Authorised, Issued and Fully Paid Capital

PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2015 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated 165

40. SHARE CAPITALcontinued a. Authorised, Issued and Fully Paid-in Capital continued

2. Increase in fully paid capital of Rp5,000,000 from the additional paid-in capital based on the Decree of the Ministry 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 of the Government of the Republic of Indonesia in PT Bank Mandiri Persero in Relation to the Commercial Banking Recapitalisation Program”. Management Stock Option Plan Based on the Extraordinary General Meeting of Shareholders held on May 29, 2003, which was notarised by Notary Sutjipto, S.H., in notarial deed No. 142 dated May 29, 2003, the shareholders’ agreed on employee stock ownership plan through an Employee Stock Allocation ESA Program ESA and a Management Stock Option Plan MSOP. The ESA program consists of a Share Plan and a Share Purchase at Discount program. MSOP is designated for directors and senior management at certain levels and based on certain criteria. All costs and discounts related to the ESA program are recognised by the Bank through allocation of reserves. The management and execution of the ESA and MSOP programs are performed by the Board of Directors, while the supervision is performed by the Board of Commissioners. On July 14, 2003, the Government of the Republic of Indonesia divested 4,000,000,000 shares representing 20.00 of its ownership in Bank Mandiri through an Initial Public Offering IPO. As a follow up action on the Government of Republic of Indonesia Regulation No. 272003 dated June 2, 2003, which approved the divestment of the Government ownership in Bank Mandiri of up to 30.00, 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 an additional 10.00 of ownership interest in Bank Mandiri or 2,000,000,000 shares of Common Shares of B Series on March 11, 2004 through private placement. On July 14, 2003, the date of the IPO, through MSOP Stage 1, the Bank issued 378,583,785 share options for the management with an exercise price of Rp742.50 full amount per share and a nominal value of Rp500 full amount per share. The share options are recorded in the Shareholders’ Equity account - Share Options at fair value amounted to Rp69.71 full amount per share options. MSOP Stage 1 has been exercised in total 375,365,957 shares, thereby increasing the total issued and fully paid capital by Rp187,683, share premium by Rp117,193. MSOP stage 1 could be exercised until July 13, 2008 based on Announcement of Indonesia Stock Exchange formerly Jakarta Stock Exchange No. Peng-262BEJ.PJSP07-2004 dated July 14, 2004. The Annual General Meeting of Shareholders on May 16, 2005 approved MSOP Stage 2 amounted to 312,000,000 share options. The exercise price for each share is Rp1,190.50 full amount to be exercised in the first year and Rp2,493 full amount to be exercised in the second year and the following year. The nominal value per share is Rp500 full amount. The Bank recorded MSOP Stage 2 in the shareholders’ equity account - Share Options with fair value amounted to Rp642.28 full amount per share options. MSOP Stage 2 has been exercised in total 311,713,697 shares thereby increasing the total issued and fully paid capital by Rp155,857 and share premium by Rp425,233. The fifth period the last period to exercise the MSOP Stage 2 conversion option right start from May 4, 2010 during 30 trading days as published in the Announcement of the Indonesia Stock Exchange formerly Jakarta Stock Exchange No. Peng- 97BEJ-PSJP02-2007dated February 2, 2007. The un-exercised MSOP Stage 2 stock option was 286,303 shares or amounting to Rp184 that has expired and recorded as additional paid-in capitalshare premium. PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2015 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated 166

40. SHARE CAPITALcontinued a. Authorised, Issued and Fully Paid-in Capital continued