Back to announcement
20250303_EXCL_Pemanggilan RUPS_31865718_lamp1.pdf
RUPS notice Text extracted EXCLSource file signed link, expires in 15 minutes
Extracted text 4
Page 1 OCR 0.932
p XL axtata
INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT XL AXIATA Tbk
(conducted physically and 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 1. Tuesday, 25 March 2025
Time 1. 1.00 AM Western Indonesia Time - end
Place 1 Dua Mutiara Ballroom, JW Marriott Hotel Jakarta, Jalan DR Ide Anak
Agung Gde Agung Kav E.1.2 No 1&2, Kawasan Mega Kuningan, Jakarta,
Indonesia, 12950
Meeting Mechanism 1 Meeting will be held Physically and Electronically through 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 merger between the Company, SF and ST as contemplated under the merger plan
Details:
This agenda item is proposed in connection with the proposed merger between the Company, PT Smartfren Telecom Tbk
("SF"), and PT Smart Telecom ("ST") with the Company as the surviving company ("Merger") as outlined in the Summary
of the Merger Plan published on 11 December 2024 (as added and/or amended in accordance with applicable laws and
regulations). According to the provisions of Article 17 of the Financial Services Authority Regulation No. 74/POJK.04/2016
of 2016 concerning Mergers or Consolidations of Public Companies ("POJK 74/2016"), the merger must obtain approval
from the general meeting of shareholders (GMS). Therefore, the Company proposes to the Meeting to approve the
proposed Merger.
Approval of the amendments to the articles of association of the Company as a result of the merger, including the change
of the Company's name to "PT XLSmart Telecom Sejahtera Tbk"
Details:
This agenda item is proposed due to the planned amendments to the Company's articles of association as a result of the
Merger, including changing the Company's name to "PT XLSmart Telecom Sejahtera Tbk" in accordance with the provisions
of Article 19 of Law No. 40 of 2007 concerning Limited Liability Companies as amended ("Company Law"). In addition, the
Company plans to amend the following articles: Article 1 (Name and Domicile), Article 3 (Purpose and Objectives): Article
4 (Capital), Article 9 (General Meeting of Shareholders): Article 12 (Amendments to the Articles of Association), Article 13
(Merger, Consolidation, Acauisition, Spin-Off, Dissolution, and Liguidation), Article 14 (Board of Directors), Article 15 (Duties,
Responsibilities, and Authorities of the Board of Directors): Article 16 (Board of Directors Meetings): Article 17 (Board of
Commissioners): Article 19 (Board of Commissioners Meetings) and Article 23 (Closing Provisions). The Company proposes
to the Meeting to approve the amendments to these articles in the Company's articles of association
Page 2 OCR 0.943
p XL axiata
Approval of the merger deed and its execution by the Company
Details:
This agenda item is proposed because, based on Government Regulation No. 27 of 1998 concerning Mergers,
Consolidations, and Acauisitions of Limited Liability Companies and POJK 74/2016, the draft of the merger deed must be
approved by the GMS. Therefore, the Company proposes to the Meeting to approve the merger deed and its signing by
the Company in connection with the Merger.
Approval of the changes to the composition of the Board of Commissioners and/or Board of Directors of the Company as
a result of merger
Details:
This agenda item is proposed in connection with the dismissal of the Company's board of directors and board of
commissioners and the appointment of new directors and commissioners of the Company, which will be effective on the
Effective Date of the Merger (as defined in the Summary of the Merger Plan). Based on Article 14 paragraph (3) and Article
17 paragraph (3) of the Company's Articles of Association, members of the Board of Directors and/or Board of
Commissioners are appointed and dismissed by the GMS. Therefore, the Company proposes to the Meeting to approve the
dismissal of the Company's board of directors and commissioners and the appointment of new directors and commissioners
of the Company.
Approval of the change of controller of the Company as a result of the merger, from Axiata Group Berhad as the sole
controller to Axiata Group Berhad and PT Wahana Inti Nusantara, PT Global Nusa Data and PT Bali Media Telekomunikasi
as joint-controllers
Details:
This agenda item is proposed in connection with the planned change in the Company's controlling shareholders as a result
of the Merger, from Axiata Group Berhad ("AGB") to AGB, PT Wahana Inti Nusantara, PT Global Nusa Data, and PT Bali
Media Telekomunikasi, as joint controllers, as outlined in the Summary of the Merger Plan. Therefore, the Company proposes
to the Meeting to approve this change of control.
Approval of the buyback of the Company's shares from the Company's shareholders dissenting with the merger, in
accordance with the limitations and provisions under Law No. 40 of 2007 on Limited Liability Company as amended by
Law No. 6 of 2023 and OJK Regulation No. 29 of 2023 on the Buyback of Shares Issued by Publicly-Traded Companies
Details:
This agenda item is proposed in connection with the obligation to buyback the shares from the Company's shareholders
rejecting the Merger. According to the provisions in the Company Law, the Company's shareholders who reject the
decision in the Meeting have the right to reguest that their shares be bought at a fair value. The Company Law stipulates
that a company can repurchase its issued shares provided that: (a) the repurchase does not cause the company's net
assets to be less than the total issued capital plus the mandatory reserves that have been set aside, and (b) the total
nominal value of all shares repurchased by the company does not exceed 104 (ten percent) of the total issued capital in
the company ("Company's Buyback Limit"). Therefore, the Company proposes to the Meeting to approve the buyback of
shares from the Company's shareholders rejcting the Merger.
Approval for the purchase of SF shares by the Company from SF shareholders dissenting with the merger in accordance
with the limitations and provisions under the Summary of Merger Plan dated TI December 2024
Details:
This agenda item is proposed in connection with the provisions agreed upon in the Summary of the Merger Plan, which
states that if the amount to be paid by the Company for the repurchase in the Company is less than the Company's Buyback
Limit, the Company will act as a standby buyer to purchase shares from SF shareholders who disagree with the Merger.
Therefore, the Company proposes to the Meeting to approve the purchase of shares from SF shareholders rejecting the
Merger.
Page 3 OCR 0.938
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 physically and electronically. The electronic implementation will be carried out
through the eASY.KSEI application provided by PT Kustodian Sentral Efek Indonesia ("KSEI") (with the link
https://akses.ksei.co.id provided by KSEI) as regulated and permitted in the applicable regulations. Registration
guidelines and explanations regarding the use of the eASY.KSEI application (e-Proxy and e-Voting) can be seen at the
link 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.
Shareholders entitled to attend or be represented at the Meeting are Shareholders whose names are recorded in the
Register of Shareholders on 28 February 2025 at the latest at 16:00 WIB or the Company's Shareholders in the KSEI
securities sub-account at the close of stock trading on the Exchange on 28 February 2025 ("Authorized
Shareholders") or their legal proxies.
The Authorized Shareholder can participate in the Meeting through the following mechanism:
a) Attend the meeting physically of electronically through the eASY.KSEI application (https://akses.ksei.co.id/ ):
b) Represented by another party by giving physical power of attorney using the written power of attorney form
available on the Company's website (www.xlaxiata.co.id) or by 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 KSEP). 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
https://akses.ksei.co.id.
C) For Authorized Shareholders or Authorized Persons below:
(i) 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,
(iii) 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 10.30 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/).
Page 4 OCR 0.939
p XL axiata 7) For Shareholders or their proxies who wish to attend the Meeting physically, they must submit to the registration officer the original Written Confirmation for the Meeting (hereinafter referred to as "KTUR") and the original Identity Card (hereinafter referred to as "KTP") or other identification before entering the Meeting room. For representatives of Shareholders in the form of legal entities, in addition to submitting the original KTUR and a photocopy of the KTP or other identification, they must also submit a photocopy of the latest articles of association and the latest deed of appointment of the management of the legal entity they represent. In the event that there are Shareholders or their proxies who have declared or registered their electronic attendance but then attend the Meeting physically, the Company will cancel the electronic attendance of the relevant Shareholders or their proxies in the eASY.KSEI application. The Company has the right to limit the number of Shareholders who can attend the Meeting physically. For Shareholders or their proxies who will attend the Meeting physically, they must follow the protocol at the Meeting venue set by the Company, including: a) Shareholders who have arrived at the location but cannot enter the Meeting room due to limited room capacity can still exercise their rights by attending the Meeting electronically or giving power of attorney (to attend and vote on each agenda item of the Meeting) to an independent party appointed by the Company (BAE Representative) by filling out and signing the written power of attorney form provided by the Company at the Meeting venue. In order to facilitate the arrangement and for the order of the Meeting, Shareholders or their proxies who are physically present are kindly reguested to be at the Meeting venue no later than 30 (thirty) minutes before the Meeting begins. Viewing the Meeting Process 1) 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 (https://akses.ksei.. D. 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: 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. Jakarta, 3 March 2025 PT XL Axiata Tbk Board of Directors
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
PT Datindo Entrycom
p.3
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.