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20230823_HMSP_Ringkasan Risalah//Risalah RUPS_31383394_lamp1.pdf
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PT HANJAYA MANDALA SAMPOERNA Tbk.
Jl. Rungkut Industri Raya No. 18, Surabaya, Telp. (031) 8431699, Faks. (031) 8430986
ANNOUNCEMENT OF THE SUMMARY OF
MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT HANJAYA MANDALA SAMPOERNA Tbk.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Hanjaya Mandala Sampoerna Tbk. (the “Company”) hereby announces to the Company's Shareholders that the Company has
convened the Extraordinary General Meeting of Shareholders (the "Meeting"), on the following:
Day/Date : Monday, August 21, 2023
Time : 09.00 – 09.12 Western Indonesia Time
Venue : One Pacific Place, 18th Floor,
Sudirman Central Business District (SCBD),
Jl. Jenderal Sudirman Kav.52-53, Lot 3 & 5,
Jakarta - 12190
In the presence of :
Board of Commissioners Board of Directors
President Commissioner : John Gledhill (*) President Director : Vasileios Gkatzelis
Vice President Commissioner : Paul Norman Janelle (*) Director : Sharmen Karthigasu
Independent Commissioner : Justin Guy Mayall (*) Director : The Ivan Cahyadi
Independent Commissioner : Luthfi Mardiansyah Director : Francisca Rahardja
Director : Elvira Lianita
Director : Dina Lombardi
Director : Sergio Colarusso
Audit Committee Nomination and Remuneration Committee
Chairman : Luthfi Mardiansyah Chairman : Luthfi Mardiansyah
Member : Paul Norman Janelle (*) Member : Niken Kristiawan Rachmad
: Eulis Eliyani (*) : Cicilia Tri Sulistyawati
Risk Management Monitoring Committee
Chairman : Justin Guy Mayall (*)
Member : Paul Norman Janelle (*)
: Rudianto Wiharso
Internal Audit
Rudianto Wiharso
*) participate via video conference
Quorum Requirement:
This Meeting was attended by the Shareholders of the Company and/or represented by the representatives of the Shareholders amounting to
109,195,987,615 shares, such amount representing 93.877% of shares paid-up and issued by the Company.
In accordance with the Company's Articles of Association and based on the Circular Resolution in lieu of a Meeting of the Board of Commissioners
dated August 9, 2023, the Meeting shall be chaired by one of the members of the Board of Commissioners of the Company, Mr. Luthfi Mardiansyah.
I. MEETING AGENDA
1. Approval on Changes in the composition of the Company’s management
II. FULFILLMENT OF LEGAL PROCEDURES FOR MEETING IMPLEMENTATION
1. Notification of the Plan to Hold the Meeting on July 4, 2023;
2. Change of Notice of the Plan to Hold the Meeting on July 13, 2023;
3. Announcement of the Meeting on July 13, 2023;
4. Invitation of the Meeting on July 28, 2023; and
5. Rectification of the Invitation to the Meeting on August 1, 2023.
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All announcements and invitation are submitted through the Company's official website, Indonesia Stock Exchange website and KSEI website
in Indonesian and English.
III. MEETING DECISIONS
AGENDA OF THE MEETING
Number of Shareholders There are no Shareholders and/or Representatives of the Shareholders who raised a question
who raised questions
Result of the Voting Approve Abstain Disapproving
109,151,001,815 shares 4,508,800 shares 40,477,000 shares
or 99.9588% of those present or 0.00413% of those present of 0.03707% of those present
Decision:
1. Approve the appointment of Gunnar Beckers as Director of the Company who will replace Francisca Rahardja, effective from
September 1, 2023, with a term of office until the close of the Annual General Meeting of Shareholders in 2025. Additionally, to
approve the release and discharge (acquit et de charge) to Francisca Rahardja from any and all liabilities and responsibilities in
respect of her managerial activities performed in the interest of the Company for the period from January 1, 2023, up to and
including August 31, 2023, to the extend that such activities are reflected in the audited Financial Statements of the Company
ended on 31 December 2023.
2. Approve the appointment of Johan Bink as Director of the Company who will replace Dina Lombardi, effective from September 1,
2023, with a term of office until the close of the Annual General Meeting of Shareholders in 2025. Additionally, to approve the
release and discharge (acquit et de charge) to Dina Lombardi from any and all liabilities and responsibilities in respect of her
managerial activities performed in the interest of the Company for the period from January 1, 2023, up to and including August 31,
2023, to the extend that such activities are reflected in the audited Financial Statements of the Company ended on 31 December
2023.
Thus, as of 1 September 2023, the composition of the Board of Directors of the Company shall be as follows:
Board of Directors:
President Director : Vasileios Gkatzelis
Director : Sergio Colarusso
Director : The Ivan Cahyadi
Director : Elvira Lianita
Director : Sharmen Karthigasu
Director : Gunnar Beckers
Director : Johan Bink
3. Approve the granting of authorization to the Board of Directors and/or Corporate Secretary of the Company with substitution right
to restate these resolutions in a notarial deed form and to perform any and all acts required by the authorities and in general, to
perform any and all acts deemed necessary or appropriate in relation to the appointment of members of the Board of Directors,
including to make amendments and/or supplements required for the change of composition of the Board of Directors of the
Company in such format or manner as deem acceptable by the authorities.
Jakarta, August 23, 2023
PT Hanjaya Mandala Sampoerna Tbk.
The Board of Directors
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