SHAREHOLDERS’ EQUITY Bank Mandiri Tbk (english)

PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2008 and 2007 Expressed in millions of Rupiah, unless otherwise stated 96

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a. Authorized, Issued and Fully Paid-up Capital continued 1. General Shareholders’ Meetings concerning increases in capital. 2. General Shareholders’ Meetings concerning changes in the composition of the Boards of Directors and Commissioners. 3. General Shareholders’ Meetings concerning changes in the Articles of Association. 4. General Shareholders’ Meetings concerning mergers, acquisitions and takeovers. 5. General Shareholders’ Meetings concerning dissolution and liquidation. The changes in the capital structure are based on the Minutes of Meeting regarding the amendment of the Articles of Association Pernyataan Keputusan Rapat Perubahan Anggaran Dasar of PT Bank Mandiri Persero as notarized by Sutjipto, S.H. No. 2 dated June 1, 2003. The amendment was approved by the Minister of Justice and Human Rights through decree No. C-12783 HT.01.04.TH.2003 dated June 6, 2003 and announced in Appendix No. 6590 of State Gazette of the Republic of Indonesia No. 63 dated August 8, 2003 Note 1d. The increase in issued and fully paid-up capital of Bank Mandiri from Rp4,251,000 to Rp10,000,000 was made through the following: 1. Partial return of fully paid-up capital of Rp251,000 to the Government as a part of the return of excess recapitalization fund of Rp1,412,000 which was retained by Bank Mandiri, and an increase in capital amounting to Rp1,000,000 from the capitalization of reserves, based on Government Regulation PP No. 262003 dated May 29, 2003, regarding the “Conversion of the Investment of the Republic of Indonesia into the Paid-in Capital of PT Bank Mandiri Persero”, and Decree of the Minister of State-Owned Enterprises, as the Bank’s shareholders’, No. KEP-154M-MBU2002 dated October 29, 2002. 2. Increase in fully paid-up capital of Rp5,000,000 from the capitalization of additional paid-up capital based on the Decree of the Minister of Finance of the Republic of Indonesia “KMK RI” No. 227202.022003 dated May 23, 2003 regarding “The final amount and implementation of the Government’s rights arising from the additional share participation of the Government of the Republic of Indonesia in PT Bank Mandiri Persero in connection with the general banking recapitalization program”. Based on the Extraordinary General Shareholders’ Meeting held on May 29, 2003, which was notarized on May 29, 2003 by Sutjipto, S.H., as per notarial deed No. 142 dated May 29, 2003, the shareholders’ agreed to among others, the introduction of an employee stock ownership plan through an Employee Stock Allocation Program ESA and a Management Stock Option Plan MSOP. The ESA consists of a Bonus Share Plan and a Share Purchase at Discount program. MSOP is directed to directors and senior management at certain levels and based on certain criteria. All costs and discounts related to the ESA program are recognized by the Bank through allocation of reserves. The management and execution of the ESA and MSOP programs is performed by the Board of Directors, while the supervision is performed by the Board of Commissioners Note 32. On July 14, 2003, the Government of the Republic of Indonesia divested 4,000,000,000 shares representing 20 of its shareholding in Bank Mandiri through an Initial Public Offering IPO. PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2008 and 2007 Expressed in millions of Rupiah, unless otherwise stated 97

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