Shareholders' Agreement — PT. Cyber Valley Estate (merged draft)

Working draft of CVE/SHA/2026-01 · supersedes nothing until executed

Draft status. This merges the executed-form text of shareholders agreement with the machinery imported from the accountant's master template (Master-Shareholder Agreement.pdf, PT Smart Advisory Solutions). Article-by-article provenance is at the end. Not Indonesian legal advice — before signature have Indonesian-licensed counsel review Articles 16, 19 and 21. Renumbered to match the executed shareholders agreement: Articles 5 (Accession), 6 (Maker/authorizer) and 7 (Tax compliance) now sit at the same position in both documents; the imported machinery (former Articles 5–18) shifted to 8–21.

English text · supplementary to Articles 5 and 7 of the articles of association · to be executed bilingually, the Bahasa Indonesia column prevailing (UU 24/2009 Pasal 31).

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 Article 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 of this Agreement; 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 UU 40/2007 Pasal 72. 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 — Death, incapacity and other unforeseeable events

1. On the death, permanent disability, terminal or mental illness of a Shareholder, the heirs or the legally authorised representatives of that Shareholder may elect either to keep the shares and accede to this Agreement under Article 5 of this Agreement, or to exit the Company.
2. Where the election is to exit, the other Shareholders have a preferential right to purchase the shares, in proportion to their shareholding or as they otherwise agree among themselves. The election is notified to the other Shareholders under Article 15 of this Agreement and the preferential right is exercised within 60 (sixty) days of that notice.
3. The price is the price agreed between the heirs and the purchasing Shareholders. Failing agreement within 30 (thirty) days of the election, the price is the fair market value of the shares determined by an independent public appraiser (Kantor Jasa Penilai Publik, licensed by the Ministry of Finance) agreed between the sides. Failing agreement within 14 (fourteen) days, each side nominates one such appraiser and the two nominees appoint a third, whose determination is final. The cost is shared equally.
4. Until the shares are transferred or the preferential right lapses, the heirs or representatives exercise the voting rights attaching to the shares.

Article 9 — No shareholder financing

1. A Shareholder shall not lend money to the Company, and the Company shall not accept loan financing from a Shareholder or from an affiliate of a Shareholder. articles of association Article 12(3) prohibits this at the constitutional level, by the nature of the Company; this Article binds the Shareholders to the same rule and closes the affiliate route.
2. Capital is contributed through an increase of the issued capital with the pre-emptive right under Article 4(3) of the Articles of Association.

Article 10 — Information rights

1. The books of account and other records of the Company are available to each Shareholder at all times during normal business hours. A Shareholder may inspect them itself or through a person it designates, at its own expense, together with any document relating to the business of the Company.
2. Within 10 (ten) business days after the close of each calendar quarter the Company shall prepare and provide the unaudited books of account to each Shareholder.
3. Each Shareholder shall procure that the Board of Directors gives effect to this Article. Refusal or delay of access is a material breach of this Agreement.

Article 11 — Convening a general meeting

1. Each Shareholder may request an extraordinary GMS by written notice to the other Shareholders and to the Board of Directors, stating the matters to be placed on the agenda. The request is sent under Article 15 of this Agreement; messaging applications are not a valid means of request.
2. Each Shareholder shall procure that the Board of Directors issues the notice of the GMS within the period required by law, and shall attend or be represented at that meeting so that the quorum under Article 10 of the Articles of Association is met.
3. Failure to procure the convening, or absence defeating the quorum twice on the same agenda, is a material breach of this Agreement.

Article 12 — Warranties

Each Shareholder warrants to the others, on the date of this Agreement and on each date it acquires or transfers shares:

1. that it has the legal capacity and authority to enter into this Agreement and to perform it;
2. that it satisfies the requirements of articles of association Article 5(2), including the foreign investment provisions of the Investment Priority List applicable to the Company's business activities;
3. that it is not subject to any international sanctions binding on the Company, and that the funds used to acquire its shares are of lawful origin;
4. that it has made and will make all reports and disclosures required of it by any government authority in connection with its shareholding, including tax and beneficial-ownership reporting; and
5. that the information it has provided to the Company or to the other Shareholders for those purposes is true and accurate.

A Shareholder that ceases to satisfy paragraph (2) or (3) shall notify the others within 5 (five) business days. Breach of this Article is at the risk and cost of the warranting Shareholder, who shall indemnify the Company and the other Shareholders against loss arising from it.

Article 13 — Covenants

1. Each Shareholder shall cooperate with the others and use its best efforts to procure and maintain the approvals, licences and registrations required for the Company to carry on its business, including reporting under the foreign investment regime and the maintenance of the Company's land rights.
2. Each Shareholder covenants that entering into and performing this Agreement does not violate any law or regulation of the Republic of Indonesia, any order of a court or arbitral tribunal, or any other agreement to which it is a party, including the instruments listed in Schedule 1.
3. Nothing in this Agreement restricts a Shareholder from pursuing any other activity, whether or not similar to the business of the Company. The Company publishes what it learns, and the Shareholders intend that others build from it.

Article 14 — Assignment

1. A Shareholder may not assign its rights or obligations under this Agreement separately from the shares to which they attach.
2. An assignment together with a transfer of shares is permitted only where the transfer complies with Articles 1, 2 and 3 of this Agreement and the transferee accedes in writing under Article 5 of this Agreement.
3. Where shares are held by an entity controlled by a Shareholder, a change of control of that entity is treated as a transfer of those shares and engages Articles 1, 2 and 3. "Control" means the power to determine the direction of management or material policies, whether through voting shares, contract or otherwise; direct or indirect beneficial ownership of at least 50% of the voting shares is deemed control.

Article 15 — Notices

1. Notices under this Agreement are given in English by electronic mail to the addresses recorded in the Register of Shareholders, with a copy to the Company. A notice sent before 17:00 Bali time on a business day is deemed received on the next business day; otherwise on the second next business day.
2. Messaging applications are not a valid means of notice. Registered post with return receipt is a valid alternative, deemed received on delivery.
3. A Shareholder that changes its address, telephone number or electronic mail address shall notify the others immediately, and until it does so notice to the recorded address is good notice.

Article 16 — Disputes

1. The Shareholders shall use their best efforts to settle amicably any dispute arising out of or in connection with this Agreement, including as to its existence, validity or termination.
2. Failing settlement within 30 (thirty) days of written notice of the dispute, the dispute is finally resolved by arbitration administered by BANI under its rules in force when the arbitration commences.
3. Seat: Denpasar, Bali. Language: English, with a sworn Indonesian translation of the award and key documents arranged by the party seeking enforcement where required locally. Arbitrators: [one (1) / three (3)] under the BANI rules, elected at signing as in director disclosure indemnity agreement Art 11.3. Where three are elected and the dispute has two sides, each side appoints one and those two appoint a third, who chairs. Where the dispute has more than two sides — including a dispute among all three Shareholders — all arbitrators are appointed by BANI on the application of any Shareholder.
4. The award is final and binding. Costs are shared equally unless the tribunal directs otherwise.
5. This Article is severable from the rest of this Agreement and survives its termination.
6. Nothing in this Article prevents a Shareholder from seeking urgent interim relief from a court of competent jurisdiction pending the tribunal's decision. Title to, and registration of, land is in all cases governed by Indonesian law and subject to the competent Indonesian land and court authorities.

Article 17 — Binding on shareholders and successors

1. Each Shareholder is bound by this Agreement for so long as it holds shares in the Company, save for Articles 12, 16 and 20, which continue to bind it after it ceases to hold shares.
2. A Shareholder transferring shares shall procure that the transferee accedes in writing to this Agreement on identical terms before the transfer is registered.
3. This Agreement binds the legal successors of each Shareholder.

Article 18 — Entire agreement

1. This Agreement sets out the entire understanding between the Shareholders on its subject matter and supersedes prior oral or written agreements between them on that subject matter.
2. Paragraph (1) does not affect the instruments listed in Schedule 1, which remain in full force.
3. This Agreement may be amended only in writing signed by all Shareholders.

Article 19 — Severability and change of law

1. If a provision of this Agreement is held null, void or unenforceable, the remaining provisions survive in full, and the affected provision is replaced by one of similar import reflecting the original intent so far as the law permits.
2. If a Shareholder becomes aware of a change in law or regulation that would make performance of this Agreement a breach, it shall notify the others immediately, and the Shareholder whose performance is affected shall propose an amendment.

Article 20 — Non-waiver

1. Failure or delay in enforcing a provision of this Agreement does not waive that provision or the right to enforce it later. In particular, a distribution not resolved in one or more cycles under Article 4 does not vary the cadence set by that Article.
2. A waiver is effective only if in writing signed by the waiving Shareholder, and a waiver on one occasion is not a waiver on any other.
3. Rights and remedies under this Agreement are cumulative and additional to those available at law.

Article 21 — Miscellaneous

1. This Agreement takes effect once signed by all Shareholders and continues to bind every transferee who has acceded to it under Article 5 of this Agreement.
2. This Agreement is governed by the laws of the Republic of Indonesia.
3. This Agreement is executed in Bahasa Indonesia and English. On any discrepancy the Bahasa Indonesia text prevails (UU 24/2009 Pasal 31).

Schedule 1 — Instruments not superseded

Provenance

Rejected from the master template: Art 1.3 (agreement prevailing over the constitution), Art 3 (shareholder loans, negated instead — see Article 9), Art 5.2 (buy-out at valuer's price instead of the offered price), Art 5.3.b (free transfer to affiliates), Art 7.7–7.8 (USD thresholds and unanimity), Art 11 (100% reserve, 30% payout), Art 14 (confidentiality — the graph publishes this pack), Art 17 (termination on failure to obtain licences), Art 19.2 (English prevailing).

Signatories