Back to announcement
20250604_BELI_Laporan Informasi dan Fakta Material_31892314_lamp2.pdf
Other Text extracted BELISource file signed link, expires in 15 minutes
Extracted text 14
Page 1
CHANGES AND/OR ADDITIONAL INFORMATION ON
INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF
PT GLOBAL DIGITAL NIAGA TBK (THE “COMPANY”)
IN CONNECTION WITH THE PLAN TO INCREASE CAPITAL WITHOUT PRE-EMPTIVE RIGHTS
(“PMTHMETD”) IN THE FRAMEWORK OF THE MANAGEMENT AND EMPLOYEE STOCK
OPTION PLAN PROGRAM (“MESOP PROGRAM”)
This Information Disclosure is announced to comply with the Financial Services Authority (Otoritas Jasa
Keuangan or “OJK”) Regulation No. 32/POJK.04/2015 on Capital Increase of Public Companies with Pre-
emptive Rights as amended by the OJK Regulation No. 14/POJK.04/2019 on Amendment of OJK
Regulation No. 32/POJK.04/2015 on Capital Increase of Public Companies with Pre-emptive Rights.
PT GLOBAL DIGITAL NIAGA Tbk
Domiciled in Kudus
Business Activities:
Retail trade through media, e-commerce application development, web portals and/or
digital platforms with commercial purposes.
Head Office:
Jl. Jend A. Yani No. 34, Panjunan Village, Kota Kudus Sub-district, Kudus Regency,
Central Java, Indonesia, 59317
Phone: (0291) 431695
Website: https://about.blibli.com
Email: corp.sec@gdn-commerce.com
This Information Disclosure is announced on the Company's website and the Indonesia Stock
Exchange’s (“IDX”) website in connection with the Company's plan to conduct the PMTHMETD not
in the context of improving its financial position through the issuance of shares in the framework of
MESOP Program (“Proposed Transaction”), in doing so requires approval of the Independent
Shareholders which will be sought through the Extraordinary General Meeting of Shareholders of
the Company to be held on Wednesday, 11 June 2025 (“EGMS”), as announced together with the
date of this Information Disclosure through the Company's website, the IDX’s website, and the
Indonesia Central Securities Depository’s (“KSEI”) website. This Information Disclosure shall form an
integral part of all previous information disclosures that have been announced.
2
The Board of Directors and Board of Commissioners of the Company, after conducting reasonable
review, declare their full responsibility for the correctness of the information contained in this
Information Disclosure, and also confirm that any material information related to the Proposed
Transaction contained in this Information Disclosure is true and there are no other material facts
that are not disclosed and/or omitted that may result in the information in this Information
Disclosure being incorrect and/or misleading.
The Changes and/or Additional Information on Information Disclosure is published on 5 June 2025
1
Page 2
DEFINITION
Deed No. 148/2025 : shall have the meaning given in Section I of this Information Disclosure.
Company’s Articles of : shall have the meaning given in Section II A of this Information
Association Disclosure.
BAE : stands for Securities Administration Bureau (Biro Administrasi Efek),
means the party that carries out the administration of the Company's
shares as appointed by the Company, which is PT Datindo Entrycom,
domiciled in Central Jakarta.
IDX : stands for Indonesia Stock Exchange (PT Bursa Efek Indonesia), means
a limited liability company established under the laws of the Republic
of Indonesia and domiciled in South Jakarta and is the stock exchange
where the Company's shares are listed and traded.
Shareholders Register : means the list containing the names of the Company's Shareholders,
as stipulated under the Company Law (as defined below).
Company Group : means companies that are controlled either directly or indirectly by the
Company consisting of:
1. Global Distribution Niaga Pte. Ltd.
2. PT Global Distribusi Nusantara
3. PT Global Kassa Sejahtera
4. PT Promoland Indowisata
5. PT Global Distribusi Paket
6. PT Global Tiket Network
7. PT Global Teknologi Niaga
8. PT Global Fortuna Nusantara
9. PT Rajawali Inti Selular
10. PT Supra Boga Lestari Tbk
11. PT Global Distribusi Pusaka
12. PT Global Astha Niaga
13. PT Global Danapati Niaga
14. PT Global Harapan Nawasena
15. PT Dekoruma Inovasi Lestari
16. PT Globalnet Aplikasi Indotravel
17. Global Tiket Network Canada Inc.
18. Tiket Network Pte. Ltd.
19. Tiket International Network Pte. Ltd.
20. Global Tiket Malaysia Sdn. Bhd.
21. Global Tiket Network (Thailand) Ltd.
22. PT Supra Investama Mandiri
23. PT Supra Mas Mandiri
24. PT Supra Kreatif Mandiri
25. PT Dekoruma Niaga Sejahtera
26. PT Pindaruma Casa Sentosa
27. PT Solusi Ruma Sentosa
28. PT Global Inti Nawasena
29. PT Global Distribusi Vitara
2
Page 3
Option Rights : means the option rights granted to the MESOP Program Participants to
purchase or subscribe for the MESOP Program New Shares to be
issued by the Company in relation to the MESOP Program.
Exchange Day : means the day when the IDX or the legal entity that replaces it
conducts stock exchange activities in accordance with the applicable
laws and regulations in the capital market sector in the Republic of
Indonesia, and the day on which the provisions of the stock exchange
and banks allow to conduct clearing activities.
Calendar Day : means every day in 1 (one) year in accordance with the Gregorian
calendar without exception, including Sundays and national holidays
determined at any time by the Government of the Republic of
Indonesia and business days which due to certain circumstances are
determined by the Government of the Republic of Indonesia as not
ordinary business days or holidays.
Business Day : means from Monday through Friday, except national holidays or other
holidays determined by the Government of the Republic of Indonesia.
KSEI : stands for PT Kustodian Sentral Efek Indonesia, domiciled in South
Jakarta, which is a Depository and Settlement Institution in accordance
with the Capital Market Law (as defined below).
Program Committee : shall have the meaning given in Section III of this Information
Disclosure.
MOL : means the Ministry of Law of the Republic of Indonesia (previously
known as Ministry of Law and Human Rights of the Republic Indonesia
or Ministry of Justice of the Republic of Indonesia).
Financial Services : means an independent institution as referred to in the OJK Law (as
Authority or OJK defined below), whose duties and authorities include regulation and
(Otoritas Jasa supervision of financial services activities in the banking, capital
Keuangan) markets, insurance, pension funds, financing institutions and other
financial institutions, where since 31 December 2012, OJK is an
institution that replaces and accepts the rights and obligations to
perform functions regulation and supervision of the Minister of Finance
and Capital Market and Financial Institution Supervisory Board in
accordance with the provisions of Article 55 of the OJK Law.
Shareholders : means parties who have the benefits over the Company's shares stored
and administered in securities accounts at KSEI, which are recorded in
the Company's Shareholders Register administered by the BAE, namely
PT Datindo Entrycom.
Independent : means shareholders who have no personal economic interest in
Shareholders connection with the Proposed Transaction, and:
a. are not members of the Board of Directors, members of the Board
of Commissioners, the majority shareholder, and the controlling
member of the Company; or
b. are not affiliates of members of the Board of Directors, members of
the Board of Commissioners, major shareholders, and the
3
Page 4
controlling member of the Company.
Regulation No. I-A : means the IDX Board of Directors Decree No. Kep-00101/BEI/12-2021
on Amendments to Regulation Number I-A on the Listing of Shares and
Equity Securities Other Than Shares Issued by Listed Companies which
replaces the Decree of the IDX Board of Directors Number: Kep-
00183/BEI/12-2018 and its Appendices.
MESOP Program : means (i) the Directors of the Company; (ii) the Commissioners of the
Participants Company (except Independent Commissioner(s)); and/or (iii) the senior
management and key employees of the Company and the Company
Group.
OJK Regulation No. : means OJK Regulation No. 15/POJK.04/2020 on the Plan and
15/2020 Implementation of General Meeting of Shareholders of Public
Companies.
OJK Regulation No. : means OJK Regulation No. 32/POJK.04/2015 on Capital Increase of
32/2015 Public Companies with Pre-emptive Rights as amended by OJK
Regulation No. 14/POJK.04/2019 on Amendment to OJK Regulation
No. 32/POJK.04/2015 on Capital Increase of Public Companies with
Pre-emptive Rights, in connection with the Company's plan to
conduct PMTHMETD not in the context of improving its financial
position through the issuance of shares in the framework of MESOP
Program.
OJK Regulation No. : means OJK Regulation No. 45 of 2024 on Development and
45/2024 Strengthening of Issuers and Public Companies.
MESOP Program : means the program of granting the Option Rights of share
ownership to the MESOP Program Participants which will be sought
for approval from the Company’s EGMS.
Proposed Transaction : means Company's plan to conduct PMTHMETD not in the context
of improving its financial position through the issuance of shares in
the framework of MESOP Program.
GMS : means General Meeting of Shareholders.
EGMS : means the Company’s Extraordinary General Meeting of Shareholders,
which will be held on Wednesday, 11 June 2025.
Shares : means all shares that have been issued and fully paid-up in the
Company on the date of this Information Disclosure is published.
New Shares : means new shares issued in the framework of the MESOP Program
with a maximum amount of 4,000,000,000 (four billion) new shares
to be issued for implementing the Proposed Transaction from the
Company's portfolio with a nominal value of Rp250 (two hundred
and fifty Rupiah) per share or a maximum of 2.99% (two point nine
nine percent) of the issued and paid-up capital in the Company
amounting to 133,863,950,989 (one hundred thirty-three billion
4
Page 5
eight hundred sixty-three million nine hundred fifty thousand nine
hundred eighty-nine) shares based on the Company's Articles of
Association at the time of EGMS announcement which has obtained
approval and/or notified to the MOL, in the framework of the
implementation of the Proposed Transaction by the Company.
OJK Law : means Law No. 21 of 2011 on the OJK, as partially amended by Law No.
4 of 2023 on the Development and Strengthening of the Financial
Sector.
Capital Market Law : means Law No. 8 of 1995 on the Capital Market as partially amended by
Law No. 4 of 2023 on the Development and Strengthening of the
Financial Sector.
Company Law : means Law No. 40 of 2007 on Limited Liability Companies as partially
amended by Law No. 6 of 2023 on the Stipulation of Government
Regulation in Lieu of Law No. 2 of 2022 on Job Creation into Law.
5
Page 6
I. RATIONALE AND OBJECTIVES OF THE MESOP PROGRAM
The objective of the Company's MESOP Program is to enhance and deepen the alignment of interests
between the Company and its management and key employees in achieving common goals and
success.
The Company's objectives in implementing the MESOP Program are as follows:
1. increasing ownership to the Company with the opportunity to participate in placing capital in the
Company for MESOP Program Participants in accordance with the provisions of OJK Regulation
No. 32/2015; and
2. achieving alignment of the Company's interests with the interests of MESOP Program
Participants.
Pursuant to the provisions of OJK Regulation No. 32/2015, the Company plans to conduct
PMTHMETD in order to implement the MESOP Program, by issuing New Shares to MESOP Program
Participants, which is a maximum of 4,000,000,000 (four billion) shares or equivalent to 2.99% (two
point nine nine percent) of the issued and paid-up capital in the Company.
Based on the Company's articles of association which have been amended several times as lastly
amended and restated in Deed No. 148 dated 28 April 2025, made before Christina Dwi Utami, S.H.,
M.Hum., M.Kn., Notary in West Jakarta, which has been notified to the MOL pursuant to Receipt of
Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0114572 dated 28 April
2025, and registered in the Company Register under No. AHU-0091720.AH.01.11.TAHUN 2025 dated
28 April 2025 (“Deed No. 148/2025”), the total issued and fully paid-up shares of the Company
amounted to 133,863,950,989 (one hundred thirty-three billion eight hundred sixty-three million nine
hundred fifty thousand nine hundred eighty-nine) shares or representing 33.47% (thirty three point
four seven percent) of the total authorized capital of the Company.
This Proposed Transaction requires prior approval from the Independent Shareholders of the
Company and therefore will be sought through the Company’s EGMS, which will be held on
Wednesday, 11 June 2025 at Hotel Indonesia Kempinski Jakarta, located at Jl. M.H. Thamrin No. 1,
Central Jakarta, 10310.
Other than what has been disclosed in this Information Disclosure, there are no other regulatory
requirements that must be fulfilled apart from the OJK’s and IDXs regulations, and there are no
restrictions that would impede the plan to Increase Capital Without Pre-emptive Rights
(“PMTHMETD”) and/or obligations to obtain prior approvals and/or permits from any other parties,
including creditors and/or other relevant authorities, in connection with the Company’s plan to carry
out the PMTHMETD.
On the date of this Information Disclosure, the Company is not involved in any material cases or
disputes, either in court or outside the court, which may adversely affect the Company's business
continuity and the implementation of the Proposed Transaction.
II. INFORMATION ABOUT THE COMPANY
A. The Company Brief
The Company was established in 2010 under the name PT Global Digital Niaga based on the Deed
of Establishment of Limited Liability Company PT Global Digital Niaga No. 63, dated 12 March
2010, made before Eliwaty Tjitra, S.H., Notary in West Jakarta City. The deed has been ratified by
the MOL under Decree No. AHU-15519.AH.01.01.Year 2010, dated 25 March 2010, and has been
6
Page 7
registered in the Company Register No. AHU-0022802.AH.01.09.Year 2010, dated 25 March 2010.
The Company then listed its initial shares on the IDX on 8 November 2022. With reference to the
provisions of the Company Law and other laws and regulations in the capital market sector, the
name of PT Global Digital Niaga was changed to PT Global Digital Niaga Tbk as a result of the
implementation of such initial public offering of shares.
The Company's articles of association have been amended several times as lastly amended by
Deed No. 184/2025 (“Company's Articles of Association”).
The Company is domiciled in Kudus with its office address at Jl. Jend A. Yani No. 34, Panjunan
Village, Kota Kudus Sub-district, Kudus Regency, Central Java, Indonesia, 59317.
B. Business Activities
Pursuant to Article 3 of Deed No. 2 dated 2 June 2022, made before Christina Dwi Utami, S.H.,
M.Hum., M.Kn., Notary in West Jakarta, which has been approved by the MOL under Decree No.
AHU-0036990.02.Year 2022, dated 2 June 2022 and notified to the MOL as stated in the Receipt
of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0244596, dated 2
June 2022 and has been registered in the Company Register under No. AHU-
0101978.AH.01.11.TAHUN 2022, dated 2 June 2022, the Company's business activities are (i) Retail
Trade Through Media for Various Other Goods (KBLI No. 47919); (ii) Retail Trade Through Media
for Mixed Goods as Mentioned in 47911 to 47913 (KBLI No. 47914); (iii) Retail Trade Through Media
for Mixed Goods as Mentioned in 47911 to 47913 (KBLI No. 47914); (iii) Retail Trade of Various Kinds
of Goods Mainly Food, Beverages or Tobacco in Minimarket/Supermarket/Hypermarket (KBLI No.
47111); (iv) Web Portal and/or Digital Platform with Commercial Purposes (KBLI No. 63122); and (v)
Internet Commerce Application Development Activities (E-Commerce) (KBLI No. 62012).
The business activities that currently have been carried out by the Company is retail trade
through media, e-commerce application development, web portals and/or digital platforms with
commercial purposes.
C. Capital Structure and Shareholder Composition
Based on Deed of Statement of Meeting Resolutions No. 148 dated 28 April 2025, made before
Christina Dwi Utami, S.H., M.H., M.Kn., Notary in West Jakarta. The deed has been notified to the
Minister of Law based on the decision letter No. AHU-AH.01.03-0114572 dated 28 April 2025, and
has been registered in the Company Register No. AHU-0091720.AH.01.11.Year 2025 dated 28 April
2025 and the Company's Shareholders Register compiled by PT Datindo Entrycom as the
Company's BAE, the following is the Company's capital structure and shareholder composition as
of 30 April 2025:
Nominal Value Rp250 per share
Shareholders Name
Number of Share Nominal Value (Rp) %
Authorized Capital 400,000,000,000 100,000,000,000,000 -
Issued and Fully Paid-up Capital
- PT Global Investama Andalan 104,009,002,820 26,002,250,705,000 77.70
- Commissioners and Directors 503,602,818 125,900,704,500 0.38
- Public (each ownership below 5%) 29,351,345,351 7,337,836,337,750 21.92
Total Issued and Paid-up Capital 133,863,950,989 33,465,987,747,250 100.00
Number of Shares in Portfolio 266,136,049,011 66,534,012,252,750 -
D. Management and Supervision
Based on Deed No. 17 dated 13 June 2024, made before Gatot Widodo S.E., M.H., M.Kn, Notary in
West Jakarta, which has been notified to the MOL as stated in the Receipt of Notification of
7
Page 8
Amendment to the Articles of Association No. AHU-AH.01.09-0214550 dated 14 June 2024, and
registered in the Company Register under No. AHU-0118637.AH.01.11.Tahun 2024 dated 14 June
2024, the composition of the Company's Board of Directors and Board of Commissioners is as
follows:
Board of Commissioners
President Commissioner : Martin Basuki Hartono
Vice President Commissioner : Honky Harjo
Independent Commissioner : Dr. Ir. Raden Pardede
Independent Commissioner : Dr. Ir. Kusmayanto Kadiman
Independent Commissioner : Suryadi Sasmita
Board of Directors
President Director : Kusumo Martanto
Director : Hendry
Director : Lisa Widodo
Director : Eric Alamsjah Winarta
Director : Andy Untono
Director : Ronald Winardi
On the date of this Information Disclosure, the Company’s Board of Directors and the Board of
Commissioners are not currently involved in any material cases or disputes, either in court or outside
the court, which may adversely affect the Company's business continuity and the implementation
of the Proposed Transaction.
III. DESCRIPTION OF THE MESOP PROGRAM
The MESOP Program referred to in this Information Disclosure is a program to offer New Shares of
the Company to the participants who are eligible as MESOP Program Participants to own shares of
the Company through the issuance of MESOP Program New Shares, where the exercise price will be
determined by the Board of Directors of the Company with the approval of the MESOP Program
Committee of the Company (“Program Committee”) or the Board of Commissioners, in accordance
with the provisions of Point V.2 Appendix II Regulation No. I-A.
A. MESOP Program Participant
In this Proposed Transaction, MESOP Program Participants means (i) the Directors of the Company;
(ii) the Commissioners of the Company (except Independent Commissioner(s)); or (iii) the senior
management and key employees of the Company and the Company Group who hold strategic
positions within the Company, demonstrate good performance and behavior, and uphold the
Company’s core values. Furthermore, the MESOP Program may also be granted to certain selected
talents who hold strategic positions within the Company, demonstrate good performance and
behavior, and uphold the Company’s core values, as well as are deemed to possess unique expertise
or competencies whom should be retained in order to support the Company’s future growth and
sustainability.
B. Shares Distribution Period and New Shares Issuance Period and MESOP Program
Implementation
Shares Distribution Period
Pursuant to the provisions of OJK Regulation No. 32/2015, the MESOP Program will be
implemented within a maximum period of 5 (five) years from the date of the EGMS approving the
MESOP Program. In this case, if approved in the Company’s EGMS to be held on 11 June 2025,
the implementation period of the MESOP Program will be from December 2025 to January 2030.
8
Page 9
The New Shares will be distributed to the MESOP Program Participants in several phases to be
determined by the Company’s Board of Directors with prior approval from the Program
Committee or the Board of Commissioners. The Program Committee or the Board of
Commissioners will calculate the New Shares to be allocated to eligible MESOP Program
Participants.
New Share Issuance Period and MESOP Program Implementation
By taking into account the prevailing laws and regulations in capital market, the issuance period and
implementation of the MESOP Program is planned as follows:
Option Rights Option Rights
Option Rights Exercise Dates
Granting Period Exercise Phase
Phase I 30 calendar days commencing from 15 December 2025
30 calendar days commencing from 15 March 2026; and
Phase II and Phase III
30 calendar days commencing from 15 December 2026
30 calendar days commencing from 15 March 2027; and
15 December 2025 – Phase IV and Phase V
30 calendar days commencing from 15 December 2027
14 January 2030
30 calendar days commencing from 15 March 2028; and
Phase VI and Phase VII
30 calendar days commencing from 15 December 2028
30 calendar days commencing from 15 March 2029; and
Phase VIII and Phase IX
30 calendar days commencing from 15 December 2029
The number of allocations of New Shares in the Option Rights exercise phase and each Option
Rights exercise dates will be determined later by the Program Committee or the Board of
Commissioners with due observance of the provisions of the prevailing laws and regulations in
the capital market.
MESOP Program Participants can take part in the Option Rights by referring to the Option Rights
exercise phases and Option Rights exercise dates as described in the table above.
There is no limitation period for the transfer of shares resulting from the exercise of Option Rights
by MESOP Program Participants.
In each exercise phase, any Option Rights on MESOP Program New Shares that are not exercised
in that phase will not lapse and can be exercised in the subsequent exercise phases, provided
that the Option Rights can only be exercised during the validity period of the MESOP Program.
C. Determination of New Shares Exercise Price
The exercise price of the MESOP Program New Shares will be determined by the Board of
Directors by obtaining prior approval from the Program Committee or the Board of
Commissioners, and referring to the provisions of Point V.2 Appendix II of Regulation No. I-A,
where the exercise price of the New Shares will be determined at least 90% (ninety percent) of
the average closing price of the Company's shares for a period of 25 (twenty-five) consecutive
Exchange Days in the regular market before the listing application is made.
The source of funding to implement the MESOP Program comes from each of the MESOP Program
Participants.
When implementing the Proposed Transaction in connection with the MESOP Program, the
Company is committed to comply with the provisions of the prevailing laws and regulations,
including to meet and/or comply with all forms of tax obligations arising from the implementation
of the MESOP Program.
9
Page 10
D. MESOP Program Shares Status
The New Shares to be issued in connection with this MESOP Program shall have the same rights,
position and degree in all respects as the other shares that have been issued and fully paid into
the Company, including in terms of obtaining rights to dividends and issuing voting rights in the
GMS and other corporate action(s) to be carried out by the Company.
New Shares are newly issued shares from the Company's portfolio and in this case will be listed
on the IDX in accordance with the prevailing laws and regulations.
E. MESOP Program Requirements
By taking into account applicable legal provisions, this MESOP Program can be carried out by
fulfilling the following conditions:
1. the Company has obtained the Independent Shareholders’ approval in the EGMS to
implement the MESOP Program;
2. the Company has obtained the approval from IDX for additional pre-listing applications
originating from MESOP Program;
3. the Company, through the MESOP Program Committee, has made and ratified the decisions
of the MESOP Program Committee in connection with the procedures and implementation
of the MESOP Program to be carried out; and
4. other requirements that will be further determined by the Board of Directors after obtaining
recommendations from the Program Committee or the Board of Commissioners, including
the availability of MESOP Program participants candidate who demonstrate good
performance and behavior, uphold the Company’s core values, and possess unique expertise
or competencies whom should be retained in order to support the Company’s future growth
and sustainability.
F. Listing of New Shares
In accordance with Regulation No. I-A, the Company will submit an Application for Listing of
additional shares to the IDX at the latest 10 (ten) Exchange Days prior to the date of
commencement of the MESOP Program exercise period.
G. Proforma of the Company's Share Capital Structure in Connection with the
Implementation of MESOP Program
With reference to the Register of Shareholders of the Company as of 30 April 2025 from PT
Datindo Entrycom, the following are the details of the share capital structure before and after the
issuance of New Shares assuming that all New Shares have been issued and fully paid by the
MESOP Program Participants:
Before the Implementation of MESOP Program After the Implementation of MESOP Program
Description
No. of Shares Total Nominal Value % No. of Shares Total Nominal Value %
Authorized
400,000,000,000 100,000,000,000,000 400,000,000,000 100,000,000,000,000
Capital
Issued and
Paid-up Capital
- PT Global
Investama 104,009,002,820 26,002,250,705,000 77.70 104,009,002,820 26,002,250,705,000 75.44
Andalan
- Commissioners
and Directors 503,602,818 125,900,704,500 0,38 503,602,818 125,900,704,500 0.37
- Public (each
ownership 29,351,345,351 7,337,836,337,750 21,92 29,351,345,351 7,337,836,337,750 21.29
below 5%)
- Holders of New
Shares from
MESOP - - - 4,000,000,000 1,000,000,000,000 2.90
Program
10
Page 11
Total Issued and
Fully Paid-up 133,863,950,989 33,465,987,747,250 100.00 137,863,950,989 34,465,987,747,250 100.00
Capital
Number of
Shares in 266,136,049,011 66,534,012,252,750 - 262,136,049,011 65,534,012,252,750 -
portfolio
The number of shares of the Company owned by the members of the Board of Commissioners
and the Board of Directors of the Company based on the Register of Shareholders of the
Company as of 30 April 2025 is as follows:
No. Name Position Number of Shares Percentage (%)
1. Martin Basuki Hartono President Commissioner 0 -
2. Honky Harjo Vice President Commissioner 207,602,047 0.1550844
3. Dr. Ir. Raden Pardede Independent Commissioner 0 -
4. Dr. Ir. Kusmayanto Kadiman Independent Commissioner 0 -
5. Suryadi Sasmita Independent Commissioner 0 -
6. Kusumo Martanto President Director 170,339,761 0.1272484
7. Hendry Director 34,976,391 0.0261283
8. Lisa Widodo Director 35,237,591 0.0263234
9. Eric Alamsjah Winarta Director 3,517,814 0.0026279
10. Andy Untono Director 5,059,214 0.0037794
11. Ronald Winardi Director 46,870,000 0.0350132
On the date of this Information Disclosure, the ultimate beneficial owners of the Company are
Bambang Hartono and Robert Budi Hartono.
H. Risk and Impacts on the Implementation of MESOP Program
With the number of New Shares issued for implementing the MESOP Program as disclosed in this
Information Disclosure, the Company's Shareholders will experience dilution of share ownership
proportionally, with a maximum of 2.90% (two point nine zero percent).
The dilution that will be experienced by the current Shareholders of the Company is relatively
small and the exercise price will be determined in accordance with the prevailing laws and
regulations in the capital market, thus it is expected not to cause any loss to the current
Shareholders. On the other hand, the Company's capital structure will become stronger, which in
turn will increase added value for the Shareholders.
I. Plan of Use of Proceeds
With due observance of the prevailing laws and regulations, all proceeds received by the
Company from the implementation of the MESOP Program, after deducting the costs related to
the MESOP Program, will be used by the Company as working capital to support the main
business activity and business development of the Company, including but not limited to sales
and marketing activities, product development, financing of operational activities (including
maintenance costs or other operational expenses), and the addition of the supporting facilities of
the Company's business (including technology updates).
The Company may adjust the use of proceeds in accordance with the actual needs of the
Company.
J. Impact Analysis of MESOP Program Implementation on the Financial Condition and
Shareholders
Impact of MESOP Program Implementation on the Financial Position
The exercise price of the MESOP will refer to the provisions of Point V.2 Appendix II of Regulation
11
Page 12
No. I-A, which is at least 90% (ninety percent) of the average closing price of the Company’s
shares for a period of 25 (twenty-five) consecutive Exchange Days in the regular market before
the listing application is made. In relation to this, the exercise price of the MESOP cannot be
determined at this time.
If all new shares under the MESOP are issued, amounting to 4,000,000,000 shares, with a nominal
share price of Rp250 per share, the Company’s share capital will increase by
Rp1,000,000,000,000. Furthermore, if the exercise price determination in accordance with the
applicable regulations is above the nominal share price, the Company’s additional paid-up capital
account will increase by the difference between the exercise price and the nominal price
multiplied by the number of new shares issued.
In terms of assets, the proceeds from the MESOP exercise will increase the Company’s cash,
which subsequently may be used in accordance with the plan of use of proceeds outlined in this
Information Disclosure.
Impact of MESOP Program Implementation on the Company’s Shareholders
The implementation of the MESOP will increase the number of the Company’s shares by
4,000,000,000 shares, and therefore, the Company’s Shareholders will experience a proportional
ownership dilution of up to 2.90% (two point nine zero percent).
IV. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The information described in this Information Disclosure has been approved by the Company's Board
of Commissioners and Board of Directors, who are responsible for the validity of all information
disclosed. The Board of Commissioners and the Board of Directors of the Company hereby declare
that all material information and opinions disclosed in this Information Disclosure are true and
accountable and no other information that has not been disclosed which may lead to incorrect or
misleading information. The Board of Commissioners and Board of Directors of the Company have
reviewed the Proposed Transaction, including assessing the risks and benefits for the Company and
all Shareholders. Therefore, based on trust and confidence that the Proposed Transaction is the best
option to achieve benefits for the Company, the Board of Directors and Board of Commissioners of
the Company recommend to the Shareholders to approve the Proposed Transaction as described in
this Information Disclosure.
V. EXTRAORDIONARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions of the prevailing laws and regulations, this Proposed Transaction will be
requested for approval through the Company’s EGMS which will be held on:
Day, Date : Wednesday, 11 June 2025
Time : 11:00 - 12:00 WIB
Venue : Hotel Indonesia Kempinski Jakarta, Jl. M.H. Thamrin No. 1, Central Jakarta, 10310
The EGMS Agenda relating to the Proposed Transaction is as follows:
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 with a maximum amount of 4,000,000,000 (four
billion) shares or 2.99% (two point nine nine percent) of the issued and fully paid-up capital in the
Company.
12
Page 13
Furthermore, the Company has made an EGMS Announcement through the IDX website i.e.
https://www.idx.co.id, the eASY.KSEI website i.e. https://akses.ksei.co.id, and the Company's website
i.e. https://about.blibli.com, respectively on 5 May 2025.
Referring to Article 44 of OJK Regulation No. 15/2020 and Article 23 paragraph 9 of the Company's
Articles of Association, the required quorum for attendance and approval in connection with the
Proposed Transaction at the EGMS are as follows:
1. The EGMS can be held if the EGMS is attended by more than 1/2 (one-half) of the total number
of shares with valid voting rights owned by Independent Shareholders, unless the articles of
association of the Public Company stipulates a higher quorum requirement.
2. The resolution of the EGMS as referred to in point 1 shall be valid if approved by more than 1/2
(one-half) of the total number of shares with valid voting rights owned by Independent
Shareholders.
3. In the event that the quorum of the first EGMS is not achieved, the second EGMS may be held if
the EGMS is attended by more than 1/2 (one-half) of the total number of shares with valid voting
rights owned by Independent Shareholders, unless the articles of association of the Public
Company stipulates a higher quorum requirement.
4. Resolutions of the second EGMS are valid if approved by more than 1/2 (one-half) of the total
number of shares with valid voting rights owned by Independent Shareholders who attend the
EGMS.
5. In the event that the attendance quorum at the second EGMS is not reached, the third EGMS
may be held provided that the third EGMS is valid and entitled to make decisions if attended by
Independent Shareholders holding shares with valid voting rights, within the attendance quorum
determined by the OJK upon request of the Public Company.
6. Resolutions of the third EGMS are valid if approved by Independent Shareholders representing
more than 50% (fifty percent) of the shares owned by Independent Shareholders who attend the
EGMS.
7. The organization of the EGMS must be carried out in accordance with the provisions as stipulated
in OJK Regulation No. 15/2020 and the Company's Articles of Association.
13
Page 14
VI. ADDITIONAL INFORMATION
For Shareholders who require further information in connection with this Information Disclosure,
regarding the matters mentioned above can contact the Company on Business Days at the following
address:
Branch Office:
Gedung Sarana Jaya
Jl. Budi Kemuliaan I No. 1, Central Jakarta 10110
Phone: (021) 50881370
Website: https://about.blibli.com
Email: corp.sec@gdn-commerce.com
Jakarta, 5 June 2025
PT Global Digital Niaga Tbk
Board of Directors
14
Names mentioned 62 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Indonesia Stock Exchange
p.1 ×2
unresolved
org
PT Datindo Entrycom
p.2 ×3
unresolved
org
Global Distribution Niaga Pte. Ltd.
p.2
unresolved
org
PT Global Distribusi Nusantara
p.2
unresolved
org
PT Global Kassa Sejahtera
p.2
unresolved
org
PT Promoland Indowisata
p.2
unresolved
org
PT Global Distribusi Paket
p.2
unresolved
org
PT Global Tiket Network
p.2
unresolved
org
PT Global Teknologi Niaga
p.2
unresolved
org
PT Global Fortuna Nusantara
p.2
unresolved
org
PT Rajawali Inti Selular
p.2
unresolved
org
PT Global Distribusi Pusaka
p.2
unresolved
org
PT Global Astha Niaga
p.2
unresolved
org
PT Global Danapati Niaga
p.2
unresolved
org
PT Global Harapan Nawasena
p.2
unresolved
org
PT Dekoruma Inovasi Lestari
p.2
unresolved
org
PT Globalnet Aplikasi Indotravel
p.2
unresolved
org
Global Tiket Network Canada Inc.
p.2
unresolved
org
Tiket Network Pte. Ltd.
p.2
unresolved
org
Tiket International Network Pte. Ltd.
p.2
unresolved
org
Global Tiket Malaysia Sdn. Bhd.
p.2
unresolved
org
PT Supra Investama Mandiri
p.2
unresolved
org
PT Supra Mas Mandiri
p.2
unresolved
org
PT Supra Kreatif Mandiri
p.2
unresolved
org
PT Dekoruma Niaga Sejahtera
p.2
unresolved
org
PT Pindaruma Casa Sentosa
p.2
unresolved
org
PT Solusi Ruma Sentosa
p.2
unresolved
org
PT Global Inti Nawasena
p.2
unresolved
org
PT Global Distribusi Vitara
p.2
unresolved
org
Government of the Republic of Indonesia
p.3 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
Ministry of Law
p.3
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
org
Ministry of Justice
p.3
unresolved
org
Minister of Finance and Capital Market and Financial Institution Supervisory Board
p.3
unresolved
org
PT Datindo Entrycom. Independent
p.3
unresolved
person
Christina Dwi Utami
· Notaris
p.6 ×5
unresolved
person
H. Thamrin
p.6 ×2
unresolved
person
Eliwaty Tjitra
· Notaris
p.6
unresolved
org
Minister of Law
p.7
unresolved
org
PT Global Investama Andalan
p.7
unresolved
person
Dr. Ir. Raden Pardede Independent
· Independent Commissioner
p.8 ×3
unresolved
person
Dr. Ir. Kusmayanto Kadiman Independent
· Independent Commissioner
p.8 ×3
unresolved
—
Martin Basuki Hartono
· President Commissioner
p.11
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.