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 5125 34. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid-in Capital continued
2. Increase in fully paid-in capital of Rp5,000,000 from the additional paid-in capital based on the Decree of the Ministry of Finance of the Republic of Indonesia “KMK RI” No. 227202.022003
dated 23 May 2003 regarding “The Final Amount and Implementation of the Government’s Rights Arising from the Additional Share of the Government of the Republic of Indonesia in PT Bank
Mandiri Persero in Relation to the Commercial Banking Recapitalisation Program”.
Based on the Extraordinary General Shareholders’ Meeting held on 29 May 2003, which was notarised by Notary Sutjipto, S.H., in notarial deed No. 142 dated 29 May 2003, the shareholders’
agreed 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 Plan and a
Share Purchase at Discount program. MSOP is designated for directors and senior management at certain levels and based on certain criteria. All costs and discounts related to the ESA program are
recognised by the Bank through allocation 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 35.
On 14 July 2003, the Government of the Republic of Indonesia divested 4,000,000,000 shares representing 20.00 of its ownership in Bank Mandiri through an Initial Public Offering IPO.
As a follow up action on the Regulation of the Government of the Republic of Indonesia No. 272003 dated 2 June 2003, which approved the divestment of the Government ownership in Bank Mandiri of
up to 30.00, and based on a decision of Tim Kebijakan Privatisasi Badan Usaha Milik Negara No. Kep-05TKP012004 dated 19 January 2004, the Government of the Republic of Indonesia divested
an additional 10.00 ownership interest in Bank Mandiri or 2,000,000,000 shares of Common Shares of B Series on 11 March 2004 through private placements.
On 14 July 2003, the date of the IPO, through MSOP Stage 1 Management Stock Option Plan - Stage 1, the Bank issued 378,583,785 share options for the management with an exercise price of
Rp742.50 full amount per share and a nominal value of Rp500 full amount per share. The share options are recorded in the Shareholders’ Equity account - Share Options at fair value amounting to
Rp69.71 full amount per share options. Up to 31 December 2010, MSOP Stage 1 has been exercised totaled 375,365,957 shares, thereby increasing the total issued and fully paid-in capital by
Rp187,683, agio by Rp117,193. MSOP stage 1 could be exercised up to 13 July 2008 based on Announcement of Indonesia Stock Exchange formerly Jakarta Stock Exchange No. Peng-
262BEJ.PJSP07-2004 dated 14 July 2004.
The Annual General Shareholders’ Meeting on 16 May 2005 approved MSOP Stage 2 amounting to 312,000,000 share options. The exercise price for each share is Rp1,190.50 full amount to be
exercised in the first year and Rp2,493 full amount to be exercised in the second year and the following year. The nominal value per share is Rp500 full amount. The Bank recorded MSOP
Stage 2 in the shareholders’ equity account - Share Options with fair value amounting to Rp642.28 full amount per share options. MSOP Stage 2 has been exercised totaled 311,713,697 shares
thereby increasing the total issued and fully paid-in capital by Rp155,857, agio by Rp425,233. The fifth period the last period to exercise the MSOP Stage 2 conversion option right start from 4 May
2010 during 30 trading days as published in the Announcement of the Indonesia Stock Exchange formerly Jakarta Stock Exchange No. Peng-97BEJ-PSJP02-2007 dated 2 February 2007.
