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20240530_DOID_Laporan Informasi dan Fakta Material_31644629_lamp2.pdf
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THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ("EGMS") TO APPROVE THE
TRANSACTION PLAN WILL BE HELD IN JAKARTA ON JUNE 21, 2024.
ALL INFORMATION CONTAINED IN THE AMENDMENT AND/OR ADDITIONAL TO THIS INFORMATION
DISCLOSURE IS ONLY A PROPOSAL THAT SUBJECT TO SHAREHOLDERS' APPROVAL AT THE
COMPANY'S EGMS.
This Disclosure of Information is published in Jakarta on May 30, 2024.
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BACKGROUND OF THE IMPLEMENTATION OF THE COMPANY’S SHARES REPURCHASE
As stated in Information Disclosure I, the Company has implemented a Share Repurchase program pursuant to
the provisions of Financial Services Authority (“OJK”) Regulation No. 2/POJK.04/2013 (“POJK 2/2013”) and OJK
Circular Letter No. 3/SEOJK.04/2020 (“SEOJK 3/2020”). The total shares that have been repurchased by the
Company from the Share Repurchase activities amounting to 1,284,502,100 (one billion two hundred eighty-four
million five hundred two thousand and one hundred) shares or representing 14.9% of the Company's total issued
and paid-up capital ("Treasury Shares Phase 1").
Background Regarding Implementation of Treasury Shares Phase 1
No. Date of Disclosure of Information Date of Implementation Report of Total Treasury Shares
Treasury Shares Phase 1 Phase 1
(share)
1 March 7, 2022 based on Letter No. June 8, 2022 based on Letter No. 597,489,700
011/DOID/OJK-BEI/III/2022 081/DOID/OJK/VI/2022
2 September 7, 2022 based on Letter December 8, 2022 based on Letter 114,210,300
No. 108/DOID/OJK-BEI/IX/2022 No. 189/DOID/OJK/XII/2022
3 January 24, 2023 based on Letter April 18, 2023 based on Letter No. 201,800,000
No. 007/DOID/OJK-BEI/I/2023 082/DOID/OJK/IV/2023
4 April 26, 2023 based on Letter No. July 27, 2023 based on Letter No. 344,567,400
083/DOID/OJK-BEI/IV/2023 179/DOID/OJK/VII/2023
5 July 31, 2023 based on Letter No. August 8, 2023 based on Letter No. 26,434,700
182/DOID/OJK-BEI/VII/2023 189/DOID/OJK/VIII/2023
Total Treasury Shares Phase 1 1,284,502,100
Regarding the Treasury Shares Phase 1, the Company has transferred the followings:
No. Description GMS Approval Total Treasury % of Issued and
Shares Phase 1 Paid-up Capital
Transferred
(share)
1 The Transfer of Treasury Shares EGMS dated 646,550,000 7.5%
Phase 1 through MESOP Program December 13,
(Long Term Share Plan/LTSP) Period 2023
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2 The Transfer of Treasury Shares EGMS dated 422,384,800 4.9%
Phase 1 through Capital Reduction December 13,
(“Capital Reduction 1”) ¹ 2023, reaffirming
at the EGMS
dated April 18,
2024
Remaining of Treasury Shares Phase 1 215,567,300 2.5%
¹ The process of Capital Reduction 1 is ongoing and it will be effective on June 21, 2024 as required in the provision of UUPT.
After the transfer of Treasury Shares Phase 1 through Capital Reduction 1 becomes effective on June 21, 2024
as required in the provision of UUPT and as referred in the above table, the Company's issued and paid-up capital,
which initially amounted to 8,621,173,232 shares or 31.9% of the Company's authorized capital, will become
8,198,788,432 shares or 30.4% of the Company's authorized capital.
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Furthermore, the Company's shareholders at the Extraordinary General Meeting of Shareholders held on April 18
2024 have approved the Company's plan to carry out a Share Repurchase pursuant to OJK Regulation No. 29 of
2023 concerning the Shares Repurchase Issued by Public Companies ("POJK 29/2023"), and as stated in the
Deed of EGMS Minutes No. 35 dated 18 April 2024 made by Aulia Taufani S.H., Notary in South Jakarta ("EGMS
Resolution"). The number of shares that have been approved to be repurchased by the Company is a maximum
of 819,878,843 (eight hundred nineteen million eight hundred seventy-eight thousand eight hundred forty-three)
shares (while still taking into account the remaining of Treasury Shares Phase 1). Pursuant to the provisions of
UUPT and POJK 29/2023, public companies may repurchase their shares so long the share repurchase does not
cause the Company's net assets to become smaller than the amount of issued capital plus the required reserves.
As of this Amendment and/or Additional Disclosure of Information is issued, the Company has carried out Share
Repurchase based on the EGMS Resolution amounting to 199,222,700 shares (“Treasury Shares Phase 2”). The
Company will continue the Share Repurchase up to the maximum threshold approved by the EGMS Resolution,
amounting to 819,878,843 (eight hundred nineteen million eight hundred seventy-eight thousand eight hundred
forty-three) shares.
INFORMATION REGARDING TRANSACTION PLAN
A. Description of the Plan for Reduction of Capital
Referring to the provisions of Article 47 paragraphs 1 and 2 of UUPT, it is stated that the reduction of issued
and paid-up capital is carried out, among other things, by canceling shares that have been repurchased by the
Company, and Article 21 point (b) of POJK 29/2023 states that the shares repurchased can be transferred,
among other things, by canceling the shares for capital reduction. In view of the Company's tremendous cash
flow and growth, as well as to increase shareholders value and simultaneously to produce a more efficient
capital structure for the Company, the Company intends to reduce its issued and paid-up capital by canceling
the Treasury Shares obtained from the share repurchased up to a maximum of 625,506,721 (six hundred twenty
five million five hundred six thousand seven hundred and twenty one) shares (“Capital Reduction 2”),
consisting of:
- Remaining of Treasury Shares Phase 1: 215,567,300 shares
- Treasury Shares Phase 2: 409,939,421 shares or representing 5% of the issued and paid-up capital after
Capital Reduction 1
Capital Reduction 2 will be carried out immediately after obtaining EGMS approval, which will be held on June
21, 2024 and the numbers of Treasury Shares Phase 2 required for Capital Reduction 2 are fulfilled.
B. Description of the Plan for MESOP Program Period 2
Referring to the provisions of Article 21 point (c) of POJK 29/2023, it is stated that the shares repurchased can
be transferred, among other things, by implementing a share ownership program by employees and/or the
Board of Directors and/or the Board of Commissioners (the Board of Directors and the Board of Commissioners
hereinafter jointly referred to as “Management”). Regarding Treasury Shares Phase 2, apart from implementing
the Capital Reduction 2 as referred above, the Company also plans to transfer part of it for the MESOP Program
Period 2.
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The MESOP Program is a share ownership program offered to key employees, members of the Board of
Directors and/or members of the Board of Commissioners of the Company and its subsidiaries who meet the
requirements to participate in the Company’s shares ownership ("Program Participants").
The Company believes that the improvement of the Company’s growth and performance that has been
achieved to date, are supported by hard work, contribution and joint commitment from the Management and
employees of the Company and its subsidiaries. Therefore, in order to maximize the potential for sustainable
business growth and optimize the employee’s performance, the Company considers it necessary to carry out
a retention program to retain the high-performing Management and employees.
The terms and conditions related to the implementation of MESOP Program Period 2, including but not limited
to the mechanism, the requirements for Program Participants, the schedule and implementation period,
procedures for transferring shares to Program Participants and other requirements, will be then determined by
the Company's Board of Directors, with due observance to the proposals and/or feedbacks from the Company's
Board of Commissioners who carries out the Nomination and Remuneration function, whilst complying with the
applicable laws and regulations related to the implementation of MESOP Program Period 2. To maintain the
shareholders’ value, the Board of Directors shall determine the exercise price for the shares to be allocated in
the MESOP Program Period 2 and shall determine the target price at which the shares can be sold, hence
incentivizing all employees in achieving maximum shareholder value.
The implementation of MESOP Program Period 1 has been realized on April 4, 2024 as disclosed in the
Disclosure of Information through the Company’s Letter No. 031/DOID/OJK-BEI/IV/2024 dated 16 April, 2024,
while the MESOP Program Period 2 will be carried out through the transfer of Treasury Shares Phase 2.
Therefore, the implementation of MESOP Program Period 2 will not have a dilution effect on the shareholders
ownership in the Company, because the shares that will be included in the MESOP Program Period 2 are not
a new share issuance.
The number of shares that will be transferred in MESOP Program Period 2 is at a maximum of 409,939,422
(four hundred nine million nine hundred thirty nine thousand four hundred twenty two) shares, all of which come
from theTreasury Shares Phase 2. MESOP Program Period 2 will be carried out after obtaining EGMS approval
and the numbers of Treasury Shares Phase 2 required for MESOP Program Period 2 are fulfilled.
C. Proforma of Capital Structure After Transaction Plan
Description Total Shares Percentage of Percentage of
Authorized Capital Issued and
Paid-up Capital
Authorized Capital 27,000,000,000 100.00%
Issued and Paid-up Capital 8,621,173,232 31.93%
Total Treasury Shares Phase 1 1,284,502,100 14.9%
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Description Total Shares Percentage of Percentage of
Authorized Capital Issued and
Paid-up Capital
Implementation of Treasury Shares Phase 1
Realization of MESOP Program Period 1 646,550,000 7.5%
Realization of Capital Reduction 1 ¹ (422,384,800) 4.9%
Issued and Paid-up Capital (after Capital 8,198,788,432 30.37%
Reduction 1 becomes effective) ¹
Remaining of Treasury Shares Phase 1 215,567,300 2.5%
Transaction Plan (Implementation of Remaining Treasury Shares Phase 1 dan Treasury Shares Phase 2) ²
Total Treasury Shares Phase 2 Maximum Maximum
819.878.843 10%
Plan for Capital Reduction 2 (625.506.721) 2,5% ³ + 5,0% ⁴
Issued and Paid-up Capital (after Capital 7.573.281.711 28,05%
Reduction 2 becomes effective) ²
Plan for MESOP Program Period 2 409.939.422 5,0%
Remaining of Treasury Shares Phase 2 0 0
¹ The process of Capital Reduction 1 is ongoing and it will be effective on June 21, 2024 as required in the provision of UUPT.
² To be approved at EGMS.
³ Remaining of Treasury Shares Phase 1.
⁴ Treasury Shares Phase 2.
THE COMPANY’S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS)
The Transaction Plan requires approval from the Company's shareholders. Therefore, the Company intends to
obtain approval from shareholders at the Company's EGMS which will be held on Friday, June 21, 2024, with the
following schedule:
Description Date
Notification of EGMS schedule and agenda to OJK May 6, 2024
EGMS Announcement May 15, 2024
Recording Date May 29, 2024
EGMS Invitation May 30, 2024
Holding EGMS June 21, 2024
Reduction of Capital Announcement June 22-28, 2024
Approval of Amendments to the Articles of Association from the Ministry of Law August 21-27, 2024
and Human Rights
The requirements for attendance and voting quorum at the EGMS based on the Company's articles of association
are as follows:
a. The EGMS to approve the plan for Capital Reduction 2 must be attended by shareholders representing at
least 2/3 of the total shares with valid voting rights issued by the Company and the EGMS resolution must be
approved by more than 2/3 of the total shares with voting rights present at the EGMS.
b. The EGMS to approve the plan for MESOP Program Period 2 must be attended by shareholders representing
more than 1/2 of the total shares with voting rights who are present or represented and the EGMS resolution
must be approved by more than 1/2 of the total shares with voting rights who attended the EGMS.
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SUPPLEMENTAL INFORMATION
For shareholders who need supplemental information regarding the above explanations, please contact:
PT Delta Dunia Makmur Tbk
South Quarter Tower A, Penthouse Floor
Jl. R.A. Kartini Kav 8, Cilandak Barat
Jakarta 12430, Indonesia
Phone: (021) 30432080; Fax: (021) 30432081
Website: www.deltadunia.com
Email: corpsec@deltadunia.com
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Financial Services Authority
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Aulia Taufani S.H.
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Ministry of Law
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