articles of association.md

Articles of Association — PT. Cyber Valley Estate

English text of the Anggaran Dasar, 12 August 2026 · Akta Pendirian No. 01, 04-01-2022 · PKR No. 13, 14-04-2025 · PKR No. 02, 01-07-2025

Source: bilingual edition cveanggarandasarIDEN. The Bahasa Indonesia text prevails on any discrepancy (UU 24/2009). This page carries the English column only, for reading and reference; the executable instrument is the notarial deed.

Article 1 — Name and domicile

This limited liability company is named PT. CYBER VALLEY ESTATE (hereinafter referred to as the "Company"), domiciled in Gesing Village, Banjar District, Buleleng Regency, Bali Province.
The Company may open branch or representative offices, both within and outside the territory of the Republic of Indonesia, as determined by the Board of Directors.

Article 2 — Duration

The Company is established for an unlimited period of time.

Article 3 — Purpose, objectives and business activities

The purpose and objectives of the Company are: a. Real estate owned or leased (KBLI 68111); b. Real estate on a fee or contract basis (KBLI 68200); c. Other short-term accommodation (KBLI 55199); d. Restaurant (KBLI 56101); e. SPA activities (Sante Par Aqua) (KBLI 96122); f. Special event organiser services (KBLI 82302); g. Campgrounds, caravan stops and caravan parks (KBLI 55192); h. Other amusement and recreation activities n.e.c. (KBLI 93299).
To achieve the above purpose and objectives, the Company carries out business activities in accordance with the description of each KBLI as set out in Deed of Meeting Resolutions No. 02 dated 1 July 2025.

Article 4 — Capital

The authorised capital of the Company is Rp 20,100,000,000.00 (twenty billion one hundred million Rupiah), divided into 8,040 (eight thousand and forty) shares, each with a nominal value of Rp 2,500,000.00 (two million five hundred thousand Rupiah).
Of the authorised capital, 100% (one hundred percent), being 8,040 shares with an aggregate nominal value of Rp 20,100,000,000.00, has been issued and fully paid by the shareholders.
Shares held in reserve shall be issued according to the Company's capital needs with the approval of the General Meeting of Shareholders (GMS). Shareholders recorded in the Register of Shareholders have a pre-emptive right to subscribe for shares to be issued within 14 (fourteen) days from the offer date, in proportion both to their own entitlement and to any remainder not taken up by the other shareholders. If after that 14 (fourteen) day offer period shares still remain unsubscribed, the Board of Directors may offer the remainder to third parties.

Article 5 — Shares

All shares issued by the Company are registered shares.
Shares may be owned and their rights exercised only by individuals and/or legal entities that satisfy the applicable laws and regulations, including the foreign investment provisions (Investment Priority List) applicable to the Company's business activities. Written accession by a shareholder is governed by shareholders agreement Article 5.
Evidence of share ownership may take the form of a share certificate. Where the Company does not issue share certificates, ownership may be evidenced by a statement or record issued by the Company.
If share certificates are issued, one certificate is issued for each share. A collective share certificate may be issued as evidence of ownership of 2 (two) or more shares held by one shareholder.
A share certificate shall state at least: a. the name and address of the shareholder; b. the certificate number; c. the nominal value of the share; d. the date of issue. A collective certificate shall in addition state the share numbers and the number of shares.
Share certificates and collective share certificates must be signed by the Board of Directors with the approval of the Board of Commissioners.

Article 6 — Replacement of share certificates

If a share certificate is damaged or unusable, at the request of the interested party the Board of Directors shall issue a replacement certificate, after the damaged certificate has been returned to the Board of Directors.
The certificate referred to in paragraph (1) shall be destroyed and minutes thereof drawn up by the Board of Directors, to be reported to the next GMS.
If a share certificate is lost, at the request of the interested party the Board of Directors shall issue a replacement after, in the opinion of the Board, the loss has been sufficiently proven, and subject to such security as the Board deems necessary for each particular case.
Upon issue of the replacement certificate, the certificate declared lost is no longer valid vis-à-vis the Company.
All costs connected with the issue of a replacement certificate are borne by the shareholder concerned.
Paragraphs (1) through (5) apply mutatis mutandis to the issue of replacement collective share certificates.

Article 7 — Transfer of shares

A transfer of shares must be based on a deed of transfer signed by the transferor and the transferee or their lawful attorneys.
The deed of transfer referred to in paragraph (1), or a copy thereof, shall be delivered to the Company.
A shareholder intending to transfer shares must first offer them to the other shareholders, stating the price and terms of sale, and notify the Board of Directors in writing of the offer.
The other shareholders may purchase the offered shares within 3 (three) days from the offer date, in proportion to their respective shareholdings.
The offering shareholder may withdraw the offer after expiry of the period referred to in paragraph (4).
A transfer of shares requires the approval of the competent authority where required by laws and regulations.
From the day of the notice of a GMS until the day the GMS is held, transfers of shares are not permitted.
A transfer of shares to a party that is not a shareholder of the Company may only be made with the approval of the GMS, and the transferee must satisfy the requirements of Article 5 paragraph (2).

Article 8 — General Meeting of Shareholders

The General Meeting of Shareholders (GMS) comprises: a. the annual GMS; b. other GMS, referred to in these Articles as extraordinary GMS.
The term GMS in these Articles means both the annual GMS and the extraordinary GMS, unless expressly provided otherwise.
At the annual GMS: a. the Board of Directors submits the annual report, as reviewed by the Board of Commissioners, for approval of the GMS, and the financial statements for ratification; b. the application of profit is determined, if the Company has a positive profit balance; c. other agenda items duly submitted are resolved with due observance of these Articles.
Approval of the annual report and ratification of the financial statements by the annual GMS constitutes full release and discharge (acquit et de charge) of the members of the Board of Directors and the Board of Commissioners for the management and supervision performed during the past financial year, to the extent such actions are reflected in the Annual Report and Financial Statements.
An extraordinary GMS may be held at any time as needed to discuss and resolve agenda items, other than those referred to in paragraph (3) letters a and b, with due observance of the laws and these Articles.

Article 9 — Venue, notice and chair of the GMS

The GMS is held at the Company's domicile or at another venue as required by the company law.
The GMS is convened by prior notice to the shareholders by registered letter and/or by advertisement in a newspaper.
Notice is given no later than 14 (fourteen) days before the date of the GMS, excluding the date of the notice and the date of the meeting.
The notice must state the agenda, date, time and venue of the GMS.
The GMS is chaired by the President Director; alternatively, the GMS may be chaired by the President Commissioner.
If the President Director is absent or unavailable for any reason, which need not be proven to third parties, the GMS is chaired by the Deputy President Director.
If the Deputy President Director is absent or unavailable, the GMS is chaired by a Director appointed by the President Director or the Deputy President Director.
If all Directors are absent or unavailable, the GMS is chaired by a member of the Board of Commissioners.

Article 10 — Quorum, voting rights and resolutions of the GMS

a. The GMS may proceed if attended by shareholders representing more than one-half of all validly issued voting shares of the Company, except as provided in paragraph (9). b. If the quorum referred to in letter a is not reached, a second meeting shall be convened. c. Notice of the second meeting is given no later than 7 (seven) days before the meeting, excluding the notice date and the meeting date. d. The second meeting is held no earlier than 10 (ten) and no later than 21 (twenty-one) calendar days after the first meeting. e. The second meeting is valid and may adopt binding resolutions if attended by shareholders representing more than one-third of all validly issued voting shares. f. If the quorum for the second meeting is not reached, upon the Company's petition the quorum is determined by the Chair of the District Court whose jurisdiction covers the Company's domicile.
A shareholder may be represented by another shareholder or another person by power of attorney.
The chair of the meeting may require that powers of attorney be shown to him at the time of the meeting.
At the meeting, each share entitles its holder to cast 1 (one) vote.
Members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as proxies at the meeting, but votes they cast as proxies are not counted.
Voting concerning persons is by unsigned closed ballot, and on other matters orally, unless the chair determines otherwise without objection from the shareholders present.
Blank or invalid votes are deemed non-existent and are not counted in determining the number of votes cast.
All resolutions are adopted by deliberation to reach consensus. Where consensus is not reached, resolutions are adopted by affirmative vote of more than one-half of the votes validly cast at the meeting, except as provided in paragraph (9). If the votes for and against are equal, the proposal is rejected.
Shareholders may also adopt valid resolutions without holding a GMS (circular resolution), provided that all shareholders have been notified in writing and all shareholders approve the proposal in writing and sign such approval. A resolution so adopted has the same force as a resolution validly adopted at a GMS.

Article 11 — Board of Directors

The Company is managed and led by the Board of Directors, consisting of its members.
If more than one Director is appointed, one of them may be appointed President Director.
Only individuals who satisfy the requirements of applicable laws and regulations may be appointed members of the Board of Directors.
Members of the Board of Directors are appointed by the GMS for a term of 5 (five) years, without prejudice to the right of the GMS to dismiss them at any time.
If for any reason one or more or all offices of members of the Board of Directors become vacant, a GMS must be held within no more than 30 (thirty) days from the vacancy to fill it, with due observance of the laws and these Articles.
If for any reason all offices of the Board of Directors are vacant, the Company shall temporarily be managed by the President Commissioner, unless the Board of Commissioners designates another of its members.
A member of the Board of Directors may resign by written notice to the Company at least 30 (thirty) days before the effective date of resignation.
The office of a member of the Board of Directors ends upon: a. resignation pursuant to paragraph (7); b. no longer satisfying statutory requirements; c. death; d. dismissal by resolution of the GMS.

Article 12 — Duties and authority of the Board of Directors

The Board of Directors is entitled to represent the Company in and out of court in all matters and events, to bind the Company to other parties and other parties to the Company, and to perform all acts of both management and ownership, subject to the limitations set out in paragraph (3) of this Article.
☐ For review before signing — not yet a settled clause. The Board of Directors is authorised, without prior approval, to: a. hire and dismiss employees of the Company and determine the organisational structure and remuneration; b. open, operate and close bank accounts in the name of the Company; c. sign lease agreements and agreements transferring land rights within the scope of business activities KBLI 68111 and 68200, subject to paragraph (3); d. conduct the day-to-day operations of the Company.
The Company does not borrow money or obtain credit facilities in any form, and does not pledge, collateralise, encumber with security title (hak tanggungan) or otherwise give as security its assets — including land and any land rights (inter alia Right to Build (HGB) and Right to Use (Hak Pakai)) — in any form. These are prohibited by the nature of the Company, not merely subject to approval. Establishing a new business or participating in another company, whether domestic or foreign, may be performed by the Board of Directors only with the prior written approval of the Board of Commissioners.
The President Director is entitled and authorised to act for and on behalf of the Board of Directors and to represent the Company. If the President Director is absent or unavailable for any reason whatsoever, which need not be proven to third parties, another member of the Board of Directors is entitled and authorised to act for and on behalf of the Board of Directors and to represent the Company.

Article 13 — Meetings of the Board of Directors

A Meeting of the Board of Directors may be held at any time when deemed necessary: a. by one or more members of the Board of Directors; b. at the written request of one or more members of the Board of Commissioners; or c. at the written request of one or more shareholders jointly representing one-tenth or more of all voting shares.
Notice of the meeting is given by a member of the Board of Directors entitled to act for and on behalf of the Board.
Notice is delivered by registered letter or by letter delivered directly against receipt, no later than 3 (three) days before the meeting, excluding the notice date and the meeting date.
The notice must state the agenda, date, time and venue of the meeting.
Meetings are held at the Company's domicile or place of business. If all members are present or represented, prior notice is not required and the meeting may be held anywhere and may adopt valid and binding resolutions.
The meeting is chaired by the President Director; if the President Director cannot attend or is unavailable, the meeting is chaired by a member elected by and from among the members present.
A member may be represented at the meeting only by another member of the Board of Directors under a power of attorney.
The meeting is valid and may adopt binding resolutions if more than one-half of the members are present or represented.
Resolutions are adopted by consensus; failing which, by affirmative vote of more than one-half of the votes cast.
In the event of a tie, the chair of the meeting decides.
Each member present casts 1 (one) vote plus 1 (one) additional vote for each member represented. Voting on persons is by unsigned closed ballot; on other matters orally, unless the chair determines otherwise without objection. Blank and invalid votes are deemed not cast.
The Board of Directors may also adopt valid resolutions without holding a meeting, provided all members have been notified in writing and all members approve in writing and sign such approval. Such resolutions have the same force as resolutions validly adopted at a meeting.

Article 14 — Board of Commissioners

The Board of Commissioners consists of one or more members. If more than one member is appointed, one of them may be appointed President Commissioner.
Only individuals who satisfy the requirements of applicable laws and regulations may be appointed members of the Board of Commissioners.
Members of the Board of Commissioners are appointed by the GMS for a term of 5 (five) years, without prejudice to the right of the GMS to dismiss them at any time.
If the office of a member of the Board of Commissioners becomes vacant for any reason, a GMS must be held within 30 (thirty) days after the vacancy to fill it, with due observance of paragraph (2) of this Article.
A member of the Board of Commissioners may resign by written notice of such intention to the Company at least 30 (thirty) days before the effective date of resignation.
The office of a member of the Board of Commissioners ends upon: a. resignation pursuant to paragraph (5); b. no longer satisfying statutory requirements; c. death; d. dismissal by resolution of the GMS.

Article 15 — Duties and authority of the Board of Commissioners

The Board of Commissioners may at any time during the Company's office hours enter the buildings, grounds or other places used or controlled by the Company, and may examine all books, documents and other evidence, verify and reconcile the state of cash and other assets, and is entitled to know all actions taken by the Board of Directors.
The Board of Directors and each of its members must provide explanations on all matters raised by the Board of Commissioners.
If all members of the Board of Directors are suspended and the Company has no Director, the Board of Commissioners — in the person of the President Commissioner, unless the Board designates another member — is obliged to temporarily manage the Company. In such case the Board of Commissioners may grant temporary authority to one or more of its members, at the responsibility of the Board.
Where there is only one member of the Board of Commissioners, all duties and authority granted in these Articles to the President Commissioner or to members of the Board of Commissioners apply to that member.

Article 16 — Meetings of the Board of Commissioners

A Meeting of the Board of Commissioners may be held at any time when deemed necessary: a. by one or more of its members; b. at the written request of one or more of its members; or c. at the written request of one or more shareholders jointly representing one-tenth or more of all voting shares.
Notice of the meeting is given by the President Commissioner; if the President Commissioner is unavailable, another member may give notice under authority from the President Commissioner.
Notice is delivered by registered letter or by letter delivered directly against receipt, no later than 3 (three) days before the meeting, excluding the meeting date.
The notice must state the agenda, date, time and venue of the meeting.
Meetings are held at the Company's domicile or place of business. If all members are present or represented, prior notice is not required and the meeting may be held anywhere and may adopt valid and binding resolutions.
The meeting is chaired by the President Commissioner; if the President Commissioner cannot attend or is unavailable, the meeting is chaired by a member elected by and from among those present.
A member may be represented at the meeting only by another member of the Board of Commissioners under a power of attorney.
The meeting is valid and may adopt binding resolutions if more than one-half of the members are present or represented.
Resolutions are adopted by consensus; failing which, by affirmative vote of more than one-half of the votes cast.
In the event of a tie, the chair of the meeting decides.
Each member present casts 1 (one) vote plus 1 (one) additional vote for each member represented. Voting on persons is by unsigned closed ballot; on other matters orally, unless the chair determines otherwise without objection. Blank and invalid votes are deemed not cast.
The Board of Commissioners may also adopt valid resolutions without holding a meeting, provided all members have been notified in writing and all members approve in writing and sign such approval. Such resolutions have the same force as resolutions validly adopted at a meeting.

Article 17 — Work plan, financial year and annual report

The Board of Directors submits a work plan, including the Company's annual budget, to the Board of Commissioners for approval before the financial year begins.
The work plan referred to in paragraph (1) must be submitted no later than 14 (fourteen) days before the start of the coming financial year.
The Company's financial year runs from 1 January to 31 December. At the end of December of each year the Company's books are closed.
The Board of Directors prepares the annual report and makes it available at the Company's office for inspection by shareholders from the date of the notice of the annual GMS.

Article 18 — Dividends

The Company's net profit in a financial year, as shown in the balance sheet and profit and loss account ratified by the annual GMS and constituting a positive profit balance, is applied in the manner determined by that GMS, after the allocation to the statutory reserve under Article 19 of these Articles.
If the profit and loss account for a financial year shows a loss that cannot be covered by the reserve fund, the loss shall remain recorded in the profit and loss account, and in subsequent financial years the Company shall be deemed to have made no profit until the loss is covered.

Interim dividends, their cadence and the mechanics of payment are governed by shareholders agreement Article 4, within the limit UU 40/2007 Pasal 72 sets.

Article 19 — Use of reserves

Net profit is set aside as reserves until they reach 20% (twenty percent) of the issued and paid-up capital, and may only be used to cover losses not met by other reserves — UU 40/2007 Pasal 70.
If the reserves exceed 20% (twenty percent), the GMS may resolve that the excess be used for the needs of the Company.
Reserves referred to in paragraph (1) not yet used to cover losses, and the excess reserves referred to in paragraph (2) whose use has not been determined by the GMS, shall be managed by the Board of Directors in an appropriate manner in its judgment, after obtaining the approval of the Board of Commissioners and with due observance of laws and regulations, so as to generate profit.

Article 20 — Closing provision

Anything not or insufficiently regulated in these Articles of Association shall be resolved by the GMS.