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20260605_SAME_Laporan Informasi dan Fakta Material_32097925_lamp3.pdf
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AMENDMENT AND/OR ADDITIONAL INFORMATION ON
DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT SARANA MEDITAMA METROPOLITAN TBK (“COMPANY”)
IN ACCORDANCE WITH THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
(“PMTHMETD”) FOR THE IMPLEMENTATION OF MANAGEMENT AND EMPLOYEES SHARES
OWNERSHIP PROGRAM (“MESOP PROGRAM”)
This Amendment and/or Additional Information on Disclosure of Information is submitted in order
to comply with Financial Services Authority Regulation Number 14/POJK.04/2019 concerning
Amendment to Financial Services Authority Regulation Number 32/POJK.04/2015 concerning
Capital Increases in Public Companies With Pre-Emptive Rights (“POJK No. 14/2019"). which has
been published on the website of the Indonesia Stock Exchange and the Company's website on 26
April 2026.
As of the date of publication of this Amendment and/or Additional Information on Disclosure of
Information, the Company has not received any information regarding objections from any parties,
and the Company believes that there are no requirements, provisions, or restrictions contained in any
agreements that would be detrimental to the rights of public shareholders in relation to the proposed
MESOP Program.
PT SARANA MEDITAMA METROPOLITAN Tbk
Domiciled in East Jakarta
Business activities:
Private Hospital Operations
Headquarters:
Jl. Pulomas Barat VI No. 20, Kayu Putih, Pulo Gadung,
East Jakarta 13210, Indonesia.
Phone. 150 789
Website: www.emc.id
Email: corsec@emc.id
The Extraordinary General Meeting of Shareholders, with the agenda to approve the Company’s plan
to conduct a PMTHMETD of the MESOP Program as disclosed in this Amendment and/or Additional
Information on Disclosure of Information, will be held on Tuesday, 9 June 2026 (the “EGMS”), as
previously announced in the Announcement of the General Meeting of Shareholders dated 26 April
2026 and the Invitation dated 11 May 2026, as published on the websites of the Indonesia Stock
Exchange, the Indonesian Central Securities Depository, and the Company.
The Board of Directors and Board of Commissioners of the Company hereby declare that they are
fully responsible for the accuracy of the information contained in this Disclosure of Information that
was drafted after exercising a reasonable examination, and also confirm that the material information
related to the MESOP Program contained in this Disclosure of Information is true and there are no
other material facts that are not disclosed or omitted which may result in the information in this
Disclosure of Information being untrue and/or misleading.
This Amendment and/or Additional Information on Disclosure of Information is issued
in Jakarta as of 5 June 2026
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DEFINITION
“The Company’s : The Company’s Articles of Association were last amended based on Deed
AoA” No. 69 dated March 27, 2026, drawn up before Aulia Taufani, S.H., a Notary
in South Jakarta, which has been notified to and received by the Minister
of Law of the Republic of Indonesia as evidenced by the Acknowledgment
of Receipt of Notification of Amendment to the Articles of Association No.
AHU-AH.01.03-0093588 dated March 31, 2026.
“BAE” : Security Administration Bureau, in which party that carries out the
administration of the Company’s shares appointed by the Company, PT
Bima Registra, with domicile in Jakarta.
“IDX” : Stands for Indonesia Stock Exchange, a Limited Liability Company
incorporated under the laws of the Republic of Indonesia as well as
domicile in Jakarta, and which this Company’s shares are listed at.
“Shareholder : A list containing the names of the shareholders in the Company as
Register” stipulated under the Company Law.
“Company Group” : The Company and the Controlled Companies.
“Trading Days” : The day when IDX or the substituting legal body organize stock exchange
activities pursuant to the applicable laws and regulations and other
provisions applied by stock exchange in question and when the banks
process the clearance.
“Calendar Days” : Any day in 1 (one) year according to Gregorian calendar system without
any exception, including Sundays and national holidays as decided at any
time by the Government of Republic of Indonesia and normal working
days, which due to certain conditions have been set by the Government of
Indonesia as not normal working days.
“Working Days” : The days of Monday through Friday, except national holidays or other
holidays as decided by the Government of Republic of Indonesia.
“KSEI” : Stands for PT Kustodian Sentral Efek Indonesia, having domicile in Jakarta
in the capacity of Securities Depository and Settlement Institute as
stipulated under UUPM.
“MOL” : Stands for The Minister of Law of the Republic of Indonesia.
“Financial Services : An independent institute as referred to in Law No. 21 of 2011 concerning
Authority” or “OJK” Financial Services Authority (”OJK Law”) with duties and responsibilities
inclusive of regulating and overseeing financial service activities in
banking sector, capital market, insurance, pension fund, financing
institutes and other finance institutes, which as from 31 December 2012,
OJK has been assigned as institute to replace and as such receive the rights
and obligations necessary to perform the regulatory and supervisory
functions of Bapepam and/or Bapepam and LK pursuant to provisions of
Article 55 of OJK Law.
“Controlled : Any company that are controlled either directly or indirectly by the
Companies” Company from time to time, include:
1. PT Sarana Meditama International;
2. PT Sarana Meditama Anugerah;
3. PT Kurnia Sejahtera Utama;
4. PT Utama Pratama Medika;
5. PT Unggul Pratama Medika;
6. PT Kedoya Adyaraya Tbk; and
7. PT Sinar Medika Sejahtera.
“Shareholders” : The parties that shall reserve the right to reap benefits from Company’s
shares kept and administered in security accounts of KSEI, registered in
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Company’s Shareholder Register administered by Security Administration
Bureau namely PT Bima Registra.
“Independent : Shareholders who do not have a personal economic interest in relation to
Shareholders” the PMTHMETD, and:
a. they are not a member of the Board of Directors, member of the Board
of Commissioners, major shareholder, and controlling the
shareholder of the Company; or
b. they are not an affiliate of the members of the Board of Directors,
members of the Board of Commissioners, major shareholders, and the
controlling shareholder of the Company.
“Regulation No. I-A” : IDX Board of Directors Decree No : Kep-00045/BEI/03-2026 on
Amendment to Regulation Number I-A concerning the Listing of Shares
and Equity Securities Other than Shares Issued by the Listed Company
dated 31 March 2026 and its attachments.
“MESOP Program : All employees, members of the Board of Directors, and members of the
Participants” Board of Commissioners who meet the following requirements:
1. members of the Board of Commissioners of the Company (except for
the Independent Commissioners) and Controlled Companies
approved by the Nomination and Remuneration Committee of the
Company who served at the date of free shares distribution as part of
the compensation;
2. members of the Board of Directors of the Company and Controlled
Companies who are proposed by the Board of Directors and approved
by the Nomination and Remuneration Committee of the Company
who served at the date of free shares distribution as part of the
compensation; and
3. permanent employees of the Company and Controlled Companies
appointed by the Board of Directors of the Company with the
following requirements: (i) have a position with a minimum rank of
Grade N-3 and above; (ii) recorded in the employees data of the
Company and the Controlled Companies; and (iii) have worked for at
least 6 (six) months prior to the date of free shares distribution as part
of compensation.
“POJK No. 14/2019” : OJK Regulation No. 14/POJK.04/2019 dated 30 April 2019 concerning
Amendment to the Financial Services Authority Regulation No.
32/POJK.04/2015 concerning Capital Increases in Public Companies with
Pre-Emptive Rights.
“POJK No. 15/2020” : OJK Regulation No. 15/POJK.04/2020 dated 21 April 2020 concerning the
Plan and Implementation of General Meeting of Shareholders of Public
Companies.
“EGMS” : Extraordinary General Meeting of Shareholders of the Company, to be held
on Tuesday, June 9, 2026.
“Shares” : All shares that have been issued and fully paid in the Company on the date
of this Disclosure of Information is published.
“New Shares” : A maximum of 34,329,265 (thirty four million three hundred twenty nine
thousand two hundred sixty five) new shares to be issued from the
Company’s portfolio with a nominal value of Rp20,- per share or a
maximum of 0.2% (zero point two percent) of the issued and paid-up
capital in the Company, amounting to 17,164,632,545 (seventeen billion
one hundred sixty four million six hundred thirty two thousand five
hundred forty five) shares based on The Company's AoA for the
implementation of the MESOP Program by the Company.
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“Capital Market : Law No. 8 of 1995 dated 10 November 1995 concerning the Capital
Law” Market, based on the State Gazette of the Republic of Indonesia No. 64 of
1995, Supplement No. 3608.
“Company Law” : Law No. 40 of 2007 dated 16 August 2007 concerning Limited Liability
Companies, based on the State Gazette of the Republic of Indonesia No.
106 of 2007, Supplement No. 4746.
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THE PURPOSE AND OBJECTIVES OF MESOP PROGRAM
In the recent years, the Company has achieved better performance and growth that strengthen the
Company's capital structure. The Company believes that such improvement can occur because of the
commitment and hard work of the management and employees. Therefore, as a form of appreciation
and effort from the Company to continually optimize performance and maintain sustainable growth for
the Company, the Company plans to implement the Management and Employee Stock Ownership
Program (“MESOP Program”). The MESOP Program also aims to increase sense of belonging for each
of the management member and employee of the Company and Controlled Companies ("Company
Group"), both towards to the Company and the Company Group. Through MESOP Program, the
Company hopes that the work performance of MESOP Program Participants can be improved so that in
the end, the Company Group’s performance can also be improved.
The Company plans to conduct PMTHMETD in order to implement the MESOP Program by issuing a
maximum of 34,329,265 (thirty four million three hundred twenty nine thousand two hundred sixty
five) shares or equivalent to 0.2% (zero point two percent) of the total issued and paid-up capital in the
Company, in which the new shares are to be issued to the MESOP Program Participants (“New Shares”).
The MESOP Program referred to in this Disclosure of Information constitutes a program for the issuance
of new shares by the Company, offered on a limited basis to the Company’s Directors and/or key
management and employees of the Company and its Group who hold strategic positions within the
Company, thereby qualifying as an offering of securities that does not constitute a Public Offering as
regulated under POJK No. 29/POJK.04/2021 on Offerings that are Not Public Offerings juncto SEOJK No.
33/SEOJK.04/2022 on Guidelines for the Implementation of Offerings that are Not Public Offerings.
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”).
COMPANY OVERVIEW
A. Company Background
The Company was established under the name PT Sarana Meditama Metropolitan and was initially
engaged in the business of engineering work, general trading, services, industry and crafts, agency,
and investment in buildings. The establishment is stated in the Deed No. 27 dated 13 November
1984, drawn up before Budiarti Karnadi S.H., Notary in Jakarta, which has been approved by the
Minister of Justice of the Republic of Indonesia through Decree No. C2-933.HT.01.01.TH.85 dated
25 February 1985 (“Deed of Establishment”). The Company then listed its shares on the IDX or
conducted go-public on 11 January 2013. By referring to the provisions of the Company Law and
other laws and regulations in the capital market sector, the name PT Sarana Meditama Metropolitan
was changed to PT Sarana Meditama Metropolitan Tbk as a result of being listed publicly.
The Company is domiciled in East Jakarta with its headquarters located at Jalan Pulomas Barat VI
No. 20, RT 009/RW 06, Kayu Putih Village, Pulo Gadung District, East Jakarta Administrative City,
Special Capital Region of Jakarta.
The shareholders of the Company have approved changes to the entire articles of association,
among others, to be adjusted to POJK No. 15/2020 which is based on Deed No. 33 dated 10 May
2021, drawn up before Aulia Taufani, S.H., Notary in South Jakarta, which has been notified to and
accepted by the Menkumham through the Letter of Acceptance of Notification of Amendment to the
Articles of Association No. AHU-AH.01.03-0304276 dated 11 May 2021.
In addition, the articles of association of the Company were last amended pursuant to Deed No. 69
dated March 27, 2026, drawn up before Aulia Taufani, S.H., a Notary in South Jakarta, which
amendment has been notified to and received by the Minister of Law of the Republic of Indonesia
(“MoL”) through the Letter of Acceptance of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0093588 dated March 31, 2026 (“The Company’s AoA”).
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B. Business Activities
Private Hospital Operations.
C. Capital Structure and Shares Ownership
As at the date of this Disclosure of Information, the share ownership structure of the Company is as
follows:
Based on the Company's Shareholders, the structure of the Company's shares ownership as of 30
April 2026 is as below:
Nominal Value per Share
Description IDR20,-
Number of Shares Nominal Value (IDR) %
Authorized Capital 25,000,000,000 500,000,000,000 -
Issued and Paid-Up Capital
The Shareholders:
1. PT Elang Mahkota Teknologi Tbk 14.560.826.345 291.216.526.900 84.83
2. Public 2.603.806.200 52.076.124.000 15.17
Total Issued and Paid Up Capital 17,164,632,545 343,292,650,900 100
Total Portfolio Shares 7,835,367,455 156,707,349,100 -
The Company’s Controlling Shareholder, as defined in Article 1 point 4 of POJK No.
9/POJK.04/2018, is PT Elang Mahkota Teknologi Tbk (“EMTEK”), holding 14,560,826,345 shares,
representing 84.83% of the Company’s issued and paid-up capital. Mr. Eddy Kusnadi Sariaatmadja
holds shares in EMTEK directly amounting to 21.88% and indirectly through PT Adikarsa Sarana
amounting to 14.09%, a total shareholding of 35.97% in EMTEK.
Accordingly, Mr. Eddy Kusnadi Sariaatmadja, as the controlling shareholder of EMTEK, is the
Ultimate Beneficial Owner of the Company.
D. Management and Supervision
Deed No. 21 dated June 18, 2025, drawn up before Aryanti Artisari, S.H., M.Kn., a Notary in South
Jakarta, which has been notified to and received by the Minister of Law through the Letter of
Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0303802 dated June 26,
2025, the composition of the Board of Directors and Board of Commissioners of the Company is as
follows:
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Board of Commissioners
President Commissioner and : Robert Pakpahan
Independent Commissioner
Independent Commissioner : Unggung Cahyono
Independent Commissioner : Heru Kristiyana
Commissioner : Alexander Tedja
Board of Directors
President Director : Jusup Halimi
Vice President Director : Juniwati Gunawan
Director : Meta Dewi Thedja
Director : drg. Nailufar, MARS
Director : Kusmiati
Director : Armen Antonius Djan
As of the date of this Disclosure of Information, the Company, the members of the Board of Directors
and the Board of Commissioners of the Company are not involved in any material cases or disputes,
either in court or out of court, which may adversely affect the business continuity of the Company
and/or Controlled Companies as well as the implementation.
INFORMATION REGARDING MESOP PROGRAM
The MESOP Program is a program for the granting of the Company’s new shares free of charge to
employees, members of the Board of Directors, and members of the Board of Commissioners of the
Company and/or its Controlled Companies who meet the requirements to own shares in the Company,
through the issuance of New Shares by the Company in a maximum amount of 34.329.265 (thirty four
million three hundred twenty nine thousand two hundred sixty five) shares with a par value of Rp20,-
(twenty Rupiah) per share, in which the exercise price will be determined by the Company's Board of
Directors with the approval of the Company's Board of Commissioners in accordance with the
provisions of Point V.2 Attachment II of the Listing Regulation of PT Bursa Efek Indonesia No. I-A, Decree
No. Kep-00045/BEI/03-2026 dated March 31, 2026 concerning Amendments to the Regulation on the
Listing of Shares and Equity Securities Other than Shares Issued by Listed Companies (“Regulation No.
I-A”). The source of funding for the MESOP Program shall be derived from the Company’s internal cash
and/or other funding sources to be determined by the Company at a later stage.
The MESOP Program implemented by the Company does not constitute a Public Offering to the public
as referred to in Article 1 point 3 of POJK No. 45 of 2024. This MESOP Program is conducted on a limited
basis and is specifically intended for the Company’s management and/or employees and is not intended
to be offered or distributed to the public.
The MESOP Program referred to in this Disclosure of Information constitutes a program for the issuance
of new shares by the Company, offered on a limited basis to the Company’s Directors and/or key
management and employees of the Company and its Group who hold strategic positions within the
Company, thereby qualifying as an offering of securities that does not constitute a Public Offering as
regulated under POJK No. 29/POJK.04/2021 on Offerings that are Not Public Offerings in conjunction
with SEOJK No. 33/SEOJK.04/2022 on Guidelines for the Implementation of Offerings that are Not Public
Offerings.
A. MESOP Program Participants
Participants in the MESOP Program are all employees, members of the Board of Directors, and
members of the Board of Commissioners who meet the following requirements:
1. members of the Board of Commissioners of the Company (except for the Independent
Commissioners) and Controlled Companies approved by the Nomination and
Remuneration Committee of the Company who served at the date of free shares
distribution as part of the compensation;
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2. members of the Board of Directors of the Company and Controlled Companies who are
proposed by the Board of Directors and approved by the Nomination and Remuneration
Committee of the Company who served at the date of free shares distribution as part of the
compensation; and
3. permanent employees of the Company and Controlled Companies appointed by the Board
of Directors of the Company with the following requirements: (i) have a position with a
minimum rank of Grade N-3 and above; (ii) recorded in the employees data of the Company
and the Controlled Companies; and (iii) have worked for at least 6 (six) months prior to the
date of free shares distribution as part of compensation;
hereinafter referred to as “MESOP Program Participants”.
B. Shares Distribution Period
Reffer to the provisions of POJK No. 14/2019, the MESOP Program will be implemented over a
period of 5 (five) years from the date of the GMS approving the MESOP Program. In this regard, if
approved at the General Meeting of Shareholders of the Company to be held on 9 June 2026, the
implementation period of the MESOP Program shall be from 2026 to 2031.
If deemed relevant to the Company's Board of Directors, in which there must be a prior approval
from the Company's Nomination and Remuneration Committee, the New Shares will be issued
annually at 25% (twenty five percent) for 4 (four) consecutive years. The Company ensures that the
total number of New Shares to be issued shall not exceed 34,329,265 (thirty four million three
hundred twenty nine thousand two hundred sixty five) shares, or equivalent to a maximum of 0.2%
(zero point two percent) of the Company’s issued and paid-up capital. The calculation of the
maximum issuance of such New Shares shall, in its implementation, comply with the provisions of
Article 8C of POJK No. 14/2019. Each of the New Shares issued shall be allocated to the MESOP
Program participants, subject to a vesting period to be determined by the Company. Dividends to
be distributed by the Company to the MESOP Program participants shall be limited to dividends
derived from shares that have been duly issued, which shall be formally distributed to the MESOP
Program participants.
The New Shares will be distributed to MESOP Program Participants in several stages to be
determined by the Company's Board of Directors 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 MESOP Program Participants based on the
participants' work performance and by taking into account their duties and responsibilities in
making decisions that have a significant impact on the Company's performance.
C. Determination of Exercise Price of The New Shares
The determination of the exercise price of shares under the MESOP Program will be carried out by
the Board of Directors with the prior approval of the Company’s Board of Commissioners, in
reference to the provisions of Point V.2 of Attachment II of Rule No. I-A, which stipulate that the
exercise price shall be at least 90% (ninety percent) of the average closing price of the Company’s
shares over a period of 25 (twenty five) consecutive trading days in the regular market prior to the
date of the report to the Indonesia Stock Exchange (“IDX”) regarding the planned implementation
of the MESOP, or shall be determined in accordance with the prevailing laws and regulations in the
fields of limited liability companies and capital markets, as well as applicable accounting standards.
D. Status of The MESOP Program Shares
The New Shares in the MESOP Program have the same rights, position, and degrees in all respects
as other shares that have been issued and fully paid into the Company, including in terms of
acquiring rights to dividends and issuing voting rights at the GMS and other corporate actions to be
implemented by the Company.
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E. Period of The New Shares Issuance and The MESOP Program Implementation
The issuance period of the New Shares shall be carried out at 25% (twenty-five percent) annually
over a period of 4 (four) consecutive years. The number of participants in the MESOP Program and
other matters related to the implementation of the MESOP Program shall be determined by the
Company at a later stage, with due observance of the prevailing laws and regulations in the capital
market sector.
F. Requirements of The MESOP Program
By taking into account the applicable laws and regulations, this MESOP Program can be carried out
by first fulfilling the following requirements:
1. The Company has obtained an approval from the General Meeting of Shareholders to implement
the MESOP Program;
2. The Company has obtained IDX approval for the pre-listing application of the additional shares
originating from the MESOP Program;
3. If any of the MESOP Program Participants resigns from his/her position at the Company or
Controlled Companies, all shares to be granted but have not met the vesting period will be
forfeited and the said MESOP Program Participant is not entitled to such shares. If any of the
MESOP Program Participants is dismissed from his/her position at the Company or Controlled
Companies, all shares to be granted but have not met the vesting period will be forfeited and
the said MESOP Program Participant is not entitled to such shares. As for each forfeited share,
there will be no transfer of rights to the other MESOP Program Participants; and
4. Other requirements which will be further determined by the Board of Directors after receiving
a recommendation from the Company's Nomination and Remuneration Committee.
G. 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 source of funding to be utilized by the Company for the implementation of the MESOP Program
shall be derived from the Company’s internal cash and/or other sources of funding to be determined
by the Company.
In implementing the MESOP Program, the Company undertakes to comply with the prevailing laws
and regulations, including fulfilling and/or complying with any and all tax obligations arising from
the implementation of the MESOP Program.
The implementation of the capital increase through the MESOP Program is expected to have a
positive impact on the Company’s capital structure, as the increase in the number of issued shares
will directly enhance the Company’s equity.
Accordingly, with the increase in equity, the Company’s capital structure will become stronger, which
in turn will support the Company’s long term growth strategy and enhance the Company’s value.
Furthermore, the Company expects that the MESOP Program will promote the loyalty and motivation
of management and employees, without adversely affecting the Company’s financial stability.
Projection Capital and Shareholder Structure in Relation to the MESOP Program
With reference to the Company's Shareholders Register as of 30 April 2026, from PT Bima Registra,
the following is the projection of the Company's capital and shareholder composition before and
after the issuance of New Shares:
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Before the Issuance of After the Issuance of
the MESOP Program Shares the MESOP Program Shares
Nominal IDR20, -/share Nominal IDR20, -/share
REMARKS (IDR) (IDR)
Number of Nominal Value Number of Nominal Value
% %
Shares (IDR) Shares (IDR)
Authorized Capital 25,000,000,000 500,000,000,000 - 25,000,000,000 500,000,000,000 -
Issued and Paid-Up
Capital
The Shareholders:
1 PT Elang Mahkota 14.560.826.345 291.216.526.900 84.66
14.560.826.345 291.216.526.900 84.83
Teknologi Tbk
2 Public 2.603.806.200 52.076.124.000 15.17 2.603.806.200 52.076.124.000 15.14
3 MESOP Program - - - 34,329,265 686,585,300 0.20
Total Issued and 17,164,632,545 343,292,650,900 100 17,198,961,810 343,979,236,200 100
Paid-Up Capital
Total Portfolio 7,835,367,455 156,707,349,100 - 7,801,038,190 156,020,763,800 -
Shares
With respect to the overall implementation of the MESOP Program, in the event that all shares are
issued as New Shares from the Company’s treasury shares, the Company’s shareholders will
experience a proportional dilution of their share ownership in accordance with the number of new
shares issued, amounting to a maximum of 0.2% (zero point two percent).
H. 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.
THE STATEMENT OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The information described in this Disclosure of Information has been approved by the Board of
Commissioners and Directors of the Company, who are responsible for the validity of all information
disclosed. The Board of Commissioners and Directors of the Company hereby declare that all material
information and opinions expressed in this Disclosure of Information are true and can be accounted for
and there is no other information that has not been disclosed which may lead to incorrect or misleading
information. The Board of Commissioners and Directors of the Company have reviewed the MESOP
Program, including assessing the risks and benefits for the Company and all shareholders. Therefore,
based on trust and confidence that the MESOP Program is the best choice to achieve benefits for the
Company, Directors and Board of Commissioners of the Company recommend to shareholders to
approve the MESOP Program as described in this Disclosure of Information.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions of the applicable laws and regulations, the approval of this MESOP
Program will be requested at the Company's EGMS which will be held on:
Day, Date : Tuesday, 9 June 2026
Time : 14.00 Western Indonesian Time – until end
Venue : Studio SCTV, SCTV Tower Floor 8, Senayan City,
Jl. Asia Afrika Lot. 19, Central Jakarta, 10270, Indonesia.
Meeting Agenda :
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1. Approval of the establishment of the Management and Employee Stock Ownership Program
(“MESOP Program”) in a maximum amount of 34,329,265 shares or 0.2% of the Company’s
fully issued and paid-up capital.
2. Approval of the Company’s plan to conduct a Capital Increase Without Pre-emptive Rights in a
maximum amount of 1,647,804,724 shares or 9.6% of the Company’s issued and paid-up capital
(“PMTHMETD”).
3. Approval to encumber a substantial portion or the entirety of the Company’s and/or its
subsidiaries’ assets and/or properties, including but not limited to the provision of corporate
guarantees by the Company and/or its subsidiaries in favor of banks and/or other financial
institutions in connection with financing arrangements from such banks and/or other financial
institutions, as required under the provisions of Article 102 of the Company Law.
The announcement and notice of the EGMS were published on (i) the eASY.KSEI website, (ii) the IDX
website, and (iii) the Company’s website on 26 April 2026 and 11 May 2026.
In accordance with the agenda of the EGMS, the quorum requirements are as follows:
Quorum for the First and Second Agenda
Referring to Article 8A paragraphs (2) and (3) of POJK No. 14/2019, the quorum requirements for
attendance and approval of the MESOP Program and PMTHMETD are as follows:
1. The GMS may be convened if attended by more than 1/2 (half) of the total shares with valid
voting rights held by independent shareholders and shareholders who are not affiliated with
the public company, members of the Board of Directors, members of the Board of
Commissioners, major shareholders, or controlling shareholders.
2. Resolutions of the GMS as referred to in point 1 shall be valid if approved by more than 1/2
(half) of the total shares with valid voting rights held by independent shareholders and non-
affiliated shareholders.
3. If the quorum for the first GMS is not met, a second GMS may be convened if attended by more
than 1/2 (half) of the total shares with valid voting rights held by independent shareholders
and shareholders who are not affiliated with the public company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders, or controlling
shareholders.
4. Resolutions of the second GMS shall be valid if approved by more than 1/2 (half) of the total
shares with valid voting rights held by independent shareholders and shareholders who are not
affiliated with the public company, members of the Board of Directors, members of the Board
of Commissioners, major shareholders, or controlling shareholders.
5. In the event that the attendance quorum for the second GMS is not achieved, a third GMS may
be convened, provided that such third GMS shall be valid and authorized to adopt resolutions if
attended by independent shareholders and shareholders who are not affiliated with the public
company, members of the Board of Directors, members of the Board of Commissioners, major
shareholders, or controlling shareholders, representing shares with valid voting rights, within
the attendance quorum determined by the Financial Services Authority (OJK) upon the request
of the public company.
6. Resolutions of the third GMS shall be valid if approved by independent shareholders and
shareholders who are not affiliated with the public company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders, or controlling
shareholders which representing more than 50% (fifty percent) of the shares held by such
shareholders present at the GMS.
7. The convening of the GMS must comply with POJK No. 15/2020, POJK No. 14/2025, and the
Company’s Articles of Association, unless otherwise stipulated by OJK regulations.
11
Page 12
Unofficial Translation
Quorum for the Third Agenda
1. The GMS may be convened if attended by shareholders representing at least ¾ (three fourths)
of the total shares with valid voting rights. Resolutions are valid if approved by more than ¾
(three fourths) of the shares present.
2. If the quorum is not met, a second GMS may be held if attended by shareholders representing
at least 2/3 (two thirds) of the total shares with valid voting rights. Resolutions are valid if
approved by more than ¾ (three fourths) of the shares present at the second GMS.
3. If the quorum for the second GMS is not met, a third GMS may be held, which shall be valid and
authorized to adopt resolutions if attended by shareholders representing shares with valid
voting rights and in accordance with the quorum requirements determined by the Financial
Services Authority (OJK) upon the Company’s request.
ADDITIONAL INFORMATION
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.
Shareholders of the Company who require further information in relation to this Disclosure of
Information on the matters set out above may contact the Company during business days and hours at
the following address:
Corporate Secretary
PT Sarana Meditama Metropolitan Tbk (SAME)
Kantor Pusat:
Jl. Pulomas Barat VI No. 20
Kayu Putih, Pulo Gadung,
Jakarta Timur 13210
Indonesia
Telp. 150 789
Email: corsec@emc.id
Jakarta, 5 June 2026
PT Sarana Meditama Metropolitan Tbk
The Board of Directors
12
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Financial Services Authority
p.1 ×8
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Indonesia Stock Exchange
p.1 ×4
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Aulia Taufani
· Notaris
p.2 ×5
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PT Bima Registra
p.2 ×3
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Government of Republic of Indonesia
p.2 ×2
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PT Kustodian Sentral Efek Indonesia
p.2
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Minister of Law
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Bapepam
p.2 ×4
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Budiarti Karnadi S.H.
· Notaris
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Minister of Justice
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Eddy Kusnadi Sariaatmadja
p.6 ×2
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Aryanti Artisari
· Notaris
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PT Bursa Efek Indonesia No. I-A
p.7
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H. No Objections
p.10
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