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CHANGES AND/OR IMPROVEMENTS TO
INFORMATION DISCLOSURE
IN ORDER TO COMPLY WITH FINANCIAL SERVICES AUTHORITY REGULATION NUMBER
17/POJK.04/2020 CONCERNING MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS
ACTIVITIES (“POJK 17/2020”) AND FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 42/POJK.04/2020 CONCERNING AFFILIATE TRANSACTIONS AND CONFLICTS OF
INTEREST (“POJK 42/2020”)
THIS INFORMATION IS PREPARED FOR THE SHAREHOLDERS IN RELATION TO (I) THE
PROPOSED CHANGE IN BUSINESS ACTIVITIES OF THE COMPANY; (II) THE SALE OF ASSETS
AND LIABILITIES OF THE COMPANY TO PT MITRA PACK TBK; AND (III) THE ACQUISITION OF
49,00% OWNERSHIP IN PT SAMUDERA LAYAR NUSANTARA BY THE COMPANY (THE
“PLANNED TRANSACTIONS”). THIS INFORMATION IS HIGHLY IMPORTANT AND SHOULD BE
CAREFULLY CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY
PT MASTER PRINT Tbk
("Company")
Main Business Activities:
Engaged in trading as
official distributor and rental of goods
industry
Based in Jakarta, Indonesia
Head Office:
Jl. Pangeran Jayakarta No. 135 Block C12-15, South Mangga Dua
Sawah Besar, South Jakarta
Phone: 021 – 624-0170
Website : www.masterprint.co.id ; Email: corsec@masterprint.co.id
THIS DOCUMENT CONTAINS INFORMATION TO SHAREHOLDERS IN CONNECTION WITH THE
COMPANY'S PLANS TO:
(i) CHANGE THE COMPANY'S BUSINESS ACTIVITIES ;
(ii) SELL ALL ASSETS AND LIABILITIES TO PT MITRA PACK TBK; AND
(iii) ACQUIRE 49,00% OWNERSHIP IN PT SAMUDERA LAYAR NUSANTARA.
In the event of any doubt regarding any aspect of this Shareholder Disclosure or concerning the
actions you should take, you may consult with your securities broker or registered securities
representative, investment manager, legal advisor, accountant, or other professional advisor.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY,
BOTH INDIVIDUALLY AND JOINTLY, ARE RESPONSIBLE FOR THE COMPLETENESS AND
ACCURACY OF ALL INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION
DISCLOSURE AND CONFIRM THAT THE INFORMATION PRESENTED IS CORRECT AND
THERE ARE NO MATERIAL FACTS NOT PRESENTED THAT MAY CAUSE THIS INFORMATION
TO BE MISLEADING .
This Disclosure of Information was published in Jakarta on 23 January 2026.
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I. INTRODUCTION
The information as stated in this Disclosure of Information is prepared in order to fulfill the
Company's obligation to announce the disclosure of information regarding material
transactions and changes in business activities as well as affiliated transactions and conflicts
of interest that the Company will undertake, in connection with:
1. Changes in the Company's business activities to Holding Company activities , Head
Office activities, and Other Management Consulting Activities (" Changes in Business
Activities ");
2. Sale of all the Company's Assets and Liabilities to PT Mitra Pack Tbk (" PTMP ") for Rp
102.184.994.617 (one hundred and two billion one hundred and eighty-four million nine
hundred and ninety-four thousand six hundred and seventeen Rupiah ) ("Asset and
Liability Sale Transaction " )
3. Acquisition of all shares of Darmawan Wangsa in PT Samudera Layar Nusantara (―
SLN ‖) by the Company with a total nominal value of Rp 89.518.000.000 (eighty-nine
billion five hundred and eighteen million Rupiah ) or 68.600 shares representing
49,00% (forty-nine percent) of all issued and paid-up capital of SLN (― SLN Acquisition
Transaction ‖)
The three actions as described in points 1 and 3 above are hereinafter collectively
considered and referred to as the Planned Transaction.
In connection with the planned Change of Business Activities as referred to in point 1 above
and in accordance with the provisions of POJK 17/2020, the Company plans to request
approval from Shareholders at an Extraordinary General Meeting of Shareholders (― EGMS
‖).
Furthermore, the Company also submits the Disclosure of Information and supporting
documents in relation to the Planned Transaction and the proposed Change in Business
Activities, in accordance with the provisions set forth in POJK 17/2020.
Subsequently, the implementation of the Sale of Assets and Liabilities Transaction as
referred to in item 2 above is set forth in the Master Agreement dated 23 January 2026
(―Asset and Liability Sale Agreement”).
The implementation of the SLN Acquisition Transaction as referred to in point 3 above is set
forth in a Conditional Share Sale and Purchase Agreement (―CSPA‖) dated January 7, 2026,
entered into by and between Darmawan Wangsa, as the seller, and the Company, as the
purchaser (―SLN Acquisition CSPA‖).
The Board of Directors and Board of Commissioners of the Company, both individually and
collectively, will comply with and fulfill the provisions regarding changes in business activities
as stipulated in the Financial Services Authority Regulation Number 17/POJK.04/2020
concerning Material Transactions and Changes in Business Activities (― POJK 17/2020 ‖).
The Board of Directors and Board of Commissioners of the Company, both individually and
jointly, declare that the Asset and Liability Sale Transaction and the SLN Acquisition
Transaction are Material Transactions and changes in business activities as referred to in
POJK 17/2020, and is an Affiliated Transaction as referred to in the Financial Services
Authority Regulation Number 42/POJK.04/2020 concerning Affiliated Transactions and
Conflict of Interest Transactions (― POJK 42/2020 ‖). Asset and Liability Sale Transactions
also have the potential to constitute Conflict of Interest Transactions as referred to in POJK
42/2020.
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This Information Disclosure is prepared in order to fulfill the Company's obligation to provide
Information Disclosure to the public regarding Changes in Business Activities and
Transaction Plans to be implemented by the Company, as well as to obtain the approval of
the Company's Shareholders through the General Meeting of Shareholders. Extraordinary
General Meeting (“EGMS”) regarding Changes in Business Activities as required in Article
22 paragraph (1) letter a POJK 17/2020 and the approval of the Company's Independent
Shareholders through an Independent Extraordinary General Meeting of Shareholders
(―Independent EGMS ‖) regarding the Sale of Assets and Liabilities Transactions and SLN
Acquisition Transactions as required in Article 11 paragraph (1) letter d POJK 42/2020.
II. EXPLANATION, CONSIDERATIONS AND REASONS FOR IMPLEMENTING THE
TRANSACTION PLAN IN THE COMPANY'S FINANCIAL CONDITION
1. Changes in Business Activities
A. Explanation, Considerations, and Rationale for the Change in Business
Activities
This Business Activity Change Plan is carried out in connection with the SLN
Takeover plan where the Company will align its business activities with the business
lines and business activities as well as the competencies and business strategies of
the prospective new controller and so that in the future, the Company will operate
exclusively as a holding company while specific business activity operations are
carried out through its subsidiaries only.
The Company also hopes that the benefits of implementing the Business Activity
Change Plan will improve its performance and profitability in the future. The benefits
of the Business Activity Change Plan will support the Company's long-term growth
and provide added value for the Company and its shareholders.
B. Impact of Transactions on the Company's Financial Condition
Based on the Business Feasibility Study prepared by the independent appraiser, as
presented in the summary chapter of the feasibility study, the Company’s proposed
change in business activities is expected to have a positive contribution to the
Company’s financial performance, particularly in the form of increased operating
revenue in the future.
With the implementation of these changes and business activities, revenue and net
profit (loss) are projected to grow gradually, which in turn is expected to strengthen
the Company’s capital structure and enhance its equity in the coming years.
The financial impact of the addition and implementation of these business activities
has been analyzed comprehensively in the Business Feasibility Study and is
considered feasible to proceed.
2. Asset and Liability Sale Transactions
A. Explanation, Considerations, and Rationale for the Planned Transactions
The Assets and Liabilities Sale Transaction was conducted in connection with the
Acquisition of 77,19% of the Company's shares by Deep Source Pte. Ltd. ("
Prospective New Controller "). In line with this, the Company's policies and
operations are adjusted to the Changes in the Company's Business Activities in order
to align the Company's business activities with the business lines and business
activities as well as the competencies and business strategies of the prospective new
controller, including adjustments to the asset and liability structure to ensure that the
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management of the Company's assets and liabilities is in line with the Changes in the
Company's Business Activities in order to align the Company's business activities
with the business lines and business activities as well as the competencies and
business strategies of the prospective new controller.
The Planned Change of Business Activities and the Planned Transaction are
implemented based on reasonable commercial considerations ( arm's length
transaction ) by taking into account the results of the fairness assessment from an
independent appraiser and the principle of prudence in managing assets and
liabilities. The Company believes that the implementation of the Planned Change of
Business Activities and the Planned Transaction will provide economic benefits to the
Company that have been adjusted to the new subsidiary entity by increasing
operational efficiency and strengthening the Company's consolidated financial
position.
B. Impact of Transactions on the Company's Financial Condition
Based on the Proforma Financial Results reviewed by Helli IB Susetyo, CPA,
Independent Auditor, Kanaka Puradiredja and Suhartono Public Accounting Firm as
presented in the chapter on the impact of the transaction plan and the planned
change in business activities on the company's financial condition (proforma), this
asset and liability sale transaction is estimated to cause a decrease in income and
the release of investment in the subsidiary, namely PT Global Putra Kusuma
("GPK"). However, Thus, the steps This is part of a portfolio repositioning strategy
where the release of assets and liabilities the accompanied by with acquisition entity
newer strategic. Transaction integrated This aim for transforming line the Company's
business, replacing lost income with source growth newer quality, and strengthen
capital structure in order to create mark plus term longer sustainable.
3. SLN Acquisition Transaction
A. Explanation, Considerations, and Rationale for the Planned Transactions
The SLN Acquisition Transaction was conducted within the Company's business
expansion plan, aligned with the business lines and activities, as well as the
competencies and business strategies of the prospective new controller. The
prospective new controller's group of companies operates in the trade and maritime
transportation sectors for the transportation of commodities, and in this case, SLN is
a company also engaged in maritime transportation (including maritime chartering).
B. Impact of Transactions on the Company's Financial Condition
Based on the Fairness Opinion Results prepared by the independent appraiser as
presented in the chapter on the summary of the independent party's opinion, the SLN
Acquisition Transaction is estimated to provide a positive contribution to the
Company's financial performance, particularly in the form of increased operating
income in the future.
The SLN Acquisition Transaction will strengthen the Company's finances by
consolidating SLN into the Company's financial statements and increasing the
Company's value. Furthermore, the financial impact of the SLN Acquisition
Transaction has been comprehensively analyzed and deemed fair in the Fairness
Report.
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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. Asset and Liability Sale Transactions
A. Transaction Object
The object of the transaction is the total net assets of PTMR amounting to
Rp102.184.994.617 (one hundred two billion one hundred eighty four million nine
hundred ninety four thousand six hundred and seventeen rupiah) , which also
includes PTMR 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 been amended several times. The
latest amendment was based on Deed of Stephanie Wilmarta, SH, No. 44 dated
August 13, 2025, concerning reappointment of the Board of Commissioners and
the Board of Directors. This amendment has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia through Decree No. AHU-
0194056.AH.01.11. year 2025 dated August 21, 2025 (" Deed 44/2025 ").
2) Company's address
PT Global Putra Kusuma is domiciled at Prima Jayakarta Complex 135 Block B
20, Jl. Pangeran Jayakarta, South Mangga Dua, Sawah Besar, Central Jakarta.
3) GPK Business Activities
PT Global Putra Kusuma is engaged in the wholesale trade of machinery,
equipment and other supplies.
4) Structure and Composition of GPK Shareholders
Based on the Deed of Statement of Decision of Shareholders of PT Global Putra
Kusuma No. 44 dated August 13, 2025, Stephanie Wilmarta SH, Notary in
Jakarta, which has been approved by the Minister of Law and Human Rights of
the Republic of Indonesia based on Decree No. AHU-0194056.AH.01.11. year
2025 dated August 21, 2025. The capital structure and composition of the
Company's shareholders are as follows:
Nominal Value of Rp. 100.000,00 per share
Information Number of
Amount (Rp) (%)
Shares
Authorized capital 1.000.000 100.000.000.000
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Shareholders:
- PT Master Print Tbk 247.500 24.750.000.000 99,00%
- PT Kencana Usaha Sentosa 2.500 250.000.000 1,00%
Amount of Issued and Fully
250.000 25.000.000.000 100,00%
Paid-Up Capital
Shares in Portfolio 750.000 75.000.000.000
5) GPK Management Structure
The composition of the Board of Directors and Board of Commissioners of GPK
at the time this information disclosure was published based on the latest Deed of
Amendment is as follows:
Board of Commissioners
Main Commissioner : Ardi Kusuma
Commissioner : Jessica Kusuma
Independent Commissioner : Ilham Djaja
Board of Directors
President Director : Tungga Wijaya
Director : Edward Kusuma
Director : Cindy Kusuma
6) GPK Financial Information
The table below illustrates the summary of important financial data of PT Global
Putra Kusuma: (i) on December 31 for the period ended in 2024 audited by KAP
Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on
Auditing Standards established by the Indonesian Institute of Public Accountants
(IAPI) with an unqualified opinion dated March 25, 2025, signed by Helli IB
Susetyo, CPA; (ii) on September 30 for the period ended in 2025 audited by KAP
Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on
Auditing Standards established by the Indonesian Institute of Public Accountants
(IAPI) with an unqualified opinion dated December 29, 2025, signed by Helli IB
Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 41.974.664.740 48.422.394.828
Total Liabilities 24.398.856.042 22.449.527.883
Total Equity 17.575.808.698 25.972.866.945
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Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Net Sales 18.606.059.057 15.891.435.742
Gross Profit 5.952.206.305 6.769.103.061
Net Profit (Loss) for the
Current Period (8.108.088.232) 3.632.753.696
B. Parties involved in Transactions
Buyer : PTMP
Seller : Company
The following is information about PTMP:
1) A Brief History of PTMP
PTMP was established on May 25 2000, based on Deed no. 257 from Drajat
Darmadji, SH, M. Hum, Notary in Jakarta. The deed of establishment has
been ratified by the Minister of Law and Human Rights of the Republic of
Indonesia with Decree No. C24427.HT.01.01.Th.2000. dated November 21,
2000 (―Deed of Establishment of PTMP ‖).
The Group's Articles of Association have been amended several times, most
recently based on Deed No. 86 dated September 12, 2022 from Christina
Dwi Utami SH, M.Kn., Notary in West Jakarta which has been approved by
the Minister of Law and Human Rights of the Republic of Indonesia with
Decree No. AHU-AH.01.03-0290444 dated September 12, 2022 (" Deed
86/2022 ").
2) Address of PT Mitra Pack Tbk
PTMP's domicile is on Jalan Pangeran Jayakarta, 135 Prima Jayakarta
Complex Block B 20 South Mangga Dua, Sawah Besar, South Mangga Dua
Subdistrict, Sawah Besar District, Central Jakarta, DKI Jakarta Province.
3) Business Activities of PT Mitra Pack Tbk
The company operates in the following business sectors:
a. Wholesale of Machinery, Equipment and Other Supplies
b. Wholesale Trade in Chemical Materials and Goods
c. Rental and Leasing Activities Without Option Rights – Machinery,
Equipment and Other Tangible Goods that cannot be classified
elsewhere
d. Machine Repair for Special Purposes
e. Wholesale of Other Products that cannot be classified elsewhere
f. Wholesale of Electronic Spare Parts
4) Capital Structure and Share Ownership
Based on the Deed of Decree of the Shareholders of PT Mitra Pack Tbk No.
86 dated 12 September 2022, Christina Dwi Utami SH, M.Kn., Notary in
West Jakarta, which has been approved by the Minister of Law and Human
Rights of the Republic of Indonesia based on Decree No AHU-AH.01.03-
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0290444 dated 12 September 2022. The capital structure and composition
of PTMP shareholders are as follows:
Nominal Value of Rp 25.00.- per share
Information
Number of Shares Amount (Rp) (%)
Authorized capital 9.476.800.000 236.920.000.000
Shareholders:
- PT Kencana Usaha 2.298.124.000 57.453.100.000 72,51%
Sentosa
- Jessica Kusuma 23.692.000 592.300.000 0,75%
- Cindy Kusuma 23.692.000 592.300.000 0,75%
- Edward Kusuma 23.692.000 592.300.000 0,75%
- Public 800.000.000 20.000.000.000 25,24%
Amount of Issued and
Fully Paid-Up Capital 3.169.200.000 79.230.000.000 100,00%
Shares in Portfolio 6.307.600.000 157.690.000.000
5) Board of Directors and Commissioners
The composition of the Board of Directors and Board of Commissioners of
PTMP at the time this information disclosure was published based on the
latest Deed of Amendment is as follows:
Board of Commissioners
Main Commissioner : Jessica Kusuma
Commissioner : Tungga Wijaya
Independent Commissioner : Drs. Gilbert Rely, SH, SE
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
6) Financial Information
The table below illustrates the Company's consolidated financial data
highlights: (i) as of December 31 for the period ended in 2024 audited by
KAP Kanaka Puradiredja, Suhartono, Independent Public Accountant,
based on Auditing Standards established by the Indonesian Institute of
Public Accountants (IAPI) with an unqualified opinion dated March 25, 2025,
signed by Helli IB Susetyo, CPA; (ii) as of September 30 for the period
ended in 2025 audited by KAP Kanaka Puradiredja, Suhartono, Independent
Public Accountant, based on Auditing Standards established by the
Indonesian Institute of Public Accountants (IAPI) with an unqualified opinion
dated December 29, 2025, signed by Helli IB Susetyo, CPA.
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Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 290.158.790.171 334.864.065.589
Total Liabilities 100,042,858,428 102.586.997.777
Total Equity 190.115.931.743 232.277.067.812
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Sales Net 147.594.701.531 136.574.090.252
Gross Profit 46.281.717.463 48.205.687.893
Net Profit (Loss) for (41.904.588.054) 8.311.158.115
the Current Period
The following is information regarding the Company :
1) Brief History of the Company
PT Master Print (the ―Company‖) was established in Jakarta based on Deed
No. 44 dated May 26, 2006, drawn up before H. Warman, SH, Notary in
Jakarta. The deed of establishment has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia with Decree No. C-
22993 HT.01.TH.2006 dated August 7, 2026 (― Deed of Establishment of
the Company ‖).
The Company's Articles of Association have been amended several times,
most recently by Notarial Deed No. 21 of Putra Hutomo, SH, M.Kn., dated
October 8, 2024, concerning the increase in authorized capital, issued and
paid-up capital. The amendment deed has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia in Decree No. AHU-
AH.01.03-0199591 dated October 8, 2024 (" Deed 21/2024 ")
2) Company's address
The Company's domicile and head office are located in Jakarta, with the
address at Jl. Pangeran Jayakarta 135 Block C 12-15, Mangga Dua Selatan
Village, Sawah Besar District, Central Jakarta.
3) Company Business Activities
In accordance with Article 3 of the Company's Articles of Association , the
Company is engaged in the wholesale trade of machinery, equipment and
other supplies, wholesale trade of other products that cannot be classified
elsewhere, rental and leasing activities without option rights of machinery,
equipment and other tangible goods that cannot be classified elsewhere,
wholesale trade of electronic spare parts and wholesale of chemical
materials and goods.
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4) Capital Structure and Shareholder Composition of the Company
of the Company's Shareholders No. 21 dated October 8, 2024, made before
Putra Hutomo, SH, M.Kn., Notary in Jakarta, which has been approved by
the Minister of Law and Human Rights of the Republic of Indonesia based
on Decree No. AHU-AH.01.03-0199591 dated October 8, 2024, the capital
structure and composition of the Company's shareholders are as follows:
Nominal Value of Rp 25.00.- per share
Information Number of Amount (Rp) (%)
Shares
Authorized capital 5.888.000.000 147.200.000.000
Shareholders:
- PT Mitra Pack Tbk 1.457.280.000 36.432.000.000 76,42%
- Ardi Kusuma 14.720.000 368.000.000 0,77%
- Public 435.000.000 10.875.000.000 22,81%
Amount of Issued and Fully
1.907.000.000 47.675.000.000 100,00%
Paid-Up Capital
Shares in Portfolio 3.981.000.000 99.525.000.000
5) Board of Directors and Commissioners
the Company's Board of Directors and Board of Commissioners at the time
this information disclosure was published based on the latest Deed of
Amendment is as follows:
Board of Commissioners
Main Commissioner : Jessica Kusuma
Commissioner : Ilham Djaja
Independent Commissioner : Heriyadi
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
Director : Tungga Wijaya
6) Company Financial Information
The table below illustrates the summary of PTMR's consolidated financial
data: (i) as of December 31 for the period ended in 2024 audited by KAP
Kanaka Puradiredja, Suhartono, Independent Public Accountant, based on
Auditing Standards established by the Indonesian Institute of Public
Accountants (IAPI) with an unqualified opinion dated March 25, 2025, signed
by Helli IB Susetyo, CPA; (ii) as of September 30 for the period ended in
2025 audited by KAP Kanaka Puradiredja, Suhartono, Independent Public
Accountant, based on Auditing Standards established by the Indonesian
Institute of Public Accountants (IAPI) with an unqualified opinion dated
December 29, 2025, signed by Helli IB Susetyo, CPA.
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Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 143.775.377.160 159.592.481.736
Total Liabilities 55.598.228.470 60.397.809.378
Total Equity 88.177.148.690 99.194.672.359
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30,
2024
Net Sales 97.308.765.210 128.819.630.162
Gross Profit 25.594.536.047 36.305.830.299
Net Profit (Loss) for (10.503.915.995) 6.887.304.070
the Current Period
C. Affiliate Relationships and the Nature of Conflicts of Interest
There is an affiliate relationship between the Company and PTMP where PTMP is
the controller of the Company.
The selection of affiliated parties was based on time and cost efficiency, as well as
certainty of execution, given that the Company has a thorough understanding of the
risk profile and operations of the assets being transacted. The Company affirms that
the entire transaction was executed in accordance with the arm's length principle and
in accordance with the Independent Appraiser's (KJPP) report to ensure the
protection of the interests of public shareholders and the sustainability of the
Company's future financial condition.
Furthermore, the Asset and Liability Sale Transaction has the potential to constitute a
Conflict of Interest Transaction as referred to in POJK 42/2020 because it is carried
out in connection with the sale of PT Mitra Pack Tbk's shares in the Company to
Deep Source Pte. Ltd.
D. Transaction Value
The transaction value for the sale of assets and liabilities is Rp 102.184.994.617 (one
hundred two billion one hundred eighty four million nine hundred ninety four thousand
six hundred and seventeen rupiah) as stated in the Master Agreement dated January
23, 2026.
Brief description of Asset and Liability Sale Transactions
1) Party
Buyer : PTMP
Seller : Company
2) Sale and Purchase Agreement
Master Agreement dated January 23, 2026.
3) Prerequisite
All corporate approvals and consents required for the Company and PTMP,
including but not limited to obtaining approval from the Independent General
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Meeting of Shareholders of the Company and PTMP for the Sale of Assets and
Liabilities Transaction.
4) Applicable Law and Dispute Resolution
Applicable law: the laws of the Republic of Indonesia
Dispute Resolution: South Jakarta District Court
2. SLN Acquisition Transaction
A. Transaction Object
The object of the transaction is 68.600 (sixty eight thousand six hundred rupiah)
shares or 49,00 % (forty nine percent) of all issued and fully paid-up capital in SLN.
The following is information regarding SLN:
1) A Brief History of SLN
PT Samudera Layar Nusantara (―SLN‖) was established based on Notarial Deed
No. 7 dated August 28, 2022, by Robert Prasetia Mulia, SH, MKn., a Notary in
Cirebon. The deed of establishment has been approved by the Minister of Law
and Human Rights of the Republic of Indonesia through Decree No. AHU-
0171875.AH.01.11 of 2022 dated August 31, 2022.
The Company's Articles of Association have been amended several times, most
recently by Notarial Deed No. 03 dated June 20, 2025, issued by Robert Prasetia
Mulia, SH, M.Kn., a notary in Cirebon Regency, regarding changes to the
composition of shareholders, the composition of commissioners, and directors.
These changes have been accepted and recorded in the Legal Entity
Administration System of the Ministry of Law and Human Rights of the Republic
of Indonesia in Letter
No. AHU-0137649.AH.01.11.Year 2025, dated June 20, 2025.
2) SLN Address
The company is domiciled at Gold Coast Office Tower Liberty Floor 21 Unit D,
Pantai Indah Kapuk, Kamal Muara, Penjaringan, North Jakarta Administrative
City, DKI Jakarta.
3) SLN Business Activities
The company operates in the field of domestic sea transportation for goods,
including sea transportation rental businesses and operators.
4) Capital Structure and Shareholder Composition of SLN
Based on the Deed of Statement of Decision of Shareholders of PT Samudera
Layar Nusantara No. 03 dated June 20, 2025 from Robert Prasetia Mulia, SH,
M.Kn., notary in Cirebon Regency which has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia based on Decree No. AHU-
0137649.AH.01.11.Tahun 2025, dated June 20, 2025. The capital structure and
composition of SLN shareholders are as follows:
Nominal Value of Rp1.000.000,00 per share
Information Number of Amount (Rp) (%)
Shares
Authorized capital 140.000 140.000.000.000
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Shareholders:
- PT Prima Dharma 71.400 71.400.000.000 51,00 %
Karsa
- Mr. Darmawan 68.600 68.600.000.000 49,00 %
Wangsa
Amount of Issued and
140.000 140.000.000.000 100,00%
Fully Paid-Up Capital
Shares in Portfolio - -
5) Board of Directors and Commissioners
The composition of the Board of Directors and Board of Commissioners of SLN at
the time this information disclosure was published based on the latest Deed of
Amendment is as follows:
Board of Commissioners
Commissioner : Wang Jinge
Board of Directors
Director : Darmawan Wangsa
6) Financial Information
The table below illustrates the summary of SLN's important financial data : (i) as
of December 31 for the period ended in 2024 audited by KAP Anwar and
Partners, Independent Public Accountants, based on Auditing Standards
established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion dated November 26, 2025, signed by Soaduon Tampubolon;
(ii) as of September 30 for the period ended in 2025 audited by KAP Anwar and
Partners, Independent Public Accountants, based on Auditing Standards
established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion dated November 26, 2025, signed by Soaduon Tampubolon.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 171.853.242.363 152.794.867.717
Total Liabilities 1.485.843.103 2.092.464.831
Total Equity 170.367.399.260 150.702.402.886
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Income 57.577.635.877 21.736.884.591
Gross Profit 21.399.546.963 3.599.567.616
Net Profit (Loss) for the 19.661.877.515 (295.545.174)
Current Period
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B. Parties involved Transactions
Buyer : Company
Seller : Darmawan Wangsa
The following is information regarding the Seller and Buyer in the SLN Acquisition
Transaction:
A) Seller Information
Darmawan Wangsa was born in Henan on March 20, 1963 , is an Indonesian
citizen, residing at Pantai Mutiara Block AG No. 10, RT 008, RW 016, Pluit
Village, Penjaringan District, North Jakarta Administrative City, DKI Jakarta
Province , and is a Director at PT Samudera Layar Nusantara.
B) Buyer Information
Information related to the buyer is as stated in Chapter III number 1 letter B of
this Information Disclosure.
C. Affiliate Relationships and the Nature of Conflicts of Interest
There is no affiliation between the Company and Darmawan Wangsa. However, the
SLN Acquisition Transaction is a transaction that has the potential to involve a
conflict of interest. because it was carried out in connection with the sale of PT Mitra
Pack Tbk shares in the Company to Deep Source Pte. Ltd.
This Conflict of Interest Transaction was conducted as part of a business
restructuring to improve operational efficiency and strengthen the Company's
financial structure. Compared to transacting with a third party, selecting an affiliated
party provides greater execution certainty and cost efficiency as it is part of the
strategic plan for Deep Source Pte. Ltd. to become a shareholder.
The Company confirms that the entire series of transactions are carried out based on
the principle of fairness (arm's length) referring to the KJPP assessment, so that the
conditions received by the Company are not less favorable than transactions with
non-affiliated parties in order to continue to protect the interests of public
shareholders..
D. Transaction Value
The transaction value for the acquisition of 49,00% (forty-nine percent) of SLN’s
shares, as stipulated in the SLN Acquisition CSPA dated January 7, 2026, amounts
to Rp89.518.000.000 (eighty-nine billion five hundred eighteen million Rupiah).
Brief description of CSPA Acquisition of SLN
1) Party
PT Master Print Tbk (Buyer)
Darmawan Wangsa (Seller)
2) Acquisition Purchase Agreement (CSPA)
The Seller agrees, immediately after fulfilling all the conditions as referred to in
the SLN Acquisition CSPA, to sell and transfer to the Buyer, and the Buyer
agrees to purchase and accept the delivery of 49.00% of Darmawan Wangsa
shares (― Sold Shares ‖) from the Seller along with all rights and benefits
attached thereto, free from all claims and guarantees (― Transaction ‖).
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The Seller and Buyer agree that the Transaction will be carried out with a total
sale and purchase price of the Shares Sold of Rp. 89,518,000,000 ( eighty-nine
billion five hundred and eighteen million rupiah ) (― Transaction Price ‖).
The Seller and Buyer agree that for the settlement Transaction, the Parties will
make and sign a deed regulating the sale and purchase and transfer of rights to
all Shares Sold before a notary (" Share Sale and Purchase Deed ") no later
than 1 (one) Working Day after all Prerequisites have been fulfilled ("
Settlement ").
3) Prerequisite
All approvals, reporting and announcements required for PT Master Print Tbk,
SLN and Tn.Darmawan Wangsa, including but not limited to obtaining approval
from the Independent General Meeting of Shareholders of PT Master Print Tbk
for the SLN Acquisition Transaction.
4) Applicable Law and Dispute Resolution
Applicable law: the laws of the Republic of Indonesia
Dispute Resolution: South Jakarta District Court
3. Transaction Plan Conclusion
A. Asset and Liability Sale 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 Sales
Transaction will potentially exceed 50% (fifty percent) of the Company's equity, this
can be seen from the following table:
Expressed in full Indonesian Rupiah
Asset and Liability Sale
Description PTMR (Rp) Percentage Threshold Analysis Results
Transaction Value(Rp)
Including material transactions that require
Equity 88.177.148.690 102.184.994.617 115,89% >20%
GMS approval
Source: Audited Financial Statements as of September 30, 2025.
Furthermore, in accordance with the provisions in Article 3 paragraph (1) in
conjunction with Article 6 paragraph (1) letter d number 1 in conjunction with Article 14
letter a POJK 17/2020 , the Asset and Liability Sale Transaction is a material
transaction whose value exceeds 50% (fifty percent) of the Company's equity, and is
an affiliated transaction because PT Mitra Pack Tbk is an affiliate of the Company.
The Asset and Liability Sale Transaction also has the potential to constitute a Conflict
of Interest Transaction as referred to in POJK 42/2020 because it is carried out in
connection with the sale of PT Mitra Pack Tbk's shares in the Company to Deep
Source Pte. Ltd. Therefore, the Company will hold an Independent GMS to obtain
approval from Independent shareholders regarding the planned implementation of the
Asset and Liability Purchase Transaction and fulfill all provisions of material
transaction procedures , affiliated transactions and conflict of interest transactions as
regulated in POJK 17/2020 and POJK 42/2020.
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B. SLN Acquisition Transaction
In connection with the SLN Acquisition Transaction plan and in accordance with the
provisions in Article 3 paragraph at (1) jo. Article 6 paragraph (1) letter d number 1 jo.
Article 14 letter a POJK 17/2020 , the SLN Acquisition Transaction is a material
transaction whose value exceeds 50% (fifty percent of the Company's equity) , this is
presented in the following analysis table:
Expressed in full Rupiah
Transaction Value
Description PTMR (Rp) SLN (Rp) Percentage Threshold Analysis Results
(Rp)
Including material transactions that require
Equity 88.177.148.690 170.367.399.260 89.518.000.000 101,52% >20%
GMS approval
Including material transactions that require
Total Assets 143.775.377.160 171.853.242.363 - 119,53% >50%
GMS approval
Including material transactions that require
Net Sales 97.308.765.210 57.577.635.877 - 59,17% >50%
GMS approval
Net Income (10.503.915.995) 19.661.877.515 - -187,19% >50% Including material transactions
Source: Audited Financial Statements as of September 30, 2025.
Furthermore, the SLN Acquisition Transaction is a transaction that has the potential to
contain a conflict of interest because it is carried out in connection with the sale of PT
Mitra Pack Tbk's shares in the Company to Deep Source Pte. Ltd. mTherefore, the
Company will hold an Independent GMS to obtain approval from Independent
shareholders regarding the planned implementation of the SLN Acquisition
Transaction and fulfill all procedural requirements. material transactions and conflict of
interest transactions as regulated in POJK 17/2020 and POJK 42/2020 .
Furthermore, the SLN Acquisition Transaction does not constitute a material
transaction that disrupts business continuity, as referred to in Article 3 paragraph (1) in
conjunction with Article 6 paragraph (1) letter d number 1 in conjunction with Article 14
letter c of POJK 17/2020. This is presented in the following analysis:
A.Net Sales Analysis Amount (Rp) B. Net Profit (loss) Analysis Amount (Rp)
PTMR’s Revenue before Acquisition 97.308.765.210 PTMR's Net Profit (loss) before Acquisition (10.503.915.995)
100% revenue of SLN 57.577.635.877 100% Net Profit (loss) of SLN 19.661.877.515
PTMR's Revenue after 49% Acquisition PTMR's Net Profit (loss) after 49%
28.213.041.580 9.634.319.982
SLN acquisition SLN
Difference in Increase (Decrease) in Difference in Increase (Decrease) in Net
Revenue After and Before the SLN 69.095.723.630 Profit (loss) After and Before the SLN 20.138.235.977
Acquisition Acquisition
Revenue Variance (%) -71,0% Net Profit (loss) Variance (%) 191,7%
Source: Audited Financial Statements as of September 30, 2025.
Based on the analysis above, the Company's proforma revenue after the SLN
acquisition does not experience a decrease of 80% or more, and this transaction does
not cause the Company to record a net loss. The Company shall comply with all
provisions regarding material transaction procedures and conflicts of interest as
regulated under POJK 17/2020 and POJK 42/2020.
IV. STRUCTURE BEFORE AND AFTER THE TRANSACTION PLAN
A. Structure before Transaction Plan
Ardi Kusuma PT Mitra Pack Publik
Tbk
0,77% 76,42% 22,81%
Perseroan
99,00%
GPK
Aset Tetap
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PT Prima Dharmawan
Dhama Perkasa Wangsa
51,00% 49,00%
PT Samudera
Layar Nusantara
B. Structure after Transaction Plan
Pemegang Publik
Saham Founder
74,76% 25,24%
Deep Source Publik PT Mitra Pack
Pte. Ltd.* Tbk
77,19% 22,81%
PT Prima Perseroan
Dhama Perkasa
51,00% 49,00%
Aset Tetap
99,00%
PT Samudera GPK
Layar Nusantara
*Note: At the same time as the Proposed Transaction, the Company will be taken
over by Deep Source Pte. Ltd.
V. INDEPENDENT PARTIES INVOLVED IN THE PLANNING TRANSACTION
The Company has appointed KJPP Syarif, Endang and Rekan as an independent appraiser
to assess the shares of SLN, PT Global Putra Kusuma ("GPK"), and the Company's assets.
The independent appraiser declares that it has no direct or indirect affiliation with the
Company under the Capital Market Law.
A. SLN Acquisition Transaction
The following is a summary of the stock valuation report for SLN as stated in the report
No. 00004/2.0113-03/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 and SLN.
2. Assessment Object
The object of assessment is 49,00% of SLN shares
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3. Assessment Objectives
The purpose of the Valuation of SLN shares is to provide an opinion on the fair market
value as of September 30, 2025 of 49,00% of SLN shares, expressed in Rupiah, which
will then be used by the Company in calculating the SLN Acquisition Transaction.
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the
Appraiser uses in connection with the value conclusion, including:
- The Assessment Report we produce is a non-disclaimer opinion;
- We have reviewed the documents used in the Assessment process;
- The data and information obtained comes from external and internal sources
which we believe to be accurate;
- We use adjusted financial projections that reflect the reasonableness of the
financial projections made by management in light of its fiduciary duty;
- We are responsible for the implementation of the Assessment and the fairness of
the adjusted financial projections;
- We produce Valuation Reports that are open to the public, unless there is
confidential information that could affect the company's operations;
- We are responsible for the Valuation Report and the Value conclusion; and
- We have obtained information on the legal status of the Assessment object from
the assignor.
5. Assessment approaches and methods
The Appraiser used two Approaches in the SLN Share Valuation. The Appraiser used
two approaches in determining the Market Value of 49,00% of SLN shares: the Income
Approach with the Discounted Cash Flow (―DCF‖) method and the Asset Approach
with the Excess Earnings Method (―EEM‖).
6. Conclusion of value
This valuation was conducted with reference to the Indonesian Valuation Code of
Ethics, the Indonesian Valuation Standards of the Indonesian Society of Appraisers
(MAPPI), and OJK Regulation No. 35/POJK.04/2020. The appraiser used common
approaches and methods in conducting studies and analyses of various relevant data
and information, with the condition that the fundamental assumptions underlying the
valuation study and analysis are met. Through various considerations of objectivity and
fairness of a value, the Appraiser is of the opinion that the Market Value of 49 ,00% of
SLN shares on September 30, 2025 is:
Rp 89.518.000.000,-
(Delapan Puluh Sembilan Miliar Lima Ratus Delapan Belas Juta Rupiah)
The value that the Appraiser produces is the result of calculations from the Income
Approach with the Discounted Cash Flow (―DCF‖) method and the Asset Approach
with the Excess Earning Method (―EEM‖).
This method takes into account all related components that influence the value, so that
according to the Appraiser the resulting value is the value that is closest to the fairness
of the share price on the market.
B. Asset and Liability Sale Transactions
B.1 Valuation of GPK Shares
The following is a summary of the share assessment report for GPK as outlined in the
report No. 00003/2.0113-03/BS/05/0340/1/I/2026January 7, 2026:
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1. Identity of the Party
The parties involved in this planned transaction are the Company and PTMP.
2. Assessment Object
The object of assessment is 99.00% of GPK shares.
3. Assessment Objectives
The purpose of the Valuation of GPK shares is to provide an opinion on the fair market
value as of September 30, 2025 of 99.00% of GPK shares, expressed in Rupiah,
which will then be used by the Company in calculating the Asset and Liability Sales
Transaction.
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the
Appraiser uses in connection with the value conclusion, including:
- The Assessment Report we produce is a non-disclaimer opinion;
- We have reviewed the documents used in the Assessment process;
- The data and information obtained comes from external and internal sources
which we believe to be reliable in terms of accuracy;
- We use adjusted financial projections that reflect the reasonableness of the
financial projections made by management in light of its fiduciary duty;
- We are responsible for the implementation of the Assessment and the fairness of
the adjusted financial projections;
- We produce Valuation Reports that are open to the public, unless there is
confidential information that could affect the company's operations;
- We are responsible for the Valuation Report and the Value conclusion; and
- We have obtained information on the legal status of the Assessment object from
the assignor.
5. Assessment approaches and methods
The Appraiser uses two Approaches used in the GPK Share Valuation. The
Appraiser's approach in determining the Market Value of 99.00% of GPK shares is the
Income Approach with the Discounted Cash Flow (―DCF‖) method and the Market
Approach with the Guideline Publicly Traded Company Method (―GPTC‖).
6. Conclusion of value
This valuation was conducted with reference to the Indonesian Valuation Code of
Ethics, the Indonesian Valuation Standards of the Indonesian Society of Appraisers
(MAPPI), and OJK Regulation No. 35/POJK.04/2020. The Appraiser uses common
approaches and methods in conducting studies and analyses of various relevant data
and information, with the condition that the fundamental assumptions underlying the
valuation study and analysis are met. Through various considerations of objectivity and
fairness of a value, the Appraiser is of the opinion that the Market Value of 99.00% of
GPK shares on September 30, 2025 is:
Rp 29.601.000.000.-
(Twenty Nine Billion Six Hundred and One Million Rupiah)
The value that the Appraiser produces is the result of calculations from the Income
Approach using the Discounted Cash Flow (―DCF‖) method and the Market Approach
using the Guideline Publicly Traded Company Method (―GPTC‖).
This method takes into account all related components that influence the value, so that
according to the Appraiser the resulting value is the value that is closest to the fairness
of the share price on the market.
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B.2 Valuation of Company Assets
The following is a summary of the Company's asset valuation report as stated in report
No. 00007/2.0113-01/PI/05/0518/1/I/2026 tanggal 6 January 2026:
1. Identity of the Party
The parties involved in this transaction plan are the Company and PTMP.
2. Assessment Object
The objects of assessment in this transaction plan are as follows:
Assessment
No Ownership Location
Object
1 Land and SHGB NIB: Central Industrial Park Complex, Omega Block
Warehouse 12.10.000036732.0 and No. 22-23, Kemiri Village, Sidoarjo District,
Building (2 units) 12.10.000037143.0 with a Sidoarjo Regency, East Java Province.
2
Total Area of: 1,000 m and
a Total Building Area of: 748
2
m
2 Shophouse SHGB No. 5325 and 5330 Pangeran Jayakarta Street, Prima Jayakarta
2
with a total area of 61 m Complex Block C No. 15, South Mangga Dua
2
and building area of 178 m Village, Sawah Besar District, Central Jakarta
Administrative City, Special Capital Region of
Jakarta Province.
3 Vehicles and Tangerang area, Banten Province, in Serang,
Heavy Equipment Banten Province, in Jakarta, DKI Jakarta
Province and Sidoarjo, East Java Province.
4 Packaging Tangerang area, Banten Province, in Serang,
Machines Banten Province, in Jakarta, DKI Jakarta
Province and Sidoarjo, East Java Province.
5 Office Inventory Tangerang area, Banten Province, in Serang,
and Equipment Banten Province, in Jakarta, DKI Jakarta
Province and Sidoarjo, East Java Province
6 Packaging Tangerang area, Banten Province, in Serang,
Equipment Banten Province, in Jakarta, DKI Jakarta
Supplies Province and Sidoarjo, East Java Province
3. Assessment Objectives
the Company's property/asset shares is to provide an opinion on the fair market value
as of September 30, 2025, expressed in Rupiah, which will then be used by the
Company in calculating the Asset and Liability Sales Transaction .
4. Assumptions, Special Assumptions, Special Conditions and Disclosures
A. Assumptions and Special Assumptions
In this assessment there are several assumptions and special assumptions that the
Appraiser uses in connection with the value conclusion, including:
- The property is assessed as having no legal problems and that the ownership
rights are valid ( free and clear ) and can be marketed.
- In this assessment, the Assessor assumes that the documents related to the
object of assessment are correct.
- The appraiser assumes that the copies of the certificate/legality, BPKB, and
invoice received from the Company are correct in accordance with the original
files.
- The location designation by the Company or its representative, the Appraiser
assumes, is truly the object of the assessment.
- The appraiser assumes that the object of assessment indicated by the Company
is correct. If it turns out that the object of assessment indicated by the Company
is not appropriate, then this assessment is not valid and must be reviewed.
- The appraiser uses the land area listed on the certificate, obtained and agreed
upon by the Company and the appraiser assumes it is correct.
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- The assessment of Packaging Machines is assessed ex situ and as piecemeal
as part of a non-operational business.
- This assessment assumes that the vehicles, heavy equipment, and packaging
machinery being assessed are in good condition and functioning properly. We
recommend using experts to inspect the condition of the vehicles, heavy
equipment, and packaging machinery.
- The appraiser verifies the location and boundaries of the land within the limits of
the appraiser's capabilities.
The appraiser applies special assumptions in valuing property/assets, namely:
- Considering that the assessment was conducted retrospectively for September
30, 2025, while the physical inspection was conducted on November 12-13,
2025, we assume that the physical condition and characteristics of the object
being assessed at the time of the inspection are not significantly different from
the condition of the object on the assessment date. Therefore, the observations
from the inspection results are considered to represent the condition of the object
as it existed as of September 30, 2025.
- Based on the information provided in the Depth Level of Investigation, there are
limitations to conducting direct inspections of some vehicles that are currently in
use. Therefore, the inspection of the vehicle unit is carried out indirectly by
referring to information provided by the Company in the form of photographic
documentation. Verification regarding the condition of the unit is carried out
based on documentation received from the Company and has been verified by
the Appraiser within the limits of the Appraiser's capabilities. If the condition of
the vehicle does not match the information provided, then this assessment is
invalid and must be reviewed.
- Likewise regarding the limitations to conduct direct inspections of some of the
Packaging Machines currently in the Third Party company, namely the TY 701-
120, SA 316, and TY 701-120 L Seal Bar Machines. Therefore, inspections of
the machine units were carried out indirectly by referring to information regarding
the specifications and conditions of the machines provided by the Assignor and
verification in the form of direct surveys (sampling) of similar machines that we
carried out at the warehouse/office location of PT. Master Print, Tbk. Verification
regarding the condition of the unit was carried out based on information received
from the Company and has been verified by the Appraiser with the limitations of
the Appraiser's capabilities. If the condition of the machine does not match the
information provided, then this assessment is not valid and must be reviewed.
- Inspection of Inventory and Office Equipment and Packaging Equipment
Supplies is conducted by sampling method from the population of items that are
the object of assessment as stated in the list provided by the Company in
Statement Letter No. 57/DIR-SP/X/2025-A. Sampling of Inventory and Office
Equipment and Packaging Equipment Supplies items is determined according to
the group/type of item. We assume that this can represent the population as a
whole, which we have verified within the limits of the Appraiser's capabilities. If
the condition of Inventory and Office Equipment and Packaging Equipment
Supplies does not match the information provided, then this assessment is not
valid and must be reviewed.
- This assessment was conducted with due care and adherence to applicable
professional standards. The appraiser is not responsible for the accuracy of the
information provided by the Company if there are significant differences from
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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 of SHGB No. 5330. We obtained information regarding the situation
image of the land plot from the verification results of the SHGB Copy No. 5325
and checks via the Sentuh Tanahku application and the ATR/BPN website. We
have also confirmed this with the Company.
- In the Ruko/Rukan Assessment, the object of assessment is connected via a
connecting door on each floor of the building with the shophouse on the south
side (Unit C-12) which is reported to still be under the same ownership as the
shophouse unit of the object of assessment (Unit C-15). On each floor of the
asset building there are stairs, but access to the 2nd and 3rd floors of the
building can only be accessed from Unit C-12 because the stairs on the asset
have been closed.
5. Assessment Approaches and Methods
The selection of the method in the assessment is highly dependent on the object being
assessed, as well as the availability of data in the field. Considering the type of
Assessment Object, namely Land and Warehouse Buildings (2 units), Shophouses,
Vehicles and Heavy Equipment, Packaging Machines, Office Inventory and
Equipment, and Packaging Equipment Supplies and referring to the purpose and
objectives of the assessment, in accordance with OJK Regulation No.
28/POJK.04/2021 – Chapter X and OJK Circular Letter No. 33/SEOJK.04/2021 –
Chapter III, concerning the Assessment Approach, Assessment Method and
Assessment Procedure , in this assessment we describe the assessment approach as
follows:
Market
No Property Type Address Cost Approach
Approach
Central Industrial Park Complex, Omega Block No.
Land and Warehouse
1 22-23, Kemiri Village, Sidoarjo District, Sidoarjo V V
Building (2 units)
Regency, East Java Province.
Pangeran Jayakarta Street, Prima Jayakarta
Complex Block C No. 15, South Mangga Dua
2 Shophouse/Shophouse Village, Sawah Besar District, Central Jakarta V V
Administrative City, Special Capital Region of
Jakarta Province.
Tangerang area, Banten Province, in Serang,
Vehicles and Heavy
3 Banten Province, in Jakarta, DKI Jakarta Province V V
Equipment
and Sidoarjo, East Java Province.
Tangerang area, Banten Province, in Serang,
4 Packaging machines Banten Province, in Jakarta, DKI Jakarta Province V V
and Sidoarjo, East Java Province.
Tangerang area, Banten Province, in Serang,
Office Inventory and
5 Banten Province, in Jakarta, DKI Jakarta Province V V
Equipment
and Sidoarjo, East Java Province.
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Tangerang area, Banten Province, in Serang,
Packaging Equipment
6 Banten Province, in Jakarta, DKI Jakarta Province V V
Inventory
and Sidoarjo, East Java Province.
6. Conclusion of value
By using customary valuation methods, and taking into account all factors as stated in
this report and based on the applicable assumptions and limitations, the Appraiser is of
the opinion that the Market Value of the above assets as of September 30, 2025 is as
large as:
Rp 26.758.966.500,-
(Twenty Six Billion Seven Hundred Fifty Eight Million Nine Hundred Sixty Six
Thousand Five Hundred Rupiah)
The value the appraiser produces is the result of calculations using the Market
Approach and the Cost Approach. The Market Value of the Assets above is the sum of
the Market Values of all assets that are the Object of the Appraisal.
This method takes into account all related components that influence the value, so that
according to the Appraiser , the resulting value is the value closest to the fairness of
the asset price in the market.
VI. SUMMARY OF INDEPENDENT PARTY OPINIONS REGARDING THE PLANNING
TRANSACTION
In accordance with the provisions of Article 22 paragraph 1 letter (b) POJK 17/2020, the
Company has appointed Independent Appraisers registered with the OJK, namely KJPP
Ihot, Dollar and Raymond as independent appraisers to provide a fairness opinion on the
Proposed Transaction. The independent appraisers state that they have no direct or indirect
affiliated relationship with the Company under the Capital Market Law.
The following is a summary of the fairness opinion Planned Transaction by the Company as
stated in the report No. 00003/2.0110-00/BS/05/0113/1/I/2026 dated 23 January 2026:
1. Identity of the Parties
A. Assets and Liabilities Sale Transaction
The parties involved in this proposed transaction are the Company, GPK, and PTMP.
B. SLN Acquisition Transaction
The parties involved in this proposed transaction are the Company, SLN, and Mr.
Darmawan Wangsa (―DW‖).
2. Transaction Objects
A. Assets and Liabilities Sale Transaction
The object of the fairness opinion is the proposed sale of the Company's assets and
liabilities, including the sale of a 99% stake in PT Global Putra Kusuma to an affiliated
party, namely PT Mitra Pack Tbk, with a transaction value of Rp102.184.994.617.
B. SLN Acquisition Transaction
The object of the fairness opinion is the proposed acquisition of a 49% stake in SLN
and the change of the Company's business activities into a holding company in
connection with the SLN share purchase, with a transaction value of Rp
89.518.000.000.
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3. The purpose of providing a fairness opinion
The purpose of providing a fairness opinion rencana transaksi is to comply with Financial
Services Authority Regulation Number 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities dan Peraturan Otoritas Jasa Keuangan
Nomor 42/POJK.04/2020 tentang Transaksi Afiliasi dan Bentuaran Kepentinganto provide
an opinion on the Market Value of the Company's Shares.
4. Assumptions and Limiting Conditions
In preparing this fairness opinion, there are several assumptions and limiting conditions
that the Appraiser uses in connection with the conclusion of the fairness opinion,
including:
- The appraisal report produced by the appraiser is a non-disclaimer opinion;
- The Appraiser has conducted a review of the data and information used in the
valuation process, as prepared by the Company's management.
- The data and information obtained are derived from sources whose accuracy is
reliable.
- The Appraiser utilizes adjusted financial projections that reflect the fairness of the
financial projections prepared by management, considering their achievability
(fiduciary duty).
- The Appraiser is responsible for the conduct of the valuation and the fairness of the
adjusted financial projections presented in this fairness opinion report.
- The Appraiser produces a fairness opinion report that is open to the public, except
for confidential information that may affect the company's operations.
- The Appraiser is responsible for the fairness opinion report and the valuation
conclusions reached.
- The Appraiser has obtained information regarding the legal status of the valuation
object from the Company.
5. Assessment approaches and methods
The appraiser uses four approaches to provide a Fairness Opinion on the Company's
Proposed Transaction. The approaches and methods used are:
a. Transaction Analysis
i) The parties involved in
A. Assets and Liabilities Sale Transaction:
PT PT Mitra Pack Tbk as the buyer;
PT Master Print Tbk as the seller.
B. Transaction Acquisition SLN:
PT Master Print Tbk as the purchaser;
Mr. Darmawan Wangsa as the seller.
ii) Relationship between Parties Who Will Conduct the Transaction.
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PTMP is a shareholder of the Company. Jessica Kusuma serves as the
President Commissioner of the Company and PTMP, as well as a
Commissioner of GPK. Ilham Djaja serves as a Commissioner of the
Company and GPK, and as a Director of PTMP. Ardi Kusuma serves as the
President Director of the Company and PTMP, and as the President
Commissioner of GPK. Cindy Kusuma and Edward Kusuma serve as
Directors of the Company, PTMP, and GPK. Tungga Wijaya serves as a
Director of the Company, a Commissioner of PTMP, and the President
Commissioner of GPK.
iii) Benefits and Risks of Planned Transaction
The benefits of executing the Planned Transaction are to enhance the
Company's business prospects by leveraging business opportunities and
changing business activities to expand market share, increase revenue, and
strengthen competitive advantage. Furthermore, implementing business
activities in the holding sector allows the Company to operate a more structured
business model, focusing on the management and development of subsidiaries
as an investment portfolio.
The execution of the Planned Transaction also provides added value for
shareholders and stakeholders through the enhanced implementation of good
corporate governance, revenue growth, improved financial performance, and the
potential for sustainable dividend distributions.
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As for the risks associated with this Planned Transaction, with the change in the
business model to a holding company, the Company's financial performance will
depend on the contribution of operational performance and the ability of
subsidiaries to generate profits and distribute dividends. Furthermore, the
divestment of operational assets as part of the change in business activities
potentially creates liquidity and asset concentration risks, particularly if the
acquired entity does not perform according to the set targets, which could result
in the Company no longer having a primary revenue source to sustain its
financial condition.
iv) Effect of the Planned Transaction on the Company's Finances
Based on the analysis of the Company’s Proforma Consolidated Financial
Information as of September 30, 2025, which has been reviewed by the Public
Accounting Firm Kanaka Puradiredja, Suhartono, the Planned
Transaction results in an increase in the Company's total assets by Rp
44.702.883.566 and total equity by Rp 98.815.268.933, as well as a decrease in
total liabilities by Rp 54.112.385.367
v) Liquidity
Based on the Company’s liquidity from 2022 to September 30, 2025, the current
ratio ranged between 1,63 and 2,74, while the quick ratio ranged between 1,01
and 1,46. Based on these historical liquidity ratios, the Company possesses a
solid liquidity capacity as its total current assets exceed the short-term liabilities
that must be met in the near term.
b. Quantitative and Qualitative Analysis of Planned Transaction
i) Quantitative Analysis
Based on the incremental analysis, with the execution of the Planned
Transaction, the added value of the Company’s total assets is projected to
experience a Compound Annual Growth Rate (CAGR) of approximately 13,94%,
or reach Rp 285.212.157 thousand by 2030, compared to the Company’s total
assets as of September 30, 2025, which amounted to Rp143.775.377 thousand.
Without the Planned Transaction, the Company’s total assets are projected to
experience a CAGR of approximately 9,19%, reaching Rp 228.107.491 thousand
by 2030.
With the Planned Transaction, the Company’s total liabilities are projected to
experience a negative CAGR of approximately 47,91%, reaching Rp 1.811.606
thousand by 2030, compared to the Company’s total liabilities as of September
30, 2025, which amounted to Rp 55.598.228 thousand. Without the Planned
Transaction, the Company’s total liabilities are projected to experience a CAGR
of approximately 6,27%, reaching Rp 76.500.638 thousand by 2030.
Furthermore, the Company’s total equity is projected to experience a CAGR of
approximately 24,91%, reaching Rp 283.400.551 thousand by 2030, compared
to the Company’s total equity as of September 30, 2025, which amounted to Rp
88.177.149 thousand. Without the Planned Transaction, the Company’s total
equity is projected to experience a CAGR of approximately 10,87%, reaching Rp
151.606.853 thousand by 2030.
ii) Qualitative Analysis
Based on the rationale for the transaction, the qualitative benefits of the
acquisition for the Company include enhancing the Company's financial
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performance through promising business prospects. Through the acquisition,
strategic synergies can be created between the Company and its subsidiaries to
focus on managing new business activities in the sea transportation sector. The
Company will hold full control over SLN and will be able to consolidate SLN's
financial statements. Furthermore, the acquisition enables product and service
development through the subsidiary’s business, which can open opportunities for
new revenue streams.
The qualitative disadvantages of this transaction include the execution costs
associated with the Planned Transaction that must be incurred, as well as the
fact that revenue from the packaging business will no longer be obtained
thereafter (however, this will be replaced by holding business revenue from the
subsidiary in the sea transportation sector, thus ensuring no impact on going
concern).
c. Analysis of the fairness of value Planned Transaction
i) Value Analysis of the Planned Transaction
A. Assets and Liabilities Sale Transaction
As stipulated in the Master Agreement between the Company and PTMP
dated January 23, 2026, the price for the sale of the Company's assets and
liabilities, including the sale of a 99% stake in GPK to be paid by PTMP to the
Company, is Rp 102.184.994.617.
Based on the Asset Valuation Report of the Company prepared by KJPP
Syarif, Endang dan Rekan with Report No. 00007/2.0113-
01/PI/05/0518/1/I/2026 dated January 6, 2026, which utilized the Market
Approach and Cost Approach, the Market Value of the Company's Assets
(inventory and fixed assets) as of September 30, 2025, was Rp
26.758.966.500.
Based on the Valuation Report of a 99% Stake in GPK prepared by KJPP
Syarif, Endang dan Rekan with Report No. 00003/2.0113-
03/BS/05/0340/1/I/2026 dated January 7, 2026, which utilized the Discounted
Cash Flow (DCF) method and the Guideline Publicly Traded Company
(GPTC) method, the Market Value of a 99% Stake in GPK as of September
30, 2025, was Rp 29.601.000.000.
For other asset accounts such as cash and bank, accounts receivable, other
receivables, prepaid expenses, advances, and right-of-use assets, the Book
Value as of September 30, 2025, of Rp 91.836.373.167 was utilized. For other
liability accounts such as short-term bank loans, accounts payable, other
payables, sales advances, accrued expenses, lease liabilities, consumer
financing payables, and employee benefit liabilities, the Book Value as of
September 30, 2025, of Rp 46.011.345.050 was utilized. Therefore, the Book
Value of the Company's Assets and Liabilities as of September 30, 2025, as
stated in the Master Agreement, is Rp 45.825.028.117.
It is observed that the transaction value for the sale of the Company's assets
and liabilities, including the sale of a 99% stake in GPK, is equivalent to the
market value of the appraised assets and shares; therefore, we are of the
opinion that the transaction value is fair.
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B. SLN Acquisition Transaction
As stipulated in the Share Purchase Agreement between the Company and
Mr. Darmawan Wangsa dated January 7, 2026, the price for the purchase of a
49% stake in SLN to be paid by the Company to Mr. Darmawan Wangsa is
Rp 89.518.000.000 (eighty-nine billion five hundred eighteen million rupiah).
Based on the Valuation Report of a 49% Stake in SLN prepared by KJPP
Syarif, Endang dan Rekan with Report No. 00004/2.0113-
03/BS/05/0340/1/I/2026 dated January 7, 2026, which utilized the Discounted
Cash Flow (DCF) method and the Excess Earnings Method (EEM), the
Market Value of a 49% Stake in SLN as of September 30, 2025, was Rp
89.518.000.000 (eighty-nine billion five hundred eighteen million rupiah).
It is observed that the transaction value for the purchase of the 49% stake in
SLN is equivalent to the market value of the appraised shares; therefore, we
are of the opinion that the transaction value is fair.
ii) Incremental and Profitability Analysis
The profitability and incremental analysis of the overall Planned Transaction is
conducted to assess the ability to generate positive revenue and profit for the
Company by comparing the Company’s financial projections (potential economic
benefits) before the execution of the Planned Transaction against those after the
execution of the Planned Transaction.
The following is the Company’s consolidated performance without the
occurrence of the Planned Transaction during the projection period of 2025–
2030:
(in thousands of IDR, unless otherwise stated)
Keterangan Okt-Des 2025 2026 2027 2028 2029 2030
TAset 142.258.944 155.390.349 175.747.784 204.503.070 212.705.750 228.107.491
hLiabilitas 53.540.068 57.155.659 61.410.604 6.619.061 71.325.852 76.500.638
eEkuitas 88.718.876 98.234.690 114.337.180 138.384.009 141.379.898 151.606.853
Pendapatan Usaha 32.436.255 149.206.773 171.587.789 197.325.958 187.459.660 215.578.609
Laba (Rugi) Usaha (236.410) 7.021.521 15.184.012 25.281.803 (1.788.910)7.405.181
f
Laba Periode Berjalan 19.210.820 10.417.762 16.931.111 24.958.311 3.998.520 11.329.849
oEBITDA 447.424 9.719.351 17.254.558 27.379.682 337.668 9.158.653
l*) EBITDA= Earning Before Interest Tax Depreciation Amortisation
l
owing is the Company’s consolidated performance with the occurrence of the
Planned Transaction during the projection period of 2025–2030:
(in thousands of IDR, unless otherwise stated)
Keterangan Okt-Des 2025 2026 2027 2028 2029 2030
BAset 174.754.717 190.135.538 207.164.952 229.307.575 256.539.221 285.212.157
aLiabilitas 1.535.352 1.597.745 1.642.508 1.700.288 1.802.537 1.811.606
sEkuitas 173.219.365 188.537.793 205.522.444 227.607.287 254.736.684 283.400.551
Pendapatan Usaha 19.754.138 105.355.400 124.089.787 150.915.886 193.901.118 199.873.454
eLaba (Rugi) Usaha 3.089.016 16.582.693 18.478.728 23.895.834 29.456.210 31.062.348
dLaba Periode Berjalan 2.851.966 15.318.428 16.984.651 22.084.843 27.129.397 28.663.867
EBITDA 4.661.373 22.922.833 25.016.718 30.641.671 36.404.896 38.213.883
on the incremental and profitability analysis of the overall Planned
Transaction above, the results indicate that the Planned Transaction to be
conducted by the Company possesses good prospects and profitability levels.
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iii) Analysis of Other Relevant Non-Financial Factors
To maintain the Company’s business continuity, the shareholders and
management are endeavoring to formulate strategic plans, including business
enhancement through the Planned Transaction.
The steps that have been and will be taken by the Company in connection with
the transition to the new business are as follows:
- Conducting a feasibility study on the Change of Business Activities for
Holding Company Activities (KBLI 64200), Head Office Activities (KBLI
70100), and Other Management Consultancy Activities (KBLI 70209) with
Report No. 00001/2.0113-03/BS-FS/05/0340/1/I/2025 dated January 13,
2026, by KJPP Syarif, Endang dan Rekan;
- Convening an Extraordinary General Meeting of Shareholders (EGMS)
regarding material transactions and affiliated transactions;
- Divesting the subsidiary, GPK, to the Company’s current parent entity,
PTMP;
- Acquiring the subsidiary, SLN, to support the Company’s new business
activities.
6. Conclusion of Fairness Opinion
This Fairness Opinion has been prepared to comply with the provisions of the Financial
Services Authority Regulation Number 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities and the Financial Services Authority
Regulation Number 42/POJK.04/2020 concerning Affiliated Transactions and Conflicts of
Interest, as well as in accordance with the Indonesian Code of Valuation Ethics, the
Indonesian Valuation Standards from the Indonesian Society of Appraisers (MAPPI), and
the Financial Services Authority Regulation Number 35/POJK.04/2020. The Appraiser
has utilized common approaches and methods in conducting studies and analyses of
relevant data and information, with the fulfillment of the underlying fundamental
assumptions.
Based on the transaction analysis, qualitative and quantitative analysis, transaction value
fairness analysis, and other relevant factors, the Appraiser is of the opinion that
the Planned Transaction, consisting of the sale of assets and liabilities and the acquisition
of a 49% shareholding in SLN by the Company, is fair.
This Fairness Opinion is valid as long as there are no changes that have a significant
impact on the transaction value, market and economic conditions, business and financial
conditions, and the regulations of the Government of the Republic of Indonesia between
the date of the report and the execution of the Planned Transaction.
VII. SUMMARY OF THE FEASIBILITY STUDY OF CHANGES IN BUSINESS ACTIVITIES
The Company has appointed KJPP Endang, Syarif, and Rekan as an independent appraiser
to conduct a feasibility study regarding the Company's plan to add a new KBLI. The
independent appraiser declares that it has no direct or indirect affiliation with the Company
under the Capital Markets Law.
The following is a summary of the report based on Report No. 00001/2.0113-03/BS-
FS/05/0340/1/I/2026 dated January 13, 2026:
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1. Purpose and objectives
The purpose and objective of this feasibility study is to provide a feasibility opinion on the
plan to add business activities, which is reviewed from various aspects, including: legal
aspects, market aspects, technical aspects, business pattern aspects, management
model aspects, and financial aspects in order to fulfill the provisions stipulated in POJK
17/2020.
2. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in preparing this feasibility study are:
- This feasibility study report is a non-disclaimer opinion.
- We have reviewed the documents used in the feasibility study.
- In preparing this feasibility study report, the assessor relies on the accuracy and
completeness of the information provided by the assignor or data obtained from
publicly available information and other information and research that we consider
relevant.
- The appraiser uses financial projections submitted by management to reflect the
reasonableness of the financial projections and their achievability (fiduciary duty).
- The appraiser is responsible for the implementation of the feasibility study and the
reasonableness of the adjusted financial projections.
- The reports produced are open to the public unless they contain confidential
information that could affect the company's operations.
- The assessor is responsible for the feasibility study report and the resulting
conclusions.
- The assessor has obtained information on the legal status of the feasibility study
object from the assignor.
3. Procedures Used
In preparing this Feasibility Study, the analysis was conducted based on Financial
Services Authority Regulation No. 35/POJK.04/2020, dated May 25, 2020 concerning the
Assessment and Presentation of Business Valuation Reports in the Capital Market,
Financial Services Authority Circular Letter No. 17/SEOJK.04/2020 concerning
Guidelines for the Assessment and Presentation of Business Valuation Reports in the
Capital Market, as well as the Indonesian Valuation Standards (SPI) Edition VII 2018
prepared by the Indonesian Appraisers Society (MAPPI) by taking into account the
Indonesian Appraisers Code of Ethics (KEPI), and related regulations, which include:
A. Market Feasibility Study
From the Market Feasibility Study, the maritime transportation industry in Indonesia
demonstrates strong prospects for sustainability, characterized by increased port
activity throughout 2025, a 0.45% rise in sea freight volume in September 2025, and
a 10.07% nationwide increase in vessel calls. The existence of 25 primary strategic
ports, particularly Tanjung Priok, Tanjung Perak, Makassar, and Belawan,
strengthens Indonesia’s maritime transportation network and supports the growth of
loading volumes and international shipping, indicating that vessel management as a
business unit possesses sustainable and strategic potential.
Currently, SLN focuses on providing cargo support for its parent company, PT Prima
Dharma Karsa, as well as serving third parties for various types of cargo, utilizing a
domestic sea transportation marketing strategy through a business-to-business
approach and integrated cargo service offerings.
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Considering the competitive conditions with similar business players in the industry, it
can be concluded that the Change of Business Activities is feasible from a market
feasibility perspective.
B. Technical Feasibility Study
From the Technical Feasibility Study, the capacity of the Company’s new business
activities as a holding company depends on management effectiveness, strategic
synergies among subsidiaries, resource optimization, and the ability to manage the
investment portfolio to achieve sustainable growth. In its operations, SLN owns and
operates three units of tugboats and barges, namely TB. Star Sejati 01/ BG. Victoria
3301, TB. Star Sejati 02/ BG. Victoria 3302, and TB. Star Sejati 05/ BG. Victoria
3303, each with a carrying capacity of 10,500 MT. According to management's
statement, SLN plans to add to its barge fleet as an expansion strategy to meet
future market demand.
In carrying out business activities under KBLI 64200, KBLI 70100, and KBLI 70209,
the Company implements a structured business model oriented towards the
management and development of subsidiaries, which includes identifying business
opportunities, preparing investment plans, executing collaborations or acquisitions,
as well as monitoring and evaluating subsidiary performance. SLN’s operational
processes encompass Shipping Instruction requests, vessel arrival, loading
processes, document finalization, vessel departure, and billing. Currently, SLN is
supported by two operational personnel, including one expert with over 20 years of
experience in the tugboat and barge sector, and is committed to enhancing employee
competence through continuous training programs to maximize the quality and
capacity of human resources.
Based on this technical analysis, it can be concluded that the Change of Business
Activities is feasible from a technical feasibility perspective.
C. Business Pattern Feasibility Study
From the Business Model Feasibility Study, the Company’s competitive advantage
regarding the planned change of business activities into a holding company lies in
the reduction of operating expenses and depreciation of printing machinery assets,
as well as capital allocation capabilities that allow for liquidity flexibility to reallocate
asset sale proceeds to business units with higher investment returns, namely SLN,
which possesses more stable cash flows in the domestic sea transportation sector.
The Company can also implement legal and financial separation between the parent
entity and subsidiaries, ensuring that operational risks and legal claims at the
subsidiary level do not directly impact the holding's assets, thereby providing
additional protection for public company investors. This change in business activities
allows management to focus on macro strategy, portfolio development, and
performance oversight, while daily operations are managed by subsidiary leadership,
making the Company more adaptive to expansion and diversification opportunities.
Furthermore, SLN possesses competitive advantages in the form of owning three
operational barge units, an operational track record with an established and loyal
customer base, a management team experienced in the industry, and the ability to
operate independently and sustainably without reliance on the Company’s daily
management. With these competitive advantages, the Company can create value
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through portfolio diversification, improved financial performance, and stability in
revenue and cash flow.
Based on this business model analysis, it can be concluded that the Change of
Business Activities is feasible from a business model feasibility perspective.
D. Management Model Feasibility Study
From the Management Model Feasibility Study, in this plan for the Change of
Business Activities, the Company will carry out a management and human resources
restructuring that encompasses the necessary finance, legal, and investment
management functions, without recruiting additional personnel, including in the sea
transportation industry. On SLN's side, the existing operational team will be retained,
with the possibility of adding human resources for future expansion as needed,
where SLN's operational activities are currently managed by two employees. In
conducting its new business activities as a holding company, the Company faces
primary risks such as business expansion and new market risks, subsidiary industry
risks, as well as liquidity and asset concentration risks; meanwhile, SLN faces risks
related to business competition, operational risks, dependence on group clients,
regulatory changes and compliance, safety and legal liabilities, as well as financial
risks and economic fluctuations, all of which are mitigated through the
implementation of effective risk identification, evaluation, and control strategies.
Based on its competitive advantages, the Company demonstrates adequate
management capacity and capability in developing new business activities,
supported by its status as a public company with strong transparency, accountability,
as well as access to funding and strategic networks. This capacity is further
strengthened by SLN’s operational capabilities in the domestic sea transportation
sector, alongside its solid experience and performance within a mid-scale economy,
making SLN a potential entity with sufficient capacity to be acquired by the Company.
The acquisition of SLN as a subsidiary is a strategy to optimize the long-term
revenue structure through the diversification of operational assets with stable cash
flows.
Based on this management model analysis, it can be concluded that the Change of
Business Activities is feasible from a management model feasibility perspective.
E. Financial Feasibility Study
From the Financial Feasibility Study, it is shown that the Company's plan to carry out
Laboratory Testing Services business activities meets the feasibility criteria with the
following variables:
a. Net Present Value (NPV) > 0 → Feasible
The resulting NPV is Rp215,191,096,000. Therefore, a positive NPV, or greater
than zero, indicates that the project is feasible because it will generate profits.
b. Internal Rate of Return (IRR) > Discount Rate → Eligible
The resulting IRR was 33.53%. This is above the discount rate of 9.67%.
Therefore, the IRR indicates that the project is feasible because the profits
exceed the assumed cost of capital.
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c. Profitability Index (PI) > 1 → Feasible
The PI obtained was 2.20855. Therefore, a PI greater than 1 indicates that the
project is feasible because it provides a return on investment.
d. Payback Period (PP)
The PP obtained is 6 years and 8 months. Thus, the Company is able to recoup
its entire investment after the project has been running for 6 years and 8 months.
4. Feasibility Study Conclusion
Based on the analysis of Market Feasibility, Technical Feasibility, Business Model
Feasibility, Management Model Feasibility, and Financial Feasibility, it can be concluded
that the Company’s Change of Business Activities—comprising Holding Company
Activities (KBLI 64200), Head Office Activities (KBLI 70100), and Other Management
Consultancy Activities (KBLI 70209)—is feasible.
VIII. AVAILABILITY OF EXPERTS RELATED TO CHANGES IN BUSINESS ACTIVITIES
The company is not hiring any new employees. This is because it already has sufficient
skilled personnel, both in terms of quantity and competence, to carry out operations
professionally and in accordance with applicable standards.
IX. IMPACT OF PLANNING TRANSACTIONS AND PLANNING FOR CHANGING
BUSINESS ACTIVITIES ON FINANCIAL CONDITION COMPANY (PROFORMA)
The following is the Company’s financial pro forma before and after the execution of
the Planned Transaction, based on the independent practitioner’s assurance report on the
compilation of consolidated pro forma financial information No. 298/GN/HI/KPS/I/26, which
has been reviewed by Helli I.B Susetyo, CPA, Independent Auditor, of the Public Accounting
Firm (KAP) Kanaka Puradiredja, Suhartono, as follows:
PT MASTER PRINT TBK DAN ENTITAS ANAK
LAPORAN POSISI KEUANGAN KONSOLIDASIAN PROFORMA
30 September 2025
(Disajikan dalam Rupiah, kecuali dinyatakan lain)
Penyesuaian Saldo Proforma
Historis PTMR Proforma Konsolidasian
ASET
ASET LANCAR
Kas dan bank 2.382.228.543 26.999.725.349 29.381.953.892
Piutang usaha - neto 22.124.200.934 11.266.626.959 33.390.827.893
Piutang lain-lain - neto 39.851.776.077 (39.849.776.077) 2.000.000
Biaya dibayar di muka 413.994.018 1.009.634.642 1.423.628.660
Persediaan 18.536.683.504 (17.456.683.504) 1.080.000.000
Uang muka 33.806.631.988 (33.806.631.988) -
Pajak dibayar di muka - 454.807.621 454.807.621
Jumlah Aset Lancar 117.115.515.064 65.733.218.066
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ASET TIDAK LANCAR
Goodwill - 6.037.974.363 6.037.974.363
Taksiran tagihan pajak -
penghasilan 945.148.071 (945.148.071) -
Aset tetap - neto 13.214.087.480 102.195.883.290 115.409.970.770
Aset hak-guna - neto 6.368.688.494 (6.368.688.494) -
Aset pajak tangguhan - neto 6.123.213.911 (6.112.762.384) 10.451.527
Aset lain-lain 8.724.140 1.277.921.860 1.286.646.000
Jumlah Aset Tidak Lancar 26.659.862.096 122.745.042.660
JUMLAH ASET 143.775.377.160 188.478.260.726
PT MASTER PRINT TBK DAN ENTITAS ANAK
LAPORAN POSISI KEUANGAN KONSOLIDASIAN PROFORMA
30 September 2025
(Disajikan dalam Rupiah, kecuali dinyatakan lain)
Penyesuaian Saldo Proforma
Historis PTMR Proforma Konsolidasian
LIABILITAS DAN EKUITAS
LIABILITAS JANGKA PENDEK
Utang bank jangka pendek 13.828.607.743 (13.828.607.743) -
Utang usaha 22.229.758.520 (22.124.999.495) 104.759.025
Utang lain-lain - - -
Uang muka penjualan 3.987.698.342 (3.987.698.342) -
Biaya yang masih harus dibayar 968.249.042 (946.249.042) 22.000.000
Utang Pajak 1.742.423.629 (430.846.489) 1.311.577.140
Liabilitas jangka panjang yang
jatuh tempo dalam waktu satu tahun:
Liabilitas sewa - pihak berelasi 754.145.754 (754.145.754) -
Utang pembiayaan konsumen 456.844.627 (456.844.627) -
Jumlah Liabilitas Jangka Pendek 43.967.727.657 1.438.336.165
LIABILITAS JANGKA PANJANG
Utang lain-lain - pihak berelasi 201.697.340 - -
Liabilitas jangka panjang setelah
dikurangi bagian jatuh tempo dalam
waktu satu tahun:
Liabilitas sewa - pihak 3.191.104.323 (3.191.104.323) -
Utang pembiayaan konsumen 307.797.888 (307.797.888) -
Liabilitas imbalan kerja 7.929.901.262 (7.882.394.324) 47.506.938
Jumlah Liabilitas Jangka Panjang 11.630.500.813 47.506.938
JUMLAH LIABILITAS 55.598.228.470 1.485.843.103
EKUITAS
Modal saham - nilai nominal
Rp 25 per saham
Modal dasar - 5.888.000.000 saham
Modal ditempatkan dan disetor
1.907.000.000 saham pada 30
September 2025 dan 31 Desember 47.675.000.000 - 47.675.000.000
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2024
Tambahan Modal disetor 43.672.238.175 (1.318.543.082) 42.353.695.093
Rugi komprehensif lainnya (1.885.853.803) 273.822.696 (1.612.031.107)
Saldo laba:
Telah ditentukan penggunaannya 370.000.000 370.000.000
Belum ditentukan penggunaannya (1.829.751.044) 13.148.131.058 11.318.380.014
Sub-jumlah 8.001.633.328 100.105.044.000
Kepentingan Nonpengendali 75.515.362 86.711.858.261 86.887.373.623
Jumlah Ekuitas 8.177.148.690 186.992.417.623
JUMLAH LIABILITAS
DAN EKUITAS 43.775.377.160 188.478.260.726
PT MASTER PRINT 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 PTMR Proforma Konsolidasian
PENJUALAN NETO 97.308.765.210 11.865.280.000 109.174.045.210
BEBAN POKOK PENJUALAN (71.714.229.163) (11.865.280.000) (83.579.509.163)
LABA BRUTO 25.594.536.047 25.594.536.047
Beban penjualan (1.029.860.907) - (1.029.860.907)
Beban umum dan administrasi (23.842.565.257) - (23.842.565.257)
Beban keuangan (1.526.772.133) - (1.526.772.133)
Pendapatan keuangan 17.492.581 - 17.492.581
Penghasilan (beban) lain-lain (12.792.908.464) 4.833.446.455 (7.959.462.009)
LABA (RUGI) SEBELUM
PAJAK PENGHASILAN (13.580.078.133) (8.746.631.678)
MANFAAT (BEBAN)
PAJAK PENGHASILAN
Kini (1.412.715.473) (1.593.307.376) (3.006.022.849)
Tangguhan 4.488.877.611 (3.337.435.072) 1.151.442.539
BEBAN PAJAK
PENGHASILAN NETO 3.076.162.138 (1.854.580.310)
LABA NETO TAHUN
BERJALAN (10.503.915.995) (10.601.211.988)
PENGHASILAN (RUGI)
KOMPREHENSIF LAIN
Pos-pos yang tidak akan
direklasifikasi ke laba rugi
Pengukuran kembali atas
liabilitas imbalan kerja
jangka panjang (658.471.378) - (658.471.378)
35
Page 36
Pajak penghasilan terkait 144.863.703 - 144.863.703
PENGHASILAN (RUGI)
KOMPREHENSIF LAIN
NETO - SETELAH PAJAK (513.607.675) (513.607.675)
TOTAL PENGHASILAN
KOMPREHENSIF
PERIODE/TAHUN
BERJALAN (11.017.523.670) (11.114.819.663)
X. GENERAL MEETING OF SHAREHOLDERS
A. Background and Agenda of the Independent EGMS
The EGMS regarding Changes in Business Activities and the Independent EGMS
regarding the Proposed Transaction will be held on March 3, 2026 at a place and time
that will be detailed in the Notice of the EGMS and the Independent EGMS which will be
delivered on February 9, 2026.
The Company will also hold the EGMS and Independent EGMS electronically based on
POJK No. 16/2020 through the eASY.KSEI application.
Therefore, the Company strongly urges all Shareholders to attend the EGMS and
Independent EGMS by granting power of attorney to the party appointed by the
Company's Securities Administration Bureau ("BAE") by signing and returning the power
of attorney form which can be obtained on the Company's website
(www.masterprint.co.id) and in connection with the Independent EGMS, the Independent
Shareholder Statement Letter to the Company via email corsec@masterprint.co.id. The
power of attorney must be received by the Company's Board of Directors no later than 3
(three) working days before the date of the EGMS and Independent EGMS, namely
February 26, 2026, at the BAE office, namely PT Adimitra Jasa Korpora, which is
domiciled in Jakarta and is located at Kirana Boutique Office Block F3 No. 5. Jl. Kirana
Avenue III, Kelapa Gading North Jakarta 14240. Shareholders can also provide power of
attorney electronically through the KSEI Electronic General Meeting System (eASY.KSEI)
facility at the link https://akses.ksei.co.id/ provided by KSEI as a mechanism for providing
electronic power of attorney in the process of holding the EGMS and Independent EGMS
no later than 1 (one) working day before the date of the Independent EGMS, namely on
March 2, 2026.
Shareholders or their proxies who wish to attend the Independent EGMS must sign the
Independent Shareholder Statement.
The announcement regarding the EGMS and Independent EGMS, along with Information
to Shareholders, was published on January 23, 2026 on the IDX website, the Company's
website, and the website of PT Kustodian Sentral Efek Indonesia ("eASY.KSEI"). The
invitation to attend the Independent EGMS is planned to be announced on the IDX
website, the Company's website, and eASY.KSEI on February 9, 2026.
Shareholders who are entitled to attend the EGMS and Independent EGMS related to the
agenda of approval for Changes in Business Activities and the Transaction Plan are the
Shareholders (and in connection with the Independent EGMS, the Independent
Shareholders) whose names are recorded in the Company's Shareholder Register on the
Recording Date.
36
Page 37
In accordance with the provisions of Article 1 point 12 of POJK 15/2020, Independent
Shareholders are shareholders who do not have personal economic interests in
connection with a particular transaction and are not members of the Board of Directors,
members of the Board of Commissioners, major shareholders, and Controllers of the
Company or are not affiliated parties of members of the Board of Directors, members of
the Board of Commissioners, major shareholders and Controllers of the Company.
In accordance with the provisions of Article 44 points a and b of POJK 15/2020, an
Independent EGMS may be held if the Independent EGMS is attended by more than 1/2
(one half) of the total number of shares with valid voting rights owned by Independent
Shareholders. The decision of the Independent EGMS is valid if approved by more than
1/2 (one half) of the total number of shares with valid voting rights owned by Independent
Shareholders.
In accordance with the provisions of Article 20 of POJK 15/2020, in the event that the
required quorum for attendance of Independent Shareholders is not achieved in the first
Independent EGMS, the next Independent EGMS is planned to be held within 10 (ten)
days after the first Independent EGMS is held.
In accordance with the provisions of Article 44 points c and d of POJK 15/2020, the
second Independent EGMS can be held if attended by more than 1/2 (one half) of the
total number of shares with valid voting rights owned by Independent Shareholders and
the decision is valid if approved by more than 1/2 (one half) of the total number of shares
with valid voting rights owned by Independent Shareholders who are present at the
second Independent EGMS.
In accordance with the provisions of Article 21 of POJK 15/2020, if the required quorum
for attendance of Independent Shareholders is not achieved in the second Independent
EGMS, the next Independent EGMS is planned to be held according to the time
determined by the OJK.
In accordance with the provisions of Article 44 points e and f POJK 15/2020, in the event
that the attendance quorum at the second Independent EGMS is not reached, the third
Independent EGMS will be held with the provision that the Meeting is valid and has the
right to make decisions if attended by independent shareholders of shares with valid
voting rights, within the attendance quorum determined by the OJK at the request of the
Company. The decision of the third Independent EGMS is valid if approved by
independent shareholders representing more than 50% (fifty percent) of the shares
owned by independent shareholders present at the third Independent EGMS.
The Company's shareholders may propose agenda items for the EGMS and Independent
EGMS which must be received by the Company no later than February 2, 2026 and meet
the requirements as referred to in Article 21 paragraph (8) letter b of the Company's
Articles of Association in conjunction with Article 16 paragraphs (1), (2), and (3) POJK
15/2020.
XI. LIST OF IMPORTANT DATES RELATED TO THE PLAN OF THE TRANSACTION
Estimated important dates in connection with the Proposed Transaction and Changes in
Business Activities are as follows:
No Activity Date
1. Notification of the Agenda of the EGMS and Independent EGMS January 15, 2026
to the OJK
2. Announcement of EGMS and Independent EGMS January 23, 2926
3. Announcement of Disclosure of Information January 23, 2026
37
Page 38
4 Invitation to EGMS and Independent EGMS February 9, 2026
5. EGMS and Independent EGMS March 3, 2026
6. Transaction Plan and Business Activity Change Plan are carried March 3, 2026
out
7. Submission of Summary of Minutes of EGMS and Independent March 5, 2026
EGMS
XII. 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.
XIII. MISCELLANEOUS
If shareholders require further information regarding the Transaction Plan and Changes to
Business Activities, they can contact the Company on any day and during the Company's
operational hours:
Corporate Secretary
Jl. Prince Jayakarta No.135 Block C12-15, South Mangga Dua
Sawah Besar, South Jakarta
Phone: 021 – 624-0170
Website: www.masterprint.co.id
Email: corsec@masterprint.co.id
Ardi Kusuma
President director
38
Names mentioned 49 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×10
unresolved
org
PT SAMUDERA LAYAR NUSANTARA BY
p.1
unresolved
org
PT SAMUDERA LAYAR NUSANTARA. In
p.1
unresolved
org
PT Samudera Layar Nusantara
p.2 ×3
unresolved
org
Deep Source Pte. Ltd.
p.3 ×7
unresolved
person
Helli IB Susetyo
p.4 ×7
unresolved
person
Novianti
p.5
unresolved
org
Ministry of Law and Human Rights
p.5 ×2
unresolved
person
Stephanie Wilmarta
p.5
unresolved
org
Minister of Law and Human Rights
p.5 ×10
unresolved
org
PT Kencana Usaha Sentosa
p.6
unresolved
person
Drajat Darmadji
p.7
unresolved
person
Christina Dwi Utami SH
p.7 ×2
unresolved
person
Drs. Gilbert Rely
· Commissioner
p.8 ×2
unresolved
person
H. Warman
· Notaris
p.9 ×2
unresolved
person
Putra Hutomo
· Notaris
p.9 ×2
unresolved
person
Heriyadi
· Commissioner
p.10
unresolved
org
PT Mitra Pack Tbk's
p.11 ×3
unresolved
org
South Jakarta District Court
p.12 ×2
unresolved
person
Robert Prasetia Mulia
· Notaris
p.12 ×3
unresolved
org
PT Prima Dharma
p.13
unresolved
org
Anwar
p.13 ×2
unresolved
org
PT Samudera Layar Nusantara. B
p.14
unresolved
person
Darmawan Wangsa
· Seller
p.14 ×4
unresolved
org
PT Prima
p.17 ×2
unresolved
org
PT Samudera Layar Nusantara B. Structure
p.17
unresolved
org
PT Samudera
p.17
unresolved
org
KJPP Syarif
p.17 ×5
unresolved
org
KJPP Ihot
p.23
unresolved
org
Endang dan Rekan
p.29
unresolved
org
Government of the Republic of Indonesia
p.29
unresolved
org
KJPP Endang
p.29
unresolved
org
PT Prima Dharma Karsa
p.30
unresolved
org
PT Adimitra Jasa Korpora
p.36
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.36
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
9878 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}