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20231124_BUVA_Pemanggilan RUPS_31532210_lamp2.pdf

RUPS notice Text extracted BUVA

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Page 1
                           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.
Page 2
     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

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