Annual Report
2013
PT Bank Mandiri Persero Tbk.
Summary of Independent Appraiser’s Opinion
The fair market values of BDP and UGM for the Bank’s shares in both companies was Rp395,042,050,144.00. The independent appraiser stated that it had no ailiation, as deined by the capital market legislation, either
directly or indirectly with Bank Mandiri.
The Independent Appraiser was KJPP Benedictus, Darmapuspita and Partners “BDR”, Appraiser License No. PB- 1.09.00121, MAPPI: 94-S-00409, listed as a capital markets support professional irm with Bapepam-LK under No.
03PMSTTD-PAB2006.
2. ADDITIONAL INVESTMENT BANK MANDIRI IN PT BANK SYARIAH MANDIRI BACKGROUND AND REASONS
Under Article 10 of Law No. 7 of 1992 as amended by Law No. 10 of 1998 and Bank Indonesia Regulation PBI No. 72PBI2005 in conjunction with PBI. 1415PBI2012 dated 24 October 2012, it is inter alia stipulated
that banks are required to address the issue of vacant properties and foreclosed assets that it owns, including through the sale of such assets. The said provisions are accompanied by sanctions that could negatively afect
the performance of the Bank in the event of non-compliance.
Implementation of Ailiated Transaction
The increase in the equity investment by Bank Mandiri in PT Bank Syariah Mandiri “BSM” was conducted by way of capital injection inbreng.
On 30 December 2013, Bank Mandiri executed the Deed No. 25 dated 30 December 2013, which was made in the presence of Chairul Bachtiar, SH., MH, Notary in Jakarta. The execution of the transaction was reported to
the Financial Services Authority “OJK” on the same day and date by Letter No.. DIR0072014 dated 16 January 2014, in compliance with Bapepam-LK Regulation No. IX.E.1 on Ailiated and Conlict of Interest Transactions
Annex to the Chairman of Bapepam-LK’s Decision No. Kep-412BL2009 dated 25 November 2009.
Transaction Object and Value
The Bank set aside a portion of its assets in the form of abandoned properties in accordance with the mechanism established by the aforementioned PBI, which properties were then transferred to BSM, a subsidiary
of Bank Mandiri, using the inbreng mechanisms. The properties in question were: 1. Vacant lands located at Jl. Otto Iskandardinata, Tasikmalaya, valued at Rp. 5,001,300,000.00;
2. Land and building located at Jl. Gen. Sudirman No. 42, Yogyakarta, valued at Rp. 18,206,177,000.00; and 3. Land and building located at Jl. S. Parman No. 15, Bengkulu, valued at Rp. 7,570,889,000.00.
The total value of the transaction amounted to Rp30,778,336,000, or the equivalent of 6,155,674 BSM shares.
Material information on investments, expansion, divestments, mergers, acquisitions, material conlict of interest transactions and transactions with ailiates
Annual Report
2013
PT Bank Mandiri Persero Tbk.
Names of Parties to Transaction
Bank Mandiri and BSM
Nature and Elements of Ailiation
Before the transfer of the three abandoned properties to BSM, Bank Mandiri held 291,648,712 shares of BSM or 99.99 of the total share capital of BSM. After the transfer of assets using an inbreng mechanism, Bank Mandiri’s
shareholding in BSM increased to 297,804,386 shares of BSM or 99.99 of BSM’s total share capital.
Summary of Independent Appraiser’s Opinion
The fair market value of the three abandoned properties was Rp30,778,336,000, consisting of: 1. Vacant lands located at Jl. Otto Iskandardinata, Tasikmalaya, valued at Rp. 5,001,300,000.00;
2. Land and building located at Jl. Gen. Sudirman No. 42, Yogyakarta, valued at Rp. 18,206,177,000.00; and 3. Land and building located at Jl. S. Parman No. 15, Bengkulu, valued at Rp. 7,570,889,000.00.
The assessment for inbreng purposes was conducted using the Market Data Approach and Cost Approach. The independent appraiser was KJPP Fitriantoro Abdullah Partners, Business License No. 2.09.0051 which was
issued by the Ministry of Finance based on Ministry of Finance Regulation No. 674KM.12009 dated 13 July 2009, Public Appraiser No. P-1.09.00152, and MAPPI No. 97-S-1016.
3. CONDITIONAL SHARE SALE AND PURCHASE AGREEMENT BETWEEN BANK MANDIRI , PT KIMIA FARMA PERSERO TBK., PT ASURANSI JASA INDONESIA PERSERO, PT ASKES PERSERO AND THE PT ASKES
BHAKTI COOPERATIVE IN CONNECTION WITH THE SALE OF SHARES IN PT ASURANSI JIWA INHEALTH INDONESIA
On 23 December 2013, Bank Mandiri, PT Kimia Farma Persero and PT Asuransi Jasa Indonesia Persero, as the buyers, and Badan Penyelenggara Jaminan Sosial previously known as PT Askes Persero and Koperasi Bhakti
Askesas, as the sellers, entered into a Conditional Sale and Purchase Agreement for Shares of PT Asuransi Jiwa InHealth Indonesia. Under the Agreement, the transaction was to be conducted in two stages, namely:
1. Stage 1, the acquisition of an 80 stake in InHealth, to be completed no later than 31 March 2014, with the
Company’s portion being 60; and 2. Stage 2, the purchase of the remaining 20 stake in InHealth, to be completed no later than 31 December
2014, bringing the Company’s total shareholding to 80. On that date a Shareholders’ Agreement was also signed between the Company, PT Kimia Farma Persero,
PT Asuransi Jasa Indonesia Persero and PT Askes Persero which became efective on the completion of the acquisition of stage I. The inalization of the PT Asuransi Jiwa InHealth acquisition was to take place upon
completion of the transaction commitments made by the respective parties.
Upon the signing of the Conditional Share Purchase Agreement referred to above, Bank Mandiri made the required disclosure to the Financial Services Authority through its Letter No. FST.CSCCMA.40132013 dated 23
December 2013 in compliance with Bapepam-LK Regulation No. XK1 and Indonesia Stock Exchange Regulation No.. IE dated 19 July 2004.
Material information on investments, expansion, divestments, mergers, acquisitions, material conlict of interest transactions and transactions with ailiates
Annual Report
2013
PT Bank Mandiri Persero Tbk.
4. ADDITIONAL EQUITY INVESTMENT IN PT BANK SINAR HARAPAN BALI
