PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004 and 2003, and April 30, 2003 Expressed in millions of Rupiah, unless otherwise stated
120
31. MINORITY INTERESTS IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES
This account represents minority interests in net assets of subsidiaries as follows:
December 31, December 31,
April 30, 2004
2003 2003
Yayasan Dana Pensiun Bank Dagang Negara 882
864 864
Dana Pensiun Bank Bumi Daya 2,621
2,609 2,374
Koperasi Karyawan - PT Bank Mandiri Persero, Tbk. 40
- -
3,543 3,473
3,238
32. SHAREHOLDERS’ EQUITY
a. Authorized, Issued and Fully Paid-up Capital The Bank’s authorized, issued and fully paid-up capital as of December 31, 2004 and 2003, and
April 30, 2003 is as follows:
December 31, 2004
Number of Nominal Value
Per Share Share Value
Percentage of Shares
Full Amount Full Amount
Ownership
Authorized Capital
- Dwiwarna Share A Series 1
500 500
0.00 - Common Shares B Series
31,999,999,999 500
15,999,999,999,500 100.00
Total Authorized Capital
32,000,000,000 500
16,000,000,000,000 100.00
Issued and Fully Paid-up Capital
Republic of Indonesia - Dwiwarna Share A Series
1 500
500 0.00
- Common Shares B Series 13,999,999,999
500 6,999,999,999,500
69.54 Public
- Common Shares B Series 6,132,854,872
500 3,066,427,436,000
30.46 Total Issued and Fully Paid-up Capital
20,132,854,872 500
10,066,427,436,000 100.00
December 31, 2003
Number of Nominal Value
Per Share Share Value
Percentage of Shares
Full Amount Full Amount
Ownership
Authorized Capital
- Dwiwarna Share A Series 1
500 500
0.00 - Common Shares B Series
31,999,999,999 500
15,999,999,999,500 100.00
Total Authorized Capital
32,000,000,000 500
16,000,000,000,000 100.00
Issued and Fully Paid-up Capital
Republic of Indonesia - Dwiwarna Share A Series
1 500
500 0.00
- Common Shares B Series 15,999,999,999
500 7,999,999,999,500
80.00 Public
- Common Shares B Series 4,000,000,000
500 2,000,000,000,000
20.00 Total Issued and Fully Paid-up Capital
20,000,000,000 500
10,000,000,000,000 100.00
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004 and 2003, and April 30, 2003 Expressed in millions of Rupiah, unless otherwise stated
121
32. SHAREHOLDERS’ EQUITY continued
a. Authorized, Issued and Fully Paid-up Capital continued
April 30, 2003
Number of Nominal Value
Per Share Share Value
Percentage of Shares
Full Amount Full Amount
Ownership
Authorized Capital 16,000,000
1,000,000 16,000,000,000,000
100.00 Issued and Fully Paid-up Capital
Republic of Indonesia 4,251,000
1,000,000 4,251,000,000,000
100.00
Based on notarial deed No. 10 of Sutjipto, S.H., dated October 2, 1998, the authorized capital of Bank Mandiri amounts to Rp16,000,000 with a par value of Rp1,000,000 full amount per share.
The establishment of issued and fully paid-up capital amounting to Rp4,000,000 by the Republic of Indonesia at the date of establishment of Bank Mandiri was carried out as follows:
a. Cash payment through Bank Indonesia amounting to Rp1,600,004. b. Placements in shares of stocks recorded as investments in shares of the Merged Banks
amounting to Rp599,999 each or totaling Rp2,399,996, through the transfer of shares of the Republic of Indonesia in each of the Merged Banks to Bank Mandiri, as resolved during the
respective Extraordinary General Meetings of the Merged Banks. Based on the agreement “inbreng” notarized by deed No. 9 of Sutjipto, S.H. dated October 2, 1998, Bank Mandiri and
the Republic of Indonesia, agreed to transfer those shares inbreng as payment for new shares to be issued by Bank Mandiri.
Based on the amendments to the Articles of Association of Bank Mandiri covered by notarial deed No. 98 of Sutjipto, S.H. dated July 24, 1999, the shareholder resolved to increase the paid-up
capital share capital of Bank Mandiri from Rp4,000,000 to Rp4,251,000 to be entirely paid for by the Republic of Indonesia. The increase of Rp251,000 was effected through the conversion of
additional paid-in capital to share capital and resulted from the excess of recapitalization bonds under the 1
st
Recapitalization Program as per Government Regulation No. 521999. Based on an Extraordinary General Shareholder’s Meeting resolution dated May 29, 2003, which
was amended by notarial deed No. 142 of Sutjipto, S.H., dated May 29, 2003, the shareholder agreed among others the following:
i Initial Public Offering of Bank Mandiri
ii Changes in Bank Mandiri’s capital structure iii Changes in Bank Mandiri’s Articles of Association
Following the shareholder decision to change the capital structure, Bank Mandiri increased its issued and fully paid-up capital to Rp10,000,000 and split the share price from Rp1,000,000 full
amount per share to Rp500 full amount per share. Accordingly, the number of authorized shares increased from 16,000,000 full amount shares to 32,000,000,000 full amount shares,
and the number of issued and fully paid-up shares increased from 10,000,000 shares with a nominal value of Rp1,000,000 full amount to 20,000,000,000 full amount shares with a nominal
value of Rp500 full amount. The issued and fully paid-up capital consists of 1 Dwiwarna A Series share and 19,999,999,999 Common B Series shares owned by the Republic of Indonesia.
