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20240403_EXCL_Pemanggilan RUPS_31623326_lamp2.pdf
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p XL axiata INVITATION ANNUAL 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 to attend the Annual General Meeting of Shareholders (“Meeting”) which will be held electronically on: Day/Date 1 Friday, 3 May 2024 Time 1. 08.00 AM Western Indonesia Time - finish Place 2 XL Axiata Tower Jalan H.R Rasuna Said Blok X-5 Kav. 11-12 Kuningan Timur, Setiabudi, Jakarta Selatan 12950 Meeting Mechanism 1 Electronic meeting with Electronic General Meeting System KSEI (“eASY.KSEI") platform at https://akses.ksei.co.id/ pursuant to POJK 15/2020 and POJK 16/2020. The meeting will be held with the following agenda: 1. Approval on the Company's Annual Report including the Board of Commissioners' Supervisory Report as well as Ratification of the Company's Financial Statement for the Fiscal Year Ended on 31 December 2023, and Granting of Full Release and Discharge (volledig acguit et de charge) to All Members of the Board of Directors and the Board of Commissioners from the Management and Supervisory Actions Carried Out for the Fiscal Year of 2023. 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 (“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 charge) to all members of the Board of Directors upon the management and the Board of Commissioners upon the supervisory conducted in the Fiscal Year of 2023, as long as those actions are reflected inthe Annual Report and recorded inthe Company's Financial Statement and not criminal offense or a breach of the prevailing laws and regulations. Approval on the Allocation of the Company's Net Profit for Fiscal Year Ended on 31 December 2023. Details : Pursuant to (i) Article 9 paragraph (4) point (c) of the Article of Association of the Company (ii) Article 70 and Article 71 of the Company Law. The Company proposes to the meeting to approve the utilization plan of the Company's profit forthe fiscal year ended on 31 December 2023. Appointment of Accounting Firm and/or Public Accountant to Perform Audit on the Company's Financial Statement for Fiscal Year ended on 31 December 2024 and Other Financial Statement Audit as Reguired by the Company. Details : Pursuant to Article 9 paragraph (4) point (d) of the Article of Association of the Company, Article 59 POJK 15/2020, 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, and (ii) 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 4. Determination of Remuneration for the Members of the Board of Directors and/or the Board of Commissioners for Year 2024. 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 2024 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 year 2024 for the member of the Board of Directors to be delegated to the Board of Commissioners. Reappointment and Changes to the Composition of the Board of Directors and the Board of Commissioners. Details : Pursuant to Article 14 Paragraph (3) and Article 17 Paragraph (3) of the Article of Association of the Company, members of the Board of Directors and/or Board of Commissioners are appointed and dismissed by the GMS. Accountability Report on the Realization of the Use of Proceeds of Capital Increase with Rights Issue III of PT XL Axiata Tbk Year 2022. Details : Pursuant to Article 6 paragraph (2) of OJK Regulation No. 30/POJK.04/2015 concerning Realization Report on the Use of Public Offering Proceeds. The Company is obliged to account for the realization of the use of proceeds from the Public Offering and this realization must be made as one of the agenda items in the annual GMS. This agenda does not reguire the approval of the Meeting. Notes: A. General Provisions » 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 3 April 2024 at 16:00 WIB (“Authorized Shareholders") or their authorized proxy The Authorized Shareholder can participate in the Meeting through the following mechanism: @) Electronic attendance at the Meeting through the eASY.KSEI application (https://akses.ksei.co.id/ ): b) Represented by another party by giving 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) working day before the date of the Meeting at 12.00 WIB (“Time Limit for Attendance Declaration”).
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p XL axiata 6) 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 h ://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 Eligible Shareholders or Authorized Persons below: (DH The Company's Shareholders who have not declared their electronic attendance until the Time Limit for Attendance Declaration, Ci) The Company's 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 (“BAE”) who have received powers of attorney from the Company's 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 Company's Shareholders that have cast their votes through the @ASY.KSEI application, It is mandatory to register through eASY.KSEI application on the date of the Meeting from 07.00 am WIB until 08.00 am 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 not being permitted to electronically attend the Meeting 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/). 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/). The GMS Video Streaming has a capacity of up to 500 participants, where the attendance of each participant will be determined on a first-come-first-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. 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. 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.
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p XL axtata C. 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 www.xlaxi, .id/id/ruang-inv r/rups, IDX website (https://idx.co.id/) and eASY.KSEI Para (https://akses.ksei.co.id/) from the date of this Invitation until the date the Meeting is held. 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. 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. Any guestion or additional information related to the Meeting can be submitted via the Company's email: CORPSEC@xil.co.id and/or BAE: dm@datindo.com. The Company does not provide any meals, souvenirs and any hard copy materials of the Meeting forthe shareholders and their attorneys at the Meeting venue. Jakarta, 4 April 2024 PT XL Axiata Tbk Board of Directors
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Indonesia Stock Exchange
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PT Kustodian Sentral Efek Indonesia
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PT Datindo Entrycom
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