PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003, April 30, 2003 and December 31, 2002 Expressed in millions of Rupiah, unless otherwise stated
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32. SHAREHOLDERS’ EQUITY continued
Authorized, Issued and Fully Paid-up Capital continued 4. General Shareholders Meetings concerning mergers, acquisitions and take overs should be
attended by and approved by the Dwiwarna A Series shareholder; 5. General Shareholders Meetings concerning dissolution and liquidation should be attended by and
approved by the Dwiwarna A Series shareholder. The changes in the capital structure are based on the Minutes of Meeting regarding the amendment
of the Articles of Association Pernyataan Keputusan Rapat Perubahan Anggaran Dasar of PT Bank Mandiri Persero as notarized by Sutjipto, S.H., No. 2, dated June 1, 2003. The amendment was
approved by the Minister of Justice and Human Rights through decree No. C-12783 HT.01.04.TH.2003 dated June 6, 2003 and announced in Appendix No. 517L of State Gazette of the
Republic of Indonesia No. 63 dated August 8, 2003 Note 1.
The increase in paid-up capital of Bank Mandiri from Rp4,251,000 to Rp10,000,000 was made through the following:
a. 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 Minister of State-Owned Enterprises, as the Bank’s shareholder, No. KEP-154M-MBU2002 dated
October 29, 2002.
b. 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 Shareholder Meeting held in May 29, 2003, which was notarized on the same date by Sutjipto, S.H., 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 Grant and a Discounted Share Purchase 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 programs are recognized by Bank Mandiri through allocations 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. The Government plans to divest a further 10 shareholding in Bank Mandiri in line with Government of
Republic of Indonesia Regulation No. 272003 dated June 2, 2003, which approved the divestment of up to 30 of the Government’s shareholding in Bank Mandiri Note 62a.
Additional Paid-In CapitalAgio The additional paid-in capitalagio as of December 31, 2003, April 30, 2003 and December 31, 2002
amounting to Rp5,926,418, Rp10,675,418 and Rp173,550,319, respectively, represents additional paid- up capital arising from the Recapitalization Program Note 3.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003, April 30, 2003 and December 31, 2002 Expressed in millions of Rupiah, unless otherwise stated
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32. SHAREHOLDERS’ EQUITY continued
