20260522_SMAR_Laporan Informasi dan Fakta Material_32094109_lamp3.pdf

PROCEDURE FOR THE BUYBACK OF THE COMPANY’S SHARES OWNED BY THE SHAREHOLDERS WHO HAVE
VOTED DISSENTING ON THE PROPOSED MERGER

A. Shareholders whose Shares can be Purchased by the Company

   The shareholders of the Company who are given the opportunity to request that their shares be
   purchased ("Offered Shares") by the Company are those who have submitted an application for share
   buyback ("Applicants"), who:

     i.    Are recorded in the Company’s Shareholders Registry on 29 April 2026 at 16.00 Western
           Indonesian Time (“WIB”), which is 1 (one) business day before the date of the invitation for the
           EGMS;
     ii.   Have voted dissenting at the EGMS on the proposed Merger approval agenda; and
    iii.   Have submitted a statement form of intention to sell shares (“Share Sale Declaration Form”) to
           the Company from 25 May 2026 until 3 June 2026, no later than 16.00 WIB, accompanied by valid
           document of legal ownership of the Company’s shares and sufficient evidence that the Merger is
           detrimental to the relevant shareholders or to the Company (“Supporting Documets”). Sufficient
           evidence refers to valid, orginal, and legally binding written documents/data/information in
           accordance with the laws of the Republic of Indonesia.

   The signed Share Sale Declaration Form (and accompanied by Supporting Documents) must be submitted
   to PT Sinartama Gunita as the Share Registrar (“BAE”) appointed by the Company. The application to
   participate in the Company’s share buyback must be submitted in accordance with the terms and
   conditions set forth in this Disclosure of Information and in the Share Sale Declaration Form. The
   complete information regarding the procedure for submitting the Share Sale Declaration Form and its
   Supporting Documents can be read on the Share Sale Declaration Form.

   If there is an Applicant who requests his/her shares to be purchased by the Company, but does not fulfill
   points (i), (ii) and (iii) as above, then the Applicant HAS NO RIGHT to request his/her shares to be
   purchased by the Company.

   Applicants whose shares are in scrip form and intend to offer their shares, are required to open a
   securities account at a securities company/custodian bank and convert the scrip shares into scripless
   shares by opening a securities sub-account at the securities company/custodian bank by submitting a
   collective share certificate to the appointed BAE. Share conversion costs will be fully borne by the
   Applicant. Every Applicant who owns scrip shares and intends to convert their shares to scripless form is
   required to ensure that the shares are registered under their names in the Company's Shareholders
   Registry on 29 April 2026 at 16.00 WIB.

B. Share Buyback Price

   Since the Company’s shares are listed and traded on the Indonesia Stock Exchange (“IDX”), the share
   buyback price shall not exceed the average of the daily closing prices on the IDX over the last 90 (ninety)
   days prior to the date of the announcement of the Abridged Amendment and/or Additional Information
   to the Merger Plan, which is 20 May 2026.

   In consideration of the above, the Company will buyback the Applicant’s shares (as referred to point A
   above) by setting the price at Rp 5,265 (five thousand two hundred and sixty-five Rupiah) per share.

C. Period for the Share Buyback

                                   Description                                               Schedule
    Recording Date of the Shareholders entitled to attend the EGMS                         29 April 2026
    Announcement of the Abridged Amendment and/or Additional Information to
                                                                                           20 May 2026
    the Merger Plan
    EGMS and Merger Effective Date                                                         22 May 2026



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    Period for the Applicants to submit the share buyback request through the
    TEND instruction via the Corporate Actions/CA Election menu option at C-BEST            25 May 2026 –
    by selecting the CASH option so that the shares are marked as “Blocked for               3 June 2026
    CA” and to submit the Share Sale Declaration Form and Supporting Documents               at 16.00 WIB
    to the BAE (“Share Sale Declaration Period”)
    Date of payment by the Company and the delivery of shares from the
    Applicants who have met the requirements (“Share Buyback Settlement                      11 June 2026
    Date”)

D. Procedure for the Buyback of the Shares Owned by the Applicants

   1.    Applicants who intend to sell their shares are required to fill in, sign, and complete the Share Sale
         Declaration Form which can be downloaded from the Company's website https://www.smart-
         tbk.com/ from 25 May 2026, accompanied by the Supporting Documents, until no later than 3 June
         2026 at 16.00 WIB. The Share Sale Declaration Form and Supporting Documents that are not
         completed in accordance with the requirements as stated in the Share Sale Declaration Form and
         this Disclosure of Information will not be processed and the relevant shareholder will not be allowed
         to participate in the share buyback by the Company. For Applicants whose shares are being pledged
         as collateral and/or are in dispute, cannot participate, unless they can prove that there is no
         collateral and/or dispute over their share ownership, as evidenced by valid documents.

   2.    Applicants who have completed the Share Sale Declaration Form and Supporting Documents must
         submit the Share Sale Declaration Form along with the Supporting Documents to the appointed
         BAE, namely PT Sinartama Gunita, located at Menara Tekno, 7 th Floor, Jl. Fachrudin No. 19, Tanah
         Abang, Jakarta 10250, and send a soft copy of the Share Sale Declaration Form along with the
         Supporting Documents via email to helpdesk1@sinartama.co.id.

    3.   The Share Sale Declaration Form and Supporting Documents must be submitted by the Applicant
         between 09.00 to 16.00 WIB starting 25 May 2026 until no later than 3 June 2026 (Share Sale
         Declaration Period). BAE will validate the data as to whether the Applicant is a shareholder who
         casted dissenting vote at the EGMS on the approval of the proposed Merger agenda, including
         verifying the completeness of the Share Sale Declaration Form and Supporting Documents.

    4.   Applicants who have submitted the Share Sale Declaration Form and Supporting Documents during
         the Share Sale Declaration Period are required to instruct the Securities Company or Custodian Bank
         where they hold their shares to input TEND instructions via the Corporate Action/CA Election menu
         option in C-BEST by choosing the CASH option during the Share Sale Declaration Period or at period
         determined by PT Kustodian Sentral Efek Indonesia ("KSEI"). Shares that have been designated for
         such instruction will be under a "Blocked for CA" status, therefore, such shares cannot be assigned
         or transferred until the Share Buyback Settlement Date, except in the event of cancellation by the
         securities company/custodian bank created on behalf of the Applicant based on the terms and
         conditions listed in numbers 5 and 6 below.

   5.    At the end of each day during the Share Sale Declaration Period, KSEI will provide a list of Applicants
         whose shares have been blocked to the appointed Securities Company, namely PT Mandiri Sekuritas
         ("Appointed Securities Company") and BAE for verification and confirmation of the validity of the
         Applicants’ share ownership and providing confirmation to KSEI on a daily basis, with the latest day
         is 1 business day after the Share Sale Declaration Period, which is 4 June 2026.

   6.    After being inspected and declaring that the shares are eligible to be purchased by the Company
         (the results of such verification, examination, and determination by the Company shall be conclusive
         and binding on the Applicant), the BAE will provide confirmation to KSEI and notify the Company to
         provide the funds for the buyback settlement to KSEI, which will be carried out 1 (one) business day
         prior to the Share Buyback Settlement Date, which is on 10 June 2026 at the latest 14:00 WIB.




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        Cancellation of Participation in the Share Buyback: Before the end of and during the the Share Sale
        Declaration Period, each Applicant can cancel his or her participation in the share buyback through
        the Applicant's securities company/custodian bank for its entire shares in accordance with the
        number of votes from shares who casted dissenting vote on the proposed Merger agenda in the
        EGMS, with written notification via email to the appointed securities company and BAE with a copy
        to KSEI.

        Applicants who cancel their participation in the share buyback must cancel the CASH instruction at
        the TEND event at C-BEST through their Securities Company/Custodian Bank. The cancellation
        instruction will automatically return the Applicant's share position from "Blocked for CA" to
        "Available".

   7.   The Company, BAE, and/or the Appointed Securities Company have the right to request additional
        documents and/or information as necessary for verification purpose. In the event of any
        discrepancy in the data, documents, or information submitted by the Applicant, the Company
        reserves the right not to process the share buyback application.

   8.   The Share Buyback Settlement Date will be carried out on 11 June 2026.

        On the above-mentioned date, KSEI will transfer the approved Offered Shares to the securities
        account of the securities company appointed by the Company (on behalf of the Company as the
        party conducting the share buyback) at KSEI after the transfer of funds from the Company to the
        KSEI’s account has been carried out in accordance with the fund request letter from KSEI, which is
        1 (one) business day prior to the aforementioned date. Payment to the Applicants who have met
        the requirements will be made by the Company through KSEI on the aforementioned date. KSEI will
        make payment of funds to each securities company/custodian bank that administers the securities
        accounts on behalf of the eligible Applicant. Subsequently, the respective securities company/
        custodian bank will make the payments to the eligible Applicants.

   9.   Payments to the securities company/custodian bank will be made in Rupiah after deducting
        commissions, applicable IDX transaction fees, share conversion fees (if any), and all applicable tax
        obligations that must be paid and/or borne by the eligible Applicant in accordance with the
        prevailing laws and regulations.

   10. By submitting the Share Sale Declaration Form, the Appllicants grants consent to the Company, BAE,
       KSEI, and other pertained parties to use the Applicant’s data and information for the purpose of
       executing the share buyback in accordance with the prevailing laws and regulations.

E. Parties Appointed by the Company

   In connection with the execution of this share buyback, the Company has appointed the following parties:

                    Share Registrar:                                   Securities Company:
                  PT Sinartama Gunita                                  PT Mandiri Sekuritas
                Menara Tekno, 7th Floor                      Menara Mandiri 1, 24th – 25th Floor
          Jl. Fachrudin No. 19, Tanah Abang                      Jl. Jend. Sudirman Kav. 54-55
                     Jakarta 10250                                        Jakarta 12190
                Phone: (+62 21) 3922332                             Phone: (+62 21) 5263445
         E-mail: helpdesk1@sinartama.co.id               E-mail: sett_custody@mandirisekuritas.co.id



                       This Disclosure of Information is released on 22 May 2026




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