PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2013 AND 2012
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5124 39. NON CONTROLLING INTEREST IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES
This account represents non controlling interests in net assets of consolidated Subsidiaries as follow:
2013 2012
AXA Mandiri Financial Services 941,561
785,967 Mandiri Tunas Finance
337,047 259,193
Mandiri AXA General Insurance 80,180
89,149 Bank Sinar Harapan Bali
12,475 31,090
Bumi Daya Plaza -
8,696 Usaha Gedung Mandiri
- 1,295
Mandiri Sekuritas 96
79
1,371,359 1,175,469
Bank sold its share ownership in these 2 entities on 19 December 2013 refer to Note 1g and 40b.
40. SHARE CAPITAL
a. Authorised, Issued and Fully Paid Capital
The Bank’s authorised, issued and fully paid capital as at 31 December 2013 and 2012, respectively, were as follows:
2013 and 2012
Number of Nominal Value
Per Share Share Value
Percentage Of
Shares full amount
full amount Ownership
Authorised Capital
- Dwiwarna Share Series A 1
500 500
0.00 - Common Shares Series B
31,999,999,999 500 15,999,999,999,500
100.00
Total Authorised Capital 32,000,000,000
16,000,000,000,000 100.00
Issued and Fully Paid Capital
Republic of Indonesia - Dwiwarna Share Series A
1 500
500 0.00
- Common Shares Series B 13,999,999,999
500 6,999,999,999,500 60.00
Public less than 5 each - Common Shares Series B
9,333,333,333 500 4,666,666,666,500
40.00
Total Issued and Fully Paid Capital
23,333,333,333 11,666,666,666,500
100.00
Based on notarial deed No. 10 of Notary Sutjipto, S.H., dated 2 October 1998, the authorised capital of Bank Mandiri is amounted to Rp16,000,000 with a nominal value of Rp1,000,000 full
amount per share.
The determination of issued and fully paid capital amounted to Rp4,000,000 by the Government of the Republic of Indonesia at the date of establishment of Bank Mandiri was carried out as
follows:
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2013 AND 2012
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5125 40. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid-in Capital
continued
1. Cash payment through Bank Indonesia amounted to Rp1,600,004. 2. Placements in shares recorded as investments in shares of the Merged Banks amounted to
Rp599,999 each or totaling Rp2,399,996, through the transfer of shares of the Government of the Republic of Indonesia in each of the Merged Banks to Bank Mandiri, as resolved during the
respective Extraordinary General Shareholders’ Meetings of the Merged Banks. Based on the agreement “inbreng” notarised by Notarial Deed No. 9 of Notary Sutjipto, S.H. dated 2 October
1998, Bank Mandiri and the Government of the Republic of Indonesia agreed to transfer those shares as payment for new shares to be issued by Bank Mandiri.
Based on the amendments to the Articles of Association of Bank Mandiri by virtue of Notarial Deed No. 98 of Notary Sutjipto, S.H. dated 24 July 1999, the shareholders resolved to increase the paid-in
capital share capital of Bank Mandiri from Rp4,000,000 to Rp4,251,000 to be entirely paid by the Government of the Republic of Indonesia. The increase of Rp251,000 was a conversion from
additional paid-in capital to share capital as a result of an excess from recapitalisation bonds issued under the First Recapitalisation Program as per Government Regulation No. 52 in 1999.
Based on the Extraordinary General Shareholders’ Meeting resolution dated 29 May 2003, which was documented in Notarial Deed No. 142 of Notary Sutjipto, S.H., dated 29 May 2003, the
shareholders approved these following matters:
i Execution of Initial Public Offering
ii Changes in capital structure of Bank Mandiri iii Changes in Articles of Association of Bank Mandiri
In relation to the shareholders’ decision to change the capital structure, Bank Mandiri increased its issued and fully paid capital to Rp10,000,000 and split the share price stock split from
Rp1,000,000 full amount per share to Rp500 full amount per share. Accordingly, the number of authorised shares increased from 16,000,000 shares to 32,000,000,000 shares, and the number of
issued and fully paid 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 which consists
of 1 Dwiwarna share Series A and 19,999,999,999 Common shares Series B which owned by the Republic of Indonesia.
In relation to the change in capital structure of Bank Mandiri, the Extraordinary General Shareholders’ Meeting also approved the allocation on part of Recapitalisation Fund amounting to
Rp168,801,315 as share premium. The above changes in capital structure became effective started from 23 May 2003, with the
conditional requirement that the Bank should conduct a quasi-reorganisation before the end of 2003 as required in the General Shareholders Meeting.
The Dwiwarna share Series A 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 only if the Dwiwarna Series A Shareholders attend and approve certain agendas.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2013 AND 2012
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5126 40. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid-in Capital
continued
The General Shareholders’ Meeting agendas where the Dwiwarna Series A shareholder are mandatory to attend and approve are:
1. Increases in capital. 2. Appointment and termination of the Boards of Directors and Commissioners.
3. Amendment of the Articles of Association. 4. Mergers, acquisitions and takeovers.
5. Dissolution and liquidation.
The changes in the capital structure were based on the Minutes of Meeting regarding the amendment of the Articles of Association Pernyataan Keputusan Rapat Perubahan Anggaran
Dasar of PT Bank Mandiri Persero as notarised by Notary Sutjipto, S.H. No. 2 dated 1 June 2003. The amendment was approved by the Ministry of Law and Human Rights of the Republic of
Indonesia through Decision Letter No. C-12783.HT.01.04.TH.2003 dated 6 June 2003 and announced in Appendix No. 6590 of State Gazette of the Republic of Indonesia No. 63 dated 8
August 2003.
The increase in issued and fully paid capital of Bank Mandiri from Rp4,251,000 to Rp10,000,000 was made through the following:
1. Partial return of fully paid capital of Rp251,000 to the Government as a part of the return of excess recapitalisation fund of Rp1,412,000 which was retained by Bank Mandiri, and an
increase in paid-in capital amounting to Rp1,000,000 from the capitalisation of reserves, based on Government Regulation PP No. 26 year 2003 dated 29 May 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 Ministry of State-Owned Enterprises, as the Bank’s
shareholders’, No. KEP-154M-MBU2002 dated 29 October 2002. 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 23 May 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”. Based on the Extraordinary General Shareholders’ Meeting held on 29 May 2003, which was
notarised by Notary Sutjipto, S.H., in notarial deed No. 142 dated 29 May 2003, the shareholders’ agreed on 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 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 is performed by the Board of Directors, while the supervision is performed by the Board of Commissioners.
On 14 July 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.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2013 AND 2012
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5127 40. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid Capital continued
