PT Bank Mega Tbk : 2025 Affiliated Transaction - Lease of Office Space at Menara Bank Mega Jakarta

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 2179187100www.bankmega.com

This Disclosure of Information issued in Jakarta dated March 25th 2025

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").

• 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:

• 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.

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

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:

Board of Management

Board of Commissioners

*) 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:

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.

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:

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

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.

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.

• 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

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.

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:

This assessment was assigned by PT. Bank Mega, Tbk. with the following data:

Website e-mail

:www.bankmega.com :[email protected]

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:

• 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

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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