PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2013 AND 2012
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5127 40. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid Capital continued
As a follow up action on the Government of Republic of Indonesia Regulation No. 272003 dated 2 June 2003, which approved the divestment of the Government ownership in Bank Mandiri of up to
30.00, and based on a decision of Tim Kebijakan Privatisasi Badan Usaha Milik Negara No. Kep- 05TKP012004 dated 19 January 2004, the Government of the Republic of Indonesia divested an
additional 10.00 ownership interest in Bank Mandiri or 2,000,000,000 shares of Common Shares of B Series on 11 March 2004 through private placement.
On 14 July 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
Rp742.50 full amount per share and a nominal value of Rp500 full amount per share. The share
options are recorded in the Shareholders’ Equity account - Share Options at fair value amounted to Rp69.71 full amount per share options. MSOP Stage 1 has been exercised in total 375,365,957
shares, thereby increasing the total issued and fully paid capital by Rp187,683, share premium by Rp117,193. MSOP stage 1 could be exercised until 13 July 2008 based on Announcement of
Indonesia Stock Exchange formerly Jakarta Stock Exchange No. Peng-262BEJ.PJSP07-2004 dated 14 July 2004.
The Annual General
Shareholders’ Meeting on 16 May 2005 approved MSOP Stage 2 amounted to 312,000,000 share options. The exercise price for each share is Rp1,190.50 full amount to be
exercised in the first year and Rp2,493 full amount to be exercised in the second year and the following year. The nominal value per share is Rp500 full amount. The Bank recorded MSOP
Stage 2 in the shareholders’ equity account - Share Options with fair value amounted to Rp642.28 full amount per share options. MSOP Stage 2 has been exercised in total 311,713,697 shares
thereby increasing the total issued and fully paid capital by Rp155,857, share premium by Rp425,233. The fifth period the last period to exercise the MSOP Stage 2 conversion option right
start from 4 May 2010 during 30 trading days as published in the Announcement of the Indonesia Stock Exchange formerly Jakarta Stock Exchange No. Peng-97BEJ-PSJP02-2007 dated 2
February 2007. The un-exercised MSOP Stage 2 stock option was 286,303 shares or amounting to Rp184 that has expired and recorded as additional paid-in capitalagio.
The Annual General Shareholders’ Meeting on 22 May 2006 approved MSOP Stage 3 amounted to 309,416,215 share options. The General Shareholders’ Meeting also delegated an authority to the
Board of Commissioners to determine the execution and monitoring policy of MSOP Stage 3 including the options implementation and report it in the next annual general shareholders’ meeting.
The exercise price for each share in the MSOP Stage 3 is Rp1,495.08 full amount with nominal value of Rp500 full amount per share. The Bank recorded MSOP Stage 3 as part of the
shareholders’ equity account at fair value amounted to Rp593.89 full amount per share option. The total option that has been exercised in MSOP Stage 3 was 309,415,088 shares thereby increasing
the total issued and fully paid capital by Rp154,707 and share premium by Rp491,651. The execution period of MSOP Stage 3 ended in February 2011, before the commencement Bank
Mandiri pre-emptive rights trading dated 14 February 2011 until 21 February 2011. The un- exercised MSOP Stage 3 stock option was 1,127 shares or amounting to Rp4 that has expired and
recorded as additional paid-in capitalagio. On 27 December 2010, Bank Mandiri submitted a first registration to the Financial Services
Authority formerly
Capital Market Supervisory Board and Financial Institution “Bapepam and LK” in relation to the limited public offering to the Bank’s shareholders in respect to the issuance of pre-
emptive rights Rights of 2,336,838,591 shares series B. The limited public offering has been approved by the Board of Commissioners through its letter dated 29 April 2010. The Bank has
submitted the notification letter regarding the limited public offering to Bank Indonesia through its letter dated 17 September 2010. The limited public offering has been enacted through the
Indonesian Government Regulation No. 75 of 2010 dated 20 November 2010.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2013 AND 2012
Expressed in millions of Rupiah, unless otherwise stated
Appendix 5128 40. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid Capital continued
The Limited Public Offering LPO has been approved by the Capital Market Supervisory Board and Financial Institution “Bapepam and LK” through its letter No. S-807BL2011 dated 27 January
2011, and the LPO has become effective after obtaining approval in the Extraordinary General Shareholders Meeting held on 28 January 2011.
The pre-emptive rights of 2,336,838,591 shares were traded during the period of 14 - 21 February 2011 with an exercise price of Rp5,000 full amount per share which resulted in an additional of
issued and paid-up capital amounted to Rp1,168,420.
b. Additional Paid-In CapitalShare Premium
The additional paid-in capitalagio as at 31 December 2013 and 2012 amounted to Rp17,316,192 and Rp17,195,760 are derived from Limited Public Offering and Recapitalisation Program Note 1c
and Sale
of Bank
Mandiri Shareholding
in PT
Usaha Gedung
Mandiri and
PT Bumi Daya Plaza Note 1g. As at 31 December 2013 and 2012, the share premium amount of Rp17,316,192 and Rp17,195,760 already includes the share premium from LPO Note 40a
amounted to Rp10,515,774 before deducted by expenditures related to the LPO amounted to Rp274,078. The additional share premium in 2013 amounting Rp113,817 in the consolidated
financial statements Rp273,932 in Parent Entity financial statements is generated from the transfer of share ownership of Bank Mandiri in UGM and BDP to entities under common control, which
represents the difference between selling price and book value of shares in consolidated financial statements Note 1g. The difference between selling price and book value of shares recorded as
share premium in Parent Entity and consolidated financial statements are amounted to Rp273,932 and Rp113,817, respetively.
Based on the results of a due diligence review conducted on behalf of the Government dated 31 December 1999 and Management Contract IMPA dated 8 April 2000, it was decided that there
was an excess on recapitalisation amounted to Rp4,069,000. The Bank has refunded Rp2,657,000 of Government Recapitalisation Bonds to the Government on 7 July 2000 pursuant to the
Management Contract. The remaining balance of Rp1,412,000 was refunded to the Government on 25 April 2003 based on approval from the shareholders during its meeting on 29 October 2002 and
the Ministry of State-Owned Enterprises Decision Letter No. KEP-154M-MBU2002 dated 29 October 2002.
The refund for above excess of recapitalisation amounted to Rp1,412,000 includes a portion of issued and fully paid capital of Rp251,000.
On 23 May 2003,
the Minister of Finance of the Republic of Indonesia issued Decree “KMK-RI” No. 227KMK.022003 dated 23 May 2003, which was amended by KMK-RI No. 420KMK.022003
dated 30 September 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. The following are the matters decided under the KMK-RI:
a. The final Bank Mandiri recapitalisation amount is Rp173,801,315; b. The recapitalisation fund of Rp5,000,000 is converted into 5,000,000 new shares issued by Bank
Mandiri with a nominal value of Rp1,000,000 full amount per share; c. The remaining recapitalisation fund amount of Rp168,801,315 is recorded as share premium
within the capital structure of Bank Mandiri.
