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20260519_PTMP_Rencana Transaksi Material Dengan Persetujuan RUPS_32092547_lamp2.pdf
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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) PTMR DIVESTMENT;
((ii) PTMR NET BUSINESS ACQUISITION; (iii) ACQUISITION OF 99% OF PTMR SHARES IN PT GLOBAL PUTRA
KUSUMA (“TRANSACTION PLAN”). THIS INFORMATION TO SHAREHOLDERS IS VERY IMPORTANT AND
SHAREHOLDERS OF THE COMPANY SHOULD PAY ATTENTION TO.
PT MITRA PACK Tbk
(“Company”)
Main Business Activities::
Engaged in trade as
official distributor and rental of industrial packaging
goods including spare parts
Based in Jakarta, Indonesia
Headquarters:
Jl. Pangeran Jayakarta No.135 Blok B20
Phone: 021 – 624-0170
Operational Office
Jl. Dr. Sitanala No. 11 Kel. Karangsari, Kec. Neglasari, Kota Tangerang 15129
Website: www.mitrapack.co.id ; Email: corsec@mitrapack.co.id
THIS DOCUMENT CONTAINS INFORMATION TO SHAREHOLDERS IN CONNECTION WITH THE PLAN THE COMPANY
TO DO:
(i) PT MASTER PRINT TBK SHARES DIVESTMENT TRANSACTION
(ii) PT MASTER PRINT TBK NET BUSINESS ACQUISITION TRANSACTION
(i) SHARES ACQUISITION OF 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
AK : Mr. Ardi Kusuma
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.
GPK : PT Global Putra Kusuma
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)
The Sellers : The Company & AK
PTMR : PT Master Print Tbk
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PTMP atau Perseroan : PT Mitra Pack 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 ini relation to:
(i) the PTMR Divestment Transaction;
(ii) the Transaction for the Acquisition of PTMR’s Net Business;
(iii) the GPK Acquisition 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
PTMR Divestment : the sale and/or disposal transaction of all shares of the Company in PTMR to
Transaction DS, carried out together with the sale and/or disposal transaction of all
shares held by AK in PTMR to DS, whereby the Company’s and AK’s entire
shareholding in PTMR amounts to 77.19% (seventy-seven point nineteen
percent) of the total issued and paid-up capital of PTMR.
Net Business : the acquisition by the Company of all of PTMR’s Net Business.
Acquisition Transaction
GPK Acquisition the acquisition and/or purchase transaction by the Company of all shares
Transaction owned by PTMR in GPK, representing 99% (ninety-nine percent) of the total
issued and paid-up capital of GPK.
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 of Information is prepared in order to comply with the Company’s
obligation to announce disclosure of information regarding the proposed material transaction and affiliated
transaction to be conducted by the Company, in relation to:
1. The sale and/or transfer of all shares held by the Company in PTMR to DS, carried out together with the
sale and/or transfer of all shares held by AK in PTMR to DS, whereby the Company’s and AK’s entire
shareholding in PTMR has a total nominal value of Rp128,064,000,000 (one hundred twenty-eight billion
sixty-four million Rupiah) and consists of 1,472,000,000 shares, representing 77.19% (seventy-seven
point nineteen percent) of the total issued and paid-up capital of PTMR (the “PTMR Divestment
Transaction”);
2. The purchase and/or acquisition of all of PTMR’s Net Business by the Company (the “Net Business
Acquisition Transaction”); and
3. The purchase and/or acquisition of all shares owned by PTMR in GPK, representing 99% (ninety-nine
percent) of the total issued and paid-up capital of GPK (the “GPK Acquisition Transaction”)
(the PTMR Divestment Transaction, the Net Business Acquisition Transaction, and the GPK Acquisition Transaction
are hereinafter collectively referred to as the “Proposed Transaction”).
The Net Business Acquisition Transaction and the GPK Acquisition Transaction will only be carried out upon the
completion of the PTMR Divestment Transaction.. The Proposed Transaction constitutes a series of interrelated
transactions to be implemented in stages and in a continuous manner. In the first stage, the Company will sell all
of its shares in PTMR together with the shares held by AK in PTMR to DS. Subsequently, the Company will proceed
with the acquisition of all of PTMR’s Net Business and all shares owned by PTMR in GPK, representing 99.00%
(ninety-nine point zero zero percent) of the total issued and paid-up capital of GPK.
The Board of Directors and the Board of Commissioners of the Company, whether individually or jointly, shall
comply with and fulfill the provisions as stipulated under OJK Regulation No. 17/POJK.04/2020 and OJK
Regulation No. 42/POJK.04/2020.
The information contained in this Disclosure of Information is prepared in order to comply with the Company’s
obligations as stipulated under OJK Regulation No. 17/POJK.04/2020 and OJK Regulation No. 42/POJK.04/2020
to announce disclosure of information in relation to the Proposed Transaction, as well as to obtain the approval of
the Company’s Shareholders through the Extraordinary General Meeting of Shareholders (the “EGMS”) in relation
to the PTMR Divestment Transaction, and the approval of the Company’s Independent Shareholders through the
Independent General Meeting of Shareholders (the “Independent GMS”) in relation to the Net Business
Acquisition Transaction and the GPK Acquisition Transaction.
II. DESCRIPTION OF THE PTMR DIVESTMENT TRANSACTION, THE NET BUSINESS ACQUISITION
TRANSACTION, AND THE GPK ACQUISITION TRANSACTION
The PTMR Divestment Transaction, the Net Business Acquisition Transaction, and the GPK Acquisition
Transaction are intended to be executed on the same date, no later than 1 (one) Business Day following the receipt
of the Company’s Shareholders’ approval 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 “Execution Date”).
The details of the PTMR Divestment Transaction, the Net Business Acquisition Transaction, and the GPK
Acquisition Transaction are set out below.
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1. PTMR Divestment Transaction
A. Object of the Transaction
The object of the transaction, together with the terms and conditions governing its implementation, is set
out in the Share Purchase Agreement in PT Master Print Tbk dated 11 November 2025, as last amended
by the Fourth Amendment to the Share Purchase Agreement in PT Master Print Tbk dated
6 May 2026 (the “Share Purchase Agreement”), which principally sets out, among other things, the
following:
The Parties
• The purchaser : DS
• The seller : the Company and AK (the “Sellers”)
Subject Matter of the Agreement
The sale of 1,472,000,000 (one billion four hundred seventy-two million) shares, representing 77.19%
(seventy-seven point nineteen percent) of the total issued and fully paid-up capital of PTMR.
Purchase Price of Shares
In connection with the PTMR Divestment Transaction, DS shall make payment to the Company in the
amount of Rp128,064,000,000 (one hundred twenty-eight billion sixty-four million Rupiah), and therefore
the transaction constitutes a material transaction as referred to under OJK Regulation
No. 17/POJK.04/2020.
Conditions Precedent
The completion of the closing is subject to the fulfillment of the following conditions, among others (the
“Conditions Precedent”):
• The Sellers and PTMR having obtained all necessary corporate approvals in relation to the
Transaction, as required under their respective constitutional documents and/or applicable laws;
• the Sellers and PTMR (and PTMR’s subsidiaries) having procured and/or obtained all approvals,
principle approvals, and/or waivers required from, and made all notifications required to, the relevant
parties and/or governmental authorities in connection with the Transaction, as required under
applicable laws and regulations (including any required pre-acquisition approvals) and/or any
agreements binding upon them (including any change of control restrictions), and all such approvals,
principle approvals, waivers and/or notifications shall remain in full force and effect up to the closing
date under the Share Purchase Agreement;
• PTMR having made the pre-acquisition announcement as required under applicable laws and
regulations;
• The Sellers and PTMR (as applicable) having obtained all documents, reports, filings, and
notifications required under applicable laws and regulations for the implementation of the
Transaction;
In connection with the above::
• Each of the Company and PTMR has obtained the approval of its Board of Commissioners for the
implementation of the transaction;
• AK has obtained spousal consent for the implementation of the transaction; and
• PTMR has made the pre-acquisition announcement as required under applicable laws and
regulations, and no objections have been raised by creditors in connection with the transaction; and
• PTMP has obtained written approval from Bank KEB HANA;
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Accordingly, all Conditions Precedent have been satisfied, except for the approvals of the Company’s
EGMS and Independent GMS of the Company and PTMR, which are currently in progress and will be
conducted in accordance with the provisions of applicable laws and regulations.
Governing Law and Dispute Resolution
• The governing law shall be the laws of the Republic of Indonesia.
• In the event of any dispute, the Parties agree to resolve such dispute through the Indonesian
National Arbitration Board (BANI).
In relation to the PTMR Divestment Transaction, the Company has obtained approval from Bank KEB
Hana through KEB HANA Letter No. 023/SME/MGD/03/2026 dated March 3, 2026, regarding the
Notification Letter of Approval for the Transfer of Shares and Acquisition of Assets of PT Master Print
Tbk by PT Mitra Pack Tbk.
B. Parties to the PTMR Divestment Transaction
As stated above, the parties involved in the transaction are:
The purchaser : DS
The sellers : Company & AK
The following is information regarding DS, the Company, and AK as the parties to the Share Sale and
Purchase Transaction:
Deep Source Pte. Ltd.
1) Brief History of Deep Source Pte. Ltd.
Deep Source Pte. Ltd. is a private limited company incorporated under the laws of the Republic of
Singapore on October 5, 2015. At the time of its incorporation, Deep Source Pte. Ltd. was named
Bright Point Trading Pte. Ltd. and subsequently, on June 4, 2025, changed its name to Deep Source
Pte. Ltd.
The following is the ownership structure diagram of Deep Source Pte. Ltd. up to the individual
shareholder level:
The change of the entity’s name from Theme International Holdings Limited to Deep Source Holdings
Limited became effective in 2025. Meanwhile, the change of the entity’s name from Bright Point
Trading Pte. Ltd. to Deep Source Pte. Ltd. was effected on 4 June 2025
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2) Company Address
The domicile and head office of Deep Source Pte. Ltd. are located in Singapore, with its registered
address at 3 Anson Road, #28-03, Springleaf Tower, Singapore 079909.
3) Company Business Activities
Deep Source Pte. Ltd. is primarily engaged in the commodity trading business, including iron ore,
nickel ore, chrome ore, and manganese ore.
4) Capital Structure and Shareholding Composition of the Company
The capital structure and shareholding composition of Deep Source Pte. Ltd. are as follows:
Par Value of USD 1 per share
Description
Number of Shares Nilai Nominal (USD) %
Authorized Capital 80,000,000 80,000,000
Shareholders:
- Deep Source Holdings
Limited* 80,000,000 80,000,000 100.00%
Total Issued and Fully Paid-
up Capital
80,000,000 80,000,000 100.00%
Unissued Shares - -
5) Composition of the Management
The composition of the Board of Directors and Board of Commissioners of Deep Source Pte. Ltd. as
of the date of this disclosure of information is as follows:
Board of Commissioners
None
Board of Directors
Director : Jiang Jiang
Director : Wu Lei
Company
1. Brief History of the Company
The Company was established on 25 May 2000 pursuant to Deed No. 257 drawn up before Drajat
Darmadji, S.H., M.Hum., a Notary in Jakarta (the “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. C2-4427.HT.01.01.Th.2000 dated 21 November 2000.
The Company’s Articles of Association have been amended several times, most recently pursuant to
Deed No. 86 dated 12 September 2022 drawn up before Christina Dwi Utami, S.H., M.Kn., a Notary
in West Jakarta, concerning changes in the composition of shareholders, as well as an increase in
the authorized capital and issued and paid-up capital. Such amendment deed was approved by the
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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. Company Address
The Company is domiciled at Jalan Pangeran Jayakarta No. 135, Komplek Prima Jayakarta Blok
B20, Mangga Dua Selatan, Sawah Besar, Kelurahan Mangga Dua Selatan, Kecamatan Sawah
Besar, Central Jakarta, Special Capital Region of Jakarta.
3. Company Business Activities
Pursuant to Article 3 of the Company’s Articles of Association, the Company’s business activities are
engaged in the following sectors:
a. Wholesale Trade of Machinery, Equipment and Other Supplies
b. Wholesale Trade of Chemical Materials and Products
c. Rental and Leasing Activities Without Option Rights – Machinery, Equipment and Other
Tangible Goods Not Elsewhere Classified.
d. Repair of Special Purpose Machinery
e. Wholesale Trade of Other Products Not Elsewhere Classified
f. Wholesale Trade of Electronic Spare Parts.
The Company’s current actual business activities are as an authorized distributor and provider of
rental services for industrial packaging equipment, including spare parts and maintenance services,
such as coding, marking, labeling, and product inspection systems.
4. Capital Structure and Shareholding Composition of the Company
Based on the Deed of Shareholders’ Resolution of PT Mitra Pack Tbk No. 86 dated 12 September
2022, drawn up before Christina Dwi Utami, S.H., M.Kn., Notary in West Jakarta, which 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, the capital structure and shareholding composition of
the Company are as follows:
Par Value of Rp25.00 per share
Description Number of Shares Number of
Nilai Nominal (Rp)
Shares
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%
- Masyarakat 800,000,000 20,000,000,000 25.24%
Total Issued and Fully Paid-up
Capital 3,169,200,000 79,230,000,000 100.00%
Unissued Shares 6,307,600,000 157,690,000,000
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5. Composition of the Board of Directors and Board of Commissioners of the Company
The composition of the Board of Directors and Board of Commissioners of the Company as of the
date of this Disclosure of information, based on the latest amendment deed, 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 presents a summary of the Company’s key consolidated financial information: (i) as
of and for the year ended 31 December 2024, which was audited by KAP Kanaka Puradiredja,
Suhartono, an Independent Public Accounting Firm, 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 restatement, dated 27 March 2025,
signed by Helli I.B. Susetyo, CPA; (ii) as of and for the nine-month period ended 30 September 2025,
which was audited by KAP Kanaka Puradiredja, Suhartono, an Independent Public Accounting Firm,
in accordance with the Auditing Standards established by the Indonesian Institute of Certified Public
Accountants (IAPI), with an unqualified opinion No. 00843/3.0357/AU.1/05/1021-3/1/XII/2025, with
no restatement, dated 30 December 2025, signed by Helli I.B. Susetyo, CPA; and (iii) as of 30
December for the period ended 2025, which was audited by KAP Anwar dan Rekan, an Independent
Public Accounting Firm, in accordance with the Auditing Standards established by the Indonesian
Institute of Certified Public Accountants (IAPI), with an unqualified opinion as stated in Report
No. 00215/2.1035/AU.1/05/1432-1/1/III/2026, with no restatement, dated 30 March 2026, signed by
Soaduon Tampubolon, CPA.
Statement of Finansial Position
Presented in Rupiah (Rp)
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 (Rp)
Description 31 December 2025 30 September 2025 31 December 2024
Pendapatan 207,657,845,924 147,594,701,531 192,300,097,187
Laba Bruto 62,261,529,160 46,281,717,463 67,907,917,102
Laba (Rugi) Bersih
Periode Berjalan (62,069,715,927) (41,904,588,054) 11,319,410,923
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C. Affiliated Relationships and Nature of Conflict of Interest
There is no affiliated relationship between the Company and Deep Source Pte. Ltd., and there is also no
affiliated relationship between AK and Deep Source Pte. Ltd..
The share transfer transaction of AK to DS, which was conducted concurrently with the Company’s
divestment transaction of PTMR, does not render the PTMR divestment transaction as containing a
conflict of interest, as in carrying out the PTMR divestment, the Company solely considered its own
interests and no loss was incurred by the Company, given that the PTMR divestment transaction will be
followed by the Net Business Acquisition Transaction and the GPK Acquisition Transaction.
The share transfer transaction of AK to DS was conducted concurrently with the Company’s PTMR
divestment transaction as a result of negotiations with DS, which intended to acquire shares from the
former controlling shareholders and former management.
D. Transaction Value
The transaction value for the sale of 77.19% (seventy-seven point nineteen percent) or 1,472,000,000
shares of PTMR pursuant to the Share Purchase Agreement is Rp128,064,000,000 (one hundred
twenty-eight billion sixty-four million Rupiah) and is considered fair based on the share valuation report
of PTMR No. 00020/2.0113-03/BS/05/0340/1/IV/202 dated 30 April 2026, prepared by KJPP Syarif,
Endang dan Rekan.
2. Net Business Acquisition Transaction
A. Transaction Object
The object of the transaction, together with the terms and conditions governing its implementation, is set
out in the Net Business Transfer Agreement dated 6 May 2026 (the “Business Purchase Agreement”),
which principally sets out, among other things, the following matters:
The Parties
• The sellers : PTMR
• The purchaser : Company
Object of the Agreement
Acquisition of the entire Net Business of PTMR.
Net Business Purchase Price
In relation to the Net Business Acquisition Transaction, the Company is required to make a payment to
the Company in the amount of Rp100,680,000,000.00 (one hundred billion six hundred eighty million
Rupiah), representing the agreed value of the Transferred Assets, less 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, representing the value of the Assumed Liabilities excluding tax
payables, resulting in a net amount of Rp61,346,719,837.00 (sixty-one billion three hundred forty-six
million seven hundred nineteen thousand eight hundred thirty-seven Rupiah).
The Company shall bear all costs and taxes arising from the transaction.
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Conditions Precedent
The completion of the Net Business Acquisition Transaction is subject to the fulfillment of the conditions
precedent as set out in the Net Business Purchase Agreement, which principally include the following:
• approval by the Extraordinary General Meeting of Shareholders (EGMS) and Independent General
Meeting of Shareholders of each party;
• agreement by the Parties on the draft agreements, as relevant, in relation to the implementation of
the business acquisition;
• each representation and warranty of the parties under the Business Purchase Agreement being true,
accurate, and correct in all material respects from the date of the Business Purchase Agreement up
to the completion date; and
• completion of the PTMR Divestment Transaction.
B. Parties to the Net Business Acquisition Transaction
As stated above, the parties involved in the transaction are as follows:
The sellers : PTMR
The purchaser : Company
The following is information regarding the Company and PTMR as the parties involved in the Net
Business Acquisition Transaction:
PTMR
1. Brief History of PTMR
PTMR 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 under Decree No. C-22993 HT.01.TH.2006 dated
August 7, 2006 (“PTMR Deed of Establishment”).
The Articles of Association of PTMR have been amended several times, with the most recent
amendment made under Notarial Deed of Putra Hutomo, S.H., M.Kn., No. 21 dated October 8, 2024,
concerning the increase of authorized capital as well as issued and paid-up capital. This amendment
deed has been approved by the Minister of Law and Human Rights of the Republic of Indonesia
under Decree No. AHU-AH.01.03-0199591 dated 8 October 2024 (“Deed No. 21/2024”).
2. Address of PTMR
The domicile and head office of the Company are located in Jakarta, at Jl. Pangeran Jayakarta 135
Block C 12–15, Mangga Dua Selatan Village, Sawah Besar District, Central Jakarta.
3. Business Activities of PTMR
In accordance with Article 3 of the Company’s Articles of Association, PTMR’s current business
activities are engaged in wholesale trading of machinery, equipment, and other supplies; wholesale
trading of other products not elsewhere classified; rental and leasing activities without option rights
for machinery, equipment, and other tangible goods not elsewhere classified; wholesale trading of
electronic spare parts; and wholesale trading of chemicals and chemical products..
4. Capital Structure and Shareholding Composition of PTMR
Based on the Deed of Resolution of the Shareholders of PT Master Print Tbk No. 21 dated 8 October
2024, drawn up 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 under Decree No. AHU-AH.01.03-
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0199591 dated 8 October 2024, the capital structure and shareholding composition of PTMR are as
follows:
Par Value of Rp25.00 per share
Description Number of Shares Par Value (Rp) Number of
Shares
Authorized Capital 5,888,000,000 147,200,000,000
Shareholders:
- PT Mitra Pack Tbk 1,457,280,000 36,432,000,000 76.42%
- Ardi Kusuma 14,720,000 368,000,000 0.77%
- Masyarakat 435,000,000 10,875,000,000 22.81%
Total Issued and Fully Paid-Up
Capital 1,907,000,000 47,675,000,000 100.00%
Unissued Shares 3,981,000,000 99,525,000,000
5. Composition of the Board of Directors and Board of Commissioners of PTMR
The composition of the Board of Directors and the Board of Commissioners of PTMR at the time this
information disclosure is issued, based on Deed No. 3 dated 16 July 2024, drawn up before Dr. Putra
Hutomo, S.H., M.Kn., 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 presents a summary of the key consolidated financial data of PTMR: (i) as of
December 31 for the period ended 2024, audited by KAP Kanaka Puradiredja, Suhartono,
Independent Public Accountants, in accordance with Auditing Standards issued by the Indonesian
Institute of Certified Public Accountants (IAPI), with an unqualified opinion under report number
00160/3.0357/AU.1/05/1021-2/1/III/2025, with no restatement, dated March 25, 2025, signed by Helli
I.B. Susetyo, CPA; (ii) as of September 30 for the period ended 2025, audited by KAP Kanaka
Puradiredja, Suhartono, Independent Public Accountants, in accordance with IAPI Auditing
Standards, with an unqualified opinion under report number 00840/3.0357/AU.1/05/1021-
3/1/XII/2025, with no restatement, dated December 29, 2025, signed by Helli I.B. Susetyo, CPA; and
(iii) as of December 31 for the period ended 2025, audited by KAP Anwar dan Rekan, Independent
Public Accountants, in accordance with IAPI Auditing Standards, with an unqualified opinion under
report number 00214/2.1035/AU.1/05/1432-1/1/III/2026, with no restatement, dated March 30, 2026,
signed by Soaduon Tampubolon, CPA.
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Statement of Financial Position
Presented in Indonesian Rupiah (Rp)
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 Indonesian Rupiah (Rp)
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 Profit (Loss) for
the Period (26,505,175,737) (10,503,915,995) 8,161,915,951
The Company
The party purchasing or receiving the transfer is the Company, where information regarding the Company
has been described above in Point No. 1 letter B concerning the Parties Involved in the PTMR Divestment
Transaction.
C. Affiliation Relationship and Nature of Conflict of Interest
There is an affiliated relationship between PTMR and the Company as of the date of this Information
Disclosure:
(a) The Company is the controlling party of PTMR; and
(b) There are overlapping members of the Board of Directors and the Board of Commissioners between
the Company and PTMR, namely Mr. Ardi Kusuma, Mrs. Jessica Kusuma, Mrs. Cindy Kusuma, Mr.
Edward Kusuma, and Mr. Tungga Wijaya.
The Net Business Acquisition Transaction also does not constitute a conflict of interest transaction for
the Company, as in conducting the transaction, the Company solely considers its own interests and no
loss has been incurred by the Company, given that the Net Business Acquisition Transaction is a
continuation of the PTMR Divestment Transaction and that the Company, in substance, currently already
has an indirect interest (through PTMR) in the business to be transferred to the Company. However, the
Net Business Acquisition Transaction constitutes a conflict of interest transaction for PTMR, as it is
undertaken by PTMR in relation to the PTMR Divestment Transaction.
D. Transaction Value
The value of the Company’s Net Business Acquisition Transaction amounts to Rp61,346,719,837 (sixty-
one billion three hundred forty-six million seven hundred nineteen thousand eight hundred thirty-seven
Rupiah), which is calculated based on gross assets of Rp100,680,000,000 (one hundred billion six
hundred eighty million Rupiah) less liabilities excluding tax payables of Rp39,333,280,163 (thirty-nine
billion three hundred thirty-three million two hundred eighty thousand one hundred sixty-three Rupiah).
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The value of PTMR’s Net Business Acquisition Transaction will be subject to further adjustment based
on the calculation of PTMR’s assets and liabilities as of the transaction completion date.
E. Others
Adjustments occurring on the transaction completion date do not render the valuation report and fairness
opinion issued invalid or irrelevant, considering that each Public Appraisal Service Office (“KJPP”) in
preparing the valuation report and fairness opinion has taken into account the estimated value of assets
and liabilities for a period of six (6) months after the date of the financial statements used as the basis
for valuation.
3. GPK Acquisition Transaction
A. Transaction Object
The object of the transaction, together with the terms and conditions governing its implementation, is set
out in the Share Purchase Agreement in GPK dated May 6, 2026 (“GPK Share Purchase Agreement”),
which principally regulates, among other things, the following matters:
Parties
• The Seller : PTMR
• The Purchaser : Company
Subject Matter of the Agreement
The acquisition and/or purchase of all shares owned by PTMR in GPK, representing 99% (ninety-nine
percent) of the total issued and paid-up capital of GPK, by the Company.
The following is information regarding GPK as the Transaction Object in the GPK Acquisition
Transaction.
Description of GPK
1. Brief History of GPK
PT Global Putra Kusuma (“GPK”) was established based on Notarial Deed of Novianti, S.H., M.M.,
No. 3 dated September 1, 2014. The deed of establishment was approved by the Ministry of Law and
Human Rights of the Republic of Indonesia under Decree No. AHU-0091621.40.80.2014 dated
September 10, 2014.
The Company’s Articles of Association have been amended several times. The most recent
amendment was based on Notarial Deed of Stephanie Wilamarta, S.H., No. 44 dated August 13,
2025, concerning the reappointment of the composition of the Board of Directors and Board of
Commissioners. This amendment has been approved by the Minister of Law and Human Rights of
the Republic of Indonesia under Decree No. AHU-0194056.AH.01.11.year 2025 dated August 21,
2025
2. Address of GPK
PT Global Putra Kusuma is domiciled at Komp. Prima Jayakarta 135 Block B 20, Jl. Pangeran
Jayakarta, Mangga Dua Selatan, Sawah Besar, Central Jakarta.
3. Business Activities of GPK
PT Global Putra Kusuma is engaged in the wholesale trading of machinery, equipment, and other
supplies.
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4. Capital Structure and Shareholding Composition of GPK
Based on the Deed of Resolution of the Shareholders of PT Global Putra Kusuma No. 44 dated
August 13, 2025, drawn up before Stephanie Wilamarta, S.H., Notary in Jakarta, and approved by
the Minister of Law and Human Rights of the Republic of Indonesia pursuant to Decree No. AHU-
0194056.AH.01.11.Year 2025 dated August 21, 2025, the capital structure and shareholding
composition of the Company are as follows:
Par Value of Rp100,000.00 per share
Description 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-Up
Capital 250,000 25,000,000,000 100.00%
Unissued Shares 750,000 75,000,000,000
5. Composition of GPK Management
The composition of the Board of Directors and the Board of Commissioners of GPK at the time this
Information Disclosure is issued, based on the latest amendment deed, is as follows:
Board of Commissioners
President Commissioner : 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
December 31 for the period ended 2024, audited by KAP Kanaka Puradiredja, Suhartono,
Independent Public Accountants, in accordance with Auditing Standards issued by the Indonesian
Institute of Certified Public Accountants (IAPI), with an unqualified opinion, report number
00133/3.0357/AU.1/05/1021-3/1/III/2025, with no restatement, dated March 25, 2025, signed by Helli
I.B. Susetyo, CPA; (ii) as of September 30 for the period ended 2025, audited by KAP Kanaka
Puradiredja, Suhartono, Independent Public Accountants, in accordance with IAPI Auditing
Standards, with an unqualified opinion, report number 00839/3.0357/AU.1/05/1021-4/1/XII/2025, with
no restatement, dated December 29, 2025, signed by Helli I.B. Susetyo, CPA; and (iii) as of
December 31 for the period ended 2025, audited by KAP Anwar dan Rekan, Independent Public
Accountants, in accordance with IAPI Auditing Standards, with an unqualified opinion, report number
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00213/2.1035/AU.1/05/1432-1/1/III/2026, with no restatement, dated March 27, 2026, signed by
Soaduon Tampubolon, CPA.
Statement of Financial Position
Presented in Rupiah (Rp)
Desription 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
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 (Rp)
Desription 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 Profit (Loss) for the
(8,450,692,528 ) (8,108,088,232) 892,738,426
Period
Share Purchase Price
In connection with the GPK Acquisition Transaction, the Company is required to make a payment to
PTMR in the amount of Rp26,901,180,000 (twenty-six billion nine hundred one million one hundred
eighty thousand Rupiah).
Conditions Precedent
The completion of the GPK Acquisition Transaction is subject to the fulfillment of the conditions precedent
stipulated in the GPK Share Purchase Agreement, which principally are as follows:
• Approval of the Extraordinary General Meeting of Shareholders (EGMS) and Independent General
Meeting of Shareholders (GMS) and/or other corporate approvals required by each party;
• Completion of the PTMR Divestment Transaction.
B. Parties to the GPK Acquisition Transaction
As stated in the GPK Share Purchase Agreement, the parties involved in the transaction are:
• The sellers : PTMR
• The purchaser : Company
The following is information regarding PTMR and the Company as the parties involved in the GPK
Acquisition Transaction:
PTMR
The transferor is PTMR, where information regarding PTMR has been described above in Point No. 2
letter B concerning the Parties to the Net Business Acquisition Transaction.
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The Company
The acquirer is the Company, where information regarding the Company has been described above in
Point No. 1 letter B concerning the Parties to the PTMR Divestment Transaction.
A. Affiliation Relationship and Nature of Conflict of Interest
There is an Affiliated Relationship between PTMR and the Company, where as of the date of this
Information Disclosure:
(a) The Company is the controlling party of PTMR; and
(b) There are overlapping members of the Board of Directors and the Board of Commissioners between
the Company and PTMR, namely Mr. Ardi Kusuma, Mrs. Jessica Kusuma, Mrs. Cindy Kusuma, Mr.
Edward Kusuma, and Mr. Tungga Wijaya.
The GPK Acquisition Transaction also does not constitute a conflict of interest transaction for the
Company, as in carrying out the transaction, the Company solely considered its own interests and no
loss has been incurred by the Company, given that the GPK Acquisition Transaction is a continuation of
the PTMR Divestment Transaction and that the Company, in substance, currently already has an indirect
interest (through PTMR) in the business to be transferred to the Company. However, the GPK Acquisition
Transaction constitutes a conflict of interest transaction for PTMR, as it is carried out by PTMR in relation
to the PTMR Divestment Transaction.
B. Transaction Value
The value of the GPK Acquisition Transaction amounts to Rp26,901,180,000 (twenty-six billion nine
hundred one million one hundred eighty thousand Rupiah), as stipulated in the GPK Share Purchase
Agreement.
The Company will bear all costs and taxes arising from the transaction.
C. The Company’s Plan in Relation to the GPK Acquisition Transaction
The Company focuses on the corporate and industrial segments, including multinational companies and
the industrial sector, while GPK focuses on the micro, small, and medium enterprises (MSME) segment.
Going forward, the Company’s operational strategy is to consolidate its business activities through GPK,
where GPK will manage and integrate the business activities of both segments, namely the
corporate/industrial segment and the MSME segment. This strategy is expected to improve operational
efficiency, strengthen cross-segment business synergies, and expand the Company’s market reach and
customer base.
4. Other Information
The PTMR Divestment Transaction, the Net Business Acquisition Transaction, and the GPK Acquisition
Transaction are part of a series of corporate restructuring and portfolio reorganization of the Company,
where such transactions are planned and disclosed as an integrated and inseparable series of
transactions.
In the event that the Independent GMS does not approve the Net Business Acquisition Transaction and
the GPK Acquisition Transaction, the Company may be unable to implement the entire series of the
Transaction Plan. In such case, the Business Purchase Agreement and the GPK Share Purchase
Agreement shall be terminated, and the Company shall not be subject to any obligation to pay termination
fees.
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In relation to the PTMR Divestment Transaction, DS has announced the negotiation regarding the
proposed acquisition in Investor Daily newspaper on June 24, 2025, concurrently with the Company’s
Information Disclosure dated June 24, 2025, No. 32/DIR-SP/VI/2025 regarding the Announcement of
Negotiation in Relation to the Proposed Acquisition of PT Master Print Tbk submitted to the Financial
Services Authority (OJK). Furthermore, the Company re-announced its Information Disclosure dated
November 12, 2025, No. 59/DIR-SP/XI/2025Rev regarding the Report of Information or Material Facts on
the Progress of Negotiations in Relation to the Proposed Acquisition of PT Master Print Tbk (a Subsidiary
of the Company) submitted to OJK and the Indonesia Stock Exchange (IDX), in compliance with Financial
Services Authority Regulation No. 9/POJK.04/2018 on Takeovers of Public Companies and Financial
Services Authority Regulation No. 31/POJK.04/2015 on Disclosure of Information or Material Facts by
Issuers or Public Companies.
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 point 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 a Material
Transaction and (with respect to the Net Business Acquisition Transaction and the GPK Acquisition
Transaction) also constitute Affiliated Transactions, the Company is only required to comply with the
provisions stipulated under POJK 17/2020 in the implementation of such transactions.
In order to comply with the provisions of Article 14 letters a and b of POJK 17/2020, the Company will
convene an Extraordinary General Meeting of Shareholders (“EGMS”) to obtain approval from the
shareholders in relation to the proposed PTMR Divestment Transaction, and an Independent General
Meeting of Shareholders to obtain approval from the Independent Shareholders in relation to the proposed
Net Business Acquisition Transaction and GPK Acquisition Transaction.
III. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE PROPOSED TRANSACTIONS AND
THEIR IMPACT ON THE COMPANY’S FINANCIAL CONDITION
The PTMR Divestment Transaction, the Net Business Acquisition Transaction, and the GPK Acquisition
Transaction are targeted to be completed on the same day, no later than 1 (one) Business Day after obtaining (i)
the approval of the Company’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; and (ii) the approval of PTMR’s shareholders through the EGMS in relation to the PTMR Divestment
Transaction as well as the Independent GMS in relation to the Net Business Acquisition Transaction, the GPK
Acquisition Transaction, and the acquisition transaction of PT Samudera Layar Nusantara by PTMR (the
“Implementation Date”).
1. PTMR Divestment Transaction
A. Explanation, Considerations, and Reasons for the PTMR Divestment Transaction
The proposed PTMR Divestment Transaction is carried out in the context of managing the Company’s
investment portfolio and strengthening its capital structure. The PTMR Divestment Transaction, together
with the Net Business Acquisition Transaction and the GPK Acquisition Transaction, forms an integrated
internal restructuring plan that is intended to be implemented in a coordinated manner and is inseparable
in nature.
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This restructuring is undertaken as a strategic step by the Company to simplify its ownership structure
and to place its core business activities directly under the Company’s control. As part of this restructuring,
the Company will first divest its entire shareholding in PTMR, which will then be followed by the
Company’s direct acquisition of PTMR’s Net Business related to its core business activities and the
acquisition of GPK.
This sequence of transactions is necessary to ensure that business activities can be transferred effectively
and continuously without disrupting ongoing operations.
Thus, the PTMR Divestment Transaction does not result in the divestment of the Company’s business
activities, but rather constitutes an internal restructuring of the business structure, where control and
economic benefits of the business activities remain with the Company both before and after the
implementation of the transaction, and supports a more efficient, transparent, and sustainable business
structure going forward.
The transaction is carried out based on sound business considerations and in accordance with the arm’s
length principle, and is expected to provide economic benefits to the Company, including improved
liquidity and strengthened financial position. Accordingly, the implementation of the PTMR Divestment
Transaction is expected to contribute to the sustainable enhancement of the Company’s value.
The planned use of proceeds from the PTMR Divestment Transaction will be allocated to the Net Business
Acquisition Transaction and the GPK Acquisition Transaction.
The implementation of the PTMR Divestment Transaction will result in a change of control over PTMR. In
relation to such change of control, DS as the new controlling party of PTMR will conduct a mandatory
tender offer in accordance with the provisions of OJK Regulation No. 9/POJK.04/2018 on Takeover of
Public Companies.
Mr. Ardi Kusuma and PTMP as the Sellers do not have any affiliated relationship with DS as the Buyer;
therefore, the transaction does not constitute an affiliated transaction as referred to in OJK Regulation
No. 42/POJK.04/2020.
B. Impact of the Transaction on the Company’s Financial Condition
The impact of the divestment transaction on the Company’s financial and operational condition is as
follows:
• PTMR’s financial statements will no longer be consolidated into PTMP’s consolidated financial
statements;
• An increase in cash and cash equivalents, which will support PTMP’s operational needs and/or
business development plans;
• A stronger focus on strategic business activities and a simplified group structure, resulting in
improved efficiency and optimization..
2. Net Business Acquisition Transaction
A. Explanation, Considerations, and Reasons for the Net Business Acquisition Transaction
The PTMR Net Business Acquisition Transaction is carried out as part of the restructuring of the
Company’s ownership structure and business management, and is related to the PTMR Divestment
Transaction. This transaction is undertaken to take over PTMR’s business activities so that they can be
managed directly by the Company.
The PTMR Divestment Transaction and the PTMR Net Business Acquisition Transaction constitute an
integrated and inseparable series of transactions aimed at restructuring the ownership and business
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management within the Company’s group. Through the implementation of these two transactions, the
Company simplifies its ownership structure by placing its core business activities directly under the
Company’s control.
Through the implementation of this transaction, the Company is expected to enhance the effectiveness
of business management and operational control of the Company’s activities.
B. Impact of the Transaction on the Company’s Financial Condition
The Business Transfer Transaction will have an impact on the Company’s financial condition, particularly
in the form of an increase in the Company’s assets, liabilities, revenues, expenses, and cash flows as a
result of the acquisition of business activities along with the assets and liabilities inherent in the transferred
business. This impact is, among others, reflected in the recognition of the acquired assets and liabilities
in accordance with applicable accounting treatment, as well as the increase in revenue contribution and
business activities after the effective date of the Transaction.
In addition, the implementation of the Transaction may also result in the recognition of goodwill, bargain
purchase gains, or other adjustments in accordance with the purchase price allocation results and the
Company’s applied accounting policies. Following the effectiveness of the Transaction, the Company’s
financial performance and its ability to generate future cash flows will be affected by the success of the
integration of the transferred business, operational management, and the realization of expected business
synergies from the Transaction.
However, as long as the Transaction is carried out based on fair value, supported by adequate financing
structure and business management, and implemented in accordance with applicable laws and
regulations, the Transaction is not expected to have any material adverse impact on the Company’s
financial condition, its ability to meet financial obligations, or its business continuity
C. Explanation, Considerations, and Reasons for Conducting the Affiliated Transaction Compared to
Similar Transactions Not Conducted with an Affiliated Party
The selection of an affiliated party in this transaction is carried out by considering the best interests of the
Company, including efficiency of implementation, effectiveness of the transaction process, and certainty
of completion. The Company has sufficient understanding of the operational characteristics, technical
conditions, and risk profile of PTMR’s assets (as the affiliated party) being transacted, so that the
evaluation, negotiation, and settlement process can be conducted more effectively and measurably
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 the alignment of
interests within the business group, thereby minimizing the risk of delay or transaction failure.
Although the transaction is conducted with an affiliated party, the Company ensures that the transaction
is carried out based on the principle of fairness, the implementation of good corporate governance, and
compliance with applicable laws and regulations, including the appointment of an Independent Appraiser
to obtain a fairness opinion on the transaction in order to protect the interests of the Company and public
shareholders.
3. GPK Acquisition Transaction
A. Explanation, Considerations, and Reasons for the GPK Acquisition Transaction
The GPK Acquisition Transaction, together with the Net Business Acquisition Transaction, is carried out
in connection with the implementation of the PTMR Divestment Transaction as part of a series of
restructuring of ownership structure and business management within the Company’s group.
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GPK is an entity whose business activities are related to the business activities of PTMR. However, the
ownership of PTMR’s shares in GPK is not included in the scope of valuation of the Net Business
Acquisition Transaction. Therefore, the Company acquires the shares of GPK separately from PTMR so
that the business activities previously integrated within the PTMR group can continue to be directly
managed by the Company.
The transaction is conducted based on sound business considerations and in accordance with the arm’s
length principle, taking into account the interests of the Company and its shareholders.
The Company views that the GPK Acquisition Transaction is carried out based on the strategic value of
the asset and its relevance to the Company’s operational activities. After the transaction, the Company
will implement a recovery plan which includes restructuring operational cost structure, evaluating and
renegotiating inefficient business obligations, optimizing the utilization of productive assets, and aligning
GPK’s business management with the Company’s operational systems and policies in order to improve
efficiency and cost control.
B. Impact of the Transaction on the Company’s Financial Condition
The Company plans to acquire 99.00% of GPK’s shares. The proposed transaction is a majority share
transfer transaction that will result in a change in the ownership structure of GPK from indirect ownership
through PTMP to direct ownership by PTMP. Upon completion of the Transaction, the Company will have
direct control over GPK, so the main impact on the Company’s financial condition will be reflected in
changes in the composition of investments, asset structure, and potential recognition of investment in a
subsidiary in accordance with applicable accounting treatment. Based on information obtained from
management, 99.00% of GPK shares being the object of valuation are in clean and clear condition, not
pledged, not confiscated, not encumbered, and free from any form of security interest.
The impact on the Company’s financial condition will primarily be determined by the transaction value,
funding source, and accounting treatment of the acquisition of GPK shares. If the Transaction is executed,
the Company may record an increase in investment or equity participation in GPK, which at the same
time may affect the Company’s cash position, liabilities, or equity depending on the payment scheme
used. In addition, the 99.00% ownership grants control rights to the Company, so GPK’s financial
performance after the effective date of the Transaction may contribute to the Company’s consolidated
financial statements.
Accordingly, as long as the Transaction is carried out at fair value, supported by adequate funding
structure, and does not create material pressure on the Company’s liquidity, the Transaction is not
expected to have a material adverse impact on the Company’s financial condition and is expected to
support the strengthening of the Company’s business structure going forward.
C. Explanation, Considerations, and Reasons for Conducting the Affiliated Transaction Compared to
Similar Transactions Not Conducted with an Affiliated Party
The selection of an affiliated party in this transaction is carried out by considering the best interests of the
Company, including efficiency of implementation, effectiveness of the transaction process, and certainty
of completion. The Company has sufficient understanding of the operational characteristics, technical
conditions, and risk profile of PTMR’s assets (as the affiliated party) being transacted, so that the
evaluation, negotiation, and settlement process can be conducted more effectively and measurably
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 the alignment of
interests within the business group, thereby minimizing the risk of delay or transaction failure.
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Although the transaction is conducted with an affiliated party, the Company ensures that the transaction
is carried out based on the principle of fairness, the implementation of good corporate governance, and
compliance with applicable laws and regulations, including the appointment of an Independent Appraiser
to obtain a fairness opinion on the transaction in order to protect the interests of the Company and public
shareholders.
ALL SHAREHOLDERS ARE ADVISED TO CONSULT THEIR RESPECTIVE TAX ADVISORS TO DETERMINE
THE TAX CONSEQUENCES THAT MAY ARISE IN CONNECTION WITH THE SALE OF THEIR SHARES IN THE
COMPANY.
IV. STRUCTURE BEFORE AND AFTER THE PROPOSED ACQUISITION BY THE PROSPECTIVE NEW
CONTROLLING PARTY
A. Structure before the Proposed Transaction
1. PTMR Divestment Transaction
a. DS Ownership Structure
Deep Source Holdings
Limited
100%
Deep Source Pte. Ltd
b. The Company’s Ownership Structure
PT Kencana Usaha
Jessica Kusuma Cindy Kusuma Edward Kusuma Masyarakat
Sentosa
72,51% 0,75% 0,75% 0,75% 25,24%
Perseroan
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c. PTMR Ownership Structure
Ardi Kusuma Perseroan Masyarakat
0,77% 76,42% 22,81%
PTMR
2. Net Business Acquisition Transaction
a. The Company’s Ownership Structure
PT Kencana Usaha
Jessica Kusuma Cindy Kusuma Edward Kusuma Masyarakat
Sentosa
72,51% 0,75% 0,75% 0,75% 25,24%
Perseroan
b. PTMR Ownership Structure
Ardi Kusuma Perseroan Masyarakat
0,77% 76,42% 22,81%
PTMR
3. GPK Acquisition Transaction
a. The Company’s Ownership Structure
PT Kencana Usaha
Jessica Kusuma Cindy Kusuma Edward Kusuma Masyarakat
Sentosa
72,51% 0,75% 0,75% 0,75% 25,24%
Perseroan
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b. PTMR Ownership Structure
Ardi Kusuma Perseroan Masyarakat
0,77% 76,42% 22,81%
PTMR
c. GPK Ownership Structure
PT Kencana Usaha
PTMR
Sentosa
99,00% 1,00%
GPK
B. Structure after the Proposed Transactions
1. PTMR Divestment Transaction
Deep Source Pte. Ltd Masyarakat
77,19% 22,81%
PTMR
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2. Net Business Acquisition Transaction & GPK Acquisition Transaction
PT Kencana Usaha
Jessica Kusuma Cindy Kusuma Edward Kusuma Masyarakat
Sentosa
72,51% 0,75% 0,75% 0,75% 25,24%
Perseroan
99,00%
GPK
V. SUMMARY OF THE VALUATION REPORT
The Company has appointed KJPP Syarif, Endang and Partners as an independent appraiser to conduct a
valuation of PTMR and GPK shares as well as a valuation of PTMR’s business. The independent appraiser
confirms that it does not have any affiliated relationship, either directly or indirectly, with the Company based on
the Capital Market Law.
A. PTMR Divestment Transaction
The following is a summary of the PTMR share valuation report as stated in Report No. 00020/2.0113-
03/BS/05/0340/1/IV/2026 dated April 30, 2026.
1. Identity of the Parties
• The parties involved in this transaction plan are PT Mitra Pack Tbk (hereinafter referred to as
“PTMP”) and Ardi Kusuma (hereinafter referred to as “AK”) as the sellers.
• Deep Source Pte Ltd (hereinafter referred to as “DS”) as the buyer.
2. Valuation Object
The object of valuation in this appraisal report is 77.19% of the Company’s shares. As of December
31, 2025, the Company’s shares are held by PTMP (76.42%), Mr. Ardi Kusuma (0.77%), and the
public (22.81%).
3. Purpose and Objective of the Valuation
The purpose and objective of preparing the valuation report for 77.19% of PTMR’s shares is to
provide the Report Users with an overview of the market value of 77.19% of PTMR’s shares in
connection with the proposed share divestment
4. Assumptions and Limiting Conditions
• The Valuation Report issued by us is in the form of a non-disclaimer opinion;
• We have reviewed the documents used in the valuation process;
• The data and information obtained, both from external and internal sources, are considered
reliable and accurate;
• We have used adjusted financial projections that reflect the reasonableness of the financial
projections prepared by management and their achievability (fiduciary duty);
• We are responsible for the valuation exercise and the reasonableness of the adjusted financial
projections;
• The Valuation Report prepared by us is intended for public disclosure, except for confidential
information that may affect the Company’s operations;
• We are responsible for the Valuation Report and the value conclusion;
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• We have obtained information regarding the legal status of the valuation object from the
appointing party; and
• We have sufficient assurance that the assumptions used in preparing the business plan are
relevant and reliable.
Furthermore, we state that no special assumptions were applied in this valuation.
5. Valuation Approaches and Methods
The first approach applied in determining the Market Value is the Income-Based Approach, using
the Discounted Cash Flow (DCF) method. The rationale for using the Income-Based Approach is
that the valuation object is a going concern entity that is expected to generate future economic
benefits from its business operations.
The second approach applied in determining the Market Value is the Market-Based Approach, using
the Guideline Publicly Traded Company (GPTC) method. Under the GPTC method, the valuation
object has several comparable companies listed on the stock exchange. The basis for selecting the
Market-Based Approach is that the valuation object is not a non-operating company, dormant
company, or a company without business activities or operations.
6. Value Conclusion
This valuation was conducted in accordance with the Indonesian Valuation Code of Ethics and
Indonesian Valuation Standards (KEPI & SPI Edition VII-2018) issued by the Indonesian Society of
Appraisers (Masyarakat Profesi Penilai Indonesia/MAPPI), as well as Financial Services Authority
Regulation (OJK) No. 35/POJK.04/2020. We applied commonly used approaches and methods in
conducting the review and analysis of relevant data and information, subject to the limiting condition
that, in principle, the assumptions underlying the valuation analysis are fulfilled.
The market value of 77.19% of the shares as of December 31, 2025 is as follows:
Indicated Value Valuation Value
Reconciliation DLOM Composition
(Rp.000) Result (Rp.000) (Rp.000)
1 DCF 138.491.983 10,00% 124.642.785 60,00% 74.785.671
2 GPTC 128.140.888 10,00% 115.326.799 40,00% 46.130.720
MARKET VALUE OF 77,19% SHARES 120.916.390
MARKET VALUE OF 77,19% SHARES (ROUNDED) 120.916.000
Based on the study and analysis conducted on all related aspects, we are of the opinion that the
Market Value of 77.19% of PTMR’s shares as of December 31, 2025 is Rp120,196,000,000 (one
hundred twenty billion one hundred ninety-six million Rupiah).
7. Identification of the Appraiser’s 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. Net Business Acquisition Transaction
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The following is a summary of the PTMR Business valuation report as set out in Report No. 00022/2.0113-
03/BS/05/0340/1/IV/2026 dated 30 April 2026.
1. Parties Identification
a. Appraiser Status Identification
KJPP Syarif, Endang & Partners is appointed as an official Public Appraisal Service Office based
on Minister of Finance Decree No. 1498/KM.1/2012 dated December 28, 2012, with Business
License of Public Appraisal Service Office (SIUKJPP) No. 2.12.0113. We are an Independent
Appraiser/External Appraiser providing objective and unbiased valuation. The Appraiser is in an
independent position, which currently or in the future has no financial interest related to the
subject and/or object of the valuation other than valuation services, and has the competence to
conduct the valuation.
b. Engagement Party and Report User Identification
The engagement party and report user in the preparation of this business valuation report are::
Name : PT Mitra Pack Tbk
Business Sector : Trading of office and industrial machinery, spare parts and equipment, as
well as leasing and rental activities without option of industrial machinery
and equipment.
Address : Jl. Pangeran Jayakarta No. 135, Block 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
Business Value of PTMR.
3. Purpose and Objective of the Valuation
KJPP Syarif, Endang & Partners has been appointed by PTMP in accordance with the Business
Valuation Service Agreement No. 0032/SPK/MSE-01/ES/IV/2026 dated April 13, 2026, for the
purpose of analyzing and providing an opinion on the Market Value of PTMR’s Business. This report
is prepared as information for the Report Users regarding PTMR’s Business Value in relation to the
planned business divestment transaction.
4. Assumptions, Special Assumptions, Limiting Conditions, and Disclosures
In this valuation, there are several assumptions that we must state in relation to the value conclusion,
including:
• The valuation report produced is a non-disclaimer opinion;
• We have reviewed the documents used in the valuation process;
• Data and information obtained come from external and internal sources that are believed to be
reliable;
• We use adjusted financial projections that reflect the reasonableness of management’s financial
projections and their achievability (fiduciary duty);
• We are responsible for the valuation process and the reasonableness of the adjusted financial
projections;
• The valuation report produced 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 value conclusion;
• We have obtained information regarding the legal status of the valuation object from the
engagement party;
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• We have sufficient confidence that the assumptions used in preparing the business plan are
relevant and reliable.
Furthermore, we state that no special assumptions were applied in this valuation.
5. Valuation Approach and Method
The first approach used in determining the Market Value is the Income-Based Approach using the
Discounted Cash Flow (DCF) method. The reason for using the Income-Based Approach is that the
valuation object is identified as a company with expected future income streams from its business
activities.
The second approach used in determining the Market Value is the Asset-Based Approach using the
Excess Earning Method (EEM). Under the EEM method, the Company’s income is derived from the
productivity of fixed assets/tangible assets inherent as part of the Company’s business entity. The
basis for selecting the Asset-Based Approach is that the valuation object has asset valuation reports
that can be applied under this approach.
6. Value Conclusion
Based on the study and analysis conducted on all relevant aspects in determining the Business
Value of PTMR, we are of the opinion that the Business Value of PTMR as of December 31, 2025
is Rp108,259,000,000 (one hundred eight billion two hundred fifty-nine million Rupiah).
C. GPK Acquisition Transaction
The following is a summary of the GPK share valuation report as set out in Report No. 00021/2.0113-
03/BS/05/0340/1/IV/2026 dated 30 April 2026.
1. Parties Identification
a. Appraiser Status Identification
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. Engagement Party and Report User Identification
The engagement party and report user in the preparation of this business valuation report are:
Name : PT Mitra Pack Tbk
Business Sector : Trading of office and industrial machinery, spare parts and equipment, as
well as leasing and rental activities without option of industrial machinery
and equipment
Address : Jl. Pangeran Jayakarta No. 135, Blok B 20, Mangga Dua Selatan, Sawah
Besar, Jakarta Pusat, DKI Jakarta
Telephone : (021) 6210111
Website/Email : http://www.mitrapack.co.id/ corsec@mitrapack.co.id
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2. Valuation Object
The valuation object is the valuation of 99.00% of GPK shares.
3. Purpose and Objective of the Valuation
The purpose and objective of preparing the valuation report for 99.00% of GPK shares is to provide
the report users with an overview of the market value of 99.00% of GPK shares in relation to the
planned share acquisition.
4. Assumptions and Limiting Conditions
In this valuation, there are several assumptions and limiting conditions used by the Appraiser in
relation to the value conclusion, including:
• The valuation report produced is a non-disclaimer opinion;
• The Appraiser has reviewed the documents used in the valuation process;
• Data and information obtained come from external and internal sources that are believed to be
reliable;
• The Appraiser uses adjusted financial projections that reflect the reasonableness of management’s
financial projections and their achievability (fiduciary duty);
• The Appraiser is responsible for the valuation process and the reasonableness of the adjusted
financial projections;
• The valuation report produced is open to the public, except for confidential information that may
affect the company’s operations;
• The Appraiser is responsible for the valuation report and the value conclusion;
• The Appraiser has obtained information regarding the legal status of the valuation object from the
engagement party; and
• The Appraiser has sufficient confidence that the assumptions used in preparing the business plan
are relevant and reliable.
Furthermore, the Appraiser states that no special assumptions were applied in this valuation.
5. Valuation Approach and Method
The valuation approach used in determining the 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 Method (GPTC).
6. Value Conclusion
The market value of 99.00% of GPK shares as of December 31, 2025 is as follows:
Reconciliation of the Market Value of GPK’s Shares(Rp.000)
Indicated Value Valuation Result
Reconciliation DLOM Composition 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
Market Value of 99.00% Shares 28,926,095
Market Value of 99.00% Shares (Rounded) 28,926,000
Based on the study and analysis conducted on all relevant aspects in determining the Market Value of
99.00% of GPK shares, the Appraiser is of the opinion that the 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).
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VI. SUMMARY OF FAIRNESS OPINION
In accordance with the provisions of Article 22 paragraph (1) letter (b) of POJK 17/2020, the Company has
appointed an Independent Appraiser registered with OJK, namely KJPP Syarif, Endang & Rekan, as the
independent appraiser to provide a fairness opinion on the Proposed Transaction. The independent appraiser has
stated that it does not have any affiliation relationship, either directly or indirectly, with the Company based on the
Capital Market Law.
A. PTMR Divestment Transaction
The following is a summary of the fairness opinion on the Proposed Transaction for the divestment of
77.19% shares in PTMR as set forth in report No. 00026/2.0113-03/BS/05/0340/1/V/2026 dated May 8,
2026.
1. Identity of the Parties
The parties involved in the Proposed Transaction include:
• PTMP and AK as the selling parties.
• DS as the purchasing party.
2. Object of the Fairness Opinion
The object of the Fairness Opinion in this engagement is the Proposed Transaction for the divestment of
77.19% shares in PTMR.
3. Purpose and Objective of the Fairness Opinion
The purpose and objective of this appraisal report is to provide a Fairness Opinion on the Proposed
Transaction for the divestment of 77.19% shares in PTMR. This fairness opinion is provided in order to
comply with Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
in Certain Transactions and Regulation No. 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities.
4. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in the preparation of this Fairness Opinion are as follows:
• This Fairness Opinion Report is a non-disclaimer opinion.
• We have reviewed the documents used in the Fairness Opinion.
• In preparing this report, the appraiser relied on the accuracy and completeness of the information
provided by PTMP or data obtained from publicly available information and other information and
research that we considered relevant.
• The appraiser used the financial projections before and after the Proposed Transaction as well as
the Pro Forma Financial Statements submitted by PTMP, reflecting the reasonableness of the
financial projections and their achievability (fiduciary duty).
• The appraiser is responsible for the implementation of the appraisal and the reasonableness of the
adjusted financial projections.
• The resulting report is open to the public except for confidential information, which may affect the
operations of PTMP.
• The appraiser is responsible for the Fairness Opinion Report and the conclusions produced.
• The appraiser has obtained information regarding the legal status of the object of the Fairness
Opinion from the engagement party.
Furthermore, we hereby explain that in this Fairness Opinion we did not apply any special assumptions.
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5. Valuation Approaches and Methods
The approaches and methods used are as follows:
a. Transaction Analysis
i) The parties involved in the Proposed Transaction are as follows:
• PTMP and AK as the selling parties.
• DS as the purchasing party.
ii) Relationship of the Parties Conducting the Transaction
There is no affiliation relationship between the selling parties and the purchasing party.
iii) Transaction Value Materiality
The Proposed Transaction to be carried out constitutes a material transaction with the following
overview:
PTMP Equity as of Proposed
Percentage
Proposed Transaction December 31, 2025 Transaction
(%)
(Rp’000) Value (Rp’000)
Acquisition of 99.00% Shares in GPK
170,207,352 128.064.000 75.24%
and Purchase of PTMR’s Business
Based on the Audited Financial Statements of PTMP as of December 31, 2025, the total equity of
PTMP amounted to Rp170,207,351,885 (One Hundred Seventy Billion Two Hundred Seven
Million Three Hundred Fifty One Thousand Eight Hundred Eighty Five Rupiah). Based on the
Share Sale and Purchase Agreement, it is known that the value of the Proposed Transaction amounts
to Rp128,064,000,000 (One Hundred Twenty Eight Billion Sixty Four Million Rupiah). Therefore,
the percentage of the transaction value to PTMP’s equity as of December 31, 2025 is 75.24%.
Based on Regulation No. 17/POJK.04/2020, a transaction is categorized as a material transaction if
the transaction value is equal to 20% or more of the equity of a Public Company. A Public Company
conducting a Material Transaction is required to first obtain GMS approval if the transaction value
exceeds 50%.
Accordingly, the Proposed Transaction constitutes a material transaction and must first obtain GMS
approval in accordance with Regulation No. 17/POJK.04/2020 concerning Material Transactions and
Changes in Main Business Activities.
Any internal approvals of PTMP and AK, as well as the fulfillment of obligations under the prevailing
laws and regulations required in connection with the implementation of the Transaction.
iv) Benefits and Risks of the Transaction
The benefit of the Transaction is that it will strengthen PTMP’s financial structure and support
PTMP’s operational needs and/or business development plans.
As for the risks arising from the Transaction, the Divestment Plan will have a financial impact on
PTMP related to changes in the overall financial statements. The quantitative explanation of
such financial impact will be reflected in PTMP’s financial statements after completion of the
Transaction and the preparation of consolidated financial statements and/or pro forma financial
statements in accordance with the financial accounting standards applicable in Indonesia.
Further details will be provided upon completion of the transaction review process.
In addition, PTMP is required to comply with capital market regulations, including but not limited
to the obligation to disclose material facts and fulfill the requirements for material transactions (if
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the Transaction constitutes a material transaction). Upon completion of the Transaction, PTMP
will lose its share ownership in PTMR.
b. Qualitative and Quantitative Analysis of the Proposed Transaction
i) Qualitative Analysis
Based on the reasons for conducting the transaction, the qualitative advantages for the
Company in carrying out the acquisition are the potential to strengthen the financial structure
and support the Company’s operational needs and/or business development plans, which will
be based on the Company’s internal evaluation.
Through the acquisition, the Company may increase its focus on strategic business activities
and simplify the group structure to become more efficient and optimal.
ii) Quantitative Analysis
Based on the results of the incremental analysis, from the asset side, the Proposed Transaction
has an impact on improving the Company’s asset structure, particularly current assets
dominated by cash and banks amounting to Rp29.87 billion, high third-party trade receivables –
net at the beginning of the period amounting to Rp37.01 billion in 2026 and decreasing to
Rp19.64 billion in 2030 in line with collection realization, as well as inventories – net increasing
from Rp 4.61 billion in 2026 to Rp24.34 billion in 2030, while in non-current assets the main
impact arises from the recognition of goodwill/premium amounting to Rp34.36 billion. From the
equity side, the Proposed Transaction strengthens the capital structure as reflected in total equity
amounting to Rp77.02 billion, with a composition dominated by retained earnings amounting to
Rp104.06 billion. Meanwhile, from the liabilities side, the Proposed Transaction shows a
downward trend in total liabilities from Rp39.15 billion in 2026 to Rp22.08 billion in 2030,
reflecting an overall improvement in the Company’s capital structure.
c. Analysis of the Fairness of the Transaction Value
i) Valuation Result
Based on the PTMR Share Valuation Report as of the valuation date of December 31, 2025, No.
00020/2.0113-03/BS/05/0340/1/IV/2026 dated April 30, 2026, by Public Appraiser Endang
Sunardi, S.T., M.M., MAPPI (Cert.) from Kantor Jasa Penilai Publik Syarif, Endang dan Rekan,
the Market Value of 77.19% shares in PTMR amounted to Rp120,916,000,000 (One Hundred
Twenty Billion Nine Hundred Sixteen Million Rupiah).
ii) Transaction Value
Based on the Share Sale and Purchase Agreement and the Addendum to the Share Sale and
Purchase Agreement, the value of the Proposed Transaction for the divestment of 77.19%
shares in PTMR amounted to Rp128,064,000,000.
iii) Fairness of the Transaction Value
The fairness of the transaction value based on OJK Regulation No. 35/POJK.04/2020
concerning Guidelines for Valuation and Presentation of Business Valuation Reports in the
Capital Market states that the upper limit and lower limit within the value range shall not exceed
7.50% of the valuation result.
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Based on the foregoing, the following is the upper limit and lower limit test table for the Proposed
Transaction:
Description Transaction Limit Value (Rp’000)
Upper Limit of the Proposed
7.5% above Market Value 130,520,800
Transaction Value
Proposed Transaction Value 128,064,000
Market Value 120,916,000
Lower Limit of the Proposed
7.5% below Market Value 111,311,200
Transaction Value
Based on the table above, the Proposed Transaction is considered fair as it falls within the upper
limit and lower limit test of 7.5%. The price in the Proposed Transaction is recorded at 5.91%
above the Market Value, as shown in the following table:
Total
Total Proposed
Market
Transaction Value Difference (%)
Description Value
(Rp’000)
(Rp’000)
Proposed Transaction 120,916,000 128,064,000 5.91%
iv) Analisis atas factor lain yang relevan
There is information regarding other relevant factors relating to the Proposed Transaction for the
divestment of 77.19% shares in PTMR. Another relevant factor is that PTMP plans to conduct a
transaction involving 99.00% shares in PT Global Putra Kusuma and the acquisition of assets
owned by PTMR and AK.
6. Conclusion of the Fairness Opinion
This Fairness Opinion has been prepared to comply with the provisions of Financial Services Authority
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities
and in accordance with the Indonesian Appraisal Code of Ethics, Indonesian Valuation Standards issued
by the Indonesian Society of Appraisers (MAPPI), and Financial Services Authority Regulation No.
35/POJK.04/2020. The appraiser has applied commonly accepted approaches and methods in
conducting the review and analysis of relevant data and information, provided that the underlying
fundamental assumptions are fulfilled.
Based on the consideration of the transaction analysis, qualitative analysis and quantitative analysis of
the Proposed Transaction, analysis of the fairness of the transaction value, and analysis of other relevant
factors, we are of the opinion that the Proposed Transaction for the divestment of 77.19% shares in PTMR
consisting of 76.42% share ownership of PTMP in PTMR and 0.77% share ownership of AK in PTMR to
DS is Fair.
7. Appraiser Identification Status
The identity of the appraiser in the fairness opinion 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
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B. Transaction for the Acquisition of the Net Business and 99% Shares of GPK
The following is a summary of the fairness opinion on the Transaction for the Acquisition of GPK and the
Purchase of PTMR’s Net Business as set forth in report No. 00027/2.0113-03/BS/05/0340/1/V/2026 dated
May 8, 2026:
1. Identity of the Parties
The parties involved in the Proposed Transaction are as follows:
• PTMP as the purchasing party; and
• PTMR as the selling party.
2. Object of the Fairness Opinion
The object of the Fairness Opinion is the proposed acquisition of 99.00% shares in GPK and the
purchase of PTMR’s business by PTMP.
3. Purpose and Objective of the Fairness Opinion
The purpose and objective of this fairness opinion report is to provide a Fairness Opinion on the
proposed acquisition of 99.00% shares in GPK and the purchase of PTMR’s business by PTMP. This
fairness opinion is provided in order to comply with Regulation No. 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest in Certain Transactions and Regulation No.
17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities.
4. Asumsi Assumptions and Limiting Conditions
The assumptions and limiting conditions used in the preparation of this Fairness Opinion are as
follows:
• This Fairness Opinion Report is a non-disclaimer opinion.
• We have reviewed the documents used in the Fairness Opinion.
• In preparing this report, the appraiser relied on the accuracy and completeness of the information
provided by PTMP or data obtained from publicly available information and other information
and research that we considered relevant.
• The appraiser used the financial projections before and after the Proposed Transaction as well
as the Pro Forma Financial Statements submitted by PTMP, reflecting the reasonableness of
the financial projections and their achievability (fiduciary duty).
• The appraiser is responsible for the implementation of the appraisal and the reasonableness of
the adjusted financial projections.
• The resulting report is open to the public except for confidential information, which may affect
the operations of PTMP.
• The appraiser is responsible for the Fairness Opinion Report and the conclusions produced.
• The appraiser has obtained information regarding the legal status of the object of the Fairness
Opinion from the engagement party.
5. Valuation Approaches and Methods
The approaches and methods used are as follows:
a. Transaction Analysis
i) The parties involved in the Proposed Transaction are as follows:
• PTMP as the purchasing party; and
• PTMR as the selling party.
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ii) Relationship of the Parties Conducting the Transaction
As of December 31, 2025, PTMP was the majority shareholder of PTMR with share
ownership of 76.42%. Furthermore, PTMR has one subsidiary, namely GPK, with 99.00%
share ownership. Based on the composition of the Boards of Commissioners and Directors,
there are overlapping management members between PTMP and PTMR. In addition, there
are family relationships among the management members of both companies.
iii) Transaction Value Materiality
The Proposed Transaction to be carried out constitutes a material transaction with the
following overview:
PTMP Equity as of Proposed
Percentage
Proposed Transaction December 31, 2025 Transaction
(%)
(Rp’000) Value (Rp’000)
Acquisition of 99.00% Shares in GPK
170,207,352 127,581,180 74.96%
and Purchase of PTMR’s Business
Based on the Audited Financial Statements of PTMP as of December 31, 2025, the total equity
of PTMP amounted to Rp170,207,351,885 (One Hundred Seventy Billion Two Hundred
Seven Million Three Hundred Fifty One Thousand Eight Hundred Eighty Five Rupiah).
Based on the Master Agreement dated January 23, 2026, it is known that the total value of the
Proposed Transaction amounted to Rp127,581,180,000 (One Hundred Twenty Seven Billion
Five Hundred Eighty One Million One Hundred Eighty Thousand Rupiah). Therefore, the
percentage of the total value of the Proposed Transaction to PTMP’s equity as of December
31, 2025 was 74.96%.
iv) Benefits and Risks of the Transaction
The Proposed Transaction is expected to optimize the group business structure, whereby after
the divestment of PTMR shares, the Company will continue to maintain control through
ownership of GPK shares and the acquisition of PTMR’s business, while potentially
strengthening the consolidated financial structure, maintaining business continuity through
preservation of market share, customers, and suppliers, and supporting operational needs and
sustainable business development. However, the Transaction also contains risks, including
those related to the need for operational integration of the acquired business, continued
exposure to inherent business risks, and potential significant changes in the consolidated
financial statements.
b. Qualitative and Quantitative Analysis of the Proposed Transaction
i) Qualitative Analysis
The reason for conducting the Proposed Transaction in the form of the acquisition of 99.00%
shares in GPK and the purchase of PTMR’s business by PTMP is as part of a portfolio
restructuring strategy following the divestment of PTMR, in order to ensure business continuity
and maintain operational stability. Through this transaction, PTMP seeks to maintain market
share as well as relationships with customers and suppliers, thereby supporting operational
continuity while strengthening the Company’s competitiveness and position in the industry.
The Proposed Transaction provides qualitative benefits in the form of maintaining the continuity
of PTMP’s business activities without losing market share, customers, and suppliers, as well as
increasing competitiveness through direct control over GPK and PTMR’s business. However,
this transaction also contains potential disadvantages, particularly related to the need for
operational integration and continued exposure to risks inherent in the business activities.
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ii) Quantitative Analysis
Based on the results of the incremental analysis, from the asset side, the Proposed Transaction
has an impact on improving the Company’s asset structure, particularly current assets
dominated by cash and banks amounting to Rp29.87 billion, high third-party trade receivables
– net at the beginning of the period amounting to Rp37.01 billion in 2026 and decreasing to
Rp19.64 billion in 2030 in line with collection realization, as well as inventories – net increasing
from Rp4.61 billion in 2026 to Rp24.34 billion in 2030, while in non-current assets the main
impact arises from the recognition of goodwill/premium amounting to Rp34.36 billion. From the
equity side, the Proposed Transaction strengthens the capital structure as reflected in total
equity amounting to Rp77.02 billion, with a composition dominated by retained earnings
amounting to Rp104.06 billion. Meanwhile, from the liabilities side, the Proposed Transaction
shows a downward trend in total liabilities from Rp39.15 billion in 2026 to Rp22.08 billion in
2030, reflecting an overall improvement in the Company’s capital structure.
c. Analysis of the Fairness of the Transaction Value
i) Valuation Result
Based on the GPK Share Valuation Report as of the valuation date of December 31, 2025, No.
00021/2.0113-03/BS/05/0340/1/IV/2026 dated April 30, 2026, by Public Appraiser Endang
Sunardi, S.T., M.M., MAPPI (Cert.) from Kantor Jasa Penilai Publik Syarif, Endang dan Rekan,
the Market Value of 99.00% shares in GPK amounted to Rp28,926,000,000 (Twenty Eight
Billion Nine Hundred Twenty Six Million Rupiah).
Based on the PTMR Business Valuation Report as of the valuation date of December 31, 2025,
No. 00022/2.0113-03/BS/05/0340/1/IV/2026 dated April 30, 2026, by Public Appraiser Endang
Sunardi, S.T., M.M., MAPPI (Cert.) from Kantor Jasa Penilai Publik Syarif, Endang dan Rekan,
the Market Value of PTMR’s Business amounted to Rp108,259,000,000 (One Hundred Eight
Billion Two Hundred Fifty Nine Million Rupiah).
ii) Transaction Value
The total value of the Proposed Transaction in the form of the acquisition of 99.00% shares in
GPK and the purchase of PTMR’s business by PTMP amounted to Rp127,581,180,000 (One
Hundred Twenty Seven Billion Five Hundred Eighty One Million One Hundred Eighty
Thousand Rupiah).
iii) Fairness of the Transaction Value
The fairness of the transaction value based on OJK Regulation No. 35/POJK.04/2020
concerning Guidelines for Valuation and Presentation of Business Valuation Reports in the
Capital Market states that the upper limit and lower limit within the value range shall not exceed
7.50% of the valuation result.
Based on the foregoing, the following is the upper limit and lower limit test table for the Proposed
Transaction:
Description Transaction Limit Value (Rp’000)
Upper Limit of Proposed
7.5% above Market Value 147,473,875
Transaction Value
Share Valuation and Business
Total Market Value 137,185,000
Valuation
Agreement between PTMP
Total Proposed Transaction Value 127,581,180
and PTMR
Lower Limit of Proposed
7.5% below Market Value 126,896,125
Transaction Value
37
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Based on the table above, the Proposed Transaction is considered fair as it falls within the upper
limit and lower limit test of 7.5%. The price in the Proposed Transaction is recorded at 7.00%
below the Market Value, as shown in the following table:
Total Proposed
Total Market Value
Description Transaction Value Difference (%)
(Rp’000)
(Rp’000)
Proposed Transaction 137,185,000 127,581,180 -7.00
d. Analysis of Other Relevant Factors
The factors relevant to the Proposed Transaction have been analyzed and disclosed, both
qualitatively and quantitatively, including consideration of benefits, advantages, risks, and
disadvantages. Accordingly, the Appraiser did not conduct any further analysis of other relevant
factors.
6. Conclusion of the Fairness Opinion
Based on the consideration of the transaction analysis, qualitative analysis and quantitative analysis
of the Proposed Transaction, analysis of the fairness of the transaction value, and analysis of other
relevant factors, we are of the opinion that the Proposed Transaction in the form of the acquisition of
99.00% shares in GPK and the purchase of PTMR’s business by PTMP is Fair.
7. Appraiser Identification Status
The identity of the appraiser in the fairness opinion 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
38
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VII. SUMMARY IMPACT OF THE TRANSACTION PLAN AND PLAN OF
BUSINESS ACTIVITY CHANGES ON THE COMPANY’S FINANCIAL CONDITION (PRO FORMA)
The following is the Company’s pro forma financial statements before and after the implementation of the proposed
transaction, based on the assurance report of an independent practitioner on the compilation of pro forma financial
information, which has been reviewed by Soaduon Tampubolon, CPA, Independent Auditor, Public Accounting
Firm Anwar dan Rekan, under Report No. AR/L/013/023/2026 dated May 6, 2026, with the Independent Auditor’s
opinion stating 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 pro forma consolidated financial
information, as follows:
PT MITRA PACK TBK AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DESEMBER 2025
(Presented in Rupiah, unless otherwise stated)
Adjustments
Historical of PT
Global Putra
Historical of PT Kusuma (Acquired Pro Forma
Mitra Pack Tbk and Entity) (Lampiran Pro Forma Pro Forma Consolidated
Subsidiaries 1) Eliminations Divestment Notes Balance
ASSETS
CURRENT ASSETS
Cash and banks 3,778,909,537 51,994,291 - 60,636,844,876 4a 64,467,748,704
Trade receivables – net 35,873,159,751 4,605,791,360 (29,008,736,109) 24,402,944,748 4b, 4e 35,873,159,750
Other receivables – net 47,491,515,537 20,690,251,713 (9,300,000,000) (11,390,251,711) 4b, 4e 47,491,515,539
Inventories 97,088,729,698 4,976,632,884 - (5,195,476,116) 4b 96,869,886,466
Advances 36,110,743,186 - - (442,236,027) 4b 35,668,507,159
Prepaid taxes - - - 2,347,280,540 4c 2,347,280,540
Prepaid expenses 369,948,780 308,225,000 - 168,777,411 4b 846,951,191
Total Current Assets 220,713,006,489 30,632,895,248 283,565,049,349
NON-CURRENT ASSETS
Estimated claim for income
tax refund 4,507,670,798 432,158,346 - (1,649,265,450) 4b 3,290,563,694
Fixed assets – net 25,987,940,271 6,105,388,649 - 1,320,578,193 4b 33,413,907,111
Right-of-use assets – net 10,383,207,910 - - (1,499,970,630) 4b 8,883,237,283
Deferred tax assets 9,621,983,692 2,746,033,149 - (2,746,033,150) 4b 9,621,983,692
Investment in subsidiaries - - (26,901,180,000) 26,901,180,000 4b,4e -
Other assets 9,021,741 9,021,739 - (9,021,739) 4b 9,021,741
Total Non-Current Assets 50,509,824,412 9,292,601,883 55,218,713,521
TOTAL ASSETS 271,222,830,901 39,925,497,131 338,783,762,870
39
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PT MITRA PACK TBK AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DESEMBER 2025
(Presented in Rupiah, unless otherwise stated)
Adjustment
Historical of PT
Global Putra
Historical of PT Kusuma (Acquired Pro Forma
Mitra Pack Tbk and Entity) (Lampiran Pro Forma Pro Forma Consolidated
Subsidiaries 1) Eliminations Divestment Notes Balance
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Short-term bank loans 13,971,214,498 1,174,780,340 - (1,174,780,340) 4b 13,971,214,498
Trade payables – net 22,364,324,853 14,454,501,446 (29,008,736,109) 13,162,911,502 4b,4e 20,973,001,692
Other payables - 2,972,063,844 (9,300,000,000) 6,770,627,916 4b,4e 442,691,760
Accrued expenses 2,360,832,399 105,000,000 - 843,631,400 4b 3,309,463,799
Advances from customers 12,205,318,981 1,655,198,875 - (1,655,198,875) 4b 12,205,318,981
Taxes payable 2,319,777,173 261,942,167 - (1,108,134,698) 4b 1,473,584,642
Current portion of long-term
liabilities:
Bank loans 25,400,000,000 - - - 25,400,000,000
Fixed asset purchase
payables 1,042,893,315 284,632,538 - (307,722,300) 4b 1,019,803,553
Lease liabilities to related
parties 153,964,125 - - 754,145,754 4b 908,109,879
Total Current Liabilities 79,818,325,344 20,908,119,210 79,703,188,804
NON-CURRENT
LIABILITIES
Long-term liabilities net of
current portion:
Fixed asset purchase
payables 1,113,927,608 274,528,543 - 1,821,390,829 4b 3,209,846,980
Lease liabilities to related
parties 3,441,446,566 - - (2,072,829,610) 4b 1,368,616,956
Employee benefits liabilities 16,641,779,498 1,511,630,230 - (1,511,630,230) 4b 16,641,779,498
Total Non-Current
Liabilities 21,197,153,672 1,786,158,773 21,220,243,434
TOTAL LIABILITIES 101,015,479,016 22,694,277,983 100,923,432,238
40
Page 41
PT MITRA PACK TBK AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DESEMBER 2025
(Presented in Rupiah, unless otherwise stated)
Adjustment
Historical of PT
Global Putra
Historical of PT Kusuma (Acquired Historical of PT
Mitra Pack Tbk and Entity) (Appendix Pro Forma Pro Forma Mitra Pack Tbk
Subsidiaries 1) Eliminations Divestment Notes and Subsidiaries
LIABILITIES AND EQUITY
EQUITY
Share capital – par value
Rp 25 (full amount) per
share
Authorized capital –
9,476,800,000 shares
Issued and fully paid
capital –
3,169,200,000 shares
in 2025 and 2024 79,230,000,000 25,000,000,000 (25,000,000,000) - 4e 79,230,000,000
Additional paid-in capital 115,655,342,915 - - (43,672,238,175) 4b 71,983,104,740
Difference in value from
restructuring transactions
of entities under common
control - - (9,842,273,043) 23,747,766,224 4b,4e 13,905,493,181
Other comprehensive loss
– net (1,419,229,368) (400,713,092) 400,713,092 1,516,846,419 4b,4e 97,617,051
Retained earnings (30,233,459,398) (7,368,067,760) 7,368,067,760 102,705,262,866 4b,4e 72,471,803,468
Non-controlling interests 6,974,697,736 - 172,312,191 (6,974,697,735) 4b,4e 172,312,192
TOTAL EQUITY 170,207,351,885 17,231,219,148 237,860,330,632
TOTAL LIABILITIES AND
EQUITY 271,222,830,901 39,925,497,131 338,783,762,870
41
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PT MITRA PACK TBK AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
31 DESEMBER 2025
(Presented in Rupiah, unless otherwise stated)
Adjustment
Historical of PT
Global Putra
Historical of PT Kusuma (Acquired Historical of PT
Mitra Pack Tbk and Entity) (Appendix Pro Forma Pro Forma Mitra Pack Tbk
Subsidiaries 1) Eliminations Divestment Notes and Subsidiaries
SALES AND REVENUES 207,657,845,924 25,279,074,551 - (124,231,274,420) 4d 108,705,646,055
COST OF GOODS SOLD
AND DIRECT
EXPENSES (145,396,316,764) (16,773,421,829) - 90,843,581,378 4d (71,326,157,215)
GROSS PROFIT 62,261,529,160 8,505,652,722 37,379,488,840
Selling expenses (2,938,127,977) - - - (2,938,127,977)
)General and administrative
expenses (79,819,055,572) (6,463,109,791) - 28,494,574,029 4d (57,787,591,334)
Other expenses (40,864,848,785) (12,376,612,215) - 123,593,864,715 4d 70,352,403,715
Finance income 35,104,238 - - (35,104,239) 4d -
Finance costs (4,867,266,097) (115,320,375) - 1,788,621,155 4d (3,193,965,317)
Sub-total (128,454,194,193) (18,955,042,381) 6,432,719,087
PROFIT BEFORE
INCOME TAX (66,192,665,033) (10,449,389,659) 43,812,207,927
INCOME TAX BENEFIT
(EXPENSE) – NET 4,171,352,368 1,998,697,131 - (3,560,636,142) 4d 2,609,413,357
PROFIT FOR THE YEAR (62,021,312,665) (8,450,692,528) 46,421,621,284
OTHER
COMPREHENSIVE
INCOME (48,403,262) (290,955,269) - 468,912,793 4d 129,554,262
TOTAL
COMPREHENSIVE
INCOME FOR THE
YEAR (62,069,715,927) (8,905,776,411) 46,551,175,546
Furthermore, the pro forma statement of changes in equity and the pro forma statement of cash flows are not
presented in this disclosure, considering that the pro forma financial statements are not prepared for comparability
purposes with the same period in the previous year.
The following presents key financial ratios along with brief explanations of the pro forma financial statements:
Profitabilitas (%)
Net Profit (Loss) for the Period/Year to Total Assets 13.70%
Net Profit (Loss) for the Period/Year to Total Equity 19.52%
Net Profit (Loss) for the Period/Year to Revenue 42.70%
Gross Profit to Revenue 34.39%
Operating Profit (Loss) to Revenue -21.48%
Solvabilitas (x)
Liabilities to Assets 0.30x
Liabilities to Equity 0.42x
42
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Liquidity (x)
Current Assets to Current Liabilities 3.56x
Cash to Current Liabilities 0.81x
VII. GENERAL MEETING OF SHAREHOLDERS
The EGMS regarding the PTMR Divestment Transaction and the Independent GMS regarding the Net Business
Acquisition Transaction and the GPK Acquisition Transaction will be held at the place and time to be specified in
the Notice of EGMS and Independent GMS, which will be announced in accordance with the provisions of
applicable laws and regulations.
The Company will also conduct the EGMS and Independent GMS electronically based on OJK Regulation No.
16/2020 through the eASY.KSEI application.
Threfore, the Company strongly encourages all Shareholders to attend the EGMS and Independent GMS by
granting power of attorney to the party appointed by the Company’s Securities Administration Bureau (“BAE”) by
signing and returning the power of attorney form, which can be obtained from the Company’s website
(www.mitrapack.co.id), and in relation to the Independent GMS, the Independent Shareholder Statement to the
Company via email at corsec@mitrapack.co.id. The power of attorney must be received by the Company’s Board
of Directors no later than 3 (three) business days prior to the date of the EGMS and Independent GMS, which will
be specified in the Notice of EGMS and Independent GMS, and will be submitted in accordance with applicable
laws and regulations, at the office of the BAE, 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 electronic proxy through the Electronic General Meeting System (eASY.KSEI) facility at
https://akses.ksei.co.id/ provided by KSEI as an electronic proxy mechanism in the EGMS and Independent GMS
process no later than 1 (one) business day before the date of the Independent GMS, as specified in the Notice of
EGMS and Independent GMS.
Shareholders or their proxies who wish to attend the Independent GMS must sign the Independent Shareholder
Statement..
The announcement of the EGMS and Independent GMS, together with the Information to Shareholders, will be
published on May 11, 2026 on the IDX website, the Company’s website, and the Indonesian Central Securities
Depository (“eASY.KSEI”) website. The invitation to attend the Independent GMS will be announced on the IDX
website, the Company’s website, and eASY.KSEI in accordance with applicable laws and regulations.
Shareholders entitled to attend the EGMS and Independent GMS related to the agenda for approval of Changes
in Business Activities and the Transaction Plan are Shareholders (and in relation to the Independent GMS,
Independent Shareholders) whose names are recorded in the Company’s Share Register on the Recording Date.
In accordance with Article 1 point 12 of OJK Regulation No. 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, member of the Board of Commissioners, major shareholder, or Controller of the Company, or
is not an affiliated party of members of the Board of Directors, members of the Board of Commissioners, major
shareholders, and Controller of the Company.
In accordance with Article 44 letters a and b of OJK Regulation No. 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. The resolution of the Independent GMS is 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 OJK Regulation No. 15/2020, if the attendance quorum of Independent
Shareholders is not met in the first Independent GMS, the subsequent Independent GMS shall be scheduled within
10 (ten) days after the first Independent GMS is held.
43
Page 44
In accordance with Article 44 letters c and d of OJK Regulation No. 15/2020, the second 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, and the resolution is valid if approved by more than 1/2 (one-half) of the total shares with valid voting
rights owned by Independent Shareholders attending the second Independent GMS.
In accordance with Article 21 of OJK Regulation No. 15/2020, if the required attendance quorum is not met in the
second Independent GMS, the subsequent Independent GMS shall be scheduled in accordance with the timeframe
determined by OJK.
In accordance with Article 44 letters e and f of OJK Regulation No. 15/2020, if the quorum is not met in the second
Independent GMS, the third Independent GMS shall be held with the provision that the meeting is valid and
authorized to make resolutions if attended by Independent Shareholders with valid voting rights, in the quorum
determined by OJK upon the Company’s request. The resolution of the third Independent GMS is valid if approved
by Independent Shareholders representing more than 50% (fifty percent) of the shares owned by Independent
Shareholders attending the third Independent GMS.
Shareholders of the Company may propose agenda items for the EGMS and Independent GMS no later than May
19, 2026, provided that such proposals meet the requirements under Article 21 paragraph (8) letter b of the
Company’s Articles of Association in conjunction with Article 16 paragraphs (1), (2), and (3) of OJK Regulation No.
15/2020.
VII. LIST OF IMPORTANT DATES RELATED TO THE IMPLEMENTATION OF THE EGMS AND
INDEPENDENT GMS OF THE COMPANY
The estimated important dates in relation to the Transaction Plan are as follows:
No Aktivities Date
1. Announcement of EGMS and Independent GMS Agenda to OJK 4 May 2026
2. Announcement of EGMS and Independent GMS 11 May 2026
3. Announcement of Information Disclosure 11 May 2026
4. Recording Date 25 May 2026
5. Invitation of EGMS and Independent GMS 26 May 2026
6. Implementation of EGMS and Independent GMS 19 June 2026
7. no later than 1 (one)
business day after the
Implementation of the Transaction
Transaction is
implemented
8. Submission of Summary of Minutes of EGMS and Independent GMS 23 June 2026
IX. STATEMENT OF THE COMPANY’S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
The Board of Directors and the Board of Commissioners of the Company hereby declare that:
a. The PTMR Divestment Transaction, the Net Business Acquisition Transaction, and the GPK Acquisition
Transaction constitute material transactions as referred to in OJK Regulation No. 17/POJK.04/2020;
b. The Net Business Acquisition Transaction and the GPK Acquisition Transaction also constitute affiliated
transactions as referred to in OJK Regulation No. 42/POJK.04/2020;
c. The Net Business Acquisition Transaction and the GPK Acquisition Transaction do not constitute
transactions that potentially contain conflicts of interest as referred to in OJK Regulation No.
42/POJK.04/2020,dan bahwa Rencana Transaksi akan melalui prosedur yang memadai sesuai dengan
kebijakan internal Perseroan dalam rangka memastikan bahwa Rencana Transaksi dilaksanakan
44
Page 45
sesuai dengan praktik bisnis yang berlaku umum serta sesuai dengan ketentuan dalam POJK 17/2020
dan POJK 42/2020.
and that the Transaction Plan will follow adequate procedures in accordance with the Company’s internal policies
to ensure that the Transaction Plan is implemented in line with generally accepted business practices and in
compliance with OJK Regulation No. 17/POJK.04/2020 and OJK Regulation No. 42/POJK.04/2020.
The Board of Directors and the Board of Commissioners of the Company further declare that, to the best of their
knowledge and belief, all material information in relation to the Transaction Plan has been disclosed in this
Information Disclosure and that such information is not misleading and is fully accountable.
X. OTHERS
If shareholders require further information regarding the PTMR Divestment Transaction Plan, the Net Business
Acquisition Transaction, and the GPK Acquisition Transaction, they may contact the Company on any day and
during the Company’s business operating hours.
Corporate Secretary
Jl. Pangeran Jayakarta No.135 Blok [1.1][1.2]B20
Telephone: 021 – 624-0170
Website: www.mitrapack.co.id
Email: corsec@mitrapack.co.id
Ardi Kusuma
President Director
45
Names mentioned 60 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Dr. Sitanala
p.1
unresolved
org
PT GLOBAL PUTRA KUSUMA In
p.1
unresolved
org
Ardi Kusuma Transferred Assets
p.2
unresolved
org
Indonesia Stock Exchange
p.3 ×2
unresolved
org
Deep Source Pte. Ltd.
p.3 ×13
unresolved
org
PT Global Putra Kusuma Assumed Liabilities
p.3
unresolved
org
KJPP MSE
p.3
unresolved
org
KJPP ID
p.3
unresolved
org
Financial Services Authority
p.3 ×8
unresolved
org
Bank KEB HANA
p.6 ×2
unresolved
org
Deep Source Pte. Ltd. Deep Source Pte. Ltd.
p.7
unresolved
org
Bright Point Trading Pte. Ltd.
p.7 ×2
unresolved
org
Theme International Holdings Limited
p.7
unresolved
org
Deep Source Holdings Limited
p.7
unresolved
org
Business Activities Deep Source Pte. Ltd.
p.8
unresolved
org
Holdings Limited
p.8
unresolved
person
Drajat Darmadji
· Notaris
p.8
unresolved
org
Minister of Law and Human Rights
p.8 ×8
unresolved
person
Christina Dwi Utami
· Notaris
p.8 ×3
unresolved
org
PT Kencana Usaha Sentosa
p.9 ×2
unresolved
person
Drs. Gilbert Rely
p.10 ×2
unresolved
person
Helli I.B. Susetyo
p.10 ×6
unresolved
org
Anwar dan Rekan
p.10 ×3
unresolved
org
Anwar
p.10 ×3
unresolved
person
Soaduon Tampubolon
p.10 ×4
unresolved
org
KJPP Syarif
p.11 ×5
unresolved
org
Endang dan Rekan
p.11 ×4
unresolved
person
H. Warman
· Notaris
p.12 ×2
unresolved
person
Putra Hutomo
· Notaris
p.12 ×5
unresolved
person
Tungga Wijaya. The Net Business Acquisition Transaction
p.14
unresolved
person
Novianti
p.15
unresolved
org
Ministry of Law
p.15
unresolved
person
Stephanie Wilamarta
· Notaris
p.15 ×2
unresolved
person
Tungga Wijaya. The GPK Acquisition Transaction
p.18
unresolved
org
PT Samudera Layar Nusantara
p.19
unresolved
org
DS Ownership Structure Deep Source Holdings Limited
p.23
unresolved
org
PT Kencana Usaha Jessica Kusuma
p.23 ×4
unresolved
org
PT Kencana Usaha PTMR Sentosa
p.25
unresolved
org
PTMR Divestment Transaction Deep Source Pte. Ltd
p.25
unresolved
org
Endang & Partners
p.28 ×2
unresolved
org
Minister of Finance Decree
p.28
unresolved
—
Website/Email
p.29
unresolved
org
Endang & Rekan
p.31
unresolved
person
Public Appraiser Endang Sunardi
p.33 ×3
unresolved
org
Kantor Jasa Penilai Publik Syarif
p.33 ×3
unresolved
org
Public Accounting Firm Anwar dan Rekan
p.39
unresolved
org
PT Global Putra Historical
p.39 ×4
unresolved
org
Pro Forma Mitra Pack Tbk
p.39 ×2
unresolved
org
PT Adimitra Jasa Korpora
p.43
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
14461 ms
12 Sep 2026 22:22
Raw output
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