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20250423_EMTK_Laporan Informasi dan Fakta Material_31877531_lamp2.pdf
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AMENDMENTS AND/OR SUPPLEMENTS TO THE INFORMATION
DISCLOSURE TO SHAREHOLDERS IN CONNECTION WITH THE
CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS (“PMTHMETD”)
THROUGH MANAGEMENT AND EMPLOYEE STOCK OWNERSHIP
PROGRAM (the “MESOP PROGRAM”)
PT Elang Mahkota Teknologi Tbk
(the “Company”)
Field of Business:
Engage in Service (professional activities, media, solution, information technology,
connectivity, healthcare, aviation support services as well as banking services) and Trade
through Subsidiaries.
Head Office:
SCTV Tower, Senayan City 18th Floor,
Jl. Asia Afrika Lot 19
Jakarta Pusat 10220 - Indonesia
Phone: +62 21 7278 2066
Fax: +62 21 7278 2194
E-mail: corsec@emtek.co.id
Website: www.emtek.co.id
This Information Disclosure to the Shareholders is addressed to the Company’s Shareholders in
relation to Company’s plan of conducting the MESOP Program by granting shares for free without
option rights to the program’s participants, through issuance of new shares without pre-emptive
rights for a maximum of 300,000,000 shares or representing 0.49% of the total issued and fully paid-
up capital of the Company in accordance with applicable laws and regulations.
According to this MESOP Program, the shareholders of the Company will be subject to a dilution of
their ownership for a maximum of 0.49% up to the end of the MESOP Program. The dilution
estimation is an estimate without considering the Company's corporate action in the form of
PMTHMETD.
The General Meeting of Shareholders to approve this plan will be convened in Jakarta on 28 April
2025.
The Board of Commissioners and the Board of Directors, either individually or collectively, are fully
held responsible for the completeness and accuracy of all the information and material facts contained
herein and hereby confirm that the information disclosed in this Information Disclosure is accurate
and there is no unstated material facts that can cause material information in this Information
Disclosure become inaccurate and/or misleading.
This Information Disclosure is issued on 23 April 2025 amending and
supplementing the Information Disclosure previously
published on 12 March 2025
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I. REASONS AND PURPOSE OF MESOP PROGRAM
The Company is engaged in the service (professional activities, media, solution, information
technology, connectivity, healthcare, aviation support services as well as banking services) and
trade through Subsidiaries.
The Company believes that consistent performance improvement from year to year can be
achieved due to commitment from management and employees. The Company will continue to
implement appropriate strategies to deliver maximum performance for the Company and
maintain sustainable growth. One of the strategies is through the MESOP Program that aims
to increase the sense of ownership of the Company. Further, this program intends to improve
the performance of each participant of the MESOP Program, which will indirectly increase the
Company’s performance in the long run.
The Company will execute PMTHMETD through the MESOP Program by issuing free shares
to program’s participants, in which new shares will be issued from portfolios with a maximum
of 300,000,000 shares or representing 0.49% of the total issued and fully paid-up capital of
the Company. The Company will make the distribution and payment in accordance with
applicable laws and regulations.
MESOP Program shall be conducted by the Company in accordance with the Financial Services
Authority (the “OJK”) Regulation Number 14/POJK.04/2019 concerning Amendment of the
POJK Number 32/POJK.04/2015 concerning Capital Increases in Public Companies with Pre-
Emptive Rights (“POJK No. 14/2019”).
II. INFORMATION CONCERNING THE COMPANY
1. Brief History
Establishment: The Company was established under the name PT Elang Mahkota
Komputer based on Deed N0. 7 dated 3 August 1983 and Deed No. 27 dated 11 February
1984, both drawn up before Soetomo Ramelan, S.H. Notary in Jakarta, already obtaining
ratification from the Minister of Justice of the Republic of Indonesia according to the
Decree No. C2-1773.HT.01.01.TH84 dated 15 March 1984, which has been registered in
the Central Jakarta District Court Office’s register book for that purpose under No.
867/1984 dated 28 March 1984. Based on Deed No. 45 dated 10 March 1997, drawn up
before Agus Madjid S.H., Notary in Jakarta which was approved by the Minister of Justice
of the Republic of Indonesia with his Decree No. C2-2694 HT.01.04.Th.97 dated 15 April
1997, PT Elang Mahkota Komputer officially changed its name to PT Elang Mahkota
Teknologi. The Company then listed its shares or went public on 30 December 2009. As a
consequence of the limited liability company and capital market regulations, the name PT
Elang Mahkota Teknologi changed to PT Elang Mahkota Teknologi Tbk. All shares that
were issued by the Company were listed on the Indonesia Stock Exchange (the “IDX”) on
12 January 2010.
Articles of Association: The shareholders of the Company have approved the
amendments to all of the articles of association to conform with the POJK No.
15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of
Shareholders of a Public Company based on Deed No. 69 dated 12 August 2020, drawn up
before Aulia Taufani S.H., Notary in South Jakarta, which has been notified to the Minister
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of Law and Human Rights of the Republic of Indonesia (the “MOLHR”) based on the
Decree No. AHU-0067383.AH.01.02.Tahun 2020 dated 30 September 2020 and notified
to and received by the MOLHR based on the Acceptance Letter of Notification of
Amendment to Articles of Association No. AHU-AH.01.03-0392736 dated 30 September
2020.
The articles of association of the Company have been amended several times as lastly
amended based on Deed No. 11 dated 5 December 2024, drawn up before Aulia Taufani
S.H., Notary in South Jakarta, which has been notified to and received by the MOLHR
based on Acceptance Letter of Notification of Amendment to Articles of Association No.
AHU-AH.01.03-0220558 dated 12 December 2024 (“Deed No. 11/2024”).
Domicile: The Company is domiciled in Central Jakarta, with the office address at SCTV
Tower – Senayan City, 18th Floor, Jl. Asia Afrika Lot 19, Jakarta 10270, Indonesia.
2. Line of Business
In accordance with Article 3 of the Company’s articles of association, the main business
activities of the Company are engaged in Service (professional activities, media, solution,
information technology, connectivity, healthcare, aviation support services, banking
services) and Trade through Subsidiaries.
3. Capital and Composition of Shareholders
Based on the Company's Register of Shareholders compiled by the Share Administration
Bureau of PT Raya Saham Registra and Deed No. 11/2024, the Company's share ownership
structure as of 28 February 2025, is as follows:
Nominal Value per share
Remarks
Rp20,-
Number of Nominal Value
%
Shares (IDR)
Authorized Capital 125,670,180,000 2,513,403,600,000
Issued and Paid-up Capital
Shareholder:
1. Eddy K. Sariaatmadja 13,439,147,454 268,782,949,080 21.89%
2. Ir. Susanto Suwarto 7,117,889,090 142,357,781,800 11.59%
3. PT Adikarsa Sarana 8,654,560,360 173,091,207,200 14.10%
4. Piet Yaury 4,989,564,500 99,791,290,000 8.13%
5. PT Prima Visualindo 3,802,209,980 76,044,199,600 6.19%
6. Anthoni Salim 5,510,302,220 110,206,044,400 8.98%
7. Public 17,634,131,329 352,682,626,580 28.72%
8. Treasury Stock 243,946,550 4,878,931,000 0.40%
Total Issued and Paid-up Capital 61,391,751,483 1,227,835,029,660 100.00%
Shares in Portfolio 64,278,428,517 1,285,568,570,340 -
4. Management and Supervision
Based on Deed of General Meeting of Shareholder Resolution No. 34 dated 12 June 2024,
drawn up before Aulia Taufani, S.H., Notary in South Jakarta, which has been notified to
the MOLHR based on Letter of Acceptance of Notification on Changes to Company Data
No. AHU-AH.01.09-0215920 dated 20 June 2024 the composition of the Board of
Commissioners and the Board of Directors of the Company as of the date of this
Information Disclosure is as follows:
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Board of Commissioners Board of Directors
President Commissioner : Eddy K. Sariaatmadja President Director : Alvin W. Sariaatmadja
Commissioner : Ir. Susanto Suwarto Vice President Director : Sutanto Hartono
Independent : Stan Maringka Director : Yuslinda Nasution
Commissioner
Independent : Marianna Sutadi Director : Sutiana Ali
Commissioner
Director : Jay Geoffrey Wacher
Director : Titi Maria Rusli
No Litigation Case:
Until the publication of this disclosure of information, the Company, its members of Board
of Directors and Board of Commissioners did not have litigation cases that has not been
disclosed and/or that can materially affect the financials of the Company.
III. INFORMATION CONCERNING MESOP PROGRAM
Background: The MESOP Program refers to a scheme periodically offered to eligible
employees, members of the Board of Directors, and/or members of the Board of
Commissioners of the Company and/or its Subsidiaries, in accordance with the applicable
program period, granting them the right to own shares in the Company.
This program is conducted by granting free shares to eligible program participants based on
new shares to be issued by the Company with a maximum of 300,000,000 (three hundred
million) shares at the exercise price to be determined by the Board of Directors with the
approval of the Board of Commissioners of the Company. The exercise of this program is made
pursuant to the provisions of Article V Enclosure II of Listing Regulation of IDX No. I-A
Decision No. Kep-00101/BEI/12-2021 dated 21 December 2021 concerning Amendment to
Regulations concerning Listing of Shares and Equity Securities Other Than Shares Issued by
the Listed Company (“Rule No. I-A”).
1. MESOP Program Participants
In general, the categories of the MESOP Program participants who are entitled will be
determined by the Company's Board of Directors with the approval of the Company's
Nomination and Remuneration Committee, as follows:
a. members of the Board of Commissioners of the Company and Controlled Company,
who served at the time of distribution of free shares as part of their compensation;
b. members of the Board of Directors of the Company and Controlled Company who
served at the time of distribution of free shares as part of their compensation; and
c. Employees of the Company and Controlled Company with Grade 15 or above that are
registered in the Company and Controlled Company's employee data who have
worked for at least 6 (six) months prior to the date of distribution of free shares as part
of their compensation in each distribution stage.
The Company will further determine the names of the MESOP Program participants,
including the names of the Controlled Companies that will become the MESOP Program
participants.
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2. Shares Distribution Period
Term Period: The MESOP Program will be implemented within maximum 5 (five) years
from the approval date of the Company’s General Meeting Shareholders, which approved
this MESOP Program, until 2030.
Waiting Period: If deemed relevant by the Board of Directors of the Company and the
Company’s Remuneration Committee, any shares of the Company distributed to MESOP
Program’s participants will have a 4-year vesting period in which the shares will be issued
25% annually. The waiting period is the waiting period that the MESOP Program
participants must complete before their share entitlements are converted into actual share
ownership. Dividends will not be granted to the Company's shares that have not been issued
and officially distributed to each participant of the MESOP Program.
Stages Share Distribution of the MESOP Program: The share distribution will
generally be carried out as follows:
a. Shares will be distributed to the participants of the MESOP Program in stages;
b. The implementation stages of the share distribution shall be determined by the Board
of Directors of the Company based on the recommendation and approval of the
Company’s Nomination and Remuneration Committee; and
c. The implementation of the stages shall be conducted once in each financial year, taking
into account, among other things, the allocation of shares as approved by the
shareholders and an evaluation of the Company's overall annual performance.
If, in any given year, the Company's performance is evaluated as exceeding the
predetermined targets, the share allocation for the MESOP Program participants at that
stage may be increased—subject to the prudence principle and prior approval from the
Remuneration Committee.
Share Allocation of the MESOP Program: The Company’s Remuneration Committee
shall calculate the share allocation to the eligible participants based on a comprehensive
evaluation of the participants’ performance, which shall be assessed using the Key
Performance Indicators determined in accordance with the function and job level of each
participant. In addition, the share allocation shall also consider the extent to which the
participant has carried out their duties and responsibilities in making strategic decisions
that have a significant impact on the Company’s performance, including decisions that
materially affect business growth and sustainability, have a direct impact on the Company’s
financial position or capital structure, enhance long-term shareholder value, and influence
the Company’s reputation and operational continuity.
The Good Corporate Governance Provisions: The implementation of PMTHMETD
under the MESOP Program shall be conducted in accordance with the principles of
transparency, good corporate governance, and in compliance with the prevailing laws and
regulations, including but not limited to regulations issued by the OJK, the IDX, and
Articles of Association of the Company.
3. Stipulation of the Shares Exercise Price
The stipulation of exercise price of the MESOP shares will be determined by the Board of
Directors with the approval of the Board of Commissioners of the Company with reference
to the provisions of Article V Enclosure II of Rule No. I-A, which stipulates the exercise
price at least 90% of an average closing price of the Company's shares for 25 (twenty five)
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consecutive days of stock trading prior to the report to the IDX concerning MESOP
implementation or carried out in accordance with prevailing laws and regulations on
limited liability companies and capital market as well as applicable accounting standards.
4. Status of MESOP Program Shares
Shares to be issued in connection with the MESOP Program shall have equal rights, position
and degree in all respects with fully paid-up shares in the Company. This includes the
dividend rights and may issue voting rights at the General Meeting of Shareholders as well
as other corporate actions to be carried out by the Company. All issued shares are new
shares issued from the portfolio of the Company and will be listed on the IDX in accordance
with applicable laws and regulations.
In the event of liquidation, all proceedings shall be conducted in accordance with the
provisions stipulated under Law No. 40 of 2007 on Limited Liability Companies, as well as
the applicable regulations of the IDX concerning the liquidation mechanism for public
companies. No transfer of shares shall be made to participants of the MESOP
Program upon liquidation, given that the participants’ rights have not yet been effectively
converted into share ownership, and thus, the participants do not hold the legal status of
shareholders with respect to the allocated shares. Furthermore, the rights of participants
in the context of liquidation shall be determined based on the prevailing labor laws and
regulations, while still considering the Company’s internal policies and the individual
employment agreements of each program participant.
5. MESOP Implementation
The MESOP program is conducted through the issuance of new shares issued without pre-
emptive rights. The implementation of MESOP can also use treasury shares owned by the
Company which will be determined by considering recommendations from the Company's
Remuneration Committee, while taking into account the prevailing laws and regulations
and the best interests of each shareholder of the Company.
6. Issuance and Implementation Period of the MESOP
The issuance and implementation of the MESOP Program shall be conducted in stages,
specifically once per year, for the duration of the Program’s validity.
Each stage of the MESOP Program’s implementation shall be executed through an
amendment to Article 4 of the Company’s Articles of Association, specifically regarding the
issued and paid-up capital. The Company shall further coordinate with the IDX regarding
new share issuance and ensure all implementation and reporting stages comply with
applicable laws and regulations.
7. MESOP Program Requirements
The following are the requirements for the MESOP Program:
a. the Company has obtained the approval of the General Meeting of Shareholders;
b. the application for pre-listing of additional shares for the MESOP Program has been
approved by the IDX;
c. in the event of a MESOP Program participant resigning from his/her positions from the
Company or Controlled Company, all shares that will be given but not yet fulfill the
vesting period will be forfeited and such MESOP Program participant is not entitled to
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such shares. If a MESOP Program participant is dismissed by the Company or
Controlled Company, then all shares that will be given but not yet fulfilled the vesting
period will be forfeited and the relevant MESOP Program participant will not be entitled
to such shares;
d. in the event of a MESOP Program participant has passed away, all shares to be granted
shall be forfeited, and the MESOP Program participant (or his/her estate) shall have no
entitlement to such shares; and
e. other requirements determined by the Board of Directors with the approval of the
Company’s Nomination and Remuneration Committee have been fulfilled. Such
conditions shall include, among others, a minimum tenure requirement, a specified
position level as determined by internal policy, as well as other dynamic provisions that
may be adjusted in accordance with business developments and the Company’s
strategic needs from time to time, based on the evaluation and decision of the Board of
Directors.
8. Management Analysis and Discussion Regarding the Company's Financial
Condition
The MESOP Program is implemented by the Company by giving free shares without option
rights to program participants, so that all costs incurred, including the cost of acquiring
shares, are fully borne by the Company.
The Company has carefully designed the program, by considering the Company's financial
condition and liquidity, so that the impact on the Company's cash and cash flow will be
minimal. In addition, the capital increase through this program will have a positive impact
on the Company's capital structure, as the increase in the number of outstanding shares
will directly increase equity.
Therefore, with the increase in equity, the Company's capital structure becomes stronger
and healthier, which ultimately supports long-term growth strategies and increases the
value of the company. Furthermore, the Company expects that the MESOP Program can
encourage the loyalty and motivation of management and employees, without causing
disruption to the financial stability of the Company.
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Proforma of Capital and Shareholders Composition of the Company Before and
After the Issuance of New Shares in accordance with the Company’s
Shareholders Registrar PT Raya Saham Registra as per 28 February 2025
Before the Issuance of After the Issuance of
the MESOP Program Shares the MESOP Program Shares
REMARKS Nominal
Number of Number of Nominal IDR20, -
IDR20, -/share % %
Shares Shares /share (IDR)
(IDR)
Authorized Capital 125,670,180,000 2,513,403,600,000 - 125,670,180,000 2,513,403,600,000 -
Issued and Paid-Up Capital:
1 Eddy K. Sariaatmadja 13,439,147,454 268,782,949,080 21.89% 13,439,147,454 268,782,949,080 21.78%
2 PT Adikarsa Sarana 8,654,560,360 173,091,207,200 14.10% 8,654,560,360 173,091,207,200 14.03%
3 Ir. Susanto Suwarto 7,117,889,090 142,357,781,800 11.59% 7,117,889,090 142,357,781,800 11.54%
4 Piet Yaury 4,989,564,500 99,791,290,000 8.13% 4,989,564,500 99,791,290,000 8.09%
5 PT Prima Visualindo 3,802,209,980 76,044,199,600 6.19% 3,802,209,980 76,044,199,600 6.16%
6 Anthoni Salim 5,510,302,220 110,206,044,400 8.98% 5,510,302,220 110,206,044,400 8.93%
7 Treasury Stock 243,946,550 4,878,931,000 0.40% 243,946,550 4,878,931,000 0.40%
8 Public 17,634,131,329 352,682,626,580 28.72% 17,634,131,329 352,682,626,580 28.58%
9 MESOP Program - - - 300,000,000 6,000,000,000 0.49%
Total Issued and Paid-
61,391,751,483 1,227,835,029,660 100% 61,691,751,483 1,233,835,029,660 100%
Up Capital
Shares in Portfolio 64,278,428,517 1,285,568,570,340 - 63,978,428,517 1,279,568,570,340 -
Therefore, after the implementation of the MESOP Program if all issued shares are new
shares issued from the portfolio shares of the Company, the shareholders will be subject
to a dilution of their ownership for a maximum of 0.49%.
9. No Objections from Certain Parties and Prior Approval and/or Permits
Until the publication of this information disclosure, the Company has not received any
objections from certain parties regarding the PMTHMETD by the Company.
Furthermore, there are no restrictions that could hinder the PMTHMETD plan that will be
carried out by the Company and the obligation to obtain prior approval and/or permits
from other parties, creditors and/or other authorized agencies, other than the Approval of
Independent Shareholders through the GMS as required by POJK No. 14/2019.
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III. ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
In accordance with the provisions of the applicable laws and regulations, the MESOP Program
will seek approval at the Company's AGMS which will be held physically and electronically
through the eASY.KSEI system on:
Day & Date : Monday, 28 April 2025
Time : 14.00 Western Indonesian Time – until end
Venue : SCTV Studio 8th Floor, SCTV Tower - Senayan City
Jl. Asia Afrika Lot. 19, Central Jakarta, 10270, Indonesia
The agenda of the AGMS related to the MESOP program is the Approval of the establishment
of the Management and Employee Stock Ownership (“MESOP Program”) with a maximum
number of 300,000,000 shares or representing 0.49% of the total issued and fully paid-up
capital of the Company.
One of the proposals in the agenda was the granting of authority to the Board of Directors of
the Company to take all necessary actions related to these decisions, including but not limited
to stating the decisions of the meeting in a separate deed before Notary.
The Company has made an announcement that the AGMS will be held and the invitation to the
AGMS through (i) eASY.KSEI’s website (ii) IDX’s website, and (iii) the Company's website
(www.emtek.co.id) on 12 March 2025 and 27 March 2025.
Specifically, the quorum provisions for approval of the MESOP Program as required in Article
8A paragraphs (2) and (3) POJK No. 14/2019 are:
1. The GMS can be held if the GMS is attended by more than 1/2 (half) portion of the total
amount of shares with valid voting rights owned by independent shareholders and
shareholders that are not part of the parties affiliated with Public Companies, members of
the Board of Directors, members of the Board of Commissioners, major shareholders, or
Controllers.
2. The GMS’ decision as referred to in number 1 are valid if approved by more than 1/2 (half)
portion of the total amount of shares with valid voting rights owned by independent
shareholders and shareholders that are not part of the parties affiliated with Public
Companies, members of the Board of Directors, members of the Board of Commissioners,
major shareholders, or Controllers.
3. In the case of the quorum of GMS was not reached, then a second GMS can be held if the
GMS is attended by more than 1/2 (half) portion of the total amount of shares with valid
voting rights owned by independent shareholders and shareholders that are not part of the
parties affiliated with Public Companies, members of the Board of Directors, members of
the Board of Commissioners, major shareholders, or Controllers.
4. The second GMS’ decision is valid if approved by more than 1/2 (half) portion of the total
amount of shares with valid voting rights owned by independent shareholders and
shareholders that are not part of the parties affiliated with Public Companies, members of
the Board of Directors, members of the Board of Commissioners, major shareholders, or
Controllers who are present at the GMS.
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5. In the case of the attendance quorum at the second GMS was not reached, then a third
GMS can be held on condition that the third GMS is valid and can make a decision if
attended by independent shareholders and shareholders that are not part of the parties
affiliated with Public Companies, members of the Board of Directors, members of the
Board of Commissioners, major shareholders, or Controllers of shares with valid voting
rights, in the attendance quorum determined by the OJK based upon an application filed
by Public Companies.
6. The third GMS’ decision are valid if approved by independent shareholders and
shareholders that are not part of the parties affiliated with Public Companies, members of
the Board of Directors, members of the Board of Commissioners, major shareholders, or
Controllers who represents more than 50% (fifty percent) shares owned by independent
shareholders and shareholders that are not part of the parties affiliated with Public
Companies, members of the Board of Directors, members of the Board of Commissioners,
major shareholders, or Controllers who are present at the GMS.
7. The implementation of the GMS must be carried out in accordance with the provisions
stipulated in POJK No. 15/POJK.04/2020 concerning the Plan and Implementation of the
General Meeting of Shareholders of a Public Company and the articles of association of the
Company, unless otherwise specified in the regulation issued by the OJK.
This Information Disclosure is prepared in English and Bahasa Indonesia. In the event there is
a different interpretation between the English and Bahasa Indonesia version, the relevant
information in Bahasa Indonesia shall prevail and the relevant information in English shall be
amended and interpreted in accordance with the Bahasa Indonesia version.
Jakarta, 23 April 2025
PT Elang Mahkota Teknologi Tbk
The Board of Directors
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Financial Services Authority
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PT Elang Mahkota Komputer
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Soetomo Ramelan
· Notaris
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H. Notary
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Minister of Justice
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Central Jakarta District Court
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Agus Madjid S.H.
· Notaris
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Indonesia Stock Exchange
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Aulia Taufani S.H.
· Notaris
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PT Raya Saham Registra
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