Shareholders' Agreement — PT. Cyber Valley Estate

English text · supplementary to Articles 5 and 7 of the articles of association · CVE/SHA/2026-01 · 14 August 2026

Source: bilingual edition CVEShareholdersAgreementIDEN. The Bahasa Indonesia text prevails on any discrepancy. This page carries the English column only.

Part of the dzin corporate pack. This is the instrument that admits a new member: 80 shares move from Alisa Voinova to Oleksandr Fedorov at par, and every shareholder is paid on the moonly dividend cadence.

Parties

This Agreement is made on 14 August 2026 by and between: (1) ALISA VOINOVA, Deputy President Director-designate, holder of 3,940 shares following the transfer referred to in paragraph 2; (2) DMITRY STARODUBTSEV, President Commissioner, holder of 4,020 shares; and (3) OLEKSANDR FEDOROV, President Director-designate, holder of 80 shares following the transfer; together the "Shareholders" and each a "Shareholder", and binds PT. CYBER VALLEY ESTATE (the "Company") to the extent the Company gives effect to the registration of share transfers under it.

Preamble

1. This Agreement is made to supplement Articles 5 and 7 of the Company's Articles of Association with contractual terms binding between the Shareholders personally, including tag-along rights, a closed list of grounds for withholding consent to a transfer, and the mandatory dividend cadence.
2. This Agreement is entered into in connection with the transfer of 80 (eighty) shares from Alisa Voinova to Oleksandr Fedorov at par value (Rp 200,000,000.00), as approved by the shareholders' circular resolution and set out in the Share Sale Deed.
3. Where this Agreement and the Articles of Association conflict on a matter binding third parties or the Company vis-à-vis third parties, the Articles of Association prevail (UU 40/2007). As between the Shareholders themselves, this Agreement binds as a supplementary contract and must be performed in good faith, including by procuring that the GMS adopts resolutions consistent with it.
4. The Company is established to build and operate Cyber Valley — the first city of Cyberia — in Bali: a residential community estate on land administered by the Company, where every resident lives under the terms and values set by the Company. Cyber Valley is built as an environment that optimises the use of energy and resources in the widest sense — time, knowledge, experience, water, electricity, land and air — and unites its residents in a single community and a shared knowledge graph. As the first city, Cyber Valley is the foothold of the wider vision of Cyberia: long-term resilience and a habitat for human development. The Company's business activities under Article 3 of the Articles of Association are conducted in line with this purpose.

Article 1 — Right of first refusal

1. A Shareholder intending to sell or transfer all or part of its shares (the "Selling Shareholder") shall deliver a written notice (the "Offer Notice") to the other Shareholders, stating the number of shares, the price and all material terms of the proposed transaction, at least 30 (thirty) days before the intended sale.
2. Within 3 (three) days of the date of the Offer Notice, the other Shareholders shall have the right — but not the obligation — to purchase all (not part) of the offered shares at the same price and on the same terms, in proportion to their shareholding or as they otherwise agree among themselves (the "Matching Right").
3. If the Matching Right is not exercised over all of the offered shares within that period, the Selling Shareholder may sell the offered shares to a third party within the following 60 (sixty) days, at a price no lower and on terms no more favourable to the buyer than those stated in the Offer Notice, subject to Article 3 of this Agreement and Articles 5(2) and 7(8) of the Articles of Association.
4. If the sale to a third party is not completed within the 60 (sixty)-day period referred to in paragraph (3), the Matching Right procedure under this Article resets and applies in full before the Selling Shareholder may re-offer its shares.
5. A transfer of shares from a Shareholder to the President Director implementing the option package under president director §6 is subject to this Article. The other Shareholders keep the Matching Right and have the 3 (three) day window under paragraph 2 to take up the shares first; where the window passes unexercised, the transfer to the President Director proceeds and no further approval under this Article is required.

Article 2 — Tag-along rights

1. If one or more controlling Shareholders (together holding more than 50% of the shares) agree to sell shares resulting in a change of control of the Company to a third party, every other Shareholder shall have the right — but not the obligation — to sell its shares to that third party on a pro-rata basis, at the same per-share price and on the same terms received by the controlling Selling Shareholder.
2. The controlling Selling Shareholder shall notify the other Shareholders in writing of the proposed transaction, including the buyer's identity, price and principal terms, at least 30 (thirty) days before closing, and shall procure that the buyer accepts the participation of the other Shareholders under this Article as a condition of closing.

Article 3 — Consent to transfer to a non-shareholder

1. Approval of the GMS for a transfer of shares to a party that is not a Shareholder, as referred to in Article 7(8) of the Articles of Association, may only be withheld on one or more of the following grounds, exhaustively (a closed list): a. the prospective transferee fails screening under the Investment Priority List and/or applicable international sanctions screening binding on the Company; b. the prospective transferee has not delivered a written accession to the Articles of Association and to this Agreement as required by Article 5(2) of the Articles of Association; c. the prospective transferee is a direct business competitor of the Company in residential community estate development and management; or d. the prospective transferee, or the transferring Shareholder, has an unresolved obligation owed to the Company.
2. Outside those four grounds, GMS approval of a transfer that satisfies Articles 1 and 2 of this Agreement and Article 5(2) of the Articles of Association shall not be withheld, unreasonably delayed, or made subject to additional conditions.

Article 4 — Distribution of cash and profit

Cash received by the Company is applied in the following order before any amount becomes available to Shareholders:

1. taxes and mandatory payments;
2. direct costs of the relevant transaction or project;
3. the approved operating moonly budget (including the operational account under president director);
4. distributable cash — dividends or other distributions to Shareholders.

Cadence. Distributable cash under item 4 is distributed to the Shareholders every moon cycle (one new moon to the next), and in no event less often than once per calendar quarter, as an interim dividend permitted by articles of association Article 18(2). Distribution is the rule between the Shareholders; retention is the exception and requires their unanimous written agreement.

Mechanics. Within 10 (ten) business days of the end of each moon cycle each Shareholder shall procure that the Board of Directors resolves, and the Board of Commissioners approves, an interim dividend equal to the distributable cash of that cycle.

Reserve allocation. articles of association Article 19 sets the reserve ceiling at 20% (twenty percent) of the issued and paid-up capital but does not fix the pace of the allocation. Between the Shareholders the pace is fixed: while the reserve stands below that ceiling, 5% (five percent) of the net profit of each profitable financial year is allocated to the reserve and the remaining 95% is distributable cash under item 4. Dividends are payable from the first profitable financial year; the 20% is a ceiling on the reserve and never a precondition for distribution. Once the reserve reaches 20%, allocation stops.

Tests — the only grounds to withhold. A distribution may be withheld only where one of the following fails, and the failure is notified in writing stating which test and the figures:

a. after payment, the net assets of the Company remain at least the issued and paid-up capital plus the statutory reserve accumulated under articles of association Article 19; b. the Company can meet its debts falling due in the following 3 (three) moon cycles; c. cumulative realised profit for the current financial year is positive.

The figures are certified by the Company's accountant; the tests are arithmetic, not opinion.

Unforeseen circumstances. A distribution may also be withheld where a circumstance not accounted for by those tests has arisen after the date of the last financial statements, and the Board of Directors and Board of Commissioners record in writing the circumstance, its date and its effect on the Company's solvency, notify all Shareholders within 3 (three) business days, and table it for ratification at the next GMS. A circumstance known, or that ought to have been known, at the date of those financial statements is not a ground. Beyond the tests above and this paragraph, discretion is not a ground.

Annual true-up. The final dividend for a financial year is the net profit after the reserve allocation, less interim dividends already paid during that year, and is distributed at the annual GMS. The split between dividends and retained project treasury is decided by the GMS. Working proposal, not binding until the GMS resolves: 50/50.

Clawback. If a financial year closes at a loss, the interim dividends of that year are returned to the Company, as UU 40/2007 Pasal 72 requires of any interim dividend; test (c) exists to keep this theoretical.

Payment. Pro rata to shareholding, within 5 (five) business days of approval, through the maker and authorizer mandate under Article 6 of this Agreement.

Enforcement. Withholding approval where no test has failed and the unforeseen-circumstance paragraph does not apply is a material breach of this Agreement, actionable by any Shareholder against the withholding party for the dividend so withheld.

This Article does not set President Director compensation — that is president director only.

Article 5 — Accession and eligibility

1. A person or entity becomes bound by this Agreement, and may hold or continue to hold shares in the Company, only once it has declared in writing its accession to the Articles of Association and to this Agreement. articles of association Article 5(2) states the eligibility conditions under law (including the Investment Priority List); this Article states the accession mechanism that gives those conditions effect between the Shareholders.
2. Accession is delivered to the Company and to the other Shareholders before, or simultaneously with, registration of the relevant shares in the Register of Shareholders. A transferee who has not acceded is not a Shareholder for the purposes of this Agreement, whatever its position in the Register.
3. Every reference in this Agreement, in the Articles of Association, or in any other instrument of the pack, to a party having "acceded under Article 5(2) of the Articles of Association" means accession under this Article.

Article 6 — Maker and authorizer mandate

1. Every disbursement of funds from the Company's principal revenue account requires two separate roles: (i) the party initiating the payment (the "maker") and (ii) the party authorising the payment (the "authorizer"). The Director acts as maker and is not authorised to authorise disbursements. Authorisation is performed by the President Commissioner and/or a member of the Board of Commissioners designated by that Board. One person may not hold both roles for the same transaction. This provision shall be reflected in the Company's bank mandate.
2. Every reference in this pack to "the maker and authorizer mandate under Article 12(4) of the Articles of Association" means this Article.

Article 7 — Tax compliance

1. The Director shall ensure that the Company maintains proper tax compliance — including registration, computation, withholding, payment and reporting of the Company's taxes to the competent tax authorities of the Republic of Indonesia at the Company's tax domicile — during his term of office. In discharging this duty, the Director may rely in good faith on the advice and work product of the Company's appointed accountant and/or tax adviser, and such good-faith reliance shall not, by itself, constitute a breach of this Article.
2. This duty does not extend to tax obligations, filings or liabilities arising, or relating to periods, before the date of his appointment, which remain the responsibility of the previous management. Members of the Board of Commissioners are not personally liable for the Company's operational taxes to the extent they did not participate in the violation.

Article 8 — Miscellaneous

1. This Agreement takes effect once signed by all Shareholders and continues to bind every transferee of shares who has acceded to it under Article 5 of this Agreement.
2. Amendments to this Agreement are valid only if made in writing and signed by all Shareholders.
3. This Agreement is governed by the laws of the Republic of Indonesia.

Addendum 1 — passport renewal (Oleksandr Fedorov)

Addendum dated 28 August 2026 to CVE/SHA/2026-01, made to keep the identification of a Shareholder current as his identity document is renewed.

1. Oleksandr Fedorov, a Shareholder under this Agreement, acceded to it, and to the entry payment side letter, holding Ukrainian passport No. FY773280.
2. That passport is running out of pages and is being replaced. Oleksandr Fedorov now additionally holds Ukrainian passport No. UA338052, expiring 10 December 2036.
3. This Addendum records the new passport as continuing identification of the same natural person and Shareholder identified in the Parties clause above and in the Entry Payment Side Letter under passport No. FY773280. It effects no change to Oleksandr Fedorov's shares, office, or rights and obligations under this Agreement.

Signatories