20250613_BUVA_Laporan Informasi dan Fakta Material_31894958_lamp2.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”                  :   Capital Increase with pre-emptive rights 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 22 July 2025, in accordance with the Company's
                                    articles of association and applicable laws and regulations.

 “New Shares”                   :   A maximum of 3,600,000,000 (three billion six hundred
                                    million) new shares or up to 17.48% (seventeen point four
                                    eight percent) of the total issued and fully paid-up shares by
                                    the Company on the date of this Disclosure of Information,
                                    which will be issued from the Company's portfolio shares with
                                    a nominal value of Rp50 (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 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 December 15,
2000, drawn up before Sugito Tedjamulja, S.H., Notary in Jakarta, which was approved by the Ministry
of Law in accordance with Decision Letter No. C-27344HT.01.01.TH.2003 dated November 14, 2003,
registered in the Company Register under No. TDP 220815503898, and announced in Supplement No.
7433 of the State Gazette of the Republic of Indonesia No. 44 dated May 30, 2008.

In 2010, the Company conducted an initial public offering and changed its status to “PT Bukit Uluwatu
Villa Tbk” as stated in the Deed of Shareholders’ Resolution of PT Bukit Uluwatu Villa No. 182 dated
February 25, 2010, drawn up before Aulia Taufani, S.H., Notary in South Jakarta Municipality, and
approved by the Ministry of Law in accordance with Decision Letter No. AHU-1605.AH.01.02.Tahun
2010. It was registered in the Company Register under No. AHU-0017145.AH.01.09.Tahun 2010 dated
March 5, 2010, recorded in the Legal Entity Administration System database under No. AHU-AH.01.10-
06359 dated March 15, 2010, and registered in the Company Register at the Ministry of Law under No.
AHU-0019783.AH.01.09.Tahun 2010 dated March 15, 2010.

The Company’s Articles of Association have been amended several times, most recently through the
Deed of Statement of Resolution Outside the Meeting of the Board of Commissioners of “PT Bukit
Uluwatu Villa Tbk” No. 16 dated January 23, 2024, drawn up before Ashoya Ratam, S.H., M.Kn., Notary
in South Jakarta Administrative City, which was notified to the Ministry of Law based on the Receipt of
Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0023412 dated January
25, 2024, and registered in the Company Register at the Ministry of Law under No. AHU-
0018916.AH.01.11.Tahun 2024 dated January 25, 2024 (“Deed No. 16/2024”).

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 June 28, 2023, drawn up
before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta Administrative City, which has been
approved by the Ministry of Law under Decision Letter No. AHU-0037368.AH.01.02.TAHUN 2023 dated
July 3, 2023, and notified to the Ministry of Law under Receipt of Notification of Amendment to the
Articles of Association No. AHU-AH.01.03-0086077 dated July 3, 2023, both of which have been
registered in the Company Register at the Ministry of Law under No. AHU0123413.AH.01.11.Tahun
2023 dated July 3, 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 accommodations 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
    (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


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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 convention center, exhibition center, special venue/multi-purpose venue.

Capital Structure and Shareholding Composition

Based on Deed No. 16/2024, the capital structure and shareholder composition of the Company as of
the date of this Disclosure of Information are as follows:

     Authorized Capital                   :       IDR 3,750,000,000,000
     Issued Capital                       :       IDR 1,029,523,660,650
     Paid-Up Capital                      :       IDR 1,029,523,660,650

The Authorized Capital of the Company is divided into 75,000,000,000 shares each with a nominal
value of IDR 50.

Based on the Company's Shareholder Register as of 31 May 2025, issued by PT Edi Indonesia as the
Company's Share Registrar, the shareholders of the Company 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 Mitra Sawit Baru                         1,893,285,900                  94,664,295,000        9.20
  2. PT Nusantara Utama Investama               12,573,477,346                 628,673,867,300       61.06
  3. Public (ownership under 5%)                 6,123,709,967                 306,185,498,350       29.74
 Issued and Paid-Up Shares                      20,590,473,213               1,029,523,660,650      100.00
 Shares in Portfolio                            54,409,526,787               2,720,476,339,350

Board of Commissioners and Board of Directors

The composition of the Board of Commissioners and Directors of the Company, as stated in the Deed
of Statement of Resolutions of the Annual General Meeting of Shareholders of PT Bukit Uluwatu Villa
Tbk No. 63 dated June 28, 2023, drawn up before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta
Administrative City, which was notified to the Ministry of Law under the Receipt of Notification of
Company Data Changes No. AHU-AH.01.09-0135944 dated July 7, 2023, and registered in the
Company Register at the Ministry of Law under No. AHU-0127814.AH.01.11.Tahun 2023 dated July 7,
2023, is as follows:

        Board of Commissioners
        President Commissioner                      : Astini Bernawati Oudang
        Commissioner                                : Cindy Budijono
        Independent Commissioner                    : Seong Hoon Park

        Board of Directors
        President Director                          : Satrio
        Director                                    : Hendry Utomo




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                II. INFORMATION REGARDING THE PROPOSED RIGHTS ISSUE

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

   The Company plans to conduct a Rights Issue of up to 3,600,000,000 (three billion six hundred
   million) new shares or a maximum of 17.48% (seventeen point four eight percent) of the total issued
   and fully paid-up shares by the Company as of the date of this Disclosure of the Information is
   published.


B. Indicative Period of the Rights Issue

   The company will conduct the Rights Issue 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 and the effectiveness of the registration statement shall not
   exceed 12 (twelve) months.

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

   The Rights Issue 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 14.88% (fourteen point eight eight percent) of their total share
   ownership in the Company.

D. Estimated Plan for Use of Proceeds

   All net proceeds from the Rights Issue (after deducting issuance costs) will be used by the Company
   [and/or its subsidiaries] to finance the business expansion and/or to settle the Company’s
   obligation.

   If part or all of the proceeds from the Rights Issue 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, 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 planned Rights Issue, the
Company will seek approval from its shareholders at the EGMS, which will be held 22 July, 2025.

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

    1.   Notification of EGMS agenda to OJK                                             4 June 2025

    2.   Announcement of plan to hold EGMS                                            13 June 2025

    3.   Announcement of Disclosure of Information regarding the                      13 June 2025
         proposed Rights Issue

    4.   List of shareholders eligible to vote in the EGMS (recording                 26 June 2025
         date)



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    5.    EGMS summons                                                                 30 June 2025

    6.    Changes and/or Additional of Disclosure of Information                       18 July 2025
          regarding the Rights Issue

    7.    EGMS                                                                         22 July 2025

    8.    Announcement of summary of minutes of EGMS                                   24 July 2025

    9.    Submission of EGEMS minutes to OJK and IDX                                  8 August 2025

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

Approval for the plan to issue new shares through the implementation of a Rights Issue to the
Company's shareholders, which will be carried out based on Financial Services Authority Regulation
No. 32/POJK.04/2015 on Capital Increases for Public Companies with Pre-Emptive Rights, in
conjunction with Financial Services Authority Regulation No. 14/POJK.04/2019 on Amendments to
Financial Services Authority Regulation No. 32/POJK.04/2015 on Capital Increases for Public
Companies with 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 relation to the
realization of the Company's Rights Issue.

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 the Rights Issue, 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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