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20250303_EXCL_Pemanggilan RUPS_31865711_lamp2.pdf
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p XL axiata
INVITATION
ANNUAL 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 Annual General Meeting of Shareholders (“Meeting”) which will be held electronically on:
Day/Date 1 Tuesday, 25 March 2025
Time 1. 09.00 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 12, 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 Company's annual report, including the supervisory duties report of the Board of Commissioners, and
ratification of the Company's financial statements for the financial year ending 31 December 2024, as well as the granting
of full release and discharge (volledig acguit et de charge) to the members of the Board of Directors and the Board of
Commissioners for the management and supervisory actions conducted in the financial year 2024
Details:
Pursuant to Article 9 paragraph (4) points (a) and (b) of the Article of Association of the Company: Article 66, Article 69,
and Article 78 Law No. 40 the Year 2007 on Limited Liabilities Company as amended (“Company Law”), the Company
proposes to the Meeting to approve and ratify the Annual Report including the Board Commissioners' Supervisory Report
as well as the Company's Financial Statement and also to grant full release and discharge (volledig acguit et de chargd to
all members of the Board of Directors upon the management and the Board of Commissioners upon the supervisory
conducted in the Financial Year of 2024, as long as those actions are reflected in the Annual Report and recorded in the
Company's Financial Statement and not criminal offense or a breach of the prevailing laws and regulations.
Approval of the decision of the usage of the Company's profits for the financial year ending 31 December 2024
Details:
Pursuant to (i) Article 9 paragraph (4) point (c) of the Article of Association of the Company (ii) Article 70 and Article 71of
the Company Law. The Company proposes to the meeting to approve the utilization plan of the Company's profit for the
financial year ended on 31 December 2024.
Appointment of public accounting firm and/or public accountant to audit the Company's financial statements for 2025
financial year, and to audit other financial statements as reguired by the Company
Details:
Pursuant to Article 9 paragraph (4) point (d) of the Article of Association of the Company: and Article 3 paragraph (1) of
OJK Regulation No. 9 of 2023 on the Use of Public Accountant Services and Public Accounting Firm on the Financial
Services Activities. The Company proposed the approval from the Meeting to (i) appoint a Public Accounting Firm
registered in OJK, based on the recommendation from the Audit Committee, (ii) to grant authorization to the Board of
Commissioners to appoint other Public Accounting Firm listed in the Financial Services Authority if for one or another
reason the above-mentioned public accounting firm is not able to carry out their duties and/or if for one or another reason
there is a change of decision after the effective date of the merger between the Company with PT Smartfren Telecom Tbk
dan PT Smart Telecom and (iii) to grant authorization to the Board of Commissioners and/or Board of Directors to conduct
any matters deemed necessary in order to implement the resolution.
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p XL axiata
Determination of remuneration for members of the Board of Directors and/or Board of Commissioners for the financial
year 2025
Details:
Pursuant to Article 14 paragraph (4) and Article 17 paragraph (5) of the Article of Association of the Company. The Company
proposes to the Meeting that the determination of remuneration i.e., salary, bonus, and other facilities for the year 2025
for the member of the Board of Commissioners to be delegated to the Nominating and Remuneration Committee, while
the determination of remuneration i.e., salary, bonus, and other facilities for the financial year 2025 for the member of the
Board of Directors to be delegated to the Board of Commissioners.
Changes to the Composition of the Board of Directors
Details:
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 the Board of Commissioners are appointed and dismissed by the General Meeting of
Shareholders (“GMS”). In connection with this matter, the Company proposes the approval of the Meeting to accept the
resignation of the President Director and several members of the Board of Directors and simultaneously grant full discharge
and release of responsibility (volledig acguit et de charge) to the President Director and the members of the Board of
Directors for the management carried out from their appointment until the effective date of the resignation of the
respective members of the Board of Directors. Furthermore, the Company proposes the approval of the Meeting for the
appointment of a new President Director.
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 (httos://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 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.i
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p XL axiata 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 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/). 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. B. 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.co.id/).
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p XL axtata 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 httos://www.xlaxiata.co.id/id/ruana-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/rups. 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 7 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1
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Indonesia Stock Exchange
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PT Kustodian Sentral Efek Indonesia
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PT Datindo Entrycom
p.3
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