Quasi-Reorganisation 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 57 1. GENERAL continued g. Subsidiaries and Associates continued PT Bank Sinar Harapan Bali continued The increase of Bank Mandiri’s share ownership in BSHB was conducted in order to meet Bank Indonesia’s requirements regarding Good Corporate Governance, which required the Bank’s President Director to come from an independent party. Bank Mandiri has obtained approval from Bank Indonesia through its letter No. 11103DPB1TPB1-1 dated 21 August 2009 for the additional capital injection in BSHB. Through this additional capital, the Bank’s ownership in BSHB increased from 80.00 to 81.46 of the total shares issued with a total share value of Rp81,461 compared to the original amount of Rp80,000. PT Mandiri Tunas Finance PT Mandiri Tunas Finance “MTF”, formerly PT Tunas Financindo Sarana “TFS” is a company engaged in consumer financing activities. MTF was established based on notarial deed Misahardi Wilamarta, SH, No. 262 dated 17 May 1989 and approved by the Ministry of Justice through its decision letter No. C2-4868.HT.01.01.TH.89 dated 1 June 1989 and published in State Gazette No. 57, Supplement No. 1369 dated 18 July 1989. Based on notarial deed Dr. A. Partomuan Pohan, SH, LLM, dated on 6 February 2009, the Bank entered into a sales and purchase agreement with MTF’s shareholders PT Tunas Ridean Tbk. and PT Tunas Mobilindo Parama to acquire 51.00 ownership of MTF through its purchase of 1,275,000,000 shares of MTF the nominal value of Rp100 full amount per share amounted to Rp290,000. The acquisition of 51.00 of MTF shares ownership by Bank Mandiri was approved in the Extraordinary General Shareholders’ Meeting of MTF as stated in the Minutes of Extraordinary General Shareholders’ Meeting No. 8 dated 6 February 2009 and listed in Legal Administration Ministry of Law and Human Rights as affirmed by the Ministry of Law and Human Rights through its letter No. AHU-AH.01.10-01575 dated 11 March 2009. This acquisition has been approved by Bank Indonesia through the Decree of the Governor of Bank Indonesia No. 113DPB1TPB1-1 dated 8 January 2009. The amendment of the TFS’s name to become MTF was undertaken on 26 June 2009, in accordance with a resolution on notarial deed of PT Tunas Financindo Sarana No. 181 dated 26 June 2009, notarised by notarial Dr. Irawan Soerodjo, S.H., Msi. The Articles of Association was approved by the Ministry of Law and Human Rights Republic of Indonesia in its Decision Letter No. AHU-4056.AH.01.02.TH.09 dated 26 August 2009. Goodwill which incurred from acquisition of MTF amounting to Rp156,807 is amortised over 5 five years on a straight line basis as its represents the estimate economic life of the goodwill. Goodwill amortisation expense for the year ended 31 December 2009 amounting to Rp28,748 has been charged to the consolidated statement of income for the year ended 2009. 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 58 1. GENERAL continued h. Structure and Management Bank Mandiri’s head office is located on Jl. Jend. Gatot Subroto Kav. 36-38, South Jakarta, Indonesia. As at 31 December 2009, 2008 and 2007 Bank Mandiri’s domestic and overseas offices are as follows: 2009 2008 2007 Domestic Regional Offices 12 10 10 Domestic Branches: Area Community Branches Branch Cash Outlets 62 115 856 62 59 118 359 491 58 99 341 458 1,095 1,027 956 Overseas Branches 4 4 4 Representative Office 1 1 1 As at 31 December 2009, 2008 and 2007, Bank Mandiri has overseas branches located in Cayman Island, Singapore, Hong Kong and Timor Leste and a representative office in Shanghai, China. Since 9 January 2007, to support Bank Mandiri’s aspiration to become the Dominant Multi- Specialist Bank, Bank Mandiri has amended its organisation structure into Strategic Business Units SBU. In general, SBU consists of three major groups, which are: 1. Business Units, responsible as the Bank’s main business development consists of 6 six Directorates which are Corporate Banking, Commercial Banking, Consumer Finance, Micro Retail Banking, Treasury International Banking and Special Asset Management; 2. Corporate Centers, responsible to manage the Bank’s critical resources and support the Bank’s policies consists of 3 three Directorates which are Risk Management, Compliance Human Capital and Finance Strategy; 3. Shared Services, as a supporting unit to support the Bank’s overall operational activities which manages by Directorate Technology Operations. As at 31 December 2009, 2008 and 2007, the members of Bank Mandiri’s Board of Commissioners and Directors are as follows: 2009 2008 2007 Board of Commissioners Chairman and Independent Commissioner : Edwin Gerungan Edwin Gerungan Edwin Gerungan Deputy Chairman : Muchayat Muchayat Muchayat Commissioner : Mahmuddin Yasin Mahmuddin Yasin Richard Claproth Independent Commissioner : Soedarjono Soedarjono Soedarjono Independent Commissioner : Pradjoto Pradjoto Pradjoto Independent Commissioner : Gunarni Soeworo Gunarni Soeworo Gunarni Soeworo Independent Commissioner : - - Yap Tjay Soen Since closing of Annual General Shareholders’ Meeting on 29 M ay 2008 Until the closing of Annual General Shareholders’ Meeting on 29 May 2008 Effectively resigned on 15 May 2008. The release and discharge acquit et de charge of his role as a commissioner from 1 January 2008 up to 15 May 2008 was decided in the Annual General Shareholders’ Meeting on 4 May 2009.