NONCONTROLLING INTERESTS IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES

PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2016 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated 176

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

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 No. 26 year 2003 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 Ministry of State-Owned Enterprises, as the Bank’s shareholders’, No. KEP-154M-MBU2002 dated October 29, 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 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 Bonus 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 implementation, 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. PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2016 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated 177

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