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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 COMPLIANCE WITH THE FINANCIAL SERVICES
AUTHORITY (“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
The Changes and/or Additional Information on Information Disclosure (“Information Disclosure ”) is
announced to comply with Financial Services Authority Regulation N o. 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 N o. 32/POJK.04/2015 on Capital Increase of
Public Companies with Pre-emptive Rights .
PT GLOBAL DIGITAL NIAGA Tbk
Domiciled in Kudus , Central Java
Main Business Activities:
Retail trade through media, e-commerce application development, web portals and/or
digital platforms with commercial purposes.
Head Office: Branch Office :
Jl. Jend A. Yani No. 34, Panjunan Village , Kota Gedung Sarana Jaya
Kudus Sub -district , Kudus Regency , Central Java , Jl. Budi Kemuliaan I No.1 Central Jakarta 10110
Indonesia, 59317 Telp . (021) 50881370
Telp. (0291) 431695 Website : https://about.blibli.com
Website : https://about.blibli.com Email: corp.sec@gdn -commerce.com
Email: corp.sec@gdn -commerce.com
This information Disclosure is announced in the Company's website and the Indonesia Stock
Exchange ’s (“IDX ”) website in connection with the Company's plan to conduct PMTHMETD not in
the context of a financial distress through (i) the issuance of shares under a management and
employee stock option plan (“MESOP Program ”); and (ii) the issuance of shares other than under
the MESOP Program (“ Capital Increase Other Than MESOP Program ”) (collectiv ely referred as
the “Proposed Transaction ”), in doing so requires approval of the Independent Shareholder s
which is requested through the Extraordinary General Meeting of Shareholders (“ EGMS ”) to be held
on Monday, 15 June 2026 , as announced together with the date of this Information Disclosure
through the Company's website, the Indonesia Stock Exchange ’s website, and the Indonesia Central
Securities Depository ’s (“KSEI ”) website.
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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 Changes and/or Additional Information on Information Disclosure is published in Jakarta on 11
June 2026 and constitutes an integral and inseparable part of the Information Disclosure which has
been published on 28 April 2026 .
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DEFINITION
Deed No. 205 /2026 : shall have the meaning ascribed to it in Section I of this Information
Disclosure.
Company’s Articles of : shall have the meaning ascribed to it in Section II I A of this
Association Information 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 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 .
State Gazette : means State Gazette of the Republic of Indonesia.
Share holder s Register : means the list containing the names of the Company's Shareholders,
as referred to in the Company Law (as defined below) , issued by the
BAE .
Board of : means the organ of the Company responsible for carrying out
Commissioners general and/or specific supervision in accordance with the
Company’s Articles of Association and providing advice to the Board
of Directors.
Board of Directors : means the organ of the Company that is authorized and fully
responsible for managing the Company for the interests of the
Company, in accordance with the Company’s purposes and
objectives as well as represent ing the Company , both in side and
outside the court in accordance with the provisions of the Company’s
Articles of Association.
Company Group : means the companies which are controlled , either directly or
indirectly , by the Company as of the date of this Information
Disclosure published , 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 Rajawali Inti Selular
9. PT Supra Boga Lestari Tbk
10. PT Global Distribusi Pusaka
11. PT Global Astha Niaga
12. PT Global Danapati Niaga
13. PT Global Harapan Nawasena
14. PT Dekoruma Inovasi Lestari
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15. PT Global Elektronik Mitraprana
16. PT Global Properti Sahasakti
17. PT Globalnet Aplikasi Indotravel
18. Global Tiket Network Canada Inc.
19. Tiket Network Pte. Ltd.
20. Tiket International Network Pvt. Ltd.
21. Global Tiket Malaysia Sdn. Bhd.
22. Global Tiket Network (Thailand) Ltd.
23. PT Supra Investama Mandiri
24. PT Supra Mas Mandiri
25. PT Supra Kreatif Mandiri
26. PT Dekoruma Niaga Sejahtera
27. PT Pindaruma Casa Sentosa
28. PT Solusi Ruma Sentosa
29. PT Digital Mebelindo Cemerlang
30. PT Global Inti Nawasena
31. PT Global Distribusi Vitara
32. Global Tiket Network Kabushiki Kaisha
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 are able 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.
KBLI : means Indonesian Standard Industrial Classification .
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 ascribed to it in Section III of this Information
Disclosure.
MOL : means the Ministry of Law of the Republic Indonesia (formerly known
as the Minister of Law and Human Rights of the Republic of Indonesia
or the Minister of Justice of the Republic of Indonesia).
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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 Keuangan ) 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 Minist er 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
BAE appointed by the Company , 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, member s of the
Board of Commissioners, the majority shareholder, and the
controllers of the Company; or
b. are not affiliates of members of the Board of Directors, members
of the Board of Commissioners, the majority shareholder, and the
controllers of the Company.
Capital Increase Other : means the issuance of new shares without granting pre -emptive
Than MESOP Program rights other than in connection with the MESOP Program (as defined
below).
Regulation No. I - A : means the IDX Board of Directors Decree No. Kep - Kep -
00045/BEI/03 -2026 on Amendments to Regulation Number I -A on
the Listing of Shares and Equity Securities Other Than Shares Issued
by Listed Companies dated 31 March 2026 and its attachments.
MESOP Program : means (i) the Directors of the Company; (ii) the Commissioners of the
Participants Company (except Independent Commissioner (s) of the Company);
and/or (iii) the senior management and key employees of the
Company and Company Group who hold strategic positions within
the Company, demonstrate good performance and behavior, and
uphold the Company’s core values.
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. 17/POJK.04/2020 on Material
17/2020 Transactions and Changes of Business Activities
OJK Regulation No. : means OJK Regulation No. 42/POJK.04/2020 on Affiliated
42/2020 Transactions and Conflict of Interest Transactions.
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OJK Regulation No. : means OJK Regulation No. 14/POJK.04/2019 on The Amendment to
14/2019 OJK Regulation No. 32/POJK.04/2015 on Capital Increase of Public
Companies with Pre -emptive Rights.
OJK Regulation No. 9 : means OJK Regulation No. 9/POJK.04/2018 on The Acquisition of
/2018 Publicly Traded Companies
OJK Regulation No. : means OJK Regulation No. 45 of 2024 on The Development and
45/2024 Strengthening of Issuers and Public Companies
OJK Regulation No. : means OJK Regulation No. 14 of 2025 on Implementation of Electronic
14/2025 General Meetings of Shareholders, General Meetings of Bondholders,
and General Meeting of Sukuk Holders
MESOP Program : means the program of granting the Option Rights of share ownership
to the MESOP Program Participants , which will be submitted for
approval through the Company’s EGMS .
Proposed Transaction : means the Company’s plan to conduct PMTHMETD not in the
context of a financial distress through the issuance of shares under
the MESOP Program and Capital Increase Other Than MESOP
Program .
GMS : means General Meeting of Shareholders.
GMS Year 2024 : shall have the meaning ascribed to it in Section I of this Information
Disclosure.
GMS Year 2025 : shall have the meaning ascribed to it in Section I of this Information
Disclosure.
EGMS : means the Company’s Extraordinary General Meeting of
Shareholders, which will be held on Monday , dated 15 June 2026 .
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:
a. MESOP Program New Shares; and
b. PMTHMETD New Shares,
with a maximum amount of 5,000,000,000 ( five billion) new shares to
be issued from the Company's portfolio with a nominal value of
Rp250 (two hundred fifty Rupiah) per share or a maximum of 3.64%
(three point six four percent ) of the issued and paid -up capital in the
Company amounting to 137,218,985,689 (one hundred thirty seven
billion two hundred eighteen million nine hundred eighty -five
thousand six hundred eighty nine) shares based on the Company's
Articles of Association on the date of EGMS’ announcement, which
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has obtained approval from and/or notified to the MOL, in the context
of implementing the Proposed Transaction by the Company.
PMTHMETD New : means part of the New Shares issued in the framework of Capital
Shares Increase Other Than MESOP Program with a maximum amount of
3,000,000,000 (three billion ) new shares to be issued from the
Company's portfolio with a nominal value of Rp250 (two hundred fifty
Rupiah) per share or a maximum of 2.19% (two point one nine percent)
of the issued and paid -up capital in the Company amounting to
137,218,985,689 (one hundred thirty seven billion two hundred
eighteen million nine hundred eighty -five thousand six hundred
eighty nine) shares based on the Company's Articles of Association
on the date of EGMS’ announcement which has obtained approval
and/or has been notified to the MOL in the context of implementing
the Proposed Transaction by the Company, provided that the
number of shares to be issued shall in no event exceed the number
of New Shares after deducting the number of shares actually issued
under the MESOP Program.
MESOP Program New : means the portion of New Shares issued in the framework of the
Shares MESOP Program with a maximum amount of 2,000,000,000 ( two
billion) new shares to be issued from the Company's portfolio with a
nominal value of Rp250 (two hundred fifty Rupiah) per share or a
maximum of 1.45% (one point four five percent) of the issued and
paid-up capital of the Company amounting to 137,218,985,689 (one
hundred thirty seven billion two hundred eighteen million nine
hundred eighty -five thousand six hundred eighty nine) shares based
on the Company's Articles of Association on the date of EGMS’
announcement which has obtained approval and/or has been
notified to the MOL in the context of implementing the Proposed
Transaction by the Company, provided that the number of shares to
be issued shall in no event exceed the number of New Shares after
deducting the number of shares actually issued in the context of
Capital Increa se Other Than MESOP Program.
Supplement to State : means Supplement to State Gazette.
Gazette
OJK Law : means Law No. 21 of 2011 on the OJK, as partially amended by P2SK
Law (as defined below) .
Capital Market Law : means Law No. 8 of 1995 on the Capital Market as partially amended
by P2SK Law (as defined below) .
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.
P2SK Law : means Law No. 4 of 2023 on the Development and Strengthening of
the Financial Sector as partially amended by Law No. 1 of 2026 on
Criminal Law Adjustment.
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I. INTRODUCTION
The information as contained in this Information Disclosure is conveyed to the Shareholders of the
Company in connection with the Company's proposed issuance of New Shares to carry out the
Proposed Transaction where the New Shares to be issued consist of:
a. MESOP Program New Shares; and
b. PMTHMETD New Shares.
The implementation of the Proposed Transaction will be carried out in accordance with the provisions
of OJK Regulation No. 14/2019.
Pursuant to the articles of association of the Company which have been amended several times as
lastly amended by Deed No. 205 dated 24 April 2026 , made before Christina Dwi Utami, S.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.01.03-0119134 dated 24 April 2026 , and
registered in the Company Register under No. AHU-0088909 .AH.01.11.TAHUN 2026 dated 24 April
2026 (“Deed No. 205 /2026 ”), the total issued and fully paid -up shares of the Company amounted to
137,218,985,689 (one hundred thirty seven billion two hundred eighteen million nine hundred eighty -
five thousand six hundred eighty nine) shares or represent ing 34.3047% (thirty four point three zero
four seven percent) of the total authorized capital of the Company.
Pursuant to Article 3 letter (b) of OJK Regulation No. 14/2019, a public company may conduct
PMTHMETD in the issuance of shares and/or other equity securities not in the context of financial
distress .
The Company has previously implemented PMTHMETD in connection with the MESOP Program, with
the following details:
a. PMTHMETD in connection with the MESOP Program as approved based on the GMS dated 28
October 2021 and disclosed in the Company’s Initial Public Offering Prospectus dated 2
November 2022, for the option grant period from 15 December 2022 up to 20 December 2024,
whereby all shares under this MESOP Program, totaling 3,656,600,000 (three billion six
hundred fifty -six million six hundred thousand) shares, have been issued;
b. PMTHMETD in connection with the MESOP Program as approved by the Independent
Shareholders in the GMS held on 19 June 2023, for the option grant period from 15 December
2023 up to 14 January 2027, whereby all shares under this MESOP Program, totaling
4,000,000,000 (four billion) shares, have been issued;
c. PMTHMETD in connection with the MESOP Program as approved by the Independent
Shareholders in the GMS held on 13 June 2024, for the option grant period from 15 December
2024 up to 14 January 2029, whereby a portion of the shares under this MESOP Program,
totaling 4, 489,951,999 (four billion four hundred eighty nine million nine hundred fifty -one
thousand nine hundred ninety nine ) shares, have been issued; and
d. PMTHMETD in connection with the MESOP Program as approved by the Independent
Shareholders in the GMS held on 11 June 2025, for the option grant period from 15 December
2025 up to 14 January 2030, whereby a portion of the shares under this MESOP Program,
totaling 2,081,405,400 (two billion eight one million four hundred five thousand four hundred)
shares, ha ve been issued .
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The total number of New Shares in the Proposed Transaction has compli ed with the provisions of
Article 8C of OJK Regulation No. 14/2019, whereby a capital increase not in the context of a financial
distress as referred to in Article 3 letter (b) of OJK Regulation No. 14/2019 not exceeding 10% (ten
percent) of the total issued and fully paid -up shares as stated in Deed No. 205 /2026, which constitutes
an amendment to the Articles of Association that has been notified to and received by the MOL at the
time of the announcement of the EGMS. Considering that the New Shares in the Proposed Transaction
to be issued shall be in a maximum amount of 5,000,000,000 ( five billion) shares or up to 3.64% (three
point six four percent ) of the Company’s issued and paid -up capital, consisting of:
(a) MESOP Program New Shares at a maximum of 2,000,000,000 (two billion) shares or up to
1.45% (one p oint four five percent) of the Company’s issued and paid -up capital ; and
(b) New Shares in the framework of Capital Increase Other Than MESOP Program at a maximum
amount of 3,000,000,000 (three billion ) shares or up to 2.19% (two point one nine percent) of
the Company’s issued and paid -up capital ,
and the unexercised shares of the MESOP Program are as follows:
(a) The MESOP Program which has been approved by the Independent Shareholders at the GMS
held on 13 June 2024 (“GMS Year 2024 ”) for the option rights period from 15 December 2024
until 14 January 2029 amounted to 4,500,000,000 (four billion five hundred million) shares or
representing 3.65% (three point six five percent) of the total issued and fully paid -up capital in
the Company on the date of GMS Year 2024, which amounted to 123,210,496,616 (one hundred
twenty-three billion two hundred ten million four hundred ninety -six thousand six hundred
sixteen) shares . As of the date of publication of this Information Disclosure , a total of
4,489,951,999 (four billion four hundred eighty -nine million nine hundred fifty -one thousand
nine hundred ninety -nine) shares have been exercised, therefore the remaining unexercised
shares amount ing to 10,048,001 (ten million forty -eight thousand and one) shares or
representing 0.01% (zero point zero one percent) of the total issued and fully paid -up capital in
the Company on the date of this Information Disclosure, amounting to 137,218,985,689 (one
hundred thirty -seven billion two hundred eighteen million nine hundred eighty -five thousand
six hundred eighty -nine) shares based on Deed No. 205/2026, constituting an amendment to
the Company’s Articles of Association, which has been notified to and/or received by the MOL
on the date of this Information Disclosure ; and
(b) The MESOP Program which has been approved by the Independent Shareholders at the GMS
held on 11 June 2025 (“GMS Year 2025 ”) for the option rights period from 15 December 2025
until 14 January 2030 amounted to 4,000,000,000 (four billion) shares or representing 2.99%
(two point nine nine percent) of the total issued and fully paid -up capital in the Company on
the date of GMS Year 2025, which 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.. As of the date of publication of this Information Disclosure , a total of 2,081,405,400 (two
billion eighty -one million four hundred five thousand four hundred) shares have been exercised,
therefore the remaining unexercised shares amount ing to 1,918,594,600 (one billion nine
hundred eighteen million five hundred ninety -four thousand six hundred) shares or
representing 1.40% (one point four zero percent) of the total issued and fully paid -up capital in
the Company on the date of this Information Disclosure, amounting to 137,218,985,689 (one
hundred thirty -seven billion two hundred eighteen million nine hundred eighty -five thousand
six hundred eighty -nine) shares based on Deed No. 205/2026, constituting an amendment to
the Company’s Articles of Association, wh ich has been notified to and/or received by the MOL
on the date of this Information Disclosure ,
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where in aggregate the number of unissued shares from MESOP Program amounting to 1,928,642,601
(one billion nine hundred twenty eight million six hundred forty -two thousand six hundred and one)
shares which constitutes 1.41% (one point four one percent) from the issued and paid -up capital in the
Company amounting to 137,218,985,689 (one hundred thirty -seven billion two hundred eighteen
million nine hundred eighty -five thousand six hundred eighty -nine) shares based on Deed No.
205/2026, constituting an amendment to the Company’s Articles of Associat ion, which has been
notified to and/or received by the MOL on the date of the announcement of the Company’s EGMS .
In connection with the Proposed Transaction, the Company plans to issue a maximum of
5,000,000,000 ( five billion ) shares or 3.64% (three point six four percent) of the issued and paid -up
capital in the Company on the date of this Information Disclosure, amounting to 137,218,985,689 (one
hundred thirty -seven billion two hundred eighteen million nine hundred eighty -five thousand six
hundred eighty -nine) sh ares. Thus, the Proposed Transaction added with the Remaining PMTHMETD
Shares do not exceed 10% (ten percent) of the issued and paid -up capital in the Company at the time
this Information Disclosure is published, which is in accordance with the provisions stipulated in Article
8C POJK No. 14/2019.
This Proposed Transaction requires prior approval from the Independent Shareholders of the
Company which will be submitted through the Company’s EGMS to be held on Monday , dated 15 June
2026 at Wisma Barito Pacific II 8 th Floor, Jl. Letjen S. Parman Kav. 60, Slipi, West Jakarta 11410.
Other than what have been disclosed in this Information Disclosure, there are no other regulatory
provisions that must be fulfilled apart from OJK Regulations and IDX Regulations, and there are no
restrictions under any loan agreement entered by the Company that may hinder the Proposed
Transaction and/or affect the rights and interest of public shareholders of the Company , and may
hinder the proposed use of proceeds from the Proposed Transaction.
As of the date of this Information Disclosure, the Company is not involved in any material or non -
material proceedings or dispute, either in court or outside the court, which may negatively affect the
Company's business continuity and the implementation of the Proposed Transaction.
Furthermore, until the date of this Information Disclosure , there has been no objections from any party,
including the Company’s creditors, in connection with the Proposed Transaction , including the use of
its proceeds.
II. RATIONALE AND OBJECTIVE OF THE PROPOSED TRANSACTION
A. MESOP Program
The purpose of the C ompany ’s MESOP Program is to increase and to have deeper alignment
between the C ompany with its key management and employees to achieve common success
and objective .
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 Program Participants in accordance with the provisions of OJK
Regulation No. 14/2019; and
2. achieving alignment of the Company's interests with the interests of the MESOP Program
Participants.
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B. Capital Increase Other Than MESOP Program
In order to provide added value to all stakeholders of the Company and to carry out the business
activities of the Company and the Company Group , the Company always strives to anticipate
all existing and future business possibilities and opportunities. The Company’s Board of
Directors views that the Company needs to strengthen the Company's capital structure for the
development of the Company's business activities.
In connection with th e above , the Company plans to carry out the Capital Increase Other Than
MESOP Program with the terms and conditions as disclosed in this Information Disclosure, after
obtaining approval from the Company’s EGMS. Through the Capital Increase Other Than
MESOP Program, the Company is expected to obtain alternative sources of funding for the
implementation and development of the Company's business activities which will be focused
on strengthening the integrated omnichannel ecosystem through the optimization of digital
platforms and physical retail networks, enhancement of technological and operational
capabilities, strengthening collaboration within the Compa ny’s business ecosystem, as well as
the development of services and business categories with better fundamentals and profitability.
Referring to the background, reasons and objectives mentioned above, the Company’s Board
of Directors concludes that the Capital Increase Other Than MESOP Program disclosed in this
Information Disclosure will provide the following benefits , among others :
a. the Company will obtain additional funds to strengthen the Company's capital and
financial structure which will have a positive impact to the Company;
b. enhancing operational efficiency, strengthening competitiveness, expanding the
customer and business partner base, and supporting the creation of sustainable added
value for all stakeholders of the Company; and
c. the number of the Company's issued shares will increase which is expected to increase
the liquidity of the Company's shares trading.
III. INFORMATION ABOUT THE COMPANY
A. The Company Background
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. Th e deed has been
ratified by the MOLHR under on Decree No. AHU -15519.AH.01.01. TAHUN 2010 dated 25 March
2010, and has been registered in the Company Register No. AHU -0022802.AH.01.09. Tahun 2010
dated 25 March 2010 , and has been registered in the C ompany Reg ister under No. AHU-
0022802.AH.01.09.Tahun 2010 dated 25 March 2010 as well as published in State Gazette No.
12 dated 11 February 2011 and in Supplement to State Gazette No. 1399. The Company then listed
its 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. 205 /2026 (“Articles of Association ”).
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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
Based on Article 3 as set forth in of Deed No. 2 dated 2 June 2022, made before Christina Dwi
Utami, S.H., M.Kn., Notary in West Jakarta, which has been approved by the MOL under Decree
No. AHU -0036990.AH.01.02.TAHUN 2022 dated 2 June 2022 and notified to the MOLHR 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 purpose and objective of the
Company i s currently to engage in (i) Retail Trade via Media for Various Other Goods (KBLI No.
47919); (ii) Retail Trade via Media for Mixed Goods as Referred to in 47911 up to 47913 (KBLI No.
47914); (iii) Retail Trade of Various Goods Primarily Food, Beverages, or Tobacco in
Minimarkets/Supermarkets/Hypermarkets (KBLI No. 47111); (iv) Web Portals and/or Digital
Platforms for Commercial Purposes (KBLI No. 63122); and (v) Activities for the Development of
Internet-Based Trading Applications (E -Commerce) (KBLI No. 62012).
The business activities currently carried out by the Company that have been effectively
implemented are retail trade through media, e-commerce application development, web portals
and/or digital platforms with commercial purposes.
The Company will amend and/or adjust Article 3 of the Company’s Articles of Association in
order to align with the 2025 KBLI , which will be submitted for approval from the shareholders at
the EGMS to be held on Monday , 15 June 2026.
C. Capital Structure and Shareholder C omposition
Based on Company’s Articles of Associations and the Company’s Share holder’s Register as of
30 April 2026 issued by BAE on 2 May 2026 , the following is the Company's share ownership
structure :
Nominal Value Rp250 per share
Shareholder s 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 75.80
- Board of Commissioners & Board of
543,657,791 135,914,447,750 0.40
Directors
- Public (each ownership below 5%) 32,666,325,078 8,166,581,269,500 23.80
Total Issued and Paid -up Capital 137,218,985,689 34,304,746,422,250 100.00
Number of Shares in Portfolio 262,781,014,311 65,695,253,577,750
As of the date of this Information Disclosure submitted, the diagram of the Company’s share
ownership relationship is as follows:
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The Company’s controller is Robert Budi Hartono, through the shareholding in PT Lingkarmulia
Indah, PT Global Digital Prima, and PT Global Investama Andalan, as referred to in Article 1 point
4 of OJK Regulation No. 9/2018 and Article 1 point 21 of OJK Regulation No. 45/2024.
In addition , the implementation of the Proposed Transaction will not result in any change of
control of the Company .
D. Management and Supervision
Based on Deed No. 9 dated 11 June 2025 , made before Gatot Widodo, S.E., S.H., M.Kn., Notary in
Central Jakarta , which has been notified to the MOL as stated in the Receipt of Notification of
Amendment to the Change of Data No. AHU -AH.01.09-0300602 dated 19 June 2025 , and
registered in the Company Register under No. AHU-0136558.AH.01.11.TAHUN 2025 dated 19
June 2025 , the composition of the Company's Board of Directors and Board of Commissioners
is as follows:
Board of Commissioner
President Commissioner : Martin Basuki Hartono
Vice President Commissioner : Imron Hendrata
Independent Commissioner : Suryadi Sasmita
Independent Commissioner : Dr. Ir. Kusmayanto Kadiman
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Board of Director
President Director : Kusumo Martanto
Director : Hendry
Director : Lisa Widodo
Director : Eric Alamsjah Winarta
Director : Andy Untono
Director : Ronald Winardi
As of the date of this Information Disclosure, the Company’s Board of Directors and the Board
of Commissioners are not currently involved in any material or non -material proceedings or
dispute, either in court or out side court, which may adversely affect the Company's business
continuity and the implementation of the Proposed Transaction.
E. Summary of Significant Financial Data
The following is a summary of the Company’s key financial data for the year ended 31 December
2025, which has been audited by Public Accounting Firm (Kantor Akuntan Publik /KAP) Purwanto
Susant i dan Surja and signed by Public Accountant (Akuntan Publik /AP) Daniel Amdhani
Judistira, CPA with an unqualified opinion in all material respects :
Consolidated Financial Position
(in millions of Rupiah )
Description As of 31 December 2025
Assets
Current assets 9,197,181
Non -current assets 8,603 ,597
Total assets 17,800 ,778
Liabilities
Current liabilities 7,102,062
Non -current liabilities 1,244,383
Total liabilities 8,346 ,445
Equity
Total equity 9,454 ,333
Total liabilities and equity 17,800 ,778
Consolidated Financial Performance
(in millions of Rupiah )
Description Year ended on 31 Dec ember 2025
Net revenue s 22,361,030
Cost of revenue s (18,451,279)
Gross profit 3,909 ,751
Operating loss (2,014,321)
Loss of the year (2,301,882)
Important Financial Ratios
(times)
Keterangan As of 31 December 2025
Total liabilities / total assets 0.47
Total liabilities / total equity 0.88
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IV. DESCRIPTION OF THE PROPOSED TRANSACTION
A. Description of the MESOP Program
A.1. MESOP Program
The MESOP Program referred to in this Information Disclosure is a program to offer New Shares
MESOP Program to the participants who are eligible as MESOP Program Participants to own
shares of the Company through the issuance of MESOP Program New Share s, 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.
The Company shall submit an application to and obtain approval from the Program Committee
prior to each implementation period of the MESOP Program.
A.2. MESOP Program Participants
In this MESOP Program , MESOP Program Participants means (i) the Directors of the Company;
(ii) the Commissioners of the Company (except Independent Commissioner(s)); and/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 Comp any’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 .
A.3. New Shares Distribution Period and New Shares Issuance Period and MESOP Program
Implementation
New Shares Distribution Period for the MESOP Program
Pursuant to the provisions of OJK Regulation No. 14/2019, the MESOP Program will be executed
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 15 June 2026 , the
implementation period of the MESOP Program is from December 2026 to January 2031 .
The MESOP Program New Share s 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 shares to be allocated to the eligible MESOP Program
Participants .
New Share s 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 C alendar Days commencing from 15 December 2026
Phase II and Phase III 30 C alendar Days commencing from 15 March 2027 and
30 C alendar Days commencing from 15 December 2027
15 December 2026 –
Phase IV and Phase V 30 C alendar Days commencing from 15 March 2028 and
14 January 2031
30 C alendar Days commencing from 15 December 2028
Phase VI and Phase VII 30 C alendar Days commencing from 15 March 202 8 and
30 C alendar Days commencing from 15 Dec ember 2029
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Phase VIII and Phase IX 30 C alendar Days commencing from 15 March 2030 and
30 C alendar Days commencing from 15 December 2030
The number of allocations of MESOP Program 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 of 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.
A.4. Determination Exercise Price of MESOP Program New Share s
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 MESOP Program New Shares will be set at least 90% (ninety
percent) of the average closing price of the Company's shares for a period of 25 (twenty -five)
consecutive Exchange Day s in the regular market before the listing application is m ade.
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 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.
A.5. MESOP Program Share s Status
New Shares to be issued in connection with this MESOP Program shall have the same rights,
positions and degree s in all respects with other shares that have been issued and fully paid into
the Company, including in terms of obtaining rights to dividends , 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.
A.6. 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 an approval from IDX for additional pre-listing applications
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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 , namely the availability of MESOP Program Participants who demonstrate
good performance and behavior, uphold the Company’s core values, and possess unique
skills or competencies to be retained in order to support the Company’s future growth
and sustainabili ty.
B. Description of the Capital Increase Other Than MESOP
B.1. Capital Increase Other Than MESOP Program
The Capital Increase Other Than MESOP Program referred to in this Information Disclosure is
the issuance of PMTHMETD New Shares with a maximum amount of 3,000,000,000 (three
billion) new shares to be issued from the Company's portfolio with a nominal value of Rp250
(two hundred fifty Rupiah) per share or a maximum of 2.19% (two point one nine percent) of the
issued and paid -up capital of the Company.
In the implementation of the Capital Increase other than the MESOP Program which is carried
out not in the context of financial distress , the Company will pay attention to the provisions as
stipulated in the laws and regulations in the capital market sector, in particular OJK Regulation
No. 14/2019.
The exercise price of the PMTHMETD New Shares will be determined later in accordance with
the provisions of Point V.1 Appendix II of Regulation No. I -A.
B.2. Exercise Period of the Capital Increase Other Than MESOP Program
The plan of Capital Increase Other Than MESOP Program will be exercised after being approved
by the Company’s Independent Shareholders which will be requested through the Company’s
EGMS , which is planned to be held on 15 June 2026 (or other date in accordance with the
provisions of laws and regulations) and does not exceed a period of 2 (two) years starting from
the date 15 June 2026 where the Company holds a GMS approving the plan to exercise the
Capital Increase Other Than MESOP Program until 15 June 2028 . The Company will exercise
the Capital Increase Other Than MESOP Program plan in accordance with the provisions of the
Company's Articles of Association and prevailing laws and regulations, including OJK Regulation
No. 14/2019and Regulation No. I -A.
B.3. Determination Exercise Price of PMTHMETD New Shares
The determination of the exercise price of the PMTHMETD New Shares will be determined by
the Board of Directors with reference to the provisions of Point V.1 of Appendix II of Regulation
No. I -A, where the exercise price of the PMTHMETD New Shares is determined at least 90%
(ninety percent) of the average closing price of the Company's shares during a period of 25
(twenty-five) consecutive Exchange Day in the regular market prior to the date of the application
for listing of the PMTHMETD New Shares done .
B.4. Analysis and Review of the Company's Financial Condition Prior and After the Capital
Increase Other Than MESOP Program
In connection with the plan on Capital Increase Other Than MESOP Program , the following are
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the assumptions for preparation of the Company’s pro forma consolidated financial statements:
• The exercise price of the PMTHMETD New Shares is assumed to be Rp382 per share
which is the closing price of the Company’s share as of 24 April 2026 ; and
• All of the 3,000,000,000 ( three billion) of PMTHMETD New Shares have been issued.
With the above assumptions, the financial statement items that are expected to change are:
1. Cash and cash equivalents: the use of proceeds of PMTHMETD that will be received
amounted to Rp 1,146,000 million, which will be further increase the Company’s cash. This
cash will be used by the Company for working capital in accordance with the plan for the
use of proceeds in PMTHMETD, including but not limited to sales and marketing activities,
product development, operational activities (including maintenance costs or other
operational expenses), and the a ddition of supporting facilities of the Company's
business (including technology updates).
2. Current assets and total assets: increase in cash led to an increase in current assets to
Rp 10,343,181million and total assets to Rp 18,946,778 million.
3. Share capital: with the additional capital from PMTHMETD, the Company’s share capital
will increase by Rp 750 ,000 million or to Rp 34,710,721million.
4. Additional paid -in capital: the additional capital from PMTHMETD above the nominal
value of shares will increase the additional paid -in capital by Rp396 ,000 million to
Rp 4,389,164 million.
5. Total equity: the increase in share capital and additional paid -in capital will result in the
increase in the Company’s total equity from Rp 1,146,000 million to Rp 10,600 ,333 million.
The following is a comparison of the financial position as of 31 December 2025 with the pro
forma financial position before and the financial position assuming the Capital Increase Other
Than The MESOP Program has been executed:
Financial Position Before Capital Increase Other After Capital Increase Other
(in million Rp ) Than MESOP Program Than MESOP Program
Asset
Cash and cash equivalent 1,542,233 2,688 ,233
Current assets other than cash and
7,654,948 7,654 ,948
cash equivalent
Non -current assets 8,603,597 8,603 ,597
Total assets 17,800,778 18,946 ,778
Liabilities
Current liabilities 7,102,062 7,102,062
Non -current liabilities 1,244,383 1,244,383
Total liabilities 8,346,445 8,346 ,445
Share capital 33,960,721 34,710,721
Additional paid -in capital 3,993,164 4,389,164
Equity other than share capital and
(28,499,552) (28,499,552)
additional paid -in capital
Total equity 9,454,333 10,600,333
Total liabilities and equity 17,800,778 18,946,778
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After the Capital Increase Other Than MESOP Program, total of assets and equity of the
Company will increase 6% and 12%, respectively, due to the funds obtained from the Capital
Increase Other Than MESOP Program.
The following is the result of the PMTHMETD exercise on the ratios that are important to the
Company:
Important Financial Ratios (times) Before Capital Increase After Capital Increase Other
Other than MESOP Program than MESOP Program
Total liabilities / total assets 0.47 0.44
Total liabilities / total equity 0.88 0.79
The Company’s liabilities to assets ratio decreased from 0.47 times to 0.44 times, and the
Company’s liabilities to equity ratio decreased from 0.88 times to 0.79 times.
B.5. Description of Prospective Investor of Capital Increase Other Than MESOP Program
In connection with the Capital Increase Other Than MESOP Program, PMTHMETD New Shares
will be issued to one or several investors who intend to own PMTHMETD New Shares , which on
the date of this Information Disclosure published have not been determined by the parties so
that they cannot be disclosed in this Information Disclosure .
In accordance with the provisions of Articles 44B and 44C of OJK Regulation No. 14/2019, in the
event that the Capital Increase Other Than MESOP Program is an affiliated transaction and/or
a conflict -of-interest transaction , the Company is exempted from following the provisions of
affiliated transactions and/or conflict of interest transactions as referred to in OJK Regulation
No. 42/2020.
Information regarding potential investors including the existence or absence of an affiliate
relationship between potential investors and the Company will be disclosed to shareholders in
accordance with the provisions of Article 43A OJK Regulation No. 14/2019, where the Company
will announce the implementation of the Capital Increase Other Than MESOP Program at the
latest 5 (five) Business Days prior to the implementation of the Capital Increase Other Than
MESOP Program.
C. Listing of New Shares
In accordance with Regulation No. I -A, the Company will submit an Application for Listing of
Additional Shares to IDX no later than:
a. 10 (ten) Exchange Days before the date of listing of additional shares in connection with
MESOP Program; and
b. 6 (six) Exchange Days before the date of listing of additional s hares in connection with
Capital Increase Other Than MESOP Program .
D. Details of Capital Structure and Shareholding Composition of the Company in
connection with the Implementation of the Proposed Transaction
With reference to the Articles of Association and the Company’s Shareholder Register as of 30
April 2026 issued by BAE on 2 May 2026 , the following is the proforma capital and composition
of Company’s Shareholder composition before and after issuance of New Shares:
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Before the Issuance of the New Shares After the Issuance of the New Shares
Description Nominal Value Rp250 per share Nominal Value Rp250 per share
Share s Nominal Value (Rp) % Shares Nominal Value (Rp) %
Authorized Capital 400 ,000 ,000 ,000 100,000 ,000 ,000 ,000 - 400 ,000 ,000 ,000 100,000 ,000 ,000 ,000 -
Issu ed and Paid - up Capital Issued and Paid - up Capital
PT Global Investama Andalan* 104,009,002,820 26,002,250,705,000 75.80 104,009,002,820 26,002,250,705,000 73.13
Board of Commissioners & Board of
543,657,791 135,914,447,750 0.40 543,657,791 135,914,447,750 0.38
Directors
Public (each ownership below 5%) 32,666,325,078 8,166,581,269,500 23.80 32,666,325,078 8,166,581,269,500 22.97
MESOP Program New Shares - - - 2,000,000,000 500,000,000,000 1.41**
PMTHMETD New Shares - - - 3,000,000,000 750 ,000,000,000 2.11***
Total Issued and Paid -up Capital 137,218,985,689 34,304,746,422,250 100.00 142,218,985,689 35 ,554 ,746 ,422 ,250 100 .00
Number of Shares in Portfolio 262,781,014,311 65,695,253,577,750 - 25 7,781,014,311 64,445 ,253 ,577,750 -
Note:
*C ontroller of the Company.
**With the assumption all MESOP Program are executed and related MESOP Program New Shares are issued.
***With the assumption all PMTHMETD New Shares are subscribed.
The number of shares of the Company owned by members of the Board of Commissioners and
Board of Directors of the Company based on the Company’s Shareholder s Register as of 30
April 2026 issued by BAE on 2 May 2026 are as follows:
Number of Percentage
No. Name Position
Shares (%)
1 Martin Basuki Hartono President Commissioner - -
2 Imron Hendrata Vice President Commissioner 223,110,820 0.163
3 Dr. Ir. Kusmayanto Kadiman Independent Commissioners - -
4 Suryadi Sasmita Independent Commissioners - -
5 Kusumo Martanto President Director 183,122,661 0.133
6 Hendry Director 42,543,391 0.031
7 Lisa Widodo Director 39,626,991 0.029
8 Eric Alamsjah Winarta Director 3,537,214 0.003
9 Andy Untono Director 5,078,614 0.004
10 Ronald Winardi Director 46,638,100 0.034
As of the date of this Information Disclosure , the beneficial owner of the Company is Robert Budi
Hartono. The beneficial owner of the Company has been reported to the MOL on 12 January
2023 pursuant to Presidential Regulation of the Republic of Indonesia No. 13 of 2018 concerning
the Implementation of Know-Your-Beneficial -Owner Principle by Corporation for The Purpose
of Prevention and Eradication of Money Laundering and Terrorism Financing in conjunction with
Regulation of the Minister of Law and Human Rights of the Republic of Indonesia No. 15 of 2019
on Implementing Procedures for the Application of Know -Your-Beneficial -Owner Principles by
Corporations.
Since the time the Company has listed its shares on the IDX on 8 November 2022, it has never
taken any corporate action in the form of a buyback of the Company’s shares and hence at the
time when this Information Disclosure is issued, the Company does not own any treasury shares .
E. Risk and Impacts of the Proposed Transaction on Shareholders
With the number of New Shares issued in connection with the Proposed Transaction as
disclosed in this Information Disclosure , the Shareholders of the Company will have share
dilution of ownership proportionally with a maximum of 3.52% (three point five two percent ), with
details as follows:
a. the issuance of all MESOP Program New Shares will cause the Company's Shareholders
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to have share dilution of ownership proportionally as much as 1.41% (one point four one
percent ); and
b. the issuance of all PMTHMETD New Shares will cause the Company's Shareholders to
have share dilution of ownership proportionally as much as 2.11% ( two point one one
percent ).
Considering that t he dilution that will be affected by the Company's current Shareholders is
relatively small and the exercise price will be determined in accordance with the prevailing laws
and regulations in the capital market, the Proposed Transaction is expected not to cause any
loss to the existing shareholders. On the other hand, the Company's capital structure will
become stronger, which in turn will improve added value for the Company's Shareholders.
F. Use of Proceeds
With due observance to the prevailing laws and regulations, all proceed received by the
Company from the execution of the Proposed Transaction , after deducting costs related to the
Proposed Transaction, will be used by the Company as a 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, operational activities (including maintenance
costs or other operational expenses), and the additi on of supporting facilities of the Company’s
business (including technology updates). Such technology upgrades include, but not limited to,
the development of AI (artificial intelligence), machine learning, automation technology,
platform integration, and other technologies supporting the Company’s business activities.
The Company may adjust the use of proceeds in accordance with the actual needs of the
Company at the time of the implementation of the Proposed Transaction. In the event that
changes and adjustments to the use of proceeds of the Proposed Transaction are to be made,
the Board of Directors of the Company shall propose such changes to the Board of
Commissioners of the Company in order to first obtain the approval of the Board of
Commissioners for the proposed changes to the use of proceeds of such Proposed Transaction .
In the event, the realization of the use of proceeds from the Proposed Transaction is a material
transaction as stipulated in OJK Regulation No. 17/2020, the Company must comply with the
provisions as stipulated in OJK Regulation No. 17/2020. Furthermore, if the plan to use the funds
will be carried out with affiliated parties of the Company and/or is a transaction that contains a
conflict of interest, the Company is obliged to pay attention to and comply with OJK Regulation
No. 42/2020.
V. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The information described in this Information Disclosure has been approved on 11June 2026 by the
Board of Commissioners and Board of Directors of the Company, who are responsible for the validity
of all the information disclosed. The Board of Commissioners and Board of Directors of the Company
hereby declare that all material information and o pinions expressed in this Information Disclosure are
true and accountable and no other information that has not been disclosed may lead to incorrect or
misleading information. The Board of Commissioners and Board of Directors of the Company have
reviewed t he Proposed Transaction, including assessing the risks and benefits of the Proposed
Transaction for the Company and all Shareholders. Therefore, based on trust and confidence that the
Proposed Transaction is the best choice 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 outlined in this Information Disclosure .
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VI. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions of the prevailing laws and regulations, this Proposed Transaction will
be requested for approval at the Company’s EGMS which will be held on:
Day, Date : Monday , 15 June 2026
Time : 09 .00 – 10.00 a.m. Western Indonesian Time
Venue : Wisma Barito Pacific II 8th Floor
Jl. Letjen S. Parman Kav. 60, Slipi, West Jakarta 11410
The agenda of the EGMS related to the Proposed Transaction are as follows:
- 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 ammended 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 connection with the Company’s management and employee
stock ownership program (“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 other than under the 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.
Furthermore, the Company has announced the EGMS through the I DX’s website, i.e., www.idx.co.id,
eASY.KSEI website through https://akses.ksei.co.id and the Company’s website,
https://about.blibli.com, respectively on 28 April 2026 .
The provisions of attendance quorum and approval quorum as required under Article 8A paragraphs
(2) and (3) of OJK Regulation No. 14/2019and Article 23 paragraph (9) of Articles of Association of the
Company, are as follows:
1. EGMS can be held if the EGMS is attended by more than 1/2(half) of the total number of shares
with valid voting rights owned by Independent Shareholders and Shareholders who are not
affiliated parties with public companies, members of the Board of Directors, members of the
Board of Commissioners, major Shareholders, or controllers.
2. The resolution of the EGMS as referred to in number 1 is valid if approved by more than 1/2(half)
of the total number of shares with valid voting rights owned by Independent Shareholders and
Shareholders who are not affiliated parties with public companies, members of the Board of
Directors, members of the Board of Commissioners, major Shareholders, or controller.
3. In the event that the quorum of the first EGMS is not achieved , the second EGMS can be held
if the EGMS is attended by more than 1/2 (half) of the total number of shares with valid voting
rights owned by Independent Shareholders and Shareholders who are not affiliated parties with
a public company, members of the Board of Directors, members of the Board of Commissioners,
major Shareholders, or controller.
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4. The resolution of the second EGMS is valid if approved by more than 1/2(half) of the total shares
with valid voting rights owned by Independent Shareholders and Shareholders who are not
affiliated parties with a public company, members of the Board of Directors, members of the
Board of Commissioners, major Shareholders, or controllers.
5. In the event that the quorum of attendance at the second EGMS is not reached, the third EGMS
can be held provided that the third EGMS is valid and has the right to make decisions if attended
by Independent Shareholders and Shareholders who are not affiliated parties with a public
company, members of the Board of Directors, members of the Board of Commissioners, major
Shareholders, or controllers of shares with valid voting rights, in the quorum of attendance set
by OJK at the request of a public company.
6. The resolution of the third EGMS is valid if approved by the 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, or controllers
representing more than 50% (fifty percent) of the shares owned by the Shareholders
independence and Shareholders who are not affiliated parties with a public company, members
of the Board of Directors, members of the Board of Commissioners, major Shareholders, or
controlle rs who attend the EGMS.
7. The EGMS must be held in accordance with the provisions as stipulated in OJK Regulation No.
15/2020, OJK Regulation No. 14/2025 and the Articles of Association of the Company. The
Company’s Articles of Association do not stipulate a quorum for attendance and decision -
making greater than what is already regulated in Article 44 of OJK Regulation No. 15/2020.
For information, the key dates to be noted in relation to the convening of the Company’s EGMS are as
set out in the table below:
Activity Date
Notification of the EGMS agenda to OJK 21 April 2026
Announcement to the Company’s Shareholders 28 April 2026
Information Disclosure in relation to the PMTHMETD 28 April 2026
Recording date for Shareholders entitled to attend the EGMS 12 May 2026
Notice of EGMS to the Shareholders 13 May 2026
Changes and/or Additional Information on Information Disclosure in connection with
11Jun e 2026
PMTHMETD
EGMS 15 Jun e 2026
Summary of the minutes of the EGMS 18 Jun e 2026
Minutes of the EGMS submitted to OJK 15 Jul y 2026
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VII. ADD ITIONAL INFORMATION
For Shareholder who require further information in connection with this Information Disclosure,
regarding the matters mentioned above may contact the Company on Business Days at 09.00 a.m.
Western Indonesian Time unt il 17.00 p.m. Western Indonesian Time, at the following address:
Branch Office:
Gedung Sarana Jaya
Jl. Budi Kemuliaan I No. 1, Central Jakarta 10110
Telp. (021) 50881370
Website: https://about.blibli.com
Email: corp.sec@gdn -commerce.com
Jakarta, 11June 2026
PT Global Digital Niaga Tbk
Board of Directors
24
Names mentioned 64 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×2
unresolved
org
Indonesia Stock Exchange
p.1 ×2
unresolved
org
PT Datindo Entrycom
p.3
unresolved
org
Global Distribution Niaga Pte. Ltd.
p.3
unresolved
org
PT Global Distribusi Nusantara
p.3
unresolved
org
PT Global Kassa Sejahtera
p.3
unresolved
org
PT Promoland Indowisata
p.3
unresolved
org
PT Global Distribusi Paket
p.3
unresolved
org
PT Global Tiket Network
p.3
unresolved
org
PT Global Teknologi Niaga
p.3
unresolved
org
PT Rajawali Inti Selular
p.3
unresolved
org
PT Global Distribusi Pusaka
p.3
unresolved
org
PT Global Astha Niaga
p.3
unresolved
org
PT Global Danapati Niaga
p.3
unresolved
org
PT Global Harapan Nawasena
p.3
unresolved
org
PT Dekoruma Inovasi Lestari
p.3
unresolved
org
PT Global Elektronik Mitraprana
p.4
unresolved
org
PT Global Properti Sahasakti
p.4
unresolved
org
PT Globalnet Aplikasi Indotravel
p.4
unresolved
org
Global Tiket Network Canada Inc.
p.4
unresolved
org
Tiket Network Pte. Ltd.
p.4
unresolved
org
Tiket International Network Pvt. Ltd.
p.4
unresolved
org
Global Tiket Malaysia Sdn. Bhd.
p.4
unresolved
org
PT Supra Investama Mandiri
p.4
unresolved
org
PT Supra Mas Mandiri
p.4
unresolved
org
PT Supra Kreatif Mandiri
p.4
unresolved
org
PT Dekoruma Niaga Sejahtera
p.4
unresolved
org
PT Pindaruma Casa Sentosa
p.4
unresolved
org
PT Solusi Ruma Sentosa
p.4
unresolved
org
PT Digital Mebelindo Cemerlang
p.4
unresolved
org
PT Global Inti Nawasena
p.4
unresolved
org
PT Global Distribusi Vitara
p.4
unresolved
org
Government of the Republic of Indonesia
p.4 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
Ministry of Law
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×2
unresolved
org
Minister of Justice
p.4
unresolved
org
PT Datindo Entrycom. Independent
p.5
unresolved
org
and/or (iii) the senior management
p.5
unresolved
—
15/2020
p.5
unresolved
—
17/2020
p.5
unresolved
—
42/2020
p.5
unresolved
person
Christina Dwi Utami
· Notaris
p.8 ×3
unresolved
person
Eliwaty Tjitra
· Notaris
p.11
unresolved
org
PT Global Investama Andalan
p.12 ×3
unresolved
org
PT Global Digital Prima
p.13
unresolved
person
Daniel Amdhani Judistira
p.14
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