PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2005 and 2004 Expressed in millions of Rupiah, unless otherwise stated
101
32. SHAREHOLDERS’ EQUITY continued a. Authorized, Issued and Fully Paid-up Capital continued
Based on an Extraordinary General Shareholder’s Meeting resolution dated May 29, 2003, which was amended by notarial deed No. 142 of Sutjipto, S.H., dated May 29, 2003, the shareholder agreed
among others the following:
i Initial Public Offering of Bank Mandiri
ii Changes in Bank Mandiri’s capital structure iii Changes in Bank Mandiri’s Articles of Association
Following the shareholder 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 full amount shares to 32,000,000,000 full amount 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 full amount shares with a nominal value of Rp500 full amount. The
issued and fully paid-up capital consists of 1 Dwiwarna A Series share and 19,999,999,999 Common B Series shares owned by the Republic of Indonesia.
In relation to the change in capital structure, the Extraordinary Shareholder’s Meeting also approved the amount of 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 Shareholder.
The Dwiwarna A Series share represents a share owned by the Republic of Indonesia, which is not transferable. It provides the Republic of Indonesia with the following privileges:
1. General Shareholders Meetings concerning increases in capital should be attended by and approved by the Dwiwarna A Series shareholder;
2. General Shareholders Meetings concerning changes in the composition of the Boards of Directors and Commissioners should be attended and approved by the Dwiwarna A Series shareholder;
3. General Shareholders Meetings concerning changes in the Articles of Association should be attended and approved by the Dwiwarna A Series shareholder;
4. General Shareholders Meetings concerning mergers, acquisitions and takeovers should be attended and approved by the Dwiwarna A Series shareholder;
5. General Shareholders Meetings concerning dissolution and liquidation should be attended and approved by the Dwiwarna A Series shareholder.
The changes in the capital structure are based on the Minutes of the 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.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2005 and 2004 Expressed in millions of Rupiah, unless otherwise stated
102
32. SHAREHOLDERS’ EQUITY continued
a. Authorized, Issued and Fully Paid-up Capital continued The increase in paid-up capital of Bank Mandiri from Rp4,251,000 to Rp10,000,000 was made through
the following: 1. Return of paid-up capital of Rp251,000 to the Government as a part of the return of excess
recapitalization 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 shareholder, 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 Bank Mandiri in connection with the general banking recapitalization program”.
Based on the Extraordinary General Shareholders’ Meeting held on May 29, 2003, which was notarized on the same date by Sutjipto, S.H., as per notarial deed No. 142 dated May 29, 2003, the
shareholder 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 Bank Mandiri 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 33.
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.
Following the Regulation of the Government of the Republic of Indonesia No. 272003 dated June 2, 2003 which approved the divestment of the Government ownership in Bank Mandiri of up to
30, and based on a decision of Tim Kebijakan Privatisasi Badan Usaha Milik Negara No. Kep- 05TKP012004 dated January 19, 2004, the Government of the Republic of Indonesia divested a 10
ownership interest in PT Bank Mandiri Persero Tbk. or 2,000,000,000 shares of Common Shares of Series B on March 11, 2004 through private placements.
On July 14, 2003, the date of the IPO, through MSOP – Stage 1 Management Stock Option Plan – Stage 1, the Bank issued 378,583,785 share options for the management with an exercise price of
Rp742.5 full amount per share and a nominal value of Rp500 full amount per share. The share options are recorded in the equity account – Share Options amounting to Rp69,71 per options. As at
December 31, 2005, MSOP – Stage 1 options exercised totalled 255,717,364 shares, thereby increasing the total issued and fullly paid-up capital by Rp127,859 and agio by Rp79,837.
The General Shareholders’ Meeting on May 16, 2005 approved MSOP – Stage 2 amounting to 312,000,000 share options. The exercise price and nominal value for each share is Rp1,190.5 full
amount and Rp500 full amount, respectively. As at December 31, 2005, the Bank recorded MSOP – Stage 2 in the equity account – Share Options with fair value amounting to Rp642.28 per share
options. As of December 31, 2005, there are no options excercised for MSOP – Stage 2.
