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20260327_MEGA_Informasi Transaksi Afiliasi_32055634_lamp4.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 2ND FLOOR OF MENARA
BANK MEGA, JAKARTA BETWEEN THE COMPANY AND PT. MEGA CAPITAL SEKURITAS.
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 Tendean Building between PT Mega Capital Sekuritas (“MCS”) 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 MCS 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 Bank Mega Tower with MCS on
March 25th 2026, with the rental object in the form of a room located on 2nd floor of the 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
2nd floor of the Bank Mega Jakarta Tower Building, and will be used by MCS as an Office Space
with a total area of Rental Space of 968 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 2nd floor of the Bank Mega Building is IDR 170,000 (one
hundred seventy thousand rupiah) per square meter per month and the agreed service charge
is IDR 75,000 (seventy-five thousand Rupiah) per square meter per month. Therefore, the
total transaction value of the renting a space of 968 m2 (nine hundred sixty-eight) along with
the service charge for 60 (sixty) months or 5 (five) years is IDR14,229,600,000 (fourteen
billion, two hundred twenty-nine million, six hundred 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
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
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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 0.06% (zero point zero six 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.
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
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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 2026 are as
follows:
%
DESCRIPTION TOTAL TOTAL NOMINAL
SHARES IDR500,- 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 MEGA CAPITAL SEKURITAS (MCS)
Based in South Jakarta, established based on Deed No. 40 dated November 08th 1991,
executed before Mrs. Poerbaningsih Adi Warsito, Bachelor of Laws, Notary in Jakarta, which
has been approved by the Minister of Justice of the Republic of Indonesia under Number C2-
7348.HT.01.01TH.91. dated November 20th 1991;
Deed of Amendment of Name from PT Indovest Securities to PT Mega Capital Indonesia No. 74
dated April 25th 2001, executed before Mrs. Poerbaningsih Adi Warsito, Bachelor of Laws,
Notary in Jakarta, which has been approved by the Minister of Justice of the Republic of
Indonesia under Number C-00685 HT.01.04.TH.2001 dated May 11th 2001;
Deed of Amendment of Name from PT Mega Capital Indonesia to PT Mega Capital Sekuritas No.
13 dated October 12th 2016, executed before Dedy Syamri, Bachelor of Laws, Notary in
Jakarta, which has been approved by the Minister of Justice of the Republic of Indonesia
under Number Ahu-0020475.AH.01.02.Year 2016 dated November 03rd 2016;
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Deed of Amendment of Articles of Association in accordance with the Law on Limited Liability
Companies No. 123 dated April 30th 2008, executed before F.X. Budi Santoso Isbandi, Bachelor
of Laws, Notary in Jakarta, which has been approved by the Minister of Justice of the
Republic of Indonesia under Number AHU-38828.AH.01.02.Year 2008 dated July 07th 2008
juncto Articles of Association No. 40 dated December 20th 2021, executed before Dedy Syamri,
Bachelor of Laws, Notary in Jakarta, which has been approved by the Minister of Justice of
the Republic of Indonesia under Number AHU-0073451.AH.01.02.Year 2021 dated December
20th 2021;
Deed of Amendment of Shareholder Composition based on Deed No. 100 dated April 27th 2011,
executed before F.X. Budi Santoso Isbandi, Bachelor of Laws, Notary in Jakarta, which has
been approved by the Minister of Justice of the Republic of Indonesia under Number AHU-
24696.AH.01.02.Year 2011 dated May 18th, 2011;
Deed of Amendment of the latest Composition of the Board of Commissioners and Board of
Directors as referred to in the Deed of Statement of Shareholders' Resolution No. 8 dated
September 22nd, 2025, executed before Dedy Syamri, Bachelor of Laws, Notary in Jakarta,
which has been approved by the Minister of Justice of the Republic of Indonesia under
Number AHU-AH.01.09-0341558 dated September 24th, 2025.
Office Address:
Address : Menara Bank Mega, 2nd Floor
Jl. Kapten P. Tendean Kav 12-14A
Jakarta Selatan 12790
Website : https://www.megasekuritas.id
e-mail : gs@megasekuritas.id/ legal@megasekuritas.id
Business Activities
Based on Article 3 of the Articles of Association, PT Mega Capital Sekuritas operates in the field of
Financial and Insurance Activities, specifically conducting business as a Securities Broker-Dealer
and Securities Underwriter. These activities are based on the Decree of the Chairman of the
Capital Market Supervisory Agency No. KEP-10/PM/1992 and KEP-11/PM/1992, both dated January
23rd 1992.
Capital and Shareholders Composition
Based on the Deed of Amendment to the Shareholder Structure, as set forth in Deed No. 100
dated April 27th 2011, executed before F.X. Budi Santoso Isbandi, S.H., Notary in Jakarta, and
approved by the Minister of Justice of the Republic of Indonesia under Decree No. AHU-
24696.AH.01.02.Year 2011 dated May 18th 2011, the capital composition and shareholder
structure of MCS are as follows:
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TOTAL NOMINAL
TOTAL
DESCRIPTION IDR500,- per %
SHARES
shares
Authorized Capital 480.000.000.000
Issued and fully paid-up capital
1. PT Mega Corpora 239.999.999 119.999.999.500 99,9999996%
2. PT Para Rekan Investama 1 500 0,0000004%
Total Issued and fully paid-up capita 240.000.000 120.000.000.000 100%
Board of Management
Based on the most recent Deed of Amendment to the Board of Commissioners and Board of
Directors, as set forth in the Deed of Statement of Shareholders' Resolution No. 8 dated
September 22nd 2025, executed before Dedy Syamri, Bachelor of Laws, Notary in Jakarta, which
has been approved by the Minister of Justice of the Republic of Indonesia under Decree No.
AHU-AH.01.09-0341558 dated September 24th 2025, the structure is as follows:
Board of Commissioners
President Commissioner : Dr. Sarmiati, MM.
Independent Commissioner : Sakli Anggoro
Directors
President Director : Yimmy Lesmana
Director : Nany Susilowati
5. Affiliated Relationships Information
The transaction between the Company and MCS is categorized as an affiliated transaction as
referred to in POJK No. 42/2020, as both entities are directly controlled by the same party,
namely Mega Corp.
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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.
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, MCS requires office space that will be
used as office space, by renting office space available on the 2nd 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 IDR 14,229,600.000 (fourteen billion two hundred twenty-
nine million six hundred 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.00274/2.0120-
00/PI/07/0374/1/III/2026 dated March 13th 2026.
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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:
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 Lt. 6
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 2nd 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 MCS office space covering an area of 968 m2.
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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 asset valuation report is December 31st 2025.
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;
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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
responsibility of HMR;
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;
xviii. 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;
xix. 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;
xx. 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;
xxi. 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;
xxii. 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;
xxiii. 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.
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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
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 appraisal object in the form of office space on the 2nd
floor with an area of 968m2 located at Menara Bank Mega, Jalan Kapten Tendean No. 12-14A,
Mampang Prapatan Village, Mampang Prapatan District, South Jakarta City, DKI Jakarta
Province, on December 31, 2025 is IDR169,000 (One Hundred and 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 as set out in Report No. 00007/2.0120-
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
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Public Appraiser License : B-1.22.00627
Service Field Classification : Business Appraiser(B)
Address : The Akkas Commercial Building Lt. 6
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. 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 MCS with total area of 968m2
No. Location Area (m2)
1. Menara Bank Mega Building, 2nd Floor, Office Unit with a unit
Jalan Kapten Tendean Kav. 12-14 A, area of 968 m2
Mampang Prapatan Village, Mampang
Prapatan District, South Jakarta City,
DKI Jakarta Province.
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
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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
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. The financial statement projections come from the Company and have been
adjusted to reflect its ability to achieve (fiduciary duty);
iv. HMR is responsible for the fairness opinion report and the opinion in the fairness
opinion report;
v. 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;
vi. 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;
vii. The truth, reliability, and accuracy of the data are the responsibility of the
Company;
viii. 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;
ix. 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;
x. 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;
xi. 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;
xii. 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;
xiii. HMR does not conduct due diligence on the legal and tax aspects of the Company or
its implications for the planned transaction;
xiv. 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;
xv. This fairness opinion report is open to the public except for confidential
information that may affect the Company's operations;
xvi. This valuation shall not be construed or intended as an audit review or the execution of
specific procedures, nor is it intended to disclose weaknesses in internal controls, errors, or
irregularities in the financial statements, 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
13
Page 14
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 2nd floor with an area of 968 m2 in the Menara
Bank Mega Building by the Company is FAIR.
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 31st 2024
Total Assets 140.828 134.915
Loans 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 31st 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
14
Page 15
▪ 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
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
Tax Expense - nett (796) (626)
Income for the year 3.365 2.631
Other Comprehensive income - nett 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 &
15
Page 16
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 6th, 2026, the Company's equity
was recorded at IDR 25,076,358,660,270 (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 0.06% (zero point zero six 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.
5. The Company has received a Report from KJPP Herman Meirizki and Partners No.
00274/2.0120-00/PI/07/0374/1/III/2026 dated March 13th, 2026 regarding the Asset
Valuation Report and Report No. 00007/2.0120-04/BS/07/0627/1/III/2026 dated March 16th
2026 regarding the Fairness Opinion of PT Bank Mega Tbk, with the conclusion that 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
Tel. +62 21 79175000 Fax. +62 2179187100
corsec@bankmega.com
www.bankmega.com
16
Names mentioned 42 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×7
unresolved
org
PT. MEGA CAPITAL SEKURITAS. This Disclosure
p.1
unresolved
org
Bank Mega Jakarta Tendean Building
p.2
unresolved
org
Mega Corp
p.2 ×3
unresolved
org
Mawar & Rekan
p.2
unresolved
org
Bank Mega Tower
p.2
unresolved
org
Bank Mega Jakarta Building
p.2 ×3
unresolved
org
Bank Mega Jakarta Tower Building
p.2
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 ×2
unresolved
person
Poerbaningsih Adi Warsito
p.4 ×2
unresolved
org
Minister of Justice
p.4 ×9
unresolved
org
PT Indovest Securities
p.4
unresolved
org
PT Mega Capital Indonesia
p.4 ×2
unresolved
person
F.X. Budi Santoso Isbandi
· Notaris
p.5 ×4
unresolved
org
PT Para Rekan Investama
p.6
unresolved
person
Dr. Sarmiati
p.6 ×2
unresolved
org
Ministry of Finance
p.8 ×2
unresolved
org
Minister of Finance
p.8 ×2
unresolved
person
Susi Meirizki
p.8
unresolved
—
MAPPI
p.8 ×2
unresolved
—
Public Appraiser License
p.8
unresolved
—
Service Field Classification
p.8
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
4546 ms
12 Sep 2026 22:30
Raw output
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