NON CONTROLLING INTEREST IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011 Expressed in millions of Rupiah, unless otherwise stated Appendix 5127 39. SHARE CAPITAL continued

a. Authorised, Issued and Fully Paid-in Capital continued

The General Shareholders’ Meeting where the Dwiwarna share A Series’ Shareholder are mandatory to attend and approve the agendas are: 1. Increases in capital. 2. Appointment and termination of the Boards of Directors and Commissioners. 3. Amendment of the Articles of Association. 4. Mergers, acquisitions and takeovers. 5. Dissolution and liquidation. The changes in the capital structure were based on the Minutes of Meeting regarding the amendment of the Articles of Association Pernyataan Keputusan Rapat Perubahan Anggaran Dasar of PT Bank Mandiri Persero as notarised by Notary Sutjipto, S.H. No. 2 dated 1 June 2003. The amendment was approved by the Ministry of Law and Human Rights of the Republic of Indonesia through decree No. C-12783.HT.01.04.TH.2003 dated 6 June 2003 and announced in Appendix No. 6590 of State Gazette of the Republic of Indonesia No. 63 dated 8 August 2003. The increase in issued and fully paid-in capital of Bank Mandiri from Rp4,251,000 to Rp10,000,000 was made through the following: 1. Partial return of fully paid-in capital of Rp251,000 to the Government as a part of the return of excess recapitalisation fund of Rp1,412,000 which was retained by Bank Mandiri, and an increase in paid-in capital amounting to Rp1,000,000 from the capitalisation of reserves, based on Government Regulation PP No. 26 year 2003 dated 29 May 2003, regarding the “Conversion of the Investment of the Republic of Indonesia into the Paid-in Capital of PT Bank Mandiri Persero”, and Decree of the Ministry of State-Owned Enterprises, as the Bank’s shareholders’, No. KEP-154M-MBU2002 dated 29 October 2002. 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. 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. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011 Expressed in millions of Rupiah, unless otherwise stated Appendix 5128 39. SHARE CAPITAL continued

a. Authorised, Issued and Fully Paid-in Capital continued