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20230728_HMSP_Pemanggilan RUPS_31355360_lamp5.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 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 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. 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 : Francisca Rahardja
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.
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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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