PT Bank Mega Tbk : 2022 Affiliated Transaction - The Transfer of Certain Assets and Liabilities from PT Allo Bank Tbk to PT Bank Mega Tbk

DISCLOSURE of INFORMATION

Related to Affiliated Transactions to fulfill the Financial Services Authority Regulation

("POJK") No. 42/POJK.04/2020 Concerning the Affiliated and Conflict of Interest

Transactions ("POJK 42/2020")

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 DISCLOUSRE 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

("Perseroan")

Kegiatan Usaha

Bidang Perbankan

Alamat Kantor Pusat

Menara Bank Mega,

Jl. Kapten Tendean Kav 12-14A, Jakarta 12790

Telp. [phone] Fax. [phone]

www.bankmega.com

THIS DISCLOSURE OF INFORMATION IS ISSUED IN CONJUNCTION WITH THE AFFILIATED TRANSACTION AS DEFINED IN FINANCIAL SERVICES AUTHORITY REGULATION ("POJK") No. 42/POJK.04/2020 CONCERNING THE AFFILIATED AND CONFLICT OF INTEREST

This Disclosure of Information issued in Jakarta dated June 8th 2022

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PREFACE

The Disclosure of Information is related to a transferring certain non-digital asset and liabilities from PT Allo Bank Indonesia Tbk ("Allo Bank") to PT Bank Mega Tbk ("Company") whereas detail of transaction as described in the Description of Transaction ("Transaction") below, and to comply with the provisions of the Financial Services Authority regulation regarding the Affiliated Transactions and Conflict of Interest Transaction ("POJK no.42/2020").

The Company and Allo Bank have the same majority and / or controlling shareholder, namely PT Mega Corpora ("Mega Corpora"), therefore, the transaction is an Affiliated Transaction and not as a Conflict of Interest transaction as stipulated on POJK No.42/2020.

This transaction is not a material transaction as defined in the Financial Services Authority regulation No.17/POJK.04/2020 regarding the Material Transaction and Changes in Business Activities ("POJK No.17/2020") due to the value of asset and liabilities received by the Company in conjunction with the Transaction is less than 20% of the Company total equity at RpRp19.144.462.387.338 as of December 31th 2021 based on the Company Financial Report audited by Public Accountant Firm ("KAP") of Kosasih, Nurdiyaman, Mulyadi, Tjahjo and Partners, while the asset value received by the Company is Rp908.130.634.083 or 4,74% of the total equity, and the liability value received by the Company is Rp566.293.741.013 or 2,96% of the Company total equity.

DESCRIPTION OF TRANSACTION

1. Date of Transaction

The Company has signed an Asset and Liability Transfer Agreement with Allo Bank on 6th June 2022 ("Transfer Agreement") which is the follow-up to the fulfillment of the preconditions as defined the Binding Agreement of Asset and Liabilities signed on 5th April 2022 ("Binding Agreement") between the Company and Allo Bank, and has obtained Fairness Opinion Report on the Transactions, in addition, Allo Bank has also obtained Independent Shareholders Approval at the General Meeting of Allo Bank Shareholders to conduct the Affiliated Transaction and Material Transaction as defined in the POJK No.42/2020 Jo. POJK No.17/2020. The approval of Independent shareholders was obtained on 19th May 2022 based on Deed of the General Meeting of Allo Bank Shareholders No.02 dated 19 May 2022.

In relation to the Transfer Agreement, what is transferred in the Transfer Agreement is owned by the Company. In the event according to the applicable provisions, the transferred asset and liabilities are not immediately transferred to the Company, it is therefore, the Company and Allo Bank agreed to take necessary actions to accomplish the transfer of the asset and liabilities.

2. Transaction Objek

The object of the Transaction Plan is the transfer of certain assets and liabilities owned by Allo Bank to the Company. Assets represent loans (including interest receivable), fixed assets (property and office equipments) and other assets (foreclosed assets and abandoned properties). Liabilities represents deposits from customer which consists of Current Accounts, Savings and Time Deposits (including accrued interest).

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3. Transaction Value

Transaction values based on the Transferred Agreement signed on 6th June 2022 as follow:

	Kelompok	Harga Pengalihan (Rp)
ASET
1	Credit (Includes Interest to be received is	698,092,925,395
2	Rp31.591.038.410)	175,355,510,798
Foreclosed Asset (AYDA)
3	Fixed Asset & Inventory	29,382,197,890
4	Abandoned Property	5,300,000,000
	Total	908,130,634,083
LIABILITIES
1	Current Account	43,022,376,825
2	Saving	48,432,994,371
3	Time Deposit (Includes Interest to be received is	474,838,369,817
	Rp1.043.992.591)	566,293,741,013
	Total
	Transfer Value (Nett)	341,836,893,070

The Public Appraisal Service Office of Toto Suharto and Partners ("KJPP") assigned by the Company has issued the Fairness Opinion Report No.00148/2.0055-00/BS/07/0060/1/IV/2022 dated 12 April 2022 ("Fairness Opinion Report") stated that asset and liabilities owned by Allo Bank which to be purchased by the Company is fair based on the analysisit toward asset and liabilities recorded in Allo Bank as of 31 December 2021 which has been audited by Public Accountant Firm (KAP) Kosasih, Nurdiyaman, Mulyadi, Tjahjo and Partners.

Furthermore, as stated in the Fairness Opinion Report and Binding Agreement, the asset and liabilities transfer price will be adjusted to the position of the transfer date based on the Transfer Agreement with the following formula:

1. If the amount of the assets and liabilities recorded in the Company's books at the Transfer Date is greater or less than the amount recorded on December 31, 2021, then the difference will be an addition or subtraction factor to the Transfer Price.
2. Assets that have been repaid or sold and liabilities to customers whose accounts have been closed prior to the Transfer Date are not taken into account.

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4. Parties in Transaction Plan A. 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 tanggal 15 April 1969 and was amended by Deed of Amendment No.47 tanggal 26 November 1969 , both was drawn up before MR. Oe Siang Djie, Notary in Surabaya. The deed has been approved by Minister of Justice of Republic of Indonesia based on Decree No. J.A 5/8/1 dated 16 January 1970 and announced in the State Gazette Republic of Indonesia No.13 dated 13 February 1970, Supplement No.55. Bank Mega Articles of Association have been amended several times and the last amendment was based on deed No.17 dated 23rd March 2022 drawn up before Dharma Akhyuzi, S.H. Notary in Jakarta, had obtained the Notification Receipt from the Minister of Law and Human Rights through Letter No. AHU-AH.01.03-0195605 dated 23 March 2022 and has been registered at Company Register No.AHU-0057461.AH.01.11.the year of 2022 dated 23 March 2022.

The Company Address:

The Company Address : Jl. Kapten Tendean Kav. 12-14A, Jakarta 12790

Telephone	: [phone]
Faximile	: [phone]
Website	: www.bankmega.com
e-mail	:[e-mail]

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

The Company's capital and shareholders composition is based on the Deed No. 17 dated 23 March 2022, drawn up before Dharma Akhyuzi,S.H., Notary in Jakarta, and based on tje report of Securities Administration Bureau, PT Datindo Entrycom as per 30 April 2022 which is as follow:

	DESCRIPTION		30 April 2022
	TOTAL SHARES	TOTAL NOMINAL	%
			Rp500,- per shares
Authorized Capital	27.000.000.000	13.500.000.000.000	-
Issued and fully paid-up capital
1.	PT Mega Corpora	6.811.830.514	3.405.915.257.000	58,02
2.	Public with shares below 5%	4.929.092.851	2.464.546.425.500	41,98
Total Issued and fully paid-up capital	11.740.923.365	5.870.461.682.500	100,00
Shares in Portepel	15.259.076.635	7.629.538.317.500	-

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Board of Management

Bank Mega Board of Commissioner as of the date this Disclosure of Information is based on the Deed no 10 dated 25 February 2022 drawn up before Dharma Akhyuzi, S.H., Notary in Jakarta, as follow:

Board of Commissioners
President Commissioner	: Chairul Tanjung
Vice President Commissioner	: Yungky Setiawan
Independent Commissioner	: Achjadi Ranuwisastra
Independent Commissioner	: Lambok V. Nahattands

Bank Mega Directors' as of the date this Disclosure of Information is based on the Deed No.01 dated 01 March 2019 drawn up before Dharma Akhyuzi, S.H.,Notary in Jakarta is as follow:

Directors:
President Director	: Kostaman Thayib
Credit Director	: Madi D. Lazuardi
Treasury & International Banking Director	: Martin Mulwanto
Risk Director	: Indivara Erni
Compliance & Human Capital Director	: Yuni Lastianto
Consumer Banking Director	: Lay Diza Larentie
Operations & IT Director	: C. Guntur Triyudianto

Important Financial Highlights of Bank Mega

The following is the Company's Financial Statements for the year ended December 31, 2021 which have been audited by the Public Accounting Firm Kosasih, Nurdiyaman, Mulyadi, Tjahjo

• Rekan (members of Crowe International), signed by Public Accountant Denny Susanto No. AP. 1671,, with fair opinion in all material respects in accordance with Report No.00017/2.1051/AU.1/07/1671-1/1/I/2022 dated 18 January 2022.

Highlight of Financial Report Position

		(million Rupiah)
	31 December 2021	31 December 2020
Total Asset	132.879.390	112.202.653
Total Liabilities	113.734.926	93.994.503
Total Equity	19.144.464	18.208.150

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