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20260617_BELI_Laporan Informasi dan Fakta Material_32101513_lamp3.pdf
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ANNOUNCEMENT OF THE
SUMMARY OF MINUTES OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT GLOBAL DIGITAL NIAGA TBK
(“COMPANY”)
The Board of Directors of Company, domiciled in Jl. Jend. A. Yani No. 34, Panjunan Village, Kota
Kudus Sub-district, Kudus Regency, Central Java, Indonesia, 59317, hereby announces that the
Company has held the Extraordinary General Meeting of Shareholders (referred to as the
“Meeting”), with a summary of the minutes of the Meeting as follows:
A. Meeting
The Meeting was held on:
Day/Date : Monday, 15 June 2026
Time : 09.35 – 10.04 Western Indonesian Time
Venue : Wisma Barito Pacific II Lt. 8
Jl. Letjen S. Parman Kav. 60. Slipi, West Jakarta
11410
Mechanism : The Meeting was held physically and
electronically through eAsy.KSEI application.
B. Attendance of the Company’s Board of Commissioners and Board of Directors
Members of the Company’s Board of Commissioners and Board of Directors who attended
the Meeting, namely:
BOARD OF COMMISSIONERS:
President Commissioner : Imron Hendrata
Independent Commissioner : Dr. Ir. Kusmayanto Kadiman
Independent Commissioner : Suryadi Sasmita
Independent Commissioner : Cyrillus Harinowo
BOARD OF DIRECTORS:
President Director : Kusumo Martanto
Director : Hendry
Director : Lisa Widodo
Director : Eric Alamsjah Winarta
Director : Andy Untono
Director : Ronald Winardi
C. Chairman of the Meeting
The Meeting was chaired by Imron Hendrata as the Company’s President Commissioner.
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D. Attendance of the Shareholders
For the first agenda was attended by independent shareholders and its proxies
representing 15,663,870,903 shares or 77.13% of 20,308,494,651 shares which constitute all
independent shares.
As for the second agenda was attended by shareholders and its proxies which represent
132,574,361,941 shares or 96.62% of 137,218,985,689 shares which constitute all shares with
valid voting rights issued by the Company.
E. Meeting Decision Results
1. First Agenda
Approval of the Company's plan to increase capital without pre-emptive rights with
a maximum of 3.64% (three point six four percent) of the Company's issued and
paid-up capital under OJK Regulation No. 32/POJK.04/2015 regarding Capital
Increase of Public Companies with Pre-emptive Rights which has amended with
OJK Regulation No. 14/POJK.04/2019 regarding Amendment of OJK Regulation No.
32/POJK.04/2015 regarding Capital Increase of Public Companies with Pre-emptive
Rights (“PMTHMETD”), consisting of:
a. issuance of new shares in the framework of the Company’s management
and employee stock option plan (“MESOP Program”) with a maximum
amount of 2,000,000,000 (two billion) shares or 1.45% (one point four five
percent) of the Company's issued and paid-up capital; and
b. issuance of new shares without pre -emptive rights other than in the
framework of MESOP Program (“Capital Increase Other Than MESOP
Program”) with a maximum amount of 3,000,000,000 (three billion) shares
or 2.19% (two point one nine percent) of the Company's issued and paid-up
capital.
Resolution:
1. Approved capital increase without pre-emptive rights plan of the Company in
accordance with Financial Services Authority Regulation Number
32/POJK.04/2015 regarding Capital Increase of Public Companies with Pre-
emptive Rights which has amended with OJK Regulation Number
14/POJK.04/2019 regarding Amendment of OJK Regulation Number
32/POJK.04/2015 regarding Capital Increase of Public Companies with Pre-
emptive Rights, by issuing new shares with a maximum amount of
5,000,000,000 (five billion) new shares or a maximum 3.64% (three point six
four percent) of the issued capital and paid up by the Company, with a
nominal value of each share of Rp250.00 (two hundred and fifty Rupiah)
(“PMTHMETD”), consisting of:
a. issuance of new shares in the framework of the Company’s management
and employee stock option plan (“MESOP Program”) with a maximum
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amount of 2,000,000,000 (two billion) shares or 1.45% (one point four
five percent) of the issued and paid-up capital of the Company; and
b. issuance of new shares without pre-emptive rights other than in the
framework of MESOP Program (“Capital Increase Other Than MESOP
Program”) with a maximum amount of 3,000,000,000 (three billion)
shares or 2.19% (two point one nine percent) of the issued and paid-up
capital of the Company.
as stated in:
- Information Disclosure which was announced on 28 April 2026 as well
as Changes and/or Additional Information on Information Disclosure
which was announced on 11 June 2026, both through Indonesia Stock
Exchange website and the Company's website;
as well as the approval to amend the provisions of article 4 paragraph 2 of the
Company’s Articles of Association regarding increasing the issued and paid-
up capital of the Company, in connection with the PMTHMETD;
2. Granted power and authority to the Company’s Board of Directors and Board
of Commissioners (as applicable), both individually and jointly, with the right of
substitution, to carry out any and all actions necessary, deemed
necessary/good and required in order to implement PMTHMETD including
but not limited to, implementation, legality and/or the effectiveness of the
MESOP Program and/or Capital Increase Other Than MESOP Program, use of
proceeds of the MESOP Program and/or Capital Increase Other Than MESOP
Program and its adjustment thereto if any changes, as well as to declare the
realization of the issuance of new shares and issued and paid-up capital of the
Company in connection with the implementation of the MESOP Program
and/or Capital Increase Other Than MESOP Program, and sign every
document related to the PMTHMETD, including but not limited to: to appear
before a notary, restate the decisions of the Meeting, and express the
decisions of the Meeting in deeds made before a Notary, to determine the
number of new shares issued and determine the increase in issued and paid-
up capital in connection with the implementation and results of the
PMTHMETD, to register new shares on the Indonesian Stock Exchange, to
amend and re-arrange the provisions of Article 4 paragraph 2 of the
Company's Articles of Association or Article 4 of the Company's Articles of
Association as a whole (including confirming the composition of shareholders
in the deed if necessary) as required by and in accordance with statutory
provisions and regulations in force in the Capital Market, further to request
approval and/or submit notification of the decisions of the Meeting and/or
changes to these articles of association to the competent authority and to
make changes and/or additions in whatever form necessary to obtain approval
and/or receipt of the notification, as well as to carry out any and all necessary
actions, in accordance with applicable laws and regulations.
2. Second Agenda
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Approval of the amendment and/or adjustment of Article 3 of the Company’s Articles
of Association in order to align with the 2025 Indonesian Standard Industrial
Classification (KBLI).
Resolution:
1. Approved the amendment and/or adjustment of Article 3 of the Company’s
Articles of Association in order to align with the 2025 Indonesian Standard
Industrial Classification (KBLI), as well as its amendment and renewal or other
provisions as stipulated by the authorized institution, as mentioned in the
Meeting.
2. Granted power and authority to the Company’s Board of Directors, with the
rights of substitution, to carry out any and all actions necessary in connection to
the Meeting decisions, including but not limited to, to state/express the
decisions of the Meeting, and express the decisions of the Meeting in deeds
made before a Notary, to amend, adjust, and/or re-arrange the provisions of
Article 3 of the Company's Articles of Association in accordance with the 2025
Indonesian Standard Industrial Classification (KBLI) as well its amendment or
renewal (if any) or other provisions as stipulated by the authorized institution, as
required of and in accordance with the applicable statutory provisions and
regulations in force, which then to submit a request for approval and/or submit
notification of the decision of this Meeting and/or changes to the Company's
Articles of Association in the decision of this Meeting to the authorized
institution, as well as with the right to declare and restate all or part of the
Shareholder's decision if it has expired or is past the time limit based on
applicable regulations, and to carry out all and any necessary actions, in
accordance with applicable statutory laws and regulations.
F. Submission of Question and/or Opinions
The Meeting provides an opportunity to ask questions and/or give opinions related to each
agenda.
First Agenda:
In the First Agenda of the Meeting, there were no questions and/or opinions raised by
independent shareholders and/or proxy of independent shareholders.
Second Agenda:
In the Second Agenda of the Meeting, there were no questions and/or opinions raised by
shareholders and/or proxy of shareholders.
G. Mechanism for Adopting Resolutions
The resolutions for all Meeting agendas were carried out by way of deliberation for
consensus. If deliberation for consensus is not reached, then a vote shall be taken.
Vote counting were conducted with reference to the OJK Regulation No.
15/POJK.04/2020 on the Planning and Organization of General Meetings of Shareholders
by Publicly-Traded Companies (“POJK 15/2020”) and OJK Regulation No. 14 Year 2025
on Implementation of Electronic General Meetings of Shareholders, General Meetings of
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Bondholders, and General Meetings of Sukuk Holders (“POJK 14/2025”) and articles of
association of the Company.
H. Vote Counting Results
Respectively for the first to second agenda of the Meeting, there were votes taken as
follows:
1. First Agenda:
During the first agenda, the voting outcome is as follows:
Agenda Agree Disagree Abstain Total Votes Agreed
First 15,644,518,036 19,352,867 0 15,644,518,036
(77,03%)
More than 1/2 of the
total number of votes
validly cast at the
Meeting.
2. Second Agenda:
During the second agenda, the voting outcome is as follows:
Agenda Agree Disagree Abstain Total Votes Agreed
Second 132,555,009,074 19,352,867 0 132,555,009,074
(99.99%)
More than 2/3 of the
total number of votes
validly cast at the
Meeting.
This summary of minutes is to comply with POJK 15/2020 and POJK 14/2025.
Jakarta, 17 June 2026
PT GLOBAL DIGITAL NIAGA Tbk
Board of Directors
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Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
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Dr. Ir. Kusmayanto Kadiman Independent
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Financial Services Authority
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Indonesia Stock Exchange
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