Notification of Results of Annual General Meeting of Shareholders to Shareholders

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PT BUKIT ULUWATU VILLA Tbk.
(“Perseroan”)

NOTIFICATION OF RESULTS OF ANNUAL
GENERAL MEETING OF SHAREHOLDERS
TO SHAREHOLDERS

The Board of Directors of the Company hereby notifies the Company’s Shareholders that the Annual General Meeting of Shareholders of the Company has been held (“Meeting”) on:

 

A. Day / date: Friday, June 28, 2019
Time: At 3.13 WIT / 3.59 WIT
Place: Hotel Alila SCBD, Kawasan
Jalan Jenderal Sudirman Kaveling 52-53, Jakarta, 10120

 

with the Meeting agenda as follows:

  1. To approve :
    (i)  2018 Annual Report and ratification of the Company’s consolidated financial statements, and
    (ii) Report on the Supervisory Task of the Board of Commissioners of the Company, for the financial year ended on December 31, 2018.
  1. To approve the use of the Company’s net profit for the financial year ending December 31, 2018;
  2. To approve on the appointment of the public accounting firm to conduct an audit of the Company’s financial statements for the financial year ended 31 December 2019, as well as granting authority to the Directors of the Company in determining the honorarium to the appointed public accounting firm;
  3. To approve to delegate the authority to the Board of Commissioners of the Company regarding the determination of honorarium and other benefits for members of the Board of Directors and members of the Board of Commissioners of the Company; and
  4. To approve to change the composition of the Company’s Board Directors.

B. The Announcement and Invitation for the Meeting have been made in accordance with the provisions of Article 10 of the Company’s articles of association, namely as follows:

  • Notification letter to the Financial Services Authority and the Indonesia Stock Exchange regarding the plan to hold the Meeting on May 13, 2019, Ref .: 07 / V / BUV / 2019, Regarding: Plans and Implementation of the Annual General Meeting of Shareholders of PT Bukit Uluwatu Villa Tbk. ;
  • Announcement to the Company’s shareholders regarding the Meeting to be held, has been advertised in 1 (one) daily newspaper, namely Harian Ekonomi Neraca, and uploaded on the Stock Exchange website and the Company’s website (www.buvagroup.com) on May 17, 2019; and
  • Invitation for the Meeting have been advertised in the same newspaper, as well as uploaded on the Stock Exchange website and the Company’s website (www.buvagroup.com) on May 29, 2019.

C. The Meeting was chaired by OKIE REHARDI LUKITA as the Company’s President Commissioner based on Minutes of Board of Commissioners’ Meeting dated June 14, 2019.

D. Members of the Board of Directors and Board of Commissioners of the Company present at the Meeting:

BOARD OF DIRECTORS
Director:   HENDRY UTOMO
Director:     WINARTI     SOEMIRAT GONDOKARJONO
Director:  I NYOMAN TRI SURROUNDING LINGGA
while FRANKY TJAHYADIKARTA as President Director of the Company was not present.

BOARD OF COMMISSIONERS
President Commissioner : OKIE REHARDI LUKITA
Commissioner: SEONG HOON PARK
Commissioner: GUNAWAN ANGKAWIBAWA
while EDY SUWARNO, SUSILO SUDJONO and JOHANES JOHANDI KUMAHERI, as Commissioner and Independent Commissioners of the Company, respectively, were  not present.

E. The number of shareholders and / or proxy of the shareholders present at the Meeting was 4,946,513,569 (four billion nine hundred forty six million five hundred thirteen thousand five hundred sixty nine) shares or 72.62% (seventy two comma sixty two percent) of the total shares with voting rights issued by the Company, totaling 6,811,269,200 (six billion eight hundred eleven million two hundred sixty nine thousand two hundred) with due regard to the Company’s Shareholders Register as of May 28, 2019 up to 16.00 WIB, so that the quorum required in Article 11 paragraph (1) letter a of the Company’s Articles of Association has been fulfilled and the Meeting is legal and has the right to make legal and binding decisions regarding matters discussed in accordance with the agenda of the Meeting.

F. Questions raised
The Shareholders and / or their proxies have been given the opportunity to submit questions in each agenda of the Meeting, but there were no Shareholders and / or Proxy of Shareholders who submitted questions in each agenda of the Meeting.

G. The decision-making mechanism in the meeting is conducted on a deliberation to reach consensus basis. However, if the meeting consensus is not reached, then the decision is reached via voting, in which the whole agenda of the Meeting is conducted by voting openly, including when making decisions regarding (a) person(s).

H. Results of Decision Making / Voting
All decisions taken in the agenda of the Meeting are unanimously held in deliberation to reach consensus basis.

I. In the First Agenda of the Meeting:

“The meeting unanimously decided on the basis of deliberation to reach consensus:

Approved:

  1. The Board of Directors Annual Report regarding the condition and operation of the Company for the 2018 (two thousand and eighteen) financial year and the report on the supervisory tasks of the Company’s Board of Commissioners;
  2. To ratify the Company’s consolidated financial statements (balance sheet and consolidated income statement) for the financial year ending 31-12-2018 (thirty-first of December two thousand and eighteen) audited by the Public Accounting Firm TANUBRATA SUTANTO FAHMI BAMBANG & Partners in accordance with the report dated 18-3-2019 (eighteen March two thousand and nineteen) number 00267 / 2.1068 / AU.1 / 03 / 1268-1 / 1 / III / 2019; with the opinion that the Consolidated Financial Statements present fairly in all material respects, the consolidated financial position of the Company and its subsidiaries on 31-12-2018 (thirty-first of December two thousand and eighteen), and their consolidated financial results and cash flows for the year ended on that date, in accordance with the Financial Accounting Standards in Indonesia, thus the Meeting gives acquit and discharge and release of responsibilities to members of the Board of Directors and members of the Board of Commissioners of the Company (acquit et de charge) for management and supervision actions carried out during the financial year ending on 31-12-2018 (thirty-first of December two thousand eighteen) to the extent that such actions are reflected in the Company’s annual reports and financial statements. “

In the Second Agenda of the Meeting:

“The meeting unanimously decided on the basis of deliberation to reach consensus:

Approved the use of the Company’s net profit for the financial year ending 31-12-2018 (thirty-first of December two thousand and eighteen), amounting to a total of Rp13,854,741,330, – (thirteen billion eight hundred fifty four million seven hundred and forty one thousand three hundred thirty Rupiah) to be used as:

  1. additional general reserves of Rp1,000,000,000 (one billion Rupiah); and
  2. the Company’s retained earnings of Rp.12,854,741,330 (twelve billion eight hundred fifty four million seven hundred forty one thousand three hundred thirty Rupiah).

For the financial year ending 31-12-2018 (thirty-first of December two thousand and eighteen) the Company does not distribute any dividend. ”

In the Third Agenda of the Meeting:

“The meeting unanimously decided on the basis of deliberation to reach consensus:

Approve to delegate the authority to the Board of Commissioners of the Company to appoint a Public Accountant registered with the Financial Services Authority to conduct an audit of the Company’s financial statements for the financial year ending in the financial year.

In the Fourth Agenda of the Meeting:

“The meeting unanimously decided on the basis of deliberation to reach consensus:

Approved the delegation of authority to the Board of Commissioners of the Company to determine the amount of salary and other benefits for members of the Board of Directors and Board of Commissioners of the Company for fiscal year 2019. In line with the Company’s previous policy, the salary and other allowances for all members of the Company’s Board of Commissioners are maintained at a maximum of 50% ( fifty percent) of the amount of salary and other benefits for all members of the Company’s Board of Directors. ”

In the Fifth Agenda of the Meeting:

Because the Company has not made any change to the composition of the Board of Directors, the current composition of the Company’s Board of Directors was to be maintained.

In the meeting there were no discussions, questions and answers or decision-making regarding the agenda.

Jakarta, July 2, 2019
Directors of the Company