xi
xi
H. Company Policy on Dividends In accordance with the prevailing statutory regulations, payment of dividends must be approved by the Shareholders in an annual
GMS pursuant to a proposal from the Board of Directors. The Issuer shall only distribute dividends of a year, funds of which originate from the Net Income of the concerned year. Shareholders whose names are listed on the set date are entitled to receive
cash payment of dividends, subject to the applicable income tax. The Issuer plans to distribute dividends in cash to all shareholders at least once a year. The Issuer also plans to distribute
dividends with a payment ratio of up to 20 of the Net Income for each fiscal year concerned, without ignoring the Issuer’s level of soundness, the prevailing statutory regulations and without diminishing the right of the GMS to determine otherwise in accordance
with the provisions of the Articles of Association.
I. Information on Subsidiaries
The Issuer is conducting its business activities by itself or through its subsidiaries. The following are the names of the Subsidiaries, wherein the Issuer has direct investment with 50 fifty percent or more ownership:
No. Name of Subsidiaries
Business Activities Total Shares in
Percentage Year of
Investment Operational
Status
1. PT Wintermar
Shipping 99.5
2009 In Operation
2. PT Sentosasegara Mulia Shipping
Shipping 99.5
2008 In Operation
3. PT Arial Niaga Nusantara
Shipping 99.5
2008 In Operation
4. PT Hammar Marine Offshore
Shipping 60.0
2008 Not In Operation
5. PT PSV Indonesia
Shipping 51.0
2010 In Operation
6. Abbeypure Pte Ltd
Investment 100.0
2010 In Operation
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1 1
I. Public Offering
The Lead Underwriters and the Underwriters on behalf of PT Wintermar Offshore Marine Tbk hereby conduct a Public Offering for amounting to 900,000,000 nine hundred million registered common shares which constitute new shares with a nominal value of
Rp.100 one hundred Rupiah each share, to be offered to the public at an Offering Price of Rp380 three hundred eighty Rupiah each share, which must be paid up in full at the time of submitting the Share Purchase Subscription Form “FPPS”, therefore the
total of this Public Offering shall be in the amount of Rp342,000,000,000 three hundred forty two billion Rupiah. In the framework of this Public Offering, the Issuer shall at the same time issue a total of 90,000,000 ninety million Series I
Warrants to accompany the Registered Common Shares issued in the framework of the Public Offering, Series I Warrants are given free of charge as incentive for new shareholders whose names are recorded in the Public Offering allotment list issued by
the Share Administration Bureau on the allotment date, namely 25 November 2010, Each holder of 10 ten new shares of the Issuer shall be entitled to receive 1 one warrant whereby each 1 one warrant provides the right to its holder to purchase 1 one
new share of the Issuer issued from the portfolio, Warrants issued have a validity period of 24 twenty-four months, Series I Warrants are securities that each provide the right to their holders to purchase one Registered Common Shares with a
nominal value of Rp.100 one hundred Rupiah per share with an Exercise Price in the amount of Rp.450 four hundred fifty, hence the total amount would be Rp.40,500,000,000 forty billion five hundred million Rupiah, which can be carried out during the
exercise period namely from 30 May 2010 up to 29 November 2012, Holders of Series I Warrants have no rights as shareholders including dividend rights as long as such Series I Warrants have not yet been exercised to become shares, In the event Series I
Warrants are still not exercised at the expiry of their validity period, then such Series I Warrants may not be extended and shall become expired, invaluable and invalid.
Shares offered have the same equal rights or different inequal rights or different and inequal rights in all matters with existing shares, particularly concerning the dividends.
PT WINTERMAR OFFSHORE MARINE Tbk formerly PT SWAKARYA MULIA SHIPPING
Line of Business:
In the field of shipping with focus on vessels as support for offshore transportation activities for the natural oil and gas industry
Domiciled in West Jakarta, Indonesia Head Office:
Jl Kebayoran Lama No,155 Jakarta 11560
Tel: 62-21 530 5201 – 530 5202 Fax: 62-21 530 5203
Website: www.wintermar.com
THE MAIN RISK FACED BY THE COMPANY IS THE RISK OF TERMINATION OF CONTRACTS OTHER BUSINESS RISKS OF THE COMPANY ARE SET OUT IN CHAPTER V OF THIS PROSPECTUS
CONSIDERING THAT THE NUMBER OF SHARES OFFERED IN THIS PUBLIC OFFERING IS RELATIVELY LIMITED, THERE IS A POSSIBILITY THAT THE TRADING OF SHARES ON OFFER SHALL BECOME LIMITED OR SUCH SHARES SHALL BECOME LESS LIQUID.
2 2
The Issuer is a company established under the name “PT Swakarya Mulia Shipping”, based on Deed of Establishment No, 98
dated 18 December 1995 drawn up before Mrs., Trisnawati Mulia, S.H., a Notary in Jakarta, Such deed has obtained legalization from the Minister of Justice of the Republic of Indonesia in accordance with his Letter of No, C2-7680,HT,01,01,TH,96 dated
6 March 1996 and which has been registered in the Register Kepaniteraan Pengadilan Negeri Jakarta Pusat No. 221997 dated 24 February 1997, and has been announced in the State Gazette of Republic of Indonesia No. 27 dated 4 April 1997, Supplement
to State Gazette No. 1295. The Articles of Association of the Issuer have been amended several times, the latest in the framework of the Initial Public Offering
based on the Deed of Statement of Approval of All Shareholders number 15, dated 16 September 2010 drawn up by Fathiah Helmi, S,H, Notary in Jakarta. Such Deed has obtained the approval of the Minister of Laws and Human Rights of the Republic of
Indonesia with his Decision Number AHU,44569,AH,01,02 Year 2010, Company Register No. AHU 0068211.AH.01.09 Year 2010 dated 17 September 2010 and the announcement in the State Gazette of the Republic of Indonesia was carried out by the
Minister of Laws and Human Rights in accordance with the provisions of Law of the Republic of Indonesia Number 40 of 2007
concerning Limited Liability Companies, Such Deed, among others, changed the name of the Issuer to become “PT Wintermar Offshore Marine Tbk”, amended the nominal value of shares and amended the whole of the Articles of Association to be adjusted
in accordance with Law No, 8 Year 1995 concerning Capital Market and its implementing regulations in the framework of becom- ing a Public Company.
The composition of capital and shareholders of the Issuer at the time of issuance of this Prospectus is as follows: Authorized Capital
: Rp.1,000,000,000,000 one trillion Rupiah divided into 10,000,000,000 ten billion shares with a nominal value of Rp.100 one hundred Rupiah for each share;
Issued and paid up capital : Rp.265,000,000,000 two hundred sixty five billion Rupiah divided into 2,650,000,000
two billion six hundred fifty million shares with a nominal value of Rp.100 one hundred Rupiah for each share.
Based on the Resolutions of Shares Holders In Lieu of General Meeting of Shareholders of PT Wintermar Offshore Marine No. 3243A20VIII2010 dated 13 August 2010, which has been contained in the Deed of Statement of Shareholders No. 22 dated 18
August 2010 and notified to the Minister of Laws and Human Rights in a letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.10-18248 dated 20 July 2010, the shareholders of the Issuer have reached a decision to issue
new shares in portfolio depository. The total shares issued from the portfolio depository amounts to 141,954 one hundred forty one thousand nine hundred fifty
four shares each having a nominal value amounting to Rp.1,000,000.- or a total of Rp.141,954,000,000.- one hundred forty one billion nine hundred fifty four million Rupiah , as taken and paid up by:
1. PT Dwiprimajaya Lestari, amounting to 67,374 sixty seven thousand three hundred seventy four shares or a total of
Rp.67,374,000,000.- sixty seven billion three hundred seventy four million Rupiah, consisting of: a.
Conversion on collection rights towards Issuer amounting to Rp.6,654,000,000.- six billion six hundred fifty four million Rupiah, and;
b. Paid in cash amounting to Rp.60,720,000,000.- sixty billion seven hundred twenty million Rupiah.
2. PT Wintermarjaya Lestari, amounting to 74,580 seventy four thousand five hundred eighty shares or a total of
Rp.74,580,000,000.- seventy four billion five hundred eighty million Rupiah, all of which is paid in cash. In relation to such, PT Dwiprimajaya Lestari and PT Wintermarjaya Lestari stated that they shall not sell their shares during the
period of 8 eight months after the Registration Statement is deemed effective, as regulated in Regulation No. IX.A.6 concerning Limitation on Shares Issued Prior to Public Offering.
The type of shares issued and taken by shareholders as mentioned above is common shares.
3 3
Hence the composition of capital and shareholders of the Issuer is in accordance with the table below:
Stock Capital With a Nominal Value of Rp.100 one hundred Rupiah Each Share
Description Total Shares
Total Normal Value Rupiah
Percentage Authorized Capital
10,000,000,000 1,000,000,000,000
Subscribed and Fully Paid Up Capital
- Sugiman Layanto 35,000,000
3,500,000,000 1.32
- Nely Layanto 35,000,000
3,500,000,000 1.32
- PT Ramanda Daminathan 308,000,000
30,800,000,000 11.62
- PT Wintermarjaya Lestari 1,286,200,000
128,620,000,000 48.53
- PT Dwiprimajaya Lestari 985,800,000
98,580,000,000 37.20
Total Capital Subscribed and Paid Up in Full 2,650,000,000
265,000,000,000 100.00
In Portfolio 7,350,000,000
735,000,000,000
In the framework of this Public Offering, shares on offer consist wholly of authorized common shares originating from the portfolio and shall provide the shareholders thereof the same right and degree in all matters with other authorized and paid up in full shares
of the Issuer, including the right to vote at a GMS, dividend, bonus shares and preemptive rights. Assuming the sale of all shares on offer in this Public Offering, the composition of capital and shareholders of the Issuer after the Public Offering shall be as
follows:
Stock Capital With a Nominal Value of Rp.100 one hundred Rupiah Each Share
Description Before Public Offering
After Public Offering Total Shares
Total Nominal Value
Total Shares Total Nominal
Value Authorized Capital
10,000,000,000 1,000,000,000,000 10,000,000,000 1,000,000,000,000
Subscribed and Fully Paid Up Capital
- PT Wintermarjaya Lestari 1,286,200,000
128,620,000,000 48.54
1,286,200,000 128,620,000,000 36.23
- PT Dwiprimajaya Lestari 985,800,000
98,580,000,000 37.20
985,800,000 98,580,000,000 27.77
- PT Ramanda Daminathan 308,000,000
30,800,000,000 11.62
308,000,000 30,800,000,000
8.68 - Sugiman Layanto
35,000,000 3,500,000,000
1.32 35,000,000
3,500,000,000 0.99
- Nely Layanto 35,000,000
3,500,000,000 1.32
35,000,000 3,500,000,000
0.99 - Public
- -
- 900,000,000
90,000,000,000 25.35
Total Capital Subscribed and Paid Up in Full 2,650,000,000
265,000,000,000 100.00 3,550,000,000
355,000,000,000 100.00 Shares in Portfolio
7,350,000,000 735,000,000,000
6,450,000,000 645,000,000,000
The composition of capital and shareholders of the Issuer after conducting the Public Offer and Management Employee Stock Allocation MESA is as follows:
Stock Capital With a Nominal Value of Rp.100 one hundred Rupiah Each Share
Description After Public Offering
After Public Offering and Execution of MESA Total Shares
Total Nominal Value
Total Shares Total Nominal
Value Authorized Capital
10,000,000,000 1,000,000,000,000
10,000,000,000 1,000,000,000,000
Subscribed and Fully Paid Up Capital
- PT Wintermarjaya Lestari 1,286,200,000
128,620,000,000 36.23 1,286,200,000
128,620,000,000 35.96 - PT Dwiprimajaya Lestari
985,800,000 98,580,000,000 27.77
985,800,000 98,580,000,000 27.56
- PT Ramanda Daminathan 308,000,000
30,800,000,000 8.68
308,000,000 30,800,000,000
8.61 - Nely Layanto
35,000,000 3,500,000,000
0.99 35,000,000
3,500,000,000 0.98
- Sugiman Layanto 35,000,000
3,500,000,000 0.99
35,000,000 3,500,000,000
0.98 - Public
900,000,000 90,000,000,000 25.35
873,000,000 87,300,000,000 24.59
- MESA -
- 27,000,000
2,700,000,000 0.76
Total Subscribed and Fully Paid Up Capital
3,550,000,000 355,000,000,000 100.00
3,550,000,000 355,000,000,000 100.00
Shares in Portfolio 6,450,000,000
645,000,000,000 6,450,000,000
645,000,000,000
4 4
If the Series I Warrants acquired by the shareholders are fully exercised to become new shares in the Issuer, then the composition of capital and shareholders shall be as follows:
Stock Capital With a Nominal Value of Rp.100 one hundred Rupiah Each Share
Description After Public Offering and Execution of MESA
After Public Offering and Execution of MESA and also execution of Series I Warrants
Total Shares Total Nominal
Value Total Shares
Total Nominal Value
Authorized Capital 10,000,000,000
1,000,000,000,000 10,000,000,000
1,000,000,000,000 Authorized and Fully Paid Up Capital
- PT Wintermarjaya Lestari 1,286,200,000
128,620,000,000 36.23 1,286,200,000
128,620,000,000 35.34
- PT Dwiprimajaya Lestari 985,800,000
98,580,000,000 27.77 985,800,000
98,580,000,000 27.08
- PT Ramanda Daminathan 308,000,000
30,800,000,000 8.68 308,000,000
30,800,000,000 8.46
- Nely Layanto 35,000,000
3,500,000,000 0.99 35,000,000
3,500,000,000 0.96
- Sugiman Layanto 35,000,000
3,500,000,000 0.99 35,000,000
3,500,000,000 0.96
- Public 873,000,000
87,300,000,000 24.59 960,300,000
96,030,000,000 26.38
- MESA 27,000,000
2,700,000,000 0.76
29,700,000 2,970,000,000
0.82
Total Subscribed and Fully Paid Up Capital
3,550,000,000 355,000,000,000 100.00
3,640,000,000 364,000,000,000
100.00 Shares in Portfolio
6,450,000,000 645,000,000,000
6,360,000,000 636,000,000,000
With the listing of shares originating from the Public Offering amounting to 900,000,000 nine hundred million new shares or equivalent to 25.35 twenty five point thirty five percent of authorized and fully paid up capital, the Issuer on behalf of the
founding shareholders shall list all shares owned with the IDX. As such, total shares listed by the Issuer with the IDX shall become 3,550,000,000 three billion five hundred fifty million shares or equivalent to 100 one hundred percent of issued and fully paid
up capital after this Public Offering. Founding shareholders shall comply with Regulation Number IX.A.6 of the Capital Market Law. Registered Common Shares offered to the public through this Public Offering are the shares granting their holders the same and
equal rights in all matters with the other shares of the Issuer which have been subscribed and fully paid up, including the right on distribution of dividend and pre-emptive rights of subscription.
Whereas in accordance with Article 2 paragraph 1 of the Regulation of the President of the Republic of Indonesia No.36 year 2010 concerning the List of Private Business Sectors and Public Business Sectors with Requirements in Capital Investment Sector
“Perpres 36”, in the Issuer’s business activities in the shipping sector there is limit for foreign capital investment amounting to a maximum of 49 forty nine percent, however, in accordance with Article 4 Perpres 36, the said provision shall be deemed
invalid on indirect capital investment or portfolio, transactions within which are conducted through domestic capital market. There fore, the Issuer is allowed, based on the said provisions of Perpres, to own more than 49 of ownership in foreign capital,
with stipulation that such capital investment is conducted indirectly or through a portfolio investments that are transacted through domestic capital markets.
Management Employee Stock AllocationMESA Program The purpose of the Management Employee Stock Allocation Program is to encourage the management and employees of the
Issuer to have a shared ownership and to improve working productivity of each employee, which in the end shall also improve overall corporate performance,thus improving the value of the Issuer enjoyed by the stakeholders of the Issuer.
Management Employee Stock Allocation Program consists of:
a. Management Employee Stock AllocationMESA Program The MESA Program constitutes shares with fixed allotment from shares on offer to Special Subscribers namely all participants of
MESA Program, which are all permanent employees of the Issuer included in the list of employees of the Issuer as of 30 August 2010, all members of the Board of Directors and Board of Commissioners, with the exception of Independent Commissioner still
holding office at the time of MESA execution. The Issuer, in the event of MESA Program intends to allocate approximately 3 of the shares offered in this Public Offering, or 27,000,000 twenty seven million shares, namely to all permanent employees of the
Company included in the list of employees of the Company as at 30 August 2010, all members of the Board of Directors and Board of Commissioners, with the exception of Independent Commissioner.
Approximately 17 of the total shares in the MESA Program is the portion intended for the employees, which are awarded on a complimentary basis as Loyalty Bonus Shares. The portion intended for the management is approximately 83 of the total shares
in the MESA Program, where the majority is the Fixed Allotment Shares with Discounted Price offered to the management.
5 5
Pursuant to the Statement of Approval of All Shareholders of the Issuer on 27 August 2010, participants in the MESA Program are provided with fixed allotments of allocated shares consisting of Loyalty Bonus Shares and Fixed Allotment Shares With Dis-
counted Price. Fixed allotments of allocation in the MESA Program consist of:
1. Loyalty Bonus Shares
Participants of MESA program shall acquire Fixed Allotment Shares in the form of Loyalty Bonus Shares. Loyalty Bonus Shares cannot be sold Lock-Up Period for a period of 12 twelve months Lock-Up Period from the date of listing of shares
of the Issuer at the Stock Exchange and cannot be taken as cash by the Participants of MESA Program. The total value of the Loyalty Bonus Shares shall be considered as Issuer’s costs.
2. Fixed Allotment Shares with Discounted Price Some of the Participants of MESA Program shall be provided with allocation to purchase the remaining shares in the MESA
Program with fixed allotment by paying in cash the prices of shares with a discount of 20 twenty percent of share price at the time of the Initial Public Offering. Fixed Allotment Shares with Discounted Price cannot be sold within a period of 3 three
months effective from the date of listing of Issuer shares with the Stock Exchange. The costs of the 20 discount shall be borne by the Issuer.
In the event the number of shares subscribed in the MESA program is less than 27,000,000 twenty seven million shares, the remaining shares shall be re-offered to the public.
b. Management Employee Stock Option ProgramMESOP Pursuant to the Statement of Approval of All Shareholders of the Issuer on 27 August 2010, shareholders approve the Manage-
ment Employee Stock Option Plan MESOP. The portion for the management is 90 and the portion for the employees is 10. MESOP Program is the granting of an option right to purchase shares to participants of the program to purchase new shares
issued from the portfolio of the Issuer, which is approximately 1 one percent of the issued and paid up capital of the Issuer, wherein based on BAPEPAM Regulation No.IX.D.4. the maximum shall be 10. The mechanism of MESOP shall be exercised in
accordance with the Regulation of the Indonesia Stock Exchange No.1.A which shall be reported subsequently. The party respon- sible for the MESOP program is the Director under the supervision of a Commissioner and shall be reported at the GMS.
The execution of the MESOP Program shall be carried out by issuing option rights in 2 two phases. The period of exercising option rights shall be determined at a later date with two periods of exercise each year and the exercise
price shall be determined by referring to the provisions contained in point V.2.2 of Regulation No. I-A Attachment of the Decision of the Board of Directors of PT Bursa Efek Jakarta No. Kep 305BJ07-2004 dated 19 July 2004 being at least 90 of the average
closing price of shares of the concerned Listed Company for a period of 25 twenty five consecutive Stock Exchange Days in the Regular Market prior to the report concerning the intended validity period.
Implementation of the MESOP Program shall be conducted in accordance with the terms and conditions determined by the Board of Directors with due observance to the prevailing statutory regulations.
With the sale of all shares offered to the public, the execution of the MESA Program, the execution of Series I Warrants, as well as the execution of the MESOP Program, therefore the composition of Stock Capital and shareholders of the Issuer shall be as
follows:
6 6
Stock Capital With a Nominal Value of Rp.100 one hundred Rupiah for each share
Description After Public Offering and Execution of MESA and
also execution of Series I Warrants After Public Offering and execution of MESA, Series I
Warrants, and MESOP Total Shares
Total Nominal Value
Total Shares Total Nominal Value
Authorized Capital 10,000,000,000
1,000,000,000,000 10,000,000,000
1,000,000,000,000 Capital Authorized and Paid Up in
Full
PT Wintermarjaya Lestari 1,286,200,000
128,620,000,000 35.34 1,286,200,000
128,620,000,000 34.99 PT Dwiprimajaya Lestari
985,800,000 98,580,000,000 27.08
985,800,000 98,580,000,000 26.81
PT Ramanda Daminathan 308,000,000
30,800,000,000 8.46
308,000,000 30,800,000,000
8.38 Nely Layanto
35,000,000 3,500,000,000
0.96 35,000,000
3,500,000,000 0.95
Sugiman Layanto 35,000,000
3,500,000,000 0.96
35,000,000 3,500,000,000
0.95 Public
873,000,000 87,300,000,000 23.98
873,000,000 87,300,000,000 23.75
MESA 27,000,000
2,700,000,000 0.74
27,000,000 2,700,000,000
0.73 Series I Warrants
90,000,000 9,000,000,000
2.47 90,000,000
9,000,000,000 2.45
MESOP -
- -
36,400,000 3,640,000,000
0.99
Total Capital Authorized and Paid Up in Full
3,640,000,000 364,000,000,000 100.00
3,676,400,000 367,640,000,000
100.00 Shares in Portfolio
6,360,000,000 636,000,000,000
6,323,600,000 632,360,000,000
The Issuer intends to issue andor list the new shares andor other stocks which can be converted into shares within a period of 12 twelve months from the date of listing, namely the new shares issued in the framework of execution of warrants and MESOP.
Management of MESAMESOP Programs After the Issuer obtains an effective statement from BAPEPAM-LK, the Board of Directors shall issue a Letter of Decision appoint-
ing management with the duty and responsibility in the execution of MESAMESOP and which shall implement the MESAMESOP Programs.
Taxation Aspects of MESAMESOP The taxation aspects in the MESAMESOP Programs are the following:
a. In the Program MESA for:
�
Loyalty Bonus Shares. The Issuer shall provide appreciation by allocating shares to Participants to become Sharehold- ers of the Issuer. Hence such shares constitute tax income objects of participants.
�
Fixed Allotment Shares With Discounted Price of 20 twenty percent off the Initial Public Offering Share Price shall result in, if Participants exercise their rights to purchase the shares allocated to them, then 20 twenty percent of the
price of shares representing the discount shall be for the account of the Issuer, and the value of the 20 discount received by MESA Program Participants purchasing shares, is an object of income tax of the participants.
b. The provision of PSAK 53 concerning Share Based Compensation shall apply towards the MESOP Program, whereby the Issuer shall record all costs related to the awarding of such Option Rights by applying the Black-Scholes method. If the
Holders of Option Rights exercise their rights to purchase shares, then such costs shall be eliminated and recorded as share equity and share agio should the exercise price be above the nominal price.
Application of PSAK No.56 shall be implemented in the Financial Statements of the Issuer on distributed Option Rights. Exercise Price of the MESAMESOP Programs
The MESA Program shares constitute part of the shares on offer to the public in the Initial Public Offering. MESA Loyalty Bonus
Shares shall be imposed with lock-up cannot be traded for 12 months after the Issuer is listed with the IDX. However, considering that the participants of the Fixed Allotment Shares with MESA discounted price Program shall enjoy a 20 twenty
percent discount off the price offered in this Public Offering whereby such discount shall be for the account of the Issuer, therefore shares purchased in the MESA Discounted Price Program are subject to lock-up cannot be soldpurchased effective for
3 three months after the Issuer shares are listed with the IDX. The exercise price of the MESOP Program shall be determined in accordance with the applicable stipulations, which is at least
90 of the average closing price of shares of the concerned Listed Company for a period of 25 twenty five consecutive Stock Exchange Days in the Regular Market prior to reporting to the Stock Exchange.
7 7
Shares in the MESOP Program shall only be issued at a later date when Holders of Option Rights have exercised their rights to purchase shares during the validity period which shall be opened after the expiry of the Vesting Period namely effective 1 one
year after the issuance and distribution of Option Rights to eligible Participants of the MESOP Program. The validity period can only be opened 2 two times in 1 one year with the provision that each period in opening a validity period shall not exceed 30
thirty Stock Exchange Days.
Total Participants of the MESAMESOP Programs Participants of the MESA Program consist of members of the Board of Directors, members of the Board of Commissioners other
than Independent Commissioners and Permanent Employees of the Issuer registered on 30 August 2010 overall amounting to 169 employees.
Participants of the MESOP Program for each phase shall be members of the Board of Directors, members of the Board of Commissioners other than independent Commissioners and Permanent Employees of the Issuer registered with the Issuer
14 fourteen days prior to the date of issuance of Option Rights for each Phase.
Source of Funding for the MESAMESOP Programs
�
Loyalty Bonus Shares - 100 of the Loyalty Bonus Shares source of funding for the shares purchase shall be on the account of the Issuer .
�
For Fixed Allotment Shares With Discounted Price, 20 twenty percent of the share source of funding for shares purchase shall be for the account of the Issuer. Meanwhile the 80 eighty percent shall be paid up in full by the MESA Program
participants exercising the fixed allotments allocated to them to purchase shares. For the MESOP Program, 100 of the Price of Execution of Option Right must be paid in full by Holders of Option Right who
intend to purchase shares by exercising their Option Rights. With the execution of the MESOP Program being a total of approximately 1 one percent of subscribed and fully paid up capital
after the Initial Public Offering, there shall hence be a dilution of ownership at a maximum of 1 one percent.
Requirements for Participants of MESAMESOP Programs MESA Program:
i. Members of the Board of Directors and members of the Board of Commissioners other than Independent Commissioners
holding office on 30 August 2010. ii. Permanent Employees of the Issuer who are registered on 30 August 2010, with the exception of Employees under serious
sanctions or on unpaid leave, are entitled to participate in the MESA Program. MESOP Program:
i. Members of the Board of Directors and members of the Board of Commissioners other than Independent Commissioners
holding office at the time of distribution of Option Rights at each phase. ii. Permanent Employees of the Issuer who are registered 14 fourteen days prior to the date of issuance of Option Rights at
each phase, with the exception of Employees under serious sanctions or on unpaid leave, are entitled to participate in the MESOP Program.
iii. Employees who resign andor are dismissed from the Issuer with the exception of those on pension, will forfeit all their Option Rights that have not yet been exercised to purchase shares.
Matters that could cause eliminationloss of shares and settlement thereof a. Employees imposed with serious disciplinary sanctions, on unpaid leave are not eligible to participate in the MESA Program.
b. For employees who resign andor are dismissed from the Issuer, all their Option Rights that have not yet been exercised to
purchase shares shall be forfeited.
8 8
Manner of payment for paying up sharesexecution of share option a. Deposit amounting to 80 of the share price in the Fixed Allotment with Discounted Price of MESA Program must be paid in
full at the time of share subscription. b. Payment of the exercise price of the Option Right to purchase shares in the MESOP Program must be paid in full at the time
of exercise of Option to purchase share.
MESA Program Shares are prohibited from being sold during lock-up period a. Loyalty Bonus Shares shall be locked up for a period of 12 twelve months effective from the date of listing of shares with the
Stock Exchange. During such lock-up period such shares shall be blocked in a share account required to be opened with PT Bahana Securities. Hence Employees shall not be able to sell shares that have been blocked by the system.
b. Shares in Fixed Allotments with Discounted Price shall be locked up for 3 three months effective from the date of share listing with the Stock Exchange. During the lock-up period, such shares shall be blocked in a share account required to be
opened with PT Bahana Securities. Hence Employees shall not be able to sell shares that have been blocked by the system.
c. Such blocked shares cannot be soldpurchased in whatever manner by employees, considering that to exercise such a sale would require a validation mechanism from the Human Resources Division as part of the MESAMESOP management team.
9 9
II. Plan for Use of Proceeds from Public Offering
