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20260429_BELI_Pemanggilan RUPS_32075137_lamp2.pdf
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NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT GLOBAL DIGITAL NIAGA TBK
(the “Company ”)
No. 018/GDN -LEG/Corsec/SKL/V/2026
The Company’s Board of Directors hereby invites the shareh olders of the Company (the “Shareholders ”,
individually referred as “Shareholder ”) to attend Annual General Meeting of Shareholders for the financial
year 2025 (“AGMS ”) and Extraordinary General Meeting of Shareholders (“EGMS ”), which shall be
attended by the Company’s Shareholders (hereinafter AGMS and EGMS collectively referred as the
“Meeting ”) and held under Regulation of Financial Services Authority (Otoritas Jasa Keuangan or “OJK ”)
No. 15/POJK.04/2020 on the Planning and Organization of General Meetings of Shareholders by Publicly -
Traded Companies (“OJK Regulation 15/2020 ”) and OJK Regulation No. 14 Year 2025 on Implementation
of Electronic General Meetings of Shareholders, General Meetings of Bondholders, and General Meetings
of Sukuk Holders (“OJK Regulation 14/2025 ”), on:
Day/Date : Thursday , 4 June 2026
Time : AGMS : 10.00 – 11.30a.m. Western Indonesia n Time (“WIB ”)
EGMS : 11.30a.m. – 12.30 p.m. WIB
Venue : Bali Room, Hotel Indonesia Kempinski Jakarta
Jl. M.H. Thamrin No. 1, Central Jakarta 10310
Mechanism : the Meeting will be conducted physically and electronically through the
Electronic General Meeting System KSEI (“eASY.KSEI ”).
The Company’s Meeting agenda :
A. Annual General Meeting of Shareholders
1. Approval and ratification of the Board of Directors report regarding the course of business and
financial management of the Company for the financial year ended on 31 December 2025 , and
approval and ratification of the Company’s financial statements including the balance sheet and
profit/loss calculation of the Company for the financial year ended on 31 December 2025 which
has been audited by an independent public accountant, and approval of the Company’s annual
report, the Board of Commissioner’s supervision duty report of the Company for the financial year
ended on 31 December 2025 , as well as granting a full release and discharge of responsibilities
(acquit et de charge ) to members of the Company ’s Board of Directors and Board of Commissioners
for the management and supervisory functions that had been carried out during the financial year
ended on 31 December 2025 .
Explanation :
During the submission of the Board of Director’s report, including the annual report, financial
statements, and the Board of Commissioner’s supervision duty report, will be conveyed regarding
the Company’s performance and Company’s achievements as well as the matters that have been
carried out by the Board of Commissioners in carrying out its supervisory and advisory functions to
the Board of Directors.
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2. Approval of the determination of salary, honorarium , and allowances for the Company’s Board of
Directors and Board of Commissioners members for the financial year 202 6.
Explanation :
This agenda is held to comply with Article 11 paragraph (6) and Article 14 paragraph (6) of the Deed
No. 02 dated 2 June 2022, made before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West
Jakarta, which has been approved by Minister of Law (“ MOL ”) as stated in Decree No. AHU-
0036990.AH.01.02.Tahun 2022 dated 2 June 2022 and in the Receipt of Notification of Amendment
to the Articles of Association No. AHU-AH.01.03-0244596 dated 2 June 2022, and registered in the
Company Register under No. AHU-0101978.AH.01.11.TAHUN 2022 dated 2 June 2022 as lastly
amended by Deed No. 205 dated 24 April 2026 , made before Christina Dwi Utami, S.H., M.Kn., Notary
in West Jakarta, which has been notified to the MOL as stated in the Receipt of Notification of
Amendment to the Articles of Association No. AHU -AH.01.03-0119134dated 24 April 2026, and
registered in the Company Register under No. AHU -0088909 .AH.01.11.TAHUN 2026 dated 24 April
2026 (“Article s of Association ”) and Article 113 of Law No. 40 of 2007 on Limited Liability
Companies as amended by Law No. 6 of 2023 on the Stipulation of Government Regulation in lieu
of Law No. 2 of 2022 on Job Creation into Law (“ Company Law ”).
3. Approval of the appointment of an independent registered public accountant (including a
registered public accountant who is a member of an independent registered public accounting
firm) to audit the Company's books for the financial year end ing on 31 December 2026 and granting
the authorization to the Company's Board of Commissioners in determining the honorarium of the
independent public accountant and other terms of appointment.
Explanation :
This agenda is held to comply with Article 19 paragraph (2) letter a of the Company’s Articles of
Association, Article 59 of OJK Regulation 15/2020, Article 3 of OJK Regulation No. 9 of 2023 on
Utilization of the Services of Public Accountants and Public Accounting Firms in Financial Service s
Activities, and Article 19 paragraph (2) letter e of the Company’s Articles of Association which states
that the proposal for the appointment of an independent public accountant is carried out based
on the recommendation of the Audit C ommittee to the Company's Board of Commissioners,
including the determination of honorarium and other terms of appointment.
4. Approval of the reappointment of members of the Board of Directors and the Board of
Commissioners of the Company, and changes in the composition of the Company’s Board of
Commissioners.
Explanation :
This agenda is held to comply with Article 11 paragraph (4) and (5) and Article 14 paragraph (4) and
(5) of the Company’s Articles of Association, in which the term of members of the Board of Directors
and the Board of Commissioners that has expired may be renewed subject to the approval of the
Shareholders, as well as the compliance with Article 14 paragraph (1) of the Company’s Articles of
Associatio n and Article 3 paragraph (1) and Article 23 of OJK Regulation No. 33/POJK.04/2014 on
Board of Directors and Board of Commissioners of Issuers or Publicly -Traded Companies must
obtain the approval of the Shareholders.
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B. Extraordinary General Meetings of Shareholders
1. Approval of the Company’s plan to increase capital without pre -emptive rights with a maximum of
6.92% (six point nine two percent) of the Company’s issued and paid up capital under OJK
Regulation No. 32/POJK.04/2015 regarding Capital Inc rease of Public Companies with Pre -emptive
Rights as amended with OJK Regulation No. 14/POJK.04/ 2019 on The Amendment to Regulation
of The Financial Services Authority Number 32/POJK.04/2015 on Capital Increases in Public
Companies With Pre -Emptive Rights (“OJK Regulation 14/2019 ”) (“PMTHMETD ”), consisting of:
a. issuance of new shares in the framework of the Company’s management and employee stock
option plan (“MESOP Program ”) with a maximum amount of 4,500,000,000 (four billion five
hundred million) shares or 3.28% (three -point two eight percent ) of the Company’s issued
and paid -up capital; and
b. issuance of new shares without pre -emptive rights other than in the framework of MESOP
Program (“ Capital Increase Other Than MESOP Program ”) with a maximum amount of
5,000,000,000 ( five billion) shares or 3.64% (three point six four percent ) of the Company’s
issued and paid -up capital.
Explanation :
The Company intends to seek approval from the independen t Shareholders of the Company on
the Company’s plan to conduct PMTHMETD which will be carried out in accordance with the
provisions of OJK Regulation 14/2019.
The PMTHMETD plan to be carried out by the Company consist s of the issuance and exercise of
MESOP Program and Capital Increase Other Than MESOP Program, which will be carried out in
accordance with the provisions of OJK Regulation 14/2019 and the prevailing laws and regulations
in the capital market.
In accordance with the foregoing, the Company wishes to seek approval from the independent
Shareholders of the Company for the granting of power and authority to the Board of Directors of
the Company, with the right of substitution, in order to carry out any and every action required in
the PMTHMETD, including but not limited to, the implementation validity, and/or effectiveness of
the PMTHMETD, as well as to declare the realization of the issuance of new shares and increase
the issued and paid -up capital o f the Company in connection with the PMTHMETD in a notarial
deed.
2. Approval of the amendment and/or adjustment of Article 3 of the Company’s Articles of Association
in order to align with the 2025 Indonesian Standard Industrial Classification (KBLI) .
Explanation :
Adjustment of the Company’s business lines as set out in Article 3 of the Company’s Articles of
Association to align with the 2025 Indonesian Standard Industrial Classification (KBLI) as a form of
the Company’s compliance with Central Bureau of Statistics (Badan Pusat Statistik ) Regulation No.
7 Year 2025 on Indonesian Standard Industrial Classification and to support the Company’s
operational activities.
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General Provisions :
1. This notice of Meeting constitutes an official invitation in accordance with Article 17 and Article 52
paragraph (1) OJK Regulation 15/2020 and Article 21 paragraph (5) of the Company’s Articles of
Association, therefore the Company’s Board of Directors does not send separate invitation s to the
Company’s Shareholders.
2. The Company’s Shareholder that is entitled to participate or be represented in the Company’s
Meeting are Shareholder’s names recorded in the Company’s Register of Shareholders issued by
PT Datindo Entrycom, as the Securities Administration Bureau (“ BAE ”), 1 (one) business day prior
the notice of the Meeting as stipulated in Article 23 paragraph (3) of the Company’s Articles of
Association and Article 23 paragraph (2) of OJK Regulation 15/2020 , which is on Tuesday, 12 May
2026 at 16.00 p.m. WIB.
3. The Company’s Meeting will be held physically and electronically (hybrid) through the eASY.KSEI
application provided by PT Kustodian Sentral Efek Indonesia (" KSEI ") with due observance of OJK
Regulation 14/202 5.
4. In connection with the Meeting to be held electronically through eASY.KSEI application as referred
to above , the participation of the Shareholders participating in the Meeting electronically can be
carried out with the following mechanism:
a. electronically attending the Meeting or granting power electronically (e-Proxy) through the
eASY.KSEI application ( https://akses.ksei.co.id/) provided by KSEI ;
b. physically attending the Meeting ; or
c. granting power using a written form of power of attorney as described in paragraph 8 letter
b below .
5. Given the limited room capacity where the Meeting is going to be held, the Company will limit the
number of Shareholder who can physically attend the Meeting and the Company encourages the
Shareholder s to attend electronically or grant power of attorney electronically (e -Proxy) through
the eASY.KSEI application as referred to paragraph 4 letter a with due observance of the following
matters:
a. the Company’s Shareholder who can use the eASY.KSEI application is the local individual
shareholder whose shares are kept in the collective custody of KSEI ;
b. the electronic proxy recipient is not a member of the Board of Directors, Board of
Commissioners and employee of the Company ;
c. the Company’s Shareholder must first be registered in the KSEI Securities Ownership
Reference facility (“ AKSes KSEI ”). For the Shareholder that has not been registered, please
register through the AKSes KSEI website ( https://akses.ksei.co.id/); and
d. to use the eASY.KSEI application, the Shareholder can go to the eASY.KSEI menu, by opt ing
the eASY.KSEI Login submenu on the AKSes KSEI website ( https://akses.ksei.co.id/).
The registration guide , us age , and further explanation concerning eASY.KSEI (e -Proxy and e -
Voting) can be obtained from the AKSes KSEI website ( https://akses.ksei.co.id/).
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6. The Company’s Shareholder or his/her proxy who will attend the Meeting electronically through
the eASY.KSEI application as referred to in paragraph 4 letter a, should observe the following
provisions:
a. The Company’s Shareholder can declare their electronic attendance from the date of the
notice of Meeting until no later than 1 (one) business day prior to the date of Meeting , which
is on Wednesday, 3 June 2026 at 12.00 p.m. WIB (“Deadline for Attendance Declaration ”)
and cast or change his/her votes through eASY.KSEI application since the date of the notice
of the Meeting until the Deadline for Attendance Declaration.
b. For:
(i) The Company’s Shareholder who has not declared their electronic attendance until
the Deadline for Attendance Declaration;
(ii) The Company’s Shareholder who has declared their electronic attendance but has
not cast his/her votes until the Deadline for Attendance Declaration;
(iii) The individual representative and the independent party appointed by the Company
(PT Datindo Entrycom as the BAE) who has received power of attorney from the
Company's Shareholder but the relevant Shareholder has not cast his/her votes until
the Deadline for Attendance Declaration; or
(iv) The KSEI Participants/Intermediaries (Custodian Banks or Securities Companies)
that has received power of attorney from the Company's Shareholder that has cast
his/her votes through the eASY.KSEI application until the Deadline for Attendance
Declaration;
is required to register attendance through the eASY.KSEI application on the date of the
Meeting from 07.30 to 09.00 a.m. WIB.
c. Any delay or failure to complete the electronic attendance registration process for any
reason will result in the Shareholder or his/her proxy not being permitted to electronically
attend the Meeting and their share ownership not being taken into account in the
attendance quorum .
7. For the Company’s Shareholder or his/her proxy who wishes to attend the Meeting physically as
referred to in paragraph 4 letter b above, the Company's Shareholder or his/her proxy must submit
to the registration officer, the original Written Confirmation for the Meeting ( Konfirmasi Tertulis
Untuk Rapat or “KTUR ”) and the original Identity Card ( Kartu Tanda Penduduk or “KTP ”) or other
identification before entering the Meeting room. For the representative of the Company's
Shareholder in the form of a legal entity, in addition to submitting the original KTUR and a copy of
KTP or other identification, must also submit a copy o f the latest Articles of Association and the
deed of a mendment to the latest management structure of the legal entity he/she represent s.
8. The Shareholder of the Company may be represented by a proxy :
a. by granting an electronic proxy (e -Proxy) through the eASY.KSEI application as referred to in
paragraph 4 letter a provided that such Shareholder is required to submit a power of attorney
and/or cast his/her votes, change the proxy and/or the votes on the Meeting agenda items,
or revoke the power of attorney, all electronically through the eASY.KSEI from the date of this
notice of the Meeting until the Deadline for Attendance Declaration ;
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b. by using a written form of power of attorney as provided on the Company’s website
(https://about.blibli.com/en/investor-relations/shareholders -meeting ), subject to the
following provisions:
(i) no Shareholder of the Company has the right granting power to more than one proxy
for any part of his/her shares with different votes ;
(ii) if the power of attorney as described in paragraph 8 letter (b) is signed outside the
territory of the Republic of Indonesia, such power of attorney must be (i) legalized
before the local notary public and authenticated by local embassy of the Republic of
Indonesia or (ii) processed through the apostille system organized by the relevant
authority in the country where the power of attorney is signed ;
(iii) the form of power of attorney can be downloaded from the Company’s website
(https://about.blibli.com/en/investor-relations/shareholders -meeting ) which is
available since the notice of Meeting has been announced ;
(iv) if the form of power of attorney has been completed, the power of attorney must be
submitted to the Board of Directors of the Company through the BAE at Jl. Hayam
Wuruk No. 28, 2nd Floor, Jakarta 10120, Indonesia, U.p.: Data Management Department,
and/or email: dm@datindo.com on each business day from the date of the Notice of
Meeting until no later than 1 (one) business day before the date of the Meeting , which
is on Wednesday, 3 June 2026 until 16.00 p.m. WIB; and
(v) Specifically for the agenda of the EGMS which needs an approval from independent
Shareholders , the independent Shareholder who is entitled to attend the Meeting
must fill out the independent shareholder statement letter form which can be
downloaded from the website at https://about.blibli.com/en/investor
relations/shareholders -meeting . The complet ed independent shareholder statement
letter shall be submitted to the Board of Directors of the Company through the BAE at
Jl. Hayam Wuruk No. 28, 2nd Floor, Jakarta 10120, Indonesia, Attn.: Data Management
Department, and/or email: dm@datindo.com on any business day from the date of the
notice of Meeting until no later than 1 (one) business day prior to the date of the
Meeting , which is on Wednesday, 3 June 2026 until 16.00 p.m. WIB.
c. if member(s) of the Board of Directors, the Board of Commissioners and employees of the
Company act as proxy in the Meeting, any vote they cast as a proxy will not be counted in
the poll.
9. The Company’s Shareholder s or their prox ies can watch the ongoing Meeting through a zoom
webinar platform by accessing the eASY.KSEI menu, the Tayangan RUPS submenu on the AKSes
KSEI website (https://akses.ksei.co.id/) or Tayangan RUPS menu on the AKSes KSEI mobile
application, subject to the follo wing provisions:
a. the Company’s Shareholder or his/her proxy has been registered on the eASY.KSEI
application by no later than the Deadline for Attendance Declaration ;
b. the Tayangan RUPS video streaming has a capacity of up to 500 (five hundred) participants,
and the participants’ attendance will be determined on a first -come, first served basis. The
Company’s Shareholder or his/her proxy who cannot watch the Meeting through the
Tayangan RUPS will still be considered as validly attending the electronic Meeting and their
share ownership and votes will be taken into account in the Meeting as long as they have
been registered on the eASY .KSEI application; and
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c. The Company’s Shareholder or his/her proxy who watch the ongoing Meeting through the
Tayangan RUPS but is not duly registered for the electronic attendance on the eASY.KSEI
application will not be considered as validly attending the electronic Meeting and therefore
their attendance will not be counted in the attendance quorum for the Meeting.
10. To get the best experience in using the eASY.KSEI application and/or the Tayangan RUPS, the
Shareholder s or their proxies are advised to use the Google Chrome or Mozilla Firefox browser .
11. Materials related to the agenda s of the Meeting are available and can be obtained on the
Company's website ( https://about.blibli.com/en/investor-relations/shareholders -meeting ) since
the date of this notice of Meeting.
12. If there are changes in the technical operations of the eASY.KSEI application, or changes to any
regulations, guidelines and/or explanations of KSEI related to the conduct of electronic meetings
through the eASY.KSEI application after the date of this noti ce of Meeting, then such change(s)
shall apply to the conduct of the Meeting, and all the provisions in these general provisions
concerning the conduct of electronic Meeting through the eASY.KSEI application are deemed to
be adjusted to such changes .
Additional Note :
1. To simplify the arrangement and order of the Meeting, the Shareholders or their proxies are kindly
requested to be present at the Meeting venue no later than 30 (thirty) minutes before the schedule
of the Meeting. Registration will be closed at 10.00 a.m. WIB. The Shareholder s or their proxies who
attend after the registration is closed and/or ha ve not registered by the close of registration, will be
deemed absent, therefore they cannot submit proposals and/or questions and cannot cast votes
at the Meeting.
2. Any Shareholder that has arrived at the Meeting venue but cannot enter the Meeting room due to
the limited room capacity may still exercise his/her rights by electronically attending the Meeting
or granting power of attorney (to attend the Meeting and cast a vote on each Meeting agenda item)
to the independent party designated by the Company (a representative of the BAE), by completing
and signing the written power of attorney provided by the Company at the Meeting venue .
3. In the event of an emergency, which makes the Company unable to hold the Meeting physically,
the Company will hold the Meeting electronically without the physical presence of the
Shareholders upon prior notice to the Company’s Shareholders .
Jakarta, 13 May 2026
PT Global Digital Niaga Tbk
Board of Directors
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Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
person
H. Thamrin
p.1
unresolved
person
Christina Dwi Utami
· Notaris
p.2 ×3
unresolved
org
Minister of Law
p.2
unresolved
org
Pusat Statistik
p.3
unresolved
org
PT Datindo Entrycom
p.4 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
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