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20260205_PTMP_Rencana Transaksi Material Dengan Persetujuan RUPS_32025121_lamp2.pdf
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CHANGES AND/OR IMPROVEMENTS TO
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 MR ARDI KUSUMA AND THE PURCHASE OF ASSETS AND LIABILITIES OF PT MASTER
PRINT TBK (“THE PLANNERD TRANSACTION”). THIS INFORMATION TO SHAREHOLDERS IS VERY IMPORTANT
AND SHOULD BE NOTED BY THE COMPANY'S SHAREHOLDERS.
PT MITRA PACK TBK
("Company")
Main Business Activities:
Engaged in trading as
official distributor and rental of goods
packaging industry including spare parts
Based in Jakarta, Indonesia
Head Office:
Jl. Pangeran Jayakarta No. 135 Block B20
Phone: 021 – 624-0170
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) SELLING AND TRANSFERRING ALL OF THE COMPANY'S SHARE OWNERSHIP IN PT MASTERPRINT TBK TO
DEEP SOURCE PTE. LTD . ;
(ii) PURCHASE OF FIXED ASSETS OWNED BY ARDI KUSUMA; AND
(iii) PURCHASE OF 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, BOTH INDIVIDUALLY AND
JOINTLY, ARE RESPONSIBLE FOR THE COMPLETENESS AND ACCURACY OF ALL INFORMATION OR MATERIAL
FACTS CONTAINED IN THIS INFORMATION DISCLOSURE AND CONFIRM THAT THE INFORMATION PRESENTED IS
CORRECT AND THERE ARE NO MATERIAL FACTS NOT PRESENTED THAT MAY CAUSE THIS INFORMATION TO BE
MISLEADING .
This Information Disclosure was published in Jakarta on January 23, 2026 .
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I. INTRODUCTION
The information as stated in this Information Disclosure is made 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 at PT Master Print Tbk (“PTMR”) to Deep Source Pte
. Ltd. ( “ DS ”) with a total nominal value of Rp14.135.616.000 (one hundred and forty one billion
three one hundred and five twenty six million one hundred and sixty thousand rupiah) or
1.457.280.000 shares representing 76,42 % (seventy six point four two percent) of all issued and
paid-up capital of PTMR (“PTMR Acquisition Transaction”) ;
2. Purchase of Fixed Assets belonging to Ardi Kusuma worth Rp37.430.100.000 (thirty-seven billion
four hundred thirty million one hundred thousand rupiah) (“ Fixed Asset Purchase Transaction ”)
3. Purchase of Assets and Liabilities for PTMR worth Rp102.184.994.617 (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 as described in points 1 , 2, and 3 above are then collectively considered and referred
to as The Planned Transaction.
the PTMR Acquisition Transaction as referred to in point 1 above is set out in the Share Sale and Purchase
Agreement in PT Master Print Tbk (Agreement for the sale and pruchase of shares) dated November 11,
2025 made between the Company and Mr. Ardi Kusuma as the seller and DS as the buyer, as amended by
the Addendum to the Share Sale and Purchase Agreement in PT Master Print Tbk dated January 22, 2026
(“Share Sale and Purchase Agreement”) .
Furthermore, the Implementation of the Fixed Asset Purchase Transaction as referred to in point 2 above
is set out in the Master Agreement dated on January 23, 2026 (“ Fixed Asset Purchase Agreement ”).
Meanwhile , the implementation of the PTMR Asset and Liability Purchase Transaction as referred to in
point 3 above is set out in the Master Agreement dated on January 23, 2026. (“Asset and Liability
Purchase Agreement”) .
The Board of Directors and Board of Commissioners of the Company, both individually and jointly, declare
that the PTMR Acquisition Transaction constitutes a material transaction as referred to in Financial
Services Authority Regulation Number 17 / POJK . 04/2020 concerning Material Transactions and Changes
in Business Activities (“POJK 17/2020”) Meanwhile, Fixed Asset Purchase Transactions and Asset and
Liability Purchase Transactions are material transactions as referred to in POJK 17/2020 and affiliated
transactions as referred to in Financial Services Authority Regulation Number 42 / POJK . 04/2020
concerning Affiliated Transactions and Conflict of Interest Transactions (“POJK 42/2020” ) , all of which
does not contain a conflict of interest as referred to in POJK 42/2020 .
In connection with the PTMR Acquisition Transaction, the Company has announced Information Disclosure
dated June 24, 2025 Number: 3 2 /DIR-SP/VI/2025 regarding Submission of Announcement of
Negotiations in Relation to the Planned Takeover of PT Master Print Tbk addressed to the Financial
Services Authority (“ OJK ”) . Furthermore, the Company has re- announced the Information Disclosure
dated November 12, 2025 Number: 59/DIR-SP/XI/2025Rev regarding the Report of Information or
Material Facts related to the Development of Negotiations in Relation to the Planned Takeover of PT
Master Print Tbk (Subsidiary of the Company) addressed to the OJK and BEI 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
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concerning Disclosure of Information or Material Facts by Issuers or Public Companies (“ POJK 31/2015”).
In connection with the Transaction Plan, the Company will comply with all provisions contained in POJK
9/2018, POJK 17/2020 and POJK 42/2020 , as well as other applicable laws and regulations .
II. DESCRIPTION OF THE PLANNED TRANSACTION
1. PTMR Acquisition Transaction
A. Transaction Object
The transaction object is 1.457.280.000 (one billion four hundred fifty seven million two hundred
and eighty thousand ) shares or 76,42 % (seventy six point four two percent) of all capital placed
and fully paid in PTMR .
The following is information regarding PTMR:
1) A Brief History of PTMR
PTMR was established in Jakarta based on Deed No. 44 dated May 26, 2006, drawn up before
H. Warman, SH, Notary in Jakarta. The deed of establishment has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia with Decree No. C-22993
HT.01.TH.2006 dated August 7, 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, SH, M.Kn., dated October 8, 2024, concerning the increase in
authorized capital, issued and paid-up capital. The amendment deed has been approved by
the Minister of Law and Human Rights of the Republic of Indonesia in Decree No. AHU-
AH.01.03-0199591 dated October 8, 2024 ("Deed 21/2024")
2) PTMR Address
The Company's domicile and head office are located in Jakarta, with the address at Jl.
Pangeran Jayakarta 135 Block C 12-15 , Mangga Dua Selatan Village, Sawah Besar District,
Central Jakarta.
3) PTMR Business Activities
In accordance with Article 3 of the Company's Articles of Association, PTMR is engaged in the
wholesale trade of machinery, equipment and other supplies, wholesale trade of other
products that cannot be classified in other places , rental and leasing activities without the
right of option of machinery, equipment and other tangible goods that cannot be classified
in elsewhere , wholesale trade of electronic spare parts and large quantities of chemical
materials and goods.
4) Capital Structure and Shareholder Composition of PTMR
Based on the Deed of Statement of Decision of Shareholders of PT Master Print Tbk No. 21
dated October 8, 2024 , made before Putra Hutomo, SH, M.Kn., Notary in Jakarta, which has
been approved by the Minister of Law and Human Rights of the Republic of Indonesia based
on Decree No. AHU-AH.01.03-0199591 dated October 8, 2024 , the capital structure and
composition of PTMR shareholders are as follows:
Nominal Value of Rp25,00.- per share
Information
Number of Shares Amount (Rp) (%)
Authorized capital 5.888.000.000 147.200.000.000
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Shareholders:
- PT Mitra Pack Tbk 76,42%
1.457.280.000 36.432.000.000
- Ardi Kusuma 0,77%
14.720.000 368.000.000
- Public 22,81%
435.000.000 10.875.000.000
Amount of Issued and Fully
Paid-Up Capital 100,00%
1.907.000.000 47.675.000.000
Shares in Portfolio
3.981.000.000 99.525.000.000
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 the latest Deed of Amendment is as
follows:
Board of Commissioners
President Commissioner : Jessica Kusuma
Commissioner : Ilham Djaja
Independent Commissioner : Heriyadi
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
Director : Tungga Wijaya
6) Financial Information
The table below illustrates the summary of PTMR's consolidated financial data : (i) as of
December 31 for the period ended in 2024 audited by KAP Kanaka Puradiredja, Suhartono,
Independent Public Accountant, based on Auditing Standards established by the Indonesian
Institute of Public Accountants (IAPI) with an unqualified opinion dated March 25, 2025,
signed by Helli IB Susetyo, CPA; (ii) as of September 30 for the period ended in 2025 audited
by KAP Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on Auditing
Standards established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion dated December 29, 2025, signed by Helli IB Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 143.775.377.160 159.592.481.737
Total Liabilities 55.598.228.470 60.397.809.377
Total Equity 88.177.148.690 99.194.672.360
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Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Income 97.308.765.210 93.819.505.302
Gross Profit 25.594.536.047 28 .456.755 .037
Net Profit (Loss) for the
6.766.259.815
Current Period (10.503.915.995)
B. Parties Involved in the Transaction
Buyer : Deep Source Pte. Ltd .
Seller : Company
The following is information regarding the Buyer:
1) 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 establishment, Deep Source Pte. Ltd. was
named Bright Point Trading Pte. Ltd. and then on June 4, 2025, it changed its name to Deep
Source Pte. Ltd.
2) Company 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
The domicile and head office of Deep Source Pte. Ltd. is 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:
Nominal Value USD 1 per share
Information
Number of Shares Amount (USD) (%)
Authorized capital 80.000.000 80.000.000
Shareholders:
- Deep Source Holdings
100,00%
Limited* 80.000.000 80.000.000
Amount of Issued and
Fully Paid-Up Capital 100,00%
80.000.000 80.000.000
Shares in Portfolio
- -
*) Deep Source Holdings Limited was previously known as Theme International Holdings
Limited (the name change was announced on August 5, 2025).
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5) Board of Directors and Board of Commissioners
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
There isn't any
Board of Directors
Director : Jiang Jiang
Director : Wu Lei
The following is information about the Seller:
1) Brief History of the Company
PT Mitra Pack Tbk (“Company”) was established on May 25, 2000, based on Deed No. 257 of
Drajat Darmadji, SH, M. Hum, Notary in Jakarta. The deed of establishment was approved by
the Minister of Law and Human Rights of the Republic of Indonesia with Decree No.
C24427.HT.01.01.Th.2000. dated November 21, 2000.
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 SH, M.Kn., Notary in West Jakarta,
regarding changes in the composition of shareholders, as well as increases in authorized
capital, issued and paid-up capital. This Deed of Amendment has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia by Decree No. AHU-AH.01.03-
0290444 dated September 12, 2022.
2) Company Address
The Company's domicile is at Jalan Pangeran Jayakarta, 135 Prima Jayakarta Complex Block
B 20 South Mangga Dua, Sawah Besar, South Mangga Dua Subdistrict, Sawah Besar District ,
Central Jakarta, DKI Jakarta Province.
3) Company's Business Activities
The Company's business activities are in the field of trading office and industrial machines,
spare parts and equipment as well as rental and leasing activities without options for
industrial machines and equipment.
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 SH, M.Kn., Notary in West Jakarta, which has
been approved by the Minister of Law and Human Rights of the Republic of Indonesia based
on Decree No. AHU -AH.01.03-0290444 dated September 12, 2022. The capital structure and
composition of the Company's shareholders are as follows:
Nominal Value of Rp25,00.- per share
Information
Number of Shares Amount (Rp) (%)
Authorized capital 9.476.800.000 236.920.000.000
Shareholders:
- PT Kencana Usaha
72,51%
Sentosa 2.298.124.000 57.453.100.000
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- Jessica Kusuma 0,75%
23.692.000 592.300.000
- Cindy Kusuma 0,75%
23.692.000 592.300.000
- Edward Kusuma 0,75%
23.692.000 592.300.000
- Public 25,24%
800.000.000 20.000.000.000
Issued and Fully Paid-Up
Capital 100,00%
3.169.200.000 79.230.000.000
Shares in Portfolio
6.307.600.000 157.690.000.000
5) Board of Directors and Board of Commissioners
The Company's Board of Directors and Board of Commissioners at the time this information
disclosure was published based on the latest Deed of Amendment is as follows:
Board of Commissioners
Main Commissioner : Jessica Kusuma
Commissioner : Tungga Wijaya
Independent Commissioner : Drs. Gilbert Rely, SH, SE
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
6) Financial Information
The table below illustrates the Company's consolidated financial data highlights: (i) as of
December 31 for the period ended in 2024 audited by KAP Kanaka Puradiredja, Suhartono,
Independent Public Accountant, based on Auditing Standards established by the Indonesian
Institute of Public Accountants (IAPI) with an unqualified opinion dated March 25, 2025,
signed by Helli IB Susetyo, CPA; (ii) as of September 30 for the period ended in 2025 audited
by KAP Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on Auditing
Standards established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion dated December 29, 2025, signed by Helli IB Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 290.158.790.171 334.864.065.589
Total Liabilities 100.042.858.428 102.586.997.777
Total Equity 190115.931.743 232.277.067.812
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Income 147.594.701.531 136.574.090.252
Gross Profit 46.281.717.463 48.205.687.893
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Net Profit (Loss) for the
Current Period (41.904.588.054) 8.311.158.115
C. Affiliate Relationship
There is no affiliated relationship between the Company and Deep Source Pte. Ltd.
D. Transaction Value
Transaction value for sales 76,42 % (seven twenty six point four two percent) of PTMR shares in
accordance with the The Share Sale and Purchase Agreement is Rp141.356.160.000 (one hundred
and forty-one billion three hundred and fifty-six million one hundred and sixty thousand rupiah)
in accordance with the PTMR share valuation report No. 00002/2.0113-03/BS/05/0340/1/I/2026
made by KJPP Syarif, Endang and Rekan .
Brief information regarding the Share Sale and Purchase Agreement
1) Party
• Deep Source Pte. Ltd. ( Buyer)
• The Company and Ardi Kusuma (Seller)
2) Share Purchase Agreement
Share purchase agreement signed on November 11, 2025 and then amended on January 2
, 2026.
3) Prerequisite
The implementation of the Settlement is subject to the fulfillment of all provisions in below,
among other things (“Prerequisites”):
Any approvals , announcements, reports and notifications that need to be obtained or
made by PT Master Print Tbk , the Company and AK, as well as the fulfillment of obligations
based on laws and regulations and/or agreements with third parties in connection with the
implementation of the PTMR Acquisition Transaction . These prerequisites include the
approval of the General Meeting of Shareholders of PT Master Print Tbk and the Company
in connection with the PTMR Acquisition Transaction and the approval of the General
Meeting of Independent Shareholders . PT Master Print Tbk and the Company in connection
with the Asset and Liability Purchase Transaction .
4) Applicable Law and Dispute Resolution
The applicable law is the law of the Republic of Indonesia .
Dispute resolution of the Indonesian National Arbitration Board.
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.
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B. Transaction Object
The object of the transaction is tangible assets ("Fixed Assets") belonging to Mr. Ardi Kusuma
worth Rp37.430.100.000 (Thirty Seven Billion Four Hundred Thirty Million One Hundred
Thousand Rupiah).
C. Parties conducting the transaction
Buyer : Company
Seller : Mr. Ardi Kusuma
The following is information regarding the Buyer:
The information regarding the Buyer is as set forth in Chapter III point 1 letter B of this Information
Disclosure.
The following is information regarding the Seller:
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, Gunung Sub-district, Kebayoran Baru District, South
Jakarta Administrative City, Special Capital Region of Jakarta, and currently serves as the
President Director of the Company as well as the President Director of PTMR.
D. Affiliate Relationship
1) Name of the party conducting the transaction and its relationship with the Company
The Company and Mr. Ardi Kusuma.
2) Nature of the affiliated relationship of the party conducting the transaction with the Company
There is an affiliated relationship between the Company and Mr. Ardi Kusuma, where 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 Rp37.430.100.000 (Thirty Seven Billion
Four Hundred Thirty Million One Hundred Thousand Rupiah) as stated in the Master Agreement
dated on January 23, 2026 .
Brief description of Fixed Asset Purchase Transactions
1) Party
Buyer : Company
Seller : Mr. Ardi Kusuma
2) Sale and Purchase Agreement
Master Agreement Dated on January 23, 2026
3) Prerequisite
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) Applicable Law and Dispute Resolution
Applicable law : the laws of the Republic of Indonesia
Dispute Resolution: South Jakarta District Court
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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 object of the transaction is PTMR's total net assets are worth Rp102.184.994.167 (one
hundred and two billion one hundred and eighty-four million nine hundred and ninety-four
thousand one hundred and sixty-seven rupiah), which also includes PTMR's shares in PT Global
Putra Kusuma (GPK) .
1) A Brief History of GPK
PT Global Putra Kusuma (“GPK”) was established based on Notarial Deed of Novianti, SH,
MM, No. 3 dated September 1, 2014. The deed of establishment has been approved by the
Ministry of Law and Human Rights of the Republic of Indonesia in Decree No. AHU-
0091621.40.80.2014 dated September 10, 2014 (“Deed of Establishment”).
The Company’s Articles of Association have undergone several amendments. The most recent
amendment was set forth in Deed No. 44 dated August 13, 2025, drawn up by Stephanie
Wilamarta, S.H., concerning the reappointment of the members of the Board of Directors and
the Board of Commissioners. Such amendment has been approved by the Minister of Law
and Human Rights of the Republic of Indonesia pursuant to Decree No. AHU-
0194056.AH.01.11. Year 2025 dated August 21, 2025 (“Deed 44/2025”).
2) Company's address
PT Global Putra Kusuma is domiciled at Prima Jayakarta Complex 135 Block B 20, Jl. Pangeran
Jayakarta, South Mangga Dua, Sawah Besar, Central Jakarta.
3) GPK Business Activities
PT Global Putra Kusuma is engaged in the wholesale trade of machinery, equipment and other
supplies.
4) Structure and Composition of GPK Shareholders
Based on the Deed of Statement of Decision of Shareholders of PT Global Putra Kusuma No.
207 dated November 25, 2024, Christina Dwi Utami SH, M.Kn., Notary in West Jakarta, which
has been approved by the Minister of Law and Human Rights of the Republic of Indonesia
based on Decree No. AHU-AH.01.09 0280501. Year 2024 dated November 26, 2024. The
capital structure and composition of the Company's shareholders are as follows:
Nominal Value of Rp100,000.00 per share
Information Number of
Amount (Rp) (%)
Shares
Authorized capital 1.000.000 100.000.000.000
Shareholders:
- PT Master Print Tbk 99,00%
247.500 24.750.000.000
- PT Kencana Usaha Sentosa 1,00%
2.500 250.000.000
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Amount of Issued and Fully
Paid-Up Capital
100,00%
250.000 25.000.000.000
Shares in Portfolio
750.000 75.000.000.000
5) Board of Directors and Board of Commissioners
The composition of the Board of Directors and Board of Commissioners of GPK at the time
this information disclosure was published based on the latest Deed of Amendment is as
follows:
Board of Commissioners
Main Commissioner : Ardi Kusuma
Commissioner : Jessica Kusuma
Independent Commissioner : Ilham Djaja
Board of Directors
President Director : Tungga Wijaya
Director : Edward Kusuma
Director : Cindy Kusuma
6) GPK Financial Information
The table below illustrates the summary of important financial data of PT Global Putra
Kusuma: (i) on December 31 for the period ended in 2024 audited by KAP Kanaka Puradiredja,
Suhartono, Independent Public Accountant, based on Auditing Standards established by the
Indonesian Institute of Public Accountants (IAPI) with an unqualified opinion dated March 25,
2025, signed by Helli IB Susetyo, CPA; (ii) on September 30 for the period ended in 2025
audited by KAP Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on
Auditing Standards established by the Indonesian Institute of Public Accountants (IAPI) with
an unqualified opinion dated December 29, 2025, signed by Helli IB Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 41.974.664.740 48.422.394.828
Total Liabilities 24.398.856.042 22.449.527.883
Total Equity 17.575.808.698 25.972.866.945
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Income 18.606.059.057 15.891.435.742
Gross Profit 5.952.206.305 6.769.103.061
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Net Profit (Loss) for the Current 3.632.753.696
(8.108.088.232)
Period
C. Parties Involved in the Transaction
Buyer : Company
Seller : PTMR
The following is information regarding the Buyer:
The information regarding the Buyer is as set forth in Chapter III point 1 letter B of this Information
Disclosure.
The following is information regarding the Seller:
The information regarding the Seller is as set forth in Chapter III point 1 letter A of this Information
Disclosure.
D. Affiliate Relationship
1) Name of the party conducting the transaction and its relationship with the Company
The Company and PT Master Print Tbk
2) Nature of the affiliated relationship of the party conducting the transaction with the Company
There is an affiliated relationship between the Company and PT Master Print Tbk, whereby PT
Master Print Tbk is a company controlled by the Company.
There is an affiliation relationship between the Company and PT Master Print Tbk,
The selection of the affiliated party was made based on considerations of time efficiency, cost
efficiency, and certainty of execution, given that the Company has a thorough understanding of
the risk profile and operational aspects of the assets being transacted. The Company affirms that
the entire series of transactions has been carried out by upholding the principle of fairness (arm’s
length principle) and with reference to the report of the Independent Appraiser (KJPP), in order
to ensure the protection of public shareholders’ interests and the sustainability of the Company’s
financial condition in the future.
E. Transaction Value
The transaction value for the purchase of assets and liabilities is Rp102.184.994.167 (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 on January 23, 2026 .
Brief information regarding Asset and Liability Purchase Transactions
1) Party
Buyer : Company
Seller : PTMR
2) Sale and Purchase Agreement
Master Agreement Dated on January 23, 2026
3) Prerequisite
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.
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4) Applicable Law and Dispute Resolution
Applicable law: the laws of the Republic of Indonesia
Dispute Resolution: District CourtJakarta Selatan
4. Transaction Planned Conclusion
A. PTMR Acquisition Transaction
In connection with the PTMR Acquisition 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 Acquisition Transaction is a material transaction whose value exceeds 50%
(fifty percent) of the Company's equity. This is presented in the following analysis table:
Description PTMP (Rp) Transaction Value (Rp) Percentage Threshold Analysis Result
Constitutes a material transaction requiring
Equity 190.115.931.743 142.784.000.000 75,10% >20%
GMS approval
Total Assets 290.158.790.171 - 49,55% >50% Constitutes a material transaction
Constitutes a material transaction requiring
Revenue 147.594.701.531 - 65,93% >50%
GMS approval
Net Profit (Loss) (41.904.588.054) - 25,07% >50% Constitutes a material transaction
Source: Audited Financial Statements as of September 30, 2025.
Furthermore, the PTMR Acquisition Transaction does not constitute a material transaction that
may disrupt the continuity of business operations, as referred to in Article 3 paragraph (1) in
conjunction with Article 6 paragraph (1) letter d item 1 in conjunction with Article 14 letter c of
OJK Regulation No. 17/POJK.04/2020. This is as presented in the following analysis:
A. Revenue Analysis Value (in Rupiah) B. Net Profit (Loss) Analysis Value (in Rupiah)
Revenue of PTMP prior to the divestment of Net profit (loss) of PTMP prior to the
147.594.701.531 (41.904.588.054)
PTMR shares Backdoor Transaction
Revenue of PTMR (100%) 97.308.765.210 Net profit (loss) of PTMR (100%) (10.503.915.995)
Revenue of PTMP after the divestment of Net profit (loss) after the divestment of
74.363.358.373 (8.027.092.603)
76,42% of PTMR shares 76.42% of PTMR
Difference in increase (decrease) in net
Difference in increase (decrease) in revenue profit (loss) after the divestment of PTMR
73.231.343.158 (33.877.495.451)
after the divestment of PTMR compared to compared to prior to the Backdoor
prior to the Backdoor Transaction Transaction
Percentage difference in revenue -49,6% Percentage difference in net profit (loss) 80,8%
Based on the results of the above analysis, the Company’s pro forma revenue after the
divestment does not experience a decrease of 80% or more, and this transaction does not result
in the Company recording a net loss. Furthermore, the proposed PTMR Acquisition Transaction
does not constitute an affiliated transaction, as Deep Source Pte. Ltd. is not an affiliate of the
Company.
In the implementation of this transaction, the Company shall comply with and fulfill all provisions
and procedures applicable to material transactions as stipulated in OJK Regulation No.
17/POJK.04/2020.
Furthermore, the PTMR Acquisition Transaction plan is not an affiliated transaction because Deep
Source Pte. Ltd. is not an affiliate of the Company.In carrying out this transaction, the Company
will comply with and fulfill all provisions of material transaction procedures as regulated in POJK
17/2020.
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B. Fixed Asset Purchase Transactions
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 Report as of September 30, 2025, which has been audited by
the Public Accounting Firm Kanaka Puradiredja, Suhartono and referring to the Asset Valuation
Report of PT Master Print Tbk and the Share Valuation Report of PT Global Putra Kusuma issued
by the Public Valuation Services Firm Syarif, Endang and Rekan as of January 7, 2026, the value of
the Asset and Liability Purchase Transaction will potentially exceed 50% (fifty percent) of the
Company's equity, this can be seen from the following table:
Transaction Value of
Description PTMP (Rp) Sale of Assets and Percentage Threshold Analysis Result
Liabilities
Constitutes a material transaction requiring
Equity 190.115.931.743 102.184.994.617 53,75% >20%
GMS approval
Furthermore, the Asset and Liability Purchase Transaction is in accordance with the provisions in
Article 3 paragraph (1) jo. Article 6 paragraph (1) letter d number 1 jo. Article 14 letter a POJK
17/2020 Concerning Material Transactions and Changes in Business Activities, the Asset and
Liability Purchase Transaction is a material transaction whose value exceeds 50% (fifty percent)
of the Company's equity, and is 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
Independent shareholders regarding the plan to implement the Asset and Liability Purchase
Transaction and fulfill all provisions of the material transaction and affiliated transaction
procedures as regulated in POJK 17/2020 and POJK 42/2020 .
III. EXPLANATION, CONSIDERATIONS, AND RATIONALE FOR IMPLEMENTING THE PLANNED
TRANSACTION AND IMPACT OF THE PLANNED TRANSACTION ON THE COMPANY’S FINANCIAL
CONDITION
1. PTMR Acquisition Transaction
A. Explanation, Considerations, and Rationale for the Planned Transaction
The acquisition transaction of PTMR is carried out as part of the Company’s efforts to optimally
manage its investment portfolio and to strengthen the Company’s capital structure. This
transaction is conducted based on reasonable commercial considerations and on an arm’s length
basis, and is believed to provide economic benefits to the Company, including, among others,
improved liquidity, more efficient asset management, and a stronger financial position of the
Company. Accordingly, the implementation of the PTMR Acquisition Transaction is expected to
contribute to the sustainable enhancement of the Company’s value.
B. Impact of the Transaction on the Company’s Financial Condition
Based on the Fairness Opinion prepared by the independent appraiser, as presented in the
summary of the independent party’s opinion, the PTMR Acquisition Transaction is expected to
have a positive impact on the Company’s financial performance, particularly in the form of an
improvement in operating revenue in the future.
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The implementation of the PTMR Acquisition Transaction is also expected to strengthen the
Company’s financial condition through improved liquidity and more efficient asset management.
2. Fixed Asset Purchase Transactions
A. Explanation, Considerations, and Rationale for the Planned Transaction
The Fixed Asset Acquisition Transaction is carried out to support the effectiveness of the
Company’s operational activities and to 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. This transaction is conducted in accordance with the Company’s internal procedures and
applicable laws and regulations, with due consideration given to the results of the fairness
assessment prepared by an independent party.
B. Impact of the Transaction on the Company’s Financial Condition
Based on the proforma financial information reviewed by Helli I.B. Susetyo, CPA, Independent
Auditor, of Kanaka Puradiredja and Suhartono Public Accounting Firm, as presented in the chapter
on the impact of the proposed transaction on the Company’s financial condition (pro forma), the
fixed asset acquisition transaction is expected to contribute positively to the Company’s financial
performance through the strengthening of the asset structure, improved efficiency in the
utilization of fixed assets, and support for the Company’s core operations.
C. Explanation, Considerations, and Rationale for Carrying out Affiliated Transaction, Compared
to Similar Transactions Conducted with Non-Affiliated Parties
The selection of an affiliated party was made based on considerations of time and cost efficiency,
as well as certainty of execution, given that the Company has an in-depth understanding of the
risk profile and operational aspects of the assets being transacted. The Company affirms that the
entire transaction was conducted in accordance with arm’s length principles and with reference
to the report of an Independent Appraiser (KJPP), to ensure the protection of public shareholders’
interests and the sustainability of the Company’s financial condition in the future.
3. Asset and Liability Purchase Transactions
A. Explanation, Considerations, and Rationale for the Planned Transaction
Based on the Fairness Opinion prepared by the Independent Appraiser, as presented in the
Summary of the Independent Party’s Opinion, the acquisition of assets and liabilities of PTMR is
carried out as part of the Company’s strategic internal restructuring and in connection with the
PTMR Acquisition Transaction. This transaction is intended to consolidate the management of the
business, assets, and liabilities previously held by PTMR so that they can be directly managed by
the Company.
Through the implementation of this transaction, the Company is expected to enhance the
effectiveness and efficiency of its business activities, strengthen operational control, and achieve
a more integrated and optimal business and financial structure.
B. Impact of the Transaction on the Company’s Financial Condition
Based on the pro forma financial information reviewed by Helli I.B. Susetyo, CPA, Independent
Auditor, of Kanaka Puradiredja and Suhartono Public Accounting Firm, as presented in the chapter
on the impact of the proposed transaction on the Company’s financial condition (pro forma), the
assets acquired and the liabilities assumed are directly related to the Company’s business
activities and have been duly taken into account and fairly assessed.
The Company’s management is of the opinion that the impact of this transaction on the
Company’s financial condition has been adequately analyzed, including its implications for the
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asset and liability structure and the Company’s ability to meet its financial obligations. Taking into
consideration the value of the assets acquired and the profile of the liabilities assumed, this
transaction does not give rise to any material adverse impact on the Company’s financial
condition and liquidity. Following the completion of the transaction, the Company’s financial
condition is expected to remain sound and to continue to support the continuity of the Company’s
business operations.
C. Explanation, Considerations, and Rationale for Carrying out Affiliated Transaction, Compared
to Similar Transactions Conducted with Non-Affiliated Parties
The selection of an affiliated party was made based on considerations of time and cost efficiency,
as well as certainty of execution, given that the Company has an in-depth understanding of the
risk profile and operational aspects of the assets being transacted. The Company affirms that the
entire transaction was conducted in accordance with arm’s length principles and with reference
to the report of an Independent Appraiser (KJPP), to ensure the protection of public shareholders’
interests and the sustainability of the Company’s financial condition in the future.
ALL SHAREHOLDERS ARE ADVISED TO CONSULT WITH THEIR RESPECTIVE TAX ADVISORS TO DETERMINE
THE TAX CONSEQUENCES THAT MAY ARISE IN CONNECTION WITH THE SALE OF THEIR SHARES IN THE
COMPANY.
IV. STRUCTURE BEFORE AND AFTER TRANSACTION
A. Pre-Transaction Structure
1. PTMR Acquisition Transaction
a) Ownership Structure of Deep Source Pte Ltd.
Deep Source
Holdings Limited
100%
Deep Source
Pte. Ltd.
b) Company Ownership Structure
PT Kencana Jessica Cindy Kusuma Edward Public
Usaha Sentosa Kusuma Kusuma
72,51% 0,75% 0,75% 0,75% 25,24%
Company
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c) PTMR Ownership Structure
Ardi Kusuma PT Mitra Pack Public
Tbk
0,77% 76,42% 22,81%
PTMR
2. Fixed Asset Purchase Transactions
a) Company Ownership Structure
PT Kencana Jessica Cindy Kusuma Edward Public
Usaha Sentosa Kusuma Kusuma
72,51% 0,75% 0,75% 0,75% 25,24%
Company
b) Ownership Structure of Mr. Ardi Kusuma
Ardi Kusuma
Fix Asset
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3. Asset and Liability Purchase Transactions
a) Company Ownership Structure
PT Kencana Jessica Cindy Kusuma Edward Public
Usaha Sentosa Kusuma Kusuma
72,51% 0,75% 0,75% 0,75% 25,24%
Company
b) PTMR Ownership Structure
Ardi Kusuma PT Mitra Pack Public
Tbk
0,77% 76,42% 22,81%
PTMR
99,00%
GPK Assets and
Liabilities
c) GPK Ownership Structure
PT Kencana PTMR
Usaha Sentosa
99,00% 1,00%
GPK
B. Post-Transaction Structure
1. PTMR Acquisition Transaction
Deep Source Public
Pte Ltd
77,19% 22,81%
PTMR
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2. Fixed Asset Purchase Transactions
Founding Public
Shareholder
74,76% 25,24%
Company
Fix Assets
3. Asset and Liability Purchase Transactions
Founding Public
Shareholder
74,76% 25,24%
Perseroan
99,00%
GPK
Assets and
Liabilities
V. SUMMARY OF THE INDEPENDENT APPRAISAL REPORT
The Company has appointed KJPP Syarif, Endang and Rekan as independent appraisers to conduct the
valuation of the Company's shares and Mr. Ardi Kusuma in PTMR, the valuation of PT Global Putra
Kusuma's shares in PTMR as well as the valuation of PTMR's assets. The Company also appointed KJPP
Ihot, Dollar and Raymond as independent appraisers to conduct the valuation of Mr. Ardi Kusuma's assets.
The two independent appraisers appointed by the Company stated that they have no affiliated
relationship either directly or indirectly with the Company based on the Capital Market Law.
A. PTMR Acquisition Transaction
The following is a summary of the stock valuation report on PTMR as stated in report No.
00002/2.0113-03/BS/05/0340/1/I/2026 dated January, 7 2026:
1. Identity of the Party
The parties -involved in this transaction plan are Ardi Kusuma, the Company and PTMR.
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2. Assessment Object
The object of the assessment is 77,19 % of PTMR shares consisting of 76,42% of the Company's
shares and 0,77% of Ardi Kusuma's shares.
3. Assessment Objectives
PTMR shares is to provide an opinion on the fair market value as of September 30, 2025 of 77,19
% of PTMR shares , expressed in Rupiah, which will then be used by the Company in calculating the
PTMR Acquisition Transaction.
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the Appraiser uses
in connection with the value conclusion, including:
- The Assessment Report that we produce is a non-disclaimer opinion ;
- We have reviewed the documents used in the Assessment process;
- The data and information obtained comes from external and internal sources which we
believe to be reliable in terms of accuracy;
- We use adjusted financial projections that reflect the reasonableness of the financial
projections made by management in accordance with its ability to achieve them (Fiduciary
duty);
- We are responsible for the implementation of the Assessment and the fairness of the
adjusted financial projections;
- We produce Valuation Reports that are open to the public, unless there is confidential
information that could affect the company's operations;
- We are responsible for the Valuation Report and the Value conclusion;
- We have obtained information on the legal status of the Assessment object from the
assignor; and
- We have reasonable assurance that the assumptions used in preparing the business plan are
relevant and accountable.
We further explain that in this assessment we do not apply any special assumptions.
5. Assessment approaches and methods
The approach used by the appraiser in determining the Market Value of 77.19% of the Company's
shares is the Income Approach with the Discounted Cash Flow (DCF) method, and the Market
Approach with the Guideline Publicly Traded Company Method (GPTC).
6. Conclusion of value
This assessment was conducted with reference to the Indonesian Appraisal Code of Ethics, the
Indonesian Appraisal Standards of the Indonesian Society of Appraisers (MAPPI), and OJK
Regulation No. 35/POJK.04/2020. The Appraiser uses common approaches and methods in
conducting studies and analyses of various relevant data and information, with a condition
limitation that fundamentally the assumptions underlying the assessment study and analysis are
met. Through various considerations of objectivity and fairness of a value, the Appraiser is of the
opinion that the Market Value of 77,19 % of PTMR shares on September 30, 2025 is:
Rp142.784.000.000,-
(One Hundred Forty Two Billion Seven Hundred Eighty at Rupiah)
The value that the Appraiser produces is the result of calculations from the Income Approach with
the Discounted Cash Flow (DCF) method, and the Market Approach with the Guideline Publicly
Traded Company Method (GPTC).
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This method takes into account all related components that influence the value, so that according
to the Appraiser the resulting value is the value that is closest to the fairness of the share price on
the market.
B. Fixed Asset Purchase Transactions
The following is a summary of the assessment report on the tangible assets belonging to Mr. Ardi
Kusuma which is stated in report No. 00001/2.0110-00/PI/10/0092/1/I/2026 Dated January 13, 2026:
1. Identity of the Party
The parties involved in this planned transaction are Ardi Kusuma and the Company.
2. Assessment Object
The objects of assessment in this transaction plan are as follows:
Assessment
No. Ownership Location
Object
1 Home Office SHGB No. 3410 in the Duta Garden Housing Complex Block D 01/42 RT.
name of Ardi Kusuma 024 RW. 08, Jurumudi Baru Subdistrict, Benda
District, Tangerang City, Banten.
2 Home Office SHGB No. 3656 in the Duta Garden Housing Complex Block D 01/43 RT.
name of Ardi Kusuma 024 RW. 08, Jurumudi Baru Subdistrict, Benda
District, Tangerang City, Banten.
3 Office Building SHM No. 761 and SHM Jl. DR. Sitanala RT. 001 RW. 002, Ex. Karang Sari,
No. 762 an Ardi Kusuma District. Neglasari, Tangerang City, Banten.
4 Building SHM No. 1861 and HGB Jl. Nusa Indah A9 RT. 003 RW. 004 Jurumudi
No. 340 in the name of Village, Benda District, Tangerang City, Banten
Ardi Kusuma
3. Assessment Objectives
The purpose of the assessment of Ardi Kusuma's tangible assets is to provide an opinion on the fair
market value of the assets in question , stated in Rupiah, which will then be used by the Company
in the Fixed Asset Purchase Transaction .
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the Appraiser uses
in connection with the value conclusion, including:
- The data and information received by the Assessor from the Assignor regarding the object of
the assessment is assumed to be reasonable, accurate and correct.
- The object of assessment is equipped with documents regarding legal ownership rights, which
can be transferred and are free from any ties, demands or obstacles.
- The assessment is carried out with access to carry out adequate investigations.
- In this assessment, the assessor has no responsibility to third parties, as long as it does not deviate from
applicable regulations and laws.
- The valuation does not take into account costs and taxes associated with the sale and transfer
to another party.
- The Assessment Object is assumed to be free from environmental pollution.
- The land area is based on land ownership documents and information from the Assignor, and it
is assumed that the area is true, accurate, and reliable. If the area is found to be different, this
assessment is invalid and must be reassessed.
- The building area is based on physical measurements carried out manually by the Appraiser in
the field.
- Assets included in this assessment are assessed as a single group of assets.
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We further explain that in this assessment we do not apply any special assumptions.
5. Assessment Approaches and Methods
The choice of 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 Office
Houses, Office Buildings and Land and Warehouse Buildings, 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 Cost Approach Income
No Property Type Address Approach Approach
Duta Garden Housing Complex Block D 01/42 RT. 024
1 Home Office RW. 08, Jurumudi Baru Subdistrict, Benda District, V
Tangerang City, Banten.
Duta Garden Housing Complex Block D 01/43 RT. 024
2 Home Office RW. 08, Jurumudi Baru Subdistrict, Benda District, V
Tangerang City, Banten.
Jl. DR. Sitanala RT. 001 RW. 002, Ex. Karang Sari,
3 Office Building V V
District. Neglasari, Tangerang City, Banten.
Jl. Nusa Indah A9 RT. 003 RW. 004 Jurumudi Village,
4 Building V V
Benda District, Tangerang City, Banten
Market Value of a property as a conclusion of the value obtained from the results of reconciliation
or weighting against the Market Value Indication resulting from the calculation of the two valuation
approaches.
6. Conclusion Value
After conducting a review and direct inspection at the asset location, collecting internal and
external data relating to the asset, analyzing, comparing and making adjustments to it. all relevant
factors that influence the value, and by using the valuation method those mentioned above follow
normal appraisal procedures; without being separated from statements and notes in this appraisal
report , the Appraiser is of the opinion that the Market Value of the Assets Which referred to as of
September 30, 2025 is:
Rp. 37.430.100.000,-
(Thirty Seven Billion Four Hundred Thirty Million One Hundred Thousand Rupiah)
The value that the Appraiser produces is the result of calculations from the Market Approach ,
Income Approach using the Discounted Cash Flow (“DCF”) method, and Cost Approach . The Market
Value of Assets in above is the sum of the Market Value of all assets that are the Object of
Assessment.
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 fair price of an asset in the market.
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C. Asset and Liability Purchase Transactions
C.1 GPK Stock Valuation
The following is a summary of the stock valuation report for PT Global Putra Kusuma (“GPK”) as stated
in report No. 00003/2.0113-03/BS/05/0340/1/I/2026 dated January 7, 2026:
1. Identity of the Party
The parties involved in this planned transaction are the Company, PTMR and GPK.
2. Assessment Object
The object of assessment in this transaction plan is 99.00% of GPK shares.
3. Assessment Objectives
The purpose of the Valuation of GPK shares is to provide an opinion on the fair market value as of
September 30, 2025 of 99.00% of GPK shares, expressed in Rupiah, which will then be used by the
Company in calculating Asset and Liability Purchase Transactions.
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the Appraiser uses
in connection with the value conclusion, including:
- The Assessment Report that we produce is a non-disclaimer opinion ;
- We have reviewed the documents used in the Assessment process;
- The data and information obtained comes from external and internal sources which we
believe to be reliable in terms of accuracy;
- We use adjusted financial projections that reflect the reasonableness of the financial
projections made by management in accordance with its ability to achieve them (fiduciary
duty );
- We are responsible for the implementation of the Assessment and the fairness of the
adjusted financial projections;
- We produce Valuation Reports that are open to the public, unless there is confidential
information that could affect the company's operations;
- We are responsible for the Valuation Report and the Value conclusion;
- We have obtained information on the legal status of the Assessment object from the
assignor; and
- We have reasonable assurance that the assumptions used in preparing the business plan are
relevant and accountable.
We further explain that in this assessment we do not apply any special assumptions.
5. Assessment approaches and methods
The approach used by the appraiser in determining the Market Value of 99.00% of the Company's
shares is the Income Approach with the Discounted Cash Flow (DCF) method, and the Market
Approach with the Guideline Publicly Traded Method. Company Method (GPTC).
6. Conclusion of value
This valuation was conducted with reference to the Indonesian Valuation Code of Ethics, the
Indonesian Valuation Standards of the Indonesian Society of Appraisers (MAPPI), and OJK
Regulation No. 35/POJK.04/2020. The Appraiser uses common approaches and methods in
conducting studies and analyses of various relevant data and information, with the condition that
the fundamental assumptions underlying the valuation study and analysis are met. Through various
considerations of objectivity and fairness of a value, the Appraiser is of the opinion that the Market
Value of 99.00% of GPK shares on September 30, 2025 is:
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Rp29.601.000.000 , -
( Twenty Nine Billion Six Hundred and One Million Rupiah )
The value that the Appraiser produces is the result of calculations from the Income Approach with
the Discounted Cash Flow (DCF) method, and the Market Approach with the Guideline Publicly
Traded Company Method (GPTC).
This method takes into account all related components that influence the value, so that according
to the Appraiser the resulting value is the value that is closest to the fairness of the share price on
the market.
C.2 PTMR Asset Assessment
The following is a summary of the assessment report on the properties/assets owned by PTMR as
stated in report No. 00007/2.0113-01/PI/05/0518/1/I/2026 dated January 6, 2026:
1. Identity of the Party
The parties involved in this planned transaction are the Company and PTMR.
2. Assessment Object
The objects of assessment in this transaction plan are as follows:
No Assessment Object Ownership Location
1 Land and Warehouse SHGB NIB: 12.10.000036732.0 Central Industrial Park Complex, Omega Block No.
Building (2 units) and 12.10.000037143.0 with a 22-23, Kemiri Village, Sidoarjo District, Sidoarjo
Total Area of: 1,000 m 2 and a Regency, East Java Province.
Total Building Area of: 748 m 2
2 Shophouse/Shophouse SHGB No. 5325 and 5330 with a Pangeran Jayakarta Street, Prima Jayakarta
total area of 61 m 2 and building Complex Block C No. 15, South Mangga Dua
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 Serang,
Equipment 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 Serang,
Equipment Banten Province, in Jakarta, DKI Jakarta Province
and Sidoarjo, East Java Province
6 Packaging Equipment Tangerang area, Banten Province, in Serang,
Supplies Banten Province, in Jakarta, DKI Jakarta Province
and Sidoarjo, East Java Province
3. Assessment Objectives
PTMR's property/asset shares is to provide an opinion on the fair market value as of September 30,
2025, stated in Rupiah, which will then be used by the Company in calculating Asset and Liability
Purchase Transactions.
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.
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- 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 bond / legality certificate , 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 no longer valid and must be reviewed.
- The appraiser uses the land area listed on the land certificate , obtained and agreed upon by
the Company and the Appraiser assume true.
- Packaging Machines is assessed ex situ and as piece meal as part of a non-operational
business.
- This assessment assumes that vehicles and heavy equipment as well as Packaging machines
that are the object of assessment in good condition good and functioning as it should. We
recommend that using experts to carry out checks on Condition of Vehicles and Heavy
Equipment and Packaging Machines the.
- The appraiser verifies the location and boundaries of the land within the boundaries . the
ability that owned by the Assessor .
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, where there are
limitations to conducting direct inspections of some vehicles that are currently mobile /in
use. Therefore, inspections of the vehicle units are 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.
- 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 conducted 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 Office Inventory and Equipment and Packaging Supplies Equipment is carried
out using a sampling method from the population of items that are the object of the
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 items and Packaging Equipment
Supplies 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
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Equipment Supplies does not match the information provided, then this assessment is not
valid and must be reviewed.
- This assessment was conducted with due care and adherence to applicable professional
standards. The appraiser is not responsible for the accuracy of the information provided by
the Company if there are significant differences from actual conditions that cannot be
directly verified. Therefore, this assessment is invalid and must be reviewed.
- If there is a significant deviation in the information that causes doubt about the value
opinion, then this assessment is not valid and must be reviewed.
- The use of special assumptions in this assessment has been agreed upon by both parties,
namely the Company and the Appraiser.
B. Special Conditions and Disclosures
- 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 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 checking via the Sentuh Tanahku
application and website. ATR/BPN. We have also confirmed this with the Company.
- In the Ruko/Rukan Assessment, the object of assessment is connected via a connecting door
on each floor of the building with the shophouse on the south side (Unit C-12) which is
reported to still be under the same ownership as the shophouse unit of the object of
assessment (Unit C-15). On each floor of the asset building there are stairs, but access to the
2nd and 3rd floors of the building can only be accessed from Unit C-12 because the stairs on
the asset have been closed.
5. Assessment Approaches and Methods
The selection of the method in the assessment is highly dependent on the object being assessed,
as well as the availability of data in the field. Considering the type of Assessment Object, namely
Land and Warehouse Buildings (2 units), Shophouses, Vehicles and Heavy Equipment, Packaging
Machines, Office Inventory and Equipment, and Packaging Equipment Supplies and referring to the
purpose and objectives of the assessment, in accordance with OJK Regulation No. 28/POJK.04/2021
– Chapter X and OJK Circular Letter No. 33/SEOJK.04/2021 – Chapter III, concerning the Assessment
Approach, Assessment Method and Assessment Procedure , in this assessment we describe the
assessment approach as follows:
No Property Type Address Market Approach Cost Approach
Central Industrial Park Complex, Omega Block No. 22-23,
Land and Warehouse
1 Kemiri Village, Sidoarjo District, Sidoarjo Regency, East Java V V
Building (2 units)
Province.
Pangeran Jayakarta Street, Prima Jayakarta Complex Block C
No. 15, South Mangga Dua Village, Sawah Besar District,
2 Shophouse/Shophouse V V
Central Jakarta Administrative City, Special Capital Region of
Jakarta Province.
Tangerang area, Banten Province, in Serang, Banten Province,
Vehicles and Heavy
3 in Jakarta, DKI Jakarta Province and Sidoarjo, East Java V V
Equipment
Province.
Tangerang area, Banten Province, in Serang, Banten Province,
4 Packaging machines in Jakarta, DKI Jakarta Province and Sidoarjo, East Java V V
Province.
Tangerang area, Banten Province, in Serang, Banten Province,
Office Inventory and
5 in Jakarta, DKI Jakarta Province and Sidoarjo, East Java V V
Equipment
Province.
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Tangerang area, Banten Province, in Serang, Banten Province,
Packaging Equipment
6 in Jakarta, DKI Jakarta Province and Sidoarjo, East Java V V
Inventory
Province.
6. Conclusion Value
By using customary valuation methods, and taking into account all factors as stated in this report
and based on the applicable assumptions and limitations, the Appraiser is of the opinion that the
Market Value of the above assets as of September 30, 2025 is as large as:
Rp26.758.966.500,-
(Twenty Six Billion Seven Hundred Fifty Eight Million Nine Hundred Sixty Six Thousand Five
Hundred Rupiah)
of calculations from the Market Approach and the Cost Approach . The Market Value of Assets in
above is the sum of the Market Value of all assets that are the Object of Assessment.
This method takes into account all related components that influence the value, so that according
to the Appraiser the resulting value is the value that is closest to the fairness of the asset price in
the market.
VI. SUMMARY OF THE FAIRNESS OPINION REPORT
In accordance with provision Article 22 paragraph 1 letter (b) POJK 17/2020, the Company has pointing
Independent Appraisers registered with the OJK , namely KJPP Syarif , Endang & Rekan as assessor
independent For give opinion fairness on Plan Transaction. Appraiser independent state No have
connection affiliate Good in a way direct and No direct with the Company based on Capital Market Law .
A. Transaction Acquisition of PTMR
Following is summary opinion fairness on Transaction Acquisition of PTMR by DS the stated in Report
No. 00005/2.0113-03/BS/05/0340/1/I/2026 dated January 23, 2026:
1. Parties’ Identities
The parties involved in the Proposed Transaction are PTMP, AK, DS, and PTMR.
2. Object Opinion Fairness
The object of the Fairness Opinion is the Proposed Transaction for the divestment of 77.19% share
ownership in PTMR.
3. Purpose of the Fairness Opinion
The purpose of this valuation report is to provide a Fairness Opinion on the Proposed Divestment
Transaction of 77.19% of PTMR shares. This Fairness Opinion is provided to comply with Financial
Services Authority Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict
of Interest Transactions, and Financial Services Authority Regulation No. 17/POJK.04/2020
concerning Material Transactions and Changes in Business Activities.
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4. Assumptions and Conditions divider
In preparation of opinion fairness there is several assumptions and conditions the Assessor 's
limitations use in connection with conclusion opinion reasonableness, including:
- Report The assessor 's assessment produce is a non-disclaimer opinion;
- We have do review on the documents used in Opinion Fairness;
In compiling report this , assessor depend on accuracy and completeness information provided
by PTMP or data obtained from available information For public and information other as well
as research that we consider relevant;
- Assessor use projection finance before and after Plan Transaction and Proforma Report
Financials submitted by PTMP with reflect fairness projection finances and capabilities
achievement (fiduciary duty).
- Assessor responsible answer on implementation Assessment and fairness projection finances
that have been customized;
- Reports generated open For public except there is information of a nature secret , which can
influence PTMP ; operations
- Assessor responsible answer on Report Opinion Reasonableness and resulting conclusions;
- Assessor has got information on legal status object Opinion Fairness from giver task.
5. Approaches and methods evaluation
Assessors use four the approach used in the Granting Opinion Fairness on Plan Transaction
takeover ownership PTMR shares by the Company. The approaches and methods used is:
a. Transaction Analysis
i) Related parties in Transaction PTMR Acquisition :
▪ PT Mitra Pack Tbk and Ardi Kusuma as seller;
▪ Deep Sources Pte Ltd as buyer.
ii) Relationship Among the Parties to the Transaction
Tidak terdapat hubungan afiliasi antara pihak penjual dan pihak pembeli.
iii) Materiality of the Transaction Value
Equity September Plan Value
Description Percentage (%)
30, 2025 (Rp) Transaction (Rp)
The Planned
190.115.931.743 142.784.000.000 75,10%
Transaction
Based on Report PTMP Interim Audit Financial as of September 30, 2025, PTMP's total
equity is amounting to Rp190.115.931.743 Based on Share Sale and Purchase Agreement,
known that mark Plan Transaction is amounting to Rp142.784.000.000. With Thus, the
percentage mark transaction to PTMP's equity as of September 30, 2025 is 75,10%.
Based on Regulation No. 17/POJK.04/2020, a transaction categorized as material
transactions if mark transaction the same with 20% or more from Public Company equity.
Public Company that will do Mandatory Material Transactions moreover formerly get GMS
approval in matter mark transaction more from 50%.
With Thus , the Plan Transaction including material and mandatory transactions moreover
formerly get GMS approval in accordance with with Regulation No. 17/POJK.04/2020
concerning Material Transactions and Changes Main Business Activities .
Every PTMP and AK internal approvals, as well fulfillment obligation based on regulation
necessary legislation in connection with implementation Transactions .
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iv) Benefits and Risks on Transactions made
The benefits of the Transaction include strengthening PTMP’s financial structure and
supporting PTMP’s operational needs and/or business development plans.
As for the risks associated with the implementation of the Transaction, the proposed
divestment will have financial implications for PTMP, particularly in relation to changes in
the overall financial statements. A quantitative explanation of such financial impacts will
be reflected in PTMP’s financial statements following the completion of the Transaction
and the preparation of the consolidated and/or pro forma financial statements in
accordance with the financial accounting standards applicable in Indonesia. Further
detailed information will be disclosed after the review process of the Transaction has been
completed.
In addition, PTMP is required to comply with capital market regulations, including but not
limited to the obligation to disclose material facts and to fulfill the provisions applicable to
material transactions (if the Transaction constitutes a material transaction). Following the
completion of the Transaction, PTMP will no longer hold share ownership in PTMR.
b. Quantitative and Qualitative Analysis of the PTMR Acquisition Transaction
i) Qualitative Analysis
Based on the rationale for undertaking the transaction, the qualitative benefits for the
Company arising from the acquisition include the potential to strengthen the Company’s
financial structure and to support the Company’s operational needs and/or business
development plans, as determined based on the Company’s internal evaluation.
Through the acquisition, the Company is expected to enhance its focus on strategic
business activities and to simplify the group structure, thereby achieving greater efficiency
and optimization.
As for the qualitative disadvantages of this transaction, it may result in significant changes
to the contribution to revenue, profit, as well as potential business synergies previously
derived from PTMR.
ii) Quantitative Analysis
Based on the results of the incremental analysis, from the asset perspective, the Proposed
Transaction is expected to have a significant impact on current assets, particularly cash and
bank balances, amounting to Rp40,78 billion in 2025 through the end of the projection
period (2030).
From the equity perspective, the Proposed Transaction is expected to have a significant
impact on retained earnings (unappropriated retained earnings) amounting to Rp135,50
billion in 2025 through the end of the projection period.
From the profit and loss perspective, the incremental analysis indicates that the Proposed
Transaction will have a significant impact on other income amounting to Rp142,78 billion,
arising from the divestment of 77.19% of PTMR shares.
From the cash flow perspective, the incremental analysis shows that the Proposed
Transaction will result in cash inflows from investing activities, leading to an increase in net
cash and cash equivalents of Rp40,78 billion.
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c. Analysis on fairness mark Transaction
i) Assessment Results
Based on Report PT Master Print Tbk Share Valuation No. 00002/2.0113-
03/BS/05/0340/1/I/2026, dated January 7, 2026, by the Appraiser Public Endang Sunardi ,
ST, MM, MAPPI (Cert.) from the Appraisal Services Office Public Syarif , Endang & Rekan,
Market Value of 77,19% of PT Master Print Tbk Shares on September 30, 2025 is amounting
to Rp133.902.000.000 .
ii) Transaction Value
Based on Share Purchase Agreement and Addendum to Agreement, Plan Value Transaction
Divestment of 77,19% of PTMR shares amounting to Rp142.784.000.000.
iii) Fairness of Transaction Value
Fairness mark transaction based on OJK Regulation No. 35/POJK.04/2020 concerning
Guidelines Assessment and Presentation Report Business Valuation in the Capital Market,
state that limit top and bottom below the range mark No exceeding 7.50% of mark results
evaluation.
Based on matter mentioned, limit test top and bottom lower on Plan Transaction presented
in the table following.
Uji Batas Atas dan Batas Bawah
Keterangan Batasan Transaksi (Rp.Juta)
Batas Atas Nilai Rencana Transaksi 7,5% di atas nilai pasar 143.945
Nilai Rencana Transaksi 142.784
Nilai Pasar 133.902
Batas Bawah Nilai Rencana Transaksi 7,5% di bawah nilai pasar 123.859
Based on the table above, the Proposed Transaction is considered fair as it falls within the
upper and lower threshold test of 7,5%. Meanwhile, the price difference in the proposed
divestment of 77,19% of PTMR shares is higher by 6,63% compared to the Market Value.
Selisih Nilai Transaksi
Nilai Rencana
Uraian Nilai Pasar Selisih (%)
Transaksi (Rp)
Rencana Transaksi 133.902.000.000 142.784.000.000 6,63%
d. Analysis on other relevant factors
There is information on other relevant factors on Plan Transaction Divestment of 77.19% of
PTMR shares. Another relevant factor is PTMP planning will do transaction of 99.00% of PT
Global Putra Kusuma shares and purchase asset owned by PTMR and AK.
6. Conclusion Opinion Fairness
This Fairness Opinion is prepared to comply with the provisions of Financial Services Authority
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities, and in accordance with the Indonesian Valuation Code of Ethics, the Indonesian
Valuation Standards issued by the Indonesian Society of Appraisers (MAPPI), and Financial Services
Authority Regulation No. 35/POJK.04/2020. The Appraiser has applied generally accepted
approaches and methods in conducting the review and analysis of data and information relevant
to the underlying fundamental assumptions, provided that such assumptions are fulfilled.
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Based on the consideration of the 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, we are of the opinion that the Proposed Divestment Transaction of 77.19% of
PTMR shares, consisting of a 76.42% shareholding of PTMP in PTMR and a 0.77% shareholding of
AK in PTMR to DS, is Fair.
This Fairness Opinion shall remain valid provided that there are no changes that have a significant
impact on the transaction value, market and economic conditions, business and financial
conditions, as well as the regulations of the Government of the Republic of Indonesia, between the
date of this report and the implementation of the Proposed Transaction.
B. Transaction Fixed Asset Purchases and Transactions Purchase Assets and Liabilities
Following is summary opinion fairness on Transaction Fixed Asset Purchases and Transactions
Purchase Assets and Liabilities stated in Report No. 00006/2.0113-03/BS/05/0340/1/I/2026 dated
January 23, 2026:
1. Identity Party
Related parties on plan transaction are the Company , AK, GPKand PTMR.
2. Object Opinion Fairness
The object of the Fairness Opinion in this engagement is the Proposed Transaction in the form of
the acquisition of 99.00% of the shares of GPK and the acquisition of assets owned by PTMR and
Ardi Kusuma by PTMP.
3. Purpose of the Fairness Opinion
The purpose of this valuation report is to provide a Fairness Opinion on the Proposed Transaction
in the form of the acquisition of 99.00% of the shares of GPK and the acquisition of the net assets
of PTMR and the fixed assets owned by Ardi Kusuma by the Company.
4. Assumptions and Conditions divider
In preparatifairness fairness there is several assumptions and conditions the Assessor 's limitations
use in connection with conclusion opinion reasonableness, including :
- Report Opinion Fairness This nature non-disclaimer opinio n.
- We have done review the documents used in Opinion Fairness.
- In compiling report this, assessor depends on accuracy and completeness information provided
by PTMP or data obtained from available information for public and information other as well
as research that we consider relevant.
- Assessor use projection finance before and after Plan Transaction and Proforma Report
Financials submitted by PTMP with reflect fairness projection finances and capabilities his
achievements (fiduciary duty).
- Assessor responsible for answer on implementation Assessment and fairness projection
finances that have been adjusted.
- Reports generated open for public except there is information of a nature secret, which can
influence PTMP operations.
- Assessor responsible answer on Report Opinion Reasonableness and resulting conclusions.
- Assessor has got information on legal status object Opinion Fairness from giver task.
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5. Approaches and methods evaluation
Assessors use four the approach used in the Granting Opinion Fairness on Plan Transaction
takeover ownership GPK shares by the Company. The approaches and methods used is :
a. Transaction Analysis
i) Related Parties in the Transaction of the Acquisition of 99.00% of GPK Shares and the
Purchase of PTMR’s Assets
▪ PT Mitra Pack Tbk as buyer;
▪ PT Master Print Tbk and Ardi Kusuma as sellers.
ii) Relationship Among the Parties to the Transaction
There is an affiliation relationship between the Company and PT Master Print Tbk, whereby
PT Master Print Tbk is a company controlled by the Company, and Ardi Kusuma serves as
the President Director of the Company.
iii) Materiality of the Transaction Value
The Proposed Transaction constitutes a material transaction, with details as follows:
Rencana Transaksi Ekuitas PTMP 30 Nilai Rencana Transaksi Persentase
September 2025 (Rp) (Rp) (%)
Penjualan dan pengalihan atas
Objek Jual Beli milik PTMR 102.184.995.000 53,75%
Penjualan dan pengalihan atas
Tanah dan Bangunan milik 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 Interim Audited Financial Statements of PTMP as of 30 September 2025, the
total equity of PTMP amounted to Rp190.115.931.743,- (one hundred ninety billion one
hundred fifteen million nine hundred thirty-one thousand seven hundred forty-three
Rupiah). Based on the two Master Agreement dated on 23 January 2026, the total value
of the Proposed Transaction amounted to Rp139.615.094.617,- (one hundred thirty-nine
billion six hundred fifteen million ninety-four thousand six hundred seventeen Rupiah).
Accordingly, the percentage of the total value of the Proposed Transaction to PTMP’s
equity as of 30 September 2025 is 73,44%.
Based on Regulation No. 17/POJK.04/2020, a transaction categorized as material
transactions if mark transaction the same with 20% or more from Public Company equity.
With Thus, the Plan Transaction includes material transactions according to Regulation No.
17/POJK.04/2020 concerning Material Transactions and Changes Main Business Activities.
iv) Benefits and Risks of the Transaction
The benefits of the Transaction include the optimization of the Company’s group structure
while maintaining control over its business activities and strategic assets that support the
Company’s operations. Through the alignment of assets and liabilities with the Company’s
business activities, this Transaction is expected to support the Company’s consolidated
financial structure.
In addition, the Transaction is expected to maintain the continuity of the Company’s
business operations by preserving market share, customer base, and relationships with
suppliers arising from existing business activities. With direct ownership and control over
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operational assets, the Transaction is also expected to support the Company’s operational
needs and sustainable business development plans.
In connection with the implementation of the Transaction, the Company faces risks related
to the need for operational integration of the acquired assets, as well as the continued
exposure to inherent business risks associated with the related business activities.
Furthermore, the Transaction may result in significant changes to the Company’s
consolidated financial statements.
b. Quantitative and Qualitative Analysis of the Fixed Asset Acquisition Transaction and the
Acquisition of Assets and Liabilities
i) Qualitative Analysis
The rationale for undertaking the Proposed Transaction in the form of the acquisition of
99.00% of GPK shares and the purchase of assets owned by PTMR and Ardi Kusuma by
PTMP is part of the Company’s strategic portfolio restructuring following the divestment of
PTMR. Through this Transaction, PTMP aims to ensure the sustainability of its business
activities while maintaining operational stability.
The acquisition of assets and majority ownership of GPK shares is intended to preserve
market share, customer relationships, and supplier relationships. Overall, the Proposed
Transaction is expected to support operational sustainability and strengthen PTMP’s
competitiveness in the industry, while maintaining its position in the market.
The qualitative benefits of the Proposed Transaction include maintaining the continuity of
PTMP’s business activities without losing market share, customers, or suppliers. In addition,
PTMP will obtain direct control over strategic assets and GPK ownership, which may
enhance its competitive strength.
However, the Proposed Transaction also entails qualitative risks, including potential
challenges related to the integration of the acquired assets and the continued exposure to
business risks inherent in the related business activities.
ii) Quantitative Analysis
Based on the results of the incremental analysis, from the asset perspective, the Proposed
Transaction is expected to have a significant impact on current assets, particularly cash and
bank balances, amounting to Rp,40.78 billion in 2025 through the end of the projection
period (2030).
From the equity perspective, the Proposed Transaction is expected to have a significant
impact on unappropriated retained earnings amounting to Rp135.50 billion in 2025
through the end of the projection period.
From the profit and loss perspective, the incremental analysis indicates that the Proposed
Transaction will have a significant impact on other income amounting to Rp142,78 billion,
arising from the divestment of 77,19% of PTMR shares.
From the cash flow perspective, the incremental analysis shows that the Proposed
Transaction will result in cash inflows from investing activities, leading to an increase in net
cash and cash equivalents of IDR 40,78 billion.
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c. Analysis on fairness mark Transaction Acquisition
i) Assessment Results
Based on Report GPK Share Valuation as of date assessment September 30, 2025, No.
00003/2.0113-03/BS/05/0340/1/I/2026, dated 7 January 2026, by the Appraiser Public
Endang Sunardi, ST, MM, MAPPI (Cert.) from the Appraisal Services Office Public Syarif,
Endang and Partners, Market Value of 99.00% of GPK Shares is amounting to
Rp29.601.000.000,- (Twenty Nine Billion Six Hundred and One Million Rupiah).
Based on Report PTMR Asset Valuation as of date assessment 30 September 2025, No.
00007/2.0113-01/PI/05/0518/1/I/2026, dated 6 January 2026, by the Assessor Public Dr.
Handy Octavianus, ST, MMPP., MAPPI (Cert.), from the Appraisal Services Office Public
Syarif, Endang and Partners, the Market Value of PTMR Assets is amounting to
Rp26.758.966.500,- (Twenty Six Billion Rupiah) Seven Hundred and Fifty Eight Million Nine
Hundred Sixty Six Thousand Five Hundred Rupiah).
Based on Report Valuation of Assets owned by Ardi Kusuma as of date assessment 30
September 2025, No. 00001/2.0110-00/PI/10/0092/1/I/2026, dated 13 January 2026, by
the Assessor Public Ihot Parasian Gultom , SE, MAPPI (Cert.), from the Appraisal Services
Office Public Ihot Dollar and Raymond, the market value of Ardi Kusuma 's assets is
amounting to Rp. 37.430.100.000 ,- ( Three Ten Seven Billion Four Hundred and Three Ten
Million One Hundred Thousand Rupiah).
ii) Transaction Value
Based on the Master Agreement dated on 23 January 2026, the total value of the Proposed
Transaction in the form of the acquisition of 99.00% of GPK shares and the purchase of
assets owned by PTMR and Ardi Kusuma by PTMP amounts to Rp93.790.066.500 (ninety-
three billion seven hundred ninety million sixty-six thousand five hundred Rupiah).
iii) Fairness of Transaction Value
The assessment of the fairness of the transaction value refers to Financial Services
Authority Regulation No. 35/POJK.04/2020 concerning Guidelines for Valuation and
Presentation of Business Valuation Reports in the Capital Market, which stipulates that
the upper and lower threshold limits shall not exceed 7.50% of the valuation result.
iv) Based on the foregoing, the upper and lower threshold test for the Proposed Transaction
is presented in the following table:
Uji Batas Atas dan Batas Bawah
Keterangan Batasan Transaksi (Rp.Juta)
Batas Atas Nilai Rencana Transaksi 7,5% di atas nilai pasar 100.824
Nilai Rencana Transaksi 93.790
Nilai Pasar 93.790
Batas Bawah Nilai Rencana Transaksi 7,5% di bawah nilai pasar 86.755
Based on the table above, then Plan Transaction the is reasonable Because is at the limit
test top and bottom lower by 7.5%. The difference between mark Transactions and Market
Value are by 0.00%, as shown in the table following:
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Selisih Nilai Transaksi
Nilai Rencana
Uraian Nilai Pasar Selisih (%)
Transaksi (Rp)
Rencana Transaksi 93.790.066.500 93.790.066.500 0,00%
d. Analysis of Other Relevant Factors
All factors relevant to the Planned Transaction have been analyzed and disclosed in the
preceding chapters, both qualitatively and quantitatively, including considerations of benefits,
advantages, risks, and potential losses. Accordingly, the Appraiser did not perform additional
analysis of other relevant factors.
6. Conclusion Opinion Fairness
The issuance of this Fairness Opinion is prepared to comply with the provisions of Financial Services
Authority Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities, and in accordance with the Indonesian Valuation Code of Ethics, the Indonesian
Valuation Standards issued by the Indonesian Society of Appraisers (MAPPI), as well as Financial
Services Authority Regulation No. 35/POJK.04/2020. The Appraiser has applied generally accepted
approaches and methods in conducting the review and analysis of relevant data and information,
provided that the underlying fundamental assumptions are fulfilled.
Based on the consideration of transaction analysis, qualitative analysis, quantitative analysis of the
Planned Transaction, analysis of the fairness of the transaction value, and analysis of other relevant
factors, we are of the opinion that the Planned Transaction in the form of the acquisition of 99.00%
of GPK shares and the purchase of assets owned by PTMR and Ardi Kusuma by PTMP is Fair.
This Fairness Opinion remains valid if there are no significant changes affecting the transaction
value, market and economic conditions, business and financial conditions, and the prevailing laws
and regulations of the Government of the Republic of Indonesia between the report date and the
implementation of the Planned Transaction.
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VII. IMPACT OF THE PLANNING TRANSACTION ON FINANCIAL CONDITION
COMPANY (PROFORMA)
Presented below is the Company’s pro forma financial statements before and after the implementation of the
Planned 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, under Report No. 299/GN/HI/KPS/I/26 dated January 23, 2026, as
follows:
PT MITRA PACK TBK DAN ENTITAS ANAK
LAPORAN POSISI KEUANGAN KONSOLIDASIAN PROFORMA
30 September 2025
(Disajikan dalam Rupiah, kecuali dinyatakan lain)
Penyesuaian Saldo Proforma
Historis PTMP Proforma Konsolidasian
ASET LANCAR
Kas dan setara kas 4.233.851.887 (3.589.793.934) 644.057.953
Piutang usaha 38.201.315.394 2.835.582.959 41.036.898.353
Piutang lain-lain 47.004.178.535 (7.608.127.534) 39.396.051.001
Persediaan 99.503.633.796 (393.950.288) 99.109.683.508
Pajak dibayar dimuka - 2.943.486.315 2.943.486.315
Uang muka dan biaya dibayar
49.569.769.708 - 49.569.769.708
dimuka
Jumlah Aset Lancar 238.512.749.320 232.699.946.838
ASET TIDAK LANCAR
Piutang lain-lain - 13.190.439.956 13.190.439.956
Tagihan taksiran pajak penghasilan 3.202.682.688 (767.753.810) 2.434.928.878
Aset tetap – neto 38.998.164.864 41.186.102.745 80.184.267.609
Aset lain-lain 8.724.140 - 8.724.140
Aset pajak tangguhan 9.436.469.159 (3.337.435.072) 6.099.034.087
Jumlah Aset Tidak Lancar 51.646.040.851 101.917.394.670
JUMLAH ASET 290.158.790.171 334.617.341.508
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PT MITRA PACK TBK DAN ENTITAS ANAK
LAPORAN POSISI KEUANGAN KONSOLIDASIAN PROFORMA
30 September 2025
(Disajikan dalam Rupiah, kecuali dinyatakan lain)
Penyesuaian Saldo Proforma
Historis PTMP Proforma Konsolidasian
LIABILITAS DAN EKUITAS
LIABILITAS
LIABILITAS JANGKA
PENDEK
Utang usaha 23.319.428.709 4.417.587.241 27.737.015.950
Utang lain-lain 201.697.339 (31.069.421) 170.627.918
Beban akrual 1.327.404.885 - 1.327.404.885
Uang muka penjualan 8.376.752.481 - 8.376.752.481
Utang pajak 3.299.168.614 (996.463.052) 2.302.705.562
Bagian liabilitas jangka panjang yang
Jatuh tempo dalam waktu satu
tahun:
Utang bank 40.272.314.850 - 40.272.314.850
Utang pembelian aset tetap 1.148.727.234 - 1.148.727.234
Liabilitas sewa kepada pihak
908.109.879 (754.145.754) 153.964.125
berelasi
Jumlah Liabilitas Jangka Pendek 78.853.603.991 81.489.513.005
LIABILITAS JANGKA
PANJANG
Liabilitas jangka panjan setelah
dikurangi bagian yang jatuh
tempo dalam waktu satu tahun:
Utang pembelian aset tetap 511.637.682 512.521.120 1.024.158.802
Liabilitas sewa kepada pihak
3.953.967.686 (3.191.104.323) 762.863.363
berelasi
Utang Lain-lain - 4.031.377.562 4.031.377.562
Liabilitas imbalan kerja 16.723.649.069 - 16.723.649.069
Jumlah Liabilitas Jangka Panjang 21.189.254.437 22.542.048.796
JUMLAH LIABILITAS 100.042.858.428 104.031.561.801
EKUITAS
Modal saham- nilai nominal -
Rp 25 per saham
Modal dasar – 9.746.800.000 saham
Modal ditempatkan dan
disetor penuh - 3.169.200.000
79.230.000.000 - 79.230.000.000
saham
Tambahan Modal disetor 115.655.342.915 (43.672.238.175) 71.983.104.740
Rugi komprehensif lain (1.506.953.444) 1.441.120.625 (65.832.819)
Saldo laba
Telah ditentukan penggunaannya 325.000.000 - 325.000.000
Belum ditentukan penggunaanya (14.216.992.802) 93.154.742.501 78.937.749.699
Sub Jumlah 179.486.396.669 230.410.021.620
Kepentingan Nonpengendali 10.629.535.074 175.758.087
Jumlah Ekuitas 190.115.931.743 230.585.779.707
JUMLAH LIABILITAS
DAN EKUITAS 290.158.790.171 334.617.341.508
37
Page 38
PT MITRA PACK TBK DAN ENTITAS ANAK
LAPORAN LABA RUGI DAN PENGHASILAN KOMPREHENSIF LAIN
KONSOLIDASIAN PROFORMA
Untuk Periode Sembilan Bulan yang Berakhir Tanggal 30 September 2025
(Disajikan dalam Rupiah, kecuali dinyatakan lain)
Penyesuaian Saldo Proforma
Historis PTMP Proforma Konsolidasian
PENJUALAN NETO 147.594.701.531 - 147.594.701.531
BEBAN POKOK
PENJUALAN (101.312.984.068) - (101.312.984.068)
LABA BRUTO 46.281.717.463 46.281.717.463
Beban penjualan (1.569.767.872) (1.569.767.872)
Beban umum dan administrasi (65.254.795.309) - (65.254.795.309)
Penghasilan (beban) lain-lain (21.956.266.410) 98.171.386.194 76.215.119.784
LABA (RUGI) OPERASI (42.499.112.128) 55.672.274.066
Beban keuangan (3.625.304.919) - (3.625.304.919)
LABA SEBELUM
PAJAK PENGHASILAN (46.124.417.047) 52.046.969.147
BEBAN PAJAK
PENGHASILAN 4.219.828.993 - 4.219.828.993
BEBAN PAJAK
PENGHASILAN NETO 4.219.828.993 4.219.828.993
LABA (RUGI) NETO
TAHUN
BERJALAN (41.904.588.054) 56.266.798.140
PENGHASILAN (RUGI)
KOMPREHENSIF LAIN
Pos-pos yang tidak akan
direklasifikasi ke laba rugi
Pengukuran kembali atas
liabilitas imbalan kerja
jangka Panjang (328.907.711) (390.277.447) (719.185.158)
Pajak penghasilan terkait 72.359.696 - 72.359.696
PENGHASILAN (RUGI)
KOMPREHENSIF LAIN
NETO - SETELAH PAJAK (256.548.015) (646.825.462)
TOTAL LABA (RUGI)
KOMPREHENSIF
PERIODE BERJALAN (42.161.136.069) 55.619.972.678
38
Page 39
IX. GENERAL MEETING OF SHAREHOLDERS
A. Background and Agenda of the EGMS and Independent EGMS
Extraordinary General Meeting of Shareholders regarding the PTMR Acquisition Transaction Plan and
the Independent EGMS regarding Fixed Asset Purchase Transactions and Asset and Liability Purchase
Transactions will be held on March 3, 2026 at a place and time that will be detailed in the Notice of
the Extraordinary GMS and EGMS Independent which will be delivered on the date February 9, 2026
The Company will also hold the EGMS and Independent EGMS electronically based on POJK No.
16/2020 through the eASY.KSEI application.
Therefore, the Company strongly urges all Shareholders to attend the EGMS and EGMS Independent
by granting power of attorney to the party appointed by the Company's Securities Administration
Bureau (" BAE ") by signing and returning the power of attorney form which can be obtained on the
Company's website ( www. mitrapack.co.id ) and In connection with the Independent EGMS, the
Independent Shareholders' Statement Letter to the Company via email corsec@mitrapack.co.id . The
power of attorney must be received by the Company's Board of Directors no later than 3 (three)
working days before the date of the EGMS and Independent EGMS , namely February 2-6 , 2026 , at
the BAE office , namely PT Adimitra Jasa Korpora , which is domiciled in Jakarta and is located at Kirana
Boutique Office Block F3 No. 5. Jl. Kirana Avenue III, Kelapa Gading North Jakarta 14240. Shareholders
can also provide power of attorney electronically through the KSEI Electronic General Meeting System
(eASY.KSEI) facility in the link https://akses.ksei.co.id/ provided by KSEI as a mechanism for granting
electronic power of attorney in the process of holding the EGMS and Independent EGMS no later than
1 (one) working day before the date EGMS and Independent EGMS , namely on March 2, 2026 .
Shareholders or their proxies who wish to attend the Independent EGMS must sign the Independent
Shareholder Statement.
Announcement regarding EGMS and Independent EGMS , along with Information to Shareholders, was
published on January 2-3 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 9 February
2026
Shareholders who are entitled to attend the EGMS and Independent EGMS related to the approval
agenda for the Proposed Transaction are the Shareholders (and in connection with the Independent
EGMS , the Independent Shareholders) whose names are recorded in the Company's Shareholders
Register on the Recording Date.
Based on POJK 17/2020 in conjunction with OJK Regulation No. 15/POJK.04/2020, dated April 21, 2020
concerning the Planning and Implementation of General Meetings of Shareholders of Public
Companies (“POJK No. 15/2020”), to protect the interests of public shareholders, the implementation
of Fixed Asset Purchase Transactions and Asset and Liability Purchase Transactions with material value
must obtain the approval of independent shareholders in an EGMS and be attended by independent
shareholders representing more than 1/2 (one half) of the total number of shares with valid voting
rights owned by the independent shareholders. Fixed Asset Purchase Transactions and the Purchase
of Assets and Liabilities must be approved by independent shareholders representing more than 1/2
(one half) of the total number of shares with valid voting rights owned by independent shareholders.
39
Page 40
In the event that the quorum for attendance at the first meeting as referred to above is not achieved,
a second EGMS may be held if the EGMS is attended by more than 1/2 (one half) of the total number
of shares with valid voting rights held by independent shareholders.
The second EGMS may be held within a period of at least 10 (ten) days and at the latest 21 (twenty
one) days after the first EGMS is held.
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. January 15, 2026
Notification of the Agenda of the Extraordinary General Meeting of
Shareholders and Independent General Meeting of Shareholders to the OJK
2. Announcement of EGMS and Independent EGMS January 23, 2926
3. Announcement of Disclosure of Information January 23, 2026
4 Invitation to Extraordinary General Meeting of Shareholders and
February 9, 2026
Independent General Meeting of Shareholders
5. Extraordinary General Meeting of Shareholders March 3, 2026
6. Transaction Plan is executed March 3, 2026
7. Submission of Summary of Minutes of EGMS and Independent EGMS March 5, 2026
XI. MISCELLANEOUS
If shareholders require further information regarding Planned Acquisition Transactions , Asset Sale and
Purchase Transactions, and Asset and Liability Transfer Transactions can contact the Company on any day
and during the Company's operational working hours.
Corporate Secretary
Jl. Prince Jayakarta No.135 Block B20
Phone: 021 – 624-0170
Website: www.mitrapack.co.id
Email: corsec@mitrapack.co.id
Ardi Kusuma
Direktur Utama
40
Names mentioned 44 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×16
unresolved
org
MASTERPRINT TBK
p.1 ×2
unresolved
person
H. Warman
· Notaris
p.3 ×2
unresolved
org
Minister of Law and Human Rights
p.3 ×8
unresolved
person
Putra Hutomo
· Notaris
p.3 ×2
unresolved
person
Helli IB Susetyo
p.4 ×9
unresolved
org
Deep Source Pte. Ltd
· Buyer
p.5 ×11
unresolved
org
Ltd. Deep Source Pte. Ltd.
p.5
unresolved
org
Bright Point Trading Pte. Ltd.
p.5
unresolved
org
Business Activities Deep Source Pte. Ltd.
p.5
unresolved
org
Deep Source Holdings Limited
p.5
unresolved
org
Theme International Holdings Limited
p.5
unresolved
person
Drajat Darmadji
p.6
unresolved
person
Christina Dwi Utami SH
p.6 ×3
unresolved
person
Drs. Gilbert Rely
p.7 ×2
unresolved
org
KJPP Syarif
p.8 ×3
unresolved
org
South Jakarta District Court
p.9
unresolved
person
Novianti
p.10
unresolved
org
Ministry of Law and Human Rights
p.10
unresolved
person
Stephanie Wilamarta
p.10
unresolved
org
PT Kencana Usaha Sentosa
p.10
unresolved
org
Deep Source Pte Ltd. Deep Source Holdings Limited
p.16
unresolved
org
Ardi Kusuma Ardi Kusuma Fix Asset
p.17
unresolved
org
KJPP Ihot
p.19
unresolved
person
DR. Sitanala
p.21 ×2
unresolved
org
Endang & Rekan
p.27 ×2
unresolved
org
Deep Sources Pte Ltd
p.28
unresolved
org
Government of the Republic of Indonesia
p.31 ×2
unresolved
person
Dr. Handy Octavianus
p.34
unresolved
person
MMPP.
p.34
unresolved
org
PT Adimitra Jasa Korpora
p.39
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.39
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
11074 ms
12 Sep 2026 22:31
Raw output
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'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}