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20260228_PTMP_Rencana Transaksi Material Dengan Persetujuan RUPS_32039936_lamp2.pdf
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INFORMATION DISCLOSURE
IN ORDER TO COMPLY WITH FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 17 OF 2020
CONCERNING MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES (“POJK
17/2020”) AND FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 42 OF 2020
CONCERNING AFFILIATE TRANSACTIONS AND CONFLICTS OF INTEREST (“POJK 42/2020”)
THIS INFORMATION TO SHAREHOLDERS IS PREPARED IN REGARD TO THE SALE AND TRANSFER OF
ALL OF THE COMPANY'S SHARE OWNERSHIP IN PT MASTER PRINT TBK TO DEEP SOURCE PTE. LTD.,
THE PURCHASE OF FIXED ASSETS OWNED BY PAK ARDI KUSUMA AND THE PURCHASE OF ASSETS
AND LIABILITIES OF PT MASTER PRINT TBK (“PROPLAN TRANSACTION”). THIS INFORMATION TO
SHAREHOLDERS IS VERY IMPORTANT AND SHOULD BE NOTED BY THE COMPANY'S
SHAREHOLDERS.
PT MITRA PACK TBK
(“Company”)
Main Business Activites:
Engaged in the trading sector as an
official distributor and rental of industrial packaging goods,
including spare parts.
Based in Jakarta, Indonesia
Headquarters:
Jl. Pangeran Jayakarta No.135 Blok B20
Telephone: 021 – 624-0170
Operational Office:
Jl. Dr. Sitanala No. 11 Karangsari Village, Neglasari District, Tangerang City 15129
Website: www.mitrapack.co.id ; Email: corsec@mitrapack.co.id
THIS DOCUMENT CONTAINS INFORMATION TO SHAREHOLDERS IN CONNECTION WITH THE
COMPANY'S PLANS TO:
(i) SELL AND TRANSFER ALL OF THE COMPANY'S SHARES IN PT MASTERPRINT TBK TO DEEP SOURCE
PTE. LTD.;
(ii) PURCHASE FIXED ASSETS OWNED BY ARDI KUSUMA; AND
(iii) PURCHASE ASSETS AND LIABILITIES OWNED BY PT MASTER PRINT TBK.
In case of any doubt regarding any aspect of this Disclosure of Information to Shareholders or regarding
the action you should take, you may consult with your securities broker representative or a registered
securities company representative, investment manager, legal advisor, accountant or other professional
advisor.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY, EITHER
INDIVIDUALLY OR 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 February 27, 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 affiliates that the Company will carry out, in connection with:
1. Sale and transfer of all shares of the Company and Mr. Ardi Kusuma in PT Master Print Tbk
(“PTMR”) to Deep Source Pte. Ltd. (“DS”) with a total nominal value of Rp142,784,000,000
(one hundred forty two billion seven hundred eighty-four million rupiah) or 1,472,000,000
shares representing 77.19% (seventy seven point nineteen percent) of all issued and paid-
up capital of PTMR (“PTMR Divestment Transaction”);
2. Purchase of fixed assets in the form of land and buildings owned by Ardi Kusuma, who is the
President Director and Shareholder of PTMR amounting to 0.77% worth Rp37,430,100,000
and is also the President Director of the Company. ("Fixed Asset Purchase Transaction")
3. Purchase of Assets and Liabilities for PTMR in the form of land/buildings, vehicles, packaging
machines, inventory and office equipment, packing equipment supplies and 99.99% of GPK
shares (PTMR's subsidiary) worth IDR 102,184,994,617 (one hundred two billion one
hundred eighty four million nine hundred ninety four thousand six hundred and seventeen
rupiah) (“Asset and Liability Purchase Transaction”).
The three actions described in points 1, 2, and 3 above are collectively considered and referred to
as the Transaction Plan.
The implementation of the PTMR Divestment Transaction as referred to in point 1 above is
outlined in the Share Sale and Purchase Agreement in PT Master Print Tbk (Agreement for the Sale
and Purchase of Shares) dated November 11, 2025, between the Company and Mr. Ardi Kusuma
as the seller and DS as the buyer, as most recently amended by the Addendum to the Shares Sale
and Purchase Agreement in PT Master Print Tbk dated 26 February 2026 (the “Shares Sale and
Purchase Agreement”).
Furthermore, the implementation of the Fixed Asset Acquisition Transaction as referred to in item
2 above is set out in the Master Agreement dated January 23, 2026, as amended by the Addendum
to the Master Agreement dated February 26, 2026 (the "Fixed Asset Purchase Agreement").
The PTMR Asset and Liability Purchase Transaction, as referred to in point 3 above, is outlined in
the Master Agreement dated January 23, 2026 (the "Asset and Liability Purchase Agreement").
The Company's proposed transaction will be implemented in stages and are interconnected in
nature. In the first stage, the Company will sell and transfer all of its shares in PTMR to DS.
Subsequently, the Company will purchase Ardi Kusuma's fixed assets and acquire PTMR's assets
and liabilities.
The Proposed Transaction constitutes an integrated internal restructuring designed and
implemented in a comprehensive manner and having interrelated components that are
inseparable. This restructuring is undertaken as a strategic measure by the Company to simplify
its ownership structure and to place its core business activities directly under the control of the
Company.
In the context of such restructuring, the Company will first transfer its entire share ownership in
PTMR, which will subsequently be followed by the direct acquisition by the Company of PTMR’s
operational assets and liabilities related to its core business activities. The sequence of these
transactions is necessary to ensure that the business activities can be transferred effectively and
on a going-concern basis without disrupting ongoing operations.
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Accordingly, the Proposed Transaction does not result in the disposal of the Company’s business
activities, but rather constitutes an internal reorganization of its business structure, whereby
control and economic benefits of the business activities remain with the Company both before
and after the implementation of the transaction, and supports a more effective, transparent, and
sustainable business structure going forward.
Reasons for the Planned Acquisition Transaction, Asset Purchase Transaction and Asset and
Liability Transfer Transaction
1. Divestment Transaction Plan
The Proposed Divestment Transaction of PTMR shares to Deep Source Pte. Ltd. is part of the
Company's strategic policy to optimally manage its investment portfolio and strengthen its
capital structure. The implementation of this Proposed Acquisition Transaction is based on
reasonable commercial considerations (an arm's length transaction) and is believed to provide
economic benefits to the Company, including increased liquidity, asset management efficiency,
and a strengthening of the Company's financial position. Therefore, the implementation of this
Proposed Transaction is expected to contribute to the sustainable increase in the Company's
value.
The divestment of PTMR shares by the Company to Deep Source Pte. Ltd. will result in a change
of control at PTMR. This change of control will require the new controller to conduct a
mandatory tender offer in accordance with the provisions of POJK No. 9/POJK.04/2018
concerning Takeovers of Public Companies.
2. Asset Sale and Purchase Transaction
The Asset Sale and Purchase Transaction is part of the Company's efforts to support
operational activities and efficient asset utilization. The assets to be acquired by the Company
have strategic value and are relevant to the Company's current and future business needs.
This transaction was conducted based on reasonable commercial considerations (arm's length
transaction), taking into account prevailing market values and independent valuation results.
Therefore, it is believed that it will provide economic benefits to the Company through
increased operational effectiveness and optimized asset utilization.
3. Asset and Liability Transfer Transaction
This transaction was conducted based on reasonable commercial considerations (arm's length
transaction), taking into account the results of an independent fairness assessment and the
principle of prudence in asset and liability management. The Company believes that this
Transaction will provide economic benefits to the Company, including increased operational
efficiency, simplified organizational structure, and strengthened consolidated financial
position.
The Asset and Liability Transfer Transaction to the Company also constitutes part of the
Company’s strategic policy in the context of an internal restructuring aimed at enhancing the
overall effectiveness and efficiency of the Company’s business activities. The implementation
of this Transaction is intended to consolidate the management of assets and liabilities
previously owned by PTMR so that they may be directly managed by the Company, thereby
enabling the Company’s operational and financial structure to become more optimal and
integrated.
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Furthermore, the Company believes that this series of transactions does not have the potential
to disrupt business continuity.
The three transactions above are essentially part of a series of restructuring and realignment
of the Company's business portfolio. However, each transaction has its own legal basis, object,
and implementation mechanism (legally separable transactions).
In principle, there is no absolute legal interdependence between the three transactions.
Regarding the Affiliated Transaction in the form of the Purchase of Assets owned by Mr. Ardi
Kusuma, if the Independent GMS does not obtain approval from independent shareholders in
accordance with applicable laws and regulations, then:
- The Affiliated Transaction cannot be implemented;
- However, such rejection does not automatically invalidate the Divestment of PTMR or the
Acquisition of PT GPK, as long as both transactions continue to meet the applicable
regulatory requirements and provisions and are not contractually conditioned to be
dependent on the implementation of the Affiliated Transaction.
Therefore, each transaction remains subject to the terms and conditions (conditions precedent)
stipulated in the relevant agreement and applicable Financial Services Authority regulations.
There are no objections from any parties related to the proposed PTMR Share Sale Transaction,
Fixed Asset Purchase, and Asset and Liability Purchase by the Company, including but not limited
to the Company's creditors.
The divestment of the Company’s entire shareholding in PTMR to DS results in a change of control
in PTMR as a direct consequence of such transaction, whereby following the completion of the
transaction, DS becomes the party that owns and controls PTMR’s shares, both directly and
indirectly.
In connection with such change of control, the new controlling shareholder shall be obligated to
conduct a mandatory tender offer to the public shareholders of PTMR in accordance with the
provisions of POJK No. 9/POJK.04/2018 concerning the Takeover of Public Companies, to the
extent that the criteria and requirements stipulated under the prevailing laws and regulations are
satisfied.
The Fixed Asset Acquisition Transaction and the Asset and Liability Acquisition Transaction
constitute a Material Transaction and an Affiliated Transaction as they involve affiliated parties
and have a transaction value exceeding 0.5% of the Company’s paid-up capital as regulated under
POJK No. 42/POJK.04/2020. Accordingly, such transactions are included as agenda items requiring
approval at the Independent EGMS as part of the implementation of prudential principles and the
protection of independent shareholders.
Nevertheless, such transactions do not constitute a conflict of interest as contemplated under
POJK No. 42/POJK.04/2020, as they are conducted in the interest of the Company, do not give rise
to any disparity of economic interests between the Company and the affiliated party, and the
transaction value has been determined based on an independent valuation reflecting arm’s length
principles.
Through the mechanism of the Independent EGMS, the decision-making process in respect of the
transactions is carried out objectively and independently, thereby ensuring that the transactions
remain in compliance with the prevailing laws and regulations and do not prejudice the interests
of independent shareholders.
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The Board of Directors and Board of Commissioners of the Company, both individually and jointly
declare that the PTMR Divestment Transaction is a material transaction as referred to in the
Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities (“POJK 17/2020”) while the Fixed Asset Purchase
Transaction and the Asset and Liability Purchase Transaction are material transactions as referred
to in POJK 17/2020 and affiliated transactions as referred to in the Financial Services Authority
Regulation Number 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
Transactions (“POJK 42/2020”), all of which do not contain a conflict of interest as referred to in
POJK 42/2020. That, in connection with the implementation of the EGMS and Independent GMS
of the Company, the Company will first request shareholder approval in the EGMS for the PTMR
Divestment Transaction. Furthermore, after conducting and obtaining shareholder approval at the
EGMS, the Company will seek approval from independent shareholders at an Independent GMS for
the Asset Purchase Transaction and the Asset Purchase Transaction.
In connection with the PTMR Divestment Transaction, DS has announced the negotiation relating
to the proposed takeover in Investor Daily on 24 June 2025, concurrently with the Company’s
Disclosure of Information dated 24 June 2025 No. 32/DIR-SP/VI/2025 regarding the Submission
of Announcement of Negotiation in Relation to the Proposed Takeover of PT Master Print Tbk,
which was submitted to the Otoritas Jasa Keuangan (“OJK”). Furthermore, the Company has re-
announced its Information Disclosure dated November 12, 2025, Number 59/DIR-SP/XI/2025Rev,
concerning the Report on Material Information or Facts related to the Progress of Negotiations in
connection with the Proposed Takeover of PT Master Print Tbk (a Subsidiary of the Company),
addressed to the Financial Services Authority (OJK) and the Indonesia Stock Exchange (IDX), in
accordance with the obligations under Financial Services Authority Regulation Number 9 of 2018
concerning Takeovers of Public Companies ("POJK 9/2018") and Financial Services Authority
Regulation Number 31 of 2015 concerning Disclosure of Material Information or Facts by Issuers
or Public Companies ("POJK 31/2015").
In connection with the Proposed Transaction, the Company will comply with all provisions
stipulated in POJK 9/2018, POJK 17/2020, and POJK 42/2020, as well as other applicable laws and
regulations.
II. DETAILS OF THE PROPOSED TRANSACTION
The Company's transaction plan will be implemented in stages and in interconnected ways. In the
first stage, the Company will sell and transfer all of its shares in PTMR to DS. Subsequently, the
Company will purchase Ardi Kusuma's fixed assets and PTMR's assets and liabilities.
1. PTMR Divestation Transaction
A. Transaction Object
The object of the transaction is 1,472,000,000 (one billion four hundred seventy-two
million rupiah) shares, representing 77.19% (seventy seven point nineteen percent) of
the total issued and fully paid-up capital of PTMR as of September 30, 2025, amounting
to Rp142,784,000,000 (one hundred forty two billion seven hundred eighty-four million
rupiah) to DS, a non-affiliated party of the company. Therefore, it constitutes a material
transaction as stipulated in POJK 17/POJK.04/2020.
The Company's transaction plan will be implemented in stages and interrelated. In the first
phase, the Company will sell and transfer all of its share ownership in PTMR to DS.
Subsequently, the Company will purchase Ardi Kusuma's fixed assets and acquire PTMR's
assets and liabilities.
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The following is information regarding PTMR:
1) Brief History of PTMR
PTMR was established in Jakarta based on Deed No. 44 dated May 26, 2006, drawn up
before H. Warman, S.H., a Notary in Jakarta. This deed of establishment was ratified
by the Minister of Law and Human Rights of the Republic of Indonesia in Decree No. C-
22993 HT.01.TH.2006 dated August 7, 2006 (“PTMR Deed of Establishment”).
PTMR's Articles of Association have been amended several times, most recently by
Notarial Deed No. 21 of Putra Hutomo, S.H., M.Kn., dated October 8, 2024, concerning
the increase in authorized, issued, and paid-up capital. This deed of amendment was
ratified 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) PTMR Address
The Company's domicile and head office are located in Jakarta, with an address at Jl.
Pangeran Jayakarta 135 Blok C 12-15, Mangga Dua Selatan Village, Sawah Besar
District, Central Jakarta.
3) PTMR Business Activities
In accordance with Article 3 of the Company's Articles of Association, PTMR is engaged
in wholesale trading of machinery, equipment and other supplies, wholesale trading 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 trading of electronic spare parts and wholesale
trading of chemical materials and goods.
4) Capital Structure and Shareholder Composition of PTMR
Based on the Deed of Statement of Shareholders’ Decision of PT Master Print Tbk No.
21 dated October 8, 2024, made before Putra Hutomo, S.H., 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 PTMR shareholders are as follows:
Nominal Value Rp25.00,- per share
Description
Share Amount Nominal Value (Rp) (%)
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%
- Masyarakat 435,000,000 10,875,000,000 22,81%
Issued and Fully Paid
Capital 1,907,000,000 47,675,000,000 100,00%
Capital Shares in
Portfolio 3,981,000,000 99,525,000,000
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5) Board of Management
The composition of the Board of Directors and Board of Commissioners of PTMR at the
time this information disclosure was published based on Deed No. 3 dated July 16,
2024 made before Doctor Putra Hutomo, S.H., M.kn., Notary in the Administrative City
of South Jakarta is as follows:
Board of Commissioners
President Commisioner : Jessica Kusuma
Commisioner : Ilham Djaja
Independent Commisioner : Heriyadi
Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
Director : Tungga Wijaya
6) Financial Information
The table below presents a summary of the consolidated key financial data of PT
Master Print Tbk: (i) as of 31 December for the year ended 2024, audited by Kanaka
Puradiredja, Suhartono Public Accounting Firm, Independent Public Accountants, in
accordance with the Auditing Standards established by the Indonesian Institute of
Certified Public Accountants (IAPI), with an unmodified opinion under report No.
00160/3.0357/AU.1/05/1021-2/1/III/2025, with no restatement, dated 25 March
2025, signed by Helli I.B. Susetyo, CPA; and (ii) as of 30 September for the period ended
2025, audited by the same Public Accounting Firm in accordance with the Auditing
Standards established by IAPI, with an unmodified opinion under report No.
00840/3.0357/AU.1/05/1021-3/1/XII/2025, with no restatement, dated 29 December
2025, signed by Helli I.B. Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Description September 30, 2025 Desember 31, 2024
Total Asset 143,775,377,160 159,592,481,737
Total Liabilities 55,598,228,470 60,397,809,377
Total Equities 88,177,148,690 99,194,672,360
Statement of Other Comprehensive Income
Presented in Rupiah
Description September 30, 2025 Desember 31, 2024
Earnings 97,308,765,210 93,819,505,302
Gross Profit 25,594,536,047 28,456,755,037
Net Income (Loss) of
Current Period (10,503,915,995) 6,766,259,815
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B. Parties Conducting the Transaction
Buyer : Deep Source Pte. Ltd.
Seller : Perseroan dan Ardi Kusuma
The following is information regarding the Buyer:
1) A Brief History of Deep Source Pte. Ltd.
Deep Source Pte. Ltd. is a private limited company established under the laws of the
Republic of Singapore on October 5, 2015. At the time of its founding, Deep Source
Pte. Ltd. was named Bright Point Trading Pte. Ltd. and subsequently changed its name
to Deep Source Pte. Ltd. on June 4, 2025.
The following is a diagram of Deep Source Pte. Ltd.'s ownership down to the individual
level:
The change of the entity’s name from Theme International Holdings Limited to Deep
Source Holdings Limited became effective in 2025. Meanwhile, the change of the
entity’s name from Bright Point Trading Pte. Ltd. to Deep Source Pte. Ltd. was effected
on 4 June 2025.
2) Company’s Business Activities
Deep Source Pte. Ltd. operates in the main business line of commodity trading in the
form of iron ore, nickel ore, chrome ore and manganese ore.
3) Company’s Address
Deep Source Pte. Ltd.'s domicile and head office are located in Singapore, with its
address at 3 Anson Road, #28-03, Springleaf Tower, Singapore 079909.
4) Capital Structure and Share Ownership
The capital structure and shareholder composition of Deep Source Pte. Ltd. are as
follows:
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Nominal Value USD 1 per share
Description Share Amount Nominal Value (%)
(USD)
Authorized Capital 80,000,000 80,000,000
Shareholders:
- Deep Source Holdings
Limited* 80,000,000 80,000,000 100.00%
Issued and Fully Paid-Up 80,000,000 80,000,000 100.00%
Capital Shares in Portfolio - -
*) Deep Source Holdings Limited was previously known as Theme International
Holdings Limited (the name change was announced on August 5, 2025).
5) Board of Management
The composition of the Board of Directors and Board of Commissioners of Deep Source
Pte. Ltd. at the time this information disclosure was published is as follows:
Board of Commissioners
Non existent
Directors
Directors : Jiang Jiang
Directors : Wu Lei
The following is information about the Seller:
1) Brief History
a. The Company
PT Mitra Pack Tbk (the "Company") was established on May 25, 2000, based on
Deed No. 257 of Drajat Darmadji, S.H., M.Hum, a Notary in Jakarta. This deed of
establishment was approved by the Minister of Law and Human Rights of the
Republic of Indonesia in Decree No. C24427.HT.01.01.Th.2000, dated November
21, 2000.
The Group's Articles of Association have been amended several times, most
recently by Deed No. 86 dated September 12, 2022, of Christina Dwi Utami S.H.,
M.Kn., a Notary in West Jakarta, concerning changes in the shareholder
composition and increases in authorized, issued, and paid-up capital. This Deed of
Amendment was approved by the Minister of Law and Human Rights of the
Republic of Indonesia in Decree No. AHU-AH.01.03-0290444 dated September 12,
2022.
b. Ardi Kusuma
Ardi Kusuma was born in Baturaja on 21 September 1960, is an Indonesian citizen,
residing at Jalan Hang Lekiu V No. 3 RT 006, RW 004, Kelurahan Gunung,
Kecamatan Kebayoran Baru, South Jakarta Administrative City, Special Capital
Region of Jakarta, and serves as the President Director of the Company as well as
the President Director of PTMR.
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2) Company Address
The Company's domicile is at Jalan Pangeran Jayakarta, 135 Prima Jayakarta Complex
Blok B 20 South Mangga Dua, Sawah Besar, South Mangga Dua Subdistrict, Sawah
Besar District, Central Jakarta, DKI Jakarta Province.
3) Company’s Business Activities
The Company's business activities are in the field of official distribution and rental of
industrial packaging goods including spare parts and services such as coding, marking,
labeling and product inspection systems.
4) Capital Structure and Share Ownership of the Company
Based on the Deed of Statement of Decision of Shareholders of PT Mitra Pack Tbk No.
86 dated September 12, 2022, Christina Dwi Utami S.H., M.Kn., Notary in West Jakarta,
which has been approved by the Minister of Law and Human Rights of the Republic of
Indonesia based on Decree No. AHU-AH.01.03-0290444 dated September 12, 2022.
The capital structure and composition of the Company's shareholders are as follows:
Nominal Value Rp25,00.- per share
Share Amount Nominal Value (Rp) (%)
Authorized Capital 9,476,800,000 236,920,000,000
Shareholders:
- PT Kencana Usaha
Sentosa 2,298,124,000 57,453,100,000 72.51%
- 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%
- Masyarakat 800,000,000 20,000,000,000 25.24%
Issued and Fully Paid
Capital 3,169,200,000 79,230,000,000 100.00%
Capital Shares in
Portfolio 6,307,600,000 157,690,000,000
5) Board of Management
The composition of 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 Commisioner
President Commissioner : Jessica Kusuma
Commissioner : Tungga Wijaya
Independent Commissioner : Drs. Gilbert Rely, SH, SE
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Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
6) Financial Information
The table below illustrates the Company's consolidated financial data overview: (i) as
of December 31 for the period ending in 2024 audited by KAP Kanaka Puradiredja,
Suhartono, Independent Public Accountant, based on the Audit Standards established
by the Indonesian Institute of Public Accountants (IAPI) with an unqualified opinion
number 00840/3.0357/AU.1/05/1021-3/1/XII/2025, no restatement, dated March
25, 2025, signed by Helli I.B Susetyo, CPA; (ii) on September 30 for the period ending
in 2025 audited by KAP Kanaka Puradiredja, Suhartono, Independent Public
Accountant, based on the Audit Standards established by the Indonesian Institute of
Public Accountants (IAPI) with an unqualified opinion no.
00843/3.0357/AU.1/05/1021-3/1/XII/2025, with no restatement, dated 30
December 2025, signed by Helli I.B. Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Description September 30, 2025 Desember 31, 2024
Total Asset 290,158,790,171 334,864,065,589
Total Liabilities 100,042,858,428 102,586,997,777
Total Equities 190,115,931,743 232,277,067,812
Statement of Other Comprehensive Income
Presented in Rupiah
Description September 30, 2025 Desember 31, 2024
Earnings 147,594,701,531 136,574,090,252
Gross Profit 46,281,717,463 48,205,687,893
Net Income (Loss) of
Current Period (41,904,588,054) 8,311,158,115
C. Affiliated Relationship
There is no affiliated relationship between the Company and Deep Source Pte. Ltd. and
there is also no affiliated relationship between Mr. Ardi Kusuma and Deep Source Pte. Ltd.
D. Transaction Value
The transaction value for the sale of 77.19% (seventy seven point nineteen percent) or
1,472,000.00 shares of PTMR in accordance with the Share Sale and Purchase Agreement
dated November 11, 2025 as most recently amended by the Addendum to the Shares Sale
and Purchase Agreement dated February 26, 2026 is IDR 142,784,000,000 (one hundred
forty two billion seven hundred eighty-four million rupiah) in accordance with the PTMR
share valuation report No. 00002/2.0113-03/BS/05/0340/1/I/2026 dated January 7, 2026
made by KJPP Syarif, Endang and Rekan.
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Brief information regarding the Share Sale and Purchase Agreement
1) Party
● Deep Source Pte. Ltd. (Pembeli)
● Perseroan dan Ardi Kusuma (Penjual)
2) Share Purchase Agreement
The Conditional Share Sale and Purchase Agreement entered into on 11 November
2025, as most recently amended by the Second Addendum to the Share Sale and
Purchase Agreement of PT Masterprint Tbk dated 26 February 2026.
Title of : Internal Shares Sale and Purchase Agreement
Agreement PT Master Print Tbk as last amended by the Second
Addendum to the Shares Sale and Purchase
Agreement
PT Master Print Tbk
Date of : February 26, 2026
Agreement
Parties : Seller:
Mr Ardi Kusuma (“AK”) and PT Mitra Pack Tbk
(“PTMP”)
Buyer:
Deep Source Pte. Ltd. (“Buyer”)
Transaction Rp142,784,000,000 (one hundred forty two
Value billion seven hundred eighty-four million
rupiah)
Shares sold : 1,457,280,000 shares owned by PTMP and
14,720,000 shares owned by AK, collectively
representing 77.19% (seventy seven point one nine
percent) of the Company's total share capital.
Preliminary : Every internal approval of the Company, PTMP and
Requirements AK, as well as fulfillment of obligations based on
laws and regulations required in connection with
the implementation of the Transaction.
Closing : Through buying and selling transactions on the IDX
Procedure in the Negotiation Market via the Jakarta
Automated Trading System.
Governing : Law of the Republic of Indonesia
Law(s)
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Dispute : Indonesian National Arbitration Board.
Resolution
3) Prerequisites
The completion of the Settlement is subject to the fulfillment of all of the following
conditions, including, among others, the "Prerequisites":
All approvals, announcements, reports, and notifications required to be obtained or
made by PT Master Print Tbk, the Company, and AK, as well as the fulfillment of
obligations under laws and regulations and/or agreements with third parties in
connection with the implementation of the PTMR Divestment Transaction. These
prerequisites include, among other things, the approval of the General Meeting of
Shareholders of PT Master Print Tbk and the Company regarding the PTMR
Divestment Transaction and the approval of the Independent General Meeting of
Shareholders of PT Master Print Tbk and the Company regarding the Asset and
Liability Purchase Transaction.
4) Governing Laws and Dispute Resolution
The applicable law in this scenario is the Law of the Republic of Indonesia.
Dispute Resolution: South Jakarta District Court.
2. Fixed Asset Purchase Transactions
A. Transaction Date
The transaction was carried out simultaneously with the Independent Extraordinary
General Meeting of Shareholders (“Independent EGMS”) on March 3, 2026 or a maximum
of 1 (one) working day after the date of the Independent EGMS.
B. Transaction Object
The Transaction Object is fixed assets (“Fixed Assets”) in the form of land and buildings
owned by Mr. Ardi Kusuma (affiliated party) worth Rp 37,430,100,000 (Thirty Seven Billion
Four Hundred Thirty Million One Hundred Thousand Rupiah) based on the KJPP appraisal
report no. 00001/2.0110-00/PI/10/0092/1/I/2026 dated January 13, 2026 and a fixed
asset purchase agreement that will be signed after obtaining approval from independent
shareholders in an Independent GMS. The details of the transaction are as follows:
₋ Land Title (SHGB) 3410 & 3656 are used as operational offices at Perum Duta Garden
D No. 42 & 43, RT 001, RW 008, Jurumudi Baru Subdistrict, Benda District, Tangerang
City. Ownership is in the name of Ardi Kusuma. The Company benefits from these fixed
assets.
₋ SHM & HGB 340 are used as warehouses for goods storage and logistics activities at Jl.
Nusa Indah A No. 09, RT 003, RW 04, Jurumudi Subdistrict, Benda District, Tangerang
City. The Company benefits from these fixed assets.
₋ SHM 761 & 762 are used as operational offices and warehouses at Jl. Dr. Sitanala No.
11, RT 010, RW 02, Karang Sari Subdistrict, Neglasari District, Tangerang City. The
Company benefits from these fixed assets.
There are no transaction objects that are currently in dispute or in the collateral process
except for land:
₋ SHGB 3410 (Duta Garden) and SHGB 3656 (Duta Garden) are currently pledged to Bank
Mandiri and as of the date of this letter, are in the process of being expropriated;
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₋ SHGB 340 (Nusa Indah) / Electronic Certificate Number: NIB 28.05.000007305.0 and
SHGB 1861 (Nusa Indah) / Electronic Certificate Number: NIB 28.05.000007304.0 are
currently pledged to KEB HANA and as of the date of this letter, the Company is still
awaiting written approval from KEB HANA which will continue with the expropriation
process; and
₋ SHM 762 (Sitanala) / Electronic Certificate Number: NIB 28.05.000007303.0) which is
currently being pledged at KEB HANA and as of the date of this letter, the Company is
still awaiting written approval from KEB HANA which will continue with the repayment
process.
The asset is a leased asset acquired under a lease agreement and recorded in the financial
statements as a right-of-use asset and a lease liability. After the Company acquires
ownership of the asset, it no longer records the lease liability and will reduce the lease
expense. Furthermore, the right-of-use asset will also be converted into an owned asset.
The Fixed Asset Purchase Transaction does not involve Deep Source Pte. Ltd. but is a
transaction between the Company and Ardi Kusuma.
C. Parties conducting the transaction
Buyer : The Company
Seller : Mr. Ardi Kusuma
The following is information regarding the buyer:
Information regarding the buyer is as set out in Chapter II, number 1, letter B of this
Disclosure of Information.
The following is information regarding the seller:
Information regarding the seller is as set out in Chapter II, number 1, letter B of this
Disclosure of Information.
D. Affiliated Relationship
1) Name of the parties conducting the transaction and their relationship with the
Company
The Company and Mr. Ardi Kusuma.
2) Nature of the affiliated relationship of the parties conducting the transaction with the
Company
Ardi Kusuma is the President Director of the Company and the controlling shareholder
of the Company.
E. Transaction Value
The transaction value for the purchase of fixed assets is IDR 37,430,100,000 (Thirty Seven
Billion Four Hundred Thirty Million One Hundred Thousand Rupiah) as stated in the Master
Agreement dated January 23, 2026 as amended in the Addendum to the Master
Agreement dated February 26, 2026. The source of funds used by the Company for the
fixed asset purchase transaction is from the PTMR share divestment transaction.
Brief Description of Fixed Asset Purchase Transaction
1) Parties
Buyer : Perseroan
Seller : Sdr. Ardi Kusuma
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2) Sale and Purchase Agreement
Master Agreement Dated February 26, 2026
3) Prerequisites
All corporate approvals and consents required for the Company and relevant
approvals required for Mr. Ardi Kusuma, including but not limited to obtaining
approval from the Company's General Meeting of Shareholders for the Fixed Asset
Purchase Transaction.
4) Governing Laws and Dispute Resolution
Applicable law: The Laws of the Republic of Indonesia
Dispute Resolution: South Jakarta District Court
3. Asset and Liability Purchase Transactions
A. Transaction Date
The transaction was carried out simultaneously with the Independent Extraordinary
General Meeting of Shareholders (“Independent EGMS”) on March 3, 2026 or a maximum
of 1 (one) working day after the date of the Independent EGMS.
B. Transaction Object
The Transaction Object is PTMR's total net assets worth Rp102,184,994,167 (one hundred
two billion one hundred eighty four million nine hundred ninety four thousand one hundred
sixty seven rupiah), which also includes PTMR's shares in PT Global Putra Kusuma (GPK).
The details of PTMR's net asset transaction objects are as follows:
1. For LAND AND BUILDINGS, amounting to Rp10,317,360,000.00 (ten billion three
hundred seventeen million three hundred sixty thousand rupiah), with the following
breakdown for each land and building:
i. SHGB 37143 and SHGB 36732, amounting to Rp6,902,400,000.00 (six billion nine
hundred two million four hundred thousand rupiah);
ii. SHGB 5325 and SHGB 5330, amounting to Rp3,414,960,000.00 (three billion four
hundred fourteen million nine hundred sixty thousand rupiah);
2. For VEHICLES, amounting to Rp3,156,860,000.00 (three billion one hundred fifty-six
million eight hundred sixty thousand rupiah);
3. For MACHINES, amounting to Rp1,022,247,000.00 (one billion twenty-two million two
hundred and forty-seven thousand rupiah);
4. For INVENTORY, amounting to Rp397,219,500.00 (three hundred ninety-seven million
two hundred and nineteen thousand five hundred rupiah);
5. For INVENTORY, amounting to Rp11,865,280,000.00 (eleven billion eight hundred
sixty-five million two hundred and eighty thousand rupiah);
6. For 99% of GPK SHARES, amounting to Rp29,601,000,000.00 (twenty-nine billion six
hundred and one million rupiah);
7. For RECEIVABLES, amounting to Rp51,524,576,185.00 (fifty-one billion five hundred
twenty-four million five hundred seventy-six thousand one hundred and eighty-five
rupiah), with the following details:
i. Trade receivables amounting to Rp15,598,528,215.00 (fifteen billion five hundred
ninety-eight million five hundred twenty-eight thousand two hundred and fifteen
rupiah);
ii. Other receivables amounting to Rp35,926,047,970.00 (thirty-five billion nine
hundred twenty-six million forty-seven thousand nine hundred and seventy rupiah);
8. For PREPAID EXPENSES, amounting to Rp413,994,018.00 (four hundred thirteen
million nine hundred ninety-four thousand and eighteen rupiah);
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9. For USE RIGHT ASSETS, amounting to Rp. 4,116,700,998.00 (four billion one hundred
sixteen million seven hundred thousand nine hundred ninety-eight rupiah);
10. For LIABILITIES, amounting to Rp. 46,011,345,050.00 (forty-six billion eleven million
three hundred forty-five thousand fifty rupiah) with the following debt details:
i. Short-term bank loans amounting to IDR 12,100,000,000.00 (twelve billion one
hundred million rupiah);
ii. Third-party trade payables amounting to IDR 19,866,608,962.00 (nineteen billion
eight hundred sixty-six million six hundred eight thousand nine hundred sixty-two
rupiah);
iii. Other payables amounting to IDR 370,627,918.00 (three hundred seventy million
six hundred twenty-seven thousand nine hundred eighteen rupiah);
iv. Sales advances amounting to IDR 2,293,973,967.00 (two billion two hundred
ninety-three million nine hundred seventy-three thousand nine hundred sixty-
seven rupiah);
v. Accrued expenses amounting to IDR 863,249,042.00 (eight hundred sixty-three
million two hundred forty-nine thousand forty-two rupiah);
vi. Lease liabilities of Rp754,145,754.00 (seven hundred fifty-four million one hundred
forty-five thousand seven hundred fifty-four rupiah);
vii. Consumer financing liabilities of Rp265,694,455.00 (two hundred sixty-five million
six hundred ninety-four thousand four hundred fifty-five rupiah);
viii. Long-term lease liabilities of Rp2,678,583,203.00 (two billion six hundred seventy-
eight million five hundred eighty-eight three thousand two hundred and three
rupiah);
ix. Long-term consumer financing liabilities of Rp568,880,227.00 (five hundred sixty-
eight million eight hundred eighty-eight thousand two hundred and twenty-seven
rupiah);
x. Employee benefit liabilities amounting to Rp6,249,581,522.00 (six billion two
hundred and forty-nine million five hundred and eighty-one thousand five hundred
and twenty-two rupiah);Untuk KAS DAN BANK, yaitu sebesar Rp2.312.694.978,00
(dua miliar tiga ratus dua belas juta enam ratus sembilan puluh empat ribu
sembilan ratus tujuh puluh delapan rupiah);
11. For CASH AND BANK, namely Rp. 2,312,694,978.00 (two billion three hundred twelve
million six hundred ninety four thousand nine hundred seventy eight rupiah);
12. For DOWN PAYMENT, which is Rp. 33,468,406,988.00 (thirty-three billion four hundred
sixty-eight million four hundred six thousand nine hundred and eighty-eight rupiah).
The Company's source of funds for the PTMR Asset and Liability Purchase transaction is
the PTMR share divestment transaction.
Regarding the background to the purchase of PTMR's assets and liabilities, including
PTMR's 99.99% ownership of PT Global Putra Kusuma (GPK), it can be explained that this
series of transactions is part of a business restructuring strategy and the separation of
ownership at the entity level from control of assets and business lines deemed relevant to
the Company's business activities. The PTMR share divestment was conducted to optimize
the group structure, while the acquisition of certain assets and liabilities—including
ownership in GPK—was intended to maintain the continuity of strategic business lines and
maintain control over productive assets that support the Company's operations.
The transaction structure is not intended solely to avoid PTMR's corporate liabilities, but
rather to ensure that the Company only acquires assets and liabilities that are relevant and
aligned with its business activities, based on management evaluations and independent
assessments. Thus, the Company can retain the economic benefits of strategic business
lines without having to maintain PTMR's overall corporate structure and exposure.
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1) Brief History of GPK
PT Global Putra Kusuma ("GPK") was established based on Notarial Deed No. 3 of
Novianti, S.H., M.M., dated September 1, 2014. This deed of establishment was
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 most
recent amendment was based on Deed No. 44 of Stephanie Wilamarta S.H. dated
August 13, 2025, concerning the reappointment of directors and commissioners. This
amendment was approved by the Minister of Law and Human Rights of the Republic
of Indonesia in Decree No. AHU-0194056.AH.01.11.2025 dated August 21, 2025
("Deed 44/2025").
2) Company 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 (KBLI 46599). Wholesale trade is based on fees or contracts (KBLI
46100). Rental and leasing activities without Option Rights of machinery, equipment,
and other tangible goods YTDL (KBLI 77399).
4) Capital Structure and Composition of GPK Shareholders
Based on the Deed of Statement of Decision of Shareholders of PT Global Putra
Kusuma No. 207 dated November 25, 2024, Christina Dwi Utami S.H., M.Kn., Notary in
West Jakarta, which has been approved by the Minister of Law and Human Rights of
the Republic of Indonesia based on Decree No. AHU-AH.01.09 0280501. Year 2024
dated November 26, 2024. The capital structure and composition of the Company's
shareholders are as follows:
Nominal Value Rp100.000,00.- per share
Description Share
Nominal Value (Rp) (%)
Amount
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 Capital
250,000 25,000,000,000 100.00%
Shares in Portfolio 750,000 75,000,000,000
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5) GPK Board of Management
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
President Commissioner : Ardi Kusuma
Commissioner : Jessica Kusuma
Independent Commissioner : Ilham Djaja
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) as of December 31 for the period ending in 2024 audited by KAP Kanaka
Puradiredja, Suhartono, Independent Public Accountant, based on Audit Standards
established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion no. 00839/3.0357/AU.1/05/1021-4/1/XII/2025, dated March 25,
2025, signed by Helli I.B Susetyo, CPA; (ii) on September 30 for the period ending in
2025 audited by KAP Kanaka Puradiredja, Suhartono, Independent Public Accountant,
based on the Audit Standards established by the Indonesian Institute of Public
Accountants (IAPI) with an unqualified opinion no. 00839/3.0357/AU.1/05/1021-
4/1/XII/2025 dated December 29, 2025, signed by Helli I.B Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Description September 30, 2025 Desember 31, 2024
Total Asset 41,974,664,740 48,422,394,828
Total Liabilities 24,398,856,042 22,449,527,883
Total Equities 17,575,808,698 25,972,866,945
Statement of Other Comprehensive Incone
Presented in Rupiah
Description September 30, 2025 Desember 31, 2024
Earnings 18,606,059,057 15,891,435,742
Gross Profit 5,952,206,305 6,769,103,061
Net Income (Loss) for the
(8,108,088,232) 3,632,753,696
Current Period
C. Parties Conducting the Transaction
Buyer : Perseroan
Seller : PTMR
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Information regarding the Buyer:
Information regarding the Buyer is as stated in Chapter III number 1 letter B in this
Information Disclosure.
Information regarding the Seller:
Information regarding the Seller is as stated in Chapter III number 1 letter A in this
Information Disclosure.
D. Affiliated Relationship
1) Names of parties conducting transactions and their relationship with the Company
The Company and PT Master Print Tbk.
2) Nature of the affiliated relationship of the parties conducting transactions with the
Company
There is an affiliated relationship between the Company and PT Master Print Tbk,
where PT Master Print Tbk is a controlled company of the Company.
E. Transaction Value
The transaction value for the purchase of assets and liabilities is IDR 102,184,994,167 (one
hundred two billion one hundred eighty four million nine hundred ninety four thousand one
hundred sixty seven rupiah) as stated in the Master Agreement dated January 23, 2026.
The source of funds to be used by the Company for the Asset and Liability Acquisition
Transaction of PTMR shall be derived from the divestment transaction of the Company’s
shares in PTMR.
Brief description of Asset and Liability Purchase Transactions
1) Parties
Buyer : Perseroan
Seller : PTMR
2) Sale and Purchase Agreement
Master Agreement Dated January 23, 2026
3) Prerequisites
All corporate approvals and consents required for the Company and PTMR, including
but not limited to obtaining approval from the Independent General Meeting of
Shareholders of the Company and PTMR for the Asset and Liability Purchase
Transaction.
4) Applicable laws and Dispute Resolution
Applicable law: The Laws of the Republic of Indonesia
Dispute Resolution: South Jakarta District Court
4. Transaction Plan Summary
A. PTMR Divestation Transaction
In connection with the PTMR Divestment Transaction plan and 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 of the Financial Services Authority
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities (“POJK 17/2020”), the PTMR Divestment Transaction is a material
transaction whose value exceeds 50% (fifty percent) of the Company's equity, this is
presented in the following analysis table:
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Sumber: Laporan Keuangan Audited 30 September 2025.
Furthermore, the PTMR Divestment Transaction does not include material transactions
that disrupt 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 POJK
17/2020. This is presented in the following analysis:
Based on the analysis above, the Company's pro forma revenue following the divestment
did not decrease by 80% or more, and this transaction did not result in a net loss for the
Company. Furthermore, the proposed PTMR Divestment Transaction does not constitute
an affiliated transaction because Deep Source Pte. Ltd. is not an affiliate of the Company.
Furthermore, the proposed PTMR Divestment Transaction, Sdr. Ardi Kusuma and PTMP as
the Sellers do not have any affiliation relationship with DS as the Buyer; therefore, the
transaction does not constitute an affiliated transaction as defined under POJK No.
42/POJK.04/2020, nor does it constitute a conflict of interest transaction, as in carrying
out the transaction the Company acts solely in the interest of the Company and no loss is
incurred by the Company, considering that the Divestment Transaction of PTMR will be
followed by the Transaction for the Acquisition of PTMR’s Assets and Liabilities.
In implementing this transaction, the Company will comply with and comply with all
material transaction procedures as stipulated in POJK 17/2020.
B. Fixed Asset Purchase Transaction
In connection with this transaction plan and in accordance with the provisions in Article 4
paragraph (1) letters a, b and c of the Financial Services Authority Regulation Number 42
/ POJK.04 / 2020 concerning Affiliated Transactions and Conflict of Interest Transactions
("POJK 42/2020"), this transaction is an affiliated transaction because Mr. Ardi Kusuma is
an affiliated party with the Company. Therefore, in implementing this transaction, the
Company will comply with and comply with all provisions of affiliated transaction
procedures as regulated in POJK 42/2020.
C. Asset and Liability Purchase Transactions
Based on the Company's Financial Statements as of September 30, 2025, 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 Appraisal Firm Syarif, Endang, and Rekan as of January 7,
2026, the value of the Asset and Liability Purchase Transactions will potentially exceed
50% (fifty percent) of the Company's equity. This can be seen in the following table:
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Furthermore, the Asset and Liability Purchase Transaction, in accordance with 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 concerning Material
Transactions and Changes in Business Activities, constitutes a material transaction with a
value exceeding 50% (fifty percent) of the Company's equity and constitutes an affiliated
transaction because PT Master Print Tbk is an affiliate of the Company. Therefore, the
Company will hold an Independent GMS to obtain approval from the Independent
shareholders regarding the planned Asset and Liability Purchase Transaction and to
comply with all procedural requirements for material transactions and affiliated
transactions as stipulated in POJK 17/2020 and POJK 42/2020.
Although GPK recorded a net loss of Rp8,108,088,232 as of September 30, 2025, the
Company considers the takeover to be conducted based on the strategic value of the
assets and their relevance to the Company's operational activities. Post-transaction, the
Company will undertake restructuring measures that include structuring operational
costs, evaluating and renegotiating less efficient business obligations, optimizing the
utilization of productive assets, and aligning GPK's business management with the
Company's operational systems and policies to improve efficiency and cost control.
III. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE TRANSACTION PLAN AND
THE IMPACT OF THE TRANSACTION PLAN ON THE COMPANY'S FINANCIAL
CONDITIONN
1. PTMR Divestment Transaction
A. Explanation, Considerations, and Reasons for the PTMR Divestment Transaction
The PTMR Divestment Transaction was carried out in order to optimally manage the
investment portfolio and strengthen the Company's capital structure. This transaction
was carried out based on reasonable commercial considerations (arm's length transaction)
and is believed to provide economic benefits to the Company, including increased liquidity,
efficient asset management, and strengthening of the Company's financial position.
Therefore, the implementation of the PTMR Divestment Transaction is expected to
contribute to the sustainable increase in the Company's value.
In connection with the planned PTMR Divestment transaction, Mr. Ardi Kusuma and PTMP
as the Seller have no affiliation with DS as the Buyer, therefore the transaction is not an
affiliate transaction and does not constitute a conflict of interest as referred to in POJK
42/2020. The transaction also does not constitute a conflict of interest transaction, as in
conducting the transaction the Company acts solely in the interest of the Company and no
loss is incurred by the Company, considering that the Divestment Transaction of PTMR will
be followed by the Transaction for the Acquisition of PTMR’s Assets and Liabilities.
In connection with the planned transaction for the purchase of fixed assets, Mr. Ardi
Kusuma as the Seller has an affiliation with PTMP as the Buyer, in which Mr. Ardi Kusuma
is the controller of PTMP, therefore the transaction constitutes an affiliate transaction.
Therefore, the Company is required to comply with Article 4 paragraph 1 of POJK 42/2020,
whereby the Company has obtained an Appraiser to determine the fair value of the
transaction object, and the Company has announced the disclosure of information. The
Company has submitted disclosure information to the Financial Services Authority, and the
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Company is required to obtain the approval of Independent Shareholders because the total
value of the PTMR Divestment transaction and the fixed asset purchase transaction as a
series of transactions constitutes a material transaction that requires the approval of the
GMS. The Company will hold an Independent GMS on March 3, 2026. The fixed asset
purchase transaction does not constitute a transaction involving a conflict of interest as
referred to in Article 1(4) of POJK 42/2020 because it does not meet the elements that
could harm the public company. Therefore, the Company is not required to comply with the
conflict of interest transaction procedures as stipulated in Article 11 of POJK 42/2020.
B. The Effect of Transactions on the Company's Financial Condition
Based on the Fairness Opinion prepared by an independent appraiser as presented in the
summary of the independent opinion, the PTMR Acquisition Transaction is expected to
contribute positively to the Company's financial performance, particularly in the form of
increased business revenue in the future.
The PTMR Acquisition Transaction will strengthen the Company's finances by increasing
liquidity and asset management efficiency.
2. Fixed Asset Purchase Transactions
A. Explanation, Considerations, and Reasons for the Transaction Plan
Fixed Asset Purchase Transactions are carried out in order to support the effectiveness of
operational activities and optimize asset utilization. The assets to be acquired by the
Company have strategic value and are relevant to the Company's current and future
business needs. These transactions are carried out in accordance with Company
procedures and applicable laws and regulations, whereby transactions are carried out with
due regard to the results of fairness assessments by independent parties.
B. The Effect of Transactions on the Company's Financial Condition
Based on the Proforma Financial Results reviewed by Helli I. B Susetyo, CPA, Independent
Auditor, Kanaka Puradiredja and Suhartono Public Accounting Firm, as presented in the
chapter on the impact of the planned transaction on the company's financial condition
(proforma), this fixed asset purchase transaction is expected to contribute positively to
the Company's financial performance through the strengthening of its asset structure,
increased efficiency in the use of fixed assets, and support for the Company's main
operations.
C. Explanation, Considerations, and Reasons for Conducting Affiliated Transactions,
Compared to Conducting Other Similar Transactions Not Conducted with Affiliated
Parties
The selection of affiliated parties was based on time efficiency, cost, and certainty of
execution, given that the Company has a deep understanding of the risk profile and
operations of the assets being traded, enabling a more effective evaluation, negotiation,
and settlement process than would be possible with non-affiliated parties.
The Company emphasizes that the entire series of transactions was carried out in
accordance with the arm's length principle and with reference to the Independent
Appraiser's (KJPP) report to ensure the protection of the interests of public shareholders
and the sustainability of the Company's financial condition in the future.
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3. Purchase Transactions of Assets and Liabilities
A. Explanation, Considerations, and Reasons for the Transaction Plan
Based on the Fairness Opinion prepared by an Independent Appraiser as presented in the
Summary of Independent Opinions section. The Purchase of PTMR Assets and Liabilities
was conducted as part of the Company's strategic measures in the context of internal
restructuring and in relation to the PTMR Divestment Transaction. This transaction aims
to consolidate the management of businesses, assets, and liabilities previously owned by
PTMR so that they can be managed directly by the Company.
Through this transaction, the Company is expected to improve the effectiveness and
efficiency of its business activities, strengthen operational control, and realize a more
integrated and optimal business and financial structure.
The divestment of PTMR shares and the purchase of PTMR's assets and liabilities are a
series of internal restructuring measures undertaken to reorganize the ownership and
management structure within the Company's group. Through divestment at the entity
level and direct acquisition of relevant assets and liabilities, the Company is separating its
corporate structure from its control over the operational assets that support its business
activities.
This step enables the Company to simplify its group structure, improve asset management
transparency, and ensure that assets and liabilities directly related to its main business
activities can be managed in a more integrated and efficient manner. Thus, both
transactions are correlated as part of the Company's internal restructuring strategy.
The plan for the use of divestment proceeds will be allocated for the following purposes:
1. Purchase of PTMR assets and liabilities with 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) (“Asset and Liability Purchase Transaction”);
and
2. Purchase of fixed assets owned by Mr. Ardi Kusuma with a value of approximately
Rp37,430,100,000 (thirty-seven billion four hundred thirty million one hundred
thousand rupiah) (“Fixed Asset Purchase Transaction”).
The reason for the Company's purchase of 99% of PTMR's shares in GPK. At this time, the
operational activities of PTMR and GPK are in different business segments. PTMR focuses
on the corporate and industrial segments, including multinational companies and the
industrial sector, while GPK focuses on the micro, small, and medium enterprises (MSME)
segment.
Going forward, the Company's operational strategy is to consolidate its operational
activities through GPK, where GPK will manage and integrate the business activities of
both segments, namely the corporate/industrial segment and the MSME segment. This
strategy is expected to improve operational efficiency, strengthen business synergies
between segments, and expand the Company's reach and market base.
B. The Effect of Transactions on the Company's Financial Condition
Based on the Proforma Financial Results reviewed by Helli I.B Susetyo, CPA, Independent
Auditor, Kanaka Puradiredja and Suhartono Public Accounting Firm as presented in the
chapter on the impact of the planned transaction on the company's financial position
(proforma), the assets acquired and liabilities transferred are directly related to the
Company's business activities and have been calculated and assessed fairly.
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The Company's management believes that the impact of this transaction on the
Company's financial position has been adequately analyzed, including its implications for
the structure of assets and liabilities and the Company's ability to meet its financial
obligations. Considering the value of the assets acquired and the profile of the liabilities
transferred, this transaction does not have a material adverse effect on the Company's
financial position and liquidity. After the transaction is completed, the Company's financial
position is expected to remain stable and support the continuity of the Company's
business activities.
C. Explanation, Considerations, and Reasons for Conducting Affiliated Transactions,
Compared to Conducting Other Similar Transactions Not Conducted with Affiliated
Parties
The selection of affiliated parties was considered based on time efficiency, cost, and
certainty of execution, given that the Company already has a deep understanding of the
risk profile and operations of the assets being transacted. The Company emphasizes that
the entire series of transactions was carried out in accordance with the arm's length
principle and with reference to the Independent Appraiser's (KJPP) report to ensure the
protection of the interests of public shareholders and the sustainability of the Company's
financial condition in the future.
The estimated costs arising from the series of transactions are as follows:
- Final income tax of Rp257,000,000 charged to PTMR
- VAT of Rp2,943,000,000 charged to PTMP
- BPHTB (Transfer Tax on Land and Building) of Rp515,000,000 charged to PTMP
- Consultant fees of Rp1,920,000,000 charged to PTMP
- Notary fees of Rp275,000,000 charged to PTMP
IN THE EVENT THAT THE COMPANY IS REQUIRED TO OBTAIN APPROVAL AND/OR PROVIDE
NOTIFICATION TO ANY THIRD PARTY IN CONNECTION WITH THE PROPOSED TRANSACTION, THE
COMPANY HAS OBTAINED THE NECESSARY APPROVALS FROM THE RELEVANT PARTY; IN THIS
REGARD, THE COMPANY HAS RECEIVED APPROVAL FROM KEB HANA BANK THROUGH THE
EXECUTION OF THE COMPANY’S LETTER PURSUANT TO LETTER NO. 54/DIR-SP/X/2025 DATED 8
OCTOBER 2025 TO PROCEED WITH THE DIVESTMENT TRANSACTION OF PTMR AND THE
ACQUISITION OF PTMR’S ASSETS AND LIABILITIES. HOWEVER, WITH RESPECT TO THE FIXED ASSET
ACQUISITION TRANSACTION, THE COMPANY IS STILL AWAITING APPROVAL FROM KEB HANA
BANK
ALL SHAREHOLDERS ARE ADVISED TO CONSULT WITH THEIR RESPECTIVE TAX ADVISORS TO
DETERMINE THE POSSIBLE TAX CONSEQUENCES ARISING FROM THE SALE OF THEIR SHARES IN
THE COMPANY.
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IV. STRUCTURE BEFORE AND AFTER THE TRANSACTION
A. Structure Before Transaction
1. PTMR Divestment Transaction
a) Ownership Structure of Deep Source Pte Ltd.
Deep Source
Holdings Limited
100%
Deep Source
Pte. Ltd.
b) Ownership Structure of the Company
PT Kencana Edward Public
Jessica Kusuma Cindy Kusuma
Usaha Sentosa Kusuma
72,51% 0,75% 0,75% 0,75% 25,24%
The Company
c) Ownership Structure of the PTMR
Ardi Kusuma PT Mitra Pack Public
Tbk
0,77% 76,42% 22,81%
PTMR
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2. Fixed Assets Purchase Transactions
a) Ownership Structure of the Company
PT Kencana Edward Public
Jessica Kusuma Cindy Kusuma
Usaha Sentosa Kusuma
72,51% 0,75% 0,75% 0,75% 25,24%
The Company
b) Assets Ownership Structure of Mr. Ardi Kusuma
Ardi Kusuma
Fixed Assets
3. Purchase Transactions of Assets and Liabilities
a) Ownership Structure of the Company
PT Kencana Edward Public
Jessica Kusuma Cindy Kusuma
Usaha Sentosa Kusuma
72,51% 0,75% 0,75% 0,75% 25,24%
The Company
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b) Ownership Structure of the PTMR
Ardi Kusuma PT Mitra Pack Public
Tbk
0,77% 76,42% 22,81%
PTMR
99,00%
GPK Assets and
Liabilities
c) Ownership Structure of the GPK
PT Kencana PTMR
Usaha Sentosa
1,00% 99,00%
GPK
B. Structure After Transactions
1. PTMR Divestments Transactions
Deep Source Public
Pte Ltd
77,19% 22,81%
PTMR
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2. Fixed Asset Purchase Transactions
PT Kencana Edward Public
Jessica Kusuma Cindy Kusuma
Usaha Sentosa Kusuma
72,51% 0,75% 0,75% 0,75% 25,24%
The Company
Fixed Assets
Mr. Ardi Kusuma's position in the ownership structure is as a shareholder in PT
Kencana Usaha Sentosa.
3. Purchase Transactions of Assets and Liabilities
PT Kencana Edward Public
Jessica Kusuma Cindy Kusuma
Usaha Sentosa Kusuma
72,51% 0,75% 0,75% 0,75% 25,24%
The Company
99,00%
GPK
Assets and
Liabilities
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V. INDEPENDENT PARTIES INVOLVED IN THE PLANNING TRANSACTION
The Company has appointed KJPP Syarif, Endang & Rekan as the independent appraiser to
conduct the valuation of the shares held by the Company and Mr. Ardi Kusuma in PTMR, the
valuation of the shares held by PT Global Putra Kusuma in PTMR, as well as the valuation of
PTMR's assets. The Company has also appointed KJPP Ihot, Dollar & Raymond as the independent
appraiser to conduct the valuation of assets belonging to Mr. Ardi Kusuma. Both independent
appraisers appointed by the Company have declared that they have no affiliation, whether directly
or indirectly, with the Company as defined under the Capital Market Law.
A. Summary of the Valuation Report on the Shares of PTMR
The following is a summary of the stock valuation report for PTMR as set forth in Report No.
00009/2.0113-03/BS/05/0340/1/II/2026 dated February 26, 2026.
The identity of the appraiser for the PTMR stock valuation report is as follows:
MAPPI : No. 09-S-02341
Public Appraiser License : No. B-1.12.00340
License Classification : Business Valuation
Registration Number : No. RMK-2017.00303
OJK Registration Certificate : No. STTD.PB-08/PJ-1/PM.02/2023
NBFI Registration Certificate : No. 173/NB.122/STTD-P/2019
- Valuation Object
The valuation object in this stock valuation report is the valuation of a 77.19% equity
interest in the Company.
- Purpose and Objective of Valuation
KJPP Syarif, Endang & Rekan has been appointed by PT Master Print Tbk (hereinafter
referred to as “PTMR”) in accordance with the Stock Valuation Service Agreement No.
0067/SPK/MSE-03/ES/X/2025, dated October 24, 2025, for the purpose of conducting an
analysis to provide a Market Value opinion on a 77.19% equity interest in the Company.
This report is prepared to provide information to the Report User regarding the Market Value
of the shares in connection with the proposed share divestment plan.
- Assumptions and Limiting Conditions
In this valuation, several assumptions are set forth by the Appraiser in relation to the
conclusion of value, including:
The Valuation Report produced by the Appraiser is a non-disclaimer opinion;
The Appraiser has conducted a review of the documents used in the Valuation process;
The data and information obtained originate from both external and internal sources that
the Appraiser believes to be reliable in their accuracy;
The Appraiser utilized adjusted financial projections that reflect the fairness of the
financial projections prepared by management and their achievability (fiduciary duty);
The Appraiser is responsible for the execution of the Valuation and the fairness of the
adjusted financial projections;
The Appraiser produces a Valuation Report that is open to the public, except for
information of a confidential nature that could affect the company’s operations;
The Appraiser is responsible for the Valuation Report and the conclusion of Value;
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The Appraiser has obtained information regarding the legal status of the Valuation
object from the assigning party; and
The Appraiser has reasonable assurance that the assumptions used in the preparation of
the business plan are relevant and accountable.
- Valuation Approach and Methods
The approaches used by the Appraiser in determining the Market Value of a 77.19% equity
interest in the Company are the Income Approach using the Discounted Cash Flow (DCF)
method, and the Market Approach using the Guideline Publicly Traded Company Method
(GPTC).
- Conclusion
Through various considerations of objectivity and fairness of value, the Appraiser is of the
opinion that the Market Value of a 77.19% equity interest in PT Master Print Tbk as of
September 30, 2025, is: IDR 133,902,000,000.-.
B. Summary of the Asset Valuation Report of Mitra Pack
The following is a summary of the valuation report on the tangible assets belonging to Mr. Ardi
Kusuma, as set forth in Report No. 00001/2.0110-00/PI/10/0092/1/I/2026 dated January 13,
2026.
The identity of the appraiser for the asset valuation report is as follows:
MAPPI : No. 96-S-00724
Public Appraiser License : No. P.1.09.00092
License Classification : Property Appraiser
Registration Number : No. 42/KM.1/2009
OJK Registration Certificate : No. STTD.PP-27/PJ-1/PM.02/2023
1. Identity of the Parties
The parties related to this transaction plan are Ardi Kusuma and the Company.
2. Valuation Object
The valuation objects in this transaction plan are as follows:
No. Valuation Object Ownership Location
1 Office House SHGB No. 3410 under Duta Garden Housing, Block D 01/42, RT. 024
the name of Ardi RW. 08, Jurumudi Baru, Benda, Tangerang
Kusuma City, Banten.
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2 Office House SHGB No. 3656 under Duta Garden Housing, Block D 01/43, RT. 024
the name of Ardi RW. 08, Jurumudi Baru, Benda, Tangerang
Kusuma City, Banten.
3 Office Building SHM No. 761 and Jl. DR. Sitanala RT. 001 RW. 002, Karang Sari,
SHM No. 762 under Neglasari, Tangerang City, Banten.
the name of Ardi
Kusuma
4 Building SHM No. 1861 and Jl. Nusa Indah A9 RT. 003 RW. 004 Kel.
HGB No. 340 under Jurumudi, Kec. Benda, Tangerang, City,
the name of Ardi Banten
Kusuma
3. Valuation Objective
The purpose of the valuation of the tangible assets owned by Ardi Kusuma is to provide an
opinion on the fair Market Value of the assets owned by Ardi Kusuma, which will be used by
the Company in the Fixed Asset Acquisition Transaction and is not recommended for any
other use, expressed in Indonesian Rupiah, and which shall subsequently be used by the
Company in the Fixed Asset Acquisition Transaction.
4. Assumptions and Limiting Condition
In this valuation, there are several assumptions and limiting conditions used by the
Appraiser in relation to the conclusion of value, including:
- The data and information received by the Appraiser from the Assigning Party regarding
the valuation object are assumed to be fair, accurate, and correct.
- The valuation object is supported by legally valid ownership documents, is transferable,
and is free from any liens, claims, or encumbrances.
- The valuation was conducted with adequate access for investigation purposes.
- In this Valuation, the Appraiser bears no responsibility toward third parties, as long as it
does not deviate from applicable regulations and laws.
- The valuation does not take into account costs and taxes related to the sale and transfer
to other parties.
- The Valuation Object is assumed to be free from environmental contamination.
- The land area is based on land ownership documents and information from the Assigning
Party, and it is assumed that such area is correct, accurate, and reliable. Should the area
prove to be different, this valuation shall be void and a revaluation must be conducted.
- The building area is based on physical measurements conducted manually by the
Appraiser on-site.
- The assets included in this valuation are valued as a single group of assets.
Furthermore, we clarify that no special assumptions have been applied in this valuation.
5. Valuation Approach and Methods
The selection of valuation methods depends heavily on the object being valued and the
availability of data in the field. Considering the types of the Valuation Objects, namely Office
Houses, Office Buildings, and Warehouse Land and Buildings, and referring to the purpose
and objective of the valuation in accordance with OJK Regulation No. 28/POJK.04/2021 –
Chapter X and OJK Circular Letter No. 33/SEOJK.04/2021 – Chapter III, concerning Valuation
Approaches, Valuation Methods, and Valuation Procedures, the valuation approaches for
this assessment are described as follows:
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Market Cost Approach Income
No Property Type Address
Approach Approach
Duta Garden Housing, Block D 01/42, RT. 024 RW.
1 Office House 08, Jurumudi Baru, Benda, Tangerang City, V
Banten.
Duta Garden Housing, Block D 01/43, RT. 024 RW.
2 Office House 08, Jurumudi Baru, Benda, Tangerang City, V
Banten.
Jl. DR. Sitanala RT. 001 RW. 002, Karang Sari,
3 Office Building V V
Neglasari, Tangerang City, Banten.
Jl. Nusa Indah A9 RT. 003 RW. 004, Jurumudi,
4 Building V V
Benda, Tangerang City, Banten.
The Market Value of the property as a conclusion of value is obtained from the results of
reconciliation or weighting of the Market Value Indications generated from the calculations
of both valuation approaches.
6. Conclusion of Value
After conducting a direct inspection and examination at the asset locations, collecting
internal and external data regarding the assets, analyzing, comparing, and making
adjustments to all relevant factors affecting the value, and by utilizing the valuation
methods mentioned above following standard appraisal procedures; without prejudice to
the statements and notes in this valuation report, the Appraiser is of the opinion that the
Market Value of the subject assets as of September 30, 2025, is:
IDR 37,430,100,000.-
(Thirty Seven Billion Four Hundred Thirty Million One Hundred Thousand Indonesian
Rupiah)
The value generated by the Appraiser is the result of calculations from the Market Approach,
the Income Approach using the Discounted Cash Flow (“DCF”) method, and the Cost
Approach. The Market Value of the assets above represents the sum of the Market Values
of all assets designated as Valuation Objects.
These methods consider all related components that influence value; therefore, in the
Appraiser's opinion, the resulting value represents the closest approximation to the fair
market price of the assets.
C. Purchase Transaction of Assets and Liabilities
C.1 GPK Stock Valuation
The following is a summary of the stock valuation report for PT Global Putra Kusuma (“GPK”)
as set forth in Report No. 00010/2.0113-03/BS/05/0340/1/II/2026 dated February 26, 2026:
The identity of the appraiser for the PTMR stock valuation report is as follows:
MAPPI : No. 09-S-02341
Public Appraiser License : No. B-1.12.00340
License Classification : Business Valuation
Registration Number : No. RMK-2017.00303
OJK Registration Certificate : No. STTD.PB-08/PJ-1/PM.02/2023
NBFI Registration Certificate : No. 173/NB.122/STTD-P/2019
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1. Identity of the Parties
The parties related to this transaction plan are the Company, PTMR, and GPK.
2. Valuation Object
The valuation object in this transaction plan is a 99.00% equity interest in GPK.
3. Purpose and Objective of Valuation
The objective of the valuation of GPK’s shares is to provide an opinion on the fair market
value as of September 30, 2025, of a 99.00% equity interest in GPK, expressed in Rupiah,
which will subsequently be utilized by the Company for the calculation of the Purchase
Transaction of Assets and Liabilities.
KJPP Syarif, Endang & Rekan has been appointed by PTMP in accordance with the Stock
Valuation Service Agreement No. 0069/SPK/MSE-03/ES/X/2025, dated October 24, 2025,
for the purpose of conducting an analysis to provide a Market Value opinion on a 99.00%
equity interest in the Company.
This report is prepared to provide information to the Report User regarding the Market Value
of the shares in connection with the proposed share acquisition plan.
4. Assumptions and Limiting Conditions
In this valuation, several assumptions and limiting conditions are utilized by the Appraiser
in relation to the conclusion of value, including:
- The Valuation Report produced is a non-disclaimer opinion.
- The Appraiser has conducted a review of the documents used in the Valuation process.
- The data and information obtained originate from both external and internal sources that
the Appraiser believes to be reliable in their accuracy.
- The Appraiser utilized adjusted financial projections that reflect the fairness of the
financial projections prepared by management and their achievability (fiduciary duty).
- The Appraiser is responsible for the execution of the Valuation and the fairness of the
adjusted financial projections.
- The Appraiser produces a Valuation Report that is open to the public, except for
information of a confidential nature that could affect the company’s operations.
- The Appraiser is responsible for the Valuation Report and the conclusion of Value.
- The Appraiser has obtained information regarding the legal status of the Valuation
object from the assigning party.
- The Appraiser has reasonable assurance that the assumptions used in the preparation of
the business plan are relevant and accountable.
Furthermore, we clarify that no special assumptions have been applied in this valuation.
5. Valuation Approach and Methods
The approaches used by the Appraiser in determining the Market Value of a 99.00% equity
interest in the Company are the Income Approach using the Discounted Cash Flow (DCF)
method, and the Market Approach using the Guideline Publicly Traded Company Method
(GPTC).
6. Conclusion of Value
This valuation was conducted with reference to the Indonesian Code of Ethics for Appraisers
(KEPI), the Indonesian Valuation Standards (SPI) from the Indonesian Society of Appraisers
(MAPPI), and OJK Regulation No. 35/POJK.04/2020. The Appraiser utilized common
approaches and methods in conducting the review and analysis of various relevant data and
information, under the limiting condition that the fundamental assumptions underlying the
study and analysis are met.
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Through various considerations of objectivity and fairness of value, the Appraiser is of the
opinion that the Market Value of a 99.00% equity interest in GPK as of September 30, 2025,
is:
IDR 29,601,000,000.-
(Twenty-Nine Billion Six Hundred One Million Indonesian Rupiah)
The value generated by the Appraiser 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).
These methods consider all related components that influence value; therefore, in the
Appraiser's opinion, the resulting value represents the closest approximation to the fair
market price of the shares.
The Market Value of GPK shares resulting from the weighting as of September 30, 2025, for
a 99.00% equity interest is as follows:
C.2 PTMR Asset Valuation
The following is a summary of the valuation report on the properties/assets owned by PTMR,
as set forth in Report No. 00007/2.0113-01/PI/05/0518/1/I/2026 dated January 6, 2026.
The identity of the appraiser for the asset valuation report is as follows:
MAPPI : No. 15-S-05549
Public Appraiser License : No. P-1.18.00518
License Classification : Property Appraiser (P)
Registration Number : No. RMK-2017.00588
OJK Registration Certificate : No. STTD.PP-264/PM-021/2024
1. Identity of the Parties
The parties related to this transaction plan are the Company and PTMR.
2. Valuation Object
The valuation objects in this transaction plan are as follows:
No Assessment Object Ownership Location
1 Land and Warehouse SHGB NIB: Central Industrial Park Complex, Omega
Building (2 units) 12.10.000036732.0 and Block No. 22-23, Kemiri Village, Sidoarjo
12.10.000037143.0 with a District, Sidoarjo Regency, East Java
Total Area of: 1,000 m 2 and Province.
a Total Building Area of:
748 m 2
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2 Shophouse/Shophouse SHGB No. 5325 and 5330 Pangeran Jayakarta Street, Prima Jayakarta
with a total area of 61 m 2 Complex Block C No. 15, South Mangga Dua
and building area of 178 m 2 Village, Sawah Besar District, Central
Jakarta Administrative City, Special Capital
Region of Jakarta Province.
3 Vehicles and Heavy Tangerang area, Banten Province, in
Equipment Serang, Banten Province, in Jakarta, DKI
Jakarta Province and Sidoarjo, East Java
Province.
4 Packaging Machines Tangerang area, Banten Province, in
Serang, Banten Province, in Jakarta, DKI
Jakarta Province and Sidoarjo, East Java
Province.
5 Office Inventory and Tangerang area, Banten Province, in
Equipment Serang, Banten Province, in Jakarta, DKI
Jakarta Province and Sidoarjo, East Java
Province
6 Packaging Equipment Tangerang area, Banten Province, in
Supplies Serang, Banten Province, in Jakarta, DKI
Jakarta Province and Sidoarjo, East Java
Province
3. Assessment Objectives
The purpose of the valuation of the shares and property/assets of PTMR is to provide an
opinion on the fair value of the assets to be transferred in connection with the acquisition
interest of PT Master Print Tbk. (Disposal of Assets of PT Master Print Tbk.) and not for any
other purpose.
1.4. 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 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.
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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.
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B. Special Conditions and Disclosures
- In the copies of the electronic certificates we received, namely SHGB NIB.
12.10.000036732.0 and SHGB NIB. 12.10.000037143.0, there is no information on
the certificate issuance date, measurement letter number, or measurement letter
date.
- In the Ruko/Rukan Assessment, there is no information on the Land Situation Image
of SHGB No. 5330. We obtained information regarding the situation image of the land
plot from the verification results of the SHGB Copy No. 5325 and checks via the Sentuh
Tanahku application and the ATR/BPN website. We have also confirmed this with the
Company.
- In the Ruko/Rukan Assessment, the object of assessment is connected via a
connecting door on each floor of the building with the shophouse on the south side
(Unit C-12) which is reported to still be under the same ownership as the shophouse
unit of the object of assessment (Unit C-15). On each floor of the asset building there
are stairs, but access to the 2nd and 3rd floors of the building can only be accessed
from Unit C-12 because the stairs on the asset have been closed.
2.5. 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,
2 Shophouse/Shophouse Sawah Besar District, Central Jakarta V V
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.
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3.6. Conclusion of valueValue
By using customary valuation methods, and taking into account all factors as stated in this
report and based on the applicable assumptions and limitations, the Appraiser is of the
opinion that the Market Value of the above assets as of September 30, 2025 is as large as:
Rp. 26.,758.,966.,500,-
(Twenty Six Billion Seven Hundred Fifty Eight Million Nine Hundred Sixty Six
Thousand Five Hundred Rupiah)
The value the appraiser produces is the result of calculations using the Market Approach
and the Cost Approach. The Market Value of the Assets above is the sum of the Market
Values of all assets that are the Object of the Appraisal.
This method takes into account all related components that influence the value, so that
according to the Appraiser , the resulting value is the value closest to the fairness of the
asset price in the market.
VI. SUMMARY OF INDEPENDENT PARTY OPINIONS REGARDING THE PLANNING
TRANSACTION
In accordance with the provisions of Article 22 paragraph 1 letter (b) of OJK Regulation (POJK)
17/2020, the Company has appointed an OJK-registered Independent Appraiser, KJPP Syarif,
Endang & Rekan, as the independent appraiser to provide a fairness opinion on the Proposed
Transaction. The independent appraiser has declared that it has no affiliation, either directly or
indirectly, with the Company as defined under the Capital Market Law.
A. Divestment Transaction of PTMR Shares by PTMP
The following is a summary of the fairness opinion report on the proposed divestment of PTMR
shares by PTMP regarding the PTMR Divestment Transaction by DS, as set forth in Report No.
00012/2.0113-03/BS/05/0340/1/II/2026 dated February 26, 2026
The identities of the appraiser for the stock valuation reports are as follows:
MAPPI : No. 09-S-02341
Public Appraiser License : No. B-1.12.00340
License Classification : Business Valuation
Registration Number : No. RMK-2017.00303
STTD OJK : No. STTD.PB-08/PJ-1/PM.02/2023
STTD IKNB : No. 173/NB.122/STTD-P/2019
1. Valuation Object
The valuation object in this stock valuation report is the valuation of 77.19% shares of
PTMR.
2. Valuation Purpose and Objective
The purpose and objective of this valuation report are to provide a Fairness Opinion on the
Proposed Divestment Transaction of a 77.19% equity interest in PTMR. This fairness opinion
is provided to comply with OJK Regulation (POJK) No. 42/POJK.04/2020 concerning
Affiliated Transactions and Conflicts of Interest Transactions, and OJK Regulation (POJK)
No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities.
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3. 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.
4. Fairness Analysis of the Transaction
Based on the Stock Valuation Report of PT Master Print Tbk No. 00002/2.0113-
03/BS/05/0340/1/I/2026, dated January 7, 2026, by Public Appraiser Endang Sunardi, S.T.,
M.M., MAPPI (Cert.) from the Public Accounting Firm (KJPP) Syarif, Endang & Rekan, the
Market Value of a 77.19% equity interest in PT Master Print Tbk as of September 30, 2025,
is IDR 133,902,000,000.
Based on the Share Purchase Agreement and the Addendum to the Agreement, the value of
the Proposed Divestment Transaction for a 77.19% equity interest in PTMR is IDR
142,784,000,000.
With the Proposed Transaction value being 6.63% higher than the Market Value, the value
of the Proposed Transaction complies with the provision of being within the range not
exceeding 7.5% of the upper and lower limits of the Market Value. Accordingly, the Appraiser
is of the opinion that the transaction value is fair.
5. Conclusion
Based on the analysis conducted by the Appraiser regarding the Fairness of the Proposed
Transaction, which includes transaction analysis, qualitative analysis, and quantitative
analysis of the Proposed Transaction, analysis of the fairness of the transaction value, and
analysis of other relevant factors, the Appraiser is of the opinion that the Proposed
Divestment Transaction of a 77.19% equity interest in PTMR—consisting of a 76.42%
shareholding by PTMP in PTMR and a 0.77% shareholding by AK in PTMR to DS—is Fair.
B. Fixed Asset Purchase Transaction and Purchase Transaction of Assets and Liabilities
The following is a summary of the fairness opinion on the Fixed Asset Purchase Transaction
and the Purchase Transaction of Assets and Liabilities, as set forth in Report No.
00006/2.0113-03/BS/05/0340/1/I/2026 dated January 23, 2026:
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The identities of the appraiser for the stock and asset valuation reports are as follows:
MAPPI : No. 09-S-02341
Public Appraiser License : No. B-1.12.00340
License Classification : Business Valuation
Registration Number : No. RMK-2017.00303
STTD OJK : No. STTD.PB-08/PJ-1/PM.02/2023
STTD IKNB : No. 173/NB.122/STTD-P/2019
1. Identity of the Parties
The parties related to this transaction plan are the Company, AK, GPK, and PTMR.
2. Object of the Fairness Opinion
The object of the Fairness Opinion in this assignment is the Proposed Transaction,
consisting of the acquisition of a 99.00% equity interest in GPK and the purchase of assets
belonging to PTMR and Ardi Kusuma by PTMP.
3. Purpose and Objective of the Fairness Opinion
The purpose and objective of this valuation report are to provide a Fairness Opinion on the
Proposed Transaction, which includes the acquisition of a 99.00% equity interest in GPK, as
well as the purchase of net assets belonging to PTMR and fixed assets belonging to Ardi
Kusuma by the Company.
4. Assumptions and Limiting Conditions
In preparing this fairness opinion, several assumptions and limiting conditions have been
applied by the Valuer in relation to the conclusion of the fairness opinion, including the
following:
- This Fairness Opinion Report constitutes a non-disclaimer opinion.
- We have conducted a review of the documents used in preparing this Fairness Opinion.
- In preparing this report, the Valuer has relied upon the accuracy and completeness of
the information provided by PTMP and/or data obtained from publicly available
information and other information as well as research deemed relevant.
- The Valuer has utilized the financial projections before and after the Proposed
Transaction, as well as the Pro Forma Financial Statements submitted by PTMP,
reflecting the reasonableness of the financial projections and their achievability
(fiduciary duty).
- The Valuer is responsible for the performance of the valuation and for the
reasonableness of the adjusted financial projections.
- The report produced is available to the public, except for confidential information which
may affect the operations of PTMP.
- The Valuer is responsible for the Fairness Opinion Report and the conclusions set forth
therein.
- The Valuer has obtained information regarding the legal status of the object of the
Fairness Opinion from the engagement party.
5. Valuation Approach and Methods
The Appraiser utilized four approaches in providing the Fairness Opinion on the Proposed
Transaction regarding the acquisition of GPK's shares by the Company. The approaches and
methods used are as follows:
a. Transaction Analysis
i. Parties involved in the Acquisition Transaction of 99.00% of GPK and the Purchase of
PTMR Assets:
- PT Mitra Pack Tbk as the buyer;
- PT Master Print Tbk and Ardi Kusuma as the sellers.
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ii. Relationship between the Transacting Parties
There is an Affiliated relationship between the Company and PT Master Print Tbk, in
which PT Master Print Tbk is a controlled company of the Company, and AK serves as
the President Director of the Company.
iii. Materiality of the Transaction Value
The Proposed Transaction is a material transaction, described as follows:
Planned Transaction PTMP Equity as of Proposed Percentage
September 30, 2025 Transaction Value (%)
(IDR) (IDR)
Sale and transfer of Sale and
Purchase Objects owned by
PTMR 102,184,995,000 53.75%
Sale and transfer of Land
and Buildings owned by Ardi
Kusuma 190,115,931,743 37,430,100,000 19.69%
Total 190,115,931,743 139,615,095,000 73.44%%
Based on the Audited Interim Financial Statements of PTMP as of September 30,
2025, the total equity of PTMP is IDR 190,115,931,743.00 (One Hundred Ninety Billion
One Hundred Fifteen Million Nine Hundred Thirty-One Thousand Seven Hundred Forty-
Three Indonesian Rupiah). Pursuant to the Master Agreement dated January 23, 2026,
in the amount of IDR 102,184,995,000 and the Master Agreement dated 23 January
2026, as amended by the Addendum to the Master Agreement dated 26 February
2026 in the amount of IDR 37,430,100,000, it is determined that the total value of the
Proposed Transaction is IDR 139,615,094,617.00 (One Hundred Thirty-Nine Billion Six
Hundred Fifteen Million Ninety-Four Thousand Six Hundred Seventeen Indonesian
Rupiah). Consequently, the percentage of the total Proposed Transaction value
relative to PTMP's equity as of September 30, 2025, is 73.44%.
Under OJK Regulation No. 17/POJK.04/2020, a transaction is categorized as a material
transaction if the transaction value is equal to 20% or more of the Public Company's
equity.
Therefore, the Proposed Transaction is classified as a material transaction in
accordance with Regulation No. 17/POJK.04/2020 concerning Material Transactions
and Changes in Primary Business Activities.
iv. Benefits and Risks of the Transaction
The benefits of this Transaction include the optimization of the Company's business
group structure while maintaining control over business activities and strategic assets
that support the Company's operations. Through the realignment of assets and
liabilities in accordance with business activities, this transaction is expected to
support the Company's consolidated financial structure.
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Furthermore, this Transaction is expected to maintain the continuity of the Company's
business activities by preserving market share, the customer base, and relationships
with suppliers of the existing business activities. With direct ownership and control
over operational assets, this Transaction is also expected to support operational
needs and the Company's sustainable business development plans.
In connection with the execution of the Transaction, the Company faces risks related
to the need for operational integration of the acquired assets as well as continued
exposure to inherent business risks associated with the related business activities.
Additionally, the Transaction has the potential to cause significant changes to the
consolidated financial statements.
b. Quantitative and Qualitative Analysis of the Fixed Asset Purchase Transaction and the
Purchase Transaction of Assets and Liabilities
i. Qualitative Analysis
The rationale for the Proposed Transaction, consisting of the acquisition of a 99.00%
equity interest in GPK and the purchase of assets belonging to PTMR and Ardi Kusuma
by PTMP, is part of PTMP's business portfolio restructuring strategy following the
divestment of PTMR. Through this transaction, PTMP aims to ensure business
continuity and maintain operational stability. The acquisition of assets and the
majority shareholding in GPK are conducted to preserve market share, as well as
relationships with customers and suppliers. Overall, the Proposed Transaction is
expected to support operational sustainability and strengthen PTMP's
competitiveness within the industry while maintaining its market position.
Qualitative benefits of the Proposed Transaction include, among others, the
preservation of PTMP's business continuity without the loss of market share,
customers, or suppliers. Furthermore, PTMP gains direct control over strategic assets
and GPK ownership, which can enhance competitiveness.
The Proposed Transaction also carries qualitative disadvantages, such as potential
issues regarding the need for operational integration of the acquired assets and
continued exposure to inherent business risks associated with the business activities.
ii. Quantitative Analysis
Based on the results of the incremental analysis, from an asset perspective, the
Proposed Transaction has a significant impact on current assets, specifically the cash
and bank accounts, amounting to IDR 40.78 billion in 2025 through the end of the
projection year (2030). From an equity perspective, a significant impact is expected on
unappropriated retained earnings, amounting to IDR 135.50 billion in 2025 through
the end of the projection year.
From a Profit and Loss perspective, the incremental analysis indicates that the
Proposed Transaction has a significant impact on other income, amounting to IDR
142.78 billion, originating from the divestment of a 77.19% equity interest in PTMR.
From a Cash Flow perspective, the incremental analysis shows that the Proposed
Transaction impacts the acquisition of funds from investing activities, resulting in a
net increase in cash and cash equivalents of IDR 40.78 billion.
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c. Analysis of the Fairness of the Acquisition Transaction Value
i. Valuation Results
Based on the GPK Stock Valuation Report as of the valuation date of September 30,
2025, No. 00003/2.0113-03/BS/05/0340/1/I/2026, dated January 7, 2026, by Public
Appraiser Endang Sunardi, S.T., M.M., MAPPI (Cert.) from the Public Appraiser Office
(KJPP) Syarif, Endang & Rekan, the Market Value of a 99.00% equity interest in GPK is
IDR 29,601,000,000.- (Twenty-Nine Billion Six Hundred One Million Indonesian
Rupiah).
Based on the PTMR Asset Valuation Report as of the valuation date of September 30,
2025, No. 00007/2.0113-01/PI/05/0518/1/I/2026, dated January 6, 2026, by Public
Appraiser Dr. Handy Octavianus, S.T., MMPP., MAPPI (Cert.), from the Public Appraiser
Office (KJPP) Syarif, Endang & Rekan, the Market Value of PTMR’s Assets is IDR
26,758,966,500.- (Twenty-Six Billion Seven Hundred Fifty-Eight Million Nine Hundred
Sixty-Six Thousand Five Hundred Indonesian Rupiah).
Based on the Valuation Report of Assets belonging to Ardi Kusuma as of the valuation
date of September 30, 2025, No. 00001/2.0110-00/PI/10/0092/1/I/2026, dated
January 13, 2026, by Public Appraiser Ihot Parasian Gultom, S.E., MAPPI (Cert.), from
the Public Appraiser Office (KJPP) Ihot Dollar & Raymond, the Market Value of the
assets belonging to Ardi Kusuma is IDR 37,430,100,000.- (Thirty-Seven Billion Four
Hundred Thirty Million One Hundred Thousand Indonesian Rupiah).
ii. Transaction Value
Based on the Master Agreement dated January 23, 2026, the Proposed Transaction
Value for the acquisition of a 99.00% equity interest in GPK and the purchase of assets
belonging to PTMR and Ardi Kusuma by PTMP is IDR 93,790,066,500.- (Ninety-Three
Billion Seven Hundred Ninety Million Sixty-Six Thousand Five Hundred Indonesian
Rupiah).
iii. Fairness of the Transaction Value
The fairness of the transaction value, pursuant to OJK Regulation No.
35/POJK.04/2020 concerning Guidelines for Valuation and Presentation of Business
Valuation Reports in the Capital Market, states that the upper and lower limits of the
value range must not exceed 7.50% of the appraised value.
Accordingly, the following is the upper and lower limit test table for the Proposed
Transaction:
Upper and Lower Limit Test
Description Transaction Limits (IDR
Million)
Upper Limit of Proposed Transaction
Value 7.5% above Market Value 100.824
Proposed Transaction Value 93.790
Market Value 93.790
Lower Limit of Proposed Transaction 7.5% below Market Value 86.755
Value
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Based on the table above, the Proposed Transaction is considered fair as it falls within
the upper and lower limit test of 7.50%. The difference between the transaction value
and the Market Value is 0.00%, as shown in the following table:
Transaction Value Difference
Proposed
Description Market Value Diffrence (%)
Transaction Value
Proposed
93,790,066,500 93,790,066,500 0.00%
Transaction
d. Analysis of Other Relevant Factors
Relevant factors regarding the Proposed Transaction have been analyzed and disclosed
in the previous chapters, both qualitatively and quantitatively, including considerations
of benefits, advantages, risks, and disadvantages. Accordingly, the Appraiser did not
conduct any further analysis on other relevant factors.
6. Conclusion of Fairness Opinion
This Fairness Opinion is prepared to comply with the provisions of the Financial Services
Authority (OJK) Regulation Number 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities, and is in accordance with the Indonesian Code of Ethics for
Appraisers (KEPI), the Indonesian Valuation Standards (SPI) from the Indonesian Society of
Appraisers (MAPPI), and the Financial Services Authority (OJK) Regulation Number
35/POJK.04/2020. The Appraiser has utilized common approaches and methods in
conducting the study and analysis of relevant data and information, under the condition that
the underlying fundamental assumptions are met.
Based on the analysis conducted by the Appraiser regarding the Fairness of the Proposed
Transaction, which includes transaction analysis, qualitative analysis, and quantitative
analysis of the Proposed Transaction, analysis of the fairness of the transaction value, and
analysis of other relevant factors, the Appraiser is of the opinion that the Proposed
Transaction, consisting of the acquisition of a 99.00% equity interest in GPK and the
purchase of assets belonging to PTMR and Ardi Kusuma by PTMP, is Fair.
This Fairness Opinion shall remain 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 regulations of the Government of the Republic of Indonesia
between the date of the report and the execution of the Proposed Transaction.
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VII. IMPACT OF THE PROPOSED TRANSACTION ON THE FINANCIAL CONDITION OF THE
COMPANY (PRO FORMA)
The following is the Company’s pro forma financial information before and after the proposed
transaction, based on the independent practitioner’s assurance report on the compilation of pro
forma financial information which has been reviewed by Helli I.B. Susetyo, CPA, Independent
Auditor of Kanaka Puradiredja, Suhartono Public Accounting Firm, as stated in Report No.
299/GN/HI/KPS/I/26 dated 23 January 2026, wherein the Independent Auditor expressed an
opinion that the consolidated pro forma financial information has been compiled, in all material
respects, in accordance with the applicable criteria as described in Notes 2 and 3 to the
consolidated pro forma financial information, as follows:
PT MITRA PACK TBK AND ITS SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of 30 September 2025
(Expressed in Rupiah, unless otherwise stated)
Historical – Pro Forma Pro Forma
PTMP Adjustments Consolidated
CURRENT ASSETS
Cash and cash equivalents 4,233,851,887 (3,589,793,934) 644,057,953
Trade receivables 38,201,315,394 2,835,582,959 41,036,898,353
Other receivables 47,004,178,535 (7,608,127,534) 39,396,051,001
Inventories 99,503,633,796 (393,950,288) 99,109,683,508
Prepaid taxes - 2,943,486,315 2,943,486,315
Advances and prepaid expenses 49,569,769,708 - 49,569,769,708
Total Current Assets 238,512,749,320 232,699,946,838
NON-CURRENT ASSETS
Other receivables - 13,190,439,956 13,190,439,956
Estimated claims for tax refund 3,202,682,688 (767,753,810) 2,434,928,878
Fixed assets - net 38,998,164,864 41,186,102,745 80,184,267,609
Other assets 8,724,140 - 8,724,140
Deferred tax assets 9,436,469,159 (3,337,435,072) 6,099,034,087
Total Non-Current Assets 51,646,040,851 101,917,394,670
TOTAL ASSETS 290,158,790,171 334,617,341,508
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PT MITRA PACK TBK AND ITS SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of 30 September 2025
(Expressed in Rupiah, unless otherwise stated)
Historical – Pro Forma Pro Forma
PTMP Adjustments Consolidated
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Trade payables 23,319,428,709 4,417,587,241 27,737,015,950
Other payables 201,697,339 (31,069,421) 170,627,918
Accrued expenses 1,327,404,885 - 1,327,404,885
Advances from customers 8,376,752,481 - 8,376,752,481
Taxes payable 3,299,168,614 (996,463,052) 2,302,705,562
Current maturities of
long-term liabilities:
Bank loans 40,272,314,850 - 40,272,314,850
Payables for purchase of fixed - 1,148,727,234
asset 1,148,727,234
Lease liabilities to related parties 908,109,879 (754,145,754) 153,964,125
Total Current Liabilities 78,853,603,991 81,489,513,005
NON-CURRENT LIABILIES
Long-term liabilies-
net of current maturities:
Payables for purchase 512,521,120 1,024,158,802
of fixed asset 511,637,682
Lease liabilies to related
3,953,967,686 (3,191,104,323) 762,863,363
parties
Other Payables - 4,031,377,562 4,031,377,562
Employee benefits liabilities 16,723,649,069 - 16,723,649,069
Total Non-Current Liabilities 21,189,254,437 22,542,048,796
TOTAL LIABILITIES 100,042,858,428 104,031,561,801
EQUITY
Share capital - par value of
Rp 25 per share
Authorized
- 9,746,800,000 shares
Issued and fully paid -
3,169,200,000 shares 79,230,000,000 - 79,230,000,000
Additional paid-in capital 115,655,342,915 (43,672,238,175) 71,983,104,740
Others comprehensive loss (1,506,953,444) 1,441,120,625 (65,832,819)
Retained earings
Appropriated 325,000,000 - 325,000,000
Unappropriated (14,216,992,802) 93,154,742,501 78,937,749,699
Total 179,486,396,669 230,410,021,620
Non-controlling interests 10,629,535,074 175,758,087
TOTAL EQUITY 190,115,931,743 230,585,779,707
TOTAL LIABILITIES
AND EQUITY 290,158,790,171 334,617,341,508
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PT MITRA PACK TBK AND ITS SUBSIDIARIES
PRO FORMA CONSOLIDATION STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME
For the Nine-month Period Ended September 30, 2025
(Expressed in full of Rupiah, unless otherwise stated)
Historical – Pro Forma Pro Forma
PTMP Adjustments Consolidated
NET SALES 147,594,701,531 - 147,594,701,531
COST OF GOODS SOLD (101,312,984,068) - (101,312,984,068)
GROSS PROFIT 46,281,717,463 46,281,717,463
Selling expenses (1,569,767,872) (1,569,767,872)
General and administrative (65,254,795,309) - (65,254,795,309)
Other income (expenses) - net (21,956,266,410) 98,171,386,194 76,215,119,784
PROFIT (LOSS) FROM
OPERATIONS (42,499,112,128) 55,672,274,066
finance expenses (3,625,304,919) - (3,625,304,919)
PROFIT(LOSS) BEFORE
INCOME TAX EXPENSES (46,124,417,047) 52,046,969,147
INCOME TAX BENEFIT
4,219,828,993 - 4,219,828,993
INCOME TAX
BENEFIT – NET 4,219,828,993 4,219,828,993
NET INCOME (LOSS)
FOR THE PERIOD (41,904,588,054) 56,266,798,140
OTHER COMPREHENSIVE
INCOME (LOSS)
Items that will not be
reclassified to profit or loss
Remeasurements of
long-term employee
benefits (328,907,711) (390,277,447) (719,185,158)
Related income tax 72,359,696 - 72,359,696
OTHER COMPREHENSIVE
LOSS AFTER TAX (256,548,015) (646,825,462)
TOTAL COMPREHENSIVE
INCOME (LOSS) FOR
THE PERIOD (42,161,136,069) 55,619,972,678
Furthermore, the pro forma statement of changes in equity and the pro forma statement of cash
flows are not presented in this disclosure of information, considering that the pro forma financial
statements have not been prepared for the purpose of comparability with the corresponding
period of the previous year.
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The following are the key financial ratios together with a brief explanation of the pro forma
financial statements:
Profitability (%)
Net Income (Loss) for the Period/Year to Total Assets 17%
Net Income (Loss) for the Period/Year to Total Equity 24%
Net Income (Loss) for the Period/Year to Revenue 38%
Gross Profit to Revenue 31%
Operating Profit (Loss) to Revenue 38%
Solvability (x)
Total Liabilities to Total Assets 31%
Total Liabilities to Total Equity 45%
Likuidity (x)
Current Assets to Current Liabilities 286%
Cash to Current Liabilities 1%
An overview of the pro forma financial statements is as follows: PT Mitra Pack Tbk (the “Company”
or “PTMP”) intends to undertake a series of transactions consisting of:
a. the divestment of its investment in PT Master Print Tbk (“PTMR”)
b. the acquisition of the assets and liabilities of PTMR
c. the acquisition of shares in PT Global Putra Kusuma (“GPK”)
d. the purchase of assets owned by Ardi Kusuma
Based on the pro forma financial statements reviewed by the Independent Auditor, the proposed
transactions are expected to have an impact on the Company’s financial condition, whereby upon
completion of the transactions PTMP will act as the main vendor for PT Global Putra Kusuma (“PT
GPK”), replacing the role of PT Master Print Tbk (“PTMR”), and PT GPK will take over all customers
of PTMR. In this regard, in 2026 PTMP (parent entity) and PT GPK (entity) are projected to
experience a significant increase in sales and purchases as a result of the divestment of PTMR’s
shares.
The losses recorded in the 2025 financial statements were primarily attributable to the
implementation of PSAK 109 (Financial Instruments) in relation to trade receivables and other
receivables, PSAK 102 (Inventories) in relation to the provision for inventory impairment, and PSAK
216 (Fixed Assets) in relation to the impairment of fixed assets.
For the period from 2026 to 2030, the Company plans to enhance internal controls over trade
receivables, other receivables, inventories, and fixed assets, such that the related provisioning
expenses are not expected to have a significant impact on the Company’s financial performance.
In addition, the Company targets sales growth with an average projected increase of 15% per
annum and a net profit margin in the range of 5%-10% per annum.
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X. P VIII. STATEMENT OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS
OF THE COMPANY
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 POJK No. 17/POJK.04/2020 and also constitutes an
Affiliated Transaction as referred to in POJK No. 42/POJK.04/2020. The Transaction has
undergone adequate procedures in accordance with the Company’s internal policies to ensure
that the Transaction is conducted in line with generally accepted business practices and in
compliance with the provisions of POJK 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
this Transaction does not contain any Conflict of Interest, as there is no difference between the
economic interests of the Company and the personal economic interests of any member of the
Board of Directors, member of the Board of Commissioners, major shareholder, or controlling
shareholder that could be detrimental to the Company. To the best knowledge and belief of the
Board of Directors and the Board of Commissioners of the Company, all material information
relating to the Transaction has been disclosed in this Disclosure of Information, and such
information is not misleading and may be duly accounted for.
IX. GENERAL MEETING OF SHAREHOLDERS
● Background and Agenda of the Independent EGMS
E.A.
The EGMS concerning the Proposed PTMR Divestment Transaction and the Independent EGMS
concerning the Fixed Asset Acquisition Transaction and the Asset and Liability Acquisition
Transaction will be convened on 3 March 2026 at the venue and time to be specified in the
notice of the EGMS and the Independent EGMS, which will be announced on 9 February 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 encourages all Shareholders to attend the EGMS and the
Independent EGMS by granting a proxy to the representative appointed by the Company’s
Securities Administration Bureau (“BAE”) by duly signing and returning the proxy form available
on the Company’s website (www.mitrapack.co.id) and in relation to the Independent EGMS, by
submitting the Independent Shareholder Statement Letter to the Company via email at
corsec@mitrapack.co.id. The duly completed proxy form must be received by the Board of
Directors of the Company no later than 3 (three) business days prior to the date of the EGMS
and the Independent EGMS, namely 26 February 2026, at the office of the BAE, PT Adimitra
Jasa Korpora, domiciled in Jakarta and located at Kirana Boutique Office Blok F3 No. 5, Jl. Kirana
Avenue III, Kelapa Gading, North Jakarta 14240. Shareholders may alternatively grant their
proxy electronically through the Electronic General Meeting System (eASY.KSEI) facility
accessible at https://akses.ksei.co.id/, provided by Kustodian Sentral Efek Indonesia as the
electronic proxy mechanism for the convening of the EGMS and the Independent EGMS, no
later than 1 (one) business day prior to the date of the EGMS and the Independent EGMS,
namely 2 March 2026.
Shareholders or their proxies who wish to attend the Independent EGMS must sign the
Independent Shareholder Statement.
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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.
Shareholders entitled to attend the EGMS and the Independent EGMS in relation to the agenda
concerning the approval of the Proposed Transaction are those Shareholders (and, with respect
to the Independent EGMS, the Independent Shareholders) whose names are registered in the
Company’s Register of Shareholders as of the Recording Date.
Based on POJK No. 17/POJK.04/2020 in conjunction with POJK No. 15/POJK.04/2020 dated 21
April 2020 concerning the Plan and Implementation of General Meetings of Shareholders of
Public Companies (“POJK No. 15/2020”), in order to protect the interests of public
shareholders, the implementation of the Fixed Asset Acquisition Transaction and the Asset
and Liability Acquisition Transaction, the value of which is material, must obtain approval from
independent shareholders at an Extraordinary General Meeting of Shareholders attended by
independent shareholders representing more than 1/2 (one-half) of the total shares with valid
voting rights held by the independent shareholders, and such transactions must be approved
by independent shareholders representing more than 1/2 (one-half) of the total shares with
valid voting rights held by the independent shareholders.
The quorum of attendance and quorum for resolutions of the Extraordinary General Meeting
of Shareholders in respect of the agenda on the approval of the proposed transaction for the
disposal of all shareholding participation assets in PTMR to Deep Source Pte. Ltd. are as
follows:
a. The GMS may be convened if attended by shareholders representing at least 3/4 (three-
fourths) of the total issued shares with valid voting rights, and the resolutions of the GMS
shall be valid if approved by more than 3/4 (three-fourths) of the total shares with valid
voting rights present at the GMS;
b. In the event that the quorum as referred to in letter a is not achieved, a second GMS may be
convened, provided that the second GMS shall be valid and entitled to adopt resolutions if
attended by shareholders representing at least 2/3 (two-thirds) of the total issued shares
with valid voting rights, and the resolutions of the second GMS shall be valid if approved by
more than 3/4 (three-fourths) of the total shares with valid voting rights present at the
GMS; and
c. In the event that the quorum of attendance at the second GMS as referred to in letter b is
not achieved, a third GMS may be convened, provided that the third GMS shall be valid and
entitled to adopt resolutions if attended by shareholders holding shares with valid voting
rights in such attendance quorum and resolution quorum as determined by OJK upon the
Company’s application.
Furthermore, the attendance and quorum requirements for resolutions at the Independent
Extraordinary General Meeting of Shareholders (“Independent EGM”) are as follows:
a. The meeting may be convened if it is attended by more than 1/2 (one-half) of the total
shares with valid voting rights held by the Independent Shareholders, and resolutions of
the meeting 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;
b. In the event that the quorum as referred to in point (a) is not achieved, a second meeting
may be convened if it is attended by more than 1/2 (one-half) of the total shares with valid
voting rights held by the Independent Shareholders, and resolutions of the second meeting
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 meeting;
50
Page 51
c. In the event that the attendance quorum at the second meeting as referred to in point (b)
is not achieved, a third meeting may be convened, provided that such third meeting shall
be valid and entitled to adopt resolutions if attended by Independent Shareholders holding
shares with valid voting rights, within the attendance quorum determined by OJK upon the
Company’s request; and resolutions of the third meeting shall be valid if approved by
Independent Shareholders representing more than 50% (fifty percent) of the shares held
by the Independent Shareholders present at the meeting.
In the event that the quorum of attendance for the first EGMS as referred to above is not
achieved, a second EGMS may be convened provided that the EGMS is attended by independent
shareholders representing more than 1/2 (one-half) of the total issued shares with valid voting
rights held by the independent shareholders.
The second EGMS may be convened no earlier than 10 (ten) days and no later than 21 (twenty-
one) days after the first EGMS is convened.
In the event that an Affiliated Transaction which is required to obtain prior approval from the
Independent Shareholders at a GMS, or a Conflict of Interest Transaction, is not approved by
the Independent Shareholders at the GMS, such proposed transaction may only be resubmitted
for approval at a GMS after a minimum period of 12 (twelve) months has elapsed since the GMS
that did not approve such Affiliated Transaction or Conflict of Interest Transaction was
convened.
X. LIST OF IMPORTANT DATES RELATED TO THE PLAN OF THE TRANSACTION
Estimated important dates in connection with the Proposed Transaction are as follows:
No Activity Date
1. Notification of the Agenda of the EGMS and Independent EGMS to January 15, 2026
the OJK
2. Announcement of EGMS and Independent EGMS January 23, 2026
3. Announcement of Disclosure of Information Januari 23, 2026
4 Invitation to EGMS and Independent EGMS February 9, 2026
5. EGMS and Independent EGMS March 3, 2026
6. The Proposed Transaction is carried out March 3, 2026
7. Submission of Summary of Minutes of EGMS and Independent March 5, 2026
EGMS
51
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XI. MISCELLANEOUS
If shareholders require further information regarding the Proposed Acquisition Transaction, the
Asset Sale and Purchase Transaction, and the Asset and Liability Transfer Transaction, they may
contact the Company on any business day during the Company’s operational hours.
Corporate Secretary
Jl. Pangeran Jayakarta No.135 Blok B20
Telepon: 021 – 624-0170
Website: www.mitrapack.co.id
Email: corsec@mitrapack.co.id
Ardi Kusuma
Direktur Utama
52
Names mentioned 51 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×13
unresolved
person
Dr. Sitanala
p.1 ×4
unresolved
org
MASTERPRINT TBK
p.1 ×4
unresolved
org
Deep Source Pte. Ltd.
· Pembeli
p.2 ×19
unresolved
org
PT GPK
p.4 ×4
unresolved
org
Indonesia Stock Exchange
p.5
unresolved
person
H. Warman
· Notaris
p.6 ×2
unresolved
org
Minister of Law and Human Rights
p.6 ×8
unresolved
person
Doctor Putra Hutomo
· Notaris
p.7 ×3
unresolved
person
Helli I.B. Susetyo
p.7 ×4
unresolved
org
Deep Source Pte. Ltd. Deep Source Pte. Ltd.
p.8
unresolved
org
Bright Point Trading Pte. Ltd.
p.8 ×2
unresolved
org
Theme International Holdings Limited
p.8 ×2
unresolved
org
Deep Source Holdings Limited
p.8 ×3
unresolved
org
Business Activities Deep Source Pte. Ltd.
p.8
unresolved
person
Drajat Darmadji
p.9
unresolved
person
Christina Dwi Utami S.H.
p.9 ×3
unresolved
person
Drs. Gilbert Rely
p.10 ×2
unresolved
org
KJPP Syarif
p.11 ×5
unresolved
org
South Jakarta District Court
p.13 ×3
unresolved
person
Novianti
p.17
unresolved
org
Ministry of Law and Human Rights
p.17
unresolved
org
PT Kencana Usaha Sentosa
p.17 ×2
unresolved
person
Helli I. B Susetyo
p.22
unresolved
org
Deep Source Pte Ltd. Deep Source Holdings Limited
p.25
unresolved
org
Ardi Kusuma Ardi Kusuma Fixed Assets
p.26
unresolved
org
Endang & Rekan
p.29 ×7
unresolved
org
KJPP Ihot
p.29
unresolved
person
Ardi Kusuma. Both
p.29
unresolved
person
Public Appraiser Endang Sunardi
p.39 ×2
unresolved
person
Public Appraiser Dr. Handy Octavianus
p.43 ×2
unresolved
person
MMPP.
p.43
unresolved
person
Public Appraiser Ihot Parasian Gultom
p.43
unresolved
org
Government of the Republic of Indonesia
p.44
unresolved
org
PT Adimitra Jasa Korpora
p.49
unresolved
org
Sentral Efek Indonesia
p.49
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.50
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
23261 ms
12 Sep 2026 22:31
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}