Back to announcement
20250613_BELI_Ringkasan Risalah//Risalah RUPS_31894931_lamp3.pdf
RUPS minutes Needs review BELISource file signed link, expires in 15 minutes
Extracted text 9
Page 1 OCR 0.902
@ Mblibli ii keji ANNOUNCEMENT OF THE SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PT GLOBAL DIGITAL NIAGA TBK (“COMPANY”) The Board of Directors of Company, domiciled in Jl. Jend. A. Yani No. 34, Panjunan Village, Kota Kudus Sub-district, Kudus Regency, Central Java, Indonesia, 59317, hereby announces that the Company has held the Annual General Meeting of Shareholders (“AGMS") and the Extraordinary General Meeting of Shareholders (“EGMS") (collectively referred to as the “Meeting”), with a summary of the minutes of the Meeting as follows: A. Meeting AGMS was held on: Day/Date 1 Wednesday, 11 June 2025 Time 1 09:47 —10:54 Western Indonesian Time Venue 1 Grand Ballroom, Nth Floor. Hotel Indonesia Kempinski Jakarta Jl. M.H. Thamrin No Jakarta Pusat 10310 Mechanism 1 The AGMS was held physically and electronically through Electronic General Meeting System KSEI (“eAsy.KSEI”) application. EGMS was held on: Day/Date 1 Wednesday, 11 June 2025 Time 1 1:35 - 11:50 Western Indonesian Time Venue 1 Grand Ballroom, th Floor. Hotel Indonesia Kempinski Jakarta Jl. M.H. Thamrin No.1 Jakarta Pusat 10310 Mechanism 1 The EGMSwas held physically and electronically through eAsy.KSEI application. B. Attendance of the Company's Board of Commissioners and Board of Directors Members of the Company's Board of Commissioners and Board of Directors who attended the Meeting, namely:
Page 2 OCR 0.917
AGMS BOARD OF COMMISSIONERS: President Commissioner Vice President Commissioner Independent Commissioner Independent Commissioner Independent Commissioner BOARD OF DIRECTORS: President Director Director Director Director Director Director EGMS BOARD OF COMMISSIONERS: President Commissioner Vice President Commissioner Independent Commissioner Independent Commissioner BOARD OF DIRECTORS: President Director Director Director Director Director Director Chairman of the Meeting : Martin Basuki Hartono : Honky Harjo : Dr. Ir. Raden Pardede : Dr. Ir. Kusmayanto Kadiman : Suryadi Sasmita : Kusumo Martanto : Hendry : Lisa Widodo : Eric Alamsjah Winarta 1 Andy Untono : Ronald Winardi : Martin Basuki Hartono : Imron Hendrata : Dr. Ir. Kusmayanto Kadiman : Suryadi Sasmita : Kusumo Martanto : Hendry : Lisa Widodo : Eric Alamsjah Winarta 1 Andy Untono : Ronald Winardi The AGMS was chaired by Honky Harjo asthe Company's Vice President Commissioner. The EGMS was chaired by Dr. Ir. Kusmayanto Kadiman as the Company's Independent Commissioner. Attendance of the Shareholders AGMS AGMS for the whole agendas was attended by shareholders and its proxies which represents 132,330,528,291 shares or 98.8544 of 133,863,950,989 shares which constitute all shares with valid voting rights issued by the Company.
Page 3 OCR 0.945
EGMS EGMS for the sole agenda was attended by independent shareholders and its proxies representing 16,074,483,772 shares or M.3804X of 17,590,808,770 shares which constitute all independent shares. Meeting Decision Results AGMS 1 First Agenda: 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 2024, 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 2024 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 2024, as well as granting a full release and discharge of responsibilities (acguit et de charge) to members of the 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 2024. Resolution: Approved and ratified the Board of Directors Report regarding the course of business and financial management of the Company for the financial year ended on 31 December 2024, 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 2024 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 2024, as well as granting a full release and discharge of responsibilities (acguit et de charge) to members of the 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 2024. Second Agenda: 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 2025. Resolution: 1. Granted authority and power to the Company's Board of Commissioners to determine/specify the salary and other benefits of the Board of Directors for the financial year of 2025, by taking into account the recommendations from the Company's Nomination and Remuneration Committee, and
Page 4 OCR 0.930
2. Determined the honorarium and/or other benefits of the Company's Board of Commissioners for the financial year of 2025, in the maximum amount of Rp7,762,500,000.00 (seven billion seven hundred sixty-two million five hundred thousand Rupiah) and granted authority and power to the Company's Board of Commissioners' meeting to determine the allocation, by taking into account the recommendations from the Company's Nomination and Remuneration Committee. Third Agenda 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 ended on 31 December 2025 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. Resolution: 1. Granted authority and power to the Board of Commissioners to appoint a Public Accountant and/or Public Accountant Firm with competence and experience, independent of the Company and registered with the Financial Services Authority to audit the Company's financial statements ending on 31 December 2025 including the determination of honorarium and other reguirements, by taking into account the recommendations received from the Audit Committee, and 2 Granted authority and power to the Board of Commissioners to appoint a substitute Public Accountant and/or Public Accountant Firm and terminate the appointed Public Accountant and/or Public Accountant Firm, should for whatever reason, in accordance with the prevailing capital market regulations, the appointed Public Accountant and/or Public Accountant Firm fails to continue/perform its duties. Fourth Agenda Approval of the changes in the composition of the Companys Board of Commissioners. Resolution: 1. Approved on changing the composition of the Companys Board of Commissioners by: 1. Accepted the resignation of: i.. HONKY HARJO from his position as the Companys Vice President Commissioner, and ii. ''RADEN PARDEDE from his position as the Company's Independent Commissioner. effective as of the closing of this Meeting,
Page 5 OCR 0.935
2. Appointed IMRON HENDRATA as the new Vice President Commissioner of the Company, with the term of office following the term of office of the previous members of the Board of Commissioners, so that the composition of the members of the Board of Commissioners of the Company that is effective as of the closing of this Meeting until the closing of the Annual General Meeting of Shareholders held in 2026 is as follows: Board of Commissioners: President Commissioner : MARTIN BASUKI HARTONO Vice President Commissioner :IMRON HENDRATA Independent Commissioner : KUSMAYANTO KADIMAN Independent Commissioner : SURYADI SASMITA Without reducing the rights of the General Meeting of Shareholders to dismiss members of the Board of Commissioners at any time before the end of their term of office: and 2. Agreed to grant authority and power to the Company's Board of Directors, both individually and jointly, with the right of substitution to carry out any and all necessary actions in connection with the decision, including but not limited to stating/pouring the contents of the decision regarding the composition of the members of the Companys Board of Commissioners and reaffirm the composition of the members of the Company's Board of Directors and Board of Commissioners as well as reaffirm the composition of the Company's shareholders (if necessary) in deeds made before a Notary, as reguired by and in accordance with the provisions of the applicable laws and regulations, hereinafter to submit notification of changes to the Company's data to the authorized agency, as well as carry out all and any necessary actions in connection with the decision in accordance with applicable laws and regulations. 5. Fifth Agenda Submission of the report on realization of the use of proceeds from the initial public Offering of the Company's shares until 31 December 2024. There was no decision making in the fifth agenda, as the nature was a report submission. EGMS 1 Sole Agenda Approval of the Company's plan to increase capital without pre-emptive rights in the framework of the management and employee stock option plan program with a maximum of 4,000,000,000 (four billion) shares or 2.994 (two-point nine nine percent) of the issued and fully paid-up capital in the Company (“MESOP Program”).
Page 6 OCR 0.935
Resolution: 1. Approved the Capital Increase Without Pre-emptive Rights in the framework of the MESOP Program, in accordance with Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Pre-emptive Rights as amended by Financial Services Authority Regulation Number 14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Pre-emptive Rights by issuing new shares ina maximum amount of 4,000,000,000 (four billion) shares or 2.994 (two point nine nine percent) of the Company's issued and paid-up capital, with a nominal value of each share of Rp250.00 (two hundred and fifty Rupiah), as stated in: - Information Disclosure has been announced on 5 May 2025 and Changes and/or Additional on Information Disclosure has been announced on 5 June 2025, both through the Indonesia Stock Exchange website and the Company's website. and agreed to change the provisions of Article 4 paragraph 2 of the Company's articles of association regarding the increase in the Company's issued and paid- Up capital, in connection with the implementation of the MESOP Program, 2. Granted authority and power to the Company's Board of Directors, either individually or jointly, with the right of substitution, to carry out all and any actions that are necessary, deemed necessary/good and reguired in order to implement the MESOP Program, including but not limited to, the implementation, validity and/or effectiveness of the MESOP Program, and to declare the realization of the issuance of new shares and the Company's issued and paid-up capital in connection with the implementation of the MESOP Program, and to sign every document related to the MESOP Program, including but not limited to: to appear before anotary, restate the decisions of this Meeting, and set forth the decisions of this Meeting in deeds made before a Notary, to determine the number of new shares issued and to determine the increase in issued and paid-up capital in connection with the implementation and results of the MESOP Program, to list the new shares on the Indonesia Stock Exchange to amend and rearrange the provisions of Article 4 paragraph 2 of the Company's articles of association or Article 4 of the Company's articles of association as a whole (including confirming the composition of shareholders in the deed if necessary) as reguired by and in accordance with the provisions of laws and regulations applicable in the Capital Market, which is then to reguest approval and/or submit notification of the decisions of this Meeting and/or changes to these articles of association to the authorized agency and to make changes and/or additions in any form whatsoever that are necessary to obtain approval and/or receipt of such notification, as well as to carry out all and every action reguired, in accordance with the applicable laws and regulations. F. Submission of @uestion and/or Opinions The Meeting provides an opportunity to ask guestions and/or give opinions related to each agenda.
Page 7 OCR 0.926
AGMS (i) — First Agenda: In the First Agenda of the AGMS, there was 1 (one) guestion submitted by a shareholder, which was directly answered verbally by the Company's Board of Directors. (ii) Second Agenda: In the Second Agenda of the AGMS, there were no guestions and/or opinions raised by shareholders and/or proxy of shareholders. (iii) Third Agenda: In the Third Agenda of the AGMS, there were no guestions and/or opinions raised by shareholders and/or proxy of shareholders. (iv) Fourth Agenda: In the Fourth Agenda of the AGMS, there were no guestions and/or opinions raised by shareholders and/or proxy of shareholders. (W) Fifth Agenda: In the Fifth Agenda of the AGMS, guestions and/or opinion raising was not conducted. EGMS Sole Agenda: In the Sole Agenda of the EGMS, there were no guestions and/or opinions raised by independent shareholders and/or proxy of independent shareholders. Mechanism for Adopting Resolutions The resolutions for all meeting agendas were carried out by way of deliberation for consensus. If deliberation for consensus is not reached, then a vote shall be taken. Vote counting will be conducted with reference to the OJK Regulation No. 15/POJK.04/2020 on the Planning and Organization of General Meetings of Shareholders by Publicly-Traded Companies (“POJK 15/2020”) and OJK Regulation No. 16/POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders by Publicly-Traded Companies (“POJK 16/2020”) and articles of association of the Company.
Page 8 OCR 0.894
Vote Counting Results Respectively for the first to fifth agenda of the AGMS and the sole agenda of the EGMS, there were votes taken as follows: AGMS 1. The First Agenda: During the first agenda, the voting outcome is as follows: Agenda Agree Disagree Abstain Total Votes Agreed First | 182271199091 190,000 59.139.200 132,330,338.201 (999925) More than1/2 of the total number of votes validly cast at the AGMS. 2. The Second Agenda: During the second agenda, the voting outcome is as follows: Agenda Agree Disagree Abstain Total Votes Agreed Second |132263498572 | 7,890,519 59,139 200 132,322,637,772 (999926) More than 1/2 of the total number of votes validly cast at the AGMS. 3. The Third Agenda: During the third agenda, the voting outcome is as follows: Agenda Agree Disagree Abstain Total Votes Agreed Third 132,214,753,254 56,635,837 59,139,200 132,273,892,454 (9996) More than 1/2 of the total number of votes validly cast at the AGMS. 4. The Fourth Agenda: During the fourth agenda, the voting outcome is as follows: Agenda Agree Disagree Abstain Total Votes Agreed Fourth | 132,271,389,091 fo) 59,139,200 132,330,528,201 (100.0026)
Page 9 OCR 0.932
More than 1/2 of the total number of votes validly cast at the AGMS. 5. The Fifth Agenda: This agenda did not reguire any decision making and therefore there was no vote counting. The AGMS' participants accepted well the report on the realization of the use of proceeds from the initial public offering of the Company's until 31 December 2024. Extraordinary General Meeting of Shareholders 1. The Sole Agenda: During the sole agenda, the voting outcome is as follows: Agenda Agree Disagree Abstain Total Votes Agreed Sole 16,017,847,935 56,635,837 0 16,017,847,935 (91.0626) More than 1/2 of the total number of votes validly cast at the EGMS. This summary of minutes is to comply with POJK 15/2020 and POJK 16/2020. Jakarta, 13 June 2025 PT GLOBAL DIGITAL NIAGA Tbk Board of Directors
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
person
H. Thamrin No Jakarta Pusat
p.1
unresolved
person
H. Thamrin
p.1
unresolved
org
Financial Services Authority
p.4 ×4
unresolved
person
MARTIN BASUKI HARTONO
· President Commissioner
p.5 ×2
unresolved
org
Indonesia Stock Exchange
p.6 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.000
141 ms
13 Sep 2026 15:11
no RUPS minutes content - likely misclassified