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20240513_BELI_Pemanggilan RUPS_31638144_lamp3.pdf
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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
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
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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