20240207_MEGA_Pemanggilan RUPS_31576033_lamp2.pdf

   and to give authority to the Board of Directors to determine the schedule and
   procedure for paying dividends in accordance with applicable regulations and
   recorded the remaining net profit of the Company for the 2023 financial year as
   retained earnings.

3. Board of Directors Business Plan Report Year 2024 and Sustainable Finance
   Action Plan Report.

   Explanation:

   This Agenda is related to the Business Plan Report prepared by Board of Directors
   to comply with Article 18 paragraph (6) of the Company’s Article of Association and
   Article 63 paragraph (1) of Company Law as well as for Reporting on the
   Sustainable Finance Action Plan to comply with Article 6 of the Financial Services
   Authority Regulation Number 51/POJK.03/2017 concerning Implementation of
   Sustainable Finance for Financial Services Institutions, Issuers, and Public
   Companies.
   For this agenda, no decision was made at the Meeting because it was only a
   notification to the Company's Shareholders regarding the Company's 2024 Work Plan
   and the Company's Sustainable Finance Action Plan for 2024.

4. Appointment of the Public Accountant Office to audit the Company's Annual
   Report for the 2024 financial year.

   Explanation:

   Referring to the provisions: (i) Article 12 paragraph (2) letter d of the Company's
   Articles of Association; (ii) Article 13 of the Financial Services Authority Regulation
   Number 13/POJK.03/2017 concerning the Use of Public Accountant Services and
   Public Accounting Firms in Financial Services Activities; and (iii) Article 59
   Regulation of the Financial Services Authority Number 15/POJK.04/2020 concerning
   Plans and Implementation of General Meetings of Shareholders of public companies,
   The Company will propose to the Meeting to grant authority and power of attorney
   to the Board of Commissioners and with due regard to recommendations of the
   Audit Committee, to appoint a Public Accounting Firm registered with the Financial
   Services Authority, which will conduct an audit of the Company's finances in fiscal
   year 2024.

5. Changes of the Structure of the Company’s Management.

   Explanation:

   In connection with the end of the term of office of all members of the Company's
   Board of Directors at the Annual General Meeting of Shareholders held in 2024 and
   the resignation of the Vice President Commissioner of PT Bank Mega Tbk, as
   proposed by the composition of the Company's management from PT MEGA
   CORPORA as the majority shareholder of the Company, the Company will propose
   to the Meeting to make changes to the composition of the Company's management
   by taking into account the provisions of the Company's Articles of Association.

6. The determination of honorarium and other allowances for Board of
   Commissioners and Board of Directors for Year 2024.

   Explanation:

   Referring to the provisions: (i) Article 17 paragraph (8) and Article 20 paragraph (8)
   of the Company's Articles of Association and Article 96 and Article 113 of Company
   Law as well as Article 96 and Article 113 UUPT, the Company will propose to the
   Meeting to determine the amount of net honorarium for all members of the Board
   of Commissioners for 2024 and give power and authority to the Company's Board of

         Commissioners to determine the distribution and other allowances for each
         member of the Board of Commissioners, which applies until otherwise decided at
         the next Annual General Meeting of Shareholders and grants power and authority to
         the Board of Commissioners for and on behalf of the Meeting to determine the
         salary and other benefits for each member of the Company's Board of Directors for
         2024.

  7. Approval on the Company’s Recovery Plan Update.

         Explanation:

         Referring to the provisions of Article 31 paragraph (2) of the Financial Services
         Authority Regulation Number 14/POJK.03/2017 concerning Recovery Plans for
         Systemic Banks, whereby the update of the Action Plan (Recovery Plan) must
         obtain shareholder approval at the General Meeting of Shareholders, the Company
         will propose to the Meeting for the update of the Action Plan (Recovery Plan) that
         has been prepared in the 2023 Period Recovery Plan document which has been
         submitted by the Company to the Financial Services Authority. The updated
         Recovery Plan is to make changes to liquidity indicators, especially to the Minimum
         Statutory Reserve (GWM) ratio.


Presence and Decision Quorum Explanation:

  1.     Meetings are legitimate and can be held and are entitled to make legal and binding
         decisions, if attended by Shareholders or their lawful proxies representing more
         than 1/2 (one half) of the total shares with valid voting rights has been issued by
         the Company.
  2.     Meeting decisions are taken based on deliberation to reach a consensus. In the
         event that decisions based on deliberation to reach a consensus are not reached,
         decisions are valid if approved by more than 1/2 (one half) of the number of votes
         legally cast at the Meeting.

Notes:

  1.     This invitation is valid as an invitation to the Meeting which will be officially held
         electronically to the Company's Shareholders, so that the Company's Directors do
         not send separate invitations to the Company's Shareholders.

  2.     Participation of Shareholders in the Meeting, can be done with the following
         mechanism:
         a. attend the Meeting physically with obligation to follow the safety and health
            protocols that apply to the building where the Meeting is being held, namely:
         b. attend the Meeting electronically through the eASY.KSEI application provided
            by KSEI and witness the proceedings of the Meeting through a zoom webinar on
            the KSEI Securities Ownership Reference facility (AKSes.KSEI), by registering
            electronically from the date of this Meeting summons until at the latest before
            the Meeting, at 13.30 West Indonesia Time.
         c. represented by other parties by granting a power of attorney electronically
            through the eASY.KSEI (https://akses.ksei.co.id/) application or a granting
            power of attorney using the Power of Attorney form as referred to in point 7.c.

  3.     Shareholders who are entitled to attend the Meeting are the Company's
         Shareholders whose names are registered in the Company's Register of Shareholders
         (DPS) and/or the Company's shareholder in the securities sub-account at PT
         Kustodian Sentral Efek Indonesia (“KSEI”) at the closing of Share Trading in
         Indonesia Stock Exchange on Tuesday, February 6th, 2024, at 16.00 Western
         Indonesian Time.

4.   The Company since the date of this Notice has provided materials for the Meeting
     Agenda for each Meeting Agenda which can be downloaded via the Company's
     website www.bankmega.com.

5.   The Company's Shareholders or Shareholders' proxies who will attend the Meeting
     electronically through the eASY.KSEI application must pay attention to the
     following matters:
     a. Registration Process
         i. Shareholders of the local individual type who have not provided a
              declaration of attendance or power of attorney in the eASY.KSEI application
              by the deadline in point 2 and wish to attend the Meeting electronically are
              required to register attendance in the eASY.KSEI application on the date of
              the Meeting until the registration period for the Meeting is electronic.
              electronically closed by the Company.
         ii. Shareholders of the local individual type who have declared attendance but
              have not voted for at least 1 (one) item on the agenda of the Meeting in the
              eASY.KSEI application by the deadline in point 2 and wish to attend the
              Meeting electronically are required to register attendance in the eASY.KSEI
              application on the date of the Meeting until the electronic registration
              period for the Meeting is closed by the Company.
         iii. Shareholders who have given power of attorney to the proxy provided by
              the Company (Independent Representative) or Individual Representative but
              the shareholder has not given a minimum vote choice for 1 (one) agenda
              item in the eASY.KSEI application by the deadline in point 2, then the
              recipient the power of attorney representing the shareholders is required to
              register attendance in the eASY.KSEI application on the date of the Meeting
              until the electronic registration period for the Meeting is closed by the
              Company.
         iv. Shareholders who have given power of attorney to participant/Intermediary
              proxy (Custodian Banks or Securities Companies) and have voted in the
              eASY.KSEI application until the deadline in point 2, then the representative
              of the authorized person who has registered in the eASY.KSEI application is
              obliged to perform registration of attendance in the eASY.KSEI application
              on the date of the Meeting until the electronic registration period for the
              Meeting is closed by the Company.
         v. Shareholders who have declared their attendance or given power of
              attorney to the power of attorney provided by the Company (Independent
              Representative) or Individual Representative and have given minimum
              voting choices for 1 (one) or all agenda items in the eASY.KSEI application
              no later than the limit time in point 2, then the shareholder or proxy does
              not need to register attendance electronically in the eASY.KSEI application
              on the date of the Meeting. Share ownership will automatically be
              calculated as a quorum of attendance and the votes that have been cast
              will be automatically counted in the voting for the meeting.
         vi. Delay or failure in the electronic registration process as referred to in
              points i – iv for any reason will result in the shareholders or their proxies not
              being able to attend the Meeting electronically, and their share ownership
              will not be counted as a quorum for attendance at the Meeting.

     b. Process of Submitting Questions and/or Opinions Electronically
        i. Shareholders or attorneys have 3 (three) opportunities to submit questions
           and/or opinions in each discussion session per agenda item. Questions
           and/or opinions for each agenda item of the Meeting can be submitted in
           writing by shareholders or their attorneys by using the chat feature in the
           'Electronic Opinions' column available on the E-Meeting Hall screen on the
           eASY.KSEI application. Giving questions and/or opinions can be done as long
           as the status of the Meeting in the 'General Meeting Flow Text' column is
           "Discussion started for agenda item no. [ ] ”.

   ii. It is the authority of each Company to determine the mechanism for
        implementing the discussion per agenda of the Meeting in writing through
        the E-Meeting Hall screen on the eASY.KSEI application.
   iii. For the power of attorney who is present electronically and will submit
        questions and/or opinions of his shareholders during the discussion session
        per the agenda of the Meeting, he is required to write down the names of
        the shareholders and the size of their share ownership followed by related
        questions or opinions.

c. Process Voting/Voting
   i. The electronic voting process takes place in the eASY.KSEI application on
        the E-Meeting Hall menu, Live Broadcasting sub-menu.
   ii. Shareholders who are present themselves or are represented by their proxy
        but have not cast their vote on the agenda of the Meeting as referred to in
        point 5 letter a number i – iii, then the shareholder or his proxy has the
        opportunity to submit his choice of vote during the voting period through
        the E-screen. The Meeting Hall on the eASY.KSEI application was opened by
        the Company. When the electronic voting period for each item on the
        agenda of the Meeting begins, the system will automatically run the voting
        time by counting backwards for a maximum of 5 (five) minutes. During the
        electronic voting process, the status "Voting for agenda item no [ ] has
        started" will appear in the 'General Meeting Flow Text' column. If the
        shareholders or their proxies do not vote for certain agenda items until the
        status of the meeting shown in the 'General Meeting Flow Text' column
        changes to “Voting for agenda item no [ ] has ended”, then it will be
        considered as giving an Abstain vote for the relevant agenda of the Meeting.
   iii. Voting time during the electronic voting process is the standard time
        specified in the eASY.KSEI application. Each Company can determine the
        time policy for direct voting electronically per agenda item in the Meeting
        (with a maximum time of 5 (five) minutes per Meeting agenda) and will be
        set forth in the Rules of Conducting the Meeting through the eASY.KSEI
        application.

d. View Live Broadcast of the Meeting
   i. Shareholders or their proxies who have registered in the eASY.KSEI
        application no later than the deadline in point 2 can watch the ongoing
        Meeting via the Zoom webinar by accessing the eASY.KSEI menu, the GMS
        Show sub-menu which is in the AKSes facility (https://akses.ksei.co.id).
   ii. GMS broadcasts have a capacity of up to 500 participants, where the
        attendance of each participant will be determined on a first come first
        serve basis. Shareholders or their proxies who do not get the opportunity to
        witness the implementation of the Meeting through the GMS Impressions are
        still considered valid to attend electronically and share ownership and
        voting choices are taken into account at the Meeting, as long as they have
        been registered in the eASY.KSEI application as stipulated in item 5 letter a
        number i – v.
   iii. Shareholders or their proxies who only witness the implementation of the
        Meeting via GMS Impressions but are not registered as present electronically
        on the eASY.KSEI application in accordance with the provisions in point 5
        letter a numbers i – v, then the presence of the shareholders or their
        proxies is considered invalid and will not be included in the meeting
        attendance quorum calculation.
   iv. Shareholders or their proxies who witness the implementation of the
        Meeting through the GMS Impressions have the raise hand feature which can
        be used to ask questions and/or opinions during the discussion session per
        the agenda of the Meeting. If the Company permits by activating the allow
        to talk feature, then the shareholders or their proxies can submit questions
        and/or opinions by speaking directly. It is the authority of each Company to
        determine the mechanism for implementing the discussion per agenda of

           the Meeting using the allow to talk feature contained in the GMS
           Impressions.
        v. To get the best experience in using the eASY.KSEI application and/or GMS
           broadcast, shareholders or their proxies are advised to use the Mozilla
           Firefox browser.

6.   The Notary, assisted by the Securities Administration Bureau, will check and count
     the votes for each item on the agenda of the Meeting in each decision making of
     the Meeting on said agenda, including those based on the votes submitted by the
     shareholders via eASY.KSEI, as well as those conveyed at the Meeting.

7.   The Company's Shareholders or the Company's Shareholders' proxies who will attend
     the Meeting physically, pay attention to the following provisions:
     a. Shareholders or their proxies submit photocopies of Identity Cards (KTP) or
        other proof of identity before entering the Meeting room. Shareholders of the
        Company in the form of a Legal Entity are asked to bring a photocopy of the
        latest Articles of Association of the Company and the latest composition of the
        management. Shareholders of the Company whose shares are placed in the
        collective custody of KSEI are required to bring a Written Confirmation for
        Meetings (KTUR) which can be obtained at the securities company or at the
        custodian bank where the Company's Shareholders open their securities
        accounts.
     b. The Company's Shareholders can provide a valid power of attorney to their
        proxy with the provision that members of the Board of Directors, Board of
        Commissioners and employees of the Company can act as proxies at the
        Meeting but the votes cast are not counted in the voting.
     c. The power of attorney form can be downloaded on the Company's website
        (www.bankmega.com) and if it has been completely filled out, it must be
        submitted to the Share Registrar of the Company PT Datindo Entrycom at the
        address Jl. Hayam Wuruk No. 28, 2nd Floor Central Jakarta - 10120, Phone.
        (021) 350 8077 Fax. (021) 350 8078.

8.   In the event that Shareholders are unable to access the KSEI System (eASY.KSEI)
     viathe https://akses.ksei.co.id/ link, they can download a power of
     attorneycontained on the Company's website www.bankmega.com to provide
     power ofattorney and vote in Meeting.

9.   Shareholders who have granted power of attorney in point 9 above, may submit
     questions regarding the agenda by email to the Company corsec@bankmega.com
     with a copy to DM@datindo.com and these questions will be submitted at the
     Meeting by the Attorney and recorded in the Minutes of Meeting prepared by a
     Notary, and answers to these questions will be submitted via email to Shareholders
     no later than 3 (three) Business Days after the Meeting.



                             Jakarta, February 7th, 2024
                                 PT Bank Mega Tbk
                                 Board of Directors