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20240515_DOID_Laporan Informasi dan Fakta Material_31639669_lamp2.pdf
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INFORMATION CONCERNING THE PLAN FOR CAPITAL REDUCTION
BY CANCELING THE COMPANY’S SHARES
A. Backgrounds
The Company has implemented a Share Repurchased Program pursuant to the provisions of 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").
Chronology of Treasury Shares Phase 1
No. Date of Information Disclosure Date of the Implementation Report of Total Treasury
Treasury Shares Phase 1 Shares 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 No. 114,210,300
No. 108/DOID/OJK-BEI/IX/2022 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 owned by the Company 1,284,502,100
The Transfer of Treasury Shares Phase 1
No. Description GMS Total Treasury % of Issued and
Approval Shares Phase 1 Paid-up Capital
That Have Been/Will
Be Transferred
(share)
1 The Transfer of Treasury Shares Phase EGMS dated 646,550,000 7.5%
1 through MESOP Program (Long Term December 13,
Share Plan/LTSP) Period 1 2023
2 The Plan to Transfer Treasury Shares EGMS dated A maximum of A maximum of
Phase 1 through MESOP Program (Long December 13, 215,567,300 2.5%
term Share Plan/LTSP) Period 2 ¹ 2023
3 The Transfer of Treasury Shares Phase EGMS dated 422,384,800 4.9%
1 through Capital Reduction¹ (“Capital Desember 13,
Reduction 1”) ² 2023,
reaffirming at
the EGMS
dated April 18,
2023
¹ The Plan to transfer Treasury Shares Phase 1 through MESOP Program (Long Term Share Plan/LTSP) Period 2 will be implemented
before the GMS June 21, 2024.
² The process of Capital Reduction 1 is ongoing and it will be effective on June 21, 2024 as required in the provision of UUPT.
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After the transfer of Treasury Shares Phase 1 through Capital Reduction 1 becomes effective on June 21, 2024
as referred in the table above, 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.
Further, 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 Share Repurchase issued by Public Companies ("POJK 29/2023"), and as stated in
the Deed of EGMS Minutes No. 35 dated April 18, 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
up to 819,878,843 (eight hundred nineteen million eight hundred seventy-eight thousand eight hundred and
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 that have been set aside.
B. Description of Transaction
As of this Disclosure of Information is issued, the Company has carried out Share Repurchase based on the
EGMS Resolution amounting to 138,180,000 (one hundred thirty-eight million one hundred and eighty
thousand) shares, or representing 1.60% of the Company's issued and paid-up capital ("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 and forty-three) shares.
Referring to the provisions of UUPT Article 47 paragraphs 1 and 2, it is stated that the issued and paid-up
capital reduction is carried out, among other things, by canceling shares from shares that have been
repurchased by the Company, and POJK 29/2023 Article 21 point (b) 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 maximum at 5% of the Company's issued and paid-up capital or up to
409,939,421 (four hundred nine million nine hundred thirty-nine thousand four hundred twenty-one) shares
("Capital Reduction 2").
The following is the proforma of the Company’s capital structure before and after Capital Reduction 2 which will
be requested for approval at the GMS on June 21, 2024:
Description Rupiah Shares %
Authorized Capital 1,350,000,000,000 27,000,000,000 100.00%
Issued and paid-up capital 409,939,421,600 8,198,788,432 30.37%
(before Capital Reduction 2) ¹
Issued and paid-up capital 389,442,450,550 7,788,849,011 28.85%
(after Capital Reduction 2)
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.
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THE COMPANY’S GENERAL MEETING OF SHAREHOLDERS (GMS)
The plan to reduce capital by canceling the Treasury Shares will amend Article 4 paragraph (2) of the Company's
Articles of Association. Therefore, as referred in this Disclosure of Information, the Company intends to obtain
approval from the Company's shareholders at the GMS which will be held on Friday, June 21, 2024, with the GMS
schedule as follows:
Description Date
Notification of GMS schedule and agenda to OJK May 6, 2024
GMS Announcement May 15, 2024
Recording Date May 29, 2024
GMS Invitation May 30, 2024
GMS June 21, 2024
Announcement of Capital Reduction June 22-28, 2024
Approval of Amendments to the Articles of Association from the Ministry of August 21-27, 2024
Law and Human Rights
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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unresolved
person
Aulia Taufani S.H.
· Notaris
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