PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2016 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated
174
40. SHARE CAPITAL continued a. Authorised, Issued and Fully Paid Capital continued
The Bank’s authorised, issued and fully paid capital as of December 31, 2016 and 2015, respectively, are as follows continued:
December 31, 2015 Nominal value
Percentage Number of
per Share Share value
of shares
full amount full amount
ownership Authorised Capital
Share series A Dwiwarna 1
500 500
0.00 Common shares series B
31,999,999,999 500
15,999,999,999,500 100.00
Total Authorised Capital 32,000,000,000
16,000,000,000,000 100.00
Issued and Fully Paid Capital
Share series A Dwiwarna Republic of Indonesia
1 500
500 0,00
Common share series B Republic of Indonesia
13,999,999,999 500
6,999,999,999,500 60.00
Management: Budi Gunadi Sadikin
3,500,500 500
1,750,250,000 0.02
Sulaiman Arif Arianto 190,029
500 95,014,500
0.00 Sentot A. Sentausa
4,350,000 500
2,175,000,000 0.02
Ogi Prastomiyono 485,500
500 242,750,000
0.00 Pahala N. Mansury
816,500 500
408,250,000 0.00
Royke Tumilaar 51,000
500 25,500,000
0.00 Hery Gunardi
171,500 500
85,750,000 0.00
Tardi 462,500
500 231,250,000
0.00 Ahmad Siddik Badruddin
600,000 500
300,000,000 0.00
Kartini Sally 180,000
500 90,000,000
0.00 Public less than 5 each
9,322,525,804 500
4,661,262,902,000 39.96
23,333,333,333 11,666,666,666,500
100.00
Shares owned by the Board of Directors for the year ended December 31, 2016 and 2015 respectively amounted to 2,855,329 shares and 10,207,529 shares, or 0.01 and 0.04 ot the total
number of authorized shares.
Based on notarial deed No. 10 of Notary Sutjipto, S.H., dated October 2, 1998, the authorised capital of Bank Mandiri is amounted to Rp16,000,000 with a nominal value of Rp1,000,000 full
amount per share. The determination of issued and fully paid capital amounted to Rp4,000,000 by the Government of
the Republic of Indonesia at the date of establishment of Bank Mandiri was carried out as follows:
1. Cash payment through Bank Indonesia amounted to Rp1,600,004. 2. Placements in shares recorded as investments in shares of the Merged Banks amounted to
Rp599,999 each or totaling Rp2,399,996, through the transfer of shares of the Government of the Republic of Indonesia in each of the Merged Banks to Bank Mandiri, as resolved during the
respective Extraordinary General Shareholders’ Meetings of the Merged Banks. Based on the agreement “inbreng” notarised by Notarial Deed No. 9 of Notary Sutjipto, S.H. dated October
2, 1998, Bank Mandiri and the Government of the Republic of Indonesia agreed to transfer those shares as payment for new shares to be issued by Bank Mandiri.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2016 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated
175
40. SHARE CAPITAL continued a. Authorised, Issued and Fully Paid Capital continued
Based on the amendments to the Articles of Association of Bank Mandiri by virtue of Notarial Deed No. 98 of Notary Sutjipto, S.H. dated July 24, 1999, the shareholders resolved to increase the paid-
in capital share capital of Bank Mandiri from Rp4,000,000 to Rp4,251,000 to be entirely paid by the Government of the Republic of Indonesia. The increase of Rp251,000 was a conversion from
additional paid-in capital to share capital as a result of an excess from recapitalisation bonds issued under the First Recapitalisation Program as per Government Regulation No. 52 year 1999.
Based on the Extraordinary General Meeting of Shareholders resolution dated May 29, 2003, which was documented in Notarial Deed No. 142 of Notary Sutjipto, S.H., dated May 29, 2003, the
shareholders approved these following matters:
i Execution of Initial Public Offering.
ii Changes in capital structure of Bank Mandiri. iii Changes in articles of association of Bank Mandiri.
In relation to the shareholders decision to change the capital structure, Bank Mandiri increased its issued and fully paid capital to Rp10,000,000 and split the share price stock split from
Rp1,000,000 full amount per share to Rp500 full amount per share. Accordingly, the number of authorised shares increased from 16,000,000 shares to 32,000,000,000 shares, and the number of
issued and fully paid shares increased from 10,000,000 shares with a nominal value of Rp1,000,000 full amount to 20,000,000,000 shares with a nominal value of Rp500 full amount which consists
of 1 Dwiwarna share Series A and 19,999,999,999 Common shares Series B which owned by the Republic of Indonesia.
In relation to the change in capital structure of Bank Mandiri, the Extraordinary General Meeting of Shareholders also approved the allocation on part of recapitalisation fund amounting to
Rp168,801,315 as share premium. The above changes in capital structure became effective started from May 23, 2003, with the
conditional requirement that the Bank should conduct a quasi-reorganisation before the end of 2003 as required in the Extraordinary General Meeting of Shareholders.
The Dwiwarna share Series A represents a share owned by the Republic of Indonesia, which is not transferrable. It provides the Republic of Indonesia with the privileges where General Meeting of
Shareholders can make decision only if the Dwiwarna Series A Shareholders attend and approve certain agendas.
The agenda of General Meeting of Shareholders where the shareholder of Dwiwarna Series A are mandatory to attend and approve are:
1. Increases in capital. 2. Appointment and termination of the Boards of Directors and Commissioners.
3. Amendment of the Articles of Association. 4. Mergers, acquisitions and takeovers.
5. Dissolution and liquidation.
The changes in the capital structure were 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 notarised by Sutjipto, S.H. No. 2 dated June 1, 2003. The amendment was approved by the Ministry of Law and Human Rights of the Republic of
Indonesia through Decision Letter No. C-12783.HT.01.04.TH.2003 dated June 6, 2003 and announced in Appendix No. 6590 of State Gazette of the Republic of Indonesia No. 63 dated
August 8, 2003.
