20240425_HMSP_Ringkasan Risalah//Risalah RUPS_31629933_lamp1.pdf

II. MEETING DECISIONS

FIRST AGENDA

     Number of Shareholders              There are 2 (two) Shareholders and/or Representative of the Shareholder who raised a question
     who raised questions
     Result of the Voting                      Approve                                Abstain                               Disapproving
                                       108.833.930.538 shares                    278,208,344 shares                no shareholders cast reject votes
                                      or 99.745% of those present            or 0.255% of those present

  Decision:
  Accept and approve the Annual Report and ratify the Company's Consolidated Financial Statements for the financial year ended on December
  31, 2023, which was audited by a certified independent Public Accountant Office registered with the OJK, KAP Tanudiredja, Wibisana, Rintis &
  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 management and supervision carried out during the 2023
  Financial Year.

SECOND 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
                                       108.845.223.132 shares                 266,915,750 shares                 no shareholders cast reject votes
                                      or 99.755% of those present         or 0.245 % of those present

  Decision:
  1. Approve an amount of IDR8,060,842,729,170 (eight trillion sixty billion eight hundred forty two million seven hundred twenty nine thousand
     one hundred seventy Rupiah) or IDR 69.3 (sixty nine point three Rupiah) per share of the Company's retained earnings for the financial year
     ended on December 31, 2023, 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                           April 25, 2024
        End of stock trading period with dividend rights (Cum Dividend)
                 • Regular and Negotiation Markets                                                                         May 2, 2024
                 • Cash Market                                                                                             May 6, 2024
        Commencement of stock trading period without dividend rights (Ex-Dividend)
                 • Regular and Negotiation Markets                                                                        May 3, 2024
                 • Cash Market                                                                                            May 7, 2024
        Recording Date                                                                                                    May 6, 2024
        Dividend Payment                                                                                                  May 17, 2024

  2. Approve to grant authorization to the Board of Directors and/or the Board of Commissioners of the Company to take any necessary actions
     and/or resolutions required by the Board of Directors and/or Board of Commissioners of the Company for the distribution of cash dividend,
     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 Monday , May 6, 2024, 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
                     May 6, 2024, 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 stampduty 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 May 6, 2024, 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, 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 40 of the Minister of Finance Regulation No.
                                  18/PMK.03/2021.
                            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 May 6, 2024 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
                                    108.845.223.132 shares                    266,915,750 shares                 no shareholders cast reject votes
                                   or 99.755% of those present            or 0.245% of those present

 Decision:
 Approve the appointment of the independent public accountant office, Tanudiredja, Wibisana, Rintis & Rekan or a new name which will replace
 the name of KAP Tanudiredja, Wibisana, Rintis & Rekan in the future, but is still a member of the PricewaterhouseCoopers network of firms,
 registered with the OJK, to audit the Company's financial statements for the financial year ending on December 31, 2024, and provide the
 Company’s Board of Directors with the authority to determine the honorarium and other requirements related to this appointment in
 accordance with the applicable provisions regarding the appointment of the said public accountant.

FOURTH AGENDA

    Number of Shareholders               There is 1 (one) Shareholder and/or Representative of the Shareholder who raised a question
    who raised questions
    Result of the Voting                     Approve                               Abstain                                 Disapproving
                                     108.829.359.032 shares                   266,917,450 shares                        15,862,400 shares
                                    or 99.74% of those present            or 0.245% of those present                or 0.015% of those present




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Decision:
 1. Approve the appointment of The Ivan Cahyadi, who currently serves as Director of the Company, as President Director of the Company
      who will replace Vasileios Gkatzelis, effective from May 1, 2024, with a term of office until the close of the Annual General Meeting of
      Shareholders in 2025. Additionally, to approve the release and discharge (acquit et de charge) to Vasileios Gkatzelis from any and all
      liabilities and responsibilities in respect of his managerial activities performed in the interest of the Company for the period from January
      1, 2024, up to and including April 30, 2024, to the extend that such activities are reflected in the audited Financial Statements of the
      Company ended on December 31, 2024.

 2.   Approve the appointment of Yohan Lesmana Tjhin as Director of the Company effective as of June 1, 2024, with a term of office until the
      closing of the Annual General Meeting of Shareholders in 2025.

      Thus, the composition of the Board of Directors of the Company shall be as follows:

      Board of Directors:
      President Director                   : The Ivan Cahyadi
      Director                             : Sergio Colarusso
      Director                             : Elvira Lianita
      Director                             : Sharmen Karthigasu
      Director                             : Gunnar Beckers
      Director                             : Andre Dahan
      Director                             : Johan Bink
      Director                             : Yohan Lesmana Tjhin

 3.   Approve the granting of authorization to the Board of Directors and/or Corporate Secretary of the Company with substitution right to
      restate the resolution in a notarial deed, and to perform any and all acts required by the authorized institutions and in general, to perform
      any and all acts deemed necessary or appropriate in relation to the appointment of members of the Board of Directors, including to
      make amendments and/or supplements in a form required for the change of composition of the Board of Directors of the Company to
      be accepted by the authorized institutions.




                                                           Jakarta, April 25, 2024
                                                    PT Hanjaya Mandala Sampoerna Tbk.
                                                           The Board of Directors




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