20250322_SCMA_Laporan Informasi dan Fakta Material_31870466_lamp2.pdf

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                                      PT SURYA CITRA MEDIA Tbk
                                           (the “Company”)


                      DISCLOSURE OF INFORMATION TO SHAREHOLDERS



                                            Business Activities:

Engaged in the service sector (provision and utilization of multimedia through telecommunications
devices, media consultancy, management and administration, content production house, animation,
online media, entertainment, film, music, and investment as well as participation in other companies)
and trading through the Company’s subsidiaries.

                                              Head Office:
                                  SCTV Tower, Senayan City 18th Floor
                                         Jl. Asia Afrika Lot. 19
                                   Central Jakarta 10270 – Indonesia
                                     Telphone: +62 21 2793 5599
                                        Fax: +62 21 2793 5598
                                       E-mail: corsec@scm.co.id
                                       Website: www.scm.co.id



This Disclosure of Information is provided to the Shareholders of the Company in connection with the
Company's plan to carry out the transfer of buyback shares through the implementation of the
Management and Employee Stock Ownership Program ("MESOP Program") for the ownership of shares
by employees and/or the Board of Directors and the Board of Commissioners, with a total of up to
400,000,000 shares, or 0.54% of the issued and fully paid-up capital in the Company, by providing
shares free of charge to the program participants, through the transfer of part of the treasury shares. This
MESOP Program shall not result in any dilution of share ownership because no new shares will be issued
from the Company's portfolio shares.

The Annual General Meeting of Shareholders to approve this plan will be held in Jakarta on April 28,
2025.

The Board of Commissioners and the Board of Directors of the Company, both individually and
collectively, are fully responsible for the completeness and accuracy of all information or material facts
contained in this Disclosure of Information and affirm that the information provided in this Disclosure of
Information is correct and that there are no material facts that have been omitted that could make the
material information in this Disclosure of Information false and/or misleading.

                       This Disclosure of Information is issued on March 22, 2025

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                       I.   REASONS AND OBJECTIVES OF THE MESOP PROGRAM

The Company refers to:
a) Article 21 of OJK Regulation No. 29/POJK.04/2023 on the Buyback of Shares Issued by Public
    Companies (“POJK 29/2023”), where shares resulting from the buyback may be transferred in
    various ways, including through the implementation of an employee and/or director and
    commissioner stock ownership program; and
b) Article 49 of POJK 29/2023, where a Public Company that:
    1) 1has obtained the approval of the General Meeting of Shareholders regarding the share buyback;
        and/or
    2) is within the period for implementing the transfer of buyback shares,
before POJK 29/2023 comes into effect, must still comply with the provisions stipulated in OJK
Regulation No. 30/POJK.04/2017 on the Buyback of Shares Issued by Public Companies (“POJK
30/2017”).

As of the date of this Disclosure of Information, the Treasury Shares that will be transferred through the
MESOP Program are originated from the Shares Buyback Program that has received the approval of the
General Meeting of Shareholders before POJK 29/2023 comes into effect, and in connection with this,
the Company understands that the plan to transfer these Treasury Shares (through the implementation
of the MESOP Program) is still within the period for transferring buyback shares, in accordance with the
provisions set forth in POJK 30/2017 in conjunction with Article 49 of POJK 29/2023.

The Company is a company which engaged in the services sector (providing and utilizing multimedia
through telecommunications devices, media consultancy, management and administration, content
production houses, animation, online media, entertainment, film, music, investments, and equity
participation in other companies) and trading through its subsidiaries.

The Company believes that consistent performance improvements over the years can be achieved due
to the commitment of its management and employees. The Company will continue to implement the
right strategies to achieve optimal performance and sustain continuous growth. The MESOP Program is
intended to increase the sense of belonging among participants, thereby improving the performance of
each MESOP Program participant, which will ultimately enhance the performance of the Company.

The Company will implement the MESOP Program by transferring a portion of its treasury shares, up to
a maximum of 400,000,000 (four hundred million) shares, or 0.54% (zero point five four percent) of
the fully issued and paid-up capital of the Company, and all of its costs shall be borne and paid by the
Company in accordance with the applicable regulations.

II.    PLAN FOR THE TRANSFER OF TREASURY SHARES AND MESOP PROGRAM INFORMATION

The Board of Directors of the Company has decided to transfer a portion of its Treasury Shares through
the MESOP Program, with a maximum amount of 400,000,000 (four hundred million) shares. The right
to acquire these MESOP shares can be exercised within a period no later than the closing of the Annual
General Meeting of Shareholders of 2030.

The plan to transfer a portion of the Treasury Shares through the MESOP Program will be submitted to
obtain shareholders approval at the Company’s Annual General Meeting of Shareholders, which will be
held on April 28, 2025.

The MESOP Program is an offer to employees, members of the Board of Directors and/or members of
the Board of Commissioners of the Company and/or Controlled Companies (excluding Independent
Commissioners) who meet the requirements to own shares in the Company, which in this case, it involves
granting the right to own shares for free to participants through the transfer of the Company's Treasury
Shares, in the amount of 400,000,000 (four hundred million) shares at the Shares Exercise Price.

MESOP Program Information:

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1. The number of shares that will be allocated to MESOP Program participants are the maximum of
400,000,000 (four hundred million) shares, which are the shares resulting from the buyback and are
currently owned by the Company, recorded as Treasury Shares.
2. MESOP Program Participants
a. Members of the Board of Commissioners of the Company and Controlled Companies (excluding
the Company’s Independent Commissioners), who are serving at the time the Option Rights to
acquire the free MESOP shares are granted as part of their compensation;
b. Members of the Board of Directors of the Company and Controlled Companies who are serving
at the time the free shares are distributed as part of their compensation; and
c. Employees of the Company and Controlled Companies with a Job (Grade) of 15 and above,
who are listed in the employee data of the Company and Controlled Companies, and have
worked for at least 6 (six) months before the distribution of the free shares as part of their
compensation at each stage of distribution.

Eligible MESOP Program participants will be determined by the Board of Directors of the Company,
with the approval of the Company’s Nomination and Remuneration Committee.

3. Share Distribution Period
The MESOP Program shall be implemented within a period of 5 (five) years after the Company’s
General Meeting of Shareholders approving the MESOP Program. Dividends will not be given to the
shares of the Company that have not yet been officially transferred to MESOP Program participants.

Shares will be distributed to MESOP Program participants in stages, as determined by the Board of
Directors of the Company, with prior approval from the Company’s Nomination and Remuneration
Committee. The Nomination and Remuneration Committee will calculate the shares to be allocated
to eligible program participants based on their performance, considering their responsibilities and
decisions that significantly impact the performance of the Company.

4. Method of the Determination of the Exercise Price of Shares
The exercise price of the MESOP Program shall be determined by the Board of Directors of the
Company with the calculation method that are deemed appropriate by the Board of Directors of the
Company, by taking into account the Company’s shares price movement in the relevant period. The
calculation method and the shares exercise price will be determined by the Board of Directors of the
Company by considering proposal and/or advice from the Nomination and Remuneration
Committee of the Company.

The numbers of the Company’s current treasury shares are 10,503,194,120 (ten billion five hundred
three million one hundred ninety-four thousand one hundred twenty) shares, which represents
14.2% (fourteen point two percent) of the Company’s total issued and paid-up capital. A portion of
these treasury shares, in the amount of 400,000,000 (four hundred million) shares, or 0.54% (zero
point five four percent) of the fully paid-up capital in the Company, will be allocated for this MESOP
Program.

5. Shares Status of MESOP Program
The Treasury Shares that are distributed and transferred under the MESOP Program shall have the
same rights, position, and status in all respects as the fully paid-up shares in the Company, including
the right to dividends, voting rights in the General Meeting of Shareholders, and other corporate
actions to be carried out by the Company.

6. The issuance and implementation period of the MESOP Program shall be later determined, taking
into account the applicable regulations in the capital market sector.

7. MESOP Program Requirements
a. The Company has obtained approval from the General Meeting of Shareholders; and

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