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20250505_HMSP_Pemanggilan RUPS_31882511_lamp4.pdf
RUPS notice Text extracted HMSPSource file signed link, expires in 15 minutes
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PT HANJAYA MANDALA SAMPOERNA Tbk.
Jl. Rungkut Industri Raya No. 18, Surabaya,
Telp. (031) 8431699, Faks. (031) 8430986
INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Hanjaya Mandala Sampoerna Tbk., domiciled in Surabaya (the "Company"), hereby invites the Company's
Shareholders to attend the Annual General Meeting of Shareholders (the"Meeting"), which will be convened as follows:
Day/Date : Tuesday, May 27, 2025
Time : 09:00 am Western Indonesian Time until finished
Venue : The Langham Jakarta
The Langham Ballroom East, 3rd Floor
District 8
Sudirman Central Business District (SCBD) Lot 28
Jakarta - 12190
With the following Agenda:
1. Approval of the Annual Report and ratification of the Consolidated Financial Statements of the Company for the fiscal year ended
on December 31, 2024.
Pursuant to (i) Article 69 and Article 78 of Law No. 40 of 2007 (the “Company Law”); and (ii) Article 9 paragraph 3 point (a) and (b),
and Article 21 paragraph 3 and paragraph 5 of the Company's Articles of Association, the Company’s annual report and consolidated
financial statements, respectively, must be approved and ratified by the Company's General Meeting of Shareholders ("GMS").
2. Approval for the use of the Company's retained earnings for the fiscal year ended on December 31, 2024.
Pursuant to (i) Article 70 and Article 71 paragraph 1 of the Company Law; and (ii) Article 9 paragraph 3 point (c) and Article 22
paragraph 1 of the Company’s Articles of Association, the use of the Company's net profit shall be decided by the GMS.
3. Approval of the appointment of Public Accounting Office to audit the Company's Consolidated Financial Statements for the fiscal
year ended on December 31, 2025.
Pursuant to Article 68 paragraph 1 point (c) of the Company Law, the financial statements of a public company must be submitted
to the public accountant to be audited. Furthermore, based on the Financial Services Authority Regulation No.15/POJK.04/2020
concerning the Planning and Convening of General Meeting of Shareholders of Public Companies, the appointment and dismissal of
public accountant who will provide audit services for annual historical financial information must be decided by the GMS taking into
account the recommendation of the Board of Commissioners.
4. Approval of the Amendment to the Articles of Association of the Company.
Pursuant to Article 19 paragraph 1 of the Company Law and Article 12 paragraph 1 of the Company’s Articles of Association,
amendments to the Articles of Association shall be stipulated by the GMS.
5. Approval of the changes in the composition of the management of the Company.
Pursuant to (i) Article 94 paragraph 1 and Article 111 paragraph 1 of the Company Law, (ii) Article 3 and Article 23 of the Financial
Services Authority Regulation No. 33/POJK.04/2014 of the Board of Directors and Board of Commissioners of Issuer and Public
Companies; and (iii) Article 15 paragraph 3 and Article 18 paragraph 3 of the Company’s Articles of Association, the members of the
Board of Directors and members of the Board of Commissioners are appointed by GMS.
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General Provisions:
1. This Notice serves as an official invitation for the Shareholders of the Company to attend the Meeting. The Company will not send
out individual invitations to the Company’s Shareholders. Details of the Meeting agenda can be downloaded through the
Company's website (https://www.sampoerna.com/en/investor-relations-gcg/disclosure).
2. The Shareholders of the Company who are entitled to attend or be represented at the Meeting are those whose names are
registered in the Company's Shareholder Register on Friday, May 2, 2025, at 16:00 Western Indonesian Time and for the scriptless
Shareholders are those whose shares are in the collective custody of the Indonesian Central Securities Depository ("KSEI") and as
recorded in the securities account at the closing of stock trading on Friday, May 2, 2025.
3. The Shareholders of the Company whose shares have not been registered in KSEI Collective Custody or their lawful proxy who will
attend the Meeting, are required to show the original Collective Share Certificate or submit its copy, and submit a photocopy of
National Identity Card ("KTP") or other evidence of identity to the Registration Officer before entering the Meeting room.
Shareholders whose shares have been registered in KSEI Collective Custody or their lawful proxy who will attend the Meeting, are
required to submit the original Written Confirmation for the Meeting ("KTUR") and a photocopy of their KTP or other evidence of
identity.
4. The participation of the Shareholders in the Meeting, may be conducted with the mechanism as follows:
a. Attend to the Meeting physically; or
b. Attend to the Meting electronically via eASY.KSEI application.
The Company encourages Shareholders to register and participate in the Meeting with electronic presence through eASY.KSEI in
the https://akses.ksei.co.id/ link provided by KSEI.
To use the eASY.KSEI, Shareholders can access the eASY.KSEI menu on the AKSes facility via the https://access.ksei.co.id/, taking
into account the following provisions:
i) The deadline for declaring electronic attendance, appointing representatives through electronic proxy (e-proxy), or submitting
electronic votes through the eASY.KSEI is set at 12:00 pm Western Indonesian Time (WIB) 1 (one) business day before the
Meeting’s date.
ii) Shareholders who wish to attend or authorize a representative to attend the Meeting electronically through the eASY.KSEI
must consider the following points:
• Registration process;
• Process of submitting questions and/or opinions electronically;
• Voting mechanism; and
• Live broadcast of the Meeting.
5. The Company advices Shareholders to authorize their presence by way of granting power of attorney including voting and
submitting questions with the following provisions:
a. The Company provide the Power of Attorney form which can be downloaded through the Company’s website
(https://www.sampoerna.com/en/investor-relations-gcg/disclosure) or through e-Proxy which can be electronically
accessed in eASY.KSEI through www.ksei.co.id. The proxy whose names are available at eASY.KSEI is an Independent
Representative appointed by the Company which is the Company’s Share Registrar, PT Raya Saham Registra (“RSR”), or
shareholders’ Custodian Bank.
b. Members of the Board of Directors and the Board of Commissioners and the employees of the Company may act as proxies
at the Meeting, however votes cast by them will not be calculated.
c. Representatives of the Company’s Shareholder in the form of legal entities must submit:
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i) Photocopies of their latest Articles of Association; and
ii) Deed on the appointment of their incumbent board of directors,
to the Company via email to rsrbae@registra.co.id no later than May 22, 2025, at 16:00 Western Indonesia Time.
6. Materials to be discussed at the Meeting are available on the Company's website
(https://www.sampoerna.com/sampoerna/en/investor-relations/press-releases-and-events) since May 5, 2025, until the date of
the Meeting.
7. The Company advices Shareholders to attend the Meeting by way of granting proxy to Independent Representative appointed by
the Company which is RSR, the Company’s Share Registrar. However, without intending to prevent Shareholders or their proxies
from attending the Meeting, the Company has established the following procedures:
a. In order for the Meeting to run in an orderly, efficient and timely manner, Shareholders or Shareholders' proxies are requested
to attend at the latest at 7:30 am Western Indonesian Time. The registration process will be closed at 8.30 am Western
Indonesian Time.
b. Shareholders or their proxies who come to the Meeting venue are required to follow the health and safety protocols set by
the building management. If they do not comply with these protocols, they will not be permitted to enter the Meeting location.
8. The Company does not provide souvenirs at the Meeting.
Jakarta, May 5, 2025
PT Hanjaya Mandala Sampoerna Tbk.
The Board of Director of the Company
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