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20260305_PTMR_Rencana Transaksi Material Dengan Persetujuan RUPS_32041332_lamp2.pdf
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AMENDMENT AND/OR SUPPLEMENTAL
INFORMATION TO THE DISCLOSURE OF
INFORMATION TO THE SHAREHOLDERS OF PT
MASTER PRINT TBK
IN ORDER TO COMPLY WITH FINANCIAL SERVICES AUTHORITY REGULATION NUMBER
17/POJK.04/2020 CONCERNING MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS
ACTIVITIES (“POJK 17/2020”) AND FINANCIAL SERVICES AUTHORITY REGULATION NUMBER
42/POJK.04/2020 CONCERNING AFFILIATE TRANSACTIONS AND CONFLICTS OF INTEREST
(“POJK 42/2020”)
THIS INFORMATION IS PREPARED FOR THE SHAREHOLDERS IN RELATION TO (I) THE PROPOSED
CHANGE IN BUSINESS ACTIVITIES OF THE COMPANY; (II) THE SALE OF ASSETS AND LIABILITIES
OF THE COMPANY TO PT MITRA PACK TBK; AND (III) THE ACQUISITION OF 49,00% OWNERSHIP
IN PT SAMUDERA LAYAR NUSANTARA BY THE COMPANY (THE “PLANNED TRANSACTIONS”).
THIS INFORMATION IS HIGHLY IMPORTANT AND SHOULD BE CAREFULLY CONSIDERED BY THE
SHAREHOLDERS OF THE COMPANY
PT MASTER PRINT Tbk
("Company")
Main Business Activities:
Engaged in trading as
official distributor and rental of goods
industry
Based in Jakarta, Indonesia
Head Office:
Jl. Pangeran Jayakarta No. 135 Block C12-15, South Mangga Dua
Sawah Besar, South Jakarta
Operational Office:
Perum Duta Garden, Block D No. 43, RT 001 RW 008, Jurumudi Baru Village, Benda District,
Tangerang City.
Phone: 021 – 624-0170
Website : www.masterprint.co.id ; Email: corsec@masterprint.co.id
THIS DOCUMENT CONTAINS INFORMATION TO SHAREHOLDERS IN CONNECTION WITH THE
COMPANY'S PLANS TO:
(i) CHANGE THE COMPANY'S BUSINESS ACTIVITIES ;
(ii) SELL ALL ASSETS AND LIABILITIES TO PT MITRA PACK TBK; AND
(iii) ACQUIRE 49,00% OWNERSHIP IN PT SAMUDERA LAYAR NUSANTARA.
In the event of any doubt regarding any aspect of this Shareholder Disclosure or concerning the actions
you should take, you may consult with your securities broker or registered securities representative,
investment manager, legal advisor, accountant, or other professional advisor.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY, BOTH
INDIVIDUALLY AND JOINTLY, ARE RESPONSIBLE FOR THE COMPLETENESS AND ACCURACY OF ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE AND CONFIRM
THAT THE INFORMATION PRESENTED IS CORRECT AND THERE ARE NO MATERIAL FACTS NOT
PRESENTED THAT MAY CAUSE THIS INFORMATION TO BE MISLEADING .
This Disclosure of Information was published in Jakarta on 5 March 2026.
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I. INTRODUCTION
The information as stated in this Disclosure of Information is prepared in order to fulfill the
Company's obligation to announce the disclosure of information regarding material
transactions and changes in business activities as well as affiliated transactions and conflicts
of interest that the Company will undertake, in connection with:
1. Change of the Company’s business activities to Holding Company Activities (KBLI
64200), Head Office Activities (KBLI 70100), and Other Management Consulting
Activities (KBLI 70209) (“Change of Business Activities”);
2. The sale of all the Company’s Assets and Liabilities, comprising both movable and
immovable property as well as third-party debts in the Company's actual current
condition, to PT Mitra Pack Tbk (“PTMP”) for a value of Rp102,184,994,617 (one
hundred two billion one hundred eighty-four million nine hundred ninety-four thousand
six hundred seventeen Rupiah) (“Assets and Liabilities Sale Transaction”);
3. The acquisition of all shares held by Darmawan Wangsa in PT Samudera Layar
Nusantara (“SLN”) by the Company, with a total nominal value of Rp89,518,000,000
(eighty-nine billion five hundred eighteen million Rupiah), or 68,600 shares representing
49.00% (forty-nine percent) of SLN’s total issued and paid-up capital (“SLN Acquisition
Transaction”).
The three actions as described in points 1 and 3 above are hereinafter collectively considered
and referred to as the Planned Transaction.
In connection with the proposed Change of Business Activities as referred to in point 1 above
and in accordance with the provisions of OJK Regulation (POJK) No. 17/2020, the Company
intends to seek approval from its Shareholders at an Extraordinary General Meeting of
Shareholders (“EGMS”). As of the date hereof, the Company has not included the KBLI for a
holding company in its business scope. Consequently, a change of business activities and a
corresponding amendment to the Company’s Articles of Association are required.
Furthermore, the Company also submits the Disclosure of Information and supporting
documents in relation to the Planned Transaction and the proposed Change in Business
Activities, in accordance with the provisions set forth in POJK 17/2020.
Furthermore, the implementation of the Assets and Liabilities Sale Transaction as referred
to in point 2 above is set forth in a Master Agreement, as amended from time to time, dated
February 26, 2026 (“Master Agreement”). The types of assets and liabilities sold to PT Mitra
Pack Tbk comprise all assets and liabilities consisting of both movable and immovable
property, as well as third-party debts, in their actual current condition.
The implementation of the SLN Acquisition Transaction as referred to in point 3 above is set
forth in a Conditional Share Sale and Purchase Agreement (“CSPA”) dated January 7, 2026,
entered into by and between Darmawan Wangsa, as the seller, and the Company, as the
purchaser (“SLN Acquisition CSPA”).
The Company’s planned transaction will be carried out in stages and will be interrelated. In
the first stage, the Company will sell all of its assets and liabilities to PT Mitra Pack Tbk.
Subsequently, concurrently, the Company will carry out the acquisition of all shares owned by
Darmawan Wangsa in PT Samudera Layar Nusantara, representing 49.00% (forty-nine
percent) of the total issued and fully paid-up share capital.
The plan to change the Company’s business activities will be carried out following the
completion of the Acquisition Transaction of the Company by DS. The Board of Directors and
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the Board of Commissioners of the Company, both individually and collectively, shall comply
with and fulfill the provisions regarding the change of business activities as regulated under
Financial Services Authority Regulation No. 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities (“POJK 17/2020”).
Pursuant to the provisions of Article 3 paragraph (1) in conjunction with Article 6 paragraph
(1) letter d number 1 in conjunction with Article 14 letter a of POJK 17/2020:
1. The Asset and Liability Sale Transaction constitutes a material transaction requiring
approval from an Independent General Meeting of Shareholders (Independent GMS),
as its value exceeds 50% of the Company’s equity and it also constitutes an affiliated
transaction, given that PT Mitra Pack Tbk is an affiliate of the Company (i.e., the
controlling shareholder of the Company). The transaction value amounts to
Rp102,184,994,617 (one hundred two billion one hundred eighty-four million nine
hundred ninety-four thousand six hundred seventeen Rupiah), which, when compared
to the Company’s total equity as of 30 September 2025 of Rp88,177,148,690 (eighty-
eight billion one hundred seventy-seven million one hundred forty-eight thousand six
hundred ninety Rupiah), represents 115.89% of the Company’s equity.
2. The SLN Acquisition Transaction constitutes a material transaction requiring approval
from an Independent General Meeting of Shareholders (Independent GMS), as its
value exceeds 50% (fifty percent) of the Company’s equity and also constitutes a
transaction which, when combined with the acquisition of control of the Company by
DS (i.e., for the purpose of aligning the Company’s policies and operations with the
business lines, business activities, competencies, and business strategies of the
prospective new controlling shareholder), potentially involves a conflict of interest.
The transaction value amounts to Rp89,518,000,000 (eighty-nine billion five hundred
eighteen million Rupiah), which, when compared to the Company’s total equity as of
30 September 2025 of Rp88,177,148,690 (eighty-eight billion one hundred seventy-
seven million one hundred forty-eight thousand six hundred ninety Rupiah),
represents 101.52% of the Company’s equity.
The Company will convene an Independent General Meeting of Shareholders to obtain
approval from the Independent Shareholders in relation to the proposed Asset and Liability
Purchase Transaction and the SLN Acquisition Transaction, and to comply with all procedural
requirements for material transactions, affiliated transactions, and conflict-of-interest
transactions as stipulated under POJK No. 17/2020 and POJK No. 42/2020.
The Board of Directors and the Board of Commissioners of the Company, both jointly and
severally, shall comply with and fulfill the provisions regarding the change of business
activities as regulated under Financial Services Authority Regulation No. 17/POJK.04/2020
concerning Material Transactions and Changes in Business Activities (“POJK 17/2020”).
The Board of Directors and the Board of Commissioners of the Company, both jointly and
severally, hereby declare that the Assets and Liabilities Sale Transaction and the SLN
Acquisition Transaction constitute Material Transactions and a change of business activities
as referred to in POJK 17/2020, as well as Affiliated Party Transactions as referred to in
Financial Services Authority Regulation No. 42/POJK.04/2020 concerning Affiliated Party
Transactions and Conflict of Interest Transactions (“POJK 42/2020”). The Assets and
Liabilities Sale Transaction also potentially constitute a Conflict of Interest Transaction as
referred to in POJK 42/2020.
This Disclosure of Information is prepared in order to fulfill the Company’s obligation to
provide public disclosure regarding the Change of Business Activities and the Transaction
Plans to be implemented by the Company, and to obtain approval from the Company’s
Shareholders through an Extraordinary General Meeting of Shareholders (“EGMS”)
regarding the Change of Business Activities as required under Article 22 paragraph (1) letter
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a of POJK 17/2020, as well as the approval of the Company’s Independent Shareholders
through an Independent Extraordinary General Meeting of Shareholders (“Independent
EGMS”) regarding the Assets and Liabilities Sale Transaction and the SLN Acquisition
Transaction as required under Article 11 paragraph (1) letter d of POJK 42/2020.
To date, the Company does not require any prior approval, notification, or licensing from
creditors, competent authorities, and/or other parties in connection with the proposed
transaction, with the exception of approval from the Company’s shareholders at an
Extraordinary General Meeting of Shareholders (EGMS) and from independent shareholders
at an Independent EGMS.
Similarly, Deep Source Pte. Ltd. (“DS”), as the prospective controlling shareholder of the
Company, does not require any prior approval, notification, or licensing from creditors,
competent authorities in Singapore (the domicile of DS), and/or other parties in connection
with the proposed transaction, including approval from DS shareholders.
Furthermore, PT Samudera Layar Nusantara (“SLN”), the entity to be acquired by the
Company in conjunction with the proposed transaction, does not require any prior approval,
notification, or licensing from creditors, competent authorities, and/or other parties
regarding the proposed transaction or the acquisition plan, except for the approval of SLN’s
General Meeting of Shareholders (GMS). This approval constitutes a condition precedent for
the acquisition transaction. Informally, all SLN shareholders have been informed of the
acquisition plan and will provide formal consent prior to the closing of the Company’s
transaction and the SLN acquisition.
As of this date, the Company has no outstanding debt to any bank, as it has fully settled its
obligations to Bank Mandiri in accordance with Letter No. CMB.SBG/SM04.JGR.1009/2025
dated November 27, 2025. Consequently, there are no restrictions on the distribution of
dividends following the transaction.
II. DESCRIPTION OF THE PLANNED TRANSACTION
In connection with the proposed Change in Business Activities, the Asset and Liability Sale
Transaction, and the SLN Acquisition Transaction, the following is the sequence of the
planned transaction timeline to be carried out by the Company:
● An Extraordinary General Meeting of Shareholders (EGMS) and an Independent EGMS
to approve the entire series of proposed transactions, to be held on 3 March 2026;
● The sale of the Company’s assets and liabilities to PT Mitra Pack Tbk (PTMP), to be
conducted on 4 March 2026;
● The completion of the acquisition by the Company of all shares owned by Darmawan
Wangsa in PT Samudera Layar Nusantara (SLN), to be carried out on 4 March 2026.
Subsequently, the following provides the explanation and description of the overall
transaction plans:
1. Change of Business Activity
A. Execution Date
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The Change of Business Activities will be implemented concurrent with the
Extraordinary General Meeting of Shareholders (“EGMS”) on March 3, 2026.
B. Object of the Change of Business Activities
The change of the Company’s business activities to Holding Company Activities
(KBLI 64200), Head Office Activities (KBLI 70100), and Other Management
Consulting Activities (KBLI 70209).
2. Asset and Liability Sale Transactions
A. Transaction Date
The Transaction shall be carried out concurrently with the Independent Extraordinary
General Meeting of Shareholders (“Independent EGMS”) or no later than one (1)
business day after the date of such EGMS.
B. Transaction Object
The Transaction Object consists of the total net assets of PTMR valued at
Rp102,184,994,617 (one hundred two billion one hundred eighty-four million nine
hundred ninety-four thousand six hundred seventeen Rupiah). This transaction is
classified as an asset acquisition, except for the transaction involving PTMR’s shares
in PT Global Putra Kusuma (GPK), which is classified as a business acquisition.
The Assets and Liabilities transferred to PTMP are as follows:
a. Land And Buildings: amounting to Rp10,317,360,000.00, with the following
details:
i. SHGB 37143 and SHGB 36732: Rp6,902,400,000.00;
ii. SHGB 5325 and SHGB 5330: Rp3,414,960,000.00;
b. Vehicles: Rp3,156,860,000.00;
c. Machinery: Rp1,022,247,000.00;
d. Office Equipment/Inventory: Rp397,219,500.00;
e. Inventory: Rp11,865,280,000.00;
f. GPK Shares: Rp29,601,000,000.00;
g. Receivables: Rp51,524,576,185.00, with the following details:
(i) Trade Receivables: Rp15,598,528,215.00;
(ii) Other Receivables: Rp35,926,047,970.00;
h. Prepaid Expenses: Rp413,994,018.00;
i. Right-Of-Use Assets: Rp4,116,700,998.00;
j. Liabilities: Rp46,011,345,050.00, with the following details:
(i) Short-term Bank Loans: Rp12,100,000.00;
(ii) Third-party Trade Payables: Rp19,866,608,962.00;
(iii) Other Payables: Rp370,627,918.00;
(iv) Sales Advances: Rp2,293,973,967.00;
(v) Accrued Expenses: Rp863,249,042.00;
(vi) Lease Liabilities: Rp754,145,754.00;
(vii) Consumer Financing Payables: Rp265,694,455.00;
(viii) Long-term Lease Liabilities: Rp2,678,583,203.00;
(ix) Long-term Consumer Financing Payables: Rp568,880,227.00;
(x) Employee Benefit Liabilities: Rp6,249,581.522.00;
k. Cash And Bank Balances: Rp2,312,694,978.00;
l. Advances/Prepayments: Rp33,468,406,988.00.
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The Company hereby declares that all the aforementioned assets, which are the
object of the sale transaction, are not currently pledged to any bank as collateral for
credit facilities obtained by the Company, nor to any other third party. These assets
are also free from any disputes, are not under any conservatory attachment (sita
jaminan), and are not the subject of any ongoing legal proceedings.
The Company’s assets transferred in this transaction, specifically the GPK shares and
land and buildings, are recorded and valued based on their Fair Value, as determined
by an Independent Appraiser. Accordingly, the transaction value has taken into
account the fair value of the net assets transferred.
Other assets included in the transaction are recorded based on Historical Cost and/or
Amortized Cost in accordance with Generally Accepted Accounting Principles (GAAP)
in Indonesia.
The Company has appointed KJPP Syarif, Endang dan Rekan as the Independent
Appraiser to perform the valuation of the GPK shares as well as the Company’s land
and building assets.
The basis for the sale of the Company’s assets is as elaborated in Section III:
Explanation, Considerations, and Rationale for the Proposed Transaction and its
Impact on the Company’s Financial Condition of this Disclosure of Information.
The impact on business continuity, reviewed from various aspects including legal,
market, technical, business pattern, management model, and financial aspects, in
order to comply with the provisions of POJK 17/2020, is as elaborated in Sections VII,
VIII, IX, and X of this Disclosure of Information.
1) A Brief History of GPK
PT Global Putra Kusuma (“ GPK ”) was established based on Notarial Deed of
Novianti, SH, MM, No. 3 dated September 1, 2014. The deed of establishment has
been approved by the Ministry of Law and Human Rights of the Republic of
Indonesia in Decree No. AHU-0091621.40.80.2014 dated September 10, 2014 (“
Deed of Establishment ”).
The Company's Articles of Association have been amended several times. The
latest amendment was based on Deed of Stephanie Wilmarta, SH, No. 44 dated
August 13, 2025, concerning reappointment of the Board of Commissioners and
the Board of Directors. This amendment has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia through Decree No. AHU-
0194056.AH.01.11. year 2025 dated August 21, 2025 (" Deed 44/2025 ").
2) Company's address
PT Global Putra Kusuma is domiciled at Prima Jayakarta Complex 135 Block B 20,
Jl. Pangeran Jayakarta, South Mangga Dua, Sawah Besar, Central Jakarta.
3) GPK Business Activities
PT Global Putra Kusuma is engaged in the wholesale trade of machinery,
equipment and other supplies.
4) Structure and Composition of GPK Shareholders
Based on the Deed of Statement of Decision of Shareholders of PT Global Putra
Kusuma No. 44 dated August 13, 2025, Stephanie Wilmarta SH, Notary in
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Jakarta, which has been approved by the Minister of Law and Human Rights of
the Republic of Indonesia based on Decree No. AHU-0194056.AH.01.11. year
2025 dated August 21, 2025. The capital structure and composition of the
Company's shareholders are as follows:
Nominal Value of Rp. 100.000,00 per share
Information Number of
Amount (Rp) (%)
Shares
Authorized capital 1.000.000 100.000.000.000
Shareholders:
- PT Master Print Tbk 247.500 24.750.000.000 99,00%
- PT Kencana Usaha Sentosa 2.500 250.000.000 1,00%
Amount of Issued and Fully 250.000 25.000.000.000 100,00%
Paid-Up Capital
Shares in Portfolio 750.000 75.000.000.000
5) GPK Management Structure
The composition of the Board of Directors and Board of Commissioners of GPK at
the time this information disclosure was published based on the latest Deed of
Amendment is as follows:
Board of Commissioners
Main Commissioner : Ardi Kusuma
Commissioner : Jessica Kusuma
Independent Commissioner : Ilham Djaja
Board of Directors
President Director : Tungga Wijaya
Director : Edward Kusuma
Director : Cindy Kusuma
6) GPK Financial Information
The table below illustrates the summary of important financial data of PT Global
Putra Kusuma: (i) on December 31 for the period ended in 2024 audited by KAP
Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on
Auditing Standards established by the Indonesian Institute of Public Accountants
(IAPI) with an unqualified opinion dated March 25, 2025, signed by Helli IB
Susetyo, CPA; (ii) on September 30 for the period ended in 2025 audited by KAP
Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on
Auditing Standards established by the Indonesian Institute of Public Accountants
(IAPI) with an unqualified opinion dated December 29, 2025, signed by Helli IB
Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 41.974.664.740 48.422.394.828
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Total Liabilities 24.398.856.042 22.449.527.883
Total Equity 17.575.808.698 25.972.866.945
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Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Net Sales 18.606.059.057 15.891.435.742
Gross Profit 5.952.206.305 6.769.103.061
Net Profit (Loss) for the
(8.108.088.232) 3.632.753.696
Current Period
C. Parties involved in Transactions
Buyer : PTMP
Seller : Company
The following is information about PTMP:
1) A Brief History of PTMP
PTMP was established on May 25 2000, based on Deed no. 257 from Drajat
Darmadji, SH, M. Hum, Notary in Jakarta. The deed of establishment has
been ratified by the Minister of Law and Human Rights of the Republic of
Indonesia with Decree No. C24427.HT.01.01.Th.2000. dated November 21,
2000 (“Deed of Establishment of PTMP ”).
The Group's Articles of Association have been amended several times, most
recently based on Deed No. 86 dated September 12, 2022 from Christina Dwi
Utami SH, M.Kn., Notary in West Jakarta which has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia with Decree
No. AHU-AH.01.03-0290444 dated September 12, 2022 (" Deed 86/2022 ").
2) Address of PT Mitra Pack Tbk
PTMP's domicile is on Jalan Pangeran Jayakarta, 135 Prima Jayakarta
Complex Block B 20 South Mangga Dua, Sawah Besar, South Mangga Dua
Subdistrict, Sawah Besar District, Central Jakarta, DKI Jakarta Province.
3) Business Activities of PT Mitra Pack Tbk
The company operates in the following business sectors:
a. Wholesale of Machinery, Equipment and Other Supplies
b. Wholesale Trade in Chemical Materials and Goods
c. Rental and Leasing Activities Without Option Rights – Machinery,
Equipment and Other Tangible Goods that cannot be classified
elsewhere
d. Machine Repair for Special Purposes
e. Wholesale of Other Products that cannot be classified elsewhere
f. Wholesale of Electronic Spare Parts
The business activities currently and actually conducted by PTMP consist of
the authorized distribution and leasing of industrial packaging equipment,
including spare parts and technical services such as coding, marking,
labeling, and product inspection systems.
4) Capital Structure and Share Ownership
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Based on the Deed of Decree of the Shareholders of PT Mitra Pack Tbk No.
86 dated 12 September 2022, Christina Dwi Utami SH, M.Kn., Notary in West
Jakarta, which has been approved by the Minister of Law and Human Rights
of the Republic of Indonesia based on Decree No AHU-AH.01.03-0290444
dated 12 September 2022. The capital structure and composition of PTMP
shareholders are as follows:
Nominal Value of Rp 25.00.- per share
Information
Number of Shares Amount (Rp) (%)
Authorized capital 9.476.800.000 236.920.000.000
Shareholders:
- PT Kencana Usaha 2.298.124.000 57.453.100.000 72,51%
Sentosa
- Jessica Kusuma 23.692.000 592.300.000 0,75%
- Cindy Kusuma 23.692.000 592.300.000 0,75%
- Edward Kusuma 23.692.000 592.300.000 0,75%
- Public 800.000.000 20.000.000.000 25,24%
Amount of Issued and
3.169.200.000 79.230.000.000 100,00%
Fully Paid-Up Capital
Shares in Portfolio 6.307.600.000 157.690.000.000
5) Board of Directors and Commissioners
The composition of the Board of Directors and Board of Commissioners of
PTMP at the time this information disclosure was published based on the
latest Deed of Amendment is as follows:
Board of Commissioners
Main Commissioner : Jessica Kusuma
Commissioner : Tungga Wijaya
Independent Commissioner : Drs. Gilbert Rely, SH, SE
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
6) Financial Information
The table below illustrates the Company's consolidated financial data
highlights: (i) as of December 31 for the period ended in 2024 audited by KAP
Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on
Auditing Standards established by the Indonesian Institute of Public
Accountants (IAPI) with an unqualified opinion dated March 25, 2025, signed
by Helli IB Susetyo, CPA; (ii) as of September 30 for the period ended in 2025
audited by KAP Kanaka Puradiredja, Suhartono, Independent Public
Accountant, based on Auditing Standards established by the Indonesian
Institute of Public Accountants (IAPI) with an unqualified opinion dated
December 29, 2025, signed by Helli IB Susetyo, CPA.
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Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 290.158.790.171 334.864.065.589
Total Liabilities 100,042,858,428 102.586.997.777
Total Equity 190.115.931.743 232.277.067.812
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Sales Net 147.594.701.531 136.574.090.252
Gross Profit 46.281.717.463 48.205.687.893
Net Profit (Loss) for
the Current Period (41.904.588.054) 8.311.158.115
The following is information regarding the Company :
1) Brief History of the Company
PT Master Print (the “Company”) was established in Jakarta based on Deed
No. 44 dated May 26, 2006, drawn up before H. Warman, SH, Notary in
Jakarta. The deed of establishment has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia with Decree No. C-22993
HT.01.TH.2006 dated August 7, 2026 (“ Deed of Establishment of the
Company ”).
The Company's Articles of Association have been amended several times,
most recently by Notarial Deed No. 21 of Putra Hutomo, SH, M.Kn., dated
October 8, 2024, concerning the increase in authorized capital, issued and
paid-up capital. The amendment deed has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia in Decree No. AHU-
AH.01.03-0199591 dated October 8, 2024 (" Deed 21/2024 ")
2) Company's address
The Company's domicile and head office are located in Jakarta, with the
address at Jl. Pangeran Jayakarta 135 Block C 12-15, Mangga Dua Selatan
Village, Sawah Besar District, Central Jakarta.
3) Company Business Activities
In accordance with Article 3 of the Company's Articles of Association , the
Company is engaged in the wholesale trade of machinery, equipment and
other supplies, wholesale trade of other products that cannot be classified
elsewhere, rental and leasing activities without option rights of machinery,
equipment and other tangible goods that cannot be classified elsewhere,
wholesale trade of electronic spare parts and wholesale of chemical
materials and goods.
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4) Capital Structure and Shareholder Composition of the Company
of the Company's Shareholders No. 21 dated October 8, 2024, made before
Putra Hutomo, SH, M.Kn., Notary in Jakarta, which has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia based on
Decree No. AHU-AH.01.03-0199591 dated October 8, 2024, the capital
structure and composition of the Company's shareholders are as follows:
Nominal Value of Rp 25.00.- per share
Information Number of Amount (Rp) (%)
Shares
Authorized capital 5.888.000.000 147.200.000.000
Shareholders:
- PT Mitra Pack Tbk 1.457.280.000 36.432.000.000 76,42%
- Ardi Kusuma 14.720.000 368.000.000 0,77%
- Public 435.000.000 10.875.000.000 22,81%
Amount of Issued and Fully 1.907.000.000 47.675.000.000 100,00%
Paid-Up Capital
Shares in Portfolio 3.981.000.000 99.525.000.000
5) Board of Directors and Commissioners
the Company's Board of Directors and Board of Commissioners at the time
this information disclosure was published based on the latest Deed of
Amendment is as follows:
Board of Commissioners
Main Commissioner : Jessica Kusuma
Commissioner : Ilham Djaja
Independent Commissioner : Heriyadi
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
Director : Tungga Wijaya
6) Company Financial Information
The table below illustrates the summary of PTMR's consolidated financial
data: (i) as of December 31 for the period ended in 2024 audited by KAP
Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on
Auditing Standards established by the Indonesian Institute of Public
Accountants (IAPI) with an unqualified opinion dated March 25, 2025, signed
by Helli IB Susetyo, CPA; (ii) as of September 30 for the period ended in 2025
audited by KAP Kanaka Puradiredja, Suhartono, Independent Public
Accountant, based on Auditing Standards established by the Indonesian
Institute of Public Accountants (IAPI) with an unqualified opinion dated
December 29, 2025, signed by Helli IB Susetyo, CPA.
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Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 143.775.377.160 159.592.481.736
Total Liabilities 55.598.228.470 60.397.809.378
Total Equity 88.177.148.690 99.194.672.359
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Net Sales 97.308.765.210 128.819.630.162
Gross Profit 25.594.536.047 36.305.830.299
Net Profit (Loss) for
the Current Period (10.503.915.995) 6.887.304.070
D. Affiliate Relationships
1) Name of the Party Conducting the Transaction and Its Relationship with the
Company
The Company and PTMP.
2) Nature of the Affiliation Relationship between the Party Conducting the
Transaction and
the Company
PTMP is the controlling shareholder of the Company.
E. Transaction Value
The transaction value for the sale of assets and liabilities amounts to
Rp102.184.994.617 (one hundred two billion one hundred eighty-four million nine
hundred ninety-four thousand six hundred seventeen Rupiah), as stipulated in the
Master Agreement.
Brief description of Asset and Liability Sale Transactions
Agreement Master Agreement
Date January 23, 2026
Bacground For the sale of the Company's assets and
liabilities to PTMP
Trasanction Value Rp102,184,994,617.00 (one hundred
two billion one hundred eighty-four
million nine hundred ninety-four
thousand six hundred seventeen
Rupiah)
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Page 14
Object a. a. LAND AND BUILDINGS:
Rp10,317,360,000 (ten billion three
hundred seventeen million three
hundred sixty thousand Rupiah), with
the following breakdown of each land
and building:
b. i. SHGB 37143 and SHGB 36732:
Rp6,902,400,000 (six billion nine
hundred two million four hundred
thousand Rupiah);
c. ii. SHGB 5325 and SHGB 5330:
Rp3,414,960,000 (three billion four
hundred fourteen million nine hundred
sixty thousand Rupiah);
d. b. VEHICLES: Rp3,156,860,000 (three
billion one hundred fifty-six million eight
hundred sixty thousand Rupiah);
e. c. MACHINERY: Rp1,022,247,000 (one
billion twenty-two million two hundred
forty-seven thousand Rupiah);
f. d. INVENTORY/OFFICE EQUIPMENT:
Rp397,219,500 (three hundred ninety-
seven million two hundred nineteen
thousand five hundred Rupiah);
g. e. SUPPLIES/INVENTORIES:
Rp11,865,280,000 (eleven billion eight
hundred sixty-five million two hundred
eighty thousand Rupiah);
h. f. GPK SHARES: Rp29,601,000,000
(twenty-nine billion six hundred one
million Rupiah);
i. g. RECEIVABLES: Rp51,524,576,185
(fifty-one billion five hundred twenty-
four million five hundred seventy-six
thousand one hundred eighty-five
Rupiah), with the following breakdown:
j. i. Trade Receivables: Rp15,598,528,215
(fifteen billion five hundred ninety-eight
million five hundred twenty-eight
thousand two hundred fifteen Rupiah);
k. ii. Other Receivables:
Rp35,926,047,970 (thirty-five billion
nine hundred twenty-six million forty-
seven thousand nine hundred seventy
Rupiah);
l. h. PREPAID EXPENSES: Rp413,994,018
(four hundred thirteen million nine
hundred ninety-four thousand eighteen
Rupiah);
m. i. RIGHT-OF-USE ASSETS:
Rp4,116,700,998 (four billion one
hundred sixteen million seven hundred
thousand nine hundred ninety-eight
Rupiah);
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Page 15
n. j. LIABILITIES: Rp46,011,345,050 (forty-
six billion eleven million three hundred
forty-five thousand fifty Rupiah), with
the following breakdown of payables:
o. i. Short-term Bank Loans:
Rp12,100,000,000 (twelve billion one
hundred million Rupiah);
p. ii. Third-party Trade Payables:
Rp19,866,608,962 (nineteen billion
eight hundred sixty-six million six
hundred eight thousand nine hundred
sixty-two Rupiah);
q. iii. Other Payables: Rp370,627,918
(three hundred seventy million six
hundred twenty-seven thousand nine
hundred eighteen Rupiah);
r. iv. Sales Advances: Rp2,293,973,967
(two billion two hundred ninety-three
million nine hundred seventy-three
thousand nine hundred sixty-seven
Rupiah);
s. v. Accrued Expenses: Rp863,249,042
(eight hundred sixty-three million two
hundred forty-nine thousand forty-two
Rupiah);
t. vi. Lease Liabilities: Rp754,145,754
(seven hundred fifty-four million one
hundred forty-five thousand seven
hundred fifty-four Rupiah);
u. vii. Consumer Financing Payables:
Rp265,694,455 (two hundred sixty-five
million six hundred ninety-four thousand
four hundred fifty-five Rupiah);
v. viii. Long-term Lease Liabilities:
Rp2,678,583,203 (two billion six
hundred seventy-eight million five
hundred eighty-three thousand two
hundred three Rupiah);
w. ix. Long-term Consumer Financing
Payables: Rp568,880,227 (five hundred
sixty-eight million eight hundred eighty
thousand two hundred twenty-seven
Rupiah);
x. x. Employee Benefit Liabilities:
Rp6,249,581,522 (six billion two
hundred forty-nine million five hundred
eighty-one thousand five hundred
twenty-two Rupiah);
y. k. CASH AND BANK BALANCES:
Rp2,312,694,978 (two billion three
hundred twelve million six hundred
ninety-four thousand nine hundred
seventy-eight Rupiah);
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Page 16
z. l. ADVANCES/PREPAYMENTS:
Rp33,468,406,988 (thirty-three billion
four hundred sixty-eight million four
hundred six thousand nine hundred
eighty-eight Rupiah).
aa.
Dispute Resolution South Jakarta District Court
In the event that the approval of the Independent GMS from either or both parties is not
obtained by the specified deadline, this Agreement shall be deemed null and void and shall
have no further legal effect on the parties.
3. SLN Acquisition Transaction
A. Transaction Date
The Transaction shall be carried out concurrently with the Independent Extraordinary
General Meeting of Shareholders (“Independent EGMS”) or no later than one (1)
business day after the date of such EGMS.
B. Transaction Object
The object of the transaction is 68.600 (sixty eight thousand six hundred rupiah)
shares or 49,00 % (forty nine percent) of all issued and fully paid-up capital in SLN.
The following is information regarding SLN:
1) A Brief History of SLN
PT Samudera Layar Nusantara (“SLN”) was established based on Notarial Deed
No. 7 dated August 28, 2022, by Robert Prasetia Mulia, SH, MKn., a Notary in
Cirebon. The deed of establishment has been approved by the Minister of Law and
Human Rights of the Republic of Indonesia through Decree No. AHU-
0171875.AH.01.11 of 2022 dated August 31, 2022.
The Company's Articles of Association have been amended several times, most
recently by Notarial Deed No. 03 dated June 20, 2025, issued by Robert Prasetia
Mulia, SH, M.Kn., a notary in Cirebon Regency, regarding changes to the
composition of shareholders, the composition of commissioners, and directors.
These changes have been accepted and recorded in the Legal Entity
Administration System of the Ministry of Law and Human Rights of the Republic
of Indonesia in Letter No. AHU-0137649.AH.01.11.Year 2025, dated June 20,
2025.
2) SLN Address
The company is domiciled at Gold Coast Office Tower Liberty Floor 21 Unit D,
Pantai Indah Kapuk, Kamal Muara, Penjaringan, North Jakarta Administrative City,
DKI Jakarta.
3) SLN Business Activities
According to the Articles of Association of SLN, SLN has 3 (three) business
activities listed as the company's purposes and objectives in its articles of
association, namely:
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Page 17
a) KBLI 50131 (Domestic Sea Freight for General Cargo);
b) KBLI 50133 (Domestic Sea Freight for Special Cargo); and
c) KBLI 50134 (Domestic Pioneer Sea Freight for Cargo).
Nevertheless, in its current practice, SLN is only operating the business activities
as covered under KBLI 50131 and KBLI 50134.
PT Samudera Layar Nusantara holds a Business Identification Number (Nomor
Induk Berusaha/NIB) No. 0109220053144, which was issued on 1 September
2022 and subsequently amended for the first time on 31 July 2025, and serves as
proof of the company’s registration.
4) Capital Structure and Shareholder Composition of SLN
Based on the Deed of Statement of Decision of Shareholders of PT Samudera Layar
Nusantara No. 03 dated June 20, 2025 from Robert Prasetia Mulia, SH, M.Kn.,
notary in Cirebon Regency which has been approved by the Minister of Law and
Human Rights of the Republic of Indonesia based on Decree No. AHU-
0137649.AH.01.11.Tahun 2025, dated June 20, 2025. The capital structure and
composition of SLN shareholders are as follows:
Nominal Value of Rp1.000.000,00 per share
Information Number of Amount (Rp) (%)
Shares
Authorized capital 140.000 140.000.000.000
Shareholders:
- PT Prima Dharma 71.400 71.400.000.000 51,00 %
Karsa
- Mr. Darmawan 68.600 68.600.000.000 49,00 %
Wangsa
Amount of Issued and 140.000 140.000.000.000 100,00%
Fully Paid-Up Capital
Shares in Portfolio - -
The Ultimate Beneficial Owner of SLN is the individual Darmawan Wangsa
himself.
Darmawan Wangsa (formerly known as Wang Dezhou) has changed his
nationality, as evidenced by the issuance of an Indonesian National Identity Card
(Kartu Tanda Penduduk of the Republic of Indonesia) on 11 March 2020.
Furthermore, based on the Decision of the North Jakarta District Court No.
676/Pdt.P/2025/PN Jkt Utr dated 8 August 2025, the change of name to
Darmawan Wangsa was approved, and an Indonesian National Identity Card
under the name Darmawan Wangsa was issued on 20 November 2025.
5) Board of Directors and Commissioners
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Page 18
The composition of the Board of Directors and Board of Commissioners of SLN at
the time this information disclosure was published based on the latest Deed of
Amendment is as follows:
Board of Commissioners
Commissioner : Wang Jinge
Board of Directors
Director : Darmawan Wangsa
6) Financial Information
The table below illustrates the summary of SLN's important financial data : (i) as
of December 31 for the period ended in 2024 audited by KAP Anwar and Partners,
Independent Public Accountants, based on Auditing Standards established by the
Indonesian Institute of Public Accountants (IAPI) with an unqualified opinion
dated November 26, 2025, signed by Soaduon Tampubolon; (ii) as of September
30 for the period ended in 2025 audited by KAP Anwar and Partners, Independent
Public Accountants, based on Auditing Standards established by the Indonesian
Institute of Public Accountants (IAPI) with an unqualified opinion dated
November 26, 2025, signed by Soaduon Tampubolon.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 171.853.242.363 152.794.867.717
Total Liabilities 1.485.843.103 2.092.464.831
Total Equity 170.367.399.260 150.702.402.886
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Income 57.577.635.877 21.736.884.591
Gross Profit 21.399.546.963 3.599.567.616
Net Profit (Loss) for the
Current Period 19.661.877.515 (295.545.174)
The legal basis of the contractual arrangements underlying the revenue
projections of SLN forms part of the working papers (analytical documents) of
the SLN share valuation engagement and the Company’s feasibility study
prepared by KJPP Syarif, Endang, dan Rekan, whereby established business
relationships with SLN’s service users constitute the basis for SLN’s revenue
projections. Sea transportation contracts have been entered into with PT Huaxin
Mining Group, PT Merano Karya Bahari, PT Marin Mitra Nusantara, and PT Prima
Dharma Karsa. As of the date of preparation of the share valuation report and the
feasibility study, no new sea transportation contracts for the year 2026 had been
executed, and only existing ongoing contracts were available.
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Page 19
C. Parties involved Transactions
Buyer : Company
Seller : Darmawan Wangsa
The following is information regarding the Seller and Buyer in the SLN Acquisition
Transaction:
A) Seller Information
Darmawan Wangsa was born in Henan on March 20, 1963 , is an Indonesian
citizen, residing at Pantai Mutiara Block AG No. 10, RT 008, RW 016, Pluit Village,
Penjaringan District, North Jakarta Administrative City, DKI Jakarta Province , and
is a Director at PT Samudera Layar Nusantara.
B) Buyer Information
Information related to the buyer is as stated in Chapter III number 1 letter B of
this Information Disclosure.
D. Affiliate Relationships and the Nature of Conflicts of Interest
1) Name of the parties conducting the transaction and their relationship with the
Company
The Company and Darmawan Wangsa.
2) Nature of the affiliation relationship between the transacting party and the
Company
There is no affiliation relationship between the Company and Darmawan Wangsa.
However, the SLN Acquisition Transaction constitutes a transaction that potentially
involves a conflict of interest, as it is conducted in connection with the sale of shares
of PT Mitra Pack Tbk in the Company to Deep Source Pte. Ltd.
E. Transaction Value
The transaction value for the acquisition of 49,00% (forty-nine percent) of SLN’s
shares, as stipulated in the SLN Acquisition CSPA dated January 7, 2026, amounts to
Rp89.518.000.000 (eighty-nine billion five hundred eighteen million Rupiah). The
source of funds for this Transaction originates from the proceeds of the sale of the
Company’s assets and liabilities.
Brief description of CSPA Acquisition of SLN
1) Party
● PT Master Print Tbk (Buyer)
● Darmawan Wangsa (Seller)
2) Acquisition Purchase Agreement (CSPA)
The Seller agrees, immediately after fulfilling all the conditions as referred to in
the SLN Acquisition CSPA, to sell and transfer to the Buyer, and the Buyer agrees
to purchase and accept the delivery of 49.00% of Darmawan Wangsa shares (“
Sold Shares ”) from the Seller along with all rights and benefits attached
thereto, free from all claims and guarantees (“ Transaction ”).
The Seller and Buyer agree that the Transaction will be carried out with a total
sale and purchase price of the Shares Sold of Rp. 89,518,000,000 ( eighty-nine
billion five hundred and eighteen million rupiah ) (“ Transaction Price ”).
The Seller and Buyer agree that for the settlement Transaction, the Parties will
make and sign a deed regulating the sale and purchase and transfer of rights to
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Page 20
all Shares Sold before a notary (" Share Sale and Purchase Deed ") no later than
1 (one) Working Day after all Prerequisites have been fulfilled (" Settlement ").
3) Prerequisite
All approvals, reporting and announcements required for PT Master Print Tbk,
SLN and Tn.Darmawan Wangsa, including but not limited to obtaining approval
from the Independent General Meeting of Shareholders of PT Master Print Tbk
for the SLN Acquisition Transaction.
4) Applicable Law and Dispute Resolution
Applicable law: the laws of the Republic of Indonesia
Dispute Resolution: South Jakarta District Court
4. Transaction Plan Conclusion
A. The Changes of Business Activity
The Company plans to change its business activities to KBLI 64200 (Holding Company
Activities), KBLI 70100 (Head Office Activities), and KBLI 70209 (Other Management
Consulting Activities), which is expected to improve the Company’s performance,
profitability, and long-term growth and to create added value for shareholders.
B. Asset and Liability Sale Transactions
Based on the Company's Financial Statements as of September 30, 2025, which have
been audited by the Public Accounting Firm Kanaka Puradiredja, Suhartono, and
referring to the Asset Valuation Report of PT Master Print Tbk and the Share Valuation
Report of PT Global Putra Kusuma issued by the Office of Public Appraisers (KJPP)
Syarif, Endang dan Rekan dated January 7, 2026.
The basis for the sale of the Company's assets is as described in Section III
(Explanation, Considerations, and Rationale for the Proposed Transaction and the
Impact of the Proposed Transaction on the Company's Financial Condition) of this
Information Disclosure.
The Assets and Liabilities transferred to PTMP are as follows:
a. LAND AND BUILDINGS: amounting to Rp10,317,360,000.00 (ten billion three
hundred seventeen million three hundred sixty thousand Rupiah) with the details of
each land and building as follows:
i. SHGB 37143 and SHGB 36732: Rp6,902,400,000.00;
ii. SHGB 5325 and SHGB 5330: Rp3,414,960,000.00;
b. VEHICLES: Rp3,156,860,000.00;
c. MACHINERY: Rp1,022,247,000.00;
d. INVENTORY/EQUIPMENT: Rp397,219,500.00;
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Page 21
e. SUPPLIES: Rp11,865,280,000.00;
f. GPK SHARES: Rp29,601,000,000.00;
g. RECEIVABLES: Rp51,524,576,185.00, with the following details:
i. Trade Receivables: Rp15,598,528,215.00;
ii. Other Receivables: Rp35,926,047,970.00;
h. PREPAID EXPENSES: Rp413,994,018.00;
i. RIGHT-OF-USE ASSETS: Rp4,116,700,998.00;
j. LIABILITIES: Rp46,011,345,050.00, with the details of the payables as follows:
i. Short-term Bank Loans: Rp12,100,000,000.00;
ii. Third-party Trade Payables: Rp19,866,608,962.00;
iii. Other Payables: Rp370,627,918.00;
iv. Sales Advances: Rp2,293,973,967.00;
v. Accrued Expenses: Rp863,249,042.00;
vi. Lease Liabilities: Rp754,145,754.00;
vii. Consumer Financing Payables: Rp265,694,455.00;
viii. Long-term Lease Liabilities: Rp2,678,583,203.00;
ix. Long-term Consumer Financing Payables: Rp568,880,227.00;
x. Employee Benefit Liabilities: Rp6,249,581,522.00;
k. CASH AND BANK BALANCES: Rp2,312,694,978.00;
l. ADVANCES: Rp33,468,406,988.00.
Based on the Company's Financial Report as of September 30, 2025, which has been
audited by the Public Accounting Firm Kanaka Puradiredja, Suhartono and referring to
the Asset Valuation Report of PT Master Print Tbk and the Share Valuation Report of
PT Global Putra Kusuma issued by the Public Valuation Services Firm Syarif, Endang
and Rekan as of January 7, 2026, the value of the Asset and Liability Sales Transaction
will potentially exceed 50% (fifty percent) of the Company's equity, this can be seen
from the following table:
Source: Audited Financial Statements as of September 30, 2025.
Furthermore, in accordance with the provisions in Article 3 paragraph (1) in
conjunction with Article 6 paragraph (1) letter d number 1 in conjunction with Article
14 letter a POJK 17/2020 , the Asset and Liability Sale Transaction is a material
transaction whose value exceeds 50% (fifty percent) of the Company's equity, and is
an affiliated transaction because PT Mitra Pack Tbk is an affiliate of the Company.
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The Asset and Liability Sale Transaction also has the potential to constitute a Conflict
of Interest Transaction as referred to in POJK 42/2020 because it is carried out in
connection with the sale of PT Mitra Pack Tbk's shares in the Company to Deep Source
Pte. Ltd. Therefore, the Company will hold an Independent GMS to obtain approval
from Independent shareholders regarding the planned implementation of the Asset
and Liability Purchase Transaction and fulfill all provisions of material transaction
procedures , affiliated transactions and conflict of interest transactions as regulated
in POJK 17/2020 and POJK 42/2020.
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C. SLN Acquisition Transaction
In connection with the SLN Acquisition Transaction plan and in accordance with the
provisions in Article 3 paragraph at (1) jo. Article 6 paragraph (1) letter d number 1 jo.
Article 14 letter a POJK 17/2020 , the SLN Acquisition Transaction is a material transaction
whose value exceeds 50% (fifty percent of the Company's equity) , this is presented in
the following analysis table:
Expressed in full Rupiah
Source: Audited Financial Statements as of September 30, 2025.
Furthermore, the SLN Acquisition Transaction is a transaction that has the potential
to contain a conflict of interest because it is carried out in connection with the sale of
PT Mitra Pack Tbk's shares in the Company to Deep Source Pte. Ltd. mTherefore, the
Company will hold an Independent GMS to obtain approval from Independent
shareholders regarding the planned implementation of the SLN Acquisition
Transaction and fulfill all procedural requirements. material transactions and conflict
of interest transactions as regulated in POJK 17/2020 and POJK 42/2020 .
Furthermore, the SLN Acquisition Transaction does not constitute a material
transaction that disrupts business continuity, as referred to in Article 3 paragraph (1)
in conjunction with Article 6 paragraph (1) letter d number 1 in conjunction with Article
14 letter c of POJK 17/2020. This is presented in the following analysis:
Based on the analysis above, the Company's proforma revenue after the SLN
acquisition does not experience a decrease of 80% or more, and this transaction does
not cause the Company to record a net loss. The Company shall comply with all
provisions regarding material transaction procedures and conflicts of interest as
regulated under POJK 17/2020 and POJK 42/2020.
III. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE IMPLEMENTATION OF
THE TRANSACTION PLANNED AND ITS IMPACT ON THE COMPANY’S FINANCIAL
CONDITION
1. Changes in Business Activities
A. Explanation, Considerations, and Rationale for the Change in Business Activities
This Business Activity Change Plan is carried out in connection with the SLN Takeover
plan where the Company will align its business activities with the business lines and
business activities as well as the competencies and business strategies of the
prospective new controller and so that in the future, the Company will operate
exclusively as a holding company while specific business activity operations are
carried out through its subsidiaries only.
The Company also hopes that the benefits of implementing the Business Activity
Change Plan will improve its performance and profitability in the future. The benefits
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Page 24
of the Business Activity Change Plan will support the Company's long-term growth
and provide added value for the Company and its shareholders.
The change in the Company’s business activities will be to KBLI 64200 (Holding
Company Activities), KBLI 70100 (Head Office Activities), and KBLI 70209 (Other
Management Consulting Activities), as a shareholder of companies engaged in
domestic sea transportation businesses. Shareholders who object to such change in
business activities may exercise their right to participate in the mandatory tender
offer to be conducted by Deep Source Pte. Ltd., as the change in business activities is
carried out concurrently with the acquisition of the Company by Deep Source Pte. Ltd.
The Company will consistently comply with the provisions of Article 62 paragraph (1)
letter a of Law No. 40 of 2007 concerning Limited Liability Companies.
B. Impact of Transactions on the Company's Financial Condition
Based on the Business Feasibility Study prepared by the independent appraiser, as
presented in the summary chapter of the feasibility study, the Company’s proposed
change in business activities is expected to have a positive contribution to the
Company’s financial performance, particularly in the form of increased operating
revenue in the future.
With the implementation of these changes and business activities, revenue and net
profit (loss) are projected to grow gradually, which in turn is expected to strengthen
the Company’s capital structure and enhance its equity in the coming years.
The financial impact of the addition and implementation of these business activities
has been analyzed comprehensively in the Business Feasibility Study and is
considered feasible to proceed.
2. Asset and Liability Sale Transactions
A. Explanation, Considerations, and Rationale for the Planned Transactions
The Sale of Assets and Liabilities Transaction is conducted in connection with the
acquisition of a 77.19% equity interest in the Company by Deep Source Pte. Ltd. (the
“New Controller”). This transaction is classified as an asset acquisition, with the
exception of the transfer of PTMR’s shares in PT Global Putra Kusuma (GPK), which
constitutes a business acquisition.
In alignment with the aforementioned acquisition, the Company’s policies and
operations have been adjusted to reflect the Change of Business Activities. This is
intended to synchronize the Company’s business operations with the business lines,
activities, competencies, and strategic objectives of the New Controller. Such
adjustments include the restructuring of assets and liabilities to ensure that the
management of the Company’s balance sheet is consistent with the revised business
direction and the strategic framework of the New Controller.
The Plan for the Change of Business Activities and the Proposed Transaction are
executed based on fair commercial considerations (arm’s length transaction), taking
into account the fairness opinions provided by independent appraisers and the
principle of prudence in the management of assets and liabilities. The Company
believes that the implementation of the Change of Business Activities and the
Proposed Transaction will provide economic benefits to the Company—as adjusted
for its new subsidiaries—through enhanced operational efficiency and the
strengthening of the Company’s consolidated financial position.
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Page 25
B. Impact of Transactions on the Company's Financial Condition
Based on the Proforma Financial Results reviewed by Helli IB Susetyo, CPA,
Independent Auditor, Kanaka Puradiredja and Suhartono Public Accounting Firm as
presented in the chapter on the impact of the transaction plan and the planned
change in business activities on the company's financial condition (proforma), this
asset and liability sale transaction is estimated to cause a decrease in income and the
release of investment in the subsidiary, namely PT Global Putra Kusuma ("GPK").
However, Thus, the steps This is part of a portfolio repositioning strategy where the
release of assets and liabilities the accompanied by with acquisition entity newer
strategic. Transaction integrated This aim for transforming line the Company's
business, replacing lost income with source growth newer quality, and strengthen
capital structure in order to create mark plus term longer sustainable.
C. Explanation, Considerations, and Reasons for Entering into the Affiliated
Transaction Compared to Similar Transactions Conducted with Non-Affiliated
Parties
The selection of an affiliated party was considered based on time and cost efficiency,
as well as execution certainty, given the Company’s in-depth understanding of the
risk profile and operational nature of the transacted assets.
The Company and the affiliated party possess an adequate understanding of the
operational characteristics, technical conditions, and risk profiles of the assets
involved in the transaction. This synergy allows for the negotiation, due diligence, and
transaction completion processes to be conducted more effectively and measurably
compared to transactions with third parties who lack similar familiarity. Furthermore,
transacting with an affiliated party provides a higher level of execution certainty due
to the alignment of interests within the corporate group, thereby minimizing the risk
of delays or transaction failure. Notwithstanding the above, the transaction is
executed with strict adherence to the principles of fairness and Good Corporate
Governance (GCG) practices, including the appointment of an Independent Appraiser
to ensure that the terms and conditions of the transaction are fair and in compliance
with prevailing laws and regulations.
The Company affirms that the entire series of transactions is conducted with the
utmost regard for the arm’s length principle and refers to the Independent
Appraiser’s (KJPP) report to ensure the protection of public shareholders' interests
and the future financial sustainability of the Company.
3. SLN Acquisition Transaction
A. Explanation, Considerations, and Rationale for the Planned Transactions
The acquisition of SLN is conducted as part of the Company's business expansion
plan, which is aligned with the business lines, activities, competencies, and strategic
objectives of the New Controller. The corporate group of the New Controller operates
in the trading and sea freight sectors for commodity transportation, and SLN is an
entity also engaged in the sea freight sector (including sea freight leasing).
Through the proposed acquisition of SLN, the Company aims to integrate maritime
transportation support into the value chain of the Company and the Group. This
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integration is expected to provide certainty in vessel availability, enhance logistical
cost efficiency, and improve distribution operational control. Consequently, SLN’s
business activities will serve as a direct support to the operational activities of the
Company and the Group.
This acquisition is anticipated to generate operational synergies, enhance business
efficiency, strengthen the Company’s corporate structure, and support the long-term
going concern and sustainability of the Company.
B. Impact of Transactions on the Company's Financial Condition
Based on the Fairness Opinion Results prepared by the independent appraiser as
presented in the chapter on the summary of the independent party's opinion, the SLN
Acquisition Transaction is estimated to provide a positive contribution to the
Company's financial performance, particularly in the form of increased operating
income in the future.
The SLN Acquisition Transaction will strengthen the Company's finances by
consolidating SLN into the Company's financial statements and increasing the
Company's value. Furthermore, the financial impact of the SLN Acquisition
Transaction has been comprehensively analyzed and deemed fair in the Fairness
Report.
C. Explanation, Considerations, and Reasons for Entering into a Conflict of Interest
Transaction Compared to Similar Transactions Without a Conflict of Interest
This transaction is conducted as part of a business restructuring aimed at improving
operational efficiency and strengthening the Company’s financial structure.
Compared to transactions with third parties, the selection of an affiliated party
provides a higher level of certainty of execution and cost efficiency, as it forms part of
the strategic plan for the entry of Deep Source Pte. Ltd. as a shareholder.
The Company affirms that the entire transaction process is carried out based on the
principle of fairness (arm’s length principle) and refers to the valuation conducted by
an Independent Appraiser (KJPP), thereby ensuring that the terms and conditions
received by the Company are no less favorable than those of transactions conducted
with non-affiliated parties, and that the interests of public shareholders remain
protected.
ALL SHAREHOLDERS ARE ADVISED TO CONSULT WITH THEIR RESPECTIVE TAX ADVISORS
TO DETERMINE THE TAX CONSEQUENCES THAT MAY ARISE IN CONNECTION WITH THE
SALE OF THEIR SHARES IN THE COMPANY.
IV. STRUCTURE BEFORE AND AFTER THE TRANSACTION PLAN
A. Structure before Transaction Plan
Ardi Kusuma PT Mitra Pack Publik
Tbk
0,77% 76,42% 22,81%
Perseroan
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99,00%
GPK
PT Prima Dharmawan
Dhama Perkasa Wangsa
51,00% 49,00%
PT Samudera
Layar Nusantara
B. Structure after Transaction Plan
Pemegang Publik
Saham Founder
74,76% 25,24%
Deep Source PT Mitra Pack
Publik
Pte. Ltd.* Tbk
77,19% 22,81%
PT Prima Perseroan
Dhama Perkasa
51,00% 49,00%
Aset Tetap
PT Samudera GPK
99,00%
Layar Nusantara
*Note: At the same time as the Proposed Transaction, the Company will be taken over
by Deep Source Pte. Ltd.
V. SUMMARY OF INDEPENDENT VALUATION REPORT
The Company has appointed KJPP Syarif, Endang and Rekan as an independent appraiser to
assess the shares of SLN, PT Global Putra Kusuma ("GPK"), and the Company's assets. The
independent appraiser declares that it has no direct or indirect affiliation with the Company
under the Capital Market Law.
Referring to the Work Agreement Letter No. 0061/SPK/MSE-03/ES/IX/2025 dated 26
September 2025, whereby PT Master Print Tbk assigned KJPPMSE to conduct a valuation of
49.00% of the shares of PT Samudera Layar Nusantara as of 30 September 2025, the
following statements are hereby made by PT Master Print Tbk prior to the issuance of the
Share Valuation Report:
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a. That all data, information, and statements, whether conveyed verbally or in writing, as
well as documents in original form, photocopies, or copies, submitted by us to
KJPPMSE and subsequently incorporated into the Share Valuation Report, are truly
originating from PT Master Print Tbk, accurate, complete, and in accordance with the
actual conditions, and have not undergone any changes up to the issuance of the Share
Valuation Report.
b. That with respect to the contents and all matters contained in the Share Valuation
Report, we, PT Master Print Tbk, hereby fully release KJPPMSE and all of its staff from
any claims for property losses, lawsuits, and liabilities, whether individually or
institutionally, arising directly or indirectly as a result of the issuance of the Share
Valuation Report to any party, insofar as such claims arise from errors in the
submission of information, documents, statements, and explanations, whether in
original form, photocopies, and/or copies, provided by us.
c. That the data provided by PT Master Print Tbk to KJPPMSE are confidential in nature
and are intended solely for the parties involved and/or those having an interest therein,
and shall be used by KJPPMSE appropriately in accordance with the terms of the
engagement.
A. Change of Business Activity
The following is a summary of the report based on Report No. 00002/2.0113-03/BS-
FS/05/0340/1/II/2026 dated February 26, 2026:
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1. Purpose and objectives
The purpose and objective of this feasibility study is to provide a feasibility opinion on
the plan to add business activities, which is reviewed from various aspects, including:
legal aspects, market aspects, technical aspects, business pattern aspects,
management model aspects, and financial aspects in order to fulfill the provisions
stipulated in POJK 17/2020.
2. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in preparing this feasibility study are:
- This feasibility study report is a non-disclaimer opinion.
- We have reviewed the documents used in the feasibility study.
- In preparing this feasibility study report, the assessor relies on the accuracy and
completeness of the information provided by the assignor or data obtained from
publicly available information and other information and research that we
consider relevant.
- The appraiser uses financial projections submitted by management to reflect the
reasonableness of the financial projections and their achievability (fiduciary
duty).
- The appraiser is responsible for the implementation of the feasibility study and
the reasonableness of the adjusted financial projections.
- The reports produced are open to the public unless they contain confidential
information that could affect the company's operations.
- The assessor is responsible for the feasibility study report and the resulting
conclusions.
- The assessor has obtained information on the legal status of the feasibility study
object from the assignor.
3. Procedures Used
In preparing this Feasibility Study, the analysis was conducted based on Financial
Services Authority Regulation No. 35/POJK.04/2020, dated May 25, 2020 concerning
the Assessment and Presentation of Business Valuation Reports in the Capital Market,
Financial Services Authority Circular Letter No. 17/SEOJK.04/2020 concerning
Guidelines for the Assessment and Presentation of Business Valuation Reports in the
Capital Market, as well as the Indonesian Valuation Standards (SPI) Edition VII 2018
prepared by the Indonesian Appraisers Society (MAPPI) by taking into account the
Indonesian Appraisers Code of Ethics (KEPI), and related regulations, which include:
A. Market Feasibility Study
From the Market Feasibility Study, the maritime transportation industry in
Indonesia demonstrates strong prospects for sustainability, characterized by
increased port activity throughout 2025, a 0.45% rise in sea freight volume in
September 2025, and a 10.07% nationwide increase in vessel calls. The existence
of 25 primary strategic ports, particularly Tanjung Priok, Tanjung Perak, Makassar,
and Belawan, strengthens Indonesia’s maritime transportation network and
supports the growth of loading volumes and international shipping, indicating that
vessel management as a business unit possesses sustainable and strategic
potential.
Currently, SLN focuses on providing cargo support for its parent company, PT
Prima Dharma Karsa, as well as serving third parties for various types of cargo,
utilizing a domestic sea transportation marketing strategy through a business-to-
business approach and integrated cargo service offerings.
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Considering the competitive conditions with similar business players in the
industry, it can be concluded that the Change of Business Activities is feasible from
a market feasibility perspective.
B. Technical Feasibility Study
From the Technical Feasibility Study, the capacity of the Company’s new business
activities as a holding company depends on management effectiveness, strategic
synergies among subsidiaries, resource optimization, and the ability to manage
the investment portfolio to achieve sustainable growth. In its operations, SLN
owns and operates three units of tugboats and barges, namely TB. Star Sejati 01/
BG. Victoria 3301, TB. Star Sejati 02/ BG. Victoria 3302, and TB. Star Sejati 05/ BG.
Victoria 3303, each with a carrying capacity of 10,500 MT. According to
management's statement, SLN plans to add to its barge fleet as an expansion
strategy to meet future market demand.
In carrying out business activities under KBLI 64200, KBLI 70100, and KBLI 70209,
the Company implements a structured business model oriented towards the
management and development of subsidiaries, which includes identifying
business opportunities, preparing investment plans, executing collaborations or
acquisitions, as well as monitoring and evaluating subsidiary performance. SLN’s
operational processes encompass Shipping Instruction requests, vessel arrival,
loading processes, document finalization, vessel departure, and billing. Currently,
SLN is supported by two operational personnel, including one expert with over 20
years of experience in the tugboat and barge sector, and is committed to
enhancing employee competence through continuous training programs to
maximize the quality and capacity of human resources.
Based on this technical analysis, it can be concluded that the Change of Business
Activities is feasible from a technical feasibility perspective.
C. Business Pattern Feasibility Study
From the Business Model Feasibility Study, the Company’s competitive advantage
regarding the planned change of business activities into a holding company lies in
the reduction of operating expenses and depreciation of printing machinery
assets, as well as capital allocation capabilities that allow for liquidity flexibility to
reallocate asset sale proceeds to business units with higher investment returns,
namely SLN, which possesses more stable cash flows in the domestic sea
transportation sector. The Company can also implement legal and financial
separation between the parent entity and subsidiaries, ensuring that operational
risks and legal claims at the subsidiary level do not directly impact the holding's
assets, thereby providing additional protection for public company investors. This
change in business activities allows management to focus on macro strategy,
portfolio development, and performance oversight, while daily operations are
managed by subsidiary leadership, making the Company more adaptive to
expansion and diversification opportunities.
Furthermore, SLN possesses competitive advantages in the form of owning three
operational barge units, an operational track record with an established and loyal
customer base, a management team experienced in the industry, and the ability
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to operate independently and sustainably without reliance on the Company’s daily
management. With these competitive advantages, the Company can create value
through portfolio diversification, improved financial performance, and stability in
revenue and cash flow.
Based on this business model analysis, it can be concluded that the Change of
Business Activities is feasible from a business model feasibility perspective.
D. Management Model Feasibility Study
From the Management Model Feasibility Study, in this plan for the Change of
Business Activities, the Company will carry out a management and human
resources restructuring that encompasses the necessary finance, legal, and
investment management functions, without recruiting additional personnel,
including in the sea transportation industry. On SLN's side, the existing operational
team will be retained, with the possibility of adding human resources for future
expansion as needed, where SLN's operational activities are currently managed by
two employees. In conducting its new business activities as a holding company,
the Company faces primary risks such as business expansion and new market risks,
subsidiary industry risks, as well as liquidity and asset concentration risks;
meanwhile, SLN faces risks related to business competition, operational risks,
dependence on group clients, regulatory changes and compliance, safety and legal
liabilities, as well as financial risks and economic fluctuations, all of which are
mitigated through the implementation of effective risk identification, evaluation,
and control strategies.
Based on its competitive advantages, the Company demonstrates adequate
management capacity and capability in developing new business activities,
supported by its status as a public company with strong transparency,
accountability, as well as access to funding and strategic networks. This capacity
is further strengthened by SLN’s operational capabilities in the domestic sea
transportation sector, alongside its solid experience and performance within a
mid-scale economy, making SLN a potential entity with sufficient capacity to be
acquired by the Company. The acquisition of SLN as a subsidiary is a strategy to
optimize the long-term revenue structure through the diversification of
operational assets with stable cash flows.
Based on this management model analysis, it can be concluded that the Change of
Business Activities is feasible from a management model feasibility perspective.
E. Financial Feasibility Study
From the Financial Feasibility Study, it is shown that the Company's plan to carry
out Laboratory Testing Services business activities meets the feasibility criteria
with the following variables:
a. Net Present Value (NPV) > 0 → Feasible
The resulting NPV is Rp215,191,096,000. Therefore, a positive NPV, or greater
than zero, indicates that the project is feasible because it will generate profits.
b. Internal Rate of Return (IRR) > Discount Rate → Eligible
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The resulting IRR was 33.53%. This is above the discount rate of 9.67%.
Therefore, the IRR indicates that the project is feasible because the profits
exceed the assumed cost of capital.
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c. Profitability Index (PI) > 1 → Feasible
The PI obtained was 2.20855. Therefore, a PI greater than 1 indicates that the
project is feasible because it provides a return on investment.
d. Payback Period (PP)
The PP obtained is 6 years and 8 months. Thus, the Company is able to recoup
its entire investment after the project has been running for 6 years and 8
months.
4. Feasibility Study Conclusion
Based on the analysis of Market Feasibility, Technical Feasibility, Business Model
Feasibility, Management Model Feasibility, and Financial Feasibility, it can be
concluded that the Company’s Change of Business Activities—comprising Holding
Company Activities (KBLI 64200), Head Office Activities (KBLI 70100), and Other
Management Consultancy Activities (KBLI 70209)—is feasible.
B. Asset and Liability Sale Transactions
B.1 Valuation of GPK Shares
The following is a summary of the share assessment report for GPK as outlined in the
report No. 00010/2.0113-03/BS/05/0340/1/II/2026 February 26, 2026:
1. Identity of the Party
The parties involved in this planned transaction are the Company and PTMP.
2. Assessment Object
The object of assessment is 99.00% of GPK shares.
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3. Assessment Objectives
The purpose of the Valuation of GPK shares is to provide an opinion on the fair market
value as of September 30, 2025 of 99.00% of GPK shares, expressed in Rupiah, which
will then be used by the Company in calculating the Asset and Liability Sales
Transaction.
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the
Appraiser uses in connection with the value conclusion, including:
- The Assessment Report we produce is a non-disclaimer opinion;
- We have reviewed the documents used in the Assessment process;
- The data and information obtained comes from external and internal sources
which we believe to be reliable in terms of accuracy;
- We use adjusted financial projections that reflect the reasonableness of the
financial projections made by management in light of its fiduciary duty;
- We are responsible for the implementation of the Assessment and the fairness
of the adjusted financial projections;
- We produce Valuation Reports that are open to the public, unless there is
confidential information that could affect the company's operations;
- We are responsible for the Valuation Report and the Value conclusion; and
- We have obtained information on the legal status of the Assessment object from
the assignor.
5. Assessment approaches and methods
The Appraiser uses two Approaches used in the GPK Share Valuation. The Appraiser's
approach in determining the Market Value of 99.00% of GPK shares is the Income
Approach with the Discounted Cash Flow (“DCF”) method and the Market Approach
with the Guideline Publicly Traded Company Method (“GPTC”).
6. Conclusion of value
This valuation was conducted with reference to the Indonesian Valuation Code of
Ethics, the Indonesian Valuation Standards of the Indonesian Society of Appraisers
(MAPPI), and OJK Regulation No. 35/POJK.04/2020. The Appraiser uses common
approaches and methods in conducting studies and analyses of various relevant data
and information, with the condition that the fundamental assumptions underlying the
valuation study and analysis are met. Through various considerations of objectivity and
fairness of a value, the Appraiser is of the opinion that the Market Value of 99.00% of
GPK shares on September 30, 2025 is:
Rp 29.601.000.000.-
(Twenty Nine Billion Six Hundred and One Million Rupiah)
The value that the Appraiser produces is the result of calculations from the Income
Approach using the Discounted Cash Flow (“DCF”) method and the Market Approach
using the Guideline Publicly Traded Company Method (“GPTC”).
This method takes into account all related components that influence the value, so
that according to the Appraiser the resulting value is the value that is closest to the
fairness of the share price on the market.
B.2 Valuation of Company Assets
The following is a summary of the Company's asset valuation report as stated in report
No. 00007/2.0113-01/PI/05/0518/1/I/2026 tanggal 6 January 2026:
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1. Identity of the Party
The parties involved in this transaction plan are the Company and PTMP.
2. Assessment Object
The objects of assessment in this transaction plan are as follows:
Assessment
No Ownership Location
Object
1 Land and SHGB NIB: Central Industrial Park Complex, Omega Block
Warehouse 12.10.000036732.0 and No. 22-23, Kemiri Village, Sidoarjo District,
Building (2 units) 12.10.000037143.0 with a Sidoarjo Regency, East Java Province.
Total Area of: 1,000 m 2 and a
Total Building Area of: 748 m 2
2 Shophouse SHGB No. 5325 and 5330 with Pangeran Jayakarta Street, Prima Jayakarta
a total area of 61 m 2 and Complex Block C No. 15, South Mangga Dua
building area of 178 m 2 Village, Sawah Besar District, Central Jakarta
Administrative City, Special Capital Region of
Jakarta Province.
3 Vehicles and Tangerang area, Banten Province, in Serang,
Heavy Equipment Banten Province, in Jakarta, DKI Jakarta Province
and Sidoarjo, East Java Province.
4 Packaging Tangerang area, Banten Province, in Serang,
Machines Banten Province, in Jakarta, DKI Jakarta Province
and Sidoarjo, East Java Province.
5 Office Inventory Tangerang area, Banten Province, in Serang,
and Equipment Banten Province, in Jakarta, DKI Jakarta Province
and Sidoarjo, East Java Province
6 Packaging Tangerang area, Banten Province, in Serang,
Equipment Banten Province, in Jakarta, DKI Jakarta Province
Supplies and Sidoarjo, East Java Province
3. Assessment Objectives
the Company's property/asset shares is to provide an opinion on the fair market value
as of September 30, 2025, expressed in Rupiah, which will then be used by the
Company in calculating the Asset and Liability Sales Transaction .
4. Assumptions, Special Assumptions, Special Conditions and Disclosures
A. Assumptions and Special Assumptions
In this assessment there are several assumptions and special assumptions that the
Appraiser uses in connection with the value conclusion, including:
- The property is assessed as having no legal problems and that the ownership
rights are valid ( free and clear ) and can be marketed.
- In this assessment, the Assessor assumes that the documents related to the
object of assessment are correct.
- The appraiser assumes that the copies of the certificate/legality, BPKB, and
invoice received from the Company are correct in accordance with the original
files.
- The location designation by the Company or its representative, the Appraiser
assumes, is truly the object of the assessment.
- The appraiser assumes that the object of assessment indicated by the Company
is correct. If it turns out that the object of assessment indicated by the Company
is not appropriate, then this assessment is not valid and must be reviewed.
- The appraiser uses the land area listed on the certificate, obtained and agreed
upon by the Company and the appraiser assumes it is correct.
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- The assessment of Packaging Machines is assessed ex situ and as piecemeal as
part of a non-operational business.
- This assessment assumes that the vehicles, heavy equipment, and packaging
machinery being assessed are in good condition and functioning properly. We
recommend using experts to inspect the condition of the vehicles, heavy
equipment, and packaging machinery.
- The appraiser verifies the location and boundaries of the land within the limits of
the appraiser's capabilities.
The appraiser applies special assumptions in valuing property/assets, namely:
- Considering that the assessment was conducted retrospectively for September
30, 2025, while the physical inspection was conducted on November 12-13,
2025, we assume that the physical condition and characteristics of the object
being assessed at the time of the inspection are not significantly different from
the condition of the object on the assessment date. Therefore, the observations
from the inspection results are considered to represent the condition of the
object as it existed as of September 30, 2025.
- Based on the information provided in the Depth Level of Investigation, there are
limitations to conducting direct inspections of some vehicles that are currently in
use. Therefore, the inspection of the vehicle unit is carried out indirectly by
referring to information provided by the Company in the form of photographic
documentation. Verification regarding the condition of the unit is carried out
based on documentation received from the Company and has been verified by the
Appraiser within the limits of the Appraiser's capabilities. If the condition of the
vehicle does not match the information provided, then this assessment is invalid
and must be reviewed.
- Likewise regarding the limitations to conduct direct inspections of some of the
Packaging Machines currently in the Third Party company, namely the TY 701-
120, SA 316, and TY 701-120 L Seal Bar Machines. Therefore, inspections of the
machine units were carried out indirectly by referring to information regarding
the specifications and conditions of the machines provided by the Assignor and
verification in the form of direct surveys (sampling) of similar machines that we
carried out at the warehouse/office location of PT. Master Print, Tbk. Verification
regarding the condition of the unit was carried out based on information received
from the Company and has been verified by the Appraiser with the limitations of
the Appraiser's capabilities. If the condition of the machine does not match the
information provided, then this assessment is not valid and must be reviewed.
- Inspection of Inventory and Office Equipment and Packaging Equipment Supplies
is conducted by sampling method from the population of items that are the
object of assessment as stated in the list provided by the Company in Statement
Letter No. 57/DIR-SP/X/2025-A. Sampling of Inventory and Office Equipment
and Packaging Equipment Supplies items is determined according to the
group/type of item. We assume that this can represent the population as a
whole, which we have verified within the limits of the Appraiser's capabilities. If
the condition of Inventory and Office Equipment and Packaging Equipment
Supplies does not match the information provided, then this assessment is not
valid and must be reviewed.
- This assessment was conducted with due care and adherence to applicable
professional standards. The appraiser is not responsible for the accuracy of the
information provided by the Company if there are significant differences from
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actual conditions that cannot be directly verified. Therefore, this assessment is
invalid and must be reviewed.
- If there is a significant deviation in the information that causes doubt about the
value opinion, then this assessment is not valid and must be reviewed.
- The use of special assumptions in this assessment has been agreed upon by both
parties, namely the Company and the Appraiser.
B. Special Conditions and Disclosures
- In the copies of the electronic certificates we received, namely SHGB NIB.
12.10.000036732.0 and SHGB NIB. 12.10.000037143.0, there is no information
on the certificate issuance date, measurement letter number, or measurement
letter date.
- In the Ruko/Rukan Assessment, there is no information on the Land Situation
Image of SHGB No. 5330. We obtained information regarding the situation image
of the land plot from the verification results of the SHGB Copy No. 5325 and
checks via the Sentuh Tanahku application and the ATR/BPN website. We have
also confirmed this with the Company.
- In the Ruko/Rukan Assessment, the object of assessment is connected via a
connecting door on each floor of the building with the shophouse on the south
side (Unit C-12) which is reported to still be under the same ownership as the
shophouse unit of the object of assessment (Unit C-15). On each floor of the
asset building there are stairs, but access to the 2nd and 3rd floors of the building
can only be accessed from Unit C-12 because the stairs on the asset have been
closed.
5. Assessment Approaches and Methods
The selection of the method in the assessment is highly dependent on the object being
assessed, as well as the availability of data in the field. Considering the type of
Assessment Object, namely Land and Warehouse Buildings (2 units), Shophouses,
Vehicles and Heavy Equipment, Packaging Machines, Office Inventory and Equipment,
and Packaging Equipment Supplies and referring to the purpose and objectives of the
assessment, in accordance with OJK Regulation No. 28/POJK.04/2021 – Chapter X and
OJK Circular Letter No. 33/SEOJK.04/2021 – Chapter III, concerning the Assessment
Approach, Assessment Method and Assessment Procedure , in this assessment we
describe the assessment approach as follows:
Market
No Property Type Address Cost Approach
Approach
Land and Warehouse Central Industrial Park Complex, Omega Block No.
1
Building (2 units) 22-23, Kemiri Village, Sidoarjo District, Sidoarjo V V
Regency, East Java Province.
Pangeran Jayakarta Street, Prima Jayakarta Complex
2 Shophouse/Shophouse Block C No. 15, South Mangga Dua Village, Sawah
V V
Besar District, Central Jakarta Administrative City,
Special Capital Region of Jakarta Province.
Vehicles and Heavy Tangerang area, Banten Province, in Serang, Banten
3
Equipment Province, in Jakarta, DKI Jakarta Province and V V
Sidoarjo, East Java Province.
Tangerang area, Banten Province, in Serang, Banten
4 Packaging machines
Province, in Jakarta, DKI Jakarta Province and V V
Sidoarjo, East Java Province.
Office Inventory and Tangerang area, Banten Province, in Serang, Banten
5
Equipment Province, in Jakarta, DKI Jakarta Province and V V
Sidoarjo, East Java Province.
Packaging Equipment Tangerang area, Banten Province, in Serang, Banten
6
Inventory Province, in Jakarta, DKI Jakarta Province and V V
Sidoarjo, East Java Province.
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6. Conclusion of value
By using customary valuation methods, and taking into account all factors as stated in
this report and based on the applicable assumptions and limitations, the Appraiser is
of the opinion that the Market Value of the above assets as of September 30, 2025 is
as large as:
Rp 26.758.966.500,-
(Twenty Six Billion Seven Hundred Fifty Eight Million Nine Hundred Sixty Six
Thousand Five Hundred Rupiah)
The value the appraiser produces is the result of calculations using the Market
Approach and the Cost Approach. The Market Value of the Assets above is the sum of
the Market Values of all assets that are the Object of the Appraisal.
This method takes into account all related components that influence the value, so
that according to the Appraiser , the resulting value is the value closest to the fairness
of the asset price in the market.
C. SLN Acquisition Transaction
The following is a summary of the stock valuation report for SLN as stated in the report
No. 00011/2.0113-03/BS/05/0340/1/II/20 dated February 26, 2026:
1. Identity of the Party
The parties involved in this planned transaction are the Company and SLN.
2. Assessment Object
The object of assessment is 49,00% of SLN shares
3. Assessment Objectives
The purpose of the Valuation of SLN shares is to provide an opinion on the fair market
value as of September 30, 2025 of 49,00% of SLN shares, expressed in Rupiah, which
will then be used by the Company in calculating the SLN Acquisition Transaction.
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the
Appraiser uses in connection with the value conclusion, including:
- The Assessment Report we produce is a non-disclaimer opinion;
- We have reviewed the documents used in the Assessment process;
- The data and information obtained comes from external and internal sources
which we believe to be accurate;
- We use adjusted financial projections that reflect the reasonableness of the
financial projections made by management in light of its fiduciary duty;
- We are responsible for the implementation of the Assessment and the fairness
of the adjusted financial projections;
- We produce Valuation Reports that are open to the public, unless there is
confidential information that could affect the company's operations;
- We are responsible for the Valuation Report and the Value conclusion; and
- We have obtained information on the legal status of the Assessment object from
the assignor.
5. Assessment approaches and methods
The Appraiser used two Approaches in the SLN Share Valuation. The Appraiser used
two approaches in determining the Market Value of 49,00% of SLN shares: the Income
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Approach with the Discounted Cash Flow (“DCF”) method and the Asset Approach with
the Excess Earnings Method (“EEM”).
6. Conclusion of value
This valuation was conducted with reference to the Indonesian Valuation Code of
Ethics, the Indonesian Valuation Standards of the Indonesian Society of Appraisers
(MAPPI), and OJK Regulation No. 35/POJK.04/2020. The appraiser used common
approaches and methods in conducting studies and analyses of various relevant data
and information, with the condition that the fundamental assumptions underlying the
valuation study and analysis are met. Through various considerations of objectivity and
fairness of a value, the Appraiser is of the opinion that the Market Value of 49 ,00% of
SLN shares on September 30, 2025 is:
Rp 89.518.000.000,-
(Delapan Puluh Sembilan Miliar Lima Ratus Delapan Belas Juta Rupiah)
The value that the Appraiser produces is the result of calculations from the Income
Approach with the Discounted Cash Flow (“DCF”) method and the Asset Approach with
the Excess Earning Method (“EEM”).
This method takes into account all related components that influence the value, so
that according to the Appraiser the resulting value is the value that is closest to the
fairness of the share price on the market.
VI. SUMMARY OF INDEPENDENT PARTY OPINIONS REGARDING THE PLANNING
TRANSACTION
In accordance with the provisions of Article 22 paragraph 1 letter (b) POJK 17/2020, the
Company has appointed Independent Appraisers registered with the OJK, namely KJPP Ihot,
Dollar and Raymond as independent appraisers to provide a fairness opinion on the Proposed
Transaction. The independent appraisers state that they have no direct or indirect affiliated
relationship with the Company under the Capital Market Law.
The following is a summary of the fairness opinion Planned Transaction by the Company as
stated in the report No. 00018/2.0110-00/BS/05/0113/1/II/2026 dated 26 February 2026:
1. Identity of the Parties
A. Assets and Liabilities Sale Transaction
The parties involved in this proposed transaction are the Company, GPK, and PTMP.
B. SLN Acquisition Transaction
The parties involved in this proposed transaction are the Company, SLN, and Mr.
Darmawan Wangsa (“DW”).
2. Transaction Objects
A. Assets and Liabilities Sale Transaction
The object of the fairness opinion is the proposed sale of the Company's assets and
liabilities, including the sale of a 99% stake in PT Global Putra Kusuma to an affiliated
party, namely PT Mitra Pack Tbk, with a transaction value of Rp102.184.994.617.
B. SLN Acquisition Transaction
The object of the fairness opinion is the proposed acquisition of a 49% stake in SLN
and the change of the Company's business activities into a holding company in
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connection with the SLN share purchase, with a transaction value of Rp
89.518.000.000.
3. The purpose of providing a fairness opinion
The purpose of providing a fairness opinion rencana transaksi is to comply with Financial
Services Authority Regulation Number 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities dan Peraturan Otoritas Jasa Keuangan
Nomor 42/POJK.04/2020 tentang Transaksi Afiliasi dan Bentuaran Kepentinganto
provide an opinion on the Market Value of the Company's Shares.
4. Assumptions and Limiting Conditions
In preparing this fairness opinion, there are several assumptions and limiting conditions
that the Appraiser uses in connection with the conclusion of the fairness opinion,
including:
- The appraisal report produced by the appraiser is a non-disclaimer opinion;
- The Appraiser has conducted a review of the data and information used in the
valuation process, as prepared by the Company's management.
- The data and information obtained are derived from sources whose accuracy is
reliable.
- The Appraiser utilizes adjusted financial projections that reflect the fairness of the
financial projections prepared by management, considering their achievability
(fiduciary duty).
- The Appraiser is responsible for the conduct of the valuation and the fairness of the
adjusted financial projections presented in this fairness opinion report.
- The Appraiser produces a fairness opinion report that is open to the public, except
for confidential information that may affect the company's operations.
- The Appraiser is responsible for the fairness opinion report and the valuation
conclusions reached.
- The Appraiser has obtained information regarding the legal status of the valuation
object from the Company.
5. Assessment approaches and methods
The appraiser uses four approaches to provide a Fairness Opinion on the Company's
Proposed Transaction. The approaches and methods used are:
a. Transaction Analysis
i) The parties involved in
A. Assets and Liabilities Sale Transaction:
▪ PT PT Mitra Pack Tbk as the buyer;
▪ PT Master Print Tbk as the seller.
B. Transaction Acquisition SLN:
▪ PT Master Print Tbk as the purchaser;
▪ Mr. Darmawan Wangsa as the seller.
ii) Relationship between Parties Who Will Conduct the Transaction.
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PTMP is a
shareholder
of the
Company.
Jessica Kusuma serves as the President Commissioner of the Company and
PTMP, as well as a Commissioner of GPK. Ilham Djaja serves as a
Commissioner of the Company and GPK, and as a Director of PTMP. Ardi
Kusuma serves as the President Director of the Company and PTMP, and as
the President Commissioner of GPK. Cindy Kusuma and Edward Kusuma
serve as Directors of the Company, PTMP, and GPK. Tungga Wijaya serves as
a Director of the Company, a Commissioner of PTMP, and the President
Commissioner of GPK.
iii) Benefits and Risks of Planned Transaction
The benefits of executing the Planned Transaction are to enhance the Company's
business prospects by leveraging business opportunities and changing business
activities to expand market share, increase revenue, and strengthen competitive
advantage. Furthermore, implementing business activities in the holding sector
allows the Company to operate a more structured business model, focusing on
the management and development of subsidiaries as an investment portfolio.
The execution of the Planned Transaction also provides added value for
shareholders and stakeholders through the enhanced implementation of good
corporate governance, revenue growth, improved financial performance, and the
potential for sustainable dividend distributions.
As for the risks associated with this Planned Transaction, with the change in the
business model to a holding company, the Company's financial performance will
depend on the contribution of operational performance and the ability of
subsidiaries to generate profits and distribute dividends. Furthermore, the
divestment of operational assets as part of the change in business activities
potentially creates liquidity and asset concentration risks, particularly if the
acquired entity does not perform according to the set targets, which could result
in the Company no longer having a primary revenue source to sustain its financial
condition.
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iv) Effect of the Planned Transaction on the Company's Finances
Based on the analysis of the Company’s Proforma Consolidated Financial
Information as of September 30, 2025, which has been reviewed by the Public
Accounting Firm Kanaka Puradiredja, Suhartono, the Planned Transaction results
in an increase in the Company's total assets by Rp 44.702.883.566 and total
equity by Rp 98.815.268.933, as well as a decrease in total liabilities by Rp
54.112.385.367
v) Liquidity
Based on the Company’s liquidity from 2022 to September 30, 2025, the current
ratio ranged between 1,63 and 2,74, while the quick ratio ranged between 1,01
and 1,46. Based on these historical liquidity ratios, the Company possesses a
solid liquidity capacity as its total current assets exceed the short-term liabilities
that must be met in the near term.
b. Quantitative and Qualitative Analysis of Planned Transaction
i) Quantitative Analysis
Based on the incremental analysis, with the execution of the Planned
Transaction, the added value of the Company’s total assets is projected to
experience a Compound Annual Growth Rate (CAGR) of approximately 13,94%,
or reach Rp 285.212.157 thousand by 2030, compared to the Company’s total
assets as of September 30, 2025, which amounted to Rp143.775.377 thousand.
Without the Planned Transaction, the Company’s total assets are projected to
experience a CAGR of approximately 9,19%, reaching Rp 228.107.491 thousand
by 2030.
With the Planned Transaction, the Company’s total liabilities are projected to
experience a negative CAGR of approximately 47,91%, reaching Rp 1.811.606
thousand by 2030, compared to the Company’s total liabilities as of September
30, 2025, which amounted to Rp 55.598.228 thousand. Without the Planned
Transaction, the Company’s total liabilities are projected to experience a CAGR of
approximately 6,27%, reaching Rp 76.500.638 thousand by 2030.
Furthermore, the Company’s total equity is projected to experience a CAGR of
approximately 24,91%, reaching Rp 283.400.551 thousand by 2030, compared
to the Company’s total equity as of September 30, 2025, which amounted to Rp
88.177.149 thousand. Without the Planned Transaction, the Company’s total
equity is projected to experience a CAGR of approximately 10,87%, reaching Rp
151.606.853 thousand by 2030.
ii) Qualitative Analysis
Based on the rationale for the transaction, the qualitative benefits of the
acquisition for the Company include enhancing the Company's financial
performance through promising business prospects. Through the acquisition,
strategic synergies can be created between the Company and its subsidiaries to
focus on managing new business activities in the sea transportation sector. The
Company will hold full control over SLN and will be able to consolidate SLN's
financial statements. Furthermore, the acquisition enables product and service
development through the subsidiary’s business, which can open opportunities
for new revenue streams.
The qualitative disadvantages of this transaction include the execution costs
associated with the Planned Transaction that must be incurred, as well as the
fact that revenue from the packaging business will no longer be obtained
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thereafter (however, this will be replaced by holding business revenue from the
subsidiary in the sea transportation sector, thus ensuring no impact on going
concern).
c. Analysis of the fairness of value Planned Transaction
i) Value Analysis of the Planned Transaction
A. Assets and Liabilities Sale Transaction
As stipulated in the Master Agreement, the price for the sale of the Company's
assets and liabilities, including the sale of a 99% stake in GPK to be paid by
PTMP to the Company, is Rp 102.184.994.617.
Based on the Asset Valuation Report of the Company prepared by KJPP Syarif,
Endang dan Rekan with Report No. 00007/2.0113-01/PI/05/0518/1/I/2026
dated January 6, 2026, which utilized the Market Approach and Cost Approach,
the Market Value of the Company's Assets (inventory and fixed assets) as of
September 30, 2025, was Rp 26.758.966.500.
Based on the Valuation Report of a 99% Stake in GPK prepared by KJPP Syarif,
Endang dan Rekan with Report No. 00010/2.0113-03/BS/05/0340/1/II/2026
dated February 26, 2026, which utilized the Discounted Cash Flow (DCF)
method and the Guideline Publicly Traded Company (GPTC) method, the
Market Value of a 99% Stake in GPK as of September 30, 2025, was Rp
29.601.000.000.
For other asset accounts such as cash and bank, accounts receivable, other
receivables, prepaid expenses, advances, and right-of-use assets, the Book
Value as of September 30, 2025, of Rp 91.836.373.167 was utilized. For other
liability accounts such as short-term bank loans, accounts payable, other
payables, sales advances, accrued expenses, lease liabilities, consumer
financing payables, and employee benefit liabilities, the Book Value as of
September 30, 2025, of Rp 46.011.345.050 was utilized. Therefore, the Book
Value of the Company's Assets and Liabilities as of September 30, 2025, as
stated in the Master Agreement, is Rp 45.825.028.117.
It is observed that the transaction value for the sale of the Company's assets
and liabilities, including the sale of a 99% stake in GPK, is equivalent to the
market value of the appraised assets and shares; therefore, we are of the
opinion that the transaction value is fair.
The Company does not require a waiver in relation to the short-term bank loan
from PT Bank Mandiri (Persero) Tbk, as such loan has been fully repaid. The
Company will enter into an assignment agreement in relation to lease
liabilities with Ardi Kusuma and PT Mitra Pack Tbk (PTMP), both of whom are
shareholders who will acquire such liabilities of the Company. In addition, the
consumer financing payables to PT BCA Finance, PT Astra Finance, PT Bank
Jasa Jakarta, and PT Mega Finance are currently in the process of being
settled.
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B. SLN Acquisition Transaction
As stipulated in the Share Purchase Agreement between the Company and Mr.
Darmawan Wangsa dated January 7, 2026, the price for the purchase of a 49%
stake in SLN to be paid by the Company to Mr. Darmawan Wangsa is Rp
89.518.000.000 (eighty-nine billion five hundred eighteen million rupiah).
Based on the Valuation Report of a 49% Stake in SLN prepared by KJPP Syarif,
Endang dan Rekan with Report No. 00004/2.0113-03/BS/05/0340/1/I/2026
dated January 7, 2026, which utilized the Discounted Cash Flow (DCF) method
and the Excess Earnings Method (EEM), the Market Value of a 49% Stake in
SLN as of September 30, 2025, was Rp 89.518.000.000 (eighty-nine billion five
hundred eighteen million rupiah).
It is observed that the transaction value for the purchase of the 49% stake in
SLN is equivalent to the market value of the appraised shares; therefore, we
are of the opinion that the transaction value is fair.
ii) Incremental and Profitability Analysis
The profitability and incremental analysis of the overall Planned Transaction is
conducted to assess the ability to generate positive revenue and profit for the
Company by comparing the Company’s financial projections (potential economic
benefits) before the execution of the Planned Transaction against those after
the execution of the Planned Transaction.
The following is the Company’s consolidated performance without the
occurrence of the Planned Transaction during the projection period of 2025–
2030:
(in thousands of IDR, unless otherwise stated)
The following is the Company’s consolidated performance with the occurrence of
the Planned Transaction during the projection period of 2025–2030:
(in thousands of IDR, unless otherwise stated)
Based on the incremental and profitability analysis of the overall Planned
Transaction above, the results indicate that the Planned Transaction to be
conducted by the Company possesses good prospects and profitability levels.
44
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iii) Analysis of Other Relevant Non-Financial Factors
To maintain the Company’s business continuity, the shareholders and
management are endeavoring to formulate strategic plans, including business
enhancement through the Planned Transaction.
The steps that have been and will be taken by the Company in connection with
the transition to the new business are as follows:
- Conducting a feasibility study on the Change of Business Activities for
Holding Company Activities (KBLI 64200), Head Office Activities (KBLI
70100), and Other Management Consultancy Activities (KBLI 70209) with
Report No. 00001/2.0113-03/BS-FS/05/0340/1/I/2025 dated January 13,
2026, by KJPP Syarif, Endang dan Rekan;
- Convening an Extraordinary General Meeting of Shareholders (EGMS)
regarding material transactions and affiliated transactions;
- Divesting the subsidiary, GPK, to the Company’s current parent entity, PTMP;
- Acquiring the subsidiary, SLN, to support the Company’s new business
activities.
6. Conclusion of Fairness Opinion
This Fairness Opinion has been prepared to comply with the provisions of the Financial
Services Authority Regulation Number 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities and the Financial Services Authority
Regulation Number 42/POJK.04/2020 concerning Affiliated Transactions and Conflicts of
Interest, as well as in accordance with the Indonesian Code of Valuation Ethics, the
Indonesian Valuation Standards from the Indonesian Society of Appraisers (MAPPI), and
the Financial Services Authority Regulation Number 35/POJK.04/2020. The Appraiser has
utilized common approaches and methods in conducting studies and analyses of relevant
data and information, with the fulfillment of the underlying fundamental assumptions.
Based on the transaction analysis, qualitative and quantitative analysis, transaction value
fairness analysis, and other relevant factors, the Appraiser is of the opinion that
the Planned Transaction, consisting of the sale of assets and liabilities and the acquisition
of a 49% shareholding in SLN by the Company, is fair.
This Fairness Opinion is valid as long as there are no changes that have a significant
impact on the transaction value, market and economic conditions, business and financial
conditions, and the regulations of the Government of the Republic of Indonesia between
the date of the report and the execution of the Planned Transaction.
VII. AVAILABILITY OF EXPERTS RELATED TO CHANGES IN BUSINESS ACTIVITIES
The company is not hiring any new employees. This is because it already has sufficient skilled
personnel, both in terms of quantity and competence, to carry out operations professionally
and in accordance with applicable standards.
VIII. STATEMENT OF THE COMPANY'S BOARD OF COMMISSIONERS AND BOARD OF
DIRECTORS
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1. Statement of the Board of Directors
The Board of Directors of the Company hereby declares that this Transaction constitutes
a material transaction as referred to in OJK Regulation No. 17/POJK.04/2020 and also
constitutes an affiliated transaction as referred to in OJK Regulation No.
42/POJK.04/2020. The Transaction has been carried out through adequate procedures in
accordance with the Company’s internal policies to ensure that the Transaction is
conducted in accordance with generally accepted business practices and in compliance
with the provisions of OJK Regulation No. 42/POJK.04/2020.
2. Statement of the Board of Directors and the Board of Commissioners
The Board of Directors and the Board of Commissioners of the Company hereby declare
that the acquisition transaction of SLN and the Sale of Assets and Liabilities Transaction
potentially contain a conflict of interest, as they are carried out in connection with the sale
of shares of PT Mitra Pack Tbk in the Company to Deep Source Pte. Ltd. To the best of their
knowledge and belief, all material information in connection with the Planned Transaction
has been disclosed in this Public Disclosure and such information is not misleading and can
be properly accounted for.
IX. GENERAL MEETING OF SHAREHOLDERS
A. Background and Agenda of the EGMS and Independent EGMS
The EGMS regarding Changes in Business Activities and the Independent EGMS regarding
the Proposed Transaction will be held on March 3, 2026 at a place and time that will be
detailed in the Notice of the EGMS and the Independent EGMS which will be delivered on
February 9, 2026.
The Company will also hold the EGMS and Independent EGMS electronically based on POJK
No. 16/2020 through the eASY.KSEI application.
Therefore, the Company strongly urges all Shareholders to attend the EGMS and
Independent EGMS by granting power of attorney to the party appointed by the
Company's Securities Administration Bureau ("BAE") by signing and returning the power
of attorney form which can be obtained on the Company's website
(www.masterprint.co.id) and in connection with the Independent EGMS, the Independent
Shareholder Statement Letter to the Company via email corsec@masterprint.co.id. The
power of attorney must be received by the Company's Board of Directors no later than 3
(three) working days before the date of the EGMS and Independent EGMS, namely
February 26, 2026, at the BAE office, namely PT Adimitra Jasa Korpora, which is domiciled
in Jakarta and is located at Kirana Boutique Office Block F3 No. 5. Jl. Kirana Avenue III,
Kelapa Gading North Jakarta 14240. Shareholders can also provide power of attorney
electronically through the KSEI Electronic General Meeting System (eASY.KSEI) facility at
the link https://akses.ksei.co.id/ provided by KSEI as a mechanism for providing electronic
power of attorney in the process of holding the EGMS and Independent EGMS no later
than 1 (one) working day before the date of the Independent EGMS, namely on March 2,
2026.
Shareholders or their proxies who wish to attend the Independent EGMS must sign the
Independent Shareholder Statement.
The announcement regarding the EGMS and Independent EGMS, along with Information
to Shareholders, was published on January 23, 2026 on the IDX website, the Company's
website, and the website of PT Kustodian Sentral Efek Indonesia ("eASY.KSEI"). The
46
Page 47
invitation to attend the Independent EGMS is planned to be announced on the IDX
website, the Company's website, and eASY.KSEI on February 9, 2026.
Shareholders who are entitled to attend the EGMS and Independent EGMS related to the
agenda of approval for Changes in Business Activities and the Transaction Plan are the
Shareholders (and in connection with the Independent EGMS, the Independent
Shareholders) whose names are recorded in the Company's Shareholder Register on the
Recording Date.
In accordance with the provisions of Article 1 point 12 of POJK 15/2020, Independent
Shareholders are shareholders who do not have personal economic interests in connection
with a particular transaction and are not members of the Board of Directors, members of
the Board of Commissioners, major shareholders, and Controllers of the Company or are
not affiliated parties of members of the Board of Directors, members of the Board of
Commissioners, major shareholders and Controllers of the Company.
In accordance with the provisions of Article 44 points a and b of POJK 15/2020, an
Independent EGMS may be held if the Independent EGMS is attended by more than 1/2
(one half) of the total number of shares with valid voting rights owned by Independent
Shareholders. The decision of the Independent EGMS is valid if approved by more than 1/2
(one half) of the total number of shares with valid voting rights owned by Independent
Shareholders.
In accordance with the provisions of Article 20 of POJK 15/2020, in the event that the
required quorum for attendance of Independent Shareholders is not achieved in the first
Independent EGMS, the next Independent EGMS is planned to be held within 10 (ten) days
after the first Independent EGMS is held.
In accordance with the provisions of Article 44 points c and d of POJK 15/2020, the second
Independent EGMS can be held if attended by more than 1/2 (one half) of the total
number of shares with valid voting rights owned by Independent Shareholders and the
decision is valid if approved by more than 1/2 (one half) of the total number of shares with
valid voting rights owned by Independent Shareholders who are present at the second
Independent EGMS.
In accordance with the provisions of Article 21 of POJK 15/2020, if the required quorum
for attendance of Independent Shareholders is not achieved in the second Independent
EGMS, the next Independent EGMS is planned to be held according to the time determined
by the OJK.
In accordance with the provisions of Article 44 points e and f POJK 15/2020, in the event
that the attendance quorum at the second Independent EGMS is not reached, the third
Independent EGMS will be held with the provision that the Meeting is valid and has the
right to make decisions if attended by independent shareholders of shares with valid
voting rights, within the attendance quorum determined by the OJK at the request of the
Company. The decision of the third Independent EGMS is valid if approved by independent
shareholders representing more than 50% (fifty percent) of the shares owned by
independent shareholders present at the third Independent EGMS.
The Company's shareholders may propose agenda items for the EGMS and Independent
EGMS which must be received by the Company no later than February 2, 2026 and meet
the requirements as referred to in Article 21 paragraph (8) letter b of the Company's
Articles of Association in conjunction with Article 16 paragraphs (1), (2), and (3) POJK
15/2020.
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The attendance and voting quorums for the EGMS regarding the approval of the proposed
disposal of all shareholding assets in PTMR to Deep Source Pte. Ltd. are as follows:
a. The EGMS may be held if attended by shareholders representing at least 3/4 (three-
quarters) of the total shares with valid voting rights, and the resolution of the EGMS shall
be valid if approved by more than 3/4 (three-quarters) of all shares with voting rights
present at the EGMS;
b. In the event that the quorum referred to in point (a) is not met, a second EGMS may be
held, provided that it shall be valid and entitled to adopt resolutions if attended by
shareholders representing at least 2/3 (two-thirds) of the total shares with valid voting
rights, and the resolution of the second EGMS shall be valid if approved by more than 3/4
(three-quarters) of all shares with voting rights present at the EGMS; and
c. In the event that the attendance quorum for the second EGMS as referred to in point
(b) is not met, a third EGMS may be held, provided that it shall be valid and entitled to
adopt resolutions if attended by shareholders with valid voting rights in such attendance
and voting quorums as determined by the OJK upon the Company’s request.
Furthermore, the attendance and voting quorums for the Independent EGMS are as
follows:
a. The EGMS may be held if attended by more than 1/2 (one-half) of the total shares with
valid voting rights held by Independent Shareholders, and the resolution of the EGMS
shall be valid if approved by more than 1/2 (one-half) of the total shares with valid voting
rights held by Independent Shareholders;
b. In the event that the quorum referred to in point (a) is not met, a second EGMS may be
held if attended by more than 1/2 (one-half) of the total shares with valid voting rights
held by Independent Shareholders, and the resolution of the second EGMS shall be valid if
approved by more than 1/2 (one-half) of the total shares with valid voting rights held by
the Independent Shareholders present at the EGMS;
c. In the event that the attendance quorum for the second EGMS as referred to in point
(b) is not met, a third EGMS may be held, provided that it shall be valid and entitled to
adopt resolutions if attended by Independent Shareholders with valid voting rights, within
the attendance quorum determined by the OJK upon the Company’s request; and the
resolution of the third EGMS shall be valid if approved by Independent Shareholders
representing more than 50% (fifty percent) of the shares held by Independent
Shareholders present at the EGMS.
In the event that the Change of Business Activities does not obtain EGMS approval, the
proposed plan may only be resubmitted for EGMS approval at the earliest 12 (twelve)
months after the date of the EGMS that did not approve said change.
In the event that an Affiliated Transaction requiring prior approval from Independent
Shareholders or a Conflict of Interest Transaction is not approved by the Independent
Shareholders in the EGMS, the proposed transaction may only be resubmitted for EGMS
approval at the earliest 12 (twelve) months after the date of the EGMS that did not
approve said transaction.
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X. LIST OF IMPORTANT DATES RELATED TO THE PLAN OF THE TRANSACTION
Estimated important dates in connection with the Proposed Transaction and Changes in
Business Activities are as follows:
No Activity Date
1. Notification of the Agenda of the EGMS and Independent EGMS January 15, 2026
to the OJK
2. Announcement of EGMS and Independent EGMS January 23, 2026
3. Announcement of Disclosure of Information January 23, 2026
4 Invitation to EGMS and Independent EGMS March 5, 2026
5. EGMS and Independent EGMS March 27, 2026
6. Transaction Plan and Business Activity Change Plan are carried March 27, 2026
out
7. Submission of Summary of Minutes of EGMS and Independent March 30, 2026
EGMS
XI. MISCELLANEOUS
If shareholders require further information regarding the Transaction Plan and Changes to
Business Activities, they can contact the Company on any day and during the Company's
operational hours:
Corporate Secretary
Jl. Prince Jayakarta No.135 Block C12-15, South Mangga Dua
Sawah Besar, South Jakarta
Phone: 021 – 624-0170
Website: www.masterprint.co.id
Email: corsec@masterprint.co.id
Ardi Kusuma
President director
49
Names mentioned 57 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×11
unresolved
org
PT SAMUDERA LAYAR NUSANTARA BY
p.1
unresolved
org
PT SAMUDERA LAYAR NUSANTARA. In
p.1
unresolved
org
PT Samudera Layar Nusantara
p.2 ×8
unresolved
org
Deep Source Pte. Ltd.
p.4 ×11
unresolved
org
Bank Balances
p.5
unresolved
org
KJPP Syarif
p.6 ×7
unresolved
org
Endang dan Rekan
p.6 ×6
unresolved
person
Novianti
p.6
unresolved
org
Ministry of Law and Human Rights
p.6 ×2
unresolved
person
Stephanie Wilmarta
p.6
unresolved
org
Minister of Law and Human Rights
p.6 ×8
unresolved
org
PT Kencana Usaha Sentosa
p.7
unresolved
person
Helli IB Susetyo
p.7 ×7
unresolved
person
Drajat Darmadji
p.9
unresolved
person
Christina Dwi Utami SH
p.9 ×2
unresolved
person
Drs. Gilbert Rely
p.10 ×2
unresolved
person
H. Warman
· Notaris
p.11 ×2
unresolved
person
Putra Hutomo
· Notaris
p.11 ×2
unresolved
org
South Jakarta District Court
p.16 ×2
unresolved
person
Robert Prasetia Mulia
· Notaris
p.16 ×3
unresolved
org
Minister of Law
p.16 ×2
unresolved
org
PT Prima
p.17 ×3
unresolved
org
North Jakarta District Court
p.17
unresolved
org
Anwar
p.18 ×2
unresolved
org
PT Huaxin Mining Group
p.18
unresolved
org
PT Merano Karya Bahari
p.18
unresolved
org
PT Marin Mitra Nusantara
p.18
unresolved
org
PT Prima Dharma Karsa. As
p.18
unresolved
org
PT Samudera Layar Nusantara. B
p.19
unresolved
person
Darmawan Wangsa
· Seller
p.19 ×4
unresolved
org
PT Mitra Pack Tbk's
p.22 ×2
unresolved
org
PT Samudera Layar Nusantara B. Structure
p.27
unresolved
org
PT Mitra Pack Publik Pte. Ltd.
p.27
unresolved
org
PT Samudera
p.27
unresolved
org
PT Prima Dharma Karsa
p.29
unresolved
org
KJPP Ihot
p.39
unresolved
org
PT BCA Finance
p.43
unresolved
org
PT Astra Finance
p.43
unresolved
org
PT Mega Finance
p.43
unresolved
org
Government of the Republic of Indonesia
p.45
unresolved
org
PT Adimitra Jasa Korpora
p.46
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.46
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
11760 ms
12 Sep 2026 22:31
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