20250409_MEGA_Ringkasan Risalah//Risalah RUPS_31874010_lamp3.pdf

Attendance of the Company's Board of Commissioners and Directors in the Meeting
The Meeting was attended by the following members of the Board of Commissioners and of
the Board of Directors:

Board of Commissioners
1. Independent Commissioners         : Drs. Achjadi Ranuwisastra
2. Independent Commissioners         : Lambock V. Nahattands
3. Independent Commissioners         : Hizbullah

Board of Director
1. President Director                : Kostaman Thayib
2. Director                          : Yuni Lastianto.SE
3. Director                          : Madi Darmadi Lazuardi
4. Director                          : Martin Mulwanto
5. Director                          : Ir.C. Guntur Triyudianto
6. Director                          : YB Hariantono

Quorum of Attendance of Shareholder for the Meeting
The meeting was attended by the Shareholders and/or their proxies/representatives of the
Shareholders, both physically and through the eASY.KSEI application who represent
11,217,983,688 shares or constitute 95.55% of the votes of the total shares with valid voting
rights. issued by the Company up to the day of the Meeting, which amounted to
11,740,923,365 shares.

Questions and Answers
In each item on the Meeting Agenda, the Shareholders were given an opportunity to ask
questions or to give an opinion related to the discussion of the Meeting Agenda item. There
were no questions from the Shareholders on the agenda of the First Meeting up to the Seventh
Meeting.

Meeting Resolution Mechanism
Meeting Resolutions shall be made based on the physical vote and electronic vote through the
eASY.KSEI application. Meeting decisions are made through voting, namely by taking into
account physical votes and electronic votes through the eASY.KSEI application.

Meeting Result

First Meeting Agenda

   Affirmative Vote         Affirmative Vote       Abstain Vote*     Total of Affirmative Vote
 11,217,983,688 shares            NIL                   NIL          11,217,983,688 shares or
                                                                     100% of those present
Information:
*)   In accordance with the Company's Articles of Association and the provisions of the Financial
     Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and
     Implementation of a General Meeting of Shareholders of a Public Company, abstain votes are
     considered to cast the same vote as the votes of the majority of Shareholders who cast votes.
     Therefore, according to the calculation system of the Indonesian Central Securities Depository
     (KSEI) and the Securities Administration Bureau, the number of Abstain votes is added to the
     Affirmative votes.

Meeting Resolution:
1. Accepted and approved the Board of Directors Annual Report regarding the Management
    of the Company for the 2024 financial year, and the Board of Commissioners Supervisory
    Report for the financial year ending December 31st, 2024;

2.   Receive and ratify the Financial Statements for Fiscal Year 2023 which includes the
     Balance Sheet and Profit and Loss calculations which have been audited by the Public
     Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Partners with Report number
     00014/2.1030/AU.1/07/1298-2/1/II/2025 February 7th, 2025; and

3.   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
     2024 financial year as long as these actions are reflected in the Financial Statements

Second Meeting Agenda

   Affirmative Vote         Affirmative Vote       Abstain Vote*     Total of Affirmative Vote
 11,217,983,688 shares            NIL                   NIL          11,217,983,688 shares or
                                                                     100% of those present
Information:
*)   In accordance with the Company's Articles of Association and the provisions of the Financial
     Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and
     Implementation of a General Meeting of Shareholders of a Public Company, abstain votes are
     considered to cast the same vote as the votes of the majority of Shareholders who cast votes.
     Therefore, according to the calculation system of the Indonesian Central Securities Depository
     (KSEI) and the Securities Administration Bureau, the number of Abstain votes is added to the
     Affirmative votes.

Meeting Resolution:
1. Determining that the entire net profit of the Company for the financial year 2024,
    amounting to Rp2,631,054,084,207 (two trillion six hundred thirty one billion fifty four
    million eighty four thousand two hundred seven Rupiah), shall be utilised as follows:
    a. amounting to Rp54,084,207 (fifty-four million eighty-four thousand two hundred and
         seven Rupiah) shall be set aside as reserve fund to fulfil the provisions of Article 70
         of the Company Law;
    b. an amount of Rp1,052,400,000,000 (one trillion fifty-two billion four hundred million
         Rupiah) will be distributed to shareholders as cash dividends; and
    c. the remaining Rp1,578,600,000,000 (one trillion five hundred seventy-eight billion
         six hundred million Rupiah) will be recorded as retained earnings.

2.   Approve the distribution of cash dividends with the following provisions:
     a. The procedure and schedule for the distribution of cash dividends will be determined
         later;
     b. Payment of the cash dividends will be subject to tax deduction in accordance with
         the prevailing tax regulations.

3.   Approved the granting of power and authority to the Board of Directors to regulate the
     procedures and schedule for the payment of cash dividends and to announce them in
     accordance with the provisions of the prevailing laws and regulations.

Third Meeting Agenda

For the Third Meeting Agenda, no decision was made because it was only to be communicated
to the shareholders regarding the Company's Business Plan for 2025 and the Sustainable
Finance Action Plan Report.

Fourth Meeting Agenda

   Affirmative Vote         Affirmative Vote       Abstain Vote*     Total of Affirmative Vote
 11,217,983,688 shares            NIL                   NIL          11,217,983,688 shares or
                                                                     100% of those present
Information:
*)   In accordance with the Company's Articles of Association and the provisions of the Financial
     Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and
     Implementation of a General Meeting of Shareholders of a Public Company, abstain votes are
     considered to cast the same vote as the votes of the majority of Shareholders who cast votes.
     Therefore, according to the calculation system of the Indonesian Central Securities Depository
     (KSEI) and the Securities Administration Bureau, the number of Abstain votes is added to the
     Affirmative votes.

Meeting Resolution:
To authorize the Board of Commissioners, to appoint a Public Accounting Firm registered with
the Financial Services Authority, which will conduct an audit of the Company's financial year
2025 by taking into account the recommendations of the Audit Committee to obtain auditors
with the best quality and price.

Fifth Meeting Agenda

   Affirmative Vote         Affirmative Vote       Abstain Vote*     Total of Affirmative Vote
 11,217,983,688 shares            NIL                   NIL          11,217,983,688 shares or
                                                                     100% of those present
Information:
*)   In accordance with the Company's Articles of Association and the provisions of the Financial
     Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and
     Implementation of a General Meeting of Shareholders of a Public Company, abstain votes are
     considered to cast the same vote as the votes of the majority of Shareholders who cast votes.
     Therefore, according to the calculation system of the Indonesian Central Securities Depository
     (KSEI) and the Securities Administration Bureau, the number of Abstain votes is added to the
     Affirmative votes.

Meeting Resolution:
1. To accept the resignation of Mrs Lay Diza Larentie as Deputy President Director of the
    Company and Mr C. Guntur Triyudianto as Director of the Company and appointed
    Mr Heriwan Gazali as Director of the Company.

    With the above decision, the composition of the Company's Board of Directors is as
    follows:
    - President Director         : Kostaman Thayib
    - Vice President Director    : Erni (Indivara Erni)
    - Director                   : Madi Darmadi Lazuardi

     -   Director                    : Martin Mulwanto
     -   Director                    : YB Hariantono
     -   Director                    : Yuni Lastianto
     -   Director                    : Heriwan Gazali

     The appointment of Mr Heriwan Gazali is effective from the time he has obtained
     approval from the Financial Services Authority for the Fit and Proper Test and fulfils the
     prevailing laws and regulations, with a term of office until the Annual General Meeting of
     Shareholders held in 2029 (two thousand twenty nine) without prejudice to the right of
     the General Meeting of Shareholders to dismiss him at any time.

2.   Approved the granting of power of attorney to the Board of Directors of the Company to
     state the resolutions of this Meeting in a notarial deed and report it to the competent
     authorities.

Sixth Meeting Agenda

   Affirmative Vote         Affirmative Vote       Abstain Vote*     Total of Affirmative Vote
 11,217,983,688 shares            NIL                   NIL          11,217,983,688 shares or
                                                                     100% of those present
Information:
*)   In accordance with the Company's Articles of Association and the provisions of the Financial
     Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and
     Implementation of a General Meeting of Shareholders of a Public Company, abstain votes are
     considered to cast the same vote as the votes of the majority of Shareholders who cast votes.
     Therefore, according to the calculation system of the Indonesian Central Securities Depository
     (KSEI) and the Securities Administration Bureau, the number of Abstain votes is added to the
     Affirmative votes.

Meeting Resolution:
1. To determine the honorarium budget for all members of the Board of Commissioners in
    the amount of Rp1,115,000,000 (one billion one hundred fifteen million Rupiah) per
    month, tax borne by the Company, and to grant power and authority to the Board of
    Commissioners of the Company to determine the distribution and other benefits for each
    member of the Board of Commissioners, effective until otherwise decided at the next
    Annual General Meeting of Shareholders.

2.   Approved the granting of 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
     Board of Directors of the Company.

Seventh Meeting Agenda

   Affirmative Vote         Affirmative Vote       Abstain Vote*     Total of Affirmative Vote
 11,217,983,688 shares            NIL                   NIL          11,217,983,688 shares or
                                                                     100% of those present
Information:
*)   In accordance with the Company's Articles of Association and the provisions of the Financial
     Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and

          Implementation of a General Meeting of Shareholders of a Public Company, abstain votes are
          considered to cast the same vote as the votes of the majority of Shareholders who cast votes.
          Therefore, according to the calculation system of the Indonesian Central Securities Depository
          (KSEI) and the Securities Administration Bureau, the number of Abstain votes is added to the
          Affirmative votes.

Meeting Resolution:
1. Approved the update of the Company's Recovery Plan that has been prepared in the
    Recovery Plan Document for the period of 2024 and submitted by the Company to OJK in
    order to fulfil the provisions of POJK Number 5 of 2024 concerning Determination of
    Supervisory Status and Handling of Commercial Bank Problems, including changes in the
    trigger level of the CET1 indicator and refinement of the Excess GWM indicator as well as
    fulfilment of the adequacy and feasibility of deposits and/or debt instruments or
    investments that have the characteristics of capital owned by the Bank through the
    reissuance of Subordinated Debt (Subdebt) instruments that are private/without public
    offering and have a write down feature (in accordance with OJK Circular Letter No.
    20/SEOJK.03/2016) to replace Bank Mega's Subdebt of 2020 maturing in May 2025.

2.        Approved to grant power and authority to the Company's Board of Directors to carry out
          one or several options in the update of the Company's Recovery Plan by first obtaining
          the approval of the Board of Commissioners, including in the event of urgent situations
          and conditions, where the Company's Board of Directors must carry out one or several
          options in the update of the Company's Recovery Plan which requires the approval of the
          General Meeting of Shareholders, provided that it continues to pay attention to the
          provisions of laws and regulations in the Capital Market sector considering that the
          Company is a Public Company.

3.        Declared that the granting of such power and authority shall be effective as of the date
          on which the proposal put forward in this agenda is accepted and approved by this
          Meeting.

Announcement of this Summary of Meeting Minutes to comply with the provisions in Article 51
and Article 52 paragraph (1) of the Financial Services Authority Regulation Number
15/POJK.04/2020 concerning the Plan and Implementation of General Meeting of
Shareholders of Public Companies.


                  SCHEDULE AND PROCEDURE FOR DISTRIBUTION OF CASH DIVIDEND

Furthermore, in accordance with the resolution of the Second Meeting Agenda as mentioned
above where the Meeting has decided to pay out dividends from the Company's net profit for
the financial year 2024 amounting to Rp1,052,400,000,000 or Rp89,635198 per share to be
distributed to 11,740,923,365 shares of the Company, hereby notify the schedule and
procedures for the distribution of cash dividends for the financial year 2024 as follows:

Schedule of Cash Dividend Distribution

 No.                                   Description                                      Date
     1.      By the end of the Shares Trading Period With Dividend Rights
             (Cum Dividend)

            - Regular Market and Negotiation                                     April 15th 2025
            - Cash Market                                                        April 17th 2025

     2.   Initial Shares trading period Without Dividends Right (Ex
          Dividend)
          - Regular Market and Negotiation                                       April 16th 2025
        - - Cash Market                                                          April 21st 2025
        -
     3. Date of List of Shareholders whose entitled to dividends                 April 17th 2025
          (Recording Date)

     4.     Cash Dividend Payment Date for Financial Year 2024                   April 29th 2025


Procedure for Distribution of Cash Dividend

1.        Cash dividends will be distributed to shareholders of the Company whose names are
          registered in the Register of Shareholders (“DPS”) or on the recording date on April 17th,
          2025 (recording date) and/or owners of the shares in the Company in sub securities
          accounts in the Indonesia Central Securities Depository (“KSEI”) at the close of trading
          on April 17th, 2025.
2.        For the Company’s Shareholders whose shares are included in KSEI's collective custody,
          cash dividend payments will be made through KSEI and will be distributed on April 29th,
          2025 to the Customer Fund Account (“RDN”) at the Securities Company and/or Custodian
          Bank where the Shareholders open a sub securities account. Meanwhile, for the
          Company's shareholders whose shares are not included in the collective custody of KSEI,
          the cash dividend payment will be transferred to the account of the shareholders of the
          Company.
3.        a. Cash Dividend are subject to tax under the prevailing tax laws and regulations. The
              amount of tax imposed will be for the account of the Company’s Shareholders
              concerned and deducted from the amount of cash dividends forming the rights of the
              Company’s Shareholders concerned.
          b. In accordance with the tax laws and regulations, the cash dividends will be exempted
              from taxation if received by domestic corporate taxpayer shareholders ("WP Badan
              DN") and the Company does not withhold Income Tax on the cash dividends paid to
              the WP Badan DN. Cash dividends received by domestic individual taxpayer
              shareholders ("WPOP DN") will be exempted from tax object as long as the dividends
              are invested in the territory of the Unitary State of the Republic of Indonesia. For DN
              WPOPs that do not fulfill the investment conditions as mentioned above, the
              dividends received by them will be subject to income tax ("PPh") in accordance with
              the applicable laws and regulations, and the PPh must be paid by the relevant DN
              WPOP in accordance with the provisions of Government Regulation No. 9 of 2021
              concerning Tax Treatment to Support the Ease of Doing Business.
4.        The Company's shareholders may obtain confirmation of dividend payments through the
          securities company and/or custodian bank with which the Company's shareholders have
          opened a securities account, and then the Company's shareholders shall be responsible
          for reporting the receipt of dividends in the tax return for the relevant tax year in
          accordance with the prevailing tax laws and regulations.
5.        Shareholders who are Foreign Taxpayers whose tax withholding will use the rate based on
          the Double Taxation Avoidance Agreement ("P3B") must comply with the requirements of

the Director General of Taxes Regulation No. PER-25/PJ/2018 concerning Procedures for
Application of Double Taxation Avoidance Agreement and submitting a document of
record or receipt of DGT/SKD that has been uploaded to the website of the Directorate
General of Taxes to KSEI or BAE in accordance with the rules and regulations of KSEI,
without the said document, cash dividends paid will be subject to Article 26 Income Tax
of 20%.


                              Jakarta, April 9th 2025
                                PT Bank Mega Tbk
                                 Bord of Director