NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 56 1. GENERAL continued
g. Subsidiaries and Associates continued
The Subsidiaries’ total assets as at 31 December 2012 and 2011 before elimination amounting to Rp78,782,852 dan Rp68,301,466 or 12.39 and 12.38 of the total consolidated assets,
respectively.
PT Bank Syariah Mandiri
PT Bank Syariah Mandiri “BSM” is engaged in banking activities in accordance with sharia banking principles. BSM was established in the Republic of Indonesia on 15 June 1955 under the name of
PT Bank Industri Nasional “PT Bina”. Then PT Bina changed its name to PT Bank Maritim Indonesia on 12 September 1968 which then subsequently changed the name to become PT Bank
Susila Bhakti on 6 June 1974, a Subsidiary of BDN. Subsequently it became PT Bank Syariah Mandiri based on notarial deed of Sutjipto, S.H., No. 23 dated 8 September 1999. BSM obtained a
license as a commercial bank based on the decision letter of the Minister of Finance of the Republic of Indonesia No. 275122U.M.II dated 19 December 1995 and officially commenced its sharia
operations in 1999.
On 18 March 2011, Bank Mandiri made an additional capital contribution in form of cash to BSM amounted to Rp200,000. Bank Mandiri already obtained an approval from Bank Indonesia through
its letter dated 31 January 2011 and from shareholders through the shareholder circular resolution letter dated 28 February 2011.
On 29 December 2011, Bank Mandiri made an additional capital contribution in form of cash to BSM amounted to Rp300,000. Bank Mandiri already obtained an approval from Bank Indonesia through
its letter dated 27 December 2011 and from shareholders through the shareholder circular resolution letter dated 29 December 2011 on the increase in capital.
On 21 December 2012, the Bank made additional equity investments in cash in subsidiaries, BSM for Rp300,000. The Bank has obtained an approval from Bank Indonesia through a letter dated
21 December 2012 and Decision Out of Meeting of Shareholders circular resolution dated 21 November 2012 on the increase in capital.
PT Usaha Gedung Mandiri
PT Usaha Gedung Mandiri “UGM”, formerly PT Usaha Gedung Bank Dagang Negara “UGBDN” is engaged in property management and office rental activities. UGBDN was established in Jakarta
based on notarial deed No. 104 of Abdul Latief, S.H., dated 29 October 1971 and officially commenced its operations in that year. The Company’s Article of Association has been amended
several times. The latest amendment as notarised by Hadijah, SH number 11 dated 9 May 2011 and has been approved by the Ministry of Law and Human Rights Republic of Indonesia No. AHU-
32285.AHA.01.02 Year 2011 dated 28 June 2011. UGBDN owns 25.00 of PT Pengelola Investama Mandiri “PIM” share capital, a company which was initially established to manage ex-
legacy banks’ share investments that have now been transferred to PIM.
The amendment of the UGBDN’s name to become UGM was undertaken on 9 November 2012, in accordance with a resolution on notarial deed No. 44 dated 26 September 2012, notarised by
notarial Hadijah, S.H., MKn regarding changes in entity’s logo and entity’s name from PT Usaha Gedung Bank Dagang Negara to become PT Usaha Gedung Mandiri. The Articles of Association
was approved by the Ministry of Law and Human Rights Republic of Indonesia in its decision letter No. AHU-57420.AH.01.02 dated 9 November 2012.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 57 1. GENERAL continued
g. Subsidiaries and Associates continued PT Bumi Daya Plaza
PT Bumi Daya Plaza “BDP” is engaged in property management and office rental activities. BDP was established in Jakarta, Indonesia based on notarial deed No. 33 of Ny. Subagyo Reksodipuro,
S.H., dated 22 December 1978 and officially commenced its operations in that year. The Company’s Articles of Association has been amended several times, where the latest amendment has been
approved by the Ministry of Justice of the Republic of Indonesia based on its decision letter No. AHU-27050.AH.01.02 Year 2010, dated 26 May 2010. The amendment has been registered in the
company listing of Ministry of Law and Human Rights of the Republic of Indonesia No. AHU- 0040061.AH.01.09 Year 2010 dated 26 May 2010. BDP owns 75.00 of PIM’s share capital.
Bank Mandiri Europe Limited
Bank Mandiri Europe Limited “BMEL” was established in London, United Kingdom on 22 June 1999 under “The Companies Act 1985 of the United Kingdom”. It was established from the
conversion of Bank Exim London branch to a Subsidiary and operate effectively on 31 July 1999. BMEL is mandated to act as a commercial bank to represent the interests of Bank Mandiri and
located in London, United Kingdom.
PT Mandiri Sekuritas
PT Mandiri Sekuritas was established in Jakarta on 31 July 2000 based on notarial deed of Ny. Vita Buena, S.H., replacing Sutjipto, S.H., No. 116 It was established through the merger of PT Bumi
Daya Sekuritas “BDS”, PT Exim Sekuritas “ES” and PT Merincorp Securities Indonesia “MSI”, whereby BDS and ES merged into MSI. MSI obtained its brokerage and underwriting licenses from
the Chairman of the Capital Market Supervisory Agency through decree No. KEP-12PM1992 and No. KEP-13PM1992 and officially commenced its operations dated 23 January 1992. The merger
was approved by the Ministry of Law and Legislation of the Republic of Indonesia on 25 August 2000 based on decision letter No. C-18762.HT.01.01-TH.2000 and the business license that was
previously obtained by MSI can still be used by PT Mandiri Sekuritas. PT Mandiri Sekuritas owns 99.90 of the total share capital of PT Mandiri Manajemen Investasi, a Subsidiary established on
26 October 2004 and engaged in investment management and advisory activities.
On 28 December 2012, the Bank made additional equity investments in Mandiri Sekuritas, amounted to Rp29,512. The Bank has obtained an approval from Bank Indonesia through a letter
dated 31 October 2012 and the approval from Decision Out of Meeting of Shareholder circular resolution dated 27 December 2012 on the increase in capital.
Through this additional capital, the share ownership of Bank Mandiri in Mandiri Sekuritas increased from 95.69 to 99,99 of the total issued shares in Mandiri Sekuritas.
PT Bank Sinar Harapan Bali
PT Bank Sinar Harapan Bali “BSHB” was established on 3 November 1992 based on the notarial deed No. 4 of Ida Bagus Alit Sudiatmika, S.H., in Denpasar. BSHB obtained its license based on the
decision letter of the Minister of Finance of the Republic of Indonesia No. 77KMK.0171994 and officially commenced its operations on 10 March 1999. On 3 May 2008, the signing of the acquisition
deed was made between the shareholders of BSHB and Bank Mandiri as covered in the acquisition deed No. 4 dated 3 May 2008 of I Wayan Sugitha, S.H., in Denpasar. The signing deed marked the
beginning of the Bank’s 80.00 ownership of BSHB whereby subsequently, BSHB was managed separately and independently from Bank Mandiri. BSHB is treated as a stand alone bank in order to
predominantly focus on the expansion of Micro Business and Small Business.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011
Expressed in millions of Rupiah, unless otherwise stated
Appendix 58 1. GENERAL continued
g. Subsidiaries and Associates continued PT Bank Sinar Harapan Bali continued
On 22 October 2009, the Bank increased its share ownership in BSHB by 1.46 of the total issued and fully paid shares or equivalent to Rp1,460,657,000 full amount by purchasing all of the shares
owned by BSHB’s President Director of 2,921,314 shares as documented in Shares Sales-Purchase Agreement No. 52 of notary Ni Wayan Widastri, S.H., dated 22 October 2009 in Denpasar, Bali.
The increase of Bank Mandiri’s share ownership in BSHB was conducted in order to meet Bank Indonesia’s requirements regarding Good Corporate Governance, as the BSHB’s President Director
must be an independent party of BSHB. Bank Mandiri has obtained an approval from Bank Indonesia through its letter No. 11103DPB1TPB1-1 dated 21 August 2009 for the additional capital
in BSHB.
Through this additional capital, the Bank’s ownership in BSHB increased from 80.00 to 81.46 of the total issued shares with a total share value of Rp81,461 compared to the original amount of
Rp80,000.
Goodwill arising from the acquisition of BSHB amounted to Rp19,219 was amortised over 5 five years on a straight line basis as it represented the estimated economic life. The goodwill
amortisation expense for the period of 1 January 2010 to 31 December 2010 amounted to Rp3,844 was charged to the consolidated statement of income. As at 31 December 2010, the unamortised
goodwill balance amounted to Rp8,969. Effective 1 January 2011, the Bank ceased the amortisation of goodwill and will regularly asses and evaluate goodwill impairment in accordance with SFAS
No. 22 Revised 2010 “Business Combination” refer to Note 2s.
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 of Misahardi
Wilamarta, S.H., 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. MTF commenced its commercial activities in 1989. MTF obtained a business license to operate in leasing, factoring and consumer financing from
Minister of Finance in its decision letter No. 1021KMK.131989 dated 7 September 1989, No. 54KMK.0131992 dated 15 January 1992 and No. 19KMK.0172001 dated 19 January 2001.
Based on notarial deed Dr. A. Partomuan Pohan, S.H., 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 amounting 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.
