pack 1 — entry of the president director
- 1 · disclosure and indemnity — the owners warrant what they are handing over
- 2 · pre-emption waiver — the co-founder releases his right of first refusal
- 3 · GMS resolution — the meeting seats the board at closing
- 4 · share sale — 80 shares, being 1%, at par to the incoming director
- 5 · entry payment side letter — private receipt of the price actually paid
- 6 · shareholders agreement — pre-emption, tag-along, dividend cadence
- 7 · president director — the role, the options, the KPI ladder
Signed 31 August 2026. Seven instruments, one closing, simultaneous exchange. Back to signing.
the sequence and what each step rests on
| # | instrument | what it does | why it sits here |
|---|---|---|---|
| 1 | director disclosure indemnity agreement | the owners disclose every liability of the company and the land, backed by an uncapped joint-and-several indemnity to the incoming director | the first event carried to registration; it takes effect at closing under Article 2.4 |
| 2 | preemption waiver letter | Starodubtsev releases the ROFR over the entry shares, Form B | the sale cannot be offered to a third party while the right stands |
| 3 | gms director appointment | the general meeting seats Fedorov as president director, moves Voinova to president commissioner, leaves Starodubtsev commissioner, and approves the transfer | the meeting authorises the transfer that the next deed executes |
| 4 | share sale entry | 80 shares, being 1% of 8,040, transfer at par — Rp 200,000,000 | the operative transfer; it needs 2 and 3 in place |
| 5 | entry payment side letter | records the price actually paid between the two individuals, USD 40,000, and that nothing attaches to the shares | a receipt follows the payment it receipts |
| 6 | shareholders agreement | pre-emption, tag-along, the closed consent list, the moonly dividend cadence, maker and authorizer on the bank mandate | binds the new shareholder once he is one |
| 7 | president director | how the office is run and paid: dual accounts, the strategic gate, land and credit limits, options to 10% at USD 4M, the KPI ladder | terms of an office that begins at closing |
the closing rule
Purchase and appointment are a single condition package. No completed sale means no appointment takes effect; no appointment means the sale does not complete. Neither side may demand one without the other — gms director appointment §4.
form
One notarial deed — share sale entry, executed before the notary. The remaining six are private instruments (di bawah tangan), valid between the parties on signature under KUHPerdata Pasal 1338. Bahasa Indonesia prevails on any executed deed, per UU 24/2009.
what is still open
Three identity fields in director disclosure indemnity agreement stand as blank rules for handwriting at the table: the passport and address of Starodubtsev, and the address of Voinova. No document in the pack carries them, so they are entered by hand or supplied before printing.