20260407_BMRI_Pemanggilan RUPS_32068440_lamp2.pdf

            Small Business Funding Program (PUMK) must be audited by a Public Accounting Firm
            separately from the audit of the SOE’s Financial Statements prepared in accordance
            with applicable financial accounting standards, in order to obtain approval from the
            GMS / the minister appointed and/or authorized to represent the government as the
            state shareholder in the company with due observance of the laws and regulations.
      c.    Company will request the full release and discharge from responsibilities for the
            management and supervision duties that have been carried out by the members of the
            Board of Directors and the Board of Commissioners during the Financial Year 2025, as
            presented in the Company's Annual Report and Financial Statements.
      d.    The Company’s Annual Report of can be accessed on the Company's website
            (https://www.bankmandiri.co.id/web/ir/annual-reports).

2.    Approval of the use of the Company's Net Profit for the Financial Year 2025.
      Explanation of the Second Meeting agenda:
      Pursuant to (i) the provisions of Article 22 in conjunction with Article 27 of the Company's
      Articles of Association and (ii) Article 70 and Article 71 of the Company Law, the allocation of
      the Company's net profit shall be decided in the GMS.

3.   Determination of Salary/Honorarium along with Facilities and Allowances for the Financial
     Year 2026 and Determined Remuneration for Performance for the Financial Year 2025 for
     the Company's Board of Directors and Board of Commissioners.
     Explanation of the Third Meeting Agenda:
      a.   Pursuant to (i) the provisions of Article 11 paragraph (16) and Article 14 paragraph (25)
           of the Company's Articles of Association, (ii) Article 96 and Article 113 of the Company
           Law, and (iii) Article 76 of the Regulation of the SOE Minister of the Republic of Indonesia
           No. PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned
           Enterprises, the provisions concerning the amount of salary, honoraria, including
           facilities and allowances for Financial Year 2025, as well as performance-based
           remuneration for members of the Board of Directors and the Board of Commissioners
           of the Company, shall be determined by the GMS.
      b.   In accordance with Article 5 paragraph (4) letter c of the Company's Articles of
           Association, the Dwiwarna Series A Shareholder is entitled to approve the remuneration
           of the members of the Board of Directors and the Board of Commissioners.

4.    Appointment of a Public Accountant and/or Public Accounting Firm to Audit the Company's
      Consolidated Financial Statements for Financial Year 2026 as well as the PUMK Program
      Financial Statements for Financial Year 2026.
      Explanation of the Fourth Meeting Agenda:
      a.    Pursuant to the provisions of (i) Article 22 of the Company's Articles of Association, (ii)
            Article 71 paragraph (1) of the SOE Law, (iii) Article 59 of the Financial Services
            Authority Regulation ("POJK") No. 15/POJK.04/2020 concerning the Plan and
            Implementation of the General Meeting of Shareholders of Public Companies ("POJK

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          GMS"); and (iv) Article 3 paragraph (1) of POJK No. 9 of 2023 concerning the Use of
          Public Accountant Services and Public Accounting Firms in Financial Services Activities,
          the GMS will determine the Public Accountant and/or Public Accounting Firm that
          conduct an audit of the Company's current books pursuant to a proposal from the
          Board of Commissioners.
     b.   Pursuant to the provisions of Article 33 paragraph (3) of SOE Regulation 01, the annual
          Financial Statements of the PUMK Program must be audited by a Public Accounting
          Firm separately from the audit of the SOE’s Financial Statements prepared in
          accordance with applicable financial accounting standards, in order to obtain approval
          from the GMS / the minister appointed and/or authorized to represent the government
          as the state shareholder in the company with due observance of the laws and
          regulations.

5.   Approval of the Company's Recovery Plan Update.
     Explanation of the Fifth Meeting Agenda:
     Pursuant to the provisions of Article 43 paragraphs (2) and (3) of POJK No. 5 of 2024
     concerning the Stipulation of Supervisory Status and Handling of Commercial Bank Affairs,
     any update of the Recovery Plan including, among others, changes to trigger levels and the
     compliance with the adequacy and bankability of deposits and/or debt or investment
     instruments with capital characteristics owned by the bank, must obtain approval from
     shareholders in the GMS.

6.   Report on the Realization of Use of Proceeds from the Shelf Registration (PUB) of Bank
     Mandiri Green Bond I Phase II Year 2025 and Shelf Registration of Bank Mandiri Bond I
     Phase I Year 2025.
     Explanation of the Sixth Meeting Agenda:
     a.    Pursuant to the provisions of Article 13 in conjunction with Article 3 of POJK No. 40 of
           2025 concerning the Use of Public Offering Proceeds, the Company is required to
           account for the realization of the use of public offering proceeds in each Annual GMS
           until all proceeds from the public offering have been realized and must be carried out
           at the nearest Annual GMS notwithstanding the realization of the use of proceeds has
           not reached 1 (one) year after the date of delivery of the securities.
     b.   This Meeting Agenda is a report on the use of proceeds from the shelf registration of
          bonds issued by Bank Mandiri in 2025, therefore, it does not require approval from the
          Meeting.

7.   Approval of the Company's Shares Buyback Plan and Transfer of Shares Resulting from
     the Buyback Held as Treasury Stock.
     Explanation of the Seventh Meeting Agenda:
     a.   Pursuant to the provisions of Article 37 and Article 38 of the Company Law, the
          Company may conduct a buyback of the issued shares provided that it meets the
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          financial requirements, which include, among others, that such action shall not cause
          the Company's net assets to fall below the amount of the issued and paid-up capital
          plus the statutory reserve, as well as abiding by the limits on the volume of shares in
          accordance with prevailing laws and regulations. Principally, the implementation of a
          share buyback must obtain approval from the GMS, except under certain specifically
          regulated conditions.
     b.   Pursuant to the provisions of Article 2 paragraph (3) of POJK No. 29 of 2023 concerning
          Buyback of Shares Issued by Public Companies, the Company's shares buyback must
          first obtain approval from the GMS.
     c.   Pursuant to the provisions of Article 21 point c in conjunction with Article 22 paragraph
          (1) of POJK No. 29 of 2023 concerning Buyback of Shares Issued by Public Companies,
          the transfer of shares resulting from the buyback carried out through the
          implementation of the employee and/or the board of directors and the board of
          commissioners Stock Ownership Program must obtain approval from the GMS.

8.   Delegation of Approval Authority for the Company's Long-Term Plan (RJPP) 2026-2030 and
     the Company's Work Plan and Budget (RKAP) 2027 and its amendments from the GMS to
     the parties appointed by the GMS.
     Explanation of the Eighth Meeting Agenda:
     a.   Pursuant to the provisions of Article 15G paragraphs (3) and (5) of the SOE Law, the
          Company’s Board of Directors is required to prepare an annual work plan before the
          start of the next financial year. The annual work plan must be submitted to the GMS to
          obtain approval.
     b.   Pursuant to the provisions of Article 95 paragraph (4) of the Regulation of the Minister
          of SOE No. PER2/MBU/03/2023 concerning Guidelines for Governance and Significant
          Corporate Activities of State-Owned Enterprises, it is regulated that for SOE that are
          declared in sound condition for 2 consecutive years, the authority of the GMS/minister
          appointed and/or authorized to represent the government as the state shareholder in
          the company (as relevant) in connection with the ratification of the Work Plan and
          Company Budget draft (RKAP) may be delegated to the Board of Commissioners.
     c.   Pursuant to the provisions of Article 17 and Article 18 of the Company's Articles of
          Association, the Board of Directors is required to prepare a Long-Term Plan (RJP) and a
          Work Plan and Company Budget (RKAP) Drafts to obtain approval from the GMS. The
          authority of the GMS to approve the Long-Term Plan (RJP) and the Company's Work
          and Budget Plan (RKAP) may be delegated to the Board of Commissioners by firstly
          obtaining approval from the Majority Series B Shareholders.

9.   Amendment to the Company's Articles of Association.
     Explanation of the Ninth Meeting Agenda:
     a.   Following the adjustment to the amendment to SOE Law concerning the percentage of
          share ownership by the Dwiwarna Series A Shareholder, and in accordance with the

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              provisions of Article 2 paragraph (3) of the SOE Law, the State of the Republic of
              Indonesia holds 1% (one percent) shares in SOE which constitutes Dwiwarna Series A
              Share through BP BUMN and 99% in SOE which constitutes Series B shares through
              Badan Pengeloala Investasi Daya Anagata Nusantara, hence, it is necessary to adjust
              the number of Dwiwarna Series A and Series B shares in the Company's Articles of
              Association.
        b.    The adjustment of the number of Dwiwarna Series A shares has been made pursuant
              to the Letter of the State-Owned Enterprises Regulatory Agency Number
              S-24/BPU/01/2026 dated January 6, 2026 concerning Notification of Share Transfer
              Agreement Signing between PT Bank Mandiri (Persero) Tbk and PT Danantara Asset
              Management Number SR.003/DI-DAM/DO/2026 dated January 6, 2026 concerning
              Notification of Share Transfer Agreement Signing of PT Bank Mandiri (Persero) Tbk.
        c.    Pursuant to Article 26 paragraph (5) and Article 29 of the Company's Articles of
              Association, the amendment to the Company's Articles of Association must obtain the
              approval from the GMS, which in the GMS must be attended and approved by the
              Dwiwarna Series A Shareholder.

10.     Changes in the Company's Management Composition
        Explanation of the Tenth Meeting Agenda:
        Pursuant to the provisions of Article 11 paragraph (8) and Article 14 paragraph (8) of the
        Company's Articles of Association, members of the Board of Directors and Board of
        Commissioners shall be appointed and dismissed by the GMS where the GMS is attended by
        Dwiwarna Series A shareholder and the resolutions of the meeting shall be approved by
        Dwiwarna Series A shareholder.


Note:
1.      The Company will not send a separate invitation to the Shareholders since this Invitation is
        an official invitation to the Company's Shareholders to attend the Meeting.
2.      Shareholders who are entitled to attend or be represented at the Meeting are the
        Company's Shareholders whose names are recorded in the Company's Shareholders
        Register and/or the Company's shareholders in the securities accounts balance in the
        Collective Depository of PT Kustodian Sentral Efek Indonesia ("KSEI") at the close of stock
        trading on Monday, April 6, 2026 until 16.00 WIB (West Indonesian Time) ("Entitled
        Shareholders").
3.      With due observance of the provisions of the POJK GMS and Financial Services Authority
        Regulation No. 14 of 2025 concerning the Implementation of the General Meeting of
        Shareholders, the General Meeting of Bondholders, and the General Meeting of Sukuk
        Holders Electronically ("POJK No.14/2025"), the Company appeals the Entitled
        Shareholders not to attend the Meeting in person, but to attend the Meeting electronically
        and/or authorize their attendance and voting electronically. Participation by the Entitled
        Shareholders in the Meeting may be carried out through the following mechanism:

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        a. attending the Meeting             electronically   via   the    eASY.KSEI     application
           (https://akses.ksei.co.id/); or
        b. represented by another party by granting a proxy electronically through the eASY.KSEI
           application (https://akses.ksei.co.id/).
     4. Shareholders who are present electronically or provide an electronic proxy (E-Proxy)
        through the eASY.KSEI application are Shareholders whose shares are kept in the collective
        depository of KSEI. To use the eASY.KSEI application, Shareholders may access the
        eASY.KSEI menu on the AKSes.KSEI facility (http://akses.ksei.co.id), by abiding by the
        following provisions:
        a. Shareholders confirm their attendance or appoint their proxies and/or submit their
           votes on the eASY.KSEI application, no later than 12.00 WIB (West Indonesian Time) on
           1 (one) business day before the Meeting date.
        b. Shareholders who will attend electronically or provide their electronic proxy for the
           Meeting through the eASY.KSEI application must pay attention to the following
           matters:
           1)   Registration Process;
           2    Submission of questions and/or opinions electronically process;
           3)   Voting Process;
           4)   Broadcast of the GMS.
        Further instructions on registration, use, and explanation of eASY.KSEI can be downloaded
        from the eASY.KSEI website (http://akses.ksei.co.id) or on the Company's website
        (https://www.bankmandiri.co.id/web/gcg/AGM).
5.      Shareholders attending electronically through the eASY.KSEI facility must pay attention to
        the following matters:
        a.    The Shareholders below are required to register their attendance electronically in the
              eASY.KSEI facility on the Meeting date from 11.00 WIB (West Indonesian Time) to
              14.30 WIB (West Indonesian Time) with the following explanation:
              1)    Local individual shareholders who have not provided a declaration of
                    attendance or a proxy in the eASY.KSEI facility by the specified deadline and
                    wish to attend the Meeting electronically.
              2)   Local individual shareholders who have given a declaration of attendance, but
                   have not determined a minimum voting option for 1 (one) Meeting Agenda in
                   the eASY.KSEI facility until the specified deadline and wish to attend the Meeting
                   electronically.
              3)   Proxies of Shareholders who have given a proxy to an independent
                   representative or individual representative, but have not determined any voting
                   choice for at least of 1 (one) Meeting Agenda in the eASY.KSEI facility by the
                   specified deadline.




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           4)   Proxies of shareholders who have given a proxy to the participant/intermediary
                (custodian bank or securities company) and have determined any voting choice
                in the eASY.KSEI facility by the specified deadline.
     b. Shareholders who have given a declaration of attendance or a proxy to an independent
        representative or individual representative and have determined their voting choices
        for the Meeting Agenda in the eASY.KSEI until the specified deadline, are not required
        to register their attendance electronically in the eASY.KSEI facility.
     c. Any delay or failure in the electronic registration process for any reason will prevent
        Shareholders or their Proxies from attending the Meeting electronically, and their
        shares ownership will not be counted toward the quorum of attendance.
6.   Shareholders holding shares in the form of share certificates (scrips) may attend the
     Meeting in person, with reference to the provisions of POJK No. 14/2025.
7.   The Chairman of the Meeting, the Board of Directors and the Board of Commissioners, as
     well as the capital market supporting profession assisting the implementation of the
     Meeting attend the Meeting in person.
 8. Meeting     Materials       are     available      on      the     Company's    website
    https://www.bankmandiri.co.id/web/gcg/AGM from the date of this Invitation until the
    date of the Meeting, provided that the curriculum vitae of the prospective Board of
    Management of the Company to be appointed will be available at the latest by the time of
    the Meeting as stipulated in the provisions of laws and regulations.
 9. The Company does not provide food, beverages, and souvenirs at the Meeting.
 10. The Company may re-announce the Invitation if there are changes and/or additions to
     information related to the procedures for holding the Meeting by referring to the provisions
     of the applicable laws and regulations.

                                     Jakarta, April 7, 2026

                                PT Bank Mandiri (Persero) Tbk
                                     Board of Directors




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