JAKARTA, MARCH 25th, 2025 – PT XL Axiata Tbk (XL Axiata) convened its 2025 Annual General Meeting of Shareholders today, Tuesday (25/3). The meeting approved several agenda items, including changes to the composition and reappointment of the Board of Directors and the Board of Commissioners, as well as the distribution of dividends to shareholders amounting to IDR 1.12 trillion, representing 62% of the profit after tax and minority interests.
Presiden Direktur & CEO XL Axiata, Rajeev Sethi stated, "This year, the meeting approved the allocation of 62% of the profit after tax and minority interests for distribution as dividends to shareholders. This year’s dividend payout is the highest in the past four years. The Company's decision to distribute dividends reflects our appreciation for shareholders who have continuously supported the Company in its growth and development."
The second agenda item, dividend approval, approved allocation of the Company's net profit for the fiscal year ending December 31, 2024, with the following provisions:
The meeting also approved the allocation of a general reserve amounting to IDR 100,000,000 (one hundred million Rupiah) and IDR 698,919,000,000 (six hundred ninety-eight billion, nine hundred nineteen million Rupiah) (rounded) will be recorded in the retained earnings to support the Company's business development.
The fifth agenda item, changes in the composition of the Board of Directors, was approved by the meeting following the resignations of Dian Siswarini as President Director and Abhijit Navalekar, and Rico Usthavia Frans as Directors of the Company. The meeting accepted the resignations and gave full discharge and acquittal (acquit et de charge) to Dian Siswarini, Abhijit Navalekar, and Rico Usthavia Frans for their conduct since their appointment as Directors to the end of their terms, which began at the conclusion of this meeting.
The meeting also accepted I Gede Darmayusa's resignation as a member of the Board of Directors and granted full discharge and acquittal (acquit et de charge) for his actions from the time of his appointment until the end of his term, which is effective from the date of the merger's implementation, as long as these actions are reflected in the Company's financial reports and do not constitute criminal actions or violations of applicable laws and regulations.
The meeting also approved Rajeev Sethi appointment as President Director, succeeding Dian Siswarini, effective at the end of the meeting. Rajeev Sethi served as Managing Director and CEO at Robi Axiata Limited. He also served as CEO of Ooredoo Myanmar Limited (2019-2022), Chief Commercial Officer at Airtel (2017-2019), CEO of Grameenphone (2014-2016), and Chief Marketing Officer at Uninor Telenor Group (2013-2014).
The following is the new Board of Directors of XL Axiata, effective from the closing of this meeting:
In addition to the dividend distribution and changes in the Board of Directors, the meeting approved the Company's Annual Report, which included the Board of Commissioners' Supervisory Task Report, as well as the Financial Statements for the fiscal year ending December 31, 2024. The meeting also gave full discharge and acquittal (volledig acquit et de charge) to the members of the Board of Directors and Board of Commissioners for their administration and supervision during the fiscal year 2024.
On the third agenda item, the meeting appointed Rintis, Jumadi, Rianto, and Partners (PricewaterhouseCoopers) as the Company's external auditor, along with Public Accountant Mr. Lok Budianto, S.E., Ak., CPA, to audit the Company's Financial Statements for the fiscal year ending December 31, 2025, as well as any other financial reports required by the Company.
The fourth agenda item granted the Company's Board of Commissioners the authority to set the salaries, bonuses, and other allowances for the Board of Directors. The meeting also delegated authority to the Company's Nomination and Remuneration Committee to set the salaries, bonuses, and other allowances for Board of Commissioners members in accordance with the company's remuneration policy for the fiscal year ending December 31, 2025.
The Extraordinary General Meeting of Shareholders (EGSM) 2025
On the same day, XL Axiata also convened The Extraordinary General Meeting of Shareholders-EGMS (Meeting). The Meeting approved seven agenda items. For the first agenda item, the Meeting approved the business merger between the Company, PT Smartfren Telecom Tbk ("SF"), and PT Smart Telecom as outlined in the Merger Plan summary published on December 11, 2024 (as supplemented and/or amended in accordance with applicable laws and regulations)
For the second agenda item, the Meeting approved the amendments to the Company’s Articles of Association as a result of the business merger, including the change of the Company's name to "PT XLSmart Telecom Sejahtera Tbk". The meeting also granted authority and power, with the right of substitution, either in whole or in part, to the Company’s Board of Directors.
For the third agenda item, the Meeting approved the proposed business merger deed by the Company (as presented in the Meeting) and authorized the Company's Board of Directors to take all necessary actions related to this Meeting resolution, including but not limited to signing the merger deed and carrying out any other required and/or permissible matters in connection with the implementation of this resolution.
For the fourth agenda item, the Meeting approved the changes to the composition of the Board of Commissioners and Board of Directors of the Company as a result of the business merger. The Meeting also approved the end of term of the member of the previous Board of Commissioners and Board of Directors as of the merger effective date. The Meeting also approved the appointment of the new members of the Company's Board of Commissioners and Board of Directors which will take effect on the Merger Effective Date and remain valid until the close of the Annual General Meeting of Shareholders for the 2029 fiscal year.
With the resolution of the Extraordinary General Meeting of Shareholders (EGMS) as mentioned above, the composition of the Company’s Board of Commissioners and Board of Directors is as follows:
Board of Commisioners :
President Commisioners : M. Arsjad Rasyid P.M.
Commisioners : Vivek Sood
Commisioners : L. Krisnan Cahya
Commisioners : Nik Rizal Kamil
Commisioners : Sean Quek
Commisioners : David R. Dean
Independent Commissioner : Retno Lestari Priansari Marsudi
Independent Commissioner : Robert Pakpahan
Independent Commissioner : Willem Lucas Timmermans
Board of Directors:
President Directors : Rajeev Sethi
Director : Antony Susilo
Director : David Arcelus Oses
Director : Andrijanto Muljono
Director : Feiruz Ikhwan
Director : Shurish Subbramaniam
Director : Yessie D. Yosetya
Director : Merza Fachys
Director : Jeremiah Ratadhi
For the fifth agenda item, the Meeting approved the change in the Company’s controlling shareholders as a result of the business merger. Previously Axiata Group Berhad ("AGB") was the sole controlling shareholder. Following the merger, control will be jointly held by AGB , PT Wahana Inti Nusantara ("WIN"), PT Global Nusa Data ("GND") and PT Bali Media Telekomunikasi ("BMT"), as outlined in the Merger Plan.
This change in control will take effect from the Merger Effective Date. On this date, AGB, WIN, GND, and BMT, as joint-controllers, will have the authority to appoint or replace all members of the Company's board of directors and board of commissioners.
For the sixth agenda item, the Meeting granted approval of the Company's share buyback from Shareholders dissenting with the merger up to the Company’s buyback limit. Meanwhile, for the seventh agenda item, the meeting also approved the buyback of PT Smartfren Telecom Tbk shares by the Company from shareholders dissenting against the merger according to the provisions as stated on the merger plan.
In accordance with the provisions of Law No. 40 of 2007 on Limited Liability Companies (the Company Law), shareholders who oppose the resolution on the business merger adopted at the Company’s Extraordinary General Meeting of Shareholders (EGMS) have the right to request the purchase of their shares at a fair value.
Further detail about the AGMS and EGMS agenda: https://www.xlaxiata.co.id/en/investor-room/agm