20250311_EMTK_Laporan Informasi dan Fakta Material_31868300_lamp1.pdf

Unofficial Translation



              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 Capital Increases without Pre-emptive Rights ("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 Regulation Number 14/POJK.04/2019 concerning Amendment of the Financial Services
Authority Regulation Number 32/POJK.04/2015 concerning Capital Increases in Public Companies
With Pre-Emptive Rights (“POJK No. 14/2019”).

             II.   INFORMATION CONCERNING MESOP PROGRAM

The MESOP Program is a program offered to employees, members of the Board of Directors and/or
members of the Board of Commissioners of the Company and/or Controlled Company that are eligible
to own the shares of 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 provisions of Article V Enclosure II of Listing Regulation of PT Bursa Efek Indonesia 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
     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.

2. Shares Distribution 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.



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Unofficial Translation


     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. 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.

     Shares will be distributed to MESOP Program participants in several stages to be determined by the
     Board of Directors of the Company with prior approval from the Company’s Remuneration
     Committee. The Company’s Remuneration Committee shall conduct share calculations to be
     allocated to eligible participants based on the performance of the participants and with regards to
     their duties and responsibilities in making decisions that have a significant impact on the Company's
     performance.

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) consecutive days of stock trading prior to
   the report to Indonesia Stock Exchange (“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.

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. The period of issuance and exercise of MESOP shall be determined subsequently regarding the
   applicable capital market regulations.

7.   MESOP Program Requirements
     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 MESOP Program participants resigning from their positions from the Company
        or Controlled Company, all shares that will be given but not yet fulfill the vesting period will be
        forfeited and MESOP Program participants are not entitled to such shares. If the 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 MESOP Program
        participants will not be entitled to such shares; and
     d. other requirements determined by the Board of Directors with the approval of the Company’s
        Nomination and Remuneration Committee have been fulfilled.




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        Unofficial Translation

          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
          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%.

                  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 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 Company has announced that the AGMS will be held through (i) the website of the e-GMS Provider
        PT Kustodian Sentral Efek Indonesia (KSEI), (ii) the IDX’s website, and (iii) the Company's website



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Unofficial Translation

(www.emtek.co.id) on 12 March 2025 while the invitation to the AGMS is planned to be announced on
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.

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
     Financial Services Authority 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 as 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 Financial Services Authority.




                                    Jakarta, 12 March 2025
                                PT Elang Mahkota Teknologi Tbk
                                     The Board of Directors




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