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20260327_MEGA_Informasi Transaksi Afiliasi_32055714_lamp6.pdf
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DISCLOSURE OF INFORMATION RELATED TO AFFILIATE TRANSACTIONS
In order to fulfill the Financial Services Authority Regulation No. 42/POJK.04/2020
Concerning the Affiliated and Conflict of Interest Transactions
THE BOARD OF DIRECTORS OF THE COMPANY, EITHER INDIVIDUALLY OR JOINTLY, IS FULLY RESPONSIBLE FOR THE
VALIDITY AND COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND AFTER
FURTHER STUDY, HEREBY, STATED THAT ALL INFORMATION CONTAIN IN THIS DISCLOSURE OF INFOMATION IS VALID AND
NO IMPORTANT AND RELEVANT MATERIAL FACTS ARE NOT DISCLOSED OR REMOVED THAT MAY CAUSE THE INFORMATION
PROVIDED IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE AND/OR MISLEADING.
PT BANK MEGA Tbk
(“Company”)
Business Activity
Banking
Address
Menara Bank Mega,
Jl. Kapten Tendean Kav 12-14A, Jakarta 12790
Telp. +62 21 79175000 Fax. +62 2179187100
www.bankmega.com
THIS INFORMATION DISCLOSURE IS ISSUED IN CONNECTION WITH THE AFFILIATE TRANSACTION AS
DEFINED IN THE FINANCIAL SERVICES AUTHORITY REGULATION NO. 42/POJK.04/2020 CONCERNING
AFFILIATE TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS RELATED TO THE LEASE OF
OFFICE SPACE ON THE 18TH FLOOR OF THE MEGA BANK TOWER BUILDING, JAKARTA BETWEEN THE
COMPANY AND PT ASURANSI UMUM MEGA.
This Disclosure of Information issued in Jakarta dated March 27th 2026
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PREFACE
This information disclosure is made in connection with the Lease Agreement for Space in the
Menara Bank Mega Jakarta Jakarta Tendean Building between PT Asuransi Umum Mega (“AUM”)
and the Company, with transaction details as contained in the Transaction Description below
("Transaction") and to comply with the provisions of the Financial Services Authority Regulation
No.42/POJK.04/2020 concerning Affiliate Transactions and Conflicts of Interest Transactions
("POJK No.42/2020").
The Company and AUM have the same main shareholder and/or controller, namely PT Mega
Corpora (“Mega Corp”), therefore the Transaction is an affiliate transaction but not a Conflict of
Interest Transaction as stipulated in POJK No.42/2020.
This transaction is not a material transaction as referred to in the Financial Services Authority
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities (“POJK No. 17/2020”) because the Transaction value is less than 20% of the Company's
total equity of IDR25,076,358,660,270 (twenty-five trillion seventy-six billion three hundred fifty-
eight million six hundred sixty thousand two hundred seventy rupiah) as of December 31st 2025
based on the Company's financial statements audited by the Public Accounting Firm Amir Abadi
Jusuf, Aryanto, Mawar & Rekan (“RSM Indonesia”).
DESCRIPTION OF TRANSACTION
1. DATE OF TRANSACTION
The Company has signed a Space Lease Agreement at the Menara Bank Mega with AUM on
March 25th 2026, with the rental object in the form of a room located on 18th floor of the
Menara Bank Mega Jakarta Building located on Jalan Kapten P. Tendean Number 12-14A,
Mampang Prapatan Village, Mampang Prapatan District, South Jakarta Administrative City.
2. TRANSACTION OBJECT
The object of the transaction is the lease of office space with service charges located on the
18th floor of the Menara Bank Mega Jakarta Building, and will be used by AUM as an Office
Space with a total area of Rental Space of 1,199.5 m2 (nine hundred sixty-eight square
meters) semi-gross, with an agreement period of 60 (sixty) months or 5 (five) years, starting
from March 25th, 2026 to March 24th, 2031 and can be extended with terms and conditions
determined later by the Company.
3. TRANSACTION VALUE
The agreed space rental value for the 18th floor of the Bank Mega Building is IDR170,000 (one
hundred seventy thousand rupiah) per square meter per month and the agreed service charge
is IDR75,000 (seventy-five thousand Rupiah) per square meter per month. Therefore, the total
transaction value of the renting a space of 1,199.5 m2 (one thousand one hundred ninety-nine
point five square meters) along with the service charge for 60 (sixty) months or 5 (five) years
is IDR17,632,650,000,- (seventeen billion six hundred thirty-two million six hundred fifty
thousand rupiah) before tax.
Considering the Company's Financial Statements for the year ended December 31st 2025 which
were audited by RSM Indonesia and signed by Public Accountant Saptoto Agustomo (License
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No. AP. 0499) with an unqualified opinion in all material respects, pursuant to Report No.
00055/2.1030/AU.1/07/0499-1/1/II/2026 dated February 6th 2026, the Company’s equity was
recorded at IDR25,076,358,660,270 (twenty-five trillion seventy-six billion three hundred
fifty-eight million six hundred sixty thousand two hundred seventy rupiah). Consequently, the
transaction value represents only 0.07% (zero point zero seven percent) of the Company’s
equity. As such, it does not reach the materiality threshold as referred to in POJK No.
42/2020.
4. PARTIES INVOLVED IN THE TRANSACTION
A. THE COMPANY
The Company is a limited liability company domiciled in South Jakarta. The Company was
established under the name PT Bank Karman based on deed No.32 dated April 15th 1969
and was amended by Deed of Amendment No.47 dated November 26th 1969 , both made
before Oe Siang Djie,S.H Notary in Surabaya and has been ratified by the Minister of
Justice of Republic of Indonesia as referred to in Decree No. J.A 5/8/1 dated January 16th
1970 and announced in the State Gazette Republic of Indonesia No.13 dated February 13th
1970, Supplement No.55.
The Articles of Association of PT Bank Mega Tbk have been amended several times, with
the most recent change being outlined in the Deed of Amendment No. 08, dated February
27th 2023, which was made before Dharma Akhyuzi, S.H., a Notary in Jakarta. This
amendment was approved by the Minister of Law and Human Rights of the Republic of
Indonesia, as stated in his Decree No. AHU-0015234.AH.01.02.Tahun 2023, dated March
10th 2023. The amendment has also been recorded and filed in the Legal Entity
Administration System of the Ministry of Law and Human Rights, as confirmed by the
letter No. AHU-AH-01.03-0038091, dated March 10th 2023.
The latest changes to the composition of the Board of Commissioners and Board of
Directors as referred to in the Deed of Statement of Meeting Resolutions of PT Bank Mega
Tbk No. 11 dated March 27th 2025 made before Dharma Akhyuzi, S.H., Notary in Jakarta,
the change has been officially recorded and filed in the Legal Entity Administration
System of the Ministry of Law and Human Rights of the Republic of Indonesia, as
confirmed by their notification No. AHU-AH.01.09-0182026, dated April 11th, 2025.
The Company Address:
Address : Menara Bank Mega Jl. Kapten Tendean Kav. 12-14A, Jakarta 12790
Kelurahan Mampang Prapatan, Kecamatan Mampang Prapatan
Kota Administrasi Jakarta Selatan, Provinsi DKI Jakarta
Telephone : +62 21 79175000
Faximile : +62 21 79187100
Website : www.bankmega.com
e-mail : corsec@bankmega.com
Business Activities
Based on Article 3 of the Company’s Articles of Association, the Company is engaged in
Conventional Banking.
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Company’s Capital and Shareholders Composition
Based on the Deed of Amendment to the Articles of Association of PT Bank Mega Tbk No. 08,
dated February 27th 2023 made before Dharma Akhyuzi, S.H., Notary in Jakarta in
conjunction with the Deed of Statement of Resolution of the Meeting of PT Bank Mega Tbk
No.02 dated March 4th 2024 made before Dharma Akhyuzi, S.H., Notary in Jakarta, the
capital and composition of the Company's shareholders as of February 28th 2025 are as
follows:
DESCRIPTION TOTAL TOTAL NOMINAL
%
SHARES Rp500,- per shares
Authorized Capital 27,000,000,000 13.500.000.000.000 -
Issued and fully paid-up capital
1. PT Mega Corpora 6,812,223,614 3,406,111,807,000 58.02
2. Public with shares below 5% 4,928,699,751 2,464,349,875,500 41.98
Total Issued and fully paid-up capital 11,740,923,365 5,870,461,682,500 100.00
Board of Management
Board of Commissioners
President Commissioner : Chairul Tanjung
Independent Commissioner : Achjadi Ranuwisastra
Independent Commissioner : Lambok V. Nahattands
Independent Commissioner : Hizbullah
Directors:
President Director : Kostaman Thayib
Vice President Director : Erni (Indivara Erni)
Credit Director : Madi D. Lazuardi
Treasury & International Banking Director : Martin Mulwanto
Operations & IT Director : YB Hariantono
Retail Banking Director : Heriwan Gazali
Compliance & Human Capital Director : Yuni Lastianto
B. PT ASURASI UMUM MEGA (AUM)
Based in South Jakarta, established based on the Deed of Limited Liability Company of
PT Asuransi Republik No. 110, dated August 22nd 1957, drawn up before Eliza Pondaag,
Notary in Jakarta, which has been approved by the Minister of Justice No. J.A.3/94/15
dated November 16th 1957, the latest amendment of which was recorded in the Deed of
Amendment to the Articles of Association of PT Asuransi Umum Mega No. 42 dated
March 1st 2024, drawn up before Dedy Syamri, S.H., Notary in South Jakarta, which has
been approved by the Ministry of Law and Human Rights of the Republic of Indonesia No.
AHU-AH.01-09-0113030;
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Change in the Composition of Shareholders based on the Deed of Statement of
Shareholders' Resolution of PT Asuransi Umum Mega No. 75 dated July 21st 2014, drawn up
before F.X. Budi Santoso Isbandi, S.H., Notary in South Jakarta, and has been received
and recorded by the Ministry of Law and Human Rights of the Republic of Indonesia No.
AHU-AH.07053.40.20.2014 dated August 27th 2014;
The latest change in the composition of the Board of Commissioners and Board of
Directors as referred to in the Deed of Statement of Shareholders' Resolution of
PT Asuransi Umum Mega No. 42 dated March 21st 2024, drawn up before Dedy Syamri, S.H.,
Notary in South Jakarta, and has been received and recorded by the Ministry of Law and
Human Rights of the Republic of Indonesia No. AHU-AH.01-09-0113030 dated March 21st
2024;
Office Address:
Address : Menara Bank Mega, 18th Floor
Jl. Kapten P. Tendean Kav 12-14A
Jakarta Selatan 12790
Website : www.megainsurance.co.id
Business Activities
Based on Risk-Based Business License No. 0220305881311, PT Asuransi Umum Mega is engaged
in the business activities of Conventional General Insurance and Sharia General Insurance.
Capital and Shareholders Composition
Based on the Deed of Statement of Shareholders' Resolution of PT Asuransi Umum Mega No. 75
dated July 21st, 2014, which has been approved by the Ministry of Law and Human Rights of the
Republic of Indonesia under No. AHU-AH.07053.40.20.2014, the capital composition and
structure of shareholders of AUM are as follows:
TOTAL NOMINAL
DESCRIPTION TOTAL SHARES Rp1,000,000,- %
per shares
Authorized Capital 800,000,000 800,000,000,000
Issued and fully paid-up capital
1. PT Mega Corpora 230,979,999 230,979,999,000 99.99
2. PT Para Rekan Investama 1 1,000 00.01
Total Issued and fully paid-up capital 230,980,000 230.980,000,000 100.00
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Board of Management
Based on the Deed of Statement of Shareholders' Resolution of PT Asuransi Umum Mega No. 42
dated March 21st 2024, drawn up before Dedy Syamri, S.H., Notary in South Jakarta, the
composition of the management of PT Asuransi Umum Mega is as follows:
Board of Commissioners
President Commissioner : Johanes Bambang Kendarto
Independent Commissioner : Djazoeli Sadhani
Independent Commissioner : Ariastiadi Saleh Herutjakra
Sharia Supervisory Board
Member : Kanny Hidaya Y.W
Directors
President Director : Tomy Ferdiansah
Vice President Director : Hardianto Wirawan
Director : Diang Edelina
5. Affiliated Relationships Information
From the Aspect of Ownership
The transaction between the Company and AUM is categorized as an affiliated transaction as
referred to in POJK No. 42/2020, as both the Company and AUM are directly controlled by the
same party, namely Mega Corp.
6. The Considerations and Reasons for Transaction Plan with Affiliated Party Compared to if
Carried Out with Non-Affiliated Parties.
Having the same transactions with unaffiliated parties, it might not bring significant benefit
compare for having transactions with the affiliated parties. The existence synergy and control
toward service quality provided by the affiliated party will increase the business transaction and
financial performance of both companies as expected.
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EXPLANATION, CONSIDERATION AND REASONS FOR THE TRANSACTION PLAN
1. The Reasoning and Background of The Transaction Plan
The Company as a Bank, has a building with a large capacity office space. In its development,
there is still unused office space. At the same time, AUM requires office space that will be
used as office space, by renting office space available on the 18th floor of the Menara Bank
Mega Jakarta Building along with service charges.
With the same ownership control, namely Mega Corp, it is hoped that there will be synergy
and control over the quality of services provided to the company so that the company's
improvement can be achieved as expected
2. The Transaction Purpose and Benefits
In its development, consumers have a tendency to choose to conduct business and financial
transactions efficiently in an integrated area. So seeing this opportunity, the Company as a
General Bank that has office space with a large capacity rents out the work space to be
utilized by companies that have related needs. With this effort, it is expected to provide
economic benefits to the office buildings owned by the Company.
3. The Effect of The Proposed Transaction on The Company’s Financial Condition
In accordance with the Company's agreement in the Space Lease Agreement, where the
Company receives rental income of IDR17.632.650.000 (Seventeen billion six hundred thirty-
two million six hundred fifty thousand Rupiah) before calculating taxes, the Company will
record additional non-operational income.
THE SUMMARY OF INDEPENDENT PARTY’S OPINION
1. SUMMARY OF ASSET ASSESSMENT
The following is a summary of the Asset Valuation Report based on Report No. 00275/2.0120-
00/PI/07/0374/1/III/2026 dated March 13th 2026.
A. IDENTITY OF THE PARTIES
• Appraiser Identity
The Company has appointed Public Appraisal Service Office (KJPP) Herman Meirizki and
Rekan (“HMR” or “Appraiser”) which has a business license from the Ministry of Finance of
the Republic of Indonesia based on the Decree of the Minister of Finance No. 66/KM.1/2014
dated February 10th 2014 registered as a capital market supporting profession at the
Financial Services Authority with a Capital Market Supporting Profession Registration
Certificate No. STTD.PP-08/PJ-1/PM.02/2023 to conduct an assessment of this proposed
Transaction, with the following data on the person in charge of the appraiser:
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Name : Susi Meirizki, S.T., MAPPI (Cert)
No. MAPPI : 08-S-02197
Appraiser Registration : RMK-2017.00334
Public Appraiser License : P-1.13.00374
Service Field Classification : Property Appraiser (P)
Address : The Akkas Commercial Building 6th Floor
Jl. TB Simatupang No. 23 RT.011 RW.004
Kelurahan Tanjung Barat, Kecamatan Jagakarsa
Kota Jakarta Selatan, Provinsi DKI Jakarta 12530
• Identity of Assignor
This assessment was assigned by PT. Bank Mega, Tbk. with the following data:
Company Name : PT. Bank Mega Tbk
Business Activity : Banking
Address : Menara Bank Mega Jalan Kapten P. Tendean No. 12-14A,
Jakarta 12790 Kelurahan Mampang Prapatan,
Kecamatan Mampang Prapatan,
Kota Administrasi Jakarta Selatan, Provinsi DKI Jakarta
Phone : +62 21 79175000
Faksimile : +62 21 79187100
Website : www.bankmega.com
e-mail : corsec@bankmega.com
B. ASSESSSMENT OBJECT
This assignment includes an assessment of the office space to be rented along with the
service charge by the Company on the 18th floor of the Menara Bank Mega Jakarta Building,
Jl. Kapten Tendean Kav 12-14A, Mampang Prapatan Village, Mampang Prapatan District, South
Jakarta City, which will then be used as AUM office space covering an area of 1,199.50 m2.
C. PURPOSE AND OBJECTIVES OF THE APPRAISER
The purpose of this assessment is to verify between documents and physical conditions in the
field, obtain and provide an independent opinion on the Market Rental Value of the property
in question according to the scope of the assignment which can be used as a basis for
consideration for the Purpose of Transactions on Leased Property Objects as of December
31st 2025 and therefore is not recommended for other uses. This Asset Valuation Report is
used to support the Fairness Opinion.
D. ASSESSMENT DATE
The assessment date in this fairness opinion report is December 31st 2025.
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E. ASSUMPTION AND LIMITATION CONDITION
The valuation of this asset is based on the following assumptions and limiting conditions:
i. That HMR has no financial interest in the assets being assessed and the results of the
assessment conducted;
ii. That in good faith, all documents provided or shown by the Company and third parties to
HMR in the context of this asset assessment are valid, correct, complete and in
accordance with the actual facts and have not changed until the date of this asset
assessment; That the documents provided to HMR in the form of photocopies,
derivatives and/or copies are in accordance with the originals and the documents are
valid, correct, complete and in accordance with the actual facts and have not changed
until the date of this asset assessment; If it turns out that the documents do not
correspond to the actual facts, then it is beyond the responsibility of the appraiser and
this report automatically becomes invalid;
iii. That all signatures, stamps, scribbles and marks contained in each document given
and/or shown by the Company to HMR are true, including land certificates, stamps,
scribbles and marks contained in each photocopy, derivative and/or copy of the
document given by the Company to HMR are in accordance with those contained in the
original document and the signatures, stamps, scribbles and marks contained in the
document are true;
iv. That the Government agency and/or party issuing and/or issuing permits, approvals,
licenses and/or proof of registration to the Company is an official and/or party
authorized to carry out such actions and is represented by the person(s) who is entitled
and has the permit, approval, license and/or proof of registration in question;
v. That in conducting this asset assessment, HMR does not provide legality for a
transaction in which the Company is a party or has an interest in the related assets;
vi. That in conducting this asset assessment, HMR does not check the
completeness/requirements that must be met as a guarantee for binding mortgage
rights, and therefore if this report is intended as a basis for credit granting policies by
banks, then the Company is obliged to check and ensure that these requirements are
met including the legality aspect;
vii. Unless expressly stated in this asset assessment report, it cannot be assumed that HMR
is obliged and has conducted a legality and/or debt examination of the assets being
assessed; HMR does not conduct research/investigation into the ownership and/or debt
and the validity of the documents of the assets being assessed, assuming that the rights
to the Property are clear and under legal ownership;
viii. That all disputes in the form of criminal or civil cases (both inside and outside the Court)
related to the assets being assessed are not the responsibility of HMR; in this
assessment the assets being assessed are as if they are free and clean under the
responsibility (property) of the Company;
ix. That HMR's responsibility is limited to the Company in question and HMR is not
responsible to other parties who use this Assessment Report;
x. That this Assessment Report is considered valid if there is a stamp (seal) and original
signature from HMR;
xi. That the value is given in Rupiah units based on the understanding that the property
market is in Rupiah currency.
xii. That the assessment fee is determined based on man-days and not based on the value
given in the Assessment Report;
xiii. That changes made by the Government or private parties related to the condition of
the asset, in this case rezoning, road widening, market conditions and so on are not the
esponsibility of HMR;
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xiv. That if there is a building as the object of the assessment, then HMR considers the
visual condition of the building in question, however, it is not obliged to check the
building structure or parts of the asset that are covered, invisible or inaccessible, and
HMR does Not provide a guarantee if there is termite decay, damage and other invisible
disturbances;
xv. That the object of assessment does not contain and/or use materials that are damaging
or dangerous;
xvi. That if there are buildings and other complementary facilities as objects of assessment,
then all buildings and other complementary facilities are considered to be within the
boundaries of the land, and are built in accordance with applicable regional
development regulations, unless specifically stated;
xvii. That the images, sketches or maps attached to this appraisal report are intended to
help the reader get an idea of the assets being appraised. HMR does not carry out
comprehensive measurements of the objects referred to in the images, sketches or
maps and is not responsible for matters related to them;That in this assessment, if
there are machines, they are detailed as a complete work unit, namely including all
parts and accessories which are usually technically included in the unit;
xviii. That if in the future new data is found which in HMR's opinion requires a revision to this
report, then HMR has the right to make changes to this assessment report;
xix. HMR, due to this assessment, has no obligation to provide an explanation to other
parties or to provide testimony or attendance in a court case or other related
Government Agency;
xx. The report is presented only for the intent and purpose as written in the report, and is
directed only to the Company. Responsibility related to the report is limited only to the
Company and the appraiser is not responsible to any party other than the Company.
Other parties who use this report are responsible for all risks that arise;
xxi. That HMR's liability in relation to the services rendered in this Valuation Report
(regardless of actions in contract, negligence, or otherwise) is limited to the Fee paid
by the Company for part of the service obligation or work results rendered. Under no
circumstances, HMR including the Partner Leader, Deputy Partner Leader, Partners and
all existing staff, shall be liable for any consequences, special events or losses arising
from legal implementation, losses or costs (including, but not limited to, loss of profits,
possible costs, and so on) even though HMR has previously been notified of the
possibility of such events occurring;
xxii. That the Company must provide compensation and guarantee against all disturbances to
HMR from and against lawsuits, responsibilities, costs and expenses (including but not
limited to legal costs and time that has been given) directed at, paid or incurred in
connection with the issuance of the Appraisal Report on the assets in question, except
to the extent that it has been determined in a previous agreement.
F. APPROACHES AND ASSESSMENT METHODS
The object of assessment is an office space which in this assessment uses the Market
Approach with the Market Data Comparison Method.
The assessment process is the stages of determining property based on the objective of
understanding the problem, planning things that need to be done in order to solve the
problem, obtaining data, classifying data, analyzing and then producing a value opinion.
The stages are as follows:
1. Identification of problems
2. Preliminary analysis
3. Field inspection
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4. Data collection and analysis
5. Application of assessment methods
6. Conclusion of Values and Assessment Reports
G. CONCLUSION OF ASSET ASSESSMENT
Considering all relevant information and prevailing market conditions, HMR is of the opinion
that the Market Rental Value of the valuation objects, consisting of office space on the 18th
floor covering 1,226.80 m², the 20th floor covering 1,309.30 m², and the 22nd floor covering
1,199.50 m ² , located at Menara Bank Mega, Jalan Kapten Tendean No. 12-14A, Mampang
Prapatan, Mampang Prapatan, South Jakarta, DKI Jakarta, as of December 31st 2025, is
IDR169,000 (one hundred sixty nine thousand rupiah) per square meter per month, with a
service charge of IDR75,000 (seventy five thousand rupiah) per square meter per month.
2. SUMMARY OF FAIRNESS OPINION
The following is a summary of the Fairness Opinion Report based on Report
No. 00008/2.0120-04/BS/07/0627/1/III/2026 dated March 16th 2026
A. IDENTITY OF THE PARTIES
• Appraiser Identity
The Company has appointed Public Appraisal Service Office (KJPP) Herman Meirizki and
Rekan (“HMR” or “Appraiser”) which has a business license from the Ministry of Finance of
the Republic of Indonesia based on the Decree of the Minister of Finance No. 66/KM.1/2014
dated February 10th 2014 registered as a capital market supporting profession at the
Financial Services Authority with a Capital Market Supporting Profession Registration
Certificate No. STTD.PB-57/PM.02/2023 and is registered as a Business Appraiser in the
Non-Bank Financial Industry (NBFI) under number 296/PD.021/STTD-P/2023 to conduct an
assessment of this proposed Transaction, with the following data on the person in charge of
the appraiser:
Name : Willyams, S.E., MAPPI (Cert)
No. MAPPI : 13-S-04028
Appraiser Registration : RMK-2017.01124
Public Appraiser License : B-1.22.00627
Service Field Classification : Business Appraiser(B)
Address : The Akkas Commercial Building 2nd floor
Jl. TB Simatupang No. 23 RT.011 RW.004
Kelurahan Tanjung Barat, Kecamatan Jagakarsa
Kota Jakarta Selatan, Provinsi DKI Jakarta 12530
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• Identity of Assignor
This assessment was assigned by PT. Bank Mega, Tbk. with the following data:
Company Name : PT. Bank Mega Tbk
Business Activity : Banking
Address : Menara Bank Mega Jalan Kapten P. Tendean No. 12-14A,
Jakarta 12790 Kelurahan Mampang Prapatan,
Kecamatan Mampang Prapatan,
Kota Administrasi Jakarta Selatan, Provinsi DKI Jakarta
Phone : +62 21 79175000
Faksimile : +62 21 79187100
Website : www.bankmega.com
e-mail : corsec@bankmega.com
B. THE SUBJECT OF THE FAIRNESS OPINION
The object of the Fairness Opinion is the plan for an affiliate transaction for the lease of
office space owned by the Company by AUM with total area of 1,199.50m2
No. Location Area (m2)
1. Menara Bank Mega Building, 18 Floor, Office Unit with a unit
th
Jalan Kapten Tendean Kav. 12-14 A, area of 1,199.50m2
Mampang Prapatan, Mampang
Prapatan, South Jakarta City, DKI
Jakarta.
C. PURPOSE AND OBJECTIVE OF THE FAIRNESS OPINION
The purpose and objective of this fairness opinion is to provide a fairness opinion on the
Transaction Plan. This fairness opinion report is used as one of the materials for information
disclosure as regulated in POJK 42/2020 concerning Affiliated Transactions and Conflict of
Interest Transactions.
D. FAIRNESS OPINION DATE
The assessment date in this fairness opinion report is December 31st 2025.
E. ASSUMPTION AND LIMITATION CONDITION
Without prejudice to the responsibility of HMR as the Appraiser, this Fairness Opinion is
subject to the following assumptions and limiting conditions:
i. This Fairness Opinion Report is a non-disclaimer opinion
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ii. The financial projections are provided by the Company's management, reflecting the fairness
of such projections and the feasibility of their achievement (fiduciary duty);
iii. HMR is responsible for the fairness opinion report and the opinion in the fairness
opinion report;
iv. HMR assumes that after the date of issuance of the fairness opinion report, there have been
no changes that have a material effect on the transaction plan;
v. In conducting the analysis, HMR relies on data from the Company, both from financial data,
legality, information in the draft agreement related to the transaction plan, and so on;
vi. The truth, reliability, and accuracy of the data are the responsibility of the Company;
vii. Any changes to data and information that are only known after the date of the fairness
opinion report that can materially affect the results of the fairness opinion are not the
responsibility of HMR, and HMR is not responsible for updating the results of the fairness
opinion in the future;
viii. The fairness opinion is prepared based on market and economic conditions, general business
and financial conditions, and Government regulations on the date of this assessment;
ix. This fairness opinion must be viewed as a whole. The use of part of the analysis and
information without considering the contents of this fairness opinion as a whole, may lead to
a misleading view of the process underlying this fairness opinion;
x. In conducting an analysis of the industry related to the Company's business activities, HMR
has used data from external sources that it considers reliable;
xi. The Company's historical financial data is obtained from financial statements that have been
audited by an Independent Public Accountant registered with the Financial Services Authority,
so that HMR does not confirm and verify the accuracy of the data presented;
xii. HMR does not conduct due diligence on the legal and tax aspects of the Company or its
implications for the planned transaction;
xiii. HMR receives financial projections and calculation assumptions from the Company, and has
made several adjustments in accordance with the needs of providing a fairness opinion;
xiv. This fairness opinion report is open to the public except for confidential information that may
affect the Company's operations;
xv. This assessment cannot be interpreted or intended as an audit review or implementation of
certain procedures and is also not intended to reveal weaknesses in internal control, errors,
or irregularities in financial reporting, and/or violations of law.
F. APPROACHES AND ASSESSMENT METHODS
Methods used in the analysis of Fairness Opinion is as follows:
Transaction Analysis
Qualitative and Quantitative Analysis
Analysis on the fairness of the transaction
Analysis of other relevant factors
G. FAIRNESS OPINION ON TRANSACTION
Based on the analysis that has been conducted on the fairness of the Transaction which
includes transaction analysis, qualitative and quantitative analysis, analysis of the fairness of
the transaction, and analysis of other relevant factors, HMR is of the opinion that the
Transaction of renting office space on the 18th floor with an area of 1,199.50 m2 in the Menara
Bank Mega Building by the Company is FAIR.
13
Page 14
SUMMARY OF PROFORMA FINANCIAL REPORT
Presented below are the Financial Statements of Bank Mega for the year ended December 31st
2025, which have been audited by RSM Indonesia and signed by Public Accountant Saptoto
Agustomo (License No. AP. 0499), with an unqualified opinion in all material respects, as set forth
in Report No. 00055/2.1030/AU.1/07/0499-1/1/II/2026 dated February 6th 2026.
▪ Summary of Financial Position
(in billion Rupiah)
Year Ended
Description
December 31st 2025 December 31th 2024
Total Assets 140,828 134,915
Loans Granted 67,231 64,645
Third-Party Funds 104,131 91,669
Total Liabilities 115,752 113,733
Total Equity 25,076 21,182
Total Liabilities and Equity 140,828 134,915
▪ Summary of Financial Ratios
(in %)
Year Ended
Description
December 31st 2025 December 31th 2024
Return on Asset (ROA) 3.10 2.56
Return on Equity (ROE) 15.54 13.62
Loan to Deposit Ratio (LDR) 64.48 70.34
Capital Adequacy Ratio (CAR) 30.49 25.77
Net Interest Margin (NIM) 4.18 4.64
NPL (Non Performing Loan)-gross 1.65 1.69
BOPO 69.12 73.61
▪ Highlight of Comprehensive Income Statement
(in billion Rupiah)
Year Ended
Description
December 31st, 2025 December 31st, 2024
Interest Income 10,197 10,289
Interest Expense (5,268) (5,189)
Net Intererest Income 4,929 5,100
14
Page 15
Description Year Ended
Other Operating Income 2,788 1,815
Other Operating Expenses (3,677) (3,684)
Net Operating Income 4,040 3,231
Net Non-Operating Income (Expenses) 121 26
Income before tax expense 4,161 3,257
Net Tax Expense (796) (626)
Income for the year 3,365 2,631
Net Other Comprehensive income 1,582 (747)
Total Comprehensive Income for the year 4,947 1,884
Basic Earnings per Share (full amount) 287 224
Income attributable to the owners of the
3,365 2,631
parent entity
Comprehensive income attributable to
4,947 1,884
owners of the parent entity
STATEMENT OF THE DIRECTORS AND BOARD OF COMMISSIONERS
The Company Directors and Board of Commissioners are hereby stated that:
1. All materials information and opinions stated in this Disclosure of Information is valid and can
be accounted for and there is no other information that has not been disclosed that could
cause this statement to be untrue or misleading.
2. Having reviewed the Transaction Plan, including assessing the risks and benefits of the
Transaction Plan for the Company and all Shareholders, therefore confidence that the
Transaction Plan is the best option for the Company and all Shareholders.
3. The Transaction is not a conflict of interest transaction as defined in the POJK
No.42/POJK.04/2020 concerning the Affiliated Transaction and Conflict of Interest
Transaction.
4. Considering the Company's Financial Statements for the year ended December 31st 2025,
which were audited by the Public Accounting Firm of Amir Abadi Jusuf, Aryanto, Mawar &
Rekan (“RSM Indonesia”) and signed by Saptoto Agustomo, AP. 0499 pursuant to Report No.
00055/2.1030/AU.1/07/0499-1/1/II/2026 dated February 06th, 2026, the Company's equity
was recorded at IDR25,076,358,660,270 (twenty-five trillion seventy-six billion three hundred
fifty-eight million six hundred sixty thousand two hundred seventy rupiah). Consequently,
the transaction value represents only 0.07% (zero point zero seven percent) of the Company's
equity. As such, it does not reach the materiality threshold as defined under POJK No.
42/2020; however, the Company is still required to perform a Disclosure of Information to
fulfill the applicable regulatory requirements.
15
Page 16
5. The Company has received a Report from KJPP Herman Meirizki and Partners No.
00275/2.0120-00/PI/07/0374/1/III/2026 dated March 13th, 2026 regarding the Asset
Valuation Report and Report No. 00008/2.0120-04/BS/07/0627/1/III/2026 dated March 16th
2026 regarding the Fairness Opinion of PT Bank Mega Tbk, with the conclusion that, in its
entirety, with the conclusion that overall the transaction is determined to be FAIR.
6. The implementation of the Transaction does not violate all provisions in the agreements
between the Company and any party.
ADDITIONAL INFORMATION
Shareholders who require additional information can contact the Company during business hours
at the following address:
Corporate Secretary
PT Bank Mega Tbk
Menara Bank Mega,
Jl. Kapten Tendean Kav.12-14A, Jakarta 12790
Telp. +62 21 79175000 Fax. +62 2179187100
corsec@bankmega.com
www.bankmega.com
16
Names mentioned 41 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×7
unresolved
org
PT ASURANSI UMUM MEGA. This Disclosure
p.1
unresolved
org
Bank Mega Jakarta Jakarta Tendean Building
p.2
unresolved
org
Mega Corp
p.2 ×3
unresolved
org
Mawar & Rekan
p.2 ×2
unresolved
org
Bank Mega Jakarta Building
p.2 ×4
unresolved
org
Bank Mega Building
p.2 ×3
unresolved
org
PT Bank Karman
p.3
unresolved
person
Oe Siang Djie
· Notaris
p.3
unresolved
org
Minister of Justice of Republic of Indonesia
p.3
unresolved
person
Dharma Akhyuzi
· Notaris
p.3 ×7
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Ministry of Law and Human Rights
p.3 ×5
unresolved
org
PT ASURASI UMUM MEGA
p.4
unresolved
person
Eliza Pondaag
· Notaris
p.4
unresolved
org
Minister of Justice No. J.A.
p.4
unresolved
person
Dedy Syamri
· Notaris
p.4 ×5
unresolved
person
F.X. Budi Santoso Isbandi
· Notaris
p.5 ×2
unresolved
org
Ministry of Law
p.5
unresolved
org
PT Para Rekan Investama
p.5
unresolved
org
Ministry of Finance
p.7 ×2
unresolved
org
Minister of Finance
p.7 ×2
unresolved
person
Susi Meirizki
p.8
unresolved
—
MAPPI
p.8 ×2
unresolved
—
Public Appraiser License
p.8 ×2
unresolved
—
Service Field Classification
p.8 ×2
unresolved
person
Willyams
p.11
unresolved
org
KJPP Herman Meirizki
p.16
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
4730 ms
12 Sep 2026 22:30
Raw output
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