PT GoTo Gojek Tokopedia Tbk. (GOTO) is planning to transfer 32.18 billion treasury shares—accumulated through its buyback program—to support the implementation of its Management and Employee Stock Option Program (MESOP). This plan will be presented to shareholders during an Extraordinary General Meeting of Shareholders (EGMS) scheduled for Wednesday, June 18, 2025. Shareholders eligible to attend and vote are those recorded in the company’s shareholder register as of May 26, 2025.

“The company intends to gradually transfer the treasury shares as part of the MESOP implementation, with a maximum time frame of three years from the date of shareholder approval,” GOTO’s management stated in an official disclosure on Tuesday (June 17, 2025).

This step complies with Articles 16 and 21 of the Financial Services Authority (OJK) Regulation No. 29/2023, which allows treasury shares obtained from buybacks to be used for internal incentive programs and mandates that the shares must be transferred within three years after the buyback period ends.

According to the management, this initiative not only supports the company’s internal incentive agenda but is also part of a broader strategy to retain top talent and strengthen GOTO’s competitiveness in the highly dynamic tech industry. MESOP is considered a long-term compensation tool that aligns employee interests with the company’s strategic goals.

By allocating treasury shares for MESOP, GOTO ensures that there will be no dilution of ownership for existing shareholders, as the program does not involve issuing new shares. The exercise price and share allocation scheme will be determined later by the board of directors, taking into account recommendations from the board of commissioners and the nomination and remuneration committee.

As additional information, the shares to be used for the MESOP (also referred to as ESOP/MSOP) are part of the repurchased shares acquired by GOTO between June 12, 2024, and June 11, 2025. During this period, the company successfully accumulated 32.18 billion Series A shares as treasury stock, with a total buyback realization of Rp2.09 trillion or approximately US$130.83 million.

This buyback initiative followed the resolution from the 2024 Annual General Meeting of Shareholders (AGMS), where shareholders approved a maximum fund allocation of US$200 million—or around Rp3.2 trillion—for share repurchases over a 12-month period. The implementation of the MESOP will be reported periodically to the Financial Services Authority (OJK) and the Indonesia Stock Exchange (IDX), in accordance with disclosure regulations and applicable share-based incentive rules.