Back to announcement
20260220_MEGA_Laporan Informasi dan Fakta Material_32028398_lamp3.pdf
Other Text extracted MEGASource file signed link, expires in 15 minutes
Extracted text 9
Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
IN CONNECTION WITH THE PROPOSED DISTRIBUTION OF BONUS SHARES DERIVED
FROM THE CAPITALIZATION OF SHARE PREMIUM
In order to comply with Financial Services Authority Regulation No.
27/POJK.04/2020 concerning Bonus Shares ("POJK No. 27/2020”)
THE DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, INDIVIDUALLY AND
COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF
THE INFORMATION DISCLOSED IN THIS DISCLOSURE. AFTER CONDUCTING A THOROUGH
INVESTIGATION, THEY CONFIRM THAT THE INFORMATION CONTAINED IN THIS
DISCLOSURE IS TRUE AND THAT NO MATERIAL AND RELEVANT FACTS HAVE BEEN
OMITTED OR CONCEALED THAT WOULD CAUSE THE INFORMATION PROVIDED IN THIS
DISCLOSURE TO BECOME INCORRECT AND/OR MISLEADING.
PT BANK MEGA Tbk
(the “Company”)
Bussiness Activities
The field of conventional banking is where they operate.
Domicilied in Jakarta Selatan
Head Office
Menara Bank Mega
JI. Kapten Tendean Kav 12 - 14A, Jakarta 12790
Telp. +62 21 79175000 Fax. +62 2179187100
Website: www.bankmega.com
Email: corsec@bankmega.com
A GENERAL MEETING OF SHAREHOLDERS ("AGMS") TO APPROVE THE PLAN FOR THE
DISTRIBUTION OF BONUS SHARES DERIVED FROM THE CAPITALIZATION OF SHARE
PREMIUM WILL BE HELD ON MARCH 31ST, 2026, AT THE MENARA BANK MEGA
AUDITORIUM 3RD FLR JL. KAPTEN TENDEAN 12-14A, JAKARTA 12790
This information disclosure was published in Jakarta on February 20th, 2026
1
Page 2
INTRODUCTION
In order to strengthen the Company's capital structure and increase the number of
Company Shares, which is one of the Company's efforts to increase the number of shares
owned by shareholders so that trading on the Stock Exchange is expected to become more
liquid, the Company plans to distribute bonus shares derived from Share Premium
Capitalization.
The following is general information about the Company:
A. GENERAL INFORMATION ABOUT THE COMPANY
The Company is a limited liability company based in South Jakarta, established under
the name PT Bank Karman based on the Limited Liability Company Deed ‘PT Bank
Karman’ No. 32 dated April 15th, 1969, which was subsequently amended by
Amendment Deed No. 47 dated November 26th, 1969. Both of which were drawn up
before Oe Siang Djie, S.H., Notary in Surabaya and approved by the Minister of Justice
of the Republic of Indonesia as referred to in Decree No. J.A 5/8/1 dated on
16th January 1970 and announced in the State Gazette of the Republic of Indonesia
No.13 dated on February 13th, 1970, Supplement to the State Gazette No.55. The
Company's Articles of Association have undergone several amendments, the latest
amendment as referred to in the Deed of Amendment to the Articles of Association of
PT Bank Mega Tbk No. 08, dated February 27th, 2023, drawn up before Dharma Akhyuzi,
S.H., Notary in Jakarta, which has been approved by the Minister of Law and Human
Rights of the Republic of Indonesia in his Decree No. AHU-0015234.AH.01.02. Year
2023, dated March 10th, 2023, and the amendment to the articles of association has
been accepted and recorded in the Legal Entity Administration System of the Ministry
of Law and Human Rights of the Republic of Indonesia as stated in its letter No. AHU-
AH-01.03-0038091 dated March 10th, 2023.
According to Article 3 of the Company's Articles of Association, the purpose and
objective of the Company is to conduct financial activities in the form of conventional
banking and to achieve this purpose and objective, the Company conducts activities as
a Conventional Commercial Bank.
The Company's Head Office is located at Menara Bank Mega Building, Jalan Kapten
P. Tendean No. 12-14A, Mampang Prapatan, South Jakarta – 12790.
B. CAPITAL AND SHAREHOLDER STRUCTURE OF THE COMPANY
Based on the Company’s Shareholder Register as of January 31st, 2026 issued by
PT Datindo Entrycom as the Company's Securities Administration Bureau, the
Company’s capital structure and shareholder structure of are as follows:
2
Page 3
DESCRIPTION NUMBERS OF NOMINAL VAUE %
SHARES Rp500,- PER
SHARE
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. Members of the public with less 4.928.699.751 2.464.349.875.500 41,98
than 5% ownership
Total issued and fully paid-up capital 11.740.923.365 5.870.461.682.500 100,00
C. COMPOSITION OF THE COMPANY’S BOARD OF COMMISSIONERS AND DIRECTORS
The composition of the Board of Commissioners and Directors of the Company is based
on the Deed of Statement of Meeting Resolution of PT Bank Mega Tbk No. 11 dated
March 27th, 2025, drawn up before Dharma Akhyuzi, S.H., Notary in Jakarta, the
notification of which has been received and recorded in the Legal Entity
Administration System of the Ministry of Law and Human Rights of the Republic of
Indonesia No. AHU-AH.01.09-0182026 dated April 11th, 2025, is as follows:
Board of Commissioners:
President Commissioner : Chairul Tanjung
Independent Commissioner : Achjadi Ranuwisastra
Independent Commissioner : Lambok V. Nahattands
Independent Commissioner : Hizbullah
Board of Directors:
President Director : Kostaman Thayib
Vice President Director : Indivara Erni
Director : Madi Darmadi Lazuardi
Director : Martin Mulwanto
Director : Heriwan Gazali
Director : YB Hariantono
Director : Yuni Lastianto
D. SUMMARY OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS
The Company's Financial Statements for the 12 month period ending on December 31st,
2025 have been audited by the Public Accounting Firm Amir Abadi Jusuf, Aryanto,
Mawar & Partners (RSM Indonesia) and signed by Saptoto Agustomo, in accordance
with report No. 00055/2.1030/AU.1/07/0499-1/1/II/2026 dated February 6th, 2026.
Meanwhile, the Company's Financial Report for the 12 (twelve) month period ending
on December 31st, 2024 has been audited by the Public Accounting Firm Amir Abadi
Jusuf, Aryanto, Mawar & Partners (RSM Indonesia) and signed by Bimo Iman Santoso,
in accordance with Report No. 00014/2.1030/AU.1/07/1298-2/1/II/2025 dated
February 7th, 2025.
3
Page 4
(in IDR million )
December 31 , 2025
st
December 31st,2024
STATEMENT OF FINANSIAL POSITION
(audited) (audited)
Total Asset 140.828.044 134.915.494
Deposits with Bank Indonesia and other banks 8.043.656 831.826
Securities and other receivables 40.335.916 49.503.610
Loans granted 67.230.534 64.645.281
Third-party deposits 104.130.948 91.669.297
Total liabilities 115.751.686 113.733.293
Equity 25.076.358 21.182.201
Net profit 3.364.735 2.631.054
( in IDR million)
December 31st, 2025 December 31st, 2024
STATEMENT OF PROFIT AND LOSS
(audited) (audited)
Net Interest Income 4.928.610 5.099.739
Other Operating Income 2.788.532 1.815.356
Profit before Tax 4.160.842 3.256.906
Net Profit 3.364.735 2.631.054
Total Comprehensive Income (Loss) 4.946.557 1.884.178
INFORMATION REGARDING THE PROPOSED DISTRIBUTION OF BONUS SHARES
DERIVED FROM THE CAPITALIZATION OF SHARE PREMIUM
The Company has announced the General Meeting of Shareholders through the Indonesia
Stock Exchange website www.idx.co.id ,the Company's website www.bankmega.com and
eASY.KSEI website https://akses.ksei.co.id on February 20th, 2026.
The General Meeting of Shareholders will be held on March 31st, 2026 with the following
agenda items, as follows:
1. Approval of the distribution of bonus shares originating from the capitalization of
additional paid-in capital (Share Premium).
2. Approval of amendments to the Articles of Association.
The following is an explanation of the proposed bonus share distribution:
A. THE SOURCE OF CAPITALIZATION IS TO BE DISTRIBUTED AS BONUS SHARES
Currently, the Company's issued and fully paid-up capital consists of 11,740,923,365
(eleven billion seven hundred forty million nine hundred twenty-three thousand three
hundred sixty-five) shares, each with a nominal value of Rp 500 (five hundred Rupiah)
per share. This amounts to a total of Rp 5,870,461,682,500 (five trillion eight hundred
seventy billion four hundred sixty-one million six hundred eighty-two thousand five
hundred Rupiah).
The Company has recorded Additional Paid-in Capital (Share Premium) as stated in the
Company's Financial Statements as of December 31st, 2025. These financial statements
have been audited by Saptoto Agustomo No. AP.0499 from the Public Accounting Firm
Amir Abadi Jusuf, Aryanto, Mawar & Partners with Report No. 00055/
2.1030/AU.1/07/0499-1/1/II/2026 dated February 6th, 2026. The amount of the audit
was Rp 6,347,491,000,000 (six trillion three hundred forty-seven billion four hundred
4
Page 5
ninety-one million Rupiah). The source of the Bonus Shares is derived from a portion of
the Additional Paid-in Capital (Share Premium).
The company's equity records are listed as follows in the financial statements:
(in IDR millions)
December 31 , 2025
st
December 31st, 2024
EQUITY
(audited) (audited)
Authorized Capital 13.500.000 13.500.000
27,000,000,000 shares with nominal value
of Rp 500 per share
Additional Paid-in Capital 5.870.462 5.870.462
11,740,923,365 shares
Additional Paid-in Capital 6.347.491 6.347.491
Other Comprehensive Income - net 3.597.504 2.291.442
General Reserve 1.841 1.786
Retained Earnings 9.259.060 6.671.020
TOTAL EQUITY 25.076.358 21.182.201
B. VALUE, RATIO OF PLANNED BONUS SHARE DISTRIBUTION
The proposed distribution of bonus shares to the Company's shareholders, derived from
the capitalization of Additional Paid-in Capital (Share Premium) as of December 31st,
2025, amounts to Rp 5,870,461,682,500 (five trillion eight hundred seventy billion four
hundred sixty-one million six hundred eighty-two thousand five hundred Rupiah), with
a value per share of Rp 500 (five hundred Rupiah). The number of new shares to be
issued from the Company's Bonus Shares is 11,740,923,365 (eleven billion seven
hundred forty million nine hundred twenty-three thousand three hundred sixty-five)
shares.
The distribution of bonus shares will be carried out proportionally to each
shareholder's share ownership of the company. In accordance with the decision of the
Board of Directors and Board of Commissioners Meeting on February 9th, 2026,
stipulated :
Bonus Share Distribution Ratio 1 (one) old share will receive 1 (one)
Bonus Share with a nominal value of
Rp 500 (five hundred Rupiah) per share
Bonus Share Issue Price Same as the Company's Nominal Share
Value, namely Rp 500.00 (five hundred
Rupiah) per share
The number of bonus shares to be 11,740,923,365 (eleven billion seven
issued and distributed to shareholders hundred forty million nine hundred
is hereby indicated twenty-three thousand three hundred
sixty-five) shares with a nominal value of
Rp 500 (five hundred Rupiah) per share
5
Page 6
C. BASIS FOR DETERMINING THE PRICE OF BONUS SHARES
The basis for determining the price of Bonus Shares derived from the capitalization of
Additional Paid-in Capital (Share Premium) refers to Article 9 of POJK No. 27/2020,
which stipulates that the number of shares to be distributed is determined based on
the par value of the shares.
D. INFORMATION ON THE COMPANY'S CAPITAL STRUCTURE BEFORE AND AFTER THE
DISTRIBUTION OF BONUS SHARES
The following is information on the company's capital performance before and after
the distribution of Bonus Shares:
Before Bonus Share Distribution After Bonus Share Distribution
DESCRPTION Number of
Number of Nominal Value Nominal Value
% Shares %
Shares Rp 500.00 per share Rp 500.00 per share
Authorized capital 27.000.000.000 13.500.000.000.000 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 13.624.447.228 6.812.223.614.000 54,02
2. Members of the 4.928.699.751 2.464.349.875.500 41,98 9.857.399.502 4.928.699.751.000 41,98
public with less
than 5% ownership
Total issued and 11.740.923.365 5.870.461.682.500 100 23.481.846.730 11.740.923.365.000 100
fully paid-up capital
E. TAXATION PROVISIONS RELATED TO BONUS SHARES RECEIVED BY SHAREHOLDERS IN
PROPORTION TO THEIR SHARE OWNERSHIP
Pursuant to Law of the Republic of Indonesia Number 7 of 2021 concerning
Harmonization of Tax Regulations as amended by Law of the Republic of Indonesia
Number 6 of 2023 concerning the Stipulation of Government Regulations in Lieu of
Law Number 2 of 2022 concerning Job Creation into Law (“Law No. 7/2021”) as
explained in article 4 paragraph (1) letter g, it is explained that the definition of
‘dividend’ includes the granting of bonus shares without deposit, including bonus
shares derived from the capitalization of Share Premium. Thus, shareholders who are
entitled to the bonus shares derived from the capitalization of Share Premium will be
subject to tax in accordance with the prevailing dividend income tax rates.
For Foreign Taxpayers (“WPLN”), the following provisions apply:
i. Shareholders whose countries do not have a Double Taxation Avoidance
Agreement (‘P3B’) on tax treaties with the Republic of Indonesia are subject to
20% (twenty percent) income tax in accordance with the provisions of Article 26
of Law No. 7/2021.
ii. Eligible shareholders who are non-resident foreign investors whose countries have
a tax treaty with the Republic of Indonesia will be subject to income tax at the
rate specified in the document in accordance with Minister of Finance Regulation
No. PMK 112 of 2025 dated on 30th December 2025 concerning Procedures for the
6
Page 7
Implementation of Tax Treaty Agreements submitted to PT Kustodian Sentral Efek
Indonesia (“KSEI”) through a Securities Company or Custodian Bank where the
shareholder opens their Securities Sub-Account (“SRE”), or to the Securities
Administration Bureau (“BAE”) of PT. Datindo Entrycom no later than 7 (seven)
days before the Bonus Share Distribution date.
The Company will deduct cash dividends to be distributed to shareholders on the
same schedule and date as the Bonus Share distribution, with tax deductions on Cash
Dividends and taxes on Bonus Shares received by the relevant WPLN.
F. PROCEDURES AND METHODS FOR DISTRIBUTING BONUS SHARES
In the event that the General Meeting of Shareholders approves the proposed
distribution of Bonus Shares derived from Additional Paid-in Capital (Share Premium),
the distribution of Bonus Shares shall be carried out in accordance with the following
procedures and methods:
1. Eligible Shareholders
Shareholders entitled to receive Bonus Shares are those listed in the Company's
Shareholder Register on April 13th 2026 (recording date).
2. Distribution of Bonus Shares
For shareholders of the Company whose shares are included in the collective
custody of KSEI, the Bonus Shares to which they are entitled will be distributed
through securities accounts in sub-securities accounts in the name of the
shareholders on April 30th, 2026.
The following is the Schedule for the Issuance of New Shares derived from
capitalization of Additional Paid-up Capital (Share Premium) distributed as Bonus
Shares to the Company's shareholders:
NO. DESCRIPTION DATE ESTIMATE
1. Notice of the Proposed General Meeting of
Shareholders ("AGMS") with the meeting agenda and
February 11th, 2026
an explanation of the proposed distribution of bonus
shares to shareholders.
2. Announcement of the AGMS through the Stock
February 20th, 2026
Exchange website and the Company's website.
3. The announcement of the Bonus Share Distribution
Plan to shareholders through the Stock Exchange February 20th, 2026
website and the Company's website.
4. The date of the list of shareholders entitled to attend
March 6th, 2026
the AGMS.
5. The date of the AGMS announcement via the Stock
March 9th, 2026
Exchange website and the Company's website.
6. Added Information on Bonus Share Distribution Plan
March 9th, 2026
from Share Premium Capitalization (if any)
7. Implementation of the AGMS. March 31st, 2026
7
Page 8
8. Announcement of Summary of AGMS Minutes April 2nd, 2026
9. An Announcement Regarding the Schedule and
Procedures for the Distribution of Cash Dividends and April 2nd, 2026
Bonus Shares.
10. The date of the list of shareholders entitled to
April 13th, 2026
receive cash dividends and bonus shares.
11. The end of the trading period with rights to dividends
and bonus shares (cum dividend and cum bonus):
- The Regular Market and Negotiation; April 9th, 2026
- The Cash Market. April 13th, 2026
12. Start of Trading Period Without Dividend and Bonus
Share Rights (Ex Dividend and Ex Bonus):
- The Regular Market and Negotiation; April 10th, 2026
- The Cash Market. April 14th, 2026
13. The date of distribution of cash dividends and bonus
April 30th, 2026
shares.
14. Report on the Implementation of Bonus Share
May 13th, 2026
Distribution reviewed by Accountants.
G. IMPACT ON THE COMPANY AND SHAREHOLDERS BEFORE AND AFTER THE
DISTRIBUTION OF BONUS SHARES DERIVED FROM THE CAPITALIZATION OF
ADDITIONAL PAID-IN CAPITAL (SHARE PREMIUM)
The proposed distribution of bonus shares derived from the capitalization of Additional
paid-in Capital (Share Premium) to shareholders in proportion to their share ownership
will result in a reduction in the Company's Share Premium, leaving a balance of
Rp 477,029,317,500 (four hundred seventy-seven billion twenty-nine million three
hundred seventeen thousand five hundred Rupiah). However, the fully paid-up capital
in the Company will increase to 23,481,846,730 (twenty-three billion four hundred
eighty-one million eight hundred forty-six thousand seven hundred thirty) shares.
WPLN shareholders will have their cash dividends deducted by the income tax payable
on the receipt of bonus shares.
The share price at the opening of trading on the Indonesia Stock Exchange on the date
of distribution of Bonus Shares will be adjusted by the Indonesia Stock Exchange using
the following formula:
Share price 1 trading day prior to distribution d X 11,740,923,365 shares Theoretical
23,481,846,730 shares price
8
Page 9
ADDITIONAL INFORMATION
If the Company's Shareholders require complete information regarding Bonus Shares, they
may contact the Company on any working day and during working hours at the following
address:
Corporate Secretary
PT Bank Mega Tbk
Menara Bank Mega,
Jl. Kapten Tendean 12-14A, Jakarta 12790
Telp. +62 21 79175000 Fax. +62 2179187100
corsec@bankmega.com
www.bankmega.com
Jakarta, February 20, 2026
PT Bank Mega Tbk.
Director
9
Names mentioned 28 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Bank Mega JI. Kapten Tendean
p.1
unresolved
org
PT Bank Karman
p.2 ×2
unresolved
person
Oe Siang Djie
· Notaris
p.2
unresolved
org
Minister of Justice
p.2
unresolved
person
Dharma Akhyuzi
· Notaris
p.2 ×3
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Bank Mega Building
p.2
unresolved
org
PT Datindo Entrycom
p.2 ×2
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
org
Mawar & Partners
p.3 ×3
unresolved
org
Bank Indonesia
p.4
unresolved
org
Indonesia Stock Exchange
p.4 ×3
unresolved
org
Minister of Finance Regulation No. PMK
p.6
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.7
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.