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
95
31. SHAREHOLDERS’ EQUITY continued
a. Authorized, Issued and Fully Paid-up Capital continued The establishment of issued and fully paid-up capital amounting to Rp4,000,000 by the Republic of
Indonesia at the date of establishment of Bank Mandiri was carried out as follows:
1. Cash payment through Bank Indonesia amounting to Rp1,600,004. 2. Placements in shares of stocks recorded as investments in shares of the Merged Banks amounting
to Rp599,999 each or totaling Rp2,399,996, through the transfer of shares of the Republic of Indonesia in each of the Merged Banks to Bank Mandiri, as resolved during the respective
Extraordinary General Meetings of the Merged Banks. Based on the agreement “inbreng” notarized by deed No. 9 of Sutjipto, S.H. dated October 2, 1998, Bank Mandiri and the Republic of
Indonesia, agreed to transfer those shares inbreng as payment for new shares to be issued by Bank Mandiri.
Based on the amendments to the Articles of Association of Bank Mandiri as covered by notarial deed No. 98 of Sutjipto, S.H. dated July 24, 1999, the shareholders resolved to increase the paid-up capital
share capital of Bank Mandiri from Rp4,000,000 to Rp4,251,000 to be entirely paid for by the Government of the Republic of Indonesia. The increase of Rp251,000 was effected through the
conversion of additional paid-in capital to share capital which resulted from the excess of recapitalization bonds under the 1
st
Recapitalization Program as per Government Regulation No. 521999.
Based on the Extraordinary General Shareholders’ Meeting resolution dated May 29, 2003, which was amended by notarial deed No. 142 of Sutjipto, S.H., dated May 29, 2003, the shareholders agreed
among others the following:
i Initial Public Offering
ii Changes in capital structure of Bank Mandiri iii Changes in Articles of Association of Bank Mandiri
Following the shareholders’ decision to change the capital structure, Bank Mandiri increased its issued and fully paid-up capital to Rp10,000,000 and split the share price from Rp1,000,000 full amount per
share to Rp500 full amount per share. Accordingly, the number of authorized shares increased from 16,000,000 shares to 32,000,000,000 shares, and the number of issued and fully paid-up shares
increased from 10,000,000 shares with a nominal value of Rp1,000,000 full amount to 20,000,000,000 shares with a nominal value of Rp500 full amount of which the issued and fully paid-
up capital consists of 1 Dwiwarna A Series share and 19,999,999,999 Common shares B Series of which owned by the Republic of Indonesia.
In relation to the change in capital structure Bank Mandiri, the Extraordinary Shareholders’ Meeting also
approved the
establishment of
part of
Recapitalization Fund
amounting to
Rp168,801,314,557,901 full amount as Agio. The above changes in capital structure became effective from May 23, 2003, with the requirement that
the Bank should conduct a quasi-reorganization on or before the end of 2003 based on an approval of the Shareholders.
The Dwiwarna share A Series represents a share owned by the Republic of Indonesia, which is not transferrable. It provides the Republic of Indonesia with the privileges where General Shareholders’
Meeting can make decision if the Dwiwarna A Series Shareholders’ attend and approve the following agendas:
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
31. SHAREHOLDERS’ EQUITY continued
