EGMS) 18 January 2010 Trading Period of Rights 1 – 5 February 2010 Effective Date 18 January 2010 Exercise Period of Rights 1 – 5 February 2010

Extraordinary General Meeting of Shareholderss (EGMS) 18 January 2010 Trading Period of Rights 1 – 5 February 2010 Effective Date 18 January 2010 Exercise Period of Rights 1 – 5 February 2010

Cum Date of Rights on: Final Date of Payment for Ordering 9 February 2010 Additional Shares • Regular Market and Negotiation Market 25 January 2010 Allotment Date 10 February 2010 • Cash Market 28 January 2010 Periode for Delivering Shares Resulting fromTthe Exercise of Rights Electronically 3 February 2010 –9 January 2010 Ex Rights Date of Trade on: Date of Refund Of Additional Shares 1 2 February 2010 • Regular Market and Negotiation Market 26 January 2010 Trading Period of Warrant Serial II on: • Cash Market 29 January 2010 • Regular Market and Negotiation Market 1 February 2010 – 25 January 2013 Registration Date of Shareholderss Entitled to • Cash Market 1 February 2010 – 30 Rights (Record Date) 28 January 2010 January 2013 Distribution Period of Rights Certificate 29 January 2010 Exercise Period of Warrant Serial II 1 August 2010 – 31 January 2013 Date of Rights and Warrant Serial II Listing on 1 February 2010 Expired Date of Warrant Serial II 31 January 2013 Stock Exchange

BAPEPAM - LK NEITHER PROVIDE ANY STATEMENT OF APPROVAL OR NON-APPROVAL OF THIS SECURITIES NOR PROVIDE ANY STATEMENT AS TO THE CORRECTNESS OR ADEQUACY OF THIS PROSPECTUS. ANY STATEMENT TO THE CONTRARY IS AGAINST THE LAW.

PT BAKRIE SUMATERA PLANTATIONS Tbk. IS FULLY RESPONSIBLE FOR THE CORRECTNESS OF ALL INFORMATION, DATA OR REPORT AND THE INTEGRITY OF OPINIONS AS PRESENTED IN THIS PROSPECTUS.

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Line of business: Engaged in plantation and processing of rubber and oil palm

Head Office Corporate Center - Jakarta Jl. Ir. H. Juanda Wisma Bakrie 2, 15th Floor Kisaran 21202, Kab. Asahan, Jl. H.R. Rasuna Said Kav. B-2 Sumatera Utara, Indonesia Jakarta 12920, Indonesia Telephone : (62-623) 41434 Telephone : (62-21) 252 1286 - 88 Fax : (62-623) 41066 Fax : (62-21) 252 1252 E-mail: [email protected] E-mail: [email protected] Website: http://www.bakriesumatera.com Website: http://www.bakriesumatera.com

LIMITED PUBLIC OFFERING II TO COMPANY’S SHAREHOLDERS FOR THE ISSUEANCE OF PREEMPTIVE RIGHTS (“RIGHTS”)

Total of 9,469,992,337 (nine billion four hundred sixty nine million and nine hundred ninety two thousand three hundred thirty seven) shares with a nominal value of Rp 100 (one hundred Rupiah) per share offered at the Exercise Price of Rp 525 (five hundred twenty five Rupiah) per share so that the total issuance will be Rp 4,971,745,976,925 (four trillion nine hundred seventy one billion, seven hundred forty five million and nine hundred seventy six thousand nine hundred twenty five Rupiah) issued from the portfolio and will be listed on Jakarta Stock Exchange and Surabaya Stock Exchange. Every holder of 2 (two) shares whose name is registered in Shareholderss Register Book on 28 January 2010 at 16.00 WIB is entitled to receive 5 (five) Rights to buy 5 (five) shares offered at Bid Price of Rp 525 (five hundred twenty five rupiah) per share that must be fully paid upon submitting the application for Rights Exercise. Every 15 (fifteen) new shares resulting from the exercise of Rights are included 1 (one) Warrant Serial II issued free of charge as incentive for the Company’s shareholders and/or Rights holder exercising their right.

Simultaneously with this Limited Public Offering III, the Company issues 631,332,822 (six hundred thirty one million three hundred thirty two thousand and eight hundred twenty two) Warrant Serial II. Warrant Serial II is a security that give right to its holder to buy share with nominal value of Rp 100 (one hundred Rupiah) per share at the exercise price of Rp 530 (five hundred thirty Rupiah) per share that can be exercised during the exercise period of warrant for 3 years commencing from 1 August 2010 to 31 January 2013 where every holder of 1 (one) warrant has right to buy 1 (one) share of PT Bakrie Sumatera Plantations Tbk. The holder of Warrant Serial II do not have the right as shareholder, including right of dividend, as long as the Warrant Serial II were not being exercised to share. If the Warrant Serial II were not being exercised until the end of exercise period, the Warrant Serial II would be expired, valueless and void. The validity period of Warrant Serial II can be extended by taking into account the prevailing provision as well as legislation. The result of Rights exercise and result of Warrant Serial II exercise offered through this Limited Public Offering III are entirely the shares issued by the Company’s Portfolio and will be listed in the Indonesian Stock Exchange.

If the shares offered in this Limited Public Offering II are taken or acquired by the Rights holder, the remaining shares shall be allocated to the other Rights holder who have exercised their Rights greater than their Rights as contained in the Register of Rights Holder, proportionally pursuant to the Rights that are already exercised.

In the event that after the allocation there are still any remaining shares, pursuant to the Notarized Standby Buyer Agreement for the Limited Public Offering III of PT Bakrie Sumatera Plantations Tbk in the Deed No. 74 dated 8 December 2009, drawn up before Aulia Taufani, S.H, as substitute for Sutjipto, S.H., Notary in Jakarta, it is agreed that the remaining shares not taken by the shareholders entirely will be taken by PT Danatama Makmur at the same price as the price of Limited Public Offering III of the Company, which is Rp 525 (five hundred and twenty five Rupiah) per share.

The Pre-Emptive Rights (hereinafter referred to as “Rights”) can be traded on and off the Indonesian Stock Exchange commencing from 1 February 2010 to 5 February 2010.

For the shareholders whose Rights has denomination, such denomination shall be owned by the Company and shall be sold by the Company. The fund received from such selling shall be deposited to the Company’s account.

THIS LIMITED PUBLIC OFFERING III BECOMES EFFECTIVE AFTER BEING APPROVED BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY. IN THE EVENT THAT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DOES NOT APPROVE THE RIGHTS ISSUE, ANY ACTIVITY TO PERFORM BY THE COMPANY WITH REGARD TO THE ISSUE OF RIGHTS ACCORDING TO THE ABOVE MENTIONED SCHEDULE SHALL BE CONSIDERED NOT TO HAVE TAKEN PLACE.

THE MAJOR RISK FACED BY THE COMPANY SHALL BE THE COMMODITY PRICE FLUCTUATION

IMPORTANT NOTICE Considering that the shares offered are 9,469,992,337 (nine billion four hundred sixty nine million and nine hundred ninety two thousand three hundred thirty seven) shares, if the existing shareholders did not exercise their rights, their ownership in the company would be diluted by maximum of 71.43% after the exercise of the Rights and maximum 72.73% after exercise of Warrant Serial II.

STANDBY BUYER PT DANATAMA MAKMUR THE COMPANY WILL NOT ISSUE SHARES RESULTING FROM LIMITED PUBLIC OFFERING III IN FORM OF COLLECTIVE CERTIFICATE. THE SHARES WILL BE DISTRIBUTED ELECTRONICALLY AND WILL BE ADMINISTRATED IN COLLECTIVE DEPOSIT BY PT KUSTODIAN SENTRAL EFEK INDONESIA.

PT Bakrie Sumatera Plantations Tbk. (hereinafter referred to as “Company”) has submitted a Registration Statement with letter No. 077/Dir-BSP/Bapepam/XII/2009 in respect of the Limited Public Offering III through the issue of Rights (hereinafter referred to as “Limited Public Offering III”) to the Chairman of Capital Market and Financial Institution Supervisory Board (BAPEPAM-LK) on 14 December 2009, in accordance with the terms and conditions stipulated in Regulation No. IX.D.1 enclosure to BAPEPAM Chairman Decision No. Kep-26/PM/2003 dated 17 July 2003 on Rights Issue and Bapepam Regulation No. IX.D.2 enclosure to BAPEPAM Chairman Decision No. Kep.08/PM/2000 dated 13 March 2000 on “The Guidelines of the Form and the Content of the Registration Statement for the Pre-emptive Rights” which is the implementation of Law No. 8/1995 dated 10 November 1995 on Capital Market.

The Company together with the Capital Market Supporting Institutions and Professionals involved in the Limited Public Offering III are fully responsible for the correctness of all data, information or report as well as the honesty of opinions presented in this Prospectus in accordance with their respective tasks based on the prevailing rules and the respective code of ethics and professional standards.

In regard to this Limited Public Offering III, all affiliated parties are prohibited from providing any explanation and/or furnishing any statement or whatsoever concerning matters which are not disclosed in this Prospectus without the prior written approval from the Company.

If the shares offered in this Limited Public Offering III are not entirely taken or acquired by the Rights Holder, then the remainder will be allocated to the other Rights Holder making order greater than its right as contained in the Register of Rights Holder, proportionally based on the right exercised.

If after such allocation, there are still remainder of shares offered, then according to the provisions in the Deed of Agreement on Purchase of Remainder of Shares in Limited Public Offering III of PT. Bakrie Sumatera Plantations Tbk. No. 74 dated December 8, 2009 drawn up before Aulia Taufani, S.H., as substitute of Sutjipto, S.H., Notary Public in Jakarta, it is agreed that the remaining shares not taken by the shareholders entirely will be taken by PT Danatama Makmur at the same price as the price of Limited Public Offering III of the Company, which is Rp 525 (five hundred and twenty five Rupiah) per share.

The Capital Market Supporting Institutions and Professionals involved in this Limited Public Offering III expressly state that they are not affiliated to the Company, directly or indirectly as defined in the Capital Market Law.

Every amendment or addition to information on Rights Issue will be announced within not later than 2 (two) business days before RUPSLB.

The Company has presented all the information required to be published to public and there are no other material information that have been omitted which would make the information contained in the Prospectus become untrue or misleading.

This Limited Public Offering III is not listed based on Laws and/or Regulations other than prevailing Laws and Regulations in Indonesia. Any person outside Indonesia who receives this Prospectus or a Right Certificate should not consider such documents as an offer to purchase shares or to exercise the Pre-emptive Right, except if such offer, acquisition of shares or the exercise of the Pre-emptive Right would not be in conflict with or would not constitute a violation of the Laws and regulations that are in force in said country.

TABLE OF CONTENTS

TABLE OF CONTENTS ...... iii DEFINITIONS AND ABBREVIATIONS ...... 1 SUMMARY ...... 4 I. LIMITED PUBLIC OFFERING III ...... 9 II. PLAN OF ALLOCATION OF PROCEEDS OF LPO III...... 12 III. INFORMATION ON THE ACQUISITION TRANSACTION...... 14 1. Reason and Objective of Transaction ...... 14 2. Object, Value and Fair Market Price of Company in Transaction...... 15 3. Information on Seller ...... 15 4. Summary on Settlement Requirements ...... 17 5. Opinion from Independent Party ...... 19 6. Information on Target Company ...... 19 7. Transaction Characteristic...... 32 8. Structure of Company Before and After Transaction ...... 33 9. Financial Impact of Transaction ...... 34 10. The Company’s EGMS ...... 36 11. Statement from Commissioners and Directors ...... 37 12. Recommendation of Company’s Commissioners and Directors ...... 37 13. Party that can be contacted by the Shareholderss to Obtain Information on This Transaction ...... 37 IV. STATEMENT OF DEBT ...... 38 V. MANAGEMENT ANALYSIS AND REVIEW ...... 43 1. General...... 43 2. Finance...... 44 3. Marketing & Sale ...... 49 4. Business prospect ...... 50 5. Risk Management ...... 51 VI. RISK FACTOR ...... 53 VII. IMPORTANT EVENTS AFTER ACCOUNTING REPORT ...... 56 VIII. DESCRIPTION ON COMPANY ...... 57 1. Brief History...... 57 2. Development of Company’s Shares ownership ...... 58 3. Brief Description on Legal Entity Shareholderss that owned 5% (Five Percent) or more of the Company’s Shares ...... 58 4. Management and Supervision...... 60 5. Human Resources (HR) of Company and Subsidiary ...... 65 6. Information on Subsidiaries...... 67

iii 7. Ownership Relationship, Management and Supervision of the Company and Legal Entity Shareholderss ...... 84 8. Important Agreements...... 86 9. Information on Fixed Assets...... 88 10. Insurance...... 90 11. Transaction With Related Parties...... 97 12. The Lawsuit that is faced by the Company, and the Subsidiaries ...... 99 13. Social Responsibility and Environmental Protection...... 99 14. Analysis for Environmental Impact...... 99 15. Application of Good Corporate Governance ...... 104 IX. ACTIVITIES AND PROSPECT OF THE COMPANY...... 106 1. General...... 106 2. Competitive Advantage ...... 106 3. Production ...... 107 4. Sales and Marketing ...... 117 5. Corporate Strategy ...... 121 6. Business Competition...... 121 X. INDUSTRY...... 123 1. Oil Palm ...... 123 2. Natural Rubber ...... 127

XI. SUMMARY OF FINANCIAL HIGHLIGHT...... 128 XII. EQUITY...... 129 XIII. DIVIDEND POLICY ...... 130 XIV. TAXES ...... 131 XV. SUPPORTING INSTITUTIONS AND PROFESSIONALS ...... 132 XVI. STANDBY BUYER...... 134 XVII. REQUIREMENT FOR APPLYING AND PURCHASING OF SHARES...... 135 XVIII. INFORMATION ON RIGHTS AND WARRANT...... 140 XIX. DISTRIBUTION OF PROSPECTUS AND RIGHT CERTIFICATE ...... 149

DEFINITIONS AND ABBREVIATIONS

AGW : PT Agrowiyana AI : AI Finance B.V. AIRPL : Agri International Resources Pte. Ltd. AM : PT Air Muring AMDAL : Environmental Impact Study AMM : PT Agro Mitra Madani Subsidiary : a Company of which the shares owned by the Company are more than 50% or equal to 50% if there is the control of Company to such company ARBV : Agri Resources B.V. BAE : Securities Administrative Bureau Bapepam : Capital Market Supervisory Agency Bapepam-LK : Capital Market and Financial Institution Supervisory Agency Bappedal : Environmental Impact Control and Management Board BNBR : PT Bakrie & Brothers Tbk BNRI : State Gazette of the Republic of Indonesia BPP : PT Bakrie Pasaman Plantations BRBE : PT Bakrie Rekin Bio Energy BSEP : PT Bakrie Sentosa Persada BSPF : BSP Finance B.V. BSR : Block Skim Rubber, one of rubber product that using raw material from by product of the concentrated latex process. BSR can be used to produce low quality shoes and slippers. Stock Exchange : Jakarta Stock Exchange and Surabaya Stock Exchange BVI : British Virgin Islands CAGR : Compounded Average Growth Rate CCI : PT Citalaras Cipta Indonesia CPO : Crude Palm Oil CSPA : Conditional Sales & Purchase Agreement CSR : Corporate Social Responsibility DAIP : PT Domas Agrointi Perkasa DAP : PT Domas Agrointi Prima Dekopin : Indonesian Cooperatives Board DSIP : PT Domas Sawitinti Perdana DPS : Shareholderss Register EMAL : PT Eramitra Agrolestari ERM : Environmental Resources of Management FSC : PT Flora Sawita Chemindo FPE : Form for Securities Orders FPPS : Form for Share Purchase Orders GAPKI : Indonesian Palm Oil Producers Association GIN : PT Guntung Idamannusa

1 GLP : PT Grahadura Leidongprima Oleo Group : DAP, SMAP, SIP, FSC, DAIP, DSIP Ha : Hectare Trading Day : The day when securities trading is held in the stock exchange which is on Monday to Friday, except it is a national holiday or stated as a holiday by the stock exchange HGB : Building Rights on Land HGU : Business Rights on Land HIM : PT Huma Indah Mekar Rights : Preemptive Rights IKP : PT Inti Kemitraan Perdana (JOP’s Subsidiary) IRSG : International Rubber Study Group, a research/consultant institution on technology and price of rubber products JAW : PT Jambi Agrowijaya JOP : PT Julang Oca Permana KSEI : PT Kustodian Sentral Efek, a service institution on Collective Deposit of Equity Securities and Sales Agent KUD : Koperasi Unit Desa/Cooperative Public : The Company shareholders who owned less than 5% of Company’s shares Minister of Justice : Minister of Justice of the Republic of Indonesia, whose name was amended to “Minister of Law and Regulations of the Republic of Indonesia”, at present it is titled as “Minister of Justice and Human Rights of the Republic of Indonesia” MML : PT Menthobi Mitra Lestari MMM : PT Multrada Multi Maju MMR : PT Menthobi Makmur Lestari Monrad : PT Monrad Intan Barakat NAM : PT Nibung Arthamulia PJB : PT Ladang Bolak Jaya Regulation IX.D.1 : Enclosure to Bapepam Chairman Decision No. KEP- 26/PM/2003 dated 17 July 2003 on “Pre-Emptive Rights” Regulation IX.D.2 : Enclosure to Bapepam Chairman Decision No. KEP- 08/PM/2000 dated 13 March 2000 on “The Guidelines of the Form and the Content of the Registration Statement for the Pre-emptive Rights” Regulation No. IX.D.4 : Enclosure to Bapepam Chairman Decision No. KEP- 44/PM/1998 dated 14 August 1998 on “Capital Increasing Without Rights Issue” Regulation No. IX.E.2 : Enclosure to Bapepam Chairman Decision No. KEP- 02/PM/2001 dated 20 February 2001 on “Material Transaction and Changes in Main Business Activities” Company : PT Bakrie Sumatera Plantations Tbk. Target Company : Oleo Group, JOP, CCI and Monrad PKS : Pabrik Kelapa Sawit/Palm Oil Mill PP : PT Perjapin Prima

2 PPJB : Share Sale and Purchase Agreement PT : Limited Liability Company LPO : Limited Public Offering Rekin : PT Rekayasa Industri ROA : Return on Assets ROE : Return on Equity Rp : Rupiah RSS : Ribbed Smoked Sheets, high quality rubber product used as raw material in tire and molded rubber manufacturing GMS : General Meeting of Shareholderss EGMS : Extraordinary General Meeting of Shareholderss RZB : Raiffeisen Zentralbank Österreich AG (RZB-Austria), Singapore branch, creditor of GLP Rights Certificate : Certificate of Pre-emptive Rights SBK : Certificate of Ownership SCB : Standard Chartered Bank SIP : PT Sarana Industama Perkasa SIR : Standard Indonesia Rubber, medium quality of rubber product used as raw material in tire and other rubber product manufacturing Sisminbakum : Legal Entity Administration System SKS : Collective Shares Certificate SMAP : PT Sawitmas Agro Perkasa SNP : PT Sumbertama Nusapertiwi S$ : Singapore Dollar Tbk. : Terbuka/Public TBM : Immature Plant TBN : Supplement to State Gazette of the Republic of Indonesia TBS : Fresh Fruit Bunch TDP : Company Registration Letter TM : Mature Plant Transaction : Limited Public Offering III with Pre-Emptive Rights (“LPO III”), in which the fund as the result of LPO III will be allocated as referred to in Chapter II Plan to Use Fund Gained from the Result of LPO III. Acquisition Transaction : Acquisition of 100% shares of DAP, 100% shares of SMAP, 100% shares of SIP, 100% shares of FSC, 100% shares of DAIP, 100% shares of DSIP, 100% shares of JOP, 100% shares with CCI and 100% shares of Monrad. US$ : United States Dollar Company Law : Law No. 40 year 2007 on Limited Liability Company

SUMMARY

The summary consists of facts and other important consideration and it is an inseparable part and should be read in connection with detailed information and financial statements and its notes contained in this Prospectus. All the Company’s financial information is prepared in Indonesian Rupiah currency and in conformity with the Generally Accepted Accounting Principle in Indonesia.

Brief History of the Company

PT Bakrie Sumatera Plantations Tbk. (hereinafter referred to as “Company”), was established in 1911 under the name of “Naamlooze Vennootschap Hollandsch Amerikaansche Plantage Maatschappij”. The Company’s name has been amended several times and in the latest became PT Bakrie Sumatera Plantations Tbk. The Company’s Articles of Association were first published in Official Gazette of the Republic of Indonesia No. 14 dated 18 February 1941 Supplement No. 101. The Company’s Articles of Association has been amended several times, the latest amendment was by Deed of Notary Public Sutjipto, S.H., Notary in Jakarta No. 98 dated 14 May 2008 on amendment to entire Articles of Association for adjustment to the Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Company as well as Enclosure to Bapepam & LK Chairman Decision No. Kep- 179/BL/2008 dated May 14, 2008 regarding Principles of Articles of Association of Company Exercising Equity Securities Public Offering and Public Company. Such amendment has obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia No. AHU- 03156.AH.01.02.Year 2009.

The Company is an integrated rubber and oil palm plantation industry having commitment to triple bottomline. Its main business line spread from the preparation of land and manpower, seedling, planting, maintenance and harvesting, until raw material processing and natural rubber and palm oil derivative product development. The partnership in the togetherness spirit has become part of the Company’s identity, whether in terms of relation with the plasma farmer, supplier and buyer, or in terms of relation with the investor.

Besides its main business line, the Company also provides the plantation management service and has special company to manage the investment.

Company’s Securities Public Offering

On 6 January 1990, the Company obtained permit from the Minister of Finance of the Republic of Indonesia by the Letter No. SI/075/SHM/MK.10/1990 to exercise the public offering to the public for 11.1 million shares at nominal value of Rp 1,000.00 (one thousand Rupiah) per share through the stock exchange in Indonesia at offering price of Rp 10,700.00 (ten thousand seven hundred Rupiah) per share. In 1997, the Company made the stock split 2-for-1 thereby changing the nominal value of ordinary shares from Rp 1,000.00 (one thousand Rupiah) to Rp 500.00 (five hundred Rupiah) as well as announced nine bonus shares for five existing shares from the additional paid up capital.

In June 1999, the Company announced one share divided for five existing shares from the profit balance. On 31 December 1999, the Company has listed all shares Issued and paid up with the Indonesian Stock Exchange (formerly Jakarta and Surabaya Stock Exchanges).

On 18 October 2004, the Company made the stock split 5-for-1 thereby changing the nominal value of ordinary shares from Rp 500.00 (five hundred Rupiah) to Rp 100.00 (one hundred Rupiah), and on 10 November 2004, the Company exercised the Limited Public Offering I with Pre-Emptive Right namely 1,087,800,000 shares, that entire Issued and paid shares have been listed in the Indonesian Stock Exchange. The price of this Limited Public Offering I above was Rp 200.00 (two hundred Rupiah).

On 29 August 2007, the Company exercised the Limited Public Offering II with Pre-Emptive Right namely 1,456,875,000 shares, that entire Issued and paid shares have been listed in the Indonesian Stock Exchange. The price of this Limited Public Offering II above was Rp 1,100.00 (one thousand one hundred Rupiah).

4 In addition, the Company has issued the Senior Secured Notes bond, through BSPF. Such bond was recorded in SGX-ST stock exchange Singapore in 2006, and its value has been increased in 2007 from US$ 110,000,000.00 to US$ 160,000,000.00. In 2008, the Company deepened its vertical integration by constructing the seed manufacturer, as well as increasing its commitment to RSPO principle appropriation by initialing the emission decrease project in three palm oil processing manufactures according to Kyoto Protocol. The Company has domicile in Environment VIII, Kisaran Timur Village, Kota Kisaran Timur Sub District at center office at Jl. H. Juanda, Range 21202, Asahan District, North Sumatera. In accordance with Article 3 of Company’s Articles of Association, the Company is engaged in plantation, processing and trading of agricultural and industrial products. The plantation business has operated commercially since 1911.

LIMITED PUBLIC OFFERING III (“PUT”)

Hereinbelow information on Limited Public Offering III: Number of shares offered in Rights : 9,469,992,337 Ratio of existing shares to Rights : 2 : 5 Exercise Price of Rights : Rp 525 Ratio of Shares as result of Rights and Warrant Serial II ratio : 15 : 1 Exercise Price of Warrant Serial II : Rp 530 Number of Warrant Serial II : 631,332,822

With assumption that if all shares offered in this LPO III have been entirely sold, the Company’s capital structure and shareholders after LPO III is presented on proforma basis in table hereinbelow:

Before LPO III1 After LPO III Description Number of Amount (Rp) % Number of Amount (Rp) % Shares Shares Authorized Capital 1,500,000,000,0 1,500,000,000,0 15,000,000,000 15,000,000,000 00 00 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk. qq Bakrie (BSP) Limited 560,500,250 56,050,025,000 14,80 1,961,750,875 196,175,087,500 14,80 Public2 3,227,496,685 322,749,668,500 85,20 11,296,238,397 1,129,623,839,700 85,20 Total Issued and Paid-Up Capital 3,787,996,935 378,796,693,500 100,00 13,257,989,272 1,325,798,927,200 100,0 Shares in Portfolio 11,212,033,065 1,121,203,306,500 1,742,010,728 174,201,072,800 1 Based on DPS on 31 August 2009 2 shareholder below 5%, including the shares re-gained (treasury stock) namely 6,100,000 shares

If all existing shareholders fail to exercise their rights to Pre-Emptive Rights, then total Company’s Issued and paid-up capital before and after LPO III on proforma basis will be as follows: Before LPO III1 After LPO III Description Number of Amount (Rp) % Number of Amount (Rp) % Shares Shares Authorized Capital 15,000,000,000 1,500,000,000,0 15,000,000,000 1,500,000,000,0 00 00 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk. qq Bakrie (BSP) Limited 560,500,250 56,050,025,000 14,80 560,500,250 56,050,025,000 4,23 Public 3,227,496,685 322,749,668,500 85,20 3,227,496,685 322,749,668,500 24,34 Standby Buyer - - - 9,469,992,337 946,999,233,700 71,43 Total Issued and Paid-Up Capital 3,787,996,935 378,796,693,500 100,00 13,257,989,272 1,325,798,927,200 100,00 Shares in Portfolio 11,212,033,065 1,121,203,306,500 1,742,010,728 174,201,072.800 1 Based on DPS on 31 August 2009 2 shareholder below 5%, including the shares re-gained (treasury stock) namely 6,100,000 shares

5 If all existing shareholders exercising their rights to Pre-Emptive Rights and Warrant Serial II gained by the Shareholders in this LPO III has been entirely exercised to become new shares in the Company, then the Company’s capital structure and shareholders before and after exercise of warrant will be as follows: Before LPO III1 After LPO III Description Number of Amount (Rp) % Number of Amount (Rp) % Shares Shares Authorized Capital 15,000,000,000 1,500,000,000,000 15,000,000,000 1,500,000,000,000 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk. qq Bakrie (BSP) Limited 1,961,750,875 196,175,087,500 14,80 2,055,167,583 205,516,758,300 14,80 Public2 11,296,238,397 1,129,623,839,700 85,20 11,834,154,512 1,183,415,451,200 85,20 Total Issued and Paid-Up Capital 13,257,989,272 1,325,798,927,200 100,0 13,889,322,095 1,388,932,209,500 100,00 Shares in Portfolio 1,742,010,728 174,201,072,800 1,110,677,905 111,067,790,500 1 shareholder below 5%, including the shares re-gained (treasury stock) namely 6,100,000 shares

ALLOCATION OF PROCEEDS OF LPO III

The proceeds raised from this LPO III after deduction of the emission cost will be allocated with breakdown as follows:

1. 64.9% or about Rp 3,160 billion will be allocated to increase the capital in certain Subsidiary, for then will be used by such certain Subsidiary to acquire the companies running in palm oil and rubber plantation sector as well as oleochemical processing with breakdown as follow:

a. 45.2% or about Rp 2,200 billion will be allocated as follows:

i. 22.6% or about US$ 110 million or equal to about Rp 1,100 billion will be allocated to acquire 100% of shares in DAP (having ownership of 99.6% of shares in SMAP), 0.4% of shares in SMAP, 100% of shares in SIP, 100% of shares in FSC, 100% of shares in DAIP, and 100% of shares in DSIP;

ii. 11.5% or about Rp 560 billion will be allocated to increase the capital in Oleo Group, for then used by Oleo Group as capital expenditure (capex) of Oleo Group; and

iii. 11.1% or about Rp 540 billion will be allocated for working capital in Oleo Group

b. 11.3% or about Rp 550 billion will be allocated to acquire Monrad company (by acquiring 100% of shares in Monrad). Monrad is a palm oil plantation company in Limamar Village, Astambul Sub District, Banjar District, South Kalimantan.

c. 5.1% or about Rp 250 billion will be allocated to acquire JOP company (by acquiring 100% of shares in JOP). JOP is a rubber plantation company in Tanjung Kemenyan Village, Napal Putih Sub District, Bengkulu Utara District, Bengkulu Province.

d. 3.3% or about Rp 160 billion will be allocated to acquire CCI company (by acquiring 100% of shares in CCI). CCI is a palm oil plantation company at Jl. Raya Tapan Bengkulu, Talang Bungo Nagari Tapan, Basa Ampek Balai Sub District, Pesisir Selatan District, Padang West Sumatera.

2. About 25.7% or about Rp 1,250 billion will be allocated to develop the Company’s business, especially relating to upstream business such as plantation.

3. About 9.5% or about Rp 460 billion will be allocated as additional working capital of the Company.

The proceeds raised from the exercise of Warrant Serial II, if all Warrant Serial II were exercised by the holder, will be used by the Company entirely for additional working capital of the Company and Subsidiary.

6 Detail Use of Proceeds Raised From LPO III can be read in Chapter II of this Prospectus.

RISK FACTORS

The risks predicted able to 1ffect the Company’s business in general are as follows: Industrial Risks: 1. Risk of commodity price fluctuation 2. Application of export tax and other regulations that may affect the Company’s business 3. Supply exceed risk

Business Risks: 1. Risk of climate 2. Risk of business competition 3. Risk of employees strike 4. Risk of changes in regulation 5. Risk of foreign exchange rate 6. Risk of plantation security 7. Risk of raw material supply from third party 8. Risk of environmental pollution

SUMMARY OF FINANCIAL HIGHLIGHT

The table below describes summary of Company’s financial highlight for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion.

(in million Rupiah) 31 December Description 31 August 2009 2008 2007 2006 Assets Current Assets 766,792 746,422 1,427,343 671,586 Non Current Assets 4.281.017 3.953.897 2.883.561 1.111.415 Total Assets 5.047.809 4.700.319 4.310.904 1.783.001

Liabilities and Equity Current Liabilities 852.995 501.507 449.844 189.279 Current Liabilities 1.599.129 1,727,633 1,474,471 951,236 Total Liabilities 2,452,124 2,229,140 1,924,315 1,140,515 Minority interest 1,303 1,000 1,383 - Equity 2,594,381 2,470,178 2,385,206 642,485 Total Liabilities and Equity 5,047,809 4,700,319 4,310,904 1,783,001

Net Sale 1,486,243 2,931,419 1,949,018 1,180,622 Gross Profit (Loss) 431,557 1,022,022 670,043 410,942 Operating Profit (Loss) 316,391 759,697 488,871 292,158 Profit (Loss) Before Income Tax 268.287 279,775 343,930 250,464 Net Profit (Loss) 176,149 173,569 206,575 172.898

DIVIDEND POLICY The Company plans to distribute the dividend in cash to all shareholders every year depending on the Company’s financial condition in the related year without diminishing the right of GMS to make decisions otherwise in accordance to the Company’s Article of Association.

7 Starting from the year ended on 31 December 2009, the Company plans to pay cash dividend from net profit after income tax based on the following policy:

Net Profit After Tax Cash Dividend Until Rp 100,000,000,000,- 10% -15% Above Rp 100,000,000,000,- 16% -20%

There is no changes in the Company’s dividend policy from that of the dividend policy disclosed in LPO II prospectus published in 2007.

I. LIMITED PUBLIC OFFERING III

The Company’s Directors on behalf of the Company hereby conduct a LPO II to shareholders through the Rights issue of 9,469,992,337 (nine billion four hundred sixty nine million and nine hundred ninety two thousand three hundred thirty seven) shares with a nominal value of Rp 100 (one hundred Rupiah) per share with exercise price of Rp 525 (five hundred twenty five Rupiah) per share so that the total value of issuance will be Rp 4,971,745,976,925 (four trillion nine hundred seventy one billion, seven hundred forty five million and nine hundred seventy five thousand and nine hundred twenty five Rupiah) issued from Company’s portfolio and will be listed on Indonesian Stock Exchange.

Every holder of 2 (two) shares whose name is registered in DPS on 28 January 2010 at 16.00 WIB is entitled to receive 5 (five) Rights to buy 5 (five) new shares offered at the price of Rp 525 (five hundred twenty five Rupiah) per share which must be fully paid at the time of submitting an application to exercise the Rights.

Every 15 (fifteen) new shares resulting from the exercise of Rights are included 1 (one) Warrant Serial II offered for free as an incentive for the shareholders and/or Rights holders who exercised their Rights.

Warrant Serial II is a security that give right to its holder to buy new share with nominal value of Rp 100 (one hundred Rupiah) per share offered at the price of Rp 530 (five hundred thirty Rupiah) per share that can be exercised commencing from 1 August 2010 to 31 January 2013 where every 1 (one) Warrant Serial II has right to buy 1 (one) new share at the exercise price. Holder of Warrant Serial II do not have the same right as shareholder, including right of dividend as long as their Warrant Serial II were not being exercised to share. If the Warrant Serial II were not being exercised until the end of exercise period, the Warrant Serial II would be expired, valueless and void. The validity period of Warrant Serial II will not be extended.

PT BAKRIE SUMATERA PLANTATIONS Tbk.

line of business: Engaged in plantation and processing of rubber and oil palm

Head Office Corporate Center - Jakarta Jl. Ir. H. Juanda Wisma Bakrie 2, 15th floor Kisaran 21202, Kab. Asahan, Jl. H.R. Rasuna Said Kav. B-2 Sumatera Utara, Indonesia Jakarta 12920, Indonesia Telephone : (62-623) 41434 Telephone : (62-21) 252 1286 - 88 Fax : (62-623) 41066 Fax : (62-21) 252 1252 E-mail: [email protected] E-mail: [email protected] Website: http://www.bakriesumatera.com Website: http://www.bakriesumatera.com

MAJOR RISK FACED BY THE COMPANY SHALL BE THE COMMODITY PRICE FLUCTUATION

Other business risk faced by the Company can be read in Chapter VI on “Risk Factor” in this Prospectus.

9 Company’s Articles of Association has been amended several times, the latest amendment was by Deed of Notary Public Sutjipto, S.H., Notary in Jakarta No. 98 dated 14 May 2008 on amendment to entire Articles of Association for adjustment to the Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Company as well as Enclosure to Bapepam & LK Chairman Decision No. Kep- 179/BL/2008 dated May 14, 2008 regarding Principles of Articles of Association of Company Exercising Equity Securities Public Offering and Public Company. Such amendment has obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia No. AHU- 03156.AH.01.02.Year 2009.

Before this LPO III, the Company has listed all shares on Indonesian Stock Exchange, constituting all Company’s Issued and paid up capital with details of listing is presented in table below:

Accumulated Number Description Date Number of Shares of Shares Initial Public Offering 6 March 1990 11,100,000 11,100,000 Company Listing 2 February 1996 25,900,000 37,000,000 Stock Split (@Rp 500/share) 26 August 1996 37,000,000 74,000,000 Bonus Share 16 September 1996 133,200,000 207,200,000 Share Dividend 23 August 1999 41,440,000 248,640,000 Stock Split (@Rp 100/share) 3 November 2004 745,920,000 994,560,000 Limited Public Offering I 1 December 2004 1,336,440,000 2,331,000,000 Limited Public Offering II 29 August 2007 1,456,875,000 3,787,875,000 Exercise of Warrant Serial I 12 March 2008 – 31 August 2009 121,935 3,787,996,935 Buy Back (6,100,000) Total Listed Shares 3,787,996,935 3,787,996,935 * including the shares already bought back

The Company’s capital structure and shareholder composition on 31 August 2009 according to DPS published by PT EDI Indonesia as the Company’s BAE is as follows:

Description Number of Shares Nominal Value % Authorized Capital 15,000,000,000 1,500,000,000,000 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk, qq Bakrie (BSP) Limited 560,500,250 56,050,025,000 14,80 Public1 3,227,496,685 322,749,668,500 85,20 Total Issued and Paid-Up Capital 3,787,996,935 378,796,693,500 100,00 Total shares in Portfolio 11,212,033,065 1,121,203,306,500 1: shareholder below 5%, including the shares re-gained (treasury stock) namely 6,100,000 shares

Before LPO III1 After LPO III Description Number of Number of Amount (Rp) % Amount (Rp) % Shares Shares Authorized Capital 15,000,000,000 1,500,000,000,000 15,000,000,000 1,500,000,000,000 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk, qq Bakrie (BSP) Limited 560,500,250 56,050,025,000 14,80 1,961,750,875 196,175,087,500 14,80 Public2 3,227,496,685 322,749,668,500 85,20 11,296,238,397 1,129,623,839,700 85,20 Total Issued and Paid-Up Capital 3,787,996,935 378,796,693,500 100,00 13,257,989,272 1,325,798,927,200 100,0 Shares in Portfolio 11,212,033,065 1,121,203,306,500 1,742,010,728 174,201,072,800 1 Based on DPS on 31 August 2009 2 shareholder below 5%, including the shares re-gained (treasury stock) namely 6,100,000 shares

If all existing shareholders fail to exercise their rights to Pre-Emptive Rights, then total Company’s Issued and paid-up capital before and after LPO III on proforma basis will be as follows:

Before LPO III After LPO III Number of Number of Description Amount % Amount % Shares Shares Authorized Capital 15,000,000,000 1,500,000,000,000 15,000,000,000 1,500,000,000,000 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk, qq Bakrie (BSP) Limited 560,500,250 56,050,025,000 14,80 560,500,250 56,050,025,000 4,23 Public 2 3,227,496,685 322,749,668,500 85,20 3,227,496,685 322,749,668,500 24,34 Standby Buyer - - - 9,469,992,337 946,999,233,700 71,43 Total Issued and Paid-Up Capital 3.787,996,935 378,796,693,500 100,00 13,257,989,272 1,325,798,927,200 100,00 Shares in Portfolio 11,212,033,065 1,121,203,306,500 1,742,010,728 174,201,072,800 1 Based on DPS on 31 August 2009 2 shareholder below 5%, including the shares re-gained (treasury stock) namely 6,100,000 shares

If all existing shareholders exercising their rights to Pre-Emptive Rights and Warrant Serial II gained by the Shareholders in this LPO III has been entirely exercised to become new shares in the Company, then the Company’s capital structure and shareholders before and after exercise of warrant will be as follows: After LPO III After exercise of Warrant Serial II Description Number of Number of Amount % Amount % Shares Shares Authorized Capital 15,000,000,000 1,500,000,000,000 15,000,000,000 1,500,000,000,000 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk, qq Bakrie (BSP) Limited 1,961,750,875 196,175,087,500 14,80 2,055,167.583 205,516.758,300 14,80 Public1 11,296,238,397 1,129,623,839,700 85,20 11,834,154,512 1,183,415,451,200 85,20 Total Issued and Paid-Up Capital 13,257,989,272 1,325,798,927,200 100,0 13,889,322,095 1,388,932,209,500 100,00 Shares in Portfolio 1,742,010,728 174,201,072,800 1,110,677,905 111,067,790,500 1 shareholder below 5%, including the shares re-gained (treasury stock) namely 6,100,000 shares

Percentage of shares as the result of warrant exercise to entire Issued and paid up capital of the Company currently is 16.67%.

The Rights holders who will not use their right to buy new shares in relation with this LPO II, could sell their right to other party commencing from 1 February 2010 to 5 February 2010 on and off Stock Exchange, according to Regulation No. IX.D.1 on “Rights Issue”. If the shares offered in this Limited Public Offering II are taken or acquired by the Rights holder, the remaining shares shall be allocated to the other Rights holder who have exercised their Rights greater than their Rights as contained in the Register of Rights Holder, proportionally pursuant to the Rights that are already exercised.

In the event that after the allocation there are still any remaining shares, pursuant to the Notarised Standby Buyer Agreement for the Limited Public Offering III of PT Bakrie Sumatera Plantations Tbk in the Deed No. 74 dated 8 December 2009, drawn up before Aulia Taufani, S.H, as substitute for Sutjipto, S.H., Notary in Jakarta, it is agreed that the remaining shares not taken by the shareholders entirely will be taken by PT Danatama Makmur at the same price as the price of Limited Public Offering III of the Company, which is Rp 525 (five hundred and twenty five Rupiah) per share.

Considering that the shares offered are 9,469,992,337 (nine billion four hundred sixty nine million and nine hundred ninety two thousand three hundred thirty seven) shares, if the existing shareholders did not exercise their rights, their ownership in the company would be diluted by maximum of 71.43% (seventy one point forty three percent) after the exercise of the Rights and maximum 72.73% (seventy two point seventy three percent) after exercise of Warrant Serial II

The Company plans to issue or list new shares or other securities that can be converted to shares other than that offered in this LPO III for period of 12 (twelve) months as of the effective date of this LPO III.

Shares issued in this LPO III have the same and equal right with other Company’s Issued and paid shares.

II. PLAN OF ALLOCATION OF PROCEEDS OF LPO III

The proceeds raised from this LPO II after deduction of the emission cost will be allocated with breakdown as follows:

a. 45.2% or about Rp 2,200 billion will be allocated as follows: i. 22.6% or about US$ 110 million or equal to about Rp 1,100 billion will be allocated to acquire 100% of shares in DAP (having ownership of 99.6% of shares in SMAP), 0.4% of shares in SMAP, 100% of shares in SIP, 100% of shares in FSC, 100% of shares in DAIP, and 100% of shares in DSIP; ii. 11.5% or about Rp 560 billion will be allocated to increase the capital in Oleo Group, for then used by Oleo Group as capital expenditure (capex) of Oleo Group; and iii. 11.1% or about Rp 540 billion will be allocated for working capital in Oleo Group

2. About 25.7% or about Rp 1,250 billion will be allocated to develop the Company’s business, especially relating to upstream business such as plantation.

3. About 9.5% or about Rp 460 billion will be allocated as additional working capital of the Company. The proceeds raised from the exercise of Warrant Serial II, if all Warrant Serial II were exercised by the holder, will be used by the Company entirely for additional working capital of the Company and Subsidiary.

Pursuant to the Circular Letter published by Bapepam-LK No. SE-05/BL/2006 dated 29 September 2006 on Disclosure Information Regarding Expenses of Public Offering, total Company’s expenses will be approximately 2.03% of total proceeds raised from this LPO III, consist of: 1. Expense on Financial Advisory Service amounted 1.87%. 2. Expense on Capital Market Supporting Professional amounted to 0.15%, consist of service expenses: a. Accountant 0.06%, b. Legal Advisor 0.05% c. Independent Appraisal 0.02% d. Securities Administrative Bureau 0.002% e. Notary 0.03%.

3. Other expenses (Printing, advertisement, EGMS preparation, etc) amounted to 0.01%.

The proceeds obtained from the LPO II in 2007 have been fully used and reported based on the Company’s letter No. 018/CS-BSP/Bapepam/IV/2008 dated 15 April 2008.

12 The Company will report the usage of the proceeds of this LPO III to the shareholders in the Annual General Meeting of Shareholderss and periodically to Bapepam-LK in accordance with Bapepam Regulation No. X.K.4 Enclosure of Bapepam Chairman Decision No. Kep-81/PM/1996 dated 17 January 1996 which amended with No. Kep-15/PM/1996 dated 17 Januari 1997 amended by No. Kep-15/PM/1997 dated 30 April 1997 and the last amendment was No. Kep-27/PM/2003 dated 17 July 2003 on Reporting of Usage for Public Offering Proceeds.

If the Company intends to change the plan for the usage of the proceeds from this LPO III, then the Company should firstly (i) report it to Bapepam-LK together with the reasons and considerations and (ii) request for the shareholders’ approval in Company’s EGMS.

Realization of allocation of proceeds of LPO II

The company has spent the fund amounting to Rp 1,563.68 billion gained through LPO II in 2008, namely by increasing the investment in AIRPL. This investment is not contained in this LPO II Prospectus, but already approved by EGMS 30 June 2008 and has been reported to the Indonesian capital market authority. Therefore, LPO II fund has been entirely allocated. In complete, the allocation of LPO II fund amounting to Rp 1,563.68 billion is as follows:

2007:

- Acquisition of 100% of GLP’s shares amounting to Rp 1,038.00 billion. - Increase in working capital amounting to Rp 425.63 billion - Bank giro amounting to Rp 100.04 billion

2008 - Acquisition of 34.68% of AIRPL’s shares amounting to Rp 367.78 billion.

III. INFORMATION ON THE ACQUISITION TRANSACTION

1. Reason and Objective of Transaction

The existence of palm oil as one of vegetation oil sources has been accepted well by the domestic and international markets. It is seen from the increase in international palm oil consumption since 1998 to 2008, namely at average of 9.04% per annum. The high increase in demand for palm oil has supported the increase in international palm oil production, from only 17.2 million tons in 1998 to 43.01 million tons in 2008, in which Indonesia was recorded as the greatest palm oil producer in the world with total production of 19.5 million tons in 2008, followed by Malaysia by 17.7 million tons. In period of 2008-2009, Indonesia is predicted still become the greatest palm oil producer in the world at total production of about 20.7 million tons.

To anticipate the abundance of such CPO production, the Company seeing the necessity of strategy to make a more integrated production chain (supply chain) from upstream to downstream, namely TBS plantation/production, palm oil processing until become the derivative product that may provide the added value besides providing more stabile profit margin to the Company. The processed produced of CPO generally can be grouped into two namely food and non food products. Food product especially cooking oil and margarine, while non food product especially oleo chemical products namely ester, fat acid, surfactant, glycerin, and their derivatives. The oleo chemical producer industry including agro based chemical industry namely the industry processing raw material that is renewable, is a resources-based industries and having important role in the program to fulfill public’s basic needs such as cosmetic, pharmacy product and other consumption product.

The high demand for oleo chemical based raw material consumer’s goods above and stabile profit margin that can be gained, makes the Company making decision to be involved in this industry. To implement this business plan, the Company has 2 options, first by building by itself all processing facilities, that it will time consuming, starting from searching for the location, permit arrangement, feasibility study, facility construction etc. Besides the first option, there is second option, namely by acquiring the company running in such oleo chemical processing, that will shorten all processes and accelerate the Company in gaining the benefit desired.

In addition, to strengthen the raw material supply for internal purpose, the Company also has plan to acquire several palm oil and rubber plantation companies. Currently, the Company has signed the Head of Agreement (HoA) relating to the acquisition of Oleo Group and Shares Purchase Conditional Agreement for acquisition of JOP, CCI and Monrad, among others by:

- Tiny Tantono, Candide Lim, Sharon Stephanie Pow and Hanif Leoputra, jointly as the owner of 304,000 shares (80%) in DAP - Ferry Tanudjaya as owner of 76,000 shares (20%) in DAP - Tiny Tantono, Candide Lim, Sharon Stephanie Pow and Hanif Leoputra, jointly as the owner of 1 share (0.4%) in SMAP - Dina Eldelina Pow as the owner of 990 shares (99%) in SIP - Harianto as the owner of 10 shares (1%) in SIP - Shahreza Iqbal Salahuddin as the owner of 19,999 shares (99.995%) in FSC - Charry as the owner of 1 share (0.005%) in FSC - Tiny Tantono as the owner of 6,400 shares (80%) in DAIP - Ferry Tanudjaya as owner of 1,600 shares (20%) in DAIP - Tiny Tantono, Candide Lim, Sharon Stephanie Pow and Hanif Leoputra, jointly as owner of 6,400 shares (80%) in DSIP - Mariani as the owner of 1,600 shares (20%) in DSIP - Joni Sarjono as the owner of 6,000 shares (60%) in JOP - Edi Waluyo as the owner of 4,000 shares (40%) in JOP

- PT. Trinunggal Kharisma as the owner of 5,600 shares (80%) in CCI - Fuad Hasan Masyhur as the owner of 1,400 shares (20%) in CCI - PT Monrad Lumban Holbung as the owner of 17,620 shares (88.10%) in Monrad - Pardamean Siahaan MBA as the owner of 1,360 shares (6.8%) in Monrad - R.J. Soehandoyo, S.H., M.Hum as the owner of 420 shares (2.1%) in Monrad - E. Umbing Narang, SE as owner of 400 shares (2%) in Monrad - Parianto as the owner of 120 shares (0.6%) in Monrad - Michael G.H Siahaan as the owner of 80 shares (0.4%) in Monrad

By approval of such acquisition plan, the Company has expectation that it will gain several benefits among others:

- Increase in the Company’s income, by existence of oleo chemical business unit in the Company’s group, it is expected that able to stabilize the commodity price fluctuation effect; - Obtain more stabile business margin, by existence of oleo chemical business unit in the Company’s group; - Development of plantation area through selective acquisition to become one of the greatest plantation companies in Indonesia in the future; - Increase in capacity, production and sale as well as increase in production efficiency in line with attainment of production economic scale.

2. Object, Value and Fair Market Price of Company in Transaction

Hereinbelow summary of Transaction Object and Value:

Transaction Value Fair Price Appraisal Object Report Number Result * 100% of DAP’s shares Rp 240,000,000,000,- APP/084/KJPP-MPR/XII/09, 01 Rp 306,523,986,920,- (including SMAP) December 2009 100% of SIP’s shares Rp 18,000,000,000,- APP/089/KJPP-MPR/XII/09, 01 Rp 22,852,348,155,- December 2009 100% of FSC’s shares Rp 650,000,000,000,- APP/087/KJPP-MPR/XII/09, 01 Rp 817,791,306,525,- December 2009 100% of DAIP’s shares Rp 2,000,000,000,- APP/088/KJPP-MPR/XII/09, 01 Rp 2,359,316,132 December 2009 100% of DSIP’s shares Rp 190,000,000,000,- APP/085/KJPP-MPR/XII/09, 01 Rp 240,373,582,304,- December 2009 JOP’s Company value Rp 250,000,000,000,- APP/090/KJPP-MPR/XII/09, 02 Rp 262,166,177,153,- December 2009 CCI’s Company value Rp 160,000,000,000,- APP/092/KJPP-MPR/XII/09, 01 Rp 162,892,817,261,- December 2009 Monrad’s Company value Rp 550,000,000,000,- APP/091/KJPP-MPR/XII/09, 01 Rp 552,416,466,407,- December 2009 * The appraisal result of fair market price appraisal is made by using the combination of the Discounted Cashflow (DCF) method by re-arranging the financial projection already assumed by the Company and addition of several other external assumptions supporting the assumption used, as well as using comparison method with similar industry, whether through P/E, PBV or EV/EBITDA that then the application is stipulated for the range approaching the appraisal result by using DCF method.

3. Information on Seller

- Tiny Tantono, Candide Lim, Sharon Stephanie Pow and Hanif Leoputra, jointly are beneficiaries of Susanto Lim, as the seller of (i) 304,000 DAP’s shares, (ii) 1 SMAP’s share and (iii) 6,400 DAIP’s shares, that will be represented by Tiny Tantono constitutes the Indonesian National, born in Binjai.

- Ferry Tanudjaya, as seller of 76,000 DAP’s shares and (ii) 1,600 DAIP’s shares constitutes the Indonesian National, born in Jakarta and currently having domicile in Deli Serdang, Dusun II No. 60, Ujung Serdang village, Tanjung Morawa Sub District.

- Dina Eldelina Pow, as the seller of 990 SIP’s shares, constitutes the Indonesian National, born in Binjai and currently having domicile in Medan, Jl. Emas No. 12, Rei Rengas village, Medan Area Sub District - Harianto as the seller of 10 SIP’s shares, constitutes the Indonesian National, born in Binjai and currently having domicile in Medan, Jl. Waringin Baru No. 2D Medan, Sekip village, Medan Petisah Sub District. - Shahreza Iqbal Salahuddin as the seller of 19,999 FSC’s shares, constitutes the Indonesian National, born in Jakarta and currently having domicile in Jakarta, Sekolah Duta V/60, RT 003, RW 014, Pondok Pinang village, Kebayoran Baru Sub District, South Jakarta. - Charry as the seller of 1 FSC’s share, constitutes the Indonesian National, born in Jakarta and currently having domicile in Jakarta, Jl. Salam Raya, RT. 007, RW 006, Sukabumi Utara village, Kebon Jeruk Sub District, West Jakarta - Tiny Tantono as the seller of 6,400 DAIP’s shares, constitutes the Indonesian National, born in Medan and currently having domicile in Medan, Jl. Taman Polonia III No. 59, Sukadamai village, Medan Polonia Sub District - Mariani as the seller of 1,600 DSIP’s shares, constitutes the Indonesian National, born in Binjai and currently having domicile in Deli Serdang, Dusun IV, Inpres, Tandam Hulu II village, Hamparan Perak Sub District - Joni Sarjono as the seller of 6,000 JOP’s shares, constitutes the Indonesian National, born in Semarang and currently having domicile in Jl. Bintaro Melati I J/8, RT013, RW008, Pasanggrahan village, Pasanggrahan Sub District, South Jakarta Municipality. - Edi Waluyo as the seller of 4,000 JOP’s shares, constitutes the Indonesian National, born in Tasikmalaya and currently having domicile in Jl. Iskandarsyah II/62, RT 001, RW 005, Melawai village, Kebayoran Sub District, South Jakarta. - PT. Trinunggal Kharisma as the seller of 5,600 CCI’s shares, constitutes a company established by virtue of the Indonesian law by the Deed No. 149 dated 21 November 1990 drawn up before Drs. H. Saidus Sjahar, S.H., Notary Public in Jakarta and having its domicile in Jakarta. PT. Trinunggal Kharisma validly becomes legal entity on 6 April 1994. - Fuad Hasan Masyhur as the seller of 1,400 CCI’s shares, constitutes the Indonesian National, born in Ujung Pandang and currently having domicile in Taman Bougenville Estate CII/1, RT003, RW 015, Jatibening village, Pondok Gede Sub District, Bekasi. - PT Monrad Lumban Holbung as the seller of 17,620 Monrad’s shares, constitutes a company established in Pekanbaru, by virtue of the Indonesian Law on 28 February 1996, by virtue of the Deed No. 31, dated 27 November 1985, drawn up before Jannus Simorangkir, S.H., Notary Public in Pekanbaru, now PT Monrad Lumban Holbung, having its domicile in Pekanbaru.

The recent composition of Board of Commissioners and Board of Directors of PT Monrad Lumban Holbung is as follows:

Commissioner : Parianto Director : Ir. Pardamean Siahaan, MBA

- Pardamean Siahaan MBA as the seller of 1,360 Monrad’s shares, constitutes the Indonesian National, born in Pekanbaru and currently having domicile at Jl. Rajawali No. 45, RT002, RWVI, Kampung Melayu Village, Sukajadi Sub District, Pekanbaru. - R.J. Soehandoyo, S.H., M.Hum as the seller of 420 Monrad’s shares, constitutes the Indonesian National, born in Tulung Agung, East Java and currently having domicile in Villa Melati Mas Block I 13/12, RT56, RW08, Jelupang Village, Serpong Sub District, Tangerang. - E. Umbing Narang, SE as seller of 400 Monrad’s shares, constitutes the Indonesian National, born in Banjarmasin and currently having domicile in Adhyaksa No. 15, RT027, RW008, Sungai Musi village, Banjarmasin Utara Sub District - Parianto as the seller of 120 Monrad’s shares, constitutes the Indonesian National, born in Sentajo and currently having domicile at Jl. Merak Ujung No. 44, RT 02, RW 015, Tangkerang Selatan Village, Bukit Raya Sub District. Pekanbaru.

- Michael G.H Siahaan as the seller of 80 Monrad’s shares, constitutes the Indonesian National, born in Jogyakarta and currently having domicile at Jl. Pinang Raya No. 18, RT002, RW009, Pondok Labu Village, Cilandak Sub District, South Jakarta Municipality.

4. Summary on Settlement Requirements

Oleo Group:

Based on the Head of Agreement (HoA) between NAM and the seller in Oleo Group, the transaction settlement requirements shall include but not limited to the conditions as follows:

1. has receipt of all approvals required from the company to carry out the transaction, including but not limited to the approval from Bapepam;

2. has receipt of approval from the lenders granting loan to the Oleo Group companies to carry out transaction; and

3. approval from the Company’s shareholders to carry out this transaction in the general meeting of shareholders held with a view to provide such approval.

Signing of CSPA:

According to HoA, the Buyer and the Sellers will sign CSPA within the period of 30 days as of HoA date provided that: (i) the Buyer and Sellers have approved the provisions on CSPA, and (ii) the Seller will provide the evidence acceptable to the Buyer about the capital structure evidence from the companies that previously owned by Susanto Lim and their authorities to sign CSPA to release all shares, including (A) statement on beneficiary drawn up by the notary public ensuring that the Sellers are the owners of such shares, (B) recording of the Sellers in the register of shareholders and special register of shareholders (if any) as the shareholder in the relevant companies and (C) legal opinion from the Sellers’ legal consultant confirming the validity of transfer of right to shares to the new owner in relation to the demise of Susanto Lim and their authorities to sign CSPA.

Governing Law: Singaporean Law Buyer: NAM

CCI: Based on the Shares Purchase Conditional Agreement dated 9 December 2009 between GLP and PT Trinunggal Kharisma and Fuad Hasan Masyhur as the sellers, the transaction settlement requirements shall include but not limited to the following conditions:

(a) upon the closing of agreement and at any time between the agreement date and agreement closing date, all statements and warranties provided upon the signing date hereof remain true and appropriate as well as not misleading;

(b) the seller has fulfilled all obligations that must be conducted by the seller hereunder;

(c) GLP has satisfied with the completeness of document and information provided by CCI and for the settlement of due diligence carried out by GLP to CCI;

(d) all approvals from the third party (including from the government’s agency) for transaction implementation hereunder have been obtained; and

(e) there is no regulation prohibiting, inhibiting or obliging the postponement of sale purchase of shares released hereunder or prohibiting, restricting, inhibiting or obliging the postponement of CCI operational activity after the agreement closing.

17 Governing Law: Indonesian Law Buyer: GLP Seller: PT Trinunggal Kharisma and Fuad Hasan Masyhur

JOP:

Based on the Shares Purchase Conditional Agreement dated 7 December 2009 between GLP and Joni Sarjono and Edi Waluyo as the sellers, the transaction settlement requirements shall include but not limited to the following conditions:

(b) the seller has fulfilled all obligations that must be conducted by the seller hereunder;

(c) GLP has satisfied with the completeness of document and information provided by JOP and for the settlement of due diligence carried out by GLP to JOP;

(d) all approvals from the third party (including from the government’s agency) for transaction implementation hereunder have been obtained; and

(e) there is no regulation prohibiting, inhibiting or obliging the postponement of sale purchase of shares released hereunder or prohibiting, restricting, inhibiting or obliging the postponement of JOP operational activity after the agreement closing.

Governing Law: Indonesian Law Buyer: GLP Seller: Joni Sarjono and Edi Waluyo

Monrad:

Based on the Shares Purchase Conditional Agreement dated 4 December 2009 between GLP and PT Monrad Lumban Holbung, Pardamean Siahaan, MBA, R.J. Soehandoyo, S.H., M.Hum, E. Numbing Narang, Parianto and Michael G.H. Siahaan as the sellers, the transaction settlement requirements shall include but not limited to the following conditions:

(b) the seller has fulfilled all obligations that must be conducted by the seller hereunder;

(c) GLP has satisfied with the completeness of document and information provided by CCI and for the settlement of due diligence carried out by GLP to CCI;

(d) all approvals from the third party (including from the government’s agency) for transaction implementation hereunder have been obtained; and

Governing Law: Indonesian Law Buyer: GLP Seller: PT Monrad Lumban Holbung, Pardamean Siahaan, MBA, R.J. Soehandoyo, S.H., M.Hum, E. Numbing Narang, Parianto and Michael G.H. Siahaan

5. Opinion from Independent Party

a. Legal Consultant

Law Office Hadiputranto, Hadinoto & Partners, Independent Legal Consultant so appointed to provide opinion from the legal aspect, by its letter No. 175845-v3, dated 11 December 2009 (“PDSH”) provides the opinion stating that as integral part, the Acquisition Transaction (as defined in PDSH) is a Material Transaction requiring prior approval from the Company’s GMS as referred to in Regulation No. IX.E.2, since total Acquisition Transaction is about Rp 3,160,000,000,000, which value exceeding 50% of the Company’s equity based on the Company’s Financial Statement already audited by the Public Accountant Office Handoko Tomo.

The Law Office Ali Budiharjo, Nugroho, Reksodiputro, Independent Legal Consultant so appointed to provide opinion from the legal aspect, by its letter No. 1225/BSP-08006/EN-NF- LW, dated 8 December 2009 provides the opinion stating that the shares ownership of the shareholders currently in DAP, DAIP, DSIP, FSC, SMAP and SIP have been in accordance with the provisions in the Articles of Association of each company and prevailing regulation.

b. Independent Appraisal:

Martokoesoemo Prasetyo & Partner as independent appraisal providing fairness opinion on Transaction value, in its letter No. APP/093/KJPP-MPR/XII/09 dated 11 December 2009, provides opinion that based on the analysis consideration to the Transaction Plan, qualitative and quantitative analysis, Transaction value fairness analysis, and relevant factors in providing qualification opinion to the Company’s Transaction plan, then the Transaction plan to make by PT Bakrie Sumatera Plantations Tbk by taking over the ownership of 6 oleochemical companies and 3 plantation companies is qualified.

6. Information on Target Company

Hereinbelow the brief information on Target Company:

6.1 PT Domas Agrointi Prima (“DAP”)

Brief History

DAP was established by virtue of the Deed of Establishment of the Limited Liability Company No. 27 dated 13 July 1999, drawn up before Nurdelia Tutupoly, S.H., Notary in Medan. The Deed of Establishment has been ratified by the Minister of Justice of the Republic of Indonesia with Decree No. C-6855.HT.01-01.Th.2000, dated 21 March 2000 and has been publicized in the State Gazette of the Republic of Indonesia No. 88 dated 3 November 2000, Supplement No. 6635. The Articles of Association has amended several times, lastly by the Deed of Declaration of Meeting Resolution No. 27 dated 26 June 2008 before Belgiana Tanti Yosepha Hutapea, S.H., Notary in Medan and has been approved by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of the Decree No. AHU-86239.AH.01.02 Year 2008 dated 14 November 2008 and has been registered in Company Registration No. AHU-0109772.AH.01.09.Year 2008 dated 14 November 2008.

DAP has domicile in Jakarta and head office in Bangunan Dana Pensiun Bank Mandiri, Jl. Tanjung Karang No. 3-4A Jakarta. DAP plant is located in Kuala Tanjung Village, Asahan, North Sumatera.

Business Activity

DAP’s business activity is in the oleochemical processing sector. Currently, DAP has processing facility at capacity of 36,264 tons/annum for fatty alcohol and 99,000 tons/annum for fatty acid located in Kuala Tanjung.

Currently, DAP has shares subscription in SMAP.

Share Ownership

The composition of DAP’s shareholders is as follows: Shareholderss Nominal Value Rp 1,000,000 per share Shares Amount % Authorized Capital 380,000 380,000,000,000 Issued and Paid-Up Capital: 1. Tiny Tantono* 304,000 304,000,000,000 80,00 2. Ferry Tanudjaya 76,000 76,000,000,000 20,00 Total Issued and Paid-Up Capital 380,000 380,000,000,000 100,00 Shares in Portfolio - - * having shares together with Candice Lim, Sharon Stephanie Pow and Hanif Leoputra as beneficiary of Susanto Lim.

Management and Supervision composition of DAP’s commissioners and directors is as follows:

Commissioner Commissioner : Tiny Tantono

Director President Director : Ferry Tanudjaya Director : Harianto

Summary of Financial

Based on the consolidated financial statement for the years ended on 31 August 2009, 31 December 2008 and 2007 which has been audited by Public Accountant Office DRS. Moch Zainuddin, with a qualified opinion. The summary of DAP’s financial data is as follows.

(in million Rupiah) 31 December Description 31 August 2009 2008 2007 ASSETS Current Assets 21,008 21,371 993,426 Non – Current Assets 3,120,246 3,138,960 2,388,103 Total Assets 3,141,254 3,160,331 3,381,529 Liabilities and Equity Short Term Liabilities 1,195,008 1,056,388 505,288 Long Term Liabilities 2,328,645 2,500,869 2,866,591 Total Liabilities 3,523,653 3,557,257 3,371,879 Equity (382,399) (396,926) (9,650) Total Liabilities and Equity 3,141,254 3,160,331 3,381,529

(in million Rupiah) 31 December Description 31 August 2009 2008 2007 Net Sales 127 278 57,096 Gross Profit (Loss) (4,368) (10,396) (27,825) Operating Profit (Loss) (22,424) (48,724) (60,435) Profit (Loss) before Income Tax 21,169 (580,747) (392,645) Net Profit (Loss) 14,528 (406,577) (292,763)

Information on PT Sawitmas Agro Perkasa (“SMAP”) as DAP’s Subsidiary

Brief History

SMAP was established by virtue of the Deed of Establishment of the Limited Liability Company No. 14 dated 17 June 2002 and amended by the Deed of Amendment No. 8 dated 12 September 2002, both drawn up before Ika Azniga Lokman, S.H., Notary in Medan. The Deed has been ratified by the Minister of Justice and Human Rights of the Republic of Indonesia with Decree No. C-18823.HT.01-01.Th.2002, dated 30 September 2002 and publicized in the State Gazette of the

20 Republic of Indonesia No. 69 dated 29 August 2003, Supplement No. 7641. The latest amendment to SMAP’s Articles of Association is by virtue of the Deed of Affirmation of Meeting Resolution No. 24 dated 25 June 2008, drawn up before Belgiana Tanti Yosepha Hutapea, S.H., Notary in Medan, namely amendment to entire provisions in the Articles of Association for adjustment to model of Articles of Association determined by the Ministry of Law and Human Rights of the Republic of Indonesia, by virtue of the provisions in the Law No. 40 of 2007 regarding Limited Liability Company, the composition of shareholder and composition of management of the company. The Amendment to Articles of Association has been ratified by the Minister of Law and Human Rights by the Decree No. AHU-97538.AH.01.02.Year 2008 dated 18 December 2008 and has been registered in Company Registration No. AHU- 0122946.AH.01.09.Year 2008 dated 18 December 2008.

SMAP has head office in the Company in Bank Mandiri Building, Jl. Tanjung Karang No. 3-4A Jakarta 10230.

Business Activity

SMAP’s business activity is in the oleochemical processing sector. Currently, SMAP has processing facility at capacity of 108,791 tons/annum for fatty alcohol located in Kuala Tanjung.

Share Ownership The composition of SMAP’s shareholders is as follows: Shareholders Nominal Value Rp 1,000,000 per share Shares Amount % Authorized Capital 1.000 10.000.000.000 Issued and Paid-Up Capital: 1. DAP 249 2,490,000,000 99,60 2. Tiny Tantono* 1 10,000,000 0,40 Total Issued and Paid-Up Capital 250 2,500,000,000 100,00 Shares in Portfolio 750 7,500,000,000 * having shares together with Candice Lim, Sharon Stephanie Pow and Hanif Leoputra as beneficiary of Susanto Lim.

Management and Supervision Composition of SMAP’s commissioners and directors is as follows:

Commissioner Commissioner : Tiny Tantono

Director President Director : Ferry Tanudjaya Director : Ir. Harianto

Summary of Financial

(in million Rupiah) Description 31 August 2009 31 December 2008 2007 ASSETS Current Assets 1,731 2,243 3,681 Non – Current Assets 1,033,413 1,034,265 1,005,381 Total Assets 1,035,144 1,036,508 1,009,062 Liabilities And Equity Current Liabilities 112,831 81,519 29,686 Non Current Liabilities 1,032,482 1,061,053 997,133 Total Liabilities 1,145,314 1,142,572 1,026,819 Equity (110,169) (106,064) (17,757) Total Liabilities and Equity 1,035,144 1,036,508 1,009,062

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 Net Sales - - - Gross Profit (Loss) - - - Operating Profit (Loss) (3,161) (11,354) (9,015) Profit (Loss) before Income Tax (5,463) (125,999) (9,022) Net Profit (Loss) (4,106) (88,307) (6,367)

6.2 PT Sarana Industama Perkasa (“SIP”)

Brief History

SIP was established by virtue of the Deed of Establishment of the Limited Liability Company No. 13 dated 17 June 2002, as amended by the Deed No. 16 dated 23 September 2002, both drawn up before Ika Azniga Lokman, S.H., Notary in Medan. SIP’s Articles of Association has ratified by the Minister of Justice and Human Rights of the Republic of Indonesia No. C- 23095.HT.01.01.Th.2002, dated 22 November 2002.

SIP’s Articles of Association has amended several times, recently by the Deed of Affirmation of Meeting Resolution No. 25 dated 26 June 2008, drawn up before Belgiana Tanti Yosepha Hutapea, S.H., Notary in Medan, and has been ratified by the Minister of Law and Human Rights of the Republic of Indonesia No. AHU-55725.AH.01.02.Year 2008 dated 27 August 2008, approving amendment to entire provisions in SIP’s Articles of Association for adjustment to model of Articles of Association determined by the Ministry of Law and Human Rights of the Republic of Indonesia, by virtue of the provisions in the Law No. 40 of 2007 regarding Limited Liability Company.

SIP has domicile at Jl. Access Road Km. 1, Lalang Village, Medang Deras Sub District, Batubara District.

Business Activity

Currently, SIP has land at extent of 30.33 ha located in Kuala Tanjung and Lalang and the processing right of such area.

Share Ownership

The composition of SIP’s shareholders is as follows:

Nominal Value Rp 10,000,000 per share Shareholderss Shares Amount % Authorized Capital 1,000 10,000,000,000 Issued and Paid-Up Capital: 1. Dina Eldelina Pow 990 9,900,000,000 99,00 2. Harianto 10 100,000,000 1,00 Total Issued and Paid-Up Capital 1,000 10,000,000,000 100,00 Shares in Portfolio - -

22 Management and Supervision Composition of SIP’s commissioners and directors is as follows:

Commissioner Commissioner : Dina Eldelina Pow

Director President Director : Harianto Director : Tjong Weng Pie

Summary of Financial

(in million Rupiah) Balance 31 August 31 December 2009 2008 2007 ASSETS Current Assets 30,182 30,669 341,303 Non – Current Assets 647,113 645,064 292,095 Total Assets 677,295 675,733 633,398 Liabilities and Equity Short Term Liabilities 186,730 156,469 508,832 Long Term Liabilities 684,299 705,750 210,417 Total Liabilities 871,029 862,219 719,249 Equity (193,734) (186,487) (85,851) Total Liabilities and Equity 677,295 675,733 633,398

(in million Rupiah) Balance 31 August 31 December 2009 2008 2007 Net Sales - - - Gross Profit (Loss) - - - Operating Profit (Loss) (2,338) (4,386) (14,220) Profit (Loss) before Income Tax (10,351) (143,466) (101,652) Net Profit (Loss) (7,248) (100,424) (71,153)

6.3 PT Flora Sawita Chemindo (“FSC”)

Brief History

FSC was established by virtue of the Deed of Establishment of the Limited Liability Company No. 30 dated 11 August 1995, drawn up before Chairani Bustami, S.H., Notary in Medan and already obtaining ratification from the Minister of Justice of the Republic of Indonesia with Decree No. C2- 15716.HT.01.01.Th.95, dated 1 December 1995 and has been registered in Register of District Court of Medan under No. 226/PT/PEND/1996 dated 27 March 1996, as well as already publicized in the State Gazette of the Republic of Indonesia No. 39 dated 14 May 1996, Supplement No. 4512. FSC’s Articles of Association has amended several times, lastly by the Deed of Minutes of General Meeting of Shareholderss No. 44 dated 25 June 2008 drawn up before Mrs. Erly Soehandjojo, S.H., Notary in Jakarta and has obtained ratification from the Minister of Law and Human Rights of the Republic of Indonesia with the Decree No. AHU- 50984.AH.01.02 Year 2008 dated 13 August 2008 and registered in the Company Registration under No. AHU-0070799.AH.01.09.Year 2008 dated 13 August 2008.

FSC has domicile in the Industrial Area of PT. Sarana Tamora Perma, Jl. Raya Medan Lubuk Pakam Km. 20, Tanjung Morawa, Deli Serdang, North Sumatera.

23 Business Activity

FSC’s business activity is in the oleochemical processing sector. Currently, FSC has processing facility at capacity of 49,500 tons/annum for fatty acid located in Tanjung Morawa (FSC-1) and 82,500 tons/annum for fatty acid located in Kuala Tanjung (ACID-2).

Share Ownership

The composition of FSC’ shareholders is as follows:

Shareholderss Nominal Value Rp 1,000,000 per share Shares Amount % Authorized Capital 60,000 60,000,000,000 Issued and Paid-Up Capital: 1. Shahreza Iqbal Salahuddin 19,999 19,999,000,000 99,995 2. Charry 1 1,000,000 0,005 Total Issued and Paid-Up Capital 20,000 20,000,000,000 100,00 Shares in Portfolio 40,000 40,000,000,000

Management and Supervision Composition of FSC’s commissioners and directors is as follows:

Commissioner Commissioner : Charry

Director Director : Shahreza Iqbal Salahuddin

(in million Rupiah) Balance 31 August 31 December 2009 2008 2007 ASSETS Current Assets 8,891 10,730 13,341 Non – Current Assets 479,850 491,106 501,320 Total Assets 488,741 501,836 514,661 Liabilities and Equity Short Term Liabilities 605,779 519,813 226,405 Long Term Liabilities 580,602 714,915 785,472 Total Liabilities 1,186,381 1,234,728 1,011,877 Equity (697,640) (732,892) (497,216) Total Liabilities and Equity 488,741 501,836 514,661

(in million Rupiah) Balance 31 August 31 December 2009 2008 2007 Net Sales - 792 62,259 Gross Profit (Loss) - (21,480) (30,401) Operating Profit (Loss) (16,742) (29,799) (41,635) Profit (Loss) before Income Tax 34,369 (240,732) (139,326) Net Profit (Loss) 35,252 (235,676) (137,692)

6.4 PT Domas Agrointi Perkasa (“DAIP”)

Brief History DAIP was established by virtue of the Deed of Establishment of the Limited Liability Company No. 33 dated 23 July 1999 as amended by the Deed No. 33 dated 12 April 2002, drawn up before Nurdelia Tutupoly, S.H., Notary in Medan. The Deed of Establishment has been ratified by the Minister of Justice and Human Rights of the Republic of Indonesia in the Decree No. C-14135.HT.01- 01.Th.2002, dated 30 July 2002 and has been publicized in the State Gazette of the Republic of Indonesia No. 58 dated 21 July 2006, Supplement No. 7932. DAIP’s Articles of Association has amended several times, lastly by virtue of the Deed of Affirmation of Resolution of General Meeting of Shareholderss No. 28 dated 26 June 2008 drawn up before Belgiana Tanti Yosepha Hutapea, S.H., Notary in Medan. This amendment has been ratified by the Minister of Justice of the Republic of Indonesia No. AHU-93368.AH.01.02 Year 2008 dated 04 December 2008.

DAIP has domicile in Bank Mandiri Building, Vth Floor, Jl. Tanjung Karang No. 3-4A, Kebon Melati Village, Tanah Abang Sub District, Central Jakarta.

Business Activity Currently, DAIP is oleo producer and having processing facility at capacity of 49,500 tons/annum located in Kuala Tanjung.

Share Ownership The composition of DAIP’s shareholders is as follows: Nominal Value Rp 1,000,000 per share Shareholderss Shares Amount (Rp) % Authorized Capital 8,000 8,000,000,000 Issued and Paid-Up Capital: 1. Tiny Tantono 6,400 6,400,000,000 80,00 2. Ferry Tanudjaya 1,600 1,600,000,000 20,00 Total Issued and Paid-Up Capital 8,000 8,000,000,000 100,00 Shares in Portfolio - -

Management and Supervision Composition of DAIP’s commissioners and directors is as follows:

Commissioner Commissioner : Susanto

Director Director : Mariani

Summary of Financial Based on the consolidated financial statement for the years ended on 31 August 2009, 31 December 2008 and 2007 which has been audited by Public Accountant Office DRS. Moch Zainuddin, with a qualified opinion. The summary of DAIP’s financial data is as follows. (in million Rupiah) 31 August 31 December Balance 2009 2008 2007 ASSETS Current Assets 2,372 2,421 2,253 Non – Current Assets 276,078 267,712 257,387 Total Assets 278,450 270,133 259,640 Liabilities And Equity Short Term Liabilities 232,052 204,398 127,897 Long Term Liabilities 128,733 128,316 169,787 Total Liabilities 360,785 332,714 297,684 Equity (82,335) (62,581) (38,044) Total Liabilities and Equity 278,450 270,133 259,640

(in million Rupiah) 31 August 31 December Balance 2009 2008 2007 Net Sales - - - Gross Profit (Loss) - - - Operating Profit (Loss) (188) (596) (1,707) Profit (Loss) before Income Tax (28,220) (35,043) (24,944) Net Profit (Loss) (19,754) (24,537) (24,319)

6.5 PT Domas Sawitinti Perdana (“DSIP”)

Brief History DSIP was established by virtue of the Deed of Establishment of the Limited Liability Company No. 34 dated 24 July 1999, drawn up before Nurdelia Tutupoly, S.H., Notary in Medan. The Deed of Establishment has been ratified by the Minister of Justice and Human Rights of the Republic of Indonesia with Decree No. C-13.722.HT.01.01.Th.2001, dated 22 October 2001 and has been registered in Municipal Company Registration Office Palembang under No. 07/BH.06.06/I/2002 dated 28 January 2002 as well as has been publicized in the State Gazette of the Republic of Indonesia No. 53 dated 2 July 2002, Supplement No. 6477. The Articles of Association has amended several times, lastly by the Deed of Affirmation of Resolution of General Meeting of Shareholderss No. 32 dated 27 June 2008 drawn up before Notary Belgiana Tanti Yosepha Hutapea, S.H., Notary in Medan and has been ratified by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of the Decree No. AHU-53844.AH.01.02 Year 2008 dated 21 August 2008 and registered in the Company Register under No. AHU-0074126.AH.01.09.Year 2008 dated 21 August 2008 by amending entire provisions in the Company’s Articles of Association for adjustment to the Model of Articles of Association determined by the Ministry of Law and Human Rights of the Republic of Indonesia based on the provisions in the Law No. 40 of 2007 regarding Limited Liability Company.

Initially, DSIP has domicile in Palembang and currently, has domicile in Jakarta. The Company’s plant is located at Kawasan Berikat Kuala Tanjung in the industrial area managed by PT. Sarana Industama Perkasa. The Manufacturer is still in renovation phase and the operation is planned in mid of 2007. The head office is at Bank Mandiri Building, 5th Floor, Jl. Tanjung Karang No. 3-4A, Kebon Melati Village, Tanah Abang Sub District, Central Jakarta 10230. Until 31 August 2009, DSIP is still in development phase.

Business Activity

DAP’s business activity is in the oleochemical processing sector. Currently, DSIP has processing facility at capacity of 165,000 tons/annum located in Kuala Tanjung.

Share Ownership The composition of DSIP’s shareholders is as follows:

Nominal Value Rp 1,000,000 per share Shareholderss Shares Amount (Rp) % Authorized Capital 8,000 8,000,000,000 Issued and Paid-Up Capital: • Tiny Tantono* 6,400 6,400,000,000 80,00 • Mariani 1,600 1,600,000,000 20,00 Total Issued and Paid-Up Capital 8,000 8,000,000,000 100,00 Shares in Portfolio - - * having shares jointly with Candice Lim, Sharon Stephanie Pow and Hanif Leoputra as beneficiary of Susanto Lim.

26 Management and Supervision Composition of DSIP’s commissioners and directors is as follows:

Commissioner Commissioner : Mariani

Director President Director : Tiny Tantono Director : Tjong Tjiang Sofjan

(in million Rupiah) 31 August 31 December Balance 2009 2008 2007 ASSETS Current Assets 2,134 2,130 2,289 Non – Current Assets 138,492 135,062 130,537 Total Assets 140,626 137,192 132,826 Liabilities And Equity Short Term Liabilities 95,655 84,200 49,698 Long Term Liabilities 80,007 79,938 99,359 Total Liabilities 175,662 164,138 149,056 Equity (35,036) (26,946) (16,230) Total Liabilities and Equity 140,626 137,192 132,826

(in million Rupiah) 31 August 31 December Balance 2009 2008 2007 Net Sales -- - Gross Profit (Loss) -- - Operating Profit (Loss) (110) (591) 1,327 Profit (Loss) before Income Tax (11,558) (15,308) 10,925 Net Profit (Loss) (8,090) (10,715) 11,774

6.6 PT Julang Oca Permana (“JOP”)

Brief History JOP was established by virtue of the Deed No. 01 dated 1 September 2004, drawn up before Yurisa Martanti, S.H., Notary in Jakarta and already obtaining ratification from the Minister of Law and Human Rights of the Republic of Indonesia with Decree No. C-29123.HT.01-01.Th.2004, dated 2 December 2004. JOP’s Articles of Association has amended several times, lastly by the Deed No. 45 dated 13 April 2009 drawn up before Aulia Taufani, S.H., substitute for Notary Sutjipto, S.H., Notary in Jakarta and has been approved by the Minister of Law and Human Rights of the Republic of Indonesia with the Decree No. AHU-31215.AH.01.02 Year 2009 dated 7 July 2009. Registered in Company Registration, under registration number AHU- 0040677.AH.01.09.Year 2009 dated 7 July 2009.

JOP has domicile in Mega Plaza Building, 12th Floor, Jl. HR. Rasuna Said Kav. C-3, Karet Village, Setiabudi Sub District, South Jakarta.

Business Activity JOP’s business activity is in the rubber plantation sector. Currently, JOP has 3,525.7 Ha of land located in Bukit Harapan Village, Ketahun Sub District, Bengkulu Utara, based on the Business Rights on Land Certificate No. 48 and No. 49. Besides the right to land based on the Business Rights on Land Certificate No. 48 and No. 49, JOP has also obtained the site permit in the

27 interest of construction of rubber plantation in Muara Santan Village, Napal Putih Sub District, Bengkulu Utara District at extent of 3,000 Ha, by virtue of the Decision of Bengkulu Utara District Head No. 11, dated March 25, 2009, valid for period of 36 months. JOP also has shares subscription in IKP

Share Ownership The composition of JOP’s shareholders is as follows: Nominal Value Rp 1,000,000 per share Shareholderss Shares Amount (Rp) % Authorized Capital 20,000 10,000,000,000 Issued and Paid-Up Capital: 1. Joni Sarjono, SE 6,000 3,000,000,000 60.0 2. Edi Waluyo, S.Kom, MM 4,000 2,000,000,000 40.0 Total Issued and Paid-Up Capital 10,000 5,000,000,000 100.0 Shares in Portfolio 10,000 5,000,000,000

Management and Supervision Composition of JOP’s commissioners and directors is as follows:

Commissioner Commissioner : Edi Waluyo

Director Director : Joni Sarjono

(in million Rupiah) 31 August 31 December Balance 2009 2008 2007 ASSETS Current Assets 20,883 10,814 2,788 Non – Current Assets 63,538 59,128 29,665 Total Assets 84,421 69,942 32,454 Liabilities And Equity Current Liabilities 42,952 477 271 Non Current Liabilities 34,440 62,298 27,105 Total Liabilities 77,392 62,775 27,376 Equity 5,378 5,516 5,077 Total Liabilities and Equity 84,421 69,942 32,454

(in million Rupiah) 31 August 31 December Balance 2009 2008 2007 Net Sales 3,380 4,638 2,081 Gross Profit (Loss) 529 661 47 Operating Profit (Loss) (31) 661 47 Profit (Loss) before Income Tax (138) 650 88 Net Profit (Loss) (138) 438 77

28 Information on PT Inti Kemitraan Perdana (“IKP” as JOP’s Subsidiary

Brief History

IKP was established by virtue of the Deed No. 10 dated 11 July 2005, drawn up before Rosida Rajagukguk Siregar, S.H., M.Kn, Notary in Tangerang and already obtaining ratification from the Minister of Law and Human Rights of the Republic of Indonesia with Decree No. C- 25007.HT.01.01.Th.2005, dated 9 September 2005. IKP’s Articles of Association has amended several times, lastly by the Deed No. 11 dated March 25, 2008 drawn up before Muchlis Patahna, S.H., Notary in Jakarta and has been approved by the Minister of Law and Human Rights of the Republic of Indonesia with Decree No. AHU-20133.AH.01.02 Year 2008 dated 22 April 2008. IKP has domicile at Oktroi Plaza Building, Jl. Kemang Raya No. 1, Bangka, Mampang Prapatan, South Jakarta.

Business Activity

IKP runs business in trading, construction, service, agriculture, industry, printing and transportation sectors. Currently, IKP does not yet operate commercially. But, IKP has obtained site permit for construction of rubber plantation in Nibung Sub District, Rawas Ulu Sub District, Rawas Ilir Sub District and Rupit Sub District Musi Rawas District at extent of ± 19,000 Ha issued by the District Head Musi Rawas by virtue of the Decision No. 312 of 2007, dated 28 March 2007, valid through 28 March 2010.

Share Ownership The composition of IKP’s shareholders is as follows: Nominal Value Rp 1,000,000 per share Shareholderss Shares Amount (Rp) % Authorized Capital 400,000 40,000,000,000 Issued and Paid-Up Capital: 1. JOP 93,500 9,350,000,000 85.0 2. PT Arcata Mitra Utama 5,500 550,000,000 5.0 3. PT Zetatama Prima 5,500 550,000,000 5.0 4. Tn. Ignace Ion Worang 5,500 550,000,000 5.0 Total Issued and Paid-Up Capital 110,000 11,000,000,000 100.0 Shares in Portfolio 290,000 29,000,000,000

Management and Supervision Composition of IKP’s commissioners and directors is as follows:

Commissioner Commissioner : Darwin Daud

Director President Director : Dedy Pranoto Director : Gatot Samsubagyo

Summary of Financial The financial statement of IKP has consolidated to JOP’s Financial Statement.

6.7 PT Citalaras Cipta Indonesia (“CCI”)

Brief History

CCI was established by the Deed No. 41 dated 16 July 1984, by Darsono Purnomosidi, S.H., Notary in Jakarta. CCI’s Articles of Association has been approved by the Minister of Justice of the Republic of Indonesia with Decree No. C2-2567.HT.01.01.Th.85, dated 4 May 1985. By virtue of the Decree of the Minister of Agrarian Affairs/Head of National Land Board No.

29 158/HGU/PBN/97 dated 13 December 1997, the company obtained HGU for the land controlled directly by the state at extent of 2,500 Ha located in Pancung Soal Sub District, Pesisir Selatan District, West Sumatera Province.

Currently, CCI’s operational office is located at Jl. Raya Tapan Bengkulu, Talang Bungo Nagari Tapan, Basa Ampek Balai Sub District, Pesisir Selatan District, Padang West Sumatera. CCI’s head office is located in South Jakarta.

Business Activity

CCI has business activity in palm oil plantation sector. Currently, CCI has area at extent of 2,500 Ha located in Indrapura Village, Pancung Soal Sub District, Pesisir Selatan District, West Sumatera, by virtue of the Building Rights on Land Certificate No. 001. By virtue of the Deed No. 21 dated 4 December 2009, drawn up before Daniel Parganda Marpaung, S.H., M.H., Notary in Jakarta, CCI’s shareholders have approved to assign the land with HGU certificate No. 001 to PT Trinunggal Kharisma. But hitherto, there is not yet realization to the land assets assignment plan.

Share Ownership The composition of CCI’s shareholders is as follows: Nominal Value Rp 1,000,000 per share Shareholderss Shares Amount (Rp) % Authorized Capital 20,000 20,000,000,000 Issued and Paid-Up Capital: 1. PT Trinunggal Kharisma 5,600 5,600,000,000 80.0 2. Fuad Hasan Masyhur 1,400 1,400,000,000 20.0 Total Issued and Paid-Up Capital 7,000 7,000,000,000 100.0 Shares in Portfolio 13,000 13,000,000,000

Management and Supervision Composition of CCI’s commissioners and directors is as follows:

Commissioner President Commissioner : Anisa Gaby Fuad Commissioner : Fuad Hasan Masyhur Commissioner : Muhammad Rocky Masyhur

Director President Director : Muhammad Arief Pahlevi Pangerang Summary of Financial Based on the consolidated financial statement for the years ended on 31 August 2009, 31 December 2008 and 2007 which has been audited by Public Accountant Office Drs. Imam Syafei & Partners, with a qualified opinion. The summary of CCI’s financial data is as follows.

(in million Rupiah) 31 August 31 December Balance 2009 2008 2007 ASSETS Current Assets 1,239 1,044 1,192 Non – Current Assets 142,437 141,350 137,863 Total Assets 143,676 142,394 139,055 Liabilities And Equity Current Liabilities 38,777 38,715 38,706 Non Current Liabilities 111,372 108,461 102,928 Total Liabilities 150,149 147,176 141,634 Equity (6,473) (4,782) (2,579) Total Liabilities and Equity 143,676 142,394 139,055

(in million Rupiah)

30 31 August 31 December Balance 2009 2008 2007 Net Sales 502 567 307 Gross Profit (Loss) (1,643) (2,150) (2,077) Operating Profit (Loss) (1,691) (2,207) (2,077) Profit (Loss) before Income Tax (1,691) (2,203) (2,077) Net Profit (Loss) (1,691) (2,203) (2,077)

6.8 PT Monrad Intan Barakat (“Monrad”)

Brief History Monrad was established by virtue of the Deed of Establishment No. 02 dated 1 October 2003, drawn up before Notary Neddy Firmanto, S.H., Notary in Banjar District and already obtaining ratification from the Minister of Law and Human Rights of the Republic of Indonesia with Decree No. C-29947.HT.01.01.Th.2004, dated 13 December 2004. Monrad’s Articles of Association has amended several times, lastly by the Deed No. 8 dated 8 December 2007 drawn up before Notary Neni Sanitra, S.H., Notary in Pekanbaru, in relation to the change of composition of shareholders, increase in subscribed and paid up capital from Rp 10 billion to Rp 20 billion and adjustment of entire Company’s Articles of Association to the Law No. 40 of 2007 regarding “Limited Liability Company”. The Company has approved by the Minister of Law and Human Rights of the Republic of Indonesia with the Decree No. AHU-19880.AH.01.02 Year 2008 dated 21 April 2008, and registered in Company Registration with the Ministry of Law and Human Rights, under the registration number AHU-0029203.AH.01.09.Year 2008 dated 21 April 2008. This Deed also has notified to the Minister of Law and Human Rights based on the Receipt of Notification No. AHU- AH.01.10-14859, dated 12 June 2008, and registered in the Company Registration with the Ministry of Law and Human Rights, under registration number No. AHU-0047292.AH.01.09.Year 2008, dated 12 June 2008.

Monrad, currently has domicile at Limamar Village, Astambul Sub District, Banjar District, South Kalimantan.

Business Activity Monrad’s business activity is run in palm oil plantation sector. Currently, Monrad has total palm oil land area at extent of 7,958 ha consisting of planted land area at extent of 7,171 Ha, land area not yet planted at extent of 787 Ha, located in Simpang Empat Sub District (formerly Mataram), Astambul and Martapura Sub District, Banjar District, South Kalimantan, each based on the Business Rights on Land Certificate No. 00002 and No. 00003. Besides the right to land based on the Business Rights on Land Certificate No. 00002 and No. 00003, Monrad tengah submitting the application for HGU certificate to the land at extent of 2000 Ha based on the Document of Resume of Application for HGU. In the future, Monrad is planned to complete its plantation with the palm oil processing facility at processing capacity of 45 tons/annum.

Share Ownership The composition of Monrad’s shareholders is as follows:

Nominal Value Rp 1,000,000 per share Shareholderss Shares Amount (Rp) % Authorized Capital 20.000 20.000.000.000 Issued and Paid-Up Capital: 1. PT Monrad Lumban Holbung 17,620 17,620,000,000 88.10 2. Ir. Pardamean Siahaan MBA 1,360 1,360,000,000 6.80 3. R.J Soehandoyo, S.H., M.Hum 420 420,000,000 2.10 4. E. Umbing Narang, SE 400 400,000,000 2.00 5. Parianto 120 120,000,000 0.60 6. Michael G.H. Siahaan 80 80,000,000 0.40 Total Issued and Paid-Up Capital 20,000 20,000,000,000 100.00 Shares in Portfolio - -

31 Management and Supervision Composition of Monrad’s commissioners and directors is as follows:

Commissioner President Commissioner : R.J. Soehandoyo, S.H., M. Hum Commissioner : E. Umbing Narang, SE. Commissioner : Michael G.H. Siahaan

Director President Director : Ir. Pandamean Siahaan MBA Director : Parianto

(in million Rupiah) 31 August 31 December Balance 2009 2008 2007 Assets Current Assets 1,093 1,772 7,233 Non – Current Assets 268,742 251,531 186, 362 Total Assets 272,115 253,303 193,595 Liabilities And Equity Current Liabilities 2,318 806 1,909 Non Current Liabilities 255,754 237,567 173,689 Total Liabilities 258,072 238,373 175,598 Equity 14,043 14,930 17,997 Total Liabilities and Equity 272,115 253,303 193,595

(in million Rupiah) 31 August 31 December Balance 2009 2008 2007 Net Sales - - - Gross Profit (Loss) - - - Operating Profit (Loss) (1,104) (3,884) (2,842) Profit (Loss) before Income Tax (1,104) (3,885) (2,755) Net Profit (Loss) (5,957) (3,067) (2,003)

7. Transaction Characteristic

Based on the Company’s financial statement for period ended as per 31 August 2009, the Company’s equity is recorded amounting to Rp 2,594 billion. At the acquisition transaction value of Oleo Group amounting to Rp 1,100 billion and JOP, CCI as well as Monrad amounting to Rp 960 billion thereby entire value of acquisition are Rp 2,060 billion or has exceeding 50% of the Company’s equity, therefore such Transaction can be categorized as Material Transaction requiring approval of EGMS and shall fulfill all requirements as referred to in Regulation of Bapepam & LK No. IX.E.2 regarding Material Transaction and Change of Main Business Activity (Regulation No. IX.E.2)

32 8. Structure of Company Before and After Transaction Company’s Structure Before Transaction

Remarks: * = Association company of which the financial statement is not consolidated to the Company’s and Subsidiary’s Consolidated Financial Statement Company’s Structure After Transaction

Remarks: * = Association company of which the financial statement is not consolidated to the Company’s and Subsidiary’s Consolidated Financial Statement

33 9. Financial Impact of Transaction The proforma of summary of consolidated financial Statements is prepared based on the Company’s and Subsidiary’s historical consolidated interim financial statement on 31 August 2009 and for period of eight months ended on such date that has been audited by Public Accountant Office Handoko TOmo, then adjusted to proforma main assumptions used by the management for preparation of proforma summary consolidated financial statement. Hereinbelow Proforma of Summary of Data on Company’s Important Financial Data before and after transaction. Proforma of Financial Statement for period ended as per 31 August 2009 is as follows: (in million Rupiah) 31 August 2009 31 August 2009 Description Audit Proforma ASSETS Current Assets Cash and Cash Equivalent 149,182 2,961,141 Account Receivables Related parties – net - 60 Third party – net 160,078 163,683 Other Receivables Related parties – net 123,909 123,909 Third party – net 4,392 35,463 Inventory – net 111,017 137,017 Prepaid tax 8,707 22,862 Prepaid cost 4,769 12,503 Other current assets 204,739 204,739 Total Current Assets 766,792 3,661,337

Non Current Assets Related parties – net 182,150 182,793 Plasma receivables 70,345 70,345 Deferred tax assets – net 21,593 464,662 Investment in associated company - net 616,318 616,418 Plantation vegetation Mature plants – net 998,161 1,103,654 Immature plants 504,708 1,176,011 Fixed assets – net 685,367 6,071,291 Goodwill – net 467,373 692,214 Fund in restriction 47,404 47,404 Project in development 643,662 643,662 Deferred charge of right to land – net 29,879 118,177 Other non-current assets 14,056 154,564 Total Non Current Assets 4,281,017 11,341,195

Total Assets 5,047,809 15,002,572

LIABILITIES AND EQUITY Current Liabilities Short term bank debt 150,900 221,192 Account payable Third party – net 148,187 335,119 Related parties – net 174,742 174,742 Other debt Third party – net 11,341 21,221 Related parties – net 4,582 4,582 Contractor’s debt - 79,379 Outstanding charge 121,740 884,579 Tax debt 99,222 240,423 Dividend debt 1,553 1,553 Sale advance payment 139,060 139,060 Current part debt of fixed assets purchase - 12,777 Long term debt due within 1 year Long term loan 1,621 1,621 Lease debt 47 67 Bank debt - 1,228,233 Total Current Liabilities 852,995 3,344,548

34 31 August 2009 31 August 2009 Description Audit Proforma NON CURRENT LIABILITIES Deferred tax liabilities – net 22,601 353,801 Employees benefits liabilities 22,205 26,359 Fixed assets purchase debt - 15,429 Debt of parties with special relation - 50 Third party’s debt - 867,805 Time Debt – net Bond debt 1,553,928 1,553,928 Lease debt 395 395 Bank debt - 1,374,571 Total non Current Liabilities 1,599,129 4,192,339 Toral Liabilities 2,542,125 7,536,887

Minority Right 1,303 1,303

EQUITY Issued and paid up capital 378,800 1,325,799 Additional paid up capital 1,572,236 5,495,236 Difference of controlling entity restructurization (22,029) (22,029) transaction value Re-gained distributed shares (1,996) (1,996) Difference of exchange rate due to elaboration of (17,814) (17,814) financial statement Profit balance Early period 509,036 509,036 Current period 176,149 176,149 Equity – net 2,594381 7,464,381

Total Liabilities and Equity 5,047,809 15,002,572

Net Sale 1,486,243 1,490,251 Cost of goods sold 1.054.686 1.064.176 Gross profit 431.557 426.075

Operating Charge Sale 19.122 19.218 General and Administration 96,044 138,255 Total operating charge 115,165 157,473

Operating Profit 316,391 268,602

Other income (charge) Profit (loss) of exchange rate difference – net 84,750 396,112 Net profit portion of associated company 16,219 16,219 Interest income 3,442 3,455 Interest and financial charge (146,283) (376,436) Loss of writing off of plantation vegetation (2,113) (2,113) Others – net (4,120) (40,540) Other charges – net (48,105) (3,303)

Profit before tax benefit (charge) 268,267 265,299

Tax benefit (charge) Current (73,149) (73,149) Deferred (18,685) (7,546) Net (91,834) (80,695)

Profit (loss) before minority right to net loss (profit) of subsidiary 176,452 184,604 Minority right to net loss (profit) of subsidiary (303) (303) Profit (loss) before pre-acquisition income 176,149 184,301 Pre-acquisition income - (8,152)

Net profit 176,149 176,149

10. The Company’s EGMS

According to the Company’s Articles of Association, Regulation of Bapepam & LK No. IX.E.2, the Company’s EGMS Announcement has been published in 2 (two) daily newspapers in Bahasa Indonesia, on 15 December 2009 namely Bisnis Indonesia and Waspada – Medan, North Sumatera.

The Company’s EGMS Invitation has been published in 2 (two) Indonesian daily newspapers, on 30 December 2009 namely Bisnis Indonesia and Waspada – Medan, North Sumatera.

The Company’s EGMS will be held on Monday, 18 January 2010 at 10.00 WIB, Diamond Room 1 and 2, Lobby Level at Hotel Nikko, Jl. M.H. Thamrin No. 59, Jakarta 10350, Indonesia to obtain approval on the following matters:

1. Approval on Company’s plan to increase its share capital through Rights Issue III (Rights III) by issuing the Company’s shares in portfolio, along with Warrant Serial II which is a unseparable part of the issued shares and offered for free as an incentive for shareholders exercising its rigt, as well as approval on amendment to Article 4 of the Company’s Articles of Association relating to the increase in the Company’s subscribed and paid up capital as mentioned aove; and

2. Approval on Company to exercise the Material Transaction in relation to the Company’s plan (through the Company’s subsidiary) to acquire the shares from many companies running in palm oil and rubber as well as oleochemical plantation and processing.

Shareholderss who have the right to attend Company’s EGMS are shareholders whose name is registered in Company’s DPS on 29 December 2009, at 16.00 WIB.

Shareholderss who are unable to attend EGMS, may be represented by any authorized representative by giving legitimate Power of Attorney Letter duly signed and shall be submitted to Company’s Corporate Secretary, Wisma Bakrie 2, 15th Floor, Jl. H.R. Rasuna Said Kav. B-2, Jakarta 12920, not later than 3 (three) days before EGMS date.

Requirements on EGMS are as follow:

1. In relation with Rights Issue III plan, according to Company’s Articles of Association, EGMS should be attended by shareholders validly representing more than 1/2 part of shares with legitimate vote. The transaction could be implemented if approved by the Company’s shareholders representing more than 1/2 part of total legitimate vote in EGMS.

2. In relation with the Company’s plan (through the Company’s subsidiaries) to make acquisition, EGMS should be attended by shareholders validly representing more than 1/2 part of shares with legitimate vote. The Transaction could be implemented if approved by the Company’s shareholders representing more than 1/2 part of total legitimate vote in EGMS.

3. In case of failure to attain the Shareholderss’ quorum in the first EGMS, the conditional second EGMS should be attended by the Shareholderss representing at least 1/3 part of shares owned by the Shareholderss and the resolution shall be approved by the Shareholderss representing at least 1/3 shares owned by the Shareholderss present.

As information, the important dates that should be worth noted in its relation to the holding of the Company’s EGMS is as contained in the schedule table as follows.

Description Date EGMS Announcement through newspaper 15 December 2009 Registration Date of Shareholderss 29 December 2000 EGMS Invitation through newspaper 30 December 2009 EGMS 18 January 2010

36 11. Statement from Commissioners and Directors Commissioners and Directors of the Company are fully responsible for the correctness of the information contained in this Prospectus and confirm subsequent to sufficient verification and according to their best knowledge, all facts and opinions presented in this Prospectus are correct and there are no other important facts which have been omitted which would make the information become misleading.

12. Recommendation of Company’s Commissioners and Directors Company’s Directors ensures that this Transaction is the best selection for the Company. The Company’s Commissioners also provides recommendation to the Independent Shareholderss to approve such Transaction. In providing such recommendation to the shareholders, the Directors and Commissioners has studied the report on opinion of the Company’s independent party, benefit of this Transaction as well as Proforma Financial Statement, thereby ensures that this Transaction is the best selection for the Company and shareholders.

13. Party that can be contacted by the Shareholderss to Obtain Information on This Transaction The shareholders requiring further information on this Transaction may contact the Company’s Corporate Secretary at every business hour with address:

Corporate Secretary PT Bakrie Sumatera Plantations Tbk. Wisma Bakrie 2, 15th Floor Jl. H.R. Rasuna Said Kav. B-2 Jakarta 12920, Indonesia Telephone : (62-21) 252 1286 - 88 Fax : (62-21) 252 1252

IV. STATEMENT OF DEBT

Based on the Company’s financial statement for period ended as per 31 August 2009 that has been audited by Public Accountant Office Handoko Tomo (Mazars), with a qualified opinion, the Company posted liabilities amounting to Rp 2,452.12 billion with details as follows:

(in millions of Rupiah) LIABILITIES TOTAL CURRENT LIABILITIES Short term bank debt 150,900 Account payable Third party 148,187 Related parties 174,742 Other debt Third party 11,341 Related parties 4,582 Outstanding charge 121,740 Tax debt 99,222 Dividend debt 1,553 Sale advance payment 139,060 Long term debt due within 1 year Long term loan 1,621 Lease debt 47 Total Current Liabilities 852,995

NON CURRENT LIABILITIES Deferred tax liabilities – net 22,601 Employees benefits liabilities 22,205 Time Debt less part due within one year Bond debt 1,553,928 Lease debt 395 Total non Current Liabilities 1,599,129

TOTAL LIABILITIES 2,452,124

Further information on the liabilities above are as follows: a. Short Term Bank Debt Short tterm bank debt constitutes the loan used by GLP to finance its working capital. Such loan is gained from the credit facility entirely amounting to US$ 15 million from Raiffesen Zentralbank Osterreich AG (RZB – Austria) gained on 13 August 2007. This facility is subjected to loan interest amounting to LIBOR + 2.75% per annum and due on 12 August 2009. On 27 July 2009, GLP makes the extension of debt for one year that will due on 30 July 2010. This loan is guaranteed by the receivables and insurance claim as well as mortgage to one plantation vegetation. On 31 August 2009, this short term bank debt is still payable amounting to Rp 150.9 billion. b. Account Payables – Third Parties Account payables constitutes the purchases of raw material, chemicals, fertilizers, spare part and other equipment. Based on the Company’s financial statement, total Company’s account payable as per 31 August 2009 is Rp 322.92 billion, consisting of:

(in millions of Rupiah) Account Payable Total Third Party 148,187 Related parties 174,742 Total 322,929

38 Hereinbelow details of account payable – third party.

(in millions of Rupiah, except US$ in thousand Rupiah) Description Amount United States Dollar PT Pupuk Hi-Kay 47,368,727 PT Intan Surya Pratama 8,106,576 PT Sasco 7,246,771 De Smet Ballestra (Sea) Pte. Ltd 6,677,971 PT Riau Alamindo Sejahtera 3,844,932 PT Sari Persada Raya 2,089,048 Others 1,685,400 Total 77,019,425

Rupiah: PT Julang Oca Permana 7,228 PT Pupuk Hi-Kay 7,069 PT Lingga Manik 5,516 UD Pertiwi 4,444 PT Caraka Agrindotama 3,983 PT BGR 2,927 PT Tazar Guna Mandiri 2,844 PT PP Lonsum Tbk. 2,761 Xena 2,632 PT Bintika Kusuma 2,286 Husain 2,196 PT Cipta Agro Sejahtera 1,049 Others 26,233 Total 71,168

Total Third Party 148.187 c. Account Payable – Related parties Based on the Company’s financial statement, total account payable – related parties of the Company as per 31 August 2009 is Rp 174.74 billion, consisting of:

(in millions of Rupiah, except US$ in thousand Rupiah) Description Amount PT Padang Bolak 44,384 PT Era mItra Lestari 43,127 PT Trimitra 42,609 PT Jambi Agrowijaya 24,387 Koperasi Karyawan GLP 11,273 PT Perjapin Prima 5,972 Others 2,990 Total Related parties 174,742 d. Other Debts Other debts consist of debt to the third party and related parties. The debt to third party is the debt of payment of plantation and vegetation maintenance contractor, purchase of employees’ meal. Based on the Company’s financial statement, total other debt of the Company as per 31 August 2009 is Rp 15.92 billion. Hereinbelow details of other debt owned by the Company as per 31 August 2009:

(in million Rupiah) Description Amount Third parties: Rupiah: PIR Plasma 1,262 Others 10,079 Total third party’s debt 11,341

Related parties: PT Bakrie Coggurated Metal Industry 4,396 Others 186 Total third party’s debt 4,582 Total 15,923 e. Outstanding Charge Based on the Company’s financial statement, total outstanding charge of the Company as per 31 August 2009 is Rp 121.74 billion. The outstanding charge consists of:

Description Amount Interest 80,746 Salary, pay and allowance 27,067 Transportation 4,266 Professional fees 1,697 Others 7,964 Total 121,740 f. Taxes Payables Based on the Company’s financial statement, total taxes payables of the Company as per 31 August 2009 is Rp 99.22 billion. The Taxes Payables consists of:

Description Amount Income Tax: Article 21 1,329 Article 22 139 Article 23 3,441 Article 25 2,462 Article 26 9,317 Article 29 42,215 Article 4 (2) 88 Value Added Tax 28,117 Land and Building Tax 7,477 Regional Tax charge 81 Others 4,556 Total 99,222 g. Dividend Debt This account represents payable of dividends to the shareholders, which as of 31 August 2009 is amounting to Rp 1.55 million. h. Advances on Sales Based on the Company’s financial statement, total advances of sales of the Company as per 31 August 2009 is Rp 139.06 billion. This advances on sale represents advances on sales of rubber product, crude palm oil, palm kernel, fresh fruit bunches and rubber wood, consists of:

(in million Rupiah)

40 Description Amount PT Multimas Nabati Asahan Medan 54,430 PT Sinar Alam Permai 20,257 PT Musim Mas 20,064 PT Wilmar Nabati Indonesia 15,977 Leonard Djajali Perdagangan 4,878 PT Nuansa Karya Cipta 1,232 Others 22,222 Total 139,060 i. Long Term debt Due within One Year Based on the Company’s financial statement, total long term debt due within one year as per 31 August 2009 is Rp 1.66 billion. This loge Taxes Payables consists of:

(in million Rupiah) Description Amount Long Term Debt – third party: Rupiah PT Bank CIMB Niaga Tbk. 1,668 Portion due within one year: Rupiah PT Bank CIMB Niaga Tbk. 1,668 j. Lease Debt Company’s lease debt for period of 8 (eight) months ended as per 31 August 2008 is recorded amounting to Rp 46.68 million. The lease debt consists of transportation means lease assets. k. Deferred Tax Liabilities For period of 8 (eight) months ended as per 31 August 2008, this account is recorded amounting to Rp 22.60 billion. The calculation of deferred income tax estimation is as follows:

(in million Rupiah) Description Amount Deferred Tax Liabilities Company: Doubted receivables appropriation 4,872 Employees benefits appropriation 4,151 Amortization 3,388 Appropriation for shares subscription and doubted receivables – net 102 Business lease transaction 16 Sale Correction (317) Deferred foreign exchange difference (1,511) Net book value of fixed assets (12,575) Capitalized general charge (13,065)

Subsidiaries: AGW (3,091) GLP (2,621) AMM (1,251) AM (699) Total Deferred Tax Liabilities (22,601) l. Employee Benefits Obligation This account for period of 8 (eight) months ended as per 31 August 2008 is recorded amounting to Rp 22.20 billion. This account consists of:

(in million Rupiah)

41 Description Amount Present value of obligation 68,504 Program asset value (61,369) Differences on present value of obligation 7,135 Unamortized past service cost 239 Profit Actuarial 14,831 Total 22,205 m. Long-term Debt less Portion Due Within One Year Bond debt consists of: (in million Rupiah) Description Amount Bond debt – third party: Unconditionally and Irrevocably Senior Notes – net 1,553,928 Total bond debt 1,553,928

The Company has no other liabilities and other agreement besides exposed above and disclosed in Financial Statement as well as presented in the Prospectus. The Company’s management has faith to fulfill all their obligations according to its requirement.

V. MANAGEMENT ANALYSIS AND REVIEW

1. General

Since established in 1911, the Company has indicated excellence performance, by recording the quite significant company’s scale growth, whether through the organic or non organic growth. Besides through the optimization of its own land, the Company hitherto is still active to continuously acquire the land or companies as the land owner valued having significant growth potential in the future. Hitherto, the Company has had about 87,119 ha of the land, divided into 68,429 ha of palm oil plantation land and 18,690 ha of rubber plantation land. From total 87,119 ha, 83,353 ha out of them are planted land, namely 65,430 ha, planted with palm oil (kernel and plasma) and 17,923 Ha planted with rubber.

In its growth, the Company has established strong infrastructures, including plantations, roads, and reliable transportation systems, also planting practice and advanced human resources development. Historically, the Company has been known as a branded rubber producer in the world. In the last ten years, however, the Company grew in two major fields that are rubber and the palm oil industry, starting from plantations to the processing industry. The Company is one of the biggest palm oil companies listed its shares in the Indonesian Stock Exchange.

As the rubber producer, the Company’s major product includes Cream Latex, Centrifuged Latex, SIR 3 CV, SIR 10/20, RSS 1 and BSR. As of 31 August 2009, location and area of Company’s rubbers plantation land owned by the company are as follows:

Land Area UNIT Company Location Processing Capacity (Ha) SUMUT I Company Kab. Asahan, Sumatera Utara 12,357 Ha 57,950 ton per year SUMBAGSEL HIM Kab. Tulang Bawang, Lampung 3,690 Ha 8,390 ton per year AM Kab. Air Muring, Bengkulu 2,643 Ha 3,000 ton per year NIBUNG NAM Musi Rawas - 1,200 ton per year Total 18,690 Ha 70,540 ton per year

While as the palm oil producer, the Company’s major product which has been marketed are among others crude palm oil and palm kernel. As of 31 August 2009, the location and volume of palm plants owned by the Company are as follows:

Land Area UNIT Company Location Processing Capacity (Ha) SUMUT I Perseroan Kab. Asahan, North Sumatera 8,172 Ha 45 ton per hour SUMUT II GLP Labuhan Batu, North Sumatera 7,803 Ha 60 ton per hour SUMBAR BPP Kab. Pasaman, West Sumatera 14,039 Ha 60 ton per hour RIAU GIN Indragiri Hilir, Riau 12,200 Ha 30 ton per hour JAMBI AGW, AMM, Kab. Tanjung Jabung, Jambi 24,015 Ha 90 ton per hour SNP KALTENG* ARBV, BSEP Central Kalimantan 2,200 Ha Total 68,429 Ha 285 ton per hour * Land in development

Currently, the Company is also in development phase of bio-diesel production business in a form of partnership with a national company in Batam. It is expected to strengthen the Company’s sale and provide opportunity for the company to more diversify its product.

In 2007, the Company made several acquisitions, among others in NAM, a company having rubber processing plant at capacity of 1,200 tons per annum, SNP, constitutes a palm oil plantation and processing company, and GLP, a palm oil plantation and processing company in North Sumatera. In addition, in 2007, the Company also acquired 2 plantation companies in Central Kalimantan named MML and MMR, the acquisition was in line with the Company’s business growth strategy, especially to develop the Company’s plantation business outside Sumatera.

43 While in 2008, the Company made the increase in ownership in ARBV through the acquisition of 34.68% shares in AIRPL. Then on July 3, 2009, the Company added the ownership by acquiring 17 shares owned by Spinneker Global Emerging Markets Fund Ltd and Lim Asia Arbitrage Fund Inc. thereby the company’s ownership in AIRPL increases to 36.54%.

2. Finance

This following general financial analysis are based on the Company’s financial statements for the period of 8 (eight) months ended as per 31 August 2009 which have been audited by Registered Public Accountant Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion.

(in million Rupiah) 31 August 31 December Description 2009 2006 2005 2004 Assets Current Assets 766,792 746,422 1,427,343 671,586 Non Current Assets 4,281,017 3,953,897 2,883,560 1,111,415 Total Assets 5,047,809 4,700,319 4,310,904 1,783,001

Liabilities and Equity Current Liabilities 852,995 501,507 449,844 189,279 Non Current Liabilities 1,599,129 1,727,634 1,474,471 951,237 Total Liabilities 2,452,124 2,229,141 1,924,315 1,140,516 Minority interest 1,304 1,000 1,383 - Equity 2,594,381 2,470,178 2,385,206 642,485 Total Liabilities and Equity 5,047,809 4,700,319 4,310,904 1,783,001

Net Sale 1,486,243 2,931,419 1,949,018 1,180,622 Gross Profit (Loss) 431,557 1,022,022 670,043 410,942 Operating Profit (Loss) 316,391 759,697 488,871 292,158 Profit (Loss) Before Income Tax 268,287 279,775 343,930 250,464 Net Profit (Loss) 176,149 173,569 206,575 172,898

Assets

Period of 8 (eight) months ended as per 31 August 2009

The Company’s current assets consist of cash and cash equivalent, short term investment, receivables, inventory, and taxes as well as prepaid cost. The Company’s current assets for period of 8 (eight) months ended as per 31 August 2009 was recorded amounting to Rp 766.79 billion, while non-current assets mostly consisting of receivables, investment and assets in terms of plantation vegetation, goodwill and project in development was recorded amounting to Rp 4,281.01 billion. The latest total assets recorded for period of 8 (eight) months ended as per 31 August 2009 was Rp 5,047.80 billion.

31 December 2008 compared to 31 December 2007

The Company’s current assets was recorded amounting to Rp 746.42 billion at the end of 2008, decreased by 47.71% if compared to that in 2007. The greatest nominal decrease occurred in the short term investment amounting to Rp 523.30 billion, it was occurred since in 2007, the Company made the fund placement in the Time Deposit and such fund has thoroughly allocated by the Company in 2008. The other entries experiencing quite significant decrease are among others account receivables, namely from Rp 204.83 billion in 2007 to Rp 98.34 billion in 2008, or decreased by 51.99%.

The Company’s non-current assets was recorded amounting to Rp 3,953.90 billion, or increased by 37.12% if compared to that in 2007, the growth of fixed assets value was especially contributed by the increase in the number of project in development namely 376.47% caused by the increase in plantation land owned by the Company in 2008, increase in shares subscription amounting to Rp 401.18 billion or 238.61% due to the dilution of the Company’s ownership in BSEP that initially recorded amounting to 100% to 21.5%, thereby the Company no longer

44 consolidate BSEP but remain recording the investment in BSEP by using equity method. It renders the Company’s shares subscription in 2008 experienced quite significant increase.

In addition, the increase in plantation project development activity carried out by the Company for 2008 also support the increase in the project post cost in the development, from the initial namely Rp 86.07 billion to Rp 410.13 billion in 2008. While total assets in 2008 reached Rp 4,700.32 billion, increased by 9.03% if compared to total assets in 2007.

31 December 2007 compared to 31 December 2006

The Company’s current assets at the end of 2007 was recorded amounting to Rp 1,427.34 billion or increased by 115.5% if compared to that in 2006 that was only Rp 671.56 billion. The greatest increase especially occurred in the entry cash as and cash equivalent as well as short term investment, respectively amounting to Rp 276.20 billion or 316.63% and Rp 323.30 billion or 161.65%, caused by the increase in Company’s deposit whether in terms of rupiah or foreign currency deposited in the giro account or time deposit.

The Company’s non-current assets in 2007 experienced significant increase, namely Rp 1,772.14 billion or 159.45% from Rp 1,111.41 million in 2006 to Rp 2,883.56 million in 2007 that among others caused by the acquisition of NAM, SNP and GLP resulting the increase in the Company’s plantation land as well as increase in company’s rubber processing capacity amounting to 1,200 tons per annum. In addition, in 2007, the Company also increased the shares subscription with Agri Resources B.V. amounting to US$ 8.24 million or equal to Rp 76.85 billio.

The acquisition made by the Company against NAM, SNP and GLP also caused by the significant increase in the fixed assets value and goodwill, respectively amounting to Rp 400.70 billion or 117.72% and Rp 428.44 billion or 514.63%.

Since most of fund sources for the Company’s activity above are from LPO II and debt, then in general, the increase in assets in 2007 was due to existence of LPO II and increase in debt including bond debt amounting to US$ 50 million issued by the Subsidiary.

Liabilities

Period of 8 (eight) months ended as per 31 August 2009

The Company’s current liabilities consisting of short term bank debt, account payable, other debts, outstanding charge, tax debt and dividend, sale advance payment and long term debt charge due. The Company’s short term liabilities for period of 8 (eight) months ended as per 31 August 2009 was recorded amounting to Rp 852.99 billion. While, non-current liabilities consisting of the deferred tax liabilities, employees benefit and long term debt are recorded amounting to Rp 1,599.12 billion. Total company’s liabilities for period of 8 (eight) months is Rp 2,452.12 billion.

31 December 2008 compared to 31 December 2007

In 2008, the Company recorded the current liabilities amounting to Rp 501.51 billion or increased by 11.48% compared to that in 2007. The greatest increases was contributed by the increase the third party’s account payable amounting to Rp 44.80 billion or increased by 63.75% relating to the use of US$ currency in the sale-purchase of fertilizer and sale advance payment amounting to Rp 35.68 billion or 180.63% from Rp 19.75 billion in 2007 to Rp 55.44 billion in 2008.

While in the non-current liabilities, it was recorded the existence of increase amounting to Rp 253.16 billion or 17.17% caused by the issue of new bond amounting to US$ 50 million or net increase amounting to Rp 267.39 billion or 18.94% in 2008.

45 31 December 2007 compared to 31 December 2006

It was recorded that the Company’s liabilities in 2007 increased by Rp 783.80 billion or 68.72% from Rp 1,140.51 billion in 2007 to Rp 1,924.31 billion in 2008.

From the current liabilities aspect, the Company recorded the increase by Rp 260.56 billion or 137.66% that are among others caused by the short term bank liabilities amounting to Rp 141.29 billion arising as the consequence of short term loan gained by the Subsidiary from RZB-Austria that has been used in the interest of Subsidiary’s working capital. Besides such loan, the increase in current liabilities also caused by the increase in other debts to the related parties amounting to Rp 58.01 billion.

The Company’s non-current liabilities in 2008 was increased amounting to Rp 522.05 billion or 55.01%, especially caused by the additional issue of senior notes by the Subsidiary amounting to US$ 50 million, in which most of such fund were allocated to finance the acquisition of PT Sumbertama Nusapertiwi and capital expenditure.

Equity

Period of 8 (eight) months ended as per 31 August 2009

The Company’s equity for period of 8 (eight) months ended as per 31 August 2009 was recorded amounting to Rp 2,694.38 billion.

31 December 2008 compared to 31 December 2007

There was no significant change in the Company’s equity in 2008 compared to that in the previous year, except recording the difference of controlling equity restructuring transaction value of Rp 22.03 billion as the consequence of acquisition and divestment of the Subsidiary and buy- back of the Company’s shares amounting to Rp 1.97 billion. The greatest change occurred in the profit balance increased by Rp 109.17 billion or 25.16% as the consequence of high capability of the Company to book net profit in 2008.

31 December 2007 compared to 31 December 2006

The Company’s equity as per 31 December 2008 significantly increased compared to the previous year, the increase reached Rp 1,742.72 billion or 271.25% caused by the corporate act in terms of LPO II performed by the Company. This LPO II increased the Company’s paid up capital by Rp 145.69 billion or increasing by 62.50% and also added the Company’s agio to Rp 1,572.08 billion from its initial namely Rp 147.26 billion, or increasing by Rp 1,424.82 billion or 967.58%. High agio value was due to the Rights exercise price offered namely Rp 1,100 per share or 10x premium of the Company’s share nominal value.

Net Income 31 August 31 December Description (after elimination) 2009 2008 2007 2006 Volume (thousand tons) Palm oil Derivative product CPO (palm oil) 176,96 272,80 211,89 159,77 PK (Palm Kernel oil) 41,18 59,10 44,20 26,97 TBS - - 4,23 1,49 Total 218,14 331,90 260,32 188,24

Natural rubber (thousand tons) Latex 8,36 11,83 10,70 12,50 SIR 10/20, 3CV 8,25 13,68 13,10 11,00 RSS 2,55 2,44 1,90 2,50 Others 1,12 1,13 1,60 2,60 Total 20,28 29,08 27,30 28.60

Total volume 238,42 360,98 287,62 216,84

Value (in billion Rupiah) Palm oil Derivative product CPO (palm oil) 1.063,63 1.991,71 1.280,71 588,19 PK (Palm Kernel oil) 106,17 214,61 141,48 48,92 TBS - - 4,23 1,49 Others - - - - Total 1.169,80 2.206,32 1.426,43 638,61

Natural rubber Latex 165,38 314,53 228,00 266,00 SIR 10/20, 3CV 122,89 338,26 244,00 200,00 RSS 16,94 48,49 36,00 45,00 Others 11,76 23,82 17,00 33,00 Total 316,97 725,10 525,00 544,00

Average selling price (in US$) Palm oil Derivative product CPO (palm oil) 6,01 7,30 6,04 3,68 PK (Palm Kernel oil) 2,58 3,63 3,20 1,81 TBS - - 1,00 1,00

Natural rubber Latex 19,78 26,59 21,31 21,28 SIR 10/20, 3CV 14,90 24,73 18,63 18,18 RSS 6,64 19,87 18,95 18,00 Others 10,50 21,09 10,63 12,69

Period of 8 (eight) months ended as per 31 August 2009

The Company’s net income from the proceeds of palm oil and rubber derivatives after elimination of inter consolidated companies transaction. The Company’s net income for period of 8 (eight) months ended as per 31 August 2009 was recorded amounting to Rp 1,486.24 billion.

31 December 2008 compared to 31 December 2007

In 2008, the Company recorded very good income growth. Entirely, the sale volume increases 24.55% from 289,827 tons to 360,975 tons. The palm oil sale volume increases 29%, from 211,888 tons to 272,800 tons, while the palm kernel oil 34% from 44,201 tons to 59,096 tons. While the sale volume of natural rubber product entirely decreased from 29,506 tons to 29,078 tons. However, based on value, the natural rubber product sale still able to record the increase by 38.09% from Rp 525 billion in 2007 to Rp 725 billion in 2008. Meanwhile, sale value of total palm oil derivative products was increased by 54.91% from Rp 1,424 billion to Rp 2,206 billion. The increase in this value relates to the increase in the Company’s product average selling price in 2008. The average price of natural rubber in 2008 was increased about 40%, while palm oil 21% and palm kernel oil price 13%, compared 2007.

31 December 2007 compared to 31 December 2006

The Company recorded the significant income growth in 2007, from the previous one Rp 1,180.62 billion in 2006 to Rp 1,949.01 billion or grown by 65.08%. High growth rate gained in this year is among others caused by high increase in palm oil and TBS product sale, from 54% in 2006 to 73% in 2007. This growth is able to be reached due to the increase in sale volume among others gained due to (i) acquisition of SNL, GLP and GIN, (ii) increase in the Company’s palm oil product average selling price during 2008 and (iii) sale of palm oil product from Agri Resources.

47 Different from the palm oil derivative product, although not significant the sale volume of the Company’s rubber product in 2007 decreased by about 5%, caused by the decrease in sale from Core Plantation, due to re-planting program carried out in Kisaran and HIM as well as decrease in production yield since rubber plantation life almost approached re-planting period. The Company’s natural rubber product sale volume in 2007 was recorded 27,400 tons or decreasing by 5% if compared to the that in the previous year namely recorded by 28,700 tons.

Cost of Goods Sold and Gross Profit

Period of 8 (eight) months ended as per 31 August 2009

Cost of goods sold is the cost incurred for fulfillment of raw material, processing, harvesting, depreciation and employees’ salary. The Company’s raw material expenses for period of 8 (eight) months ended as per 31 August 2009 was recorded amounting to Rp 548.029 billion, while the Company’s cost of goods sold was recorded amounting to Rp 1,054.68 billion with the gross profit recorded by Rp 431.55 billion.

31 December 2008 compared to 31 December 2007

The Company’s cost of goods sold in 2008 increased by Rp 630.42 billion or 42.29%, especially caused by the increase in raw material purchase mostly consisting of TBS as well as purchase of finished goods from third party to support the increase in production/sale volume.

On 31 December 2008, the Company has successfully booked the gross profit of Rp 1,022.02 billion, increasing by Rp 351.98 billion or 53.53% with gross profit margin recorded by 34.86% or growing by 0.49% compared to the previous one recorded amounting to 34.38%.

31 December 2007 compared to 31 December 2006

The Company’s cost of goods sold in 2007 increased by Rp 509.30 billion or 66.17%, especially caused by the increase in raw material cost occurring due to the increase in purchase volume and such raw material purchasing price.

The Company’s gross profit on 31 December 2008 was recorded amounting to Rp 670.04 billion, increasing by Rp 259.10 billion or 63.05% with gross profit margin recorded 34.38% or decreasing by 0.43% compared to the previous one recorded amounting to 34.81%.

Operating Expenses & Operating Profit

Period of 8 (eight) months ended as per 31 August 2009

The Company’s operating expenses for period of 8 (eight) months ended as per 31 August 2009 was recorded amounting to Rp 115.16 billion and the Company’s operating profit was recorded Rp 316.39 billion.

31 December 2008 compared to 31 December 2007

Although the Company’s operating expenses for 2008 increased by Rp 81.15 billion or 44.79% compared to that in the previous year, the Company’s capability in increasing the production and sale supported by the capability to maintain it, even increasing the efficiency, brought about the increase in operating profit margin by 0.83% from 25.08% in 2007 to Rp 25.92% in 2008 therefore in 2008, the Company was able to record the operating profit amounting to Rp 759.70 billion or increasing by Rp 270.83 billion or 55.4% compared to the previous year recorded by Rp 488.87 billion.

48 31 December 2007 compared to 31 December 2006

In 2007, the Company recorded the increase in operating expenses amounting to Rp 62.39 billion or 52.52% compared to that in the previous year. The increase was especially due to the increase in loading-unloading and port expenses caused by the high Company’s product delivery activity through sea channel, it is since in 2007, the Company recorded the significant growth of sale volume. The increase in loading unloading and port expenses was recorded amounting to Rp 20.20 billion or increased by 182.61% from its early namely Rp 11.07 billion to Rp 31.28 billion. In addition, the sale commission and bank expenses also increased by Rp 7.00 billion from only Rp 55.51 million in 2007 to Rp 7.06 billion in 2008.

Besides such sale expenses, the Company also recorded the increase in general and administration expenses, especially salary and allowance expenses, and depreciation and amortization charge, it is fair since in 2007, the Company made acquisition of several companies having assets that the value must be depreciated every year, thereby total depreciation cost will automatically increase. In addition, the acquisition also increasing total Company’s employees, thereby salary expenses that must be incurred increases.

The Company’s operating profit for 2007 was recorded amounting to Rp 488.87 billion, increased by Rp 196.71 billion or 55.4% compared to the previous year recorded amounting to Rp 292.16 billion, the Company’s capability in increasing the production and sale supported by its capability to maintain, even increase the efficiency resulting the increase in operating profit margin amounting to 0.34% from 24.75% in 2006 to Rp 25.08% in 2007.

Net Profit

Period of 8 (eight) months ended as per 31 August 2009

The Company’s net profit for period of 8 (eight) months ended as per 31 August 2009 was recorded amounting to Rp 176.14 billion.

31 December 2008 compared to 31 December 2007

The Company’s net profit in 2008 was recorded RP 173.57 billion or decreasing by 15.98% compared to the same period in the previous year, it is especially due to the increase in other expenses by Rp 334.98 billion or 231.11% that among others caused by the loss due to the exchange rate difference by Rp 243.04 billion due to the decrease in Rupiah value and existence of Company’s loan in terms of foreign currency (US$).

31 December 2007 compared to 31 December 2006

The Company’s net profit in 2007 was recorded amounting to Rp 206.58 billion or increasing by 19.48% compared to the same period in the previous year, it is especially due to the Company’s capability in increasing its sale growth, gross profit and operating profit significantly, although in other expenses entry, the Company experienced increase by Rp 103.25 billion or 247.63% that among others caused by the exchange rate loss amounting to Rp 80.31 billion or decreased by Rp 126.12 billion compared to the previous year, in which the Company recorded the exchange rate profit by Rp 45.81 billion. This exchange rate loss was due to the decrease in Rupiah exchange rate, from Rp 9,020 per US$ 1 in 2006 to Rp 9,419 per US$ 1 in 2007.

3. Marketing & Sale

In 2008, the development of natural rubber product and palm oil derivative product price indicated quite high fluctuation. In early year, the trend or tendency of price seemingly continuously increased, the increase in price actually has occurred almost along 2007. One of international highlight rubber products that was also produced by the Company, RSS-1 reached the highest price in June, namely US$ 3,240/ton, while palm oil reached its highest price in March, namely US$ 1,241/ton. Subsequently, in second mid of 2008, the natural rubber and palm oil commodities price decreased and reached their lowest point in 2008, respectively in December and November. The high fluctuation of the commodities’ prices in 2008 was predicted affected by

49 among others sale purchase action of the speculator, thereby the price development not appropriately reflecting the demand rate of such commodity. The graphic hereinbelow indicates the price growth of RSS-1 during the period of 2007 and 2008.

RSS-1 price development (2007-2008)

The high price fluctuation was responded by the Company by applying the strategy in terms of promoting the sale target volume at the price already valued quite optimum. In this respect, the Management has increased the coordination between the plantation and processing mill to increase the sale volume of core plantation. In addition, the Company also applied other strategy namely promoting the marketing by increasing TBS and palm oil purchase from the third party.

Hereinbelow the data on main sale of the Company during 2008: Description volume (ton) Income (million Rupiah ) Total rubber 29,078 725,100 Export 15,865 405,672 Local 13,213 319,428 Total CPO 331,897 2,206,317 Export 100,963 605,949 Local 230,934 1,600,368

4. Business prospect

Palm oil

In line with better condition of the global economic, the Company predicted that the demand for CPO to become food raw material and biodiesel alternative energy will increase. In addition, better international oil price also supported the increase in prices of other commodities such palm oil and soybean. Currently, the palm oil price reaches about US$ 600-700/ton, much better if compared to October of pervious year that was ever at range of US$ 450/ton.

In 2010, the Company predicted that the international CPO price will increase. It related to the decrease in palm oil and soybean supply, constituting main raw material of international vegetation oil. It occurs in line with the frequency of El Nino causing long draught in Southeast Asia, causing the decrease in palm oil production from Indonesia and Malaysia as the biggest palm oil producers in all over the world. This condition potentially increased the price of palm oil commodities, including palm oil and soybean.

In addition, the geographical position of China and India as importer countries and the biggest CPO users in the world nearest to Indonesia and Malaysia provides separate profit especially relating to the supply delivery, in which nearer location will provide separate highlight for Indonesia and Malaysia in case of cost efficiency and delivery time.

50 In 2008, China and India imported and consumed about 30% of all international CPO imports and consumption.

Rubber

Several factors playing role to support the decrease in natural rubber price in the previous era are among others global economic crisis and decrease in oil commodity price. International economic crisis occurred several times plays very significant role in the decrease in natural rubber price, it occurs due to the decrease in demand especially from the international big motor vehicle producer to tire product (tire producer is the biggest natural rubber consumer, using it as raw material). While, relating to international oil price, the decrease in this commodity price directly supported the decrease in synthetic rubber price (oil raw material natural rubber substitution product), that finally decreasing the demand thereby the natural rubber product price decreases.

However, in the long term, it is predicted that the demand rate for natural rubber product will increase again, with the main buyer expected from the producers of motor vehicle tire from India and China. While relating to the price, the determination of rubber price will significantly affected by the decision of the Tripartit Rubber Council – international biggest rubber producer countries, namely Thailand, Indonesia and Malaysia. The decision of Tripartit Rubber Council to stabilize the price, including the decisions such as decrease in production volume is expected able to support the strengthening of international natural rubber selling price.

5. Risk Management

The Company faces various general and special business risks as agriculture industry. For such risks, the Company has applied many policies to minimize the impact potentially arising. Several general strategies applied by the Company to minimize the risk are among others:

Commodity Price Fluctuation Selling price of international market influences the Company’s product price. The Company has pricing strategic which in line with selling contracts to reduce these risk. In addition, the Company’s decision to enter to CPO derivative product such as oleochemical and biodiesel also constitutes one of strategies expected able to minimize this risk. Climates El Nino and dry season can become an obstacle to the Companies business operation. Climate risk can be anticipated by making schedule of planting and harvest time, as well as geographic diversification. Business Competition Negative campaign made by CPOs substitution product producers in international market can reduce CPO’s demands. Several strategies carried out by the Company to anticipate such matters are among others through true clarification/explanation relating to CPO’s product and benefit. Such explanation frequently also be presented by the Company during road shows overseas. Strike of Employee Always maintaining well relationship with the stakeholders (including labor association and plasma farmer) in partnership and fair transaction spirit can hold this risk. Changes of Regulation Volume of land, selling strategy, also managing policy may change due to changes of regulation. In terms of this risk, the corporate strategy synchronized the needs to grow rapidly with the plantations business characteristic that is basically conservative. Foreign Currency Exchange Rate Although the Company’s liabilities value is in US Dollar, but since in the product selling pricing, the Company refers to the international price (although the selling is in Rupiah), then it is indirectly provide natural hedging to this kind of risk.

51 Security of Plantations The Company’s effort to bring good relationship with local community and regency government can reduce this risks of stealing, spoiling, and riot.

Supply of Raw Material The company only enters into the raw material purchasing contract with competent vendors to reduce this risk/problem on raw material supply smoothness.

Environment Pollutions The Company has fulfilled all government regulations to minimize environment pollutions effect and guards the quality standard of its environment protection initiatives by following ISO 14000 certification programs. The Company also enters into cooperation to minimize the emission according to Kyoto Protocol.

VI. RISK FACTOR

Similar to any other business, the Company’s business is also has challenges and risks either external or internal of Company. The risks that predicted can influence the Company’s business generally as follows:

Industrial Risk:

1. Risk of Commodity Price Fluctuation

Selling price in International market has influenced the Company’s price product (CPO or rubber). International price for CPO and rubber can be affected by several factors, including the change in: • demand for and supply of rubber product (including synthetic rubber) and CPO (including other vegetation oil type, especially soybean oil); • world production rate of rubber and CPO (including other vegetables oil) that especially affected by weather condition and plantation area extent; • world consumption and reserve of rubber and CPO (and other vegetables oil); and • world economic development.

The Company’s income will highly depend on the volume and selling price its gained, change of international commodity’s price may affect the Company’s selling price, operation yield, financial condition and business prospect.

2. Application of Export Tax and Other Regulations May Affect the Company’s Business

The export tax or regulations relating to CPO trade in Indonesia and restrictions applied by the other country may generate negative impact on the Company’s activity and business prospect.

In line with the social and economic policy, the Government from time to time takes part in the palm oil industrial development direction. In 1994, the Government applied CPO and its derivatives export tax to control CPO derivative product selling price in local market in which there was already price increase in the domestic market in line with the increase in such commodity price in international market. The decrease in rupiah exchange rate in 1997 and early of 1998, generating impact on significant increase in cooking oil price in the local market and making more profitable palm oil product export activity. Therefore, the Government applied the export ban policy for the palm oil and its derivatives product. This policy has been revoked in April 1998 and replaced with the Export Tax. Initially, this export tax ranging from 10% - 40% (depending on type of palm oil derivative product) that then increased between 20% - 60%. The Government decreasing CPO export tax by 10% in July 1999 of 60% applied in 1998. Then, the market price used to calculate the export tax was decreased from US$ 535 United State Dollars to US$ 120 per ton in line with the fluctuation of CPO price, decreasing from US$ 550 until US$ 660 per ton in 1998 to about US$ 270 per ton in third quarter of 1999. In December 2008, the Indonesian Government changed the export tax rate to between 0% until 25%, based on the Regulation of Minister of Finance No. 223/PMK.011/2008 dated 17 December 2008, determination of export rate for determination later on refers to the calculation based on CPO price (c.i.f Rotterdam) as follows:

Export Standard Price Tax Rate US$ 1,251 25.0

53 From 1 August to 31 August 2009, the effective export tax was 0% at export standard price below US$ 700.

Although currently most of Company’s CPO products are sold to domestic market, but there is possibility that in the future, the Company will increase its products sale to the international market. There is no guarantee that the Government will not increase the export tax for CPO, increase the basic price or issue CPO export ban in the future. The amendment to Government Regulation may generate negative impact on the Company’s business prospect.

3. Risk of Supply Excess

In several recent years, there are many new palm oil plantations opened in Indonesia and Malaysia. When the palm oil trees in such plantations reach their prime age, there will be significant increase in demand, then there will be excess of CPO supply and stock in the world, it will able to affect their selling price and finally will affect the Company’s income and business margin.

Business Risk:

1. Risk of Weather

About once in 5 years there is a climate changing named El Nino. El Nino appears in tropical ocean between the West Pacific and South America and can caused changes on global climate, dried up and rain storm. The continuation of dried up season can cause fire at the plantation area of the Company. All the above climate condition, may affect the Company’s operational.

2. Risk of Business Competitiveness

At this moment, CPO is most consumed vegetables oil product in all over the world, and soybean oil and rapeseed oil are the second and the third. Substitution products from CPO mostly produced by develop countries. The producers countries of vegetables oil as CPO’s competitor often campaign discredited palm oil through health issue such high cholesterol contained. This campaign in a long-term can create negative image to the consumer about the use of CPO. These conditions can cause a consumption changed from oil palm to other vegetables oil. This can influenced the Company’s income and profit.

3. Risk of Labor Strike

The Company’s plantation has a lot of labor and its plantation area also surrounded by plasma plantation which owned by a plasma farmer. If strikes happen, either by the Company’s labor or plasma farmer, it will surely disturb the Company’s production which will caused unaccomplished production target.

4. Risk on the Regulation Changes

The changes on regulation such as taxes export and export prohibition can restrain the Indonesian CPO companies to export their product, which will cause the increase of inventory and price within the country. This, at the end may affect badly for the Company’s capability to export its products and price determined for the Company’s product in Indonesia.

5. Risk of Foreign Exchange Currency

Almost all Company’s and Subsidiary’s transactions, whether in terms of sale or loan are gained in US$ currency (or refers to US$), however the recording of the Company’s consolidated financial statement uses Rupiah currency, thereby there is risk of exchange rate difference risk due to the financial statement elaboration.

6. Risk of Security on the Plantations

Robbery and pillage of plantation crop and also riot between the society around the plantation area is one of the risk that face by the Company. This can cause a potential risk to reduce some of fresh fruit bunch of the Company that may have a negative impact on the Company’s financial performance.

7. Risk of Raw Material Supplies from Third Parties

Mainly the raw materials to fulfill capacity on the processing of palm oil mill come from third parties. If the third parties are not able to fulfill or sell its raw material to the Company subsequently it will affect the production quantity and influence the Company’s income.

8. Risk of Environmental Pollution

Risk of environmental pollution is one of the Company’s risk in performing its business. The issues relating to the pollution such as waste produced by PKS and damage to forest become the main issues frequently presented and being the attention especially in the Europe countries. Although there is not yet import ban relating to the use of CPO and its derivative products in the Europe countries, but it cannot be ensured that there will be prohibition of import or use of CPO and its derivative product especially from Indonesia. If it occurs, it will generate the negative impact on the Company’s business prospect.

VII. IMPORTANT EVENTS AFTER ACCOUNTING REPORT

There is no important events after the Independent Auditor report date that is quite material need to be disclosed in this Prospectus. The Independent Auditor Report presented for Limited Public Offering III is issued on 23 October 2009 to the Company’s financial statement for period of 8 (eight) months ended as per 31 August 2009.

VIII. DESCRIPTION ON COMPANY

1. Brief History

PT Bakrie Sumatera Plantations Tbk. was established in Indonesia in 1911 under the name of “Naamlooze Vennootschap Hollandsch Amerikaansche Plantage Maatschappij”. The Company’s name has been amended several times and in the latest became PT Bakrie Sumatera Plantations Tbk. The Company’s Articles of Association were first published in Official Gazette of the Republic of Indonesia No. 14 dated 18 February 1941 Supplement No. 101. The Company’s Articles of Association has been amended several times, the latest amendment was by Deed of Notary Public Sutjipto, S.H., Notary in Jakarta No. 98 dated 14 May 2008 on amendment to entire Articles of Association for adjustment to the Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Company as well as Enclosure to Bapepam & LK Chairman Decision No. Kep-179/BL/2008 dated May 14, 2008 regarding Principles of Articles of Association of Company Exercising Equity Securities Public Offering and Public Company. Such amendment has obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia No. AHU-03156.AH.01.02.Year 2009.

Besides its main business line, the Company also provides the plantation management service and has special company to manage the investment.

Company’s Securities Public Offering

In addition, the Company has issued the Senior Secured Notes bond, through BSPF. Such bond was recorded in SGX-ST stock exchange Singapore in 2006, and its value has been increased in 2007 from US$ 110,000,000.00 to US$ 160,000,000.00. In 2008, the Company intensified its vertical integration by constructing the seed manufacturer, as well as increasing its commitment to RSP principle appropriation by initiating the emission decrease project in three palm oil processing manufactures according to Kyoto Protocol.

57 The Company has domicile in Environment VIII, Kisaran Timur Village, Kota Kisaran Timur Sub District at center office at Jl. H. Juanda, Range 21202, Asahan District, North Sumatera, while its plantation as well as plant are located in Kisaran, Asahan District, North Sumatera.

In accordance with Article 3 of Company’s Articles of Association, the Company is engaged in plantation, processing and trading of agricultural and industrial products. The plantation business has operated commercially since 1911.

2. Development of Company’s Shares ownership

The development of the Company’s shares ownership as of Limited Public Offering II of 2007 until issue hereof is as follows:

2007 Rp 100 per Share Description Number of Amount (Rp) % Shares Authorized Capital 15,000,000,000 1,500,000,000,000 Issued and Paid-Up Capital: Bank of New York qq PT Bakrie Brothers Tbk. 357,106,264 35,710,626,400 9.43 PT Bakrie & Brothers Tbk. Qq Bakrie Sumatera 430,508,716 43,050,871,600 11.37 Plantations (BSP) Limited PT Bakrie & Brothers Tbk. 1,055,019,984 105,501,998,400 27.86 Public 1,945,240,036 194,524,003,600 51.43 Total Issued and Paid-Up Capital 3,787,875,000 378,787,500,000 100.00 Shares in Portfolio 11,212,125,000 1,121,212,500,000 *shareholder below 5%

2008 Based on DPS on 31 December 2008, the composition of the Company’s shareholders is as follows: Rp 100 per Share Description Number of Amount (Rp) % Shares Authorized Capital 15,000,000,000 1,500,000,000,000 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk. 1,024,747,752 102,474,775,200 27.05 Public * 2,757,149,183 275,714,918,300 72.79 Regained shares ** 6,100,000 610,000,000 0.16 Total Issued and Paid-Up Capital 3,787,996,935 378,799,693,500 100.00 Shares in Portfolio 11,212,003,065 1,121,200,306,500 * shareholder below 5% ** portion of total Company’s commitment already realized in Company’s Shares Buy Back Program.

As per 31 August 2009 Rp 100 per Share Description Number of Amount (Rp) % Shares Authorized Capital 15.000.000.000 1.500.000.000.000 Issued and Paid-Up Capital: PT Bakrie & Brothers Tbk. qq Bakrie (BSP) Limited 560,500,250 56,050,025,000 14.80 Public1 3,227,496,685 322,749,668,500 85.20 Total Issued and Paid-Up Capital 3,787,996,935 378,796,693,500 100.00 Shares in Portfolio 11,212,003,065 1,121,200,306,500 * shareholder below 5%, including the shares re-gained (treasury stock) namely 6,100,000 shares]

3. Brief Description on Legal Entity Shareholders that owned 5% (Five Percent) or more of the Company’s Shares

BSP Limited

Brief History BSP Limited is an International company that established on June 14, 2001 at Republic of Mauritius and has been formed by the creditor of BNBR with regard to the debt restructuring of BNBR’s debt restructuring. BSP Limited located at 10th Frere Felix de Valois Street Port Louis, Republic of Mauritius.

58 Objective and Purpose

Objective and purpose of BSP Limited are to perform all business activities that not prohibited based on prevailing law at Mauritius and based on prevailing law at country where BSP Limited conduct its business transaction.

Capital Structure

BSP Limited shares issued in US Dollar currency. Subscribed capital of BSP Limited amounting to US$1,000,000 (US one million dollar) divided into 100,000,000 (one hundred million) shares with nominal value of US$0.01 (US one per hundred dollar) per share. The shareholders of BSP Limited currently are PT Bakrie & Brothers Tbk. amounted to 97.7% and Tiger Nomiees Ltd and Orchid Nominees Ltd. amounted to 2.3%.

Management and Supervision

Directors consist of 2 (two) person, with the structure as follows: Director : Louis Emmanuel Ng Cheong Tin Director : Uday Kumar Gujadhur

PT Bakrie & Brothers Tbk. (“BNBR”)

Brief History

BNBR was established in 1951, based on Notarial Deed No. 55 dated 13 March 1951 from Sie Khwan Djioe under the name of “N.V. Bakrie & Brothers”. This deed has been approved by the Minister of Justice of Republic Indonesia on 25 August 1951 based on its decree No. J.A.8/81/6. The Articles of Association of BNBR were amended several times. The most recent significant amendment is based on the Declaration of Company’s Meeting Resolution No. 15 dated 9 July 2008, drawn up before Abdul Madjid, S.H., Notary in Jakarta (“Deed No. 15/2008”), in relation to amendment of BB’s Articles of Association according to the Law of the Republic of Indonesia Number 40 of 2007 regarding Limited Liability Company and Indonesian Capital Market Regulation. The amendment to articles of association has been approved by the Minister of Law and Human Rights based on the Decree No. AHU-49901.AH.01.02.Year 2008 dated 11 August 2008. BNBR is domiciled in Jakarta, with the main office at Wisma Bakrie 2, 16th Fl, Jl. H.R. Rasuna Said Kav. B-2, South Jakarta.

Objective and Purpose Based on Articles of Association, BNBR’s scope of activities is to engaged in general trading, industry especially steel pipe production, building material and other construction material, equipment and communication system, electronic goods and electricity and also capital injection and investment in other companies.

Capital Structure The capital structure and shareholders composition of BNBR as of 31 August 2009 is as follows: Description Number of Shares Nominal Value (Rp) % Authorized Capital Serial A – Nominal Rp 2,500 775,008,000 3,875,040,000,000 Serial B – Nominal Rp 350 3,681,288,000 2,576,901,600,000 Serial C – Nominal Rp 100 367,740,292,000 73,548,058,400,000 Total Authorized Capital 372,196,588,000 80,000,000,000,000 Issued and Paid-up Capital: Credit Suisse – Singapore Branch s/a Long Haul 20,251,500,000 2,025,150,000,000 holdings Ltd Public (below 5%) 73,470,217,440 19,489,847,088,000 Total Issued and Paid-up Capital 93,721,717,440 21,514,997,088,000 Shares in Portfolio 278,474,870,560 58,485,002,912,0000 Serial A 581,256,000 2,906,280,000,000 Serial B - - Serial C 277,893,614,560 55,578,722,912,000

59 Management and Supervision

The composition of Board of Commissioners and the Board of Directors of BNBR is as follows:

Board of Commissioners: President Commissioner : Irwan Sjarkawi Independent Commissioner : Mohamad Ikhsan Commissioner : Armansyah Yamin Commissioner : Nugroho I.Purbowinoto

Board of Directors: Director : Nalinkant A. Rathod Director : Ari S. Hudaya Director : Gafur Sulistyo Umar Director : Dileep Srivastava Director : R.A. Sri Dharmayanti

4. Management and Supervision

Currently, the composition of the Board Commissioners and Directors of the Company is as follows:

Board of Commissioners : President Commissioner/Independent : Soedjai Kartasasmita Independent Commissioner : Bungaran Saragih Commissioner : Gafur Sulistyo Umar Commissioner : Yuanita Rohali

Board of Directors : President Director : Ambono Janurianto Finance Director : Harry M. Nadir Production and Commercial Director : Bambang Aria Wisena Operational and Estate Director : Howard J. Sargeant Business Development Director : M. Iqbal Zainuddin

Brief description on each Commissioners and Directors is as follows:

Soedjai Kartasasmita, President Commissioner

Indonesian citizen, 83 years old. He was appointed as a President Commissioner since December 2001; He also a President Commissioner at BPP and experienced for more than 40 years in plantation sector, among others in “Dewan Gula Indonesia”, the Ministry of Agriculture, PNP 6 and PP Dwikora I, II, II;. He graduated from Middelbare Landbouwschool in Bogor as well as Europe School Business (INSEAD) – Fountainbleau, French; as well as an Advanced Management Program of INSEAD at Fountainbleau, Tokyo, Seoul, Singapore and San Fransisco.

60 Bungaran Saragih, Independent Commissioner Indonesian citizen, 65 years old. He was appointed as an Independent Commissioner since April 2008; He also a Minister of Agriculture of the Republic of Indonesia in Persatuan Cabinet (2000-2001) and Gotong Royong Cabinet (2001-2004). He graduated from Agriculture Faculty, Socio Economic Department from Bogor Agriculture Institute (1971), Master in economic (1997) as well as Doctor in economic sociology (1980) from North Carolina State University, Raleigh, the United States of Americal and constituting the receiver of Matsuda Award (in Recognition of Distinguished Contribution to the Advancement of Agricultural Sciences and Agricultural Development in Indonesia) from the International Society for Southeast Asian Agricultural Sciences (ISSAAS), in 2005.

Gafur Sulistyo Umar, Commissioner Indonesian citizen, 41 years old. He was appointed as Commissioner since July 2002; He also a Commissioner of AGW, AM, AMM, BPP and HIM. He started his career in PT. Bakrie & Brothers Tbk. as Manager of Restructuring and Acquisition of Mango Plantation Project. He was ever as an assistant for Head of Bakrie Group, an assistant of Head of KADIN, Representative Head of GAPKI for West Sumatera branch, as well as a Head of Plantation Sector at KADIN for Jambi branch. A holder of Master of Business Administration (MBA) from Arkansas University, Little Rock, Arkansas, United Stated.

Yuanita Rohali, Commissioner Indonesian citizen, 42 years old. She was appointed as Commissioner since May 2005; She currently also a Finance Director of PT. Bakrie & Brothers Tbk. She started her career as Programmer Analyst, before joined Bank Credit of Lyonnaise, her last position was a Head of Corporate Banking;. Joined with PT. Bakrie & Brothers Tbk in 2002 as Senior Manager Business Development. In 2004, she was appointed as Deputy Director Finance and Administration and then appointed as Finance Director in July 2004. Currently, she also appointed as management of Indonesian Issuer Association (AEI) and lecturer in Magister program of Accountancy of Indonesian University; She graduated from University of Indonesia majoring in Computer in 1991 and a holder of Master of Commerce in Advanced Finance from University New South Wales, Sydney, Australia (1994).

61 Ambono Janurianto, President Director Indonesia citizen, 50 years old President Director of the Company since June 2000; currently also a President Commissioner and Commissioner in the Subsidiaries of the Company, namely: BRBE, AM, HIM, AMM, BPP, AGW, BSEP, PP, PBJ and TSP as well as other several companies, such as PT. Bakrie Tosanjaya, PT. Bakrie Corrugated Metal Industry; PT Bakrie Steel Industries, PT South East Asia Pipe Industry, PT. Bakrie Telekom; and previously was a Director of PT. Bakrie & Brothers Tbk and President Director of PT. Bakrie Power. He was Graduate in Economic from Katolik Parahyangan University and also Joint Advisor Board of Indonesian Palm Oil Businessman (GAPKI), Vice Chairman of North Sumatera Branch for GAPKINDO, second chairman on “Badan Kerjasama Perusahaan Perkebunan Sumatera” (BKSPPS), Member of Indonesian Executive Committee from ASEAN Rubber Business Council (ARBC), Vice- Chief Executive of Indonesian Issuer Association (AEI) as well as Member of Agro Industry Sector & Division in Kadin Indonesia Komite Ekonomi Indonesia – Jepang.

Harry M. Nadir, Finance Director Indonesian citizen, 49 years old. He was appointed as Director since June 2002. Besides as member of Corporate Audit of the Company in 2000, he was also a President Commissioner of NAM, as well as Commissioner of BRBE, GLP, MML and MMR; previously, as Corporate Secretary and chairing Company’s Corporate Audit (Senior Manager). Graduate in Accounting from Sekolah Tinggi Akuntansi Negara and also ever as Head of Compliance (Manager) of a stock company in Jakarta, and Surveillance Development System (Manager) of Indonesian Stock Exchange (BEJ at the time).

Bambang Aria Wisena, Commercial Director Indonesian citizen, 47 years old. He was appointed as Director since June 2003; also as Commissioner in GIN, SNP, BSEP, MML and MMR. Previously Chief Executive Officer of BPP. MBA from Prasetya Mulya Business School is one of Chairman of Joint Advisor Board of Indonesian Palm Oil Businessman (GAPKI) Central, also as General Secretary of Indonesian Palm Oil Board (DMSI), and Guest Lecturer for Commodity Marketing and Leadership in Plantation Education Institution (LPP) Medan, as well as In-house Lecturer in BSP Academy. Active in Roundtable for Sustainable Palm Oil (RSPO) activities and many Palm Oil and Rubber conference in the home country and overseas.

62 Howard J. Sargeant, Operational and Estate Director British citizen, 67 years old. He was appointed as Director since May 2004, also Director of BSEP, MML, MMR and AIRPL; previously Plantation Director of PT Rea Kaltim Plantations and consultant of palm oil industry for European Union and Ministry of Forestry of the Republic of Indonesia. Finished study at University of London majoring in Farming, he has experienced for more than 40 years in plantation management and development in many countries, including Malaysia, Liberia, Malawi, Papua New Guinine and Indonesia, as well as has issued the inscription Vegetation Fires in Sumatera Indonesia.

M. Iqbal Zainuddin, Business Development Director Indonesian citizen, 42 years old. He was appointed as Director since May 2005; He also appointed as President Director of BRBE, BSEP, MML, and MMR; Director in AIRPL as well as Commissioner in NAM, EMAL and JAW; He started his career in busines group of Bakrie & Brothers in 1995 as Management Trainee, Graduated from Institut Pertanian Bogor in 1991, a holder of Master in Business Administration majoring in Finance from Western Michigan University, Kalamazoo, MI, USA in 1994; currently also as Vice Chairman of Indonesian Biofuels Producer Associations.

Remuneration

The Commissioner and Directors of the Company have received a reward in return for their services such as salary, allowances, facilities and bonus. And its range is fair and competitiveness according to remuneration survey at the private companies in Indonesia. To determine the structure and remuneration of the Commissioners, it is proposed by the Board of Commissioners and determined by the GMS, while the structure and remuneration of the Directors is according to the Articles of Association of the Company which is an authority of the Board of Commissioners.

On 31 August 2009, total remuneration package of the Commissioners and Directors of the Company were amounted to Rp 1,328,644,655 billion and Rp 9,726,519,967, respectively.

The Company’s Committee

Audit Committee

To anticipate the rapid growth of the Company, the Board of Commissioner established the Audit Committee in 2004. The present of this Committee is expected to improve the Company’s good management principle is applied, in line with the rule of capital market in Indonesia.

The main tasks of the Audit Committee are among others assisting the Board of Commissioners to ensure the information issued by the Company though good review procedure; assessing the

63 planning, implementation and audit finding; as well as supporting the internal control revision. Audit Committee also proposes the external auditor to the Board of Commissioners for submission to and stipulation by GMS.

Composition of the current Company’s Audit Committee is as follows:

Chairman : Soedjai Kartasasmita Member : Apandi Kosasih, a professional in plantation for more than 40 years, joined with the Company as a member of the Audit Committee in 2005; in addition, he also as senior agronomist Koperasi Jasa Muda Inovasi, Bogor, providing inspection service for PT. Agrowiyana, Lyman Agro Group and PTPN XIV. He graduated from “Sekolah Pertanian Menengah Atas Bogor” in 1959. Member : Marzuki Ramli, a registered accountant graduated has experienced for more than 15 years in accounting and audit field especially in plantation industry. Having competency in the Good Corporate Governance Implementation, Internal Auditor certificate of advanced level from YPIA and BPKP. Joined with the Company as Audit Committee’ member in 2004; previously as a manager in Public Accountant Office Mustafa and Rizal. Graduated of high education in accounting sector in Syiah Kuala Aceh; accountant registration number D.16.254. The work result of both Audit Committee members also assists the task implementation of the Nomination Committee and Remuneration, as well as the Risk Management Committee of the Company.

Nomination and Remuneration Committee Nomination and Remuneration Committee was established by the Company’s Board of Commissioners with a view to assist the Board of Commissioner to monitor the development of human resources, determine the criteria and take part in preparing prospective Commissioner and Director, as well as propose the amount of remuneration of commissioner and director.

The Company’s Chairman of Nomination and Remuneration currently is Gafur Sulistyo Umar. In performing his obligation, he use the report of the Audit Committee’s member that focusing in human resource development and internal management system as his analysis basis.

Those reports are shown the importance of human resources development with regard to the improvement of the Company in 2009.

The Nomination and Remuneration Committee is considering the development efforts of “BSP Academy” in Kisaran as a first step to anticipate the need of human resources in the future.

Risk Management Committee Risk Management Committee was established with a view to assist the Board of Commissioners to study the risk management system arranged by the Board of Directors as well as evaluate the risk tolerance that can be taken by the Company.

The Chairman of Risk Management Committee of the Company currently is Mrs. Yuanita Rohali. To perform her duty, she’s using the report of the Audit Committee’s member that focusing in risk management.

Those reports are shown the importance of applying the financial ratios regarding the improvement of the Company in 2009.

The Risk Management Committee considers that the Company’s Directors should continuously maintain the financial ratio in well anticipated level. The Committee is of the opinion that at the end of 2009, the Financial ratio is in well anticipated level.

Corporate Secretary The task and responsibility of a Corporate Secretary has been accustomed according to the prevailing law in capital market. Hence, the Corporate Secretary will maintain the relationship between the Company with the authority of capital market, investor and public, through several events, such as the General Meeting of Shareholderss (GMS) and the Extraordinary General Meeting of Shareholderss (EGMS). The Corporate Secretary is also attempt to fulfill the prevailing law in all the corporate action

64 of the Company. As its task and responsibility, the Corporate Secretary has to attend the meeting of the Board of Commissioners, Directors meeting and Joint Meeting, as well as also give advice to the Directors to ensure that the Company fulfills the disclosure and the prevailing law of capital market. Currently, the Company’s Corporate Secretary is Fitri Barnas.

Company’s Organizational Structure

The Company’s organizational structure currently is as follows:

5. Human Resources (HR) of Company and Subsidiary

Human resources are the main component in plantation production system, even though the technology is already expand. The plantation productiveness is influenced by the ability, dedication and integrity of the employees. Therefore, since 1999 the Company has given special attention to the improvement of its human resources quality. Since 2001, the Company has prepared human resources policy as the foundation in performing its human resources development. In 2003, the Company has won an award as a second winner in North Sumatera province for “Peluang serta Kesetaraan Gender (Gender Opportunity as well as Equality)” in human resources division.

With the received of ISO 9001:2000 which required the standard of competitiveness for the employee, the Company has competence which consist the criteria of position and task as a standard for the employee. Beside that, the Company has an Assessment Center Program cooperated with the Lembaga Pendidikan Perkebunan/Plantation Training Institution (LPP) in Medan.

The human resources planning is held every year and the Company applies the objective performance valuating system to encourage the employee to achieve their target that has been determined and agreed before (performance contract) with appropriate reward system. Meanwhile, the human resources development is done according to the Competence Standard start from the need of training analysis and development until the program and training is applied.

65 In relation to inauguration of CheEr (Change Everything for EVA® Result) corporate strategy, oriented to EVA®, then the arrangement of business process, leadership program, as well as human resources support to application of good governance principle is made.

The business process is plotted and arranged, meanwhile the organization structure is developed in order that stronger and flexible in attaining the company’s objective and target. In 2008, the Company has made the paradigm change relating to the business unit structure, arrange the financial procedure and standard, affirmed e-Plantation information management project as well as start to use key performance indicator (KPI) to measure the individual performance.

The leadership program in 2009 was centralized in BSP Leadership Training (BLT)-Planting Program. In this program, 70 participants from managerial level above in three levels are increasing the leadership quality, not only in the class, but also in terms of “7 Habits” based practice from Stephen Covey. While the human resources communication factor in the corporate governance is centralized in Executive Committee meeting, discussing the business issue and important development of organization, to provide response to the strategic decision taken in the Board of Commissioners’ Meeting, Board of Directors’ Meeting and Joint Meeting.

The Company’s human resources development is supported by the internal plantation management education institution located in Kisaran, named BSP Academy. To date, this institution has trained hundreds fresh graduates about the plantation management with focus in operational, technical and financial sector. The Company provides opportunity to work and develop for all employees fairly, as well as compensation according to the task, responsibility and performance. In addition, the employees’ training and development is also held externally in form of participation in training, conference, seminar and workshop in the home country and overseas.

Following are the composition of the employees based on management level, education, age and period of work.

Composition of Employee based on Management Level 31 August 2009 31 December 2008 31 December 2007 31 December 2006 No Level The Subsidia The Subsidia The Subsidia The Subsidia Company ries Company ries Company ries Company ries 1. Commissioner 4 - 4 - 4 - 4 - 2 Director (Jkt) 5 5 - 5 - 5 - 3. VP & Senior 14 8 13 10 12 9 3 5 Manager 4. Manager 33 40 31 39 26 29 32 22 5. Assistant 127 351 109 349 92 186 82 140 6. Management Trainee (BSP Academy) 5 14 43 68 5 26 19 23 7. Non Staff 4,508 12,038 5,312 13,106 4,754 9,066 4,723 6,328 Total 4,699 12,451 5,513 13,572 4,894 9,316 4,864 6,518

Composition of Employee based on Education 31 August 2009 31 December 2008 31 December 2007 31 December 2006 The The The The No Level Subsidia Subsidia Subsidia Subsidia Compan Compan Compan Compan ries ries ries ries y y y y 1 S-3 1 - 2 S-2 21 4 9 4 8 1 5 2 3 S-1 167 363 182 301 118 250 125 246 4 Diploma 79 129 85 60 37 80 36 84 5 ≤ SMA 4,431 11,955 5,237 13,207 4,731 8,985 4,698 6,186 Total 4,699 12,451 5,513 13,572 4,894 9,316 4,864 6,518

Composition of Employee based on Age 31 August 2009 31 December 2008 31 December 2007 31 December 2006 No Age The Subsidia The Subsidia The Subsidia The Subsidia Company ries Company ries Company ries Company ries 1 <= 30 years 625 5,571 963 5,976 982 4,486 1,109 3.522 2 30 – 45 years 2,580 6,171 2,981 5,872 2,936 3,717 2,886 2.366 3 45 – 55 years 1,483 684 1,559 1,673 971 1,065 865 589 > 55 years 11 25 10 51 5 48 4 41 Total 4,699 12,451 5,513 13,572 4,894 9,316 4,864 6,518

66 Composition of Employee based on Period of Work 31 August 2009 31 December 2008 31 December 2007 31 December 2006 The The The The No Period of Work Subsidia Subsidia Subsidia Subsidia Compan Compan Compan Compan ries ries ries ries y y y y 1. 0-5 years 1,774 2,977 2,293 2,497 1,745 1,845 1,782 1,879 2 5 – 10 years 2,757 3,555 3,011 3,342 2,831 1,533 2,200 1,133 3. 10 – 40 years 168 5,919 209 7,633 318 5,929 882 3,506 4. >40 years ------Total 4,699 12,451 5,513 13,572 4,894 9,316 4,864 6,518

Total Company’s employees as of 31 August 2009 are 17,150 people consisting of 12,266 permanent employees and 4,884 contract employees (including therein 3 foreign workers).

As of 31 August 2009, the Company has also employed 3 foreign workers, with remarks as follows:

KITAS IMTA No. Name License Valid License Number Valid Number 1 Gary Anthony Mulligan 2C21JE 5772-H 05-05-2009 to 08-05-2010 kep.03926/MEN/P/IMTA/2009 09-05-2009 to. 05-05-2010 2 Azrul Azwar Latif 2C21JE 6109-H 11-05-2009 to 29-05-2010 kep.03822/MEN/P/IMTA/2009 30-05-2009 to 29-05-2010 3 Howard J. Sargeant 2C21JE 1015-AH 26-08-2009 to 28-08-2010 kep.6109/MEN/P/IMTA/2008 23-8-2008 to 22-8-2009

6. Information on Subsidiaries

The Company has several Subsidiaries, whether the shares are directly or indirectly owned. Hereinbelow the ownership structure of the Company and Subsidiary:

Year of Ownership Subsidiary Location Main Business Activity Operation Percentage Direct share ownership PT Agrowiyana (AGW) Jambi Palm oil plantation 1998 100.00 PT Agro Mitra Madani (AMM) Jambi Palm oil plantation 2004 100.00 West palm oil plantation and oil PT Bakrie Pasaman Plantation (BPP) 1998 99.99 Sumatra processing PT Bakrie Rekin Bio Energy (BRBE) Batam Bio-diesel 70.00 North palm oil plantation and PT Grahadura Leidongprima (GLP) 2000 100.00 Sumatra processing PT Huma Indah Mekar (HIM) Lampung rubber plantation and 1992 100.00 processing PT Nibung Arthamulia (NAM) Palembang rubber plantation result 2002 100.00 processing and trade PT Sumbertama Nusapertiwi (SNP) Jambi palm oil plantation and 2005 100.00 processing BSP Finance B.V. (BSPF) Belanda Investment Management 2006 100.00

Indirect Share Ownership Through GLP Fordway Management Limited (Fordway) BVI Investation 2009 100.00 Through GLP and SNP palm oil plantation and PT Guntung Idamannusa (GIN) Riau 2003 99.98 processing Through HIM rubber plantation and PT Air Muring (AM) Bengkulu 1998 100.00 processing Through NAM Bookwise Investment Limited (Bookwise) BVI Investation 2009 100.00 * directly or indirectly

67 6.1 PT. Agrowiyana (“AGW”)

6.1.1 Brief History

AGW was established on 14 August 1978 based on Notarial Deed No. 7, drawn up before by Ny. Harry Hardjito, S.H. which has been approved by the Ministry of Justice in its decree No. Y.A.5/197/21 dated 24 April 1979 and has been registered at the Clerk Office of Bandung District No. 283 and No. 115 dated 30 July 1983 and 20 March 1984, also has been announced in the State Gazette of the Republic of Indonesia under No.86 dated 26 October 1984, Supplement No. 1030/1984. The Articles of Association of AGW has been amended several times. One of the amendments was Deed No. 91 dated 19 May 1999, drawn up before Agus Madjid, S.H., Notary in Jakarta in relation with the increasing of AGW’s authorized capital and the issue and paid-up capital and the changes on capital structure. The latest amendment on the Articles of Association of AGW is based on Deed dated 15 August 2008 No. 211 drawn up before Sutjipto, S.H., Notary in Jakarta, which deed has obtained Approval from the Minister of Law and Human Rights of the Republic of Indonesia dated 24 October 2008 No. AHU-78034.AH.01.02 Year 2008.

6.1.2 Business Activity

AGW’s business activity is in palm oil plantation sector. AGW’s palm oil plantation is located in Tungkal Ulu, Jambi.

6.1.3 Share Ownership

Currently, the capital structure and composition of AGW’s shareholders is as follows: Nominal Value Rp 1,000,000 per share Shareholders Number of Nominal Value (Rp) % Shares Authorized Capital 40,000 40,000,000,000

Issued and Paid- up Capital:

PT Bakrie Sumatera Plantations Tbk. 23,035 23,035,0000,000 99.93 PT Bakrie Pasaman Plantations 15 15,000,000 0.07 Issued and Paid-up Capital 23,050 23,050,000,000 100.00% Shares in Portfolio 16,950 16,950,000,000

6.1.4 Management and Supervision

Currently, the composition of AGW’s commissioners and directors is as follows:

Board of Commissioners: Commissioner : Ambono Janurianto Commissioner : Gafur Sulistyo Umar

Board of Directors: Director : Hepi Sapirman

6.1.5 Summary of Financial Highlight

The table below describes summary of AGW’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion. (in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Assets Current Assets 128,460 104,611 104,213 22,147 Non – Current Assets 399,791 371,624 190,496 149,717 Total Assets 528,251 476,235 294,709 171,864 Liabilities And Equity

68 Current Liabilities 63,905 61,457 49,681 35,182 Non Current Liabilities 249,828 236,428 117,343 50,605 Total Liabilities 313,733 297,885 167,024 85,787 Equity 214,518 178,350 127,685 86,077 Total Liabilities and Equity 528,251 476,235 294,709 171,864

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Net Sales 198,325 409,881 312,456 159,596 Gross Profit (Loss) 53,409 92,557 79,957 29,798 Operating Profit (Loss) 47,072 80,973 63,858 20,842 Profit (Loss) before Income Tax 49,969 72,850 59,793 20,705 Profit (Loss) before Income Tax 36,168 50,666 41,608 14,396

6.2 PT Agro Mitra Madani (“AMM”)

6.2.1 Brief History

AMM was established on 23 January 2001 based on Notarial Deed No. 2, drawn up before by Susy Susilowaty, S.H. which has been approved by the Ministry of Law and Human Rights of Republic Indonesia in its decree No. C-2033 HT.01.01.TH.2001 dated 12 March 2001. The Articles of Association has been amended several times, recently by the Deed No. 212 dated 15 August 2008, drawn up before Sutjipto, S.H., Notary in Jakarta, approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decree No. C-86290 HT.01.02.TH.2008 dated 14 November 2008 and the amendment to AMM’s Articles of Association has been made for adjustment to Law No. 40 of 2007 regarding Limited Liability Company.

6.2.2 Business Activity

AMM engaged in general trade, construction, service and industry sectors. Currently, AMM engaged in palm oil and palm kernel making and distribution with manufacturer located at Telanai Indah Estate Block F No. 6, Jl. A. Thalib Telanaipura, Jambi 36124, Sumatera, Indonesia. AMM commenced its commercial business activity as of January 2001.

6.2.3 Share Ownership

Currently, the capital structure and composition of AMM’s shareholders is as follows: Nominal Value Rp 1,000,000 per share Shareholders Number of Nominal Value (Rp) % Shares Authorized Capital 7,500 7,500,000,000 Issued and Paid- up Capital: PT Bakrie Sumatera Plantations Tbk. 6,375 6,375,000,000 85.00 PT Agrowiyana 1,125 1,125,000,000 15.00 Issued and Paid-up Capital 7,500 7,500,000,000 100.00 Shares in Portfolio - -

6.2.4 Management and Supervision

Currently, the composition of AMM’s commissioners and directors is as follows:

Board of Commissioners:

President Commissioner : Ambono Janurianto Commissioner : Gafur Sulistyo Umar

69 Board of Directors: Director : Hepi Sapirman

6.2.5 Summary of Financial Highlight

The table below describes summary of AMM’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion. (in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Assets Current Assets 60,059 44,311 84,244 19,084 Non – Current Assets 197,389 163,357 104,528 70,058 Total Assets 257,448 207,668 188,771 89,141 Liabilities And Equity Current Liabilities 141,729 91,164 95,877 5,355 Non Current Liabilities 65,729 75,421 65,887 69,258 Total Liabilities 207,459 166,585 161,764 74,613 Equity 49,989 41,083 27,008 14,528 Total Liabilities and Equity 257,448 207,668 188,771 89,141

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Net Sales 190,866 384,346 269,150 153,947 Gross Profit (Loss) 18,209 43,365 34,510 15,808 Operating Profit (Loss) 11,240 34,291 26,682 7,365 Profit (Loss) before Income Tax 12,221 20,241 17,788 6,056 Net Profit (Loss) 8,906 14,075 12,480 3,629

6.3 PT. Bakrie Pasaman Plantation (“BPP”)

6.3.1 Brief History

BPP was established based on Notarial Deed No. 9 dated 11 January 1991, and Revised Deed No. 53 dated 19 August 1991, both were drawn up before by Amrul Partomuan Pohan, S.H., LL.M which has been approved by the Ministry of Justice in its decree No. C2.5246.HT.01.01.Th.1992 dated 27 June 1992 and has been registered at the Clerk Office of Lubuk Sikaping, No. 01/X/Pend./PT/PN-LBS/1992 and No. 02/X/Pend./PT./PN- LBS/1992 dated 27 October 1992, also has been announced in the State Gazette of the Republic of Indonesia under No.101 dated 17 December 1993, Supplement No. 6012/1993. The Articles of Association of BPP has been amended several times. The latest amendment by the Deed dated 24 November 2009 No. 157, drawn up before Sutjipto, S.H., Notary in Jakarta, such deed have been approved by the Ministry of Law and Human Rights of the Republic of Indonesia dated 22 December 2008 No. AHU- 98516-AH.01.02.TH.2008 and has been registered at the Company Registration No. AHU-0124073.AH.01.09.Year 2008, dated 22 December 2008 as well as already registered with the Clerk Office of West Pasaman District TDP No. 510/511/VIII-2009 dated 25 August 2009.

6.3.2 Business Activity

BPP is enganged in palm oil plantation and processing industry. The palm oil plantation of BPP is located in Air Batam and Sungai Aur, Pasaman, West Sumatera, with total area of 5,350 Ha and 4,370 Ha and useful life of HGU until 2038 and 2029 respectively.

6.3.3 Share Ownership

Currently, the capital structure and composition of BPP’s shareholders is as follows: Nominal Value Rp 5,000,000 per share Shareholderss Number of Nominal Value (Rp) % Shares Authorized Capital 34,000 170,000,000,000 Issued and Paid-up Capital: PT Bakrie Sumatera Plantations Tbk. 33,420 167,100,000,000 99.76 PT Huma Indah Mekar 80 400,000,000 0.24 Issued and Paid-up Capital 33,500 167,500,000,000 100.00 Shares in Portfolio 500 2,500,000,000

6.3.4 Management and Supervision

Currently, the composition of BPP’s commissioners and directors is as follows:

Board of Commissioners:

President Commissioner : Soedjai Kartasasmita Commissioner : Ambono Janurianto Commissioner : Gafur Sulistyo Umar

Board of Directors : Director : Edy Sukamto

6.3.5 Summary of Financial Highlight

The table below describes summary of BPP’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion. (in million Rupiah) 31 December Description 31 August 2008 2007 2006 Assets Current Assets 19,646 42,195 51,766 46,923 Non – Current Assets 681,069 593,686 394,822 333,564 Total Assets 700,715 635,881 446,589 380,487 Liabilities And Equity Current Liabilities 71,199 51,583 34,317 29,940 Non Current Liabilities 180,235 185,540 113,807 107,374 Total Liabilities 251,434 237,123 148,124 137,314 Equity 449,281 398,758 298,465 243,173 Total Liabilities and Equity 700,715 635,881 446,589 380,487

(in million Rupiah) 31 December Description 31 August 2008 2007 2006 Net Sales 214,425 440,915 283,298 188,244 Gross Profit (Loss) 80,996 238,570 124,605 50,274 Operating Profit (Loss) 69,223 172,014 91,775 31,173 Profit (Loss) before Income Tax 72,051 143,342 78,445 31,124 Net Profit (Loss) 50,523 100,293 55,292 21,891

6.4 PT Bakrie Rekin Bio Energy (“BRBE”)

6.4.1 Brief History

BRBE was established on 2 August 2006 based on Notarial Deed No. 27, drawn up before by Aulia Taufani, S.H. which has been approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its decree No. W7-03028 HT.01.01-

71 TH.2006 dated 28 November 2006. The Articles of Association was amended by the Deed No. 117 dated 26 March 2007, drawn up before Aulia Taufani, S.H., substitute for Notary Sutjipto, S.H., in relation to the change of Company’s domicile. Those amendment of Deed has been approved and reported at The database of Legal Entity Administration system (SISMINBAKUM) Department of Law and Human Rights of the Republic of Indonesia with No. W7-HT.01.04-5947 dated 27 April 2007, recently amended by the Deed dated 15 August 2008 No. 222, drawn up before Sutjipto, S.H., Notary in Jakarta, which deed has obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia dated 5 December 2008 No. AHU-93763.AH.01.02.Year 2008.

BRBE has domicile in Wisma Tugu 2, 4th Floor, Jl. HR. Rasuna Said, Kav. C-7, Jakarta. While the plant is located in Kabil, Batam.

6.4.2 Business Activity

BRBE’s main business activity is in palm oil plantation result processing sector producing bio diesel and crude glycerine. Currently, BRBE is still in development phase and not yet operated commercially.

6.4.3 Share Ownership

Currently, the capital structure and composition of BRBE’s shareholders is as follows: Nominal Value Rp 1,000,000 per share Shareholderss Number of Nominal Value % Shares (Rp) Authorized Capital 4,000 4,000,000,000 Issued and Paid- up Capital: 2,800 2,800,000,000 70.00 PT Bakrie Sumatera Plantations Tbk. 1,200 1,200,000,000 30.00 PT Rekayasa Industri 4,000 4,000,000,000 100.00 Issued and Paid-up Capital 1,000 1,000,000,000 100.00 Shares in Portfolio 3,000 3,000,000,000

6.4.4 Management and Supervision

Currently, the composition of BRBE’s commissioners and directors is as follows:

Board of Commissioners:

President Commissioner : Ambono Janurianto Commissioner : Saut Poltak Halomoan Simanjuntak Commissioner : Harry M. Nadir

Board of Directors: President Director : M. Iqbal Zainuddin Director : Soeseno Suparman Director : Djati Poetryono

6.4.5 Summary of Financial Highlight

The table below describes summary of BRBE’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion. (in million Rupiah) 31 December Description 31 August 2008 2007 2006 Assets Current Assets 648 657 2,180 - Non – Current Assets 35,092 35,131 26,048 - Total Assets 35,740 35,788 28,228 - Liabilities And Equity

72 Current Liabilities 6,982 7,572 6,547 - Non Current Liabilities 24,419 24,882 18,349 - Total Liabilities 31,401 32,454 24,896 - Equity 4,339 3,334 3,332 - Total Liabilities and Equity 35,740 35,788 28,228 -

(in million Rupiah) 31 December Description 31 August 2008 2007 2006 Net Sales - - - - Gross Profit - - - - Operating Profit (45,232) - (747,854) - Profit before Income Tax 1,005,446 1,970 (917,036) - Net Profit 1,005,446 1,970 (640,125) -

6.5 PT Grahadura Leidongprima (“GLP”)

6.5.1 Brief History

GLP was established as a non facility limited liability company according to and by virtue of the Indonesian Law, having its domicile in Medan, of which the deed of establishment has been publicized in the State Gazette of the Republic of Indonesia No. 48 dated 14 June 1996, Supplement No. No. 5405/1996.

GLP changed its status to become a limited liability company for Domestic Investment by virtue of the Approval of Head of BKPM as stated in the Approval of PMDN No. 143/I/PMDN/1996 dated 9 February 1996.

The latest amendment to GLP’s Article of Association is based on the Deed of Declaration of GLP’s Shareholderss Resolution regarding Amendment to Articles of Association No. 217 dated 15 August 2008, drawn up before Sutjipto, S.H., Notary in Jakarta, GLP’s GMS has approved the amendment to GLP’s Articles of Association for adjustment to the Law No. 40 of 2007 regarding Limited Liability Company, as already rectified and re-stated based on the Deed of Amendment to Articles of Association No. 52 dated 10 July 2009, drawn up before Aulia Taufani, S.H., as substitute for Sutjipto, S.H., Notary in Jakarta.

The Deed No. 52 dated 10 July 2009 has been approved by Minister of Law and Human Rights of the Republic of Indonesia with Decree No. AHU-37648AH.01.02.TH.2009 dated 6 August 2009, registered in Company Registration held by the Minister of Law and Human Rights of the Republic of Indonesia under No. AHU-0049850.AH.01.09.Year 2009 on 6 August 2009. Such amendment was become effective on 6 August 2009.

6.5.2 Business Activities

GLP is engaged in oil palm plantations and palm oil processing industry. GLP has processing facility consisting of the land at extent of 7,905 Ha in Labuan Batu area, at processing capacity of 60 tons/hour. GLP was operated commercially since 2003.

GLP also has share ownership in Fordway.

6.5.3 Share Ownership

Currently, the capital structure and composition of GLP’s shareholders is as follows:

Nominal Value Rp 1,000,000 per share Shareholderss Number Nominal Value (Rp) % of Shares Authorized Capital 3,038,124 3,038,124,000,000

73 Issued and Paid- up Capital: PT Bakrie Sumatera Plantations Tbk. 759,521 759,521,000,000 99.99 PT Sumbertama Nusapertiwi 10 10,000,000 0.01 Issued and Paid-up Capital 759,531 759,531,000,000 100.00 Shares in Portfolio 2,278,593 2,278,593,000,000

6.5.4 Management and Supervision

Currently, the composition of GLP’s commissioners and directors is as follows:

Commisioner Commisioner : Harry M. Nadir

Director Director : Deni Abdullah

6.5.5 Summary of Financial Highlight

The table below describes summary of GLP’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion.

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Assets Current Assets 112,916 101,343 186,767 9,637 Non – Current Assets 1,349,757 1,019,877 682,128 260,134 Total Assets 1,462,673 1,121,220 868,895 269,771 Liabilities And Equity Current Liabilities 200,540 210,810 280,263 73,664 Non Current Liabilities 567,654 227,388 36,873 177,368 Total Liabilities 768,194 438,198 317,136 251,032 Equity 694,479 683,022 551,759 18,739 Total Liabilities and Equity 1,462,673 1,121,220 868,895 269,771

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Net Sales 79,695 251,111 182,829 147,897 Gross Profit 32,570 33,400 6,288 (1,820) Operating Profit 24,034 18,393 (8,595) (12,832) Profit before Income Tax 27,967 (24,498) 42,049 (20,176) Net Profit 15,760 (15,974) 33,020 (15,311)

6.5.6 Information on GLP’s Subsidiary GPL has 100.00% direct ownership in Fordway Management Limited (“Fordway”) and 99.97% in PT Guntung Idamannusa (“GIN”). Hereinbelow the remarks on Fordway and GIN:

a. Fordway Management Limited (“Fordway”)

Brief History Based on the Certificate of Incorporation, Fordway was established by virtue of the Law of British Virgin Islands as BVI Business Company under No. 1547984 dated 15 September 2009.

74 Business Activities Based on the Memorandum of Articles of Association dated 15 September 2009, by virtue of the law of British Virgin Islands, Fordway may run its business activity as follows:

(a) Fordway has fully capacity to run all business activities and carry out transaction; and

(b) There is no restriction in the scope of business that can be carried out by Fordway.

Share Ownership Based on the Certificate of Incumbency signed on 13 October 2009 and Shares Register, GLP is the holder of 100% shares of Fordway or 10,000 shares at nominal value of US$ 1 per share thereby totaling US$ 10,000.00

Management and Supervision Based on the Certificate of Incumbency and Register of Directors, the latest composition of Fordway’s Board of Directors is as follows:

Commisioner Commisioner : Ambono Janurianto

Director Director : Harry Muhammad Nadir b. PT Guntung Indamannusa (“GIN”)

Brief History GIN has domicile in Jakarta, a limited liability company established based on and by virtue of Law of the Republic of Indonesia by virtue of the Deed No. 68 dated 11 September 1990 as amended by the Deed of Amendment No. 15 dated 4 December 1993 and then amended by the Deed No. 3 dated 4 April 1994, which all of the three Deeds are drawn up before Winanto Wiryomartani, S.H., Notary in Jakarta, such deeds have been approved by Minister of Justice of the Republic of Indonesia with Decree No. C2-9454 HT.01.01 Year 1994 dated 20 June 1994 and has been registered in the Secretariat Office of Tembilahan District Court dated 10 February 1995 respectively with No. 04/PT/1995/PN.TBH and No. 05/PT/1995/PN.TBH and announced in the State Gazette of the Republic of Indonesia No. 18 dated 1 March 1996, Supplement No. 2173. GIN’s Articles of Association has been amended several times. The last amendment was by Notarial Deed No. 218 dated 15 August 2009 drawn up before Sutjipto, S.H., regarding amendment to entire Company’s Articles of Association for adjustment to the Law of the Republic of Indonesia No. 40 of 2007 regarding Limited Liability Company. The amendment has been approved by Minister of Law and Human Rights with Decree No. AHU-80592 AH.01.02-TH.2008 dated 31 October 2008.

Business Activities GIN is engaged in oil palm plantations and oil palm processing industry as well as marketing thereof. GIN started its commercial operation in 2003. GIN has Tanjung Simpang Village, Pelangiran, Indragiri Hilir District.

Share Ownership Currently, the capital structure and composition of GLP’s shareholders is as follows: Nominal Value Rp 10.000.000 per share Shareholdes Number of Amount (Rp) % Shares Authorized Capital 152,516 1,525,160,000,000 Issued and Paid-Up Capital: PT Grahadura Leidongprima 38,119 381,190,000,000 99.9 PT Sumbertama Nusapertiwi 10 100,000,000 0.1 Total Issued and Paid-Up Capital 38,129 381,290,000,000 100.00

75 Shares in Portofolio 114,387 1,143,870,000,000

Management and Supervision

The composition of GIN’s Commissioners and Directors is as follows:

Commissioner Commissioner : Bambang Aria Wisena

Director Director : Lilik Qusairi

Summary of Financial Highlight

The table below describes summary of GIN’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion.

(in million Rupiah) 31 31 December Description August 2008 2007 2006 2009 Assets Current Assets 95,836 71,325 15,278 5,923 Non – Current Assets 710,034 604,748 338,226 228,499 Total Assets 805,870 676,073 353,504 234,422 Liabilities And Equity Current Liabilities 24,120 28,344 2,932 5,033 Non Current Liabilities 441,837 308,631 194,015 172,052 Total Liabilities 465,837 336,975 196,946 177,085 Equity 340,033 339,098 156,557 57,337 Total Liabilities and Equity 805,870 676,073 353,504 234,422

(in million Rupiah) 31 31 December Description August 2008 2007 2006 2009 Net Sales 19,338 35,022 16,518 1,106 Gross Profit 8,057 17,226 5,965 (1,818) Operating Profit 5,902 14,486 4,117 (9,664) Profit before Income Tax 4,458 14,307 4,917 (9,644) Net Profit 935 13,275 3,461 (7,111)

6.6 PT Huma Indah Mekar (“HIM”)

6.6.1 Brief History

HIM was established based on the Deed No. 8 dated 8 February 1980, and Deed of Amendment No. 6 dated 6 May 1980, both are drawn up before by Rukmasanti Hardjasatya, S.H., Notary in Jakarta. This Deed has been approved by the Ministry of Justice in its decree No. Y.A.5/258/2 dated 26 May 1980 and has been registered at the Clerk Office of Jakarta No. 2962 and No. 2963 dated 2 June 1980, also has been publicized in the State Gazette of the Republic of Indonesia under No.71 dated 2 September 1980, Supplement No. 667/1980. HIM’s Articles of Association has been amended several times. The latest amendment was by the Deed dated 15 August 2008 No. 213, drawn up before Sutjipto, S.H., Notary Public in Jakarta, which deed have been approved by the Ministry of Law and Human Rights of the Republic of Indonesia dated 30 October 2008 No. AHU.79657 AH.01.02.Year.2008.

76 6.6.2 Business Activity

HIM is engaged in rubber plantation and processing industry sector. On 31 August 2009, the plantation area owned by HIM was 4,189 Ha at the planted area extent 3,684 Ha. HIM was operated commercially in 1992. The rubber plantation and plant of Him is located in Tulang Bawang Tengah Sub District, Menggala District, Lampung Province at extent of 4,407 Ha at useful life of HGU until 2010 and 2019.

HIM has domicile in Wisma Bakrie 2, 15th Floor, Jl. HR. Rasuna Said Kav. B-2, Jakarta, while its plantation and plant is located in Tulang Bawang Tengah Sub District, Menggala District, Lampung Province.

6.6.3 Share Ownership

Currently, the capital structure and composition of HIM’s shareholders is as follows: Nominal Value Rp 1.000.000 per share Shareholdes Number of Amount (Rp) % Shares Authorized Capital 12,000 12,000,000,000 Issued and Paid- up Capital: Company 11,189 11,189,000,000 96.55 AGW 400 400,000,000 3.45 Issued and Paid-up Capital 11,589 11,589,000,000 100.00 Shares in Portfolio 411 411,000,000

6.6.4 Management and Supervision

Currently, the composition of HIM’s commissioners and directors is as follows:

Board of Commissioners: President Commissioner : Ambono Janurianto Commissioner : Gafur Sulistyo Umar

Board of Directors: Director : Darwin Daud

6.6.5 Summary of Financial Highlight

The table below describes summary of HIM’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion.

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Assets Current Assets 47,411 74,093 56,406 79,993 Non – Current Assets 283,906 219,378 145,650 105,380 Total Assets 331,317 293,471 202,056 185,373 Liabilities And Equity Current Liabilities 26,236 31,397 15,403 30,304 Non Current Liabilities 47,184 43,032 35,306 47,524 Total Liabilities 73,420 74,429 50,709 77,828 Equity 257,897 219,042 151,347 107,545 Total Liabilities and Equity 331,317 293,471 202,056 185,373

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Net Sales 88,487 12,157 109,270 101,388 Gross Profit 46,581 84,171 58,602 70,989

77 Operating Profit 38,479 61,445 36,057 57,024 Profit before Income Tax 51,609 83,020 53,967 79,470 Net Profit 38,855 67,695 43,802 61,167

6.6.6 Information on HIM’s Subsidiary

Hereinbelow information on PT. Air Muring (“AM”) as HIM’s Subsidiary:

Brief History

AM was established based on the Deed No. 57 on 16 August 1994, drawn up before by Ny. Rahmah Arie Soetardjo, S.H., Notary in Jakarta which has been approved by the Ministry of Justice in its decree No. C2-16390.HT.01.01.TH.94 dated 1 November 1994 and has been registered at the Clerk Office of South Jakarta District No. 965/A.PT/HKM/1994/PN.JAK.SEL. dated 11 November 1994, also has been announced in the State Gazette of the Republic of Indonesia under No.11 dated 7 February 1995, Supplement No. 1145/1995. The Articles of Association of AM has been amended several times. The latest amendment was by the Deed dated 18 August 2008 No. 214, drawn up before Sutjipto, S.H., Notary in Jakarta and those deeds have been approved by the Ministry of Law and Human Rights of the Republic of Indonesia dated 17 October 2008 No. AHU-74978.AH.01.02.Year 2008.

Business Activity

Currently, AM is engaged in rubber plantations and its processing. Based on HGU certificate No. 40 dated 21 Juni 1996, AM has Building Rights on Land for the land at extent of 363.9 Ha and useful life of HGU due on 20 June 2026. AM’s rubber plantation and plant is located in Air Muring Village, Putri Hijau Sub District, Bengkulu Utara District, Bengkulu Province. AM was operated commercially in July 1997.

Share Ownership

Currently, the capital structure and composition of AM’s shareholders is as follows: Nominal Value Rp 709,456.30 per share Shareholdes Number of Amount (Rp) % Shares Authorized Capital 10,000 7,094,563,000 Issued and Paid- up Capital: HIM 9,990 7,087,468,437 99.90 Company 10 7,094,563 0.10 Issued and Paid-up Capital 10,000 7,094,563,000 100.00 Shares in Portfolio - - 100.00

Management and Supervision

Currently, the composition of AM’s commissioners and directors is as follows:

Board of Commissioners: President Commissioner : Ambono Janurianto Commissioner : Gafur Sulistyo Umar

Board of Directors: Director : Darwin Daud

Summary of Financial Highlight

The table below describes summary of AM’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006,

78 which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion. (in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Assets Current Assets 24,968 44,487 48,976 12,000 Non – Current Assets 186,728 92,143 27,802 36,747 Total Assets 211,696 136,630 76,778 48,747 Liabilities And Equity Current Liabilities 5,583 10,981 6,242 7,394 Non Current Liabilities 102,766 32,032 9,901 2,628 Total Liabilities 108,349 40,013 16,142 10,022 Equity 103,1347 93,617 60,636 38,725 Total Liabilities and Equity 211,696 136,630 76,378 48,747

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Net Sales 31,920 72,435 53,576 46,017 Gross Profit 18,064 49,598 35,873 32,342 Operating Profit 13,708 43,845 30,753 28,669 Profit before Income Tax 13,711 47,562 31,453 28,539 Net Profit 9,730 32,981 21,911 19,971

6.7 PT Nibung Arthamulia (“NAM”)

6.7.1 Brief History

NAM was established based on the Deed No. 18 dated 3 June 1994, drawn up before by Heniwati Ridwan, S.H. Notary in Palembang, which has been approved by the Minister of Justice of the Republic of Indonesia in his decree No. C2-15779.HT.01.01.TH.94 dated 20 October 1994 and has been announced in the State Gazette of the Republic of Indonesia under No. 5 dated 17 January 1995, Supplement No. 419/1995. NAM’s Articles of Association has been amended several times. The latest amendment of Articles of Association is Deed No. 215 drawn up before Notary Sutjipto, S.H., dated 15 August 2008 in relation to the adjustment to the Law on Limited Liability Company No. 40 of 2007 and has been approved by the Minister of Law and Human Rights through his Decree No. AHU-79655.AH.01.02.Year 2008 dated 30 October 2008 as well as publicized in the Official Gazette No. 8223 Supplement No. 23 dated 20 March 2009.

6.7.2 Business Activity

Currently, NAM’s main business activity is engaged in rubber processing and trading. The main business activity is included in the scope of business as described in NAM’s Articles of Association. NAM has domicile in Nibung, Musi Rawas Sub District, Lubuk Linggau, Palembang Province. NAM commenced its operation commercially since 2002.

NAM also has shares ownership in Bookwise.

6.7.3 Share Ownership

The capital structure and composition of NAM’s shareholders is as follows: Nominal Value Rp 1,000,000 per share Shareholdes Number of Amount (Rp) % Shares Authorized Capital 3,000 3,000,000,000 Issued and Paid- up Capital: 2,700 2,700,000,000 90.00 PT Bakrie Sumatera Plantations Tbk. 300 300,000,000 10.00 PT Huma Indah Mekar 3,000 3,000,000,000 100.00 Issued and Paid-up Capital - - 100.00 Shares in Portfolio - - 100.00

79 6.7.4 Management and Supervision

The composition of NAM’s commissioners and directors is as follows:

Board of Commissioners: President Commissioner : Harry M. Nadir Commissioner : M. Iqbal Zainuddin

Board of Directors: Director : Dwi Hartono

6.7.5 Summary of Financial Highlight

The table below describes summary of NAM’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion.

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Assets Current Assets 45,787 48,397 39,638 13,367 Non – Current Assets 58,320 31,666 11,080 6,093 Total Assets 104,107 80,063 50,718 19,460 Liabilities And Equity Current Liabilities 21,972 66,907 39,062 15,140 Non Current Liabilities 73,177 1,558 4,498 1 Total Liabilities 95,149 68,465 43,561 15,141 Equity 8,958 11,598 7,158 4,319 Total Liabilities and Equity 104,107 80,063 50,718 19,460

6.7.6 Information on Subsidiary of NAM

Hereinbelow information on Bookwise Investment Limited (“Bookwise”) as NAM’s Subsidiary;

Brief History

Based on the Certificate of Incorporation, Bookwise was established in British Virgin Islands area as BVI Business Company under No. 1525077 on 18 March 2009.

Business Activity

Based on the Memorandum of Articles of Association of Bookwise dated 18 March 2009, by virtue of the law of British Virgin Islands, Bookwise is able to run its business activity as follows:

(a) Bookwise has full capacity to carry out all business activities and carry out transaction.

80 (b) There is no restriction in the scope of business that can be carried out by Bookwise.

Share Ownership

Based on the Certificate of Incumbency signed on 1 October 2009 and Shares Register, NAM is the holder of 100% shares of Bookwise or 10,000 shares at nominal value of US$ 1 per share thereby totaling US$ 10,000.00

Management and Supervision

Based on the Certificate of Incumbency and Register of Directors, the latest composition of Bookwise’s Board of Directors is as follows: 1. Ambono Janurianto 2. Harry Muhammad Nadir 3. Spade Secretary Limited

6.8 PT Sumbertama Nusapertiwi (“SNP”)

6.8.1 Brief History

SNP was established based on the Deed of Establishment No. 15 dated 18 January 1994, drawn up before by Neneng Salmiah, S.H. Notary in Jakarta, which has been approved by the Ministry of Justice of the Republic of Indonesia in his decree No. C2- 10.155.HT.01.01.TH.94 dated 2 July 1994 and has been registered at the Clerk Office of West Jakarta on 23 September 2003 under No. 4109/RUB.09-02/IX/2003, and also has been announced in the State Gazette of the Republic of Indonesia under No.10 dated 3 February 2004, Supplement No. 1322/2004. SNP’s Articles of Association has been amended several times. The latest amendment was by the Notarial Deed No. 216 dated 15 August 2008, drawn up before Sutjipto, S.H. regarding the amendment to company’s Articles of Association for the adjustment to the Law No. 40 of 2007 on Limited Liability Company. Such amendment has been approved by the Minister of Law and Human Rights through his Decree No. AHU-80569.AH.01.02.Year 2008 dated 31 October 2008.

6.8.2 Business Activity

SNP is engaged in palm oil plantation and its processing. SNP’s Oil Palm plantation is located in Arang-arang Village and SNP’s Oil Palm Processing is in Parit Village. Both villages are located in Kumpeh Ulu Sub-District, Muaro Jambi Regency, Jambi Province. SNP has plantation area with planted area of 4,138 Ha and PKS has installed capacity of 30 tonnes per hour. Palm oil plant has operated commercially since 1 September 2005.

6.8.3 Share Ownership

The capital structure and shareholders composition of SNP is as follows:

Nominal Value Rp 1,000,000 per share Shareholdes Number of Amount (Rp) % Shares Authorized Capital 185,520 185,520,000,000 Issued and Paid- up Capital: PT Bakrie Sumatera Plantations Tbk. 185,510 185,510,000,000 99.99 PT Huma Indah Mekar 10 10,000,000 0.01 Issued and Paid-up Capital 185,520 185,520,000,000 100.00 Shares in Portfolio - - 100.00

6.8.4 Management and Supervision

The composition of SNP’s Commissioners and Directors is as follows:

81 Board of Commissioner: Commissioner : Bambang Aria Wisena

Board of Directors: Director : Hepi Sapirman

6.8.5 Summary of Financial Highlight

The table below describes summary of SNP’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion. (in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Assets Current Assets 20,952 26,619 65,730 4,055 Non – Current Assets 345,291 288,660 246,242 184,725 Total Assets 366,243 315,280 311,972 188,781 Liabilities And Equity 45,363 30,810 41,980 129,849 Current Liabilities 91,134 65,061 82,614 245 Non Current Liabilities 136,497 95,870 124,593 130,094 Total Liabilities 229,746 219,409 187,379 58,687 Equity 366,243 315,280 311,972 188,781 Total Liabilities and Equity 104,107 80,063 50,718 19,460

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Net Sales 142,503 186,142 118,542 56,185 Gross Profit 26,279 32,803 12,186 (4,161) Operating Profit 22,580 27,705 11,031 (6,900) Profit before Income Tax 22,865 32,396 15,217 (14,426) Net Profit 10,337 32,030 11,693 (10,327)

6.9 BSP Finance B.V. (“BSPF”)

6.9.1 Brief History

BSPF is a limited liability company, established and by virtue of the law of Netherland. BSPF was established on 12 September 2006 and has domicile in Amsterdam, the Netherland, owned entirely by the Company.

6.9.2 Business Activity

BSPF constitutes special company established in the interest of issue of Senior Notes (investment management).

6.9.3 Share Ownership

BSPF’s shares are issued in EURO Currency.

BSPF’s subscribed capital is EUR 90,000 (Euro ninety thousand), divided into 90,000 (ninety thousand) ordinary shares with nominal value of EUR 1 (Euro one) per share. 100% shares of BSPF are owned by the Company.

6.9.3 Management and Supervision

The composition of BSPF’s Board of Directors is:

Board of Directors Director : TMF Management B.V

82 Director : Alexander Jean Hooft van Huysduynen

6.9.5 Summary of Financial Highlight

The table below describes summary of BSPF’s financial highlight data for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion. (in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Assets Current Assets 6,569 3,567 3,351 2,505 Non – Current Assets 160,905 160,678 160,346 108,992 Total Assets 167,474 164,245 163,697 111,497 Liabilities And Equity 5,749 3,231 3,195 2,503 Current Liabilities 159,674 159,437 158,977 107,892 Non Current Liabilities 165,423 162,668 162,172 110,395 Total Liabilities 2,051 1,936 1,756 1,102 Equity 167,474 164,245 163,697 111,497 Total Liabilities and Equity 104,107 80,063 50,718 19,460

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Net Sales 12,067 18,095 17,067 2,570 Gross Profit 241 346 326 49 Operating Profit 142 199 166 (11) Profit before Income Tax - 214 187 (11) Net Profit 142 180 154 (21)

83 7. Ownership Relationship, Management and Supervision of the Company and Legal Entity Shareholderss

Remarks: * = Associated company of which the financial statement is not consolidated to the Company’s and Subsidiary’s Consolidated Financial Statement.

84 Table on Management and Supervision Relation of Company and Subsidiary

Names The Company AGW AM AMM BPP BRBE BSPF HIM NAM SNP GLP GIN Soedjai Kartasasmita KU,KI - - - KU ------Bungaran Saragih KI ------Gafur Sulistyo Umar K K K K K - - K - - - - Yuanita Rohali K ------Ambono Janurianto DU KU KU KU K KU - KU - - - - Harry M. Nadir D - - - - K - - KU - K - Bambang Aria Wisena D ------K - K Howard J. Sargeant D ------M. Iqbal Zainuddin D - - - - DU - - K - - - Darwin Daud - - D - - - - D - - - - Djati Poetryono - - - - - D ------Soeseno Suparman - - - - - D ------Saut Poltak H Simanjuntak - - - - - K ------TMF Management B.V. ------D - - - - - Alexander Jean Hooft van ------D - - - - - Huysduynen Edy Sukamto - - - - D ------Hepi Sapirman - D D - - - - - D - - Dwi Harono ------D - - - Lilik Qusairy ------D Deni Abdullah ------D -

Notes :

KU : President Commissioner KI : Independent Commissioner D : Director K : Commissioner DU : President Director

85 8. Important Agreements In running its business activity, the Company and subsidiary entered into several important agreements with third parties, namely as follows: No Agreement Parties General Provisions Validity Term

BSP 1 Indenture dated 17 1. BSPF as Issuer; This Indenture was made in relation Due on 1 October 2006, as amended 2. Company, AGW, AMM, to the issue of Senior Secured Notes November by the First Supplemental AM, BPP and HIM as amounting to US$ 110,000,00 at 2011 Indenture dated 7 March Guarantor interest rate 10.75%. Then, through 2007 and lastly amended 3. The Bank of New of York the First Supplemental Indenture, by the Second as Trustee, principal BSPF issued the additional Notes Supplemental Indenture paying agent, transfer worth of US$ 50,000,000 and through dated 16 October 2009 agent (“Trustee”); and the Second Supplement Indenture, 4. N.V. Algemeen BSPF issued the additional Notes Nederlands Truskantoor worth of US$ 25,000.00 under the ANT, as Dutch Security terms and conditions same as the Trustee (“Dutch Security Indenture (jointly hereinafter referred Trustee”) to as (“Notes”) 2 US$ 111,100,00 1. Company, as Debtor Based on the Intercompany Loan Expired upon Intercompany Loan 2. BSPF, as Creditor Agreement, BSPF as Creditor the Notes and Agreement dated 17 lending to the Company as the debt has been October 2006, as amended Debtor the fund received by BSPF fully settled by the Amendment from the Notes issue result Agreement to the US$ 111,100,000 Intercompany Loan Agreement dated 7 March 2007 and lastly by the Second Amendment Agreement to the US$ 111,100,000 Intercompany Loan Agreement, dated 16 October 2009 (“Intercompany Loan Agreement”) 3 Guarantee Agreement 1. Company, as Guarantor Based on this Guarantee Agreement Expired upon dated 17 October 2006, as 2. BSPF as Issuer (together with amendment thereto), the Notes and amended by the the Company was act as Guarantor debt has been Amendment Agreement to to BSPF’s obligation to settle the fully settled the Guarantee Agreement Notes based on the Indenture dated 7 March 2007 amounting to total Notes less total capital of BSPF. 4 Shareholderss Agreement 1. Company This Shareholderss Agreement regulates Without time dated 26 June 2007 2. AIRPL; the relation between the Company and limit and expired 3. ARBV; and Investors in relation to the upon the 4. Investors implementation of business activity dissolution of and management of AIRPL and ARBV. AIRPL and ARBV 10 Management Agreement a. ARBV, as Service Manager during the Service 7 years as of dated 26 June 2007 Provider Provision Period shall provide the the Effective b. Company, as Manager information provision service in Date, can be relation to the Acquisition potential. expired at any Such information must be made time by joint agreement available timely to the shareholder’s Board of Directors, Agri International Resources Pte. Ltd 11 Off-take Agreement dated 1. ARBV, as Seller This Agreement is in relation to the 7 years as of 26 June 2007 2. Company, as Buyer sale of all CPO and PK produced by the Effective palm oil plantation owned or will be Date owned by the Seller and/or its affiliate

86 12 Management and 1. GLP GLPO appointed and requested the 5 years and Technical Service 2. Company Company to make available and can be Agreement between GLP, provide the management and renewed PT Esa Citra Buana technical service to carry out the based on the (“ECB”) and Company, plantation and PKS land planning, parties’ agreement dated 18 September 2006, maintenance, processing to GLP as amended by the Amendment to Management and Technical Service Agreement dated 18 January 2007

13 Cooperation Agreement on 1. Dekopin The Parties enter into cooperation to 3 years and development of Biofuel 2. Company carry out the development, can be Industry between the management and trading of biofuel renewed Company and Dekopin industry product as alternative fuel by based on the dated 12 February 2007 using raw material in terms of parties’ agreement coconut, palm oil, corn, cassava, sago and/or jarak.

14 Rubber Off-Take 1. Tong Teik Pte. Ltd. as The Company agrees to sell the 1 February Agreement dated 21 Buyer rubber (Hevea Brasiliensis) to the 2006 to 31 February 2006 2. Company, as Seller Buyer and the Buyer agreed to January 2009, purchase the rubber from the the Company Company. may extend the transportation period until 28 February 2010. 15 Joint Venture Agreement 1. Rekin The Parties agree to establish a Unlimited and Shareholders Agreement 2. Company limited liability company based on the dated 18 April 2006 law of the Republic of Indonesia for domestic investment, named BRBE. The aims and objectives of BRBE: Running bio-diesel green vegetation development at optimum production capacity and product distribution and sale.

GLP 1 Facility Agreement in 1. GLP as Debtor; This agreement was made in relation 12 August 2010 relation to US$ 15,000,000 2. RZB-Austria, Singapore to the working capital credit facility Revolving Loan Facility Branch, as Arranger with total principal US$ 15,000,000 dated 13 August 2007, as 3. RZB-Austria, Singapore (“Credit Facility”), that can be used amended by Supplemental Branch, as Lender through several requests for drawing. Letter No. 1 dated 3 4. RZB-Austria, Singapore Every drawing amounting to August 2009 Branch, as Facility minimum US$ 1,000,000 and Agent multiplication US$ 500,000, or if total 5. RZB-Austria, Singapore Lender commitment available is less Branch, as Offshore than that, then the drawing for such Security Agent amount remaining can be made. 6. SCB, Jakarta Branch, as Onshore Security Agent

87 2 US$ 15,000,000 Term 1. GLP as Debtor; This agreement was made in relation Loan Facility Agreement 2. GIN, as Guarantor to the time capital credit facility with dated 16 September 2009, 3. RZB-Austria, Singapore total principal not exceeding US$ as amended and re-stated Branch, as Lender 15,000,000 (“Credit Facility”) that can based on the 3. RZB-Austria, Singapore be used through several requests for Supplemental Agreement Branch, as Onshore drawing. Such Credit Facility is dated 29 October 2009 Security Agent intended to be used by the Debtor to provide loan to Fordway Management Limited, a company established in the British Virgin Islands to finance the purchase of Notes issued by BSP Finance BV.

9. Information on Fixed Assets

On consolidation basis, the Company through its subsidiaries has fixed assets in terms of land and several facilities supporting the Company’s business activity as follows: No. Description Type of Location Right Area Status Certificate No. Expiry Commodity Holder Date 1. Plantation Rubber and Huta Padang Company 2,714 Ha HGU HGU 31-12- Land Oil Palm Village, North Certificate No. 2020 Sumatera 1/ Huta Padang 2. Rubber Rubber and Kisaran Company 18,517.76 HGU HGU 30-04- Plantation Oil Palm Timur, Ha Certificate No. 2022 Land and Asahan, 2/ Kisaran Processing North Timur Factory and Sumatera PKS 3. Plantation Rubber and Silau Jawa Company 730 Ha HGU HGU 21-10- Land Oil Palm Village, North Certificate No. 2034 Sumatera 2/ Silau Jawa 4. Plantation Rubber and Bandar Pasir Company 202 Ha HGU HGU 21-10- Land Oil Palm Village, Certificate No. 2034 Mandoge, 2/ Bandar Pasir Asahan, Mandoge North Sumatera 5. Plantation Rubber and Bandar Pasir Company 20 Ha HGU HGU 21-10- Land Oil Palm Village, Certificate No. 2034 Mandoge, 3/ Asahan, Bandar Pasir North Mandoge Sumatera 6. Housing Parapat Company HGB Certificate Village, No.63/Parapat Girsang Sipangan Bolon, Simalungun, North Sumatera 7. Housing Company HGB Certificate No.17/ Gonsol 8. Biodiesel Company Certificate No. Manufacturer 605/Kabil Supporting Facility 9. Housing Company Certificate No. 41/Anggrung 10. Plantation Oil Palm Koto Harapan BPP 4,370 Ha HGU HGU 31-12- Land Village, Certificate No. 2029 Pasaman West 1/ Koto Sumatera Harapan 11. Plantation Oil Palm Nagari Aia BPP 5,350 Ha HGU HGU 09-01- Land / PKS Bangih Village, Certificate No. 2038 Pasaman 1/ Aia Bangih West and Parit Sumatera 12. Plantation Oil Palm Tebing AGW 2,715 Ha HGU HGU 14-09-

88 Land Tinggi, Jambi Certificate No. 2031 1/ Tebing Tinggi 13. Plantation Oil Palm Tebing AGW 259 Ha HGU HGU 06-05- Land Tinggi, Jambi 216 Ha Certificate No. 2039 970 Ha 15, 16 and 17/Tebing Tinggi 14. Plantation Oil Palm Tebing AGW 22 Ha HGU HGU 11-02- Land Tinggi, Jambi Certificate No. 2039 11/ Tebing Tinggi 15. Plantation Oil Palm Tebing AGW 504 Ha HGU HGU 06-05- Land Tinggi, Jambi Certificate No. 2039 14/ Tebing Tinggi 16. PKS Oil Palm Tebing AMM 22 Ha HGB HGB Certificate 24-09- Tinggi, Jambi No. 32/ Tebing 2030 Tinggi 17. Rubber Rubber Penumangan, HIM 2,282 Ha HGU HGU Certificate 31-12- Plantation Panaragan No. 27/ 2013 Land and Jaya, Ujung Penumangan, Processing Gunung Udik, Panaragan Factory Lampung Jaya, Ujung Gunung Udik, Lampung 18. Plantation Rubber Ujung HIM 2,125.35 HGU HGU 31-12- Land Gunung Ilir Ha Certificate No. 2019 Panaragan, 16/ Ujung Menggala Gunung Ilir Mas, Bandar Panaragan, Dewa, Menggala Mas, Lampung Bandar Dewa, Lampung 19. Rubber Rubber Air Muring, AM 3,639 Ha HGU HGU 20-06- Plantation Bengkulu Certificate No. 2026 Land and 40/ Air Muring, Processing Bengkulu Factory 20. Rubber Rubber Jadi Mulya, NAM 19,750 HGB HGB Certificate 24-07- Processing South m2 No.01/ Jadi Mulya, 2033 Factory Sumatera South Sumatera 21. Rubber Rubber Jadi Mulya, NAM 10,185 HGB HGB Certificate 24-07- Processing South m2 No.02/ Jadi Mulya, 2033 Factory Sumatera South Sumatera 22. Plantation Rubber Jadi Mulya, NAM 14,495 HGB HGB Certificate 24-07- Land South m2 No.03/ Jadi Mulya, 2033 Sumatera South Sumatera 23. Plantation Rubber Jadi Mulya, NAM 19,495 HGB HGB Certificate 24-07- Land South m2 No.04/ Jadi Mulya, 2033 Sumatera South Sumatera 24. Plantation Rubber Jadi Mulya, NAM 12,685 HGB HGB Certificate 24-07- Land South m2 No. 05/ Jadi 2033 Sumatera Mulya, South Sumatera 25. Plantation Rubber Jadi Mulya, NAM 7,680 m2 HGB HGB Certificate 24-07- Land South No. 06/ Jadi Mulya, 2033 Sumatera South Sumatera 27. Biodiesel Kabil, Nongsa, BRBE 40001 m2 HGB HGB Certificate 26-12- Manufacturer Batam Town, No. 101/Kabil 2036 Plan Riau Islands 32. Oil Palm Lubuk Kempas, GIN 12,547 HGU HGB Certificate 30-09- Plantation Pelanduk, Ha No. 01/Lubuk 2038 Bakau Aceh, Kempas, Batang Tumu, Pelanduk, Lahang Hulu, Llahang Hulu Terusan Kempas, Balanta Raya, Pelangiran, Mandah, Gaung, Indragiri Hilir, Riau 33. Oil palm Tanjung GIN 50.90 Ha HGB HGB Certificate 20-08- plant Simpang, No. 04/ 2038 Pelagiran, Tanjung Indragiri Hilir, Simpang Riau

89 34. Palm oil Suka Rame, GLP 8,323 Ha HGU HGB Certificate 6-02- Plantation Kualuh Hulu, No. 02/ Suka 2038 and Plant Labuhan RLawyeriame Batu, North Sumatera 35. Housing Suka Ramai GLP 48,400 HGB HGB Certificate 24-09- Baru, Kualuh m2 No. 01/ Suka 2027 Hulu, Labuhan Ramai Baru Batu, North Sumatera 36. Housing Sukarame GLP 784 m2 HGB HGB Certificate 8-02- Baru, Kualuh No. 01/ Suka 2021 Hulu, Labuhan Rame Baru Batu, North Sumatera 37. Housing Suka Ramai GLP 43,650 HGB HGB Certificate 24-09- Baru, Kualuh m2 No. 02/ Suka 2027 Hulu, Ramai Baru Labuhan Batu, North Sumatera 38. Housing Sukarame GLP 292 m2 HGB HGB Certificate 8-02- Baru, Kualuh No. 02/ Suka 2021 Hulu, Labuhan Ramai Baru Batu, North Sumatera 39. Housing Suka Ramai GLP 28,975 HGB HGB Certificate 24-09- Baru, Kualuh m2 No. 3/ Suka 2027 Hulu, Labuhan Ramai Baru Batu, North Sumatera 40. Housing Sukarame GLP 92 m2 HGB HGB Certificate 8-02- Baru, Kualuh No. 3/ Suka 2021 Hulu, Rame Baru Labuhan Batu, North Sumatera 41. Housing Sukarame GLP 15,680 HGB HGB Certificate 24-09- Baru, Kualuh m2 No. 4/ Suka 2027 Hulu, Rame Baru Labuhan Batu, North Sumatera 42. Housing Arang-arang, SNP 291 Ha HGU HGU 15-10- Kumpeh Ulu, Certificate No. 2039 Muaro Jambi, 26/ Arang Jambi Arang 43. Plant Parit, SNP 31.04 HGB HGB Certificate 22-03- Kumpeh Ulu, Ha No. 01/ Parit 2035 Muaro Jambi, Jambi 44. SNP Office Tambak Sari, SNP 296 HGB HGB Certificate 2-05- Building Jambi m2 No. 603/ 2025 Selatan, Tambak Sari Jambi Town, Jambi 45. SNP Office Tambak Sari, SNP 290 m2 HGB HGB Certificate 2-05- Building Jambi No. 604/ 2025 Selatan, Tambak Sari Jambi Town, Jambi 46. SNP Office Tambak Sari, SNP 124 m2 HGB HGB Certificate 2-05- Building Jambi No. 605/ 2025 Selatan, Tambak Sari Jambi Town, Jambi

10. Insurance

The Company’s policy relating to the insurance aspect is covered with insurance adequately its assets. Until the issue hereof, the Company has covered part of its assets with insurance among others as follows:

90 Description Type of Insurance Buildings, processing factories, machines and equipments, Industrial All Risk, which include the risk of fire, loss, infrastructures and facilities, and inventories theft, flood, typhoon, lightning, blast, plane crash, loss risk due to the employee strike, riot and loss due to the damage of production machines. Buildings, processing factories, machines and equipments, Include the loss of earthquake, volcano eruption, and infrastructures and facilities, and inventories tsunami. Insurance of vehicles and heavy equipments Loss and accident (all risk) Cash and Cash in transit Insurance for the loss of cash in saving and cash in transit toward the office/payment counter/bank.

The following table describes details of insurance owned by the Company and subsidiaries in the time of this Prospectus published.

BSP Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Parolamas Insurance Motor vehicle 28 Agt 2010 JBI/KBB/007 All Risk Rp 1,360,000,000 39/2009 2 Heavy 31 Dec 2009 All Risk Rp 3,043,106,770 PT Andika Raharja 70D00002/09 equipment Putera Insurance (85%) 01002/P (11 units) 3 PT Allianz Utama Ind. PKS 01 Jan 2010 MDN01-G- Properti All Rp Insurance (55%) PT Kisaran/CPO 0707- Risk 95,168,332,600 Asuransi Tri Pakarta processing 02F0001181 (45%) plant Building, MDN01-Q- Earthquake Rp machines and 0707- Insurance 95,168,332,600 inventory 02F0001181 4 PT Parolamas Insurance Stock and 26 Dec 2009 MDN/PAR/0 Property All $ 2,000,000 and dan PT Sarana inventory 0007/08 Risk Rp 188,212,600 Perkebunan Unggul Insurance MDN/EAQ/ Earthquake $ 2,000,000 and 00012/08 Insurance Rp 188,212,600 5 Motor vehicle 01 Jan 2010 Comprehensi PT Asuransi Allianz JKT00-G- ve+ Utama Ind. Insurance 0801- SRCCTS+AO (75%) 01V0001413 G Insurance Motor vehicle Rp 6.799.825.025 6 PT Jasa Tania Insurance Building, 01 Jan 2010 IP030108000 Industrial All Rp (40%) machine, 7 56 Risk 526,551,028,560 inventory, Insurance dan $ 2,760,000 material and supply (Medan branch) IP030108000 Earthquake Rp 7 57 Insurance 526,551,028,560 7 PT Asuransi Parolamas Money in 19 Jan 2010 JKT/CIT/000 Money Rp 4,800,000,000 transit 10/09 Insurance – per year. Cash In Tansit 8 PT Asuransi Jasa Tania Money in 1 Jan 2010 IP030308000 Cash In Rp 6,000,000,000 transit 0 82 Transit Policy 9 PT Asuransi Jasa Tania Deposit 1 Jan 2010 IP031208000 Cash In Safe Rp 75,000,000 0 19 Policy

91 BPP Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Asuransi Andika Heavy 31 Dec 2009 70D00001/09 All Risk Rp 3,160,000,000 Raharja Putera Insurance equipment 01001/P Insurance (85%) (28 units) 2 PT Cipta Uni Jasa CPO 01 Jan 2010 IP020109000 Earthquake Rp Insurance (Broker) dan Manufacturer 0 32 Insurance 79,227,876,769 PT Jasa Tania Insurance (Building, (55%) machine, equipment and inventory) Industrial All Rp IP020109000 Risk 79,227,876,769 0 31 Insurance 3 PT Jasa Tania Insurance Motor vehicle/ 01 Jan 2010 FP020209000 All Risk Rp 1,000,000,000 non Truck (16 003 units) 4 PT Jasa Tania Insurance Motorcycle 01 Jan 2010 FP020209000 TLO+RSCC Rp 522,450,000 (43 units) 01 Jan 2010 002 Insurance All Rp 32,336,500 Risk Insurance 5 PT Jasa Tania Insurance Motor vehicle 01 Jan 2010 FP020209000 All Risk Rp 280,000,000 /Truck (7 004 Insurance units) 6 PT Asuransi Jasa Tania Money in 1 Jan 2010 IP021209000 Money Rp 8,400,000,000 transit 0 11 Insurance - Cash In Transit Policy

AGW Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Parolamas Insurance Motor vehicle 01 Mar 2009 JBI/KBB/001 All Risk Rp 2,327,925,000 (29 units) 83/2008 Insurance 2 PT Parolamas Insurance Office 13 Agt 2009 JBI/PAR/000 Property All Rp 1,177,150,141 building and 15/2008 Risk Rp 1,177,150,141 equipment JBI/EQ/0001 Insurance 0/2008 Earthquake Insurance 3 PT Parolamas Insurance Office 13 Agt 2009 JBI/BG/0000 Bulgary Rp 93,443,558 furniture 2/2008 Insurance Rp 1,317,038,438 JBI/BG/0000 Bulgary 3/2008 Insurance 4 PT Parolamas Insurance Dwelling 13 Agt 2009 JBI/PAR/000 Property All Rp 9,117,759,762 House & 17/2008 Risk Rp 9,117,759,762 Office JBI/EQ//000 Insurance 12/2008 Earthquake Insurance 5 PT Parolamas Insurance Motor Vehicle 1 Dec 2009 JBI/KBE/000 Total Loss Rp 518,150,000 07/2008 Insurance

AMM Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance Dwelling JBI/EQ/0001 Earthquake 1 PT Parolamas Insurance 13 Agt 2009 Rp 6,687,000,000 House 1/2008 Insurance Property All JBI/PAR/000 Risk Rp 6,687,000,000 16/2008 Insurance

92 2 PT Asuransi Parolamas Plantation 9 Jul 2010 JBI/EQ/0000 Earthquake Rp and Plant 8/09 Policy 116,289,016,749 Insurance JBI/IAR/000 Industrial All Rp 05/09 Risks Policy 116,289,016,749

HIM Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Staco Jasapratama Office 23 Oct 2009 02- Industrial All Rp Insurance building, and N0004111/20 Risk 26,165,490,079 warehouse 08/0/0 02- Insurance Rp building N0004112/20 Earthquake 26,165,490,079 08/0/0 Insurance 2 PT Staco Jasapratama Motor vehicle 23 Oct 2009 02- Comprehensi Rp 657,176,000 Insurance Non truct M0000502/20 ve + TPL + Rp 986,227,000 transportation 08/0/0 Riot motor vehicle 3 PT Staco Jasapratama Motor vehicle 23 Oct 2009 Comprehensi Rp 128,374,000 02- Insurance ve + TPL + dan Rp M0000503/20 Riot 71,000,000 08/0/0 Insurance 4 PT Asuransi Parolamas Money in 1 Jan 2010 MDN/CIT/R Cash In Rp transit .0008/09 Transit 18,000,000,000 5 PT Asuransi Parolamas 1 Jan 2010 MDN/CIS/00 Cash In Safe Rp 1,500,000,000 Deposit 011/08

AM Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Parolamas Insurance Crumb 23 Oct 2009 MDN/EAQ/ Earthquake Rp Rubber R.00004/08 Insurance 11,162,278,019 Factory MDN/IAR/0 Industrial All Rp 0005/08 Risk 11,162,278,019 Insurance 2 PT Parolamas Insurance Motor Vehicle 23 Oct 2009 MDN/KBC/ All Risk + Rp 43.659.200. 00036/08 RSCC Insurance Daihatsu Taft Rp 292,000,000 Rocky & Toy Rp 40,000,000 Mits. Colt FE Rp 1,015,400,000 (6 Unit) Rp 60,000,000 3 PT Parolamas Insurance Motorcycle 23 Oct 2009 MDN/KBE/ All Risk + Rp 123.025.000 (10 unit) 00001/08 RSCC Insurance 4 PT Parolamas Insurance Money delivery 1 January MDN/CIT/0 Cash In Rp 9,600,000,000 from Bank 2010. 0011/08 Transit Policy Pembangunan Daerah Putri Hijau Bengkulu Branch to AMG’s plantation alocation at Jl. Desa Air Muring, Putri Hijau Sub

93 District, Bengkulu. 5. PT Parolamas Insurance Money in AMG operational plantation location at Jl. 1 January MDN/CIS/00 Cash In Safe Desa Air Rp 20,000,000 2010. 014/08 Policy Muring, Putri Hijau Sub District, Bengkulu.

GLP Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Citra International PKS GLP/CPO 31 Dec 2009 00.110.111.0 Industrial All Rp Underwriters Insurance Plant (building, 8. 0033 Risk Ins. 93,231,541,124 machines, 00.110.142.0 Earthquake Rp inventory and 8. 0066 Insurance 93,231,541,124 CPO) 2 PT Staco Jasapratama Motor vehicle 18 Peb 2010 02- Comprehensi Rp 10,090,000 Insurance (2 units) M0000523/20 ve+ TJH+Riot 09/0/0 Insurance 3 PT Staco Jasapratama Motor vehicle 18 Peb 2010 02- Comprehensi Rp 402,426,018 Insurance (Delivery M0000521/20 ve+ TJH+Riot motor vehicle 09/0/0 Insurance 3 units) 4 PT Staco Jasapratama Heavy 18 Feb 2010 02- All Risk + Rp 1,474,880,166 Insurance equipment (8 M0000522/20 SRCC units) 09/0/0 Insurance 5 PT Asuransi Parolamas Money in 1 Jan 2010 MDN/CIT/0 Cash In Rp transit 0010/08 Transit Policy 12,000,000,000 6 PT Asuransi Parolamas Deposit 1 Jan 2010 MDN/CIS/00 Cash In Safe Rp 75,000,000 013/08 Policy

SNP Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Parolamas Insurance CPO Plant 15 Jan 2010 JBI/EQ/0000 Earthquake Rp (PMKS) 2/2009 Insurance 96,219,482,881 (Building, JBI/IAR/000 Industrial All Rp machines, plant 02/2009 Risk 96,219,482,881 equipment, Insurance road, bridge, drainage, furniture, office equipment, inventory and CPO) 2 PT Parolamas Insurance Building, 15 Jan 2010 JBI/EQ/0000 Earthquake Rp 2,464,121,980 machines, plant 3/2009 Insurance equipment, office furniture and equipment JBI/PAR/000 Property All Rp 2,464,121,980 01/2009 Risk Insurance

94 3 PT Parolamas Insurance Motor vehicle 01 Dec 2009 JBI/KBE/000 All Risk Rp 276,000,000 (19 units) 05/2008 Insurance 4 PT Parolamas Insurance Motor vehicle 03 Apr 2009 JBI/KBB/002 All Risk Rp 1,959,000,000 (15 units) 72/2008 Insurance 5 PT Parolamas Insurance Heavy 01 Jun 2009 JBI/HE/0001 All Risk Rp 2,065,000,000 equipment 8/2008, Insurance (10 units) JBI/HE/0001 9/2008, JBI/HE/0002 0/2008, JBI/HE/0002 1/2008, JBI/HE/0002 2/2008, JBI/HE/0002 3/2008, JBI/HE/0002 4/2008, JBI/HE/0002 5/2008, JBI/HE/0002 6/2008, JBI/HE/0002 6/2008 6 PT Asuransi Parolamas Money in 14 Peb 2010 006904 Cash In Rp 6,000,000,000 transit Transit

NAM Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Parolamas Insurance Motor Vehicle 25 Aug 2010 JBI/KBB/007 All risk Rp 340,000,000 55/2009 Insurance Mobil Ford Everest 2,5L 4x4 MT 2 PT Parolamas Insurance Motor Vehicle 10 Oct 2009 JBI/KBB/015 All risk Rp 346,000,000 98/2008 Insurance Mobil Ford Everest 2,5L 4x4 MT Endorsemen 1 3 PT Parolamas Insurance Motorcycle 31 Dec 2009 JBI/KBE/000 Total Loss Rp 9,950,000 10/2008 Insurance Honda C100 ML 4 PT Parolamas Insurance Motor Vehicle 31 Dec 2009 JBI/KBB/017 All Risk 509,248,000 (4 Unit) 41/2008 Insurance Opel Blazer Mountera (BG 2076 ND)

Isuzu D-Max 4x4 (BG 9655 MW)

Suzuki Pick Up ST 15 (BG 9750 MW)

Suzuki Feroza E IPO

95 5 PT Parolamas Insurance Building, 31 Dec 2009 JBI/IAR/000 Industrial All Rp 9,025,169,423 Machineries 02/2008, Risk Ins. & Endorsement Infrastucture, IAR/REG- Inventaritation 00001/2008 s 31 Dec 2009 JBI/EQ/0001 Earthquake Rp 9,025,169,423 8/2008 Insurance Endorsement EQ/REG- 00018/2008 6. PT Parolamas Insurance Cash In Safe 1 January MDN/CIS/00 All Risk Rp 600,000,000 Policy 2010 012/08 Insurance 7. PT Parolamas Insurance Cash In 1 January MDN/CIT/R All Risk Rp Transit Policy 2010 .0009/09 Insurance 12,000,000,000

GIN Validity Policy Type of No Insurer Assets Sum Insured Term Number Insurance 1 PT Parolamas Insurance Building, 15 Jan 2010 JBI/IAR/000 Industrial All Rp Machinery, 03/2009 Risk 66,531,404,161 Furniture & JBI/EQ/0000 Insurance Rp Office 4/2009 Earthquake 66,531,404,161 Equipment Insurance Palm oil Plantation and Plant location at Village Jl. Tanjung Harapan No. 15, Sungai Beringin village, Tembilahan Sub District, Indragiri Hilir Town in terms of plantation together with material therein including building and its content and infrastructure. 2 PT Parolamas Insurance Motor Vehicle 14 Apr 2010 JBI/KBE/000 Total Loss Rp 275,475,000 (22 unit) 03/2009 Insurance 3 PT Parolamas Insurance Heavy 27 May 2010 Equipment (4 unit Excavator) 4. PT Parolamas Insurance Money 27 May 2010 JBI/HE/0003 All Risk Rp 1,260,000 Rp remitted from 1 Januari 1/2009 Insurance 24,000,000,000 Bank Negara 2010. MDN/CN/CI Cash In Indonesia, T/00014/08 Transit Policy Guntung Branch Riau to Ketaman Village, Pelangiran Sub District, Indra Giri Hilir, Riau 5. PT Parolamas Insurance Money in GIA 1 January MDN/CIS/00 Cash In Safe Rp 50,000,000

96 operational 2010. 015/09 Policy location at Ketaman Village, Pelangiran Sub District, Indra Giri Hilir, Riau 6. PT Parolamas Insurance 1 unit of 27 May 2010. JBI/HE/0003 Contractors’ Rp 300,000,000 Excavator/SK 3/09 Plant and 07 STD Mark Machinery Yutani Insurance Policy 7. PT Parolamas Insurance 1 unit of 27 May 2010. JBI/HE/0003 Contractors’ Rp 300,000,000 Excavator/SK 1/09 Plant and 07 STD mark Machinery Cobelco Insurance Policy

11. Transaction with Related Parties

The Company and Subsidiary conducted transaction with parties with special relation fulfilling the criteria as contained in the Statement of Financial Accounting Standard (PSAK) No. 7 “Disclosing of Parties With Special Relations”. According to PSAK Number 7, the parties with special relation are described as follows:

(1) The Company through one or more intermediaries, control or controlled by, or under joint control, with the reporting Company (including holding companies, subsidiaries and fellow subsidiaries).

(2) Associated Company

(3) Individual having, both directly and indirectly, major vote interest in the reporting Company, and closed family of such individual (by closed family member shall be those expectedly able to influence or be influenced by such individual in the transaction with the reporting company).

(4) Key employees, namely the person having authority and responsibility to plan, chair and control the reporting Company activity covering the member of the Board of Commissioners, Board of Directors and manager of the Company as well as closed family member of such people; and

(5) Company whose substantial interest in the right to vote is owned directly or indirectly by every person described in (3) or (4), or every person having significant influence to such Company. It covers the companies owned by the member of the Board of Commissioners, board of directors or majority shareholders of the reporting Company or Companies having key management member same as the reporting Company.

All transactions with the related parties, at normal price level, terms and conditions or not have been disclosed in this consolidated financial statement.

The summary of the Company’s related parties are as follows:

The Company’s Related Parties Relation Nature of Account Balance/ Transaction PT Bakrie Rubber Industry Affiliated Accounts Receivable and Interest Income PT United Sumatera Rubber Product Associated Shares subscription Agri Resources B .V. Affiliated Other Receivables PT Sarana Jambi Venture Associated Shares subscription PT. Sarana Sumatera Barat Venturs Affiliated Shares subscription Employees’ Cooperation (Koperasi Karyawan) Affiliated Other Receivable and Other Debt Employees Affiliated Employee’s Receivable PT Bakrie Corrugated Metal Industry Affiliated Other Debt

97 PT Multrada Multi Maju Affiliated Accounts Payable, purchase PT Eramitra Agro Lesta Affiliated Accounts Payable, purchase PT. Bakrie Sentosa Persada Affiliated Shares Subscription

As per 31 August 2009, the account balance of the related parties and percentage to total assets/liabilities, income and charge are as follows:

(in million Rupiah) Description Accounts Receivable 24,000 PT Bakrie Rubber Industry (24,000) Allowance for Doubtful Accounts - Related Parties – Net

Other Receivables 66,377 Agri Resources B.V. 4,547 Employee’s Receivable 4,348 Employees’ Cooperation Unit 14 PT Citalaras Cipta Indonesia 48,623 Others 123,909 Total Other Receivables – Net

Shares Subscription Agri International Resources Pte., Ltd. 373,842 Agri Resources B.V. 128,627 PT Bakrie Sentosa Persada 108,787 PT Multi Persada Gatra Megah 4,842 PT United Sumatera Rubber Product 511 PT Sarana Jambi Ventura 175 PT Sarana Sumatera Barat Ventura 45 Allowance for not recoverable shares subscription 616,829 (511) Total shares subscription – net 616,318

Receivables From Related Parties PT Bakrie Sentosa Persada 127,794 PT Multrada Multi Maju 51,638 PT Bakrie Rubber Industry 2,992 Agri Resources B.V. 2,181 Others 537 Allowance for Doubtful Accounts (2,992) Total Receivables (Related Parties) – Net 182,150

Account Payable PT Padang Bolak 44,384 PT Era Mitra Lestari 43,127 PT Trimitra 42,609 PT Jambi Agrowijaya 24,387 Employees’ Coopratives of GLP 11,273 PT Perjapin Prima 5,972 Others 2,991 Total Related Parties 174,742

Other Payables PT Bakrie Corrugated Metal Industry 4,396 Others 186 Total Other Payables 4,582

98 12. The Lawsuit that is faced by the Company, and the Subsidiaries Currently, the Company is not involved in a civil, criminal, bankruptcy, state administration case or arbitration case in the Indonesian National Arbitration Board (BANI), labor case in the Central/Regional Committee for Dispute Settlement (P4P)/(P4D) and taxes, that may affect the Company’s financial condition and business survival.

13. Social Responsibility and Environmental Protection The Company realizes that the business activity carried out have potency to generate impact for the environment. Therefore, the Company always enter into good social relation with the community surrounding the project environment as materialization of Corporate Social Responsibility.

For continuous application of CSR program currently, the Company has obtained many awards, starting from plasma partnership, housing, environmental management and arrangement, until family planning and education.

For the Management, such award and also appreciation from the community in the community’s environment indicate that the social and environmental responsibility development of the Company has been in correct way.

The Company divided CSR activity into eight sectors. Each sector has program with separate budget and fund. The fund source is the Company’s budget, while the fund distribution is arranged based on CSR sector and business unit.

CSR Fund allocation per Sector Sector Rp Percentage Education Rp 893,935,000 25.99% Economic Rp 508,914,000 14.80% Health Rp 177,741,000 5.17% Religion Affairs Rp 460,799,000 13.40% Social Rp 322,150,000 9.37% Environment Rp 172,000,000 5.00% Infrastructure Rp 415,943,000 12.09% Disaster & Donation Rp 325,500,000 9.46% Others Rp 162,500,000 4.72% Total Rp 3,439,482,000 100.00%

Besides CSR program the Company also finance the scholarship for 14 students of Bakrie School of Management, at total Rp 1.06 billion. The special attention to education has materialized previously, among others in terms of payment of salary and/or honorarium of teacher in the business unit environment, as well as renovate several schools. The fund for non program CSR activity is gained from the Company.

While the environmental preservation activity in 2009, as that in the previous years, constitutes integral part of the company’s operation. The management of manufacturer’s waste is made by using modern system and technology and in 2009, it more develop by the decrease in metan gas emission.

The Company remain also uphold RSPO principle, including zero burning in the plantation management. The use of fertilizer strategically, with sensitiveness to its environmental impact for long period, also constitutes part of an effort to preserve the Company’s environment.

14. Analysis for Environmental Impact The Company and subsidiaries have conducted report with regard to the liquid waste, air quality and toxic and dangerous substance (Bahan Beracun dan Berbahaya/B3) based on the guidance from AMDAL (Environmental Impact Assessment/EIA) Document which had been approved by the Bappedal (Environmental Impact Control and Management Board) of local district. Besides that, the Company and subsidiaries also implement environmental audit every year by involving the International Certification Board (TUV) in accordance to the Environment Management System ISO 14001.

Then, in connection with the reporting and environment process audit above, the Company and subsidiaries implement review of the environment process system by ERM (Environmental Resources of Management) which provides advice regarding the environment process in the Company and subsidiaries constantly.

99 Physically, the environment process effort which implemented by the Company and subsidiaries are built a liquid waste process installation based on the guidance of each EIA for the Company and subsidiaries, built chimneys in every factory based on the regulation so the scattered smoke will not polluted the air of surrounding area, that connected with the Company and subsidiaries’s policies, which are “zero burning” in clearing and replanting the plantation area (land clearing).

The next stage, regarding the B3 waste process are built a temporary storage of B3 waste based on the license provided by government institution, therefore the effort of waste drainage (waste oil and waste lubricant) can be controlled and not spilled in the surrounding area before the B3 waste are taken by the B3 waste process company.

Besides of the environment process effort mentioned above, the Company and subsidiaries also implement the activities below to handle the waste from rubber processing process:

1. The result transportation occur dust up to 260 microgram/ Nm3. The waste is handled by implement the solid road and lower speed.

2. RSS process will be shaped as rubber clotting or waste amounted to 25 kg/day. The waste are handled by filter it with wire, patch and re-process. While for the liquid waste of RSS amounted to 102m3/day is handled by the liquid waste processor.

3. Solid latex process shaped as rubber clump/solid residual amounted to 40 kg/day. The waste are handled by filter it with wire, patch and re-process. While for the liquid waste of RSS amounted to 380m3/day is handled by the liquid waste processor.

4. The liquid land application amounted to 160m3/day is handled by the liquid waste processor.

5. The liquid waste from office and employee’s house amounted 30m3/day is handled by building a drainage.

The following are activities conduct by the Company and subsidiaries to handle the waste from the oil palm process.

1. Liquid waste process, and monitor the liquid waste which dispose to Danau Arang-arang River regularly. 2. In-house keeping with accordance to the regular IPAL maintenance. 3. Build an indicator pond by raise the fishes in the pond.

Besides that, the Company has to obey all the government regulations to decrease the environment impact and pay attention to the quality standard of environment activities by following the ISO Certification 14000. The operating Company and subsidiaries also choose to use a more economic and environmental friendly method, and continue to handle pests and diseases, as well as mouses and insects.

The government has authorities to take action of all Indonesia companies, including the Company, if the Company does not obey every regulations connected with the environment, the Government will give penalties and revoke the business license and concession. The local government will always arrange a regular inspection to the Company and subsidiaries’s plantation and the process facilities which ensure that the Company and subsidiaries followed the prevailing standards.

The last licenses owned by the Company and subsidiaries in AMDAL and approval from related institution.

BSP

1. Study on Environmental Evaluation

The Company has obtained the Approval to Environmental Evaluation Study based on the Letter No.RC.220/425/B/III/1993 dated 19 March 1993 issued by the Minister of Agriculture of the Republic of Indonesia

100 2. Approval to Environment Process Plan (Rencana Pengelolaan Lingkungan) and Environment Monitor Plan (Rencana Pemantauan Lingkungan) Study on Environmental Evaluation (“RKL-RPL”)

The Company has received the Approval to RKL-RPL of Rubber Plantation, Rubber Processing Plant, Rubber Yarn Plant and Hospital of Kisaran Sub District, Asahan District, North Sumatera Province on 28 February 1994 under letter number: RC220/409/B/II/1994.

3. Approval to Environment Process Effort (Upaya Pengelolaan Lingkungan/UKL) and Environment Monitor Effort (Upaya Pemantauan Lingkungan/UPL) Environmental Evaluation Study based on the Letter No.017/0121/II/AS/UKL/UPL/2006 dated 22 February 2006 issued by the Head of District Environment and Tourism Office of Asahan,

NAM

NAM has obtained the Approval to Environment Process Effort (Upaya Pengelolaan Lingkungan) and Environment Monitor Effort (Upaya Pemantauan Lingkungan) (UKL-UPL) of Crumb Rubber Plant Activity in Jadi Mulya Village Nibung Sub District, Musi Rawas District, based on the Decision of Head of District Environmental Board Musi Rawas No. 660/15/KPTS/BLHD/2008 dated 11 December 2008.

NAM shall prepare the report Environment Process Effort and Environment Monitor Effort to submit to the District Head of Musi Rawas through the Head of District Environmental Board of Musi Rawas by semi-annually.

GLP

1. GLP has obtained the approval to environmental feasibility from the Governor of North Sumatera for the palm oil plantation and processing plant activities in Sukarame and Sukarame Baru Villages, Kualuh Hulu Sub District, Labuhan Batu Utara District, North Sumatera Province, based on the Decision of Governor of North Sumatera Number 660.4026.K/Year 2009, dated 5 October 2009. The Decision simultaneously approves the feasibility of EIA, RKL and RPL documents already prepared and submitted by GLP. 2. GLP has obtained the approval from the Secretary General of the Ministry of Forestry and Plantation to UKL and UPL documents of GLP’s Palm Oil Plantation and Plant dated 21 August 2000, under No. 150/II-DAR/2000. Based on such approval, GLP shall submit the report on environmental management and monitoring result periodically (by quarterly and annually) to the Head of Provincial Plantation Agency of North Sumatera if already obtaining Plantation Business Permit.

BPP

1. Approval Letter No.002/ANDAL/BA/VII/1994 dated 16 July 1994. Issued by : Head of Agribusiness on behalf of Agriculture Minister. Provided to : BPP Regarding : Approval of ANDAL BPP. Content: Approve the ANDAL document based on the appraisal of AMDAL Head-Office of Agriculture Department regarding the report of Analysis of Environmental Impact (ANDAL), Oil Palm Plantation and Palm Oil Mill of BPP in Sungai Beremas and Lembah Melintang, West Sumatera.

2. Decision No. 188.45/075/BUP-PASBAR/2008 dated 19 May 2008. Issued by : District Head of Pasaman Barat. Provided to : BPP Regarding : Waste Utilization Permit on Land. Content: Based on such permit, BPP was provided with permit for application of effluent located in Air Balam, Koto Balingka Sub District, Pasaman Barat District. This permit shall become effective for 3 years.

101 3. BPP has obtained Groundwater Utilization permit based on the Permit No. 547/03/SIPA ABT – DPE/2009, August 2009 issued by the District Head Pasaman Barat gained from the drill well in Koto Dalam Sei Aur. This permit shall be valid for 3 years as of the stipulation date.

4. BPP has obtained Runoff Utilization permit based on the Permit No. 547/01/SIPA AP – DPE/2009, August 2009 issued by the District Head Pasaman Barat yang taken from the river Sikabau. This permit shall be valid for 3 years as of the stipulation date.

5. BPP has obtained Groundwater Utilization permit based on the Permit No. 547/03/SIPA ABT – DPE/2009, August 2009 issued by the District Head Pasaman Barat for the drill well in Air Balam. This permit shall be valid for 3 years as of the stipulation date.

BPP has obtained Hazardous and Toxic Waste Storage Permit on the Permit No. 359 of 2006 dated 11 September 2006, issued by the State Minister for Environment. This permit shall be valid for 3 years as of the stipulation date.

AGW 1. Approval to Environment Process Plan (Rencana Pengelolaan Lingkungan (“RKL”)) and Environment Monitor Plan (Rencana Pemantauan Lingkungan (“UPL”)).

AGW has obtained the approval to RKL/RPL document and already approved by the Head of Local Environment Monitor in Tanjung Jabung Barat Regency Number 660/041/Kapedalda dated 10 February 2006.

2. Approval to reference of AGW environment process implementation

AGW has obtained reference of AGW environment process implementation by using PBSN and PRTRANS pattern based on the Approval Number 660/041/Kapedalda dated 14 July 2005 issued by the Head of Local Environment Monitor in Tanjung Jabung Barat Regency.

AMM

1. Recommendation of RKL/RPL

AMM has obtained Recommendation of RKL/RPL Number 660/040/Kapedalda dated 10 February 2006.

2. Environment Process Effort (Upaya Pengelolaan Lingkungan/ UKL) and Environment Monitor Effort (Upaya Pemantauan Lingkungan/UPL)

AMM has obtained Government’s Approval to UKL/UPL of AMM’s Palm Oil Processing Plant, at capacity of 60 Tons TBS/hour, located in Tebing Tinggi Village, Tungkal Ulu District, Tanjung Jabung Barat Regency, Jambi Province, No.660/1863/UT/DISBUN dated 3 May 2002 issued by Kasubdin Usahatani, on behalf of Plantation Division Head for Jambi Province.

HIM

1. Approval to Environment Process Effort (Upaya Pengelolaan Lingkungan/UKL) and Environment Monitor Effort (Upaya Pemantauan Lingkungan/UPL)

HIM has obtained approval to UKL and UPL documents it’s made, as proven by the approval from the District Mining and Environment Agency Division in Tulang Bawang Regency under No. 660/18/DPLH/II/2001, dated 7 February 2001. In 2006, HIM has obtained approval to revision of its UKL and UPL Document, as proven by the approval from the Environment, Mining and Energy Monitor Division in Tulang Bawang Regency under No. 660/522/PDL/VII/2006, dated 12 July 2006.

Based on such approval HIM shall report the result of environmental process and monitor result by semi-annually to the Environment, Mining and Energy Monitor Division in Tulang Bawang Regency and relevant agency.

102

2. Permit of Liquid Waste Utilization for Land

HIM has obtained the permit of Liquid Waste Utilization for Land, issued by Dinas Pengendalian Dampak Lingkungan Pertambangan dan Energi Pemerintah, Tulang Bawang Regency under No. 660/17/PDL-IPAL/IX/2005, dated 26 September 2005.

3. Izin Penyimpanan Sementara Limbah Bahan Berbahaya dan Beracun (B3)

HIM has obtained Izin Penyimpanan Sementara Limbah Bahan Berbahaya dan Beracun based on the Decision of Minister of Environment No.389 Year 2005 dated 28 December 2005. Based on this permit, HIM was permitted to store temporarily B3 waste in terms of used oil and used accumulator from its activity (it is not allowed to receive B3 waste from the other party or other activity).

SNP

1. Analisis Dampak Lingkungan (ANDAL) Perkebunan Kelapa Sawit Pola Kemitraan dan Pabrik Pengolahannya in Kumpeh Ulu District, Muaro Jambi Regency, Jambi Province, 2004.

Issued by : SNP. Approved by : No. 63 TH 2004 dated 12 March 2004.

2. Rencana Pengelolaan Lingkungan (RKL) Kegiatan Perkebunan dan Pengolahan Kelapa Sawit in Kumpeh Ulu District, Muaro Jambi Regency, Jambi Province, 2004. Issued by : SNP. Approved by : No. 63 TH 2004 dated 12 March 2004.

3. Rencana Pemantauan Lingkungan (RPL) Kegiatan Perkebunan dan Pengolahan Kelapa Sawit in Kumpeh Ulu District, Muaro Jambi Regency, Jambi Province, 2004. Issued by : SNP. Approved by : No. 63 TH 2004 dated 12 March 2004.

GIN 1. GIN has obtained Approval of District Environmental Impact Control Board of Indragiri Hilir No. 1 28/Bapedalda-IFI/2004/660 dated 4 December 2004 issued by the Head of District Environmental Control Board of Indragiri Hilir as Chairman of Appraisal Committee.

This approval provided permit for GIN to carry out the Palm Oil Plantation and Plant activities in Pelangiran, Mandah and Gaung Sub Districts, Indragiri Hilir District, Riau Province.

2. GIN has obtained Environmental Impact Assessment (EIA) of the Palm Oil Plantation and Plant activities in Pelangiran, Mandah and Gaung Sub Districts, Indragiri Hilir District, Riau Province approved by the EIA Appraisal Commission of Indragiri Hilir under No. 33/IH- XII/AMDAL/2004 dated 2 December 2004.

3. GIN has issued the Environmental Process Plan (RKL) of Plan of Palm Oil Plantation and Plant activities in Pelangiran, Mandah and Gaung Sub Districts, Indragiri Hilir District, Riau Province in 2004 approved by EIA Appraisal Commission of Indragiri Hilir District under No. 33/IH-XII/AMDAL/2004 dated 2 December 2004.

4. GIN has obtained Environmental Monitor Plan (RPL) of the Palm Oil Plantation and Plant activities in Pelangiran, Mandah and Gaung Sub Districts, Indragiri Hilir District, Riau Province approved by the EIA Appraisal Commission of Indragiri Hilir under No. 33/IH-XII/AMDAL/2004 dated 2 December 2004.

5. GIN has obtained the Decision of Head of District Environmental Impact Control Board of Indragiri Hilir No. 32 of 2004 dated 2 December 2004 issued by the Head of District Environmental Impact Control Board of Indragiri Hilir,

103 This decision stipulated that GIN’s Palm Oil Plantation and Plant activities in Pelangiran, Mandah and Gaung Sub Districts, Indragiri Hilir District, Riau Province is feasible if viewed from the environmental aspect. In carrying out the activity, it shall fulfill and comply with the following provisions:

(a) Carrying out the environmental process and environmental monitor contained in the Environmental Process Plan (RKL) and Environmental Monitor Plan (RPL) already approved;

(b) Reporting the result of Environmental Process Plan (RKL) and Environmental Monitor Plan (RPL) to the District Head of Indragiri Hilir through the District Environmental Impact Control Board of Indragiri Hilir by semi-annually as of the stipulation date hereof.

6. GIN has obtained the testing result document issued by the Industrial Research and Standardization Center of Padang against:

(a) River water, on 14 August 2009, based on the Letter 794/BPPI/BRSIP/LAB/VIII/2009 under testing number 1586 to 1587/U/VII/2009.

(b) Effluent of palm oil plant, on 14 August 2009, based on the Letter 795/BPPI/BRSIP/LAB/VIII/2009 under testing number 1588 to 1589/U/VII/2009.

(c) Emission air, on 10 August 2009, based on the Letter 795/BPPI/BRSIP/LAB/VIII/2009 under testing number 1588 to 1589/U/VII/2009.

7. GIN has obtained recommendation of effluent disposal permit based on:

(a) Letter No. 82/PLG-XI/2009 dated 3 November 2009 issued by the Sub District Head Pelangiran.

(b) Letter No. 216/DTS/X/2009 dated 31 October 2009 issued by the Village Head of Tanjung Simpang.

15. Application of Good Corporate Governance

In phases, the Company has developed the view originating from the formulation of Guideline on Behavior ended in the dynamic plantation company culture, according to GCG principle formulated in Guideline on KNKG and applied in all Company’s operation area.

The Company’s business ethic is socialized through BSP Academy as well as internal, such as Harmoni magazine, besides many meetings with the management.

The formulation of philosophy, company’s value and business ethic have been integrated to the Company’s Ethic Code, as practical reference documented in writing and disseminated to the stakeholders. The Company’s Ethic Codes are among others:

Adherence The Employee must always comply with and adhere to the company’s legislation and policy, including but not limited to this Ethic Code.

Conflict of Interest Employee shall not place or let himself placed in the situation that is able to provide profit, directly and indirectly, to himself, family and friend, at the Company’s expenses.

Provision In any conditions, no Employee shall receive any provisions, whether actually or potentially, in terms of commercial goods, money in cash. Or compensation offer for his service.

Confidentiality Any Employees shall not gain the profit interest to the company’s knowledge or confidentiality about the product strategy, plan and information.

Addictive Substance No Employees shall abuse the drug and alcohol upon working, as well as it is highly suggested to avoid the consumption of drug and alcohol beyond the context to make the body healthy

104 Breach of Ethic Code Breach to the Company’s Ethic Code will be subjected to sanction according to the prevailing company regulation. Every employee identifying or suspecting existence of a breach to this ethic code to report to the management gradually.

The Company applies the clear job description between the company’s owner and management, management and supervisor, as well as maintains the relation with the stakeholders. The Meeting of the Board of Commissioners and Board of Directors, whether jointly or separately, as well as meeting in many management levels ensuring the maintenance of company’s vision, mission, objective and value. The Company also has the control and supervision system ensuring GCG principle application.

Shareholderss

The Company ensures that all shareholders having the same information upon making decision in GMS. President Commissioner ensures that the minority shareholders perform their rights and majority shareholders perform their responsibility. Therefore, GMS is directed to maintain the togetherness besides the transparency and justice.

Stakeholders

Employee: The Company provides the same work opportunity based on the capability, in the conductive, open work environment, as well as provides freedom to establish organization and protection to ombudsman.

Business Partner: The Company applies the openness in carrying out transaction, by remaining respect the information confidentiality principle. Therefore, the decision relating to the transaction can be taken by all parties fairly and reasonably.

The community and User of Product and Service: The Company especially relating to the other company, through the contract explaining the detail of product and service, as well as its production condition. Important information about the production, product and service submitted to the relevant parties openly, through the accessible media and in many meetings.

105

IX. ACTIVITIES AND PROSPECT OF THE COMPANY

1. General

Besides its main business line, the Company also provides the plantation management service and has special company to manage the investment. In 2008, the Company intensified its vertical integration by constructing the seed manufacturer, as well as increasing its commitment to RSPO principle appropriation by initiating the emission decrease project in three palm oil processing manufactures according to Kyoto Protocol

2. Competitive Advantage

The Company has competitive advantages on this industry growth and combination of following competitive advantages will differentiate the Companies from its competitors.

a. Oldest natural rubber producer and the only largest latex producer well known in Indonesia

On 31 August 2009, the Company owned 18,690 Ha of rubber plantation in Indonesia, where 12,357 Ha was located in Kisaran, North Sumatera, which was the oldest rubber plantation and the largest rubber plantation in Indonesia. The Company’s brand has reputation in quality, which shows the Company’s ability to be consistent to perform the specification to produce operation gloves and medical/health equipments. The Company’s brand and high quality products made the Company determine the premium price. The Company has continuously improved its product’s quality and has gained quality certification from many industry and international organizations.

b. Owned existing trees are in optimum production stage

On 31 August 2009, the Company owned 14,539 Ha of nucleus oil palm plantation which has produced and 3,384 Ha of non producing plantation. Approximately 50.11% of total oil palm plantation is at the age of 11 years to 15 years. In general, the oil palm plantation has to reach 20 years before its productivity is decreased. The Company was aware about this and has already took action required, among others by continuously acquiring the other palm oil plantation and make planting in the lands ready to plant already owned by the Company. By using this strategy, the Company is able to maintain the balance of its palm oil production volume, so the Company will continuously reach the annual sales target.

c. Balance exposure between rubber and oil palm

The Company started its activities as an oil palm plantation company in 1911. In 1990, the Company started to enter the oil palm industry by established a plantation in West Sumatera. After that, the Company acquired an oil palm company in North Sumatera and began to convert a rubber plantation into an oil palm plantation. Generally, currently, the ratio of sale of rubber and CPO is quite optimum, although in the recent several years, the Company is dominated by CPO caused by existence of increase in demand and international CPO price, but in the future, the Company remain plans to add its rubber production capacity, although possibly not as large as production capacity of CPO and its derivative. Currently, the Company is one of a few plantation companies in Southeast Asia providing quite optimum exposure between rubber and oil palm. Since the rubber and oil palm price tend to move in different direction, the Company assures that the Company will overcome the weakness compared with the sole commodity companies.

106 d. Diversity supported by the income balance of rubber and oil palm

Among other producers, the Company offers an ideal diversity to the consumers. The diversity can be reached because the continuous support from rubber and oil palm income. Besides offering the two important commodities in this industry, which are rubber and oil palm, the Company also starts to invest in bio-diesel and plan to start to enter oleochemical industry. At present, bio-diesel is the future innovation industry. The Company creates a joint venture with Rekayasa Industri to build a bio-diesel plant in Indonesia named BRBE. Currently, the bio-diesel production facility is still in construction phase.

Relating to the plan of Company’s entry in oleochemical business, it is also to anticipate the high demand for the consumer goods with raw material oleochemical such as cosmetic, pharmacy product and other consumption product.

e. High margin

Part of Company’s sale is from the sale of rubber product such as centrifuged latex, cream latex and RSS which provide a high margin. With the high quality products, the Company was able to sell the products with premium prices. Approximately 100% of centrifuged latex sales was from domestic sales. The domestic sales for centrifuged latex was more profitable because the decrease of sales tax and lower transportation expenses.

f. Experienced professional management team

The Company’s management team has a broad experience in plantation industry with the average experience of approximately 14 years and some of the team member has experienced more than 40 years. Each team members has proven their abilities to improve the productivity and operating performance in plantation industry.

3. Production

a. Oil Palm

Plantation Area

The Company and Subsidiaries as per 31 August 2009 had oil palm plantation at extent of 68,429 ha, with planted area (home grown and plasma) at extent of 65,430 ha and landbank 2,999 ha spread in seven locations in Sumatera and Kalimantan Islands.

The development of oil palm plantation area of the Company and subsidiaries for the period ended 31 August 2009 is shown in the following table. Total Area (Ha) Company Location 31 August 2008 2007 2006 2009 Company & Subsidiary Sumatera & Home Grown Kalimantan TM 30,945 30,825 27,734 18,273 TBM 18,605 19,665 19,802 1,827 Others - - - 939 Area not used 2,999 2,994 6,411 62,138 Plasma TM 12,698 12,329 11,989 11,885 TBM 3,182 2,111 1,856 968 Area not used - - - 25,000 Total 68,429 67,924 67,792 121,030 * including BSEP and ARBV Source: Company

Oil Palm Plant Profile

In general, the commercial age of oil palm plant can reach approximately 25 years. The oil palm plant usually become TM in the fourth year and begin to stop production after 25 years. The following table shows the palm oil plant profile based on aging as of 31 August 2009.

107 Description Age 0-5 6-10 11-15 16-20 >20 Total Company & Subsidiary Home Grown 25,627 5,930 12,746 5,246 - 49,549 Plasma 3,891 2,126 9,611 251 - 15,879 Total 29,518 8,056 22,357 5,497 - 65,428 * including BSEP and ARBV Source: Company

Based on table above, 55% of oil palm plant are in productive age; 45% are in the age of less than 6 years old, consists of immature plant and mature plant. High number of immature plant is caused by the high replanting activity carried out by the Company to safeguard the production supply in the future. The land area already re-planted indicates high potential production growth in the future.

Mill

On 31 August 2009, the Company and subsidiaries have already owned three PKS. The following table shows the mill location and production capacity for each PKS. Palm Oil Processing UNIT Company Mill Location Capacity (ton/hour) SUMUT I Company Kisaran, Sumut 45 JAMBI AMM, AGW & SNP Jambi 90 SUMBAR BPP Pasaman, Sumbar 60 SUMUT II GLP Labuhan Batu, Sumut 60 RIAU GIN Indragiri Hilir, Riau 30 Total 285

The required raw materials for each PKS are supplied from home grown, plasma, intercompany, and third parties. The table below shows the source and total required raw material for each PKS. Description 31 August 2009 2008 2007 2006 Company Home Grown 100,893 160,287 172,873 -

BPP Home Grown 101,717 146,605 157,375 157,491 Purchase from plasma 25,723 24,331 34,642 31,228 Purchase from third parties 23,962 34,672 17,733 10,293 Total 151,402 205,608 209,750 199,012

AGW Home Grown 69,033 117,170 110,301 - Purchase from Plasma 98.347 177.377 155.327 - Purchase from third party 129.175 1.244 - - Total 296.555 295.791 265.628 -

AMM Purchase from Intercompany 134,297 - 244,854 99,803 Purchase from plasma 32,293 - - 124,635 Total 166,590 - 244,854 224438

GLP Home Grown 43,184 51,000 39,709 - Purchase from Plasma - - - - Purchase from third party 2,963 97,127 111,935 - Total 46,147 148,127 151,644 -

GIN Home Grown 21,439 26,854 17,894 - Purchase from Plasma - - - - Purchase from third party - - - - Total 21,439 26,854 17,894 -

108

SNP Home Grown 12,932 13,438 4,159 - Purchase from Plasma 93,352 - - - Purchase from third party - 109,257 109,732 - Total 106,284 122,695 114,251 - Total 486,356 959,362 1,176,894 423,450

Production Process

The oil palm seed after through the process of maintenance and selection will be planted in the field. Before planted, the land clearing, land processing, and cover crop plantation must be completed in the plantation area. After the seed is planted in the field, the next activities are maintaining the plant until producing. The main activities in the maintenance period are weeds removal, fertilizing and pest/ lant disease control. After 30 months, the plant will be categorized into mature plant, which the product called TBS (Tandan Buah Segar).

The first crop will be ready in two to three years after planted in the field. The oil palm plant production rate depends on the plant maintenance and fertilizers. To increase the content of the crop or extraction and the oil palm plant crop, all fruit bunches will be gathered by farmer to be processed with TBS.

The oil palm plant cycle is economically in the range of 25 (twenty five) to 28 (twenty eight) years since the planting time. In the producing time, the main activities of the process are maintaining the plant and gather the production, which usually take place in 5 (five) days in a week or 260 (two hundred and sixty) days in a year.

The production process starts from receiving the TBS crop results which perform the criteria of matured crop by the weighting bridge. After TBS weighted, it will be put into loading ramp to separate its quality (grading). The TBS based on the quality separation will be transferred to sterilizer station, and be sterilized with pressured steam in closed area to simplify the separation of fruit from fruit bunch.

The boiled fruit bunch will be taken to thresher station by using the tippler tool. In this station, the fruit bunch is separated from the fruit. The fruit will be sent to screwed press to screw the oil and separate it from fiber and nut. The oil results will be pumped to the clarification station to purify process for next purifies stage. After purified, the oil will be pumped into CPO Storage.

Flowchart of CPO Production Process

The separate result of waste and nut in the Thresher Station will be sent to Depericarper Station through Cake Breaker Conveyor. The waste will become steam kettle fuel material, while the nut will fall into a Nut Polishing Drum, Destoner, and Nut Grading Drum to be separated from fiber. The next stage, the nut will be dried in a Nut Drier to separate it to shell and kernel by Nut Cracking. The next

109 process is the Light Tenera Dust Separator, which separate the ashes, fibers and shells from mixed pieces, and continued with the separation of kernel and shell with Separating Winnowing Columns 1 & 2 and Clay-Bath or Hydrocylone Final Recovery. After the kernel separated from shell, it will be dried into a Kernel Dryer and weighted in a kernel weighter. After that, it will be storage into a Kernel Storage Hoppers to Dispatch above Weigh Bridge PKS into palm kernel mill.

FLOWCHART OF PALM KERNEL PRODUCTION PROCESS

Production Volume

The following table is production of the Company and subsidiaries based on volume since 2006 to 31 August 2009. Volume (ton) Description 31 August 2008 2007 2006 2009 Company & Subsidiary Production Volume (in ton) Total TBS 585,074 942,661 922,733 592,165 Crude Palm Oil 124,353 196,721 183,039 128,310 Palm Kernel 27,447 43,895 38,270 23,193

Productivity (ton/ha) TBS Kernel 13,9 16,7 18,1 23,4 Plasma 10,1 16,4 15,8 13,8

Extraction Rate (%) Crude Palm Oil 21.3 20.9 19.8 21.7 Palm Kernel 4.7 4.7 4.1 3.9

b. Rubber

Plantation Area

The rubber plantation owned by the Company and subsidiaries are located in Sumatera, Lampung and Bengkulu. On 31 August 2009, the Company and subsidiaries have owned total rubber plant area of 18,690 Ha consisting of planted area at extent of 17,923 ha and not yet planted area 767 Ha. The land planted consisting of mature plant at extent of 14,539 Ha and immature plant 3,384 Ha. The following table is details on total area plantation of the Company and subsidiaries as of 31 August 2009. Total Area (Ha) Company Location TM TBM Total The Company (Holding) North Sumatera 8,685 2,911 11,596 HIM Lampung 3,670 14 3,684 AM Bengkulu 2,184 459 2,643 NAM South Sumatera - - - Total 14,539 3,384 17,923

110 The development of rubber plantation area for the Company and subsidiaries for the period 2006 to 31 August 2009 is shown in the following table. Description Location Total Area (Ha) 31 August 2008 2007 2006 2009 Company & Subsidiary Sumatera Kernel TM 14,593 15,000 14,710 15,791 TBM 3,384 3,827 4,122 4,300 Others - - - 2,921 Area not used 767 450 838 890 Plasma TM - - - - TBM - - - - Area not used - - - - Total 18,690 19,277 19,670 23,902

Rubber Plant Profile

In general, the commercial age of rubber plantation can reach approximately 25 years. The rubber plant usually become TM in the fifth year and starts to stop production after 25 years.

The following table shows the rubber plant profile based on aging as of 31 August 2009. Age Company 0-5 6-10 11-15 16-20 >20 Total The Company (Holding) 3,502 2,861 1,660 817 2,756 11,596 AM 459 98 995 640 451 2,643 HIM 14 - - 1,025 2,644 3,683 Total 3,975 2,959 2,655 2,482 5,851 17,922 Percentage of Total 22% 17% 15% 14% 33% 100%

Based on table above, 45% of rubber plant are in productive age; 22% are in the age of less than 6 years old, consists of immature plant and mature plant; High number of immature plant is caused by the high replanting activity carried out by the Company to safeguard the production supply in the future. The land area already re-planted indicates high potential production growth in the future. And the remain 33% are old (above 20 years) plant but still productive.

Processing Factory

On 31 August 2009, the Company and subsidiaries have already owned four rubber processing factory. The following table shows the factory location and production capacity for each rubber factory. Rubber Processing Capacity UNIT Company Factory Location (Ton/annum) SUMUT I Company Kisaran, Sumut 57,950 SUMBAGSEL HIM Lampung, Bengkulu Utara 8,390 AM Bengkulu Utara 3,000 NIBUNG NAM Musi Rawas, Sumsel 1,200 Total 70,540

Production Process

Before the seed is planted, at first, the planted area should do land clearing activities, land process and cover crop plantation. The seed will be seedling and then be grafting with the superior clone which will provide a high quality crop result. The rubber seedling will be in three steps, which are rubber seed sprout, field seedling and polybag seedling. The entire process takes approximately 18 months. After the maintenance process and seed selection, it will be planted in the field. The activities after the seeds are planted is maintaining the main plants, which are sprout activities, eliminate weeds, fertilizing, pest/disease control and build prominent (knotted).

111

Cream Latex

Flowchart of Cream Latex Production Process

The latex received from factory will be weighed and samples are taken to be analyzed, so all the parameters will be appropriate with the standard specification. After that, the latex will be loaded into receiving tanks. Inside the receiving tanks, a 10% soap solution is added with 0.18% soap solution x final latex dosis. If necessary, there will be adjustments for NH3 to reach 1.4%.

From the latex receiving tank, it will be pumped into a centrifuge machine that will separate the sludge contain from the inside of field latex (desludging). From the centrifuge machine, the latex will be poured into steaming tank and processed inside the steaming tank as follows:

1. The temperature is set to 40ºC

2. Add alginate solution with 1.5% dose (0.105% TS Alginate x final latex-kg TS latex)

3. Sediment it, which will continue until 20 hours

4. Cut the serum approximately 35% from total latex

5. Add EDTA solution 5% with 0.11% x kg latex dose after serum cutted

6. Add NH3 to reach 2.15% on water phase

After all the above six steps are done, the latex will be transferred into a steaming tank. The creaming process will continue in the creaming tank. The creaming process will loosen and separate the fractions into series, where the top series are the pure rubber fraction, named cream latex. The second layer is the first cream fraction, and to get the cream latex from the inside of first cream, will require next step of creaming process which takes time from 10 to 14 days. The lowest layer is the serum fraction which consists of particles and other solid. After separated, the serum can be frozen and processed into BSR.

112 Centrifuge Latex

Flowchart of Centrifuge Latex Production Process

In the first stage, the field latex is weighed; its samples are taken to analyze the condition. The high quality latex will be loaded into a receiving tank. In the receiving tank, the field latex will be added a 10% lauric acid solvent with 0.5 kg dosis for each 1,000 kg of field latex. The acid solution solvent, beside to stabilize the field latex, it also optimizes the separation process between the rubber and skim fraction when the field latex processed in the centrifuge machine. Inside the centrifuge machine, the field latex also processed with +7,200 rpm rotation. The centrifugal force with 7,200 rpm will separate the rubber fraction with the skim fraction and non rubber solid will be trapped into the distributor area in the bowl of centrifuge machine. To control the percentage of concentrate, it uses the skim screw. The short skim screw will produce higher concentrate and the long skim screw will produce the lower percentage of concentrate. The rubber fraction, named concentrated latex is in the top layer in the bowl which flow into a latex funnel and flow into blending tank and finally into blow case. The skim fraction which located in the lowest layer will flow into a skim funnel and then flow into a skim container.

After all the controlled parameters are put into a standard specification, then the concentrated latex can be transferred into a storage tank. In the storage tank, the latex will be gathered until it weighted between 90 – 100 ton wet. After the receiving tanks are full, the samples will be taken from latex to ensure that all standard parameters are accomplished, then the concentrated latex are ready to be sold.

SIR 3 CV

For the early stage, the plant latex are weighed and taken sample to ensure that it has a high quality and appropriate with the standard specification. After weighted and taken samples, the plant latex will be pumped into receiving tank.

In the receiving tank, the plant latex are mixed using the stirrex which controlled by the electric motor. The mixing is important to make the plant latex homogeneous. The frozen process of plant latex is very simple, which flow the plant latex together with the formic acid solvent into coagulating trough. By gathering the plant latex and formic acid solvent, then the plant latex will be frozen into coagulum. The frozen process is very short, which takes time from 3 to 7 minutes.

The plant latex will be given HANS (Hydroxylamine Neutral Sulphite) solvent with 0.15% x kg plant dry latex dose. The ideal coagulum process can be recognized from the coagulum condition

113 and the separated water from coagulum inside the coagulum trough. If the separated water is clean, clear and not in whitish color, then the coagulum process is good. The coagulum cannot directly processed, it has to wait until 6 to 7 hours or more to be fine processed. From coagulation trough, the coagulum will be pulled by roller mill. Besides pulling the coagulum, the function of roller mill also to flatten the coagulum, which easier the next process. From the roller mill, coagulum is directed into a paddle roll machine which can pull the coagulum from roller mill into prebreaker machine. In prebreaker, the coagulum is chopped into certain shape. From the prebreaker crum fall into circulation container, then from the circulation crumb container will be lifted from bucket elevator and put inside the extruder machine. From extruder crumb machine fall into static screen container and then absorbed and enter the pan dryer. The pan dryer operator will stack the crumb into pan dryer, so the condition and the content are appropriate with the standard.

The crumb inside the pan dryer will be put in the dryer for +3.5 hours with temperature between 110ºC – 135ºC depends on the processed crumb condition and quality. The hot temperature in the dryer derived from the diesel fuel burning result in the burner, which flee into the whole dryer area using blower. The new crumb that comes out from the dryer are weighed to 35 kgs each and then put into the bales pressure machine. The pressed bales put into the wrapping plastic which have 0.03 thicknesses and then put into pallet or forming box.

The last process is packing. The pallet or forming box filled with crumb are taken to the packing area, and the pallet or forming box are punched with the weighted stone, which will press those bales into pallet or forming box, so the height will not exceed the standard limit. The crumb rubbers are ready to be sold.

Flowchart of SIR 3-CV Processing Process

SIR 10/20

The Mature Offgrade has been cracked in Prebreaker Machinery. From Prebreaker Machinery, the crumb particle will be transferred to blending tank 1. This cracking process aimed to clean the pollutan factor such as sand, etc, and also to crack the crumb particle and can be more

114 separable, so it will make the homogenization process easier in the blending tank. Blending tank is design specifically to make the crumb particle easily blend. The pollutant factor that have heavier weight than water such as sand, land, metal, etc will sink into the floor’s surface of blending tank and it will put the crumb particle into the cleaner condition. From Blending Tank 1, the crumb particle will be lifted by bucket elevator and flow into the rotary cutter machine. The rotary cutter machine could be use for crack the crumb particle into the smaller size. The cracking process is done by the rotary blade, whereas the crumb particle that flow into the chamber rotary cutter will be hitted and cutted, then out from the chamber and fall into the blending tank 2. In blending tank 2, the crumb particle will face the washing and second homogenization process. As an impact of the hitting and cutting process in rotary cutter machinery, the heavy pollutant will be downfall and sink into the blending tank 2. From the blending tank 2, the crumb particle will be lifted by bucket elevator and flow into the blending tank 3. This tank can be used for wash and homogenized the crumb particle.

From the blending tank 3, the washed crumb particle is lifted by bucket elevator and transferred to the coarse extruder machinery. In the coarse extruder machinery, the crumb particle is cutting into the smaller pieces and these particles will be transferred to blending tank 4. In the blending tank 4, the crumb particle will be washed and blended, so it makes the crumb particles relatively clean and homogen. From blending tank 4, the crumb particle is lifted by bucket elevator and flow into the extruder king machine. In the extruder king machine, the crumb particle will be polished and cut into the smallest pieces and have a granular shape. From extruder king machinery, the crumb particle will downfall into the static green tank and then will be absorbed by the static green and transferred into the pan dryer.

The next phase is to put the crumb particle into the dryer machinery. In the dryer machinery, the crumb particles will be cooked during +3.5 hours. The crumb that resulted from the dryer machinery will be weighted and separated into the size of 35 kg and then will be put in the bales press machinery. The pressed bales will be put into the wrap plastic that have 0.03 mm of thickness, and then will be put in the pallet or forming box.

The last process is the packaging, i.e pallet or forming box that full of crumb will bring into the packaging room, whereas pallet or the forming box will be punched by the heavy stone in order to press the bales in the pallet or forming box, so the height will not exceed the predetermined limit.

Flowchart of SIR 10/20 Production Process

115

BSR

Skim rubber is the rubber from the by-product clump of centrifuge latex. BSR is a lump of rubber which processed from the skim rubber clump or serum.

The process of BSR begins from the frozen serum and skim where the liquid serum derived from the creaming plant which flow into a temporary storage tank. The liquid serum has high density of NH3, therefore to have it frozen; it should increase the percentage of DRC and decrease the NH3 content, using the aqua flock. The function of aqua flow in the serum is to disperse the fractions in the liquid serum with the water fraction. With the reaction from aqua flock, part of the water fraction and NH3 dispersed into serum will be separated and it caused the increase percentage of DRC serum and decreases the NH3 content. Serum with this condition, besides easier to be frozen, it also make the usage of H2SO4 more efficient.

The liquid skim from centrifuge plant is different with the creaming plant serums, which do not contain NH3 as high as serum; therefore it can be frozen directly without the separation process using aqua flock.

To freeze the serum and skim, both liquids flow into coagulum container with the certain height/volume, and then mixed with H2SO4 based on standard dose. After given H2SO4, the serum and skim will be frozen.

One day after the frozen process, the serum and skim will be loaded from coagulum container and put into the available area, which located between the prebreakers machine and coagulum container. After the stacks of serum or skim are enough to be processed, the process of serum or skim can be completed. The next stage, the serum and skim are processed into prebreaker machine. In the prebreaker machine, the rubber smeared and then cut into certain shape. The process is used for chopping and cleaning the rubber and contamination. From the prebreaker machine, the rubber will fall into blending tank, and then lift up by bucket elevator and put into extruder machine. From the extruder machine, the rubber will fall into static screen container, and then it will be absorbed and put into pan dryer.

The pan dryer filled with BSR crumb will put into dryer for +3.5 hours. The BSR which come out from the dryer will be weighted and pressed inside the baling press machine, wrapped with 0.03

116 mm wrapping plastic and get the maximum degree of 108 ºC. After BSR bales wrapped, it will put into a pallet case or forming box. After the packing process completed, BSR are ready to be sold.

Flowchart of BSR Production Process

Production Volume

The following table is production of the Company and subsidiaries based on volume since 2006 to 31 August 2009. 31 August 31 December Description 2009 2008 2007 2006 Raw Material produced (in ton) 12,938 20,719 19,462 20,391 Productivity (ton/ha) 0,89 1,38 1,32 1,29

Factory Production Cream Latex - - - - Centrifuge Latex 7,934 11,655 9,770 9,708 SIR 3 CV - 330 244 2,819 SIR 10/20 5,984 13,147 9,966 8,806 RSS 1 1,710 2,086 1,704 3,167 BSR 595 1,124 1,095 983 Others 1,397 1,817 768 1,974 Total Factory Production 17,620 30,159 23,547 27,457

4. Sales and Marketing

The Company’s product is not only interested by the local consumers but also interested by the foreign consumers. The following are data on the Company’s product sale and marketing as per 31 December 2008. Country of Product Buyer Rp % Origin RUBBER Tong Teik Pte. Ltd Singapore Singapore 244,681,633,128 8.22% Others below 5% 526,729,592,358 17.69%

PT Multimas Nabati Asahan - CPO Indonesia 168,652,464,595 5.66% Medan Wilmar Trading Pte. Ltd S'pore Singapore 285,195,098,288 9.58% Inter-Continental Oils & Fats Pte Singapore 320,754,358,928 10.77% Ltd

117 PT Musim Mas Indonesia 362,234,654,151 12.16% PT Bukit Kapur Reksa Indonesia 439,638,006,208 14.76% Others below 5% 415,221,364,296 13.94%

Palm Kernel Others below 5% 214,606,573,919 7.21%

FFB Others below 5% 16,440,330 0.00% Total 2,977,730,186,201 100.00% a. Oil Palm

At the present, the main strategy of the Company to realize the demand is the coordination between the plant and the mill. Therefore, the production quality and quantity will be performed based on the sales target.

The following are flowchart which shows the sales and distribution system of oil palm:

In general, the Company’s palm oil marketing obtained a great achievement in 2008, as shown in the table below from the volume, total sales and sales prices of the Company and subsidiaries’ products: 31 August 31 December Description 2009 2008 2007 2006 Sales Volume (in ton) TBS Home Grown - - 4,232 1,492 Plasma Plantation - - - - Third Party - - - - Value Added*) - - - - Crude Palm Oil - Home Grown 78,755 121,327 138,622 128,406 Plasma Plantation 22,303 35,271 29,855 - Third Party 23,648 46,404 - - Value Added*) 52,250 69,799 43,411 31,367

118 Kernel Palm Home Grown 16,404 24,092 28,383 22,874 Plasma Plantation 4,539 6,903 7,985 - Third Party 6,291 12,451 - - Value Added*) 13,800 15,650 7,834 4,100 Toll - - - -

Income (in million Rupiah) TBS Home Grown - - 1,399 295 Plasma Plantation - - - - Third Party - - - - Value Added*) - - - - Crude Palm Home Grown 472,087 936,616 845,076 458,694 Plasma Plantation 133,751 254,522 164,301 - Third Party 146,384 335,362 - - Value Added*) 313,128 465,210 271,337 129,495 Kernel Palm Home Grown 40,758 87,223 90,976 41,354 Plasma Plantation 11,684 24,676 23,964 - Third Party 16,063 47,335 - - Value Added*) 36,702 55,374 26,809 7,570 Toll

Income (in million Rupiah) Local 1,044,980 1,600,368 1,030,583 450,661 Export 125,577 605,949 393,009 186,747

Sales Price/Ton (in thousand Rupiah) TBS Home Grown - - 331 198 Plasma Plantation - - - - Third Party - - - - Value Added*) - - - - Crude Palm Oil Home Grown 5,994 7,720 6,096 3,572 Plasma Plantation 5,997 7,216 5,503 - Third Party 6,190 7,227 - - Value Added*) 5,993 6,665 6,250 4,128 Kernel Palm Home Grown 2,485 3,620 3,205 1,808 Plasma Plantation 2,574 3,575 2,967 - Third Party 2,553 3,802 - - Value Added*) 2,660 3,538 3,422 1,846 *) Sales from purchased finished good which being sold, and purchased raw material which being processed and sold b. Rubber

For the rubber product marketing, the Company also implemented the coordination strategy between the plant and the factory, to sustain the quality and amount of products based on demand.

The following are flowchart which shows the sales and distribution system of rubber products:

119

The following table shows volume, total sales and sales prices of the Company and subsidiaries’ products: 31 August 31 December Description 2009 2008 2007 2006 Sales Volume (in ton) Home Grown (the term own plantation is replaced 13,179 17,743 19,367 20,397 with “home grown) Value Added 6,874 11,335 10,001 8,296 Total 20,053 29,078 29,368 28,693

Income (in million Rupiah) Home Grown 195,375 445,375 329,706 375,505 Value Added 104,778 279,726 193,794 167,709 Total 300,153 725,101 523,500 543,214

Income (in million Rupiah) Local 142,651 319,428 257,325 292,093 Export 157,501 405,672 266,174 251,121

Sales Price/kg (in Rupiah) Home Grown 14,825 25,101 17,024 18,410 Value Added 15,243 24,678 19,377 20,216 Average 14,968 24,936 17,826 18,932

120 5. Corporate Strategy

To achieve the main vision of the Company, which is become a holistic agri industry, the Company has implemented business policy and corporate strategy as follows:

a. Enlarge the plantation area into 150,000 Ha in 2012

In order to enlarge the existing plantation area, the Company has implemented an acquisition strategy and joint venture with the experienced companies in agribusiness industry. Currently, the Company’s rubber land area reaches 18,690 Ha and 68,429 Ha for palm oil plantation area. Simultaneously with this LPO II, the Company has acquired JOP, CCI and Monrad running in oil palm and rubber plantation sector to increase its plantation land area and production capacity. In the future, the Company will continuously extent the land owned to attain better economic scale besides carrying out business development (product diversification).

b. Revision of integrated production chain to maintain income and profit stability

To anticipate the abundance of CPO production, the Company seeing the necessity of strategy to make a more integrated production chain (supply chain) from upstream to downstream, namely from TBS plantation/production, palm oil processing until become derivative product that is able to provide the added value besides to provide more stabile profit margin to the Company. The actual step to do by the Company currently is by the acquisition plan to Oleo Group, as one of the biggest oleochemical producers in Indonesia. In addition, through the cooperation with Rekin, the Company also plans to develop the biodiesel product through BRBE at capacity of 100,000 tons per annum.

c. Complete the corporation based on the Good Corporate Governance Principles

In 2006, the Company has implemented several internal programs in order to achieve the continuous growth. One of the programs is Corporate Social Responsibility (CSR). The CSR’s vision is to achieve the good relation and cooperative and mature society around the Company’s operational area by considering the interaction, requirement, participation, empowerment and also prevailing law in the society.

6. Business Competition

CPO and PK are traded in the international commodities market and basically are homogen products; therefore the Company does not have direct competition with other CPO producers, except for the transportation time aspect. There are lots of CPO and other derivatives products’s producers in Indonesia and international. In Indonesia, the oil palm industry consists of government, public companies from big business group, such as Sinar Mas Group, Salim Group, Astra Agro Group and Raja Garuda Mas Group, and others. The plantation companies owned by government are the largest CPO producer in Indonesia.

Despite of competition with international producers, such as Malaysia which include IOI Berhad, Golden Hope Plantations Berhad and Guthrie Berhad Group, in Indonesia, the oil palm producers also have competition with other vegetables oil producers. The competition between the vegetables oil producers are tight because every vegetables oil products can substitute other products and affect the vegetables oil products prices.

The competitor of CPO is mainly from the soya oil and rapeseed oil. The main advantages of CPO compared with soya oil and rapeseed oil are the lower production costs, in a conducive condition; oil palm will produce the highest yield and lowest cost compared with other vegetables oil. But according to the research on genetics experiments, the production costs of other vegetables oil will reduce in the future.

For rubber products, the Company has direct competitors in several aspects, i.e. price, quality and delivery time. The Company has competition in domestic and/or international, mainly located in Southeast Asia. The rubber industry in Indonesia consists of government plantation companies,

121 private plantation companies, and other small companies. The main competitors of the Company in Indonesia are PT PP London Sumatra Indonesia Tbk and PTP 3. Since the Company also has significant level of exports, it has significant international competitors, mainly from Malaysia, Vietnam and Thailand, i.e. Sri Trang International and Lee Rubber.

Besides the competition with natural rubber producers, the Company also has competition from synthetic rubber producer which produced from the oil synthetically. Eventhough, the synthetic rubber does not have the similar quality characteristic with the natural rubber.

122

X. INDUSTRY

1. Oil Palm

Oil palm is the long term commercial plant cultivated and its fruit is processed further to produce the palm oil and palm kernel oil. The palm oil derivative product and palm kernel oil are used widely in the world, in food and non food industries, including used as cooking oil, margarine, ice cream, soap and detergent, also as animal food, cosmetic, industry lubricant and bio fuel. In line with the high growth of palm oil production in the recent 5 years, palm oil has become the number one commodities in the world if compared to the other oil and fat product. The other main oil is soybean oil, Castrol oil, sun flower seed and animal oil. Total palm oil consumption has increased at the average growth rate per annum 9.04% within 10 years until 2008, the palm oil growth rate reached the highest rate between the other oil and fat types.

The world palm oil production showed a significant growth in the last decade, which were 150%, namely from 17.2 million tons in 1998 to 43.0 million tons in 2008. The production growth was mainly determined by four factors, which were:

- High world consumption growth (which directly caused by the world population growth, economic growth and changes on eating habit); - Large income contributed from the oil palm companies; - High prices; and - High popularity growth of palm oil and others.

The success of palm oil industry also relates to the palm oil consumption, whether for the consumption in food and non food sectors.

The following table shows details on world’s oil palm production, consumption and export volume from 1998 to 2008.

(in million tones) Description: 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 CAGR Production 17,2 20,6 21,9 24,0 25,4 28,3 31,0 33,8 36,8 38,3 43,0 9,60% Consumption 17,7 19,5 21,6 23,7 25,5 28,3 30,0 33,4 36,2 37,9 42,1 9,04% Export 11,4 14,1 15,1 17,8 19,4 21,9 24,2 26,5 29,3 29,9 33,5 11,38% Source: Oil World Annual from 1999-2006 and Oil World Monthly (March 30, 2010)

The table above shows an increase in the world CPO production which followed by the world CPO consumption. Meanwhile the export was increased more rapidly than the production and consumption. The annual production was exported by about 75%. Indonesia and Malaysia were the biggest contributors for the increase of world CPO production.

The development of CPO consumption, besides due to the population growth in the world, it is also caused by more increase the consumption rate per capita of people in the world against CPO. The increase in consumption per capita is caused by the intensive promotion carried out by the international CPO producers such as Indonesia and Malaysia, increase in international community’s awareness to the benefit of CPO for health, as well as more varies of derivative products of CPO. The figure hereinbelow indicates the development of total people in the world and CPO consumption per capita in the world tends to increase. In the recent ten years, the consumption per capita in the world has increased from only 2.98 kg/capita in 1998 to 6.27 kg/capita in 2008, or increased by 2.1 times.

123 Ratio of CPO Consumption/capita and people in the world

Source: Oil World Annual from 1999-2008 and Oil World Monthly (March 30, 2010)

In Indonesia, the CPO production is estimated to increase. The oil palm consumption in Indonesia is estimated to increase to about 5 million tons in 2009 or increase by about 13.5% than the previous year.

The following table shows details on Indonesia’s oil palm production, consumption and export volume from 1998 to 2008. (in million tones) Description: 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 CAGR Production 5,4 6,3 7,1 8,1 9,4 10,6 12,4 14,1 15,9 16,9 18,8 13,29% Consumption 2,8 3,0 3,0 2,9 3,0 3,2 3,4 3,6 3,8 4,1 4,4 4,62% Export 2,3 3,3 4,1 5,0 6,5 7,4 9,0 10,4 12,0 12,6 14,2 19,97% Source: Oil World Annual from 1999-2008 and Oil World Monthly (March 30, 2010)

Palm oil also constitutes one of oils mostly traded in the world, reaches 56% of international oil and fat export in 2008. The main export markets for palm oil are Europe, China, India, Pakistan, Iran, Iraq, Jordan, Saudi Arabia, Emirate Arab Union, North Africa, Turkey, Russia, Brazil, Mexico, Japan and the United States of America.

The main palm oil producer countries are Indonesia and Malaysia that respectively produce about 19.5 and 17.7 million ton or about 45% and 41% of total production in the world in 2008. In the recent decade, the Indonesian contribution to international CPO production has increased from 31% in 1998 to 45% in 2008, becoming Indonesia as the biggest palm oil producer.

Comparison of Oil Palm Plants and other Plants Producing Oil

Oil Palm has several production excellences compared to other plants producing palm oil. In many countries being the main producers of palm oil, the annual average production of palm oil reaches about 4 tons per hectare, more than two times of castrol per hectare and more than four times of soybean oil production. The processing cost of the palm oil production per ton is also much lower if compared to the plants producing other oil. Other excellence of the palm oil is the supply stability. The oil production from perennial vegetation such as soy bean is more susceptible to the weather factor; on the other hand, oil palm that can be harvested starting from the third year as of the planting until about 25 years of age is more resistant to the weather factor.

Dependence on the growth rate of CPO production is predicted to increase in the future in line with the increase in the global need, namely from the food industry, oleochemical sector, biofuel

124 industry. Moreover, supported by development of Europe and the U.S.A market share, the international demand for oil palm increases every year.

Palm Oil Price

Palm oil, whether in terms of crude or processed, is a commodity traded competitively in international commodity market and involving many buyers and sellers. There is no producer or group of producers that has force to influence CPO price.

The price of CPO and all derivate products are determined or affected by the international price tending to fluctuate. CPO’s price is generally based on or correlated to the price market of Rotterdam, Malaysian Commodity Derivatives Exchange (BMD) in Kuala Lumpur, and Chichago Board of Trade (in which the futures product for soybean and soybean oil are traded).

CPO’s market price is highly influenced by several relevant and sometime unpredictable factors (such as change of weather or political decision) and may result in price volatility in the international market. The key factors determining CPO’s price are: • International demand for and supply of CPO; • Demand for and supply of other bio-oil, especially soybean oil and castrol oil. • Fast growth in biofuel market is a vital new growth. • Care about environment and effort to decrease CO2 emission, as well as high fossil based oil (since 2005) have encouraged the trend of the users of castrol, soybean, palm oil and other bio-oil as renewable sources of fuel to produce the material of bio-fuel and power . It has created new source of demand for bio-fuel as raw material, and has become main factor of the increase in the international bio-fuel price; • Supply and stock-usage ratio for CPO, soya oil, oil and other fat; • Government policy such as export and import tariff, including Indonesian export tax rate or import rate in India and China but also calculating the promotion of production and/or consumption; • Price of other bio-oil and the price of fossil oil as well as their derivatives. • Economic development such as income growth (GDP), interest rate and exchange rate fluctuation. • Population growth rate; and • Weather condition and other natural impact.

Oil palm plantation at commercial age of until about 25 years is unable to easily adapt to the change of market demand and price. Meanwhile, other perennial plants, such as soybean, are more easily able to follow the price change. When the oil palm reaches three years of age, it is expectedly able to continuously produce TBS without being affected by market price. Therefore, historically the change of CPO supply tends to be much left behind the price change, contradictory to perennial plants producing oil such as soybean, castrol and sun flower seed of which the planting area changes every year following the price progress.

The sharp increase in the fossil crude oil price and the high increase in CPO as well as other bio- oil have encouraged CPO price at the highest price in 2007 and 2008, but in line with the decrease in the international commodity price and global finance crisis striking countries in all over the world, the palm oil price was corrected in October and November 2008 until reaching the lowest price, but in line with the international economic condition recovery and the revival of commodity prices such as fossil oil, the palm oil price gradually increased in January – May 2009.

Due to prospective about the growth rate of international bio-oil consumption (soybean, castrol oil, CPO etc.) as renewable energy source (increasing in line with the growth of food consumption in the world) and the prospective of the increase in energy price. CPO price in the future is predicted to increase.

The graph below shows the CPO international prices for the period 1998 to 31 August 2009:

125

Source: bloomberg

The significant decrease in price occurred in mid of 2008 until early of 2009 is predicted occurs due to the global commodity price has become the target of sale purchase action of the speculant, due to the price development not reflecting the demand rate of such commodity.

The demand of oil palm is estimated to increase, which determined by some factors, namely:

- The growth of oil palm consumption is higher than other vegetables oil

Palm oil has become the type of vegetation oil mostly traded. During the latest three years, pal oil export increased by 21.5% and palm oil production increased almost 19%.

In addition, the palm oil consumption was recorded reaching 42.12 million tons or reaching 32.3% of total vegetation oil consumed in the world, increasing by 19.6% of that in the previous years, namely recorded 35.21 million tons or 30.41% of total international domestic consumption of vegetation oil. It indicates the popularity of palm oil compared to the other vegetation oil.

- The demand of bio-diesel supports the oil palm demand The international oil palm consumption predictedly will continuously increase together with the increase in bio-diesel consumption, because the oil palm is most important raw material for bio-diesel. At present, the positive impact of bio-diesel to public is that can be renewable alternative oil. In Indonesia the bio-diesel consumption has been applied to Pertamina’s product biosolar, one of oil fuel produced by PT Pertamina (Persero).

- The increase of distress to Trans-Fatty Acid in developed countries In the soya oil hydrogenation process, trans-fatty acid are formed, therefore the trans-fatty acid become the part of completed soya oil composition. The trans-fatty acid can cause heart disease. This information has made the public in developed countries tend to substitute the soya oil into oil palm.

- El Nino impact El Nino phenomenon has a negative impact on the oil palm production in Southeast Asia. For Indonesia, El Nino gives problem to Kalimantan area rather than Sumatera area. The rain season is predicted to decrease below normal for Kalimantan area. The impact of El Nino will affect the CPO production which in the end will increase the CPO price.

- Urgent requirement from developing countries China, as the world vegetables oil consumer, imported 5.5 million tonnes oil palm in period of 2008/2009, which increased by 10.55% compared to the same period in 2005/ 2006 (source: US Department of Agriculture). The import from China is estimated to increase by about 9% this year.

126 2. Natural Rubber

The largest natural rubber producers are Southeast Asia, in which Thailand, Indonesia and Malaysia are the largest producers.

The rubber industry is the largest natural rubber consumer and estimated to consume 60% to 70% of natural rubber production, while the residual is used by the shoes industry, gloves, contraception and other industry. Natural rubber will be the main raw material for tire because it gives better elasticity than synthetic rubber.

The less productive global economic condition during 2009 is predicted will affect the demand rate for natural rubber product. This condition occurs due to several big motor vehicle manufacturer companies in the world especially car have made the decrease in production rate, decrease in total employees, until coverage of several its manufacturers, in which it has caused the decrease in demand for natural rubber and make Thailand, Indonesia, Malaysia and Vietnam decreasing their export. In January 2009, ISRG predicted that the international rubber consumption is 21.2 million ton or decreases by 4.4% from the previous year that was recorded amounting to 22.18 million tons. The natural rubber consumption is predicted will decrease to 9.24 million tons, 2.3% if compared to that in 2008.

However, the Company predicts that in the long term, the demand rate for natural rubber will increase again, it is based on the belief that China and India will continuously try to maintain/increase their motor vehicle economic and production growth, in which it will directly increase the demand for natural rubber as tire making raw material.

In addition, the capability of three big natural rubber producers, namely Thailand, Indonesia and Malaysia are able to play role to assist to create the balance in the demand and offer rate that finally it is expected that able to affect the price to better level. One of steps already taken by Thailand is by re-purchasing several natural rubber distributed in the market to sore and re- release upon the price is better, the greatest purchase is intended to decrease the supply in the market and maintain the price.

127

XI. SUMMARY OF FINANCIAL HIGHLIGHT

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Balance Sheet Assets Current Assets 766,792 746,422 1,427,343 671,586 Non Current Assets 4,281,017 3,953,897 2,883,561 1,111,415 Total Assets 5,047,809 4,700,319 4,310,904 1,783,001

Liabilities and Equity Current Liabilities 852,995 501,507 449,844 189,279 Non Current Liabilities 1,599,129 1,727,633 1,474,471 951,236 Minority interest to subsidiary’s net asset 1,303 1,000 1,383 - Equity 2,594,381 2,470,178 2,385,206 642,485 Total Liabilities and Equity 5,047,809 4,700,319 4,310,903 1,783,001

Profit (Loss) Statement Net Sale 1,486,243 2,931,419 1,949,018 1,180,622 Cost of Goods Sold 1,054,686 (1,909,397) (1,278,975) (769,680) Gross Profit 431,557 1,022,022 670,043 410,942 Operating Expenses 115,165 (262,325 (181,171) (118,784) Operating Profit 316,391 759,697 488,871 292,158 Other Income (Charge) (48,105) (479,922) (144,941) (41,694) Profit Income Tax 268,287 279,775 343,930 250,464 Estimated tax benefit (charge) (91,834) (106,205) (101,075) (77,567) Profit before subsidiary’s minority right 176,452 173,570 206,383 172,898 Net Profit 176,149 173,570 206,575 172,898

31 August 31 December Financial Ratio 2009 2008 2007 2006 Assets Return Rate (%) 3,49 3,69 4,79 9,70 Equity Return Rate (%) 6,79 7,03 8,66 26,91 Current Ratio (%) 89,89 148,8 317,3 354,8 Ratio of Liabilities to equity (%) 94,52 90,24 80,68 177,52 Ratio of Liability to assets (%) 48,58 47,43 44,64 63,97 Assets circulation rate 0,29 0,62 0,45 0,66 Gross profit margin (%) 29,04 34,86 34,38 34,81

128

XII. EQUITY

The table below describes Company’s capital position for 8 (eight) months period ended on 31 August 2009, which have been audited by Public Accountant Office Handoko Tomo (Mazars) and for the years ended on 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office Doli, Bambang, Sudarmadji & Dadang, with a qualified opinion.

(in million Rupiah) 31 August 31 December Description 2009 2008 2007 2006 Subscribed and Paid-Up Capital 378,800 378,800 378,800 233,100 Additional Paid-Up Capital - Share Agio - net 1,572,236 1,572,236 1,572,080 147,256 Difference of transaction value to controlling entity (22,029) (22,023) - - Circulated share re-gained (1,997) (1,996) - - Difference on Foreign Exchange Due to Financial (17,814) 95 438 (161) Statements Elaboration Profit Balance 685,185 543,073 433,900 262,290 Total Equity 2,594,381 2,470,178 2,385,206 642,485

Information on the changes of authorized and issued and paid-up capital since LPO II until the published date of this Prospectus is as follows: In condition that the change of Company’s equity occurring as the consequence of LPO III of shares to the public is 9,469,992,337 (nine billion four hundred sixty nine million and nine hundred ninety two thousand three hundred thirty seven) shares and Warrant Serial II 631,332,822 (six hundred thirty one million three hundred thirty two thousand eight hundred twenty two) warrants entirely exercised on 31 August 2009, the proforma of Company’s equity structure as of 31 August 2009 will be as follows:

(in million Rupiah) Difference of Difference controlling of Issued and Additional entity Re-gained exchange Profit Total Description paid up paid up restructurization distributed rate due to balance Equity capital capital transaction shares elaboration value of financial statement Equity position according to Company’s Financial Statements as of 31 378,800 1,572,236 1,572,236 (1,996) 95 543,073 2,470,178 August 2009 at nominal value of Rp 100 per share 9,469,992,337 shares from LPO III at nominal value of Rp 100.00 per share offered at the price of Rp 525 per share 1,010,133 4,296,220 - - - - 5,306,352 and 631,332,822 warrants Serial II at implementation price of Rp 530.00 per share Proforma of Equity as of 31 August 1,388,933 5,868,456 1,572,236 (1,996) 95 543,073 9,370,796 2009 after LPO III

129

XIII. DIVIDEND POLICY

New shareholders relate to this LPO III have the same right and level in all cases with existing shareholders, including right on dividend.

The Company plans to pay cash dividend to shareholders every year depends on Company’s financial condition in related year without diminishing the right of GMS to make other decision according to Company’s Article of Associations.

Starting from the year ended on 31 December 2004, the Company plans to pay cash dividend from net profit after tax with the following policy: Net Profit After Tax Cash Dividend ≤ Rp 100,000,000,000,- 10% -15% > Rp 100,000,000,000,- 16% -20%

There is no change in the Company’s dividend policy from that of disclosed in LPO II prospectus published in 2007.

Since LPO II, the Company has paid dividend to its shareholders as detailed in the following table: Cash Retained Profit Total Shares Paid Dividend Payout Year Net Profit (Loss) Dividend Balance (000 shares) (Rp 000) Ratio (%) (Rp) 1990 20,958,630 10,054,899 - 37,000 - - 1991 30,741,819 15,185,189 200 37,000 7,400,000 73.59% 1992 32,325,516 11,758,727 275 37,000 10,175,000 67.00% 1993 37,947,393 15,796,846 275 37,000 10,175,000 86.53% 1994 51,588,016 24,185,623 285 37,100 10,545,000 66.75% 1995 71,984,448 33,346,431 350 37,100 12,950,000 53.54% 1996 100,331,884 43,147,436 400 74,000 14,800,000 44.38% 1997 135,160,976 50,369,411 75 207,200 15,540,000 36.00% 1998 166,769,962 50,469,411 75 207,200 15,540,000 30.85% 1999 38,323,862 (6,445,287) - 207,200 - - 2000 (155,326,414) (193,650,277) - 248,640 - - 2001 (225,869,471) (70,543,056) - 248,640 - - 2002 (149,914,301) 75,955,170 - 248,640 - - 2003 (67,347,562) 80,425,611 - 248,640 - - 2004*) 8,641,491 95,916,193 - 2,331,000 - - 2005 110,371,065 115,715,575 6 2,331,000 13,986,000 14.58% 2006 262,289,585 172,897,520 9 2,331,000 20,979,000 18.13% 2007 433,899,857 206,575,272 15 3,787,875 34,965,000 20.22% 2008 543,073,253 173,569,364 17 3,787,875 64,395,948 31.17% *) after change of accounting policy and representation of financial statement

130

XIV. TAXES

The Income Tax on share dividend is counted pursuant to prevailing law and regulations. According to Law No. 17 year 2000 on the Third amendment to Law No. 7 Year 1983 on Income Tax, the dividend or the profit sharing received by the limited liability company as the local tax payer, cooperatives, foundation or similar organization or State Owned Company or District Government Owned Company (BUMD), which comes from the investment in legal entity which established and located in Indonesia is not included as Income Tax Object on the following condition:

1. The dividend comes from retained earning; and

2. For Limited Liability Company, State Owned Company or District Government Owned Company (BUMD) that received dividend, the ownership on legal entity which gives dividend is not less than 25% (twenty five percent) of total issued and paid-up capital and should have any operating business other than such share ownership.

According to Decision of Minister of Finance of the Republic of Indonesia No. 651/KMK.04/1994 dated 29 December 1994, on Investment Sectors that Give Income to Pension Fund which Not Comprise as Income Tax Object, as approved by Minister of Finance of the Republic of Indonesia, the Pension fund income is not comprise as the Income Tax Object on condition that such income received from other investment in securities that traded on Indonesia Stock Exchange.

According to Indonesian Government Regulation No. 14 dated 29 May 1997 on the amendment of Government Regulation No. 41 year 1994 on Income Tax of Income from Share Sale Transaction on Stock Exchange, it is stated that:

1. For income received by Individual Tax Object and Legal Entity Tax Object from share sale transaction on Stock Exchange is subject to final Income Tax for 0.1% (zero point one percent) of the gross amount of share sale transaction value. The payment of withholding income tax is deducted by Stock Exchange through securities broker on the transaction settlement.

2. or shareholders who also the founder are subject to additional Income Tax for 0.5% (five per ten percent) of total shares owned at the Initial Public Offering;

3. The founder shareholder will be provided with easiness to fulfill its tax obligation based on own calculation according to the provisions above. In this case, the founder shareholder for taxes interest may calculate final for their own assumption basis that there is already income. The payment of additional withholding Income Tax can be settled by Company on the name of each founder shareholder not later than 1 (one) month after the shares are traded on Stock Exchange. However, if the founder shareholders did not prefer to use the facility above, hence the calculation of the Income Tax is based on generally accepted Income Tax tariff pursuant to Article 17 of Law No. 17 year 2000.

4. Based on Article 23.1 Law No. 17 year 2000, the dividend received from shares traded on and off Capital Market, withhold or paid to Local Individual Taxpayer is subject to Income Tax Article 23 for 15% (fifteen percent) of gross amount.

Dividend which paid or withhold to Foreign Tax Object will be subjected to tariff of 20% (twenty percent) of cash paid or 20% (twenty percent) of par value (in term of share dividend) for those who are citizen of the country that signed Double Taxation Avoidance Agreement (Perjanjian Pajak Berganda (P3B)) with Indonesia, by complying with Letter from Directorate General of Tax No. SE- 03/PJ.101/1996 dated 29 March 1996 on the Implementation of Approval on Double Taxation Avoidance.

THE APPLICANT IN THIS LPO III IS SUGGESTED WITH THEIR OWN MONEY, TO CONSULT WITH TAX CONSULTANT ABOUT THE TAXES EFFECT CAUSED BY THE PROCUREMENT, OWNERSHIP AND SALES OR TRANSFER OF SHARES PURCHASED THROUGH THE LPO III.

131 XV. SUPPORTING INSTITUTIONS AND PROFESSIONALS

Supporting Institutions and Professionals of the Capital Market in the frame of this LPO III is as follows:

PUBLIC ACCOUNTANT Handoko Tomo (Mazars) Jl. Sisingamangaraja No. 26 Jakarta 12120 Phone. (021) 7202605 Fax. (021) 7202606

The main duty of Public Accountant in this LPO III is to conduct an audit based on the standard auditing that have been determined by Indonesian Institute of Accountants. The standard has insisted public accountants to plan and to implement audit so that the financial statement is free from any material mistakes. Public Accountant responsibility is on the opinion given to the audited financial statement.

An audit consists of the investigation on the supporting of trial evidence in revealing the financial statement. An audit also consists of review on the applied accounting principle and significant estimation made by management, also review on the overall presentation of financial statements. Public Accountant Handoko Tomo has obtained Registered Certificate from Bapepam & LK under No. 68/BL/STTD-AP/2009 dated 7 May 2009.

LEGAL CONSULTANT Hadiputranto, Hadinoto & Partners Indonesia Stock Exchange Building Tower II, 21st Floor Sudirman Central Business District Jl. Jenderal Sudirman Kav. 52-53 Jakarta

LEGAL CONSULTANT Ali Budiardjo, Nugroho, Reksodiputro Graha Niaga, 24th Floor Jl. Jend. Sudirman Kav. 58 Jakarta 12190

The scope of duty of Legal Consultant Hadiputranto, Hadinoto & Partners in this LPO III is to conduct a legal due diligence to the fact about the Company, CCI, JOP, and Monrad submittedby the Company, CCI, JOP and Monrad to the Legal Consultant Hadiputranto, Hadinoto & Partners.

Legal Consultant Hadiputranto, Hadinoto & Partners has obtained Registered Certificate from Capital Market and Financial Institutions Supervisory Agency under No. 179/STTD-KH/PM/1998 dated 21 April 1998 and already registered as member of Association of Capital Market Legal Advisor with registration No. 98037.

The scope of duty of Legal Consultant Ali Budiardjo, Nugroho, Reksodiputro in this LPO III is to conduct a legal due diligence to the fact about DAIP, DAP, DSIP, FSC, SIP and SMAP submitted by each Company to the Legal Consultant Ali Budiardjo, Nugroho, Reksodiputro.

Legal Consultant Ali Budiardjo, Nugroho, Reksodiputro has obtained Registered Certificate from Capital Market and Financial Institutions Supervisory Agency under No. 295/PM/STTD-KH/PM/2000 dated 15 May 2000.

The audit finding from legal aspect has contained in the Legal Audit Report from each legal consultant above constituting the explanation to the Company from the legal aspect and being the basis and form integral part of the Legal Aspect Opinion provided objectively and independently by each legal consultant above.

132 APPRAISAL COMPANY Martokoesoemo, Prasetyo & Partner Chase Plaza, 12th Floor Jl. Jend. Sudirman Kav. 21 Jakarta 12920

The main duty of Appraisal is to conduct valuation of Target Company’s shares in order to provide opinion on fair market value according to valuation norms in Indonesia (Indonesia Valuation Standard) and ethical code of Association of Indonesian Appraisal Company (Gabungan Perusahaan Penilai Indonesia/GAPPI).

The Independent Appraisal Martokoesoemo, Prasetyo & Partners has obtained license from Capital Market and Financial Institutions Supervisory Agency No. 02/BL/STTD-P/B/2007 dated 27 December 2007.

NOTARY Sutjipto, S.H. Menara Sudirman, 18th Floor Jl. Jenderal Sudirman Kav. 60 Jakarta 12190

The scope of duty of Notary as supporting professional in this LPO III is to make the deeds for this LPO II and make the Minutes of Meeting regarding such matter.

Notary Sutjipto, S.H. has been registered based on Decision Letter from Minister of Justice and Human Rights of the Republic of Indonesia No. M-13-HT/03.05-TH.1988 and has obtained license from Capital Market and Financial Institutions Supervisory Agency No. 11/STTD-N/PM/1996.

SECURITIES ADMINISTRATIVE BUREAU PT EDI Indonesia Wisma SMR, 10th Floor Jl. Yos Sudarso Kav. 89 Jakarta 14350

The duty of Securities Administrative Bureau in this LPO III is to conduct share administration and act as a settlement agent.

The Capital Market Supporting Institutions and Professionals involved in this LPO III state that they are not affiliated to the Company, directly or indirectly as defined in the Law No. 8 of 1995 dated 10 November 1995 regarding Capital Market.

PT EDI Indonesia has obtained license from Capital Market and Financial Institutions Supervisory Agency No. KEP-01/PM/BAE/2000.

133

XVI. STANDBY BUYER

Based on Standby Buyer Agreement for Limited Public Offering III (Akta Perjanjian Kesanggupan Pembelian Sisa Saham Penawaran Umum Terbatas II) PT Bakrie Sumatera Plantations Tbk. No. 74 dated 8 December 2009, drawn up before Aulia Taufani, S.H., as substitute of Sutjipto, S.H., Notary in Jakarta, the standby buyer in relation to the LPO III is:

PT Danatama Makmur Menara Global, 15th Floor Jl. Gatot Subroto Kav. 27 Jakarta 12950 Phone: +6221 5797 4288 Fax: 6221 5797 4280

If the New Shares offered in the LPO III are not fully subscribed by the Right holders, the remaining New Shares will be allocated to other Right holders, who have exercised their Rights and have applied for additional New Shares in excess of their Rights, proportionally pursuant to the Rights which have been exercised.

If after such allocation, there are still any remaining shares, pursuant to Standby Buyer Agreement for Limited Public Offering II (Akta Perjanjian Kesanggupan Pembelian Sisa Saham Penawaran Umum Terbatas II) PT Bakrie Sumatera Plantations Tbk. No. 74 dated 8 December 2009, drawn up before Aulia Taufani, S.H., as substitute of Sutjipto, S.H., Notary in Jakarta, PT Danatama Makmur shall act as Standby Buyer who will subscribe all the remaining shares at the same price as the offering price of LPO III of the Company, which is Rp 525.00 (five hundred twenty five Rupiah) per share.

134

XVII. REQUIREMENT FOR APPLYING AND PURCHASING OF SHARES

The requirement for applying and purchasing of shares detailed below may change as a result of new regulation made by KSEI.

For LPO III, the Company has appointed PT EDI Indonesia as the Share Administrative Bureau and Implementation Agent in the Limited Public Offering III based on Deed of Share Administrative Bureau and Implementation Agent in the Limited Public Offering III of PT Bakrie Sumatera Plantations Tbk., No. 75 dated 8 December 2009 drawn up before Aulia Taufani, S.H, substitute for Sutjipto S.H. Notary in Jakarta.

1. THE RIGHTFUL APPLICANTS

Each shareholders whose names are registered in DPS on 28 January September 2010 until 16.00 WIB have the right to apply for new share in this LPO III in condition that every holder of 2 (two) shares is entitled to receive Rights to buy 5 (five) new shares offered at price of Rp 525 (five hundred twenty five Rupiah) per share which must be fully paid at the time of submitting an application to exercise the Rights.

The rightful applicants for purchasing new shares are: − The legal holder of Rights Certificate (“Script Rights”) on their own names or other legal holder of Rights according to the prevailing law, or − The holder of Rights registered in Collective Deposit in KSEI (“Electronic Rights”) until the end of Rights trading period.

Applicants can consist of individually and or Indonesian and/or Foreign Legal Entity Institutions/Enterprises as outlined in regulation No. 8 of 1995 dated 10 November 1995 regarding the Capital Market Law.

To meet the schedule of registration process, all the rightful shareholders who does not included in KSEI collective deposit and has not been registered in Company’s DPS and would like to obtain their Rights are recommended to register to BAE before the Recording Date, which is on 5 February 2010.

2. DISTRIBUTION OF RIGHTS

− For shareholders whose shares are in the Collective Deposit system of KSEI, the Rights shall be distributed electronically through the respective securities accounts of the Securities Company or Custodian Bank in KSEI at the latest 1 working day after the Recording Date in DPS that entitled to Rights Certificate; and − For shareholders whose shares are not deposited in the collective deposit in KSEI, the Company shall issue Rights Certificate in the names of the Shareholderss.

The shareholders whose are located in Jakarta, Bogor, Tangerang, Bekasi (Jabotabek) may obtain the Right Certificate, Prospectus and other form in the Company’s Securities Administrative Bureau (BAE) during working hour and working day on 29 January 2009 by showing the original of a valid identity card (KTP/Passport/KITAS) and submitting the authentic power of attorney, copy of the identification of the authorizer and the authorized parties/attorney for those who cannot obtain in person.

The Company will not send the Rights Certificate, Prospectus and other form to shareholders who are located outside Jabotabek by Registered Mail, only if there is written request from the relevant shareholder. The Company will not send such package to the shareholders in the United States pursuant to regulation of United States Securities Act 1933 No. 5 prevailed in such Country.

3. REGISTRATION AND EXERCISE OF RIGHTS CERTIFICATE

The registration of Rights exercise should be done in the Company’s BAE Office commencing from 1 February 2010 to 5 February 2010 during working days (Monday to Friday) at 9:00 – 15:00 WIB.

135 a. Rights Certificate in Collective Depository

The Rights holder in Collective Deposit of KSEI who will exercise their Rights should submit an application to exercise its Rights through the appointed Securities Company/Custodian Bank. Furthermore, the Securities Company/ustodian Bank should give instruction to KSEI to process the Rights exercise based on regulation and operational procedure stipulated by KSEI.

To be able to give the instruction, the Securities Company/Custodian Bank should fulfill the following requirements:

− The Rights holder should have sufficient fund to exercise the Rights at the time of submitting the application.

− The fund should be in the account of Securities Company/ Custodian Bank who applied for the shares.

− Securities Company/Custodian Bank should open sub account for the Rights holder who would like to apply for new shares.

On one business day after receiving the application from Securities Company/Custodian Bank to exercise the new shares, KSEI will deliver the list of Rights holder who registered in collective deposit in KSEI to Company’s BAE, PT EDI Indonesia, and deposits the payment to the Company’s bank account.

The instruction on share application from Securities Company/ Custodian Bank electronically should be effective not later than 5 February 2010.

The Rights which not exercised until the end of exercise period will be removed from Securities Account by KSEI. KSEI will submit Confirmation regarding the removal of securities to the related Securities Company/Custodian Bank. b. Rights Certificate outside Collective Depository

The holder of Rights Certificate who would like to exercise their Rights have to submit the application to Securities Administrative Bureau appointed by the Company, namely:

Securities Administrative Bureau PT EDI Indonesia Wisma SMR, 10th Floor Jl. Yos Sudarso Kav. 89, Jakarta 14350 Telephone: (62-21) 650 5829 Fax: (62-21) 651 5131

along with the following documents: • Original duly signed and completed Rights Certificate; • Original evidence of payment by the way of remittance/ transfer/giro/cheque/cash into the Company’s account from the bank where the payment was made; • Original duly stamped Power of Attorney (if by way of proxy) on legal stamp Rp 6,000 attached with a photocopy of KTP/Passport/KITAS of authorizing and the authorized parties; • Photocopy of valid KTP/Passport/KITAS (for individuals) or photocopy of Articles of Association (for Institution/Legal Entity) attached with the latest Directors /Management structure and the photocopy of their identity card. • The Company will issue shares resulting from the exercise of Rights in form of Shares Collective Certificate in form of script shares (Shares Collective Certificate). If the Rights Certificate holder intending that the shares as result of exercise of Rights is in electronic form, then the application of exercise to BAE shall be submitted through the member of Exchange Rate or Custodian Bank appointed by submitting the additional document in terms of:

136 - Original power of attorney of the Rights Certificate holder to the Member of Exchange Rate/Custodian Bank to file the application for Rights Exercise and make the securities administration to the shares as result of Rights exercise in the KSEI Collective depository at the name of principal.

- Original Securities Submission Form (Formulir Penyetoran Efek (FPE)) duly completed for the purpose of distribution of shares resulting from the exercise of Rights.

If the Right Certificate is filled improperly based on the requirements described in the Right Certificate and the Prospectus for this Rights Certificate exercise, then the subscription will be rejected.

4. ADDITIONAL SUBSCRIPTION

The holder of Rights Certificate beyond KSEI collective depository may submit for additional new share exceeding the portion determined by filling the Additional Shares Purchase column available in the Right Certificate.

For the holder of Rights in the collective deposit in KSEI who would like to apply for additional share exceeding the portion determined according to the shares owned should apply to Company’s BAE through Securities Company/Custodian Bank, by filling out the Additional Shares Purchase Form (Additional FPPS) and giving the following documents: − Original exercise instruction that have been settled through C-BEST; − Duly completed FPE; and − Original payment evidence by remittance/transfer/ giro/cheque/cash to the Company’s account from the bank where the payment was made.

The payment of the additional shares shall be done in multiplication of 500 shares. The payment of additional share purchase order shall have to be received in good funds to the Company’s account at the latest of 9 February 2010 The order that does not meet the requirements in Rights Certificate and Additional FPPS may result rejection of the order.

5. ALLOTMENT OF ADDITIONAL SHARES

Allotment of Additional Orders shall be determined on 10 February 2010 with requirements as follows:

a. If the total number of ordered shares including the additional shares orders is not more than the total of maximum shares issued in this LPO II, all of the additional share orders will be fulfilled.

b. If the total number of ordered shares including the additional shares orders is more than the total of maximum shares issued in this LPO II, a proportionate allotment system shall be applied, which shall be based on the number of Rights exercised by each of the holder of Rights requesting for the additional shares.

6. PAYMENT REQUIREMENTS OF ADDITIONAL SHARE ORDER

a. Original payment evidence by remittance/transfer/ giro/cheque/cash from the bank. The payment of the share exercise in this LPO III must be fully paid in Rupiah currency at the time of submitting such order in cash, cheque, giro or transfer by stating the Applicant Name and number of the Right Certificate in Rupiah currency to the Company’s account as follows:

Bank Capital - Menara Dua Branch A/C No. 28.00.00.00103.3 Account Holder: PT Bakrie Sumatera Plantations Tbk.

The Company will give payment evidence which stated name of applicants and number of Rights Certificate.

137

All the costs that may arise on the purchase of shares in this LPO III will be charged to the buyer. The shares application which not fulfilled the payment requirement will be cancelled.

b. All cheques and bank notes shall be cleared upon receipt. Should at the time of clearing, the cheques and bank notes be rejected by concerned Bank, then the purchase orders shall be regarded as null and void. Should the payment be made by cheques or transferring or giro, then the date of payment shall be calculated based on the date of receipt of the cheques/transferring/ giro/funds of which are received in good funds in the Company account as above mentioned. For purchase of additional shares, payment shall be made on the same day of order whereby such payment should be received in good funds in the Company account the latest 2 (two) days after trading period which is on 9 February 2010.

7. SHARE PURCHASE ORDER EVIDENCE

At the time of submitting share purchase order, BAE will give Share Purchase Order Evidence to applicants as a part of Rights duly stamped and signed which should be one of the requirements to obtain Share Collective Certificate/ return of money of failed order. The Rights Certificate holder in KSEI collective depository will obtain confirmation for the application of Right Exercise from C-Best in KSEI through KSEI account holder.

8. CANCELLATION OF SHARE ORDERS

The Company has the right to cancel orders for shares in its entirely or partially with due observance to the prevailing requirements. The cancellation could occur because the FPPS is not fully completed according to its requirements or the payment is not received in good funds in Company’s account and/or completeness of application document is not fulfilled upon submission of application for shares order. The notification of such cancellation on share orders shall be on 10 February 2010.

9. REFUND OF PAYMENT FOR SHARE ORDERS

In case of the non-compliance of all or part of the application to order additional shares or in case of cancellation of share orders, then the Company shall refund all or part of such ordering funds within not later than 2 (two) working days from the date of the allotment, which is on 12 February 2010.

Should there be a delay in the refunding of such funds, the amount of money shall be refunded with interest which shall be calculated as of 10 February 2010 based on the average interest rate level on monthly deposits by Public Bank. Such matter is not eligible to give interest if such delay is due to the subscriber not collecting the refund at the specified time. The refund should be made in Rupiah currency by cheque/giro, and transfer on Applicant name which can be obtained in Company’s office starting from 12 February 2010 in Company’s BAE at 10:00 WIB to 15:00 WIB. Otherwise, the check shall be taken at the Company’s office.

The money can only be refunded by showing a valid applicant original KTP or other identity card and submit the Share Purchase Order Evidence and copy of such identity card. The applicant can assign other person to obtain the refund by submitting power of attorney letter duly stamped on legal stamp of Rp 6,000 (six thousand Rupiah) attached with a photocopy of KTP of authorizing and the authorized parties and showing the original of KTP of authorizing and the authorized parties. If the refund is made by transfer, the Company will transfer the refund directly to the applicant’s bank account therefore the applicant would not obligate to pay any transfer expense.

Delivery Of Shares Resulting From The Exercise Of Rights

Shares resulting from the exercise of Rights will be distributed to shareholders commencing from 3 February 2010 to 9 February 2010. Since the appliance of script less trading on Company’s shares, therefore the delivery of shares resulting from the exercise of Rights should be perform on the following requirements:

138 For shares in Collective Deposit in KSEI: a. The Company will not issue SKS in this LPO III, but the shares as result of Rights Certificate exercise and Allotment will be distributed electronically into KSEI collective depository. b. Shares resulting from the exercise of Rights will be deposit by Company’s BAE on behalf of Company to Securities Account determined by KSEI (Issuer Account) not later than 2 (two) trading days after KSEI is submitting the payment to Company and the list of shareholders who apply for Rights exercise to BAE. Subsequently KSEI will distribute the shares to each securities account of Right’s holder who exercised its Rights. c. Shares resulting from the Allotment of additional share order will be credited or distributed in electronic form in collective deposit of KSEI not later than 2 business days after the Allotment Date.

For shares from Rights Certificate (Script Rights): a. The Company will issue SKS b. Shares resulting from the exercise of Rights will be deposited by BAE on behalf of Company to Securities Account appointed by Applicants not later than 5 trading days after all the Rights exercise requirements have been fulfilled. c. Shares resulting from the Allotment of additional share order will be credited or distributed in electronic form in collective deposit of KSEI not later than 2 trading days after the Allotment Date.

10. ALLOCATION OF THE REMAINING SHARES THAT ARE NOT FULLY SUBSCRIBED BY THE RIGHTS HOLDER

In the event that shares offered in this LPO III are not fully subscribed by the Rights holder, then the remaining shares shall be allocated to other Right holders who applied for a larger portion than their Rights.

In the event that after the allocation there are still any remaining shares, pursuant to Standby Buyer Agreement for Limited Public Offering III (Akta Perjanjian Kesanggupan Pembelian Sisa Saham Penawaran Umum Terbatas III) PT Bakrie Sumatera Plantations Tbk. No. 74 dated 8 December 2009, drawn up before Aulia Taufani, S.H., substitute of Sutjipto, S.H., Notary in Jakarta, all such remaining shares will be subscribed by PT Danatama Makmur who shall act as Standby Buyer at the same price as the offering price of Limited Public Offering II of PT Bakrie Sumatera Plantations Tbk, which is Rp 525 (five hundred twenty five Rupiah) per share.

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XVIII. INFORMATION ON RIGHTS AND WARRANT

The securities offered in this Limited Public Offering III consists of 9,469,992,337 (nine billion four hundred sixty nine million and nine hundred ninety two thousand three hundred thirty seven) Ordinary Shares with a nominal value of Rp 100 (one hundred Rupiah) per share offered at the price of Rp 525 (five hundred twenty five Rupiah) per share so that the total issuance will be Rp 4,971,745,976,925 (four trillion nine hundred seventy one billion, seven hundred forty five million and nine hundred seventy six thousand nine hundred twenty five Rupiah) issued from the portfolio and will be listed on Jakarta Stock Exchange and Surabaya Stock Exchange. Every holder of 2 (two) shares whose name is registered in Shareholderss Register Book on 28 January 2010 at 16.00 WIB is entitled to receive 5 (five) Rights to buy 5 (five) new shares at Bid Price of Rp 525 (five hundred twenty five rupiah) per share that must be fully paid upon submitting the application for Rights exercise. Every 15 (fifteen) new shares resulting from the exercise of Rights are included 1 (one) Warrant Serial II, in which every 1 (one) Warrant Serial II gives right to its holder to buy share 1 (one) new Company’s share issued from portfolio with nominal value of Rp 100 (one hundred Rupiah) per share at the exercise price of Rp 530 (five hundred thirty Rupiah) per share.

A. INFORMATION ON RIGHTS

The Shares offered in this LPO III are issued based on the Rights issued by the Company for the rightful shareholder at ratio of every 2 (two) Shares will gain 5 (five) Rights.

The Rights holder who would like to trade their Rights should have an account in Securities Company/Custodian bank that has Securities Account in KSEI.

1. The Rightful Shareholderss Entitled to Rights

Shareholderss whose names are registered in Company’s DPS on 28 February 2010 at 16.00 WIB.

2. Form of Rights

For shareholders whose shares are deposited in Collective Deposit of KSEI, their Rights will be issued in form of electronic (Electronic Rights) in Securities Account of Securities Company and/or Custodian Bank in KSEI.

For shareholders whose shares are not deposited in Collective Deposit of KSEI, their Rights are issued in form of Rights Certificate stating the name and address of the shareholder/s, number of shares owned, total Rights that can be applied to purchase shares, column for number of shares purchased, total price to be paid, total order of additional shares, endorsement column and other necessary information.

3. Rights Trading

The Rights can be traded or transferred during the trading period of Rights commencing from 1 February 2010 to 5 February 2010. The Rights holder who would like to transfer their Rights can conduct the transfer on and off the Stock Exchange (through Securities Broker registered in Stock Exchange) based on the prevailing law and regulation in Capital Market.

All expenses that arise from the transfer of Rights shall become the responsibility of the Rights holder or the Rights prospective holder.

4. Distribution of Rights

For the holder of Rights Certificate intending to release or transfer part of Rights owned, then the relevant Rights holder may contact BAE PT EDI Indonesia to obtain Rights denomination desired. The Rights Holder may make the Rights Certificate denomination from 1 February 2010 to 5 February 2010.

140 5. Rights Price

The Rights price offered by the rightful Rights holder shall differ one from another, based on the demand and supply applicable in the market.

As an example, the calculation of the Rights price hereunder is one of the methods to calculate the Rights price, but does not guarantee that the results of calculation of such Rights price obtained is Rights price actually applicable in the market. The explanation hereunder is expected to provide general picture on how to calculate the Rights price.

Assumption of price per share = Rp a Exercise price of shares in LPO III = Rp r Existing shares before LPO III = A Number of shares offered in LPO III = R

Theoretical Price of New Share from Rights

Rights Price per Share

6. Denomination of Rights

If in the issue of Rights based on ratio as already explained above, there is amount of Rights in form of denomination, then the Rights value received by the Entitled Shareholderss will be subjected to rounded off downward.

According to Regulation No. IX.D.1 on Rights Issue, the remaining Rights resulting from the round down of Rights denomination, should be sold by the Company and the fund received from such sale should be deposited to Company’s account.

7. Implementation of Rights

The issued Rights should be use by the Rightful Holder to order shares offered by the Company. Rights cannot be exchanged with money or anything else with the Company and shall be traded by way of depositing it in the collective deposit in KSEI through Securities Company/Custodian Bank.

8. Others

All expenses that arise from the transfer of Rights shall become the responsibility of the Rights holder or the Rights prospective holder.

B. INFORMATION ON WARRANT

Adjustment of Warrant Serial I Exercise Price

Upon the previous Limited Public Offering II, the Company has issued 1,456,875,000 (one billion four hundred fifty six million eight hundred seventy five thousand) Ordinary Shares as result of Rights exercise, at nominal value of Rp 100.00 (one hundred Rupiah) furnished with the issue of Warrant Serial I namely 364,218,750 (three hundred sixty four million two hundred eighteen thousand seven hundred fifty) Warrants with the implementation period for 3 years. Until 31 August 2009, from total 364,218,750 Warrant Serial I issued, 121,935 out of them have been converted to the Company’s shares. Based on the Prospectus issued for LPO II in 2007, if there is addition of shares as the consequence of change of nominal value, the distribution of bonus share or dividend share, conversion or other stock that can be converted to shares or existence of issue of new shares or other securities that can be converted to shares by Limited Public Offering, then it may affect the exercise price or total Warrant Serial I circulated. Based on such matter, then upon this LPO, the exercise price of Warrant Serial I will be subjected to adjustment with calculation procedure is presented in Prospectus of LPO II of 2007.

141 Information on Warrant Serial II

Warrant Serial II issued by the Company total of 631,332,822 (six hundred thirty one million three hundred thirty one thousand eight hundred twenty two) Warrant with name offered for free for new Shareholders as Result of Rights Exercise and New Shares as Result of Allotment in this Limited Public Offering III.

Warrant Serial I is issued based on Akta Pernyataan Penerbitan Waran Seri II PT. Bakrie Sumatera Plantations Tbk. No. 76 dated 8 December 2009, drawn up before Aulia Taufani, S.H. as substitute for Sutjipto, S.H., Notary in Jakarta.

The following information on Warrant Serial II are taken from Akta Pernyataan Penerbitan Waran Seri I, however it is not the complete translation from the entire requirements stated in such deed. The complete translation can be obtained or read in the Company’s office and Warrant Serial II Administrator’s office during working days and working hours.

1. Definition

a. Warrant Serial II shall means Warrant Serial II or Warrant Serial II Collective Certificate or evidence of ownership which is the evidence that give right to its holder, to buy Shares Resulting From the Exercise pursuant to terms and conditions and issuance of Warrant Serial II by following the prevailing Regulation on Capital Market and provision of Indonesian Securities Central Custodian (KSEI); b. Warrant Serial II Collective Certificate shall means evidence of ownership of Warrant Serial II issued by Company which stating serial no., name, address, issuance date and number of Warrant Serial II and other related information; c. Exercise of Warrant Serial II shall means the exercise of right to buy new share conduct by the holder of Warrant Serial II; d. Exercise Price shall means the price of share that need to paid at the time of Exercise of Warrant Serial II and as initial price of exercise is Rp 530.00 (five hundred thirty Rupiah). The initial price of exercise may be subjected to change if there is adjustment of exercise price as mentioned in the Exercise Price Adjustment and Amount of Warrant Serial II in chapter XVIII Information on Rights and Warrant item B point 11 hereinbelow. e. Resulting Shares shall means new shares issued from Company’s portfolio as a result of the exercise of Warrant Serial II which is the Company’s issued and paid-up capital that becomes part of Company’s share capital and give the equal rights with other Company’s shareholders rights, all of the foregoing by taking into account the prevailing KSEI provisions.

2. Right to Warrant Serial II

Warrant Serial II is issued free of charge to new Shareholderss as the Result of HMETD and New Shares as the result Allotment in the Limited Public Offering III provided that every holder of 15 (fifteen) New Shares will gain 1 (one) Warrant Serial II. If there is split in the number of Warrant gained by the New Shareholderss, the number of acquisition of Warrant Serial II will be rounded off downward.

3. Form of Warrant Serial II

Warrant Serial II issued by the Company is Warrant Serial II with Name.

For the holder of HMETD beyond KSEI Collective Depository, the Company will issue Collective Certificate of Warrant Serial II. For the holder of HMETD within KSEI Collective Depository, as the initial evidence of ownership is in form of Allotment Confirmation Form which will be administrated electronically by KSEI. Warrant Serial II is registered and recorded as well as transacted in Indonesia Stock Exchange since February 1, 2010 until January 30, 2013. The Company has appointed Stocks Administration Bureau namely PT EDI Indonesia as Administrative Management of Warrant Serial II Warrant Serial II Administrative Management Agreement assigned to make recording of the Holders of Warrant Serial II in the Register of the Warrant Serial II Holders.

142 4. Right to Buy Company’s Shares

Every holder of 1 (one) Warrant Serial II registered in List of Warrant Serial II Holder have the right to buy 1 (one) new shares of Company by exercising it on trading days during exercise period at the exercise price of Rp 530 (five hundred thirty Rupiah) or new exercise price if there is any adjustment.

5. Validity Period of Warrant Serial II

Validity Period of Warrant Serial II is 3 (three) calendar years commencing from the initial listing date of Warrant Serial II on the Indonesian Stock Exchange, which is 1 February 2010 to 1 (one) Busines Day before the third anniversary of such Warrant listing, namely 31 January 2013 at 16.00. The exercise term of such Warrant Serial II can be renewed by taking into account the prevailing provisions as well as legislation.

6. Announcement of Changes on Statement of Warrant Serial II

According to the prevailing law and regulation, the Company could change the Statement of Warrant Serial II Issuance, except for the exercise period, on the following conditions:

a. Approved by the holder of Warrant Serial II who owned more than 50% (fifty percents) of total issued Warrant Serial I; b. The Company is obligate to announce the plan regarding such change in 2 (two) daily newspaper in Bahasa Indonesia with widely circulation and one of the newspapers is circulate in Company’s location within 30 (thirty) calendar days before the signing date of change of issue of Warrant Serial II and in the event that within 21 (twenty one) calendar days after such announcement, the holders of Warrant Serial II who represent more than 50% (fifty percent) did not state their objection in writing or did not give any written comments, then the holders of Warrant Serial II were considered approved the plan; c. Any changes on Statements of Warrant Serial II Issuance shall be conduct with notarial deed, which legally bound the Company and the Holder of Warrant Serial II by taking into account the terms and conditions in the Isue of Warrant Serial II and Terms and Conditions of Regulation of Capital Market and provision of Indonesian Securities Central Custodian.

7. Trading Period of Warrant Serial II

The trading period of Warrant Serial II is on every trading day, commencing from the listing date of Warrant Serial II on Stock Exchange which is from 1 February 2010 until the 3rd (third) anniversary of listing of Warrant Serial II, which is on 30 January at 16.00 WIB.

8. Exercise Period

The Exercise Period is during working days, starting on 6 (six) days after the listing date which is from 1 August 2010 to 31 January 2013 at 16.00 WIB.

The Holder of Warrant Serial II could exercise a part or entire part of their Warrant into new shares. In the event that the Company’s market price of shares becomes lower than the exercise price, then the Holder of Warrant Serial II have the right not to exercise their warrant into new shares because theoretically, the Warrant Serial II issued by the Company becomes valueless. After the ending of such exercise period, every Warrant Serial II which has not been exercised will be null and void for any purposes. Therefore, the Company will not have any obligation to issue new shares.

9. Procedure on the Exercise of Warrant Serial II

a. Every Holder of Warrant may exercise their Warrant Serial II into new shares issued from Company’s portfolio during the exercise period during working hours by completing the payment of exercise price according to terms and conditions stated in the Deed of Issue of Waran Serial II;

143 b. The Exercise of Warrant Serial II may be conducted by the Holder of Warrant Serial II by submitting the application to the Warrant Serial II Administrator; c. On the date of exercise, the Holders of Warrant Serial II who would exercise their Warrant Serial II into new shares, are obligate to submit the following documents to Warrant Serial II Administrator: i. Exercise Form attached to every Collective Warrant Serial II by taking into account KSEI’s provisions. ii. Payment Evidence of Exercise Price which is the payment evidence of exercise price from the Holder of Warrant Serial II to Company.

For the Exercise Documents submission, Administrator of Warrant Serial II is obligate to give evidence on the receiving of Exercise Documents (herein after referred to “Receipt of Exercise Documents Submission”); a. Exercise Documents which received by Administrator of Warrant Serial II, can not be cancelled or called off; b. The Holder of Warrant Serial II who did not submit the Exercise Documents during the Exercise Period is no longer have the right to exercise the Warrant into share; c. Within 1 (one) business day after the Administrator of Warrant Serial II received the Exercise Documents, Administrator of Warrant Serial II will observing on the completeness of Exercise Document as well as the correctness of List of the registration of the holders of Warrant Serial II in the Register of Holders of Warrant Serial II.

On the subsequent Business Day, the Administrator of Warrant Serial II will seek of the confirmation of the bank in which the Company opened special account about the payment of Exercise Price already received well (in good funds) and seek of the approval of the Company on whether or not the Warrant Serial II are exerciseable and on the next working day the Company must have given approval to the Administrator of Warrant Serial II for the matters above.

Within 3 (three) working days upon receipt of exercise documents, the Administrator of Warrant Serial II will give confirmations to the holders of Warrant Serial II on whether or not their request for exercise is accepted or not.

Not later than 4 (four) working days upon receipt by the Administrator of Warrant Serial II of company approval, the holders of Warrant Serial II may exchange the receipt of exercise documents for shares resulting from exercise to the Administrator of Warrant Serial II and the Administrator of Warrant Serial II shall be required to deliver the shares to the holders of Warrant Serial I;

d. In the interest of receipt of payment of exercise price and other costs in relation to the Exercise of Warrant, the Company shall open special account and in case of change of special account, the Company through the Administrator of Warrant Serial II will notify to the Warrant Serial II Holder according to the provisions contained in the terms and conditions in the Notification to the Warrant Serial II Holder.

e. In case the exercise of part of total Warrant Serial II represented in the Collective Warrant Serial II and the denomination of such certificate should firstly be made, then the denomination to such certificate shall at the relevant Warrant Serial II Holder’s cost. The Warrant Serial II Administrator shall then issue new Collective Warrant Serial II at the name of Warrant Serial II Holder at amount in accordance with the Warrant Serial II not yet or not exercised based on the provisions in the Terms and Conditions of Procedure of Exercise of Warrant Serial II.

f. Any shares resulting from exercise of Warrant Serial II which the lawful holders possess shall have the same and equal rights to those of the other shares issued by the Company; and

g. The Company shall be required to assume all the costs arising from exercise of Warrant Serial II into new shares and the listing thereof on the Stock Exchange.

144 h. In case of adjustment to ratio of Exercise of Warrant Serial II as provided for in the Terms and Conditions of Adjustment to Exercise Price and Number of Warrant Serial II, the Company shall immediately notify in writing to the Warrant Serial II Administrator about the ratio of Exercise of Warrant Serial II (together with the brief statement on the facts thereby requiring such adjustment). Such notification shall be submitted within not later than 30 (thirty) calendar days as of the receipt date of the facts causing such adjustment, such adjustment shall become effective according to the Terms and Conditions on Notification to Warrant Serial II Holder.

i. After the Due Date, if the Warrant Serial II still does not yet implemented, the Warrant Serial II Holder may not submit claim for compensation in any terms to the Company.

10. Payment for the Exercise Price

Holders of Warrant Serial II who will exchange them shares may make payment for the exercise price by cheque, giro, bank transfer, book transfer, or cash into the Company’s account as follows:

Bank Mega – Menara Dea Branch A/C No. 28.00.00.00135.3 Account Holder: PT Bakrie Sumatera Plantations Tbk.

Any costs arising from the exercise above will be the obligation of the holders of Warrant Serial II.

11. Adjustment of exercise prices and number of Warrant Serial II The exercise price range for Warrant Serial II is Rp 530.00 (five hundred thirty rupiah) per share. If the Company takes any actions which cause changes in its equity, the exercise price and number of Serial I Warrants such that Warrant Serial II may change and the revised exercise price and number of Warrant Serial II may be in fractions. In this case, the Company will round it down. Price adjustment and number of Warrant Serial II will be adjusted if these factors occur:

a. Change in the face value of Company shares due to mergers, consolidation, liquidation, conversion or stock splits:

New face value of each share ———————————————— x A Revised exercise price = Previous face value of each share

New face value of each share ———————————————— x B Revised number of Warrant Serial II = Previous face value of each share

A = previous exercise price of Warrant Serial II B = original number of Warrant Serial II in circulation

The adjustments will take effect as of the time of trading on the stock exchange with a new exercise price being announced in two (2) daily Indonesian language newspapers which circulate widely.

b. Distribution of bonus shares or dividend shares, convertible or other securities that can be converted into share, merger or dissolution.

C Revised exercise price = ————— x Z ( C + D )

Revised number of Warrant Serial II = ( C + D ) —————— x Y C

145 C = the number of paid in and outstanding shares prior to distribution of bonus shares or dividend shares D = number of new paid in and outstanding shares resulting from the distribution of bonus shares or dividend shares or increase in shares Z = Previous exercise price of Warrant Serial I Y = Number of Warrant Serial II Outstanding The adjustments will be effective at the time of bonus shares or dividend shares is being effective and announced in one (1) daily Indonesian language newspaper which circulate widely.

c. Issuance of new shares through rights issue.

(F - E) Revised warrant price = ————— x X E

Revised number of Warrant Serial II = E ————— x Y (E – F) E = market price of share prior to announcement of rights issue F = theoretical price of rights of 1 (one) share calculated using the formula below:

( E - G ) ———— — ( H + 1 )

G = purchase price of one share under the rights H = number of shares required to subscribe to one additional share under the rights Z = previous exercise price of Warrant Serial I Y = Initial number of circulated Warrant Serial II

If the theoretical price of shares after the issue of new shares with pre-emptive right is lower than the nominal value, then the implementation price of new Warrant shall be the nominal value of shares to issue as the result of warrant implementation.

The adjustments will be effective 1 (one) working day after the date of allotment of shares in the context of Limited Public Offering.

12. Status of Warrant Serial I

Warrant Serial II which to be issued will be registered and may be traded for three years from the date of listing on the Jakarta stock Exchange. Warrant certificates will bear serial numbers and signed with regard to the Company’s Articles of Association and the prevailing laws and regulations in Indonesia.

Collective Warrant Serial II certificates are issued by the Company to constitute the proof of ownership of one or more Warrant Serial II owned by a holder and these certificates must state the number of Warrant Serial I.

Holders of Warrant Serial II do not have any voting rights at any Company’s General Meeting of Shareholderss and cannot receive dividends in any form whatsoever, not entitled to bonus shares from agio and dividend shares from profit capitalization, as well as other rights in relation of Company’s ordinary shares as long as its Warrant Serial II is not yet subjected to exercise to become share.

13. Status of shares resulting from the exercise of Warrant Serial I

Any shares resulting from the issuance of portfolio shares in the context of the exercise of Warrant Serial II will be treated as paid in shares and as a part of and equal to the Company’s paid-up capital, therefore give the same and equal rights as other Company’s shareholders. The recording of Shares resulting from the exercise of Warrant Serial II in the Register of Shareholderss shall be made on the exercise date.

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14. Register of holders of Warrant Serial I

The administrator of Warrant Serial II has been appointed by the Company to conduct recording in the Register of holders of Warrant Serial II and any other information which may be deemed necessary.

In addition, the administrator is assigned to conduct the administration of Warrant Serial II in connection with the transactions of Warrant Serial II on the stock exchange which covers assignment and recording of the transaction results, which among them include the exercise of Warrant Serial II for the benefits of the Company.

15. Administrator of Warrant Serial I

The Company has appointed the following Administrator: PT EDI Indonesia Wisma SMR, 10th Floor Jl. Yos Sudarso Kav. 89 Jakarta 14350 Telephone: (62-21) 651 5130 Fax: (62-21) 651 5131 In this matter, the administrator is assigned to manage the administration of Warrant Serial II in relation to the transactions of Warrant Serial II on the stock exchange, including the assignment and recording of transaction results which further include, among them, the exercise of Warrant Serial II for company benefits.

16. Transfer of titles to Warrant Serial I

Holders of Warrant Serial II may transfer their titles to Warrant Serial II by means of trading on the stock exchange. Every person may gains titles to the Warrant Serial II and may be registered as holders thereof through the production of lawful evidence of the titles they have acquired with due regard to the prevailing laws and regulations in Indonesia.

Anyone who obtains titles to Warrant Serial II on account of grants or inheritance due to the death of holders of Warrant Serial II or for any other reasons which cause the transfer of titles to Warrant Serial II by law may make a request for transfer in writing on a transfer form to the Company through the administrator which will act for and on behalf of the Company, to register themselves as holders of Warrant Serial II through the production of evidence in relation to their titles and pay the administrative fee and other fees incurred in effecting the transfer of Warrant Serial II. The submission of document that is still insufficient shall be completed within not later than 3 (three) business days as of the application date, with regard to the prevailing law on Capital Market.

If titles to Warrant Serial II transfer on account of the matters above which may cause the ownership thereof come into the hands of several individual persons and/or entities, such persons or entities shall be required to appoint one among their number in writing as their joint proxy and only the name of the proxy will be included in the Register of holders of Warrant Serial II and the proxy will be treated as the lawful holder of the Warrant Serial II and shall have the right to exercise and enforce all the rights conferred on the holders of Warrant Serial II.

The administrator may only conduct recording in the register if it has received the support documentation in good order and approved by the Company with regard to the prevailing law on Capital Market.

The recording of the transfer of titles to Warrant Serial II may be conducted only by the Company through the administrator which will act for and on behalf of the Company by means of making a record of transfer in the register based upon the deed of grant signed by the parties thereto or any other instruments which may serve as satisfactory evidence of the transfer, subject at all times to the prevailing laws and regulations in Indonesia.

The transfer of titles of Warrant Serial II must be recorded in the register and the collective Warrant Serial II certificate involved and may be valid upon the recording of the transfer in the register concerned.

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17. Duplicate Collective Warrant Serial II certificates

Should any collective Warrant Serial II certificate be damaged or for any other reason be deemed by the Company or by the administrator for the Company unusable, the holder concerned must make a written request to the Company or the Administrator.

Through the administrator, the Company will issue duplicate collective Warrant Serial II certificate and the original certificate shall be returned to the copy through the administrator for destruction.

Should any collective Warrant Serial II certificate be lost or destroyed, a duplicate certificate will be issued upon the submission of lawful and sufficient evidence and furnishing of guarantees which the administrator may deem satisfactory and this matter be announced in the stock exchange with due regard to the capital market rules.

The Company and/or the administrator shall have the right to determine and demand guarantees in connection with the proof and compensation for the party seeking duplicate certificates and any other matters which may be deemed necessary to prevent the Company from sustaining any losses.

The Company shall be required to deliver notices in writing to the Bapepam-LK and the stock exchange on the issuance of duplicate collective Warrant Serial II certificates due to loss or damage. In this matter, all the costs arising from the issuance thereof shall be borne by those making a request therefore.

18. Consolidation, Merger and Liquidation

If during its term of incorporation the Company conduct any mergers or consolidation with another company, the surviving company shall be required to be accountable for and submit to the terms and conditions of the Warrant Serial I. If the Company conducts liquidation or winding up, the holders of Warrant Serial II who have not exercised their rights will be given an opportunity to exercise their Warrant Serial II until such a date as the Company will determine.

19. Governing Law

All agreements regarding the Warrant Serial II shall be governed by and subject to the laws of the Republic of Indonesia.

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XIX. DISTRIBUTION OF PROSPECTUS AND RIGHT CERTIFICATE

The Prospectus and Right Certificate are available for the Company’s shareholders which registered in Share Register Book dated 28 January 2010 at 16.00 in the Company’s Securities Administrative Bureau:

Securities Administrative Bureau Corporate Center PT EDI Indonesia Bakrie 2 Building, 15th floor SMR Building, 10th floor Jl. H.R. Rasuna Said Kav. B-2 Jl. Yos Sudarso Kav. 89 Jakarta 12920, Indonesia Jakarta 14350 Telephone: (62-21) 252 1286 - 88 Telephone: (62-21) 650 5829 Facsimile: (62-21) 252 1252 Facsimile: (62-21) 651 5131 E-mail: [email protected] Website: http://www.bakriesumatera.com

In the event until 5 February 2010, the Company’s shareholders holding shares in the form of notes whose names are registered in Share Register Book on 28 January 2010 have not yet received or picked up their prospectus and Right Certificate and do not contact the Securities Administrative Bureau, therefore all risks or losses that may arise shall not be the responsibility of the Company or the Securities Administrative Bureau, but shall be the responsibility of the related shareholders.

149