SHAREHOLDERS’ EQUITY continued Bank Mandiri Tbk (english)

PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2008 and 2007 Expressed in millions of Rupiah, unless otherwise stated 97

31. SHAREHOLDERS’ EQUITY continued

a. Authorized, Issued and Fully Paid-up Capital continued Following the Regulation of the Government of the Republic of Indonesia No. 272003 dated June 2, 2003, which approved the divestment of the Government ownership in Bank Mandiri of up to 30, and based on a decision of Tim Kebijakan Privatisasi Badan Usaha Milik Negara No. Kep-05TKP012004 dated January 19, 2004, the Government of the Republic of Indonesia divested an additional 10 ownership interest in Bank Mandiri or 2,000,000,000 shares of Common Shares of B Series on March 11, 2004 through private placements. On July 14, 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 Rp742.5 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 per share options. As of December 31, 2008, MSOP Stage 1 options exercised totaled 375,365,957 shares, thereby increasing the total issued and fully paid-up capital by Rp187,683, agio by Rp117,193, including MSOP Stage 1 exercised for the year ended December 31,2008 amounting to 4,834,783 shares thereby increasing the total issued and fully paid-up capital by Rp2,418, agio by Rp1,510. Based on Announcement of Indonesia Stock Exchange previously Jakarta Stock Exchange No. Peng-262BEJ.PJSP07-2004 dated July 14, 2004, MSOP stage 1 can be exercised up to July 13, 2005, therefore as of December 31, 2008, shares option still recorded in shareholders’ equity-share option from MSOP Stage 1 amounted to RpNil. The Annual General Shareholders’ Meeting on May 16, 2005 approved MSOP Stage 2 amounting to 312,000,000 share options. The exercise price for each share is Rp1,190.50 full amount for exercise in the first year and Rp2,493 full amount for exercise 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. Up to December 31, 2008 MSOP Stage 2 option exercised totaled 304,942,052 shares thereby increasing the total issued and fully paid-up capital by Rp152,471, agio by Rp407,387, including MSOP Stage 2 exercised for the year ended December 31, 2008 amounting to 55,110 shares thereby increasing the total issued and fully paid-up capital by Rp28, agio by Rp145 respectively. As of December 31, 2008, share option still recorded in shareholders’ equity-share option from MSOP Stage 2 amounted to Rp4,533. The Annual General Shareholders’ Meeting on May 22, 2006 approved MSOP Stage 3 amounting to 309,416,215 share options. The General Shareholders’ Meeting also give 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 future annual general shareholders’ meeting. The MSOP Stage 3 exercise price for each share is Rp1,495.08 full amount. The Bank recorded MSOP Stage 3 in the shareholders’ equity account - Share Options at fair value amounting to Rp593.89 full amount per share options. Up to December 31, 2008, MSOP Stage 3 option exercised totaled 225,339,779 shares thereby increasing the total issued and fully paid-up capital by Rp112,670 and agio by Rp358,058, including MSOP Stage 3 exercised for the year ended December 31, 2008 amounted to 87,991,721 shares thereby increasing the total issued and fully paid-up capital by Rp43,996, and agio by Rp139,816, respectively. As of December 31, 2008, share option still recorded in shareholders’ equity-share option from MSOP Stage 3 amounted to Rp49,932. Share options exercised from MSOP Stage 1, MSOP Stage 2, MSOP Stage 3 during the year ended December 31, 2008 were 4,835,783 shares, 55,110 shares and 87,991,721 shares, respectively, thereby increasing the total issued and fully paid-up capital by Rp78,048 including addition to issued and fully paid-up capital arising from the execution from period October 1, 2007 up to December 31, 2007 amounting to Rp31,606 Notes 1a and 32. PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2008 and 2007 Expressed in millions of Rupiah, unless otherwise stated 98

31. SHAREHOLDERS’ EQUITY continued