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20250505_HMSP_Pemanggilan RUPS_31882511_lamp6.pdf
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EXPLANATION ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS OF PT HANJAYA MANDALA SAMPOERNA TBK. ON MAY 27, 2025
In relation to the Annual General Meeting of Shareholders ("AGMS") of PT Hanjaya
Mandala Sampoerna Tbk. (the "Company") which will be convened on Tuesday, May 27,
2025, and in view of the following provisions:
- Law No. 40 of 2007 dated August 16,2007, regarding Limited Liability Company (the
“Company Law”);
- OJK Regulation No.15/POJK.04/2020 dated April 20, 2020, regarding the Planning and
Convening of General Meeting of Shareholders of Public Companies (“OJK 15/2020”);
- OJK Regulation No.33/POJK.04/2014 dated December 8, 2014, regarding the Board of
Directors and Board of Commissioners of Issuers and Public Companies (“OJK 33/2014”);
- The Articles of Association of the Company as set out on 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,
The Company hereby provides an explanation for each of the agenda of AGMS as follows:
Agenda 1
Approval of the Annual Report and ratification of the Company’s consolidated financial
statements for the fiscal year ended on December 31, 2024
1.1. Background
In compliance with (i) Article 69 and Article 78 of 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").
1.2. Explanation
The Company has prepared the Annual Report for the fiscal year ended on
December 31, 2024, containing the Company's Consolidated Financial
Statements for the financial year ended on December 31, 2024, audited by the
Public Accountant’s Office Rintis, Jumadi, Rianto & Rekan (a member of the
PricewaterhouseCoopers network of firms).
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Furthermore, the Company submitted its audited Consolidated Financial
Statements to the Financial Services Authority ("OJK") and PT Bursa Efek
Indonesia ("IDX") on March 25, 2025.
With regard to this agenda, the Company will seek approval of the 2024 Annual
Report and ratification of the Consolidated Financial Statements for the fiscal
year ended on December 31, 2024, to the GMS.
1.3. Supporting Material
The Company’s 2024 Annual Report is available at the Company’s Head Office
as well as Corporate Representative Office in Jakarta or can be downloaded on
the Company’s website www.sampoerna.com since April 29, 2025.
Agenda 2
Approval for the use of the Company's retained earnings for the financial year ended
on December 31, 2024
2.1. Background
In compliance with (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 net profit obtained by the Company in a financial year as stated in
the balance sheet and profit and loss statement ratified by the GMS is to be used in
accordance with the GMS resolution. The GMS may authorize the Board of Directors
to determine the use of the retained earnings, including the determination of
allocation for mandatory reserve, dividend payment and other uses, subject to the
prevailing regulations.
2.2. Explanation
With regard to this agenda, the Company will propose to the GMS to approve the
appropriation of the Company’s retained earnings for the financial year ended on
December 31, 2024, to be distributed as cash dividend to the Company’s
shareholders.
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2.3. Supporting Material
The disclosure of the Company’s profit can be accessed on the Company’s website
www.sampoerna.com in the Company’s 2024 Annual Report and Consolidated
Financial Statements for the fiscal year ended on December 31, 2024.
Agenda 3
Approval of the appointment of a Public Accounting Office to audit the Company's
consolidated financial statements for the fiscal year ended on December 31, 2025
3.1. Background
Pursuant to Article 68 paragraph 1 point (c) of the Company Law and OJK 15/2020,
the financial statements of the public company must be submitted to a public
accountant to be audited and further, the appointment and termination of the public
accountant who will provide the audit service for the annual historical financial
information must be resolved in the public company’s general meeting of
shareholders taking into account the Board of Commissioners’ recommendation.
3.2. Explanation
For the appointment of Public Accountant Firm who will audit the Company's
books and records for the 2025 fiscal year, after considering the recommendation
from the Board of Commissioners, the Company's Board of Directors proposes to
the GMS to appoint and designate the Public Accounting Firm Rintis, Jumadi,
Rianto & Rekan (a member of the PricewaterhouseCoopers network of firms) to
audit the Company's books and records for the fiscal year ending on December 31,
2025.
3.3. Supporting Material
The following is the profile of the Public Accountant and Public Accounting Firm
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PwC provides industry–focused assurance, tax, advisory, consulting and legal
services to build public trust and enhance value for its clients and their
stakeholders. The global network of PwC consists of more than 370,000 people in
149 countries who share their thinking, experience, and solutions to develop fresh
perspectives and practical advice.
KAP Rintis, Jumadi, Rianto & Rekan is a member of the PricewaterhouseCoopers
network of firms in Indonesia. PwC Indonesia (“PwC”) have operated in Indonesia
since 1971. PwC has more than 3,600 employees, including over 80 partners and
technical advisors who have experience in providing audit service and
independent consultation to multinationals, public sector entities and local
companies in Indonesia.
PwC services are rendered through separate legal entities focusing on different
aspects of the service offerings provided by PwC, each of which draw on the
collective resources and experience of PwC firms, both here and worldwide.
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JUMADI
SUMMARY OF QUALIFICATIONS
Jumadi is an assurance partner with PwC Indonesia. He is currently the Territory Assurance Leader
of PwC Indonesia, overseeing the overall assurance practice of the firm. He has over 29 years of
experience providing assurance services and advising clients on complex accounting issues,
impacts of new accounting pronouncements, and financial reporting aspects in financial
projections, financing, structuring, merger, and acquisition. He has served clients in various
industries, including cigarettes, telecommunications, electronics, automotive, toll roads,
industrial manufacturing, hospitals, pharmaceuticals, financial services, and power plants. He also
has served as the engagement partners for audits of large multinational and state-owned
companies.
Jumadi was a member of the Indonesian Financial Accounting Standards Board (the “Board”) for
about eight years from 2005 until 2012, and in such capacity had been extensively involved in the
determination of the roadmap for the convergence of Indonesian financial accounting standards
to IFRS, as well as the setting of the standards. Currently, he is a member of the National Council
of the Indonesian Institute of Chartered Accountants (IAI), which is a recognized professional
accountancy profession in Indonesia that houses more than 33,000 Indonesian accountants from
different backgrounds. IAI sets the Financial Accounting Standards in Indonesia through the Board.
Major client experiences
Financial audit engagements on public listed company:
- PT Bentoel International Investama Tbk
- PT Unilever Indonesia Tbk
- PT Astra International Tbk
- PT Telekomunikasi Indonesia Tbk
- PT Indosat Tbk
- PT Aneka Tambang Tbk
- PT Semen Indonesia Tbk
- PT Astra Otoparts Tbk
- PT Goodyear Indonesia Tbk
- PT Mega Manunggal Property Tbk
- PT Waskita Karya Tbk
- PT Jasa Marga Tbk
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PROFESSIONAL EXPERIENCES
• 2007 – Present: Partner – PricewaterhouseCoopers, Indonesia
• 1995 – 2007: KAP Siddharta, Siddharta & Widjaja (KPMG Indonesia)
EDUCATION, PROFESSIONAL QUALIFICATIONS AND PROFESSIONAL AFFILIATIONS
• Bachelor of Accounting, Gadjah Mada University
• Certified Public Accountant (CPA) - Indonesia
• Accountant Designation (CA) – Indonesia
• Ikatan Akuntan Indonesia
• Institut Akuntan Publik Indonesia
Agenda 4
Approval of the Amendment to the Articles of Association of the Company
4.1 Background
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.
4.2 Explanation
The amendments to the Company’s Articles of Association are made to expand the
Company’s business activities and to refine other provisions in the Articles of
Association. Below are the proposed amendments to these provisions, presented in a
comparative format between the current provisions and the proposed changes:
Current Provisions Proposed Amendments
Purpose and Objectives and Business Purpose and Objectives and Business
Activities Activities
Article 3 Article 3
Paragraph 2 Paragraph 2
To achieve the above objectives, the To achieve the above objectives, the
Company may carry out the following Company may carry out the following
business activities: business activities:
i. Main business activities: i. Main business activities:
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a. Hand-Rolled Kretek Cigarette a. Hand-Rolled Kretek Cigarette
Industry; includes the business of Industry; includes the business
making kretek containing of making kretek containing
shredded tobacco, shredded shredded tobacco, shredded
krosok, shredded cloves, and krosok, shredded cloves, and
additional flavoring ingredients, additional flavoring ingredients,
which produce a distinctive which produce a distinctive
aroma mixture, rolled with aroma mixture, rolled with
various wrapping materials various wrapping materials
(ambri/papir/tipping). Including (ambri/papir/tipping). Including
the hand-rolled kretek industry, the hand-rolled kretek industry,
hand-rolled kretek and hand- hand-rolled kretek and hand-
rolled filter kretek. rolled filter kretek.
b. White Cigarette Industry; includes b. White Cigarette Industry;
the business of making white includes the business of making
cigarettes that do not contain white cigarettes that do not
clove components. contain clove components.
c. Machine-made Kretek Cigarette c. Machine-made Kretek Cigarette
Industry; includes the business of Industry; includes the business
making kretek containing of making kretek containing
shredded tobacco, shredded shredded tobacco, shredded
krosok, shredded cloves, and krosok, shredded cloves, and
additional flavoring ingredients, additional flavoring ingredients,
which produce a distinctive which produce a distinctive
aromatic mixture, rolled with aromatic mixture, rolled with
various wrapping materials various wrapping materials
(ambri/papir/tipping). Including (ambri/papir/tipping). Including
the machine-made kretek the machine-made kretek
industry. industry.
d. Other Cigarette Industries; d. Other Cigarette Industries;
includes other cigarette includes other cigarette
manufacturing businesses, other manufacturing businesses,
than kretek or white cigarettes, other than kretek or white
such as cigars, kelembak menyan cigarettes, such as cigars,
cigarettes and klobot/kawung kelembak menyan cigarettes
cigarettes, sliced tobacco (TIS), and klobot/kawung cigarettes,
cigars, and other processed sliced tobacco (TIS), cigars, and
tobacco products (HPTL). other processed tobacco
Including the pipe tobacco products (HPTL). Including the
industry, chewing tobacco and pipe tobacco industry, chewing
snuff tobacco. tobacco and snuff tobacco.
e. Wholesale Trade of Cigarettes e. Wholesale Trade of Cigarettes
and Tobacco; includes wholesale and Tobacco; includes wholesale
trade of processed tobacco and trade of processed tobacco and
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cigarette seasonings, such as cigarette seasonings, such as
kretek cigarettes and white kretek cigarettes and white
cigarettes. cigarettes.
f. Wholesale Trade on a Fee or f. Wholesale Trade on a Fee or
Contract Basis; encompasses Contract Basis; encompasses
businesses acting as agents that businesses acting as agents that
receive commissions, act as receive commissions, act as
intermediaries (brokers), conduct intermediaries (brokers),
auctions, and engage in other conduct auctions, and engage in
wholesale trading activities in the other wholesale trading
domestic and international activities in the domestic and
markets on behalf of others. international markets on behalf
Activities include commission of others. Activities include
agents, commodity brokers, and commission agents, commodity
all other wholesale traders who brokers, and all other wholesale
sell on behalf of and at the traders who sell on behalf of and
expense of others. This includes at the expense of others. This
activities involved in joint sales includes activities involved in
and purchases or conducting joint sales and purchases or
transactions on behalf of conducting transactions on
companies, including via the behalf of companies, including
internet. It also covers agents via the internet. It also covers
involved in the wholesale trade of agents involved in the wholesale
agricultural raw materials, live trade of agricultural raw
animals, textile raw materials and materials, live animals, textile
semi-finished goods, fuel, ores, raw materials and semi-finished
metals, and chemicals, including goods, fuel, ores, metals, and
fertilizers, food, beverages, and chemicals, including fertilizers,
tobacco, textiles, clothing, fur, food, beverages, and tobacco,
footwear, and leather goods, textiles, clothing, fur, footwear,
wood and building materials, and leather goods, wood and
machinery, including office building materials, machinery,
machinery and computers, including office machinery and
industrial equipment, ships, computers, industrial
aircraft, furniture, household equipment, ships, aircraft,
goods, and hardware. This group furniture, household goods, and
also includes wholesale auction hardware. This group also
houses and commission agents includes wholesale auction
for radioactive materials and houses and commission agents
ionizing radiation generators. It for radioactive materials and
includes the operation of ionizing radiation generators. It
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commodity auction markets. includes the operation of
Excluded from this group is the commodity auction markets.
wholesale trade of automobiles Excluded from this group is the
and motorcycles, which is wholesale trade of automobiles
classified in groups 451 to 454. and motorcycles, which is
classified in groups 451 to 454.
g. Industri Cigarette Flavoring and g. Cigarette Flavoring and Other
Other Cigarette Accessories Cigarette Accessories Industry;
Industry; includes tobacco includes tobacco processing
processing industries that are not industries that are not classified
classified elsewhere, such as elsewhere, such as tobacco
tobacco homogenization or homogenization or
reconstitution industries and reconstitution industries and
sauced tobacco. It also includes sauced tobacco. It also includes
the production of cigarette the production of cigarette
flavorings and other cigarette flavorings and other cigarette
accessories such as aromatic gum accessories such as aromatic
or benzoin (Kemenyan), gum or benzoin (Kemenyan),
cigarette/tobacco sauce, uwur (a cigarette/tobacco sauce, uwur (a
type of cigarette), klobot, type of cigarette), klobot,
kawung, and filter kawung, and filter
manufacturing; manufacturing;
h. Other Electrical Equipment h. Other Electrical Equipment
Manufacturing Industry; Manufacturing Industry;
encompasses the manufacturing encompasses the manufacturing
of various electrical equipment of various electrical equipment
and devices that do not fall into and devices that do not fall into
specific categories mentioned specific categories mentioned
earlier. It includes the production earlier. It includes the
of bicycle dynamos, magnetic production of bicycle dynamos,
dynamos, spark plugs, sound magnetic dynamos, spark plugs,
warning devices (sirens, horns, sound warning devices (sirens,
alarms, bells, etc.), electrical horns, alarms, bells, etc.),
signal equipment such as traffic electrical signal equipment such
control devices for roads, as traffic control devices for
railways, ports, and airfields, as roads, railways, ports, and
well as signals for pedestrians. airfields, as well as signals for
Additionally, it covers a wide pedestrians. Additionally, it
range of electrical and electronic covers a wide range of electrical
equipment not classified and electronic equipment not
elsewhere, including battery classified elsewhere, including
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chargers, electric door openers battery chargers, electric door
and closers, ultrasonic cleaning openers and closers, ultrasonic
machines (except for laboratory cleaning machines (except for
or dental use), tanning beds, laboratory or dental use),
solid-state inverters, rectification tanning beds, solid-state
equipment, fuel cells, regulated inverters, rectification
and unregulated power supplies, equipment, fuel cells, regulated
uninterruptible power supplies and unregulated power supplies,
(UPS), wave suppressors (except uninterruptible power supplies
for voltage level distribution), (UPS), wave suppressors (except
cable equipment, connecting for voltage level distribution),
cables, and other electrical cable cable equipment, connecting
devices with insulators and cables, and other electrical cable
connectors. The industry also devices with insulators and
encompasses carbon and connectors. The industry also
graphite electrodes, contacts, encompasses carbon and
and other electrical carbon and graphite electrodes, contacts,
graphite products, particle and other electrical carbon and
accelerators, capacitors, graphite products, particle
resistors, electrical capacitors, accelerators, capacitors,
and similar components, resistors, electrical capacitors,
electromagnets, electric and similar components,
scoreboards, electric advertising electromagnets, electric
signs, electrical insulators (except scoreboards, electric advertising
for glass or porcelain insulators), signs, electrical insulators
electrical branding and soldering (except for glass or porcelain
equipment, hand soldering irons, insulators), electrical branding
and the production of and soldering equipment, hand
photovoltaic module equipment soldering irons, and the
(solar panels). It also includes the production of photovoltaic
manufacturing of electronic module equipment (solar
cigarettes (vape). Including the panels). It also includes the
business of manufacturing manufacturing of electronic
components and equipment. cigarettes (vape). Including the
business of manufacturing
components and equipment.
ii. Supporting business activities: ii. Supporting business activities:
a. Warehousing and Storage; a. Warehousing and Storage;
includes businesses that carry out includes businesses that carry
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temporary storage activities for out temporary storage activities
goods before they are sent to for goods before they are sent to
their final destination, for their final destination, for
commercial purposes; commercial purposes;;
b. Paper and Cardboard Packaging b. Paper and Cardboard Packaging
Industry; encompasses the Industry; encompasses the
manufacturing of various paper manufacturing of various paper
and cardboard packaging and and cardboard packaging and
boxes used for wrapping and boxes used for wrapping and
packaging purposes. This includes packaging purposes. This
the production of packaging and includes the production of
boxes made from corrugated packaging and boxes made from
paper and paperboard, foldable corrugated paper and
paper and paperboard boxes, paperboard, foldable paper and
solid paper and paperboard paperboard boxes, solid paper
packaging and boxes, paper bags and paperboard packaging and
and sacks, as well as file boxes; boxes, paper bags and sacks, as
well as file boxes and similar
items;
c. Packing Activities; encompasses c. Packing Activities; encompasses
packing services based on fees or packing services based on fees
contracts, whether using or contracts, whether using
automated processes or not. It automated processes or not. It
includes bottling beverages and includes bottling beverages and
food, packaging of solid items food, packaging of solid items
(blister packaging, aluminum foil (blister packaging, aluminum foil
packaging, and others), packaging, and others),
pharmaceutical and medical pharmaceutical and medical
packaging, labeling, stamping, packaging, labeling, stamping,
and sealing with a stamp or seal, and sealing with a stamp or seal,
parcel or gift wrapping, and gift parcel or gift wrapping, and gift
packaging. This also includes packaging. This also includes
canning and similar services. canning and similar services.
Packing services for Packing services for
transportation activities fall under transportation activities fall
the corresponding group 52291 to under the corresponding group
52299. 52291 to 52299.
d. Industri Pengeringan dan d. Tobacco Drying and Processing
Pengolahan Tembakau; Industry; includes businesses
mencakup usaha pengeringan engaged in the drying of tobacco
daun tembakau dengan leaves through smoking or other
pengasapan atau dengan cara lain methods, as well as the
termasuk juga usaha perajangan shredding of tobacco leaves.
daun tembakau.
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e. General Printing Industry;
includes activities in the printing
industry for newspapers,
magazines, and other
periodicals such as tabloids,
newspapers, magazines,
journals, pamphlets, books,
brochures, sheet music, maps,
atlases, posters, advertising
catalogs, prospectuses, and
other printed advertisements,
diaries, calendars, business
forms, and other commercial
printed materials, letter paper
or personal stationery and other
printed materials produced by
printing machines, offset, photo
plates, flexography, and similar
methods, duplicating machines,
computer printers, raised
letters, and the like, including
quick-printing equipment; direct
printing without any
intermediary medium on
textiles, plastics, glass, metal,
wood, and ceramics, except for
silk screen printing on fabric and
ready-made clothing; and
printing on labels or nameplates
(lithography, grave writing,
flexography, and the like). This
also includes reprints using
computers, stencil machines,
and similar equipment. These
printed items usually have
copyright protection;
f. Other Paper and Paperboard
Product Industry (YTDL);
includes the manufacturing of
various products from paper
and paperboard or cardboard
that are not covered in other
subcategories. It encompasses
industries such as ready-to-use
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writing paper and printing
paper, ready-to-use computer
printout paper, ready-to-use
coffee paper, ready-to-use
adhesive or sticky paper, ledger
book industry, accounting
books, binders, albums, and
writing instruments, whether
for commercial or educational
purposes. It also includes the
manufacture of boxes, bags,
wallets, and notebooks that
contain paper arrangements,
wallpaper industry (wallpaper),
and other types of wall
coverings, including vinyl and
textile-coated wallpaper. Label
industry, filter paper, and
paperboard filter industry,
paper roll industry, paperboard
roll industry, paperboard barrel
and paperboard industry, egg
carton industry, and other
products made from paper pulp
molds. It also includes the
creation of new paper products.
This category includes the
processing of paper and
cardboard by any means, such
as coating, glazing, gumming,
laminating, the production of
carbon paper, and stencil sheet
paper in pieces ready for sale to
consumers. This category also
includes the manufacture of EKG
paper and the manufacture of
office stationery that is not
printed, such as envelopes,
letterhead paper, cleaning
paper, dinnerware made of
paper, and the like.
Board of Directors Board of Directors
Article 15 Article 15
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Paragraph 5 Paragraph 5
If due to any reason the position of a Deleted.
member of the Board of Directors
becomes vacant, then within a
period of 90 (ninety) days after such
vacancy occurs, a GMS shall be
convened to fill in the said vacancy.
Paragraph 6 Paragraph 5
If for any reason whatsoever all If for any reason whatsoever all
positions of the Board of Directors positions of the Board of Directors
shall become vacant, then within 60 shall become vacant, then within 60
(sixty) days as of such vacancy, GMS (sixty) days as of such vacancy, GMS
shall be held to appoint new Board shall be held to appoint new Board
of Directors, and temporarily the of Directors, and temporarily the
Company shall be managed by Company shall be managed by
members of the Board of members of the Board of
Commissioners. Commissioners.
Paragraph 7 Paragraph 6
The term of office of those The term of office of those
appointed to replace the position of appointed to replace the position of
a member of Board of Directors that a member of Board of Directors that
became vacant shall be the became vacant shall be the
remaining term of office of the remaining term of office of the
member of Board of Directors so- member of Board of Directors so-
replaced. replaced.
Paragraph 8 Paragraph 7
A member of the Board of Directors A member of the Board of Directors
shall be entitled to resign from office shall be entitled to resign from office
by notifying in writing of such by notifying in writing of such
intention to the Company at least 30 intention to the Company at least 30
(thirty) days prior to the date of (thirty) days prior to the date of
resignation. To member of the Board resignation. To member of the Board
of Directors resigning as of Directors resigning as
abovementioned, accountability abovementioned, accountability
may still be sought of at the next may still be sought of at the next
GMS pertaining to his/her actions as GMS pertaining to his/her actions as
Director undertaken as of the Director undertaken as of the
appointment through the date of appointment through the date of
resignation. resignation.
Paragraph 9 Paragraph 8
The Company is required to hold a The Company is required to hold a
GMS to decide on the resignation GMS to decide on the resignation
request of a member of the Board of request of a member of the Board of
Directors within a maximum period Directors within a maximum period
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of 90 (ninety) days after receiving of 90 (ninety) days after receiving
the letter of resignation. the letter of resignation.
Paragraph 10 Paragraph 9
In the event that a member of the In the event that a member of the
board of directors resigns, resulting board of directors resigns, resulting
in the number of board members in the number of board members
becoming less than 2 (two) people, becoming less than 2 (two) people,
then the resignation is valid if it has then the resignation is valid if it has
been determined by the GMS and a been determined by the GMS and a
new board of directors has been new board of directors has been
appointed so that it meets the appointed so that it meets the
minimum requirements for the minimum requirements for the
number of board of directors. number of board of directors.
Paragraph 11 Paragraph 10
Term of office of members of the Term of office of members of the
Board of Directors shall expire in the Board of Directors shall expire in the
event of: event of:
a. resignation in accordance with a. resignation in accordance with
the provisions of paragraph 8; the provisions of paragraph 7;
b. no longer meets the b. no longer meets the
requirements of the prevailing requirements of the prevailing
statutory regulations; statutory regulations;
c. his /her demise; c. his /her demise;
d. dismissal pursuant to a d. dismissal pursuant to a
resolution of the GMS. resolution of the GMS.
Meeting of the Board of Directors Meeting of the Board of Directors
Article 17 Article 17
Paragraph 6 Paragraph 6
Invitations to a Meeting of the Board Invitations to a Meeting of the Board
of Directors shall be delivered to each of Directors shall be delivered to
member of the Board of Directors each member of the Board of
against an adequate receipt or Directors against an adequate
delivered by registered mail, courier, receipt or delivered by registered
facsimile, electronic mail or other mail, courier, facsimile, electronic
electronic communications (if sent by mail or other electronic
facsimile, email or other electronic communications (if sent by facsimile,
communications, followed email or other electronic
immediately thereafter by written communications, followed
confirmation to be delivered directly, immediately thereafter by written
through registered mail or courier) at confirmation to be delivered directly,
the latest 3 (three) days prior to the either electronically or by registered
meeting of the Board of Directors, mail or courier) at the latest 3 (three)
excluding the date of the invitations days prior to the meeting of the
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and the date of the meeting of the Board of Directors, excluding the
Board of Directors. date of the invitations and the date
of the meeting of the Board of
Directors.
Board of Commissioners Board of Commissioners
Article 18 Article 18
Paragraph 5 Paragraph 5
If due to any reason the position of a Deleted.
member of the Board of
Commissioners becomes vacant,
then within a period of 90 (ninety)
days after such vacancy occurs, a
GMS shall be convened to fill in the
said vacancy. The term of office of a
person appointed to replace a
vacant position as a member of the
Board of Commissioners is for the
remaining term of office of the
member of the Board of
Commissioners he/she replaces.
Paragraph 6 Paragraph 5
If for any reason whatsoever all If for any reason whatsoever all
positions of the Board of positions of the Board of
Commissioners shall become vacant, Commissioners shall become
then within 60 (sixty) days as of such vacant, then within 60 (sixty) days as
vacancy, GMS shall be held to of such vacancy, GMS shall be held
appoint new Board of to appoint new Board of
Commissioner. Commissioner. The term of office of
a person appointed to replace a
vacant position as a member of the
Board of Commissioners is for the
remaining term of office of the
member of the Board of
Commissioners he/she replaces.
Paragraph 7 Paragraph 6
A member of the Board of A member of the Board of
Commissioners shall be entitled to Commissioners shall be entitled to
resign from his/her title by notifying resign from his/her title by notifying
in writing of such intention to the in writing of such intention to the
Company at least 90 (ninety) days Company at least 90 (ninety) days
prior to the date of resignation. To prior to the date of resignation. To
member of the Board of member of the Board of
Commissioners resigning as Commissioners resigning as
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abovementioned, accountability abovementioned, accountability
may still be sought of at the next may still be sought of at the next
GMS pertaining to his/her actions as GMS pertaining to his/her actions
Commissioner undertaken as of the as Commissioner undertaken as of
appointment through the date of the appointment through the date
resignation. of resignation.
Paragraph 8 Paragraph 7
The Company is required to hold a The Company is required to hold a
GMS to decide on the resignation GMS to decide on the resignation
request of a member of the Board of request of a member of the Board
Commissioners within a maximum of Commissioners within a
period of 90 (ninety) days after maximum period of 90 (ninety)
receiving the letter of resignation. days after receiving the letter of
resignation.
Paragraph 9 Paragraph 8
In the event that a member of the In the event that a member of the
Board of Commissioners resigns, Board of Commissioners resigns,
resulting in the number of board resulting in the number of board
members becoming less than 2 (two) members becoming less than 2
people, then the resignation is valid (two) people, then the resignation
if it has been determined by the is valid if it has been determined by
GMS and a new Board of the GMS and a new Board of
Commissioners has been appointed Commissioners has been appointed
so that it meets the minimum so that it meets the minimum
requirements for the number of requirements for the number of
Board of Commissioners. Board of Commissioners.
Paragraph 10 Paragraph 9
Term of office of members of the Term of office of members of the
Board of Commissioners shall expire Board of Commissioners shall
in the event of: expire in the event of:
a. resignation in accordance with a. resignation in accordance with
the provisions of paragraph 7; the provisions of paragraph 6;
b. no longer meets the b. no longer meets the
requirements of the prevailing requirements of the prevailing
statutory regulations; statutory regulations;
c. his /her demise; c. his /her demise;
d. dismissal pursuant to a d. dismissal pursuant to a
resolution of the GMS. resolution of the GMS.
Meeting of the Board of Commissioners Meeting of the Board of
Article 20 Commissioners
Article 20
Paragraph 6 Paragraph 6
Invitations to a meeting of the Board Invitations to a meeting of the
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of Commissioners shall be directly Board of Commissioners shall be
delivered to each member against directly delivered to each member
an adequate receipt, or by way of against an adequate receipt, or by
registered mail, courier, facsimile, way of registered mail, courier,
electronic mail or other electronic facsimile, electronic mail or other
communications (if sent by electronic communications (if sent
facsimile, electronic email or other by facsimile, electronic email or
electronic communications this other electronic communications
should be followed immediately by this should be followed
written confirmation to be delivered immediately by written
directly by registered mail or confirmation to be delivered
courier) at least 3 (three) days prior directly, either electronically or by
to the convention of the meeting of registered mail or courier) at least 3
the Board of Commissioners, (three) days prior to the convention
excluding the date of invitations and of the meeting of the Board of
the date of the meeting of the Board Commissioners, excluding the date
of Commissioners. of invitations and the date of the
meeting of the Board of
Commissioners.
Paragraph 11 Paragraph 11
Meetings of the Board of Meetings of the Board of
Commissioners shall be valid and Commissioners shall be valid and
entitled to adopt binding resolutions entitled to adopt binding
only if more than 50% (fifty percent) resolutions only if more than 2/3
of the members of the Board of (two thirds) of the members of the
Commissioners are present or Board of Commissioners are
represented at the meeting of the present or represented at the
Board of Commissioners. meeting of the Board of
Commissioners.
Financial Year, Work Plan and Annual Financial Year, Work Plan and Annual
Report Report
Article 21 Article 21
Paragraph 4 Paragraph 4
The Board of Directors shall be The Company is required to
obliged to announce the balance announce its financial statements in
sheet and Profit/Loss Statement accordance with the procedures
in 2 (two) daily newspapers in specified in the laws and regulations,
Indonesian language, one of particularly those applicable in the
which shall be of nationwide Capital Market sector.
circulation at the latest 90
(ninety) days after the financial
year of the Company ends and 7
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(seven) days after the ratification
of the Balance Sheet and
Profit/Loss Statement by the
Annual GMS.
Agenda 5
Approval of the changes in the composition of the management of the Company.
5.1 Background
Pursuant to (i) Article 94 paragraph 1 and Article 111 paragraph 1 of Company Law; (ii)
Article 3 and Article 23 of OJK 33/2014; 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 the members of the Board of Commissioners are appointed by the GMS.
5.2 Explanation
The appointments of members of the Board of Directors and/or the Board of
Commissioners are carried out in accordance with the Company's Articles of
Association and other relevant regulatory provisions. The term of office of the
incumbent members of the Board of Directors and the Board of Commissioners will
end at the close 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.
In relation to this matter, the Company proposes to the shareholders at the AGMS to
decide and approve (i) the appointment of Paul Janelle as President Commissioners,
replacing John Gledhill, (ii) the appointment of Mindaugas Trumpaitis as a new
member of the Board of Commissioners who will act as the Vice President
Commissioner, and (iii) the reappointment of the remaining incumbent members
of the Board of Directors and the Board of Commissioners, so that the composition
of the Company’s Board of Directors and Board of Directors is as follows:
Board of Directors
President Director : The Ivan Cahyadi
Director : Sergio Colarusso
Director : Elvira Lianita
Director : Johan Bink
Director : Gunnar Beckers
Director : Andre Dahan
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Director : Sharmen Karthigasu
Director : Yohan Lesmana Tjhin
Board of Commissioners
President Commissioner : Paul Janelle
Vice President Commissioner : Mindaugas Trumpaitis
Independent Commissioner : Luthfi Mardiansyah
Independent Commissioner : Justin Mayall
The term of office of all members of the Board of Directors and the Board of
Commissioners appointed in the AGMS in 2025 will start at the closing of AGMS in 2025
until the close of the fifth annual general meeting of shareholders after the AGMS in
2025, namely at the Annual General Meeting of Shareholders in 2030.
5.3 Supporting Material
The following are the curricula vitae of Paul Janelle and Mindaugas Trumpaitis.
PAUL JANELLE
SUMMARY OF QUALIFICATIONS
33 years of experience with Philip Morris International with a demonstrated history of working in the
tobacco industry. Highly skilled in Leadership, General Management, Budgeting and Business Planning. Led
Sampoerna, one of the biggest affiliates of Philip Morris International, during the period of 2012 – 2016.
PROFESSIONAL EXPERIENCE
PT HM SAMPOERNA TBK. INDONESIA 2020 – PRESENT
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VICE PRESIDENT COMMISSIONERS
• Supervise and be responsible for the supervision of the Company’s policies and management by the
Board of Directors;
• Carry out the duties, authorities, and responsibilities in accordance with the provisions of the
Company’s Articles of Association, the General Meeting of Shareholders (GMS) resolutions and the
provision of the laws and regulations;
• Review and sign the annual report prepared by the Board of Directors;
• Carry out other duties and responsibilities as determined by the prevailing laws and regulations and
the Company’s Articles of Association.
PHILIP MORRIS INTERNATIONAL LAUSANNE, SWITZERLAND 2016 – 2019
VICE PRESIDENT PLANNING & BUSINESS DEVELOPMENT
• Develop and implement long-term strategic business plans to drive business growth and achieve
organizational goals;
• Conduct comprehensive market research and analysis to identify new business opportunities and
trends;
• Lead initiatives to expand the company’s market presence, including partnerships, and M&As;
• Establish KPIs and monitor performance metrics to track progress and make data-driven decisions;
• Identify potential risks and develop mitigation strategies to safeguard the company’s interests.
PT HM SAMPOERNA TBK. INDONESIA 2012 – 2016
PRESIDENT DIRECTOR
Lead the PMI Affiliate business in Indonesia, an affiliate with more than 22,000 employees, by:
• Defining and guiding the strategic direction for the affiliate;
• Strategically allocating resources to meet key priorities;
• Developing and enhancing both individual and organizational capabilities;
• Identifying and leveraging business opportunities to achieve results;
• Ensuring adherence to laws, policies, and company procedures.
PHLILP MORRIS ASIA LTD HONG KONG 2007 – 2009
VICE PRESIDENT FINANCE ASIA
• Overseeing and directing all aspects of the company's financial operations within the Asian region;
• Provide strategic oversight and leadership for key finance functions;
• Develop and implement comprehensive annual business plans in alignment with corporate objectives,
ensuring sustained growth and profitability;
PT HM SAMPOERNA TBK. INDONESIA 2009 – 2011
DIRECTOR FINANCE AND INFORMATION SERVICES
• Developing and managing financial strategies;
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• Ensuring compliance with regulations;
• Overseeing the organization's information technology infrastructure and security.
PHILIP MORRIS INTERNATIONAL LAUSANNE, SWITZERLAND 2007 – 2009
VICE PRESIDENT FINANCE SERVICES PMI
• Responsible for finance shared service centers in Buenos Aires and Krakow with 550+ employees
servicing 30+ countries and 75+ legal entities;
• Responsible for a Swiss based entities with $1.0+ bio income;
• In charge of Operations finance with $9+ bio in costs;
• In charge of implementation of SAP and tolling in Europe and Latin America.
PHILIP MORRIS SALES AND MARKETING MOSCOW, RUSSIA 2003 – 2007
LTD
DIRECTOR FINANCE, ADMINISTRATION AND INFORMATION SYSTEM
PHILIP MORRIS INTERNATIONAL LAUSANNE, SWITZERLAND 2001 - 2003
Responsible for the Head Quarters for (i) Central Europe-Middle East-Africa; and (ii) Eastern Europe-Middle
East-Africa regions.
PHILIP MORRIS CR A.S. PRAGUE, CZECH REPUBLIC 1997 – 2001
CONTROLLER Aug 2000 – Sep 2001
MANAGER BUDGET, REPORTING AND CAPEX Feb 1997 – Jul 2000
PHILIP MORRIS INTERNATIONAL EEMA LAUSANNE, SWITZERLAND 1991 – 1997
HQ
MANAGER FINANCIAL AND STAT. REPORTING Aug 1995 – Jan 1997
MANAGER REPORTING Jun 1994 – Jul 1995
SENIOR FINANCIAL ANALYST Mar 1993 – May 1994
JUNIOR FINANCIAL ANALYST Mar 1992 – Feb 1993
FINANCE TRAINEE Apr 1991 – Feb 1992
EDUCATION
WEBSTERS UNIVERSITY GENEVA, SWIZTERLAND 1992
Masters of Business Administration, Finance
OTTAWA UNIVERSITY OTTAWA, CANADA 1990
Bachelor of Science
OTTAWA UNIVERSITY OTTAWA, CANADA 1986
Bachelor of Business Administration
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LANGUAGE
English – Native
Indonesia – Fluent
French – Native
MINDAUGAS TRUMPAITIS
SUMMARY OF QUALIFICATIONS
• Seasoned Business Executive with 27 years of progressive experience in managing the tobacco business
across medium and large markets within a global corporation. This includes 17 years of experience as
General Manager / Managing Director, consistently driving business growth and operational excellence.
• Outstanding leadership and strategic thinking with a proven track record of high-impact decisions
aligning with corporate goals and navigating complex market dynamics for sustainable growth.
• Exceptional people management skills, successfully leading diverse teams and fostering a culture of
collaboration and high performance.
• Exceptional communication skills, effectively engaging with stakeholders at all levels to ensure
alignment and drive organizational success.
PROFESSIONAL EXPERIENCE
PHILIP MORRIS PRODUCTS SA LAUSANNE, SWITZERLAND JUNE 2025 - ONWARD
PRESIDENT COMBUSTIBLES CATEGORY & GLOBAL COMBUSTIBLES MARKETING
Oversee the combustible category business of PMI worldwide by:
• Developing and implementing global strategies for the category to drive growth and market share;
• Leading global marketing initiatives for combustible products, ensuring alignment with PMI goals and
compliance with regulatory standards;
• Overseeing the design and development of new combustible products;
• Managing and enhancing the global brand positioning of combustible products;
• Monitoring and evaluating the performance of combustible products, making data-driven decisions to
optimize sales and profitability;
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• Ensuring all marketing and sales activities adhere to ethical standards and regulatory requirements,
promoting responsible marketing practices.
PHILIP MORRIS INTERNATIONAL UNITED STATES 2024 – 2025
REGIONAL PRESIDENT LATIN AMERICA & CANADA
Oversee the PMI Affiliates business in the Latin America and Canada regions by:
• Providing strategic directions to affiliates in the regions;
• Allocating resources towards strategic priorities;
• Enhancing individual and organizational capabilities;
• Identifying business opportunities and delivering business results;
• Increasing compliance with laws, policies, and company procedures.
ROTHMANS, BENSON & HEDGES TORONTO, CANADA 2022 - 2024
MANAGING DIRECTOR
Manage PMI Affiliate (RBH) business in Canada, an affiliate with more than 800 employees, by:
• Setting the overall strategic direction for the affiliate;
• Allocating resources to align with strategic priorities;
• Advancing both individual and organization capabilities;
• Identifying and capitalizing on business opportunities to achieve results;
• Ensuring compliance with law and company’s policies and procedures.
PT HM SAMPOERNA Tbk. INDONESIA 2016 – 2022
PRESIDENT DIRECTOR
Lead the PMI Affiliate business in Indonesia, an affiliate with more than 22,000 employees, by:
• Defining and guiding the strategic direction for the affiliate;
• Strategically allocating resources to meet key priorities;
• Developing and enhancing both individual and organizational capabilities;
• Identifying and leveraging business opportunities to achieve results;
• Ensuring adherence to laws, policies, and company procedures.
ROTHMANS, BENSON & HEDGES TORONTO, CANADA 2013 - 2016
MANAGING DIRECTOR
Manage PMI Affiliate (RBH) business in Canada, an affiliate with more than 800 employees, by:
• Establishing and steering the strategic direction for the affiliate to ensure alignment with corporate
goals;
• Strategically allocating resources to maximize efficiency and achieve key priorities;
• Enhancing both individual and organizational capabilities through targeted development initiatives;
• Identifying and capitalizing on business opportunities to drive significant results;
• Ensuring strict adherence to laws, policies, and company procedures to maintain compliance and
integrity.
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PHILIP MORRIS MEXICO MEXICO CITY, MEXICO 2010 – 2013
MANAGING DIRECTOR
Lead PMI Affiliates business in Mexico, Ecuador and Peru, overseeing affiliates with approximately 3,000
employees, by:
• Establishing and directing the strategic vision for the affiliates to align with corporate goals;
• Strategically allocating resources to maximize efficiency and achieve key objectives;
• Enhancing both individual and organizational capabilities through targeted development initiatives;
Identifying and capitalizing on business opportunities to drive substantial results;
• Ensuring strict adherence to laws, policies, and company procedures to maintain compliance and
uphold standards.
PHILIP MORRIS BALTICS VILNIUS, LITHUANIA 2008 – 2010
MANAGING DIRECTOR Dec 2008 – Feb 2010
Oversee the PMI Affiliates business in Latvia, Lithuania, Estonia, managing affiliates with over 800
employees, by:
• Crafting and implementing the strategic vision to align with corporate objectives;
• Efficiently allocating resources to meet strategic priorities and maximize outcomes;
• Developing both individual and organizational capabilities through targeted initiatives;
• Identifying and seizing business opportunities to drive significant results;
• Ensuring full compliance with laws, policies, and company procedures to uphold the highest standards.
DIRECTOR SALES & MARKETING Feb 2008 – Dec 2008
Manage Sales Department in Latvia, Lithuania, and Estonia:
• Develop and implement sales strategy, policies and procedures for the affiliate;
• Manage sales force in three markets;
• Manage distribution in three markets;
• Ensure implementation of market’s sales targets.
PHILIP MORRIS FINLAND HELSINKI, FINLAND 2007 – 2008
GENERAL MANAGER
Manage PMI Affiliates business in Finland:
• Lead the affiliates’ transition into PMI
• Allocate resources against strategic priorities;
• Advance individual and organization capabilities;
• Identify business opportunities and deliver business results;
• Promote compliance with law and company’s policies and procedures.
PHILIP MORRIS INTERNATIONAL LAUSANNE, SWITZERLAND 2005 – 2007
MANAGER STRATEGIC PLANNING
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Provide PMI management with necessary analytical support from within Finance department:
• Co-ordinate the strategic financial planning and budget process, including analyzing and correcting
estimates;
• Prepare various financial statements, summaries and analyses of PMI worldwide performance;
• Develop a new strategic planning process including implementation of financial simulation models;
• Evaluate investment activities and prepare various presentations for PMI senior management, including
recommendations for changes to budgets;
• Identify opportunities for business growth and development through various analytical tools.
PHILIP MORRIS LITHUANIA VILNIUS, LITHUANIA 1998 – 2005
MANAGER TRADE MARKETING &SALES DEVELOPMENT Mar 2003 – June 2005
• Define trade strategy for the country;
• Manage relationships with key retailers;
• Identify opportunities for sales development and implement strategies.
COUNTRY MANAGER LATVIA Aug 2001 – Mar 2003
• Manage and direct country sales team;
• Develop a new strategic planning process;
• Define and implement sales strategy for the country;
• Identify opportunities and ensure implementation of sales plans.
SUPERVISOR MERCHANDISING Aug 1999 – Aug 2001
• Coordinate activities of sales representatives;
• Ensure adequate coverage in the designated territory;
• Manage team of 10 people.
MERCHANDISER Jan 1998 – Aug 1999
• Coordinate activities of sales representatives;
• Ensure adequate coverage in the designated territory;
• Manage team of 10 people.
EDUCATION
KLAIPEDA UNIVERSITY KLAIPEDA, LITHUANIA 1999 – 2009
Assistant Lecturer in Business Management subjects
INSEAD FONTAINEBLEAU, FRANCE 2002 – 2003
Executive MBA Courses (certificate of completion received)
KLAIPEDA UNIVERSITY KLAIPEDA, LITHUANIA 1997 – 1999
Master Degree in Business Management
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KLAIPEDA UNIVERSITY KLAIPEDA, LITHUANIA 1993 – 1997
Bachelor Degree in Economics
LANGUAGE
Lithuanian – Native
English – Fluent
Russian – Fluent
Spanish – Basic
27
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· Notaris
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Financial Services Authority
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Rintis
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Telekomunikasi Indonesia Tbk
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Paul Janelle
· President Commissioner
p.19
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org
PHLILP MORRIS ASIA LTD
p.21
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