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20230801_HMSP_Laporan Informasi dan Fakta Material_31356880_lamp8.pdf
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UNOFFICIAL TRANSLATION
REVISION TO THE EXPLANATION ON THE AGENDA OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT HANJAYA MANDALA SAMPOERNA Tbk. ON AUGUST 21, 2023
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 Monday, August 21,
2023, the Company hereby provides the revision to 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 Johan Bink as Director of the Company who will replace
Dina Lombardi and Gunnar Beckers as Director of the Company who will replace
Francisca Rahardja. 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 : The Ivan Cahyadi
Director : Elvira Lianita
As 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 Johan Bink and Gunnar Beckers.
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JOHAN BINK
SUMMARY OF QUALIFICATIONS
With over 33 years of experience in supply chain management and production planning, Johan Bink
presently serves as the Manufacturing Director for Papastratos S.A., an affiliate of Philip Morris
International (PMI) located in Athens, Greece. Johan embarked his professional journey at PMI in 1990,
undertaking diverse responsibilities in operations and engineering. Between 1994 and 2002, he worked
for Mars, an American company specializing in food products and pet foods. In 2002, he returned to PMI
and assumed the position of Manager of Maintenance & Engineering for Philip Morris Holland B.V. in
Bergen op Zoom, Netherlands. Prior to his current role in Greece, he also successfully demonstrated his
leadership skills when he was assigned to Lithuania and Russia.
PROFESSIONAL EXPERIENCE
PHILIP MORRIS INTERNATIONAL ATHENS, GREECE 2019 - present
- PAPASTRATOS
DIRECTOR MANUFACTURING
• Create Operational Strategies to guarantee required volumes being manufactured with required
quality, guarantee flexibility in order to deliver productivity.
• Ensure all assets (factory, building, information technology, employee knowledge) are properly
maintained and replaced as required.
• Ensure that purchasing and logistics activities are properly coordinated and that procurements are
made in the most economic quantities, in line with the established policies and procedures.
• Direct the Quality Assurance activities to ensure that the product quality is consistent and in line with
the established specifications.
• Control and direct implementation of the EHS programs to ensure compliance with the company’s
Environmental, Health, Safety and Security policies. Direct the implementation of local regulations
to ensure compliance with the national legislation.
• Ensure factory expansion, budget 500 mio USD, is delivered on time and in budget.
• Factory volume RRP: 25 bio sticks/year, headcount: 850 FTE.
PHILIP MORRIS INTERNATIONAL KLAIPEDA, LITHUANIA 2015 - 2019
- PM LIETUVA
DIRECTOR MANUFACTURING
• Create Operational Strategies to guarantee required volumes being manufactured with required
quality, guarantee flexibility in order to deliver productivity.
• Ensure all assets (factory, building, information technology, employee knowledge) are properly
maintained and replaced as required.
• Ensure that purchasing and logistics activities are properly coordinated and that procurements are
made in the most economic quantities, in line with the established policies and procedures.
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• Direct the Quality Assurance activities to ensure that the product quality is consistent and in line with
the established specifications.
• Control and direct implementation of the EHS programs to ensure compliance with the company’s
Environmental, Health, Safety and Security policies. Direct the implementation of local regulations
to ensure compliance with the national legislation.
• Ensure the factory masterplan, total factory upgrade of 80 mio USD, is delivered on time and in
budget.
• Factory volume conventional cigarettes: 35 bio sticks/year, headcount: 550 FTE.
PHILIP MORRIS INTERNATIONAL ST. PETERSBURG, RUSSIA 2014 - 2015
– PM RUSSIA
DIRECTOR MANUFACTURING
• Create Operational Strategies to guarantee required volumes being manufactured with required
quality, guarantee flexibility in order to deliver productivity.
• Ensure all assets (factory, building, information technology, employee knowledge) are properly
maintained and replaced as required.
• Ensure that purchasing and logistics activities are properly coordinated and that procurements are
made in the most economic quantities, in line with the established policies and procedures.
• Direct the Quality Assurance activities to ensure that the product quality is consistent and in line with
the established specifications.
• Control and direct implementation of the EHS programs to ensure compliance with the company’s
Environmental, Health, Safety and Security policies. Direct the implementation of local regulations
to ensure compliance with the national legislation.
• Factory volume conventional cigarettes: 60 bio sticks/year, headcount: 650 FTE.
PHILIP MORRIS INTERNATIONAL LAUSANNE, SWITZERLAND 2008 - 2014
SUPPLY CHAIN 2010 - 2014
DIRECTOR TECHNICAL PROCUREMENT
• Ensure all capital equipment is procured on time and within budget for global manufacturing, total
yearly budget 900 mio USD.
• Ensure high level of Supplier Relationship Management with the core suppliers.
• Find new equipment suppliers for the RRP expansion globally.
• Develop strategies to reduce lead times, reduce CAPEX spending and deliver productivities.
NEXT GENERATION PRODUCTS 2009 - 2010
MANAGER OPERATIONS RRP PMI
OPERATIONS TECHNICAL SERVICES 2008 - 2009
MANAGER PRODUCT TRACKING & SECURITY PMI
PHILIP MORRIS INTERNATIONAL NEUCHATEL, 2004 - 2008
SWITZERLAND
OPERATIONS – TECHNICAL SERVICES 2007 - 2008
MANAGER OPERATIONS PROJECT PMI
ENGINEERING 2004 - 2007
MANAGER MANUFACTURING AND QUALITY SUPPORT PMI
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PHILIP MORRIS HOLLAND B.V. BERGEN OP ZOOM, 2002 - 2004
NETHERLANDS
MANAGER MAINTENANCE & ENGINEERING
MARS B.V. VEGHEL, NORTH BRABANT 1994 - 2002
INDUSTRIAL ENGINEERING MANAGER 1999 - 2002
MAINTENANCE MANAGER 1997 - 1999
PRODUCTION MANAGER CHOCOLATE, PEANUT, RAWS 1994 - 1997
PHILIP MORRIS HOLLAND B.V. BERGEN OP ZOOM, 1990 – 1994
NETHERLANDS
SUPERVISOR ETNA-PLANT 1993 - 1994
SUPERVISOR QUALITY ASSURANCE PRIMARY 1990 - 1993
EDUCATION
HOGESCHOOL WEST-BRABANT BREDA, NETHERLANDS 1985-1990
(currently known as Avans University of Applied Sciences)
Higher Technical School, Chemical Engineering
Process technology and Process control
HOGESCHOOL WEST-BRABANT BREDA, NETHERLANDS 1992-1993
(currently known as Avans University of Applied Sciences)
Business Administration for Engineers
NEWMAN COLLEGE PERTH 1980-1985
LANGUAGE
Dutch – mother tongue
English – fluent
German – proficient
French – proficient
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GUNNAR BECKERS
SUMMARY OF QUALIFICATIONS
Gunnar Beckers, a seasoned marketing professional, brings over two decades of experience in cultivating
thriving brands and formulating impactful marketing strategies across Europe, Latin America, and Asia.
He has successfully contributed to renowned global brands like Marlboro and L&M. Presently, Gunnar
holds the position of Global Head Consumer Experience CC at Philip Morris International (PMI) in
Lausanne, Switzerland. Gunnar became a part of PMI in 2005, assuming the role of Brand Executive for
Marlboro in Germany.
He possesses a wealth of knowledge in crafting global brands by leveraging profound consumer insights,
implementing best practices in marketing, devising strategic positioning, leading cross-functional teams,
and utilizing data to design comprehensive omni-channel implementation strategies that resonate
throughout the consumer journey.
PROFESSIONAL EXPERIENCE
PHILIP MORRIS INTERNATIONAL LAUSANNE, SWITZERLAND 2019 - present
GLOBAL HEAD CONSUMER EXPERIENCE CC
• Develop global campaign toolbox delivering consistent brand engagement based on consolidated
consumer needs and pain points.
• Collaborate with stakeholders in the Philip Morris headquarter, agencies and across markets
designing omni-channel engagement plans for consumers and trade partners.
• Manage developments in a fully project-based organization applying agile methodology partnering
with markets in cross functional teams.
PHILIP MORRIS INDONESIA JAKARTA, INDONESIA 2016 – 2019
PT HM SAMPOERNA TBK. 2017 – 2019
PT PHILIP MORRIS INDONESIA 2016 - 2017
DIRECTOR INTERNATIONAL BRANDS
• Manage brand development and portfolio transformation addressing consumer preferences and
market opportunities to ensure long term growth potential while growing volume by 12% in a
declining market.
• Leading the team in development of omni-channel deployment strategies and executions engaging
internally, external stakeholders and consumers.
• Leading transformation process of the organization, implementing new processes and organizational
set up, to increase flexibility and speed.
• Redesigned digital strategy driving consumer relevance through personalized content across
touchpoints while connecting online and offline activations.
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• Reallocated budget into more efficient and relevant channels matching micro moments along the
consumer journey.
PHILIP MORRIS BRAZIL CURITIBA, BRAZIL 2013 - 2016
MANAGER MARKETING, MARLBORO
• Created long term strategy, innovation pipeline and new budget management system.
• Implemented comprehensive marketing plans engaging all stakeholders and grew market share by
1.8%, stabilizing volume in a declining market.
• Reorganized brand team structure, setting clear accountabilities and actively guided implementation
of new organizational set up of marketing team.
• Revamped and streamlined Marlboro portfolio within 18 months, reducing number of SKUs by 30%,
while maintaining volume growth.
• Lead multi-functional teams for portfolio initiatives within Marlboro brand architecture.
PMI GLOBAL SERVICES NEW YORK, NY 2010 – 2013
REGIONAL HEADQUARTER OF PMI FOR LATIN AMERICA & CANADA
(MARKETING MANAGER, L&M/ CHESTERFIELD AND CONSUMER ENGAGEMENT)
• Consolidated regional portfolio and grew footprint of international brands from 7 to 12 markets,
resulting in a volume increase of 10% in 3 years in declining industries.
• Developed and implemented strategy workshops within the region for multiple markets, aligning
regional strategy with international developments.
• Actively guided portfolio strategy and deployment plans for all markets in the region.
• Created new organizational structure for deployment area within the affiliates and formed teams from
org-design to implementation.
• Received award for developing and implementing regional tool for idea generation, engaging over
10,000 employees in the region.
PHILIP MORRIS GMBH MUNICH, GERMANY 2005 – 2010
BRAND MANAGER, L&M 2009 - 2010
• Manage marketing in Germany of L&M, the 3rd largest brand in the cigarette market, growing
volume by 13% in 18 months.
• Designed and implemented insight driven marketing solutions, including a new campaign, packaging
improvements, PR, promotions, and events.
• Developed L&M marketing team and managed collaboration with internal and external partners.
• Created innovation pipeline including an unseen packaging concept involving local artists from
different categories.
BRAND SUPERVISOR 2006 - 2008
EAST GERMAN AND INTERNATIONAL PORTFOLIOS
• Developed brand strategies for f6 (local brand), Chesterfield and other tobacco products comprising
brand portfolios with an aggregate turnover of approximately €1 billion.
• Created and implemented marketing programs for local Eastern German market leader leveraging
brand identity and consumer insights.
• Established pricing scenarios and raised profitability of existing variants, and identified consumer
needs to develop and manage new variants, from packaging design, through launch and in market.
BRAND EXECUTIVE, MARLBORO 2005 - 2006
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• Created below-the-line strategy and developed and implemented promotion concepts compromised
of new campaigns, promotions, CRM programs.
• Handled all aspects of Marlboro racing sponsorship for the German market.
• Plan and administer individual brand marketing budgets of up to € 17 million.
E.&J. GALLO WINERY GMBH SCHWALBACH, GERMANY 2003 - 2004
PROJECT MANAGER
• Designed and implemented sales promotions including tastings, on-packs and price-offs in
collaboration with sales team to drive volume growth.
• Put in place test market for first time ever consumer events for E.&J. Gallo in Germany.
• Procured all of company’s promotional material for Central and Eastern Europe sales region.
EDUCATION
UNIVERSITY OF FRANKFURT FRANKFURT, GERMANY 2002 - 2004
Diplom Kaufmann (i.e., German advanced degree comparable to a Master’s degree in Business
Administration)
Grade Magna Cum Laude
UNIVERSITY OF LUNEBURG LUNEBURG, GERMANY 2000 - 2002
Bachelor’s degree in Business Administration
Grade Magna Cum Laude
BETRIEBSWIRT HAMBURGER HAMBURG, GERMANY 1997-2000
MODELL, MARKETING
(3-year apprenticeship combining training and education in business administration)
• Reemtsma Cigarettenfabriken GmbH
• Hamburg School of Business Administration
CERTIFICATION
• Acquired Certificate of ‘Digital Marketing Strategies: Data, Automation, AI & Analytics program’
with Kellogg Executive Education
• Acquired Certificate of ‘Digital Marketing: Costumer Engagement, Social Media, Planning and
Analytics’ with Colombia Business School
LANGUAGE
German – fluent
English – fluent
Portuguese – basic
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