Notification of Extraordinary General Meeting of Shareholders Result to Shareholders

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PT BUKIT ULUWATU VILLA Tbk.
(“Company”)

NOTIFICATION OF EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS RESULT TO
SHAREHOLDERS

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

A. Day/date   : Tuesday, 12 November 2019
Time            : 10.12 AM ­- 10.26 AM
Venue          : Hotel Alila SCBD, Kawasan SCBD
Lot 11A, Jalan Jenderal Sudirman
Kaveling 52-53, Jakarta, 10120

With the following agenda:

  1. Amendment of Article 3 of the Company Articles of Association.
    Adjustment on the Company purpose and objective to 2017 Indonesia Standard Industrial Classification (KBLI) pursuant to Government Regulation No. 24 of 2018 regarding Electronic Integrated Business Licensing Services.
  1. Alteration of Board of Commissioner structure of the Company.
    Pursuant to the provision under Article 17 Paragraph (3) of the Company Article of Association and Company Law, alteration of Board of Commissioner structure of the Company shall obtain GMS approval.

B. Announcement and Invitation of the Meeting has been held in accordance with Article 10 Company Articles of Association, as follows:

  • Notification to Financial Services Authority (hereinafter referred to as “OJK”) and PT Bursa Efek Indonesia regarding the Meeting arrangement on 26 September 2019, Ref.:005/IX/BUV/2019, Regarding: Plan and Performance of Extraordinary General Meeting OF Shareholders of PT Bukit Uluwatu Villa Tbk;
  • Announcement to the Company shareholders regarding arrangement of the Meeting, has been published on a daily newspaper, Harian Ekonomi Neraca, also uploaded to Stock Exchange website and Company website (www.buvagroup.com) on 3 October 2019; and
  • Invitation of the Meeting has been published on the same newspaper, also uploaded to Stock Exchange website and Company website (www.buvagroup.com) on 18 October 2019.

C. the Meeting was led by OKIE REHARDI LUKITA as Company President Commissioner based on Minutes of Board of Commissioners Meeting dated 5 November 2019

D. Member of Company Board of Directors and Board of Commissioners who attended the Meeting are:

BOARD OF DIRECTORS

President Director                                                 :
FRANKY TJAHYADIKARTA

Director                                                                    :
HENDRY UTOMO

Director                                                                    :
WINARTI SOEMIRAT GONDOKARJONO

Director                                                                    :
I NYOMAN TRI SURYANEGARA LINGGA

BOARD OF COMMISSIONERS

President Commissioner                                     :
OKIE REHARDI LUKITA

Commissioner                                                         :
SEONG HOON PARK

Commissioner                                                         :
GUNAWAN ANGKAWIBAWA

Independent Commissioner                               :
SUSILO SUDJONO

Independent Commissioner                               :
JOHANES JOHANDI KUMAHERI

however EDY SUWARNO as Company Commissioner did not present.

E. Number of shareholders and/or shareholders’ proxy attended the Meeting are equal to 803.956.493 (four billion eight hundred three million nine hundred fifty six thousand four hundred and ninety three) shares or 70,53% (seventy point fifty three percent) of the total shares with voting right issued by the Company, entirely equal to 6.811.269.200 (six billion eight hundred eleven million two hundred sisty nine thousand and two hundred)shares based on the Company Shareholders List dated 17 October 2019 on 4.00 PM, therefore the required quorum based on Article 12 paragraph (1) Company Articles of Association has fulfilled and the Meeting shall be valid and entitled to take legal and binding decisions in relation to matters discussed in accordance with the Meeting agenda.

F. Question & Answer Session
Shareholders and/or the proxys has been given opportunity to give question on each Meeting agenda, however Shareholders and/or the proxys submitted the question on each Meeting agenda.

G. Decision making mechanism in the Meeting was by amicable discussion. If such discussion failed to achieve, the decision making determined by voting, however all Meeting agenda decided by open voting including for decision related to person.

H. Decision Making/Voting Result
The result of the Meeting agenda decided unanimously by amicable discussion.

The Meeting resolution as stated in the deed of “Minutes of Extraordinary General Meeting of Shareholders of PT BUKIT ULUWATU VILLA Tbk” dated 12 November 2019 number 15, made before me, the Notary, as follows:

In First Agenda of the Meeting:

“The Meeting decided unanimously by amicable discussion:

  1. To approve the Amendment of Article 3 of the Company Articles of Association in order to fulfill the provision provided in Government Regulation Number 24 of 2018 regarding Electronic Integrated Business Licensing Services, as Table of Amendment of Company Articles of Association displayed on the slide. 
  1. To approve granting of proxy to the Company’s Board of Directors with right of substitution to restate the resolution regarding amendment of Article 3 of the CPmany Article of Association into Notarial Deed and to apply for approval of the Minister of Law and Human Rights of Republic Indonesia and to register it to the Company Registration and also to publish in Republic Indonesia State Gazette and in relation to the matter to conduct any necessary actions in accordance with prevailing laws and regulations in the Republic of Indonesia.”

In Second Agenda of the Meeting:

“The Meeting decided unanimously by amicable discussion:

To approve:

  1. resignation of SUSILO SUDJONO, as Company Independent Commissioner, effectively as of the closing of the Meeting; therefore, the Meeting granted release and discharge (acquit et de charge) over SUSILO SUDJONO supervision actions to the extent that those actions are reflected in the financial report during the financial year and the financial report approved by the Company Annual General Meeting of Shareholders for the related financial year.
  2. to appoint ALEXANDER SHAIK as Company Independent Commissioner to replace SUSILO SUDJONO, therefore the composition of Company Board of Commissioners since the closing of this Meeting until the closing of the Annual General Meeting of Shareholders which will be held in 2020, as follows:Board of CommissionersPresident Commissioner                          :
    OKIE REHARDI LUKITAIndependent Commissioner                    :
    ALEXANDER SHAIK

    Independent Commissioner                    :
    JOHANES JOHANDI KUMAHERI

    Commissioner                                                :
    SEONG HOON PARK

    Commissioner                                                :
    GUNAWAN ANGKAWIBAWA

    Commissioner                                                :
    EDY SUWARNO

  3. granting of proxy to the Company’s Board of Directors with right of substitution to restate the resolution regarding alteration of Board of Commissioner structure of the Company into a Notarial Deed and to notify the change of composition of member of the Company’s Board of Commissioners to The Ministry of Law and Human Rights, register it to Company’s register, and to conduct any necessary actions in accordance with prevailing laws and regulations in the Republic of Indonesia

Jakarta, 14 November 2019
Board of Directors of the Company