INVITATION OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BUKIT ULUWATU VILLA TBK.
Board of Directors of PT Bukit Uluwatu Villa Tbk. (the “Company”) hereby invites the Shareholders of the Company to attend the Extraordinary General Meeting of Shareholders (the “EGMS”), which will be held on:
Day/Date : Monday, March 24th 2025
Time : 10.00 Western Indonesian Time
Venue : Financial Hall Graha CIMB Niaga, 2nd Floor, Jl. Jend. Sudirman Kav. 58, Jakarta 12190
Mechanism : The EGMS was held in a hybrid (physical and online), online implementation via the eASY.KSEI application.
The EGMS Agenda:
1. Approval of the plan to issue new shares through the implementation of the Capital Increase by Granting Pre-emptive Rights (“HMETD“) to the Company’s shareholders.This will be implemented based on Financial Services Authority Regulation No. 32/POJK.04/2015 concerning Capital Increase of Public Companies by Providing Pre-emptive Rights juncto Financial Services Authority Regulation No. 14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation No. 32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Pre-emptive Rights, including approval of the amendment of Article 4 paragraph (2) of the Company’s Articles of Association concerning Issued and Paid-up Capital in connection with the realization of the proceeds of the capital increase by granting Pre-emptive Rights to the Company’s shareholders.
Explanation:
The First Agenda of this EGMS is held in order to fulfill the provisions of Financial Services Authority Regulation No. 32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Preemptive Rights juncto Financial Services Authority Regulation No.14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation No.32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Preemptive Rights and the Company’s Articles of Association. Furthermore, the Company’s plan to carry out capital increase by granting HMETD will amend Article 4 paragraph (2) of the Company’s Articles of Association in connection with the realization of the results of capital increase by granting HMETD to the Company’s shareholders.
2. Approval of Changes to the Composition of the Company’s Board of Commissioners.
Explanation:
The Second Agenda of this EGMS is held to comply with the provisions of Article 26 of the Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, as well as Article 17 of the Company’s Articles of Association. The Company will seek the EGMS’ approval for the changes to the composition of the Company’s Board of Directors and Board of Commissioners.
Notes:
1. The Company does not send a separate invitation letter to the Shareholders, so this Invitation serves as an official invitation for all Shareholders of the Company. This Invitation can also be viewed, among others, on the Company’s website (www.buvagroup.com), the website of PT Bursa Efek Indonesia (IDX) (https://idx.co.id/) and the website of PT Kustodian Sentral Efek Indonesia (“KSEI”) (https://www.ksei.co.id) and/or the eASY.KSEI platform (https://akses.ksei.co.id/);
2. The Company’s Shareholders who are entitled to attend or be represented at the Company’s EGMS are the Company’s Shareholders whose names are legally registered in the Company’s Shareholders Register on Thursday, February 27th, 2024 at 16.00 Western Indonesia Time or their authorized proxies;
3. The materials for the EGMS agenda and the EGMS Rules and other documents related to the implementation of the EGMS are available and can be accessed and downloaded through the Company’s website (Investor Relations) since this Invitation until the EGMS is held. The Company does not provide materials in hardcopy form at the EGMS;
4. In connection with the holding of the EGMS through eASY.KSEI, the participation of Shareholders in the EGMS can be done with the following mechanisms:
a. Attend the EGMS electronically through the eASY.KSEI application (https://akses.ksei.co.id/);
b. Represented by another party by providing power of attorney electronically through the eASY.KSEI application (https://akses.ksei.co.id/) or providing power of attorney conventionally; or
c. Attend the EGMS physically.
5. Shareholders can attend electronically as referred to in number 4 letter (a) above, or provide power of attorney electronically (e-Proxy) through the eASY.KSEI application by following the steps as in the registration guide, use, and explanation regarding eASY.KSEI (e-Proxy and e-voting) on the eASY.KSEI website (https://akses.ksei.co.id/);
6. Shareholders of the Company can be represented by their proxies:
a. By providing electronic power of attorney (e-Proxy) through the eASY.KSEI application with the provision that Shareholders are required to submit their power of attorney and votes, make changes to the appointment of the power of attorney and/or vote choices for the agenda of the EGMS, or revoke the power of attorney, electronically through eASY.KSEI from the date of this invitation until the Deadline for the Declaration of Attendance; or
b. By using the conventional power of attorney form available on the Company’s website (www.buvagroup.com) and if it has been filled in completely, it must be submitted to Securities Administration Bureau, PT EDI Indonesia, which is located at Wisma SMR, Jl. Yos Sudarso Kav 85 No.89, Sunter Jaya, North Jakarta 14360.
7. If Shareholders intend to attend the EGMS physically, the following provisions apply:
a. Shareholders who are not present may be represented by their proxies with a power of attorney with the provision that members of the Board of Directors, Board of Commissioners and employees of the Company may act as proxies at the EGMS. However, the votes cast are not counted in the voting;
b. Shareholders or their proxies who will attend the EGMS physically are requested to bring and show their Resident Identity Card (“KTP”) or other valid identification and submit a photocopy of it to the registration officer before entering the EGMS room. Shareholders in the form of legal entities must submit a photocopy of the articles of association and its amendments and the latest management structure. Shareholders in the Collective Custody of PT Kustodian Sentral Efek Indonesia are requested to show the Written Confirmation for the GMS (“KTUR”) to the registration officer before entering the EGMS room;
c. To facilitate the arrangement and orderliness of the EGMS, Shareholders or their proxies are requested to be present no later than 15 (fifteen) minutes before the EGMS begins.
Jakarta, February 28th, 2025
PT Bukit Uluwatu Villa Tbk.
Board of Directors