NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5121 36. SUBORDINATED LOANS continued
Bank Indonesia continued
Bank Indonesia agreed to restructure the subordinated loans of BDN amounting to Rp736,859 and from Bapindo previously recorded as Loan Capital amounting to Rp1,755,000 as stated in Bank
Indonesia letter No. 6360BKr dated 23 November 2004 regarding the Restructuring of Subordinated Loans. Under the restructuring, the subordinated loans of both ex-legacies are combined into the
amount of Rp2,491,859, with a repayment period of 10 ten years from 2004 to 2014. The restructured loan bears an interest rate of 0.20 per annum which is calculated based on the
remaining principal loan balance. The restructuring of the subordinated loans was legalised in the notarial deed of Restructuring Agreement of Subordinated Loan No. 4 dated 7 December 2004 by
Notary Ratih Gondokusumo Siswono, S.H. in Jakarta.
Based on Bank Indonesia letter No. 14327DKBU dated 19 December 2012 regarding the Restructuring of Subordinated Loans, Bank Indonesia agreed to restructure the subordinated loans by
changing the composition of principal amount installment over the remaining period and required additional collateral pledged in form of Government Bonds VR0029 series amounting to Rp2,061,459
without preference rights Note 8c. The restructuring of the subordinated loans was legalised in the notarial deed No. 15 regarding the Addendum of the Restructuring of Subordinated Loans Agreement
and notarial deed No. 16 regarding the submission of Collateral, which both dated on 19 December 2012 by Notary Mutiara Siswono Patiendra, S.H. in Jakarta.
Subordinated Bond Rupiah Bank Mandiri I 2009
In order to strengthen the capital structure and support the loan expansion, on 14 December 2009, Bank Mandiri has issued Subordinated Bond Rupiah Bank Mandiri I 2009 Subordinated Bond
amounting to Rp3,500,000. The proceeds from the issuance of Subordinated Bond is treated as lower tier 2 capital in accordance with regulation of Bank Indonesia. As at 31 December 2012, the
unamortised issuance cost of Subordinated Bond is amounting to Rp13,321 2011: Rp15,765.
The Subordinated Bond has obtained an approval from Bank Indonesia through the letter No. 11IIIDPB1TPB1-1 dated 14 December 2009 and became effective through the letter of
Chairman of the Capital Market Financial Institutions Supervisory Agency Bapepam and LK No. S-10414BL2009 dated 3 December 2009.
Bank Mandiri had listed the Subordinated Bond at the Indonesia Stock Exchange BEI on 14 December 2009, based on announcement from BEI on 11 December 2009. The Subordinated
Bond has tenor of 7 seven years and will mature on 11 December 2016, issued as scripless trading with a fixed coupon rate of 11.85 per annum. The trustee for the Subordinated Bond issued is PT
Bank Permata Tbk.
The interest on the Subordinated Bond are payable quarterly, with the first interest payment date on 11 March 2010 and the last payment date including the maturity date of the Subordinated Bond on
11 December 2016. The Bank has paid the interest of Subordinated Bond in accordance to the interest payment schedule.
There was no breach to the covenant of trusteeship agreement of Subordinated Bond for the period 1 January 2012 to 31 December 2012 unaudited.
As at 31 December 2012 and 2011, the rating of the Subordinated Bond based on Pefindo was
id
AA+ double A Plus.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5122 37. TEMPORARY SYIRKAH FUNDS
Temporary Syirkah funds consists of: a. Deposits from Customers
1 Demand Deposits
2012 2011
Rupiah Third parties
Mudharabah Musytarakah demand deposits 2,212
1,969 Restricted investment - demand deposits
271 -
Total Rupiah 2,483
1,969 Foreign currency
Third parties Mudharabah Musytarakah demand deposits
675 -
Restricted investment - demand deposits -
83,633 Total foreign currency
675 83,633
3,158 85,602
The restricted investment of demand deposits are deposit from third parties which will receive return from their restricted investment based on the agreed share nisbah of the Subsidiary’s
revenue.
2 Saving Deposits a. Based on type:
2012 2011
Related parties Note 54 Unrestricted investment - Mudharahah saving deposits
Institution Mudharahah saving deposits 17,820
- BSM saving deposits
9,866 8,161
Investa Cendekia saving deposits 1,246
345 Berencana BSM saving deposits
1,031 470
Mabrur saving deposits 142
151 30,105
9,127 Third parties
Restricted investment - saving deposits 720,451
400,377 Unrestricted investment - Mudharahah saving deposits
BSM saving deposits 14,421,195
11,380,170 Mabrur saving deposits
2,674,293 1,800,383
Investa Cendekia saving deposits 245,105
195,994 Berencana BSM saving deposits
146,550 125,045
Retirement saving deposits 8,235
- Qurban saving deposits
489 386
Al Washilyah Mandiri saving deposits 30
5 18,216,348
13,902,360 18,246,453
13,911,487
The restricted investment of saving deposits represent deposit from third parties which will receive return from their restricted investment based on the agreed share nisbah of the
Subsidiary’s revenue. The unrestricted investment of Mudharabah saving deposits represent third parties’ deposits
which will receive return from their investment based on the agreed share nisbah of the Subsidiary’s revenue.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5123 37. TEMPORARY SYIRKAH FUNDS continued
a. Deposits from Customers continued 2 Saving Deposits continued
b. Ranging of the Annual Profit Sharing Ratio for Unrestricted Investment of Mudharabah Saving Deposits:
2012 2011
Profit sharing ratio 0.23 - 7.17
0.24 - 7.43
3 Unrestricted Investment - Mudharabah Time Deposit
2012 2011
Rupiah Related parties Note 54
1,948,288 2,365,276
Third parties 18,630,912
19,928,261 Total Rupiah
20,579,200 22,293,537
Foreign currency Related parties Note 54
124 5,973
Third parties 1,247,320
1,225,202 Total foreign currencies
1,247,444 1,231,175
21,826,644 23,524,712
b. Deposits from Other Banks
2012 2011
Third parties Unrestricted investment - Mudharabah saving deposits
181,054 162,546
Unrestricted investment - Mudharabah time deposits 122,765
173,199 303,819
335,745
c. Other significant information related to the time deposits for deposits from customers and
deposits from other banks. 1 By contract period:
2012 2011
Rupiah: 1 month
12,227,135 15,839,854
3 months 2,030,792
3,690,758 6 months
5,918,354 1,644,208
12 months 525,684
1,291,916 Total Rupiah
20,701,965 22,466,736
Foreign currency: 1 month
959,493 889,800
3 months 215,710
129,142 6 months
45,215 20,120
12 months 27,026
192,113 Total foreign currencies
1,247,444 1,231,175
21,949,409 23,697,911
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5124 37. TEMPORARY SYIRKAH FUNDS continued
c. Other significant information related to the time deposits for deposits from customers and
deposits from other banks. continued 2 By remaining period until maturity dates:
2012 2011
Rupiah: 1 month
9,603,663 15,843,053
3 months 7,357,607
3,689,443 6 months
1,861,073 1,644,803
12 months 1,879,622
1,289,437 Total Rupiah
20,701,965 22,466,736
Foreign currency: 1 month
922,050 889,800
3 months 271,829
129,142 6 months
16,870 20,120
12 months 36,695
192,113 Total foreign currencies
1,247,444 1,231,175
21,949,409 23,697,911
Mudharabah time deposits represent third parties’ deposits which received a profit sharing return from the Subsidiary’s income over utilisation of its fund based on an agreed profit
sharing ratio arranged in Mudharabah Muthlaqah agreement.
3 Ranging of the Annual Profit Sharing Ratio for Mudharabah Time Deposits:
2012 2011
Rupiah 4.69 - 6.80
4.91 - 7.23 Foreign currency
1.36 - 1.81 0.91 - 1.78
4 Mudharabah time deposits with Mudharabah Muthlaqah agreement that is pledged as collateral for receivables and financing is amounting to Rp769,144 and Rp391,564 as at
31 December 2012 and 2011, respectively.
38. NON CONTROLLING INTEREST IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES
This account represents non controlling interests in net assets of consolidated Subsidiaries as follow:
2012 2011
AXA Mandiri Financial Services 1,563,243
534,170 Mandiri Tunas Finance
259,193 202,089
Mandiri AXA General Insurance 89,149
87,769 Bank Sinar Harapan Bali
31,090 28,191
Bumi Daya Plaza 8,696
7,798 Usaha Gedung Mandiri
1,295 1,100
Mandiri Sekuritas 79
72
1,952,745 861,189
Before Usaha Gedung Bank Dagang Negara
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5125 39. SHARE CAPITAL
a. Authorised, Issued and Fully Paid-in Capital
The Bank’s authorised, issued and fully paid-in capital as at 31 December 2012 and 2011, respectively, were as follows:
2012
Number of Nominal Value
Per Share Share Value
Percentage Of
Shares full amount
full amount Ownership
Authorised Capital
- Dwiwarna Share A Series 1
500 500
0.00 - Common Shares B Series
31,999,999,999 500
15,999,999,999,500 100.00
Total Authorised Capital 32,000,000,000
500 16,000,000,000,000
100.00 Issued and Fully Paid-in Capital
Republic of Indonesia - Dwiwarna Share A Series
1 500
500 0.00
- Common Shares B Series 13,999,999,999
500 6,999,999,999,500
60.00 Public less than 5 each
- Common Shares B Series 9,333,333,333
500 4,666,666,666,500
40.00
Total Issued and Fully Paid-in Capital
23,333,333,333 500
11,666,666,666,500 100.00
2011
Number of Nominal Value
Per Share Share Value
Percentage Of
Shares full amount
full amount Ownership
Authorised Capital
- Dwiwarna Share A Series 1
500 500
0.00 - Common Shares B Series
31,999,999,999 500
15,999,999,999,500 100.00
Total Authorised Capital 32,000,000,000
500 16,000,000,000,000
100.00 Issued and Fully Paid-in Capital
Republic of Indonesia - Dwiwarna Share A Series
1 500
500 0.00
- Common Shares B Series 13,999,999,999
500 6,999,999,999,500
60.00 Public less than 5 each
- Common Shares B Series 9,333,333,333
500 4,666,666,666,500
40.00
Total Issued and Fully Paid-in Capital
23,333,333,333 500
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 amounting to Rp16,000,000 with a nominal value of Rp1,000,000 full
amount per share.
The determination of issued and fully paid-in capital amounting 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:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5126 39. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid-in Capital continued
1. Cash payment through Bank Indonesia amounting to Rp1,600,004.
2. Placements in shares recorded as investments in shares of the Merged Banks amounting 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 from the excess of recapitalisation bonds issued under the 1st Recapitalisation Program as per Government Regulation No. 52 year 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-in 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-in 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 of which consists of 1 Dwiwarna share A Series and 19,999,999,999 Common shares B Series of
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 Agio.
The above changes in capital structure became effective starting 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 A Series 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 A Series Shareholders attend and approve certain agendas.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5127 39. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid-in Capital continued
The General Shareholders’ Meeting where the Dwiwarna share A Series’ Shareholder are mandatory to attend and approve the agendas 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 decree 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-in capital of Bank Mandiri from Rp4,251,000 to Rp10,000,000 was made through the following:
1. Partial return of fully paid-in 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-in 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 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 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.
