INVITATION OF ANNUAL GENERAL MEETING OF SHAREHOLDERS BUVA JUNE 28 2023

INVITATION  OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT BUKIT ULUWATU VILLA TBK.

The Board of Directors of PT Bukit Uluwatu Villa Tbk. (the “Company”) hereby invites the Shareholders of the Company to attend the Annual General Meeting of Shareholders (the “Meeting”), which will be held on:

Hari/Tanggal  : Rabu, 28 Juni 2023
Waktu                : 14.00 WIB – Selesai
Tempat              : Hotel Alila SCBD, Artisian Lounge,
Lantai Dasar SCBD Lot 11,
Jl. Jend. Sudirman Kav. 52-53,
Jakarta 12190

THE MEETING AGENDA:

1. Approval to grant dispensation related to the delay in commencing the Company’s Annual General Meeting of Shareholders for the financial years of 2020 and 2021;
2. Approval and ratification of the Company’s Consolidated Financial Statements and Company’s Annual Report for the financial years of 2020, 2021, and 2022, as well as granting release and discharge (acquit et de charge) to the Board of Commissioners and Board of Directors of the Company;
3. Approval for the use of the Company’s net profit for the financial years of 2020, 2021 and 2022;
4. Approval on the appointment of an Independent Public Accountant and/or Independent Public Accountant Firm to audit the Company’s Consolidated Financial Statements for the financial year ended on December 31, 2023, including ratification on the appointment of Public Accountant Firm of Tanubrata Sutanto Fahmi Bambang dan Rekan to audit the Company’s Consolidated Financial Statements for the financial years ended on December 31, 2020, December 31, 2021, and December 31, 2022;
5. Approval on the determination of the remuneration (salary/honorarium and allowances) for the Company’s Board of Directors and Board of Commissioners for the financial year of 2023;
6. Approval of the plan to issue new shares through the implementation of Capital Increase Without Pre-emptive Rights (“PMTHMETD”) in connection with the conversion of the Company’s debt into shares to improve the financial position referring to the provisions stipulated in Financial Services Authority Regulation No. 32/POJK.04/2015 on Capital Increase with Pre-emptive Rights for Public Companies (“FSAR No. 32/2015”) juncto Financial Services Authority 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”);
7. Approval of the plan to amend Article 4 paragraph (1) and (2) of the Company’s Articles of Association in connection with the increase of the Company’s authorized capital, issued and paid-up capital in implementing PMTHMETD;
8. Approval to the changes of the composition of the Company’s management; and
9. Approval to amend the Company’s articles of association to fulfill, among others:
   – Financial Services Authority Regulation No. 14/POJK.04/2019 on the Amendment to Financial Services Authority Regulation No. 32/POJK.04/2015 on Capital Increase in Public Companies with Pre-Emptive Rights, Financial Services Authority Regulation No. 15/POJK.04/2020 on the Plan and Implementation of the General Meeting of Shareholders of Public Company, and Financial Services Authority Regulation No. 16/POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders by Public Company;
   – Government Regulation No. 5 of 2021 on the Organization of Risk-Based Business Licensing and Central Bureau of Statistic Regulation No. 2 of 2021 on Indonesian Standard Business Classification.

EXPLANATION ON THE MEETING AGENDA:

1. In connection with the Meeting Agenda No. 1 mentioned above, the Company has not held an Annual General Meeting of Shareholders for the financial years of 2020 and 2021 due to the economic difficulties from the Covid-19 pandemic. By commencing the Meeting, the Company intends to aim its Shareholders’ approval to grant dispensation for the delay in commencing the Annual General Meeting of Shareholders for the financial years of 2020 and 2021.
2. In connection with the Meeting Agenda number 2 above, the Company will provide an explanation to the Shareholders of the Company or their proxies regarding the implementation of the Company’s business activities for the financial year ending 31 December 2020, 31 December 2021 and 31 December 2022 and the Company’s financial condition as stated in the consolidated financial statements of the Company and its subsidiaries for the financial years ending 31 December 2020, 31 December 2021 and 31 December 2022 in accordance with the provisions stipulated in Article 69 paragraph (1) of Law No. 40 of 2007 on Limited Liability Companies as amended from time to time (“Companies Law”), as well as the provisions stipulated in Article 20 of the Company’s Articles of Association. Furthermore, in line with the provisions stipulated in Article 9 paragraph (5) of the Company’s Articles of Association, approval of the annual report and ratification of the financial statements by the Meeting means giving full release and discharge of responsibility (acquit et de charge) to members of the Company’s Board of Directors and Board of Commissioners for the management and supervision carried out in the 2020, 2021 and 2022 financial years, to the extent that these actions are clearly reflected in the annual report and financial statements.
3. In connection with the Meeting Agenda number 3 above, this Meeting Agenda is carried out in order to comply with the provisions of Article 70 and Article 71 of Companies Law as well as the provisions of Article 21 paragraph (1) and Article 22 paragraph (1) of the Company’s Articles of Association regarding the use of the Company’s net profit for the financial year ending December 31, 2020, December 31, 2021 and December 31, 2022.
4. In connection with the Meeting Agenda number 4 above, the Meeting Agenda of is carried out in order to comply with the provisions of Article 9 paragraph (4) of the Company’s Articles of Association, Article 68 paragraph (1) letter c of Companies Law and Article 59 of the Service Authority Regulation Finance No. 15/POJK.04/2020 on Plans and Implementation of General Meeting of Shareholders of Public Companies.
5. In connection with the Meeting Agenda number 5 above, the Meeting Agenda is carried out in order to comply with the provisions of Articles 96 and 113 of Companies Law and Articles 14 paragraph (11) and 17 paragraph (8) of the Company’s Articles of Association regarding the determination of salaries and allowances for the Board of Directors and Board of Commissioners for the 2023 financial year.
6. In connection with the Meeting Agenda No. 6 and 7 mentioned above, the Company plan to aim its Shareholders’ approval to carry out a Capital Increase without Pre-emptive Rights (“PMTHMETD”) for the conversion Company’s partial debt into shares to improve its financial position by referring the provisions stipulated in Article 8B letters b and c of FSAR No. 14/2019. Furthermore, the Company will amend Article 4 paragraph (1) and (2) of its Articles of Association in connection with the increase of the authorized capital and issued and paid-up capital to carry out PMTHMETD.
7. In connection with the Meeting Agenda No. 8 mentioned above, the Company plans to change the members of its Board of Directors and/or Board of Commissioners composition through the General Meeting of Shareholders mechanism in accordance with the Companies Law and Financial Services Authority Regulation No. 33/POJK.04/2014 on the Board of Directors and Board of Commissioners of Issuer or Public Companies.
8. In connection with the Meeting Agenda No. 9 mentioned above, the Company plans to amend and adjust the Company’s articles of association with the provision of the prevailing Financial Services Authority Regulation and amend Article 3 of the Company’s Articles of Association on the purposes and objectives of the Company with the Indonesian Standard Business Classification 2020.

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 June 5, 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 IX-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 who attend physically must adhere with the health protocols in the Meeting room;
   c. 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;
   d. 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, June 28 2023
PT Bukit Uluwatu Villa Tbk.
Board of Directors