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20260526_PTMR_Pemanggilan RUPS_32095001_lamp2.pdf

RUPS notice Text extracted PTMR

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Page 1
                                          Invitation
                        Extraordinary General Meeting of Shareholders
                      And the Independent General Meeting of Shareholders
                                     PT Master Print Tbk
                                        ("Company")

The Board of Directors of the Company hereby invites the Company's Shareholders to attend the
Extraordinary General Meeting of Shareholders (" EGMS ") and the Independent General Meeting of
Shareholders (" IGMS ") (hereinafter the EGMS and IGMS are collectively referred to as the ("
Meetings "), which will be held on:

Day/Date                 : Friday, June 19, 2026
Time                     : 1:00 p.m. Western Indonesian Time - finished
Place                    : Ruby Ballroom – Fairmont Hotel Jakarta
                         Jl. Asia Afrika No.8, Gelora, Tanah Abang District, JAKARTA, Special Capital
                         Region of Jakarta 10270.
                         The IGMS will be held immediately after the EGMS.

Agenda of the EGMS:
1. Approval of the Acquisition of the Company by Deep Source Pte. Ltd.

   Explanation:
   In accordance with Article 28 paragraph (1) of the Company’s Articles of Association, which
   requires that any acquisition may only be carried out with the approval of the Company’s General
   Meeting of Shareholders.

2. Approval of the amendments to the Company’s Articles of Association, namely Article 28
   paragraph (1) regarding the removal of the requirement for General Meeting of Shareholders’
   approval in relation to acquisitions, and Article 12 paragraph (10) regarding the authority to
   represent the Company.

   Explanation:
   The amendments to the Company's articles of association are carried out to: (i) remove the provisions
   in Article 28 paragraph (1) regarding the requirements for the General Meeting Shareholders’
   approval for the Acquisitions of the Company, in order to comply with the provisions of the
   applicable laws and regulations which do not require approval by the General Meeting Shareholders
   in the case of a public company being the target of a acquisitions, so that in the future, shareholders’
   approval will no longer be required in the event the Company is acquired; and (ii) amend the
   provision regarding the authority to represent the Company as stipulated in Article 12 paragraph
   (10), so that such authority shall be exercised by the President Director together with one (1) other
   Director.

3. Approval of the change in the Company’s shareholding structure to 100% public ownership

   Explanation:
   In connection with the Company's status as a public company, whose capital is invested indirectly
   or through portfolio, the Company's shareholding structure will be adjusted to 100% public
   ownership.
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4. Approval of the amendment to Article 3 of the Company's Articles of Association in relation to
   changes in the Company's business activities.

   Explanation:
   As stipulated in Article 22 paragraph (1) letter a of the Financial Services Authority Regulation
   Number 17/POJK.04/2020 on Material Transactions and Changes in Business Activities, public
   companies that make changes to their business activities are required to first obtain shareholder
   approval. The amendments are made to adjust and/or add the Indonesian Standard Classification of
   Business Fields (“KBLI”) code in Article 3 of the Articles of Association with a KBLI code that are
   more aligned with the business activities to be carried out by the Company, namely (i) KBLI 64210
   – Holding Company Activities; (ii) KBLI 70100 – Head Office Activities; and (iii) KBLI 70209 –
   Other Management Consulting Activities or other KBLI that are relevant or appropriate to the
   holding company activities.

5. Approval of changes to the composition of the Company's Board of Directors and Board of
   Commissioners.

   Explanation:
   Based on the provisions of Article 3 of the Financial Services Authority Regulation No.
   33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or
   Public Companies, members of the Board of Directors are appointed and dismissed by the General
   Meeting Shareholders. Therefore, approval of the resignation of members of the Company's Board
   of Directors and Board of Commissioners , as well as the appointment of new members of the Board
   of Directors and Board of Commissioners must first be obtain from the General Meeting
   Shareholders.

   In connection with the change in the composition of the members of the Board of Directors and
   Board of Commissioners of the Company, the General Meeting Shareholders also grants authority
   and power to the newly appointed members of the Board of Directors of the Company, with
   substitution rights, to execute a notarial deed reflecting the changes in the Board composition, notify
   the Minister of Law of the Republic of Indonesia, register the changes in the company registry, and
   undertake all necessary actions in accordance with the prevailing laws and regulations.

Agenda of the IGMS:
1. Approval in relation to the Company's plan to carry out a material transaction in the form of the sale
   and/or transfer of all of the Company's business to PT Mitra Pack Tbk (" Business Transfer
   Transaction ")

   Explanation:
   In accordance with Article 12 paragraph (7) of the Company's articles of association and Article 3
   paragraph (1) in conjunction with Article 6 paragraph (1) letter d number 1 in conjunction with
   Article 14 letter a of the Financial Services Authority Regulation No. 17/POJK.04/2020 on Material
   Transactions and Changes in Business Activities, the Asset Transfer Transaction constitutes a
   material transaction with a value exceeding 50% (fifty percent) of the Company's equity, and also
   constitutes an affiliated transaction, as PT Mitra Pack Tbk is an affiliate of the Company. Therefore,
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   the Company is required to obtain approval from the Independent General Meeting Shareholders to
   carry out the Business Transfer Transaction.

2. Approval in relation to the Company's plan to carry out a material transaction in the form of
   purchasing 49% (forty-nine percent) of shares in PT Samudera Layar Nusantara (" Share Purchase
   Transaction ")

   Explanation:
   In accordance with Article 3 paragraph (1) in conjunction with Article 6 paragraph (1) letter d
   number 1 in conjunction with Article 14 letter b of the Financial Services Authority Regulation No.
   17/POJK.04/2020 on a Material Transactions and Changes in Business Activities, the Share
   Purchase Transaction constitutes a material transaction with value exceeding 50% (fifty percent) of
   the Company's equity. Furthermore, when combined with the Asset Transfer Transaction, it may
   constitute conflict of interest. Therefore, the Company is required to obtain the approval of the
   Independent General Meeting Shareholders to carry out the Share Purchase Transaction.

General requirements:
1. This Notice serves as the official invitation to Shareholders; no further invitations will be sent. For
   your convenience, documentation is hosted on the Company’s website and the electronic platforms
   of the IDX and KSEI (eASY.KSEI) platform ( https://akses.ksei.co.id/ ).
2. Shareholders who are entitled to attend the Meeting electronically or be represented at the
   Company's Meeting are the Company's Shareholders whose names are validly recorded in the
   Company's Shareholders Register on Monday, May 25, 2026 at 16.00 WIB ("Entitled
   Shareholders") or their authorized proxies.
3. The Meeting materials, including the resumes of the proposed candidates for member of Board
   Commissioners and Board of Directors to be appointed at the Meeting, the Meeting Rules of
   Procedure and other documents related to the implementation of the Meeting, are available and can
   be accessed and downloaded through the Company's website (https://www.masterprint.co.id) or the
   eASY.KSEI platform (https://akses.ksei.co.id/) until the Meeting is held.
4. With reference to Regulation of Financial Services Authority No. 15/POJK.04/2020 of 2020
   on Planning and Organization of General Meetings of Shareholders By Publicly-
   Traded Companies (“POJK 15/2020”) and KSEI Regulation Number: XI-B of 2022 concerning
   Procedures for Conducting General Meetings of Shareholders Electronically accompanied by Voting
   through eASY.KSEI, then:
   a. The Meeting will be held electronically at the venue. Therefore, pursuant to Article 24
        paragraph 5 of Financial Services Authority Regulation (POJK) Number 14 of 2025 on the
        Implementation of General Meetings of Shareholders, General Meetings of Bondholders, and
        General Meetings of Sukuk holders Electronically (“POJK 14/2025”), shareholders are
        expected to attend the Meeting electronically through eASY.KSEI.
   b. If authorized/represented by another party, shareholders can provide power of attorney
        electronically (e-Proxy) via the eASY.KSEI application (https://akses.ksei.co.id/) or provide
        power of attorney conventionally.
5. Shareholders who grant power of attorney electronically via the eASY.KSEI application as referred
   to in number 4 letter (b) above are expected to pay attention to the following matters:
   a. The Company's Shareholders who can use the eASY.KSEI application are Shareholders whose
        shares are held in KSEI's collective custody;
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   b.   The Company's Shareholders must first be registered in the KSEI Securities Ownership
        Reference Facility (" Akses KSEI "). For Shareholders who are not yet registered, please first
        register through the eASY.KSEI website (https://akses.ksei.co.id);
   c. To use the eASY.KSEI application, Shareholders may access eASY.KSEI through eASY.KSEI
        Login sub-menu available on the KSEI Akses facility (https://akses.ksei.co.id).
   Guidelines for registration, usage, and further information regarding eASY.KSEI (eProxy and e-
   voting) can be found on the eASY.KSEI website (https://akses.ksei.co.id/).
6. Shareholders or their proxies who will attend electronically via the eASY.KSEI application as
   referred to in number 4 letters (a) and (b) above are requested to observe the following:
   a. The Company's Shareholders may declare their attendance electronically up to 1 (one) day
       before the date of the Meeting, namely on Thursday, June 18, 2026, before 12:00 p.m. ("
       Attendance Declaration Deadline "), and may submit or amend their voting choices via
       eASY.KSEI from the date of this notice until the Attendance Declaration Deadline.
   b. For the following matters:
        (i) Shareholders of the Company who have not declared their electronic attendance by the
             Attendance Declaration Deadline;
        (ii) Shareholders of the Company who have declared electronic attendance but have not yet
             determined their voting choice by the Attendance Declaration Deadline;
        (iii)      Individual Representatives, and Independent Parties appointed by the Company
             (namely, PT Adimitra Jasa Korpora as the Company's Securities Administration Bureau ("
             BAE ")) who have received power of attorney from the Company's Shareholders, but the
             Shareholders concerned have not yet determined their voting choices by the Attendance
             Declaration Deadline;
        (iv)       KSEI/Intermediary Participants (Custodian Banks or Securities Companies) who have
             received proxies from Shareholders and have submitted votes via eASY.KSEI, are required
             to complete registration through the eASY.KSEI application on the date of the Meeting
             between 11.30 WIB and 12.30 WIB.
   c. Delays or failures in the electronic registration process for any reason will result in Shareholders
       or their proxies being unable to attend the Meeting electronically and their share ownership will
       not be counted towards the attendance quorum.
7. For Shareholders of the Company in the form of a document/script, they can provide power of
   attorney through a power of attorney available on the Company's website
   (https://www.masterprint.co.id) by paying attention to the mechanism in point 8 below.
8. The Company's Shareholders may be represented by their attorney:
   a. by providing electronic power of attorney (e-Proxy) through the eASY.KSEI application with
        the provision that Shareholders are required to submit their power of attorney and vote, make
        changes to the appointment of the proxy and/or vote choice for the Meeting agenda, or revoke
        the power of attorney, electronically through eASY.KSEI from the date of this notice until the
        Deadline for the Declaration of Attendance; or
   b. by using the conventional power of attorney form available on the Company's website
        (https://www.masterprint.co.id), with the following provisions:
        (i) members of the Board of Directors, Board of Commissioners and employees of the
             Company may act as proxies at the Meeting, but their votes will not be counted;
        (ii) The Company's shareholders are not entitled to grant power of attorney to more than one
             proxy for a portion of the number of shares they own with different votes;
        (iii)      In the case of a power of attorney as referred to in point 8 letter (b) is signed outside
             the territory of the Republic of Indonesia, the power of attorney must be legalized by a local
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             Public Notary and the nearest official representative office of the government of the
             Republic of Indonesia;
         (iv)     Shareholders may grant conventional power of attorney to an independent party
             appointed by the Company, namely a BAE representative; and
         (v) The power of attorney form can be downloaded from the Company's website and when
             completed must be submitted to the BAE whose office address is at Kirana Boutique Office
             Building, Jalan Kirana Avenue III Block F3 No. 5, Kelapa Gading-North Jakarta 14250,
             Indonesia. (" BAE Office "), on every working day from the date of the Meeting notice until
             no later than 3 (three) working days before the Meeting is held, namely on Monday, June
             15, 2026, until 14.00 WIB.
9. The Company's Shareholders or their proxies can watch the ongoing Meeting via Zoom webinar by
    accessing the eASY.KSEI menu, under the “Meeting Broadcast” submenu available in the KSEI
    Akses facility (https://akses.ksei.co.id/) or via “Meeting Broadcast” menu on the Akses KSEI mobile
    application, with the following provisions:
    a. The Company's Shareholders or their proxies must be registered in the eASY.KSEI application
         no later than May 25, 2026, at 16.00 WIB.
    b. The Meeting Broadcast has a capacity of up to 500 participants, with attendance on a first-
         come, first-served basis. Shareholders or their proxies who are unable to watch the Meeting via
         the Broadcast are still considered to have attended electronically, and their shareholding and
         votes will be counted, provided they are registered in eASY.KSEI;
    c. Shareholders of the Company or their proxies who only watch Meeting through the General
         Meeting Shareholders Broadcast but have not registered electronically attendance in
         eASY.KSEI application, then the presence of the Shareholder or their proxies will be deemed
         invalid and will not be included in the calculation of the attendance quorum for the Meeting.
10. If after the date of this Invitation there are any technical operational changes to the eASY.KSEI
    application, or changes to KSEI regulations, guidelines and/or explanations related to the holding of
    Meetings electronically through the eASY.KSEI application, then these changes will apply to the
    implementation of the Meeting, and all arrangements in these General Provisions related to the
    holding of Meetings electronically through the eASY.KSEI application will be deemed to be adjusted
    to these changes.
11. In connection with the agenda item of the Shareholders General Meeting requiring the approval of
    Independent Shareholders, the Independent Shareholders are encouraged to complete the
    Independent Statement Form and sign it over a Rp10,000 stamp duty. The form may be downloaded
    from the Company’s website at (https://www.masterprint.co.id). Independent Shareholders who will
    attend electronically or grant a proxy electronically (e-Proxy) may download the form and submit it
    to the Share Registrar’s office as referred to in point 8 letter (b) above or via email at opr@adimitra-
    jk.co.id no later than 3 (three) business days prior to the Meeting, namely by Monday, June 15, 2026,
    at 14.00 WIB. Independent Shareholders (or their lawful proxies) who will attend physically are
    required to submit the form prior to the commencement of the Meeting.
Page 6
Additional notes:
Shareholders or their proxies may attend the Meeting electronically or physically. Shareholders or their
proxies who are physically present must follow the protocol at the Meeting location determined by the
Company, including the following:
1) To facilitate the arrangement and order of the Meeting, shareholders or their authorized proxies are
   kindly requested to be present at eASY.KSEI according to the Meeting time.
2) The company does not provide food, drinks, or souvenirs.
3) During the Meeting, any changes and/or additional information regarding the Meeting procedures
   will be announced on the Company's website ( https://www.masterprint.co.id ).
4) In the event of an emergency whereby the Company is unable to hold the Meeting physically, the
   Company will conduct the Meeting electronically without the physical presence of Shareholders,
   after providing prior notice to the Shareholders of the Company.

                                          Jakarta, May 26, 2026
                                          PT Master Print Tbk
                                            Board of Directors

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File Open PDF
Source IDX
Size0.35 MB
Published26 May 2026
Pages6
Characters18,349
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Names mentioned 8 people and organisations named in the text · linked when the evidence is strong

linked org Master Print Tbk p.1 ×5
linked org Mitra Pack Tbk p.2 ×5
unresolved org Deep Source Pte. Ltd. p.1
unresolved org Financial Services Authority p.2 ×6
unresolved org Minister of Law p.2
unresolved org PT Samudera Layar Nusantara p.3
unresolved org PT Adimitra Jasa Korpora p.4
unresolved org government of the Republic of Indonesia p.5

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