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20250325_MEGA_Informasi Transaksi Afiliasi_31871149_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 10TH, 20TH AND 22ND
FLOORS OF THE MEGA BANK TOWER BUILDING, JAKARTA BETWEEN THE COMPANY AND PT
DUTA VISUAL NUSANTARA TIVI TUJUH (TRANS 7).
This Disclosure of Information issued in Jakarta dated March 25th 2025
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PREFACE
This information disclosure is made in connection with the Lease Agreement for Space in the
Menara Bank Mega Jakarta Jakarta Tendean Building between PT Duta Visual Nusantara Tivi Tujuh
("TRANS 7") 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 TRANS 7 have the same main shareholder and/or controller, namely PT CT
Corpora ("CT 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 IDR21,182,200,427,295,- (twenty one trillion one hundred eighty two billion two
hundred million four hundred twenty seven thousand two hundred ninety five rupiah) as of
December 31st 2024 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 TRANS 7 on
March 21st 2025, with the rental object in the form of a room located on the 10th, 20th and
22nd floors of the Bank Mega Jakarta Tower 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
10th, 20th and 22nd floors of the Bank Mega Jakarta Tower Building, and will be used by TRANS
7 as an Office Space with a total area of Rental Space of 3,900.4 m2 (three thousand nine
hundred four square meters) semi-gross, with an agreement period of 60 (sixty) months or 5
(five) years, starting from March 25th, 2025 to March 24th, 2030 and can be extended with
terms and conditions determined later by the Company.
The details of the rental space that will be used by TRANS 7 are as follows:
No. Floor Semi Gross Area (m2)
1. 10 1.226,80
2. 20 1.309,30
3. 22 1.364,30
Total 3.900,40
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3. TRANSACTION VALUE
The agreed space rental value for the 10th, 20th and 22nd floors of the Bank Mega Building is
Rp.155,000,- (one hundred and fifty-five thousand Rupiah) per square meter per month and
the agreed service charge is Rp.75,000,- (seventy-five thousand Rupiah) per square meter per
month. Therefore, the total transaction value of the renting a spacee of 3,900.4 m2 (three
thousand nine hundred four square meters) along with the service charge for 60 (sixty)
months or 5 (five) years is Rp.53,825,520,000,- (fifty-three billion eight hundred and twenty-
five million five hundred and twenty thousand Rupiah) before tax.
Considering the Company's Financial Statements for the year ended December 31st 2024 which
have been audited by RSM Indonesia and signed by Public Accountant Bimo Iman Santoso
No. AP. 1298, with a fair opinion in all material respects in accordance with Report
No. 00014/2.1030/AU.1/07/1298-2/1/II/2025 dated February 7th 2025, the Company's equity
was recorded at Rp21,182,200,427,295,- (twenty one trillion one hundred eighty two billion
two hundred million four hundred twenty seven thousand two hundred ninety five rupiah),
therefore, the transaction value represents only 0.25% (zero point twenty five percent) of the
Company's equity. Thus, it does not reach a material value 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. 02 dated March 4th 2024 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.01.09-0090709, dated March 4th, 2024.
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The Company Address:
The Company 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
No.02 dated March 4th 2024 made before Dharma Akhyuzi, S.H., Notary in Jakarta, the
capital and composition of the Company's shareholders as of February 28th 2025 are as
follows:
%
DESCRIPTION TOTAL TOTAL NOMINAL
SHARES Rp500,- per shares
Authorized Capital 27.000.000.000 13.500.000.000.000 -
Issued and fully paid-up capital
1. PT Mega Corpora 6.812.223.614 3.406.111.807.000 58,02
2. Public with shares below 5% 4.928.699.751 2.464.349.875.500 41,98
Total Issued and fully paid-up capital 11.740.923.365 5.870.461.682.500 100,00
Board of Management
Board of Commissioners
President Commissioner : Chairul Tanjung
Vice President Commissioner : Yungky Setiawan
Independent Commissioner : Achjadi Ranuwisastra
Independent Commissioner : Lambok V. Nahattands
Directors:
President Director : Kostaman Thayib
Vice President Director : Lay Diza Larentie*)
Vice President Director : Erni (Indivara Erni)
Credit Director : Madi D. Lazuardi
Treasury & International Banking Director : Martin Mulwanto
Operations Director : C. Guntur Triyudianto
IT Director : YB Hariantono
Compliance & Human Capital Director : Yuni Lastianto
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*) Vice President Director, Lay Diza Larentie, has submitted her resignation on January 14th 2025,
and has been reported to the Capital Market OJK in accordance with the letter of PT Bank
Mega Tbk No.007/COAF/25 and the Private Bank Supervision OJK No.008/COAF/25 dated
January 16th 2025. This resignation is effective after receiving approval at the Annual General
Meeting of Shareholders to be held on March 27th 2025.
B. TRANS 7
Based in South Jakarta, the company was established under the Deed of Establishment of PT
Duta Visual Nusantara No. 58, dated April 23rd 1999, along with the Deed of Amendment to its
Articles of Association No. 54, dated September 17th 1999. Both made before Mellyani Noor
Shandra, S.H., a Notary in Tangerang, and were approved by the Minister of Justice of the
Republic of Indonesia under Decree No. C-20894.HT.01.01.TH.99, dated December 29th 1999.
The Articles of Association of PT Duta Visual Nusantara Tivi Tujuh have been amended several
times, with the most recent changes outlined in the Deed of Amendment No. 21, dated
December 5th 2008, along with the Deed of Statement of Decisions from the Limited Liability
Company Meeting of PT Duta Visual Nusantara Tivi Tujuh No. 192, dated August 15th 2008.
Both documents were signed before Fransiscus Xaverius Budi Santoso Isbandi, S.H., a Notary
in Jakarta, and were approved by the Minister of Law and Human Rights of the Republic of
Indonesia, as stated in his Decree No. AHU-99506.AH.01.02.Tahun 2028, dated December 23rd,
2008.
Changes in the Composition of Shareholders based on the Deed of Statement of Shareholders'
Resolutions TRANS 7 No.90 dated December 21st 2009 made before Franciscus Xaverius Budi
Santoso Isbandi, SH, Notary in Jakarta and has been received and recorded as per the Letter
of Receipt of Notification of Changes to Company Data from the Minister of Law and Human
Rights of the Republic of Indonesia No.AHU-AH.01.10-00054 dated January 05th 2010.
The latest changes to the composition of the Board of Commissioners and Board of Directors
as referred to in the Deed of Statement of Shareholders' Resolutions of PT. Duta Visual
Nusantara Tivi Tujuh No. 06 dated June 7th 2021 made before Kumala Tjahjani Widodo,
SH.,MH.,M.Kn., 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.01.03-0417687 dated July 5th 2021.
TRANS 7 Office Address:
Address : Menara Bank Mega, 20th Floor
Jl. Kapten P. Tendean Kav 12-14A
Jakarta Selatan
Website : www.trans7.co.id
e-mail :-
Business Activities
Based on the provisions of Article 3 of the Articles of Association, TRANS 7 is engaged in the field
of private television broadcasting and programming activities and has obtained the latest
broadcasting permit from the Ministry of Communication and Information of the Republic of
Indonesia number 1277/T.02.02/2022 dated November 9th 2022.
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TRANS 7’s Capital and Shareholders Composition
Based on the Deed of Statement of Limited Liability Company Meeting Resolutions TRANS 7
No.192 dated August 15th 2008 and Deed of Amendment No.21 dated December 5th 2008 which
have obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia
based on Decree No.AHU-99506.AH.01.02.Tahun 2008 dated December 23rd 2008, and Deed of
Statement of Shareholders Resolutions TRANS 7 No.90 dated December 21st 2009 which have been
received and recorded as the Letter of Receipt of Notification of Changes to Company Data from
the Minister of Law and Human Rights of the Republic of Indonesia No.AHU-AH.01.10-00054 dated
January 5th 2010, the capital composition and shareholder structure of TRANS 7 are as follows:
TOTAL NOMINAL
TOTAL
DESCRIPTION Rp200.000,- %
SHARES
per shares
Authorized Capital 3.000.000 600.000.000.000
Issued and fully paid-up capital
1. PT Trans Media Corpora 252.300 50.460.000.000 30,00
2. PT Trans Rekan Media 210.250 42.050.000.000 25,00
3. PT Teletransmedia 378.450 75.690.000.000 45,00
Total Issued and fully paid-up capital 841.000 168.200.000.000 100,00
Board of Management
Based on the Deed of Statement of Shareholders' Decision of PT. Duta Visual Nusantara Tivi
Tujuh No.06 dated June 7, 2021 made before Kumala Tjahjani Widodo, SH.,MH.,M.Kn., Notary
in Jakarta, the composition of the TRANS 7 management is as follows:
Board of Commissioners
President Commissioner : Chairal Tanjung
Vice President Commissioner : Antonius Irwan Oetama
Commissioner : Ishadi Sutopo Kartosaputro
Commissioner : Remigius Harli Ojong
Directors
President Director : Nur Wahyuni Sulistiowati
Director : Christina Suswati Handayani
Director : Andi Chairil Edward
5. Affiliated Relationships Information
In Terms of Ownership
Transactions between Company and TRANS 7 are considered as am affiliated transaction as
referred to the POJK No.42/2020, because the Company and TRANS 7 are controlled directly
by the same party, namely PT.CT Corpora.
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From Management Perspective
Mr. Chairul Tanjung, as the Company's President Commissioner, has a blood relationship with
Mr. Chairal Tanjung, who is the President Commissioner of Trans 7.
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, TRANS 7 requires office space that will be
used as office space, by renting office space available on the 10th, 20th, and 22nd floors of the
Menara Bank Mega Jakarta Building along with service charges.
With the same ownership control, namely CT 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
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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 Rp. 53,825,520,000,- (fifty-three billion eight hundred
twenty-five million five hundred and twenty 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
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
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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 10th, 20th, and 22nd floors 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 TRANS 7 office space, with
details of the lease area as follows:
No. Floor Area semi gross
(m2)
1. 10 1.226,80
2. 20 1.309,30
3. 22 1.364,30
Total 3.900,40
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 31,
2024 and therefore is not recommended for other uses. This Asset Valuation Report is used to
support the Fairness Opinion.
D. ASSESSMENT DATE
The assessment date in this fairness opinion report is December 31st 2024.
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
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original document and the signatures, stamps, scribbles and marks contained in the
document are true;
iv. That the Government agency and/or party issuing and/or issuing permits, approvals,
licenses and/or proof of registration to the Company is an official and/or party
authorized to carry out such actions and is represented by the person(s) who is entitled
and has the permit, approval, license and/or proof of registration in question;
v. That in conducting this asset assessment, HMR does not provide legality for a
transaction in which the Company is a party or has an interest in the related assets;
vi. That in conducting this asset assessment, HMR does not check the
completeness/requirements that must be met as a guarantee for binding mortgage
rights, and therefore if this report is intended as a basis for credit granting policies by
banks, then the Company is obliged to check and ensure that these requirements are
met including the legality aspect;
vii. Unless expressly stated in this asset assessment report, it cannot be assumed that HMR
is obliged and has conducted a legality and/or debt examination of the assets being
assessed; HMR does not conduct research/investigation into the ownership and/or debt
and the validity of the documents of the assets being assessed, assuming that the rights
to the Property are clear and under legal ownership;
viii. That all disputes in the form of criminal or civil cases (both inside and outside the Court)
related to the assets being assessed are not the responsibility of HMR; in this assessment
the assets being assessed are as if they are free and clean under the responsibility
(property) of the Company;
ix. That HMR's responsibility is limited to the Company in question and HMR is not
responsible to other parties who use this Assessment Report;
x. That this Assessment Report is considered valid if there is a stamp (seal) and original
signature from HMR;
xi. That the value is given in Rupiah units based on the understanding that the property
market is in Rupiah currency.
xii. That the assessment fee is determined based on man-days and not based on the value
given in the Assessment Report;
xiii. That changes made by the Government or private parties related to the condition of the
asset, in this case rezoning, road widening, market conditions and so on are not the
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;
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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.
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 10th
floor with an area of 1,226.80 m2, the 20th floor with an area of 1,309.30 m2, and the 22nd
floor with an area of 1,364.30 m2 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, 2024 is IDR153,000 (One Hundred and Fifty Three
Thousand Rupiah) per square meter per month with a service charge of IDR77,000 (Seventy
Seven Thousand Rupiah) per square meter per month.
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2. SUMMARY OF FAIRNESS OPINION
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
The object of the Fairness Opinion is the plan for an affiliate transaction for the lease of
office space owned by the Company by TRANS 7 with the following details:
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No. Floor Area semi gross
(m2)
1. 10 1.226,80
2. 20 1.309,30
3. 22 1.364,30
Total 3.900,40
C. PURPOSE AND OBJECTIVES OF THE APPRAISER
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. ASSESSMENT DATE
The assessment date in this fairness opinion report is December 31st 2024.
E. ASSUMPTION AND LIMITATION CONDITION
i. This Fairness Opinion Report is a non-disclaimer opinion
ii. The financial statement projections come from the Company and have been adjusted to
reflect its ability to achieve (fiduciary duty);
iii. HMR is responsible for the fairness opinion report and the opinion in the fairness
opinion report;
iv. HMR assumes that after the date of issuance of the fairness opinion report, there have been
no changes that have a material effect on the transaction plan;
v. In conducting the analysis, HMR relies on data from the Company, both from financial data,
legality, information in the draft agreement related to the transaction plan, and so on;
vi. The truth, reliability, and accuracy of the data are the responsibility of the Company;
vii. Any changes to data and information that are only known after the date of the fairness
opinion report that can materially affect the results of the fairness opinion are not the
responsibility of HMR, and HMR is not responsible for updating the results of the fairness
opinion in the future;
viii. The fairness opinion is prepared based on market and economic conditions, general business
and financial conditions, and Government regulations on the date of this assessment;
ix. This fairness opinion must be viewed as a whole. The use of part of the analysis and
information without considering the contents of this fairness opinion as a whole, may lead to
a misleading view of the process underlying this fairness opinion;
x. In conducting an analysis of the industry related to the Company's business activities, HMR
has used data from external sources that it considers reliable;
xi. The Company's historical financial data is obtained from financial statements that have been
audited by an Independent Public Accountant registered with the Financial Services Authority,
so that HMR does not confirm and verify the accuracy of the data presented;
xii. HMR does not conduct due diligence on the legal and tax aspects of the Company or its
implications for the planned transaction;
xiii. HMR receives financial projections and calculation assumptions from the Company, and has
made several adjustments in accordance with the needs of providing a fairness opinion;
xiv. This fairness opinion report is open to the public except for confidential information that may
affect the Company's operations;
13
Page 14
This assessment cannot be interpreted or intended as an audit review or implementation
of certain procedures and is also not intended to reveal weaknesses in internal control,
errors, or irregularities in financial reporting, and/or violations of law.
F. APPROACHES AND ASSESSMENT METHODS
Methods used in the analysis of Fairness Opinion is as follows:
Transaction Analysis
Qualitative and Quantitative Analysis
Analysis on the fairness of the transaction
Analysis of other relevant factors
G. FAIRNESS OPINION ON TRANSACTION
Based on the analysis that has been conducted on the fairness of the Transaction which
includes transaction analysis, qualitative and quantitative analysis, analysis of the fairness
of the transaction, and analysis of other relevant factors, HMR is of the opinion that the
Transaction of renting office space on the 10th floor with an area of 1,226.80m2, the 20th
floor with an area of 1,309.30m2, and the 22nd floor with an area of 1,364.30m2 in the
Menara Bank Mega Tbk Building by the Company is FAIR.
SUMMARY OF PROFORMA FINANCIAL REPORT
The following presents Bank Mega's Financial Statements for the year ended December 31st 2024,
which have been audited by RSM Indonesia and signed by Public Accountant Bimo Iman Santoso No.
AP. 1298, with a fair opinion in all material respects in accordance with Report No.
00014/2.1030/AU.1/07/1298-2/1/II/2025 dated February 7th 2025.
▪ Summary of Financial Position
(in billion Rupiah)
Year Ended
Description
December 31, 2024 December 31, 2023
Financial Assets 126.474 123.464
Non Financial Assets 8.441 8.586
Total Asset 134.915 132.050
Loans 64.645 66.293
Third Party Funds 91.669 89.436
Financial Liabilities 113.009 109.370
Non Financial Liabilities 724 924
Total Liabilities 113.733 110.294
Total Equity 21.182 21.756
Total Liabilities & Equity 134.915 132.050
14
Page 15
▪ Summary of Financial Ratios
(in %)
Year Ended
Description
December 31, 2024 December 31, 2023
Return on Asset (ROA) 2,56 3,47
Return on Equity (ROE) 13,62 17,62
Loan to Deposit Ratio (LDR) 70,34 74,03
Capital Adequacy Ratio (CAR) 25,77 26,17
Net Interest Margin (NIM) 4,64 5,21
NPL (Non Performing Loan)-gross 1,69 1,57
BOPO 73,61 65,60
▪ Highlight of Comprehensive Income Statement
(in billion Rupiah)
Year Ended
Description
December 3, 2024 December31, 2023
Interest Income 10.289 10.217
Interest Expense (5.189) (4.685)
Intererest Income- nett 5.100 5.532
Other Operating Income 1.815 2.288
Other Operating Expense (3.684) (3.487)
Operating Income - nett 3.231 4.333
Non-Operating Income (Expense) - nett 26 10
Income before tax expense 3.257 4.343
Tax Expense - nett (626) (832)
Income for the year 2.631 3.511
Other Comprehensive income - nett (747) 448
Total Comprehensive Income for the year 1.884 3.959
Basic Earnings per Share (full amount) 224 299
Income attributable to the owners of the
2.631 3.511
parent entity
Comprehensive income attributable to owners
1.884 3.959
of the parent entity
15
Page 16
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 2024,
which have been audited by RSM Indonesia and signed by Public Accountant Bimo Iman
Santoso, License No. AP. 1298, with an opinion of fairness in all material respects in
accordance with Report No. 00014/2.1030/AU.1/07/1298-2/1/II/2025 dated February 7th
2025, the Company's equity is recorded at Rp 21,182,200,427,295 (twenty-one trillion, one
hundred eighty-two billion, two hundred million, four hundred twenty-seven thousand, two
hundred ninety-five rupiahs). Therefore, the transaction value is only 0.25% (zero point
twenty-five percent) of the Company's equity. Thus, it does not reach the material value as
referred to in the Financial Services Authority Regulation No. 42/POJK.04/2020 regarding
Affiliate Transactions and Conflicts of Interest Transactions.
5. Has received a Report from KJPP Herman Meirizki and Partners No.00003/2.0120-
04/BS/07/0627/1/III/2025 dated March 17, 2025 regarding the Fairness Opinion Report 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
Telp. +62 21 79175000 Fax. +62 2179187100
corsec@bankmega.com
www.bankmega.com
16
Names mentioned 49 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×8
unresolved
org
PT DUTA VISUAL NUSANTARA TIVI TUJUH
p.1 ×6
unresolved
org
Bank Mega Jakarta Jakarta Tendean Building
p.2
unresolved
org
PT CT Corpora
p.2
unresolved
org
Mawar & Rekan
p.2
unresolved
org
Bank Mega Tower
p.2
unresolved
org
Bank Mega Jakarta Tower Building
p.2 ×2
unresolved
org
Bank Mega Building
p.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 ×5
unresolved
org
Ministry of Law and Human Rights
p.3 ×3
unresolved
org
PT Duta Visual Nusantara
p.5
unresolved
person
Mellyani Noor Shandra
· Notaris
p.5
unresolved
org
Minister of Justice
p.5
unresolved
person
Fransiscus Xaverius Budi Santoso Isbandi
· Notaris
p.5 ×3
unresolved
person
Franciscus Xaverius Budi Santoso Isbandi
· Notaris
p.5 ×2
unresolved
person
Kumala Tjahjani Widodo
· Notaris
p.5 ×3
unresolved
org
Ministry of Communication and Information
p.5
unresolved
org
PT Trans Media Corpora
p.6
unresolved
org
PT Trans Rekan Media
p.6
unresolved
org
PT Teletransmedia
p.6
unresolved
org
Bank Mega Jakarta Building
p.7 ×2
unresolved
org
Ministry of Finance
p.8 ×2
unresolved
org
Minister of Finance
p.8 ×2
unresolved
person
Susi Meirizki
p.8 ×2
unresolved
—
MAPPI
p.8 ×2
unresolved
—
Public Appraiser License
p.8 ×2
unresolved
—
Service Field Classification
p.8 ×2
unresolved
org
Menara Bank Mega Tbk
p.14
unresolved
org
Bank Mega's Financial Statements
p.14
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
2160 ms
12 Sep 2026 22:52
Raw output
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