PT BUKIT ULUWATU VILLA Tbk.
(“Company”)
INVITATION
EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS AND GENERAL MEETING OF
INDEPENDENT SHAREHOLDERS
The Board of Directors of the Company hereby invite the shareholders of the Company to attend the Extraordinary General Meeting of Shareholders (“EGMS”) and General Meeting of Independent Shareholders (“Independent GMS”) (EGMS and Independent GMS collectively referred to as “Meeting”) which will be convened physically and electronically through the Electronic General Meeting System KSEI facility (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia (“KSEI”) on:
Day/Date : Thursday, December 14, 2023
Time : 10.00 Western Indonesian Time – Finish
Venue : Hotel Alila SCBD, North Gallery 3rd Floor,
SCBD Lot 11, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190
The agenda of the Meeting are as follows:
EGMS
1. Approval for securing the Company’s assets with valued at over 50% of the Company’s net worth to guarantee investment credit facility obtained by the Company from PT Bank Mandiri (Persero) Tbk (“Bank Mandiri”) amounting to IDR240,000,000,000 (two hundred and forty billion Rupiah), in accordance with the provisions set forth in the Company’s Articles of Association.
Explanation: In this agenda, the Board of Director of the Company will present the Company’s plan to provide collateral in the form of land and buildings owned by the Company, with the collateral value exceeding 50% of the Company’s net worth, to guarantee the investment credit facility obtained by the Company from Bank Mandiri amounting to IDR240,000,000,000 (two hundred and forty billion Rupiah), subject to approval by the Company’s shareholders in the EGMS. The required approval is based on Article 15 (2) of the Company’s Articles of Association.
Independent GMS
1. Approval of the plan to issue new shares through the execution of Capital Increases Without Pre-emptive Rights (“PMTHMETD”) with the basis other than to improve the financial position with reference to the provisions stipulated in FSA Regulation No. 32/POJK.04/2015 on Capital Increase with Pre-emptive Rights for Public Companies (“FSAR No. 32/2015”) as amended with FSA Regulation No. 14/POJK.04/2019 on the Amendment of Financial Services Authority Regulation No. 32/POJK.04/2015 on Capital Increase with Pre-emptive Rights for Public Companies (“FSAR No. 14/2019”).
Explanation: In this agenda, the Board of Director of the Company will present the Company’s plan to conduct PMTHMETD of up to 10% of the total issued and fully paid-up shares of the Company shares with the basis other than improving the Company’s financial position, in accordance with Article 3 of POJK No. 14/2019, subject to approval by the Company’s independent shareholders in the Independent GMS.
Information regarding this PMTHMETD plan has been announced by the Company on November 7, 2023, on the website of the Company and Indonesia Stock Exchange (PT Bursa Efek Indonesia).
2. Approval of the plan to amend Article 4 paragraphs (2) of the Company’s Articles of Association in connection with the increase of the issued and paid-up capital of the Company in the context of implementing PMTHMETD
Explanation: In this agenda, the Board of Director of the Company will present the Company’s plan to increase the issued and paid-up capital of the Company in the context of implementing PMTHMETD.
IMPORTANT NOTES:
1. This invitation is valid as an official invitation for all of the Company’s shareholders in accordance with the provisions of the Company’s Articles of Association and Financial Services Authority Regulation No. 15/POJK.04/2020 on the Plan and Implementation of the General Meeting of Shareholders of Public Company.
2. Shareholders who are entitled to attend or be represented at the Meeting are the Company’s shareholders whose names are registered in the Register of Shareholders and/or the Company’s Shareholders in the securities sub-account at PT Kustodian Sentral Efek Indonesia (KSEI) at the close of trading in the Company’s shares in Indonesian Stock Exchange on November 21, 2023, by 16.00 Western Indonesian Time.
3. In accordance with Financial Services Authority Regulation No. 16/POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders by Public Company and Regulation of PT Kustodian Sentral Efek Indonesia XI-B of 2022 on the Procedure for the Convening of Electronic General Meeting of Shareholders Supplemented by the Casting of Votes through Electronic General Meeting System of KSEI (eASY.KSEI), the Shareholders who are entitled to attend the Meeting may use eASY.KSEI to authorized and/or exercise their voting rights in accordance with the mechanism determined by the eASY.KSEI provider while taking into account the provisions of laws and regulations.
4. If the Shareholders intend to attend the Meeting physically, the following conditions apply:
a. Shareholders who unable to attend can be represented by their proxies with a power of attorney provided that members of the Board of Directors, Board of Commissioners and employees of the Company can act as proxies at the Meeting, However, the vote are not taken into account in voting;
b. Shareholders or their proxies who are attend the Meeting physically are required to bring and show their Identity Card (“ID”) or other valid identification and submit a copy of it to the registrar before entering the Meeting room. Shareholders in the form of legal entities must submit a copy of its articles of association and the amendments as well as the latest composition of its management. Shareholders in the collective custody of PT Kustodian Sentral Efek Indonesia are requested to show a Written Confirmation for the GMS (“KTUR“) to the registrar before entering the Meeting room;
c. To facilitate the organization and orderliness of the Meeting, the Shareholders or their proxies are kindly requested to attend no later than 30 (thirty) minutes before the Meeting starts.
5. Power of Attorney (conventional), Meeting material for each agenda, and the Meeting rule of conduct can be accessed through the Company’s website, namely www.buvagroup.com from the date of this invitation until the date of the Meeting. Meanwhile, the electronic power of attorney (e-proxy) can be access through eASY.KSEI no later than 1 (one) working day prior to the commencement of the Meeting.
Jakarta, November 22, 2023
PT Bukit Uluwatu Villa Tbk
Board of Directors