Jakarta, Indonesia, June 8, 2023 - PT GoTo Gojek Tokopedia Tbk (“GoTo” or “the Company”) announced today the agenda for its Annual General Meeting of Shareholders (AGMS) and Extraordinary General Meeting of Shareholders (EGMS), to be held on 30 June 2023. The AGMS agenda, which includes proposed changes to the composition of GoTo's Board of Commissioners and Board of Directors, was disclosed via the Indonesia Stock Exchange (IDX), eAsy.KSEI and published on the Company's website.
The Company is announcing that President Director / Group CEO, Andre Soelistyo, has decided that, subject to shareholder approval, he will move up to a Commissioner role as Deputy Chairman and will therefore step away from the CEO position. As a board member, Andre will supervise and advise the Company on its strategic direction as it progresses towards becoming adjusted EBITDA positive by the end of the year and sustainable long term growth.
Patrick Walujo, currently a member of the Board of Commissioners of the Company, is nominated for shareholder approval to become President Director / Group CEO.
GoTo Group President Director, Chief Executive Officer and Co-Founder, Andre Soelistyo, said: “The progress we have made is built on the work of countless people, including the world class leaders who currently run the business. As a historically founder-led organization, GoTo has always prioritized the development of leaders, so we can move beyond founders towards long term professionalization. Our progress in this regard gives me confidence that now is the right time to allow the many leaders the Company has developed, including the presidents of our business units, Catherine, Hans and Melissa, to take things forward.
“Serving as CEO of GoTo has been a great honor and I will always be grateful for the opportunities the Company has brought to me. I am proud of the culture and resilience we have built and I believe that while change is ever present, our commitment to our mission will always stand. This company will constantly act as a catalyst for good, with values that ensure we continuously work to improve life and empower progress for our customers, be they drivers, merchants or consumers.”
Andre joined Gojek as President in 2015, leading the Company’s fundraising efforts and its transition to become Indonesia’s first homegrown unicorn. He led multiple Gojek fundraising rounds, attracting investment from many global financial and strategic investors, and was appointed Gojek co-CEO in 2019.
In 2021, he presided over the groundbreaking combination of Gojek and Tokopedia, which led to the creation of GoTo, and was appointed CEO of the combined group. As CEO, he led the business through its historic IPO on the Indonesia Stock Exchange in 2022, while personally overseeing the Gotong Royong Share Program, which provided driver-partners, merchants and consumers, as well as employees, with the opportunity to benefit from the IPO.
GoTo Group Commissioner, Patrick Walujo, said: “Over the years, GoTo has grown to become a globally recognised company rooted in the streets, kampungs and small businesses of Indonesia, that flies the flag for the country’s tech industry on the world stage.”
“As an early investor in Gojek and a current Commissioner of GoTo, I have always had confidence in the Company. Over the past few months, the board has been working closely with the management team on its strategy and profitability milestones. Subject to shareholders’ approval of my nomination, I will take an even more active role as we chart a course for the future. I will dedicate my full attention to GoTo, working closely with the management team to accelerate the progress of the business units, optimize for the company's profitability strategy and strengthen the foundations that have been laid for long term growth.”
Patrick brings deep knowledge of GoTo and its constituent businesses, as well as the global and Indonesian investment environment. He has been part of Gojek's journey from its earliest days, and was the first investor in the Gojek app, which ultimately led to a new way of life for millions of consumers, drivers and merchants. He is also a strong supporter of Indonesia’s digital economy, possessing an in-depth understanding of the tech sector, which will add great value to GoTo’s management team.
Subject to shareholder approval, Patrick will be supported by Gojek veteran Thomas Husted, who will be nominated as Vice President Director in order to take on the role of Chief Operating Officer. Thomas was Gojek’s CFO from 2017 to 2021 and played a critical role in the combination of Gojek and Tokopedia. During his tenure, he built much of the internal infrastructure that was required for GoTo’s IPO. Thomas and Patrick have worked together for many years.
In a further change of role and responsibilities to the Board of Commissioners, subject to shareholder approval, Commissioner Agus D.W. Martowardojo will assume the role of President Commissioner, while current President Commissioner Garibaldi Thohir will transition to the role of Commissioner.
Items on the GoTo AGMS agenda are:
- Shareholders’ approval on the Annual Report and approval of the audited Financial Statements for the financial year ended on December 31, 2022 and to give full release and discharge to all members of the Board of Directors and Board of Commissioners of the Company from their responsibilities with respect to their management and supervision performed in the relevant financial year.
- Shareholders’ approval on the determination of the salary and benefit of the BOD and determination of the honorarium and/or benefit of the BOC of the Company for Year 2023.
- Shareholders’ approval on the appointment of an Independent Public Accountant to conduct an audit of the Company’s Financial Statements for the year ended 31 December 2023.
- Report on the realization of use of proceeds from the Public Offering.
- Shareholders’ approval on the renewal of delegation of authority to the BOC for issuance of new shares in relation to the international Initial Public Offering
- Shareholders’ approval on the renewal of delegation of authority to the BOC for the issuance of new shares which will be granted to the members of the BOD, members of the BOC, and/or employees of the Company and its subsidiaries based on the Shares Ownership Program.
- Shareholders’ approval on the increase of capital without pre-emptive rights at a maximum of 10% of its issued and paid-up capital.
- Shareholders’ approval on the amendment of the Company’s Articles of Association in relation to the increase of issued and paid-up capital pursuant to any implementation of the following: (i) International IPO; (ii) Shares Ownership Program; and (iii) NPR
- Shareholders’ approval on the change of composition of the Company’s Board of Commissioners and Board of Directors
Items on the GoTo EGMS agenda, which will take place on the same day and immediately after the AGMS are:
- Independent shareholders’ approval of the members of the Board of Directors of the Company to become Series B shareholders.
- Shareholders’ approval on the proposed conversion of a number of Series B shares to Series A shares and conversion of Series A shares to Series B shares.
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About GoTo Group
PT GoTo Gojek Tokopedia Tbk (GoTo Group) is the largest digital ecosystem in Indonesia. GoTo’s mission is to “empower progress” by offering technology infrastructure and solutions that help everyone to access and thrive in the digital economy. The GoTo ecosystem consists of On-demand Services (mobility, food delivery, and logistics), E-commerce (third party marketplaces and official stores, instant commerce, interactive commerce, and rural commerce), and Financial Technology (payments, financial services, and technology solutions for merchants) through the Gojek, Tokopedia, and GoTo Financial platforms.
Contacts:
Media
GoTo Group: corporate.affairs@gotocompany.com
Investors/analysts
GoTo Group: ir@gotocompany.com
