Divestment of Government Share Ownership Subsidiaries Associates

PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2010, 2009 AND 2008 Expressed in millions of Rupiah, unless otherwise stated Appendix 58 1. GENERAL continued

g. Subsidiaries and Associates continued PT AXA Mandiri Financial Services

PT AXA Mandiri Financial Services AXA Mandiri is a joint venture company between PT Bank Mandiri Persero Tbk. Bank Mandiri and National Mutual International Pty Ltd NMI that is engaged in Life Insurance. AXA Mandiri was formerly established under the name of PT Asuransi Jiwa Staco Raharja on 30 September 1991 by notarial deed No. 179 of Muhani Salim, S.H. The deed of establishment was approved by the Minister of Justice of the Republic of Indonesia through its letter No. C2-6144.HT.01.01.TH.91 dated 28 October 1991. The Company obtained its life insurance license through General Directorate of Finance Institution decision letter No. KEP.605KM.131991 and officially commenced its operations on 4 December 1991. The Company’s name was then changed to PT Asuransi Jiwa Mandiri and subsequently changed to PT AXA Mandiri Financial Services. This change was approved by the Ministry of Justice and Human Rights in its decision letter No. C-28747 HT.01.04.TH.2003 dated 10 December 2003, and was published in State Gazette No. 64, Supplement No. 7728 dated 10 August 2004 with composition shareholder 51.00 of NMI and 49.00 of Bank Mandiri. The shareholders of Bank Mandiri, at the Annual General Meeting held on 17 May 2010 in article 7, had approved the acquisition of additional shares in AXA Mandiri through the purchase of 2.00 of the total shares issued and fully paid shares in AXA Mandiri directly from NMI. On 20 August 2010, the Bank signed a Sale and Purchase Agreement Akta Jual Beli – AJB to acquire 2,027,844 two million twenty seven thousand eight hundred fourty four shares for an amount of Rp48,427 or 2.00 of AXA Mandiri issued and fully paid in capital from NMI which was performed in front of Notary Dr. A. Partomuan Pohan, S.H., LL.M. The addition of 2.00 shares in AXA Mandiri has been approved by Bank Indonesia through it’s letter No. 1271DPB1TPB1-1 dated 22 July 2010. After this acquisition, the Bank’s percentage of ownership in AXA Mandiri is 51.00. Goodwill arising from acquisition of AXA Mandiri amounting Rp40,128 amortised using the straight- line method over 5 five years in line with the estimation of economic benefits of the goodwill. Goodwill amortisation expense from 20 August 2010 to 31 December 2010 is amounting to Rp2,934 and has been charged to the consolidated statements of income. The balance of unamortised goodwill as at 31 December 2010 amounted to Rp37,194.

h. Structure and Management

Bank Mandiri’s head office is located on Jl. Jend. Gatot Subroto Kav. 36-38, South Jakarta, Indonesia. As at 31 December 2010, 2009 and 2008, Bank Mandiri’s domestic and overseas offices are as follows: 2010 2009 2008 Unaudited Unaudited Unaudited Domestic Regional Offices 12 12 10 Domestic Branches: Area Community Branches Branch Mandiri Mitra Usaha offices Cash Outlets 66 115 799 200 190 62 115 856 - 62 59 118 359 - 491 1,370 1,095 1,027 Overseas Branches 4 4 4 Representative Office 1 1 1 As at 31 December 2010, 2009 and 2008, Bank Mandiri has overseas branches located in Cayman Islands, Singapore, Hong Kong and Timor Leste and a representative office in Shanghai, China. Bank Mandiri has obtained branch establishment license from China Banking Regulatory Commission on 3 November 2010 and currently in process of setting up a branch. PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2010, 2009 AND 2008 Expressed in millions of Rupiah, unless otherwise stated Appendix 59 1. GENERAL continued

h. Structure and Management continued

To support Bank Mandiri’s vision to be Indonesia’s most admired and progressive financial institution, Bank Mandiri has amended its organisation structure into Strategic Business Units SBU. In general, SBU consists of three major groups, which are: 1. Business Units, responsible for the Bank’s main business development consists of 6 six Directorates namely Institutional Banking, Corporate Banking, Commercial Business Banking, Consumer Finance, Micro Retail Banking and Treasury, Financial Institution Special Asset Management; 2. Corporate Center, responsible for the management of the Bank’s critical resources and providing support for the Bank’s policies, consisting of 3 three Directorates which are Risk Management, Compliance Human Capital and Finance Strategy; 3. Shared Services, as a supporting unit to the Bank’s operational activities and is managed by the Directorate of Technology Operations. As at 31 December 2010, 2009 and 2008, the members of Bank Mandiri’s Board of Commissioners and Directors are as follows: 2010 2009 2008 Board of Commissioners Chairman and Independent Commissioner : Edwin Gerungan Edwin Gerungan Edwin Gerungan Deputy Chairman : Muchayat Muchayat Muchayat Commissioner : Mahmuddin Yasin Mahmuddin Yasin Mahmuddin Yasin Commissioner : Cahyana Ahmadjayadi - - Independent Commissioner : Pradjoto Soedarjono Soedarjono Independent Commissioner : Gunarni Soeworo Pradjoto Pradjoto Independent Commissioner : Krisna Wijaya Gunarni Soeworo Gunarni Soeworo Since closing of Annual General Shareholders’ Meeting on 17 May 2010 and becames effective as Commissioner after Bank Indonesia’s approval on 25 October 2010. Since closing of Extra-Ordinary General Shareholders’ Meeting on 5 July 2010 and becames effective as Independent Commissioner after Bank Indonesia’s approval on 25 October 2010. Until the closing of Annual General Shareholders’ Meeting on 17 May 2010. Since the closing of Annual General Shareholder’s Meeting on 29 May 2008 2010 Directors President Director : Zulkifli Zaini Deputy President Director : Riswinandi Institutional Banking Director : Abdul Rachman Risk Management Director : Sentot A. Sentausa Treasury, Financial Institution Special Asset Management Director : Thomas Arifin Micro Retail Banking Director : Budi Gunadi Sadikin Compliance Human Capital Director : Ogi Prastomiyono Finance Strategy Director : Pahala N. Mansury Corporate Banking Director : Fransisca N. Mok Commercial Business Banking Director : Sunarso Technology Operations Director : Kresno Sediarsi Since closing of Extra-Ordinary General Shareholders’ Meeting on 5 July 2010 and effectively becomes a President Director based on Bank Indonesia’s approval on 14 September 2010. Since closing of Annual General Shareholders’ Meeting on 17 May 2010. Since closing of Annual General Shareholders’ Meeting on 17 May 2010 and effectively becomes a Director based on Bank Indonesia’s approval on 12 July 2010. Since closing of Extra- Ordinary General Shareholders’ Meeting on 5 July 2010 and effectively becomes a Director based on Bank Indonesia’s approval on 4 October 2010.