Back to announcement
20260309_MEGA_Pemanggilan RUPS_32052172_lamp3.pdf
RUPS notice Text extracted MEGASource file signed link, expires in 15 minutes
Extracted text 7
Page 1
PT BANK MEGA Tbk.
NOTICE
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Directors of PT Bank Mega Tbk (the “Company”) hereby invites the Shareholders of the
Company to attend the Annual General Meeting of Shareholders (the “Meeting”) of the
Company that will be held on:
Day/Date : Tuesday , March 31st, 2026
Time : 02.00 PM Western Indonesian Time – finished
Venue : Auditorium Menara Bank Mega, 3rd floor
Jl. Kapten Tendean 12-14A, South Jakarta
Meeting Mechanism : The Meeting will be conducted in a hybrid format
(physical and electronic). Electronic participation
will be conducted through the Electronic General
Meeting System KSEI (eASY.KSEI) application
With the following 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.
Explanation:
Referring to the provisions: (i) Article 12 paragraph (2) letter a and letter b and
Article 12 paragraph (3) of the Company's Articles of Association, (ii) Article 66 and
Article 69 of Law No. 40 of 2007 regarding Limited Liability Company as amended by
Law of the Republic of Indonesia Number 6 of 2023 concerning the Stipulation of
Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation
into Law ("Company Law"); and (iii) Article 1 paragraph (1) of the Financial Services
Authority Regulation Number 29/POJK.04/2016 concerning Annual Reports of Issuers
or Public Companies, the Company will propose to the Meeting to approve the Board
of Directors' Annual Report regarding the Management of the Company for the 2025
financial year, as well as the Board of Commissioners' Supervisory Report for the
financial year ending on December 31st, 2025, then ratify the Financial Statements
for the 2025 Fiscal Year, and provide full release and discharge of responsibility to
members of the Board of Directors and Board of Commissioners for the management
and supervision carried out during the 2025 financial year as long as these actions are
reflected in the Financial Statements.
2. The determination for the distribution of the Company's net profit for the
financial year ended on December 31st, 2025.
Explanation:
Referring to the provisions: (i) Article 12 paragraph (2) letter c of the Company's
Articles of Association and (ii) Article 71 paragraph (1) of Company Law, the
Company will propose to the Meeting to obtain approval for the use of the Company's
net profit for the 2025 financial year to be set aside as a reserve fund to comply with
the provisions of Article 70 UUPT, to be distributed as cash dividends and to give
Page 2
authority to the Board of Directors to determine the schedule and procedure for
paying dividends in accordance with applicable regulations and recorded the
remaining net profit of the Company for the 2025 financial year as retained earnings.
3. Board of Directors Business Plan Report Year 2026 and Sustainable Finance Action
Plan Report.
Explanation:
This Agenda is related to the Business Plan Report prepared by Board of Directors to
comply with Article 18 paragraph (6) of the Company’s Article of Association and
Article 63 paragraph (1) of Company Law as well as for Reporting on the Sustainable
Finance Action Plan to comply with Article 6 of the Financial Services Authority
Regulation Number 51/POJK.03/2017 concerning Implementation of Sustainable
Finance for Financial Services Institutions, Issuers, and Public Companies.
For this agenda, no decision was made at the Meeting because it was only a
notification to the Company's Shareholders regarding the Company's 2026 Work Plan
and the Company's Sustainable Finance Action Plan for 2026.
4. Appointment of the Public Accountant Office to audit the Company's Annual
Report for the 2026 financial year.
Explanation:
Referring to the provisions: (i) Article 12 paragraph (2) letter d of the Company's
Articles of Association; (ii) Article 3 of the Financial Services Authority Regulation of
the Republic of Indonesia Number 9 of 2023 concerning the Use of Public Accountant
Services and Public Accounting Firms in Financial Services Activities; and (iii) Article
59 Regulation of the Financial Services Authority Number 15/POJK.04/2020
concerning Plans and Implementation of General Meetings of Shareholders of public
companies, The Company will propose to the Meeting to grant authority and power
of attorney to the Board of Commissioners and with due regard to recommendations
of the Audit Committee, to appoint a Public Accounting Firm registered with the
Financial Services Authority, which will conduct an audit of the Company's finances
in fiscal year 2026.
5. Approval of Bonus Share Distribution originating from Additional Paid-in Capital
(Share Premium).
Explanation:
In connection with the plan to distribute Bonus Shares originating from Additional
Paid-in Capital (Share Premium) as of 31 December 2025 to Shareholders and to
comply with the provisions of Financial Services Authority Regulation Number
27/POJK.04/2020 concerning Bonus Shares. The Company will propose to the
Meeting to obtain approval for the distribution of Bonus Shares, where the value of
Additional Paid-in Capital, the Bonus Share Distribution Ratio, the basis for
determining the price, and an explanation of taxation have been included in the
Company's Information Disclosure published on February 20th, 2026.
6. Amendments to the Articles of Association.
Explanation:
Amendments to several provisions in the Company's Articles of Association as follows:
a. Amendment to Article 3 of the Company's Articles of Association, in order to
adjust the naming of the Standard Industrial Classification (KBLI) 2025;
b. Amendment to Article 4 paragraph 2 of the Company's Articles of Association, in
connection with the distribution of Bonus Shares originating from the
capitalisation of Additional Paid-in Capital (Share Premium); and
Page 3
c. Amendment to Article 17 and Article 20 regarding the provisions on the
resignation of members of the Board of Directors and members of the Board of
Commissioners.
The Company will propose to the Meeting to approve the amendment to Article 3 in
order to adjust the naming of KBLI 2025 by granting authority to the Company's
Board of Directors, Article 4 paragraph (2) regarding the implementation of bonus
share distribution originating from the capitalisation of Additional Paid-in Capital
(Share Premium) and Articles 17 and 20 of the Company's Articles of Association
regarding the provisions on the resignation of members of the Board of Directors
and Board of Commissioners.
7. Changes of the Structure of the Company’s Management.
Explanation:
This agenda item needs to be discussed at the Meeting in connection with a proposal
from PT Mega Corpora, as the majority shareholder of the Company, to change the
composition of the Company's management. The Company will propose to the
Meeting to approve changes to the composition of the Company's management.
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.
Explanation:
Referring to the provisions: Article 17 paragraph (8) and Article 20 paragraph (8) of
the Company's Articles of Association and Article 96 and Article 113 of Company Law
as well as Article 96 and Article 113 UUPT, the Company will propose to the Meeting
to determine the amount of net honorarium for all members of the Board of
Commissioners for 2026 and give power and authority to the Company's Board of
Commissioners to determine the distribution and other allowances for each member
of the Board of Commissioners, which applies until otherwise decided at the next
Annual General Meeting of Shareholders and grants power and authority to the Board
of Commissioners for and on behalf of the Meeting to determine the salary and other
benefits for each member of the Company's Board of Directors for 2026.
9. Approval on the Update to the Company’s Recovery Plan Update.
Explanation:
Pursuant to Article 43 of the Indonesian Financial Services Authority Regulation
Number 5 of 2024 concerning the Determination of Supervision Status and Handling
of Commercial Bank Issues (“POJK 5/2024”), banks are required to update their
Recovery Action Plans periodically at least once a year. Updates to the Recovery
Action Plan that contain changes to: (a) trigger levels; (b) recovery options; and/or
(c) the adequacy and suitability of deposits and/or debt instruments or investments
with capital characteristics owned by the Bank, must obtain shareholder approval at
the General Meeting of Shareholders.
The Company will propose to the Meeting to approve the update of the Recovery
Action Plan that has been prepared in the 2025 Recovery Action Plan document that
the Company has submitted to the Financial Services Authority. The update to the
Recovery Action Plan in question involves making changes to capital indicators,
particularly the KPMM trigger level, and adding Alternative Recovery Options to the
Liquidity indicator.
Page 4
Presence and Decision Quorum Explanation:
1. Meetings are legitiamte and can be held and are entitled to make legal and binding
decisions, if attended by Shareholders or their lawful proxies representing more than
1
/2 (one half) of the total shares with valid voting rights has been issued by the
Company, whereas specifically for Agenda Item 6, the Meeting is valid and may be
held and is entitled to make valid and binding decisions, provided that it is attended
by Shareholders or their authorised representatives representing at least 2/3 (two-
thirds) of the total number of shares that have been validly issued at the Meeting (in
accordance with the provisions of Article 16 (1) (a) and Article 26 (1) of the
Company's Articles of Association).
2. Meeting decisions are taken based on deliberation to reach a consensus. In the event
that decisions based on deliberation to reach a consensus are not reached, decisions
are valid if approved by more than 1/2 (one half) of the number of votes legally cast
at the Meeting, whereas specifically for Agenda Item 6, the decision shall be valid if
approved by more than 2/3 (two-thirds) of the total number of shares validly issued
at the Meeting (in accordance with the provisions of Article 16 paragraph (8) letter a
and Article 26 paragraph (1) of the Company's Articles of Association).
Notes:
1. This invitation is valid as an invitation to the Meeting which will be officially held
electronically to the Company's Shareholders, so that the Company's Directors do not
send separate invitations to the Company's Shareholders.
2. Shareholders who are entitled to attend the Meeting are the Company's Shareholders
whose names are registered in the Company's Register of Shareholders (DPS) and/or
the Company's shareholder in the securities sub-account at PT Kustodian Sentral Efek
Indonesia (“KSEI”) at the closing of Share Trading in Indonesia Stock Exchange on
Friday, March 6th, 2026, at 16.00 Western Indonesian Time (WIB).
3. Participation of Shareholders in the Meeting, can be done with the following
mechanism:
a. attend the Meeting physically;
b. attend the Meeting electronically through the eASY.KSEI application provided
by KSEI. Shareholders may declare their attendance electronically or by
electronic proxy (e-proxy) and vote electronically in the eASY application. KSEI
is from the date of this Meeting Notice until Monday, 30 th March 2026, at 12:00
p.m. WIB; or
c. represented by other parties by granting a power of attorney electronically
through the eASY.KSEI application or a granting power of attorney using the
Power of Attorney form as referred to in point 5 letter a point iii.
4. The Company since the date of this Notice has provided materials for the Meeting
Agenda for each Meeting Agenda which can be downloaded via the Company's
website www.bankmega.com.
5. The Company's Shareholders or Shareholders' proxies who will attend the Meeting
electronically through the eASY.KSEI application must pay attention to the following
matters:
a. Registration Process
i. Individual local shareholders who have not submitted their attendance
declaration or proxy in the eASY.KSEI application by the deadline stated in
point 3 letter b and wish to attend the Meeting electronically must
register their attendance in the eASY.KSEI application on the date of the
Meeting until the electronic Meeting registration period is closed by the
Company.
ii. Individual local shareholders who have submitted their attendance
declaration but have not provided voting choices for at least 1 (one)
Page 5
Meeting agenda item in the eASY.KSEI application by the deadline stated
in point 3 letter b and wish to attend the Meeting electronically must
register their attendance in the eASY.KSEI application on the date of the
Meeting until the electronic Meeting registration period is closed by the
Company.
iii. Shareholders who have granted power of attorney to the proxies provided
by the Company (Independent Representative) or Individual
Representative but have not provided voting choices for at least 1 (one)
Meeting agenda item in the eASY.KSEI application by the deadline stated
in point 3 letter b, must ensure that the proxy representing the
shareholder registers their attendance in the eASY.KSEI application on the
date of the Meeting until the electronic Meeting registration period is
closed by the Company.
iv. Shareholders who have granted power of attorney to participant
proxies/Intermediaries (Custodian Bank or Securities Company) and have
provided voting choices in the eASY.KSEI application by the deadline
stated in point 3 letter b, must ensure that the registered representative
of the proxy performs the attendance registration in the eASY.KSEI
application on the date of the Meeting until the electronic Meeting
registration period is closed by the Company.
v. Shareholders who have submitted their attendance declaration or granted
power of attorney to the proxies provided by the Company (Independent
Representative) or Individual Representative and have provided voting
choices for at least 1 (one) or all Meeting agenda items in the eASY.KSEI
application by the deadline stated in point 3 letter b, are not required to
perform electronic attendance registration in the eASY.KSEI application
on the date of the Meeting. The share ownership will automatically be
counted as part of the attendance quorum, and the submitted voting
choices will automatically be counted in the Meeting’s voting process.
vi. Any delay or failure in the electronic registration process as referred to in
points i until iv for any reason will result in the shareholder or their proxy
being unable to attend the Meeting electronically, and their share
ownership will not be counted as part of the attendance quorum in the
Meeting.
b. Process of Submitting Questions and/or Opinions Electronically
i. Shareholders or their proxies are allowed 3 (three) opportunities to submit
questions and/or opinions during each discussion session for each Meeting
agenda item. Questions and/or opinions regarding each Meeting agenda
item can be submitted in writing by shareholders or their proxies using the
chat feature in the 'Electronic Opinions' column available on the E-Meeting
Hall screen in the eASY.KSEI application. Questions and/or opinions can be
submitted while the Meeting status in the 'General Meeting Flow Text'
column shows "Discussion started for agenda item no. [ ]".
ii. The Company holds the authority to determine the mechanism for
conducting discussions for each Meeting agenda item in writing through
the E-Meeting Hall screen in the eASY.KSEI application.
iii. Proxies attending electronically who wish to submit questions and/or
opinions on behalf of shareholders during the discussion session must
include the shareholder's name and share ownership amount followed by
the related question or opinion.
iv. Questions and/or opinions that can be submitted by shareholders or their
proxies, and questions and/or opinions that will be answered and/or
responded to by the Meeting Chair, are limited to those directly related to
the agenda item currently being discussed.
c. Voting Process
i. The electronic voting process is conducted through the eASY.KSEI
application under the E-Meeting Hall menu, sub-menu Live Broadcasting.
Page 6
ii. Shareholders attending in person or represented by their proxies who have
not submitted their voting choices for the Meeting agenda items as
referred to in point 5 letter a item i to iii, will have the opportunity to
submit their votes during the voting period through the E-Meeting Hall
screen in the eASY.KSEI application when opened by the Company. When
the electronic voting session for each Meeting agenda item begins, the
system will automatically start a countdown for the voting period, with a
maximum duration of 5 (five) minutes. During the electronic voting
process, the status "Voting for agenda item no [ ] has started" will be
displayed in the 'General Meeting Flow Text' column. If shareholders or
their proxies do not cast their vote for a particular Meeting agenda item
by the time the Meeting status changes to "Voting for agenda item no [ ]
has ended," their vote will be considered Abstain for the relevant Meeting
agenda item.
iii. The voting time during the electronic voting process follows the standard
time set by the eASY.KSEI application. The Company establishes a direct
electronic voting policy with a maximum duration of 5 (five) minutes per
agenda item in the Meeting.
d. Live Streaming of the Meeting
i. Shareholders or their proxies who have registered in the eASY.KSEI
application no later than the deadline specified in point 3 letter b can
watch the ongoing Meeting via Zoom webinar by accessing the eASY.KSEI
menu, the GMS Livestreaming sub-menu on the AKSes platform
(https://akses.ksei.co.id).
ii. The GMS Livestreaming accommodates up to 500 (five hundred)
participants, with attendance determined on a first come, first served
basis. Shareholders or proxies unable to access the GMS Livestreaming are
still considered valid electronic attendees, and their shareholding and
voting choices will be counted, as long as they are registered in the
eASY.KSEI application according to the provisions in point 5 letter a item i
to v.
iii. Shareholders or their proxies who only witness the implementation of the
Meeting through the AGM Broadcast but are not registered as being
present electronically on the eASY.KSEI application in accordance with the
provisions of point 5 letter a items i to v, the attendance of such
shareholders or their proxies shall be deemed invalid and shall not be
included in the calculation of the attendance quorum for the Meeting.
iv. For the best experience in using the eASY.KSEI application and/or the GMS
Livestreaming, shareholders or proxies are advised to use the Mozilla
Firefox browser.
6. The Company's Shareholders or the Company's Shareholders' proxies who will attend
the Meeting physically, pay attention to the following provisions:
a. Attendance Process
i. Shareholders or their proxies must submit a photocopy of their Identity
Card (KTP) or other valid identification before entering the Meeting room.
Corporate shareholders are required to present a photocopy of the latest
Articles of Association and the most recent Board of Directors structure.
Shareholders whose shares are in KSEI collective custody must bring the
Written Confirmation for the Meeting (KTUR), obtainable from the
securities company or custodian bank where the shareholder's securities
account is held.
ii. Shareholders may authorize a proxy through a valid power of attorney
letter, with the condition that members of the Board of Directors, Board
of Commissioners, and employees of the Company may act as proxies, but
their votes will not be counted during voting.
iii. The power of attorney form can be downloaded from the Company's
website at (www.bankmega.com) once completed, the form must be
submitted to the Company's Share Registrar, PT Datindo Entrycom, by: (a)
Page 7
Sending it to Jl. Hayam Wuruk No. 28, 2nd Floor, Central Jakarta - 10120,
Phone: (021) 350 8077, Fax: (021) 350 8078, no later than Thursday, 26th
March, 2026; or (b) Submitting it directly to the Share Registrar at the
Meeting venue before the registration closes.
iv. Shareholder registration will close 30 (thirty) minutes before the Meeting,
at 13:30 WIB.
b. Procedure for Submitting Questions and/or Opinions for Shareholders Attending
Physically
i. Shareholders or their proxies will be given 3 (three) opportunities to
submit questions and/or opinions during each discussion session for each
agenda item of the Meeting. Requests to ask questions shall be made by
raising hands, and the officer will provide a microphone to the
shareholder or their proxy.
ii. Shareholders or their proxies are invited to come forward, state their
name and the number of shares owned or represented, and then
personally deliver their questions or opinions.
iii. Questions and/or opinions that may be submitted by shareholders or their
proxies, and questions and/or opinions that will be answered and/or
responded to by the Chairperson of the Meeting, are only those related to
the agenda item currently being discussed.
c. Voting Process
i. The Chairperson of the Meeting will request Shareholders or their proxies
who cast abstain or disagree votes on the proposed resolution to raise their
hands and submit their voting cards to the officer.
ii. Shareholders or their proxies who do not raise their hands will be deemed
to have approved the proposed resolution related to the agenda item being
discussed. Voting cards will be distributed to eligible shareholders or their
proxies (only for proxies with physical power of attorney) during
registration.
7. The Notary, assisted by the the Share Registrar (BAE), will verify and count the votes
for each agenda item during the decision-making process at the Meeting, including
votes submitted by shareholders through eASY.KSEI and those conveyed directly at
the Meeting.
8. If shareholders are unable to access the KSEI system (eASY.KSEI) via the link
https://akses.ksei.co.id/, they can download the power of attorney form from the
Company’s website at www.bankmega.com to authorize a proxy and cast their votes
at the Meeting.
9. Shareholders who have granted power of attorney as mentioned in point 8 may
submit questions regarding the agenda items via email to the Company at
corsec@bankmega.com with a copy to DM@datindo.com and The proxy will convey
the questions during the Meeting, and the Notary will record them in the Minutes of
Meeting. Responses to the questions will be sent via email to the respective
shareholders no later than 3 (three) business days after the Meeting.
Jakarta, March 9th, 2026
PT Bank Mega Tbk
Board of Directors
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×8
unresolved
org
Bank Issues
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
org
PT Datindo Entrycom
p.6
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.