Additional Paid-In CapitalAgio Mandiri - Investor Relations - Audited Financials 2009 12English

PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2009, 2008 AND 2007 Expressed in millions of Rupiah, unless otherwise stated Appendix 5104 33. MANAGEMENT STOCK OPTION PLAN Based on the Extraordinary General Shareholders’ Meeting held on 29 May 2003, which was notarised on the same date by notary 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 an MSOP program to attract, retain and motivate senior management and other key employees at certain levels and criteria. In accordance with Jakarta Stock Exchanche Regulation No. 1A, the Bank issued MSOP shares through additional common shares B Series issued without the Pre Emptive Right, up to the maximum of 5.00 from the total issued and fully paid-in capital or equivalent to 1 one billion of common shares B Series with par value of Rp500 full amount per share. MSOP Stage 1 The share option period 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 of vesting periodrecognition of compensation right is 50.00 of the total options granted, and the remaining 50.00 can be exercised at the end of the second year of the vesting period up to the end of the fifth year. On 14 July 2003, with the approval of Extraordinary General Shareholders’ Meeting held on 29 May 2003, the Bank granted MSOP Stage 1 amounting to 378,583,785 share options with an exercise price of Rp742.50 full amount per share or 110.00 of the offering price per share with a vesting period of two years. The fair value of MSOP Stage 1 stock options granted on 14 July 2003 was Rp69.71 full amount based on a valuation report issued by PT Watson Wyatt Indonesia dated 4 March 2004. MSOP Stage 2 The Annual General Shareholders’ Meeting held on 16 May 2005 approved the MSOP Stage 2 amounting to 312,000,000 share options. Exercise price for each share is Rp1,190.50 full amount for the first year of execution and Rp2,493 full amount for the remaining exercised period up to the end of the option life time. The share option period of MSOP Stage 2 is five years from the grant date, since eligibility date on 21 June 2005. After 4 December 2006, all share options in MSOP in Stage 2 could be 100.00 exercised from the total option granted. The fair value of MSOP Stage 2 which was granted on 16 May 2005 was Rp642.28 full amount based on a valuation report issued by PT Watson Wyatt Indonesia dated 27 February 2006. MSOP Stage 3 The Annual General Shareholders’ Meeting held on 22 May 2006 approved the MSOP Stage 3 amounting to 309,416,215 share options. Exercise price per each share is Rp1,495.08 full amount during the options period. The decision of the stock options allocation and the policy of MSOP Stage 3 was determined by the Board of Commissioners on 28 July 2006. The option period of MSOP Stage 3 is 5 five years from the grant date with five exercise periods executed maximum twice a year which was announced in the announcement of Jakarta Stock Exchange No. Peng-989BEJ-PSJP10-2006 dated 31 October 2006. PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2009, 2008 AND 2007 Expressed in millions of Rupiah, unless otherwise stated Appendix 5105 33. MANAGEMENT STOCK OPTION PLAN continued Based on the policy of the Board of Commissioners, on 30 October 2007, the Bank stated that MSOP Stage 3 can be exercised on the first period 7 May 2007 and 5 November 2007 for maximum of 50.00 from total options granted. The remaining 50.00 can be exercised on the next period the second period or the next periods. The fair value of MSOP Stage 3 stock options granted on 22 May 2006 was Rp593.89 full amount based on a valuation report issued by PT Watson Wyatt Indonesia dated 22 February 2007. The fair value of MSOP Stage 1, MSOP Stage 2 and MSOP Stage 3 were estimated using the Black Scholes option pricing model with the following assumptions: MSOP Stage 1 MSOP Stage 2 MSOP Stage 3 Risk free interest rate 8.46 9.50 11.65 Expected option period 5 years 5 years 5 years Expected volatility of stock price 24.53 50.00 50.00 Expected dividend yield 7.63 7.63 7.75 Employee turnover rate 1.00 1.00 1.00 Number of options exercised during the year ended 31 December 2009 totaled 64,469,017 options Notes 32a and 32b which consist of MSOP Stage 2 and MSOP Stage 3 of 86,800 options and 64,382,217 options, respectively. Number of options exercised during the year ended 31 December 2008 totaled 92,882,614 options Notes 32a and 32b which consist of MSOP Stage 1, MSOP Stage 2 and MSOP Stage 3 of 4,835,783 options, 55,110 options and 87,991,721 options, respectively. Number of option exercised during the year ended 31 December 2007 totaled 181,547,707 options Notes 32a and 32b which comprised of MSOP Stage 1, MSOP Stage 2 and MSOP Stage 3 of 43,512,471 options, 687,178 options and 137,348,058 options, respectively. A summary of the Management Stock Option Plan and the movements during the period full amount: 2009 Number of options Weighted average fair value of options full amount Weighted average excercise price of options full amount Value of Options Option outstanding at beginning of the year 91,134,384 597.64 1,572.36 54,465 Option exercised during the year 64,469,017 593.96 1,496.42 38,291 Options that can be exercised at the end of the year 26,665,367 606.54 1,755.97 16,174 2008 Number of options Weighted average fair value of options full amount Weighted average excercise price of options full amount Value of Options Option outstanding at beginning of the year 187,234,826 573.18 1,500.62 107,320 Option exercised during the year 92,882,614 566.63 1,456.49 52,630 Options have been expired 3,217,828 69.71 742.50 225 Options that can be exercised at the end of the year 91,134,384 597.64 1,572.36 54,465