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AMENDMENT AND/OR ADDITIONAL
INFORMATION TO INFORMATION DISCLOSURE
IN ORDER TO COMPLY WITH OTORITAS JASA KEUANGAN NUMBER 17/POJK.04/2020 CONCERNING MATERIAL
TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES (“POJK 17/2020”) AND OTORITAS JASA KEUANAGAN
REGULATION NUMBER 42/POJK.04/2020 CONCERNING AFFILIATE TRANSACTIONS AND CONFLICTS OF INTEREST
(“POJK 42/2020”)
THIS INFORMATION FOR SHAREHOLDERS IS PREPARED IN RESPECT OF THE PLAN OF (i) CHANGE OF THE
COMPANY’S BUSINESS ACTIVITIES; (ii) ACQUISITION OF 49% SHARE OWNERSHIP IN PT SAMUDERA LAYAR
NUSANTARA; (iii) TRANSFER OF THE COMPANY’S NET BUSINESS TO PT MITRA PACK TBK; (iv) TRANSFER OF
99% OF THE COMPANY’S SHARES IN PT GLOBAL PUTRA KUSUMA BY THE COMPANY (“TRANSACTION PLAN”).
THIS INFORMATION TO SHAREHOLDERS IS VERY IMPORTANT AND SHAREHOLDERS OF THE COMPANY SHOULD
PAY ATTENTION TO.
PT MASTER PRINT Tbk
(“Company”)
Main Business Activities:
Engaged in trade as
official distributor and rental of industrial packaging
goods
Based in Jakarta, Indonesia
Headquarters:
Jl. Pangeran Jayakarta No.135 Blok C12-15, Mangga Dua Selatan
Sawah Besar, Jakarta Selatan
Operational Office:
Perum Duta Garden Blok D No. 43 RT 001 RW 008 Kel. Jurumudi Baru, Kec. Benda, Kota Tangerang
Telepon: 021 - 624-0170
Website: www.masterprint.co.id ; Email: corsec@masterprint.co.id
THIS DOCUMENT CONTAINS INFORMATION TO SHAREHOLDERS IN CONNECTION WITH THE PLAN THE COMPANY
TO DO:
(i) CHANGE OF THE COMPANY’S BUSINESS ACTIVITIES;
(ii) ACQUISITION OF SHARE OWNERSHIP IN PT SAMUDERA LAYAR NUSANTARA BY THE COMPANY;
(iii) NET BUSINESS TRANSFER TRANSACTION OF THE COMPANY; AND
(iv) TRANSFER TRANSACTION OF SHARES IN PT GLOBAL PUTRA KUSUMA.
In case of any doubt regarding any aspect of this Disclosure of Information to Shareholders or regarding the action you should
take, you may consult with your securities broker representative or a registered securities company representative, investment
manager, legal advisor, accountant or other professional advisor.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY, EITHER INDIVIDUALLY OR
JOINTLY, ARE RESPONSIBLE FOR THE COMPLETENESS AND ACCURACY OF ALL INFORMATION OR MATERIAL
FACTS CONTAINED IN THIS INFORMATION DISCLOSURE AND CONFIRM THAT THE INFORMATION PRESENTED IS
CORRECT AND THERE ARE NO MATERIAL FACTS NOT PRESENTED THAT MAY CAUSE THIS INFORMATION TO BE
MISLEADING.
This Information Disclosure was published in Jakarta on May 19, 2026.
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DEFINITION
Affiliation : Based on Article 1 point 1 of POJK 42/2020 in conjunction with Article 1 point
1 of the Capital Market Law, affiliation is defined as:
a. family relationship by marriage up to the second degree, both
horizontally and vertically, namely the relationship of a person with:
1. husband or wife;
2. parents of the husband or wife and the husband or wife of
the child;
3. grandparents of the husband or wife and the husband or
wife of the grandchild;
4. siblings of the husband or wife, including the husband or
wife of the relevant sibling; or
5. the husband or wife and siblings of the relevant person.
b. family relationship by descent up to the second degree, both
horizontally and vertically, namely the relationship of a person with:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings of the relevant person.
c. the relationship between a party and its employees, directors, or
commissioners and such party;
d. the relationship between 2 (two) or more companies having one or
more common members of the board of directors, management,
board of commissioners, or supervisory board;
e. the relationship between a company and a party that, whether
directly or indirectly, by any means, controls or is controlled by such
company or party in determining the management and/or policies of
the company or such party;
f. the relationship between 2 (two) or more companies that are
controlled, whether directly or indirectly, by any means, in
determining the management and/or policies of the companies by
the same party; or
g. the relationship between a company and its principal shareholder,
namely a party that directly or indirectly owns at least 20% (twenty
percent) of the voting shares of such company.
Transferred Assets :
PTMR shall sell, transfer, and assign to PTMP, and PTMP shall purchase,
assume, and accept all rights and obligations, titles and interests of PTMR
in and over all assets and business existing within PTMR, except those
expressly excluded under the agreement of the Parties, consisting of:
(a) all tangible and intangible assets, including but not limited
to land and buildings, machinery, inventory, equipment,
stock, and supplies;
(b) all rights to fixed assets, lease rights and usage rights,
and interests in immovable property;
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(c) all contractual rights and interests, including but not
limited to customer and supplier contracts, permits,
concessions, licenses, and approvals, insofar as
transferable and/or subject to required third-party
approvals;
(d) all receivables, deposits, bank accounts (to the extent
transferable), and prepaid expenses;
(e) all employees, employment agreements, pension
programs and benefits, as well as related obligations,
subject to applicable employment laws and procedures
in relation to employees; and
(f) all assets and business activities owned, used, or held by
PTMR.
Net Business : All rights and obligations, titles and interests, as well as the Company’s
interests in and to all assets and business existing in the Company, consisting
of:
(a) all tangible and intangible assets, including but not limited to land and
buildings, machinery, inventory, equipment, supplies, and stock;
(b) all rights to fixed assets, lease rights and rights of use, and interests in
immovable property;
(c) all contractual rights and interests, including but not limited to customer
and supplier contracts, permits, concessions, licenses, and approvals, to
the extent transferable and/or where the required third-party consents
have been obtained;
(d) all receivables, deposits, bank accounts (to the extent transferable), and
prepaid expenses;
(e) all employees, employment agreements, pension and benefit programs,
and related obligations, subject to the applicable labor law procedures in
relation to the Employees; and
(f) all assets and business activities owned, used, or held by the Company,
along with all the Company's responsibilities and obligations, including but not
limited to trade and financial debts, as well as employee-related
responsibilities.
IDX : Indonesia Stock Exchange
DS : Deep Source Pte. Ltd.
DW : Darmawan Wangsa
GPK : PT Global Putra Kusuma
KBLI : Indonesian Standard Industrial Classification (KLBI)
Assumed Liabilities : all responsibilities and liabilities of PTMR as of Completion, including but not
limited to trade and financial payables, as well as employee-related
obligations.
KJPP MSE : Public Appraisal Service Office Syarif, Endang, and Partners
KJPP ID&R : Public Appraisal Service Office Ihot, Dollar, and Raymond
OJK : Financial Services Authority of the Republic of Indonesia (OJK)
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Change of Business : Change of the Company’s Business Activities to Holding Company Activities
Activities (KBLI 64210), Head Office Activities (KBLI 70100), and Other Management
and Business Consultancy Activities (KBLI 70209).
PTMP : PT Mitra Pack Tbk
PTMR or the Company : PT Master Print Tbk
POJK 14/2025 : OJK Regulation No. 14 of 2025 concerning the Electronic Implementation of
General Meetings of Shareholders, General Meetings of Bondholders, and
General Meetings of Sukukholders
POJK 15/2020 : OJK Regulation No. 15/POJK.04/2020 concerning the Planning and Conduct
of General Meetings of Shareholders of Public Companies
POJK 17/2020 : OJK Regulation No. 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities
POJK 35/2020 : OJK Regulation No. 35/POJK.04/2020 concerning the Valuation and
Presentation of Business Valuation Reports in the Capital Market
POJK 42/2020 : OJK Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and
Conflict of Interest Transactions
Proposed Transaction : The proposed transaction in relation to:
(i) Change of Business Activities;
(ii) SLN Acquisition Transaction; and
(iii) Net Business Transfer Transaction of the Company and GPK Transfer
Transaction.
GMS : General Meeting of Shareholders
EGMS : Extraordinary General Meeting of Shareholders, convened in accordance with
the provisions of the Company’s articles of association, the Company Law,
and the Capital Market Law, as well as their implementing regulations.
SEOJK 17/2020 : Circular Letter of the Financial Services Authority No. 17/SEOJK.04/2020 of
2020 concerning Guidelines for the Valuation and Presentation of Business
Valuation Reports in the Capital Market
SLN : PT Samudera Layar Nusantara
Company Acquisition : the Company’s acquisition transaction conducted by DS
Transaction
SLN Acquisition : the acquisition of all shares owned by DW in SLN, representing 49% (forty-
Transaction nine percent) of SLN’s total issued and paid-up capital, by the Company
Net Business Transfer : the sale and/or transfer of all of the Company’s Net Business to PTMP
Transaction
GPK Transfer : the sale and/or transfer of all shares owned by the Company in GPK,
Transaction representing 99% (ninety-nine percent) of GPK’s total issued and paid-up
capital, to PTMP
Job Creation Law : Law No. 6 of 2023 concerning the Stipulation of Government Regulation in
Lieu of Law No. 2 of 2022 on Job Creation into Law, as amended from time to
time
Criminal Law : Law No. 1 of 2026 on Criminal Law Adjustment
Adjustment Law
UUP2SK : Law No. 4 of 2023 concerning the Development and Strengthening of the
Financial Sector, as amended by the Criminal Law Adjustment Law
UUPM : Law No. 8 of 1995 concerning the Capital Market, as amended by the
Financial Sector Development and Strengthening Law and the Criminal Law
Adjustment Law
UUPT : Law No. 40 of 2007 concerning Limited Liability Companies, as amended by
the Job Creation Law
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I. INTRODUCTION
The information contained in this Disclosure is provided in fulfillment of the Company’s obligation to disclose
information regarding planned changes to the Company’s business activities, as well as material transactions,
related-party transactions, and conflicts of interest to be undertaken by the Company, in connection with:
1. Change in the Company’s Business Activities to Parent Company Activities (KBLI 64210), Head Office Activities
(KBLI 70100), and Management and Other Business Consulting Activities (KBLI 70209) (“Change in Business
Activities”);
2. The sequence of transactions is as follows:
a. The acquisition by the Company of 49% (forty-nine percent) of the shares in SLN, representing the
entirety of Darmawan Wangsa’s shareholding in SLN (“SLN Acquisition Transaction”);
b. The sale and/or transfer of the Company’s entire net business to PTMP (“Net Business Transfer
Transaction”); and
c. The sale and/or transfer of the Company’s entire ownership interest in GPK to PTMP (“GPK Transfer
Transaction”)
(The Proposed Change of Business Activities, the SLN Acquisition Transaction, the Net Business Transfer
Transaction, and the GPK Transfer Transaction, collectively referred to as the “Proposed Transaction”).
The Proposed Transaction will only be carried out following the completion of the acquisition of the Company by
DS (hereinafter referred to as the “Company Acquisition Transaction”). The Proposed Transactions constitute
a series of interrelated transactions which will be implemented in stages and on a continuous basis. In the first
stage, the Company will undertake the Change of Business Activities and acquire all shares owned by Darmawan
Wangsa in SLN, representing 49.00% (forty-nine percent) of the total issued and paid-up capital of SLN.
Subsequently, the Company will carry out the Net Business Transfer Transaction and the GPK Transfer
Transaction to PTMP.
In accordance with the provisions of Article 3 paragraph (1) in conjunction with Article 6 paragraph (1) letter d
number 1 in conjunction with Article 14 letter a of POJK 17/2020:
1. The SLN Acquisition Transaction is a material transaction that requires the approval of an Independent
General Meeting of Shareholders (GMS), because its value exceeds 50% (fifty percent) of the Company’s
equity and is a transaction that, when combined with the Company’s Acquisition Transaction (namely to align
the Company’s policies and operations with the prospective new controlling party’s business lines, business
activities, competencies, and business strategies), it has the potential to involve a conflict of interest.
2. The Net Business Transfer Transaction is a material transaction requiring the approval of an Independent
General Meeting of Shareholders (GMS) because its value exceeds 50% of the Company’s equity; it is also a
related-party transaction because PT Mitra Pack Tbk (“PTMP”) is an affiliate of the Company as it is the
Company’s controlling party. In connection with the Net Business Transfer Transaction Value, PTMP is
obligated to pay Rp 100,680,000,000 (one hundred billion six hundred eighty million Rupiah) after deducting
liabilities excluding tax liabilities amounting to Rp 39,333,280, 163 (thirty-nine billion three hundred thirty-three
million two hundred eighty thousand one hundred sixty-three rupiah), resulting in Rp61,346,719,837 (sixty-
one billion three hundred forty-six million seven hundred nineteen thousand eight hundred thirty-seven rupiah).
3. The GPK Transfer Transaction amounts to Rp26,901,180,000 (twenty-six billion nine hundred one million one
hundred eighty thousand rupiah), which is a material transaction that does not exceed 50% but exceeds 20%
and is therefore classified as a material transaction that does not require approval by an Independent General
Meeting of Shareholders but constitutes an affiliate transaction because PTMP is an affiliate of the Company
as the Company’s controlling entity.
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The Company’s Board of Directors and Board of Commissioners, either individually or collectively, shall comply
with and fulfill the provisions regarding changes in business activities as stipulated in Financial Services Authority
Regulation No. 17/POJK.04/2020 on Material Transactions and Changes in Business Activities (“POJK 17/2020”).
The information contained in this Disclosure is provided to fulfill the Company’s obligations under POJK 17/2020
to disclose information regarding the Proposed Transaction and to obtain the approval of the Company’s
Shareholders through an Extraordinary General Meeting of Shareholders (“EGM”) regarding the Change in
Business Activities, and the approval of the Company’s Independent Shareholders through an Independent
General Meeting of Shareholders (“Independent GMS”) regarding the Net Business Transfer Transaction, the
GPK Transfer Transaction, and the SLN Acquisition Transaction.
II. DESCRIPTION OF THE SLN ACQUISITION TRANSACTION, THE COMPANY’S NET BUSINESS
TRANSFER TRANSACTION, AND THE GPK TRANSFER TRANSACTION
The SLN Acquisition Transaction, the Company’s Net Business Transfer Transaction, and the GPK Transfer
Transaction are scheduled to be executed on the same day, no later than 1 (one) Business Day after obtaining the
approval of the Company’s Shareholders through an Independent General Meeting of Shareholders regarding the
Net Business Transfer Transaction, the GPK Transfer Transaction, and the SLN Acquisition Transaction
(“Execution Date”).
Details regarding the SLN Acquisition Transaction, the Company’s Net Business Transfer Transaction, and the
GPK Transfer Transaction are set out below
1. SLN Acquisition Transaction
A. Object of the Transaction
The transaction object, including the terms and conditions governing its implementation, is stipulated
under the Conditional Sale and Purchase Agreement dated January 7, 2026, as most recently amended
by the Amendment Agreement dated April 29, 2026 (the “SLN Share Sale and Purchase Agreement”),
which principally provides for the following matters:
The Parties
• The Seller : DW
• The Purchaser : Company
Object of the Agreement
The Company’s purchase of all of Mr. Darmawan Wangsa’s shares in SLN, representing 49% of SLN’s
issued and paid-in capital. The Company (despite holding only 49% of the shares) will be the controlling
party of the Company for all legal, governance, and accounting purposes, and will retain the authority to
direct the Company’s key strategic, operational, and financial policies in accordance with the rights and
mechanisms set forth in the agreement (Shareholders’ Agreement (SHA)), the draft of which has been
agreed upon in the SLN Share Purchase Agreement, whereby the Company will control SLN through the
exercise of management rights, including the right to nominate a majority of the members of SLN’s Board
of Directors and Board of Commissioners, as well as certain share classes granting binding nomination
rights. Furthermore, all decisions requiring shareholder approval will only be valid if approved by at least
¾ (three-fourths) of the total votes cast at the General Meeting of Shareholders, meaning that all
decision-making within SLN must effectively involve and obtain the Company’s approval.
Share Purchase Value
In relation to the SLN Acquisition Transaction, the Company is required to make a payment to Mr.
Darmawan Wangsa in the amount of Rp88,045,859,000 (eighty-eight billion forty-five million eight
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hundred fifty-nine thousand rupiah), thereby constituting a material transaction as defined in POJK
17/2020.
Conditions Precedent
The completion of the SLN Acquisition Transaction is subject to the fulfillment of the conditions precedent
stipulated under the SLN Share Sale and Purchase Agreement, which principally include the following:
• the approval of the Board of Commissioners and the Independent GMS of the Company;
• all representations and warranties made by the parties under the SLN Share Sale and Purchase
Agreement remaining true, correct, and accurate in all material respects from the date of the SLN
Share Sale and Purchase Agreement up to the completion date.
The following is information regarding the Company and SLN as the party conducting the SLN Acquisition
Transaction:
Information regarding SLN
1) Brief History of SLN
PT Samudera Layar Nusantara (“SLN”) was established based on Notarial Deed No. 7 dated 28
August 2022, drawn up before Robert Prasetia Mulia, S.H., M.Kn., Notary in Cirebon. The deed of
establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia
pursuant to Decree No. AHU-0171875.AH.01.11 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, drawn up before Robert Prasetia Mulia, S.H., M.Kn., notary in
Cirebon Regency, concerning changes to the composition of shareholders and the composition of
the Board of Commissioners and Board of Directors. Such amendment has been received and
recorded in the Legal Entity Administration System of the Ministry of Law and Human Rights of the
Republic of Indonesia pursuant to Letter No. AHU-0137649.AH.01.11. June 20, 2025.
2) Address of SLN
SLN is located 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
Based on SLN’s Articles of Association, SLN has 3 (three) business activities listed as the company’s
objectives and purposes in its Articles of Association, namely:
a) KBLI 50131 (Domestic Sea Transportation for General Goods);
b) KBLI 50133 (Domestic Sea Transportation for Special Goods); and
c) KBLI 50134 (Domestic Pioneer Sea Freight Transport).
However, in practice, SLN is currently only engaged in business activities as covered under KBLI
50131 and KBLI 50134.
PT SLN holds a Business Identification Number (NIB) No. 0109220053144, issued on September
1, 2022, and amended for the first time on July 31, 2025, which serves as proof of the company’s
registration.
4) Capital Structure and Shareholder Composition of SLN
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Based on the Deed of Statement of Resolutions of the Shareholders of PT Samudera Layar
Nusantara No. 03 dated 20 June 2025, drawn up before Robert Prasetia Mulia, S.H., M.Kn., notary
in Cirebon Regency, which was approved by the Minister of Law and Human Rights of the Republic
of Indonesia pursuant to Decree No. AHU-0137649.AH.01.11.Year 2025 dated 20 June 2025, the
capital structure and shareholding composition of SLN are as follows:
Par value Rp1,000,000.00 per share
Description
Number of Shares Par Value (Rp) (%)
Authorized Capital 140,000 140,000,000,000
Shareholders:
- PT Prima Dharma Karsa 71,400 71,400,000,000 51.00%
- Mr. Darmawan Wangsa (d/h
68,600 68,600,000,000 49.00%
Sdr. Wang Dezhou)
Total Issued and Fully Paid-in
Capital 140,000 140,000,000,000 100.00%
Shares in Portepel - -
Mr. Wang Dezhou has changed his citizenship, as evidenced by the issuance of an Indonesian
Identity Card (KTP) on March 11, 2020. Furthermore, based on the Decision of the North Jakarta
District Court No. 676/Pdt.P/2025/PN Jkt Utr dated August 8, 2025, the name change to Darmawan
Wangsa has been approved, and an ID Card in the name of Darmawan Wangsa was issued on
November 20, 2025.
5) Composition of the Board of Directors and Board of Commissioners
The composition of the Board of Directors and the Board of Commissioners of SLN as of the date
of this Disclosure of Information, based on the latest amendment deed, is as follows:
Board of Commissioners
Commissioner : Wang Jinge
Board of Directors
Director : Darmawan Wangsa
6) Financial Information
The table below presents a summary of the key financial data of SLN: (i) as of 31 December for the
period ended 2024, audited by KAP Anwar dan Rekan, Independent Public Accountants, in
accordance with the Auditing Standards established by the Indonesian Institute of Certified Public
Accountants (IAPI), with an unqualified opinion No. 00640/2.1035/AU.1/06/1432-1/1/XI/2025,
without restatement, dated 26 November 2025, signed by Soaduon Tampubolon; (ii) as of 30
September for the period ended 2025, audited by KAP Anwar dan Rekan, Independent Public
Accountants, in accordance with the Auditing Standards established by IAPI, with an unqualified
opinion No. 00641/2.1035/AU.1/06/1432-2/1/XI/2025, without restatement, dated 26 November
2025, signed by Soaduon Tampubolon, CPA; and (iii) as of 31 December for the period ended 2025,
audited by KAP Anwar dan Rekan, Independent Public Accountants, in accordance with the Auditing
Standards established by IAPI, with an unqualified opinion No. 00360/2.135/AU.1/06/1432-
2/1/IV/2026, without restatement, dated 28 April 2026, signed by Soaduon Tampubolon, CPA.
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Statement of Financial Position
Presented in Rupiah (IDR)
Description 31 December 2025 30 September 2025 31 December 2024
Total Assets 173,953,520,003 171,853,242,363 152,794,867,717
Total Liabilities 3,213,140,349 1,485,843,103 2,092,464,831
Total Equity 170,740,379,654 170,367,399,260 150,702,402,886
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah (IDR)
Description 31 December 2025 30 September 2025 31 December 2024
Revenue 93,388,589,529 57,577,635,877 46,823,503,583
Gross Profit 22,953,643,254 21,399,546,963 16,284,090,816
Net Income (Loss)
for the Year 20,029,228,610 19,661,877,515 11,375,557,888
A. Parties to the SLN Acquisition Transaction
As stated in the SLN Share Purchase Agreement, the parties involved in the transaction are:
• The Purchaser : Company
• The Seller : DW
Set out below is the information regarding the Company and DW as the parties to the SLN Acquisition
Transaction:
The Company
1. Brief History of the Company
The Company was established in Jakarta based on Deed No. 44 dated 26 May 2006, drawn up
before H. Warman, S.H., Notary in Jakarta. The deed of establishment was approved by the Minister
of Law and Human Rights of the Republic of Indonesia pursuant to Decree No. C-22993
HT.01.TH.2006 dated 7 August 2006 (the “Company Deed of Establishment”).
The Company’s Articles of Association have been amended several times, most recently by Notarial
Deed No. 21 dated 8 October 2024, drawn up before Putra Hutomo, S.H., M.Kn., concerning the
increase in authorized capital, issued capital, and paid-up capital. The amendment deed was
approved by the Minister of Law and Human Rights of the Republic of Indonesia pursuant to Decree
No. AHU-AH.01.03-0199591 dated 8 October 2024 (“Deed 21/2024”).
2. Company Address
The Company’s registered office and headquarters are located in Jakarta, at Jl. Pangeran Jayakarta
135 Blok C 12-15, Mangga Dua Selatan Village, Sawah Besar Subdistrict, Central Jakarta.
3. Company Business Activities
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In accordance with Article 3 of the Company’s Articles of Association, the Company’s current
business activities are engaged in the wholesale trade of machinery, equipment, and other supplies;
the wholesale trade of other products not classified elsewhere; leasing and operating lease activities
without an option to purchase of machinery, equipment, and other tangible goods that cannot be
classified elsewhere, and the wholesale trade of electronic spare parts and chemical materials and
goods.
4. Capital Structure and Shareholder Composition of the Company
Based on the Deed of Resolution of the Shareholders of PT Master Print Tbk No. 21 dated October
8, 2024, executed before Putra Hutomo, S.H., M.Kn., Notary in Jakarta, which has been approved
by the Minister of Law and Human Rights of the Republic of Indonesia pursuant to Decision No. AHU-
AH.01.03-0199591 dated October 8, 2024, the capital structure and shareholder composition of
PTMR are as follows:
Par Value Rp25.00 per share
Description
Number of Shares Par Value (Rp) (%)
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%
Total Issued and Fully Paid-in
Capital 1,907,000,000 47,675,000,000 100.00%
Shares in Portepel 3,981,000,000 99,525,000,000
5. Composition of the Board of Directors and Board of Commissioners
The composition of the Company’s Board of Directors and Board of Commissioners at the time of
this disclosure, based on Deed No. 3 dated July 16, 2024, executed before Dr. Putra Hutomo, S.H.,
M.Kn., a Notary in the Administrative City of South Jakarta, is as follows:
Board of Commissioners
President Commissioner : Jessica Kusuma
Commissioner : Ilham Djaja
Independent Commissioner : Heriyadi
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
Director : Tungga Wijaya
6. Financial Information
The table below provides an overview of PTMR’s consolidated key financial data: (i) as of December
31 for the period ending in 2024, audited by Kanaka Puradiredja, Suhartono, Independent Public
Accountants, in accordance with the Auditing Standards established by the Indonesian Institute of
Certified Public Accountants (IAPI) with an unqualified opinion No. 00160/3.0357/AU.1/05/1021-
2/1/III/2025, with no restatements dated March 25, 2025, signed by Helli I.B. Susetyo, CPA; (ii) as
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of September 30 for the period ending in 2025, audited by KAP Kanaka Puradiredja, Suhartono,
Independent Public Accountant, in accordance with the Auditing Standards established by the
Indonesian Institute of Certified Public Accountants (IAPI) with an unqualified opinion No.
00840/3.0357/AU. 1/05/1021–3/1/XII/2025, no restatement, dated December 29, 2025, signed by
Helli I.B. Susetyo, CPA; (iii) as of December 31 for the period ending in 2025, audited by KAP Anwar
and Partners, Independent Public Accountants, in accordance with the Auditing Standards
established by the Indonesian Institute of Certified Public Accountants (IAPI), with an unqualified
opinion numbered: 00214/2.1035/AU.1/05/1432-1/ 1/III/2026, with no restatements, dated March 30,
2026, signed by Soaduon Tampubolon, CPA.
Statement of Financial Position
Presented in Rupiah (IDR)
Description 31 December 2025 30 September 2025 31 December 2024
Total Assets 120,853,370,450 143,775,377,160 159,592,481,737
Total Liabilities 48,163,873,827 55,598,228,470 60,397,809,377
Total Equity 72,689,496,623 88,177,148,690 99,194,672,360
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah (IDR)
Description 31 December 2025 30 September 2025 31 December 2024
Revenue 127,106,966,372 97,308,765,210 128,819,630,162
Gross Profit 33,600,828,593 25,594,536,047 36,305,830,300
Net Income (Loss)
for the Year (26,505,175,737) (10,503,915,995) 8,161,915,951
Darmawan Wangsa
Darmawan Wangsa was born in Henan on March 20, 1963. He is an Indonesian citizen residing at Pantai
Mutiara Block AG No. 10, RT 008, RW 016, Pluit Village, Penjaringan Subdistrict, North Jakarta
Administrative City, DKI Jakarta Province, and serves as a Director at PT Samudera Layar Nusantara.
B. Affiliation and Nature of Conflicts of Interest
As of the date of this Disclosure, there is no affiliation between the Company and Darmawan Wangsa.
However, the SLN Acquisition Transaction constitutes a conflict of interest because it was conducted in
connection with the Company’s Acquisition Transaction, namely to align the Company’s business
activities with the business lines, operations, competencies, and business strategies of DS as the
Company’s prospective new controlling party.
C. Transaction Value
The transaction value for the acquisition of SLN Shares, as set forth in the SLN Share Purchase
Agreement, is IDR 88,045,859,000 (eighty-eight billion forty-five million eight hundred fifty-nine thousand
rupiah).
D. The Company’s Plans Regarding the SLN Acquisition Transaction
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SLN will become the Company’s first investment portfolio following the Change in the Company’s
Business Activities. The Company, as the holding company, will perform strategic oversight of SLN’s
operations as well as the management of SLN’s capital and business risks. It is expected that the
Company, through its SLN share portfolio, will create added value for shareholders and other
stakeholders.
2. Transaction for the Transfer of the Company’s Net Business
A. Transaction Object
The subject matter of the transaction, along with the terms and conditions governing its execution, is set
forth in the Net Business Transfer Agreement dated May 6, 2026 (“Net Business Transfer Agreement”),
which, in essence, provides for the following:
The Parties
• The Seller : Company
• The Purchaser : PTMP
Object of the Agreement
Transfer of the Company's Entire Business
Net Business Purchase Price
The total consideration for the Net Business Transfer Price as of the Financial Statement Date is
Rp100,680,000,000.00 (one hundred billion six hundred eighty million rupiah), which is the agreed-upon
value of the Transferred Assets minus Rp39,333,280,163.00 (thirty-nine billion three hundred thirty-three
million two hundred eighty thousand one hundred sixty-three Rupiah) excluding tax liabilities, which is
the value of the Assumed Liabilities, resulting in Rp61,346,719,837.00 (sixty-one billion three hundred
forty-six million seven hundred nineteen thousand eight hundred thirty-seven Rupiah).
Conditions Precedent
The completion of the Company’s Clean Business Transfer Transaction is subject to the fulfillment of the
conditions precedent set forth in the Clean Business Transfer Agreement, which are, in essence, as
follows:
• the approval of the EGMS and the Independent GMS of each party;
• the approval of the EGMS and the Independent GMS of each party;
• all representations and warranties made by the parties under the Net Business Transfer Agreement
remaining true, correct, and accurate in all material respects from the date of the Net Business
Transfer Agreement up to the completion date; and
• the completion of the Company Acquisition Transaction.
B. Parties to the Net Business Transfer Transaction
As described above, the parties involved in the transaction are as follows:
The Seller : Company
The Purchaser : PTMP
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Set out below is the information regarding the Company and PTMP as the parties to the Company’s Net
Business Transfer Transaction:
The Company
The purchasing party is the Company, the information of which has been described above under Point
No. 1 letter B regarding the Parties to the Company’s SLN Acquisition Transaction.
PTMP
1. Brief History of PTMP
PTMP was established on 25 May 2000 based on Deed No. 257 drawn up before Drajat Darmadji,
S.H., M.Hum., Notary in Jakarta (the “PTMP Deed of Establishment”). The deed of establishment
was approved by the Minister of Law and Human Rights of the Republic of Indonesia pursuant to
Decree No. C24427.HT.01.01.Th.2000 dated 21 November 2000.
PTMP’s Articles of Association have been amended several times, most recently based on Deed No.
86 dated 12 September 2022, drawn up before Christina Dwi Utami, S.H., M.Kn., Notary in West
Jakarta, concerning changes in the composition of shareholders as well as the increase in authorized
capital, issued capital, and paid-up capital. Such amendment deed was approved by the Minister of
Law and Human Rights of the Republic of Indonesia pursuant to Decree No. AHU-AH.01.03-0290444
dated 12 September 2022.
2. Address of PTMP
PTMP is domiciled at Jalan Pangeran Jayakarta 135, Komplek Prima Jayakarta Blok B 20, Mangga
Dua Selatan, Sawah Besar, Kel. Mangga Dua Selatan, Kec. Sawah Besar, Central Jakarta, DKI
Jakarta Province.
3. Business Activities of PTMP
Pursuant to Article 3 of the Company’s Articles of Association, the business activities of PTMP are
as follows:
a. Wholesale of Machinery, Equipment, and Other Supplies
b. Wholesale of Chemicals and Chemical Products
c. Leasing and Rental Activities Without an Option to Purchase – Machinery, Equipment, and Other
Tangible Goods Not Classified Elsewhere
d. Repair of Special-Purpose Machinery
e. Wholesale Trade of Other Products Not Classified Elsewhere
f. Wholesale Trade of Electronic Parts
The business activities currently and actually carried out by PTMP are as an authorized distributor
and provider of rental services for industrial packaging equipment, including spare parts and services
such as coding, marking, labeling, and product inspection systems.
4. Capital Structure and Shareholder Composition of PTMP
Pursuant to the Deed of Declaration of Shareholders’ Resolution of PT Mitra Pack Tbk No. 86 dated
September 12, 2022, executed by Christina Dwi Utami, S.H., M.Kn., a Notary in West Jakarta, which
has been approved by the Minister of Law and Human Rights of the Republic of Indonesia pursuant
to Decision No. AHU-AH.01.03-0290444 dated September 12, 2022. The Company’s capital
structure and shareholder composition are as follows:
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Par Value Rp25.00 per share
Description
Number of Shares Par Value (Rp) (%)
Authorized Capital 9,476,800,000 236,920,000,000
Shareholders:
- PT Kencana Usaha Sentosa 2,298,124,000 57,453,100,000 72.51%
- 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%
Total Issued and Fully Paid-in
Capital 3,169,200,000 79,230,000,000 100.00%
Shares in Portepel 6,307,600,000 157,690,000,000
5. Composition of the Board of Directors and Board of Commissioners of PTMP
The composition of the Company’s Board of Directors and Board of Commissioners at the time this
disclosure was issued, based on the latest Deed of Amendment, is as follows:
Board of Commissioners
President 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 provides an overview of PTMP’s consolidated key financial data: (i) as of December
31 for the period ending in 2024, audited by KAP Kanaka Puradiredja, Suhartono, Independent Public
Accountants, in accordance with the Auditing Standards established by the Indonesian Institute of
Certified Public Accountants (IAPI) with an unqualified opinion No. 00196/3.0357/AU.1/05/1021-
2/1/III/2025, with no restatements, dated March 27, 2025, signed by Helli I.B. Susetyo, CPA; (ii) as
of September 30 for the period ending in 2025, audited by KAP Kanaka Puradiredja, Suhartono,
Independent Public Accountant, in accordance with the Auditing Standards established by the
Indonesian Institute of Certified Public Accountants (IAPI), with an unqualified opinion numbered
00843/3.0357/AU. 1/05/1021–3/1/XII/2025, no restatement, dated December 30, 2025, signed by
Helli I.B. Susetyo, CPA; (iii) as of December 30 for the period ending in 2025, audited by KAP Anwar
and Partners, Independent Public Accountants, in accordance with the Auditing Standards
established by the Indonesian Institute of Certified Public Accountants (IAPI), with an unqualified
opinion numbered 00215/2.1035/AU.1/05/1432-1/ 1/III/2026, with no restatements, dated March 30,
2026, signed by Soaduon Tampubolon, CPA.
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Statement of Financial Position
Presented in Rupiah (IDR)
Description 31 December 2025 30 September 2025 31 December 2024
Total Assets 271,222,830,901 290,158,790,171 334,864,065,589
Total Liabilities 101,015,479,016 100,042,858,428 102,586,997,777
Total Equity 170,207,351,885 190,115,931,743 232,277,067,812
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah (IDR)
Description 31 December 2025 30 September 2025 31 December 2024
Revenue 207,657,845,924 147,594,701,531 192,300,097,187
Gross Profit 62,261,529,160 46,281,717,463 67,907,917,102
Net Income (Loss) for
the Year (62,021,312,665) (41,904,588,054) 11,975,326,234
C. Affiliated Relationships and Nature of Conflicts of Interest
There is an affiliated relationship between the Company and PTMP, wherein as of the date of this
Disclosure:
(a) PTMP is the controlling party of the Company; and
(b) there are common members of the Board of Directors and Board of Commissioners between the
Company and PTMP, namely Mr. Ardi Kusuma, Ms. Jessica Kusuma, Ms. Cindy Kusuma, Mr.
Edward Kusuma, and Mr. Tungga Wijaya.
The Company’s Net Business Transfer Transaction has the potential to involve a conflict of interest as
referred to in POJK 42/2020 because it is conducted in connection with the Company’s Acquisition
Transaction, namely to align the Company’s business activities with the business lines, operations,
competencies, and business strategies of DS as the prospective new controlling party of the Company.
The Net Business Transfer Transaction is believed not to be detrimental to the Company because, at the
same time, the Company will carry out the SLN
D. Transaction Value
The transaction value of the Company’s Net Business Transfer is Rp61,346,719,837 (sixty-one billion
three hundred forty-six million seven hundred nineteen thousand eight hundred thirty-seven Rupiah),
calculated based on the gross asset value of Rp100,680,000,000 (one hundred billion six hundred eighty
million Rupiah) minus liabilities excluding tax liabilities amounting to Rp39,333,280,163 (thirty-nine billion
three hundred thirty-three million two hundred eighty thousand one hundred sixty-three Rupiah).
The Net Business Acquisition Transaction Value of PTMR will be subject to further adjustments in
accordance with the calculation of PTMR’s assets and liabilities as of the transaction closing date.
E. Others
Adjustments on the transaction completion date will not cause the existing valuation report and fairness
opinion to become invalid, as in their respective assessments, each KJPP has taken into account the
estimated value of the assets and liabilities for the 6-month period following the financial statement date
used in the transaction.
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3. GPK Transfer Transaction
A. Transaction Object
The subject matter of the transaction, along with the terms and conditions governing its execution, are
set forth in the Share Purchase Agreement for GPK dated May 6, 2026 (“GPK Share Purchase
Agreement”), which essentially provides for the following:
The Parties
• The Seller : Company
• The Purchaser : PTMP
Object of the Agreement
The transfer and/or sale by the Company of all shares owned by the Company in GPK, representing
99% (ninety-nine percent) of the total issued and paid-up capital of GPK.
Set out below is the information regarding GPK as the Transaction Object of the GPK Acquisition
Transaction.
Information regarding GPK
1) Brief History of GPK
PT Global Putra Kusuma (“GPK”) was established pursuant to Deed No. 3 executed by Notary
Novianti, S.H., M.M., on September 1, 2014. The deed of incorporation was approved by the Ministry
of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-
0091621.40.80.2014 dated September 10, 2014.
The Company’s Articles of Association have undergone several amendments. The most recent
amendment, based on Deed No. 44 executed by Notary Stephanie Wilamarta, S.H., on August 13,
2025, pertains to the reappointment of the Board of Directors and the Board of Commissioners.
These amendments were approved by the Minister of Law and Human Rights of the Republic of
Indonesia through Decision Letter No. AHU-0194056.AH.01.11.2025 dated August 21, 2025.
2) Alamat GPK
PT Global Putra Kusuma is located at Prima Jayakarta Complex 135 Block B 20, Jl. Pangeran
Jayakarta, Mangga Dua Selatan, 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) Capital Structure and Shareholder Composition of GPK
Based on the Deed of Declaration of Shareholders’ Resolution of PT Global Putra Kusuma No. 44
dated August 13, 2025, executed by Stephanie Wilmarta, S.H., a Notary in Jakarta, which has been
approved by the Minister of Law and Human Rights of the Republic of Indonesia pursuant to
Decision No. AHU-0194056.AH.01.11.2025 dated August 21, 2025. The Company’s capital
structure and shareholder composition are as follows:
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Par value Rp100,000.00 per share
Keterangan Number of
Par Value (Rp) (%)
Shares
Authorized Capital 1,000,000 100,000,000,000
Shareholders:
- PT Master Print Tbk 247,500 24,750,000,000 99.00%
- PT Kencana Usaha Sentosa 2,500 250,000,000 1.00%
Total Issued and Fully Paid-in
Capital 250,000 25,000,000,000 100.00%
Shares in Portepel 750,000 75,000,000,000
5) GPK Management Structure
The composition of GPK’s Board of Directors and Board of Commissioners at the time this disclosure
was published, based on the latest Amendment Deed, is as follows:
Board of Commissioners
President Commissioners : Ardi Kusuma
Commissioner : Jessica Kusuma
Independent Commissioner : Ilham Djaja
Board of Directors
President Director : Tungga Wijaya
Director : Edward Kusuma
Director : Cindy Kusuma
6) Financial Information of GPK
The table below presents a summary of the key financial data of PT Global Putra Kusuma: (i) as of
31 December for the period ended 2024, audited by KAP Kanaka Puradiredja, Suhartono,
Independent Public Accountants, in accordance with the Auditing Standards established by the
Indonesian Institute of Certified Public Accountants (/IAPI), with an unqualified opinion No.
00133/3.0357/AU.1/05/1021-3/1/III/2025, without restatement, dated 25 March 2025, signed by Helli
I.B. Susetyo, CPA; (ii) as of 30 September for the period ended 2025, audited by KAP Kanaka
Puradiredja, Suhartono, Independent Public Accountants, in accordance with the Auditing
Standards established by IAPI, with an unqualified opinion No. 00839/3.0357/AU.1/05/1021-
4/1/XII/2025, without restatement, dated 29 December 2025, signed by Helli I.B. Susetyo, CPA; and
(iii) as of 31 December for the period ended 2025, audited by KAP Anwar dan Rekan, Independent
Public Accountants, in accordance with the Auditing Standards established by IAPI, with an
unqualified opinion No. 00213/2.1035/AU.1/05/1432-1/1/III/2026, without restatement, dated 27
March 2026, signed by Soaduon Tampubolon, CPA.
Statement of Financial Position
Presented in Rupiah (IDR)
Description 31 December 2025 30 September 2025 31 December 2024
Total Assets 39,925,497,131 41,974,664,740 48,422,394,828
Total Liabilities 22,694,277,983 24,398,856,042 22,449,527,883
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Total Equity 17,231,219,148 17,575,808,698 25,972,866,945
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah (IDR)
Description 31 December 2025 30 September 2025 31 December 2024
Revenue 25,279,074,551 18,606,059,057 22,954,564,604
Gross Profit 8,505,652,722 5,952,206,305 8,614,485,618
Net Income (Loss) for the
(8,450,692,528 ) (8,108,088,232) 892,738,426
Year
Share Purchase Price
In relation to the GPK Transfer Transaction, PTMP shall make payment to the Company in the amount
of IDR26,901,180,000 (twenty-six billion nine hundred one million one hundred eighty thousand Rupiah).
Conditions Precedent
The completion of the GPK Transfer Transaction is subject to the fulfillment of the conditions precedent
stipulated under the GPK Share Sale and Purchase Agreement, which principally include the following:
• the approval of the EGMS and the Independent GMS and/or other corporate approvals required by
each party; and
• the completion of the Company Acquisition Transaction.
In relation to the GPK Transfer Transaction, GPK has obtained approval from Bank BCA pursuant to
Letter No. 01026/SLK/2025 dated 29 December 2025 regarding Approval for the Change of Shareholders
of GPK.
B. Parties to the GPK Transfer Transaction
As stated in the GPK Share Purchase Agreement, the parties involved in the transaction are:
• The Seller : Company
• The Purchaser : PTMP
The following is information regarding the Company and PTMP as the parties conducting the GPK
Transfer Transaction:
The Company
The transferor is the Company, the information of which has been described above in Point No. 1 letter
B regarding the Parties to the Company’s SLN Acquisition Transaction.
PTMP
The transferee is PTMP, the information of which has been described above in Point No. 1 letter B
regarding the Parties to the Company’s Net Business Transfer Transaction.
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C. Affiliated Relationship and Conflict of Interest Nature
There is an affiliate relationship between the Company and PTMP, whereby as of the date of this
Disclosure:
(a) PTMP is the controlling party of the Company; and
(b) there are common members of the Board of Directors and the Board of Commissioners between the
Company and PTMP, namely Mr. Ardi Kusuma, Ms. Jessica Kusuma, Ms. Cindy Kusuma, Mr.
Edward Kusuma, and Mr. Tungga Wijaya.
The GPK Transfer Transaction has the potential to involve a conflict of interest as referred to in POJK
42/2020 because it is conducted in connection with the Company’s Acquisition Transaction, namely to
align the Company’s business activities with the business lines, operations, competencies, and business
strategies of DS as the prospective new controlling party of the Company. The GPK Transfer Transaction
is believed not to be detrimental to the Company because, at the same time, the Company will carry out
the SLN Acquisition Transaction.
D. Transaction Value
The transaction value of the GPK Transfer is Rp26,901,180,000 (twenty-six billion nine hundred one
million one hundred eighty thousand Rupiah), as set forth in the GPK Transfer Agreement.
4. Other Information
The Changes in Business Activities, the SLN Acquisition Transaction, the Net Business Transfer Transaction,
and the GPK Transfer Transaction are part of a series of restructuring and reorganization efforts regarding
the Company’s business portfolio, wherein these transactions are planned and disclosed as a single,
inseparable series of transactions.
In the event that the Independent General Meeting of Shareholders does not approve the SLN Acquisition
Transaction, the Net Business Transfer Transaction, and the GPK Transfer Transaction, the Company may
potentially be unable to execute the entire series of Planned Transactions. In the event that the Independent
GMS does not approve the SLN Acquisition Transaction, the Net Business Transfer Transaction, and the
GPK Transfer Transaction, the Business Purchase Agreement and the GPK Share Purchase Agreement will
be canceled, in which case the Company will not be liable for cancellation fees.
In relation to the Company Acquisition Transaction, DS has announced the negotiation regarding the
proposed takeover in Investor Daily newspaper on 24 June 2025, concurrently with the Company’s disclosure
of information dated 24 June 2025 No. 32/DIR-SP/VI/2025 concerning the Submission of Announcement of
Negotiation in relation to the Proposed Acquisition of PT Master Print Tbk, addressed to the Financial
Services Authority (“OJK”). Furthermore, the Company has re-announced a Disclosure of Information dated
12 November 2025 No. 59/DIR-SP/XI/2025Rev concerning the Report on Material Information or Facts
regarding the Progress of Negotiations in relation to the Proposed Acquisition of PT Master Print Tbk (a
Subsidiary of the Company), addressed to the OJK and the Indonesia Stock Exchange (“IDX”), in compliance
with Financial Services Authority Regulation No. 9 of 2018 concerning the Acquisition of Public Companies
(“POJK 9/2018”) and Financial Services Authority Regulation No. 31 of 2015 concerning Disclosure of
Information or Material Facts by Issuers or Public Companies (“POJK 31/2015”).
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5. Conclusion
The PTMR Divestment Transaction, the Net Business Acquisition Transaction, and the GPK Acquisition
Transaction, as a series of transactions, constitute a Material Transaction as referred to in Article 3 paragraph
(1) in conjunction with Article 6 paragraph (1) letter d number 1 of POJK 17/2020. The Net Business
Acquisition Transaction and the GPK Acquisition Transaction also constitute Affiliated Transactions as
referred to in POJK 42/2020.
Referring to Article 33 letter a of POJK 17/2020, considering that the PTMR Divestment Transaction, the Net
Business Acquisition Transaction, and the GPK Acquisition Transaction constitute Material Transactions and
(specifically with respect to the Net Business Acquisition Transaction and the GPK Acquisition Transaction)
also constitute Affiliated Transactions, the implementation thereof shall only be subject to compliance with
the provisions under POJK 17/2020. In order to comply with the provisions of Article 14 letters a and b of
POJK 17/2020, the Company will convene an EGMS to obtain approval from its shareholders in relation to
the proposed implementation of the PTMR Divestment Transaction, and an Independent GMS to obtain
approval from the independent shareholders in relation to the proposed implementation of the Net Business
Acquisition Transaction and the GPK Acquisition Transaction.
III. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE IMPLEMENTATION OF THE
PROPOSED TRANSACTIONS AND THEIR IMPACT ON THE COMPANY’S FINANCIAL CONDITION
The Change of Business Activities, the SLN Acquisition Transaction, the Net Business Transfer Transaction, and
the GPK Transfer Transaction are targeted to be implemented on the same day, no later than 1 (one) Business
Day after the receipt of (i) the approval of the Company’s Shareholders through the EGMS in relation to the Change
of Business Activities and the Independent GMS in relation to the SLN Acquisition Transaction, the Net Business
Transfer Transaction, and the GPK Transfer Transaction; and (ii) the approval of PTMP’s Shareholders through
the EGMS in relation to the PTMR Divestment Transaction and the Independent GMS in relation to the Net
Business Acquisition Transaction and the GPK Acquisition Transaction (the “Implementation Date”).
1. Change of Business Activities
A. Explanation, Considerations, and Reasons for the Change of Business Activities
This Change of Business Activities is carried out in connection with the proposed acquisition of SLN
by the Company, whereby the Company will align its business activities with the business strategy
of DS, as the prospective new controlling shareholder. In the future, the Company will operate
exclusively as a holding company, while operational business activities will be conducted through its
subsidiaries.
The Company also expects that this Change of Business Activities will provide benefits in the form
of improved performance and profitability, support long-term growth, and create added value for the
Company and its shareholders.
The change of the Company’s business activities into KBLI 64210 (Holding Company Activities),
KBLI 70100 (Head Office Activities), and KBLI 70209 (Other Management and Business Consulting
Activities) is intended to support the Company’s role as a holding company that solely holds assets
in the form of shares in other companies. In connection with the change of business activities carried
out in relation to the Company Acquisition Transaction, dissenting shareholders may exercise their
rights in accordance with Article 62 paragraph (1) letter a of Law No. 40 of 2007 concerning Limited
Liability Companies, including through participation in the mandatory tender offer to be conducted
by DS (the prospective new controlling shareholder of the Company), with the implementation of the
Change of Business Activities remaining subject to the completion of the Company Acquisition
Transaction.
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B. Impact of the Change of Business Activities on the Company’s Financial Condition
With the change in the Company’s business activities, based on the feasibility study analysis
conducted by KJPP Syarif Endang dan Rekan, the contribution of SLN to the Company’s financial
condition is expected to provide additional value as follows:
Description 2026 2027 2028 2029 2030
Revenue 94,819,860 106,717,217 125,763,239 157,890,911 159,898,763
Operating Profit (Loss) – 21,319,896 22,165,518 26,438,408 30,986,674 31,437,104
EBITDA
Net Profit (Loss) 13,889,614 14,384,373 18,220,616 22,175,255 22,393,495
During the period 2026–2030, total sales are projected to increase. In 2026, total sales are projected
at IDR94.82 billion, increasing to IDR159.90 billion in 2030.
After taking into account cost of goods sold, operating expenses, other expenses, and final tax, the
Company is projected to record additional net profit from the Change of Business Activities of
IDR13.89 billion in 2026, IDR14.38 billion in 2027, IDR18.22 billion in 2028, IDR22.18 billion in 2029,
and IDR22.39 billion in 2030. In addition, cash flow resulting from the Change of Business Activities
is also projected to continue increasing. Cash and cash equivalents at the beginning of 2026 are
IDR45.75 billion, which are projected to increase to IDR141.53 billion at the end of the 2030
projection period.
Description 2026 2027 2028 2029 2030
CASH FLOWS FROM
OPERATING ACTIVITIES
Revenue Receipts 87,026,447 97,945,939 115,426,534 144,913,575 146,756,399
Trade Receivables Collections 7,727,634 7,793,413 8,771,278 10,336,705 12,977,335
Payments to Third Parties (70,806,105) (81,161,457) (95,874,429) (123,709,117) (124,139,747)
Receipts from (Payments for) Other (15,946) (16,424) (16,917) (17,424) (17,947)
Operations
Operating Expenses (3,600,000) (3,780,000) (3,969,000) (4,167,450) (4,375,823)
Final Income Tax (1,137,838) (1,280,607) (1,509,159) (1,894,691) (1,918,785)
NET CASH FLOWS PROVIDED
BY (USED IN) OPERATING 19,194,192 19,500,865 22,828,308 25,461,598 29,281,433
ACTIVITIES
CASH FLOWS FROM INVESTING
ACTIVITIES
Capital Expenditures, CAPEX (4,098,590) (4,098,590) (4,098,590) (4,098,590) (4,098,590)
NET CASH FLOWS PROVIDED
BY (USED IN) INVESTING (4,098,590) (4,098,590) (4,098,590) (4,098,590) (4,098,590)
ACTIVITIES
CASH FLOWS FROM FINANCING
ACTIVITIES
Interest Payments - - - - -
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Description 2026 2027 2028 2029 2030
NET CASH FLOWS PROVIDED
BY (USED IN) FINANCING - - - - -
ACTIVITIES
NET INCREASE (DECREASE) IN 15,095,602 15,402,274 18,729,717 21,363,008 25,182,842
CASH
CASH AT THE BEGINNING OF 45,754,471 60,850,073 76,252,348 94,982,065 116,345,073
THE YEAR
CASH AT THE END OF THE 60,850,073 76,252,348 94,982,065 116,345,073 141,527,916
YEAR
Thus, based on the feasibility analysis conducted for the Company’s Change of Business Activities,
the following feasibility parameters are obtained:
• Net Present Value (NPV) > 0 → Feasible
The resulting NPV is IDR212,078,508,000. Therefore, the positive NPV result (greater than zero)
indicates that the project is feasible, as it generates profit.
• Internal Rate of Return (IRR) > Discount Rate → Feasible
The resulting IRR is 44.97%. This IRR is above the discount rate of 9.68%. Accordingly, the IRR
indicates that the project is feasible, as the return exceeds the assumed cost of capital.
• Profitability Index (PI) > 1 → Feasible
The resulting PI is 2.61255. Thus, a PI greater than 1 indicates that the project is feasible, as it
generates value relative to the investment outlay.
• Payback Period (PP)
The resulting Payback Period is 5 years and 8 months. Accordingly, the Company is able to
recover the entire investment after the project has been running for 5 years and 8 months.
2. SLN Acquisition Transaction
A. Explanation, Considerations, and Reasons for the SLN Acquisition Transaction
The SLN Acquisition Transaction by the Company was conducted in connection with the
implementation of the Company’s Acquisition Transaction, the Company’s Net Business Transfer
Transaction and the GPK Transfer Transaction, in order to align the Company’s business activities
with the business lines, operations, competencies, and business strategies of DS as the prospective
new controlling party, including adjustments to the structure of assets and liabilities to ensure the
management of the Company’s assets and liabilities aligns with the Changes in the Company’s
Business Activities, in order to align the Company’s business activities with the and business
activities as well as the business competencies and strategies of DS as the prospective new
controlling party. The business group of the prospective new controlling party, namely DS, has a
business portfolio in the trade and maritime transport sectors for the transportation of commodities,
while SLN is a company engaged in maritime transport activities, including the chartering of maritime
transport. Thus, the SLN Acquisition Transaction is expected to support the development of the
Company’s business portfolio in a sector that has strategic relevance to the Company’s future
business development direction.
B. Impact of the Transaction on the Company’s Financial Condition
The acquisition of SLN will benefit the Company through the expansion of its investment portfolio
and the strengthening of its future business operations, as reflected in the pro forma financial
statements and analyzed in the fairness opinion. However, the contribution of this investment to the
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Company’s performance will be influenced by SLN’s business performance and the general
conditions of the maritime transport industry, as also reflected herein.
Provided that the Transaction is conducted in accordance with the principle of fairness and
supported by an adequate financing structure, the Transaction is not expected to have a material
adverse effect on the Company’s financial condition.
C. Explanation, Considerations, and Reasons for Entering into a Conflict-of-Interest
Transaction, Compared to Entering into a Similar Transaction Not Involving a Conflict of
Interest
This transaction was conducted as part of the restructuring of the Company’s business structure to
support the Company’s business development direction following its acquisition by DS, in accordance
with the Company’s business restructuring plan, the integration of transaction execution processes,
and the certainty of transaction completion, while prioritizing the best interests of the Company.
The Company ensures that the transaction is conducted based on the principle of fairness, the
application of good corporate governance, and in accordance with applicable laws and regulations,
supported by a fairness opinion from an Independent Appraiser to protect the interests of the
Company and public shareholders.
3. Net Business Transfer Transaction
A. Explanation, Considerations, and Reasons for the Net Business Transfer Transaction
The PTMR Net Business Transfer Transaction is carried out in order to align the Company’s
business activities with the business lines, business activities, competencies, and business strategy
of DS as the prospective new controlling shareholder, including adjustments to the asset and liability
structure to ensure that the management of the Company’s assets and liabilities is in line with the
Company’s Change of Business Activities, in the context of aligning the Company’s business
activities with DS’s business direction and strategy.
In other words, the Company Acquisition Transaction and the Company’s Net Business Transfer
Transaction constitute a single series of interrelated and inseparable transactions. Through the
implementation of these two transactions, the transfer of controlling ownership of the Company is
carried out simultaneously with the transfer of the Company’s business.
In line with the implementation of these transactions, the Company’s policies and operations will be
adjusted to the Company’s Change of Business Activities following the completion of the Company
Acquisition Transaction and the Net Business Transfer Transaction.
This transaction is conducted based on fair commercial considerations (arm’s length transaction),
taking into account the fairness opinion issued by an independent appraiser and the principle of
prudence.
B. Impact of the Net Business Transfer Transaction on the Company’s Financial Condition
The Business Transfer Transaction includes the transfer of the Company’s entire operational
business activities, along with the related assets and liabilities attached to such business activities.
Accordingly, the Transaction will have an impact on the Company’s financial condition, particularly
on the composition of assets, liabilities, equity, revenues, expenses, and cash flows of the Company,
in accordance with the transaction value, settlement scheme, and applicable accounting treatment.
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These effects may be reflected, among other things, in the reduction of assets and liabilities
transferred to PTMP, the recognition of cash or receivables arising from the Transaction, and the
potential recognition of a gain or loss on the disposal of the business if the consideration for the
Transaction differs from the carrying amount of the net assets transferred. After the effective date of
the Transaction, the transferred business operations will no longer contribute directly to the
Company’s revenue and expenses; consequently, the Company’s revenue structure, profitability
levels, and ability to generate cash flow in the future will depend on the planned use of funds from
the Transaction, the retained business operations, and the Company’s business strategy following
the Transaction.
However, as long as the Transaction is conducted on a fair value basis, in compliance with applicable
laws and regulations, and supported by an adequate plan for the use of proceeds, it is not expected
to have a material adverse impact on the Company’s ability to meet its financial obligations or to
maintain its going concern status.
C. Explanation, Considerations, and Reasons for the Affiliated Transaction Compared to Similar
Transactions with Non-Affiliated Parties
The selection of an affiliated party in this transaction is made by taking into account the best interests
of the Company, including considerations of implementation efficiency, transaction process
effectiveness, and transaction completion certainty. The Company and PTMP, as affiliated parties,
have a sufficient understanding of the operational characteristics, technical conditions, and risk profile
of the assets being transacted, allowing the evaluation, negotiation, and completion process to be
conducted in a more effective and measurable manner compared to transactions with third parties
who do not have the same level of understanding.
Notwithstanding that the transaction is conducted with an affiliated party, the Company ensures that
the transaction is carried out on an arm’s length basis, in accordance with the principles of good
corporate governance, and in compliance with applicable laws and regulations, including through the
appointment of an Independent Appraiser to obtain a fairness opinion on the transaction, in order to
protect the interests of the Company and its public shareholders.
D. Explanation, Considerations, and Reasons for the Conflict of Interest Transaction Compared
to Similar Transactions Without Conflict of Interest
This transaction, together with the series of other Proposed Transactions, is carried out as part of a
business restructuring aimed at improving operational efficiency and strengthening the Company’s
financial structure. Compared to transactions with third parties, the series of Proposed Transactions
provides higher execution certainty and cost efficiency, as it forms part of the strategic plan for DS to
become the controlling shareholder of the Company.
The Company ensures that the transaction is conducted on an arm’s length basis, in accordance with
the principles of good corporate governance and applicable laws and regulations, including through
the appointment of an Independent Appraiser to obtain a fairness opinion on the transaction, in order
to protect the interests of the Company and its public shareholders, so that the terms obtained by the
Company are no less favorable than those in a transaction without a conflict of interest, thereby
safeguarding the interests of public shareholders.
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4. GPK Transfer Transaction
A. Explanation, Considerations, and Reasons for the GPK Transfer Transaction
The GPK Transfer Transaction is carried out by the Company in connection with the implementation
of the Company Acquisition Transaction and the Company’s Net Business Transfer Transaction, in
order to align the Company’s business activities with the business lines, activities, competencies,
and business strategy of DS as the prospective new controlling shareholder, including adjustments
to the asset and liability structure to ensure that the management of the Company’s assets and
liabilities is aligned with the Company’s Change of Business Activities in connection with the
alignment of the Company’s business direction with DS’s strategy.
The Company’s share ownership in GPK is not included in the Business being transferred as
stipulated in the Net Business Transfer Agreement between the Company and PTMP, as the
business activities and investment in GPK have also been indirectly managed by PTMP through the
Company. Therefore, the valuation and transfer of the Company’s share ownership in GPK to PTMP
are conducted separately under an agreement distinct from the Net Business Transfer Agreement.
The GPK Transfer Transaction also forms part of the restructuring of business management within
the Company’s group as a consequence and follow-up of the Company Acquisition Transaction.
In other words, the Company Acquisition Transaction, the Net Business Transfer Transaction, and
the GPK Transfer Transaction constitute a series of interrelated and inseparable transactions.
In line with the implementation of these transactions, the Company’s policies and operations will be
adjusted to the Company’s Change of Business Activities following the completion of the Company
Acquisition Transaction, the Net Business Transfer Transaction, and the GPK Transfer Transaction.
The transaction is carried out based on sound business considerations and in accordance with arm’s
length principles, taking into account the interests of the Company and its public shareholders.
B. Impact of the Transaction on the Company’s Financial Condition
Based on the Addendum to the Conditional Sale and Purchase Agreement dated 6 May 2026, PT
Master Print Tbk (“the Company” or “PTMR”) has transferred all of its share ownership in PT Global
Putra Kusuma (“GPK”) to PT Mitra Pack Tbk (“PTMP”). This transaction constitutes a transfer of
majority shares resulting in a change in the ownership structure of GPK, whereby GPK is no longer
indirectly controlled by the Company’s group and becomes directly controlled by PTMP. Upon the
effective date of the Transaction, PTMP will obtain direct control over GPK, while the Company will
no longer have any control or ownership interest in GPK.
From the Company’s perspective as the transferring party, the main impact of the Transaction on
the Company’s financial condition will be reflected in changes in the composition of investments and
the Company’s asset structure, particularly through the reduction of investment in subsidiaries, the
derecognition of GPK’s assets and liabilities from the Company’s consolidated financial statements,
and the recognition of gain on divestment in accordance with applicable financial accounting
standards. Following the transfer, since the Company no longer holds shares in GPK, the Company
will cease to consolidate GPK’s financial statements into its consolidated financial statements
starting from the effective date of the transfer.
The implementation of this Transaction is expected to provide greater flexibility for the Company in
managing its investment portfolio more optimally, strengthen the Company’s capital structure and
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liquidity, and support the focus on developing the Company’s business activities in accordance with
its future business direction and strategy.
C. Explanation, Considerations, and Reasons for the Affiliated Transaction Compared to Similar
Transactions Without Affiliation
The selection of an affiliated party in this transaction is based on the best interests of the Company,
including efficiency of execution, effectiveness of the transaction process, and certainty of
completion. The Company and PTMP, as affiliated parties, have a sufficient understanding of the
operational characteristics, technical conditions, and risk profile of the assets being transacted,
enabling the evaluation, negotiation, and settlement process to be conducted in a more effective and
measurable manner compared to transactions with third parties who do not have the same level of
understanding. In addition, transactions with affiliated parties provide a higher level of execution
certainty due to alignment of interests within the business group, thereby minimizing the risk of delay
or transaction failure.
Notwithstanding that the transaction is conducted with an affiliated party, the Company ensures that
it is carried out on an arm’s length basis, in accordance with good corporate governance principles
and applicable laws and regulations, including through the appointment of an Independent Appraiser
to obtain a fairness opinion on the transaction, in order to protect the interests of the Company and
its public shareholders.
D. Explanation, Considerations, and Reasons for the Conflict of Interest Transaction Compared
to Similar Transactions Without Conflict of Interest
This transaction, together with the series of Proposed Transactions, is carried out as part of a
business restructuring aimed at improving operational efficiency and strengthening the Company’s
financial structure. Compared to transactions with third parties, the series of Proposed Transactions
provides higher execution certainty and cost efficiency, as it forms part of the strategic plan for DS to
become the Company’s controlling shareholder.
The Company ensures that the transaction is conducted on an arm’s length basis, in accordance with
the principles of good corporate governance and applicable laws and regulations, including through
the appointment of an Independent Appraiser to obtain a fairness opinion on the transaction, in order
to protect the interests of the Company and its public shareholders, ensuring that the terms received
by the Company are no less favorable than those in transactions without a conflict of interest, thereby
safeguarding the interests of public shareholders.
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IV. STRUCTURE BEFORE AND AFTER THE PROPOSED TRANSACTIONS
A. Structure Before the Proposed Transactions
1. SLN Acquisition Transaction
a. Company Structure
Ardi Kusuma PT Mitra Pack Tbk Masyarakat
0,77% 76,42% 22,81%
Perseroan
99,00%
GPK
b. SLN Structure
PT Prima Dharma
Darmawan Wangsa
Perkasa
51,00% 49,00%
PT Samudera Layar
Nusantara
2. Divestment Transaction
a. PTMP Structure
PT Kencana Usaha
Jessica Kusuma Cindy Kusuma Edward Kusuma Masyarakat
Sentosa
72,51% 0,75% 0,75% 0,75% 25,24%
PT Mitra Pack Tbk
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b. Company Structure
Ardi Kusuma PT Mitra Pack Tbk Masyarakat
0,77% 76,42% 22,81%
Perseroan
99,00%
GPK
c. GPK Structure
PT Kencana Usaha
Perseroan
Sentosa
99,00% 1,00%
GPK
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B. Structure After the Proposed Transactions
SLN Acquisition Transaction & Divestment Transaction
PT Kencana Usaha Pemegang Saham
Masyarakat
Sentosa Cofounder
72,51% 2,25% 25,24%
Deep Source Pte. Ltd Masyarakat PT Mitra Pack Tbk
77,19% 22,81%
1,00% 99,00%
PT Prima Dharma
Perseroan
Perkasa
51,00% 49,00%
PT Samudera Layar
GPK
Nusantara
Note: Simultaneously with the Proposed Transactions, the Company will be subject to an acquisition by
Deep Source Pte. Ltd.
V. SUMMARY OF THE VALUATION REPORT
The Company has appointed KJPP Syarif, Endang dan Rekan as an independent appraiser to conduct the
valuation of the shares of SLN and GPK, as well as the valuation of the Company’s Business. The independent
appraiser confirms that it has no affiliation, either directly or indirectly, with the Company in accordance with the
Capital Market Law.
A. SLN Acquisition Transaction
The following is a summary of the valuation report of SLN’s shares as set out in Report No. 00023/2.0113-
03/BS/05/0340/1/IV/2026 dated 30 April 2026.
1. Appraiser Status
The business appraiser who signed the valuation report is a certified business appraiser of MAPPI with the
following credentials:
MAPPI : No. 09-S-02341
Public Appraiser License : No. B-1.12.00340
License Classification : Business Valuation
Register : No. RMK-2017.00303
STTD OJK : No. STTD.PB-08/PJ-1/PM.02/2023
STTD IKNB : No. 173/NB.122/STTD-P/2019
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2. Identity of the Engagement Party and Report Users
The engagement party for this feasibility study is:
Company Name : PT Master Print Tbk
Business Activities : Trading of shrink packaging, protective packaging, as well as food
packaging materials and pharmaceutical (blister) packaging. For the
shrink packaging and protective packaging business segments, the
subsidiaries act as authorized distributors of Sealed Air, while for food
packaging, they produce vacuum thermoforming plastic multilayer
films under the “Maxima” brand. For pharmaceutical (blister)
packaging, the Company acts as an authorized distributor of Liveo.
Alamat : Ruko Grand Boulevard Blok D1 No. 42-43, Duta Garden, Jurumudi -
Tangerang, Indonesia
Telepon/Fax : 021 – 624 0171, Faks 021 – 624 8978
Email : corsec@masterprint.co.id
3. Valuation Object
The valuation object in this share valuation report is the valuation of 49.00% of the shares of PT Samudera
Layar Nusantara (the Company).
4. Purpose and Objective of the Valuation
KJPP Syarif, Endang & Rekan has been appointed by PTMR in accordance with the Share Valuation
Service Agreement No. 00023/2.0113-03/BS/05/0340/1/IV/2026 dated April 30, 2026 with the purpose of
conducting an analysis to provide an opinion on the Fair Market Value of 49.00% of the Company’s shares.
This report is prepared as information for the Report Users regarding the Fair Market Value of the shares
in connection with the planned share acquisition.
5. Valuation Date
The valuation date is as of 31 December 2025, which is determined based on considerations of relevance
and valuation objectives.
6. Level of Depth of Investigation
In conducting the share valuation assignment, we have carried out the following:
a) Inspection to understand the condition of business operations;
b) Collection of necessary data for the valuation process, including both internal and external company
data;
c) Discussions with management to obtain information, business overview, issues, and future business
plans;
d) Verification of all data received;
e) Requesting additional data and information; and
f) Meetings with management to align understanding regarding the assumptions used.
7. Assumptions and Limiting Conditions
In this valuation, several assumptions and limiting conditions have been applied in relation to the value
conclusion, including:
a) The valuation report is a non-disclaimer opinion;
b) We have reviewed the documents used in the valuation process;
c) The data and information obtained from external and internal sources are believed to be reliable and
accurate;
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d) We have used adjusted financial projections, which reflect the reasonableness of the financial
projections prepared by management, taking into account their achievability (fiduciary duty);
e) We are responsible for the implementation of the Valuation and the reasonableness of the adjusted
financial projections;
f) We have produced a Valuation Report that is open to the public, except for confidential information that
may affect the Company’s operations;
g) We are responsible for the Valuation Report and the conclusion of value; and
h) We have obtained information regarding the legal status of the valuation object from the engagement
party.
Furthermore, we hereby state that in this valuation, we have not applied any special assumptions.
8. Independence of the Appraiser
We are an Independent Appraiser/External Appraiser providing an objective and impartial valuation. The
appraiser is independent, currently and in the future has no financial interest related to the valuation subject
and/or object other than valuation services, and possesses the competence to conduct the valuation.
9. Confirmation that the Valuation Has Been Conducted in Accordance with SPI
Confirmation that the Valuation Has Been Conducted in Accordance with SPI The valuation has been
carried out in compliance with the Indonesian Code of Ethics and Valuation Standards (KEPI & SPI Edition
VII-2018) issued by the Indonesian Society of Appraisers (MAPPI), Financial Services Authority Regulation
No. 35/POJK.04/2020, and OJK Circular Letter No. 17/SEOJK.04/2020.
10. Valuation Approach and Methods
The approach used in determining the Fair Market Value of 49.00% of the Company’s shares is the Income-
Based Approach using the Discounted Cash Flow (DCF) method, and the Asset-Based Approach using
the Excess Earnings Method (EEM).
11. Conclusion of Value
Based on various considerations of objectivity and the fairness of value, we are of the opinion that the Fair
Market Value of 49.00% of the shares of PT Samudera Layar Nusantara as of 31 December 2025 is as
follows:
Rp91.619.000.000,-
(Ninety-One Billion Six Hundred Nineteen Million Rupiah)
B. Net Business Transfer Transaction
The following is a summary of the valuation report of the Company’s Business as set out in Report No.
00022/2.0113-03/BS/05/0340/1/IV/2026 dated 30 April 2026.
1. Identity of the Parties
a. Appraiser Status
KJPP Syarif, Endang & Rekan is officially appointed as a Public Appraisal Services Office based on
the Decree of the Minister of Finance No. 1498/KM.1/2012 dated 28 December 2012, with a Public
Appraisal Services Office License (SIUKJPP) No. 2.12.0113. We are an Independent
Appraiser/External Appraiser providing objective and impartial valuation services. The appraiser is
independent, free from any present or future financial interest related to the valuation subject and/or
object other than valuation services, and has the competence to conduct the valuation.
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b. Identity of the Engagement Party and Report Users
The engagement party and report users in the preparation of this Business valuation report are:
Name : PT Mitra Pack Tbk
Business Activities : Trading of office and industrial machinery, spare parts and accessories,
as well as leasing activities and rental without option of industrial machinery
and equipment.
Address : Jl. Pangeran Jayakarta No. 135, Blok B 20, Mangga Dua Selatan, Sawah
Besar, Central Jakarta, DKI Jakarta
Telephone : (021) 6210111
Website/Email : http://www.mitrapack.co.id/ corsec@mitrapack.co.id
2. Valuation Object
The Business Value of PTMR.
3. Purpose and Objective of the Valuation
KJPP Syarif, Endang & Rekan has been appointed by PTMP in accordance with the Business Valuation
Service Agreement No. 0032/SPK/MSE-01/ES/IV/2026 dated 13 April 2026, with the purpose of
conducting an analysis to provide an opinion on the Fair Market Value of PTMR’s Business.
This report is prepared as information for the Report Users regarding the Business Value of PTMR in
relation to the planned transaction for the sale of the Company’s Business.
4. Assumptions, Special Assumptions, Limiting Conditions, and Disclosures
In this valuation, several assumptions are applied in relation to the value conclusion, including:
• The valuation report is a non-disclaimer opinion;
• We have reviewed the documents used in the valuation process;
• The data and information obtained from external and internal sources are considered reliable and
accurate;
• We have used adjusted financial projections that reflect the reasonableness of management’s
projections and their achievability (fiduciary duty);
• We are responsible for the implementation of the valuation and the reasonableness of the adjusted
financial projections;
• We have produced a valuation report that is open to the public, except for confidential information
that may affect the Company’s operations;
• We are responsible for the valuation report and the conclusion of value; and
• We have obtained information regarding the legal status of the valuation object from the engagement
party;
• We have reasonable assurance that the assumptions used in preparing the business plan are
relevant and can be justified.
Furthermore, we hereby state that in this valuation, no special assumptions were applied.
5. Valuation Approach and Methods
The first approach used in determining the Fair Market Value is the Income-Based Approach using the
Discounted Cash Flow (DCF) method. This approach is used because the valuation object is a company
identified as generating future income from its business operations.
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The second approach used is the Asset-Based Approach using the Excess Earnings Method (EEM).
Under the EEM method, the Company’s income is derived from the productivity of fixed assets/tangible
assets inherent in the Company’s business entity. The selection of the asset-based approach is based
on the availability of asset valuation data applicable to this method.
6. Conclusion of Value
Based on the results of the review and analysis of all relevant aspects in determining the Business Value
of PTMR, we are of the opinion that the Business Value of PTMR as of 31 December 2025 is
Rp108.259.000.000,- (One Hundred Eight Billion Two Hundred Fifty-Nine Million Rupiah).
C. GPK Transfer Transaction
The following is a summary of the valuation report of GPK’s shares as set out in Report No. 00021/2.0113-
03/BS/05/0340/1/IV/2026 dated 30 April 2026.
1. Parties’ Information
a. Valuer’s Identity and Status
The identity of the appraiser in the share valuation report is as follows:
MAPPI : No. 09-S-02341
Public Appraiser License : No. B-1.12.00340
License Classification : Business Valuation
Register : No. RMK-2017.00303
STTD OJK : No. STTD.PB-08/PJ-1/PM.02/2023
STTD IKNB : No. 173/NB.122/STTD-P/2019
b. Identity of the Engagement Party and Report Users
The engagement party and users of this valuation report are:
Name : PT Mitra Pack Tbk
Business Activities : Trading of office and industrial machinery, spare parts and accessories,
as well as leasing activities and rental without option of industrial machinery
and equipment.
Address : Jl. Pangeran Jayakarta No. 135, Blok B 20, Mangga Dua Selatan, Sawah
Besar, Central Jakarta, DKI Jakarta
Telephone : (021) 6210111
Website/Email : http://www.mitrapack.co.id/ corsec@mitrapack.co.id
2. Valuation Object
The valuation object is 99.00% of the shares of GPK.
3. Maksud dan Tujuan Penilaian
The purpose of the valuation report of 99.00% of GPK shares is to provide the Report Users with an
overview of the fair market value of 99.00% of GPK shares in relation to the planned share acquisition.
4. Assumptions and Limiting Conditions
In this valuation, several assumptions and limiting conditions are used in relation to the value conclusion,
including:
• The valuation report is a non-disclaimer opinion;Penilai telah melakukan penelaahan atas dokumen
yang digunakan dalam proses Penilaian;
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• The valuer has reviewed documents used in the valuation process;
• Data and information obtained from internal and external sources are considered reliable and
accurate;
• Adjusted financial projections reflect the reasonableness of management projections and their
achievability (fiduciary duty);
• The valuer is responsible for the valuation process and the reasonableness of adjusted financial
projections;
• The valuation report is made available to the public, except for confidential information that may
affect the company’s operations;
• The valuer is responsible for the valuation report and value conclusion;
• The valuer has obtained information on the legal status of the valuation object from the engagement
party; and
• The valuer has reasonable assurance that assumptions used in preparing the business plan are
relevant and can be justified.
Furthermore, it is stated that no special assumptions were applied in this valuation.
5. Valuation Approach and Methods
The valuation approach used in determining the Fair Market Value of 99.00% of GPK shares is the
Income Approach using the Discounted Cash Flow (DCF) method, and the Market Approach using the
Guideline Publicly Traded Company (GPTC) method.
6. Conclusion of Value
The fair market value of 99.00% of GPK shares as of 31 December 2025 is as follows:
Reconciliation of Fair Market Value of GPK Shares (Rp.000)
Indicated Value Adjusted Value
Reconciliation DLOM Weight Value (Rp.000)
(Rp.000) (Rp.000)
1 DCF 43,861,041 30.00% 30,702,729 60.00% 18,421,637
2 GPTC 37,515,920 30.00% 26,261,144 40.00% 10,504,458
Fair Market Value of 99.00% Shares 28,926,095
Fair Market Value of 99.00% Shares (Rounded) 28,926,000
Based on the analysis and assessment of all relevant aspects in determining the Fair Market Value of
99.00% of GPK shares, the Valuer concludes that the Fair Market Value of 99.00% of GPK shares as
of 31 December 2025 is Rp28,926,000,000,- (Twenty Eight Billion Nine Hundred Twenty-Six Million
Rupiah).
VI. SUMMARY OF FAIRNESS OPINION
Pursuant to Article 22 paragraph (1) letter (b) of OJK Regulation No. 17/POJK.04/2020, the Company has
appointed an Independent Appraiser registered with the OJK, namely KJPP Ihot Dollar & Raymond, to provide a
fairness opinion on the Proposed Transaction. The Independent Appraiser has declared that it has no affiliation,
either directly or indirectly, with the Company as defined under the Capital Market Law.
The following is a summary of the fairness opinion on the Proposed Transaction prepared by the Company as set
forth in Report No. 00049/2.0110-00/BS/05/0113/1/V/2026 dated May 8, 2026:
1. Identity of the assigner:
Name : PT Master Print Tbk
Business Sector : Distribution of coding and marking products, inspection systems, and packaging
Address : Jl. Pangeran Jayakarta 135 Blok C12, Central Jakarta 10730
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Phone : (62) 2986 3066 / 68
Website : https://www.masterprint.co.id/
Email : corsec@masterprint.co.id
❖ Details of the parties involved in the Proposed Transaction:
❖ PT Master Print Tbk (“the Company”)
❖ PT Mitra Pack Tbk (“PTMP”)
❖ PT Global Putra Kusuma (“GPK”)
❖ PT Samudera Layar Nusantara (“SLN”)
❖ Darmawan Wangsa (“DW”)
2. Transaction Object
Providing a fairness opinion on the Company’s plan to sell its business and the plan to sell 99% of GPK’s
shares to an affiliated party, namely PTMP; the plan to purchase 49% of SLN’s shares; and the change in the
Company’s business related to the purchase of SLN’s shares (hereinafter referred to as the “Proposed
Transaction”)
3. Purpose of the Fairness Opinion
The purpose of the valuation is to form an opinion on the fairness of the Proposed Transaction. The objective
of the valuation is to meet the requirements for transactions in the capital market in accordance with OJK
Regulations No. 17/POJK.04/2020 and No. 42/POJK.04/2020.
4. Assumptions and Limiting Conditions
❖ This Fairness Opinion is prepared based on market and economic conditions, general business and
financial conditions, as well as government regulations as of the date this Fairness Opinion is issued.
❖ In preparing this Fairness Opinion, we also made several other assumptions, such as the fulfillment of all
conditions and obligations of the Company and all parties involved in the Proposed Transaction, that the
transaction will be executed within the established timeframe, and the accuracy of the information regarding
the Proposed Transaction disclosed by the Company’s management.
❖ We also assume that from the date of issuance of this Fairness Opinion until the date of the Transaction,
no changes occur that would materially affect the assumptions used in the preparation of this Fairness
Opinion.
5. Valuation Methodology and Approach
❖ Transaction Analysis
The proposed transaction is classified as a Material Transaction because the total value of the sale of the
Company’s business, the sale of 99% of GPK’s shares, and the purchase of 49% of SLN’s shares amounts
to Rp 215,547,039,000, which exceeds 20% of the Company’s equity or approximately 268.24% of the
Company’s equity, as stated in the Company’s Consolidated Financial Statements as of December 31,
2025, which have been audited by KAP Anwar and Partners, where the Company’s equity amounts to Rp
80,354,974,000.
The proposed transaction is also classified as an Affiliated Transaction due to the following conditions:
PTMP is a shareholder of the Company. Jessica Kusuma serves as the Lead Commissioner of the
Company and PTMP, as well as a Commissioner of GPK. Ilham Djaja serves as a Commissioner of the
Company and GPK, as well as a Director of PTMP. Ardi Kusuma serves as the CEO of the Company and
PTMP, as well as the Lead 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 President Director of GPK.
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Transaction for the Divestment of the Company’s Business and the Sale of 99% of GPK’s Shares to
PTMP
There is an affiliate relationship between the Company and PTMP, whereby as of the date of this Disclosure:
❖ PTMP is the controlling party of the Company; and
❖ There are common members of the Board of Directors and the Board of Commissioners between the
Company and PTMP, namely Mr. Ardi Kusuma, Ms. Jessica Kusuma, Ms. Cindy Kusuma, Mr. Edward
Kusuma, and Mr. Tungga Wijaya.
The Company’s Business Transfer Transaction has the potential to involve a conflict of interest as referred
to in POJK 42/2020 because it is conducted in connection with the Company’s Acquisition Transaction,
namely to align the Company’s business activities with the business lines, operations, competencies, and
business strategies of DS as the prospective new controlling party of the Company. The Business Transfer
Transaction is believed not to be detrimental to the Company because, at the same time, the Company will
carry out the SLN Acquisition Transaction.
Purchase Transaction of 49% of SLN Shares
The subject matter of the transaction and the terms and conditions regarding its execution are set forth in
the Conditional Share Purchase Agreement dated January 7, 2026, between PTMR and Darmawan
Wangsa, as last amended by the Amendment Agreement dated April 29, 2026 (“SLN Share Purchase
Agreement”).
As of the date of this Disclosure, there is no affiliate relationship between the Company and Darmawan
Wangsa. However, the SLN Acquisition Transaction constitutes a transaction involving a conflict of interest
as it is conducted in connection with the Company’s Acquisition Transaction, namely to align the Company’s
business activities with the business lines, operations, competencies, and business strategies of DS as the
prospective new controlling party of the Company.
❖ Qualitative Analysis
In connection with the implementation of the Company’s business development plan, the Company intends
to carry out divestiture and acquisition transactions, taking into account that the Company will focus on
acting as a holding company, with operational activities to be conducted by its subsidiaries. In connection
with this, the Company plans to sell its business, sell GPK, and acquire SLN, as well as change the
Company’s business activities to Holding Company Activities (KBLI 64200), Head Office Activities (KBLI
70100), and Other Management Consulting Activities (KBLI 70209). This Transaction Plan is being carried
out as part of the Company’s operational asset diversification strategy to support the Company’s long-term
revenue structure.
The Transaction Plan offers several benefits to the Company, including the potential for improved financial
performance through the promising prospects of the maritime transport business, the creation of strategic
synergies with subsidiaries, and the strengthening of the Company’s control over SLN so that SLN’s
financial statements can be consolidated. Additionally, business development through the subsidiary is
expected to open up new revenue streams for the Company.
On the other hand, the Proposed Transaction also entails consequences in the form of transaction execution
costs and the loss of revenue from the packaging business. However, these conditions are not expected to
affect the Company’s business continuity, as the lost revenue will be offset by holding company revenue
from the subsidiary engaged in the maritime transportation sector.
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❖ Quantitave Analysis
Based on financial projections, the Proposed Transaction is expected to positively impact the Company’s
financial position, as reflected in the increase in total assets and total equity through 2030, reaching Rp
228,107,491 thousand and Rp 293,400,551 thousand, respectively. In addition, the Company’s total
liabilities are projected to decrease significantly to Rp 4,581,606 thousand by 2030. From an operational
performance perspective, the Company’s revenue and operating profit are projected to change in line with
the shift in the focus of the Company’s business activities following the transaction. Nevertheless, overall,
the Proposed Transaction is expected to strengthen the Company’s financial structure and support its
business development in the future.
❖ Transaction Fairness Analysis
Divestment of the Company’s Business to PTMP
As set forth in the Clean Business Transfer Agreement between the Company and PTMP dated May 6,
2026, the price for the divestment of the Company’s business is Rp100,600,000,000, which will be paid by
PTMP to the Company.
Based on the PTMR Business Valuation Report prepared by KJPP Syarif, Endang & Partners, No.
00022/2.0113-03/BS/05/0340/1/IV/2026 dated 30 April 2026, which utilized the Discounted Cash Flow
(DCF) method and the Excess Earnings Method (EEM), the Market Value of the PTMR Business as of
December 31, 2025, was determined to be Rp108,259,000,000.
The business transfer will include the transfer of the Company’s current assets and liabilities. Based on an
analysis of these two values, there is a difference of Rp7,659,000,000, which represents 7.07% of the
PTMR Business Market Value as of December 31, 2025; therefore, we conclude that the transaction is fair.
Sale of 99% of GPK Shares
As set forth in the Conditional Sale and Purchase Agreement (“CSPA”) between the Company and PT Mitra
Pack Tbk (“PTMP”) dated May 6, 2026, the sale price for 99% of GPK’s shares to PTMP is
Rp26,901,180,000.
Based on the Valuation Report for 99% of GPK Shares prepared by KJPP Syarif, Endang & Partners with
Report No. 00021/2.0113-03/BS/05/0340/1/IV/2026 dated April 30, 2026, which utilized the Discounted
Cash Flow (DCF) and Guideline Publicly Traded Companies (GPTC) methods, the Market Value of 99% of
GPK Shares as of December 31, 2025, was determined to be Rp 28,926,000,000.
It is clear that the purchase transaction value for 99% of GPK’s shares, when compared to the appraised
market value of the shares, shows a difference of Rp 2,024,820,000 (7%); therefore, we conclude that the
transaction value is fair.
SLN Share Purchase Transaction
As set forth in the Conditional Share Purchase Agreement (“CSPA”) between the Company and Darmawan
Wangsa (“DW”) dated January 7, 2026, as last amended on April 29, 2026, the purchase price for the 49%
stake in SLN to be paid by the Company to DW is Rp 88,045,859,000.
Based on the Valuation Report for 49% of SLN Shares prepared by KJPP Syarif, Endang & Partners with
Report No. 00023/2.0113-03/BS/05/0340/1/IV/2026 dated April 30, 2026, which utilized the Discounted
Cash Flow (DCF) and the Excess Earnings Method (EEM), the market value of the 49% SLN shares as of
December 31, 2025, was determined to be Rp 91,619,000,000.
It is clear that the transaction value for the purchase of 49% of SLN shares, when compared to the appraised
market value of the shares, shows a difference of Rp 3,753,141,000 (3.9%); therefore, we are of the opinion
that the transaction value is fair.
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6. Conclusion
Based on a qualitative and quantitative analysis of the Proposed Transaction, an analysis of the fairness of the
transaction, and relevant factors in issuing a Fairness Opinion on the Company’s Proposed Transaction, we
are of the opinion that the entire series of Proposed Transactions to be carried out by the Company is fair.
VII. SUMMARY OF FEASIBILITY STUDY ON BUSINESS ACTIVITY CHANGE
The Company has appointed KJPP Endang, Syarif, and Rekan as an independent appraiser to conduct a feasibility
study in relation to the Company’s planned change of Business Classification (KBLI). The independent appraiser
states that it has no affiliation, either directly or indirectly, with the Company in accordance with the Capital Market
Law..
The following is a summary of the report based on Report No. 00010/2.0113-03/BS-FS/05/0340/1/IV/2026 dated
April 30, 2026.
1. Valuer’s Status
The business appraiser signing this feasibility study report is a certified business appraiser with MAPPI
certification and the following licenses:
MAPPI : No. 09-S-02341
Public Appraiser License : No. B-1.12.00340
License Classification : Penilaian Bisnis
Register : No. RMK-2017.00303
STTD OJK : No. STTD.PB-08/PJ-1/PM.02/2023
STTD IKNB : No. 173/NB.122/STTD-P/2019
2. Identity of the Engagement Party and Report Users
The engagement party of this feasibility study is:
Company Name : PT Master Print Tbk
Business Activities : Trading of shrink packag
ing, protective packaging, food-packaging materials, and pharmaceutical
(blister) packaging. For shrink packaging and protective packaging, the
subsidiary acts as an authorized distributor of Sealed Air, while for food
packaging it produces vacuum thermoforming plastic multilayer films under
the “Maxima” brand. For pharmaceutical (blister) packaging, it acts as an
authorized distributor of Liveo.
Address : Ruko Grand Boulevard Blok D1 No. 42-43, Duta Garden, Jurumudi -
Tangerang, Indonesia
Telephone/Fax : 021 – 624 0171, Faks 021 – 624 8978
Email : corsec@masterprint.co.id
3. Object of the Feasibility Study
Objek The object of this feasibility study is the Company’s Change of Business Activities in accordance with
KBLI 64210 (Holding Company Activities), KBLI 70100 (Head Office Activities), and KBLI 70209 (Other
Management and Business Consulting Activities).
4. Purpose and Objective of the Feasibility Study
This feasibility study is prepared to assess the feasibility of the Company’s Change of Business Activities
under KBLI 64210, KBLI 70100, and KBLI 70209, and to comply with the requirements of Financial Services
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Authority Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities (“POJK No. 17/2020”), and is not intended for banking or other purposes.
5. Valuation Date
The valuation date used in this feasibility study is as of 31 December 2025.
6. Procedures Used
In preparing this feasibility study, the analysis was conducted in accordance with OJK Regulation No.
35/POJK.04/2020 dated 25 May 2020 regarding Business Valuation Reports in the Capital Market, OJK
Circular Letter No. 17/SEOJK.04/2020 regarding Guidelines for Business Valuation Reports in the Capital
Market, and Indonesian Valuation Standards (SPI) Edition VII 2018 issued by MAPPI, with due regard to
the Indonesian Code of Ethics (KEPI), and relevant regulations, including:
a) Market feasibility analysis;
b) Technical feasibility analysis;
c) Business model feasibility analysis;
d) Management model feasibility analysis; and
e) Financial feasibility analysis.
7. Depth of Investigation
In conducting the share valuation assignment, the following activities were performed:
a) Inspection to understand the condition of business operations;
b) Collection of data required for the valuation process, both internal and external company data;
c) Discussions with management to obtain information, business overview, issues, and future business
plans;
d) Clarification of all data received;
e) Requesting additional data and information; and
f) Meetings with management to align understanding regarding the assumptions used.
8. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in preparing this feasibility study are as follows:
a) This feasibility study report is a non-disclaimer opinion;
b) We have reviewed the documents used in the preparation of the feasibility study;
c) In preparing this report, the valuer relies on the accuracy and completeness of information provided by
the engagement party or data obtained from publicly available sources and other relevant information
and research;
d) The valuer uses financial projections provided by management, which reflect the reasonableness of the
projections and their achievability (fiduciary duty);
e) The valuer is responsible for the implementation of the feasibility study and the reasonableness of
adjusted financial projections;
f) The resulting report is open to the public except for confidential information that may affect the
company’s operations;
g) The valuer is responsible for the feasibility study report and the conclusions reached; and
h) The valuer has obtained information regarding the legal status of the object of the feasibility study from
the engagement party.
9. Independence of the Valuer
In preparing this Feasibility Study Report, we have acted independently without any conflict of interest and
are not affiliated with the Company or related parties. We also have no personal interest or benefit related
to this assignment. Furthermore, this Feasibility Study Report is not prepared to provide benefit or
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disadvantage to any party. The fees we receive are not influenced by the valuation results derived from this
analysis and are solely based on the service agreement (SPK) No. 0033/SPK/MSE-03/ES/IV/2026 dated
13 April 2026.
10. Feasibility Analysis Results
Market Feasibility
The development of freight transport as of December 2025 shows that domestic sea transport experienced
a slight monthly decline, despite strong annual growth. In the domestic sea transport sector, cargo volume
reached 46.36 million tons in December 2025, recording strong year-on-year (y-o-y) growth of 18.91%,
although it decreased slightly month-on-month (m-o-m) by 1.88% compared to November 2025 at 47.25
million tons. Among the five main ports, Tanjung Priok led with 1,500.2 thousand tons, followed by Tanjung
Perak at 1,330.5 thousand tons, with significant contributions from Makassar, Panjang, and Balikpapan.
Domestic sea transport is the mode with the largest volume and the most significant growth. Transport
volume increased from 436.20 million tons in 2024 to 508.43 million tons in 2025, recording a cumulative-
to-cumulative (c-to-c) growth of 16.56%. This trend shows consistent annual increases since 2021.
Overall, port activities consist of cargo loading and unloading, ship arrivals, and passenger embarkation
and disembarkation for both domestic and international routes. Compared to 2023, cargo loading and
unloading volume in domestic shipping in 2024 increased by 10.79% for unloading and 12.56% for loading
activities. Total cargo volume loaded at 25 strategic ports in 2024 increased by 7.57% compared to 2023.
The increase in cargo loading occurred at three main ports: Tanjung Priok, Tanjung Perak, and Makassar,
with increases of 6.76%, 4.02%, and 2.54% respectively. Domestic cargo unloading volume at 25 strategic
ports in 2024 increased by 9.99% compared to 2023.
From 2020–2024, domestic and international cargo loading volumes consistently increased, while
unloading volumes fluctuated. In 2024, domestic shipping recorded 396.73 million tons of unloading and
434.06 million tons of loading. Meanwhile, international shipping recorded 162.41 million tons of unloading
and 405.24 million tons of loading.
The five largest commodity groups for strategic goods are fertilizers (26.59%), coal (22.30%), cement
(13.96%), steel/rebar (10.25%), and pulp (6.86%). Unlike unloading, other goods dominate loading volume
in domestic shipping at 31.56 million tons or 59.06%.
These conditions indicate that demand for sea transportation services continues to grow, creating significant
opportunities for business players to develop integrated shipping management services, including
operational management, maintenance, crew provision, route management, and fuel efficiency
optimization.
Currently, SLN focuses on providing cargo support for its parent company PT Prima Dharma Karsa,
covering several nickel mining sites in Sulawesi as well as other mining projects such as sand, silica,
bauxite, and coal. SLN also serves third-party clients transporting coal, nickel, construction materials, liquid
cargo, plantation products, and bulk goods. Marketing strategies in domestic sea transport include a
business-to-business approach by offering integrated shipping services to create operational efficiency and
standardized quality. Promotion may also be conducted through participation in maritime industry forums,
publication of service performance, and digital marketing showcasing fleet portfolios and operational
advantages.
This strategy strengthens the company’s image as a reliable partner in domestic sea transport and expands
its client base from internal group business to external markets. In terms of competition, key competitors in
the shipping management industry include:
1. PT Transcoal Pacific Tbk;
2. PT Trans Power Marine Tbk;
3. PT Hasnur Internasional Shipping Tbk;
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4. PT Habco Trans Maritima Tbk;
5. PT Pelayaran Nasional Ekalya Purnamasari Tbk;
6. PT IMC Pelita Logistik Tbk;
7. PT Mitrabahtera Segara Sejati Tbk;
8. PT Batulicin Nusantara Maritim Tbk; dan
9. PT Cakra Buana Resources Energi Tbk.
Based on this market analysis, the feasibility of the Business Activity Change from a market perspective is
considered feasible.
Technical Feasibility
The capacity of the Company’s new business activities as a holding company will largely depend on the
effectiveness of management and strategic synergy among its subsidiaries, the optimization of owned
resources, and the Company’s ability to manage its investment portfolio to achieve sustainable growth. In
carrying out its operational activities, SLN owns and operates three tug and barge units, namely: (1) TB.
Star Sejati 01 / BG. Victoria 3301; (2) TB. Star Sejati 02 / BG. Victoria 3302; and (3) TB. Star Sejati 05 /
BG. Victoria 3303. Each barge has a carrying capacity of 10,500 MT. The three barges owned by the
Company, namely BG Victoria 3001, BG Victoria 3002, and BG Victoria 3003, each have an economic
useful life of twenty (20) years. Meanwhile, TB Star Sejati 01, 02, and 05 are tugboats owned by the port
operator used to tow the Company’s barges. According to management, SLN plans to increase the number
of its barge fleet as part of its future expansion strategy to meet market demand.
In conducting its business activities under the Business Activities of Holding Companies (KBLI 64210),
Head Office Activities (KBLI 70100), and Other Management and Business Consulting Activities (KBLI
70209), the Company implements a structured business model focused on the management and
development of its subsidiaries. This business model includes stages of business opportunity identification,
investment planning, implementation of partnerships or acquisitions, and supervision and performance
evaluation of subsidiaries to ensure their contribution to the Company’s consolidated revenue. The
operational process at SLN includes: (1) Shipping Instruction request; (2) Vessel arrival; (3) Loading
operation; (4) Documentation completion/finalization; (5) Vessel departure; and (6) Invoicing.
Currently, SLN employs two personnel to carry out its operational activities. For this planned change in
business activities, the Company does not require additional specialized experts. However, SLN has one
expert who is currently employed by the Company, with prior experience as a ship captain specializing in
tug and barge operations for more than 20 years. SLN is committed to continuously improving employee
competencies through training programs tailored to their respective roles and responsibilities.
Based on the technical analysis above, it can be concluded that the Change in Business Activities is
technically feasible.
Business Model Feasibility
The Company’s competitive advantage in its planned transition into a holding company lies in its ability to
eliminate high operational costs and significant depreciation of printing machinery assets. The main
advantage is its capital allocation capability, which allows the Company to flexibly allocate liquidity from
asset divestment into business units with higher return on investment. In this regard, SLN, which operates
in domestic sea transportation, provides more stable cash flows.The Company is able to separate legal and
financial liabilities between itself and its subsidiaries. If a subsidiary encounters operational difficulties or
legal claims, the holding company’s assets remain protected. This provides a higher level of security for
public investors, as risks are concentrated at the subsidiary level rather than at the parent entity.The
transformation into a holding company enables management to focus on macro strategy, portfolio
development, and performance oversight, while daily operations are delegated to subsidiary management.
SLN’s competitive advantages include:
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• Ownership of three operational barge units;
• Proven operational track record and a stable, loyal customer base;
• An experienced management team relevant to the industry;
• Ability to operate independently and sustainably without reliance on the parent company’s daily
management.
These advantages enable the Company to create value through: (1) portfolio diversification; (2) improved
financial performance; and (3) stable revenue and cash flow.
Based on the business model analysis, the Change in Business Activities is considered feasible.
Management Model Feasibility
Under this business transformation, the Company will restructure its management and human resources,
particularly in finance, legal, and investment management functions. The Company does not require
additional personnel recruitment, including in the maritime transportation sector. Meanwhile, SLN’s existing
operational team will be maintained and may expand its workforce in line with future business expansion
needs. Currently, SLN employs two operational personnel.
In implementing its new holding company structure, the Company may face several risks, including:
1. Business expansion and new market risks;
2. Subsidiary industry risks; and
3. Liquidity and asset concentration risks.
The main risks that may be faced by SLN, which operates in the domestic sea transportation sector and
involves operational, technical, legal, and financial aspects, include:
1. Business competition risk;
2. Operational risk;
3. Risk of dependency on group customers;
4. Risk of regulatory changes and compliance;
5. Safety risk and legal liability; and
6. Financial risk and economic fluctuation risk.
The efforts undertaken by the Company and SLN to prevent and minimize the impact or potential losses
arising from these key risks include the implementation of an effective risk mitigation strategy through proper
risk identification, evaluation, and control measures.
Based on its competitive advantages, the Company demonstrates adequate managerial capacity and
capability to develop its new business activities. The Company’s status as a public listed company reflects
transparency, accountability, and broad access to funding sources and strategic networks, which serve as
important foundations in supporting business expansion. These competitive advantages are further
strengthened by SLN’s operational capabilities in the domestic shipping sector. SLN has established a
proven track record of experience and performance in the Indonesian domestic sea transportation industry
at a medium economic scale, making it a potential and capable entity to be acquired by the Company. The
strategic acquisition of SLN as a subsidiary is intended to optimize the Company’s long-term revenue
structure through the diversification of operational assets that generate stable cash flows.
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Based on the management model analysis above, it can be concluded that the Change in Business
Activities is feasible from the management feasibility perspective.
Financial Feasibility
Based on the Financial Feasibility Study, the Company requires capital expenditure (capex) sourced from
funding provided by the controlling shareholder, which may be in the form of equity injections and/or
shareholder loans. The Company is projected to record additional net profit from the Change in Business
Activities of IDR 13.89 billion in 2026, IDR 14.38 billion in 2027, IDR 18.22 billion in 2028, IDR 22.18 billion
in 2029, and IDR 22.39 billion in 2030. The project feasibility analysis indicates that the Change in Business
Activities meets the feasibility criteria, as reflected in the following parameters.
• Net Present Value (NPV) > 0 → Feasible
The resulting NPV is IDR 212,078,508,000. A positive NPV indicates that the project is feasible as it
generates economic value and returns exceeding its costs.
• Internal Rate of Return (IRR) > Discount Rate → Feasible
The IRR is 44.97%, which is above the discount rate of 9.68%. This indicates that the project is feasible,
as the return exceeds the assumed cost of capital.
• Profitability Index (PI) > 1 → Feasible
The PI is 2.61255, indicating that the project is feasible as it generates value greater than the investment
outlay.
• Payback Period (PP)
The payback period is 5 years and 8 months. This indicates that the Company is able to recover the full
investment within that period.
Furthermore, based on the sensitivity analysis, a decline in revenue volume is identified as the most
sensitive factor affecting the feasibility of the business.
Based on the financial analysis above, it can be concluded that the Change in Business Activities is
financially feasible.
11. Conclusion of Feasibility Study
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 in Business
Activities under KBLI 64210 (Activities of Holding Companies), KBLI 70100 (Head Office Activities), and
KBLI 70209 (Other Management and Business Consulting Activities) is feasible.
VIII. AVAILABILITY OF EXPERT PERSONNEL IN RELATION TO THE BUSINESS ACTIVITY CHANGE
The Company has adequate expert personnel, both in terms of number and competence, to carry out the
operational activities of a holding company in a professional manner and in accordance with applicable standards.
In this regard, the majority of the members of the Board of Directors and the Board of Commissioners will retain
their positions during the transition process of the business activity change. The majority of the current members
of the Board of Directors and the Board of Commissioners have prior managerial experience within the Company
and therefore possess the competencies required to ensure the continuity of the Company’s future business
activities as a holding company. Although their previous experience was related to the packaging machinery
business, such experience remains relevant and applicable to the Company’s holding company activities due to
its general business management nature.
In addition, the Company will convene an Extraordinary General Meeting of Shareholders (EGMS) to appoint
prospective members of the Board of Directors who possess competence in the maritime sector. Upon approval
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of their appointment by the EGMS, such prospective directors will also serve as key experts supporting the
Company’s new business activities, particularly in relation to the management of SLN’s portfolio.
IX. IMPACT OF THE PLANNED TRANSACTION AND BUSINESS ACTIVITY CHANGE ON THE
COMPANY’S FINANCIAL CONDITION (PRO FORMA)
The following presents the Company’s proforma financial statements before and after the implementation of the
planned transaction, based on the assurance report of an independent practitioner on the compilation of pro forma
financial information, reviewed by Soaduon Tampubolon, CPA, Independent Auditor of Public Accounting Firm
Anwar and Partners, under Report No. AR/L/013/024/2026 dated May 8, 2026. The Independent Auditor’s opinion
states that the pro forma consolidated financial information has been compiled, in all material respects, in
accordance with the applicable criteria, as described in Notes 2 and 3 to the proforma consolidated financial
information, as follows:
PT MASTER PRINT TBK AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DESEMBER 2025
(Presented in Rupiah, unless otherwise stated)
Adjustments
Historical PT
Master Print Historical PT
Tbk and Samudra Layar Pro Forma Pro Forma Pro Forma
Subsidiaries Nusantara Elimination Divestment Notes Balance
ASSETS
CURRENT ASSETS
Cash dan banks 1,933,824,747 45,754,471,389 - (1,151,502,667) 4a 46,536,793,469
Trade receivables - net 8,799,183,203 7,727,633,751 - (18,799,183,203) 4b 7,727,633,751
Trade receivables - net 36,096,869,126 18,660,000 - (36,096,869,126) 4b 18,660,000
Inventories 11,901,476,115 1,961,300,300 - (11,901,476,115) 4b 1,961,300,300
Prepaid expenses 360,803,298 768,869,863 - (360,803,298) 4b 768,869,863
Advances 24,327,519,833 30,998,813 - (24,327,519,833) 4b 30,998,813
Prepaid taxes - 2,561,942,542 - 255,104,514 4b 2,817,047,056
Total Current Assets 93,419,676,322 58,823,876,658 59,861,303,252
NON-CURRENT ASSETS
Investment in subsidiaries - - (88,045,859,000) 88,045,859,000 3,4c -
Goodwill - - 2,089,692,672 - 4f 2,089,692,672
Estimated claim for income
tax refund 1,649,265,450 - - (881,511,640) 4b 767,753,810
Fixed assets - net 13,312,335,809 113,835,313,134 - (14,768,915,365) 4b 112,378,733,578
Right-of-use assets - net 6,136,947,510 - - - 6,136,947,510
Deferred tax assets 6,326,123,620 7,684,211 - (6,326,123,620) 4b 7,684,211
Security deposits - 1,286,646,000 - - 1.286.646.000
Other assets 9,021,739 - - (9,021,739) 4b -
Total Non-Current
Assets 27,433,694,128 115,129,643,345 122,667,457,781
TOTAL ASSETS 120,853,370,450 173,953,520,003 182,528,761,033
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PT MASTER PRINT TBK AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DESEMBER 2025
(Presented in Rupiah, unless otherwise stated)
Historical PT Adjustments
Historical Samudra
PT Master Print Tbk Layar Proforma
and subsidiaries Nusantara Elimination Proforma Divestment notes Proforma Balance
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Short-term bank loans 1,174,780,340 - - (1,174,780,340) 4b -
Trade payables 19,836,373,890 382,846,692 - (19,836,373,890) 4b 382,846,692
Other payables 116,630,981 - - (116,630,981) 4b -
Advances from customers 4,471,314,842 - - (4,471,314,842) 4b -
Accrued expenses 2,073,279,029 88,500,000 - (2,073,279,029) 4b 88,500,000
Taxes payable 1,108,134,698 2,706,865,430 - 2,543,187,734 4d 6,358,187,862
Current portion of long-term
liabilities:
Lease liabilities to related
parties 754,145,754 - - (754,145,754) 4b -
Consumer financing
payable 467,784,946 - - (467,784,946) 4b -
Total Current Liabilities 30,002,444,480 3,178,212,122 6,829,534,554
NON-CURRENT
LIABILITIES
Other payables 6,770,627,918 - - (6,770,627,918) 4b -
Long-term liabilities net of
current portion:
Lease Liabilities 3,227,977,689 - - (3,227,977,689) 4b -
Consumer financing
payable 330,887,650 - - (330,887,650) 4b -
Employee benefits
liabilities 7,831,936,090 34,928,227 - (7,831,936,090) 4b 34,928,227
Total Non-Current
Liabilities 18,161,429,347 34,928,227 34,928,227
TOTAL LIABILITIES 48,163,873,827 3,213,140,349 6,864,462,781
EQUITY
Share capital - par value
Rp 25(full amount) per
share
Authorized capital -
5,888,000,000 shares
Issued and fully paid capital
-
1,907,000,000 shares as
31 December 2025 and
Desember 31, 2024 47,675,000,000 140,000,000,000 (140,000,000,000 ) - 4a 47,675,000,000
Additional paid-in capital 43,672,238,175 - - (1,318,543,082) 42,353,695,093
Other comprehensive loss (1,841,139,070 ) - - 4,971,983,235 3,130,844,165
Retained earnings:
Appropriated 370,000,000 - - - 370,000,000
Unappropriated (17,358,914,674 ) 30,740,379,654 (35,420,747,608 ) 14,709,460,342 4f (7,329,822,286)
Sub-total 72,517,184,431 170,740,379,654 86,199,716,972
Non-controlling interests 172,312,192 - 89,464,581,280 (172,312,192) 4f 89,464,581,280
Total EQUITY 72,689,496,623 170,740,379,654 175,664,298,252
TOTAL LIABILITIES AND
EQUITY 120,853,370,450 173,953,520,003 182,528,761,033
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PT MASTER PRINT TBK AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
31 DESEMBER 2025
(Presented in Rupiah, unless otherwise stated)
Historical Adjustments
PT Master Print Historical
Tbk and PT Samudra Proforma Proforma
subsidiaries Layar Nusantara Elimination Divestment notes Proforma Balance
SALES 127,106,966,372 93,388,589,529 - (4,873,554,958) 215,622,000,943
COST OF GOODS SOLD (93,506,137,779) (70,434,946,275) - (5,861,487,201) (169,802,571,255 )
GROSS PROFIT 33,600,828,593 22,953,643,254 45,819,429,688
Selling expenses (2,233,183,064) (347,254,251) - 477,194,087 (2,103,243,228 )
General and administrative ) (1,621,959,617) - )
expenses (26,498,526,515 3,364,524,552 (24,755,961,580
Finance costs (1,787,710,950) (9647,922) - 115,466,336 (1,681,892,536 )
Finance income 21,507,570 327,467,765 - 254,945,889 603,921,224 )
Other income (expenses) (32,699,814,718) (996,552,586) - 23,505,409,576 (10,190,957,728 )
PROFIT (LOSS) BEFORE
INCOME TAX (29,596,899,084) 20,305,696,643 7,691,295,840
INCOME TAX BENEFIT -
(EXPENSES) 3,560,636,142 (276,468,033) (2,650,795,272) 633,372,837
NET PROFIT FOR THE YEAR (26,036,262,942) 20,029,228,610 8,324,668,677
PENGHASILAN (RUGI)
KOMPREHENSIF LAIN
Items that will not be
reclassified to profit or loss
Remeasurement of long-term
employee benefit liabilities (601,170,249) 11,215,587 - 601,170,249 11,215,587
Income tax relating to it 132,257,455 (2,467,429) - (132,257,455) (2,467,429 )
OTHER COMPREHENSIVE
INCOME (LOSS) - NET OF
TAX (468,912,794) 8,748,158 8,748,158
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR (26,505,175,736) 20,046,724,926 8,333,416,835
Next, the pro forma statement of changes in equity and the pro forma statement of cash flows are not presented
in this information disclosure, considering that the pro forma financial statements are not prepared for comparability
purposes with the corresponding period in the prior year.
The following presents the key financial ratios, together with a brief explanation of the pro forma financial
statements:
Profitabilitas (%)
Net Profit (Loss) for the Period/Year to Total Assets 4.56%
Net Profit (Loss) for the Period/Year to Total Equity 4.74%
Net Profit (Loss) for the Period/Year to Revenue 3.86%
Gross Profit to Revenue 21.25%
Operating Profit (Loss) to Revenue 8.79%
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Solvabilitas (x)
Liabilities to Assets 0.04x
Liabilities to Equity 0.04x
Likuiditas (x)
Current Assets to Current Liabilities 8.77x
Cash to Current Liabilities 6.81x
X. GENERAL MEETING OF SHAREHOLDERS
The Extraordinary General Meeting of Shareholders (EGMS) regarding the Change of Business Activities and the
Independent General Meeting of Shareholders (Independent GMS) regarding the Proposed Transaction will be
held at a time and venue to be specified in the invitation of the EGMS and Independent GMS, which will be
announced in accordance with the prevailing laws and regulations.
The Company will also conduct the EGMS and Independent GMS electronically in accordance with POJK No.
16/2020 through the eASY.KSEI application.
Therefore, the Company strongly encourages all Shareholders to attend the EGMS and Independent GMS by
granting power of attorney to a party appointed by the Company’s Securities Administration Bureau (“SAB”), by
signing and returning the power of attorney form, which can be obtained from the Company’s website
(www.masterprint.co.id). In relation to the Independent GMS, Independent Shareholders are also required to
submit an Independent Shareholder Statement Letter to the Company via email at corsec@masterprint.co.id. The
power of attorney must be received by the Board of Directors no later than 3 (three) business days prior to the date
of the EGMS and Independent GMS, as further specified in the invitation of the EGMS and Independent GMS,
which will be announced in accordance with applicable laws and regulations, and submitted to the office of the
SAB, namely PT Adimitra Jasa Korpora, located in Jakarta at Kirana Boutique Office Block F3 No. 5, Jl. Kirana
Avenue III, Kelapa Gading, North Jakarta 14240. Shareholders may also grant power of attorney electronically
through the Electronic General Meeting System of KSEI (eASY.KSEI) at https://akses.ksei.co.id/, which is provided
by KSEI as an electronic proxy mechanism for the conduct of the EGMS and Independent GMS. Such electronic
proxy must be submitted no later than 1 (one) business day prior to the date of the Independent GMS, as specified
in the meeting invitation in accordance with applicable laws and regulations.
Shareholders or their proxies who intend to attend the Independent GMS must sign an Independent Shareholder
Statement Letter.
The announcement regarding the EGMS and Independent GMS, together with the Information to Shareholders,
was published on 11 May 2026 on the Indonesia Stock Exchange (IDX) website, the Company’s website, and the
website of PT Kustodian Sentral Efek Indonesia (“eASY.KSEI”). The invitation to attend the Independent GMS will
be announced on the IDX website, the Company’s website, and eASY.KSEI in accordance with the provisions of
the prevailing laws and regulations.
Shareholders entitled to attend the EGMS and Independent GMS in relation to the agenda for approval of the
Change of Business Activities and the Proposed Transaction are the Shareholders (and in relation to the
Independent GMS, Independent Shareholders) whose names are recorded in the Company’s Register of
Shareholders on the Recording Date.
In accordance with Article 1 point 12 of POJK 15/2020, an Independent Shareholder is a shareholder who does
not have a personal economic interest in relation to a specific transaction and is not a member of the Board of
Directors, Board of Commissioners, majority shareholder, or Controlling Shareholder of the Company, nor is an
affiliated party of members of the Board of Directors, Board of Commissioners, majority shareholder, or Controlling
Shareholder.
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In accordance with Article 44 letters a and b of POJK 15/2020, the Independent GMS may be held if attended by
more than 1/2 (one-half) of the total shares with valid voting rights owned by Independent Shareholders.
Resolutions of the Independent GMS are valid if approved by more than 1/2 (one-half) of the total shares with valid
voting rights owned by Independent Shareholders.
In accordance with Article 20 of POJK 15/2020, in the event that the required quorum of attendance of Independent
Shareholders is not met in the first Independent GMS, the subsequent Independent GMS shall be scheduled and
held within 10 (ten) days after the first Independent GMS is convened.
In accordance with Article 44 letters c and d of POJK 15/2020, the second Independent GMS may be convened if
attended by more than 1/2 (one-half) of the total shares with valid voting rights owned by Independent
Shareholders. Resolutions of the second Independent GMS are valid if approved by more than 1/2 (one-half) of
the total shares with valid voting rights owned by Independent Shareholders present at the second Independent
GMS.
In accordance with Article 21 of POJK 15/2020, in the event that the required quorum of Independent Shareholders
is not achieved in the second Independent GMS, the subsequent Independent GMS shall be convened in
accordance with the timing determined by the Financial Services Authority (OJK).
In accordance with Article 44 letters e and f of POJK 15/2020, in the event that the quorum for the second
Independent GMS is not met, the third Independent GMS shall be convened with the condition that the meeting is
valid and authorized to adopt resolutions if attended by Independent Shareholders within the quorum of attendance
determined by OJK upon the Company’s request. Resolutions of the third Independent GMS are valid if approved
by Independent Shareholders representing more than 50% (fifty percent) of the shares owned by Independent
Shareholders present at the third Independent GMS.
Shareholders of the Company may propose agenda items for the EGMS and Independent GMS no later than 19
May 2026, provided that such proposals comply with the requirements stipulated in Article 21 paragraph (8) letter
b of the Company’s Articles of Association in conjunction with Article 16 paragraphs (1), (2), and (3) of POJK
15/2020.
The quorum of attendance and quorum for resolution of the EGMS agenda on the Change of Business Activities
are as follows:
a. General Meeting of Shareholders (GMS) may be held if attended by shareholders representing at least two-
thirds (2/3) of the total shares with valid voting rights, and resolutions of the GMS are valid if approved by at
least two-thirds (2/3) of the total shares with valid voting rights present at the GMS;
b. In the event that the quorum referred to in point (a) is not met, a second GMS may be convened, provided
that the second GMS is valid and authorized to adopt resolutions if attended by shareholders representing at
least three-fifths (3/5) of the total shares with valid voting rights, and resolutions of the second GMS are valid
if approved by at least two-thirds (2/3) of the total shares with valid voting rights present at the GMS; and
c. In the event that the attendance quorum at the second GMS as referred to in point (b) is not met, a third GMS
may be convened, provided that the third GMS is valid and authorized to adopt resolutions if attended by
shareholders with valid voting rights, in accordance with the attendance and resolution quorum determined
by the Financial Services Authority (OJK) upon the Company’s request.
Furthermore, the quorum for attendance and resolution of the Independent Shareholders GMS in relation to the
Proposed Transaction is as follows:
a. The GMS may be held if attended by more than one-half (1/2) of the total shares with valid voting rights held
by Independent Shareholders, and resolutions of the GMS are valid if approved by more than one-half (1/2)
of the total shares with valid voting rights held by Independent Shareholders;
b. In the event that the quorum referred to in point (a) is not met, a second GMS may be convened if attended
by more than one-half (1/2) of the total shares with valid voting rights held by Independent Shareholders, and
resolutions of the second GMS are valid if approved by more than one-half (1/2) of the total shares with valid
voting rights held by Independent Shareholders present at the GMS; and
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c. In the event that the attendance quorum at the second GMS as referred to in point (b) is not met, a third GMS
may be convened, provided that the third GMS is valid if attended by Independent Shareholders holding
shares with valid voting rights, in accordance with the attendance quorum determined by the Financial
Services Authority (OJK) upon the Company’s request; and resolutions of the third GMS are valid if approved
by Independent Shareholders representing more than 50% (fifty percent) of the shares held by Independent
Shareholders present at the GMS.
In the event that the change in Business Activities is not approved by the General Meeting of Shareholders (GMS),
the proposed change in Business Activities may only be resubmitted for GMS approval at the earliest 12 (twelve)
months after the holding of the GMS that did not approve the change in Business Activities.
In the event that an Affiliated Transaction which is subject to prior approval by Independent Shareholders in a GMS
or a Conflict of Interest Transaction is not approved by the Independent Shareholders in the GMS, the proposed
transaction may only be resubmitted for GMS approval at the earliest 12 (twelve) months after the holding of the
GMS that did not approve such Affiliated Transaction requiring prior approval from Independent Shareholders in a
GMS or such Conflict of Interest Transaction.
XI. LIST OF IMPORTANT DATES RELATED TO THE PROPOSED TRANSACTION
The estimated important dates in relation to the Proposed Transaction are as follows:
No Activities Dates
1. Notification of Agenda Items for the EGMS and Independent GMS to the OJK May 4, 2026
2. Announcement of the EGMS and Independent GMS May 11, 2026
3. Announcement of Information Disclosure May 11, 2026
4 Invitation to the EGMS and Independent GMS May 26, 2026
5. EGMS and Independent GMS June 19, 2026
6. Implementation of the Proposed Transaction and Change in Business Activities June 22, 2026
7. Submission of Summary of Minutes of the EGMS and Independent GMS June 23, 2026
XII. STATEMENT OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE
COMPANY
The Board of Directors and the Board of Commissioners of the Company hereby state that:
a. The Acquisition Transaction of SLN, the Net Business Transfer Transaction, and the GPK Transfer
Transaction constitute material transactions as referred to in OJK Regulation No. 17/2020;
b. The Net Business Transfer Transaction and the GPK Transfer Transaction also constitute affiliated
transactions as referred to in OJK Regulation No. 42/2020;
c. The Acquisition Transaction of SLN, the Net Business Transfer Transaction, and the GPK Transfer
Transaction constitute transactions that may contain conflicts of interest as referred to in OJK Regulation
No. 42/2020;
and that the Proposed Transaction will be conducted through adequate procedures in accordance with the
Company’s internal policies, in order to ensure that the Proposed Transaction is carried out in accordance with
prevailing business practices and in compliance with OJK Regulation No. 17/2020 and OJK Regulation No.
42/2020.
The Board of Directors and the Board of Commissioners of the Company further state that, to the best of their
knowledge and belief, all material information in relation to the Proposed Transaction has been disclosed in this
Information Disclosure and such information is not misleading and can be fully accounted for.
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XIII. OTHERS
If the Company’s shareholders require further information regarding the Proposed Transaction, they may contact
the Company on any business day and during the Company’s operational working hours:
Corporate Secretary
Jl. Pangeran Jayakarta No.135 Blok C12-15, Mangga Dua Selatan
Sawah Besar, Jakarta Selatan
Telepon: 021 – 624-0170
Website: www.masterprint.co.id
Email: corsec@masterprint.co.id
Ardi Kusuma
President Director
50
Names mentioned 87 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT SAMUDERA LAYAR NUSANTARA
p.1 ×7
unresolved
org
PT GLOBAL PUTRA KUSUMA BY
p.1
unresolved
org
PT SAMUDERA LAYAR NUSANTARA BY
p.1
unresolved
org
PT GLOBAL PUTRA KUSUMA. In
p.1
unresolved
org
Indonesia Stock Exchange
p.3 ×3
unresolved
org
Deep Source Pte. Ltd.
p.3 ×3
unresolved
org
PT Global Putra Kusuma KBLI
p.3
unresolved
org
KJPP MSE
p.3
unresolved
org
KJPP ID
p.3
unresolved
org
Financial Services Authority
p.3 ×10
unresolved
org
PT Samudera Layar Nusantara Company Acquisition
p.4
unresolved
person
Darmawan Wangsa’s
p.6 ×3
unresolved
person
Robert Prasetia Mulia
· Notaris
p.7 ×3
unresolved
org
Minister of Law and Human Rights
p.7 ×9
unresolved
org
Ministry of Law and Human Rights
p.7
unresolved
org
PT SLN
p.7
unresolved
org
PT Prima Dharma Karsa
p.8 ×2
unresolved
person
Wang Dezhou
p.8 ×2
unresolved
org
North Jakarta District Court
p.8
unresolved
org
Anwar dan Rekan
p.8 ×4
unresolved
org
Anwar
p.8 ×7
unresolved
person
Soaduon Tampubolon
p.8 ×6
unresolved
person
H. Warman
· Notaris
p.9 ×2
unresolved
person
Putra Hutomo
· Notaris
p.9 ×5
unresolved
person
Helli I.B. Susetyo
p.10 ×6
unresolved
org
PT Samudera Layar Nusantara. B. Affiliation
p.11
unresolved
person
Drajat Darmadji
· Notaris
p.13
unresolved
person
Christina Dwi Utami
· Notaris
p.13 ×3
unresolved
org
PT Kencana Usaha Sentosa
p.14 ×2
unresolved
person
Drs. Gilbert Rely
p.14 ×2
unresolved
person
Tungga Wijaya. The Company’s Net Business Transfer
p.15
unresolved
person
Notary Novianti
p.16
unresolved
person
Notary Stephanie Wilamarta
p.16
unresolved
person
Stephanie Wilmarta
· Notaris
p.16
unresolved
org
Bank BCA
p.18
unresolved
person
Tungga Wijaya. The GPK Transfer Transaction
p.19
unresolved
org
KJPP Syarif Endang dan Rekan
p.21
unresolved
org
KJPP Syarif Endang
p.21
unresolved
org
PT Prima Dharma Darmawan Wangsa Perkasa
p.27
unresolved
org
PT Kencana Usaha Jessica Kusuma
p.27
unresolved
org
PT Kencana Usaha Perseroan Sentosa
p.28
unresolved
—
Cofounder
p.29
unresolved
org
PT Prima Dharma Perseroan Perkasa
p.29
unresolved
org
PT Samudera Layar GPK Nusantara Note
p.29
unresolved
—
SUMMARY OF THE VALUATION
p.29
unresolved
org
KJPP Syarif
p.29 ×7
unresolved
org
Endang dan Rekan
p.29
unresolved
—
: No. 09-S-02341
p.29
unresolved
—
: No. B-1.12.00340
p.29
unresolved
—
: Business Valuation
p.29
unresolved
—
: No. RMK-2017.00303
p.29
unresolved
—
: No. STTD.PB-08/PJ-1/PM.02/2023
p.29
unresolved
—
: No. 173/NB.122/STTD-P/2019
p.29
unresolved
org
Endang & Rekan
p.30 ×3
unresolved
org
Minister of Finance
p.31
unresolved
—
Website/Email
p.32 ×2
unresolved
org
KJPP Ihot Dollar
p.34
unresolved
person
Tungga Wijaya. The Company’s Business Transfer Transaction
p.36
unresolved
org
Endang & Partners
p.37 ×3
unresolved
org
KJPP Endang
p.38
unresolved
org
Pelayaran Nasional Ekalya Purnamasari Tbk
p.41 ×2
unresolved
org
Historical Tbk
p.46
unresolved
org
PT Samudra
p.46
unresolved
org
PT Adimitra Jasa Korpora
p.47
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.47
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
15108 ms
12 Sep 2026 22:22
Raw output
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'reference_period': '',
'requires_rups': None,
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