20241016_NETV_Keterbukaan Informasi terkait Aksi Korporasi_31746832_lamp2.pdf

                                                                           Unofficial Translation



                                    I.      INTRODUCTION

Under Article 24 of POJK 15/2022, the Company is required to announce an Information Disclosure
prior to the Reverse Stock Split that has been approved by the Company's General Meeting of
Shareholders and submit such Information Disclosure to OJK. This Reverse Stock Split has been
approved by the shareholders of the Company at the Extraordinary General Meeting of
Shareholders of the Company held on 8 October 2024 ("EGMS"). The Company has obtained
Approval on the Reverse Stock Split from the IDX as provided in the letter of the IDX No. S-
10788/BEI.PP1/10-2024 dated 15 October 2024.



                                  II.     EGMS APPROVAL

A. EGMS

   The Reverse Stock Split Plan of the Company has been approved at the EGMS as follows:

   •   Approved the Company's reverse stock split with a 2:1 ratio for all shares of the Company,
       so that the nominal value per share changes from Rp100 (one hundred Rupiah) to be Rp200
       (two hundred Rupiah)

   •   Approved the change in the nominal value per share from Rp100 (one hundred Rupiah) to
       be Rp200 (two hundred Rupiah) so that the total of issued and paid-up shares of the
       Company becomes 11,726,588,620 (eleven billion seven hundred twenty-six million five
       hundred eighty-eight thousand six hundred twenty) shares and approved the issuance of
       Series B shares with a nominal value of Rp 50 (fifty Rupiah) so that:
       a. the issued and fully paid-up shares totaling 11.726.588.620 (eleven billion seven
           hundred twenty-six million five hundred eighty-eight thousand six hundred twenty)
           shares become Series A shares with a nominal value of Rp200 (two hundred rupiah)
       b. the portfolio shares become 83.093.645.520 (eighty-three billion ninety-three million six
           hundred forty-five thousand five hundred twenty) Series B shares, each share with a
           nominal value of Rp50 (fifty Rupiah)
       therefore simultaneously amending Article 4 paragraph (1) and Article 4 paragraph (2) of
       the Company's Articles of Association.


   The EGMS resolution regarding the Reverse Stock Split of the Company was stated in the Deed
   of the Resolution of the Company Meeting No. 34 dated 8 October 2024, drawn up before Yulia,
   S.H., a Notary in South Jakarta, which has been notified to the Ministry of Law and Human
   Rights of the Republic of Indonesia as evidenced by Receipt of Notification on the Amendment
   of Articles of Association No. AHU-AH.01.03-0199208 dated 8 October 2024 and Notification
   Receipt of the Company Data Changes No. AH.01.09-0260879 dated 8 October 2024.

B. Share Reverse Stock Split Ratio dan Change in Nominal Value of the Company's Shares

   The Reverse Stock Split has been approved by the EGMS with a 2:1 (two for one) ratio for the
   Company's paid-up and issued shares in the Company. Accordingly, the number of shares of
   the Company before and after the Reverse Stock Split is as follows:




                                                2

                                                                             Unofficial Translation



                                         Before Reverse Stock          After Reverse Stock
                                                 Split                         Split
    Nominal value                            Rp100 per share               Rp200 per share
                                               (Series A)                    (Series A)
    Number of issued and fully paid-         23,453,177,240                11,726,588,620
    up shares                                   (Series A)                    (Series A)



       III.    THE SCHEDULE AND PROCEDURE OF THE REVERSE STOCK SPLIT



A. Implementation of Reverse Stock Split Schedule
   The following is the schedule for the implementation of Reverse Stock Split with due observance
   of the prevailing laws and regulations:

   The. convening of the EGMS                                                     : 8 October 2024
   Application for listing of shares resulting from the Reverse Stock
   Split                                                                           9 October 2024
   Announcement of the Summary of the Minutes of the EGMS                         :10 October 2024
   Announcement of the Information Disclosure on the implementation
   of the Reverse Stock Split                                                     16 October 2024
   The end of trading of the Company's shares with the existing
   nonimal value in the regular market and negotiation market                     21 October 2024
   Effective date of the start of trading of shares with the new nominal
   value in the regular market and the negotiation market                         22 October 2024
   Period of Trading Discontinuation on the cash market - start                   22 October 2024
   Period of Trading Discontinuation on the cash market - end                     23 October 2024
   Recording Date of the Register of Shareholders entitled to
   participate in the purchase of shares which Amount Does Not Meet               :
   1 (One) Trading Unit on the IDX ("Odd Lot") (Recording Date)                   23 October 2024
   Odd Lot shares purchase offering period - start                                23 October 2024
   Start of trading of shares with the new nominal value in the cash
   market                                                                         24 October 2024
   Odd Lot shares purchase offering period - end                                  30 October 2024




B. Reverse Stock Split Procedure
   For shareholders of the Company whose shares are in collective custody of PT Kustodian
   Sentral Efek Indonesia (KSEI), the implementation of Reverse Stock Split will be carried out
   based on the balance of the Company's shares in each securities sub-account at the end of
   stock trading on the IDX on 21 October 2024. Furthermore, on 23 October 2024, shares with a
   new nominal value resulting from the implementation of the Reverse Stock Split will be
   distributed through each shareholder's securities sub-account.




                                                 3

                                                                             Unofficial Translation


C. Procedures for Settlement of Odd Lot Shares
   (a) PT Adimitra Jasa Korpora, with an address at Kirana Boutique Office Blok F3 No. 5, Jl.
       Kirana Avenue III, Kelapa Gading, North Jakarta 14240 ("Registrar"), based on the
       Company's Register of Shareholders as of 23 October 2024, will make a calculation on each
       shareholder for their shareholding that has the potential to be fractions if a Reverse Stock
       Split is implemented. The shareholders which shares are scripless can obtain the calculation
       of Odd Lot Shares from PT Kustodian Sentral Efek Indonesia starting on 23 October 2024
       by sending an email to tk@ksei.co.id.

   (b) For shareholders who obtain fractions of less than 1 (one) unit of shares after the Reverse
       Stock Split, such fractions of shares will be subject to a round up. PT Sinergi Lintas Media
       will act as the shareholder who bears the adjustment of the number of shares due to the
       rounding up. Furthermore, 1 (one) unit of shares will be purchased by the standby buyer as
       the party appointed by the Company to purchase the Odd Lot shares.

   (c) Shareholders of the Company who are in the calculation of the nominal value of the reverse
       stock split ("Reverse Stock Split") which will use the ratio of 2 (two) old shares into 1 (one)
       share with a new nominal value and will have fractional shares of less than 1 (one) share
       trading unit, are provided with the following opportunities:

       1. To sell shares to PT Indo Premier Sekuritas as the standby buyer for Odd Lot shares
          at the highest price between the price at the time of the Reverse Stock Split
          implementation or the price that occurs during the Odd Lot share purchase period in the
          purchase period, namely on 23 – 30 October 2024.

       2. Shareholders whose shares have been in the form of scripless must submit the Share
          Split Settlement Form ("FPPS") which can be obtained on the Company's website
          (www.netvisimedia.co.id) and which has been filled in completely and signed to the
          Registrar via email opr@adimitra-jk.co.id along with:

           i.    A copy of valid proof of identity (KTP/Passport) for individual shareholders; or

          ii.    A copy of the articles of association and its amendments, a copy of the valid
                 identity card of the Board of Directors or its representative for shareholders in the
                 form of a legal entity.

           If the filling and the signing of the FPPS are proxied to another party, please also attach
           a stamped duty power of attorney signed by the authorizer and a copy of the identity of
           the authorizer and the proxy.
   (d) Shareholders who sell Odd Lot shares, must give instructions to the securities company or
       custodian bank where they keep their shares to input the TEND instruction through the
       Corporate Action/CA Election menu option in C-BEST by selecting the CASH option no later
       than the last day of the Odd Lot share purchase period at the time determined by KSEI. Odd
       Lot shares that have been designated for such instruction will have the status of "Blocked
       for CA" so that they cannot be transferred until the end of the Odd Lot share purchase
       period.
       In the event that the securities company or custodian bank of the shareholder selling Odd
       Lot has not inputted the TEND instruction through the Corporate Action/CA Election menu
       option in C-BEST before the end of the Odd Lot share subscription period, then the
       application for Odd Lot share purchase by the relevant shareholder shall be declared null
       and void.




                                                 4

                                                                            Unofficial Translation


    (e) Payment of the price of the shares sold in the fractional share settlement will be made on
        the settlement date of 5 November 2024. On the payment date, KSEI will transfer the Odd
        Lot shares sold to a securities account in the name of PT Indo Premier Sekuritas as the
        standby buyer for Odd Lot shares. Payment of the purchase price of Odd Lot shares to
        shareholders will be made by PT Indo Premier Sekuritas through KSEI. KSEI will make the
        payment of funds through C-BEST by conducting book-entry for each securities company
        or custodian bank account on behalf of each selling shareholder.
    (f) In accordance with IDX Regulation I-I, the purchase price of Odd Lot shares is the highest
        price between:
        1. The price at the time of implementation of Reverse Stock Split; or
        2. The price that occurs during the Odd Lot share purchase period.
    (g) Payment for the purchase of Odd Lot shares in connection with the implementation of
        Reverse Stock Split will be made after deducting commissions, Stock Exchange transaction
        fees and all applicable taxes to the selling shareholders in accordance with applicable
        regulations. The selling shareholders of Odd Lot shares will bear a transaction fee of 0.35%
        from the purchase price of Odd Lot shares, with the following details:

         Tax on share sale transaction                          0,1000%
         Stock Exchange Fee (Levy)                              0,0300%
         VAT on Levy                                            0,0033%
         Broker Commission Fees                                 0,1952%
         VAT on Broker Commission Fees                          0,0215%
         Total Transaction Cost                                 0,3500%



                              IV.     ADDITIONAL INFORMATION


If shareholders require further information, they may contact the Company at the following address:

                                    PT NET VISI MEDIA TBK.

                                           Head Office
                                     Graha Mitra 4th Floor
                               Jl. Jend. Gatot Subroto Kav. 21
              RT 003, RW 002, Karet Semanggi, Setiabudi, Jakarta Selatan, 12930
                                    Tel. (62-21) 5050-6100
                                    Fax. (62-21) 2954-6200
                       Email : corporate.secretary@netvisimedia.co.id
                              Website : www.netvisimedia.co.id


                                             Sincerely,
                                         Board of Directors




                                                 5