20250305_MEGA_Pemanggilan RUPS_31866561_lamp3.pdf

   comply with the provisions of Article 70 UUPT, to be distributed as cash dividends
   and to give 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 2024 financial year as
   retained earnings.

3. Board of Directors Business Plan Report Year 2025 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 2025 Work Plan
   and the Company's Sustainable Finance Action Plan for 2025.

4. Appointment of the Public Accountant Office to audit the Company's Annual
   Report for the 2025 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 2025.

5. Changes of the Structure of the Company’s Management.

   Explanation:

   In connection with the resignation of Mrs. Lay Diza Larantie as the Vice President
   Director of the Company, the Company will propose to the Meeting to approve
   changes to the composition of the Company's management in accordance with the
   provisions of the Company's Articles of Association.

6. The determination of honorarium and other allowances for Board of
   Commissioners and Board of Directors for Year 2025, as well as the Division of
   Duties and Authorities of the Board of Directors.

   Explanation:

   Referring to the provisions: (i) 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 2025 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
         2025.

  7. Approval on the Update to the Company’s Recovery Plan Update.

         Explanation:

         Referring to Article 43 of the Financial Services Authority Regulation of the
         Republic of Indonesia Number 5 of 2024 concerning the Determination of
         Supervision Status and Resolution of Issues in Commercial Banks ("POJK 5/2024"),
         Banks are required to update the Recovery Plan periodically at least once (1) a year.
         The update to the Recovery Plan, which includes changes to: (a) trigger levels; (b)
         recovery options; and/or (c) fulfillment of the adequacy and eligibility of deposits
         and/or debt instruments or investments with capital-like characteristics owned by
         the Bank, must obtain shareholder approval at the General Meeting of Shareholders
         (GMS).

         The Company will propose to the Meeting to approve the update to the Recovery
         Plan as set out in the 2024 Recovery Action Plan document, which has been
         submitted by the Company to the Financial Services Authority. The 2024 Recovery
         Action Plan update includes adjustments to the trigger level of the CET1 indicator,
         the GWM trigger level, and the issuance of Subordinated Debt (subdebt) on a
         private placement basis / without public offering, with a write-down feature (in
         accordance with Financial Services Authority Circular Letter Number
         20/SEOJK.03/2016) as part of fulfilling the adequacy and eligibility of deposits
         and/or debt instruments or investments with capital-like characteristics.

Presence and Decision Quorum Explanation:

  1.     Meetings are legitimate 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.

  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.

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.     Participation of Shareholders in the Meeting, can be done with the following
         mechanism:
         a. attend the Meeting physically with obligation to follow the safety and health
            protocols that apply to the building where the Meeting is being held;
         b. attend the Meeting electronically through the eASY.KSEI application provided
            by KSEI and observe the Meeting via Zoom on the KSEI Securities Ownership
            Reference facility (AKSes.KSEI), by registering electronically from the date of
            this Meeting invitation until no later than 09.00 WIB before the Meeting starts;
            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 6.c.

3.   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 Tuesday, March 4th, 2025, at 16.00 Western Indonesian
     Time (WIB).

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 2 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 one (1)
              Meeting agenda item in the eASY.KSEI application by the deadline stated in
              point 2 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 one (1) Meeting agenda
              item in the eASY.KSEI application by the deadline stated in point 2 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 2 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 one (1) or all Meeting agenda items in the eASY.KSEI
              application by the deadline stated in point 2 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 – 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 three (3) 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.
        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.a.i – 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 five (5) 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 five (5) 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 2.b can watch the
             ongoing Meeting via Zoom webinar by accessing the eASY.KSEI menu, the
             GMS      Live   streaming     sub-menu     on      the    AKSes       platform
             (https://akses.ksei.co.id).
        ii. The GMS Live streaming 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 Live streaming 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.a.i – v.
        iii. Shareholders or proxies who only watch the Meeting through the GMS Live
             streaming without electronic registration in the eASY.KSEI application will
             be considered invalid attendees, and their presence will not be counted in
             the quorum.
        iv. For the best experience in using the eASY.KSEI application and/or the GMS
             Live streaming, 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) Sending it to Jl. Hayam Wuruk No. 28, 2nd Floor, Central Jakarta -
             10120, Phone: (021) 350 8077, Fax: (021) 350 8078, no later than Monday,
             March 24th 2025; or (b) Submitting it directly to the Share Registrar at the
             Meeting venue before the registration closes.

     b. Procedure for Submitting Questions and/or Opinions for Shareholders Attending
        Physically
        i. Shareholders or their proxies will be given three (3) 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. 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 5th, 2025

                           PT Bank Mega Tbk
                           Board of Directors