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20240610_AMMN_Laporan Informasi dan Fakta Material_31659681_lamp3.pdf
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Page 1 OCR 0.934
DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF PT AMMAN MINERAL INTERNASIONAL TBK (“COMPANY”) IN ORDER FOR THE COMPANY'S PLAN TO MAKE CHANGES TO THE PROVISIONS RELATED TO THE MANAGEMENT STOCK OPTION PLAN PROGRAM (“MSOP PROGRAM”) ANN AMMAN PT Amman Mineral Internasional Tbk Domiciled in South Jakarta, Indonesia Main Business Activity: Aktivitas Perusahaan Holding Head Office: Menara Karya 6" Floor Unit A, B, C and H Jl. H.R. Rasuna Said Blok X-5 Kav. 1-2 South Jakarta 12950 Phone: 0215799 4600: Facsimile: 021 576 1464 Email: corporate.secretary@amman.co.id Website: www.amman.co.id This Disclosure of Information is issued on 10 June 2024
Page 2 OCR 0.941
INTRODUCTION
This information disclosure is conveyed to the Company's shareholders in connection with the
Company's plan to make changes to the provisions related to the Company's Management
Stock Option Plan ("MSOP Program").
The issuance of new shares in connection with the implementation of the Company's MSOP
Program has previously approved by the Company shareholders based on Deed of Company's
Shareholders Resolutions No. 129 dated 21 March 2023, made before Jose Dima Satria, S.H.,
M.Kn., Notary in Jakarta and has obtained Securities Listing Approval in the Framework of MSOP
Program from the Indonesia Stock Exchange as stipulated in Letter of the Indonesia Stock
Exchange No. S-06911/BEI.PP2/08-2023 dated 16 August 2023.
By way of information, all MSOP Program's participants have exercised their respective option
rights in connection with the MSOP Program in the period of 5 October 2023 to 15 November
2023 in accordance with the allocated number of shares stipulated under the Decree of the
Company's Board of Commissioners No. 028/COM-AP/AMI/II/2023 dated 21 March 2023 and
in accordance with exercise provisions stipulated under the Decree of the Company's Board of
Directors No. 027/DIR-AWS/AMI/III/2023 dated 21 March 2023 (“BOD Decree 027/2023”).
The issuance of new shares in connection with such exercise of option rights have been
reflected in the amendment of the Company' articles of association as stipulated in (i) Deed
of Shareholders Resolutions Amendment to the Articles of Association No. 104 dated 24
October 2023, made before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which has obtained
notification receipt of amendment to the articles of association from the Ministry of Law and
Human Rights of the Republic of Indonesia (“"MOLHR”) through letter No. AHU-AH.01.03-
0132845 dated 24 October 2023: and (ii) Deed of Shareholders Resolutions Amendment to the
Articles of Association No. 120 dated 22 November 2023, made before Jose Dima Satria, S.H.,
M.Kn., Notary in Jakarta, which has obtained notification receipt of amendment to the articles
of association from the MOLHR through letter No. AHU-AH.01.03-0147421 dated 27 November
2023.
PURPOSE AND BACKGI
OF THE AMENDMENT TO THE PROVISIONS RELATED TO THE
MSOP PROGRAM
The Company refers to the purpose of the MSOP Program, namely, to provide rewards and
incentives to the management of the Company and its subsidiaries for their performance and
contribution to the Company, as well as to increase the sense of ownership of the Company.
Based on further review of the MSOP Program and considering the performance of each of the
Company's Board of Directors who have been able to implement various strategies to ensure
the sustainability of the smelter project and ongoing expansion projects to remain in line with
the expected completion target, the Company intends to make changes to the provisions
related to the MSOP Program as previously stipulated in the BOD Decree 027/2023.
Page 3 OCR 0.901
AMENDMENT TO THE PROVISIONS RELATED TO THE MSOP PROGRAM In connection with the Company's plan to make changes to the provisions related to the MSOP Program, the Company's Board of Directors has stipulated the Company's Board of Director's Decree No. 032/AMI/VI/2024 dated 10 June 2024 (“BOD Decree 032/2024”). Based on the BOD Decree 032/2024, the plan to make changes to the provisions related to the MSOP Program that will be executed are as follows: the following restrictions on transfer or encumbrance by of pledge or another similar encumbrance: (i) Eirst Period: All MSOP shares are subject to the Transfer or Encumbrance Restriction — for a period of 1 (one) year from the listing date of the MSOP Program's shares. Upon the expiration of the First Period, 1/4 NO. MSOP PROGRAM BOD DECREE 027/2023 BOD DECREE 032/2024 PROVISIONS 1. | Lock Up Provisions MSOP Program's | Peserta Program MSOP participants are subjectto | tunduk pada larangan untuk mengalihkan saham Program membebankan MSOP — atau saham Program MSOP dengan hak gadai atau jaminan serupa lainnya sebagai berikut: (1) First Period: All MSOP shares are subject to the Transfer or Encumbrance Restriction up to June 2024. Upon the expiration of the First Period, 1/4 (one- guarter) of the MSOP Program's shares shall be released from the (one-guarter) of the Transfer or MSOP Program's Encumbrance shares shall be Restriction. released ' from the Transfer or Encumbrance Restriction. (ii) Second Period: 3/4 |(ii) Second Period: 3/4 (three-guarters) of the (three-guarters) of the MSOP Program's MSOP Program's shares shares shall be subject shall be subject to the to the Transfer or Transfer or Encumbrance Encumbrance Restriction — for @ Restriction up to June period of 2 (two) years 2025. Upon the from the listing date of the MSOP Program's shares. Upon the expiration — of the expiration — of the Second Period, 2/4 (two-guarters) of the MSOP Program's shares
Page 4 OCR 0.896
Second Period, 2/4 (two-guarters) of the MSOP Program's shares shall be released ' from the Transfer of Encumbrance Restriction. (iii) Third Period: 2/4 (two- (iv) guarters) of the MSOP Program's shares shall be subject to the Transfer or Encumbrance Restriction — for @ period of 3 (three) years from the listing date of the MSOP Program's shares. Upon the expiration of the Third Period, 3/4 (three guarters) of the MSOP Program's shares shall be released from the Transfer or Encumbrance Restriction. Fourth Period: Y4 (one- guarter) of the MSOP Program's shares shall be subject to the Transfer or Encumbrance Restriction — for a@ period of 4 (four) years from the listing date of the MSOP Program's shares. Upon the expiration of the Fourth Period, all MSOP Program's shares shall be released from the Transfer or Encumbrance Restriction. shall be released from the Transfer of Encumbrance Restriction. (iii) Third Period: 2/4 (two- (iv) guarters) of the MSOP Program's shares shall be subject to the Transfer or Encumbrance Restriction up to June 2026. Upon the expiration of the Third Period, 3/4 (three guarters) of the MSOP Program's shares shall be released from the Transfer or Encumbrance Restriction. Fourth Period: Y4 (one- guarter) of the MSOP Program's shares shall be subject to the Transfer or Encumbrance Restriction up to June 2027. Upon the expiration — of the Fourth Period, all MSOP Program's shares shall be released from the Transfer or Encumbrance Restriction.
Page 5 OCR 0.931
The Company's plan to make changes to the provisions related to the MSOP Program does not cause changes to the allocation of the number of MSOP Program shares, which is a maximum of 602,336,000 (six hundred two million three hundred thirty-six thousand) shares, all of which are eguivalent to 0.83X (zero-point eight three percent) of the Company's issued and paid-up capital after the Company's Initial Public Offering. ADDITIONAL INFORMATION If the Company shareholders reguire further information, please contact the Company on the Company's working days and hours at the following address: PT Amman Mineral Internasional Tbk Menara Karya 6" Floor Unit A, B, C and H Jl. H.R. Rasuna Said Blok X-5 Kav. 1-2 South Jakarta 12950 Phone: 0215799 4600: Facsimile: 021 576 1464 Email: corporate.secretary@amman.co.id Website: www.amman.co.id
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Indonesia Stock Exchange
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