PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2005 and 2004 Expressed in millions of Rupiah, unless otherwise stated
100
32. SHAREHOLDERS’ EQUITY continued a. Authorized, Issued and Fully Paid-up Capital continued
Shares ownership by directors and commissioners are 1,747,809 shares 0.0086287 as of Desember 31, 2005.
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 Publik less than 5 each
- 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
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.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2005 and 2004 Expressed in millions of Rupiah, unless otherwise stated
101
32. SHAREHOLDERS’ EQUITY continued a. Authorized, Issued and Fully Paid-up Capital continued
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.
In relation to the change in capital structure, the Extraordinary Shareholder’s Meeting also approved the amount of Rp168,801,314,557,901 full amount as Agio.
The above changes in capital structure became effective from May 23, 2003, with the requirement that the Bank should conduct a quasi-reorganization on or before the end of 2003 based on an approval of
the Shareholder.
The Dwiwarna A Series share represents a share owned by the Republic of Indonesia, which is not transferable. It provides the Republic of Indonesia with the following privileges:
1. General Shareholders Meetings concerning increases in capital should be attended by and approved by the Dwiwarna A Series shareholder;
2. General Shareholders Meetings concerning changes in the composition of the Boards of Directors and Commissioners should be attended and approved by the Dwiwarna A Series shareholder;
3. General Shareholders Meetings concerning changes in the Articles of Association should be attended and approved by the Dwiwarna A Series shareholder;
4. General Shareholders Meetings concerning mergers, acquisitions and takeovers should be attended and approved by the Dwiwarna A Series shareholder;
5. General Shareholders Meetings concerning dissolution and liquidation should be attended and approved by the Dwiwarna A Series shareholder.
The changes in the capital structure are based on the Minutes of the Meeting regarding the amendment of the Articles of Association Pernyataan Keputusan Rapat Perubahan Anggaran Dasar
of PT Bank Mandiri Persero as notarized by Sutjipto, S.H. No. 2 dated June 1, 2003. The amendment was approved by the Minister of Justice and Human Rights through decree No.
C-12783 HT.01.04.TH.2003 dated June 6, 2003 and announced in Appendix No. 6590 of State Gazette of the
Republic of Indonesia No. 63 dated August 8, 2003 Note 1d.
