20240515_EXCL_Laporan Informasi dan Fakta Material_31639215_lamp1.pdf

  Axiata Group and Sinar Mas sign non-binding Memorandum of
 Understanding to mutually explore proposed merger of XL Axiata
                   and Smartfren in Indonesia

JAKARTA, 15 MAY 2024 – Axiata Group Berhad (“Axiata” or “the Group”) and (a) PT
Wahana Inti Nusantara (“WIN”); (b) PT Global Nusa Data (“GND”); and (c) PT Bali Media
Telekomunikasi (“BMT”) ((a) to (c) collectively referred to as “Sinar Mas”) (Axiata and Sinar
Mas collectively referred to as the “Parties” and each a “Party”) today announced that they
have entered into a non-binding Memorandum of Understanding (“MOU”) to mutually explore
a proposed merger of XL Axiata and Smartfren (“Proposed Transaction”) to create a new
entity (“MergeCo”).

The Proposed Transaction is at an early stage of evaluation with both Axiata and Sinar Mas
intending to remain as joint controlling shareholders of MergeCo.

There is no certainty that the ongoing discussions between the Parties will result in the entry
into any binding agreement nor the completion of the Proposed Transaction. Validation of
merger rationale and value creation to shareholders, due diligence, preparation of a joint
business plan and agreement on key terms will be the principal activities carried out during
the exploratory phase governed by the non-binding MOU. Any key development in relation to
this MOU will be announced as required. In the event a binding agreement is to be entered
into at a future point in time, the associated transaction will be subject to among others,
regulatory and corporate approvals.

With the intent to create a stronger telecommunications service provider in Indonesia, the
proposed merger of XL Axiata and Smartfren is expected to bring together the combined scale,
competencies, finances and deep telecommunication expertise of Axiata and the local scale
and market knowledge of Sinar Mas to generate significant value. Both principals are expected
to wield an equitable influence over the strategic direction and operational decisions of
MergeCo, bolstered by their respective strengths.

Axiata believes that MergeCo will have the strategic agility, competence and scale to meet
increasing expectations and demand from consumers, businesses and the Indonesian public
sector. MergeCo is expected to deliver superior customer experience in the
telecommunications sector and create additional shareholder value including through
synergies from the combined operations of XL Axiata and Smartfren.

Axiata is committed to remaining a leading player in Indonesia's digital and technology
landscape, rooted in its long-term vision of supporting the country's digital future. Indonesia is
an important market and key to its strategic initiatives. XL Axiata is Axiata’s largest asset and
from a portfolio standpoint, Indonesia is the highest value creator, where it runs five main
businesses - XL Axiata, Link Net, EDOTCO, Boost and ADA.

                                             -Ends-


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