Dokumen - Tips LDD PT Olam

LEGAL DUE
DILIGENCE
REPORT
PT DHARMAPALA USAHA
SUKSES [*]
(2015[Issuing Year])
BUDIARTO Law Partnership

Table of Contents
LEGAL DUE DILIGENCE REPORT.......................................................................................1

1. Purpose of Report................................................................................................. 1
2. Scope of Report.................................................................................................... 1
3. Assumptions......................................................................................................... 1
EXECUTIVE SUMMARY........................................................................................................ 3
1. DEFINITIONS............................................................................................................... 10
2. CORPORATE STRUCTURE........................................................................................13
2.1 Legal Background............................................................................................... 13
(1)
Company Formation.................................................................................13
(2)
Replacement or Appointment of Board Members; Share Transfers; and
Amendment of Articles..............................................................................13
(3) Company Officers.....................................................................................14
(4) Articles of Association...............................................................................15
2.2 PT Olam Indonesia[*]..........................................................................................15
(1) Deed of Establishment, MOLHR Approval and State Gazette..................15

(2) Letter of Domicile, Taxpayer Registration and Tax File Numbers.............18
(3) Certificate of Company Registration.........................................................19
(4) Register of Shareholder............................................................................20
(5) Special Register........................................................................................20
3. GOVERNMENT LICENCES AND FILINGS..................................................................20
3.1 Regulatory Regime for Fishery Companies........................................................20
(1) Ministry of Law and Human Rights...........................................................20
(2) Department of Trade.................................................................................20
(3) Ministry of Marine and Fishery..................................................................21
3.2 Business Licenses.............................................................................................. 21
(1) Forms of Company...................................................................................21
(2) PT Olam Indonesia[*]’ Business License..................................................21
3.3 Licenses and Approvals Issued by Directorate General of Pharmaceutical and
Health Equipment of PT Olam Indonesia [*]........................................................22
(1) Legal Background.....................................................................................22
(2) Distributor of Medical Equipment License.................................................22
(3) Utilization of Nuclear Energy License.......................................................22
(4) Other Documents Relating to the Business Activities...............................22
3.4 Other Licenses.................................................................................................... 22
3.5 Environment Licenses.........................................................................................22
(1) Background.............................................................................................. 22
(2) Environmental Management Attempt (Upaya Pengelolaan Lingkungan)
and Environmental Supervision Attempt (Upaya Pemantauan Lingkungan)
.................................................................................................................. 23
4. AGREEMENTS............................................................................................................. 23
5. ASSETS, LIABILITIES AND LABORS..........................................................................23
5.1 Assets................................................................................................................. 23
(1) Land.......................................................................................................... 23
5.2 Labors................................................................................................................. 24
(1) Legal Background.....................................................................................24
(2) List of Employee.......................................................................................25
(3) Licenses................................................................................................... 25
6. LITIGATION AND DISPUTES.......................................................................................26
Attachment 1: List of Documents Received..........................................................................29
Appendix 1: Statement Letters............................................................................................. 31
i
ii
CONFIDENTIAL
Ref. No. [*]
[*], 2015
PT Dharmapala Usaha Sukses [*]

Attn. Directors
[*]
Dear Sirs,
LEGAL DUE DILIGENCE REPORT
3.1 Purpose of Report
This legal due diligence report ("Report") has been prepared at the request of PT
Dharmapala Usaha Sukses Indonesia [*] (“ OAMDUS[*]”) in relation to the proposed
acquisition of PT [*] (“[*][*]”).
PT DUS[*] is a limited company established under the laws of the Republic of

Indonesia, and having its registered office in Gandaria 8 Office Building Lt.15 Unit G &
H, Jl. Sultan Iskandar Muda, Kelurahan Kebayoran Lama Utara, Kecamatan
Kebayoran Lama, Kota Administrasi Jakarta Selatan[*].
PT DUS[*] is operating as an importer, exporter, and main distributor (trading) [*]

company and is holding Permanent Trading[*] Business License.
We have been instructed to conduct a due diligence review of certain matters

concerning PT DUS legal compliance[*].
3.2 Scope of Report
2.1 Budiarto Law Partnership has been instructed by PT DUS[*] to conduct the following
legal due diligence investigations:
(1) Corporate, to confirm the due incorporation of PT DUS[*], its current

shareholdings and its current membership of management;
(2) Licensing, to confirm that PT DUS[*] hold all required material licenses from
the government and those licenses are valid;
(3) Assets, Liabilities and Labors, to confirm the nature and validity of the
Assets, Labors and Liabilities owned by the PT DUS[*]; and
2.2 The documents which were obtained by us during the course of our legal due diligence
investigations are listed in Attachment 1: List of Documents Received to this Report.
2.3 This Report is based on information obtained prior to – JuneFebruary 115, 20153.
2.4 This Report is based on the laws of the Republic of Indonesia as of the date of the
Report.
3.3 Assumptions
1
3.1 This Report has been prepared based on the following assumptions:
(1) that where we have been provided with copies of documents, that copy is an
exact and complete reproduction of, and conforms with, the original of the
document and the original of the document still exists;
(2) that no document provided to us has been varied, cancelled or superseded by

some other document or agreement or action of which we are not aware;
(3) that all signatories, dates of and any stamp duty or other marking on all
documents provided to us (whether copies or originals) are authentic;
(4) that where a document was provided to us in draft form, it was executed or will
be executed in the form of that draft;
(5) except as specifically stated in this Report, all documents provided to us are
within the capacity and power of, and have been or will be validly authorized,
executed and delivered by party, and constitute valid and binding obligations of
party under all applicable laws;
(6) except as specifically stated in this Report, each document provided to us,
which is a contract or agreement, is enforceable in accordance with its terms;
(7) the details revealed by searches of public registers maintained by

governmental or other regulatory authorities are up to date at the date of
search and have been properly and accurately recorded in those registers by
those authorities; and
(8) all material information and documentation has been provided to us and is true
and complete and not misleading in any way.
3.2 This Report is based on the laws of the Republic of Indonesia. Any opinions expressed
with respect to matters which may be subject to or governed by the law of any other
jurisdiction should be verified and confirmed by lawyers competent to advice in those
jurisdictions.
This Report is exclusively addressed to PT DUS[*], and may not be disclosed to any party
outside of PT DUSOLAM[*], without the prior written consent of Budiarto Law Partnership.
Sincerely yours,
BUDIARTO LAW PARTNERSHIP
WIDJOJO BUDIARTO
NIA 92.10155
2
EXECUTIVE SUMMARY
This Report, which summarizes the results of our legal due diligence review in relation to the
Project, should be read in full. However, we believe that the matters set out in this Executive
Summary may be of particular concern or interest to the addressee.
NO SUMMARY ISSUE/ANALYSIS
CORPORATE
1. Deed No. 32No. 54, was made on July The date of Deed of Establishment
19, 1996May 11, 1994 (“Deed of stated on Minister of Justice approval
Establishment”), before Ny. is different from the original deed.
Rukmasanti Hardjasatya S.H., Linda Note:
Ibrahim, S.H., then a Notary in Central re not provided with the documents
Jakarta. evidencing the announcement of
Deed of Establishment in the State
the Deed of Establishment has been Gazette and documents evidencing
approved by the MOLHR Minister of the registration of the Deed of
Justice on NovemberJuly 297, 19968 Establishment in the Company
pursuant to Decree No.C2- Registrar maintained by Company
10.700HT.01.01.Th.96No. C2-9686 Registrar Office.We wetration with
HT.01.01.TH.98, and also been company registrar and the ed of
registered with the Company Registrar Establishmene. -
on June 12, 1997, with registration No.
8112/BH.09.05/VI/97January 31, 2001,
with registration No. 095/BH
09.01/5/2001.
PT OLAM[*] was not a legal entity

during the period between the date of
establishment on July 19, 1996May 11,
2007 until the date of Minister of
JusticeMOLHR approval on November
29, 1996July 27, 1998.
The Deed of Establishment had later

been announced in the State Gazette
No. 104; Supplement of State Gazette
No. 7645 dated December 29,
1998State Gazette No. 4863;
Supplement of State Gazette No. 40
dated 17 Mei 2002..
Note:
The approval of this Deed of

Establishment was given together with
the approval of Deed No. 127/1996.
The announcement of the Deed of

Establishment in the State Gazette was
stated together with Deed No.
/1127/1996 in the State Gazette 04;
SpNo. 4863, Supplement of State
Gazette No. 40 dated 17 Mei 2002.
2. Deed of Amendment of Article of 29 in the State Gazette and
AssociationDeed No. 29 (“Deed No. documents evidencing the registration
29/1996”)127/1996 concerning of the Deed No33 Registrar
Amendment of Article of Association, maintainedompan-
was made on OctoberSeptember 1623,
3
1996 before Ny. Rukmasanti
Hardjasatya S.H., then a Notary in
Central JakartaLinda Ibrahim, S.H.,
then a Notary in Jakarta.
Note:
The approval of this Deed No. 29/1996

was given together with the approval of
Deed of Establishment.
The announcement of the Deed No.

29/1996 in the State Gazette was stated
together with Deed of Establishment in
the State Gazette No. 104; Supplement
of State Gazette No. 7645 dated
December 29, 1998.
Deed No. 127/1996 has been approved

by MOLHR No. C2-9686
HT.01.01.TH.98 on July 27, 1998 and
[*] had been registered with the
Company Registrar on January 31,
2001, with registration No. 095/BH
09.01/5/2001.
Deed No. 127/1996 had later been

announced in the State Gazette No.
4863, Supplement of State Gazette No.
40 dated 17 Mei 2002.
3. Deed of Amendment of Article of -

Association No. 17 (“Deed No.
17/2006”), made on December 21, 2006
before Charles Hermawan, S.H., then a
Notary in Tangerang.

by MOLHR No. W29-00004 HT.01.04-
TH.2007 dated January 2, 2007 and
Deed No. 17/2006 has been registered
with the Company Registrar on January
02, 2007, with registration No. 327/BH
09.0/1/I/2007;
Deed No. 17/2006 has also been

announced in the State Gazette No.
3331; Supplement of State Gazette No.
28 dated 05 April 2007.
4. Deed No. 05/2008338/2008 concerning We were not provided with the

Amendment of Article of Association, documents evidencing the
was made on July 3, 2008, before announcement of Deed No. 05/2008
Ashoya Ratam, SH., MKn, then a 338/2008 in the State Gazette and
Notary in Bekasi. August 22, 2008 documents evidencing the registration
before Aulia Taufani, S.H., substitute to of the Deed No. 05/2008 338/2008 in
Sutjipto, S.H., then a Notary in Jakarta the Company Registrar maintained by
Company Registrar Office.
by MOLHR No. AHU-
4
53518.AH.01.02.Tahun 2008 on August
21, 2008.Deed No. 338/2008 has been
approved by MOLHR No. AHU-
41537.AH.01.02.Tahun.2009 dated
August 26, 2009.
5. The authorized and paid-up capital of We were not provided with any
PT OLAM[*] pursuant to Deed No. documents evidencing payment of
32/200317/2006. capital contribution from Olam
International LtdWardono Asnim and
There is an enlargement of authorized Sunny G VergheseTjong Nelly
capital from Rp 1,628,900,000.- Permatasari, in respect of the
Rp250,000,000.- to Rp 2,559,700,000.- increase of authorized and paid up
Rp40,000,000,000.- and paid-up capital of PT OLAM[*] pursuant to
capital from Rp 1,628,900,000.- Deed No. 32/200317/2006.
Rp100,000,000.- to Rp
2,559,700,000.-.Rp10,000,000,000.-
6. Register of Shareholder We were not provided with the

Register of Shareholder of PT
OLAM[*].
7. Special Register We were not provided with Special

Register of PT OLAM[*].
LICENSING
1. PT DUS [*] holds several Letter of eNot proiAM.-

Company Domicile as follows :
(a) Letter of Company Domicile of

Domicile (Surat Keterangan
Domisili Perusahaan or “SKDP”)
No. 71/1.824/11/2001 dated May
11, 2001 valid until May 11,
2002
(b) Letter of Company Domicile No.

503/085/VIII/2004 dated August
24, 2004 valid until August 24,
2005 (Branch Office in Cilacap)
(c) Letter of Company Domicile No.

182/1.824/IX/2004 dated
September 23, 2004 valid until
September 23, 2005;
(d) Letter of Company Domicile No.

117/1.824/2005 dated October
25, 2005 valid until October 25,
2006;
(e) Letter of Company Domicile No.

503/094/IX/2006 dated
September 9, 2006 valid until
September 9, 2007;
(f) Letter of Company Domicile No.

443/1.824/2007 dated October
5
30, 2007 valid until October 30,
2008;
(g) Letter of Company Domicile No.

005/1.824/2008 dated January 7,
2008 valid until January 7, 2009
(h) Letter of Company Domicile No.

242/1.824/2011 dated June 10,
2011 valid until June 10, 2012;
(i) Letter of Company Domicile No.

175/1.824.1/10 dated July 6, 2010
valid until July 6, 2011
(j) Letter of Company Domicile No.

244/1.824/2012 dated May 30,
2012 valid until May 30, 2013;
(k) Letter of Company Domicile No.

319/1.824/2013 dated May 2,
2013 valid until May 2, 2014;
(l) Letter of Company Domicile No.

187/1.824/2014 dated April 15,
2014 valid until April 15, 2015
(m) Letter of Company Domicile No.

2959/27.1.1/31.74.05.1001/-
1755.13/2015 dated April 16,
2015 valid until April 16, 2016 No:
0008/1.824.1/13, dated January
10, 2013, was valid until
prilJanuary 10, 2014
2. PT DUS[*] holds several Certificate of -

Company Registration (Tanda Daftar
Perusahaan or “TDP”) as follows :
(a) TDP No. 09.05.1.71.41167 issued

on October 10, 2003 valid until
June 25, 2006;
(b) TDP No. 09.05.1.15.41167 issued

on March 30, 2004 valid until
June 25, 2006;
(c) TDP No. 09.05.1.15.41167 issued

on June 28, 2011 valid until June
25, 2011;
(d) TDP No. 09.05.1.15.41167 issued

on 7 December 2007 valid until
June 25, 2011;
(e) TDP No. 09.05.1.15.41167 issued

on January 15, 2008 valid until
January 15, 2013;
(f) TDP No. 09.03.1.15.60177 issued
6
on April 30, 2009 valid until
January 15, 2013;
(g) TDP No. 09.03.1.10.60177 issued

on July 21, 2011 valid until
January 15, 2013;
(h) TDP No. 09.03.1.10.60177

issued on January 7, 2013 valid
until January 15, 2018;
(i) TDP No. 09.03.1.10.60177 issued

on February 25, 2015 valid until
January 15, 2018.
46.59875 dated 03 February 2No:
09.01.1.51.07276, dated February
01, 2010, valid until July 07, 2014.
3. PT DUS [*] holds several Tax File We were not provided with Taxpayer
Number (Nomor Pokok Wajib Pajak or Registration (Surat Keterangan
“NPWP”) and relating documents as Terdaftar or “SKT”)-
follows:
(a) NPWP number 02.062.239.5-

022.000 issued by DUS Office at
Menara Batavia
(b) NPWP number 02.062.239.5-

073.000 issued by DUS Office at
Gandaria Office 8
(c) NPWP number 02.062.239.5-

522.001 (Factory)
(d) Notification Letter No.

S-1934/WPJ.06/KP.1005/2004 for
Free Income Tax (PPh) issued by
Directorate General of Taxation
dated September 27, 2004
(e) Notification Letter No.

S.995/WPJ.06/KP.1010/2006 for
Equalization of Income Tax (PPh)
Article 22 Import and PPN Import
issued by Directorate General of
Taxation dated July 11, 2006
No. 01.654.019.7-045.000 issued on
June 15, 1994 in the name of lam [*];
and
Taxpayer Registration (Surat
Keterangan Terdaftar or “SKT”) No.
PEM-00152/WPJ.21/KP.0403/2012[*]
issued on February 20, 2012[*] in the
name of [*].
4. PT DUS[*] holds several Taxable eotNot poderepreneur Number (-

Entrepreneur Number (Pengusaha
Kena Pajak) and relating documents
No. PEM-00153/WPJ.21/KP.0403/2012
7
[*] folows :
(a) Statement of Tax Registration No.

PEM 95/WPJ.04/KP.1003/2001
Taxation dated June 14, 2001
(b) Statement of Tax Registration No.

PEM-025/WPJ.05/KP.0503/2001
Taxation dated May 16, 2001
(c) Letter of Taxable Entrepreneur

Number No.
PEM-212/WPJ.05/KP.1103/2003
Taxation dated October 1, 2003
(d) Statement of Tax Registration No.

PEM-61/PB/WPJ.05/KP.1103/200
3 issued by Directorate General of
Taxation dated September 30,
2003
(e) Moving Letter No.

PEM-924/WPJ.06/KP.0803/2003
Taxation dated September 30,
2003
(f) Notification Letter No.

S-212/WPJ.05/KP.1103/2003
regarding Tax Invoice dated
October 1, 2003
(g) Moving Letter No.

PEM-795/WPJ.06/KP.0903/2004
Taxation dated August 26, 2004;
(h) Statement of Tax Registration No.

PEM-01725/WPJ.06/KP.1203/200
(i) Statement of Tax Registration No.

PEM-01726/WPJ.06/KP.1203/200
(j) Letter of Taxable Entrepreneur

Number No.
PEM-00151/WPJ.06/KP.1203/201
Taxation dated June 24, 2011;
(k) Statement of Tax Registration No.

PEM-00150WPJ.06/KP.1203/201
8
Taxation on June 24, 2011; is
registered as Taxable
Entrepreneur on February 20,
2012.
5. PT DUS[*] holds several Middanent We were not provided with Approval

Tradingl Business License (Surat ljin of Status Amendment from PMDN
Usaha Tetap into PMA No. 236/V/PMA/2007 dated
PerdaganganIndustri)othercument December 3, 2007 and SK BKPM No.
issued by Investment Coordinating 371/B.3/A.9/2008 dated August 19,
Board (BKPM) as follows : 2008.-
(a) Industrial Business License No.

583/T/INDUSTRI/2005 dated July
7, 2005
(b) Industrial Business License No.

322/T/INDUSTRI/2009 dated
April 2, 2009
(c) Letter of Approval for Amendment

of Project Location No.
297/B.2/A.6/2003 issued by
Investment Coordinating Board
(BKPM) dated October 20, 2003
(d) Letter of Approval for Change of

Office Address No.
120/B.3/A.7/2003 issued by
(BKPM) dated October 27, 2003
(e) Letter of Approval for Extension of

Project Completion No.
73/III/PMDN/2004 issued by
(BKPM) dated June 22, 2004
(f) Letter of Assignment for

Machinery Verification No.
141/B.3/A.6/2004 issued by
(BKPM) dated June 21, 2005
(g) Letter of Approval for Status

Amendments from PMDN into
PMA issued by Investment
Coordinating Board (BKPM) No.
236/V/PMA/2007 dated
December 3, 2007
(h) Letter of Approval for Change of

Office Address No.
9
371/B.3/A.9/2008 issued by
(BKPM) dated August 19, 2008
(i) Letter of Limited Importer

Identification Number No.
25/APIT/2008/PMA issued by
(BKPM) dated January 18, 2008
(j) Letter of Approval for Change of

Office Address No.
142/1/IU/III/PMA/INDUSTRI/2011
issued by Investment
Coordinating Board (BKPM) dated
July 13, 2011
Mor “IUTSU) No.

N1/T/EGAN/19702988-02/PM/1.824.27
10 da 19972013, is valid until and has
to be re-registered on c3, 2021y Capital
stmerdinat “BKPM”) for export
tradingFebruary 6, 2017.
6. PT DUS holds several permits for -

import/export activities as follows:
(a) Letter No.

6475/DAGLU.4.2/XI/2003 for
Import Goods issued by
Department of Industrial and
Trade dated November 21, 2003
with attachment
(b) Letter No. 245/DAGLU.4.2/I/2004

for Import Goods issued by
Trade dated January 12, 2004
with attachment;
(c) Letter No. 883/DAGLU.4.2/II/2004

for Country of Origin Amendment
issued by Department of Industrial
and Trade dated February 6,
2004;
(d) Letter No.

2885/DAGLU.4-2/V/2004 for
Extension Letter No.
245/DAGLU.4.2/I/2004 issued by
Trade dated May 28, 2004;
(e) Letter No.

2487/DAGLU.4.2/IV/2004 for Port
of Destination Amendment issued
by Department of Industrial and
10
Trade dated April 28, 2004;
(f) Letter No.

4620/DAGLU.4.2/IX/2004 for
Second Extension of Letter No.
245/DAGLU.4.2/I/2004 issued by
Trade dated September 1, 2004;
(g) Letter No.

6645/DAGLU.4.2/XII/2004 for
Import Goods issued by
Trade dated December 29, 2004
with attachment;
(h) API-T Holder (DUS) for Sugar

dated March 18, 2005 and valid
until March 17, 2010
(i) API-T Holder (DUS) for Electronic

and its Components dated
February 26, 2004 and valid until
February 24, 2009
(j) API-T Holder (DUS) for Electronic

and its components (Extension
and Amendment) dated March 18,
2009
(k) API-T Holder (DUS) for Sugar

(Amendment) dated March 25,
2009
(l) API-T Holder (DUS) for Sugar

(Amendment) dated January 21,
2008
(m) API-P (Angka Pengenal Importir –

Produsen) No. 090500712-B
issued by Ministry of Trade dated
September 10, 2012;
(n) Trade Business License (SIUP)

No. 1.420/09-01/PB/V/2001 dated
29 May 2001
(o) Trade Business License (SIUP)

No. 0351/1.824.51 dated 10
February 2004
(p) Trade Business License (SIUP)

No. 02551/1.824.271 dated 14
June 2006
(q) Trade Business License (SIUP)

No. 05088/1.824.271 dated 3
December 2007
11
(r) Recommendation Letter for Raw
Sugar Importer Producer No.
27/IAK/IV/2005 issued by
Directorate General of Chemical
and Agro Industry dated April 25,
2005
(s) Application Letter for

Recommendation No. 050/Dir-
DUS/Daglu-Indag/III/05 dated
March 23, 2005 issued by DUS
(t) Acknowledgement of Importer

Producer for Raw Sugar No.
504/DAGLU/IP/5/2005 dated May
20, 2005;
(u) Letter for Securitization of Import

Raw Sugar No. 511.1/2942
issued by Department of Industrial
and Trade on September 2005
(date unknown);
(v) Acknowledgement of Importer

927/DAGLU/IP/9/2005 dated
September 29, 2005;
(w) Recommendation Letter for Raw

577/IAK/V/2006 issued by
and Agro Industry dated May 15,
2006
(x) Application Letter No. 018/Dir-

DUS/IKAHH/IV/06 for
Recommendation of IP Raw
Sugar issued by DUS dated May
18, 2006
(y) Acknowledgement of Importer

495/DAGLU/IP/7/2006 dated July
3, 2006;
(z) Recommendation Letter for Raw

1369/IAK/12/2006 issued by
and Agro Industry dated
December 22, 2006
(aa) Application Letter for

Recommendation No. 049/Dir-
DUS/IKAHH/XI/06 dated
November 20, 2006 issued by
DUS
12
(bb) Acknowledgement of Importer
January 11, 2007;
(cc) Application Letter for Importation

of IP Raw Sugar No. 001/Dir-
DUS/Daglu/I/07 dated January 5,
2007
(dd) Recommendation Letter for Raw

1151/IAK/09/2007 issued by
and Agro Industry dated
September 24, 2007
(ee) Acknowledgement of Importer

November 5, 2007;
(ff) Application Letter for Importation

of IP Raw Sugar No. 017/Dir-
DUS/Daglu/X/07 dated 1 October
2007
(gg) Letter of Distribution for Raw

Sugar No. 1357/IAK/11/2007
dated November 19, 2007
(hh) Acknowledgement of Importer

04.IP-04.12.0083 dated
December 18, 2012;
(ii) Acknowledgement of Importer

04.IP-04.13.0099 dated April 12,
2013;
(jj) Acknowledgement of Importer

04.IP-04.13.0114 dated June 21,
2013;
(kk) Acknowledgement of Importer

04.IP-04.13.0126 dated
November 19, 2013;
(ll) Acknowledgement of Importer

04.IP-04.13.0135 dated
December 13, 2013;
(mm) Acknowledgement of Importer

13
04.IP-04.14.0004 dated March 10,
2014
(nn) Letter No. 224/Pabean/2004 for

Import Duty Facility issued by
(BKPM) dated 2 August 2004
(oo) Letter No. 244/Pabean/2005 for

(BKPM) dated 21 July 2005
(pp) Letter No. 242/Pabean/2006 for

(BKPM) dated 26 July 2006
(qq) Letter No. 48/A.6/2007 for

Extension Application of Import
Duty Facility issued by Investment
5 April 2007
(rr) Application Letter for Extension

Application Import Duty Facility
issued by DUS No.
05/DUS-Dir/III/2007 dated 15
March 2007
(ss) Extension of Import Duty Facility

Period for DUS issued by
(BKPM) No. 326/Pabean/2007,
dated 26 October 2007
(tt) Letter of Amendment of Limited

Importer Identification Number
(APIT) No. 440/APIT/2003 PMDN
October 15, 2003
(uu) Letter of Amendment of Limited

Importer Identification Number
(APIT) No. 440/APIT/2003 PMDN
November 14, 2003
General Importer’s Identification

Number (Angka Pengenal Importir or
“API-U”) No. 090500821-B dated 14
September 2012 issued by Department
of Cooperatives, Micro, Small and
Medium-scale Business of
JakartaBKPM;
14
Temporary Coffee Exporter (Eksportir
Kopi Sementara or “EKS”) No.
44/DAGLU/EKS/8/ 2013 dated 1 August
Foreign Trade;
cial Importer’s Identification Number

(Nomor Pengenal Importir Khusus or
“NPIK”) for rice No. 1.09.05.02.00371
dated 27 September 2012 valid until 4
October 2016;
Special Importer’s Identification Number

(Nomor Pengenal Importir Khusus or
“NPIK”) for textile and textile products
No. 1.09.05.05.04169 dated 27
September 2012 valid until 4 October
2016;
7. PT DUS holds several Customs

Identity Registration Number (Nomor
Identitas Kepabeanan or “NIK”) as
follows :
(a) Notification Letter for Registration

No. S-011339R/BC.1/2004 issued
by Indonesian Customs and
Excise dated August 31, 2004;
(b) Notification Letter for Explanation

of GB Bond No.
S/1919/BC.2/2005 issued by
Indonesian Customs and Excise
dated August 31, 2005
(c) Customs and Excise Number

01.011339 issued by Directorate
General of Customs and Excise
dated October 31, 2011
(d) Customs and Excise Number

01.011339 issued by Directorate
General of Customs and Excise
dated October 11, 2012
Notification of Data Change from
Minister of Finance Directorate General
Customs and Excise No.
S-7031/PD/BC.9/2010 dated 25
October 2010.
15
8. [*] holds Fishery Business License The address of [*] stated in the IUP is
(Surat Izin Usaha Perikanan or “IUP”) inconsistent with its address in the
No. 01.02.01.0198.0897, issued on Letter of Domicile. Pursuant to the
January 19, 2012 in the name of PT Letter of Domicile, the current
Karya Cipta Buana Sentosa. domicile of [*] is at Jl. Cilincing Raya
11 RT. 012 RW. 002, Kel. Lagoa,
Kec. Koja, Jakarta Utara.
9. Foreign Investment Approval orishing We were not provided with :

Licenses issued by BKPM. (Surat Izin
Penangkapan Ikan or “SIPI”). 1. Periodic Investment Activity
Report (LKPM);
PT DUS[*] holds several ciple and
busiSIPIs icense 2. Letter of Domestic Investment
rmitsapprovalofvestment al its Approval issued by BKPM No.
amedment and expansion as follows: 94/I/PMDN/2001 dated June 4,
2001 jis. 297/B.2/A.6/2003 dated
(a) Approval of Office Address 20 year 2003
Amendment issued by Investment
Coordinating Board (BKPM) dated 3. No. 73/III/PMDN/2004 tanggal 22
July 13, 2011; Juni 2004.
We were not provided with any
(b) Principle License No. documents evidencing the
1145/I/IP/PMA/2014 dated April compliance of SIPI’s provisions by [*]
14, 2014 issued by Investment as the SIPI’s holder, such as fish
Coordinating Board (BKPM) catches report to the local port’s
authority and quality control statement
(c) Letter of Approval of Domestic letter.
Investment issued by Investment
Coordinating Board (BKPM) No. These SIPIs were issued in
94/I/PMDN/2001 dated July 4, conformity with Surat Izin Usaha
2001; Perikanan (Fishery Business License)
No. DIS.PKL.5/SD3.056/API/NTT/2009
(d) Letter of Approval for Expansion which we were not provided with.
of Domestic Investment issued
by Investment Coordinating Board
(BKPM) No. 75/II/PMDN/2001
dated December 11, 2001;
(a)
PT OLAM holds business licenses of
foreign investment as follows:
1. SIPI No.
523.37/48/KPPTSP/2012,
dated March 05, 2012, issued
by One Stop Licenses
Application Service Office of
Nusa Tenggara Timur Province
(Kantor Pelayanan Perizinan
Satu Pintu Provinsi Nusa
Tenggara Timur or “KPPTSP”);
2.
3. erading Bucense
No.RDAGANGA/ated 6ary
16;BKPM Approval No.
16
583/T/PERDAGANGAN/1999
on Permanent Business
License and Business
Expansion dated 22 October
1999 valid until April 2029;
4. BKPM Approval No.

987/T/INDUSTRI/2006 on
Permanent Business License
and Business Expansion in
Padang dated 22 December
2006 valid until August 2036;
Note:
has been revoked by BKPM
Decree No. 7SIPI No.
523.37/49/KPPTSP/2012, dated
March 05, 2012, issued by
KPPTSP;
SIPI No. 523.37/47/KPPTSP/2012,

dated March 05, 2012, issued by
KPPTSP;
SIPI No. 523.37/136/KPPTSP/2012,

dated July 20, 2012, issued by
KPPTSP;
SIPI No. 523.37/137/KPPTSP/2012,

dated July 20, 2012, issued by
KPPTSP;
SIPI No. 523.37/179/KPPTSP/2012,

dated October 16, 2012, issued
by KPPTSP.
10. Fish Transporter Vessel License (Surat We were not provided with any SIKPI
Izin Kapal Pengangkut Ikan or “SIKPI”). license of [*].
11. Certificate of Good Manufacturing (g) -

Practices (Sertifikat Kalayakan
Pengolahan or “SKP”).
[*] holds several SKPs as follows:
(a) Certificate of Good

Manufacturing Practices
(Sertifikat Kalayakan
Pengolahan) No:
717/31/SKP/BK/VII/2012 issued
by the Fisheries Product
Processing and Marketing
Directorate General of Ministry of
Maritime and Fisheries on July
17, 2012;
(b)
(c) Certificate of Good
17
Pengolahan) No:
653/53/SKP/BK/VI/2012 issued
Maritime and Fisheries on June
12, 2012;
(d)
(e) Certificate of Good
Pengolahan) No:
654/53/SKP/BK/VI/2012 issued
Maritime and Fisheries on June
12, 2012.
(f)
12. Special Terminal Licenses. We take note that [*] runs a Special
(Sea) Terminal in Maumere.
However, we were not provided with
any documents evidencing Special
Terminal Licenses, such as
Stipulation of Special Terminal Area,
Special Terminal Construction Permit,
Special Terminal Operation Permit,
and all its supporting documents.
13. [*] holds Special Sea Transportation -

Operational License (Surat Izin Operasi
Perusahaan Angkutan Laut Khusus or
“SIOPSUS”) No. BXXV-539/AL.58
issued by Directorate General of Sea
Transportation on February 20, 2002
and valid in territory of Republic of
Indonesia for as long as [*] performs its
business activities.
14. [*] holds Fishery Business Registration -

Certificate (Tanda Daftar Usaha
Perikanan) No: 02.2356-6/1-823.67
issued by Governor of the Province of
Special Region of Capital City of
Jakarta on April 23, 2012 and is valid
until April 23, 2013.
15. Licenses of [*]’DUS branch and/or We were not provided with any
representative’s office. regular licenses which are required by
governing laws and regulations for [*]
to set up a branch and/or
[*DUS Branch Office ] holds Nuisance representative’s office in Maumere
Permit (Surat Izin Gangguan) No: Cilacap such as SKDP Cabang,
KPPT.503.c/55/PB/11/2011 issued by Laporan Pembukaan Cabang, TDP
One Stop Licenses Application Service Cabang, and NPWP Cabang.
Office of Sikka Regency on February
21, 2011 503/011/I/27/2004 issued by
Cilacap Local Government dated
January 27, 2004
18
; and
Business Location Permit (Surat Izin

Tempat Usaha) No. 503/002/35/Tahun
2004/Cp. Regarding Building
Construction Permit issued by Cilacap
Regent on January 2004 (date
unknown) No:
KPPT.503.c/55/PB/II/2011, issued by
One Stop Licenses Application Service
Office of Sikka Regency on February
21, 2011.
16. Approval of Environmental Management We were not provided with any

Attempt (Upaya Pengelolaan documents evidencing [*]’s
Lingkungan or “UKL”) and compliance of environmental laws
Environmental Supervision Attempt applicable in Indonesia.
(Upaya Pemantauan Lingkungan or
“UPL”) and Environmental License (Izin
Lingkungan)
AGREEMENT
Agreement. We were not provided with any

agreement executed and entered into
by PT OLAM[*].
ASSETS
Our search on this section is based on Other than stated on this section, we
the List of Assets in Maumere [*] were not provided with any more
provided by [*] to us. documents evidencing the ownership
of moveable assets of [*] in Maumere.
Based on the List, [*] owns several
assets such as Office Buildings, We were also not provided with list of
Dormitories, Warehouse, Vessels, Cars, assets in Jakarta and Larantuka.
Machineries, Office Stationaries, and
other moveable assets, with the details
as elaborated below:
[*] has a Right to Build (Hak Guna

Bangunan) over a piece of land
measuring 10,375[*] m2 pursuant to
Right to Build Certificate No:
02/Wailolong[*] , issued on March 22,
2006[*], and valid until June 22, 2018[*].
[*] has several vessels, pursuant to the

following:
Registration Certificate No: 327, dated

October 20, 2004, issued by
Boat Registration Officer of
Tanjung Priok;

November 02, 2004, issued by
19
Tanjung Priok;

November 02, 2004, issued by
Tanjung Priok;

August 19, 2005, issued by Boat
Registration Officer of Tanjung
Priok;

May 22, 2007, issued by Boat
Registration Officer of Maumere;

January 21, 2008, issued by
Maumere.
LIABILITIES
Liabilities. We were not provided with financial

statement of [*], therefore we have no
information regarding [*]’s liabilities.
LABORS
Employment. We have examined list of [*]’

employees in Maumere[*]. However,
we were not provided with legal
documents evidencing employment
contract, and mandatory employment
documents, such as mandatory
manpower report, report of corporate
manpower welfare facilities, and
evidence of the provident fund
program payment/participation.
LITIGATION
Impending Litigation. -
Our searches did not reveal any current

or recent litigation proceedings involving
[*].
20
1. DEFINITIONS
Unless otherwise defined, all and any words or terms used in this Report shall have the
following meanings:
AMDAL Analisis Mengenai Dampak Lingkungan
BANI means Badan Arbitrase Nasional Indonesia or Indonesian

National Board of Arbitration
BKPM means Badan Koordinasi Penanaman Modal or Capital

BLP Budiarto Law Partnership
Company Law Law No. 40 Year 2007 concerning Limited Liability

Companies
DT Department of Trade Republic of Republic of Indonesia
Deed of Deed No. 54 made on May 11, 1994 as defined in page 26

Establishment
Deed No. 127/1996 Deed of Amendment of Article of Association No. 127 made
on September 23, 1996, as defined in page 27
Deed No. 17/2006 Deed of Restatement of Meeting Resolution No. 17 made on

December 21, 2006, as defined in page 28
Deed No. 338/2008 Deed of Amendment of Article of Association No. 338 made
on August 22, 2008, as defined in page Error: Reference
source not found
GMOS means Rapat Umum Pemegang Saham or General Meeting

of Shareholders as defined in page 24
GR.20/2010 means Government Regulation No. 20 Year 2010

concerning Transportation in Waters

concerning Environmental License

concerning Ships

concerning Harbor Affairs
[*]
KTP means Kartu Tanda Penduduk or Identity Card
Law No. 03/1982 means Law No. 03 Year 1982 concerning Company
21
Registration Obligation
Law No. 13/2003 means Law No. 13 Year 2003 concerning Employment
Law No. 32/2009 means Law No. 32 Year 2009 concerning Environment
Protection and Management
MOLHR Ministry / Minister of Law and Human Rights Republic of

Indonesia which shall refer also to the predecessors of the
ministry of law and Human Rights
NPWP means Nomor Pokok Wajib Pajak or Tax File Number as

defined in page 44
NPWP Cabang means Nomor Pokok Wajib Pajak Cabang or Branch’s Tax
File Number as defined in page Error: Reference source not
found
PM. 37/2007 means Minister of Trade Regulation No.

37/M-DAG/PER/9/2007 Year 2007 concerning
Implementation of Company’s Registration
PM.13/2012 means Minister of Transportation Regulation

No.PM.13/2012 concerning Ship’s Registration and
Nationality
PM.30/2012 means Regulation of Minister of Marine and Fishery No.

PER.30/MEN/2012 concerning Fishing Business in Fishery
Management Areas of the Republic of Indonesia (Usaha
Perikanan Tangkap di Wilayah Pengelolaan Perikanan
Negara Republik Indonesia)
Report means this legal due diligence report, as defined in page 1
SIUP means Surat Ijin Usaha Perdagangan or Business License

as defined in page 48
SKDP means Surat Keterangan Domisili Perusahaan or Letter of

Domicile as defined in page 44
SKDP Cabang means Surat Keterangan Domisili Perusahaan Cabang or

Branch’s Letter of Domicile as defined in page Error:
Reference source not found
SKT means Surat Keterangan Terdaftar or Taxation Registration
SPPT PBB means Notification on Tax Due of Land and Building Tax
(Surat Pemberitahuan Pajak Terhutang Pajak Bumi dan
Bangunan)
TDP means Tanda Daftar Perusahaan or Certificate of Company

Registration as defined in page 45
22
TDP Cabang means Tanda Daftar Perusahaan Cabang or Certificate of
Branch’s Company Registration as required in Article 11
paragraph (1) point (d) Law No. 3 of 1982 regarding
Company Registration (Wajib Daftar Perusahaan)
UKL means Upaya Pengelolaan Lingkungan or Environmental

Management Attempt as defined in page 52
UPL means Upaya Pemantauan Lingkungan or Environmental

Monitoring Attempt as defined in page 52
23
2. CORPORATE STRUCTURE
PT DUS is n Indonesian Foreign Capital Investment Company (PMA) and all of the
shares in its share capital are held and owned by foreign legal entity and Indonesia
legal entities [or Indonesian individual].
[*] is an Indonesian limited company and all of the shares in its share capital
are held and owned by Indonesia legal entities.
2.1 Legal Background
(1) Company Formation
The following is a summary of steps required under Company Law and by

the MOLHR for the incorporation of a company in Indonesia. It is
noteworthy that the actions were also common under the predecessors of
the Company Law.
Summary of Action Required
Execute Deed of Incorporation containing Articles of Association of the

company before a Notary.
Submit Deed of Incorporation to MOLHR for approval, attaching Letter of

Domicile, Tax File Number and evidence of payment of paid up capital.
Register the company at Company Register maintained by Company

Registrar and obtain Certificate of Company Registration (Tanda Daftar
Perusahaan).
Announce the Deed of Establishment of the company in the Supplement to

the State Gazette (Tambahan Berita Negara).
A company obtained its status as legal person under the Company Law
once its deed of incorporation is approved by the MOLHR.
24
All actions done by its founders on behalf of a company prior to its
establishment shall bind the Company upon the Company obtaining its
legal person status if such actions are accepted or taken over by the first
General Meeting of Shareholders (the “GMOS”). The GMOS must be
convened within 60 days after the company obtaining its legal person
status, attended by all shareholders of [*]. The resolution passed in this
GMOS has to be voted for by all shareholders of [*]. Failing this, the
founders who entered into the contract shall be personally, jointly and
severally liable for the performed actions and all their consequences.
All actions done by all members of board of directors, board of

commissioners and founders of a company on behalf of the company after
the company is established but prior to the company obtaining its legal
status shall automatically bind the company upon the company obtaining
its legal person status.
(2) Replacement or Appointment of Board Members; Share Transfers;

and Amendment of Articles
In general, appointment or removal of director or commissioner, share

transfer, amendment to the articles of association (including the issue of
new shares / increase of paid up and subscribed capital and increase of
authorized capital) requires a resolution passed by the GMOS or all
shareholders of the company and the resolution has to be restated in a
Notarial deed. In addition, the following actions have also to be completed:
(i) in the case of a share transfer or share issue, a report must be

submitted to MOLHR;
(ii) in the case of an increase in authorized capital, the increase must

be approved by MOLHR;
(iii) in the case of an increase in subscribed and paid up capital within

the authorized capital threshold, a report must be submitted to
MOLHR;
(iv) the share transfer, share issue or increase in capital must be

reported to Department of Trade (“DT”); and
(v) in the case of amendment to the articles of association, the

amendment must be published in the State Gazette.
In the case of share transfers, the transferor and transferee will sign Deeds
of Transfer (Akta Pemindahan Hak) either under hand or before a Notary.
(3) Company Officers
The Company Law, following the Dutch Civil Law tradition, adopts a two-
tier management structure, comprising:
(i) a Board of Directors (Direksi); and
(ii) a Board of Commissioners (Komisaris).
Under the two-tier management structure, the basic function of directors is

to manage and represent the company. The role of commissioners is to
supervise and advise the directors. A limited analogy may be made
between the roles of:
25
(i) Direksi and common law executive directors; and
(ii) Komisaris and common law non-executive directors.
A company must have at least one director and one commissioner. In the
event there is more than one director, one of the directors may be
appointed as President Director, who generally has the authority to bind a
company under agreements with third parties. In the event there is more
than one commissioner, one of the commissioners can be appointed as
President Commissioner.
Each time there is a change to the members of the Board of Directors or

the Board of Commissioners, the following must take place:
(i) the shareholders approve the change to the members of the Board
of Directors and/or Board of Commissioners, with such
shareholders' resolution being restated in a Notarial deed form;
(ii) the change to the members of the Board of Directors and/or the
Board of Commissioners is reported to MOLHR; and
(iii) the change to the members of the Board of Directors and/or the
Board of Commissioners is reported to DT. Indonesian companies
are not required to maintain a Register of Directors or Register of
Commissioners. Rather, evidence of the current composition of the
Board of Directors and Board of Commissioners is in the form of
Shareholders' Resolutions appointing the directors and
commissioners of the company, which follow steps (i) to (iii) above.
Indonesia has no reliable registry of corporate information which is

available to the public. Accordingly, we are unable to independently verify
the information contained in this Section One by conducting a company
search, which would be standard in other jurisdictions.
(4) Articles of Association
Under the Company Law, all Indonesian companies were required to

amend their Articles of Association by mid-August 2008, so as to comply
with standard-form Articles of Association which have been issued by the
Ministry of Law and Human Rights. Failure to amend Articles of Association
could ultimately result in an "interested party" to apply for the relevant
company to be wound-up. Since [*] was established after the Company
Law, therefore the Articles of Association of [*] were already complied with
the Company Law pursuant to Deed of Restatement of Shareholders
Resolution No. 338 dated August 22, 2008.
2.2 PT DUS[*]
(1) Deed of Establishment, MOLHR Approval and State Gazette
(a) Background
(i) Tthe Deed of Establishment of PT OLAM[*] (“Deed of

Establishment”) which includes the Articles of Association
of PT OLAM[*], is contained in Deed No. 32[*], made on
July 19, 1996[*], before Ny. Rukmasanti Hardjasatya S.H.
[*], then a Notary in Central Jakarta[*];
26
a) Tthe Deed of Establishment has been approved by
the Minister of Justice (“MOJ”)OLHR on November
29, 1996[*] pursuant to Decree No. C2-
10.700.HT.01.01.Th.96No. [*];
b) Note:
c)
d) The approval of this Deed of Establishment was
given together with the approval of Deed No. [*].
e)
f) Tthe Deed of Establishment has also been
registered with the Company Registrar on June
12, 1997[*], with registration No. 095/BH
09.01/5/20018112/BH.09.05/VI/97;
g)
h) The Deed of Establishment had later been
announced in the State Gazette No. 104;
Supplement of State Gazette No. 7645 dated
December 29, 1998.State Gazette No. [*];
Supplement of State Gazette No. [*] dated [*].
Note:
The date of Deed of Establishment stated on Minister of

Justice approval is different from the original deed.
Bahwa berdasarkan catatan kami, Akta Pendirian

tercantum pada Akta No. [*[ tertanggal [*] yang telah
diamandemen berdasarkan Akta No. [*] tertanggal [*].
Sedangkan yang tercantum pada SK Menkumham adalah
[*].
We were not provided with the documents evidencing the

announcement of Deed of Establishment in the State
Gazette and documents evidencing the registration of the
Deed of Establishment in the Company Registrar
maintained by Company Registrar Office.
(ii) up to the date of this Report, the Articles of Association in

the Deed of Establishment have been amended several
times pursuant to the following deeds:
a) Deed of Amendment of Article of Association No.

29[*] ("Deed No. 29/1996[*]"), made on October
16, 1996,[*] before Ny. Rukmasanti Hardjasatya
S.H., then a Notary in Central Jakarta, [*], then a
Notary in [*], concerning:
- [the approval of shareholders to accept the resignation of [*] and [*] from [*],
therefore [*] shall be managed by [*] and [*]];
- T[the approval of the amendment of the

article of association of PT OLAM[*] in
accordance with the change of the
shareholders structure] objective and
purpose; quorum, voting, right, and
27
resolution; dissolution and liquidation of
PT OLAM.
Deed No. 29/1996[*] has been approved by

MOJOLHR No. C2-10.700.HT.01.01.Th.96[*] on
November 29, 1996[*] and Deed No. 29/1996[*]
had been registered with the Company Registrar
on June 12, 1997, with registration No.
8112/BH.09.05/VI/97on [*], with registration No. [*];
Note:
the announcement of Deed No. 29/1996[*] was

stated together with the Deed of Establishment in
the State Gazette No. 104; Supplement of State
Gazette No. 7645 dated December 29, 1998.the
State Gazette No. [*], Supplement of State
Gazette No.[*] dated [*].
b) Deed of Minutes of Extraordinary General

Meetings of Shareholders No. 329 ("Deed No.
329/19996"), made on rch 2, 1999Octor 16, 196,
before Ny. Rukmasanti , then a Notary in Central
Jakarta, concerning:
c)
- The approval of the amendment of the
article of association of PT OLAM in
accordance with the change of article 3(2),
20(8), and 25(1) regarding objective and
purpose; quorum, voting, right, and
resolutionboard of directors; tahun
bukuaccounting year; dissolution and
liquidationchairmanshiphead and minutes
of general meetings of shareholders of PT
OLAM;
- The increase of PT OLAM[ authorized

capital from Rp 151,255,000.,[*]-be Rp
698,100,000[*].,--];
- The increase of PT OLAM’ issued capital

from Rp 151,255,,00.,-to be Rp
698,100,000.,-.
-
-
stered with the Company Registrar on June 28,
1999, with registration No.
842.1/BH.09.05/VI/99MOJLHR No. [*] on [*] and [*]
on [*], with registration No. [*];
Note:
Change of shareholders was implicitly stated on

Deed No. 3/1999, which was the transfer of 29,935
shares from Olam Holding Limited to Olam
International Limited. We were not provided with
documents evidencing this transfer of shares.
28
The announcement of Deed No. 3/1999[was
stated togehe State Gazette No. 74, Supplement
of State Gazette No. 5727 dated September 14,
1999.
We were not provided with the documents

evidencing the approval of Deed No. 3/1999, the
announcement of Deed No. 3/1999 in the State
Gazette, and documents evidencing the
registration of the Deed No. 3/1999 in the
Company Registrar maintained by Company
Registrar Office.
d) Deed of Minutes of Extraordinary General

Meetings of Shareholders No. 34 29 ("Deed No.
3429/19996"),made on rc 30, 1999Octob 16, 196,
before Ny. Rukmasanti Hathen a Notary in Central
Jakarta, concerning:

accordance with the change of article 3(2),
20(8), and 25(1) regarding objective and
purpose;
- The increase of PT OLAM’ authorized and

issued capital from Rp 698,100,000.- to be
Rp 930,800,000.,.
Deed No. 3429/19996 has been approved by

MOJLHR No. C-9433HT.01.04.Th.99[*] on May
27, 1999[*] and Deed No. 34/1999[*] had been
registered with the Company Registrar on June
28, 1999[*], with registration No.
842.1/BH.09.05/VI/99[*];
Note:
the announcement of Deed No. 34/1999 was

stated together with the Deed of 3/1999 in the
State Gazette No. 74[*], Supplement of te Gazette
No. 5727[*] dated September 14999[*].

evidencing the announcement of Deed No.
34/1999 in the State Gazette and documents
evidencing the registration of the Deed No.
34/1999 in the Company Registrar maintained by
e) Deed of Minutes of Extraordinary General Meetings of Shareholders Amendment of
Article of Association No. 239 ("Deed No. 239/19996"), made on October 16June 25,
19996, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta,
concerning:
f)
- The approval regarding the change of composition of Board of Directors of PT
OLAM.
- ght, and resolution; dissolution and liqi
Note:
29
the announcement of Deed No. [*] was stated together with the Deed of Establishment in
the State Gazette No. [*], Supplement of State Gazette No.[*] dated [*].
g) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 23 ("Deed
No. 23/1999"), made on June 25, 1999, before Ny. Rukmasanti Hardjasatya S.H., then a
Notary in Central Jakarta, concerning:
- The approval of the amendment of the article of association of PT OLAM in
accordance with the change of composition of Board of Directors of PT OLAM.
Deed No. 23/1999 has been approved by MOJ No. [*] on [*] and [*] had been registered
with the Company Registrar on [*], with registration No. [*];
h) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 12 ("Deed
No. 12/1999"), made on November 12, 1999, before Ny. Rukmasanti Hardjasatya S.H.,
then a Notary in Central Jakarta, concerning:
OLAM.
-
Note:
i) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 26 ("Deed
No. 26/2000"), made on April 27, 2000, before Ny. Rukmasanti Hardjasatya S.H., then a
OLAM.
-
Note:
j) Deed of Minutes of Extraordinary General

Meetings of Shareholders No. 12 ("Deed No.
12/2001"), made on March 14, 2001, before Ny.
Rukmasanti Hardjasatya S.H., then a Notary in
Central Jakarta, concerning:
- The increase of PT OLAM’ authorized and

issued capital from Rp 930,800,000.- to be
Rp 1,628,900,000.,;

article of association of PT OLAM
regarding of directors provision and
cosiion of Boactors of P .
Deed No. 12/200119as been approved by

MOLHRMOJ No-01679.HT.01.04.TH.2001 [*] on
Ju, 2001,[*] and Deed 12/2001[*] had been
regered with the Company Registrar on January 4,
2002[*], with registrat No.
1977/RUB.09.05/X/2001[*];
Note:
the announcement of Deed No. 12/2001 was

stated togthe State Gazette No. 2[*], Supplement
of State Gazette No.191[*] ed January 4, 2002.[*]
30
evidencing the announcement of Deed No.
12/2001 in the State Gazette and documents
evidencing the registration of the Deed No.
12/2001 in the Company Registrar maintained by
k) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 23 ("Deed
No. 23/1999"), made on June 25, 1999, before Ny. Rukmasanti Hardjasatya S.H., then a
- The approval of the amendment of the article of association of PT OLAM in
accordance with the change of composition of Board of Directors of PT OLAM.
Deed No. 23/1999 has been approved by MOJ No. [*] on [*] and [*] had been registered
with the Company Registrar on [*], with registration No. [*];
l) Statemen"Deed No. 18/2003"), made Ail6,00,Ny.

RukmsrdjasataH.,Notary ita, concerning:The
approval regarding the change of composition of
Board of Directors of PT OLAM.
m) Deed of Statement of Shareholders No. 32 ("Deed

No. 32/2003"), made on August 28, 2003, before
Ny. Rukmasanti Hardjasatya S.H., then a Notary in
n) Tthe increase of PT OLAM’ authorized and issued
capital from Rp 1,628,900,000.,- to be Rp
2,559,700,000.,-.
Deed No. 32/2003 has been approved by MOLHR

No. C-25587HT.01.04.TH.2003 on October 27,
2003., adhad bn No. [*];Note:
the announcement of Deed No. [*] was stated
together with the Deed of Establishment in the
State Gazette No. [*], Supplement of State
Gazette No.[*] dated [*].
o) Deed of Amendment of Article of Association No.

05 ("Deed No. 05/2008"), made on July 3, 2008,
before Ashoya Ratam, SH., MKn, then a Notary in
Bekasi, concerning:

accordance with Law Number 40 Year
2007 regarding limited liability company.
Deed No. 05/200819as been approved by

MOLHRJ No. 2-10.718.AH.01.02.Tahun 2008 on
November 29, 1996August 21, 20029/1996 had
been registered with hmpanNote:
the announcement of Deed No. 29/1996 was stated together with the Deed of
Establishment in the State Gazette No. 104; Supplement of State Gazette No. 7645 dated
December 29, 1998.
p) Deed of Restatement of Meeting Resolution No.

21 ("Deed No. 21/2008"), made n July
31
3September 12, 2008, before Ashtam, SH., MKn,
then a Notary in Bekasi, concerning:

article of association of PT OLAM Law
Number 40 Yea data change of company
domicile from North Jakarta to South
Jakarta.
ation No. 8112/BH.09.05/VI/97;Deed No. 21/2008

has been approved by MOLHR No. AHU-
76169.AH.01.02.Tahun 2008 on October 21, 2008.
Note:
We were not provided with the
announcementMOLHR approval of Deed No.
29/1996 21/2008was stated together with the
Deed of Establishment in the State Gazette No.
104; Supplement of State Gazette No. 7645 dated
December 29, 1998.
q) Deed of Restatement of Meeting Resolution No.

025 ("Deed No. 025/201508"), mde on
JlyFebruary 3, 21508, fore Ashoya Ra SH., MKn,
then a Nory in BekasSouth Jakartai, concerning:

article of association of PT OLAM
nyregarding company financialaccounting
year.
Deed No. 29/1996 has been approved by MOJ No.
C2-10.700.HT.01.01.Th.96 on November 29, 1996
and Deed No. 29/1996 had been registered with
the Company Registrar on June 12, 1997, with
registration No. 8112/BH.09.05/VI/97;
We were not provided with the Deed No. 02/2015

as well a of the Deed No. 02/t thereof.the
announcement of Deed No. 29/1996 was sta the
Deed of Estab
Statemen"Deed No. 17/2004"), made Ail6Deme043,
befrukmasanirdj.H., thery in Ceta, concernThe
approval regarding the change of composition of
Deed of Statement of Shareholders No. 1 ("Deed No.

1/2005"), made on November 14, 2005, before Ny.
The approval regarding the change of composition of
Deed No. 1/2005 has been notified to MOLHR as
evidenced by the letter of notification of data
changes No. has been notified by MOLHR No. C-
UM.02.01.18276 on December 15, 2005, and [*]
on [*], with registration No. [*];
32
changes Nohas been notified by MOLHR No. C-
UM.02.01.604 on January 13, 2006, and [*] had
been registered with the Company Registrar on [*],
with registration No. [*];

changes has been notified by MOLHR No. AHU-
AH.01.10.18640 on July 25, 2008, and [*] had
been registered with the Company Registrar on [*],
with registration No. [*];
r) Deed of Restatement of Meeting Resolution No.

16 (“Deed No. 16/2015”), made on February 13,
2015, before Ashoya Ratam, SH., MKn, then a
Notary in South Jakarta, concerning:

accordance with transfer of 235 shares.
Deed No. 16/2005 has been approved by MOLHR No.

AHU-AH.01.03-0931651 on May 12, 2015.
Note:
the date of Deed No. 16/2005 stated on MOLHR approval

is different from the original deed.
Deed of Restatement of Meeting Resolution No. [*] (“Deed
No. [*]”), made on [*] before [*], then a Notary in
[*], concerning:
[The increase of [*]’ authorized capital from Rp[*],-

to be Rp[*],-];
[The increase of [*]’ issued capital from [*] to be

[*],-]
Deed No. [*] has been approved by MOLHR No.

[*] dated [*] and Deed No. [*] has been registered
with the Company Registrar on [*], with registration
No. [*];
Deed No. [*] has also been announced in the State

Gazette No. [*]; Supplement of State Gazette No.
[*] dated [*].
(b) Corporate Structure
33
The main features of PT OLAM[*] as set out in the documents
referred to in section 2.2 (1) above may be summarized as follows.
(i) Status of Incorporation
PT OLAM [[*] became a separate legal entity on the receipt

of MOLHR approval on November 29, 1996[*]].
(ii) Authorized and Issued Capital
Pursuant to the Deed No. 32/2003[*], PT OLAM[*]’s

authorized capital is Rp 2,559,700,000[*].- divided into
110,000[*] shares, and the paid-up and issued capital of PT
OLAM[*] is Rp [*]2,559,700,000.-.- divided into 110,000[*]
shares, each with a nominal value of Rp 23,270[*].-.
All companies incorporated in lndonesia must denominate

their shares in Indonesian Rupiah in the Articles of
Association.
Kurs yang digunakan dalam Olam adalah USD1 sama

dengan [Rp]
(iii) Shareholders
a) Pursuant to the Deed of Establishment, the

shareholding structure of PT OLAM[*] was as
follows:
Shareholders Shares Amount (Rp) %

Olam Holding Ltd 6,435 149,742,450.- 99
Sunny G 65 1,512,550.- 1
Verghese
b) Pursuant to the Deed No. 3/1999[*], the

shareholding structure of PT OLAM[*] is as
follows:
Amount
Shareholders Shares %
(Rp)
Olam International 29,935 696,587,450.- 99.78
Ltd
Sunny G 65 1,512,550.- 0.22
Verghese
Minta dokumen AJB atau dokumen lainnya yang

menunjukan pengalihan saham dari Olah H ke
Olam L
c) Pursuant to the Deed No. 34/1999[*], the

shareholding structure of PT OLAM[*] is as
follows:
34
Olam 39,935 929,287,450.- 99.
International 84
Ltd
Sunny G 65 1,512,550.- 0.1
Verghese 6
Bukti setor disetiap peningkatan modal
d) Pursuant to the Deed No. 12/2001, the

shareholding structure of PT OLAM is as follows:

Olam 69,935 1,627,358,450 99.
International .,- 9
Ltd
Sunny G 65 1,512,550.- 0.1
Verghese
e) Pursuant to the Deed No. 32/2003, the


Olam 109,93 2,558,158745 99.
International 5 0.,- 94
Ltd
Sunny G 65 1,512,550.- 0.0
Verghese 6
f) Pursuant to the Deed No. 16/20151 the


Olam 109,70 2,552,719,000 99.
International 0 .,- 72
Ltd
Sunny G 150 3,490,500.,- 0.1
Verghese 4
Eko 150 3,490,500.- 0.1
Purnomowidi 4
(iv) Company Officers
a) Pursuant to the Deed of Establishment, the

composition of the Board of Directors and the
Board of Commissioners was as follows:
Appointm
ent
Position Name Effective
Date
Director Ashok C Hegde July 19,

1996
35
Commissioner Jagdish A Parihar July 19,
1996
b) Pursuant to the Deed No. 3/1999[*], the

Board of Commissioners was changed as follows:
Appoint
ment
Date
President Ashok C Hegde March 2,

Director 1999
Director Srinivasan V March 2,
Padmanabhan 1999
Arsh Deep S B
Sandeep K Jain
Darshan Raiyani
Munish Minocha
Anup Kumar
Commissioner Jagdish A March 2,
Parihar 1999
c) Pursuant to Deed of Minutes of Extraordinary

General Meetings of Shareholders No. 23 ("Deed
No. 23/1999"), made on June 25, 1999, before Ny.
Central JakartaDeede composition of the Board of
Directors and the Board of Commissioners was as
follows:
Appointm
ent
Date
President Ashok C Hegde June 25,

Director 1999
Director Sandeep S Daga June 25,
Sankarasubban 1999
Parameswaran
Sandeep K Jain
Darshan Raiyani
Munish Minocha
Murali V Chalam
Commissioner Jagdish A Parihar June 25,
1999
Note:
We were not provided with the MOLHR notification

receipt of the Deed No. 23/1999.
d) mposition of the Board of Directors and the Ba

tmentEffe
36
ctive Date
e) Pursuant to the Deed of Establishment, the

tmentEffe
ctive Date
f) Pursuant to the Deed of Establishment, the

tmentEffe
ctive Date
g) Pursuant to Deed of Minutes of Extraordinary

No. 12/1999"), made on November 12, 1999,
before Ny. Rukmasanti Hardjasatya S.H., then a
Notary in Central Jakarta,Minutes "Deed No.
23/1999"), made on June 25, 1999, before Ny.
Ruksai rdsaythen a NtCentralJrtampositio of
Directors Board of
Appointm
ent
Date
President Ashok C Hegde November

Director 12, 1999
Director Sandeep S Daga November
Sankarasubban 12, 1999
Parameswaran
Sandeep K Jain
Darshan Raiyani
37
Murali V Chalam
Anup Kumar
Commissioner Jagdish A Parihar November
12, 1999
Note:

of the Deed No. 12/1999.
h) Pursuant to Deed of Minutes of Extraordinary

No. 26/2000"), made on April 27, 2000, before Ny.
Central Jakarta, Minutes "Deed No. 23/1999"),
made on June 25, 1999, before Ny. Ruksai
rdsaythen a NtCentralJrtampositio of Directors
Board of
Appointm
ent
Date
President Rajeev Raina April 27,

Director 2000
Director Sandeep S Daga April 27,
Sankarasubban 2000
Parameswaran
Sandeep K Jain
Darshan Raiyani
Murali V Chalam
Anup Kumar
Commissioner Jagdish A Parihar April 27,
2000
Note:

of the Deed No. 26/2000.
i) Pursuant to Minutes "Deed No. 23/1999"), made

on June 25, 1999, before Ny. Ruksai rdsaythen a
NtCentralJrta No. 12/osition of thef Direct
Appointm
ent
Date
President Rajeev Raina March 14,

Director 2001
Director Sankarasubban March 14,
Parameswaran 2001
Sandeep K Jain
Darshan Raiyani
Murali V Chalam
38
Anup Kumar
Commissioner Jagdish A Parihar March 14,
2001
j) Pursuant to Deed of Statement of Shareholders

No. 18 ("Deed No. 18/2003"), made on April 16,
2003, before Ny. Rukmasanti Hardjasatya S.H.,
then a Notary in Central Jakarta, the composition
of the Board of Directors and the Board of
Commissioners was as follows:
Appointm
ent
Date
President Murali V. Chalam April 16,

Director 2003
Director Niraj M Ghai April 16,
Anup Kumar 2003
Praveen Singhavi
Commissioner Jagdish A Parihar April 16,
2003
Note:
We were not provided with the Indonesian
language version of Deed No. 18/2003 as well as
notification from MOLHR regarding data change
thereof.
k) Pursuant to Deed of Statement of Shareholders

No. 17 ("Deed No. 17/2004"), made on December
21, 2004, before Ny. Rukmasanti Hardjasatya
S.H., then a Notary in Central Jakarta, the
Appointm
ent
Date
President Murali V. Chalam December

Director 21, 2004
Director Praveen Singhavi December
Vikram Aditya 21, 2004
Watal
Anup Kumar
Commissioner Jagdish A Parihar December
21, 2004
Note:
We were not provided with the Indonesian
language version of Deed No. 17/2004 as well as
notification from MOJ regarding data change
thereof.
39
l) Pursuant to Deed of Statement of Shareholders
No. 1 ("Deed No. 1/2005"), made on November
14, 2005, before Ny. Rukmasanti Hardjasatya
S.H., then a Notary in Central Jakarta, the
Appointm
ent
Date
President Darshan Raiyani November

Director 14, 2005
Director Praveen Singhavi November
Anup Kumar 14, 2005
Vikram Aditya
Watal
Commissioner Jagdish A Parihar November
14, 2005

changes No. C-UM.02.01.18276 dated December
15, 2005.
m) Pursuant to Deed of Statement of Shareholders

No. 1 ("Deed No. 1/2006"), made on January 4,
2006, before Ny. Rukmasanti Hardjasatya S.H.,
then a Notary in Central Jakarta, neral Meetings of
Shareholders No. June 25, 1999, before Ny.
Rukmasadjasatythen a NtCentralJrta
Appointm
ent
Date
President Darshan B January 4,

Director Raiyani 2006
Director Praveen Singhavi January 4,
Sunil Kumar 2006
Agarwal
Vikram Aditya
Watal
Virender Kumar
Verma
Commissioner Jagdish A Parihar January 4,
2006

changes No. C-UM.02.01.604 dated January 13,
2006.
n) Pursuant to Deed of Statement of Shareholders

No. 04 ("Deed No. 04/2008"), made on July 3,
2008, before Ashoya Ratam, SH., MKn, then a
40
Notary in Bekasi, . 23 ("Deed No. 23/1999"), made
on June 25, 1999, before Ny. Rukmasadjasatythen
a NtCentralJrta
Appointm
ent
Date
President Darshan B July 3,

Director Raiyani 2008
Director Ajay July 3,
Badrinarayan 2008
Shastry
Sunil Kumar
Agarwal
Vikram Aditya
Watal
Sumanta Kumar
De
Amit Verma
Commissioner Jagdish A July 3,
Parihar 2008

changes No. AHU-AH.01.10.18640 dated July 25,
2008.
o) Pursuant to Minutes "Deed No. 23/1999"), made

on June 25, 1999, before Ny. Ruksai rdsaythen a
NtCentralJrta No. 21/osition of thef Direct
Appointm
ent
Date
President Ajay September

Director Badrinarayan 12, 2008
Shastry
Director Sunil Kumar September
Agarwal 12, 2008
Sumanta Kumar
De
Amit Verma
Commissioner Jagdish A September
Parihar 12, 2008
p) Pursuant to the Deed No. 03/2008, the composition of the Board of Directors and
the Board of Commissioners was as follows:
tmentEffe
ctive Date
41
q) Pursuant to Deed of Restatement of Meeting
Resolution No. 02 ("Deed No. 02/2010"), made on
June 3, 2010, before Ashoya Ratam, SH., MKn,
then a Notary in Bekasi, the composition of the
Board of Directors and the Board of
Commissioners was as follows:
Appointm
ent
Date
President Sunil Kumar June 3,

Director Agarwal 2010
Director Sumanta Kumar June 3,
De 2010
Amit Verma
Commissioner Jagdish A June 3,
Parihar 2010

changes No. AHU-AH.01.10-15800 dated June 24,
2010.
r) Pursuant to Deed of Statement of Shareholders

No. 19 ("Deed No. 19/2013"), made on January
254,201306,efore before Ashoya Ratam, SH.,
MKn, then a Notary in South JakartaNy. R
Appointm
ent
Date
President Devashish January

Director Chaubey 25, 2013
Director Gopalarathanam January
Srinivasakumar 25, 2013
Sumanta Kumar
De
Amit Verma
Commissioner Jagdish A January
Parihar 25, 2013

42
changes No. AHU-AH.01.10-04475 C-ted
JanuaryFebruary 106.
s) Pursuant to Deed of Restatement of Meeting

Resolution No. 481 ("Deed No.
481/201306"),made on January4Novemr 25,
201306, hoya Ratam, SH., MKn, then Notary in
South JakartaNy. Rukmasanti Hardjasatya S.H.,
then a Nrs and the Board of Commissioners was
as follows:
Appointm
ent
Date
President Prakash Chand November

Director Jhanwer 25, 2013
Director Gopalarathanam November
Srinivasakumar 25, 2013
Amit Verma
Saurabh Rajinder
Suri
Commissioner Krishnan Sridhar November
25, 2013
Deed No. 48/20130 as been notified to MOLHR as

changes No. AHU-AH.01.10-53203 C-Ued
JanuaryDecember 9106.
(c) Purposes and Objectives
Pursuant to Deed No. 05/2008[*], the purposes and objectives of

PT DUS[*] are to undertake business in the field of traing (export,
import, and main distributor) and industry of aultu[*],. In order to
achieve the purposes and objectives as mentioned above, PT
OLAM[*] shall perform its business specifically by conducting these
activities:
[Agricultural activities:
Undertake the business in general fishery including the

procurement of fishery equipment and materials, fish depository,
fish handling, fish-processing, fish distribution and marketing.
(i) Industrial activities:
Undergo the business in general industry, including the

cold storage industry and ice factory industry.
(ii) Trading activities:
Undertake the general trading business including local and

inter-island importing, exporting, and acting as an agent,
commission agent, supplier, wholesale distributor, dealer
or distributor of any kinds of commodities, including the
trade of fish products, and the procurement and dealer of
43
accessories, lubricants, fuel, water and ice.as importer and
main distributor, as well as undertake export trading
business of agricultural/plantation products, including
activities of drying, cleansing, selection, and classification
of the quality of agricultural products.
(iii) Industrial activities:
Undergo the business in food industry, in the form of

gambier processing and drying of fruits and vegetables.
(iv) Services activities:
Undertake the general service business including consultation service in fishery,

procurement and training of sailorman for the domestic and foreign fishing ships.
(v) Construction activities:
Undertake the construction business as contractor, supervisor of the construction of

building, bridge, irrigation, electricity installation, water, gas, and telecommunication, and
supplying the construction materials]
Note:
Pursuant to Principle License issued by BKPM No.

442/T/PER/PMA/2014 on Permanent Business License a (the
newest), PT OLAM DUS is to undertake business in the dustry and
trading the products of agricultsuch as white sugar, garlic,
plantation, palm oil and its derivativeslivestock, machine, and jute
bags, which is slightly dffe activities stated on Deed No. 05/2008 a
(2) Letter of Domicile, Taxpayer Registration and Tax File Numbers
(a) Requirement for Domicile Confirmation
In Indonesia, government departments will frequently require a

company provide a current Letter of Domicile (Surat Keterangan
Domisili or “SKDP”) when applying for new licenses or extensions
to the existing licenses.
The details of DUS’[*]’s Letter of Domicile are as follows:
Date of issue : April 15, 2014 [*]

Number : 187/1.824/2014 [*]
Issuing authority : DKI Jakarta Government [*]
Address : Gandaria Office 8 Building, Lt. 15, Unit
G & H, Jl. Sultan Iskandar Muda,
Kebayoran Lama, Jakarta Selatan
Expiry Date : April 15, 2015 [*]
This Letter of Domicile was valid until January [*].has expired since
April 15, 2015 We wre not provided with a letter of dimicile of
OlamDUat has been extended.
(b) Taxpayer Registration, Tax File Numbers and Taxable

Entrepreneur Number
All companies in Indonesia must have Taxpayer Registration

(Surat Keterangan Terdaftar or “SKT”) and must have a Tax File
44
Number (Nomor Pokok Wajib Pajak or “NPWP”). The details of PT
DUS[*]’s SKT and NPWP are as follows:
- Taxpayer Registration:
Type : Taxpayer Registration

Date of issue : June 24, 2011 [*]
Number : PEM-00150/WPJ.06/KP.1203/2011 [*]
Business Field
Classification : Other Sugar Industry [*]
Tax Liabilities : Value Added Tax (PPN) [*]
‘
Note :
We were not provided with the Sugar Factory Taxpayer

Registration, and the newest Taxpayer Registration..
- Tax File Number (DUS) :
Type : [*]
Date of issue : September 30, 2003 [*]
Number : 02.062.239.5-073.000[*]
Issuing authority : Directorate General of Taxation of
Minister of Finance
- Tax File Number (Factory):
Date of Issue : December 8, 2004

Number : 02.062.239.5-522.001
Issuing authority :Directorate General of Taxation of
Minister of Finance [*]
All companies in Indonesia with Value Added Tax obligations must

have a Taxable Entrepreneur Number (Pengusaha Kena Pajak).
- Taxable Entrepreneur Number:
Name : PT Dharmapala Usaha Sukses (DUS)

[*]
Number : [PEM-00151/WPJ.06/KP.1203/2011 *]
Business Field
Classification : Other Sugar Industry [*]
Tax Liabilities : Value Added Tax (PPN)
(3) Certificate of Company Registration
We have examined the following Certificate of Company Registration

(Tanda Daftar Perusahaan or “TDP”) of PT DUS[*]:
Effective Date : , 2014Januay2008 February 01, 2010

Number : 09.03,1.10.60177 09.01.1.51.07276
Main Business Activity : Fishery commodities
wholesaleSugar Industry
Expiry Date : , 2017Jua5, 2018 July 07, 2014
(4) Register of Shareholder
45
The Company Law requires the Board of Directors to maintain a Register
of Shareholders (Daftar Pemegang Saham), setting out, amongst other
things:
(i) the name and address of the shareholders;
(ii) the amount, number and date of acquisition of the shares owned
by the shareholders and, if more than one class of shares is
issued, each class of shares issued;
(iii) the name and the address of any individual or legal body which
holds rights under a pledge of the shares and the date of obtaining
such rights of pledge; and
(iv) information with respect to shares paid in a form other than cash.
The Register of the Shareholders comprises evidence of:
(i) ownership of shares in the company; and
(ii) whether any security has been granted over the shares.
Note:
We were not provided with the Register of Shareholder of [*].
(5) Special Register
The Company Law requires the Board of Directors to maintain a ”Special

Register" (Daftar Khusus) containing information on the shareholdings of
the members of the Board of Directors and Board of Commissioners and
their families in both the company and any other companies (this disclosure
requirement is aimed at preventing conflict of interest).
Note:
We were not provided with Special Register of [*].
3. GOVERNMENT LICENCES AND FILINGS
3.1 Regulatory Regime for Fishery Trading and Industry Companies
The key government authorities in relation to Indonesian companies engaged in the

business of fishery trading below.
(1) Ministry of Law and Human Rights
MOLHR has authority in relation to matters concerning the establishment of

companies and other corporate issues, including amendments to the
Articles of Association. Please refer to Section One above.
(2) DepartmentDepartment of Trade
The DepartmentDepartment has authority for registration of all companies

and trading matters of general Indonesian companies. Please refer to
Section One above.
46
(3) Ministry of Marine and FisheryIndustry
The Ministry has several governmental authorities in the area of marine

and fisheryindustry and in particular, to issue the licenses for fishing textile
(jute bags) industry and its related businesses.
3.2 Business Licenses
(1) Forms of Company
Indonesian law recognizes:
(a) General Indonesian Companies (Perseroan Terbatas Biasa), which

are:
(i) 100% Indonesian-owned;
(ii) not able to take advantage of any taxation facilities offered

by BKPM;
(b) Domestic Capital Investment Companies (Penanaman Modal

Dalam Negeri ), which are:
(i) 100% Indonesian-owned;
(ii) able to take advantage of taxation facilities offered by

BKPM; and
(iii) subject to the MOLHR and BKPM company regulatory

regimes; and
(c) Foreign Capital Investment Companies (Penanaman Modal Asing),

which:
(i) have a percentage of or total foreign share ownership;
(ii) are able to take advantage of taxation facilities; and
(iii) are subject to the MOLHR and BKPM company regulatory

regimes.
All forms of companies are:
(a) subject to the MOLHR company regulatory regime; and
(b) required to obtain a Business License (Surat ljin Usaha

Perdagangan or "SIUP”) from DT;
PT DUS[*] classified as a PMA Company and therefore subject to both the

MOLHR and BKPM company regulatory regimes. The effect of this is, as
distinct from General Indonesia Companies, PT DUS OLAM[*]
(a) May take advantage of taxation facilities offered to PMDN and

PMA Companies (this relates mainly to exemptions from duties on
import of equipment, referred to as "Master List" equipment); and
(b) Must submit a report on its business activities to BKPM every six
months (Laporan Kegiatan Penanaman Modal or "LKPM").
47
Note:
[*] is classified as a General Indonesian Company and therefore subject to

the MOLHR company regulatory regimes and not qualified to take
advantage of any taxation facilities offered by BKPM.
(2) PT DUS[*]’ Business License
Permanent Trading Business License (Surat lzin Usaha Tetap

Perdagangan)
The details of PT DUS[*]’s Business License are as follows:
Date of issue : January 6, 1997[*]

Valid until : October 2026 [*]
Number : 01/T/PERDAGANGAN/1997[*]
Content : export trade services[*].
Note:
This Permanent Trading Business License issued by BKPM is equivalent to

SIUP, therefore PT OLAM is not obligated to obtain SIUP.
3.3 PT DUS [*] M License
We have reviewed copies of the following BKPM licenses and related approvals in
respect of PT DUS[*]:
(1) Principle License of Foreign Investment
Authority : BKPM
Number : 1145/1/IP/PMA/2014
Date of Issue : April 14, 20145
Content : Foreign Investment Principle License regarding Deed
16/2015[*] ofer of shares
Number : 285/1/IP-PL/PMA/2014
Content : Expansion of Foreign Investment Principle
License
(2) Business License of Foreign Investment
(a) Authority : BKPM

Number : 01/T/PERDAGANGAN/1997
Date of Issue : 6 January 1997
Expiration date : October 2026
Content : export trade service
(b) Authority : BKPM

Date of Issue : 22 October 1999
Expiration date : April 2029
Content : expansion of import, export, distribution trade
service

48
Date of Issue : 9 June 2005
Expiration date : July 2034
Content : expansion of export trade service

Number : 987/T/INDUSTRI/2006
Date of Issue : 22 December 2006
Expiration date : August 2036
Content : expansion of food industry of gambir processing
in Padang
Note:
This BKPM approval No. 987/T/INDUSTRI/2006 has been revoked
by BKPM Decree No. 67/C/VII/PMA/2009 regarding revocation of
business license of PT OLAM Branch Padang dated 27 May 2009.
(3) Approval Letter of Foreign Investment

Number : 144/1/IU/III/PMA/PERDAGANGAN/2011
Date of Issue : 15 July 2011
Content : notification for change of head office domicile and
the project location of PT OLAM

Number : 288/III/PMA/1999
Date of Issue : 22 March 1999
Content : change of project location, field of business, and
investment plan of PT OLAM on BKPM Approval
No. 968/III/PMA/1996 dated 14 November 1996
(c) Authority : BKPM

Date of Issue : 22 February 1999
Content : change of shareholders
(d) Authority : BKPM

Content : change of BKPM Approval No. 460/III/PMA/1996
dated 4 July 1996 on expansion of project location
and increase of investment
Note:
We were not provided with BKPM Approval No. 460/III/PMA/1996
dated 4 July 1996.
(e) Authority : BKPM

Date of Issue : 14 November 1996
Content : change on BKPM Acknowledgment No.
468/I/PMA/1996 dated 14 June 1996
(f) Authority : BKPM

Number : 468/I/PMA/1996
Content : Acknowledgment of President Approval for PT
OLAM’s investment facilities
Note:
49
In accordance with President Approval No. B-374/Pres/5/1996
dated 20 May 1996.
(4) Business Activities Report
[list of LKPM from time to time]

3.4 PT OLAM’s Licenses and Approvals Issued by Directorate General of
Pharmaceutical and Health Equipment epartment of Trade[*]
(1) Legal Background
[*]
(2) Distributor of Medical Equipment License
[*] holds the Distributor of Medical Equipment License with the following details:
Company : [*]
Address : [*]
Number : [*]
Issue date : [*].
Activities : [*]
Pursuant to article 13(1) PM.30/2012, IUP is valid as long as the company performs fishery
business activities.
Utilization of Nuclear Energy License
[*]
Other Documents Relating to the Business Activities
[*]
3.5 OtherImport / Export Activities Licenses
According to Article 2 of Minister of Trade Regulation No.

45/M-DAG/PER/9/2009 entitled Importer Identification Number (API) as
amended by Minister of Trade Regulation No. 20/M-DAG/PER/7/2011(“API
Regulation”), imports can only be done by importers who have API. PT
DBMS as a company who perform its business with import activities
therefore shall hold API license.
Regulation regarding API provision is regulated on Minister of Trade

Regulation No. 27/M-DAG/PER/5/2012 entitled Provisions of Importer
Identification Number as amended by Minister of Trade Regulation No.
84/M-DAG/PER/12/2012.
Furthermore, importer who performs import activities on particular goods as

specified by Director General of Foreign Trade, Ministry of Trade, must
hold Special Importer Identity Number as stipulated on Minister of Trade
No. 141/MPP/Kep/3/2002 entitled Special Importer Identity Number (NPIK)
as amended by Minister of Trade Regulation No. 07/M‐DAG/PER/3/2008
(“NPIK Regulation”).
50
In addition, Minister of Finance Regulation No. 63/PMK.04/2011 entitled
Customs Registration has clearly stipulated that to be able to fulfill customs
obligations, PT DUS as an importer and exporter (user) is obliged to
perform Registration Customs Services to the Directorate General of
Customs and Excise resulting to the issuance of Customs Identity Number.
(2) PT DUS Import/Export Activities Licenses
PT DUS holds Licenses in relation to Import / Export as follows:
(a) Producer Importer Identification Number (Angka Pengenal

Importir - UmumPron or “API-PU”)
The details of PT DUS’s API-PU ar as follows:
Name : PT Dharmapala Usa

Date of issue : 10 September 2012
Number : 090500712-B
Issuing authority : BKPM, Ministry of Trade
BAG XI [HS NO. 5 : Sugar Industry
(b) Special Importer Identity Number (Nomor Pengenal Importir

Khusus or “NPIK”)
The details of PT DUS’s NPIK are as follows:
(i) NPIK for sugar
Name : PT DUS
Date of issue : February 13, 2015
Number : 2.09.0971.04.00408
Expiry date : February 12, 2020
Issuing authority: Minister of Trade
(ii) s and its components
Name : PT DUS
Date of issue : May 7, 2014
Number : 2.09.05.07.95704
Expiry date : May 6, 2019
Issuing authority: Minister of Trade
Name : PT Olam IndonesiaDUS

Number : 1.09.05.05.04169
(c) Customs Identity Number (Nomor Identitas Kepabeanan or

“NIK”)
The details of PT DUS’s NPIK are as follows:
Name : PT DUS
Date of issue : October 11, 2012
Number : 01.011339
Issuing authority : Directorate General of Customs and
Excise, Minister of Finance
51
PT OLAM[*] holds other relevant licenses as follows:
(a) Temporary Coffee Exporter (Eksportir Kopi Sementara or “EKS”)
Name : PT Olam Indonesia

Date of issue : 1 August 2013
Number : 44/DAGLU/EKS/8/2013
Type of goods : jute bags
Issuing authority : Directorate General of Foreign Trade,
Minister of Trade
(b) Registered Importer (Importir Terdaftar or “IT”)

Date of issue : 2 November 2012
Number : 02.09.2195
Expiration date : 15 January 2015
Type of goods : ready-made garments (jute bags)
Issuing authority : Directorate General of Foreign Trade,
Minister of Trade
(c) Exemption from obligations of labeling in Indonesian language

(Surat Pembebasan Kewajiban Pencantuman Label Dalam
Bahasa Indonesia or “SPKPLBI”)

Date of issue : 9 October 2014
Number : 0783/UPP/SPKPLBI/10/2014
Type of goods : jute bags
Issuing authority : Directorate General of Standardization
and Consumer Protection, Minister of
Trade
3.6 Environment Licenses
(1) Background
In conformity with Law No. 32 Year 2009 (“Law No. 32/2009”) concerning
Environment Protection and Management and the new Government
Regulation No. 27 Year 2012 on Environmental License (“GR.27/2012”)
which is effective as of February 23, 2012, in performing its business
activities, [*] shall obtain Approval of Environmental Management Attempt
(Upaya Pengelolaan Lingkungan or “UKL”) and Environmental Supervision
Attempt (Upaya Pemantauan Lingkungan or “UPL”) and Environmental
License (Izin Lingkungan) at the project site approved by the local
authority. However, it is also stated in the GR 27/2012 that every
environmental document approved prior to the enactment of the regulation
remains valid and shall serve as Environmental License.
(2) Environmental Management Attempt (Upaya Pengelolaan

Lingkungan) and Environmental Supervision Attempt (Upaya
Pemantauan Lingkungan)
Note:
We were not provided with any UKL-UPL License or Environmental

License documents of PT DUS[*].
52
Under the provision of Article 109 of Law No. 32/2009, any person who
performs business activities without having an Environmental License,
shall be punished by 1 (one) year up to 3 (three) years custody and by a
fine with nominal value of Rp1, 000,000,000,- (one billion Rupiah) up to
Rp3,000,000,000,- (three billion Rupiah).
4. AGREEMENTS
[*]
5. ASSETS, LIABILITIES AND LABORS
1.1[5.1] Assets
(1) Land
(a) Background
Indonesian law distinguishes between:
(i) land which is unregistered (Adat), the boundaries and

ownership of which are often difficult to determine; and
(ii) land which is registered at the Land Office with jurisdiction

over the land.
(iii) Right of Ownership
A Right of Ownership is similar to the "freehold” concept of

title under the common law system and is considered to be
the "strongest" form of ownership under Indonesian law. A
Right of Ownership may be held by Indonesian nationals
only.
(iv) Right of Exploitation
A Right of Exploitation gives a right to exploit the land. The

grant is usually for an initial period of 60 years and may be
renewed for a further period of 35 years. A Right of
Exploitation may be held by Indonesian citizens or
Indonesian companies engaged agriculture, fishery or
cattle breading.
(v) Right to Build
A Right of Building gives a right to construct and own

buildings on land. Tile is usually granted for an initial
period of 50 years and may be renewed for a further period
of 30 years.
(vi) Right of Use
A Right of Use gives a right to use land owned by another

party for the purpose described in the relevant grant.
(vii) Right of Lease
53
A Right of Lease confers a right upon the lessee to utilize
the land owned by another party by paying compensation.
(b) Right to Build
[*] has a Right to Build over a piece of land, with the following
details:
Rights to Build Certificate : [*]

Issuance Date :
Valid Until :
Land Measure :
Survey Certificate :
No./Date
Land Location :
Issuer :
1.2[5.2] Labors
Law No 13 Year 2003 concerning Employment (“Law No.13/2003”) defines

2 (two) kinds of employment contract which are:
(a) Employment contract for specified time.
An employment contract for a specified time shall be made in

writing and must be written in the Indonesian language with Latin
alphabets. Employment contract for a specified time, if not made in
writing, shall be regarded as an employment contract for an
unspecified time. Employment contract for a specified time cannot
be made for jobs that are permanent by nature.
Employment contract for a specified time may be made for a period
of no longer than 2 (two) years and can only be extended one time
that is no longer than 1 (one) year.
(b) Employment contract for unspecified time.
An employment contract for an unspecified time may require a

probation period for no longer than 3 (three) months. During the
probation period the entrepreneur is prohibited from paying wages
less than the applicable minimum wage.
Note:
We were not provided with any employment contract or agreement

of [*].
(1) List of Employee
We have received a list of employees of [*] in Maumere and Larantuka, according

to list of employees of [*] in Maumere, name of the employees are listed as follows:
I. LIST OF EMPLOYEES IN MAUMERE
Division No. Name Division No. Name
54
Branch Manager 1. Field Division 1.
2.
Human 1. 3.
Resources
4.
Finance 1. 5.
2.
3. Workshop 1.
Division
4. 2.
3.
Production Head 1. 4.
5.
Quality Control 1.
2. Cold Storage 1.
Division
3. 2.
4. 3.
4.
Processing 1.
2. Logistic and 1.
Legal
Division
3. 2.
4.
5. Compression 1.
Division
6. 2.
7. 3.
8. 4.
9. 5.
10.
11. Driver 1.
12. 2.
13. 3.
14. 4.
15. 5.
16. 6.
17. 7.
18.
19. Security 1.
20. 2.
21. 3.
22. 4.
23. 5.
24.
25. Canteen and 1.
Dormitory
(2) Licenses
We have received several employment licenses of PT OLAM as follows:
(a) Provident Fund Participation Certificate (Sertifikat Kepersertaan

Jamsostek or “Jamsostek”)
The details of PT OLAM’s Jamsostek are as follows:

Date of issue : 30 March 2000
Number : 96LJO006
Issuing authority : PT Jamsostek
Note:
55
We were not provided with any mandatory documents in employment such as
Manpower Report Obligation (Wajib Lapor Tenaga Kerja/WLTK), Provident Fund
Participation Certificate (Sertifikat Kepersertaan Jamsostek), and evidence of the
provident fund program payment (Bukti Pembayaran Jamsostek), Utlization Plan
of Foreign Eemployment (Rencana Penggunaan Tenaga Kerja Asing/RPTKA), and
Employing Permits of Foreign Workers (Izin Mempekerjakan Tenaga Kerja
Asing/IMTA)..
Sanctions:
(i) Manpower Report Obligation (Wajib Lapor Tenaga Kerja/WLTK):
Under the provision of Article 10 of Law No. 07 Year 1981 concerning

Manpower Report Obligation, any negligence by a person or a
management of the company to fulfill the mandatory manpower report
obligation to the Manpower Minister, shall be punished by for not more than
3 (three) months custody or by a fine of not more than Rp1.000.000,- (one
million and five hundred thousand Rupiah).
(ii) Participation of Provident Fund Program (Kepesertaan Jamsostek):
Under the provision of Article 4 paragraph (1) and (2) jo. Article 17 Law No.
3 Year 1992 concerning Provident Fund Program, any negligence by a
person or a management of the company to participate all of his/her/its
employees to provident fund program, shall be punished by for not more
than 6 (six) months custody or by affine of not more than Rp50,000,000,-
(fifty million Rupiah).
(iii) Employing Permits of Foreign Workers (Izin Mempekerjakan Tenaga Kerja

AsingRencana Penggunaan Tenaga Kerja Asing/IM
Under the provision of Article 42 paragraph (1) of Law No. 13 Year 2003
concerning Labour, every employer who employs foreign worker (Tenaga
Kerja Asing or “TKA”) must have written permission from the Minister or a
designated official (IMTA). Furthermore according to Article 6 jo. Article 30
of Regulation of the Minister of Manpower and Transmigration No. 12 Year
2013 concerning Procedures for Use of Foreign Workers, approval of
RPTKA is required in order to obtain such license (IMTA). Any negligence
by a person or a management of the company to fulfill the IMTA obligation,
shall be punished by revocation/refusal of working permit of the foreign
workers thereof.
6. LITIGATION AND DISPUTES
This Section is based upon inquiries made to: the District Court of North Jakarta,
the National Arbitration Council of Indonesia, the Industrial Relation Court of
Jakarta, the Administrative Court of Jakarta, the Commercial Court of Central
Jakarta, Tax Court, the District Court of Maumere, the District Court of Larantuka,
the Industrial Relation Court of Kupang, and the Administrative Court of Kupang,
which are the courts having jurisdictions over [*].
Search Result for [*]:
Appendix 1: Statement Letters: contains the Statement Letters which we have

received as at the date of this Report which indicates that [*] has never registered
as a party to:
56
A. any civil or criminal proceedings in the District Court of [*] Jakarta since [*]
up to [*] pursuant to Statement Letter No. [*] issued by the Registrar of
District Court of [*] Jakarta on [*];
B. any arbitration proceedings in the National Arbitration Council of Indonesia

since [*] up to [*] pursuant to Statement Letter No.[*] issued by the Board of
Management of National Arbitration Council of Indonesia on [*];
C. any administrative proceedings in the Administrative Court of Jakarta since

[*] up to [*] pursuant to Statement Letter No. [*] issued by the Registrar of
Administrative Court of Jakarta on January [*];
D. any tax proceedings in the Tax Court up to [*] pursuant to Statement Letter
No. [*] issued by the Tax Court Secretary on [*];
E. any industrial dispute proceedings in the Industrial Relations Court in

District Court of Central Jakarta since [*] up to [*], pursuant to Statement
Letter No. [*] issued by the Registrar of Industrial Relations Court in the
District Court of Central Jakarta on [*];
F. process of bankruptcy, suspension of indebtedness in the Commercial

Court/District Court of Central Jakarta since [*] up to [*], pursuant to
Statement Letter No. [*] issued by the Registrar of the Commercial
Court/District Court of Central Jakarta on [*];
57
CONCLUSIONS AND RECOMMENDATIONS
1. Corporate Documents
2. Licensing
3. Assets and Liabilities
4. Labors
58
Attachment 1: List of Documents Received
List of documents of PT KARYACIPTA BUANASENTOSADharmapala Usaha Sukses
NO. Name of Documents

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
59
51.
52.
53.
60
Appendix 1: Statement Letters
61
62

Dokumen - Tips LDD PT Olam

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Dokumen - Tips LDD PT Olam

Uploaded by

Copyright:

Available Formats

LEGAL DUE

BUDIARTO Law Partnership

LEGAL DUE DILIGENCE REPORT.......................................................................................1

(1) Deed of Establishment, MOLHR Approval and State Gazette..................15

Ref. No. [*]

PT Dharmapala Usaha Sukses [*]

LEGAL DUE DILIGENCE REPORT

3.1 Purpose of Report

PT DUS[*] is a limited company established under the laws of the Republic of

PT DUS[*] is operating as an importer, exporter, and main distributor (trading) [*]

We have been instructed to conduct a due diligence review of certain matters

3.2 Scope of Report

(1) Corporate, to confirm the due incorporation of PT DUS[*], its current

(2) that no document provided to us has been varied, cancelled or superseded by

(7) the details revealed by searches of public registers maintained by

PT OLAM[*] was not a legal entity

The Deed of Establishment had later

The approval of this Deed of

The announcement of the Deed of

The approval of this Deed No. 29/1996

The announcement of the Deed No.

Deed No. 127/1996 has been approved

Deed No. 127/1996 had later been

3. Deed of Amendment of Article of -

Deed No. 17/2006 has been approved

Deed No. 17/2006 has also been

4. Deed No. 05/2008338/2008 concerning We were not provided with the

6. Register of Shareholder We were not provided with the

7. Special Register We were not provided with Special

1. PT DUS [*] holds several Letter of eNot proiAM.-

(a) Letter of Company Domicile of

(b) Letter of Company Domicile No.

(c) Letter of Company Domicile No.

(d) Letter of Company Domicile No.

(e) Letter of Company Domicile No.

(f) Letter of Company Domicile No.

(g) Letter of Company Domicile No.

(h) Letter of Company Domicile No.

(i) Letter of Company Domicile No.

(j) Letter of Company Domicile No.

(k) Letter of Company Domicile No.

(l) Letter of Company Domicile No.

(m) Letter of Company Domicile No.

2. PT DUS[*] holds several Certificate of -

(a) TDP No. 09.05.1.71.41167 issued

(b) TDP No. 09.05.1.15.41167 issued

(c) TDP No. 09.05.1.15.41167 issued

(d) TDP No. 09.05.1.15.41167 issued

(e) TDP No. 09.05.1.15.41167 issued

(f) TDP No. 09.03.1.15.60177 issued

(g) TDP No. 09.03.1.10.60177 issued

(h) TDP No. 09.03.1.10.60177

(i) TDP No. 09.03.1.10.60177 issued

(a) NPWP number 02.062.239.5-

(b) NPWP number 02.062.239.5-

(c) NPWP number 02.062.239.5-

(d) Notification Letter No.

(e) Notification Letter No.

4. PT DUS[*] holds several Taxable eotNot poderepreneur Number (-

(a) Statement of Tax Registration No.

(b) Statement of Tax Registration No.

(c) Letter of Taxable Entrepreneur

(d) Statement of Tax Registration No.

PT DUS[] is operating as an importer, exporter, and main distributor (trading) []