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 5126 34. SHARE CAPITAL continued
a. Authorised, Issued and Fully Paid-in Capital continued
The Annual General Shareholders’ Meeting on 22 May 2006 approved MSOP Stage 3 amounting 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 amounting 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-in capital by Rp154,707 and agio by Rp491,651. The execution period of MSOP Stage 3 ended in February 2011, before the commencement Bank Mandiri pre-emptive
rights trading dated 14 February 2011 until 21 February 2011.
The exercised MSOP Stage 2 and Stage 3 during the year ended 31 December 2010 were 6,684,845 shares and 19,693,092 shares, respectively resulting an addition of Issued and Fully
Paid-up Capital of Rp13,189 Note 34b and 35.
On 27 December 2010, Bank Mandiri submitted a first registration to the Capital Market Supervisory Board and Financial Institution “Bapepam-LK” in relation to the limited public offering to the Bank’s
shareholders in respect to the issuance of pre-emptive rights Rights of 2,336,838,591 B series of shares. The limited public offering has been approved by the Board of Commissioners through its
letter dated 29 April 2010. The Bank has submitted the notification letter regarding the limited public offering to Bank Indonesia through its letter dated 17 September 2010. The limited public offering
has been enacted through the Indonesian Government Regulation No. 75 of 2010 dated 20 November 2010.
The Limited Public Offering LPO has been approved by the Capital Market Supervisory Board and Financial Institution “Bapepam-LK” through its letter No. S-807BL2011 dated 27 January 2011,
and the LPO has become effective after obtaining approval in the Extraordinary General Shareholders Meeting held on 28 January 2011.
The pre-emptive rights of 2,336,838,591 shares were traded during the period of 14 - 21 February 2011 with an exercise price of Rp5,000 full amount per share which resulted an additional of
issued and paid-up capital amounting to Rp1,168,420.
b. Additional Paid-In CapitalAgio
The additional paid-in capitalagio as at 31 December 2011 and 2010 amounting Rp17,195,760 and Rp6,960,680, respectively are derived from Limited Public Offering, Recapitalisation Program Note
1c, execution of MSOP and MSOP 2 and 3 which are not executed. As at 31 December 2011, the agio amounting Rp17,195,760 already includes the agio from LPO Note 34a amounting
Rp10,515,774 deducted with expenditures relating to the LPO amounting Rp280,694. As at 31 December 2010, the un-exercised MSOP Stage 2 and Stage 3 stock option were 286,303 shares
and 1,127 shares, respectively or amounting Rp 184 and Rp 1, respectively.
Share options exercised from MSOP Stage 2 and MSOP Stage 3 for the year ended 31 December 2010 were 6,684,845 shares and 19,693,092 shares, respectively, thereby increasing the total paid-
in capitalagio by Rp48,908 Notes 34a and 35. As at 31 December 2010, the addition in paid-in capital amounting Rp185 resulted from MSOP Option Stage 2 and Stage 3 where its conversion
right has expired but not exercised amounting to 287,430 shares.
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 5127 34. SHARE CAPITAL continued
b. Additional Paid-In CapitalAgio continued
Based on the results of a due diligence review conducted on behalf of the Government dated 31 December 1999 and Management Contract IMPA dated 8 April 2000, it was decided that
there was an excess on recapitalisation amounting to Rp4,069,000. The Bank has refunded Rp2,657,000 of Government Recapitalisation Bonds to the Government on 7 July 2000 pursuant
to the Management Contract. The remaining balance of Rp1,412,000 was refunded to the Government on 25 April 2003 based on approval from the shareholders during its meeting on 29
October 2002 and the Ministry of State-Owned Enterprises Decision Letter No. KEP-154M- MBU2002 dated 29 October 2002.
The refund of the above excess recapitalisation amounting to Rp1,412,000 includes a portion of issued and fully paid-in capital of Rp251,000.
On 23 May 2003, the Minister of Finance of the Republic of Indonesia issued Decree “KMK-RI” No. 227KMK.022003
dated 23
May 2003,
which was
amended by
KMK-RI No.
420KMK.022003 dated 30 September 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 agio within the capital structure of Bank Mandiri.
Through quasi-reorganisation, the Bank’s accumulated losses as at 30 April 2003 amounting to Rp162,874,901 were eliminated against additional paid-in capitalagio.
c. Distribution of Net Income
