PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2015 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated
166
40. SHARE CAPITALcontinued a. Authorised, Issued and Fully Paid-in Capital continued
The Annual General Meeting of Shareholders on May 22, 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 February 14, 2011 until February 21, 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 capitalshare premium.
On December 27, 2010, Bank Mandiri submitted a first registration to OJK formerly Capital Market Supervisory Board and Financial Institution “Bapepam and LK” in relation to the Limited Public
Offering LPO 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 April 29, 2010. The Bank has submitted the notification letter regarding the limited public offering to Bank Indonesia through its letter dated
September 17, 2010. The limited public offering has been enacted through the Indonesian Government Regulation No. 75 of 2010 dated November 20, 2010.
LPO has been approved by Bapepam and LK through its letter No. S-807BL2011 dated January 27, 2011, and the LPO has become effective after obtaining approval in the Extraordinary
General Shareholders Meeting held on January 28, 2011. The pre-emptive rights of 2,336,838,591 shares were traded during the period of February 14 - 21,
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 capitalshare premium as of December 31, 2015 and 2014 amounted to Rp17,316,192 is derived from LPO and Recapitalisation Program Note 1c and Sale of Bank
Mandiri Shareholding in UGM and BDP. The share premium amount of Rp17,316,192 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 controlling entity, which represents the difference between selling price and book
value of shares in consolidated financial statements. 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, respectively.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2015 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated
167
40. SHARE CAPITALcontinued b. Additional Paid-In CapitalShare Premium continued
Based on the results of a due diligence review conducted on behalf of the Government dated December 31, 1999 and Management Contract IMPA dated April 8, 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 July 7, 2000 pursuant
to the Management Contract. The remaining balance of Rp1,412,000 was refunded to the Government on April 25, 2003 based on approval from the shareholders during its meeting on
October 29, 2002 and the Ministry of State-Owned Enterprises Decision Letter No. KEP-154M- MBU2002 dated October 29, 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 May 23, 2003, the Minister of Finance of the Republic of Indonesia issued Decree “KMK-RI” No. 227KMK.022003
dated May
23, 2003,
which was
amended by
KMK-RI No. 420KMK.022003 dated September 30, 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. Through quasi-reorganisation, the Bank’s accumulated losses as of April 30, 2003 amounted to
Rp162,874,901 were eliminated against additional paid-in capitalshare premium.
c. Distribution of Net Income
Based on the Annual General Share holders’ Meeting held on March 16, 2015 and February 27, 2014, the shareholders approved the distribution of the 2014 and 2013 net income as follows:
2014 2013
Dividends 4,967,968
5,461,126 Retained Earnings
Appropriated 2,622,936
2,348,284 Unappropriated
12,280,969 10,394,343
19,871,873 18,203,753
Dividend per share full amount 212.91292
234.04825
