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20260922_GOTO_Pemanggilan RUPS_32150299_lamp2.pdf
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INVITATION OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT GOTO GOJEK TOKOPEDIA Tbk (the "Company")
The Board of Directors of the Company hereby invites the shareholders of the Company to attend the
Extraordinary General Meeting of Shareholders (“EGMS”) of the Company which will be convened on:
Day/Date : Wednesday, October 14, 2026
Time : 10.00 AM – 11.30 AM Western Indonesian Time
Venue : GoTo Office, Pasaraya Blok M Building, 7th floor, Jl. Iskandarsyah II No.
2, South Jakarta 12160
Mechanism : Electronic meeting through eASY.KSEI platform and physical meeting
with limited attendance, up to 80 persons, on a first come first serve
basis, due to a room capacity limitation.
The Agenda of the EGMS are as follows:
No. Agenda Explanation Voting Rights Ratio
for Series B
1. Approval of the proposed Pursuant to Law No. 40 of 2007 on Limited To approve this
reduction of the Company’s Liability Companies as amended from time to time Agenda, holders of
capital by way of cancellation of and OJK Regulation No. 29 of 2023 on the Series B Shares have
a portion of the Company’s Buyback of Shares Issued by Public Companies the same voting rights
treasury shares resulting from (“POJK 29/2023”), in accordance with the as holders of Series A
the share buyback by the provisions of Article 21 letter b of POJK 29/2023, Shares, i.e. 1 share
Company during the period from the shares resulting from the buyback can be represents 1 vote.
June 12, 2024 until June 11, transferred by cancelling them by way of
2025 (the “Capital Reduction”), reduction of the Company’s issued and paid-up
which will result in an capital. The reduction of the Company’s issued
amendment to the Articles of and paid-up capital by cancelling the Company's
Association of the Company in treasury shares must obtain the approval of the
connection with the reduction of Company’s shareholders.
the Company’s issued and paid-
up capital. As a follow-up to the Disclosure of Information by
the Company submitted through Company Letter
No. 071/GOTO/CS/JKT/VII/2026 dated July 28,
2026 on Report to the OJK in connection with a
Material Information or Facts which contains
information on the amendment to the treasury
shares transfer plan ("July 28, 2026 Disclosure
of Information").The Company intends to seek
the approval from the shareholders in the EGMS
in connection with the Company’s plan to reduce
its capital by cancelling a portion of the
Company’s treasury shares, amounting to
32,186,417,803 (thirty two billion one hundred
and eighty six million four hundred and seventeen
thousand eight hundred and three) Series A
shares bought back by the Company
(“Company’s Treasury Shares”). These
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No. Agenda Explanation Voting Rights Ratio
for Series B
Company’s Treasury Shares were previously
acquired by the Company through share buyback
from the shareholders under the Company’s
share buyback program conducted from June 12,
2024 to June 11, 2025 (“2024-2025 Shares
Buyback”).
As previously disclosed in the July 28, 2026
Disclosure of Information, the Company initially
intended to transfer the shares acquired under the
2024 - 2025 Shares Buyback for the purpose of
implementing an employee share ownership
program for employees, the Board of Directors,
and the Board of Commissioners of the Company
and its Subsidiaries, as approved by shareholders
at the Extraordinary General Meeting of
Shareholders dated June 18, 2025
("ESOP/MSOP Program Using Treasury
Shares").
However, after considering and reviewing various
factors, such as current global and national
market conditions and all dynamics currently
taking place, the interests of the Company, as well
as the optimal benefit for all of the Company's
shareholders, then the Company has decided to
cancel the implementation of the ESOP/MSOP
Program Using Treasury Shares and intend to
amend the plan for transferring the shares
resulting from the 2024-2025 Share Buyback
through the Capital Reduction.
The Capital Reduction will result in the
amendment to the Company’s Articles of
Association, specifically to Article 4 paragraph (2)
of the Company’s Articles of Association in
relation to the Company’s paid-up and issued
capital as a result from the realization of the
Capital Reduction.
2. Approval of the resignation of Pursuant to Article 17 paragraph (3) of the To approve this
Mrs. Catherine Hindra Sutjahyo Company’s Articles of Association juncto Article Agenda, the voting
as the Vice President Director 3 paragraph (1) of OJK Regulation No. right ratio for Series B
of the Company. 33/POJK.04/2014 on the Board of Directors and shares is 30 votes for
Board of Commissioners of Issuers and Public every Series B share.
Companies (“POJK 33/2014”), members of
Board of Directors are appointed and dismissed
by the general meeting of shareholders.
Furthermore, based on Article 17 paragraph (9)
of the Company’s Articles of Association juncto
Article 8 and Article 9 POJK 33/2014, the
resignation of a Director must obtain approval
from the shareholders and be published in a
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No. Agenda Explanation Voting Rights Ratio
for Series B
disclosure of information to the public no later
than 2 (two) business days after the resignation
letter is received.
As disclosed by the Company on Friday, August
28, 2026 through a disclosure of information
published in the Company’s and the Indonesian
Stock Exchange’s websites, the Company has
received the resignation letter from Mrs.
Catherine Hindra Sutjahyo from her position as a
Vice President Director of the Company, dated
August 28, 2026.
In respect to the above, the Company seeks
approval from the shareholders at the EGMS for
the resignation of Mrs. Catherine Hindra Sutjahyo
from her position as a Vice President Director of
the Company.
Accordingly, pursuant to the EGMS Agenda 2,
the composition of the Company’s BOC and BOD
after obtaining EGMS’ approval will become as
follows:
Board of Commissioners
● President Commissioner: Mr. Agus D.W.
Martowardojo
● Independent Commissioner: Mr. John A.
Prasetio
● Independent Commissioner: Mr. Dirk Van
den Berghe
● Independent Commissioner: Ms. Marjorie
Tiu Lao
● Commissioner: Mr. Wishnutama Kusubandio
● Commissioner: Mr. Andre Soelistyo
● Commissioner: Mr. Santoso Kartono
Board of Directors
● President Director: Mr. Hans Patuwo
● Director: Mr. Simon Tak Leung Ho
● Director: Mr. Sudhanshu Raheja
● Director: Mrs. R.A. Koesoemohadiani
● Director: Mrs. Monica Lynn Mulyanto
● Director: Mr. Wuzhen (William) Xiong
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Notes:
1. The EGMS Announcement was announced by the Company on September 7, 2026, on the IDX's
website, the Company’s website and KSEI Electronic General Meeting System ("eASY.KSEI")
platform.
2. The Company will not send a separate invitation to each shareholder of the Company, thus this
invitation shall be treated as the official invitation for the shareholders of the Company. Shareholders
who intend to attend the EGMS physically will be subject to the mechanism stipulated in point 10
below.
3. Shareholders entitled to attend the EGMS are the shareholders of the Company whose names are
registered in the Register of Shareholders of the Company and/or the shareholders of the Company
in sub-securities accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) on September 21, 2026,
at the close of stock trading closure on the IDX until 4.00 PM Western Indonesian Time (“Eligible
Shareholders”).
4. Materials related to the EGMS are available and accessible through the Company's website on
https://www.gotocompany.com/investor-relations/gms and eASY.KSEI on easy.ksei.co.id, as of the
date of this invitation until the date of the EGMS. The Company will not provide hard copy materials
to the shareholders.
5. The EGMS will be held physically with limited attendance and electronically through eASY.KSEI
platform, pursuant to the provisions of OJK Regulation No. 14 of 2025 regarding Implementation of
Electronic General Meetings of Shareholders, General Meetings of Bondholders, and General
Meetings of Sukukholders. Due to the a room capacity limitation, the physical attendance is
limited to 80 persons, on a first come first serve basis.
6. The participation of the shareholders in the EGMS can be conducted through the following
mechanism:
(a) electronic attendance at EGMS through eASY.KSEI platform; or
(b) physical attendance at EGMS, which limited up to 80 shareholders or its proxies (on a first
come first serve basis due to a room capacity limitation).
7. Electronic EGMS attendance procedure:
(a) The Eligible Shareholders must first be registered in the KSEI's Securities Ownership Reference
facility ("AKSes KSEI"). In the event that the Shareholder has not registered, please register
through the website https://akses.ksei.co.id.
(b) Eligible Shareholders may declare their attendance until no later than October 13, 2026, at 12.00
PM Western Indonesia Time ("Deadline for Attendance Declaration").
(c) The following parties shall register their attendance through the eASY.KSEI platform on the date
of the EGMS from 08.00 AM until 09.00 AM Western Indonesia Time:
(i) the Eligible Shareholders that have not declared their electronic attendance until the
Deadline for Attendance Declaration;
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(ii) the Eligible Shareholders that have declared their electronic attendance but have not cast
their votes until the Deadline for Attendance Declaration;
(iii) the individual representatives and the independent party appointed by the Company (i.e.,
PT Datindo Entrycom as the Company's Share Registrar) that have received power of
attorney from the Eligible Shareholders but the relevant shareholders have not cast their
votes until the Deadline for Attendance Declaration; and
(iv) the KSEI participants or intermediaries (custodian banks or securities companies) that have
received powers of attorney from the Eligible Shareholders that have cast their votes
through the eASY.KSEI platform.
(d) Eligible Shareholders who have given a declaration of attendance or power of attorney to the
individual representative or independent party and have determined the voting options for the
EGMS agenda in eASY.KSEI platform until the specified time limit, then the person concerned
does not need to register attendance electronically in eASY.KSEI platform.
(e) Any delay or failure in the electronic registration process for any reason will result in the Eligible
Shareholders or their proxies being unable to attend the EGMS electronically, and their
shareholdings will not be counted towards the attendance quorum.
8. Procedures for granting power of attorney:
(a) For the individual shareholders who are holding scriptless shares
The Company has prepared 2 (two) types of power of attorney, namely (i) Electronic Power of
Attorney ("e-Proxy") which can be accessed electronically on the eASY.KSEI platform through
http://www.ksei.co.id and (ii) Conventional Power of Attorney.
(i) e-Proxy through eASY.KSEI - a system for granting a power of attorney provided by KSEI
to facilitate and integrate proxies from scripless shareholders whose shares are held in
KSEI Collective Custody to their proxies electronically. The attorney who is available at
eASY.KSEI is an independent party appointed by the Company. Any member of the BOD
and the BOC as well as any employee of the Company cannot act as the proxy of a
shareholder in the GMS. Further information regarding the independent proxies appointed
by the Company can be accessed in eASY.KSEI platform through http://www.ksei.co.id.
The e-Proxy will be subject to the procedures, terms and conditions as set out by KSEI. In
accordance with the OJK Regulation No. 15/POJK.04/2020 regarding the Plan and
Implementation of the General Meeting of Shareholders of Public Companies, the power
of attorney shall be granted no later than 1 (one) business day prior to the date of the
EGMS.
(ii) Conventional Power of Attorney – the form which includes voting. The conventional power
of attorney that has been completed and signed by the shareholders along with the
supporting documents must be submitted to the PT Datindo Entrycom, the Company’s
Shares Registrar, at Jl. Hayam Wuruk No. 28, Jakarta 10210, Indonesia no later than
October 13, 2026, at 12.00 PM Western Indonesia Time or through email at
dm@datindo.com.
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(b) For shareholders who are holding script shares
The Company has prepared a Conventional Power of Attorney – the form which includes voting.
The conventional power of attorney that has been completed and signed by the shareholders
along with the supporting documents must be submitted to PT Datindo Entrycom, the Company’s
Shares Registrar, at Jl. Hayam Wuruk No. 28, Jakarta 10210, Indonesia no later than October
13, 2026, at 12.00 PM Western Indonesia Time or through email at dm@datindo.com.
The form of the Conventional Power of Attorney and information regarding the independent
proxies appointed by the Company can be obtained through the Company’s website at
https://www.gotocompany.com/investor-relations/gms or by contacting the Corporate Secretary
by email at corpsecretary@gotocompany.com or to PT Datindo Entrycom, the Company’s
Shares Registrar, at Jl. Hayam Wuruk No. 28, Jakarta 10210, Indonesia.
(c) Only power of attorney that has been verified as shareholders of the Company are entitled to
attend the EGMS and will be counted in the quorum calculation for the voting.
Verification of the conventional power of attorney will be conducted physically by (i) PT Datindo
Entrycom, the Company’s Shares Registrar, and (ii) the Notary, before entering the EGMS room.
Therefore, the appointed proxy through a conventional power of attorney, either from the
individual shareholders or the shareholders in the form of legal entities must bring the original
power of attorney and its supporting documents when attending the EGMS.
9. The Eligible Shareholders or their proxies can view the ongoing EGMS through a Zoom webinar by
accessing the eASY.KSEI menu, the Tayangan RUPS (GMS Video Streaming) submenu, on the
AKSes KSEI platform (https://akses.ksei.co.id/), subject to the following terms:
(a) the Eligible Shareholders or their proxies have been registered on the eASY.KSEI platform by
no later than October 13, 2026, 12:00 PM Western Indonesia Time;
(b) the EGMS video streaming has the capacity of up to 500 participants, and the participants’
attendance will be determined on a first-come, first-served basis. The Eligible Shareholders or
their proxies that cannot view the EGMS through the EGMS video streaming will still be
considered as validly attending the electronic GMS and their share ownership and votes will be
taken into account in the EGMS as long as they have been registered on the eASY.KSEI
platform;
(c) the Eligible Shareholders or their proxies who view the ongoing EGMS through the EGMS video
streaming but whose electronic attendance are not duly registered on the eASY.KSEI platform
will not be considered as validly attending the electronic EGMS and therefore their attendance
will not be counted in the attendance quorum for the EGMS; and
(d) to get the best experience in using the eASY.KSEI platform and/or the GMS video streaming,
the shareholders or their proxies are advised to use the Mozilla Firefox browser.
For shareholders who are unable to access through eASY.KSEI platform and shareholders who own
script shares, you can view the ongoing EGMS video streaming via Zoom link
https://gotocompany.zoom.us/webinar/register/WN__m1RoiW7Q3eP-BsZTmFkWA.
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10. The Eligible Shareholders and its proxies, who will attend the EGMS physically, are required to show
a copy of their National Identity Card (KTP) or other evidence of identity both for the shareholders
and their proxies to the registration officer of the Company’s EGMS before entering the EGMS venue.
Shareholders in the form of legal entities shall submit a copy of their Articles of Association and its
amendments respectively, including the latest composition of the management. Shareholders whose
shares have been registered in KSEI collective custody shall bring the Written Confirmation for the
EGMS which can be obtained from the securities companies or their respective custodian banks,
where the Eligible Shareholders have opened the securities account.
11. In order to facilitate the arrangement and orderliness of the EGMS:
a. the shareholders or their proxies must arrive and register their attendance no later than 08.30
AM Western Indonesian Time. The registration deck will close 30 minutes before the EGMS is
started. Shareholders or their proxy who arrive after the registration desk is closed or who are
late in registering or fail to register electronically for any reason, are deemed absent and will not
be counted for the attendance quorum.
b. Shareholders or their proxy that has arrived at the EGMS venue, but cannot enter the venue due
to the limited room capacity, may still exercise their rights by granting power to an independent
party appointed by the Company (i.e. PT Datindo Entrycom as the Company's Share Registrar)
by completing and signing the power of attorney provided by the Company, so then they may still
use their rights to attend and cast vote in the EGMS by being represented by the independent
party.
12. The Company does not provide food, beverages, and souvenirs at the EGMS venue.
Jakarta, September 22, 2026
PT GoTo Gojek Tokopedia Tbk
Board of Directors
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Agus D.W. Martowardojo
· President Commissioner
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Ms. Marjorie
· Commissioner
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Wuzhen
· Director
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PT Kustodian Sentral Efek Indonesia
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PT Datindo Entrycom
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