(02a) Malacca Offer Document (Clean) PDF

OFFER DOCUMENT DATED 18 JULY 2011
Business Overview
This document is important. If you are in any doubt as to the action
MALACCA you should take, you should consult your legal, financial, tax or other
About Malacca Trust Limited
MALACCA TRUST LIMITED

professional adviser(s).
Malacca Trust Limited is an established Indonesia-based
TRUST PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor”) has made an financial services group specialising in consumer financing,
asset management and securities brokerage through its
LIMITED application to the Singapore Exchange Securities Trading Limited (the “SGX-
ST”) for permission to deal in, and for quotation of, all our existing issued three subsidiaries PT Batavia Prosperindo Finance Tbk.
ordinary shares (the “Shares”) in the capital of Malacca Trust Limited (the (“BPF”), PT Batavia Prosperindo Aset Manajemen (“BPAM”),
“Company”) already issued and the New Shares. Acceptance of applications and PT Batavia Prosperindo Sekuritas (“BPS”) respectively.
(Company Registration No.: 200709443M)
will be conditional upon issue of the New Shares and the listing and quotation
(Incorporated in the Republic of
of all our existing issued Shares and the New Shares. Monies paid in respect
Singapore on 29 May 2007) of any application accepted will be returned if the admission and listing do
not proceed.
An Established, Award-winning Financial Services Provider based in Indonesia specialising in:
An established Companies listed on Catalist may carry higher investment risk when compared
Consumer Financing
with larger or more established companies listed on the Main Board of the • BPF provides consumer financing of primarily pre-owned passenger cars and
Indonesia-based SGX-ST. In particular, companies may list on Catalist without a track record commercial vehicles
of profitability and there is no assurance that there will be a liquid market in • Established in 1994 and acquired by BPI and BPS in 2004
financial services the shares or units of shares traded on Catalist. You should be aware of the • BPF was listed on the Indonesia Stock Exchange (“IDX”) on 1 June 2009
• Total volume of financing grew approximately 11 times from IDR 22.8 billion in
risks of investing in such companies and should make the decision to invest
group only after careful consideration and, if appropriate, consultation with your
•
FY1995 to approximately IDR 259.2 billion in FY2010
Achieved awards and performance ratings
This offer of New Shares is made in or accompanied by an offer document

(“Offer Document”) that has been registered by the SGX-ST acting as agent
Asset Management
on behalf of the Monetary Authority of Singapore (the “Authority”). • BPAM provides portfolio management services through diversified mutual fund
products and bilateral discretionary contracts for institutional clients
Neither the Authority nor the SGX-ST has examined or approved the contents • Established in 1996 and acquired by BPI in 2000
of this Offer Document. Neither the Authority nor the SGX-ST assumes • Total assets under management (“AUM”) grew from < IDR 100.0 billion in FY1996
any responsibility for the contents of this Offer Document, including the to approximately IDR 9.0 trillion in FY2010.
Invitation in respect of 85,000,000 New Shares • As at 31 December 2010, BPAM has managed > 40 funds, including some award-
correctness of any of the statements or opinions made or reports contained
comprising: winning funds
in this Offer Document. The SGX-ST does not normally review the application
(a) 2,000,000 Offer Shares at S$0.22 for each • Distribution network through third-party selling agents comprising commercial banks
for admission but relies on the Sponsor confirming that our Company is and financial institutions
Offer Share by way of public offer; and
suitable to be listed and complies with the Catalist Rules (as defined herein). • Institutional clients include pension funds and insurance companies
(b) 83,000,000 Placement Shares at S$0.22
Neither the Authority nor the SGX-ST has in any way considered the merits of
for each Placement Share by way of the
our New Shares being offered for investment. The registration of this Offer Securities Brokerage
Placement.
Document by the SGX-ST does not imply that the Securities and Futures Act
(Chapter 289) of Singapore, or any other legal or regulatory requirements, or • BPS provides equity and fixed income brokerage, margin financing, underwriting and
Manager and Sponsor
requirements under the SGX-ST’s listing rules, have been complied with. corporate finance advisory services in Indonesia
• Established in 2000
We have not lodged or registered this Offer Document in any other jurisdiction. • FY2010 equity trading value traded through BPS of approximately IDR 16.5 trillion
• FY2010 annual fixed income trading value traded through BPS of approximately IDR
Investing in our Shares involves risks which are described in the section 34.3 trillion
PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.
(Company Registration No.: 200207389D) entitled “RISK FACTORS” of this Offer Document. • In-house research resources provide analysis of market and industry developments
(Incorporated in the Republic of Singapore) • “BPonline” – Internet trading platform
After the expiration of six (6) months from the date of registration of this
Underwriter and Placement Agent
Offer Document, no person shall make an offer of our Shares, or allot, issue
Financial Highlights
or sell any of our Shares, on the basis of this Offer Document; and no officer Strong growth in operating income and profit attributable to owners of the Company:
UOB KAY HIAN PRIVATE LIMITED
or equivalent person or promoter of our Company will authorise or permit the Operating Income1 Profit Attributable to Owners of the Company
offer of any of our Shares or the allotment, issue or sale of any of our Shares,
(Company Registration No.: 197000447W) IDR billion IDR billion
(Incorporated in the Republic of Singapore) on the basis of this Offer Document. 200 60
186.1
%
.8
52.3
31
50
2
GR
9%
CA
.
150
39
2
134.4 40.5 FY2008
GR
40
CA
FY2009
107.1
1 Scotts Road #20-02 100 30 30.0
Shaw Centre FY2010
72.2 20.7
Singapore 228208 20 FY2010
53.5 47.8 56.6 57.3
(Proforma)
50 47.5
Tel: (65) 6737 1089 39.3 33.1
10
20.3
Fax: (65) 6737 0806
0 0
BPF BPAM BPS Combined
1
2
Excludes ‘others’; if include ‘others’, Group’s operating income for FY2008: IDR 107.2 billion, FY2009: IDR 134.2 billion and FY2010: IDR 188.6 billion
CAGR = Compound Annual Growth Rate
Business Overview

not proceed.
Consumer Financing
•

Asset Management
Placement.
Manager and Sponsor
186.1
%
.8
52.3
31
50
2
GR
9%
CA
.
150
39
2
134.4 40.5 FY2008
GR
40
CA
FY2009
107.1
1 Scotts Road #20-02 100 30 30.0
Shaw Centre FY2010
72.2 20.7
53.5 47.8 56.6 57.3
(Proforma)
50 47.5
Tel: (65) 6737 1089 39.3 33.1
10
20.3
Fax: (65) 6737 0806
0 0
1
2
Investment Highlights anked 1st for overall perforrma
Ra ance am
mongstt publicly listedd multi fina
ance com nesia1
mpanies in Indon Corporate Milestones
1. Operates In Regulated Industry anked 7th larg
Ra gest fund
d man nag
ger base
ed on AUUM for thhe pe eriod December 20009 to Ja ary 20112
anua
• Compliance with government and regulatory agencies e.g. The Indonesian Capital Market and Financial Institution Supervisory 3rd large
est bond
ds brokeer for sec
condaryy mark
kett trading
g in Indoonesia in 103
n FY201
Agency of the Ministry of Finance of Indonesia (“Bapepam”), the IDX, etc. to ensure corporate governance standards
Malacca Capital Pte. Ltd. was renamed as Malacca Trust Pte. Ltd.
2. Focuses On Potential Growth Market – Indonesia Market Outlook on 1 February 2011 and was converted to a public company and
• Indonesia’s GDP growth forecasted to increase by 6.5%1 in 2011, driven by domestic demand and increase in investment activity Positive Industry Outlook
• Net asset value of mutual funds in Indonesia of IDR 149.1 trillion at the end of 2010 renamed as Malacca Trust Limited on 12 July 2011
3. Established Financial Services Provider

• Provides wide variety of financial services to diverse customer base comprising institutional and retail customers in Indonesia Rapidly Growing Automobile Industry Through several changes in BPI’s shareholding from November
• Established branding with BPF listed on the IDX • Annual automobile sales growing at an average of 2002 to December 2010, we hold approximately 99.99% of BPI
• Innovative product development capabilities to better meet customers’ changing needs – (i) broad range of funds with over 16.4% from 2010 to 20145
whilst the remaining 0.01% is held by an employee of the Group
40 funds set up as at 31 December 2010, (ii) regular studies of market conditions and consultation with selling agents
complemented by in-house research resources, and (iii) internet trading platform “BPonline”
• Extensive branch networks and distribution channels – (i) BPF: 25 branches and representative offices in Indonesia’s major BPF was listed on the IDX on 1 June 2009 raising an amount of
cities in Java, Sumatera, Kalimantan, Sulawesi and Bali, (ii) BPAM: extensive network of third-party selling agents and in-house
distribution team, and (iii) BPS: nine (9) branches in major cities including Medan, Palembang, Surabaya, Bandung, Malang,
Robust overall Demand for approximately IDR 45.0 billion
Semarang, Yogyakarta, Makassar and Jakarta economic Expanding Asset Management Sector the Group’s
Java - Bali growth in • Net asset value of mutual funds increased by CAGR
services Malacca Capital Pte. Ltd. was incorporated on 29 May 2007
of 41.9% from the end of 2008 to the end of 2010
• Bandung
• Bekasi
Indonesia
• Denpasar • GDP forecast to increase In November 2004, BPI and BPS jointly acquired our subsidiary,
• Jakarta by 6.5% in 20114
• Malang BPF (which was established on 22 December 1994), thus
• Semarang Buoyant Indonesian Capital Markets expanding into consumer financing of pre-owned vehicles
• Surabaya • Daily equity securities trading value increased by
• Tangerang 117.2% from IDR 2.9 trillion in 2009 to IDR 6.3
• Yogyakarta trillion in 20106 Our subsidiary, BPS, was established on 4 January 2000 as a
subsidiary of BPI
Kalimantan Sumatera Sulawesi

1
In December 2000, BPI expanded into asset management
nage
na gem
ge m e nt
men nt
Infobank Magazine, 2010 edition
• Balikpapan • Banda Aceh • Jambi • Palembang • Gorontalo • Makassar 2
Investor Magazine, 2011 edition by acquiring our subsidiary, BPAM (which was established
b lii sh
shed
ed oonn
3
• Banjarmasin • Bandar • Lubuklinggau • Pangkalpinang • Kendiri • Manado Based on figures published by the IDX 12 February 1996)
4
• Pontianak Lampung • Medan • Pekanbaru Source: http://www.indoautomotive.com/pressnews
5
The Economist, Indonesia Financial Services Report, 25 September 2010
• Samarinda 6
IDX Monthly Statistics, December 2009 and December 2010
4. Sound Track Record y, BPI,

Our subsidiary and intermediate holding company, B PI
PI,, was
wa
as
• Received multiple awards over the years as a testament to the Group’s commitment to quality
• Steady financial growth with CAGR of 31.8% for operating income and CAGR of 39.9% for profit attributable to owners of the Strategies and Future Plans incorporated on 10 November 1999
Company between FY2008 and FY2010 Leverage On Well-Established Distribution Networks
• Build on well-established relationships with selling agents
AWARDS • Expand distribution network through third-party referrals and synergistic tie-ups to reach out to more customers
BPF BPAM BPS
Expand And Broaden Coverage Within Indonesia An established Indonesia-based
financial services group
• Set up new branches and/or point-of-sale offices in Indonesia
Ranked 1st for Ranked 3rd for Batavia Dana Saham Batavia Dana Joint lead arranger 3rd largest bond
overall performance overall performance (Equity fund) Kas Maxima for the US$ 279 million broker in Indonesia • Active recruitment of sales force
amongst publicly amongst 71 finance “Best Mutual Funds (Money Market acquisition funding in FY2010 based on
listed multi finance companies in the 2011” based on the Fund) by PT Berau Coal annual fixed income Diversify Funding Sources, Minimising Costs
companies in IDR 100 billion to 5-year risk adjusted Rating of “idAAAf”, trading value of • Increase direct participation in capital markets and improve financial performance
Indonesia IDR 1 trillion asset return ratio, assets being the highest approximately IDR
category under IDR 1 trillion rating in this category 34.3 trillion • Maintain conservative capital structure, asset-to-liability ratio and interest rate exposure
Grow Through Acquisitions

Infobank Magazine, Infobank Magazine, Investor Magazine, PT Pemeringkat Efek IFR Asia Awards, Figures published • Collaborate with suitable partners through strategic alliances, joint ventures, mergers and acquisitions
2010 2010 2011 Indonesia (PEFINDO), 2006 by the IDX • Group’s entry into general insurance industry in Indonesia, with proposed acquisition of PT Asuransi Wuwungan
for the period from
11 August 2010 to
21 September 2010
5. Experienced Management Team

• Strong management team supported by specialised knowledge of the Indonesia markets led by CEO Rudy Johansen with over 15
years of experience in banking, treasury and capital markets
1
source: http://www.indoautomotive.com/pressnews
Ra ance am
ance com nesia1
Ra gest fund
d man nag
ger base
anua
est bond
ds brokeer for sec
condaryy mark
kett trading
n FY201

• Bandung
• Bekasi
Indonesia
subsidiary of BPI

1
nage
na gem
ge m e nt
men nt
b lii sh
shed
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3
4
5
• Samarinda 6

PI,, was
wa
as
BPF BPAM BPS

for the period from
11 August 2010 to
21 September 2010

1
TABLE OF CONTENTS
PAGE
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . 12
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
THE INVITATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
RISKS RELATING TO OUR COMPANY’S INDUSTRY AND OPERATIONS . . . . . . . . . . . . 31
RISKS RELATING TO OUR OPERATIONS IN INDONESIA. . . . . . . . . . . . . . . . . . . . . . . . 43
RISKS RELATING TO OWNERSHIP IN OUR SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
INVITATION STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
USE OF PROCEEDS AND LISTING EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SHAREHOLDING AND OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP. . . . . . . . . . . . . . . . . . . . . 58
MORATORIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
FACTORS AFFECTING OUR RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . 70
OVERVIEW OF OUR OPERATING INCOME AND EXPENSES . . . . . . . . . . . . . . . . . . . . . 70
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
REVIEW OF PAST PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
1
REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
CAPITAL EXPENDITURE AND DIVESTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
FOREIGN EXCHANGE MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
SIGNIFICANT ACCOUNTING POLICY CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
CONTINGENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

OUR HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
COMPLIANCE AND RISK MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
SALES AND DISTRIBUTION ACTIVITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
OUR MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
RESEARCH AND DEVELOPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
INFORMATION TECHNOLOGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
PROPERTY, PLANT AND EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
QUALITY CONTROL AND ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
AWARDS AND ACHIEVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
OUR PROPOSED INVESTMENT IN THE INSURANCE INDUSTRY . . . . . . . . . . . . . . . . . 132
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
ORDER BOOK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

INTERESTED PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . 147
GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON
TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
POTENTIAL CONFLICTS OF INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
2
DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160
MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162
REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
SERVICE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164
CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . 174
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176
MEMORANDUM AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
RESPONSIBILITY STATEMENT BY OUR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 180
DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
APPENDIX A — INDEPENDENT AUDITORS’ REPORT ON THE AUDITED

CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2008, 2009 AND 2010 . . . . . . . . . . . . A-1
APPENDIX B — COMPILATION REPORT OF THE INDEPENDENT AUDITORS ON THE

UNAUDITED PROFORMA CONSOLIDATED FINANCIAL
INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
APPENDIX C — GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
APPENDIX D — DESCRIPTION OF ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . D-1
APPENDIX E — SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR

COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
APPENDIX F — TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
APPENDIX G — TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND

ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1
3
CORPORATE INFORMATION
BOARD OF DIRECTORS : Irena Istary Iskandar (Chairman and Non-Executive Director)

Rudy Johansen (Executive Director and Chief Executive Officer)
Hasnah Nur Thayib (Independent Director)
Ang Peng Koon, Patrick (Independent Director)
Ho Lon Gee (Independent Director)
JOINT COMPANY : Teo Meng Keong, ACIS

SECRETARIES Sin Chee Mei, ACIS
REGISTERED OFFICE : 1 Scotts Road #20-02

Shaw Centre
Singapore 228208
PRINCIPAL PLACE OF : Chase Plaza 12th Floor

BUSINESS Jl. Jend. Sudirman Kav. 21
Jakarta 12920 Indonesia
MANAGER AND SPONSOR : PrimePartners Corporate Finance Pte. Ltd.

20 Cecil Street #21-02
Equity Plaza
Singapore 049705
UNDERWRITER AND : UOB Kay Hian Private Limited

PLACEMENT AGENT 8 Anthony Road #01-01
Singapore 229957
INDEPENDENT AUDITORS : BDO LLP

AND REPORTING Public Accountants and Certified Public Accountants
ACCOUNTANTS 21 Merchant Road #05-01
Royal Merukh
S.E.A. Building
Singapore 058267
Partner-in-charge: Leong Hon Mun Peter (a member of the
Institute of Certified Public Accountants of Singapore)
SOLICITORS TO : Drew & Napier LLC

OUR COMPANY ON 10 Collyer Quay #10-01
SINGAPORE LAW Ocean Financial Centre
Singapore 049315
SOLICITORS TO : Ery Yunasri & Partners

OUR COMPANY ON The Energy Building 17th Floor
INDONESIAN LAW SCBD Lot 11A
Jl. Jend. Sudirman Kav. 52–53
Jakarta 12190 Indonesia
SHARE REGISTRAR : Tricor Barbinder Share Registration Services

(A division of Tricor Singapore Pte. Ltd.)
8 Cross Street #11-00
PWC Building
Singapore 048424
4
RECEIVING BANKER : The Bank of East Asia, Limited
60 Robinson Road
BEA Building
Singapore 068892
5
DEFINITIONS
In this Offer Document and the accompanying Application Forms, the following definitions apply where
the context so admits:
Group Companies
“BPAM” : PT Batavia Prosperindo Aset Manajemen
“BPF” : PT Batavia Prosperindo Finance Tbk.
“BPI” : PT Batavia Prosperindo Internasional
“BPS” : PT Batavia Prosperindo Sekuritas
“Company” : Malacca Trust Limited
“Group” : Our Company and our subsidiaries
Other Corporations and Agencies
“ANJ Group” : PT Austindo Nusantara Jaya and its related companies
“Authority” : The Monetary Authority of Singapore
“Bank Mandiri” : PT Bank Mandiri (Persero) Tbk
“Bapepam” : The Indonesian Capital Market and Financial Institution

Supervisory Agency of the Ministry of Finance of Indonesia
“Catalist” : The sponsor-supervised listing platform of the SGX-ST
“CDP” : The Central Depository (Pte) Limited
“CPF” : The Central Provident Fund
“HSBC” : The Hongkong and Shanghai Banking Corporation Limited
“IDX” : Indonesia Stock Exchange
“IRAS” : Inland Revenue Authority of Singapore
“ISO” : International Organisation for Standardisation
“Jamsostek” : A manpower social security program in Indonesia known as

“Jaminan Sosial Ketenagakerjaan”
“Participating Banks” : United Overseas Bank Limited and its subsidiary, Far Eastern
Bank Limited (the “UOB Group”), DBS Bank Ltd. (including
POSB) (“DBS Bank”) and Oversea-Chinese Banking
Corporation Limited (“OCBC”), and each, a “Participating
Bank”
“Placement Agent”, : UOB Kay Hian Private Limited

“Underwriter” or “UOBKH”
“PPCF”, “PrimePartners”, : PrimePartners Corporate Finance Pte. Ltd.

“Manager” or “Sponsor”
“Receiving Bank” : The Bank of East Asia, Limited
6
“SGX-ST” : Singapore Exchange Securities Trading Limited
“Share Registrar” : Tricor Barbinder Share Registration Services
“UKAS” : United Kingdom Accreditation Service
“Wuwungan” : PT Asuransi Wuwungan
General
“Application Forms” : The printed application forms to be used for the purpose of the
Invitation and which form part of this Offer Document
“Application List” : The list of applications for subscription of the New Shares
“Articles” or : Articles of Association of our Company

“Articles of Association”
“Associate” : (a) in relation to any director, chief executive officer,

substantial shareholder or controlling shareholder (being
an individual) means:
(i) his immediate family;
(ii) the trustees, acting in their capacity as such
trustees, of any trust of which he or his immediate
family is a beneficiary or, in the case of a
discretionary trust, is a discretionary object; or
(iii) any company in which he and his immediate family
together (directly or indirectly) have an interest of
30% or more of the aggregate of the nominal
amount of all the voting shares;
(b) in relation to a substantial shareholder or a controlling
shareholder (being a company) means any other
company which is its subsidiary or holding company or is
a fellow subsidiary of any such holding company or one
in the equity of which it and/or such other company or
companies taken together (directly or indirectly) have an
interest of 30% or more
“ATM” : Automated teller machines of a Participating Bank
“Audit Committee” : The audit committee of our Company as at the date of this
Offer Document, unless otherwise stated
“Board” or : The board of Directors of our Company as at the date of this

“Board of Directors” Offer Document, unless otherwise stated
“Catalist Rules” : Any or all of the rules in the Listing Manual, as the case may
be
“CEO” : Chief Executive Officer
“CFO” : Chief Financial Officer
“CMO” : Credit Marketing Officer of BPF
“Companies Act” or “the Act” : The Companies Act (Chapter 50) of Singapore, as amended,
modified or supplemented from time to time
7
“Controlling Shareholder” : (a) a person who has an interest in the voting shares of a
corporation and who exercises control over the
corporation; or
(b) a person who has an interest of 15% or more of the

aggregate of the nominal amount of all the voting shares
in a corporation, unless he does not exercise control over
the corporation
“Directors” : The directors of our Company as at the date of this Offer

Document, unless otherwise stated
“Electronic Applications” : Applications for the Offer Shares made through an ATM or
through the IB website of one of the Participating Banks in
accordance with the terms and conditions of this Offer
Document
“EPS” : Earnings per Share
“Executive” : The Executive Director of our Company who has entered into
the Service Agreement
“Executive Directors” : The executive Directors of our Company as at the date of this
Offer Document, unless otherwise stated
“Executive Officers” : The executive officers of our Group as at the date of this Offer
Document, unless otherwise stated
“FY” : Financial year ended or, as the case may be, ending 31
December
“GST” : Goods and services tax
“IB” : Internet Banking
“IB Application” : An application for Offer Shares made through an IB Website of

one of the relevant Participating Banks, subject to and on the
terms and conditions of this Offer Document
“IB Website” : An IB website of a Participating Bank
“Independent Auditors’ : Independent Auditors’ Report on the Audited Consolidated

Report” Financial Statements for the Financial Years Ended 31
December 2008, 2009 and 2010 as set out in Appendix A of
this Offer Document
“Independent Directors” : The independent Directors of our Company as at the date of

this Offer Document, unless otherwise stated
“Indonesia” : Republic of Indonesia
“Invitation” : The invitation by our Company to the public in Singapore to

subscribe for the New Shares at the Issue Price, subject to and
on the terms and conditions of this Offer Document
“Issue Price” : S$0.22 for each New Share
“KYC” : “Know your customer”
8
“Latest Practicable Date” : 17 June 2011, being the latest practicable date for the
purposes of lodgement of this Offer Document with the
SGX-ST
“Listing Manual” : Section B of the SGX-ST Listing Manual: Rules of the Catalist,
as amended, modified or supplemented from time to time
“Management Agreement” : The management and full sponsorship agreement dated 18

July 2011 entered into between our Company and PPCF
pursuant to which PPCF has agreed to manage and sponsor
the Invitation, details as described in the section entitled “Plan
of Distribution” of this Offer Document
“Market Day” : A day on which the SGX-ST is open for trading in securities
“Memorandum” or : Memorandum of association of our Company

“Memorandum of
Association”
“NAV” : Net asset value, calculated as our net assets less non-
controlling interests
“New Shares” : The 85,000,000 new Shares for which we invite applications to
subscribe for pursuant to the Invitation, subject to and on the
terms and conditions of this Offer Document
“Nominating Committee” : The nominating committee of our Company as at the date of

“Non-Executive Directors” : The non-executive Directors of our Company (including

Independent Directors) as at the date of this Offer Document,
unless otherwise stated
“NTA” : Net tangible assets, calculated as our net assets less non-
controlling interests and goodwill
“Offer” : The offer by our Company of the Offer Shares to the public in
Singapore for subscription at the Issue Price subject to and on
the terms and conditions of this Offer Document
“Offer Document” : This offer document dated 18 July 2011 issued by our
Company in respect of the Invitation
“Offer Shares” : 2,000,000 of the New Shares which are the subject of the Offer
“PER” : Price earnings ratio
“Period Under Review” : The period which comprises FY2008, FY2009 and FY2010
“Placement” : The placement of the Placement Shares by the Placement

Agent on behalf of our Company for subscription at the Issue
Price subject to and on the terms and conditions of this Offer
Document
“Placement Agreement” : The placement agreement dated 18 July 2011 entered into
between our Company and UOBKH pursuant to which UOBKH
has agreed to subscribe and/or procure subscribers for the
Placement Shares, details as described in the section entitled
“Plan of Distribution” of this Offer Document
9
“Placement Shares” : 83,000,000 of the New Shares, which are the subject of the
Placement
“Proforma Report” : Compilation Report of the Independent Auditors on the

Unaudited Proforma Consolidated Financial Information for
FY2010 as set out in Appendix B of this Offer Document
“Remuneration Committee” : The remuneration committee of our Company as at the date of

“Restructuring Exercise” : The corporate restructuring exercise as described in the

section entitled “Restructuring Exercise” of this Offer
Document
“Securities Account” : The securities account maintained by a depositor with CDP
“Service Agreement” : The service agreement dated 15 July 2011 entered into
between the Executive and our Company as set out in the
section entitled “Directors, Management and Staff — Service
Agreement” of this Offer Document
“SFA” : The Securities and Futures Act (Chapter 289) of Singapore, as

amended or modified from time to time
“Share Split” : The sub-division of each Share in the issued share capital of
our Company into 18 Shares
“Share Purchase : The conditional Share Purchase Agreement dated 9 June

Agreement” 2011 entered into between Rudy Alexander Wuwungan, an
existing shareholder of Wuwungan, and BPI
“Share Subscription : The conditional Share Subscription Agreement dated 9 June

Agreement” 2011 entered into between Wuwungan, BPI, BPF, and existing
shareholders of Wuwungan
“Shares” : Ordinary shares in the capital of our Company
“Shareholder(s)” : Shareholder(s) of our Company
“SME” : Small and medium enterprises
“Substantial Shareholders” : Persons who have an interest in the Shares, the nominal
amount of which is not less than 5% of the aggregate of the
nominal amount of all the voting shares of our Company
“T+3” : Trade date plus three (3) business days
“Underwriting Agreement” : The underwriting agreement dated 18 July 2011 entered into
between our Company and UOBKH pursuant to which UOBKH
agreed to underwrite our offer of the Offer Shares, details as
described in the section entitled “Plan of Distribution” of this
Offer Document
10
Currencies, Units and Others
“%” or “per cent” : Per centum
“IDR” : Indonesian Rupiah, the lawful currency of Indonesia
“m” : Metre
“NM” : Not meaningful
“Singapore Dollars”, “S$”, or : Singapore dollars and cents respectively

“$” and “cents”
“sq ft” : Square feet
“sq m” : Square metre
“USD” or “US$” : The lawful currency of the United States of America
The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings
ascribed to them respectively in Section 130A of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall include corporations.
Any reference in this Offer Document, the Application Forms and the Electronic Applications to any
statute or enactment is a reference to that statute or enactment as for the time being amended or
re-enacted. Any word defined under the Companies Act, the SFA or any statutory modification thereof
and used in this Offer Document, the Application Forms and the Electronic Applications shall, where
applicable, have the meaning assigned to it under the Companies Act, the SFA or any statutory
modification thereof, as the case may be.
Any reference in this Offer Document, the Application Forms and the Electronic Applications to Shares
being allotted to an applicant includes allotment to CDP for the account of that Applicant.
Any reference to a time of day in this Offer Document, the Application Forms and the Electronic
Applications shall be a reference to Singapore time unless otherwise stated.
References in this Offer Document to “our Group”, “we”, “our”, and “us” or any other grammatical
variations thereof shall unless otherwise stated, mean our Company, our Group or any member of our
Group as the context requires.
Any discrepancies in the tables included herein between the listed amounts and the totals thereof are
due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Any information or figures included in this Offer Document stated to have been published by the IDX
has not been verified by our Company, the Manager and Sponsor or the Underwriter and Placement
Agent. The IDX has not consented to the inclusion of the information in this Offer Document for the
purposes of Section 249 of the SFA, and is not liable under Sections 253 and 254 of the SFA.
11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by us or our Directors, Executive Officers or employees acting on our
behalf, that are not statements of historical fact, constitute “forward-looking statements”. You can
identify some of these forward-looking statements by terms such as “expects”, “believes”, “plans”,
“intends”, “estimates”, “anticipates”, “may”, “will”, “would” and “could” or similar words. However, you
should note that these words are not the exclusive means of identifying forward-looking statements. All
statements regarding our expected financial position, business strategies, plans and prospects are
forward-looking statements.
These forward-looking statements, including without limitation, statements as to:
(a) our revenue and profitability;
(b) expected growth in demand;
(c) expected industry trends and development;
(d) anticipated expansion plans; and
(e) other matters discussed in this Offer Document regarding matters that are not historical fact,
are only predictions. These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expected, expressed or implied by
these forward-looking statements. These risks, uncertainties and other factors include, among others:
(a) changes in political, social and economic conditions, and laws and regulations and the
interpretation thereof in any of the jurisdictions where we conduct our business;
(b) the risk that we may be unable to execute or implement our business strategies and future plans;
(c) changes in currency exchange rates;
(d) our anticipated growth strategies and expected internal growth;
(e) changes in customers’ preferences;
(f) changes in competitive conditions and our ability to compete under such conditions;
(g) changes in our future capital needs and the availability of financing and capital to fund such
needs;
(h) changes in the financial performance of our business units, including the performance of the funds
that we manage; and
(i) other factors beyond our control.
Some of these risk factors are discussed in more detail in this Offer Document, in particular, but not
limited to, the discussions under the sections entitled “Risk Factors” and “Management’s Discussion
and Analysis of Results of Operations and Financial Position” of this Offer Document. These
forward-looking statements are applicable only as of the date of this Offer Document.
12
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the forward-looking
statements in this Offer Document, undue reliance must not be placed on these statements which apply
only as at the date of this Offer Document. Neither our Company, the Manager and Sponsor, the
Underwriter and Placement Agent nor any other person represents or warrants that our Group’s actual
future results, performance or achievements will be as discussed in those statements.
Our actual results may differ materially from those anticipated in these forward-looking statements as
a result of the risks faced by us. We, the Manager and Sponsor and the Underwriter and Placement
Agent disclaim any responsibility to update any of those forward-looking statements or publicly
announce any revisions to those forward-looking statements to reflect future developments, events or
circumstances. We are, however, subject to the provisions of the SFA and the Catalist Rules regarding
corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of the
Offer Document but before the close of the Invitation, our Company becomes aware of (a) a false or
misleading statement or matter in the Offer Document; (b) an omission from the Offer Document of any
information that should have been included in it under Section 243 of the SFA; or (c) a new
circumstance that has arisen since the registration of the Offer Document with the SGX-ST and would
have been required by Section 243 of the SFA to be included in the Offer Document if it had arisen
before the Offer Document was lodged and that is materially adverse from the point of view of an
investor, a supplementary or replacement Offer Document must (a) meet the conditions prescribed
under the Securities and Futures (Offers of Investments) (Shares) (Exemption from Prospectus
Requirements) Regulations 2008; and (b) be lodged with the SGX-ST.
13
SELLING RESTRICTIONS
Singapore
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for the New
Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or
to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been
or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory
requirements of any jurisdiction, except for the filing and/or lodgement of this Offer Document in
Singapore in order to permit a public offering of the New Shares and the public distribution of this Offer
Document in Singapore. The distribution of this Offer Document and the offering of the New Shares in
certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come
into possession of this Offer Document are required by our Company, the Manager and Sponsor, the
Underwriter and Placement Agent to inform themselves about, and to observe and comply with, any
such restrictions, at their own expense and without liability to us, the Manager and Sponsor and the
Underwriter and Placement Agent.
Persons to whom a copy of this Offer Document has been issued shall not circulate to any other person,
reproduce or otherwise distribute this Offer Document or any information herein for any purpose
whatsoever nor permit or cause the same to occur.
14
DETAILS OF THE INVITATION
LISTING ON THE CATALIST
PPCF has made an application to the SGX-ST for permission to deal in, and for quotation of, all our
Shares already issued and the New Shares which are the subject of the Invitation. Such permission will
be granted when we have been admitted to the Catalist. Our acceptance of applications will be
conditional upon, inter alia, the issue of New Shares and upon permission being granted by the
SGX-ST to deal in, and for the quotation of, all our existing issued Shares and the New Shares. If the
said permission is not granted for any reason, monies paid in respect of any application accepted will
be returned, without interest or any share of revenue or other benefit arising therefrom and at the
applicant’s own risk, and the applicant will not have any claim against us, the Manager and Sponsor,
or the Underwriter and Placement Agent. No Shares will be allotted on the basis of this Offer Document
later than six (6) months after the date of registration of this Offer Document by the SGX-ST on behalf
of the Authority.
Companies listed on the Catalist may carry higher investment risk when compared with larger or more
established companies listed on the Main Board of the SGX-ST. In particular, companies may list on the
Catalist without a track record of profitability and there is no assurance that there will be a liquid market
in the securities traded on the Catalist. A prospective investor should be aware of the risks of investing
in such companies and should make the decision to invest only after careful consideration and, if
appropriate, consultation with an independent financial adviser.
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document.
Neither the Authority nor the SGX-ST assumes any responsibility for the correctness of any of the
statements or opinions made or reports contained in this Offer Document. The SGX-ST does not
normally review the application for admission but relies on the Manager and Sponsor to certify that our
Company is suitable to be listed and complies with the Catalist Rules.
Admission to the Catalist is not to be taken as an indication of the merits of the Invitation, our Company,
our subsidiaries, our existing issued Shares or the New Shares.
A copy of this Offer Document has been lodged with the SGX-ST. The registration of this Offer
Document with the SGX-ST does not imply that the SFA, or any other legal or regulatory requirements,
have been complied with. The SGX-ST has not, in any way, considered the merits of our existing issued
Shares or the New Shares, as the case may be, being offered or in respect of which an invitation is
made, for investment. We have not lodged this Offer Document in any other jurisdiction.
We are subject to the provisions of the SFA and the Catalist Rules regarding corporate disclosure. In
particular, if after the registration of this Offer Document but before the close of the Invitation, we
become aware of:
(a) a false or misleading statement or matter in the Offer Document;
(b) an omission from the Offer Document of any information that should have been included in it
under Section 243 of the SFA; or
(c) a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST would
have been required by Section 243 of the SFA to be included in the Offer Document if it had arisen
before this Offer Document was lodged,
that is materially adverse from the point of view of an investor, a supplementary or replacement Offer
Document must (a) meet the conditions prescribed under the Securities and Futures (Offers of
Investments) (Shares) (Exemption from Prospectus Requirements) Regulations 2008; and (b) be
lodged with the SGX-ST, pursuant to Section 241 of the SFA.
15
In the event that a supplementary or replacement offer document is lodged with the SGX-ST, the
Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or
replacement offer document.
Where prior to the lodgement of the supplementary or replacement offer document, applications have
been made under this Offer Document to subscribe for the New Shares and:
(a) where the New Shares have not been issued to the applicants, our Company shall, either:
(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants notice
in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement
offer document, as the case may be, and provide the applicants with an option to withdraw
their applications and to take all reasonable steps to make available within a reasonable
period the supplementary or replacement offer document, as the case may be, to the
applicants who have indicated that they wish to obtain, or who have arranged to receive, a
copy of the supplementary document or replacement offer document;
(ii) within seven (7) days from the date of lodgement of the supplementary or replacement offer
document, give the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to withdraw their applications; or
(iii) treat the applications as withdrawn and cancelled, in which case the applications shall be
deemed to have been withdrawn and cancelled, and our Company shall, within seven (7)
days from the date of lodgement of the supplementary or replacement offer document,
return all monies paid in respect of any application, without interest or a share of revenue or
other benefit arising therefrom at the applicant’s own risk and the applicant will not have any
claim whatsoever against our Company, the Manager and Sponsor, the Underwriter and
Placement Agent; or
(b) where the New Shares have been issued to the applicants but trading has not commenced, our
Company shall, either:
(i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants notice
in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement
offer document, as the case may be, and provide the applicants with an option to withdraw
their applications and to take all reasonable steps to make available within a reasonable
period the supplementary or replacement offer document, as the case may be, to the
applicants who have indicated that they wish to obtain, or who have arranged to receive, a
copy of the supplementary document or replacement offer document;
(ii) within seven (7) days from the date of lodgement of the supplementary or replacement offer
document, give the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to return to our Company the New
Shares, which they do not wish to retain title in; or
(iii) treat the issue of the New Shares as void, in which case the issue shall be deemed void and
our Company shall within seven (7) days from the date of lodgement of the supplementary
or replacement offer document, return all monies paid in respect of any application, without
interest or a share of revenue or other benefit arising therefrom at the applicant’s own risk
and the applicant will not have any claim whatsoever against our Company, the Manager
and Sponsor, the Underwriter and Placement Agent.
16
Any applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his application
shall, within 14 days from the date of lodgement of the supplementary or replacement offer document,
notify our Company of this, whereupon our Company shall, within seven (7) days from the receipt of
such notification, pay to him all monies paid by him on account of his application for those New Shares
without interest or any share of revenue or other benefit arising therefrom and he will not have any claim
against our Company, the Manager and Sponsor, the Underwriter and Placement Agent.
Any applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the New Shares
issued to him shall, within 14 days from the date of lodgement of the supplementary or replacement
offer document, notify our Company of this and return all documents, if any, purporting to be evidence
of title to those New Shares, to our Company, whereupon our Company shall, within seven (7) days
from the receipt of such notification and documents, if any, pay to him all monies paid by him for those
Shares, without interest or any share of revenue or other benefit arising therefrom and at his own risk,
and the issue of those Shares shall be deemed void, and he will not have any claim against our
Company, the Manager and Sponsor, the Underwriter and Placement Agent.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order (the
“Stop Order”) to our Company, directing that no Shares or no further Shares to which this offer
document relates, be allotted or issued. Such circumstances will include a situation where this offer
document contains any statement or matter which, in the Authority’s opinion, is (i) false or misleading,
(ii) omits any information that should have been included in it under the SFA, or (iii) does not, in the
Authority’s opinion, comply with the requirements of the SFA.
In the event that the Authority issues a Stop Order and applications to subscribe for the New Shares
have been made prior to the Stop Order, then:
(a) where the New Shares have not been issued to the applicants, the applications for the New
Shares shall be deemed to have been withdrawn and cancelled and we shall, within 14 days from
the date of the Stop Order, pay to the applicants all monies the applicants have paid on account
of their applications for the New Shares; or
(b) where the New Shares have been issued to the applicants, the issue of the New Shares shall be
deemed to be void and we shall, within 14 days from the date of the Stop Order, pay to the
applicants all monies paid by them for the New Shares.
Such monies paid in respect of an application will be returned to the applicants at their own risk, without
interest or any share or revenue or other benefit arising therefrom, and they will not have any claims
against our Company, the Manager and Sponsor, and/or the Underwriter and Placement Agent.
This Offer Document has been seen and approved by our Directors and they individually and
collectively accept full responsibility for the accuracy of the information given in this Offer Document
and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the
facts stated and all expressions of opinion, intention and expectation in this Offer Document are fair and
accurate in all material respects as at the date of this Offer Document and that there are no material
facts the omission of which would make any statements in the Offer Document misleading, and that this
Offer Document constitutes full and true disclosure of all material facts about the Invitation and our
Group.
Neither our Company, the Manager and Sponsor, the Underwriter and Placement Agent, nor any other
parties involved in the Invitation is making any representation to any person regarding the legality of an
investment by such person under any investment or other laws or regulations. No information in this
Offer Document should be considered as being business, legal or tax advice regarding an investment
in our Shares. Each prospective investor should consult his own professional or other advisers for
business, legal or tax advice regarding an investment in our Shares.
17
No person has been or is authorised to give any information or to make any representation not
contained in this Offer Document in connection with the Invitation and, if given or made, such
information or representation must not be relied upon as having been authorised by us, the Manager
and Sponsor, or the Underwriter and Placement Agent. Neither the delivery of this Offer Document and
the Application Forms nor any documents relating to the Invitation, nor the Invitation shall, under any
circumstances, constitute a continuing representation or create any suggestion or implication that there
has been no change in our affairs or in the statements of fact or information contained in this Offer
Document since the date of this Offer Document. Where such changes occur and are material or are
required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency,
we may make an announcement of the same to the SGX-ST and the public and if required, we may
lodge a supplementary or replacement offer document with the SGX-ST and will comply with the
requirements of the SFA and/or any other requirements of the SGX-ST. All applicants should take note
of any such announcements and, upon the release of such an announcement, shall be deemed to have
notice of such changes.
Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a promise
or representation as to our future performance or policies. The New Shares are offered for subscription
solely on the basis of the information contained and representations made in this Offer Document.
This Offer Document has been prepared solely for the purpose of the Invitation and may not be relied
upon by any persons other than the applicants in connection with their application for the New Shares
or for any other purpose.
This Offer Document does not constitute an offer, solicitation or invitation of the New Shares in
any jurisdiction in which such offer, solicitation or invitation is unlawful or unauthorised nor
does it constitute an offer, solicitation or invitation to any person to whom it is unlawful to make
such offer, solicitation or invitation.
Copies of this Offer Document and the Application Forms may be obtained on request, subject to
availability during office hours, from:
PrimePartners Corporate Finance Pte. Ltd. UOB Kay Hian Private Limited
20 Cecil Street #21-02 8 Anthony Road #01-01
Equity Plaza Singapore 229957
Singapore 049705
and members of the Association of Banks in Singapore, members of the SGX-ST and merchant
banks in Singapore. A copy of this Offer Document is also available on the SGX-ST website
http://www.sgx.com.
The Invitation will open from 9.00 a.m. on 19 July 2011 to 12.00 noon on 22 July 2011 or such
further period or periods as our Directors may, in consultation with the Manager and Sponsor
and the Underwriter and Placement Agent in their absolute discretion decide, subject to any
limitation under all applicable laws. In the event a supplementary offer document or
replacement offer document is lodged with the SGX-ST, the Application List will remain open for
at least 14 days after the lodgement of the supplementary or replacement offer document.
Details of the procedures for application of the New Shares are set out in the section entitled
“Terms, Conditions and Procedures for Application and Acceptance” in Appendix G of this Offer
Document.
18
INDICATIVE TIMETABLE FOR LISTING
An indicative timetable on the trading of the Shares is set out below:
Indicative date/time Event
19 July 2011 at 9.00 a.m. Opening of Invitation
22 July 2011 at 12.00 noon Close of Application List
25 July 2011 Balloting of applications, if necessary (in the event of over-

subscription for the Offer Shares)
26 July 2011 at 9.00 a.m. Commence trading on a “ready” basis
29 July 2011 Settlement date for all trades done on a “ready” basis
The above timetable is only indicative as it assumes that the date of closing of the Application List is
22 July 2011, the date of admission of our Company to the Catalist is 26 July 2011, the shareholding
spread requirement will be complied with and the New Shares will be issued or allotted and fully paid-up
and/or allotted prior to 26 July 2011.
The actual date on which our Shares will commence trading on a “ready” basis will be announced when
it is confirmed by the SGX-ST.
The above timetable and procedures may be subject to such modification as the SGX-ST may, in its
absolute discretion, decide, including the commencement of trading on a “ready” basis.
Investors should consult the SGX-ST’s announcement on “ready” trading date on the Internet
(at the SGX-ST website http://www.sgx.com), Teletext or the newspapers or check with their
brokers on the date on which trading on a “ready” basis will commence.
In the event of any changes in the closure of the Application List or the time period during which the
Invitation is open, we will publicly announce the same:
(a) through an SGXNET announcement to be posted on the internet at the SGX-ST website
http://www.sgx.com; and
(b) in a local English language newspaper(s) such as The Straits Times or The Business Times.
We will provide details of the results of the Invitation as soon as it is practicable after the closure of the
Application List through the channels described in (a) and (b) above.
19
PLAN OF DISTRIBUTION
The Invitation is for 85,000,000 New Shares offered in Singapore by way of public offer and placement
comprising 2,000,000 Offer Shares and 83,000,000 Placement Shares managed and placed by PPCF
and UOBKH, respectively.
Prior to the Invitation, there has been no public market for our Shares. The Issue Price is determined
by our Company in consultation with the Manager and Sponsor, and the Underwriter and Placement
Agent, taking into consideration, inter alia, the prevailing market conditions and estimated market
demand for our Shares. The Issue Price is the same for each New Share and is payable in full on
application.
There are no arrangements whereby the number of Shares being offered pursuant to this Invitation may
be increased by the exercise of an underwriter’s over-allotment option.
Offer Shares
The Offer Shares are made available to the members of the public in Singapore for subscription at the
Issue Price. Members of the public may apply for the Offer Shares by way of printed Application Forms
or by Electronic Applications as described under the section entitled “Terms, Conditions and
Procedures for Application and Acceptance” as set out in Appendix G of this Offer Document.
An applicant who has made an application for Offer Shares by way of an Application Form may not
make another separate application for Offer Shares by way of an Electronic Application and vice versa.
Such separate applications shall be deemed to be multiple applications and shall be rejected.
The Underwriting Agreement dated 18 July 2011 was entered into between our Company and UOBKH
as the Underwriter whereby our Company appointed UOBKH to underwrite the Offer Shares for a
commission of 2.5% of the aggregate Issue Price for the total number of Offer Shares, payable by our
Company, for subscribing or procuring subscribers for any Offer Shares not subscribed for pursuant to
the Invitation and will pay or procure payment to our Company for such Offer Shares. The Underwriter
may, at its absolute discretion, appoint one or more secondary sub-underwriters for the Offer Shares.
In the event of an under-subscription for the Offer Shares as at the close of the Application List, that
number of Offer Shares not subscribed for shall be made available to satisfy excess applications for the
Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close
of the Application List.
In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or
the Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the
successful applications for the Offer Shares will be determined by ballot or otherwise as determined by
our Company after consultation with the Manager and Sponsor and the Underwriter and Placement
Agent, and approved by the SGX-ST.
Placement Shares
The Placement Shares are made available to members of the public and institutional investors in
Singapore who apply through their brokers or financial institutions by way of the relevant application
forms.
Application for the Placement Shares may only be made by way of printed Application Forms as
described under the section entitled “Terms, Conditions and Procedures for Application and
Acceptance” as set out in Appendix G of this Offer Document.
20
The Placement Agreement dated 18 July 2011 was entered into between our Company and UOBKH as
the Placement Agent whereby the Placement Agent has agreed to subscribe for and/or procure
subscriptions for the Placement Shares for a placement commission of 2.5% of the aggregate Issue
Price for the total number of Placement Shares, payable by our Company. The Placement Agent may,
at its absolute discretion, appoint one or more sub-placement agents for the Placement Shares.
In the event of an under-subscription for the Placement Shares as at the close of the Application List,
that number of Placement Shares not subscribed for shall be made available to satisfy excess
applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as
at the close of the Application List.
Subscribers of the Placement Shares may be required to pay a brokerage fee of up to 1.0% of the Issue
Price for each Placement Share to the Placement Agent or any sub-placement agent(s) that may be
appointed by the Placement Agent (including the prevailing GST thereon, if applicable) as well as stamp
duties and any other similar charges (subject to any taxes, duties and levies on the supply of goods and
services, where applicable).
Interests of the Underwriter and Placement Agent
In the reasonable opinion of our Directors, the Underwriter and Placement Agent, UOBKH, does not
have a material relationship with our Company save that UOBKH is the Underwriter and Placement
Agent of the Invitation.
Brokerage will be paid by our Company on the Offer Shares to the Underwriter, members of the
SGX-ST, banks and merchant banks in respect of accepted applications made on Application Forms
bearing their respective stamps, or to Participating Banks in respect of successful applications made
through Electronic Applications at their respective ATMs at the rate of 0.25% (or 0.50% in the case of
DBS Bank) of the Issue Price for each Offer Share and 0.25% (or 0.50% in the case of DBS Bank) of
the Issue Price for each Placement Share applied to satisfy excess applications for the Offer Shares.
In addition, DBS Bank levies a minimum brokerage fee of S$10,000. This brokerage fee has been
included in the aforesaid underwriting commission.
Other than pursuant to the Underwriting Agreement and the Placement Agreement and save as
aforesaid, there are no contracts, agreements or understandings between our Company and any
person or entity that would give rise to any claim for brokerage commission, finder’s fees or other
payments in connection with the offer and subscription of the New Shares.
The Underwriting Agreement or the Placement Agreement may be terminated by the Underwriter or the
Placement Agent at any time on or before the close of the Application List on the occurrence of certain
events including without limitation:
(a) any breach of the warranties or undertakings in the Underwriting Agreement or Placement
Agreement;
(b) any occurrence of an event occurring after the date of the Underwriting Agreement or Placement
Agreement and prior to 12.00 noon on the date stated in the Offer Document as the date of the
closing of the application list for the New Shares under the Invitation (or such other date as the
Company, the Manager and Sponsor and the Underwriter and Placement Agent may agree or
such other postponed date as may be required under the SFA (the “Closing Date”), which if it had
occurred before the date of the Underwriting Agreement or the Placement Agreement would have
rendered any of the warranties or undertakings contained in the Underwriting Agreement or the
Placement Agreement (as the case may be) untrue or incorrect in any material respect;
(c) any adverse change, or any development involving a prospective adverse change, in the
condition (financial or otherwise) of our Company or of our Group as a whole;
21
(d) any introduction or prospective introduction of or any change or prospective change in any
legislation, regulation, order, notice, policy, rule, guideline or directive (whether or not having the
force of law and including, without limitation, any directive, notice or request issued by the
Authority, the Securities Industry Council of Singapore, the SGX-ST or relevant authorities in
Singapore or elsewhere) or in the interpretation or application thereof by any court, government
body, regulatory authority or other competent authority in Singapore or elsewhere;
(e) any change, or any development involving a prospective change or any crisis in local, national,
regional or international political, industrial, legal, financial, monetary or economic conditions,
taxation or exchange controls (including but without limitation to the conditions in the stock
market, foreign exchange market, inter-bank market or interest rates or money market, in
Singapore or any other jurisdiction) or a combination of any such changes or development or
crisis or deterioration thereof;
(f) any imminent threat or occurrence of local, national or international outbreak or escalation of
hostilities whether war has been declared or not, terrorist attacks, or insurrection or armed conflict
(whether or not involving financial markets);
(g) any regional or local outbreak of disease that may have an adverse effect on the financial
markets;
(h) the issue of a Stop Order by the Authority in accordance with Section 242 of the SFA; or
(i) any other occurrence of any nature whatsoever,
which event or events shall in the opinion of the Underwriter or the Placement Agent (1) result or be
likely to result in a material adverse fluctuation or adverse conditions in the stock market in Singapore
or elsewhere or (2) be likely to prejudice the success of the offer, subscription or sale of the Invitation
Shares (whether in the primary market or in respect of dealings in the secondary market) or (3) make
it impossible, impracticable or uncommercial to proceed with any of the transactions contemplated in
the Underwriting Agreement or the Placement Agreement or (4) be likely to have a material adverse
effect on the business, trading position, operations or prospects of the Company or of the Group as a
whole or (5) be such that no reasonable underwriter or placement agent would have entered into the
Underwriting Agreement or the Placement Agreement (as the case may be) or (6) result or be likely to
result in the issue of a Stop Order by the Authority pursuant to the SFA or (7) make it uncommercial or
otherwise contrary to or outside the usual commercial practices of underwriting or placement in
Singapore for the Underwriter or the Placement Agent to observe or perform or be obliged to observe
or perform the terms of the Underwriting Agreement or the Placement Agreement, the Underwriter or
the Placement Agent may at any time prior to the date of the commencement of trading of the Shares
on the Official List of the SGX-ST, by notice in writing to the Company rescind or terminate the
Underwriting Agreement or the Placement Agreement.
Notwithstanding anything herein contained, the Underwriter or the Placement Agent may by notice in
writing to our Company terminate the Underwriting Agreement or the Placement Agreement if:
(a) at any time up to the time and date of the commencement of trading of the Shares on the Official
List of the SGX-ST, a Stop Order shall have been issued by the Authority in accordance with
Section 242 of the SFA;
(b) at any time after registration of this Offer Document with the Authority but before the Closing Date,
our Company fails and/or neglect to lodge a supplementary or replacement prospectus (as the
case may be) if the Underwriter or Placement Agent becomes aware of:
(i) a false or misleading statement or matter in this Offer Document;
22
(ii) an omission from this Offer Document of any information that should have been included in
it under Section 243 of the SFA; or
(iii) a new circumstance that has arisen since this Offer Document was lodged with the Authority
and would have been required by Section 243 of the SFA to be included in this Offer
Document if it had arisen before this Offer Document was lodged,
that is materially adverse from the point of view of an investor; and
(c) the Shares (including the New Shares) have not been admitted to the Catalist on or before 26 July
2011 (or such other date as our Company, the Manager and Sponsor and the Underwriter and
Placement Agent may agree).
Further, the Company has undertaken to the Underwriter and Placement Agent in the Underwriting
Agreement and the Placement Agreement not to issue at any time on or before the expiry of six (6)
months from the time and date of the commencement of trading of the Shares on the Catalist, any
securities of the Company (in the form of, or represented or evidenced by, bonds, notes, debentures,
loan stock or other securities, including but not limited to any option granted or shares issued under any
option scheme, share performance or share award plan adopted or to be adopted) or Shares or any
options therefor, declare or distribute any dividend or vary, alter, subdivide or otherwise do anything to
its capital structure (issued or otherwise) without the prior written consent of the Underwriter or the
Placement Agent.
The Management Agreement, Underwriting Agreement and Placement Agreement are conditional upon
each agreement not being terminated or rescinded pursuant to the provisions of each agreement. In the
event that the Management Agreement or the Underwriting Agreement or the Placement Agreement is
terminated, our Company reserves the right, at the absolute discretion of our Directors, to cancel the
Invitation.
Interests of the Manager and Sponsor
In the reasonable opinion of our Directors, the Manager and Sponsor, PPCF, does not have a material
relationship with our Company save as disclosed below:
(a) PPCF is the Manager and Sponsor of the Invitation; and
(b) PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the date
our Company is admitted and listed on the Catalist.
Subject to the consent of the SGX-ST being obtained, the Management Agreement may be terminated
by PPCF at any time before the close of the Application List on the occurrence of certain events
including the following:
(a) PPCF becomes aware of any material breach by our Company and/or its agent(s) of any
warranties, representations, covenants or undertakings given by our Company to PPCF in the
Management Agreement;
(b) there shall have been, since the date of the Management Agreement, any change or prospective
change in or any introduction or prospective introduction of any legislation, regulation, policy,
directive, guideline, rule or byelaw by any relevant government or regulatory body, whether or not
having the force of law, or any other occurrence of similar nature that would materially change the
scope of work, responsibility or liability required of PPCF; or
(c) there is a conflict of interest for PPCF, or any dispute, conflict or disagreement with our Company
or our Company wilfully fails to comply with any advice from or recommendation of PPCF.
23
Persons intending to subscribe for the Offering
None of our Directors or Substantial Shareholders intends to subscribe for the New Shares in the
Invitation.
None of our Independent Directors, members of our management or employees intends to subscribe
for more than 5% of the New Shares in the Invitation.
To the best of our knowledge and belief, we are not aware of any person who intends to subscribe for
more than 5% of the New Shares. However, through a book-building process to assess market demand
for our Shares, there may be persons who may indicate an interest to subscribe for Shares amounting
to more than 5% of the New Shares. If such person(s) were to make an application for Shares
amounting to more than 5% of the New Shares and are subsequently allotted such number of Shares,
we will make the necessary announcements at an appropriate time. The final allotment of Shares will
be in accordance with the shareholding spread and distribution guidelines as set out in Rule 406 of the
Catalist Rules.
No Shares shall be issued on the basis of this Offer Document later than six (6) months after the date
of registration of this Offer Document.
24
OFFER DOCUMENT SUMMARY
The following summary highlights certain information found in greater detail elsewhere in this Offer
Document. Terms defined elsewhere in this Offer Document have the same meaning when used
herein. In addition to this summary, we urge you to read the entire Offer Document carefully, especially
the section entitled “Risk Factors” of this Offer Document, before deciding to invest in our Shares.
OVERVIEW OF OUR GROUP
Our Business
The Group provides a wide variety of financial services to a diverse customer base including both retail
and institutional customers in the Indonesian market. The Group’s business comprises three (3) main
segments as follows:
(a) consumer financing;
(b) asset management; and
(c) brokerage, margin financing and corporate finance advisory.
The products and services in each of the segments set out above are provided by our subsidiaries,
BPF, BPAM and BPS respectively.
Please refer to section entitled “General Information on Our Group — Business Overview” of this Offer
Document for further details.
Our Financial Results and Financial Position
Please refer to the section entitled “Management’s Discussion and Analysis of Results of Operations
and Financial Position” of this Offer Document, the Independent Auditors’ Report and the Proforma
Report as set out in Appendices A and B of this Offer Document respectively for details of our financial
performance for FY2008, FY2009 and FY2010.
Our Competitive Strengths
Our competitive strengths are as follows:
Consumer Financing
Established branding
Since BPF was listed on 1 June 2009 on the IDX, our consumer financing business has been able to
capitalise on its established branding to gain access to more funding sources by leveraging on a wider
network of first-tier funding institutions, including Bank Mandiri (Indonesia’s largest bank) and PT Bank
Central Asia Tbk (Indonesia’s largest private bank) to fund its business operations and expansion.
Extensive network of branches at strategic locations
As at 31 December 2010, our consumer financing business has a network of 25 branches and
representative offices in Indonesia’s major cities, covering the islands of Java, Sumatera, Kalimantan,
Sulawesi and Bali. We continually source for strategic locations for our branches. This allows us to be
in closer proximity to customers and to process customers’ credit applications more efficiently.
25
Established business operations
We have an extensive background and experience in primarily the area of consumer financing of
pre-owned motor vehicles. BPF obtained its operating licence as a multi finance company from the
Minister of Finance of Indonesia on 15 February 1995.
Asset Management
Extensive distribution channels
We have built up an extensive network of third party selling agents comprising commercial banks and
financial institutions which we rely upon to distribute the funds managed by BPAM to the retail
customers. We have our own in-house distribution team to cater to institutional investors. In particular,
BPAM’s mutual funds are distributed through its network of large banking institutions and other financial
establishments. Through these selling agents, we are able to access a wider range and greater number
of customers and we continue to source for suitable selling agents for our funds.
Strong investment discipline complemented by in-house research resources
Our fund managers embrace a value approach to investment. We have a dedicated research analyst
who supports our fund managers by looking out for value investments in the Indonesian market. Our
quality of services is reflected in the ISO 9001:2000 (mutual fund management; marketing; investment
operation and compliance) which we obtained on 17 December 2007, and the ISO 9001:2008 (sales
and marketing, compliance and risk management, investment operation, portfolio management and
product development) which we obtained on 17 December 2010.
Innovative product development capabilities
We offer a broad range of funds to our customers. Our product development desk regularly studies
market conditions and sentiments, and consults with our selling agents in order to understand the
needs of our customers. Pursuant to such studies, we may develop new fund strategies and set up new
fund portfolios which we offer to customers through our selling agents comprising commercial banks
and financial institutions. As at 31 December 2010, we had set up more than 40 funds.
Brokerage, Margin Financing and Corporate Finance Advisory
Customer-oriented services complemented by in-house research resources
We believe we offer customer-oriented services in the provision of our brokerage, margin financing and
corporate finance advisory services to our retail and institutional customers by our quick response time
to our customer’s needs. As at 31 December 2010, BPS has a research team of six (6) analysts which
provides analyses of market and industry movements and provides information to our customers as a
value added service.
Internet trading platform — “BPonline”
We also offer access to the same services through our online portal known as “BPonline” to our
customers. These customers directly trade equities in real-time during the IDX trading hours, enjoy
access to real time quotes and market news and commentaries, personalised portfolio tracking,
charting and quote applications, and live chat with our team of research analysts. As at 31 December
2010, we had more than 190 registered online customers.
26
Extensive network branches at strategic locations
As at 31 December 2010, BPS had a network of nine (9) branches in Indonesia’s major cities, including
Medan, Palembang, Surabaya, Bandung, Malang, Semarang, Yogyakarta, Makassar and Jakarta. This
provides us with better access to our customers and also potential customers for the provision of our
brokerage and margin financing services.
Please refer to section entitled “General Information on Our Group — Competitive Strengths” of this
Offer Document for further details.
Our Business Strategies and Future Plans
Our business strategies and future plans are as follows:
Focus and leverage on our well-established relationships with our network of selling agents and
commercial banks and to expand such a network
We intend to continue to focus on our core capabilities and build on our well-established relationships
with business counterparts including selling agents for our asset management business and also
commercial banks for our consumer financing business. Through third party referrals and suitable
synergistic tie-ups, we intend to expand this network to reach out to more customers in different
segments of the Indonesian market.
Expand and diversify our customer portfolio and broaden our coverage within Indonesia
Our consumer financing business unit also intends to continue to tap into the pre-owned motor vehicles
financing market, which has higher margins and more favourable resale values as compared to new
motor vehicles. To expand our market coverage, we intend to continue our expansion by setting up new
branches and/or point-of-sale offices in various locations within Indonesia with a large potential market
such as the islands of Sumatera and Kalimantan, as well as employing professional marketing staff at
our head office and other offices.
We aim to build on our well-established relationships with our selling agents and our institutional
customers, increase the number of selling agents and expand our institutional customer base for our
asset management business by offering innovative solutions to meet their specific requirements.
In particular, our brokerage business unit intends to further penetrate into the markets in which its
offices and branches operate and to carry out interactive informal seminars to create awareness of our
Group and expand its retail customer base through marketing and advertising. We also intend to further
penetrate into the institutional customer market by increasing the number of institutional marketing
team members.
Minimising funding costs while maintaining access to diverse sources of capital
We will seek to minimise our funding costs by diversifying funding sources, increasing our direct
participation in capital markets and improving our financial performance through a conservative capital
structure, asset-to-liability ratio and interest rate exposure.
Expanding the Group’s operations through acquisitions
The Group has demonstrated significant growth organically during the Period Under Review, and while
we intend to continue to grow the Group organically, the Group will consider making suitable
acquisitions that are in line with the Group’s business strategy when the opportunity arises.
27
Please refer to section entitled “General Information on Our Group — Business Strategies and Future
Plans” of this Offer Document for further details.
Where you can find us
Our registered office is located at 1 Scotts Road #20-02, Shaw Centre, Singapore 228208. Our
telephone number is (65) 6737 1089 and our facsimile number is (65) 6737 0806. Our principal place
of business is at Chase Plaza 12th Floor Jl. Jend. Sudirman Kav. 21 Jakarta 12920 Indonesia. Our
telephone number of our principal place of business is (62-21) 5207374 and the facsimile number of our
principal place of business is (62-21) 5206936. Our subsidiaries’ website addresses are set out below:
BPF — www.bpfi.co.id
BPAM — www.bpam.co.id
BPS — www.bps.co.id
Information contained on our websites does not constitute part of this Offer Document.
28
THE INVITATION
Issue Size : 85,000,000 New Shares offered in Singapore comprising 2,000,000

Offer Shares and 83,000,000 Placement Shares.
The New Shares, upon issue and allotment, will rank pari passu in
all respects with the existing issued Shares.
Issue Price : S$0.22 for each New Share.
The Invitation : The Invitation comprises an offering of:
2,000,000 Offer Shares at the Issue Price by way of public offer to

members of the public in Singapore; and
83,000,000 Placement Shares at the Issue Price by way of

placement to members of the public and institutional investors in
Singapore.
Purpose of the Invitation : Our Directors consider that the listing of our Company and the
quotation of our Shares on the Catalist will enhance our public
image locally and overseas and enable us to tap the capital markets
for the expansion of our operations. Please refer to the section
entitled “Use of Proceeds and Listing Expenses” of this Offer
Document for more information.
Listing Status : Prior to the Invitation, there had been no public market for our
Shares. Our Shares will be quoted in Singapore Dollars on the
Catalist, subject to admission of our Company to the Catalist.
29
EXCHANGE RATES
The reporting currency of our Group is Indonesian Rupiah. The exchange rates for IDR to S$ as
outlined in the tables below were from Bloomberg L.P.(1) and have been presented solely for
informational purposes only. The tables and figures below should not be construed as representations
that those Singapore Dollars could have been, could be or would be, converted or convertible into
IDR, as the case may be, at any particular rate, the rate stated below, or at all.
The table below sets forth the highest and lowest exchange rates between the S$ to IDR for each
month for the past six (6) months prior to the Latest Practicable Date. The table below indicates how
much IDR can be bought with one (1) S$:
IDR to S$1.00
High Low
December 2010 7,030.51 6,832.41

January 2011 7,084.08 6,935.80
February 2011 7,118.12 6,916.77
March 2011 6,953.93 6,820.27
April 2011 7,033.06 6,859.65
May 2011 7,005.81 6,831.74
As at the Latest Practicable Date, the exchange rate was S$1.00 to IDR 6,971.64.
The following table sets forth, for each of the financial periods indicated, the average and closing
exchange rates between the S$ to IDR. The average exchange rates are calculated using the average
of the closing exchange rates on the last day of each month during each financial period. Where
applicable, the exchange rates in this table are used for the translation of our Company’s financial
statements disclosed elsewhere in this Offer Document.
IDR to S$1.00
Average Closing
FY2008 6,930.19 7,900.18

FY2009 7,144.01 6,693.67
FY2010 6,682.04 7,004.16
Note:
(1)
The above information is extracted from the website of Bloomberg L.P. at http://www.bloomberg.com and is included in its
proper form and context in this Offer Document. The information has not been verified by our Company, the Manager and
Sponsor or the Underwriter and Placement Agent. Bloomberg L.P. has not consented to the inclusion of the information in
this Offer Document for the purposes of Section 249 of the SFA, and is not liable under Sections 253 and 254 of the SFA.
30
RISK FACTORS
We are exposed to a number of possible risks that may arise from economic, business, market and
financial factors and developments that may have an adverse impact on our future performance.
Prospective investors should carefully consider and evaluate the following considerations and all other
information contained in this Offer Document before deciding to invest in our Shares. If any of the
following considerations and uncertainties develop into actual events, our business, results of
operations and financial condition could be materially and adversely affected. In such cases, the trading
price of the Shares could decline due to any of these considerations and uncertainties, and you may
lose all or part of your investment.
This Offer Document also contains forward-looking statements that involve risks and uncertainties. Our
actual results, performance or achievements could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks faced by us described
below and elsewhere in this Offer Document.
RISKS RELATING TO OUR COMPANY’S INDUSTRY AND OPERATIONS
If we are unable to effectively manage the credit risk of our secured loans and the quality of our
receivables portfolio, our results of operations and financial condition may be materially and
adversely affected.
Credit risk is the risk of suffering financial loss, should any of our customers or market counterparties
fail to fulfill their contractual obligations to us. Our consumer financing business faces the credit risk of
non-performing loans primarily due to customer default, and the sustainability of our growth depends
largely on our ability to effectively manage our credit risk of our secured loans and the quality of our
receivables portfolio. Furthermore, we enter into joint financing, channelling and sale and purchase of
receivables arrangements where we undertake credit risk. The said arrangements are entered into with
some of our major funding institutions under our consumer financing business and we retain the full
credit risk of default of payment by the customer in certain events. Please refer to the section entitled
“General Information on Our Group — Business Overview” of this Offer Document for more details on
such joint financing, channelling and sale and purchase of receivables arrangements.
In order to minimise and effectively manage the credit risk of non-performing loans, we have
implemented measures to assess the creditworthiness of our customers, including the screening of
potential customers’ credit quality, strict credit approval procedures and guidelines, and effective credit
control and collection processes. These credit risk management measures, however, may not be
successful in effectively managing our risk. Failure of our credit risk management measures may result
in an increase in the level of our non-performing loans and adversely affect the quality of our
receivables portfolio. In addition, the quality of our receivables portfolio may also deteriorate due to
various other reasons, including factors beyond our control. If such deterioration occurs, it could
materially and adversely affect the results of operations and financial condition of our consumer
financing business. As at 31 December 2010, the total amount of our consumer financing and finance
lease receivables was approximately IDR 259.2 billion. As at 31 December 2010, BPF’s total potential
credit risk exposure arising from its total portfolio of consumer financing receivables, including joint
financing, channelling and sales of receivables arrangements, was approximately IDR 645.5 billion.
Additionally, we engage in the provision of brokerage, margin financing and corporate finance advisory
services. Margin financing is particularly vulnerable to stock price volatility and the liquidity of those
securities which are pledged as security for margin financing loans. In a volatile market, if the stock
prices decline, the customer may be required to deposit additional cash or other assets to the collateral
portfolio to reduce the credit risk exposure or increase the collateral value. Where a customer is unable
to meet the margin call or keep within our stipulated margin ratios, our Group is entitled to sell the
31
relevant pledged securities and apply the sale proceeds toward repayment of the margin financing. As
proceeds from forced selling of pledged securities may not result in sufficient proceeds to cover the total
amount of margin financing outstanding, failure of our customers to top up the shortfall could adversely
affect the results of operations and financial performance of our brokerage, margin financing and
corporate finance advisory business.
During the Period Under Review, the maximum outstanding balance in our margin financing loans was
approximately IDR 197.5 billion. As at 31 December 2008, 2009 and 2010, the total amount of margin
financing outstanding was approximately IDR 16.3 billion, IDR 12.6 billion and IDR 24.5 billion
respectively, and the total market value of securities pledged as collateral in respect of our margin
financing loans was approximately IDR 16.9 billion, IDR 50.1 billion and IDR 51.3 billion respectively.
The allowance for doubtful accounts receivables on secured loans granted to customers in our
consumer financing business may not be adequate to cover future realised credit losses, and
we may need to increase such allowances to cover such future realised credit losses.
Our consumer financing business maintains an allowance for doubtful accounts receivables on
consumer financing loans granted to customers. The allowance for doubtful accounts receivables is
made based on our internal provisioning guidelines, after considering factors such as the nature and
characteristics of obligors, economic conditions and trends, write-off experience, delinquencies, the
value of the underlying collateral and the aging of consumer receivables.
There can be no assurance that our allowance for doubtful accounts receivables will prove to be
adequate over time to cover impairment losses in these portfolios. This allowance may prove to be
inadequate if unanticipated adverse changes occur in the Indonesian economy, automobile industry or
if any other events adversely affect specific customers, industries or markets. Under such
circumstances, we may need to make additional credit loss provision or write-offs, which may materially
and adversely affect our results of operations and financial condition.
For our consumer financing and finance lease business, the aggregate bad debts written off were
approximately IDR 0.3 billion, IDR 2.9 billion and IDR 2.8 billion in FY2008, FY2009 and FY2010
respectively and the aggregate allowance for doubtful debts was approximately IDR 3.9 billion, IDR 4.4
billion and IDR 4.3 billion in FY2008, FY2009 and FY2010 respectively.
The value of underlying collateral under our secured financing contracts may be inadequate,
and the value of the collateral may be less than initially estimated.
A substantial portion of our consumer financing and margin financing loans to our customers are
secured by assets, including motor vehicles in the case of our consumer financing business and listed
securities in the case of our brokerage, margin financing and corporate finance advisory business. We
cannot assure Shareholders that the realisable or realised value of the collateral will be adequate to
cover the loans. An economic downturn or an increase in inflation could result in a fall in the relevant
collateral values for us. Moreover, motor vehicles will depreciate in value and listed securities may
suffer a fall in market price. As a result, such collateral may not accurately reflect its realisable or
realised value. We cannot assure Shareholders that the collateral securing any particular loan will
protect us from suffering a partial or complete loss if the loan becomes non-performing. In such event,
our business, financial condition and results of operations may be adversely affected.
We may not be able to successfully enforce our rights to the underlying collateral.
We take security over the underlying collateral for our financing products, and upon default under the
terms of the contract, would be entitled to the collateral including motor vehicles in the case of our
consumer financing business, and listed securities in the case of our brokerage, margin financing and
corporate finance advisory business. We may not be able to fully recover amounts owed to us through
32
enforcement of collateral as a result of, among other factors, the legal uncertainties in enforcing such
rights, delays in bankruptcy and foreclosure proceedings, defects in the perfection of collateral,
fraudulent transfers and delinquency by borrowers in Indonesia. In addition, such collateral may not be
adequately insured or insured at all. Any inability of us to bring an enforcement action on the collateral
securing our contracts may have a material adverse effect on our results of operations and financial
condition.
We are subject to liquidity risks and inadequate external loans or credit facilities available to us
may affect the conduct or expansion of our consumer financing business and our brokerage,
margin financing and corporate finance advisory business.
Our consumer financing business and our brokerage, margin financing and corporate finance advisory
business are capital-intensive and require access to substantial short-term and long-term credit
provided by commercial banks and other financial institutions. On a short term basis, we are exposed
to liquidity risk arising from “T + 3” settlement date timing difference between settlement with brokers
and customers.
We are also exposed to the risk of demand for repayment or non-renewal of the loans upon maturity
by these banks or financial institutions. We may continue to require significant additional capital to
maintain and expand the volume of our consumer financing and margin financing services. In the event
that we are required to repay any of the credit facilities before the maturity date or if we are unable to
secure additional loans or credit facilities or are unable to secure additional loans or credit facilities on
favourable commercial terms, we may not be able to implement our business and expansion strategies
effectively. In addition, our results of operations and financial condition may be adversely affected.
For the financial year ended 31 December 2010, the total borrowings of our Group was approximately
IDR 223.5 billion. Please refer to the section entitled “Managements’ Discussion and Analysis of
Results of Operations and Financial Position — Capitalisation and Indebtedness” of this Offer
Document for more details on the total borrowings of our Group.
We are subject to certain covenants, restrictions and default provisions in the loans and credit
facilities that we enter into as borrowers.
The agreements relating to the loan and credit facilities that we enter into as borrowers contain
numerous covenants, restrictions and default provisions relating to, among other things, certain
minimum financial ratios (including but not limited to asset/equity ratios and interest coverage ratios),
restrictions on mergers with or acquisitions of other companies, restrictions on the transfer of our major
business or assets, restrictions on change of shareholdings, and restrictions on declaration of
dividends without prior consent of the bank. An event of default under any of such agreements could
result in an acceleration of amounts outstanding, foreclosure or termination of such agreements. We
cannot assure Shareholders that we will remain in compliance in all material respects with all of the
covenants and restrictions imposed and any non-compliance under any of such agreements may affect
our funding adequacy, which may have a material adverse effect on our results of operations and
financial condition.
Reliance of our consumer financing business on joint financing, channelling and sale and
purchase of receivables arrangements with other funding institutions may affect our business
and financial performance adversely.
As part of our consumer financing business, we enter into arrangements for joint financing, channelling
and sale and purchase of receivables with some of our major funding institutions to improve short term
cash flow and facilitate liquidity for our consumer financing operations. BPF is exposed to funding risk
as a significant portion of its funding is financed by joint financing, channelling and sale and purchase
of receivables arrangements. As at 31 December 2010, the outstanding balance of the aforementioned
33
arrangements financed by the funding institutions was approximately IDR 267.8 billion. BPF will
continue to require such funding sources to maintain and expand its consumer financing business. In
the event such financing arrangements are not available in future, or are not available at favourable
rates in the future, our business and financial performance could be adversely affected.
Fluctuations in interest rates may adversely affect our financial condition.
Our results of operations depend to a large extent on our net interest income. For FY2008, FY2009 and
FY2010, our net interest income represented approximately 33.2%, 33.0% and 34.9% of our total
Group operating income respectively.
Interest rate risk represents adverse fluctuations in the interest rates. Fluctuation in interest rates
affects our business performance and growth prospects in several ways. An increase in interest rates
may decrease our operating income in several ways. The marked-to-market value of our debt securities
portfolios will decrease in the event of an increase in interest rates. This will cause a reduction in
management fees which are based on a percentage value of the net asset value of assets under
management.
The costs of funds in our consumer financing business will also be increased and our interest spread
will be reduced. While we generally seek to match the maturities of our interest rate sensitive assets
and interest rate sensitive liabilities on a portfolio basis, and monitor product pricing, there is no
assurance that such matching will be entirely on a back-to-back basis or that it will be entirely effective.
In addition, there may be certain market or economic trends which may deter or prohibit us from
passing the full increase in the costs of funds to our end customers.
In addition, an increase in interest rates may reduce the overall demand for consumer financing and
margin financing loans. This may have a material adverse effect on our Group’s operating income,
results of operations and financial condition.
There may be a decline in our assets under management.
Our asset management business derives a large proportion of our operating income from management
fees based respectively on the investment performance and the net asset value of the funds and
investment portfolios we manage. Our assets under management may decline as a result of poor
performance of the funds we manage, which may be caused by reasons including, failure to mitigate
market or foreign exchange risks or failure to achieve our investment objectives and investment
approach. A decline in our funds’ performance or in the value of our Group’s assets under management,
and/or a reduction in fees payable to us, for whatever reason, could have a material adverse effect on
our business, growth prospects, operating income, results of operations and financial condition. If we
fail to increase our assets under management in line with our business objectives, our growth may be
materially impaired. This could also have a material adverse effect on our Group’s operating income,
Most of the funds and investment portfolios we manage are concentrated in Indonesia which
could exacerbate any negative performance of these funds to the extent those concentrated
investments perform poorly.
The funds we manage are primarily limited by geography to only Indonesia. During periods of difficult
market conditions or economic slowdown in Indonesia, the decreased revenue and devaluation of
investment portfolios we manage may be exacerbated by this concentration of investments in
Indonesia, which would in turn result in us receiving lower fees.
34
Investments by the funds and investment portfolios we manage may rank junior to or have
lesser rights or preferences than investments made by others.
The companies in which our funds and investment portfolios invest in may, in certain cases incur
indebtedness or issue equity securities, or may be permitted to incur indebtedness or to issue equity
securities, that rank senior to or have more rights and preferences than our investments. Such
instruments may state that their holders are entitled to receive payments of dividends, interest or
principal on or before the dates on which payments are to be made in respect of our investment.
Moreover, in the event of insolvency, liquidation, dissolution, reorganisation or bankruptcy of a
company in which an investment is made, holders of securities ranking senior to or having distribution
preferences over the funds’ investment would typically be entitled to receive payment in full before
distributions could be made in respect of the funds’ investment. Holders of claims that rank equal to or
are in the same class as the funds’ investment would be entitled to share on an equal and ratable basis
any distributions that are made out of assets remaining after payment to holders of senior securities.
Investors in the majority of our managed funds can redeem their investments or terminate our
investment management agreements at short notice.
Investors in the majority of our funds may redeem their investments in those funds at short notice.
Dealing days for the different funds vary and can be at daily, weekly, bi-weekly, monthly or at other
intervals. Investors may choose to reduce the aggregate amount of their investment in such funds, or
transfer their investment to other funds with alternative fee rate arrangements. Such a reduction or
transfer may occur or accelerate for any reason, including investment performance, changes in
prevailing interest rates and financial market performance. Redemptions of investments in funds could
also take place more quickly than the divestment of the securities to meet the price of such
redemptions.
Our fund portfolios may have significant holdings in smaller, less liquid securities. In the event of
sudden and/or large-scale redemption by investors to the funds, there may be liquidity risk as the
relevant funds may have to sell securities at an unfavourable price in order to raise sufficient cash to
meet redemptions. The occurrence of such sudden and/or large-scale redemptions may adversely
affect the performance of the funds, result in losses to our investors, and have a material adverse effect
on our business, growth prospects, operating income, results of operations, financial condition and
reputation.
We are reliant on third party service providers.
We rely on third party selling agents, custodians and administrators. Any interruption in our ability to rely
on the services of these selling agents, custodians or administrators or a deterioration in their
performance may impair the quality (including the timing) of the services we offer to our end customers.
Furthermore, if the contracts with any of these third party service providers are terminated in connection
with the business of BPAM, we may not find alternative service providers on a timely basis or on
equivalent terms or of similar quality. The occurrence of any of these events could have a material
adverse effect on our growth prospects, results of operations and financial condition.
We may not be able to implement expansion of our financial products and services, business
diversification, and growth strategies if we are unable to identify new markets, products and
services.
Our growth depends upon our expansion into new businesses and financial products and services, and
into new markets. Such growth will largely depend upon our ability to identify new markets for our
financial products and services and to enter those markets successfully. We cannot assure that we can
35
continue to identify successful financial products and services and market opportunities in Indonesia or
elsewhere. Any failure to do so may have a material adverse effect on our results of operations and
financial condition.
Further, the expansion of our business activities to offer new financial products and services exposes
us to a number of risks and challenges, including, among others, the following:
• New business activities may require greater marketing and compliance costs;
• New business activities may require knowledge and expertise which differs from those used in our
current business operations, including different management skills, risk management procedures,
guidelines and systems, credit appraisal, monitoring and recovery systems;
• New business activities may have lower growth or profit potential than we anticipate, and we
cannot assure Shareholders that new business activities will become profitable at the level that we
forecast, or at all;
• We may fail to identify and offer attractive new products and services in a timely manner;
• Our competitors may have substantially greater experience and resources on the new business
activities that we wish to commence and we may not be able to compete with our competitors;
• We may need to hire or retrain personnel to conduct and supervise new business activities;
• We may need to enhance our information technology capabilities to support a broader range of
business activities; and
• Adverse economic conditions in Indonesia or elsewhere, such as rising interest rates or inflation
rates, could hinder our growth.
Our inability to implement our financial products and services expansion, business diversification, and
growth strategies could have a material adverse impact on our results of operations and financial
condition.
Failure to expand our operations into other industries or to successfully integrate acquired
operations could adversely affect our business, results of operations, financial condition, cash
flows and prospects.
Our growth strategy includes expanding our operations into other industries, and we expect to continue
this expansion. For instance, pursuant to the Share Subscription Agreement and the Share Purchase
Agreement, we will be subscribing for the majority of the paid-up share capital in Wuwungan in
connection with our entry into the insurance industry in Indonesia. This growth strategy involves risks.
For example, the Share Subscription Agreement and/or the Share Purchase Agreement may not be
completed for various reasons including non-satisfaction of the conditions precedent contained in the
Share Subscription Agreement and/or the Share Purchase Agreement. Please refer to the section
entitled “General Information on Our Group — Our Proposed Investment in the Insurance Industry” of
this Offer Document for the details on the conditions precedent contained in the Share Subscription
Agreement and the Share Purchase Agreement.
Even if the Share Subscription Agreement and the Share Purchase Agreement are completed on
satisfactory terms, the success of our acquisition of this new business depends in part on our ability
to manage, integrate and operate the acquired business. The process of managing, integrating and
operating the acquired business may involve unforeseen difficulties and may require a disproportionate
amount of our management’s attention and our financial and other resources. We can give no
assurance that we will ultimately be able to effectively integrate and manage the operations of any
36
acquired business. Nor can we assure you that we will be able to maintain or improve the historical
financial performance of our acquisitions or our Group. In addition, whilst we have undertaken due
diligence in connection with the subscription and acquisition of shares in the paid-up share capital of
Wuwungan, there is no guarantee that there will be no unforeseen losses or damage arising from the
acquired business. Although the Share Subscription Agreement includes an indemnity by the existing
shareholders of Wuwungan in our favour in connection with the following:
(i) any liabilities or claims not accounted for in the financial statements of Wuwungan as at the
settlement date (“Settlement Date”) of the Share Subscription Agreement occurring before and
up to and including the Settlement Date;
(ii) any claims arising from any breach of any representation or warranty under the Share
Subscription Agreement or where the existing shareholders of Wuwungan fail to fulfil their
obligations under the Share Subscription Agreement; or
(iii) any claims (regardless of whether they occur before or after the Settlement Date) which are
directly or indirectly a result of, or in relation to the operation of Wuwungan from the date of the
Share Subscription Agreement up to and including the Settlement Date.
There is no certainty that the existing shareholders of Wuwungan will not attempt to dispute or
qualify the scope of the indemnity provided.
Accordingly, the failure to expand our operations into other industries or to successfully integrate
acquired operations could adversely affect our business, results of operations, financial condition, cash
flows and prospects.
The financial services industry is highly competitive.
We operate in a highly competitive industry and face competition from both our existing competitors and
new entrants to the market. Some of our competitors may have, in comparison to us, lower costs of
operation and greater resources to invest in financial product development and customer platforms
(including internet trading platforms). We may also face increased competition from new competitors
who seek to penetrate markets where we have established a presence. Some of our competitors may
have longer operating histories, larger customer bases, better financial products and stronger technical
and professional teams and/or stronger financial resources. For more information about our
competitors, please refer to the section entitled “General Information on Our Group — Competition” of
this Offer Document.
Increased competition may result in reduced profit margins, loss of market share and/or increased
difficulty in market penetration, any of which could materially and adversely affect our operations and
financial results. There is no assurance that we will be able to remain competitive, and we may not
compete effectively with existing or new competitors in the future and this may adversely affect our
The failure to obtain, maintain or renew licences, permits or approvals may affect our ability to
conduct our businesses.
Presently, we hold various licenses, permits and approvals from the relevant authorities in order to
conduct our businesses in Indonesia. In respect of our consumer financing business, asset
management business and brokerage, margin financing and corporate finance advisory business, our
subsidiaries, BPF, BPAM and BPS, hold a licence as a multi finance company from the Minister of
Finance of Indonesia, an investment manager business licence issued by Bapepam and an
underwriting licence issued by Bapepam (which also covers securities brokerage activities)
respectively. The withdrawal of, suspension of or failure to review these licenses, permits or approvals,
or the imposition of any penalties, as a result of infringement of any regulatory requirements may have
37
an adverse impact on our businesses and results of operations. There is no assurance that we will be
able to continue to satisfy the requirements for, or otherwise obtain and/or renew, such licences,
permits or approvals. The failure to obtain, maintain or renew our governmental licenses, permits and
approvals may impede or hinder our operations and may adversely affect our results of operations and
financial condition. Please refer to the section entitled “Government Regulations” as set out in Appendix
C of this Offer Document for further details on the licences, permits or approvals that are required for
our operations.
We are also subject to inspections, examinations and inquiries in respect of our compliance with such
requirements imposed by the relevant authorities. These inspections, examinations and inquiries have
from time to time revealed weaknesses in certain areas of our operations, such as risk management
and internal controls. Please refer to the section entitled “General Information on Our Group —
Compliance and Risk Management” of this Offer Document for more details on such inspections,
examinations and inquiries.
We have established an internal compliance procedure to monitor the compliance with the licence
requirements in relation to the operations of our Group. We have endeavoured to maintain, closely
monitor and regularly review and update the internal compliance procedure. However, any deficiency
and insufficiency in the internal compliance procedure may adversely affect the operations of our
Group. The financial industry that we operate in is highly regulated by the Indonesian authorities and
there is no assurance that the internal compliance procedure put in place by our Group is at all times
adequate and effective to deal with all the possible compliance risks and management risks in view of
the changing financial and regulatory environment. Any failure of the internal compliance procedure to
address the potential risks will directly affect the operations of our Group and the ability of our Group
to fulfil such licensing and regulatory requirements. Additionally, there is no assurance that the
regulatory authorities will automatically renew the licences required for our operations.
Our risk management measures and procedures may not be effective in mitigating all of our risk
exposure, and we may be exposed to unidentified or unanticipated risks which may materially
and adversely affect our results of operations and financial condition.
Our risk management measures and procedures may not be effective in mitigating our risk exposure
in all market environments or against all types of risk, including credit, liquidity, market, interest rate,
foreign exchange and operational risks. Given the differing nature of our businesses, comprising our
consumer financing business, asset management business and brokerage, margin financing and
corporate finance advisory business, each of our business units, namely BPF, BPAM and BPS, have
their own set of policies and risk management personnel to manage risks. There is no assurance that
our established risk management measures and procedures are effective in mitigating all of our risk
exposure.
Additionally, we assess our risks based upon historical trends or past events. As a result, these
methods may not be able to accurately estimate future risk exposures, which could be significantly
greater than that indicated by measures based on historical data. In addition, operational risks arising
from human error or external events beyond our control may not be predictable. These factors may
cause us to be exposed to unidentified or unanticipated risks. Our risk management personnel may be
required to compile and verify a large number of transactions and events. As a result, such data
compiled may not be accurate, complete, up to date or properly evaluated.
While our Group maintains insurance policies to provide insurance coverage on certain aspects of our
business operations, we do not have insurance coverage to provide for all potential losses suffered by
our business operations. Even if a loss suffered is covered by insurance, there can be no guarantee
that our insurers will pay the full amount of a particular claim.
38
Any failure of our risk management measures and procedures or any failure to identify any applicable
risks may have a material adverse effect on our results of operations and financial condition. Please
refer to section entitled “General Information on Our Group — Compliance and Risk Management” of
this Offer Document for more details on our risk management measures.
The appropriate procedures and policies set up by us to minimise conflicts of interest and
prevention of money laundering may not entirely prevent infringements by our employees.
As a financial house with a diversified range of businesses, we inevitably face conflicts of interest where
two or more interests exist legitimately but which are competitive in nature. The Group recognises the
importance of managing such conflicts of interest so as to protect the interests of our customers and
our employees. Hence, appropriate procedures and policies have been put in place to prevent and
control possible areas of conflicts by controlling the flow of non-public material information in order to
preserve the integrity of our operations. In addition, while we have set up procedures and policies for
the prevention of conflicts of interests and prevention of money laundering, there is no assurance that
the implementation of such procedures and policies will prevent infringements by our employees
entirely. In the event of any such infringement, we may be subject to civil and regulatory actions by third
parties and governmental agencies and this may adversely affect our reputation.
We may be affected by any impact, direct or indirect, that the uncertainties in the general global
economy may have on Indonesia.
We may be affected by any impact, direct or indirect, that the uncertainties in the general global
economy may have on Indonesia. Such uncertainties may include adverse changes in domestic and
international securities markets, economic conditions, interest rates, foreign exchange rates and
inflation rates which may in turn cause a market downturn in Indonesia which will:
• reduce the management fees from our asset management business by decreasing assets under
management, increasing fund redemptions and reducing fund investments by customers;
• cause us to incur marked-to-market losses in our investment portfolios;
• reduce the amount of brokerage fees we earn if there are fewer transactions that are successfully
completed;
• affect the ability of our consumer financing and margin financing customers to repay us, and affect
the quality of our receivables portfolio and also the underlying collateral;
• affect our ability to secure new consumer financing and margin financing loans; and
• cause trade and capital flows into Indonesia to contract as a result of protectionist or prudency
measures being introduced, which would cause a slowdown of the economy in Indonesia.
Such uncertainties in the general global economy may have material adverse effects on the results of
our operations and financial condition.
We are exposed to foreign exchange fluctuation risks
As at 31 December 2010, the percentages of our cash and cash equivalents denominated in IDR, US$
and S$ were approximately 74.4%, 24.5% and 1.1% respectively. In addition, we have borrowings
denominated in S$ and US$ to finance our operations in Indonesia. As at 31 December 2010,
approximately 57.6%, 41.3% and 1.1% of our Group’s total borrowings were denominated in IDR, US$
and S$ respectively. Our Group intends to use a portion of proceeds from the Invitation to repay the
US$ denominated borrowings in aggregate of approximately S$16.0 million. Please refer to the section
entitled “Use of Proceeds and Listing Expenses” of this Offer Document for details of our use of
proceeds from the Invitation.
39
As such, any appreciation in the aforesaid currencies against the IDR may also result in us incurring
foreign exchange losses due to settlement or revaluation of our US$ and S$ denominated borrowings.
Our net foreign exchange gains/(losses) for the Period Under Review are as follows:
(IDR billion) FY2008 FY2009 FY2010
Net foreign exchange gains/(losses) recognised in profit

or loss 1.8 (3.6) (0.9)
We do not have a formal hedging policy for the above foreign exchange risk, although we may, subject
to the approval of our Board, enter into relevant hedging transactions when necessary to hedge our
exposure to foreign currency fluctuations. We will also put in place, where necessary, procedures to
hedge our exposure to foreign currency fluctuations. Such procedures will be reviewed and approved
by our Board. By virtue of our businesses, we are not heavily exposed to any foreign exchange
fluctuations as currently almost all of our income and expenses are denominated in IDR.
We may not be able to respond to rapid technological and infrastructural changes.
The industries in which we operate are characterised by rapid technological and infrastructural
changes. In addition, changes in customer requirements, frequent product and service developments
and the emergence of new industry standards and practices could render our existing technology and
systems obsolete. Our future success will depend, in part, on our ability to respond to technological
advances and emerging industry standards and practices on a cost-effective and timely manner. The
development and implementation of such technology entails significant technical and business risks.
We cannot assure Shareholders that we will successfully implement new technologies effectively, or
adapt our systems to customer requirements or emerging industry standards. Failure to adapt to
technological advancements and changing standards could affect our ability to retain our customers
and attract new customers. Any failure to keep up with such changes could have a material adverse
effect on our businesses, results of operations and financial condition.
We are reliant on our computer network system and damages to our computer hardware system
and data storage may adversely affect our businesses, result of operations and financial
condition.
There is no assurance that our Group has sufficient ability to protect our computer hardware and data
storage from all possible damages including but not limited to acts of nature, telecommunications
breakdown, electricity failure or similar unexpected events. Our insurance policies do not insure us from
all the above associated risks. A physical breakdown and damage of all these computer hardware and
data will cause business interruption to our Group, particularly if such data is not backed-up promptly,
and this will directly and adversely affect our operating performance.
Similar to all other computer network systems, our computer network system is vulnerable to the attack
of computer viruses, worms, Trojan horses, hackers or other similar computer network disruptive
problems. Any failure in safeguarding our computer network system from these disruptive problems will
cause the breakdown of our computer network system and the leakage of confidential information of
our Group and our customers. Although we have installed computer anti-virus software and network
routers to protect the network system and have been relying on third party authentication technology
to facilitate the transmission of confidential information, there is no assurance that our computer
network system is absolutely secure. Any failure in the protection of the computer network system from
external threats may cause disruption to the operations of our Group and may damage our reputation
for any breach of confidentiality to our customers and in turn may indirectly adversely affect our
business operation and performance. During the Period Under Review, we did not experience any
breakdown in the computer network system or experience any breach of confidentiality.
40
Our businesses rely heavily on data collection, processing, storage and retrieval systems, the
failure of which could materially and adversely affect our financial condition and results of
operations.
All of our principal businesses are highly dependent on the ability to timely and accurately collect and
process a large amount of financial data and other information across numerous and diverse markets
and products. The proper functioning of our financial control, risk management, accounting or other
data collection and processing systems is critical to our businesses and our ability to compete
effectively. Although we backup our data daily which can be used in the event of catastrophe or failure
of the primary systems, a partial or complete failure of any of these primary systems or communication
networks could materially and adversely affect our decision-making process, our risk management and
our internal controls as well as our timely response to changing market conditions. If we cannot
maintain an effective data collection and management system, our business operations, financial
condition and results of operations could be materially and adversely affected.
The investment process for our asset management business may not reveal all facts that may
be relevant in connection with an investment.
Our investment process involves five (5) stages that we go through prior to making investment
decisions. In this process, we rely on the resources available to us, including information provided by
the target of an investment. Our investment process may not reveal or highlight all relevant facts that
may be necessary or helpful in evaluating such an investment opportunity. Moreover, such process will
not necessarily result in the investment being successful. If the investments we make on behalf of the
funds we manage do not perform as expected, the performance of such funds may be adversely
affected, which may in turn adversely affect our financial condition and results of operations.
The funds we manage or set up invest or may invest in relatively illiquid assets, and they may
fail to realise any profits from these activities for a considerable period of time or lose some or
all of the principal amount of these investments.
The funds we manage or may set up in the future invest or may invest in assets that are relatively
illiquid, such as bonds that are traded over the counter. The ability of such funds to dispose of
investments is heavily dependent on the market conditions prevailing from time to time. Furthermore,
such dispositions typically take time and therefore will be subject to risks of downward movement in
market prices during the disposition period. If the funds we manage are unable to liquidate their assets
at the opportune time, they may fail to realise any profits for a considerable period of time or lose some
or all of the principal amount of those investments, which could in turn adversely affect our results of
operations and our reputation and make it more difficult for us to sell and distribute our funds.
There may be an adverse impact on our Group’s businesses as a result of a loss of business
reputation or negative publicity.
We are vulnerable to poor market perception since we operate in an industry where our integrity and
the trust and confidence of customers are of utmost importance. Negative publicity (whether or not
justified) associated with us or any of our funds, services, officers or employees or the occurrence of
any of the risks set out in this section could result in a loss of customers and/or mandates. Our business
operations are highly dependent on our officers and employees, and in particular, our fund managers.
Furthermore, the funds which we manage are, in some cases, controlled and/or staffed by directors and
administered by service providers, all, or a majority of whom, are independent of our Group. The
actions, misconduct, omissions, failures or breaches of any of our officers or employees, the funds
and/or their service providers may, by association, create negative publicity in relation to our Group.
Accordingly, any mismanagement, fraud or failure to discharge legal, contractual, regulatory or
fiduciary duties, responsibilities, liabilities or obligations, or the negative perception resulting from such
activities or any allegation of such activities, could have a material adverse effect on our businesses,
growth prospects, results of operations and financial condition.
41
Failure to retain the services of key personnel or to hire and retain suitably experienced
executives may affect our results of operations and financial condition.
Our success to date is attributable to the contribution and experience of our key management
personnel who are familiar with our businesses and understand our customers’ needs and
requirements. The continued success of our businesses is therefore dependent, to a large extent, on
our ability to retain and motivate the services of our key management and operational personnel. We
have no key personnel insurance. The loss of the services of our key management personnel without
suitable and timely replacement may affect our results of operations and financial condition.
Moreover, we may experience difficulties in finding adequately skilled employees and in integrating
them into our corporate culture, and competition for such skilled employees may be intense. If we are
unable to successfully integrate new personnel and business operations, our results of operations and
financial condition may be adversely affected.
We are subject to third-party litigation risks which could result in significant liabilities and
reputational harm, and could materially and adversely affect our results of operations, financial
condition and liquidity.
In general, we are exposed to the risk of litigation if our Group is alleged to constitute fraud, negligence,
wilful default, breach of applicable laws or regulations or breach of the trust deed or other constitutive
documents or breach of any agreements. Our customers may sue us to recover any losses incurred by
them. We are exposed to the risk of litigation or investigation by authorities. In such actions, we may
be obligated to bear legal, settlement and other costs, which may be in excess of our available
insurance coverage. If we are required to bear all or a portion of the costs arising out of litigation or
investigations as a result of inadequate insurance proceeds or failure to obtain indemnification from the
funds we manage, our results of operations, financial condition and liquidity could be materially and
adversely affected.
Employee misconduct could harm our Group by impairing our ability to attract and retain
customers and subject us to significant legal liability and reputational harm.
We are subject to a number of obligations and standards arising from our businesses. The violation of
these obligations and standards by any of our employees would adversely affect our customers and us.
We are often required to deal with significant confidential matters relating to the business of our
customers. If our employees improperly use or disclose confidential information, we could suffer
serious harm to our reputation, financial position and current and future business relationships. They
may also hide unauthorised or illegal activities that may result in unknown and unmanaged risks or
losses, or engage in misrepresentation or fraudulent, deceptive or otherwise improper activities when
marketing or selling financial products and services to our customers. They may also falsify or conceal
information during credit application or the loan classification process. It is not always possible to detect
or deter employee misconduct, and the precautions we take to detect and prevent this activity may not
be effective in all cases. We may have to further improve our reporting procedures and staff awareness
for such fraud or misconduct. If any of our employees were to engage in misconduct or were to be
accused of such misconduct, our businesses and reputation could be adversely affected.
We are also subject to operational risk, and may be subject to loss resulting from inadequate or failed
internal processes and systems, human errors or external events. Management of operational risk
requires, amongst other things, policies and procedures to record properly and verify a large number
of transactions and events. Such policies and procedures instituted by the Group may not be fully
effective. Any failure of our risk management procedures or any failure to identify any applicable risks
may have a material adverse effect on our results of operations and financial condition.
42
We face risks relating to health epidemics and outbreaks of contagious diseases.
There have been reports of outbreaks of a highly pathogenic avian influenza, or avian flu, caused by
the H5N1 virus in certain regions of Asia and Europe. An outbreak of avian flu in the human population
may result in a widespread health crisis that could adversely affect the economies and financial markets
of many countries, particularly in Asia. Any measures, including regional quarantines or restrictions on
movement of people or goods taken by the governments of countries affected, particularly in Indonesia,
could have a material adverse effect on our results of operations and financial condition. In addition,
any present or future outbreak of avian influenza or other contagious diseases could cause increased
volatility or a general decrease in stock prices on the SGX-ST, including the market price of our Shares.
RISKS RELATING TO OUR OPERATIONS IN INDONESIA
We are susceptible to risks relating to an investment in a group with operations primarily based
in Indonesia.
Our subsidiaries and operations are all located in Indonesia. We are therefore subject to the relevant
laws in Indonesia. The Companies Act may provide Shareholders with certain rights and protection for
which there may be no corresponding or similar provisions under Indonesian laws.
Some of our Directors and all of our Executive Officers are non-residents of Singapore, and our assets
and the assets of these persons are primarily located outside Singapore. As a result, it will be difficult
for investors to effect service of process in Singapore, or to enforce a judgement obtained in Singapore
against such persons or our subsidiaries in Indonesia.
Changes in the social, political, legal and economic conditions in Indonesia may adversely
affect the economy, which in turn could have a material adverse effect on our businesses,
prospects, financial condition and results of operation.
All our assets and operating income are derived from our business operations located in Indonesia.
Accordingly, any significant slowdown in the Indonesian economy or decline in demand for our products
from customers in Indonesia will have an adverse effect on our businesses, financial conditions and
results of our operations. Furthermore, any unfavourable changes in the social and political conditions
of Indonesia may also adversely affect our businesses and operations.
Further, in response to a rise in demand for and assertion of autonomy in local governments in
Indonesia, the Indonesian government has recently devolved some autonomy to local governments,
allowing the imposition by such local governments of taxes and other charges on businesses within
their jurisdiction and often requiring local participation and investment in such businesses. Increased
regional autonomy may increase regulation of our businesses, require organisational restructuring to
be undertaken and increase taxes and other costs of doing business, all of which could have a material
and adverse effect upon our respective businesses, prospects, financial conditions, cash flows and
results of operations.
Any changes in the social, political and economic policy of the Indonesian government may lead to
changes in the laws and regulations or the interpretation of the same, as well as changes in foreign
exchange regulations and taxation which may in turn adversely affect our financial performance.
Social, political and economic policy and developments in Indonesia have been unpredictable in the
past and may cause confidence in the Indonesian economy to change from time to time. Any
resurgence of political instability could adversely affect the Indonesian economy, which could adversely
affect our Group’s respective businesses. Social and civil disturbances could occur in the future and on
a wider scale, directly or indirectly, have a material adverse impact on our Group’s business, financial
condition, results of operations and prospects, and on our Shares. We cannot predict whether changes
in Indonesia’s social, political and economic conditions, laws, regulations and policies will have any
adverse effect on our current or future business, results of operations or financial condition.
43
We are subject to Indonesian withholding tax.
Any dividends declared and paid by BPI to our Company is subject to a withholding tax of 10% pursuant
to a current tax treaty between Indonesia and Singapore. In the event that the withholding tax rate is
increased or if the current tax treaty between Indonesia and Singapore is revised, our Company may
be subject to higher withholding taxes and this may adversely affect the amount of dividends payable
or paid to our Shareholders. Please refer to the section entitled “Taxation” in Appendix F of this Offer
Document for more information on Indonesian taxation.
Fluctuations in the value of the Indonesian Rupiah may have a material and adverse effect on
your investment.
The Issue Price of our Shares is quoted in Singapore Dollars. The value of the Indonesian Rupiah
against the Singapore Dollar may fluctuate and is affected by, amongst other things, changes in
Indonesia’s political and economic conditions. The Indonesian government’s exchange rate policies
and any future changes in the value of the Indonesian Rupiah could adversely affect the financial
condition and the results of our operations and our Shares. The Central Bank of Indonesia has in the
past intervened in the foreign exchange market to stabilise the Indonesian Rupiah. There can be no
assurance that the Indonesian Rupiah will not be subject to depreciation and future volatility, or that the
Indonesian government will, or will be able to, act when necessary to stabilise, maintain or increase the
value of the Indonesian Rupiah, or that any such action, if taken, will be successful. Any significant
revaluation of the Indonesian Rupiah may materially and adversely affect our cash flow, operating
income, earnings and financial position, and the value of, and any dividends payable on, the Shares in
terms of Singapore Dollars.
Natural disasters and other events outside our control could disrupt the Indonesian economy,
our operations and those of our customers, and lead to social unrest and economic loss.
Natural disasters may impact our businesses and also affect our customers’ ability to fulfill their
contractual obligations to us. Although we have not suffered significant losses due to natural disasters,
any future natural disasters could severely disrupt the business operations of our customers as well as
our business operations, which could in turn have a negative effect on our financial condition and
results of operations.
In addition, there can be no assurance that future geological occurrences will not significantly impact
the Indonesian economy. A significant earthquake or other geological disturbance in any of Indonesia’s
more populated cities and financial centres could severely disrupt the Indonesian economy and
undermine investor confidence, thereby materially and adversely affecting our businesses, prospects,
financial condition and results of operations. Such occurrences may also adversely impact our
businesses, prospects, financial condition and results of operations, should they occur in the regions
in which we carry out our business operations.
Terrorist attacks and activities in Indonesia may lead to substantial and continuing economic
and social volatility, which may materially and adversely affect our respective businesses.
In Indonesia, there have been various bombing incidents directed toward the government and foreign
governments, and public and commercial buildings frequented by foreigners, including the Jakarta
Stock Exchange Building and Jakarta’s Soekarno-Hatta International Airport.
There can be no assurance that further terrorist acts will not occur in the future. Violent acts arising from
and leading to instability and unrest have in the past had, and could continue to have, a material
adverse effect on investment and confidence in, and the performance of, the Indonesian economy, and
in turn our businesses. Any terrorist activities, including any terrorist attack targeted at our respective
infrastructure, properties and equipment, could cause interruption to our operations and materially and
adversely affect our respective businesses, prospects, financial conditions and results of operations.
44
Consumer financing of pre-owned passenger cars and commercial vehicles is significantly
affected by economic trends and regulatory policies that affect the Indonesian automobile
industry.
We engage in consumer financing of pre-owned passenger cars and commercial vehicles and face the
risk of a change in demand of the Indonesian automobile industry. The expansion of the automobile
industry, in general, relies upon the growth of the domestic economy as a whole, i.e. during an
economic boom, automobile sales volume will increase, while during economic recession, automobile
sales volume will decrease, and may in turn affect our consumer financing business.
Rising prices of oil and regulatory changes also affect the demand for automobiles and in turn affect our
consumer financing business. For instance, Indonesia has moved towards reducing subsidies on fuel
for private car owners in recent years. Such changes in economic trends or regulatory policies may
have a material adverse impact on our operations and as a result may have a material adverse effect
on our results of operations and financial condition.
Changes, interpretation, application or enforcement of Indonesia laws and regulations may be

unclear and the content of applicable laws and regulations may not be immediately available to
the public.
At times, the changes, interpretation, application or enforcement of Indonesia laws and regulations
(including tax legislation, tax treaties and the practice of tax authorities) may not be clear. Further,
although regulations nationally published apply across all regions in Indonesia, there could be
region-specific regulations which are not nationally published. Under such circumstances, consultation
with the relevant regional authority in Indonesia may be necessary to obtain better understanding or
clarification of applicable laws and regulations within such regions.
In particular, changes in tax legislation, tax treaties and in the practice of tax authorities can affect
investment behaviour which can have the effect of making specific kinds of investment products either
more or less attractive to existing or potential customers. We cannot predict the impact of future
changes to tax legislation, tax treaties and the practice of tax authorities on our businesses or on the
attractiveness of our investment products. Amendments to existing tax legislation (in particular if there
is a withdrawal of any available tax relief or an increase in tax rates) and tax treaties or the introduction
of new rules and new tax treaties or changes in the practice of tax authorities may affect the investment
decisions of either existing or potential customers. Additionally, changes from time to time in the
interpretation of existing tax laws, amendments to existing tax rates, the introduction of new tax
legislation and tax treaties, a change in the interpretation of tax legislation, any change in the practice
of enforcement of such legislation or any particular change in the tax treatment of our Group or the
funds could have a material adverse effect on our Group’s business, growth prospects, results of
operations and financial condition.
RISKS RELATING TO OWNERSHIP IN OUR SHARES
There has been no prior market for our Shares and the Invitation may not result in an active or
liquid market and there is a possibility that our Share price may be volatile.
Prior to the Invitation, there has been no public market for our Shares. Although we have made an
application to the SGX-ST to list our Shares on the Catalist, there is no assurance that an active trading
market for our Shares will develop or if it develops, be sustained. There is also no assurance that the
market price for our Shares will not decline below the Issue Price. The market price of our Shares could
be subject to significant fluctuations due to various external factors and events including the liquidity of
our Shares in the market, differences between our actual financial or operating results and those
expected by investors and analysts, the general market conditions and broad market fluctuations.
45
Investment in shares quoted on Catalist involves a higher degree of risk and can be less liquid
than shares quoted on the Main Board of the SGX-ST.
An application has been made for our Shares to be listed for quotation on the Catalist, a listing platform
designed primarily for fast-growing and emerging or smaller companies to which a higher investment
risk tends to be attached as compared to larger or more established companies listed on the Main
Board of the SGX-ST. An investment in shares quoted on the Catalist may carry a higher risk than an
investment in shares quoted on the Main Board of the SGX-ST. The Catalist was newly formed in
December 2007 and the future success and liquidity in the market of our Shares cannot be guaranteed.
Our Share price may be volatile in future which could result in substantial losses for investors
purchasing Shares pursuant to the Invitation.
The trading price of our Shares may fluctuate significantly and rapidly after the Invitation as a result of,
amongst others, the following factors, some of which are beyond our control:
• variations of our operating results;
• changes in securities analysts’ estimates of our financial performance;
• additions or departures of our key management personnel;
• material changes or uncertainty in the political, economic and regulatory environment in the
markets that we operate;
• fluctuations in stock markets prices and volume;
• announcements by us of significant acquisitions, strategic alliances or joint ventures;
• successes or failures of our efforts in implementing business and growth strategies;
• involvement in litigations; and
• general economic and stock market conditions.
Control by our Controlling Shareholder may limit your ability to influence the outcome of
decisions requiring the approval of Shareholders.
Upon the completion of the Invitation, we anticipate that our Controlling Shareholder, Star Malacca Pte.
Ltd., will own approximately 51.29% of our Company’s post-Invitation share capital. As a result, this
Shareholder would be able to exercise significant influence over all matters requiring Shareholders’
approval including our corporate actions such as mergers or takeover attempts in a manner that could
conflict with the interests of our public Shareholders. It will also have veto power with respect to any
Shareholder action or approval requiring a majority vote except where it is required by any law, rule or
regulation to abstain from voting. Such concentration of ownership may also have the effect of delaying,
preventing or deterring a change in control of our Group which may benefit our Shareholders.
Any future sales of our Shares or equity-linked securities by us or our Substantial Shareholders
could adversely affect our Share price.
Any future sale or placement of Shares or equity-linked securities could exert a downward pressure on
our Share price. The sale or placement of a significant amount of our Shares in the public market after
the Invitation, or the perception that such sales or placement may occur, could materially and adversely
affect the market price of our Shares. These factors also affect our ability to sell or place additional
equity securities. Except as otherwise described in the section entitled “Shareholders — Moratorium”
46
of this Offer Document, there will be no other restriction on the ability of our Shareholders to sell their
Shares either on the SGX-ST or otherwise.
Further, if we were to raise funds in the future by way of a rights issue, if any Shareholder is unable or
unwilling to participate in such fund raising, such Shareholder will suffer dilution in his shareholding.
In addition, our Share price may be under downward pressure if certain Shareholders sell their Shares
upon the expiry of their moratorium periods.
Investors in our Shares will face immediate and substantial dilution in our NAV per Share and
may experience future dilution.
Our Issue Price of S$0.22 per Share is substantially higher than our NAV per Share of S$0.15 as at 31
December 2010 based on the post-Invitation issued share capital adjusted for the net proceeds from
the issue of New Shares. If we were liquidated for NAV immediately following the Invitation, each
Shareholder subscribing to the Invitation would receive less than the price they paid for their Shares.
Details of the immediate dilution of our Shares incurred by new investors are described under the
section entitled “Dilution” of this Offer Document.
The actual performance of our Company may differ materially from the forward-looking
statements in this Offer Document.
This Offer Document contains forward-looking statements, which are based on a number of
assumptions which are subject to significant uncertainties and contingencies, many of which are
outside our control. Furthermore, our operating income and financial performance are dependent on a
number of external factors, including demand for our services which may decrease for various reasons,
such as increased competition within the industry or changes in applicable laws and regulations. We
cannot assure you that these assumptions will be realised and our actual performance will be as
projected.
Negative publicity which includes those relating to our Group or any of our Directors, Executive
Officers or Substantial Shareholders may adversely affect our Share price.
Negative publicity or announcement relating to our Group or any of our Directors, Executive Officers or
Substantial Shareholders may adversely affect the market perception or the stock performance of our
Company, whether or not it is justifiable. Examples of these include unsuccessful attempts in joint
ventures, acquisitions or takeovers, or involvement in insolvency proceedings.
We may not be able to pay dividends in the future.
Our ability to declare dividends to our Shareholders will depend on our future financial performance and
distributable reserves of our Company, which, in turn, depends on us successfully implementing our
strategies and on financial, competitive, regulatory, technical, general economic conditions, demand for
and selling prices of our products and services and other factors specific to our industry or specific
projects, many of which are beyond our control. As such, there is no assurance that our Company will
be able to pay dividends to our Shareholders after the completion of the Invitation. In the event that our
Company enters into any loan agreements in the future, covenants therein may also limit when and how
much dividends it can declare and pay.
47
INVITATION STATISTICS
Issue Price S$0.22
NTA(1)
NTA per Share based on the audited consolidated financial position of our Group
as at 31 December 2010 adjusted for the Share Split and the Restructuring
Exercise:
(a) before adjusting for the estimated net proceeds from the Invitation and 12.63 cents
based on our Company’s pre-Invitation share capital of 262,013,004
Shares
(b) after adjusting for the estimated net proceeds from the Invitation and based 14.37 cents
on our Company’s post-Invitation share capital of 347,013,004 Shares
Premium of Issue Price over the NTA per Share as at 31 December 2010:
(a) before adjusting for the estimated net proceeds from the Invitation and 74.2%
based on our Company’s pre-Invitation share capital of 262,013,004
Shares
(b) after adjusting for the estimated net proceeds from the Invitation and based 53.1%
on our Company’s post-Invitation share capital of 347,013,004 Shares
Earnings(2)
Historical EPS based on the audited consolidated financial results of our Group 2.31 cents
for FY2010 and our Company’s pre-Invitation share capital of 262,013,004
Shares
Historical EPS based on the audited consolidated financial results of our Group 2.29 cents
for FY2010 and our Company’s pre-Invitation share capital of 262,013,004
Shares, assuming that the Service Agreement had been in effect since 1 January
2010(3)
Price earnings ratio
Historical PER based on the Issue Price and the historical EPS for FY2010 9.51 times
Historical PER based on the Issue Price and the historical EPS for FY2010, 9.60 times
assuming the Service Agreement had been in effect since 1 January 2010(3)
Net operating cash flow(4)
Historical net operating cash flow per Share for FY2010 based on our 3.33 cents
Company’s pre-Invitation share capital of 262,013,004 Shares
Historical net operating cash flow per Share for FY2010 based on our 3.30 cents
Company’s pre-Invitation share capital of 262,013,004 Shares, assuming the
Service Agreement had been in effect since 1 January 2010
48
Price to net operating cash flow ratio
Issue Price to historical net operating cash flow per Share for FY2010 6.61 times
Issue Price to historical net operating cash flow per Share for FY2010, assuming 6.66 times
that the Service Agreement had been in effect since 1 January 2010
Market capitalisation
Our market capitalisation based on the Issue Price and our Company’s post- S$76.3 million
Invitation share capital of 347,013,004 Shares
Notes:
(1) Based on exchange rate of IDR 7,004 to S$1.00, being the closing exchange rate as at 31 December 2010.
(2) Based on exchange rate of IDR 6,682 to S$1.00, being the average exchange rate for FY2010.
(3) Had the Service Agreement been in effect for FY2010, our profit before income tax, profit after income tax attributable to
equity holders of our Company and EPS for FY2010 would have been approximately S$9.4 million, S$6.0 million and 2.3
cents respectively. The adjustments made in relation to the Service Agreement exclude the bonus payments.
(4) Net operating cash flow is defined as net profit after tax with depreciation expense for plant and equipment added back.
In September 2010, pursuant to a share sale and purchase agreement between BPS and BPI, BPS
sold approximately 550.0 million shares (or 54.99% of the paid-up share capital of BPF) it held in the
paid-up share capital of BPF to BPI. As a result of the sale and purchase of shares in the paid-up share
capital of BPF, BPI was obliged to conduct a tender offer for the remaining shares in the paid-up share
capital of BPF, whereby BPI acquired approximately 386.7 million shares in the paid-up share capital
of BPF from the members of the public. This public tender cash offer was completed in December 2010.
Through the tender offer, BPI’s shareholding in BPF increased from 54.99% to 93.66%. In February
2011, BPI’s shareholding in BPF further increased to 95.00%. In April 2011, the Company declared
dividends of IDR 12.0 billion to the existing Shareholders. In June 2011, BPI and BPF entered into the
Share Subscription Agreement to subscribe for 61.32% and 25.00% of the enlarged paid-up share
capital of Wuwungan respectively. In addition, BPI entered into the Share Purchase Agreement to
acquire 3.19% of the enlarged paid-up share capital of Wuwungan. Please note that the Share
Subscription Agreement and the Share Purchase Agreement are subject to conditions precedent and
have not been completed as at the date of this Offer Document.
For illustration purposes, assuming (i) BPI owned 95.00% shareholding of BPF since 1 January 2010,
(ii) The Company declared dividends of IDR 12.0 billion on 31 December 2010 and (iii) The Group
owned an effective interest of 88.26% of the enlarged paid-up share capital of Wuwungan since 1
January 2010, the proforma NTA per Share would have been 12.00 cents and 13.88 cents based on
the Company’s pre-Invitation share capital of 262,013,004 Shares and post-Invitation share capital of
347,013,004 Shares respectively. The proforma PER would have been 7.37 times based on the
Company’s pre-Invitation share capital of 262,013,004 Shares and 7.42 times based on the Company’s
pre-Invitation share capital of 262,013,004 Shares assuming the Service Agreement had been in effect
since 1 January 2010. Please refer to the Proforma Report as set out in Appendix B of this Offer
Document for the proforma profit attributable to shareholders and NTA of FY2010.
49
USE OF PROCEEDS AND LISTING EXPENSES
The estimated net proceeds to be raised by our Company from the Invitation (after deducting the
estimated expenses incurred in connection with the Invitation) is approximately S$16.7 million. Each
principal intended use of proceeds from the Invitation and major expenses are set out below:
Estimated amount
Amount in allocated for each dollar of
aggregate the gross proceeds raised
Use of proceeds from the Invitation (S$’million) from the Invitation (cents)
Repayment of bank borrowings(1) (2)

16.0 85.6
General working capital(3) 0.7 3.7
Net proceeds 16.7 89.3
Expenses
Professional fees 1.2 6.4
Underwriting, placement commission and brokerage(4) 0.5 2.7
Miscellaneous expenses (including listing fees) 0.3 1.6
Gross proceeds 18.7 100.0
Notes:
(1) S$12.0 million is intended for the repayment of the drawn-down portion of the bank loan granted by JPMorgan Chase Bank
N.A, Jakarta to BPI that was used to finance the public tender cash offer for shares in BPF, our subsidiary listed on the IDX.
The maturity date of the loan is 29 July 2011. In September 2010, pursuant to a share sale and purchase agreement
between BPS and BPI, BPS sold approximately 550.0 million shares (or 54.99% of the shares in the paid-up capital of BPF)
it held in the paid-up share capital of BPF to BPI. As a result of the sale and purchase of shares in the paid-up share capital
of BPF, BPI was obliged to conduct a tender offer for shares in the paid-up share capital of BPF, whereby BPI acquired
approximately 386.7 million shares in the paid-up share capital of BPF from the members of the public. This public tender
cash offer was completed in December 2010. Through the tender offer, BPI’s shareholding in BPF increased from 54.99%
to 93.66%. Please refer to the sections entitled “Restructuring Exercise” and “General Information on Our Group — Our
History” of this Offer Document for more details.
(2) S$4.0 million is intended for the repayment of the drawn-down portion of the bank loans that were used to finance the
consideration for the subscription and acquisition of the shares in Wuwungan. The maturity dates for the bank loans are 12
July 2012 and 31 May 2012. In the event that the Share Subscription Agreement and the Share Purchase Agreement are
not completed, the S$4.0 million will be used for a separate use of proceeds, being other strategic alliances and mergers
and acquisitions.
(3) This includes funding requirement for the opening of new branches for our businesses.
(4) A commission of 2.5% of the Issue Price is payable for each New Share.
Further details of our use of proceeds may be found in the section entitled “General Information on Our
Group — Business Strategies and Future Plans” of this Offer Document.
There is no minimum amount which, in the reasonable opinion of our Directors, must be raised by the
Invitation. In the event that the Invitation does not occur, repayment of the bank borrowings will be
financed by internal resources.
50
Pending the deployment of the net proceeds from the Invitation, the funds will be placed in short-term
deposits with banks and financial institutions or invested in money market instruments or used for our
working capital requirements as our Directors may deem fit in their absolute discretion. As and when
the funds are deployed, our Company will make the necessary announcements to our Shareholders
through SGXNET to be posted on the internet at the SGX-ST website http://www.sgx.com.
The discussion above represents our Company’s reasonable estimate of its allocation of the net
proceeds of the Invitation based upon its current plans for our Group and reasonable estimates
regarding its anticipated expenditures. Actual expenditures may vary from these estimates and our
Company may find it necessary or advisable to reallocate the net proceeds within the categories
described above or to use portions of the net proceeds for other purposes. In the event that our
Company decides to reallocate the net proceeds of the Invitation for other purposes, our Company will
publicly announce its intention to do so through an announcement to our Shareholders through
SGXNET to be posted on the internet at the SGX-ST website http://www.sgx.com.
Expenses incurred in connection with the Invitation
The underwriting and placement commission of approximately S$0.5 million from the Invitation will be
set off against our share capital and the estimated listing expenses of approximately S$1.5 million from
the Invitation will be expensed off in our financial statements. This will affect our financial results in
FY2011.
51
DIVIDEND POLICY
Our Company has not distributed any dividends since its incorporation on 29 May 2007, except for
interim dividends of IDR 12.0 billion declared in April 2011 and paid in July 2011. Dividend per share
was approximately IDR 824.4 per share based on our share capital of 14,556,278 shares as at the
Latest Practicable Date.
Save as disclosed below, none of our subsidiaries and associated companies (as defined in the Listing
Manual) has declared or paid any final or interim dividends in the last three (3) financial years ended
31 December 2010 and for the period from 1 January 2011 to the Latest Practicable Date.
BPI declared and paid dividends to its then shareholders as set out in the table below:
1 January 2011
up to Latest
FY2008 FY2009 FY2010 Practicable Date
Dividend (IDR billion) — 4.1 — 14.0

(1)
Dividend per share (IDR) — 4,597.7 — 14,616.7
BPF declared and paid dividends to its then shareholders as set out in the table below:
1 January 2011
up to Latest
Dividend (IDR billion) — — 1.0 10.0

Dividend per share (IDR)(2) — — 1.0 10.0
BPAM declared and paid dividends to its then shareholders as set out in the table below:
1 January 2011
up to Latest
Dividend (IDR billion) — 2.5 — 5.0

Dividend per share (IDR)(3) — 625,000.0 — 56,250.6
BPS declared and paid dividends to its then shareholders as set out in the table below:
1 January 2011
up to Latest
Dividend (IDR billion) — — 89.0 —

(4)
Dividend per share (IDR) — — 148,333.3 —
Notes:
(1) Dividend per share is calculated based on BPI’s share capital of 891,749 shares and 957,809 shares as at 31 December
2009 and as at the Latest Practicable Date respectively.
(2) Dividend per share is calculated based on BPF’s share capital of 1,000,000,000 shares as at 31 December 2010 and as
at the Latest Practicable Date.
(3) Dividend per share is calculated based on BPAM’s share capital of 40,000 shares and 88,888 shares as at 31 December
2009 and as at the Latest Practicable Date respectively.
(4) Dividend per share is calculated based on BPS’ share capital of 600,000 shares as at 31 December 2010.
52
We currently do not have a fixed dividend policy. The form, frequency and amount of declaration and
payment of future dividends on our Shares that our Directors may recommend or declare in respect of
any particular financial year or period will be subject to the factors outlined below as well as other
factors deemed relevant by our Directors:
(a) the level of our cash and retained earnings;
(b) our actual and projected financial performance;
(c) our projected levels of capital expenditure and expansion plans;
(d) our working capital requirements and general financing condition; and
(e) restrictions on payment of dividends imposed on us by our financing arrangements (if any).
Subject to the above, our Directors intend to recommend and distribute cash dividends of not less than
10% of our net profits attributable to our Shareholders for FY2011 (the “Proposed Dividend”). The
Proposed Dividend will be tied to company profits in the relevant fiscal year, with due regard to the
soundness of the Company and the requirement for the funds needed for investment in the context of
business development, without prejudice to the right of the General Meeting of Shareholders of the
Company to decide otherwise in accordance with the provisions of the Articles of Association of the
Company. However, investors should note that all the foregoing statements, including the statement on
the Proposed Dividend, are merely statements of our present intention and shall not constitute legally
binding statements in respect of our future dividends which may be subject to modification (including
reduction or non-declaration thereof) in our Directors’ sole and absolute discretion. Investors should not
treat the Proposed Dividend as an indication of our Group’s future dividend policy. No reference should
or can be made from any of the foregoing statements as to our actual future profitability or ability to pay
dividends.
The amount of dividends declared and paid by us in the past should not be taken as an indication of
the dividends payable in the future. Investors should not make any inference from the foregoing
statements as to our actual future profitability or our ability to pay any future dividends.
For information relating to taxes payable on dividends, please refer to the section entitled “Taxation” in
Appendix F of this Offer Document.
53
SHARE CAPITAL
Our Company (Company registration number 200709443M) was incorporated in Singapore on 29 May
2007 under the Companies Act as a private limited company under the name of Malacca Capital Pte.
Ltd. On 1 February 2011, our Company was renamed as Malacca Trust Pte. Ltd. On 12 July 2011, our
Company was converted into a public company and our name was changed to Malacca Trust Limited.
As at the date of incorporation, our issued and paid-up share capital was S$10,000 comprising 10,000
Shares.
Pursuant to the completion of the Restructuring Exercise, the issued and paid-up share capital of our
Company was increased to S$15,435,599 comprising 14,556,278 Shares.
Pursuant to the members resolution in writing dated 8 July 2011, Shareholders approved, inter alia, the
following:
(a) the Share Split;
(b) the conversion of our Company into a public limited company and the change of our name to
Malacca Trust Limited;
(c) the listing and quotation of all the issued Shares (including the New Shares to be allotted and
issued as part of the Invitation) on the Catalist to be approved;
(d) the adoption of a new set of Articles of Association;
(e) the allotment and issue of 85,000,000 New Shares to the CDP for the account of the applicants
whose applications are successfully balloted and allocated in accordance with the bases set out
in the terms and conditions of this Offer Document, and the New Shares, when allotted, issued
and fully-paid, will rank pari passu in all respects with the existing issued and fully paid-up Shares;
(f) the Service Agreement for our Executive Director and CEO, Rudy Johansen; and
(g) the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to (i) allot and
issue Shares in our Company; and (ii) issue convertible securities and any Shares in our
Company pursuant to the convertible securities, whether by way of rights issues, bonus issues or
otherwise, at any time and upon such terms and conditions, whether for cash or otherwise and for
such purposes and to such persons as our Directors shall in their absolute discretion deem fit,
provided that the aggregate number of Shares to be issued pursuant to such authority shall not
exceed 100% of the issued share capital of our Company immediately after the Invitation
excluding treasury shares and that the aggregate number of Shares to be issued other than on
a pro-rata basis to the then existing Shareholders of our Company shall not exceed 50% of the
issued share capital of our Company immediately after the Invitation excluding treasury shares.
Unless revoked or varied by our Company in general meeting, such authority shall continue in full
force until the conclusion of the next annual general meeting of our Company or the date by which
the next annual general meeting is required by law or by our Articles to be held, whichever is
earlier, except that our Directors shall be authorised to allot and issue new Shares pursuant to the
convertible securities notwithstanding that such authority has ceased.
54
For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of the Listing Manual,
“issued share capital of our Company immediately after the Invitation excluding treasury shares”
shall mean the enlarged issued and paid-up share capital of our Company after the Invitation
excluding treasury shares after adjusting for (i) new Shares arising from the conversion or
exercise of any convertible securities; (ii) new Shares arising from exercising share options or
vesting of share awards outstanding or subsisting at the time such authority is given, provided that
the options or awards were granted in compliance with the Listing Manual; and (iii) any
subsequent consolidation or sub-division of shares.
As at the Latest Practicable Date, there was only one (1) class of shares in the capital of our Company,
being the Shares. A summary of the Articles of Association of our Company relating to, among others,
the voting rights of our Shareholders is set out in the section entitled “Summary of Selected Articles of
Association of our Company” in Appendix E of this Offer Document. There are no founder,
management, deferred or unissued Shares reserved for issuance for any purpose.
No person has been, or is permitted to be, given an option to subscribe for or purchase any securities
of our Company or any of our subsidiaries. As at the Latest Practicable Date, no option to subscribe for
Shares in our Company had been granted to, or was exercised by, any of our Directors.
As at the date of this Offer Document, the issued and paid-up share capital of our Company was
S$15,435,599 comprising 262,013,004 Shares. Upon the allotment and issue of the New Shares which
are the subject of the Invitation, the resultant issued and paid-up share capital of our Company will be
increased to S$34,135,599 divided into 347,013,004 Shares.
Details of changes in our issued and paid-up capital since our incorporation and our issued and paid-up
share capital immediately after the Invitation are as follows:
Number of Issued and

Shares Paid-up Capital
(S$)
Issued and fully paid Shares as at our incorporation(1) 10,000 10,000

Issue of new Shares pursuant to the Restructuring Exercise 14,546,278 15,425,599
Issued and fully paid Shares immediately after the Restructuring

Exercise 14,556,278 15,435,599
Share Split 262,013,004 15,435,599

New Shares issued pursuant to the Invitation 85,000,000 18,700,000
Post-Invitation issued and paid-up share capital 347,013,004 34,135,599
Note:
(1) Save as disclosed in this section, the sections entitled “Dilution”, “Restructuring Exercise” and “General and Statutory
Information” of this Offer Document, there are no changes in the issued and paid-up share capital of our Company within
the last three (3) years preceding the Latest Practicable Date.
55
The Shareholders’ equity of our Company as at the date of incorporation and as at 31 December 2010,
after adjustments to reflect the Restructuring Exercise, the Share Split and assuming the allotment and
issue of the New Shares pursuant to the Invitation is set out below. This should be read in conjunction
with the financial statements:
After adjustments
to reflect the Assuming the
As at Restructuring allotment and
the date of Exercise and the issue of the
incorporation Share Split New Shares
Issued and fully paid-up shares (number of

shares) 10,000 262,013,004 347,013,004
Issued and paid-up shares capital (S$) 10,000 15,435,599 33,635,599(1)
Other reserves (S$) — (1,612,098)(2) (1,612,098)
Accumulated profit/(loss) (S$) — 19,597,271 18,109,263(3)
Non-controlling interests (S$) — 2,583,956 2,583,956
Total Shareholders’ equity (S$) 10,000 36,004,728 52,716,720(4)
Notes:
(1) Includes estimated listing expenses of approximately S$0.5 million from the Invitation which will be capitalised against share
capital.
(2) Includes foreign exchange translation difference of S$1,065,956.
(3) Includes estimated listing expenses of approximately S$1.5 million from the Invitation which will be expensed off.
(4) The total Shareholders’ equity as at 31 December 2010 after the allotment and issue of New Shares based on the proforma
total Shareholders’ equity in the Proforma Report as set out in Appendix B of this Offer Document would have been
S$51,825,919.
56
SHAREHOLDERS
SHAREHOLDING AND OWNERSHIP STRUCTURE
The Shareholders of our Company and their respective shareholdings immediately before and after the
Invitation are set out below:
Before the Invitation After the Invitation

Direct Interest Deemed Interest Direct Interest Deemed Interest
Number Number Number Number
of Shares % of Shares % of Shares % of Shares %
Directors
Rudy Johansen(1) (4) — — 20,623,536 7.87 — — 20,623,536 5.94
(2)
Irena Istary Iskandar — — 21,335,616 8.14 — — 21,335,616 6.15
Hasnah Nur Thayib — — — — — — — —
Ang Peng Koon, Patrick — — — — — — — —
Ho Lon Gee — — — — — — — —
Substantial Shareholders
Star Malacca Pte. Ltd.(3) 177,972,480 67.93 — — 177,972,480 51.29 — —
(3)
TNS Services Limited — — 177,972,480 67.93 — — 177,972,480 51.29
Kartini Jusup and her
children(3) — — 177,972,480 67.93 — — 177,972,480 51.29
Great Everlasting Pte.
Ltd.(2) 21,335,616 8.14 — — 21,335,616 6.15 — —
(2)
Richmont Investment Ltd — — 21,335,616 8.14 — — 21,335,616 6.15
Ultima Value Investments
Pte. Ltd.(1) (4) 20,623,536 7.87 — — 20,623,536 5.94 — —
(4)
Cindy Tan Yen Pheng — — 20,623,536 7.87 — — 20,623,536 5.94
UltraRich International
Holdings Ltd(5) 17,110,494 6.53 — — 17,110,494 4.93 — —
(5)
Lianawati Lesmana — — 17,110,494 6.53 — — 17,110,494 4.93
Grow Freedom
Incorporated(6) 17,110,494 6.53 — — 17,110,494 4.93 — —
Tinawaty Tantrasari
Sutanto(6) — — 17,110,494 6.53 — — 17,110,494 4.93
Others
Vientje Harijanto 7,860,384 3.00 — — 7,860,384 2.27 — —
Public — — — — 85,000,000 24.49 — —
Total 262,013,004 100.00 347,013,004 100.00
Notes:
(1) Our Executive Director and CEO, Rudy Johansen, is deemed interested in the shares held directly by Ultima Value
Investments Pte. Ltd. (Company Registration No.: 200507320Z), an investment holding company incorporated under the
laws of Singapore as a limited exempt private company on 28 May 2005. Ultima Value Investments Pte. Ltd. is wholly owned
by Rudy Johansen’s spouse, Cindy Tan Yen Pheng.
(2) Great Everlasting Pte. Ltd. (Company Registration No.: 200709271Z) is an investment holding company incorporated under
the laws of Singapore as a private company limited by shares on 25 May 2007. Great Everlasting Pte. Ltd. is wholly owned
by Richmont Investment Ltd (Company Registration No.: T07UF1952J), a company incorporated under the laws of the
British Virgin Islands on 28 February 2007. All the shares in the capital of Richmont Investment Ltd are held by First Pacific
(Asia) Pte Ltd (as nominee) on behalf of Irena Istary Iskandar pursuant to a declaration of trust dated 3 May 2007.
57
(3) Star Malacca Pte. Ltd. (Company Registration No.: 200708541H) is a company incorporated under the laws of Singapore
as a private company limited by shares on 16 May 2007. Under a discretionary trust arrangement, Star Malacca Pte. Ltd.
is an investment holding company wholly owned by TNS Services Limited, the administrator of the discretionary trust, an
international business company incorporated under the laws of the British Virgin Islands on 17 July 2000. SG Trust (Asia)
Ltd, a public company limited by shares and incorporated under the laws of Singapore on 16 December 2000, is the trustee
of this discretionary trust. TNS Services Limited is owned by SG Trust (Asia) Ltd, a professional trust services provider. The
beneficiaries of the discretionary trust are Kartini Jusup and her children.
(4) Ultima Value Investments Pte. Ltd. (Company Registration No.: 200507320Z) is a company incorporated under the laws of
Singapore as a limited exempt private company on 28 May 2005. Ultima Value Investments Pte. Ltd. is an investment
holding company wholly owned by Cindy Tan Yen Pheng. Accordingly, Cindy Tan Yen Pheng is deemed interested in the
Shares held by Ultima Value Investments Pte. Ltd. in the Company. Cindy Tan Yen Pheng is the spouse of our CEO, Rudy
Johansen.
(5) UltraRich International Holdings Ltd (Company Registration No.: 1390652) is a company incorporated under the laws of the
British Virgin Islands as an investment holding company limited by shares on 8 March 2007. All the shares in the capital of
UltraRich International Holdings Ltd are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Lianawati Lesmana
pursuant to a declaration of trust dated 25 November 2009. Accordingly, Lianawati Lesmana is deemed interested in the
Shares held by UltraRich International Holdings Ltd in the Company. Lianawati Lesmana is the mother of Ferry
Tedjasasmita, who is currently the commissioner of BPS and one of the co-founders of BPI and BPS.
(6) Grow Freedom Incorporated (Company Registration No.: 1393234) is a company incorporated under the laws of the British
Virgin Islands as an investment holding company limited by shares on 20 March 2007. All the shares in the capital of Grow
Freedom Incorporated are held by First Pacific (Asia) Pte Ltd (as nominee) on behalf of Tinawaty Tantrasari Sutanto
pursuant to a declaration of trust dated 25 November 2009. Accordingly, Tinawaty Tantrasari Sutanto is deemed interested
in the Shares held by Grow Freedom Incorporated in the Company. Tinawaty Tantrasari Sutanto is the mother of Martono
Sutanto, who is currently the president commissioner of BPS and one of the co-founders of BPI and BPS.
Save as disclosed above, there are no other relationships between the Directors and Substantial
Shareholders. Save as disclosed above, to the best of the knowledge of our Directors, our Company
is not directly or indirectly owned or controlled, whether severally or jointly, by any other corporation,
any government or other natural or legal person.
The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from
the New Shares which are the subject of the Invitation. Our Directors are not aware of any arrangement
the operation of which may, at a subsequent date, result in a change in control of our Company.
There has not been any public take-over offer by a third party in respect of our Shares or by our
Company in respect of the shares of another corporation which has occurred since the incorporation
of our Company.
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed above and under the sections entitled “Dilution”, “Restructuring Exercise” and
“General and Statutory Information” of this Offer Document, there were no significant changes in the
percentages of ownership of our Directors and Substantial Shareholder in our Company from its
incorporation until the Latest Practicable Date.
MORATORIUM
Our Executive Director and Substantial Shareholders
To demonstrate their commitment to our Group, our Substantial Shareholders comprising UltraRich
International Holdings Ltd, Grow Freedom Incorporated, Star Malacca Pte. Ltd., Great Everlasting Pte.
Ltd. and Ultima Value Investments Pte. Ltd. have each undertaken not to transfer, sell, realise or
otherwise dispose of any part of their respective interests in the share capital of our Company for a
period of six (6) months from the date of our Company’s admission to the Catalist and for a period of
six months thereafter, not to reduce their interests in our Company to below 50.00% of each of their
original shareholdings in our Company (collectively the “Moratorium Period”).
58
In addition, the ultimate beneficial owners of the Shares being Lianawati Lesmana, Tinawaty Tantrasari
Sutanto, Kartini Jusup, Irena Istary Iskandar and Cindy Tan Yen Pheng have each undertaken not to
transfer, sell, realise or otherwise dispose of any part of their respective interests in the share capital
of the relevant companies which own the shares of our immediate Shareholders, being UltraRich
International Holdings Ltd, Grow Freedom Incorporated, Star Malacca Pte. Ltd., Great Everlasting Pte.
Ltd. and Ultima Value Investments Pte. Ltd. respectively for the Moratorium Period. Kartini Jusup has
further undertaken that she will ensure that each of her children will comply with the same for the
Moratorium Period.
Others
Vientje Harijanto who holds 7,860,384 Shares (representing approximately 2.27% of our Company’s
post-Invitation share capital), has undertaken not to transfer, sell, realise or otherwise dispose of any
part of her interest in the share capital of our Company for the Moratorium Period.
59
DILUTION
Dilution is the amount by which the Issue Price paid by the subscribers of our Shares in this Invitation
exceeds our consolidated NAV per Share after the Invitation. Our audited consolidated NAV per Share
as at 31 December 2010, before adjusting for the estimated net proceeds from the Invitation and based
on our Company’s pre-Invitation share capital of 262,013,004 Shares was 12.8 cents per Share.
Taking into account the issue of 85,000,000 New Shares at the Issue Price in connection with the
Invitation and after deducting the estimated issue expenses, our audited consolidated NAV per Share
as at 31 December 2010 after adjusting for the estimated net proceeds from the Invitation and based
on our Company’s post-Invitation share capital of 347,013,004 Shares, would have been 14.5 cents.
This represents an immediate increase in the consolidated NAV per Share of 1.7 cents to our existing
Shareholders and an immediate dilution in the consolidated NAV per Share of 7.5 cents or
approximately 34.1% to our new Shareholders.
The following table illustrates such dilution on a per Share basis as at 31 December 2010:
Cents
Issue Price per Share 22.0
Audited consolidated NAV per Share as at 31 December 2010 based on our Company’s 12.8
pre-Invitation share capital and before adjusting for the Invitation
Increase in consolidated NAV per Share attributable to the Invitation 1.7
(1)(2)
Consolidated NAV per Share after the Invitation 14.5
(3)
Dilution in consolidated NAV per Share to new Shareholders 7.5
Dilution in consolidated NAV per Share to new Shareholders as a percentage of Issue

Price(4) 34.1%
Notes:
(1) The computed consolidated NAV does not take into account our actual financial performance from 1 January 2011 up to the
Latest Practicable Date. Depending on our actual results, our consolidated NAV per Share after the Invitation may be higher
or lower than the computed consolidated NAV.
(2) The consolidated NAV per Share based on the proforma consolidated NAV after the Invitation of approximately
S$48.5 million (“Proforma Consolidated NAV”) is 14.0 cents.
(3) The dilution in Proforma Consolidated NAV per Share to new Shareholders is 8.0 cents.
(4) The dilution in Proforma Consolidated NAV per Share to new Shareholders as a percentage of Issue Price is 36.4%.
The following table summarises the total number of Shares acquired by our existing Shareholders and
the new Shareholders, the average price paid per Share by our existing Shareholders and the price per
Share to be paid by our new Shareholders pursuant to the Invitation:
Total Average price

Number consideration per Share
Existing Shareholders of Shares (S$) (cents)
Star Malacca Pte. Ltd. 177,972,480 9,887,360 5.56

Great Everlasting Pte. Ltd. 21,335,616 1,185,312 5.56
Ultima Value Investments Pte. Ltd. 20,623,536 1,279,103 6.20
Ultrarich International Holdings Ltd 17,110,494 1,226,297 7.17
Grow Freedom Incorporated 17,110,494 1,226,297 7.17
Vientje Harijanto 7,860,384 957,625 12.18
New Shareholders 85,000,000 18,700,000 22.00
Save as disclosed above, and in the sections entitled “Share Capital”, “Shareholders”, and “General
and Statutory Information” of this Offer Document, none of our Directors or Substantial Shareholders
of our Company or their respective Associates have acquired any Shares during the period of three (3)
years prior to the date of this Offer Document.
60
RESTRUCTURING EXERCISE
Our Group was formed through the Restructuring Exercise and the rationale for the Restructuring
Exercise was to streamline the corporate structure of our Group. Our Restructuring Exercise included
the following:
(a) Incorporation of our Company
On 29 May 2007, our Company was incorporated in Singapore as the listing vehicle and holding
company of our Group. As at the Latest Practicable Date, our Company had an issued and
paid-up share capital of S$15,435,599 comprising 14,556,278 Shares.
Please refer to the section entitled “Shareholders” of this Offer Document for more information on
our Shareholders and the relevant trust arrangements.
(b) Acquisition of BPI
Through a series of changes in shareholding of BPI since November 2002, our Company acquired
and as at the Latest Practicable Date, held 957,709 shares comprising approximately 99.99% of
the paid-up share capital of BPI. Indonesian laws require Indonesian companies to have a
minimum of two (2) shareholders. As such, the remaining 100 shares or approximately 0.01% of
the paid-up share capital of BPI were acquired by Harjanto, an employee of the Group by way of
a transfer of one (1) share from Rudy Johansen on 5 October 2009 and an issue of 99 shares to
Harjanto at the price of IDR 100,000 per share on 8 December 2009. BPI was then the holding
company of two (2) of our subsidiaries, BPS and BPAM, and BPS was the holding company of our
subsidiary, BPF.
(c) Acquisition of BPF
As part of the restructuring of BPI and its subsidiaries, a share sale and purchase agreement
dated 20 September 2010 was entered into between BPS and BPI. Pursuant to this agreement,
BPI acquired approximately 54.99% of the paid-up share capital of BPF from BPS. As a result of
the acquisition, BPI held 54.99% of the paid-up share capital of BPF and was obliged under
Bapepam Rule No.1X.H.1 to conduct a tender offer for all the remaining shares in the paid-up
share capital of BPF. Following the completion of the tender offer in December 2010, BPI owned
approximately 93.66% of the paid-up share capital of BPF. As at the Latest Practicable Date, BPI
owned 95.00% of the paid-up share capital of BPF.
61
GROUP STRUCTURE
Our Group structure after the Restructuring Exercise and as at the Latest Practicable Date is as follows:
Malacca Trust Pte. Ltd.
99.99%
PT Batavia Prosperindo Internasional(1)
95.00% 89.99% 99.99%
PT Batavia PT Batavia
PT Batavia
Prosperindo Finance Prosperindo Aset
Prosperindo Sekuritas
Tbk(2) Manajemen(3)
25.00%
64.51%
PT Asuransi
Wuwungan(4)
Notes:
(1) BPI liquidated its subsidiary, PT Batavia Prosperindo Advisindo, in 2010. PT Batavia Prosperindo Advisindo was a dormant
company.
(2) The Company is not mandated and does not expect to make a compulsory acquisition of the remaining 5.00% of the shares
in the paid-up capital of BPF held by members of the public.
(3) BPAM liquidated its subsidiary, PT Batavia Prosperindo Prima, in 2009. PT Batavia Prosperindo Prima was a joint venture
company between BPAM and a third party, in which PT Batavia Prosperindo Prima operated a service outlet for BPAM’s
products.
(4) Pursuant to the Share Subscription Agreement, BPI and BPF subscribed for approximately 61.32% and 25.00% of the
enlarged paid-up share capital of Wuwungan respectively. Further, pursuant to the Share Purchase Agreement, BPI
purchased approximately 3.19% of the enlarged paid-up share capital of Wuwungan (the “Sale Shares”) from Rudy
Alexander Wuwungan. As a result, BPI and BPF hold approximately 64.51% and 25.00% of the enlarged paid-up share
capital of Wuwungan respectively. In the event any of the conditions precedent of the Share Subscription Agreement and/or
the Share Purchase Agreement are not satisfied, the Share Subscription Agreement and/or the Share Purchase Agreement
will not be completed.
62
The details of each subsidiary of our Company as at the date of this Offer Document are as follows:
Issued and
paid-up
share capital/ Effective
Principal registered equity
Date/Country of place of capital interest held
Subsidiary incorporation business Principal activities (IDR billion) by our Group
PT Batavia 10 November 1999/ Indonesia Conduct business in 95.8 99.99%(1)

Prosperindo Indonesia business and
Internasional management
consultancy
services
PT Batavia 22 December 1994/ Indonesia Consumer financing 100.0 95.00%(2)
Prosperindo Indonesia of pre-owned
Finance Tbk. passenger cars and
commercial vehicles
PT Batavia 12 February 1996/ Indonesia Asset management 44.4 89.99%(3)
Prosperindo Aset Indonesia services
Manajemen
PT Batavia 4 January 2000/ Indonesia Brokerage, margin 60.0 99.99%(4)
Prosperindo Indonesia financing and
Sekuritas corporate finance
advisory services
PT Asuransi 30 January 1953/ Indonesia General insurance 70.0 88.26%(5)
Wuwungan Indonesia
Save for BPF which was listed on 1 June 2009 on the IDX, none of our subsidiaries are listed on any
stock exchange.
Notes:
(1) 0.01% of the paid-up share capital of BPI is legally and beneficially held by Harjanto, an employee of our Group, in
accordance with Indonesian laws which require Indonesian companies to have a minimum of two (2) shareholders.
(2) BPF is a company listed on the IDX on 1 June 2009. Pursuant to the public tender cash offer by BPI for shares in the paid-up
capital of BPF which was completed in December 2010 as described in the sections entitled “Restructuring Exercise” and
“General Information on Our Group — Our History” of this Offer Document, 93.66% of the paid-up share capital of BPF is
legally and beneficially owned by BPI and the remaining paid-up share capital of BPF of 6.34% is held by members of the
public. As at the Latest Practicable Date, 95.00% of the paid-up share capital of BPF is legally and beneficially owned by
BPI and the remaining paid-up share capital of BPF of 5.00% is held by members of the public.
(3) 10.01% of the paid-up share capital of BPAM is legally and beneficially held by Lilis Setiadi, our Executive Officer and the
president director of BPAM, in accordance with Indonesian laws which require Indonesian companies to have a minimum
of two (2) shareholders.
(4) 0.01% of the paid-up share capital of BPS is legally and beneficially held by Buntardjo Hartadi Sutanto, the former
commissioner of BPS (from November 2006 to March 2011) and president director of BPF, in accordance with Indonesian
laws which require Indonesian companies to have a minimum of two (2) shareholders.
(5) An aggregate of 10.49% of the remaining enlarged paid-up share capital in Wuwungan is owned by the existing
shareholders of Wuwungan which are unrelated third parties, namely Rudy Alexander Wuwungan, PT. Ilthabi Rekatama,
Paulette Wulan Clara Pusponegoro Wuwungan, Dr Olbers Elhadus Christian Wuwungan and Ir. Iis Syarifuddin respectively.
63
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial information should be read in conjunction with the full text
of this Offer Document, including the Independent Auditors’ Report and the Proforma Report as set out
in Appendices A and B of this Offer Document respectively and the section entitled “Management’s
Discussion and Analysis of Results of Operations and Financial Position” of this Offer Document.
The Proforma Report was prepared for illustrative purposes to show the financial results and position
of the Group had the following events occurred on 1 January 2010 or 31 December 2010:
(1) BPI increased its shareholding in BPF from 54.99% to 93.66% through the tender offer in
December 2010 and subsequently increased its shareholding in BPF to 95.00% in February 2011.
Please refer to the section entitled “Restructuring Exercise” of this Offer Document for more
details;
(2) Interim dividend of IDR 12.0 billion declared in April 2011 and paid in July 2011 to the existing
Shareholders of the Company. Please refer to the section entitled “Dividend Policy” of this Offer
Document for more details; and
(3) In June 2011, BPI and BPF entered into the Share Subscription Agreement to subscribe for
61.32% and 25.00% of the enlarged paid-up share capital of Wuwungan respectively. In addition,
BPI entered into the Share Purchase Agreement to acquire 3.19% of the shares enlarged paid-up
share capital of Wuwungan. Assuming that the subscription and acquisition of the enlarged
paid-up share capital in Wuwungan are completed, the Group will have an effective interest of
88.26% of the shares enlarged paid-up share capital of Wuwungan. Please refer to the section
entitled “General Information on Our Group — Our Proposed Investment in the Insurance
Industry” of this Offer Document for more details.
64
SELECTED CONSOLIDATED RESULTS OF OPERATIONS OF OUR GROUP
Audited Unaudited
Proforma
(IDR’000) FY2008 FY2009 FY2010 FY2010
Interest income 65,889,895 70,147,706 87,328,436 87,488,910

Interest expense (30,243,493) (25,798,325) (21,465,374) (21,540,631)
Net interest income 35,646,402 44,349,381 65,863,062 65,948,279

Fee and commission income 62,393,121 78,857,361 104,601,294 106,161,773(1)
Gain on trading of bonds 9,170,986 10,997,549 18,096,548 18,624,791
Total operating income 107,210,509 134,204,291 188,560,904 190,734,843

Operating expenses (76,898,379) (96,240,809) (134,345,938) (139,942,822)
Other income 5,596,871 12,439,173 11,534,669 17,040,512
Other expenses (1,225,159) (3,645,385) (2,219,279) (2,219,279)
Results from operating activities 34,683,842 46,757,270 63,530,356 65,613,254

Share of results of an associate, net of tax (121,701) (156,886) — —
Profit before income tax 34,562,141 46,600,384 63,530,356 65,613,254

Income tax expense (10,180,893) (9,031,770) (11,244,414) (11,349,378)
Profit for the financial year 24,381,248 37,568,614 52,285,942 54,263,876
Profit for the financial year attributable to:

Owners of the parent 20,684,876 29,985,213 40,497,752 52,284,887
Non-controlling interests 3,696,372 7,583,401 11,788,190 1,978,989
24,381,248 37,568,614 52,285,942 54,263,876
EPS(2) (IDR) 78.9 114.4 154.6 199.6

Adjusted EPS(3) (IDR) 59.6 86.4 116.7 150.7
Notes:
(1) The net underwriting income from Wuwungan of approximately IDR 1.6 billion is grouped under fee and commission income.
(2) For comparative purposes, EPS for the Period Under Review have been computed based on the net profit attributable to
the owners of the parent and the pre-Invitation share capital of 262,013,004 Shares.
(3) For comparative purposes, adjusted EPS for the Period Under Review have been computed based on the net profit
attributable to the owners of the parent and the post-Invitation share capital of 347,013,004 Shares.
65
SELECTED CONSOLIDATED FINANCIAL POSITION OF OUR GROUP
Audited Unaudited
Proforma
(IDR’000) FY2008 FY2009 FY2010 FY2010
ASSETS
Cash and cash equivalents 43,535,124 121,886,639 176,084,408 205,751,788
Financial assets at fair value
through profit or loss 129,149,383 113,219,149 74,574,090 75,549,149
Trade and other receivables 233,716,798 356,837,239 436,581,342 444,085,841
Prepayments 5,162,377 5,977,403 5,972,548 5,972,548
Plant and equipment 16,180,805 16,092,180 14,629,137 15,360,093
Investment property — — — 1,345,980
Investment in an associate 314,786 — — —
Available-for-sale financial assets 24,203,454 52,445,795 690,690 1,078,790
Goodwill 2,223,618 2,223,618 2,223,618 2,223,618
Restricted time deposits 1,456,454 1,488,472 1,760,839 3,460,839
Deferred tax assets 3,769,053 3,185,447 3,209,355 3,483,728
Other assets 3,636,115 4,446,292 9,910,580 9,992,213
Total assets 463,347,967 677,802,234 725,636,607 768,304,587
LIABILITIES
Trade and other payables 132,394,916 307,138,563 236,189,298 237,766,295
Estimated own retention claims — — — 453,998
Unearned premium services — — — 655,595
Bank borrowings 169,335,753 99,460,526 223,231,919 268,386,253
Finance lease payables — — 293,236 293,236
Current income tax payable 3,187,408 2,019,280 2,441,722 3,001,307
Provision for employee benefits 8,628,784 11,601,454 11,297,556 11,804,340
Total liabilities 313,546,861 420,219,823 473,453,731 522,361,024
Net assets 149,801,106 257,582,411 252,182,876 245,943,563
EQUITY
Share capital 76,415,699 94,041,280 100,647,280 100,647,280
Other reserves (22,638,986) 9,978,236 (3,825,265) (4,560,855)
Accumulated profits 66,907,264 96,892,477 137,262,421 126,320,267
Equity attributable to owners of the parent 120,683,977 200,911,993 234,084,436 222,406,692

Total equity 149,801,106 257,582,411 252,182,876 245,943,563
NAV per Share (IDR)(1) 460.6 766.8 893.4 848.8
Note:
(1) For comparative purposes, the NAV per Share is computed based on the NAV of our Group divided by our pre-Invitation
share capital of 262,013,004 Shares.
66
For illustrative purposes, the selected financial information of our Group have been translated into S$
using the average rates for each respective financial year for the figures in the Selected Consolidated
Results of Operations of Our Group and the closing rates for each respective financial year for the
figures in the Selected Consolidated Financial Position of Our Group as set out in the section entitled
“Exchange Rates” of this Offer Document.
SELECTED CONSOLIDATED RESULTS OF OPERATIONS OF OUR GROUP
Audited Unaudited
Proforma
(S$) FY2008 FY2009 FY2010 FY2010
Interest income 9,507,661 9,819,094 13,069,128 13,093,144

Interest expense (4,364,021) (3,611,183) (3,212,398) (3,223,661)
Net interest income 5,143,640 6,207,911 9,856,730 9,869,483

Fee and commission income 9,003,090 11,038,249 15,654,096 15,887,629(1)
Gain on trading of bonds 1,323,338 1,539,408 2,708,237 2,787,291
Total operating income 15,470,068 18,785,568 28,219,063 28,544,403

Operating expenses (11,096,143) (13,471,539) (20,105,527) (20,943,128)
Other income 807,607 1,741,203 1,726,220 2,550,196
Other expenses (176,786) (510,272) (332,126) (332,126)
Results from operating activities 5,004,746 6,544,960 9,507,630 9,819,345

Share of results of an associate, net of tax (17,561) (21,960) — —
Profit before income tax 4,987,185 6,523,000 9,507,630 9,819,345

Income tax expense (1,469,064) (1,264,244) (1,682,782) (1,698,490)
Profit for the financial year 3,518,121 5,258,756 7,824,848 8,120,855
Profit for the financial year attributable to:

Non-controlling interests 533,372 1,061,504 1,764,160 296,166
3,518,121 5,258,756 7,824,848 8,120,855
EPS(2) (cents) 1.1 1.6 2.3 3.0

(3)
Adjusted EPS (cents) 0.9 1.2 1.7 2.3
Notes:
(1) The net underwriting income from Wuwungan of approximately S$0.2 million is grouped under fee and commission income.
(2) For comparative purposes, EPS for the Period Under Review have been computed based on the net profit attributable to
owners of the parent and the pre-Invitation share capital of 262,013,004 Shares.
(3) For comparative purposes, adjusted EPS for the Period Under Review have been computed based on the net profit
attributable to owners of the parent and the post-Invitation share capital of 347,013,004 Shares.
67
SELECTED CONSOLIDATED FINANCIAL POSITION OF OUR GROUP
Audited Unaudited
Proforma
(S$) FY2008 FY2009 FY2010 FY2010
ASSETS
Cash and cash equivalents 5,510,650 18,209,239 25,139,975 29,375,655
through profit or loss 16,347,651 16,914,361 10,647,114 10,786,325
Trade and other receivables 29,583,731 53,309,655 62,331,720 63,403,155
Prepayments 653,451 892,993 852,714 852,714
Plant and equipment 2,048,156 2,404,089 2,088,635 2,192,996
Investment property — — — 192,169
Investment in an associate 39,845 — — —
Available-for-sale financial assets 3,063,659 7,835,133 98,612 154,021
Goodwill 281,464 332,199 317,471 317,471
Restricted time deposits 184,357 222,370 251,399 494,112
Deferred tax assets 477,084 475,889 458,207 497,380
Other assets 460,257 664,253 1,414,956 1,426,611
Total assets 58,650,305 101,260,181 103,600,803 109,692,609
LIABILITIES
Trade and other payables 16,758,468 45,884,928 33,721,288 33,946,440
Estimated own retention claims — — — 64,818
Unearned premium services — — — 93,601
Bank borrowings 21,434,417 14,858,893 31,871,333 38,318,122
Finance lease payables — — 41,866 41,866
Current income tax payable 403,460 301,670 348,610 428,503
Provision for employee benefits 1,092,226 1,733,198 1,612,978 1,685,333
Total liabilities 39,688,571 62,778,689 67,596,075 74,578,683
Net assets 18,961,734 38,481,492 36,004,728 35,113,926
EQUITY
Share capital 9,672,653 14,049,285 14,369,643 14,369,643
Other reserves (2,865,629) 1,490,697 (546,142) (651,164)
Accumulated profits 8,469,081 14,475,240 19,597,271 18,035,034
Equity attributable to owners of the parent 15,276,105 30,015,222 33,420,772 31,753,513

Total equity 18,961,734 38,481,492 36,004,728 35,113,926
NAV per Share (cents)(1) 5.8 11.5 12.8 12.1
Note:
(1) For comparative purposes, the NAV per Share is computed based on the NAV of our Group divided by our pre-Invitation
share capital of 262,013,004 Shares.
68
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL POSITION
The following discussion of our business, results of operations and financial position for the Period
Under Review should be read in conjunction with the Independent Auditors’ Report and the Proforma
Report as set out in Appendices A and B of this Offer Document respectively and the related notes
elsewhere in this Offer Document.
The figures set out in this section are approximates only and where appropriate, for ease of reference,
we have rounded these figures to one decimal place.
OVERVIEW
We provide a range of financial services to a diverse customer base including both retail and
institutional clients in the Indonesian market. Our financial services comprise three (3) main business
segments namely: (i) consumer financing, (ii) asset management and (iii) brokerage, margin financing
and corporate finance advisory which are provided by our three (3) subsidiaries namely BPF, BPAM
and BPS respectively.
1. Consumer Financing
BPF provides consumer financing of pre-owned passenger cars and commercial vehicles. Such
financing is offered to customers at an interest and over a specified period during which a periodic
instalment payment schedule is applicable. The period of financing is typically between one (1)
and four (4) years.
2. Asset Management
BPAM provides asset management services which include the management of various portfolios
through diversified mutual fund products and bilateral discretionary contracts for institutional
clients. BPAM also creates and markets a portfolio of funds distributed to retail investors through
its network of local and foreign banks’ channels.
3. Brokerage, Margin Financing and Corporate Finance Advisory
BPS provides equity and fixed income (including promissory notes, medium term notes, floating
rate notes, treasury bonds, recapitalisation bonds, corporate bonds and government bonds)
brokerage services to customers. Brokerage fees are typically based on either a percentage of the
transaction or a flat fee, or a combination of both.
Margin financing refers to the offering of securities-backed financing to customers who wish to
purchase securities on a margin basis. Margin financing offers funding flexibility to customers by
assisting them to leverage their investments.
Corporate finance advisory services provided by BPS include underwriting of equity and bond
issues, and advisory on financing arrangement of corporate loans for enterprises.
69
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
General economic conditions
Our business is affected by general economic conditions, including periods of recession, movements
in the domestic and international securities markets, interest rates, foreign exchange rates and inflation
rates, which may affect the demand for our services and profitability. General economic conditions may
also have an impact on the ability of customers to meet their payment obligations and on the value of
the collaterals securing our financing contracts.
During favourable economic conditions, the increase in consumer spending and demand for investment
opportunities may increase the demand for our services. In addition, default rates are typically lower
and collateral values are more stable. In contrast, adverse changes in the economy typically results in
a decrease in demand for our services and an increase in default by our customers. Our business is
subject to general economic and political risks in Indonesia, which may have an impact on the demand
for our services, the rate of default on financing and the value of collateral.
Government regulations and policies
Our business operations and financial performance may be affected by changes in government
regulations and policies of Indonesia.
Access to funds
We require substantial funding for our operations. Our consumer financing business is capital intensive
and requires access to credit facilities from funding institutions. BPF’s operations are dependent on
market interest rates. The interest rates BPF charges to its customers and the rates at which it pays
interest for its loans and financing obligations are subject to fluctuations in market interest rates. We
match the maturities of our interest rate sensitive assets and interest rate sensitive liabilities on a
portfolio basis.
Our brokerage and margin financing businesses require intraday financing facilities for the settlement
of equity and bond trading transactions.
As at 31 December 2010, our Group’s bank borrowings was approximately IDR 223.2 billion. The
interest rates on our US$ denominated borrowings are based on the prevailing interest rates at the time
of draw down plus approximately 0.75% to 1.05% per annum. The interest rates on our IDR
denominated borrowings are approximately 12.0% to 18.0% per annum.
Please refer to the section entitled “Risk Factors” of this Offer Document for other factors which may
affect our financial position and performance.
OVERVIEW OF OUR OPERATING INCOME AND EXPENSES
Our operating income
Our operating income is generated from the provision of consumer financing services, asset
management services and brokerage, margin financing and corporate finance advisory services to our
retail and institutional clients. Our sources of operating income are derived from:
(a) Net interest income;
(b) Fee and commission income; and
(c) Gain on trading of bonds.
70
Our operating income for the Period Under Review is set out as below:
(IDR’000) FY2008 FY2009 FY2010
Interest income 65,889,895 70,147,706 87,328,436

Less: interest expense (30,243,493) (25,798,325) (21,465,374)
Net interest income 35,646,402 44,349,381 65,863,062
Fee and commission income 62,393,121 78,857,361 104,601,294

Gain on trading of bonds 9,170,986 10,997,549 18,096,548
Total operating income 107,210,509 134,204,291 188,560,904
Interest income
Our interest income is derived mainly from (i) consumer financing and finance lease income attributable
to BPF; (ii) margin interest income attributable to BPS; (iii) bank interest income attributable to BPF,
BPAM and BPS; and (iv) reverse repurchase agreement transaction income attributable to BPS. Our
interest income in FY2008, FY2009 and FY2010 was approximately IDR 65.9 billion, IDR 70.1 billion
and IDR 87.3 billion respectively.
A breakdown of our interest income for the Period Under Review is set out below:
(IDR’000) FY2008 (%) FY2009 (%) FY2010 (%)
BPF 52,373,904 79.5 59,918,937 85.4 74,502,979 85.3

BPAM 369,253 0.6 294,061 0.4 330,101 0.4
BPS 13,126,444 19.9 9,665,348 13.8 12,163,635 13.9
(1)
Others 20,294 0.0 269,360 0.4 331,721 0.4
Total interest income 65,889,895 100.0 70,147,706 100.0 87,328,436 100.0
Note:
(1) Interest income from others relates mainly to bank interest income from BPI and the Company.
Our interest income is derived mainly from our subsidiaries below:
(a) BPF
Consumer financing and finance lease income refers to the interest charged on the loan amount
offered to our customers which is paid on a periodic instalment payment schedule net of direct
transaction costs such as commissions paid to the showrooms, dealers and CMOs. We take into
account the customer’s credit worthiness, quality of the collateral, funding cost, profit and interest
margins when determining the fees and charges. BPF also receives insurance premium rebates
from the insurance companies which is included as consumer financing income.
Bank interest income is the interest earned on the bank balances of the company. This interest
amount is based on prevailing bank interest deposit rates.
71
BPF generates interest income mainly from its consumer financing business. In FY2008, FY2009
and FY2010, total interest income generated by BPF was approximately IDR 52.4 billion, IDR 59.9
billion and IDR 74.5 billion representing 79.5%, 85.4% and 85.3% of our total interest income
respectively.
(b) BPAM
Bank interest income is the interest earned on the bank balances of the company. This interest
amount is based on prevailing bank interest deposit rates.
BPAM generates interest income mainly from bank interest income. In FY2008, FY2009 and
FY2010, total interest income generated by BPAM was approximately IDR 0.4 billion, IDR 0.3
respectively.
(c) BPS
Margin interest income refers to the interest charged to our customers who purchase marginable
securities that are approved by the IDX. The interest is charged daily and is based on a fixed
percentage of the amount of margin loan outstanding from each customer.
Reverse repurchase agreement transaction income is derived from the reverse repurchase
agreements entered between BPS and its clients. The reverse repurchase agreements were
mainly entered into between BPS and its margin trading customers who invested heavily in the
Bakrie Shares (as defined in the section entitled “Interested Person Transactions — Past
Interested Person Transactions” of this Offer Document) in FY2008.
Bank interest income is the interest earned on the bank balances of BPS. This interest amount is
based on prevailing bank interest deposit rates.
BPS generates interest income mainly from margin financing income. In FY2008, FY2009 and
FY2010, total interest income generated by BPS was approximately IDR 13.1 billion, IDR 9.7
respectively.
Interest expense
Interest expense comprises mainly interest expenses payable on bank loans, intraday trading facilities,
customer deposits in brokerage trading accounts and loans from related and unrelated parties.
In FY2008, FY2009 and FY2010, total interest expense was approximately IDR 30.2 billion, IDR 25.8
billion and IDR 21.5 billion representing 45.9%, 36.8% and 24.6% of total interest income respectively.
Net interest income
In FY2008, FY2009 and FY2010, our net interest income was approximately IDR 35.6 billion, IDR 44.3
billion and IDR 65.9 billion and accounted for 33.2%, 33.0% and 34.9% of our total operating income
respectively. Our net interest margin for FY2008, FY2009 and FY2010 was 54.1%, 63.2% and 75.4%
respectively. BPF generated net interest income of approximately IDR 32.4 billion, IDR 44.0 billion and
IDR 57.5 billion representing 90.9%, 99.3% and 87.4% of our total net interest income respectively.
Fee and commission income
Fee and commission income comprises mainly (i) income from administration and penalty fees
attributable to BPF; (ii) management fees attributable to BPAM; (iii) selling fees attributable to BPAM;
(iv) equity brokerage commissions attributable to BPS; and (v) underwriting and advisory fees
72
attributable to BPS. Our fee and commission income in FY2008, FY2009 and FY2010 was
approximately IDR 62.4 billion, IDR 78.9 billion and IDR 104.6 billion and accounted for 58.2%, 58.8%
and 55.5% of our total operating income respectively.
A breakdown of our fee and commission income for the Period Under Review is set out below:
(IDR’000) FY2008 (%) FY2009 (%) FY2010 (%)
BPF 6,931,727 11.1 9,490,644 12.0 14,656,904 14.0

BPAM 47,166,732 75.6 47,535,060 60.3 56,266,607 53.8
BPS 8,227,162 13.2 21,606,657 27.4 30,307,532 29.0
(1)
Others 67,500 0.1 225,000 0.3 3,370,251 3.2
Total fee and commission income 62,393,121 100.0 78,857,361 100.0 104,601,294 100.0
Note:
(1) Fee and commission income from others relates mainly to management and consultancy fees charged by BPI and the
Company to related companies, namely, Strait Merchants Ltd and PT Strait Finance.
Our fee and commission income is derived from our subsidiaries below:
(a) BPF
Administration fees are charged on the documentation and processing of the consumer loan
which is upfront and one-off. Penalty fees are additional charges to BPF’s customers for late
payment and early termination of loans.
In FY2008, FY2009 and FY2010, BPF generated administration and penalty fees of
approximately IDR 6.9 billion, IDR 9.5 billion and IDR 14.7 billion representing 11.1%, 12.0% and
14.0% of our total fee and commission income respectively.
(b) BPAM
Management fees are charged as a percentage of the net asset value of the relevant funds
managed by BPAM.
Selling fees relate to selling commission fees paid to BPAM by the customers who are
subscribing, redeeming and switching between the funds managed by BPAM.
In FY2008, FY2009 and FY2010, BPAM generated management fees and selling fees of
approximately IDR 47.2 billion, IDR 47.5 billion and IDR 56.3 billion representing 75.6%, 60.3%
and 53.8% of our total fee and commission income respectively.
(c) BPS
Equity brokerage commissions are typically based on a percentage of the value of the transaction.
Underwriting and advisory fees relate to the fees paid to BPS for its securities underwriting and
corporate finance advisory businesses respectively.
In FY2008, FY2009 and FY2010, BPS generated equity brokerage commissions and underwriting
and advisory fees of approximately IDR 8.2 billion, IDR 21.6 billion and IDR 30.3 billion
representing 13.2%, 27.4% and 29.0% of our total fee and commission income respectively.
73
Gain on trading of bonds
Gain on trading of bonds from BPS in FY2008, FY2009 and FY2010 was approximately IDR 9.2 billion,
IDR 11.0 billion and IDR 18.1 billion and accounted for 8.6%, 8.2% and 9.6% of our total operating
income respectively.
Operating expenses
Our operating expenses attributable to BPF, BPAM and BPS comprise mainly (i) marketing expenses;
(ii) salaries and allowances; and (iii) general and administrative expenses. Our total operating
expenses represented 71.7%, 71.7% and 71.2% of our total operating income in FY2008, FY2009 and
FY2010 respectively.
A breakdown of our operating expenses for the Period Under Review is set out below:
(IDR’000) FY2008 (%) FY2009 (%) FY2010 (%)
Marketing expenses
BPF 104,646 0.6 231,207 1.0 373,981 0.9
BPAM 17,173,793 89.3 15,986,672 67.8 21,990,094 54.0
BPS 1,947,195 10.1 7,355,188 31.2 18,344,657 45.1
Total marketing expenses 19,225,634 100.0 23,573,067 100.0 40,708,732 100.0
Salaries and allowances

BPF 12,292,914 39.3 16,575,499 39.0 22,902,901 38.3
BPAM 8,951,284 28.6 9,942,064 23.4 14,291,541 23.9
BPS 9,176,434 29.4 15,256,050 35.9 19,266,262 32.3
Others 840,960 2.7 708,498 1.7 3,269,728 5.5
Total salaries and allowances 31,261,592 100.0 42,482,111 100.0 59,730,432 100.0
General and administrative expenses

BPF 10,854,039 41.1 14,080,215 46.6 17,004,028 50.2
BPAM 8,916,171 33.8 5,756,166 19.1 4,721,134 13.9
BPS 5,584,632 21.1 8,230,310 27.3 10,584,741 31.2
Others 1,056,311 4.0 2,118,940 7.0 1,596,871 4.7
Total general and administrative

expenses 26,411,153 100.0 30,185,631 100.0 33,906,774 100.0
Total operating expenses 76,898,379 96,240,809 134,345,938
Marketing expenses
Our marketing expenses comprise mainly commission charges, entertainment expenses and
advertising expenses. Advertising and marketing expenses are incurred for all the promotional activities
conducted to promote our financial products and services through printed media and seminars.
Marketing expenses for BPF are mainly attributable to advertising and entertainment expenses.
Commission charges relate mainly to fees paid to the third party distributors and selling agents such as
banking institutions and other financial establishments to distribute the funds managed by BPAM.
74
Marketing expenses for BPS mainly include commissions paid to its sales personnel. Marketing
expenses accounted for 25.0%, 24.5%, and 30.3% of our total operating expenses in FY2008, FY2009
and FY2010 respectively.
Our salaries and allowances comprise mainly salaries, allowances, bonuses, wage supplements,
provision for employee benefits and others. Salaries and allowances accounted for 40.7%, 44.1% and
44.5% of our total operating expenses in FY2008, FY2009, and FY2010 respectively. Please refer to
the section entitled “Directors, Management and Staff — Employees” of this Offer Document for further
details on the staff strength of our Group.
Our general and administrative expenses comprise mainly office related expenses, professional fees,
depreciation of equipment, allowance for doubtful accounts and others. Office related expenses
comprise mainly expenses incurred on the rental of our headquarters, branches and offices of BPF,
BPAM and BPS in Indonesia, utilities, telecommunications and other various office related expenses.
Professional fees mainly include audit fees, corporate secretarial fees, legal fees and tax fees. Our
allowance for doubtful accounts relates to the allowance made by BPF for its long overdue consumer
financing receivables. General and administrative expenses accounted for 34.3%, 31.4% and 25.2% of
our total operating expenses in FY2008, FY2009 and FY2010 respectively.
Other income
Our other income, attributable to BPF, BPAM, BPS and BPI, comprises mainly (i) gain from disposal of
vehicles and equipment; (ii) foreign exchange gain; (iii) gain from disposal of subsidiaries; (iv) other
realised/unrealised gain on investments; and (v) other income. Other income in FY2008, FY2009 and
FY2010 was approximately IDR 5.6 billion, IDR 12.4 billion and IDR 11.5 billion respectively.
Other expenses
Our other expenses, attributable to our Company, BPF, BPAM, BPS and BPI, comprises mainly (i)
foreign exchange loss; (ii) other realised/unrealised loss on investments; and (iii) other expenses. Other
expenses in FY2008, FY2009 and FY2010 were approximately IDR 1.2 billion, IDR 3.6 billion and
IDR 2.2 billion respectively.
Taxation
Our overall effective tax rate was 29.5%, 19.4% and 17.7% for FY2008, FY2009 and FY2010
respectively. The Indonesia statutory corporate tax rates for FY2008, FY2009, and FY2010 were
30.0%, 28.0% and 25.0% respectively.
The effective tax rates for the Period Under Review differed from the statutory tax rates mainly due to
the 5.0% tax reduction from normal corporate tax rate as a result of BPF’s listing on the IDX and certain
non-taxable income generated by the Group.
75
RESULTS OF OPERATIONS
Breakdown of our past performance by business division
This analysis should be read in conjunction with the Independent Auditors’ Report as set out in
Appendix A of this Offer Document and the related notes elsewhere in this Offer Document.
A breakdown of our operating income, operating profit and operating profit margin by business division
for FY2008, FY2009 and FY2010 are set out below.
Operating income
(IDR’000) FY2008 (%) FY2009 (%) FY2010 (%)
BPF 39,316,595 36.7 53,519,822 39.8 72,195,699 38.8

BPAM 47,535,986 44.3 47,829,121 35.6 56,596,708 30.4
BPS 20,310,555 19.0 33,106,409 24.6 57,269,515 30.8
Sub-total 107,163,136 100.0 134,455,352 100.0 186,061,922 100.0
Others(1) 47,373 (251,061) 2,498,982
Total 107,210,509 134,204,291 188,560,904
Note:
(1) Operating income from others relates mainly to management and consultancy fees charged by BPI and our Company to
related companies, namely, Strait Merchants Ltd and PT Strait Finance.
Operating profit(1)
(IDR’000) FY2008 (%) FY2009 (%) FY2010 (%)
BPF 16,064,996 50.0 22,632,902 55.2 31,914,791 56.4

BPAM 12,494,738 38.8 16,144,219 39.3 15,593,939 27.6
BPS 3,602,293 11.2 2,264,861 5.5 9,073,854 16.0
Sub-total 32,162,027 100.0 41,041,982 100.0 56,582,584 100.0
Others(2) (1,849,897) (3,078,500) (2,367,618)
Total 30,312,130 37,963,482 54,214,966
Notes:
(1) Operating profit is calculated as operating income less of operating expenses.
(2) Operating profit from others relates mainly to management and consultancy fees charged by BPI and our Company to
related companies, namely, Strait Merchants Ltd and PT Strait Finance net of interest expenses incurred from bank
borrowings and related party loans.
76
Operating profit margin(1)
(%) FY2008 FY2009 FY2010
BPF 40.9 42.3 44.2

BPAM 26.3 33.8 27.6
BPS 17.7 6.8 15.8
Overall 28.3 28.3 28.8
Note:
(1) Operating profit margin is calculated as operating profit divided by operating income.
All of our operations are based in Indonesia and we derive our operating income and operating profit
from our business segments in Indonesia.
REVIEW OF PAST PERFORMANCE
FY2009 vs FY2008
Interest income
Increase/ Growth
(IDR billion) FY2008 (decrease) (%) FY2009
Consumer financing income 51.7 7.1 13.7 58.8

Finance lease income 0.6 0.2 33.3 0.8
Total consumer financing and finance lease income 52.3 7.3 14.0 59.6
Other interest income
— Margin interest income 9.9 (4.3) (43.4) 5.6
— Bank interest income 2.8 0.8 28.6 3.6
— Reverse repurchase agreement transaction
income 0.8 0.5 62.5 1.3
Total other interest income 13.5 (3.0) (22.2) 10.5
Total interest income 65.9 4.2 6.4 70.1
Our total interest income increased by approximately IDR 4.2 billion or 6.4% from IDR 65.9 billion in
FY2008 to IDR 70.1 billion in FY2009. This increase was mainly attributable to the increase in interest
income from total consumer financing and finance lease income of approximately IDR 7.3 billion or
14.0% from IDR 52.3 billion in FY2008 to IDR 59.6 billion in FY2009. However, the increase in interest
income from total consumer financing and finance lease income was partially offset by a decrease in
other interest income of approximately IDR 3.0 billion or 22.2% from IDR 13.5 billion in FY2008 to
IDR 10.5 billion in FY2009, mainly attributable to the decrease in margin interest income.
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Total consumer financing and finance lease income attributable to BPF
This increase was mainly due to approximately 4,000 new consumer loan bookings amounting to
approximately IDR 387.9 billion in FY2009 on top of existing consumer loans by BPF from previous
years.
Other interest income comprises margin interest income, bank interest income and reverse repurchase
agreement transaction income.
(a) Margin interest income attributable to BPS
Margin interest income decreased by approximately IDR 4.3 billion or 43.4% from IDR 9.9 billion
in FY2008 to IDR 5.6 billion in FY2009. The decrease in margin interest income was mainly due
to the Indonesian stock market correction in October 2008 which extended until April 2009,
causing margin trading customers to use less margin financing facilities from BPS in FY2009.
(b) Bank interest income attributable to BPF, BPAM and BPS
Bank interest income increased by approximately IDR 0.8 billion or 28.6% from IDR 2.8 billion in
FY2008 to IDR 3.6 billion in FY2009. The increase in bank interest income was mainly due to the
increased cash and cash equivalents balance of approximately IDR 78.4 billion or 180.2% from
IDR 43.5 billion in FY2008 to IDR 121.9 billion in FY2009.
(c) Reverse repurchase agreement transaction income attributable to BPS
Reverse repurchase agreement transaction income increased by approximately IDR 0.5 billion or
62.5% from IDR 0.8 billion in FY2008 to IDR 1.3 billion in FY2009. This increase in reverse
repurchase agreement transaction income was mainly due to full year recognition of interest
income in FY2009. The reverse repurchase agreement transaction income was mainly derived
from the reverse repurchase agreements entered into between BPS and its margin trading
customers who invested heavily in the Bakrie Shares (as defined in the section entitled “Interested
Person Transactions — Past Interested Person Transactions” of this Offer Document) in FY2008.
Please refer to the section entitled “Interested Person Transactions — Past Interested Person
Transactions” of this Offer Document for more details on the reverse repurchase agreement
transactions.
Interest expenses
Increase/ Growth
Interest expenses on bank loans 22.2 (3.9) (17.6) 18.3

Interest expenses on intraday trading facilities 1.0 — — 1.0
Interest expenses to others 7.1 (0.6) (8.5) 6.5
Total interest expenses 30.2 (4.4) (14.6) 25.8
Our total interest expenses incurred mainly by BPF and BPS decreased by approximately IDR 4.4
billion or 14.6% from IDR 30.2 billion in FY2008 to IDR 25.8 billion in FY2009.
78
Interest expenses on bank loans decreased by approximately IDR 3.9 billion or 17.6% from IDR 22.2
billion in FY2008 to IDR 18.3 billion in FY2009. The decrease in interest expenses on bank loans was
mainly due to the decrease in interest expense from BPF by approximately IDR 4.1 billion or 20.5%
from IDR 20.0 billion in FY2008 to IDR 15.9 billion in FY2009. This decrease was mainly due to the
increase in BPF’s capital base as a result of the capital raised of approximately IDR 45.0 billion from
the listing of BPF on the IDX and the consequent reduction in loan utilisation in FY2009.
Interest expenses to others decreased by approximately IDR 0.6 billion or 8.5% from IDR 7.1 billion in
FY2008 to IDR 6.5 billion in FY2009. This decrease was mainly due to the increased brokerage trading
activity as a result of the Indonesian stock market recovery in FY2009, which led to a reduction in
customer deposits in the interest bearing brokerage trading accounts maintained with BPS.
Net interest income
Our total net interest income increased by approximately IDR 8.7 billion or 24.4% from IDR 35.6 billion
in FY2008 to IDR 44.3 billion in FY2009. The increase in our net interest income was primarily due to
the growth of our consumer financing business with an increase of approximately 4,000 new consumer
loan bookings on top of existing consumer loans by BPF from previous years. Our net interest margin
also increased from 54.0% in FY2008 to 63.2% in FY2009. This was due to the decrease in interest
expense recorded in FY2009 as compared to FY2008.
Increase/ Growth
Management fees 46.5 (1.1) (2.4) 45.4

Equity brokerage commissions 8.7 11.6 133.3 20.3
Income from administration and penalties 6.9 2.6 37.7 9.5
Underwriting and advisory fees — 1.4 NM 1.4
Selling fees 0.3 1.9 633.3 2.2
Total fee and commission income 62.4 16.5 26.4 78.9
Our fee and commission income increased by approximately IDR 16.5 billion or 26.4% from IDR 62.4
billion in FY2008 to IDR 78.9 billion in FY2009.
Management fees attributable to BPAM
Management fees decreased by approximately IDR 1.1 billion or 2.4% from IDR 46.5 billion in FY2008
to IDR 45.4 billion in FY2009. This decrease in management fees was mainly due to the increased
competition in the asset management industry, particularly in the capital protected funds, which
resulted in a reduction in the percentage of management fee charged on the funds managed by BPAM.
Equity brokerage commissions attributable to BPS
Brokerage commissions increased by approximately IDR 11.6 billion or 133.3% from IDR 8.7 billion in
FY2008 to IDR 20.3 billion in FY2009. This increase was mainly due to the Indonesian stock market
recovery and surge in overall market trading activity in FY2009 as compared to FY2008. Based on the
figures published by the IDX, the total equity value traded through BPS increased by approximately
IDR 4.5 trillion or 48.9% from IDR 9.2 trillion in FY2008 to IDR 13.7 trillion in FY2009.
79
Income from administration and penalties attributable to BPF
Income from administration and penalties increased by approximately IDR 2.6 billion or 37.7% from
IDR 6.9 billion in FY2008 to IDR 9.5 billion in FY2009. This increase was mainly due to the increase
of approximately 4,000 new consumer financing loans in FY2009 and a hike in administrative fee for
new consumer loans in BPF from IDR 500,000 per loan in FY2008 to IDR 750,000 per loan in FY2009.
Underwriting and advisory fees attributable to BPS
Underwriting and advisory fees amounted to IDR 1.4 billion in FY2009, mainly due to several medium
term loan underwriting transactions of approximately IDR 750.0 billion in aggregate completed by BPS
in FY2009.
Selling fees attributable to BPAM
Selling fees attributable to BPAM increased by approximately IDR 1.9 billion or 633.3% from IDR 0.3
billion in FY2008 to IDR 2.2 billion in FY2009. This increase in selling fees was mainly attributable to
the Indonesian stock market upturn in FY2009 which resulted in the increase in subscription,
redemption and switching turnover of the funds managed by BPAM.
Our gain on trading of bonds increased by approximately IDR 1.8 billion or 19.6% from IDR 9.2 billion
in FY2008 to IDR 11.0 billion in FY2009. This increase was mainly due to the low interest rate
environment in Indonesia which boosted bond trading volume in FY2009. Based on the figures
published by the IDX, the total fixed income value traded through BPS increased by approximately
IDR 5.6 trillion or 96.6% from IDR 5.8 trillion in FY2008 to IDR 11.4 trillion in FY2009.
Total operating income
Our total operating income increased by approximately IDR 27.0 billion or 25.2% from IDR 107.2 billion
in FY2008 to IDR 134.2 billion in FY2009 as a result of an increase in our net interest income of
approximately IDR 8.7 billion, an increase in our total fee and commission income of approximately
IDR 16.5 billion and an increase in our gain on trading of bonds of approximately IDR 1.8 billion.
Operating expenses
Increase/ Growth
Marketing expenses 19.2 4.4 22.9 23.6

Salaries and allowances 31.3 11.2 35.8 42.5
General and administrative expenses 26.4 3.8 14.4 30.2
Total operating expenses 76.9 19.3 25.1 96.2
Our operating expenses increased by approximately IDR 19.3 billion or 25.1% from IDR 76.9 billion in
FY2008 to IDR 96.2 billion in FY2009.
80
Marketing expenses
Marketing expenses increased by approximately IDR 4.4 billion or 22.9% from IDR 19.2 billion in
FY2008 to IDR 23.6 billion in FY2009. The increase of IDR 4.4 billion in marketing expenses was mainly
attributable to the higher commissions paid by BPS and BPF to their sales personnel in line with the
increase in brokerage income and new consumer loans respectively, and the expansion of six (6) new
branches by BPS which BPS took over from BPAM, and five (5) new branches by BPF in FY2009.
Salaries and allowances increased by approximately IDR 11.2 billion or 35.8% from IDR 31.3 billion in
FY2008 to IDR 42.5 billion in FY2009. The increase of approximately IDR 11.2 billion in salaries and
allowances was mainly attributable to the increase in headcount and expansion of branches by BPF
and BPS. BPF increased its headcount from 258 to 308 and expanded its total branches and
representative offices from 15 to 20 in FY2009. BPS also increased its headcount from 89 to 109 and
took over six (6) branches from BPAM in FY2009.
General and administrative expenses increased by approximately IDR 3.8 billion or 14.4% from
IDR 26.4 billion in FY2008 to IDR 30.2 billion in FY2009. The increase of IDR 3.8 billion in general and
administrative expenses was attributable to the increased office rental and depreciation expenses
related to the increase in headcount and new branches added in FY2009.
Total operating profit
Our total operating profit increased by approximately IDR 7.7 billion or 25.4% from IDR 30.3 billion in
FY2008 to IDR 38.0 billion in FY2009 as a result of an increase in our total operating income of
approximately IDR 27.0 billion, partially offset by the increase in our total operating expenses of
approximately IDR 19.3 billion.
Other income
Increase/ Growth
Gain from disposal of vehicles and equipment 0.3 (0.1) (33.3) 0.2
Foreign exchange gain 1.8 (1.7) (94.4) 0.1
Other realised/unrealised gain on investments 3.2 8.6 268.8 11.8
Other income 0.3 0.1 33.3 0.4
Total other income 5.6 6.8 121.4 12.4
Our total other income increased by approximately IDR 6.8 billion or 121.4% from IDR 5.6 billion in
Gain from disposal of vehicles and equipment
Gain from disposal of vehicles and equipment decreased by approximately IDR 0.1 billion or 33.3%
from IDR 0.3 billion in FY2008 to IDR 0.2 billion in FY2009. This was mainly due to the decrease in
disposal of vehicle and equipment by BPF, BPAM and BPS.
81
Foreign exchange gain
Foreign exchange gain decreased by approximately IDR 1.7 billion or 94.4% from IDR 1.8 billion in
Other realised/unrealised gain on investments
Other realised/unrealised gain on investments increased by approximately IDR 8.6 billion or 268.8%
from IDR 3.2 billion in FY2008 to IDR 11.8 billion in FY2009. This increase was mainly due to the
Indonesian stock market recovery since April 2009.
Other income
Other income increased by approximately IDR 0.1 billion or 33.3% from IDR 0.3 billion in FY2008 to
IDR 0.4 billion in FY2009.
Other expenses
Increase/ Growth
Foreign exchange loss — 3.6 NM 3.6

Other realised/unrealised loss on investments 1.2 (1.2) (100.0) —
Total other expenses 1.2 2.4 200.0 3.6
Our total other expenses increased by approximately IDR 2.4 billion or 200.0% from IDR 1.2 billion in
Foreign exchange loss
Foreign exchange loss amounted to IDR 3.6 billion in FY2009 and was mainly attributable to the
depreciation of the US$ against the IDR in FY2009 which affected the US$ denominated cash and cash
equivalents held by the Group.
Other realised/unrealised loss on investments
We did not have other realised/unrealised loss on investments in FY2009.
Results from operating activities
Our results from operating activities increased by approximately IDR 12.1 billion or 34.9% from
IDR 34.7 billion in FY2008 to IDR 46.8 billion in FY2009 as a result of an increase in our total operating
profit of approximately IDR 7.7 billion, an increase in our total other income of approximately IDR 6.8
billion and partially offset by the increase in our total other expenses of approximately IDR 2.4 billion.
Share of results of an associate
Share of results of an associate increased by approximately IDR 0.1 billion or 100.0% from IDR 0.1
The increase in share of results of an associate was mainly attributable to PT Batavia Prosperindo
Prima, an associate of BPAM. PT Batavia Prosperindo Prima was liquidated in FY2009.
82
Profit before income tax
Profit before income tax increased by approximately IDR 12.0 billion or 34.7% from IDR 34.6 billion in
FY2008 to IDR 46.6 billion in FY2009 as a result of improvement in corporate earnings and other
income.
For illustration purposes, assuming that the reverse repurchase agreement transactions related to the
Bakrie Shares (as defined in the section entitled “Interested Person Transactions — Past Interested
Person Transactions” of this Offer Document) had not taken place, the marked-to-market value of the
underlying shares of the reverse repurchase agreements as at 31 December 2008 and the provision
for the impairment loss of such shares would have been approximately IDR 27.0 billion and IDR 67.5
billion respectively. As a result, the Group would have incurred a loss before income tax of IDR 32.9
billion instead of a profit before income tax of IDR 34.6 billion for FY2008. Please refer to the section
entitled “Interested Person Transactions — Past Interested Person Transactions” of this Offer
Document for more details on the reverse repurchase agreement transactions.
FY2010 vs FY2009
Interest income
Increase/ Growth
Consumer financing income 58.8 14.8 25.2 73.6

Finance lease income 0.8 0.1 12.5 0.9
Total consumer financing and finance lease income 59.6 14.9 25.0 74.5
— Margin interest income 5.6 2.8 50.0 8.4
— Bank interest income 3.6 0.8 22.2 4.4
— Reverse repurchase agreement transaction
income 1.3 (1.3) (100.0) —
Total other interest income 10.5 2.3 21.9 12.8
Total interest income 70.1 17.2 24.5 87.3
Our total interest income increased by approximately IDR 17.2 billion or 24.5% from IDR 70.1 billion in
FY2009 to IDR 87.3 billion in FY2010. This increase was mainly attributable to the increase in interest
income from total consumer financing and finance lease income of approximately IDR 14.9 billion or
25.0% from IDR 59.6 billion in FY2009 to IDR 74.5 billion in FY2010. Other interest income also
increased by approximately IDR 2.3 billion or 21.9% from IDR 10.5 billion in FY2009 to IDR 12.8 billion
in FY2010.
Total consumer financing and finance lease income attributable to BPF
This increase was mainly due to approximately 6,000 new consumer loan bookings amounting to
approximately IDR 525.2 billion in FY2010 on top of existing consumer loans by BPF from previous
years.
Other interest income comprises margin interest income, bank interest income and reverse repurchase
agreement transaction income.
83
(a) Margin interest income attributable to BPS
Margin interest income increased by approximately IDR 2.8 billion or 50.0% from IDR 5.6 billion
in FY2009 to IDR 8.4 billion in FY2010. The increase in margin interest income was mainly due
to the increase in margin trading activity as a result of the recovery of the Indonesian stock market
in FY2010. Based on the figures published by the IDX, the total equity value traded through BPS
increased by approximately IDR 2.8 trillion or 20.4% from IDR 13.7 trillion in FY2009 to IDR 16.5
trillion in FY2010.
(b) Bank interest income attributable to BPF, BPAM and BPS
Bank interest income increased by approximately IDR 0.8 billion or 22.2% from IDR 3.6 billion in
FY2009 to IDR 4.4 billion in FY2010. The increase in bank interest income was mainly due to the
increased cash and cash equivalents balance of approximately IDR 54.2 billion or 44.5% from
(c) Reverse repurchase agreement transaction income attributable to BPS
There was no reverse repurchase agreement transaction income in FY2010, and no further
reverse repurchase agreement transactions were entered into in FY2010.
Interest expenses
Increase/ Growth
Interest expenses on bank loans 18.3 (0.9) (4.9) 17.4

Interest expenses on intraday trading facilities 1.0 (0.9) (90.0) 0.1
Interest expenses to others 6.5 (2.5) (38.5) 4.0
Total interest expenses 25.8 (4.3) (16.7) 21.5
Our total interest expenses incurred mainly by BPF and BPS decreased by approximately IDR 4.3
billion or 16.7% from IDR 25.8 billion in FY2009 to IDR 21.5 billion in FY2010.
Interest expense on bank loans of BPS decreased by approximately IDR 2.2 billion in FY2010, mainly
due to the repayment of bank loans in FY2009. This decrease was partially offset by the increase in
interest expense of BPF by approximately IDR 1.1 billion, mainly due to the increase in bank borrowings
for its consumer financing business in FY2010.
Interest expenses on intraday trading facilities decreased by approximately IDR 0.9 billion or 90.0%
from IDR 1.0 billion in FY2009 to IDR 0.1 billion in FY2010. Interest expense decreased mainly because
BPS had utilised a larger proportion of its own equity to finance the intraday trading.
Interest expenses to others decreased by approximately IDR 2.5 billion or 38.5% from IDR 6.5 billion
in FY2009 to IDR 4.0 billion in FY2010. This decrease was mainly due to reduced reliance on funding
from third parties as a result of improvements in BPF’s and BPS’ working capital positions.
84
Net interest income
Our total net interest income increased by approximately IDR 21.6 billion or 48.8% from IDR 44.3 billion
in FY2009 to IDR 65.9 billion in FY2010. The increase in our net interest income was primarily due to
the growth of our consumer financing business with an increase of approximately 6,000 new consumer
loan bookings on top of existing consumer loans by BPF from previous years. Our net interest margin
also increased from 63.2% in FY2009 to 75.4% in FY2010. The increase in net interest margin was
mainly due to the lower interest rates secured by BPF from the funding institutions.
Increase/ Growth
Management fees 45.4 13.3 29.3 58.7

Equity brokerage commissions 20.3 3.4 16.7 23.7
Income from administration and penalties 9.5 5.2 54.7 14.7
Underwriting and advisory fees 1.4 5.2 371.4 6.6
Selling fees 2.2 (1.2) (54.5) 1.0
Total fee and commission income 78.9 25.7 32.6 104.6
Our fee and commission income increased by approximately IDR 25.7 billion or 32.6% from IDR 78.9
Management fees attributable to BPAM
Management fees increased by approximately IDR 13.3 billion or 29.3% from IDR 45.4 billion in
FY2009 to IDR 58.7 billion in FY2010. The increase in management fees was largely due to the
increase in BPAM’s assets under management from approximately IDR 7.4 trillion in FY2009 to IDR 9.1
trillion in FY2010.
Equity brokerage commissions attributable to BPS
Brokerage commissions increased by approximately IDR 3.4 billion or 16.7% from IDR 20.3 billion in
FY2009 to IDR 23.7 billion in FY2010. This increase was mainly due to the positive trading environment
in FY2010. Based on the figures published by the IDX, the total equity value traded through BPS
increased by approximately IDR 2.8 trillion or 20.4% from IDR 13.7 trillion in FY2009 to IDR 16.5 trillion
in FY2010.
Income from administration and penalties attributable to BPF
Income from administration and penalties increased by approximately IDR 5.2 billion or 54.7% from
IDR 9.5 billion in FY2009 to IDR 14.7 billion in FY2010. This increase was mainly due to the increase
of approximately 6,000 new consumer financing loans in FY2010, increase in the penalty amount
received due to early termination of loans and a hike in administrative fee for new consumer loans in
BPF of IDR 750,000 per loan in FY2009 to IDR 850,000 per loan in FY2010.
Underwriting and advisory fees attributable to BPS
Underwriting and advisory fees increased by approximately IDR 5.2 billion or 371.4% from IDR 1.4
billion in FY2009 to IDR 6.6 billion in FY2010. This increase in underwriting and advisory fees was
mainly due to fees from advisory services relating to financing and refinancing arrangements for BPS’
customers.
85
Selling fees attributable to BPAM
Selling fees attributable to BPAM decreased by approximately IDR 1.2 billion or 54.5% from IDR 2.2
billion in FY2009 to the IDR 1.0 billion in FY2010. This decrease in selling fees was mainly attributable
to the disposal of BPAM’s six (6) branches in FY2009, as it focused on selling its funds though the
distribution networks of selling agents which are mainly financial institutions.
Gain on trading of bonds attributable to BPS increased by approximately IDR 7.1 billion or 64.5% from
IDR 11.0 billion in FY2009 to IDR 18.1 billion in FY2010. This increase was mainly due to the low
interest rate environment in Indonesia which boosted bond trading volume in FY2010. Based on the
figures published by the IDX, the total fixed income value traded through BPS increased by
approximately IDR 22.9 trillion or 200.9% from IDR 11.4 trillion in FY2009 to IDR 34.3 trillion in FY2010.
Total operating income
Our total operating income increased by approximately IDR 54.4 billion or 40.5% from IDR 134.2 billion
in FY2009 to IDR 188.6 billion in FY2010 as a result of an increase in our net interest income of
approximately IDR 21.6 billion, an increase in our total fee and commission income of approximately
IDR 25.7 billion and an increase in our gain on trading for bonds of approximately IDR 7.1 billion.
Operating expenses
Increase/ Growth
Marketing expenses 23.6 17.1 72.5 40.7

Salaries and allowances 42.5 17.2 40.5 59.7
General and administrative expenses 30.2 3.7 12.3 33.9
Total operating expenses 96.2 38.1 39.6 134.3
Our operating expenses increased by approximately IDR 38.1 billion or 39.6% from IDR 96.2 billion in
Marketing expenses
Marketing expenses increased by approximately IDR 17.1 billion or 72.5% from IDR 23.6 billion in
FY2009 to IDR 40.7 billion in FY2010, mainly attributable to higher marketing expenses by BPAM and
BPS. BPAM’s marketing expenses increased by approximately IDR 6.0 billion as a result of increased
marketing activities pertaining to its open-ended funds in FY2010. BPS’ marketing expenses increased
by approximately IDR 10.9 billion as a result of the increase in commission fee rates paid to its sales
personnel and additional marketing expenses from the launch of the online trading platform BPonline
in FY2010.
86
Salaries and allowances increased by approximately IDR 17.2 billion or 40.5% from IDR 42.5 billion in
FY2009 to IDR 59.7 billion in FY2010, mainly attributable to the increase in salaries and allowances by
BPF, BPAM and BPS. BPF’s increase in salaries and allowances was due to its increase in headcount
of 54 personnel and expansion of its total branches and representative offices from 20 to 25. BPAM’s
increase in salaries and allowances was due to an increase in staff bonus in FY2010 to compensate
for deferred staff bonus in FY2009. BPS’ increase in salaries and allowances was due to its increase
in headcount of 41 personnel and an addition of four (4) new branches in FY2010.
General and administrative expenses increased by approximately IDR 3.7 billion or 12.3% from
IDR 30.2 billion in FY2009 to IDR 33.9 billion in FY2010. The increase of IDR 3.7 billion in general and
administrative expenses was attributable to the increased office rental and depreciation expenses
related to the increase in headcount and new branches added in FY2010.
Total operating profit
Our total operating profit increased by approximately IDR 16.2 billion or 42.6% from IDR 38.0 billion in
FY2009 to IDR 54.2 billion in FY2010 as a result of an increase in our total operating income of
approximately IDR 54.4 billion, partially offset by the increase in our total operating expenses of
approximately IDR 38.1 billion.
Other income
Increase/ Growth
Gain from disposal of vehicles and equipment 0.2 0.1 50.0 0.3
Foreign exchange gain 0.1 0.5 500.0 0.6
Other realised/unrealised gain on investments 11.8 (3.0) (25.4) 8.8
Other income 0.4 1.4 350.0 1.8
Total other income 12.4 (0.9) (7.3) 11.5
Our total other income decreased by approximately IDR 0.9 billion or 7.3% from IDR 12.4 billion in
Gain from disposal of vehicles and equipment
Gain from disposal of vehicles and equipment increased by approximately IDR 0.1 billion or 50.0% from
Foreign exchange gain
Foreign exchange gain increased by approximately IDR 0.5 billion or 500.0% from IDR 0.1 billion in
Other realised/unrealised gain on investments
Other realised/unrealised gain on investments decreased by approximately IDR 3.0 billion or 25.4%
from IDR 11.8 billion in FY2009 to IDR 8.8 billion in FY2010. This decrease was mainly due to the lower
interest rate environment and the less robust Indonesian stock market in FY2010 as compared to
FY2009.
87
Other income
Other income increased by approximately IDR 1.4 billion or 350.0% from IDR 0.4 billion in FY2009 to
IDR 1.8 billion in FY2010.
Other expenses
Increase/ Growth
Foreign exchange loss 3.6 (2.0) (55.6) 1.6

Other realised/unrealised loss on investments — 0.1 NM 0.1
Other expenses — 0.5 NM 0.5
Total other expenses 3.6 (1.4) (38.9) 2.2
Our total other expenses decreased by approximately IDR 1.4 billion or 38.9% from IDR 3.6 billion in
Foreign exchange loss
Foreign exchange loss decreased by approximately IDR 2.0 billion or 55.6% from IDR 3.6 billion in
Other realised/unrealised loss on investments
Other realised/unrealised loss on investments amounted to IDR 0.1 billion in FY2010.
Other expense
Other expense amounted to IDR 0.5 billion in FY2010.
Results from operating activities
Our results from operating activities increased by approximately IDR 16.7 billion or 35.7% from
IDR 46.8 billion in FY2009 to IDR 63.5 billion in FY2010 as a result of an increase in our total operating
profit of approximately IDR 16.3 billion, decrease in our total other expenses of approximately IDR 1.4
billion and partially offset by the decrease in our total other income of approximately IDR 0.9 billion.
Share of results of an associate
There was no share of results of an associate in FY2010 because the associated company of BPAM,
PT Batavia Prosperindo Prima, was liquidated in FY2009.
Profit before income tax
Profit before income tax increased by approximately IDR 16.9 billion or 36.3% from IDR 46.6 billion in
FY2009 to IDR 63.5 billion in FY2010 as a result of improvement in corporate earnings and other
income of the Group.
88
REVIEW OF FINANCIAL POSITION
As at 31 December 2010
Assets
Cash and cash equivalents
Our cash and cash equivalents of approximately IDR 176.1 billion accounted for 24.3% of our total
assets. Our cash and cash equivalents are denominated in IDR, USD and S$ which accounted for
74.4%, 24.5% and 1.1% of total cash and cash equivalents respectively.
Financial assets at fair value through profit or loss
Our financial assets at fair value through profit or loss of approximately IDR 74.6 billion accounted for
10.3% of our total assets. Our financial assets at fair value through profit or loss are mainly mutual fund
investments that are managed by BPAM.
Trade and other receivables
Our trade and other receivables of approximately IDR 436.6 billion accounted for 60.2% of our total
assets. Our trade and other receivables consist of consumer financing receivables, trade receivables,
finance lease receivables and other receivables. Consumer financing and finance lease receivables
are attributable to BPF. Trade receivables are attributable to BPS from its brokerage business. Our
consumer financing receivables, trade receivables, finance lease receivables and other receivables
accounted for approximately 58.0%, 35.9%, 1.3% and 4.7% of total trade and other receivables
respectively.
Prepayments
Our prepayments of approximately IDR 6.0 billion accounted for 0.8% of our total assets. Our
prepayments consist of prepaid rental, deposits and commissions, prepaid taxes and others which
accounted for 72.0%, 4.8%, 10.9% and 12.3% of total prepayments respectively.
Plant and equipment
Our plant and equipment of approximately IDR 14.6 billion accounted for 2.0% of our total assets. Our
plant and equipment consist of office equipment, furniture and fixtures and motor vehicles which
accounted for 37.3%, 11.6% and 51.0% of total plant and equipment respectively.
Available-for-sale financial assets
Our available-for-sale financial assets of approximately IDR 0.7 billion accounted for 0.1% of our total
assets. Our available-for-sale financial assets comprise one (1) ordinary share in the IDX and 18.92%
share in PT Affia Arya Jasa Batavia.
Goodwill
Our goodwill of approximately IDR 2.2 billion accounted for 0.3% of our total assets.
89
Restricted time deposits
Our restricted time deposits of approximately IDR 1.8 billion accounted for 0.2% of our total assets. This
is the mandatory deposit required by the clearing and guarantee institution, for the collateral of the
securities clearing and settlement transactions of BPS.
Deferred tax assets
Our deferred tax assets of approximately IDR 3.2 billion accounted for 0.4% of our total assets.
Other assets
Our other assets of approximately IDR 9.9 billion accounted for 1.4% of our total assets. Our other
assets consist of repossessed assets, building renovation, deposits and others which accounted for
69.3%, 19.7%, 10.1% and 0.9% of total other assets respectively.
Liabilities
Trade and other payables
Our trade and other payables of approximately IDR 236.2 billion accounted for 49.9% of our total
liabilities. Our trade and other payables consist of trade payables, accrued operating expenses and
other payables which accounted for 89.0%, 2.2% and 8.8% of total trade and other payables
respectively. The trade payables mainly consist of payables to the clearing and guarantee institution of
approximately IDR 55.6 billion and payables to BPS’ client deposit accounts of approximately
IDR 154.7 billion.
Bank borrowings
Our bank borrowings of approximately IDR 223.2 billion accounted for 47.1% of our total liabilities. Our
bank borrowings consist of approximately IDR 128.7 billion for BPF’s consumer financing business and
the remaining IDR 94.5 billion is mainly for the tender offer of BPF. Our bank borrowings consist of the
amount due for settlement within 12 months and the amount due for settlement after 12 months which
accounted for 69.3% and 30.7% of total bank borrowings respectively.
Finance lease payables
Our finance lease payables of approximately IDR 0.3 billion accounted for 0.1% of our total liabilities.
Our finance lease payables are mainly due to hire purchase obligations which are used to finance office
equipment for BPS.
Current income tax payable
Our current income tax payable of approximately IDR 2.4 billion accounted for 0.5% of our total
liabilities.
Provision for employee benefits
Our provision for employee benefits of approximately IDR 11.3 billion accounted for 2.4% of our total
liabilities.
90
Equity
Equity attributable to owners of the Company
Our equity attributable to owners of the Company of approximately IDR 234.1 billion accounted for
92.8% of our total equity. Our equity attributable to owners of the Company consist of share capital,
other reserves and accumulated profits.
Non-controlling interests
Our non-controlling interests of approximately IDR 18.1 billion accounted for 7.2% of our total equity.
Our non-controlling interests are mainly due to the 5.0% equity interest in BPF owned by members of
the public and the 10.1% equity interest in BPAM owned by Lilis Setiadi, the president director of BPAM.
LIQUIDITY AND CAPITAL RESOURCES
Our Group financed its operations through internal and external sources. Our internal sources of funds
comprise mainly cash generated from our operating activities. Our external sources of funds comprise
mainly bank facilities from funding institutions and capital investment from shareholders. The principal
uses of these cash sources are to finance new loans, working capital and operating expenses such as
rental, payroll and administrative expenses.
Our Group had positive cash and cash equivalents of approximately IDR 43.5 billion, IDR 121.9 billion
and IDR 176.1 billion as at 31 December 2008, 2009 and 2010 respectively.
As at the Latest Practicable Date, our Group had cash and cash equivalents of approximately IDR
149.8 billion and total banking facilities of approximately IDR 942.6 billion. Approximately IDR 243.9
billion of the total banking facilities was utilised and approximately IDR 698.7 billion was unutilised, or
74.1% of the total banking facilities remained unutilised.
Please refer to the section entitled “Management’s Discussion and Analysis of Results of Operations
and Financial Position — Capitalisation and Indebtedness” of this Offer Document for more details.
Our Directors are of the reasonable opinion that, after having made due and careful enquiry that, as at
the Latest Practicable Date, the available funds from existing cash and cash equivalents of
approximately IDR 149.8 billion and the Company’s existing banking facilities of approximately IDR
942.6 billion, the working capital available to the Company as at the date of lodgement of this Offer
Document is sufficient for present requirements and for at least 12 months after the listing of the
Company on the Catalist.
The Sponsor is of the reasonable opinion that, after having made due and careful enquiry that, as at
the Latest Practicable Date, the available funds from existing cash and cash equivalents of
approximately IDR 149.8 billion and the Company’s existing banking facilities of approximately IDR
942.6 billion, the working capital available to the Company as at the date of lodgement of this Offer
Document is sufficient for present requirements and for at least 12 months after the listing of the
91
The following table sets out a summary of our cash flow for the Period Under Review.
(IDR’000) FY2008 FY2009 FY2010
Net cash provided by/(used in) operating activities 7,909,450 105,397,845 (89,787,488)
Net cash provided by/(used in) investing activities (146,939,700) (4,975,096) 2,712,078
Net cash provided by/(used in) financing activities 137,754,967 (20,124,467) 141,335,051
Net increase/(decrease) in cash and cash equivalents at the
end of the period (1,275,283) 80,298,282 54,259,641
Cash and cash equivalents at the beginning of the period 42,244,213 43,535,124 121,886,639
Effect of foreign exchange rate changes in cash and cash
equivalents 2,566,194 (1,946,767) (61,872)
Cash and cash equivalents at the end of the period 43,535,124 121,886,639 176,084,408
FY2008
In FY2008, we generated operating cash flows before working capital changes of approximately
IDR 5.9 billion. The net cash outflow from changes in working capital of approximately IDR 23.7 billion
was mainly due to the following:
(a) Increase in trade and other receivables of approximately IDR 10.7 billion;
(b) Increase in prepayments of approximately IDR 1.3 billion; and
(c) Decrease in trade and other payables of approximately IDR 11.7 billion.
We received net interest income of approximately IDR 35.6 billion and paid income tax of approximately
IDR 9.9 billion in FY2008. Our net cash inflow from operating activities was approximately IDR 7.9
billion.
Net cash outflow from investing activities was approximately IDR 146.9 billion, which was mainly due
to the following:
(a) Purchase of financial assets at fair value through profit or loss of approximately IDR 101.3 billion
which consists primarily of equity securities purchased under the reverse repurchase agreements;
(b) Net purchase of available-for-sale financial assets of approximately IDR 29.3 billion which
comprises mainly unquoted equity investments;
(c) Purchase of plant and equipment of approximately IDR 15.1 billion; and
(d) Purchase of other assets of approximately IDR 2.8 billion.
Net cash inflow from financing activities was approximately IDR 137.8 billion, which was mainly due to
the following:
(a) Proceeds from issuance of shares of approximately IDR 76.4 billion to the existing Shareholders
of the Company;
(b) Proceeds from issuance of shares to non-controlling interests mainly in BPAM of approximately
IDR 2.5 billion; and
(c) Net proceeds mainly to BPF from bank borrowings of approximately IDR 58.9 billion.
As at 31 December 2008, our cash and cash equivalents amounted to approximately IDR 43.5 billion.
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FY2009
IDR 14.3 billion. The net cash inflow from changes in working capital of approximately IDR 56.4 billion
(a) Increase in trade and other receivables of approximately IDR 126.6 billion mainly arising from the
increase of approximately IDR 30.6 billion in consumer financing receivables attributable to BPF
and the increase of approximately IDR 81.7 billion in trade receivables attributable to the
brokerage business of BPS;
(b) Increase in trade and other payables of approximately IDR 174.7 billion mainly arising from the
loans made by Strait Merchants Limited and PT Strait Finance to the Group of approximately
IDR 91.0 billion, and the increase of approximately IDR 107.6 billion in trade payables attributable
to the brokerage business of BPS; and
(c) Increase in prepayment of approximately IDR 0.8 billion and cash inflow of approximately IDR 9.1
billion arising from the restructuring transactions between entities under common control.
IDR 9.6 billion in FY2009. Our net cash inflow from operating activities was approximately IDR 105.4
billion.
Net cash outflow from investing activities was approximately IDR 5.0 billion, which was mainly due to
the following:
(a) Net purchase of available-for-sale financial assets comprising mainly unquoted equity
investments of approximately IDR 2.8 billion;
(b) Purchase of shares from non-controlling interests in BPS of approximately IDR 12.2 billion; and
(c) Purchase of plant and equipment of approximately IDR 6.4 billion.
The above cash outflow from investing activities was partially offset by:
(a) Sale of financial assets at fair value through profit and loss of approximately IDR 15.9 billion which
included the disposal of securities under the reverse repurchase agreements in BPS of
approximately IDR 39.1 billion and increase in mutual funds investments managed by BPAM of
approximately IDR 23.2 billion; and
(b) Proceeds from disposal of plant and equipment of approximately IDR 1.0 billion.
Net cash outflow from financing activities was approximately IDR 20.1 billion, which was mainly due to
the net repayment of bank borrowings mainly by BPF of approximately IDR 69.9 billion.
The above cash outflow from financing activities was partially offset by:
(a) Proceeds from issuance of shares of approximately IDR 17.6 billion to the existing Shareholders
of the Company; and
(b) Proceeds from issuance of shares in BPF to non-controlling interest of approximately IDR 32.2
billion arising from the listing of BPF on the IDX.
93
FY2010
IDR 6.2 billion. The net cash outflow from changes in working capital of approximately IDR 150.4 billion
(a) Increase in trade and other receivables of approximately IDR 82.5 billion mainly arising from the
increase of approximately IDR 49.9 billion in consumer financing receivables attributable to BPF
and the increase of approximately IDR 23.8 billion in trade receivables attributable to the
brokerage business of BPS;
(b) Decrease in trade and other payables of approximately IDR 70.9 billion mainly arising from the
repayment of the loans made by Strait Merchants Limited and PT Strait Finance to the Group of
approximately IDR 91.0 billion, and the increase of approximately IDR 31.7 billion in trade
payables attributable to the brokerage business of BPS; and
(c) Cash inflow of approximately IDR 3.0 billion arising from the restructuring transactions between
entities under common control.
IDR 10.8 billion in FY2010. Our net cash outflow from operating activities was approximately IDR 89.7
billion. The net cash outflow from operating activities was mainly due to the repayment of the loan
provided by Straits Merchants Limited of approximately IDR 90.0 billion (please refer to the section
entitled “Interested Person Transactions — Past Interested Person Transactions” of this Offer
Document for more details).
Net cash inflow from investing activities was approximately IDR 2.7 billion, which was mainly due to the
following:
(a) Proceeds from the disposal of financial assets at fair value through profit and loss of
approximately IDR 38.6 billion which included the disposal of securities under the reverse
repurchase agreements in BPS of approximately IDR 80.6 billion and increase in mutual funds
investments managed by BPAM of approximately IDR 42.0 billion;
(b) Proceeds from disposal of plant and equipment of approximately IDR 2.0 billion; and
(c) Proceeds from the disposal of available-for-sale financial assets of approximately IDR 46.9 billion.
The above cash inflow from investing activities was partially offset by:
(a) Purchase of shares from non-controlling interests of approximately IDR 73.6 billion in respect of
BPI’s acquisition of shares in BPF from the members of the public through the tender offer;
(b) Purchase of plant and equipment of approximately IDR 5.9 billion; and
(c) Purchase of other assets of approximately IDR 5.5 billion.
Net cash inflow from financing activities was approximately IDR 141.3 billion, which was mainly due to
the following:
(a) Proceeds from issuance of shares of approximately IDR 6.6 billion to an existing Shareholder of
the Company;
(b) Proceeds from issuance of shares to non-controlling interests in BPAM of approximately IDR 11.3
billion; and
(c) Net proceeds mainly to BPF from bank borrowing of approximately IDR 123.8 billion.
94
INFLATION
For the Period Under Review, the performance of our Group had not been materially affected by
inflation. Our Group will closely monitor the interest rate environment which will be affected by inflation
and adjust our financing terms and structures when necessary.
CAPITAL EXPENDITURE AND DIVESTMENTS
The capital expenditures and divestments made by our Group in FY2008, FY2009 and FY2010 and for
the period from 1 January 2011 up to the Latest Practicable Date were as follows:
From
1 January 2011
to the Latest
Expenditures (IDR’000) FY2008 FY2009 FY2010 Practicable Date
Office equipment 3,048,758 2,604,572 2,557,102 977,233

Furniture and fixture 2,884,521 329,691 804,389 118,537
Motor vehicles 9,187,010 3,419,913 2,850,595 1,897,509
Total 15,120,289 6,354,176 6,212,086 2,993,279
From
1 January 2011
to the Latest
Divestments (IDR’000) FY2008 FY2009 FY2010 Practicable Date
Office equipment 1,400 1,006,354 44,940 —

Furniture and fixture 389 372,472 57,835 —
Motor vehicles 3,287,421 1,897,907 3,174,966 1,022,120
Total 3,289,210 3,276,733 3,277,741 1,022,120
Our capital expenditures were financed mainly by internally generated funds. We incurred capital
expenditures from FY2008 to the Latest Practicable Date mainly due to the purchase of office
equipment, furniture and fixture, as well as motor vehicles.
Capital Commitments
Our Group had no material capital commitments as at the Latest Practicable Date.
Operating lease commitments
Our operating lease commitments comprise the leases in relation to our leasehold property at Chase
Plaza 12th Floor Jl. Jend. Sudirman Kav. 21 Jakarta 12920 Indonesia and operating branches of BPS
and BPF. We intend to finance our operating lease commitments through internally generated funds.
95
As at 31 December 2010 and the Latest Practicable Date, our operating lease commitments were as
follows:
As at As at the Latest
(IDR’000) 31 December 2010 Practicable Date
Within 1 year 2,258,415 2,589,010

After 1 year but within 5 years 2,341,605 1,319,800
Total 4,600,020 3,908,810
Finance lease obligations
Our finance lease obligations are primarily used to finance our Group’s purchases of computers.
As at 31 December 2010 and the Latest Practicable Date, our finance lease obligations were as follows:
As at As at the Latest
(IDR’000) 31 December 2010 Practicable Date
Within 1 year 120,186 120,167

After 1 year but within 5 years 173,050 119,736
Total 293,236 239,903
FOREIGN EXCHANGE MANAGEMENT
Our Group’s reporting currency is in IDR as our operations are primarily carried out in Indonesia. Our
Group is exposed to foreign currency risk mainly from loans, deposits and investments in funds
denominated in currencies other than IDR. The currencies giving rise to this risk are primarily US$ and
S$. Exposure to foreign currency risk is monitored on an on-going basis by the Group to ensure that
the net exposure is at an acceptable level.
Our Group’s exposure to IDR, US$ and S$ is as follows:
Percentage of operating income denominated in FY2008 FY2009 FY2010

(%) (%) (%)
IDR 96.3 99.1 95.1

US$ 3.7 0.9 4.1
S$ 0.0 0.0 0.8
100.0 100.0 100.0
Percentage of purchases/expenses denominated in FY2008 FY2009 FY2010

(%) (%) (%)
IDR 97.0 97.7 96.6

US$ 0.3 0.5 0.4
S$ 2.7 1.8 3.0
100.0 100.0 100.0
Our operating income and expenses are mainly denominated in IDR.
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Percentage of cash and cash equivalents denominated in FY2008 FY2009 FY2010
(%) (%) (%)
IDR 59.2 84.0 74.4

US$ 35.3 15.0 24.5
S$ 5.5 1.0 1.1
(1)
Australian dollar 0.0 — —
100.0 100.0 100.0
Note:
(1) Not significant.
Our net foreign exchange exposure for FY2008, FY2009 and FY2010 were as follows:
(IDR’000) FY2008 FY2009 FY2010
Net foreign exchange gain/(loss) 1,764,913 (3,558,373) (949,622)

As a percentage of total operating income (%) 1.6 2.7 0.5
As a percentage of profit before income tax (%) 5.1 7.6 1.5
The net foreign exchange losses incurred in FY2009 and FY2010 were mainly due to the depreciation
of the US$ against the IDR which impacted our US$ denominated cash and cash equivalents and
loans.
We do not have a formal hedging policy for the above foreign exchange risk although we may, subject
to the approval of our Board, enter into relevant hedging transactions when necessary, to hedge our
exposure to foreign currency fluctuations. We will also put in place, where necessary, procedures to
hedge our exposure to foreign currency fluctuations. Such procedures will be reviewed and approved
by our Board. By virtue of our business, we are not heavily exposed to any foreign exchange
fluctuations as currently almost all of our income and expenses are denominated in IDR.
SIGNIFICANT ACCOUNTING POLICY CHANGES
The accounting policies have been consistently applied by the Group during the Period Under Review,
except for the changes in accounting policies as discussed in the Independent Auditors’ Report as set
out in Appendix A of this Offer Document.
CONTINGENT LIABILITIES
Our Group enters into joint financing, channelling and sale and purchase of receivables arrangements
with various funding institutions whereby the funding institutions provide joint financing, channelling and
sale and purchase of receivable loans to customers for our consumer financing activities.
The contingent liabilities arise from the loans under the joint financing, channelling and sale and
purchase of receivables arrangements entered into with the various funding institutions. In the event of
default of payments by our customer, our Group is required to take over the loans and make payments
on their behalf. The contingent liabilities are secured against the vehicles which are jointly financed by
our Group and the funding institutions.
Please refer to the section entitled “General Information on Our Group — Business Overview” of this
Offer Document for more details on joint financing, channelling and sale and purchase of receivables
arrangements.
97
The outstanding balances of the loans under joint financing, channelling and sale and purchase of
receivables arrangements with the various funding institutions are set out below:
As at the
As at As at As at Latest
31 December 31 December 31 December Practicable
(IDR billion) 2008 2009 2010 Date
Consumer financing arrangement loans 170.0 206.9 267.8 291.9
For FY2008, FY2009 and FY2010, our Group’s total potential credit risk exposure arising from its total
portfolio of consumer financing and finance lease receivables, including joint financing, channelling and
sales and purchase of receivables arrangements, was approximately IDR 427.2 billion, IDR 513.2
billion and IDR 645.5 billion respectively.
The amount of allowance for doubtful accounts receivables for our consumer financing and finance
lease business for FY2008, FY2009 and FY2010 was approximately IDR 3.9 billion, IDR 4.4 billion and
IDR 4.3 billion respectively. Our allowance for doubtful accounts receivables in FY2009 and FY2010
included approximately IDR 1.1 billion and IDR 1.2 billion respectively for the consumer financing
arising from the loans under the joint financing, channelling and sale and purchase of receivables
arrangements.
For FY2008, FY2009 and FY2010, we have written off IDR 0.3 billion, IDR 2.9 billion and IDR 2.8 billion
of bad debts from our consumer financing and finance lease business respectively. These figures are
based on BPF’s total potential credit risk exposure arising from its total portfolio of consumer financing
receivables, including joint financing, channelling and sale and purchase of receivables arrangements,
for each of the financial years. Although those amounts have been written off, we have continued our
efforts to collect such payments. As of 31 December 2010, we have been able to recover approximately
IDR 0.9 billion of the bad debts that were previously written off.
Further, in the event of default of payment by our customer, we have the right to repossess and sell the
vehicle that was used to secure the relevant loan. As of 31 December 2010, the value of the
repossessed vehicles was approximately IDR 6.9 billion.
Please refer to the sections entitled “General Information on Our Group — Compliance and Risk
Management” and “General Information on Our Group — Our Major Customers” of this Offer Document
for more details on our credit risk management and credit policy respectively.
Save as disclosed in this Offer Document, our Group had no other borrowings or indebtedness (direct
and indirectly) or liabilities (including contingent liabilities) as at the Latest Practicable Date.
CAPITALISATION AND INDEBTEDNESS
The following table, which should be read in conjunction with the Independent Auditors’ Report set out
in Appendix A of this Offer Document and the section entitled “Management’s Discussion and Analysis
of Results of Operations and Financial Position” of this Offer Document, shows our cash and cash
equivalents, capitalisation and indebtedness:
(i) as at 31 December 2010 based on our audited consolidated financial statements;
(ii) as at 31 May 2011; and
(iii) as adjusted for the Invitation.
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As at As at As adjusted for
(IDR billion) 31 December 2010 31 May 2011 the Invitation(3)
Cash and cash equivalents 176.1 183.7 300.4
Indebtedness
Current
Short term bank borrowings (unsecured) — — —
Short term bank borrowings (secured) 154.6 175.9 175.9
Finance lease payables 0.1 0.1 0.1
Non-current
Long term bank borrowings (secured) 68.6 84.8 84.8
Finance lease payables 0.2 0.1 0.1
Total indebtedness 223.5 260.9 260.9
Total shareholders’ equity(1) 252.2 254.7(2) 371.4
Total capitalisation and indebtedness 475.7 515.6 632.3
Notes:
(1) Includes share capital and reserves.
(2) Excludes the dividend payout of approximately IDR 12.0 billion which was declared in April 2011.
(3) Adjusted to include the net proceeds of S$16.7 million or approximately IDR 116.7 billion using the exchange rate as at the
Latest Practicable Date.
Save as disclosed in this Offer Document, since 31 May 2011 and up to the Latest Practicable Date,
there were no material changes in our total capitalisation and indebtedness except for the changes in
our retained earnings arising from our day-to-day operations in the ordinary course of our business.
As at the Latest Practicable Date, the total banking facilities available to our Group amounted to
approximately IDR 942.6 billion, of which IDR 698.7 billion remained unutilised.
Credit Facilities
As at the Latest Practicable Date, our Group’s banking facilities from the funding institutions were as
follows:
Utilised Unutilised
amount as amount as
at the Latest at the Latest
Practicable Practicable Interest Availability
Funding Nature of Facility Date Date rate per of facility
Institutions facility (in IDR billion) (in IDR billion) (in IDR billion) annum until
JPMorgan Unsecured 12.8 4.6 8.2 Prevailing No expiry date,

Chase Bank working interest rate except agreed
capital loan at drawdown by both parties
+ 0.5%
JPMorgan Unsecured 145.1 87.5 57.6 Prevailing 31 May 2012

Chase Bank working interest rate
capital loan at drawdown
+ 0.5%
99
Utilised Unutilised
amount as amount as
at the Latest at the Latest
Practicable Practicable Interest Availability
Funding Nature of Facility Date Date rate per of facility
Institutions facility (in IDR billion) (in IDR billion) (in IDR billion) annum until
JPMorgan Unsecured 42.7 — 42.7 Prevailing 8 February

Chase Bank working interest rate 2012
capital loan at drawdown
+ 0.5%
Bank Mandiri Unsecured 122.0 — 122.0 Intraday fee 4 June 2011(1)

intraday calculated by
facility bank on a daily
basis
Standard Unsecured 50.0 — 50.0 Prevailing 31 March

Chartered intraday interest rate 2011(2)
Bank facility at drawdown
+ 3.75%
Standard Unsecured 100.0 — 100.0 3.00% No expiry date,

Chartered intraday upon except upon
Bank facility utilisation agreement by
both parties
PT Bank CIMB Secured 150.0 — 150.0 3.00% No expiry date,

Niaga Tbk intraday upon except upon
facility utilisation agreement by
both parties
PT Bank Bank 20.0 — 20.0 Prevailing 31 July 2011

Victoria overdraft interest rate
International at drawdown
Tbk
PT Bank Secured term 50.0 50.0 — Prevailing 31 July 2011

Victoria loan interest rate
International at drawdown
Tbk
PT Bank Secured term 100.0 22.2 77.8 Prevailing 1 December

Internasional loan interest rate 2011
Indonesia at drawdown
PT Bank Secured term 100.0 58.5 41.5 Prevailing 12 August 2011

Central Asia loan interest rate
Tbk at drawdown
PT Bank Secured term 50.0 21.1 28.9 Prevailing 19 November

Permata Tbk loan interest rate 2011
at drawdown
Total 942.6 243.9 698.7
Notes:
(1) As at 4 July 2011, this facility had been extended till 4 June 2012 and the facility amount had been increased from IDR 122.0
billion to IDR 285.0 billion.
(2) Pending confirmation of the facility extension from Standard Chartered Bank.
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As at 12 July 2011, BPI and Societe Generale Bank & Trust, Singapore Branch entered into a loan
agreement for the amount of US$3.6 million. Please refer to the section entitled “Interested Person
Transactions — Present and On-going Interested Person Transactions” of this Offer Document for more
details.
To improve short term cash flow and facilitate liquidity for our business operations, we have also
entered into arrangements for joint financing, channelling and sale and purchase of receivables with
other funding institutions, including Bank Mandiri, PT Bank Mutiara Tbk, PT Bank Bukopin Tbk, PT
Bank CIMB Niaga Tbk, PT Bank Rakyat Indonesia (Persero) Tbk and PT Bank DKI. As at the Latest
Practicable Date, the utilised and unutilised portions of the aforementioned arrangements were
IDR 175.9 billion and IDR 278.6 billion respectively.
At the Latest Practicable Date, we had utilised approximately IDR 243.9 billion of our banking facilities,
which comprised mainly unsecured bank loans, secured term loans and intraday facilities for the
purposes of working capital.
As at the Latest Practicable Date, our borrowings for our consumer financing business were secured
by our receivables portfolio of BPF.
As at the Latest Practicable Date, we were not in breach of any of the terms and conditions or
covenants associated with any credit arrangement or bank loan which could materially affect our
Group’s financial position and results of business operations, or the investments by our Shareholders.
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GENERAL INFORMATION ON OUR GROUP
OUR HISTORY
Our Company was incorporated in Singapore under the Companies Act as a private company limited
by shares under the name Malacca Capital Pte. Ltd. on 29 May 2007. On 1 February 2011, our
Company’s name was changed to Malacca Trust Pte. Ltd. and on 12 July 2011, our Company’s name
was changed to Malacca Trust Limited. Our Company is the holding company of our intermediate
holding company, BPI, and our subsidiaries, BPF, BPAM and BPS.
BPI
Our subsidiary BPI, an intermediate investment holding company, was established on 10 November
1999 by the ANJ Group through PT Austindo Investama Jaya, George Santosa Tahija and Martono
Sutanto.
On 4 January 2000, BPI incorporated BPS as its subsidiary, with Ferry Tedjasasmita holding 0.01%
interest in BPS and BPI holding the remaining 99.99%. As at the date of incorporation of BPS and since
28 February 2001, Ferry Tedjasamita and Martono Sutanto were appointed as the president director
and director of BPS respectively until March 2011. Martono Sutanto and Ferry Tedjasasmita are
currently the president commissioner and commissioner of BPS respectively. Martono Sutanto and
Ferry Tedjasasmita were formerly colleagues at PT Bank Indonesia Raya. BPS commenced its
business operation as a securities broker and underwriter after obtaining the business licence issued
by Bapepam on 24 April 2000.
In December 2000, BPI expanded its range of financial services into the asset management business
by acquiring 99.96% of the shares in BPAM (formerly known as PT Bira Aset Manajemen).
As part of the business expansion plan of BPI to expand its foray into the business of consumer
financing of pre-owned passenger and commercial vehicles, BPI and BPS jointly acquired BPF
(formerly known as PT Bina Multi Finance) in November 2004.
From November 2002 to October 2004, ANJ Group’s shares in BPI were purchased through a series
of transactions by Malacca Capital Ltd, which is legally and beneficially owned by Kartini Jusup and her
children, our Controlling Shareholder, and Irena Istary Iskandar, our Chairman and Non-Executive
Director. Kartini Jusup’s husband is Bambang Winsaro Panutomo who was an advisor to BPI from
March 2010 to March 2011. Through several changes in BPI’s shareholding from July 2007 to
December 2010, our Company acquired and as at the Latest Practicable Date, held approximately
99.99% of the shareholding of BPI. The remaining approximately 0.01% of the shareholding of BPI is
held by Harjanto, an employee of our Group.
BPF
Our subsidiary, BPF, which provides consumer financing services, was established on 22 December
1994 under the name “PT Bira Multi Finance” by unrelated third parties comprising PT Anekareksa
Securities Corporation, PT Bank Indonesia Raya and Mr Minor Djumali Widjaja. From 1994 to 2004,
BPF underwent several changes in shareholding and BPF changed its name from “PT Bira Multi
Finance” to “PT Bina Multi Finance” in 2000.
In November 2004, our subsidiaries, BPS and BPI acquired all the shares in the paid-up share capital
of BPF from third parties unrelated to our Group comprising PT Ladangkarya Selarasbuana and Dr
Adytiawarman Setiawan (which had by then owned the shares in the paid-up share capital of BPF). In
April 2007, BPF changed its name from “PT Bina Multi Finance” to “PT Batavia Prosperindo Finance”.
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BPF obtained an operating licence as a multi finance company from the Minister of Finance of
Indonesia on 15 February 1995. Whilst BPF may conduct financial leasing, factoring as well as
consumer financing business, BPF has, since its establishment, focused its business in the consumer
financing sector, mainly in the financing of pre-owned passenger cars and commercial vehicles. Over
the years, the total volume of financing provided by BPF has grown from approximately IDR 22.8 billion
in FY1995 to approximately IDR 259.2 billion in FY2010.
In 2008, BPF was ranked 2nd by Investor Magazine in its 2008 edition amongst multi finance companies
in the IDR 100 billion to IDR 250 billion asset category. BPF was also awarded “Very Good” and “Good”
ratings amongst multi finance companies in the IDR 100 billion to IDR 1 trillion asset category given by
Infobank Magazine in their 2007, 2008, 2009 and 2010 publications. In 2010, BPF was ranked 3rd for
overall performance amongst 71 multi finance companies in the IDR 100 billion to IDR 1 trillion asset
category and 1st amongst publicly listed multi finance companies by the same magazine in its 2010
edition.
Under our management and ownership, BPF was listed on the IDX, raising gross proceeds of
approximately IDR 45.0 billion on 1 June 2009. As part of its listing, it was converted from a private
limited liability company to a public listed company and its name was changed accordingly to “PT
Batavia Prosperindo Finance Tbk.” Post-listing, BPS held approximately 54.99% of the share capital of
BPF.
In September 2010, BPI acquired the shares in the share capital of BPF from BPS as part of the
restructuring of the Group. Subsequent to such acquisition, BPI held approximately 54.99% of the
paid-up share capital of BPF and was obliged under Bapepam Rule No.1X.H.1 to conduct a tender offer
for the remaining shares in the paid-up share capital of BPF. Following the completion of the tender
offer in December 2010, BPI owned approximately 93.66% of the share capital of BPF. As at the Latest
Practicable Date, BPI owned 95.00% of the paid-up share capital of BPF and the remaining paid-up
share capital of BPF was held by members of the public.
BPAM
Our subsidiary, BPAM, which provides asset management services, was established on 12 February
1996 under the name of “PT Bira Aset Manajemen” by various parties including PT Bank Indonesia
Raya and PT Ladang Karya Selarasbuana which are third parties unrelated to our Group and certain
selected key employees of PT Bank Indonesia Raya. Our subsidiary, BPI, acquired 99.96% of BPAM
in December 2000 from PT Bank Indonesia Raya, PT Ladang Karya Selarasbuana and various third
parties unrelated to our Group. Our Executive Director and CEO, Rudy Johansen, became a
shareholder of BPAM in 2006. After subsequent share transactions, the current shareholders of BPAM
are BPI and our Executive Officer, Lilis Setiadi.
BPAM obtained an investment manager business licence issued by Bapepam as an investment

manager on 14 June 1996. BPAM subsequently started its commercial operations in the same year.
The company’s name was subsequently changed to “PT Batavia Prosperindo Aset Manajemen” on
21 February 2001.
Despite there being periods of uncertainty for the Indonesian asset management industry since the
establishment of BPAM, BPAM has developed its business significantly and BPAM’s total assets under
management has grown from less than IDR 100.0 billion in FY1996 to approximately IDR 9.0 trillion in
FY2010.
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Over the years, some of our funds have achieved awards and ratings for its performance, such as:
• Batavia Dana Kas Maxima (Money market fund)
Rating of “idAAAf”, being the highest rating in this category, by PT Pemeringkat Efek Indonesia
(PEFINDO) for the period from 11 August 2010 to 21 September 2010
• Batavia Dana Saham (Equity fund)
Ranked 1st in top equity funds based on the five (5) year risk adjusted return ratio, assets under
IDR 1 trillion (Investor Magazine, March 2011 edition)
Ranked 1st in top equity funds based on the seven (7) year risk adjusted return ratio, assets under
IDR 1 trillion (Investor Magazine, March 2011 edition)
Nominated 4th best performance for stock mutual fund (PT Financial Bisnis Informasi 2007)
Nominee in best mutual funds category (Bisnis Indonesia, 20 June 2006)
Nominee for 3rd best performance for stocks mutual fund (PT Financial Bisnis Informasi, 10
February 2006)
Ranked 4th in top equity funds based on the three (3) year risk adjusted return ratio (Investor
Magazine, No.118, Th VII, 22 February 2005 to 7 March 2005)
Ranked 2nd in top equity funds based on the one (1) year risk adjusted ratio (Investor Magazine,
No.118, Th VII, 22 February 2005 to 7 March 2005)
Outstanding achievement for “Most Selected Fund” on Bank Mandiri Reksa Dana Fair 2006 (Bank
Mandiri, 2006)
• Batavia Dana Saham Syariah (Syariah equity mutual fund)
“Best Islamic Equity Fund 2009” (Investor Magazine, 2009 edition)
BPAM’s commitment to professionalism and corporate governance is reflected by the quality

management certification ISO 9001:2000 (mutual fund management; marketing; investment operation
and compliance) obtained on 17 December 2007. BPAM subsequently received the ISO 9001:2008
(sales and marketing, compliance and risk management, investment operation, portfolio management
and product development) on 17 December 2010.
BPAM was ranked as the 7th largest fund manager based on assets under management for mutual
funds for the period from December 2009 to January 2011 by Investor Magazine in its publication on
March 2011.
BPS
Our subsidiary, BPS, which provides brokerage, margin financing and corporate finance advisory
services in Indonesia, was established on 4 January 2000 as a subsidiary of BPI.
BPS obtained an underwriting licence issued by Bapepam on 24 April 2000. The same license also
allows BPS to carry out securities brokerage activities. BPS subsequently started its commercial
operations in the same year.
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In recent years, BPS had advised or was involved in several major transactions in Indonesia.
2009 BPS was the joint lead underwriter in the IDR 45 billion initial public offering by BPF
BPS was the arranger in the IDR 500 billion medium-term notes issuance by PT Astra Sedaya
Finance
BPS was the joint arranger in the IDR 500 billion medium-term notes issuance by PT Federal
International Finance
2007 BPS was the joint lead underwriter in the IDR 575 billion bond offering by PT Surya Citra Televisi
2006 BPS was the joint lead arranger in the USD 35 million high yield global bond issuance by Empire
Capital Resources Pte. Ltd.
BPS was the joint lead arranger in the USD 279 acquisition funding by PT Berau Coal
2004 BPS was the lead underwriter in (i) the IDR 300 billion subordinated bond issuance by PT Bank
Buana Indonesia Tbk and (ii) the IDR 275 billion bond issuance by PT Branta Mulia Tbk
2003 BPS was the lead underwriter in the IDR 350 billion bond offering by PT Surya Citra Televisi
For FY2010, BPS’ equity trading value was approximately IDR 16.5 trillion based on figures published
by the IDX. In FY2010, BPS was also the 3rd largest bonds broker for secondary market trading in
Indonesia based on an annual fixed income trading value of approximately IDR 34.3 trillion based on
figures published by the IDX.
Proposed investment in the insurance industry
Pursuant to the Share Subscription Agreement entered into between Wuwungan, BPI, BPF, and
existing shareholders of Wuwungan, BPI and BPF collectively subscribed for approximately 86.32% of
the enlarged paid-up share capital of Wuwungan. Further, pursuant to the Share Purchase Agreement,
BPI purchased approximately 3.19% of the enlarged paid-up share capital of Wuwungan from Rudy
Alexander Wuwungan. As a result, BPI and BPF will hold approximately 64.51% and 25.00% of the
enlarged paid-up share capital of Wuwungan respectively upon completion of the Share Subscription
Agreement and the Share Purchase Agreement. Please refer to the section entitled “General
Information on Our Group — Our Proposed Investment in the Insurance Industry” of this Offer
Document for more details on our proposed investment.
BUSINESS OVERVIEW
The Group provides a wide variety of financial services to a diverse customer base including both retail
and institutional customers in the Indonesian market. The Group’s business comprises three (3) main
segments as follows:
(a) consumer financing;
(b) asset management; and
(c) brokerage, margin financing and corporate finance advisory.
The products and services in each of the segments set out above are provided by our subsidiaries BPF,
BPAM and BPS respectively. We have set out further details in relation to each of the segments below.
(a) Consumer Financing
We provide consumer financing of primarily pre-owned passenger cars and commercial vehicles.
For the specified period during such financing, we charge an interest and repayment is to be made
over a periodic instalment payment schedule. The period of financing extended by us is typically
between one (1) and four (4) years. To a much lesser extent, we also provide finance lease for
heavy equipment.
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As at 31 December 2010, our subsidiary, BPF, has 25 branches and offices in Indonesia’s major
cities, covering the islands of Java, Sumatera, Kalimantan, Sulawesi and Bali.
Our consumer financing operations generally involve BPF taking a security interest in the relevant
pre-owned passenger cars and commercial vehicles in return for BPF’s financing of the loan.
Upon the customer’s full settlement of the loan, the motor vehicle ownership book is returned by
BPF to the customer. During the term of the loan, if the customer breaches the contract prior to
the conclusion of the financing contract, BPF has the right to repossess the vehicle. The vehicles
repossessed by BPF are sold to third parties in Indonesia such as vehicle show-rooms for resale.
As at 31 December 2010, in terms of vehicular units financed by us, approximately 98% of our
customers are individual customers for pre-owned passenger cars and commercial vehicles,
whereas in terms of the amount financed, approximately 94% of our customers are retail
customers. On a smaller scale, we also provide financing of commercial vehicles such as pick-ups
and trucks to corporate customers in industries relating to the mining, agribusiness and consumer
goods for their shipment of goods.
Our major funding institutions are banks which provide us with term loans and credit facilities in
relation to our consumer financing operations. In return, we grant a security interest over our
account receivables to them.
As part of our consumer financing business, we enter into arrangements for joint financing,
channelling and sale and purchase of receivables with some of our major funding institutions to
improve short term cash flow and facilitate liquidity for our consumer financing business
operations. Please refer to the section entitled “General Information on our Group — Our Major
Suppliers” of this Offer Document for further details of our major funding institutions.
In a joint financing arrangement, BPF and a funding institution enters into a joint financing
cooperation agreement, whereby the funding institution and BPF agree to provide joint financing
facilities to the customer and BPF acts as the facility agent of the funding institution. Pursuant to
the joint financing cooperation agreement entered into between BPF and the funding institution,
the funding institution agrees to jointly grant loans with BPF to the end customer at a fixed interest
rate. In the event BPF’s customer requires financing of a vehicle, BPF, the funding institution and
the customer will enter into the loan agreement. The funding institution’s portion of each
customer’s loan is typically between 90% and 99% of the joint financing facility and the remaining
1% to 10% is financed by BPF. BPF will earn the interest rate spread between the interest rate
charged to the customer and an agreed interest rate under the joint financing cooperation
agreement on the aforesaid 90% to 99% joint financing facility between the funding institution and
ourselves. Pursuant to the joint financing arrangement, a security interest is granted over the
ownership of the vehicle to the relevant funding institutions and BPF proportionately until full
settlement of the loan is made by the customer.
In a channelling arrangement, a funding institution grants a loan to the end customer for the
purchase of a motor vehicle and the funding institution acts as the creditor and the end customer
as the debtor. We act as the distributor of such a loan for the purchase of the vehicle by the end
customer. The loan agreement is entered into between the customer and us and a power of
attorney is granted to us to act for and on behalf of the funding institution. In the event of a default
of payment by the customer to the funding institution, the funding institution may claim against us.
BPF will earn the interest spread between the interest rate charged to the customer and an agreed
interest rate stipulated under the channelling agreement between the funding institution and us.
The motor vehicle ownership book is retained by the funding institution and in the event of default
of payment by the customer, the funding institution will approach us for payment of the loan. Upon
our settlement of the outstanding loan, the funding institution will transfer the motor vehicle
ownership book to us.
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In an arrangement for the sale and purchase of receivables to a funding institution, we typically
sell up to 95% of our accounts receivables on any given consumer financing loan portfolio to the
funding institution. The remaining 5% is financed by BPF. BPF will earn the interest rate spread
between the interest rate charged to the customer and an agreed interest rate under receivables
sales agreement on the aforesaid 95% accounts receivables between the funding institution and
ourselves. Pursuant to the sale and purchase of receivables arrangement, a security interest is
granted over the title to the vehicles to the relevant funding institutions and BPF, in the proportion
of up to 95% to the funding institution and the remaining 5% is retained by BPF.
The funding institutions generally charge us an upfront one-off administrative fee for the joint
financing, channelling and sale and purchase of receivables arrangements. Under the joint
financing, channelling and sale and purchase of receivables arrangements, we reserve the right
to determine the interest rate applicable to the customer.
For the above arrangements, we undertake from the funding institution the full credit risk of default
of payment by the customer in, inter alia, the following situations:
(a) the customer is included in the list of non-performing loans or the blacklist issued by the
Bank of Indonesia and/or the Indonesian Financial Services Association (APPI) from time to
time;
(b) the review and analysis report carried out by the funding institution is not in line with the
instructions for drawdown and supporting documents provided by BPF;
(c) there is a fictitious debtor;
(d) there is a double financing against the same vehicle;
(e) the financing of the vehicle exceeds the amount stipulated in the funding institution’s terms
and conditions;
(f) data delivered by BPF to the funding institution is incomplete, false or not delivered within
the agreed period of time;
(g) the vehicle is seized by BPF because of the customer’s delay in payment of loan
instalments; and
(h) the price of vehicle under the loan agreement exceeds the standard market price.
In the event of the above situations pursuant to the joint financing, channelling and sale and
purchase of receivables arrangements, the ownership of the motor vehicle will be transferred to
BPF upon full settlement of the indebtedness by BPF.
For FY2008, FY2009 and FY2010, our net operating income from consumer financing was
approximately IDR 39.3 billion, IDR 53.5 billion and IDR 72.2 billion, representing 36.7%, 39.8%
and 38.8% of the total operating income excluding other income of our Group respectively.
As of 31 December 2010, BPF had total receivables of IDR 259.2 billion from its financing
operations and its total potential credit risk exposure arising from the total portfolio of consumer
financing receivables, including joint financing, channelling and sale and purchase of receivables
arrangements, was approximately IDR 645.5 billion.
(b) Asset Management
We offer asset management services. Our services include management of various portfolios
through diversified mutual fund products and bilateral discretionary contracts.
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We offer the following types of funds to our customers:
(a) money market funds: mutual funds which invest only in money market instruments and debt
securities with maturity periods of less than one (1) year, designed to be highly liquid and to
attain return on investment higher than time deposits with banks;
(b) fixed income funds: mutual funds that invest at least 80% of the assets under management
in debt securities instruments and the remaining amount in money market instruments,
designed to attain return on investment higher than that of money market funds in the
medium to long term;
(c) balanced funds: mutual funds that invest in a combination of stock instruments, debt
securities and money market instruments, designed to attain optimum return on investment
in the medium to long term, with moderate risk;
(d) equity funds: mutual funds that invest at least 80% of the assets under management in
equity securities and the remaining amount in money market instruments and debt
securities;
(e) syariah funds: mutual funds that invest in equity, debt securities or money market
instruments in accordance with the principles of Islamic law, which aim to maintain capital
values and achieve an income level which is continuously increasing in the medium to long
term;
(f) capital protected funds: mutual funds that invest in bonds to provide protection to the initial
investment value while investing in equity securities and/or other financial instruments to
provide additional returns to the overall portfolio over a specific period of time;
(g) private mutual funds: mutual funds that invest at least 80% of its portfolio in equity securities,
designed to attain optimum return on investment in the long term, with a significantly higher
level of risk; and
(h) bilateral, discretionary service contracts: contracts that are designed to assist corporations,
institutions and/or pension funds expecting to achieve a certain investment target with
specifically chosen investment strategies or policies.
We mainly distribute our products to investors through a network of selling agents comprising
commercial banks and financial institutions.
Our selling agents include Bank Mandiri, HSBC, PT Bank Commonwealth, PT Bank DBS
Indonesia, PT Bank Negara Indonesia (Persero) Tbk, PT Bank Permata Tbk, PT Bank UOB
Indonesia and Standard Chartered Bank.
As at 31 December 2010, our total assets under management was approximately IDR 9.0 trillion
and we manage more than 40 funds including one (1) money market fund, three (3) fixed income
funds, three (3) balanced funds, three (3) equity funds, one (1) syariah fund, 32 capital protected
funds, ten (10) private mutual funds and one (1) bilateral discretionary service contract.
Our Investment Philosophy
The key drivers of our investment philosophy are:
• Value approach and stock-picking
• Investment for the long-term
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Our investment philosophy is built around two (2) key characteristics, namely quality and value. We
consider quality securities to be those of fundamentally sound entities with proven track record, good
corporate governance and sound financials with low to medium employee turnover for long term
investment. Value refers to those situations where we believe the security is relatively undervalued and
has above average earnings growth. Our goal is to construct portfolios built upon these key
characteristics.
Our Investment Process
There are five (5) stages that BPAM goes through prior to making investment decisions.
A. Macroeconomic analysis
This stage is fundamental in our investment decision. Key market drivers such as gross domestic
product, general interest rate environment, growth prospects, fiscal and monetary policy, country
ratings and political stability are factors in determining our overall asset allocation. We use various
sources for macroeconomic outlook including in-house research and independent secondary
research. For in-house research, we compile data from various news sources as well as
communication with relevant industry experts. For independent secondary research, we use
brokerage houses as our source of information and data.
B. Asset allocation
Based on the above macroeconomic assumptions, we establish our asset allocation for each
fund. We will determine the percentage allocation of equity, fixed income, cash and other asset
classes within each such fund. Asset allocation for each fund has to be approved by the
investment committee (“Investment Committee”). The Investment Committee currently
comprises Lilis Setiadi, Anto Sandjaja (Head of Investments) and Martono Sutanto.
C. Sector allocation
Macroeconomic analysis is also used as a base in our sector allocation and our preference for any
given sector may depend on the key market drivers indicated above. Sector allocation has to be
approved by the Investment Committee.
D. Pre-approved list of securities
Once we have our sector allocation approved, the pre-approved list of securities is determined
based on an analysis covering the following:
• Management: integrity, focus on core business, ability to execute
• Industry attractiveness: market share, pricing power
• Financials: capital structure, cash flow generation, balance sheet
• Profitability: earnings growth, earnings visibility, return on equity
• Relative Valuation: fair value estimates, price review targets
• Liquidity of securities
• Credit
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• Avoidance of potential conflict of interest in restricted list of securities and insider dealing.
This list of securities has to be approved by Head of Investments, Anto Sandjaja.
E. Portfolio construction
Our investment managers will construct their individual portfolios based on asset allocation,
sector allocation and pre-approved security list, subject to the following investment guidelines:
• Only invest in securities on pre-approved list
• Single issuer limit of no more than 10% of the portfolio is invested
• For primary market, only invest in securities offered in a public offering
• No short-selling or margin trading
• No leverage or collateralisation
In addition, our Investment Committee uses both the bottom-up analysis (such as independent
reviews) and top-down analysis (such as risk mapping and scenario analysis by the risk
management committee) to assess risks and returns.
Fee Structure
As an asset manager, BPAM is entitled to receive a portfolio management fee for each fund it manages.
The portfolio management fees are derived as a percentage of the net asset value of the relevant fund.
Prior to July 2009, we charged our end customers selling fees for the subscription, redemption and
switching of mutual funds. This had been discontinued since July 2009 after we transferred our
branches to BPS and focused on mutual fund distributions through our selling agents.
For FY2008, FY2009 and FY2010, our operating income from asset management was approximately
IDR 47.5 billion, IDR 47.8 billion and IDR 56.6 billion, representing 44.3%, 35.6% and 30.4% of the total
operating income excluding other income of our Group respectively.
Central Dealing
Previously, the function of dealing was conducted by the respective fund managers. From January
2011, fund managers must not engage in the actual buying or selling of securities as required by
regulations of Bapepam. Instead, these transactions are to be conducted by the in-house dealer(s).
Pursuant to the aforesaid change in regulations, BPAM has employed an in-house dealer in January
2011 to pool all buy and sell orders for better execution and allocation amongst portfolios.
Third Party Custodians and Administrators
When we set up our fund portfolio, we select and arrange for the appointment of the relevant custodians
and administrators. To manage our credit risk, we select custodians and/or administrators which belong
to reputable financial institutions with good credit ratings. Upon selection of such custodian banks, we
enter into a collective investment contract with the custodian bank. The capital for the investment,
proceeds of sale, cash and securities purchased are held by the custodians. Administrators are
appointed typically for the general administration of the relevant funds which includes arranging for the
issue and redemption of units/shares, calculation of asset valuations and fees and the maintenance of
the books and records.
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Our Investment Team
As at 31 December 2010, our investment team comprised three (3) senior fund managers as well as
three (3) fund managers and one (1) analyst. Each of our senior fund managers has more than five (5)
years of experience in asset management.
(c) Brokerage, Margin Financing and Corporate Finance Advisory
We offer the following services in Indonesia:
(a) Brokerage services comprising (i) equity brokerage and (ii) fixed income brokerage;
(b) Margin financing; and
(c) Corporate finance advisory services.
As at 31 December 2010, aside from our head office in Jakarta, BPS had nine (9) branches
throughout Indonesia, including Medan, Palembang, Surabaya, Bandung, Malang, Semarang,
Yogyakarta, Makassar and Jakarta.
For FY2008, FY2009 and FY2010, our net operating income from BPS was approximately
IDR 20.3 billion, IDR 33.1 billion and IDR 57.3 billion, representing approximately 19.0%, 24.6%
and 30.8% of the total operating income excluding other income of our Group respectively.
Brokerage Services
We offer brokerage services comprising (i) equity brokerage and (ii) fixed income brokerage (including
promissory notes, medium term notes, floating rate notes, treasury bonds, recapitalisation bonds,
corporate bonds and government bonds) to our customers by acting as an intermediary between
buyers and sellers to facilitate transactions.
We are compensated for equity brokerage via commission after the transaction has been successfully
completed. Such brokerage fee is typically based on a percentage of the transaction. BPS acts as an
agent of the buyer or seller (as applicable) but does not own title to the security at any point during the
transaction. We are compensated for fixed income brokerage based on the price spread between the
buy and sell price in the over the counter market.
We also offer access to the same services through our online portal known as “BPonline” to tap on
customers who prefer to use online services. These customers directly trade equities in real-time during
the IDX trading hours, enjoy access to real time quotes and market news and commentaries,
personalised portfolio tracking, charting and quote applications, and chat live with our team of research
analysts. As at 31 December 2010, we had more than 190 registered online customers.
Margin Financing
Margin financing refers to the offering of securities-backed financing to our customers who wish to
purchase securities on a margin basis. Margin financing offers funding flexibility to our customers by
assisting them to leverage on their investments. Our margin financing services are complementary to
our brokerage business.
Margin financing is provided to our customers only if the relevant securities are listed in our approved
margin securities list issued from time to time. This list of marginable securities is determined by the IDX
which announces the list on the last working day of each month.
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The salient terms of a typical margin financing arrangement with a customer are as follows:
(a) The customer shall deposit an initial deposit value to his margin securities account being a
minimum amount of 50% of the purchasing value of the relevant securities at the time of
transaction or IDR 200 million, whichever is higher;
(b) The margin ratio is kept at a maximum of 65% of loans to assets ratio (“Margin Ratio”) and if the
trade exceeds the Margin Ratio, the trade will be automatically rejected. In the event the
customer’s marked-to-market asset value deposited with BPS (“Asset Value”) decreases and
breaches the Margin Ratio, the deposit fulfilment request letter will be delivered to the customer
and the customer shall maintain the Margin Ratio by increasing their Asset Value within the next
three (3) stock exchange trading days;
(c) In the event the customer does not maintain the Margin Ratio within such time, we shall have the
right to seize and sell the assets deposited with us until the Margin Ratio is restored;
(d) In the event the Margin Ratio exceeds 80%, the customer shall, in the same stock exchange
trading day, deliver the securities and/or cash fund to his margin securities account until the
Margin Ratio is restored. In the event there is such breach in the Margin Ratio, we have the
discretion to immediately sell the securities in the margin securities account until the Margin Ratio
is restored with or without giving any prior notice to the customer; and
(e) The customer also provides us with an irrevocable power of attorney with substitution rights for
and on behalf of the customer to conduct the following:
(i) To open a securities sub-account with the Indonesian Securities Custodian Central;
(ii) To act as a broker in performing and executing securities trade transaction;
(iii) To liquidate, sell and/or assign the securities (including but not limited to margin securities)
as BPS deems necessary, privately or by auction, and to receive the proceeds of such
liquidation, sale or assignment;
(iv) To debit the customer’s securities account (including but not limited to regular securities
account and the margin securities account) for all applicable cost, transaction charge, taxes
and any other charges; and
(v) To conduct any other things that in the opinion of BPS is necessary to be done in relation
with regulations and general provision compliance.
The margin financing shall terminate immediately in, inter alia, the following events:
(a) The customer defaults, deviates and/or violates the terms of the margin financing agreement
and/or confirmation letter, including a breach of the Margin Ratio;
(b) The customer breaches the prevailing applicable laws and regulations in Indonesia; or
(c) The customer has passed away, is declared a bankrupt by the court, is liquidated, or is acquired
by other party (as the case may be).
Interest rates charged for our margin financing in the past three (3) financial years ended 31 December
2008, 2009 and 2010 ranged from 18% to 20% per annum. In determining the interest rate, reference
will be made to the historical trading frequency and value of the customer on our brokerage business
operations.
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During the Period Under Review, the maximum outstanding balance in our margin financing loans was
approximately IDR 197.5 billion. As at 31 December of each of 2008, 2009 and 2010, the amounts of
margin financing loans were approximately IDR 16.3 billion, IDR 12.6 billion and IDR 24.5 billion
respectively, and total market value of securities pledged as collateral in respect of our margin financing
loans were IDR 16.9 billion, IDR 50.1 billion and IDR 51.2 billion respectively.
Corporate Finance Advisory Services
We provide corporate finance advisory services, including the provision of advice on mergers and
acquisitions, debt restructuring, underwriting, private placements, investment, refinancing, fund raising
and financial planning.
Some of our more senior employees have significant experience in providing corporate finance
advisory services to corporations. Our customers consist of public listed companies, private
corporations, onshore and offshore firms and multi-national corporations. We provide customised
services suitable to each customer’s needs.
As part of our corporate finance advisory services, we also offer corporate fund raising advisory
services to its corporate customers covering a number of business sectors and industries, including
multi finance, property, chemical, coal mining, plantation, manufacturing and telecommunications. Our
corporate finance activities include financing arrangement of offshore and onshore finance loans and
corporate loans to domestic enterprises. Most of these loans are for general corporate purposes and
for working capital. Many of our offshore and onshore customers are those with whom we have a
long-standing relationship and who look to BPS to continue to seek available funding as they move into
new markets.
COMPLIANCE AND RISK MANAGEMENT
The Group’s core businesses, comprising consumer financing, asset management and brokerage,
margin financing and corporate finance advisory services, carried out by BPF, BPAM and BPS
respectively, are primarily subject to credit, liquidity, market, interest rate, exchange rate and
operational risks. Please note that these risks are not exhaustive and you should refer to the section
entitled “Risk Factors” of this Offer Document for other risks which may be applicable to our Group.
Given the differing nature of the businesses, the Group currently does not have a uniform compliance
and risk management policy for all of its business operations. As such, each of our business units has
its own set of compliance and risk management policies and risk management personnel to manage
risks and these personnel report to our Executive Officers, namely Markus Dinarto Pranoto, Lilis Setiadi
and Vientje Harijanto who are the heads of business of BPF, BPAM and BPS respectively.
A. Credit Risk Management
Credit risk is the risk of loss arising from a customer’s inability to meet its financial obligations.
Credit risk can also arise from operational failures that result in unauthorised or inappropriate
advance, commitment or investment of funds. The Group is exposed to credit risk through its
consumer financing business, its provision of brokerage, margin financing and corporate finance
advisory services.
Consumer Financing
The principal features of our credit policy are:
• Information gathering by CMOs;
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• Centralised department for customer credit approval;
• Debt collection policy; and
• Managing the quality of our receivables portfolio.
Information gathering by CMOs
The “5 C’s of credit” are used as a reference when considering a request for a loan. These
comprise the following:
• Capacity — sufficient cash flow to service the financial obligations
• Collateral — value of the asset securing the debt
• Character — integrity
• Capital — net worth
• Conditions — current and potential status of the customer and the economy in general
After the initial credit application, a CMO begins the information gathering, due diligence and
confirmation process required for the loan to be provided to the customer. This due diligence
process typically includes data collection and analysis dependent on the customer’s age,
collateral appraisal based on the condition of the vehicle, occupation and income analysis (or
gross profit analysis for corporate customers), debt serviceability, review of debt history, site visit
to the customer’s home and work location, interview with the customer, credit limit confirmation,
and confirmation of the terms of the credit application, including pricing, contract terms, collateral
details and credit facility amount. Subsequent spot checks at the customer’s residence, work
location and interviews with neighbours and colleagues may also be carried out by the CMOs.
The relevant checks are also carried out on the relevant guarantors, where applicable. In addition,
the CMO also carries out checks on the customer’s family details based on his identity card and
family card. Both cards are issued and registered by local authorities, Rukun Tetangga, which is
approved and authorised by Rukun Warga, which are ultimately supervised by the state
authorities.
To ensure that the value of the vehicle reflects the existing market value, at least three (3)
valuations from automobile showrooms in the relevant area for a similar model and vehicle age
are made for purposes of ascertaining the value of the vehicle. Generally, BPF requires a higher
down payment for older vehicles since the residual value of the vehicle is lower than a newer car
of the same model.
Each credit assessment report by the CMO is considered based on its merits on a case by case
basis.
Centralised department for customer credit approval
The time taken for the CMO to gather the necessary information is typically one (1) to three (3)
days, although this may sometimes take longer as some of BPF’s customers may be living in
remote villages that are not easily accessible and more time is required for the CMO to reach the
customer. Nonetheless, our centralised credit approval process for credit applications and credit
assessment reports allows disbursement of the loan to the customer within 24 hours after the
credit facility has been approved.
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BPF has established several stages to process customer’s credit applications and all approvals
of customers are centralised at the head office level. The various stages are set out as follows:
(a) The CMO conducts “KYC” and all the necessary due diligence checks on the customer, and
generates a report on each individual customer with necessary information plus site visits to
customer’s home and office. This process takes about one (1) to three (3) days to complete.
(b) A credit assessment report is submitted to the CMO’s supervisor for review. The CMO may
be requested to follow up on any additional comments or requests for further information.
The supervisor may also conduct additional customer surveys if deemed necessary.
(c) The credit assessment report reviewed by the CMO’s supervisor will be submitted to the
relevant branch manager for approval. The branch managers may also conduct additional
customer surveys if deemed necessary.
(d) The credit assessment report will be sent from the branch manager to the division head of
marketing and division head of credit control, who jointly have lending authority of up to
IDR 100 million.
(e) For loans above IDR 100 million, the approval has to be granted by the credit committee in
the head office.
At each stage of the process, should the relevant approving officer require more information or
have additional queries on the credit application, the CMO will perform additional checks to satisfy
the approver. The approving officer at each relevant stage also has the discretion to proceed to
make his/her own checks for verification purposes.
Debt collection policy
BPF has a streamlined debt collection policy that applies to all its branches across Indonesia for
consistency of business operation. The debt collection policy is set out below:
(a) Within three (3) days before payment falls due, the CMO and collection desk staff will
contact the customer to remind him to make the relevant payment.
(b) If payment is not made within seven (7) days after the date where payment falls due, a
warning letter is issued to the customer (“First Warning Letter”).
(c) A second warning letter is issued to the customer seven (7) days after the First Warning
Letter is sent to the customer (“Second Warning Letter”).
(d) If payment is still not made within seven (7) days after the Second Warning Letter, a final
warning letter is issued (“Final Warning Letter”).
(e) If seven (7) days after the issuance of the Final Warning Letter, payment is still not made,
we will either repossess the vehicle and auction it off through various car showrooms or
continue to pursue payment from the customer if the loan agreement is close to maturity.
Managing BPF’s asset quality and measuring BPF’s performance
In addition, the delinquency rates of the customers are centrally monitored by BPF’s head office
on a daily basis with the branch managers and the division head of credit control. On an annual
basis, each branch will present the branch’s performance to our management, including
profitability, delinquency rate and targets will be set for the following year.
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We have an internal audit department which performs random checks on customers to assess the
repayment quality of the loans. Compliance with Bapepam regulations is monitored by the
compliance personnel.
Asset Management
Compliance
Investments in our funds are either made directly by our customers or through our network of
selling agents comprising commercial banks and financial institutions.
For direct applications to BPAM, the relevant application forms are processed and the “KYC”
process is duly completed for each customer. After the sales team has finalised the application
forms, they are sent to the compliance team for approval. Once the compliance team approves
the relevant documentation, the account may be opened for such investor(s).
For applications made through our network of selling agents, the selling agents will ensure the
completeness of the application forms and “KYC” process for the customers.
Our compliance and risk management department also assesses operational functions, portfolio
quality, human resource risks and specific issues in finance accounting.
In addition, the Investment Committee ensures that the concentration limits are set for
counterparties based on their credit ratings and other considerations, and such limits are reviewed
periodically. We conduct monthly and ad-hoc Investment Committee meetings to assess the asset
allocation, sector allocation and stock universe for each portfolio.
Bapepam inspects BPAM from time to time and our compliance and risk management department
produces a daily compliance report to monitor if there is any breach of Bapepam regulations. The
department also produces a daily risk management report to monitor if there is any breach against
any investment threshold for each portfolio. The daily compliance report is distributed to the fund
managers and Investment Committee members. We use an integrated portfolio system known as
“SIAP” to alert our compliance and risk management department whenever our portfolios breach
the collective investment contracts and/or Bapepam regulations.
The principal features of the compliance and risk management for provision of our brokerage and
margin financing services include:
• Customer approval process;
• Trades to meet certain set limits; and
• Managing the quality of our collateral.
Customer approval process
Applications for brokerage and margin financing services by new customers are handled by our
compliance department which ensures that the relevant application forms and “KYC” compliance
requirements are completed. If we are made aware that such new customers have securities
accounts with other brokerage companies either through disclosure in the application forms or
through cross checks by our compliance department, the compliance department will carry out
informal credit worthiness checks with such other brokerage companies on a case by case basis
to ensure the customer is suitable for margin financing.
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Prior to granting approval on credit limits for any customer, BPS applies its policies and
procedures for evaluating the financial condition and trading history of its customers.
The customer approval process is set out below:
(a) Checking of account opening forms;
(b) New customers will go through a trading limit assessment process, including an examination
of their payment history, historical trading limits, funds and shares owned; and
(c) For customers who are trading for the first time, there is no such historical information to rely
upon. Currently, the account opening for such customers is approved as long as they have
sufficient cash.
Trades to meet certain general limits set by BPS
We utilise the S21 system to manage our credit risks through monitoring of our real-time margin
ratio and trading limits by our risk management personnel.
Our risk management personnel generates daily reports on any particular outstanding margin
financing accounts. The risk management personnel will review such reports and take action as
necessary.
We implement several credit risk policies that would minimise exposure to risks in our typical
brokerage and margin financing arrangement. Please refer to the section entitled “General
Information on Our Group — Business Overview” of this Offer Document for further details.
Managing BPS’ asset quality and measuring BPS’ performance
We rely on a list of marginable securities approved by the IDX as acceptable collaterals for margin
financing purposes. Our valuation of such securities is calculated based on guidelines issued by
the Indonesian Central Clearing and Guarantee Institution (KPEI).
Our risk management and compliance personnel carry out meetings from time to time to review
the repayment records of customers and newly granted credit limits to ensure the asset quality of
the collateral.
B. Market Risk Management
Market risk refers to risk relating to and/or arising from the changes in the equity and debt capital
markets.
Due to the nature of our business, our consumer financing business is not significantly affected
by market risk.
Active market risk management is critical to the operation of our asset management business.
The Investment Committee adopts certain policies and procedures in managing the various risks
applicable to its operations including setting of investment limits daily for securities level and
monthly for sector and asset allocation review.
In respect of providing brokerage and margin financing services, we review the credit granted to
customers to identify our exposure to the risk especially during adverse stock market conditions.
During trading hours, the credit and risk management and compliance personnel and dealers
monitor our customers’ trading activities. If there is a drop in collateral value which adversely
affects the Margin Ratio, follow up action such as reducing the Margin Ratio for the pledged
securities and requiring customers to top up the value of their collaterals would be taken if
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required. Margin calls would be made to customers if the outstanding margin financing loan
balances exceed the collateral value of customers’ portfolio. If the customer does not meet the
margin call within the stipulated time, we may liquidate the customer’s position. Please refer to the
section entitled “General Information on Our Group — Business Overview” section of this Offer
Document for a description on the Margin Ratio.
C. Liquidity Risk Management
We are subject to the risks of inadequate funds on a short term and long term basis.
To ensure that we maintain sufficient funds, we seek to maintain cash balances and loan facilities
to meet expected requirements for a period of at least 180 days. Joint financing, channelling and
sale and purchase of receivables arrangements with funding institutions in Indonesia also
increase the liquidity of our consumer financing business. Please refer to the section entitled
“General Information on Our Group — Business Overview” of this Offer Document for more
information.
For our asset management business, at the fund level, our Investment Committee minimises
liquidity risk by taking to account the liquidity and market capitalisation of a stock and by also
ensuring that concentration limits are set for each industry and single stock positions (in terms of
proportion of fund size and proportion of issued capital of the investee company) and these are
reviewed periodically.
Our brokerage, margin financing and corporate finance advisory business is exposed to liquidity
risk arising from its margin financing loans segment and also arising from the timing differences
between the receipt of payment from our customers and our payment deadlines to our
counterparts. To minimise this risk, we have a list of marginable securities which we believe are
reasonably liquid and we also obtain intraday facilities and short term money market loan facilities
from various commercial banks including Bank Mandiri, Standard Chartered Bank, PT CIMB
Niaga Tbk and Societe Generale Bank & Trust.
The intraday facilities allow our brokerage, margin financing and corporate finance advisory
business to settle securities transactions arising from securities comprising shares and bonds in
both the over the counter market and the IDX. The short term money market loan facilities allow
our brokerage, margin financing and corporate finance advisory business to fund day to day
deposits, to be pledged at the clearing depository to sustain the trading limit.
D. Operational Risk Management
Operational risk is the risk of loss resulting from inadequate or failed internal technological
processes and systems, human errors or external events. This affects all our businesses carried
out by BPF, BPAM and BPS. The CEO oversees the overall controls of the Group and each
subsidiaries’ risk management personnel is primarily responsible for establishing rules and
procedures for identifying, assessing, monitoring, controlling and mitigating operational risks and
coordinating the implementation of its internal control policies. Each business unit is responsible
for assessing its operational risks, implementing operational risk management policies and
procedures and reporting to the relevant Executive Officer.
In addition, the Company has appointed internal auditors in December 2010 to review our internal
controls and provide internal controls policy recommendations to our Board of Directors.
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E. Interest Rate Risk Management
Interest rate risk represents risk relating to adverse fluctuations in interest rates. Please refer the
section entitled “Risk Factors” of this Offer Document for a description of our risks arising from
interest rate movements. We generally manage our interest rate risks by seeking to match the
maturities of our interest rate sensitive assets and interest rate sensitive liabilities on a portfolio
basis, and monitor our product pricing.
F. Foreign Exchange Risk Management
We do not have a formal hedging policy for foreign exchange risk although we may, subject to the
approval of our Board, enter into relevant hedging transactions when necessary, to hedge our
exposure to foreign currency fluctuations. We will also put in place, where necessary, procedures
to hedge our exposure to foreign currency fluctuations. Such procedures will be reviewed and
approved by our Board.
By virtue of our businesses, we are not heavily exposed to any foreign exchange fluctuations as
currently almost all of our income and expenses are denominated in IDR.
G. Conflict of Interests
Our Group has built a risk management system to prevent operational risks pursuant to the
following policies:
• Conflict of interest; and
• Anti-money laundering.
Conflict of interests
Conflicts of interests arise in situations where two (2) or more interests legitimately exist but which
are in competition or conflict. Conflicts of interests that may arise may include interests of different
operating activities within our Group; interests of our Group and those of our customers; interests
of different customers; interests of employees’ personal activities and those of our Group; or
interests of employees’ personal activities and those of our customers. These conflicts of interests
are mitigated through access restriction to computers of our employees and separation of our
employees into different sections of the office.
Employees’ personal activities include any personal trading, outside directorship and business or
independent practice. It is our Group’s policy in relation to our asset management services and
our brokerage, margin financing and corporate advisory business to ensure that:
(a) There is an adequate level of employee awareness of the issues relating to conflicts of
interests;
(b) Employees understand the basic principles relating to customer priority, insider dealing,
confidentiality and transactions entered into by employees;
(c) Any conflict of interests is avoided whenever possible or kept to a minimum; and
(d) Any conflict of interests is properly addressed.
Employees must avoid any actual or potential conflict of interests as defined above. In particular,
investment team members from our asset management business are not allowed to trade in
Indonesian stocks. Other employees from our asset management business may however trade in
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Indonesian stocks but they have to file a monthly report of such trades to BPAM’s compliance
department. Notwithstanding the above, all of our employees, including the BPAM investment
team members, are generally permitted to invest in any of the mutual funds managed and
distributed by BPAM.
Where a conflict cannot be reasonably avoided, employees must ensure that the conflict is
properly disclosed to the relevant parties and approval is sought from the management before any
action can be taken. Under any circumstances, employees must ensure customers are fairly
treated and the interests of employees should be subordinated to those of customers where
conflicts of interests arise with customers.
Anti-money laundering
Money laundering covers a wide range of activities intended to mask or alter the source of illegally
obtained money. Bapepam requires financial service providers in Indonesian capital markets to
implement certain “KYC” principles as part of our “KYC” and account opening procedures. We
conduct checks to identify the background and identity of the customer, monitor the customer’s
account and transactions and report suspicious financial transactions to prevent money
laundering and terrorist financing.
SALES AND DISTRIBUTION ACTIVITIES
Sales
We conduct sales activities out of our head office, shared by our core businesses carried out by BPF,
BPAM and BPS. Our distribution, sales and marketing strategies are based on our ability to establish,
maintain and improve business relationships with existing and new selling agents, investors, funders
and existing and new business partners who would be in a position to refer new customers, investors,
funders and business partners to us.
As at 31 December 2010, BPF had 25 branches and offices in Indonesia. BPF’s extensive sales
network, which operates out of each branch office, enables CMOs to conduct frequent on-site customer
visits to gather information, which strengthens understanding of each of our customers. To further
motivate the CMOs to generate sales, in addition to their monthly salaries, the CMOs are given
incentives if they meet their monthly sales targets.
BPS centralises its business operations in Jakarta and has nine (9) operating offices in major cities of
Indonesia, including Medan, Palembang, Surabaya, Bandung, Malang, Semarang, Yogyakarta,
Makassar and Jakarta.
In order to meet existing market demand in the specific target markets, the Group allocates marketing
resources to each specific area from time to time.
Distribution
BPF enters into cooperative agreements with various automobile showrooms and dealers in Indonesia
which sell motor vehicles to the third parties. Our customers are gathered mostly through such
automobile showrooms and dealers in Indonesia which provide our products to potential purchasers of
pre-owned passenger cars and commercial vehicles. We believe that we spend considerable time and
effort to cultivate and continue our good working relationships with owners of these automobile
showrooms and dealers. In line with industry practice, we also provide attractive incentives to the
dealers, automobile showrooms, agents and retail customers which are our business partners.
Incentives include fees to showrooms/intermediaries allocated from a certain percentage of insurance
premiums and upfront fee.
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For BPAM, apart from direct institutional sales and marketing, we have also built up an extensive
network of third party selling agents comprising commercial banks and financial institutions which we
rely upon to distribute the funds managed by our asset management business to our retail customers.
As at 31 December 2010, we had partnered with eight (8) selling agents to distribute our funds. These
selling agents include Bank Mandiri, HSBC, PT Bank Commonwealth, PT Bank DBS Indonesia, PT
Bank Negara Indonesia (Persero) Tbk, PT Bank Permata Tbk, PT Bank UOB Indonesia and Standard
Chartered Bank. Our selling agents are also responsible for obtaining the licences, authorisations or
exemptions they require in order to distribute our funds. All of them also have internal procedures to
satisfy relevant “KYC” requirements and discharge all their duties relating to anti-money laundering
under local laws and regulations. We continue to build upon this network and raise our profile in the
asset management sectors through various marketing activities including conducting seminars and
roadshows.
OUR MAJOR CUSTOMERS
Consumer Financing
As our consumer financing business under BPF is mainly a retail business for consumer financing of
primarily pre-owned passenger cars and commercial vehicles, there are no major customers
contributing 5% or more of BPF’s revenue in the Period Under Review.
Asset Management
Our asset management business under BPAM mainly distributes its funds through selling agents
comprising commercial banks and financial institutions. Subscription, redemption and switching of such
funds by customers procured by the selling agents are carried out through the selling agents directly.
We maintain an omnibus account for each selling agent and we have no contractual relationship with
the customers procured by the selling agents. As mentioned in the section entitled “General Information
on Our Group — Sales and Distribution Activities” of this Offer Document, our selling agents act as our
intermediaries that help us distribute our funds to end retail customers.
Our selling agents and institutional customers contributing 5% or more of BPAM’s revenue in the Period
Under Review are set out below:
As a percentage of revenue (%)
Selling agents FY2008 FY2009 FY2010
Bank Mandiri 30.7 37.9 36.9

PT Bank Permata Tbk 19.0 16.6 9.6
PT Bank DBS Indonesia 4.5 6.1 4.8
PT Bank Commonwealth — 0.9 5.3
Institutional customers
PT Asuransi Allianz Life Indonesia 7.5 8.0 3.5
The revenue received from a selling agent fluctuates, depending on whether it participates in the sales
and distribution of the new funds that we launch from time to time as well as the portfolio valuation of
the outstanding balance of our funds that the selling agents distribute. Our institutional customers
include pension funds and insurance companies. The revenue received from an institutional customer
fluctuates, depending on the portfolio valuations of the outstanding balance of their portfolio managed
by us.
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The customers of our brokerage, margin financing and corporate finance advisory business under BPS
include public listed companies, private corporations, onshore and offshore firms and multi-national
corporations. Our equity brokerage customers comprise mainly retail customers and our fixed income
brokerage customers comprise mainly institutional customers. BPS has a wide network of institutional
and retail customers which it has long-standing relationships with, including banks, mutual funds,
insurance companies, government corporations, private corporations and pension funds.
Our customers contributing 5% or more of BPS’ revenue in the Period Under Review are set out below:
As a percentage of revenue (%)
Customers FY2008 FY2009 FY2010
Coki Yudhistira 7.5 — —

Istie Retnaningsih 6.9 — —
Benjamin Johan Oktavianus 5.8 — —
Xaviera Alatas 5.1 — —
The revenue generated from the above four (4) customers were related to the margin trading of the
Bakrie Shares (as defined in the section entitled “Interested Person Transactions — Past Interested
Person Transactions” of this Offer Document). In particular, Coki Yudhistira, Istie Retnaningsih and
Benjamin Johan Oktavianus entered into the reverse repurchase agreements with BPS in November
2008. For further details, please refer to the section entitled “Interested Person Transactions — Past
Interested Person Transactions” of this Offer Document.
As at the Latest Practicable Date, none of our Directors, Substantial Shareholders or their respective
Associates had any interest, direct or indirect, in any of the above major customers.
Credit Policy and Management
The principal amounts of all loans extended to customers of our consumer financing and finance lease
business under BPF are reflected as consumer financing receivables and finance lease receivables in
BPF’s financial statements. The loans are payable in monthly instalments and penalty interest is
charged immediately upon late payment of each instalment. In order to track and monitor the portion
of the loans that are due for payment, BPF conducts aging analysis.
As at 31 December 2010, the gross amount of our consumer financing and finance lease receivables
was approximately IDR 319.6 billion. Our aging schedule of our consumer financing and finance lease
receivables for FY2010 is as follows:
Age of consumer financing and finance lease Percentage of total consumer financing and
receivables due finance lease receivables due
(%)
Current 98.2
1-30 days 0.6
31-60 days 0.4
61-90 days 0.2
More than 90 days 0.6
100.0
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As at 31 December 2010, BPF’s total potential credit risk exposure arising from its total portfolio of
consumer financing receivables, including joint financing, channelling and sale and purchase of
receivables arrangements, was approximately IDR 645.5 billion. Based on this total potential credit risk
exposure, the amount of allowance for doubtful accounts receivables for our consumer financing and
finance lease business for the Period Under Review is as follows:
(IDR billion) FY2008 FY2009 FY2010
Allowance for doubtful consumer financing and finance lease

receivables 3.9 4.4 4.3
Based on BPF’s bad debt write-off policy, consumer financing receivables which have been outstanding
for more than 210 days are automatically written off. Finance lease receivables which have been
outstanding for more than 210 days are written off on a case by case basis.
For FY2008, FY2009 and FY2010, we have written off IDR 0.3 billion, IDR 2.9 billion and IDR 2.8 billion
of bad debts from our consumer financing and finance lease business respectively. These figures are
based on BPF’s total potential credit risk exposure arising from its total portfolio of consumer financing
receivables, including joint financing, channelling and sale and purchase of receivables arrangements,
for each of the financial years. Although those amounts have been written off, we have continued our
efforts to collect such payments. As at 31 December 2010, we had been able to recover approximately
IDR 0.9 billion of the bad debts that were previously written off. Further, in the event of default of
payment by our customers, we have the right to repossess and sell the vehicle that was used to secure
the relevant loan. As at 31 December 2010, the value of the repossessed vehicles was approximately
IDR 6.9 billion.
Our asset management business under BPAM does not grant any credit as part its business
operations.
While our margin financing business unit under BPS grants secured credit as part of its business
operations, in the event that a customer defaults, the underlying securities will be sold. Further, where
there is a shortfall, the relevant customer will be contacted and requested to make the required
payment. If payment is not made within three (3) stock trading days, we may force sell the underlying
securities and/or pursue legal action. Please refer to the section entitled “General Information on Our
Group — Compliance and Risk Management” of this Offer Document for more details on our debt
collection policy.
OUR MAJOR SUPPLIERS
Our suppliers are mainly funding institutions.
Consumer Financing
In relation to our consumer financing business, there are presently approximately eight (8) funding
institutions supporting BPF’s operations. The five (5) largest funding institutions include the largest
government and private banks in Indonesia. Due to the nature of our business, we would obtain funds
from these funding institutions which provide more favourable terms from time to time with regard to
interest rates, tenor and other terms and conditions.
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The total amount of bank borrowings from our funding institutions for FY2008, FY2009 and FY2010 was
IDR 128.9 billion, IDR 99.2 billion and IDR 128.7 billion respectively. The funding institutions accounting
for 5% or more of the total loans granted to BPF for the Period Under Review are set out below:
As a percentage of our loans (%)
Funding Institutions of BPF FY2008 FY2009 FY2010
PT Bank Central Asia Tbk — — 17.5

PT Bank ICBC Indonesia — — 18.3
PT Bank Internasional Indonesia Tbk 22.6 16.4 23.1
PT Bank Mega Tbk 32.6 8.9 —
PT Bank Permata Tbk — 29.5 14.6
PT Bank Sinar Mas 10.9 5.9 —
PT Bank Victoria Internasional Tbk 33.9 34.0 26.6
PT Bank Victoria Syariah — 5.4 —
To improve short term cash flow and facilitate liquidity for our business operations, we also enter into
arrangements for joint financing, channelling and sale and purchase of receivables with other funding
institutions, including Bank Mandiri, PT Bank Mutiara Tbk, PT Bank Bukopin Tbk, PT Bank CIMB Niaga
Tbk, PT Bank Rakyat Indonesia (Persero) Tbk and PT Bank DKI. As at 31 December 2010, the
outstanding balance of the aforementioned arrangements utilised by BPF was approximately IDR 267.8
billion.
Asset Management
Due to the nature of our asset management business, BPAM has no major creditors and it does not use
leverage in its asset management business. There are no major suppliers for this business.
The major suppliers to our brokerage, margin financing and corporate finance advisory business mainly
provide funds, and such funding institutions include brokerage houses, financing companies and
banks. Our major funding institution accounting for 5% or more of the total credit facilities granted to
BPS for the Period Under Review is Societe Generale Bank & Trust as at 31 December 2008. There
are no other outstanding credit facilities granted to BPS during the Period Under Review.
To the best of their knowledge, our Directors are not aware of any information or arrangement which
would lead to a cessation or termination of our current relationship with any of our major funding
institutions.
As at the Latest Practicable Date, none of our Directors or Substantial Shareholders had any interest,
direct or indirect, in the abovementioned funding institutions.
SEASONALITY
During the Period Under Review, the demand for our consumer financing, margin financing loans and
mutual fund products were generally lower during the Ramadan period each year in Indonesia.
RESEARCH AND DEVELOPMENT
Due to the nature our businesses, we do not carry out any research and development.
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INFORMATION TECHNOLOGY
Our information technology division supports our businesses and also enables the Group’s
management to perform functions including closely and directly monitoring the activities of each branch
in real time, enabling us to make strategic decisions and policies appropriately and without
unnecessary delay.
As at 31 December 2010, our information technology division comprised nine (9) employees; five (5)
of them support the consumer financing business and two (2) employees support each of the asset
management business and the brokerage, margin financing and corporate finance advisory business
respectively. These employees provide day-to-day support for employees and customers and the
periodic monitoring of information technology infrastructure.
We keep our backup data off-site which is taken daily at the close of five (5) business days to ensure
business continuity in the event of a restriction of access to our main office. For our asset management
business, we also utilise a number of external software including transfer agency, investments,
valuation, settlement, compliance and accounting systems.
INSURANCE
Pursuant to the terms of our typical consumer financing agreement with customers, vehicles which are
financed by BPF must be insured through the insurance company appointed by BPF. All vehicles
financed by BPF are covered by insurance policies against losses and damages. Some of the third
party insurance companies appointed by BPF include PT Asuransi Multi Artha Guna, PT Asuransi
Indrapura and PT Asuransi Wahana Tata. The amount insured is the full value of the vehicle.
The insurance policies are taken up by BPF on behalf of its customers and such policies include the
provision for insurance claim pay-outs to be made to BPF (as beneficiary of the policy) when there is
a total loss.
As at 31 December 2010, the Group had also taken up, inter alia, the following insurance policies:
(a) Insurance in respect of our motor vehicles including comprehensive full perils and third party legal
responsibility (non-truck); and
(b) Inpatient/hospitalisation coverage for our employees.
The Group does not maintain business interruption insurance and product liability insurance. We are
not insured against loss of key personnel as the Group does not have key personnel insurance for our
Executive Director and Executive Officers.
Save as disclosed in the section entitled “Risk Factors” of this Offer Document, our Directors are of the
view that our Group is sufficiently covered by its current insurance policies for the risks which we may
be exposed to in our current operations based on our assessment of the Group’s risks.
INTELLECTUAL PROPERTY
We do not own any trademarks, patents or other intellectual property rights. Our Group’s business or
profitability is not materially dependent on any licence, trademark, patent or any other intellectual
property rights.
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PROPERTY, PLANT AND EQUIPMENT
As at the Latest Practicable Date, we did not own any properties due to the nature of our businesses.
As at the Latest Practicable Date, we had leases on the following properties from third parties:
Approximate
Location Lease term area Usage Lessor
(sq m)
Shared office space between

BPF, BPAM and BPS
Plaza Chase Building, 12th floor, 1 February 2008 to BPF − 86.33 Head office PT Duta Anggada
Jl. Jend. Sudirman Kav. 21 Karet 31 January 2013 BPAM − 86.34 Realty Tbk
Setiabudi, South Jakarta 12920 BPS − 86.33
BPF
Jl. Ring Road No. 26 1 December 2010 60.0 Office Rudi Darwan
Sub District of Tanjung Sari to
District of Medan Selayang 1 December 2014
City of Medan
Province of North Sumatera
Jalan Riau No. 188 A, Sub 15 December 2010 203.0 Office Suyanto
District of Tampan to
District of Payung Sekaki 15 December 2015
City of Pekanbaru
Province of Riau
Jalan Mataram 719 Blok B-10 1 February 2010 to 87.0 Office Vendie Siswanto
Sub District of Wonodri 31 January 2013
District of Semarang Selatan
Semarang, Central Java
Jl. Soekarno Hatta No. 04 RT. 14 1 October 2009 to 133.0 Office Nelly Watri
Sub District of Kampung Kidul 1 October 2012
District of Pangkalan Baru
Pangkalpinang
Regency of Bangka Tengah
Province of Bangka Belitung
Jalan Teungku Imum Lueng Bata 1 December 2009 96.0 Office Haji Ramli
No. 90, Village of Blang Cut to Ibrahim
District of Lueng Bata 1 December 2012
City of Banda Aceh
Province of Special Region of
Aceh
Jl. Yos Sudarso RT. 05 15 September 2009 80.0 Office Haji Akmaludin,
Sub District of Margarahayu to S.E.
District of Lubuk Linggau 15 September 2012
Selatan II
City of Lubuk Linggau
Jalan Jend. Ahmad Yani Km. 2 6 June 2011 to 147.0 Office Inge
No. 88B, Sub District of Sungai 6 June 2016
Baru, District of Banjar Timur
Regency of Banjarmasin
Province of South Kalimantan
Jalan Ahmad Yani No. 165 5 July 2010 to 275.0 Office Kingbert Benly
Sub District of Anaiwoi 5 July 2014
District of Kadia, Kendari
Komplek Ruko Grand Mal Bekasi 1 February 2011 to 68.0 Office Daniel
Blok D No. 35, Jl. Jendral 1 February 2016 Simangunsong
Sudirman, Sub District of
Harapan Mulya, District of Bekasi
Selatan, Bekasi, West Java
126
Approximate
(sq m)
Jl. Pangeran Antasari No. 96 K 25 July 2008 to 115.0 Office Megawati

Sub District of Tanjungkarang 24 July 2011
Timur, District of Kedamaian (pending renewal)
City of Bandar Lampung
Province of Lampung
Ruko Mitra Mas 8 No. 31 1 June 2011 to 125.0 Office Tan Kiok Song
Kelurahan Temindung Permai 1 June 2016
Kecamatan Samarinda Utara
Kota Samarinda
Province of Kalimantan Timur
Jl. Peta-Lingkar Selatan 15 May 2009 to 83.0 Office Tjhin Siet Tjhui
Ruko Kopo Plaza Kav. C No 8 14 May 2012
Sub District of Sukaasih
District of Bojongloa Kaler
City of Bandung
Chase Plaza Building, 12th floor 1 February 2008 to 393.0 Office PT. Duta Anggada
Jl. Jend. Sudirman Kav. 21 31 January 2013 Realty Tbk
Sub District of Setiabudi
District of Karet
Jakarta Selatan
Jl. MT. Haryono No. 119 A 24 May 2009 to 60.0 Office Muriadi Djunaidi
Sub District of Gunung Bahagia 23 May 2012
District of Balikpapan Selatan
City of Balikpapan
Kompleks Pertokoan Bahu Mall 1 May 2001 to 360.0 Office Tuty Sugianto
Jalan Wolter Monginsidi, Blok S3 1 May 2016
Kota Manado
Jl. Ngagel Jaya Utara No. 66 1 September 2009 92.0 Office Endy Alim Abdi
Sub District of Pucang Sewu to Nusa
District of Gubeng, Surabaya 1 September 2012
Komplek Ruko Gading Serpong 20 March 2009 to 100.0 Office Ricky Herijanto
Jl. Boulevard Gading Serpong 20 March 2012 Suharlim
Blok BA-2 No. 22
Sub District of Pakulonan Barat
District of Kelapa Dua
Regency of Tangerang
Province of Banten
Jl. Mayor HM Rasyad Nawawi 1 October 2009 to 56.0 Office Ny. Margaret
Blok B4 No. 513 30 September 2012 Robby
Sub District of 9 Ilir
District of Ilir Timur II
Palembang
Jl. Sultan Agung No. 08 RT 1 August 2010 to 162.0 Office Setia Budi
07/RW 03, Sub District of Murni 1 August 2013
District of Telanaipura
Jambi 36121
Jl. Veteran Utara No. 230 B 1 September 2008 176.0 Office Since Tandi
Sub District of Mardekaya Utara to
District of Makassar 1 September 2011
City of Makassar
Province of South Sulawesi
127
Approximate
(sq m)
Jl. Jendral Gatot Subroto 1 April 2010 to 31 3,210.0 Office I Wayan Kaler
No 279/2, Denpasar March 2013 Astara, I Made
Province of Bali Wardana, I
Wayan Sugitha,
Nyoman Gde
Sudiantara, all of
which are the heir
of I Made Rubag
Jl. Teuku Umar/Gusti Sulung 18 July 2009 to 72.0 Office Jetti
Lelenang, Komplek Pontianak 18 July 2013
Mall Blok AA No. 6, Sub District
of Darat Sekip, District of
Pontianak Kota, City of
Pontianak, West Kalimantan
Ruko Cokro Square Kavling M 1 November 2010 116.0 Office Budiyono
No. 124, Jalan HOS to 30 October 2013
Cokroaminoto, Sub District of
Tegalrejo, District of Tegalrejo
City of Yogyakarta
Province of special region of
Yogyakarta
Jalan Agus Salim (Jalan HB 27 October 2010 to 238.0 Office Lynan Tandali
Yasin) No 218, Sub District of 27 October 2013
Wumialo, District of Kota Tengah
City of Gorontalo
Province of North Sulawesi
BPAM
Plaza Chase Building, 12th floor, 1 February 2008 to 357.0 Office PT Duta Anggada
Jl. Jend. Sudirman Kav. 21 Karet 31 January 2013 Realty Tbk.
Setiabudi, South Jakarta 12920
BPS
Plaza Chase Building, 12th floor, 1 February 2008 to 324.0 Office PT Duta Anggada
Jl. Jend. Sudirman Kav. 21 Karet 31 January 2013 Realty Tbk.
Setiabudi, South Jakarta 12920
West Java Province, Bandung 22 August 2009 to 552.0 Office Iskandar Widjaja
Oedjoengbroeng Koelon 21 August 2012
Tjikawao, Jl. Gatot Subroto
No. 47 C
Province of Yogyakarta Special 9 January 2010 to 239.0 Office Nyonya Ellyawati
Region, Yogyakarta 8 January 2013 Mursito
Kecamatan Gondokusuman
Kelurahan Terban
Jalan Magelang No. 91
Jalan Raya Darmo Blok B-08 1 April 2011 to 85.0 Office PT Sum
Sub District of Dokter Sutomo 1 May 2014 Yatraguna
District of Tegalsari
City of Surabaya
Province of East Java
Jalan Puri Kencana Blok K 6 23 June 2010 to 22 77.0 Office Kusumawati
No. 2-P, Kelurahan Kembangan June 2013 Alamsjah
Selatan, Kecamatan Kembangan Surjaatmadja
West Jakarta
Jalan Rajawali No. 1174 D 1 December 2009 539.0 Office Somat Sofian
Kelurahan 9 Ilir to
Kecamatan Ilir Timur II 30 November 2014
Palembang, South Sumatera
128
Approximate
(sq m)
Jl. Ir. H. Juanda No. 16-J 1 January 2010 to 160.0 Office Henry Liang
City of Medan 31 December 2012
Jl. Kahuripan No. 5 20 May 2011 to 1,090.0 Office Chairani Julianti
Sub District of Kauman 20 May 2014 and Achmad
District of Klojen Sukardi
City of Malang(1)
Jalan Boulevard Ruko Ruby I 9 February 2010 to 95.0 Office PT Marudai Mas
No. 9, Kompleks Panakukang 8 March 2013
Mas, Kelurahan Panaikang
Kecamatan Panakukang
Makassar City
South Sulawesi
Note:
(1) BPS (as lessee) entered into a lease agreement with Chairani Juliati and Achmad Sukardi (as lessors). Based on the letter
dated 3 June 2011, BPS (as lessee) and Chairani Juliati and Achmad Sukardi (as lessors) have granted approval for BPF
to use the property.
The leases will be renewed accordingly as and when they expire.
As at 31 December 2010, the net book value of our fixed assets comprising mainly furniture and
fixtures, motor vehicles, and other office equipment was approximately IDR 14.6 billion.
To the best of our Directors’ knowledge, as a financial services provider, the Group is not subject to any
significant environmental regulation or environmental issues that may materially affect our utilisation of
the above properties and fixed assets, save as disclosed in the section entitled “Government
Regulations” as set out in Appendix C of this Offer Document. Further, to the best of our Directors’
knowledge, the Group has no environmental liabilities currently and does not expect to incur any in the
future.
QUALITY CONTROL AND ASSURANCE
Due to the nature of our business operations, the quality of our businesses is substantially affected by
the quality and accreditations of our employees and the efficiency of our processes.
For our asset management business, all our directors and fund managers have to obtain fund manager
licences, being the Wakil Manajer Investasi (WMI) from Bapepam. As a testament of our asset
management business’ process quality, BPAM received the ISO 9001:2000 (mutual fund management;
marketing; investment and compliance) on 17 December 2007. BPAM subsequently received the ISO
9001:2008 (sales and marketing, compliance and risk management, investment operation, portfolio
management and product development) on 17 December 2010.
We require our employees to have certain qualifications and accreditations suitable for the particular
business unit in which they are employed. In our brokerage and margin financing business, to ensure
that the dealers and brokers are sufficiently qualified and competent to trade in securities, we require
all our dealers and brokers to take and pass the requisite examinations set by the IDX and Bapepam
before they can trade securities in compliance with Bapepam regulations. In addition, our brokerage
and margin financing business unit conducts seminars three (3) to four (4) times a year and also sends
its staff for training at the IDX or the Central Bank of Indonesia to keep abreast with developments in
the Indonesia capital markets and the financial services industry.
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GOVERNMENT REGULATIONS
To the best of our Directors’ knowledge, we have complied with all relevant laws and regulations that
would materially affect our business operations and have obtained all the necessary material permits
and licences in Indonesia, being the principal jurisdiction in which our Group operates in.
For a summary of the key material regulatory requirements that materially affect us, please refer to the
section entitled “Government Regulations” as set out in Appendix C of this Offer Document.
LEGAL PROCEEDINGS
Bapepam and the IDX conduct regular inspections on the administrative and business operations of
securities companies in Indonesia from time to time.
BPS received four (4) administrative sanctions from Bapepam in the form of penalty aggregating
IDR 4.9 million (or approximately S$700), due to a delay in submitting a securities company activity
report in May 2010, a delay in submitting a financial report in July 2010, a delay in submitting the
accountant’s report on yearly adjusted net working capital for FY2009 in August 2010, and a delay in
submitting a periodic report on our securities underwriting activities in May 2011. Each day of delay
amounted to a penalty of IDR 100,000.
In 2008, BPS and an Indonesian securities firm were named in the prospectus in relation to the rights
issue of PT Bintang Mitra Semestaraya Tbk as joint standby buyers. BPS had procured its subscriber
for the rights issue. However, the rights issue was allocated directly to the subscriber instead of through
BPS. As a result of the procedural non-compliance, BPS was found to be in breach of the Capital
Market Law of Indonesia as the information in relation to its role as one of the standby buyers in the
prospectus was inaccurate in a material aspect. In December 2009, a penalty of IDR 100.0 million (or
approximately S$14,285.70) was imposed on BPS by Bapepam.
Solicitors to our Company on Indonesian law have confirmed that all payments of penalties have been
fully paid and there were no outstanding penalties as at the Latest Practicable Date.
BPS also received a warning sanction letter from the IDX dated 25 August 2010 regarding certain
procedural non-compliance in the margin financing implementation. BPS had thereafter provided
written responses to the IDX to rectify such non-compliance findings. The IDX did not require any
further correspondence on this issue from BPS but required BPS to ensure that such non-compliance
findings were rectified.
The aforesaid actions were only undertaken pursuant to regular inspections carried out by Bapepam
and the IDX from time to time on the administrative and business operations of BPS and no judicial
proceedings arose from the aforesaid.
Save as disclosed above, we are not, and have not been, involved in any legal or arbitration
proceedings which may have, or which have had, in the 12 months immediately preceding the date of
this Offer Document, a material effect on the financial position or profitability of the Group nor are there
any such proceedings, to our knowledge, currently threatened, pending or contemplated.
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AWARDS AND ACHIEVEMENTS
As testament of our commitment to service and quality, our Group has received a number of awards
and achievements over the years, some of which are set out below:
Award/Achievement Awarding institution(s)

BPF
Ranked 1st for overall performance amongst publicly listed multi Infobank Magazine in the 2010
finance companies in Indonesia edition
Ranked 3rd for overall performance amongst 71 finance companies in Infobank Magazine in the 2010
Indonesia in the IDR 100 billion to IDR 1 trillion asset category edition
Ranked 2nd amongst publicly listed multi finance companies in Investor Magazine in the 2008
Indonesia in the IDR 100 billion to IDR 250 billion asset category edition
Ratings of “Very Good” and “Good” amongst multi finance companies Infobank Magazine in the 2005
in Indonesia in the IDR 100 billion to IDR 1 trillion asset category edition and the editions of years
2007 to 2010
BPAM(1)
“Best Mutual Funds 2011” based on the five (5) year risk adjusted Investor Magazine in the 2011
return ratio, assets under IDR 1 trillion edition
“Best Mutual Funds 2011” based on the seven (7) year risk adjusted
return ratio, assets under IDR 1 trillion
Rating of “idAAAf”, being the highest rating in this category PT Pemeringkat Efek Indonesia
(PEFINDO), for the period
11 August 2010 to 21 September
2010
Accreditation of ISO 9001:2000 for the following activities: UKAS, validity period from
17 December 2007 until
• Mutual fund management
16 December 2010
• Marketing
• Investment operation
• Compliance
Accreditation of ISO 9001:2008 for the following activities: UKAS, validity period from
17 December 2010 until
• Sales and marketing
17 December 2013
• Compliance and risk management
• Investment operation
• Portfolio management
• Product development
“Best Islamic Equity Fund 2009” for the Si Dana Saham Syariah Fund Investor Magazine in the 2009
edition
Nominated 4th best performance of stock mutual fund PT Financial Bisnis Informasi,
2007
Outstanding achievement for “Most Selected Fund” on Bank Mandiri Bank Mandiri, 2006
Reksa Dana Fair 2006
Nominated 3rd best performance for mutual funds for its Si Dana PT Financial Bisnis Informasi,
Saham Fund 2006
Ranked 4th in the top equity funds based on the three (3) year risk Investor Magazine in the 2005
adjusted return ratio edition
Ranked 2nd in the top equity funds based on the one (1) year risk Investor Magazine in the 2005
adjusted return ratio edition
131
Award/Achievement Awarding institution(s)
BPS
Award for the transaction relating to issue of debt instruments IFR Asia Awards, 2006
equivalent to US$325 million by Empire Capital Resources Pte Ltd,
where BPS acted as the joint lead arranger (High-Yield Global Bond)
Award for the US$279 million acquisition funding by PT Berau Coal IFR Asia Awards, 2006
where BPS acted as joint lead arranger (Acquisition Funding)
Note:
(1) The Si Dana open-ended funds were renamed as Batavia funds since 2009.
OUR PROPOSED INVESTMENT IN THE INSURANCE INDUSTRY
Pursuant to the Share Subscription Agreement, BPI and BPF subscribed for approximately
429,232,336 shares and 175,000,000 shares or approximately 61.32% and 25.00% of the enlarged
paid-up share capital of Wuwungan respectively. The total consideration for the Share Subscription
Agreement is approximately IDR 60.4 billion and it is funded through a combination of internal funds
and bank borrowings of BPF and BPI respectively.
Further, pursuant to the Share Purchase Agreement, BPI purchased 22,311,000 shares, or
approximately 3.19% of the enlarged paid-up share capital of Wuwungan from Rudy Alexander
Wuwungan for a consideration of approximately IDR 2.2 billion. As a result, BPI and BPF will
collectively hold approximately 89.51% of the enlarged paid-up share capital of Wuwungan upon the
completion of the Share Subscription Agreement and the Share Purchase Agreement.
The Group has entered into the Share Subscription Agreement and the Share Purchase Agreement as
it believes that there is potential in the insurance business in Indonesia and that it is able to leverage
on its existing consumer financing business to further develop the general insurance business.
The Share Subscription Agreement is conditional upon the following:
• The conduct of satisfactory finance, tax, legal and operational due diligence on Wuwungan;
• Approval from the existing shareholders of Wuwungan for the increase of authorised and issued
share capital and waiver of any pre-emptive rights;
• Approval from any governmental authority or agency which has authority over Wuwungan, BPF
and/or BPI and holding company of BPF and BPI, including but not limited to the Minister of
Finance of Indonesia through Bapepam in connection with the change in management of
Wuwungan and the subscription of the new shares to be issued by Wuwungan to BPF and BPI;
• The proof of submission of the deed of shareholders’ approval to the Minister of Justice and
Human Rights of Indonesia;
• The representations and warranties provided by Wuwungan and the existing shareholders of
Wuwungan being true, accurate and not false; and
• Each of the existing shareholders of Wuwungan subscribing for all the new shares in the paid-up
share capital of Wuwungan issued to each of them pursuant to the Share Subscription
Agreement.
In the event that any of the above conditions precedent is not satisfied, the Share Subscription
Agreement will not be completed.
132
Pursuant to the terms of the Share Subscription Agreement, the conditions subsequent include, inter
alia, that each party to the Share Subscription Agreement shall, if it intends to sell the whole or any part
of its shareholding in the paid-up share capital of Wuwungan, offer the other parties to the Share
Subscription Agreement the right of first refusal on such shares.
The Share Purchase Agreement is conditional upon the following:
• Full payment of the purchase price of the Sale Shares;
• Approval by the shareholders of Wuwungan at a shareholders’ meeting to (i) waive their

pre-emptive rights over the sale and transfer of the Sale Shares, and (ii) for the sale and transfer
of the Sale Shares to BPI pursuant to the Share Purchase Agreement;
• Rudy Alexander Wuwungan having obtained spousal consent for him to sell and transfer the Sale
Shares to BPI pursuant to the Share Purchase Agreement (if required);
• Any necessary approvals for Rudy Alexander Wuwungan to sell and transfer the Sale Shares from
Wuwungan’s creditors having been obtained;
• Delivery of the share certificates for the Sale Shares in the name of BPI to BPI, and the entry of
BPI into the Register of Shareholders of Wuwungan;
• The completion of the Share Subscription Agreement;
• Wuwungan, Rudy Alexander Wuwungan and BPI having obtained the necessary approvals or
licences from any governmental authority or agency which has authority over Wuwungan, BPI, the
holding company of BPI, and/or Rudy Alexander Wuwungan for the transactions contemplated
under the Share Purchase Agreement;
• All representations and warranties provided by Wuwungan and the existing shareholders of
Wuwungan being true, accurate and not false.
In the event that any of the conditions precedent of the Share Purchase Agreement is not satisfied, the
Share Purchase Agreement will not be completed.
As at the Latest Practicable Date, the completion of the Share Subscription Agreement and the Share
Purchase Agreement has not occurred. As such, the audited accounts of Wuwungan have not been
consolidated into our Group’s audited consolidated financial statements for the Period Under Review.
Please refer to the Proforma Report as set out in the Appendix B of this Offer Document for further
details on the financial information of Wuwungan.
BPI and BPF have obtained all requisite shareholders and commissioners approvals for the
subscription and the acquisition of the shares in the paid-up share capital of Wuwungan. Upon
satisfaction of the conditions precedent of the Share Subscription Agreement and the Share Purchase
Agreement, the Share Subscription Agreement and the Share Purchase Agreement will be completed.
We do not anticipate seeking further shareholders approval for the aforementioned transactions.
Wuwungan is one of the oldest private national insurance companies in Indonesia. It was established
on 30 January 1953. At the date of establishment, it was named N.V. Maskapai Asuransi Umum
Wuwungan. In 1976, it changed its name to P.T. Maskapai Asuransi Umum Wuwungan and
subsequently, it changed its name again to PT. Asuransi Wuwungan in 1987.
Wuwungan has individual and institutional clients serviced through eight (8) freelance agents from its
three (3) offices in Jakarta, Bandung and Medan. As at the Latest Practicable Date, Wuwungan had
22 employees.
133
Wuwungan has a general insurance licence granted by the Minister of Finance of Indonesia and offers
mainly the following insurance products:
• Fire Insurance
Insurance coverage for loss incurred by the insured due to damage to fixed property caused by
fire, lightning, explosions and aeroplane crashes.
• Motor Vehicle Insurance
Insurance coverage for loss incurred by the insured due to damage to motor vehicles caused by
motor accidents, theft, third party liabilities and fire.
• Trans-shipment Insurance
Insurance coverage for loss incurred by the insured due to loss of cash in transit and cash in safe
caused by robbery.
• Personal Accident Insurance
Insurance coverage for financial loss incurred by the insured in personal accidents resulting in
death, permanent disability or temporary disability.
For the Period Under Review and from the period 1 January 2011 up to the Latest Practicable Date, our
Group does not have any business dealings with Wuwungan apart from the Share Subscription
Agreement and the Share Purchase Agreement, and none of our Directors, Executive Officers and
Controlling Shareholders are related to the existing shareholders and management of Wuwungan.
COMPETITION
Based on the scope of our various businesses, we experience different competitive environments in
Indonesia. Our Directors believe that we are able to effectively compete with our existing competitors
and new entrants by providing our customers with a level of service that meets or exceeds their
expectations, hence leading to repeat business from satisfied customers, as well as referrals from them
for new business opportunities.
Consumer Financing
For our consumer financing business, we compete mainly with other consumer financing companies,
which comprise independent finance companies and finance companies affiliated with major domestic
banks in Indonesia. To a lesser extent, we also compete with commercial banks and foreign finance
companies offering similar products and services. To the best of our knowledge, our main competitors
include PT Oto Multiartha, PT Sinar Mitra Sepadan Finance, PT Verena Oto Finance Tbk, PT BFI
Finance Indonesia Tbk and PT Clipan Finance Indonesia Tbk.
Asset Management
For our asset management business, we face intense competition both in acquiring assets and
investments for the funds we manage and attracting investors for the funds we manage. While we are
one of the top ten (10) fund managers in Indonesia, we have to compete with companies that may have
better brand recognition, more resources, a broader range of services and with longer operating
histories than our Group.
Our asset management business competes with global and regional asset management companies
and local private and state-owned asset management companies. To the best of our knowledge, our
main competitors include PT Schroder Investment Management Indonesia, PT BNP Paribas
Investment Partners, PT Manulife Aset Manajemen Indonesia, PT Mandiri Manajemen Investasi, PT
Bahana TCW Investment Management and PT Danareksa Investment Management.
134
For our brokerage, margin financing and corporate finance advisory business, competition comes
mainly from other brokerage firms in Indonesia, finance arrangement departments of commercial banks
and investment banks and funds that make direct investments into assets. We face intense competition
in attracting customers from other brokerage firms and companies that have longer operating histories
of providing similar services. To the best of our knowledge, our main competitors include PT OSK
Nusadana Securities, PT CIMB Securities Indonesia and PT Mega Capital Indonesia.
To the best of our Directors’ knowledge, there are no published statistics that can be used to accurately
measure our market share of our Group’s business in Indonesia.
As at the Latest Practicable Date, none of our Directors or Substantial Shareholders or their Associates
had any interest, direct or indirect, in any of the above competitors.
COMPETITIVE STRENGTHS
We believe we have a strong management team supported by our specialised knowledge of the
Indonesian markets. Our ability to compete effectively against our competitors lies in the following key
strengths:
Consumer Financing
Established branding
Since BPF was listed on 1 June 2009 on the IDX, our consumer financing business has been able to
capitalise on its established branding to gain access to more funding sources by leveraging on a wider
network of first-tier funding institutions, including Bank Mandiri (Indonesia’s largest bank) and PT Bank
Central Asia Tbk (Indonesia’s largest private bank) to fund its business operations and expansion.
As at 31 December 2010, our consumer financing business had a network of 25 branches and
representative offices in Indonesia’s major cities, covering the islands of Java, Sumatera, Kalimantan,
Sulawesi and Bali. We continually source for strategic locations for our branches. This allows us to be
in closer proximity to our customers and to process customers’ credit applications more efficiently.
Established business operations
We have an extensive background and experience primarily in the area of consumer financing of
pre-owned motor vehicles. BPF obtained its operating licence as a multi finance company from the
Minister of Finance of Indonesia on 15 February 1995.
As the financing of pre-owned motor vehicles is a specialised field, we believe that we have developed
streamlined internal business processes and practices according to the needs of the market, which
enables us to service our customers with greater flexibility and efficiency.
Asset Management
Extensive distribution channels
We have built up an extensive network of third party selling agents comprising commercial banks and
financial institutions which we rely upon to distribute the funds managed by BPAM to the retail
135
customers. We have our own in-house distribution team to cater to institutional investors. In particular,
BPAM’s mutual funds are distributed through its network of large banking institutions and other financial
establishments. These include Bank Mandiri, HSBC, PT Bank Commonwealth, PT Bank DBS
Indonesia, PT Bank Negara Indonesia (Persero) Tbk, PT Bank Permata Tbk, PT Bank UOB Indonesia,
and Standard Chartered Bank. Through these selling agents, we are able to access a wider range and
greater number of customers and we continue to source for suitable selling agents for our funds.
Strong investment discipline complemented by in-house research resources
Our fund managers embrace the value approach to investment. We have a dedicated research analyst
who supports our fund managers by looking out for value investments in the Indonesian market. We
believe that BPAM has a competitive edge over its competitors through its strong investment discipline
complemented by its in-house research resources.
Our quality of services is reflected in the ISO 9001:2000 (mutual fund management; marketing;
investment operation and compliance) which we obtained on 17 December 2007, and the ISO
9001:2008 (sales and marketing, compliance and risk management, investment operation, portfolio
management and product development) which we obtained on 17 December 2010.
Innovative product development capabilities
We offer a broad range of funds to our customers. Our product development desk regularly studies the
market conditions and sentiments, and consults with our selling agents in order to understand the
needs of our customers. Pursuant to such studies, we may develop new fund strategies and set up new
fund portfolios which we offer to customers through our selling agents comprising commercial banks
and financial institutions. As at 31 December 2010, we had set up more than 40 funds.
Customer-oriented services complemented by in-house research resources
We offer customer-oriented services in the provision of our brokerage, margin financing and corporate
finance advisory services to our retail and institutional customers by our quick response time to our
customers’ needs. We also provide real time market information to our customers through our brokers
and also provide in-house research reports. As at 31 December 2010, BPS had a team of six (6)
research analysts which provides analyses of the stock market and financial industry movements and
information to our customers as a value added service. The head of the research team has more than
12 years of experience in the financial industry.
Internet trading platform — “BPonline”
We also offer access to the same services through our online portal known as “BPonline” to tap on
customers who prefer to use online services. These customers directly trade equities in real time during
the IDX trading hours, enjoy access to real time quotes market news and commentaries, personalised
portfolio tracking, charting and quote applications and live chat with our team of research analysts. As
at 31 December 2010, we had more than 190 registered online customers.
As at 31 December 2010, BPS had a network of nine (9) branches in Indonesia’s major cities, including
Medan, Palembang, Surabaya, Bandung, Malang, Semarang, Yogyakarta, Makassar and Jakarta. This
provides us better access to our customers and also potential customers for the provision of our
brokerage and margin financing services.
136
PROSPECTS1
General Economic Outlook of Indonesia
Indonesia is one of the largest countries in the world with a population of approximately 240 million. The
Central Bank of Indonesia has forecasted Indonesian economic growth for 2011 to increase to as much
as 6.5%2 and the gross domestic product growth to increase by between 6.0% to 6.5% in 20112, driven
mainly by domestic demand and increase in investment activity. In 2010, the Indonesian economy
continued to recover while experiencing strong growth. In the same year, the inflation rate was 7.0%,
exceeding the Indonesian government’s target of 4.0% to 6.0%, largely due to inflation in the prices of
food. The Indonesian government has indicated that it will continue to implement policies and measures
to curb inflation within the targeted range of 4.0% to 6.0% in 2011 and 3.5% to 5.5% in 2012. As at
January 2011, the Central Bank of Indonesia has maintained the bank lending rate at 6.5%.3
Consumer Automobile Financing Sector
Based on Indonesia’s expected economic growth of up to 6.5% in 20112, the Central Bank of Indonesia
has predicted that the credit growth in 2011 is expected to be 20.0% to 24.0%.4 In addition, the
forecasted annual sale of automobiles is expected to increase by an average of 16.4% from 2010 to
2014.5
Due to economic growth, the increase in the population and Indonesia’s inadequate public transport
infrastructure, Indonesia has seen rapid growth in the automobile industry. The rapid growth trend is
also supported by the availability of financing facilities, rising income level and infrastructure
development in Indonesia. Accordingly, the demand for automobiles and the demand for pre-owned
automobiles amongst the middle socio-economic class in Indonesia has remained high.
BPF is engaged in consumer financing, and currently provides financing solutions to customers for
pre-owned automobile purchases. In order to remain competitive, BPF seeks to continually revise its
funding solutions according to customers’ needs and repayment abilities. Based on the expected credit
growth in 2011, our Directors believe that the demand for consumer financing will continue to increase,
thus offering BPF greater opportunities for expansion.
Asset Management/Mutual Fund Sector
Bapepam reported that the total net asset value of mutual funds in Indonesia increased by 52.5% from
IDR 74.1 trillion at the end of 2008 to IDR 113.0 trillion at the end of 2009 and continued to increase
by 31.9% to IDR 149.1 trillion at the end of 2010.6 As the Indonesian economy and investors’ appetites
continue to grow, the mutual fund sector is expected to grow by as much as 20.0% in 2011.7
1
The information contained in this section has been derived from extracts from the websites and publications as disclosed
in footnotes (2) to (9) (the “Relevant Information”) which are publicly available. The authors of the Relevant Information
have not consented to the inclusion of such information for the purpose of section 249 of the SFA and are therefore not liable
for such information under sections 253 and 254 of the SFA. While we have taken reasonable actions to ensure that such
information is reproduced in their proper form and context and that such information is extracted fairly and accurately,
neither we nor any party has conducted an independent review of such information nor have we or any party verified the
accuracy of the contents of such information.
2
http://www.indoautomotive.com/pressnews
3
http://www.bi.go.id/web/en/Publikasi/Investor+Relation+Unit/Government+Press+Release/
Press_Release_RDG5Jan2011.htm
4
http://www.eiu.com/index.asp?layout=ib3Article&article_id=307649215&country_id=
1810000181&pubtypeid=1132462498&industry_id=650001065&category_id
5
http://www.eiu.com/index.asp?layout=ib3Article&article_id=127482997&pubtypeid=
1132462498&country_id=1810000181&category_id=775133077
6
http://www.bapepam.go.id/pasar_modal/publikasi_pm/statistik_pm/2011/2011_I_1.pdf
7
http://www.thejakartaglobe.com/bisindonesia/bull-market-to-spark-20-rise-in-mutual-fund-assets/411919
137
Based on information on total assets under management published on Bapepam’s website (which
consolidates reports submitted by the various custodian banks), as at December 2010, BPAM is ranked
as the 7th largest fund manager based on assets under management for mutual funds, and the 7th
largest fund manager based on total assets under management in Indonesia. BPAM is one of the top
ten (10) largest fund managers in Indonesia for the period December 2009 to January 20118, and is
currently managing one (1) money market fund, three (3) fixed income funds, three (3) balanced funds,
three (3) equity funds, one (1) syariah fund, 32 capital protected funds, ten (10) private mutual funds
and one (1) bilateral discretionary service contract. Leveraging on the track record of BPAM, our
Directors believe that BPAM will be able to capitalise on the considerable room for expansion growth
of the mutual funds sector of Indonesia as there were only approximately 350,000 account holders
invested in mutual funds at the end of 2010.
Securities Brokerage Sector
The market capitalisation of the IDX increased by 60.8% from IDR 2,019 trillion at the end of 2009 to
IDR 3,247 trillion at the end of 2010. During the same period, the daily equity securities trading value
increased by 117.2% from IDR 2.9 trillion in 2009 to IDR 6.3 trillion in 2010. In addition, the annual
trading volumes of government bonds and corporate bonds increased by 12.5% and 1.6% to 106.5
trillion and 6.4 trillion respectively at the end of 2010.9
The Indonesian government had taken steps over the years to encourage foreign individuals and
corporations to invest in Indonesian securities. For instance, the 49% ceiling on foreign ownership of
listed companies has been abolished. Our Directors believe that BPS will be able to continue to
capitalise on the buoyant Indonesian capital markets.
TREND INFORMATION
As our Group’s businesses span across various types of financial services and our businesses may be
affected by a variety of future market conditions beyond our control, the Directors are not aware of any
specific trends, uncertainties, demands, commitments or events in respect of the current financial year
that are reasonably likely to have a material adverse effect on our Group’s operating income,
profitability, liquidity or capital resources, or that would cause the financial information in this Offer
Document to be not necessarily indicative of the Group’s future operating results or financial condition,
save as otherwise disclosed in this Offer Document (and, in particular, as set out in the sections entitled
“Risk Factors”, “General Information on Our Group — Business Strategies and Future Plans”, and
“Management’s Discussion and Analysis of Results of Operations and Financial Position” of this Offer
Document).
ORDER BOOK
Due to the nature of our businesses, we do not maintain an order book.
BUSINESS STRATEGIES AND FUTURE PLANS
Our primary business strategy is to maintain our current market share amidst competition, and at the
same time, to continue to improve and maintain profitability. We plan to grow in markets in which we
have an existing presence by identifying and expanding into niche markets and considering acquisition
opportunities as they arise. We also plan to build on our existing strengths to provide innovative
solutions to our customers as well as to explore and develop investment opportunities by leveraging on
our network, expertise and relationships. Further, we plan to expand into new markets in Indonesia in
which we have yet to establish a presence in.
8
Investor Magazine, publication dated March 2011
9
138
In addition, we believe our existing customer base will continue to provide a platform for growth,
through cross-selling of services between our subsidiaries, our expertise and our relationships with
such customers.
We intend to implement the following strategies and future plans for growth and expansion of our
business:
Focus and leverage on our well-established relationships with our network of selling agents and
commercial banks and to expand such a network
We intend to continue to focus on our core capabilities and build on our well-established relationships
with business counterparts including selling agents for our asset management business and also
commercial banks for our consumer financing business. Through third party referrals and suitable
synergistic tie-ups, we intend to expand this network to reach out to more customers in different
segments of the Indonesian market.
Expand and diversify our customer portfolio and broaden our coverage within Indonesia
Our consumer financing business unit also intends to continue to tap on the pre-owned motor vehicles
financing market, which has higher margins and more favourable resale values as compared to new
motor vehicles. To expand its market coverage, we intend to continue our expansion by setting up new
branches and/or point-of-sale offices in various locations within Indonesia with a large potential market
such as the islands of Sumatera and Kalimantan, as well as employing professional marketing staff at
its head office and other offices.
For our asset management business unit, we aim to build on our well-established relationships with our
selling agents and our institutional customers, increase the number of selling agents and expand our
institutional customer base by offering innovative solutions to meet their specific requirements. We plan
to achieve this by continuing to develop investment products firmly rooted in our Company’s value
investing philosophy, utilise appropriate products and fee structures and providing high quality services.
In particular, our brokerage, margin financing and corporate finance advisory business unit intends to
expand its market coverage and analyse sectors in further detail to prepare higher quality analyses for
our customers with more in depth coverage. We also intend to further penetrate into the markets in
which our offices and branches operate and to carry out interactive informal seminars to create
awareness of our Group and expand our retail customer base through marketing and advertising. To
enlarge our institutional customer base, we also intend to further break into the institutional customer
market by increasing the number of institutional marketing team members.
Minimising funding costs while maintaining access to diverse sources of capital
We will seek to minimise our funding costs by diversifying funding sources, increasing our direct
participation in capital markets and improving our financial performance through a conservative capital
structure, asset-to-liability ratio and interest rate exposure. We have diverse sources of funding through
our relationships with banks and financial institutions operating in Indonesia. Equity raised through the
Invitation will strengthen the Group’s overall capital structure and improve its financial performance.
The Company plans to maintain or improve its credit position via the Invitation with the objective of
lowering its funding costs.
139
Expanding the Group’s operations through acquisitions
The Group has demonstrated significant growth organically during the Period Under Review, and whilst
we intend to continue to grow the Group organically, the Group will consider making suitable
acquisitions that are in line with the Group’s business strategy as and when the opportunity arises. We
may also expand into other Bapepam regulated businesses as and when the right opportunity arises.
We have entered into the Share Subscription Agreement and the Share Purchase Agreement for our
investment into Wuwungan. We believe that there is potential in the general insurance business in
Indonesia and we intend to leverage on our existing consumer financing business to further develop the
general insurance business.
In addition, we intend to focus on further expansion in the Indonesian market in which we have a proven
track record, and we will continuously explore opportunities to collaborate with suitable partners in the
financial industry through strategic alliances, joint-ventures, mergers and acquisitions, and other
investments which will translate into higher profit margins for us.
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INTERESTED PERSON TRANSACTIONS
In general, transactions between our Group and any of its interested persons (namely, our Directors,
Chief Executive Officer or Controlling Shareholder of our Company or the Associates of such Directors,
Chief Executive Officer or Controlling Shareholder) would constitute interested person transactions for
the purpose of Chapter 9 of the Catalist Rules. Details of interested person transactions for the last
three (3) financial years ended 31 December 2008, 2009 and 2010 and the period from 1 January 2011
to the Latest Practicable Date (the “Relevant Period”) are discussed below.
Save as disclosed below and in the sections entitled “Restructuring Exercise” and “General Information
on Our Group — Our History” of this Offer Document, our Group does not have any other material
transactions with any of its interested persons during the Relevant Period.
INTERESTED PERSONS
The following persons or companies are considered “interested persons” or related persons for the
purposes of this section and the section entitled “Interested Person Transactions — Potential Conflicts
of Interests” of this Offer Document.
(a) Rudy Johansen
Rudy Johansen is our Executive Director and CEO.
(b) Strait Merchants Ltd (“SML”)
SML is an investment holding company incorporated in Labuan and it has investments in various
businesses. In addition, it also manages its own proprietory investment portfolio. It has a few
subsidiaries, amongst others, SMPL (as defined below), PT. Strait Finance and BPS Capital Pte.
Ltd. (collectively known as “SML Group”). Its shares are collectively owned by UltraRich
International Holdings Ltd, Grow Freedom Incorporated, Malacca Capital Ltd, a company
incorporated in Labuan, and Deava Equities Holding Ltd, a company incorporated in British Virgin
Islands. The beneficial owners of the aforesaid companies are Lianawati Lesmana, Tinawaty
Tantrasari Sutanto, Kartini Jusup and her children, and Fifi Johansen respectively. Fifi Johansen
is the sister of our Executive Director and CEO, Rudy Johansen.
Please refer to the section entitled “Shareholders — Shareholding and Ownership Structure” of
this Offer Document for more details on their respective shareholding in the Company.
(c) Strait Merchants Pte. Ltd. (“SMPL”)
SMPL is a company incorporated in Singapore and its shares are wholly owned by SML. SMPL
provides administration services to the SML Group in Singapore.
(d) PT. Strait Finance
PT. Strait Finance is a company incorporated in Indonesia and approximately 99.0% of its shares
are owned by SML. PT. Strait Finance provides administration services to the SML Group in
Indonesia.
141
(e) BPS Capital Pte. Ltd.
BPS Capital Pte. Ltd. is a company incorporated in Singapore and approximately 90.0% of its
shares are owned by SML. BPS Capital Pte. Ltd. provides business consultancy services outside
of Indonesia.
(f) Malacca Energy Holding Pte. Ltd.
Malacca Energy Holding Pte. Ltd. is a company incorporated in Singapore and operates as an
investment holding company. Upon its incorporation on 4 October 2007, the shareholders were
EM Trust Investment Pte. Ltd., J Trust Capital Pte. Ltd. and the Company. The shareholders of EM
Trust Investment Pte. Ltd. and J Trust Capital Pte. Ltd. are Grow Freedom Incorporated and
UltraRich International Holdings Ltd respectively, the shareholders of our Company. The
beneficial owners of Grow Freedom Incorporated and UltraRich International Holdings Ltd are
Tinawaty Tantrasari Sutanto and Lianawati Lesmana respectively. Please refer to the section
entitled “Shareholders — Shareholding and Ownership Structure” of this Offer Document for more
details on their respective shareholding in the Company.
On 23 December 2009, EM Trust Investment Pte. Ltd., J Trust Capital Pte. Ltd. and our Company
transferred all their shares to Century Fox Holdings Ltd, a company incorporated in the British
Virgin Islands. Buntardjo Hartadi Sutanto, a shareholder and the former commissioner of BPS
(from November 2006 to March 2011) and president director of BPF, is the sole shareholder of
Century Fox Holdings Ltd.
On 4 May 2010, Century Fox Holdings Ltd transferred all its shares to Kimbell Holdings Ltd, a
party unrelated to the Group, and Kimbell Holdings Ltd has been the sole shareholder of Malacca
Energy Holding Pte. Ltd. since then.
(g) PT Tritama Prima Lestari
PT Tritama Prima Lestari is a company incorporated in Indonesia and a distributor of consumer

products. Its shares are collectively owned by PT Jaya Inti Sentosa, Nanang Soegeng Soewono
and Nanik Pusposari Panutomo. The Controlling Shareholder of PT Jaya Inti Sentosa is Malacca
Capital Ltd, a company incorporated in Labuan. The beneficial owners of Malacca Capital Ltd are
Kartini Jusup and her children, the Controlling Shareholder of our Company.
Please refer to the section entitled “Shareholders — Shareholding and Ownership Structure” of
this Offer Document for more details on Kartini Jusup and her children’s shareholding in the
Company.
(h) Tricor Singapore Pte. Ltd.
Our Independent Director, Ho Lon Gee, is the Chief Executive Officer of Tricor Singapore Pte.
Ltd., the holding company of the Tricor Group (“Tricor”). Tricor provides company secretarial and
share registration services to our Company.
142
PAST INTERESTED PERSON TRANSACTIONS
The transactions described in this section entitled “Past Interested Person Transactions” were past and
non recurrent interested person transactions.
Loan by SML to BPI and assignment of certain receivables by BPS to SML
In mid 2008, BPS hired a team of brokers from an unrelated third party brokerage firm which brought over
with them some trading customers to BPS. Some of these customers (“Bakrie Customers”) invested
heavily in certain securities including shares of PT Bumi Resources Tbk., PT Bakrie & Brothers Tbk., PT
Bakrie Telekom Tbk. and PT Energi Mega Persada Tbk (collectively the “Bakrie Shares”) on margin
financing provided by BPS. When the Indonesian share market crashed in September 2008 due to the
global financial crisis at the time, the Bakrie Shares lost about 50% of its value as compared to its June
2008 prices and the Bakrie Customers were unable to meet the margin call requirements by BPS. The
IDX was closed for four (4) trading days from 30 September 2008 to 3 October 2008 due to the Ramadan
holiday period in Indonesia. Trading in the Bakrie Shares was suspended between four (4) and seven (7)
weeks following the opening of the IDX for trading on 6 October 2008. BPS only managed to force sell
a portion of its position to reduce its exposure to the Bakrie Shares on 6 October 2008.
BPS then entered into the reverse repurchase agreements (“RRAs”) with the Bakrie Customers in
November 2008 pursuant to which BPS bought such shares from the Bakrie Customers and the Bakrie
Customers undertook to repurchase such shares at later maturity dates for certain considerations. After
BPS had entered into the RRAs, as at the end of December 2008, the price of the Bakrie Shares had
lost approximately 80% of its value as compared to its end June 2008 prices. However, despite efforts
to collect payment pursuant to the RRAs, save for a portion of settlement through a subsequent force
sale of positions, no settlement was received by BPS from the Bakrie Customers. During such time, the
market value of the Bakrie Shares remained substantially below initial cost.
To improve the liquidity of the business and to enhance the capital structure of BPS, SML made a loan
of approximately US$7.9 million (approximately IDR 90.0 billion) to BPI pursuant to a loan agreement
in April 2009. This loan to BPI was in turn injected into BPS to increase the capital of BPS. The loan
was unsecured and the interest rate was 2% per annum. Bapepam was notified that the paid-up share
capital of BPS had increased accordingly. In order to hedge foreign exchange risks arising from the
approximately US$7.9 million loan, BPS and SMPL, a wholly owned entity of SML, also entered into a
currency forward arrangement.
In November 2009, as part of Bapepam’s regular inspections, Bapepam ordered BPS to mark to market
the underlying Bakrie Shares of the RRAs for the purposes of calculating BPS’ adjusted net working
capital (“MKBD”). By doing this, the MKBD of BPS, whilst still maintained at a level higher than required
on a regulatory basis, was reduced significantly.
In August 2010, in order to strengthen the sufficiency of the MKBD and liquidity of BPS, BPS and SML
effected a sale and assignment whereby the rights against the Bakrie Customers under the RRAs were
transferred to SML for US$9.0 million (approximately IDR 80.3 billion) which was based on the initial
cost of the outstanding Bakrie Shares (“Debts Purchase”). The Debts Purchase was fully settled in
cash consideration. Consequently, SML took over BPS’ role as the creditor to the RRAs. As a result of
the Debts Purchase, save for the loss incurred through the force sale of a portion of the Bakrie Shares,
there was no gain or loss for BPS and its MKBD was stabilised.
As a matter of illustration, had there not been such Debts Purchase and assuming the Bakrie Shares
were not disposed of, the value of the Bakrie shares under the RRA would have been marked to its
market value in FY2009 and FY2010. Based on the market value of the Bakrie Shares as at 31
December 2009 and 31 December 2010, the profit before tax of BPS in FY2009 and FY2010 would
have been reduced by the loss in fair value of Bakrie Shares of approximately US$5.6 million (or
approximately IDR 50.0 billion) and approximately US$0.9 million (or approximately IDR 8.1 billion)
respectively. With its enhanced position, BPS was able to carry out a capital reduction and declare
dividends in order for BPI to repay the loan from SML.
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Our Directors are of the view that the above transactions were not negotiated on an arm’s length basis
and were not based on normal commercial terms. That was a one-off transaction which benefited our
Group. We do not intend to enter into such transactions in the future.
Advances to our Executive Director, Rudy Johansen
In September 2006, BPAM advanced IDR 1.0 billion to our Director, Rudy Johansen, for the purchase
of a property. While interest rate payable on the advance was 6% per annum, the loan was unsecured
without any fixed or variable monthly terms of repayment and the Directors are of the view that the
advance would not ordinarily be considered as a transaction that has been entered into on an arm’s
length basis. During the Relevant Period, the largest outstanding amount owed by Rudy Johansen was
IDR 1.0 billion.
In December 2009, this advance and the interest rate payable were fully repaid by Rudy Johansen. Our
Directors are of the view that the above transaction was not carried out on an arm’s length basis and
was not based on normal commercial terms as the interest rate charged was lower than the market
rate. We do not intend to enter into such transactions in the future.
Loans and advances to the Group
The amounts due to the following parties set out in the table below were unsecured, interest-free and
without fixed or variable monthly repayment terms.
The aggregate amounts due to such parties during the Relevant Period are as follows:
1 January 2011
to the Latest
(IDR) FY2008 FY2009 FY2010 Practicable Date
Loan from SML to BPI(1) — 90,045,594,618 — —

Advance from Great Everlasting
Pte. Ltd. to the Company 1,868,956,588 — — —
Advance from Star Malacca
Pte. Ltd. to the Company 7,877,578,065 — — —
Advance from Ultima Value
Investments Pte. Ltd. to
the Company 1,369,177,456 — — —
Advance from SML to the Company 831,751,714 — — —
Advance from PT. Strait Finance to
the BPS — 1,000,000,000 — —
Total 11,947,463,823 91,045,594,618 — —
Note:
(1) Please refer to the section entitled “Interested Person Transactions — Past Interested Person Transactions” for more details
on this loan.
As at the Latest Practicable Date, all the other loans and advances owing by our Group had been fully
settled and there were no outstanding amounts due from our Group.
Our Directors are of the view that the above loans and advances were not carried out on an arm’s
length basis and were not based on normal commercial terms as no interest was charged and this was
for the benefit of our Group.
144
Management fee agreements
Our Group entered into the following management fee agreements during the Relevant Period:
(a) BPI entered into management fee agreements with PT. Strait Finance on 5 February 2008,
30 April 2008, 27 February 2009 and 1 March 2010 respectively whereby PT. Strait Finance
appointed BPI as management consultant for the provision of management services including
administration processes. The management fee agreement was terminated on 5 May 2011;
(b) BPI entered into a management fee agreement with SML on 2 August 2010 whereby SML
engaged BPI to evaluate and analyse the prospects and potential business opportunities in fund
management and provide the relevant information required to set these up. The proposed project
was aborted and SML did not enter into the fund management business. The management fee
agreement was terminated on 5 May 2011; and
(c) Our Company entered into a management fee agreement with SML on 4 January 2010 whereby
SML engaged our Company to (1) provide all management support to SML for its business
activities in the South East Asia countries, China and Middle Eastern countries; and (2) provide
accounting support. The management fee agreement expired on 3 January 2011.
The aggregate amount received by our Group pursuant to the aforesaid management fee agreements
during the Relevant Period are as follows:
1 January 2011
to the Latest
Amount received by BPI 67,500,000 225,000,000 540,000,000 —

from PT. Strait Finance
Amount received by BPI — — 1,288,929,104 —
from SML (equivalent to
approximately
US$143,652)
Amount received by our — — 1,496,321,648 —
Company from SML (equivalent to
approximately
S$223,932)
Total 67,500,000 225,000,000 3,325,250,752 —
Our Directors are of the view that the management fee agreements were not entered into on an arm’s
length basis and were not based on normal commercial terms. We do not intend to enter into such
transactions in the future.
Technical assistance agreements
Our Group entered into the following technical assistance agreements during the Relevant Period:
(a) BPS entered into a technical assistance agreement with BPS Capital Pte. Ltd. on 1 July 2009
whereby BPS Capital Pte. Ltd. was appointed to provide technical assistance services for the
structuring of trade transactions for trade flow between Indonesian companies and companies in
the Asia Pacific region. This technical assistance agreement expired on 30 December 2010.
145
(b) BPS entered into a technical assistance agreement with Malacca Energy Holding Pte. Ltd. on
1 February 2008 whereby Malacca Energy Holding Pte. Ltd. was appointed to, inter alia, analyse
the potential market of the energy sector for BPS’ existing and potential customers at the
branches in Jakarta, Malang, Surabaya and Palembang and to provide research and
recommendation reports in respect of the energy sector. This technical assistance agreement
expired on 31 October 2008.
(c) BPS entered into a technical assistance agreement with PT. Strait Finance on 5 January 2010
whereby BPS was appointed to provide technical assistance services for the structuring of trade
transactions for trade flow between Indonesian companies and companies in the Asia Pacific
region. This technical assistance agreement expired on 4 January 2011.
(d) BPS entered into a technical assistance agreement with SMPL on 1 April 2010 whereby SMPL
was appointed to provide technical assistance services including business advisory. This
technical assistance agreement expired on 31 March 2011.
The aggregate amount paid/received by our Group pursuant to the aforesaid technical assistance
agreements during the Relevant Period are as follows:
1 January 2011
to the Latest
Amount paid by BPS — 223,259,400 — —

to BPS Capital Pte Ltd
Amount paid by BPS 4,400,000,000 — — —
to Malacca Energy
Holding Pte Ltd
Amount received by — — 617,674,386 —
BPS from PT. Strait
Finance
Amount paid by BPS — — 66,000,000 —
to SMPL
Total 4,400,000,000 223,259,400 683,674,386 —
Our Directors are of the view that the technical assistance agreements were not entered into on an
arm’s length basis and were not based on normal commercial terms. We do not intend to enter into such
transactions in the future.
Sub-lease to PT Strait Finance
BPS entered into a sub-lease agreement with PT. Strait Finance on 3 January 2008 whereby BPS
sub-leased a portion of its office space at Chase Plaza 12th Floor Jl. Jend. Sudirman Kav. 21 Jakarta,
comprising 59.85 sq m, to PT. Strait Finance. This sub-lease agreement expired on 14 January 2009.
146
The aggregate rental received by BPS from PT. Strait Finance pursuant to the aforesaid sub-lease
agreement during the Relevant Period is as follows:
1 January 2011
to the Latest
Rental received by BPS 35,910,000 — — —

from PT. Strait Finance
Our Directors are of the view that the sub-lease agreement was not entered into on an arm’s length
basis and was not based on normal commercial terms. We do not intend to enter into such transactions
in the future.
Sale of vehicles by BPS to PT. Strait Finance
We sold a total of four (4) vehicles to PT. Strait Finance in February 2010. These vehicles were sold
for an aggregate of IDR 1,216,665,130. As at the Latest Practicable Date, BPS had received from PT.
Strait Finance the payment for the aforesaid vehicles in full.
While the price of the vehicles was based on net book value, it was lower than market valuation. Our
Directors are of the view that the sale of the vehicles was not entered into on arm’s length basis and
was not based on normal commercial terms. We do not intend to enter into such transactions in the
future.
Loans to PT Tritama Prima Lestari
The Group provided the following loans to PT Tritama Prima Lestari:
(a) On 3 March 2009, BPF entered into two (2) separate loans with PT Tritama Prima Lestari (as
borrower) for the amount IDR 1,101,000,000 respectively. The purpose of the loans was to
finance PT Tritama Prima Lestari’s purchase of two (2) warehouses. The effective interest rate
payable for each of the loans was approximately 12.6% per annum. The security for both loans
were over the warehouses.
(b) On 18 September 2008, BPS entered into a loan agreement with PT Tritama Prima Lestari (as
borrower) for the amount IDR 2,200,000,000. The purpose of the unsecured loan was for working
capital purposes. The interest rate payable for the loan was 16.0% per annum.
As at the Latest Practicable Date, items (a) and (b) above had been repaid and there were no
outstanding amounts due from PT Tritama Prima Lestari on such items.
Our Directors are of the view that the above transactions were carried out on an arm’s length basis as
the interest rates charged were based on the prevailing market rates. We do not intend to enter into
such transactions in the future.
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS
Provision of security by SMPL
SMPL has provided securities comprising an assignment of dual currency contracts and a charge over
time deposit accounts pursuant to our loan agreement entered into with JPMorgan Chase Bank, N.A.
(as lender) on 19 July 2010 for the amount of US$1,500,000.
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The largest drawn-down amount by our Company pursuant to the loan agreement during the Relevant
Period was approximately S$665,000. As at the Latest Practicable Date, the outstanding amount of the
loan was approximately S$665,000.
No fees were paid by us to SMPL for the aforesaid arrangement. As such, our Directors believe that the
above transaction was not entered into on an arm’s length basis or on normal commercial terms but to
the benefit of our Group.
Upon the listing of our Company on the Catalist, we intend to request for a discharge of the securities
provided to the abovementioned financial institutions. Should the terms and conditions of our existing
facilities be affected by the withdrawal of the above securities, our Directors are confident that with our
listing status and strengthened financial position, we should be able to secure alternative bank facilities
on terms similar to those applicable to the existing facilities. In the event that the banks or financial
institutions do not agree to release the above guarantees, SMPL has undertaken to continue to provide
the aforesaid guarantees furnished by it.
Stand-by letters of credit
SMPL has provided irrevocable stand-by letters of credit to secure various financing facilities for our
Group:
(a) On 8 February 2010, SMPL authorised the issue of an irrevocable stand-by letter of credit in
favour of JPMorgan Chase Bank N.A., Jakarta Branch (“JPMorgan”). SMPL’s maximum
aggregate liability under or in connection with this stand-by letter of credit shall not exceed
US$2,000,000. This stand-by letter of credit was authorised to be issued by SMPL pursuant to a
loan agreement dated 2 April 2009 (as amended on 5 February 2010 and 16 February 2011)
entered into between BPS and JPMorgan for working capital purposes. As consideration for
SMPL’s provision of the irrevocable stand-by letter of credit, BPS entered into an agreement with
SMPL around the same time whereby BPS paid an amount of IDR 66,000,000 to SMPL for the
provision of the irrevocable stand-by letter of credit in FY2010. There was no payment from 1
January 2011 to the Latest Practicable Date; and
(b) On 17 May 2010, 20 September 2010, 8 November 2010, 29 November 2010 and 3 June 2011,
SMPL authorised the issue of an irrevocable stand-by letter of credit in favour of JPMorgan.
SMPL’s maximum aggregate liability under or in connection with this stand-by letter of credit shall
not exceed US$1,000,000, US$2,000,000, US$1,250,000, US$7,000,000 and US$5,250,000
respectively. These stand-by letters of credit were authorised to be issued by SMPL pursuant to
a loan agreement dated 19 May 2010 (and as amended on 20 September 2010, 27 September
2010, 25 November 2010, 14 February 2011 and 31 May 2011) entered into between BPI and
JPMorgan for the tender offer for the shares of BPF and working capital in BPS. As consideration
for SMPL’s provision of the irrevocable stand-by letter of credit, BPI entered into an agreement
with SMPL around the same time whereby BPI paid an aggregate amount of IDR 123,149,318 to
SMPL for the provision of the irrevocable stand-by letter of credit in FY2010. There was no
payment from 1 January 2011 to the Latest Practicable Date.
The irrevocable stand-by letter of credit dated 17 May 2010 for the maximum amount of
US$1,000,000 expired on 18 November 2010.
Our Directors are of the view that the transactions above were not entered into on an arm’s length basis
and were not based on normal commercial terms as the consolidated cost of funding for each of the
loans was lower than commercially available to BPI and BPS respectively. Our Group intends to use
a portion of proceeds from the Invitation to repay the US$ denominated loans in aggregate of
approximately S$16.0 million. Please refer to the section entitled “Use of Proceeds and Listing
Expenses” of this Offer Document for details of our use of proceeds from the Invitation.
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Usage of our services by interested persons
Subject to the section entitled “General Information on Our Group — Compliance and Risk Management”,
interested persons are permitted to use the services we provide. From time to time, interested persons
have used and will continue to use the services of our consumer financing business, asset management
business and brokerage, margin financing and corporate finance advisory business.
The aforesaid aggregate interest, management fees and brokerage fees earned by BPF, BPAM and
BPS respectively from interested persons for the Relevant Period are set out below:
1 January
2011 to the
As a% As a% As a% Latest As a%
of our of our of our Practicable of our
(IDR) FY2008 NTA FY2009 NTA FY2010 NTA Date NTA
Interest earned by
BPF 7,327,364 0.0(1) 257,676,260 0.1 199,250,942 0.1 101,746,209 0.0(1)
Management fees
earned by BPAM 38,926,256 0.0(1) 8,960,739 0.0(1) 32,199,116 0.0(1) 728,058,923 0.3
Brokerage fees
earned by BPS 29,344,962 0.0(1) 125,262,502 0.0(1) 99,724,097 0.0(1) 63,794,394 0.0(1)
Total 75,598,582 0.1 391,899,501 0.2 331,174,155 0.1 893,599,526 0.3
Note:
(1) The figures are not significant.
Our Directors are of the view that such transactions are conducted on an arm’s length basis and on
normal commercial terms as the rates paid by the interested persons are comparable to the rates paid
by third party customers.
After the listing of our Company on the Catalist, we intend to continue with the usage of our services
by interested persons so long as it is beneficial to our Group and all such future transactions will be
entered into in accordance with the guidelines prescribed under the section entitled “Interested Person
Transactions — Guidelines and Review Procedures for Future Interested Person Transactions” of this
Offer Document and Chapter 9 of the Catalist Rules.
Provision of company secretarial and share registration services by Tricor
Our Independent Director, Ho Lon Gee, is currently the Chief Executive Officer of Tricor Singapore Pte.
Ltd., the holding company of Tricor. Tricor provides company secretarial and share registration services
to our Company. We had obtained fee quotes from another service provider and had decided to appoint
Tricor pursuant to a letter of appointment dated 21 June 2011 based on a comparison of the quotes
received. The appointment of Tricor was on an arm’s length basis.
Our Directors have considered the appointment of Tricor and the appointment of Ho Lon Gee as the
Independent Director, and are of the view that Ho Lon Gee is capable of exercising independent
judgment despite the business relationship our Company has with Tricor. Our Directors are of the view
that this transaction was conducted on an arm’s length basis and on normal commercial terms.
As at the Latest Practicable Date, we had not paid Tricor any fees. After our admission to the Catalist,
we will continue to engage the services of Tricor. Ho Lon Gee will abstain from voting in respect of any
decisions relating to the engagement of Tricor and all future transactions with Tricor will be conducted
in accordance with the guidelines described in “Interested Person Transactions — Guidelines and
Review Procedures for Future Interested Person Transactions” below and in Chapter 9 of the Catalist
Rules.
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Cost-sharing arrangement with SMPL
Our Company entered into a cost sharing arrangement with SMPL for a period of three (3) years since
July 2010, whereby SMPL shares a portion of its office space and miscellaneous administrative
expenses with our Company. Under the cost sharing arrangement, rental, initial office renovations
expenses, electricity bills and other miscellaneous expenses are shared between SMPL and our
Company in proportion to the office space utilised by each party.
The aggregate amount we paid to SMPL pursuant to the aforesaid cost sharing arrangement during the
Relevant Period is as follows:
1 January
2011 to the
Latest
Practicable
(IDR) FY2008 FY2009 FY2010 Date
Fees paid to SMPL — — 160,052,532 89,095,327
Our Directors are of the view that the cost sharing arrangement was based on the prevailing rental rates
for the office space payable by SMPL to its landlord, and was entered into on an arm’s length basis and
based on normal commercial terms.
Provision of security by SML
Pursuant to our loan agreement entered into between BPI and Société Générale Bank & Trust,
Singapore Branch (as lender) on 12 July 2011 for the amount of US$3,600,000, SML has provided
securities comprising a charge over the deposit accounts of SML placed with Société Générale Bank
& Trust, Singapore Branch (as lender).
The loan agreement was entered into after the Relevant Period. The largest drawn-down amount by our
Company pursuant to the loan agreement as at the date of this Offer Document is US$1,500,000. As
at the date of the Offer Document, the outstanding amount of the loan is US$1,500,000.
No fees were paid by us to SML for the aforesaid arrangement. As such, our Directors believe that the
above transaction was not entered into on an arm’s length basis or on normal commercial terms but to
the benefit of our Group.
GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON

TRANSACTIONS
All future transactions with interested persons shall comply with the requirements of the Catalist Rules.
As stated in the Catalist Rules, our Articles require a Director to abstain from voting in any contract or
arrangement in which he has a personal material interest.
Our Audit Committee will ensure that all future interested person transactions, including the
aforementioned interested person transactions involving companies related to our Group, are
conducted on normal commercial terms and not prejudicial to the interests of our Company and its
minority Shareholders. Such procedures will include the following:
(a) when purchasing items from or engaging the services of interested persons, our Directors shall
take into account the prices and terms of at least two (2) other comparative offers (where
appropriate) from non-interested persons. The purchase price or fee for services shall not be
higher than the most competitive price or fee of the two (2) comparative offers (where appropriate)
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from non-interested persons. In determining the most competitive price or fee, all pertinent
factors, including but not limited to quantity, quality, delivery time and track record will be taken
into consideration;
(b) when selling items or providing services to interested persons which is not in the ordinary course
of business, our Directors shall take into account the prices and terms of at least two (2) other
comparative offers (where appropriate) from non-interested persons. The purchase price or fee
for services shall not be lower than the most competitive price or fee of the two (2) comparative
offers (where appropriate) from non-interested persons. In determining the most competitive price
or fee, all pertinent factors, including but not limited to quantity, quality, delivery time and track
record will be taken into consideration;
(c) when providing services to interested persons in the ordinary course of business, the rates
charged by our Group to interested persons shall be comparable to the rates charged to third
party customers; and
(d) when renting from or to interested persons, our Directors shall take appropriate steps to ensure
that such rent is commensurate with the prevailing market rates, including adopting measures
such as making relevant enquiries with landlords of similar location and size, or obtaining
necessary reports or reviews published by property agents (including an independent valuation
report by a property valuer, where appropriate). The rent payable shall be based on the most
competitive market rental rate of similar properties in terms of size and location, based on the
results of the relevant enquiries.
In addition, we shall monitor all interested person transactions entered into by us by categorising the
transactions as follows:
(i) a “category one” interested person transaction is one where the value thereof is in excess of 3.0%
of the NTA of our Group; and
(ii) a “category two” interested person transaction is one where the value thereof is below or equal
to 3.0% of the NTA of our Group.
“Category one” interested person transactions must be reviewed and approved by our Audit Committee
prior to entry. “Category two” interested person transactions (apart from services provided to interested
persons in our ordinary course of business) must be approved by a Director who shall not be an
interested person in respect of the particular transaction prior to entry and must be reviewed on a
half-yearly basis by our Audit Committee. In its review, our Audit Committee will ensure that all future
interested person transactions are conducted on normal commercial terms and are not prejudicial to the
interests of our Company and its minority Shareholders.
In respect of all interested person transactions, we shall adopt the following policies:
(i) In the event that a member of our Audit Committee is interested in any interested person
transactions, he will abstain from deliberating, reviewing and/or approving that particular
transaction.
(ii) We shall maintain a register to record all interested person transactions which are entered into by
our Group (including usage of services provided by our Group) and any quotations obtained from
unrelated parties to support the terms of the interested person transactions, where applicable.
(iii) We shall incorporate into our internal audit plan a review of all interested person transactions
entered into by our Group.
(iv) Our Audit Committee shall review the internal audit reports at least half-yearly to ensure that all
interested person transactions are carried out on an arm’s length basis and in accordance with the
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procedures outlined above. Furthermore, if during these periodic reviews, our Audit Committee
believes that the guidelines and procedures as stated above are not sufficient to ensure that the
interests of minority Shareholders are not prejudiced, we will adopt new guidelines and
procedures. The Audit Committee may request for an independent financial adviser’s opinion as
it deems fit.
Our Audit Committee shall ensure that all interested person transactions comply with the provisions in
Chapter 9 of the Catalist Rules, and if required, we will seek independent Shareholders’ approval for
such transactions. In accordance with Rule 919 of the Catalist Rules, interested persons and their
Associates shall abstain from voting on resolutions approving interested person transactions involving
themselves and our Group. In addition, such interested persons shall not act as proxies in relation to
such resolutions unless voting instructions have been given by the Shareholder(s).
Our Board of Directors will ensure that all interested person transactions will be subject to the
disclosure requirements of the Catalist Rules, and will be subject to Shareholders’ approval if deemed
necessary under the provisions of the Catalist Rules. We will disclose in our annual report the
aggregate value of interested person transactions conducted during the financial year.
POTENTIAL CONFLICTS OF INTERESTS
Save as disclosed below and in the sections entitled “Interested Person Transactions” and
“Restructuring Exercise” of this Offer Document, and personal investment (whether directly or though
nominees) in quoted investments which may include companies listed on the SGX-ST, none of our
Directors, Executive Officers, Substantial Shareholders or any of their Associates has had any interest,
direct or indirect, in the following:
(a) any transactions to which our Company was or is to be a party;
(b) any company carrying on the same business or a similar trade which competes materially and
directly with the existing business of our Group; and
(c) any company that is our customer, principal or other supplier of goods and services.
To address any unforeseen future potential conflict of interests, the following undertakings have been
obtained from the respective parties in the interest of our Group:
Undertakings by our Executive Director and CEO, Rudy Johansen
Our Executive Director and CEO, Rudy Johansen, has executed a non-compete undertaking dated 28
June 2011 in favour of the Company which provides that for as long as he is a director and/or
shareholder of the Company and for a period of two (2) years from the date of cessation of directorship
and/or employment with the Company (whichever is later):
(a) he shall not, and shall use best efforts to procure that his relevant Associates (whether present or
future) shall not, in any capacity, be engaged in or interested in or carry on any business which
will compete with the Business of the Group;
(b) he shall not, and shall use best efforts to procure that his relevant Associates (whether present or
future) shall not, have any interest, directly or indirectly, and/or hold executive management
position (including but not limited to board membership) in any entity whose business competes
with the Business of the Group, except that he shall be permitted to have interest not exceeding
5% in any securities of any corporation listed or quoted on any stock exchange notwithstanding
that such corporation may be engaging in a business which may compete with the Business of the
Group;
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(c) he shall not be involved in any decision making in any entity that will put him in a conflict of interest
position with respect to his duties and responsibilities (where applicable) in the Group;
(d) he shall not, and shall use best efforts to procure that his relevant Associates (whether present or
future) shall not, solicit, market to or entice away, whether directly or indirectly, from the Group any
customer; and
(e) he shall not, and shall use best efforts to procure that his relevant Associates (whether present or
future) shall not, be a director and/or commissioner (where applicable) of any entity in any
business which will compete with the Business of the Group.
Undertakings by other individuals
Each of Fifi Johansen, Cindy Tan, Kartini Jusup, Irena Istary Iskandar, Lianawati Lesmana and
Tinawaty Tantrasari has executed a non-compete undertaking dated 28 June 2011 in favour of the
Company which provides that for as long as she is a shareholder and/or director of the Company:
(a) she shall not, and shall use best efforts to procure that her relevant Associates (whether present
or future) shall not, in any capacity, be engaged in or interested in or carry on any business which
(b) she shall not, and shall use best efforts to procure that her relevant Associates (whether present
or future) shall not, have any interest, directly or indirectly, and/or hold executive management
position (including but not limited to board membership) in any entity whose business competes
with the Business of the Group, except that he/she shall be permitted to have interest not
exceeding 5% in any securities of any corporation listed or quoted on any stock exchange
notwithstanding that such corporation may be engaging in a business which may compete with
the Business of the Group;
(c) she shall not be involved in any decision making in any entity that will put her in a conflict of
interest position with respect to her duties and responsibilities (where applicable) in the Group;
(d) she shall not, and shall use best efforts to procure that her relevant Associates (whether present
or future) shall not, solicit, market to or entice away, whether directly or indirectly, from the Group
any customer; and
(e) she shall not, and shall use best efforts to procure that her relevant Associates (whether present
or future) shall not, be a director and/or commissioner (where applicable) of any entity in any
business which will compete with the Business of the Group.
Undertaking by entities
Each of Ultima Value Investments Pte. Ltd., Deava Equities Holding Ltd, Grow Freedom Incorporated,
UltraRich International Holdings Ltd, SML, BPS Capital Pte. Ltd., SMPL, Star Malacca Pte. Ltd.,
Malacca Capital Ltd, Great Everlasting Investment Pte. Ltd., PT Strait Finance and PT Tritama Prima
has executed a non-compete undertaking dated 28 June 2011 in favour of the Company which
provides, inter alia, that:
(a) it shall not, and shall use best efforts to procure that its relevant Associates (whether present or
future) shall not, in any capacity, be engaged in or interested in or carry on any business which
(b) it shall not, and shall use best efforts to procure that its relevant Associates (whether present or
future) shall not, have any interest, directly or indirectly, and/or executive management position
(including but not limited to board membership) in any entity whose business competes with the
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Business of the Group, except that it shall be permitted to have interest not exceeding 5% in any
securities of any corporation listed or quoted on any stock exchange notwithstanding that such
corporation may be engaging in a business which may compete with the Business of the Group;
and
(c) it shall not, and shall use best efforts to procure that its relevant Associates (whether present or
future) shall not, solicit, market to or entice away, whether directly or indirectly, from the Group any
customer.
For the purposes of all the abovementioned undertakings, the following terms are defined as follows:
(a) “Business” shall refer to:
(i) existing business as at the date of this undertaking; and/or
(ii) future business;
(b) “existing business as at the date of this undertaking” shall refer to any business in relation to:
(i) asset management and/or consumer financing regulated under Bapepam; and/or
(ii) brokerage, margin financing and corporate finance advisory services regulated under
Bapepam and/or the IDX; and
(c) “future business” shall refer to any business regulated under Bapepam and/or the IDX.
Undertaking by our Independent Director, Hasnah Nur Thayib
Our Independent Director, Hasnah Nur Thayib has executed a deed of undertaking dated 28 June 2011
in favour of the Company which provides, inter alia, that as long as she is an Independent Director of
the Company:
(i) her involvement in any company including but not limited to the Group, PT Asuransi Jiwa Sequis
Life (“Sequis Life”) (one of the customers of BPAM) and PT Austindo Nusantara Jaya Finance
(“ANJ Finance”) (which is a company in a competing business with BPF) are strictly non-
executive and independent;
(ii) she does not and will not hold any executive position and will not be involved in the management
and operations of the Group, Sequis Life and ANJ Finance;
(iii) her involvement in any company, including but not limited to the Group, Sequis Life and ANJ
Finance, will not cause, or is not perceived to cause any conflicts of interests to arise, which may
interfere with the exercise of her business judgment and fiduciary duties as an Independent
Director of the Company, regardless of whether such interference arises; and
(iv) she does not and will not have any direct or indirect shareholding interests in the Group, Sequis
Life and ANJ Finance or any of its related companies.
Interests of Experts
No expert is employed on a contingent basis by our Company or any of our subsidiaries, or has a
material interest, whether direct or indirect, in our Shares, equity interests or debentures or the shares,
equity interests or debentures of our subsidiaries, or has a material economic interest, whether direct
or indirect, in our Company, including an interest in the success of the Invitation.
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Interests of the Manager and Sponsor and the Underwriter and Placement Agent
In the reasonable opinion of our Directors, the Manager and Sponsor does not have a material
relationship with our Company save as disclosed below and in the section entitled “Plan of Distribution”
of this Offer Document:
(a) PPCF is the Manager and Sponsor of the Invitation;
(b) PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the date
our Company is admitted and listed on the Catalist; and
(c) UOBKH is the Underwriter and Placement Agent for the Invitation.
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DIRECTORS, MANAGEMENT AND STAFF
DIRECTORS
The Board of Directors is entrusted with the responsibility for the overall management of our Group. Our
Directors’ particulars are listed below:
Name Age Address Position Country of Principal

Residence
Irena Istary Iskandar 37 Jalan Hang Lekir XI Chairman and Indonesia
No. 8, Jakarta Selatan Non-Executive Director
12120, Indonesia
Rudy Johansen 43 122C Jalan Pari Burong CEO and Executive Singapore
Singapore 488769 Director
Hasnah Nur Thayib 66 Jl. Lestari No. 62 Independent Director Indonesia
Kompleks Deplu
Petukangan Selatan
Jakarta 12270
Indonesia
Ang Peng Koon, 47 7 Namly Garden Independent Director Singapore
Patrick Singapore 267336
Ho Lon Gee 60 15 Duchess Place Independent Director Singapore
Singapore 296056
The working, business experience and areas of responsibility of our Directors are set out below:
Irena Istary Iskandar is our Chairman and Non-Executive Director and was appointed to our Board on
7 July 2011. From 1996 to 1998, she was in the marketing department of BPAM. From 1998 to 2003,
she was a director of PT Omegatama Internasional Luas, a company in the business of architecture
and interior design. She is currently a director of PT Prima Multi Rasa, a food and beverage company
and the president commissioner of BPF. She is also a commissioner of several Indonesian companies,
including BPAM, BPI, PT Omegatama Internasional Luas, PT Metalindo Sumber Tani and PT Mitra
Abadi Makmur.
Irena Istary Iskandar graduated with a Master of Business Administration degree and a Master of Arts
in Business Communication and Public Relations degree from the European University, Switzerland, in
1996. She also graduated with a Bachelor of Science, Business Administration, from Pepperdine
University, USA, in 1994.
Rudy Johansen is our Executive Director and CEO and was appointed to our Board on 13 May 2010.
As the Executive Director and CEO of our Company, he is in charge of our day-to-day operations and
overseeing our strategic direction and corporate business expansion.
Rudy Johansen has over 15 years of experience in banking, treasury and capital markets. He joined
the credit and marketing department at PT Bank Indonesia Raya in 1991 and was the head of capital
markets at PT Bank Indonesia Raya from 1995 to 1996. From 1997 to 1999, he was the director of
financial products at the Canadian Imperial Bank of Commerce, Singapore. From 2000 to 2003, he was
the vice president (group treasury) of Raja Garuda Mas International Pte Ltd, a Singapore company
dealing in trading and manufacturing. From 2003 to 2004, he was a director of Summit Merchants Pte
Ltd., a financial trading company. From 2004 to 2005, he was the vice president of BPI. From 2005 to
2009, he was president director of BPAM. Rudy is currently the commissioner of BPAM and president
director of BPI.
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He graduated with a Master of Applied Finance degree from Macquarie University, Australia, in 2004.
He also graduated with a Bachelor of Business Administration from Thames Valley University, United
Kingdom, in 2000.
Hasnah Nur Thayib is our Independent Director and was appointed to our Board on 7 July 2011. Since
her employment as a management trainee in 1971 to her retirement in 2000, Hasnah Nur Thayib was
a full time employee of the Chase Manhattan Bank. From 1977 to 1979, she was the second vice
president (manager of local corporate accounts), Jakarta. From 1980 to 1983, she was the vice
president (country institutional manager), Jakarta. From 1984 to 1986, she was the vice president (area
credit review officer), Hong Kong. From 1987 to 1991, she was the vice president (country credit
officer), Jakarta. From 1992 to 1995, she was the vice president (corporate finance manager), Jakarta.
From 1996 to 2000, she was the vice president (multinational business head), Jakarta.
After 29 years of banking and corporate finance experience at the Chase Manhattan Bank, she was
appointed a member of the oversight committee of the Indonesian Bank Restructuring Agency (or
Badan Penyehatan Perbankan Nasional (BPPN)) from 2001 to 2003. From 2003 to 2004, she was the
president director of PT Prima Mitra Nusatama. She is currently the commissioner of PT Austindo
Nusantara Jaya Finance and is the independent commissioner of PT Asuransi Jiwa Sequis Life and PT
Austindo Nusantara Jaya Rent. She is also the president commissioner of BPAM.
Hasnah Nur Thayib graduated with a Bachelor of Arts in Communications Arts at the Philippines
Women’s University, Manila, in 1970.
Ang Peng Koon, Patrick is our Independent Director and was appointed to our Board on 7 July 2011.
Ang Peng Koon, Patrick is the deputy managing partner of Rajah & Tann LLP. He has over 20 years
of experience handling both contentious and non-contentious matters. He is an independent director of
Tiong Seng Holdings Limited, a company listed in Singapore.
Over the years, Ang Peng Koon, Patrick has been recognised in Asia and in Singapore as a leading
lawyer in his field in consecutive years by Asian Legal Business Legal Who’s Who Singapore, AsiaLaw
Leading Lawyers, Asia Law & Practice, Asialaw Profiles, International Who’s Who of Insolvency and
Restructuring Lawyers, Euromoney Guide To The World’s Leading Insolvency and Restructuring
Lawyers, International Financial Law Review 1000, Asia Pacific Legal 500 and Chambers Global —
The World’s Leading Lawyers. Currently, he is a member of the Singapore Ministry of Law Working
Committee dealing with legislative reform in Singapore in relation to corporate insolvency and personal
bankruptcy law.
Ang Peng Koon, Patrick graduated with a Bachelor of Laws from the National University of Singapore
in 1989.
Ho Lon Gee is our Independent Director and was appointed to our Board on 7 July 2011. Ho Lon Gee
is currently the Chief Executive Officer of Tricor Singapore Pte. Ltd., where he oversees the
management of the Tricor group of companies in Singapore. From 1982 to 2004, he served as an
auditor and later as a partner at PricewaterhouseCoopers Singapore where he headed the SME
Enterprise Audit Group and the Corporate Services Practice. Ho Lon Gee is a qualified Chartered
Accountant with the Institute of Chartered Accountants in England and Wales. He is also a member of
the Institute of Certified Public Accountants in Singapore and the Singapore Institute of Directors. In
addition, Ho Lon Gee also serves as assistant honorary treasurer to the Singapore Children Society as
well as chairman to its investment committee and is a member of its remuneration committee. He is also
the Director and chairman of JAG Foundation Limited, a registered charity and an institute of public
character. Ho Lon Gee was previously a member of the Institute of Certified Public Accountants’ Public
Accounting Practice Committee from 2000 to 2007. He is the lead independent director of Singapore
Medical Group Limited, a company listed in Singapore.
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Save for Cindy Tan Yen Pheng who is our Substantial Shareholder and the spouse of our Executive
Director and CEO, Rudy Johansen, none of our Directors, Executive Officers and Substantial
Shareholders is related to one another by blood or marriage.
Rudy Johansen, Rudi Setiadi Tjahjono, Irena Istary Iskandar and Hasnah Nur Thayib have attended the
relevant training on 17 September 2010, 12 October 2010, 8 March 2011 and 12 January 2011
respectively, jointly conducted by the Singapore Institute of Directors and SGX-ST. They have been
updated on the roles and responsibilities of a director and executive officer of a public listed company
in Singapore.
The list of present and past directorships of each Director over the last five (5) years excluding those
held in our Company, is set out below:
Name Present Directorships Past Directorships

Irena Istary Iskandar Group corporations Group corporations
— —
Board of Commissioners
PT Batavia Prosperindo Aset
Manajemen
PT Batavia Prosperindo Internasional
PT Batavia Prosperindo Finance Tbk.(1)
Other corporations Other corporations

PT Prima Multi Rasa —
PT Metalindo Sumber Tani
PT Omegatama Internasional Luas
PT Mitra Abadi Makmur
Rudy Johansen Group corporations Group corporations
PT Batavia Prosperindo Internasional —
Manajemen(2)

— —
Hasnah Nur Thayib Group corporations Group corporations
— —
Manajemen

— —
PT Asuransi Jiwa Sequis Life
PT Austindo Nusantara Jaya Rent
PT Austindo Nusantara Jaya Finance
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Ang Peng Koon, Patrick Group corporations Group corporations
— —
The Esplanade Co Ltd Insolvency Practitioners
Tiong Seng Holdings Limited Association of Singapore
Limited
Ho Lon Gee Group corporations Group corporations
— —

Asian Tour Limited Olivant Advisers (Asia-Pacific)
Asian Tour (Tournament Players Private Limited (dissolved
Division) Pte. Ltd. — members’ voluntary
Barbinder & Co Pte Ltd winding up)
Deemwell lnvestment Limited Pearson Williamson
Evatthouse Corporate Services Pte Ltd Consulting Holdings Pte.
JAG Foundation Limited Ltd. (in liquidation —
MPPL Pte. Ltd. members’ voluntary winding
Outsource Centre Pte Ltd up)
PricewaterhouseCoopers S.E. Asia Praesidium Pte Ltd (in
Holding Pte Ltd liquidation — members’
Singapore Medical Group Limited voluntary winding up)
Tricor CNP Corporate Services Pte Ltd PricewaterhouseCoopers IAS
Tricor Corporate Services Sdn Bhd Pte Ltd
Tricor Holdings Pte. Ltd. PWC Consulting Singapore
Tricor Praesidium Limited Pte Ltd (dissolved —
Tricor Singapore Pte. Ltd. members’ voluntary winding
Tricor WP Corporate Services Pte. Ltd. up)
Tricor Services (Malaysia) Sdn Bhd
Tricor Tax Services Sdn Bhd
Unigestion Asia Pte. Ltd.
Notes:
(1) Irena Istary Iskandar was a commissioner of BPF from 27 April 2005 to 21 October 2008. She was appointed as the
president commissioner of BPF on 21 October 2008.
(2) Rudy Johansen was the president director of BPAM from 22 June 2005 to 3 August 2009. He was appointed as a
commissioner of BPAM on 3 August 2009.
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EXECUTIVE OFFICERS
The day-to-day operations are entrusted to our Executive Director who is assisted by an experienced
and qualified team of Executive Officers. The particulars of our Executive Officers are set out below:
Name Age Address Principal Occupation

Rudi Setiadi Tjahjono 46 Jl. DR Muwardi IIB No. 16 Director of BPI
Grogol Jakarta Barat, Indonesia
Markus Dinarto Pranoto 60 Taman Pluit Permai Timur No. 12A, Director of BPF
Jakarta, Indonesia
Lilis Setiadi 37 Jalan Parang Tritis Raya No. 15A, President Director of
Ancol Barat, Jakarta 14430, BPAM
Indonesia
Vientje Harijanto 37 Taman Duta Mas blok E9 no.09, President Director of

Tubagus Angke, Indonesia BPS
The working, business experience and areas of responsibility of our Executive Officers are set out
below:
Rudi Setiadi Tjahjono has been a director of BPI since 2010 and was appointed Chief Financial
Officer of our Group on 1 January 2011. His responsibility includes overseeing all financial, accounting
and corporate secretarial matters in our Group. He has more than 15 years of experience in
accountancy, audit and finance. In January 2011, he was appointed a member of the audit committee
of PT Indomobil Sukses Internasional Tbk, a company listed on the IDX. He joined BPI and was the
director of finance from November 2007 to September 2008. He was an independent commissioner of
BPF from October 2008 to May 2010. Prior to joining the Group, he was the division head of finance
and accounting from July 1993 to May 2007 and a director from June 2007 to September 2007 at PT
Swadharma Indotama Finance. Prior to that, he was the audit supervisor at Drs. Utomo & Co from
November 1988 to April 1993.
He graduated with a degree in Master of Management from the University of Trisakti Jakarta in 2003.
Markus Dinarto Pranoto has been a director of BPF since 2004. He oversees the business operations
of BPF, specifically marketing and operations. Prior to joining BPF, he was employed as a consumer
finance manager for more than 12 years at various multi finance companies before becoming the
marketing manager of PT Bankers Trust Lippo Finance from 1988 to 1994. He was a marketing
manager of BPF (then known as PT Bira Multi Finance) from 1994 to 1996, and was the director of
marketing from 1996 to 2002. From 2000 to 2004, he was a director of marketing in PT Austindo
Nusantara Jaya Finance.
He graduated with a Bachelor of Economics from the Diponegoro University in 1975.
Lilis Setiadi has been the president director of BPAM since August 2009 and is responsible for all
operational activities relating to BPAM. She has more than 15 years of experience in the banking and
asset management industry. From 1999 to 2003, she was the head of sales for global securities
services at Deutsche Bank AG, Jakarta. From 2003 to 2008, she was the director of mutual funds
(retail) sales at PT. Schroder Investment Management Indonesia.
She graduated with a Bachelor of Science degree in Marketing from Oklahoma State University in
1995. She was granted an investment management licence by Bapepam in 2007.
Vientje Harijanto has more than 15 years of experience in the financial industry. She joined BPAM in
2007 as the director of sales and subsequently joined BPS as a director of sales in 2009. She has been
appointed as the president director of BPS since 15 March 2011. She is responsible for all operational
activities relating to BPS.
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Prior to joining the Group, Vientje Harijanto was a branch manager of PT. Bank Mega Tbk. from 2001
to 2007.
She graduated from TAFE Western Australia in 1996 with a diploma in management. She was also
granted a securities broker/dealer licence (Wakil Perantara Pedagang Efek/WPPE) by Bapepam in
2010.
The list of present and past directorships of each Executive Officers over the last five (5) years
excluding those held in our Company, is set out below:

Rudi Setiadi Tjahjono Group corporations Group corporations
PT Batavia Prosperindo Internasional(1) —
PT Batavia Prosperindo
Finance Tbk.
— PT Swadharma Indotama
Finance
Markus Dinarto Pranoto Group corporations Group corporations

PT Batavia Prosperindo Finance Tbk. —
— —
PT Swakarya Sejati Utama
Lilis Setiadi Group corporations Group corporations
PT Batavia Prosperindo Aset —
Manajemen
— PT. Schroder Investment
Management Indonesia
Vientje Harijanto Group corporations Group corporations
(2)
PT Batavia Prosperindo Sekuritas —
— —
Notes:
(1) Rudi Setiadi Tjahjono was a director of BPI from 23 July 2008 to 18 September 2008. He was reappointed as a director of
BPI on 4 June 2010.
(2) Vientje Harijanto was a director of BPS from 5 January 2011 to 15 March 2011. She was appointed as president director
of BPS on 15 March 2011.
There is no arrangement or understanding with a Substantial Shareholder, customer, principal or other

supplier of our Company or other person, pursuant to which any of our Directors or Executive Officers
was selected as a Director or Executive Officer of our Company.
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MANAGEMENT REPORTING STRUCTURE
The following chart shows our management reporting structure as at the Latest Practicable Date.
Board of Directors
Executive Director and CEO

Rudy Johansen
Executive Executive Executive Executive

Officer Officer Officer Officer
Markus Dinarto Lilis Setiadi(1) Vientje Harijanto Rudi Setiadi
Pranoto (BPF) (BPAM) (BPS) Tjahjono(1) (CFO)
Note:
(1) For the avoidance of doubt, Lilis Setiadi is not related to Rudi Setiadi Tjahjono.
REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED EMPLOYEES
Directors and Executive Officers
The remuneration (including salary, bonus, contributions to CPF or Jamsostek (whichever applicable),
directors’ fees and benefits-in-kind) paid or payable to our Directors and Executive Officers on a pro
forma basis and in remuneration bands for FY2009 and FY2010, and the estimated remuneration
payable to them on a pro forma basis and in remuneration bands for FY2011 are as follows:
Estimated for
FY2009 FY2010 FY2011(1)
Directors
Irena Istary Iskandar(2) Band A Band A Band A
Rudy Johansen Band A Band A Band B
Hasnah Nur Thayib(3) Band A Band A Band A
Ang Peng Koon, Patrick — — Band A
Ho Lon Gee — — Band A
Executive Officers
Rudi Setiadi Tjahjono Band A Band A Band A
Markus Dinarto Pranoto Band A Band A Band A
Lilis Setiadi Band A Band A Band A
Vientje Harijanto Band A Band A Band A
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Remuneration bands:
“Band A” refers to remuneration of up to S$250,000.

“Band B” refers to remuneration from S$250,001 and S$500,000.
“Band C” refers to remuneration from S$500,001 to S$750,000.
Notes:
(1) The estimated remuneration for FY2011 does not include any bonus payable under the Service Agreement of our Executive
Director, Rudy Johansen.
(2) This comprises fees paid to her as commissioner of BPI, BPF and BPAM.
(3) This comprises fees paid to her as president commissioner of BPAM.
Related Employees
As at the Latest Practicable Date, apart from Mugi Setiawan, who is a marketing manager in BPF and
the husband of our Chairman, Non-Executive Director and Substantial Shareholder, Irena Istary
Iskandar, there were no employees related to our Directors and/or Substantial Shareholders. The
Remuneration Committee is of the view that the remuneration of Mugi Setiawan is in line with our staff
remuneration guidelines and commensurate with his job scope and level of responsibilities.
In the event of any new employment of employees who are related to our Directors or Substantial
Shareholders, the remuneration of such employees will be reviewed annually by our Remuneration
Committee to ensure that their remuneration packages are in line with our staff remuneration guidelines
and commensurate with their respective job scopes and level of responsibilities. Any bonuses, pay
increases and/or promotions for these related employees will also be subject to the review and
approval of our Remuneration Committee. In the event that a member of our Remuneration Committee
is related to the employee under review, he will abstain from participating in the review.
EMPLOYEES
As at the Latest Practicable Date, we had 677 full-time employees. A breakdown of our full-time staff
employees by business function is as follows:
As at the
As at As at As at Latest
31 December 31 December 31 December Practicable
Segmented by business function 2008 2009 2010 Date
Consumer financing 258 308 362 458

Asset management 66 48 45 47
Brokerage and corporate finance
advisory 89 109 150 160
Others(1) 9 11 13 12
Total 422 476 570 677
Note:
(1) This comprises employees in our Company and in BPI.
We do not employ a significant number of temporary employees.
None of our employees are unionised. The relationship and co-operation between our management
and staff is good and this is expected to remain so in the future. There has not been any incidence of
work stoppages or labour disputes which affected our operations.
The number of full-time staff that we employ is not subject to any significant seasonal fluctuation.
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Pension or retirement benefits
Other than amounts set aside or accrued in respect of mandatory employee funds and other provisions
required under Indonesian labour law as reflected in the Independent Auditors’ Report, no amounts
have been set aside or accrued by our Company or subsidiaries to provide pension, retirement or
similar benefits to our employees.
SERVICE AGREEMENT
On 15 July 2011, our Company entered into the Service Agreement with Rudy Johansen (the
“Executive”) to appoint him as the CEO of our Company. The Service Agreement will take effect from
the date of admission of our Company to the Catalist for an initial period of three (3) years (“Initial
Term”) and may be renewed at the end of the Initial Term on such period on such terms as may be
agreed between our Company and the Executive, unless otherwise terminated by either party giving at
least six (6) months’ notice in writing or six (6) months’ salary in lieu of such notice to the other
(“termination by mutual agreement”).
Pursuant to termination by mutual agreement, the parties shall agree upon the quantum of the gratuity
payable to the Executive in good faith consultation with each other, taking into consideration the views
of the Remuneration Committee and the pro-rated contributions of the Executive.
If he shall at any time be incapacitated or prevented by physical illness, physical injury, caused by
accident or any other circumstances beyond his control (excluding becoming of unsound mind) (such
incapacity or prevention being hereinafter referred to as the “incapacity”) from discharging in full of his
duties hereunder for a total of six (6) months, our Company may, by notice in writing of six (6) months
to the Executive given at any time so long as the incapacity shall continue, terminate his employment
provided always that the Executive shall be paid his full remuneration for the period of six (6) months
from the time of his incapacity and thereafter such remuneration, if any, as the Board shall in its
absolute discretion determine. The Service Agreement will automatically determine upon the
Executive’s death.
Our Company shall be entitled to immediately terminate the appointment without prior notice, but
without prejudice to any right of action already accrued to any party in respect of any breach of the
Service Agreement, in any of the following cases:
(a) if the Executive commits any material or persistent breach of any of the provisions of the Service
Agreement;
(b) if the Executive is guilty of any grave or wilful misconduct or gross neglect or gross negligence in
the discharge of his duties hereunder;
(c) if the Executive becomes bankrupt or makes any arrangement or composition with his creditors;
(d) if the Executive is guilty of conduct tending to bring himself or our Company into disrepute;
(e) if the Executive becomes of unsound mind;
(f) if the Executive is convicted of any criminal offence other than an offence which in the reasonable
opinion of the Board does not affect his position as Executive Director of our Company;
(g) if the Executive is guilty of dishonesty;
(h) if the Executive neglects or refuses, without reasonable cause, to attend to the business of our
Company or any related company to which he is assigned duties; and/or
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(i) if the Executive ceases to hold the office of director pursuant to our Company’s articles of
association or is disqualified from holding the office of, or acting as, a director of any company,
pursuant to any applicable law, for whatever reason.
In the event the appointment is terminated, our Company shall make payment to the Executive within
14 days in respect of:
(a) all outstanding remuneration by way of salary and/or benefits or calculated on a pro-rata basis, not
including the cash bonus;
(b) where the termination arises due to incapacity, death, items (c) and (e) above (“Exceptional
Events”), a gratuity equal to one (1) week salary for every full year of service by the Executive
from 1 January 1990, with the last day of his appointment; and
(c) in the event that any days of leave that the Executive is entitled (calculated on a pro rata basis)
have yet to be used, our Company shall pay to the Executive the relevant salary calculated on a
pro rata basis.
If termination of the appointment arises due to other events not being the Exceptional Events, the
Executive shall be entitled to payments under (a) and (c) above only.
In the event that the Service Agreement terminates for any reason prior to the Initial Term, the parties
shall agree upon the quantum of the cash bonus payable to the Executive (if any) in good faith
consultation with each other, taking into consideration the views of the Remuneration Committee and
the grounds for termination of the Service Agreement.
Under the Service Agreement, the Executive undertakes that, except with the consent in writing of the
Company, the Executive shall be subject to restrictions on (a) disclosure of confidential information
relating to the Group; and (b) in relation to any trade, business or company, the use of “Malacca
Capital”, “Malacca Trust”, “Batavia Prosperindo” or any other names, logos or trademarks used by the
Group from time to time (if any) in such a way as to be capable of being or likely to be confused with
the names, logos or trademarks of the Group and shall use all reasonable endeavours to procure that
no such names, logos, or trademarks shall be used by any person, firm or company with which he is
connected.
Pursuant to a non-compete undertaking entered into by the Executive on 28 June 2011, the Executive
is also subject to non-competition obligations. Please refer to the section entitled “Interested Person
Transactions — Potential Conflicts of Interest” of this Offer Document for more details on the aforesaid
undertaking.
Pursuant to the Service Agreement, the Executive will receive an annual basic salary (inclusive of
directors’ fees) and an annual wage supplement in the aggregate of S$260,000 (or its equivalent in
Indonesian Rupiah), of which the basic salary (inclusive of directors’ fees) shall be payable in arrears
at the end of each month of employment and the annual wage supplement (which is the equivalent of
two (2) months’ salary) shall be paid in the 4th quarter of each current financial year. Our Company will
also reimburse the Executive for all reasonable travelling, accommodation, entertainment and other
out-of-pocket expenses reasonably incurred by him in or about the discharge of his duties. The
Executive is entitled to, inter alia, a golf club membership, the use of a company car and to any other
benefits and/or participation in scheme provided for in our Company’s then current human resource
policies.
The Executive will also be entitled to a cash bonus which shall not exceed S$1.6 million. The cash
bonus shall be calculated as follows:6,940,260 (being 2% of the number of Shares immediately after
the listing of our Company on the Catalist) times the sum of the following:
(a) Cumulative Volume Weighted Average Price (A) minus the Issue Price;
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(b) Cumulative Volume Weighted Average Price (B) minus the Cumulative Volume Weighted Average
Price (A); and
(c) Cumulative Volume Weighted Average Price (C) minus Cumulative Volume Weighted Average
Price (B).
If the resultant figure as calculated according to the formula above is greater than zero, the Executive
will be entitled to the cash bonus as calculated in the above formula.
If the resultant figure as calculated according to the formula above is not greater than zero, the amount
of cash bonus payable to the Executive shall be determined by our Company in its sole discretion,
taking into consideration the views of the Remuneration Committee.
For this purpose, the following terms shall be defined as follows:
“Cumulative Volume : The total value of transactions in the Shares (for each
Weighted Average Price (A)” transaction, the price multiplied by the volume) in the Relevant
Period A divided by the volume transacted in the Relevant
Period A
Weighted Average Price (B)” transaction, the price multiplied by the volume) in the Relevant
Period B divided by the volume transacted in the Relevant
Period B
Weighted Average Price (C)” transaction, the price multiplied by the volume) in the Relevant
Period C divided by the volume transacted in the Relevant
Period C
“Relevant Period A” : The first ten (10) Trading Days in July 2012
“Relevant Period B” : The first ten (10) Trading Days in July 2013
“Relevant Period C” : The first ten (10) Trading Days in July 2014
“Trading Day” : A day on which the SGX-ST is open for trading in securities
and there is trading of the Shares on the SGX-ST
In the event the calculation of the cash bonus payable to the Executive is affected by any corporate
actions including but not limited to dividends, share splits, bonus shares, share consolidations and any
adjustments to the issued share capital of the Company, the parties agree that such calculation shall
be adjusted to take into account factors including the pro rated change in the share capital of the
Company and share value, where applicable, and shall be subject to prior written approval by the
Remuneration Committee.
Save as disclosed above, and other than performance-based employment bonus, there are no bonus
or profit-sharing plans or any other profit-linked agreements or arrangements between our Company
and any of our Directors, Executive Officers or employees.
Under the Service Agreement, the remuneration of the Executive is subject to annual review by the
Board and/or the Remuneration Committee.
During the continuance of the Executive’s employment under the Service Agreement, the Executive’s
basic monthly salary shall be payable in arrears at the end of each month.
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Had the Service Agreement been in effect for FY2010, our profit before income tax and profit after
income tax attributable to equity holders of our Company and EPS for FY2010 would have been
approximately S$9.4 million, S$6.0 million and 2.3 cents respectively. The adjustments made due to the
Service Agreement exclude bonus payments.
Save as disclosed above, there are no other existing or proposed service contracts entered into or to
be entered into between our Company and our subsidiaries with any of our Directors or Executive
Officers. There are no existing or proposed service agreements entered or to be entered into by our
Directors with our Company or any of its subsidiaries which provide for benefits upon termination of
employment.
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CORPORATE GOVERNANCE
The Directors recognise the importance of corporate governance and the offering of high standards of
accountability to the Shareholders of our Company.
Our Board has formed three (3) committees: (i) the Nominating Committee; (ii) the Remuneration
Committee; and (iii) the Audit Committee.
Nominating Committee
Our Nominating Committee comprises Ho Lon Gee, Hasnah Nur Thayib and Irena Istary Iskandar. The
Chairman of the Nominating Committee is Ho Lon Gee.
Our Nominating Committee will be responsible for:
(a) reviewing and recommending the nomination or re-nomination of our Directors having regard to
our Director’s contribution and performance;
(b) determining on an annual basis whether or not a Director is independent;
(c) deciding whether or not a Director is able to and has been adequately carrying out his duties as
a director; and
(d) reviewing and approving any new employment of related persons and the proposed terms of their
employment.
The Nominating Committee will decide how our Board’s performance is to be evaluated and propose
objective performance criteria, subject to the approval of the Board, which address how the Board has
enhanced long-term Shareholders’ value. Our Board will also implement a process to be carried out by
the Nominating Committee for assessing the effectiveness of our Board as a whole and for assessing
the contribution of each individual Director to the effectiveness of our Board. Each member of the
Nominating Committee shall abstain from voting on any resolutions in respect of the assessment of his
performance or re-nomination as Director.
Remuneration Committee
Our Remuneration Committee comprises Ang Peng Koon, Patrick, Hasnah Nur Thayib and Irena Istary
Iskandar. The Chairman of the Remuneration Committee is Ang Peng Koon, Patrick.
Our Remuneration Committee will recommend to our Board a framework of remuneration for our
Directors and Executive Officers, and determine specific remuneration packages for each Executive
Director. The recommendations of our Remuneration Committee should be submitted for endorsement
by our entire Board. All aspects of remuneration, including but not limited to directors’ fees, salaries,
allowances, bonuses and other benefits-in-kind shall be covered by our Remuneration Committee.
Each member of the Remuneration Committee shall abstain from voting on any resolutions in respect
of his remuneration package.
The remuneration of related employees will be reviewed annually by our Remuneration Committee to
ensure that their remuneration packages are in line with our staff remuneration guidelines and
commensurate with their respective job scopes and level of responsibilities. Any bonuses, pay
increases and/or promotions for these related employees will also be subject to the review and
approval of our Remuneration Committee. In the event that a member of our Remuneration Committee
is related to the employee under review, he will abstain from participating in the review.
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Audit Committee
Our Audit Committee comprises Hasnah Nur Thayib, Ho Lon Gee and Irena Istary Iskandar. The
Chairman of the Audit Committee is Hasnah Nur Thayib. Our Directors recognise the importance of
corporate governance and the offering of high standards of accountability to the Shareholders of our
Company.
Our Audit Committee does not have any existing business or professional relationship of a material
nature with our Group, our Directors or Substantial Shareholders.
Our Audit Committee shall meet periodically to perform the following functions:
(a) review with the external auditors the audit plans, their evaluation of the system of internal controls,
their audit report, their management letter and our management’s response;
(b) review with the internal auditors the internal audit plans and their evaluation of the adequacy of
our internal control and accounting system before submission of the results of such review to our
Board for approval prior to the incorporation of such results in our annual report (where
necessary);
(c) review the internal control and procedures and ensure co-ordination between the external
auditors and our management, and review the assistance given by our management to the
auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and
any matters which the auditors may wish to discuss (in the absence of our management where
necessary);
(d) review the external auditors’ reports;
(e) review the co-operation given by our Company’s officers to the external auditors;
(f) review the half yearly and annual, and quarterly if applicable, financial statements and results
announcements before submission to our Board for approval, focusing in particular, on changes
in accounting policies and practices, major risk areas, significant adjustments resulting from the
audit, the going concern statement, compliance with accounting standards as well as compliance
with any stock exchange and statutory/regulatory requirements;
(g) review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on our Group’s operating results or financial position, and our management’s response;
(h) consider the appointment or re-appointment of the external auditors and matters relating to
resignation or dismissal of the auditors;
(i) review transactions falling within the scope of Chapter 9 and Chapter 10 of the Catalist Rules (if
any);
(j) review potential conflicts of interest (if any) and to set out a framework to resolve or mitigate any
potential conflicts of interests;
(k) review the effectiveness and adequacy of our administrative, operating, internal accounting and
financial control procedures;
(l) review our key financial risk areas, with a view to providing an independent oversight on our
Group’s financial reporting, the outcome of such review to be disclosed in the annual reports or
if the findings are material, to be immediately announced via SGXNET;
169
(m) undertake such other reviews and projects as may be requested by our Board and report to our
Board its findings from time to time on matters arising and requiring the attention of our Audit
Committee;
(n) generally to undertake such other functions and duties as may be required by statute or the
Catalist Rules, and by such amendments made thereto from time to time;
(o) review arrangements by which our staff may, in confidence, raise concerns about possible
improprieties in matters of financial reporting and to ensure that arrangements are in place for the
independent investigations of such matter and for appropriate follow-up; and
(p) review our Group’s compliance with such functions and duties as may be required under the
relevant statutes or the Catalist Rules, including such amendments made thereto from time to
time.
Apart from the duties listed above, our Audit Committee shall commission and review the findings of
internal investigations into matters where there is any suspected fraud or irregularity, or failure of
internal controls or suspected infringement of any law, rule or regulation of the jurisdictions in which our
Group operates which has or is likely to have a material impact on our Company’s operating results
and/or financial position. In the event that a member of our Audit Committee is interested in any matter
being considered by our Audit Committee, he will abstain from reviewing and deliberating on that
particular transaction or voting on that particular resolution.
Our Audit Committee, after having conducted an interview with Rudi Setiadi Tjahjono and considered:
(a) the qualifications and past working experiences of Rudi Setiadi Tjahjono (as described in the
section entitled “Directors, Management and Staff — Executive Officers” of this Offer Document)
which are compatible with his position as Chief Financial Officer of our Group;
(b) Rudi Setiadi Tjahjono’s past audit, taxation and accounting related experiences;
(c) Rudi Setiadi Tjahjono’s demonstration of the requisite competency in finance-related matters in
connection with the preparation for the listing of our Company;
(d) the absence of negative feedback on Rudi Setiadi Tjahjono from the representatives of our
Group’s Independent Auditors and Reporting Accountants, BDO LLP; and
(e) the absence of internal control weaknesses attributable to Rudi Setiadi Tjahjono identified during
the internal control review conducted by the internal auditors,
our Audit Committee is of the view that Rudi Setiadi Tjahjono is suitable for the position of CFO of our
Group. In addition, he shall be subject to performance appraisal by our Audit Committee on an annual
basis to ensure satisfactory performance.
The Audit Committee shall also commission an annual internal control audit until such time as the Audit
Committee is satisfied that our Group’s internal controls are robust and effective enough to mitigate our
Group’s internal control weaknesses (if any). Prior to the decommissioning of such an annual audit, our
Board is required to report to the SGX-ST and the Manager and Sponsor on how the key internal control
weaknesses have been rectified, and the basis for the decision to decommission the annual internal
control audit. Thereafter, such audits may be initiated by the Audit Committee as and when it deems fit
to satisfy itself that our Group’s internal controls remain robust and effective. Upon completion of the
internal control audit, appropriate disclosure must be made via SGXNET on any material, price-
sensitive internal control weaknesses and any follow-up actions to be taken by our Board.
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Board Practices
Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors
takes place annually. One third (or the number nearest one third) of our Directors, are required to retire
from office at each annual general meeting. Further, each Director is required to retire from office at
least once in every three (3) years. However, a retiring Director is eligible for re-election at the meeting
at which he retires. Further details on the appointment and retirement of Directors can be found in the
section entitled “Summary of Selected Articles of Association of our Company” as set out in Appendix
E of this Offer Document.
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EXCHANGE CONTROLS
The following is a description of the exchange controls that exist in the jurisdictions which our Group
operates in.
Singapore
Currently, no foreign exchange control restrictions exist in Singapore.
Indonesia
Indonesia has limited foreign exchange controls. The Rupiah and foreign currency have been, and in
general are, freely convertible. However, to maintain the stability of the Rupiah, and to prevent the
utilisation of the Rupiah for speculative purposes by non-residents, the Bank Indonesia has introduced
regulations to prohibit the movement of Rupiah from banks within Indonesia to offshore banks, offshore
branches of an Indonesian bank, or any investment denominated in Rupiah with foreign parties and/or
Indonesian parties domiciled or permanently residing outside Indonesia, thereby limiting offshore
trading to existing sources of liquidity. In addition, there is a reporting requirement to Bank Indonesia
of foreign exchange transactions carried through banks or non-bank financial institutions (for example,
insurance companies, securities companies, finance companies or venture capital companies) in
Indonesia. The repatriation of capital or remittance of profit may be made subject to the reporting
requirement to Bank Indonesia on the foreign exchange activities. The requirement is imposed on the
relevant Indonesian banks or non-bank financial institutions that carry out the transactions. There is
also a reporting requirement to Bank Indonesia imposed on certain activities of Indonesian companies
(with total assets or annual sales of not less than IDR 100 billion) with regard to their offshore financial
assets and liabilities which are not carried out through the Indonesian banking system.
Save for the regulations pertaining to the reporting of foreign exchange activities and withholding tax,
as described in the section entitled “Taxation” in Appendix F of this Offer Document, there are no other
regulations governing profit and capital remittance out of Indonesia.
172
CLEARANCE AND SETTLEMENT
Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement
system of the CDP, and all dealings in and transactions of our Shares through Catalist will be effected
in accordance with the terms and conditions for the operation of securities accounts with the CDP, as
amended, modified or supplemented from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf
of persons who maintain, either directly or through depository agents, securities accounts with CDP.
Persons named as direct securities account holders and depository agents in the depository register
maintained by the CDP, rather than CDP itself, will be treated, under our Articles of Association and the
Companies Act, as members of our Company in respect of the number of Shares credited to their
respective securities accounts.
Persons holding our Shares in securities account with CDP may withdraw the number of Shares they
own from the book-entry settlement system in the form of physical share certificates. Such share
certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist although
they will be prima facie evidence of title and may be transferred in accordance with our Articles of
Association. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each
withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book-entry
settlement system and obtaining physical share certificates. In addition, a fee of S$2.00 or such other
amount as our Directors may decide, is payable to the share registrar for each share certificate issued
and a stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of the person
withdrawing our Shares or S$0.20 per S$100.00 or part thereof of the last-transacted price where it is
withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade
on Catalist must deposit with CDP their share certificates together with the duly executed and stamped
instruments of transfer in favour of CDP, and have their respective securities accounts credited with the
number of Shares deposited before they can effect the desired trades. A fee of S$10.00 subject to GST
at the prevailing rate (currently 7.0%) is payable to CDP upon the deposit of each instrument of transfer
with CDP.
Transactions in our Shares under the book-entry settlement system will be reflected by the seller’s
securities account being debited with the number of Shares sold and the buyer’s securities account
being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for
our Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on the Catalist is payable at the rate of 0.04 per cent
of the transaction value subject to a maximum of S$600.00 per transaction. The clearing fee, instrument
of transfer deposit fee and share withdrawal fee may be subject to GST at the prevailing rate (currently
7.0%) (or such other rate prevailing from time to time).
Dealings of our Shares will be carried out in Singapore Dollars and will be effected for settlement on
CDP on a scripless basis. Settlement of trades on a normal “ready” basis on the Catalist generally takes
place on the third Market Day following the transaction date, and payment for the securities is generally
settled on the following business day. CDP holds securities on behalf of investors in securities
accounts. An investor may open a direct account with CDP or a sub-account with a CDP agent. The
CDP agent may be a member company of the SGX-ST, bank, merchant bank or trust company.
173
GENERAL AND STATUTORY INFORMATION
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1. Save as disclosed below, none of our Directors, Executive Officers and Controlling Shareholder:
(a) has, at any time during the last ten (10) years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was
a partner at the time when he was a partner or at any time within two (2) years from the date
he ceased to be a partner;
(b) has, at any time during the last ten (10) years, had an application or a petition under any law
of any jurisdiction filed against an entity (not being a partnership) of which he was a director
or an equivalent person or a key executive, at the time when he was a director or an
equivalent person or a key executive of that entity or at any time within two (2) years from
the date he ceased to be a director or an equivalent person or a key executive of that entity,
for the winding up or dissolution of that entity or, where that entity is the trustee of a business
trust, that business trust, on the ground of insolvency;
(c) has any unsatisfied judgement against him;
(d) has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment, or has been the subject of any criminal
proceedings (including any pending criminal proceedings of which he is aware) for such
purpose;
(e) has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of
any law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or has been the subject of any criminal proceedings (including any
pending criminal proceedings of which he is aware) for such breach;
(f) has, at any time during the last ten (10) years, had judgment entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, or a
finding of fraud, misrepresentation or dishonesty on his part, nor has he been the subject of
any civil proceedings (including any pending civil proceedings of which he is aware)
involving an allegation of fraud, misrepresentation or dishonesty on his part;
(g) has ever been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;
(h) has ever been disqualified from acting as a director or an equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i) has ever been the subject of any order, judgment or ruling of any court, tribunal or
governmental body permanently or temporarily enjoining him from engaging in any type of
business practice or activity;
(j) has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of the affairs of:
(i) any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
174
(ii) any entity (not being a corporation) which has been investigated for a breach of any law
or regulatory requirement governing such entities in Singapore or elsewhere;
(iii) any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the entity or business trust; or
(k) has been the subject of any current or past investigation or disciplinary proceedings, or has
been reprimanded or issued any warning, by the Authority or any other regulatory authority,
exchange, professional body or governmental agency, whether in Singapore or elsewhere.
Litigation suit involving our Executive Officer, Markus Dinarto Pranoto
On 7 August 2007, PT Swakarya Sejati Utama (“SSU”) (as purchaser) entered into a sale
and purchase agreement (“SPA”) with Edgar Willy Yohannes Tjai (as vendor) (“Edgar”) in
respect of shares in PT Trimitra Adiyasa (“Trimitra Shares”) for the consideration amount of
IDR 1,842,000,000. The shares were subsequently transferred by Edgar to SSU. On 21
January 2011, Edgar filed a civil suit to West Jakarta District Court against several persons,
including the director and commissioner of SSU, for breach of the terms of the SPA. Edgar
alleged that SSU did not make payment of consideration for the above transfer of the
Trimitra Shares. Our Executive Officer, Markus Dinarto Pranoto is the commissioner of SSU.
As at the Latest Practicable Date, 30% of the paid-up share capital of SSU was owned by
PT Mutiara Cemerlang. PT Mutiara Cemerlang has the same shareholders as our Company,
namely Great Everlasting Pte. Ltd, Star Malacca Pte. Ltd, Ultima Value Investments Pte. Ltd,
UltraRich International Holdings Ltd and Grow Freedom Incorporated. Please refer to the
section entitled “Shareholders” of this Offer Document for more information and the relevant
trust arrangements.
Pursuant to the civil suit, Edgar is claiming against the defendants for the following:
(a) payment of consideration in the amount IDR 1,842,000,000;
(b) interest at 3% per month of the consideration amount calculated from 7 August 2007
until (a) is fully paid;
(c) immaterial loss of IDR 11,842,000,000; and
(d) an amount of IDR 10,000,000 for each day of delay in payment pursuant to the
execution of the court’s decision.
As at the Latest Practicable Date, the status of the claim was pending.
2. There is no shareholding qualification for Directors under the Articles of Association of our
Company.
175
SHARE CAPITAL
3. Save as disclosed below and in the sections entitled “Dilution”, “Share Capital” and “Restructuring
Exercise” of this Offer Document, there were no changes in the issued and paid-up share capital
of our Company and our subsidiaries within the last three (3) years preceding the Latest
Practicable Date.
Resultant
Number of Issue Price of Total issued
Shares issued/ each Share consideration Purpose of share
Date of issue cancelled (S$) (S$) issue capital (S$)
Our Company
23 April 2008 1,657,937 1.00 1,657,937 Increase in 1,667,937
registered capital
23 April 2008 192,448 1.00 192,448 Increase in 1,860,385
registered capital
23 April 2008 74,092 1.00 74,092 Increase in 1,934,477
registered capital
25 June 2008 8,544,911 1.00 8,544,911 Increase in 10,479,388
(consideration registered capital
paid other than
in cash)
25 June 2008 991,864 1.00 991,864 Increase in 11,471,252
paid other than
in cash)
25 June 2008 381,868 1.00 381,868 Increase in 11,853,120
paid other than
in cash)
30 November 2009 553,096 approximately 579,168 Increase in 12,432,288
1.05 registered capital
30 November 2009 856,687 approximately 1,022,843 Increase in 13,455,131
30 November 2009 856,687 approximately 1,022,843 Increase in 14,477,974
31 December 2010 436,688 approximately 957,625 Increase in 15,435,599
Number of Issue Price of

Shares issued/ each Share Purpose of Resultant issued
Date of issue cancelled (IDR) issue share capital (IDR)
BPI
4 July 2008 125,000 100,000 Increase in 71,065,000,000
registered
capital
8 December 2009 181,099 100,000 Increase in 89,174,900,000
registered
capital
29 December 2010 66,060 100,000 Increase in 95,780,900,000
registered
capital
176
BPF
6 October 2008 150,000,000 100 Increase in 55,000,000,000
registered
capital
10 September 2009 450,000,000 100 Increase in 100,000,000,000
registered
capital

BPAM
10 July 2008 12,500 (A series) 1,000,000 Increase in 25,000,000,000
and registered capital
1,389 (B series)
10 July 2009 13,500 (A series) 1,000,000 Increase in 40,000,000,000
and registered capital
1,500 (B series)
30 September 2010 8,888 500,000 Increase in 44,444,000,000
registered capital

BPS
10 June 2009 900,000 100,000 Increase in 160,000,000,000
registered capital
29 July 2010 300,000 100,000 Reduction in 130,000,000,000
registered capital
9 November 2010 700,000 100,000 Reduction in 60,000,000,000
registered capital
4. Save as disclosed above and under the section entitled “Restructuring Exercise” of this Offer
Document, no shares in, or debentures of, our Company or any of our subsidiaries have been
issued, or are proposed to be issued, as fully or partly paid for in cash or for a consideration other
than cash, during the last three (3) years preceding the date of this Offer Document.
MEMORANDUM AND ARTICLES OF ASSOCIATION
5. The nature of our Company’s business has been stated earlier in this Offer Document. Our objects
can be found in our Memorandum of Association which is available for inspection at our registered
office in accordance with paragraph 17 in the section entitled “General and Statutory Information
— Documents Available for Inspection” of this Offer Document.
An extract of our Articles of Association relating to, inter alia, Directors’ powers to vote on
contracts in which they are interested, Directors’ remuneration, Directors’ borrowing powers,
Directors’ retirement, Directors’ share qualification, rights pertaining to shares, convening of
general meetings and alteration of capital are set out in the section entitled “Summary of Selected
177
Articles of Association of our Company” set out in Appendix E of this Offer Document. The Articles
of Association of our Company is available for inspection at our registered office in accordance
with paragraph 17 in the section entitled “General and Statutory Information — Documents
Available for Inspection” of this Offer Document.
MATERIAL CONTRACTS
6. The following contracts, not being contracts entered into in the ordinary course of business, have
been entered into by our Company and our subsidiaries or subsisting within the two (2) years
preceding the date of this Offer Document and are or may be material:
(a) the Management Agreement dated 18 July 2011 entered into between our Company and
PPCF as the Manager and Sponsor whereby our Company appointed PPCF to manage and
sponsor the Invitation. PPCF will receive a management fee for its services rendered in
connection with the Invitation;
(b) the Placement Agreement dated 18 July 2011 entered into between our Company and
UOBKH as the Placement Agent whereby the Placement Agent agreed to subscribe for or
procure subscriptions for the Placement Shares for a placement commission of 2.5% of the
aggregate Issue Price for the total number of Placement Shares, payable by our Company.
The Placement Agent may, at its absolute discretion, appoint one or more sub-placement
agents for the Placement Shares;
(c) the Underwriting Agreement dated 18 July 2011 entered into between our Company and
UOBKH as the Underwriter whereby our Company appointed the Underwriter to underwrite
the Offer Shares for a commission of 2.5% of the aggregate Issue Price for the total number
of Offer Shares, payable by our Company, for subscribing or procuring subscribers for any
Offer Shares not subscribed for pursuant to the Invitation and will pay or procure payment
to our Company for such Offer Shares. The Underwriter may, at its absolute discretion
appoint one or more secondary sub-underwriters for the Offer Shares;
(d) the Share Subscription Agreement dated 9 June 2011 entered into between Wuwungan,
BPI, BPF and existing shareholders of Wuwungan, pursuant to which BPI and BPF agreed
to subscribe for approximately 61.32% and 25.00% of the enlarged paid-up share capital of
Wuwungan respectively subject to certain conditions precedent being satisfied. As at the
date of this Offer Document, the Share Subscription Agreement has not been completed;
and
(e) the Share Purchase Agreement dated 9 June 2011 entered into between Wuwungan, BPI,
BPF and existing shareholders of Wuwungan, pursuant to which BPI agreed to purchase
approximately 3.19% of the enlarged paid-up share capital of Wuwungan from Rudy
Alexander Wuwungan subject to certain conditions precedent being satisfied. As at the date
of this Offer Document, the Share Purchase Agreement has not been completed.
LITIGATION
7. As at the Latest Practicable Date, neither our Company nor any of our subsidiaries was engaged
in any legal or arbitration proceedings as plaintiff or defendant including those which are pending
or known to be contemplated which may have or have had, in the last 12 months before the date
of this Offer Document, a material effect on the financial position or the profitability of our
Company or any of our subsidiaries.
178
MISCELLANEOUS
8. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the
public within the two (2) years preceding the date of this Offer Document.
9. There has not been any public takeover offer by a third party in respect of our Shares or by our
Company in respect of shares of another corporation or units of a business trust which has
occurred between 1 January 2010 and the Latest Practicable Date.
10. Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of FY2010 to the Latest Practicable Date which may have a material effect
on the financial position and results of our Group or the financial information provided in this Offer
Document.
11. Details, including the name, address and professional qualifications including membership in a
professional body of the auditors of our Company for the Period Under Review are as follows:
Membership in Partner-in-charge /
Name and address professional body Professional qualification
BDO LLP Institute of Certified For the financial years
Public Accountants and Certified Public Public Accountants of ended 2009 and 2010
Accountants Singapore
21 Merchant Road #05-01 Leong Hon Mun Peter/
Royal Merukh Certified Public Accountant,
S.E.A. Building Singapore
Singapore 058267
We currently have no intention of changing our auditors after the admission to, and listing of, our
12. We do not have a principal relationship with any banking institutions as we work with different
banking institutions from time to time depending on funding needs and cost of funding from such
banking institutions.
CONSENTS
13. The Independent Auditors and Reporting Accountants, BDO LLP, have given and have not
withdrawn their written consent to the issue of this Offer Document with the inclusion herein of the
Independent Auditors’ Report and the Proforma Report as set out in Appendices A and B of this
Offer Document respectively in the form and context in which they are included and references to
their name in the form and context in which it appears in this Offer Document and to act in such
capacity in relation to this Offer Document.
14. The Manager and Sponsor, the Underwriter and the Placement Agent have each given and have
not withdrawn their written consents to the issue of this Offer Document with the inclusion herein
of their names and references thereto in the form and context in which they respectively appear
in this Offer Document and to act in such respective capacities in relation to this Offer Document.
15. The Solicitors to the Company on Singapore Law, the Solicitors to the Company on Indonesian
Law, the Share Registrar and the Receiving Banker have each given and have not withdrawn their
written consents to the issue of this Offer Document with the inclusion herein of their names and
references thereto in the form and context in which they respectively appear in this Offer
Document and to act in such respective capacities in relation to this Offer Document.
16. The Solicitors to the Company on Singapore Law, the Solicitors to the Company on Indonesian
Law, the Share Registrar, the Placement Agent and the Receiving Banker do not make, or purport
to make, any statement in this Offer Document or any statement upon which a statement in this
179
Offer Document is based and each of them makes no representation regarding any statement in
this Offer Document, and to the maximum extent permitted by law, expressly disclaim and take no
responsibility for any liability to any persons which is based on, or arises out of, the statements,
information, opinions in or omissions from this Offer Document.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS
17. This Offer Document has been seen and approved by our Directors and they individually and
collectively accept full responsibility for the accuracy of the information given herein and confirm,
having made all reasonable enquiries, that to the best of their knowledge and belief, the facts
stated and the opinions expressed herein are fair and accurate in all material respects as of the
date hereof and there are no material facts the omission of which would make any statements in
this Offer Document misleading and that this Offer Document constitutes full and true disclosure
of all material facts about the Invitation and our Group. Our Directors also confirm that the
consolidated financial statements for FY2008, FY2009 and FY2010 have been stated after due
and careful enquiry.
DOCUMENTS AVAILABLE FOR INSPECTION
18. The following documents or copies thereof may be inspected at our registered office at 1 Scotts
Road #20-02, Shaw Centre, Singapore 228208 during normal business hours for a period of six
(6) months from the date of registration of this Offer Document with the SGX-ST:
(a) the Memorandum and Articles of Association of our Company;
(b) the Independent Auditors’ Report;
(c) the Proforma Report;
(d) the material contracts referred to in this Offer Document;
(e) the letters of consent referred to in this Offer Document; and
(f) the Service Agreement referred to in this Offer Document.
180
APPENDIX A
INDEPENDENT AUDITORS’ REPORT ON THE

AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2008, 2009 AND 2010

and its subsidiaries
Audited Consolidated Financial Statements

For the financial years ended 31 December 2008, 2009 and 2010
A-1
INDEPENDENT AUDITORS’ REPORT ON THE
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
STATEMENT BY DIRECTOR
I, Rudy Johansen, being the Director of Malacca Trust Limited (the “Company”), do hereby state that,
in the opinion of the Board of Directors,
(i) the accompanying consolidated financial statements as set out on pages A-5 to A-70 together with
notes thereto are drawn up so as to present fairly, in all material respects, the state of affairs of
the Company and its subsidiaries (the “Group”) as at 31 December 2008, 2009 and 2010 and of
the results, changes in equity and cash flows of the Group for the financial years ended on those
dates, and
(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they fall due.
On behalf of the Board of Directors
Rudy Johansen
Director
Singapore
18 July 2011
A-2
INDEPENDENT AUDITORS’ REPORT ON THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2008, 2009 AND 2010
18 July 2011
The Board of Directors

Malacca Trust Limited
No.1 Scotts Road,
#20-02 Shaw Centre
Singapore 228208
Dear Sirs,
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Malacca Trust Limited (the
“Company”) and its subsidiaries (collectively the “Group”) as set out on pages A-5 to A-70, comprising
the consolidated statements of financial position as at 31 December 2008, 2009 and 2010, and the
consolidated statements of comprehensive income, consolidated statements of changes in equity and
consolidated statements of cash flows for the financial years ended 31 December 2008, 2009 and 2010
and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation of consolidated financial statements that give a true and
fair view in accordance with Singapore Financial Reporting Standards and for devising and maintaining
a system of internal accounting controls sufficient to provide a reasonable assurance that assets are
safeguarded against loss from unauthorised use or disposition; and transactions are properly
authorised and that they are recorded as necessary to permit the preparation of true and fair profit and
loss accounts and balance sheets and to maintain accountability of assets.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with Singapore Standards on Auditing. Those standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the consolidated financial statements. The procedures selected depend on the auditor’s judgement,
including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation of the consolidated financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
A-3
INDEPENDENT AUDITORS’ REPORT ON THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2008, 2009 AND 2010
(Continued)
Report on the Consolidated Financial Statements (Continued)
Opinion
In our opinion, the accompanying consolidated financial statements of the Group present fairly, in all
material respects, the state of affairs of the Group as at 31 December 2008, 2009 and 2010 and the
results, changes in equity and cash flows of the Group for the financial years ended 31 December 2008,
2009 and 2010 in accordance with the Singapore Financial Reporting Standards.
Report on Other Legal and Regulatory Requirements
This report has been prepared solely for inclusion in the Offer Document of the Company in connection
with the initial public offering of ordinary shares of the Company on the Singapore Exchange Securities
Trading Limited. No audited financial statements of the Company or its subsidiaries have been
prepared for any period subsequent to 31 December 2010.
Yours faithfully
BDO LLP
Public Accountants and
Certified Public Accountants
Singapore
Leong Hon Mun Peter

Partner-in-charge
A-4
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2008, 2009 AND 2010
Note 2008 2009 2010

Rp’000 Rp’000 Rp’000
ASSETS
Cash and cash equivalents 5 43,535,124 121,886,639 176,084,408
Financial assets at fair value through profit or loss 6 129,149,383 113,219,149 74,574,090
Trade and other receivables 7 233,716,798 356,837,239 436,581,342
Prepayments 8 5,162,377 5,977,403 5,972,548
Plant and equipment 9 16,180,805 16,092,180 14,629,137
Investment in an associate 10 314,786 — —
Available-for-sale financial assets 11 24,203,454 52,445,795 690,690
Goodwill 12 2,223,618 2,223,618 2,223,618
Restricted time deposits 13 1,456,454 1,488,472 1,760,839
Deferred tax assets 14 3,769,053 3,185,447 3,209,355
Other assets 15 3,636,115 4,446,292 9,910,580
Total assets 463,347,967 677,802,234 725,636,607
EQUITY AND LIABILITIES

Equity
Share capital 16 76,415,699 94,041,280 100,647,280
Other reserves 17 (22,638,986) 9,978,236 (3,825,265)
Accumulated profits 66,907,264 96,892,477 137,262,421
Equity attributable to owners of the parent 120,683,977 200,911,993 234,084,436

Non-controlling interests 29,117,129 56,670,418 18,098,440
Total equity 149,801,106 257,582,411 252,182,876
Liabilities
Trade and other payables 18 132,394,916 307,138,563 236,189,298
Bank borrowings 19 169,335,753 99,460,526 223,231,919
Finance lease payables 20 — — 293,236
Current income tax payable 3,187,408 2,019,280 2,441,722
Provision for employee benefits 21 8,628,784 11,601,454 11,297,556
Total liabilities 313,546,861 420,219,823 473,453,731
Total equity and liabilities 463,347,967 677,802,234 725,636,607
The accompanying notes form an integral part of these consolidated financial statements.
A-5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Note 2008 2009 2010

Rp’000 Rp’000 Rp’000
Interest income 65,889,895 70,147,706 87,328,436
Interest expense (30,243,493) (25,798,325) (21,465,374)
Net interest income 22 35,646,402 44,349,381 65,863,062

Fee and commission income 23 62,393,121 78,857,361 104,601,294
Gain on trading of equity and debt securities 9,170,986 10,997,549 18,096,548
Total operating income 107,210,509 134,204,291 188,560,904

Operating expenses (76,898,379) (96,240,809) (134,345,938)
Other income 24 5,596,871 12,439,173 11,534,669
Other expenses (1,225,159) (3,645,385) (2,219,279)
Results from operating activities 34,683,842 46,757,270 63,530,356

Share of results of an associate, net of tax (121,701) (156,886) —
Profit before income tax 25 34,562,141 46,600,384 63,530,356

Income tax expense 26 (10,180,893) (9,031,770) (11,244,414)
Profit for the financial year 24,381,248 37,568,614 52,285,942
Other comprehensive income

Fair value changes on available-for-sale financial
assets (22,375,843) 25,486,070 (4,823,656)
Foreign currency translation differences on translation
of non-Indonesian rupiah financial statements 2,566,193 (1,946,767) (61,872)
Actuarial losses on defined benefit plan — — (127,808)
Income tax relating to components of other
comprehensive income — — —
Total other comprehensive income for the financial

year, net of tax (19,809,650) 23,539,303 (5,013,336)
Total comprehensive income for the financial year 4,571,598 61,107,917 47,272,606
Profit attributable to:

Owners of the parent 20,684,876 29,985,213 40,497,752
24,381,248 37,568,614 52,285,942
Total comprehensive income attributable to:

Owners of the parent 875,225 53,523,974 35,484,958
4,571,598 61,107,917 47,272,606
Earnings per share (cents) 27

– Basic 174,510 212,366 278,215
– Diluted 174,510 212,366 278,215
– Based on Pre-invitation shares 7,895 11,444 15,456
A-6
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Attributable to owners of the parent
Non-
Share Other Accumulated controlling Total
capital reserves profits Total interests equity
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
Balance at 1 January 2008 57,737 (2,829,335) 46,222,388 43,450,790 22,895,261 66,346,051
Profit for the financial year — — 20,684,876 20,684,876 3,696,372 24,381,248

Other comprehensive income for the financial year:
Fair value changes on available-for-sale financial assets — (22,375,844) — (22,375,844) 1 (22,375,843)
Foreign currency translation differences on translation of non-Indonesian
A-7
rupiah financial statements — 2,566,193 — 2,566,193 — 2,566,193
Total comprehensive income for the financial year — (19,809,651) 20,684,876 875,225 3,696,373 4,571,598
Contributions by the owners of the parent:
Issuance of shares 76,357,962 — — 76,357,962 — 76,357,962
Total transactions with owners of the parent 76,357,962 — — 76,357,962 — 76,357,962
Issuance of shares to non-controlling interests — — — — 2,500,000 2,500,000
Differences arising from restructuring transactions between entities under
common control — — — — 35,000 35,000
Acquisition of shares from non-controlling interests — — — — (9,505) (9,505)
Balance at 31 December 2008 76,415,699 (22,638,986) 66,907,264 120,683,977 29,117,129 149,801,106

FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2008, 2009 AND 2010 (Continued)
Non-
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
Balance at 1 January 2009 76,415,699 (22,638,986) 66,907,264 120,683,977 29,117,129 149,801,106

Fair value changes on available-for-sale financial assets — 25,485,528 — 25,485,528 542 25,486,070
A-8
rupiah financial statements — (1,946,767) — (1,946,767) — (1,946,767)
Total comprehensive income for the financial year — 23,538,761 29,985,213 53,523,974 7,583,943 61,107,917
Contributions by owners of the parent:
common control — 9,078,461 — 9,078,461 — 9,078,461
Total transactions with owners of the parent 17,625,581 9,078,461 — 26,704,042 — 26,704,042
common control — — — — (9,688,851) (9,688,851)
Acquisition of shares from non-controlling interests — — — — (2,499,000) (2,499,000)
Balance at 31 December 2009 94,041,280 9,978,236 96,892,477 200,911,993 56,670,418 257,582,411

Non-
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
Balance at 1 January 2010 94,041,280 9,978,236 96,892,477 200,911,993 56,670,418 257,582,411
Fair value changes on available-for-sale financial assets — (4,823,114) — (4,823,114) (542) (4,823,656)
A-9
rupiah financial statements — (61,872) — (61,872) — (61,872)
Actuarial losses on defined benefit plan — — (127,808) (127,808) — (127,808)
Total comprehensive income for the financial year — (4,884,986) 40,369,944 35,484,958 11,787,648 47,272,606
Contributions by owners of the parent:
common control — 3,034,991 — 3,034,991 — 3,034,991
Acquisition of shares from non-controlling interests without a change in
control — (11,953,506) — (11,953,506) — (11,953,506)
Total transactions with owners of the parent 6,606,000 (8,918,515) — (2,312,515) — (2,312,515)
Acquisition of shares from non-controlling interests — — — — (61,646,036) (61,646,036)
Liquidation of a subsidiary — — — — (10,879) (10,879)
Balance at 31 December 2010 100,647,280 (3,825,265) 137,262,421 234,084,436 18,098,440 252,182,876
CONSOLIDATED STATEMENTS OF CASH FLOWS

2008 2009 2010

Rp’000 Rp’000 Rp’000
Operating activities
Profit before income tax 34,562,141 46,600,384 63,530,356
Adjustments for:
Depreciation of plant and equipment 3,807,317 5,587,467 5,985,317
Provision for employee benefits 1,517,271 2,972,670 3,585,206
Gain on liquidation of a subsidiary — — (30,742)
Interest income (65,889,895) (70,147,706) (87,328,436)
Interest expense 30,243,493 25,798,325 21,465,374
Gain on disposal of plant and equipment (343,423) (189,911) (341,310)
Allowance for impairment of receivables 1,912,730 3,479,125 2,751,867
Actuarial loss — — (3,370,554)
Share of results of an associate 121,701 156,886 —
Operating cash flows before working capital changes 5,931,335 14,257,240 6,247,078
Changes in working capital:
Trade and other receivables (10,718,531) (126,599,566) (82,495,970)
Prepayments (1,335,950) (815,026) 4,855
Trade and other payables (11,689,034) 174,743,647 (70,949,265)
Differences arising from restructuring transactions between
entities under common control — 9,078,461 3,034,991
Cash (absorbed by)/generated from operations (17,812,180) 70,664,756 (144,158,311)

Interest paid (30,243,493) (25,798,325) (21,465,374)
Defined benefits paid — — (646,358)
Income tax paid (9,924,772) (9,616,292) (10,845,881)
Interest received 65,889,895 70,147,706 87,328,436
Net cash from/(used in) operating activities 7,909,450 105,397,845 (89,787,488)
Investing activities
(Additions of)/Proceeds from sale of financial assets at fair value
through profit or loss (101,300,548) 15,930,234 38,645,059
Proceeds from disposal of plant and equipment 1,618,690 1,045,245 2,031,122
Proceeds from available-for-sale financial assets 4,045,468 28,594,760 46,931,449
Additions of available-for-sale financial assets (33,378,320) (31,351,031) —
Acquisition of shares from non-controlling interests (9,505) (12,187,851) (73,599,541)
Purchase of plant and equipment (15,120,289) (6,354,176) (5,851,586)
Additions of other assets (2,840,196) (810,177) (5,464,288)
Proceeds from liquidation of a subsidiary — — 19,863
Proceeds from disposal of investment in associate 45,000 157,900 —
Net cash (used in)/from investing activities (146,939,700) (4,975,096) 2,712,078
A-10
CONSOLIDATED STATEMENTS OF CASH FLOWS

2008 2009 2010

Rp’000 Rp’000 Rp’000
Financing activities
Proceeds from issuance of shares 76,357,962 17,625,581 6,606,000
Proceeds from issuance of shares to non-controlling interests 2,535,000 32,157,197 11,297,289
Proceeds from bank borrowings 433,726,850 302,202,704 616,966,996
Repayments of bank borrowings (374,835,280) (372,077,931) (493,195,603)
Payments of finance lease liabilities — — (67,264)
Restricted time deposits (29,565) (32,018) (272,367)
Net cash from/(used in) financing activities 137,754,967 (20,124,467) 141,335,051
Net change in cash and cash equivalents (1,275,283) 80,298,282 54,259,641

Cash and cash equivalents at beginning of financial year 42,244,213 43,535,124 121,886,639
Effect of foreign exchange rate changes in cash and cash
equivalents 2,566,194 (1,946,767) (61,872)
Cash and cash equivalents at end of financial year 43,535,124 121,886,639 176,084,408
A-11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

These notes form an integral part of and should be read in conjunction with the consolidated financial
statements.
These consolidated financial statements were authorised for issue by the Directors of the Company on
18 July 2011 and have been prepared for inclusion in the Offer Document of Malacca Trust Limited.
1. General corporate information
1.1 Domicile and activities
The Company was incorporated in Singapore on 29 May 2007 under the Singapore
Companies Act, Cap. 50 (the “Act”) as an exempt private limited company. On 1 February
2011, the Company changed its name to Malacca Trust Pte. Ltd.. In connection with its
conversion into a public company limited by shares, the Company changed its name to
Malacca Trust Limited on 12 July 2011.
The address of the Company’s registered office and principal place of business is at No. 1
Scotts Road #20-02 Shaw Centre Singapore 228208. The Company’s registration number
is 200709443M.
The principal activity of the Company is that of investment holding.
The principal activities of the subsidiaries are set out in Note 1.2 to the consolidated financial
statements.
The Company’s immediate holding company is Star Malacca Pte. Ltd., a company
incorporated in Singapore, and the ultimate holding company is TNS Services Limited, a
company incorporated in The British Virgin Islands.
1.2 Restructuring exercise
Prior to the Invitation, a restructuring exercise (the “Restructuring Exercise”) was carried out
which resulted in the Company becoming the holding company of the Group. The following
steps were taken in the Restructuring Exercise:
(i) Incorporation of the Company
On 29 May 2007, the Company was incorporated in Singapore as the listing vehicle
and holding company of the Group. As at 31 December 2010, the Company has an
issued and paid-up share capital of S$15,435,599 comprising 14,556,278 ordinary
shares.
A-12

1. General corporate information (Continued)
1.2 Restructuring exercise (Continued)
(ii) Acquisition of PT Batavia Prosperindo Internasional (“BPI”)

Through a series of changes in shareholding of BPI since November 2002, the
Company acquired and holds 957,709 shares comprising approximately 99.99% of the
paid-up share capital of BPI. Indonesian laws require Indonesian companies to have a
minimum of two (2) shareholders. As such, the remaining 100 shares or approximately
0.01% of the paid-up share capital of BPI were acquired by Harjanto, an employee of
the Group by way of a transfer of one (1) share from Rudy Johansen on 5 October 2009
and an issue of 99 shares to Harjanto at the price of Rp100,000 per share on 8
December 2009. BPI was then the holding company of two of the subsidiaries, PT
Batavia Prosperindo Sekuritas (“BPS”) and PT Batavia Prosperindo Aset Manajemen
(“BPAM”) and BPS was the holding company of a subsidiary, PT Batavia Prosperindo
Finance Tbk (“BPF”).
(iii) Acquisition of BPF
As part of the restructuring of BPI and its subsidiaries, a share sale and purchase
agreement dated 20 September 2010 was entered into between BPS and BPI.
Pursuant to this agreement, BPI acquired approximately 54.99% of the paid-up share
capital of BPF from BPS. As a result of the acquisition, BPI held 54.99% of the paid-up
share capital of BPF and was obliged under Bapepam Rule No.1X.H.1 to conduct a
tender offer for all the remaining shares in the paid-up share capital of BPF. Following
the completion of the tender offer in December 2010, BPI owned approximately
93.66% of the paid-up share capital of BPF. As at the date of this report, BPI owns 95%
of the paid-up share capital of BPF.
Upon the completion of the Restructuring Exercise and as at the date of this report, the
Company has the following subsidiaries:
Effective
equity
interest
Name of Date and Country Registered and held by
company of incorporation paid up capital Principal activities the Group
PT Batavia 10 November 1999 Rp95,780,900,000 Conduct business in 99.99%
Prosperindo Indonesia service of business
Internasional and management
consultancy
Held through PT Batavia Prosperindo Internasional
PT Batavia 22 December 1994 Rp100,000,000,000 Consumer financing 95.00%
Prosperindo Indonesia of pre-owned
Finance Tbk passenger cars and
commercial vehicles
PT Batavia 12 February 1996 Rp44,444,000,000 Asset management 89.99%
Prosperindo Indonesia services
Aset Manajemen
A-13

1. General corporate information (Continued)
1.2 Restructuring exercise (Continued)
Effective
equity
interest
Name of Date and Country Registered and held by
company of incorporation paid up capital Principal activities the Group
PT Batavia 4 January 2000 Rp60,000,000,000 Brokerage, margin 99.99%
Prosperindo Indonesia financing and
Sekuritas corporate finance
advisory services
2. Basis of preparation of consolidated financial statements
The audited financial statements of the Company are prepared in accordance with Singapore
Financial Reporting Standards (“FRS”). The audited financial statements of the subsidiaries are
prepared in accordance with International Financial Reporting Standards.
The statutory audited financial statements of the companies in the Group as at and for the three
years ended 31 December 2008, 2009 and 2010 covered by this report were audited by the
following firms of Certified Public Accountants whom issued unqualified audit opinions in their
reports:
Name of company Auditors Financial year

Malacca Trust Limited Infinity Assurance LLP Financial year ended
31 December 2008
BDO LLP Financial years ended
31 December 2009 and 2010
PT Batavia Prosperindo Tanubrata Sutanto Fahmi & Rekan, Financial years ended
Internasional a member firm of BDO 31 December 2008, 2009 and
International Limited 2010
PT Batavia Prosperindo Tanubrata Sutanto Fahmi & Rekan, Financial years ended
Sekuritas a member firm of BDO 31 December 2008, 2009 and
PT Batavia Prosperindo Hendrawinata Gani & Hidayat, a Financial year ended
Finance Tbk member firm of Grant Thornton 31 December 2008
International
Tanubrata Sutanto Fahmi & Rekan, Financial years ended
a member firm of BDO 31 December 2009 and 2010
International Limited
PT Batavia Prosperindo Aset Tanubrata Sutanto Fahmi & Rekan, Financial years ended
Manajemen a member firm of BDO 31 December 2008, 2009 and
A-14

2. Basis of preparation of consolidated financial statements (Continued)
The consolidated financial statements have been prepared in accordance with FRS and under
historical costs convention, except as disclosed in the accounting policies.
The preparation of the consolidated financial statements in conformity with FRS requires the
management to exercise judgement in the process of applying the Group’s accounting policies
and requires the use of accounting estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the end of the
reporting period, and the reported amounts of revenue and expenses during the financial year.
Although these estimates are based on the management’s best knowledge of historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances, actual results may ultimately differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the financial year in which the estimate is revised if the
revision affects only that financial year or in the financial year of the revision and future financial
years if the revision affects both current and future financial years.
Critical accounting judgements and key sources of estimation uncertainty used that are significant
to the financial statements are disclosed in Note 4 to the consolidated financial statements.
3. Summary of significant accounting policies
3.1 Change in accounting policies
During the financial years ended 31 December 2008, 2009 and 2010, the Group adopted the
new or revised FRS and Interpretations of FRS (“INT FRS”) that are relevant to its
operations and effective for the annual period beginning 1 January 2008, 2009 and 2010.
Changes to the Group’s accounting policies have been made as required in accordance with
the relevant transitional provisions in the respective FRS and INT FRS. The adoption of the
new or revised FRS and INT FRS did not result in any substantial changes to the Group’s
accounting policies.
FRS and INT FRS issued but not yet effective
As at the date of the authorisation of these financial statements, the Group has not adopted
the following FRS and INT FRS that have been issued but not yet effective:
Effective date
(Annual periods
beginning on or after)
FRS 12 : Amendments to FRS 12 – Deferred Tax: Recovery 1 January 2012
of Underlying Assets
FRS 24 : Related Party Disclosures (Revised) 1 January 2011
FRS 32 : Amendment to FRS 32 – Classification of Rights 1 February 2010
Issues
A-15

3. Summary of significant accounting policies (Continued)
3.1 Change in accounting policies (Continued)
Effective date
(Annual periods
beginning on or after)
FRS 101 : Amendment to FRS 101 – Limited Exemption from 1 July 2010
Comparative FRS 107 Disclosures for First-time
Adopters
: Amendments to FRS 101 – Severe Hyperinflation 1 July 2011
and Removal of Fixed Dates for First-time
Adopters
FRS 107 : Amendments to FRS 107 Disclosures – Transfers of 1 July 2011
Financial Assets
INT FRS 114 : Amendments to INT FRS 114 – Prepayments of a 1 January 2011
Minimum Funding Requirement
INT FRS 115 : Agreements for the Construction of Real Estate 1 January 2011
INT FRS 119 : Extinguishing Financial Liabilities with Equity 1 July 2010
Instruments
Singapore Financial Reporting Standards for Small Entities 1 January 2011
Consequential amendments were also made to various standards as a result of these new
or revised standards.
The Group expects that the adoption of the above pronouncements, if applicable, will have
no material impact on the financial statements in the period of initial application except as
discussed below.
FRS 24 (2010) Related Party Disclosures
FRS 24 (2010) changes certain requirements for related party disclosures for entities under
control, joint control or significant influence of a government (“government-related entities”).
FRS 24 (2010) also made related party relations symmetrical between each of the related
parties and new relationships were included and clarified in the definition of a related party.
The Group will apply the amendments to FRS 24 retrospectively for annual periods
beginning on or after 1 January 2011 and is currently determining the impact of the changes
to the definition of a related party on the related disclosures. As this is a disclosure standard,
it will have no impact on the financial position or financial performance of the Group when
implemented in 2011.
A-16

3.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries made up to end of the financial year. The financial statements of the
subsidiaries are prepared for the same reporting date as that of the parent company.
Accounting policies of subsidiaries have been changed where necessary to align them with
the policies adopted by the Group to ensure consistency.
Subsidiaries are consolidated from the date on which control is transferred to the Group up
to the effective date on which that control ceases. In preparing the consolidated financial
statements, inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment loss of the asset transferred.
Non-controlling interests
Non-controlling interests in subsidiaries are identified separately from the Group’s equity
therein. Non-controlling interests in the acquiree may be initially measured either at fair
value or at the non-controlling interests’ proportionate share of the fair value of the
acquiree’s identifiable net assets. The choice of measurement basis is made on an
acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-
controlling interests is the amount of those interests at initial recognition plus the non-
controlling interests’ share of subsequent changes in equity. Total comprehensive income is
attributed to non-controlling interests even if this results in the non-controlling interests
having a deficit balance.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions. The carrying amounts of the Group’s interests and the
non-controlling interests are adjusted to reflect the changes in their relative interests in the
subsidiary. Any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognised directly in
equity and attributed to owners of the parent.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as
the difference between (i) the aggregate of the fair value of the consideration received and
the fair value of any retained interest and (ii) the previous carrying amount of the assets
(including goodwill), and liabilities of the subsidiary and any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the subsidiary
are accounted for (i.e. reclassified to profit or loss or transferred directly to accumulated
profits) in the same manner as would be required if the relevant assets or liabilities were
disposed of. The fair value of any investments retained in the former subsidiary at the date
when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under FRS 39 Financial Instruments: Recognition and Measurement or, when
applicable, the cost on initial recognition of an investment in an associate or jointly controlled
entity.
A-17

3.3 Business combinations
Acquisition under common control
Business combination arising from transfers of interest in entities that are under common
control are accounted for as if the acquisition had occurred at the beginning of the earliest
comparative period presented or, if later, at the date that common control was established.
For this purpose, comparatives are restated. The assets and liabilities acquired are
recognised at the carrying amounts recognised previously in the Group’s controlling
shareholders’ financial statements. The components of equity of the acquired entities are
added to the same components within the Group equity. Any difference between the cash
paid for the acquisition and net assets acquired is recognised directly to other
comprehensive income.
Acquisition under acquisition method
Business combinations from 1 January 2010
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the
acquisition is measured at the aggregate of the fair values, at the date of exchange, of
assets given, liabilities incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss
as incurred.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under FRS 103 are recognised at their fair values at the acquisition
date, except for non-current assets (or disposal groups) that are classified as held-for-sale
in accordance with FRS 105 Non-Current Assets Held for Sale and Discontinued
Operations, which are recognised and measured at the lower of cost and fair value less
costs to sell.
Where a business combination is achieved in stages, the Group’s previously held interests
in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the
Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss.
Amounts arising from interests in the acquiree prior to the acquisition date that have
previously been recognised in other comprehensive income are reclassified to profit or loss,
where such treatment would be appropriate if that interest were disposed of.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under FRS 103 are recognised at their fair value at the acquisition
date, except that:
• deferred tax assets or liabilities and liabilities or assets related to employee benefit
arrangements are recognised and measured in accordance with FRS 12 Income Taxes
and FRS 19 Employee Benefits respectively;
A-18

3.3 Business combinations (Continued)
Acquisition under acquisition method (Continued)
Business combinations from 1 January 2010 (Continued)
• liabilities or equity instruments related to the replacement by the Group of an

acquiree’s share-based payment awards are measured in accordance with FRS 102
Share-based Payment; and
• assets (or disposal groups) that are classified as held for sale in accordance with FRS
105 Non-current Assets Held for Sale and Discontinued Operations are measured in
accordance with that Standard.
If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports provisional amounts for the items
for which the accounting is incomplete. Those provisional amounts are adjusted during the
measurement period (see below), or additional assets or liabilities are recognised, to reflect
new information obtained about facts and circumstances that existed as of the acquisition
date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group
obtains complete information about facts and circumstances that existed as of the
acquisition date, and is subject to a maximum of one year.
Goodwill arising on acquisition is recognised as an asset at the acquisition date and initially
measured at cost, being the excess of the sum of the consideration transferred, the amount
of any non-controlling interest in the acquiree and the fair value of the acquirer previously
held equity interest (if any) in the entity over net acquisition-date fair value amounts of the
identifiable assets acquired and the liabilities assumed.
If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable
net assets exceeds the sum of the consideration transferred, the amount of any non-
controlling interest in the acquiree and the fair value of the acquirer’s previously held equity
interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a
bargain purchase gain.
Business combinations before 1 January 2010
In comparison to the above mentioned requirements, the following differences applied:
Business combinations are accounted for by applying the purchase method. Transaction
costs directly attributable to the acquisition formed part of the acquisition costs. The
non-controlling interest (formerly known as minority interest) was measured at the
proportionate share of the acquiree’s identifiable net assets.
A-19

3.3 Business combinations (Continued)
Acquisition under acquisition method (Continued)
Business combinations before 1 January 2010 (Continued)
Business combinations achieved in stages were accounted for as separate steps.

Adjustments to those fair values relating to previously held interests are treated as a
revaluation and recognised in equity.
When the Group acquired a business, embedded derivatives separated from the host
contract by the acquiree are not reassessed on acquisition unless the business combination
results in a change in the terms of the contract that significantly modifies the cash flows that
would otherwise be required under the contract.
Contingent consideration was recognised if, and only if, the Group had a present obligation,
the economic outflow was probable and a reliable estimate was determinable. Subsequent
measurements to the contingent consideration affected goodwill.
3.4 Financial assets
The Group classifies its financial assets as financial assets at fair value through profit or
loss, loans and receivables and available-for-sale financial assets. The classification
depends on the purpose of which the assets are acquired. The management determines the
classification of the financial assets at initial recognition and re-evaluates this designation at
the end of the reporting period, where allowed and appropriate.
(i) Financial assets at fair value through profit or loss
This category has two sub-categories, financial assets held for trading and those
designated at fair value through profit or loss at inception. A financial asset is classified
as held-for-trading if it is acquired principally for the purpose of selling in the short term.
Financial assets designated as at fair value through profit or loss at inception are those
that are managed and their performances are evaluated on a fair value basis.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. Loans and receivables are classified
within “trade and other receivables”, “restricted time deposits” and “cash and cash
equivalents” on the statements of financial position.
(iii) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are

designated as available-for-sale or are not classified in any other categories.
A-20

3.4 Financial assets (Continued)
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date
on which the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or have been transferred and the Group has transferred substantially
all risks and rewards of ownership.
On derecognition of a financial asset, the difference between the carrying amount and the
net consideration proceeds is recognised in profit or loss.
Initial and subsequent measurement
Financial assets are initially recognised at fair value plus in the case of financial assets not
at fair value through profit or loss, directly attributable transaction costs, if any.
After initial recognition, loans and receivables are carried at amortised cost using the
effective interest method, less impairment loss, if any and financial assets at fair value
through profit or loss are subsequently carried at fair value.
Gains or losses arising from changes in fair value of the “financial assets at fair value
through profit or loss” are recognised in profit or loss in the financial year in which the
changes in fair value arise.
After initial recognition, available-for-sale financial assets are re-measured at fair value with
gains or losses from changes in fair value of the financial asset are recognised in other
comprehensive income except that impairment losses, foreign exchange gains and losses
on monetary instruments and interest calculated using the effective interest method are
recognised in profit or loss. The cumulative gains or losses previously recognised in other
comprehensive income are reclassified from equity to profit or loss as a reclassification
adjustment when the financial assets are derecognised.
The effective interest method is a method of calculating the amortised cost of a financial
instrument and of allocating interest income or expense over the relevant year. The effective
interest rate is the rate that exactly discounts estimated future cash receipts or payments
through the expected life of the financial instruments, or where appropriate, a shorter period.
Income and expense is recognised on an effective interest basis for debt instruments other
than those financial instruments “at fair value through profit or loss”.
A-21

3.4 Financial assets (Continued)
Impairment
The Group assesses at the end of the reporting period whether there is objective evidence
that a financial asset or a group of financial assets is impaired.
(i) Loans and receivables
An allowance for impairment loss of loans and receivables is recognised when there is
objective evidence that the Group will not be able to collect all amounts due according
to the original terms of the receivables. The amount of allowance is the difference
between the asset’s carrying amount and the present value of estimated future cash
flows, discounted at the original effective interest rate. If a loan has a variable interest
rate, the discount rate for measuring any impairment loss is the current effective
interest rate. The carrying amount of the asset is reduced through the use of an
allowance account. The amount of the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment loss was
recognised, the previously recognised impairment loss is reversed either directly or by
adjusting an allowance account. Any subsequent reversal of an impairment loss is
recognised in profit or loss, to the extent that the carrying amount of the asset does not
exceed its amortised cost at the reversal date.
(ii) Available-for-sale financial assets
Significant or prolonged decline in fair value below cost, significant financial difficulties
of the issuer or obligor, and the disappearance of an active trading market are
considerations to determine whether there is objective evidence that investment
securities classified as available-for-sale financial assets are impaired.
If an available-for-sale financial asset is impaired, an amount comprising the difference

between its cost (net of any principal repayment and amortisation) and its current fair
value, less any impairment loss, is transferred from other comprehensive income to
profit or loss. Reversals of impairment losses on equity instruments are not recognised
in profit or loss and an increase in their fair values after impairment are recognised in
other comprehensive income. Reversals of impairment losses on debt instruments are
recognised in profit or loss if the increase in fair value of the debt instrument can be
objectively related to an event occurring after the impairment loss was recognised in
profit or loss.
3.5 Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, cash and deposits with banks and
financial institutions. Cash and cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
A-22

3.6 Plant and equipment
Plant and equipment are initially recorded at cost. Subsequent to initial recognition, plant
and equipment are stated at cost less accumulated depreciation and accumulated
impairment loss, if any.
The cost of plant and equipment includes expenditure that is directly attributable to the
acquisition of the items. Dismantlement, removal or restoration costs are included as part of
the cost of plant and equipment if the obligation for dismantlement, removal or restoration is
incurred as a consequence of acquiring or using the plant and equipment.
Subsequent expenditure relating to the plant and equipment that has already been
recognised is added to the carrying amount of the plant and equipment when it is probable
that the future economic benefits, in excess of the standard of performance of the asset
before the expenditure was made, will flow to the Group, and the cost can be reliably
measured. Other subsequent expenditure is recognised as an expense during the financial
year in which it is incurred.
An item of plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset
is included in profit or loss in the financial year the asset is derecognised.
Depreciation is calculated using the straight-line method to allocate the depreciable amounts
of the plant and equipment over their estimated useful lives as follows:
Years
Motor vehicles 4-5
Office equipment 4-5
Furniture and fixtures 4
The residual values, useful lives and depreciation method are reviewed at each financial
year-end to ensure that the residual values, period of depreciation and depreciation method
are consistent with previous estimates and expected pattern of consumption of the future
economic benefits embodied in the items of the plant and equipment.
3.7 Associate
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has
significant influence, but not control. This generally coincides with the Group having not less
than 20% or not more than 50% of the voting power and has board representation.
Investment in an associate is accounted for in the consolidated financial statements of the

Group using the equity method of accounting. An associate is equity accounted for from the
date the Group obtains significant influence until the date the Group ceases to have
significant influence over the associate.
A-23

3.7 Associate (Continued)
Investment in an associate is initially recognised at cost. The cost of an acquisition is

measured at the fair value of the assets given, equity instruments issued or liabilities
incurred or assumed at the date of exchange, plus costs directly attributable to the
acquisition.
In applying the equity method of accounting, the Group’s share of its associate’s post-
acquisition profits or losses is recognised in profit or loss and its share of post-acquisition
movements in reserves is recognised in other comprehensive income. These post-
acquisition movements are adjusted against the carrying amount of the investments. When
the Group’s share of losses in an associate equals or exceeds its interest in the associate,
including any other unsecured receivables, the Group does not recognise further losses,
unless it has incurred legal or constructive obligations or has made payments on behalf of
the associate. If the associate subsequently reports profits, the Group resumes recognising
its share of those profits after its share of the profits equals the share of losses not
recognised.
Unrealised gains on transactions between the Group and its associate are eliminated to the
extent of the Group’s interest in the associate. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset transferred.
Accounting policies of associate have been changed where necessary to ensure

consistency with the accounting policies adopted by the Group.
After application of the equity method of accounting, the Group determines whether it is
necessary to recognise any additional impairment loss with respect to the Group’s net
investment in an associate.
3.8 Goodwill
Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the
excess of the cost of acquisition over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled
entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at
cost and is subsequently measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s
cash-generating units expected to benefit from the synergies of the combination. Cash-
generating units to which goodwill has been allocated are tested for impairment annually, or
more frequently when there is an indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to
the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount
of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a
subsequent period.
A-24

3.8 Goodwill (Continued)
On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill

is included in the determination of gain or loss on disposal.
Goodwill on associates is included in the carrying amount of the investment and is assessed
for impairment as part of the investment. Any excess of the Group’s share of the identifiable
assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is
recognised immediately in profit or loss.
3.9 Impairment of non-financial assets
The carrying amounts of the non-financial assets are reviewed at the end of each reporting
period to determine whether there is any indication of impairment loss and wherever events
or changes in circumstances indicate that the carrying amount may not be recoverable. If
any such indication exists, or when annual impairment testing for an asset is required, the
assets’ recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of the asset or its
cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest
identifiable asset group that generates cash flows that largely are independent from other
assets and groups of assets. Impairment loss is recognised in profit or loss unless it reverses
a previous revaluation, credited to other comprehensive income, in which case it is charged
to other comprehensive income up to the amount of previous revaluation.
The recoverable amount of an asset or cash-generating unit is the higher of its fair value less
costs to sell and its value in use. Recoverable amount is determined for individual asset,
unless the asset does not generate cash inflows that are largely independent of those from
other assets or groups of assets. If this is the case, the recoverable amount is determined
for the cash-generating unit to which the asset belongs. The fair value less cost to sell is the
amount obtainable from the sale of an asset or cash-generating unit in an arm’s length
transaction between knowledgeable, willing parties, less costs of disposal. Value in use is
the present value of estimated future cash flows expected to be derived from the continuing
use of an asset and from its disposal at the end of its useful life, discounted at a pre-tax rate
that reflects current market assessments of the time value of money and the risks specific
to the asset or cash-generating unit for which the future cash flow estimates have not been
adjusted.
A-25

3.9 Impairment of non-financial assets (Continued)
An assessment is made at the end of each reporting period as to whether there is any
indication that an impairment loss recognised in prior periods for an asset may no longer
exist or may have decreased. If such indication exists, the recoverable amount is estimated.
An impairment loss recognised in prior periods is reversed only if there has been a change
in the estimates used to determine the recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount of the asset is increased to its
recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment loss has been recognised. Reversals of
impairment loss are recognised in profit or loss unless the asset is carried at revalued
amount, in which case the reversal in excess of impairment loss recognised in profit or loss
in prior periods is treated as a revaluation increase. After such a reversal, the depreciation
or amortisation is adjusted in future periods to allocate the asset’s revised carrying amount,
less any residual value, on a systematic basis over its remaining useful life.
3.10 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the
Group after deducting all of the liabilities.
Ordinary shares are classified as equity and recognised at the fair value of the consideration
received by the Group. Incremental costs directly attributable to the issuance of new equity
instruments are shown in the equity as a deduction from the proceeds.
3.11 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or
loss or other financial liabilities.
Financial liabilities are classified as at fair value through profit or loss if the financial liability
is either held for trading or it is designated as such upon initial recognition.
The accounting policies adopted for other financial liabilities are set out below:
(i) Trade and other payables
Trade and other payables are recognised initially at cost which represents the fair value
of the consideration to be paid in the future, less transaction cost, for goods received
or services rendered, whether or not billed to the Group, and are subsequently
measured at amortised cost using the effective interest method.
Gains or losses are recognised in profit or loss when the liabilities are derecognised as
well as through the amortisation process.
A-26

3.11 Financial liabilities (Continued)
(ii) Bank borrowings
Borrowings are initially recognised at the fair value, net of transaction costs incurred.
Borrowings are subsequently stated at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in profit or
loss over the period of the borrowings using the effective interest method.
(iii) Finance lease payables
Leases in which the Group assumes substantially the risks and rewards of ownership
are classified as finance leases.
Upon initial recognition, plant and equipment acquired through finance leases are
capitalised at the lower of its fair value and the present value of the minimum lease
payments. Any initial direct costs are also added to the amount capitalised.
Subsequent to initial recognition, the asset is accounted for in accordance with the
accounting policy applicable to that asset. Lease payments are apportioned between
finance charge and reduction of the lease liability. The finance charge is allocated to
each period during the lease term so as to achieve a constant periodic rate of interest
on the remaining balance of the finance lease liability. Finance charge is recognised in
profit or loss.
Capitalised leased asset are depreciated over the shorter of the estimated useful life
of the asset and the lease term, if there is no reasonable certainty that the Group will
obtain ownership by the end of the finance lease term.
Recognition and derecognition
Financial liabilities are recognised on the statements of financial position when, and only
when, the Group becomes a party to the contractual provisions of the financial instruments.
Financial liabilities are derecognised when the contractual obligation has been discharged
or cancelled or expired. On derecognition of a financial liability, the difference between the
carrying amount and the consideration paid is recognised in profit or loss.
When an existing financial liabilities is replaced by another from the same lending on
substantially different terms, or the terms of the existing liabilities are substantially modified,
such an exchange or modification is treated as derecognition of the original liabilities and the
recognition of a new liability and the difference in the respective carrying amounts is
recognised in profit or loss.
A-27

3.12 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for the
services rendered in the ordinary course of business. Revenue is recognised to the extent
that it is probable that the economic benefits will flow to the entity and the revenue can be
reliably measured. Revenue is presented, net of rebates, discounts and related taxes. When
the Group acts in the capacity of an agent rather than as principal in a transaction the
revenue recognised is the net amount of commission made by the Group.
Management fees
Revenues from management fees are recognised when the services are rendered based on
the contractual arrangements.
Brokerage commission
Brokerage commissions and gain from investments in debt securities are recognised at the
transaction date.
Underwriting and selling fees
Underwriting and selling fees are recognised upon substantial completion of the
underwriting and selling process and that the revenues are reasonably determinable.
Mutual fund management services
Revenue from mutual fund management services is recognised daily based on collective
investment contract with bank custody. Revenue from selling and transfer agent is
recognised at the dates of transactions. Discretionary income is recognised at the receipt of
funds.
Gain of investment in securities
Gain of investment in securities consists of gain on securities sold and unrealised gain as a
result of increases in the market value of portfolio of the securities owned.
Revenues from financing
Unearned consumer financing income is the difference between total instalments to be

received from consumers and the principal amount financed, which is recognised as income
over the term of the contract based on a constant rate of return.
A-28

3.12 Revenue recognition (Continued)
Revenues from financing (Continued)
Early termination is treated as a cancellation of an existing consumers’ financing agreement

and any resulting gain or loss is credited or charged to profit or loss for the year.
Administration income related to income that received from consumers when the
consumers’ financing agreement is signed for the first time.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at
the effective interest rate applicable.
3.13 Leases
When the Group is the lessor of finance leases
Leases in which the Group transfers substantially all the risks and rewards incidental to
ownership of the leased assets to the lessees, are classified as finance leases.
The leased asset is derecognised and the present value of the lease receivable (net of initial
direct costs for negotiating and arranging the lease) is recognised on the statements of
financial position as “finance lease receivables”. The difference between the gross
receivable and the present value of the lease receivable is recognised as unearned finance
income.
Each lease payment received is applied against the gross investment in the finance lease
receivable to reduce both the principal and the unearned finance income. The finance
income is recognised in profit or loss on a basis that reflects a constant periodic rate of return
on the net investment in the finance lease receivable.
Initial direct costs incurred by the Group in negotiating and arranging finance leases are
added to finance lease receivable and recognised as an expense in profit or loss over the
lease term on the same basis as the lease income.
When the Group is the lessee of an operating lease
Leases of assets in which a significant portion of the risks and rewards of ownership are
retained by the lessor are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) are recognised in profit or loss on a
straight-line basis over the period of the lease.
A-29

3.13 Leases (Continued)
When the Group is the lessee of an operating lease (Continued)
When an operating lease is terminated before the lease period has expired, any payment
required to be made to the lessor by way of penalty is recognised as an expense in the
financial year in which termination takes place.
3.14 Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an

expense in profit or loss as incurred.
Defined benefit plans
The Group also provides additional provisions for employee service entitlements in order to
meet the minimum benefits required to be paid to qualified employees, as required under the
Indonesian Labour Law No. 13/2003 (the “Labour Law”). The said additional provisions,
which are unfunded, are estimated using actuarial calculations based on the report prepared
by an independent firm of actuaries.
Actuarial gains or losses are recognised in profit or loss when the net cumulative
unrecognised actuarial gains or losses at the date of the end of the previous reporting period
exceed the defined benefit obligation on that date. Such gains or losses are amortised on a
straight-line method over the expected average remaining service years of the covered
employees.
Past services cost is recognised as an expense on a straight-line basis over the average
period until the benefit becomes vested. To the extent that the benefit is already vested
immediately following the introduction of, or changes to, the employee benefit program, the
Group recognised past service cost immediately.
The related estimated liability for employee benefit is the aggregate of the present value of
the defined benefit obligation at the end of the reporting period and actuarial gains and
losses not recognised, less past service cost not yet recognised.
3.15 Grant
Government grants are recognised at their fair value where there is reasonable assurance
that the grant will be received and all attaching conditions will be complied with. Where the
grant relates to an asset, the fair value is recognised as deferred capital grant on the
statement of financial position and is amortised to profit or loss over the expected useful life
of the relevant asset by equal annual instalment.
A-30

3.15 Grant (Continued)
Government grant – Jobs credit scheme
The Singapore government introduced a cash grant known as the Jobs Credit Scheme in its
Budget for 2009 in a bid to help businesses preserve jobs in the economic downturn. The
amounts received for jobs credit are to be paid to eligible employers in instalments and the
amount an employer can receive would depend on the fulfilment of the conditions as stated
in the Scheme.
The Group recognises the amounts received for jobs credit at their fair value as other income
in the month of receipt of these grants from the government.
3.16 Borrowing costs
Borrowing costs are recognised as an expense in profit or loss in the financial year in which
they are incurred. Borrowing costs are recognised on a time-proportion basis in profit or loss
using the effective interest method.
3.17 Income tax
Income tax expense for the financial year comprises current and deferred taxes. Income tax
expense is recognised in profit or loss except to the extent that it relates to a business
combination, or items recognised directly in equity or in other comprehensive income.
Current income tax is the expected tax payable on the taxable income for the financial year,
using tax rates enacted or substantively enacted by the end of the reporting period, and any
adjustment to income tax payable in respect of previous financial years.
Deferred tax is provided, using the liability method, for temporary differences at the end of
the reporting period when the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred tax is measured using the tax rates expected to be
applied to the temporary differences when they are realised or settled, based on tax rates
enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised only to the extent that it is probable that future taxable
profits will be available against which the temporary differences can be utilised. Deferred tax
assets are reviewed at the end of each reporting period and reduced to the extent that it is
no longer probable that the related tax benefit will be realised.
Unrecognised deferred tax assets are reassessed at the end of each reporting period and
are recognised to the extent that it has become probable that future taxable profits will be
available against which the temporary differences can be utilised.
A-31

3.17 Income tax (Continued)
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in
other comprehensive income or directly in equity and deferred tax arising from a business
combination is adjusted against goodwill on acquisition.
Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same tax
authority and where there is intention to settle the current tax assets and liabilities on a net
basis.
Deferred tax liabilities are recognised for all taxable temporary differences associated with
investments in subsidiaries, except where the timing of the reversal of the temporary
difference can be controlled by the Group and it is probable that the temporary difference will
not reverse in the foreseeable future.
3.18 Foreign currencies
Items included in the individual financial statements of each entity in the Group are
measured using the currency of the primary economic environment in which the entity
operates (“functional currency”).
The individual financial statements of each Group entity are measured and presented in the
currency of the primary economic environment in which the entity operates (“functional
currency”). The consolidated financial statements of the Group are presented in Indonesian
rupiah. The functional currency of the Company is Singapore dollar. As the Group mainly
operates in Indonesia, Indonesian rupiah is used as the presentation currency for the
consolidated financial statements.
In preparing the financial statements, transactions in currencies other than the entity’s
functional currency (“foreign currencies”) are recorded at the rates of exchange prevailing on
the date of the transactions. At the end of each reporting period, monetary items
denominated in foreign currencies are re-translated at the rates prevailing at the end of the
reporting period. Non-monetary items carried at fair value that are denominated in foreign
currencies are re-translated at the rates prevailing on the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not re-translated.
Exchange differences arising on the settlements of monetary items and on re-translation of

monetary items are included in profit or loss for the financial year. Exchange differences
arising on the re-translation of non-monetary items carried at fair value are included in profit
or loss for the financial year except for differences arising on the re-translation of
non-monetary items in respect of which gains and losses are recognised in other
comprehensive income. For such non-monetary items, any exchange component of that
gain or loss is also recognised in other comprehensive income.
A-32

3.18 Foreign currencies (Continued)
For the purpose of presenting consolidated financial statements, the results, financial
positions, changes in equity and cash flows of the Group’s entities that have a functional
currency different from the presentation currency are translated into the presentation
currency as follows:
(i) assets and liabilities are translated at the closing exchange rate at the reporting date;
(ii) income and expenses are translated at average exchange rate for the financial year
(unless this average is not a reasonable approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which case income and expenses are
translated using the exchange rates at the dates of the transactions); and
(iii) all resulting foreign currency exchange differences are recognised in other
comprehensive income and presented in the foreign currency translation account in
equity.
3.19 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as
a result of a past event, it is probable that the Group will be required to settle the obligation,
and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the end of the financial year, taking into account the risks and
uncertainties surrounding the obligation. Where a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of
those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, the receivable is recognised as an asset if it is virtually certain
that reimbursement will be received and the amount of the receivable can be measured
reliably.
Changes in the estimated timing or amount of the expenditure or discount rate are
recognised in profit or loss when the changes arise.
A-33

3.20 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision-maker. The chief operating decision-maker, who is
responsible for allocating resources and assessing performance of the operating segments,
has been identified as Chief Executive Officer who makes strategic decisions.
4. Critical accounting judgements and key sources of estimation uncertainty
4.1 Critical judgements in applying the accounting policies
In the process of applying the Group’s accounting policies, the management is of the opinion
that there are no critical judgements involved that have a significant effect on the amounts
recognised in the financial statements except as discussed below.
(i) Impairment of investments in associates or financial assets
The Group follows the guidance of FRS 36 and FRS 39 on determining when an
investment in an associate or a financial asset is impaired. This determination requires
significant judgement. The Group evaluates, among other factors, the duration and
extent to which the fair value of investment in associate or a financial asset is less than
its cost and the financial health of and near-term business outlook for the investment
or financial asset, including factors such as industry and sector performance, changes
in technology and operational and financing cash flow.
(ii) Determination of functional currency
The Group measures foreign currency transactions in respective functional currencies

of the Company and its subsidiaries. In determining the functional currencies of the
respective entities in the Group, judgement is required to determine the currency that
mainly influences the revenue and of the country whose competitive forces and
regulations mainly determines the direct costs. The functional currencies of the entities
in the Group are determined based on the local managements assessment of the
economic environment in which the entities operate and the respective entities process
of determining cash flows.
A-34

4. Critical accounting judgements and key sources of estimation uncertainty (Continued)
4.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty
at the end of the financial year, that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year, are discussed
below.
(i) Allowance for trade and other receivables
The Group establishes allowance for doubtful receivables based on the ageing
analysis and management’s ongoing evaluation of the recoverability of the outstanding
receivables. A considerable amount of judgement is required in assessing the ultimate
realisation of these receivables, as discussed in Note 32, including the assessment of
the creditworthiness and the past collection history of each customer. If the financial
conditions of these customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be required. The carrying
amounts of the Group’s trade and other receivables as at 31 December 2008, 2009
and 2010 were approximately Rp233,716,798,000, Rp356,837,239,000 and
Rp436,581,342,000, respectively.
(ii) Depreciation of plant and equipment
The Group depreciates the plant and equipment, using the straight-line method, over
their estimated useful lives after taking into account of their estimated residual values.
The estimated useful life reflects management’s estimate of the period that the Group
intends to derive future economic benefits from the use of the Group’s plant and
equipment. The residual value reflects management’s estimated amount that the
Group would currently obtain from the disposal of the asset, after deducting the
estimated costs of disposal, as if the asset were already of the age and in the condition
expected at the end of its useful life. Changes in the expected level of usage and
technological developments could affect the economics, useful lives and the residual
values of these assets which could then consequentially impact future depreciation
charges. The carrying amounts of the Group’s plant and equipment as at 31 December
2008, 2009 and 2010 were approximately Rp16,180,805,000, Rp16,092,180,000 and
Rp14,629,137,000, respectively.
A-35

4. Critical accounting judgements and key sources of estimation uncertainty (Continued)
4.2 Key sources of estimation uncertainty (Continued)
(iii) Income taxes
The Group recognises expected liabilities for income tax based on estimation of the likely
taxes due, which requires significant judgement as to the ultimate tax determination of
certain items. Where the final tax outcome of these matters differs from the amounts that
were initially recognised, such differences will impact the income tax and deferred tax
provisions in the financial years in which such determination is made. The carrying
amounts of current income tax payable of the Group as at 31 December 2008, 2009 and
2010 were approximately Rp3,187,408,000, Rp2,019,280,000 and Rp2,441,722,000,
respectively. The carrying amounts of the Group’s deferred tax assets as at
31 December 2008, 2009 and 2010 were approximately Rp3,769,053,000,
Rp3,185,447,000 and Rp3,209,355,000, respectively.
(iv) Pension and employee benefits
The determination of the Group’s obligations and cost for pension and employee
benefits liability is dependent on its selection of certain assumptions used by the
independent actuaries in calculating such amounts. Those assumptions include among
others, discount rates, wages and salary increase, retirement age and mortality rate.
Actual results that differ from the Group’s assumptions are recognised immediately in
profit or loss as and when they occur. While the Group believes that its assumptions
are reasonable and appropriate, significant differences in the Group’s actual
experience or significant changes in the Group’s assumptions may materially affect its
estimated liabilities for pension and employee benefits and net employee benefits
expense. The carrying amounts of the Group’s estimated liabilities for employee
benefits as at 31 December 2008, 2009 and 2010 were approximately
Rp8,628,784,000, Rp11,601,454,000, Rp11,297,556,000, respectively.
(v) Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value-in-use of

the cash-generating units to which goodwill has been allocated. The value-in-use
calculation requires the entity to estimate the future cash flows expected to arise from
the cash-generating units and a suitable discount rate in order to calculate present
value. No impairment loss was recognised in the financial years ended 31 December
2008, 2009 and 2010. The carrying amounts of goodwill as at 31 December 2008, 2009
and 2010 were approximately Rp2,223,618,000.
A-36

5. Cash and cash equivalents
2008 2009 2010

Rp’000 Rp’000 Rp’000
Cash and bank balances 16,359,059 61,474,739 137,807,768
Fixed deposits with banks 27,176,065 60,411,900 38,276,640
43,535,124 121,886,639 176,084,408
The fixed deposits placed in banks mature on varying dates within 3 months from the financial
years ended 31 December 2008, 2009 and 2010 and the effective interest rates on fixed deposits
ranging from between 1.75% to 12.50%, 1.25% to 10.20% and 0.12% to 6.75% per annum,
respectively.
Cash and cash equivalents are denominated in the following currencies:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Indonesian rupiah 25,783,594 102,399,474 130,984,179
United States dollar 15,356,993 18,225,977 43,084,742
Singapore dollar 2,391,178 1,261,188 2,015,487
Australia dollar 3,359 — —
43,535,124 121,886,639 176,084,408
6. Financial assets at fair value through profit or loss
2008 2009 2010

Rp’000 Rp’000 Rp’000
Held for trading 119,743,164 80,616,151 —
Fair value through profit or loss 9,406,219 32,602,998 74,574,090
129,149,383 113,219,149 74,574,090
Held for trading securities are equity securities purchased under reverse repurchased
agreements (“repo”) and unquoted debt securities.
Reverse repo represents equity securities which are purchased by BPS, a subsidiary, under
reverse repo on the agreed date and at the agreed selling price secured with certain securities.
Securities sold under repo are recognised as repo liability at repurchased price less unrealised
interest expenses. Unrealised interest expenses that represent the difference between the selling
and the repurchased price, would be recognised as expense based on the period since the
securities were sold until they were repurchased.
A-37

6. Financial assets at fair value through profit or loss (Continued)
In August 2010, BPS and Strait Merchants Ltd (“SML”) effected a sale and assignment agreement
whereby BPS sold the reverse repo to SML with aggregate purchase price of Rp80,326,564,000.
Securities designated as fair value through profit or loss are mutual funds investments that are
managed by BPAM, a subsidiary. The fair value is determined based on net assets of such
investment units as at the end of the reporting period.
Financial assets at fair value through profit or loss are denominated in the following currencies:
2008 2009 2010

Rp’000 Rp’000 Rp’000
United States dollar 302,133 273,766 —
129,149,383 113,219,149 74,574,090
7. Trade and other receivables
2008 2009 2010

Rp’000 Rp’000 Rp’000
Consumer financing receivables 172,935,617 203,551,629 253,401,664
Trade receivables 51,414,549 133,068,399 156,854,665
Finance lease receivables 5,457,349 3,754,549 5,783,491
Other receivables 3,909,283 16,462,662 20,541,522
233,716,798 356,837,239 436,581,342
Consumer financing receivables
2008 2009 2010

Rp’000 Rp’000 Rp’000
Consumer financing receivables 216,972,314 261,188,050 312,044,276
Unearned income (40,342,248) (53,348,098) (53,601,372)
Deferred transactions costs — — (903,593)
176,630,066 207,839,952 257,539,311

Allowance for doubtful receivables (3,694,449) (4,288,323) (4,137,647)
172,935,617 203,551,629 253,401,664
A-38

7. Trade and other receivables (Continued)
Consumer financing receivables (Continued)
Unearned income on consumer financing receivables represents the difference between total
instalments to be received and the principal amount financed which is amortised and recognised
as income over the term of the financing agreement using an effective interest rate. As at
31 December 2008, 2009 and 2010, the effective interest rates of consumer financing receivables
ranging from between 14.00% to 31.81%, 14.10% to 33.87% and 14.00% to 42.04% per annum,
respectively.
Details of consumer financing receivables according to their respective due dates are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
2008 2,618,047 — —
2009 132,050,910 2,134,183 —
2010 66,843,561 155,390,137 16,556,814
2011 15,388,852 76,482,898 159,042,479
2012 70,944 22,490,753 94,727,782
2013 — 4,690,079 35,163,171
2014 and onwards — — 6,554,030
216,972,314 261,188,050 312,044,276
Consumer financing receivables that are individually determined to be impaired at the end of the
reporting period relate to debtors that are in significant financial difficulties and have defaulted on
payment. These receivables are secured by the collateral on vehicle financed and related title of
vehicle ownership.
Consumer financing receivables were used as collateral for credit facilities obtained from the
banks (Note 19).
Movements in allowance for doubtful consumer financing receivables are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Balance at beginning of financial year 2,200,383 3,694,449 4,288,323
Allowance made during the financial year 1,754,369 3,295,769 2,578,289
Write-off (260,303) (2,701,895) (2,728,965)
Balance at end of financial year 3,694,449 4,288,323 4,137,647
A-39

Consumer financing receivables (Continued)
The Group is required to take over the consumer financing arrangement loans and make payment
to banks on behalf of the customers in the event the customers default on their payments. As at
31 December 2008, 2009 and 2010, the Group has made allowance for doubtful consumer
financing receivable in respect of consumer financing arrangement loans disclosed under
contingent liabilities in Note 30 to the consolidated financial statements amounted to
approximately RpNil, Rp1,105,589,000 and Rp1,239,779,000, respectively.
Trade receivables
Trade receivables which are primarily generated from stock broking and securities dealing are not
past due and the trade credit term is generally 3 market days. No allowance for trade receivables
has been made since the management expects that these are fully recoverable.
Finance lease receivables

2008 2009 2010
Rp’000 Rp’000 Rp’000
Finance lease receivables 6,883,002 5,435,536 7,560,047
Unearned lease income (1,267,292) (1,562,376) (1,562,072)
Deferred transaction costs — — (31,792)
5,615,710 3,873,160 5,966,183

Allowance for doubtful finance lease receivables (158,361) (118,611) (182,692)
5,457,349 3,754,549 5,783,491
As at 31 December 2008, 2009 and 2010, all finance lease receivables are from self financing and
the effective interest rates ranges from between 15.00% to 18.50%, 15.00% to 17.00% and
17.00% to 22.03%, respectively.
Allowance for doubtful finance lease receivables is provided based on a review of the status of the
individual receivable accounts at the end of the financial years.
Movements in allowance for doubtful finance lease receivables are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Balance at beginning of financial year — 158,361 118,611
Allowance made during the financial year 158,361 183,355 173,578
Write-off — (223,105) (109,497)
Balance at end of financial year 158,361 118,611 182,692
A-40

Other receivables
As at 31 December 2008, 2009 and 2010, other receivables include interest receivables
amounting to approximately Rp6,113,000, Rp3,684,156,000 and Rp18,232,048,000, respectively.
Trade and other receivables are denominated in the following currencies:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Singapore dollar 60,929 — —
233,716,798 356,837,239 436,581,342
8. Prepayments
2008 2009 2010

Rp’000 Rp’000 Rp’000
Prepaid rental 2,158,511 3,315,662 4,300,826
Deposits and commissions 860,837 1,024,509 285,066
Prepaid taxes 467,481 289,104 650,631
Others 1,675,548 1,348,128 736,025
5,162,377 5,977,403 5,972,548
A-41

9. Plant and equipment
Office Furniture Motor

equipment and fixtures vehicles Total
Rp’000 Rp’000 Rp’000 Rp’000
Cost
Balance at 1 January 2008 5,523,390 4,712,308 6,926,546 17,162,244
Additions 3,048,758 2,884,521 9,187,010 15,120,289
Disposals (1,400) (389) (3,287,421) (3,289,210)
Reclassifications 2,753,261 (2,753,261) — —
Balance at 31 December 2008 11,324,009 4,843,179 12,826,135 28,993,323
Accumulated depreciation
Depreciation for the financial year 1,297,795 708,244 1,801,278 3,807,317
Disposals (1,400) — (2,012,544) (2,013,944)
Reclassifications 2,293,456 (2,293,456) — —
Carrying amount .
Cost
Additions 2,604,572 329,691 3,419,913 6,354,176
Disposals (1,006,354) (372,472) (1,897,907) (3,276,733)
Reclassifications 173,446 (173,446) — —
Disposals (915,203) (331,113) (1,175,083) (2,421,399)
Reclassifications 14,454 (14,454) — —
Carrying amount
A-42

9. Plant and equipment (Continued)
Office Furniture Motor

equipment and fixtures vehicles Total
Rp’000 Rp’000 Rp’000 Rp’000
Cost
Additions 2,557,102 804,389 2,850,595 6,212,086
Disposals (44,940) (57,835) (3,174,966) (3,277,741)
Disposals (44,463) (49,716) (1,493,750) (1,587,929)
Carrying amount
As at 31 December 2008, 2009 and 2010, the Group’s plant and equipment with a carrying
amount of approximately RpNil, RpNil and Rp190,223,000, respectively were acquired under
finance lease arrangements.
During the financial year ended 31 December 2010, the Group acquired plant and equipment with
an aggregate cost of approximately Rp6,212,086,000 of which cash payments of approximately
Rp5,851,586,000 were made to purchase plant and equipment.
10. Investment in an associate
2008 2009 2010

Rp’000 Rp’000 Rp’000
Unquoted equity shares, at cost 500,000 — —
Share in post-acquisition losses (185,214) — —
314,786 — —
A-43

10. Investment in an associate (Continued)
The particulars of the associate are as follows:
Name of company
(Country of incorporation) Principal activities Effective equity interest
2008 2009 2010
% % %
Held through BPAM
PT Batavia Prosperindo Prima (“BPP”)(1) Management consultant 45.00 — —
(Indonesia)
(1)
Audited by Kanaka Puradiredja Suhatorno, a member of Nexia International
In January 2007, BPAM acquired 500 shares in BPP which represents 50% interest in BPP. In
May 2009, BPAM acquired the remaining interest in BPP held by minority shareholders. In June
2009, BPAM liquidated the latter.
11. Available-for-sale financial assets
2008 2009 2010

Rp’000 Rp’000 Rp’000
Unquoted 20,316,584 52,445,795 690,690
Quoted 3,886,870 — —
24,203,454 52,445,795 690,690
Available-for-sale equity securities comprise of two quoted equity investments in the logistics,
data centre and networks and natural resources mining segments.
Available-for-sale unquoted equity securities are stated at cost and the fair value information has
not been disclosed because the fair value cannot be reliably measured. These pertain to
one ordinary share in Indonesia Stock Exchange and 18.92% share on PT Affia Arya Jasa Batavia
and various mutual funds.
Available-for-sale financial assets are denominated in the following currencies:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Indonesian rupiah 20,316,584 52,445,795 690,690
Singapore dollar 3,886,870 — —
24,203,454 52,445,795 690,690
A-44

12. Goodwill
2008 2009 2010

Rp’000 Rp’000 Rp’000
Cost
Balance at beginning and end of financial year 2,223,618 2,223,618 2,223,618
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating

units (“CGUs”) that are expected to benefit from the business combination. The carrying amount
of goodwill had been allocated to the following CGUs:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Consumer financing 1,836,667 1,836,667 1,836,667
Brokerage, margin financing and corporate finance advisory 386,951 386,951 386,951
2,223,618 2,223,618 2,223,618
The Group tests the CGUs for impairment annually, or more frequently when there is an indication
that the unit may be impaired.
The recoverable amounts of the CGUs are determined from value-in-use calculations. The key
assumptions for these value-in-use calculations are those regarding the discount rates, growth
rates and expected changes to transaction volume and margin during the period. Management
estimates discount rates using pre-tax rates that reflect current market assessments of the time
value of money and the risks specifics to the CGUs. The growth rates are based on industry
growth forecasts. Changes in revenue are based on past practices and expectations of future
changes in the market.
Key assumptions used for value-in-use calculations:
Brokerage, margin
financing and corporate
Consumer financing finance advisory
2008 2009 2010 2008 2009 2010
% % % % % %
Gross margin(1) 80.38 80.00 60.10 73.59 71.00 73.00
(2)
Growth rate 15.62 27.60 35.09 39.60 40.54 37.48
Discount rate(3) 14.00 14.00 13.00 10.00 10.00 10.00
(1)
Gross margin.
(2)
Weighted average growth rate used to extrapolate cash flows beyond the budget period.
(3)
Pre-tax discount rate applied to the pre-tax cash flows projections.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved
by management for the next five years.
A-45

13. Restricted time deposits
The time deposits were pledged as collateral for the credit facilities granted to a subsidiary, BPS,
obtained from PT Bank Central Asia Tbk. Time deposits bear interest rate ranging from between
5.50% to 5.75% per annum.
Restricted time deposits are denominated in Indonesian rupiah.
14. Deferred tax assets
Balance at Credit/ Balance at

1 January (charged) to 31 December
2008 profit or loss 2008
Rp’000 Rp’000 Rp’000
Provision for employee benefits 2,133,454 (843,121) 1,290,333
Change in income tax rate 106,171 (106,171) —
Depreciation of plant and equipment 309,239 1,135,035 1,444,274
Allowance for doubtful trade receivables 660,115 374,331 1,034,446
3,208,979 560,074 3,769,053

Rp’000 Rp’000 Rp’000
Provision for employee benefits 1,290,333 1,958,074 3,248,407
Change in income tax rate — (495,313) (495,313)
Depreciation of plant and equipment 1,444,274 (1,011,921) 432,353
Unutilised deferred tax assets from consumer
financing receivables — (1,200,730) (1,200,730)
Allowance for doubtful trade receivables 1,034,446 166,284 1,200,730
3,769,053 (583,606) 3,185,447

Rp’000 Rp’000 Rp’000
Provision for employee benefits 3,248,407 (424,018) 2,824,389
Change in income tax rate (495,313) 495,313 —
Depreciation of plant and equipment 432,353 (47,387) 384,966
Unutilised deferred tax assets from consumer
financing receivables (1,200,730) 1,200,730 —
Allowance for doubtful trade receivables 1,200,730 (1,200,730) —
3,185,447 23,908 3,209,355
A-46

15. Other assets

2008 2009 2010
Rp’000 Rp’000 Rp’000
Repossessed assets 1,371,461 2,267,912 6,864,794
Building renovation 1,324,744 1,757,609 1,955,500
Deposits 277,690 186,690 1,002,663
Others 662,220 234,081 87,623
3,636,115 4,446,292 9,910,580
Repossessed assets acquired in conjunction with settlement of consumer financing receivables

is stated at the lower of related consumer financing receivables carrying value or net realisable
value of repossessed assets. The difference between the carrying value and the net realisable
value is recorded as provision for decline in value of repossessed assets and is charged to profit
or loss.
In case of default, the consumer gives the subsidiary the right to sell the repossessed assets or
take any other actions to settle the outstanding receivables. The consumers are entitled to the
excess between the proceeds from sales of repossessed assets and the outstanding consumer
financing receivables. In the event of shortage, the resulting loss is charged to profit or loss.
16. Share capital

2008 2009 2010
Number Number Number
of shares Rp’000 of shares Rp’000 of shares Rp’000
Balance at beginning of
financial year 10,000 57,737 11,853,120 76,415,699 14,119,590 94,041,280
Issuance of shares 11,843,120 76,357,962 2,266,470 17,625,581 436,688 6,606,000
Balance at end of financial

year 11,853,120 76,415,699 14,119,590 94,041,280 14,556,278 100,647,280
On 15 December 2010, the Company issued 436,688 ordinary shares for a total consideration of
approximately Rp6,606,000,000.
On 30 November 2009, the Company issued 2,266,470 ordinary shares to non-controlling

stockholders for a total consideration of approximately Rp17,625,581,000. The newly issued
shares rank pari passu in all respects with the previous issued shares.
On 16 November 2009, Star Malacca Pte. Ltd., the parent company, transferred 187,792 shares
to two non-controlling stockholders for total consideration of S$406,908 (approximately
Rp2,798,715,000).
On 28 April 2008, the Company issued 11,843,120 ordinary shares for a total consideration of
approximately Rp76,357,962,000 for cash to provide funds for working capital purposes. The
newly issued shares rank pari passu in all respects with the previous issued shares.
A-47

17. Other reserves
Other reserves comprise the following:

2008 2009 2010
Rp’000 Rp’000 Rp’000
Merger reserve 393,688 9,472,149 12,507,141
Fair value (account)/reserve (20,662,414) 4,823,114 —
Premium paid on acquisition of non-controlling interests — — (11,953,506)
Foreign currency translation account (2,370,260) (4,317,027) (4,378,900)
(22,638,986) 9,978,236 (3,825,265)
Merger reserve
The merger reserve represents the difference between the consideration paid and the nominal
value of the share capital and capital reserve of subsidiaries acquired under common control.
Fair value (account)/reserve
The fair value (account)/reserve includes cumulative net change in fair value of available-for-sale
financial assets held until they are derecognised.
Premium paid on acquisition of non-controlling interests
Premium paid on acquisition of non-controlling interests represents the effects of changes in

ownership in a subsidiary, BPF, when there is no change in control.
In September 2010, BPI acquired 549,986,250 shares of BPF from BPS which represents 54.99%
paid-up share capital of BPF. In December 2010, BPI acquired additional 386,729,000 shares of
BPF from the public which represents 38.67% paid-up share capital of BPF through tender offer.
Foreign currency translation account
The foreign currency translation account pertains to foreign exchange differences arising from the
translation of financial statements of the Company whose functional currency is Singapore dollar
to the Group’s presentation currency of Indonesian rupiah.
Movements in the above reserves are shown in the consolidated statements of changes in equity
of the Group.
A-48

18. Trade and other payables
2008 2009 2010

Rp’000 Rp’000 Rp’000
Trade payables 70,975,894 178,587,844 210,335,633
Due to related parties 831,752 91,045,595 —
Due to shareholders of the Company 3,238,134 — —
Due to immediate holding company 7,877,578 — —
Accrued operating expenses 3,043,605 4,666,865 5,132,664
Other operating payables 46,427,953 32,838,259 20,721,001
132,394,916 307,138,563 236,189,298
Trade payables are liabilities primarily generated from stock broking and securities dealing and
are normally settled on 3 market days.
In FY2008, the amounts due to related parties were unsecured, interest-free and repayable on
demand.
In FY2009, the amounts due to related parties were unsecured, repayable on demand and
interest-free except for an amount of approximately Rp90,045,595,000 which bore interest rate of
1% to 2% per annum.
The amounts due to shareholders of the Company and immediate holding company were
unsecured, interest-free and repayable on demand.
Trade and other payables are denominated in the following currencies:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Singapore dollar 11,947,464 183,400 423,343
132,394,916 307,138,563 236,189,298
A-49

19. Bank borrowings
2008 2009 2010

Rp’000 Rp’000 Rp’000
Secured loans 161,796,080 99,460,526 223,231,919
Secured bank overdrafts 7,539,673 — —
169,335,753 99,460,526 223,231,919

Less:
Amount due for settlement not later than one year (110,266,553) (65,094,357) (154,640,407)
Amount due for settlement later than one year but not
later than five years 59,069,200 34,366,169 68,591,512
The amount due for settlement within one year consists of secured bank loans of approximately
Rp102,726,880,000, Rp65,094,357,000 and Rp154,640,407,000 as at 31 December 2008, 2009
and 2010, respectively and secured bank overdrafts of approximately Rp7,539,673,000 as at 31
December 2008.
The secured loans are payable on a monthly basis together with the interest, subject to the terms
therein which may be rolled over and are secured by the consumer financing receivables of the
Group and irrevocable Stand-By Letter of Credit from a related party.
As at 31 December 2008, 2009 and 2010, the secured loans bear interest rates ranging from
between 1.37% to 18.0%, 12.0% to 15.0% and 0.75% to 12.5% per annum, respectively.
The bank overdrafts are secured by the time deposits of the Group with effective interest rates at
19% per annum for the financial year ended 31 December 2008 and ranging from between 12%
to 18% per annum for the financial year ended 31 December 2009. The secured bank overdrafts
were paid in 2009.
Bank borrowings are denominated in the following currencies:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Singapore dollar — — 2,381,414
United States dollar 39,979,319 — 92,157,750
169,335,753 99,460,526 223,231,919
Management estimates that the carrying amounts of the Group’s bank borrowings approximate
their fair values.
A-50

20. Finance lease payables

2008 2009 2010
Rp’000 Rp’000 Rp’000
Minimum lease payments due:
– Not later than one year — — 154,434
– Later than one year but not later than five years — — 222,374
— — 376,808
Less: future finance charges — — (83,572)
Present value of finance lease liabilities — — 293,236
The present value of finance lease liabilities are analysed as

follows:
– Not later than one year — — 120,186
– Later than one year but not later than five years — — 173,050
— — 293,236
The effective interest rate charged during financial year ended 31 December 2010 is 9.50% per
annum.
The finance leases have a term period of 3 years.
Interest rates are fixed at the contract date. All leases are on a fixed repayment basis and no
arrangements have been entered into for contingent rental payments.
The fair values of the Group’s lease obligations approximate their carrying amounts.
The Group’s obligations under finance leases are secured by the lessors’ title to the leased
assets, which will revert to the lessors in the event of default by the Group.
Finance lease payables are denominated in Indonesian rupiah.
A-51

21. Provision for employee benefits
The Group calculates and records post-employment benefits for its qualified employees based on
Labour Law No.13/2003 dated March 2003.
The following tables summarise the components of provision for post-employment benefits
included in the profit or loss and post-employment benefits in the consolidated statements of
financial position.
2008 2009 2010
Rp’000 Rp’000 Rp’000
Components of provision for post-employment benefits
Current service costs 1,442,128 2,379,913 2,790,606
Interest costs 428,546 658,879 794,600
Amortisation of actuarial loss (128,274) (99,300) —
Curtailment impact (225,129) 33,178 —
1,517,271 2,972,670 3,585,206
The details of post-employment benefits liabilities are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Present value of post-employment benefit obligation 5,989,805 8,230,900 11,297,556
Unrecognised actuarial loss 2,638,979 3,370,554 —
Liability recognised in the consolidated statements of

financial position 8,628,784 11,601,454 11,297,556
Reconciliation of the present value of the post-employment benefits liabilities are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Balance at beginning of financial year 7,111,513 8,628,784 11,601,454
Current service costs 1,442,128 2,379,913 2,790,606
Interest costs 428,546 658,879 794,600
Amortisation of actuarial correction (128,274) (99,300) —
Curtailment impact (225,129) 33,178 —
Recognised actuarial loss — — (3,370,554)
Actual benefit payments — — (646,358)
Recognised actuarial loss to other comprehensive income — — 127,808
Recognised past service costs to other comprehensive
income — — 118,471
Recognised curtailment effect to other comprehensive
income — — (118,471)
Balance at end of financial year 8,628,784 11,601,454 11,297,556
A-52

21. Provision for employee benefits (Continued)
The cost of providing post-employment benefits is calculated by independent actuaries, PT

Binaputera Jaga Hikmah using the Projected Unit Credit Method. The actuarial valuation was
carried out using the following key assumptions:
2008 2009 2010

9.20% to
Discount rate per annum 11% 11% 9.40%
Table of Table of Table of
Mortality rate Mortality II-99 Mortality II-99 Mortality II-99
Rates of increase in compensation per annum 10% to 12% 10% 10% to 12%
Average expected retirement age 55 years 55 years 55 years
22. Net interest income
2008 2009 2010

Rp’000 Rp’000 Rp’000
Interest income:
– consumer financing receivables 51,715,450 58,837,973 73,550,078
– finance lease receivables 629,546 815,582 930,113
– others 13,544,899 10,494,151 12,848,245
65,889,895 70,147,706 87,328,436

Interest expense:
– loans and bank overdrafts (30,243,493) (25,798,325) (21,465,374)
35,646,402 44,349,381 65,863,062
23. Fee and commission income
2008 2009 2010

Rp’000 Rp’000 Rp’000
Brokerage commissions 8,695,684 20,331,719 23,710,692
Income from administration and penalties 6,931,727 9,490,644 14,656,904
Management and trading fees 46,494,433 45,446,700 58,652,402
Underwriting and selling fees 271,277 3,588,298 7,581,296
62,393,121 78,857,361 104,601,294
A-53

24. Other income
2008 2009 2010

Rp’000 Rp’000 Rp’000
Foreign exchange gain 1,765,975 87,012 606,800
Gain from disposal of plant and equipment 343,422 189,911 341,310
Valuation gain on financial assets at fair value through
profit or loss 3,190,821 3,367,684 8,831,373
Gain from disposal of subsidiaries 23,012 — —
Gain on liquidation of a subsidiary — — 30,742
Gain on foreign currency forward contracts — 8,441,927 —
Other income 273,641 352,639 1,724,444
5,596,871 12,439,173 11,534,669
25. Profit before income tax
The above is arrived at after charging:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Operating expenses
Depreciation of plant and equipment 3,807,317 5,587,467 5,985,317
General and administrative 7,528,278 7,623,443 10,203,671
Rental and maintenance 3,909,935 4,880,389 6,049,494
Marketing expenses 19,225,633 23,573,067 40,708,732
Professional fees 5,899,905 4,307,728 3,334,022
Salaries and allowances 31,261,592 42,482,111 59,730,432
Other expenses
Foreign exchange loss 1,062 3,645,385 1,556,422
Loss on foreign currency forward contacts 1,380,077 — —
A-54

26. Income tax expense
2008 2009 2010

Rp’000 Rp’000 Rp’000
Current income tax
– current financial year 10,740,967 8,448,164 11,268,322
Deferred income tax
– current financial year (560,074) 583,606 (23,908)
Total income tax expense recognised in profit or loss 10,180,893 9,031,770 11,244,414
Reconciliation of effective income tax rate
2008 2009 2010

Rp’000 Rp’000 Rp’000
Add: Share of results of an associate 121,701 156,886 —
34,683,842 46,757,270 63,530,356
Income tax calculated at Singapore’s statutory income

tax rate of 18%, 17% and 17%, respectively 6,243,092 7,948,736 10,800,161
Non-deductible expenses for income tax purposes 1,397,680 1,494,727 2,082,346
Non-taxable income for income tax purposes (1,903,296) (1,912,317) (3,360,871)
Unutilised tax losses (4,790) 280,128 231,837
Effect of income tax rate in other country 4,448,207 1,220,496 1,490,941
10,180,893 9,031,770 11,244,414
The above reconciliation is prepared by aggregating separate reconciliation for each national
jurisdiction.
The subsidiaries in Indonesia are generally subject to progressive tax rates up to a maximum of
30% in 2008. The corporate income tax rate was reduced to 28% for the fiscal year 2009 and at
a single rate of 25% with effect from fiscal year 2010.
27. Earnings per share
The calculations for basic earnings per share for the relevant years is based on the profit
attributable to owners of the parent for the financial years ended 31 December 2008, 2009 and
2010 by the actual number of ordinary shares in issue in the relevant years.
The Group does not have any dilutive options for the relevant years.
A-55

27. Earnings per share (Continued)
The calculations for earnings per shares based on Pre-Invitation share capital for the relevant
years is based on the profit attributable to owners of the parent for the financial years ended
31 December 2008, 2009 and 2010 on the assumption that Pre-Invitation share capital of
262,013,004 ordinary shares are in issue as at the date of the Offer Document.
28. Significant related party transactions
For the purposes of these consolidated financial statements, parties are considered to be related
to the Group if the Group have the ability, directly or indirectly, to control the party or exercise
significant influence over the party in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control or common significant influence.
Related parties may be individuals or other entities.
In addition to the related party information disclosed elsewhere in the consolidated financial
statements, the following are significant related party transactions between the Group and its
related parties during the financial years ended 31 December 2008, 2009 and 2010 at rates and
terms agreed between the parties:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Related parties
Management fees income (67,500) (225,000) (3,325,251)
Technical assistance income — — (617,674)
Technical assistance expenses 4,400,000 223,259 66,000
Rental income (35,910) — —
Rental and maintenance expenses — — 160,053
Interest expenses — 744,952 974,641
Compensation of key management personnel
Key management includes directors (executive and non-executive) and members of the
Executive Committee. The compensation paid to key management personnel during the financial
years are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Salaries and wages 6,913,962 8,342,574 12,825,287
Post-employment benefits 3,897,871 4,366,882 4,491,678
10,811,833 12,709,456 17,316,965
A-56

29. Operating lease commitments
As at the end of the reporting period, there were operating lease commitments for rental of
premises payable in subsequent accounting periods as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Not later than one year 1,993,512 2,087,363 2,258,415
Later than one year but not later than five years 6,687,383 4,600,020 2,341,605
8,680,895 6,687,383 4,600,020
The current rent payables under the leases are subject to revision after expiry. The leases have
varying terms, escalation clauses and renewal rights.
30. Contingent liabilities
The Group entered into joint financing, channelling and sale and purchase of receivables
arrangements with various banks whereby the banks provide joint financing loans to customers
for its consumer financing activities. In the event the customers default on their payments, the
Group is required to take over the loans and make payments on their behalf. The contingent
liabilities are secured against the assets which are jointly financed by the Group and the banks.
As at 31 December 2008, 2009 and 2010, the outstanding balances of the loans under joint
financing, channelling and sale and purchase of receivables arrangements with the banks which
are utilised by the Group are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Consumer financing arrangement loans 170,044,729 206,852,351 267,787,030
31. Segment information
Management has determined the operating segments based on the reports reviewed by the chief
operating decision-maker (Note 3.20).
The Group’s reportable segments are strategic business units that are organised based on their
function and targeted customer groups. They are managed separately because each business
unit requires different skill sets and marketing strategies.
Management monitors the operating results of the segments separately for the purpose of making
decisions about resources to be allocated and of assessing performance. Segment performance
is evaluated based on operation profit or loss which is similar to the accounting profit or loss.
A-57

31. Segment information (Continued)
The accounting policies of the operating segments are the same of those described in the
summary of significant accounting policies. There is no asymmetrical allocation to reportable
segments. Management evaluates performance on the basis of profit or loss from operation
before tax expense not including non-recurring gains and losses. Income taxes are managed on
a Group basis.
The Group provides a wide variety of financial services to a diverse customer base including both
retail and institutional customers in the Indonesian market. The Group’s business comprises three
main segments as follows:
(a) consumer financing of primarily pre-owned passenger cars and commercial vehicles;
(b) asset management services; and
(c) brokerage, margin financing and corporate finance advisory services.
Others refer to investment holding segment.

Brokerage,
margin
financing
and
corporate
Consumer Asset finance
Business segments financing management advisory Others Total
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
2008
Interest income 52,373,904 369,253 13,126,444 20,294 65,889,895
Interest expense (19,989,036) — (10,214,037) (40,420) (30,243,493)
Net interest income 32,384,868 369,253 2,912,407 (20,126) 35,646,402

Fee and commission income 6,931,727 47,166,732 8,227,162 67,500 62,393,121
Gain on trading of equity and
debt securities — — 9,170,986 — 9,170,986
Total external revenue 39,316,595 47,535,985 20,310,555 47,374 107,210,509
Segment results 16,313,031 12,614,624 6,593,176 (836,989) 34,683,842

Share of results of an associate (121,701)
Profit before income tax 34,562,141

Income tax expenses (10,180,893)
Profit for the financial year 24,381,248
Segment assets 195,085,782 44,333,874 217,681,890 6,246,421 463,347,967
Segment liabilities 133,807,427 15,271,775 152,247,405 12,220,254 313,546,861
Other segment information

Capital expenditures 3,846,194 3,412,867 7,831,749 29,479 15,120,289
Depreciation and amortisation 1,332,610 1,271,939 1,190,589 12,179 3,807,317
A-58

Brokerage,
margin
financing
and
corporate
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
2009
Interest income 59,918,937 294,061 9,665,348 269,360 70,147,706
Interest expense (15,889,759) — (9,163,146) (745,420) (25,798,325)
Net interest income 44,029,178 294,061 502,202 (476,060) 44,349,381

Fee and commission income 9,490,644 47,535,060 21,606,657 225,000 78,857,361
debt securities — — 10,997,549 — 10,997,549
Total external revenue 53,519,822 47,829,121 33,106,408 (251,060) 134,204,291
Segment results 22,870,948 25,299,336 1,471,576 (2,884,590) 46,757,270

Share of results of an associate (156,886)

Segment assets 231,989,135 93,048,811 342,993,508 9,770,780 677,802,234

Capital expenditures 2,574,241 628,075 2,837,487 314,373 6,354,176
Depreciation and amortisation 1,722,424 1,325,902 2,467,389 71,752 5,587,467
A-59

Brokerage,
margin
financing
and
corporate
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
2010
Interest income 74,502,979 330,101 12,163,635 331,721 87,328,436
Interest expense (16,964,184) — (3,298,200) (1,202,990) (21,465,374)
Net interest income 57,538,795 330,101 8,865,435 (871,269) 65,863,062

Fee and commission income 14,656,904 56,266,607 30,307,532 3,370,251 104,601,294
debt securities — — 18,096,548 — 18,096,548
Total external revenue 72,195,699 56,596,708 57,269,515 2,498,982 188,560,904
Segment results 32,640,084 23,025,360 9,496,327 (1,631,415) 63,530,356

Share of results of an associate —

Segment assets 288,573,253 93,327,288 335,186,985 8,549,081 725,636,607

Capital expenditures 2,757,344 682,108 2,493,988 278,646 6,212,086
Depreciation and amortisation 2,057,376 976,727 2,819,217 131,997 5,985,317
Major customers
Revenue of approximately 30.7%, 37.9% and 36.9% is derived from a single external customers
for the financial years ended 31 December 2008, 2009 and 2010, respectively. This revenue is
attributable to asset management segment.
A-60

32. Financial instruments, financial risks and capital management
The Group’s activities expose it to credit risks, market risks (including foreign currency risks and
interest rates risks) and liquidity risks. The Group’s overall risk management strategy seeks to
minimise adverse effects from the volatility of financial markets on the Group’s financial
performance.
Management is responsible for setting the objectives and underlying principles of financial risk
management for the Group. Management continually monitors the Group’s financial risk
management process to ensure that an appropriate balance between risk and control is achieved.
Given the differing nature of the businesses, the Group currently does not have a uniform
compliance and risk management policy for all of its business operations. As such, each of the
Group’s business units has their own set of compliance and risk management policies and risk
management personnel to manage risks and these personnel report to respective Executive
Officers/Head of business.
There has been no change to the Group’s exposure to these financial risks or the manner in which
it manages and measures the risk. If necessary, market risk exposures are measured using
sensitivity analysis indicated below.
32.1 Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations
resulting in a loss to the Group. The Group adopted a policy of only dealing with creditworthy
counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating
the risk of financial loss from defaults. The Group performs ongoing credit evaluation of its
counterparties’ financial condition, credit reliability, portfolio quality and the quality of
collateral, if required.
The Risk Management Committee has established a credit policy under which each new
customer is analysed individually for creditworthiness before the Group’s standard payment
and delivery terms and conditions are offered. The Group’s review includes external ratings,
when available, and in some cases bank references. Credit limits, trading limits and margin
loan are established for each customer, which represents the maximum open amount with
requiring approval from the credit and investment committees.
The Risk Management Committee determines concentrations of credit risk by quarterly

monitoring the creditworthiness rating of existing customers and through a monthly review
of the trade receivables’ ageing analysis and periodic review of their financial status to
determine credit limit to be granted. In monitoring the customer’s credit risk, customers are
grouped according to their credit characteristics. Customers that are graded as “high risk”
are placed on a restricted customer list, and future sales are made on a prepayment basis
with approval of the Risk Management Committee.
Credit risk is a major risk because the Group is engaged in consumer financing activity, in
which the Group offers credit services to public who would like to own motor vehicles.
Directly, the Group faces risks when consumers are not able to fulfil their obligations in
paying off loans already agreed upon in the contract between consumers and the Group.
A-61

32. Financial instruments, financial risks and capital management (Continued)
32.1 Credit risk (Continued)
Credit risk is an unavoidable risk, however, could be managed to an acceptable limit. The
Group has a policy in order to deal with this risk. Starting from the beginning of the process
in receiving credit applications selectively and handling them with prudence principle,
whereby the credit application would go through survey and credit analysis process in order
to be reviewed and approved subsequently by the Credit Committee.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial
institutions. To mitigate the credit risk, the Group places its cash and cash equivalents with
reputable financial institutions.
The Group does not enter into derivatives to manage credit risk, although in certain isolated
cases may take steps to mitigate such risks if it is sufficiently concentrated.
The Group has no significant concentration of credit risks as at the end of the reporting
period.
As at the end of the reporting period, the Group’s maximum exposure to credit risk are
represented by the carrying amount of the financial assets on the statements of financial
position.
The Group’s major categories of financial assets are financial assets at fair value through
profit or loss, available-for-sale and loans and receivables.
As at the end of the reporting period, management does not expect any losses from
non-performance by the counterparties.
The detail ageing analyses of the contractual maturities (representing undiscounted

contractual cash-flows) of the instalment portion of the gross consumer financing
receivables are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Current 214,354,267 259,053,867 306,436,633
Overdue:
1 − 30 days 1,357,382 496,187 1,743,841
31 − 60 days 542,246 746,002 1,194,914
61 − 90 days 88,845 344,302 795,475
More than 90 days 629,574 547,692 1,873,413
216,972,314 261,188,050 312,044,276
A-62

32.1 Credit risk (Continued)
The detail ageing analyses of the contractual maturities (representing undiscounted

contractual cash-flows) of the instalment portion of the gross finance receivables are as
follows:
2008 2009 2010
Rp’000 Rp’000 Rp’000
Current 6,883,002 5,367,810 7,560,047
Overdue:
61 − 90 days — 67,726 —
6,883,002 5,435,536 7,560,047
32.2 Market risks
(i) Foreign currency risk
Foreign currency risk is the risk that the value of monetary assets and liabilities will
fluctuate due to changes in foreign exchange rates. The Group incurs foreign currency
risk on transactions and balances that are denominated in currencies other than its
functional currency. The Group transacts business in various foreign currencies and
therefore is exposed to foreign exchange risk mainly from Singapore dollar and United
States dollar transactions. At the end of the reporting period, the carrying amounts of
monetary assets and monetary liabilities denominated in currencies other than the
respective Group entities’ functional currencies are as follows:
2008 2009 2010

Rp’000 Rp’000 Rp’000
Singapore dollar (5,608,487) 1,077,788 (789,060)
United States dollar (24,320,193) 18,499,743 (49,073,008)
Net monetary financial (liabilities)/assets (29,928,680) 19,577,531 (49,862,068)
The Group’s exposure to foreign currency risk is monitored on an ongoing basis in

accordance with the Group’s risk management policies to ensure that the net exposure
is at an acceptable level.
Foreign currency sensitivity analysis
The following table details the sensitivity to a 5% increase or decrease in the relevant
foreign currencies against the functional currency of the Group. The 5% is the
sensitivity rate used when reporting foreign currency risk internally to key management
personnel and represents the management’s assessment of the possible change in
foreign exchange rates.
A-63

32.2 Market risks (Continued)
(i) Foreign currency risk (Continued)
Foreign currency sensitivity analysis (Continued)
The sensitivity analysis includes only outstanding foreign currency denominated

monetary items and adjusts their translation at the year end for a 5% change in foreign
currency rates. The sensitivity analysis includes external bank borrowings where they
gave rise to an impact on the Group’s profit or loss.
If the relevant foreign currency weakens by 5% against the Indonesian rupiah, profit or
loss of the Group will increase or decrease by:
Profit or Loss
2008 2009 2010
Rp’000 Rp’000 Rp’000
Singapore dollar (280,424) 53,889 (39,453)
United States dollar (1,216,010) 924,987 (2,453,650)
The potential impact on the Group’s profit or loss as described in the sensitivity
analysis above is attributable mainly to the Group’s foreign exchange rate exposure on
cash and cash equivalents, trade and other receivables, available-for-sale financial
assets, bank borrowings and trade and other payables at the end of the reporting
period.
(ii) Interest rate risk
Interest rate risk represents exposure to adverse movements in interest rates. The
Group’s exposure to market risks for changes in interest rates relates primarily to
interest-bearing financial assets and interest bearing bank borrowings as shown in
Notes 5 and 19, respectively, to the consolidated financial statements.
The Group’s results are affected by changes in interest rates due to the impact of such
changes on interest income and expenses from time deposit, interest bearing financial
assets and interest-bearing bank borrowings which are at floating interest rates. It is
the Group’s policy to obtain quotes from reputable banks to ensure that the most
favourable rates are made available to the Group.
The Group does not use derivative financial instruments to hedge its interest rates. The
Group does not hedge interest rate fluctuations.
A-64

32.2 Market risks (Continued)
(ii) Interest rate risk (Continued)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest
rate risks at the end of the reporting period. For floating rate liabilities, the analysis is
prepared assuming the amount of liability outstanding assumes an instantaneous 1%
change in the interest rates from the end of the reporting period, with all variable held
constant.
Profit or Loss
2008 2009 2010
Rp’000 Rp’000 Rp’000
Fixed deposits with banks 271,761 614,119 382,766
Variable rate financial liabilities 75,397 — 921,578
A 1% decrease in interest rates would have equal but opposite effect, on the basis that
all other variables remain constant.
32.3 Liquidity risk
Liquidity risk refers to the risk in which the Group encounters difficulties in meeting its
short-term obligations. Liquidity risks are managed by matching the payment and receipt
cycle. The Group also seeks to reduce liquidity risks by fixing interest rates on a portion of
their long-term borrowings. The table below analyses the maturity profile of the Group’s
financial liabilities based on contractual undiscounted cash flows.
The following table details the Group’s remaining contractual maturity for its non-derivative
financial instruments. The table has been drawn up based on undiscounted cash flows of
financial instruments based on the earlier of the contractual date or when the Group is
expected to pay. The table includes both interest and principal cash flows.
Contractual maturity analysis

Within one to
Within one five financial
financial year years Total
Rp’000 Rp’000 Rp’000
Trade and other payables 132,394,916 — 132,394,916
Bank borrowings 110,266,553 59,069,200 169,335,753
As at 31 December 2008 242,661,469 59,069,200 301,730,669

Bank borrowings 65,094,357 34,366,169 99,460,526
As at 31 December 2009 372,232,920 34,366,169 406,599,089
A-65

32.3 Liquidity risk (Continued)
Contractual maturity analysis (Continued)

Within one to
Within one five financial
financial year years Total
Rp’000 Rp’000 Rp’000
Finance lease payables 120,186 173,050 293,236
Bank borrowings 154,640,407 68,591,512 223,231,919
As at 31 December 2010 390,949,891 68,764,562 459,714,453
32.4 Capital management policies and objectives
The Group manages its capital to ensure that it will be able to continue as a going concern
while maximising the return to shareholders through the optimisation of the debt and equity
balance. In order to maintain or achieve an optimal capital structure, the Group may adjust
the amount of dividend payment, return capital to shareholders, issue new shares, obtain
new borrowings or sell assets to reduce borrowings.
The Company and its subsidiaries are not subject to externally imposed capital
requirements, except for BPAM and BPS which are required to maintain minimum net
working capital requirements as imposed by relevant Indonesia regulatory authorities. To
address the risk, the Group continuously evaluates the levels of regulatory capital
requirements and monitors regulatory developments regarding net working capital
requirements and prepare for increases in the required minimum levels of regulatory capital
that may occur from time to time in the future.
These externally imposed capital requirement have been complied with by the relevant
subsidiaries for the financial years ended 31 December 2008, 2009 and 2010.
There were no changes in the Group’s approach to capital management during the financial
years.
A-66

32.5 Fair value of financial assets and financial liabilities
The carrying amounts of the Group’s cash and cash equivalents, trade and other receivables
and payables approximate their respective fair values due to the relative short term maturity
of these financial instruments.
The fair values of financial assets and liabilities are determined as follows:
• the fair value of financial assets and financial liabilities with standard terms and
conditions and traded on active liquid markets are determined with reference to quoted
market prices; and
• the fair value of other financial assets and financial liabilities (excluding derivative
instruments) are determined in accordance with generally accepted pricing models
based on discounted cash flow analysis.
The management considers that the carrying amounts of the financial assets and financial
liabilities recorded at amortised cost in the consolidated financial statements approximate
their fair values.
Fair value hierarchy
The Group classifies fair value measurements using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. The table below analyses
financial instruments carried at fair value by the valuation method. The fair value hierarchy
has the following levels:
• Level 1 – quoted process (unadjusted) in active markets for identical assets or

liabilities;
• Level 2 – inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices); and
• Level 3 – inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
Level 1 Level 2 Level 3 Total

Rp’000 Rp’000 Rp’000 Rp’000
2008
Financial assets at fair value through
profit or loss — 9,406,219 119,743,164 129,149,383
Available-for-sale financial assets 3,886,870 — 20,316,584 24,203,454
3,886,870 9,406,219 140,059,748 153,352,837
A-67

32.5 Fair value of financial assets and financial liabilities (Continued)
Fair value hierarchy (Continued)

Level 1 Level 2 Level 3 Total
Rp’000 Rp’000 Rp’000 Rp’000
2009
profit or loss — 32,602,998 80,616,151 113,219,149
Available-for-sale financial assets — — 52,445,795 52,445,795
— 32,602,998 133,061,946 165,664,944
2010
profit or loss — 74,574,090 — 74,574,090
Available-for-sale financial assets — — 690,690 690,690
— 74,574,090 690,690 75,264,780
33. Events after the reporting period
Subsequent to 31 December 2010, the following events have taken place:

(i) BPI acquired 13,284,750 shares representing 1.33% issued and paid-up capital of BPF, from
public for consideration of approximately Rp2,391,255,000 in January 2011. With the
additional shares acquired, the Group’s effective interest in BPF increased to 95% from
93.67%.
(ii) On 28 April 2011, the Company declared an interim dividend of Rp824.37 per ordinary share
for an amount of Rp12,000,000,000 for the financial year ending 31 December 2011 to the
shareholders of the Company. The interim dividend was paid in July 2011.
(iii) Pursuant to the Share Subscription Agreement, BPI and BPF subscribed for approximately
429,232,336 shares and 175,000,000 shares or approximately 61.32% and 25.00% of the
enlarged paid-up share capital of PT Asuransi Wuwungan (“Wuwungan”) respectively. The
total consideration for the Share Subscription Agreement is approximately Rp60.4 billion and
it is funded through a combination of internal funds and bank borrowings of BPF and BPI
respectively.
Alexander Wuwungan for a consideration of approximately Rp2.2 billion. As a result, BPI
and BPF will collectively hold approximately 89.51% of the enlarged paid-up share capital of
Wuwungan upon the completion of the Share Subscription Agreement and the Share
Purchase Agreement.
A-68

33. Events after the reporting period (Continued)
Subsequent to 31 December 2010, the following events have taken place: (Continued)
The fair value of the Group’s share in of the identifiable net assets of Wuwungan at the date
of the acquisition has been provisionally determined at approximately Rp9,164,073,000.
Details of the assets acquired and liabilities assumed, non-controlling interest that will be
recognised, revenue and profit contribution of Wuwungan and the effect on the cash flows
for the Group are not disclosed, as the accounting for this acquisition is still incomplete at the
time these financial statements have been authorised for issue. Wuwungan will be
consolidated with effect from financial year ending 31 December 2011.
(iv) Pursuant to the members resolution in writing dated 8 July 2011, the Shareholders
approved, inter alia, the following:
(a) the sub-division of each ordinary share in the issued share capital of the Company into
18 ordinary shares;
(b) the conversion of the Company into a public limited company and the change of the
name to Malacca Trust Limited;
(c) the listing and quotation of all the issued Shares (including the New Shares to be
allotted and issued as part of the Invitation) on the Catalist to be approved;
(d) the adoption of a new set of Articles of Association;
(e) the allotment and issue of 85,000,000 New Shares which are the subject of the
Invitation, on the basis that the New Shares, when allotted, issued and fully-paid, will
rank pari passu in all respects with the existing issued and fully paid-up Shares;
(f) the approval of the Service Agreement for the Executive Director and CEO, Rudy
Johansen; and
A-69

33. Events after the reporting period (Continued)
Subsequent to 31 December 2010, the following events have taken place: (Continued)
(g) the authorisation of the Directors, pursuant to Section 161 of the Companies Act, to (i)
allot and issue Shares in the Company; and (ii) issue convertible securities and any
shares in the Company pursuant to the convertible securities, whether by way of rights,
bonus or otherwise, at any time and upon such terms and conditions, whether for cash
or otherwise and for such purposes and to such persons as the Directors shall in their
absolute discretion deem fit, provided that the aggregate number of shares to be
issued pursuant to such authority shall not exceed 100% of the issued share capital of
the Company immediately after the Invitation excluding treasury shares and that the
aggregate number of shares to be issued other than on a pro-rata basis to the then
existing shareholders of the Company shall not exceed 50% of the issued share capital
of the Company immediately after the Invitation excluding treasury shares. Unless
revoked or varied by the Company in general meeting, such authority shall continue in
full force until the conclusion of the next annual general meeting of the Company or the
date by which the next annual general meeting is required by law or by the Articles to
be held, whichever is earlier, except that the Directors shall be authorised to allot and
issue new shares pursuant to the convertible securities notwithstanding that such
authority has ceased. For the purposes of this resolution and pursuant to Rules 806(3)
and 806(4) of the Listing Manual, “issued share capital of the Company immediately
after the Invitation excluding treasury shares” shall mean the enlarged issued and
paid-up share capital of the Company after the Invitation excluding treasury shares
after adjusting for (i) new shares arising from the conversion or exercise of any
convertible securities; (ii) new shares arising from exercising share options or vesting
of share awards outstanding or subsisting at the time such authority is given, provided
that the options or awards were granted in compliance with the Listing Manual; and (iii)
any subsequent consolidation or sub-division of shares.
A-70
APPENDIX B
COMPILATION REPORT OF THE INDEPENDENT AUDITORS ON THE

UNAUDITED PROFORMA CONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010

and its subsidiaries
Unaudited Proforma Consolidated Financial Information

For the financial year ended 31 December 2010
B-1
COMPILATION REPORT OF THE INDEPENDENT AUDITORS ON THE UNAUDITED
PROFORMA CONSOLIDATED FINANCIAL INFORMATION
18 July 2011
The Board of Directors

Malacca Trust Limited
No. 1 Scotts Road
#20-02 Shaw Centre
Singapore 228208
Dear Sirs
REPORT OF THE INDEPENDENT AUDITORS ON THE UNAUDITED PROFORMA CONSOLIDATED

FINANCIAL INFORMATION
This report has been prepared for inclusion in the Offer Document in respect of initial public offering of
shares of Malacca Trust Limited (the “Company”). The unaudited proforma consolidated financial
information comprises the unaudited proforma consolidated statement of financial position as at 31
December 2010 and the unaudited proforma consolidated statement of comprehensive income and
unaudited proforma consolidated statement of cash flows for the financial year ended 31 December
2010.
We report on the unaudited proforma consolidated financial information as set out in pages B-4 to B-12
of the Offer Document dated 18 July 2011 which has been prepared for illustrative purposes only and
based on certain assumptions after making certain adjustments to show what:
(i) the financial position of the Group as at 31 December 2010 would have been if the significant
events had occurred on that date; and
(ii) the financial results and cash flows of the Company and its subsidiaries (the “Group”) for the
financial year ended 31 December 2010 would have been if the significant events as stated in
Note 2 of the unaudited proforma consolidated financial information had occurred on 1 January
2010.
The unaudited proforma consolidated financial information, because of their nature, may not give a true
picture of the Group’s actual financial position, results and cash flows.
The unaudited proforma consolidated financial information is the responsibility of the Directors of the
Company.
Our responsibility is to express an opinion on the unaudited proforma consolidated financial information
based on our work. We carried out procedures in accordance with Singapore Statement of Auditing
Practice 24: Auditors and Public Offering Documents. Our work, which involved no independent
examination of the unaudited proforma consolidated financial information, consisted primarily of
comparing the unaudited proforma consolidated financial information to the audited consolidated
financial statements of the Group for the financial year ended 31 December 2010, considering the
evidence supporting the adjustments and discussing the unaudited proforma consolidated financial
information with the Directors of the Company.
B-2
In our opinion,
(a) the unaudited proforma consolidated financial information has been properly prepared:
(i) in a manner consistent with the format of the audited consolidated financial statements and
the accounting policies of the Group, which are prepared in accordance with the Singapore
Financial Reporting Standards; and
(ii) on the basis stated in Note 3 of the unaudited proforma consolidated financial information.
(b) each material adjustment made to the information used in the preparation of the unaudited
proforma consolidated financial information is appropriate for the purpose of preparing such
financial information.
Yours faithfully
BDO LLP
Public Accountants and
Certified Public Accountants
Singapore
Leong Hon Mun Peter

Partner-in-charge
B-3
UNAUDITED PROFORMA CONSOLIDATED FINANCIAL INFORMATION
The unaudited proforma consolidated financial information, which comprises the unaudited proforma
consolidated statement of financial position, unaudited proforma consolidated statement of
comprehensive income and unaudited proforma consolidated statement of cash flows, as set out herein
has been prepared for illustrative purposes only to show what the financial position of the Group as at
31 December 2010 and the financial results and cash flows for the financial year ended 31 December
2010 would have been based on certain assumptions and after making certain adjustments as stated
in Notes 2 and 3 of the unaudited proforma consolidated financial information. Save as disclosed in
Notes 2 and 3 of the unaudited proforma consolidated financial information, the Directors of the
Company, for the purpose of preparing this set of proforma consolidated financial information, have not
considered the effects of other events.
The unaudited proforma consolidated financial information for the financial year ended 31 December
2010 has been prepared for inclusion in the Offer Document in connection with the invitation of shares
of Malacca Trust Limited and should be read in conjunction with the audited consolidated financial
statements of the Group for the financial year ended 31 December 2010. The unaudited proforma
consolidated financial information, because of their nature, may not give a true picture of the Group’s
actual financial position, results and cash flows.
B-4
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2010
Unaudited
Audited proforma
consolidated consolidated
statement of Proforma Proforma Proforma statement of
financial adjustment adjustment adjustment financial
position Note 3 (i) Note 3 (ii) Note 3 (iii) position
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
ASSETS
Cash and cash equivalents 176,084,408 (2,391,255) (12,000,000) 44,058,635 205,751,788
through profit or loss 74,574,090 975,059 75,549,149
Trade and other receivables 436,581,342 7,504,499 444,085,841
Prepayments 5,972,548 5,972,548
Plant and equipment 14,629,137 730,956 15,360,093
Investment property — 1,345,980 1,345,980
Available-for-sale financial assets 690,690 388,100 1,078,790
Goodwill 2,223,618 2,223,618
Restricted time deposits 1,760,839 1,700,000 3,460,839
Deferred tax assets 3,209,355 274,373 3,483,728
Other assets 9,910,580 81,633 9,992,213
Total assets 725,636,607 768,304,587
EQUITY AND LIABILITIES

Equity
Share capital 100,647,280 100,647,280
Other reserves (3,825,265) (735,590) (4,560,855)
Accumulated profits 137,262,421 346,258 (12,000,000) 711,588 126,320,267
Equity attributable to
owners of the parent 234,084,436 222,406,692
Non-controlling interests 18,098,440 (2,001,923) 7,440,354 23,536,871
Total equity 252,182,876 245,943,563
Liabilities
Trade and other payables 236,189,298 1,576,997 237,766,295
Estimated own retention claims — 453,998 453,998
Unearned premium services — 655,595 655,595
Bank borrowings 223,231,919 45,154,334 268,386,253
Finance lease payables 293,236 293,236
Current income tax payable 2,441,722 559,585 3,001,307
Provision for employee benefits 11,297,556 506,784 11,804,340
Total liabilities 473,453,731 522,361,024
Total equity and liabilities 725,636,607 768,304,587
B-5
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Unaudited
Audited proforma
comprehensive adjustment adjustment adjustment comprehensive
income Note 3 (i) Note 3 (ii) Note 3 (iii) income
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
Interest income 87,328,436 160,474 87,488,910
Interest expense (21,465,374) (75,257) (21,540,631)
Net interest income 65,863,062 65,948,279
Underwriting income — 2,315,315 2,315,315

Underwriting expenses — (754,836) (754,836)
— 1,560,479
Fee and commission income 104,601,294 104,601,294
debt securities 18,096,548 528,243 18,624,791
Total operating income 188,560,904 190,734,843

Operating expenses (134,345,938) (5,596,884) (139,942,822)
Other income 11,534,669 5,505,843 17,040,512
Other expenses (2,219,279) (2,219,279)
Profit before income tax 63,530,356 65,613,254

Income tax expense (11,244,414) (104,964) (11,349,378)
Profit for the financial year 52,285,942 54,263,876
Other comprehensive income

Fair value changes on
available-for-sale financial assets (4,823,656) (4,823,656)
Foreign currency translation
differences on translation of
non-Indonesian rupiah financial
statements (61,872) (61,872)
Actuarial losses on defined
benefit plan (127,808) (127,808)
Income tax relating to components
of other comprehensive income — —
Total other comprehensive

income for the financial year,
net of tax (5,013,336) (5,013,336)
Total comprehensive income for

the financial year 47,272,606 49,250,540
B-6
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (Continued)
Unaudited
Audited proforma
comprehensive adjustment adjustment adjustment comprehensive
income 2010 Note 3 (i) Note 3 (ii) Note 3 (iii) income 2010
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
Profit attributable to:
Non-controlling interests 11,788,190 (9,940,328) 131,127 1,978,989
52,285,942 54,263,876
Total comprehensive income

attributable to:
Non-controlling interests 11,787,648 (9,940,328) 131,127 1,978,447
47,272,606 49,250,540
B-7
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF CASH FLOWS

Unaudited
Audited proforma
cash flows adjustment adjustment adjustment cash flows
2010 Note 3 (i) Note 3 (ii) Note 3 (iii) 2010
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
Operating activities
Adjustments for:
Depreciation of plant and
equipment 5,985,317 186,440 6,171,757
Decrease in unearned premium
reserves — (591,418) (591,418)
Increase in estimated own
retention claims — 102,212 102,212
Provision for employee benefits 3,585,206 242,630 3,827,836
Gain on liquidation of a subsidiary (30,742) (30,742)
Fair value loss on financial assets
at fair value through profit or
loss — (397,225) (397,225)
Interest income (87,328,436) (160,474) (87,488,910)
Interest expenses 21,465,374 75,257 21,540,631
Gain on disposal of plant and
equipment (341,310) (4,716,551) (5,057,861)
Allowance for impairment of
receivables 2,751,867 544,271 3,296,138
Bad debts written off — 756,301 756,301
Actuarial loss (3,370,554) (3,370,554)
Operating cash flows before

working capital changes 6,247,078 3,649,753
Working capital changes:
Trade and other receivables (82,495,970) 1,306,656 (81,189,314)
Prepayments 4,855 169,140 173,995
Trade and other payables (70,949,265) 559,903 (70,389,362)
Differences arising from
restructuring transactions
between entities under
common control 3,034,991 3,034,991
Cash absorbed by operations (144,158,311) (144,719,937)

Interest paid (21,465,374) (75,257) (21,540,631)
Defined benefits paid (646,358) 297,898 (348,460)
Income tax paid (10,845,881) (65,736) (10,911,617)
Interest received 87,328,436 160,474 87,488,910
Net cash used in operating

activities (89,787,488) (90,031,735)
B-8
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF CASH FLOWS

Unaudited
Audited proforma
cash flows adjustment adjustment adjustment cash flows
2010 Note 3 (i) Note 3 (ii) Note 3 (iii) 2010
Rp’000 Rp’000 Rp’000 Rp’000 Rp’000
Investing activities
Proceeds from financial assets at
fair value through profit or loss 38,645,059 38,645,059
Proceeds from disposal of
plant and equipment 2,031,122 175,000 2,206,122
Addition in available-for-sale
financial assets — (100,000) (100,000)
Proceeds from disposal of
available-for-sale financial assets 46,931,449 46,931,449
Investment in a subsidiary — (62,654,334) (62,654,334)
Acquisition of shares from
non-controlling interests (73,599,541) (2,391,255) (75,990,796)
Purchase of plant and equipment (5,851,586) (715,478) (6,567,064)
Additions of other assets (5,464,288) (5,464,288)
Proceeds from liquidation of
a subsidiary 19,863 19,863
Net cash from/(used in) investing
activities 2,712,078 (62,973,989)
Financing activities
Dividend paid — (12,000,000) (12,000,000)
Proceeds from issuance of shares 6,606,000 6,606,000
Proceeds from issuance of shares
by a subsidiary — 60,423,234 60,423,234
Proceeds from issuance of shares
to non-controlling interest 11,297,289 11,297,289
Proceeds from bank borrowings 616,966,996 45,154,334 662,121,330
Repayments of bank borrowings (493,195,603) (493,195,603)
Payments of finance lease liabilities (67,264) (67,264)
Restricted time deposits (272,367) (272,367)
Net cash from financing activities 141,335,051 234,912,619
Net change in cash and cash

equivalents 54,259,641 81,906,895
Cash and cash equivalents at
beginning of financial year 121,886,639 2,020,126 123,906,765
Effect of foreign exchange rate
changes in cash and cash
equivalents (61,872) (61,872)
Cash and cash equivalents
at end of financial year 176,084,408 205,751,788
B-9
NOTES TO UNAUDITED PROFORMA CONSOLIDATED FINANCIAL INFORMATION

1. Corporate information
The Company was incorporated in Singapore on 29 May 2007 under the Singapore Companies
Act, Cap. 50 (the “Act”) as an exempt private limited company. On 1 February 2011, the Company
changed its name to Malacca Trust Pte. Ltd.. In connection with its conversion into a public
company limited by shares, the Company changed its name to Malacca Trust Limited on 12 July
2011.
The address of the Company’s registered office and principal place of business is at No. 1 Scotts
Road #20-02 Shaw Centre Singapore 228208. The Company’s registration number is
200709443M.
The principal activity of the Company is that of investment holding.
The principal activities of the subsidiaries are set out in Note 1.2 to the audited consolidated
financial statements of the Group.
2. Significant events
Save for the following significant events relating to the acquisition of the remaining shares in PT
Batavia Prosperindo Finance Tbk (“BPF”), distribution of interim dividend for financial year ending
31 December 2011 and subscribed for the enlarged paid-up share capital of PT Asuransi
Wuwungan (“Wuwungan”) by PT Batavia Prosperindo Internasional (“BPI”) and BPF (the
“Significant Events”), the Directors of the Company, as at the date of this report, are not aware of
any significant acquisitions/disposals of assets which have occurred since 31 December 2010
and any significant changes made to the capital structure of the Company subsequent to 31
December 2010:
– Acquired additional equity interest in BPF from the public through tender offer for the shares
of BPF which BPI does not own, assuming that the acquisition had occurred on 1 January
2010.
– On 28 April 2011, the Company declared an interim dividend of Rp12,000,000,000 for the
financial year ending 31 December 2011 to the shareholders of the Company. The interim
dividend was paid in July 2011.
– Pursuant to the Share Subscription Agreement, BPI and BPF subscribed for approximately
429,232,336 shares and 175,000,000 shares or approximately 61.32% and 25.00% of the
enlarged paid-up share capital of Wuwungan respectively. The total consideration for the
Share Subscription Agreement is approximately Rp60,423,234,000 and it is funded through
a combination of internal funds and bank borrowings of BPF and BPI respectively.
Alexander Wuwungan for a consideration of approximately Rp2,231,100,000. As a result,
BPI and BPF will collectively hold approximately 89.51% of the enlarged paid-up share
capital of Wuwungan upon the completion of the Share Subscription Agreement and the
Share Purchase Agreement. It is assumed that the completion of the Share Subscription
Agreement and the Share Purchase Agreement had occurred on 31 December 2010.
B-10

3. Basis of preparation of the unaudited proforma consolidated financial information
The Group in this unaudited proforma consolidated financial information relates to the companies
referred to in the entities within Malacca Trust Limited and its subsidiaries (the “Group”).
The unaudited proforma consolidated financial information have been prepared based on the
following:
– audited consolidated financial statements of the Group for the financial year ended 31
December 2010 prepared in accordance with Singapore Financial Reporting Standards by
the Directors of the Company and audited by BDO LLP, in accordance with Singapore
Standards on Auditing. The auditors’ report on these financial statements was not qualified.
– audited financial statements of Wuwungan for the financial year ended 31 December 2010
prepared in accordance with International Financial Reporting Standards by the Directors of
Wuwungan and audited by Tanubrata Sutanto Fahmi & Rekan, a member firm of BDO
International Limited, in accordance with International Standards on Auditing. The auditors’
report on these financial statements was not qualified.
The unaudited proforma consolidated financial information for the financial year ended 31
December 2010 is prepared for illustrative purposes only. These are prepared based on certain
assumptions and after making certain adjustments to show what:
– the financial position of the Group as at 31 December 2010 would have been if the
Significant Events had occurred on that date; and
– the financial results and cash flows of the Group for the financial year ended 31 December
2010 would have been if the Significant Events discussed above had occurred on 1 January
2010.
Based on the assumptions discussed above, the following material adjustments have been made
to the consolidated financial statements of the Group in arriving at the unaudited proforma
consolidated financial information included herein:
(i) being adjustments to effect the acquisition of additional equity interest in BPF by BPI,
assuming that the acquisition had been completed on 1 January 2010. In September 2010,
pursuant to a share sale and purchase agreement between PT Batavia Prosperindo
Sekuritas (“BPS”) and BPI, BPS sold approximately 550.0 million shares (or 54.99% of the
paid-up share capital of BPF) it held in BPF to BPI. As a result of the sale and purchase of
shares in BPF shares, BPI was obliged to conduct a tender offer for the remaining shares
in BPF, whereby BPI acquired approximately 386.7 million shares in BPF from the public.
This public tender cash offer was completed in December 2010. Through the tender offer,
BPI’s shareholding in BPF increased from 54.99% to 93.66%. In February 2011, BPI’s
shareholding in BPF further increased to 95.0%.
(ii) inclusion of proforma financial information for the financial year ended 31 December 2010,
assuming that the Company distributed an interim dividend of Rp824.4 per ordinary share
for an amount of Rp12,000,000,000 which declared on 28 April 2011 and paid in July 2011.
B-11

3. Basis of preparation of the unaudited proforma consolidated financial information

(Continued)
(iii) inclusion of audited financial statements of Wuwungan for the financial year ended 31
December 2010, assuming that the acquisition of Wuwungan had occurred on 1 January
2010.
In addition to the inclusion of the financial position, results and the impact of acquisition of
Wuwungan in statement of cash flows, the following proforma adjustments have been made
in this unaudited proforma consolidated financial information:
(a) Adjustment on cash and cash equivalents due to BPF subscribed for approximately
175,000,000 shares or approximately 25.00% of the enlarged paid-up share capital of
Wuwungan for consideration of Rp17,500,000,000 which is funded from internal funds.
(b) Adjustment on bank borrowings due to BPI subscribed for approximately 429,232,336
shares or approximately 61.32% of the enlarged paid-up share capital of Wuwungan
and purchased of 22,311,000 shares, or approximately 3.19% of the enlarged paid-up
share capital of Wuwungan from Rudy Alexander Wuwungan for a total consideration
of approximately Rp45,154,334,000.
The above are funded by bank borrowing.
(c) Assumption that the bank borrowing bears an interest rate of 1% per annum and will
be repaid from the proceeds from the initial public offering by the Company which is 2
months after obtaining bank borrowings.
(d) Adjustments on distribution of dividends to existing shareholders of Wuwungan by

issuance of new shares amounting to approximately Rp772,766,000 and increase
share capital of Wuwungan, assuming this had occurred on 31 December 2010.
The unaudited proforma consolidated financial information, because of their nature, is not
necessarily indicative of the results of the operations, cash flows or the related effects on the
financial position that would have been attained had the Significant Events actually occurred
earlier. Save as disclosed in the Explanatory Notes, the Directors of the Company, for the
purposes of preparing this set of unaudited proforma consolidated financial information, have not
considered the effects of the other events.
B-12
APPENDIX C
GOVERNMENT REGULATIONS
(a) General Indonesian Company Law
Incorporation of companies in Indonesia
Under Indonesian company law, Law No. 40 of 2007 (“Indonesian Company Law”), a limited
liability company in Indonesia is required to have at least two (2) shareholders. In a situation
where 100% of the outstanding issued shares are being held by only one (1) person, shares must
be sold to another party within six (6) months, failing which the sole shareholder shall be held
personally liable for any liabilities incurred by the company.
The Indonesian Company Law provides that each limited liability company must have a minimum
authorised capital of IDR 50,000,000, unless specific laws and regulations governing certain
types of business activities require the company to have a different minimum authorised capital.
The amendments to the articles of association of a company shall be made by way of a notarial
deed in Bahasa Indonesia. Any amendment to the name and domicile of the company, the
objective and purpose, the time of inception, the amount of the authorised capital, the decrease
of paid-up and/or issued share capital or the change of status of a company from a private
company into an open/public company or the change of status of a company from an open/public
company to a private company requires the approval of the Minister of Law and Human Rights
(“MOL”) before such amendments become effective. Any amendments to the articles of
association of a company other than those specified in this paragraph will be effective upon
reporting the said amendments to the MOL.
Under Indonesian law, pursuant to Law No. 3 of 1982 on Mandatory Company Registration, every
company in Indonesia (including, inter alia, its branch office, auxiliary branch office, subsidiary,
agency, and its representative office) is required to be registered with the Company Registry of the
Ministry of Trade. The registration must be conducted within three (3) months after the
commencement of its business. The registration is valid for a period of five (5) years and must be
renewed within three (3) months of the expiry of the registration. Any subsequent amendments to
the articles of association must be reported to the office of the Company Registry of the Ministry
of Trade pursuant to Law No. 3 of 1982.
In the event the business registration is not renewed on expiry, the board of directors of such
company shall, inter alia, be held liable and shall be subject to three (3) months imprisonment or
a maximum fine of IDR 3,000,000.
Foreign Investment in Indonesia
Foreign investment in Indonesia is governed by the Foreign Capital Investment Law, Law No. 25
of 2007 (the “Capital Investment Law”).
Pursuant to the laws relating to foreign investment, a foreign investor (either a foreign entity or a
foreign individual) can only invest and operate its business in Indonesia through an Indonesian-
incorporated limited liability company (Perusahaan Penanaman Modal Asing — Foreign
Investment Company) (a “PMA Company”, or collectively, “PMA Companies”), either by way of
establishing a new PMA Company or by conducting an acquisition. Accordingly, as a limited
liability company, a PMA Company also has to comply with Indonesian Company Law. Pursuant
to the Indonesian laws, BPI is a voluntary joint venture PMA Company.
C-1
Each PMA Company has to obtain a permit from the Capital Investment Coordinating Board
(Badan Koordinasi Penanaman Modal— “BKPM”).
Under the Capital Investment Law, BKPM is a one-stop government agency with the general
responsibility for formulating policies relating to foreign and domestic investments, dealing with
applications for foreign and domestic investment and monitoring the business of existing PMA
Companies and domestic investment companies (Penanaman Modal Dalam Negeri) (“Domestic
Investment Companies”).
PMA Companies are not allowed to operate in certain areas of businesses. The President of
Indonesia issues a decree (the Negative Investment List/Daftar Negatif Investasi — the “DNI”)
from time to time setting out sectors open for foreign investment, and sectors prohibited from
foreign investment or open to foreign investment with certain maximum foreign shareholding
restrictions. The current DNI is set out in the Presidential Regulation No.36/2010 as amended by
the Presidential Decree No.111/2007.
The Indonesian government is prohibited from nationalising or expropriating the foreign investor’s
shares in a company incorporated in Indonesia unless expressly allowed by Indonesian laws. In
such an event, the Indonesian government will be required to compensate the foreign investor for
its shares in the company at fair market value.
Registration of certain resolutions
Under Indonesian Company law, all shareholders’ resolutions in respect of any amendments to
the articles of association of a company will be registered in the Company Registry maintained by
the MOL on the following relevant dates (i) the date of MOL’s approval of the establishment of the
company; (ii) the date of MOL’s approval of the amendments to the articles of association of the
company; (iii) the date of MOL’s acceptance of the amendments of the articles of association of
the company which do not require the MOL’s approval; or (iv) the date of the MOL’s acceptance
of any amendments to the company’s information (such as, inter alia, the change of shareholders
composition, the change of composition of a company’s board of directors and/or board of
commissioners or the dilution of shareholding).
Employment laws in Indonesia
Article 108 of Law No. 13/2003, dated 25 March 2003, requires a company with ten (10) or more
employees to set out its employment policies and benefits in its company regulations (the
“Company Regulations”) and obtain the approval of the Minister of Manpower or that of other
authorised officials of its Company Regulations. The Company Regulations will be valid for a
period of two (2) years and must be renewed upon expiry. Failure to do so may cause the
company to be subject to a penalty of IDR 5,000,000 to IDR 50,000,000.
Under Law No. 7 of 1981 on the Manpower Compulsory Report, an Indonesian company is
required to submit annual manpower reports to the Ministry of Manpower or an authorised official.
The report shall include details of the relevant company, its line of business, shareholders and
management and information concerning employment such as working hours, usage of certain
equipment and materials, waste production, salaries/income of the employees, social security and
estimated staff strength in the future. The report is to be made at the time of the company’s
establishment and thereafter on an annual basis. In the event that the company fails to submit
such a report, the board of directors of the company may be subject to three (3) months’
imprisonment or a maximum fine of IDR 1,000,000.
Government Regulation No. 14/1993 on The Implementation of a Manpower Social Security

Program, which stipulates that a company which employs ten (10) employees or more or whose
employee salaries exceed IDR 1,000,000 per month is required to participate in Jamsostek.
C-2
Based on Law No. 3/1992 on the Manpower Social Security Program, Jamsostek is a protection
scheme for employees under which employees receive compensation in cash or remuneration for
a portion of income which results from a loss or decrease of income in the event of work accidents,
illnesses, pregnancies, child birth, old age and death. The Jamsostek scheme also covers the
family of an employee with respect to maintenance of health (illness) security. The employer
makes contributions for death and illness caused by work accidents, while the employer and the
employee jointly make contributions for old age savings.
Jamsostek includes compulsory programs for occupational accident insurance, life insurance and
retirement benefits. Employers are responsible for the entire amount of contributions to the
occupational accident insurance and life insurance programs. Contributions for accident
insurance range from a rate of 0.24% to 1.74% of an employee’s wage, depending on the
employer’s type of business. The contribution for life insurance is at a rate of 0.3% of the
employee’s wage. The contribution for retirement benefits is at a rate of 5.7% of the employee’s
wages, of which 3.7% and 2.0% are borne by the employer and employee respectively, and are
collected by the employer through payroll deductions. Jamsostek also includes a health care
benefits program. The contribution is at a rate of 6.0% for an employee who is married and 3.0%
for an employee who is not married. An employer who provides company health insurance to its
employees that offers more comprehensive coverage than Jamsostek can elect to not participate
in Jamsostek’s health care program.
Under Indonesian laws, companies are required to hold work permits before employing
foreigners. The contravention of such laws may result in the imposition of sanctions including
imprisonment for a term of between one (1) to four (4) years and a penalty of between
IDR 100,000,000 to IDR 400,000,000.
In addition to the above, the company shall also be required to comply with the minimum income
designated by the Indonesian government. This is known as the minimum wage policy. The
minimum wage policy varies in each province and is governed by the relevant regulations of such
province.
Trademark Laws in Indonesia
Under Law No.15 of 2001 regarding Trademarks, the rightful owner of a trademark “acting in good
faith” may apply for the registration of its trademark. The ownership of a trademark could be
vested in a legal entity or an individual. Indonesian nationals as well as foreigners may apply to
register a trademark in Indonesia.
The validity of the trademark registration is ten (10) years commencing from the date of
acceptance of the complete trademark registration application and may be extended for a further
period of ten (10) years. The registered owner or his/her proxy is required to submit an application
for such an extension in writing at least 12 months prior to the expiry date of the registered
trademark.
(b) Overview of Indonesian regulatory requirements for consumer financing of pre-owned

passenger cars and commercial vehicles
An entity (a “Financing Company”) wishing to conduct business in leasing, factoring, provision

of credit card services and provision of consumer financing services in Indonesia, and which has
receivables from such financing activities amounting to at least 40% of its total assets, is
specifically regulated under the Regulation of Minister of Finance No. 84/PMK.012/2006
regarding financing companies (“Regulation No. 84/2006”). Pursuant to Regulation No. 84/2006,
such a Financing Company shall be established as a limited liability company (Perseroan
Terbatas/PT) or cooperative, and may be established by (i) Indonesian citizen(s) and/or
Indonesian legal entity(ies); or (ii) foreign legal entity(ies) together with either Indonesian
citizen(s) and/or Indonesian legal entity(ies).
C-3
Licensing requirements
An entity wishing to conduct business as a Financing Company shall obtain a business license
from the Minister of Finance of Indonesia as a Financing Company, and shall set out the financing
activities it undertakes in conducting its business as a Financing Company in its articles of
association.
In order for an entity to obtain a business license as a Financing Company, such entity must file
an application to the Minister of Finance of Indonesia in a specified form, and provide the following
documents in its application:
(i) The deed of establishment of such entity which includes its articles of association approved
by an authorised government agency. The deed of establishment should include details such
as the name and business location of the entity, the business activity of the entity, the capital
of such entity, details on the shareholding of such entity, and the power, responsibilities, term
of office of the board of directors and board of commissioners or manager and supervisor of
such entity;
(ii) Information in relation to the board of directors and board of commissioners or manager and
supervisor of such entity;
(iii) Information in relation to the shareholders or members of such entity;
(iv) Information in relation to the systems and procedures in place, the organisation structure
and the personnel of such entity;
(v) A copy of a payment receipt of subscribed capital of the entity in the form of a time deposit
issued by a commercial bank in Indonesia and legalised by a recipient bank in Indonesia
which is effective during the application process for business licence to conduct business as
a Financing Company;
(vi) Such entity’s work plan for the first two (2) years subsequent to obtaining the business
licence to conduct its business as a Financing Company;
(vii) Evidence of the entity’s operational readiness;
(viii) If applicable, a joint venture agreement between a foreign legal entity(ies) and either
Indonesian citizen(s) and/or Indonesian legal entity(ies); and
(ix) The entity’s Know Your Customer guidelines (Pedoman Pelaksanaan penerapan prinsip
mengenal Nasabah/P4MN).
Approval or rejection of such application will be granted within 60 days after a complete
application has been received, and the business licence will become effective on the date on its
promulgation and valid to the extent that the Financing Company carries on its business.
After an entity has obtained a business licence to conduct its business as a Financing Company,
such entity shall begin its business activities as a Financing Company within 60 days of the date
of enactment of its business license, and report its business activity to the Minister of Finance of
Indonesia within ten (10) days of commencement of its business activities. If an entity which has
obtained a business licence to conduct its business as a Financing Company does not begin its
business activities as a Financing Company within 60 days of the date of enactment of its
business licence, the Minister of Finance of Indonesia will terminate such business licence.
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Capital requirements
An entity which is a limited liability company or a joint venture company intending to apply for a
business license to conduct its business as a Financing Company shall have minimum subscribed
capital of IDR 100,000,000,000.
An entity which is a cooperative (defined as a business entity comprising of a person or a

cooperative legal entity which has as its object the promotion of the economic interests of its
members in accordance with co-operative principles) shall have minimum aggregate primary
savings and compulsory savings of IDR 50,000,000,000.
Share ownership requirements of a Financing Company
In the case where a Financing Company is established by foreign legal entity(ies) together with
either Indonesian citizen(s) and/or Indonesian legal entity(ies), the foreign legal entity(ies) may
hold up to a maximum of 85% of the Financing Company’s paid-up capital.
In the case where a Financing Company is established by a corporate shareholder, such

corporate shareholder may hold up to a maximum of 50% of the Financing Company’s net worth.
However, if such corporate shareholder has previously participated in another Financing
Company, such corporate shareholder may hold up to a maximum of 50% of the Financing
Company’s net worth less such previous participation in such other Financing Company.
The net worth of a corporate shareholder which is a limited liability company (Perseroan
Terbatas/PT) is obtained by totalling the paid-up capital, share premium, reserves and profit/loss
balance. The net worth of a corporate shareholder which is a cooperative is obtained by totalling
the primary savings, compulsory savings, reserves fund and grant. The net worth of a corporate
shareholder which is a foundation is obtained by totalling its net assets, consisting of the
permanently restricted net assets, temporarily restricted net assets and unrestricted net assets.
This provision is not applicable for pension funds.
Further, a Financing Company is obliged to have net worth of at least 50% of its paid-up capital.
If a Financing Company does not meet such requirement, shareholders are obliged to inject
capital into the Financing Company to meet such requirement.
Management requirements
Each director, commissioner and head of branch office of a Financing Company must fulfill fit and
proper requirements of Bapepam, which is the Capital Market and Financial Institution
Supervisory Agency of the Ministry of Finance.
A shareholder, director, commissioner or manager and supervisor of a Financing Company shall:
(i) Not be listed as a debtor in the Bank of Indonesia’s list of non-performing loans;
(ii) Not be listed in the list of disqualified borrowers of the Bank of Indonesia;
(iii) Not have a criminal record or have been convicted of any criminal offence;
(iv) Not fund its purchase shares of the Financing Company from any third party loans and/or
money laundering activities; and
(v) Not have been declared bankrupt or have been held by a court to be guilty of conduct which
has caused the bankruptcy or liquidation of a corporation.
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At least one (1) director or one (1) member of the Financing Company’s management must have
at least two (2) years of operational experience in a Financing Company or in the banking sector.
All directors of a Financing Company have to be resident in Indonesia and are prohibited from
being a director of another Financing Company. Commissioners of a Financing Company are
prohibited from being a commissioner in more than three (3) Financing Companies at a time.
Establishment and closing of branch office
In order for an entity to obtain a business licence from the Minister of Finance of Indonesia to
conduct business activities as a Financing Company, such entity must establish a branch office,
with an equity of at least 50% of its subscribed capital (based on its latest monthly financial
report). If such branch office does not begin conducting its business activities within 60 days of the
date of enactment of its business licence, the Minister of Finance of Indonesia will revoke such
entity’s licence to establish a branch office.
A branch office may only be closed with the approval of the Minister of Finance of Indonesia. An
application to close a branch office shall be proposed at least ten (10) days prior to the date of
such proposed closure, and the report of the closure of such office shall be delivered to the
Minister of Finance of Indonesia within ten (10) days from the date of such closure.
Loans and participation
A Financing Company may obtain loans from banks and/or other business entities. Such loans
must be in the form of a written loan agreement, containing the following provisions:
(i) The Financing Company must have been appraised by an independent institution, and such
appraisal must be in relation to:
(A) The Financing Company’s background and financial situation;
(B) The ability of the Financing Company to perform its short term and/or long term
obligation(s);
(C) Risk management procedures of the Financing Company; and
(D) The Financing Company’s profitability;
(ii) If the loan is obtained from a non-bank entity, the amount of the loan must be at least
IDR 1,000,000,000 for each creditor, and must be for a minimum period of one (1) year;
(iii) The maximum gearing ratio for the loan against the sum of the Financing Company’s net
worth and subordination loan minus the participation is 10:1. In this regard, the quantum of
the subordination loan can be a maximum of 50% of the paid-up capital. In this context, a
subordination loan is a loan which has been obtained by the Financing Company which (A)
has a minimum period of five (5) years; (B) in the event of liquidation of the Financing
Company, the creditor’s claim on the loaned amount shall only rank after all other existing
loans; and (C) such terms are set out in the written agreement between the Financing
Company and its creditor. A Financing Company should report any subordination loan
obtained to the Ministry of Finance of Indonesia within ten (10) days after obtaining such
loan.
In carrying on its business as a Financing Company, an entity may cooperate with a commercial
bank to provide channelling financing or joint financing. In channelling financing, the commercial
bank provides the funds to be lent to the debtor (the customer). The Financing Company would
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act as an agent for the commercial bank in procuring customers for a fee. However, the
commercial bank would usually bear the credit risk unless the agreement between the commercial
bank and the Financing Company states otherwise.
In joint financing, both a commercial bank and a Financing Company jointly provide funds to the
debtor (the customer). The joint financing agreement would determine which party bears the
credit risk in such a transaction.
A Financing Company is only allowed to invest in the shares of a company which is in the finance
sector in Indonesia. Such Financing Company may not purchase more than 25% of the paid-up
capital of the investee company, and the total amount of investment must not be higher than 40%
of the Financing Company’s net worth.
Restrictions on Financing Companies
A Financing Company is prohibited from:
(i) conducting banking activities in order to raise funds directly from the public;
(ii) issuing promissory notes, unless as security for loans to a creditor bank; and
(iii) granting guarantees in any form to another party.
Reporting requirements
A Financing Company is required to submit the following reports to the Minister of Finance of
Indonesia and the Bank of Indonesia:
(i) its monthly financial report;
(ii) its semester business activities report twice a year; and
(iii) its annual financial report audited by a public accountant.
Further, a Financing Company is obliged to make a report to the Minister of Finance of Indonesia
upon the occurrence of any of the following events:
(i) Any change of the Financing Company’s name, within 15 days of such change being
effected;
(ii) Any change of the Financing Company’s main office or branch office address, within 15 days
of such change being effected together with proof of possession of the new office space;
(iii) Any change of the Financing Company’s business activities causing such Financing
Company to no longer carry out business activities of a Financing Company, within 15 days
of the amendments to the articles of association of such Financing Company being
approved by an authorised institution; and
(iv) Any amendments being made to its articles of association, if there is any change in the
shareholding of the Financing Company, if there is any change in the composition of the
board of directors and/or board of commissioners or manager and supervisor, within 15 days
of such amendment or change being approved or registered by an authorised institution.
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Sanctions
A Financing Company which does not comply with the regulations stipulated in Regulation No.
84/2006 shall be liable to sanctions by the Minister of Finance of Indonesia. Such sanctions may
be in form of a written warning, the freezing of business activities of the Financing Company and
revocation of business licence of the Financing Company.
Revocation of business license
The Minister of Finance of Indonesia may revoke a Financing Company’s business licence upon
the occurrence of any of the following events:
(i) if the Financing Company is dissolved;
(ii) if the Financing Company has been charged with a revocation sanction due to the Financing
Company’s violation of Regulation No. 84/2006;
(iii) if the Financing Company is no longer a Financing Company;
(iv) if the Financing Company is merged or consolidated with another entity; or
(v) if the Financing Company has obtained a business licence to conduct its business as a
Financing Company but has not begun its business activities as a Financing Company within
60 days of the date of enactment of its business licence.
Public Listed Company: Reporting and Disclosure Obligations
Based on the Decree of Board of Directors of Indonesia Stock Exchange No. Kep-306/BEJ/07-
2004 regarding Regulation No. I-E of The Obligation of Information Submission, in order to create
good order, and to ensure proper and efficient securities trading, the IDX may temporarily halt the
trading over any securities in all markets or in a certain market, for a specified period of time. The
temporary halt under this regulation is not considered to be a sanction against the listed company.
During such temporary trading halt the listed company shall deliver to the IDX periodic reports,
incidental reports, and performance reports.
The periodic reports and/or incidental reports shall be delivered by the listed company to the IDX
simultaneously with delivery of such information to public. A periodic report is divided into:
(i) Financial Report:
(A) Annual Financial Report;
(B) Interim Financial Report;
(ii) Annual Report; and
(iii) Other periodic reports.
A listed company shall annually release a report in relation to the performance of the listed
company in the past year for the information of its shareholders. Such reports must be released
at least once a year, and can be performed on the same day as the general meeting of
Shareholders (“RUPS”). These reports shall be delivered in Bahasa Indonesia. In the event the
report is drafted in language other than Bahasa Indonesia, the listed company is still obliged to
draft and submit a translated version of the report in Bahasa Indonesia. In the event of any
inconsistency in relation to the data and/or information and/or interpretation, the Bahasa
Indonesia version shall prevail. This obligation shall remain in effect even if such listed company
is subject to a suspension sanction.
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Public Listed Company: Sanctions
Based on the Decree of Board of Directors of Indonesia Stock Exchange No. Kep-307/BEJ/07-
2004 regarding Regulation No. I-H of The Sanctions, the following sanctions may be imposed
against the listed company:
(i) First written warning;
(ii) Second written warning;
(iii) Third written warning;
(iv) A penalty of a maximum of IDR 500,000,000.00; and
(v) Temporary suspension of trading of the securities of the listed company on the IDX.
The abovementioned sanctions may not be imposed in the above order, and may be imposed
simultaneously. If the financial report is not delivered to the IDX in the prescribed time, the
following sanctions shall be imposed on the listed company:
(i) First written warning, until 30 calendar days since the time of delivery of such warning;
(ii) Second written warning and a penalty of IDR 50,000,000.00, for the 60-day period from the
expiry of the period set out in sub-paragraph (i) above;
(iii) Third written warning and a penalty of IDR 150,000,000.00, for the 90-day period from the
expiry of the period set out in sub-paragraph (ii) above;
(iv) Temporary suspension of trading of the securities of the listed company upon expiry of the
period set out in sub-paragraph (iii) above and if the listed company does not pay the
penalties as set out in sub-paragraphs (ii) and (iii) above.
Temporary suspension of trading of the securities of the listed company shall only be lifted when
the listed company has delivered the financial report and paid any applicable penalty amounts.
The IDX may publish through the mass media any sanctions imposed on the listed company. A
listed company may write to Bapepam to object to temporary suspension of trading of the
securities of the listed company.
(c) Overview of Indonesian regulatory requirements for provision of asset management

services
An asset management company under the capital market laws in Indonesia undertakes business
activities of a securities company (a “Securities Company”). A Securities Company is a company
which undertakes business activities such as underwriting, brokerage and/or investment
management.
A party wishing to conduct business activities as an investment management company (an

“Investment Management Company”) shall establish a limited liability company which holds a
business licence of Investment Management Company issued pursuant to the decision of the
Chairman of Bapepam No. Kep-479/BL/2009 dated 31 December 2009 in relation to Rule No.
V.A.3 for licensing of Securities Companies (“Rule V.A.3”). An Investment Management Company
may conduct business activities in, inter alia, fund management and other activities as prescribed
by the provisions determined by Bapepam.
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Establishment of the entity
The minimum paid-up capital requirements for an Investment Management Company in

Indonesia as set out in Minister of Finance Regulation No. 153/PMK.010/2010 on the Ownership
of Shares and the Capital of Securities Company (“MFR 153/2010”) shall be IDR 25 billion.
An Investment Management Company which has obtained an Investment Management Company

business licence from Bapepam before the enactment of MFR 153/2010 shall fulfil the
requirements as stipulated in MFR 153/2010 as follows:
(a) such Investment Management Company shall have a minimum paid-up share capital of IDR
10 billion no later than 31 December 2010;
(b) such Investment Management Company shall have a minimum paid-up share capital of IDR
20 billion no later than 31 December 2011; and
(c) such Investment Management Company shall have a minimum paid-up share capital of IDR
25 billion no later than 31 December 2012,
and, the Minister of Finance of Indonesia or Bapepam may prescribe different paid-up capital
requirements or net adjusted working capital requirements from time to time.
As of 28 December 2010, Bapepam, through the decision of the Chairman of Bapepam No.
Kep-550/BL/2010 dated 28 December 2010 in relation to Rule V.D.5 on maintenance and
reporting of net adjusted working capital (“Rule V.D.5”), has prescribed that Investment
Management Companies are to have a minimum net adjusted working capital of
IDR 200,000,000.00 plus 0.1% of the total value of the managed funds. If an Investment
Management Company does not satisfy the minimum net adjusted working capital prescribed
pursuant to Rule V.D.5, such Investment Management Company shall, on the following day,
submit to Bapepam a plan including the schedule, method and manner of increasing capital, and
submit minimum net adjusted working capital report and the execution of such plan to Bapepam
every workday not later than 8:30 a.m. (Indonesian Western time (GMT +07:00)). In the period of
30 working days from the delivery of such settlement plan, the securities company shall ensure
its minimum net adjusted working capital value meets the required minimum value.
Share ownership requirements
An Investment Management Company may not be controlled, either directly or indirectly, by a

person who:
(i) has been convicted for indecent conduct and/or financial crime(s); or
(ii) is considered not to be of good integrity or high moral standards, as prescribed in Article 35
paragraph (1) of GR 45/1995.
A person who controls an Investment Management Company or a controlling shareholder of an

Investment Management Company shall satisfy the following requirements:
(i) be considered of good integrity, by satisfying the following requirements:
(A) such person has never been convicted of indecent conduct and/or financial crime(s);
(B) such person is considered to be of good character and to have high moral standards;
(C) such person is able to commit to comply with the prevailing rules and regulations; and
(D) such person has a high level of commitment to ensure the sound operation of the
Investment Management Company; and
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(ii) is considered to be financially sound, by satisfying the following requirements:
(A) such person is able to satisfy his financial commitments;
(B) such person has never declared or been declared bankrupt; and
(C) such person has never been a member of the board of directors or the board of
commissioners of a company, such board proven guilty to have caused such company
to be declared insolvent.
Any shareholder who holds 20% or more of the shares in a publically listed Investment
Management Company also has to fulfil the requirements set out above.
In addition, an Investment Management Company, which is a shareholder of the IDX, and its
affiliates (as defined Article 1, paragraph 1 of Indonesian Capital Market Law (Law No. 8 Year
1995)), are each prohibited from:
(i) owning (whether directly or indirectly) 20% of the shares carrying voting rights in another
Securities Company which is also a shareholder of the IDX;
(ii) holding a position as a member of board of directors or board of commissioners in another

Securities Company which is also a shareholder of the IDX; or
(iii) having control (whether direct or indirect) of the management and/or policies of another
Securities Company which is also a shareholder of the IDX.
As none of the Group Companies are shareholders of the IDX, none of the above conditions apply
to the Group.
Based on MFR 153/2010, a maximum of 85% of the shares in the paid-up capital of a foreign joint
venture Investment Management Company may be owned by a foreign legal entity which has
business activities in the financial sector (other than an entity with business activities in the
securities sector). Further, a foreign legal entity which has business activities in the securities
sector and which has a licence or is under the supervision of a capital markets regulator in its
country of origin may hold a maximum of 99% of the paid-up capital of a foreign joint venture
Investment Management Company.
Moreover, a share of foreign joint venture Investment Management Company can be owned by a
foreign legal entity which conducts business in the securities sector and having licence or under
the supervision of capital market regulator in their origin country for maximum 99% from total
paid-up capital in company. In the event of an initial public offering by either a local Investment
Management Company or a foreign joint venture Investment Management Company, such
restrictions no longer apply, i.e. the shares of such Investment Management Company may be
owned entirely by either local or foreign investors.
An Investment Management Company must have at least two (2) directors and two (2)
commissioners on its Board of Directors and Board of Commissioners respectively.
Each director and commissioner of the Investment Management Company shall satisfy the
following requirements:
(i) requirements in relation to integrity, as follows:
(A) each director and commissioner must be an individual capable of undertaking legal
action;
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(B) each director and commissioner has never declared or been declared bankrupt, or has
never been a member of the board of directors or the board of commissioners of a
company, such board proven guilty to have caused such company to be declared
insolvent;
(C) each director and commissioner has never been convicted for indecent conduct and/or
financial crime(s);
(D) each director and commissioner is considered to be of good character and to have high
moral standards;
(E) each director and commissioner is able to commit to comply with the prevailing rules
and regulations;
(F) each director and commissioner has a high level of commitment to ensure the sound
operation of the Investment Management Company;
(G) each director and commissioner has never been a manager or supervisor of a
company that has been declared to be insolvent, except if it can be proven that:
(1) such insolvency did not occur due to the fault or negligence of such director or
commissioner; (2) such director or commissioner has performed its management role
in good faith, with prudence and has satisfied the responsibility owed to the Investment
Management Company and has acted in accordance with the goals and objectives of
the Investment Management Company; (3) such director or commissioner does not
have a conflict of interest (directly or indirectly) against the management; and (4) such
director or commissioner has taken actions to prevent the company’s insolvency; and
(H) each director and commissioner has never been a manager or supervisor of a
company that has been declared to be insolvent, if such director or commissioner is
deemed responsible for the insolvency of the company; and
(ii) requirements in relation to competency and expertise in capital market requirements, as

follows:
(A) each commissioner must have sufficient expertise in capital markets, relevant to his
position in the Investment Management Company;
(B) each commissioner must have at least two (2) years’ experience in a company
conducting business activities in capital markets and/or the financial sector;
(C) each director must have sufficient knowledge in capital markets, relevant to his position
in the Investment Management Company, and have hold at least a diploma degree;
and
(D) each director must have sufficient expertise and experience in capital markets and/or
the financial sector for at least three (3) years at managerial level in companies
conducting business activities in capital markets and/or the financial sector, relevant to
the management of customer funds.
Further, all members of the board of directors of an Investment Management Company shall each
hold a licence as a representative of such Investment Management Company (“Investment
Management Company Representative”) and at least one (1) member of the board of directors
must hold a licence as an Investment Management Company Representative.
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Members of the board of directors of an Investment Management Company have to be domiciled
in Indonesia, and are prohibited from holding similar positions in other companies, except as the
commissioner of a stock exchange (e.g. the IDX), a clearing and guarantee institution (KPEI) or
a custodian and settlement institution (“KSEI”).
A member of the board of commissioners of an Investment Management Company is prohibited

from holding a position as commissioner of another Securities Company at the same time.
Application process for an Investment Management Company business licence
An application for a business licence to conduct business as an Investment Management

Company has to be submitted to Bapepam, with supporting documents as required by Bapepam.
Revocation of business licence
An Investment Management Company’s business licence may be revoked by Bapepam upon the
occurrence of any of the following events:
(i) if the Investment Management Company returns its business licence to Bapepam;
(ii) if the Investment Management Company violates any prevailing capital markets rules and
regulations in Indonesia;
(iii) if the Investment Management Company is liquidated;
(iv) if the Investment Management Company does not conduct business activities as an
Investment Management Company, and:
(A) the Investment Management Company’s does not have a physical office space from
which it conducts its business activities;
(B) the Investment Management Company has a physical office space, however, in the
preceding two (2) year period, the Investment Management Company does not
conduct business activities as an Investment Management Company; and/or
(C) the Investment Management Company has no employees;
(v) if the Investment Management Company cannot comply with any prevailing rule and fails to
rectify such deficiency after being given reasonable opportunity and after a reasonable
period of time has passed; or
(vi) if the Investment Management Company has been proven to have committed a criminal
offence as defined in Law Number 8 of 1995 regarding criminal laws under Capital Markets
Laws in Indonesia.
If the Investment Management Company is listed on the IDX and such Investment Management
Company is in the process of returning its business licence or its business licence is in the process
of being revoked by Bapepam:
(i) Bapepam will instruct the KSEI to freeze any securities held in a sub-account of a customer
of such Investment Management Company. Further, Bapepam will notify the IDX and the
securities of such Investment Management Company may not be dealt in any manner
except for the purposes of:
(A) overbooking transaction from the customer’s securities sub-account to other securities
sub-accounts based on written instruction from the respective securities account
owner/customer to move such securities from the account held by the Investment
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Management Company, which its business licence is in the process of being revoked
by Bapepam, to another Investment Management Company; and/or
(B) to resolve all of the Investment Management Company’s obligations to customers of

the Investment Management Company and Bapepam.
Reporting Obligations
The Investment Management Company should report to Bapepam in the event there is any
change in the following details:
(i) any information identifying the Investment Management Company, for example, its name,
address or logo;
(ii) the articles of association of the Investment Management Company;
(iii) the Investment Management Company’s tax registration number;
(iv) in the case of employees who are foreigners, such employees’ foreign manpower
employment permits and work permits;
(v) in the case where the Investment Management Company is a joint venture entity, the
applicable joint venture agreement;
(vi) information in relation to the place of business and the internal controls system of the
Investment Management Company;
(vii) the organisation structure of the Investment Management Company and the job description
of each employee;
(viii) in the event a new licensed representative of the Investment Management Company is
hired, or in the event a licensed representative of the Investment Management Company
has left the employment of the Investment Management Company; and
(ix) the standard operating procedures of the Investment Management Company, and in such
event, a report has to be made not later than seven (7) days after such change.
Further, an Investment Management Company is required to submit monthly activity reports to

Bapepam, prepared according to the prescribed form and no later than the 12th day of the
following month (or the next business day if the 12th day is a holiday).
(d) Overview of Indonesian regulatory requirements for provision of brokerage companies

and underwriters.
Under the capital market laws in Indonesia, a Securities Company may conduct business
activities as a brokerage and underwriting company.
A party wishing to conduct business activities as a brokerage and underwriting company (a

“Brokerage and Underwriting Company”) shall establish an entity holding a business licence
issued pursuant to the Rule No. V.A.1. A Securities Company may conduct business activities in,
inter alia, brokerage and underwriting and other activities as prescribed by the provisions
determined by Bapepam.
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Establishment of the entity
The minimum paid-up capital requirements for a Brokerage and Underwriting Company as set out
in MFR 153/2010 are as follows:
(a) A company providing underwriting services shall have a minimum paid-up capital of IDR 50
billion;
(b) A company providing brokerage and dealing services and administering clients securities
accounts shall have a minimum paid-up capital of IDR 30 billion; and
(c) A company providing brokerage and dealing services (without administering clients
securities accounts) shall have a minimum paid-up capital of IDR 500 million.
However, the Minister of Finance of Indonesia or Bapepam may prescribe different paid-up capital
requirements or net adjusted working capital requirements from time to time.
As of 28 December 2010, Bapepam, through Rule V.D.5, has prescribed that Brokerage and
Underwriting Companies are to have the following minimum net adjusted working capital amounts
depending on the business activity of the Brokerage and Underwriting Company as follows:
Business activity of the

relevant Brokerage and
Underwriting Company Net-Adjusted Working Capital
Provision of underwriting services Either:
(1) IDR 25,000,000,000.00; or
(2) 6.25% of total liabilities less subordination debt and

any debt incurred in relation to the Offer or any other
public offering or limited offering, plus Ranking
Liabilities(1), whichever is higher
Provision of brokerage and dealing (1) IDR 25,000,000,000.00; or
services and administering clients
securities accounts (2) 6.25% of total liabilities less subordination debt and
Provision of brokerage and dealing (1) IDR 200,000,000.00; or
services (without administering clients
securities accounts) (2) 6.25% of total liabilities less subordination debt and
Note:
(1) “Ranking Liabilities” are contingency liabilities and off balance sheet liabilities that will be added to liabilities as risk
factors in the calculation of net-adjusted working capital.
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If a Brokerage and Underwriting Company that is administering clients securities accounts does
not satisfy the minimum net adjusted working capital prescribed pursuant to Rule V.D.5, such
Brokerage and Underwriting Company must:–
(i) halt the opening of securities accounts for new customers;
(ii) halt any transactions that will increase the long position or short position in such Brokerage
and Underwriting Company’s portfolio, except to exercise or sell any pre-emptive rights over
issue of shares listed on the IDX;
(iii) halt all securities transactions that will increase the debit balance or short position in a
customer’s securities account;
(iv) halt all purchases and sales in a customer’s securities account and exercise or sell
pre-emptive rights if the deficiency of net adjusted working capital is more than 20% of the
minimum amount required to be maintained; and
(v) submit to the IDX a plan that includes the schedule, method and manner of increasing
capital, reducing business activity or ceasing business, with copies delivered to Bapepam.
Each day the Brokerage and Underwriting Company fails to meet the minimum net adjusted
working capital requirement above, such company shall submit a plan that includes the schedule,
method and manner of increasing capital, reducing business activity or ceasing business.
If a Brokerage and Underwriting Company, that does not administer clients securities accounts
and/or undertake underwriting activities, does not satisfy the minimum net adjusted working
capital requirement prescribed pursuant to Rule V.D.5, such Brokerage and Underwriting
Company shall, on the following day, submit to Bapepam a plan that includes the schedule,
method and manner of increasing capital, and submit a report relating to the net adjusted working
capital and the execution of such plan to Bapepam every business day not later than 8:30 a.m.
(Indonesian Western time (GMT +07:00)). During the 30-day period subsequent to the delivery of
such settlement plan, the Brokerage and Underwriting Company shall ensure that its net adjusted
working capital will meet the required minimum value after such 30-day period.
Bapepam may suspend a Brokerage and Underwriting Company’s business licence and require
such company to submit a settlement plan to settle all liabilities to its customers, if:
(i) such Brokerage and Underwriting Company fails to meet minimum net adjusted working
capital for period of more than 30 consecutive working days or more than 60 cumulative
working days in a 12 month period; and/or
(ii) such Brokerage and Underwriting Company does not submit a report on the net adjusted
working capital to Bapepam as required for every three (3) month period.
Share ownership requirements
A Brokerage and Underwriting Company may not be controlled directly or indirectly by a person
who:
(i) has been convicted for indecent conduct and/or financial crime; or
(ii) is considered not to be of good integrity or high moral standards, as prescribed in Article 35
paragraph (1) of GR 45/1995.
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A person who controls a Brokerage and Underwriting Company or a shareholder of a Brokerage
and Underwriting Company shall satisfy the following requirements:
(i) be considered to be of good integrity, by satisfying the following requirements:
(A) such person has never been convicted for indecent conduct and/or financial crime(s);
(B) such person is considered to be of good character and to have high moral standards;
(C) such person is able to commit to comply with the prevailing rules and regulations; and
(D) such person has a high level of commitment to ensure the sound operation of the
Brokerage and Underwriting Company; and
(ii) be considered to be financially sound, by satisfying the following requirements:
(A) such person is able to satisfy his financial commitments;
(B) such person has never declared or been declared bankrupt; and
(C) such person has never been a member of the board of directors or the board of
commissioners of a company, such board proven guilty to have caused such company
to be declared insolvent.
Additionally, a Brokerage and Underwriting Company, which is a shareholder of the IDX, and its
affiliates, are each prohibited from:
(i) owning (whether directly or indirectly) 20% of the shares carrying voting rights in another
Brokerage and Underwriting Company which is also a shareholder of the IDX;
(ii) holding a position as a member of board of directors or board of commissioners in another

Brokerage and Underwriting Company which is also a shareholder of the IDX; or
(iii) having control (whether direct or indirect) of the management and/or policies of another
Brokerage and Underwriting Company which is also a shareholder of the IDX.
Based on MFR 153/2010, a maximum of 85% of the shares in the paid-up capital of a foreign joint
venture Brokerage and Underwriting Company may be owned by a foreign legal entity which has
business activities in the financial sector (other than an entity with business activities in the
securities sector). Further, a foreign legal entity which is has business activities in the securities
sector and which has a licence or is under the supervision of a capital markets regulator in its
country of origin may hold a maximum of 99% of the paid-up capital of a foreign joint venture
Brokerage and Underwriting Company.
Moreover, a foreign joint venture Brokerage and Underwriting Company can be partially owned by
a foreign legal entity which conducts its business in the securities sector and has a licence from
or is under the supervision of capital market regulator in their origin country. Such a foreign entity
may hold a maximum 99% of the total paid-up capital in the foreign joint venture company. In the
event of an initial public offering by either a local Brokerage and Underwriting Company or a
foreign joint venture Brokerage and Underwriting Company, such restrictions no longer apply, i.e.
the shares of such Brokerage and Underwriting Company may be owned entirely by local or a
foreign investors.
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Each director and commissioner of a Brokerage and Underwriting Company shall satisfy the
following requirements:
(i) requirements in relation to integrity, as follows:
(A) each director and commissioner must be an individual capable of undertaking legal
actions;
(B) each director and commissioner has never declared or been declared bankrupt, or has
never been a member of the board of directors or the board of commissioners of a
company, such board proven guilty to have caused such company to be declared
insolvent;
(C) each director and commissioner has never been convicted for indecent conduct and/or
financial crimes;
(D) each director and commissioner is considered to be of good character and to have high
moral standards;
(E) each director and commissioner is able to commit to comply with the prevailing rules
and regulations; and
(F) each director and commissioner has a high level of commitment ensure the sound
operation of the Brokerage and Underwriting Company;
(ii) requirements in relation to competency and expertise in capital market requirements, as

follows:
(A) each commissioner must have sufficient expertise in capital markets, relevant to his
position in the Brokerage and Underwriting Company and/or have at least two (2)
years’ experience in a company conducting business activities in capital markets
and/or the financial sector;
(B) each director must have sufficient knowledge in capital markets, relevant to his position
in the Brokerage and Underwriting Company, and have hold at least a diploma degree;
and
(C) each director must have sufficient expertise and experience in capital markets and/or
the financial sector for at least two (2) years at managerial level in companies
conducting business activities in capital markets and/or the financial sector.
Further, all members of the board of directors of a Brokerage and Underwriting Company shall
each hold a licence as a representative of a Brokerage and Underwriting Company
Representative (“Brokerage and Underwriting Company Representative”) in accordance with
the scope of their duties.
Members of the board of directors of a Brokerage and Underwriting Company have to be

domiciled in Indonesia, and are prohibited from holding similar positions in other companies,
except if such positions are the commissioner of a stock exchange the IDX, clearing and
guarantee institution or custodian (KPEI) and settlement institution (KSEI).
A member of the board of commissioners of a Brokerage and Underwriting Company is prohibited

from holding a position as commissioner of another Brokerage and Underwriting Company at the
same time.
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Application process for a Brokerage and Underwriting Company business licence
An application for a business licence to conduct business as a Brokerage and Underwriting

Company has to be submitted to Bapepam, with supporting documents as required by Bapepam.
Revocation of business licence
A Brokerage and Underwriting Company’s business licence may be revoked by Bapepam upon
the occurrence of any of the following events:
(i) if the Brokerage and Underwriting Company returns its business licence to Bapepam;
(ii) if the Brokerage and Underwriting Company violates any prevailing capital markets rules
and regulations;
(iii) if the Brokerage and Underwriting Company is liquidated;
(iv) if the Brokerage and Underwriting Company does not conduct business activities as a
Brokerage and Underwriting Company, and the following conditions are fulfilled:
(A) the Brokerage and Underwriting Company’s office is not found;
(B) the Brokerage and Underwriting Company has a physical office space. However, in the
preceding two (2) year period, the Brokerage and Underwriting Company does not
conduct business activities as an underwriter or broker dealer; and/or
(C) the Brokerage and Underwriting Company has no employees;
(v) if the Brokerage and Underwriting Company cannot comply with any prevailing rule and fails
to rectify such deficiency after being given reasonable opportunity and after a reasonable
period of time has passed; or
(vi) if the Brokerage and Underwriting Company has been proven to have committed a criminal
offence as defined in Law Number 8 of 1995 regarding Capital Markets.
If the Brokerage and Underwriting Company is listed on the IDX, and such Brokerage and
Underwriting Company is in the process of returning its business licence or its business licence
is in the process of being revoked by Bapepam, Bapepam will instruct KSEI to freeze any
securities held in a sub-account of such Brokerage and Underwriting Company. Further, Bapepam
will notify the IDX of which the Brokerage and Underwriting Company is a member of, and such
securities may not be dealt in any manner except for the purposes of:
(i) transferring securities from a customer’s securities sub-account to another securities

sub-accounts pursuant to written instructions from the respective customer holding such
securities account; and/or
(ii) the Brokerage and Underwriting Company shall resolve all its obligations to customers of the
Brokerage and Underwriting Company and Bapepam.
Reporting Obligations
Brokerage and Underwriting Companies should report to Bapepam in the event there is any
change not later than seven (7) days after the following changes have occurred:
(i) any information identifying the Brokerage and Underwriting Company, for example, its
name, address or logo;
(ii) the articles of association of the Brokerage and Underwriting Company;
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(iii) the Brokerage and Underwriting Company’s tax registration number;
(iv) in the case of employees who are foreigners, such employees’ foreign manpower
employment permits and work permits;
(v) in the case where the Brokerage and Underwriting Company is a joint venture entity, the
applicable joint venture agreement;
(vi) information in relation to the place of business and the internal controls system of the
Brokerage and Underwriting Company;
(vii) the organisation structure of the Brokerage and Underwriting Company and the job
description of each employee;
(viii) in the event a new licensed representative of the Brokerage and Underwriting Company is
hired, or in the event a licensed representative of the Brokerage and Underwriting Company
has left the employment of the Brokerage and Underwriting Company; and
(ix) the standard operating procedures of the Brokerage and Underwriting Company, and in such
event, a report has to be made not later than seven (7) days after such change.
Further, a Brokerage and Underwriting Company is required to submit periodic financial reports,
activity reports and auditors reports on the net adjusted working capital.
A Brokerage and Underwriting Company which conducts business activities in other location(s)
besides its head office shall comply with the rules prescribed in the Decision of the Chairman of
Bapepam No. Kep-27/PM/2000 dated 30 June 2000 regarding activities of a Brokerage and
Underwriting Company with business operations in various locations, and has the further
reporting obligation to Bapepam in the event it (A) ceases business operations in any location, or
(B) changes the address of any of its business operations, or (C) at the end of June or December,
if there are no changes in respect of it ceasing business operations in any location or changes the
address of any of its business operations, a statement to that effect. Such reports have to be
made within seven (7) days of the occurrence of such change.
A Brokerage and Underwriting Company must have at least one (1) location as its head office,
consisting of at least four (4) divisions, including a custodian service division, an accounting
division, a trading and order division and a marketing division.
If it is anticipated that there will be a change in the shareholders of a Brokerage and Underwriting
Company, details of such potential change should be submitted to Bapepam by the Brokerage
and Underwriting Company for approval.
Code of Conduct of a Brokerage and Underwriting Company
A Brokerage and Underwriting Company may not:
(i) use securities or cash received from a client as collateral for obtaining a loan for its own
benefit without written approval from the client;
(ii) give a recommendation to its clients to buy, sell or exchange securities, without considering
such clients’ investment objectives and financial conditions; and
(iii) give its clients a guarantee against any loss in any securities transaction.
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A Brokerage and Underwriting Company Representative may not:
(i) in relation to Brokerage and Underwriting Company Representative who provides brokerage
and dealing services:
(A) engage in securities transactions of which records are not made in the books of such
Brokerage and Underwriting Company; and
(B) in relation to a Brokerage and Underwriting Company Representative who provides

brokerage and dealing services, engage in a transaction on behalf of a client without
appropriate authorisation from the client; and
(ii) receive directly or indirectly part of a client’s profit from any securities transaction.
Where there is an undersubscribed public offering, the underwriters, selling agents or its affiliated
persons may not sell the securities which they have bought or will buy based on the underwriting
agreement, except through a securities exchange if it is stated in the prospectus of such public
offering that the securities are to be listed on a securities exchange.
Brokerage and Underwriting Company Representatives
In order to obtain a Brokerage and Underwriting Company Representative licence, an individual

must:
(i) pass the examination given by the Committee on Professional Standards for the relevant
activity or have the necessary experience in capital market;
(ii) be legally competent;
(iii) have never committed a disgraceful act or been convicted of a crime involving a financial
transaction;
(iv) be of good character and have high moral standards; and
(v) have never been declared bankrupt such that it affects his/her ability to conduct his/her duty
in a fair and honest manner.
An individual who has an existing Brokerage and Underwriting Company Representative licence
to conduct underwriting services or provide brokerage and dealing services but not as an
Investment Management Company Representative, may engage in investment advisory services
only to the extent that such activity is solely incidental to the conduct of his/her business of dealing
in securities and only if no special compensation is received for the investment advisory services.
An individual who is a representative of a Brokerage and Underwriting Company and has an

existing licence to conduct underwriting services or provide brokerage and dealing services, who
is not employed by a Brokerage and Underwriting Company for a period exceeding 24
consecutive months must retake the examination given by the Committee on Professional
Standards if he wishes to engage in such activities again.
Financing Brokerage and Underwriting Transactions
Financing the settlement of a margin transaction or short selling transaction, can be conducted
only if the Brokerage and Underwriting Company has met all of the following requirements:
(i) hold a business licence issued by Bapepam to provide brokerage and dealing services and
to administer its clients’ securities accounts;
(ii) have net adjusted working capital that meets the conditions required under Rule V.D.5;
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(iii) have obtained approval from the IDX to conduct Margin Transactions and/or Short Selling
Transactions;
(iv) if the Brokerage and Underwriting Company provides financing, the Brokerage and
Underwriting Company must have adequate source of financing for the settlement of such
securities transactions; and
(v) if the Brokerage and Underwriting Company provides securities financing through Short
Selling Transactions, the Brokerage and Underwriting Company must have agreements with
clearing and guarantee institutions, other Brokerage and Underwriting Companies,
custodian banks and/or other parties approved by Bapepam to borrow securities required for
the settlement of such short selling transactions.
Brokerage and Underwriting Companies as members of the IDX
A Brokerage and Underwriting Company may become the member of the IDX if the following
requirements have been fulfilled:
(i) It has obtained a Brokerage and Underwriting Company licence as a Brokerage and
Underwriting Company from Bapepam and its business activities have not been subject to
a restriction and/or halted by Bapepam;
(ii) It has shares in the IDX;
(iii) It has an information technology officer for remote trading (“IT Officer RT”). An IT Officer RT
is an appointed employee of a member of the IDX or appointed employee of the Remote
Trading Mediator. A Remote Trading Mediator is a party that has entered into a contract with
the IDX to provide remote trading services for a member of the IDX that utilises the remote
trading device provided by such Remote Trading Mediator. The Remote Trading Mediator
has a duty to assure the readiness and fluency of the operations of the member of the IDX’s
remote trading device;
(iv) It has a board of directors, consisting solely of members who satisfy the minimum
requirements prescribed in Bapepam’s Rule No. V.A.1;
(v) It has a board of commissioners consisting solely of members who satisfy the minimum
requirements prescribed in Bapepam Rule No. V.A.1;
(vi) It has a “Know-Your-Client” principle which is in compliance with Bapepam’s Rule No.
V.D.10;
(vii) It has short, medium and long term working plans;
(viii) It has organs or functions as stipulated in Bapepam’s Rule V.D.3 complying with such rule
regarding the internal control of Brokerage and Underwriting Companies conducting
business activities as brokerage companies;
(ix) It has a reliable risk management system;
(x) It has a brokerage office system that supports remote trading;
(xi) It has adequate facilities and infrastructure, for example, a remote trading device, server
rooms and a standard operation procedure for its remote trading structure;
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(xii) It has a net adjusted working capital of not less than the minimum requirements for
Brokerage and Underwriting Companies conducting business activities as brokerage
companies administering clients securities accounts (Rule V.D.5);
(xiii) It has obtained review results in relation to the readiness of its remote trading system from
an independent reviewer or obtained statements from a mediator in the event the remote
trading system utilises a mediator service;
(xiv) It has written securities account opening agreements with its client satisfying the minimum
requirements as stipulated in Rule V.D.3;
(xv) It has a securities account opening agreement guidelines that its clients may refer to; and
(xvi) It has an electronic storage procedure for transaction data and log files, client databases,
transaction databases.
The following are the rights of a member of the IDX:
(i) A member of the IDX may obtain transaction connection and market information connection
through a remote trading system;
(ii) A member of the IDX may participate in training courses organised by the IDX; and
(iii) A member of the IDX may obtain information in relation to transaction performance in the
IDX from the IDX.
The following are the obligations of a member of the IDX:
(i) It must perform securities trading activities on every day securities trading is taking place on
the IDX, and such day is not a Saturday or Sunday, a national holiday, or a day declared by
the IDX to be a stock exchange holiday by the IDX (“Stock Exchange Day”);
(ii) It must pay transactions fee as stipulated in the regulations of the IDX;
(iii) It must always observe securities trading activities;
(iv) It must immediately report to the IDX if there is any indication of improper securities trading
activity;
(v) It must continually ensure that the company meets the requirements as a member of the
IDX, especially requirements on the net adjusted working capital;
(vi) It must fulfil any other obligations as stipulated in other related regulation of the IDX;
(vii) It must have a securities ownership reference for its clients in KSEI; and
(viii) It must provide information to its clients in the event of any damage in the remote trading
structure of a member of the IDX.
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APPENDIX D
DESCRIPTION OF ORDINARY SHARES
The Company was converted from a private limited company into a public limited company on 12 July
2011. Our corporate affairs are governed by our Articles. The following statements are brief summaries
of our capital structure and the more important rights and privileges of our Shareholders as conferred
by the laws of Singapore and our Articles of Association. These statements summarise the material
provisions of our Articles but are qualified in entirety by reference to our Articles, a copy of which will
be available for inspection at our registered offices during normal business hours for a period of six (6)
months from the date of the registration of this Offer Document with the SGX-ST. The summary below
does not purport to be complete and is qualified in its entirety by reference to our Articles.
Shares
We have only one (1) class of shares, namely, our Shares, which have identical rights in all respects
and rank equally with one another. Our Articles provide that we may issue shares of a different class
with preferential, deferred, qualified or special rights, privileges or conditions as our Directors may think
fit and may issue preference shares which are, or at our option are, redeemable, the terms and manner
of redemption being determined by our Directors. Our Shares do not have a par value.
As at the date of this Offer Document, 262,013,004 Shares have been issued and fully paid. All of our
Shares are in registered form and recorded in our share register book. No Shares are held by, or on
behalf of, us or our subsidiaries. We may, subject to the provisions of the Companies Act and the listing
rules of the SGX-ST, purchase our own Shares. However, we may not, except in circumstances
permitted by the Companies Act, grant any financial assistance for the acquisition or proposed
acquisition of our Shares.
New Shares
New Shares may only be issued with the prior approval of our Shareholders in a general meeting. The
aggregate number of Shares to be issued pursuant to such approval may not exceed 50% (or such
other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being, of which
the aggregate number of Shares to be issued other than on a pro-rata basis to the then existing
Shareholders of our Company shall not exceed 20% (or such other limit as may be prescribed by the
SGX-ST) of our issued share capital for the time being. The approval, if granted, will lapse at the
conclusion of the annual general meeting following the date on which the approval was granted unless
otherwise revoked or varied by Shareholders in a general meeting. Subject to the foregoing, the
provisions of the Companies Act and any special rights attached to any class of shares currently issued,
all new Shares are under the control of our Directors who may allot and issue the same with such rights
and restrictions as they may think fit.
Shareholders
We maintain a register of Shareholders which contains the particulars of our Shareholders. Only
persons who are registered on our register of Shareholders and, in cases in which the person so
registered is CDP, the persons named as the Depositors in the Depository Register maintained by CDP
for our Shares, are recognised as our Shareholders. Except as required by law, no person shall be
recognised by the Company as holding any share upon any trust and we will not be bound by or
required in any way to recognise (even when having notice thereof) any equitable, contingent, future
or partial interest in any Share or any fractional part of a Share or (except only as provided by our
Articles or by law) any other rights for any Share other than the absolute right thereto of the registered
holder of that Share or of the person whose name is entered in the depository register for that Share.
If any Share stands jointly in the names of two (2) or more persons, the person first named in the
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register shall as regards service of notices and, subject to the provisions of the Articles, all or any other
matters connected with our Company except with respect to the transfer of Shares, be deemed the sole
holder thereof.
We may close our register of Shareholders for any period of time or periods of time if we provide the
Accounting and Corporate Regulatory Authority of Singapore with at least 14 days’ notice and the
SGX-ST at least ten (10) clear market days’ notice. However, the register may not be closed for more
than 30 days in aggregate in any calendar year. We typically close the register of Shareholders to
determine our Shareholders’ entitlement to receive dividends and other distributions.
Transfer of Shares
There is no restriction on the transfer of fully paid Shares except where required by law or the Listing
Manual or the rules or by-laws of the SGX-ST. Our Directors may decline to register any transfer of
Shares which are not fully paid or Shares on which we have a lien. Subject to our Articles, Shares may
be transferred by any Shareholder by a duly signed instrument of transfer in a form approved by the
SGX-ST. Our Directors may also decline to register any instrument of transfer unless, among other
things, it has been duly stamped and is presented for registration together with the share certificate and
such other evidence of title as they may require. We will replace lost or destroyed certificates for Shares
if we are properly notified and the applicant pays a fee which will not exceed S$2 and furnishes any
evidence and indemnity that our Directors may require.
General Meetings of Shareholders
We are required to hold an annual general meeting every year. Under our Articles, the annual general
meeting shall be held in each year (within a period of not more than 15 months after the holding of the
last preceding annual general meeting unless a longer period would not infringe the rules and
regulations of the SGX-ST, if any). In addition, for so long as the Shares of the Company are listed on
the Official List of the Catalist, the interval between the close of the Company’s financial year and the
date of the Company’s annual general meeting shall not exceed four (4) months or such period as may
be prescribed or permitted by the SGX-ST.
Our Directors may convene an extraordinary general meeting whenever it thinks fit and must do so if
our Shareholders representing not less than 10% of the total voting rights of all our Shareholders,
request in writing that such a meeting be held. In addition, two (2) or more of our Shareholders holding
not less than 10% of our issued share capital may call a meeting. Unless otherwise required by law or
by our Articles, voting at general meetings is by ordinary resolution, requiring an affirmative vote of a
simple majority of the votes cast at that meeting. An ordinary resolution suffices, for example, for the
appointment of Directors. A special resolution, requiring the affirmative vote of at least 75% of the votes
cast at the meeting, is necessary for certain matters under Singapore law, including voluntary winding
up, amendments to our Memorandum of Association and our Articles, a change of our corporate name
and a reduction in our share capital or capital redemption reserve fund. We must give at least 21 days’
notice in writing for every general meeting convened for the purpose of passing a special resolution.
Ordinary resolutions generally require at least 14 days’ notice in writing. The notice must be given to
each of our Shareholders who have supplied us with an address in Singapore for the giving of notices
and must set forth the place, the day and the hour of the meeting and, in the case of special business,
the general nature of that business.
Voting Rights
A holder of our ordinary Shares is entitled to attend, speak and vote at any general meeting, in person
or by proxy. A proxy does not need to be a Shareholder. A person who holds ordinary Shares through
the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a
Shareholder if his name appears on the depository register maintained by CDP 48 hours before the
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general meeting. Except as otherwise provided in our Articles, two (2) or more Shareholders must be
present in person or by proxy to constitute a quorum at any general meeting. Under our Articles, subject
to any special rights or restrictions as to voting for the time being attached to any shares by or in
accordance with the Articles, at any general meeting (i) on a show of hands, every Shareholder present
in person and by proxy shall have one (1) vote (provided that in the case of a Shareholder who is
represented by two (2) or more proxies, only one (1) of the proxies as determined by that Shareholder
or, failing such determination, by the Chairman of the meeting in his sole discretion shall be entitled to
vote on a show of hands), and (ii) on a poll, every Shareholder present in person or by proxy shall have
one (1) vote for each fully paid Share which he holds or represents and in respect of partly paid shares
where calls are not due and unpaid. If the Shareholder is CDP, CDP may appoint at least three (3)
proxies to attend and vote at the same general meeting and each proxy shall be entitled to exercise the
same powers on behalf of CDP as CDP could exercise, including the right to vote individually on a show
of hands. A poll may be demanded in certain circumstances, including by the Chairman of the meeting
or by any Shareholder present in person or by proxy and representing not less than 10% of the total
voting rights of all Shareholders having the right to attend and vote at the meeting or by any two (2)
Shareholders present in person or by proxy and entitled to vote. In the case of a tie vote, whether on
a show of hands or a poll, the Chairman of the meeting shall be entitled to a casting vote.
Dividends
We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but we
may not pay dividends in excess of the amount recommended by our Board. Our Board may also
declare an interim dividend without the approval of our Shareholders.
We must pay all dividends out of our profits. We may satisfy dividends by the issue of Shares to our
Shareholders. Please refer to the section titled, “Bonus and Rights Issue” below.
All dividends are paid pro-rata amongst our Shareholders in proportion to the amount paid-up on each
Shareholder’s Shares, unless the rights attaching to an issue of any Share or class of shares provide
otherwise.
Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each
Shareholder at his registered address appearing in our register of Shareholders or (as the case may
be) the depository register. Notwithstanding the foregoing, the payment by us to CDP of any dividend
payable to a Shareholder whose name is entered in the depository register shall, to the extent of
payment made to CDP, discharge us from any liability to that Shareholder in respect of that payment.
Bonus and Rights Issues
Our Board may, with the approval of our Shareholders at a general meeting, capitalise any sums
standing to the credit of any of the Group’s reserve accounts or other undistributable reserve or any
sum standing to the credit of profit and loss account and distribute the same as bonus shares credited
as paid-up to our Shareholders in proportion to their shareholdings.
Our Board may also issue rights to take up additional Shares to other Shareholders in proportion to
their shareholdings. Such rights are subject to any conditions attached to such issue and the
regulations of any stock exchange on which we are listed.
Our Board may also issue bonus Shares to participants of any share incentive or option scheme or plan
implemented by the Company and approved by our Shareholders in such manner and on such terms
the Board shall think fit.
D-3
Takeovers and Substantial Shareholdings
Obligations under The Singapore Code on Take-overs and Mergers
There are requirements under Singapore laws on take-over offers for our Shares that apply to us. We
will be subject to Sections 138, 139 and 140 of the SFA and the Singapore Code on Take-overs and
Mergers (the “Take-over Code’’) issued by the Authority pursuant to Section 321 of the Securities and
Futures Act (collectively, the “Singapore Take-over and Merger Laws and Regulations”) for so long
as our Shares are listed for quotation on the SGX-ST. The Take-over Code regulates the acquisition of
ordinary shares of public companies or corporations, all or any of the Shares of which are listed for
quotation on a securities exchange, and contains certain provisions that may delay, deter or prevent a
takeover or change in control of such a public company. Any person acquiring an interest, either on his
own or together with parties acting in concert with him, in 30% or more of our voting shares in such a
public company, or if such person holds, either on his own or together with parties acting in concert with
him, between 30% and 50% (both inclusive) of the voting shares in that company and acquires
additional voting shares representing more than 1% of the voting shares in that company in any six
(6)-month period, must, except with the consent of the Securities Industry Council, extend a takeover
offer for the remaining voting shares in accordance with the provisions of the Take-over Code. Under
the Take-over Code, “parties acting in concert” comprise individuals or companies who, pursuant to an
arrangement or understanding (whether formal or informal), co-operate, through the acquisition by any
of them of shares in a company, to obtain or consolidate effective control of that company. Certain
persons are presumed (unless the presumption is rebutted) to be acting in concert with each other
unless the contrary is established, as follows:
(a) the following companies:
(i) a company;
(ii) the parent company of (i);
(iii) the subsidiaries of (i);
(iv) the fellow subsidiaries of (i);
(v) the associated companies (as defined in the Listing manual) of (i), (ii), (iii) or (iv); and
(vi) companies whose associated companies (as defined in the Listing manual) include any of
(i), (ii), (iii), (iv) or (v);
(b) a company with any of its directors (together with their close relatives, related trusts as well as
companies controlled by any of the directors, their close relatives and related trusts);
(c) a company with any of its pension funds and employee share schemes;
(d) a person with any investment company, unit trust or other fund whose investment such person
manages on a discretionary basis, but only in respect of the investment account which such
person manages;
(e) a financial or other professional adviser, including a stockbroker, with its customer in respect of
the shareholdings of:
(i) the adviser and persons controlling, controlled by or under the same control as the adviser;
and
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(ii) all the funds which the adviser manages on a discretionary basis, where the shareholdings
of the adviser and any of those funds in the customer total 10% or more of the customer’s
equity share capital;
(f) directors of a company (together with their close relatives, related trusts and companies controlled
by any of such directors, their close relatives and related trusts) which is subject to an offer or
where the directors have reason to believe a bona fide offer for their company may be imminent;
(g) partners; and
(h) the following persons and entities:
(i) an individual;
(ii) the close relatives of (i);
(iii) the related trusts of (i);
(iv) any person who is accustomed to act in accordance with the instructions of (i); and
(v) companies controlled by any of (i), (ii), (iii) or (iv).
Under the Take-over Code, a takeover offer for consideration other than cash must, subject to certain
exceptions, be accompanied by a cash alternative at not less than the highest price by the offeror or
parties acting in concert with the offeror during the offer period and within the six (6) months preceding
the acquisition of shares that triggered the takeover offer obligation.
Under the Take-over Code, where effective control of a public company incorporated in Singapore is
acquired or consolidated by a person, or persons acting in concert, a general offer to all other
Shareholders of the company is normally required. An offeror must treat all shareholders of the same
class in an offeree company equally. A fundamental requirement is that our Shareholders subject to the
takeover offer must be given sufficient information, advice and time to consider and decide on the offer.
Obligation to notify substantial shareholdings and changes thereto
For so long as our Shares are listed on the SGX-ST, each member shall, (a) upon becoming a
substantial shareholder of our Company, (b) for so long as he remains a substantial shareholder of our
Company, upon a change in the percentage level of his interest or interests in our Company and (c)
upon ceasing to be a substantial shareholder of our Company, give our secretary a notice in writing of
(i) the particulars of the Shares beneficially owned by him, or (ii) the particulars of the change in
interests (including the date of change and the circumstances by reason of which that change has
occurred), or (iii) the particulars of the date and circumstances of the cessation of substantial
shareholding, as the case may be, within two (2) business days after (aa) becoming a substantial
shareholder, (bb) the date of change in the percentage level of his interests, or (cc) the date of
cessation, as the case may be. The term “substantial shareholder” shall have the same meaning
ascribed to it in Sections 81(1) and 81(2) of the Companies Act, the term “interest” or “interests” shall
have the meaning ascribed to it in Section 83(3) of the Companies Act. The requirement to give notice
shall not apply to CDP.
“Percentage level”, in relation to a Substantial Shareholder, means the percentage figure ascertained
by expressing the total votes attached to all the voting Shares in which the Substantial Shareholder has
an interest (or interests) immediately before or (as the case may be) immediately after the relevant time
as a percentage of the total votes attached to all the voting Shares in our Company and, if it is not a
whole number, rounding that figure down to the next whole number.
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Pursuant to the Listing Manual, our Company will immediately announce on SGXNET any notices of
Substantial Shareholders’ interests or Directors’ interests in our Shares received by us.
The Securities and Futures (Amendment) Act 2009 (the “Amendment Act”) was gazetted on 23
February 2009 and will, inter alia, migrate the substantial shareholder disclosure requirements to the
SFA and extend the obligation to notify substantial shareholdings and changes thereto to persons
having an interest in Shares in companies incorporated outside Singapore, whose Shares are listed for
quotation on the SGX-ST by way of a primary listing. The amendments affecting substantial
shareholder disclosure requirements have yet to take effect. Once these amendments take effect, a
substantial shareholder of our Company will be required to notify our Company of his interests, or
changes in his interests, in voting Shares of our Company. Upon receipt of the notice, we will in turn
announce or otherwise disseminate the information stated in the notice to the SGX-ST as soon as
practicable and in any case no later than the end of the Singapore business day following the day on
which we received the notice.
While the definition of “interest” in our voting Shares for the purposes of substantial shareholder
disclosure requirements under the SFA is similar to that under the Companies Act, the SFA provides
that a person who has authority (whether formal or informal, or express or implied) to dispose of, or to
exercise control over the disposal of, a voting Share is regarded as having an interest in such Share,
even if such authority is, or is capable of being made, subject to restraint or restriction in respect of
particular voting Shares.
Liquidation or Other Return of Capital
If we are liquidated or in the event of any other return of capital, holders of our Shares will be entitled
to participate in any surplus assets in proportion to their shareholdings, subject to any special rights
attaching to any other class of shares.
Indemnity
As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board and
officers shall be entitled to be indemnified by us against all costs, charges, losses, expenses and
liabilities incurred in (a) the execution and discharge of their duty in their respective offices unless such
costs, charges, losses, expenses or liabilities arises as a result of any negligence, default, breach of
duty or breach of trust on their part in relation to us, and (b) defending any proceedings, whether civil
or criminal, relating to the affairs of our Company and in which judgment is given in their favour or in
which they are acquitted or in connection with any application under the Companies Act in which relief
is granted by the court.
Limitations on Rights to Hold Shares or Vote in respect of our Shares
Except as described in the sections entitled “Voting Rights” and “Takeovers and Substantial
Shareholdings” above, there are no limitations imposed by Singapore law or by our Articles on the
rights of non-resident Shareholders to hold or vote in respect of our Shares.
Minority Rights
The rights of minority shareholders of Singapore-incorporated companies are protected under Section
216 of the Companies Act, which gives the Singapore courts a general power to make any order, upon
application by any of our shareholders, as they think fit to remedy any of the following situations where:
(a) our affairs are being conducted or the powers of our Directors are being exercised in a manner
oppressive to, or in disregard of the interests of, one or more of the Shareholders; or
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(b) we take an action, or threaten to take an action, or our Shareholders pass a resolution, or propose
to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or
more of our Shareholders, including the applicant.
Singapore courts have a wide discretion as to the reliefs they may grant and those reliefs are in no way
limited to those listed in the Companies Act itself. Without prejudice to the foregoing, the Singapore
courts may:
(a) direct or prohibit any act or cancel or vary any transaction or resolution;
(b) regulate the conduct of our affairs in the future;
(c) authorise civil proceedings to be brought in our name, or on our behalf, by a person or persons
and on such terms as the court may direct;
(d) provide for the purchase of a minority Shareholder’s Shares by our other Shareholders or by us;
(e) in the case of a purchase of Shares by the company, provide for a reduction accordingly of the
company’s capital; or
(f) provide that we be wound up.
Treasury Shares
Our Articles of Association expressly permits our Company to acquire our issued shares and to hold
such shares as treasury shares in accordance with requirements of Section 76 of the Companies Act.
Our Company may make a purchase or acquisition of our own shares (i) on a securities exchange if the
purchase or acquisition has been authorised in advance by our Company in general meeting; or
otherwise than on a securities exchange if the purchase or acquisition is made in accordance with an
equal access scheme authorised in advance by our company in general meeting. The aggregate
number of ordinary Shares held as treasury shares shall not at any time exceed 10% of the total
number of Shares of our Company at that time. Any excess shares shall be disposed or cancelled
before the end of a period of six (6) months beginning with the day on which that contravention of limit
occurs, or such further period as the Registrar may allow. Where ordinary Shares or stocks are held as
treasury shares by our Company through purchase or acquisition by our Company, our Company shall
be entered in the register as the member holding those shares or stocks.
Our Company shall not exercise any right in respect of the treasury shares and any purported exercise
of such a right is void. Such rights include any right to attend or vote at meetings and our Company shall
be treated as having no right to vote and the treasury shares shall be treated as having no voting rights.
In addition, no dividend may be paid, and no other distribution (whether in cash or otherwise) of our
Company’s assets (including any distribution of assets to members on a winding up) may be made, to
our Company in respect of the treasury shares. However, this would not prevent an allotment of shares
as fully paid bonus shares in respect of the treasury shares or the subdivision or consolidation of any
treasury share into treasury share of a smaller amount, if the total value of the treasury shares after the
subdivision or consolidation is the same as the total value of the treasury share before the subdivision
or consolidation, as the case may be.
Where shares are held as treasury shares, our Company may at any time (i) sell the shares (or any of
them) for cash; (ii) transfer the shares (or any of them) for the purposes of or pursuant to an employees’
share scheme; (iii) transfer the shares (or any of them) as consideration for the acquisition of shares
in or assets of another company or assets of a person; or (iv) cancel the shares (or any of them).
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APPENDIX E
SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY
The discussion below provides information about certain provisions of our Articles of Association. This
description is only a summary and is qualified by reference to our Articles of Association, a copy of which
will be displayed at our registered office at 1 Scotts Road, #20-02 Shaw Centre, Singapore 228208. The
following are extracts of the provisions in our Articles relating to:
(a) A director’s power to vote on a proposal, arrangement or contract in which he is interested
Article 90(1) — Powers of Directors to contract with Company
No Director or intending Director shall be disqualified by his office from contracting or entering into
any arrangement with the Company either as vendor, purchaser or otherwise nor shall such
contract or arrangement or any contract or arrangement entered into by or on behalf of the
Company in which any Director shall be in any way interested be avoided nor shall any Director
so contracting or being so interested be liable to account to the Company for any profit realised
by any such contract or arrangement by reason only of such Director holding that office or of the
fiduciary relation thereby established but every Director shall observe the provisions of Section
156 of the Act relating to the disclosure of the interests of the Directors in transactions or proposed
transactions with the Company or of any office or property held by a Director which might create
duties or interests in conflict with his duties or interests as a Director and any transactions to be
entered into by or on behalf of the Company in which any Director shall be in any way interested
shall be subject to any requirements that may be imposed by the Exchange. No Director shall vote
in regard to any contract, arrangement or transaction, or proposed contract, arrangement or
transaction in which he has directly or indirectly a personal material interest as aforesaid or in
respect of any allotment of shares in or debentures of the Company to him and if he does so vote
his vote shall not be counted.
Article 90(2) — Relaxation of restriction on voting
A Director, notwithstanding his interest, may be counted in the quorum present at any meeting
where he or any other Director is appointed to hold any office or place of profit under the
Company, or where the Directors resolve to exercise any of the rights of the Company (whether
by the exercise of voting rights or otherwise) to appoint or concur in the appointment of a Director
to hold any office or place of profit under any other company, or where the Directors resolve to
enter into or make any arrangements with him or on his behalf pursuant to the Articles or where
the terms of any such appointment or arrangements as hereinbefore mentioned are considered,
and he may vote on any such matter other than in respect of the appointment of or arrangements
with himself or the fixing of the terms thereof.
Article 91(2) — Exercise of voting power
The Directors may exercise the voting power conferred by the shares in any company held or
owned by the Company in such manner and in all respects as the Directors think fit in the interests
of the Company (including the exercise thereof in favour of any resolution appointing the Directors
or any of them to be directors of such company or voting or providing for the payment of
remuneration to the directors of such company) and any such Director of the Company may vote
in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he
may be or be about to be appointed a director of such other company.
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(b) A director’s power to vote on remuneration (including pension or other benefits) for
himself or for any other director and whether the quorum at a meeting of the board of
directors to vote on directors’ remuneration may include the director whose remuneration
is the subject of the vote
Article 86(1) — Fees
The fees of the Directors shall be determined from time to time by the Company in general
meetings and such fees shall not be increased except pursuant to an ordinary resolution passed
at a general meeting where notice of the proposed increase shall have been given in the notice
convening the meeting. Such fees shall be divided among the Directors in such proportions and
manner as they may agree and in default of agreement equally, except that in the latter event any
Director who shall hold office for part only of the period in respect of which such fee is payable
shall be entitled only to rank in such division for the proportion of fee related to the period during
which he has held office.
Article 86(2) — Extra remuneration
Any Director who is appointed to any executive office or serves on any committee or who
otherwise performs or renders services, which, in the opinion of the Directors, are outside his
ordinary duties as a Director, may be paid such extra remuneration as the Directors may
determine, subject however as is hereinafter provided in this Article.
Article 86(3) — Remuneration of Director
The fees (including any remuneration under Article 86(2) above) in the case of a Director other
than an Executive Director shall be payable by a fixed sum and shall not at any time be by
commission on or percentage of the profits or turnover, and no Director whether an Executive
Director or otherwise shall be remunerated by a commission on or percentage of turnover.
Article 87 — Expenses
The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be
incurred in attending and returning from meetings of the Directors or of any committee of the
Directors or general meetings or otherwise howsoever in or about the business of the Company
in the course of the performance of their duties as Directors.
Article 88 — Pensions to Directors and dependents
Subject to the Act, the Directors on behalf of the Company may pay a gratuity or other retirement,
superannuation, death or disability benefits to any Director or former Director who had held any
other salaried office or place of profit with the Company or to his widow or dependants or relations
or connections or to any persons in respect of and may make contributions to any fund and pay
premiums for the purchase or provision of any such gratuity, pension or allowance.
Article 89 — Benefits for employees
The Directors may procure the establishment and maintenance of or participate in or contribute
to any non-contributory or contributory pension or superannuation fund or life assurance scheme
or any other scheme whatsoever for the benefit of and pay, provide for or procure the grant of
donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including
Directors and other officers) who are or shall have been at any time in the employment or service
of the Company or of the predecessors in business of the Company or of any subsidiary company,
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and the wives, widows, families or dependants of any such persons. The Directors may also
procure the establishment and subsidy of or subscription and support to any institutions,
associations, clubs, funds or trusts calculated to be for the benefit of any such persons as
aforesaid or otherwise to advance the interests and well-being of the Company or of any such
other company as aforesaid or of its Members and payment for or towards the insurance of any
such persons as aforesaid, and subscriptions or guarantees of money for charitable or benevolent
objects or for any exhibition or for any public, general or useful object.
Article 94 — Remuneration of Chief Executive Officer/Managing Director
The remuneration of a Chief Executive Officer/Managing Director (or any Director holding an
equivalent appointment) shall from time to time be fixed by the Directors and may subject to the
Articles be by way of salary or commission or participating in profits or by any or all of these modes
but he shall not under any circumstances be remunerated by a commission on or a percentage
of turnover.
Article 103(1) — Alternate Directors
Any Director of the Company may at any time appoint any person who is not a Director or
alternate Director and who is approved by a majority of his co-Directors to be his alternate Director
for such period as he thinks fit and may at any time remove any such alternate Director from office.
An alternate Director so appointed shall be entitled to receive from the Company such proportion
(if any) of the remuneration otherwise payable to his appointor as such appointor may by notice
in writing to the Company from time to time direct, but save as aforesaid he shall not in respect
of such appointment be entitled to receive any remuneration from the Company. Any fee paid to
an alternate Director shall be deducted from the remuneration otherwise payable to his appointor.
(c) The borrowing powers exercisable by the directors and how such borrowing powers may
be varied
Article 118 — Directors’ borrowing powers
The Directors may at their discretion exercise all the powers of the Company to borrow or
otherwise raise money, to mortgage, charge or hypothecate all or any property or business of the
Company including any uncalled or called but unpaid capital and to issue debentures or give any
other security for any debt or obligation of the Company or of any third party.
(d) The retirement or non-retirement of a director under an age limit requirement
Article 93 — Chief Executive Officer/Managing Director to be subject to retirement by rotation
Any Director who is appointed as a Chief Executive Officer/Managing Director (or an equivalent
appointment) shall be subject to the same provisions as to retirement by rotation, resignation and
removal as the other Directors of the Company notwithstanding the provisions of his contract of
service in relation to his executive office and if he ceases to hold the office of Director from any
cause he shall ipso facto and immediately cease to be a Chief Executive Officer/Managing
Director.
Article 96(1)(viii) — Vacation of office of Director
Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a
Director shall be vacated subject to the provisions of the Act, at the conclusion of the Annual
General Meeting commencing next after he attains the age of seventy (70) years.
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Article 98 — Retirement of Directors by rotation
Subject to the Articles and to the Act, at each Annual General Meeting at least one-third of the
Directors for the time being (or, if their number is not a multiple of three (3), the number nearest
to but not less than one-third) shall retire from office by rotation. For the avoidance of doubt, each
Director shall retire from office at least once every three (3) years.
Article 99 — Selection of Directors to retire
The Directors to retire by rotation shall include (so far as necessary to obtain the number required)
any Director who is due to retire at the meeting by reason of age or who wishes to retire and not
to offer himself for re-election. Any further Directors so to retire shall be those of the other
Directors subject to retirement by rotation who have been longest in office since their last
re-election or appointment or have been in office for the three (3) years since their last election.
However as between persons who became or were last re-elected Directors on the same day,
those to retire shall (unless they otherwise agree among themselves) be determined by lot. A
retiring Director shall be eligible for re-election.
Article 100 — Deemed re-elected
The Company at the meeting at which a Director retires under any provision of the Articles may
by ordinary resolution fill up the vacated office by electing a person thereto. In default the retiring
Director shall be deemed to have been re-elected, unless:
(i) at such meeting it is expressly resolved not to fill up such vacated office or a resolution for
the re-election of such Director is put to the meeting and lost; or
(ii) such Director is disqualified under the Act from holding office as a Director or has given
notice in writing to the Company that he is unwilling to be re-elected; or
(iii) such Director has attained any retiring age applicable to him as a Director; or
(iv) the nominating committee appointed has given notice in writing to the directors that such
director is not suitable for re-appointment, having regard to the Director’s contribution and
performance.
(e) The number of shares, if any, required for the qualification of a director
Article 85 — Qualifications
A Director need not be a Member and shall not be required to hold any share qualification in the
Company and shall be entitled to attend and speak at general meetings but subject to the
provisions of the Act he shall not be of or over the age of seventy (70) years at the date of his
appointment.
(f) The rights, preferences and restrictions attaching to each class of shares
Article 4 — Issue of new shares
Subject to the Act and the Articles, no shares may be issued by the Directors without the prior
sanction of an ordinary resolution of the Company in general meeting but subject thereto and to
Article 47, and to any special rights attached to any shares for the time being issued, the Directors
may issue, allot or grant options over or otherwise deal with or dispose of the same to such
persons on such terms and conditions and for such consideration and at such time and subject
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or not to the payment of any part of the amount thereof in cash as the Directors may think fit, and
any shares may be issued in such denominations or with such preferential, deferred, qualified or
special rights, privileges or conditions as the Directors may think fit, and preference shares may
be issued which are or at the option of the Company are liable to be redeemed, the terms and
manner of redemption being determined by the Directors.
Article 5(1) — Rights attached to certain shares
Preference shares may be issued subject to such limitations thereof as may be prescribed by any
stock exchange upon which shares in the Company may be listed and the rights attaching to
shares other than ordinary shares shall be expressed in the Memorandum of Association or the
Articles. Preference shareholders shall have the same rights as ordinary shareholders as regards
receiving of notices, reports and balance sheets and attending general meetings of the Company.
Preference shareholders shall also have the right to vote at any meeting convened for the purpose
of reducing the capital or winding up or sanctioning a sale of the undertaking of the Company or
where the proposal to be submitted to the meeting directly affects their rights and privileges or
when the dividend on the preference shares is more than six (6) months in arrears.
Article 5(2)
The Company has power to issue further preference capital ranking equally with, or in priority to,
preference shares from time to time already issued or about to be issued.
Article 7(2) — Rights of preference shareholders
The repayment of preference capital other than redeemable preference or any other alteration of
preference shareholder rights, may only be made pursuant to a special resolution of the
preference shareholders concerned. Provided always that where the necessary majority for such
a special resolution is not obtained at the general meeting, consent in writing if obtained from the
holders of three-fourths of the preference shares concerned within two (2) months of the general
meeting, shall be as valid and effectual as a special resolution carried at the general meeting.
Article 16(1) — Entitlement to certificate
Shares must be allotted and certificates despatched within ten (10) market days of the final
closing date for an issue of shares unless the Exchange shall agree to an extension of time in
respect of that particular issue. The Depository must despatch statements to successful investor
applicants confirming the number of shares held under their Securities Accounts. Persons entered
in the Register of Members as registered holders of shares shall be entitled to certificates within
ten (10) market days after lodgement of any transfer. Every registered shareholder shall be
entitled to receive share certificates in reasonable denominations for his holding and where a
charge is made for certificates, such charge shall not exceed S$2 (or such other fee as the
Directors may determine having regard to any limitation thereof as may be prescribed by any
stock exchange upon which the shares of the Company may be listed). Where a registered
shareholder transfers part only of the shares comprised in a certificate or where a registered
shareholder requires the Company to cancel any certificate or certificates and issue new
certificates for the purpose of subdividing his holding in a different manner the old certificate or
certificates shall be cancelled and a new certificate or certificates for the balance of such shares
issued in lieu thereof and the registered shareholder shall pay a fee not exceeding $2 (or such
other fee as the Directors may determine having regard to any limitation thereof as may be
prescribed by any stock exchange upon which the shares of the Company may be listed) for each
such new certificate as the Directors may determine. Where the member is a Depositor the
delivery by the Company to the Depository of provisional allotments or share certificates in
respect of the aggregate entitlements of Depositors to new shares offered by way of rights issue
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or other preferential offering or bonus issue shall to the extent of the delivery discharge the
Company from any further liability to each such Depositor in respect of his individual entitlement.
Article 21(1) — Directors’ power to decline to register
Subject to the Articles, there shall be no restriction on the transfer of fully paid up shares except
where required by law or by the rules, bye-laws or listing rules of the Exchange but the Directors
may in their discretion decline to register any transfer of shares upon which the Company has a
lien and in the case of shares not fully paid up may refuse to register a transfer to a transferee of
whom they do not approve. If the Directors shall decline to register any such transfer of shares,
they shall give to both the transferor and the transferee written notice of their refusal to register
as required by the Act and the listing rules of the Exchange.
Article 47 — Rights and privileges of new shares
Subject to any special rights for the time being attached to any existing class of shares, the new
shares shall be issued upon such terms and conditions and with such rights and privileges
annexed thereto as the general meeting resolving upon the creation thereof shall direct and if no
direction be given as the Directors shall determine; subject to the provisions of the Articles and in
particular (but without prejudice to the generality of the foregoing) such shares may be issued with
a preferential or qualified right to dividends and in the distribution of assets of the Company or
otherwise.
Article 71(1) — Voting rights of Members
Subject and without prejudice to any special privileges or restrictions as to voting for the time
being attached to any special class of shares for the time being forming part of the capital of the
Company and to Article 6, each Member entitled to vote may vote in person or by proxy or
attorney, and (in the case of a corporation) by a representative. A person entitled to more than one
(1) vote need not use all his votes or cast all the votes he uses in the same way.
Article 71(3)
Notwithstanding anything contained in the Articles, a Depositor shall not be entitled to attend any
general meeting and to speak and vote thereat unless his name is certified by the Depository to
the Company as appearing on the Depository Register not later than forty-eight (48) hours before
the time of the relevant general meeting (the cut-off time) as a Depositor on whose behalf the
Depository holds shares in the Company. For the purpose of determining the number of votes
which a Depositor or his proxy may cast on a poll, the Depositor or his proxy shall be deemed to
hold or represent that number of shares entered in the Depositor’s Securities Account at the
cut-off time as certified by the Depository to the Company, or where a Depositor has apportioned
the balance standing to his Securities Account as at the cut-off time between two (2) proxies, to
apportion the said number of shares between the two (2) proxies in the same proportion as
specified by the Depositor in appointing the proxies; and accordingly no instrument appointing a
proxy of a Depositor shall be rendered invalid merely by reason of any discrepancy between the
number of shares standing to the credit of that Depositor’s Securities Account as at the cut-off
time, and the true balance standing to the Securities Account of a Depositor as at the time of the
relevant general meeting, if the instrument is dealt with in such manner as aforesaid.
Article 72 — Voting rights of joint holders
Where there are joint holders of any share any one (1) of such persons may vote and be reckoned
in a quorum at any meeting either personally or by proxy or by attorney or in the case of a
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corporation by a representative as if he were solely entitled thereto but if more than one (1) of such
joint holders is so present at any meeting then the person present whose name stands first in the
Register of Members or the Depository Register (as the case may be) in respect of such share
shall alone be entitled to vote in respect thereof. Several executors or administrators of a
deceased Member in whose name any share stands shall for the purpose of this Article be
deemed joint holders thereof.
Article 73 — Voting rights of members of unsound mind
If a Member be a lunatic, idiot or non-compos mentis, he may vote whether on a show of hands
or on a poll by his committee, curator bonis or such other person as properly has the management
of his estate and any such committee, curator bonis or other person may vote by proxy or attorney,
provided that such evidence as the Directors may require of the authority of the person claiming
to vote shall have been deposited at the Office not less than forty-eight (48) hours before the time
appointed for holding the meeting.
Article 74 — Right to vote
Subject to the provisions of the Articles, every Member either personally or by proxy or by attorney
or in the case of a corporation by a representative shall be entitled to be present and to vote at
any general meeting and to be reckoned in the quorum thereat in respect of shares fully paid and
in respect of partly paid shares where calls are not due and unpaid. In the event a member has
appointed more than one (1) proxy, only one (1) proxy is counted in determining the quorum.
(g) Any change in capital
Article 50(1) — Power to consolidate, cancel and subdivide shares
The Company may by ordinary resolution alter its share capital in the manner permitted under the
Act including without limitation:
(i) consolidate and divide all or any of its shares;
(ii) cancel the number of shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person or which have been forfeited and diminish
its share capital in accordance with the Act;
(iii) subdivide its shares or any of them (subject to the provisions of the Act), provided always
that in such subdivision the proportion between the amount paid and the amount (if any)
unpaid on each reduced share shall be the same as it was in the case of the share from
which the reduced share is derived; and
(iv) subject to the provisions of the Articles and the Act, convert any class of shares into any
other class of shares.
Article 50(2) — Repurchase of Company’s shares
The Company may purchase or otherwise acquire its issued shares subject to and in accordance
with the provisions of the Act and any other relevant rule, law or regulation enacted or
promulgated by any relevant competent authority from time to time (collectively, the “Relevant
Laws”), on such terms and subject to such conditions as the Company may in general meeting
prescribe in accordance with the Relevant Laws. Any shares purchased or acquired by the
Company as aforesaid may be cancelled or held as treasury shares and dealt with in accordance
with the Relevant Laws. On the cancellation of any share as aforesaid, the rights and privileges
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attached to that share shall expire. In any other instance, the Company may hold or deal with any
such share which is so purchased or acquired by it in such manner as may be permitted by, and
in accordance with, the Act.
Article 51 — Power to reduce capital
The Company may by special resolution reduce its share capital or any other undistributable
reserve in any manner subject to any requirements and consents required by law. Without
prejudice to the generality of the foregoing, upon cancellation of any share purchased or
otherwise acquired by the Company pursuant to these presents and the Act, the number of issued
shares of the Company shall be diminished by the number of shares so cancelled, and where any
such cancelled shares were purchased or acquired out of the capital of the Company, the amount
of the share capital of the Company shall be reduced accordingly.
(h) Any change in the respective rights of the various classes of shares including the action
necessary to change the rights, indicating where the conditions are different from those
required by the applicable law
Article 7(1) —Variation of rights
If at any time the share capital is divided into different classes, the repayment of preference capital
other than redeemable preference capital and the rights attached to any class (unless otherwise
provided by the terms of issue of the shares of that class) may, subject to the provisions of the Act,
whether or not the Company is being wound up, only be made, varied or abrogated with the
sanction of a special resolution passed at a separate general meeting of the holders of shares of
the class and to every such special resolution, the provisions of Section 184 of the Act shall, with
such adaptations as are necessary, apply. To every such separate general meeting, the provisions
of the Articles relating to general meetings shall mutatis mutandis apply; but so that the necessary
quorum shall be two (2) persons at least holding or representing by proxy or by attorney one-third
of the issued shares of the class and that any holder of shares of the class present in person or
by proxy or by attorney may demand a poll. Provided always that where the necessary majority
for such a special resolution is not obtained at the general meeting, consent in writing if obtained
from the holders of three-fourths of the issued shares of the class concerned within two (2) months
of the general meeting shall be as valid and effectual as a special resolution carried at the general
meeting.
Article 8 — Creation or issue of further shares with special rights
The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class
or by the Articles, be deemed to be varied by the creation or issue of further shares ranking equally
therewith.
(i) Any time limit after which a dividend entitlement will lapse and an indication of the party
in whose favour this entitlement operates
Article 130(1) — Unclaimed dividends
The payment by the Directors of any unclaimed dividends or other moneys payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in respect
thereof. All dividends unclaimed after being declared may be invested or otherwise made use of
by the Directors for the benefit of the Company and any dividend unclaimed after a period of six
(6) years from the date of declaration of such dividend may be forfeited and if so shall revert to
the Company but the Directors may at any time thereafter at their absolute discretion annul any
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such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the
forfeiture. For the avoidance of doubt no Member shall be entitled to any interest, share of
revenue or other benefit arising from any unclaimed dividends, howsoever and whatsoever. If the
Depositor returns any such dividend or money to the Company, the relevant Depositor shall not
have any right or claim in respect of such dividend or money against the Company if a period of
six (6) years has elapsed from the date of the declaration of such dividend or the date on which
such other money was first payable.
(j) Any limitation on the right to own shares including limitations on the right of non-resident
or foreign shareholders to hold or exercise voting rights on the shares
Article 11 — No trust recognised
Except as required by law, no person shall be recognised by the Company as holding any share
upon any trust and the Company shall not be bound by or compelled in any way to recognise
(even when having notice thereof) any equitable, contingent, future or partial interest in any share
or any interest in any fractional part of a share or (except only as by the Articles or by law
otherwise provided) any other rights in respect of any share, except an absolute right to the
entirety thereof in the person (other than the Depository) entered in the Register of Members as
the registered holder thereof or (where the person entered in the Register of Members as the
registered holder of a share is the Depository) the person whose name is entered in the
Depository Register in respect of that share.
Article 20 — Person under disability
No share shall in any circumstances be transferred to any infant, bankrupt or person of unsound
mind but nothing herein contained shall be construed as imposing on the company any liability in
respect of the registration of such transfer if the company has no actual knowledge of the same.
Article 48(1) — Issue of new shares to Members
Subject to any direction to the contrary that may be given by the Company in general meeting, or
except as permitted under the Exchange’s listing rules, all new shares shall before issue be
offered to the Members in proportion, as far as the circumstances admit, to the number of the
existing shares to which they are entitled. The offer shall be made by notice specifying the number
of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be
declined. After the expiration of the aforesaid time, or on the receipt of an intimation from the
person to whom the offer is made that he declines to accept the shares offered, the Directors may
dispose of those shares in such manner as they think most beneficial to the Company. The
Directors may likewise so dispose of any new shares which (by reason of the ratio which the new
shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion
of the Directors, be conveniently offered under this Article.
Article 48(2)
Notwithstanding Article 48(1) above but subject to the Act and the byelaws and listing rules of the
Exchange, the Company may by ordinary resolution in general meeting give to the Directors a
general authority, either unconditionally or subject to such conditions as may be specified in the
ordinary resolution to:
(i) issue shares in the capital of the Company (whether by way of rights, bonus or otherwise);
and/or
(ii) make or grant Instruments; and/or
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(iii) (notwithstanding the authority conferred by the ordinary resolution may have ceased to be
in force) issue shares in pursuance of any Instrument made or granted by the Directors while
the ordinary resolution was in force;
provided that:
(a) the aggregate number of shares or Instruments to be issued pursuant to the ordinary
resolution (including shares to be issued in pursuance of Instruments made or granted
pursuant to the ordinary resolution but excluding shares which may be issued pursuant to
any adjustments effected under any relevant Instrument) does not exceed any applicable
limits prescribed by the Exchange;
(b) in exercising the authority conferred by the ordinary resolution, the Company shall comply
with the listing rules for the time being in force (unless such compliance is waived by the
Exchange) and the Articles; and
(c) (unless revoked or varied by the Company in general meeting) the authority conferred by the
ordinary resolution shall not continue in force beyond the conclusion of the Annual General
Meeting next following the passing of the ordinary resolution, or the date by which such
Annual General Meeting is required by law to be held, or the expiration of such other period
as may be prescribed by the Act (whichever is the earliest).
Article 48(3)
Notwithstanding Article 48(1) above but subject to the Act, the Directors shall not be required to
offer any new shares to members to whom by reason of foreign securities laws such offers may
not be made without registration of the shares or a prospectus or other document, but may sell
the entitlements to the new shares on behalf of such Members in such manner as they think most
beneficial to the Company.
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APPENDIX F
TAXATION
The following is a discussion of certain tax matters relating to Singapore income tax, capital gains tax,
stamp duty, estate duty and GST consequences in relation to the purchase, ownership and disposal of
our Shares. The discussion is limited to a general description of certain tax consequences in Singapore
with respect to ownership of our Shares by Singapore investors, and does not purport to be a
comprehensive nor exhaustive description of all of the tax considerations that may be relevant to a
decision to purchase our Shares. The laws, regulations and interpretations, however, may change at
any time, and any change could be retroactive to the date of issuance of our Shares. These laws and
regulations are also subject to various interpretations and the relevant tax authorities or the courts of
Singapore could later disagree with the explanations or conclusions set out below.
You, as a prospective subscriber of our Shares should consult your tax advisers concerning the tax
consequences of owning and disposing our Shares. Neither our Company, our Directors nor any other
persons involved in this Invitation accepts responsibility for any tax effects or liabilities resulting from
the subscription, purchase, holding or disposal of our Shares.
INCOME TAX
General
Singapore resident taxpayers are subject to Singapore income tax on income accruing in or derived
from Singapore and on foreign income received or deemed received in Singapore. However, foreign
income in the form of branch profits, dividends and service income (“specified foreign income”)
received or deemed received in Singapore on or after 1 June 2003 by a resident taxpayer are exempted
from tax in Singapore provided the following conditions are met:
(i) such income is subject to tax of a similar character to income tax under the law of the jurisdiction
from which such income is received;
(ii) at the time the income is received in Singapore, the highest rate of tax of a similar character to
income tax in the jurisdiction from which the income is received is at least 15%; and
(iii) the Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficial
to the recipient of the foreign income.
As a concession, the “subject to tax condition” in (i) above would, with effect from 30 July 2004, be
considered met for specified foreign income which are exempt from tax in the foreign jurisdiction from
which the specified foreign income is received if the exemption is due to a tax incentive granted by the
foreign jurisdiction for carrying out substantive business activities in that jurisdiction. Generally,
substantive business activities refer to business activities that are carried out through staff with certain
expertise and actual expenditure is incurred to carry out the activities. In addition, all foreign-sourced
personal income received or deemed received in Singapore by a Singapore tax resident individual
(except where such income is received through a partnership in Singapore) on or after 1 January 2004
will be exempt from tax in Singapore if the Singapore Comptroller of Income Tax is satisfied that the tax
exemption would be beneficial to the individual. Certain investment income derived from Singapore
sources by individuals on or after 1 January 2004 will also be exempt from tax.
Non-Singapore tax-resident corporate taxpayers are subject to Singapore income tax on income
accruing in or derived from Singapore, and on foreign income received or deemed received in
Singapore, subject to certain exemptions. Non-Singapore tax-resident individual taxpayers, subject to
certain exemptions, are subject to Singapore income tax only on income accruing in or derived from
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Singapore. A company is regarded as a tax resident in Singapore if the control and management of its
business is exercised in Singapore. An individual is regarded as a tax resident in Singapore in a year
of assessment if, in the preceding calendar year, he was physically present in Singapore or exercised
an employment in Singapore (other than as a director of a company) for 183 days or more, or if he
ordinarily resides in Singapore.
Rates of Tax
The corporate tax rate in Singapore is 17% with effect from year of assessment 2010 (i.e. financial year
ended 2009). In addition, 75% of up to the first S$10,000 of a company’s normal chargeable income,
and 50% of up to the next S$290,000 is exempt from corporate tax. The remaining chargeable income
(after the partial tax exemption) will be taxed at 17%. In addition, for newly incorporated companies,
subject to meeting certain conditions, the first S$100,000 and one-half of up to the next S$200,000 of
their normal chargeable income will be eligible for tax exemption.
Singapore tax-resident individuals are subject to tax based on progressive rates, currently ranging from
0% to 20%.
Non-Singapore resident individuals are generally subject to tax at 20% except that Singapore
employment income is tax at a flat rate of 15% or at resident rate, whichever yield a higher tax.
Dividend Distributions
One Tier Corporate Taxation System (“One-Tier System”)
The previous Imputation System was replaced by a One Tier Corporate Taxation System (One-Tier
System”) on 1 January 2003. Under the One-Tier System, the tax paid by a company is a final tax and
the after-tax profits of the company can be distributed to shareholders as Tax Exempt (One-Tier)
dividends.
Withholding Taxes
There is no withholding tax on non-Singapore tax resident Shareholders. Our Company has opted to
move to the one-tier corporate tax system on 12 March 2003. Therefore, our Company is on the one-tier
corporate tax system and can only declare tax exempt (one-tier) dividends to our Shareholders in
Singapore.
CAPITAL GAINS TAX
There is no tax on capital gains in Singapore.
Thus any gains derived from the disposal of our Shares acquired for long-term investment will not be
taxable in Singapore.
On the other hand, where the taxpayer is deemed by the IRAS to be carrying on a trade or business
of dealing in shares in Singapore, gains from disposal of shares are of an income nature (rather than
capital gains) and thus subject to Singapore income tax.
However, there are no specific laws or regulations which deal with the characterisation of capital gains,
and hence, gains may be construed to be of an income nature and subject to tax especially if they arise
from activities which the IRAS regards as the carrying on of a trade in Singapore.
Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded
as having derived gains of an income nature, in which case, the disposal profit would be taxable.
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BONUS SHARES
Any bonus shares received by our Shareholders are not taxable.
STAMP DUTY
No stamp duty is payable on the subscription and issuance of our Shares.
Where existing Shares evidenced in certificated form are acquired in Singapore, stamp duty is payable
on the instrument of transfer of the Shares at the rate of S$2.00 for every S$1,000 or any part thereof
of the consideration for, or market value of the Shares, whichever is higher. The purchaser is liable for
stamp duty, unless otherwise agreed.
No stamp duty is payable if no instrument of transfer is executed (such as in the case of scripless
shares, the transfer of which does not require instruments of transfer to be executed) or if the
instrument of transfer is executed outside Singapore. However, stamp duty may be payable if the
instrument of transfer which is executed outside Singapore is subsequently received in Singapore.
Stamp duty is also not applicable to electronic transfers of Shares through the central depository
system.
ESTATE DUTY
Singapore estate duty has been abolished with effect from 15 February 2008.
GOODS AND SERVICES TAX
General
The issue, sale or transfer of ownership of shares is considered a supply of exempt services for
Singapore GST purposes. Hence, investors would not incur any GST on the subscription price of our
shares. Expenses incurred in the course of subscribing to our shares may be subject to GST if the
provider of the service is GST registered, e.g. legal fees, brokerage charges, etc. Where investors are
GST registered, these expenses are generally not recoverable as input tax credit from the IRAS except
under certain conditions.
Investors should seek advice of their tax consultants if they are making an input tax claim.
The subsequent disposal of our shares by investors belonging in Singapore is also exempt from GST.
However, the GST on expenses incurred in the process of disposal is generally not claimable as input
tax credit from IRAS. These expenses may be zero-rated if the services are provided to investors
belonging outside Singapore.
Indonesian Taxation
The following discussion is limited to a general description of certain taxation in Indonesia for the
subsidiaries in Indonesia. The laws, regulations and interpretations, however, may change at any time,
and any change could be retroactive to the date of issuance of our Shares.
CORPORATE TAX
General Principle
Companies incorporated or domiciled in Indonesia are subject to income tax on worldwide income.
Foreign tax may be claimed as a tax credit subject to a limitation rule.
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Rates of corporate tax
Corporate tax is imposed at a flat rate of 25% (for fiscal year 2010 onward). This rate applies to
Indonesian companies and foreign companies operating in Indonesia through a permanent
establishment. The rate is effective from 2010. The tax rate is reduced by 5 percentage points for listed
companies that have at least 40% of their paid up capital traded on the stock exchange. Small and
medium-scale companies (that is, companies having gross turnover of up to IDR 50 billion) are entitled
to a 50% reduction of the tax rate. The reduced rate applies to taxable income corresponding to gross
turnover of up to IDR 4,800,000,000.
Tax incentives are granted to certain qualifying resident companies investing in certain types of
businesses or regions. The tax incentives consist of the following:
• Accelerated depreciation and amortization.
• Carry forward of a tax loss for a period of 10 years, subject to certain conditions.
• Reduced tax rate of 10% (or lower rate under a double tax treaty) for dividends paid to
non-residents.
• Investment allowance in the form of reduction of net income by 30% of the amount invested in
land and buildings, and plant and equipment. This allowance may be claimed at a rate of 5% each
year over a 6-year period.
To qualify for the above tax incentives, the investment must be a new investment or an investment for
the purpose of expanding a current business. Under a government regulation, 23 categories of
business sectors and 15 other categories of types of industries in certain areas may qualify for the tax
incentives.
CAPITAL GAINS
A 0.1% final withholding tax is imposed on proceeds of sales of publicly listed shares through the
Indonesian stock exchange. An additional tax at a rate of 0.5% of the share value is levied on sales of
founder shares associated with a public offering. Founder shareholders must pay the 0.5% tax within
one (1) month after the shares are listed. Founder shareholders that do not pay the tax by the due date
are subject to income tax on the gains at the ordinary income tax rates.
Capital gains derived by residents are included in taxable income and are subject to tax at the normal
income tax rate. Capital gains derived by non-residents are subject to tax at a rate of 20%. The law
provides that the 20% tax is imposed on an amount of deemed income. The Minister of Finance of
Indonesia established the deemed income for sales of unlisted shares. The deemed income equals
25% of the gross sale proceeds, resulting in an effective tax rate of 5% of the gross sale proceeds. This
rule applies to residents of non-treaty countries and to residents of treaty countries if the applicable
treaty allows Indonesia to tax the income.
Sale or transfer by non-residents of shares in conduit companies or special purpose companies

established or resided in tax haven jurisdictions that have special-relationship with an Indonesian entity
or an Indonesian permanent establishment of foreign entity, is deemed to be a sale or transfer of shares
of the Indonesian entity or the permanent establishment. The regulation provides that the Indonesian
income tax applicable on the transaction will be 5% of gross sale proceeds. The 5% rate is derived from
application of 20% cross-border withholding tax under Article 26 of the Income Tax Law on a profit that
is deemed to be 25% of gross sale proceed. Tax treaty rule will be superseded if the seller of the shares
is a tax resident of a country having tax treaty with Indonesia.
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The trading of our Shares shall be excluded from the above provision as our Company is a
publicly listed company and Singapore has been excluded from Organisation for Economic
Cooperation and Development grey list as of 13 November 2009.
DIVIDENDS
In general, dividends are included in taxable income.
Dividends paid to Indonesian resident corporate taxpayers are subject to withholding tax at the rate of
15%. This tax is an advance payment of the dividend recipient’s tax liability. Tax exemption may apply
if the dividends are paid from retained earnings and if the recipient’s share ownership in the payer of
the dividends represents 25% or more of the paid-in capital. Dividends exempted from tax are not
subject to the 15% withholding tax.
Dividends remitted overseas are subject to a final 20% withholding tax, unless an applicable tax treaty
provides a lower rate. Under the current tax treaty between Indonesia and Singapore, the reduced
withholding tax rate on future dividend distributions from Indonesian subsidiary is 10%.
Dividends received by Indonesian individuals are subject to a final tax with a maximum rate of 10%.
VALUE ADDED TAX (“VAT”)
An amendment of the VAT Law was signed into law by the President of Indonesia on 15 October 2009,
following ratification from the parliament in mid September 2009. The amendment, as provided under
Law Number 42 Year 2009, is the third amendment of the 1983 VAT law (Law Number 8 Year 1983).
The changes will come into effect on 1 April 2010.
VAT is imposed on most goods and services at a rate of 10%. Government regulations can adjust the
rate to as low as 5% and as high as 15%. The tax is generally collected by “VAT-able firms” (entities
which deliver taxable goods or services). These firms are required to submit monthly VAT returns.
VAT Relief
Law No. 42 year 2009 provides a list of goods being exempted from VAT in a more detailed manner.
Under the current VAT legislations, the Indonesian government provides VAT relief in the form of VAT
exemption on importation or acquisition of certain strategic goods, i.e. capital goods used for producing
VAT-able goods and agriculture products such as palm oil FFB.
Under the new VAT Law, non-residents purchasing taxable goods in Indonesia and paying VAT on the
purchase can claim refund of the VAT, subject to fulfillment of certain requirements.
SALES TAX ON LUXURY GOODS (“STLG”)
The highest rate of sales tax on luxurious goods will be 200% (under the current VAT and STLG, the
rate is 75%).
LAND AND BUILDINGS TAX
Land and Building tax is imposed on individuals, companies or organisations that have certain rights to
or obtain benefits from land, or possess, control or obtain benefits from ownership of land and buildings.
The tax is based on the government assessed value (ratable value) of the land and buildings as
determined by the Ministry of Finance. Land value is reassessed every three years in most areas and
every year in rapidly developing areas.
The current tax on land and buildings is 0.3% of the ratable value.
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APPENDIX G
TERMS, CONDITIONS AND PROCEDURES FOR

APPLICATION AND ACCEPTANCE
You are invited to subscribe for the New Shares at the Issue Price, subject to the following terms and
conditions:
1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES OR INTEGRAL

MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF SHARES WILL
BE REJECTED.
2. Your application for the Offer Shares may be made by way of the printed WHITE Offer Shares
Application Forms or by way of applications through ATMs of the Participating Banks (“ATM
Electronic Applications”) or through Internet Banking websites of the relevant Participating
Banks (“Internet Electronic Applications”, which together with ATM Electronic Applications,
shall be referred to as “Electronic Applications”).
Your application for the Placement Shares may only be made by way of the printed BLUE
Placement Shares Application Forms, or such other forms of application as the Sponsor deems
appropriate.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.
3. You (not being an approved nominee company) are allowed to submit ONLY one
application in your own name for the Offer Shares by way of an Offer Shares Application
Form or an Internet Electronic Application.
If you submit an application for the Offer Shares by way of an Application Form, you MAY
NOT submit another application for the Offer Shares by way of an Electronic Application
and vice versa. Such separate applications shall be deemed to be multiple applications
and will be liable to be rejected at our discretion.
If you submit an application for Offer Shares by way of an ATM Electronic Application, you
MAY NOT submit another application for Offer Shares by way of an Internet Electronic
Application and vice versa. Such separate applications shall be deemed to be multiple
applications and will be liable to be rejected at our discretion.
If you, being other than an approved nominee company, have submitted an application for
the Offer Shares in your own name, you should not submit any other application for the
Offer Shares, whether by way of an Application Form or by way of an Electronic
Application, for any other person. Such separate applications shall be deemed to be
multiple applications and will be liable to be rejected at our discretion.
You (not being an approved nominee company) are allowed to submit ONLY one
application in your own name for the Placement Shares by way of a Placement Shares
Application Form. Any separate applications by you for the Placement Shares shall be
deemed to be multiple applications and we have the discretion whether to accept or reject
such multiple applications.
If you, being other than an approved nominee company, have submitted an application for
Placement Shares in your own name, you should not submit any other application for
Placement Shares for any other person. Such separate application shall be deemed to be
multiple applications and will be liable to be rejected at our discretion.
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If you have made an application for Placement Shares, and you have also made a separate
application for Offer Shares either by way of an Application Form or through an Electronic
Application, we shall have the discretion to either (i) reject both of such separate
applications or (ii) accept any one (but not the other) out of such separate applications.
Conversely, if you have made an application for Offer Shares either by way of an
Application Form or by way of an Electronic Application, and you have also made a
separate application for Placement Shares, we shall have the discretion to either (i) reject
both of such separate applications or (ii) accept any one (but not the other) out of such
separate applications.
Joint applications for the New Shares shall be rejected. Multiple applications for the New
Shares will be liable to be rejected at our discretion. If you submit or procure submissions
of multiple share applications (whether for the Offer Shares, the Placement Shares or both
the Offer Shares and the Placement Shares), you may be deemed to have committed an
offence under the Penal Code, Chapter 224 of Singapore and the Securities and Futures
Act, Chapter 289 of Singapore, and your applications may be referred to the relevant
authorities for investigation. Multiple applications or those appearing to be or suspected
of being multiple applications may be liable to be rejected at our discretion.
4. We will not accept applications from any person under the age of 21 years, undischarged
bankrupts, sole proprietorships, partnerships or non-corporate bodies, joint Securities Account
holders of CDP and from applicants whose addresses (as furnished in their Application Forms or,
in the case of Electronic Applications, contained in the records of the relevant Participating Banks,
as the case may be) bear post office box numbers. No person acting or purporting to act on behalf
of a deceased person is allowed to apply under the Securities Account with CDP in the deceased
name at the time of application.
5. We will not recognise the existence of a trust. Any application by a trustee or trustees must be
made in his/her/their own name(s) and without qualification or, where the application is made by
way of a printed Application Form by a nominee, in the name(s) of an approved nominee company
or approved nominee companies after complying with paragraph 6 below.
6. WE WILL ONLY ACCEPT APPLICATIONS FROM APPROVED NOMINEE COMPANIES.

Approved nominee companies are defined as banks, merchant banks, finance companies,
insurance companies and licensed securities dealers in Singapore and nominee companies
controlled by them. Applications made by persons acting as nominees other than approved
nominee companies shall be rejected.
7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A

SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR
APPLICATION. If you do not have an existing Securities Account with CDP in your own name at
the time of your application, your application will be rejected (if you apply by way of an Application
Form), or you will not be able to complete your Electronic Application (if you apply by way of an
Electronic Application). If you have an existing Securities Account with CDP but fail to provide your
Securities Account number or provide an incorrect Securities Account number in Section B of the
Application Form or in your Electronic Application, as the case may be, your application is liable
to be rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars
such as name, NRIC/passport number, nationality, permanent residence status and CDP
Securities Account number provided in your Application Form, or in the case of an Electronic
Application, contained in the records of the relevant Participating Bank at the time of your
Electronic Application, as the case may be, differ from those particulars in your Securities Account
as maintained with CDP. If you have more than one individual direct Securities Account with CDP,
your application shall be rejected.
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8. If your address as stated in the Application Form or, in the case of an Electronic
Application, contained in the records of the relevant Participating Bank, as the case may
be, is different from the address registered with CDP, you must inform CDP of your updated
address promptly, failing which the notification letter on successful allotment and other
correspondences from CDP will be sent to your address last registered with CDP.
9. We reserve the right to reject any application which does not conform strictly to the
instructions set out in the Application Forms and in this Offer Document or which does not
comply with the instructions for Electronic Applications or with the terms and conditions
of this Offer Document or, in the case of an application by way of an Application Form,
which is illegible, incomplete, incorrectly completed or which is accompanied by an
improperly drawn up or improper form of remittance. We further reserve the right to treat
as valid any applications not completed or submitted or effected in all respects in
accordance with the instructions set out in the Application Forms or the instructions for
Electronic Applications or the terms and conditions of this Offer Document, and also to
present for payment or other processes all remittances at any time after receipt and to
have full access to all information relating to, or deriving from, such remittances or the
processing thereof.
10. We reserve the right to reject or to accept, in whole or in part, or to scale down or to ballot any
application, without assigning any reason therefor, and no enquiry and/or correspondence on our
decision with regards hereto will be entertained. This right applies to applications made by way of
Application Forms and by way of Electronic Applications. In deciding the basis of allotment which
shall be at our discretion, due consideration will be given to the desirability of allotting the New
Shares to a reasonable number of applicants with a view to establishing an adequate market for
our Shares.
11. Share certificates will be registered in the name of CDP or its nominee and will be forwarded only
to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the
close of the Application List, a statement of account stating that your Securities Account has been
credited with the number of New Shares allotted to you, if your application is successful. This will
be the only acknowledgement of application monies received and is not an acknowledgement by
our Company. You irrevocably authorise CDP to complete and sign on your behalf any documents
required for the issue of the New Shares allotted to you. This authorisation applies to applications
made by way of Application Forms and by way of Electronic Applications.
12. In the event of an under-subscription for the Offer Shares as at the close of the Application List,
that number of Offer Shares under-subscribed shall be made available to satisfy applications for
the Placement Shares to the extent that there is an over-subscription for the Placement Shares
as at the close of the Application List.
In the event of an under-subscription for the Placement Shares as at the close of the Application
List, that number of Placement Shares under-subscribed shall be made available to satisfy
applications for the Offer Shares to the extent that there is an over-subscription for the Offer
Shares as at the close of the Application List.
In the event of an over-subscription for Offer Shares as at the close of the Application List and/or
the Placement Shares are fully subscribed or over-subscribed as at the close of the Application
List, the successful applications for the Offer Shares will be determined by ballot or otherwise as
determined by our Directors after consultation with the Manager and Sponsor and approved by
the SGX-ST.
In all of the above instances, the basis of allotment of the New Shares as may be decided upon
by our Directors in ensuring a reasonable spread of shareholders of our Company, shall be made
public, as soon as practicable, via an announcement through the SGX-ST and through a paid
advertisement in a local newspaper.
G-3
13. You irrevocably authorise CDP to disclose the outcome of your application, including the number
of New Shares allotted to you pursuant to your application, to us, the Manager and Sponsor, the
Underwriter and Placement Agent and, any other parties so authorised by the foregoing persons.
14. Any reference to “you” or the “applicant” in this section shall include an individual, a corporation,
an approved nominee company and trustee applying for the Offer Shares by way of an Application
Form or by way of an Electronic Application and a person applying for the Placement Shares.
15. By completing and delivering an Application Form or by making and completing an Electronic
Application (in the case of an ATM Electronic Application) by pressing the “Enter” or “OK” or
“Confirm” or “Yes” key or any other relevant key on the ATM (as the case may be) or by (in the
case of an Internet Electronic Application) clicking “Submit” or “Continue” or “Yes” or “Confirm” or
any other relevant button on the IB website screen of the relevant Participating Banks (as the case
may be) in accordance with the provisions of this Offer Document, you:
(a) irrevocably offer, agree and undertake to subscribe for and/or purchase the number of New
Shares specified in your application (or such smaller number for which the application is
accepted) at the Issue Price for each New Share and agree that you will accept such New
Shares as may be allotted to you, on the terms of, and subject to the conditions set out in
this Offer Document and the Memorandum and Articles of Association of our Company;
(b) warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such information,
representations and declarations will be relied on by our Company in determining whether
to accept your application and/or whether to allot any New Shares to you;
(c) agree that in the event of any inconsistency between the terms and conditions for application
set out in this Offer Document and those set out in the IB websites or ATMs of the relevant
Participating Banks, the terms and conditions set out in this Offer Document shall prevail;
(d) agree that the aggregate Issue Price for the New Shares applied for is due and payable to
the Company upon application; and
(e) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to
your application, you have complied with all such laws and none of our Company, the
Manager and Sponsor, the Underwriter and/or the Placement Agent will infringe any such
laws as a result of the acceptance of your application.
16. Our acceptance of applications will be conditional upon, inter alia, us being satisfied that:
(a) permission has been granted by the SGX-ST to deal in and for quotation of all our existing
Shares and the New Shares on the Official List of the Catalist;
(b) the Management Agreement, the Underwriting Agreement and Placement Agreement
referred to in the section “Plan of Distribution” of this Offer Document have become
unconditional and have not been terminated or cancelled prior to such date as we may
determine; and
(c) the SGX-ST, acting as an agent on behalf of the Authority, has not served a stop order (“Stop
order”) which directs that no or no further shares to which this Offer Document relates be
allotted.
17. In the event that a Stop order in respect of the New Shares is served by the SGX-ST, acting as
an agent on behalf of the Authority, and
(a) in the case where the New Shares have not been issued, all applications shall be deemed
to have been withdrawn and cancelled and our Company shall refund (at your own risk) all
G-4
monies paid on account of your application of the New Shares (without interest or any share
of revenue or other benefit arising therefrom) to you within 14 days of the date of the Stop
order; or
(b) in the case where the New Shares have already been issued but trading has not
commenced, the issue of the New Shares shall be deemed to be void and our Company
shall, within 14 days from the date of the Stop order, refund (at your own risk) all monies paid
on account of your application for the New Shares (without interest or any share of revenue
or other benefit arising therefrom).
This shall not apply where only an interim Stop Order has been served.
18. In the event that an interim Stop Order in respect of the New Shares is served by the SGX-ST,
acting as an agent on behalf of the Authority, or other competent authority, no New Shares shall
be issued, to during the time when the interim Stop Order is in force.
19. The SGX-ST, acting as an agent on behalf of the Authority, is not able to serve a Stop Order in
respect of the New Shares if the New Shares have been issued, listed for quotation on a securities
exchange and trading in the New Shares has commenced.
20. We will not hold any application in reserve.
21. We will not allot Shares on the basis of this Offer Document later than six (6) months after the date
of this Offer Document.
22. Additional terms and conditions for applications by way of Application Forms are set out in this
Appendix entitled “Additional Terms and Conditions for Applications Using Printed Application
Forms” on pages G-5 to G-9 of this Offer Document.
23. Additional terms and conditions for applications by way of Electronic Applications are set out in the
section entitled “Additional Terms and Conditions for Electronic Applications” on pages G-9 to
G-13 of this Offer Document.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING PRINTED APPLICATION

FORMS
You shall make an application by way of an Application Form on and subject to the terms and conditions
of this Offer Document including but not limited to the terms and conditions appearing below as well as
those set out in the section “Terms, Conditions And Procedures For Application And Acceptance” as
well as the Memorandum and Articles of Association of our Company.
1. Your application for the Offer Shares must be made using the WHITE Offer Shares Application
Forms and WHITE official envelopes “A” and “B” accompanying and forming part of this Offer
Document.
Your application for the Placement Shares must be made using the BLUE Placement Shares
Application Forms accompanying and forming part of this Offer Document.
We draw your attention to the detailed instructions contained in the respective Application Forms
and this Offer Document for the completion of the Application Forms which must be carefully
followed. We reserve the right to reject applications which do not conform strictly to the
instructions set out in the Application Forms and this Offer Document or to the terms and
conditions of this Offer Document or which are illegible, incomplete, incorrectly completed
or which are accompanied by improperly drawn remittances or improper form of
remittances.
G-5
2. Your Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS.
3. All spaces in the Application Forms, except those under the heading “FOR OFFICIAL USE
ONLY”, must be completed and the words “NOT APPLICABLE” or “N.A.” should be written in any
space that is not applicable.
4. Individuals, corporations, approved nominee companies and trustees must give their names in
full. You must make your application, in the case of individuals, in your full names as they appear
in your identity card (if applicants have such identification documents) or in your passport and, in
the case of corporations, in your full names as registered with a competent authority. If you are
not an individual, you must complete the Application Form under the hand of an official who must
state the name and capacity in which he signs the Application Form. If you are a corporation
completing the Application Form, you are required to affix your Common Seal (if any) in
accordance with your Memorandum and Articles of Association or equivalent constitutive
documents. If you are a corporate applicant and your application is successful, a copy of your
Memorandum and Articles of Association or equivalent constitutive documents must be lodged
with our Company’s Share Registrar and Share Transfer Office. We reserve the right to require
you to produce documentary proof of identification for verification purposes.
5. (a) You must complete Sections A and B and sign on page 1 of the Application Form.
(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form.
Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form
with particulars of the beneficial owner(s).
(c) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be,
on page 1 of the Application Form, your application is liable to be rejected.
6. You, whether an individual or corporate applicant, whether incorporated or unincorporated and

wherever incorporated or constituted, will be required to declare whether you are a citizen or
permanent resident of Singapore or a corporation in which citizens or permanent residents of
Singapore or any body corporate constituted under any statute of Singapore have an interest in
the aggregate of more than 50.0% of the issued share capital of or interests in such corporations.
If you are an approved nominee company, you are required to declare whether the beneficial
owner of the New Shares is a citizen or permanent resident of Singapore or a corporation,
whether incorporated or unincorporated and wherever incorporated or constituted, in which
citizens or permanent residents of Singapore or any body corporate whether incorporated or
unincorporated and wherever incorporated or constituted under any statute of Singapore have an
interest in the aggregate of more than 50 per cent of the issued share capital of or interests in such
corporation.
7. You may only apply for the New Shares using cash. Your application must be accompanied by a
remittance in Singapore currency for the full amount payable, in respect of the number of New
Shares applied for, in the form of a BANKER’S DRAFT or CASHIER’S ORDER drawn on a bank
in Singapore, made out in favour of “MALACCA TRUST SHARE ISSUE ACCOUNT” crossed
“A/C PAYEE ONLY”, with your name and address of the applicant written clearly on the reverse
side. We will not accept applications not accompanied by any payment or accompanied by
any other form of payment. We will reject remittances bearing “NOT TRANSFERABLE” or “NON
TRANSFERABLE” crossings. No acknowledgement or receipt will be issued by us or the Manager
and Sponsor for applications and application monies received.
8. Unsuccessful applications are expected to be returned (without interest or any share of revenue
or other benefit arising therefrom) to you by ordinary post within 24 hours of balloting at your own
risk. Where your application is rejected or accepted in part only, the full amount or the balance of
G-6
the application monies, as the case may be, will be refunded (without interest or any share of
revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14
Market Days after the close of the Application List, provided that the remittance accompanying
such application which has been presented for payment or other processes has been honoured
and application monies have been received in the designated share issue account. In the event
that the Invitation is cancelled by us following the termination of the Management Agreement
and/or the Underwriting Agreement and Placement Agreement, the application monies received
will be refunded (without interest or any share of revenue or any other benefit arising therefrom)
to you by ordinary post at your own risk within 5 days of the termination of the Invitation. In the
event that the Invitation is cancelled by us following the issuance of a Stop Order by the SGX-ST,
acting as an agent on behalf of the Authority, the application monies received will be refunded
(without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post
at your own risk within 14 days from the date of the Stop Order.
9. Capitalised terms used in the Application Forms and defined in this Offer Document shall bear the
meanings assigned to them in this Offer Document.
10. By completing and delivering the Application Form, you agree that:
(a) in consideration of our Company having distributed the Application Form to you and
agreeing to close the Application List at 12.00 noon on 22 July 2011 or such other time or
date as our Directors may, in consultation with the Manager and Sponsor, decide:
(i) your application is irrevocable; and
(ii) your remittance will be honoured on first presentation and that any application monies
returnable may be held pending clearance of your payment without interest or any
share of revenue or other benefit arising therefrom;
(b) all applications, acceptances and contracts resulting therefrom under the Invitation shall be
governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
(c) in respect of the New Shares for which your application has been received and not rejected,
acceptance of your application shall be constituted by written notification by or on behalf of
the Company and not otherwise, notwithstanding any remittance being presented for
payment by or on behalf of our Company;
(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;
(e) in making your application, reliance is placed solely on the information contained in this Offer
Document and that none of our Company, the Manager and Sponsor, the Underwriter and
Placement Agent or any other person involved in the Invitation shall have any liability for any
information not so contained;
(f) you consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number, and share application amount
to our Share Registrar, CDP, SGX-ST, our Company, the Manager and Sponsor, the
Underwriter and Placement Agent or other authorised operators; and
(g) you irrevocably agree and undertake to subscribe for and/or purchase the number of New
Shares applied for as stated in the Application Form or any smaller number of such New
Shares that may be allotted to you in respect of your application. In the event that our
Company decides to allot any smaller number of New Shares or not to allot any New Shares
to you, you agree to accept such decision as final.
G-7
(h) you irrevocably authorise CDP to complete and sign on your behalf as transferee or
renouncee any instrument of transfer and/or other documents required for the issue or
transfer of the New Shares that may be allotted to you.
Applications for the Offer Shares
1. Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Form
and WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosed in each
envelope.
2. You must:
(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together
with your correct remittance in accordance with the terms and conditions of this Offer
Document, in the WHITE official envelope “A” provided;
(b) in the appropriate spaces on the WHITE official envelope “A”:
(i) write your name and address;
(ii) state the number of Offer Shares applied for; and
(iii) affix adequate Singapore postage if despatching by ordinary post;
(c) seal the WHITE official envelope “A”;
(d) write, in the special box provided on the larger WHITE official envelope “B” addressed to
Malacca Trust Limited c/o Tricor Barbinder Share Registration Services, 8 Cross
Street #11-00, PWC Building, Singapore 048424, the number of Offer Shares for which the
application is made; and
(e) insert WHITE official envelope “A” into WHITE official envelope “B”, seal WHITE official
envelope “B”, affix adequate Singapore postage on WHITE official envelope “B” (if
despatched by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR
DELIVER BY HAND, the documents at your own risk, to Malacca Trust Limited c/o Tricor
Barbinder Share Registration Services, 8 Cross Street #11-00, PWC Building,
Singapore 048424, to arrive by 12.00 noon on 22 July 2011 or such other time or date
as our Company may, in consultation with the Manager and Sponsor, decide. Local
Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will
be issued for any application or remittance received.
3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly

drawn remittances or improper form of remittance or which are not honoured upon their first
presentation are liable to be rejected.
Applications for Placement Shares
1. Your application for Placement Shares MUST be made using the BLUE Placement Shares
Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope.
2. The completed and signed BLUE Placement Shares Application Form and your remittance in full
in respect of the number of Placement Shares applied for in accordance with the terms and
conditions of this Offer Document, with your name and address written clearly on the reverse side,
must be enclosed and sealed in an envelope to be provided by you. You must affix adequate
Singapore postage (if despatching by ordinary post) and thereafter, the sealed envelope must be
DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND, at your own risk, to Malacca
Trust Limited c/o Tricor Barbinder Share Registration Services, 8 Cross Street #11-00, PWC
G-8
Building, Singapore 048424, to arrive by 12.00 noon on 22 July 2011 or such other time as
our Company may, in consultation with the Manager and Sponsor, decide. Local Urgent
Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for
any application or remittance received.
3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly

drawn remittances or improper form of remittance or which are not honoured upon their first
presentation are liable to be rejected.
ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM
Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of
the relevant Participating Banks. Currently, UOB Group and DBS Bank are the only participating Banks
through which Internet Electronic Applications can be made. For illustration purposes, the procedures
for Electronic Applications through ATMs and the IB website of UOB Group are set out, respectively, in
the “Steps for an ATM Electronic Application through the ATMs of UOB Group” and the “Steps for an
Internet Electronic Application through the IB website of UOB Group” (collectively, the “Steps”)
appearing below. The Steps set out the actions that you must take at an ATM or the IB website of UOB
Group to complete an Electronic Application. Please read carefully the terms of this Offer Document,
the Steps and the terms and conditions for Electronic Applications set out below before making an
Electronic Application. Any reference to “you” or the “applicant” in the “Additional Terms and Conditions
for Electronic Applications” and the Steps shall refer to you making an application for Offer Shares
through an ATM or the IB website of a relevant Participating Bank.
You must have an existing bank account with and be an ATM cardholder of one of the Participating
Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one
Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating
Banks. For an Internet Electronic Application, you must have an existing bank account with and an IB
User Identification (“User ID”) and a Personal Identification Number/Password (“PIN”) given by a
relevant Participating Bank. The Steps set out the actions that you must take at ATMs or the IB website
of UOB Group to complete an Electronic Application. The actions that you must take at ATMs or the IB
websites of other Participating Banks are set out on the ATM screens or the IB website screens of the
relevant Participating Banks. Upon the completion of your ATM Electronic Application transaction, you
will receive an ATM transaction slip (“Transaction Record”), confirming the details of your Electronic
Application. Upon completion of your Internet Electronic Application, through the IB website of UOB
Group, there will be an on-screen confirmation (“Confirmation Screen”) of the application which can
be printed out for your record. The Transaction Record or your printed record of the Confirmation
Screen is for your retention and should not be submitted with any Application Form.
You must ensure that you enter your own Securities Account number when using the ATM card
issued to you in your own name. If you fail to use an ATM card issued in your own name or do
not key in your own Securities Account number, your application will be rejected. If you operate
a joint bank account with any of the Participating Banks, you must ensure that you enter your
own Securities Account number when using the ATM card issued to you in your own name.
Using your own Securities Account number with an ATM card which is not issued to you in your
own name will render your ATM Electronic Application liable to be rejected.
You must ensure, when making an Internet Electronic Application, that your mailing address for the
purpose of the application is in Singapore and the application is being made in Singapore and you will
be asked to declare accordingly. Otherwise, your application is liable to be rejected. In this connection,
you will be asked to declare that you are in Singapore at the time when you make the application.
G-9
Your Electronic Application shall be made on the terms and subject to the conditions of this Offer
Document including but not limited to the terms and conditions appearing below and those set out in
the section “Terms, Conditions And Procedures For Application And Acceptance” as well as the
Memorandum and Articles of Association of our Company.
1. In connection with your Electronic Application for the Offer Shares, you are required to confirm
statements to the following effect in the course of activating the Electronic Application:
(a) that you have received a copy of this Offer Document (in the case of ATM Electronic
Applications only) and have read, understood and agreed to all the terms and
conditions of application for the Offer Shares and this Offer Document prior to
effecting the Electronic Application and agree to be bound by the same;
(b) that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, CPF
investment account number (if applicable) and share application details (the
“Relevant Particulars”) from your account with that relevant Participating Bank to our
Share Registrar, CDP, CPF, SGX-ST, our Company, the Manager and Sponsor, the
Underwriter and Placement Agent or other authorised operators (the “Relevant
Parties”); and
(c) that this is your only application for Offer Shares and it is made in your own name and
at your own risk.
Your application will not be successfully completed and cannot be recorded as a completed
transaction unless you press the “Enter” or “OK” or “Confirm” or “Yes” key or any other relevant
key in the ATM or click “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant
button on the IB website screen. By doing so, you signify your confirmation of each of the above
three (3) statements. In respect of statement 1(b) above, your confirmation by pressing the “Enter”
or “OK” or “Confirm” or “Yes” key in the ATM, or clicking “OK” or “Submit” or “Confirm” or
“Continue” or “Yes” or any other relevant button on the internet screen, shall signify and shall be
treated as your written permission, given in accordance with the relevant laws of Singapore
including Section 47(2) of the Banking Act, Chapter 19 of Singapore to the disclosure by that
relevant Participating Bank of the Relevant Particulars to the Relevant Parties.
2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT

APPLYING FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY
ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU
AS BENEFICIAL OWNER.
YOU SHALL MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND
SHALL NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT THE
ATMS OR THE IB WEBSITES (IF ANY) OF ANY PARTICIPATING BANK OR ON THE
APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES ON AN
APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR
OFFER SHARES AND VICE VERSA.
3. You must have sufficient funds in your bank account with your Participating Bank at the time you
make your Electronic Application at the ATM or the IB Website of the relevant Participating Bank,
failing which such Electronic Application will not be completed or accepted. Any Electronic
Application made at the ATM or the IB Website of the relevant Participating Bank which
does not conform strictly to the instructions set out in this Offer Document or on the
screens of the ATM or the IB website of the relevant Participating Bank through which your
Electronic Application is being made shall be rejected.
G-10
You may make an ATM Electronic Application at the ATM of any Participating Bank or an Internet
Electronic Application at the IB website of a relevant Participating Bank for Offer Shares using
cash only by authorising such Participating Bank to deduct the full amount payable from your
account with such Participating Bank.
4. You irrevocably agree and undertake to subscribe for and/or purchase and to accept the number
of Offer Shares applied for as stated on the Transaction Record or the Confirmation Screen or any
lesser number of Offer Shares that may be allotted to you in respect of your Electronic Application.
In the event that we decide to allot any lesser number of such Offer Shares or not to allot any Offer
Shares to you, you agree to accept such decision as final. If your Electronic Application is
successful, your confirmation (by your action of pressing the “Enter” or “OK” or “Confirm” or “Yes”
key or any other relevant key on the ATM or clicking “Confirm” or “OK” or “Submit” or “Continue”
or “Yes” or any other relevant button on the IB website screen) of the number of Offer Shares
applied for shall signify and shall be treated as your acceptance of the number of Offer Shares that
may be allotted to you and your agreement to be bound by the Memorandum and Articles of
Association of our Company. You also irrevocably authorise CDP to complete and sign on your
behalf as transferee or renouncee any instrument of transfer and/or other documents required for
the issue or transfer of the New Shares that may be allotted and/or allocated to you.
5. We will not keep any applications in reserve. Where your Electronic Application is
unsuccessful, the full amount of the application monies will be refunded in Singapore currency
(without interest or any share of revenue or other benefit arising therefrom) to you by being
automatically credited to your account with your Participating Bank within 24 hours of balloting
provided that the remittance in respect of such application which has been presented for payment
or other processes has been honoured and the application monies have been received in the
designated share issue account.
Where your Electronic Application is rejected or accepted in part only, the full amount or the
balance of the application monies, as the case may be, will be refunded in Singapore currency
(without interest or any share of revenue or other benefit arising therefrom) to you by being
automatically credited to your account with your Participating Bank within 14 days after the close
of the Application List provided that the remittance in respect of such application which has been
presented for payment or other processes has been honoured and the application monies have
been received in the designated share issue account.
Responsibility for timely refund of application monies from unsuccessful or partially

successful Electronic Applications lies solely with the respective Participating Banks.
Therefore, you are strongly advised to consult your Participating Bank on the status of
your Electronic Application and/or the refund of any monies to you from an unsuccessful
or partially successful Electronic Application, to determine the exact number of Offer
Shares allotted to you before trading the Offer Shares on the Catalist. You may also call
CDP Phone at 6535 7511 to check the provisional results of your application by using your
T-pin (issued by CDP upon your application for the service) and keying in the stock code
(that will be made available together with the results of the allotment via an announcement
through the SGX-ST and by advertisement in a generally circulating daily press). To sign
up for the service, you may contact CDP customer service officers. Neither SGX-ST, the
CDP, the Participating Banks, our Company nor the Manager and Sponsor, the Underwriter
and Placement Agent assumes any responsibility for any loss that may be incurred as a
result of you having to cover any net sell positions or from buy-in procedures activated by
the SGX-ST.
6. If your Electronic Application is unsuccessful, no notification will be sent by the relevant

Participating Banks.
G-11
If you make an ATM Electronic Application through the ATM or IB website of the following
Participating Banks, you may check the results of your Electronic Application as follows:
Available at Service
Bank Telephone ATM/Internet Operating Hours Expected from
UOB 1800 222 2121 ATM (Other Transactions — ATM/Phone Evening of the
Group “IPO Enquiry”)(1) Banking — 24 balloting day
http://www.uobgroup.com(1),(2) hours a day
Evening of the
Internet Banking balloting day
— 24 hours a
day
DBS 1800 339 6666 Internet Banking 24 hours a day Evening of the
Bank (POSB Account http://www.dbs.com(2) balloting day
holders)
1800 111 1111
(DBS Account
holders)
OCBC 1800 363 3333 ATM/Phone Banking/Internet 24 hours a day Evening of the
Bank Banking/http:www.ocbc.com(3) balloting day
Notes:
(1) If you have made your Electronic Application through the ATMs or IB Website of UOB Group, you may check the
results of your application through UOB Personal Internet Banking, UOB Group ATMs or UOB Phone Banking
Services.
(2) If you have made your Electronic Application through the IB Website of UOB Group or DBS Bank, you may check your
results through the same channels listed in the table above in relation to ATM Electronic Applications made at ATMs
of UOB Group or DBS Bank.
(3) If you have made your Electronic Application through the ATMs of OCBC, you may check your results through OCBC
Personal Internet Banking, OCBC ATMs or OCBC Phone Banking Services.
7. Electronic Applications shall close at 12.00 noon on 22 July 2011 or such other time and date as
our Company may, in consultation with the Manager and Sponsor and the Underwriter and
Placement Agent, decide. Subject to paragraph 9 below, an Internet Electronic Application is
deemed to be received only upon its completion, that is, when there is an on-screen confirmation
of the application.
8. You are deemed to have irrevocably requested and authorised us to:
(a) register the Offer Shares allotted to you in the name of CDP for deposit into your Securities
Account;
(b) send the relevant Share certificate(s) to CDP;
(c) return or refund (without interest or any share of revenue or other benefit arising therefrom)
the application monies in Singapore currency, should your Electronic Application be
rejected, by automatically crediting your bank account with your Participating Bank with the
relevant amount within 24 hours of balloting; and
(d) return or refund (without interest or any share of revenue or other benefit arising therefrom)
the balance of the application monies in Singapore currency, should your Electronic
Application be accepted in part only, by automatically crediting your bank account with your
Participating Bank with the relevant amount within 14 Market Days after the close of the
Application List. Provided that the remittance in respect of such application which has been
presented for payment and such other processes have been honoured and application
monies received in the designated shares issue account.
G-12
9. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God
and other events beyond the control of the Participating Banks and if, in any such event, our
Company, the Manager and Sponsor and/or the relevant Participating Bank does not receive your
Electronic Application, or data relating to your Electronic Application or the tape or any other
devices containing such data is lost, corrupted, destroyed or not otherwise accessible, whether
wholly or partially for whatever reason, you shall be deemed not to have made an Electronic
Application and you shall have no claim whatsoever against our Company, the Manager and
Sponsor, the Underwriter and Placement Agent and/or the relevant Participating Bank for Offer
Shares applied for or for any compensation, loss or damage.
10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must be
made in his own name(s) and without qualification. We will reject any application by any person
acting as nominee, except those made by approved nominee companies only.
11. All your particulars in the records of your Participating Bank at the time you make your Electronic
Application shall be deemed to be true and correct and your Participating Bank and the Relevant
Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your
particulars after making your Electronic Application, you shall promptly notify your Participating
Bank.
12. You should ensure that your personal particulars as recorded by both CDP and the
relevant Participating Bank are correct and identical. Otherwise, your Electronic
Application is liable to be rejected. You should promptly inform CDP of any change in address,
failing which the notification letter on successful allotment and other correspondence from the
CDP will be sent to your address last registered with CDP.
13. By making and completing an Electronic Application, you are deemed to have agreed that:
(a) in consideration of us making available the Electronic Application facility, through the
Participating Banks acting as our agents, at the ATMs and the IB websites (if any):
(i) your Electronic Application is irrevocable; and
(ii) your Electronic Application, the acceptance by us and the contract resulting therefrom
under the Invitation shall be governed by and construed in accordance with the laws of
Singapore and you irrevocably submit to the non-exclusive jurisdiction of the
Singapore courts;
(b) neither our Company, the Manager and Sponsor, the Underwriter and Placement Agent, the
Participating Banks nor the CPF Board shall be liable for any delays, failures or inaccuracies
in the recording, storage or in the transmission or delivery of data relating to your Electronic
Application to us or CDP due to breakdowns or failure of transmission, delivery or
communication facilities or any risks referred to in paragraph 9 above or to any cause
beyond their respective controls;
(c) in respect of Offer Shares for which your Electronic Application has been successfully
completed and not rejected, acceptance of your Electronic Application shall be constituted
by written notification by or on behalf of our Company and not otherwise, notwithstanding
any payment received by or on behalf of our Company;
(d) you will not be entitled to exercise any remedy of rescission or misrepresentation at any time
after acceptance of your application; and
(e) in making your application, reliance is placed solely on the information contained in this Offer
Document and that neither our Company, the Manager and Sponsor, the Underwriter and
Placement Agent nor any other person involved in the Invitation shall have any liability for
any information not so contained.
G-13
STEPS FOR ELECTRONIC APPLICATIONS THROUGH THE ATMS AND IB WEBSITE OF UOB
GROUP
The instructions for Electronic Applications will appear on the ATM screens and IB website screens of
the relevant Participating Banks. For illustration purposes, the steps for making an Electronic
Application through UOB Group’s ATMs or through the IB website of UOB Group are shown below.
Instructions for Electronic Applications appearing on the ATM screens and the IB website screens (if
any) of the relevant Participating Banks other than UOB Group, may differ from those represented
below.
Due to space constraints on UOB Group’s ATM screen, the following terms will appear in abbreviated
form:
“&” : and
“A/C” and “A/CS” : ACCOUNT AND ACCOUNTS, respectively
“ADDR” : ADDRESS
“AMT” : AMOUNT
“APPLN” : APPLICATION
“CDP” : THE CENTRAL DEPOSITORY (PTE) LIMITED
“CPF” : THE CENTRAL PROVIDENT FUND
“CPFINVT A/C” : CPF INVESTMENT ACCOUNT
“ESA” : ELECTRONIC SHARE APPLICATION
“IC/PSSPT” : NRIC or PASSPORT NUMBER
“NO” or “NO.” : NUMBER
“PERSONAL NO” : PERSONAL IDENTIFICATION NUMBER
“REGISTRARS” : SHARE REGISTRARS
“UOB/ICB CPFIS” : UOB or ICB CPF INVESTMENT SCHEME
“YR” : YOUR
G-14
Steps for an ATM Electronic Application through ATMs of UOB Group
1: Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key in your personal
identification number.
2: Select “CASHCARD/OTHER TRANSACTIONS”.
3: Select “SECURITIES APPLICATION”.
4: Select the share counter you wish to apply for.
5: Read and understand the following statements which will appear on the screen:
— THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR

ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR
SUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESE
SECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE AN APPLICATION IN
THE MANNER SET OUT IN THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY
DOCUMENTS
(Press “ENTER” key to continue)
— PLEASE CALL 1800 222 2121 IF YOU WOULD LIKE TO FIND OUT WHERE YOU CAN
OBTAIN A COPY OF THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY
DOCUMENT
— WHERE APPLICABLE, A COPY OF THE PROSPECTUS/DOCUMENT OR

SUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND REGISTERED BY THE
MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR
THE CONTENTS OF THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY
DOCUMENT
(Press “ENTER” key to confirm that you have read and understood the above statements)
6: Read and understand the following terms which will appear on the screen:
— YOU HAVE READ, UNDERSTOOD & AGREED TO ALL TERMS OF THE PROSPECTUS/
DOCUMENT/SUPPLEMENTARY DOCUMENT AND THIS ELECTRONIC APPLICATION
— YOU CONSENT TO DISCLOSE YR NAME, IC/PSSPT, NATIONALITY, ADDR, APPLN

AMT, CPFINVT A/C NO AND CDP A/C NO FROM YR A/CS TO CDP, CPF, REGISTRARS
AND ISSUER
— THIS IS YR ONLY FIXED PRICE APPLN & IS IN YR NAME AND AT YR RISK
(Press “ENTER” key to confirm)
7: Screen will display:
NRIC/Passport No. XXXXXXXXXXX
IF YOUR NRIC/PASSPORT NO. IS INCORRECT, PLEASE CANCEL THE TRANSACTION AND

NOTIFY THE BRANCH PERSONALLY.
(Press “CANCEL” or “CONFIRM”)
G-15
8: Select mode of payment i.e. “CASH ONLY”. You will be prompted to select Cash Account type to
debit (i.e. “CURRENT ACCOUNT/I-ACCOUNT”, “CAMPUS” OR “SAVINGS ACCOUNT/
TXACCOUNT”). Should you have a few accounts linked to your ATM card, a list of linked account
numbers will be displayed for you to select.
9: After you have selected the account, your CDP Securities Account number will be displayed for
you to confirm or change. (This screen with your CDP Securities Account number will be shown
for applicants whose CDP Securities Account number is already stored in the UOB Group’s ATM
system). For an applicant who is using UOB Group’s ATM to apply for Shares for the first time, the
CDP Securities Account number will not be stored in UOB Group’s ATM system, hence the screen
below will be displayed to you for your input of CDP Securities Account number.
Read and understand the following terms which will appear on the screen:
— PLEASE DO NOT APPLY FOR YOUR JOINT A/C HOLDER OR OTHER THIRD PARTIES
— PLEASE USE YOUR OWN ATM CARD
— DO NOT KEY IN THE CDP A/C NO. OF YOUR JOINT A/C HOLDER OR OTHER THIRD
PARTIES
— KEY IN YOUR CDP A/C NO. (12 DIGITS) 1681-XXXX-XXXX
— PRESS ENTER KEY
10: Key in your CDP Securities Account number (12-digits) and press the “ENTER” key.
11: Select your nationality status.
12: Key in the number of Shares you wish to apply for and press the “ENTER” key.
13: Check the details of your Electronic Application on the screen and press the “ENTER” key to
confirm your Electronic Application.
14: Select “NO” if you do not wish to make further transactions and remove the Transaction Record.
You should keep the Transaction Record for your own reference only.
Owing to space constraints on UOB Group’s IB website screen, the following terms will appear in
abbreviated form:
“CDP” : The Central Depository (Pte) Limited
“CPF” : The Central Provident Fund
“NRIC” or “I/C” : National Registration Identity Card
“PR” : Permanent Resident
“SGD” or “$” : Singapore Dollars
“SGX” : Singapore Exchange Securities Trading Limited
G-16
Steps for an Internet Electronic Application through the IB website of UOB Group
Step 1: Connect to UOB Group website at http://www.uobgroup.com.
2: Locate the Login icon on the left hand side next to “Internet Banking”.
3: Click on Login and at the drop list select “UOB Personal Internet Banking”.
4: Enter your Username and Password and click “Submit”.
5: Select “Investment Services” (“IPO” should be the default transaction that appears, click
“Application”).
6: Read the IMPORTANT notice and complete the declarations found on the bottom of the
page by answering Yes/No to the questions.
7: Click “Continue”.
8: Select your country of residence (you must be residing in Singapore to apply) and click
“Continue”.
9: Select the IPO counter from the drop list (if there are concurrent IPOs) and click “Continue”.
10: (a) Check the share counter.
(b) Select the mode of payment and account number to debit.
(c) Click “Continue”.
11: Read the IMPORTANT instructions and click “Continue” to confirm that:
1. You have read, understood and agreed to all terms and conditions of this
application and Prospectus/Document or Supplementary Document.
2. You consent to disclose your name, I/C or passport number, address, nationality,
CDP Securities Account number, CPF Investment Account number (if
applicable), and application details to the share registrars, SGX, CDP, CPF Board
and issuer.
3. This application is made in your own name, for your own account and at your
own risk.
4. For FIXED/MAX price share application, this is your only application. For
TENDER price share application, this is your only application for this share at the
selected tender price.
5. For FOREIGN CURRENCY securities, subject to the terms of the issue, please
note the following: The application monies will be debited from your bank
account in $, based on the Bank’s prevailing board rates at the time of
application. The different prevailing board rates at the time of the application and
at the time of refund of applications monies may result in either a foreign
exchange profit or loss, or application monies may be debited and refunds
credited in $ at the same exchange rate.
6. For 1ST-COME-1ST SERVE securities, the number of securities applied for may
be reduced, subject to the availability at the point of application.
G-17
12: Check your personal details, details of the share counter you wish to apply for and account
to debit.
Select : (a) “Nationality”;

Enter : (b) our CDP securities account number; and
(c) the number of shares applied for.
13: Check your personal particulars (name, NRIC/Passport number and nationality), details of
the share counter you wish to apply for, CDP securities account number, account to debit
and number of shares applied for.
14: Click “Submit”, “Clear” or “Cancel”.
15: Print the Confirmation Screen (optional) for your own reference and retention only.
G-18
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OFFER DOCUMENT DATED 18 JULY 2011

MALACCA TRUST LIMITED

This offer of New Shares is made in or accompanied by an offer document

MALACCA TRUST LIMITED

This offer of New Shares is made in or accompanied by an offer document

3. Established Financial Services Provider

Kalimantan Sumatera Sulawesi

4. Sound Track Record y, BPI,

Grow Through Acquisitions

5. Experienced Management Team

3. Established Financial Services Provider

Kalimantan Sumatera Sulawesi

4. Sound Track Record y, BPI,

Grow Through Acquisitions

5. Experienced Management Team

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . 12

DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

USE OF PROCEEDS AND LISTING EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 64

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168

EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

APPENDIX A — INDEPENDENT AUDITORS’ REPORT ON THE AUDITED

APPENDIX B — COMPILATION REPORT OF THE INDEPENDENT AUDITORS ON THE

APPENDIX C — GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

APPENDIX D — DESCRIPTION OF ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E — SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR

APPENDIX F — TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX G — TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND

BOARD OF DIRECTORS : Irena Istary Iskandar (Chairman and Non-Executive Director)

JOINT COMPANY : Teo Meng Keong, ACIS

REGISTERED OFFICE : 1 Scotts Road #20-02

PRINCIPAL PLACE OF : Chase Plaza 12th Floor

MANAGER AND SPONSOR : PrimePartners Corporate Finance Pte. Ltd.

UNDERWRITER AND : UOB Kay Hian Private Limited

INDEPENDENT AUDITORS : BDO LLP

SOLICITORS TO : Drew & Napier LLC

SOLICITORS TO : Ery Yunasri & Partners

SHARE REGISTRAR : Tricor Barbinder Share Registration Services

“BPAM” : PT Batavia Prosperindo Aset Manajemen

“BPF” : PT Batavia Prosperindo Finance Tbk.

“BPI” : PT Batavia Prosperindo Internasional

“BPS” : PT Batavia Prosperindo Sekuritas

“Company” : Malacca Trust Limited

“Group” : Our Company and our subsidiaries

Other Corporations and Agencies

“ANJ Group” : PT Austindo Nusantara Jaya and its related companies

“Authority” : The Monetary Authority of Singapore

“Bank Mandiri” : PT Bank Mandiri (Persero) Tbk

“Bapepam” : The Indonesian Capital Market and Financial Institution

“Catalist” : The sponsor-supervised listing platform of the SGX-ST