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20260209_PTMR_Pemanggilan RUPS_32026119_lamp2.pdf
RUPS notice Text extracted PTMRSource file signed link, expires in 15 minutes
Extracted text 7
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Invitation
Extraordinary General Meeting of Shareholders
And the Independent General Meeting of Shareholders
PT Master Print Tbk
("Company")
The Board of Directors of the Company hereby invites the Company's Shareholders to attend
the Extraordinary General Meeting of Shareholders (" EGMS ") and the Independent General
Meeting of Shareholders (" IGMS ") (hereinafter the EGMS and IGMS are collectively
referred to as the (" Meetings "), which will be held on:
Day/Date : Tuesday, March 3, 2026
Time : 1:00 p.m. Western Indonesian Time - finished
Place : Ruby Ballroom – Fairmont Hotel Jakarta
Jl. Asia Afrika No.8, Gelora, Tanah Abang District, JAKARTA, Special
Capital Region of Jakarta 10270.
The IGMS will be held immediately after the EGMS.
Agenda of the EGMS:
1. Approval of the Acquisition of the Company by Deep Source Pte. Ltd.
Explanation:
In accordance with Article 28 paragraph (1) of the Company’s Articles of Association, which
requires that any acquisition may only be carried out with the approval of the Company’s
General Meeting of Shareholders.
2. Approval of the amendments to the Company’s Articles of Association, namely Article 28
paragraph (1) regarding the removal of the requirement for General Meeting of
Shareholders’ approval in relation to acquisitions, and Article 12 paragraph (10) regarding
the authority to represent the Company.
Explanation:
The amendments to the Company's articles of association are carried out to: (i) remove the
provisions in Article 28 paragraph (1) regarding the requirements for the General Meeting
Shareholders’ approval for the Acquisitions of the Company, in order to comply with the
provisions of the applicable laws and regulations which do not require approval by the
General Meeting Shareholders in the case of a public company being the target of a
acquisitions, so that in the future, shareholders’ approval will no longer be required in the
event the Company is acquired; and (ii) amend the provision regarding the authority to
represent the Company as stipulated in Article 12 paragraph (10), so that such authority shall
be exercised by the President Director together with one (1) other Director.
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3. Approval of the change in the Company’s shareholding structure to 100% public ownership Explanation: In connection with the Company's status as a public company, whose capital is invested indirectly or through portfolio, the Company's shareholding structure will be adjusted to 100% public ownership. 4. Approval of the amendment to Article 3 of the Company's Articles of Association in relation to changes in the Company's business activities. Explanation: As stipulated in Article 22 paragraph (1) letter a of the Financial Services Authority Regulation Number 17/POJK.04/2020 on Material Transactions and Changes in Business Activities, public companies that make changes to their business activities are required to first obtain shareholder approval. The amendments are made to adjust and/or add the Indonesian Standard Classification of Business Fields (“KBLI”) code in Article 3 of the Articles of Association with a KBLI code that are more aligned with the business activities to be carried out by the Company, namely (i) KBLI 64200 – Holding Company Activities; (ii) KBLI 70100 – Head Office Activities; and (iii) KBLI 70209 – Other Management Consulting Activities or other KBLI that are relevant or appropriate to the holding company activities. 5. Approval of changes to the composition of the Company's Board of Directors and Board of Commissioners. Explanation: Based on the provisions of Article 3 of the Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, members of the Board of Directors are appointed and dismissed by the General Meeting Shareholders. Therefore, approval of the resignation of members of the Company's Board of Directors and Board of Commissioners , as well as the appointment of new members of the Board of Directors and Board of Commissioners must first be obtain from the General Meeting Shareholders. In connection with the change in the composition of the members of the Board of Directors and Board of Commissioners of the Company, the General Meeting Shareholders also grants authority and power to the newly appointed members of the Board of Directors of the Company, with subtitution rights, to execute a notarial deed reflecting the changes in the Board composition, notify the Minister of Law of the Republic of Indonesia, register the changes in the company registry, and undertake all necessary actions in accordance with the prevailing laws and regulations.
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Agenda of the IGMS:
1. Approval in relation to the Company's plan to carry out a material transaction in the form of
the sale and/or transfer of all of the Company's assets and liabilities to PT Mitra Pack Tbk
(" Asset Transfer Transaction ")
Explanation:
In accordance with Article 12 paragraph (7) of the Company's articles of association and
Article 3 paragraph (1) in conjunction with Article 6 paragraph (1) letter d number 1 in
conjunction with Article 14 letter a of the Financial Services Authority Regulation No.
17/POJK.04/2020 on Material Transactions and Changes in Business Activities, the Asset
Transfer Transaction constitutes a material transaction with a value exceeding 50% (fifty
percent) of the Company's equity, and also constitutes an affiliated transaction, as PT Mitra
Pack Tbk is an affiliate of the Company. The Asset Transfer Transaction also potentially
involves a conflict of interest because it is carried out in connection with the acquisition of
the Company by Deep Source Pte. Ltd. Therefore, the Company is required to obtain
approval from the Independent General Meeting Shareholders to carry out the Asset Transfer
Transaction.
2. Approval in relation to the Company's plan to carry out a material transaction in the form of
purchasing 49% (forty-nine percent) of shares in PT Samudera Layar Nusantara (" Share
Purchase Transaction ")
Explanation:
In accordance with Article 3 paragraph (1) in conjunction with Article 6 paragraph (1) letter
d number 1 in conjunction with Article 14 letter b of the Financial Services Authority
Regulation No. 17/POJK.04/2020 on a Material Transactions and Changes in Business
Activities, the Share Purchase Transaction constitutes a material transaction with value
exceeding 50% (fifty percent) of the Company's equity. Furthermore, when combined the
acquisition of the Company by Deep Source Pte. Ltd. andthe Asset Transfer Transaction, it
may potentially constitute conflict of interest. Therefore, the Company is required to obtain
the approval of the Independent General Meeting Shareholders to carry out the Share
Purchase Transaction.
General requirements:
1. This Notice serves as the official invitation to Shareholders; no further invitations will be
sent. For your convenience, documentation is hosted on the Company’s website and the
electronic platforms of the IDX and KSEI (eASY.KSEI) platform
( https://akses.ksei.co.id/ ).
2. Shareholders who are entitled to attend the Meeting electronically or be represented at the
Company's Meeting are the Company's Shareholders whose names are validly recorded in
the Company's Shareholders Register on Friday, February 6, 2026 at 16.00 WIB ("Entitled
Shareholders") or their authorized proxies.
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3. The Meeting materials, including the resumes of the proposed candidates for member of
Board Commissioners and Board of Directors to be appointed at the Meeting, the Meeting
Rules of Procedure and other documents related to the implementation of the Meeting, are
available and can be accessed and downloaded through the Company's website
(www.masterprint.co.id) or the eASY.KSEI platform (https://akses.ksei.co.id/) until the
Meeting is held.
4. With reference to Regulation of Financial Services Authority No. 15/POJK.04/2020 of 2020
on Planning and Organization of General Meetings of Shareholders By Publicly-
Traded Companies (“POJK 15/2020”) and KSEI Regulation Number: XI-B of 2022
concerning Procedures for Conducting General Meetings of Shareholders Electronically
accompanied by Voting through eASY.KSEI, then:
a. The Meeting will be held physically and electronically at the venue. Therefore, pursuant
to Article 24 paragraph (5) of Financial Services Authority Regulation (POJK) Number
14 of 2025 on the Implementation of General Meetings of Shareholders, General
Meetings of Bondholders, and General Meetings of Sukuk holders Electronically
(“POJK 14/2025”), shareholders are expected to attend the Meeting either physically
at the Meeting venue or electronically through eASY.KSEI.
b. If authorized/represented by another party, shareholders can provide power of attorney
electronically (e-Proxy) via the eASY.KSEI application (https://akses.ksei.co.id/) or
provide power of attorney conventionally.
5. Shareholders who grant power of attorney electronically via the eASY.KSEI application as
referred to in number 4 letter (b) above are expected to pay attention to the following
matters:
a. The Company's Shareholders who can use the eASY.KSEI application are Shareholders
whose shares are held in KSEI's collective custody;
b. The Company's Shareholders must first be registered in the KSEI Securities Ownership
Reference Facility (" Akses KSEI "). For Shareholders who are not yet registered,
please first register through the eASY.KSEI website (https://akses.ksei.co.id); and
c. To use the eASY.KSEI application, Shareholders may access eASY.KSEI through
eASY.KSEI Login sub-menu available on the KSEI Akses facility
(https://akses.ksei.co.id).
Guidelines for registration, usage, and further information regarding eASY.KSEI (eProxy
and e-voting) can be found on the eASY.KSEI website (https://akses.ksei.co.id/).
6. Shareholders or their proxies who will attend electronically via the eASY.KSEI application
as referred to in number 5 letters (a) and (b) above are requested to observe the following:
a. The Company's Shareholders may declare their attendance electronically up to 1 (one)
day before the date of the Meeting, namely on Monday, March 2, 2026, at 11.30 WIB ("
Attendance Declaration Deadline "), and may submit or amend their voting choices
via eASY.KSEI from the date of this notice until the Attendance Declaration Deadline.
b. For the following matters:
(i) Shareholders of the Company who have not declared their electronic attendance by
the Attendance Declaration Deadline;
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(ii) Shareholders of the Company who have declared electronic attendance but have
not yet determined their voting choice by the Attendance Declaration Deadline;
(iii) Individual Representatives, and Independent Parties appointed by the Company
(namely, PT Adimitra Jasa Korpora as the Company's Securities Administration
Bureau (" BAE ")) who have received power of attorney from the Company's
Shareholders, but the Shareholders concerned have not yet determined their voting
choices by the Attendance Declaration Deadline;
(iv) KSEI/Intermediary Participants (Custodian Banks or Securities Companies)
who have received proxies from Shareholders and have submitted votes via
eASY.KSEI, are required to complete registration through the eASY.KSEI
application on the date of the Meeting between 11.00 WIB and 13.00 WIB.
c. Delays or failures in the electronic registration process for any reason will result in
Shareholders or their proxies being unable to attend the Meeting electronically and their
share ownership will not be counted towards the attendance quorum of the Meeting
7. For Shareholders of the Company in the form of a document/script, they can provide power
of attorney through a power of attorney available on the Company's website
(https://www.masterprint.co.id) by paying attention to the mechanism in point 8 below.
8. The Company's Shareholders may be represented by their attorney:
a. by providing electronic power of attorney (e-Proxy) through the eASY.KSEI
application with the provision that Shareholders are required to submit their power of
attorney and vote, make changes to the appointment of the proxy and/or vote choice for
the Meeting agenda, or revoke the power of attorney, electronically through eASY.KSEI
from the date of this notice until the Deadline for the Declaration of Attendance; or
b. by using the conventional power of attorney form available on the Company's website
(https://www.masterprint.co.id), with the following provisions:
(i) members of the Board of Directors, Board of Commissioners and employees of the
Company may act as proxies at the Meeting, but their votes will not be counted;
(ii) The Company's shareholders are not entitled to grant power of attorney to more than
one proxy for a portion of the number of shares they own with different votes;
(iii) In the case of a power of attorney as referred to in point 8 letter (b) is signed outside
the territory of the Republic of Indonesia, the power of attorney must be legalized
by a local Public Notary and the nearest official representative office of the
government of the Republic of Indonesia;
(iv) Shareholders may grant conventional power of attorney to an independent party
appointed by the Company, namely a representative from BAE; and
(v) The power of attorney form can be downloaded from the Company's website and
when completed must be submitted to the BAE whose office address is at Kirana
Boutique Office Building, Jalan Kirana Avenue III Block F3 No. 5, Kelapa Gading-
North Jakarta 14250, DKI Jakarta, Indonesia. (" BAE Office "), on every working
day from the date of the Meeting notice until no later than 3 (three) working days
before the Meeting is held, namely on Thursday, February 26, 2026, until 14.00
WIB.
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9. The Company's Shareholders or their proxies can watch the ongoing Meeting via Zoom
webinar by accessing the eASY.KSEI menu, under the “Meeting Broadcast” submenu
available in the KSEI Akses facility (https://akses.ksei.co.id/) or via “Meeting Broadcast”
menu on the Akses KSEI mobile application, with the following provisions:
a. The Company's Shareholders or their proxies must be registered in the eASY.KSEI
application no later than March 2, 2026, at 16.00 WIB.
b. The Meeting Broadcast has a capacity of up to 500 participants, with attendance on a
first-come, first-served basis. Shareholders or their proxies who are unable to watch the
Meeting via the Broadcast are still considered to have attended electronically, and their
shareholding and votes will be counted, provided they are registered in eASY.KSEI;
c. Shareholders of the Company or their proxies who only watch Meeting through the
General Meeting Shareholders Broadcast but have not registered electronically
attendance in eASY.KSEI application, then the presence of the Shareholder or their
proxies will be deemed invalid and will not be included in the calculation of the
attendance quorum for the Meeting.
10. If after the date of this Notice there are any technical operational changes to the
eASY.KSEI application, or changes to KSEI regulations, guidelines and/or explanations
related to the holding of Meetings electronically through the eASY.KSEI application, then
these changes will apply to the implementation of the Meeting, and all arrangements in these
General Provisions related to the holding of Meetings electronically through the eASY.KSEI
application will be deemed to be adjusted to these changes.
11. In relation to the agenda item of the IGMS that requires approval from Independent
Shareholders, Independent Shareholders are encouraged to complete the Independent
Statement Form and sign it with a Rp10,000 duty stamp. The form may be downloaded from
the Company’s website at https://www.masterprint.co.id. Independent Shareholders who
will attend electronically or grant a power of attorney electronically (e-Proxy) may
download the form and submit it to the Share Registrar’s Office (BAE) as referred to in item
8 letter (b) above or via email at opr@adimitra-jk.co.id, no later than 3 (three) business days
prior to the Meeting, namely on Thursday, 26 February 2026, at 14:00 WIB. Independent
Shareholders (or their duly authorized proxies) who will attend physically are required to
submit the form prior to the commencement of the Meeting.
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Additional notes:
Shareholders or their proxies may attend the Meeting electronically or physically. Shareholders
or their proxies who are physically present must follow the protocol at the Meeting location
determined by the Company, including the following:
1) To facilitate the arrangement and order of the Meeting, shareholders or their authorized
proxies are kindly requested to be present at the Meeting venue no later than 30 (thirty)
minutes before the Meeting commences.
2) The company does not provide food, drinks, or souvenirs.
3) During the Meeting, any changes and/or additional information regarding the Meeting
procedures will be announced on the Company's website ( https://www.masterprint.co.id ).
4) In the event of an emergency whereby the Company is unable to hold the Meeting
physically, the Company will conduct the Meeting electronically without the physical
presence of Shareholders, after providing prior notice to the Shareholders of the Company.
Jakarta, February 9,
2026
PT Master Print Tbk
Board of Directors
Names mentioned 8 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Deep Source Pte. Ltd.
p.1 ×3
unresolved
org
Financial Services Authority
p.2 ×6
unresolved
org
Minister of Law
p.2
unresolved
org
PT Samudera Layar Nusantara
p.3
unresolved
org
PT Adimitra Jasa Korpora
p.5
unresolved
org
government of the Republic of Indonesia
p.5
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