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20240520_GOTO_Pemanggilan RUPS_31641188_lamp2.pdf
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INVITATION
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT GOTO GOJEK TOKOPEDIA Tbk (the "Company")
The Board of Directors of the Company hereby invite the shareholders of the Company to attend the
Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary General Meeting of
Shareholders which includes agenda that require Independent shareholders’ approval (“EGMS”,
hereinafter with AGMS shall be referred to as the “GMS”) of the Company which will be convened on:
Day/Date : Tuesday, June 11, 2024
Time : 09.00 AM – 12.30 PM Western Indonesian Time
Venue : Ballroom 3, Ritz Carlton Pacific Place, South Jakarta
Mechanism : Electronic meeting through eASY.KSEI platform and physical meeting
with limited attendance, up to 100 persons, on a first come first serve
basis, due to a room capacity limitation.
The Agenda of the GMS are as follows:
No. Agenda Explanation Voting Rights
Ratio for Series
B
AGMS
1. Approval on the Company’s annual The Company will provide the explanation To approve this
report for the financial year of 2023 to the shareholders or their proxies Agenda, the voting
which has been reviewed by the Board regarding the implementation of its right ratio for
of Commissioners (“BOC”), including business activity for the financial year Series B shares is
the approval of the consolidated ended on December 31, 2023 and the 30 votes for every
financial statements of the Company financial condition of the Company as Series B share.
and its subsidiaries for the financial stated in the audited financial statements of
year which ended on December 31, the Company for financial year ended on
2023, which has been audited by public December 31, 2023 in accordance with the
accounting firm of Purwantono, provision of Article 11 paragraph (4) of the
Sungkoro & Surja (member firm of EY Articles of Association and Article 69 of Law
global network) and granting full No. 40 of 2007 on Limited Liability
release and discharge (acquit et de Companies as amended by from time to
charge) to all members of the Board of time (“Companies Law”).
Directors (“BOD”) and the BOC of the
Company for their management and Referring to the Article 11 paragraph 5 of
supervisory duty carried out throughout the Company’s Articles of Association, the
the financial year which ended on ratification of the consolidated financial
December 31, 2023, provided that statements of the Company for the year
those actions are clearly reflected ended on December 31, 2023 by the AGMS
under the Company’s annual report for as mentioned above provides full release
the financial year of 2023 and audited and discharge (acquit et de charge) to the
consolidated financial statements of members of the BOD and the BOC of the
the Company and its subsidiaries for Company on their management and
the financial year which ended on supervisory duties carried out during such
December 31, 2023. financial year, so long as those actions are
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No. Agenda Explanation Voting Rights
Ratio for Series
B
stated in the financial statements, except for
fraud and other criminal actions.
2. Approval on determination of the salary This Agenda is conducted in order to fulfill To approve this
and benefit of the BOD and the provisions of Articles 96 and 113 of the Agenda, the voting
determination of the honorarium and/or Companies Law relating to the right ratio for
benefit of the BOC for the financial year determination of the remuneration of the Series B shares is
of 2024. BOD and the BOC of the Company in the 30 votes for every
financial year of 2024. Series B share.
3. Approval on the appointment of an This Agenda is conducted in order to fulfill To approve this
Independent Public Accountant and the provisions of Article 59 paragraph (1) of Agenda, the
Public Accounting Firm to audit the the Financial Services Authority (Otoritas Series B
consolidated financial statements of Jasa Keuangan or “OJK”) Regulation No. shareholders have
the Company for the financial year 15/POJK.04/2020 on the Plan and the same voting
2024. Implementation of General Meeting of rights as the
Shareholders of Public Companies and Series A
Article 11 paragraph (4) point d of Articles shareholders,
of Association of the Company, where the whereby one
Company proposes to re-appoint Public share represents
Accounting Firm Purwantono, Sungkoro & one vote.
Surja (member firm of Ernst & Young Global
Limited).
Pursuant to the provision of Article 3, OJK
Regulation No. 9/POJK.04/2023 on the
Regulation of the Use of Public Accountant
and Public Accounting Firm Services in the
Financial Service Activity, the appointment
of a public accountant must be based on the
Audit Committee’s assessment prior to the
recommendation to and approval from the
BOC to be conveyed for shareholders’
approval in the GMS. The assessment
performed by the Audit Committee includes
but is not limited to the assessment of the
independence of the public accountant
and/or public accounting firm which also
takes into account a review of the non-audit
services fees (which in financial year 2023
is below 10% of the annual audit fee of the
financial statements of Company and its
subsidiaries disclosed in the Annual Report
of 2023).
4. Report on the realization of the use of This Agenda is conducted in order to fulfill This Agenda does
proceeds resulting from the Initial the provisions of Article 6 paragraph (1) and not require voting
Public Offering. (2) of OJK Regulation No. and only a report
30/POJK.04/2015 regarding Realization to the
Report on the Use of Proceeds from the shareholders.
Initial Public Offering (“POJK 30/2015”).
Based on POJK 30/2015, the Company
must report the realization of the use of
proceeds from its Initial Public Offering
(“IPO”) in the AGMS until such proceeds
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No. Agenda Explanation Voting Rights
Ratio for Series
B
have been fully utilized.
This Agenda is only a report and hence, it
does not need to be approved by the
shareholders.
5. Approval on the renewal of delegation This Agenda is conducted in order to fulfill To approve this
of authority to BOC for the issuance of the provisions of Article 41 paragraph (2) of Agenda, the voting
new shares which will be granted to the Companies Law. right ratio for
members of the BOD, members of the Series B shares is
BOC, and/or employees of the Please be informed and for the avoidance 30 votes for every
Company and its subsidiaries based on of doubt, as disclosed in the Company’s Series B share.
the Shares Ownership Program IPO prospectus, the Company has
(“Share Ownership Program”). established a Share Ownership Program
based on the shareholders approval in
December 2021, whereas the Company
has obtained the shareholders’ approval in
accordance with Article 28 of OJK
Regulation No. 22/POJK.04/2021 on the
Implementation of Share Classifications
with Multiple Voting Rights by Issuer with
Innovation and High Growth Rate that
Conducts Share Equity Securities Public
Offering (“POJK 22/2021”). In connection
with the Share Ownership Program and
referring to the provisions of POJK 22/2021,
the Company will issue the right to
participants of the Share Ownership
Program to take shares in a maximum of
16,870,601,100 Series A Shares or a
maximum of 1.5% (one point five percent)
of the Company's issued and paid-up
capital, every year, for a period of 10 years
after the effective date of the Company's
IPO, which is March 30, 2022. Furthermore,
the shareholders have also approved the
delegation of authority to BOC to approve
the issuance of shares for the purposes of
the Share Ownership Program. Further, at
the AGMS that was held on June 30, 2023,
the Company has obtained approval to
renew the delegation of authority to the
BOC, which is valid until June 30, 2024. To
comply with Article 41 paragraph (2) of the
Companies Law and in order to implement
the Share Ownership Program, the
Company is seeking approval from the
shareholders to renew the delegation of
authority to BOC for one year until June 11,
2025.
6. Approval on the increase of capital This Agenda is conducted in order to To approve this
without pre-emptive rights at a comply with POJK 22/2021, in which such Agenda, the voting
maximum of 10% of the Company’s NPR will amend Article 4 paragraph (2) of right ratio for
issued and paid-up capital (“NPR”). Articles of Association of the Company as Series B shares is
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No. Agenda Explanation Voting Rights
Ratio for Series
B
the result of realization of the NPR. 30 votes for every
Series B share.
Based on Article 25 paragraph (1) letter b
POJK 22/2021, the Company may increase
its capital without pre-emptive rights at a
maximum of 10% of its issued and paid-up
capital within a one year period from the
date of the shareholders’ approval. If it is
deemed necessary and beneficial for the
Company, the Company may decide to
conduct an increase of its issued and paid
up capital for the purpose of obtaining
funding in the best interests of the Company
and its subsidiaries. This would be carried
out on an opportunistic basis, according to
the Company’s discretion and by
considering the prevailing market
conditions.
Please be informed and for the avoidance
of doubt, the Company has obtained
shareholders’ approval at the AGMS that
was held on June 30, 2023 to issue
additional shares for the purpose of NPR,
which can be implemented until June 30,
2024 (“2023 NPR”). On October 10, 2023,
the Company implemented the 2023 NPR
for a total of 17,045,733,334 Series A
shares which amounts to 1.42% of the
Company’s issued and paid up capital. The
Company will not implement the remaining
2023 NPR on or before June 30, 2024 and
therefore, the previous shareholders’
approval for the 2023 NPR will no longer be
valid. Therefore, the Company would like to
seek new approval from the shareholders to
implement the NPR for a maximum of 10%
from the total issued and paid-up capital of
the Company as stipulated under Article 25
paragraph (1) of POJK 22/2021, at any time
until June 11, 2025.
The disclosure of information relating to the
NPR has been published by the Company
on the Indonesia Stock Exchange (“IDX”)’s
website and the Company’s website
through the Company’s letter
No.046/GOTO/CS/JKT/V/2024 dated May
3, 2024.
7. Approval on the amendment of the This Agenda is submitted for the To approve this
Company’s Articles of Association in amendment of the Company’s Articles of Agenda, the voting
relation to the increase of issued and Association in connection with the AGMS right ratio for
paid-up capital pursuant to any Agenda number 5 and 6. The amendment Series B shares is
implementation of the following: (i) of the Company’s Articles of Association in 30 votes for every
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No. Agenda Explanation Voting Rights
Ratio for Series
B
Shares Ownership Program; and (ii) relation to the increase of issued and paid Series B share.
NPR. up capital of the Company relating to the
Share Ownership Program and NPR as
discussed in AGMS Agenda number 5 and
6 will only be conducted if the increase of
issued and paid up capital is implemented
by the Company.
EGMS
1. Approval of the Company’s shares This Agenda is proposed in relation to the To approve this
buyback plan in accordance with OJK Company's plan to buy back the Company's Agenda, the voting
Regulation No. 29 of 2023 on the shares in accordance with POJK 29/2023 right ratio for
Buyback of Shares Issued by Public (“Share Buyback”). The Company will Series B shares is
Companies (“POJK 29/2023”). continuously prioritise prudent investment 30 votes for every
in the fundamentals of the business, while Series B share.
maintaining cost discipline as the Company
aims to ensure that the Company’s growth
can be sustained over the long term. The
Share Buyback is conducted to ensure that
the Company has better flexibility and
optionality in managing capital and
maximising returns to shareholders.
The Share Buyback may be carried out in
stages within 12 (twelve) months starting
from the day after the EGMS of the
Company. The amount of funds allocated
for the Share Buyback shall be up to
IDR3,200,000,000,000 (three trillion and
two hundred billion Rupiah) or equivalent to
USD200,000,000 (two hundred million
United States Dollars) with the assumption
that USD1.00 is equivalent to IDR16,000.
Full explanation on the Share Buyback has
been disclosed in the disclosure of
information in relation to the Share Buyback
that was published by the Company on the
IDX’s website and the Company’s website
through the Company’s letter
No.046/GOTO/CS/JKT/V/2024 dated May
3, 2024.
The refloat of the shares that results from
the Share Buyback may be subject to the
shareholders’ approval in the future in
accordance with the prevailing laws and
regulations.
2. Approval on the reappointment of Mr. Pursuant to Article 20 paragraph (2) of the To approve this
Dirk Van den Berghe as an Company’s Articles of Association juncto Agenda, the
Independent Commissioner of the Article 23 of OJK Regulation No. Series B
Company 33/POJK.04/2014 on Board of Directors shareholders have
the same voting
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No. Agenda Explanation Voting Rights
Ratio for Series
B
and Board of Commissioners of Issuer or rights as the
Public Company (“POJK 33/2014”), Series A
members of BOC are appointed and shareholders,
dismissed by the general meeting of whereby one
shareholders. share
representing one
The term of office of the following members vote.
of the Company’s BOC:
3. Approval on the reappointment of Mr. To approve this
1. Mr. Dirk Van den Berghe as an
Garibaldi Thohir as a Commissioner of Agenda, the voting
the Company Independent Commissioner of the right ratio for
Company; Series B shares is
4. Approval on the reappointment of Mr. 2. Mr. Garibaldi Thohir as a 30 votes for every
Wishnutama Kusubandio as a Commissioner of the Company; and Series B share.
Commissioner of the Company 3. Mr. Wishnutama Kusubandio as a
Commissioner of the Company,
will end at the closing of 2024’s AGMS.
Given the performance of the above
members of the BOC in support of the
Company’s performance, the Company
plans to reappoint these individuals as
members of the BOC. These
reappointments will be their second term of
office as BOC members of the Company.
In respect of the above, the Company seeks
approval for the reappointment of the above
BOC members, with effective term of office
beginning at the closing of the EGMS and
ending upon the closing of the 3rd AGMS
after this EGMS (in this case, 2027), without
prejudice to the rights of the GMS to dismiss
these individuals at any time in accordance
with Article 20 paragraph (2) of the
Company’s Articles of Association.
The curriculum vitae of Mr. Dirk Van den
Berghe, Mr. Garibaldi Thohir and Mr.
Wishnutama Kusubandio has been
published simultaneously with this EGMS
invitation on the Company’s website on the
date of this invitation.
5. Approval on the resignation of Mr. With reference to the same article To approve this
Andre Soelistyo as a Commissioner of provisions as stated in the explanation of Agenda, the voting
the Company the EGMS Agenda number 2, 3 and 4 and right ratio for
additionally based on Article 20 paragraph Series B shares is
(5) of the Company’s Articles of Association 30 votes for every
juncto Article 8 paragraph (3) and Article 27 Series B share.
of the POJK 33/2014, the resignation and
the appointment of the BOC must obtain
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No. Agenda Explanation Voting Rights
Ratio for Series
B
approval from the shareholders.
As disclosed by the Company on May 20,
2024, the Company has received the
resignation letter from Mr. Andre Soelistyo
from his position as a Commissioner of the
Company dated May 17, 2024.
In respect of the above, the Company seeks
approval from the shareholders for the
resignation of Mr. Andre Soelistyo from his
position as a Commissioner of the
Company.
6. Approval on the appointment of Mr. With reference to the same article To approve this
John A. Prasetio as an Independent provisions as stated in the explanation of Agenda, the
Commissioner of the Company the EGMS Agenda number 2, 3 and 4, the Series B
Company proposes to change the shareholders have
Company’s BOC composition by appointing the same voting
one new Independent Commissioner of the rights as the
Company, Mr. John A. Prasetio, with Series A
shareholders,
effective term of office beginning at the
whereby one
closing of this EGMS and ending upon the
share
closing of the 3rd AGMS after this EGMS (in representing one
this case, 2027), without prejudice to the vote.
rights of the GMS to dismiss this individual
at any time in accordance with Article 20
paragraph (2) Articles of Association of the
Company.
In appointing the new Independent
Commissioner, the Company has
considered (i) the end of terms of office of
Mr. Robert Holmes Swan as an
Independent Commissioner of the
Company at the closing of the 2024 AGMS,
(ii) the requirement to have a minimum of
30% Independent Commissioners of the
total members of the BOC pursuant to
Article 20 paragraph (3) POJK 33/2014, and
(iii) the need to strengthen the BOC
supervisory function which supports the
Company’s performance and candidate
profile in accordance with the qualifications
and requirements to be an Independent
Commissioner of the Company.
The curriculum vitae of Mr. John A. Prasetio
has been published simultaneously with this
EGMS invitation on the Company’s website
on the date of this invitation.
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No. Agenda Explanation Voting Rights
Ratio for Series
B
7. Approval on the reappointment of Mr. Pursuant to Article 17 paragraph (3) of the To approve this
Wei-Jye Jacky Lo as a Director of the Company’s Articles of Association Agenda, the voting
Company juncto Article 3 paragraph (1) of POJK right ratio for
33/2014,members of BOD are Series B shares is
8. Approval on the reappointment of Mr. appointed and dismissed by the 30 votes for every
Hans Patuwo as a Director of the general meeting of shareholders. Series B share.
Company
The term of office of the following members
9. Approval on the reappointment of Ms.
of BOD:
Catherine Hindra Sutjahyo as a
Director of the Company 1. Mr. Wei-Jye Jacky Lo as a Director of
the Company;
2. Mr. Hans Patuwo as a Director of the
Company; and
3. Ms. Catherine Hindra Sutjahyo as a
Director of the Company,
will end at the close of 2024 AGMS.
Given the performance of the above
Directors in support of the Company’s
performance, the Company plans to
reappoint the above members of the BOD
as members of the BOD.
In respect of the above, the Company seeks
approval on the reappointment of the
Company’s BOD members, with effective
term of office beginning at the closing of the
EGMS and ending upon the closing of the
3rd AGMS after this EGMS (in this case,
2027), without prejudice to the rights of the
GMS to dismiss these individuals at any
time in accordance with Article 17
paragraph (3) of the Company’s Articles of
Association.
Accordingly, pursuant to the EGMS Agenda
2 - 9 and with the end of the term of
Mr. William Tanuwijaya, Mr. Robert
Holmes Swan, and Ms. Melissa Siska
Juminto at the close of 2024 AGMS, the
composition of the Company’s BOC and
BOD will be as follows:
Board of Commissioners
- President Commissioner: Mr. Agus D. W.
Martowardojo
- Commissioner: Mr. Garibaldi Thohir
- Commissioner: Mr. Winato Kartono
- Commissioner: Mr. Wishnutama
Kusubandio
- Independent Commissioner: Mr. Dirk Van
den Berghe
- Independent Commissioner: Ms. Marjorie
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No. Agenda Explanation Voting Rights
Ratio for Series
B
Tiu Lao
- Independent Commissioner: Mr. John A.
Prasetio
Board of Directors
- President Director: Mr. Sugito Walujo
- Vice President Director: Mr. Thomas K.
Husted
- Director: Mr. Wei-Jye Jacky Lo
- Director: Mr. Hans Patuwo
- Director: Ms. Catherine Hindra Sutjahyo
- Director: Mr. Pablo Malay
- Director: Ms. Nila Marita
The curriculum vitae of Mr. Wei-Jye Jacky
Lo, Mr. Hans Patuwo and Ms. Catherine
Hindra Sutjahyo has been announced
simultaneously with this EGMS invitation on
the Company’s website on the date of this
invitation.
10. Independent shareholders’ approval of This Agenda is conducted in order to fulfill The Series B
Mr. Sugito Walujo, a member of Article 5 paragraph (2) of the Company’s shareholders are
the BOD of the Company, to Article of Association juncto Article not allowed to vote
become a Series B shareholder. 12 paragraph (5) of POJK 22/2021 on this agenda.
relating to the determination of the
member of the BOD who has significant
contribution to the growth of the Company's
business may become the Series B
shareholders if it is approved by the
Company’s independent shareholders.
There will not be any new Series B
shares issued by the Company in relation
to this Agenda. In case the new MVS
holders plan to acquire the Series B
shares, then such Series B shares will be
acquired from the current MVS holders. The
Company has no plan to increase the
number of Series B shares or issue new
Series B shares to any MVS holders, and
as such there will be no dilution.
The Company is a technology company in
a highly competitive, innovative and
dynamic industry. The Company is also a
newly listed company (2 years since the first
day of listing). The success of the Company
was driven by the vision and mission of its
founders who were previously part of the
management team, however are now no
longer actively involved in the day to day
running of the Company. The current
management team, under Mr.
Sugito Walujo, now leads the Company and
is building on and developing the vision and
mission of the original founders.
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No. Agenda Explanation Voting Rights
Ratio for Series
B
The leadership, vision and mission of the
Company’s senior management,
particularly Mr. Sugito Walujo, as the
President Director, is critical for ensuring
the Company’s long term sustainable
growth. The Company needs a strong and
innovative leader, and Mr. Sugito Walujo,
who is also an early investor in the
Company, fulfills such criteria. The MVS
structure and the appointment of Mr. Sugito
Walujo as an MVS holder will help to
ensure the continuity and alignment of the
founders and Company’s vision and
mission and it also shows the commitment
of Mr. Sugito Walujo to build the Company.
Mr. Sugito Walujo who is the President
Director of the Company is proposed to
become a Series B shareholder, as he has
served as the President Director since June
2023. Mr. Sugito Walujo was an early
investor of the Company who has been
supporting the development of the
Company since its early days. Under his
leadership as the President Director/CEO,
the Company has pursued long-term
fundamental value creation such as
achievement of the Adjusted EBITDA
positive target in Q4 2023 as well as the
commencement of strategic partnership
with TikTok. In addition, as an early investor
of the Company, he is able to bring
shareholders’ perspectives to key
strategic decisions of the Company. You
can read further his contribution in
this link
https://www.gotocompany.com/en/investor-
relations/gms.
The current sunset period for the MVS is 7
years 9 months from the EGMS date,
ending in March 2032 (pursuant to the
Article 5 of POJK 22/2021). This Agenda
will not result in any extension of the sunset
period for the MVS, as referred above and
will not result in the increase of the number
of the series B shares. The remaining MVS
period until 2032 is a hard time-bound
sunset regulated under the applicable
regulations in Indonesia and is deemed to
give sufficient time for the Company to
become more mature post IPO.
Furthermore, the Company is committed to
this sunset period as also stipulated under
the Company’s Articles of Association. The
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No. Agenda Explanation Voting Rights
Ratio for Series
B
sunset period applied by the Company is
much stricter compared to other technology
companies globally, which typically do not
have a hard-set sunset period. The MVS
structure is a temporary measure
needed for the Company’s current stage
of growth, but the Company is committed
to upholding good governance
principles and protecting minority
shareholders’ interest and will eliminate
the unequal voting rights share in
accordance with the sunset period. The
Company is also subject to a strict set of
rules in Indonesia which ensure
shareholders protection and equal
treatment for all shareholders.
Note:
1. The GMS Announcement was announced by the Company on May 3, 2024 on the IDX's website,
the Company’s website and KSEI Electronic General Meeting System ("eASY.KSEI") platform.
2. The Company will not send a separate invitation to each shareholder of the Company, thus this
invitation shall be treated as the official invitation for the shareholders of the Company. For
shareholders who intend to attend the GMS physically, will be subject to the mechanism in point 7
below.
3. Shareholders entitled to attend the GMS are the shareholders of the Company whose names are
registered in the Register of Shareholders of the Company and/or the shareholders of the Company
in sub securities accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) on May 17, 2024 at the
close of stock trading closure on the IDX until 4.00 PM Western Indonesian Time (“Eligible
Shareholders”).
4. Please be informed that if the 10th Agenda of EGMS does not fulfill the attendance quorum, then
second EGMS in relation to the 10th Agenda of the EGMS will be held within a period of no less than
10 (ten) days and no more than 21 (twenty-one) days after the first EGMS is held.
5. Materials related to the GMS are available and accessible through the Company's website on
https://www.gotocompany.com/investor-relations/gms and eASY.KSEI on easy.ksei.co.id, as of the
date of the invitation until the date of the GMS. The Company will not provide hard copy documents
to the shareholders.
6. The GMS will be held physically with limited attendance and electronically through eASY.KSEI
platform, pursuant to the provisions of OJK Regulation No. 16/POJK.04/2020 regarding the
Implementation of Electronic General Meetings of Shareholders of Publicly-listed Companies. The
physical attendance is limited to 100 persons, on a first come first serve basis, due to a
maximum room capacity limitation.
7. The participation of the shareholders in the GMS can be conducted through the following mechanism:
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(a) electronic attendance at GMS through eASY.KSEI platform; or
(b) physical attendance at GMS, which limited up to 100 shareholders, or represented by its
proxies (first come first serve basis).
8. Electronic GMS attendance procedure:
(a) The Eligible Shareholders must first be registered in the KSEI's Securities Ownership Reference
facility ("AKSes KSEI"). In the event that the Shareholder has not registered, please register
through the website https://akses.ksei.co.id.
(b) Eligible Shareholders may declare their attendance until no later than June 10, 2024 at 12.00
PM Western Indonesia Time Zone ("Deadline for Attendance Declaration").
(c) The following parties shall register their attendance through the eASY.KSEI platform on the date
of the AGMS from 08.00 AM until 09.00 AM Western Indonesia Time:
(i) the Eligible Shareholders that have not declared their electronic attendance until the
Deadline for Attendance Declaration;
(ii) the Eligible Shareholders that have declared their electronic attendance but have not cast
their votes until the Deadline for Attendance Declaration;
(iii) the individual representatives and the independent party appointed by the Company (i.e.,
PT Datindo Entrycom as the Company's Share Registrar) that have received power of
attorney from the Eligible Shareholders but the relevant shareholders have not cast their
votes until the Deadline for Attendance Declaration; and
(iv) the KSEI participants or intermediaries (custodian banks or securities companies) that have
received powers of attorney from the Eligible Shareholders that have cast their votes
through the eASY.KSEI platform.
(d) Eligible Shareholders who have given a declaration of attendance or power of attorney to the
individual representative or independent party and have determined the voting options for the
GMS agenda in eASY.KSEI platform until the specified time limit, then the person concerned
does not need to register attendance electronically in eASY.KSEI platform.
(e) Any delay or failure in the electronic registration process for any reason will result in the Eligible
Shareholders or their proxies being unable to attend the GMS electronically, and their
shareholdings will not be counted towards the attendance quorum.
9. Procedures for granting power of attorney:
(a) For the individual shareholders who are holding scripless shares
The Company has prepared 2 (two) types of power of attorney, namely (i) Electronic Power of
Attorney ("e-Proxy") which can be accessed electronically on the eASY.KSEI platform through
http://www.ksei.co.id and (ii) Conventional Power of Attorney.
(i) e-Proxy through eASY.KSEI - a system for granting a power of attorney provided by KSEI
to facilitate and integrate proxies from scripless shareholders whose shares are held in
KSEI Collective Custody to their proxies electronically. The attorney who is available at
eASY.KSEI is an independent party appointed by the Company. Any member of the BOD
and the BOC as well as any employee of the Company cannot act as the proxy of a
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shareholder in the GMS. Further information regarding the independent proxies appointed
by the Company can be accessed in eASY.KSEI platform through http://www.ksei.co.id.
The e-Proxy will be subject to the procedures, terms and conditions as set out by KSEI. In
accordance with the OJK Regulation No. 15/POJK.04/2020 regarding Plan and
Implementation of General Meeting of Shareholders of Public Companies, the power of
attorney shall be granted no later than 1 (one) business day prior to the holding of the GMS.
(ii) Conventional Power of Attorney – the form which includes voting. The power of attorney
that has been completed and signed by the shareholders along with the supporting
documents must be submitted to the PT Datindo Entrycom, the Company’s Shares
Registrar, at Jl. Hayam Wuruk No. 28, Jakarta 10210, Indonesia no later than June 10,
2024 at 12.00 PM Western Indonesia Time or through email at dm@datindo.com.
(b) For shareholders who are holding script shares
The Company has prepared a Conventional Power of Attorney – the form which includes voting.
The power of attorney that has been completed and signed by the shareholders along with the
supporting documents must be submitted to PT Datindo Entrycom, the Company’s Shares
Registrar, at Jl. Hayam Wuruk No. 28, Jakarta 10210, Indonesia no later than June 10, 2024 at
12.00 PM Western Indonesia Time or through email at dm@datindo.com.
The form of the Conventional Power of Attorney and information regarding the independent
proxies appointed by the Company can be obtained through the Company’s website at
https://www.gotocompany.com/investor-relations/gms or by contacting the Corporate Secretary
by email at corpsecretary@gotocompany.com or to PT Datindo Entrycom, the Company’s
Shares Registrar, at Jl. Hayam Wuruk No. 28, Jakarta 10210, Indonesia.
(c) Only power of attorney that has been validated as shareholders of the Company are entitled to
attend the GMS and will be counted in the quorum calculation for the voting.
Verification will be conducted physically by (i) PT Datindo Entrycom, the Company’s Shares
Registrar, and (ii) the Notary, before entering the GMS room. Therefore, the appointed proxy
through a conventional power of attorney, either from the individual shareholders or the
shareholders in the form of legal entities must bring the original power of attorney and its
supporting documents to the GMS.
10. The Eligible Shareholders or their proxies can view the ongoing GMS through a Zoom webinar by
accessing the eASY.KSEI menu, the Tayangan RUPS (GMS Video Streaming) submenu, on the
AKSes KSEI platform (https://akses.ksei.co.id/), subject to the following terms:
(a) the Eligible Shareholders or their proxies have been registered on the eASY.KSEI platform by
no later than June 10, 2024, 12:00 PM Western Indonesia Time;
(b) the GMS video streaming has the capacity of up to 500 participants, and the participants’
attendance will be determined on a first-come, first-served basis. The Eligible Shareholders or
their proxies that cannot view the GMS through the GMS video streaming will still be considered
as validly attending the electronic GMS and their share ownership and votes will be taken into
account in the GMS as long as they have been registered on the eASY.KSEI platform;
(c) the Eligible Shareholders or their proxies who view the ongoing GMS through the GMS video
streaming but whose electronic attendance are not duly registered on the eASY.KSEI platform
will not be considered as validly attending the electronic GMS and therefore their attendance
will not be counted in the attendance quorum for the GMS; and
13
Page 14
(d) to get the best experience in using the eASY.KSEI platform and/or the GMS video streaming,
the shareholders or their proxies are advised to use the Mozilla Firefox browser.
For shareholders who are unable to access through eASY.KSEI platform and shareholders who own
script shares, you can view the ongoing GMS video streaming via Zoom link:
For AGMS: https://bit.ly/GoToRUPST204
For EGMS: https://bit.ly/GoToRUPSLB2024
11. The Eligible Shareholders and its proxies, who will attend the GMS physically, are required to show
a copy of their National Identity Card (KTP) or other evidence of identity both for the shareholders
and their proxies to the registration officer of the Company’s GMS before entering the GMS venue.
Shareholders in the form of legal entities shall submit the copy of its Articles of Association and its
amendments respectively, including the last composition of the management. Shareholders whose
shares have been registered in KSEI collective custody shall bring the Written Confirmation for the
GMS which can be obtained from the securities companies or their respective custodian banks,
where the Eligible Shareholders have opened the securities account.
12. In order to facilitate the arrangement and orderliness of the GMS:
a. the shareholders or their proxies must arrive and register their attendance no later than 08.30
AM Western Indonesian Time. The registration deck will close 30 minutes before the GMS is
started. Shareholders or their proxy who arrive after the registration desk is closed or late/fail to
register by electronic with any reason, deemed as absence or will not be counted for the
attendance quorum.
b. Shareholders or their proxy that has arrived in the venue, but cannot enter the venue due to the
limited room capacity, may still exercise their rights by granting power to an independent party
appointed by the Company (i.e. PT Datindo Entrycom as the Company's Share Registrar) by
completing and signing the power of attorney provided by the Company, so then they may still
use their rights to attend and cast vote in the GMS by being represented by the independent
party.
13. The Company does not provide a hard copy of the Annual Report, food, beverages, and souvenirs.
Shareholders can access the Annual Report on the Company’s website.
Jakarta, May 20, 2024
PT GoTo Gojek Tokopedia Tbk
Board of Directors
14
Names mentioned 25 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.2
unresolved
org
Young Global Limited
p.2
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
person
Agus D. W. Martowardojo
· President Commissioner
p.8 ×3
unresolved
person
Marjorie
· Commissioner
p.8
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.11
unresolved
org
PT Datindo Entrycom
p.12 ×6
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