20240614_BELI_Ringkasan Risalah//Risalah RUPS_31661881_lamp3.pdf

AGMS

BOARD OF COMMISSIONERS:

Vice President Commissioner
Independent Commissioner
Independent Commissioner

BOARD OF DIRECTORS:
President Director

: Honky Harjo
: Dr. Ir. Raden Pardede
: Dr. Ir. Kusmayanto Kadiman

: Kusumo Martanto

Director : Hendry

Director : Lisa Widodo

Director : Eric Alamsjah Winarta
Director 1 Andy Untono
Director : Ronald Winardi
EGMS

BOARD OF COMMISSIONERS:

Vice President Commissioner
Independent Commissioner
Independent Commissioner
Independent Commissioner

: Honky Harjo

: Dr. Ir Raden Pardede

: Dr. Ir. Kusmayanto Kadiman
: Suryadi Sasmita

BOARD OF DIRECTORS:

President Director : Kusumo Martanto

Director : Hendry

Director : Lisa Widodo

Director : Eric Alamsiah Winarta
Director 1 Andy Untono
Director : Ronald Winardi

Chairman of the Meeting
The Meeting was chaired by Honky Harjo as Vice President Commissioner of the Company.
Attendance of the Shareholders

AGMS

AGMS for the whole agendas was attended by shareholders and its proxies which
represents 121472,594,768 (one hundred twenty-one billion four hundred seventy-two
million five hundred ninety-four thousand seven hundred sixty-eight) shares or 98.58944
(ninety-eight point five eight nine percent) of 123,210,496,616 (one hundred twenty-three
billion two hundred ten million four hundred ninety-six thousand six hundred sixteen)
shares which constitute all shares with valid voting rights issued by the Company.

EGMS

EGMS for the sole agenda was attended by independent shareholders and its proxies
representing 14,595,939,757 (fourteen billion five hundred ninety-five million nine hundred
thirty-nine thousand seven hundred fifty-seven) shares or 89.0754X (eighty-nine point zero
seven five percent) of 16,386,108,894 (sixteen billion three hundred eighty-six million one

hundred eight thousand eight hundred ninety-four) shares which constitute all
independent shares.

Meeting Decision Result

AGMS

1

First Agenda:

Approval and ratification of the Board of Directors report regarding the course of
business and financial management of the Company for the financial year ended on
December 31st, 2023, and approval and ratification of the Company's financial
statements including the balance sheet and profit/loss calculation of the Company
for the financial year ended on December 31st, 2023 which has been audited by an
independent public accountant, and approval of the Company's annual report, the
Board of Commissioner's supervision duty report of the Company for the financial
year ended on December 31st, 2023, as well as granting a full release and discharge
Of responsibilities (acguit et de charge) to members of the Board of Directors and
Board of Commissioners for the management and supervisory functions that have
been carried out during the financial year ended on December 31st, 2023.

Resolution:

Approved and ratified the Board of Directors report regarding the course of business
and financial management of the Company for the financial year ended on
December 31st, 2023, and approval and ratification of the Company's financial
statements including the balance sheet and profit/loss calculation of the Company
for the financial year ended on December 31st, 2023 which has been audited by an
independent public accountant, and approval of the Company's annual report, the
Board of Commissioner's supervision duty report of the Company for the financial
year ended on December 31st, 2023, as well as to grant a full release and discharge
Of responsibilities (acguit et de charge) to members of the Board of Directors and
Board of Commissioners for the management and supervisory functions that have
been carried out during the financial year ended on December 31st, 2023

Second Agenda:

Approval on determination of salary, honorarium and allowances for the Company's
Board of Directors and Board of Commissioners members for the financial year of
2024.

Resolution:

1. Granted power and authority to the Company's Board of Commissioners to
determine and specify the salary and other benefits of the Board of Directors
for the financial year of 2024, by taking into account the recommendations
from the Company's Nomination and Remuneration Committee, and

2. Determined the honorarium and/or other benefits of the Company's Board of
Commissioners for the financial year of 2024, in the maximum amount of
Rp7,762,500,000 (seven billion seven hundred sixty-two million five hundred

thousands Rupiah), and grant power and authority to the Company's Board of
Commissioners' meeting to determine the allocation, by taking into account
the recommendations from the Company's Nomination and Remuneration
Committee.

Third Agenda

Approval on appointment of an independent registered public accountant
(including a registered public accountant who is a member of an independent
registered public accounting firm) to audit the Company's books for the financial
year ended on December 3ist, 2024 and granting the authorization to the
Company's Board of Commissioners in determining the honorarium of the
independent public accountant and other terms of appointment.

Resolution:

1 Granted power and authority to the Board of Directors with the approval of the
Board of Commissioners to appoint a Public Accountant and/or Public
Accountant Firm with competence and experience, independent of the
Company and registered with the Financial Services Authority to audit the
Company's financial statements ends on December 31st, 2024 including the
determination of honorarium and other reguirements, by taking into account
the recommendations received from the Audit Committee and

2 Granted power and authority to the Board of Directors with the approval of the
Board of Commissioners to appoint a substitute Public Accountant and
terminate the appointed Public Accountant, should for whatever reason, in
accordance with the prevailing capital market regulations, the appointed
Public Accountant fails to continue/perform its duties.

Fourth Agenda

Submission of report on realization of the use of proceeds from the initial public
offering of the Company's until 31 December 2023.

There was no decision-making in the fourth agenda because it was a report
submission.

Fifth Agenda

Approval of the changes in the composition of the Company's Board of
Commissioners.

Resolution:

1. Approved to conduct change of composition of the Company's Board of
Commissioners by appointing Mr. Suryadi Sasmita as the Company's new
Independent Commissioner, effective from the closing of the AGMS, with the
term of office following the term of office of other members of the Board of
Commissioners who have served, without prejudice to the General Meeting of
Shareholders' right to dismiss him at any time, and

EGMS

1

Approved to grant power and authority to the Company's Board of Directors,
both individually and jointly, with the right of substitution to carry out any and
all necessary actions in connection with the decision, including but not limited
to stating/pouring the contents of the decision regarding the composition of
the members of the Company's Board of Commissioners and reaffirm the
composition of the members of the Company's Board of Directors and Board
of Commissioners as well as reaffirm the composition of the Company's
shareholders (if necessary) in deeds made before a Notary, as reguired by and
in accordance with the provisions of the applicable laws and regulations,
hereinafter to submit notification of changes to the Company's data to the
authorized agency, as well as carry out all and any necessary actions in
connection with the decision in accordance with applicable laws and
regulations.

Sole Agenda

Approval of the Company's plan to increase capital without pre-emptive rights with
a maximum of 7.634 (seven-point six three percent) of the Company's issued and
paid-up capital under 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 (“OJK Regulation 14/2019”) (hereinafter
referred to as “PMTHMETD)), consisting of:

a.

issuance of new shares in the framework of the Company's management and
employee share ownership program (“MESOP Program”) with a maximum
amount of 4,500,000,000 (four billion five hundred million) shares or 3.654
(three-point six five percent) of the Company's issued and paid-up capital, and

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 4,900,240,527 (four billion nine hundred million two
hundred forty thousand five hundred twenty-seven) shares or 3.984 (three-
point nine eight percent) of the Company's issued and paid-up capital.

Resolution:

Approved Capital Increase Without Pre-emptive Rights, in accordance with
Financial Services Authority Regulation Number 14/POJK.04/2019 concerning
Amendments to Financial Services Authority Regulation Number
32/POJK.04/2015 concerning Capital Increases for Public Companies with
Pre-emptive Rights, by issuing new shares in a maximum number of
9,400,240,527 (nine billion four hundred million two hundred forty thousand
five hundred and twenty seven) new shares or a maximum of 7.634 (seven
point six three 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 within the framework of the MESOP Program in
a MaXIMUM amount of 4,500,000,000 (four billion five hundred million)
shares or 3.654 (three-point six five percent) of the issued and paid-up
Capital of the Company, and

b. issuance of new shares of Capital Increase other than in the framework
of MESOP Program with a maximum amount of 4,900,240,527 (four
billion nine hundred million two hundred forty thousand five hundred
and twenty-seven) shares or 3.984 (three-point nine eight percent) of
the capital placed and paid up by the Company.

as stated in:

- Information Disclosure which was announced on May 7", 2024 as well
as Changes and/or Additional Information Disclosure which was
announced on June 7", 2024, both through PT Bursa Efek Indonesia
website and the Company's website,

as well as agreed 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, both
individually and jointly, with the right of substitution, to carry out any and all
actions necessary, deemed necessary/good and reguired in order to
implement PMTHMETD including but not limited to, implementation, legality
and /or the effectiveness of the MESOP Program and/or Additional Capital
Other than the MESOP Program, 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 Additional
Capital Other than the MESOP Program, and sign every document related to
the PMTHMETD, including but not limited to: to appear before anotary, restate
the decisions of the EGMS, and express the decisions of the EGMS 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 reguired by and in
accordance with statutory provisions and regulations in force in the Capital
Market, further to reguest approval and/or submit notification of the decisions
of the EGMS 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.

F.  Submission of @uestion and/or Opinions

The Meeting provides an opportunity to ask guestions and/or give opinions related to each
agenda.

AGMS
(i) — First Agenda:

In the First Agenda of the AGMS, there were no guestions and/or opinions raised by
shareholders and/or proxy of shareholders.

(ii) Second Agenda:

In the Second Agenda of the AGMS, there were no guestions and/or opinions raised
by shareholders and/or proxy of shareholders.

(iii) Third Agenda:

In the Third Agenda of the AGMS, there were no guestions and/or opinions raised
by shareholders and/or proxy of shareholders.

(iv)  Fourth Agenda:
In the Fourth Agenda, guestions and/or opinion raising was not conducted.
(v) Fifth Agenda:

In the Fifth Agenda of the AGMS, there were no guestions and/or opinions raised by
independent shareholders and/or proxy of independent shareholders.

EGMS
Sole Agenda:

In the Sole Agenda of the EGMS, there were no guestions and/or opinions raised by
independent shareholders and/or proxy of independent shareholders.

Mechanism for Adopting Resolutions

The vote count was carried out by way of deliberation for consensus. If deliberation for
consensus is not reached, then a vote shall be taken.

Vote counting will be 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.
16/POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders
by Publicly-Traded Companies (“POJK 16/2020”) and Articles of Association of the
Company.

Vote Counting Results

Respectively for the first to fifth agenda of the AGMS and the sole agenda of the EGMS,
there were votes taken as follows:

AGMS

1.

The First Agenda:

During the first agenda, the voting outcome is as follows:

Agenda

Agree

Disagree

Abstain

Total Votes
Agreed

First Agenda

121,408,819,368

4,400

63,771,000

121472590,368
(9929956)

More than 1/2
of the total
number of
votes  validly
cast at the
AGMS.

The Second Agenda:

During the second agenda, the voting outcome is as follows:

Agenda

Agree

Disagree

Abstain

Total Votes
Agreed

Second
Agenda

121,400,928,849

7,894,919

63,77,000

121464,699,849
(99.994)

More than 1/2
of the total
number of
votes  validly
cast at the
AGMS.

The Third Agenda:

During the third agenda, the voting outcome is as follows:

Agenda Agree Disagree Abstain Total Votes
Agreed
Third 121181721218 | 227,102,550 63771000 | 121245492218
Agenda (9981346)

More than 1/2
of the total
number of
votes validly
cast at the
AGMS.

The Fourth Agenda:

This agenda did not reguire the approval of the Company's shareholders so there
was no decision making and the AGMS' participants well-accepted the report on
realization of the use of proceeds from the initial public offering of the Company's
until 31 December 2023.

5. The Fifth Agenda:

During the fifth agenda, the voting outcome is as follows:
Agenda Agree Disagree Abstain Total Votes
Agreed
Fifth 121,408,819,368 4,400 63771000 | 121472,590,368
Agenda (99.99976)

More than 1/2
of the total
number of
votes  validly
cast at the

AGMS.
Extraordinary General Meeting of Shareholders
1. The Sole Agenda:
During the sole agenda, the voting outcome is as follows:
Agenda Agree Disagree Abstain Total Votes
Agreed
Sole Agenda | 14,525,614,788 70,324,969 lo 14,525,614,788

(88.646)

More than 1/2
of the total
number of
votes validly
cast at the
EGMS.

This summary of minutes is to comply with POJK 15/2020 and POJK 16/2020.

Jakarta, 18 June 2024
PT GLOBAL DIGITAL NIAGA TBK
Board of Directors