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ANNOUNCEMENT
SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK MEGA Tbk
The Board of Directors of PT Bank Mega Tbk (the “Company”), domiciled in South Jakarta,
hereby announces that the Annual General Meeting of Shareholders (the “Meeting”) has been
held on:
Day/Date : Tuesday, March 31st, 2026
Time : 14.00 – 16.12 Western Indonesia Time
Venue : Mega Auditorium, Menara Bank Mega 3rd floor,
Jl. Kapten Tendean Nomor 12-14A, South Jakarta 12790
Meeting Mechanism : The Meeting was conducted in a hybrid format (physical
and electronic), with electronic participation facilitated
through the Electronic General Meeting System KSEI
(eASY.KSEI) application.
Meeting Agenda
1. Approval and ratification of the Annual Report year ended on December 31st, 2025,
consisting of:
a. Company’s Management Report;
b. The audited financial Statements of the Company;
c. Board of Commissioners Supervisory duties Report of the Company.
2. The determination for the distribution of the Company's net profit for the financial year
ended on December 31st, 2025.
3. Board of Directors Business Plan Report Year 2026 and Sustainable Finance Action Plan
Report.
4. Appointment of the Public Accountant Office to audit the Company's Annual Report for
the 2026 financial year.
5. Approval of Bonus Share Distribution originating from Additional Paid-in Capital (Share
Premium).
6. Amendments to the Articles of Association.
7. Changes of the Structure of the Company’s Management.
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8. The determination of honorarium and other allowances for Board of Commissioners and
Board of Directors for Year 2026, as well as the Division of Duties and Authorities of the
Board of Directors.
9. Approval on the update to the Company’s Recovery Plan Update.
Attendance of the Company’s Board of Commissioners and Board of Directors
The Meeting was attended by the Board of Commissioners and the Board of Directors of the
Company as follows:
Board of Commissioners:
1. Independent Commissioner : Drs. Achjadi Ranuwisastra
2. Independent Commissioner : Hizbullah
Board of Directors:
1. President Director : Kostaman Thayib
2. Vice President Director : Indivara Erni
3. Director : Yuni Lastianto
4. Director : Madi Darmadi Lazuardi
5. Director : Martin Mulwanto
6. Director : YB Hariantono
7. Director : Heriwan Gazali
Chairperson of the Meeting
The Meeting was chaired by Mr. Hizbullah as the Independent Commissioner of the Company.
Attendance of Shareholders
The Meeting was attended by shareholders and/or their proxies/representatives of the
Shareholders, both physically and through the eASY.KSEI application who represent
11,044,721,579 shares or constitute 94.07% of the votes of the shares with valid voting rights
issued by the Company up to the day of the Meeting, which amounted to 11,740,923,365
shares.
Submission of Questions and/or Opinions
In each agenda on the Meeting, the Shareholders were given the opportunity to raise
questions and/or express opinions related to the discussion of the respective Agenda item. No
questions were raised by the Shareholders for all agenda items.
Meeting Resolution Mechanism
Decisions are made based on votes cast in person and electronically via the eASY.KSEI
application. Decisions are made regarding meeting matters by means of a vote, with both in-
person and electronic votes cast via the eASY.KSEI application being taken into account.
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Results of the Meeting Resolutions
First Meeting Agenda:
The voting results were as follows:
Agree Disagree Abstain* Total Approved
11,044,721,005 shares NONE 574 shares 11,044,721,579 shares,
or 100% of those present
Note:
*) In accordance with the Company’s Articles of Association and Financial Services Authority
Regulation No. 15/POJK.04/2020 regarding the Planning and Conduct of General Meetings of
Shareholders of Public Companies, an abstention is considered to be equivalent to a vote in
favor of the majority of shareholders who cast their votes. Therefore, in accordance with the
calculations of the systems of PT Kustodian Sentral Efek Indonesia and the Securities
Administration Bureau, the number of abstentions is added to the number of votes in favor.
Resolution of the Meeting:
1. To accept and approve the Board of Directors Annual Report on the management of the
Company for the financial year 2025, and the Board of Commissioners Supervisory
Report of for the financial year ending December 31st, 2025;
2. To accept and approve the Financial Statements for the financial year 2025, comprising
the Balance Sheet and the audited Profit-Loss Statement, which has been audited by the
Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Partners, with Report No.
00055/2.1030/AU.1/07/0499-1/1/II/2026 dated February 6th, 2026; and
3. To grant full discharge and release of liability to the members of the Board of Directors
and the Board of Commissioners for the management and supervision carried out during
the 2025 financial year, insofar as such actions are reflected in the said Financial
Statements.
Second Meeting Agenda
The voting results were as follows:
Approved Against Abstain* Total Approved
11,044,721,005 shares NONE 574 shares 11,044,721,579 shares,
or 100% of those present
Note:
*) In accordance with the Company’s Articles of Association and Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings
of Shareholders of Public Companies, abstention votes are deemed to cast the same vote as the
majority of shareholders who cast votes. Therefore, based on the calculation system of PT
Kustodian Sentral Efek Indonesia and the Share Registrar, the number of abstention votes is added
to the votes in favor.
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Resolution of the Meeting:
1. To determine that the entire net profit of the Company for the financial year 2025,
amounting to Rp3,364,735,107,371 (three trillion three hundred sixty-four billion seven
hundred thirty-five million one hundred seven thousand three hundred seventy-one
Rupiah), shall be utilised as follows:
a. An amount of Rp35,107,371 (thirty-five million one hundred seven thousand three
hundred seventy-one Rupiah) shall be set aside as a reserve fund to comply with the
provisions of Article 70 of the Limited Liability Companies Act;
b. An amount of Rp2,018,820,000,000 (two trillion eighteen billion eight hundred
twenty million Rupiah) shall be distributed to shareholders as cash dividends; and
c. The remaining amount of Rp1,345,880,000,000 (one trillion three hundred forty-five
billion eight hundred eighty million Rupiah) shall be recorded as retained earnings.
2. Approve that the distribution of such cash dividends shall be carried out under the
following provisions:
a. The procedures and schedule for the distribution of cash dividends shall be
determined at a later date;
b. Payment of cash dividends shall be subject to withholding tax in accordance with
the prevailing tax regulations.
3. To approve the granting of power and authority to the Board of Directors to determine
the procedures and schedule for the payment of the cash dividend and to announce
them in accordance with the provisions of applicable laws and regulations.
Third Meeting Agenda
For the Third Meeting Agenda, no decision was made because it was only to be communicated
to the shareholders regarding the Company's Business Plan for 2026 and the Sustainable
Finance Action Plan Report.
Fourth Meeting Agenda
The voting results were as follows:
Approved Against Abstain* Total Approved
11,044,721,005 shares NONE 574 shares 11,044,721,579 shares,
or 100% of those present
Note:
*) In accordance with the Company’s Articles of Association and Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings
of Shareholders of Public Companies, abstention votes are deemed to cast the same vote as the
majority of shareholders who cast votes. Therefore, based on the calculation system of PT
Kustodian Sentral Efek Indonesia and the Share Registrar, the number of abstention votes is added
to the votes in favor.
Resolution of the Meeting:
To authorize the Board of Commissioners, to appoint a Public Accounting Firm registered with
the Financial Services Authority, which will conduct an audit of the Company's financial year
2025 by taking into account the recommendations of the Audit Committee to obtain auditors
with the best quality and price.
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Fifth Meeting Agenda
The voting results were as follows:
Approved Against Abstain* Total Approved
11,044,721,005 shares NONE 574 shares 11,044,721,579 shares,
or 100% of those present
Note:
*) In accordance with the Company’s Articles of Association and Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings
of Shareholders of Public Companies, abstention votes are deemed to cast the same vote as the
majority of shareholders who cast votes. Therefore, based on the calculation system of PT
Kustodian Sentral Efek Indonesia and the Share Registrar, the number of abstention votes is added
to the votes in favor.
Resolution of the Meeting:
1. To approve the additional paid-in capital (share premium) as of December 31st, 2025 to
be capitalized in the amount of Rp5,870,461,682,500 (five trillion eight hundred seventy
billion four hundred sixty-one million six hundred eighty-two thousand five hundred
Rupiah), with the issuance price of the Bonus Shares equal to the nominal value of the
shares, namely Rp500 (five hundred Rupiah) per share, with a total of 11,740,923,365
(eleven billion seven hundred forty million nine hundred twenty-three thousand three
hundred sixty-five) Bonus Shares to be distributed to shareholders recorded in the
Company’s Register of Shareholders and/or securities sub-accounts at KSEI at the close
of trading on the Indonesia Stock Exchange on April 13th, 2026, whereby each holder of 1
(one) Company share shall receive 1 (one) Bonus Share derived from the capitalization
of share premium.
2. To approve granting authority to the Board of Directors of the Company to determine
the schedule and procedures for the distribution of the Bonus Shares in accordance with
the prevailing laws and regulations, including but not limited to settling the tax
obligations of shareholders arising from the receipt of Bonus Shares obtained from the
cash dividends to be received by shareholders for the financial year 2025 as resolved in
the Second Agenda Item of the Meeting.
Sixth Meeting Agenda
The voting results were as follows:
Approved Against Abstain* Total Approved
11,044,719,905 shares NONE 1.674 shares 11,044,721,579 shares,
or 100% of those present
Note:
*) In accordance with the Company’s Articles of Association and Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings
of Shareholders of Public Companies, abstention votes are deemed to cast the same vote as the
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majority of shareholders who cast votes. Therefore, based on the calculation system of PT
Kustodian Sentral Efek Indonesia and the Share Registrar, the number of abstention votes is added
to the votes in favor.
Resolution of the Meeting:
1. To approve the amendments to Article 3, Article 4 paragraph (2), Article 17, and Article
20 of the Company’s Articles of Association in order to comply with the prevailing laws
and regulations.
2. To approve the granting of authority and power to the Board of Directors of the
Company to make the aforementioned amendments to the Articles of Association in
accordance with the Meeting’s resolution, to state this resolution in a notarial deed,
including to restate all provisions of the Articles of Association in a single notarial deed
if necessary, as well as to obtain approval and submit notification of such amendments
to the Minister of Law of the Republic of Indonesia and to take any actions necessary to
implement the amendments to the Company’s Articles of Association.
Seventh Meeting Agenda
The voting results were as follows:
Approved Against Abstain* Total Approved
11,044,719,905 shares NONE 1.674 shares 11,044,721,579 shares,
or 100% of those present
Note:
*) In accordance with the Company’s Articles of Association and Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings
of Shareholders of Public Companies, abstention votes are deemed to cast the same vote as the
majority of shareholders who cast votes. Therefore, based on the calculation system of PT
Kustodian Sentral Efek Indonesia and the Share Registrar, the number of abstention votes is added
to the votes in favor.
Resolution of the Meeting:
1. To approve the appointment of Ms. Mariam and Mr. Jemy Kristian Soegiarto as Directors
of the Company, effective upon obtaining approval from the Financial Services Authority
(OJK) for the Fit and Proper Test and compliance with the prevailing laws and
regulations, with a term of office until the Annual General Meeting of Shareholders to be
held in 2029, without prejudice to the right of the General Meeting of Shareholders to
dismiss them at any time, and to honorably discharge Mr. Yuni Lastianto from his
position as Director of the Company effective as of the closing of the Meeting.
With this resolution, the composition of the Board of Directors of the Company is as
follows:
President Director : Kostaman Thayib
Vice President Director : Indivara Erni
Director : Madi Darmadi Lazuardi
Director : Martin Mulwanto
Director : YB Hariantono
Director : Heriwan Gazali
Director : Mariam
Director : Jemy Kristian Soegiarto
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2. To approve the termination of the term of office of Ms. Indivara Erni as Vice President
Director, effective upon the appointment of Mr. Jemy Kristian Soegiarto receiving
approval from the Financial Services Authority (OJK) through the Fit and Proper Test, or
on September 30th, 2026, whichever occurs earlier.
With this resolution, the composition of the Board of Directors of the Company shall
become as follows:
President Director : Kostaman Thayib
Director : Madi Darmadi Lazuardi
Director : Martin Mulwanto
Director : YB Hariantono
Director : Heriwan Gazali
Director : Mariam
Director : Jemy Kristian Soegiarto
3. To approve the granting of authority to the Board of Directors of the Company to state
the resolutions of this Meeting in notarial deeds and to report them to the relevant
authorities.
Eight Meeting Agenda
The voting results were as follows:
Approved Against Abstain* Total Approved
11,044,721,005 shares NONE 574 shares 11,044,721,579 shares,
or 100% of those present
Note:
*) In accordance with the Company’s Articles of Association and Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings
of Shareholders of Public Companies, abstention votes are deemed to cast the same vote as the
majority of shareholders who cast votes. Therefore, based on the calculation system of PT
Kustodian Sentral Efek Indonesia and the Share Registrar, the number of abstention votes is added
to the votes in favor.
Resolution of the Meeting:
1. To determine the honorarium budget for all members of the Board of Commissioners in
the amount of Rp1,160,000,000 (one billion one hundred sixty million Rupiah) per month,
with tax borne by the Company, and to grant authority and power to the Board of
Commissioners of the Company to determine its allocation as well as other allowances
for each member of the Board of Commissioners, which shall remain in effect until
otherwise decided in the next Annual General Meeting of Shareholders.
2. To approve the granting of authority and power to the Board of Commissioners, for and
on behalf of the Meeting, to determine the salaries and other allowances for each
member of the Board of Directors of the Company.
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Ninth Meeting Agenda
The voting results were as follows:
Approved Against Abstain* Total Approved
11,044,719,905 shares NONE 1.674 shares 11,044,721,579 shares,
or 100% of those present
Note:
*) In accordance with the Company’s Articles of Association and Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings
of Shareholders of Public Companies, abstention votes are deemed to cast the same vote as the
majority of shareholders who cast votes. Therefore, based on the calculation system of PT
Kustodian Sentral Efek Indonesia and the Share Registrar, the number of abstention votes is added
to the votes in favor.
Resolution of the Meeting:
1. To approve the update of the Company’s Recovery Plan as set out in the Recovery Plan
Document for the 2025 period, which has been submitted by the Company to the
Financial Services Authority (OJK) in order to comply with POJK No. 5 of 2024, including
the addition of an alternative Liquidity Recovery Option, namely increasing High Quality
Liquid Assets (HQLA) at the recovery and improvement trigger levels.
2. To approve the granting of authority and power to the Board of Directors of the
Company to implement one or several options in the updated Company Recovery Plan,
subject to prior approval from the Board of Commissioners, including in urgent
situations and conditions where the Board of Directors must implement one or several
options in the updated Recovery Plan that require approval from the General Meeting of
Shareholders, provided that such actions remain in compliance with the prevailing laws
and regulations in the Capital Market sector, considering that the Company is a Public
Company.
This announcement of the Summary of Minutes of the Meeting is made in compliance with the
provisions of Article 51 and Article 52 paragraph (1) of the Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General
Meetings of Shareholders of Public Companies.
SCHEDULE AND PROCEDURES FOR CASH DIVIDEND PAYMENT
Furthermore, in accordance with the resolution of the Second Agenda Item of the Meeting as
mentioned above, whereby the Meeting has resolved to distribute cash dividends from the
Company’s net profit for the financial year 2025 amounting to Rp2.018.820.000.000 or
Rp171.947293per share, to be distributed to 11,740,923,365 shares of the Company, the
schedule and procedures for the distribution of cash dividends for the financial year 2025 are
hereby announced as follow:
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Schedule of Cash Dividend Distribution
No. Description Date
1. End of Trading Period with Dividend Rights (Cum Dividend):
- Regular and Negotiation Market April 9th, 2026
- Cash Market April 13th, 2026
2. Start of Trading Period without Dividend Rights (Ex-Dividend):
- Regular and Negotiation Market April 10th, 2026
- Cash Market April 14th, 2026
3. Date of Shareholders Entitled to Cash Dividend (Recording April 13th, 2026
Date)
4. Cash Dividend Payment Date for the Financial Year 2025 April 30th, 2026
Procedures for Cash Dividend Distribution
1. Cash dividends will be distributed to shareholders whose names are recorded in the
Company’s Register of Shareholders (“DPS”) as of the recording date on April 13th, 2026,
and/or shareholders whose shares are recorded in securities sub-accounts at PT
Kustodian Sentral Efek Indonesia (“KSEI”) at the close of trading on April 13 th, 2026.
2. For shareholders whose shares are deposited in KSEI’s collective custody, the payment
of cash dividends will be made through KSEI and will be distributed on April 30th,
2026into the Customer Fund Account (“RDN”) at the Securities Company and/or
Custodian Bank where the shareholders open their securities sub-accounts. Meanwhile,
for shareholders whose shares are not deposited in KSEI’s collective custody, the cash
dividend payment will be transferred directly to the shareholders’ bank accounts.
3. a. The cash dividends will be subject to tax in accordance with the prevailing tax laws
and regulations. The amount of tax imposed shall be borne by the respective
shareholders and deducted from the cash dividends payable to them.
b. Based on the prevailing tax regulations, the cash dividends shall be exempt from tax
if received by domestic corporate taxpayers (“Domestic Corporate Taxpayers”),
and the Company shall not withhold income tax on such dividends. Cash dividends
received by domestic individual taxpayers (“Domestic Individual Taxpayers”) shall
be exempt from tax provided that such dividends are reinvested within the territory
of the Republic of Indonesia. For Domestic Individual Taxpayers who do not meet the
investment requirements, the dividends received shall be subject to income tax
(“PPh”) in accordance with applicable laws and regulations, and such tax must be
self-paid by the respective taxpayers in accordance with Government Regulation No.
9 of 2021 concerning Tax Treatment to Support Ease of Doing Business.
4. Shareholders may obtain confirmation of dividend payments through the securities
company and/or custodian bank where they maintain their securities accounts.
Shareholders are responsible for reporting the receipt of such dividends in their tax
reporting for the relevant tax year in accordance with applicable tax laws and
regulations.
5. For shareholders who are foreign taxpayers intending to apply tax treaty rates under a
Double Taxation Avoidance Agreement (“DTA”), they must comply with the
Page 10
requirements under Directorate General of Taxes Regulation No. PER-25/PJ/2018
concerning Procedures for the Implementation of Double Taxation Avoidance
Agreements and submit the required DGT/SKD documents via the Directorate General of
Taxes website to KSEI or the Share Registrar In accordance with the submission deadline
set forth by KSEI's rules and regulations, without such documents, the cash dividends to
be distributed shall be subject to a 20% Article 26 Income Tax.
SCHEDULE AND PROCEDURES FOR BONUS SHARE DISTRIBUTION
Furthermore, in accordance with the resolution of the Seventh Agenda Item of the Meeting as
mentioned above, the schedule and procedures for the distribution of Bonus Shares are
hereby announced as follows:
Schedule of Bonus Share Distribution
No. Description Date
1. Date of Shareholders Entitled to Receive Bonus Shares April 13th, 2026
2. End of Trading Period with Rights to Bonus Shares (Cum
Bonus):
- Regular and Negotiation Market April 9th, 2026
- Cash Market April 13th, 2026
3. Start of Trading Period without Rights to Bonus Shares (Ex-
Bonus):
- Regular and Negotiation Market April 10th, 2026
- Cash Market April 14th, 2026
5. Bonus Share Distribution Date April 30th, 2026
6. Report on the Implementation of Bonus Share Distribution as May 13th, 2026
Reviewed by the Accountant
Procedures for Bonus Share Distribution
The distribution of Bonus Shares shall be carried out in accordance with the following
procedures:
1. Shareholders entitled to receive Bonus Shares are those recorded in the Company’s
Register of Shareholders as of April 13th, 2026 (recording date).
2. For shareholders whose shares are deposited in KSEI’s collective custody, the Bonus
Shares to which they are entitled will be distributed through their securities accounts in
the respective sub-accounts under the shareholders’ names on April 30th, 2026.
3. a. Shareholders entitled to Bonus Shares shall be subject to tax in accordance with the
applicable dividend tax rate.
b. For foreign taxpayers (“Non-Resident Taxpayers”), the following provisions shall
apply: (i) Shareholders from countries that do not have a Double Taxation Avoidance
Agreement (“DTA”) with the Republic of Indonesia shall be subject to a 20% income
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tax in accordance with Article 26 of Law No. 7/2021; (ii) Eligible shareholders who
are Non-Resident Taxpayers from countries that have a DTA with the Republic of
Indonesia shall be subject to income tax at the applicable treaty rate, provided that
the required documents in accordance with Ministry of Finance Regulation No. PMK
112 of 2025 dated December 30th, 2025 concerning Procedures for the
Implementation of DTAs are submitted to PT Kustodian Sentral Efek Indonesia
(“KSEI”) through the Securities Company or Custodian Bank where the shareholder
maintains their securities sub-account (“SRE”), or to the Share Registrar (“BAE”) PT
Datindo Entrycom no later than 7 (seven) days prior to the Bonus Share distribution
date.
Jakarta, April 2nd, 2026
PT Bank Mega Tbk
Board of Directors
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.3 ×13
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3 ×19
unresolved
org
Mawar & Partners
p.3
unresolved
org
Indonesia Stock Exchange
p.5
unresolved
org
Minister of Law
p.6
unresolved
person
Mariam
p.6
unresolved
person
Jemy Kristian Soegiarto
· Director
p.6 ×2
unresolved
org
Directorate General of Taxes Regulation No. PER-
p.10
unresolved
org
Directorate General of Taxes
p.10
unresolved
org
Ministry of Finance Regulation No. PMK
p.11
unresolved
org
PT Datindo Entrycom
p.11
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