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20231227_HMSP_Pemanggilan RUPS_31562605_lamp8.pdf
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UNOFFICIAL TRANSLATION
EXPLANATION ON THE AGENDA OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT HANJAYA MANDALA SAMPOERNA Tbk. ON JANUARY 18, 2024
In view of:
- Law No. 40 of 2007 dated August 16, 2007, regarding Limited Liabilities Companies (the
“Company Law”) as amended by Law Number 6 of 2023;
- OJK Regulation No. 15/POJK.04/2020 dated April 20, 2020, concerning the Planning and
Convening of a General Meeting of Shareholders of Public Companies (“OJK 15/2020”);
- OJK Regulation No. 33/POJK.04/2014 dated December 8, 2014, concerning the Board of
Directors and Board of Commissioners of Issuers and Public Companies (“OJK 33/2014”);
- The Articles of Association of the Company further amended as set out in the Deed of
Statement of Meeting Resolutions on the Amendments to the Articles of Association of
the Company No. 41 dated June 9, 2022, made before Aulia Taufani SH, Notary in
Jakarta.
In relation to the Extraordinary General Meeting of Shareholders ("EGMS") of PT Hanjaya
Mandala Sampoerna Tbk. (the "Company") which will be convened on Thursday, January 18,
2024, the Company hereby provides the explanation on the agenda of EGMS as follows:
Agenda 1
Approval for Changes in the composition of the Company’s Board of Directors
1.1. Background
Pursuant to (i) Article 94 paragraph 1 of the Company Law; (ii) Article 3 of OJK 33/2014;
and (iii) Article 15 paragraph 3 of the Company's Articles of Association, the members of
the Board of Directors are appointed by the GMS.
1.2. Explanation
The appointment of members of the Board of Directors is carried out in accordance with
the Company's Articles of Association and other related regulatory provisions.
In connection with the above, the Company will propose to the EGMS to decide and
approve the appointment of Andre Dahan as Director of the Company. Thus, the
composition of the Board of Directors of the Company shall become as follows:
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UNOFFICIAL TRANSLATION
Board of Directors
President Director : Vasileios Gkatzelis
Director : Sergio Colarusso
Director : Sharmen Karthigasu
Director : Johan Bink
Director : Gunnar Beckers
Director : Andre Dahan
Director : The Ivan Cahyadi
Director : Elvira Lianita
The term of office of the incumbent members of the Board of Directors will end at the
closing of the fifth Annual General Meeting of Shareholders as of the Annual General
Meeting of Shareholders on May 18, 2020, namely at the Annual General Meeting of
Shareholders in 2025.
The following is the Curriculum Vitae of Andre Dahan.
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ANDRE DAHAN
SUMMARY OF QUALIFICATIONS
Have more than 23 years of professional work experience in the tobacco industry.
Joined Philip Morris International (PMI) in 1999 and assume key marketing positions at PMI's
affiliates in Poland, Hungary, Czech Republic, Russia, Indonesia, and Switzerland.
PROFESSIONAL EXPERIENCE
PHILIP MORRIS INTERNATIONAL (PMI) 1999 - 2023
Vice-President Low Middle-Income Countries (LMIC) 2022 - now
Switzerland
Vice-President Marketing Reduced Risk Products (Global) 2017 - 2021
Switzerland
Marketing Director 2013 - 2017
PT Hanjaya Mandala Sampoerna Tbk., Indonesia
Vice-President Marketing 2011 – 2013
Russia
Marketing Director 2008 - 2010
Czech Republic and Slovakia
Marketing Director 2006 - 2008
Hungary
Marketing Manager 2004 - 2006
Poland
Marketing Executive GCC 1999 – 2004
Brand Manager Marlboro (global)
Innovation Manager
Switzerland
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SAATCHI & SAATCHI 1996 - 1999
Account Manager
Saudi Arabia
LEO BURNETT BEIRUT (ADVERTISING AGENCY) 1994 - 1996
Advertising Executive
Lebanon
EDUCATION
University of Paris I – Pantheon Sorbonne
Bachelor’s Degree in International Economics, 1992
Institut d'Etudes Politiques – IEP Paris
Diploma in Economic and Financial Section, 1994
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