20240506_BELI_Laporan Informasi dan Fakta Material_31635543_lamp2.pdf

DEFINITION

BAE

IDX

Shareholders Register

Company Group

Option Rights

Exchange Day

Calendar Day

Business Day

KSEI

MOLHR

Financial Services
Authority or OJK
(Otoritas Jasa Keuangan)

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.

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.

means the list containing the names of the Company's Shareholders,
as stipulated underthe Company Law.

means the Company and the Controlled Companylies) of the
Company.

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 to the MESOP Program.

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 ofthe 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.

means 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.

2

Shareholders

Independent
Shareholders

Regulation No. I-A

Controlled Company

MESOP Program
Participants

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.

means a company that is controlled either directly or indirectly 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,

NI. 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.

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.

OPNDARPNA

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.

OJK Regulation No.
15/2020

OJK Regulation No.
42/2020

OJK Regulation No.

32/2015

MESOP Program

GMS

EGMS

Shares

New Shares

PMTHMETD New
Shares

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. 42/POJK.04/2020 on Affiliated
Transactions and Conflict of Interest Transactions.

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 ora maximum of
7.634 (seven point six three 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, 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

MESOP Program New
Shares

OJK Law

Capital Market Law

Company Law

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 Law No. 21 of 2011 on the OJK, as partially amended by Law
No. 4 of 2023 on the Development and Reinforcement of the
Financial Sector.

means Law No. 8 of 1995 on the Capital Market as partially amended
by Law No. 4 of 2023 on the Development and Strengthening of the
Financial Sector.

means Law No. 40 of 2007 on Limited Liability Companies as partially
amended by Law No. & of 2023 on the Stipulation of Government
Regulation in Lieu of Law No. 2 of 2022 on Job Creation into Law.

LINTRODU

ION

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. 32/2015.

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.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. 32/2015, a public company may conduct
PMTHMETD in the issuance of shares and/or other eguity securities not in the context of a financial
distress.

The Proposed Transaction will be carried out with due observance to the provisions of Article 8C of
OJK Regulation No. 32/2015, whereby capital increase not in the context of a financial distress as
referred to in Article 3 letter (b) of OJK Regulation No. 32/2015 can only be carried out at a maximum
of 104 of the total issued and fully paid-up shares.

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 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.
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. 32/2015, 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 outthe
business activities of the Company and the Controlled Company, 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 on Decree No. AHU-15519.AH.01.01.TAHUN 2010 dated25March
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 Niagawas 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 lastlyamended by
Deed No. 99/2024 (“Articles of Association”).

7

Business Activities

Based on Article 3 of Deed No. 2 dated 2 June 2022, made before Christina Dwi Utami, S.H.,
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 tothe 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 purpose and objective of the Company
is currently to engage in retail trade through media for mixed goods, e-commerce application
development activities, web portals and/or digital platforms with commercial purposes, by
carrying out the following business activities:

1 Business Activities, as follows:

a.

Retail Trade Through Media for Various Other Goods (KBLI 2020 Number 47919),
This group includes the business of retail trade of various other goods through
orders and goods will be sent to buyers according to the desired goods based on
catalogues, models, telephones, televisions, internet, mass media and the like.
Retail Trade Through Media for Mixed Goods as Mentioned in 47911 through 47913
(KBLI 2020 Number 47914),

This group includes retail trade businesses of various types of mixed goods as
mentioned in 47911 to 47913 by order (mail, telephone or internet) and the goods
will be sent to buyers according to the desired goods based on catalogs,
advertisements, models, telephones, radio, television, internet, mass media and the
like.

Retail Trade of Various Kinds of Goods, Mainly Food, Beverages or Tobacco in
Minimarkets/Supermarkets/Hypermarkets (KBLI 2020 Number 47111),

This group includes retail trade businesses of various types of necessities, mainly
foodstuffs, beverages or tobacco at predetermined prices and buyers take and pay
themselves to the cashier (self service). In addition, it can also sell some non-food
items such as household furniture, children's toys and clothing. For example,
minimarkets or supermarkets or hypermarkets.

Web Portal and/or Digital Platform with Commercial Purpose (KBLI 2020 Number
63122):

This group includes operating websites for commercial purposes that use search
engines to generate and maintain large databases of Internet addresses and
content in searchable formats, operation of websites that act as portals to the
internet, such as media sites that provide regularly updated content, either directly
or indirectly for commercial purposes, operation of digital platforms and/or
sites/web portals that carry out electronic transactions in the form of business
activities of facilitation and/or mediation of the transfer of ownership of goods
and/or services and/or other services via the internet and/or electronic devices
and/or other electronic system means with commercial purposes (profit) which
includes activities either one, part or all of electronic transactions, namely ordering,
payment, delivery of these activities. Included in this group are websites/web
portals and/or digital platforms with commercial purposes (profit), which are
applications used to facilitate and/or mediate electronic transaction services, such
as marketplaces, digital advertising and on-demand online services. This group
does not include financial technology (Fintech). Fintech Peer to Peer (P2P)
Lending (6495) and Fintech Payment services (6641).

2. Other business activities that support the Main Business Activities, as follows:

a.

E-Commerce Application Development Activities (KBLI 2020 Number 62012),
This group includes the development of e-commerce applications. Activities

8

include consultation analysis and application programming for trading activities via
the internet.

Capital Structure and Shareholder Composition
Based on Deed No. 99/2024 and the Company's Shareholder's Register prepared by PT Datindo

Entrycom as the Company's BAE, the following is the Company's share ownership structure as
of 30 April 2024:

Nominal Value Rp250 pershare

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 99171137,520 24,792,784,830.000 8049
2. Public 24039,359,096 6,009,839,774,000 19.51
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 69197,375,846,000

Management and Supervision

Based on Deed No. 200 dated 19 June 2023, 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.01.09-0130144 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 Commissioner

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

Independent Commissioner 1 Dr. Ir. Raden Pardede
Independent Commissioner 1 Dr. Ir. Kusmayanto Kadiman

Board of Director

President Director 1. Kusumo Martanto
Director 1. Hendry

Director 1 Lisa Widodo

Director 1 Eric Alamsjah Winarta
Director 1 Andy Untono
Director 1 Ronald Winardi

On the date of this Information Disclosure, the Company's Board of Directors and the Board of
Commissioners of the Company 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.

AA.

A.2.

A3.

A4.

A5.

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.

Exercise Period of MESOP Program

With reference to the provisions of OJK Regulation No. 32/2015, 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

10

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:

Period of Granting Option
Rights

Date of Exercise of Option Rights

30 calendar days commencing from 15 December 2024
30 calendar days commencing from 15 March 2025
30 calendar days commencing from 15 December 2025
30 calendar days commencing from 15 March 2026
30 calendar days commencing from 15 December 2026
30 calendar days commencing from 15 March 2027
30 calendar days commencing from 15 December 2027
30 calendar days commencing from 15 March 2028
30 calendar days commencing from 15 December 2028

15 December 2024 -
14 January 2029

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

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

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

B.2.

B.3.

B.4.

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. 32/2015 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 904
(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

Below is the comparison of the Company's consolidated balance sheet as of 31 March 2024 and
the proforma of the Company's consolidated balance sheet on such date if the Capital Increase
Other Than MESOP Program has been implemented, using the following assumptions:

. The exercise price of the PMTHMETD New Shares is Rp472 per share which is the closing
price of the Company's share as of 30 April 2024: and
. All of the PMTHMETD New Shares of 4,900,240,527 shares have been issued.

Financial Position Before Capital Increase Other | After Capital Increase Other
(in million Rp) Than MESOP Program Than MESOP Program
Asset
Current Asset 7,925,724 10,233587
Non-current Asset 6,996,323 6,966,323
Total Asset 14,892,047 17,199,910
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
8,196,868 10,504,731
Total Liabilities and Eguity 14,892,047 17,199,910
Debt to Eguity Ratio 0.82 0.64

B.5.

After the Capital Increase Other Than MESOP Program, total of assets and eguity of the
Company will increase 154 and 2844, respectively, due to the funds obtained from the Capital
Increase Other Than MESOP Program. The Company's debt to eguity ratio decreases from 0.82
times to 0.64 times.

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.

Inaccordance with the provisions of Articles 44B and 44C of OJK Regulation No.32/2015, 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. 32/2015, 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.

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.

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 30 April
2024 from PT Datindo Entrycom, the following is the proforma capital and composition of
Company's Shareholder composition before and after issuance of New Shares:

Before the Issuance of the New Shares After the Issuance of the New Shares

Description Nominal Value Rp250 per share Nominal Value Rp250 per share

Shares Nominal Value (Rp) Shares Nominal Value (Rp)

Authorized Capital | 400,000,000,000 | 100,000,000,000,000 | - 400,000,000,000 | 100,000,000,000,000

Issued and Paid-up Capital Issued and Paid-up Capital
PT Global 99171137,520 24,792,784,830,000 8049 99171137,520 24,792,784,830,000 7478
Investama Andalan"
Public 24,039,359,096 6,009,839,774,000 19,51 24,039,359,096 6,009,839,774,000 1813
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 30 April 2024 is as follows:

No. Name Position Number
Shares

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 93,274993 0.0757
6. Hendry Director 6,954,998 0.0056
7. 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 50,942,400 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, thus it 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.

m

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
business activity and business development of the Company.

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

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 the trust 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. 32/2015, 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

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.

15

The provisions of attendance guorum and approval guorum as reguired under Article 8A paragraphs
(2) and (3) of OJK Regulation No. 32/2015 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.

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.

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.

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.

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.

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.

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.

For Shareholders who reguire further information in connection with this Information Disclosure,
regarding the matters mentioned above can contact the Company on Business Days at the following
address:

Head Office:
Jl. Jend A. Yani No. 34, Panjunan Village, Kota Kudus Sub-district, Kudus Regency,
Central Java, Indonesia, 59317
Phone: (0291) 431695
Website: https://about.blibli.com

Email: corp.sec@gdn-commerce.com

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