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20260305_PTMR_Pemanggilan RUPS_32041308_lamp1.pdf

RUPS notice Text extracted PTMR

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Page 1
                                  Correction to Invitation
                       Extraordinary General Meeting of Shareholders
                    And the Independent General Meeting of Shareholders
                                    PT Master Print Tbk
                                       ("Company")

With reference to the Notice of the Extraordinary General Meeting of Shareholders and the Independent
General Meeting of Shareholders issued and announced by the Company on February 9, 2026, and the
announcement of Postponement of the Extraordinary General Meeting of Shareholders and the
Independent General Meeting of Shareholders dated March 2, 2026.

The Board of Directors of the Company hereby conveys an Amendment to the Notice of the Extraordinary
General Meeting of Shareholders (“EGMS”) and the Independent General Meeting of Shareholders
(“IGMS”) (hereinafter, the EGMS and IGMS shall be collectively referred to as the (“Meeting”)), which was
originally scheduled to be held on:


Day/Date              : Tuesday, March 3, 2026
Time                  : 1:00 p.m. Western Indonesian Time – finished
Place                 : Ruby Ballroom – Fairmont Hotel Jakarta
                        Jl. Asia Afrika No.8, Gelora, Kec. Tanah Abang, Jakarta 10270
                        The IGMS will be held immediately after the EGMS.
Changed to the following:

Day/Date                : Friday, March 27, 2026
Time                    : 1:00 p.m. Western Indonesian Time – finished
Place                   : Ruby Ballroom – Fairmont Hotel Jakarta
                          Jl. Asia Afrika No.8, Gelora, Kec. Tanah Abang, Jakarta 10270
                          The EGMS will be held immediately after the IGMS.



Agenda of the EGMS:
1. Approval of the Acquisition of the Company by Deep Source Pte. Ltd.

   Explanation:
   In accordance with Article 28 paragraph (1) of the Company’s Articles of Association, which requires
   that any acquisition may only be carried out with the approval of the Company’s General Meeting of
   Shareholders.


2. Approval of the amendments to the Company’s Articles of Association, namely Article 28 paragraph (1)
   regarding the removal of the requirement for General Meeting of Shareholders’ approval in relation to
   acquisitions, and Article 12 paragraph (10) regarding the authority to represent the Company.

   Explanation:
   The amendments to the Company's articles of association are carried out to: (i) remove the provisions
   in Article 28 paragraph (1) regarding the requirements for the General Meeting Shareholders’ approval
   for the Acquisitions of the Company, in order to comply with the provisions of the applicable laws and
   regulations which do not require approval by the General Meeting Shareholders in the case of a public
   company being the target of a acquisitions, so that in the future, shareholders’ approval will no longer
   be required in the event the Company is acquired; and (ii) amend the provision regarding the authority
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   to represent the Company as stipulated in Article 12 paragraph (10), so that such authority shall be
   exercised by the President Director together with one (1) other Director.

3. Approval of the change in the Company’s shareholding structure to 100% public ownership

   Explanation:
   In connection with the Company's status as a public company, whose capital is invested indirectly or
   through portfolio, the Company's shareholding structure will be adjusted to 100% public ownership.

4. Approval of the amendment to Article 3 of the Company's Articles of Association in relation to changes
   in the Company's business activities.

   Explanation:
   As stipulated in Article 22 paragraph (1) letter a of the Financial Services Authority Regulation Number
   17/POJK.04/2020 on Material Transactions and Changes in Business Activities, public companies that
   make changes to their business activities are required to first obtain shareholder approval. The
   amendments are made to adjust and/or add the Indonesian Standard Classification of Business Fields
   (“KBLI”) code in Article 3 of the Articles of Association with a KBLI code that are more aligned with the
   business activities to be carried out by the Company, namely (i) KBLI 64200 – Holding Company
   Activities; (ii) KBLI 70100 – Head Office Activities; and (iii) KBLI 70209 – Other Management Consulting
   Activities or other KBLI that are relevant or appropriate to the holding company activities.

5. Approval of changes to the composition of the Company's Board of Directors and Board of
   Commissioners.

   Explanation:
   Based on the provisions of Article 3 of the Financial Services Authority Regulation No. 33/POJK.04/2014
   concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies,
   members of the Board of Directors are appointed and dismissed by the General Meeting Shareholders.
   Therefore, approval of the resignation of members of the Company's Board of Directors and Board of
   Commissioners , as well as the appointment of new members of the Board of Directors and Board of
   Commissioners must first be obtain from the General Meeting Shareholders.

   In connection with the change in the composition of the members of the Board of Directors and Board
   of Commissioners of the Company, the General Meeting Shareholders also grants authority and power
   to the newly appointed members of the Board of Directors of the Company, with subtitution rights, to
   execute a notarial deed reflecting the changes in the Board composition, notify the Minister of Law of
   the Republic of Indonesia, register the changes in the company registry, and undertake all necessary
   actions in accordance with the prevailing laws and regulations.

Agenda of the IGMS:
1. Approval in relation to the Company's plan to carry out a material transaction in the form of the sale
   and/or transfer of all of the Company's assets and liabilities to PT Mitra Pack Tbk (" Asset Transfer
   Transaction ")

   Explanation:
   In accordance with Article 12 paragraph (7) of the Company's articles of association and Article 3
   paragraph (1) in conjunction with Article 6 paragraph (1) letter d number 1 in conjunction with Article 14
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   letter a of the Financial Services Authority Regulation No. 17/POJK.04/2020 on Material Transactions
   and Changes in Business Activities, the Asset Transfer Transaction constitutes a material transaction
   with a value exceeding 50% (fifty percent) of the Company's equity, and also constitutes an affiliated
   transaction, as PT Mitra Pack Tbk is an affiliate of the Company. The Asset Transfer Transaction also
   potentially involves a conflict of interest because it is carried out in connection with the acquisition of the
   Company by Deep Source Pte. Ltd. Therefore, the Company is required to obtain approval from the
   Independent General Meeting Shareholders to carry out the Asset Transfer Transaction.

2. Approval in relation to the Company's plan to carry out a material transaction in the form of purchasing
   49% (forty-nine percent) of shares in PT Samudera Layar Nusantara (" Share Purchase Transaction
   ")

   Explanation:
   In accordance with Article 3 paragraph (1) in conjunction with Article 6 paragraph (1) letter d number 1
   in conjunction with Article 14 letter b of the Financial Services Authority Regulation No.
   17/POJK.04/2020 on a Material Transactions and Changes in Business Activities, the Share Purchase
   Transaction constitutes a material transaction with value exceeding 50% (fifty percent) of the Company's
   equity. Furthermore, when combined the acquisition of the Company by Deep Source Pte. Ltd. andthe
   Asset Transfer Transaction, it may potentially constitute conflict of interest. Therefore, the Company is
   required to obtain the approval of the Independent General Meeting Shareholders to carry out the Share
   Purchase Transaction.

General requirements:
1. This Notice serves as the official invitation to Shareholders; no further invitations will be sent. For your
   convenience, documentation is hosted on the Company’s website and the electronic platforms of the
   IDX and KSEI (eASY.KSEI) platform ( https://akses.ksei.co.id/ ).
2. Shareholders who are entitled to attend the Meeting electronically or be represented at the Company's
   Meeting are the Company's Shareholders whose names are validly recorded in the Company's
   Shareholders Register on Wednesday, March 4 2026 at 16.00 WIB ("Entitled Shareholders") or their
   authorized proxies.
3. The Meeting materials, including the resumes of the proposed candidates for member of Board
   Commissioners and Board of Directors to be appointed at the Meeting, the Meeting Rules of Procedure
   and other documents related to the implementation of the Meeting, are available and can be accessed
   and downloaded through the Company's website ( www.masterprint.co.id) or the eASY.KSEI platform
   (https://akses.ksei.co.id/) until the Meeting is held.
4. With reference to Regulation of Financial Services Authority No. 15/POJK.04/2020 of 2020
   on Planning and Organization of General Meetings of Shareholders By Publicly-
   Traded Companies (“POJK 15/2020”) and KSEI Regulation Number: XI-B of 2022 concerning
   Procedures for Conducting General Meetings of Shareholders Electronically accompanied by Voting
   through eASY.KSEI, then:
   a. The Meeting will be held physically and electronically at the venue. Therefore, pursuant to Article
        24 paragraph (5) of Financial Services Authority Regulation (POJK) Number 14 of 2025 on the
        Implementation of General Meetings of Shareholders, General Meetings of Bondholders, and
        General Meetings of Sukuk holders Electronically (“POJK 14/2025”), shareholders are expected to
        attend the Meeting either physically at the Meeting venue or electronically through eASY.KSEI.
   b. If authorized/represented by another party, shareholders can provide power of attorney
        electronically (e-Proxy) via the eASY.KSEI application (https://akses.ksei.co.id/) or provide power
        of attorney conventionally.
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5. Shareholders who grant power of attorney electronically via the eASY.KSEI application as referred to in
   number 4 letter (b) above are expected to pay attention to the following matters:
   a. The Company's Shareholders who can use the eASY.KSEI application are Shareholders whose
        shares are held in KSEI's collective custody;
   b. The Company's Shareholders must first be registered in the KSEI Securities Ownership Reference
        Facility (" Akses KSEI "). For Shareholders who are not yet registered, please first register through
        the eASY.KSEI website (https://akses.ksei.co.id); and
   c. To use the eASY.KSEI application, Shareholders may access eASY.KSEI through eASY.KSEI Login
        sub-menu available on the KSEI Akses facility (https://akses.ksei.co.id).
   Guidelines for registration, usage, and further information regarding eASY.KSEI (eProxy and e-voting)
   can be found on the eASY.KSEI website (https://akses.ksei.co.id/).
6. Shareholders or their proxies who will attend electronically via the eASY.KSEI application as referred to
   in number 5 letters (a) and (b) above are requested to observe the following:
   a. The Company's Shareholders may declare their attendance electronically up to 1 (one) day before
       the date of the Meeting, namely on Thrusday, March 26, 2026, at 11.30 WIB (" Attendance
       Declaration Deadline "), and may submit or amend their voting choices via eASY.KSEI from the
       date of this notice until the Attendance Declaration Deadline.
   b. For the following matters:
        (i) Shareholders of the Company who have not declared their electronic attendance by the
              Attendance Declaration Deadline;
        (ii) Shareholders of the Company who have declared electronic attendance but have not yet
              determined their voting choice by the Attendance Declaration Deadline;
        (iii) Individual Representatives, and Independent Parties appointed by the Company (namely, PT
              Adimitra Jasa Korpora as the Company's Securities Administration Bureau (" BAE ")) who have
              received power of attorney from the Company's Shareholders, but the Shareholders concerned
              have not yet determined their voting choices by the Attendance Declaration Deadline;
        (iv) KSEI/Intermediary Participants (Custodian Banks or Securities Companies) who have received
              proxies from Shareholders and have submitted votes via eASY.KSEI, are required to complete
              registration through the eASY.KSEI application on the date of the Meeting between 11.30 WIB
              and 13.30 WIB.
   c. Delays or failures in the electronic registration process for any reason will result in Shareholders or
       their proxies being unable to attend the Meeting electronically and their share ownership will not be
       counted towards the attendance quorum of the Meeting
7. For Shareholders of the Company in the form of a document/script, they can provide power of attorney
   through a power of attorney available on the Company's website (https://www.masterprint.co.id) by
   paying attention to the mechanism in point 8 below.
8. The Company's Shareholders may be represented by their attorney:
   a. by providing electronic power of attorney (e-Proxy) through the eASY.KSEI application with the
        provision that Shareholders are required to submit their power of attorney and vote, make changes
        to the appointment of the proxy and/or vote choice for the Meeting agenda, or revoke the power of
        attorney, electronically through eASY.KSEI from the date of this notice until the Deadline for the
        Declaration of Attendance; or
   b. by using the conventional power of attorney form available on the Company's website
        (https://www.masterprint.co.id), with the following provisions:
        (i) members of the Board of Directors, Board of Commissioners and employees of the Company
              may act as proxies at the Meeting, but their votes will not be counted;
        (ii) The Company's shareholders are not entitled to grant power of attorney to more than one proxy
              for a portion of the number of shares they own with different votes;
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          (iii) In the case of a power of attorney as referred to in point 8 letter (b) is signed outside the territory
                of the Republic of Indonesia, the power of attorney must be legalized by a local Public Notary
                and the nearest official representative office of the government of the Republic of Indonesia;
          (iv) Shareholders may grant conventional power of attorney to an independent party appointed by
                the Company, namely a representative from BAE; and
          (v) The power of attorney form can be downloaded from the Company's website and when
                completed must be submitted to the BAE whose office address is at Kirana Boutique Office
                Building, Jalan Kirana Avenue III Block F3 No. 5, Kelapa Gading-North Jakarta 14250, DKI
                Jakarta, Indonesia. (" BAE Office "), on every working day from the date of the Meeting notice
                until no later than 3 (three) working days before the Meeting is held, namely on Tuesday, March
                17, 2026, until 14.00 WIB.
9. The Company's Shareholders or their proxies can watch the ongoing Meeting via Zoom webinar by
    accessing the eASY.KSEI menu, under the “Meeting Broadcast” submenu available in the KSEI Akses
    facility (https://akses.ksei.co.id/) or via “Meeting Broadcast” menu on the Akses KSEI mobile application,
    with the following provisions:
    a. The Company's Shareholders or their proxies must be registered in the eASY.KSEI application no
          later than March 26, 2026, at 16.00 WIB.
    b. The Meeting Broadcast has a capacity of up to 500 participants, with attendance on a first-come,
          first-served basis. Shareholders or their proxies who are unable to watch the Meeting via the
          Broadcast are still considered to have attended electronically, and their shareholding and votes will
          be counted, provided they are registered in eASY.KSEI;
    c. Shareholders of the Company or their proxies who only watch Meeting through the General Meeting
          Shareholders Broadcast but have not registered electronically attendance in eASY.KSEI
          application, then the presence of the Shareholder or their proxies will be deemed invalid and will
          not be included in the calculation of the attendance quorum for the Meeting.
10. If after the date of this Notice there are any technical operational changes to the eASY.KSEI application,
    or changes to KSEI regulations, guidelines and/or explanations related to the holding of Meetings
    electronically through the eASY.KSEI application, then these changes will apply to the implementation
    of the Meeting, and all arrangements in these General Provisions related to the holding of Meetings
    electronically through the eASY.KSEI application will be deemed to be adjusted to these changes.
11. In relation to the agenda item of the IGMS that requires approval from Independent Shareholders,
    Independent Shareholders are encouraged to complete the Independent Statement Form and sign it
    with a Rp10,000 duty stamp. The form may be downloaded from the Company’s website at
    https://www.masterprint.co.id. Independent Shareholders who will attend electronically or grant a power
    of attorney electronically (e-Proxy) may download the form and submit it to the Share Registrar’s Office
    (BAE) as referred to in item 8 letter (b) above or via email at opr@adimitra-jk.co.id, no later than 3 (three)
    business days prior to the Meeting, namely on Thursday, March 17 2026, at 14:00 WIB. Independent
    Shareholders (or their duly authorized proxies) who will attend physically are required to submit the form
    prior to the commencement of the Meeting.


Additional notes:
Shareholders or their proxies may attend the Meeting electronically or physically. Shareholders or their
proxies who are physically present must follow the protocol at the Meeting location determined by the
Company, including the following:
1) To facilitate the arrangement and order of the Meeting, shareholders or their authorized proxies are
   kindly requested to be present at the Meeting venue no later than 30 (thirty) minutes before the Meeting
   commences.
2) The company does not provide food, drinks, or souvenirs.
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3) During the Meeting, any changes and/or additional information regarding the Meeting procedures will
   be announced on the Company's website ( https://www.masterprint.co.id ).
4) In the event of an emergency whereby the Company is unable to hold the Meeting physically, the
   Company will conduct the Meeting electronically without the physical presence of Shareholders, after
   providing prior notice to the Shareholders of the Company.

                                        Jakarta, March 5, 2026
                                         PT Master Print Tbk
                                          Board of Directors

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Source IDX
Size0.64 MB
Published5 Mar 2026
Pages6
Characters19,388
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Names mentioned 8 people and organisations named in the text · linked when the evidence is strong

linked org Master Print Tbk p.1 ×5
linked org Mitra Pack Tbk p.2 ×5
unresolved org Deep Source Pte. Ltd. p.1 ×3
unresolved org Financial Services Authority p.2 ×6
unresolved org Minister of Law p.2
unresolved org PT Samudera Layar Nusantara p.3
unresolved org PT Adimitra Jasa Korpora p.4
unresolved org government of the Republic of Indonesia p.5

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