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20250611_GOTO_Pemanggilan RUPS_31894026_lamp2.pdf
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REVISED INVITATION
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT GOTO GOJEK TOKOPEDIA Tbk (the "Company")
The Board of Directors (“BOD”) of the Company hereby invite the shareholders of the Company to
attend the Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary General Meeting
of Shareholders (“EGMS”, hereinafter with AGMS shall be referred to as the “GMS”) of the Company
which will be convened on the following details and the invitation previously announced in the
Company’s website, eASY.KSEI and Indonesia Stock Exchange website on Tuesday, May 27, 2025
(“GMS Invitation”) and the revision of the GMS Invitation is made to adjust the Bahasa Indonesia
version of the agenda 4 of the EGMS in relation to the position of Mr. Thomas Kristian Husted. The
revised GMS Invitation does not result in any changes to the EGMS agendas and GMS date.
Day/Date : Wednesday, June 18, 2025
Time : 09.00 AM – 01.00 PM Western Indonesian Time
Venue : Ballroom 3, Ritz Carlton Pacific Place, South Jakarta
Mechanism : Electronic meeting through eASY.KSEI platform and physical meeting
with limited attendance, up to 100 persons, on a first come first serve
basis, due to a room capacity limitation.
The Agenda of the GMS are as follows:
No. Agenda Explanation Voting Rights Ratio for
Series B
AGMS (NO CHANGES)
1. Approval on the Company’s annual The Company will provide an To approve this Agenda, the
report for the financial year of 2024 explanation to the shareholders or voting right ratio for Series B
which has been reviewed by the their proxies regarding the shares is 30 votes for every
Board of Commissioners (“BOC”), implementation of its business Series B share.
including the approval of the activities for the financial year
consolidated financial statements of ended on December 31, 2024 and
the Company and its subsidiaries as the financial condition of the
of and for the financial year ended on Company as stated in the audited
December 31, 2024, which has been consolidated financial statements
audited by public accounting firm of of the Company as of and for the
Purwantono, Sungkoro & Surja financial year ended on December
(member firm of Ernst & Young Global 31, 2024 in accordance with the
Limited) and granting a full release provision of Article 11 paragraph (4)
and discharge (acquit et de charge) to of the Articles of Association and
all members of the BOD and the BOC Article 69 of Law No. 40 of 2007 on
of the Company for their management Limited Liability Companies as
and supervisory duty carried out amended from time to time
throughout the financial year ended (“Companies Law”).
on December 31, 2024, provided that
those actions are clearly reflected in Referring to the Article 11
the Company’s annual report for the paragraph (5) of the Company’s
financial year of 2024 and audited Articles of Association, the
consolidated financial statements of ratification of the consolidated
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No. Agenda Explanation Voting Rights Ratio for
Series B
the Company and its subsidiaries as financial statements of the
of and for the financial year ended on Company as of and for the year
December 31, 2024. ended on December 31, 2024 by
the AGMS as mentioned above
provides a full release and
discharge (acquit et de charge) to
the members of the BOD and the
BOC of the Company on their
management and supervisory
duties carried out during such
financial year, for so long as those
actions are clearly reflected in the
financial statements, except for
fraud and other criminal actions.
2. Approval on determination of the This Agenda is conducted in order To approve this Agenda, the
salary and benefit of the BOD and to fulfill the provisions of Articles 96 voting right ratio for Series B
determination of the honorarium and 113 of the Companies Law shares is 30 votes for every
and/or benefit of the BOC for the relating to the determination of the Series B share.
financial year of 2025. remuneration of the BOD and the
BOC of the Company in the financial
year of 2025.
3. Approval on the appointment of an This Agenda is conducted in order To approve this Agenda, the
Independent Public Accountant to to fulfill the provisions of Article 59 Series B shareholders have
audit the consolidated financial paragraph (1) of the Financial the same voting rights as the
statements of the Company for the Services Authority (Otoritas Jasa Series A shareholders,
financial year 2025. Keuangan or “OJK”) Regulation No. whereby one share
15/POJK.04/2020 on the Plan and represents one vote.
Implementation of General Meeting
of Shareholders of Public
Companies (“POJK 15/2020”) and
Article 11 paragraph (4) point d of
Articles of Association of the
Company where the Company
proposed to reappoint Public
Accounting Firm Purwantono,
Sungkoro & Surja (member firm of
Ernst & Young Global Limited).
Pursuant to the provision of Article 3
of OJK Regulation No.
9/POJK.04/2023 on the Regulation
of the Use of Public Accountant and
Public Accounting Firm Services in
the Financial Service Activity, the
appointment of a public accountant
must be based on the Audit
Committee’s assessment prior to
the recommendation to and
approval from the BOC to be
conveyed for shareholders’
approval in GMS. The assessment
performed by the Audit Committee
includes but is not limited to the
assessment of the independence of
the public accountant and/or public
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No. Agenda Explanation Voting Rights Ratio for
Series B
accounting firm which also takes
into account a review of the non-
audit services fees (which in
financial year 2024 is below 10%
(ten percent) of the annual audit fee
of the financial statements of
Company and its subsidiaries
disclosed in the Annual Report of
2024).
4. Report on the realization of the use of This Agenda is conducted to comply This Agenda does not require
proceeds resulting from the Initial with the provisions of Article 6 voting and only a report to the
Public Offering. paragraph (1) and (2) of OJK shareholders.
Regulation No. 30/POJK.04/2015
regarding Realization Report on the
Use of Proceeds from the Initial
Public Offering (“POJK 30/2015”).
Based on POJK 30/2015, the
Company must report the
realization of the use of proceeds
from its Initial Public Offering (“IPO”)
in the AGMS until it has been fully
utilized.
This Agenda is only a report and
hence, it does not need to be
approved by the shareholders.
5. Report on the completion of the As information, the Company has This Agenda does not require
implementation of the Company’s obtained shareholders’ approval in voting and only a report to the
shares buyback for a period from the EGMS on June 11, 2024 to shareholders.
June 12, 2024 to June 11, 2025 conduct the 2024-2025 Shares
(“2024-2025 Shares Buyback”). Buyback for a period of 12 (twelve)
months from June 12, 2024 - June
11, 2025.
This Agenda is conducted to comply
within order to fulfill the provisions of
OJK Regulation No. 29 of 2023
regarding the Buyback of Shares
Issued by Public Companies
(“POJK 29/2023”). Based on POJK
29/2023, the Company must report
results of the share buyback when
the share buyback has been
completed. The Company intends to
present the report of the 2024-2025
Shares Buyback results at the GMS
in addition to the disclosure of
information regarding the
completion of the 2024-2025
Shares Buyback that will be
published by the Company in
accordance with the prevailing laws
and regulations.
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No. Agenda Explanation Voting Rights Ratio for
Series B
This Agenda is only a report and
hence, it does not need to be
approved by the shareholders.
6. Approval on the renewal of delegation This Agenda is conducted to comply To approve this Agenda, the
of authority to the BOC for the with the provisions of Article 41 voting right ratio for Series B
issuance of new shares which will be paragraph (2) of the Companies shares is 30 votes for every
granted to members of the BOD, Law. Series B share.
members of the BOC, and/or
employees of the Company and its Please be informed and for the
subsidiaries based on the Shares avoidance of doubt, as disclosed in
Ownership Program (“Share the Company’s IPO prospectus, the
Ownership Program”). Company has established a Share
Ownership Program based on the
shareholders approval in December
2021. The shareholders’ approval
obtained by the Company in
accordance with Article 28 of OJK
Regulation No. 22/POJK.04/2021
on the Implementation of Share
Classifications with Multiple Voting
Rights by Issuer with Innovation and
High Growth Rate that Conducts
Share Equity Securities Public
Offering (“POJK 22/2021”). In
connection with the Share
Ownership Program and referring to
the provisions of POJK 22/2021, the
Company may issue the right to
participants of the Share Ownership
Program to take shares in a
maximum of 16,870,601,100
(sixteen billion eight hundred
seventy million six hundred one
thousand one hundred) Series A
Shares or a maximum of 1.5% (one
point five percent) of the Company's
issued and paid-up capital, every
year, for a period of 10 (ten) years
after the effective date of the
Company's IPO, which is March 30,
2022. Furthermore, the
shareholders have also approved
the delegation of authority to the
BOC to approve the issuance of
shares for the purposes of the
Share Ownership Program.
Furthermore, at the AGMS held on
June 11, 2024, the Company has
obtained approval to renew the
delegation of authority to the BOC,
which is valid until June 11, 2025. In
order to comply with Article 41
paragraph (2) of the Companies
Law, in order to implement the
Share Ownership Program, the
Company is seeking approval from
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No. Agenda Explanation Voting Rights Ratio for
Series B
shareholders to renew the
delegation of authority to the BOC
for one year until June 18, 2026.
Pursuant to the provisions of Article
21 paragraph (2) letter b of OJK
Regulation No. 33/POJK.04/2014
on the Board of Directors and Board
of Commissioners of Issuer and
Public Company (“POJK 33/2014”),
an Independent Commissioner is
not permitted to own share in the
Company and, therefore, shall not
participate in the Share Ownership
Program.
7. Approval on the amendment of the This Agenda is submitted for the To approve this Agenda, the
Company’s Articles of Association in amendment of the Company’s voting right ratio for Series B
relation to the increase of issued and Articles of Association in connection shares is 30 votes for every
paid-up capital pursuant to any with the AGMS Agenda number 6. Series B share.
implementation of the Share The amendment of Company’s
Ownership Program. Articles of Association in relation to
the increase of issued and paid up
capital relating to the Share
Ownership Program as discussed in
the AGMS Agenda number 6 will
only be conducted if the increase of
issued and paid up capital is
implemented by the Company.
EGMS (REVISED AGENDA)
1. Approval of the change of the IPO This Agenda is conducted to comply To approve this Agenda, the
proceeds. with the provision of Article 9 voting right ratio for Series B
paragraph (1) POJK 30/2015, shares is 30 votes for every
where the Company plans to obtain Series B share.
an approval from the Company’s
shareholders in relation to changes
of the Company’s IPO use of
proceeds. The comparison of the
proposed changes to the
Company’s IPO use of proceeds is
as follows:
The comparison of the proposed changes to the Company’s IPO use of proceeds
No. Current Post Proposed Changes Background of the Changes
1. Working capital of the No changes -
Company: around 30% (thirty
percent) of the Company’s
IPO proceeds or amounting to
Rp4,072,335,164,575 (four
trillion seventy two billion three
hundred thirty five million one
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No. Agenda Explanation Voting Rights Ratio for
Series B
hundred sixty four thousand
five hundred seventy five
Rupiah).
2. Working
2 capital of PT No changes -
Tokopedia:
. around 30% (thirty
percent) of the Company’s
IPO proceeds or amounting to
Rp4,072,335,164,575 (four
trillion seventy two billion three
hundred thirty five million one
hundred sixty four thousand
five hundred seventy five
Rupiah).
3. Working
3 capital of PT Dompet No changes -
Anak . Bangsa (“PT DAB”):
around 25% (twenty five
percent) of the Company’s
IPO proceeds or amounting to
Rp3,393,612,637,146 (three
trillion three hundred ninety
three billion six hundred
twelve million six hundred
thirty seven thousand one
hundred forty six Rupiah).
4. Working
4 capital of PT No changes -
Multifinance
. Anak Bangsa:
around 5% (five percent) of the
Company’s IPO proceeds or
amounting to
Rp678,722,527,429 (six
hundred seventy eight billion
seven hundred twenty two
million five hundred twenty
seven thousand four hundred
twenty nine Rupiah).
5. Working
5 capital of Velox As disclosed in the Report of the Based on the internal forecast of
Digital
. Singapore Pte. Ltd. Proceeds from the Initial Public the Company, VDS does not
(“VDS”): around 5% (five Offering through the Company’s require additional capital due to it
percent) of the Company’s letter No. being self-sustaining.
IPO proceeds or amounting to 005/GOTO/CS/JKT/I/2025 dated
Rp678,722,527,429 (six January 13, 2025 (“IPO Use of The Company, on one hand,
hundred seventy eight billion Proceeds Report”) in the requires additional capital to be
seven hundred twenty two Indonesia Stock Exchange used for the Company's working
million five hundred twenty (“IDX”) website, from the IPO capital to support the Company’s
seven thousand four hundred proceeds of the Company that is growth strategy in various
twenty nine Rupiah). allocated to VDS, an amount of initiatives such as product
Rp274,866,400,000 (two development and innovation,
hundred seventy four billion eight marketing program for customer
hundred sixty six million four acquisition, technology upgrades
hundred thousand Rupiah) has and operational expenses.
been realised for the capital
injection in VDS for working In addition PT DAB is currently
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No. Agenda Explanation Voting Rights Ratio for
Series B
capital. continuing to develop and
strengthen its business, which is in
The IPO proceeds allocated for line with the Company’s business
VDS that have not yet been strategy. Therefore based on the
realised will be reallocated for the Company’s internal forecast,
following: additional funding is needed for PT
1. Working capital of the DAB, which will be used for
Company: product development and
Rp300,000,000,000 (three innovation, marketing program for
hundred billion Rupiah); and customer acquisition, technology
2. Working capital of PT DAB: upgrades and operational
Rp103,856,127,429 (one expenses. In addition to the
hundred three billion eight reallocation of IPO proceeds
hundred fifty six million one previously allocated for VDS, PT
hundred twenty seven DAB will receive the reallocation of
thousand four hundred the IPO proceeds which was
twenty nine Rupiah). previously allocated for GVT (as
defined below) as described
below.
6. Working
6 capital of Go Viet As disclosed in the IPO Use of Based on the internal forecast and
Technology
. Trading Joint Proceeds Report on the IDX assessment conducted by the
Stock Company (“GVT”): website, from the Company's IPO Company by considering the
around 5% (five percent) of the proceeds allocated to GVT, an current condition of GVT, GVT no
Company’s IPO proceeds or amount of Rp273,968,050,000 longer need such allocated funds
amounting to (two hundred seventy-three as GVT is no longer operating
Rp678,722,527,429 (six billion nine hundred sixty-eight commercially. This is in line with
hundred seventy eight billion million fifty thousand Rupiah) has the closure of the Vietnam
seven hundred twenty two been realised as a capital operation, which has been
million five hundred twenty injection in GVT for working disclosed by the Company in
seven thousand four hundred capital. Report on Material Information
twenty nine Rupiah). through Letter No.
The IPO proceeds for GVT that 122/GOTO/CS/JKT/IX/2024 dated
have not yet been realised will be September 4, 2024.
reallocated for working capital of
PT DAB amounting to Furthermore, as stated above, PT
Rp404,754,477,429 (four DAB is currently continuing to
hundred four billion seven develop and strengthen its
hundred fifty-four million four business and requires a large
hundred seventy-seven thousand amount of funds. Therefore, it is
four hundred twenty nine planned that PT DAB will receive
Rupiah). reallocation of the remaining
proceeds from the IPO with a total
amount of IDR508,610,604,858
(five hundred eight billion six
hundred ten million six hundred
four thousand eight hundred fifty-
eight Rupiah).
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No. Agenda Explanation Voting Rights Ratio for
Series B
2. Approval on the resignation of Mr. Pursuant to Article 20 paragraph (2) To approve this Agenda, the
Garibaldi Thohir as Commissioner of of the Company’s Articles of voting right ratio for Series B
the Company. Association juncto Article 3 and shares is 30 votes for every
Article 23 of POJK 33/2014, Series B share.
members of the BOC are appointed
and dismissed by the general
meeting of shareholders.
Furthermore, based on Article 20
paragraph (5) of the Company’s
Articles of Association juncto Article
8, Article 9 and Article 27 of POJK
33/2014, the resignation of a
Commissioner must obtain approval
from the shareholders 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
May 2, 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 Mr.
Garibaldi Thohir from his position as
a Commissioner of the Company
dated May 2, 2025.
In respect of the above, the
Company seeks approval from the
shareholders for the resignation of
Mr. Garibaldi Thohir from his
position as a Commissioner of the
Company.
3. Approval on the resignation of Ms. Pursuant to Article 17 paragraph (3) To approve this Agenda, the
Nila Marita Indreswari as Director of of the Company’s Articles of voting right ratio for Series B
the Company. Association juncto Article 3 shares is 30 votes for every
paragraph (1) of POJK 33/2014, Series B share.
4. Approval on the resignation of Mr. members of the BOD are appointed
Thomas Kristian Husted as Vice and dismissed by the general
President Director of the Company. meeting of shareholders.
5. Approval on the resignation of Mr. Furthermore, based on Article 17
Pablo Malay as Director of the paragraph (9) of the Company’s
Company. 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 disclosure of
information to the public no later
than 2 (two) business days after the
resignation letter is received.
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No. Agenda Explanation Voting Rights Ratio for
Series B
As disclosed by the Company on
May 2, 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 BOD:
1. Ms. Nila Marita Indreswari from
her position as a Director of the
Company dated April 30, 2025;
2. Mr. Thomas Kristian Husted
from his position as a Vice
President Director of the
Company dated April 30, 2025;
and
3. Mr. Pablo Malay from his
position as a Director of the
Company dated May 2, 2025.
In respect to the above, the
Company seeks approval from the
shareholders for the resignation of
Ms. Nila Marita Indreswari, Mr.
Thomas Kristian Husted and Mr.
Pablo Malay as Directors of the
Company.
6. Approval on the appointment of Mr. With reference to the same article To approve this Agenda, the
Pablo Malay as a Commissioner of provisions as stated in the voting right ratio for Series B
the Company. explanation of the EGMS Agenda shares is 30 votes for every
number 2, the Company proposes Series B share.
to appoint new Commissioners of
the Company, Mr. Pablo Malay, with
the effective term of office from
August 18, 2025 until the 3rd AGMS
after this EGMS (in this case, the
year of 2028), without prejudice to
the rights of the GMS to dismiss
such individual at any time in
accordance with Article 20
paragraph (2) of the Company’s
Articles of Association.
The curriculum vitae of Mr. Pablo
Malay is 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, the
Sudhanshu Raheja as a Director of provisions as stated in the voting right ratio for Series B
the Company. explanation of the EGMS Agenda shares is 30 votes for every
number 3 until 5, the Company Series B share.
8. Approval on the appointment of Mrs. proposes to appoint new Directors
R.A. Koesoemohadiani as a Director of the Company, as follows:
of the Company.
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No. Agenda Explanation Voting Rights Ratio for
Series B
9. Approval on the appointment of Mr. 1. Mr. Sudhanshu Raheja;
Wuzhen (William) Xiong as a Director 2. Mrs. R.A. Koesoemohadiani;
of the Company. 3. Mr. Wuzhen (William) Xiong;
4. Mrs. Monica Lynn Mulyanto;
and
5. Mr. Ade Mulyana,
10. Approval on the appointment of Mrs.
Monica Lynn Mulyanto as a Director each with the effective term of office
of the Company. from the closing of the EGMS until
the 3rd AGMS after this EGMS (in
11. Approval on the appointment of Mr. this case, the year of 2028), without
Ade Mulyana as a Director of the prejudice to the rights of the GMS to
Company. dismiss each of those individuals at
any time in accordance with Article
12. Approval of the assignment of duties 17 paragraph (3) of the Company’s
and authorities of Mrs. Catherine Articles of Association.
Hindra Sutjahyo from previously a
Director of the Company to become a Furthermore, taking into account the
Vice President Director of the duties and authorities of the
Company. members of the BOD of the
Company, the Company proposes
to assign the duties and authorities
of Mrs. Catherine Hindra Sutjahyo
from previously a Director of the
Company to become a Vice
President Director of the Company.
Accordingly, pursuant to the EGMS
Agenda 2 until 12, the composition
of the Company’s BOC and BOD
will become as follows:
Board of Commissioners
- President Commissioner: Mr.
Agus D.W. Martowardojo
- Commissioner: Mr. Winato
Kartono
- Commissioner: Mr.
Wishnutama Kusubandio
- Commissioner: Mr. Pablo
Malay
- Independent Commissioner:
Mr. John A. Prasetio
- Independent Commissioner:
Mr. Dirk Van den Berghe
- Independent Commissioner:
Ms. Marjorie Tiu Lao
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No. Agenda Explanation Voting Rights Ratio for
Series B
Board of Directors
- President Director: Mr. Sugito
Walujo
- Vice President Director: Mrs.
Catherine Hindra Sutjahyo
- Director: Mr. Simon Tak Leung
Ho
- Director: Mr. Hans Patuwo
- Director: Mr. Sudhanshu
Raheja
- Director: Mrs. R.A.
Koesoemohadiani
- Director: Mr. Wuzhen (William)
Xiong
- Director: Mrs. Monica Lynn
Mulyanto
- Director: Mr. Ade Mulyana
The curriculum vitae of Mr.
Sudhanshu Raheja, Mrs. R.A.
Koesoemohadiani, Mr. Wuzhen
(William) Xiong, Mrs. Monica Lynn
Mulyanto and Mr. Ade Mulyana are
published simultaneously with the
EGMS invitation through the
Company’s website.
In connection with the proposed
change of duties and authorities of a
member of the BOD of the
Company, the curriculum vitae of
Mrs. Catherine Hindra Sutjahyo is
re-published simultaneously with
the EMGS invitation through the
Company’s website, even though
she has previously served as a
Director of the Company.
13. Approval of the transfer of shares Based on Article 21 point c juncto To approve this Agenda, the
resulting from the buyback through Article 22 paragraph (1) of POJK voting right ratio for Series B
the implementation of a share 29/2023, the transfer of shares shares is 30 votes for every
ownership program by employees carried out through the Series B share.
and/or the BOD and the BOC implementation of the Share
(“ESOP/MSOP”) Ownership Program by employees
and/or BOD and BOC must obtain
the approval of the GMS.
Full information on the transfer of
shares resulting from the buyback
through the implementation of
ESOP/MSOP has been disclosed in
the disclosure of information in
relation to the Proposed Transfer of
the Company’s Share Resulting
from the Buyback that was
published by the Company on the
IDX’s website and the Company’s
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No. Agenda Explanation Voting Rights Ratio for
Series B
website through the Company’s
letter No.
037/GOTO/CS/JKT/V/2025 dated
May 9, 2025 as accessible through
the following links:
1. IDX’s website
https://www.idx.co.id/StaticData/Ne
wsAndAnnouncement/ANNOUNCE
MENTSTOCK/From_EREP/202505
/eeef8ade8e_ab34b95a33.pdf
2. Company’s website
https://content.goinfra.co.id/asts/Inv
estorRelation/Disclosure/Keterbuka
an%20Informasi_Pengalihan%20S
aham%20Hasil%20Buyback.pdf
14. Approval of the Company’s shares This Agenda is proposed in relation To approve this Agenda, the
buyback plan in accordance with to the Company's plan to buy back voting right ratio for Series B
POJK 29/2023 (“2025 - 2026 Share the Company's shares in shares is 30 votes for every
Buyback”) accordance with POJK 29/2023. Series B share.
The Company will continuously
prioritise prudent investment in the
fundamentals of the business, while
maintaining cost discipline as the
Company aims to ensure that the
Company’s growth can be
sustained over the long term. The
2025 - 2026 Share Buyback is
conducted to ensure that the
Company has better flexibility and
optionality in managing capital and
maximising returns to shareholders.
The 2025 - 2026 Share Buyback
may be carried out in stages within
12 (twelve) months starting from the
day after the EGMS of the
Company. The amount of funds
allocated for the 2025 - 2026 Share
Buyback shall be up to
USD200,000,000 (two hundred
million United States Dollars) or
equivalent to
IDR3,330,000,000,000 (three trillion
three hundred sixty billion Rupiah),
with the assumption that USD1.00
(one United States Dollar) is
equivalent to IDR16,500 (sixteen
thousand five hundred Rupiah).
Full information on the 2025 - 2026
Share Buyback has been disclosed
in the disclosure of information in
relation to the Share Buyback that
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No. Agenda Explanation Voting Rights Ratio for
Series B
was published by the Company on
the IDX’s website and the
Company’s website through the
Company’s letter No.
038/GOTO/CS/JK/V/2025 dated
May 9, 2025 as accessible through
the following links:
1. IDX’s website
https://www.idx.co.id/StaticData/Ne
wsAndAnnouncement/ANNOUNCE
MENTSTOCK/From_EREP/202505
/af5cdcbd5a_917e1ffe29.pdf
2. Company’s website
https://content.goinfra.co.id/asts/Inv
estorRelation/Disclosure/Keterbuka
an%20Informasi_Rencana%20Pe
mbelian%20Kembali%20Saham%2
0GoTo.pdf
The refloat of the shares that results
from the 2025 - 2026 Share
Buyback may be subject to the
shareholders’ approval in the future
in accordance with the prevailing
laws and regulations.
15. Approval for the cancellation of capital As information, the Company has To approve this Agenda, the
increase without preemptive rights up obtained shareholders’ approval in voting right ratio for Series B
to a maximum of 10% (ten percent) of the EGMS on August 30, 2024, to shares is 30 votes for every
the Company's issued and paid-up increase capital without preemptive Series B share.
capital. rights up to a maximum of 10% (ten
percent) of the Company's issued
and paid-up capital ("NPR") within a
period of 1 (one) year from the date
of shareholder approval (in this
case, until August 30, 2025).
In consideration of the Company's
management and current market
conditions, the Company has
decided not to proceed with the
NPR and intends to seek
shareholders’ approval to cancel the
NPR approval that has been
obtained and is still valid until now.
Upon the approval of the
cancellation, the Company
understands that if it intends to carry
out NPR in the future, it must obtain
the shareholders approval in
compliance with the provisions of
OJK regulations, including POJK
22/2021.
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Note:
1. The GMS Announcement was announced by the Company on May 9, 2025 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. For
shareholders who intend to attend the GMS physically, will be subject to the mechanism in point 7
below.
3. Shareholders entitled to attend the GMS 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 May 26, 2025 at the
close of stock trading closure on the IDX (“Eligible Shareholders”).
4. Materials related to the GMS 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 GMS. The Company will not provide hard copy documents
to the shareholders.
5. The GMS will be held physically with limited attendance and electronically through eASY.KSEI
platform, pursuant to the provisions of OJK Regulation No. 16/POJK.04/2020 regarding the
Implementation of Electronic General Meetings of Shareholders of Publicly-listed Companies. The
physical attendance is limited to 100 persons, on a first come first serve basis, due to a
maximum room capacity limitation.
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, which limited up to 100 shareholders, or represented by its
proxies (first come first serve basis).
7. Electronic GMS 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 June 17, 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 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;
(ii) the Eligible Shareholders that have declared their electronic attendance but have not cast
their votes until the Deadline for Attendance Declaration;
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(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
GMS 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 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 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 POJK 15/2020, 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 June 17,
2025 at 12.00 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 June 17, 2025 at
12.00 PM Western Indonesia Time or through email at dm@datindo.com.
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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 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 GMS 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 GMS.
9. The Eligible Shareholders or their proxies can view the ongoing GMS 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 June 17, 2025, 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 GMS through the GMS video
streaming but whose electronic attendance are not duly registered on the eASY.KSEI platform
will not be considered as validly attending the electronic GMS and therefore their attendance
will not be counted in the attendance quorum for the GMS; 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 GMS video streaming via Zoom link:
For AGMS: bit.ly/RUPSTGoTo2025
For EGMS: bit.ly/RUPSLBGoToJuni2025
10. The Eligible Shareholders and its proxies, who will attend the GMS 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 GMS before entering the GMS 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.
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11. In order to facilitate the arrangement and orderliness of the GMS:
a. the shareholders or their proxies must arrive and register their attendance no later than 07.30
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.
12. The Company does not provide a hard copy of the Annual Report of 2024, food, beverages, and
souvenirs. Shareholders can access the Annual Report of 2024 on the Company’s website.
Jakarta, June 11, 2025
PT GoTo Gojek Tokopedia Tbk
Board of Directors
17
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