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20231107_BUVA_Pengumuman RUPS_31506234_lamp2.pdf
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ANNOUNCEMENT OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND INDEPENDENT
GENERAL MEETING OF SHAREHOLDERS
PT BUKIT ULUWATU VILLA TBK
Hereby notified the shareholders of PT Bukit Uluwatu Villa Tbk (the “Company”) that the
Company intends to hold an Extraordinary General Meeting of Shareholders ("EGMS") and
Independent General Meeting of Shareholders (“Independent GMS”, together with EGMS will
be referred to as “Meeting”), which shall be held physically and electronically on Thursday,
December 14, 2023. Shareholders can access the Meeting electronically through the
Electronic General Meeting System of PT Kustodian Sentral Efek Indonesia (“KSEI”)
(“eASY.KSEI”), a system provided by KSEI as the facilitator of the online Meeting.
The shareholders who are eligible to attend the Meeting and/or be represented in the Meeting
are the shareholders of the Company whose names are registered in the Company’s
Shareholder Register and/or the Company’s shareholders whose names are listed in KSEI
sub-account securities at the close of trading in the Company’s shares at Indonesia Stock
Exchange on November 21, 2023 by 4.00 p.m. Western Indonesian Time.
According to the Articles of Association of the Company and Financial Services Authority
Regulation No. 15/POJK.04/2020 on the Plan and Implementations of the General Meeting of
Shareholders of Public Company (“FSAR No. 15/2020”), the Meeting invitation shall be
announced on Indonesia Stock Exchange website, namely www.idx.co.id, eASY.KSEI through
htpps://akses.ksei.co.id, and the Company’s website www.buvagroup.com on Wednesday,
November 22, 2023.
The proposed agenda from the shareholders will be included on the Meeting’s agenda if it
fulfills the requirements pursuant to Article 10 Paragraph (3) of the Articles of Association of
the Company and Article 16 of FSAR No. 15/2020, as follows:
1. The proposed agenda shall be submitted in writing to the Company’s Board of Directors
by one or more shareholders who jointly represent at least 1/20 (one-twentieth) or more
of the total of all the shares with valid voting rights that have been issued by the Company;
2. The relevant proposal has been received by the Company’s Board of Directors at least 7
calendar days prior to the date of the Meeting invitation, namely on November 15, 2023;
and
3. The proposed agenda shall: (a) made in good faith; (b) consider the interests of the
Company; (c) be an agenda that requires the resolutions of the Meeting; (d) include the
reasons and material of the agenda of the Meeting; and (e) not contravene the prevailing
laws and regulations and the Articles of Association of the Company.
Notes on the Meeting Agenda for Independent GMS:
The performance of Independent GMS is only attended and approved by the independent
shareholders of the Company ("Independent Shareholders"), which are shareholders who
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do not have a personal economic interest in transactions for which their approval is sought at
the Independent GMS and:
1. are not members of the Board of Directors, members of the Board of Commissioners,
major shareholders, and controllers of the Company; or
2. are not affiliates of members of the Board of Directors, members of the Board of
Commissioners, major shareholders, and controllers of the Company.
The schedule, attendance quorum, and decision quorum for the Independent GMS are as
follows:
1. The First Independent GMS shall be held on Thursday, December 14, 2023, and can be
held if the First Independent GMS is attended by more than 1/2 (one per two) of the total
valid voting shares held by Independent Shareholders.
The decisions of the First Independent GMS are valid if approved by more than 1/2 (one
per two) of the total valid voting shares held by Independent Shareholders.
2. In case the quorum as mentioned for the First Independent GMS is not met, the Second
Independent GMS can be held if the Second Independent GMS is attended by more than
1/2 (one per two) of the total valid voting shares held by Independent Shareholders.
The decisions of the Second Independent GMS are valid if approved by more than 1/2
(one per two) of the total valid voting shares held by Independent Shareholders present
at the Second Independent GMS.
3. In case the attendance quorum for the Second Independent GMS is not met, the Third
Independent GMS can be held with the condition that the Third Independent GMS is valid
and has the right to make decisions if attended by Independent Shareholders, within the
attendance quorum set by the Financial Services Authority at the Company's request.
The decisions of the Third Independent GMS are valid if approved by Independent
Shareholders representing more than 50% (fifty percent) of the shares held by
Independent Shareholders present at the Third Independent GMS.
Jakarta, November 7, 2023
PT Bukit Uluwatu Villa Tbk
Board of Directors
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