PT Bank Mega Tbk : 2026 Distribution of Bonus Shares

(the "Company")

The field of conventional banking is where they operate.

Domicilied in Jakarta Selatan

Menara Bank Mega

JI. Kapten Tendean Kav 12 - 14A, Jakarta 12790 Telp. +62 21 79175000 Fax. +62 2179187100

Website: https://www.bankmega.com Email: [email protected]

In order to strengthen the Company's capital structure and increase the number of Company Shares, which is one of the Company's efforts to increase the number of shares owned by shareholders so that trading on the Stock Exchange is expected to become more liquid, the Company plans to distribute bonus shares derived from Share Premium Capitalization.

The following is general information about the Company:

1. GENERAL INFORMATION ABOUT THE COMPANY

   The Company is a limited liability company based in South Jakarta, established under the name PT Bank Karman based on the Limited Liability Company Deed 'PT Bank Karman' No. 32 dated April 15th, 1969, which was subsequently amended by Amendment Deed No. 47 dated November 26th, 1969. Both of which were drawn up before Oe Siang Djie, S.H., Notary in Surabaya and approved by the Minister of Justice of the Republic of Indonesia as referred to in Decree No. J.A 5/8/1 dated on 16th January 1970 and announced in the State Gazette of the Republic of Indonesia No.13 dated on February 13th, 1970, Supplement to the State Gazette No.55. The Company's Articles of Association have undergone several amendments, the latest amendment as referred to in the Deed of Amendment to the Articles of Association of PT Bank Mega Tbk No. 08, dated February 27th, 2023, drawn up before Dharma Akhyuzi, S.H., Notary in Jakarta, which has been approved by the Minister of Law and Human Rights of the Republic of Indonesia in his Decree No. AHU-0015234.AH.01.02. Year 2023, dated March 10th, 2023, and the amendment to the articles of association has been accepted and recorded in the Legal Entity Administration System of the Ministry of Law and Human Rights of the Republic of Indonesia as stated in its letter No. AHU-AH-01.03-0038091 dated March 10th, 2023.

   According to Article 3 of the Company's Articles of Association, the purpose and objective of the Company is to conduct financial activities in the form of conventional banking and to achieve this purpose and objective, the Company conducts activities as a Conventional Commercial Bank.

   The Company's Head Office is located at Menara Bank Mega Building, Jalan Kapten

   P. Tendean No. 12-14A, Mampang Prapatan, South Jakarta - 12790.

2. CAPITAL AND SHAREHOLDER STRUCTURE OF THE COMPANY

   Based on the Company's Shareholder Register as of January 31st, 2026 issued by PT Datindo Entrycom as the Company's Securities Administration Bureau, the Company's capital structure and shareholder structure of are as follows:

   DESCRIPTION	NUMBERS OF SHARES	NOMINAL VAUE Rp500,- PER SHARE	%
   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. Members of the public with less than 5% ownership	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

3. COMPOSITION OF THE COMPANY'S BOARD OF COMMISSIONERS AND DIRECTORS

   The composition of the Board of Commissioners and Directors of the Company is based on the Deed of Statement of Meeting Resolution of PT Bank Mega Tbk No. 11 dated March 27th, 2025, drawn up before Dharma Akhyuzi, S.H., 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.01.09-0182026 dated April 11th, 2025, is as follows:

   Board of Commissioners:

   President Commissioner : Chairul Tanjung

   Independent Commissioner : Achjadi Ranuwisastra

   Independent Commissioner : Lambok V. Nahattands

   Independent Commissioner : Hizbullah

   Board of Directors:

   President Director : Kostaman Thayib

   Vice President Director : Indivara Erni

   Director : Madi Darmadi Lazuardi

   Director : Martin Mulwanto

   Director : Heriwan Gazali

   Director : YB Hariantono

   Director : Yuni Lastianto

4. SUMMARY OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS

The Company's Financial Statements for the 12 month period ending on December 31st, 2025 have been audited by the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Partners (RSM Indonesia) and signed by Saptoto Agustomo, in accordance with report No. 00055/2.1030/AU.1/07/0499-1/1/II/2026 dated February 6th, 2026. Meanwhile, the Company's Financial Report for the 12 (twelve) month period ending on December 31st, 2024 has been audited by the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Partners (RSM Indonesia) and signed by Bimo Iman Santoso, in accordance with Report No. 00014/2.1030/AU.1/07/1298-2/1/II/2025 dated February 7th, 2025.

(in IDR million )

( in IDR million)

The Company has announced the General Meeting of Shareholders through the Indonesia Stock Exchange website www.idx.co.id ,the Company's website www.bankmega.com and eASY.KSEI website https://akses.ksei.co.id on February 20th, 2026.

The General Meeting of Shareholders will be held on March 31st, 2026 with the following agenda items, as follows:

1. Approval of the distribution of bonus shares originating from the capitalization of additional paid-in capital (Share Premium).

2. Approval of amendments to the Articles of Association.

   The following is an explanation of the proposed bonus share distribution:

   1. THE SOURCE OF CAPITALIZATION IS TO BE DISTRIBUTED AS BONUS SHARES

      Currently, the Company's issued and fully paid-up capital consists of 11,740,923,365 (eleven billion seven hundred forty million nine hundred twenty-three thousand three hundred sixty-five) shares, each with a nominal value of Rp 500 (five hundred Rupiah) per share. This amounts to a total of Rp 5,870,461,682,500 (five trillion eight hundred seventy billion four hundred sixty-one million six hundred eighty-two thousand five hundred Rupiah).

      The Company has recorded Additional Paid-in Capital (Share Premium) as stated in the Company's Financial Statements as of December 31st, 2025. These financial statements have been audited by Saptoto Agustomo No. AP.0499 from the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Partners with Report No. 00055/ 2.1030/AU.1/07/0499-1/1/II/2026 dated February 6th, 2026. The amount of the audit was Rp 6,347,491,000,000 (six trillion three hundred forty-seven billion four hundred

      ninety-one million Rupiah). The source of the Bonus Shares is derived from a portion of the Additional Paid-in Capital (Share Premium).

      The company's equity records are listed as follows in the financial statements:

      (in IDR millions)

      EQUITY	December 31st, 2025 (audited)	December 31st, 2024 (audited)
      Authorized Capital 27,000,000,000 shares with nominal value of Rp 500 per share	13.500.000	13.500.000
      Additional Paid-in Capital 11,740,923,365 shares	5.870.462	5.870.462
      Additional Paid-in Capital	6.347.491	6.347.491
      Other Comprehensive Income - net	3.597.504	2.291.442
      General Reserve	1.841	1.786
      Retained Earnings	9.259.060	6.671.020
      TOTAL EQUITY	25.076.358	21.182.201

   2. VALUE, RATIO OF PLANNED BONUS SHARE DISTRIBUTION

      The proposed distribution of bonus shares to the Company's shareholders, derived from the capitalization of Additional Paid-in Capital (Share Premium) as of December 31st, 2025, amounts to Rp 5,870,461,682,500 (five trillion eight hundred seventy billion four hundred sixty-one million six hundred eighty-two thousand five hundred Rupiah), with a value per share of Rp 500 (five hundred Rupiah). The number of new shares to be issued from the Company's Bonus Shares is 11,740,923,365 (eleven billion seven hundred forty million nine hundred twenty-three thousand three hundred sixty-five) shares.

      The distribution of bonus shares will be carried out proportionally to each shareholder's share ownership of the company. In accordance with the decision of the Board of Directors and Board of Commissioners Meeting on February 9th, 2026, stipulated :

      Bonus Share Distribution Ratio	1 (one) old share will receive 1 (one) Bonus Share with a nominal value of Rp 500 (five hundred Rupiah) per share
      Bonus Share Issue Price	Same as the Company's Nominal Share Value, namely Rp 500.00 (five hundred Rupiah) per share
      The number of bonus shares to be issued and distributed to shareholders is hereby indicated	11,740,923,365 (eleven billion seven hundred forty million nine hundred twenty-three thousand three hundred sixty-five) shares with a nominal value of Rp 500 (five hundred Rupiah) per share

   3. BASIS FOR DETERMINING THE PRICE OF BONUS SHARES

      The basis for determining the price of Bonus Shares derived from the capitalization of Additional Paid-in Capital (Share Premium) refers to Article 9 of POJK No. 27/2020, which stipulates that the number of shares to be distributed is determined based on the par value of the shares.

   4. INFORMATION ON THE COMPANY'S CAPITAL STRUCTURE BEFORE AND AFTER THE DISTRIBUTION OF BONUS SHARES

      The following is information on the company's capital performance before and after the distribution of Bonus Shares:

      DESCRPTION	Before Bonus Share Distribution			After Bonus Share Distribution
      	Number of Shares	Nominal Value Rp 500.00 per share	%	Number of Shares	Nominal Value Rp 500.00 per share	%
      Authorized capital	27.000.000.000	13.500.000.000.000		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	13.624.447.228	6.812.223.614.000	54,02
      2. Members of the public with less than 5% ownership	4.928.699.751	2.464.349.875.500	41,98	9.857.399.502	4.928.699.751.000	41,98
      Total issued and fully paid-up capital	11.740.923.365	5.870.461.682.500	100	23.481.846.730	11.740.923.365.000	100

   5. TAXATION PROVISIONS RELATED TO BONUS SHARES RECEIVED BY SHAREHOLDERS IN PROPORTION TO THEIR SHARE OWNERSHIP

      Pursuant to Law of the Republic of Indonesia Number 7 of 2021 concerning Harmonization of Tax Regulations as amended by Law of the Republic of Indonesia Number 6 of 2023 concerning the Stipulation of Government Regulations in Lieu of Law Number 2 of 2022 concerning Job Creation into Law ("Law No. 7/2021") as explained in article 4 paragraph (1) letter g, it is explained that the definition of 'dividend' includes the granting of bonus shares without deposit, including bonus shares derived from the capitalization of Share Premium. Thus, shareholders who are entitled to the bonus shares derived from the capitalization of Share Premium will be subject to tax in accordance with the prevailing dividend income tax rates.

      For Foreign Taxpayers ("WPLN"), the following provisions apply:

      1. Shareholders whose countries do not have a Double Taxation Avoidance Agreement ('P3B') on tax treaties with the Republic of Indonesia are subject to 20% (twenty percent) income tax in accordance with the provisions of Article 26 of Law No. 7/2021.

      2. Eligible shareholders who are non-resident foreign investors whose countries have a tax treaty with the Republic of Indonesia will be subject to income tax at the rate specified in the document in accordance with Minister of Finance Regulation No. PMK 112 of 2025 dated on 30th December 2025 concerning Procedures for the

         Implementation of Tax Treaty Agreements submitted to PT Kustodian Sentral Efek Indonesia ("KSEI") through a Securities Company or Custodian Bank where the shareholder opens their Securities Sub-Account ("SRE"), or to the Securities Administration Bureau ("BAE") of PT. Datindo Entrycom no later than 7 (seven) days before the Bonus Share Distribution date.

         The Company will deduct cash dividends to be distributed to shareholders on the same schedule and date as the Bonus Share distribution, with tax deductions on Cash Dividends and taxes on Bonus Shares received by the relevant WPLN.

   6. PROCEDURES AND METHODS FOR DISTRIBUTING BONUS SHARES

      In the event that the General Meeting of Shareholders approves the proposed distribution of Bonus Shares derived from Additional Paid-in Capital (Share Premium), the distribution of Bonus Shares shall be carried out in accordance with the following procedures and methods:

      1. Eligible Shareholders

         Shareholders entitled to receive Bonus Shares are those listed in the Company's Shareholder Register on April 13th 2026 (recording date).

      2. Distribution of Bonus Shares

      For shareholders of the Company whose shares are included in the collective custody of KSEI, the Bonus Shares to which they are entitled will be distributed through securities accounts in sub-securities accounts in the name of the shareholders on April 30th, 2026.

      The following is the Schedule for the Issuance of New Shares derived from capitalization of Additional Paid-up Capital (Share Premium) distributed as Bonus Shares to the Company's shareholders:

      NO.	DESCRIPTION	DATE ESTIMATE
      1.	Notice of the Proposed General Meeting of Shareholders ("AGMS") with the meeting agenda and an explanation of the proposed distribution of bonus shares to shareholders.	February 11th, 2026
      2.	Announcement of the AGMS through the Stock Exchange website and the Company's website.	February 20th, 2026
      3.	The announcement of the Bonus Share Distribution Plan to shareholders through the Stock Exchange website and the Company's website.	February 20th, 2026
      4.	The date of the list of shareholders entitled to attend the AGMS.	March 6th, 2026
      5.	The date of the AGMS announcement via the Stock Exchange website and the Company's website.	March 9th, 2026
      6.	Added Information on Bonus Share Distribution Plan from Share Premium Capitalization (if any)	March 9th, 2026
      7.	Implementation of the AGMS.	March 31st, 2026

      8.	Announcement of Summary of AGMS Minutes	April 2nd, 2026
      9.	An Announcement Regarding the Schedule and Procedures for the Distribution of Cash Dividends and Bonus Shares.	April 2nd, 2026
      10.	The date of the list of shareholders entitled to receive cash dividends and bonus shares.	April 13th, 2026
      11.	The end of the trading period with rights to dividends and bonus shares (cum dividend and cum bonus):	April 9th, 2026 April 13th, 2026
      12.	Start of Trading Period Without Dividend and Bonus Share Rights (Ex Dividend and Ex Bonus):	April 10th, 2026 April 14th, 2026
      13.	The date of distribution of cash dividends and bonus shares.	April 30th, 2026
      14.	Report on the Implementation of Bonus Share Distribution reviewed by Accountants.	May 13th, 2026

      • The Regular Market and Negotiation;

      • The Cash Market.

      • The Regular Market and Negotiation;

      • The Cash Market.

   7. IMPACT ON THE COMPANY AND SHAREHOLDERS BEFORE AND AFTER THE DISTRIBUTION OF BONUS SHARES DERIVED FROM THE CAPITALIZATION OF ADDITIONAL PAID-IN CAPITAL (SHARE PREMIUM)

The proposed distribution of bonus shares derived from the capitalization of Additional paid-in Capital (Share Premium) to shareholders in proportion to their share ownership will result in a reduction in the Company's Share Premium, leaving a balance of Rp 477,029,317,500 (four hundred seventy-seven billion twenty-nine million three hundred seventeen thousand five hundred Rupiah). However, the fully paid-up capital in the Company will increase to 23,481,846,730 (twenty-three billion four hundred eighty-one million eight hundred forty-six thousand seven hundred thirty) shares.

WPLN shareholders will have their cash dividends deducted by the income tax payable on the receipt of bonus shares.

The share price at the opening of trading on the Indonesia Stock Exchange on the date of distribution of Bonus Shares will be adjusted by the Indonesia Stock Exchange using the following formula:

Share price 1 trading day prior to distribution d X 11,740,923,365 shares23,481,846,730 shares

Theoretical price

ADDITIONAL INFORMATION

If the Company's Shareholders require complete information regarding Bonus Shares, they may contact the Company on any working day and during working hours at the following address:

Corporate Secretary PT Bank Mega Tbk Menara Bank Mega,

Jl. Kapten Tendean 12-14A, Jakarta 12790 Telp. +62 21 79175000 Fax. +62 2179187100

[email protected] https://www.bankmega.com