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Page 1 OCR 0.919
The

@
— ( (
blibli
NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT GLOBAL DIGITAL NIAGA TBK

(the “Company”)
No. 184/GDN-LEG/Corsec/SKL/V/2024

Companys Board of Directors hereby invites the shareholders of the Company (the

“Shareholders”, individually referred as “Shareholder”) to attend Annual General Meeting of
Shareholders for the financial year 2023 (“AGMS") and Extraordinary General Meeting of Shareholders
("EGMS”), which shall be attended by the Company's Shareholders (hereinafter AGMS and EGMS
collectively referred as the “Meeting”) and held under Regulation of Financial Services Authority
(Otoritas Jasa Keuangan or “OJK”) No. 15/POJK.04/2020 on the Planning and Organization of General
Meetings of Shareholders by Publicly-Traded Companies (“OJK Regulation 15/2020”) and OJK
Regulation No. 16/POJK.04/2020 on the Implementation of Electronic General Meeting of
Shareholders by Publicly-Traded Companies (“OJK Regulation 16/2020”), on:

Day/Date : Thursday, June 13, 2024

Time

:AGMS :10.00 am - 1200 pm Western Indonesia Time (WIB)
EGMS : 12.00 pm - 13.00 pm Western Indonesia Time (WIB)

Venue : Ballroom 1, The Ritz Carlton Pacific Place

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

Mechanism : the Meeting will be conducted physically and electronically through the

Electronic General Meeting System KSEI (“eASY.KSEP).

The Company's Meeting agenda:

A.

1

Annual General Meeting of Shareholders

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 315, 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 315 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 315t 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 had been carried out during
the financial year ended on December 314, 2023.

Explanation:

During the submission of the Board of Director's report, including the annual report, financial
statements, and the Board of Commissioner's supervision duty report will be conveyed
regardingthe Company's performance and Company's achievementsas well as the matters that
have been carried out by the Board of Commissioners in carrying out its supervisory and
advisory functions to the Board of Directors.
Page 2 OCR 0.937
Approval of the determination of salary, honorarium and allowances for the Company's Board of
Directors and Board of Commissioners members for the financial year of 2024.

Explanation:

This agenda is held to comply with Article 11 paragraph (6) and Article 14 paragraph (6) of the
Company's Articles of Association as lastly set forth in Deed No. 99 dated April 17", 2024, made
before Christina Dwi Utami, S.H., 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 April 19", 2024, and registered in the Company Register under
No. AHU-0075673.AH.1.TAHUN 2024 dated April 19", 2024 (“Articles of Association”) and
Article 113 of Law No. 40 of 2007 on Limited Liability Companies as 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 (“Company Law').

Approval of the 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 3154 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.

Explanation:

This agenda is held to comply with Article 19 paragraph (2) letter a of the Company's Articles of
Association, Article 59 of OJK Regulation 15/2020, Article 3 of OJK Regulation No. 9 of 2023 on
Utilization of the Services of Public Accountants and Public Accounting Firms in Financial
Service Activities, and Article 19 paragraph (2) letter e of the Company's Articles of Association
which states that the proposal for the appointment of an independent public accountant is
carried out based on the recommendation of the audit committee to the Company's Board of
Commissioners, including the determination of honorarium and other terms of appointment.

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

Explanation:

This agenda is held to comply with Article & paragraph (1) and (2) and Article 7 paragraph (1) OJK
Regulation No. 30/POJK.04/2015 on the Realization of the Use of Proceed from the Initial Public
Offering Report (“OJK Regulation 30/2015”), where the Company intends to submit the
realization of the use of proceeds from the initial public offering of shares. In accordance with
the OJK Regulation 30/2015, this agenda is a reporting, therefore it does not reguire the
Shareholders' approval.

Approval of the changes in the composition of the Company's Board of Commissioner.
Explanation:

This agenda is held to comply with Article 11 paragraph (1) of the Company's Articles of
Association and Article 3 paragraph (T) and Article 23 OJK Regulation No. 33/POJK.04/2014 on

the Board of Directors and the Board of Commissioners of Issuers or Public Company, the
appointment of the Board of Commissioners reguires the approval by the Shareholders.
Page 3 OCR 0.929
B.  Extraordinary General Meeting of Shareholders

1. 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
stock option plan (“MESOP Program”) with a maximum amount of 4,500,000,000 (four
billion five hundred million) shares or 3.659 (three-point six five percent) of the
Company's issued and paid-up capital, and

b. 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.

Explanation:

The Company intends to seek approval from the independent Shareholders of the Company for
the Company's plan to conduct PMTHMETD which will be carried out in accordance with the
provisions of OJK Regulation 14/2019.

The PMTHMETD plan to be carried out by the Company consists of the issuance and exercise
of MESOP Program and Capital Increase Other Than MESOP Program, which will be carried out
in accordance with the provisions of OJK Regulation 14/2019 and the prevailing laws and
regulations in the capital market.

In accordance with the foregoing, the Company wishes to seek approval from the independent
Shareholders of the Company for the granting of power and authority to the Board of Directors
of the Company, with the right of substitution, in orderto carry out any and every action reguired
in the PMTHMETD, including but not limited to, the implementation, validity and/or effectiveness
of the PMTHMETD, as well as to declare the realization of the issuance of new shares and
increase the issued and paid-up capital of the Company in connection with the PMTHMETD in
a notarial deed.

General Provisions:

1. This notice of Meeting constitutes an official invitation in accordance with the provisions of
Article 17 and Article 52 paragraph (1) of OJK Regulation 15/2020 and Article 21 paragraph (5) of
the Company's Articles of Association, therefore the Company's Board of Director will not send
a separate invitation to the Company's Shareholders.

2. The Company's Shareholders that are entitled to participate or be represented in the
Companys Meeting are Shareholders names recorded in the Company's Register of
Shareholders issued by PT Datindo Entrycom, as the Securities Administration Bureau (“BAE”),
1 (one) business day prior the notice of the Meeting as stipulated in Article 23 paragraph (3) of
the Company's Articles of Association and Article 23 paragraph (2) of OJK Regulation 15/2020
on Tuesday, May 215 2024 at 16:00 pm Western Indonesia Time (WIB).
Page 4 OCR 0.922
The Company's Meeting will be held physically and electronically (hybrid) through the
@ASY.KSEI application provided by PT Kustodian Sentral Efek Indonesia ("KSEI") with due
observance of OJK Regulation 16/2020.

In connection with the Meeting to be held electronically through eASY.KSEI application as
referred to the above, the participation of the Shareholders participating in the Meeting
electronically can be carried out with the following mechanism:

a. electronically attending the Meeting or granting power electronically through the
@ASY.KSEI application (https://akses.ksei.co.id/) provided by KSEI,

b. physically attending the Meeting, or

Cc. granting power using a written form of Power of Attorney as described in paragraph 8
letter b below.

Given the limited room capacity where the Meeting is going to be held, the Company will limit
the number of Shareholder who can physically attend the Meeting and the Company
encourages Shareholder to attend electronically or grant power of attorney electronically (e-
Proxy) through the eASY.KSEI application as referred to paragraph 4 letter a with due
observance of the following matters:

a the Company's Shareholders that can use the eASY.KSEI application are the local
individual shareholders whose shares are kept in the collective custody of KSEI,

b. the electronic proxy recipient is not a member of the Board of Directors, Board of
Commissioners and employee of the Company,

c. the Company's Shareholder must first register for the KSEI Securities Ownership
Reference facility (“AKSes KSEI). For the Shareholder that has not been registered,
please register through the AKSes KSEI website (https://akses.ksei.co.id/): and

d. to use the eASY.KSEI application, the Shareholder can go to the eASY.KSEI menu, then
click the eASY.KSEI Login submenu on the AKSes KSEI website (https://akses.ksei.co.id/).

The manual for registration, Use, and further explanation concerning eASY.KSEI (e-Proxy and e-
Voting) can be obtained from the AKSes KSEI website (https://akses.ksei.co.id/).

The Company's Shareholder or their proxies who will attend the Meeting electronically through
the eASY.KSEI application as referred to in paragraph 4 letter a, should observe the following
provisions:

a. The Companys Shareholder can declare their electronic attendance from the date of the
notice of Meeting until no later than 1 (one) business day prior to the date of Meeting on
Wednesday, June 12”, 2024 at 12.00 pm Western Indonesia Time (WIB) (“Deadline for
Attendance Declaration”) and cast or change their votes through eASY.KSEI application
since the date of the notice of the Meeting until the Deadline for Attendance Declaration.

b. For.

(1) The Company's Shareholder that has not declared their electronic attendance
until the Deadline for Attendance Declaration,
Page 5 OCR 0.934
(ii) The Company's Shareholder that has declared their electronic attendance but
has not cast their votes until the Deadline for Attendance Declaration,

(iii) The individual representative and the independent party appointed by the
Company (PT Datindo Entrycom as the BAE) that has received power of attorney
from the Company's Shareholder but the relevant Shareholder has not cast their
votes until the Deadline for Attendance Declaration, or

(iv) The KSEI Participants/Intermediaries (Custodian Banks or Securities Companies)
that has received power of attorney from the Company's Shareholder that has
cast their votes through the eASY.KSEI application until the Deadline for
Attendance Declaration:

is reguired to register attendance through the eASY.KSEI application on the date of the
Meeting from 07:30 am to 09:00 am Western Indonesia Time (WIB).

c. Any delay or failure to complete the electronic attendance registration process for any
reason will result in the Shareholder or their proxy not being permitted to electronically
attend the Meeting and their share ownership not being taken into account in the
attendance guorum.

For the Company's Shareholder or their proxy who wishes to attend the Meeting physically as
referred to in paragraph 4 letter b above, the Company's Shareholder or their proxy must submit
to the registration officer, the original Written Confirmation for the Meeting (Konfirmasi Tertulis
Untuk Rapator"KTUR") and the original Identity Card (Kartu Tanda Pendudukor"KTP") or other
identification before entering the Meeting room. For the representative of the Company's
Shareholder in the form of a legal entity, in addition to submitting the original KTUR and a copy
of KTP or other identification, must also submit a copy of the latest articles of association and
the deed of amendment to the latest management structure of the legal entity they represent.

Any Shareholder of the Company may be represented by a proxy:

a. by granting an electronic proxy (e-Proxy) through the eASY.KSEI application as referred
to in paragraph 4 letter a provided that such Shareholder is reguired to submit a power of
attorney and/or cast their votes, change the proxy and/or the votes on the Meeting
agenda items, or revoke the power of attorney, all electronically through the eASY.KSEI
from the date of this notice of the Meeting until the Deadline for Attendance Declaration,

b. by using a written form of power of attorney as provided on the Company's website
(https://about.blibli.com/id/investor-relations/shareholders-meeting), subject to the
following provisions:

(1) no Shareholder of the Company may grant power to more than one proxy for any
part of their shares with different votes,

(ii) if the power of attorney as described in paragraph 8 letter (b) is signed outside the
territory of the Republic of Indonesia, such power of attorney must be (i) legalized
before the local notary public and authenticated by local embassy of the Republic
of Indonesia or (ii) processed through the apostille system organized by the
relevant authority in the country where the power of attorney is signed,
Page 6 OCR 0.937
10.

(iii) — the form of power of attorney can be downloaded from the Company's website and
will be available since the notice of Meeting has been announced:

(iv) if the form of power of attorney has been completed, the power of attorney must
be submitted to the Board of Directors of the Company through the BAE at Jl.
Hayam Wuruk No. 28, Lantai 2, Jakarta 10120, Indonesia, U.p.: Data Management
Department, and/or email dm@datindo.com on each business day from the date of
the Notice of Meeting until no later than 1 (one) business day before the date of
the Meeting on June 12”, 2024 until 16.00 pm Western Indonesia Time (WIB), and

(V)  Specifically for the first agenda of the Extraordinary General Meeting of
Shareholders, independent Shareholders who are entitled to attend the Meeting
must fill out the independent Shareholders statement letter form which can be
downloaded from the Company's website at https://about.blibli.com/en/investor-
relations/shareholders-meeting. Upon the completion of the statement letter of
independent Shareholders, then the power of attorney shall be submitted to the
Board of Directors of the Company through the BAE at Jl. Hayam Wuruk No. 28, 278
Floor, Jakarta 10120, Indonesia, Attn.: Data Management Department, and/or email
dme@datindo.com on any business day from the date of the notice of Meeting until
no later than 1 business day prior to the date of the Meeting on Wednesday June
121, 2024 until 16.00 pm Western Indonesia Time (WIB).

Cc. if members) of the Board of Directors, the Board of Commissioners and employees of the
Company act as proxy in the Meeting, any vote they cast as a proxy will not be counted
in the poll.

The Company's Shareholder or their proxy can watch the ongoing Meeting through a zoom
webinar platform by accessing the eASY.KSEI menu, the Tayangan RUPS submenu on the AKSes
KSEI website (https://akses.ksei.co.id/) or Tayangan RUPS menu on the AKSes KSEI mobile
application, subject to the following provisions:

a the Company's Shareholder or their proxy has been registered on the eASY.KSEI
application by no later than the Deadline for Attendance Declaration,

b. the Tayangan RUPS video streaming has a capacity of up to 500 (five hundred)
participants, and the participants' attendance will be determined on a first-come, first-
served basis. The Company's Shareholder or their proxy who cannot watch the Meeting
through the Tayangan RUPS will still be considered as validly attending the electronic
Meeting and their share ownership and votes will be taken into account in the Meeting
as long as they have been registered on the eASY.KSEI application, and

c. The Company's Shareholder or their proxy that only watch the ongoing Meeting through
the Tayangan RUPS but is not duly registered for the electronic attendance on the
@ASY.KSEI application will not be considered as validly attending the electronic Meeting
and therefore their attendance will not be counted in the attendance guorum for the
Meeting.

To get the best experience in using the eASY.KSEI application and/or the Tayangan RUPS, the
Shareholder or their proxy is advised to use the Google Chrome or Mozilla Firefox browser.
Page 7 OCR 0.940
11.

12.

Materials related to the agenda of the Meeting have been available and can be obtained on the
Company's website  (https://about.blibli.com/id/investor-relations/shareholders-meeting)
since the date of this notice of Meeting.

Ifthere are changes in the technical operations of the eASY.KSEI application, or changes to any
regulations, guidelines and/or explanations of KSEI related to the conduct of electronic
meetings through the eASY.KSEI application after the date of this Notice of Meeting, then such
changes) shall apply to the conduct of the Meeting, and all the provisions in these general
provisions concerning the conduct of electronic Meeting through the eASY.KSEI application are
deemed to be adjusted to such changes.

Additional Note:

To simplify the arrangement and order of the Meeting, the Shareholders or their proxies are
kindly reguested to be present at the Meeting venue no later than 30 (thirty) minutes before
the schedule of the Meeting. Registration will be closed at 10:00 am Western Indonesia Time.
The Shareholders or proxies of Shareholders who attend after the registration is closed and/or
have not registered by the close of registration, will be deemed absent, therefore they cannot
submit proposals and/or guestions and cannot cast votes at the Meeting.

Any Shareholder that has arrived at the Meeting venue but cannot enter the Meeting room due
to the limited room capacity may still exercise their rights by electronically attending the
Meeting or granting power of attorney (to attend the Meeting and cast a vote on each Meeting
agenda item) to the independent party designated by the Company (a representative of the
BAE), by completing and signing the written power of attorney provided by the Company at the
Meeting venue.

In the event of an emergency, which makes it impossible for the Company to hold the Meeting
physically, the Company will hold the Meeting electronically without the physical presence of
the Shareholders upon prior notice to the Company's Shareholders.

Jakarta, May 22”4, 2024
PT Global Digital Niaga Tbk
Board of Directors

File

File Open PDF
Source IDX
Size1.86 MB
Published22 May 2024
Pages7
Characters20,396
Text sourceOCR
OCR confidence0.931

Names mentioned 7 people and organisations named in the text · linked when the evidence is strong

linked org GLOBAL DIGITAL NIAGA TBK p.1 ×5
possible org Otoritas Jasa Keuangan p.1
possible — Central Business p.1
unresolved org Financial Services Authority p.1
unresolved person Christina Dwi Utami · Notaris p.2
unresolved org PT Datindo Entrycom p.3 ×2
unresolved org PT Kustodian Sentral Efek Indonesia p.4

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