The Board of Director of the Company hereby gives notice of Annual General Meeting of Shareholders (the “Meeting”) to the shareholders of the Company, which to be convened on:

 

Day/Date         : Friday, 19th of June, 2015

Time                : 10.00 a.m. Western Indonesia Time – End

Venue              : Strata Room, 5th floor

Hotel Alila Jakarta

Jl. Pecenongan, Kav. 7-17, Jakarta 10120

 

With the following Meeting agenda:

  1. Approval of the (i) Annual Report and ratification of consolidated financial report of the Company, and (ii) Supervisory Report of Board of Commissioner of the Company, for the fiscal year that ended on 31st of December, 2014.

According to the Article of Association and Act number 40/2007 about Limited Liability Company (“UUPT”), Annual Report and Supervisory Report of the Board of Commissioner of the Company shall obtain approval from the General Meeting of Shareholder (“RUPS”), also consolidated financial report of the Company shall be ratificated by RUPS. Therefore, the Company propose this agenda for the Meeting.

  1. Approval of the public accounting firm appointment to audit the Company’s financial report for the fiscal year that ended on 31st of December, 2015, and granting authority to the Board of Director to determine the honorarium to public accounting firm as appointed.

Based on the provisions of Article of Association, Annual General Meeting of Shareholders will determine public accounting firm to audit ongoing fiscal year. Therefore, the Company propose this agenda for the Meeting.

  1. Approval the Company’s net income for the fiscal year that ended on 31st of December, 2015.

Under the provisions of Article of Association and UUPT, the net profit of the Company decided in RUPS, therefore, the Company propose this agenda for the Meeting.

  1. Determination of emoluments and other benefits of Board of Commissioner and Board of Director.

Based on the provisions of the Article of Association and the Company Law, the amount of honorarium and other allowances for members of the Board of Director and member of the Board of Commissioner set by the RUPS, where the authority of the Meeting may be delegated to the Board, therefore, the Company propose this agenda for the Meeting.

  1. Realization report of the usage of Initial Public Offering funds.

Based on BAPEPAM Regulation number X. K. 4 about the Realization report of the usage of Initial Public Offering Funds, article 3 states that the accountability of the use of Initial Public Offering funds shall be held regularly at the Meeting, therefore, the Company propose this agenda for the Meeting.

  1. Amendments to the Articles of Association to comply with the provisions of (i) Financial Service Authority Regulation number 32/POJK.04/2014 about the Plan and Implementation of the General Meeting of Shareholder of Public Company; and (ii) Financial Service Authority Regulation number 33/POJK.04/2014 about Board of Director and Board of Commissioner of Public Company.

In accordance with Article 40 of the Financial Service Authority number 32/POJK.04/2014 about Plan and Implementation of the General Meeting of Shareholders of Public Company, each Public Company within 1 year after the enactment of the Regulation, is obliged to adjust its Articles of Association. Beside, considering the Financial Service Authority Regulation number 33/POJK.04/2014 about the Board of Director and Board of Commissioner of Public Company also has several new provisions that affect the Company’s current Articles of Association, therefore, the Company propose to amend several articles of the Article of Association to comply with the provisions above.

  1. The reappointment of Directors of the Company.

In regards to the term of office of member of Board of Directors that has been or will be out of office, it is necessary to reappoint the members of Board of Director.

  1. Approval for the transfer and/or offers of more than 50% (fifty-percent) of the Company’s assets as collateral on behalf of the Company to obtain new funding originating from banking sources and/or the issuance of securities.

Based on the provisions of the Article of Association of the Company, if the Company wishes to transfer and/or offers of more than 50% (fifty-percent) of the Company’s assets as collateral on behalf of the Company to obtain new funding originating from banking sources and/or the issuance of securities, the Company must obtain the approval of the shareholders, therefore, the Company propose this agenda for the Meeting.

 

Notice:

 

  1. This advertisement is formal invitation to the Shareholders of the Company.
  2. Those entitled to attend or be represented at the Meeting are:
  3. For the shares of the Company that has not been included in collective custody, only shareholders or proxies of the shareholders authorized whose names are recorded in the Register of Shareholders (“DPS”) of the Company at the Securities Administration Bureau (“BAE”) of the Company, PT. Electronic Data Interchange Indonesia, on 26th of May, 2015 until 16.00 Western Indonesian Time.
  4. For the shares of the Company in the Collective Custody, only shareholders or proxies of the shareholders authorized whose names are recorded on the account holder or the custodian bank in PT Kustodian Sentral Efek Indonesia (“KSEI”) on 26th of May, 2015 until 16.00 Western Indonesia Time.
  5. The shareholders who are unable to attend may be represented by proxy with valid Power of Attorney as determined by the Board of Director (“POA”) with the terms and conditions that members of Board of Director, Board of Commissioner and the Company’s employees may act as the proxy at the Meeting, but their voting rights cannot be used during the vote.

POA Form may be obtained during business hours on any business day at the offices of the Company PT Bukit Uluwatu Villa Tbk., Talavera Office Park, 12th floor, Jl. T.B. Simatupang Kav 22-26, Cilandak, South Jakarta 12430.

All of the POAs must be received by the Board of Director no later than three (3) business days prior to the date of the Meeting.

  1. Shareholders or their proxies who will attend the Meeting are kindly requested to bring and submit a copy of the Collective Stock Letters and signs of identity in the form of ID Card or Passport to the registrar before entering the meeting room. Shareholders which are legal entities, cooperatives, foundations or pension funds are kindly requested to bring and submit a copy of the deed of establishment and the latest article of association and the latest deed of appointment of the Board of Director and Board of Commissioner of its respective company. For shareholders whose shares in collective custody must bring and submit a written confirmation for the Meeting (“KTUR”) which can be obtained through exchange members or custodian bank.
  2. Materials related to the Meeting will be available at the Company’s office during working hours on any business days since this invitation date until the time of the Meeting.
  3. To put the Meeting in order, shareholders or proxies of the shareholder are expected to fill the list of participants provided by the Company no later than 30 minutes before the Meeting begins.

 

Jakarta, 27th of May 2015

Board of Director