PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004 and 2003, and April 30, 2003 Expressed in millions of Rupiah, unless otherwise stated
123
32. SHAREHOLDERS’ EQUITY continued
a. Authorized, Issued and Fully Paid-up Capital continued Based on the Extraordinary General Shareholders’ Meeting held on May 29, 2003, which was
notarized on the same date by Sutjipto, S.H., as per notarial deed No. 142 dated May 29, 2003, the shareholder agreed to among others, the introduction of an 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 directed to directors and senior management at certain levels and based on certain criteria. All costs and discounts related to the ESA program are recognized by Bank Mandiri
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 Note 33.
On July 14, 2003, the Government of the Republic of Indonesia divested 4,000,000,000 shares representing 20 of its shareholding in Bank Mandiri through an Initial Public Offering IPO.
Following the Regulation of the Government of the Republic of Indonesia No. 272003 dated June 2, 2003 which approved the divestment of the Government ownership in Bank Mandiri of up to
30, 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 a
10 ownership interest in PT Bank Mandiri Persero Tbk. or 2,000,000,000 shares of Common Shares of Series B on March 11, 2004 through private placements.
On July 14, 2003, the date of the IPO, through MSOP program the Bank issued 378,583,785 share options with an exercise price of Rp742.5 full amount per share and a nominal value of
Rp500 full amount per share. As at December 31, 2004, options exercised total 132,854,872 shares Note 33, thereby increasing the total issued and fullly paid-up capital by Rp66,427 and
agio by Rp41,479. As a result of the above changes in the capital structure, Bank Mandiri’s Articles of Association
have been amended based on notarial deed of Sutjipto, S.H. No. 108 dated January 26, 2005, and were approved by the Minister of Justice and Human Rights in his decision letter
No. C-03680 HT-01.04.TH.2005 Note 63b.
b. Additional Paid-In CapitalAgio The additional paid-in capitalagio of Rp5,967,897, Rp5,926,418 and Rp10,675,418, as of
December 31, 2004 and 2003, and April 30, 2003, respectively, represents additional paid-up
capital arising from the Recapitalization Program Note 1c. The increase in agio amounting to Rp41,479 as of December 31, 2004 represents the excess of
the exercise price over the nominal value of the exercised share options . Based on the results of a due diligence review conducted on behalf of the Government dated
December 31, 1999 and a Management Contract IMPA dated April 8, 2000, it was determined that there was an excess recapitalization amounting to Rp4,069,000. The Bank returned
Rp2,657,000 of Government Recapitalization Bonds to the Government on July 7, 2000 pursuant to the Management Contract. The balance of Rp1,412,000 was returned to the Government on
April 25, 2003 as approved by the Shareholder during its meeting on October 29, 2002 and the Minister of State-Owned Enterprises Decision Letter No. KEP-154M-MBU2002 dated
October 29, 2002 Note 7.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004 and 2003, and April 30, 2003 Expressed in millions of Rupiah, unless otherwise stated
124
32. SHAREHOLDERS’ EQUITY continued
