PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2007 and 2006 Expressed in millions of Rupiah, unless otherwise stated
93
31. SHAREHOLDERS’ EQUITY continued a. Authorized, Issued and Fully Paid-up Capital continued
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 Tbk. 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 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 Tbk.”, and Decree of the Minister of State-Owned Enterprises, as the PT Bank Mandiri Persero Tbk’s shareholder at
Jakarta, 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 Tbk. 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
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 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.
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 placement.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2007 and 2006 Expressed in millions of Rupiah, unless otherwise stated
94
31. SHAREHOLDERS’ EQUITY continued a. Authorized, Issued and Fully Paid-up Capital continued
