GMS — appointment of President Director
Circular resolution of the General Meeting of Shareholders · PT. Cyber Valley Estate · draft for notary
One closing with share sale entry.
Appointment as President Director and purchase of 1% (80 shares) are one condition package:
no completed share sale → no appointment takes effect; no appointment → share sale does not complete.
Commercial terms of the role: president director.
1. Authority
Under articles of association Article 11, the GMS appoints members of the Board of Directors. This resolution may be adopted by circular written consent of all shareholders (where the Articles allow) or in a convened meeting with the same substance.
2. Parties on the register (before closing)
| shareholder | shares (indicative) |
|---|---|
| Alisa Voinova | 4,020 (before transfer of 80) / 3,940 after |
| Dmitry Starodubtsev | 4,020 |
| Total | 8,040 |
Numbers to match the executed share ledger and shareholders agreement preamble at signing.
3. Resolutions
The Shareholders resolve as follows:
3.1 Board composition (conditional).
Effective only upon Closing under §4:
| person | office |
|---|---|
| Oleksandr Fedorov | appointed President Director for the term under the Articles |
| Alisa Voinova | Director; appointed Deputy President Director |
| Dmitry Starodubtsev | remains President Commissioner |
One person may not sit on both organs. Voinova sits on the Board of Directors before and after Closing; her office changes to Deputy President Director. The composition of the Board of Commissioners does not change: Starodubtsev continues as its sole member under Articles 15(4).
3.2 Dual accounts.
To confirm the dual-account regime in president director §§2–4: strategic account (all incoming revenue) and operational account (ops envelope); monthly strategic gate by one Commissioner or the Deputy President Director; monthly funding transfer strategic → operational.
3.3 Land and credit limits.
To bind the President Director to president director §5: HGB grants, transfers and disposals only with approval; hak sewa below USD 3,000 per are needs approval; any contract above 2% of the issued capital needs approval — one Commissioner or the Deputy President Director is enough in each case; no power to mortgage Company real estate for loans.
3.4 Entry equity.
To approve the transfer of 80 shares (1%) from Alisa Voinova to the President Director at Rp 200,000,000 — the price at the agreed company valuation of Rp 20,100,000,000 (the issued and fully paid capital, Rp 2,500,000 per share) — under share sale entry, as part of the same Closing.
3.5 Option framework.
To note the option package in president director §6 (up to 10% @ USD 4M, 5% / 2y + 5% / 7y, founder sale only) for implementation by separate share sale / option deeds when exercised — not a new issue of capital for that package.
3.6 KPI.
To note the capitalisation ladder in president director §7 as the commercial success metric between the parties; not a statutory KPI under the Articles unless later adopted by GMS for bonus purposes.
4. Closing — single condition package
Closing occurs when all of the following have happened (or are signed and dated the same day for simultaneous exchange):
| # | instrument | effect |
|---|---|---|
| A | This GMS resolution signed by all shareholders | board composition authorised, effective only at Closing |
| B | share sale entry signed and price paid / receipted | 80 shares transfer |
| C | Share register updated | buyer registered as shareholder |
| D | President Director accepts office in writing | offices begin |
If B fails (no purchase / no payment / no registration) → A does not take effect; no appointment, board seats stay as they are.
If A fails → B does not complete; shares stay with seller.
Neither side may demand performance of one without the other.
5. Signatories (GMS)
| Alisa Voinova | shareholder / Director (until Closing); Deputy President Director from Closing |
| Dmitry Starodubtsev | shareholder / President Commissioner |
| Oleksandr Fedorov | accepts the office of President Director at Closing only |
Bahasa Indonesia prevails on the notarial form if executed bilingually.