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20240607_GOTO_Pemanggilan RUPS_31648888_lamp3.pdf
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REVISED INVITATION
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT GOTO GOJEK TOKOPEDIA Tbk (the "Company")
The Board of Directors of the Company hereby announces to the shareholders of the Company that the
Company intends to convey the revision of the Invitation of the Annual General Meeting of Shareholders
(“AGMS”) and the Extraordinary General Meeting of Shareholders which includes agenda that require
Independent shareholders’ approval (“EGMS”, hereinafter with AGMS shall be referred to as the “GMS”)
of the Company which will be convened on the following details and the invitation previously announced
in the Company’s website eASY.KSEI and Indonesia Stock Exchange website on Monday, 20 May, 2024
(“GMS Invitation”) and the revision of the GMS Invitation is made to inform the adjustment of agenda of
the AGMS without result in any changes to the GMS date. For avoidance of doubt, there is no change to
the EGMS agenda.
Day/Date : Tuesday, June 11, 2024
Time : 09.00 AM – 12.30 PM Western Indonesian Time
Venue : Ballroom 3, Ritz Carlton Pacific Place, South Jakarta
Mechanism : Electronic meeting through eASY.KSEI platform and physical meeting
with limited attendance, up to 100 persons, on a first come first serve
basis, due to a room capacity limitation.
Referring to Article 19 paragraph (1) of OJK Regulation No. 15/POJK.04/2020 on Plan and
Implementation of General Meeting of Shareholders of Public Companies (“POJK 15/2020”), the
Company hereby informs on the adjustment of the AGMS agendas to the Shareholders. The revised and
restated agenda of the GMS are as follows:
No. Agenda Explanation Voting Rights
Ratio for Series
B
AGMS (REVISED AGENDA)
1. Approval on the Company’s annual The Company will provide the To approve this
report for the financial year of 2023 explanation to the shareholders or their Agenda, the voting
which has been reviewed by the Board proxies regarding the implementation of right ratio for
of Commissioners (“BOC”), including its business activity for the financial year Series B shares is
the approval of the consolidated ended on December 31, 2023 and the 30 votes for every
financial statements of the Company financial condition of the Company as Series B share.
and its subsidiaries for the financial year stated in the audited financial
which ended on December 31, 2023, statements of the Company for financial
which has been audited by public year ended on December 31, 2023 in
accounting firm of Purwantono, accordance with the provision of Article
Sungkoro & Surja (member firm of EY 11 paragraph (4) of the Articles of
global network) and granting full Association and Article 69 of Law No. 40
release and discharge (acquit et de of 2007 on Limited Liability Companies
charge) to all members of the Board of as amended by from time to time
Directors (“BOD”) and the BOC of the (“Companies Law”).
Company for their management and
supervisory duty carried out throughout Referring to the Article 11 paragraph 5
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No. Agenda Explanation Voting Rights
Ratio for Series
B
the financial year which ended on of the Company’s Articles of
December 31, 2023, provided that those Association, the ratification of the
actions are clearly reflected under the consolidated financial statements of the
Company’s annual report for the Company for the year ended on
financial year of 2023 and audited December 31, 2023 by the AGMS as
consolidated financial statements of the mentioned above provides full release
Company and its subsidiaries for the and discharge (acquit et de charge) to
financial year which ended on the members of the BOD and the BOC
December 31, 2023. of the Company on their management
and supervisory duties carried out
during such financial year, so long as
those actions are stated in the financial
statements, except for fraud and other
criminal actions.
2. Approval on determination of the salary This Agenda is conducted in order to To approve this
and benefit of the BOD and fulfill the provisions of Articles 96 and Agenda, the voting
determination of the honorarium and/or 113 of the Companies Law relating to right ratio for
benefit of the BOC for the financial year the determination of the remuneration of Series B shares is
of 2024. the BOD and the BOC of the Company 30 votes for every
in the financial year of 2024. Series B share.
3. Approval on the appointment of an This Agenda is conducted in order to To approve this
Independent Public Accountant and fulfill the provisions of Article 59 Agenda, the
Public Accounting Firm to audit the paragraph (1) of the Financial Services Series B
consolidated financial statements of the Authority (Otoritas Jasa Keuangan or shareholders have
Company for the financial year 2024. “OJK”) Regulation No. the same voting
15/POJK.04/2020 on the Plan and rights as the
Implementation of General Meeting of Series A
Shareholders of Public Companies and shareholders,
Article 11 paragraph (4) point d of whereby one
Articles of Association of the Company, share represents
where the Company proposes to re- one vote.
appoint Public Accounting Firm
Purwantono, Sungkoro & Surja
(member firm of Ernst & Young Global
Limited).
Pursuant to the provision of Article 3,
OJK Regulation No. 9/POJK.04/2023
on the Regulation of the Use of Public
Accountant and Public Accounting Firm
Services in the Financial Service
Activity, the appointment of a public
accountant must be based on the Audit
Committee’s assessment prior to the
recommendation to and approval from
the BOC to be conveyed for
shareholders’ approval in the GMS. The
assessment performed by the Audit
Committee includes but is not limited to
the assessment of the independence of
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No. Agenda Explanation Voting Rights
Ratio for Series
B
the public accountant and/or public
accounting firm which also takes into
account a review of the non-audit
services fees (which in financial year
2023 is below 10% of the annual audit
fee of the financial statements of
Company and its subsidiaries disclosed
in the Annual Report of 2023).
4. Report on the realization of the use of This Agenda is conducted in order to This Agenda does
proceeds resulting from the Initial Public fulfill the provisions of Article 6 not require voting
Offering. paragraph (1) and (2) of OJK Regulation and only a report
No. 30/POJK.04/2015 regarding to the
Realization Report on the Use of shareholders.
Proceeds from the Initial Public Offering
(“POJK 30/2015”). Based on POJK
30/2015, the Company must report the
realization of the use of proceeds from
its Initial Public Offering (“IPO”) in the
AGMS until such proceeds have been
fully utilized.
This Agenda is only a report and hence,
it does not need to be approved by the
shareholders.
5. Approval on the renewal of delegation of This Agenda is conducted in order to To approve this
authority to BOC for the issuance of new fulfill the provisions of Article 41 Agenda, the voting
shares which will be granted to paragraph (2) of the Companies Law. right ratio for
members of the BOD, members of the Series B shares is
BOC, and/or employees of the Please be informed and for the 30 votes for every
Company and its subsidiaries based on avoidance of doubt, as disclosed in the Series B share.
the Shares Ownership Program (“Share Company’s IPO prospectus, the
Ownership Program”). Company has established a Share
Ownership Program based on the
shareholders approval in December
2021, whereas the Company has
obtained the shareholders’ approval in
accordance with Article 28 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”). In connection with
the Share Ownership Program and
referring to the provisions of POJK
22/2021, the Company will issue the
right to participants of the Share
Ownership Program to take shares in a
maximum of 16,870,601,100 Series A
Shares or a maximum of 1.5% (one
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No. Agenda Explanation Voting Rights
Ratio for Series
B
point five percent) of the Company's
issued and paid-up capital, every year,
for a period of 10 years after the
effective date of the Company's IPO,
which is March 30, 2022. Furthermore,
the shareholders have also approved
the delegation of authority to BOC to
approve the issuance of shares for the
purposes of the Share Ownership
Program. Further, at the AGMS that was
held on June 30, 2023, the Company
has obtained approval to renew the
delegation of authority to the BOC,
which is valid until June 30, 2024. To
comply with Article 41 paragraph (2) of
the Companies Law and in order to
implement the Share Ownership
Program, the Company is seeking
approval from the shareholders to
renew the delegation of authority to
BOC for one year until June 11, 2025.
6. - Postponed -
7. Approval on the amendment of the This Agenda is submitted for the To approve this
Company’s Articles of Association in amendment of the Company’s Articles Agenda, the voting
relation to the increase of issued and of Association in connection with the right ratio for
paid-up capital pursuant to any AGMS Agenda number 5. The Series B shares is
implementation of the Shares amendment of the Company’s Articles 30 votes for every
Ownership Program. of Association in relation to the increase Series B share.
of issued and paid up capital of the
Company relating to the Share
Ownership Program as discussed in
AGMS Agenda number 5 will only be
conducted if the increase of issued and
paid up capital is implemented by the
Company.
EGMS (NO CHANGES)
1. Approval of the Company’s shares This Agenda is proposed in relation to To approve this
buyback plan in accordance with OJK the Company's plan to buy back the Agenda, the voting
Regulation No. 29 of 2023 on the Company's shares in accordance with right ratio for
Buyback of Shares Issued by Public POJK 29/2023 (“Share Buyback”). The Series B shares is
Companies (“POJK 29/2023”). Company will continuously prioritise 30 votes for every
prudent investment in the fundamentals Series B share.
of the business, while maintaining cost
discipline as the Company aims to
ensure that the Company’s growth can
be sustained over the long term. The
Share Buyback is conducted to ensure
that the Company has better flexibility
and optionality in managing capital and
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No. Agenda Explanation Voting Rights
Ratio for Series
B
maximising returns to shareholders.
The Share Buyback may be carried out
in stages within 12 (twelve) months
starting from the day after the EGMS of
the Company. The amount of funds
allocated for the Share Buyback shall be
up to IDR3,200,000,000,000 (three
trillion and two hundred billion Rupiah)
or equivalent to USD200,000,000 (two
hundred million United States Dollars)
with the assumption that USD1.00 is
equivalent to IDR16,000.
Full explanation on the Share Buyback
has been disclosed in the disclosure of
information in relation to the Share
Buyback that was published by the
Company on the IDX’s website and the
Company’s website through the
Company’s letter
No.046/GOTO/CS/JKT/V/2024 dated
May 3, 2024.
The refloat of the shares that results
from the Share Buyback may be subject
to the shareholders’ approval in the
future in accordance with the prevailing
laws and regulations.
2. Approval on the reappointment of Mr. Pursuant to Article 20 paragraph (2) of To approve this
Dirk Van den Berghe as an Independent the Company’s Articles of Association Agenda, the
Commissioner of the Company juncto Article 23 of OJK Regulation No. Series B
33/POJK.04/2014 on Board of Directors shareholders have
and Board of Commissioners of Issuer the same voting
or Public Company (“POJK 33/2014”), rights as the
members of BOC are appointed and Series A
shareholders,
dismissed by the general meeting of
whereby one
shareholders.
share
representing one
The term of office of the following vote.
members of the Company’s BOC:
3. Approval on the reappointment of Mr. 1. Mr. Dirk Van den Berghe as an To approve this
Garibaldi Thohir as a Commissioner of Independent Commissioner of the Agenda, the voting
the Company Company; right ratio for
2. Mr. Garibaldi Thohir as a Series B shares is
4. Approval on the reappointment of Mr. Commissioner of the Company; 30 votes for every
Wishnutama Kusubandio as a and Series B share.
Commissioner of the Company 3. Mr. Wishnutama Kusubandio as a
Commissioner of the Company,
will end at the closing of 2024’s AGMS.
Given the performance of the above
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No. Agenda Explanation Voting Rights
Ratio for Series
B
members of the BOC in support of the
Company’s performance, the Company
plans to reappoint these individuals as
members of the BOC. These
reappointments will be their second
term of office as BOC members of the
Company.
In respect of the above, the Company
seeks approval for the reappointment of
the above BOC members, with effective
term of office beginning at the closing of
the EGMS and ending upon the closing
of the 3rd AGMS after this EGMS (in this
case, 2027), without prejudice to the
rights of the GMS to dismiss these
individuals at any time in accordance
with Article 20 paragraph (2) of the
Company’s Articles of Association.
The curriculum vitae of Mr. Dirk Van den
Berghe, Mr. Garibaldi Thohir and Mr.
Wishnutama Kusubandio has been
published simultaneously with this
EGMS invitation on the Company’s
website on the date of this invitation.
5. Approval on the resignation of Mr. Andre With reference to the same article To approve this
Soelistyo as a Commissioner of the provisions as stated in the explanation Agenda, the voting
Company of the EGMS Agenda number 2, 3 and 4 right ratio for
and additionally based on Article 20 Series B shares is
paragraph (5) of the Company’s Articles 30 votes for every
of Association juncto Article 8 paragraph Series B share.
(3) and Article 27 of the POJK 33/2014,
the resignation and the appointment of
the BOC must obtain approval from the
shareholders.
As disclosed by the Company on May
20, 2024, the Company has received the
resignation letter from Mr. Andre
Soelistyo from his position as a
Commissioner of the Company dated
May 17, 2024.
In respect of the above, the Company
seeks approval from the shareholders
for the resignation of Mr. Andre
Soelistyo from his position as a
Commissioner of the Company.
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No. Agenda Explanation Voting Rights
Ratio for Series
B
6. Approval on the appointment of Mr. With reference to the same article To approve this
John A. Prasetio as an Independent provisions as stated in the explanation Agenda, the
Commissioner of the Company of the EGMS Agenda number 2, 3 and Series B
4, the Company proposes to change the shareholders have
Company’s BOC composition by the same voting
appointing one new Independent rights as the
Commissioner of the Company, Mr. Series A
shareholders,
John A. Prasetio, with effective term of
whereby one
office beginning at the closing of this
share
EGMS and ending upon the closing of representing one
the 3rd AGMS after this EGMS (in this vote.
case, 2027), without prejudice to the
rights of the GMS to dismiss this
individual at any time in accordance with
Article 20 paragraph (2) Articles of
Association of the Company.
In appointing the new Independent
Commissioner, the Company has
considered (i) the end of terms of office
of Mr. Robert Holmes Swan as an
Independent Commissioner of the
Company at the closing of the 2024
AGMS, (ii) the requirement to have a
minimum of 30% Independent
Commissioners of the total members of
the BOC pursuant to Article 20
paragraph (3) POJK 33/2014, and (iii)
the need to strengthen the BOC
supervisory function which supports the
Company’s performance and candidate
profile in accordance with the
qualifications and requirements to be an
Independent Commissioner of the
Company.
The curriculum vitae of Mr. John A.
Prasetio has been published
simultaneously with this EGMS
invitation on the Company’s website on
the date of this invitation.
7. Approval on the reappointment of Mr. Pursuant to Article 17 paragraph (3) of To approve this
Wei-Jye Jacky Lo as a Director of the the Company’s Articles of Association Agenda, the voting
Company juncto Article 3 paragraph (1) of POJK right ratio for
33/2014, members of BOD are Series B shares is
8. Approval on the reappointment of Mr. appointed and dismissed by the general 30 votes for every
Hans Patuwo as a Director of the meeting of shareholders. Series B share.
Company
The term of office of the following
9. Approval on the reappointment of Ms.
members of BOD:
Catherine Hindra Sutjahyo as a Director
1. Mr. Wei-Jye Jacky Lo as a Director
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No. Agenda Explanation Voting Rights
Ratio for Series
B
of the Company of the Company;
2. Mr. Hans Patuwo as a Director of
the Company; and
3. Ms. Catherine Hindra Sutjahyo as a
Director of the Company,
will end at the close of 2024 AGMS.
Given the performance of the above
Directors in support of the Company’s
performance, the Company plans to
reappoint the above members of the
BOD as members of the BOD.
In respect of the above, the Company
seeks approval on the reappointment of
the Company’s BOD members, with
effective term of office beginning at the
closing of the EGMS and ending upon
the closing of the 3rd AGMS after this
EGMS (in this case, 2027), without
prejudice to the rights of the GMS to
dismiss these individuals at any time in
accordance with Article 17 paragraph
(3) of the Company’s Articles of
Association.
Accordingly, pursuant to the EGMS
Agenda 2 - 9 and with the end of the
term of Mr William Tanuwijaya, Mr
Robert Holmes Swan, and Mrs. Melissa
Siska Juminto at the close of 2024
AGMS, the composition of the
Company’s BOC and BOD will be as
follows:
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
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No. Agenda Explanation Voting Rights
Ratio for Series
B
- Director: Mr. Wei-Jye Jacky Lo
- Director: Mr. Hans Patuwo
- Director: Ms. Catherine Hindra
Sutjahyo
- Director: Mr. Pablo Malay
- Director: Ms. Nila Marita
The curriculum vitae of Mr. Wei-Jye
Jacky Lo, Mr. Hans Patuwo and Ms.
Catherine Hindra Sutjahyo has been
announced simultaneously with this
EGMS invitation on the Company’s
website on the date of this invitation.
10. Independent shareholders’ approval of This Agenda is conducted in order to The Series B
Mr. Sugito Walujo, a member of the fulfill Article 5 paragraph (2) of the shareholders are
BOD of the Company, to become a Company’s Article of Association juncto not allowed to vote
Series B shareholder. Article 12 paragraph (5) of POJK on this agenda.
22/2021 relating to the determination of
the member of the BOD who has
significant contribution to the growth of
the Company’s business may become
the Series B shareholders if it is
approved by the Company’s
independent shareholders. There will
not be any new Series B shares issued
by the Company in relation to this
Agenda. In case the new MVS holders
plan to acquire the Series B shares,
then such Series B shares will be
acquired from the current MVS holders.
The Company has no plan to increase
the number of Series B shares or issue
new Series B shares to any MVS
holders, and as such there will be no
dilution.
The Company is a technology company
in a highly competitive, innovative and
dynamic industry. The Company is also
a newly listed company (2 years since
the first day of listing). The success of
the Company was driven by the vision
and mission of its founders who were
previously part of the management
team, however are now no longer
actively involved in the day to day
running of the Company. The current
management team, under Mr. Sugito
Walujo, now leads the Company and is
building on and developing the vision
and mission of the original founders.
The leadership, vision and mission of
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No. Agenda Explanation Voting Rights
Ratio for Series
B
the Company’s senior management,
particularly Mr. Sugito Walujo, as the
President Director, is critical for
ensuring the Company’s long term
sustainable growth. The Company
needs a strong and innovative leader,
and Mr. Sugito Walujo, who is also an
early investor in the Company, fulfills
such criteria. The MVS structure and the
appointment of Mr. Sugito Walujo as an
MVS holder will help to ensure the
continuity and alignment of the founders
and Company’s vision and mission and
it also shows the commitment of Mr.
Sugito Walujo to build the Company.
Mr. Sugito Walujo who is the President
Director of the Company is proposed to
become a Series B shareholder, as he
has served as the President Director
since June 2023. Mr. Sugito Walujo was
an early investor of the Company who
has been supporting the development of
the Company since its early days. Under
his leadership as the President
Director/CEO, the Company has
pursued long-term fundamental value
creation such as achievement of the
Adjusted EBITDA positive target in Q4
2023 as well as the commencement of
strategic partnership with TikTok. In
addition, as an early investor of the
Company, he is able to bring
shareholders’ perspectives to key
strategic decisions of the Company. You
can read further his contribution in this
link
https://www.gotocompany.com/en/inve
stor-relations/gms.
The current sunset period for the MVS
is 7 years 9 months from the EGMS
date, ending in March 2032 (pursuant to
the Article 5 of POJK 22/2021). This
Agenda will not result in any extension
of the sunset period for the MVS, as
referred above and will not result in the
increase of the number of the series B
shares. The remaining MVS period until
2032 is a hard time-bound sunset
regulated under the applicable
regulations in Indonesia and is deemed
to give sufficient time for the Company
to become more mature post IPO.
Furthermore, the Company is
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No. Agenda Explanation Voting Rights
Ratio for Series
B
committed to this sunset period as also
stipulated under the Company’s Articles
of Association. The sunset period
applied by the Company is much stricter
compared to other technology
companies globally, which typically do
not have a hard-set sunset period. The
MVS structure is a temporary measure
needed for the Company’s current stage
of growth, but the Company is
committed to upholding good
governance principles and protecting
minority shareholders’ interest and will
eliminate the unequal voting rights
share in accordance with the sunset
period. The Company is also subject to
a strict set of rules in Indonesia which
ensure shareholders protection and
equal treatment for all shareholders.
Note:
1. The GMS Announcement was announced by the Company on May 3, 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. For
shareholders who intend to attend the GMS physically, will be subject to the mechanism in point 7
below.
3. With reference to the Article 19 paragraph (3) of POJK 15/2020, the adjustment of the AGMS agenda
as mentioned in this revised GMS Invitation will not result in the reset of the invitation with the period
as stipulated in the invitation procedures in the Article 17 of POJK 15/2020.
4. Shareholders entitled to attend the GMS 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 May 17, 2024 at the
close of stock trading closure on the IDX until 4.00 PM Western Indonesian Time (“Eligible
Shareholders”).
5. Please be informed that if the 10th Agenda of EGMS does not fulfill the attendance quorum, then
second EGMS in relation to the 10th Agenda of the EGMS will be held within a period of no less than
10 (ten) days and no more than 21 (twenty-one) days after the first EGMS is held.
6. Materials related to the GMS 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 GMS. The Company will not provide hard copy documents
to the shareholders.
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7. The GMS 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. The
physical attendance is limited to 100 persons, on a first come first serve basis, due to a
maximum room capacity limitation.
8. The participation of the shareholders in the GMS can be conducted through the following mechanism:
(a) electronic attendance at GMS through eASY.KSEI platform; or
(b) physical attendance at GMS, which limited up to 100 shareholders, or represented by its
proxies (first come first serve basis).
9. Electronic GMS 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 June 10, 2024 at 12.00
PM Western Indonesia Time Zone ("Deadline for Attendance Declaration").
(c) The following parties shall register their attendance through the eASY.KSEI platform on the date
of the AGMS 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
GMS 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 GMS electronically, and their
shareholdings will not be counted towards the attendance quorum.
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10. Procedures for granting power of attorney:
(a) For the individual shareholders who are holding scripless 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 Plan and
Implementation of 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 GMS.
(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 June 10,
2024 at 12.00 PM Western Indonesia Time 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 June 10, 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 GMS 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 GMS 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 GMS.
13
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11. In connection with the adjustment of the agenda of the AGMS based on this revised GMS Invitation,
all power of attorney that has been sent, as referred to in number (10) above, remains valid and
binding, as long as there is no renewal or revocation of the power of attorney that has been sent.
12. The Eligible Shareholders or their proxies can view the ongoing GMS 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 June 10, 2024, 12:00 PM Western Indonesia Time;
(b) the GMS 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 GMS through the GMS 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 GMS as long as they have been registered on the eASY.KSEI platform;
(c) the Eligible Shareholders or their proxies who view the ongoing GMS through the GMS video
streaming but whose electronic attendance are not duly registered on the eASY.KSEI platform
will not be considered as validly attending the electronic GMS and therefore their attendance
will not be counted in the attendance quorum for the GMS; 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 GMS video streaming via Zoom link:
For AGMS: https://bit.ly/GoToRUPST204
For EGMS: https://bit.ly/GoToRUPSLB2024
13. The Eligible Shareholders and its proxies, who will attend the GMS 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 GMS before entering the GMS venue.
Shareholders in the form of legal entities shall submit the copy of its Articles of Association and its
amendments respectively, including the last composition of the management. Shareholders whose
shares have been registered in KSEI collective custody shall bring the Written Confirmation for the
GMS which can be obtained from the securities companies or their respective custodian banks,
where the Eligible Shareholders have opened the securities account.
14. In order to facilitate the arrangement and orderliness of the GMS:
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 GMS is
started. Shareholders or their proxy who arrive after the registration desk is closed or late/fail to
register by electronic with any reason, deemed as absence or will not be counted for the
attendance quorum.
b. Shareholders or their proxy that has arrived in the 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 GMS by being represented by the independent
party.
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15. The Company does not provide a hard copy of the Annual Report, food, beverages, and souvenirs.
Shareholders can access the Annual Report on the Company’s website.
Jakarta, June 7, 2024
PT GoTo Gojek Tokopedia Tbk
Board of Directors
15
Names mentioned 29 people and organisations named in the text · linked when the evidence is strong
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org
Indonesia Stock Exchange
p.1
unresolved
org
Young Global Limited
p.2
unresolved
person
Agus D. W. Martowardojo
· President Commissioner
p.8 ×3
unresolved
person
Mr. Wishnutama
· Commissioner
p.8
unresolved
person
Mr. Dirk
· Commissioner
p.8
unresolved
person
Mr. John
· Commissioner
p.8
unresolved
person
Mr. Thomas
· President Director
p.8 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.11
unresolved
org
PT Datindo Entrycom
p.12 ×6
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