PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2005 and 2004 Expressed in millions of Rupiah, unless otherwise stated
102
32. SHAREHOLDERS’ EQUITY continued
a. Authorized, Issued and Fully Paid-up Capital continued The increase in paid-up capital of Bank Mandiri from Rp4,251,000 to Rp10,000,000 was made through
the following: 1. Return of paid-up capital of Rp251,000 to the Government as a part of the return of excess
recapitalization of Rp1,412,000 which was retained by Bank Mandiri, and an increase in capital amounting to Rp1,000,000 from the capitalization of reserves, based on Government Regulation
PP No. 262003 dated May 29, 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
Minister of State-Owned Enterprises, as the Bank’s shareholder, No. KEP-154M-MBU2002 dated October 29, 2002.
2. Increase in fully paid-up capital of Rp5,000,000 from the capitalization of additional paid-up capital based on the Decree of the Minister of Finance of the Republic of Indonesia “KMK RI”
No. 227202.022003 dated May 23, 2003 regarding “The final amount and implementation of the Government’s rights arising from the additional share participation of the Government of the
Republic of Indonesia in Bank Mandiri in connection with the general banking recapitalization program”.
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 – Stage 1 Management Stock Option Plan – Stage 1, the Bank issued 378,583,785 share options for the management with an exercise price of
Rp742.5 full amount per share and a nominal value of Rp500 full amount per share. The share options are recorded in the equity account – Share Options amounting to Rp69,71 per options. As at
December 31, 2005, MSOP – Stage 1 options exercised totalled 255,717,364 shares, thereby increasing the total issued and fullly paid-up capital by Rp127,859 and agio by Rp79,837.
The General Shareholders’ Meeting on May 16, 2005 approved MSOP – Stage 2 amounting to 312,000,000 share options. The exercise price and nominal value for each share is Rp1,190.5 full
amount and Rp500 full amount, respectively. As at December 31, 2005, the Bank recorded MSOP – Stage 2 in the equity account – Share Options with fair value amounting to Rp642.28 per share
options. As of December 31, 2005, there are no options excercised for MSOP – Stage 2.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2005 and 2004 Expressed in millions of Rupiah, unless otherwise stated
103
32. SHAREHOLDERS’ EQUITY continued
b. Additional Paid-In CapitalAgio The additional paid-in capitalagio of Rp6,006,255 and Rp5,967,897, as of December 31, 2005 and 2004,
respectively, represents additional paid-up capital arising from the Recapitalization Program Note 1c. The increase in agio amounting to Rp79,837 as of December 31, 2005 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.
The return of the above excess recapitalization amounting to Rp1,412,000 includes issued and fully paid-up capital of Rp251,000.
On May 23, 2003, the Minister of Finance of the Republic of Indonesia issued decree “KMK-RI” No. 227KMK.022003 dated May 23, 2003, which was amended by KMK No. 420KMK.022003 dated
September 30, 2003, which provides further guidance on Government Regulations No. 52 year 1999 and No. 97 year 1999 regarding the additional Government participation in Bank Mandiri’s capital.
Matters decided under the KMK RI, among others, are as follows:
a. The final Bank Mandiri recapitalization amount is Rp173,801,314,557,593 full amount; b. Recapitalization of Rp5,000,000,000,000 full amount is converted into 5,000,000 full amount new
shares issued by Bank Mandiri with a nominal value of Rp1,000,000 full amount per share; c. The remaining recapitalization amount of Rp168,801,314,557,593 full amount is recorded as agio.
Through quasi-reorganization, the Bank’s accumulated losses as of April 30, 2003 amounting to Rp162,874,901 were eliminated against additional paid-in capitalagio.
c. Premises and Equipment Revaluation Increment The premises and equipment revaluation increment amounting to Rp3,056,724 as of December 31, 2005
and 2004, represents the revaluation increment of the premises and equipment of the Merged Banks based on an appraisal as of July 31, 1999. This was based on the Decision Letter of the Minister of
Finance No. 211KMK.032003 dated May 14, 2003, Bank Mandiri letter No. S.206MK.012003 dated May 21, 2003 and approval of the Directorate General of Taxation, through the Head of State and
Regional Offices of Corporate Tax Services Decision Letter No. KEP-01WPJ.07KP.01052003 dated June 18, 2003.
