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20231220_EXCL_Pemanggilan RUPS_31561062_lamp1.pdf
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p XL axiata
INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT XL AXIATA Tbk
(conducted electronically or e-GMS)
The Board of Directors of PT XL Axiata Tbk. (the “Company”) hereby invites all Shareholders of the Company ("Shareholders”)
to attend the Extraordinary General Meeting of Shareholders (“Meeting”) which will be held electronically on:
Day/Date 2 Thursday, 11 January 2024
Time 1. 09.00 AM Western Indonesia Time - end
Place 1 XL Axiata Tower Jalan H.R Rasuna Said Blok X-5 Kav. 11-12
Kuningan Timur, Setiabudi, Jakarta Selatan 12950
(This is a venue of presence for the Meeting Chairperson, Notary,
Supporting Professional Institutions, members of the Board of Directors
delivering presentations, and the Company Secretary, in accordance
with the provisions of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning Planning and Organization of General
Meetings of Shareholders of Public Companies ("POJK No. 15/2020”)
and the Financial Services Authority Regulation No. 16/POJK.04/2020
concerning the Implementation of the General Meetings of Shareholders
of Public Companies Electronically ("POJK No. 16/2020”).
Meeting Mechanism 1 Electronic meeting with Electronic General Meeting System KSEI
(“eASY.KSEI”) platform at https://akses.ksei.co.id/ pursuant to POJK
No. 15/2020 and POJK No.16/2020.
The Meeting will be held with the following Meeting Agenda:
1. Approval of the Amendment to Article 3 of the Company's Articles of Association related to Change of the Company's
Business Activities, including the Feasibility Study discussion on the additional of the Company's business activity to comply
with the reguirements and provisions of Financial Services Authority Regulation No. 17/POJK.04/2020 concerning Material
Transaction and Change of Business Activity (“POJK No. 17/2020”).
Details:
This Agenda is carried out in relation with the addition of Company's business activities pursuant to Article 22 paragraph
(D point (a) of POJK No. 17/2020, where the Company is reguired to obtain prior approval from the General Meeting of
Shareholders (“GMS”) on the Change of Business Activities including explanation on Feasibility Study in relation with the
addition of business activities of the Company. With the addition of business Activities, the Company shall conduct
amendment to Article 3 of the Company's Articles of Association on the Purposes and Objectives of the Company.
Therefore, the Company proposes approval to the Meeting on the addition of the Company's Business Activities of the
Company, including amendment to Article 3 of the Company's Articles of Association.
Approval of changes in the composition of the Company's Board of Commissioners members.
Details:
This Agenda is proposed in relation with the resignation of David Robert Dean from his position as the Board of
Commissioners member of the Company from 90 (ninety) days since the date of his resignation letter namely 24 December
2023 and granting the release and discharge of all responsibilities (Acguit et de Charge) to Doctor David Robert Dean as
Commissioner of the Company for all supervising actions to the extent those actions are reflected in the Annual Report
and recorded in the Company's Financial Statements and do not constitute a criminal offense or breach of the provisions
of the applicable laws and regulations.
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p XL axiata Notes: A. General Provisions 1) The Company does not send a separate invitation to the Shareholders, this invitation serves as a formal invitation to Shareholders to attend the Meeting. This invitation can be accessed via the Company's website (www.xlaxiata.co.id), the Indonesia Stock Exchange (“IDX”'s website (https://idx.co.id/), and eASY.KSEI application provided by KSEI (https://akses.ksei.co.id/). The Company will hold the Meeting electronically. As such, the Company encourages the Shareholders to attend the meeting through the e-Proxy and e-Voting mechanism in eASY.KSEI application provided by PT Kustodian Sentral Efek Indonesia (“KSEI”) through https://akses.ksei.co.id/, Materials of the Meeting are available in the Company's website (www.xlaxiata.co.id) as of the date of this Invitation. The Shareholders who are entitled to attend the Meeting are the Shareholders whose names are validly recorded in the Register of Shareholders of the Company on 19 December 2023 at 16:00 WIB (“Authorized Shareholders") or their authorized proxy. The Authorized Shareholder can participate in the Meeting through the following mechanism: a) Electronic attendance at the Meeting through the eASY.KSEI application (https://akses.ksei.co.id/ ): b) Represented by another party by providing power of attorney electronically through the eASY.KSEI application (https://akses.ksei.co.id/) or e-Proxy. E-Proxy can be made by the Shareholders who are entitled to attend the Meeting from the date of this Meeting Invitation up to 1 (one) business day before the date of the Meeting at 12.00 WIB (“Time Limit for Attendance Declaration”). Procedure of electronic attendance: a) the Shareholders must first register for the KSEI Securities Ownership Reference facility (“AKSes KSEI”). In the event that the Shareholders have not been registered, please register through the website https://akses.ksei.co.id. b) For the registered Shareholders, power of attorney is given through eASY.KSEI application on the website hi ://akses.ksei.co.id. C) For Authorized Shareholders or Authorized Persons below: Ci) The Shareholders who have not declared their electronic attendance until the Time Limit for Attendance Declaration: (ii) The Shareholders who have declared their electronic attendance but have not cast their votes until the Time Limit for Attendance Declaration, (ii) The Individual Representatives and the Independent Party appointed by the Company which are the representative of PT Datindo Entrycom as the Company's Securities Administration Bureau who have received powers of attorney from the Shareholders, but the Shareholders have not cast their votes until the Time Limit for Attendance Declaration, (iv) The KSEI Participants/Intermediaries (Custodian Banks or Securities Companies) who have received powers of attorney from the Shareholders that have cast their votes through the eASY.KSEI application: must register their attendance electronically through the eASY.KSEI application on the date of the Meeting starting at 08.00 WIB until 09.00 WIB. The Authorized Shareholders who have provided an attendance declaration or power of attorney to the Individual Representative or Independent Party and have determined the voting options for the Meeting Agenda in eASY.KSEI up to the specified time limit, he/she does not need to register his/her attendance electronically at the eASY.KSEI application. Any delay or failure to complete the electronic attendance registration process for any reason will result in the Shareholders or their proxies being unable to attend the Meeting electronically,and their share ownership not being taken into account in the attendance guorum. To use the eASY.KSEI application, Shareholders can access eASY.KSEI through eASY.KSEI Login submenu located in the AKSes facility (https://akses.ksei.co.id/). Guidelines for registration, use, and further explanation regarding eASY.KSEI (e-Proxy and e-voting) can be found on the website (https://akses.ksei.co.id/).
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p XL axiata Viewing the Meeting Process ) Shareholders or their proxies who have been registered in the eASY.KSEI application no later than the Time Limit of Attendance Declaration can view the ongoing Meeting process through the Zoom Webinar by accessing the eASY.KSEI menu, submenu GMS Video Streaming located at the AKSes website (httos://akses.ksei.co.id/). The GMS Video Streaming has a capacity of up to 500 participants, where the attendance of each participant will be determined on a first-cometfirst-serve basis. Shareholders or their proxies who do not have the opportunity to view the GMS Video Streaming are still considered valid to be present electronically and share ownership and voting choices are taken into account at the Meeting, as long as their attendance and votes have been registered in the eASY.KSEI application. 3) Shareholders or their proxies who only view the GMS Video Streaming, but are not registered and present electronically on the eASY.KSEI Application, thus the presence of the Shareholders or their proxies are considered invalid and will not be included in the calculation of the guorum of Meeting attendance. 4) To obtain the best experience in using the eASY.KSEI application and/or the GMS Video Streaming, shareholders, or their proxies are advised to use the Mozilla Firefox browser. Additional Information 1) The Shareholders are expected to read the Meeting Rules and the eASY.KSEI Access Guide, which is available on the Company's website (https://www.xlaxiata.co.id/id/ruang-investor/rups ) as of the date of this Invitation. 2) The complete information regarding the Meeting Agenda including other information related to the Meeting, can be viewed and downloaded on the Company's website at https://www.xlaxiata.co.id/id/ruang-investor/rups, IDX website (https://idx.co.id/) and eASY.KSEI application (https://akses.ksei.co.id/) from the date of this Invitation until the date the Meeting is held. 3) Should there be any changes and/or additional information regarding the procedures for conducting the Meeting in connection with the latest conditions and developments that have not been conveyed through this Invitation, it will be announced on the Company's website at https://www.xlaxiata.co.id/id/investor-space/rup: 4) The Meeting will be held electronically through the eASY.KSEI platform. This Meeting will only be physically attended by Meeting staff, Meeting Chairperson, the Board of Directors, and Supporting Professionals to support the smooth conduct of the Meeting as reguired by POJK 16/2020. 5) Any guestion or additional information related to the Meeting can be submitted via the Company's email: CORPSEC@Xxl.co.id and/or BAE: dm@datindo.com. 6) The Company does not provide goody bags or souvenirs and/or hard copy materials of the Meeting at the Meeting venue. Jakarta, 20 December 2023 PT XL Axiata Tbk Board of Directors
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