PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2007 and 2006 Expressed in millions of Rupiah, unless otherwise stated
92
31. SHAREHOLDERS’ EQUITY continued a. Authorized, Issued and Fully Paid-up Capital continued
1. Cash payment through Bank Indonesia amounting to Rp1,600,004. 2. 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
ii Changes in capital structure iii Changes in 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 shares to 32,000,000,000 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 shares with a nominal value of Rp500 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 establishment of part of Recapitalization Fund amounting to 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.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2007 and 2006 Expressed in millions of Rupiah, unless otherwise stated
93
31. SHAREHOLDERS’ EQUITY continued a. Authorized, Issued and Fully Paid-up Capital continued
