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20240808_GOTO_Pemanggilan RUPS_31693235_lamp2.pdf
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INVITATION
OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT GOTO GOJEK TOKOPEDIA Tbk (the "Company")
The Board of Directors of the Company hereby invites the shareholders of the Company to attend the Extraordinary
General Meeting of Shareholders (“EGMS”) of the Company which will be convened on:
Day/Date : Friday, August 30, 2024
Time : 09.00 AM – 11.30 AM Western Indonesian Time
Venue : GoTo Office, Pasaraya Blok M Building, 3rd floor, Jl. Iskandarsyah II No. 2, South
Jakarta 12160
Mechanism : Electronic meeting through eASY.KSEI platform and physical meeting with
limited attendance, up to 50 persons, on a first come first serve basis, due to a
room capacity limitation.
The Agenda of the EGMS are as follows:
No. Agenda Explanation Voting Rights Ratio for
Series B
1. Approval on the increase of capital In accordance with the Additional Information to the To approve this Agenda,
without pre-emptive rights at a Disclosure of Information that has been announced by the voting right ratio for
maximum of 10% of the Company’s the Company on June 7, 2024, and the Revised Series B Shares is 30
issued and paid-up capital (“NPR”). Invitation of the Annual General Meeting of votes for every Series B
Shareholders (“AGMS”) of the Company which was Share.
announced by the Company on June 7, 2024, where the
Company has stated that the Company has postponed
the discussion of the sixth Agenda of the AGMS of the
Company, namely NPR, and therefore, in relation to the
expiration of the previous NPR approval period on June
30, 2024, the Company intends to seek a new approval
from the shareholders for the NPR as stipulated under
Article 25 paragraph (1) of OJK Regulation No.
22/POJK/04/2021 on the Implementation of Share
Classifications with Multiple Voting Rights by Issuer with
Innovation and High Growth Rate that Conducts Share
Equity Securities Public Offering (“POJK 22/2021”).
This Agenda is conducted in order to comply with POJK
22/2021, in which if the NPR is executed, then such
NPR will amend Article 4 paragraph (2) of Articles of
Association of the Company as the result of realisation
of the NPR.
Based on Article 25 paragraph (1) letter b of POJK
22/2021, the Company may increase its capital without
pre-emptive rights at a maximum of 10% of its issued
and paid-up capital within a 1 (one) year period of the
date of the shareholders’ approval. This approval
submitted to the shareholders is not intended to indicate
that the Company will immediately implement the NPR,
however, if it is deemed necessary and a suitable
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No. Agenda Explanation Voting Rights Ratio for
Series B
opportunity for the Company arises, the Company may
decide to conduct NPR for the purpose of obtaining
funding in the best interests of the Company and its
subsidiaries.
2. Approval on the amendment of the This Agenda is submitted for the amendment of the To approve this Agenda,
Company’s Articles of Association Company’s Articles of Association in connection with the voting right ratio for
in relation to implementation of the the EGMS Agenda number 1. The amendment of the Series B Shares is 30
NPR. Company’s Articles of Association in relation to the votes for every Series B
increase of issued and paid-up capital relating to the Share.
NPR as discussed in the EGMS Agenda number 1 will
only be implemented if the increase of issued and paid-
up capital through NPR is conducted by the Company.
3. Approval of the Company’s plan to Pursuant to Law No. 40 of 2007 on Limited Liability To approve this Agenda,
reduce capital by canceling all of Companies as amended from time to time and OJK holders of Series B
the treasury shares of the Company Regulation No. 29 of 2023 on the Buyback of Shares Shares have the same
from the shares bought back by the Issued by Public Companies (“POJK 29/2023”), in voting rights as holders of
Company and recorded as of accordance with the provisions of Article 21 letter b of Series A Shares, i.e. 1
December 31, 2023 (“Capital POJK 29/2023, the shares resulting from the buyback share represents 1 vote.
Reduction”), which will result in the can be transferred by cancelling them by way of
amendment of Articles of capital reduction. The reduction of the Company’s
Association of the Company due to issued and paid-up capital by cancelling the
the reduction of the Company’s Company's treasury shares must obtain the
issued and paid-up capital. approval of the Company’s shareholders.
The Company intends to seek approval from the
shareholders in the EGMS in connection with the
Company’s Capital Reduction plan by cancelling all of the
treasury shares of the Company from the shares bought
back by the Company and recorded as of December 31,
2023, amounting to 10,264,665,616 Series A Shares
which are the shares bought back and held by the
Company (“Company’s Treasury Shares”). These
Company’s Treasury Shares were previously acquired
by the Company through buyback from the
shareholders prior to the Initial Public Offering of the
Company in 2021 and buyback under the Greenshoe
option by the Company with the purpose of stabilizing
the Initial Public Offering price after the Company’s
shares were listed in 2022. Should the reduction of
capital be implemented, the Company’s total
outstanding shares will decrease by 0.85% (zero point
eighty five percent).
The Capital Reduction will result in the Amendment to
the Company’s Articles of Association, specifically to
Article 4 paragraph (2) of the Company’s Articles of
Association in relation to the Company’s paid-up and
issued capital as a result of the realization of the Capital
Reduction.
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No. Agenda Explanation Voting Rights Ratio for
Series B
4. Approval on the resignation of Mr. Pursuant to Article 17 paragraph (3) of the Company’s To approve this Agenda,
Wei-Jye Jacky Lo as a Director of Articles of Association juncto Article 3 paragraph (1) of the voting right ratio for
the Company. OJK Regulation No. 33/POJK.04/2014 on Board of Series B Shares is 30
Directors and Board of Commissioners of Issuer or votes for every Series B
Public Company (“POJK 33/2014”), the members of the Share.
Board of Directors are appointed and dismissed by the
general meeting of shareholders.
Furthermore, based on Article 17 paragraph (9) of the
Company’s Articles of Association juncto Article 8 and
Article 9 of POJK 33/2014, the resignation of a Director
must obtain approval from the shareholders and be
published in a disclosure of information to the public no
later than 2 (two) business days after the resignation
letter is received.
As disclosed by the Company on Wednesday, July 17,
2024, through a disclosure of information published on
the Company’s and the Indonesian Stock Exchange’s
websites, the Company has received the resignation
letter from Mr. Wei-Jye Jacky Lo from his position as a
Director of the Company, dated July 16, 2024.
In respect of the above, the Company seeks approval
from the shareholders for the resignation of Mr. Wei-Jye
Jacky Lo as a Director of the Company.
5. Approval on the appointment of Mr. Pursuant to Article 17 paragraph (3) of the Company’s To approve this Agenda,
Simon Tak Leung Ho as a Director Articles of Association juncto Article 3 paragraph (1) of the voting right ratio for
of the Company. POJK 33/2014, members of the Board of Directors are Series B Shares is 30
appointed and dismissed by the general meeting of votes for every Series B
shareholders. With reference to such provisions, the Share.
Company proposes to seek shareholders’ approval on
the appointment of a new Director of the Company,
namely Mr. Simon Tak Leung Ho, who will replace Mr.
Wei-Jye Jacky Lo.
In accordance with the provisions of Article 17
paragraph (6) of the Company’s Articles of Association,
the effective term of service of Mr. Simon Tak Leung Ho
will continue the remaining term of Mr. Wei-Jye Jacky
Lo, who has resigned, from the closing of the EGMS
until the closing of the 3rd AGMS after this EGMS (in
this case, 2027), without prejudice to the right of the
GMS to dismiss said individual at any time in
accordance with Article 17 paragraph (3) of the
Company’s Article of Association.
Accordingly, pursuant to the EGMS Agenda Number 4
and Number 5, the composition of the Company’s Board
of Commissioners and Board of Directors will be as
follows:
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No. Agenda Explanation Voting Rights Ratio for
Series B
Board of Commissioners:
- President Commissioner: Mr. Agus D. W.
Martowardojo
- Commissioner: Mr. Garibaldi Thohir
- Commissioner: Mr. Winato Kartono
- Commissioner: Mr. Wishnutama Kusubandio
- Independent Commissioner: Mr. Dirk Van den
Berghe
- Independent Commissioner: Ms. Marjorie Tiu Lao
- Independent Commissioner: Mr. John A. Prasetio
Board of Directors:
- President Director: Mr. Sugito Walujo
- Vice President Director: Mr. Thomas K. Husted
- Director: Mr. Simon Tak Leung Ho
- Director: Mr. Hans Patuwo
- Director: Ms. Catherine Hindra Sutjahyo
- Director: Mr. Pablo Malay
- Director: Ms. Nila Marita Indreswari
The curriculum vitae of Mr. Simon Tak Leung Ho is
announced simultaneously with this EGMS invitation on
the Company’s website.
Note:
1. The EGMS Announcement was announced by the Company on July 24, 2024, on the IDX's website, the
Company’s website and KSEI Electronic General Meeting System ("eASY.KSEI") platform.
2. The Company will not send a separate invitation to each shareholder of the Company, thus this invitation shall
be treated as the official invitation for the shareholders of the Company. Shareholders who intend to attend the
EGMS physically will be subject to the mechanism stipulated in point 10 below.
3. Shareholders entitled to attend the EGMS are the shareholders of the Company whose names are registered in
the Register of Shareholders of the Company and/or the shareholders of the Company in sub-securities
accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) on August 7, 2024, at the close of stock trading
closure on the IDX until 4.00 PM Western Indonesian Time (“Eligible Shareholders”).
4. Materials related to the EGMS are available and accessible through the Company's website on
https://www.gotocompany.com/investor-relations/gms and eASY.KSEI on easy.ksei.co.id, as of the date of the
invitation until the date of the EGMS. The Company will not provide hard copy documents to the shareholders.
5. The EGMS will be held physically with limited attendance and electronically through eASY.KSEI platform,
pursuant to the provisions of OJK Regulation No. 16/POJK.04/2020 regarding the Implementation of Electronic
General Meetings of Shareholders of Publicly-listed Companies. Due to the maximum room capacity
limitation, the physical attendance is limited to 50 participants, on a first come first serve basis.
6. The participation of the shareholders in the EGMS can be conducted through the following mechanism:
(a) electronic attendance at EGMS through eASY.KSEI platform; or
(b) physical attendance at EGMS, which limited up to 50 shareholders or its proxies (first come first
serve basis).
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7. Electronic EGMS attendance procedure:
(a) The Eligible Shareholders must first be registered in the KSEI's Securities Ownership Reference facility
("AKSes KSEI"). In the event that the Shareholder has not registered, please register through the website
https://akses.ksei.co.id.
(b) Eligible Shareholders may declare their attendance until no later than August 29, 2024, at 12.00 PM
Western Indonesia Time ("Deadline for Attendance Declaration").
(c) The following parties shall register their attendance through the eASY.KSEI platform on the date of the
EGMS from 08.00 AM until 09.00 AM Western Indonesia Time:
(i) the Eligible Shareholders that have not declared their electronic attendance until the Deadline for
Attendance Declaration;
(ii) the Eligible Shareholders that have declared their electronic attendance but have not cast their votes
until the Deadline for Attendance Declaration;
(iii) the individual representatives and the independent party appointed by the Company (i.e., PT Datindo
Entrycom as the Company's Share Registrar) that have received power of attorney from the Eligible
Shareholders but the relevant shareholders have not cast their votes until the Deadline for Attendance
Declaration; and
(iv) the KSEI participants or intermediaries (custodian banks or securities companies) that have received
powers of attorney from the Eligible Shareholders that have cast their votes through the eASY.KSEI
platform.
(d) Eligible Shareholders who have given a declaration of attendance or power of attorney to the individual
representative or independent party and have determined the voting options for the EGMS agenda in
eASY.KSEI platform until the specified time limit, then the person concerned does not need to register
attendance electronically in eASY.KSEI platform.
(e) Any delay or failure in the electronic registration process for any reason will result in the Eligible
Shareholders or their proxies being unable to attend the EGMS electronically, and their shareholdings will
not be counted towards the attendance quorum.
8. Procedures for granting power of attorney:
(a) For the individual shareholders who are holding scriptless shares
The Company has prepared 2 (two) types of power of attorney, namely (i) Electronic Power of Attorney
("e-Proxy") which can be accessed electronically on the eASY.KSEI platform through http://www.ksei.co.id
and (ii) Conventional Power of Attorney.
(i) e-Proxy through eASY.KSEI - a system for granting a power of attorney provided by KSEI to facilitate
and integrate proxies from scripless shareholders whose shares are held in KSEI Collective Custody
to their proxies electronically. The attorney who is available at eASY.KSEI is an independent party
appointed by the Company. Any member of the BOD and the BOC as well as any employee of the
Company cannot act as the proxy of a shareholder in the GMS. Further information regarding the
independent proxies appointed by the Company can be accessed in eASY.KSEI platform through
http://www.ksei.co.id. The e-Proxy will be subject to the procedures, terms and conditions as set out
by KSEI. In accordance with the OJK Regulation No. 15/POJK.04/2020 regarding the Plan and
Implementation of the General Meeting of Shareholders of Public Companies, the power of attorney
shall be granted no later than 1 (one) business day prior to the holding of the EGMS.
(ii) Conventional Power of Attorney – the form which includes voting. The power of attorney that has
been completed and signed by the shareholders along with the supporting documents must be
submitted to the PT Datindo Entrycom, the Company’s Shares Registrar, at Jl. Hayam Wuruk No.
28, Jakarta 10210, Indonesia no later than August 29, 2024, at 12.00 PM Western Indonesia Time
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or through email at dm@datindo.com.
(b) For shareholders who are holding script shares
The Company has prepared a Conventional Power of Attorney – the form which includes voting. The power
of attorney that has been completed and signed by the shareholders along with the supporting documents
must be submitted to PT Datindo Entrycom, the Company’s Shares Registrar, at Jl. Hayam Wuruk No. 28,
Jakarta 10210, Indonesia no later than August 29, 2024, at 12.00 PM Western Indonesia Time or through
email at dm@datindo.com.
The form of the Conventional Power of Attorney and information regarding the independent proxies
appointed by the Company can be obtained through the Company’s website at
https://www.gotocompany.com/investor-relations/gms or by contacting the Corporate Secretary by email at
corpsecretary@gotocompany.com or to PT Datindo Entrycom, the Company’s Shares Registrar, at Jl.
Hayam Wuruk No. 28, Jakarta 10210, Indonesia.
(c) Only power of attorney that has been validated as shareholders of the Company are entitled to attend the
EGMS and will be counted in the quorum calculation for the voting.
Verification will be conducted physically by (i) PT Datindo Entrycom, the Company’s Shares Registrar, and
(ii) the Notary, before entering the EGMS room. Therefore, the appointed proxy through a conventional
power of attorney, either from the individual shareholders or the shareholders in the form of legal entities
must bring the original power of attorney and its supporting documents to the EGMS.
9. The Eligible Shareholders or their proxies can view the ongoing EGMS through a Zoom webinar by accessing
the eASY.KSEI menu, the Tayangan RUPS (GMS Video Streaming) submenu, on the AKSes KSEI platform
(https://akses.ksei.co.id/), subject to the following terms:
(a) the Eligible Shareholders or their proxies have been registered on the eASY.KSEI platform by no later than
August 29, 2024, 12:00 PM Western Indonesia Time;
(b) the EGMS video streaming has the capacity of up to 500 participants, and the participants’ attendance will
be determined on a first-come, first-served basis. The Eligible Shareholders or their proxies that cannot
view the EGMS through the EGMS video streaming will still be considered as validly attending the
electronic GMS and their share ownership and votes will be taken into account in the EGMS as long as
they have been registered on the eASY.KSEI platform;
(c) the Eligible Shareholders or their proxies who view the ongoing EGMS through the EGMS video streaming
but whose electronic attendance are not duly registered on the eASY.KSEI platform will not be considered
as validly attending the electronic EGMS and therefore their attendance will not be counted in the
attendance quorum for the EGMS; and
(d) to get the best experience in using the eASY.KSEI platform and/or the GMS video streaming, the
shareholders or their proxies are advised to use the Mozilla Firefox browser.
For shareholders who are unable to access through eASY.KSEI platform and shareholders who own script
shares, you can view the ongoing EGMS video streaming via Zoom link https://bit.ly/RUPSLBAgt24.
10. The Eligible Shareholders and its proxies, who will attend the EGMS physically, are required to show a copy of
their National Identity Card (KTP) or other evidence of identity both for the shareholders and their proxies to the
registration officer of the Company’s EGMS before entering the EGMS venue. Shareholders in the form of legal
entities shall submit a copy of their Articles of Association and its amendments respectively, including the latest
composition of the management. Shareholders whose shares have been registered in KSEI collective custody
shall bring the Written Confirmation for the EGMS which can be obtained from the securities companies or their
respective custodian banks, where the Eligible Shareholders have opened the securities account.
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11. In order to facilitate the arrangement and orderliness of the EGMS:
a. the shareholders or their proxies must arrive and register their attendance no later than 08.30 AM Western
Indonesian Time. The registration deck will close 30 minutes before the EGMS is started. Shareholders or
their proxy who arrive after the registration desk is closed or who are late in registering or fail to register
electronically for any reason, are deemed absent and will not be counted for the attendance quorum.
b. Shareholders or their proxy that has arrived at the EGMS venue, but cannot enter the venue due to the
limited room capacity, may still exercise their rights by granting power to an independent party appointed
by the Company (i.e. PT Datindo Entrycom as the Company's Share Registrar) by completing and signing
the power of attorney provided by the Company, so then they may still use their rights to attend and cast
vote in the EGMS by being represented by the independent party.
12. The Company does not provide food, beverages, and souvenirs.
Jakarta, August 8, 2024
PT GoTo Gojek Tokopedia Tbk
Board of Directors
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Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Wei-Jye Jacky Lo. In
p.3 ×4
unresolved
person
Agus D. W. Martowardojo
· President Commissioner
p.4 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
PT Datindo Entrycom
p.5 ×6
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