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20260520_HMSP_Ringkasan Risalah//Risalah RUPS_32092964_lamp1.pdf
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Number : 060/CLD/HMS/V/2026
Attachment : Resume of the AGMS dated May 18, 2026
Re : Submission on Resume of the Annual General Meeting of Shareholders
(“AGMS”) dated May 18, 2026, of PT Hanjaya Mandala Sampoerna Tbk. (the
“Company”)
Jakarta, May 20, 2026
To.
Chief Executive of Capital Market Supervisory
Financial Services Authority
Gedung Soemitro Djojohadikusumo
Jl. Lapangan Banteng Timur No. 2-4
Jakarta - 10710
Dear Sirs,
Through this letter we submit the Resume of the AGMS of the Company dated May 18, 2026.
Thus, we submit this letter regarding the resume of the AGMS, thank you for your attention.
Best Regards,
PT Hanjaya Mandala Sampoerna Tbk.
Signed and sealed
Maharani Djody Putri
Corporate Secretary
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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 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PT HANJAYA MANDALA SAMPOERNA Tbk.
ANNUAL 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 Annual General Meeting of Shareholders (the "Meeting"), on the following:
Day/Date : Monday, May 18, 2026
Time : 09.03 – 10.09 Western Indonesia Time
Venue : The Langham Jakarta
The Langham Ballroom West, 3rd floor
Sudirman Central Business District (SCBD) Lot 28
Jakarta - 12190
In the presence of :
Board of Commissioners Board of Directors
President Commissioner : Paul Janelle President Director : The Ivan Cahyadi
Vice President Commissioner : Mindaugas Trumpaitis Director : Andre Dahan
Independent Commissioner : Justin Mayall Director : Elvira Lianita*
Independent Commissioner : Luthfi Mardiansyah Director : Sharmen Karthigasu
Director : Yohan Lesmana Tjhin
Director : Reno Bontemps
Director : Houria Raselma
Director : Rianto Probo Hartono
Audit Committee Nomination and Remuneration Committee
Chairman : Luthfi Mardiansyah Chairman : Luthfi Mardiansyah
Member : Justin Mayall Member : Cicilia Tri Sulistyawati
: Eulis Eliyani : M. Ishak Danuningrat
Risk Management Monitoring Committee
Chairman : Justin Mayall
Member : Paul Janelle
: Rudianto Wiharso*
: Anthony Leonard
Internal Audit
Rudianto Wiharso*
*attended electronically 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
109,040,821,038 shares, representing 93,7437% 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 April 24, 2026, the Meeting shall be chaired by one of the members of the Board of Commissioners of the Company, Luthfi Mardiansyah.
I. MEETING AGENDA
1. Approval of the Annual Report and ratification of the Company’s consolidated financial statements for the fiscal year ending on December 31,
2025.
2. Approval for the appropriation of the Company's retained earnings for the financial year ending on December 31, 2025.
3. Approval of the appointment of a Public Accounting Firm to audit the Company's consolidated financial statements for the financial year ending
on December 31, 2026.
4. Approval for the Adjustment of Articles of Association to the Indonesia Standard Industrial Classification.
5. Approval for the changes in the composition of the Company’s management.
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II. MEETING DECISIONS
FIRST AGENDA
Number of Shareholders 2 (two) Shareholders and/or Representatives of the Shareholders who raised a question
who raised questions
Result of the Voting Approve Abstain Disapproving
108,731,861,710 shares 305,498,228 shares 3,461,100 shares
or 99,717% of those present or 0,280% of those present or 0,003% of those present
Decision:
1. Accept and approve the Annual Report and ratify the Consolidated Financial Statements of the Company for the financial year ending on
December 31, 2025, which was audited by a certified independent Public Accountant Office registered with the OJK, KAP Rintis, Jumadi,
Rianto & Rekan (a member of PricewaterhouseCoopers network of firms), and to grant full release and discharge (acquit et déchargé) to
the members of the Board of Directors and the Board of Commissioners of the Company for the management and supervision carried
out during the 2025 financial year.
2. Approve the granting of authority to the Company’s Board of Directors, with the right of substitution, to state the resolution in respect
of the first agenda item of the Meeting in a separate Notarial deed and to notify such resolution to the relevant authorities.
SECOND AGENDA
Number of Shareholders 1 (one) Shareholder and/or Shareholder Representative who raised a question
who raised questions
Result of the Voting Approve Abstain Disapproving
108,734,293,009 shares 302,719,128 shares 3,808,901 shares
or 99,720% of those present or 0,278% of those present or 0,003% of those present
Decision:
1. Approve an amount of IDR6,548,707,729,470 (six trillion five hundred forty-eight billion seven hundred seven million seven hundred
twenty-nine thousand four hundred seventy Rupiah) or IDR 56.3 (fifty-six point three Rupiah) per share of the Company's retained
earnings for the financial year ending on December 31, 2025, to be distributed to the shareholders of the Company as a cash dividend
with the following schedule:
Activity Date
Announcement of the summary of the minutes of the Meeting and Indonesian Stock Exchange May 20, 2026
End of stock trading period with dividend rights (Cum Dividend)
• Regular and Negotiation Markets May 26, 2026
• Cash Market June 2, 2026
Commencement of stock trading period without dividend rights (Ex-Dividend)
• Regular and Negotiation Markets May 29, 2026
• Cash Market June 3, 2026
Recording Date June 2, 2026
Dividend Payment June 19, 2026
2. Approve the granting of authority to the Company’s Board of Directors and/or Board of Commissioners to take all necessary actions and
decisions in connection with the implementation of the cash dividend distribution in accordance with the prevailing laws and regulations.
PROCEDURE OF CASH DIVIDEND PAYMENT
The provisions on the payment of cash dividend are as follows:
1. Shareholders entitled to the dividend payment are the shareholders whose name are registered in the Shareholders Register of the Company
on Tuesday, June 2, 2026, at 16:00 Western Indonesia Time. The payment of dividend shall be made through bank transfer.
2. Cash Dividend Payment:
a. For entitled Shareholders whose shares are still using script (physical), Cash Dividend payment will be made by bank transfer to the
account of the entitled Shareholder who has notified the name of the Bank and the account number in the name of the entitled
Shareholder to the Company's Securities Administration Bureau namely PT Raya Saham Registra ("BAE"), having its address at Plaza
Sentral, 2nd Floor, Jl. Jenderal Sudirman Kav. 47-48, South Jakarta, phone. +62 21 252 5666, fax. +62 21 252 5028 no later than
June 2, 2026, at 16:00 Western Indonesia Time and attach a photocopy of the KTP or Passport according to the address in the
Shareholders Register through a letter with stamp duty IDR10,000.
b. For entitled Shareholders whose shares are deposited in the collective deposit with the Indonesian Central Securities Depository
(KSEI), payment will be made through KSEI and entitled Shareholders will receive payments from the KSEI account holder
concerned.
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3. Cash dividends to be distributed are subject to tax in accordance with the prevailing laws and regulations. Therefore, the shareholders who are
entitled should pay attention to the following matters:
a. For eligible Shareholders who are Domestic Taxpayers who have not submitted their Taxpayer Identification Number (NPWP), are
requested to submit a copy of the NPWP to KSEI or BAE no later than June 2, 2026, at 16.00 Western Indonesia Time.
In accordance with the Government Regulation No. 9 of 2021 concerning Taxation Treatment to Support Ease of Doing Business
and Regulation of the Minister of Finance No. 18/PMK.03/2021 concerning Implementation of Law No. 11 of 2020 concerning Job
Creation in Income Tax, Value Added Tax (VAT) and Luxury Goods Sales Tax Sectors, as well as General Provisions and Taxation
Procedures and Regulation of the Minister of Finance No. 81 of 2024 concerning Taxation Provisions in the Context of the
Implementation of the Core Tax Administration System, Cash Dividends are not deducted of Income Tax (PPh) for:
i. Domestic Individual Taxpayers with the condition that the Cash Dividend must be invested in the territory of the Unitary
State of the Republic of Indonesia for a certain period of time.
If the Individual Taxpayer does not meet these requirements, the Income Tax (PPh) owed on the Cash Dividend must
be paid by the Domestic Individual Taxpayer as stipulated in Article 373 of the Minister of Finance Regulation No. 81 of
2024.
ii. Domestic Corporate Taxpayer.
For eligible shareholders who are Foreign Taxpayers whose shares:
i. are deposited in the collective deposit KSEI, or
ii. not deposited in the collective deposit KSEI (holding shares in scrip form).
and those whose taxation will use the Double Tax Avoidance Agreement (PB3) rate, must meet the requirements of
Article 26 of Law No. 36 of 2008 concerning Income Tax and submitting a Domicile Certificate (SKD) to KSEI (for whose
shares are in collective custody) or BAE (for whose shares are not placed in KSEI collective custody or holding shares in
scrip, no later than June 2, 2026 at 16:00 Western Indonesia Time, by using the format and procedures as required in
the Directorate General of Taxes Regulation No. PER-25/PJ/2018 concerning Procedures for the Application of Double
Taxation Avoidance Agreement, without SKD with the format referred to, Cash Dividends will be subject to Income Tax
Article 26 amounting to 20%.
b. For Shareholders whose shares are held in collective custody at PT Kustodian Sentral Efek Indonesia ("KSEI"), the distribution of
Cash Dividends will be distributed by KSEI through the Securities Company and/or Custodian Bank where the Shareholders open a
securities account. Confirmation of the proceeds from the cash dividend distribution will be submitted by KSEI to the Securities
Company and/or Custodian Bank where the Shareholders open a securities account. Furthermore, shareholders will receive
information regarding the payment of Cash Dividends from the Securities Company and/or Custodian Bank where the Shareholders
open a securities account. Meanwhile, for Shareholders whose shares are not kept in collective custody at KSEI, the cash dividend
payment will be transferred directly to the Bank account of the shareholder concerned.
THIRD AGENDA
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
108,734,796,810 shares 302,719,128 shares 3,305,100 shares
or 99,720% of those present or 0,278% of those present or 0,003% of those present
Decision:
Approve the appointment of the independent public accounting firm, Rintis, Jumadi, Rianto & Rekan (a member of the
PricewaterhouseCoopers network of firms), which is certified and registered with the OJK, to audit the Company's financial statements for the
financial year ending on December 31, 2026, and to authorize the Company’s Board of Directors to determine the amount of honorarium and
other terms related to the appointment, in accordance with the applicable regulations regarding the appointment of public accountants.
FOURTH AGENDA
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
108,734,804,110 shares 302,719,328 shares 3,297,600 shares
or 99,720% of those present or 0,278% of those present or 0,003% of those present
Decision:
1. Approve the amendments to the Article 3 of the Company's Articles of Association on Purpose, Objectives, and Business Activities in
relation to the adjustment of the Company’s business activities with the Indonesian Standard Industrial Classification 2025 based on the
Statistics Indonesia Regulation 2025, which does not constitute a change in business activities as referred to in OJK Regulation
No.17/POJK.04/2020 on Material Transactions and Changes in Business Activities.
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2. Approve granting of power and authority to the Board of Directors and/or the Corporate Secretary of the Company, with the right of
substitution, to make amendments/adjustments and to restate the Company's Articles of Association in connection with the adjustment
of the Company’s purposes, objectives, and business activities as set out in Article 3 of the Company’s Articles of Association with the
Indonesian Standard Industrial Classification 2025, and to take all necessary actions in connection with the amendment of the Company's
Articles of Association, including to state the resolutions of this Meeting in a Deed of Meeting Resolutions before a Notary, authorize the
Notary to apply for approval and report/notify the amendments to the Minister of Law of the Republic of Indonesia, restate the entire
Articles of Association of the Company and authorize the Notary to amend the Articles of Association in accordance with the instructions
and suggestions from the Minister of Law of the Republic of Indonesia and/or the Financial Services Authority, and generally to take all
necessary actions to implement the said amendments to the Company's Articles of Association.
FIFTH AGENDA
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
108,728,668,210 shares 302,722,128 shares 9,430,700 shares
or 99,714% of those present or 0,278% of those present or 0,009% of those present
Decision:
1. Approve the appointment of Umer Jawaid as Director of the Company, replacing Johan Bink, with a term of office effective from the
closing of this Meeting until the closing of the Annual General Meeting of Shareholders in 2030. In addition, to approve the granting of
release and discharge (acquit et de charge) to Johan Bink from all liabilities and responsibilities in connection with the management
duties performed for the benefit of the Company during the period from January 1, 2026, up to and including May 18, 2026, to the
extent such actions are reflected in the Company’s audited consolidated financial statements for the financial year ending December
31, 2026.
2. Approve the appointment of Virawaty as Director of the Company, with a term of office starting from the closing of this Meeting until
the closing of the Annual General Meeting of Shareholders in 2030.
3. Approve the appointment of Joy Kartika Widjaja as Director of the Company, with a term of office starting from the closing of this Meeting
until the closing of the Annual General Meeting of Shareholders in 2030.
4. Approve the resignation of Elvira Lianita from her position as Director of the Company, which shall be effective as of the closing of this
Meeting. In addition, to approve the granting of release and discharge (acquit et de charge) to Elvira Lianita from all liabilities and
responsibilities in connection with the management duties performed for the benefit of the Company during the period from January 1,
2026, up to and including May 18, 2026, to the extent such actions are reflected in the Company’s audited consolidated financial
statements for the financial year ending December 31, 2026.
Thus, the composition of the Board of Directors and Board of Commissioners of the Company shall be as follows:
Board of Directors:
President Director : The Ivan Cahyadi
Director : Andre Dahan
Director : Sharmen Karthigasu
Director : Yohan Lesmana Tjhin
Director : Reno Bontemps
Director : Houria Raselma
Director : Rianto Probo Hartono
Director : Umer Jawaid
Director : Virawaty
Director : Joy Kartika Widjaja
Board of Commissioners:
President Commissioner : Paul Janelle
Vice President Commissioner : Mindaugas Trumpaitis
Independent Commissioner : Justin Mayall
Independent Commissioner : Luthfi Mardiansyah
all of which shall serve a term until the closing of the Annual General Meeting of Shareholders in 2030.
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5. Approve the granting of power and authority to the Company’s Board of Directors and/or Corporate Secretary, with the right of
substitution, to state this resolution in a notarial deed, and to take any actions required or requested by the relevant authorities, as well
as to generally take any actions deemed appropriate and necessary in connection with the appointment and resignation of the members
of the Board of Directors, including making any amendments and/or additions in any form as may be required to ensure that such
appointment and resignation are duly accepted by the competent authorities.
Jakarta, May 20, 2026
PT Hanjaya Mandala Sampoerna Tbk.
The Board of Directors
Names mentioned 28 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Rintis
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Rianto & Rekan
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PT Raya Saham Registra
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Minister of Finance
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Minister of Finance Regulation
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Directorate General of Taxes Regulation No. PER-
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PT Kustodian Sentral Efek Indonesia
p.4
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Minister of Law
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