Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders 2025
The Company hereby announced to the Shareholders that the Company will conduct the Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders.
Shareholders can attend electronically via the eASY.KSEI application or provide power of attorney to PT. EDII as the Administrative Bureau by filling out the Power of Attorney which can be downloaded on the Company's website or requesting it via email sent to corporatesecretary@mayora.co.id.
Shareholders who will be physically present are required to register in advance no later than Wednesday 28 May 2025 at 14.00 WIB via email corporatesecretary@mayora.co.id. If the meeting venue is full, the Company may request that shareholders to attend virtually. The Company does not provide food/drinks or gifts to Shareholders.
The meeting will be held on Wednesday, June 04 2025, at 14.00 WIB, located in Jakarta. Those entitled to participate or be represented at the Meeting are the Company's Shareholders whose names are recorded in the Company's Register of Shareholders on Thursday, 8 May 2025 and the Company's Shareholders in the PT Kustodian Sentral Efek Indonesia at the close of trading of the Company's shares on the Indonesia Stock Exchange on Thursday, 8 May 2025.
Each proposal will be included in the Meeting agenda if it meets the requirements in article 16 of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning Planning and Organizing the General Meeting of Shareholders of Public Companies.
The proposal must be submitted in writing to the Board of Directors no later than 7 (seven) days before the summons for the GMS.
The invitation to the GMS will be announced on Tuesday, 9 May 2025 via the stock exchange website, the Company's website and eASY.KSEI.
In relations to the In relation to the Agenda of the General Meeting of Shareholders mentioned above, we hereby inform that the Company proposes to buyback in an amount of up to IDR 1,000,000,000,000 (One Trillion Rupiah). The number of shares to be repurchased will not exceed 20% (twenty percent) of the total number of share, with a provision that at least 7.5% (seven point five percent) of the free float remains.
ESTIMATED SCHEDULE FOR THE SHARE BUYBACK
The Company will carry out the share buyback starting from June 5, 2025, until June 5, 2026.
ESTIMATED COST OF THE BUYBACK AND NOMINAL VALUE OF THE SHARES TO BE REPURCHASED
The buyback will be funded by the Company’s internal cash. The Company has allocated excess funds for the buyback, which will not disrupt the Company’s operations. The total amount allocated for the buyback is up to IDR 1,000,000,000,000 (One Trillion Rupiah).
This amount includes all costs related to the buyback conducted during the period of June 5, 2025, to June 5, 2026, including transaction costs, brokerage fees, and other costs related to the buyback transaction.
ESTIMATED IMPACT ON COMPANY REVENUE AND FINANCING COST DUE TO THE BUYBACK
The Company will use internal cash for the buyback. If the buyback is executed up to the maximum allocated amount, it will reduce the Company's assets and equity by IDR 1,000,000,000,000 (One Trillion Rupiah).
As internal funds will be used, the buyback will not result in any financing costs for the Company.
The Company believes that the buyback will not materially affect the Company’s business performance and revenue since retained earnings and current cash flow are sufficient to fund the buyback.
PROFORMA EARNINGS PER SHARE AFTER BUYBACK, TAKING INTO ACCOUNT POTENTIAL REVENUE IMPACT
Below is the proforma consolidated financial statement as of December 31, 2024, taking into account the planned share buyback up to IDR 1,000,000,000,000 (One Trillion Rupiah), including transaction costs (brokerage and other related fees):
| Financial Statement Period Ending 31 Desember 2024 (dalam jutaan Rupiah) | ||
Before BuyBack | Impact | After Buyback | |
Total Asset | 29,728,782 | (1,000,000) | 28,728,782 |
Net Profit | 3,067,668 | 0 | 3,067,668 |
Total Equity | 17,102,428 | (1,000,000) | 16,102,428 |
Earnings Per Share (Rp) | 134 | 3 | 137 |
Assumptions share price Rp 2.300,- |
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SHARE PRICE LIMIT FOR THE BUYBACK
The share buyback will be conducted at a price deemed fair and reasonable by the Company’s management, in compliance with OJK Regulation No. 29 of 2023 regarding the Share Buyback of Public Companies.
TIME LIMIT FOR THE SHARE BUYBACK
The share buyback will be conducted for a maximum period of 1 (one) year following the General Meeting of Shareholders, starting from June 5, 2025, to June 5, 2026.
Completion of the buyback is marked by the occurrence of one of the following:
(i) all targeted shares have been bought back, or
(ii) the 1-year period has expired, or
(iii) the total funds spent by the Company have reached IDR 1,000,000,000,000 (One Trillion Rupiah), or
(iv) the buyback is discontinued as deemed necessary by the Company’s management.
In the case of point (iv), the Company will notify the OJK along with the reasons for discontinuation and publicly announce the cessation of the buyback no later than 2 (two) working days after the decision.
METHOD TO BE USED FOR THE BUYBACK
The Company will carry out the buyback with the following provisions:
1. The Company has appointed PT Indo Premier Sekuritas to buyback the Company’s shares through trading on the IDX (Indonesia Stock Exchange).
2. There is no daily limit on the number of shares repurchased in a single trading day.
3. The following parties are prohibited from trading the Company’s shares during the buyback period or on the same day that the repurchased shares are sold by the Company on the IDX:
a. Commissioners, directors, employees, and controlling shareholders of the Company;
b. Individuals who, due to their position, profession, or business relationship with the Company, may obtain insider information;
c. Parties who, in the last 6 (six) months, were previously in the categories listed in points a and b.
MANAGEMENT DISCUSSION AND ANALYSIS ON THE IMPACT OF THE BUYBACK ON BUSINESS ACTIVITIES AND FUTURE GROWTH
1. The Company believes that the buyback will not negatively impact its business operations, as it has sufficient cash reserves to fund the share repurchase.
2. The share buyback will not result in a decrease in the Company’s revenue.
3. The buyback is expected to provide flexibility in achieving an efficient capital structure and reflect the Company’s performance through its share price.
SOURCE OF FUNDS FOR THE SHARE BUYBACK
As of December 31, 2024, the Company had Cash and Cash Equivalents exceeding IDR 4.60 Trillion, which is more than sufficient to carry out the buyback.
PLAN FOR THE REPURCHASED SHARES
Repurchased shares will be recorded as treasury stock. As long as the shares are held as treasury stock, they cannot be used for voting in General Meetings of Shareholders, nor do they count toward quorum requirements as per prevailing regulations. Furthermore, treasury shares are not entitled to dividends.
Jakarta, April 24 2025.
PT. MAYORA INDAH Tbk
The Board of Directors of The Company
Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders 2025