PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2011 AND 2010
Expressed in millions of Rupiah, unless otherwise stated
Appendix 55 1. GENERAL continued
d. Initial Public Offering, Limited Public Offering, Changes in Share Capital and Public Offering of Bank Mandiri Subordinated Bonds continued
Public Offering of Bank Mandiri Subordinated Bonds
On 3 December 2009, Bank Mandiri received the effective approval from the Chairman of Bapepam- LK through in its letter No. S-10414BL2009 dated 3 December 2009 to conduct the public offering of
Bank Mandiri Rupiah Subordinated Bond I 2009 with a nominal value of Rp3,500,000. On 14 December 2009, the aforementioned Bond was listed on Indonesia Stock Exchange Note 31.
e. Quasi-Reorganisation
In order for Bank Mandiri to eliminate the negative consequences of being burdened by accumulated losses, the Bank undertook quasi-reorganisation as approved in the Extraordinary General
Shareholders’ Meeting “RUPS-LB” on 29 May 2003.
The quasi-reorganisation adjustments were booked on 30 April 2003 where the accumulated losses of Rp162,874,901 were eliminated against additional paid-in capitalagio.
Bank Mandiri’s Articles of Association were amended to reflect the changes in additional paid-in capital as a result of quasi-reorganisation, based on notarial deed of Sutjipto, S.H., No. 130 dated 29
September 2003 which was approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its decision letter No. C-25309.HT.01.04.TH.2003 dated 23 October 2003 and was
published in the State Gazette No. 910, Supplement No. 93 dated 23 October 2003.
On 30 October 2003, Bank Mandiri’s RUPS-LB approved the quasi-reorganisation as at 30 April 2003, which were notarised by Sutjipto, S.H. in notarial deed No. 165 dated 30 October 2003.
f. Divestment of Government Share Ownership
On 11 March 2004, the Government divested another 10.00 of its ownership in Bank Mandiri which was equivalent to 2,000,000,000 Common Shares Series B through private placements Note
34a.
g. Subsidiaries Associates
Subsidiaries included in the consolidated financial statements as at 31 December 2011 and 2010, are as follows:
Percentage of Ownership Name of Subsidiaries
Nature of Business Domicile
2011 2010
PT Bank Syariah Mandiri BSM Sharia Banking
Jakarta 99.99
99.99 PT Usaha Gedung Bank Dagang Negara
Property Management Jakarta
99.00 99.00
PT Bumi Daya Plaza Property Management
Jakarta 93.33
93.33 Bank Mandiri Europe Limited BMEL
Commercial Banking London
100.00 100.00
PT Mandiri Sekuritas Securities
Jakarta 95.69
95.69 PT Bank Sinar Harapan Bali BSHB
Commercial Banking Denpasar
81.46 81.46
PT Mandiri Tunas Finance MTF Consumer Financing
Jakarta 51.00
51.00 Mandiri International Remittance
Sendirian Berhad MIR Remittance
Kuala Lumpur 100.00
100.00 PT AXA Mandiri Financial Services
Life Insurance Jakarta
51.00 51.00
PT Mandiri AXA General Insurance MAGI General Insurance
Jakarta 60.00
- Effective since 20 August 2010
Effective since 11 October 2011
The Subsidiaries’ total assets as at 31 December 2011 and 2010 before elimination amounting to Rp68,301,466 and Rp47,332,576 or 12.38 and 10.52 of the total consolidated assets,
respectively.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2011 AND 2010
Expressed in millions of Rupiah, unless otherwise stated
Appendix 56 1. GENERAL continued
g. Subsidiaries and Associates continued PT Bank Syariah Mandiri
PT Bank Syariah Mandiri “BSM” is engaged in banking activities in accordance with sharia banking principles. BSM was established in the Republic of Indonesia on 15 June 1955 under the name of
PT Bank Industri Nasional “PT Bina”. Then PT Bina changed its name to PT Bank Maritim Indonesia on 12 September 1968 which then subsequently changed the name to become PT Bank
Susila Bhakti on 6 June 1974, a Subsidiary of BDN. Subsequently it became PT Bank Syariah Mandiri based on notarial deed of Sutjipto, S.H., No. 23 dated 8 September 1999. BSM obtained a
license as a commercial bank based on the decision letter of the Minister of Finance of the Republic of Indonesia No. 275122U.M.II dated 19 December 1995 and officially commenced its sharia
operations in 1999.
On 18 March 2011, Bank Mandiri made an additional capital contribution in form of cash to BSM amounting Rp200,000. Bank Mandiri already obtained approval from Bank Indonesia through its
letter dated 31 January 2011 and from shareholders through the shareholder circular resolution letter dated 28 February 2011.
On 29 December 2011, Bank Mandiri made an additional capital contribution in form of cash to BSM amounting Rp300,000. Bank Mandiri already obtained approval from Bank Indonesia through its
letter dated 27 December 2011 and from shareholders through the shareholder circular resolution letter dated 29 December 2011.
PT Usaha Gedung Bank Dagang Negara
PT Usaha Gedung Bank Dagang Negara “UGBDN” is engaged in property management and office rental activities. UGBDN was established in Jakarta based on notarial deed No. 104 of Abdul Latief,
S.H., dated 29 October 1971 and officially commenced its operations in that year. The Company’s Article of Association has been amended several times. The latest amendment as notarised by
Hadijah, SH number 11 dated 9 May 2011 and has been approved by the Ministry of Law and Human Rights Republic of Indonesia No. AHU-32285.AHA.01.02 Year 2011 dated 28 June 2011.
UGBDN owns 25.00 of PT Pengelola Investama Mandiri “PIM” share capital, a company which was initially established to manage ex-legacy banks’ share investments that have now been
transferred to PIM.
PT Bumi Daya Plaza
PT Bumi Daya Plaza “BDP” is engaged in property management and office rental activities. BDP was established in Jakarta, Indonesia based on notarial deed No. 33 of Ny. Subagyo Reksodipuro,
S.H., dated 22 December 1978 and officially commenced its operations in that year. The Company’s Articles of Association has been amended several times, where the latest amendment has been
approved by the Ministry of Justice of the Republic of Indonesia based on its decision letter No. AHU-27050.AH.01.02 Year 2010, dated 26 May 2010. The amendment has been registered in the
company listing of Ministry of Law and Human Rights of the Republic of Indonesia No. AHU- 0040061.AH.01.09 Year 2010 dated 26 May 2010. BDP owns 75.00 of PIM’s share capital.
Bank Mandiri Europe Limited
Bank Mandiri Europe Limited “BMEL” was established in London, United Kingdom on 22 June 1999 under “The Companies Act 1985 of the United Kingdom”. It was established from the
conversion of Bank Exim London branch to a Subsidiary and operate effectively on 31 July 1999. BMEL is mandated to act as a commercial bank to represent the interests of Bank Mandiri and
located in London, United Kingdom.
