Back to announcement
20260130_PTMP_Rencana Transaksi Material Dengan Persetujuan RUPS_32023207_lamp2.pdf
Asset transaction Needs review PTMPSource file signed link, expires in 15 minutes
Extracted text 39
Page 1
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 .
Page 2
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 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 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
2
Page 3
(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 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. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE PlANNED
TRANSACTION AND ITS IMPACT 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.
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 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 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.
3
Page 4
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 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.
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.
III. 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
4
Page 5
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 Amount (Rp) (%)
Shares
Authorized capital 5.888.000.000 147.200.000.000
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
5
Page 6
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
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.
6
Page 7
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 Amount (USD) (%)
Shares
Authorized capital 80.000.000 80.000000
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).
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.
7
Page 8
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 Amount (Rp) (%)
Shares
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
- 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
8
Page 9
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
Net Profit (Loss) for
the Current Period 8.311.158.115
(41.904.588.054)
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.
9
Page 10
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 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).
B. 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.
C. Affiliate Relationship
There is an affiliated relationship between the Company and Mr. Ardi Kusuma, where
Mr. Ardi Kusuma is the President Director and controller of the Company.
D. 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 January 23, 2026 .
Brief description of Fixed Asset Purchase Transactions
1) Party
Buyer : Company
Seller : Mr. Ardi Kusuma
10
Page 11
2) Sale and Purchase Agreement
Master Agreement Dated 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
3. Asset and Liability Purchase Transactions
A. 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:
11
Page 12
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
1,00%
Sentosa 2.500 250.000.000
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
12
Page 13
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
Net Profit (Loss) for the Current 3.632.753.696
Period (8.108.088.232)
B. 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.
C. Affiliate Relationship
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.
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.
D. 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
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 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
13
Page 14
Meeting of Shareholders of the Company and PTMR for the Asset and Liability
Purchase Transaction.
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.
14
Page 15
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 .
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.
15
Page 16
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
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
16
Page 17
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
17
Page 18
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. INDEPENDENT PARTIES INVOLVED IN THE PLANNED TRANSACTION
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.
18
Page 19
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).
19
Page 20
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
name of Ardi Kusuma 01/42 RT. 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
name of Ardi Kusuma 01/43 RT. 024 RW. 08, Jurumudi Baru
Subdistrict, Benda District, Tangerang City,
Banten.
3 Office Building SHM No. 761 and Jl. DR. Sitanala RT. 001 RW. 002, Ex.
SHM No. 762 an Ardi Karang Sari, District. Neglasari, Tangerang
Kusuma City, Banten.
4 Building SHM No. 1861 and Jl. Nusa Indah A9 RT. 003 RW. 004
HGB No. 340 in the Jurumudi Village, Benda District, Tangerang
name of Ardi Kusuma City, Banten
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.
20
Page 21
- Assets included in this assessment are assessed as a single group of assets.
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.
1 Home Office 024 RW. 08, Jurumudi Baru Subdistrict, Benda V
District, Tangerang City, Banten.
Duta Garden Housing Complex Block D 01/43 RT.
2 Home Office 024 RW. 08, Jurumudi Baru Subdistrict, Benda V
District, Tangerang City, Banten.
Jl. DR. Sitanala RT. 001 RW. 002, Ex. Karang
3 Office Building V V
Sari, District. Neglasari, Tangerang City, Banten.
Jl. Nusa Indah A9 RT. 003 RW. 004 Jurumudi
4 Building V V
Village, 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.
21
Page 22
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:
22
Page 23
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: Central Industrial Park Complex, Omega
Building (2 units) 12.10.000036732.0 and Block No. 22-23, Kemiri Village, Sidoarjo
12.10.000037143.0 with a District, Sidoarjo Regency, East Java
2
Total Area of: 1,000 m Province.
and a Total Building Area
2
of: 748 m
2 Shophouse/Shophouse SHGB No. 5325 and 5330 Pangeran Jayakarta Street, Prima
2
with a total area of 61 m Jayakarta Complex Block C No. 15, South
2
and building area of 178 m Mangga Dua Village, Sawah Besar District,
Central Jakarta Administrative City, Special
Capital Region of Jakarta Province.
3 Vehicles and Heavy Tangerang area, Banten Province, in
Equipment Serang, Banten Province, in Jakarta, DKI
Jakarta Province and Sidoarjo, East Java
Province.
4 Packaging Machines Tangerang area, Banten Province, in
Serang, Banten Province, in Jakarta, DKI
Jakarta Province and Sidoarjo, East Java
Province.
5 Office Inventory and Tangerang area, Banten Province, in
Equipment Serang, Banten Province, in Jakarta, DKI
Jakarta Province and Sidoarjo, East Java
Province
6 Packaging Equipment Tangerang area, Banten Province, in
Supplies Serang, Banten Province, in Jakarta, DKI
Jakarta Province and Sidoarjo, East Java
Province
3. Assessment Objectives
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:
23
Page 24
- The property is assessed as having no legal problems and that the ownership rights
are valid ( free and clear ) and can be marketed.
- In this assessment, the Assessor assumes that the documents related to the object
of assessment are correct.
- The appraiser assumes that the copies of the 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
24
Page 25
verified within the limits of the Appraiser's capabilities. If the condition of Inventory
and Office Equipment and Packaging Equipment Supplies does not match the
information provided, then this assessment is not valid and must be reviewed.
- This assessment was conducted with due care and adherence to applicable
professional standards. The appraiser is not responsible for the accuracy of the
information provided by the Company if there are significant differences from actual
conditions that cannot be directly verified. Therefore, this assessment is invalid and
must be reviewed.
- If there is a significant deviation in the information that causes doubt about the value
opinion, then this assessment is not valid and must be reviewed.
- The use of special assumptions in this assessment has been agreed upon by both
parties, namely the Company and the Appraiser.
B. Special Conditions and Disclosures
- 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-
Land and Warehouse
1 23, Kemiri Village, Sidoarjo District, Sidoarjo Regency, V V
Building (2 units)
East Java Province.
Pangeran Jayakarta Street, Prima Jayakarta Complex
Block C No. 15, South Mangga Dua Village, Sawah
2 Shophouse/Shophouse V V
Besar District, Central Jakarta Administrative City,
Special Capital Region of Jakarta Province.
Tangerang area, Banten Province, in Serang, Banten
Vehicles and Heavy
3 Province, in Jakarta, DKI Jakarta Province and Sidoarjo, V V
Equipment
East Java Province.
Tangerang area, Banten Province, in Serang, Banten
4 Packaging machines Province, in Jakarta, DKI Jakarta Province and Sidoarjo, V V
East Java Province.
25
Page 26
Tangerang area, Banten Province, in Serang, Banten
Office Inventory and
5 Province, in Jakarta, DKI Jakarta Province and Sidoarjo, V V
Equipment
East Java Province.
Tangerang area, Banten Province, in Serang, Banten
Packaging Equipment
6 Province, in Jakarta, DKI Jakarta Province and Sidoarjo, V V
Inventory
East Java 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 INDEPENDENT PARTY OPINIONS
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.
26
Page 27
4. Assumptions and Conditions divider
In preparation opinion fairness This there is a number of 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 get information on legal status object Opinion Fairness from giver task .
5. Approaches and methods evaluation
Assessor 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 Percentage
Description
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 by 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 .
27
Page 28
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.
28
Page 29
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 is 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
123.859
pasar
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
133.902.000.000 142.784.000.000 6,63%
Transaksi
d. Analysis on other relevant factors
There is information on other relevant factors on Plan Transaction Divestment of
77.19% of PTMR shares . Other relevant factors 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
29
Page 30
review and analysis of data and information relevant to the underlying fundamental
assumptions, provided that such assumptions are fulfilled.
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 This 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 preparation opinion fairness This there is a number of 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 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 his achievements (fiduciary duty).
- Assessor responsible 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 get information on legal status object Opinion Fairness from giver task .
30
Page 31
5. Approaches and methods evaluation
Assessor use four The approach used in the Granting Opinion Fairness on Plan
Transaction takeover ownership GPK dshares 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
he Proposed Transaction constitutes a material transaction, with details as follows
:
Rencana Transaksi Ekuitas PTMP 30 Nilai Rencana Persentase
September 2025 (Rp) Transaksi (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 Agreements dated 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 including material transactions according to with
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
31
Page 32
relationships with suppliers arising from existing business activities. With direct
ownership and control over 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.
32
Page 33
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 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
86.755
pasar
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 :
33
Page 34
Selisih Nilai Transaksi
Nilai Rencana
Uraian Nilai Pasar Selisih (%)
Transaksi (Rp)
Rencana
93.790.066.500 93.790.066.500 0,00%
Transaksi
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 provided that 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.
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
34
Page 35
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
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
35
Page 36
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 - 325.000.000
penggunaannya 325.000.000
Belum ditentukan 93.154.742.501 78.937.749.699
penggunaanya (14.216.992.802)
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
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
36
Page 37
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
VIII. 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
37
Page 38
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.
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.
IX. LIST OF IMPORTANT DATES RELATED TO THE PLAN OF THE TRANSACTION
Estimated important dates in connection with the Proposed Transaction are as follows:
No Activity Date
1. Notification of the Agenda of the Extraordinary General Meeting January 15, 2026
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 March 5, 2026
EGMS
X. STATEMENT OF THE COMPANY'S BOARD OF COMMISSIONERS AND
BOARD OF DIRECTORS
This Disclosure of Information has been approved by the Board of Commissioners and the
Board of Directors of the Company, therefore the Board of Commissioners and the Board of
Directors of the Company are responsible for the accuracy of the material information conveyed
and the opinions expressed in this Disclosure of Information are reasonable and correct and
there is no other material information that has not been disclosed that could cause the
information conveyed to be incorrect or misleading.
38
Page 39
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
39
Names mentioned 43 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
Helli I.B. Susetyo
p.3 ×9
unresolved
person
H. Warman
· Notaris
p.4 ×2
unresolved
org
Minister of Law and Human Rights
p.4 ×8
unresolved
person
Putra Hutomo
· Notaris
p.4 ×2
unresolved
org
Deep Source Pte. Ltd
· Buyer
p.6 ×11
unresolved
org
Ltd. Deep Source Pte. Ltd.
p.6
unresolved
org
Bright Point Trading Pte. Ltd.
p.6
unresolved
org
Business Activities Deep Source Pte. Ltd.
p.6
unresolved
org
Deep Source Holdings Limited
p.7
unresolved
org
Theme International Holdings Limited
p.7
unresolved
person
Drajat Darmadji
p.7
unresolved
person
Christina Dwi Utami SH
p.7 ×3
unresolved
person
Drs. Gilbert Rely
· Commissioner
p.8 ×2
unresolved
org
KJPP Syarif
p.9 ×3
unresolved
org
South Jakarta District Court
p.11
unresolved
person
Novianti
p.11
unresolved
org
Ministry of Law and Human Rights
p.11
unresolved
person
Stephanie Wilamarta
p.11
unresolved
org
Deep Source Pte Ltd. Deep Source Holdings Limited
p.15
unresolved
org
Ardi Kusuma Ardi Kusuma Fix Asset
p.16
unresolved
org
KJPP Ihot
p.18
unresolved
person
DR. Sitanala
p.20 ×2
unresolved
org
Endang & Rekan
p.26 ×2
unresolved
org
Deep Sources Pte Ltd
p.27
unresolved
org
Government of the Republic of Indonesia
p.30 ×2
unresolved
person
Dr. Handy Octavianus
p.33
unresolved
person
MMPP.
p.33
unresolved
org
PT Adimitra Jasa Korpora
p.37
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.37
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
6701 ms
12 Sep 2026 22:31
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}