PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 Unaudited and 2005 Audited Expressed in millions of Rupiah, unless otherwise stated
105
33. MANAGEMENT STOCK OPTION PLAN
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, the shareholders approved the adoption
of the Management Stock Option Plan MSOP. The purpose of the MSOP program is to achieve long-term objective, of ensuring the continuity of the
current or future performance of the Bank by aligning management and shareholders’ objectives. The Bank implemented a MSOP program to attract, retain and motivate senior management and other key
employees. The bank plans to issue MSOP shares, additional common shares Series B issued without the priority right to order share, up to maximum 5 from the total of Issued and fully paid-up capital or
equal to 1 billion of common shares Series B with par value of Rp500 full amount per share. The options granted at Stage-1 MSOP - Stage 1 which were approved during the Extraordinary General
Shareholders’ Meeting held on May 29, 2003, involved 2.18 of the total paid-up capital, with an exercise price of 110 of the offering price or equivalent to Rp742.5 full amount per share, and with a
vesting period of two years. The share option life is five years from the grant date. The number of stock options that can be exercised
for MSOP - Stage 1 at the end of the first year from the grant date is a maximum of 50 of the total options granted, and the remaining 50 may be exercised at the end of the second year up through the
end of the fifth year. On July 14, 2003, the date of the Bank’s IPO, the Bank granted MSOP - Stage 1 amounting to
378,583,785 share options with an exercise price of Rp742.5 full amount per share or 110 of the offering price.
The fair value of MSOP – Stage 1 stock options granted as of July 14, 2003 was Rp69.71 full amount based on a valuation report issued by PT Watson Wyatt Indonesia dated March 4, 2004.
The General Shareholders’ Meeting held on May 16, 2005 approved the MSOP – Stage 2 amounting to 312,000,000 share options. Exercise price and nominal value for each share is Rp1,190.5 full amount
for the first two execution period and Rp500 full amount, respectively. MSOP – Stage 2 share option life is five years from the grant date, which was on June 21, 2005. The
number of stock options that can be exercised since June 20, 2006 is a maximum of 50 of the total options granted, and the remaining 50 may be exercised after June 20, 2007. The exercise of the share
options is in accordance with Jakarta Stock Exchange regulation that the window for exercise is only two times a year.
The exercise period of MSOP – Stage 2 is in accordance with window trading regulation that is 2 two trading days after quarterly financial statements publication and closed on 30 thirty trading days
afterwards or when there is a non material non public information or corporate action, whichever is earlier.
The fair value of MSOP – Stage 2 stock options granted as of May 16, 2005 was Rp642.28 full amount based on a valuation report issued by PT Watson Wyatt Indonesia dated February 27, 2006.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 Unaudited and 2005 Audited Expressed in millions of Rupiah, unless otherwise stated
106
33. MANAGEMENT STOCK OPTION PLAN continued
