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20251125_GOTO_Pemanggilan RUPS_31987553_lamp2.pdf
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INVITATION TO
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF PT GOTO GOJEK TOKOPEDIA Tbk (the “Company")
The Board of Directors of the Company hereby invite the shareholders of the Company to attend the
Extraordinary General Meeting of Shareholders (“EGMS”) to be held on:
Day/Date : Wednesday, December 17, 2025
Time : 10.00 AM – 12.00 PM Western Indonesian Time
Venue : GoLearn Auditorium, 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:
Voting Rights Ratio for
No. Agenda Explanation
Series B
1. Approval on the resignation of Mr. Pursuant to Article 20 paragraph To approve this Agenda
Pablo Malay as Commissioner of (2) of the Company’s Articles of item, the voting right ratio
the Company. Association in conjunction with for Series B shares is 30
Article 23 of OJK Regulation No. votes for every Series B
2. Approval on the resignation of Mr. 33/POJK.04/2014 on the Board of share.
Winato Kartono as Commissioner Directors and Board of
of the Company. Commissioners of Issuer and
Public Company (“POJK
33/2014”), members of the Board
of Commissioners are appointed
and dismissed by the General
Meeting of Shareholders (“GMS”).
Furthermore, based on Article 20
paragraph (5) of the Company’s
Articles of Association juncto
Article 27 of POJK 33/2014, the
resignation of a Commissioner
must obtain approval of the GMS
and be published in a 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
November 24, 2025 through a
disclosure of information which
was published in the Company’s
and the IDX’s website, the
Company has received the
resignation letter from the
following commissioners:
1. Mr. Pablo Malay from his
position as a Commissioner
of the Company dated
November 24, 2025; and
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Voting Rights Ratio for
No. Agenda Explanation
Series B
2. Mr. Winato Kartono from his
position as a Commissioner
of the Company dated
November 24, 2025.
In respect of the above, the
Company seeks EGMS approval
for the resignation of Mr. Pablo
Malay and Mr. Winato Kartono
from their respective positions as
Commissioners of the Company.
3. Approval on the resignation of Mr. Pursuant to Article 17 paragraph To approve this Agenda
Sugito Walujo as President Director (3) of the Company’s Articles of item, the voting right ratio
of the Company. Association juncto Article 3 for Series B shares is 30
paragraph (1) of POJK 33/2014, votes for every Series B
4. Approval on the resignation of Mr. members of the Board of Directors share.
Ade Mulyana as Director of the are appointed and dismissed by
Company. the GMS.
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
member of the Board of Directors
must obtain approval from the
GMS and be published in a
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
November 24, 2025 through a
disclosure of information
published in the Company’s and
the IDX’s websites, the Company
has received the resignation letter
from the following members of the
Board of Directors:
1. Mr. Sugito Walujo from his
position as a President
Director of the Company
dated November 24, 2025;
and
2. Mr. Ade Mulyana from his
position as a Director of the
Company dated November
24, 2025.
In respect to the above, the
Company seeks EGMS approval
for the resignation of Mr. Sugito
Walujo from his position as
President Director of the Company
and Mr. Ade Mulyana from his
positions as Director of the
Company.
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Voting Rights Ratio for
No. Agenda Explanation
Series B
5. Approval on the appointment of Mr. With reference to the same article To approve this Agenda,
Andre Soelistyo as a Commissioner provisions as stated in the the voting right ratio for
of the Company. explanation of the EGMS Agenda Series B shares is 30 votes
number 1 and 2, the Company for every Series B share.
6. Approval on the appointment of Mr. hereby seeks EGMS approval for
Santoso Kartono as a the appointment of the new
Commissioner of the Company. member of Board of Directors,
namely:
1. Mr. Andre Soelistyo, as the
replacement of Mr. Pablo
Malay, whose term of office
shall continue the remaining
term of office of Mr. Pablo
Malay as Commissioner,
namely until the third Annual
GMS following the EGMS
dated June 18, 2025 (in this
case until the year of 2028),
without prejudice to the right
of the GMS to dismiss such
individual at any time in
accordance with Article 20
paragraph (2) of the
Company’s Article of
Association.
2. Mr. Santoso Kartono, as the
replacement of Mr. Winato
Kartono, whose term of office
shall continue the remaining
term of office of Mr. Winato
Kartono as the
Commissioner, namely until
the third Annual GMS
following the EGMS dated
March 2, 2023 (in this case
until the year of 2026), without
prejudice to the right of the
GMS to dismiss such
individual at any time in
accordance with Article 20
paragraph (2) of the
Company’s Article of
Association.
The curriculum vitae of Mr. Andre
Soelistyo and Mr. Santoso
Kartono are published
simultaneously with the EGMS
invitation through the Company’s
website.
7. Approval on the appointment of Mr. With reference to the same article To approve this Agenda,
Hans Patuwo as a President provisions as stated in the the voting right ratio for
Director of the Company. explanation of the EGMS Agenda Series B shares is 30 votes
number 3 and 4, the Company for every Series B share.
seeks EGMS approval for the
appointment of Mr. Hans Patuwo
as the President Director of the
Company, with the effective term
of office from the closing of the
EGMS until the third Annual GMS
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Voting Rights Ratio for
No. Agenda Explanation
Series B
after this EGMS (in this case, until
the year of 2028), without
prejudice to the rights of the GMS
to dismiss such individual at any
time in accordance with Article 17
paragraph (3) of the Company’s
Articles of Association.
Accordingly, pursuant to the
EGMS Agenda 1 until 7, the
composition of the Company’s
Board of Commissioners and
Board of Directors 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
- Vice President Director: Mrs.
Catherine Hindra Sutjahyo
- Director: Mr. Simon Tak
Leung Ho
- Director: Mr. Sudhanshu
Raheja
- Director: Mrs. R.A.
Koesoemohadiani
- Director: Mr. Wuzhen
(William) Xiong
- Director: Mrs. Monica Lynn
Mulyanto
The curriculum vitae of Mr. Hans
Patuwo is published
simultaneously with the EGMS
invitation through the Company’s
website, notwithstanding that such
individual is already serving as the
Director of the Company.
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Note:
1. The EGMS Announcement was announced by the Company on November 10, 2025 on the IDX's
website, the Company’s website, and KSEI Electronic General Meeting System ("eASY.KSEI")
platform provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
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.
3. Shareholders entitled to attend the GMS are the shareholders of the Company whose names are
registered in the Shareholders Register of the Company and/or the shareholders of the Company
in sub securities accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) on November 24,
2025 at the close of stock trading on the Indonesia Stock Exchange (“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 the invitation until the date of the EGMS. The Company will not provide hard copy
documents 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 on the Implementation of
Electronic General Meetings of Shareholders, General Meetings of Bondholders, and General
Meetings of Sukuk Holders Electronically. Due to limited room capacity, physical attendance
is limited to 80 people on a first come first served basis.
6. The participation of the shareholders in the GMS can be conducted through the following
mechanism:
(a) electronic attendance at GMS through eASY.KSEI platform; or
(b) physical attendance at GMS, with a limit of 80 people (on a first come, first served
basis).
7. Procedures for electronic attendance at the EGMS:
(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 December 16, 2025
at 12.00 PM Western Indonesia Time Zone ("Deadline for Attendance Declaration").
(c) The following parties shall register their attendance through the eASY.KSEI platform on the
date of the GMS from 09.00 AM until 10.00 AM Western Indonesia Time, namely:
(i) the Eligible Shareholders that have not declared their electronic attendance until the
Deadline for Attendance Declaration;
(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
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(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 GMS agenda in eASY.KSEI platform until the Deadline for Attendance Declaration,
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 GMS 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 scripless 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 Board of Directors and the Board of Commissioners 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 on Planning and Implementation of General
Meetings of Shareholders of Public Companies, the power of attorney shall be granted
no later than 1 (one) business day prior to the holding of the GMS.
(ii) Conventional Power of Attorney – the form which includes voting. The 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
December 16, 2025 at 04.00 PM Western Indonesia Time or through email at
dm@datindo.com.
(b) For shareholders who are holding script shares
The Company has prepared a Conventional Power of Attorney – the form which includes
voting. The 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
December 16, 2025 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.
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(c) Only power of attorney that has been validated as shareholders of the Company are entitled
to attend the GMS and will be counted in the quorum calculation for the voting.
Verification 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 to 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 RUPSLB (EGMS 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 December 16, 2025 at 12:00 PM Western Indonesia Time;
(b) the GMS 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 GMS through the GMS 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 GMS 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 EGMS 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
(https://bit.ly/RUPSLBDes25).
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 the copy of its Articles
of Association and its amendments respectively, including the last composition of the
management. Shareholders whose shares have been registered in KSEI collective custody shall
bring the Written Confirmation for the GMS 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 GMS is
started. Shareholders or their proxy who arrive after the registration desk is closed or late/fail
to register by electronic with any reason, deemed as absence or will not be counted for the
attendance quorum.
b. Shareholders or their proxy that has arrived in the 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 GMS by being represented
by the independent party.
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12. The Company does not provide food, beverages, and souvenirs at the physical attendance
EGMS.
Jakarta, November 25, 2025
PT GoTo Gojek Tokopedia Tbk
Board of Directors
8
Names mentioned 24 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Agus D.W. Martowardojo
p.4
unresolved
person
Mr. Hans
· President Director
p.4 ×2
unresolved
person
Mr. Sudhanshu
· Director
p.4
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.5 ×3
unresolved
org
Indonesia Stock Exchange
p.5
unresolved
org
PT Datindo Entrycom
p.5 ×6
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