20240306_MEGA_Ringkasan Risalah//Risalah RUPS_31594065_lamp4.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. Vice President Commissioners      : Yungky Setiawan
2. Independent Commissioners         : Drs. Achjadi Ranuwisastra
3. Independent Commissioners         : Lambock V. Nahattands
4. Independent Commissioners         : Hizbullah

Board of Directors
1. President Director                : Kostaman Thayib
2. Vice President Director           : Erni (Indivara Erni)
3. Vice President Director           : Lay Diza Larentie, SH
4. Director                          : Yuni Lastianto.SE
5. Director                          : Madi Darmadi Lazuardi
6. Director                          : Martin Mulwanto
7. Director                          : Ir.C. Guntur Triyudianto
8. 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
11,437,809,709 shares or constitute 97.42% 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 by way of deliberation for consensus. If
deliberation to reach consensus is not reached, then voting will be carried out, 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
 11,437,809,709 shares           NIL                   NIL          11,437,809,709 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 2023 financial year, and the Board of Commissioners Supervisory
    Report for the financial year ending December 31st, 2023;
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
    00010/2.1030/AU.1/07/1298-1/1/I/2024 January 26th, 2024; 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
    2023 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
 11,437,809,709 shares            NIL                   NIL          11,437,809,709 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 2023
    amounting to Rp3,510,670,054,189 (three trillion five hundred ten billion six hundred
    seventy million fifty four thousand one hundred eighty nine Rupiah) be used as follows:
    a. in the amount of Rp70,054,189 (seventy million fifty four thousand one hundred
       eighty nine Rupiah) shall be set aside as reserve fund to fulfill the provisions of
       Article 70 of the Company Law;
    b. an amount of Rp2,457,420,000,000 (two trillion four hundred fifty-seven billion four
       hundred twenty million Rupiah) shall be distributed to the shareholders as cash
       dividends; and
    c. the remaining amount of Rp1,053,180,000,000 (one trillion fifty-three billion one
       hundred eighty million Rupiah) shall 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 2024 and the Sustainable
Finance Action Plan Report.

Fourth Meeting Agenda

    Affirmative Vote        Affirmative Vote       Abstain Vote*      Total of Affirmative Vote
 11,437,809,709 shares            NIL                   NIL          11,437,809,709 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
2024 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
 11,437,809,709 shares            NIL                   NIL          11,437,809,709 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 Mr. Yungky Setiawan as Vice President Commissioner of the
    Company.
    With the above decision, the composition of the Company's Board of Commissioners is as
    follows:
    - President Commissioner      : Chairul Tanjung
    - Independent Commissioners : Achjadi Ranuwisastra

     - Independent Commissioners : Lambock V. Nahattands
     - Independent Commissioners : Hizbullah

2.   Reappointed the members of the Board of Directors of the Company with the following
     composition:
     - President Director            : Kostaman Thayib
     - Vice President Director       : Indivara Erni
     - Vice President Director       : Lay Diza Larentie
     - Director                      : Yuni Lastianto
     - Director                      : Madi Darmadi Lazuardi
     - Director                      : Martin Mulwanto
     - Director                      : C. Guntur Triyudianto
     - Director                      : YB Hariantono
     Such reappointment shall be effective as of the closing of this Meeting 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.

3.   Approved the authorization to the Board of Directors of the Company to state the
     resolutions of this Meeting in a notarial deed and report the changes in the composition
     of the Board of Commissioners and the reappointment of all members of the Board of
     Directors of the Company to the competent authorities.

Sixth Meeting Agenda

    Affirmative Vote        Affirmative Vote       Abstain Vote*      Total of Affirmative Vote
 11,437,809,709 shares            NIL                   NIL          11,437,809,709 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
 11,437,809,709 shares            NIL                   NIL          11,437,809,709 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. Approve the update of the Company's Recovery Plan which has been prepared in the
    Recovery Plan Document for the period of 2023 and submitted by the Company to OJK in
    order to fulfill the provisions of POJK Number 14/POJK.03/2017, including changes to the
    trigger level of the Company's Statutory Reserves indicator.

2.   Approved to grant power and authority to the Board of Directors of the Company to carry
     out one or more options in updating the Company's Recovery Plan with the prior approval
     of the Board of Commissioners, including in the event of urgent situations and conditions,
     where the Board of Directors of the Company must carry out one or more options in
     updating 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 2023 amounting to Rp2,457,420,000,000,- or Rp209.303810 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 2023 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                                     March 13th, 2024
            - Cash Market                                                        March 15th, 2024

     2.   Initial Shares trading period Without Dividends Right
          (Ex Dividend)
          - Regular Market and Negotiation                                       March 14th, 2024
        - - Cash Market                                                          March 18th, 2024
        -
     3. Date of List of Shareholders whose entitled to dividends                 March 15th, 2024
          (Recording Date)

     4.     Cash Dividend Payment Date for Financial Year 2023                   March 27th, 2024


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 March 15th,
          2024 (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 March 15th, 2024.
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 March 27th,
          2024 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, March 05th 2024
                                     PT Bank Mega Tbk
                                     Board of Directors