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, and under Article 14(3) it appoints members of the Board of Commissioners. This resolution does both: it seats the President Director and it moves Voinova from the one organ to the other. It 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)

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:

One person may not sit on both organs. Voinova leaves the Board of Directors at Closing and takes a seat on the Board of Commissioners as President Commissioner, so the Board of Directors is Fedorov alone. The Board of Commissioners goes from one member to two — Voinova as President Commissioner, Starodubtsev as Commissioner — as Article 14(1) permits once more than one member is appointed. Article 15(4), the sole-member fallback under which a single Commissioner exercised President Commissioner authority, ceases to apply on the second appointment. Two consequences follow from Article 16: a meeting is quorate only with both members present or represented (16(8), more than one-half of two), and the President Commissioner holds the casting vote in a tie (16(10)).

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 either Commissioner; 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 — either Commissioner is enough in each case, both holding that right independently; 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):

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)

Place, date: __________________

Bahasa Indonesia prevails on the notarial form if executed bilingually.