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20260228_PTMR_Rencana Transaksi Material Dengan Persetujuan RUPS_32039938_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 27 February 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
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Acquisition Transaction of the Company by DS. The Board of Directors and 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 a of POJK 17/2020, as well as the approval of the Company’s
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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.
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
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:
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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.
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
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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 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 Shares Amount (Rp) (%)
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 Paid-
250.000 25.000.000.000 100,00%
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
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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
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
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
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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 Paid-
1.907.000.000 47.675.000.000 100,00%
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)
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:
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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);
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
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Page 14
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);
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.
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Page 15
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:
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
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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 Karsa 71.400 71.400.000.000 51,00 %
- Mr. Darmawan Wangsa 68.600 68.600.000.000 49,00 %
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
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
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Page 17
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.
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
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Page 18
(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 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
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Page 19
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;
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;
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Page 20
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:
Expressed in full Indonesian Rupiah
Asset and Liability Sale
Description PTMR (Rp) Percentage Threshold Analysis Results
Transaction Value(Rp)
Including material transactions that require
Equity 88.177.148.690 102.184.994.617 115,89% >20%
GMS approval
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.
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
Transaction Value
Description PTMR (Rp) SLN (Rp) Percentage Threshold Analysis Results
(Rp)
Including material transactions that require
Equity 88.177.148.690 170.367.399.260 89.518.000.000 101,52% >20%
GMS approval
Including material transactions that require
Total Assets 143.775.377.160 171.853.242.363 - 119,53% >50%
GMS approval
Including material transactions that require
Net Sales 97.308.765.210 57.577.635.877 - 59,17% >50%
GMS approval
Net Income (10.503.915.995) 19.661.877.515 - -187,19% >50% Including material transactions
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:
A.Net Sales Analysis Amount (Rp) B. Net Profit (loss) Analysis Amount (Rp)
PTMR’s Revenue before Acquisition 97.308.765.210 PTMR's Net Profit (loss) before Acquisition (10.503.915.995)
100% revenue of SLN 57.577.635.877 100% Net Profit (loss) of SLN 19.661.877.515
PTMR's Revenue after 49% Acquisition PTMR's Net Profit (loss) after 49%
28.213.041.580 9.634.319.982
SLN acquisition SLN
Difference in Increase (Decrease) in Difference in Increase (Decrease) in Net
Revenue After and Before the SLN 69.095.723.630 Profit (loss) After and Before the SLN 20.138.235.977
Acquisition Acquisition
Revenue Variance (%) -71,0% Net Profit (loss) Variance (%) 191,7%
Source: Audited Financial Statements as of September 30, 2025.
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 of the Business Activity
Change Plan will support the Company's long-term growth and provide added value for the
Company and its shareholders.
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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.
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
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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 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.
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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
99,00%
GPK Aset Tetap
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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 Publik PT Mitra Pack
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:
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.
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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 to operate
independently and sustainably without reliance on the Company’s daily management. With
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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
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.
- 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
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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 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
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- 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
Central Industrial Park Complex, Omega Block No.
Land and Warehouse
1 22-23, Kemiri Village, Sidoarjo District, Sidoarjo V V
Building (2 units)
Regency, East Java Province.
Pangeran Jayakarta Street, Prima Jayakarta Complex
Block C No. 15, South Mangga Dua Village, Sawah
2 Shophouse/Shophouse V V
Besar District, Central Jakarta Administrative City,
Special Capital Region of Jakarta Province.
Tangerang area, Banten Province, in Serang, Banten
Vehicles and Heavy
3 Province, in Jakarta, DKI Jakarta Province and V V
Equipment
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.
Tangerang area, Banten Province, in Serang, Banten
Office Inventory and
5 Province, in Jakarta, DKI Jakarta Province and V V
Equipment
Sidoarjo, East Java Province.
Tangerang area, Banten Province, in Serang, Banten
Packaging Equipment
6 Province, in Jakarta, DKI Jakarta Province and V V
Inventory
Sidoarjo, East Java Province.
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:
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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 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
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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. 00003/2.0110-00/BS/05/0113/1/I/2026 dated 23 January 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 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
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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.
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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.
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
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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 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)
Keterangan Okt-Des 2025 2026 2027 2028 2029 2030
Aset 142.258.944 155.390.349 175.747.784 204.503.070 212.705.750 228.107.491
Liabilitas 53.540.068 57.155.659 61.410.604 6.619.061 71.325.852 76.500.638
Ekuitas 88.718.876 98.234.690 114.337.180 138.384.009 141.379.898 151.606.853
Pendapatan Usaha 32.436.255 149.206.773 171.587.789 197.325.958 187.459.660 215.578.609
Laba (Rugi) Usaha (236.410) 7.021.521 15.184.012 25.281.803 (1.788.910) 7.405.181
Laba Periode Berjalan 19.210.820 10.417.762 16.931.111 24.958.311 3.998.520 11.329.849
EBITDA 447.424 9.719.351 17.254.558 27.379.682 337.668 9.158.653
*) EBITDA= Earning Before Interest Tax Depreciation Amortisation
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)
Keterangan Okt-Des 2025 2026 2027 2028 2029 2030
Aset 174.754.717 190.135.538 207.164.952 229.307.575 256.539.221 285.212.157
Liabilitas 1.535.352 1.597.745 1.642.508 1.700.288 1.802.537 1.811.606
Ekuitas 173.219.365 188.537.793 205.522.444 227.607.287 254.736.684 283.400.551
Pendapatan Usaha 19.754.138 105.355.400 124.089.787 150.915.886 193.901.118 199.873.454
Laba (Rugi) Usaha 3.089.016 16.582.693 18.478.728 23.895.834 29.456.210 31.062.348
Laba Periode Berjalan 2.851.966 15.318.428 16.984.651 22.084.843 27.129.397 28.663.867
EBITDA 4.661.373 22.922.833 25.016.718 30.641.671 36.404.896 38.213.883
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.
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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.
IXI. 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 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.
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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.
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;
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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 to the January 15, 2026
OJK
2. Announcement of EGMS and Independent EGMS January 23, 2926
3. Announcement of Disclosure of Information January 23, 2026
4 Invitation to EGMS and Independent EGMS February 9, 2026
5. EGMS and Independent EGMS March 3, 2026
6. Transaction Plan and Business Activity Change Plan are carried out March 3, 2026
7. Submission of Summary of Minutes of EGMS and Independent EGMS March 5, 2026
XIV. 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
47
Names mentioned 56 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 ×7
unresolved
org
Bank Balances
p.5
unresolved
org
KJPP Syarif
p.5 ×7
unresolved
org
Endang dan Rekan
p.5 ×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 ×9
unresolved
org
PT Kencana Usaha Sentosa
p.6
unresolved
person
Helli IB Susetyo
p.7 ×7
unresolved
person
Drajat Darmadji
p.8
unresolved
person
Christina Dwi Utami SH
p.8 ×2
unresolved
org
Minister of Law
p.8
unresolved
person
Drs. Gilbert Rely
p.9 ×2
unresolved
person
H. Warman
· Notaris
p.10 ×2
unresolved
person
Putra Hutomo
· Notaris
p.10 ×2
unresolved
org
South Jakarta District Court
p.14 ×2
unresolved
person
Robert Prasetia Mulia
· Notaris
p.15 ×3
unresolved
org
PT Prima Dharma Karsa
p.16 ×2
unresolved
person
Darmawan Wangsa
· Seller
p.16 ×5
unresolved
org
North Jakarta District Court
p.16
unresolved
org
Anwar
p.16 ×2
unresolved
org
PT Huaxin Mining Group
p.17
unresolved
org
PT Merano Karya Bahari
p.17
unresolved
org
PT Marin Mitra Nusantara
p.17
unresolved
org
PT Prima Dharma Karsa. As
p.17
unresolved
org
PT Samudera Layar Nusantara. B
p.17
unresolved
org
Deep Source Pte. Ltd.
p.17 ×10
unresolved
org
PT Mitra Pack Tbk's
p.20 ×2
unresolved
org
PT Prima
p.25 ×2
unresolved
org
PT Samudera Layar Nusantara B. Structure
p.25
unresolved
org
PT Samudera
p.25
unresolved
org
KJPP Ihot
p.36
unresolved
org
PT BCA Finance
p.40
unresolved
org
PT Astra Finance
p.40
unresolved
org
PT Mega Finance
p.40
unresolved
org
Government of the Republic of Indonesia
p.43
unresolved
org
PT Adimitra Jasa Korpora
p.44
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.44
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22761 ms
12 Sep 2026 22:31
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