Notes

XL Receives Full Support from its Shareholders for M&A with AXIS
Axis Capital Group Jakarta XL Axiata PT Telekom

JAKARTA, February 5, 2014 – The shareholders of PT XL Axiata Tbk (XL) today approved the company’s decision to acquire and merge with PT Axis Telekom Indonesia (AXIS). The said decision was concluded in the Extraordinary General Meeting of Shareholders (EGMS/RUPSLB) held by XL in Jakarta, Wednesday (5/2).

On the same day, XL also announced that the Company has obtained approvals from capital market regulators, Indonesia Stock Exchange and Financial Service Authority (OJK). XL extends its gratitude and appreciation for the approvals and supports given from the regulators. This is such a positive development that will secure XL’s way towards merger with AXIS.

With the approvals obtained today, XL is now one step closer to lead consolidation in telecommunication industry in Indonesia, which is believed would bring more benefits to customers, industry and other stakeholders. XL-Axis acquisition and merger plan has also been approved by the Ministry of Communication and Information Technology (Menkominfo) and Indonesia Investment Coordinating Board (BKPM).

XL President Director Hasnul Suhaimi said, “This shareholders’ resolution has a very strategic significance for XL future business growth and expansion. The acquisition and merger with Axis will enable XL to give better services and reach more customers across Indonesia. This consolidation is also very important in solidifying the telecommunication industry, as an industry that holds a very strategic role in driving the nation’s economy, said Hasnul after the EGMS.

Based on the conditional Sales Purchase agreement between XL and STC upon obtaining approval from the shareholders and all relevant regulators, XL will settle the US$ 865 million deal to Axis’ creditors. To fund this transaction, XL will utilize loan combination from Axiata as XL’s shareholders amounting to US$ 500 million (around 58%) and loan from financial institutions constituting US$ 365 million (42%).

Hasnul added, based on the company’s thorough business and technical analysis, the XL-Axis acquisition and merger would bring long-term benefits to XL and its shareholders, as well as customers and other stakeholders in Indonesia. This M&A will provide solution to the limited-resources issue faced by the company.

“The M&A with Axis is a rational decision taken by XL in meeting our customers’ growing demand and expectation towards better telecommunication services. We hope this strategic initiative could serve as a benchmark for consolidation to create healthier and more sustainable industry,” he added.