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Page 1 OCR 0.942
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 blibli 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 reguires 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 IDXs website, and the Indonesia Central Securities Depository's (“KSEI”) website. 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. This Information Disclosure is published on 5 May 2025
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DEFINITION Deed No.148/2025 1 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 1 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 1 stands forIndonesia 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 1 means companies that are controlled either directly or indirectly by the Company consisting of: Global Distribution Niaga Pte. Ltd. PT Global Distribusi Nusantara PT Global Kassa Sejahtera PT Promoland Indowisata PT Global Distribusi Paket PT Global Tiket Network PT Global Teknologi Niaga PT Global Fortuna Nusantara PT Rajawali Inti Selular 10. PT Supra Boga Lestari Tbk TI. 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 OPNNDJONKPNA
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Option Rights Exchange Day Calendar Day Business Day KSEI Program Committee MOL Financial Services : Authority or OJK (Otoritas Jasa Keuangan) Shareholders Independent Shareholders 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. 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 allowto conduct clearing activities. 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. means from Monday through Friday, except national holidays or other holidays determined by the Government of the Republic of Indonesia. 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). shall have the meaning given in Section III of this Information Disclosure. 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). means an independent institution as referred to in the OJK Law (as defined below), whose duties and authorities include regulation and supervision of financial services activities in the banking, capital 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. 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. means shareholders who have no personal economic interest in 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
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Regulation No. I-A MESOP Participants OJK Regulation No. : 15/2020 OJK Regulation No. : 32/2015 OJK Regulation No. : 45/2024 MESOP Program Proposed Transaction GMS EGMS Shares New Shares Program : controlling member of the Company. 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 Eguity 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. means (i) the Directors of the Company, (li) the Commissioners of the Company (except Independent Commissioner(s)): and/or (iii) key officers and employees of the Company and Company Group. means OJK Regulation No. 15/POJK.04/2020 on the Plan and Implementation of General Meeting of Shareholders of Public Companies. means 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, 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. means OJK Regulation No. 45 of 2024 on Development and Strengthening of Issuers and Public Companies. 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. 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. means General Meeting of Shareholders. means the Company's Extraordinary General Meeting of Shareholders, which will be held on Wednesday, 11 June 2025. means all shares that have been issued and fully paid-up in the Company on the date of this Information Disclosure is published. 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 2.994 (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 eight hundred sixty-three million nine hundred fifty thousand nine
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OJK Law Capital Market Law Company Law 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. 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. 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. 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.
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I. RATIONALE AND OBJECTIVES OF THE MESOP PROGRAM The objective of the Company's MESOP Program istoenhance 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 tothe 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 eguivalent to 2.996 (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.O1.11.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 33.474 (thirty three point four seven percent) of the total authorized capital of the Company. This Proposed Transaction reguires 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 reguirements that must be fulfilled apart from the OJKs and IDXS regulations, and there are no approvals from the government, agencies, or other institutions that need to be obtained by the Company or make notifications to any third parties, including the Company's creditors, in connection with the implementation of the Proposed Transaction. 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 registered in the Company Register No. AHU-0022802.AH.01.09.Year 2010, dated 25 March 2010. 6
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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. 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 tothe MOL asstated 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.O1.11.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), (ili) 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. 4711), (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. . Capital Structure and Shareholder Composition Based on the Company's Articles of Association 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 - Public (each ownership below 54) 29,854,948169 7,463,737,042,250 2230 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 - . 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 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.O1.11.Tahun 2024 dated 14 June 2024, the composition of the Company's Board of Directors and Board of Commissioners is as follows:
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Board of Commissioners President Commissioner Vice President Commissioner Independent Commissioner Independent Commissioner Independent Commissioner Board of Directors President Director Martin Basuki Hartono Honky Harjo Dr. Ir. Raden Pardede Dr. Ir. Kusmayanto Kadiman Suryadi Sasmita 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. NI. 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) Directors of the Company, (ii) Commissioners of the Company (except Independent Commissioner(s)): or (iii) key officers and employees of the Company and the Company Group. B. Share 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. 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. 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 904 (ninety percent) of the average closing price of the Company's shares for a period of 25 (twenty-five) consecutive 8
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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. . MESOP Program Share 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 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. New Shares Issuance Period and MESOP Program Implementation By taking into account prevailing laws and regulations in capital market, the issuance period and implementation of the MESOP Program is planned as follows: Option Rights Option Rights Granting Period Exercise Phase Option Rights Exercise Dates Phase 30 calendar days commencing from 15 December 2025 Phase Iland Phase III 30 calendar days commencing from 15 March 2026, and 30 calendar days commencing from 15 December 2026 30 calendar days commencing from 15 March 2027: and 30 calendar days commencing from 15 December 2027 30 calendar days commencing from 15 March 2028, and 30 calendar days commencing from 15 December 2028 30 calendar days commencing from 15 March 2029: and 30 calendar days commencing from 15 December 2029 15 December 2025 - Phase IV and Phase V 14 January 2030 Phase VI and Phase VII Phase VIII and Phase IX 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 subseguent exercise phases, provided that the Option Rights can only be exercised during the validity period of the MESOP Program. MESOP Program Reguirements By taking into account applicable legal provisions, this MESOP Program can be carried out by fulfilling the following conditions:
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G. Authorized Capital 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: and 3. other reguirements that will be further determined by the Board of Directors after obtaining recommendations from the Program Committee or the Board of Commissioners. 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. 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 Description No. of Shares 400,000,000,000 No. of Shares 400,000,000,000 Total Nominal Value 100,000,000,000,000 Total Nominal Value 4 100,000,000,000,000 After the Implementation of MESOP Program Issued and Paid-up Capital PT Global Investama Andalan 104,009,002,820 26,002,250,705,000 7770 104,009,002,820 26,002,250,705,000 7544 - Public (each ownership 7,463,737,042,250 22.30 29,854,948,169 7,463,737,042,250 below 556) 29,854,948,169 Holders of New Shares from MESOP Program 4,000,000,000 1000,000,000,000 290 Total Issued and Fully Paid-up Capital 133,863,950,989 33,465,987,747,250 137,863,950,989 34,465,987,747,250 Number of Shares in portfolio 266,136,049,011 66,534,012,252,750 262,136,049,011 65,534,012,252,750 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 | Po: n | Number of Shares | Percentage (?c) 1. | Martin Basuki Hartono President Commissioner 0 - 2. Honky Harjo Vice President Commissioner 207,602,047 01550844 3. Dr. Ir. Raden Pardede Independent Commissioner jo) - 4 Dr. Ir. Kusmayanto Kadiman Independent Commissioner jo) - 5. | Suryadi Sasmita Independent Commissioner jo) - 6. | Kusumo Martanto President Director 170,339,761 01272484 1. Hendry Director 34,976,311 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. 10
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- 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 2.904 (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. 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. 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 reguested 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 1
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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 2.994 (two point nine nine percent) of the issued and fully paid-up capital in the Company. Furthermore, the Company has made an EGMS Announcement through the IDX website ie. 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 8A paragraph (2) of OJK Regulation No. 32/2015 and Article 23 paragraph 9 of the Company's Articles of Association, the reguired guorum 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 and shareholders who are not affiliated parties with the public company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, and controlling member of the Company. 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 and shareholders who are not affiliated parties with the public company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, and controlling member of the Company. In the event that the guorum 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 and shareholders who are not affiliated parties with the public company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, and controlling member of the Company. 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 and shareholders who are not affiliated parties with the publicly listed company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, and controlling member of the Company. In the event that the attendance guorum 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 and shareholders who are not affiliated parties with the public company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, and controlling member of the Company with valid voting rights, in the attendance guorum determined by OJK at the reguest of the public company. Resolutions of the third EGMS are valid if approved by Independent Shareholders and shareholders who are not affiliated parties with the public company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, and controlling member of the Company representing more than 504 (fifty percent) of the shares owned by Independent Shareholders and shareholders who are not affiliated parties with the public company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, and 12
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controlling member of the Company 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. VI. ADDITIONAL INFORMATION For Shareholders who reguire 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 May 2025 PT Global Digital Niaga Tbk Board of Directors
Names mentioned 60 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
unresolved
org
PT Datindo Entrycom
p.2 ×4
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 OPNNDJONKPNA
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
person
Christina Dwi Utami
· Notaris
p.6 ×3
unresolved
person
H. Thamrin
p.6 ×2
unresolved
person
Eliwaty Tjitra
· Notaris
p.6
unresolved
org
PT Global Investama Andalan
p.7 ×2
unresolved
person
Dr. Ir. Raden Pardede Dr. Ir. Kusmayanto Kadiman Suryadi
p.8 ×5
unresolved
person
Dr. Ir. Raden Pardede Independent
p.10
unresolved
person
Dr. Ir. Kusmayanto Kadiman Independent
p.10
Extraction attempts how the parser did, and what it refused
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