These consolidated financial statements are originally issued in Bahasa.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2015 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated
24
1. GENERAL INFORMATION continued
g. Subsidiaries associates continued PT AXA Mandiri Financial Services continued
On August 20, 2010, the Bank signed a Sale and Purchase Agreement AJB to acquire 2,027,844 two million twenty seven thousand eight hundred fourty four shares for an amount of Rp48,427
or 2.00 of AXA Mandiri issued and fully paid in capital from NMI which was performed in front of Notary Dr. A. Partomuan Pohan, S.H., LLM. The addition of shares in AXA Mandiri was approved
by Bank Indonesia through it’s letter No. 1271DPB1TPB1-1 dated July 22, 2010. After this acquisition, the Bank’s percentage of ownership in AXA Mandiri is 51.00.
Prior to January 1, 2011, goodwill arising from the acquisition of AXA Mandiri amounting to Rp40,128 amortized using the straight-line method over 5 five years with the estimation of
economic benefits of the goodwill. Effective January 1, 2011, in accordance with SFAS 22 Revised 2009, Business Combinations, goodwill is not amortized but is tested for impairment
annually. Bank periodically evaluates the impairment of goodwill in accordance with SFAS 48 Impairment of Assets see Note 2s. The balance of goodwill on December 31, 2015 amounted to
Rp37,194.
PT Mandiri AXA General Insurance
PT Mandiri AXA General Insurance MAGI is a joint venture between Bank Mandiri with AXA Société Anonyme engaged in general insurance. MAGI formerly known as PT Maskapai Asuransi
Dharma Bangsa PT Insurance Society Dharma Bangsa Ltd which was established based on Notarial Deed of Sie Khwan Djioe No. 109 dated July 28, 1961 in Jakarta and approved by the
Minister of Justice through its letter No. J.A.5114 dated January 20, 1962. The name of the Company, PT Maskapai Asuransi Dharma Bangsa, was subsequently changed to PT Asuransi
Dharma Bangsa as notarised by Imas Fatimah, S.H. No. 54 dated
December 17, 1997, and approved by the Minister of Justice through the Ministry of Justice Decree No. C2-
2421.HT.01.04.TH.98 dated March 26, 1998. In Bank Mandiri’s General Shareholder Meeting dated May 23, 2011, Bank Mandiri’s shareholders
approved the Bank’s plans to acquire 120,000 one hundred and twenty thousand new shares issued by PT Asuransi Dharma Bangsa. The Bank’s investment in PT Asuransi Dharma Bangsa
was approved by Bank Indonesia through its letter No. 1359DPB1TPB1-1 dated July 28, 2011.
On October 11, 2011, Bank Mandiri acquired 120,000 one hundred and twenty thousand new shares issued by PT Asuransi Dharma Bangsa with a total value of Rp60,000 as notarised by
Notarial deed of Yualita Widyadhari, S.H. No. 23 dated October 11, 2011. After this acquisition, Bank Mandiri became the controlling shareholder of PT Asuransi Dharma Bangsa with 60.00
ownership. This was ractified in the General Shareholder Meeting of PT Asuransi Dharma Bangsa in accordance with notarial deed of Yualita Widyadhari, SH No. 22 dated October 11, 2011. The
notarial deed had been submitted and received by the Ministry of Justice and Human Rights Republic of Indonesia as documented in its letter No. AHU-AH.01.10-10-33252 dated October 17,
2011 regarding Acceptance Notification on the Amendment of PT Asuransi Dharma Bangsa’s Article of Association.
Subsequently, the name of PT Asuransi Dharma Bangsa, was changed to PT Mandiri AXA General Insurance in accordance with the notarial deed of Yualita Widyadhari, S.H. No. 90 dated
October 18, 2011. The notarial deed had been submitted and received by the Ministry of Justice and Human Rights of the Republic of Indonesia as documented in its letter No. AHU-
51976.AH.01.02 dated October 25, 2011 regarding Acceptance Notification on the amendment of PT Mandiri AXA General Insurance’s Article of Association.
These consolidated financial statements are originally issued in Bahasa.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2015 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated
25
1. GENERAL INFORMATION continued
g. Subsidiaries and Associates continued PT Mandiri AXA General Insurance continued
In conducting its business, MAGI already obtained a license from the Insurance Bureau of Bapepam and LK Ministry of Finance of the Republic of Indonesia Biro Perasuransian Bapepam
dan LK Kementerian Keuangan through letter No. S-12583BL2011 dated November 22, 2011 concerning the Activation of General Insurance Business License and Change of the Company
Name from PT Asuransi Dharma Bangsa to PT Mandiri AXA General Insurance.
OJK through its letter No.S-42PB.312014 dated May 14, 2014 and letter No.S-94PB.312014 dated October 31, 2014 has approved the Increase of Investment PT Bank Mandiri Persero Tbk
in PT Mandiri AXA General Insurance amounted to Rp24,000 and Rp63,000. The increase in investment shares has been approved by circularised decision of the General’s Meeting
Shareholder RUPS. As documented in Notarial Wiwiek Widhi Astuti No. 20 dated June 6, 2014 and
No. 27 dated
November 21,
2014, has
been approved by
the Ministry of Justice and Human Rights through its letter No. AHU-03896.40.20.2014 dated June 12,
2014 and No. AHU-08879.40.21.2014 dated November 26, 2014. The addition of the equity investment does not change the percentage of share holders’ ownership where as Bank Mandiri
own 60 and AXA S.A by 40 of MAGI.
Based on the letter of approval from the OJK No. S-52PB.31 2015 dated June 25, 2015 regarding the Application for Approval of Increase in Investment PT Mandiri AXA General
Insurance, the FSA expressed no objection to the plan of the Bank made additional capital investments continued to MAGI Rp30,000. On July 9, 2015 has been carried out the execution of
the additional investment to the MAGI Rp30,000. The total increase in capital to the PT MAGI is amounting to 50,000 by the amount of additional capital injection in proportion to its percentage
shareholding in Bank Mandiri MAGI by 60 and AXA S.A by 40, so the Bank increased its investment of Rp30,000 and AXA S.A amounted to Rp20,000. The increase in capital did not
change the percentage of ownership in the overall MAGI-owned by Bank Mandiri amounting to 60 and AXA S.A by 40.
PT Asuransi Jiwa InHealth Indonesia
PT Asuransi Jiwa Indonesia InHealth “InHealth” was established on October 6, 2008 based on the notarial deed No. 2 of NM Dipo Nusantara Pua Upa, SH. InHealth has obtained its license
based on the Minister of Law and Human Rights of the Republic of Indonesia through its letter No. AHU-90399.AH.01.01 dated November 26, 2008. InHealth obtained its license to operate in
life insurance based on the decision letter of the Minister of Finance of the Republic of Indonesia No. KEP-381KM.1012009 dated March 20, 2009.
On December 23, 2013, Bank Mandiri and PT Kimia Farma Persero Tbk. and PT Asuransi Jasa Indonesia Persero as the purchaser by the Social Security Agency of Health BPJS; formerly
PT Askes Persero and the Cooperative Bhakti Askes as the seller has signed a Share Purchase Agreement Conditional on PT Asuransi Jiwa InHealth Indonesia InHealth where the execution
of transactions will be conducted in two 2 phases as follows:
1. Phase 1, namely the acquisition of 80 ownership of InHealth, where the ownership of the Bank is 60, PT Kimia Farma Persero Tbk, and PT Asuransi Jasa Indonesia Persero
respectively 10, as well as Health BPJS still has 20; and 2. Phase 2, namely the acquisition of 20 ownership BPJS on InHealth by the Bank so that the
total ownership of the bank is to be equal to 80. The composition of shareholding after the transaction InHealth stage 2 into Bank Mandiri has 80, PT Kimia Farma Persero Tbk. and
PT Asuransi Jasa Indonesia Persero respectively 10 of the total shares issued and fully paid InHealth.
