PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2011 AND 2010
Expressed in millions of Rupiah, unless otherwise stated
Appendix 56 1. GENERAL continued
g. Subsidiaries and Associates continued 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 amounting Rp200,000. Bank Mandiri already obtained 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 amounting Rp300,000. Bank Mandiri already obtained approval from Bank Indonesia through its
letter dated 27 December 2011 and from shareholders through the shareholder circular resolution letter dated 29 December 2011.
PT Usaha Gedung Bank Dagang Negara
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.
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 BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2011 AND 2010
Expressed in millions of Rupiah, unless otherwise stated
Appendix 57 1. GENERAL continued
g. Subsidiaries and Associates continued 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 bussines 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.
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.
On 22 October 2009, the Bank increased its share ownership of BSHB by 1 .46 of the total shares issued and fully paid 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 which has been 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 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 shares issued 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 BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2011 AND 2010
Expressed in millions of Rupiah, unless otherwise stated
Appendix 58 1. GENERAL continued
g. Subsidiaries and Associates continued 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.
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 arising from acquisition of MTF amounted to Rp156,807 was amortised over 5 five years on a straight line basis as its represented the estimate economic life. The goodwill amortisation
expense for the period of 1 January 2010 to 31 December 2010 amounted to Rp31,361 was charged to the consolidated statement of income. The unamortised goodwill balance as at 31
December 2010 amounted to Rp96,697. 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.
Mandiri International Remittance Sendirian Berhad
Mandiri International Remittance Sendirian Berhad “MIR” is a wholly owned Subsidiary of Bank Mandiri and became a Malaysian legal entity on 17 March 2009 based on registration No. 850077-P.
MIR is engaged in money remittance service under the provisions of the Bank Negara Malaysia “BNM”. MIR has obtained an approval from Bank Indonesia “BI” through letter No. 10548DPB1
dated 14 November 2008 and approval from BNM to conduct operational activities through its letter No. KL.EC.15018562 dated 18 November 2009. MIR officially commenced its operations on 29
November 2009 and is currently located in Kuala Lumpur, Malaysia. The services provided by MIR is currently limited to remittance service to Bank Mandiri’s customer accounts.
