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Page 1 OCR 0.928
DISCLOSURE OF INFORMATION
In order to comply with the Financial Services Authority Regulation Number 29 of 2023
concerning the Buyback of Shares Issued by Public Companies

DISCLOSURE OF INFORMATION TO SHAREHOLDERS IN CONNECTION WITH THE PROPOSED
SHARE BUYBACK OF PT XL AXIATA TBK

PT XL Axiata Tbk
("Company" or "XL")

Business Activities: Engaged in the Business of Telecommunication Services and/or
Telecommunication Network and/or Multimedia

Located in South Jakarta, Indonesia

Head Office:
XL Axiata Tower
JL. H.R. Rasuna Said X5 Kav. 11-12 East Kuningan, Setiabudi
South Jakarta 12950 Indonesia
Phone: #6221 576 1881
Fax: #6221 576 1880
Email: Corpsec@xl.co.id
Website: www.xlaxiata.co.id

5 XL axiata

Unless otherwise specified, the capitalized provisions shall follow the definition as defined in the
Summary of the Proposed Merger dated 11 December 2024 as last updated on 21 March 2025

If there is a discrepancy between this buyback procedures and the procedure stated in the Summary of
the Merger Plan dated 11 December 2024 as last updated on 21 March 2025, please refer to the
buyback procedures outlined in this disclosure

BACKGROUND

The Company has held an Extraordinary General Meeting of Shareholders ("EGMS'") on Tuesday, March
25, 2025 where one of the agendas is to approve the plan for the Merger of the Company, PT Smartfren
Telecom Tbk ("SF") and PT Smart Telecom ("ST") ("Merger").

The Company's shareholders who reject the resolution in the Company's EGMS regarding the Merger
have the right to reguest that their shares be purchased at fair value in accordance with Article 126 in
conjunction with Article 62 of Law No. 40 of 2007 on Limited Liability Companies (“Company Law).
Based on Article 37 Paragraph (1) paragraph a and b of the Company Law, a limited liability company can
buyback the shares that it has issued provided that: (a) the buyback of the shares does not cause the
net worth of the limited liability company to be less than the amount of capital invested plus the
mandatory reserve that has been set aside and (b) the sum of the nominal value of all the buyback shares
by the limited liability company does not exceed 104 (ten percent) of the amount of the issued and paid-
up Capital in the limited liability company.

EDURES AND SCHEDULE FOR THE BUYBACK OF SHARES OWNED BY THE COMPANY"
SHAREHOLDERS WHO DOES NOT APPROVE THE MERGER

A. Shareholders whose Shares Can Be Buyback by the Company
Any shareholder of the Company who:

(a) Is recorded on the Company's Register of Shareholders (recording-date) on February 28, 2025,
Page 2 OCR 0.932
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attend the Extraordinary General Meeting of Shareholders ("EGMS"): and
stated in the EGMS that it did not approve the Merger,

will be given the opportunity to sell its shares to the Company up to a certain amount of the Maximum
Share Purchase Limit, and the rest will be borne by Axiata Investments and BMT.

Shares Price

As stipulated in the Summary of the Merger Plan, the parties to the Merger have determined a price
of IDR 2,350 per share for the repurchase of shares of the Company's Shareholders who do not
approve the Business Merger.

The above price is a price based on the Merger Exchange Ratio agreed upon by the parties in the
Conditional Business Merger Agreement and the price is a price that is still within the fair price range
based on the Fair Opinion Report from KJPP RSR.

Purchase Procedure

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At the EGMS, the Company's Securities Administration Bureau, PT Datindo Entrycom (“BAE”),
will record the total number of XL Eligible Shareholders.

After the EGMS, Eligible XL Shareholders who intend to sell the Company's shares (hereinafter
referred to as "XL Selling Shareholders") are reguired to fill out the Share Sale Statement Form
which can be downloaded on the Company's website: www.xI.co.id.

XL Selling Shareholders who have completed the Share Sale Statement Form must submit the
Share Sale Statement Form to BAE which is located at Jl Hayam Wuruk No. 28 Lt 2 Jakarta
10220 by sending an email to: datindo.excl@ gmail.com.

The Share Sale Statement Form must be submitted by 09.00 to 15.00 WIB from March 27, 2025
and no later than April 10, 2025 ("Statement of Intent to Sell Period”).

XL Selling Shareholders who have submitted the Share Sale Statement Form within the
Declaration of Intent to Sell Period are reguired to give instructions to the Securities Company
or Custodian Bank where the relevant XL Selling Shareholders holds their shares to input the
TEND instruction through the Corporate Action/CA Election menu option at C-BEST by selecting
the CASH option no later than the last day of the Statement of Intent to Sell Period, at the time
determined by KSEI.

The shares that have been earmarked for the instruction will be in the status of "Block for CA",
therefore the Company's shares that have been blocked "Blocked for CA" cannot be transferred
or assigned until the end of the Statement of Intent to Sell Period, except in the event of
cancellation from the securities company/custodian bank made on behalf of the XL Selling
Shareholders based on the terms and conditions listed in paragraphs (9g) and (h) below.

All instructions given by the XL Selling Shareholders to retain their shares will be considered final
and are irrevocable instructions.

The XL Selling Shareholders who have not completed the Share Sale Statement Form and/or
have not provided instructions for their XL shares as referred to in paragraph (e) within the period
as stipulated in paragraph (d) above, will be deemed to have waived their right to reguest a share
buyback.

At the end of each day during the Statement of Intent to Sell Period, KSEI will provide a list of
the XL Selling Shareholders whose shares have been blocked to the designated Securities
Company or Custodian Bank and BAE to verify and confirm the validity of the ownership of the
shares of the XL Selling Shareholders and provide such confirmation to KSEI prior to the Payment
Date.

After being examined and declared entitled to the shares to be purchased, BAE will provide
confirmation to KSEI and instruct the Company or Axiata Investments and BMT (as relevant) to
submit funds for the completion of the purchase to KSEI which will be done on 1 (one) business
day before the Payment Date.

Payment for the share buyback will be made as soon as April 16, 2025 where:
Page 3 OCR 0.930
On the Payment Date, KSEI will transfer the approved Offered Shares for purchase from
the Shelter Account to a securities account registered in the Company's name. Payment
of the Purchase Price will be made on April 16, 2025 and will be made by the Company,
through KSEI.

ii. KSEI will distribute the net funds (after deducting transaction fees) through C-BEST to
each Securities Sub Account (SRE) or CA Account (CA Account) of the securities
company/custodian bank of the approved XL Selling Shareholders. The securities
company/custodian bank of each of the approved shareholders.

() The amount of funds from the buyback that will be received by XL Selling Shareholders will be
subject to applicable deductions including brokerage fees, IDX/KPEI fees, income tax, and other
fees in accordance with applicable laws and regulations. The applicable fees, taxes, and costs will
be borne by each XL Selling Shareholders, and may be deducted in accordance with applicable
laws and regulations.

D. Share Buyback Schedule

TIMETABLE
Date of Register of Shareholders who are entitled to attend : February 28, 2025
the GMS
Changes and/or Additional Information on the : March 21, 2025
Announcement of the Merger Plan
General Meeting of Shareholders of the Company : March 25, 2025
Submission Period for Reguest to Purchase Shares through | : March 27, 2025 to April 10, 2025

TEND instructions through the choice of the Corporate
Action/CA Election menu at C-BEST by selecting the CASH
option so that the Shares have the status of "Block for CA"
and submitting the Statement of Sale of Shares for

Repurchase
Effective Date of Merger : April 16, 2025
Date of Transaction of Purchase of Shares through : April 16, 2025

transactions in the negotiation market

Payment Date : April 16, 2025

File

File Open PDF
Source IDX
Size0.72 MB
Published25 Mar 2025
Pages3
Characters8,176
Text sourceOCR
OCR confidence0.930

Names mentioned 8 people and organisations named in the text · linked when the evidence is strong

linked org XL AXIATA TBK p.1 ×6
linked org Smartfren Telecom Tbk p.1 ×2
linked org PT Smart Telecom p.1
linked org Axiata Investments p.2 ×2
unresolved org Financial Services Authority p.1
unresolved org KJPP RSR. Purchase Procedure p.2
unresolved org PT Datindo Entrycom p.2
unresolved org KPEI p.3

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