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RUPS notice Text extracted BELI

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Page 1
                                          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




                                                      7

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Names mentioned 9 people and organisations named in the text · linked when the evidence is strong

linked org GLOBAL DIGITAL NIAGA TBK p.1 ×5
possible org Otoritas Jasa Keuangan p.1
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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