20240102_EXCL_Informasi Transaksi Afiliasi_31563687_lamp3.pdf

DISI

SURE OF INFORMATION OF
PT XL AXIATA TBK

To comply with POJK 42/2020, PT XL Axiata Tbk (the “Company”) hereby conveys disclosure of information
on the Company's Affiliated Transaction.

DEFINITION.:

ADLI : PT Axiata Digital Labs Indonesia, a company incorporated under the
laws of the Republic of Indonesia, having its address at Cyber 2
Tower 3 floor, Jl. H.R. Rasuna Said No. 13, Kuningan Timur,
Setiabudi, Jakarta Selatan 12950.

Affiliate : Affiliate has the meaning as defined in Article 1 point (1) of the Law
No. 8 of 1995 on Capital Market

Affiliated Transaction : means as defined under Article 1 paragraph (3) of POJK 42/2020.

Company : PT XL Axiata Tbk, a public limited liability company duly established
under the law of Republic of Indonesia, having its address at XL
Axiata Tower, Jl. H.R. Rasuna Said X-5 Kav. 11-12, Kuningan Timur,
Setiabudi, South Jakarta 12950, Indonesia.

Conflict of Interest : means as defined under Article 1 point (4) of POJK 42/2020.

Disclosure of Information : Information as provided in this Disclosure of Information in order to
comply with POJK 42/2020.

KJPP Y&R : Kantor Jasa Penilai Publik Yanuar, Rosye & Rekan, having its
address at The Manhattan Sguare Building Mid Tower 15" floor Unit
F, Jl. TB Simatupang Kav I-S, Cilandak Timur, Jakarta Selatan 12560,

Indonesia,

POJK 17/2020 : means Financial Services Authority  Regulation — No.
17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities.

PREFACE

This Disclosure of Information is made to comply with POJK 42/2020, which obliges the Company to make a
Disclosure of Information regarding the Affiliated Transaction conducted by the Company, where the Company
is obliged to announce this Affiliated Transaction to the public by no later than the second business day after
the occurrence of such Affiliated Transaction.

Through this Disclosure of Information, the Company will provide the explanation, consideration and reason for
conducting the Affiliated Transaction. In this Disclosure of Information, the object of the Affiliated Transaction
will be elaborated on, including the value of the Affiliated Transaction, the parties to the Affiliated Transaction
and the nature of the affiliation with respect to the Affiliated Transaction.

INFORMATION ON THE AFFILIATED TRANSACTION

A. REASON AND BACKGROUND
The Company and ADLI have signed Statement of Work for the Provision of Professional Services Pertaining
to BSS & Support System Development, Statement of Work for the Provision of Professional Services
Pertaining to Digital Touchpoint Development, Statement of Work for the Provision of Professional Services
Pertaining to Middleware Development on December 29, 2023 (“Transaction”).
Currently, IT application development work in the Company is supported by several technology partners,
both for software and hardware (infrastructure). This multipartner partnership model is considered less
efficient due to several factors:
-  Variations in commercial models cause the process of adjusting IT application development costs to be

longer.

-. The sourcing and project management process depends on several partners.
- Multiple escalation paths lead to longer duration to resolve a technical issue.

B. THE PURPOSE AND BENEFIT FOR THE COMPANY
This Transaction will increase the optimization of IT application development and maintenance in the
Company. With the increase in optimization, it is expected that time to market will be faster and can support
the achievement of the Company's business targets.

The benefits arising from this Transaction are:

- The Transaction Plan is expected to consolidate the Company's IT application development thus making
IT application development costs easier to harmonize:

- The standardization of application development work will accelerate the duration of work completion,
and

- One escalation path to handle technical issues will streamline the operational process.

C. OBJECT AND VALUE

This Transaction will be carried out by the Company and ADLI. The Company acts as the job provider as
well as controls the architectural plans and technical decisions. ADLI serves as a strategic partner for
application development which includes software and hardware (infrastructure).

The object of this Transaction is the provision of professional services related to BSS & supporting system
development, Digital Touchpoint development and Middleware development. The overall Transaction value
amounted to IDR 168,077,010,000 (one hundred sixty-eight billion seventy seven million ten thousand
rupiah) in a year.

. PARTIES INVOLVED IN THE AFFILIATED TRANSACTION AND THE NATURE OF THE AFFILIATED

RELATIONSHIP

The parties having an Affiliated relationship are the Company and ADLI.

The nature of Affiliated relationship between the Company and ADLI is as described in Point D.3 of this
Disclosure of Information.

1. The Company

The Company, domiciled in South Jakarta, is established pursuant to Deed of Establishment No. 55
dated 6 October 1989 as amended by Deed No. 79 dated 17 January 1991, both made before Rachmat
Santoso Notary in Jakarta, that has been approved pursuant to the Minister of Justice Decree No. C2-
515.HT.O1.01.Th.91 and has been announced in State Gazette of Republic of Indonesia No. 90 dated 8
November 1991, Supplement No. 4070.

The Articles of Association of the Company have been amended several times lastly pursuant to Deed
No. 49 dated 25 January 2023 made before Aulia Taufani, S.H., Notary in South Jakarta, which has
been approved by the Minister of Law and Human Rights based on Decree No. AHU-AH.01.03-0015425
dated 27 January 2023.

The Company's address is at Jl. H.R. Rasuna Said X-5 Kav. 11-12, Kuningan Timur, Setiabudi, South
Jakarta 12950, listed in Indonesia Stock Exchange with “EXCL” as the stock code.

The purpose and objectives of the Company are to carry out business activities in the field of
telecommunications operations, computer programming and consulting activities, information service
activities, wholesale trade, management consulting activities and financial activities as well as other
purposes in accordance with the Company's Articles of Association.

As of the date of this Disclosure of Information, the capital structure of the Company is as follows:

Authorized Capital | : | Rp 2,265,000,000,000

Issued Capital | | Rp 1,312,853,066,500

Authorized Capital of the Company is divided into 22,650,000,000 shares, each with a nominal value
of Rp 100,00. The Company's shareholding structure based on (i) Shareholders Register as at 30
November 2023 and (ii) Register of Board of Directors and Board of Commissioner Share Ownership
as at 30 November 2023, both issued by the Securities Administration Bureau is as follows:

Information Percentage (96)
Axiata Investments (Indonesia) Sdn 66.246
Bhd
Public 33.324
Treasury Shares 0.43
Total 100.00
Where the percentage of public shares include:
Dian Siswarini 0.09
Feiruz Ikhwan Bin Abdul Malek 0.002
Abhijit Jayant Navalekar 0.024
Yessie Dianty Yosetya 0.017
David Arcelus Oses 0.027
| Gede Darmayusa 0.003

The composition of the Board of Commissioners and the Board of Directors of the Company based
on Notary Deed No. 25 dated on 5 May 2023, made before Aulia Taufani S.H., Notary in Jakarta, that
has been approved by the Minister of Law and Human Rights based on Decree No. AHU-AH.01.09-
0116602 dated 11 May 2023, are as follow:

Board of Commissioners

Title Name
President Commissioner : Doktor Muhamad Chatib Basri
Commissioner : Vivek Sood
Commissioner : Dr. David Robert Dean!
Commissioner : Dr. Hans Wijayasuriya
Independent Commissioner : Yasmin Stamboel Wirjawan
Independent Commissioner : Muliadi Rahardja
Independent Commissioner : Julianto Sidarto

Board of Directors

1 Doktorandus David Robert Dean submitted his resignation as Commissioner of the Company on September 25, 2023. The resignation will be processed and
effective by referring to the provisions on the Company's Articles of Association.

Title Name
President Director : Dian Siswarini
Director : Feiruz Ikhwan Bin Abdul Malek
Director 1 | David Arcelus Oses
Director : Abhijit Jayant Navalekar
Director : Yessie Dianty Yosetya
Director : | Gede Darmayusa

ADLI

ADLI, domiciled in South Jakarta, is established pursuant to Deed of Establishment No. 4 dated 19
February 2021, is made before Ronaldie Christie, Notary in Jakarta, that has been approved
pursuant to the Minister of Law and Human Rights Decree No AHU-0014160.AH.01.01.TAHUN 2021
on the Ratification of the Limited Liability Company PT Axiata Digital Labs Indonesia's Legal Entity
Establishment, which was established in Jakarta on February 26, 2021 (“SK Pengesahan Badan
Hukum ADLI”.

The purpose and objectives of ADLI is to do business in the field of various facets of computer
programming endeavors. ADLI may conduct business activities in such as encompassing
consultations pertaining to the analysis, design, and programming of diverse turnkey systems, such
as examination of computer user reguirements and issues, problem-solving, and the development
of software tailored to address these challenges.

As of the date of this Disclosure of Information, the capital structure of ADLI is as follows:

Authorized Capital : | Rp.2,500,000,000
Issued Capital : | Rp.2,500,000,000

Authorized Capital of ADLI is divided into 2,500 shares, each with a nominal value of Rp 1,000,000.
The composition of ADLI shareholders as of February 19, 2021, according to the Attachment SK
Pengesahan Badan Hukum ADLI is as follows:

Information Percentage (96)
Axiata Digital Labs (Private) 99
Limited.
Axiata  Investments — (Labuan) 1
Limited

Total 100.00

The composition of the Board of Commissioner and the Board of Director of ADLI based on Notary
Deed No. 41 dated on 30 June 2022, made before Ronaldie Christie, S.H., M. Kn., Notary in Jakarta
are as follow:

Board of Commissioners

Title Name

Commissioner 1 Feby Sallyanto

Board of Directors

Title Name

Director : Tharanath Chandima Bandara
Wijekoon

3. Nature of Affiliated Relation

The Company and ADLI have an Affiliated relationship where both are indirectly controlled by the
same party, Axiata Group Berhad (AGB). Axiata Investments (Indonesia) Sdn. Bhd. is the major
shareholder of the Company, with AGB indirectly owning 100 & of its shares also AGB indirectly
owns the majority shares in ADLI through Axiata Digital Labs (Private) Limited.

SUMMARY OF THE INDI

NDENT VALUER

ORT

To ensure the fairness of the Proposed Transaction, the Company has reguested an independent appraiser
registered with OJK, namely the Public Appraisal Services Office of Yanuar, Rosye & Rekan (KJPP Y&R) as an
authorized KJPP with Business License No. 2.20.0170 based on the Decree of the Minister of Finance No.
365/KM1/2020 dated July 27, 2020 which is registered as a capital market supporting profession in OJK with
a Registered Certificate (STTD) of Capital Market Supporting Profession No. STTD.PB-38/PJ-1/PM.02/2023 as
an independent appraiser to provide an opinion on the fairness of the Transaction Plan.

In preparing this Fairness Opinion Report, KJPP Y&R acts independently without any conflict of interest and is
not affiliated with the Company or parties affiliated with the Company. KJPP Y&R also has no personal interest

or benefit related to this assignment.

The following is the summary and opinion of KJPP Y&R on the Transaction Plan based on Fairness Opinion
Report No. 00026/2.0170-00/BS/NB-02/0045/1/XII/2023 dated December 20, 2023:

1. PARTY IDENTITY

Service User Party:
PT XL Axiata, Tbk.

Supplier Party:
PT Axiata Digital Labs Indonesia.

BASIS OF TRANSACTION PLAN

The basis of this Transaction Plan is documents relating to the development and maintenance of IT

applications contained in the Statement of Work Draft as follows:

# Statement of Work Draft for the Provision of Professional Services Related to BSS & Support System
Development:

e Statement of Work Draft for the Provision of Professional Services Related to Digital Touchpoint
Development: and

s Statement of Work Draft for the Provision of Professional Services Relating to Middleware
Development.

OBJECT OF TRANSACTION PLAN

The object of this fairness opinion analysis is the Transaction Plan contained in the Statement of Work
Draft for the Provision of Professional Services Relating to BSS & Supporting System Development, Digital
Touchpoint Development and Middleware Development.

This Transaction Plan will be carried out by the Company with an affiliated party, namely ADLI, where the
Company actsas ajob provider as well as controls the architectural plan and technical decisions and ADLI
as a strategic partner for application development which includes software and hardware (infrastructure).

PURPOSE AND OBJECTIVES OF THE FAIRNESS OPINION
The purpose of this report is to provide afairness opinion on the Company's Transaction Plan with affiliated
parties.

The purpose of this Fairness Opinion is to fulfill the interests of the Capital Market related to POJK 42 of
2020. This fairness opinion is not used outside the context or purpose of the fairness opinion.

ASSUMPTIONS AND LIMITING CONDITIONS

Assumptions

Some assumptions used in the preparation of this fairness opinion are:

»#  KJPP Y&R produces a Fairness Opinion Report that is non-disclaimer opinion.

»  KJPP Y&R has reviewed the documents used in the process of preparing the Fairness Opinion Report.

e In preparing this report, KJPP Y&R relies on the accuracy and completeness of information provided
by the Company and or data/information available to the public and other information and research
that KJPP Y&R considers relevant.

The assignor states that all material information concerning the assignment of the fairness opinion has
been fully disclosed to KJPP Y&R and there is no reduction of important facts.

KJPP Y&R uses financial projections before and after the Transaction Plan and pro forma financial
statements submitted by the Company by reflecting the reasonableness of financial projections and
their achievability (fiduciary duty).

The resulting report is open to the public unless there is confidential information, which may affect the
Company's operations.

KJPP Y8R is responsible for the implementation of the Assessment and the fairness of the adjusted
financial projections.

KJPP Y&R is responsible for the Fairness Opinion Report and the resulting conclusions.

KJPP Y&R has obtained information on the legal status of the Fairness Opinion object from the
assignor.

This Fairness Opinion Report is intended only to fulfill the interests of the Capital Market and the
fulfilment of OJK rules.

This Fairness Opinion Report is prepared based on market and economic conditions, general business
and financial conditions, and Government regulations related to the Transaction Plan as of the date of
this opinion.

KJPP Y&R assumes that the Company is a company with sustainable business in the future and
managed by professional and competent management, therefore the premise used for the preparation
of this Fairness Opinion Report is the going concern premise.

In the preparation of this Fairness Opinion Report, KJPP Y&R uses several assumptions, such as the
fulfilment of all conditions and obligations of the Company and all parties involved in the Transaction
Plan and the accuracy of information regarding the Transaction Plan disclosed by the Management of
the Company.

This Fairness Opinion Report should be viewed as a whole and the use of part of the analysis and
information without considering other information and analysis as a whole may cause misleading views
and conclusions on the process underlying the fairness opinion. The preparation of this Fairness Opinion
Report is a complicated process and may not be possible through incomplete analysis.

KJPP Y&R also assumes that from the date of issuance of this Fairness Opinion Report until the date
of the occurrence of the Proposed Transaction there is no change that materially affects the
assumptions used in the preparation of this Fairness Opinion Report. We are not responsible for
reaffirming or completing, updating our opinion due to changes in assumptions and conditions and

events that occur after the date of this fairness opinion.

KJPP Y&R does not conduct due diligence process to the entities or parties conducting the Proposed
Transaction.

Incarrying out the analysis, KJPP Y&R assumes and relies on the accuracy, reliability and completeness
of all financial information and other information provided to KJPP Y&R by the Company or generally
available which is essentially true, complete and not misleading, and KJPP Y&R is not responsible for

conducting an independent examination of such information. KJPP Y&R also relies on assurances from
the Company's management that they are not aware of facts that cause the information provided to
us to be incomplete or misleading.

« The analysis in this Fairness Opinion Report on the Proposed Transaction is prepared using the data
and information as disclosed above. Any changes to such data and information may materially affect
the final result of KJPP Y&R's opinion. Therefore, KJPP Y&R is not responsible for any changes in the
conclusion of this Fairness Opinion Report due to changes in such data and information.

e  KJPP Y&R does not provide an opinion on the taxation impact of this Proposed Transaction. The
services that we provide to the Company in relation to this Proposed Transaction are only the
provision of Fairness Opinion on the Proposed Transaction and not accounting, auditing or taxation
services. KJPP Y&R does not conduct research on the validity of the Transaction Plan from a legal
aspect and the tax implications of the Transaction Plan.

« The work related to the Proposed Transaction does not constitute and cannot be construed in any
form, as a review or audit or the implementation of certain procedures on financial information. Such
work also cannot be intended to reveal weaknesses in intemal control, errors, or irregularities in
financial statements or violations of law. In addition, KJPP Y&R has no authority and is not in a position
to obtain and analyze a form of other transactions outside the Transaction Plan and may be available
to the Company and the effect of these transactions on this Transaction Plan.

APPROACH AND METHOD OF FAIRNESS OPINION

The Fairness Opinion Approach and Method used in the preparation of this report refers to the Regulation
of the Financial Services Authority of the Republic of Indonesia No. 35/POJK.04/2020 regarding the
Assessment and Presentation of Business Valuation Reports in the Capital Market ("POJK 35 of 2020”)
and Circular Letter of the Financial Services Authority of the Republic of Indonesia No.
17/SEOJK.04/2020 regarding Guidelines for the Assessment and Presentation of Business Valuation
Reports in the Capital Market ("SEOJK 17 of 2020”), where the Appraiser is reguired to conduct an analysis
which at least includes:

# Analysis of the Transaction Plan related to the background, basis, object, source of funds and
business considerations used by the Company.

#  Gualitative analysis and guantitative analysis of the Transaction Plan.

# Analysis of the fairness value of the Transaction Plan to be implemented, and

# Analysis on other relevant factors.

CONCLUSION AND FAIRNESS OPINION ON THE TRANSACTION PLAN
The fairness of the Transaction Plan can be concluded by considering the following analysis:

# Analysis of Transaction Plan

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Currently, IT application development work in the Company is supported by several technology
partners, both for software and hardware (infrastructure). This multipartner cooperation model is
considered less efficient due to several factors, namely:
-  Variations in commercial models cause the process of adjusting IT application development
costs to be longer.
-. The sourcing and project management process depends on several partners.
- There are several branches of escalation paths causing the duration to resolve a technical
issue to be longer.
These conditions caused the Company to enter into a work agreement related to the development
and maintenance of IT applications with ADLI. With these considerations, the Proposed Transaction is
reasonable to implement.

Gualitative and guantitative analysis

Gualitative Analysis

Judging from EXCL's operational performance and prospects and considering industry trends related
to IT, the benefits and advantages for the Proposed Transaction will have a positive impact on EXCL's
business continuity. With the Transaction Plan, the cost of developing IT applications will be more
easily aligned, making the Transaction Plan reasonable to implement.

Guantitative analysis

The profitability ratio of financial projections is recorded to increase every year. The IT application
development of Professional Services for BSS and Support System Development, Professional
Services for Digital Touchpoint and Professional Services for Middleware Development are expected
to be able to support the Company's profitability achievement target well.

Analysis of the fairness of the value of the Proposed Transaction
The percentage range of the amount of Reference Value to the Transaction Plan Value between ADLI
and comparable companies is between negative 6.004 to 3.004.

In accordance with POJK 35 of 2020, the upper limit and lower limit on the range of Value, may not
exceed 7.54 (Seven Point Five Percent) of the Reference Value, so that the Transaction Plan related
to the use of services for Professional Services for BSS and Support System Development, Professional
Services for Digital Touchpoint and Professional Services for Middleware Development is Reasonable.

Based on the analysis of the Transaction Plan, gualitative and guantitative analysis, analysis of the

fairness of the value of the Transaction Plan and review of data and information obtained and used as
disclosed in this Fairness Opinion Report, we are of the opinion that the Transaction Plan is Fair.

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EXPLANATION, CONSIDERATIONS, AND REASONS FOR AFFILIATED TRANSACTION, COMPARED WITH
OTHER SIMILAR TRANSACTIONS THAT ARE NOT PERFORMED WITH AFFILIATED PARTIES

This Transaction will increase the optimization of IT application development and maintenance in the Company.

With the increase in optimization, it is expected that time to market will be faster and can support the
achievement of the Company's business targets.

The Company has been cooperating with ADLI for a long time. Several strategic applications are products of
ADLI. ADLI has professionals who support the development and maintenance of applications specifically built
for the Company. In addition, ADLI also serves other subsidiaries under the Axiata group. This Transaction is
expected to increase the application of various innovations that have been carried out by Axiata Digital Labs
at the Axiata group level.

STATEMENT OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS

The Board of Directors and Board of Commissioners of the Company stated that in accordance with the
provisions of Article 3 of POJK 42/2020, the Affiliated Transaction has gone through adeguate procedures to
ensure that the Affiliated Transaction is carried out in accordance with generally accepted business practices.

Furthermore, in accordance with the provisions of Article 10 letter (i)) POJK 42/2020, the Board of Directors
and Board of Commissioners of the Company state that: (i) the Affiliated Transaction does not contain a
Conflict of Interest, and (ii) all material information has been disclosed in this document and the information is
not misleading.

DDITIONAL INFORMATION

For further information related with Company's Transaction as disclosed in this Disclosure of Information,
please contact:

Corporate Secretary
PT XL Axiata Tbk

Head Office
XL Axiata Tower,
Jl. H.R. Rasuna Said X-5 Kav. 11-12, Kuningan Timur,
Setiabudi. Jakarta Selatan 12950, Indonesia.
Telepon: (021) 576 1881 / 576 1880

Website: www.xlaxiata.co.id

Email: CORPSEC @xl.co.id
Attn. Corporate Secretary

Jakarta, 2 January 2024

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