20250519_BELI_Pemanggilan RUPS_31887060_lamp2.pdf

2.   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.

     Explanation:

     This agenda is held to comply with Article 11 paragraph (6) and Article 14 paragraph (6) of the
     Company’s Articles of Association as lastly set forth in Deed No. 148 dated 28 April 2025, made
     before Christina Dwi Utami, S.H., M.Kn., Notary in West Jakarta, which has been notified to the
     Ministry of Law as stated in the 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 (“Articles of
     Association”) and Article 113 of Law No. 40 of 2007 on Limited Liability Companies as 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 (Company Law).

3.   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.

     Explanation:

     This agenda is held to comply with Article 19 paragraph (2) letter a of the Company’s Articles of
     Association, Article 59 of OJK Regulation 15/2020, Article 3 of OJK Regulation No. 9 of 2023 on
     Utilization of the Services of Public Accountants and Public Accounting Firms in Financial
     Service Activities, and Article 19 paragraph (2) letter e of the Company’s Articles of Association
     which states that the proposal for the appointment of an independent public accountant is
     carried out based on the recommendation of the audit committee to the Company's Board of
     Commissioners, including the determination of honorarium and other terms of appointment.

4.   Approval of the changes in the composition of the Company’s Board of Commissioner.

     Explanation:

     This agenda is held to comply with Article 11 paragraph (1) of the Company’s Articles of
     Association, and Article 3 paragraph (1) and Article 23 OJK Regulation No. 33/POJK.04/2014 on
     the Board of Directors and the Board of Commissioners of Issuers or Public Company, the
     appointment of the members of the Board of Commissioners requires the Shareholders’
     approval.

5.   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.

     Explanation:

     This agenda is held to comply with Article 6 paragraph (1) and (2) and Article 7 paragraph (1) OJK
     Regulation No. 30/POJK.04/2015 on Realization of the Use of Proceed from the Initial Public
     Offering Report (“OJK Regulation 30/2015”), where the Company intends to submit the
     realization of the use of proceeds from the initial public offering of shares. In accordance with
     the OJK Regulation 30/2015, this agenda is a reporting, therefore it does not require the
     Shareholders’ approval.


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B.   Extraordinary General Meeting of Shareholders

1.   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 2.99% (two point nine nine percent) of the issued and fully paid-up capital
     in the Company (“MESOP Program”).

     Explanation:

     The Company intends to seek approval from the Company’s independent Shareholders in
     relation to the issuance and exercise of the MESOP Program which will be implemented in
     accordance with the provisions of OJK Regulation No. 32/POJK.04/2015 on Capital Increase of
     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 (“OJK Regulation 32/2015”).

     In relation to the above, the Company intends to seek approval from the Company’s
     independent Shareholders as required under Article 8A OJK Regulation 32/2015, including but
     not limited to, approval of the implementation, legality and/or effectiveness of the MESOP
     Program, including to declare the issuance of new shares and increase the issued and paid-up
     capital of the Company in connection with the implementation of the MESOP Program in a
     notarial deed.

General Provisions:

1.   This notice of Meeting constitutes an official invitation in accordance with the provisions of
     Article 17 and Article 52 paragraph (1) of OJK Regulation 15/2020 and Article 21 paragraph (5) of
     the Company’s Articles of Association, therefore the Company’s Board of Director will not send
     a separate invitation to the Company’s Shareholders.

2.   The Company’s Shareholder that is entitled to participate or be represented in the Company’s
     Meeting are Shareholders’ names recorded in the Company’s Register of Shareholders issued
     by PT Datindo Entrycom, as the Securities Administration Bureau (“BAE”), 1 (one) business day
     prior the notice of the Meeting as stipulated in Article 23 paragraph (3) of the Company’s Articles
     of Association and Article 23 paragraph (2) of OJK Regulation 15/2020 on Monday, 19 May 2025
     at 16.00 Western Indonesia Time (WIB).

3.   The Company’s Meeting will be held physically and electronically (hybrid) through the
     eASY.KSEI application provided by PT Kustodian Sentral Efek Indonesia (“KSEI”) with due
     observance of OJK Regulation 16/2020.

4.   In connection with the Meeting to be held electronically through eASY.KSEI application as
     referred to the above, the participation of the Shareholders participating in the Meeting
     electronically can be carried out with the following mechanism:

     a.    electronically attending the Meeting or granting power electronically through the
           eASY.KSEI application (https://akses.ksei.co.id/) provided by KSEI;

     b.    physically attending the Meeting; or




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     c.    granting power using a written form of power of attorney as described in paragraph 8
           letter b below.

5.   Given the limited room capacity where the Meeting is going to be held, the Company will limit
     the number of Shareholder who can physically attend the Meeting and the Company
     encourages Shareholder to attend electronically or grant power of attorney electronically (e-
     Proxy) through the eASY.KSEI application as referred to paragraph 4 letter a with due
     observance of the following matters:

     a.    the Company’s Shareholder that can use the eASY.KSEI application is the local individual
           shareholder whose shares are kept in the collective custody of KSEI;

     b.    the electronic proxy recipient is not a member of the Board of Directors, Board of
           Commissioners and employees of the Company;

     c.    the Company’s Shareholder must first register for the KSEI Securities Ownership
           Reference facility (“AKSes KSEI”). For the Shareholder that has not been registered,
           please register through the AKSes KSEI website (https://akses.ksei.co.id/); and

     d.    to use the eASY.KSEI application, the Shareholder can go to the eASY.KSEI menu, then
           click the eASY.KSEI Login submenu on the AKSes KSEI website (https://akses.ksei.co.id/).

     The manual for registration, use, and further explanation concerning eASY.KSEI (e-Proxy and e-
     Voting) can be obtained from the AKSes KSEI website (https://akses.ksei.co.id/).

6.   The Company’s Shareholder or their proxies who will attend the Meeting electronically through
     the eASY.KSEI application as referred to in paragraph 4 letter a, should observe the following
     provisions:

     a.    The Company’s Shareholder can declare their electronic attendance from the date of the
           notice of Meeting until no later than 1 (one) business day prior to the date of Meeting on
           Tuesday, 10 June 2025 at 12.00 Western Indonesia Time (WIB) (“Deadline for
           Attendance Declaration”), and cast or change their votes through eASY.KSEI application
           since the date of the notice of the Meeting until the Deadline for Attendance Declaration.

     b.    For:

           (i)     The Company’s Shareholder that has not declared their electronic attendance
                   until the Deadline for Attendance Declaration;

           (ii)    The Company’s Shareholder that has declared their electronic attendance but
                   has not cast their votes until the Deadline for Attendance Declaration;

           (iii)   The individual representative and the independent party appointed by the
                   Company (PT Datindo Entrycom as the BAE) that has received power of attorney
                   from the Company's Shareholder but the relevant Shareholder has not cast their
                   votes until the Deadline for Attendance Declaration; or

           (iv)    The KSEI Participants/Intermediaries (Custodian Banks or Securities Companies)
                   that has received power of attorney from the Company's Shareholder that has
                   cast their votes through the eASY.KSEI application until the Deadline for
                   Attendance Declaration;


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           is required to register attendance through the eASY.KSEI application on the date of the
           Meeting from 07.30 to 09.00 Western Indonesia Time (WIB).

     c.    Any delay or failure to complete the electronic attendance registration process for any
           reason will result in the Shareholder or their proxy not being permitted to electronically
           attend the Meeting and their share ownership not being taken into account in the
           attendance quorum.

7.   For the Company’s Shareholder or their proxy who wishes to attend the Meeting physically as
     referred to in paragraph 4 letter b above, the Company's Shareholder or their proxy must submit
     to the registration officer, the original Written Confirmation for the Meeting (Konfirmasi Tertulis
     Untuk Rapat or “KTUR”) and the original Identity Card (Kartu Tanda Penduduk or “KTP”) or other
     identification before entering the Meeting room. For the representative of the Company's
     Shareholder in the form of a legal entity, in addition to submitting the original KTUR and a copy
     of KTP or other identification, must also submit a copy of the latest articles of association and
     the deed of amendment to the latest management structure of the legal entity they represent.

8.   Any Shareholder of the Company may be represented by a proxy:

     a.    by granting an electronic proxy (e-Proxy) through the eASY.KSEI application as referred
           to in paragraph 4 letter a provided that such Shareholder is required to submit a power of
           attorney and/or cast their votes, change the proxy and/or the votes on the Meeting
           agenda items, or revoke the power of attorney, all electronically through the eASY.KSEI
           from the date of this notice of the Meeting until the Deadline for Attendance Declaration;

     b.    by using a written form of power of attorney as provided on the Company’s website
           (https://about.blibli.com/id/investor-relations/shareholders-meeting), subject to the
           following provisions:

           (i)     no Shareholder of the Company may grant power to more than one proxy for any
                   part of their shares with different votes;

           (ii)    if the power of attorney as described in paragraph 8 letter (b) is signed outside the
                   territory of the Republic of Indonesia, such power of attorney must be (i) legalized
                   before the local notary public and authenticated by local embassy of the Republic
                   of Indonesia or (ii) processed through the apostille system organized by the
                   relevant authority in the country where the power of attorney is signed;

           (iii)   the form of power of attorney can be downloaded from the Company’s website and
                   will be available since the notice of Meeting has been announced;

           (iv)    if the form of power of attorney has been completed, the power of attorney must
                   be submitted to the Board of Directors of the Company through the BAE at Jl.
                   Hayam Wuruk No. 28, Lantai 2, Jakarta 10120, Indonesia, U.p.: Data Management
                   Department, and/or email: dm@datindo.com on each business day from the date
                   of the Notice of Meeting until no later than 1 (one) business day before the date of
                   the Meeting on Tuesday, 10 June 2025 until 16.00 Western Indonesia Time (WIB);
                   and

           (v)     Specifically for the agenda of the Extraordinary General Meeting of Shareholders,
                   independent Shareholders who are entitled to attend the Meeting must fill out the


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                  independent Shareholders statement letter form which can be downloaded from
                  the       Company’s       website        at    https://about.blibli.com/en/investor-
                  relations/shareholders-meeting. Upon the completion of the statement letter of
                  independent Shareholders, then the power of attorney shall be submitted to the
                  Board of Directors of the Company through the BAE at Jl. Hayam Wuruk No. 28, 2nd
                  Floor, Jakarta 10120, Indonesia, Attn.: Data Management Department, and/or email:
                  dm@datindo.com on any business day from the date of the notice of Meeting until
                  no later than 1 (one) business day prior to the date of the Meeting on Tuesday, 10
                  June 2025 until 16.00 Western Indonesia Time (WIB).

      c.    if member(s) of the Board of Directors, the Board of Commissioners and employees of the
            Company act as proxy in the Meeting, any vote they cast as a proxy will not be counted
            in the poll.

9.    The Company’s Shareholder or their proxy can watch the ongoing Meeting through a zoom
      webinar platform by accessing the eASY.KSEI menu, the Tayangan RUPS submenu on the AKSes
      KSEI website (https://akses.ksei.co.id/) or Tayangan RUPS menu on the AKSes KSEI mobile
      application, subject to the following provisions:

      a.    the Company’s Shareholder or their proxy has been registered on the eASY.KSEI
            application by no later than the Deadline for Attendance Declaration;

      b.    the Tayangan RUPS video streaming has a capacity of up to 500 (five hundred)
            participants, and the participants’ attendance will be determined on a first-come, first-
            served basis. The Company’s Shareholder or their proxy who cannot watch the Meeting
            through the Tayangan RUPS will still be considered as validly attending the electronic
            Meeting and their share ownership and votes will be taken into account in the Meeting
            as long as they have been registered on the eASY.KSEI application; and

      c.    The Company’s Shareholder or their proxy that only watch the ongoing Meeting through
            the Tayangan RUPS but is not duly registered for the electronic attendance on the
            eASY.KSEI application will not be considered as validly attending the electronic Meeting
            and therefore their attendance will not be counted in the attendance quorum for the
            Meeting.

10.   To get the best experience in using the eASY.KSEI application and/or the Tayangan RUPS, the
      Shareholder or their proxy is advised to use the Google Chrome or Mozilla Firefox browser.

11.   Materials related to the agenda of the Meeting are available and can be obtained on the
      Company's website (https://about.blibli.com/id/investor-relations/shareholders-meeting) since
      the date of this notice of Meeting.

12.   If there are changes in the technical operations of the eASY.KSEI application, or changes to any
      regulations, guidelines and/or explanations of KSEI related to the conduct of electronic
      meetings through the eASY.KSEI application after the date of this notice of Meeting, then such
      change(s) shall apply to the conduct of the Meeting, and all the provisions in these general
      provisions concerning the conduct of electronic Meeting through the eASY.KSEI application are
      deemed to be adjusted to such changes.




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Additional Note:

1.   To simplify the arrangement and order of the Meeting, the Shareholders or their proxies are
     kindly requested to be present at the Meeting venue no later than 30 (thirty) minutes before
     the schedule of the Meeting. Registration will be closed at 09.00 Western Indonesia Time (WIB).
     The Shareholder or proxy of Shareholder who attends after the registration is closed and/or
     have not registered by the close of registration, will be deemed absent, therefore they cannot
     submit proposals and/or questions and cannot cast votes at the Meeting.

2.   Any Shareholder that has arrived at the Meeting venue but cannot enter the Meeting room due
     to the limited room capacity may still exercise their rights by electronically attending the
     Meeting or granting power of attorney (to attend the Meeting and cast a vote on each Meeting
     agenda item) to the independent party designated by the Company (a representative of the
     BAE), by completing and signing the written power of attorney provided by the Company at the
     Meeting venue.

3.   In the event of an emergency, which makes the Company unable to hold the Meeting physically,
     the Company will hold the Meeting electronically without the physical presence of the
     Shareholders upon prior notice to the Company’s Shareholders.


                                     Jakarta, 20 May 2025
                                  PT Global Digital Niaga Tbk
                                      Board of Directors




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