PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2009, 2008 AND 2007
Expressed in millions of Rupiah, unless otherwise stated
Appendix 55 1.
GENERAL continued e.
Quasi-Reorganisation continued
Bank Mandiri’s Articles of Association were amended to reflect the changes in additional paid-in capital as a result of quasi-reorganisation, based on notarial deed of Sutjipto, S.H., No. 130 dated
29 September 2003 which was approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its decision letter No. C-25309.HT.01.04.TH.2003 dated 23 October 2003 and was
published in the State Gazette No. 910, Supplement No. 93 dated 23 October 2003.
On 30 October 2003, Bank Mandiri’s RUPS-LB approved the Quasi-Reorganisation as at 30 April 2003, which were notarised by Sutjipto, S.H. in notarial deed No. 165 dated 30 October 2003.
f. Divestment of Government Share Ownership
On 11 March 2004, the Government divested another 10.00 of its ownership in Bank Mandiri which was equivalent to 2,000,000,000 common shares B series through private placements Note
32a.
g. Subsidiaries and Associates
Subsidiaries included in the consolidated financial statements as at 31 December 2009, 2008 and 2007 are as follows:
Percentage of Ownership Domicile
Name of Subsidiaries Nature of Business
of Ownership 2009
2008 2007
Bank Mandiri Europe Limited BMEL Commercial Banking
London 100,00
100,00 100,00
Mandiri International Remittance Sendirian Berhad MIR
Remittance Kuala Lumpur
100.00 -
- PT Bank Syariah Mandiri BSM
Sharia Banking Jakarta
99.99 99.99
99.99 PT Usaha Gedung Bank Dagang Negara
Property Management Jakarta
99.00 99.00
99.00 PT Mandiri Sekuritas
Securities Jakarta
95.69 95.69
95.69 PT Bumi Daya Plaza
Property Management Jakarta
93.33 93.33
93.33 PT Bank Sinar Harapan Bali BSHB
Commercial Banking Denpasar
81.46 80.00
- PT Mandiri Tunas Finance MTF
Consumer Financing Jakarta
51.00 -
-
The subsidiaries’ total assets as at 31 December 2009, 2008 and 2007 before elimination amounted to Rp28,693,251, Rp23,554,363 and Rp18,607,409 or 7.27, 6.57 and 5.83 from the
total consolidated assets, respectively.
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 was mandated to act as a commercial bank to represent the interests of Bank Mandiri and
located in London, United Kingdom.
Mandiri International Remittance Sendirian Berhad
Mandiri International Remittance Sendirian Berhad “MIR” is a company wholly owned by Bank Mandiri with authorised capital of USD1,800,000 was officially became a Malaysian legal entity
since 17 March 2009 based on registration No. 850077-P. MIR is engaged in Remittance Service under the provisions of the Bank Negara Malaysia “BNM”. Legally, MIR has obtained an approval
from Bank Indonesia “BI” through letter No. 10548DPB1 dated 14 November 2009 and approval from BNM to conduct operational activities through its letter No. KL.EC.15018562 dated 18
November 2009. MIR officially commenced its operation on 29 November 2009 and located in Kuala Lumpur, Malaysia. Services provided by MIR is still limited to remittance service to Bank
Mandiri’s customer account.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2009, 2008 AND 2007
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 that subsequently changed become PT Bank Susila
Bhakti on 6 June 1974, a subsidiary of BDN. Then it become PT Bank Syariah Mandiri based on Notarial Deed of Sutjipto, S.H., No. 23 dated 8 September 1999.
PT Usaha Gedung Bank Dagang Negara
PT Usaha Gedung Bank Dagang Negara “UGBDN” is engaged in property management and office rental activities. UG BDN was established in Jakarta based on notarial deed No. 104 of Abdul
Latief, S.H. dated 29 October 1971. The company’s Article of Association has been amended several times, the latest amendment was documented in notarial deed No. 7 of Martin Roestamy,
S.H. dated 25 November 2004. UGBDN owns 25.00 of PT Pengelola Investama Mandiri “PIM” share capital, a Company which was initially established to manage ex-legacy’s share investment
that transferred to PIM.
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, PT Exim Sekuritas and PT Merincorp Securindo. 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. PT Mandiri Sekuritas owns 99.90 of the total share capital of PT Mandiri Manajemen Investasi, a subsidiary established on 26 October 2004 engaged in
investment management and advisory activities.
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. The Company’s Articles of Association has been amended several times and the latest amendment was announced in Appendix of State Gazette of the Republic of
Indonesia No. 34 dated 27 April 2001. BDP owns 75.00 of the share capital of PIM.
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. On 3 May 2008, the signing of the
acquisition deed was made between the shareholders of BSHB and Bank Mandiri as covered in the notarial 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 purchased all shares owned
by BSHB’s President Director of 2,921,314 shares which has been documented in notarial deed No. 52 of notary Ni Wayan Widastri, S.H., dated 22 October 2009 in Denpasar, Bali.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2009, 2008 AND 2007
Expressed in millions of Rupiah, unless otherwise stated
Appendix 57 1.
GENERAL continued g. Subsidiaries and Associates continued
PT Bank Sinar Harapan Bali continued
The increase of Bank Mandiri’s share ownership in BSHB was conducted in order to meet Bank Indonesia’s requirements regarding Good Corporate Governance, which required the Bank’s
President Director to come from an independent party. Bank Mandiri has obtained approval from Bank Indonesia through its letter No. 11103DPB1TPB1-1 dated 21 August 2009 for the additional
capital injection 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.
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 Misahardi
Wilamarta, SH, 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. Based on notarial deed Dr. A. Partomuan Pohan, SH, 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 amounted 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 which incurred from acquisition of MTF amounting to Rp156,807 is amortised over 5 five years on a straight line basis as its represents the estimate economic life of the goodwill. Goodwill
amortisation expense for the year ended 31 December 2009 amounting to Rp28,748 has been charged to the consolidated statement of income for the year ended 2009.
