20240607_BELI_Laporan Informasi dan Fakta Material_31648433_lamp2.pdf

Changes and/or Additional Information on this Information Disclosure is published on 7 June 2024
andis an integral part of the Information Disclosure published on 7 May 2024

DEFINITION

BAE 1 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 Jakarta.

IDX 1 stands for PT Bursa Efek Indonesia, means a limited liability company
established under the laws of the Republic of Indonesia and
domiciled in Jakarta and is the Stock Exchange where the Company's
shares are listed.

Shareholders Register : means thelist containing the names of the Company's Shareholders,
as stipulated underthe Company Law.

Company Group 1 means the Company and the controlled companyfies) of the
Company, either directly or indirectly controlled by the Company
which are consisting of:

Global Distribution Niaga Pte. Ltd.,
PT Global Distribusi Nusantara,

PT Global Kassa Sejahtera,

PT Promoland Indowisata,

PT Global Distribusi Paket:

PT Global Tiket Network:

PT Global Teknologi Niaga,

PT Global Fortuna Nusantara,

PT Rajawali Inti Selular,

10. PT Supra Boga Lestari Tbk,

11. PT Global Distribusi Pusaka,

12. PT Global Ashta Niaga,

13. PT Global Danapati Niaga:

14. PT Global Harapan Nawasena,

15. PT Globalnet Aplikasi Indonesia,
16. Global Network Canada Inc.

T7. Tiket Network Pte. Ltd.,

18. Tiket International Network Private Ltd.,
19. Global Tiket Malaysia Sdn. Bhd:
20. PT Supra Investama Mandiri,

21. PT Supra Mas Mandiri,

22. PT Supra Kreatif Mandiri: and

23. PT Verifikasi Informasi Credit Indonesia.

OPNID RON A

Option Rights 1. means the option rights granted to the MESOP Program Participants
to purchase or subscribe forthe MESOP Program New Shares to be
issued by the Company in relation tothe MESOP Program.

Exchange Day

Calendar Day

Business Day

KSEI

MOLHR

Financial Services
Authority or OJK
(Otoritas Jasa Keuangan)

Shareholders

Independent
Shareholders

Regulation No. I-A

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 of the stock exchange and banks can
conduct clearing.

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 ordinary business days which due to certain
circumstances are determined by the Government of the Republic of
Indonesia as not ordinary business days.

means from Monday through Friday, except national holidays or
other holidays determined by the Government of the Republic of
Indonesia.

stands for PT Kustodian Sentral Efek Indonesia, domiciled in Jakarta,
which is a Depository and Settlement Institution in accordance with
the Capital Market Law.

means the Ministry of Law and Human Rights of the Republic
Indonesia.

means an independent institution as referred to in the OJK Law,
whose duties and authorities include regulation and 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 Minister of Finance and Capital
Market and Financial Institution Supervisory Board in accordance
with the provisions of Article 55 of the OJK Law.

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
the Securities Administration Bureau, namely PT Datindo Entrycom.

means Shareholders who have no personal economic interest in

connection with the Proposed Transaction, and:

a. are not members of the Board of Directors, a member of the
Board of Commissioners, the majority shareholder, and the
controlling member of the Company, or

b. are not affiliates of members of the Board of Directors, members
of the Board of Commissioners, major shareholders, and
controllers of the Company.

means the IDX Board of Directors Decree No. Kep-00101/BEI/12-2021
on Amendments to Regulation Number I-A on the Listing of Shares
and Eguity Securities Other Than Shares Issued by Listed
Companies.

MESOP Program
Participants

OJK Regulation No.

29/2021

OJK Regulation No.

15/2020

OJK Regulation No.

17/2020

OJK Regulation No.

42/2020

OJK Regulation No.

14/2019

OJK Regulation No.

32/2015

MESOP Program

GMS

EGMS

Shares

New Shares

means (i) the Directors of the Company Group, (ii) the Commissioners
of the Company Group (except Independent Commissioner(s) of the
Company): and/or (iii) key officers and employees of the Company
Group.

means OJK Regulation No. 29/POJK.04/2021 on Offerings Classified
as Non-Public Offerings

means OJK Regulation No. 15/POJK.04/2020 on the Plan and
Implementation of General Meeting of Shareholders of Public
Companies.

means OJK Regulation No. 17/POJK.04/2020 on Material
Transactions and Changes of Business Activities.

means OJK Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict of Interest Transactions.

means 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.

means OJK Regulation No. 32/POJK.04/2015 on Capital Increase of
Public Companies with Pre-emptive Rights as amended by OJK
Regulation No. 14/POJK.04/2019 on Amendment to OJK Regulation
No. 32/POJK.04/2015 on Capital Increase of Public Companies with
Pre-emptive Rights.

means the program of granting the Option Rights of share ownership
to the MESOP Program Participants.

means General Meeting of Shareholders.

means the Companys Extraordinary General Meeting of
Shareholders, which will be held on Thursday, 13 June 2024.

means all shares that have been issued and fully paid-up in the
Company on the date of this Information Disclosure is published.

means:
a. MESOP Program New Shares, and
b. PMTHMETD New Shares,

with a maximum amount of 9,400,240,527 (nine billion four hundred
million two hundred forty thousand five hundred twenty seven) 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
7.636 (seven point six three percent) of the issued and paid-up

PMTHMETD New
Shares

MESOP Program New
Shares

OJK Circular Letter No.

33/2022

OJK Law

Capital Market Law

capital in the Company amounting to 123,210,496,616 (one hundred
twenty-three billion two hundred ten million four hundred ninety-six
thousand six hundred sixteen) shares based on the Company's
Articles of Association on the date of EGMS' announcement, which
has obtained approval from and/or notified to the MOLHR, in the
context of implementing the Proposed Transaction by the Company.

means part of the New Shares issued in the framework of 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) new shares to be issued from
the Company/'s portfolio with a nominal value of Rp250 (two hundred
fifty Rupiah) per share ora maximum of 3.984 (three point nine eight
percent) of the issued and paid-up capital in the Company
amounting to 123,210,496,616 (one hundred twenty-three billion two
hundred ten million four hundred ninety-six thousand six hundred
sixteen) shares based on the Company's Articles of Association on
the date of EGMS' announcement 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.

means the portion of New Shares issued in the framework of the
MESOP Program with a maximum amount of 4,500,000,000 (four
billion five hundred million) 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 3.654 (three-point six five
percent) of the issued and paid-up capital of the Company
amounting to 123,210,496,616 (one hundred twenty-three billion two
hundred ten million four hundred ninety-six thousand six hundred
sixteen) shares based on the Company's Articles of Association on
the date of EGMS' announcement 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 Increase Other Than MESOP Program.

means OJK Circular Letter No. 33/SEOJK.04/2022 on Guidelines for
the Implementation of Securities Offerings Classified as Non-Public
Offerings.

means Law No. 21 of 2011 on the OJK, as partially amended by
UUP2SK.

means Law No. 8 of 1995 on the Capital Market as partially amended
by UUP2SK.

Company Law 1 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.

UUP2SK 1 means Law No. 4 of 2023 on the Development and Strengthening of
the Financial Sector

ILINTRODUCTION

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 in order 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.

Based on the articles of association of the Company which have been amended several times as lastly
amended by Deed No. 99 dated 17 April 2024, made before Christina Dwi Utami, S.H., M.Hum., M.Kn.,
Notary in West Jakarta, which has been notified to the MOLHR as stated in the Receipt of Notification
of Amendment to the Articles of Association No. AHU-AH.01.03-0088463 dated 19 April 2024, and
registered in the Company Register under No. AHU-0075673.AH.M.TAHUN 2024 dated 19 April 2024
(“Deed No. 99/2024”), the total issued and fully paid-up shares of the Company amounted to
123,210,496,616 (one hundred twenty-three billion two hundred ten million four hundred ninety-six
thousand six hundred sixteen) shares or representing 30.802644 (thirty point eight zero two six
percent) of the total authorized capital of the Company.

Based on Article 3 letter (b) of OJK Regulation No. 14/2019, a public company may conduct
PMTHMETD in the issuance of shares and/or other eguity securities not in the context of a financial
Oistress.

The Company has previously conducted PMTHMETD in the context of MESOP Program which was
approved by the Independent Shareholders in the EGMS held on 19 June 2023 for the option rights
granting period from 15 December 2023 to 14 January 2027. Other than MESOP Program through
PMTHMETD, the Company also has a MESOP Program which was approved by the EGMS dated 28
October 2021 and had been disclosed in the Prospectus of the Company's Initial Public Offering dated
2 November 2022 for the option rights granting period from 15 December 2022 to 20 December 2024.
In relation to such two MESOP Programs, the total aggregate number of unissued shares is
2,920,809,134 (two billion nine hundred twenty million eight hundred nine thousand one hundred
thirty-four) shares which constitutes 2.374 (two-point three seven percent) of the issued and paid-up
capital of the Company.

Total number of New Shares on the Proposed Transaction has complied with the provisions of Article
8C of OJK Regulation No. 14/2019, whereby capital increase not in the context of a financial distress
asreferred to in Article 3 letter (b) of OJK Regulation No.14/2019 not exceeding 105 (ten percent) from
the total issued and fully paid-up shares in Deed No. 99/2024, which constitutes as the amendment
to the Articles of Association that has been notified to and received by MOLHR at the time of the
announcement of the GMS. Considering that the total number of New Shares in the Proposed

Transaction that will be issued is ata maximum of 9,400,240,527 (nine billion four hundred million two
hundred forty thousand five hundred twenty-seven) shares or a maximum of 7.636 (seven-point six
three percent) from the issued and paid-up capital in the Company, consisting of.

(a)  MESOP Program New Shares at a maximum of 4,500,000,000 (four billion five hundred million)
shares ora maximum of 3.654 (three-point six five percent) from the issued and paid-up capital
of the Company, and

(b) — New Shares in the framework of Capital Increase Other Than MESOP Program ata maximum of
4,900,240,527 (four billion nine hundred million two hundred forty thousand five hundred
twenty-seven) shares or a maximum of 3.984 (three-point nine eight percent) from the issued
and paid-up capital of the Company,

andthe unexercised shares of the MESOP Program where in aggregate the number of unissued shares
is 2,920,809,134 (two billion nine hundred twenty million eight hundred nine thousand one hundred
thirty-four) shares which constitutes 2.374 (two-point three seven percent) from the issued and paid-
Up capital in the Company. Thus, the overall Proposed Transaction and MESOP Program that have not
been exercised do not exceed 107 (ten percent) of the issued and paid-up capital in the Company as
referred to in Article 8C OJK Regulation No. 14/2019.

This Proposed Transaction reguires prior approval from the Independent Shareholders of the
Company which is reguested through the Company's EGMS which will be held on Thursday, 13 June
2024 at Ballroom 1, The Ritz Carlton Pacific Place, Sudirman Central Business District, Jl. Jend.
Sudirman Kav 52-53, Senayan, Kebayoran Baru, Jakarta 12190.

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
approvals from the government, agencies, or other institutions that need to be obtained by the
Company or notification to any third party, including the Company's creditors in connection with the
implementation of the Proposed Transaction.

On the date of this Information Disclosure, the Company is not involved in any 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 objection from any party,
including the Company's creditors, in connection with the Information Disclosure on the Proposed
Transaction which has been published on 7 May 2024.
1. RATIONALE AND OBJECTIVE OF THE PROPOSED TRANSACTION
A.  MESOP Program
The purpose of the Company's MESOP Program is to increase and to have deeper alignment
between the Company 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.

Capital Increase Other Than MESOP Program

In order to provide added value to all stakeholders of the Company and in order to carry out the
business activities of 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 the 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.

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 on the Company, and

b. the number of the Company's issued shares will increase which is expected to increase
the liguidity of the Company's shares trading.

1. INFORMATION ABOUT THE COMPANY
The Company Brief

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. The deed has been
ratified by the MOLHR under 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. 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.,
asa result of the implementation of such initial public offering of shares.

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.

The Company's articles of association have been amended several times as lastly amended by
Deed No. 99/2024 (“Articles of Association”).

Business Activities

Based on Article 3 of Deed No. 2 dated 2 June 2022, made before Christina Dwi Utami, S.H.,
M.Hum., M.Kn., Notary in West Jakarta, which has been approved by the MOLHR 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.O1.
03-0244596 dated 2 June 2022 and has been registered in the Company Register under No.
AHU-0101978.AH.O111. TAHUN 2022 dated 2 June 2022, the Companys business activities are
(i) Retail Trade Through Media for Various Other Goods (KBLI No. 47919), (ii) Retail Trade
Through Media for Mixed Goods as Mentioned in 47911 through 47913 (KBLI No. 47914), (iii) Retail
Trade of Various Kinds of Goods, Mainly Food, Beverages or Tobacco in
Minimarkets/Supermarkets/Hypermarkets (KBLI No. 47171), (iv) Web Portal and/or Digital Platform
with Commercial Purpose (KBLI No. 63122) and (v) E-Commerce Application Development
Activities (KBLI No. 62012).

However, the business activities that currently have been carried out by the Company is retail
trade through media, e-commerce application development, web portals and/or digital
platforms with commercial purposes.

Capital Structure and Shareholder Composition
Based on Deed No. 99/2024 and the Company's Shareholders Register as of 31 May 2024

prepared by PT Datindo Entrycom as the Company's BAE, the Company's shareholding
structure is as follow:

Nominal Value Rp250 per share

Shareholders Name

Number of Share Nominal Value (Rp)
Authorized Capital 400,000,000,000 100,000,000,000,000
Issued and Fully Paid-up Capital
1 PT Global Investama Andalan 100,909,002,820 25,227,250,705,000 81.90
2. Public Ownership below 596 22,301,493,796 5,575,373,449,000 1810
Total Issued and Paid-up Capital 123,210,496,616 30,802,624,154,000 100.00
Number of Shares in Portfolio 276,789,503,384 69,197,375,846,000

Until the date of this Information Disclosure submitted, the diagram of the Company's share
ownership relationship is as follow:

As of 31 May 2024

Bambang Hartono Robert Budi Hartono

Public
Ownership
Below 54

Sblibli

PT Global Digital Niaga Tbk

.oox (so.99x Togo Isogox Isosox Tonoow Issgox Teooox Tessex Izosew Tosooe Tsooo Toogox Joogox

(con) (eonus ) Lcom ) ( Pi ) (copa (emo) (em JI RISE )Lerw JI SBL ) (sopu ) (can ) Cexs )Cew )

| 5)

COMPANY GROUP
GAI

&S PT Caturguwratna Sumapala | PT Globainot Aplikasi Indotravol GTNe PT Global Tiket Network
GDPr PT Global Digital Prima | GAN (PT Global Astha Niaga GTNI PT Global Teknologi Niaga
GIA PT Global Investama Andalan | GONI (PT Global Danapati Nlaga Pi PT Promoland Indowisata
LMI PT Lingkarmulia Indah | GDNus PT Global Distribusi Nusantara RISE PT Rajawal Inti Selular
spp PT Sapta Prima Persada H GDP3 (PT Global Distribusi Paket SBL PT Supra Boga Lestari Tbk
Ticipta Mandhala Gumi H GDPL Global Distribution Niaga Pto. Ltd. SIM PT Supra Investama Mandiri
ya Lah, ta Cuman | GDPu PT Global Distribusi Pusaka SKM PT Supra Kreatif Mandiri
H GEN (PT Global Fortuna Nusantara SMM PT Supra Mas Mandiri
H GHN PT Global Harapan Nawasena TN Tiket International Network Pte. Ltd.
H GKS (PT Global Kassa Sejahtera TMSB Global Tiket Malaysia Sdn. Bhd.
Ij GTNC Global Ticket Network Canada Inc. TNPL Tiket Network Pte. Ltd.

s
s

PT Verifikasi Informasi Credit Indonesia

The controlling shareholders of the Company are Bambang Hartono and Robert Budi Hartono,
through their share ownership in PT Lingkarmulia Indah, PT Global Digital Prima and PT Global
Investama Andalan, where those controlling shareholders constitute an organized group as
referred toin Article 1 point 2 of OJK Regulation No. 9/POJK.04/2018 on the Acguisition of Public
Companies.

Furthermore, the implementation of the Proposed Transaction will not result in a change of
controller of the Company.

Management and Supervision

Based on Deed No. 200 dated 19 June 2023, made before Christina Dwi Utami, S.H., M.Hum.,
M.Kn., Notary in West Jakarta, which has been notified to the MOLHR as stated in the Receipt
of Notification of Amendment to the Articles of Association No. AHU-AH.01.09-0130144 dated 21
June 2023, and registered in the Company Register under No. AHU-0116100.AH.01.11.Tahun
2023 dated 21 June 2023, the composition of the Company's Board of Directors and Board of
Commissioners is as follows:

Board of Commissioners

President Commissioner 1 Martin Basuki Hartono
Vice President Commissioner 1. Honky Harjo

Independent Commissioner Dr. Ir. Raden Pardede
Independent Commissioner Dr. Ir. Kusmayanto Kadiman

Board of Directors

President Director 1. Kusumo Martanto
Director 1. Hendry

Director 1 Lisa Widodo

Director 1 Eric Alamsjah Winarta
Director 1 AndyUntono
Director 1 Ronald Winardi

On the date of this Information Disclosure, the Company's Board of Directors and the Board of
Commissioners are not currently involved in any material case or dispute, either in court or
outside court, which may adversely affect the Company's business continuity and the
implementation of the Proposed Transaction.

Summary of Significant Financial Data

The following is a summary of the Company's unaudited significant financial data for the 3
months period ended on 31 March 2024:

Consolidated Financial Position
(in million Rupiah)

Assets

Current assets 7,925,724
Non-current assets 6,966,323
Total assets 14,892,047

“'

Liabiliies

Current liabilities 5,695174
Non-current liabilities 1,000,005
Total liabilities 6,695,179

Eauity
Total eguity 8,196,868
Total liabilities and eguity 14,892,047

Consolidated Financial Performance
(in million Rupiah)

 aanaaaeseription eat 3 Monthsendedon31March2024 |
Net revenues 3,923,122
Cost of revenues (3180247)
Gross profit 742,875
Operating loss (624,782)

Loss forthe: si (696,059!

Important Financial Ratio

(times)

anom Peseription Aa a31 March 2024
Total liabilities / total assets 0.45
Total liabilities / total eguity 0.82

Iv. DESCRIPTION REGARDING THE PROPOSED TRANSACTION
Description Regarding MESOP Program
MESOP Program

The MESOP Program referred to in this Information Disclosure is a program to offer new shares
of the Company to the participants who meet the reguirements as MESOP Program Participants
to own shares of the Company through the issuance of MESOP Program New Shares, 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.

MESOP Program Participants

MESOP Program Participants are (i) Directors of the Company Group: (ii) Commissioners of the
Company Group (except Independent Commissioner(s)): and/or (iii) the key officers and
employees of the Company Group.

The Company Group is the Company and the controlled company(ies), either directly or
indirectly controlled by the Company, consisting of:

Global Distribution Niaga Pte. Ltd.,
PT Global Distribusi Nusantara,
PT Global Kassa Sejahtera:

PT Promoland Indowisata,

PT Global Distribusi Paket:

PT Global Tiket Network,

PT Global Teknologi Niaga,

PT Global Fortuna Nusantara,
PT Rajawali Inti Selular,

10. PT Supra Boga Lestari Tbk,

1. PT Global Distribusi Pusaka:

12. PT Global Ashta Niaga,

13. PT Global Danapati Niaga,

14. PT Global Harapan Nawasena,
15. PT Globalnet Aplikasi Indonesia:

PPID PNA

A3.

A4.

A5.

16. Global Network Canada Inc.:

17. Tiket Network Pte. Ltd.,

18. Tiket International Network Private Ltd.
19. Global Tiket Malaysia Sdn. Bhd,

20. PT Supra Investama Mandiri,

21. PT Supra Mas Mandiri,

22. PT Supra Kreatif Mandiri: and

23. PT Verifikasi Informasi Credit Indonesia.

As of the date of this Information Disclosure, the Company has not been able to specifically
determined the total number of MESOP Program Participants. However, in implementing the
MESOP Program, the Company will continue to adhere to the provisions of public offerings as
referred to in the Capital Market Law, whereby the MESOP Program offering will not be offered
to more than 100 (one hundred) parties or sold to more than 50 (fifty) parties, and therefore
would not constitute as a public offering. Furthermore, the MESOP Program is not reguired to
comply with OJK Regulation No. 29/2021 and OJK Circular Letter No. 33/2022, because it is not
an offering that is offered to more than 100 (one hundred) parties or sold to more than 50 (fifty)
parties that is not considered as a public offering as referred to in OJK Regulation No. 29/2021
and OJK Circular Letter No. 38/2022.

Exercise Period of MESOP Program

With reference 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 when the EGMS approved the
MESOP Program. In this case, if approved at the Company's EGMS to be held on13 June 2024,
the implementation period of the MESOP Program is from December 2024 to January 2029.

MESOP Program New Shares will be distributed to the MESOP Program Participants in several
stages which will 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 who meet the reguirements.

Determination Exercise Price of MESOP Program New Shares

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 904 (ninety
percent) of the average closing price of the Company's shares for a period of 25 (twenty-five)
consecutive Exchange Day in the regular market before the listing application is made.

The source of funding to implement the MESOP Program comes from each of the MESOP
Program Participants.

When implementing the 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.

MESOP Program New Shares Status

MESOP Program New Shares that will be issued in connection with this MESOP Program have
the same rights, positions and degrees in all respects with other shares that have been issued

13

A.6.

A7.

B4.

and fully paid-up into the Company, including in terms of obtaining rights to dividends and
issuing voting rights in the GMS and other corporate actions to be carried out by the Company.

MESOP Program 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.

MESOP Program New Shares Issuance Period and MESOP Program Implementation

By taking into account applicable laws and regulations in capital market, the period of issuance
and implementation of the MESOP Program is planned as follows:

Option Rights

: 4. MESOP Exercise Phase Option Rights Exercise Dates
Granting Period
Phase | 30 calendar days commencing from 15 December 2024
Phase II and Phase III 30 calendar days commencing from 15 March 2025

30 calendar days commencing from 15 December 2025

Phase IV and Phase V 30 calendar days commencing from 15 March 2026

15 December 2024 - 30 calendar days commencing from 15 December 2026

14 2029
January 20: Phase Vi and Phase VII | 30 calendar days commencing from 15 March 2027

30 calendar days commencing from 15 December 2027

Phase VIII and Phase IX | 30 calendar days commencing from 15 March 2028
30 calendar days commencing from 15 December 2028

The allocation amount of MESOP Program New Shares on MESOP Exercise Phases and each
Option Rights exercise dates will be determined by the Program Committee or the Board of
Commissioners in compliance with the prevailing laws and regulations in capital market.

MESOP Program Participants may exercise Option Rights by referring to the MESOP Exercise
Phases and Option Rights Exercise Dates as described in the table above.

There is no limitation period forthe transfer of shares resulting from the exercise of option rights
by MESOP Program Participants.

At every exercise period, any Option Rights of MESOP Program New Shares that are not
exercised at that period will not lapse and can be exercised in the following exercise periods,
provided that the Option Rights can only be exercised during the validity period of the MESOP
Program.

MESOP Program Reguirements

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 at the EGMS to
implement the MESOP Program,

2. the Company has obtained the approval from IDX for additional pre-listing applications
originating from MESOP Program, and

3. other reguirements that will be further determined by the Board of Directors after
obtaining recommendations from the Program Committee or the Board of
Commissioners.

Description Regarding the Capital Increase Other Than MESOP

Capital Increase Other Than MESOP Program

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B.2.

B.3.

B.4.

The Capital Increase Other Than MESOP Program referred to in this Information Disclosure is
the issuance of PMTHMETD New Shares or with a maximum of 3.984 (three-point nine eight
percent) of the total 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. 35/2015.

The exercise price of the PMTHMETD New Shares will be determined later in accordance with
the provisions of Point V1 Appendix II of Regulation No. I-A.

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 reguested through the Company's
EGMS mhich is planned to be held on 13 June 2024 (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 13 June 2024 where the Company holds a GMS approving the plan to exercise the
Capital Increase Other Than MESOP Program until 13 June 2026. 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.14/2019 and Regulation No. I-A.

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 901
(ninety percent) of the average closing price of the Company's shares during a period of 25
(twenty-five) consecutive Exchange Dayin the regular market prior tothe date of the application
for listing of the PMTHMETD New Shares done.

Analysis and Review of the Company's Financial Condition Prior and After the Capital
Increase Other Than MESOP Program

In connection with the PMTHMETD plan, the following are 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 Rp472 per share
which is the closing price of the Company's share as of 30 April 2024, and

. All of the 4,900,240,527 shares 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 eguivalents: the use of proceeds of PMTHMETD that will be received
amounted to Rp2,312,914 million, which will 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 addition of supporting facilities ofthe Company's business

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(including technology updates).

2. Current assets and total assets: increase in cash led to an increase in current assets to
Rp10,238,638 million and total assets to Rp17,204,961 million.

3. Share capital: with the additional capital from PMTHMETD, the Company's share capital
will increase by Rp1,225,060 million or to Rp32,027,685 million.

4. Additional paid-in capital: the additional capital from PMTHMETD above the nominal
value of shares will increase the additional paid-in capital by Rp1,087,853 million to
Rp2,731,025 million.

5. Total eguity: the increase in share capital and additional paid-in capital will result in the
increase of the Company's total eguity from Rp8,196,868 million to 10,509,782 million.

The following isa comparison of the financial position as of 31 March 2024 with the pro forma financial
position as of 31 March 2024 if the Capital Increase Other Than MESOP Program has been

implemented:

Financial Position

Before Capital Increase Other

After Capital Increase Other

(in million Rp) Than MESOP Program Than MESOP Program
Assets
Cash and cash eguivalent 2,964,279 5,277193
Current Assets other than cash and 4961445 4961445
cash eguivalent
Non-current assets 6,966,323 6,966,323
Total assets 14,892,047 17204961
Liabilities
Current liabilities 5,695,174 5,695,174
Non-current liabilities 1,000,005 1,000,005
Total liabilities 6,695,179 6,695,179
Share capital 30,802,625 32.027.685
Additional paid-in capital 1,643,172 2,731,025
Eauity other than share capital and
additional paid-in capital 124248,929) 124248,929)
Total eguity 8,196,868 10,509,782
Total liabilities and eguity 14,892,047 17,204,961

After the Capital Increase Other Than MESOP Program, total of assets and eguity of the
Company will increase 154 and 2876, 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

Other than MESOP Program
0.45
0.82

than MESOP Program
0.39

Total liability / total asset
Total liability / total eauity

0.64

The Company's liabilities to assets ratio decreased from 0.45 times to 0.39 times, and the
Company's liabilities to eguity ratio decreased from 0.82 times to 0.64 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 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 MESOP Program,
and

b. 6 (six) Exchange Days before the date of listing of additional shares Capital Increase Other
Than MESOP Program.

D.  Proforma Capital and Shareholding Composition of the Company in connection with the
Implementation of the Proposed Transaction

With reference to the Deed No. 99/2024 and the Company's Shareholder Register as of 31 May
2024 from PT Datindo Entrycom, the following is the proforma capital and composition of
Company's Shareholder composition before and afterissuance of New Shares:

Before the Issuance of the New Shares After the Issuance of the New Shares
Description Nominal Value Rp250 per share
Shares Nominal Value (Rp) 2 Shares Nominal Value (Rp) 2
Authorized Capital | 400,000,000,000 | 100,000,000,000,000 - 1 400,000,000,000 | 100,000,000,000,000 -
Issued and Paid-up Capital Issued and Paid-up Capital
PT Global
Investama Andalan" 100,909,002,820 25,227,250,705,000 8190 100,909,002,820 25,227,250,705,000 7609
Public 22,301493,796 5,575,873,449.000 1810 22,301493,796 5,575,873,449,000 1682
MESOP Program - - - 4,500,000,000 1125,000,000,000 3.39”
New Shares
PMTHMETD New - - - 4900,240527 1,225060131750 | 3.70”
Shares
Total Issued and 123,210,496,616 30,802,624,154,000 100.00 182,610,737143 33,152,684,285,750 | 10000
Paid-up Capital
Number of Shares 276,789,503,384 69,197,375,846,000 267,389,262,857 66,847,315,714,250
in Portfolio - -
Note:

“Controller 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 Shareholders Register of the

Company as of 31 May 2024 is as follows:

No. Name Position Number of PENA
1. Martin Basuki Hartono President Commissioner - -
2. Honky Harjo Vice President Commissioner 207,601,879 01685
3. Dr. Ir. Raden Pardede Independent Commissioner - -
4. Dr. Ir. Kusmayanto Kadiman Independent Commissioner - -
5. Kusumo Martanto President Director 93,274,993 0.0757
6. Hendry Director 6954998 0.0056
1. Lisa Widodo Director 16,254,998 0.0132
8. Eric Alamsjah Winarta Director 3,659,167 0.0030
9. Andy Untono Director 5,059,167 0.0041
10. Ronald Winardi Director 50,942400 0.0413

On the date of this Information Disclosure, the Ultimate Beneficial Owners of the Company are
Bambang Hartono and Robert Budi Hartono.

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 treasuryshares.

Risk and Impacts

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 7.094 (seven-point zero nine percent),
with details as follows:

a the issuance of all MESOP Program New Shares will cause the Company's Shareholders
to have share dilution of ownership proportionally as much as 3.394 (three-point three
nine 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 3.704 (three-point seven
percent).

The 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, thusit 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.

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 tothe
Proposed Transaction, will be used by the Company as a working capital to support the main

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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 addition of supporting facilities ofthe Company's
business (including technology updates).

The Company may adjust the use of proceeds in accordance with the actual needs of the
Company.

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 atransaction 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 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 opinions 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 the
Proposed Transaction, including assessing the risks and benefits for the Company and all
Shareholders. Therefore, based on thetrust 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.

VI. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Inaccordance with the provisions of the prevailing laws and regulations, this Proposed Transaction will
be reguested for approval at the Company's EGMS which will be held on:

Day, Date 1 Thursday, 13 June 2024
Time 1. 12:00pm - 13.00pm Western Indonesian Time
Venue 1 Ballroom 1, The Ritz Carlton Pacific Place, Sudirman Central Business District,

Jl. Jend. Sudirman Kav 52-53, Senayan, Kebayoran Baru, Jakarta 12190

The agenda of the EGMS related to the Proposed Transaction are as follows:

- Approval of the Company's proposed PMTHMETD with a maximum amount of 7.63? (seven-
point six three percent) of the Company's issued and paid-up capital based on OJK Regulation
No.14/2019, which consists of:

a issuance of MESOP Program New Shares with a maximum 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

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b. issuance of PMTHMETD New Shares 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.

Furthermore, the Company has announced the EGMS through the IDX's website, i.e., www.idx.co.id,
@ASY.KSEI website through  https://akses.ksei.co.id — and the  Companys website,

https://about.blibli.com, respectively on 7 May 2024.

The provisions of attendance guorum and approval guorum as reguired under Article 8A paragraphs
(2) and (3) of OJK Regulation No.14/2019 and Article 23 paragraph (9) of Articles of Association of the
Company, are as follows:

1 GMS can be held if the GMS is attended by more than '4 (one 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 GMS as referred to in number 1 is valid if approved by more than 4 (one
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 guorum of the first GMS is not reached, the second GMS can be held if
the GMS is attended by more than '4 (one 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.

4. The resolution of the second GMS is valid if approved by more than "4 (one 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 guorum of attendance at the second GMS is not reached, the third GMS
can be held provided that the third GMS 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 guorum of attendance set
by OJK at the reguest of a public company.

6. The resolution of the third GMS 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 5096 (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
controllers who attend the GMS.

7. The GMS must be held in accordance with the provisions as stipulated in OJK Regulation No.
15/2020 and the Articles of Association of the Company.

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VII. ADDITIONAL INFORMATION

For Shareholders who reguire further information in connection with this Information Disclosure,
regarding the matters mentioned above may contact the Company on Business Days at 09.00
Western Indonesian Time until 17.00 Western Indonesian Time, at the following address:

Branch Office:
Gedung Sarana Jaya
Jl. Budi Kemuliaan | No.1, Central Jakarta, 10110
Phone: (021) 50881370
Website: https://about.blibbli.com
Email: corp.sec@gdn-commerce.com

Jakarta, 7 June 2024
PT Global Digital Niaga Tbk
Board of Directors

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