20260120_BUVA_Laporan Informasi dan Fakta Material_32020975_lamp1.pdf

                                        DEFINITION


“IDX”                          :   A stock exchange as defined in Article 1 Number 4 of the
                                   Capital Markets Law, in this case organized by PT Bursa Efek
                                   Indonesia, domiciled in Jakarta.

“Ministry of Law”              :   Abbreviation of the Ministry of Law of the Republic of
                                   Indonesia (formerly known as the Ministry of Law and Human
                                   Rights of the Republic of Indonesia, the Department of Law
                                   and Human Rights of the Republic of Indonesia, the
                                   Department of Justice of the Republic of Indonesia, the
                                   Department of Law and Legislation of the Republic of
                                   Indonesia, or other names).

“MOL”                          :   Abbreviation of the Minister of Law of the Republic of
                                   Indonesia (formerly known as the Minister of Law and Human
                                   Rights of the Republic of Indonesia, the Minister of Justice of
                                   the Republic of Indonesia, or the Minister of Justice and
                                   Human Rights of the Republic of Indonesia, or other names).

Financial Services Authority   :   Otoritas Jasa Keuangan or Indonesian Financial Services
or OJK”                            Authority which has the regulatory, supervisory, examination
                                   and investigation functions, duties and authorities as
                                   stipulated under Law No. 21 of 2011 on the Financial Services
                                   Authority as amended by Law No. 4 of 2023 on the
                                   Development and Strengthening of Financial Sector.

“Rights Issue II”              :   Capital Increase with Pre-Emptive Rights II by the Company
                                   through the issuance of New Shares as mentioned under
                                   POJK No. 32/2015.

“POJK No. 32/2015”             :   OJK Regulation No. 32/POJK.04/2015 on the Capital Increase
                                   of a Publicly Listed Company By Providing Pre-Emptive Rights
                                   as amended by OJK Regulation No. 14/POJK.04/2019 on the
                                   Amendment of the OJK Regulation No. 32/POJK.04/2015 on
                                   the Capital Increase of a Publicly Listed Company By
                                   Providing Pre-Emptive Rights.

“EGMS”                         :   Extraordinary General Meeting of Shareholders, which will be
                                   held on 26 February 2026, in accordance with the Company's
                                   articles of association and applicable laws and regulations.

“New Shares”                   :   A maximum of 50,000,000.000 (fifty billion) new shares or up
                                   to 203.11% (two hundred and three point one one percent) of
                                   the total issued and fully paid-up shares by the Company as
                                   of the date of this Disclosure Information is published, which
                                   will be issued from the Company's portfolio shares with a
                                   nominal value of Rp 50 (fifty Rupiah) per share.

“Capital Market Law”           :   Law No. 8 of 1995 dated 10 November 1995 regarding Capital
                                   Markets, announced in the State Gazette of the Republic of
                                   Indonesia No. 64 of 1995, Supplement No. 3608, as amended
                                   by Law No. 4 of 2023 on the Development and Strengthening
                                   of Financial Sector, along with its implementing regulations.




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                                              I. GENERAL

General Description of the Company

The Company is a limited liability company established under the laws and regulations of the Republic
of Indonesia and domiciled in Badung Regency. The Company was founded under the name “PT Bukit
Uluwatu Villa” as stated in the Deed of Limited Liability Company PT Bukit Uluwatu Villa No. 53 dated
15 December 2000, drawn up before Sugito Tedjamulja, S.H., Notary in Jakarta, which obtained
approval from the MOL through Decree No. C-27344HT.01.01.TH.2003 dated 14 November 2003 and
has been registered at the Company Registration Office of the Industry and Trade Agency of Badung
Regency under No. 1342/RUB.22-08/II/2007 dated 7 February 2007, as well as has been announced
in the State Gazette of the Republic of Indonesia No. 44 dated 30 May 2008, Supplement No. 7433
(“Deed of Establishment”).

Change of Name:
Based on the Deed of Statement of Shareholders’ Resolution of PT Bukit Uluwatu Villa No. 182 dated
25 February 2010, drawn up before Aulia Taufani, S.H., substitute notary for Sutjipto, S.H., Notary in
Jakarta, which obtained approval from the MOL through Decree No. AHU-1605.AH.01.02.Tahun 2010,
and was notified to the MOL as stated under the Receipt of Notification of Amendment to the Articles
of Association No. AHU-AH.01.10-06359 dated 15 March 2010, and was registered in the Company
Register at the Ministry of Law under No. AHU-0017145.AH.01.09.Tahun 2010 dated 15 March 2010
(“Deed No. 182/2010”). Pursuant to Deed No. 182/2010, the shareholders of the Company approved,
among others: (i) the initial public offering of shares; and (ii) the change of the Company’s status from
a Private Company to a Public Company, thereby changing its name to “PT Bukit Uluwatu Villa Tbk”.
The change of the Company’s status to a Public Company became effective as of 12 July 2010, when
all of the Company’s shares were listed on the IDX.

The Company’s articles of association as stated in the Deed of Establishment has been amended
several times and most recently contained in the Deed of Statement of Resolution of the Meeting No.
8 dated 8 December 2025, drawn up before Rini Yulianti, S.H., Notary in East Jakarta, which was
notified to the Ministry of Law based on the Receipt of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0252355 dated 8 December 2025, and registered in the Company
Register at the Ministry of Law under No. AHU-0276838.AH.01.11.TAHUN 2025 dated 8 December
2025 (“Deed No. 8/2025”).

Purpose and Objectives of the Company

Based on Article 3 of the Company’s articles of association as stated in the Deed of Statement of
Resolutions of the Annual General Meeting of Shareholders No. 64 dated 28 June 2023, drawn up
before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta Administrative City, which has obtained
the approval from the MOL pursuant to Decree No. AHU-0037368.AH.01.02.TAHUN 2023 dated 3 July
2023, and has been registered in the Company Register at the Ministry of Law under No.
AHU0123413.AH.01.11.Tahun 2023 dated 3 July 2023, the purpose and objectives of the Company
are to engage in the fields of accommodation and real estate provision.

To achieve the above purpose and objectives, the Company may carry out the following main business
activities:

-   Star Hotels, including the business of providing lodging services that meet the requirements of a
    star-rated hotel, as well as other services for the public, utilizing part or all of the building.
-   Other Accommodation Provision, including the business of providing lodging services for non-short-
    term stays. This includes accommodation for longer-term or temporary stays, whether in private
    rooms, shared rooms, or dormitories for students, seasonal workers, and similar needs. It covers
    student housing, school dormitories, worker lodgings, and boarding houses, with or without meals.
-   Privately Owned or Leased Real Estate, including the business of purchasing, selling, leasing, and
    operating real estate, whether owned or leased, such as apartment buildings, residential buildings,
    and non-residential buildings (e.g., storage facilities, malls, shopping centers, and others). It also
    includes providing houses and furnished or unfurnished flats/apartments for permanent use on a
    monthly or yearly basis. Additionally, it covers land sales, building development for self-operation



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    (leasing space within the buildings), subdivision of real estate into land plots without land
    development, and the operation of residential areas for movable houses.

To support its main business activities, the Company may engage in supporting business activities
related to the venue rentals for MICE activities and special events, which include providing space and
facilities for meetings, incentive travel, conventions, exhibitions, or special events. The rental is carried
out for a specified period, covering the preparation phase, event execution, and dismantling phase. The
venue includes a convention center, exhibition center, special venue/multi-purpose venue.

Capital Structure and Shareholding Composition

Based on Deed No. 8/2025 juncto the Company's Shareholder Register as of 31 December 2025 issued
by PT Edi Indonesia as the Company’s Share Registrar, the capital structure and shareholding
composition of the Company as of the date of this Disclosure of Information are as follows:

                                                         Nominal Value IDR 50 Per Shares
             Information                                                                            (%)
                                           Total Shares         Total Nominal Value (IDR)
 Authorized Capital                         75,000,000,000                 3,750,000,000,000
 Shareholders Name
  1. PT     Nusantara          Utama
                                            15,173,281,772                   758,664,088,600         61.64
     Investama
  2. Hapsoro                                    60,845,049                     3,042,252,450           0.25
  3. Public (ownership under 5%)             9,382,927,821                   469,146,391,050         38.11
 Issued and Paid-Up Shares                  24,617,054,642                 1,230,852,732,100        100.00
 Shares in Portfolio                        50,382,945,358                 2,519,147,267,900



Board of Commissioners and Board of Directors

Based on the Deed of Statement of Resolutions of the Annual General Meeting of Shareholders of PT
Bukit Uluwatu Villa Tbk No. 63 dated 28 June 2023, drawn up before Ashoya Ratam, S.H., M.Kn.,
Notary in South Jakarta Administrative City, which has been notified to the MOL as stated in the Receipt
of Notification of Amendment to Company Data No. AHU-AH.01.09-0135944 dated 7 July 2023, and
has been registered in the Company Register at the Ministry of Law under No. AHU-
0127814.AH.01.11.TAHUN 2023 dated 7 July 2023 juncto the Deed of Statement of Resolutions of the
Annual General Meeting of Shareholders of PT Bukit Uluwatu Villa Tbk No. 41 dated 17 July 2025,
drawn up before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta Administrative City, which has
been notified to the MOL as stated in the Receipt of Notification of Amendment to Company Data No.
AHU-AH.01.09-0313938 dated 21 July 2025, and has been registered in the Company Register at the
Ministry of Law under No. AHU-0164610.AH.01.11.TAHUN 2025 dated 21 July 2025, the composition
of the Board of Commissioners and Directors of the Company is as follows:

Board of Commissioners
President Commissioner                     : Astini Bernawati Oudang
Commissioner                               : Diah Pikatan Orissa Putri Haprani
Independent Commissioner                   : Seong Hoon Park

Board of Directors
President Director                         : Satrio
Director                                   : Hendry Utomo
Director                                   : Cindy Budijono

The term of office of all members of the Board of Directors and the Board of Commissioners shall be
until the closing of the Annual General Meeting of Shareholders to be held in 2028, without prejudice to



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the right of the General Meeting of Shareholders to dismiss them at any time in accordance with the
applicable laws and regulations.


                II. INFORMATION REGARDING THE PROPOSED RIGHTS ISSUE II

A. Maximum Amount of the Proposed Issuance of Shares in the Rights Issue II

    The Company plans to conduct a Rights Issue II of up to 50,000,000.000 (fifty billion) new shares
    or up to 203.11% (two hundred and three point one one percent) of the total issued and fully paid-
    up shares by the Company as of the date of this Disclosure Information is published, which will be
    issued from the Company’s portfolio shares with a nominal value of IDR 50 (fifty Rupiah) per share.


B. Indicative Period of the Rights Issue II

    The company will conduct the Rights Issue II after obtaining approval from the EGMS and in
    compliance with the applicable laws and regulations in Indonesia. In accordance with the provisions
    of Article 8 paragraph (3) of POJK No. 32/2015, the period between the date of approval by the
    EGMS in relation to the Rights Issue II and the effectiveness of the registration statement shall not
    exceed 12 (twelve) months.

C. Analysis of the Impact of the Rights Issue II on the Company’s Financial Condition and
   Shareholders

    The Rights Issue II is carried out by the Company to strengthen its capital structure, providing
    additional funds to support the Company's performance. If the Company's shareholders do not
    exercise their pre-emptive rights in the Capital Increase, their shareholding in the Company will be
    diluted by a maximum percentage of 67.01% (sixty seven point zero one percent) of their total share
    ownership in the Company.

D. Estimated Plan for Use of Proceeds

    All proceeds from the Rights Issue II (after deducting issuance costs) will be used by the Company
    for business expansion and/or payment of its subsidiaries' obligations.

    If part or all of the proceeds from the Rights Issue II are used for transactions that constitutes
    material transactions, affiliated transactions, and/or transactions involving conflicts of interest under
    the applicable capital market regulations in Indonesia, the Company will comply with the relevant
    prevailing laws and regulations.

    Final information regarding the use of proceeds will be disclosed in the prospectus issued for the
    Rights Issue II, which will be made available to eligible shareholders in due course, in accordance
    with applicable laws and regulations.




                 III. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To comply with the applicable laws and regulations, in implementing the proposed Rights Issue II, the
Company will seek approval from its shareholders at the EGMS, which will be held on 26 February
2026.

Below are the key dates related to the Company's EGMS:

    1.    Notification of EGMS agenda to OJK                                      24 December 2025

    2.    Announcement of plan to hold EGMS                                          20 January 2026




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    3.    Announcement of Disclosure of Information regarding the                  20 January 2026
          proposed Rights Issue II

    4.    List of shareholders eligible to vote in the EGMS (recording             3 February 2026
          date)

    5.    EGMS invitation                                                          4 February 2026

    6.    EGMS                                                                    26 February 2026

    7.    Announcement of summary of minutes of EGMS                              28 February 2026

    8.    Submission of EGMS minutes to OJK and IDX                                  28 March 2026

The following are the EGMS agendas in relation to the Rights Issue II:

Approval of the plan for the issuance of new shares through the implementation of the Rights Issue II
to the Company’s shareholders, which will be carried out pursuant to OJK Regulation No.
32/POJK.04/2015 on the Capital Increase of a Publicly Listed Company By Providing Pre-Emptive
Rights as amended by OJK Regulation No. 14/POJK.04/2019 on the Amendment of OJK Regulation
No. 32/POJK.04/2015 on the Capital Increase of a Publicly Listed Company By Providing Pre-Emptive
Rights, including approval of the amendment to Article 4 paragraph (2) of the Company’s articles of
association regarding Issued and Paid-up Capital in connection with the realization of the capital
increase through the granting of the Rights Issue II to the Company’s shareholders.

Based on Article 12, paragraph (1) of the Company's articles of association, the discussion on the above
agenda in the EGMS may proceed if attended by shareholders or their proxies representing at least 2/3
(two-third) of the total shares with voting rights. The resolutions passed by the EGMS shall be valid if
approved by more than 2/3 (two-third) of the total shares with voting rights present at the EGMS.

If the quorum is not met, a second EGMS will be convened. The second EGMS shall be valid and
entitled to pass binding resolutions if attended by shareholders or their proxies representing at least 3/5
(three-fifth) of the total shares with voting rights. The resolutions passed by the second EGMS shall be
valid if approved by at least 2/3 (two-third) of the total votes cast.

If the quorum for the second EGMS is not met, a third EGMS may be held, provided that the third EGMS
shall be valid and entitled to make decisions if attended by shareholders with voting rights in accordance
with the quorum for attendance and decision-making as determined by the OJK upon the Company's
request.


                                   IV. ADDITIONAL INFORMATION

For further information regarding Rights Issue II, the Company's shareholders may contact the
Corporate Secretary of the Company during the Company's business days and hours at the following
address:

                                       Corporate Secretary
                                   PT Bukit Uluwatu Villa Tbk
                    Graha Iskandarsyah 10th Floor, Jl. Iskandarsyah Raya No. 66C
                             Melawai, Kebayoran Baru, Jakarta Selatan
                                   Website: www.buvagroup.com
                                   Email: info@buvagroup.com




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