FUND BORROWINGS Tax assessment letters
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 5110 36. FUND BORROWINGS continued
d Direct Off-shore Loans continued
Asian Development Bank continued
2012
Interest Nominal amount
Type Arranger
Maturity Date Tenor
Rate USD
Rupiah months
per annum full amount
equivalent Tranche A
Asian Development
LIBOR 6 months
Bank 31 October 2016
84 + certain margin 60,000,000 578,250
Less: Unamortised issuance costs
439,122 4,232
59,560,878 574,018
Tranche B Asian Development
LIBOR 6 months
Bank 31 October 2014
60 + certain margin 20,000,000 192,750
Less: Unamortised issuance costs
96,553 931
19,903,447 191,819
79,464,325 765,837
On 30 October 2009, as further amended and restated on 13 November 2009, Bank Mandiri signed a long-term credit agreement with Asian Development Bank ADB with a total facility
amounting to USD105,000,000 full amount.
The loan consists of 2 two facilities, where Tranche A Facility is a direct loan from ADB with total facility amounting to USD75,000,000 full amount and will be matured in 7 seven years after the
agreement date, whilst Tranche B from ADB as Lender of Record is funded by commercial banks through the Participation Agreements between ADB and the commercial banks with a total facility
amounting to USD30,000,000 full amount and will be matured in 5 five years after the agreement date. The loan was withdrawn on 28 January 2010. Until 31 December 2013, the Bank
has repaid this loan amounting to USD50,000,000 full amount. As at 31 December 2013 and 2012, this loan facility is secured by Government Bonds series VR0031 with a nominal value of
Rp1,286,663 Note 8c.
Agence Française de Développement
2013
Interest Nominal amount
Type Arranger
Maturity Date Rate
USD Rupiah
per annum full amount
equivalent Bilateral Loan
Agence Française LIBOR 6 months
de Développement 31 March 2016
+ certain margin 13,636,364 165,954
Less: Unamortised issuance costs
26,087 317
13,610,277 165,637
Bilateral Loan Agence Française
LIBOR 6 motnhs de Développement
30 September 2018 + certain margin 11,428,571
139,086 Less:
Unamortised issuance costs 32,786
399
11,395,785 138,687
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 5111 36. FUND BORROWINGS continued
d Direct Off-shore Loans continued
Agence Française de Développement continued
2013
Interest Nominal amount
Type Arranger
Maturity Date Rate
USD Rupiah
per annum full amount
equivalent Bilateral Loan
Agence Française LIBOR 6 months
de Développement 30 September 2017
+ certain margin 29,090,909 354,036
Less: Unamortised issuance costs
85,653 1,042
29,005,256 352,994
Bilateral Loan Agence Française
LIBOR 6 months de Développement
31 March 2019 + certain margin
8,642,857 105,184
Less: Unamortised issuance costs
27,688 337
8,615,169 104,847
62,626,487 762,165
2012
Interest Nominal amount
Type Arranger
Maturity Date Rate
USD Rupiah
per annum full amount
equivalent Bilateral Loan
Agence Française LIBOR 6 months
de Développement 31 March 2016
+ certain margin 19,090,909
183,989 Less:
Unamortised issuance costs 50,731
489
19,040,178 183,500
Bilateral Loan Agence Française
LIBOR 6 months de Développement 30 September 2018 + certain margin
13,714,286 132,171
Less: Unamortised issuance costs
48,064 463
13,666,222 131,708
Bilateral Loan Agence Française
LIBOR 6 months de Développement 30 September 2017 + certain margin
36,363,636 350,455
Less: Unamortised issuance costs
132,264 1,275
36,231,372 349,180
Bilateral Loan Agence Française
LIBOR 6 months de Développement
31 March 2019 + certain margin
10,214,286 98,440
Less: Unamortised issuance costs
38,227 368
10,176,059 98,072
79,113,831 762,460
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 5112 36. FUND BORROWINGS continued
d Direct Off-shore Loans continued
Agence Française de Développement continued
On 17 June 2010, Bank Mandiri signed a loan facility agreement with Agence Française de Développement AFD of USD100,000,000 full amount to assist the financing for projects related
to climate change and energy efficiency. This long term facility has a tenor of 5 to 10 years including grace period with an interest rate of
6-months LIBOR plus a certain margin and will be used to finance the projects that related to the carbon emission reduction.
As part of the above loan agreement, Bank Mandiri and AFD will finance the training programs
aimed to develop the Bank Mandiri’s capacity, especially in relation to climate change and energy efficiency.
On 15 December 2010, the Bank drawdown the borrowing from AFD by USD30,000,000 full amount, which will be matured on 31 March 2016.
On 16 February 2012, 30 May 2012 and 31 May 2012, the Bank drawdown the borrowing amounting to USD16,000,000 full amount, USD40,000,000 full amount and USD11,000,000
full amount, respectively, which will be matured on 30 September 2018, 30 September 2017 and 31 March 2019.
The drawdown of above facilities are intended to fulfill the fund requirement to finance the environmental friendly projects in Bank Mandiri.
On 8 November 2013, Bank Mandiri signed a new loan facility agreement with AFD of USD100,000,000 full amount to assist the financing for projects related to climate change and
energy efficiency. This long term facility has a tenor of 5 to 10 years including grace period with an interest rate of 6-months LIBOR plus a certain margin. Up to 31 December 2013, the Bank has
not drawdown the facility from AFD.
e Bilateral Loans The details of bilateral loans are as follows:
2013 2012
JP Morgan, Jakarta 1,824,233
- Standard Chartered Bank, Jakarta
1,217,000 963,750
3,041,233 963,750
JP Morgan, Jakarta
2013
Interest Nominal amount
Type Arranger
Maturity Date Tenor
Rate USD
Rupiah months
per annum full amount
equivalent
Bilateral Loan JP Morgan,
LIBOR 3 bulan Jakarta
21 November 2016 36 + marjin tertentu
150,000,000 1,825,500
Less: Unamortised issuance costs
104,136 1,267
149,895,864 1,824,233
On 15 November 2013, the Bank obtained a loan facility from JP Morgan, Jakarta of USD150.000.000 full amount with an interest rate of LIBOR 3 three months plus a certain
margin.
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 5113 36. FUND BORROWINGS continued
e Bilateral Loans continued
JP Morgan, Jakarta
continued This loan facility has a tenor of 3 three years and will expire on 21 November 2016. Bank
Mandiri has drawdown this credit facility amounted to USD150,000,000 full amount on 21 November 2013. As at 31 December 2013, this loan facility was secured by Government Bonds
ORI 009 series with a nominal value of Rp288,276, ROI 23 series with a nominal value of USD17,500,000 full value, ROI 15 series with a nominal value of USD40,000,000 full amount
and ROI 14 series with a nominal value of USD100,800,000 full amount Note 8c. Standard Chartered Bank, Jakarta
2013
Interest Nominal amount
Type Arranger
Maturity Date Tenor
Rate USD
Rupiah months
per annum full amount
equivalent Bilateral Loan
Standard Chartered Bank, LIBOR 3 months
Jakarta 11 July 2016
60 + certain margin 100,000,000
1,217,000 2012
Interest Nominal amount
Type Arranger
Maturity Date Tenor
Rate USD
Rupiah months
per annum full amount
equivalent Bilateral Loan
Standard Chartered Bank, LIBOR 3 months
Jakarta 11 July 2016
60 + certain margin 100,000,000 963,750
On 4 July 2011, Bank Mandiri obtained a loan facility from Standard Chartered Bank, Jakarta of USD100,000,000 full amount with interest rate at a 3-months LIBOR plus a certain margin.
This loan facility has a tenor of 5 five years and will mature on 11 July 2016. On 11 July 2011, Bank Mandiri has drawdown this loan facility amounted to USD100,000,000 full amount. As at
31 December 2013 and 2012, this loan facility was secured by Government Bonds VR0031 series with a nominal value of Rp1,074,788 Note 8c.
f Trade Financing Facilities Bankers Acceptance Trade financing facilities represent short-term borrowings with tenors between 90 to 365 days and
bear interest at LIBOR or SIBOR plus a certain margin. These borrowings are guaranteed by letters of credit issued by Bank Mandiri. The balance as at 31 December 2013 and 2012 are as
follows:
2013 2012
Bank of America NA, Hong Kong 243,400
63,199 Bank of America NA, Singapore
243,400 337,312
Bank of New York, Mellon, Singapore 158,210
- Bank of Montreal, Hongkong
60,850 -
Bank of Nova Scotia, Singapore -
433,687 Deutsche Bank AG, Singapore
- 48,188
705,860 882,386
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 5114 36. FUND BORROWINGS continued
g Others
2013 2012
PT Panin Bank Tbk. 1,155,421
1,089,319 PT Bank Central Asia Tbk,
954,787 377,742
PT Sarana Multigriya Finansial Persero 600,000
600,000 PT Bank DKI
297,449 191,375
PT Bank BTPN Tbk 200,000
- PT Bank Negara Indonesia Persero Tbk,
175,945 316,156
PT Bank Jabar Banten Tbk, 175,933
74,461 PT Bank Internasional Indonesia Tbk,
150,000 -
The Hong Kong and Shanghai Banking Corporation Ltd, 120,000
- PT Bank Commonwealth
99,122 -
Standard Chartered Bank, Jakarta 45,000
45,000 PT Bank OCBC NISP Tbk,
36,772 86,522
PT Bank Danamon Indonesia Tbk, 6,661
66,642 PT Bank UOB Indonesia
- 49,828
4,017,090 2,897,045
PT Panin Bank Tbk. On 16 February 2011, 8 August 2011 and last 20 November 2013, the Subsidiary and PT Panin
Bank Tbk. Panin signed a loan agreement whereby Panin provide some term loan facility with a total limit of Rp2,600,000 which is non-revolving and bears a fixed interest rate. The facility has a
diverse maturity and ranging from February 2014 until March 2017. On 12 May 2011, the Subsidiary and Panin also signed loan agreement whereby Panin provide a
revolving money market facility with total limit of Rp200,000 and bears a floating interest rate. This agreement had been amended based on latest agreement signed on 12 November 2012 with
additional facility up to Rp300,000 and will mature on 12 May 2014. On 11 July 2013, the Subsidiary entered into working capital facility agreement with Panin. The
agreement has been amended by latest addendum of agreement dated 25 June 2013, whereby Bank Panin granted working capital facility of Rp200,000 cross clearing facility of Rp200,000,
forex transaction facility spotforward USD10,000,000 and bank gurantee facility of Rp200,000 and will be due on 30 June 2014. Based on the terms of the agreement, interest for the working
capital is determined based on the annual term lending rate of Bank Panin. PT Bank Central Asia Tbk.
On 7 March 2001, the Subsidiary and PT Bank Central Asia Tbk. BCA signed a loan agreement where BCA provide an overdraft facility and bears a floating interest rate. This agreement had
been amended based on latest agreement signed on 24 March 2011 with additional facility up to Rp55,000 and maturity date was extended to 12 March 2014.
On 24 March 2011 and the last on 14 December 2012, the Subsidiary and BCA has also entered into several loan agreements where BCA provides some term loan facility with a total limit of
Rp800,000 non-revolving and bears a fixed interest rate. The facility has a maturity that is diverse and ranges from April 2014 through to March 2016.
On 19 July 2013, the Subsidiary and BCA signed a loan agreement whereby BCA provide term loan facility with a total limit of revolving Rp533,750 uncommitted and at fixed rates. The facility
has a diverse maturity and ranges from July 2014 through to September 2016.
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 5115 36. FUND BORROWINGS continued
g Others
continued PT Bank Central Asia Tbk. continued
On 25 February 2013, the Subsidiary entered into banking facility agreement with BCA, whereby the Subsidiary has been provided by multifacility banking facility of Rp200,000, consist of money market
line facility, bank guarantee facility, and foreign exchange line. The facility will be due on 24 February 2014. The interest for funding is determined based on agreed interest rate on facility
drawdown. On 11 June 2013, the Subsidiary and BCA signed a loan agreement whereby the Bank gives money
market facility with a limit of Rp100,000 revolving and bears a floating interest rate. The facility matures on 12 March 2014.
PT Sarana Multigriya Finansial Persero On 3 October 2011, the Subsidiary Mudharib and PT Sarana Multigriya Finansial SMF Shahibul
Mal has entered into a Mudharabah wal Murabahah financing agreement which will be matured within 3 three years from the date of financing, amounting to Rp300,000. The financing is intended
to support the Mudharib
’s working capital in mortgage financing to debtors PPR using Murabahah or Musyarakah Mutanaqishah principles. The agreed revenue sharing is 65.00 for Shahibul Mal
and 35.00 for the Mudharib from gross income received by Mudharib before deducted by related costs.
Disbursement of financing implemented in two phases, respectively Rp100,000 and
Rp200,000 which began in October 2011. Revenue sharing will be paid monthly starting from November 2011.
On 29 December 2011, PT SMF provided additional facility amounting to Rp300,000 for 3 years since the date of financing establishment to provide Mudharib working capital for PPR facility by
using Murabahah or Musyarakah Mutanaqishah principles. The agreed revenue sharing is 62.00 for Shahibul Mal and 38.00 for Mudharib from gross income received by Mudharib before
deducted by related costs. Disbursement of financing implemented in two phases, each at Rp150,000 on 29 December 2011 and 30 January 2012. Revenue sharing will be paid monthly
starting from January 2012. PT Bank DKI
On 17 September 2013, the Subsidiary and PT Bank DKI Bank DKI signed a loan agreement whereby the Bank DKI provides several facilities with a total term loan facility of Rp540,000 which is
non-revolving and bears a fixed interest rate. These facilities have a diverse maturity and range from March 2014 to September 2016.
PT Bank BTPN Tbk. On 26 January 2011, the Subsidiary entered into money market facility agreement amounting to
Rp150,000 with PT Bank Tabungan Pensiunan Nasional Tbk “BTPN”. The agreement has been amended by latest addendum of agreement dated March 6, 2013 with increase in facility limit to
Rp200,000 and validity period until 26 January 2014. The agreement has been subsequently extended until 26 January 2015. Under the terms of the agreement, the interest for the funding
facility is determined based on the annual term lending rate of BTPN.
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 5116 36. FUND BORROWINGS continued
g Others continued
PT Bank Negara Indonesia Persero Tbk.
On 23 November 2011, the Subsidiary and PT Bank Negara Indonesia Persero Tbk. BNI signed the joint financing agreement where BNI provides several joint financing facilities with total limit of
Rp633,509 which is revolving and bears a fixed interest rate. These facilities have various maturity dates ranging between January 2014 up to June 2016.
PT Bank Jabar Banten Tbk.
On 1 November 2011 and 30 November 2012, the Subsidiary and PT Bank Jabar Banten Tbk. BJB signed loan agreement whereby BJB provided several term loan facility with total limit of
Rp300,000 which is non-revolving and bears a fixed interest rate. These facilities have various maturity dates ranging between October 2014 up to November 2015.
PT Bank International Indonesia Tbk
On 30 May 2011, the Subsidiary entered into money market line facility agreement with PT Bank Internasional Indonesia Tbk “BII”, whereby the Subsidiary has been granted money market line
facility of Rp150,000 and sub limit facility in the form of uncommitted bank guarantee facility of Rp100,000 with validity period until 1 June 2012. This facility has been extended to 1 June 2014.
Under the terms of the agreement, interest for the money market line facility is determined based on the annual term lending rate of BII.
The Hong Kong and Shanghai Banking Corporation Ltd, On 23 February 2011, the Subsidiary entered into renewal short-term funding facilities and exposure
risk limit weightedoption facility agreements with The Hongkong and Shanghai Banking
Corporation Limited “HSBC” amounted to Rp175,000,000 full amount, USD5,000,000 full amount, and USD1,000,000 full amount, respectively. Under the terms of the agreement, interest
for the funding facility is determined based on the annual term lending rate of HSBC. On 30 May 2013, these facility agreements are renewed.
PT Bank Commonwealth
On 5 March 2013, the Subsidiary and PT Bank Commonwealth signed a loan agreement in which Commonwealth provides a non revolving facility amounting to Rp130,000 and bears fixed interest
rate. The facility has various maturity dates ranging between March 2016 up to April 2016. Standard Chartered Bank, Jakarta
On 8 September 2006, the Subsidiary entered into working capital facility agreement with Standard Chartered Bank “SCB”. The agreement has been amended by latest addendum of agreement
dated 31 August 2012, whereby the Subsidiary has been provided by bank guarantee facility of Rp100,000 and was due on 31 August 2013. This facility has been automatically extended for one
year. The bank guarantee is issued for KPEI as one of factors considered in determining the
Subsidiary’s limit of shares information. On 28 September 2010, the Subsidiary is also granted short-term loan facility amounted to
Rp175,000. The agreement has been amended by latest addendum of agreement dated 31 August 2012 and will be matured on 31 August 2013. The facility has been automatically extended for one
year. The extension of facility validity period is in process. Under the terms of the agreement, interest for this facility is 1 above the annual term funding rate of SCB.
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 5117 36. FUND BORROWINGS continued
g Others continued
PT Bank OCBC NISP Tbk. On 27 June 2011 and 16 December 2011, the Subsidiary and PT Bank OCBC NISP Tbk. OCBC
signed loan agreement whereby OCBC provides several non revolving term loan facility with total facility of Rp150,000 and bear fixed interest rate. These facility have various maturity dates ranging
between June 2014 up to February 2015. PT Bank Danamon Indonesia Tbk.
On 20 May 2010, the Subsidiary and PT Bank Danamon Indonesia Tbk. Danamon signed a loan agreement No. 26 dated 20 May 2010. This agreement has been extended up to 20 June 2014.
Danamon provides a revolving working capital facility amounting to Rp100,000 and bears a floating interest rate. Danamon also provides several revolving term loan facilities with total facility of
Rp51,000 and bear fixed interest rate. These facility have various maturity dates ranging between February 2014 up to July 2014.
PT Bank UOB Indonesia
On 29 November 2010, the Subsidiary and PT Bank UOB Indonesia UOB signed a loan agreement whereby UOB provides several non revolving term loan facilities with total facilities of
Rp150,000 and bear fixed interest rate. These facilities have various maturity dates ranging between 1 December 2013 up to 30 December 2013. This loan has been paid by the Subsidiary.
Bank Mandiri and its Subsidiaries have paid all interests for fund borrowings in accordance with the interest payment schedules for the period from 1 January 2013 to 31 December 2013.
For the period from 1 January 2013 to 31 December 2013, Bank Mandiri and its Subsidiaries have fulfilled all debt covenants as stipulated in all of the above fund borrowing agreements.