Restrictions - Wintermar Offshore Marine Tbk

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S.
PERSONS WITH ADDRESSES OUTSIDE OF THE U.S.
IMPORTANT: This e-mail is intended for the named recipient(s) only. If you are not an
intended recipient, please delete this e-mail from your system immediately. You must
read the following before continuing. The following applies to the offering document (the
“Offering Circular”) attached to this e-mail, and you are therefore advised to read this page
carefully before reading, accessing or making any other use of the attached Offering Circular.
In accessing the Offering Circular, you agree to be bound by the following terms and
conditions, including any modifications to them any time you receive any information from
us as a result of such access.
Confirmation of Your Representation: You have accessed the attached Offering Circular on
the basis that you have confirmed your representation to each of PT CIMB Securities
Indonesia, PT Ciptadana Securities and PT Bahana Securities (together the “Joint Lead
Underwriters”) and CIMB Bank (L) Limited (the “International Selling Agent”) that: (1) you
received the attached Offering Circular; (2) you are neither resident in the United States nor a
U.S. person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), nor acting on behalf of a U.S. person, the electronic mail address that
you gave us and to which this e-mail has been delivered is not located in the U.S., its
territories or possessions, and, to the extent that you eventually purchase the securities
described in the attached Offering Circular, you will be doing so pursuant to Regulation S
under the Securities Act; and (3) that you consent to delivery of the attached Offering Circular
and any amendments or supplements thereto by electronic transmission.
The attached Offering Circular has been made available to you in electronic form. You are
reminded that documents transmitted via this medium may be altered or changed during the
process of transmission and consequently none of the issuer of the securities, the Joint Lead
Underwriters, the International Selling Agent, their respective affiliates or any person who
controls any of them, or any of their respective directors, officers, employees or agents or any
affiliates of any such person, accepts any liability or responsibility whatsoever in respect of
any discrepancies between the Offering Circular distributed to you in electronic format and
the hard copy version. We will provide a hard copy version to you upon request.
Restrictions: The attached Offering Circular and notice are being furnished in connection with
an offering exempt from registration under the Securities Act solely for the purpose of
enabling a prospective investor to consider the purchase of the securities described in the
Offering Circular. In making an investment decision, investors must rely on their own
examination of the merits and risks involved.
THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S.
OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR
SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT),
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
Except with respect to eligible investors in jurisdictions where such offer is permitted by law,
nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of
either the issuer of the securities or any of the Joint Lead Underwriters or International Selling
Agent to subscribe for or purchase any of the securities described therein, and access has been
limited so that it shall not constitute “directed selling efforts” (as defined in Regulation S
under the Securities Act) in the United States or elsewhere. If a jurisdiction requires that the
offering be made by a licensed broker or dealer and the underwriters or any affiliate of the

underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to
be made by the Joint Lead Underwriters or International Selling Agent or any of their
respective eligible affiliates on behalf of the issuer in such jurisdiction.
You are reminded that you have accessed the attached Offering Circular on the basis that you
are a person into whose possession this Offering Circular may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not nor are
you authorized to deliver or forward this document, electronically or otherwise, to any other
person. If you have gained access to this transmission contrary to the foregoing restrictions,
you will be unable to purchase any of the securities described therein.
Actions That You May Not Take: You should not reply by e-mail to this announcement, and
you may not purchase any securities by doing so. Any reply e-mail communications,
including those you generate by using the “Reply” function on your e-mail software, will be
ignored or rejected.
YOU MAY NOT AND ARE NOT AUTHORIZED TO (I) FORWARD OR DELIVER
THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE,
TO ANY OTHER PERSON OR (II) REPRODUCE SUCH OFFERING CIRCULAR
IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR
REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING
CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY
WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT
OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
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this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it
is free from viruses and other items of a destructive nature.

Offer of 900,000,000 Ordinary Shares
of Par Value Rp.100 Each
and 90,000,000 Series I Warrants
PT WINTERMAR OFFSHORE MARINE Tbk
(incorporated with limited liability under the laws of the Republic of Indonesia)
We have prepared this Offering Circular (“Offering Circular”) in connection with the offering of
900,000,000 ordinary shares (the “Offer Shares”), par value Rp.100 per share (the “Shares”) and 90,000,000
accompanying Series I Warrants that each provide the right to purchase one Share (the “Offer Warrants” and,
together with the Offer Shares, “Offer Securities”). We are offering the Offer Securities in a combined offering
(the “Combined Offering”) to (i) eligible investors resident outside the Republic of Indonesia and outside the
United States (the “International Offering”), and (ii) through a public offering in the Republic of Indonesia (the
“Indonesian Offering”), each in reliance on Regulation S (“Regulation S”) under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”). The Offer Securities may be reallocated between the International
Offering and the Indonesian Offering. See “Plan of Distribution”. This Offering Circular is being made available
with respect to the International Offering only. All references to “the Company”, “we”, “our” and “us” in this
Offering Circular, unless otherwise specified or the context otherwise requires, are to PT Wintermar Offshore
Marine Tbk and its subsidiaries.
The Offer Securities have not been and will not be registered under the U.S. Securities Act or any United
States state securities laws and may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable United States
state securities laws. The Offer Securities are being offered or sold only outside the United States in reliance on
Regulation S. For a description of these and certain further restrictions on offers and sales of the Offer Securities
and distribution of this Offering Circular, see “Plan of Distribution” and “Transfer Restrictions”.
This Offering Circular may only be distributed outside Indonesia to persons who are neither
citizens of Indonesia (wherever located) nor residents of Indonesia.
The Combined Offering is our initial public offering, and no public market currently exists for our Shares.
We have obtained preliminary listing approval for our Shares (including the Offer Shares) to be listed on the
Indonesia Stock Exchange (the “IDX”).
See “Risk Factors”and “Additional Risk Factors” for a discussion of certain risks
to be considered in connection with an investment in our Shares.
The Offer Securities are expected to be delivered to purchasers on or about November 26, 2010.
Our Shares are expected to begin trading on the IDX on November 29, 2010.
_______________
International Selling Agent
Offering Circular dated November 22, 2010.

TABLE OF CONTENTS
Enforceability of Civil liabilities ............................................................................................................................... iv
Cautionary Note Regarding Forward-Looking Statements .................................................................................... v
Summary of the Offering ............................................................................................................................................ 1
Additional Risk Factors .............................................................................................................................................. 3
Plan of Distribution ..................................................................................................................................................... 9
Transfer Restrictions ................................................................................................................................................ 15
Legal Matters ............................................................................................................................................................. 17
Independent Accountants ......................................................................................................................................... 17
Summary of Certain Significant Differences Between Indonesian GAAP and IFRS ......................................... 18
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THIS OFFERING CIRCULAR DOES NOT PURPORT TO, NOR DOES IT, CONTAIN ALL
THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY REQUIRE IN INVESTIGATING
THE COMPANY PRIOR TO MAKING AN INVESTMENT DECISION IN RELATION TO THE OFFER
SECURITIES. ACCORDINGLY, THIS OFFERING CIRCULAR IS NOT INTENDED TO PROVIDE
THE BASIS OF ANY INVESTMENT DECISION AND SHOULD NOT BE CONSIDERED A
RECOMMENDATION BY PHATRA SECURITIES COMPANY LIMITED OR ANY DEALER OR
UNDERWRITER THAT A PROSPECTIVE INVESTOR SHOULD PURCHASE THE OFFER
SECURITIES. EACH PERSON RECEIVING THIS OFFERING CIRCULAR ACKNOWLEDGES THAT
SUCH PERSON HAS NOT RELIED ON PHATRA SECURITIES COMPANY LIMITED, ANY DEALER
OR UNDERWRITER OR ANY PERSON AFFILIATED WITH ANY OF THEM IN CONNECTION
WITH ITS INVESTIGATION OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION
CONTAINED HEREIN OR OF ANY ADDITIONAL INFORMATION CONSIDERED BY IT TO BE
NECESSARY IN CONNECTION WITH ITS INVESTMENT DECISION. IN MAKING AN
INVESTMENT DECISION WITH RESPECT TO THE OFFER SECURITIES, PROSPECTIVE
INVESTORS MUST RELY (AND WILL BE DEEMED TO HAVE RELIED) SOLELY ON THEIR OWN
INDEPENDENT EXAMINATION OF THE COMPANY AND THE TERMS OF THE COMBINED
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
AS USED IN THIS INTERNATIONAL WRAP, THE TERM “OFFERING CIRCULAR” MEANS
THIS INTERNATIONAL WRAP AND THE ATTACHED ENGLISH TRANSLATION OF THE
BAHASA INDONESIA LANGUAGE PROSPECTUS DATED OCTOBER 28, 2010 PREPARED FOR
USE IN THE INDONESIAN OFFERING (THE “TRANSLATED INDONESIAN PROSPECTUS”). THE
TRANSLATED INDONESIAN PROSPECTUS HAS BEEN PREPARED BY THE COMPANY AS A
COURTESY FOR PROSPECTIVE INVESTORS IN THE INTERNATIONAL OFFERING. NONE OF
PHATRA SECURITIES COMPANY LIMITED, ANY DEALER OR ANY UNDERWRITER MAKES
ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE
ENGLISH TRANSLATION OF THE BAHASA INDONESIA LANGUAGE PROSPECTUS. WHILE
PROSPECTIVE INVESTORS SHOULD READ THIS INTERNATIONAL WRAP AND THE
TRANSLATED INDONESIAN PROSPECTUS TOGETHER PRIOR TO MAKING AN INVESTMENT
DECISION TO BUY THE OFFER SECURITIES, THIS OFFERING CIRCULAR DOES NOT
PURPORT TO, NOR DOES IT, CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE
INVESTOR MAY REQUIRE IN INVESTIGATING THE COMPANY PRIOR TO MAKING AN
INVESTMENT DECISION IN RELATION TO THE OFFER SECURITIES.
THE TRANSLATED INDONESIAN PROSPECTUS CONTAINED HEREIN IS A
TRANSLATION OF THE BAHASA INDONESIA LANGUAGE PROSPECTUS PREPARED FOR THE
INDONESIAN OFFERING BASED ON STATUTORY REQUIREMENTS AND DISCLOSURE
PRACTICES IN INDONESIA. EACH PERSON RECEIVING THIS OFFERING CIRCULAR
ACKNOWLEDGES THAT DISCLOSURE REQUIREMENTS AND PRACTICES IN INDONESIA, AS
IN OTHER EMERGING MARKETS, DIFFER SIGNIFICANTLY FROM DISCLOSURE
REQUIREMENTS AND PRACTICES IN MANY EUROPEAN COUNTRIES, THE UNITED STATES
AND OTHER JURISDICTIONS AND ACCORDINGLY ACKNOWLEDGES THAT THIS OFFERING
CIRCULAR DOES NOT PROVIDE THE LEVEL OR TYPE OF DISCLOSURE THAT A
PROSPECTIVE INVESTOR MAY REQUIRE IN CONNECTION WITH ITS INVESTIGATION OF
THE COMPANY OR WHEN MAKING AN INVESTMENT DECISION.
____________
The information contained in this Offering Circular has been provided by the Company and other sources
identified herein. No representation or warranty, express or implied, is made by the the International Selling Agent,
any of the dealers or underwriters as to the accuracy or completeness of such information, and nothing contained in
this Offering Circular is, or shall be relied upon as, a promise or representation by the International Selling Agent
or any of the dealers or underwriters. Any reproduction or distribution of this Offering Circular, in whole or in part,
and any disclosure of its contents or use of any information herein is prohibited, except to the extent such
information is otherwise publicly available. Each offeree of the Offer Securities, by accepting delivery of this
Offering Circular, agrees to the foregoing.
In making an investment decision, each investor must rely on its own examination of the Company and
the terms of the Combined Offering, including the merits and risks involved. By receiving this Offering Circular,
each investor acknowledges that it has been afforded an opportunity to request from the Company and to review,
and has received, all information that it considers necessary to verify the accuracy of, or to supplement, the
information contained in this Offering Circular.
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This Offering Circular is strictly confidential and has been prepared solely for use in connection with the
proposed Combined Offering. The Company has not authorized its use for any other purpose. This Offering
Circular does not constitute an offer of, or an invitation to purchase, any of the Offer Securities in any jurisdiction
in which such offer or invitation would be unlawful. This Offering Circular may not be copied or reproduced in
whole or in part. Distribution of this Offering Circular to any person other than the offeree and those persons, if
any, retained to advise such offeree with respect thereto is unauthorized, and any disclosure of any of its contents,
without prior written consent, is prohibited. By accepting delivery of this Offering Circular, the recipient hereof
agrees to these restrictions.
The Company is not making any representation to any purchaser of the Offer Securities regarding the
legality of an investment in the Offer Securities by the purchaser under any legal investment or similar laws or
regulations. Prospective investors should not consider any information in this Offering Circular to be legal,
business or tax advice. Each prospective investor should consult its own attorney, business advisor and tax advisor
for legal, business and tax advice regarding an investment in the Offer Securities.
The Company and the International Selling Agent, as representative of the dealers and underwriters,
reserve the right to reject any offer to purchase any of the Offer Securities, in whole or in part, or to sell less than
the number of Offer Securities offered by this Offering Circular or for which any prospective purchaser has
subscribed. The Company and the International Selling Agent, as representative of the dealers and underwriters,
may withdraw this offer any time before the closing of the Combined Offering. The offer is specifically made
subject to the terms described in this Offering Circular and in the underwriting agreement described in “Plan of
Distribution”.
The financial statements of the Company presented herein are prepared and presented in accordance with
accounting principles generally accepted in Indonesia (“Indonesian GAAP”) and reporting practices in Indonesia,
which differ in certain material respects from International Financial Reporting Standards (“IFRS”), and are not
comparable to the financial statements of a company prepared under IFRS. See “Summary of Certain Significant
Differences Between Indonesian GAAP and IFRS”.
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to
“the Company”, “we”, “our” and “us” are to PT Wintermar Offshore Marine Tbk and its subsidiaries, all references
to “the Issuer” are to PT Wintermar Offshore Marine Tbk only and all lreferences to “you” are to the prospective
investors of the Shares. All references herein to “Indonesia” are references to the Republic of Indonesia. All
references herein to the “Government” are references to the Government of Indonesia. Unless the context
otherwise requires, all references herein to “the Company” include the Company’s consolidated subsidiaries. All
references herein to “US dollars”, “US dollar”, “dollars”, “US$” and “$” are to the lawful currency of the United
States of America. All references herein to “Rupiah” and “Rp.” are to the lawful currency of Indonesia.
THE OFFER SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED,
DISAPPROVED OR RECOMMENDED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE OR FOREIGN SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES
AND MAY BE A CRIMINAL OFFENSE IN OTHER JURISDICTIONS.
ENFORCEABILITY OF CIVIL LIABILITIES
Our Company is a limited liability company incorporated under the laws of the Republic of Indonesia. All
of our Commissioners, Directors and executive officers reside outside the United States. All or a substantial
portion of our assets and the assets of such persons are located outside the United States. As a result, it may not be
possible for investors to effect service of process within the United States upon us or such persons or to enforce
against us or any of them in US courts judgments obtained in US courts, including judgments based upon the civil
liability provisions of the securities laws of the United States or any state or territory within the United States.
We have been advised by our Indonesian legal counsel, Weco Law Office, that judgments of US courts
based upon the civil liability provisions of the federal securities laws of the United States are not enforceable in
Indonesian courts, although such judgments could be admissible as evidence with respect to the matter of law of
the jurisdiction of US court and may be given evidentiary weight if the Indonesian court deems it appropriate under
the circumstances. Such US court judgments could be offered and accepted into evidence in a proceeding on the
underlying claim in an Indonesian court and may be given such evidentiary weight as the Indonesian court deems
appropriate in its sole discretion. A claimant may be required to pursue a claim in Indonesian courts on the basis of
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Indonesian law. Re-examination of the underlying claim de novo would be required before an Indonesian court.
There is doubt as to whether Indonesian courts will enter judgments on original actions brought in Indonesian
courts based solely upon the civil liability provisions of the federal securities laws of the United States.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company has made forward-looking statements in this Offering Circular that are based on its
management’s beliefs and assumptions and on information currently available to its management. Investors are
cautioned not to rely on these forward-looking statements. Forward-looking statements can be identified by the use
of words such as “may”, “will”, “would”, “could”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “aim”,
“plan” or similar expressions and include all statements that are not historical facts. Forward-looking statements
reflect the Company’s current views with respect to future events and are not a guarantee of future performance.
Investors should understand that many important factors, in addition to those discussed in this Offering Circular,
could cause the Company’s results to differ materially from those expressed in the forward-looking statements.
These factors include, without limitation:
economic, business, market, political and other conditions globally and in Indonesia;
cyclical and seasonal fluctuations in the Company’s results of operations;
changes or volatility in interest rates or foreign exchange rates;
governmental regulation;
the Company’s competitive environment;
the Company’s future earnings and cash flows;
continued availability of capital and financing;
war in the Middle East or elsewhere or acts of international or domestic terrorism;
occurrences of catastrophic events that affect the Company’s business or property; and
other factors beyond the Company’s control.
Forward-looking statements involve risks, uncertainties and assumptions. If one or more of these risks or
uncertainties occur, or if the underlying assumptions prove incorrect, the Company’s actual results may vary
materially from the forward-looking statements contained in this Offering Circular. The Company has no intention
or obligation to update forward-looking statements to reflect future events or circumstances.
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SUMMARY OF THE OFFERING
Issuer ........................................................................ PT Wintermar Offshore Marine Tbk.
Combined Offering .................................................. We are offering 900,000,000 Offer Shares and 90,000,000
Offer Warrants. The Combined Offering consists of a
concurrent International Offering and an Indonesian
Offering. See “Plan of Distribution”.
Indonesian Offering ................................................. Placement of the Offer Shares with investors in Indonesia
through the Underwriters by way of a public offering.
International Offering ............................................... Placement of the Offer Shares outside of Indonesia to certain
professional and institutional investors. The International
Offering is being offered by the International Selling Agent
outside Indonesia and the United States, in reliance on
Regulation S under the U.S. Securities Act and other
applicable laws.
International Selling Agent ...................................... CIMB Bank (L) Limited.
Offer Price ................................................................ Rp.380 per Share.
Offer Securities ........................................................ Offer Shares and Offer Warrants.
Offer Warrants ......................................................... Series I Warrants. Each holder of 10 Offer Shares is entitled
to receive one Offer Warrant, which grants such holder the
right to purchase one Share within two years of the allotment
date. See “Information on Shares Offer and Issuance of
Series I Warrants” in the Translated Indonesian Prospectus.
Listing of our Shares ................................................ We have applied to have our Shares (including the Offer
Shares) approved for listing and quotation on the IDX. If
listing approval is granted, trading in the Shares on the IDX
would be expected to commence on or about November 29,
2010.
Use of Proceeds ........................................................ The net proceeds from the Combined Offering, after
deducting underwriting fees and commissions and other
estimated expenses, are expected to be approximately
Rp.328.5 billion. We intend to use the proceeds as described
in “Plan for Use of Proceeds from Public Offering” in the
Translated Indonesian Prospectus.
Voting Rights ........................................................... Purchasers of the Offer Shares offered in this Combined
Offering will be entitled to the same voting rights as all other
holders of our Shares. Holders of the Offer Warrants will not
have any shareholder rights relating to such Offer Warrants
until they convert such Offer Warrants into Shares.
Payment .................................................................... Payment to us for the Offer Shares is expected to be made on
or about November 26, 2010 in immediately available funds.
Delivery .................................................................... Delivery of the Offer Securities to successful applicants will
be made against payment through the depository facilities of
the Indonesian Securities Depository Company, PT
Kustodian Sentral Efek Indonesia (“KSEI”). It is expected
that the shares will be delivered on or about November 26,
2010.
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Transfer Restrictions ................................................ Our Shares will be subject to certain transfer restrictions as
described in the “Transfer Restrictions” section of this
Offering Circular.
Risk Factors .............................................................. See “Additional Risk Factors” and “Risk Factors” and the
other information included in this Offering Circular for a
discussion of factors investors should carefully consider
before deciding to invest in the Offer Shares.
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ADDITIONAL RISK FACTORS
Prospective investors should carefully consider, in addition to the other information contained in this
Offering Circular, including under “Risk Factors”, the following additional risk factors before purchasing any of
the Offer Shares. Certain risks not presently known to the Company may also affect the Company’s business
operations. In the following risk factors, information relating to the Government and Indonesian macroeconomic
data has been extracted from official Government publications or other third party sources and has not been
independently verified by the Company.
Limitations of this Offering Circular
This Offering Circular does not purport to, nor does it, contain all the information that a prospective
investor may require prior to making an investment decision in relation to the Offer Shares.
This Offering Circular does not purport to, nor does it, contain all the information that a prospective
investor may require in investigating the Company prior to making an investment decision in relation to the Offer
Shares. Accordingly, this Offering Circular is not intended to provide the basis of any investment decision and
should not be considered a recommendation by the International Selling Agent or any dealer or underwriter that a
prospective investor should purchase the Offer Shares. Each person receiving this Offering Circular acknowledges
that such person has not relied on the International Selling Agent, any dealer or underwriter or any person affiliated
with any of them in connection with its investigation of the accuracy or completeness of the information contained
herein or of any additional information considered by it to be necessary in connection with its investment decision.
In making an investment decision with respect to the Offer Shares, prospective investors must rely (and will be
deemed to have relied) solely on their own independent examination of the Company and the terms of the
Combined Offering, including the merits and risks involved.
The Translated Indonesian Prospectus contained herein has been prepared by the Company as a courtesy
for prospective investors in the International Offering. None of the International Selling Agent, any dealer or any
underwriter makes any representation or warranty as to the accuracy or completeness of the English translation of
the Bahasa Indonesia language prospectus. The Translated Indonesian Prospectus is a translation of the Bahasa
Indonesia language prospectus prepared for the Indonesian Offering based on statutory requirements and
disclosure practices in Indonesia. Each person receiving this Offering Circular acknowledges that disclosure
requirements and practices in Indonesia, as in other emerging markets, differ significantly from disclosure
requirements and practices in many European countries, the United States and other jurisdictions and accordingly
acknowledges that this Offering Circular does not provide the level or type of disclosure that a prospective investor
may require in connection with its investigation of the Company or when making an investment decision.
Risks Relating to Indonesia
We are subject to the political, economic, legal and regulatory environment in Indonesia and substantially
all of our operations and assets are located in Indonesia. Our results of operations and financial condition are
affected by changes in Government policies, laws and regulations. Investing in Indonesia and companies located in
Indonesia involves many risks, including the following:
Terrorist activities in Indonesia could destabilize Indonesia, which could adversely affect our business,
financial condition and results of operations and the market price of the Shares.
Since 2002, several bombing incidents with fatalities and injuries have taken place in Indonesia, most
significantly, in Bali in October 2002 and October 2005, at the JW Marriott Hotel in Jakarta in August 2003, at the
Australian embassy in Jakarta in September 2004, in the town of Tentena on the island of Sulawesi in May 2005
and at the JW Marriott Hotel and Ritz Carlton Hotel in Jakarta in July 2009. Further terrorist acts may occur in the
future. Terrorist acts could destabilize Indonesia and increase internal divisions within the Government as it
evaluates responses to that instability and unrest. Violent acts arising from, and leading to, instability and unrest
have in the past had, and may continue to have, a material adverse effect on investment and confidence in, and the
performance of, the Indonesian economy, which could have a material adverse effect on our business, financial
condition, results of operations, prospects and the market price of our Shares.
A slowdown in global or Indonesian economic growth or economic contraction could adversely affect us and
our business, financial condition and results of operations.
Our performance is significantly dependent on the health of the overall global and Indonesian economy.
The economic crisis that affected South East Asia, including Indonesia, from mid-1997 was characterized in
Indonesia by, among other effects, currency depreciation, negative economic growth, high interest rates, social
unrest and extraordinary political developments. These conditions had a material adverse effect on Indonesian
businesses. The economic crisis resulted in the failure of many Indonesian companies to repay their debts when
due.
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Indonesian financial markets and the Indonesian economy are also influenced by economic and market
conditions in other countries. The global financial crisis that began in 2008 had a significant impact on certain
segments of the Indonesian economy as well as the stability of Indonesian financial markets, as evidenced by the
decrease in Indonesia’s real GDP growth rate from 6.3% in 2007 and 6.0% in 2008 to 4.5% in 2009, based on data
from BPS. A loss of investor confidence in the financial systems of emerging or other markets may cause increased
volatility in Indonesian financial markets which may, in turn, adversely affect the Indonesian economy in general.
Any worldwide financial instability could also have a negative impact on the Indonesian economy, which could
have an adverse effect on our business, financial condition, results of operations and prospects. There can be no
assurance that the recent improvement in economic condition will continue or that adverse economic conditions
will not recur. Such developments could have a material adverse effect on our Company and our business, financial
condition, results of operations and prospects.
Political instability in Indonesia could adversely affect the economy, which in turn could affect our business,
financial condition and results of operations.
Since the collapse of the late President Soeharto’s regime in 1998, Indonesia has experienced political
changes and, from time to time, instability, as well as general social and civil unrest on several occasions in recent
years.
For example, since 2000, thousands of Indonesians have participated in demonstrations in Jakarta and
other Indonesian cities both for and against former Presidents Wahid and Megawati and current President
Yudhoyono, as well as in response to specific issues, including fuel subsidy reductions, privatization of state
assets, anti-corruption measures, decentralization and provincial autonomy, potential increases in electricity
charges and the US-led military campaigns in Afghanistan and Iraq. Although these demonstrations were generally
peaceful, some have turned violent. In particular, on several occasions since June 2001, the Government has
mandated increases in the prices of certain basic goods, such as fuel, which in turn sparked nationwide
demonstrations and strikes. In May 2008, the Government decreased fuel subsidies to the public, which led to
public demonstrations. There can be no assurance that future sources of popular discontent will not lead to further
political and social instability.
Separatist movements and clashes between religious and ethnic groups have resulted in social and civil
unrest in certain parts of Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya), there have been
clashes between supporters of separatist movements and the Indonesian military. In Papua, ongoing activity by
separatist rebels has led to violent incidents. In the provinces of Maluku and Central Kalimantan, clashes between
religious and ethnic groups have resulted in fatalities and refugees over the past several years. In recent years, the
Government’s negotiations with these troubled regions has had only limited success, except in the province of
Aceh, where an agreement between the Government and Aceh separatists was reached in 2005 and peaceful local
elections were held with some former separatists as candidates.
In 2004, Indonesians directly elected the President, Vice-President and representatives to the Indonesian
parliament for the first time. Indonesians have also started directly electing heads and representatives of local and
regional governments. In April 2009, elections were held to elect representatives to the Indonesian parliament
(including national, regional and local representatives). Indonesian presidential elections, held in July 2009,
resulted in the re-election of President Yudhoyono. Although parliamentary and presidential elections proceeded
smoothly in 2004 and 2009, political and related social developments in Indonesia have been unpredictable in the
past and there can be no assurance that social and civil disturbances will not occur in the future and on a wider
scale, or that any such disturbances will not, directly or indirectly, materially and adversely affect our business,
financial condition, results of operations and prospects.
Labor activism and legislation could adversely affect our company, our customers and Indonesian companies
in general, which in turn could affect our business, financial condition and results of operations.
Laws and regulations that facilitate the formation of labor unions, combined with weak economic
conditions, have in the past resulted, and may in the future result, in labor unrest and activism in Indonesia. A labor
union law passed in 2000 permits employees to form unions without intervention from their employers. A new
labor law, passed in 2003 (the “Labor Law”), increased the amount of mandatory severance, service and
compensation payments payable to terminated employees. The Labor Law requires implementation of regulations
that may substantially affect labor regulations in Indonesia. Under the Labor Law, employees who voluntarily
resign are entitled to payments for unclaimed annual leave, relocation expenses (if any), severance pay and other
expenses. The Labor Law requires bilateral forums consisting of both employers and employees, and the
participation of more than half of a company’s employees in negotiating collective labor agreements. The law also
set up more permissive procedures for staging strikes. Although several labor unions challenged the Labor Law on
constitutional grounds, the Indonesian Constitutional Court declared it valid, except for certain provisions, such as
the procedures for terminating the employment of an employee who commits a serious mistake and criminal
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sanctions against an employee who instigates or participates in an illegal labor strike. As a result, the Company
may not be able to rely on certain provisions of the Labor Law.
Labor unrest and activism in Indonesia could disrupt our operations, our suppliers or contractors and
could affect the financial condition of Indonesian companies in general, depressing the prices of Indonesian
securities on the IDX and the value of the Rupiah relative to other currencies. Such events could materially and
adversely affect our business, financial condition, results of operations and prospects.
In addition, general inflationary pressures or changes in applicable laws and regulations could increase
labor cost, which could have a material adverse effect on our consolidated operating results or financial condition.
An outbreak of a contagious disease could adversely affect the Indonesian economy and our Company.
The outbreak of an infectious disease in Asia, including Indonesia, or elsewhere, or fear of an outbreak,
together with any resulting travel restrictions or quarantines could have a negative impact on the economy and
business activity in Indonesia and thereby adversely impact our revenue.
In recent years, large parts of Asia experienced unprecedented outbreaks of avian flu. In addition, the
WHO announced in June 2006 that human-to-human transmission of avian flu had been confirmed in Sumatra. As
of June 8, 2010, the WHO had confirmed 136 fatalities out of total number of 165 cases in Indonesia reported to the
WHO, which only counts laboratory-confirmed cases of avian flu. According to the Indonesian Ministry of Health,
between 2005 and 2009, there were 134 fatalities and 1641 cases of avian flu in Indonesia.
In 2003, certain countries in Asia experienced an outbreak of Severe Acute Respiratory Syndrome
(“SARS”), a highly contagious form of pneumonia, which seriously interrupted economic activity in the affected
regions. More recently, in April 2009, there was a global outbreak of the Influenza A (H1N1) virus including
confirmed reports in Hong Kong, Japan, Indonesia, Malaysia, Singapore and elsewhere in Asia. There were a
number of deaths in Indonesia resulting from H1N1. The Influenza A (H1N1) virus is believed to be highly
contagious and may not be easily contained.
An outbreak of avian flu, SARS, the Influenza A (H1N1) virus or another contagious disease or measures
taken by the governments of affected countries, including Indonesia, against potential or actual outbreaks, could
seriously interrupt our operations or those of our distributors, suppliers and customers, which could have a material
adverse effect on our business, financial condition, results of operations and prospects. The perception that an
outbreak of a contagious disease may occur may also have an adverse effect on the economic conditions of
countries in Asia, including Indonesia, and thereby adversely affect our business, financial condition, results of
operations and prospects.
Indonesian corporate and other disclosure and accounting standards and ongoing corporate disclosure
requirements differ from those in the United States, countries in the EU and other jurisdictions.
Our financial statements are prepared in accordance with Indonesian GAAP, which differ in certain
material respects from IFRS. As a result, our financial statements and reported earnings could be significantly
different from those which would be reported under IFRS. This Offering Circular does not contain a reconciliation
of our financial statements to IFRS, and there can be no assurance that such reconciliation, if performed, would
reveal material differences. See “Summary of Certain Significant Differences Between Indonesian GAAP and
IFRS” for a summary of certain significant accounting differences that may be applicable.
Downgrades of credit ratings of Indonesia could adversely affect the Indonesian financial market and our
ability to finance operations and grow.
In 1997, certain international credit rating agencies, including Moody’s, S&P and Fitch, downgraded
Indonesia’s sovereign rating and the credit ratings of various credit instruments of the Government, a large number
of Indonesian banks and other companies. Currently, Indonesia’s sovereign foreign currency long-term debt is
rated “Ba2” by Moody’s (upgraded from “Ba3” on September 16, 2009), “BB” by S&P (upgraded from “BB-” on
March 12, 2010) and “BB+” by Fitch, and its sovereign foreign currency short-term debt is rated “B” by S&P and
Fitch. Even though the recent trend in Indonesian sovereign ratings has been positive, we cannot assure you that
Moody’s, S&P, Fitch or any other international credit rating agency will not downgrade the credit ratings of
Indonesia. Any such downgrade could have an adverse impact on liquidity in Indonesian financial markets, the
ability of the Government and Indonesian companies, including our Company, to raise additional financing and the
interest rates and other commercial terms at which such additional financing is available to us, any of which in turn
may have a negative effect on our ability to finance operations and growth.
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Indonesia is located in a geologically active zone and is subject to the risk of significant geological and other
natural disasters, which could lead to social and economic instability.
The Indonesian archipelago is one of the most volcanically active regions in the world. Because it is
located in the convergence zone of three major lithospheric plates, it is subject to significant seismic activity,
which can lead to destructive earthquakes, volcanoes and tsunamis. On December 26, 2004, an underwater
earthquake off the coast of Sumatra released a tsunami that devastated coastal communities in Indonesia, Thailand
and Sri Lanka. In Indonesia, more than 220,000 people died or were recorded as missing and the disaster caused
billions of US dollars of damage. Aftershocks from the December 2004 tsunami also left tens of thousands
homeless and hundreds more dead. There have been numerous other earthquakes since, including in Yogyakarta,
and various cities in Sulawesi, Manokwari and Padang, some of which left significant numbers of people dead or
homeless. In addition to these geological events, heavy rains have resulted in flooding in Jakarta, Sumatra and
Sulawesi, displacing large numbers of people and killing others. In January 2009, torrential rains caused a dam
outside Jakarta to burst, flooding homes in a densely populated neighbourhood and killing approximately 100
people, with many more reported missing.
While these events have not had a significant impact on the Indonesian capital markets, the Government
has had to spend significant amounts on emergency aid and resettlement efforts. Most of these costs have been
underwritten by foreign governments and international aid agencies. There can be no assurance that such aid will
continue to be forthcoming, or that it will be delivered to recipients on a timely basis. If the Government is unable
to deliver foreign aid to affected communities in a timely fashion, political and social unrest could result.
Additionally, recovery and relief efforts are likely to continue to impose a strain on the Government’s finances, and
may impair its ability to meet its obligations on its sovereign debt. Any such failure on the part of the Government,
or declaration by it of a moratorium on its sovereign debt, could trigger an event of default under numerous
private-sector borrowings, thereby materially and adversely affecting our business, financial condition, results of
operations and prospects.
In addition, there can be no assurance that future geological or meteorological occurrences will not
significantly harm the Indonesian economy. A significant earthquake, other geological disturbance or
weather-related natural disaster in any of Indonesia’s more populated cities and financial centres could severely
disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting
our business, financial condition, results of operations and prospects.
Risks Relating to the Shares
Market and economic conditions may affect the market price and demand for our Shares, which may fluctuate
widely.
Movements in domestic and international securities markets, economic conditions, foreign exchange
rates and interest rates may affect the market price and demand for our Shares. Our Shares and dividends, if any,
will be quoted and declared in Rupiah. Fluctuations in the exchange rate between Rupiah and other currencies will
affect, among other things, the foreign currency value of the proceeds which a shareholder would receive upon sale
of our Shares and the foreign currency value of dividend distributions.
No public market existed for our shares prior to the Combined Offering. We have obtained preliminary
listing approval from the IDX to have our Shares listed and quoted on the IDX. Listing and quotation does not,
however, guarantee that a trading market for our Shares will develop or, if a market does develop, the liquidity of
that market for our Shares.
The Offer Price of our Shares under the Combined Offering will be determined on the price determination
date subsequent to a book-building process by agreement between the International Selling Agent and ourselves
and may not be indicative of prices that will prevail in the market. The price of our Shares after the Combined
Offering may fluctuate widely, depending on many factors, including:
perceived prospects for our business and operations and the food industry in general;
differences between our actual financial and operating results and those expected by investors and
analysts;
changes in analysts’ recommendations or perceptions of our Company;
changes in general economic or market conditions in Indonesia;
future sales by our controlling shareholder;
changes in prices of equity securities of foreign (particularly Asian) and emerging markets
companies; and
broad stock market price fluctuations.
Our Shares may trade at prices significantly below the Offer Price.
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Indonesian law may not protect shareholders as extensively as that of other jurisdictions.
Our corporate affairs are governed by our articles of association, by the laws governing corporations
incorporated in Indonesia, Indonesian capital market law and regulations and the rules of the IDX. The rights of our
shareholders and the responsibilities of our Board of Commissioners and Board of Directors under Indonesian law
may be different from those applicable to a company incorporated in another jurisdiction. Principal shareholders of
Indonesian companies do not owe fiduciary duties to minority shareholders, as compared, for example, to
controlling shareholders in the United States. Our public shareholders may have more difficulty in protecting their
interests in connection with actions taken by members of our Board of Directors or Board of Commissioners or by
our principal shareholders than they would as shareholders of a company incorporated in another jurisdiction.
Indonesian law may operate differently from the laws of other jurisdictions with regard to the convening of, and
the right of shareholders to attend and vote at, general meetings of shareholders of our Company.
We are subject to Indonesian law and the continuing listing requirements of the IDX. In particular, the
convening and conduct of general meetings of our shareholders will continue to be governed by Indonesian law.
The procedure and notice periods in relation to the convening of general meetings of shareholders of our Company,
as well as the ability of shareholders to attend and vote at such general meetings, may be different from those of
jurisdictions outside Indonesia. For instance, the shareholders of our Company who would be entitled to attend and
vote at general meetings of shareholders of our Company are, by operation of Indonesian law, those shareholders
appearing in our register of shareholders on the market day immediately preceding the day (the “Record Date”) on
which the notice of general meeting is issued, regardless of whether such shareholders may have disposed of their
shares following the Record Date. In addition, investors who may have acquired their shares after the Record Date
(and before the day of the general meeting) would not be entitled to attend and vote at the general meeting.
Accordingly, potential investors should note that they may be subject to procedures and rights with regards to
general meetings of shareholders of our Company that are different from those to which they may be accustomed in
other jurisdictions.
We operate in a legal system in which the application of various laws and regulations may be uncertain, and
through the purchase of the Shares, holders of our Shares may be exposed to such legal system and may find it
difficult or impossible to pursue claims relating to the Shares.
As Indonesia is a developing market, its legal and regulatory regime may be less certain than in more
developed markets and may be subject to unforeseen changes. At times, the interpretation or application of laws
and regulations may be unclear and the content of applicable laws and regulations may not be immediately
available to the public. Under such circumstances, consultation with the relevant authority in Indonesia may be
necessary to obtain a better understanding or clarification of applicable laws and regulations.
Indonesia’s legal system is a civil law system based on written statutes; judicial and administrative
decisions do not constitute binding precedent and are not systematically published. Indonesia’s commercial and
civil laws as well as rules on judicial process were historically based on Dutch law as in effect prior to Indonesia’s
independence in 1945, and some of these laws have not been revised to reflect the complexities of modern financial
transactions and instruments. Indonesian courts are often unfamiliar with sophisticated commercial or financial
transactions, leading in practice to uncertainty in the interpretation and application of Indonesian legal principles.
The application of many Indonesian laws depends, in a large part, upon subjective criteria such as the good faith of
the parties to the transaction and principles of public policy, the practical effect of which, absent a binding
precedent system, is difficult or impossible to predict.
Indonesian judges operate in an inquisitorial legal system and have very broad fact-finding powers and a
high level of discretion in relation to the manner in which those powers are exercised. As a result, the
administration and enforcement of laws and regulations by Indonesian courts and Indonesian governmental
agencies may be subject to considerable discretion, uncertainty and inconsistency. Furthermore, corruption in the
court system in Indonesia has been widely reported in publicly available sources.
Indonesian legal principles relating to the rights of shareholders, or their practical implementation by
Indonesian courts, differ from those that would apply within the United States or the EU. Absent a binding
precedent system, the rights of shareholders under Indonesian law might not be as clearly evident as in most United
States and EU jurisdictions. In addition, under Indonesian law, companies may have rights and defenses to actions
filed by shareholders that these companies would not have in jurisdictions such as the United States and EU
member states.
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Overseas shareholders may not be able to participate in future rights offerings or certain other equity issues we
may make.
If we offer or cause to be offered to our shareholders rights to subscribe for additional Shares or any right
of any other nature, we will have discretion as to the procedure to be followed in making such rights available to
our shareholders or in disposing of such rights for the benefit of our shareholders and making the net proceeds
available to such shareholders. To the extent permitted by Indonesian law, we may choose not to offer such rights
or other equity issues to those of our shareholders having an address in a jurisdiction where such an offering would
require registration or would otherwise be restricted, or we may choose not to permit such shareholders to exercise
their rights in this respect.
The Combined Offering may not result in an active or liquid market for our Shares.
No public market existed for our shares prior to the Combined Offering. We have obtained preliminary
listing approval from the IDX to have our Shares listed and quoted. Listing and quotation does not, however,
guarantee that a trading market for our Shares will develop or, if a market does develop, what the liquidity of that
market for our Shares will be.
The Offer Price of our Shares under the Combined Offering will be determined on the price determination
date subsequent to a book-building process by agreement between the International Selling Agent and ourselves
and may not be indicative of prices that will prevail in the trading market. You may not be able to resell your Shares
at a price that is attractive to you or at all.
The trading prices of our Shares could be subject to fluctuations in response to variations in our results of
operations, changes in general economic conditions, changes in accounting principles or other developments
affecting us, our customers or our competitors, changes in financial estimates by securities analysts, the operating
and stock price performance of other companies and other events or factors, many of which are beyond our control.
Volatility in the price of our Shares may be caused by factors outside of our control, or may be unrelated or
disproportionate to our results of operations. It may be difficult to assess our performance against either domestic
or international benchmarks. Although it is currently intended that our Shares will remain listed on the IDX, there
is no guarantee of the continued listing of our Shares.
You will incur immediate dilution in the net asset value per Offer Share.
The Offer Price of our Offer Shares is substantially higher than the book value of net assets per share of
our outstanding Shares. Therefore, purchasers of the Shares in the Combined Offering will experience immediate
and substantial dilution in the net asset value per share of the Offer Shares they own.
The regulations governing Indonesian securities markets differ from those in other markets, which may cause
the market price of our shares to be more volatile.
Indonesian securities markets are less liquid and relatively more volatile compared to securities markets
in certain other countries. The IDX, on which our Shares will be listed, has in the past experienced substantial
fluctuations in the prices of listed securities. The IDX has experienced some problems which, were they to
continue or recur, could affect the market price and liquidity of the securities of Indonesian companies, including
our Shares. These problems have included closures of exchanges, broker defaults and strikes, settlement delays,
and the bombing of the IDX building. In addition, the governing bodies of Indonesian stock exchanges have from
time to time imposed restrictions on trading in certain securities, limitations on price movements and margin
requirements. The levels of regulation and monitoring of the Indonesian securities markets and the activities of
investors, brokers and other market participants are not the same as in certain other countries. In addition, the
ability to sell and settle trades on the IDX may be subject to delays. In light of the foregoing, there can be no
assurance that a holder of our Shares will be able to dispose of its Shares at the prices or times that would be
available to such holder in a more liquid or less volatile market. There may also be less information publicly
available about Indonesian companies than is regularly made available by public companies listed on other
markets. Any of these factors could adversely affect the trading price of our Shares.
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PLAN OF DISTRIBUTION
The Combined Offering
Our Company is offering Offer Securities in the Combined Offering. The Combined Offering consists of
the concurrent International Offering and Indonesian Offering. The closing of the International Offering is
conditional upon the closing of the Indonesian Offering.
The International Selling Agent in the International Offering is CIMB Bank (L) Limited.
Underwriters participating in the Indonesian Offering are PT Ciptadana Securities, PT Bahana Securities
and PT CIMB Securities Indonesia and the other Underwriters named in the Underwriting Agreement (as defined
below).
As compensation to the Underwriters for their commitments to procure investors to purchase (or, in the
event of under-subscription to purchase) the Offer Securities, we will pay or cause to be paid to or on behalf of the
Underwriters, an amount equal to 2.5% of the gross proceeds from the Combined Offering. Purchasers of the Offer
Securities in the International Offering may be required to pay stamp taxes and brokerage and other similar charges
in accordance with the laws and practices of the country of purchase, in addition to the Offer Price. Retail investors
in the Indonesian Offering will not be required to pay brokerage fees. Our Company has agreed to reimburse the
International Selling Agent and the Underwriters for certain expenses and taxes in connection with the Combined
Offering.
The International Offering
Pursuant to an International Coordination Agreement dated November 8, 2010, our Company has agreed
to indemnify the International Selling Agent, its officers, employees, agents, partners, members, directors and
Affiliates and each person, if any, who controls the International Selling Agent within the meaning of Section 15 of
the U.S. Securities Act or Section 20 of the Exchange Act against certain liabilities in connection with the offer and
sale of the Offer Securities, and to contribute to payments which the International Selling Agent may make in
respect thereof.
The Indonesian Offering
In connection with the Indonesian Offering, our Company has entered into an Underwriting Agreement
dated September 22, 2010 (as amended on November 8, 2010, the “Underwriting Agreement”) with the
Underwriters. The Underwriters have agreed, upon the terms and conditions specified in the Underwriting
Agreement, to offer the Offer Securities on our behalf at the Offer Price. If any of the Offer Securities are not
subscribed and paid for pursuant to the Indonesian Offering, the Underwriters have agreed to subscribe and pay for
such Offer Securities at the Offer Price, less underwriting fees. No offer of Offer Securities is being made to
Indonesian citizens or Indonesian residents pursuant to this Offering Circular.
The Offer Securities may be re-allocated from the International Offering to the Indonesian Offering in the
event of an under-subscription in the International Offering and an over-subscription in the Indonesian Offering.
The table below sets forth the underwriting portion of each Underwriter.
Underwriting Portion
Underwriters Number of Shares (%)
PT Ciptadana Securities ....................................................................................... 318,960,000 35.44
PT CIMB Securities Indonesia ............................................................................. 301,240,000 33.47
PT Bahana Securities ........................................................................................... 265,800,000 29.53
PT OSK Nusadana Securities Indonesia .............................................................. 1,250,000 0.14
PT Panin Sekuritas Tbk. ....................................................................................... 1,250,000 0.14
PT AAA Securities ............................................................................................... 1,000,000 0.11
PT Mega Capital Indonesia .................................................................................. 1,000,000 0.11
PT Reliance Securities Tbk. ................................................................................ 1,000,000 0.11
PT Madani Securities ........................................................................................... 750,000 0.08
PT Dinamika Usaha Jaya ..................................................................................... 500,000 0.06
PT e-Capital Securities ......................................................................................... 500,000 0.06
PT Erdhika Elit Sekuritas ..................................................................................... 500,000 0.06
PT Investindo Nusantara Sekuritas ...................................................................... 500,000 0.06
PT Kresna Securities ............................................................................................ 500,000 0.06
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PT Makinta Securities .......................................................................................... 500,000 0.06
PT NC Securities .................................................................................................. 500,000 0.06
PT Phillip Securities Indonesia ............................................................................ 500,000 0.06
PT Valbury Asia Securities .................................................................................. 500,000 0.06
PT Victoria Sekuritas ........................................................................................... 500,000 0.06
PT Bumiputera Capital Indonesia ........................................................................ 250,000 0.03
PT Bhakti Securities ............................................................................................. 250,000 0.03
PT Danasakti Securities ....................................................................................... 250,000 0.03
PT Dhanawibawa Artha Cemerlang ..................................................................... 250,000 0.03
PT Inti Fikasa Securindo ...................................................................................... 250,000 0.03
PT Indosurya Securities ....................................................................................... 250,000 0.03
PT Masindo Artha Securities 250,000 0.03
PT Minna Padi Investama .................................................................................... 250,000 0.03
PT Overseas Securities ......................................................................................... 250,000 0.03
PT Wanteg Securindo .......................................................................................... 250,000 0.03
PT Yulie Sekurindo .............................................................................................. 250,000 0.03
Total ................................................................................................................... 900,000,000 100.00
Important Dates
The following events have taken place or are expected to take place on the following dates in connection
with the Combined Offering:
Event Date
Effective date of BAPEPAM-LK registration statement .................................. November 19, 2010
Commencement of Indonesian Public Offering Period .................................... November 22, 2010
End of Indonesian Public Offering Period ........................................................ November 23, 2010
Allotment of Offer Securities to successful applicants .................................... November 25, 2010
Payment due by investors in the International Offering ................................... November 26, 2010
Settlement Date ................................................................................................. November 26, 2010
Listing of Shares on the IDX ............................................................................ November 29, 2010
Registration with BAPEPAM-LK
We submitted a registration statement to BAPEPAM-LK on September 22, 2010 in accordance with
BAPEPAM-LK Rule No. IX.A.1 as attached to the Decision of the Chairman of BAPEPAM-LK No.
111/PM/1996 dated December 24, 1996 and BAPEPAM-LK Rule No. IX.A.2 as attached to the Decision of the
Chairman of BAPEPAM-LK No. Kep-122/BL/2009 dated May 29, 2009. The Chairman of BAPEPAM-LK issued
a letter dated November 19, 2010, declaring the registration statement effective, and stating that we may proceed
with the Indonesian Offering and the listing of the Shares.
Indonesian Public Offering Period
We expect the Indonesian public offering period to begin on November 22, 2010 and end on
November 23, 2010 (the “Indonesian Public Offering Period”). The Underwriters and the International Selling
Agent may offer their customers preferential allocations through a fixed allotment of Offer Securities (as described
under “— Allotment of Offer Securities” below).
We expect the Underwriters and the International Selling Agent to make payment of the net proceeds of
the Combined Offering to us on November 26, 2010 and that listing of the Shares on the IDX will occur on
November 29, 2010.
Application for Offer Securities
Each non-Indonesian citizen and non-Indonesian resident must properly complete and submit a share
application form in order to be eligible to purchase Offer Securities in the International Offering. The Underwriters
and the International Selling Agent may prepare share application forms on behalf of non-Indonesian citizens and
non-Indonesian residents. Share applications and allocations in connection with the Indonesian Offering are
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egulated by BAPEPAM-LK regulations. The International Selling Agent will be responsible for preparing share
application forms on behalf of investors purchasing Offer Securities through them in the International Offering.
Share applications must be for a minimum amount of 500 Offer Securities and multiples thereof. Each
investor may only submit one share application form. The Underwriters and the International Selling Agent are
entitled to accept or refuse a share application in full or in part at their sole discretion and without notice. Multiple
share applications submitted using more than one share application form may either be treated as a single
application for allotment purposes or treated, in full or in part, as invalid applications at the sole discretion of the
Underwriters and the International Selling Agent.
Full payment by non-Indonesian citizens and non-Indonesian residents for the number of Offer Securities
will be made in immediately available funds on November 26, 2010. All bank and transfer charges with respect to
these payments will be borne by the investors.
Allotment of Offer Securities
Fixed Allotment and Pooling
At the conclusion of the Indonesian Public Offering Period, the allotment of the Offer Securities will be
made by the Allotment Manager using a combined system of “fixed allotment” and “pooling” in accordance with
BAPEPAM-LK Rule No. IX.A.7 as attached to the Decision of the Chairman of BAPEPAM-LK No.
KEP-45/PM/2000 dated October 27, 2000. Under this rule, underwriters may determine how to apportion the
allotment of the Offer Securities between the “fixed allotment” and “pooling” systems. The last date by which the
Allotment Manager will determine the number of the Offer Securities allotted for each applicant is expected to be
November 25, 2010.
The Allotment Manager has determined that the equivalent of 95% of the Offer Securities being offered
will be subject to a fixed allotment system. The allotment of the equivalent of 5% of the Offer Securities being
offered will be by a system of pooling.
Allocation to Affiliated Parties
“Affiliated Applicants” include our Commissioners, Directors or employees seeking to purchase the
Offer Securities, or other parties holding at least 20.0% of the share capital in the Underwriters or the International
Selling Agent or any other party affiliated with persons involved in the Combined Offering. Affiliated Applicants
will only be allotted Offer Securities if there are excess Offer Securities. Once the applications of non-Affiliated
Applicants are satisfied, Affiliated Applicants may be allocated the remaining Offer Securities on a pro rata basis.
Allocation to Foreign Institutions
There is generally no limit on the purchase of shares by foreign institutions. Allocation to foreign
institutions will be on the same basis as to domestic institutions.
Delivery of Offer Securities
We expect that delivery of the Offer Securities will be made against payment on or about November 26,
2010, which will be two business days immediately following the expected date of final allotment of the Offer
Securities in the Combined Offering. The Offer Securities may not be traded by the purchasers thereof prior to the
listing of the Shares on the IDX.
Cancellation of the Combined Offering
Prior to the payment of the proceeds from the Combined Offering to us, we and the Underwriters retain
the right to cancel the Indonesian Offering under certain circumstances pursuant to the Underwriting Agreement.
The closing of the International Offering is conditional upon the closing of the Indonesian Offering. In addition,
the International Selling Agent is entitled to terminate the International Coordination Agreement and the Selling
Agency and Managers’ Agreement in certain circumstances as provided therein.
Declaration of Interest
The International Selling Agent and the Underwriters and certain of their affiliates have engaged in, and
may in the future engage in, investment banking or financial consulting activities and other commercial dealings in
the ordinary course of business with our Company. They have received and expect to continue to receive
customary fees and commissions for these transactions.
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Selling Restrictions
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a “Relevant Member State”) an offer to the public of any Offer Securities contemplated by this
offering document may not be made in that Relevant Member State except that an offer to the public in that
Relevant Member State of any Offer Securities may be made at any time under the following exemptions under the
Prospectus Directive, if they have been implemented in that Relevant Member State:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net
turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(c) by the underwriter to fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive); or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Offer Securities shall result in a requirement for the publication by us or any
underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
Each person in a Relevant Member State who receives any communication in respect of, or who acquires any
Offer Securities under, the offers contemplated in this Offering Circular will be deemed to have represented,
warranted and agreed with the International Selling Agent that:
(a) it is a qualified investor within the meaning of the law in that Relevant Member State
implementing Article 2(1)(e) of the Prospectus Directive; and
(b) in the case of any Offer Securities acquired by it as a financial intermediary, as that term is used
in Article 3(2) of the Prospectus Directive, (i) the Offer Securities acquired by it in the offer have
not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to,
persons in any Relevant Member State other than qualified investors, as that term is defined in
the Prospectus Directive, or in circumstances in which the prior consent of the International
Selling Agent has been given to the offer or resale; or (ii) where Offer Securities have been
acquired by it on behalf of persons in any Relevant Member State other than qualified investors,
the offer of those Offer Securities to it is not treated under the Prospectus Directive as having
been made to such persons.
For the purposes of this provision, the expression an “offer to the public” in relation to any Offer Securities in
any Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and any Offer Securities to be offered so as to enable an investor to decide to purchase any
Offer Securities, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.
Hong Kong
The Offer Securities have not been offered or sold and will not be offered or sold in Hong Kong, by means
of any document, other than to “professional investors” as defined in the Securities and Futures Ordinance, or in
circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of the Laws of Hong Kong or which do not constitute an offer to the public within the meaning of that
Ordinance. No person has issued or had in its possession for the purposes of issue, and will issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or
document relating to the Offer Securities which is directed at, or the contents of which are likely to be accessed or
read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than
with respect to the Offer Securities which are or are intended to be disposed of only to persons outside Hong Kong
or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of the
laws of Hong Kong and any rules made thereunder.
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Singapore
The International Selling Agent acknowledges that this Offering Circular has not been and will not be
registered as a prospectus with the Monetary Authority of Singapore, and the Offer Securities will be offered
pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and
Futures Act”). Accordingly, the International Selling Agent represents and agrees that it has not offered or sold any
Offer Securities or caused the Offer Securities to be made the subject of an invitation for subscription or purchase
and will not offer or sell any Offer Securities or cause the Offer Securities to be made the subject of an invitation
for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering
Circular or any document or material in connection with the offer or sale, or invitation for subscription or purchase,
of any Offer Securities, whether directly or indirectly, to any person in Singapore other than (a) to an institutional
investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of
the Securities and Futures Act, or to any person pursuant to Section 275(1A) of the Securities and Futures Act and
in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise
pursuant to, and in accordance with the conditions of, any other applicable exemptions under Part XIII, Division 1,
Subdivision 4 of the Securities and Futures Act.
No offer is made to you with a view to the Offer Securities being subsequently offered for sale to any
other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire the Offer
Securities. As such, investors are advised to acquaint themselves with the Securities and Futures Act provisions
relating to on-sale restrictions in Singapore and comply accordingly
In particular, each of the following persons specified in Section 275 of the Securities and Futures Act
which has subscribed or purchased Offer Securities, namely a person who is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and
Futures Act)) the sole business of which is to hold investments and the entire share capital of
which is owned by one or more individuals, each of whom is an accredited investor;
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary is an individual who is an accredited investor,
should note that shares, debentures and units of shares and debentures of that corporation or the
beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that
trust has acquired the Offer Securities under Section 275 of the Securities and Futures Act except:
(i) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant
person or to any person pursuant to Section 275(1) and Section 275(1A) of the Securities and
Futures Act, respectively and in accordance with the conditions specified in Section 275 of the
Securities and Futures Act;
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law; or
(iv) pursuant to Section 276(7) of the Securities and Futures Act.
United Kingdom
The International Selling Agent has represented, warranted and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the
“FSMA”) received by it in connection with the issue or sale of any Offer Securities to
persons who have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
or in circumstances in which section 21(1) of the FSMA does not apply to us; and
(b) it has complied and will comply with all applicable provisions of the FSMAwith respect to
anything done by it in relation to the Offer Securities in, from or otherwise involving the United
Kingdom.
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Indonesian Offering
Offer Securities are also being offered in Indonesia through a concurrent domestic initial public offering.
The International Selling Agent has been advised by the Company that the offer and sale of Offer Securities in the
Indonesian Offering will be made only in Indonesia to residents of Indonesia. Offer Securities may be reallocated
between the International Offering and the Indonesian Offering.
General
Buyers of Offer Securities under the Combined Offering may be required to pay stamp taxes and or other
charges in accordance with the laws and practice of the country of purchase in addition to the Offer Price on the
cover of this Offering Circular.
No action has been or will be taken in any jurisdiction that would permit a public offer of the Offer
Securities being offered outside of Indonesia, or the possession, circulation or distribution of this offering
document or any other material relating to us or the Offer Securities, in any jurisdiction where action for the
purpose is required. Accordingly, the Offer Securities may not be offered or sold, directly or indirectly, and neither
this offering document nor any other offering material or advertisements in connection with the Offer Securities
may be distributed or published, in or from any country or jurisdiction except under circumstances that will result
in compliance with any applicable rules and regulations of any such country or jurisdiction.
It is expected that delivery of the Offer Securities offered in the Combined Offering will be made through
the facilities of the KSEI (scripless system).
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TRANSFER RESTRICTIONS
Due to the following restrictions, investors are advised to consult legal counsel prior to making any offer,
resale, pledge or other transfer of Offer Securities.
The Offer Securities have not been and will not be registered under the U.S. Securities Act. The Offer
Securities may not be offered or sold to any person in the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S). In addition, no transfer of any interest in the Offer Securities may be made to
any U.S. person (as defined in Regulation S) outside the United States or any person in the United States for a
period of 40 days after the later of the commencement of the Combined Offering and the latest closing date thereof
(the “distribution compliance period”).
Every person purchasing Offer Securities in the Combined Offering, and each purchaser of such Offer
Securities in resales prior to the end of the distribution compliance period, by accepting delivery of this Offering
Circular and the Offer Securities, will be deemed to have represented and agreed to the Company and the
International Selling Agent, as representative of the dealers and underwriters, as follows:
(1) It acknowledges (if it is broker-dealer, its customer has confirmed to it that such customer
acknowledges) that the Offer Securities have not been and will not be registered under the U.S.
Securities Act or with any securities regulatory authority of any state of the United States or
other jurisdiction (other than Indonesia).
(2) It certifies that either (a) it is, or at the time the Offer Securities are purchased will be, the
beneficial owner of the Offer Securities and (i) it is not a U.S. person (as defined in
Regulation S) and it is located outside the Untied States and (ii) it is not an affiliate of the
Company or a person acting on behalf of the Company or an affiliate of the Company, or (b) it is
a broker-dealer acting on behalf of its customer and its customer has confirmed to it that (i) such
customer is, or at the time the Offer Securities are purchased will be, the beneficial owner of the
Offer Securities, (ii) such customer is not a U.S. person (as defined in Regulation S) and it is
located outside the United States and (iii) such customer is not an affiliate of the Company or a
person acting on behalf of the Company or an affiliate of the Company.
(3) It agrees (or if it is a broker-dealer, its customer has confirmed to it that such customer agrees)
that prior to the expiration of the distribution compliance period, it (or such customer) will not
offer, sell, pledge or otherwise transfer the Offer Securities to, or for the account or benefit of,
any U.S. person (as defined in Regulation S) outside the United States or any person in the
United States.
(4) It understands that any Offer Securities delivered in physical form will bear a legend
substantially to the following effect unless the Company determines otherwise in accordance
with applicable law:
“THE SHARES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION OTHER THAN INDONESIA, AND PRIOR TO THE EXPIRATION OF 40
DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE SHARES AND THE
LATEST CLOSING DATE THEREOF SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS
DEFINED IN REGULATION S) OUTSIDE THE UNITED STATES OR ANY PERSON IN THE UNITED
STATES. EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THE SHARES,
REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.”
(5) It acknowledges that the Company and the International Selling Agent, as representative of the
dealers and underwriters, and others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations and agreements and agrees that, if any of such
acknowledgements, representations or warranties deemed to have been made by virtue of its
purchase of the Offer Securities are no longer accurate, it will promptly notify the Company, and
if it is acquiring any Offer Securities as a fiduciary or agent for one or more accounts, it
represents that it has sole investment discretion with respect to each such account and that it has
full power to make the foregoing acknowledgements, representations and agreements on behalf
of each such account.
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(6) It agrees to, and each subsequent holder is required to, notify any purchaser from it of Offer
Securities or beneficial interest therein of the resale restrictions referred to above, if then
applicable.
Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with
above restrictions, shall not be recognized by the Company.
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LEGAL MATTERS
The validity of the Offer Securities and certain matters in connection with the Offering will be passed
upon for the Company by Weco Law Office with respect to matters of Indonesian law.
INDEPENDENT ACCOUNTANTS
Our consolidated financial statements as of and for the years ended December 31, 2007, 2008 and 2009
and the six months ended June 30, 2010, which have been prepared in accordance with Indonesian GAAP and are
included in this Offering Circular, have been audited, in accordance with auditing standards established by the
Indonesian Institute of Certified Public Accountants, by RSM Aryanto, Amir Jusuf, Mawar & Saptoto – member
firm of RSM International, independent public accountants, whose report is also included in this Offering Circular.
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SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN INDONESIAN GAAP AND
IFRS
The consolidated financial statements included in this Offering Circular have been prepared in
conformity with Indonesian GAAP, which differs in certain significant respects from IFRS. The preparation of this
summary is the responsibility of the Company. This summary should not be taken as an exhaustive list of all the
differences between Indonesian GAAP and IFRS. No attempt has been made to identify all disclosures,
presentation or classification differences that would affect the manner in which transactions or events are
presented in the consolidated financial statements (or notes thereto). Those differences that may have a material
adverse effect on the consolidated financial statements are summarized below. Management has not quantified the
effects of the differences discussed below. Accordingly, we cannot assure you that our consolidated financial
statements would not be materially different if prepared in accordance with IFRS.
Regulatory bodies that promulgate Indonesian GAAP and IFRS have significant ongoing projects that
could affect the differences between Indonesian GAAP and IFRS described below and the impact that these
differences would have on our financial statements in the future. In making an investment decision, investors must
rely upon their own examination of us, the terms of the offering and the financial information. Potential investors
should consult their own professional advisors for an understanding of the differences between Indonesian GAAP
and IFRS, and how those differences might affect the financial information disclosed in this Offering Circular.
Presentation of Financial Statements
Indonesian GAAP requires presentation classified by current and non-current on the face of a balance
sheet, except for certain industries (e.g., real estate and securities) which are presented on an unclassified basis.
Assets are presented in order of liquidity while liabilities are presented in order of maturity. For presentation, two
years of comparative balance sheets are required.
All changes in equity must be presented in the statement of changes in equity. Extraordinary items are
required if certain criteria are met and are presented separately on the face of the income statements after profit
from ordinary activities.
Minority interest on a balance sheet is presented between liabilities and equity, while on an income
statement it is presented as separate line item to arrive at net income.
Under IFRS, an entity must normally present a classified statement of financial position, separating
current and non-current assets and liabilities. Only if a presentation based on liquidity provides information that is
reliable and more relevant may the current/non-current split be omitted. Where this exception applies, assets and
liabilities should be presented broadly in order of liquidity. For comparative presentation, when an entity applies an
accounting policy retrospectively or makes a restatement or reclassifies items in financial statements, it shall
present a statement of financial position as of the beginning of the earliest comparative period in a complete set of
financial statements.
An entity shall present a statement of changes in equity showing: total comprehensive income for period
separately between the owners and the non-controlling interest; reconciliation between the carrying amount at the
beginning and the ending period for each component of equity to separately disclose the changes from profit and
loss, each item of other comprehensive income and transactions with owners.
Extraordinary items are prohibited. Non-controlling interest (minority interest) in statement of financial
position presented as a separate component of equity. While in statement of comprehensive income, profit or loss
and total comprehensive income for the period are allocated between the amount attributable to owners and to
non-controlling interest.
Consolidation
Under Indonesian GAAP, consolidated financial statements must include all subsidiaries, except where
control is intended to be temporary or where a subsidiary operates under severe long-term restrictions which
significantly impair its ability to transfer fund to the parent. A parent entity that has met the consolidation
requirements should not present its financial statements on a stand-alone basis as general purpose financial
statements.
The excess of any losses applicable to the minority shareholders over the minority interest in the equity of
the subsidiary is charged to majority shareholders, except if the minority shareholders have a binding obligation to,
and are able to, fulfill it.
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Under IFRS, consolidated financial statements must include all subsidiaries, except if on acquisition a
subsidiary meets criteria as “held for sale”. A parent entity need not present consolidated financial statements if
and only if it meets certain criteria.
Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance.
An entity shall present a statement of changes in equity showing: total comprehensive income for period
separately between to owners of the parent and to non-controlling interest; reconciliation between the carrying
amount at the beginning and the ending period for each component of equity to separately disclose the changes
from profit and loss, each item of other comprehensive income and transactions with owners.
Segment Reporting
Under Indonesian GAAP, an entity is required to identify two sets of segment information: business
segment and geographical segment as primary and secondary segment. Segment information is to be prepared in
conformity with the accounting policies adopted for the preparation and presentation of the consolidated financial
statements.
Under IFRS, an entity is required to identify operating segments on the basis of internal reports that are
regularly reviewed by the entity’s chief operating decision maker in order to allocate resources to the segment and
assess its performance. The amount reported to each operating segment item to be the measure reported to the chief
operating decision maker for the purposes of allocating resources to the segment and assessing its performance.
Related Parties Disclosures
Related parties disclosure under Indonesian GAAP and IFRS is similar. However, under Indonesian
GAAP, two entities which have a director or other member of key management personnel in common to the
reporting entity are deemed to be related. Disclosure of the proportion of amounts and balances is required.
IFRS requires a disclosure of analysis by type of management compensation. Disclosure of the proportion
of amounts and balances is no longer required.
Reporting (Presentation) Currency and Functional Currency
Under Indonesian GAAP, an entity may determine functional currency by the following indicators: cash
flows, sales price and costs. These indicators should be met cumulatively and not on a hierarchy basis. Normally,
measurement and reporting currency is Rupiah. Other currencies may be used as measurement and reporting
currency if they meet the functional currency criteria.
Under IFRS, the standard provides primary indicators, secondary indicators and additional indicators.
When the indicators are mixed and the functional currency is not obvious, management uses judgment on which
priority is given to the primary indicators. Functional currency is used as the measurement currency. Presentation
currency may be a currency other than the functional currency.
Business Combination
Indonesian GAAP permits the accounting for business combinations using the purchase method and the
pooling of interests method for uniting of interest. All costs directly attributable to the acquisition should form part
of the cost of the business combination. All identifiable assets and liabilities acquired should be measured as the
aggregate of the fair value at the date of exchange transaction to the extent of the acquirer’s interest obtained in the
exchange transaction and the minority proportion of pre-acquisition carrying amounts of the assets and liabilities
of the subsidiary.
Goodwill is the excess of the cost of the acquisition over the acquirer’s interest in the fair value of the
identifiable assets and liabilities acquired at the date of the exchange transaction. Goodwill is amortized over its
useful life, which should not exceed five years. Longer periods are permitted when there a justifiable basis but must
not exceed 20 years. Negative goodwill is recognized as deferred income and amortized as income over a period of
not less than 20 years.
Minority interest should be measured as minority’s proportion of carrying amount (historical book values)
on the acquiree’s books.
Under IFRS, a business combination must be accounted for by applying the acquisition method (the
revised term of the purchase method). All acquisition related costs are recognized in profit and loss, except for
costs incurred to issue debt or equity securities, which are recognized as transaction costs in accordance with
IAS 39 and IAS 32, respectively. All identifiable assets and liabilities acquired are measured at 100% of fair value.
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Goodwill is measured as the difference between:
a. the aggregate of (i) the acquisition-date fair value of the consideration transferred, (ii) the
amount of any non-controlling interest, and (iii) in a business combination achieved in stages,
the acquisition-date fair value of the acquirer’s previously-held equity interest in the acquiree;
and
b. the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities
assumed (measured in accordance with IFRS 3).
If such difference is negative, the resulting gain is recognized as a bargain purchase in profit or loss.
Goodwill should not be amortized, but should be tested for impairment annually.
Non-controlling interest should be measured either at fair value or at non-controlling interest’s
proportionate share of the acquiree’s identifiable net assets.
Income Taxes
Under Indonesian GAAP, an entity should offset current tax assets and current tax liabilities and show the
net amount in balance sheets. There are no specific requirements for deferred tax for assets carried at fair value, and
investment in subsidiaries, branches, associates and interest in joint ventures. Deferred tax should not be
recognized on goodwill or negative goodwill that is recognized in line Business Combination.
In accordance with the tax laws and regulations, income subject to final income tax shall not be reported
as taxable income and all expenses related to income subject to the final income tax are not deductible. However,
such income and expenses are included in the profit and loss calculation for accounting purposes. Accordingly, no
temporary difference tax asset or liability shall be recognized. When the recorded value of an asset or liability
related to the final income tax differs from its taxable base, the difference shall not be recognized as deferred tax
asset (liability).
Under IFRS, offset of current tax and current tax liability is permitted only if certain criteria are met. The
difference between the carrying amount of a revalued asset and its tax base is a temporary difference and it gives
rise to deferred tax liability or asset. Deferred tax is recognized on goodwill or negative goodwill that is recognized
in line Business Combination. There is no specific guidance on income tax for income subject to final income tax.
Investment in subsidiaries, branches, associates and interest in joint ventures is recognized as deferred tax
liability for all taxable temporary difference, except if: the parent, investor or venturer is able to control the timing
of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. While be recognized as deferred tax asset for all deductible temporary differences, to the extent
that, and only to the extent that, it is probable that the temporary difference will reverse in the foreseeable future
and taxable profit will be available against which the temporary difference can be utilized.
Land
Under Indonesian GAAP, land right based on any type of right is recorded as land and is not depreciated,
unless it can be predicted that management will not be able to extend or renew the land rights, or such extension or
renewal is remote. A right to use land or other similar right, which is obtained under a lease contract, does not
equate to a land ownership right and accordingly should be treated as prepaid expenses.
Deferred legal expense on land rights is amortized over the legal period or the useful life of land
concerned, whichever is shorter.
Under IFRS, the characteristic of land is normally has a definite economic life. If title is not expected to
pass to the lessee by the end of the lease term, the lessee normally does not receive substantially all the risks and
rewards incidental to ownership, in which case the lease of land is an operating lease. For depreciable land, the
depreciable amount (cost less residual value) should be allocated on a systematic basis over the asset’s useful life,
the same as property, plant and equipment.
How deferred legal expense on land rights is amortized depends on whether the land right represents an
operating lease or finance lease.
Impairment of Assets
Treatment of impairment of assets under Indonesian GAAP is similar with that under IFRS, except how to
determine recoverable amount and reversal of impairment loss for goodwill.
Under Indonesian GAAP, recoverable amount is the higher of an asset’s net selling price and its value in
use, while under IFRS the recoverable amount is the higher of an asset’s fair value and its value in use. Under IFRS,
reversal of impairment loss is prohibited for goodwill.
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Effective Date : 19 November 2010
Offer Period : 22,23 November 2010
Allotment Date : 25 November 2010
Subscription Money Refund Date : 26 November 2010
Electronic Share Distribution Date : 26 November 2010
Series I Share and Warrant Listing Date at Indonesia Stock Exchange : 29 November 2010
Series I Warrant Initial Trading Period : 29 November 2010
Series I Warrant Final Trading Period :
- Regular and Negotiation Market 26 November 2010
- Cash Market 29 November 2010
Series I Warrant Exercise Period : 30 May 2011 – 29 November 2012
Series I Warrant End of Exercise Period : 29 November 2012
BAPEPAM-LK DOES NOT ISSUE A STATEMENT OF APPROVAL OR DISAPPROVAL OF THESE SECURITIES. IT ALSO DOES NOT STATE THE AUTHENTICITY OR
ADEQUACY OF THE CONTENTS OF THIS PROSPECTUS. ANY STATEMENT TO THE CONTRARY SHALL BE A VIOLATION OF THE LAW.
PT WINTERMAR OFFSHORE MARINE TBK (“ISSUER”) AND LEAD UNDERWRITER ARE FULLY RESPONSIBLE FOR THE AUTHENTICITY OF ALL INFORMATION OR
MATERIAL FACTS, AS WELL THE INTEGRITY OF THE OPINIONS CONTAINED IN THIS PROSPECTUS .
PT WINTERMAR OFFSHORE MARINE Tbk
(formerly PT SWAKARYA MULIA SHIPPING)
Line of Business:
In the field of shipping with focus on vessels as support for offshore transportation activities for the natural oil and gas industry
Domiciled in West Jakarta, Indonesia
Head Office:
Jl Kebayoran Lama No.155
Jakarta 11560
Tel: (62-21) 530 5201 – 530 5202
Fax: (62-21) 530 5203
Website: www.wintermar.com
INITIAL PUBLIC OFFERING OF SHARES
900,000,000 (nine hundred million) registered common shares consisting of new shares with a nominal value of Rp.100 (one hundred Rupiah) each share, which are on offer to
the public at an Offering Price of Rp.380 (three hundred eighty Rupiah) each share, to be paid up in full at the time of submitting the Share Purchase Subscription Form
(“FPPS”), hence the total amount of this Public Offering shall be Rp342,000,000,000 (three hundred forty two billion Rupiah), a total of 90,000,000 (ninety million) Series I Warrants
accompanying the Registered Common Shares issued in the framework of the Public Offering. Series I Warrants are provided free of charge as incentive for new shareholders
whose names are recorded in the allotment list of the Public Offering issued by the Share Administration Bureau on the date of allotment, namely 25 November 2010.
Each holder of 10 (ten) new shares of the Issuer is entitled to receive 1 (one) warrant whereby each 1 (one) warrant grants the right to its holder to purchase 1 (one) new share
of the Issuer issued from the portfolio. Warrants issued have a validity period of 2 (two) years.
The Issuer implemented a shares allotment program to all permanent employees, members of the Board of Directors and Board of Commissioners of the Issuer and
Subsidiaries. This allotment program consisted of the MESA Program amounting to a maximum of 3% of the shares on offer in this Public Offering and the MESOP Program
amounting to a maximum of 1% of the subscribed and paid up capital of the Issuer, which shall be implemented in accordance with the Regulations of the Indonesia Stock
Exchange No.1.A.
Series I Warrants are securities that each provide to their holders the right to purchase one Registered Common Share with a nominal value of Rp.100 (one hundred Rupiah) per
share with an Exercise Price in the amount of Rp.450 (four hundred fifty Rupiah), hence the total amount would be Rp.40,500,000,000 (forty billion five hundred million Rupiah),
which can be carried out during the exercise period from 30 May 2011 up to 29 November 2012. Holders of Series I Warrants have no rights as shareholders including dividend
rights as long as such Series I Warrants have not yet been exercised to become shares. In the event Series I Warrants are not exercised within the exercise period, then such
Series I Warrants shall become expired, invaluable and invalid.
LEAD UNDERWRITERS
PT Bahana Securities PT CIMB Securities Indonesia PT Ciptadana Securities
UNDERWRITERS
● PT AAA Securities ● PT Bhakti Securities ● PT Bumiputera Capital Indonesia ● PT Danasakti Securities ● PT Dhanawibawa Arthacemerlang ● PT Danasakti Securities ● PT e-Capital Securities
● PT Erdikha Elit Sekuritas ● PT Indosurya Securities● PT Inti Fikasa Securindo ● PT Investindo Nusantara Sekuritas ● PT Kresna Graha Sekurindo Tbk ● PT Madani Securities ● PT Makinta Securities
● PT Masindo Artha Securities ● PT Mega Capital Indonesia ● PT Minna Padi Investama ● PT Nusantara Capital Securities ● PT OSK Nusadana Securities Indonesia ● PT Overseas Securities
● PT Panin Sekuritas Tbk ● PT Phillip Securities Indonesia ● PT Reliance Securities ● PT Valbury Asia Securities ● PT Victoria Sekuritas ● PT Wanteg Securindo ● PT Yulie Sekurindo
Lead Underwriters and the Underwriters guarantee Full Commitment towards this Public Offering.
These Shares on Offer shall be Wholly Listed on the Indonesia Stock Exchange
THE MAIN RISK FACED BY THE COMPANY IS THE RISK OF TERMINATION OF CONTRACTS
THE BUSINESS RISKS OF THE COMPANY ARE SET OUT IN CHAPTER V OF THIS PROSPECTUS
THE ISSUER WILL NOT ISSUE COLLECTIVE SHARE CERTIFICATES IN THIS OFFERING, INSTEAD SUCH SHARES SHALL BE ELECTRONICALLY DISTRIBUTED AND
WILL BE ADMINISTERED IN COLLECTIVE DEPOSITORY WITH PT KUSTODIAN SENTRAL EFEK INDONESIA (”KSEI”)
CONSIDERING THAT THE TOTAL NUMBER OF SHARES OFFERED IN THIS PUBLIC OFFERING IS RELATIVELY LIMITED, THERE IS A POSSIBILITY THAT THE TRAD-
ING OF SHARES ON OFFER SHALL BECOME LIMITED OR SUCH SHARES SHALL BECOME LESS LIQUID.
ALTHOUGH THERE IS A LIMITATION OF 49% FOR FOREIGN SHAREHOLDING OF COMPANIES ENGAGED IN SHIPPING SECTOR, IN ACCORDANCE WITH ARTICLE 2
PARAGRAPH 1 OF REGULATIONS OF PRESIDENT OF REPUBLIC OF INDONESIA NO.36 OF 2010 CONCERNING LIST OF PRIVATE BUSINESS SECTORS AND PUBLIC
BUSINESS SECTORS WITH REQUIREMENTS IN CAPITAL INVESTMENT SECTOR ("PERPRES 36"), HOWEVER, PURSUANT TO ARTICLE 4 PERPRES 36 THE LIMITA-
TION FOR FOREIGN SHAREHOLDING DOES NOT APPLY TO INDIRECT CAPITAL INVESTMENT OR PORTFOLIO INVESTMENTS, TRANSACTIONS OF WHICH ARE
CARRIED OUT THROUGH THE DOMESTIC CAPITAL MARKETS.
This prospectus is issued in Jakarta on 22 November 2010

PT Wintermar Offshore Marine Tbk (formerly PT Swakarya Mulia Shipping) has submitted a Registration Statement in relation
to the Public Offering to the Chairman of the Capital Market and Financial Institutions Supervisory Agency (hereinafter referred
to as “BAPEPAM-LK”) through Letter No No. 3666/A.20/IX/2010 dated 22 September 2010 in accordance with the terms set
forth in Law No. 8 of 1995 dated 10 November 1995 concerning Capital Market, State Gazette No. 64 Year 1995, Supplement
to State Gazette No. 3608 as well as its implementing regulations (hereinafter referred to as “Capital Market Law”).
Shares on offer are scheduled to be listed on the Indonesia Stock Exchange in accordance with the Preliminary Listing
Agreement entered into between the Issuer and the Indonesia Stock Exchange on 22 September 2010, and upon fulfillment of
the registration requirements determined by the Indonesia Stock Exchange among others pertaining to total number of
Shareholders whether individuals or institutions with the Indonesia Stock Exchange; each respective Shareholder owns at least
1 (one) unit trading share. If such terms for share listing are not complied with, then the Public Offering is void by law and the
subscription money already received shall be refunded to the subscribers in accordance with the provisions of the Capital
Market Law.
The Issuer, Lead Underwriters, Underwriters, Capital Market Supporting Institutions and Professionals involved in this Public
Offering are fully responsible for the authenticity of all data, integrity of opinion, information and reports presented in this
Prospectus in accordance with their respective fields of duty based on the provisions prevailing within the territory of the
Republic of Indonesia and code of ethics, norms as well as the respective standards of profession.
In relation to this Public Offering, all Parties, including each affiliated Party are prohibited from providing any information or
making any statement or explanation concerning matters undisclosed in this Prospectus without acquiring prior written approval
from the Issuer and the Lead Underwriters.
PT Bahana Securities, PT Ciptadana Securities and PT CIMB Securities Indonesia as Lead Underwriters and Underwriters as
well as the Capital Market Supporting Institutions and Professionals firmly state that they are not affiliated to the Issuer whether
directly or indirectly as defined in the Capital Market Law.
This Public Offering has not been registered pursuant to any law or regulation other than those prevailing in the Republic of
Indonesia. For those outside the territory of Indonesia receiving this Prospectus or other documents related to this Public Offering,
the said Prospectus or documents are not intended as documents offering purchase of shares, unless such offer, or such
share purchase, is not a violation of the prevailing statutory regulations in such country.
The Issuer has disclosed all information, data or reports that are required in its honest opinion to be known by the public and
there are no more information, data or reports that in its honest opinion have not yet been disclosed therefore not misleading
the public.
2

Defi nitions and Abbreviations ............................................................................................................................................... ii
DEFINITIONS AND ABBREVIATIONS.......................................................................................................................II
Summary SUMMARY..........................................................................................................................................................VII
......................................................................................................................................................................... vii
I. I. Public PUBLIC Offering OFFERING.....................................................................................................................................................1
........................................................................................................................................................1
II. II. Plan PLAN for FOR Use USE of Proceeds OF PROCEEDS from FROM Public PUBLIC Offering OFFERING....................................................................................................9
............................................................................................................9
III. III. Statement STATEMENT of Liabilities OF LIABILITIES........................................................................................................................................11
...........................................................................................................................................11
IV. IV.
V. V.
VI.
VI.
VII.
VII.
Management’s MANAGEMENT’S Discussion DISCUSSION and AND Analysis ANALYSIS.................................................................................................................15
..................................................................................................................15
Business BUSINESS Risks RISKS.....................................................................................................................................................29
.....................................................................................................................................................29
SIGNIFICANT EVENTS AFTER THE DATE OF INDEPENDENT AUDITOR REPORT.......................................................................33
Signifi cant Events after the Date of Independent Auditor Report .................................................................................33
INFORMATION OF THE ISSUER AND SUBSIDIARIES...........................................................................................................34
Information of the Issuer and Subsidiaries ...............................................................................................................34
1. Brief History of the Issuer...............................................................................................................……………..34
1.
2.
Brief
Development
History of
of
the
Capital
Issuer
Structure
.............................................................................................................
and Shareholding Composition of the Issuer....................................................35
.…………….34
2. 3. Development Management of and Capital Supervision.........................................................................................................................42
Structure and Shareholding Composition of the Issuer .................................................. 35
3. 4. Management Human Resources.........................................................................................................................................45
and Supervision .......................................................................................................................42
4. 5. Human Organizational Resources Structure.................................................................................................................................50
.......................................................................................................................................45
5. 6. Organizational Management and Structure Supervisory ...............................................................................................................................50
Relationship with Subsidiaries............................................................................51
6. 7. Management Brief History on and Shareholders Supervisory Relationship in the Forms with of Legal Subsidiaries Entities..............................................................................51
...........................................................................51
VIII.
7. 8. Brief Brief History Summary on Shareholders on Subsidiaries.......................................................................................................................55
in the Forms of Legal Entities ............................................................................51
8.
9.
Brief
Insurances....................................................................................................................................................66
Summary on Subsidiaries .....................................................................................................................55
10. Information On Assets of the Company............................................................................................................67
9. Insurances ..................................................................................................................................................66
11. Material Agreements With Third Parties...........................................................................................................68
10. Information On Assets of the Company .......................................................................................................... 67
12. Transactions With Related Parties...................................................................................................................75
11. 13. Material Legal Cases Agreements Against With the Company..................................................................................................................82
Third Parties ..........................................................................................................68
12. ACTIVITIES Transactions AND BUSINESS With Related PROSPECTS Parties OF .................................................................................................................75
THE COMPANY.............................................................................................102
13. 1. Legal General......................................................................................................................................................102
Cases Against the Company ................................................................................................................ 82
VIII. Activities 2. Competitive and Business Strengths..................................................................................................................................103
Prospects of the Company .................................................................................................102
1. 3. General Business ....................................................................................................................................................
Strategy........................................................................................................................................105 102
2. 4.
3.
5.
6.
4.
7.
5.
8.
6.
9.
7. 10.
Competitive Business Activities Strengths of ................................................................................................................................103
the Company...............................................................................................................106
Business
Services
Strategy
of the Company..............................................................................................................................108
...................................................................................................................................... 105
The Company's Fleet...................................................................................................................................109
Business Activities of the Company ............................................................................................................. 106
Business Process of the Company................................................................................................................112
Services of the Company ............................................................................................................................ 108
Customers of the Company..........................................................................................................................113
The
Marketing....................................................................................................................................................114
Fleet Company and its Subsidiaries ......................................................................................................109
Business Maintenance Process and of Safety the Company Process..................................................................................................................114
.............................................................................................................. 112
8. 11. Customers Environmental of the Safety Company and Pollution...............................................................................................................116
........................................................................................................................ 113
9. 12. Marketing Business ..................................................................................................................................................114
Competition..................................................................................................................................117
10. 13. Maintenance Business Prospects.....................................................................................................................................119
and Safety Process ................................................................................................................114
IX. 11. SHIPPING Environmental INDUSTRY...............................................................................................................................................122
Safety and Pollution .............................................................................................................116
X.
XI.
XII.
IX.
XIII.
X.
XIV.
XI. XV.
XII. XVI.
12. SUMMARY Business OF MATERIAL Competition FINANCIAL ................................................................................................................................117
DATA..................................................................................................................129
13.
EQUITY................................................................................................................................................................133
Business Prospects ...................................................................................................................................119
POLICY ON DIVIDEND.............................................................................................................................................135
Shipping Industry ................................................................................................................................................122
TAXATION............................................................................................................................................................136
Summary of Material Financial Data
UNDERWRITING FOR ISSUANCE OF SHARES................................................................................................................138
......................................................................................................................129
Equity CAPITAL ................................................................................................................................................................133
MARKET SUPPORTING INSTITUTIONS AND PROFESSIONS...................................................................................140
Policy LEGAL on OPINION.....................................................................................................................................................143
Dividend ...............................................................................................................................................135
XIII. XVII. Taxation APPRAISAL .............................................................................................................................................................136
REPORT...............................................................................................................................................144
XIV. XVIII. Underwriting INDEPENDENT for AUDIT Issuance REPORT of Shares AND CONSOLIDATED ......................................................................................................................138
FINANCIAL STATEMENTS OF THE ISSUER AND SUBSIDIARIES......................145
XV. XIX. Capital ARTICLES Market OF ASSOCIATION Supporting Institutions OF THE ISSUER................................................................................................................146
and Professions ...........................................................................................140
XVI. XX. Legal INFORMATION Opinion .....................................................................................................................................................143
ON SHARES OFFER AND ISSUANCE OF SERIES I WARRANTS.......................................................................164
XXI. SUBSCRIPTION
XVII. Appraisal Report
REQUIREMENTS................................................................................................................................172
.................................................................................................................................................161
XXII. DISTRIBUTION OF PROSPECTUS AND SHARES SUBSCRIPTION FORMS..............................................................................177
XVIII. Independent Audit Report and Consolidated Financial Statements of the Issuer and Subsidiaries ...............................169
XIX. Articles of Association of the Issuer ....................................................................................................................... 257
XX. Information on Shares Offer and Issuance of Series I Warrants ................................................................................275
XXI. Subscription Requirements ..................................................................................................................................283
XXII. Distribution of Prospectus and Shares Subscription Forms ......................................................................................288
i
i

Definitions and Abbreviations
Terms and expressions in this Prospectus shall have the following meanings:
ABS Means the American Bureau of Shipping.
Account Holder Means the party whose name is recorded as a share account holder with KSEI
covering the Securities Company and/or other parties approved by KSEI with due
observation to the statutory regulations prevailing in the field of Capital Market and
KSEI regulations.
Addendum to Agreement Means the Addendum to the Underwriting Agreement including all changes and/or
additions and/or renewals.
Affiliation Means the definition as set out in article 1 of the Capital Market Law, namely:
a. family relationship due to marriage and descendant until the second degree, both
horizontally as well as vertically;
b. relationship between the Party and employee, director, or commissioner of such
Party, whereby the Party is defined as an individual, company, joint venture,
association or organized group;
c. relationship between 2 (two) companies where the boards of directors or
commissioners have one or more of the same directors or commissioners;
d. relationship between the company and a Party, both directly or indirectly,
controlling or under the control of such company;
e. relationship between 2 (two) companies, under the direct or indirect control of the
same Party; or
f. relationship between the company and the principal shareholder.
AHT Means Anchor Handling Tug, which is a vessel used to hoist and lower the anchor of a
rig, work barge. This vessel is completed with a shark jaw and stern roller and also
functions as transportation of equipment from land to the rig or other work vessels.
AHTS Anchor Handling Tug Supply, which is a type of vessel used to carry bulk cargo,
cement, oil based mud to support offshore drilling activities. An AHTS vessel can also
carry out all work done by an AHT vessel.
AMDAL Means the Environmental Impact Analysis.
ASD Tug Means the Azimuth Stern Drive Tug (tug boat with ASD propulsion).
BAE Means the Share Administration Bureau (Biro Administrasi Efek), the party
implementing administration of shares in the Public Offering appointed by the Issuer,
which in this case is PT Datindo Entrycom, domiciled in Jakarta.
BANI Means the Indonesian National Arbitration Agency (Badan Arbitrase Nasional
Indonesia).
Banking Day Means a day when the offices of Bank Indonesia are open for clearing activities.
BAPEPAM-LK Means the Capital Market and Financial Institution Supervisory Agency (Badan
Pengawas Pasar Modal dan Lembaga Keuangan) as referred to in Article 3 of the
Capital Market Law and Presidential Regulation No.62 of 2005 and KMK No.
606/KMK.01/2005 dated 30 December 2005 concerning Organization and Working
Procedures of BAPEPAM-LK.
Barge Means a barge with no engine that needs to be pulled/tugged.
BHP or bhp Means brake horse power, a unit used in measuring a vessel’s engine power.
BKI Means the Indonesian Classification Bureau (Biro Klasifikasi Indonesia).
BPS Means the Statistics Central Bureau (Badan Pusat Statistik) of the Republic of
Indonesia.
Bunker Means the process of filling in fuel used for the operation of vessel engines, or can also
be interpreted as a place for storage of fuel on board a vessel.
ii
ii

Cabotage principle Means the principle that prohibits vessels with foreign flags from serving domestic
shipping.
Calendar Day Means all days in 1 year in accordance with the Gregorian calendar without exception,
including Sundays and national holidays that from time to time are determined by the
Government and normal working days which due to certain conditions are determined
by the Government as extraordinary working days.
Capital Market Law Means the Capital Market Law (Undang-Undang Pasar Modal), or Law of the Republic
of Indonesia Number 8 of 1995 concerning Capital Market, State Gazette No. 64 year
1995, Supplement to State Gazette No. 3608 together with its implementing
regulations and amendments.
Charter Means the activity of leasing vessels to carry out transportation activities and/or
transportation of goods, material as well as manpower in accordance with the agreed
contract.
Collective Depository Means depository services for shares jointly owned by more than one party, interest of
which is represented by KSEI, as referred to in the Capital Market Law.
Collective Share Certificate Means Share Certificate or Collective Share Certificate as arranged in the Articles of
Association.
Company Means the Issuer and, unless otherwise stated or the context otherwise requires, its
consolidated subsidiaries.
Crew boat Means a type of vessel designed with a certain speed to carry out activities of
transporting passengers and cargo goods from and to the production rig at mid-sea.
Date of Allotment Means the last date of period of allotment, namely the latest being 2 (two) Working
Days effective from the closing date of the Offering Period.
Date of Submitting Allotment Confirmation
Form
Means date of submitting allotment confirmation form which also is the date of
distribution of shares electronically into the share account of the subscriber.
DOC Means Document of Compliance (safety management adjustment documents) as
certification of appropriateness of company management with modes of international
safety management (ISM Code).
DPPS Means the Share Subscription Order List (Daftar Permohonan Pemesanan Saham),
a list containing names of subscribers for Shares on Offer and total amount of Shares
on Offer subscribed to and arranged according to the FPPS prepared by each respective
Underwriter and/or Selling Agent.
DPS Means the Shareholders Register (Daftar Pemegang Saham), a list issued by KSEI
which contains information pertaining to shareholding by Shareholders in the Collective
Depository with KSEI based on data provided by Account Holders to KSEI.
Dry docking Means maintenance, repair of vessels whereby the whole hull of a vessel is lifted out of
the water.
DWT Means Dead Weight Ton a unit showing the deadweight of a vessel in tonnage.
Effective Registration Statement shall be deemed effective with due observance of the following
stipulations:
a. based on expiration of period of time, namely:
1) 45 (forty five) days from the date the Registration Statement is received by
BAPEPAM-LK in its entirety, which includes all criteria stipulated in the form
of Registration Statement; or
2) 45 (forty five) days from the date the last amendment is submitted by the
Issuer or the fulfillment of BAPEPAM-LK’s requests; or
b. based on the effective statement from BAPEPAM-LK that no more amendments
and/or further additional information are needed
FKPS Means Share Allotment Confirmation Form (Formulir Konfirmasi Penjatahan Saham),
a confirmation form of the results of allotment in the names of subscribers as indication
of evidence on the portion of Shares On Offer.
iii
iii

FMSV Means Fast Multipurpose Support Vessel.
FPPS Means Share Purchase Subscription Form.
FPSO Means Floating Production, Storage and Offloading.
FSO Means Floating Storage and Offloading.
FUV Means Fast Utility Vessel, a type of vessel longer than 35 m with a certain speed and
has a deck with adequate space to load cargo. This vessel is used to transport
manpower stationed offshore and also as an evacuation vessel in emergencies.
Government Means the Government of the Republic of Indonesia.
GMS Means General Meeting of Shareholders.
GT Means Gross Tonnage, measuring unit for the volume of a vessel stated in cubic
meters.
HP Means Horse Power, a unit for measuring the power of an engine.
IACS Means the International Association of Classification Societies Ltd.
IDX Means the Indonesia Stock Exchange, the stock exchange as defined in article
1 number 4 of the Capital Market Law, a limited liability company domiciled in Jakarta,
where shares of the Issuer are listed.
IMCA Means the International Marine Contractors Association.
IMO Means the International Maritime Organization, an organization established to provide
a mechanism for cooperation among countries around the world in relation to rules and
regulations concerning safety and efficiency in the fields of shipping and navigation as
well as prevention of and control over maritime pollution which may be caused by vessels
at sea.
INSA Means the Indonesian National Shipowners’ Association.
ISM Means the International Safety Management.
ISPS Means the International Ships and Port Facility Security Code.
ISSC Means the International Ships Security Certificate.
Issuance Means share issuance by the Issuer to be offered and sold to the public through the
Public Offering.
Issuance Date Means the date of distribution of shares into the Share Accounts of the Lead
Underwriters pursuant to the delivery of jumbo certificates received by KSEI from the
Issuer, which also represents the payment date for proceeds of share issuance from
the Lead Underwriters to the Issuer, with a timeframe of less than 6 months.
Issuer Means PT Wintermar Offshore Marine Tbk or formerly PT Swakarya Mulia Shipping.
KKKS Means the Cooperation Contract Contractor (Kontraktor Kontrak Kerja Sama).
KSEI Means the Indonesian Securities Depository Company (PT Kustodian Sentral Efek
Indonesia).
LCT Means Landing Craft.
Lead Underwriter Means Underwriter that carries out the management, organization and shall be
responsible for the organization of the Public Offering, in this case namely
PT Bahana Securities, PT Ciptadana Securities, and PT CIMB Securities Indonesia.
Listing Date Means the listing date of shares for trading at the IDX the latest 3 (three) Working Days
after the Allotment Date.
Long Term Charter Means type of vessel/ship leasing contract for a certain period of time generally
6 months or more, which in general applies a tariff mutually agreed upon in the beginning
of the contract.
MT Means Metric Ton.
Mooring Means Mooring.
iv iv

Offering Period Means the Period during which the subscription of Shares on Offer can be conducted
and the FPPS can be submitted by the public to the Lead Underwriter and/or Selling
Agent as determined in the Prospectus and the FPPS, unless the offering period is
closed off earlier which is carried out in accordance with the prevailing statutory
regulations.
Offering Price Means Rp380 (three hundred eighty Rupiah) or the price of each share offered through
the Public Offering amount of which shall be determined and agreed upon by the Issuer
and the Lead Underwriters as shall be further arranged in the Underwriting Agreement.
Offshore Means located or operating on a body of water, at some distance from the shore.
Oil Rig or rig Means rig complete with various equipment to carry out oil drilling and/or natural gas.
Payment Date Means the payment date of funds proceeds of share issuance to the Issuer which have
been paid up by the Underwriters through the Lead Underwriters to the Issuer pursuant
to the Underwriting Agreement.
Platform Supply Vessel (PSV) Means a large vessel above 3,000 DWT used as a mother vessel for transportation of
all offshore drilling needs. In general a PSV is equipped with a DPS (Dynamic Positioning
System).
Preliminary Offering Means direct or indirect invitation by using an Preliminary prospectus and/or Info Memo
(if necessary) immediately after the announcement of the Abridged Prospectus in the
newspapers, to have an idea of the public interest in the Shares to be Offered, in the
form of indication of number of Shares to be Offered that the public desires to purchase
and the estimated Offering Price, however this would not be binding and does not
constitute a subscription in accordance with BAPEPAM Regulation Number IX.A.8
concerning Preliminary prospectus and Info Memo, attachment to decision of Head
BAPEPAM Number Kep-113/PM/1996, dated 24 December 1996 as amended by
decision of Chairman of BAPEPAM Number Kep-41/PM/2000, dated 27 October 2000.
Primary Market Means offer and sale of Shares to be Offered by the Issuer to the public during the
Offering Period prior to such Shares to be Offered being listed with the IDX.
Prospectus Means each printed representation or written information use for the Public Offering for
the purpose that other parties purchase or trade shares, with the exception if the
representation or information pursuant to BAPEPAM-LK regulations are not
represented as a Prospectus.
Public Means individuals and/or entities, whether Indonesian citizens and/or Indonesian legal
entities, or foreign citizens and/or foreign legal entities whether residing/with legal
domicile within the territory of the Republic of Indonesia or residing/with domicile
outside the territory of the Republic of Indonesia.
Public Offering Means share offering activities carried out by the Issuer to sell shares to the public
based on procedures as regulated in the Capital Market Law.
Public Offering Period Means the period of the Public Offering which shall be jointly determined by the Issuer
and the Lead Underwriters in an Addendum to the Underwriting Agreement.
Refund Date Means the date of refunding money for subscription of share purchase by the Lead
Underwriters through the Underwriters or Selling Agent, whereby such refund of
subscription money should not be later than 2 (two) Working Days after the Allotment
Date or 2 (two) Working Days after the date of termination of the Underwriting
Agreement which caused the cancellation of the Public Offering based on the
Underwriting Agreement.
Registration Statement Means Registration Statement submitted to the Chairman of BAPEPAM-LK by the
Issuer in the framework of the Public Offering, comprising required documents and
their attachments, including all amendments, additions as well as corrections thereof.
SBI Means Bank Indonesia Certificate (Sertifikat Bank Indonesia).
Secondary Market Means Stock Trading at the IDX conducted after the Offering Period.
SGD Means Dollar of the Republic of Singapore.
v v

Shareholder Means the public owning benefits on shares kept and administered in:
1) The Issuer’s Shareholder Register;
2) Share Accounts with KSEI; or
3) Share Accounts with KSEI through the Securities Company.
Short Term Charter Means type of contract for lease of vessel for one shipping route or for a contract
period of less than 6 months, with a tariff applicable in the market at the time of signing
the agreement.
SMC Means Safety Management Certificate (sertifikat manajemen keselamatan kapal).
Special Subscribers Means employees and management of the Issuer who on the date of commencement
of the Offering Period and who during the Offering Period submitted subscriptions for
Shares to be Offered to the Lead Underwriter through the Issuer for a maximum of 3%
(three percent) of the Shares to be Offered in the framework of the Public Offering.
Stock Exchange Day Means the day for stock trading at the IDX, namely on Mondays through Fridays,
except for national holidays in accordance with the Government decision or days
declared as holidays by the IDX.
Subsidiary Means a company with:
1) ownership of shares both directly or indirectly controlled by the Issuer with voting
rights of more than 50% or if the Issuer owns 50% or less shares but with voting
rights whereby the Issuer has the ability to control the Subsidiary, and
2) financial statements that are consolidated with the Issuer in accordance with the
standard financial accounting principles prevailing in Indonesia.
Tugboat Means tugboat/small sized vessel but with great power to tug barges or vessels.
Underwriter Means parties entering into agreement with the Issuer to carry out the Public Offering
for the interest of the Issuer and each party respectively guarantees with full
commitment the purchase and payment of the remaining shares which are not
subscribed to by the public equivalent to each respective portion of guarantee as
arranged in the Underwriting Agreement, and has a Share Account in accordance with
KSEI terms.
Underwriting Agreement Means Underwriting Agreement, drawn up by and between the Issuer and the
Underwriters with terms and conditions contained in deed No. 26 dated 22 September
2010 and Deed of Amendment I No. 14 dated 15 October 2010 and amended by
Addendum to Underwriting Agreement No. 7 dated 8 November 2010.
US$ Means United States dollars.
Working Day Means Mondays through Fridays, with the exception of national holidays as determined
by the Government.
Written Confirmation Means Letter of Confirmation pertaining to ownership of shares issued by KSEI and /
or the Custodian Bank and/or the Securities Company (which in this case is the Lead
Underwriter or the Underwriter or the Selling Agent) for the interest of Account Holders
in the Secondary Market.
vi vi

SUMMARY
The summary hereunder constitutes an inseparable part and should be read in conjunction with more detailed information and the
consolidated financial statement as well as the notes contained in this Prospectus. All financial data of the Company is compiled in
Rupiah and is prepared and presented in accordance with generally accepted accounting principles in Indonesia (“Indonesian
GAAP”). This Summary is compiled based on facts and considerations most significant to the Company.
A. Brief History of the Company
The Issuer is a limited liability company established and carrying out its business activities according to and based on the
prevailing statutory regulations in the Republic of Indonesia, domiciled in Jakarta under the name “PT Swakarya Mulia
Shipping”, established as a limited liability company pursuant to the prevailing statutory regulations in the Republic of Indonesia
based on Deed of Establishment No. 98 dated 18 December 1995 drawn up before Mrs. Trisnawati Mulia, S.H., Notary in Jakarta,
which deed has obtained legalization from the Minister of Justice in accordance with his Letter of No. C2-7680.HT.01.01.TH.96
dated 6 March 1996 and which has been registered with the Registrar of the Central Jakarta District Court No. 22/1997 dated 24
February 1997, and announced in the State Gazette of the Republic of Indonesia No. 27 dated 4 April 1997, Supplement to State
Gazette No. 1295.
On the date of issuance of the Prospectus, the latest amendment to the Articles of Association of the Issuer is as contained in the
Deed of Statement of Approval of All Shareholders number 15, dated 16 September 2010 drawn up by Fathiah Helmi, S.H. Notary
in Jakarta, which has obtained the approval of the Minister of Laws and Human Rights with his Decision Number
AHU.44569.AH.01.02 Year 2010 dated 17 September 2010 and registered in Corporate Registry No.AHU/0068211.AH.01.09
Year 2010 dated 17 September 2010. Such Deed, among others, changed the name of the Issuer to become “PT Wintermar
Offshore Marine Tbk”, amended the nominal value of shares and amended the whole of the Articles of Association to be adjusted
in accordance with Law No. 8 Year 1995 concerning Capital Market and its implementing regulations in the framework of
becoming a Public Company. The following is the capital structure of the Issuer up until this Prospectus is published.
Stock Capital
With Nominal Value of Rp100 (one hundred Rupiah) Per Share
Descriptions Total Shares
Total Nominal Valu
(Rupiah)
Percentage
(%)
Authorized Capital
Subscribed and Paid Up Capital
10,000,000,000 1,000,000,000,000
- Sugiman Layanto 35,000,000 3,500,000,000 1.32
- Nely Layanto 35,000,000 3,500,000,000 1.32
- PT Ramanda Daminathan 308,000,000 30,800,000,000 11.62
- PT Wintermarjaya Lestari 1,286,200,000 128,620,000,000 48.54
- PT Dwiprimajaya Lestari 985,800,000 98,580,000,000 37.20
Total Subscribed and Paid Up Capital 2,650,000,000 265,000,000,000 100.00
Shares in Portfolio 7,350,000,000 735,000,000,000
Up until this Prospectus is published, the Company has never conducted changes in its business activities, namely to engage in
the shipping sector with focus on vessels supporting offshore transportation activities for oil and gas industry.
B. Public Offering
The Lead Underwriters and the Underwriters on behalf of the Issuer hereby conduct a Public Offering amounting to 900,000,000
(nine hundred million) registered common shares which constitute new shares with a nominal value of Rp.100 (one hundred Rupiah)
each share, to be offered to the public at an Offering Price of Rp380 (three hundred eighty) per share, which must be paid up
in full at the time of submitting the Share Purchase Subscription Form (“FPPS”), therefore the total of this Public Offering shall be
in the amount of Rp342,000,000,000 (three hundred forty two billion Rupiah).
In the framework of this Public Offering, the Issuer shall at the same time issue a total of 90,000,000 (ninety million) Series I Warrants
to accompany the Registered Common Shares issued in the framework of the Public Offering. Series I Warrants are given
free of charge as incentive for new shareholders whose names are recorded in the Public Offering allotment list issued by the
Share Administration Bureau on the allotment date, namely 25 November 2010. Each holder of 10 (ten) new shares of the Issuer
shall be entitled to receive 1 (one) warrant whereby each 1 (one) warrant provides the right to its holder to purchase 1 (one) new
share of the Issuer issued from the portfolio. Warrants issued have a validity period of 24 (twenty-four) months.
Series I Warrants are securities that each provide to their holder the right to purchase one Registered Common Shares with
a nominal value of Rp.100 (one hundred Rupiah) per share with an Exercise Price in the amount of Rp.450 (four hundred fifty
vii vii

Rupiah), hence the total amount would be Rp.40,500,000,000 (forty billion five hundred million Rupiah), which can be carried out
during the exercise period namely from 30 May 2011 up to 29 November 2012. Holders of Series I Warrants have no rights as
shareholders including dividend rights as long as such Series I Warrants have not yet been exercised to become shares. In the
event Series I Warrants are not exercised until the expiry of their validity period, then such Series I Warrants may not be extended
and shall become expired, invaluable and invalid.
In the event of this Public Offering, all shares on offer consist of registered common shares from the portfolio (number of shares
authorised but not yet issued) and shall grant their holders the same and equal rights, in all matters, with other shares of the
Issuer that have been subscribed and paid up in full, including the rights on distribution of dividend. With all shares of the Issuer
that are on offer in this Public Offering sold, the capital structure and composition of shareholders of the Issuer shall become as
follows:
Stock Capital
With Nominal Value of Rp100 (one hundred Rupiah) Per Share
Before Public Offering After Public Offering
Descriptions
Total Shares Total Nominal
Value
% Total Shares Total Nominal
Value
%
Authorized Capital
Subscribed and Paid Up Capital
10,000,000,000 1,000,000,000,000 10,000,000,000 1,000,000,000,000
- PT Wintermarjaya Lestari 1,286,200,000 128,620,000,000 48.54 1,286,200,000 128,620,000,000 36.23
- PT Dwiprimajaya Lestari 985,800,000 98,580,000,000 37.20 985,800,000 98,580,000,000 27.77
- PT Ramanda Daminathan 308,000,000 30,800,000,000 11.62 308,000,000 30,800,000,000 8.68
- Sugiman Layanto 35,000,000 3,500,000,000 1.32 35,000,000 3,500,000,000 0.99
- Nely Layanto 35,000,000 3,500,000,000 1.32 35,000,000 3,500,000,000 0.99
- Public - - - 900,000,000 90,000,000,000 25.35
Total Subscribed and Paid Up Capital 2,650,000,000 265,000,000,000 100.00 3,550,000,000 355,000,000,000 100.00
Shares in Portfolio 7,350,000,000 735,000,000,000 6,450,000,000 645,000,000,000
The management and supervisory relationship with Subsidiaries is as follows:
Parties Company
Shareholders Subsidiaries
WJL DJL RD WT SMS ANN PSV HMO
Jonathan Jochanan PK / KI - - - - - - - -
Johnson Williang Sutjipto K - - D / PS PK / PS PD / PS - -
Darmawan Layanto K PS - - PK - - K PD
Sugiman Layanto PD K / PS K / PS - PD / PS PD PK PD -
Nely Layanto D PD / PS PS - D K D - K
Ooi Ka Lok D - - - - - - - -
Herman Santoso DTA - - - - - - - -
Philippe Surrier D - - - - - - - -
Note:
PK : President Commissioner
KI : Independent Commissioner
K : Commissioner
PD : President Director
D : Director
DTA : Non-Affiliated Director
PS : Shareholders
C. Plan for Use of Funds Proceeds of Public Offering
The funds proceeds of this Public Offering after deducting costs related to this Public Offering shall be used as follows (foreign
exchange value applied shall be that of 10 November 2010, amounting to Rp.8,904 per US$1):
1. Approximately 72.3 % or US$26.4 million or equal to Rp235.1 billion shall be used by the Issuer to finance purchase of vessels,
included in Category B, in accordance with the classifications of offshore vessels as stipulated by BP Migas, which
among others include accommodation barges, crew boat, fast utility vessel, anchor handling tugs, anchor handling tugs
supply, ASD tug boats, platform supply vessels, construction vessels and crane barges, also
offshore tugs and barges, and others shall be financed by loans. The majority of the new vessels shall be owned by its Subsidiaries,
in which its ownership amounts to 99% and/or other subsidiaries that may be established in the future with minimum
ownership amounting to 51% through investment in shares.
viii viii

2. Approximately 16.7 % or US$6.1 million or equal to to Rp.54.3 billion shall be used by the Issuer in 2010 to pay the bank
loans of the Subsidiary, PT Wintermar (99.5%). The cash flow from the Issuer to PT Wintermar shall be conducted through
investment in shares, and hence after such investment the ownership of the Issuer in PT Wintermar shall become 99.6%.
The payment of bank loans of Subsidiary PT Wintermar is as follows:
a. Approximately US$805,000 to pay off a bank loan from PT BNI, interest rate of which is 10.75% per annum. Such loan
facility acquired by the Issuer amounted to US$ 2.3 million on 28 June 2007, with 5 year term. The purpose of such loan
was for purchasing vessels and this loan can be settled earlier, and no penalty shall be imposed on PT Wintermar for
such earlier settlement.
b. Approximately US$5.3 million to pay off some of bank loans from Bank CIMB Niaga, interest of which is 7.00% per
annum. Such loan facility was acquired by the Issuer on 17 June 2009, with 3 year term. The purpose of such loan was
for purchasing vessels and this loan can be settled earlier, and no penalty shall be imposed on PT Wintermar for such
earlier settlement.
3. Approximately 10.9 % or US$4.0 million or equal to Rp.35.6 billion shall be used as working capital of the Issuer and
Subsidiaries, wherein ownership amounts to above 99%. Such working capital shall be used by the Issuer, among others, to
finance information system technology for the head office. Meanwhile, the working capital of the Subsidiaries, wherein ownership
amounts to 99%, shall be used, among others, to finance operational activities and fleet.
In the event the Issuer shall conduct a transaction using the proceeds from the Public Offering, which constitutes an affiliated
transaction and conflict of interests of certain transactions and/or material transactions, the Issuer is to comply with the stipulations
as regulated in Regulation of BAPEPAM-LK No. IX.E.1 and/or Regulation of BAPEPAM-LK No.IX.E.2.
In using the proceeds from the Public Offering, the Issuer shall do so with due observance of the applicable statutory regulations
in the capital market.
Funds acquired by the Issuer from the execution of Series I Warrants and the MESOP Program shall be wholly used for additional
working capital of the Company.
D. Competitive Strengths
The Company is confident that it can compete in its industry since the Company possesses the following strengths:
a. In-depth expertise and experience in the industry
b. Possession of National and International Certifications
c. A modern and innovative fleet
d. A strong commitment to health, safety and preservation of the environment
e. An extensive business network and excellent long term relationship with clients
f. Integrity as the core value upheld by the Company in conducting its business
E. Business Strategy
The Company’s focus is to become the main partner of choice for multi-national oil and gas companies in the supply of offshore
support vessels both domestically and abroad by possessing proven experience and international certifications.
The Company has determined 6 pillars of main business strategy measures in efforts to face tight business competition and to
safeguard the sustainability and business development of the Company. The business strategy conducted by the Company
comprise references used to face future development of the Company.
The 6 pillars of the Company’s business strategy are:
a. Development of quality human resources.
b. Focusing on expansion of a young and high-quality fleet.
c. Taking advantage of advanced information technology in operational activities.
d. Taking advantage of and expanding good relationships with clients and maintaining communications with players in the
industry.
e. Conducting strategic alliances with international companies.
f. Conducting all activities with high integrity
ix ix

F. Business Risks of Company
In conducting its business the Company faces risks that could have an impact on the business proceeds of the Company.
Risks, compiled based on the highest to the lowest risk weight, are as follows:
1. Risk of Termination, Reduction of Tariff or Non-Renewal of Contracts
2. Risk of Delays in Arrival of Newly Ordered fleet
3. Risk of Dependency on the Offshore Oil and Gas Industry
4. Risk of Foreign Currency Exchange Rate
5. Risk of Dependency of the Company on Subsidiaries
6. Risk of Maritime Losses and/or Accidents
7. Risk of Damage to the Company’s Vessels
8. Risk of Loss of Human Resources
9. Risk of Limited Funding for Expansion of Company Business
10. Risk of Business Competition
11. Risk of Revocation of Business License
12. Risk of Dependency on Long Term Contracts
13. Risk of Increase in Fuel Price
14. Risk of Inability to Comply with the Prevailing Rules and Certification
15. Risk of Capture of Company Vessels by Parties Filing Maritime Claim
16. Risk of Government Policies / Regulations
17. Risk of Ship Piracy at Sea
18. Risk of Potential Liabilities that may Occur due to Injuries or Deaths Caused by Accidents
19. Risk of Political Disturbance in Area of which Company’s Vessels are in Operation
20. Risk of Decrease in Market Value of Vessels
G. Financial Performance
The consolidated Financial Statements of the Company as of 31 December 2007, 2008 and 2009, and for the years then ended
and as of 30 June 2010 and for the period of six months then ended, have been audited by KAP Aryanto, Amir Jusuf, Mawar &
Saptoto, independent public accountant, based on auditing standards established by the IAPI, with an unqualified opinion, report
of which is contained in this Prospectus.
Statement of Income
Description
x x
For year ended
31 December
(in thousand Rupiah)
For the 6
(six)months period
ended on 30 June
2007 2008 2009 2010
Revenues 261,558,620 313,403,833 394,229,193 270,307,079
Operating Expenses 19,866,307 24,874,759 37,423,284 20,959,858
Income from Operations 83,923,692 108,151,634 93,310,360 61,526,768
Net Income after pro forma adjustment 68,335,926 84,569,864 100,387,521 46,900,320
Net Income before pro forma adjustment 12,546,136 37,317,069 51,227,092 46,900,320
Balance Sheets
Description
31 December
(in thousand Rupiah)
For the 6
(six)months period
ended on 30 June
2007 2008 2009 2010
Total Assets 598,442,160 754,995,493 882,074,563 1,489,091,757
Total Liabilities 270,102,349 334,079,953 383,253,433 942,599,847
Total Stockholder’s Equity 327,029,511 417,656,054 494,814,047 524,660,794

H. Company Policy on Dividends
In accordance with the prevailing statutory regulations, payment of dividends must be approved by the Shareholders in an annual
GMS pursuant to a proposal from the Board of Directors. The Issuer shall only distribute dividends of a year, funds of which
originate from the Net Income of the concerned year. Shareholders whose names are listed on the set date are entitled to receive
cash payment of dividends, subject to the applicable income tax.
The Issuer plans to distribute dividends in cash to all shareholders at least once a year. The Issuer also plans to distribute
dividends with a payment ratio of up to 20% of the Net Income for each fiscal year concerned, without ignoring the Issuer’s level of
soundness, the prevailing statutory regulations and without diminishing the right of the GMS to determine otherwise in accordance
with the provisions of the Articles of Association.
I. Information on Subsidiaries
The Issuer is conducting its business activities by itself or through its subsidiaries. The following are the names of the
Subsidiaries, wherein the Issuer has direct investment with 50% (fifty percent) or more ownership:
No. Name of Subsidiaries
Business Activities Total Shares in
Percentage (%)
xi xi
Year of
Investment
Operational
Status
1. PT Wintermar Shipping 99.5 2009 In Operation
2. PT Sentosasegara Mulia Shipping Shipping 99.5 2008 In Operation
3. PT Arial Niaga Nusantara Shipping 99.5 2008 In Operation
4. PT Hammar Marine Offshore Shipping 60.0 2008 Not In Operation
5. PT PSV Indonesia Shipping 51.0 2010 In Operation
6. Abbeypure Pte Ltd Investment 100.0 2010 In Operation

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xii

I. Public Offering
The Lead Underwriters and the Underwriters on behalf of PT Wintermar Offshore Marine Tbk hereby conduct a Public Offering for
amounting to 900,000,000 (nine hundred million) registered common shares which constitute new shares with a nominal value of
Rp.100 (one hundred Rupiah) each share, to be offered to the public at an Offering Price of Rp380 (three hundred eighty Rupiah)
each share, which must be paid up in full at the time of submitting the Share Purchase Subscription Form (“FPPS”), therefore the
total of this Public Offering shall be in the amount of Rp342,000,000,000 (three hundred forty two billion Rupiah).
In the framework of this Public Offering, the Issuer shall at the same time issue a total of 90,000,000 (ninety million) Series I
Warrants to accompany the Registered Common Shares issued in the framework of the Public Offering, Series I Warrants are
given free of charge as incentive for new shareholders whose names are recorded in the Public Offering allotment list issued by
the Share Administration Bureau on the allotment date, namely 25 November 2010, Each holder of 10 (ten) new shares of the
Issuer shall be entitled to receive 1 (one) warrant whereby each 1 (one) warrant provides the right to its holder to purchase 1 (one)
new share of the Issuer issued from the portfolio, Warrants issued have a validity period of 24 (twenty-four) months,
Series I Warrants are securities that each provide the right to their holders to purchase one Registered Common Shares with a
nominal value of Rp.100 (one hundred Rupiah) per share with an Exercise Price in the amount of Rp.450 (four hundred fifty),
hence the total amount would be Rp.40,500,000,000 (forty billion five hundred million Rupiah), which can be carried out during the
exercise period namely from 30 May 2010 up to 29 November 2012, Holders of Series I Warrants have no rights as shareholders
including dividend rights as long as such Series I Warrants have not yet been exercised to become shares, In the event Series I
Warrants are still not exercised at the expiry of their validity period, then such Series I Warrants may not be extended and shall
become expired, invaluable and invalid.
Shares offered have the same equal rights or different inequal rights or different and inequal rights in all matters with existing
shares, particularly concerning the dividends.
PT WINTERMAR OFFSHORE MARINE Tbk
(formerly PT SWAKARYA MULIA SHIPPING)
1 1
Line of Business:
In the field of shipping with focus on vessels as support for offshore transportation activities for the natural oil and gas industry
Domiciled in West Jakarta, Indonesia
Head Office:
Jl Kebayoran Lama No,155
Jakarta 11560
Tel: (62-21) 530 5201 – 530 5202
Fax: (62-21) 530 5203
Website: www.wintermar.com
THE MAIN RISK FACED BY THE COMPANY IS THE RISK OF TERMINATION OF CONTRACTS
OTHER BUSINESS RISKS OF THE COMPANY ARE SET OUT IN CHAPTER V OF THIS PROSPECTUS
CONSIDERING THAT THE NUMBER OF SHARES OFFERED IN THIS PUBLIC OFFERING IS RELATIVELY LIMITED, THERE IS A
POSSIBILITY THAT THE TRADING OF SHARES ON OFFER SHALL BECOME LIMITED OR SUCH SHARES SHALL BECOME LESS LIQUID.

The Issuer is a company established under the name “PT Swakarya Mulia Shipping”, based on Deed of Establishment No, 98
dated 18 December 1995 drawn up before Mrs., Trisnawati Mulia, S.H., a Notary in Jakarta, Such deed has obtained legalization
from the Minister of Justice of the Republic of Indonesia in accordance with his Letter of No, C2-7680,HT,01,01,TH,96 dated
6 March 1996 and which has been registered in the Register Kepaniteraan Pengadilan Negeri Jakarta Pusat No. 22/1997 dated
24 February 1997, and has been announced in the State Gazette of Republic of Indonesia No. 27 dated 4 April 1997, Supplement
to State Gazette No. 1295.
The Articles of Association of the Issuer have been amended several times, the latest in the framework of the Initial Public Offering
based on the Deed of Statement of Approval of All Shareholders number 15, dated 16 September 2010 drawn up by Fathiah
Helmi, S,H, Notary in Jakarta. Such Deed has obtained the approval of the Minister of Laws and Human Rights of the Republic of
Indonesia with his Decision Number AHU,44569,AH,01,02 Year 2010, Company Register No. AHU 0068211.AH.01.09 Year 2010
dated 17 September 2010 and the announcement in the State Gazette of the Republic of Indonesia was carried out by the
Minister of Laws and Human Rights in accordance with the provisions of Law of the Republic of Indonesia Number 40 of 2007
concerning Limited Liability Companies, Such Deed, among others, changed the name of the Issuer to become “PT Wintermar
Offshore Marine Tbk”, amended the nominal value of shares and amended the whole of the Articles of Association to be adjusted
in accordance with Law No, 8 Year 1995 concerning Capital Market and its implementing regulations in the framework of becoming
a Public Company.
The composition of capital and shareholders of the Issuer at the time of issuance of this Prospectus is as follows:
Authorized Capital : Rp.1,000,000,000,000 (one trillion Rupiah) divided into 10,000,000,000 (ten billion)
shares with a nominal value of Rp.100 (one hundred Rupiah) for each share;
Issued and paid up capital : Rp.265,000,000,000 (two hundred sixty five billion Rupiah) divided into 2,650,000,000
(two billion six hundred fifty million) shares with a nominal value of Rp.100 (one hundred
Rupiah) for each share.
Based on the Resolutions of Shares Holders In Lieu of General Meeting of Shareholders of PT Wintermar Offshore Marine No.
3243/A20/VIII/2010 dated 13 August 2010, which has been contained in the Deed of Statement of Shareholders No. 22 dated 18
August 2010 and notified to the Minister of Laws and Human Rights in a letter of Acceptance of Notification of Changes in
Company Data No. AHU-AH.01.10-18248 dated 20 July 2010, the shareholders of the Issuer have reached a decision to issue
new shares in portfolio (depository).
The total shares issued from the portfolio (depository) amounts to 141,954 (one hundred forty one thousand nine hundred fifty
four) shares each having a nominal value amounting to Rp.1,000,000.- or a total of Rp.141,954,000,000.- (one hundred forty one
billion nine hundred fifty four million Rupiah) , as taken and paid up by:
1. PT Dwiprimajaya Lestari, amounting to 67,374 (sixty seven thousand three hundred seventy four) shares or a total of
Rp.67,374,000,000.- (sixty seven billion three hundred seventy four million Rupiah), consisting of:
a. Conversion on collection rights towards Issuer amounting to Rp.6,654,000,000.- (six billion six hundred fifty
four million Rupiah), and;
b. Paid in cash amounting to Rp.60,720,000,000.- (sixty billion seven hundred twenty million Rupiah).
2. PT Wintermarjaya Lestari, amounting to 74,580 (seventy four thousand five hundred eighty) shares or a total of
Rp.74,580,000,000.- (seventy four billion five hundred eighty million Rupiah), all of which is paid in cash.
In relation to such, PT Dwiprimajaya Lestari and PT Wintermarjaya Lestari stated that they shall not sell their shares during the
period of 8 (eight) months after the Registration Statement is deemed effective, as regulated in Regulation No. IX.A.6 concerning
Limitation on Shares Issued Prior to Public Offering.
The type of shares issued and taken by shareholders as mentioned above is common shares.
2 2

Hence the composition of capital and shareholders of the Issuer is in accordance with the table below:
Stock Capital
With a Nominal Value of Rp.100 (one hundred Rupiah) Each Share
Description Total Shares
Total Normal Value
(Rupiah)
Percentage (%)
Authorized Capital
Subscribed and Fully Paid Up Capital
10,000,000,000 1,000,000,000,000
- Sugiman Layanto 35,000,000 3,500,000,000 1.32
- Nely Layanto 35,000,000 3,500,000,000 1.32
- PT Ramanda Daminathan 308,000,000 30,800,000,000 11.62
- PT Wintermarjaya Lestari 1,286,200,000 128,620,000,000 48.53
- PT Dwiprimajaya Lestari 985,800,000 98,580,000,000 37.20
Total Capital Subscribed and Paid Up in Full 2,650,000,000 265,000,000,000 100.00
In Portfolio 7,350,000,000 735,000,000,000
In the framework of this Public Offering, shares on offer consist wholly of authorized common shares originating from the portfolio
and shall provide the shareholders thereof the same right and degree in all matters with other authorized and paid up in full shares
of the Issuer, including the right to vote at a GMS, dividend, bonus shares and preemptive rights. Assuming the sale of all shares
on offer in this Public Offering, the composition of capital and shareholders of the Issuer after the Public Offering shall be as
follows:
Stock Capital
With a Nominal Value of Rp.100 (one hundred Rupiah) Each Share
Before Public Offering After Public Offering
Description
Total Shares
Total Nominal
Value
% Total Shares
Total Nominal
Value
%
Authorized Capital
Subscribed and Fully Paid Up Capital
10,000,000,000 1,000,000,000,000 10,000,000,000 1,000,000,000,000
- PT Wintermarjaya Lestari 1,286,200,000 128,620,000,000 48.54 1,286,200,000 128,620,000,000 36.23
- PT Dwiprimajaya Lestari 985,800,000 98,580,000,000 37.20 985,800,000 98,580,000,000 27.77
- PT Ramanda Daminathan 308,000,000 30,800,000,000 11.62 308,000,000 30,800,000,000 8.68
- Sugiman Layanto 35,000,000 3,500,000,000 1.32 35,000,000 3,500,000,000 0.99
- Nely Layanto 35,000,000 3,500,000,000 1.32 35,000,000 3,500,000,000 0.99
- Public - - - 900,000,000 90,000,000,000 25.35
Total Capital Subscribed and Paid Up in Full 2,650,000,000 265,000,000,000 100.00 3,550,000,000 355,000,000,000 100.00
Shares in Portfolio 7,350,000,000 735,000,000,000 6,450,000,000 645,000,000,000
The composition of capital and shareholders of the Issuer after conducting the Public Offer and Management Employee Stock
Allocation (MESA) is as follows:
Stock Capital
With a Nominal Value of Rp.100 (one hundred Rupiah) Each Share
After Public Offering After Public Offering and Execution of MESA
Description
Total Shares
Total Nominal
Value
% Total Shares
Total Nominal
Value
%
Authorized Capital
Subscribed and Fully Paid Up Capital
10,000,000,000 1,000,000,000,000 10,000,000,000 1,000,000,000,000
- PT Wintermarjaya Lestari 1,286,200,000 128,620,000,000 36.23 1,286,200,000 128,620,000,000 35.96
- PT Dwiprimajaya Lestari 985,800,000 98,580,000,000 27.77 985,800,000 98,580,000,000 27.56
- PT Ramanda Daminathan 308,000,000 30,800,000,000 8.68 308,000,000 30,800,000,000 8.61
- Nely Layanto 35,000,000 3,500,000,000 0.99 35,000,000 3,500,000,000 0.98
- Sugiman Layanto 35,000,000 3,500,000,000 0.99 35,000,000 3,500,000,000 0.98
- Public 900,000,000 90,000,000,000 25.35 873,000,000 87,300,000,000 24.59
- MESA - - 27,000,000 2,700,000,000 0.76
Total Subscribed and Fully Paid Up
Capital
3,550,000,000 355,000,000,000 100.00 3,550,000,000 355,000,000,000 100.00
Shares in Portfolio 6,450,000,000 645,000,000,000 6,450,000,000 645,000,000,000
3 3

If the Series I Warrants acquired by the shareholders are fully exercised to become new shares in the Issuer, then the composition
of capital and shareholders shall be as follows:
Stock Capital
With a Nominal Value of Rp.100 (one hundred Rupiah) Each Share
Description
After Public Offering and Execution of MESA
Total Nominal
Total Shares
%
Value
After Public Offering and Execution of MESA and
also execution of Series I Warrants
Total Nominal
Total Shares
%
Value
Authorized Capital
Authorized and Fully Paid Up Capital
10,000,000,000 1,000,000,000,000 10,000,000,000 1,000,000,000,000
- PT Wintermarjaya Lestari 1,286,200,000 128,620,000,000 36.23 1,286,200,000 128,620,000,000 35.34
- PT Dwiprimajaya Lestari 985,800,000 98,580,000,000 27.77 985,800,000 98,580,000,000 27.08
- PT Ramanda Daminathan 308,000,000 30,800,000,000 8.68 308,000,000 30,800,000,000 8.46
- Nely Layanto 35,000,000 3,500,000,000 0.99 35,000,000 3,500,000,000 0.96
- Sugiman Layanto 35,000,000 3,500,000,000 0.99 35,000,000 3,500,000,000 0.96
- Public 873,000,000 87,300,000,000 24.59 960,300,000 96,030,000,000 26.38
- MESA 27,000,000 2,700,000,000 0.76 29,700,000 2,970,000,000 0.82
Total Subscribed and Fully Paid Up
Capital 3,550,000,000 355,000,000,000 100.00 3,640,000,000 364,000,000,000 100.00
Shares in Portfolio 6,450,000,000 645,000,000,000 6,360,000,000 636,000,000,000
With the listing of shares originating from the Public Offering amounting to 900,000,000 (nine hundred million) new shares or
equivalent to 25.35% (twenty five point thirty five percent) of authorized and fully paid up capital, the Issuer on behalf of the
founding shareholders shall list all shares owned with the IDX. As such, total shares listed by the Issuer with the IDX shall become
3,550,000,000 (three billion five hundred fifty million) shares or equivalent to 100% (one hundred percent) of issued and fully paid
up capital after this Public Offering. Founding shareholders shall comply with Regulation Number IX.A.6 of the Capital Market Law.
Registered Common Shares offered to the public through this Public Offering are the shares granting their holders the same and
equal rights in all matters with the other shares of the Issuer which have been subscribed and fully paid up, including the right on
distribution of dividend and pre-emptive rights of subscription.
Whereas in accordance with Article 2 paragraph 1 of the Regulation of the President of the Republic of Indonesia No.36 year 2010
concerning the List of Private Business Sectors and Public Business Sectors with Requirements in Capital Investment Sector
(“Perpres 36”), in the Issuer’s business activities in the shipping sector there is limit for foreign capital investment amounting to
a maximum of 49% (forty nine percent), however, in accordance with Article 4 Perpres 36, the said provision shall be deemed
invalid on indirect capital investment or portfolio, transactions within which are conducted through domestic capital market.
There fore, the Issuer is allowed, based on the said provisions of Perpres, to own more than 49% of ownership in foreign capital,
with stipulation that such capital investment is conducted indirectly or through a portfolio investments that are transacted through
domestic capital markets.
Management Employee Stock Allocation/MESA Program
The purpose of the Management Employee Stock Allocation Program is to encourage the management and employees of the
Issuer to have a shared ownership and to improve working productivity of each employee, which in the end shall also improve
overall corporate performance,thus improving the value of the Issuer enjoyed by the stakeholders of the Issuer.
Management Employee Stock Allocation Program consists of:
a. Management Employee Stock Allocation/MESA Program
The MESA Program constitutes shares with fixed allotment from shares on offer to Special Subscribers namely all participants of
MESA Program, which are all permanent employees of the Issuer included in the list of employees of the Issuer as of 30 August
2010, all members of the Board of Directors and Board of Commissioners, with the exception of Independent Commissioner still
holding office at the time of MESA execution. The Issuer, in the event of MESA Program intends to allocate approximately 3% of
the shares offered in this Public Offering, or 27,000,000 (twenty seven million) shares, namely to all permanent employees of the
Company included in the list of employees of the Company as at 30 August 2010, all members of the Board of Directors and
Board of Commissioners, with the exception of Independent Commissioner.
Approximately 17% of the total shares in the MESA Program is the portion intended for the employees, which are awarded on a
complimentary basis as Loyalty Bonus Shares. The portion intended for the management is approximately 83% of the total shares
in the MESA Program, where the majority is the Fixed Allotment Shares with Discounted Price offered to the management.
4 4

Pursuant to the Statement of Approval of All Shareholders of the Issuer on 27 August 2010, participants in the MESA Program are
provided with fixed allotments of allocated shares consisting of Loyalty Bonus Shares and Fixed Allotment Shares With Discounted
Price.
Fixed allotments of allocation in the MESA Program consist of:
1. Loyalty Bonus Shares
Participants of MESA program shall acquire Fixed Allotment Shares in the form of Loyalty Bonus Shares. Loyalty Bonus
Shares cannot be sold (Lock-Up Period) for a period of 12 (twelve) months (Lock-Up Period) from the date of listing of shares
of the Issuer at the Stock Exchange and cannot be taken as cash by the Participants of MESA Program. The total value of
the Loyalty Bonus Shares shall be considered as Issuer’s costs.
2. Fixed Allotment Shares with Discounted Price
Some of the Participants of MESA Program shall be provided with allocation to purchase the remaining shares in the MESA
Program with fixed allotment by paying in cash the prices of shares with a discount of 20% (twenty percent) of share price at
the time of the Initial Public Offering. Fixed Allotment Shares with Discounted Price cannot be sold within a period of 3 (three)
months effective from the date of listing of Issuer shares with the Stock Exchange. The costs of the 20% discount shall be
borne by the Issuer.
In the event the number of shares subscribed in the MESA program is less than 27,000,000 (twenty seven million) shares, the
remaining shares shall be re-offered to the public.
b. Management & Employee Stock Option Program/MESOP
Pursuant to the Statement of Approval of All Shareholders of the Issuer on 27 August 2010, shareholders approve the Management
Employee Stock Option Plan / MESOP. The portion for the management is 90% and the portion for the employees is 10%.
MESOP Program is the granting of an option right to purchase shares to participants of the program to purchase new shares
issued from the portfolio of the Issuer, which is approximately 1% (one percent) of the issued and paid up capital of the Issuer,
wherein based on BAPEPAM Regulation No.IX.D.4. the maximum shall be 10%. The mechanism of MESOP shall be exercised in
accordance with the Regulation of the Indonesia Stock Exchange No.1.A which shall be reported subsequently. The party responsible
for the MESOP program is the Director under the supervision of a Commissioner and shall be reported at the GMS.
The execution of the MESOP Program shall be carried out by issuing option rights in 2 (two) phases.
The period of exercising option rights shall be determined at a later date with two periods of exercise each year and the exercise
price shall be determined by referring to the provisions contained in point V.2.2 of Regulation No. I-A Attachment of the Decision
of the Board of Directors of PT Bursa Efek Jakarta No. Kep 305/BJ/07-2004 dated 19 July 2004 being at least 90% of the average
closing price of shares of the concerned Listed Company for a period of 25 (twenty five) consecutive Stock
Exchange Days in the Regular Market prior to the report concerning the intended validity period.
Implementation of the MESOP Program shall be conducted in accordance with the terms and conditions determined by the Board
of Directors with due observance to the prevailing statutory regulations.
With the sale of all shares offered to the public, the execution of the MESA Program, the execution of Series I Warrants, as well as
the execution of the MESOP Program, therefore the composition of Stock Capital and shareholders of the Issuer shall be as
follows:
5 5

Stock Capital
With a Nominal Value of Rp.100 (one hundred Rupiah) for each share
After Public Offering and Execution of MESA and After Public Offering and execution of MESA, Series I
Description
also execution of Series I Warrants
Total Nominal
Total Shares
Value
%
Warrants, and MESOP
Total Shares Total Nominal Value %
Authorized Capital
Capital Authorized and Paid Up in
Full
10,000,000,000 1,000,000,000,000 10,000,000,000 1,000,000,000,000
PT Wintermarjaya Lestari 1,286,200,000 128,620,000,000 35.34 1,286,200,000 128,620,000,000 34.99
PT Dwiprimajaya Lestari 985,800,000 98,580,000,000 27.08 985,800,000 98,580,000,000 26.81
PT Ramanda Daminathan 308,000,000 30,800,000,000 8.46 308,000,000 30,800,000,000 8.38
Nely Layanto 35,000,000 3,500,000,000 0.96 35,000,000 3,500,000,000 0.95
Sugiman Layanto 35,000,000 3,500,000,000 0.96 35,000,000 3,500,000,000 0.95
Public 873,000,000 87,300,000,000 23.98 873,000,000 87,300,000,000 23.75
MESA 27,000,000 2,700,000,000 0.74 27,000,000 2,700,000,000 0.73
Series I Warrants 90,000,000 9,000,000,000 2.47 90,000,000 9,000,000,000 2.45
MESOP
Total Capital Authorized and Paid Up
- - - 36,400,000 3,640,000,000 0.99
in Full 3,640,000,000 364,000,000,000 100.00 3,676,400,000 367,640,000,000 100.00
Shares in Portfolio 6,360,000,000 636,000,000,000 6,323,600,000 632,360,000,000
The Issuer intends to issue and/or list the new shares and/or other stocks which can be converted into shares within a period of 12
(twelve) months from the date of listing, namely the new shares issued in the framework of execution of warrants and MESOP.
Management of MESA/MESOP Programs
After the Issuer obtains an effective statement from BAPEPAM-LK, the Board of Directors shall issue a Letter of Decision appointing
management with the duty and responsibility in the execution of MESA/MESOP and which shall implement the MESA/MESOP
Programs.
Taxation Aspects of MESA/MESOP
The taxation aspects in the MESA/MESOP Programs are the following:
a. In the Program MESA for:
Loyalty Bonus Shares. The Issuer shall provide appreciation by allocating shares to Participants to become Shareholders
of the Issuer. Hence such shares constitute tax income objects of participants.
Fixed Allotment Shares With Discounted Price of 20% (twenty percent) off the Initial Public Offering Share Price shall
result in, if Participants exercise their rights to purchase the shares allocated to them, then 20% (twenty percent) of the
price of shares representing the discount shall be for the account of the Issuer, and the value of the 20% discount
received by MESA Program Participants purchasing shares, is an object of income tax of the participants.
b. The provision of PSAK 53 concerning Share Based Compensation shall apply towards the MESOP Program, whereby the
Issuer shall record all costs related to the awarding of such Option Rights by applying the Black-Scholes method. If the
Holders of Option Rights exercise their rights to purchase shares, then such costs shall be eliminated and recorded as share
equity and share agio should the exercise price be above the nominal price.
Application of PSAK No.56 shall be implemented in the Financial Statements of the Issuer on distributed Option Rights.
Exercise Price of the MESA/MESOP Programs
The MESA Program shares constitute part of the shares on offer to the public in the Initial Public Offering. MESA Loyalty Bonus
Shares shall be imposed with lock-up (cannot be traded) for 12 months after the Issuer is listed with the IDX. However,
considering that the participants of the Fixed Allotment Shares with MESA discounted price Program shall enjoy a 20% (twenty
percent) discount off the price offered in this Public Offering whereby such discount shall be for the account of the Issuer,
therefore shares purchased in the MESA Discounted Price Program are subject to lock-up (cannot be sold/purchased) effective for
3 (three) months after the Issuer shares are listed with the IDX.
The exercise price of the MESOP Program shall be determined in accordance with the applicable stipulations, which is at least
90% of the average closing price of shares of the concerned Listed Company for a period of 25 (twenty five) consecutive Stock
Exchange Days in the Regular Market prior to reporting to the Stock Exchange.
6 6

Shares in the MESOP Program shall only be issued at a later date when Holders of Option Rights have exercised their rights to
purchase shares during the validity period which shall be opened after the expiry of the Vesting Period namely effective 1 (one)
year after the issuance and distribution of Option Rights to eligible Participants of the MESOP Program. The validity period can
only be opened 2 (two) times in 1 (one) year with the provision that each period in opening a validity period shall not exceed 30
(thirty) Stock Exchange Days.
Total Participants of the MESA/MESOP Programs
Participants of the MESA Program consist of members of the Board of Directors, members of the Board of Commissioners (other
than Independent Commissioners) and Permanent Employees of the Issuer registered on 30 August 2010 overall amounting to
169 employees.
Participants of the MESOP Program for each phase shall be members of the Board of Directors, members of the Board of
Commissioners (other than independent Commissioners) and Permanent Employees of the Issuer registered with the Issuer
14 (fourteen) days prior to the date of issuance of Option Rights for each Phase.
Source of Funding for the MESA/MESOP Programs
Loyalty Bonus Shares - 100% of the Loyalty Bonus Shares source of funding for the shares purchase shall be on the account
of the Issuer .
For Fixed Allotment Shares With Discounted Price, 20% (twenty percent) of the share source of funding for shares purchase
shall be for the account of the Issuer. Meanwhile the 80% (eighty percent) shall be paid up in full by the MESA Program
participants exercising the fixed allotments allocated to them to purchase shares.
For the MESOP Program, 100% of the Price of Execution of Option Right must be paid in full by Holders of Option Right who
intend to purchase shares by exercising their Option Rights.
With the execution of the MESOP Program being a total of approximately 1% (one percent) of subscribed and fully paid up capital
after the Initial Public Offering, there shall hence be a dilution of ownership at a maximum of 1% (one percent).
Requirements for Participants of MESA/MESOP Programs
MESA Program:
i. Members of the Board of Directors and members of the Board of Commissioners (other than Independent Commissioners)
holding office on 30 August 2010.
ii. Permanent Employees of the Issuer who are registered on 30 August 2010, with the exception of Employees under serious
sanctions or on unpaid leave, are entitled to participate in the MESA Program.
MESOP Program:
i. Members of the Board of Directors and members of the Board of Commissioners (other than Independent Commissioners)
holding office at the time of distribution of Option Rights at each phase.
ii. Permanent Employees of the Issuer who are registered 14 (fourteen) days prior to the date of issuance of Option Rights at
each phase, with the exception of Employees under serious sanctions or on unpaid leave, are entitled to participate in the
MESOP Program.
iii. Employees who resign and/or are dismissed from the Issuer with the exception of those on pension, will forfeit all their Option
Rights that have not yet been exercised to purchase shares.
Matters that could cause elimination/loss of shares and settlement thereof
a. Employees imposed with serious disciplinary sanctions, on unpaid leave are not eligible to participate in the MESA Program.
b. For employees who resign and/or are dismissed from the Issuer, all their Option Rights that have not yet been exercised to
purchase shares shall be forfeited.
7 7

Manner of payment for paying up shares/execution of share option
a. Deposit amounting to 80% of the share price in the Fixed Allotment with Discounted Price of MESA Program must be paid in
full at the time of share subscription.
b. Payment of the exercise price of the Option Right to purchase shares in the MESOP Program must be paid in full at the time
of exercise of Option to purchase share.
MESA Program Shares are prohibited from being sold during lock-up period
a. Loyalty Bonus Shares shall be locked up for a period of 12 (twelve) months effective from the date of listing of shares with the
Stock Exchange. During such lock-up period such shares shall be blocked in a share account required to be opened with
PT Bahana Securities. Hence Employees shall not be able to sell shares that have been blocked by the system.
b. Shares in Fixed Allotments with Discounted Price shall be locked up for 3 (three) months effective from the date of share
listing with the Stock Exchange. During the lock-up period, such shares shall be blocked in a share account required to be
opened with PT Bahana Securities. Hence Employees shall not be able to sell shares that have been blocked by the
system.
c. Such blocked shares cannot be sold/purchased in whatever manner by employees, considering that to exercise such a sale
would require a validation mechanism from the Human Resources Division as part of the MESA/MESOP management team.
8 8

II. Plan for Use of Proceeds from Public Offering
Proceeds acquired from this Public Offering, after deducting the costs incurred in relation to this Public Offering, shall be used as
follows (foreign exchange value applied shall be that of 10 November 2010, amounting to Rp.8,904 per US$1):
1. Approximately 72.3% % or US$26.4 million or equal to Rp235.1 billion shall be used by the Issuer to finance a portion of the
costs of purchase of vessels, including Category B, in accordance with the classifications of offshore vessels as stipulated
by BP Migas, which among others are in the forms of accommodation barges, crew boat, fast utility vessel, anchor handling
tugs, anchor handling tugs supply, ASD tug boats, platform supply vessels, construction vessels and crane barges, also
offshore tugs and barges and the remaining balance shall be financed by loans. The majority of the new vessels shall be
owned by its Subsidiaries, in which its ownership amounts to 99%, and/or subsidiaries to be established in the future with
minimum ownership amounting to 51% through investment in shares.
2. Approximately 16.7 % or US$6.1 million or equal to Rp.54.3 billion shall be used by the Issuer in 2010 to pay the bank loans
of the Subsidiary, PT Wintermar (99.5%). The cash flow from the Issuer to PT Wintermar shall be conducted through investment
in shares, and hence after such investment the ownership of the Issuer in PT Wintermar shall become 99.6%. The
payment of bank loans of Subsidiary PT Wintermar is as follows:
a. Approximately US$805,000 to pay off a bank loan from PT BNI, interest rate of which is 10.75% per annum. Such
loan facility acquired by the Issuer amounted to US$ 2.3 million on 28 June 2007, with 5 year term. The purpose of
such loan was for purchasing vessels and this loan can be settled earlier, and no penalty shall be imposed on PT
Wintermar for such earlier settlement.
b. Approximately US$5.3 million to pay off some of bank loans from Bank CIMB Niaga, interest of which is 7.00% per
annum. Such loan facility was acquired by the Issuer on 17 June 2009, with 3 year term. The purpose of such loan
was for purchasing vessels and this loan can be settled earlier, and no penalty shall be imposed on PT Wintermar for
such earlier settlement.
3. Approximately 10.9 % or US$4.0 million or equal to Rp.35.6 billion shall be used as working capital of the Issuer and
Subsidiaries, wherein ownership amounts to above 99%. The said working capital shall be used by the Issuer, among
others to finance information system technology for the head office. Meanwhile, the working capital of the Subsidiaries,
wherein ownership amounts to above 99%, shall be used, among others, to finance operational activities and fleet.
In the event the Issuer is to conduct a transaction using the proceeds from the Public Offering, which constitutes an affiliated
transaction and conflict of interest of certain transactions and/or material transactions, the Company shall comply with the stipulations
as regulated in Regulation of BAPEPAM-LK No. IX.E.1 and/or Regulation of BAPEPAM-LK No.IX.E.2.
In using the proceeds from the Public Offering, the Issuer shall do so with due observance of the applicable statutory regulations
of the capital market.
The proceeds acquired by the Issuer from the execution of Series I Warrants and MESOP Program shall be used entirely as additional
to the Issuer’s working capital.
Costs related to this Public Offering, which constitute a percentage of the total gross income from Public Offering amounting to
approximately 3.95% of the total funds received, are as follows:
1. Underwriting fee amounting to approximately 2.5% of the proceeds of the Public Offering: Management fee 1.5%, Underwriting
fee 0.5%, and Selling fee 0.5%
2. Capital Market Supporting Professions and Institutions fee amounting to 0.68% of proceeds of the Public Offering, respectively,
among others, are: Legal Consultant amounting to approximately 0.38%, Public Accountant Office amounting to approximately
0.18%, Appraiser amounting to approximately 0.06%, Notary amounting to approximately 0.04% and Shares
Administration Bureau amounting to approximately 0.02%.
3. Miscellaneous Costs (printing, announcement on newspapers, public presentation, public offering, allotment audit costs, and
others) amounting to approximately 0.77% of the proceeds of the Public Offering.
9 9

Should the Issuer intend to change the use of its funds to differ from what has been disclosed in this Prospectus, the Issuer shall
report such change to BAPEPAM-LK along with reasons and considerations, and after acquiring prior approval from the
shareholders in a GMS and by complying with the applicable statutory stipulations.
The Issuer shall be held accountable for the realization of use of funds from this Public Offering by the Shareholders at the GMS
and is required to report it to BAPEPAM-LK periodically and such reporting shall be carried out in accordance with BAPEPAM
Regulation X.K.4, Attachment to Decision of Chairman of BAPEPAM No. Kep 27/PM/2003 dated 17 July 2003 concerning
Realization Report on the Use of Funds from Public Offering.
10 10

III. Statement of Liabilities
On 30 June 2010, the Company’s total consolidated Liabilities amounted to Rp.942,599,847 thousand, which consisted of
consolidated current liabilities amounting to Rp.262,268,493 thousand, and consolidated Non current liabilities amounting to
Rp.680,331,354 thousand, numbers of which are taken from the consolidated financial statements of the Company as of 30 June
2010 and for the period of 6 (six) months then ended, which are contained in this Prospectus and audited by the Kantor Akuntan
Publik Aryanto, Amir Jusuf, Mawar & Saptoto, independent public accountants, based on auditing standards established by IAPI,
with an unqualified opinion, report of which is contained in this Prospectus.
The details of the Company’s consolidated liabilities on 30 June 2010 are presented below.
Details
(in thousands Rupiah)
Total
CURRENT LIABILITIES
Accounts Payable:
- Third parties 11,651,739
- Related parties 44,600,595
Taxes payable 10,069,743
Accrued expenses 989,978
Dividend payable 8,125,320
Others payable – third parties
Current portion of Non current liabilities:
61,865,349
Bank loans 114,763,172
Lease Payables 10,202,597
Total Current liabilities 262,268,493
NON CURRENT LIABILITIES
Due to Related Parties
Non current liabilities:
291,736,625
Bank loans 363,511,050
Others payable – third parties 48,551
Lease Payables
Deferred gain from Sale and Leaseback Transactions of
15,475,204
Non current assets -Net 70,788
Estimated liabilities for employee benefits 9,489,136
Total Non current liabilities 680,331,354
TOTAL LIABILITIES 942,599,847
There are no negative convenants detrimental to the rights of public shareholders.
The loan from PT BNI in the amount of US$ 805,000 shall be paid in full using part of the proceeds from the Public Offering,
therefore after such pay-off, there shall be no negative convenants detrimental to the rights of public shareholders.
A. Current liabilities
Accounts Payable
Balance of Accounts Payable of the Company on 30 June 2010 amounted to Rp.56,252,334 thousand. This amount consisted of
Accounts Payable of Third parties amounting to Rp.11,651,739 thousand and Due to Related Parties amounting to Rp.44,600,595
thousand, consisting of the following:
Information
(in thousands Rupiah)
Total
PT Pelayaran Era Indonesia Fortune 6,319,691
LCH Pte Ltd 990,929
PT International Paint Indonesia 52,988
Miscellaneous (Each below Rp.500,000) 4,288,132
Total Accounts Payable Third parties 11,651,739
11 11

(in thousands Rupiah)
Information Total
Seacoral Maritime Pte, Ltd 8,649,498
Fast Offshore Supply Pte Ltd 26,821,663
PT Fast Offshore Indonesia 7,621,458
PT Pelayaran Salam Bahagia 1,507,975
Total Accounts Payable Related Parties 44,600,595
Taxes payable
Balance of taxes payable of the Company on 30 June 2010 amounted to Rp.10,069,734 thousand, consisting of:
Information
(in thousands Rupiah)
Total
Issuer
Income Tax:
Article 15 47,293
Article 21 194,718
Article 23 26,298
Article 4 (2) 21,944
Sub Total 290,253
Subsidiaries
Income Tax:
Article 15 1,264,474
Article 21 202,624
Article 23 24,181
Article 26 67,964
Article 29 2,670,493
Article 4 (2) 1,515
Value Added Tax 5,548,239
Sub Total 9,779,490
Total Taxes payable 10,069,743
Accrued expenses
Balance of Accrued expenses of the Company on 30 June 2010 amounted to Rp.989,978 thousand, consisting of:
Information
(in thousands Rupiah)
Total
Salary 586,510
Interest 233,642
Professional Fee 77,772
Operational and Docking 77,417
Miscellaneous (Each below Rp.500,000) 14,637
Total Accrued expenses 989,978
Other Payables – Third Parties
The balance of Other Payables – Third Parties on 30 June 2010 amounted to Rp.61,865,349 thousand. This account consists of:
(in thousands Rupiah)
Description Total
PT Meratus Line* 40,972,250
Deferred Refund of Tax Interest 7,508,995
Deferred Refund of Tax Principal 6,352,256
PT Edenvale* 3,633,200
Volvo East Asia 1,135,526
Advance Payment for Sale of Assets 1,000,000
Miscellaneous (each below Rp1.000.000) 1,263,122
Total of Other Payables – Third Parties 61,865,349
*Payables of PT Meratus Line and PT Edenvale constitute debts of PSV, Subsidiary, for purchasing vessels.
12 12

Dividend payable
Balance of Dividend payable of the Company on 30 June 2010 amounted to Rp.8,125,320 thousand, consisting of:
Information
(in thousands Rupiah)
Total
Sugiman Layanto 3,254,173
Muriani 1,820,303
Nely Layanto 1,016,929
Darmawan Layanto 1,016,929
Lina Layanto 1,016,929
Elly Tety 44
Johnson W. Sutjipto 13
Total Dividend payable 8,125,320
B. Non current liabilities
Total balance of non current liabilities of the Company on 30 June 2010 was Rp.680,331,354 thousand.
C. Commitments and Contingencies
1. The Issuer is engaged in a lease agreement with PT Wintermarjaya Lestari (WJL), Related parties on 31 October 2008. The
Issuer is leasing 1 (one) floor in a building owned by WJL with an area of 467.40 square meters for 5 years starting from
1 November 2008 until 31 October 2013 in the amount of Rp.2,804,400 thousand.
2. PT Wintermar (Wintermar), a subsidiary, is engaged in a vessel charter agreement with various customers, among others as
follows:
a. Makassar Strait Explorers Consortium (MSEC)
PT Wintermar, a subsidiary, executed a charter contract with MSEC, members of which are Anadarko Popodi Ltd,
ConocoPhilips (Kuma) Ltd, Eni Bukat Ltd, Marathon International Petroleum Indonesia Limited, Statoil Indonesia
Karamas AS and Talisman (Sageri) Ltd to provide 2 (two) vessels with a total value of contract amounting to
US$57,959,800.
b. Kodeco Energy Co. Ltd (Kodeco)
Based on the Contract for Provision of One Unit Fast Multipurpose Crew Boat dated 11 August 2008, Wintermar
chartered Kodeco a vessel, Brompton Galaxy, with a contract value amounting to US$9,052,000.
c. Premier Oil Natuna Sea BV (Premier)
Based on Charterparty No. CO-08-076 dated 29 August 2008, Wintermar chartered the vessel MV Fos Star to Premier
with contract value amounting to US$9,052,000.
d. PT Conoco Philips Indonesia (Conoco)
Based on the Marine Vessel Services Agreement dated 27 April 2008, Wintermar chartered the vessels SMS Express,
CB Pesat and CB Petir to Conoco with contract value amounting to US$12,286,447.50.
e. PT Chevron Pacific Indonesia (Chevron)
Based on a Charter Party Contract dated 31 August 2007 which has been amended on 1 November 2008, Wintermar
chartered 2 units of vessels, namely Landing Craft and Tug Boat, to Chevron with contract value amounting to
US$4,013,880 for vessels chartering and Rp.3,141,000 thousand for agency fees.
3. Wintermar is engaged in a lease agreement with WJL, Related parties on 2 November 2008. Wintermar is leasing 1 (one)
floor in a building owned by WJL for 5 years starting from 1 December 2008 until 30 November 2013 at a price of
Rp.3,306,240 thousand.
4. PT Sentosasegara Mulia Shipping (Sentosa), a subsidiary, is engaged in a lease agreement with WJL, Related parties on
31 October 2008. Sentosa is leasing 1 (one) floor in a building owned by WJL with an area of 467,40 square meters for
5 years starting from 1 November 2008 until 31 October 2013 at a price of Rp.2,804,400 thousand.
13 13

5. On 22 August 2008, PT Hammar Marine Offshore (Hammar), a subsidiary, as a buyer and PT Hamdok Argokaravi Raya
(shareholders in Hammar) as the seller, executed a construction contract for the construction of a multi function vessel with a
value amounting to US$4,500,000. The payment shall be done in 9 (nine) payment installments in accordance with the physical
progress of the work.
6. On 7 April 2010, PT Wintermar, a subsidiary, and PT Paluansa Kamal Maritim executed a sale and purchase agreement of
a barge SMS 152 with selling price amounting to Rp.1,000,000 thousand. Up until 30 June 2010 the said barge has not been
handed over.
Based on the financial position as at 30 June 2010, the Issuer is capable of meeting all covenants, while PSV is not yet required to
meet the convenant ratio as it has not fulfilled the required operation period, which is 6 months.
The Issuer and its Subsidiaries have no significant liabilities and engagement prior to the effective date of the
Registration Statement other than those arising from the Company’s operational activities and those disclosed in this
Prospectus and in the consolidated financial statements of the Company contained in this Prospectus.
The Company has settled all its due liabilities. No due liabilities remain which have not been settled by the Company.
The Management of the Issuer, in this case acting for and on behalf of the Issuer, and also in relation to its duties and
responsibilities in the Issuer, herewith state its capability to meet all liabilities of the Issuer as disclosed in the
consolidated financial statements of the Company contained in this Prospectus.
14 14

IV. Management’s Discussion and Analysis
The Management’s Discussion and Analysis must be read in conjunction with the Summary of Material Financial Data,
consolidated financial statements of the Company and the notes therein, and other financial information, all of which are contained
in this Prospectus. The said consolidated financial statements have been presented in accordance with Indonesian GAAP.
The financial information presented below are taken from the consolidated financial statements of the Company as of
31 December 2007, 2008, and 2009, and for the years then ended, and as of 30 June 2010 and for the period of six months then
ended, all of which have been audited and contained in this prospectus. The consolidated financial performance acquired by the
Company for the period of six months ended 30 June 2010 and 2009 does not necessarily indicate the consolidated financial
performance to be acquired by the Company for one full year.
The consolidated financial statements of the Company as of 31 December 2007, 2008, and 2009, and for the years then ended,
and as of 30 June 2010 and for the period of six months then ended, have been audited by the Kantor Akuntan Publik Aryanto,
Amir Jusuf, Mawar & Saptoto, independent public accountants, based on auditing standards established by IAPI, with an
unqualified opinion, report of which is contained in this Prospectus.
1. General
The Issuer was established in 1995, and is engaged in the sea transportation sector. However, the Issuer’s operational activities
have began approximately 40 years ago through the operation activities of its Subsidiary, PT Wintermar, which was established in
1970. With the support from Subsidiaries and Affiliations, the Issuer provides a fleet supporting transportation activities for offshore
oil and gas companies (offshore marine support services) to support their logistics activities.
The Vision of the Company is to be the leading operator of marine vessels in the energy industry in South East Asia. The Company’s
mission is as the following:
(i) To provide high quality marine support services through development and implementation of innovative solutions with
strong commitment to safety.
(ii) To achieve the highest standards of professional conduct through integrity, quality, teamwork and efficiency; and to ensure
long term sustainability benefiting all stakeholders.
The Company operates throughout Indonesia, and in India. In running its operational activities, per 30 June 2010, the Company
and its Subsidiaries are supported by 57 vessels consisting of various types.
2. Factors Influencing Operational Results
The Company’s operational activities are in the shipping sector with focus on offshore marine support services for the oil and
natural gas industry. As of 30 June 2010, the Company owns and operates 57 vessels. In accordance with the management
strategy, the Company targets the B Category vessels segment defined based on the classification by BP Migas,where the added
value is higher and larger margins are expected, and which remains controlled by vessels with foreign flags. The Company has
taken the following steps:
a. Fleet Renewal. In the recent years, the Company has been actively upgrading vessels owned by the Company and building
new vessels and at the same time disposing aged vessels with low added value. The newly built vessels are larger and
equipped with more advanced technology and are able to generate higher daily charter tariffs than the older vessels.
b. Improving Qualified Human Capital. In order to increase the number of vessels equipped with advanced technology, human
resources ready and trained to operate the new vessels are needed. The Company has recruited professional crews to
strengthen expertise and has regularly held training for employees.
c. Investment in Information Technology. To ensure a better and more efficient level of control, the Company has invested in
various types of information technology system, with the objective of integrating communication channels between business
locations on land and on board the vessels. Furthermore, the utilization of the said information technology enables the
Company to have direct and real time communication, and also to monitor the location of the vessels, level of supplies, and to
improve efficiency in procuring necessary goods and maintenance.
15 15

3. Financial Analysis
Statement of Income
Information
31 December
(in thousands Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Revenues 261,558,620 313,403,833 394,229,193 270,307,079
Direct expenses 157,768,621 180,377,440 263,495,549 187,820,452
Gross profit 103,789,999 133,026,393 130,733,644 82,486,626
Operating expenses 19,866,307 24,874,759 37,423,284 20,959,858
Income from operations 83,923,692 108,151,634 93,310,360 61,526,768
Other income (Charges) - net
Income before equity in net earnings of associates
(12,658,280) (12,040,977) 18,564,929 (3,063,333)
companies 71,265,412 96,110,657 111,875,289 58,463,435
Income before income tax 77,366,932 96,490,183 111,569,351 61,552,590
Income before minority interest 68,610,642 84,855,164 101,263,433 54,901,354
Minority interest 274,716 285,300 875,912 8,001,034
Net income after pro forma adjustment 68,335,926 84,569,864 100,387,521 46,900,320
Net income before pro forma adjustment 12,546,136 37,317,069 51,227,092 46,900,320
Balance Sheets
Information
31 December
(in thousands Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Current Assets 147,542,768 143,299,825 131,922,456 195,723,503
Non Current Assets 450,899,392 611,695,668 750,152,107 1,293,368,254
Total Assets 598,442,160 754,995,493 882,074,563 1,489,091,757
Current liabilities 112,646,022 98,426,884 141,941,507 262,268,493
Non current liabilities 157,456,327 235,653,069 241,311,926 680,331,354
Total Liabilities 270,102,349 334,079,953 383,253,433 942,599,847
Minority interest 1,310,300 3,259,486 4,007,083 21,831,116
Total Equity 327,029,511 417,656,054 494,814,047 524,660,794
Total Liabilities, Minority interest and Equity 598,442,160 754,995,493 882,074,563 1,489,091,757
16
16

A. REVENUES, EXPENSES, AND INCOME
1. Revenues
(in thousands Rupiah)
For the period of 6
Information
31 December
(six) months ended
on 30 June
2007 2008 2009 2010
Vessel Charter 233,712,897 273,998,138 370,150,827 252,404,235
Other shipping services 25,788,602 38,356,517 23,825,262 17,902,844
Sale of supplies 2,057,121 529,814 253,104 -
Miscellaneous - 519,364 - -
Total 261,558,620 313,403,833 394,229,193 270,307,079
The period of 6 (six) months ended on 30 June 2010
The Company’s revenues originates from chartering vessels owned by the Company and third parties, other shipping services,
sale of supplies, and Miscellaneous. The Company’s revenues for the period of 6 (six) months ended on 30 June 2010 amounted
to Rp.270,307,079 thousand, or approximately 68.57% of the revenues for the year ended on 31 December 2009. This increase
was primarily caused by the existence of vessels with higher added value and charter tariff, which have been in operation since
May 2010, such as PSV vessels, which started operating in May 2010. In addition, the chartering division of the Company also
acquired new contracts and a new division, namely the ship management division of the Company, which has begun generating
revenues for the Company.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
The Company’s revenues increased by Rp.80,825,360 thousand or approximately 25.79% from Rp.313,403,833 thousand in 2008
to become Rp.394,229,193 thousand in 2009. This increase primarily originated from the increase in Revenues from Vessel
Charter of Rp.96,152,689 thousand or approximately 35.09% compared to 2008. Revenues from other shipping services is also
lower in 2009, which was Rp.23,825,262 thousand compared to 2008 which was Rp.38,356,517 thousand. This decrease was
caused by the completion of a number of one off service contracts of the Company. However, the Company’s total revenues
remains increasing due to Revenues from the chartering division due to new contracts from tenders it had won. This was because
the Company acquired new contracts for vessels with higher added value and charter tariff. The strengthening of the Rupiah in
2009 also caused a decrease in charter revenues recorded in the Company’s report in Rupiah, while the tariff applied was recorded
in US dollars.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
The Company’s revenues increased by Rp.51,845,213 thousand or approximately 19.82% from Rp.261,558,620 thousand in 2007
to Rp.313,403,833 thousand in 2008. This increase was primarily due to the increase in revenues from Vessel Charter of
Rp.40,285,241 thousand or approximately 17.24% compared to 2007. This resulted from the fleet renewal process, i.e., replacing
older and smaller vessels with larger vessels with higher technology, which has had the effect of increasing total revenues. The
revenues from other shipping services increased from 25,788,602 thousand in 2007 to 38,356,517 thousand in 2008 due to a oneoff
shipping services contract in 2008.
(in Millions Rupiah)
26
Development of Company’s revenues
(2007 – 30 June 2010)
31
200 200 200 30 June
Revenue
17
17
39
27

2. Direct Expenses
Information
31 December
(in thousands of Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Vessel Charter 58,043,607 61,943,776 118,852,423 98,740,930
Depreciation of vessels 28,118,277 31,683,843 42,559,428 27,376,811
Crew expenses 18,852,184 22,789,816 29,414,190 16,409,781
Fuel and lubricants 26,462,661 27,683,636 28,686,658 7,797,528
Vessels operations 17,981,548 20,463,525 22,178,515 31,159,762
Maintenance 6,014,011 15,370,774 21,113,363 6,335,640
Cost of supplies sold 2,296,335 442,070 690,971 -
Total 157,768,621 180,377,440 263,495,549 187,820,452
The period of 6 (six) months ended on 30 June 2010
Direct expenses of the Company comprise Vessel Charter, depreciation of vessels, crew expenses, fuel and lubricants, vessels
operations, maintenance and cost of supplies sold. Direct expenses of the Company for the period of 6 (six) months ended on 30
June 2010 amounted to Rp.187,820,452 thousand, or approximately 71.28% of the direct expenses for the year ended on
31 December 2009. The increase in direct expenses is primarily due to Vessel Charter direct expenses caused by the increase in
direct expenses of the Platform Supply Vessels, which began operations in May 2010. Vessels Charter also increased in the
period of 6 (six) months ended on 30 June 2010 due to the increase in the Revenues of the chartering division.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Direct expenses of the Company increased by Rp.83,118,109 thousand or approximately 46.08% from Rp.180,377,440 thousand
in 2008 to Rp.263,495,549 thousand in 2009. This increase primarily originated from the increase in Vessel Charter expenses
amounting to Rp.56,908,647 thousand or approximately 91.87% due to the increase in revenues of chartering division. The
Company’s direct expenses also increased due to the increase in revenues of the chartering division. In addition, the increase in
direct expenses was also due to the increase in depreciation of vessels of Rp.10,875,585 thousand or approximately 34.33%
compared to 2008, which was caused by the fleet renewal of vessels with the average acquisition value of the new vessels being
higher than those of the previous vessels. Maintenance experienced a significant increase due to the increase in the total vessels
scheduled for docking in 2009 (20 vessels) compared to 2008 (11 vessels).
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Direct expenses of the Company increased by Rp.22,608,819 thousand or approximately 14.33% from Rp.157,768,621 thousand
in 2007 to Rp.180,377,440 thousand in 2008. This increase was primarily due to the increase in vessels maintenance expenses
amounting to Rp.9,356,763 thousand or approximately 155.58% and vessel depreciation amounting to Rp.3,565,566 thousand or
approximately 12.68% compared to 2008. Along with the fleet renewal process, the higher acquisition price of the new vessels
caused larger depreciation expenses and higher maintenance expenses. Although oil prices experienced a significant increase in
2008, the total fuel and lubricants expenses of the Company only increased by 4.61% because, in accordance with the time charter
contract, the fuel expenses are borne by the customers.
Development of Direct Expenses of the Company
(2007 – 30 June 2010)
(in Millions Rupiah)
158
180
2007 2008 2009
Direct Expenses
30 June 2010
18
18
263
188

3. Gross Profit
Information
31 December
(in thousands of Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Gross Profit 103,789,999 133,026,393 130,733,644 82,486,626
The period of 6 (six) months ended on 30 June 2010
Gross profit for the period of 6 (six) months ended on 30 June 2010 amounted to Rp.82,486,626 thousand, or approximately
63.09% of the gross profit for the year ended on 31 December 2009 due to the increase in revenues from platform supply vessels,
which began operations in May 2010.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Gross profit decreased by Rp.2,292,749 thousand or approximately 1.72% from Rp.133,026,393 thousand in 2008 to
Rp.130,733,644 thousand in 2009. This was because the lower margin of gross profit from the chartering division and the increase
in the Company’s maintenance expenses amounting to Rp.5,742,589 thousand or 37.36% compared to 2008. The increase in the
maintenance expenses in 2009 was due to docking, with 20 vessels scheduled for docking in 2009 compared to 11 vessels in
2008.
Another factor causing the decrease in gross profit in 2009 was the completion of a one off contract under our other shipping
services fee income, which in 2008 contributed a significant amount of profit, because there was very little corresponding increase
in costs associated with this contract.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Gross profit increased by Rp.29,236,394 thousand or approximately 28.17% from Rp.103,789,999 thousand in 2007
to Rp.133,026,393 thousand in 2008. This was due to the higher gross profit margin generated by new vessels with larger added
value.
4. Operating Expenses
Information
31 December
(in thousands Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Marketing
General and Administration
181,760 188,478 806,372 28,624
Salary 10,756,309 14,236,936 17,575,666 11,666,075
Provision for Doubtful Accounts - - 6,699,924 1,914,481
Office Utilities 2,061,267 2,163,376 3,795,875 1,908,091
Professional fee 576,392 2,097,813 1,681,642 1,076,728
Post employee benefitss 1,427,888 1,322,170 1,561,247 817,046
Depreciation 1,227,801 1,227,965 1,243,654 660,291
Administration 1,053,820 869,406 1,073,317 1,039,279
Telecommunications 952,335 942,586 1,007,080 499,028
Business travelling 681,704 891,171 948,959 699,331
Training and recreation 821,443 786,369 853,314 583,192
Donation 75,814 92,840 88,309 24,240
Pension funds 49,775 55,650 87,925 43,450
SubTotal 19,684,547 24,686,281 36,616,912 20,931,234
Total 19,866,307 24,874,759 37,423,284 20,959,858
The period of 6 (six) months ended on 30 June 2010
Operating expenses of the Company consisted of marketing and general and administrative expenses. Operating expenses of the
Company for the period of 6 (six) months ended on 30 June 2010 amounted to Rp.20,959,858 thousand, or approximately 56.01%
of the operating expenses for the year ended on 31 December 2009. The most significant part of operating expenses in 2010 is
Salary expenses, which amounted to approximately 66.38% of the Salary expenses for the year ended on 31 December 2009,
primarily caused by the recruitment of several senior management and department heads to improve the capacity of the management
team to prepare for vessels with higher value. The Company also recruited experts experienced in handling types of vessels
with higher added value.
19
19

Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Operating expenses of the Company increased by Rp.12,548,525 thousand or approximately 50.45% from Rp.24,874,759
thousand in 2008 to Rp.37,423,284 thousand in 2009. This increase originated primarily by the recording of doubtful accounts
amounting to Rp.6,699,924 thousand in 2009 and the increase in Salary expenses amounting to Rp.3,338,730 thousand or
approximately 23.45% compared to 2008, The increase of salary was caused by the recruitment of senior management and
experts. The increase in operating expenses in 2009 remained increasing in accordance with the management strategy to
anticipate vessels with higher added value by recruiting human resources experienced in handling such vessels. In addition, to
handle its future needs as a public company, the Company had established a corporate division and conducted a migration of the
new accounting system. Marketing expenses also increased due to a larger number of contracts which affects the total increase in
value for larger tender on bid bonds . This was caused by the increase in the number of types of vessels with higher added value.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Operating expenses of the Company increased by Rp.5,008,452 thousand or approximately 25.21% from Rp.19,866,307
thousand in 2007 to Rp.24,874,759 thousand in 2008. This increase was primarily due to the increase in Salary expenses
amounting to Rp.3,480,627 thousand or approximately 32.26% and professional services amounting to Rp.1,521,421 thousand or
approximately 263.96% compared to 2007. Based on management’s vision to prepare the Company for the market opportunities
arising from the application of the cabotage principle, the Company had started to invest in 3 sectors, namely human resources,
infrastructures (including IT), and vessels. In addition, to avail itself of more choices of sources of funding that would support this
vision, the Company conducted a restructuring in preparation for going public. The direct impact of this strategy was an increase in
Salary and professional expenses mentioned above.
5. Income from Operations
Development of Operating Expenses of the Company
(2007 – 30 June 2010)
(in Millions Rupiah)
20
25
2007 2008 2009
Operating Expenses
30 June 2010
Information
31 December
(in thousands Rupiah)
For the period of
6 (six) months
ended on 30 June
2007 2008 2009 2010
Income from Operations 83,923,692 108,151,634 93,310,360 61,526,768
The period of 6 (six) months ended on 30 June 2010
Income from operations of the Company for the period of 6 (six) months ended on 30 June 2010 amounted to Rp.61,526,768
thousand, or approximately 65.94% of the income from operations for the year ended on 31 December 2009. This was primarily
due to the increase in revenues from contracts from PSV vessels.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Income from operations of the Company decreased by Rp.14,841,274 thousand or approximately 13.72% from Rp.108,151,634
thousand in 2008 to Rp.93,310,360 thousand in 2009. This was because of the increase in operating expenses amounting to
Rp.12,548,525 thousand or 50.45% in 2009, most of which was due to the provision for doubtful accounts and the increase in
Salary and other expenses. The increase in expenses was caused by the management strategy to improve the Company’s
capabilities through investment in management team and infrastructure to prepare the increase in capacity of development to face
market opportunities arising from the implementation of the cabotage principle and to prepare for the Public Offering.
20
20
37
21

Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Income from operations of the Company increased by Rp.24,227,942 thousand or approximately 28.87% from Rp.83,923,692
thousand in 2007 to Rp.108,151,634 thousand in 2008. This was because of the increase in operating expenses of the Company
in the amount of Rp.5,008,452 thousand or approximately 25.21% compared to 2007. Although the Company increased operating
expenses to implement a strategy to increase the capacity mentioned above, the Company gained benefits from the higher
increase in the Gross Profit margin from new vessels with higher added value, resulting in the increase in income from operations.
6. Other Income (Charges)
Information
31 December
(in thousands Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Gain (loss) on foreign exchange-net (6,498,152) (27,179,681) 29,045,948 8,477,927
Gain on disposal of investment in shares - - 16,487,260 -
Interest income 437,411 485,471 427,232 252,013
Gain on disposal of Non current assets 3,598,043 41,548,400 317,827 -
Amortization of deferred gain (losses) (611,700) (7,453,983) 22,305 11,152
Unearned finance income 4,371,491 3,096,473 - -
Tax penalty - (6,988,948) (649,221) -
Loss on impairment of unused assets - - (2,071,304) (2,380,245)
Provision for doubtful accounts - - (5,201,296) -
Interest and financial charges (15,836,540) (15,343,765) (19,158,861) (10,119,004)
Others 167,139 (204,943) (654,961) 694,824
Total (12,658,279) (12,040,977) 18,564,929 (3,063,333)
The period of 6 (six) months ended on 30 June 2010
Other income (charges) of the Company for the period of 6 (six) months ended on 30 June 2010 amounted to negative
Rp.3,063,333 thousand, originating from the financing of interest amounting to Rp.10,119 billion, and off-set by the gain on foreign
exchange amounting to Rp.8,477,927 thousand on debts in dollar currency due to the weakening of dollar to Rupiah. In addition,
there were losses on value of unused assets amounting to Rp.2,380,245 thousand in relation to the small and/or aged vessels that
were not being used and in bad condition.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Other income (charges) increased by Rp.30,605,907 thousand or approximately 254.1% from charges of Rp.12,040,977 thousand
in 2008 to income of Rp.18,564,930 thousand in 2009. This was primarily due to gain on disposal of investment in shares of
Rp.16,487,260 thousand in 2009 as a result of an internal corporate restructuring carried out by the Company in 2009 and the
increase in gain on foreign exchange in US Dollar currency of Rp.56,225,629 thousand or approximately 206.87% compared to
2008.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Other charges of the Company decreased by Rp.617,302 thousand or approximately 4.88% from Rp.12,658,279 thousand in 2007
to Rp.12,040,977 thousand in 2008. In 2008, due to the gloal financial crisis and the weakening of the exchange value of Rupiah
to Dollar, the Company experienced an increase in loss in exchange value from dollar-denominated loans. In addition, the
Company recorded deferred amortization expenses and tax penalty amounting to Rp.7,453,983 thousand and Rp.6,988,948
thousand, respectively. Such increase in expenses was compensated with an increase in the profit from sale of fixed assets,
which in 2008 was recorded at Rp.41,548,400 thousand, or increasing by Rp.37,950,357 thousand compared to 2007, which
increase was primarily caused by the sale of several vessels at a high or premium price.
7. Income before equity in net earnings of associates companies
Information
Income before equity in net earnings of associates
companies
21
21
31 December
(in thousands Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
71,265,412 96,110,657 111,875,289 58,463,435

The period of 6 (six) months ended on 30 June 2010
Income before equity in net earnings of associates companies of the Company for the period of 6 (six) months ended on 30 June
2010 amounted to Rp.58,463,435 thousand.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Income before equity in net earnings of associates companies of the Company increased by Rp.15,764,632 thousand or
approximately 16.40% from Rp.96,110,657 thousand in 2008 to Rp.111,875,290 thousand in 2009. This was because of the
increase in other income of the Company amounting to Rp.30,605,906 thousand or approximately 254.1% in 2009, which was
primarily caused by profit from difference in exchange value on the Company’s loans and profit from the sale of assets due to the
implementation of the Company’s internal restructuring in 2009.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Income before equity in net earnings of associates companies of the Company increased by Rp.24,845,245 thousand or
approximately 34.86% from Rp.71,265,412 thousand in 2007 to Rp.96,110,657 thousand in 2008. This was because of the
decrease in other expenses of the Company amounting to Rp.617,302 thousand or approximately 4.88% compared to 2007.
8. Income before Income Tax
Information
31 December
(in thousands of Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Income before Income Tax 77,366,932 96,490,183 111,569,351 61,552,590
The period of 6 (six) months ended on 30 June 2010
Income before income tax of the Company for the period of 6 (six) months ended on 30 June 2010 amounted to Rp.61,552,590
thousand.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Income before income tax of the Company increased by Rp.15,079,168 thousand or approximately 15.63% from Rp.96,490,183
thousand in 2008 to Rp.111,569,351 thousand in 2009. This was because of the increase in Income before equity in net earnings
of associates companies of the Company amounting to Rp.15,764,632 thousand or approximately 16.40% compared to 2008.
Although in 2009 share of profit (loss) of associated companies of the Company decreased by Rp.685,464 thousand, income
before income tax of the Company nevertheless increased.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Income before income tax of the Company increased by Rp.19,123,251 thousand or approximately 24.72% from Rp.77,366,932
thousand in 2007 to Rp.96,490,183 thousand in 2008. This was because of the increase in Income before equity in net earnings of
associates companies amounting to Rp.6,101,000 thousand in 2008.
9. Net Income
Information
31 December
(in thousands Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Net Income 12,546,136 37,317,069 51,227,092 46,900,320
The period of 6 (six) months ended on 30 June 2010
Net income before pro forma adjustment of the Company for the period of 6 (six) months ended on 30 June 2010 amounted to
Rp.46,900,320 thousand, or approximately 91.55% of the Net Income for the year ended on 31 December 2009. In the period of
6 (six) months ended on 30 June 2010, the Company recorded minority interest of Rp.8,001,034 thousand from the Company’s
Subsidiary, PT PSV Indonesia.
22
22

Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Net income after pro forma adjustment of the Company increased by Rp.15,817,657 thousand or approximately 18.7% from
Rp.84,569,864 thousand in 2008 to Rp.100,387,521 thousand in 2009. This was because the amount of tax paid for final revenue
tax is lower. The total tax expenses recorded in 2008 was Rp.11,635,019 thousand and Rp.10,305,918 thousand in 2009.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Net income after pro forma adjustment of the Company increased by Rp.16,233,938 thousand or approximately 23.75%.Tax
expenses in 2007 increased due to gain in sale of assets.
B. ASSETS, LIABILITIES, AND EQUITY
a. Total Assets
Information
31 December
(in thousands Rupiah)
For the period of 6 (six)
months ended on 30 June
2007 2008 2009 2010
Current Assets
Cash and cash equivalents
Accounts Receivable
47,636,985 26,714,215 40,491,760 37,703,574
Related parties 5,265,467 7,720,362 8,712,156 7,785,078
Third parties 56,468,398 77,490,356 63,432,367 125,176,437
Other Receivables – Third Parties 11,486,694 7,360,304 7,702,467 4,668,849
Inventories 377,624 797,037 697,521 697,521
Prepaid Taxes 23,365,156 15,835,224 7,102,361 7,208,190
Advances and Prepaid Expenses 2,942,444 7,382,327 3,783,824 12,483,854
Total Current Assets
Non Current Assets
147,542,768 143,299,825 131,922,456 195,723,503
Due from Related parties 4,762,585 18,108,312 45,397,109 15,255,134
Investment in shares 8,698,030 2,751,346 2,435,538 135,544,542
Deferred tax assets 510,440 450,000 2,895,494 2,486,440
Fixed assets
Deferred Loss on sale and leaseback
427,588,508 573,936,855 668,795,443 1,107,626,330
transactions of Non current assets – net 7,455,907 - - -
Other Non Current Assets 1,883,922 16,449,155 30,628,523 32,455,808
Total Non Current Assets 450,899,392 611,695,668 750,152,107 1,293,368,254
Total 598,442,160 754,995,493 882,074,563 1,489,091,757
The period of 6 (six) months ended on 30 June 2010
Total assets of the Company on 30 June 2010 amounted to Rp.1,489,091,757 thousand. Total assets of the Company increased
by Rp.607,017,194 thousand or approximately 68.82% compared to total assets in 2009. This increase was primarily due to the
purchase of two platform supply vessels in April 2010 at a value of USD49.65 million. In addition, investment in shares also
experienced a significant increase from Rp.2,435,538 thousand to Rp.135,544,542 thousand, which was caused by the acquisition
of 100% of shares of Abbeypure Pte Ltd in Singapore.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Total assets of the Company increased by Rp.127,079,070 thousand or approximately 16.83% from Rp.754,995,493 thousand in
2008 to Rp.882,074,563 thousand in 2009. The increase was primarily due to an increase in fixed assets of the Company due to
the purchase of new vessels, primarily vessels with high utilities, which contributed to the increase in assets amounting to
Rp.94,858,588 thousand or approximately 16.53% from Rp.573,936,855 thousand in 2008 to Rp.668,795,443 thousand in 2009.
In addition, other non current assets also increased by Rp.14,179,368 thousand or approximately 86.20% from Rp.16,449,155
thousand in 2008 to Rp.30,628,523 thousand in 2009. This increase was primarily because of orders made for new vessels, which
are currently still in construction phase.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Total assets of the Company increased by Rp.156,553,333 thousand or approximately 26.16% from Rp.598,442,160 thousand in
2007 to Rp.754,995,493 thousand in 2008. The increase was primarily due to the increase in fixed assets amounting to
Rp.146,348,347 thousand or approximately 34.23% from Rp.427,588,508 thousand in 2007 to Rp.573,936,855 thousand in 2008.
In addition, accounts receivable - third parties also increased by Rp.21,021,958 thousand or approximately 37.23% from
Rp.56,468,398 thousand in 2007 to Rp.77,490,356 thousand in 2008.
23
23

. Total Liabilities
Information
31 December
(in thousands Rupiah)
For the period of 6
(six) months
ended on 30 June
2007 2008 2009 2010
Short term liabilities
Accounts Payable
Related parties 17,082,669 18,014,166 15,904,706 44,600,595
Third parties 11,188,158 6,980,407 8,266,196 11,651,739
Taxes payable 9,709,542 11,903,150 13,102,976 10,069,743
Accrued expenses 1,351,384 1,863,949 1,009,647 989,978
Other Payables to third parties 16,313,746 3,735,971 6,916,456 61,865,349
Dividend payable
Current portion of Non current liabilities
- - 18,877,320 8,125,320
Bank loans 49,850,595 43,155,896 66,701,665 114,763,172
Lease Payables 7,149,928 12,773,345 11,162,541 10,202,597
Total short term liabilities
Non current liabilities
112,646,022 98,426,884 141,941,507 262,268,493
Due to Related Parties
Non current liabilities
67,753,634 142,675,708 140,508,264 291,736,625
Bank loans 76,475,026 47,565,637 70,676,500 363,511,050
Other payables to third parties - - - 48,551
Lease Payables
Deferred Gain from sale and leaseback transac-
3,531,321 37,857,647 21,337,539 15,475,204
tions of Non current assets - net - 104,246 81,940 70,788
Deferred Gain from Financing 3,096,473 - - -
Estimated liabilities on employee benefits 6,599,873 7,449,831 8,707,683 9,489,136
Total Non current liabilities 157,456,327 235,653,069 241,311,926 680,331,354
Total liabilities 270,102,349 334,079,953 383,253,433 942,599,847
The period of 6 (six) months ended on 30 June 2010
Total liabilities of the Company on 30 June 2010 amounted to Rp.942,599,847 thousand. Total liabilities increased by
Rp.559,346,414 thousand compared to total liabilities in 2009, most of which was caused by the increase in the loan used for
acquisition of new vessels.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Total liabilities of the Company increased by Rp.49,173,480 thousand or approximately 14.72% from Rp.334,079,953 thousand in
2008 to Rp.383,253,433 thousand in 2009. This increase was due to the increase in short term liabilities of the Company
amounting to Rp.43,514,623 thousand or approximately 44.21% and Non current liabilities amounting to Rp.5,658,857 thousand
or approximately 2.4%. The increase in short term liabilities was primarily due to the increase in Current portion of Non current
liabilities in the form of Bank loans of the Company amounting to Rp.23,545,769 thousand or approximately 54.56% and dividend
payable amounting to Rp.18,877,320 thousand in 2009. Meanwhile the increase in Non current liabilities was primarily due to the
increase in Bank loans amounting to Rp.23,110,863 thousand or approximately 48.59% compared to 2008.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Total liabilities of the Company increased by Rp.63,977,604 thousand or approximately 23.69% from Rp.270,102,349 thousand in
2007 to Rp.334,079,953 thousand in 2008. This increase was due to the decrease in short term liabilities of the Company
amounting to Rp.14,219,138 thousand or approximately 12.62% and the increase in Non current liabilities amounting to
Rp.78,196,742 thousand or approximately 49.66%. The decrease in short term liabilities was primarily due to the decrease in
Accounts Payable and Other Payables to third parties and Current portion of long term Bank loans. Meanwhile, the increase in
Non current liabilities was primarily caused by the increase in Due to Related Parties amounting to Rp.74,922,074 thousand in
2008.
24
24

c. Total Equity
Information
31 December
(in thousands Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Issued and paid up capital
Difference in value resulting from restructuring transac-
5,289,000 8,789,000 123,046,000 123,046,000
tions between entities under common control (1,325,039) 60,968,812 337,777,203 337,777,203
Translation adjustment - - - (984,000)
Difference due to changes of equity in subsidiaries - - (308,351) (308,351)
Pro forma capital arising from restructuring transactions
between entities under common control 245,133,389 232,649,012 - -
Retained earnings 77,932,161 115,249,230 34,299,195 65,129,942
Total 327,029,511 417,656,054 494,814,047 524,660,794
The period of 6 (six) months ended on 30 June 2010
Total equity of the Company on 30 June 2010 amounted to Rp.524,660,794 thousand. Equity increased by Rp.29,846,747
thousand or approximately 6.03% compared to Total Equity in 2009 affected by profit for the period of 6 (six) months ended on
30 June 2010 and distribution of interim dividends.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Total equity of the Company increased by Rp.77,157,992 thousand or approximately 18.47% from Rp.417,656,054 thousand in
2008 to Rp.494,814,047 thousand in 2009. This increase was due to the increase in difference in value resulting from restructuring
transactions between entities under common control amounting to Rp.276,808,391 thousand or approximately 454.02% and
Issued and paid up capital amounting to Rp.114,257,000 thousand or approximately 1,300% compared to 2008.
Due to the company restructuring (acquisition) conducted in preparation of the Issuer’s initial public offering, a pooling of interest
method was applied in recording company restructuring, in order to be in accordance with Indonesian GAAP. The application of
this pooling of interest method generated accounts namely difference in value resulting from restructuring transactions between
entities under common control and pro forma capital arising from restructuring transactions between entities under common
control. At the time the company restructuring took effect, the difference between the value of net assets that can be identified
from the company acquired and the transaction value was recorded in the difference in value resulting from restructuring
transactions between entities under common control account, while the pro forma capital arising from restructuring transactions
between entities under common control account occurred due to the representation of financial statements of the previous years,
as if the company restructuring transactions had been implemented since January 2007, which was the beginning of the period
presented in order to present a financial statement for the purpose of comparison. In 2009, the acquisition of PT Wintermar as part
of the company restructuring resulted in an increase in the equity of the Company amounting to Rp.276,808,391 thousand.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Total equity of the Company increased by Rp.90,626,543 thousand or approximately 27.71% from Rp.327,029,511 thousand in
2007 to Rp.417,656,054 thousand in 2008. This increase was due to the increase in difference in value resulting from restructuring
transactions between entities under common control amounting to Rp.62,293,851 thousand or approximately 4,701.28% and
retained earnings amounting to Rp.37,317,069 thousand in 2007.
In 2008, the acquisition of PT Sentosasegara Mulia Shipping as part of the company restructuring resulted in an increase in the
equity of the Company amounting to Rp.62,293,851 thousand. As the impact of the application of the pooling of interest method in
recording the acquisition of PT Sentosasegara Mulia Shipping and PT Wintermar, at the end of 2008 the Company recorded the
pro forma capital arising from restructuring transactions between entities under common control amounting to Rp.232,649,012
thousand.
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C. CASH FLOWS
(in Millions Rupiah)
598
270
Development of Assets, Liabilities, and Equity
(2007 – 30 June 2010)
327
755
334
418
Information
31 December
(in thousands Rupiah)
For the period of 6
(six) months ended
on 30 June
2007 2008 2009 2010
Cash flows from operating activities 87,704,851 37,677,554 86,274,447 41,962,451
Cash flows from investing activities (21,913,924) (15,905,678) (120,995,376) (468,624,804)
Cash flows from financing activities (41,429,984) (53,259,094) 51,588,093 424,677,243
Net increase (decrease) in Cash and cash equivalents
Effect of fluctuation in exchange rate on Cash and
24,360,943 (31,487,218) 16,867,164 (1,985,110)
cash equivalents
Cash and cash equivalents in the beginning of the
777,135 2,756,492 (3,089,620) (803,076)
period/year
Cash and bank of the subsidiaries at the date of ac-
22,238,906 47,376,985 26,714,215 40,491,760
quisition
Cash and cash equivalents at the end of the pe-
- 8,067,956 - -
riod/year 47,376,985 26,714,215 40,491,760 37,703,573
The period of 6 (six) months ended on 30 June 2010
Cash flows from operating activities of the Company for the period of 6 (six) months ended on 30 June 2010 amounted to
Rp.41,962,451 thousand.
Cash flows used in investing activities for the period of 6 (six) months ended on 30 June 2010 amounted to Rp.468,624,804
thousand, which was used for investment by purchasing two platform supply vessels.
Cash flows from financing activities of the Company for the period of 6 (six) months ended on 30 June 2010 amounted to
Rp.424,677,243 thousand and the majority of the funding was acquired from a syndicated loan financing used to purchase new
vessels.
Comparison between the year ended on 31 December 2009 and the year ended on 31 December 2008
Cash flows from operating activities of the Company increased by Rp.48,596,893 thousand or approximately 128.98% from
Rp.37,677,554 thousand in 2008 to Rp.86,274,447 thousand in 2009. This increase was primarily due to the increase in cash
received from customers amounting to Rp.104,284,334 thousand from Rp.299,256,720 thousand in 2008 to Rp.403,541,054
thousand in 2009 and income from tax return amounting to Rp.10,186,766 thousand in 2009, where the tax court has made
decision by providing facilities for certain tax invoices, which had been previously paid in full by the Company.
Cash flows used in investing activities of the Company increased by Rp.105,089,698 thousand or approximately 660.71% from
Rp.15,905,678 thousand in 2008 to Rp.120,995,376 thousand in 2009. This increase was primarily due to the decrease in
proceeds from disposal of fixed assets amounting to Rp.80,679,641 thousand and an increase in acquisition of net assets
amounting to Rp.39,044,381 thousand compared to 2008. This investment is in line with the Company’s strategy within the last
3 years to renew the fleet by purchasing new vessels with high technology and value. The sale of vessels in 2009 was lower
compared to 2008, thus causing the increase in net cash flow used in investing activities.
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26
882
383
1,489
2007 2008 2009 30 June 2010
495
Total Assets Total Liabilities Total Equities
943
525

Cash flows from financing activities of the Company increased by Rp.104,847,187 thousand or approximately 198.86%
from Rp.53,259,094 thousand in 2008 to Rp.51,588,093 thousand in 2009. This increase was primarily due to the Bank loans
acquired, which amounted to Rp.105,951,500 thousand and earning from related parties amounting to Rp.10,334,400 thousand in
2009.
Comparison between the year ended on 31 December 2008 and the year ended on 31 December 2007
Cash flows from operating activities of the Company increased by Rp.48,596,893 thousand or approximately 128.98% from
Rp.37,677,554 thousand in 2008 to Rp.86,274,447 thousand in 2009. This increase was primarily due to the increase in cash
received from customers amounting to Rp.113,614,074 thousand from Rp.289,926,980 thousand in 2008 to Rp.403,541,054
thousand in 2009 and income from tax return amounting to Rp.10,186,766 thousand in 2009, where the tax court has made decision
by providing facilities for certain tax invoices, which had been previously paid in full by the Company.
Cash flows used in investing activities by the Company decreased by Rp.6,008,246 thousand or approximately 27.42% from
Rp.21,913,924 thousand in 2007 to Rp.15,905,678 thousand in 2008. This decrease was primarily due to the increase in the
proceeds from sale of fixed assets amounting to Rp.72,534,213 thousand and increase in acquisition of fixed assets amounting to
Rp.64,832,264 thousand compared to 2007.
Cash flows used in financing activities by the Company increased by Rp.11,829,110 thousand or approximately 28.55% from
Rp.41,429,984 thousand in 2007 to Rp.53,259,094 thousand in 2008. This increase was primarily due to the increase in payment
to Related Parties amounting to Rp.3,301,647 thousand and increase in payment for Bank loans amounting to Rp.3,937,461
thousand in 2008.
Liquidity
Level of liquidity reflects the capability of the Company in meeting its short term liabilities, which can be calculated by applying:
(i) current ratio and/or (ii) cash ratio.
Current ratio of the Company, calculated by comparing total current assets and total short term liabilities for the years ended on
31 December 2007, 2008, 2009 and 30 June 2010 was 130.98%, 145.60%, 92.94% and 74.63% respectively.
Cash ratio of the Company, calculated by comparing total cash and cash equivalents and total current liabilities for the years
ended on 31 December 2007, 2008, 2009 and 30 June 2010 was 42.29%, 27.14%, 28.53% and 14.38% respectively.
Solvency
Level of solvency is the capability of the Company to meet all of its liabilities using all assets owned and its own capital, measured
by comparing total liabilities with equities or with assets.
Liabilities to equity ratio of the Company, calculated by comparing total liabilities with total equity for the years ended on
31 December 2007, 2008, 2009 and 30 June 2010 was 82.59%, 79.99%, 77.45% and 179.66% respectively.
Liabilities to assets ratio of the Company, calculated by comparing total liabilities with total assets for the years ended on
31 December 2007, 2008, 2009 and 30 June 2010 was 45.13%, 44.25%, 43.45% and 63.30% respectively.
The above stated numbers show a stable average of solvency, and indicate a relatively low solvency risk since all the Company’s
assets are liquid and of good quality.
Capital Expenditure
The Company’s strategy in its effort to increase its business activities in the last few years has been to expand its fleet of vessels
with vessels with higher added value to the Company’s business. In line with this strategy, the Company’s capital expenditure has
been focused on purchasing new vessels with advanced technology through direct purchase or through construction of new vessels,
the expansion of the Company’s office and investment in information technology to create efficiency in
monitoring the vessels and communicating with the crews. The Company’s investment in information technology has been funded
by internal cash, while the purchase of the vessels was funded by the Company’s internal cash (approximately 20%-30%) and
bank loans (approximately 70%-80%). The expansion of the Company’s office was funded by a combination of internal cash and
bank loans.
For bank loans, the Company did not implement hedge transactions. The Management’s strategy was to acquire bank loans in US
Dollar currency and to gain revenues in US Dollar currency, therefore obtaining “natural hedge”. Should there be a decrease in
revenue due to decrease in the exchange value of US Dollar to Ruliah currency, the Company shall gain profit due to difference in
exchange value through the increase in revenues and loss due to difference in exchange value on interest and financial expenses,
thereby achieving a natural hedge on the Company’s revenues and Bank Loan in US Dollar.
The Company has established a number of commitments in relation to unrealized capital expenditure. Sources of funds for unrealized
purchase of capital goods comprise internal cash and loans. Commitments are contained in clear agreements thus minimiz-
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27

ing the possibility of cancellation. Should the commitment be cancelled, the Company shall implement a commitment to purchase
capital goods with other parties. The Company believes that the commitmentsfor purchase of capital goods with other parties can
be realized.
The Company continuously strives to acquire chartering contracts prior to the agreement to purchase capital goods (vessels). The
Company has been seeking to realize the plans to purchase new vessel so that the Company’s expansion can occur as planned.
The pledge was implemented with a clear agreement thus the cancellation of such pledge is highly unlikely. Should the pledge be
cancelled, the Company shall implement a pledge to purchase capital goods with other parties.
Currently, the Company has not acquired contracts for vessels that have not been handed over. Therefore, there is no significant
impact if there is any change of plans.
Hedging
Almost all of the Company’s revenues are in US Dollar currency and the Company always aims to acquire contracts in US Dollar
currency. Should a decrease in the exchange value of US Dollar to Rupiah occur, the Company’s revenues would decrease and
gross income and operating income would also decrease since the majority of the expenses is in Rupiah currency. However, since
the loan made by the Company is also in US Dollar currency, therefore the decrease in the exchange value of US Dollar shall also
result in higher profit from the difference in exchange value since impact of fluctuation of exchange value shall cause the revenue
and loan to off-set each other.
Since the Company’s loans are in US Dollar currency and the Company’s revenues are in US Dollar currency, a hedging (natural
hedge) shall occur between the Company’s loans and revenues. The Company used floating interest rate several years ago
because the interest rate in US Dollar was decreasing, where the lower interest rate has reduced the interest and financial expenses
of the Company. The Company also reviews the hedging decision every 6 months. The last review was conducted in June
2010, when the management agreed to not implement hedging given that the Company estimated that the expenses of hedging
would exceed its benefits. The Company intends to continue reviewing its hedging policy periodically.
Return on Equity and Return on Assets
Return on equity (ROE) is the capability of the Company to generate Net Income from the equity invested, measured by
comparing Net Income and equity.
Return on equity ratio of the Company on 31 December 2007, 2008, 2009 and 30 June 2010 was 3.84%, 8.93%, 10.35% and
8.4% respectively.
Return on assets (ROA) is the capability of the Company to generate Net Income from the assets owned, measured from the
comparison between Net Income and total assets.
Return on assets of the Company on 31 December 2007, 2008, 2009 and 30 June 2010 was 2.10%, 4.94%, 5.81% and 3.15%
respectively.
Risk Management
In the event of managing the risks the Company faces effectively, the Board of Directors has approved a number of strategies to
manage financial risks, which are in line with the purposes of the Company. This guidance shall determine the purposes and the
actions needed to be taken in the event of managing financial risks faced by the Company. The primary guidance and policies are
as follows:
- To minimize the interest rate, currency, and market risks of all types of transactions.
- To maximize the application of profitable “natural hedge”, applying natural off-setting between sales ad costs and
payables and receivables in the same currency. Applying the same strategy in relation to the interest rate risk.
- All financial risks management activities are to be implemented and monitored by the head office.
- All financial risks management activities are to be done with discretion and consistently and by complying with the best
market practices.
- The Company may invest in shares or similar instruments only in the event of temporary surplus in liquidity, and such
transactions shall need to be validated by the Board of Directors.
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V. Business Risks
In carrying out its business the Company faces certain risks that may affect the business proceeds of the Company.
The risks, which have been put in order from the highest until the lowest risk, are as follows:
1. Risk of Termination, Reduction of Tariffand Non-Renewal of Contracts
The majority of Company’s revenues is acquired from a number of material customers, none of which are related parties. For
the six months ended 30 June 2010, the top 10 customers contributed 65.5% of the Company’s total revenues. Although the
Company believes in establishing a good relationship with its customers, however there is no guarantee that such customers
will continue to use the Company’s offshore transportation vessels chartering services in the future with the same frequency
or on the same terms and conditions as they do currently. In several contracts with its customers, if the Company’s customer
experiences a disruption in its business activities, such customer may determine a stand-by tariff which is lower than the tariff
stated in the contract, for a period set in the contract. If the Company is unable to carry out the requirements set in the
contract, the Company may be imposed with a penalty. There is no guarantee that the Company will be able to retain its
primary customers or that the primary customers shall continue to renew their contracts or grant the Company new contracts.
To the extent that the Company terminates its contracts or no longer acquires terms and conditions that are in favor of the
Company, this may have negative impact on the Company’s finances, namely decrease in income, profit, and thus causing
the decrease in the Company’s performance.
2. Risk of Delays in Arrival of Newly Ordered Fleet
The Company’s expansion activities will need additional offshore supporting vessels. Any delay in delivery or completion of
vessels due to default by the party building the vessels or other matters beyond the control of the party building the vessels,
to the extent that such losses cannot be compensated in accordance with contracts or replaced by the insurance companies,
or the possibility of penalties being imposed on the Company, may adversely affect the Company’s income and financial
performance.
3. Risk of Dependency on the Offshore Oil and Gas Industry
The Company’s business activities are closely related to the offshore oil and gas industry, which is primarily influenced by the
amount of capital expenses made by oil and gas companies. Capital expenditure made by these oil and gas companies will
determine the total numbers of new locations of new offshore oil and gas fields to be opened. The more offshore oil rigs that
are deployed or begin operations, hips bridge are opened, the greater the need for offshore transportation vessels chartering
services provided by the Company, thus increasing the Company’s income and business performance. On the contrary,
should the industry experience delay in or termination of exploration and exploitation process of oil and gas, it shall negatively
impact the Company’s business and performance, thus decreasing its total income.
4. Risk of Foreign Currency Exchange Rate and Loan Interest Rate
Transactions conducted by the Company mostly use foreign currency, including, the Company’s income, as most of the
contracts use US Dollars, , including, the Company’s income, capital expenditure in the form of vessels imported from foreign
countries, and loan facilities from creditors. Thus, the fluctuation of exchange value of Rupiah to foreign currency and level of
loan interest rate may affect the profit margin, which would negatively impact the Company’s business activities, decrease its
income and financial performance. Furthermore, the consolidated financial statements of the Company, along with the standalone
financial statements of the Issuer and its Subsidiaries, are also stated in Rupiah, so that the Company bears a risk of
foreign currency exchange rate in the presentation of its financial statements, wherein the report on consolidated net income
constitutes the basis of distribution of dividend.
5. Risk of Dependency of the Company on Subsidiaries
The Issuer constitutes a holding company, most of income of which originates from its Subsidiaries. The Company assumes
a risk of quite high dependency on the business activities of and income from the Subsidiaries. As such, should the business
activities and income of Subsidiaries experience a decrease, such shall affect the level of income of the Company as a
whole.
6. Risk of Maritime Losses and/or Accidents
The Company’s business activities are related to various risks of maritime losses and/or accidents, which among others are
caused by various matters, such as natural disasters, bad weather, very high wave, collision / impact, vessels ashore, fire,
mechanical failure, human negligence, and spilling of cargo and/or leaks causing pollution thus causing claims from third
parties. In addition to such risks, vessel operations may be also disrupted as a result of accidents, social and political
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29

developments, labor disputes, strikes, acts of terrorism, war, smuggling of goods into the Company’s vessels, black trading
by smugglers, piracy, and others.
Such occurrences may negatively impact the Company’s performance and may increase Operating Expenses and decrease
Income, while the disasters related to environmental pollution may affect the Company’s reputation as a reliable and secure
owner and operator, which may ultimately affect its business, financial condition and performance.
The Company has protected its vessels with adequate insurance, among others “Hull and Machinery”, “War Risk” and“
Protection and Indemnity” insurance. However, although the Company has protected its vessels with insurance, there may
still exist situations where the Company is not able to be compensated for all losses/damages it has suffered, namely:
(i) losses suffered from such disasters exceed the value of insurance owned by the Company and inadequate to cover the
cost of damages it suffered, (ii) losses caused by a number of risks that cannot be insured, such risks of damages due to
biochemical or (iii) the insurance company it uses becomes insolvent. Should these matters occur and the Company not be
able to protect its assets, acquire insurance protection, or pay the total legal liabilities, this may have significant negative
impact on the Company’s business income, cash flows, performance, and net income.
7. Risk of Damage to the Company’s Vessels
The vessels owned by the Company may experience damage at sea, thus causing repair costs and loss of potential income
derived from such vessel operations. Such damage could occur either when the vessel is under the control of the Company
or a third party, such as when a vessel is at a shipyard or being towed by a third party. For example, one of the Company's oil
barge vessels was severely damaged in 2010 by an explosion while at a shipyard, which resulted in the Company making an
insurance claim for total loss of the vessel. Should the vessels be under contract, therefore there is still a possibility that
Company must charter a similar vessel from third parties to replace the damaged company’s vessel. The value of Charter for
the replacing Vessels from the third parties, depend on the market condition at the time, there is a possibility that the rate is
higher than the contract and the Company shall have to bear these losses. The Company, aside from having to pay for repair
costs of the damaged vessel must also pay for the mobilization of the damaged vessel to the dockyard and return to the
location after the repair. Should this occur, it would cause material losses on income and cash flows of the Company, which
would negatively impact the Company’s business.
8. Risk of Loss of Human Resources
Currently, the Company’s management and a number of senior employees have significant experience in company
operations and shipping industry. Should the Company lose senior personnel and be unable to recruit competent
replacements, this may disturb the Company’s business activities and may have negative impact on the financial condition
and proceeds from operations. Other than the management level, the Company is also very attentive towards the crew on
board the new vessels. Any inadequacies in vessel crews may disturb the Company’s operations.
The Company believes that an important factor in the success of its business is the Company’s ability to retain competent,
high quality, and experienced employees, as well as vessel crews. Should the Company be unable to attract, retain and
motivate its employees and crews, this would negatively impact the Company’s performance. Although the Company is able
to attract and retain such personnel, the competition to acquire employees may increase costs and compensation
significantly, thus decreasing the Company’s net income.
9. Risk of Limited Funding for Expansion of Company Business
The expansion of the Company’s business activities requires significant funding, especially for building or purchasing vessels.
The Company’s inability to acquire adequate funding for its expansion activities would limit the growth of its business, which
may affect the capability of the Company to compete in offshore supporting vessels industry. Furthermore, in the future the
Company intends to seek funding through loans that may contain a covenant limiting the Company’s cash flows to finance its
expansion, working capital, or other needs, which may decrease the flexibility of the Company in conducting work plan in
facing the development within the industry.
10. Risk of Business Competition
With the application of cabotage principle due to start in January 2011, the competitive landscape within the business
industry of the Company will change significantly. Prior to the issuance and application of the cabotage principle, although
with less number of vessels, foreign companies with strong funding capability control the offshore supporting transportation
services in Indonesia, especially the segment with higher margin. Vessels used in such segment generally have quite high
capability, technical specifications, and technology. With foreign vessels not in operation anymore, the Company sees an
opportunity to take over the market segment left behind. The inability to meet the capital needed to procure vessels with the
appropriate specifications may cause the Company not being able to enter the market segment that shall be left behind by
the vessels with foreign flag, thus losing business expansion potential.
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30

The supply of offshore supporting vessels in the market is affected by the needs of industry players and the availability of
vessels. The surplus of estimation on the need for offshore supporting vessels may cause an oversupply in the market, which
may cause the decrease in Vessels Charter and also the market value of Company’s vessels. Should this occur, it would
negatively influence the Company’s financial condition.
11. Risk of Revocation of Business License
In running its business, the Company refers to the prevailing regulations, along with all required permits, whether issued by
the Department of Transportation of Republic of Indonesia or other institutions, especially those related to shipping. As
normally practiced in a shipping company, Letter of Permit for Shipping Business (“SIUPAL”) constitutes an absolute
requirement to conduct its business activities. Should there be a failure or negligence in meeting the provisions prevailing in
Indonesia, such failure could lead to a temporary termination or revocation of the Company’s business license. Temporary
termination or revocation of the Company’s business license would cause a negative impact on the Company’s business
performance and the continuity of the Company’s business.
12. Risk of Dependency on Long Term Contracts
Contracts in which the Company is engaged constitute time charter contracts for a period of several months in advance, with
previously agreed terms and conditions. A change in the currency exchange value, manpower, and other costs may cause
the total income from the contracts to be lower than the costs. However, the Company remains obligated to continue to carry
it out during the term of the contract. Such a situation would have a negative impact on the Company’s income from operations,
net income, and performance.
13. Risk of Increase in Fuel Price
The price of oil based fuel for shipping is unpredictable and influenced by various economic and political factors beyond the
Company’s control. Although several of the Company’s contracts contain a provision allowing the Company to pass any fuel
price increases to its customers, any increase in fuel occurring for a given shipping would affect the Company’s financial and
cash flow condition, as the Company must pay for the customers’ fuel in advance before such expenses are indemnified by
the relevant parties. As such, the total fuel expenses imposed on the customers of the Company may not be at the
previously agreed level, which may affect the long term relationship between the Company and its customers and ultimately
cause a decrease in the Company’s performance and business proceeds in the future.
14. Risk of Inability to Comply with the Prevailing Rules and Certification
The business sector in which the Company is carrying out its activities constitutes a sector, within national and international
scope, in which the level of safety and security, whether from point of view of technical, environmental, individual, and
manpower involved, is thoroughly observed. The industry in the Company’s business sector has various prevailing rules and
certifications to guarantee the implementation of safety and security procedures. The Company’s inability to meet and renew
the prevailing rules and certifications may influence Company’s income. Such inability may diminish the Company’s
competitive advantage. Moreover, the Company faces the potential of losing its customers, which would decrease its income
and ultimately result in the Company’s inability to maintain or increase its income.
15. Risk of Capture of Company Vessels by Parties Filing Maritime Claim
According to maritime law in various jurisdictions and the international convention on capture of vessels in 1999, the crew,
parties claiming for indemnification, parties claiming for violation of certain maritime contracts, parties providing loans,
suppliers of goods and services for vessels, transporters, and owners of cargoes, and other parties entitled on board the vessel,
may exercise their rights by “detaining” the vessels through a process in court. In addition, in a number of jurisdictions, in
accordance with the accountability theory of “affiliated vessel”, the claiming parties are not only allowed to capture the
concerned vessel, but also other vessels owned or controlled by the owner of such vessel. The vessels owned by the
Company may be captured by the parties submitting maritime claims. Should this occur, the capture of one or more of the
Company’s vessels could cause the Company to pay a potentially significant amount to release them, which would cause
losses on the Company’s income, income from operations, and cash flows.
16. Risk of Government Policies / Regulations
In general, the Company’s business activities highly depend on the policies of the Indonesian Government, whether directly
or indirectly, and also on international maritime regulations, admiralty laws and/or agreements with foreign governments. The
Indonesian Government may from time to time issue, amend, or apply new policies in shipping sector which related to various
aspects such as taxation, diplomacy, security, laws concerning the environment or social, all of which are beyond the
Company’s control. If local and international regulations, including environmental regulations, applicable to the shipping
industry become more stringent in the future, the Company's cost of doing business or compliance with such regulations
could increase. Should the policies / rules be applied, the compliance with the laws, regulations, agreements, and
undertakings may have material impact on the Company’s business or operations proceeds. Furthermore, the Company’s
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31

failure to apply or adjust to the Government’s policies / regulations may cause increase in costs, sanction, penalty, or legal
prosecution in the future, which would negatively impact the Company’s income from operations and net income.
17. Risk of Vessel Piracy at Sea
The Company’s ships face risks of piracy at sea. Should an attack by the pirates occur, the Company’s ships may be kept as
hostage, destroyed, or damaged, thus affecting the Company’s financial condition. The Company is covered with insurance
for hull and machinery and/or risks of war or similar risks for certain ships to protect itself from the risks that may occur due to
piracy. In the event of an attack, damages or theft by pirates to the Company’s vessel may cause damages and/or losses
exceeding the total coverage of the insurance company, which would have to be borne by the Company, thus affecting the
Company’s operations and financial condition.
18. Risk of Potential Liabilities that may Occur due to Injuries or Deaths Caused by Accidents
The Company’s operations face risks of accidents, which may happen to employees or third parties in close proximity with
the vessel at the time of operation. Such accident may be in the forms of fire, explosion, or other occurrences, which may
cause injuries, death, or damages to vessel. Although the Company has applied safety and health procedures for its employees,
the Company cannot guarantee that an accident will not happen. The Company may have liabilities, based on contract
or law, should an accident causing injuries or deaths occur. Should the accident be not covered by insurance of the total
claim due to such occurrence exceeding the total coverage by the insurance company, such liabilities would be assumed by
the Company, thus affecting its financial condition.
19. Risk of Political Disturbance in Area of which Company’s Vessels are in Operation
Wars, unstable political conditions, riots, acts of terrorism, and government acts such as confiscation of vessels and limitation
of import/export in countries in which the Company’s vessels are or may be operating, may delay the Company’s vessels to
dock in certain ports in such countries or affecting the capability of the Company to transport offshore supplies to customers
operating in such countries. The occurrence of such condition may affect the capability of the Company’s customers in paying
their liabilities to the Company and significantly increase insurance premium on the Company’s vessels operating in such
countries. Should this occur, it would adversely affect the Company’s operations and profitability.
20. Risk of Decrease in Market Value of Vessels
The market value of vessels fluctuates and depends on a number of factors, including age, specifications and condition of
the vessels, economic conditions of the market influencing the industry generally, business competition, changes in the
constructions of new vessels, and other changes in the shipping industry.
Should a decrease in the market value of the vessels occur, such decrease would have negative impact on the Company, in
the following ways:
(i) The possibility that a certain financial ratio, which the Company is obligated to meet in accordance with the provisions
of the loan, is not fulfilled. Should this occur, the Company would be obligated to increase its assets with a certain
value to maintain the fulfillment of such provision from the bank.
(ii) The Company may face difficulties in gaining new funding or additional loan caused by the decrease in book value,
along with the aging of the vessel.
(iii) Should the Company sell the vessel at a price below its book value, the Company shall acknowledge losses on decrease
in value in its statements of income.
The decrease in the market value of any vessel owned by the Company may negatively impact the Company’s cash flows,
performance, and net income.
All anticipated business risks have been disclosed by the management of the Company in this Prospectus.
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VI. Significant Events after the Date of Independent Auditor
Report
No significant events with material impact on the finance and business proceeds of the Company and its Subsidiaries occurring
after the date of Independent Audit Report and Consolidated Financial Statements of the Issuer and Subsidiaries dated 29 October
2010 on the financial statements issued for the 6 month period ended 30 June 2010 audited by Kantor Akuntan Publik Aryanto,
Amir Jusuf, Mawar, & Saptoto with Unqualified Opinion need to be disclosed in this Prospectus.
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VII. Information of the Issuer and Subsidiaries
1. Brief History of the Issuer
The Issuer is a limited liability company which was established and implements its business activities according to and based on
prevailing laws and regulations in Republic of Indonesia, domiciled in Jakarta under the name of “PT Swakarya Mulia Shipping”,
established as a limited liability company according to the prevailing laws and regulations in Republic of Indonesia pursuant to
Deed of Establishment No. 98 dated 18 December 1995 made before Mrs. Trisnawati Mulia, S.H., Notary in Jakarta, the deed of
which has obtained ratification from Minister of Justice by virtue of its Decree No. C2-7680.HT.01.01.TH.96 dated 6 March 1996
and has been registered at the Registrar office of Central Jakarta District Court under No. 22/1997 dated 24 February 1997, and
has been announced in State Gazette Republic of Indonesia No. 27 dated 4 April 1997, Supplement to State Gazette No. 1295.
Letter of permit acquired by the Issuer and its subsidiaries, with the exception of ABP, in relation to their business activities is
SIUPAL (Letter of Business Permit of Sea Transportation Companies). The Issuer acquired SIUPAL No. BXXV-525/AL.58, and
subsidiaries, WT, SMS, ANN, and PSV, acquired SIUPAL No. BXXV-498/AL.58, No. BXXV-525/AL.58, No. BXXV-1153/AL.58,
No. BXXXIV-285/AT.54, respectively. HMO is currently still not yet in operation.
The Issuer’s Deed of Establishment has been amended several times, the latest amendment of which is as set forth in Deed of
Statement of Meeting Resolutions No. 22 dated 18 August 2010 made before Noerbaety Ismail, S.H., M.Kn, Notary in Jakarta, the
deed of which has been notified to Minister of Law and Human Rights pursuant to Receipt of Notification of Amendment of Articles
of Associations No. AHU-AH.01.10-21885 dated 24 August 2010, and has been registered in the Corporate Registry
No. AHU-0063568.AH.01.09.Year 2010 dated 24 August 2010, where all shareholders of the Issuer consented to increase the
Issuer’s issued and paid-up capital and pursuant to Notary Statement Letter No. 155/SK/NOT/2010 dated 23 August 2010 issued
by Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta, the announcement in State Gazette Republic of Indonesia and Supplement to
State Gazette of Deed of Statement of Meeting Resolutions No. 22 dated 18 August 2010 is currently being processed.
On the date of issuance of Prospectus, the latest amendment to the Issuer’s Articles of Associations is as set forth in Deed of
Statement of Shareholders Resolutions Number 15, dated 16 September 2010 made before Fathiah Helmi, S.H. Notary in Jakarta
and has been approved by Minister of Law and Human Rights by virtue of Decree Number AHU.44569.AH.01.02 Year 2010 dated
17 September 2010 and registered in Corporate Registry No.AHU/0068211.AH.01.09.Year 2010 dated 17 September 2010. Such
deed, among others, changed the Issuer’s name to become “PT Wintermar Offshore Marine Tbk”, changed its shares nominal
value and amended all of the Issuer’s articles of associations to conform to Law No. 8 of 1995 on Capital Market and its
implementing regulations in regard to change of Issuer’s status to become a Public Company.
The Issuer in carrying out its business operations has a close relation to its subsidiaries, mainly because the majority of the
vessels are owned by the Issuer’s subsidiaries. Meanwhile, the Issuer owns and manages vessels, provides management services,
shipping services, and manpower services to its subsidiaries, and is a holding company.
On the date of issuance of Prospectus and in accordance with article 3 of the Issuer’s Articles of Associations as stipulated in
Deed of Statement of Shareholders Resolutions Number 15, dated 16 September 2010 made before Fathiah Helmi, S.H. Notary
in Jakarta and has been approved by Minister of Law and Human Rights by virtue of Decree Number AHU.44569.AH.01.02 Year
2010 dated 17 September 2010, the purposes and objectives of the Issuer are as follows:
1. Purposes and objectives of the Issuer are to engage in the shipping sector.
2. In order to achieve such purposes and objectives the Issuer may conduct the following business activities:
A. Conduct principal business activities in domestic shipping which consists of the following:
1. Conduct business activity of inter port sea transportation in Indonesia which shall be performed in both
permanent and regular manner, or non permanent and irregular shipping using all types of vessels;
2. Conduct activities of shipping/transportation of passengers, animals or goods between sea ports, drilling rigs,
offshore platforms, and other activities using all types of vessels including offshore sea transportation activity;
3. Conduct transportation of oil/gas goods using tankers;
4. Conduct transportation of hazardous material waste (B3/ dangerous and poisonous material);
5. Conduct chartering of vessels using various types of vessels;
6. Conduct business as owner’s representative for sea transportation shipping companies, both for permanent and
non permanent, domestic and offshore shipping;
7. Conduct business of towage;
8. Conduct business services and activities relating to lease of shipping-related equipments, including data
processing, equipment part list and other shipping related business activities;
9. Conduct business activity of ship management, including but not limited to maintenance, docking preparation,
supply of spare parts, shipping crew supplies, equipment and tools, logistics, shipping crews, insurances and
ship worthiness certification;
10. Conduct supporting services business for offshore activities.
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A. Supporting business activities which support the Issuer’s principal business activity:
1. Conduct geophysical survey activity, such as seismic and under water surveys;
2. Conduct marine offshore construction such as construction of offshore platform and structure;
3. Conduct under water inspection and repairs such as pipe inspection or repairs and installation of pipes using
vessel;
4. Act as ship broker in regard to sale and purchase or charter of vessel;
5. Conduct vessel repairs and maintenance;
6. Act as ship manning agency including but not limited to recruitment and placement of crews in accordance with
its classifications;
2. Development of Capital Structure and Shareholding Composition of the Issuer Year 1995
Pursuant to Deed of Establishment No. 98 dated 18 December 1995 made before Mrs. Trisnawati Mulia, S.H., Notary in Jakarta,
the deed of which has been ratified by Minister of Justice by virtue of its Decree No.C2-7680.HT.01.01.TH.96 dated 6 March 1996
and has been registered in the registrar office of Central Jakarta District Court No.22/1997 dated 24 February 1997, and
announced in State Gazette Republic of Indonesia No.27 dated 4 April 1997, Supplement to State Gazette No.1295, the Issuer’s
capital structure on its establishment was as follows:
Authorized Capital : Rp.2,289,000,000 (two billion two hundred and eighty nine million Rupiah) consisting
of 1,000,000 (one million) shares, each share having a nominal value of Rp.2,289 (two
thousand two hundred and eighty nine Rupiah);
Issued and Paid Up Capital : Rp.1,144,500,000 (one billion one hundred and forty four million five hundred Rupiah)
consisting of 500,000 (five hundred thousand) shares.
Based on the above capital structure, the Issuer’s shareholder composition was as follows:
Stock Capital
With Nominal Value of Rp.2,289 (two thousand two hundred and eighty nine Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
1,000,000 2,289,000,000
- Lingco Marine Pte. Ltd. 50,000 114,450,000 10.00
- Seaman Marine Pte. Ltd 400,000 915,600,000 80.00
- PT Pelayaran Dwiprima Jayalestari 50,000 114,450,000 10.00
Total Issued and Paid Up Capital 500,000 1,144,500,000 100.00
Shares in Portfolio 500,000 1,144,500,000
Year 2000
Pursuant to Deed of Minutes of Meeting No.1 dated 5 April 2000 made before Mrs. Trisnawati Mulia, S.H., Notary in Jakarta, the
Report on Change of Company Data for such deed has been conducted on 17 May 2000 and has been registered in Corporate
Registry at West Jakarta Company Registration Office under No. 2115/RUB.09-02/II/2008 dated 29 February 2008, and
announced in State Gazette Republic of Indonesia No. 56 dated 11 July 2008, Supplement to State Gazette No. 580/2008
whereby the Issuer increased its issued and paid-up capital, as a result of which the Issuer’s capital structure was as follows:
Authorized Capital : Rp.2,289,000,000 (two billion two hundred and eighty nine million Rupiah) consisting
of 1,000,000 (one million) shares, each share having a nominal value of Rp.2,289 (two
thousand two hundred and eighty nine Rupiah);
Issued and Paid Up Capital : Rp.2,289,000,000 (two billion two hundred and eighty nine million Rupiah) consisting
of 1,000,000 (one million) shares.
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Pursuant to the above amendments, the Issuer’s shareholder composition became as follows:
Stock Capital
With Nominal Value of Rp.2,289 (two thousand two hundred and eighty nine Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
1,000,000 2,289,000,000
- Lingco Marine Pte. Ltd. 100,000 228,900,000 10.00
- Seaman Marine Pte. Ltd 800,000 1,831,200,000 80.00
- PT Pelayaran Dwiprima Jayalestari 100,000 228,900,000 10.00
Total Issued and Paid Up Capital 1,000,000 2,289,000,000 100.00
Shares in Portfolio - -
In accordance with Financial Statements of the Issuer dated 31 December 2000 and 1999 issued by Kantor Akuntan Publik
Drs. Amir Hadvi dated 16 August 2001, the deposit slip for the deposit of capital as mentioned above had been deposited in
entirety into the Issuer’s cash by the Issuer’s shareholders and based on the statement in the deed, it is stated that all subscribed
capital has been fully paid up in cash by respective shareholders.
Such increase of issued and paid-up capital has been approved by Investment Coordinating Board (BKPM) pursuant to Approval
for Foreign Capital Investment Expansion No. 291/II/PMA/1999 dated 31 December 1999 and letter concerning Amendment of
Company’s Capital No. S-19/DU6-PM&PBUMN/2000 dated 10 February 2000.
Year 2002
Pursuant to Deed of Minutes of Meeting No. 39 dated 31 December 2002 made before Achmad Bajumi, S.H., Notary in Jakarta,
the shareholders of the Issuer consented to the followings:
a. Sale of shares owned by Seaman Marine Pte. Ltd to PT Wintermarjaya Lestari amounting to 800,000 shares as set forth in
Deed of Sale and Purchase of Shares No. 41 dated 31 December 2002 made before Achmad Bajumi, S.H
b. Sale of shares owned by Lingco Marine Pte. Ltd. to PT Wintermarjaya Lestari amounting to 100,000 shares as set forth in
Deed of Sale and Purchase of Shares No. 40 dated 31 December 2002 made before Achmad Bajumi, S.H
Pursuant to the above amendments, the Issuer’s shareholder composition became as follows:
Stock Capital
With Nominal Value of Rp.2,289 (two thousand two hundred and eighty nine Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
1,000,000 2,289,000,000
- PT Pelayaran Dwiprima Jayalestari 100,000 228,900,000 10.00
- PT Wintermarjaya Lestari 900,000 2,060,100,000 90.00
Total Issued and Paid Up Capital 1,000,000 2,289,000,000 100.00
Shares in Portfolio
Year 2006
- -
Pursuant to Deed of Amendment of Articles of Associations No. 90 dated 31 July 2006 made before Achmad Bajumi, S.H., Notary
in Jakarta, the deed of which has been approved by Minister of Justice by virtue of its Decree No. W7-02435 HT.01.04-TH.2006
dated 13 November 2006 and registered at West Jakarta Company Registration Office under No. 2237/RUB.09-02/III/2008 dated
19 March 2008, and announced in State Gazette No. 60 dated 25 July 2008 Supplement to State Gazette No.13182,
shareholders of the Issuer consented to approve (1) merger between the Issuer and PT Samudera Swakarya Shipping as contained
in Deed of Agreement of Merger No. 89 dated 31 July 2006 drawn up before Achmad Bajumi, S.H., a Notary in Jakarta, (2)
change in nominal value of shares fromthe initial Rp. 2.289,00 (two thousand two hundred eighty nine Rupiah) to become Rp.
1.000.000,00 (one million Rupiah) , and (3) increase in authorized capital to become Rp. 10.000.000.000,00 (ten billion Rupiah)
and subscribed capital to become Rp. 5.289.000.000,00 (five billion two hundred eighty nine million Rupiah). As such, the capital
structure of the Issuer became as follows:
Authorized Capital : Rp.10,000,000,000 (ten billion Rupiah) consisting of 10,000 (ten thousand) shares,
each share having a nominal value of Rp.1,000,000 (one million Rupiah);
Issued and Paid Up Capital : Rp.5,289,000,000 (five billion two hundred and eighty nine million Rupiah) which has
been fully subscribed as follows:
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a. Rp.2,289,000,000 (two billion two hundred and eighty nine million Rupiah) consists
of old shares.
b. Rp.3,000,000,000 (three billion Rupiah) derived from merger of PT Samudera
Swakarya Shipping into the Issuer pursuant to Deed of Merger No. 89 dated
31 July 2006, the merger of which was approved by the Commissioner based on
Deed of Commissioner Approval No. 88 dated 31 July 2006 and was approved
by the shareholders based on Deed of Statement of Meeting Resolutions
No. 87 dated 31 July 2006.
Thus, following the above merger, the Issuer’s capital structure and shareholder compositions became as follows:
Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
10,000 10,000,000,000
- Sugiman 250 250,000,000 4.73
- Nely Layanto 250 250,000,000 4.73
- PT Wintermar 500 500,000,000 9.45
- PT Wintermarjaya Lestari 3,860 3,860,000,000 72.98
- PT Pelayaran Dwiprimajaya Lestari 429 429,000,000 8.11
Total Issued and Paid Up Capital 5,289 5,289,000,000 100.00
Shares in Portfolio 4,711 4,711,000,000
In accordance with the Financial Statements of the Issuer dated 30 December 2007 and 2006 issued by Kantor Akuntan Publik
Aryanto, Amir Jusuf, Mawar & Saptoto, the deposit slip on capital deposit at the time of merger had been deposited into the
Issuer’s cash by the Issuer’s shareholders.
Year 2008
Pursuant to Deed of Statement of Meeting Resolutions No. 25 dated 13 June 2008 made before Noerbaety Ismail,
S.H., M.Kn, Notary in Jakarta, the deed of which has been notified to the Minister of Law and Human Rights based on Letter
No. AHU-AH.01.10-18421 and registered in Corporate Registry No. AHU-0062197.AH.01.09.Year 2008 dated 22 July 2008 and
announced in State Gazette Republic of Indonesia No. 15 dated 19 February 2010 Supplement No. 99, whereby shareholders
consented to the issuance of shares from the Issuer’s portfolio, as a result of which the Issuer’s capital structure became as
follows:
Authorized Capital : Rp.10,000,000,000 (ten billion Rupiah) consisting of 10,000 (ten thousand) shares,
each share having a nominal value of Rp.1,000,000 (one million Rupiah);
Issued and Paid Up Capital : Rp.8,789,000,000 (eight billion seven hundred and eighty nine million Rupiah)
consisting of 8,789 shares each having a nominal value of Rp.1,000,000 (one million
Rupiah).
Whereas on issuance of shares from the portfolio, based on stipulations in Article 43 of Limited Liability Law No.40 Year 2007
juncto Article 4 paragraph 3 of Articles of Association of the Issuer, the Issuer had previously offered such shares to the other
shareholders, namely Sugiman, Nely Layanto, and PT Wintermarjaya Lestari. The other shareholders did not use their rights to
purchase and pay the shares purchased within a period of 14 (fourteen) days since the date of offering.
Pursuant to the above increase of issued and paid-up capital, the Issuer’s shareholder composition became as follows:
Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
10,000 10,000,000,000
- Sugiman 250 250,000,000 2.84
- Nely Layanto 250 250,000,000 2.84
- PT Wintermar 2,200 2,200,000,000 25.03
- PT Wintermarjaya Lestari 3,860 3,860,000,000 43.92
- PT Pelayaran Dwiprimajaya Lestari 2,229 2,229,000,000 25.38
Total Issued and Paid Up Capital 8,789 8,789,000,000 100.00
Shares in Portfolio 1,211 1,211,000,000
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The above capital subscription has been duly conducted by PT Wintermar in cash pursuant to evidence of payment to
Bank Negara Indonesia dated 14 July 2008 in the amount of Rp.1,700,000,000 (one billion seven hundred million Rupiah).
The above capital subscription has been duly conducted by PT Pelayaran Dwiprimajaya Lestari in cash pursuant to evidence of
payment to Bank Negara Indonesia dated 17 July 2008 in the amount of Rp.1,800,000,000 (one billion eight hundred million
Rupiah).
Year 2009
Pursuant to Deed of Statement of Meeting Resolutions No. 16 dated 22 May 2009 made before Noerbaety Ismail, S.H., M.Kn,
Notary in Jakarta, the deed of which has been approved by Minister of Law and Human Rights by virtue of Decree
No. AHU-44991.AH.01.02.Year 2009 dated 11 September 2009 and registered in Corporate Registry
No. AHU-0060494.AH.01.09.Year 2009 dated 11 September 2009, and based on Notary Statement Letter No.
160/SK/NOT/VII/2010 dated 31 August 2010 issued by Noerbaety Ismail, SH. M.Kn. Notary in Jakarta, the announcement in State
Gazette Republic of Indonesia and supplement to State Gazette Republic of Indonesia of Deed of Statement of Meeting
Resolutions No. 16 dated 22 May 2009 is currently being processed, whereby the shareholders agreed to increase the Issuer’s
authorized and issued and paid-up capital, as a result of which the Issuer’s capital structure became as follows:
Authorized Capital : Rp.492,184,000,000 (four hundred ninety two billion one hundred and eighty four
million Rupiah) consisting of 492,184 (four hundred ninety two thousand one hundred
and eighty four) shares each having a nominal value of Rp.1,000,000 (one million
Rupiah);
Issued and Paid Up Capital : Rp.123,046,000,000 (one hundred and twenty three billion forty six million Rupiah)
consisting of 123,046 (one hundred and twenty three thousand forty six) shares each
having a nominal value of Rp.1,000,000 (one million Rupiah), which have been
subscribed and fully paid up by way of conversions of dividend from 2008 to become
new shares amounting to 114,257 (one hundred fourteen thousand two hundred fifty
seven) shares, with following details:
a. PT Wintermarjaya Lestari subscribed amounting to 50,180 (fifty thousand one
hundred eighty) shares with a total value of Rp. 50,180,000,000.00 (Fifty
billion one hundred eighty million Rupiah);
b. PT Pelayaran Dwiprimajaya Lestari subscribed amounting to 28,977 (twenty
eight thousand nine hundred seventy seven) shares with a total value of
Rp.28,977,000,000.00 (twenty eight billion nine hundred seventy seven
million Rupiah);
c. PT Wintermar subscribed amounting to 28,600 (twenty eight thousand six
hundred) shares with a total value of Rp.28,600,000,000.00 ((twenty eight
billion six hundred million Rupiah);
d. Sugiman subscribed amounting to 3.250 (three thousand two hundred fifty)
shares with a total value of Rp.3,250,000,000.00 (three billion two hundred
fifty million Rupiah);
e. Nely Layanto subscribed amounting to 3.250 (three thousand two hundred
fifty) shares with a total value of Rp.3,250,000,000.00 (three billion two
hundred fifty million Rupiah
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Pursuant to the above increase of authorized, issued and paid-up capital, the Issuer’s shareholder composition became as
follows:
Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
492,184 492,184,000,000
- Sugiman 3,500 3,500,000,000 2.85
- Nely Layanto 3,500 3,500,000,000 2.85
- PT Wintermar 30,800 30,800,000,000 25.03
- PT Wintermarjaya Lestari 54,040 54,040,000,000 43.91
- PT Pelayaran Dwiprimajaya Lestari 31,206 31,206,000,000 25.36
Total Issued and Paid Up Capital 123,046 123,046,000,000 100.00
Shares in Portfolio 369,138 369,138,000,000
Pursuant to Deed of Statement of Shareholders Resolutions No. 44 dated 30 September 2009 made before Noerbaety Ismail,
S.H., Mkn., Notary in Jakarta and has been notified to the Minister of Law and Human Rights pursuant to evidence of receipt of
notification No. AHU-AH.01.10-18001 dated 19 October 2009 and registered in Corporate Registry No. AHU-
0068134.AH.01.09.Year 2009 dated 19 October 2009, whereby the shareholders agreed the following:
- Transfer of all shares owned by PT Wintermar amounting to 30,800 (thirty thousand and eight hundred) shares to
PT Ramanda Daminathan as set forth in Deed of Sale and Purchase of Shares No. 45 dated 30 September 2009 made
before Noerbaety Ismail, S.H., Mkn., Notary in Jakarta.
Pursuant to the above transfer of shares, capital structure and shareholder composition of the Issuer became as follows:
Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
492,184 492,184,000,000
- Sugiman Layanto 3,500 3,500,000,000 2.85
- Nely Layanto 3,500 3,500,000,000 2.85
- PT Ramanda Daminathan 30,800 30,800,000,000 25.03
- PT Wintermarjaya Lestari 54,040 54,040,000,000 43.91
- PT Dwiprimajaya Lestari 31,206 31,206,000,000 25.36
Total Issued and Paid Up Capital 123,046 123,046,000,000 100.00
Shares in Portfolio 369,138 369,138,000,000
Deed of Statement of Shareholders Resolutions No. 5 dated 15 December 2009 made before Noerbaety Ismail, SH., Mkn. Notary
in Jakarta, the deed of which has been notified to Minister of Law and Human Rights Republic of Indonesia pursuant to evidence
of receipt of notification of amendment of articles of associations No. AHU-AH.01.10-00472 dated 8 January 2010 and registered
in Corporate Registry No. AHU-0001473.AH.01.09.Year 2010 dated 8 January 2010 and based on Notary Statement Letter
No. 143/SK/NOT/VIII/2010 dated 11 August 2010 issued by Noerbaety Ismail, S.H. M.Kn., Notary in Jakarta, the announcement in
the State Gazette Republic of Indonesia of Deed of Statement of Shareholders Resolutions No. 5 dated 15 December 2009 is
currently being processed, whereby the Issuer’s shareholders agreed to issue new shares from the Issuer’s portfolio amounting to
283,440 (two hundred eighty three thousand four hundred and forty) shares each having a nominal value of Rp.1,000,000 (one
million Rupiah) and increase the Issuer’s issued and paid-up capital, as a result of which the Issuer’s capital structure became as
follows:
Authorized Capital : Rp.492,184,000,000 (four hundred and ninety two billion one hundred and eighty four
million Rupiah) consisting of 492,184 (four hundred and ninety two thousand one
hundred and eighty four) shares each having a nominal value of Rp.1,000,000 (one
million Rupiah);
Issued and Paid-Up Capital : Rp.406,486,000,000 (four hundred six billion four hundred eighty six million Rupiah)
consisting of 406,486 (four hundred six thousand four hundred eighty six) shares each
having a nominal value of Rp.1,000,000 (one million Rupiah), by way of:
a. Stock dividend amounting to 189,000 (one hundred eighty nine thousand) shares
each having a nominal value of Rp.1,000,000 (one million Rupiah), subscribed
and respectively paid up by:
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i. PT Wintermarjaya Lestari amounting to 83,006 (eighty three thousand six)
shares of a total value of Rp.83,006,000,000.00 (eighty three billion six million
Rupiah);
ii. PT Dwiprimajaya Lestari amounting to 47,933 (forty seven thousand nine
hundred thirty three) shares or a total value of Rp.47,933,000,000.00 (forty
seven billion nine hundred thirty three millio Rupiah);
iii. Sugiman Layanto amounting to 5,376 (five thousand three hundred seventy
six) shares or a total value of Rp.5,376,000,000.00 (five billion three hundred
seventy six million Rupiah)
iv. Nely Layanto amounting to 5,376 (five thousand three hundred seventy six)
shares or a total value of Rp.5,376,000,000.00 (five billion three hundred
seventy six million Rupiah)
v. PT Ramanda Daminathan amounting to 47,309 (forty seven thousand three
hundred nine) shares or a total value of Rp.47,309,000,000.00 (forty seven
billion three hundred nine million Rupiah).
b. Cash deposit amounting to 94,440 (ninety four thousand four hundred forty)
shares each having a nominal value of Rp.1,000,000 (one million Rupiah) or a
total value of Rp.94,440,000,000.00 (ninety four billion four hundred forty million
Rupiah) subscribed and respectively paid up by:
i. PT Wintermarjaya Lestari sebanyak 55,330 (lima puluh lima ribu tiga ratus
tiga puluh) saham atau senilai Rp.55,330,000,000.00 (lima puluh lima milyar
tiga ratus tiga puluh juta Rupiah);
ii. PT Dwiprimajaya Lestari amounting to 31,950 (thirty one thousand nine
hundred fifty) shares or a total value of Rp.31,950,000,000.00 (thirty one
billion nine hundred fifty million Rupiah);
iii. Sugiman Layanto amounting to 3,580 (three thousand five hundred eighty)
shares or a total value of Rp.3,580,000,000.00 (three billion five hundred
eighty million Rupiah);
iv. Nely Layanto amounting to 3,580 (three thousand five hundred eighty) shares
or a total value of Rp.3,580,000,000.00 (three billion five hundred eighty
million Rupiah).
Pursuant to the above capital structure, the Issuer’s shareholder composition became as follows:
Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage (%)
Authorized Capital
Issued and Paid Up Capital
492,184 492,184,000,000
- Sugiman Layanto 12,456 12,456,000,000 3.06
- Nely Layanto 12,456 12,456,000,000 3.06
- PT Ramanda Daminathan 78,109 78,109,000,000 19.22
- PT Wintermarjaya Lestari 192,376 192,376,000,000 47.33
- PT Dwiprimajaya Lestari 111,089 111,089,000,000 27.33
Total Issued and Paid Up Capital 406,486 406,486,000,000 100.00
Shares in Portfolio 85,698 85,698,000,000
Year 2010
Pursuant to Deed of Statement of Shareholders Resolutions No. 27 dated 29 March 2010 made before Noerbaety Ismail, SH.,
Mkn. Notary in Jakarta, the deed of which has been approved by Minister of Law and Human Rights Republic of Indonesia by
virtue of its Decree No. AHU-27155.AH.01.02.Year 2010 dated 27 May 2010, and registered in Corporate Registry
No. AHU-0040211.AH.01.09.Year 2010 dated 27 May 2010 and based on Notary Statement Letter No. 143/SK/NOT/VIII/2010
dated 11 August 2010 issued by Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta, the announcement in the State Gazette
Republic of Indonesia and Supplement to State Gazette Republic of Indonesia of Deed of Statement of Meeting Resolutions
No. 27 dated 29 March 2010 are currently being processed, whereby the Issuer’s shareholders agreed to decrease the Issuer’s
issued and paid-up capital to become as follows:
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Authorized Capital : Rp.492,184,000,000 (four hundred ninety two billion one hundred and eighty four
million Rupiah) consisting of 492,184 (four hundred ninety two thousand one hundred
and eighty four) shares each having a nominal value of Rp.1,000,000 (one million
Rupiah);
Issued and Paid-Up Capital : Rp.123,046,000,000 (one hundred and twenty three billion forty six million Rupiah)
consisting of 123,046 (one hundred twenty three thousand and forty six) shares each
having a nominal value of Rp.1,000,000 (one million Rupiah);
Pursuant to the above change of capital structure, the Issuer’s shareholder composition becomes as follows:
Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
492,184 492,184,000,000
- Sugiman Layanto 3,500 3,500,000,000 2.85
- Nely Layanto 3,500 3,500,000,000 2.85
- PT Ramanda Daminathan 30,800 30,800,000,000 25.03
- PT Wintermarjaya Lestari 54,040 54,040,000,000 43.91
- PT Dwiprimajaya Lestari 31,206 31,206,000,000 25.36
Total Issued and Paid Up Capital 123,046 123,046,000,000 100.00
Shares in Portfolio 369,138 369,138,000,000
Whereas based on the resolutions of the shareholders contained in Deed of Statement of Resolutions of Shareholders No.27 dated
29 March 2010 drawn up before Noerbaety Ismail, SH, Mkn, a Notary in Jakarta, the shareholders agreed to revise and or cancel the
resolutions made in prior resolutions of shareholders in relation to distribution of cash dividend and stock dividend due to an error in
the posting of retained earning and based on the Regulations of Indonesian Accounting Standards that the retained earning and/or
current year profit as posted by the Company evidently still could not be distributed in total to the shareholders.
Pursuant to Deed of Statement of Shareholders Resolutions No. 22 dated 18 August 2010 made before Noerbaety Ismail, S.H.,
M.Kn., Notary in Jakarta, the deed of which has been notified to Minister of Law and Human Rights by virtue of Letter
No. AHU-AH.01.10-21885 dated 24 August 2010 and registered in Corporate Registry No. AHU-0063568.AH.01.09.Year 2010 dated
24 August 2010 and based on Notary Statement Letter No. 155/SK/NOT/2010 dated 23 August 2010 issued by Noerbaety Ismail,
S.H., M.Kn., Notary in Jakarta, announcement in the State Gazette Republic of Indonesia and Supplement to State Gazette of Deed
of Statement of Shareholders Resolutions No. 22 dated 18 August 2010 is currently being processed, whereby the Issuer’s
shareholders agreed to issue new shares from the Issuer’s portfolio amounting to 141,954 (one hundred forty one thousand nine
hundred and fifty four) shares each having a nominal value of Rp.1,000,000 (one million Rupiah) and increase of the Issuer’s issued
and paid-up capital, as a result of which the Issuer’s capital structure became as follows:
Authorized Capital : Rp.492,184,000,000 (four hundred ninety two billion one hundred and eighty four
million Rupiah) consisting of 492,184 (four hundred ninety two thousand one hundred
and eighty four) shares each having a nominal value of Rp.1,000,000 (one million
Rupiah);
Issued and Paid-Up Capital : Rp.265,000,000,000 (two hundred and sixty five billion Rupiah) consisting of 265,000
(two hundred and sixty five thousand) shares each having a nominal value of
Rp.1,000,000 (one million Rupiah), which shall be subscribed by:
a. PT Dwiprimajaya Lestari amounting to 67,374 (sixty seven thousand three
hundred and seventy four) shares each having a nominal value of Rp.1,000,000
(one million Rupiah), or total amount of Rp.67,374,000,000 (sixty seven billion
three hundred and seventy four million Rupiah) consisting of:
- 6,654 (six thousand six hundred and fifty four) shares each having
a nominal value of Rp.1,000,000 (one million Rupiah), or total amount of
Rp.6,654,000,000 (six billion six hundred and fifty four million Rupiah) as
a result of conversion of the Issuer’s payable;
- 60,720 (sixty thousand seven hundred twenty) shares each having
a nominal value of Rp.1,000,000 (one million Rupiah), or total amount of
Rp.60,720,000,000 (sixty billion seven hundred and twenty million Rupiah),
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which shall be paid in cash.
b. PT Wintermarjaya Lestari totaling to 74,580 (seventy four thousand five hundred
and eighty) shares each having a nominal value of Rp.1,000,000 (one million
Rupiah), or total amount of Rp.74,580,000,000 (seventy four billion five hundred
and eighty million Rupiah) which shall be paid in cash.
Thus, the Issuer’s capital structure and shareholder composition became as follows:
Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Total Nominal Value
Remarks Number of Shares
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42
(Rupiah)
Percentage
(%)
Authorized Capital 492,184 492,184,000,000
Issued and Paid Up Capital
- Sugiman Layanto 3,500 3,500,000,000 1.32
- Nely Layanto 3,500 3,500,000,000 1.32
- PT Ramanda Daminathan 30,800 30,800,000,000 11.62
- PT Wintermarjaya Lestari 128,620 128,620,000,000 48.54
- PT Dwiprimajaya Lestari 98,580 98,580,000,000 37.2
Total Issued and Paid Up Capital 265,000 265,000,000,000 100.00
Shares in Portfolio 227,184 227,184,000,000
On the date this Prospectus is issued, the Issuer has increased its authorized capital and changed its shares nominal value as set
forth in Deed of Statement of Shareholders Resolutions Number 15, dated 16 September 2010 made before Fathiah Helmi, S.H.
Notary in Jakarta and has been approved by Minister of Law and Human Rights Republic of Indonesia by virtue of Decree
No. AHU.44569.AH.01.02.Year 2010, dated 17 September 2010 and registered in Corporate Registry No. AHU-
0068211.AH.01.09 Year 2010 dated 17 September 2010, as a result of which the Issuer’s capital structure becomes as follows:
Authorized Capital : Rp.1,000,000,000,000 (one trillion Rupiah) consisting of 10,000,000,000 (ten billion)
shares each having a nominal value of Rp.100 (one hundred Rupiah)
Issued and Paid-Up Capital : Rp.265,000,000,000 (two hundred and sixty five billion Rupiah) consisting of
2,650,000,000 (two billion six hundred and fifty million) shares each having a nominal
value of Rp.100 (one hundred Rupiah)
Stock Capital
With Nominal Value of Rp.100 (one hundred Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
10,000,000,000 1,000,000,000,000
- Sugiman Layanto 35,000,000 3,500,000,000 1.32
- Nely Layanto 35,000,000 3,500,000,000 1.32
- PT Ramanda Daminathan 308,000,000 30,800,000,000 11.62
- PT Wintermarjaya Lestari 1,286,200,000 128,620,000,000 48.54
- PT Dwiprimajaya Lestari 985,800,000 98,580,000,000 37.2
Total Issued and Paid Up Capital 2,650,000,000 265,000,000,000 100.00
Shares in Portfolio 7,350,000,000 735,000,000,000
Until the issuance of this Prospectus there has been no change in the capital structure and shareholder composition of the Issuer.
The investment made by the shareholders in the Issuer is larger than the total of subscribed and paid up
capital of the
shareholders because the retained earning generated from the Issuer is capitalized by way of shares dividend
and cash dividend, where the cash dividend is paid back to to the Issuer as subscription for new
shares.
3. Management and Supervision
Based on Deed of Approval of All Shareholders No. 15 dated 16 September 2010 drawn up before Fathiah Helmi. S.H.,
Notary in Jakarta, and with the approval of the Minister of Laws and Human Rights of Republic of Indonesia in accordance
with Letter of Decision No. AHU. 44569.AH.01.02 of 2010 dated 17 September 2010 and as has been registered with
Registry of Companies No. AHU-0068211.AH.01.09 Year 2010 dated 17 September 2010, the composition of the Board of
Commissioners and Board of Directors of the Issuer is the following:

Board of Commissioners
President Commissioner/Independent Commissioner : Jonathan Jochanan
Commissioner : Johnson Williang Sutjipto
Commissioner
Board of Directors
: Darmawan Layanto
President Director : Sugiman Layanto
Director : Ooi Ka Lok
Director : Philippe Surrier
Director : Nely Layanto
Non-Affiliated Director : Herman Santoso
Below are brief biographies of each member of the Board of Commissioners and Board of Directors of the Issuer:
Board of Commissioners
Jonathan Jochanan
President Commissioner/Independent Commissioner
Indonesian Citizen, born in 1953 and currently 57 years of age. Holds the position of President Commissioner
of the Issuer since 2010. Also as Managing Director Eastern Star Capital (2008 – 2010). Previous positions:
as President Director of PT Bahana Securities (2006 – 2007), Director of PT Bahana TCW Investment
Management (2005 – 2006), Senior Vice President of PT Bahana Pembinaan Usaha Indonesia (2004 – 2005),
President Director of PT Jisawi Finas (2000 – 2003), Director of Investment Banking Schroders Indonesia
(1994 – 1999), Director of Corporate Finance at PT Citicorp Securities Indonesia (1990 – 1994), Assistant Vice
President Citibank (1989 – 1990), Staff to Capital Market Manager at PT Indovest (1978 – 1989).
Education: Acquired Bachelor degree from the Faculty of Economy, University of Indonesia in 1987.
Johnson Williang Sutjipto
Commissioner
Indonesian Citizen, born in 1967 and currently 43 years of age. Holds the position of Director of PT Ramanda
Daminathan (2009 – now), Commissioner of PT Sentosasegara Mulia Shipping (2000 – now), Commissioner of
PT Pelayaran Salam Bahagia (1999 – now), President Director of PT Arial Niaga Nusantara (1997 – now),
Director of PT Mariana Bahagia (1997 – now). Previously held the positions of Marketing Manager of
PT Pelayaran Salam Bahagia (1992 – 1999), General manager of PT Mariana Bahagia (1992 – 1997) and
Project Engineer at the British Hydrodynamic Research Group, London (1991 – 1992). Also holds the positions
of Federation Head of the ASEAN Shipowners’ Association (2010 – now), Head of the Asian Shipowners’
Forum (2010 – now) and DPP Head of the Indonesian National Shipowners’ Association (INSA) (2008 –
now).
Education: Acquired Bachelor of Science degree majoring in Ocean Engineering (Naval Architect) from the
Florida Institute of Technology, USA in 1989 and Master of Science degree majoring in Ocean Engineering
(Offshore Engineering) from the Florida Institute of Technology, USA in 1991.
Darmawan Layanto
Commissioner
Indonesian Citizen, born in 1969 and currently 41 years of age. Holds the position of Commissioner of the
Issuer since 2010. Also holds the positions of President Commissioner of PT Wintermar since July 2010 – now,
Commissioner of PT PSV Indonesia since February 2010 – now, President Director of PT Hammar Marine
Offshore since April 2009 – now, Director Sales & Marketing Seacoral Maritime Pte. Ltd. (1995 – now), Director
Sales & Marketing Super Marine Supplies Pte. Ltd. ( 1995 – now), Director of PT Wintermar (1990 – July
2010).
Education: Acquired Bachelor of Science degree majoring in Management from the Golden Gate University,
San Francisco, USA in 1989.
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Board of Directors
Sugiman Layanto
President Director
Indonesian Citizen, born in 1965 and currently 45 years of age. Holds the position of President Director of the
Issuer since 2010 and has the duty of supervising all Divisions of the Issuer and heads the sectors of
marketing and business development. Also holds the positions of President Commissioner of PT Arial Niaga
Nusantara (July 2010 – now), President Director of PT Sentosasegara Mulia Shipping (July 2010 – now),
President Director of PT FAST Offshore Indonesia (November 2009 – now), Commissioner of
PT Salam Pacific Offshore (November 2009 – now), President Director of PT PSV Indonesia (February 2010 –
now), Commissioner of PT Dwiprimajaya Lestari (April 2008 – now) and Commissioner of PT Wintermarjaya
Lestari (2005 – now). Also holds the positions of Managing Director with PT Wintermar (1988 – now), Head of
Offshore Sector with INSA, Deputy Chairman Ship Insurance & Liabilities Committee at Asian Shipowner’s
Forum (2009-now) and Committee Member at American Bureau of Shipping (2009-now).
Education: Menlo College (School of Letters & Sciences) and acquired Dean’s List and obtained Bachelor of
Science degree (Engineering) in Industrial Engineering and Operation Research from the University of
California (Berkeley) (1988), USA.
Ooi Ka Lok
Director
Malaysian Citizen, born in 1959 and currently 51 years of age. Holds the position of Director of the Issuer since
May 2010 and as Chief Operating Officer heading the Ship/Vessel Fleet including operations, technical affairs,
crewing, logistics and QHSE (Quality. Health. Safety and Environment). His professional experience covers
several positions among others Engineer at Neptune Orient Lines Ltd. Singapore (1981-1992), General
Manager of Prima Shipping, Malaysia (1992-1995), Technical Manager at Wawasan Bulk Services, Malaysia
(1996-1998), Regional Director- NS at American Bureau Shipping (1999-2008), Senior Manager at Aurora
Tankers Pte Ltd., Singapore (2008-2009), Regional Director at Veson Nautical Corporation, USA (2009-2010).
Education: Acquired Diploma in Marine Engineering from Singapore Polytechnic 1981, acquired Class
1 Foreign Going Marine Engineer’s License Of Competency from MOT Singapore 1991.
Philippe Surrier
Director
French citizen, born in 1963 and currently 46 years of age. Holds the position of Head of Operations
Department of the Wintermar Group (2008 – now) and heads the fleet operations. Previously held the
positions of Port Captain/HSE Officer/CSO/QAQC at Gulf Marine Services, Abu Dhabi (2000 – 2007); Chief
Officer – Master at Gulf Marine Services, Abu Dhabi (1984 – 2000); Cadet Officer at SFTP (1983 – 1984) and
Cadet Officer at Total (1982 – 1983).
Education: Acquired Master Mariner Class 1 License of Competency Degree from Ecole d”Aprentissage
Maritime Aber Wrach, France.
Nely Layanto
Director
Indonesian Citizen, born in 1968 and currently 42 years of age. Holds the position of Director of the Issuer and
Corporate Secretary responsible for all matters related to the Issuer’s corporate governance, regulations, and
matters related to applicable regulations and laws since 2010. Also holds the positions of Director of
PT Arial Niaga Nusantara (July 2010 – now), Commissioner of PT Sentosasegara Mulia Shipping (July 2010 –
now), Director of PT Wintermar (July 2010 – now), Commissioner of PT Hammar Marine Offshore (April 2009 –
now), President Director of PT Wintermarjaya Lestari (September 2005 – now), Head of Legal Division of the
Wintermar Group (2008 - now). Previously, held the positions of Finance and Accounting Manager of the
Wintermar Group (July 1996 – January 1999) and as Head of the Finance and Accounting Division of the
Wintermar Group (January1999 – February 2008).
Education: Acquired Bachelor of Law degree (LLB Honours) from Queen Mary and Westfield College,
University of London, United Kingdom (1990) and graduated as Solicitor at Law from the Law Society, United
Kingdom.
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Herman Santoso
Director
Indonesian citizen, born in 1938 and presently 72 years of age. Holds the position supervising the internal
audit function. Director of the Issuer since 2010. Previous positions as Director of PT Armada Bahari Utama
(2003 – 2010), Finance Manager of PT Wintermar (1983 – 2003), Finance Manager of PT Kurnia Bina Abadi
(1974 – 1983), Manager of Hotel PT Welahan (1960 – 1974).
Education: Graduated from Senior High School V Bojong Smarang (1959).
At the time this Prospectus was issued, the Issuer and Subsidiaries employed 2 (two) Expatriate Directors in accordance with
Decision No. 14152/PPTK/PTA/2010 dated 18 August 2010 by the Director General of Manpower Placement Development, valid
through 31 October 2012, with the following specifications:
No. Name Nationality Position KITAS No Validity IMTA No. Validity
1. Ooi Ka Lok Malaysian Director No. 2C11JE
9083-J
2. Philippe
Surrier
French Director No. 2C11JE
9084-J
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15 September
2011
8 September
2011
KEP.
28225/MEN/B/IMTA/2010
KEP.
28226/MEN/B/IMTA/2010
12 months
since date of
arrival as
stated in
KITAS
12 months
since date of
arrival as
stated in
KITAS
Term of office of the Board of Directors and Commissioners is until the closing of Annual General Meeting of Shareholders held
on the fifth year after their appointment, which appointment was on 27 August 2010.
Corporate Secretary
Pursuant to Letter of Decision of Board of Directors No. 3330/WIN/DIR-WIN/A.15/2010 dated 20 August 2010 concerning Letter of
Appointment of Corporate Secretary, the Board of Directors appoints Mrs. Nely Layanto as Corporate Secretary.
Appointment of the Board of Commissioners and Directors of the Issuer has met the requirements as regulated in BAPEPAM
Regulation No. IX.I.6 concerning the Board of Directors and Commissioners of the Company and Public Company based on letter
of statement from the Board of Commissioners and Directors of the Issuer dated 27 August 2010.
Functions and/or responsibilities of Corporate Secretary is responsible for all matters related to the Issuer’s corporate governance,
regulations, and matters related to applicable regulations and laws.
Audit Committee
The Issuer has not yet established an Audit Committee. The Issuer states its commitment to form an Audit Committee in accordance
with BAPEPAM Regulation No.IX.I.5 concerning Establishment and Guidelines to Working Procedures of an Audit Committee,
the latest within a period of 6 (six) months from the date of listing of shares with the IDX.
4. Human Resources
The Issuer is aware of the importance of the Human Resources’ role in carrying out its business and as such is committed to
constantly observing the development and quality of human resources through enhancement of the employees’ abilities,
maintenance of welfare services for all employees whether from the technical, functional or managerial levels.
Composition of Employees
With the increased level in operational activities of the Company, it is necessary to add competent and professional manpower in
their relevant fields to ensure smooth operations of the Company. On 30 June 2010 the Company employed 169 employees.
Hereunder are the compositions of the employees of the Company for the past 3 (three) years in accordance with work status,
level of education, position, age group and work location:

Status
Composition of On-Shore Employees of the Company according to Work Status
SUBSIDIARIES ISSUER TOTAL
2007 2008 2009
30 June
2010
2007 2008 2009
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46
30 June
2010
2007 2008 2009
30 June
2010
Permanent Employee 116 105 96 52 15 37 44 113 131 142 140 165
Contract Employee 1 2 9 1 0 0 1 3 1 2 10 4
Total 117 107 105 53 15 37 45 116 132 144 150 169
Jenjang Jabatan
On-Shore Employees of the Company according to Management Level
SUBSIDIARIES ISSUER TOTAL
2007 2008 2009
30 June
2010
2007 2008 2009
30 June
2010
2007 2008 2009
30 June
2010
Commissioner 3 3 3 6 1 1 1 3 4 4 4 9
Director 5 6 6 8 1 1 3 5 6 7 9 13
General Manager - 1 2 - - - 1 3 - 1 3 3
Manager 9 8 6 5 - 1 2 3 9 9 8 8
Assistant Manager 1 2 4 - - 2 1 2 1 4 5 2
Supervisor 12 18 15 7 1 1 5 14 13 19 20 21
Senior Staff 58 51 38 20 4 7 6 28 62 58 44 48
Junior Staff 29 18 31 7 8 24 26 58 37 42 57 65
Total 117 107 105 53 15 37 45 116 132 144 150 169
Level of Education
On-Shore Employees of the Company according to Level of Education
SUBSIDIARIES ISSUER TOTAL
2007 2008 2009
30 June
2010
2007 2008 2009
30 June
2010
2007 2008 2009
30 June
2010
Junior High School
(SMP)
8 8 4 3 1 1 1 3 9 9 5 6
Senior High School
(SMA
30 26 28 15 2 5 5 15 32 31 33 30
Academy / D3 26 21 22 9 9 11 9 22 35 32 31 31
Bachelor Degree / S1 50 49 49 24 3 20 27 72 53 69 76 96
Master Degree / S2 3 3 2 2 - - 3 4 3 3 5 6
Total 117 107 105 53 15 37 45 116 132 144 150 169
Age
On-Shore Employees of the Company according to Age
SUBSIDIARIES ISSUER TOTAL
2007 2008 2009
30 June
2010
2007 2008 2009
30 June
2010
2007 2008 2009
30 June
2010
< 30 years 24 29 32 9 3 20 22 57 27 49 54 66
31 – 40 years 58 52 53 20 10 14 17 45 68 66 70 65
> 40 years 35 26 20 24 2 3 6 14 37 29 26 38
Total 117 107 105 53 15 37 45 116 132 144 150 169
Information on Expatriates in the Company
No Name Citizenship Position Kitas No. IMTA No.
1. Chan Huan Hin Malaysia Head of
Financial
Management
Sub Division
2. Teo Pek Swan Singapore Inspector for
Administration
No. 2C21JE3429-J dated 24
March 2010 effective until 6 April
2011
No. 2C21JE3427-J dated 21
March 2010 effective until 28
March 2011
3. Wong Koon Sang Malaysia Fleet Expert No. 2C11JE9082-J dated 16
September 2010 effective until15
September 2011
No. 983/2010 dated 19 March
2010 effective until 6 April 2011
No. . 984/2010 dated 19 March
2010 effective until 28 March
2011
No.28179/MEN/B/IMTA/2010
dated 8 October 2010 effective
for 12 months untili 15
September 2011

The following is the composition of on shore employees of the Company and Subsidiaries according to their level of education,
position, and age in the vessels:
Composition of On Shore Employees According to Level of Education (Shipping Diploma)
Level of education
SUBSIDIARY COMPANY TOTAL
2007 2008 2009 30 Juni 2010 2007 2008 2009 30 Juni 2010 2007 2008 2009 30 Juni 2010
Nautica Expert Level
I
1 2 3 4 1 1 2 2 2 3 5 6
Nautica Expert Level
II
12 9 10 11 3 2 4 5 15 11 14 16
Nautica Expert Level
III
26 21 20 21 5 6 8 9 31 27 28 30
Technical Expert
Level I
3 3 4 7 1 2 2 3 4 5 6 10
Technical Expert
Level II
12 9 11 11 2 4 5 5 14 13 16 16
Technical Expert
Level III
25 22 21 27 8 9 8 9 33 31 29 36
Electronic Radio
Officer
- - - - - - - - - - - -
Others 231 222 219 221 99 96 92 89 330 318 311 310
Total 310 288 288 302 119 120 121 122 429 408 409 424
Composition of On Shore Employees According to Positions in the Vessels
Position
SUBSIDIARY COMPANY TOTAL
2007 2008 2009 30 Juni 2010 2007 2008 2009 30 Juni 2010 2007 2008 2009 30 Juni 2010
Master 28 28 28 29 10 10 11 10 38 38 39 39
Barge Master 3 1 1 5 4 5 5 2 7 6 6 7
Officer 56 41 41 50 20 18 21 20 76 59 62 70
Chief Engineer 29 25 25 23 10 10 7 10 39 35 32 33
Engineer 55 48 48 51 23 20 20 20 78 68 68 71
Electrician 3 - 2 2 - - - - 3 - 2 2
Bosun 3 7 5 2 1 1 1 1 4 8 6 3
Foreman 3 3 3 1 4 5 5 3 7 8 8 4
Pump Man - - - - - - - - - - - -
Quarter Master 87 79 79 79 33 37 36 40 120 116 115 119
Sailor - - - - - - - - - - - -
No. 1 Oiler - - - - - - - - - - - -
Oiler 27 36 36 33 11 9 9 11 38 45 45 44
RIGGER 2 - - 2 - - - - 2 - - 2
Cook 10 14 14 17 3 5 6 5 13 19 20 22
Mess Boy - - - - - - - - - - - -
Deck Cadet 2 4 4 5 - - - - 2 4 4 5
Engine Cadet 2 2 2 3 - - - - 2 2 2 3
Total 310 288 288 302 119 120 121 122 429 408 409 424
Composition of On Shore Employees According to Age
Age
SUBSIDIARY COMPANY TOTAL
2007 2008 2009 30 Juni 2010 2007 2008 2009 30 Juni 2010 2007 2008 2009 30 Juni 2010
< 30 years 57 60 62 80 37 39 57 60 94 99 119 140
31 – 40 years 167 144 156 150 52 64 50 49 219 208 206 199
> 40 years 86 84 70 72 30 17 14 13 116 101 84 85
< 30 years 310 288 288 302 119 120 121 122 429 408 409 424
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In order to conduct the business activities of the Company, the Issuer and its subsidiaries follow and comply with the Regulation of
Minister of Transportation No.70 year 1998 concerning Manning of Trading Vessels.
Limitation for foreign manpower to occupy certain positions consists of general and special limitations:
1. General Limitation is:
The Issuer constitutes an Indonesian legal entity, and as such in accordance with Presidential Decree No.75 of the year
1995 concerning Utilization of Manpower of Foreign Citizenship Immigrant for Director of human resources and
Commissioner can only be occupied by Indonesian Citizen and is prohibited from being occupied by Foreign Manpower.
2. Special limitation is limitation specially provided for companies engaged in the shipping sector. The said limitation is
regulated in Attachment II to Letter of Decision of Minister of Manpower and Transmigration No. Kep-55/Men/1981
concerning Implementation of Limitation of Utilization of Manpower of Foreign Citizenship Immigrant in Transportation
Sector Sea Transportation Sub sector. Based on this regulation, the positions allowed to be occupied by Foreign
Manpower within a certain period of time are:
Whereas subject to such limitation the Issuer has fulfilled the above stipulations and only places foreign manpower in positions
allowed.
Social Welfare for Employees and Crew Members
Considering the importance of the roles of employees and crew members for the success and progress of the Company’s
business, the Company continuously strives towards improvement in the quality and competence of employees and crew
members and encourage the productivity and motivation of each employee by, among others:
a. Salary Increase System
The Company constantly adheres to and complies with Government requirements in corresponding to welfare among others
salary reviews at least once a year pursuant to a decision of the Board of Directors and in form of salary and wage
adjustments for On-Shore Employees in line with the performance level of employees as well as the inflation rate and above
the minimum standard pay and Regional Minimum Wages (/UMR /Upah Minimum Regional) pursuant to the applicable
regulations. Meanwhile salary reviews are also conducted for Crew Members at least once a year by taking into
consideration the performance level of Crew Members, the types of vessels and other Government requirements. In applying
the wage package, the Company strives to refer to the basic principle of a wage scheme namely by being internally
comparative and externally competitive in the same industry.
b. Provision of Various Forms of Allowances and Facilities
The Company also provides a number of allowances and facilities which are expected to be able to drive improvement in the
performance and productivity of employees and crew members of the Company. The allowances and facilities provided by
the Company cover the following:
Regular provision of Hari Raya Allowance each year;
Provision of Healthcare Insurance for Employees and Crew Members;
Application of manpower insurance program through Jamsostek insurance for work related accidents. pension fund.
death insurance;
Aid at the demise of employees;
Contribution for employees getting married;
Aid for employees experiencing force majeure;
Aid for children of employees showing excellent scholastic results;
Provision of sports and recreational facilities. as well as outings with families of employees;
Provision of representative religious facilities for proper nurturing of spiritual needs of employees.
c. Training and Development Programs
The Company is aware that together with efforts towards business development the Company should also balance this with development
towards On-Shore Employees and crew members through education as well as training in an integrated and continuous
manner, both in the aspects of knowledge, skills as well as improvement in competence based on the set development
programs. The Company’s training program is divided into two groups: (i) In House Training conducted by the Company in form of
general management ability improvement program, functional management and insight expansion program, financial
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48

management, financial audit and information technology and others; and (ii) external training programs conducted by outside
parties through training or seminars organized domestically or abroad.
Internal training conducted by the Company is for both On-Shore Employees and each crew member prior to embarking on board
the vessel. All crew members are required to follow such 5–day training prior to going on board as basic competence which must
be mastered by all crew members. Meanwhile, refresher training is conducted for crew members who have finalized their work
vacation (sign-off) or are in a rotation period. The training material provided to these crew members concerns among others concerns
the reporting and communications system on board, observation towards safety and reporting on accidents on board, management
of oil based fuel and on board risk management, in addition to other terms determined by the client in the framework of
complying with their standard operating procedures.
For the development of the performance system of crew members of vessels, the Company applies performance evaluations to
obtain input from crew members in order to design career development needs needed by the crew members, including work
compensation based on results of performance evaluation. In the meantime, in conducting retention of the best crew members
that the Company employs, a Crew Rotation program for crew members is conducted for types of vessels used in the offshore
industry. This Crew Rotation program is expected to improve the condition of their Psychological-mental condition since they are
offered an opportunity to meet with families and socialize in their typical social environment.
For the development of employees on land, the Company conducts English language courses for all its employees as well as
internal training such as training on communications, integrity and leadership.
d. Merit System
Pursuant to a meeting resolution, the management provides appreciation in form of certificate of appreciation and /or compensation
to the employees based on performance assessments :
i. Performance Bonus
Provision of annual bonus for Employees assessed with good performance and the ability to achieve the targeted work
goals.
ii. Scholarship
Provision of school financing facilities for Crew Members selected as the Best Crew. whether from the category of
Officers (Deck/Engine) or from the category of Vessel’s Crew (ABK).
iii. Appreciation for Period of Employment
Awarding of medal and certificate for dedication of work for those employed for 5 years, 10 years, 15 years and 25
years.
e. Company Regulations
In hiring its employees, the Company refers to the Company Regulations promulgated on 6 October 2010 by Manpower and
Transmigration Working Unit (Disnakertrans) of DKI Jakarta in its decision no 6802/2010 valid for two years until 6 October 2012
and reviewed by the Company every 2 years.
The Company Regulations regulate the following stipulations:
a. Probation period of 3 (three) months for new employees
b. Base salary and allowances
c. Providing of Tunjangan Hari Raya (THR)
d. Application of manpower insurance program through Jamsostek
e. Healthcare guarantee
f. pension funds program for employees
g. Providing of religious infrastructure aid for employees.
h. training and development facilities.
i. Compesation for employees terminated and resigned.
In addition, in order to further guarantee the implementation of the above stipulations, the Company also provides its employees
with an Employee Handbook.
49
49

f. Remuneration
The salaries and allowances paid to the Board of Commissioners and the Board of Directors of the Issuer were Rp.60,156
thousand, Rp.910,000 thousand and Rp.1,359,000 thousand, respectively, for years ending on 31 December 2008 and 2009 and
for the period of 6 (six) months ending on 30 June 2010. The salaries and allowances paid to the Board of Commissioners are
determined by the GMS. Meanwhile, the salaries, service money or allowances for members of the Board of Directors are
determined by the GMS and such authorization can be delegated by the GMS to the Board of Commissioners.
5. Organizational Structure
Operations
Technical
Logistics
Crewing
QHSE (Quality,
Health, Safety
and Environment)
Layanto Family
100.0%
WJL
WT
Note:
WJL : PT Wintermar Jaya Lestari
DJL : PT Dwiprima Jaya Lestari
RD : PT Ramanda Daminathan
WT : PT Wintermar
SMS : PT Sentosasegara Mulia Shipping
ANN : PT Arial Niaga Nusantara
PSV :PT PSV Indonesia
HMO : PT Hammar Marine Offshore
ABP : Abbeypure Pte Ltd
SMS
Ownership Scheme of Company
DJL
ANN
50
50
Issuer
RD
S : Sugiman Layanto
N : Nely Layanto
S N
48,54% 37,20% 11,62% 1,32% 1,32%
99.51%
Audit Committee
Internal Audit
Fleet Division General Affairs
HR
IT
Building
Management
Administration
Marketing & Business
Development
Layanto Family
100.00%
99.51% 99.51%
Board of
Commissioners
Managing Director
Tender
Client
Management
Finance
Accounting
Finance
Tax
Sutjipto Family
100.00%
51.00% 60.00%
PSV
New Building &
Corporate
Projects
Corporate
New building
Secretary / Legal
Corporate
New vessels
Planning
HMO
100.00%
ABP

The Company comprises the Issuer and its subsidiaries, namely PT Wintermar, PT Sentosasegera Mulia Shipping,
PT Arial Niaga Nusantara, PT PSV Indonesia, PT Hammar Marine Offshore, and Abbeypure Pte Ltd, all of which are engaged in
shipping sector and investment sector (Abbeypure Pte Ltd).
6. Management and Supervisory Relationship with Subsidiaries
The management and Supervisory relationship with Subsidiaries is as follows:
Party Company
Shareholder Subsidiary
WJL DJL RD WT SMS ANN PSV HOM
Jonathan Jochanan PK / KI - - - - - - - -
Johnson Williang Sutjipto** K - - D / PS - PK / PS PD / PS - -
Darmawan Layanto* K PS - - PK - - K PD
Sugiman Layanto* PD K / PS K - PD / PS PD PK PD -
Nely Layanto* D PD / PS PS - D K D - K
Ooi Ka Lok D - - - - - - - -
Herman Santoso DTA - - - - - - - -
Philippe Surrier
*Layanto Family
** Sutjipto Family
D - - - - - - - -
Note:
PK : President Commissioner
KI : Independent Commissioner
K : Commissioner
PD : President Director
D : Director
DTA : Non-Affiliated Director
7. Brief History on Shareholders which are in the Forms of Legal Entities
a. PT Wintermar Jaya Lestari (“WJL”)
Summary
WJL was established based on Deed of Establishment No. 10 dated 7 December 1995, made before Helena Kuntoro, S.H.,
Notary in Jakarta. Such deed was ratified by Minister of Justice Republic of Indonesia by virtue of Decree of Minister of Justice
Republic of Indonesia Number C2-3384.HT.01.01.TH.96 dated 1 March 1996, registered in the Registrar Office of North Jakarta
District Court on 22 October 1996 under No.531/Leg/1996 and announced in the State Gazette Republic of Indonesia on
8 November 1996 under No.90, Supplement No.9246/1996.
WJL’s Articles of Associations have been amended several times. The latest amendment of WJL’s Articles of Associations is in
regard to change of the company’s domicile, based on Deed of Statement of Meeting Resolutions No.2, dated 2 June 2009, made
before Achmad Bajumi,S.H., MH., Notary in Jakarta. Such deed was approved by Minister of Law and Human Rights Republic of
Indonesia by virtue of Decree of Minister of Law and Human Rights Republic of Indonesia dated 21 July 2009
No.: AHU-33896.AH.01.02.Year 2009, registered in the Corporate Registry under No. AHU-0044522.AH.01.02.Year 2009 on
21 July 2009.
Purposes and Objectives
Purposes and objectives of WJL are to engage and establish business in the fields of trading, industry, development, services,
mining and agricultural.
Business activity of WJL is investment holding company.
Capital Structure
Based on Deed of Statement of Meeting Resolutions No. 18 dated 12 November 2008, made before Achmad Bajumi, S.H., MH.,
Notary in Jakarta, the capital structure and shareholder composition of WJL are as follows:
51
51

Stock Capital
With Nominal Value of Rp.1,000,000.- (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
10,000 10,000,000,000
- Sugiman 1,768 1,768,000,000 44.200
- Darmawan Layanto Surachman 669 669,000,000 16.725
- Nely Layanto 669 669,000,000 16.725
- Lina Layanto Surachman 669 669,000,000 16.725
- Muriani 225 225,000,000 5.625
Total Issued and Paid Up Capital 4,000 4,000,000,000 100.00
Shares in Portfolio 6,000 6,000,000,000
Supervision and Management
Based on Deed of Statement of Meeting Resolutions No. 18, dated12 November 2008, made before Achmad Bajumi, S.H., MH.,
Notary in Jakarta, the compositions of board of directors and board of commissioners of WJL are as follows:
Commissioner : Sugiman
President Director : Nely Layanto
Director : Lina Layanto Surachman
Summary of Material Financial Data
Balance Sheets
Remarks
2007
31 December
2008 2009
(in thousand Rupiah)
30 June
2010
Current Assets 191,876 189,882 271,268 7,788,435
Non Current Assets 5,952,153 5,692,567 5,432,980 5,303,187
Other Assets 102,528,305 111,763,764 134,255,302 126,772,064
Total Assets 108,672,333 117,646,213 139,959,550 139,863,687
Current Liabilities 2,878,834 3,553,973 205,516 222,153
Non current liabilities - - - -
Equity 4,000,000 4,000,000 4,000,000 4,000,000
Total Liabilities & Equity 108,672,333 117,646,213 139,959,550 139,863,687
Statements of Income
Remarks
For years ended on 31 December
((in thousand Rupiah)
For the 6 (six)
month-period
ended on 30
June
2007 2008 2009 2010
Revenue 356,400 356,400 3,818,250 301,086
Gross Profit 22,177,310 8,298,741 25,661,794 (112,501)
Net Income (Loss) 356,400 356,400 3,818,250 301,086
b. PT Dwiprima Jaya Lestari (“DJL”)
Summary
DJL was established under the name of PT Pelayaran Dwiprima Jayalestari pursuant to Deed of Establishment No. 42, dated 21
July 1994, made before Helena Kuntoro, S.H., Notary in Jakarta. Such deed was ratified by Minister of Justice Republic of
Indonesia by virtue of Decree of Minister of Justice Republic of Indonesia Number C2-8136.HT.01.01.TH.95 dated 29 June 1995,
registered in the Central Jakarta District Court on 27 September 1995 under No.1492/1995 and announced in the State Gazette
Republic of Indonesia on 31 October 1995 under No.87, Supplement No.9035/1995.
52
52

DJL’s Articles of Associations have been amended several times. The latest amendment of DJL’s Articles of Associations is in
regard to change of company’s name to become PT Dwiprimajaya Lestari, its purposes and objectives and amendment of the
company’s Articles of Associations to be adjusted with Law Number 40 of 2007 on Limited Liability Companies, pursuant to Deed
of Statement of Meeting Resolutions No. 41, dated 26 November 2008, made before Achmad Bajumi,S.H., MH., Notary in Jakarta.
Such deed was approved by Minister of Law and Human Rights Republic of Indonesia by virtue of Decree of Minister of Law and
Human Rights Republic of Indonesia dated 30 April 2009 No.: AHU-17567.AH.01.02.Year 2009, registered in the Corporate
Registry under No. AHU-0022463.AH.01.09.Year 2009 on 30 April 2009 and announced in the State Gazette Republic of
Indonesia on 30 June 2009 under No.52 Supplement No. 17168/2009.
Purposes and Objectives
DJL’s purposes and objectives are to engage and establish business in the fields of trading, manufacturing development, services,
mining, and developer.
Business activity of DJL is investment holding company.
Capital Structure
Based on Deed of Statement of Meeting Resolutions No.41, dated 26 November 2008, made before Achmad Bajumi, S.H., MH.,
Notary in Jakarta, the capital structure and shareholder composition of DJL are as follows:
Stock Capital
With Nominal Value of Rp.1,000,000.- (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
500 500,000,000
- Mr. Sugiman 400 400,000,000 80.00
- Mrs. Nely Layanto 100 100,000,000 20.00
Total Issued and Paid Up Capital 500 500,000,000 100.00
Shares in Portfolio - -
Supervision and Management
Based on Deed of Statement of Meeting Resolutions No. 41, dated 26 November 2008, made before Achmad Bajumi, S.H., MH.,
Notary in Jakarta, the compositions of board of directors and board of commissioners of WJL are as follows:
Commissioner : Sugiman
Director : Endo Rasdja
Summary of Material Financial Data
Balance Sheets
Remarks
2007
31 December
2008 2009
(in thousand Rupiah)
30 June
2010
Current Assets 4,297,734 4,334,746 4,167,529 9,276,650
Non current assets 2,546,146 2,363,892 24,682,388 24,592,511
Other Assets 434,016 7,108,203 22,744,465 18,508,873
Total Assets 7,277,896 13,806,840 51,594,382 52,378,035
Current Liabilities 48,072 1,391,483 322,326 174,862
Non current liabilities - - 23,942,410 24,058,493
Equity 500,000 500,000 500,000 500,000
Total Liabilities & Equity 7,277,896 13,806,840 51,594,382 52,378,035
53
53

Statements of Income
Remarks
For years ended on 31 December
(in thousand Rupiah)
For the 6 (six)
month-period
ended on 30
June
2007 2008 2009 2010
Revenue 2,340,078 1,451,775 1,239,345 26,390
Gross Profit 1,116,520 5,185,533 14,914,288 815,036
Net Income (Loss) 2,340,078 1,451,775 1,239,345 26,390
c. PT Ramanda Daminathan (“RD”)
Brief Summary
RD was established pursuant to Deed of Establishment No. 171, dated 25 April 2008, made before Heniwati Ridwan, S.H., Notary
in Palembang. Such deed was approved by the Minister of Law and Human rights Republic of Indonesia by virtue of Decree of
Minister of Law and Human Rights Republic of Indonesia dated 6 June 2008 under No.: AHU-30895.AH.01.01.Year 2008,
registered in the Corporate Registry under No. AHU-0045133.AH.01.09.Year 2008 on 6 June 2008.
Purposes and Objectives
RD’s purposes and objectives are to engage and establish business in the fields of trading, workshop affairs and services.
Business activity of RD is investment holding company.
Capital Structure
Based on Deed of Establishment No. 171, dated 25 April 2008, made before Heniwati Ridwan, S.H., Notary in Palembang, RD’s
capital structure and shareholder composition are as follows:
Stock Capital
With Nominal Value of Rp.1,000,000.- (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
1,000 1,000,000,000
- Mr. Johnson Williang Sutjipto 225 225,000,000 90.00
- Mrs. Elly Tetty 25 25,000,000 10.00
Total Issued and Paid Up Capital 250 250,000,000 100.00
Shares in Portfolio 750 750,000,000
Supervision and Management
Based on Deed of Establishment No. 171, dated 25 April 2008, made before Heniwati Ridwan, S.H., Notary in Palembang, the
compositions of board of directors and board of commissioners of RD are as follows:
Commissioner : Elly Tetty
Director : Johnson Williang Sutjipto
Summary of Material Financial Data
Balance Sheets
Remarks
31 December
2008 2009
(in thousand Rupiah)
30 June
2010
Current Assets 250,000 572,212 539,559
Non current assets - - -
Other Assets - 33,250,000 33,250,000
Total Assets 250,000 33,822,212 33,789,559
Short term liabilities - 31,617,713 36,000
Non current liabilities - 2,820,000 30,001,900
Equity 250,000 (615,501) 3,751,658
Total Liabilities & Equity 250,000 33,822,212 33,789,559
54
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Statements of Income
Remarks
For years ended on 31 December
(in thousand Rupiah)
For the 6 (six) month-period
ended on 30 June
2008 2009 2010
Revenue - 4,062 4,323,831
Operating Expenses - 869,562 (43,328)
Operating Income (Loss) - (865,501) 4,367,159
Net Income (Loss) - (865,501) 4,367,159
8. Brief Summary on Subsidiaries
The Company performs its business activities both through the Issuer and its Subsidiaries. The following are the names of Subsidiaries
where the Issuer has a direct equity participation with ownership of 50.00% (fifty percent) or more:
No, Name of Subsidiary
Business
Activity
Percentage of
Shares (%)
Year of Equity
Participation
Year of Commercial
Operation
1 PT Wintermar Shipping 99.5 2009 1971
2 PT Sentosasegara Mulia Shipping Shipping 99.5 2008 1995
3 PT Arial Niaga Nusantara Shipping 99.5 2008 1997
4 PT Hammar Marine Offshore Shipping 60 2008 2010
5 PT PSV Indonesia Shipping 51 2010 2010
6 Abbeypure Pte Ltd Investment 100 2010 2010
a. PT Wintermar (“WT”)
Brief Summary
WT was established under the name of “PT Worldwide International Mariner Co, Ltd, ” (“PT Wintermar”) pursuant to Deed of
Establishment No, 12 dated 24 September 1970 made before Mrs. Adasiah Harahap, S.H., Notary in Jakarta and was ratified by
the Minister of Justice Republic of Indonesia by virtue of its decree No, J,A, 5/34/25 dated 24 February 1971 and registered in
register book in Jakarta District Court under No. 738 and announced in State Gazette Republic of Indonesia No. 25 dated 26
March 1971,Supplement No. 149.
WT’s articles of associations were last amended based on Deed of Statement of Shareholders Resolutions No. 01 Dated
2 November 2009, made before Noerbaety Ismail, S.H., M.kn., Notary in Jakarta, the deed of which has been approved by
Minister of Law and Human Rights by virtue of decree No, AHU-55860.AH.01.02.Year 2009 dated 17 November 2009 and
registered in Corporate Registry Number AHU-0076253.AH.01.09.Year 2009 dated 17 November 2009 and based on Notary
Statement Letter No. 144/SK/NOT/VIII/2010 dated 11 August 2010 issued by Noerbaety Ismail, S.H., M.kn, Notary in Jakarta, the
announcement in State Gazette Republic of Indonesia and Supplement to State Gazette of Deed of Statement of Shareholders
Resolutions No. 01 Dated 2 November 2009 is currently being processed, whereas the shareholders have agreed to increase the
authorized and issued and paid up capital of the company.
Purposes and Objectives
WT’s purposes and objectives are to engage in the shipping sector.
Business activities of WT are to own and operate vessels and management of vessels management.
Capital Structure
Based on Deed of Statement of Meeting Resolutions No, 01 Dated 2 November 2009, made before Noerbaety Ismail, S.H., M.kn.,
Notary in Jakarta, the deed of which has been approved by the Minister of Law and Human Rights by virtue of decree
No. AHU-55860.AH.01.02.Year 2009 dated 17 November 2009 and registered in Corporate Registry Number
AHU-0076253.AH.01.09. Year 2009 dated 17 November 2009 and, based on Notary Statement Letter No. 144/SK/NOT/VIII/2010
dated 11 August 2010 issued by Noerbaety Ismail, S.H., M.Kn, Notary in Jakarta, the announcement in State Gazette Republic of
Indonesia and Supplement to State Gazette of Deed of Statement of Shareholders Resolutions No. 01 Dated 2 November 2009 is
currently being processed, WT’s capital structure is as follows:
Authorized Capital : Rp.984,000,000,000 (nine hundred and eighty four billion Rupiah) consisting of
984,000 (nine hundred and eighty four thousand) shares, each share having a
nominal value of Rp.1,000,000,00 (one million Rupiah),
Issued and Paid Up Capital : Rp.254,000,000,000 (two hundred and fifty four billion Rupiah) consisting of 254,000
(two hundred and fifty four thousand) shares,
55
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The shareholder composition of WT, pursuant to Deed of Statement of Shareholders Resolutions No. 21 Dated 30 December
2009 as reinstated in Deed of Statement of Shareholders Resolutions No. 26 dated 29 March 2010, both deeds were made before
Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta, the deed of which has been notified to Minister of Law and Human Rights in
accordance with letter of receipt of notification of change in Company data No.AHU-AH.01.10.14748 dated 16 June 2010 and has
been registered in Corporate Registry Number AHU-0045180.AH.01.09.Year 2010 dated 16 June 2010 and based on Notary
Statement Letter Number 159/SK/NOT/VIII/2010 issued by Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta, the announcement in
State Gazette Republic of Indonesia and Supplement to State Gazette Republic of Indonesia on Deed of Statement of
Shareholders Resolutions Number 26 dated 29 March 2010 is currently being processed, is as follows:
Stock Capital
With Nominal Value of Rp.1,000,000.- (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
984,000 984,000,000,000
- Sugiman Layanto 1,240 1,240,000,000 0.5
- Issuer 252,760 252,760,000,000 99.5
Total Issued and Paid Up Capital 254,000 254,000,000,000 100.00
Shares in Portfolio 730,000 730,000,000,000
Supervision and Management
The compositions of WT’s board of directors and board of commissioners pursuant to Deed of Statement of Shareholders
Resolutions No, 4 Dated 1 July 2010, made before Noerbaety Ismail, S.H. M.Kn, Notary in Jakarta, the deed of which has
obtained evidence of notification from Minister of Law and Human Rights by virtue of Letter No. AHU-AH.01.10-20152 dated
6 August 2010 and has been registered in Corporate Registry No.AHU-0059177.AH.01.09.Year 2010 dated 6 August 2010, are as
follows:
Board of Commissioners
President Commissioner : Darmawan Layanto
Commissioner : H. Sapari
Board of Directors
President Director : Sugiman Layanto
Director : Nely Layanto
Director : Lawrence Gen Hung Lee
Summary of Material Financial Data
The following table displays summary of material financial data from which figures are quoted and calculated based on the
Company’s Financial Statements for the years ended 31 December 2007, 2008 and 2009 and for the 6 (six) month-period ended
30 June 2010, which has been audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto in accordance with the
auditing standards established by IAPI with unqualified opinion.
Balance Sheets
Remarks
2007
31 December
2008 2009
(in thousand Rupiah)
30 June
2010
Current Assets 124,927,269 97,174,291 83,183,927 161,239,547
Non current assets 266,354,768 358,842,128 445,891,762 444,961,718
Total Assets 391,282,037 456,016,419 539,075,687 606,255,265
Short Term Liabilities 91,082,418 72,448,212 98,708,087 136,810,116
Non current liabilities 115,102,379 147,230,131 179,901,204 181,197,598
Equity 185,097,240 236,338,076 260,466,397 288,247,550
Total Liabilities & Equity 391,282,037 456,016,419 539,075,687 606,255,265
56
56

Statements of Income
(in thousand Rupiah)
Remarks
For years ended on 31 December
For the 6 (six)
month-period
ended 30 June
2007 2008 2009 2010
Revenue 261,265,764 256,877,775 309,164,216 215,365,319
Direct and Operating Expenses 216,985,998 211,042,552 264,774,118 186,973,432
Operating Income (Loss) 44,279,767 45,835,223 44,890,097 28,391,887
Net Income (Loss) 36,895,627 50,768,527 65,438,190 27,758,155
Financial Analysis
b. Net income for the year ended 31 December 2009 was Rp.65,438 million, increasing by Rp.14,670 million, or 28,89%, from
2008. The increase in the net income for the year ended 31 December 2009 was mainly caused by the gain from difference
in exchange value – Net amounting to Rp.23,377 million from the loan in US Dollar and profit from sale of shares investment
amounting to Rp.16,487 million generated from transfer of shares of PT Swakarya Mulia Shipping (Perseroan) to RD which
constituted a restructuring step relating to the Public Offering plan.
c. PT Sentosasegara Mulia Shipping (“SMS”)
Brief Summary
SMS was established under the name of “PT SENTOSASEGARA MULIA SHIPPING” pursuant to Deed of Establishment No.96
dated 14 December 1994 made before Lely Roostiati Yudo Paripurno, S.H., Notary in Jakarta, the deed of which was ratified by
Minister of Justice Republic of Indonesia by virtue of Decree No.C2-3.132.HT. 01.01.TH.95 dated 28 February 1995 and
announced in State Gazette Republic of Indonesia No.6 dated 20 January 1998, Supplement No.407.
SMS’ Articles of Associations were lastly amended pursuant to Deed of Statement of Shareholders Resolutions No. 26 dated 24
November 2009 made before Noerbaity Ismail, S.H., M.Kn., Notary in Jakarta, the deed of which has been approved by Minister
of Law and Human Rights by virtue of Decree No AHU-60393.AH.01.02.Year 2009 dated 10 December 2009 and registered in
Corporate Registry No. AHU-0082623.Ah.01.09.Year 2009 dated 10 December 2009.
Such deed amended SMS’s articles of associations in whole and adjusted them to conform to Law Number 40 Year 2007 on
Limited Liability Companies.
Purposes and Objectives
SMS’ purposes and objectives are to engage in the shipping services sector.
Business activities of SMS are as owner and operator of vessels.
Capital Structure
The capital structure of SMS was lastly amended pursuant to Deed of Statement of Shareholders Resolutions No. 26 dated
24 November 2009, made before Noerbaity Ismail, S.H., M.Kn., Notary in Jakarta, the deed of which has been approved by
Minister of Law and Human Rights by virtue of Decree No AHU-60393.AH.01.02.Year 2009 dated 10 December 2009 and
registered in Corporate Registry No. AHU-0082623.AH.01.09.Year 2009 dated10 December 2009, the capital structure of SMS is
as follows:
Authorized Capital : Rp.320,000,000,000 (three hundred and twenty billion Rupiah) which consists of
a. 1,000 (one thousand) shares, each share having a nominal value of
Rp.1,000,000 (one million Rupiah); and
b. 31,900,000 (thirty one million and nine hundred thousand) shares, each share
having a nominal value of Rp.10,000,00 (ten thousand Rupiah);
Issued and Paid Up Capital : a. Rp.1,000,000,000 (one billion Rupiah), each share having a nominal value of
Rp.1,000,000 (one million Rupiah); and
b. Rp.81,399,900,000.00 (eighty one billion three hundred ninety nine million and
nine hundred thousand Rupiah), each share having a nominal value of
Rp.10,000.00 (ten thousand Rupiah);
57
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The current shareholder composition of SMS is as set forth in Deed of Statement of Shareholders Resolutions No. 26 dated 24
November 2009 made before Noerbaity Ismail, S.H., M.Kn., Notary in Jakarta, the deed of which has been approved by Minister
of Law and Human Rights by virtue of Decree No AHU-60393.AH.01.02.Year 2009 dated 10 December 2009 and registered in
Corporate Registry No.AHU-0082623.AH.01.09.Year 2009 dated 10 December 2009, is as follows:
Stock Capital
With Nominal Value of Rp.1,000,000.- (one million Rupiah) and Rp.10,000.- (ten thousand Rupiah) Each Share
Remarks Number of Shares
Authorized Capital
a. Nominal of Rp.1,000,000 (one million Rupiah) Each
Share
b. Nominal of Rp.10,000 (ten thousand Rupiah) Each
Share
58
58
Total Nominal Value
(Rupiah)
1,000 1,000,000,000
31,900,000 319,000,000,000
320,000,000,000
Percentage
(%)
Issued and Paid Up Capital
a. Nominal of Rp.1,000,000 (one million Rupiah) Each
Share
- Johnson Williang Sutjipto 290 290,000,000 0.15
- PT Wintermarjaya Lestari 700 700,000,000 0.35
- PT Wintermar Offshore Marine (formerly PT Swakarya
10 10,000,000
99.51
Mulia Shipping)
Total 1,000 1,000,000,000 100.00
b. Nominal of Rp.10,000 (ten thousand Rupiah) Each
Share
- Johnson Williang Sutjipto 11,450 114,500,000 0.15
- PT Wintermarjaya Lestari 27,650 276,500,000 0.35
- PT Wintermar Offshore Marine (formerly PT Swakarya
8,100,890 81,008,900,000
99.51
Mulia Shipping)
Total 8,139,990 81,399,900,000 100.00
Total Issued and Paid Up Capital
Shares in Portfolio – Nominal of Rp.1,000,000.- - -
Shares in Portfolio – Nominal Rp.10,000.- 23,760,010 237,600,100,000
*Classification of shares into shares with nominal value of Rp.1,000,000.- (one million Rupiah) and Rp.10,000.- (ten thousand Rupiah) does not differentiate the rights and obligations
attached to the shareholders holding such shares.
Management and Supervision
The compositions of SMS’s board of directors and board of commissioners pursuant to Deed of Statement of Shareholders
Resolutions No.2 Dated 1 July 2010, made before Noerbaety Ismail, S.H. M.Kn, Notary in Jakarta, the deed of which has obtained
evidence of notification from Minister of Law and Human Rights by virtue of Letter No. AHU-AH.01.10-18245 dated 20 July 2010
and has been registered in Corporate Registry No.AHU-0054329.AH.01.09.Year 2010 dated 20 July 2010, are as follows:
Board of Commissioners
President Commissioner : Johnson Williang Sutjipto
Commissioner : Nely Layanto
Board of Directors
President Director : Sugiman Layanto
Director : Endo Rasdja
Summary of Material Financial Data
The following table displays summary of material financial data from which figures are quoted and calculated based on the
Company’s Financial Statements for the years ended 31 December 2007, 2008 and 2009 and for the 6 (six) month-period ended
30 June 2010, which has been audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto, in accordance with the
auditing standards established by IAPI, with unqualified opinion.

Balance
Remarks
2007
31 December
2008 2009
(in thousand Rupiah)
30 June
2010
Current Assets 18,104,213 19,584,184 20,707,228 18,684,938
Non current assets 117,350,263 104,521,960 97,993,605 102,049,082
Total Assets 135,454,476 124,106,143 118,700,833 120,734,020
Short Term Liabilities 32,784,534 20,360,583 17,988,963 14,692,550
Non current liabilities 41,583,493 31,222,867 12,773,608 6,371,237
Equity 61,086,449 72,522,693 87,938,260 99,670,234
Total Liabilities & Equity 135,454,475 124,106,143 118,700,833 120,734,020
Statements of Income
59
59
(in thousand Rupiah)
Remarks
For years ended on 31 December
For the 6 (six)
month-period
ended on 30
June
2007 2008 2009 2010
Revenue 42,834,908 47,123,028 43,094,141 24,257,365
Direct and Operating Expenses 14,300,677 19,520,137 25,869,553 11,716,483
Operating Income (Loss) 28,534,231 27,602,891 17,224,588 12,540,882
Net Income (Loss) 19,168,878 9,436,244 15,415,667 11,731,973
Financial Analysis
SMS’ fleet increased in 2007 by two vessels, which were received respectively in the beginning of the year and the fourth quarter.
These vessels were partly in operation during 2007 and in full operation during 2008. These vessels were purchased through
loans starting from 2007. This caused a decrease in annual liabilities.
On 30 June 2010, the total liabilities of SMS was Rp.20,064 million, experiencing a decrease amounting to Rp.9,699 million or
approximately 31.53%. The decrease was due to a payment made on bank loans. As of 31 December 2009, the total liabilities of
SMS amounted to Rp.30,762 million, experiencing a decrease amounting to Rp.20,821 million or approximately 40.36% compared
to 31 December 2008. This decrease was due to a payment made on bank loans. As of 31 December 2008, total liabilities of SMS
amounted to Rp.51,583 million, a decrease of Rp.22,785 million or approximately 30.64% compared to 31 December 2007. This
decrease was due to a payment made on bank loans and payment of other liabilities.
In the year ended 31 December 2008, direct expenses and operating expenses of SMS amounted to Rp.19,520 million or
experiencing an increase amounting to Rp.5,219 million or approximately 36.50%. This increase was because of the increase in
maintenance expenses, crew expenses, vessels operations, and fuel and lubricants due to two new vessels in 2007 and 2008.
In the year ended 31 December 2009, direct expenses and operating expenses of SMS amounted to Rp.25,870 million or
experiencing an increase amounting to Rp.6,349 million or approximately 32.53%. This increase was caused by increase in
salary, vessels operations, fuel and lubricants, and vessels charter.
In the year ended 31 December 2008, net income of SMS amounted to Rp.9,436 million or experiencing a decrease amounting to
Rp.9,732 million or approximately 50.77%. This increase was caused by the increase in direct expenses, operating expenses, and
amortization expenses.
In the year ended 31 December 2009, net income of SMS amounted to Rp.15,416 million or experiencing an increase amounting
to Rp.5,979 million or approximately 63.37%. This increase was caused by payment made on bank loans, thus decreasing interest
expenses, and since SMS’s debts are denominated in US Dollar, profit from difference in exchange value – net, caused by
increase in Rupiah currency to US Dollar currency.
d. PT Arial Niaga Nusantara (“ANN”)
Brief Summary
ANN was established under the name of “PT ARIAL NIAGA NUSANTARA” pursuant to Deed of Establishment No.120 dated
23 April 1997 made before Mrs. Heniwati Ridwan, S.H., Notary in Palembang, the deed of which was ratified by Minister of Justice
Republic of Indonesia by virtue of Decree No.C2-7544.HT.01.01.TH.97 dated 1 August 1997, registered in Company Registration

Office of Palembang City under No.055/BH.06.06/XI/1997 dated 15 November 1997 and announced in State Gazette Republic of
Indonesia No.6 dated 20 January 1998, Supplement to State Gazette No.407.
ANN’s Articles of Associations were lastly amended pursuant to Deed of Statement of Shareholders Resolutions of PT Arial Niaga
Nusantara No. 37 dated 26 November 2009 made before Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta, the deed of which has
been approved by Minister of Law and Human Rights by virtue of Decree No. AHU-09178.AH.01.02 Year 2010 dated 19 February
2010 and registered in Corporate Registry No. AHU-0013575.AH.01.09.Year 2010 dated 19 February 2010.
Purposes and Objectives
ANN’s purposes and objectives are to engage in the shipping services sector.
Business activities of ANN are as owner and operator of vessels and investment holding company.
Capital Structure
The current capital structure of ANN is as set forth in Deed of Statement of Shareholders Resolutions of PT Arial Niaga Nusantara
No. 37 dated 26 November 2009, made before Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta, the deed of which has been
approved by Minister of Law and Human Rights by virtue of Decree No AHU-09178.AH.01.02 Year 2010 dated 19 February 2010
and registered in Corporate Registry No, AHU-0013575.AH.01.09. Year 2010 dated 19 February 2010:
Authorized Capital : Rp.137,000,000,000 (one hundred and thirty seven billion Rupiah) which consists of
1,000 (one thousand) shares, each having a nominal value of Rp.1,000,000 (one
million Rupiah) and 13,600,000 (thirteen million and six hundred thousand) shares,
each having a nominal value of Rp.10,000 (ten thousand Rupiah);
Issued and Paid Up Capital : Rp.1,000,000,000 (one billion Rupiah) which consists of 1,000 (one thousand) shares,
each having a nominal value of Rp.1,000,000 (one million rupiah) and
Rp.33,399,900,000 (thirty three billion three hundred and ninety nine million nine
hundred thousand Rupiah) which consists of 3,339,990 (three million three hundred
and thirty nine thousand nine hundred ninety) shares, each having a nominal value of
Rp.10,000 (ten thousand Rupiah),
Until the date of this Legal Due Diligence Report, ANN’s shareholder composition is as set forth in Deed of Statement of Shareholders
Resolutions of PT Arial Niaga Nusantara No. 37 dated 26 November 2009, made before Noerbaety Ismail, S.H., Notary in
Jakarta, the deed of which has been approved by Minister of Law and Human Rights by virtue of decree No.
AHU-09178.AH.01.02 Year 2010 dated 19 February 2010 and registered in Corporate Registry No. AHU-0013575.AH.01.09.Year
2010 dated 19 February 2010.
Stock Capital
With Nominal Value of Rp.1,000,000.- (one million Rupiah) and Rp.10,000.- (ten thousand Rupiah) Each Share
Remarks Number of Shares
Authorized Capital
a. Nominal of Rp.1,000,000 (one million Rupiah) Each
Share
b. Nominal of Rp.10,000 (ten thousand Rupiah) Each
Share
60
60
Total Nominal Value
(Rupiah)
1,000 1,000,000,000,-
13,600,000 136,000,000,000,-
Percentage
(%)
Total 13,601,000 137,000,000,000,-
Issued and Paid Up Capital
a. Nominal of Rp.1,000,000 (one million Rupiah) Each
Share
- Johnson Williang Sutjipto 790 790,000,000 0.39
- Elly Tety 200 200,000,000 0.10
- Issuer 10 10,000,000 99.51
Total 1,000 1,000,000,000 100.00
b. Nominal of Rp.10,000 (ten thousand Rupiah) Each
Share
- Johnson Williang Sutjipto 12,340 123,400,000 0.39
- Elly Tety 3,120 31,200,000 0.10
- Issuer 3,324,530 33,245,300,000 99.51
Total 3,339,990 33,399,900,000 100.00

Total Issued and Paid Up Capital 3,340,990 34,399,900,000
Shares in Portfolio – Nominal of Rp.1,000,000.- - -
Shares in Portfolio – Nominal Rp.10,000.- 10,260,010 102,600,100,000
**Classification of shares into shares with nominal value of Rp.1,000,000.- (one million Rupiah) and Rp.10,000.- (ten thousand Rupiah) does not differentiate the rights and obligations
attached to the shareholders holding such shares.
Supervision and Management
The compositions of ANN’s board of directors and board of commissioners pursuant to Deed of Statement of Shareholders
Resolutions No.5 Dated 1 July 2010, made before Noerbaety Ismail, S.H. M.Kn, Notary in Jakarta, the deed of which has obtained
evidence of notification from Minister of Law and Human Rights by virtue of Letter No. AHU-AH.01.10-18427 dated 20 July 2010
and has been registered in Corporate Registry No. AHU-0054331.AH.01.09.Year 2010 dated 20 July 2010, ANN’s compositions of
board of directors and board of commissioners are as follows:
Board of Commissioners
President Commissioner : Sugiman Layanto
Commissioner : Elly Tetty
Board of Directors
President Director : Johnson Williang Sutjipto
Director : Nely Layanto
Summary of Material Financial Data
The following table displays summary of material financial data from which figures are quoted and calculated based on the Company’s
Financial Statements for the years ended 31 December 2007, 2008 and 2009 and For the 6 (six) month-period ended 30
June 2010, which has been audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto, in accordance with the
auditing standards established by IAPI, with unqualified opinion.
Balance
Remarks
2007
31 December
2008 2009
(in thousand Rupiah)
30 June
2010
Current Assets 10,306,973 7,965,749 15,461,768 17,590,285
Non current assets 73,381,567 71,649,263 65,893,591 65,614,145
Total Assets 83,688,540 79,615,012 81,355,358 83,204,430
Short Term Liabilities 14,581,060 14,135,402 12,312,394 12,073,509
Non current liabilities 51,052,959 38,252,021 21,649,312 16,378,420
Equity 18,054,521 27,227,589 47,393,651 54,752,501
Total Liabilities & Equity
Statements of Income
83,688,540 79,615,012 81,355,358 83,204,430
(in thousand Rupiah)
For the 6 (six)
Remarks
For years ended on 31 December
month-period
ended on 30
June
2007 2008 2009 2010
Revenue 18,860,030 35,150,642 41,201,697 18,748,219
Direct and Operating Expenses 10,921,866 17,010,678 19,905,864 9,579,030
Operating Income (Loss) 7,938,164 18,139,964 21,295,833 9,169,188
Net Income (Loss) 5,243,490 7,173,068 20,166,163 7,358,850
Financial Analysis
Additional two vessels in 2007, and one new AHT vessel in 2008 and the completion of the newly built vessels. This caused the
increase in revenues in 2008 and 2009. Liabilities experienced a decrease due to payment made annually on principal and
interest.
1) As of 31 December 2009, the total liabilities of ANN amounted to Rp.33,962 million, experiencing a decrease amounting to
Rp.18,426 million or approximately 35.17% compared to 31 December 2008 due to payment made on financing lease debt. Total
equities of ANN also experienced an increase amounting to Rp.20,166 million or approximately 74.06% compared to the year
61
61

ended 31 December 2008 originated from net income. Net income of ANN amounted to Rp.20,166 million, experiencing an
increase of Rp.12,933 million or approximately 181.1%.
2) In the year ended 31 December 2008, the total liabilities decreased from Rp.65,634 million as of 31 December 2007 to
Rp.52,387 million as of 31 December 2008, while total equities of ANN amounted to Rp.27,228 million as of 31 December 2008,
experiencing an increase of Rp.9,173 million, or approximately 50.81%, compared to 31 December 2007, due to net income of
Rp.7,173 million.
The new AHT vessel started its operations in 2008, where the direct expenses and operating expenses of ANN amounted to
Rp.17,011 million, experiencing an increase of Rp.6,090 million or approximately 55,76%. However, due to the increase in income
generated by the increase in revenues from vessels chartering, ANN experienced an increase of Rp.16,290 million or
approximately 86.38% to Rp 35,150 million.
In the year ended 31 December 2008, net income of ANN amounted to Rp.7,173 million, an increase of Rp.1,929 million or
approximately 36.8%.
e. PT Hammar Marine Offshore (“HMO”)
Brief Summary
HMO was established under the name of “PT BALAYAR UTAMA PRATAMA” pursuant to Deed of Establishment No.53 dated
19 December 1996 made before Trisnawati Mulia, S.H., Notary in Jakarta, the deed of which was ratified by Minister of Justice
Republic of Indonesia by virtue of Decree No.C2-6321.HT.01.01.TH.1997 dated 8 July 1997 and registered in North Jakarta
Company Registration Office under No.398/BH.09.01/VIII/1997 dated 27 August 1997.
HMO’s Articles of Associations were lastly amended pursuant to Deed of Statement of Shareholders Resolutions No. 2 dated
2 April 2009 made before Achmad Bajumi, S.H., Notary in North Jakarta, the deed of which has been approved by Minister of Law
and Human Rights by virtue of Decree No. AHU-17822.AH.01.02.Tahun 2009 dated 1 May 2009 and registered in Corporate
Registry No. AHU-0022778.AH.01.09.Year 2009 dated 1 May 2009 and announced in State Gazette Republic of Indonesia No.
52 dated 30 June 2009, Supplement No. 17167. Such deed amended article 1 paragraph (1), article 4, amended HMO’s articles of
associations in whole to conform to Law Number 40 Year 2007 on Limited Liability Companies, and changed HMO’s name to
become ”PT Hammar Marine Offshore”.
Purposes and Objectives
HMO’s purposes and objectives are to engage in the shipping services sector.
Business activities of HMO are as owner and operator of vessels.
Capital Structure
The current capital structure of HMO as lastly amended pursuant to Deed of Statement of Shareholders Resolutions And
Amendment of Articles of Associations No.2 dated 2 April 2009, made before Achmad Bajumi, S.H., Notary in North Jakarta, the
deed of which has been approved by Minister of Law and Human Rights by virtue of Decree No AHU-17822.AH.01.02 Year 2009
dated 1 May 2009 and registered in Corporate Registry No. AHU-0022778.AH.01.02.Year 2009 dated 1 May 2009 and announced
in State Gazette Republic of Indonesia No. 52 dated 30 June 2009, Supplement No. 17167, HMO’s capital structure is as follows:
Authorized Capital : Rp.10,000,000,000,00 (ten billion Rupiah) which consists of 10,000 (ten thousand)
shares, each having a nominal value of Rp.1,000,000 (one million Rupiah);
Issued and Paid Up Capital : Rp.4,000,000,000,00 (four billion Rupiah) which consists of 4,000 (four thousand)
shares,
On the date of this Legal Due Diligence Report, the latest shareholder composition of HMO as set forth in Deed of Statement of
Shareholders Resolutions And Amendment of Articles of Associations No.2 dated 2 April 2009, made before Achmad Bajumi,
S.H., Notary in North Jakarta, the deed of which has been approved by Minister of Law and Human Rights by virtue of Decree No
AHU-17822.AH.01.02 Year 2009 dated 1 May 2009 and registered in Corporate Registry No. AHU-0022778.AH.01.02.Year 2009
dated 1 May 2009 and announced in State Gazette Republic of Indonesia No. 52 dated 30 June 2009, Supplement No. 17167,
is as follows:
62
62

Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
10,000 10,000,000,000
- Issuer 2,400 2,400,000,000 60.00
- PT Hamdok Argokaravi Raya 1,600 1,600,000,000 40.00
Total Issued and Paid Up Capital 4,000 4,000,000,000 100.00
Shares in Portfolio 6,000 6,000,000,000
Supervision and Management
On the date of this Legal Due Diligence Report, the compositions of board of directors and board of commissioners of HMO as set
forth in Deed of Statement of Meeting Resolutions No. 2 dated 2 April 2009 made before Achmad Bajumi, S.H., Notary in Jakarta,
are as follows:
Board of Commissioners
President Commissioner : Haminoto
Commissioner : Nely Layanto
Board of Directors
President Director : Darmawan Layanto
Director : Rio Yovian Haminoto
Summary of Material Financial Data
The following table displays summary of material financial data from which figures are quoted and calculated based on the
Company’s Financial Statements for the years ended 31 December 2007 and 2008 which were not audited and for the year ended
31 December 2009, and for the 6 (six) month-period ended 30 June 2010, which has been audited by Kantor Akuntan Publik
Aryanto, Amir Jusuf, Mawar & Saptoto, in accordance with the auditing standards established by IAPI, with unqualified opinion.
Balance
Remarks
2007
31 December
2008 2009
(in thousand Rupiah)
30 June
2010
Current Assets 260,000 1,050,328 1,031,995 744,330
Non current assets -- 10,102,534 21,382,489 24,122,710
Total Assets 260,000 11,152,862 22,414,484 24,867,040
Short Term Liabilities -- 3,730 282,866 75,515
Non current liabilities -- 7,117,500 16,450,000 18,620,150
Equity 260,000 4,031,632 5,681,618 6,171,375
Total Liabilities & Equity 260,000 11,152,862 22,414,484 24,867,040
Statements of Income
Remarks
For years ended on 31 December
(in thousand Rupiah)
For the 6 (six)
month-period
ended on 30
June
2007 2008 2009 2010
Revenue -- -- -- --
Direct and Operating Expenses -- 20,296 43,593 18,192
Operating Income (Loss) -- (20,296) (43,593) (18,192)
Net Income (Loss) -- 31,632 1,649,986 489,756
63
63

Financial Analysis
HMO has only one vessel under construction, with completion targeted in early 2011. During 2008 and 2009, HMO acquired funds
for vessels construction. These funds originated from loans from shareholders and equities. In 2008 and 2009, based on the
phase of construction of the said vessel, HMO’s “assets in progress” increased, and so did its equities and liabilities.
In 2008, the total assets of HMO amounted to Rp.11,153 million, experiencing an increase of Rp.10,893 million or approximately
4,189.56%, compared to 31 December 2007. This increase was due to the increase in advance payment for vessels
purchase. Meanwhile, in the year ended 31 December 2009, the total assets of HMO increased by Rp.11,292 million or
approximately 100.98%, amounting to Rp 22,414 million compared to 31 December 2008. This increase was due to the increase
in advance payment for vessels purchase.
As of 31 December 2008, the total liabilities of HMO amounted to Rp.7,121 million experiencing an increase of Rp.7,121 million.
This increase was due to related parties debts. In the year ended 31 December 2009, the total liabilities of HMO increased by
Rp.9,611 million, or approximately 134.97%, to Rp.16,733 million compared to the year ended 31 December 2008. This increase
was due to the increase in related parties debt.
As of 31 December 2008, total equities of HMO amounted to Rp.4,032 million, an increase of Rp.3,772 million, or approximately
1,450.63%, compared to the year ended 31 December 2007. This increase was due to the capital deposit paid in advance.
As of 31 December 2009, the total equities of HMO was in the amount of Rp.5,682 million, an increase of Rp.1,650 million, or
approximately 40.93%, compared to the year ended 31 December 2008. This increase was due to the increase in cumulative
profit during the development phase.
f. PT PSV Indonesia
Brief Summary
PSV was established under the name of “PT PSV INDONESIA” pursuant to Deed of Establishment No.18 dated 10 February 2010
made before Achmad Bajumi, S.H., Notary in Jakarta, the deed of which was ratified by Minister of Law and Human Rights Republic
of Indonesia by virtue of Decree No. AHU-10377.AH.01.01.Year 2010 dated 25 February 2010 and registered in Corporate
Registry No. AHU-0015283.AH.01.09.Year 2010 dated 25 February 2010.
Pursuant to Notary Statement Letter No. 94/N/AB/KET/II/2010 dated 24 February 2010 issued by Achmad Bajumi, S.H.,M.H.,
Notary in Jakarta, the announcement in State Gazette Republic of Indonesia and Supplement to State Gazette of Deed of Establishment
No. 18 dated 10 February 2010 is currently being processed.
Purposes and Objectives
PSV’s purposes and objectives are to engage in the shipping services sector.
Business activities of PSV are as owner and operator of vessels.
Capital Structure
PSV’s capital structure pursuant to Deed of Establishment No.18 dated 10 February 2010 made before Achmad Bajumi, S.H.,
Notary in Jakarta, which was ratified by Minister of Law and Human Rights Republic of Indonesia by virtue of Decree No.
AHU-10377.AH.01.01.Year 2010 dated 25 February 2010 and registered in Corporate Registry No. AHU-0015283.AH.01.09.Year
2010 dated 25 February 2010, is as follows:
Authorized Capital : Rp.50,000,000,000 (fifty billion Rupiah) which consists of 50,000 (fifty thousand)
shares, each having a nominal value of Rp.1,000,000 (one million Rupiah);
Issued and Paid Up Capital : Rp.20,000,000,000 (twenty billion Rupiah) which consists of 20,000 (twenty thousand)
shares,
PSV’s shareholder composition pursuant Deed of Establishment No.18 dated 10 February 2010 made before Achmad Bajumi,
S.H., Notary in Jakarta, which was ratified by Minister of Law and Human Rights Republic of Indonesia by virtue of Decree No.
AHU-10377.AH.01.01.Year 2010 dated 25 February 2010 and registered in Corporate Registry No. AHU-0015283.AH.01.09.Year
2010 dated 25 February 2010, is as follows:
64
64

Stock Capital
With Nominal Value of Rp.1,000,000 (one million Rupiah) Each Share
Remarks Number of Shares
Total Nominal Value
(Rupiah)
Percentage
(%)
Authorized Capital
Issued and Paid Up Capital
50,000 50,000,000,000
- Issuer 10,200 10,200,000,000 51.00
- PT Meratus Line 9,000 9,000,000,000 45.00
- PT Edenvale 800 800,000,000 4.00
Total Issued and Paid Up Capital 20,000 20,000,000,000 100.00
Shares in Portfolio 30,000 30,000,000,000
Management and Supervision
The compositions of board of directors and board of commissioners of PSV pursuant to Deed of Establishment No.18 dated 10
February 2010 made before Achmad Bajumi, S.H., Notary in Jakarta, which was ratified by Minister of Law and Human Rights
Republic of Indonesia by virtue of Decree No. AHU-10377.AH.01.01.Year 2010 dated 25 February 2010 and registered in
Corporate Registry No. AHU-0015283.AH.01.09.Year 2010 dated 25 February 2010, are as follows:
Board of Commissioners
President Commissioner : Frank Menaro
Commissioner : Darmawan Layanto
Board of Directors
President Director : Sugiman (Sugiman Layanto)
Director : Charles Menaro
Summary of Material Financial Data
The following table displays summary of material financial data from which figures are quoted and calculated based on the
Company’s Financial Statements as of 30 June 2010 and for the period of 10 February 2010 (date of establishment) until 30 June
2010, which was audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto, in accordance with the auditing
standards established by IAPI, with unqualified opinion.
Balance Sheet
Remarks
2007
31 December
2008 2009
(in thousand Rupiah)
30 June
2010
Current Assets -- -- -- 28,179,231
Non current assets -- -- -- 451,654,466
Total Assets -- -- -- 479,833,697
Short Term Liabilities -- -- -- 67,446,512
Non current liabilities -- -- -- 376,926,834
Equity -- -- -- 35,460,351
Total Liabilities & Equity -- -- -- 479,833,697
Statements of Income
Remarks
For years ended on 31 December
(in thousand Rupiah)
For the 6 (six)
month-period
ended on 30
June
2007 2008 2009 2010
Revenue - - - 31,953,745
Direct and Operating Expenses - - - 14,549,549
Operating Income (Loss) - - - 17,404,195
Net Income (Loss) - - - 15,460,350
65
65

g. Abbeypure Pte Ltd
Brief Summary
ABP is a company which was established in Singapore on 30 March 2010. On 28 June 2010, the Issuer purchased 100% or
20,500,000 shares in ABP owned by Seacoral Maritime Pte Ltd, a related party of the Issuer.
Purposes and Objectives
ABP’s purposes and objectives are to operate as an investment holding company.
Business activities of ABP are as owner and operator of vessels and investment holding company.
Capital Structure
On 23 August 2010, the capital structure and shareholder composition of Abbeypure Pte Ltd were as follows:
Descriptions
Nominal Value of 1 SGD per share
Number of Shares (Shares) Total Nominal Value (SGD) Percentage (%)
Authorized Capital
Issued and Paid Up Capital
20,500,000 20,500,000
PT Wintermar Offshore Marine
20,500,000 20,500,000 100
Total 20,500,000 20,500,000 100
Shares in Portfolio - - -
Supervision and Management
Director : Sugiman Layanto
Secretary : Venkiteswaran Hariharan
Secretary : Yung Shing Jit
Summary of Material Financial Data
Balance Sheet
Remarks
2007
31 December
2008 2009
(in SGD)
30 June
2010
Current Assets -- -- -- -
Non current assets -- -- -- 20,500,000
Total Assets -- -- -- 20,500,000
Short Term Liabilities -- -- -- 12,000
Non current liabilities -- -- -- -
Equity -- -- -- 20,448,000
Total Liabilities & Equity -- -- -- 20,500,000
Statements of Income
Remarks
For years ended on 31 December
(in SGD)
For the 6 (six)
month-period
ended on 30
June
2007 2008 2009 2010
Revenue - - - -
Operating Expenses - - - 12,000
Loss on Operations - - - (12,000)
Net Loss - - - (12,000)
9. Insurances
Until the issuance of this Prospectus, the Company and its Subsidiaries have insured most of its assets, including buildings, vehicles
in sufficient amount against risks which may be faced by the Company and its Subsidiaries, with Indonesian insurance
66
66

companies, namely PT Asuransi Central Asia, PT Asuransi Wahana Tata, PT Asuransi Indrapura, PT Asuransi Sinar Mas, PT
Panin Insurance, PT Asuransi Tripakarta. The Company believes that the value of insurance coverage as of 30 June 2010, with a
total amount of Rp.22,290 million, is sufficient. The above-mentioned insurance companies are not affiliated to the Company.
All vessels owned by the Company as of 30 June 2010 have been insured by appointing L.C.H. (S) Pte Ltd Insurance Brokers and
Consultants in the total insured amount of US$126,277,639. The Company believes that the total insured amount of USD
126,277,639 is sufficient, the types of vessel insurances are, among others, as follows:
a. Loss or damage due to sea piracy
b. Hull, Materials & Machinery Outfits Etc And Everything Connected Therewith
c. Increased Value and/or disbursement including excess liabilities
d. War Risks Insurance
e. Protection & Indemnity Risk
10. Information On Assets of the Company
The following is the list of namels of vessels owned and operated by the Company and its Subsidiaries at the time of issuance of
this Prospectus:
No Name of Vessel Type of Vessel
Year of Construction
Power (HP) /
Size (dwt)
Acquisition
Year
Owner Flag
1 SMS Express Crew Boat 1986 2 x 1800 2008 WIN Indonesia
2 SMS Prima Crew Boat 1986 2 x 1800 2008 WIN Indonesia
3 Petro Maju Landing Craft 1997 2 x 380 2005 WIN Indonesia
4 SMS Mulia Landing Craft 2009 2 x 600 2009 WIN Indonesia
5 SMS Swakarya Landing Craft 1997 2 x 500 1998 WIN Indonesia
6 SMS Tangguh Landing Craft 2006 2 x 600 2007 WIN Indonesia
7 OB SMS 3000 Oil Barge 2000 2.800 dwt 2001 WIN Indonesia
8 OB SMS 3002 Oil Barge 2002 2.800 dwt 2003 WIN Indonesia
9 OB SMS 3003 Oil Barge 2005 2.800 dwt 2005 WIN Indonesia
10 SMS Sakti Tug Boat 2001 2 x 818 2005 WIN Indonesia
11 STG 168 Tug Boat 2001 2 x 818 2008 WIN Indonesia
12 SMS Transporter Accomodation Work Vessel 1997 2 X 945 1999 WT Indonesia
13 GESIT Crew Boat 1982 3 x 510 2004 WT Indonesia
14 Pesat Crew Boat 1991 2 x 510 2004 WT Indonesia
15 Petir Crew Boat 1991 2 x 510 2004 WT Indonesia
16 Prisai Fast Utility Vessel 2005 3 x 1400 2006 WT Indonesia
17 SMS Able Fast Utility Vessel 2008 3 x 1400 2009 WT Panama
18 SMS Abel Fast Utility Vessel 2007 3 x 1400 2008 WT Indonesia
19 SMS JOL Fast Utility Vessel 2006 3 x 1400 2006 WT Indonesia
20 SMS Vincent Fast Utility Vessel 2007 3 x 1400 2007 WT Indonesia
21 Dawai II Flat Top Barge 1996 900 dwt 2004 WT Indonesia
22 SMS 233 Flat Top Barge 2002 3.715 dwt 2009 WT Indonesia
23 SMS 3001 Flat Top Barge 2005 8.000 dwt 2009 WT Indonesia
24 SMS 303 Flat Top Barge 2005 7.576 dwt 2006 WT Indonesia
25 OB SMS 90 Oil Barge 1997 900 dwt 1998 WT Indonesia
26 Satria Satu Oil Tanker 1998 2 x 800 2008 WT Indonesia
27 Dwiprima 1 Tug Boat 1997 2 x 350 2000 WT Indonesia
28 SDS 24* Tug Boat 2001 2 x 640 2001 WT Indonesia
29 SDS 32 Tug Boat 2002 2 x 818 2007 WT Indonesia
30 SDS 38 Tug Boat 2004 2 x 400 2005 WT Indonesia
31 SDS 40 Tug Boat 2004 2 x 400 2005 WT Indonesia
32 SDS 42 Tug Boat 2004 2 x 500 2005 WT Indonesia
33 SDS 44 Tug Boat 2005 2 x 1016 2005 WT Indonesia
34 SDS 46 Tug Boat 2005 2 x 1018 2006 WT Indonesia
35 SDS 48 Tug Boat 2005 2 x 1018 2006 WT Indonesia
36 SDS 50 Tug Boat 2006 2 x 829 2007 WT Indonesia
37 ES Taurus Utility Vessel 1997 2 x 640 2001 WT Indonesia
38 SMS Voyager Utility Vessel 2008 2 x 1400 2009 WT Indonesia
39 Bintang Natuna Anchor Handling Tug 2005 2 x 2000 2007 SMS Indonesia
40 Petro Perkasa Anchor Handling Tug 1996 2 x 2300 2005 SMS Indonesia
41 Wei Gang Tuo 10 Azimuth Stern Drive Tug 2000 2 x 2000 2006 SMS Indonesia
42 SMS 1808 Flat Top Barge 2002 1.500 dwt 2002 SMS Indonesia
43 SMS 1805 Oil Barge 1999 1.800 dwt 1999 SMS Indonesia
44 SMS 1806 Oil Barge 1999 1.800 dwt 1999 SMS Indonesia
45 SDS 28 Tug Boat 2001 2 x 640 2001 SMS Indonesia
46 SMS Frontier Utility Vessel 2006 2 x 829 2007 SMS Indonesia
47 Bintang Sebatik Anchor Handling Tug 2007 2 x 1750 2008 ANN Indonesia
48 SMS 2302 Flat Top Barge 2001 3.715,8 dwt 1999 ANN Indonesia
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No Name of Vessel Type of Vessel
Year of Construction
Power (HP) /
Size (dwt)
Acquisition
Year
Owner Flag
49 Petro Nusantara Flat Top Barge 1996 1.600 dwt 2005 ANN Indonesia
50 Petro Badak Oil Barge 1992 5.700 dwt 2007 ANN Indonesia
51 SMS Arial Tug Boat 1999 2 x 350 2007 ANN Indonesia
52 Niagara 1801 Flat Top Barge 1997 1.500 dwt 1999 ANN Indonesia
53 Niagara 1803* Flat Top Barge 1997 1.500 dwt 2001 ANN Indonesia
54 WM Makassar Platform Supply Vessel 2010 2 x 3156 2010 PSV Indonesia
55 WM Sulawesi Platform Supply Vessel 2003 2 x 2725 2010 PSV Indonesia
56 SMS Rainbow Fast Utility Vessel 2010 3 X 1400 2010 WT Indonesia
57 SMS Assurance Anchor Handling Tug 2010 2 x 2000 2010 WT Indonesia
58 SMS Discovery Diving Support Vessel 2010 2 x 1400 2010 SMS Indonesia
59 SMS 250 Heavy Load Barge 2010 4.000 dwt 2010 SMS Indonesia
60 SMS Vanda Tug Boat 2009 2 x 1600 2010 SMS Indonesia
61 SMS Spectrum Fast Utility Vessel 2010 3 X 1400 2010 ABP Panama
*Vessels have been sold after 30 June 2010 and have not been received by the buyer, nor the purchase price paid in full.
Note :
WIN = PT Wintermar Offshore Marine Tbk
WT = PT Wintermar
SMS = PT Sentosasegara Mulia Shipping
ANN = PT Arial Niaga Nusantara
HMO = PT Hammar Marine Offshore
PSV = PT PSV Indonesia
The following is the list of vessels of the Company received and about to be received by the Company during the period from 1
July 2010 to the date this Prospectus is issued, namely:
No Name of Vessel Type of Vessel
Year of Construction
Power (HP) /
Size (dwt)
Acquisition
Year
Owner Flag
1 Seacove Knight Anchor Handling Tug 2010 2 X 2600 2010 WT Indonesia
2 Jenny (HW07) Utility Vessel 2010 2 x 1400 2010 HMO Indonesia
3 SMS Vision Fast Utility Vessel 2010 3 X 1400 2010 WT Indonesia
*Vessels have been received by the company since the publication of this propectus
Whereas, the land plots, buildings, facilities and infrastructures owned and possessed by the Company as of 30 June 2010 are,
among others, as follows:
Location Land Area (square Ownership Validity Period
meters)
Jl, Kebayoran Lama No, 155, West
270 Possessed by the Company pur- 1 November 2008 until
Jakarta
suant to Lease Agreement dated 31
October 2008, privately-drawn
31 October 2013
Jl, Alaydrus No, 2, Petojo Utara District,
267 Owned by PT Wintermar. Right to 28 July 2035
Gambir Sub-district, Central Jakarta
Build Certificate (SHGB) No, 3882
issued by Head of Land Affairs Central
Jakarta
Jl, H, Muhajar, Sukabumi Selatan District,
512 Owned by PT Wintermar. Right to 27 April 2017
Kebon Jeruk Sub-district, West Jakarta
Build Certificate (SHGB) No, 513,
issued by Head of Land Affairs West
Jakarta dated 28 April 1997
Jl, H, Muhajar No, 45, Sukabumi Sela-
578 Owned by PT Wintermar. Right to 17 October 2019
tan District, Kebon Jeruk Sub-district,
Build Certificate (SHGB) No, 1300
West Jakarta
dated 18 October 1999
11. Material Agreements With Third Parties
In performing its business activities, the Issuer and Subsidiaries have entered into vessel charter agreements with other third
parties, where such contracts are continuous contracts and/or transactions. Based on the procedures and requirements stated by
BP Migas, all contracts obtained are based on tenders with determined certain period of time. The contracts in question are as
follows:
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a. Vessel Charter
1. Platform Supply Vessel Service Contract No, 1108383 dated 23 February 2010, privately-drawn by and Anadorki Popodi
Ltd; ConocoPhilips (Kuma) Ltd; Eni Bukat Limited; Marathon International Petroleum Indonesia Limited; Statoil
Indonesia Karama AS; Talisman (Sageri) Ltd jointly referred to as “Consortium” and PT Wintermar as “Contractor”, with
the following terms and conditions:
Contract value : US$57,957,800 (fifty seven million nine hundred and fifty seven thousand eight hundred United
States dollars)
Charter object : WM Makassar and WM Sulawesi Vessels
Term : This contract is in full force and effective from 23 February 2010 until the latter of {i} 693, 25 days
after the Date of Handover as stated by the Primary Operator in the Working Order to handover
vessels or {ii} demobilization of Drilling Unit, but no later than 1 May 2014
Rights and obligations: 1. The Consortium is responsible in providing fuel, agency fee, and docking and mooring fee for
vessels.
2. The Contractor is responsible for manning of the vessel, vessel maintenance, and vessel
insurance.
3. Contractor is entitled to postpone operations on a situation where if such Job is continued it
shall endanger lives or assets or if such postponement is unnecessary for health or
environmental reasons, the Contractor is required to provide a detailed explanation in writing
to the Company concerning the postpone implemented by the Contractor.
4. Each party in this matter agrees to protect, defend, release, indemnify, and free the Other
Parties from each and all claims suffered, which are related to {i} personal injuries (including
diseases, physical injuries, or death) from Third Parties and/or {ii} losses, damages, or
desctruction of third parties’ assets as long as such injuries or damage to assets are due to
negligence or significant negligence / intentional error in action from the party providing
indemnification.
2. Marine vessel service agreement Number: 13975720, dated 27 April 2008, entered into by and between ConocoPhillips
Indonesia Inc, Ltd, (hereinafter referred to as First Party or Company/Chartering Party) and PT WINTERMAR (hereinafter
referred to as Second Party or Contractor/Owner),
Contract Value : US$12,286,447.50 (twelve million two hundred and eighty six thousand four hundred and forty
seven United States dollars and fifty cents)
Contract Object : CB Pesat, CB Petir, and SMS Express
Term : Valid until 26 April 2011
Hak dan
Kewajiban : 1. The owner, at its own expenses, provides all equipments, materials, and lubricant oil needed for
the operations of the vessels as contained in attachment C, except for clean water which shall
be provided by Charterer at no cost.
2. The Owner shall conduct maintenance, provide spare parts, and conduct repairs without
withdrawing the vessels as contained in attached C from operations.
3. The Chartere shall provide fuel to support the operating activities of vessels ontained in
attachment C.
4. The Charterer shall provide an opportunity for the Owner to conduct vessel maintenance at
least one day per month and such opportunity cannot be accumulated in the following months.
Extension : The Issuer has a one sided right to extend the period of contract based on the same
requirements and stipulations for additional 1 month, respectively.
3. Contractor Agreement No,6768-OK dated 31 August 2007 which has been amended on 1 November 2008,
privately-drawn, by and between PT Chevron Pacific Indonesia, as Lessee and WT as Owner (hereinafter referred to as
“Contractor Agreement”), with the following terms and conditions:
Contract Value : Based on Article 21 of the Agreement, Total Contract Value is in the amount of US$4,013,880.00
And Rp.3,141,000,000
Contract Object : Provision of vessels which consists of:
o Landing Craft Tug (LCT)
o Tug Boat
Term : 5 years since 1 August 2008
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Rights and Obligations : 1. The charterer is responsible in providing fuel, agency fee, and docking and mooring for the
vessel.
2. The Owner is responsible in manning of the vessel, vessel maintenance, and vessel
insurance.
3. The Charterer shall defend and indemnify the owner from all legal impact and responsibilities
occurring due to the signing by the captain, officer, or owner agent, as directed by the
Charterer, on the non-negotiable cargo documents or other non-negotiable documents that
are not in accordance with this charter contract.
4. One of the Owner’s Vessel Officers (captain or First Mate) shall have Exemption Pilot issued
by Port Authority Singapore. The cost arising from arrangement of such Exemption Pilot shall
be borne by the Owner.
5 .The Owner shall defend and indemnify the borne from and towards all claims and
responsibilities for the loss of or damaged assets occurring due to pollution or contamination
originated from the surface of the sea, below the sea, or surface of land from any good
whatsoever under the supervisory of the Owner or sub-owner and the controlling and cleaning
costs related.
6. The Owner does not have the right to confiscate, nor the authority to establish a right to
confiscate, which benefits third parties, in relation to assets owned by the Charterer that are
on board the vessel, including cargoes and fuel. The Woner must immediately release or
guarantee, or otherwise provide security towards all confiscation and confiscation on vessels,
and shall protect and release the Charterer from each and all claims, prosecutions, losses,
costs, legal responsibilities, and expenses occurring directly and indirectly from such right to
confiscate or confiscation.
Extension : The Charterer may choose to extend the term of this contract directly for additional 1 month
by informing the Owner within a period of 7 days prior to the expiration of the contract.
4. Rental of One Unit of Interplatform Boat Contract No. 332002665 dated 22 October 2010 privately-drawn by and
between CNOOC SES Ltd as Company and PT Wintermar as Contractor, without a clause for extension of contract,
with the following terms and conditions:
Contract Value : US$1,460,000 (one million four hundred and sixty thousand United States dollars)
Contract Object : SMS Rainbow Vessel
Term : valid until 21 October 2011
Rights and Obligations:
Obligations of Contractor
A. Vessels
During the term of contract, the Company is fully entitled to the usage and utilization of services
of the said vessel. The Contractor, during the term of contract, at its own costs, shall provide,
man, supply, and operate the vessel, which is in a condition that is good, tough, strong,
well-handled, equipped with good and sufficient tools and equipments (including but not limited
to all equipments as described in Exhibit “A1”).
1. Primary Services
The vessel must be able to be used lawfully to transport manpower and cargoes necessary
in the Company’s operational activities.
2. Vessel special equipment
The following is vessel special equipments that must be available during the term of
contract.
a. Vessel Navigator
The Company shall install a “Vessel Navigator System” on board the vessel. The
Contractor shall provide access to install the “vessel navigator” equipment and the
electricity power needed to operate the said “vessel navigator”.
The Company shall uninstall the “vessel navigator” when based on the consideration by
the Company, such equipment is no longer necessary or at the time the contract
expires.
b. Radio Trunking
The Company shall provide a ”Radio Trunking” as a means of communication with the
representative of the Company on duty if necessary. The radio equipment shall be
installed in accordance with the Company’s frequency and system. The Company shall
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install the said radio on board the vessel at the beginning of the contract, and the
Company shall uninstall it at the time the contract expires.
If the Radio Trunking or parts of the radio trunking are damaged or missing, the
Contractor must notify the Company for further investigation or to replace it with a same
unit at its own cost.
Obligations of the Company
A. Goods Handling Equipment
The Company shall provide all ropes, slings, and special runners that are really used to load
and unload goods.
B. Diesel Oil and Clean Water
The Company shall provide fuel (diesel) and clean water in relation to utilization of vessels by
the Company. The Contractor must make thorough notes on fuel on board the vessel and must
be responsible for the actions of or by the captain and crew in relation to fuel and or clean water
provided for the vessel by the Company, including but not limited to theft or embezzlement of
such materials. The said theft or embezzlement by the captain, crew, or other personnels of the
Contractor shall grant the Company the right to, at its own will, terminate this contract, will shall
be valid since the said notification to the Contractor.
C. Unplanned Inspection (Sidak)
The Company shall periodically conduct unplanned inspection on board the vessel to confirm
the facts on the report.
Extension : Extension of contract may be conducted up to 2 years.
5. Charter Party Agreement For Offshore Security Patrolling Boat privately-drawn on 1 February 2009, entered into by and
between KEI-RSOS Maritime Limited, (hereinafter referred to as “First Party” or Charterer) and PT WINTERMAR
(hereinafter referred to as “Second Party” or Owner)
Contract Value : US$4,818,000 (four million eight hundred and eighteen thousand United States dollars)
Contract Object : Lease of SMS Able Vessel
Term : for 3 years, valid from 1 February 2009 to 1 February 2013 dan may be extended for another
2 (two) years with 7 (seven) day prior notification.
Rights and Obligations: Obligations of Second Party / Owner
The Owner is required to prepare and pay for all salaries and expenses of Workers and Captain
and crew, all maintenance and repair of vessel’s hold, vessel’s machines and equipments
stated in Attachment A.
Obligations of First Party / Charterer
As long as the vessel is still being chartered, the Charterer must provide and pay for all oil,
lubricants, water, fire distinguisher, dispersance, and transport, docking fee, tugboat fee, and
crew of vessels, and canal guard (whether forced or not) causing charter (unless it is related to
the business of the owner), and miscellaneous costs as stated in article 8 (a)
Charterer must pay for all obligations that constitute customary, all permits, import obligations
(including costs that cover the determination of significant obligations, whether permanent or
temporary), and clearance costs, whether for vessel and or equipments, arising on the
Charterer’s side.
6. Platform Supply Vessel Service Contract No,1108474 dated 23 February 2010, privately-drawn by and between WT
(“Company”) and Anadarki Popodi Ltd; ConocoPhilips (Kuma) Ltd; Eni Bukat Limited; Marathon International Petroleum
Indonesia Limited; Statoil Indonesia Karama AS; Talisman (Sageri) Ltd hereinafter jointly referred to as “Consortium”,
without a clause on extension of contract, with the following terms and conditions:
Contract Value : US$16,698,750 (sixteen million six hundred and ninety eight thousand seven hundred fifty
United States Dollars)
Object : FOS Orion
Term : 17 January 2012.
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Rights and Obligations : 1. The Consortium is responsible for providing fuel, agency fee, and docing and mooring for
vessel.
2. The Contractor is responsible for manning of the vessel, maintenance of vessel, and vessel
insurance.
3. The Contractor is entitled to postpone operations on a situation where if such Job is
continued it shall endanger lives or assets or if such postponement is unnecessary for
health or environmental reasons, the Contractor is required to provide a detailed
explanation in writing to the Company concerning the postpone implemented by the
Contractor.
7. International Time Charter Agreement C-AINC-2010-025, this contract is valid from 19 May 2010, entered into by and
between PT WINTERMAR, (hereinafter referred to as “First Party” or “Owner”) and Anadarko Indonesia Nunukan
Company, (hereinafter referred to as “Second Party” or “Charterer”),
Contract Value : US$434,300 (four hundred and thirty four thousand three hundred United States dollars)
Contract Object : SMS Vincent
Purposes : Provision of Services in regard to lease of Vessel from First Party to Second Party
Term :Valid since 19 May 2010 until the time as adjusted with a working order based on article 202 of
this agreement.
Rights and Obligations : Obligations of First Party
The Owner is required to provide and pay for all crew of the owner and all regulations, salaries,
and expenses related to it. The Owner is required to pay for all maintenance, repair, and
insurance expenses of the Owner’s goods.
Obligations of the Second Party
The Charterer shall provide and arrange all stipulations on types of goods for the charterer’s
account as arranged in Schedul A, Summary of Responsibilities of Owner and Charterer,
concerning the working regulations of this agreement. All permits, clearance fee, canal fee,
dock, security officers, and cargo tank cleaners, and oil spillage are the responsibilities of the
charterer.
8. Contract For Provision of Utility Vessel Services No, 91010087-OS dated 25 July 2009 privately-drawn with sufficient
stamp duty, entered into by and between Star Energy (Kakap) Ltd (“Company”) as Operator and Issuer as Contractor,
with the following terms and conditions:
Contract Value : US$3,252,150.00 (three million two hundred and fifty two thousand and one hundred fifty
United States dollars)
Purpose of Agreement : The Company has operational activities in Indonesian shores and requires vessel service
es from Contractor for such operational activities,
, Type of Vessel : SMS Voyager
Term : 24 July 2013
Rights and Obligations : Obligations of First Party
When the vessel is chartered by the Company, the Company shall provide and pay for
fuel, water, docking fee, lamp fee, manning (whether or not obligatory), canal driver,
launching rental (unless it arises in relation to the business of the Contractor), pulling
assistance, canal, dock, tonnage gee at the handover dock and returning dock, loading
and unloading of cargoes when the vessel is at the dock, important baggage, supporting
mast, and supporting equipments to secure the cargo deck and agency fee and
commission arising only on the Company’s business.
Obligations of Second Party
The Contractor shall handover the Vessel to the Company on the starting date at the
appointed dock or on other date as may be directed by the Company.
The Contractor is responsible for the manning and maintenance of the vessel.
Extension : Should the Issuer exercise its option and should the operational activities on the sector of
work not be completed within the “preliminary term”, therefore the contract shall continue
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until the completion of operational activities on the said sector of work, with the total value
of contract increased daily during the said period of time up until the days exceeding
the said “preliminary term”.
9. Whereas WT was appointed by Chevron Indonesia Company to act as a Contractor in relation to the execution of
Charter Contracts based on the following Letters of Appointment:
a. Letter of Appointment No. 2910/JKT/2010dated 27 October , with the following terms and conditions:
Contract Value : USD 763,750 (seven hundred sixty three thousand seven hundred fifty US Dollar)
Charter Object : 1 unit AHTS Jaya Seal or Jaya Anchor
Term : Effective from 28 October 2010 and shall remain effective until at least 1 (one)
month after the date of expiration of the Agreement or 25 January 2011.
b. Letter of Appointment No. 2908/JKT/2010 dated 27 October 2010 with the following terms and conditions:
Contract Value : USD 1,407,550 (one million four hundred seven thousand five hundred fifty US
Dollar)
Charter Object : 1 unit AHTS Era Mera Putih
Term : Effective from 28 October 2010 and shall remain effective until at least 1 (one)
month after the date of expiration of the Agreement or 22 March 2011.
c. Letter of Appointment No. 2909/JKT/2010 dated 27 October 2010, with the following terms and conditions:
Contract Value : USD 1,254,000 (one million two hundred fifty four thousand US Dollar)
Charter Object : 1 unit AHTS Era Indonesia
Term : Effective from 28 October 2010 and shall remain effective until at least 1 (one)
month after the date of expiration of the Agreement or 14 March 2011
d. Letter of Appointment No. 2911/JKT/2010 dated 27 October 2010, with the following terms and conditions:
Contract Value : USD 2,168,700 (two million one hundred sixty eight thousand seven hundred US
Dollar)
Charter Object : 1 unit AHTS TUB Bintang Sebatik
Term : Effective from 28 October 2010 and shall remain effective until at least 1 (one)
month after the date of expiration of the Agreement or 17 February 2012
e. Letter of Appointment No. 2912/JKT/2010 dated 27 October 2010, with the following terms and conditions:
Contract Value : USD 644,000 (six hundred forty four thousand US Dollar)
Charter Object : 1 unit SMS Abel
Term : Effective from 28 October 2010 and shall remain effective until at least 1 (one)
month after the date of expiration of the Agreement or 28 February 2011.
b. Loan facility agreements granted to the Company are, among others:
Creditor Agreement Facility Amount Maturity Use of Proceeds
PT Deed of Loan Agreement Number 39 US$995,000,00 (nine 48 (forty Vessel investment
Bank dated 16 June 2009 made before hundred and ninety eight) months
UOB Sulistyaningsih, S.H., Notary in Jakarta five thousand United
Buana
Tbk
Stated dollars)
Deed of Loan Agreement No, 40 dated US$517,000.00 (five 48 (forty Vessel investment
16 June 2009 made before hundred seventeen eight) months
Sulistyaningsih, S.H., Notary in Jakarta thousand US dollars)
Deed of Loan Agreement No, 41 dated
16 June 2009 made before
Sulistyaningsih, S.H., Notary in Jakarta
Rp.5,500,000,000,00
(five billion and five
hundred million Rupiah)
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60 (sixty)
months
Office construction
Whereas in regard to the Issuer’s plan to conduct the Initial Public Offering of Shares, the Issuer has requested for an
approval to restrictions in Loan Agreement with PT Bank UOB Buana Tbk (“Bank”) pursuant to its letter
No.3947/A.06/IX/2009 dated 18 September 2009 and Letter No. 3318?A.20/X/2010 dated 12 October 2010 concerning the

estrictions, including, but not limited to, changes in management and changes in the shares ownership within the Issuer in
relation to the Initial Public Offering of Shares and and has obtained the Bank’s approval pursuant to Letter No,
10/SME-GRN/015 dated 25 January 2010 and Letter No. 296/GRN/Comm/2010 dated 15 October 2010..
c. Loan facilities Agreement, where the Issuer is the Guarantor:
Until the date of issuance of this Prospectus, the Issuer has been assuming the position of a Guarantor in the Facility
Agreement dated 22 March 2010, as amended by Supplemental Letter dated 9 November 2010, executed by PSV with
Oversea-Chinese Banking Corporation Limited as the Arranger and Facility Agent; and PT Bank OCBC NISP Tbk as the
Security Agent, wherein PSV, which is the subsidiary of the Issuer, acquired a loan consisting of:
1. Facility A Commitment : US$21,720,000
i. Oversea-Chinese Banking Corporation Limited : US$7,240,000
ii. PT Bank OCBC Indonesia. : US$7,240,000
iii. PT Bank OCBC NISP Tbk. : US$7,240,000
2. Facility B Commitment : US$18,000,000
i. Oversea-Chinese Banking Corporation Limited : US$6,000,000
ii. PT Bank OCBC Indonesia. : US$6,000,000
iii. PT Bank OCBC NISP Tbk. : US$6,000,000
3. Corporate Guarantor : The Company, SEN, Meratus, and WT.
4. Corporate Guarantee : Each Corporate Guarantor shall guarantee in proportion to the Proportion of Corporate
Guarantee based on respective ownership.
d. Sale and Purchase
1. PT Wintermar (“Seller”) has sold one of its vessels, by the name of SDS 24, to PT Pelayaran INDX Lines (“Buyer”) based
on a Memorandum of Agreement dated 21 October 2010, with the following terms and conditions:
Selling Price : USD 500.000 (five hundred thousand US Dollar), with the following stipulations:
The buyer is required to pay in full the bank deposit fee amounting to USD
50,000 (fifty thousand US Dollar), which constitutes 10% of the Selling Price,
within a period of 5 banking days from the date of Agreement. This Deposit is to
be paid directly to the account of the Seller.;
Final payment amounting to 90% or USD 450,000 (four hundred fifty thousand
US Dollar) is to be paid in full to the account of the Seller.
Object of Sale : SDS 24 Vessel
Until the issuance of this Prospectus, WT has not conducted handover of vessel.
2. PT Arial Niaga Nusantara (“Seller”) has sold one of its vessels, by the name of Niagara 1803 to PT Pelayaran INDX Lines
(“Buyer”), based on a Memorandum of Agreement dated 21 October 2010, with the following terms and conditions:
Selling Price : USD 225.000 (two hundred twenty five thousand US Dollar), with the following stipulations:
The buyer is required to pay in full the bank deposit fee amounting to USD
22,500 (twenty two thousand five hundred US Dollar), which constitutes 10% of
the Selling Price, within a period of 5 banking days from the date of Agreement.
This Deposit is to be paid directly to the account of the Seller;
Final payment amounting to 90% or amounting to USD 202,500 (two hundred
two thousand five hundred US Dollar) is to be paid in full to the account of the
Seller..
Object of Sale : Niagara 1803
Until the issuance of this Prospectus, ANN has not conducted handover of vessel.
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12. Transactions With Related Parties
A. Loan Agreements
The Company has entered into loan agreements with certain related parties of the Company, among others, as follows:
1. Cash Loan Agreement between PT Dwiprimajaya Lestari (“DJL”) as Lender and the Issuer as Borrower,
privately-drawn with sufficient stamp duty on 21 December 2009 , with the following terms and conditions:
Purpose of Agreement : DJL shall lend certain amount of cash to the Issuer, whereas such cash shall be used
by the Issuer for general corporate purposes and for such purpose the Issuer shall
repay such amount with interest and/or outstanding expenses, without interest.
Amount of Loan : Maximum amount of Rp.6,750,000,000.00 (six billion seven hundred fifty million
Rupiah) which shall be provided in several drawdowns or in single drawdown in
accordance with facility drawdown request from the Issuer, whereby the Issuer is obliged
to fully repay such amount in no later than 12 months as of the final drawdown
date.
Balance as of 30 June 2010: Rp.6,750,000,000.00 (six billion seven hundred fifty million Rupiah).
Date of Withdrawal
Until now : 28 December 2009.
Repayment : 1. In regard to repayment of loan, DJL has an option to accept such repayment in cash
or by subscribing for issued shares in the Issuer whereas such shares subscription
shall be converted from the outstanding loan.
2. If DJL opts to repay such loan by subscribing for shares in the Issuer, then such
share subscription shall be conducted in accordance with the prevailing laws and the
company Articles of Associations of each party.
Assignment : Issuer is not allowed to assign its rights and obligations in the Agreement without prior
written consent from the Lender.
Term : The Issuer’s obligation to make full repayment shall be settled at the latest within
12 (twelve) months after the date of the last withdrawal.
2. Cash Loan Agreement dated 2 January 2010 privately-drawn with sufficient stamp duty by and between
PT Wintermar (“WT”), Subsidiary, as Lender and the Issuer as Borrower, with the following terms and conditions:
Purpose of Agreement : WT shall lend certain amount of cash to the Issuer, whereas such cash shall be used
by Issuer for general corporate purposes and for such purpose Issuer shall repay such
amount with interest and/or outstanding expenses, without interest.
Amount of Loan : Maximum amount of US$3,000,000 (three million United States dollars) and
Rp.2,000,000,000 (two billion Rupiah) which shall be provided in several drawdowns or
in single drawdown in accordance with facility drawdown request from the Issuer,
whereby the Issuer is obliged to fully repay such amount in no later than 12 months as
of the final drawdown date.
Balance as of 30 June 2010: USD 1,902,440 (one million nine hundred two thousand four hundred forty US Dollar)
Date of Withdrawal
Until now : 9 June 2010
Repayment : 1. Unless stipulated otherwise in this agreement, the Issuer shall repay such Loan and
other outstanding expenses to WT in the same amount and currency, without
interest, regardless of occurrence of any event which affects currency value of such
Loan.
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2. The Issuer shall repay the Loan and interest and other outstanding expenses by
way of installments on maturity date and in the amount which shall be informed in
each invoice delivered by WT to the Issuer.
3. Each installment of payment for such Loan and other outstanding expenses shall be
repaid in no later than 10 days after the occurrence of obligation to repay and is
obliged to be paid until the full amount of Loan and such other expenses are fully
repaid.
4. Each installment of payment by the Issuer to WT shall only be repaid in Rupiah
and/or United States dollars, and WT shall provide receipt for each payment.
5. After the Issuer has settled all of its outstanding obligations pursuant to this
Agreement, WT shall provide evidence of settlement of Liabilities and release the
Issuer from its obligations.
6. Each repayment or settlement of the Issuer’s obligations pursuant to this Agreement
to WT is conducted by transfer to WT’s bank account.
Assignment : The Issuer is not allowed to assign its rights and obligations in Agreement without prior
written consent from Lender.
Term : The Issuer’s obligation to make full repayment shall be settled at the latest within 12
(twelve) months after the date of the last withdrawal.
3. Cash Loan Agreement dated 3 November 2008 privately-drawn with sufficient stamp duty by and between the Issuer
as Lender and PT Hammar Marine Offshore (“Hammar”) (Subisidiary) as Borrower, with the following terms and
conditions:
Purpose of Agreement : The Issuer shall lend certain amount of cash to Hammar, whereas such cash shall be
used by Hammar for general corporate purposes and for such purpose Hammar shall
repay such amount outstanding expenses and without interest.
Amount of Loan : Maximum amount of US$2,500,000 (two million five hundred thousand United States
dollars)
Balance as of 30 June 2010: USD 2,050,000,000 (two million fifty thousand US Dollar)
Date of Withdrawal
Until now : 9 June 2010
Repayment : 1. Unless stipulated otherwise in this agreement, Hammar shall repay such Loan with
other outstanding expenses to Issuer in the same amount and currency regardless
of occurrence of any event which affects currency value of such Loan.
2. Hammar shall repay the Loan and other outstanding expenses by way of
installments on maturity date and in the amount which shall be informed in each
invoice delivered by Issuer to Hammar.
3. Each installment of payment for such Loan and other outstanding expenses shall be
repaid in no later than 10 days after the occurrence of obligation to repay and is
obliged to be paid until the full amount of Loan and such other expenses are fully
repaid.
4. Each installment of payment by Hammar to the Issuer shall only be repaid in Rupiah
and/or United States dollars, and the Issuer shall provide receipt for each payment.
5. After Hammar has settled all of its outstanding obligations pursuant to this
Agreement, the Issuer shall provide evidence of settlement of Liabilities and release
Hammar from its obligations.
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6. Each repayment or settlement of Hammar’s obligations pursuant to this Agreement
to the Issuer is conducted by transfer to the Issuer’s bank account.
Assignment : Hammar is not allowed to assign its rights and obligations in Agreement without prior
written consent from Lender.
Term : The Issuer’s obligation to make full repayment shall be settled at the latest within
12 (twelve) months after the date of the last withdrawal.
Based on Amendment to Loan Agreement between the Issuer and HMO drawn up on 28 October 2010, on such
loan HMO shall be imposed with interest amounting to SIBOR interest rate (1 month) + 2% per year, which shall be
calculated from the amount of outstanding Loan.
4. Cash Loan Agreement dated 2 January 2010 privately-drawn with sufficient stamp duty by and between
PT Sentosasegara Mulia Shipping (“SEN”) (Subsidiary) as Lender with the following terms and conditions:
Purpose of Agreement : SEN shall lend certain amount of cash to the Issuer, whereas such cash shall be used
by Issuer for general corporate purposes and for such purpose the Issuer shall repay
such amount with outstanding expenses and without interest.
Amount of Loan : Maximum amount of US$1,000,000 (one million United States dollars) and
Rp.2,000,000,000 (two billion Rupiah) which shall be provided in several drawdowns or
in single drawdown in accordance with facility drawdown request from the Issuer,
whereby the Issuer is obliged to fully repay such amount in no later than 12 months as
of the final drawdown date.
Balance as of 30 June 2010: USD 495,132 (four hundred ninety five thousand one hundred thirty two US Dollar)
Date of Withdrawal
Until now : 24 May 2010
Repayment : 1. Unless stipulated otherwise in this agreement, the Issuer shall repay such Loan with
interest and other outstanding expenses to SEN in the same amount and currency
regardless of occurrence of any event which affects currency value of such Loan.
2. The Issuer shall repay the Loan and interest and other outstanding expenses by
way of installments on maturity date and in the amount which shall be informed in
each invoice delivered by SEN to the Issuer.
3. Each installment of payment for such Loan and other outstanding expenses shall be
repaid in no later than 10 days after the occurrence of obligation to repay and is
obliged to be paid until the full amount of Loan and such other expenses are fully
repaid.
4. Each installment of payment by the Issuer to SEN shall only be repaid in Rupiah
and/or United States dollars, and WT shall provide receipt for each payment.
5. After the Issuer has settled all of its outstanding obligations pursuant to this
Agreement, SEN shall provide evidence of settlement of Liabilities and release the
Issuer from its obligations.
6. Each repayment or settlement of the Issuer’s obligations pursuant to this Agreement
to SEN is conducted by transfer to SEN’s bank account.
Assignment : The Issuer is not allowed to assign its rights and obligations in Agreement without prior
written consent from Lender.
Term : The Issuer’s obligation to make full repayment shall be settled at the latest within
12 (twelve) months after the date of the last withdrawal.
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B. Vessel Charter Agreements
In performing its business activities, the Company has entered into vessel charter agreements with related parties of the
Company, whereas such contracts and/or transactions are continuous. These contracts include the following:
1. Platform Supply Vessel Service Contract No. 1108383-A dated 1 March 2010 privately-drawn by and between WT
as “Company” and PT PSV Indonesia as “Contractor”, with the following terms and conditions:
Purpose of Agreement: Sets forth terms and conditions of Works which shall be the Contractor’s obligations for
each Company and sets forth the contractual rights and responsibilities of the Parties,
Governing Law : Law of Republic of Indonesia
Contract Object : Greatship Rekha and Greatship Diya
Contract Value : USD 55,830,748.74 (fifty five million eight hundred thirty thousand seven hundred forty eight
point seven four US Dollar)
Term : Effective from the Effective Date until 693.25 (six hundred ninety three point two five) Days
from the Date of Handover, as stated by the Operator in the Working Order for vessel
handover, or demobilization of Drilling Unit, whichever is the latter, however no longer than 1
May 2014.
2. Charter Contract No. 146/DKK/SW-WT/IV/08 dated 25 April 2008 privately-drawn with sufficient stamp duty by and
between WT as Chartering Party and the Issuer as Owner, with the following terms and conditions:
Contract Value : US$2,354.25
Charter Object : SMS Prima or its Replacement SMS Express
Term : 27 April 2008 until 26 April 2011
3. Charter Contract No,220/DKK/WT-FOS/VII/10 dated 28 July 2010 privately-drawn with sufficient stamp duty by and
between WT as Chartering Party and Fast Offshore Supply Pte Ltd as Owner, with the following terms and
conditions:
Contract Value : US$4,754,000
Charter Object : FOS Polaris
Term : 11 August 2010 until 11 August 2011
4. Charter Contract No. 198/DKK/ANN-WT/I/10 dated 27 January 2010 privately-drawn with sufficient stamp duty by
and between WT as Chartering Party and PT Arial Niaga Nusantara as Owner, with the following terms and
conditions:
Contract Value : Rp.2,628,000,000.00
Charter Object : BG SMS 2302
Term : 29 January 2010 until 28 January 2011
5. Contract No. 191/DKK/SW-WT/II/09 dated 26 February 2009 privately-drawn with sufficient stamp duty by and
between WT as Chartering Party and Issuer as Owner, with the following terms and conditions:
Contract Value : US$1,487,670
Charter Object : SMS Mulia
Term : 1 March 2009 until 31 July 2013
6. Platform Supply Vessel Service Contract No. 1108383-C dated 1 March 2010 privately-drawn by and between WT as
Company and Seacoral Maritime Pte Ltd as Contractor with the following terms and conditions:
Purpose of Agreement : Governs arrangement of PSV Vessel in regard of its utilization for offshore drilling with
GSF Explorer Drilling Unit in Makassar Strait, West Sulawesi, Indonesia
Contract Value : Maximum total contract value of US$745,000 (seven hundred and forty five thousand
United States dollars)
Contract Object : Go Cougar
Term : 1 March 2010 until 1 May 2014
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7. Vessel Chartering Agreement No. 161/DKK/SSM-PSB/VII/2008 privately-drawn with sufficient stamp duty by and
between SEN as the owner and PT Pelayaran Salam Bahagia as the chartering party with the following terms and
conditions:
C. Lease Agreements
Charter Object : SV Bintang Natuna Vessel
Charter Price : US$6.200 (six thousand two hundred United States dollars) per day (total charter price of
US$6,782,800)
Term : 1 July 2008 until 30 June 2011
The Company has entered into a number of lease agreements with related parties of the Company, including the following:
1. Lease Agreement dated 31 October 2008 privately-drawn, by and between PT Wintermarjaya Lestari as Lessor and
Issuer as Lessee, with the following terms and conditions:
Object of Agreement : 1 floor of Building with area of approximately 467.40 square meters
Lease Price : 1. Lease price shall be Rp.70,000 (seventy thousand Rupiah) per square meter or
Rp.32,718,000.00 (thirty two million seven hundred and eighteen thousand
Rupiah) per year or Rp.1,963,080,000.00 (one billion nine hundred and sixty three
million eighty thousand rupiah) per five years,
2. Service charge shall be Rp.30,000.00 (thirty thousand Rupiah) per square meter
or Rp.14,022,000.00 (fourteen million twenty two thousand Rupiah) per month or
Rp.168,264,000.00 (one hundred and sixty eight million two hundred and sixty
four thousand Rupiah) or Rp.841,320,000.00 (eight hundred and forty one million
tree hundred and twenty thousand Rupiah) per five years,
Purpose of Business Venue: Place of Business
Term : 1 November 2008 to 31 October 2013
2. Lease Agreement dated 2 November 2008 privately-drawn, by and between PT Wintermarjaya Lestari as Lessor and
WT as Lessee, with the following terms and conditions:
Lease Price : Pursuant to Article 3 of this Agreement
1. Lease price shall be Rp.70,000 (seventy thousand Rupiah) per square meter or
Rp.55,104,000,00 (fifty five million one hundred and four thousand Rupiah) per
year or Rp.661,248,000,00 (six hundred and sixty one million two hundred and
forty eight thousand Rupiah) per year or Rp.3,306,240,000,00 (three billion three
hundred and six million two hundred and forty thousand Rupiah) per five years,
excluding VAT 10% (ten percent),
2. Service charge shall be Rp.30,000.00 (thirty thousand Rupiah) per square meter
or Rp.23,616,000.00 (twenty three million six hundred and sixteen thousand
Rupiah) per month or Rp.283,392,000.00 (two hundred and eighty three million
three hundred and ninety two thousand Rupiah) per year or Rp.1,416,960,000.00
(one billion four hundred sixteen million nine hundred and sixty thousand Rupiah)
per five years, excluding VAT 10% (ten percent),
3. Payment for lease price and service charge from Lessor to Lessee shall
commence no later than 1 May 2009 or after expiration of grace period, whereas
such payment shall be made in advance for 2.5 (two and a half) -year lease period
from 1 December 2008 until 30 June 2011;
Object of Agreement : 1 floor of Building with area of 787.2 square meters located at Jalan Kebayoran Lama
No, 155, West Jakarta
Purpose of Agreement : Place of Business
Term : 5 (five) years since 1 December 2008 to 30 November 2013
3. Lease Agreement dated 1 February 2010 privately-drawn with sufficient stamp duty by and between
PT Wintermarjaya Lestari as Lessor and PSV as Lessee, with the following terms and conditions:
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Object of Agreement : 1 floor of Building with approximate area of 30 square meters
Purpose of Agreement : Place of Business
Term : 5 (five) years since 1 February 2010 to 31 January 2015
Lease Price : 1. Lease price shall be Rp.70,000 (seventy thousand Rupiah) per square meter or
Rp.2,100,000.00 ( two million one hundred thousand Rupiah) per month or
Rp.25,200,000.00 (twenty five million two hundred thousand Rupiah) per year or
Rp.126,000,000.00 (one hundred and twenty six million Rupiah) per five years,
excluding VAT 10% (ten percent);
2. Service charge shall be Rp.30,000.00 (thirty thousand Rupiah) per square meter
or Rp.900,000.00 (nine hundred thousand rupiah) per month or Rp.10,800,000.00
(ten million eight hundred thousand Rupiah) per year or Rp.54,000,000.00 (fifty
four million Rupiah) per five years, excluding VAT 10% (ten percent).
4. Lease Agreement dated 2 January 2009 privately-drawn with sufficient stamp duty by and between
PT Wintermarjaya Lestari as Lessor and Hammar as Lessee, with the following terms and conditions:
Object of Agreement : 1 floor of Building with approximate area of 20.50 square meters
Purpose of Agreement : Place of Business
Term : 5 years as of 1 January 2009 until 31 December 2014
Lease Price : 1. Lease price shall be Rp.70,000 (seventy thousand Rupiah) per square meter or
Rp.1,435,000.00 (one million four hundred and thirty five thousand Rupiah) per
month or Rp.17,220,000.00 (seventeen million two hundred and twenty thousand
Rupiah) per year or Rp.86,100,000.00 (eighty six million one hundred thousand
Rupiah) per five years, excluding VAT 10% (ten percent);
2. Service charge shall be Rp.30,000.00 (thirty thousand Rupiah) per square meter
or Rp.615,000.00 (six hundred fifteen thousand Rupiah) per month or
Rp.7,380,000.00 (seven million three hundred and eighty thousand Rupiah) per
year or Rp.36,900,000.00 (thirty six million nine hundred thousand Rupiah) per
five years, excluding VAT 10% (ten percent),
The nature of relationship between the Company with PT Wintermajaya Lestari is that PT Wintermajaya Lestari is an
affiliate of the Company.
D. Sale and Purchase Agreements
In performing its business activities, the Company has entered into vessel sale and purchase agreements and/or
transactions with related parties, where such sale and purchase transactions constitute parts of business activities of the
Company to improve the quality of services of its fleets. Whereas the agreements and/or transactions are as follows:
1. Addendum No. 1 dated 9 March 2010 on Memorandum of Agreement (MOA) dated 20 November 2009
privately-drawn by and between Greatship (India) Limited as Seller PT Wintermar or PSV (Nominee) as Purchaser,
with the following terms and conditions:
Purpose of Agreement : PT Wintermar agrees to appoint PSV as Purchaser pursuant to MOA,
Object of Agreement : Greatship Diya
2. Addendum No. 2 dated 9 March 2010 on Memorandum of Agreement (MOA) dated 20 November 2009
privately-drawn by and between Greatship Global Offshore Service Pte Ltd as Seller; PT Wintermar or PSV (Nominee)
as Purchaser, with the following terms and conditions:
Purpose of Agreement : PT Wintermar agrees to appoint PSV as Purchaser pursuant to MOA,
Object of Agreement : Greatship Rekha
3. Vessel Sale and Purchase Agreement No. 98N/LA,19/IX/2009 dated 2 September 2009 privately-drawn by and
between Seacoral Maritime Pte Ltd as Seller and WT as Purchaser, with the following terms and conditions:
Purpose of Agreement : SMS Rainbow
Purchase Price : US$5,000,000.00 (five million United States dollars)
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4. Vessel Sale and Purchase Agreement No. 2535/A.19/X/2005 dated 13 October 2005 by and between Seacoral
Maritime Pte Ltd as Seller and PT Wintermar as Purchaser, with the following terms and conditions:
Purpose of Agreement : Prisai Vessel
Purchase Price : US$2,800,000 (two million eight hundred thousand United States dollars)
5. Vessel Sale and Purchase Agreement No. 2563/A,19/VIII/2006 dated 15 August 2006 privately-drawn by and between
Seacoral Maritime as Seller and PT Wintermar as Purchaser, with the following terms and conditions;
Purpose of Agreement : SMS JOL Vessel
Purchase Price : US$4,150,000 (four million one hundred and fifty thousand United States
dollars)
6. Vessel Sale and Purchase Agreement No. 2568/A.19/VIII/2007 dated 14 August 2007 privately-drawn by and between
Seacoral Maritime as Seller and PT Wintermar as Purchaser, with the following terms and conditions:
Object of Agreement : SMS Vincent
Purchase Price : US$4,150,000 (four million one hundred and fifty thousand United States
dollars)
7. Vessel Sale and Purchase Agreement No. 2624/A.19/VIII/2008 dated 21 August 2008 privately-drawn by and between
Seacoral Maritime as Seller and PT Wintermar as Purchaser, with the following terms and conditions:
Object of Agreement : SMS Abel
Purchase Price : US$4,800,000 (four million and eight hundred thousand United States dollars)
8. Vessel Sale and Purchase Agreement dated 1 July 2008 privately-drawn by and between Seaman Marine Pte Ltd
(“Seller”) and the Issuer (“Purchaser”) with the following terms and conditions:
Object of Agreement : STG 168
Purchase Price : SGD 1,300,000.00 (one million and three hundred thousand Singapore dollars)
9. Vessel Sale and Purchase Agreement No. S&P/PTW/01/08 dated 17 April 2008 privately-drawn by and between Satria
Samudra Pte Ltd as Seller and WT as Purchaser, with the following terms and conditions:
Object of Agreement : Satria Satu
Purchase Price : US$2,250,000.00 (two million two hundred and fifty thousand United States
dollars)
10. Vessel Sale and Purchase Agreement dated 17 March 2008 privately-drawn by and between Seacoral Maritime Pte
Ltd as Seller and WT as Purchaser, with the following terms and conditions:
Object of Agreement : SMS Able
Purchase Price : US$5,000,000.00 (five million United States dollars),
11. Vessel Sale and Purchase Agreement dated1 October 2009 privately-drawn by and between Seaman Marine Pte Ltd
as Seller and WT as Purchaser, with the following terms and conditions:
Object of Agreement : STS 233
Purchase Price : US$600,000,000 (six hundred million United States dollars)
12. Vessel Sale and Purchase Agreement dated 30 October 2009 privately-drawn by and between Seacoral Maritime Pte
Ltd as Seller and WT as Purchaser, with the following terms and conditions:
Object of Agreement : SMS 3001
Purchase Price : US$1,000,000.00 (one million United states dollars)
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13. Sale Purchase Agreement NO. NL001/A.20/X/2010 dated 28 October 2010 drawn up privately-drawn by and between
Seacoral Maritime Pte Ltd as the Seller and WT as the Buyer, with the following terms and conditions:
Object of Agreement : SMS Vision
Purchasing Price : USD 3,800,000 (three million eight hundred thousand US Dollar)
Security Deposit : USD 10,000 (ten thousand US Dollar) paid at the time of signing of the Agreement
Second Payment : USD 390,000 (three hundred ninety thousand US Dollar) to be paid one month after the
vessel is received
Payment Balance : USD 3,400,000 (three million four hundred thousand US Dollar) to be paid 3 months after
the Second Payment.
Costs for delay in payment: Should the Buyer fail to pay each installment or interest or pre payment value or each
obligation incurred, the Buyer shall pay penalty for delay to the Seller amounting to approximately
5%.
13. Legal Cases Against the Company
As of the date of the issuance of this Prospectus, the Issuer, its subsidiaries, the Board of Directors and Board of Commissioners
of the Issuer, and the Boards of Directors and Boards of Commissioners of the Issuer’s subsidiaries are not involved or facing any
disputes or being claimed for any cases, both civil or criminal before the court, and/or disputes settled through BANI, petitioned for
insolvency and/or delay of payment of liabilities through Commercial court, taxes disputes at Taxation Disputes Settlement Body
(BPSP) and labor disputes at Industrial Relationship Court (PHI).
The Issuer and its subsidiaries are not involved in Criminal, Bankruptcy, nor Labor legal cases except for the following
tax cases of the subsidiaries:
WT
a. Court Ruling No.22487/PP/M,I/15/2010 dated 8 March 2010.
Parties : 1. PT Wintermar as Appellant
2.Director General of Taxation as Appellee
Object of Claim : KEP-1860/WPJ.06/BD.06/2007 dated 18 December 2007 concerning Response to Objection
of Underpayment Tax Assessment Letter of Corporate Income Tax year 2003
No.00003/206/03/073/06 dated 3 October 2006.
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No,
KEP- 1860/WPJ.06/BD,06/2007 dated 18 December 2007 concerning Objection towards
Request for Objection Letter of Appellant No. 4467/A.12/XII/06 dated 26 December 2006 of
Underpayment Tax Assessment Letter of Corporate Income Tax year 2002 No.
00003/206/03/073/06 dated 3 October 2006, the Appellant hereby appeals to the Taxation
Court for such ruling;
Whereas the taxation dispute between Appellant and Appellee started during examination
process conducted by Central Jakarta Tax Office, continued by Central Jakarta Regional
Office Director General of Taxation during the objection process, However, Appellant rejected
the results from both examination stages, because according to Appellant, the examination
results were different from its factual condition. The examiner included a series of transactions
as additional income of the company, as follows:
1). Correction of income incurred from sale of vessel Rp.9,353,339,992.00
Whereas according to Appellee, the Hire Purchase transactions for 2 units of vessels to
Pelabuhan Indonesia II (Persero) is regarded as a regular sale and purchase
transaction which results in increase of company’s income, this is denied by Appellant
because:
Whereas pursuant to contract No. HK.566/1/9/C.Tpk-03 dated 17 January 2003, article
13 (1) with Pelindo II, it is stipulated that at the end of contract period (in 2008), a transfer
of ownership shall occur upon settlement by Pelindo of its installment obligations;
Whereas according to Appellee the amount which must be settled by installment for the
period of 60 months has been acknowledged as income from sales, thus becomes
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liable to tax, However, the vessel ownership still lies with the company and is not
transferred to Pelindo, unless all installment obligations have been fully settled by
Pelindo;
Whereas if at present, such installments are acknowledged as income from sales, what
if Pelindo is unable to settle its installment obligations, and no transfer/assignment of
vessel ownership occurs;
Whereas, as such, during installment period, the payments should be considered as
down payment, and sales income shall be acknowledged at the end of installment
period, whereby all down payments/installments have been settled;
2). Correction of loss incurred from currency difference Rp.1,078,504,232.00
Whereas during the course of Appellant’s business activities, gain and loss of foreign
exchange have occurred, whereby in taxation year 2003, resulted in net loss of foreign
exchange difference in the amount of Rp.1,430,314,232.00 less gross income with no
outstanding final VAT.
whereas Appellee conducted correction of net loss of foreign exchange in the amount
of Rp.1,078,504,232.00 because Appellee did not consider other transactions in foreign
currency in relation to income with no outstanding final VAT, whereby it should be
treated as income of expenses pursuant to general provisions (Income Tax Law Article
17), Such has also been affirmed in a number of Letters from Director General of
Taxation, among others Letter No. S-332/PJ.42/2003 dated 30 June 2003 concerning
Treatment of Income Tax on Gain and Loss of Foreign Exchange for Appellant which
Income is Subject to Final Income Tax,
Whereas according to Appellant, the net amount of currency difference which may be
deducted from gross income is Rp.1,430,314,232.00
3). Correction of reimbursement income from Pelindo Rp.1,528,657,500.00
Whereas during the course of Appellant’s business here occurred an agreement
between Appellant and shipping companies, chartering parties or port services party
(Pelindo), whereas Appellant is requested to conduct payment of expenses borne by
such parties first and later Appellant may request for reimbursement;
Whereas reimbursement received by Appellant from its customers is not regarded as
additional income but as common reimbursement, because all invoices issued by
Appellant shall be paid with debit note mechanism with no mark up;
Whereas the debit notes issued by Appellant to its customers are also attached with
invoice from relevant suppliers;
Whereas all such invoices are inclusive of 10% VAT for this transaction, therefore
Appellant did not credit/claim such VAT as income tax;
Whereas all such conditions are common conditions which often occur in shipping
business to maintain smooth filed work, and have been governed and agreed by
company and customer in each vessel chartering contract;
Whereas if Appellee acknowledges such reimbursement as income, then Appellee
must also acknowledge its expenses which, in this regard, is in similar amount;
Claim : Rejects Decree of Director General of Taxation No. KEP-1860/WPJ.06/BD.06/2007 dated
18 December 2007
Ruling : Grant some of Appellant’s appeal request towards Decision of Appellee Number:
KEP-1860/WPJ.06/BD.06/2007 dated 18 December 2007 concerning Objection towards Request
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for Objection Letter of Appellant No.4467/A.12/XII/06 dated 26 December 2006 of Underpayment
Tax Assessment Letter of Corporate Income Tax year 2002 No. 00003/206/03/073/06 dated
3 October 2006, therefore the 2003 Income Tax is recalculated as follows:
Net Income cfm Tribunal: Rp.4,692,209,285.00
Compensation for Loss Rp.2,239,651,523.00
Taxable Income Rp.2,452,557,762.00
Income Tax Expense Rp. 718,267,100.00
Tax Credit Rp. 0.00
Underpayment for Tax Income Rp. 718,267,100.00
Interest administrative sanction Article 13 (2) Rp. 344,768,208.00
Total Outstanding Amount Rp.1,063,035,308.00
Case Status : - Judicial Review Process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-560/SP.51/VII/2010 dated14 July
2010, submitted by Director General of Taxation.
- Response letter towards application of judicial review Number 3214/A.12/VIII/2010 dated
10 August 2010 from PT Wintermar
b. Court Ruling No. 22495/PP/M.I/15/2010 dated 8 March 2010
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : KEP-1688/WPJ.06/BD.06/2008 dated 29 October 2008 concerning Response to Objection of
Underpayment Tax Assessment Letter of Corporate Income Tax year 2005
No. 00008/206/05/073/07 dated 22 August 2007
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No.
KEP- 1688/WPJ.06/BD.06/2008 dated 29 October 2008 concerning Objection towards Request
for Objection Letter of Appellant No. 3797/A.12/X/2007 dated 10 October 2007 of Underpayment
Tax Assessment Letter of Corporate Income Tax year 2005 No.00008/206/05/073/07 dated
22 August 2007, pursuant to article 15 (1) of Law no. 16 Year 2000 on General Provisions and
Procedures of Taxation/KUP, the Appellant hereby appeals to the Taxation Court for such ruling;
Whereas, such application for appeal is submitted by Appellant because the arguments and
results of examination conducted by the Examiner were different from its factual condition and
situation on field;
Whereas, correction of income from sale of vessel is Rp.16,132,461,160.00
Whereas according to the Examiner, the Hire Purchase transactions for 2 units of vessels to
Pelabuhan Indonesia II (Persero) is regarded as a regular sale and purchase transaction which
results in increase of company’s income;
Whereas, according to results of re-statement of audit on financial statement for years 2005 and
2006 from Independent Kantor Akuntan Publik Drs, Amir Hadyi and results of audit on financial
statement for year 2007 from Kantor Akuntan Publik Aryanto, Amir, Jusuf and Mawar, the vessel
hire purchase transaction with Pelindo II as set forth in agreement No, HK,566/1/9/C,Tpk-03
dated 17 January 2003 is categorized as finance lease transaction and not sale and purchase of
vessel;
Whereas, pursuant to contract No.HK.566/1/9/C.Tpk-03 dated 17 January 2003, article13 (1) with
Pelindo II, at the end of contract period (year 2008) a conditional transfer of ownership shall
occur upon settlement of Pelindo’s installment obligations;
Whereas, according to Examiner, the amount paid as installment for the period of 60 months has
been acknowledged as advance vessel sales income thus becomes liable for tax, However, the
vessel ownership still lies with the company and is not transferred to Pelindo, unless all
installment obligations have been fully settled by Pelindo;
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Whereas if at present, such installments are acknowledged as income from sales, what if Pelindo
is unable to settle its installment obligations, and no transfer/assignment of vessel ownership
occurs;
Whereas the hire purchase transaction with Pelindo II is not a sale and purchase transaction,
however such transaction is mentioned as a financing transaction whereby acknowledgement of
the company’s lease income is conducted pursuant to Indonesian GAAP;
Whereas correction of loss due to currency difference is Rp.215,299,570.00
Whereas during the course of Appellant’s business activities, there occurred profit and loss due
to difference of currency, whereby in 2005 taxation year resulted in net loss due to currency
difference in the amount of Rp.931,009,945.00 which has been deducted from Gross income with
no outstanding final VAT, which was treated as income or expenses based on general provisions
(withheld from Gross income with no final income tax owed but treated as income or expenses
based on general provisions (Income Tax Law article 17);
Whereas such condition has been affirmed in a number of Appellee’s letters, among others Letter
No.S-332/PJ.42/2003 dated 30 June 2003 concerning Treatment of Income Tax on Gain and
Loss of Foreign Exchange for Appellant Which Income is Subject to Final VAT.
Claim : Cancel KEP-1688/WPJ.06/BD.06/2008 dated 29 October 2008
Ruling : Grant some of Appellant’s appeal requests towards Decision of Appellee No
KEP-1688/WPJ.06/BD.06/2008 dated 29 October 2008, concerning Objection Of Underpayment Tax
Assessment Letter of Corporate Income Tax year 2005 No. 00008/206/05/073/07 dated 22 August
2007, thus 2003 Income Tax is recalculated to become as follows:
Net Income cfm Tribunal: Rp.2,913,747,849.00
Compensation for Loss Rp. 0.00
Taxable Income Rp.2,913,747,000.00
Income Tax Expense Rp. 856,624,100.00
Tax Credit Rp. 47,172,199.00
Underpayment for Tax Income Rp. 809,451,901.00
Interest administrative sanction Article 13 (2) Rp. 323,780,760.00
Total Outstanding Amount Rp.1,133,232,661.00
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review.
Submission of Judicial Review Memorandum No: MPK-526/SP,51/VII/2010 dated 9 July 2010,
submitted by Director General of Taxation.
Response to Application for Judicial Review Number 3035/A.12/VIII/2010 dated 10 August 2010
from PT Wintermar.
c. Court Ruling No.22496/PP/M.I/27/2010 dated 8 March 2010
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : KEP-1689/WPJ.06/BD.06/2008 dated 29 October 2008 concerning Response to Objection towards
Decision Letter of Income Taxes Paid in Deficit No. 0003/241/05/073/07 dated 22 August 2007
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No. KEP-1689/WPJ.06/BD.06/2008
dated 29 October 2008 concerning Objection towards Request for Objection Letter of Appellant
No.3796/A.12/X/07 dated 10 October 2007 towards Decision Letter of Income Taxes Paid in Deficit
Article 15 year 2005 No. 00003/241/05/073/07 dated 22 August 2007, pursuant to article 15 (1) of Law
no, 16 Year 2000 on General Provisions and Procedures of Taxation/KUP, the Appellant hereby
appeals to the Taxation Court for such ruling;
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Whereas, such Objection Letter is submitted by Appellant because results of examination conducted
by the Examiner were different from its factual condition and situation on field, The Examiner has:
A. Included all payment received by Appellant in form of reimbursement from numerous
customers/vessel chartering party in the amount of Rp.8,204,597,694.00 as additional income
(revenue) which is subject to Article 15 final Income Tax,
Whereas towards the result of examiner’s opinion, Appellant firmly objected with the following
reasons:
a. Whereas in regard to Appellant’s business conduct, an agreement was established between
Appellant and shipping companies and chartering parties, whereby Appellant is requested to
conduct payment of expenses borne by such parties first and later Appellant may request for
reimbursement;
b. Whereas reimbursement received by Appellant from its customers is not regarded as
additional income but as common reimbursement, because all invoices issued by Appellant
shall be paid with debit note mechanism with no mark up;
c. Whereas the debit notes issued by Appellant to its customers are also attached with invoice
from relevant suppliers;
d. Whereas all such invoices are inclusive of 10% VAT for this transaction, therefore Appellant
did not credit/claim such VAT as income tax;
e. Whereas all such conditions are common conditions which often occur in shipping business to
maintain smooth filed work, and have been governed and agreed by company and customer
in each vessel chartering contract;
f. Whereas in accordance with Article 4 (1), Law No, 17 Year 2000 (Tax Income Law), Tax
Object shall mean income, namely any additional economic ability gained or received by Tax
Subject, both domestic and offshore, which may be used for consumption or to increase
wealth of relevant Tax Subject, in any name and form, Fund received from reimbursement is
not an addition to company’s economic ability for such fund is a company fund which has
been previously disbursed to be invoiced to customers or vessel owners,
B. According to Appellee, shipping services income which has been deducted by Article 15 Income
Tax is in the amount of Rp.81,679,015,635.00 meanwhile according to Appellant it is in the
amount of Rp.80,488,561,204.00.
Claim : Cancel Decision Letter of Director General of Taxation No.KEP-1689/WPJ.06/BD.06/2008 dated 29 October
2008
Ruling : Grant all of Appellant’s appeal request towards Decision of Director General of Taxation
No. KEP-1689/WPJ.06/BD.06/2008 dated 29 October 2008 concerning objection towards Decision
Letter of Income Taxes Paid in Deficit Article 15 year 2005 No. 00003/241/05/073/07 dated 22 August
2007, thus the 2003 Income Tax is recalculated to become as follows:
Tax Base: Rp.118,376,104,545,00
Article 15 Income Tax Expense Rp. 1,453,737,263,00
Tax Credit Rp. 1,462,195,267,00
Overpayment of Article 15 Income Tax: Rp. 8,458,004,00
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and Submission
of Judicial Review Memorandum No: MPK-527/SP.51/VII/2010 dated 9 July 2010, submitted by Director
General of Taxation,
Letter of Response to Judicial Review Memorandum Number 3034/A.12/VIII/2010 dated 10 August 2010
from PT Wintermar.
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d. Court Ruling No,22497/PP/M,I/16/2010 dated 8 March 2010-
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : KEP-1690/WPJ,06/BD,06/2008 dated 29 October 2008 concerning response to objection towards
Decision Letter of Value Added Taxes for Other Goods and Services Paid in Deficit on Delivery of
Assets Article 16 D for taxation period of January until December 2005 No.00013/237/05/073/07
dated 22 August 2007.
Case Position : Whereas Appellant applies for appeal towards Appellee’s Decision No,KEP
1690/WPJ.06/BD,06/2008 dated 29 October 2008 concerning objection towards Decision Letter of
Value Added Taxes for Other Goods and Services Paid in Deficit on Delivery of Assets Article 16 D
for taxation period of January until December 2005 No.00013/237/05/073/07 dated 22 August 2007.
Whereas, such objection letter is submitted by Appellant because the arguments on results of
examination conducted by the Appellee were different from its factual condition and situation on
field.
Whereas Appellee has included transaction of sale and purchase of SMS 2102 vessel in the amount
of Rp.2,987,995,000.00 as transaction for sale and purchase of Non current assets which in relation
to its delivery it shall be liable to Value Added Tax in accordance with Article 16D in Law No, 18
Year 2000 on Value Added Taxes for Goods and Services;
Whereas Article 16D in such Law stipulated that Value Added Tax shall be imposed on delivery of
assets which initial purpose is not for sale, to the extent the Value Added Tax paid at the time of
purchase may be credited;
Whereas, the sale and purchase transaction of SMS 2102 vessel transaction to a national shipping
company named PT Karya Cemerlang is in accordance with Sale and Purchase Agreement
No 2532/A.19/S&P/V/2005 dated 4 February 2005;
Whereas, in relation to such sale and purchase transaction to a national shipping company in
accordance with Article 5 paragraph (2) Government Regulation No.38 Year 2003, it is categorized
as a transaction which is not subject to Value Added Tax, thus such sale and purchase of vessel
transaction should not be subject to Value Added Tax,
Claim : Cancel Decision of Director General of Taxation Number KEP-1690/WPJ.06/BD.06/2008 dated
29 October 2008
Ruling : Grant some of Appellant’s appeal request towards Decision of Director General of Taxation No,
KEP-1690/WPJ.06/BD.06/2008 dated 29 October 2008 concerning objection towards Decision
Letter of Value Added Taxes for Other Goods and Services Paid in Deficit on Delivery of Assets
Article 16 D for taxation period of January until December 2005 No.00013/237/05/073/07 dated
22 August 2007, thus the 2003 Income Tax is recalculated to become as follows:
Tax Base: Rp.113,000,000.00
VAT Out: Rp. 13,300,000.00
VAT In Rp. 8,754,545.00
VAT Overpayment Rp. 4,209,090.00
Administrative Sanction
Interest based on Article 13 (2) KUP Rp. 1,818,182.00
Outstanding amount Rp. 6,027,272.00
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-528/SP.51/VII/2010 dated 9 July 2010,
submitted by Director General of Taxation.
Letter of Response to Judicial Review Memorandum Number 3036/A.12/VIII/2010 dated 10 August
2010 from PT Wintermar.
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e. Court Ruling No.22486/PP/M.I/27/2010 dated 8 March 2010-
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : KEP-1884/WPJ.06/BD.06/2007 dated 18 December 2007 concerning response to objection
towards Decision Letter of Article 15 Income Taxes Paid in Deficit for taxation period of
January-December 2002 No.00001/241/02/073/06 dated 3 October 2006.
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No. KEP-
1884/WPJ.06/BD.06/2007 dated 18 December 2007 concerning Objection towards Request for
Objection Letter of Appellant No.4466/A.12/XII/06 dated 26 December 2006 towards Decision
Letter of Income Taxes Paid in Deficit Article 15 for taxation period of January-December 2002
No. 00001/241/02/073/06 dated 3 October 2006, the Appellant hereby appeals to the Taxation
Court for such ruling;
Whereas, such Objection Letter is submitted by Appellant because results of examination
conducted by the Examiner were different from its factual condition and situation on field,
The Examiner has:
A. Included all payment received by Appellant in form of reimbursement from numerous
customers/vessel chartering party in the amount of Rp.4,090,248,108 as additional income
(revenue) which is subject to Article 15 final Income Tax;
Whereas towards the result of examiner’s opinion, Appellant firmly objected with the
following reasons:
a. Whereas in regard to Appellant’s business conduct, an agreement was established
between Appellant and shipping companies and chartering parties, whereby Appellant is
requested to conduct payment of expenses borne by such parties first and later
Appellant may request for reimbursement;
b. Whereas reimbursement received by Appellant from its customers is not regarded as
additional income but as common reimbursement, because all invoices issued by
Appellant shall be paid with debit note mechanism with no mark up;
c. Whereas the debit notes issued by Appellant to its customers are also attached with
invoice from relevant suppliers;
d. Whereas all such invoices are inclusive of 10% VAT for this transaction, therefore
Appellant did not credit/claim such VAT as income tax;
e. Whereas all such conditions are common conditions which often occur in shipping
business to maintain smooth filed work, and have been governed and agreed by
company and customer in each vessel chartering contract,
B. According to Appellee, shipping services income which has been deducted by Article
15 Income Tax is in the amount of Rp.64,584,542,554.00 meanwhile according to Appellant
it is in the amount of Rp.61,490,898,479.00.
Claim : Cancel Decision Letter of Directorate General of Taxation No.KEP-1884/WPJ.06/BD.06/2007
dated 18 December 2007.
Ruling : Grant some of Appellant’s appeal request towards Decision of Appellee No KEP-
1884/WPJ.06/BD.06/2007 dated 18 December 2007 concerning objection towards Decision Letter
of Income Taxes Paid in Deficit Article 15 for taxation period of January-December 2002 No.
00001/241/02/073/06 dated 3 October 2006, thus the Article 15 Income Tax for taxation period of
January until December 2002 is recalculated to become as follows:
Tax Base Rp.38,691,189,297.00
Article 15 Income Tax Expense Rp. 479,826,102.00
Tax Credit: Rp. 443,590,236.00
Overpayment of Article 15 Income Tax: Rp. 36,235,866,00
Administrative Sanction Rp. 17,393,216.00
Outstanding Amount: Rp. 53,629,982.00
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Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-559/SP.51/VII/2010 dated 14 July 2010,
submitted by Director General of Taxation.
Response to Judicial Review Memorandum Number 3216/A.12/VIII/2010 dated 10 August 2010
from PT Wintermar.
f. Ruling No. 22489/PP/M.I.15.2010 dated 8 March 2010
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : KEP-1864/WPJ.06/BD.06/2007 dated 18 December 2007 concerning response to objection of
Underpayment Tax Assessment Letter of Corporate Income Tax Year 2004 No.
00023/206/04/073/06 dated 3 October 2006
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No, KEP-
1864/WPJ.06/BD.06/2007 dated 18 December 2007 concerning Objection towards Request for
Objection Letter of Appellant No, 4468/A,12/XII/06 dated 26 December 2006 of Underpayment
Tax Assessment Letter of Corporate Income Tax year 2004 No. 000023/206/04/073/06 dated
3 October 2006, the Appellant hereby appeals to the Taxation Court for such ruling;
Whereas the taxation dispute between Appellant and Appellee started during examination process
conducted by Central Jakarta Tax Office, continued by Central Jakarta Regional Office Director
General of Taxation during the objection process, However, Appellant rejected the results from
both examination stages, because according to Appellant, the examination results were different
from its factual condition, The Appellee included a series of transactions as additional income of
the company, as follows:
1). Correction of income incurred from sale of vessel Rp.15,051,539,282.00
Whereas according to Appellee, the Hire Purchase transactions for 2 units of vessels to
Pelabuhan Indonesia II (Persero) is regarded as a regular sale and purchase
transaction which results in increase of company’s income, this is denied by Appellant
because:
Whereas pursuant to contract No. HK.566/1/9/C.Tpk-03 dated 17 January 2003, article
13 (1) with Pelindo II, it is stipulated that at the end of contract period (in 2008), a
transfer of ownership shall occur upon settlement by Pelindo of its installment
obligations;
Whereas according to Appellee the amount which must be settled by installment for the
period of 60 months has been acknowledged as income from sales, thus becomes
liable to tax, However, the vessel ownership still lies with the company and is not
transferred to Pelindo, unless all installment obligations have been fully settled by
Pelindo;
Whereas if at present, such installments are acknowledged as income from sales, what
if Pelindo is unable to settle its installment obligations, and no transfer/assignment of
vessel ownership occurs;
Whereas, as such, during installment period, the payments should be considered as
down payment, and sales income shall be acknowledged at the end of installment
period, whereby all down payments/installments have been settled;
2). Correction of loss incurred from currency difference Rp.1,699,461,388.00
Whereas during the course of Appellant’s business activities, loss and gain from
foreign exchange have occurred, whereby in taxation year 2004, resulted in net loss of
foreign exchange in the amount of Rp.2,085,811,915.00 less gross income with no
outstanding final VAT,
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Whereas Appellee conducted correction of net loss due to foreign exchange in the
amount of Rp.1,699,461,388.00 because Appellee did not consider other transactions
in foreign currency in relation to income with no outstanding final VAT, whereby it
should be treated as income of expenses pursuant to general provisions (Income Tax
Law Article 17), Such has also been affirmed in a number of Letters from Director
General of Taxation, among others Letter No.S-332/PJ.42/2003 dated 30 June 2003
concerning Treatment of Income Tax on Gain and Loss of Foreign Exchange for
Appellant which Income is Subject to Final Income Tax as attached;
Whereas according to Appellant, the net amount of foreign exchange which may be
deducted from gross income is Rp.2,085,811,915.00
Claim : Cancel Decision Letter of Director General of Taxation No. KEP-1864/WPJ/BD.06/2007 dated 18
December 2007
Ruling : Grant some of Appellant’s appeal request towards Decision of Appellee Number:
KEP-1864/WPJ.06/BD.06/2007 dated 18 December 2007 concerning Objection of Underpayment
Tax Assessment Letter of Corporate Income Tax taxation year 2004 No.00023/206/04/073/06
dated 3 October 2006, therefore the 2004 Income Tax is recalculated as follows:
Net Income cfm Tribunal: Rp.2,349,447,764.00
Compensation for Loss Rp. 0.00
Taxable Income Rp.2,349,447,000.00
Tax Income Expense Rp. 687,334,100.00
Tax Credit Rp. 71,231,038.00
Underpayment of Income Tax Rp. 616,103,062.00
Administrative Sanction Interest Article 13 (2) Rp. 271,085,347.00
Outstanding Income Tax Rp. 887,188,409.00
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-562/SP.51/VII/2010 dated 14 July 2010,
submitted by Director General of Taxation.
Letter of Response to Judicial Review Memorandum Number 3198/A,12/VIII/2010 dated
10 August 2010 from PT Wintermar.
g. Ruling No.22488/PP/M.I/27/2010 dated 8 March 2010
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : KEP-1870/WPJ.06/BD.06/2007 dated 18 December 2007 concerning response to objection of
Underpayment Tax Assessment Letter of Income Tax Article 15 for taxation period of
January-December 2003 No. 00001/241/03/073/06 dated 3 October 2006,
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No,
KEP-1870/WPJ.06/BD.06/2007 dated 18 December 2007 concerning Partial Objection towards
Request for Objection Letter of Appellant No.4464/A.12/XII/06 dated 26 December 2006 of
Underpayment Tax Assessment Letter of Income Tax Article 15 for taxation period of
January-December 2003 No.00001/241/03/073/06 dated 3 October 2006, therefore in accordance
with Article 27 (1) Law No. 16 Year 2000 on General Provisions and Procedure of Taxation;
Whereas the taxation dispute between Appellant and Appellee started during examination process
conducted by Central Jakarta Tax Office, continued by Central Jakarta Regional Office Director
General of Taxation during the objection process,
However, Appellant rejected some of the results from both examination stages, because according
to Appellant, the examination results were different from its factual condition and situation on field,
among others:
A. Included all payment received by Appellant in form of reimbursement from numerous
customers/vessel chartering party in the amount of Rp.4,667,550,449,00 as additional
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income (revenue) which is subject to Article 15 final Income Tax; Whereas towards the
result of examiner’s opinion, Appellant firmly objected with the following reasons:
a. Whereas in regard to Appellant’s business conduct, an agreement was established
between Appellant and shipping companies and chartering parties, whereby
Appellant is requested to conduct payment of expenses borne by such parties first
and later Appellant may request for reimbursement;
b. Whereas reimbursement received by Appellant from its customers is not regarded as
additional income but as common reimbursement, because all invoices issued by
Appellant shall be paid with debit note mechanism with no mark up;
c. Whereas the debit notes issued by Appellant to its customers are also attached with
invoice from relevant suppliers;
d. Whereas all such invoices are inclusive of 10% VAT for this transaction, therefore
Appellant did not credit/claim such VAT as income tax;
e. Whereas all such conditions are common conditions which often occur in shipping
business to maintain smooth filed work, and have been governed and agreed by
company and customer in each vessel chartering contract,
B. According to Appellee, shipping services income which has been deducted by Article
15 Income Tax is in the amount of Rp.69,676,724,104.00 meanwhile according to
Appellant it is in the amount of Rp.65,232,784,514.00.
Claim : Cancel Decision Letter of Director General of Taxation No. KEP-1870/WPJ.06/BD.06/2007 dated
18 December 2007.
Ruling : Grant some of Appellant’s appeal request towards Decision of Appellee No KEP-
1870/WPJ.06/BD.06/2007 dated 18 December 2007 concerning objection of Underpayment Tax
Assessment Letter of Income Tax Article 15 for taxation period of January-December 2003
No.00001/241/03/073/06 dated 3 October 2006, thus the Article 15 Income Tax for taxation period
of January until December 2003 is recalculated to become as follows:
Tax Base: Rp.37,349,152,263.00
Article 15 Income Tax Expense: Rp. 448,189,827.00
Tax credit: Rp. 442,609,857.00
Underpayment of Article 15 Income Tax: Rp. 5,579,970.00
Administrative Sanction Rp. 2,678,385.00
Outstanding Amount: Rp. 8,258,355.00
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-561/SP.51/VII/2010 dated 14 July 2010,
submitted by Director General of Taxation.
Response to Judicial Review Memorandum Number 3197/A.12/VIII/2010 dated 10 August 2010
from PT Wintermar.
h. Ruling No. 22491/PP/M.I/16/2010 dated 8 March 2010
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : KEP-075/WPJ.06/BD.06/2008 dated 25 January 2008 concerning response to objection of
Underpayment Tax Assessment Letter of Value Added Taxes for taxation period of
January-December 2002 No.00001/207/03/073/06 dated 6 November 2006.
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No.KEP-075/WPJ.06/BD.06/2008
dated 25 January 2008 concerning Appellant Objection Letter towards Request for Objection Letter
of Appellant No.485/A.12/I/07 dated 31 January 2007 of Underpayment Tax Assessment Letter of
Value Added Taxes for taxation period of January-December 2003 No. 00001/207/03/073/06 dated
6 November 2006, therefore in accordance with Article 27 (1) Law No. 16 Year 2000 on General
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Provisions and Procedure of Taxation, the Appellant hereby applies for appeal to Taxation court to
such ruling;
Whereas Appellee included a series of transactions as additional company income thus become
liable to tax, namely by including all payment received by Appellant in form of reimbursement from
numerous customers/vessel chartering party in the amount of Rp.4,090,248,108.00 as additional
income (revenue) which is subject to Value Added Tax;
Whereas towards the result of examiner’s opinion, Appellant firmly objected with the following
reasons:
a. Whereas in regard to Appellant’s business conduct, an agreement was established between
Appellant and shipping companies and chartering parties, whereby Appellant is requested to
conduct payment of expenses borne by such parties first and later Appellant may request for
reimbursement;
b. Whereas reimbursement received by Appellant from its customers is not regarded as
additional income but as common reimbursement, because all invoices issued by Appellant
shall be paid with debit note mechanism with no mark up;
c. Whereas the debit notes issued by Appellant to its customers are also attached with invoice
from relevant suppliers;
d. Whereas all such invoices are inclusive of 10% VAT for this transaction, therefore Appellant
did not credit/claim such VAT as income tax;
e. Whereas all such conditions are common conditions which often occur in shipping business to
maintain smooth filed work, and have been governed and agreed by company and customer
in each vessel chartering contract,
Claim : Cancel Decision Letter of Director General of Taxation No. KEP-075/WPJ.06/BD.06/2008 dated
25 January 2008.
Ruling : Grant all of Appellant’s appeal request towards Decision of Appellee No
KEP-075/WPJ.06/BD.06/2008 dated 25 January 2008 concerning objection of Underpayment Tax
Assessment Letter of Value Added Taxes for taxation period of January-December 2002
No. 00001/207/02/073/06 dated 6 November 2006, thus the Article 15 Income Tax for taxation
period of January until December 2002 is recalculated to become as follows:
Tax Base: Rp.71,083,808,857.00
VAT-Out: Rp. 1,299,402,090.00
VAT-In: Rp. 1,254,501,993.00
VAT Underpayment: Rp. 44,900,097.00
Administrative Sanction Interest Article 13 (2) KUP Rp. 21,552,046.00
Outstanding Amount: Rp. 66,452,143.00
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-564/SP.51/VII/2010 dated 14 July 2010,
submitted by Director General of Taxation,
i. Ruling No.Put.22490/PP/M.I/27/2010
Letter of Response to Judicial Review Memorandum Number 31994/A.12/VIII/2010 dated
10 August 2010 from PT Wintermar.
Parties : 1.PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Dispute : KEP-1865/WPJ.06/BD.06/2007 dated 18 December 2007 concerning response to objection of
Underpayment Tax Assessment Letter of Article 15 Income Taxes for Taxation Period of January
until December 2004 No. 00004/241/04/073/06 dated 3 October 2006.
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No.
KEP- 1865/WPJ.06/BD.06/2007 dated 18 December 2007 concerning Objection towards Request
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for Objection Letter of Appellant No. 4465/A.12/XII/06 dated 26 December 2006 of Underpayment
Tax Assessment Letter of Article 15 Income Taxes for year 2004 No, 00004/241/04/073/06 dated
3 October 2006, therefore in accordance with Article 15 (1) Law No, 16 Year 2000 concerning
General Taxation Provisions and Procedure (KUP), the Appellant hereby appeals to the Taxation
Court for such ruling;
PT Wintermar as Appellant objected to the examination conducted by the Examiner which were
different from its factual condition and situations on field, The Examiner has:
A. Included all payment received by Appellant in form of reimbursement from numerous
customers/vessel chartering party in the amount of Rp.15,881,231,595.00 as additional
income (revenue) which is subject to Article 15 final Income Tax;
Whereas towards the result of examiner’s opinion, Appellant firmly objected with the
following reasons:
1. Whereas in regard to Appellant’s business conduct, an agreement was established
between Appellant and shipping companies and chartering parties, whereby
Appellant is requested to conduct payment of expenses borne by such parties first
and later Appellant may request for reimbursement,
There are 2 categories of reimbursements applicable in such agreements, as follows:
a) Appellant conducted payment first for all expenses incurred by shipping
companies which enter into charter contracts with its customers (chartering
party) with certain reasons for expenses which must be incurred by such
shipping company, Wintermar shall afterwards invoice the shipping company for
reimbursement of such expenses,
As such, it is clear that such reimbursement received by Appellant is not an
income from transporting services for persons and/or goods or vessel (vessel
charter) as referred to in definition of gross distribution which acts as basis for
calculation of Article 15 Income Tax pursuant to Decree of Minister of Finance
No: 416/KMK,04/1996, Therefore in this regard, Appellant does not provide any
chartering services, thus such reimbursement is not subject to outstanding final
Income Tax,
b) Appellant as a Charter Services Provider Shipping Company enters into charter
contracts with chartering parties, whereas such contracts clearly separate
charter fees and reimbursement;
Whereas such reimbursement fee is mostly for fuel expenses and other
materials required for operational of vessel, whereby Appellant conducted
payment first and shall later invoice the Chartering Party for reimbursement,
Provision on final Income Tax outstanding income is applicable on income from
transporting persons or goods using vessels, But not applicable for
reimbursement for such material expenses stipulated above;
Whereas some of Appellant’s considerations are in regard to deduction of article
23 Income Tax, pursuant to Decision of Appellee No. 170/PJ/2002 article 1(2) is
stipulated as follows:
”Gross amount for other services aside from construction and catering services
is the amount of compensation paid only for provision of services, unless if no
differentiation between provision of services and material of goods is provided in
the contract/agreement, shall be imposed on total contract value”
Whereas the same principle must be applied in deduction of Article 15 final Tax
Income whereby only the charter fees which shall be subject to final outstanding
tax, if such charter contract differentiates between charter fees and material;
2. Whereas reimbursement received by Appellant from its customers is not regarded
as additional income but as common reimbursement, because all invoices issued
by Appellant shall be paid with debit note mechanism with no mark up;
3. Whereas the debit notes issued by Appellant to its customers are also attached
with invoice from relevant suppliers;
4. Whereas all such invoices are inclusive of 10% VAT for this transaction, therefore
Appellant did not credit/claim such VAT as the company’s tax input;
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5. Whereas all such conditions are common conditions which often occur in shipping
business to maintain smooth filed work, and have been governed and agreed by
company and customer in each vessel chartering contract;
Whereas the Appellant firmly denies the examiner’s opinion which stated such
reimbursement as Appellant’s effort to distort tax object, because such opinion
has no basis and is merely a justification of the examiner’s opinion, Meanwhile the
reality on field in forms of supporting documents which have been submitted were
not considered at all;
B. According to Appellee, the shipping services income which has been deducted by Article
15 Income Tax is in the amount of Rp.74,615,890,140.00 meanwhile according to Appellant
is in the amount of Rp.63,438,325,556.00
Claim : Cancel Decision of Director General of Taxation No.KEP-1865/WPJ.06/BD.06/2007 dated
18 December 2007.
Ruling : Grant some of Appellant’s appeal request towards Decision of Appellee
No KEP-1865/WPJ.06/BD.06/2007 dated 18 December 2007 concerning objection of Underpayment
Tax Assessment Letter of Article 15 Income Taxes for taxation period of January-December 2004
No, 00004/241/04/073/06 dated 3 October 2006, in the name of PT Wintermar, Taxpayer
Identification Number 01.001.081.7-073.000, address: Jln Raya Kebayoran Lama No, 155, West
Jakarta 11560 thus the Article 15 Income Tax for taxation period of January until December 2004 is
recalculated to become as follows:
Tax Base : Rp.40,743,704,182.00
Article 15 Income Tax Expense : Rp. 445,539,625.00
Tax Credit : Rp. 416,732,851.00
Overpaid Article 15 Income Tax :Rp. 28,806,774.00
Administrative Sanction : Rp. 13,827,251.00
Outstanding Amount : Rp. 42,634,025.00
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-563/SP.51/VII/2010 dated 14 July 2010,
submitted by Director General of Taxation.
j. Tax Court No. Put.22492/PP/M.I/16/2010
Response towards Judicial Review Memorandum Number 3196/A.12/VIII/2010 dated 10 August
2010 from PT Wintermar.
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : Decision Letter of the Appellee No.KEP- 071/WPJ.06/BD.06/2008 dated 25 January 2008
concerning response to objection of Underpayment Tax Assessment Letter of Value Added Taxes
for year 2003 No. 00002/207/03/073/06 dated 6 November 2006.
Case Position : Whereas in regard to issuance of Decision Letter of the Appellee No. KEP- 071/WPJ.06/BD.06/2008
dated 25 January 2008 concerning Objection towards Request for Objection Letter of Appellant
No. 0485/A.12/I/07 dated 31 January 2007 of Underpayment Tax Assessment Letter of Value
Added Taxes for year 2003 No, 00002/207/03/073/06 dated 6 November 2006, therefore in
accordance with Article 27 (1) Law No, 16 Year 2000 concerning General Taxation Provisions and
Procedure (KUP), the Appellant hereby appeals to the Taxation Court for such ruling;
Whereas, Appellant applied for such appeal because the arguments and results of examination
conducted by the Examiner were different from its factual condition and situation on field;
Whereas Appellee included a series of transactions as additional company income thus become
liable to VAT, among others:
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A. Included all payment received by Appellant in form of reimbursement from numerous
customers/vessel chartering party as additional income (revenue) which is subject to 10% VAT;
Whereas, in regard to Examiner’s opinion, Appellant applied for Appeal with the following
reasons:
1. Whereas in regard to Appellant’s business conduct, an agreement was established
between Appellant and shipping companies and chartering parties, whereby Appellant
is requested to conduct payment of expenses borne by such parties first and later
Appellant may request for reimbursement,
There are 2 categories of reimbursements applicable in such agreements, as follows:
a) Appellant conducted payment first for all expenses incurred by shipping
companies which enter into charter contracts with its customers (chartering
party) with certain reasons for expenses which must be incurred by such
shipping company, Appellant shall afterwards invoice the shipping company for
reimbursement of such expenses;
b) Appellant as a Charter Services Provider Shipping Company enters into charter
contracts with chartering parties, whereas such contracts clearly separate
charter fees and reimbursement;
Whereas such reimbursement fee is mostly for fuel expenses and other
materials required for operational of vessel, whereby Appellant conducted
payment first and shall later invoice the Chartering Party for reimbursement
without any mark ups on the reimbursement,;
2. Whereas reimbursement received by Appellant from its customers is not regarded as
additional income but as common reimbursement, because all invoices issued by
Appellant shall be paid with debit note mechanism with no mark up;
3. Whereas the debit notes issued by Appellant to its customers are also attached with
invoice from relevant suppliers;
4. Whereas all such invoices are inclusive of 10% VAT for this transaction, therefore
Appellant did not credit/claim such VAT as the company’s tax input;
5. Whereas all such conditions are common conditions which often occur in shipping
business to maintain smooth filed work, and have been governed and agreed by
company and customer in each vessel chartering contract;
B. Included the Bare Boat Hire Purchase for 2 (two) units of vessels to Pelabuhan Indonesia II /
Pelindo II (Persero) as common sales and purchase transactions which result in increase of
company income and is subject to outstanding VAT 10%, In this regard, the Appellant firmly
denied such inclusion due to the following reasons:
Whereas, pursuant to contract No, HK,566/1/9/C,Tpk-03 dated 17 January 2003, article13 (1)
with Pelindo II, at the end of contract period (year 2008) a conditional transfer of ownership
shall occur upon settlement of Pelindo’s installment obligations;
Whereas, according to examiner, the amount paid as installment for the period of 60 months
has been acknowledged as sales income thus a recalculation was conducted on sales amount
for 2004 proportion and the VAT on such recalculation, However, the vessel ownership still lies
with the company and shall not be transferred to Pelindo, unless all installment obligations have
been fully settled by Pelindo;
Whereas if at present, such installments are acknowledged as income from sales, what if
Pelindo is unable to settle its installment obligations, and no transfer/assignment of vessel
ownership occurs;
Whereas, as such, during installment period, the payments should be considered as down
payment, and sales income shall be acknowledged at the end of installment period, whereby all
down payments/installments have been settled;
Claim : Cancel Decision Letter of Director General of Taxation Number: KEP-071/WPJ.06/BD.06/2008
dated 25 January 2008.
Ruling : Grant some of Appellant’s appeal request on Decision of Appellee No: KEP-
071/WPJ.06/BD.06/2008 dated 25 January 2008 concerning Objection towards Request for
Objection Letter of Appellant No, 0485/A.12/I/07 dated 31 January 2007 of Underpayment Tax
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Assessment Letter of Value Added Taxes for year 2003 No. 00002/207/03/073/06 dated
6 November 2006, thus Value Added Tax for Taxation Period of January-December 2003 is
recalculated to become as follows:
Tax Base Rp.84,043,112, 233.00
VAT-Out Rp. 2,218,784,589.00
VAT-In Rp. 2,203,109,422.00
VAT Underpayment Rp. 15,675,167.00
Administrative Sanction Interest Article 13 (2) KUP Rp. 7,524,080.00
Total outstanding amount Rp. 23,199,247.00
Case Status : Judicial review process in accordance with Judicial Review Memorandum
No: PK No.S-6014/PJ/M.I/16/2010 dated 2 July 2010 submitted by Director General of Taxation.
k. Ruling No. 22493/PP/M.I/16/2010
Letter of Response to Judicial Review Memorandum Number 3217/A,12/VIII/2010 dated
10 August 2010 from PT Wintermar,
Parties : 1. PT Wintermar as Appellant
2. Director General as Appellee
Object of Claim : KEP-106/WPJ.06/BD.06/2008 dated 28 January 2008 concerning response of objection to
Underpayment Tax Assessment Letter of Value Added Tax for Goods and Services for Taxation
Period of January until December 2004 No.00040/207/04/073/06 dated 6 November 2006.
Case Position : Whereas, Appellant applied for such appeal because the arguments and results of examination
conducted by the Appellee were different from its factual condition and situation on field;
Whereas Appellee included a series of transactions as additional company income thus become
liable to VAT, among others:
A. Included all payment received by Appellant in form of reimbursement from numerous
customers/vessel chartering party as additional income (revenue) which is subject to 10%
VAT;
Whereas, in regard to Examiner’s opinion, Appellant applied for Appeal with the following
reasons:
a. Whereas in regard to Appellant’s business conduct, an agreement was established
between Appellant and shipping companies and chartering parties, whereby
Appellant is requested to conduct payment of expenses borne by such parties first
and later Appellant may request for reimbursement,
There are 2 categories of reimbursements applicable in such agreements, as follows:
Appellant conducted payment first for all expenses incurred by shipping companies
which enter into charter contracts with its customers (chartering party) with certain
reasons for expenses which must be incurred by such shipping company, Appellant
shall afterwards invoice the shipping company for reimbursement of such expenses
without any mark up on the reimbursements;
Whereas reimbursement received by Appellant from its customers is not regarded as
additional income but as common reimbursement, because all invoices issued by
Appellant shall be paid with debit note mechanism with no mark up;
Whereas the debit notes issued by Appellant to its customers are also attached with
invoice from relevant suppliers;
Whereas all such invoices are inclusive of 10% VAT for this transaction, therefore
Appellant did not credit/claim such VAT as the company’s tax input;
Whereas all such conditions are common conditions which often occur in shipping
business to maintain smooth filed work, and have been governed and agreed by
company and customer in each vessel chartering contract;
Included the Bare Boat Hire Purchase for 2 (two) units of vessels to Pelabuhan
Indonesia II / Pelindo II (Persero) as common sales and purchase transactions which
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esult in increase of company income and is subject to outstanding VAT 10%, In this
regard, the Appellant firmly denied such inclusion due to the following reasons:
Whereas, pursuant to contract No, HK,566/1/9/C,Tpk-03 dated 17 January 2003,
article13 (1) with Pelindo II, at the end of contract period (year 2008) a conditional
transfer of ownership shall occur upon settlement of Pelindo’s installment obligations;
Whereas, according to the Appellee, the amount paid as installment for the period of
60 months has been acknowledged as sales income thus a recalculation was
conducted on sales amount for 2004 proportion and the VAT on such recalculation,
However, the vessel ownership still lies with the company and shall not be transferred
to Pelindo, unless all installment obligations have been fully settled by Pelindo;
Whereas if at present, such installments are acknowledged as income from sales,
what if Pelindo is unable to settle its installment obligations, and no
transfer/assignment of vessel ownership occurs;
Whereas, as such, during installment period, the payments should be considered as
down payment, and sales income shall be acknowledged at the end of installment
period, whereby all down payments/installments have been settled;
Claim : Cancel Decision Letter of Director General of Taxation Number KEP-106/WPJ.06/BD.06/2008 dated
28 January 2008.
Ruling : Grant all of Appellant’s appeal request on Decision of Appellee No: KEP-106/WPJ.06/BD.06/2008
dated 28 January 2008 concerning Objection of Underpayment Tax Assessment Letter of Value
Added Taxes for taxation period of January-December 2004 No.00040/207/04/073/06 dated
6 November 2006, under the name of PT WINTERMAR, Taxpayer Registration Number or NPWP :
01.001.081.7-073.000, address: Jln, Kebayoran Lama No. 155 Jakarta 11560, thus Value Added
Tax for Taxation Period of January-December 2004 is recalculated to become as follows:
Tax Base Rp.92,255,564,240.00
VAT-Out Rp. 6,104,816,277.00
VAT-In Rp. 6,063,151,237.00
VAT Underpayment Rp. 41,665,040.00
Administrative sanction interest Article13 (2) KUP Rp. 20,011,018.00
Outstanding Amount Rp. 61,676,058.00
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-566/SP.51/VII/2010 dated 14 July 2010,
submitted by Director General of Taxation.
Response towards Judicial Review Memorandum Number 3215/A.12/VIII/2010 dated 10 August
2010 from PT Wintermar.
l. Ruling No.Put.19307/PP/M.I/16/2009 dated 10 August 2009
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
Object of Claim : KEP 073/WPJ.06/BD.06/2008 dated 25 January 2008 concerning Response of Objection of
Underpayment Tax Assessment Letter of Value Added Taxes for Export Goods and Services year
2003 No.00001/227/03/073/06 dated 6 November 2008.
Case Position : Whereas in regard to issuance of Decision Letter of Appellee No: KEP-073/WPJ.06/BD.06/2008
dated 25 January 2008 concerning Rejection towards Appellant’s request of objection letter No.
0483/A.12/I/07 dated 31 January 2007 concerning Letter of Decision of Value Added Taxes Paid in
Deficit for Import Services and Good (SKPKB) for year 2003 No. 00001/227/03/073/06 dated
6 November 2006, thus in accordance with article 27 (1) of Law No, 16 Year 2000 concerning
General Taxation Provisions and Procedures, the Appellant hereby applies for an appeal to
Taxation Court for such ruling.
Whereas, Appellant applied for such appeal because the arguments and results of examination
conducted by the Appellee were different from its factual condition and situation on field;
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Whereas Appellee has included the Bare Boat Hire Purchase for 2 (two) units of vessels to
Pelabuhan Indonesia II / Pelindo II (Persero) as common sales and purchase transactions which
result in transfer of ownership;
Whereas, according to the Appellee, the amount paid as installment for the period of 60 months
must be acknowledged as sales or transfer of both units of vessels, thus a violation is deemed to
occur towards article 5 of Government Regulation No, 38 Year 2003 on “Import and/or delivery of
certain taxable goods and/or services which are not subject to imposition of VAT”,
In this regard, the Appellant firmly denied such statement because pursuant to contract
No, HK,566/1/9/C,Tpk-03 dated 17 January 2003, article13 (1) with Pelindo II, only at the end of
contract period (year 2008) a conditional transfer of ownership shall occur upon settlement of
Pelindo’s installment obligations and therefore presently the vessel ownership still remains with the
company;
Whereas, as such, during installment period, the payments should be considered as down
payment, and sales income shall be acknowledged at the end of installment period, whereby all
down payments/installments have been settled;
Meanwhile according to Examiner, pursuant to Hire Purchase contract by and between
PT Pelabuhan Indonesia II Cab, Tanjung Priok (hereinafter referred to as PT Pelindo II) and
Appellant concerning procurement of Tug Boat with bare boat hire purchase system
No: HK,566/1/9/C,Tpk-03 dated 17 January 2003, the tax subject conducted such hire purchase
transaction on both vessels in the amount of US$9,768,033 with down payment of US$617,145
and monthly installment of US$76,257 for the period of 60 months (five years),
Whereas for such vessel procurement, PT Wintermar purchased both vessels from Oliver
Resources Ltd Singapore with contract value of US$6,400,000, The import for such vessels
utilized the VAT Free Statement Letter facility for import of BKP (hereinafter referred to as SKB
PPN) No: Ket-02/WPJ.06/KP.0307/2003 dated 3 July 2003 and Ket-05/WPJ.06/KP.0307/2003
dated 23 September 2003, thus import for both vessels are free from VAT with one of the conditions
that such vessels shall not be transferred to other parties for five years,
Whereas in the hire purchase contract between PT Pelindo II and Appellant No: HK,566/1/9/C,
Tpk-03 dated 17 January 2003, the sale price has covered purchase price and gross margin,
whereby purchase price of both vessels is US$3,368,033 for the period of 5 (five) years. As such,
the examiner concluded that Tax Subject has sold both Tug Boats (hereinafter referred to as Bima
34 and Bima 35) by way of installments for 5 (five) years, thus provision of SKB PPN must be
cancelled and Tax Subject is obliged to repay its Import VAT, which was previously released
pursuant to SKB PPN;
Whereas transfer of Bima 34 and Bima 35 vessels with value of Rp.59,028,393,600, which was
initially categorized as Article 16D is now re-classified into Import VAT which must be repaid;
Whereas the above is necessary because substance of transaction results in violation of SKB PPN
which releases Import Vat, thus Appellant must pay such released Import VAT.
Claim : Cancel Decision Letter of Director General of Taxation Number KEP-073/WPJ.06/BD.06/2008
dated 25 January 2008.
Ruling : Grant all of Appellant’s appeal request on Decision of Appellee No: KEP-073/WPJ.06/BD,06/2008
dated 25 January 2008 concerning Objection of Underpayment Tax Assessment Letter of Value
Added Taxes for Import Goods and Services for taxation period of January-December 2003 No,
00001/227/03/073/06 dated 6 November 2006, thus Value Added Tax for Taxation Period of
January-December 2003 becomes Nil;
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-825/SP.51/XII/2009 dated 3 December
2009, submitted by Director General of Taxation,
Letter of Response to Judicial Review Memorandum Number 0046/A.12/I/2010 dated 7 January
2010 from PT Wintermar,
m. Ruling No.Put.19597/PP/M.I/16/2009 dated 31 August 2009
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
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Object of Claim : KEP-076/WPJ.06/BD.06/2008 dated 25 January 2008 concerning Response of Objection of
Underpayment Tax Assessment Letter of Value Added Tax for Imported Goods and Services for
taxation year 2002 No. 00001/227/02/073/06 dated 6 November 2006.
Case Position : Whereas, in regard to issuance of Decision Letter of Appellee No: KEP-076/WPJ.06/BD.06/2008
dated 25 January 2008 concerning Rejection towards Appellant’s request of objection letter No.
0488/A.12/I/07 dated 31 January 2007 concerning Letter of Decision of Value Added Taxes Paid in
Deficit for Import Services and Good (SKPKB) for year 2002 No.00001/227/03/073/06 dated 6
November 2006, thus in accordance with article 27 (1) of Law No.16 Year 2000 concerning
General Taxation Provisions and Procedures, the Appellant hereby applies for an appeal to
Taxation Court for such ruling;
Whereas, Appellant applied for such Appeal Letter because the arguments and results of
examination conducted by the Appellee were different from its factual condition and situation on
field;
Whereas Appellee has included TB ES ARIES vessel purchase transaction by Appellant from
Seacoral Maritime Pte Ltd as a transaction which is subject to import VAT pursuant to Decree of
Minister of Finance No: 525/KMK.04/1998;
Whereas, Appellant has denied Appellee’s opinion at both, the Taxation Services Office and
Regional Office levels during objection process. According to Appellant, KMK No:
252/KMK.04/1998 used by Appellee as basis in this transaction is incorrect because such KMK
only mentions capital goods such as machines and factory equipments in both assembled and
non-assembled conditions required to produce Taxable Goods, meanwhile Appellant’s import is in
form of vessel and not machines and factory equipments;
Whereas, during the course of transaction, the Import VAT on purchase of vessel is categorized as
Taxable Goods which VAT is borne by the government;
Meanwhile, according to Examiner, with correction of import VAT in the amount of
Rp.2,969,958,000, because TB ES Aries vessel was purchased/imported from Seacoral Maritime
Pte Ltd, Singapore in 2000, provision of article 3 (1) SKMK No: KEP-252/KMK.04/1998 is
applicable, whereas import shall require a PPN DTP statement letter;
Whereas, because such vessel is an imported vessel which was free from import VAT but has
been transferred/sold before the required period (five years), Appellant is obliged to repay Import
VAT for TB ES Aries vessel whereby pursuant to NOS.SL/ESA/28.09/00 agreement dated
28 September 2000 between Seacoral Maritime Pte Ltd (seller) and Appellant it was agreed that
the purchase price shall be SGD 600,000 (equal to Rp.2,969,958,000, Minister of Finance
currency dated 28 September 2000, 1 SGD=Rp.4,949.93)
Whereas, as such, TB ES Aries vessel which was initially article 16D VAT object is reclassified to
become import VAT which must be repaid with import value of Rp.2,969,958,000.
Claim : Cancel Decision Letter of Director General of Taxation Number KEP-076/WPJ.06/BD.06/2008
dated 25 January 2008.
Ruling : Grant all of Appellant’s appeal request on Decision of Appellee No: KEP-076/WPJ.06/BD,06/2008
dated 25 January 2008 concerning Objection of Underpayment Tax Assessment Letter of Value
Added Taxes for Import Goods and Services for taxation period of January-December 2002 No,
00001/227/02/073/06 dated 6 November 2006, thus Value Added Tax for Taxation Period of
January-December 2003 becomes Nil.
Case Status : Judicial review process in accordance with Notification for Application of Judicial Review and
Submission of Judicial Review Memorandum No: MPK-002/SP.51/XII/2010 dated 13 January
2010, submitted by Director General of Taxation.
Letter of Response to Judicial Review Memorandum Number 0043/A.12/II/2010 dated 1 February
2010 from PT Wintermar.
n. Ruling No.Put. 06543/PP/M.I/10/2005 dated 4 October 2005
Parties : 1. PT Wintermar as Appellant
2. Director General of Taxation as Appellee
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Object of Claim : KEP-94/WPJ.6/BD.03/2004 dated 12 April 2004 concerning Response of Objection of Underpayment
Tax Assessment Letter of Article 21 Income Taxyear 2001 No: 00050/201/01/029/03 dated
26 February 2003.
Case Position : Whereas, in regard to issuance of Decision Letter of Appellee No: KEP-94/WPJ.06/BD.03/2004
dated 12 April 2004 concerning Rejection towards Appellant’s request of objection letter No.
2.129/A-12/IV/03 dated 15 March 2003 concerning Letter of Decision of 21 Income Tax Paid in
Deficit year 2001 No: 00050/201/01/029/03 dated 26 February 2003, thus in accordance with
article 27 (1) of Law No, 16 Year 2000 concerning General Taxation Provisions and Procedures
(KUP), the Appellant hereby applies for an appeal to Taxation Court for such ruling.
Whereas the taxation dispute between Appellant and Appellee started during examination process
conducted by Gambir Tiga Tax Services Office, continued by Jakarta I Regional Office Director
General of Taxation during the objection process, However, Appellant rejected all of the results
from both examination stages, because according to Appellant, all of the examination results were
different from its factual condition and situation on field, and not all supporting data which has been
submitted by Appellant was used during the determination of final decision;
Whereas, a number of objections from Appellant on results of previous examinations are as
follows:
1) Assets Account
Whereas Appellee determined the amount of Rp.57,015,704, with amount subject to Article
21 Income Tax of Rp.2,850,789, Meanwhile, all such expenses were purchase expenses for
communication devices and transportation expenses for Appellant’s crews leaving or
departing to the vessel such as plane tickets, accommodations and papers expenses for other
crews, all were issued by Appellant to third parties, not to relevant personnel, thus the
Appellee’s opinion that such expenses are subject to Article 21 Income Tax is firmly denied by
Appellant because all such expenses are not additional income for relevant personnel;
Whereas, Appellant noticed that from such expenses, some of them are pocket money which
is the personnel’s income but has not been deducted by tax by the Appellant, Therefore,
Appellant acknowledged pocket money expenses of Rp.3,809,500, with outstanding tax of
Rp.190,475.
2) Direct Expenses Account
Whereas Appellee recorded a number of expenses in this account amounting to
Rp.579,249,943, from such amount Rp.28,962,497 is subject to Article 21 Income Tax,
Meanwhile all such expenses are company operational expenses such as food for crews,
mutation expenses for crew, medical check-up for crew, spare part delivery cost, duty travel
expenses for land personnel who shall depart/return to vessel and a number of expenses
incurred to arrange for a crew who died on duty, all expenses which are subject to Article 21
Income Tax are not additional income for personnel, thus Appellee’s opinion is firmly denied
by Appellant because it is against article 4 Law No. 17 Year 2000 concerning Income Tax
which stipulated that Tax Object is income, namely ”any additional economic ability received
or obtained by Appellant, both domestic and offshore, which may be used for consumption or
to gain wealth,”
However, Appellant also noticed its mistake during payment whereas there is a lease fee in
relation to transport of vessel during vessel rescue process in Baru Island which has not been
deducted yet by Appellant in the amount of Rp.51,221,611, with outstanding tax of
Rp.614,659,
3) Indirect Expenses Account
Whereas Appellee obtained the figure Rp.285,523,462, with outstanding tax of
Rp.14,276,173, as outstanding Article 21 Income Tax expenses, Meanses during its travel to
participate in a tender process, and cellular phone usage fees to facilitate communication
process, and a number of expenses for office household expenses such as charity for Santo
Vincentius Foster Home, condolences bouquet and entertainment in form of parcels for a few
of Appellant’s customers, all these expenses are not subject to personnel’s Article 21 income
tax object, because they are not additional economic ability for personnel/recipient, and they
are supported by receipt of payment by Appellant, therefore Appellant hereby firmly denied
Appellee’s opinion;
Whereas, in regard to this indirect expenses account, Appellant noticed a mistake during
payment, thus there are success fee and consultancy services fee in the total amount of
Rp.82,511,500, with outstanding tax amount of Rp.4,914,725 which have not been deducted
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y the Appellant, therefore Appellant acknowledged its mistake and the outstanding tax
amount above,
Whereas, a number of objections which Appellant have stipulated in this appeal, with this appeal
process, Appellant as Appellant expects to be treated more fairly and more transparent in
accordance with prevailing regulations in Indonesia, thus the taxation court’s function as final fortress
in taxation dispute in Indonesia may be achieved;
Ruling : Grant some of Appellant’s appeal request towards Decision Letter of Director General of Taxation
No: KEP-94/WPJ.06/BD,03/2003 dated 12 April 2004 concerning Underpayment Assessment
Letter of Article 21 Income Tax No: 00050/201/01/029/03 dated 26 February 2003, thus the
outstanding Article 21 Income Tax for Taxation Year 2001 is as follows:
Tax Base Rp.2,575,172,453,
Article 21 Income Tax Expense Rp. 128,758,623,
Tax Credit:
Annual and monthly payment Rp. 52,913,237,
(-) Compensation of surplus to the following year
Rp. 679,937,
Credited tax Rp. 52,233,300
Outstanding amount of Principal Tax Rp. 76,525,323,
Administrative sanction: Interest article 13(2) KUP Rp. 21,427,090,
Outstanding amount Rp. 97,952,413,
Case Status : Judicial review process in accordance with Letter No: 0128/A,12/I/06 dated 9 January 2006 concerning
Judicial Review on Decision of Taxation Court No.Put,06543/PP/M,I/10/2005,
Whereas the said legal cases / disputes have no impact on the sustainability of the business of the Company nor
on this Public Offering plan.
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VIII. Activities and Business Prospects of the Company
1. General
The Issuer was initially established under the name of PT Swakarya Mulia Shipping in 1995 in Jakarta, pursuant to Deed of
Establishment No, 98 dated 18 December 1995 made before Mrs. Trisnawati Mulia, S. Jimmy S.H., Notary in Jakarta, the deed of
which was ratified by Minister of Justice by virtue of Decree No.C2-7680.HT.01.01.TH.96 dated 6 March 1996 and registered in
the registrar of Central Jakarta District Court No. 22/1997 dated 24 February 1997, and announced in the State Gazette Republic
of Indonesia No. 27 dated 4 April 1997, Supplement to State Gazette No. 1295. Deed of Establishment of the Issuer has been
amended a number of times, the latest amendment of which is set forth in Deed of Statement of Shareholders Resolutions of
PT Wintermar Offshore Marine Number 15 dated 16 September 2010 and approved by Minister of Law and Human Rights by
virtue of Decree Number AHU.44569.AH.01.02 Year 2010 dated 17 September 2010 and registered in Corporate Registry
No.AHU/0068211.AH.01.09.Tahun 2010 dated 17 September 2010.
Such Deed, among others, amended the name of the Issuer to become “PT Wintermar Offshore Marine Tbk.”, the nominal value
of shares, and Articles of Association of the Issuer, which is adjusted with Law No.8 of 1995 concerning Capital Market and its
implementing regulations in the event of becoming a Public Company.
The purposes and objectives of the Issuer is to engage in the shipping sector and in order to achieve such purposes and
objectives the Issuer may conduct the following business activities:
A. To engage in principal business activity in domestic shipping which includes the following business activities:
1. Conduct business activity of inter port sea transportation in Indonesia which shall be performed in both
permanent and regular manner, or non permanent and irregular shipping using all types of vessels;
2. Conduct activities of shipping/transportation of passengers, animals or goods between sea ports, drilling rigs,
offshore platforms, and other activities using all types of vessels including offshore sea transportation activity;
3. Conduct transportation of oil/gas goods using tankers;
4. Conduct transportation of hazardous material waste (B3);
5. Conduct chartering of vessels using various types of vessels;
6. Conduct business as owner’s representative for sea transportation shipping companies, both for permanent and
non permanent, domestic and international offshore shipping;
7. Conduct business of sea delay shipping;
8. Conduct business activities relating to lease of shipping-related equipments, including data processing,
equipment part list and related business activities;
9. Conduct business activity of ship management, including but not limited to maintenance, docking preparation,
supply of spare parts, shipping crew supplies, equipment and tools, logistics, shipping crews, insurances and
vessel worthiness certification;
10. Conduct supporting business activities for offshore activities,
B. Supporting business activities which support the Issuer’s principal business activities:
1. Conduct geophysical survey activity, such as seismic and underwater surveys;
2. Conduct marine offshore construction such as construction of offshore platform and structure;
3. Conduct under water inspection and repairs such as pipe inspection or repairs and installation of pipes using
vessel;
4. Act as ship broker in regard to sale and purchase or charter of vessel;
5. Conduct vessel repairs and maintenance;
6. Act as ship manning agency including but not limited to recruitments and placement of crews in accordance with
its classifications;
The main business activity conducted by the Company is in the sector of offshore marine support services for oil companies
operating offshore, by utilizing the shipping fleet owned by the Company.
The Company’s operational office is currently located at Jalan Kebayoran Lama No, 155, Jakarta. In addition, the Company also
owns 1 mess for vessel crew located in West Jakarta.
The Company has successfully transformed its business activity from the previous vessel chartering services for log transportation
for the national log industry, to become transportation services for offshore transportation supporting vessels for the national and
multinational oil and gas industry, particularly in the upstream sector.
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The history of business activities performed by the Company commenced in 1970 through Subsidiary PT Wintermar (previously
PT Worldwide International Marine) which was established to provide vessel chartering services to third parties to serve domestic
loading transportations such as log for plywood and sand industry. PT Wintermar’s fleet initially consisted of tug boats and barges.
In the early 1990s, management of PT Wintermar had a vision to enter into sea logistics supporting services industry for offshore
oil and gas companies, considering this sector’s high growth prospects. For the next few years, PT Wintermar prepared the
necessary infrastructure including operational policies and procedures and necessary human resources to meet international
shipping standard, particularly in regard to quality and safety.
In 1992, PT Wintermar entered into a contract with its first international client, Virginia Oil Company (Vico), and in 1997, PT Wintermar
acquired its first substantial contract from Chevron (previously Caltex Indonesia), largest crude oil producer in Indonesia.
Since then, its client portfolio has grown larger and provided services for international oil industry companies such as ConocoPhillips,
BP, Total Indonesie, Petrochina and ChinaNational Oil and OffshoreCompany (CNOOC).
The Company has rapidly developed and was supported by 57 vessels as of 30 June 2010 (with additional 8 vessels delivered or
expected to be delivered in the second half of 2010) consisting of various types of vessels, making the Company a strong force of
national company in the business of chartering of offshore transportation supporting vessel for domestic and offshore oil and gas
industry. In performing its business activity, the Issuer is supported by 6 subsidiaries, namely PT Wintermar, PT Sentosasegara
Mulia Shipping, PT Arial Niaga Nusantara, PT PSV Indonesia, PT Hammar Marine Offshore and Abbeypure Pte, Ltd., and by
441 experienced employees and vessel crews.
From 2008 up to 2009, the Company has conducted corporate restructuring with the purpose to prepare the Issuer to go public
and to strengthen the Issuer’s business and capital structure. The Issuer’s initial public offering plan and its goal to become a
public company are part of the Company’s long term plan to continue to improve its business in order to anticipate business
growth and to face and benefit from any opportunity to improve its business, following application of the cabotage principle from
1 January 2011.
Presidential Instruction (Inpres) Number 5 year 2005 concerning Empowerment of Shipping Industry is the principle basis
of application of the cabotage principle which expired on 31 December 2010, particularly for offshore activities supporting shipping
sector. In relation to such, the Company recognized prospects and opportunity to take over market share which has until now
been dominated by foreign-flagged vessels operated by foreign companies. With the application of the cabotage principle starting
on 1 January 2011, all transporting vessels with Indonesian flag used to support oil and gas upstream industry activities, in
accordance with the prevailing laws, must be owned by national companies of Indonesian citizens. In a foreign investment company
(PMA), in particular, the majority of shares must be owned by an Indonesian national. This requirement creates opportunities
for national shipping companies to expand their businesses.
Series of corporate restructuring and improvement of Company business capacity also aim to improve the Company’s value and,
in wider spectrum, value of all related parties in the Company’s business.
In performing its business activity, the Issuer relies on its purposes and objectives which have been determined to perform its
business. The Issuer’s complete vision and mission are as follows:
Vision : To be the leading operator of marine vessels in the energy industry in South East Asia.
Mission : To provide high quality marine support services through development and implementation of innovative solutions
with strong commitment to safety and to achieve the highest standards of professional conduct through integrity,
quality, teamwork and efficiency; and to ensure long term sustainability benefiting all stakeholders.
2. Competitive Strengths
The Issuer is confident that it is able to compete in a competitive manner in this industry because the Issuer has the following
strengths:
a. Profound expertise and experience in the industry
The Issuer is one of offshore activity supporting fleet provider companies for offshore oil and gas industry which has been
operating for more than 40 years. The Issuer’s management has in-depth operational expertise and experience in this sector.
Armed with such experience, the Issuer has successfully established a good reputation and track record which enable it to
secure contracts from esteemed oil and gas companies.
In addition, the Issuer is also actively involved in INSA (Indonesian National Shipowners’ Association) and maintains
cooperation with Government institutions and/or sea transportation unit in developing domestic shipping and oil and gas
industries.
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Presently, the Issuer’s President Director holds the position of chairman of the offshore transportation sector of INSA.
To perform an active role in similar industry in international scale, the Issuer is also actively involved as a member in IMCA
(International Marine Contractors Association).
b. Has National and International Certifications
The Company aims to be at the forefront among Indonesian companies in obtaining and achieving international quality
standards and certifications related to business activities. The Company has successfully met various standards and
regulations determined by multinational customers and authorized international certification institutions.
The certifications which presently have been obtained by the Company are as follows:
Safety Management Certification (ISM Code) from Indonesian Classification Bureau for the Company’s vessels
with Indonesian flags
Vessel Safety Management Certification (ISPS Code) from Indonesian Classification Bureau for the Company’s
vessels with Indonesian flags
Safety Management Certification (ISM Code) from ABS for the Company’s vessels with non-Indonesian flags
Vessel Safety Management Certification (ISPS Code) from ABS for the Company’s vessels with non-Indonesian
flags
Quality Management Certification (QMS) ISO 9000 from ABS
c. Modern and innovative fleet
The Company’s activity is supported by a relatively young fleet with an average age of approximately 8 years as of 30 June
2010. Almost all vessels owned by the Company have also been equipped with modern equipment and navigational
system. The Company has through innovation of product, also built its vessels with multi-functional equipment, thus providing
added value for its customers.
The Company is planning to increase its fleet with new vessels to strengthen its position as one of the leading offshore supporting
vessel fleet provider companies. With its relatively-young fleet, the Company’s operational activities become more efficient
and thus reducing repairs and maintenance fees.
The Company was the first to own Indonesian-flagged DP 1 and DP2 vessels and the largest and fastest FUV (fast utility
vessel) with Indonesian flag.
d. Strong commitment to health, safety and environmental security
The Company has a strong commitment to health, safety and environmental security aspects. This commitment is reflected in
numerous awards received by the Company, among others Exemplary National Shipping Company Year 2005 from
Indonesian Ministry of Transportation, “Excellent Safety Performance Operating Without Recordable Incidents” in years 2006,
2007, 2008 and 2009, and “Excellent Safety Performance Operating With Zero Recordable Injury For One Million Man Hours”
in 2009 for under water gas pipe network operational supporting services in West Natuna area, and the most recent one
“CNOOC Town Hall Awards for Excellent Safety Performance Year 2010”. The Company is confident that its excellent track
record in health, safety and environmental security helps it in obtaining new contracts.
e. Extensive business network and good long term relationships with customers
The Company enjoys excellent relationships with its customers, which affirm its position as a local company able to meet
high qualification requirements of the international oil and gas industry. A number of the Company’s main customers have
been the Company’s customers for more than 10 years. By maintaining excellent relationships with its main customers
through understanding of their needs and improving quality of its services, the Company is able to ensure that its existing
contracts are renewed and new contracts are available for the Company.
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f. Integrity as a core basis held by the Company in performing its business
The Company prioritizes integrity in performing its business activities. Such integrity is focused on three areas:
a. Integrity of Personnel - employees and crew:
The Company highly upholds the code of ethics and professionalism in work which are based on values of honesty and
commitment to quality and security;
b. Integrity of vessel fleet:
The Company continues to provide safe, high quality and well-maintained vessels; and
c. Integrity of services:
All units/divisions in the Company cooperate as one entity which provides the best services for its customers, so that
the customers can come to depend and rely on the Company.
3. Business Strategy
The focus of the Company is to become a principal partner for multinational oil and gas companies in providing offshore
transportation supporting services, both domestic and offshore with evident experience and international certification.
The Company has determined 6 pillars of principal business strategies in its effort to tackle competition and to maintain the Company’s
business development and continuity. The business strategy implemented by the Company is a guidance used to face the
Company’s development in the future.
The 6 pillars of the Company’s business strategies are as follows:
a. Development of high quality human resources
Purpose of this strategy is to (i) instill high integrity as a basic principle in conducting all activities, (ii) improve service quality
based on internal conscience from each individual to comply with determined business quality standard, and (iii) to improve
knowledge and expertise from all resources of the Company.
This strategy is applied by the Company with the following methods (i) high level management commitment to promote core
value of integrity to employees under its leadership, (ii) recruit professional experts in shipping sector with sufficient
qualification, and (iii) structured and routine training program specifically-tailored with each employee’s needs in all levels of
organization within the Company, for both employees assigned at the office or onboard of the vessels, implemented internally
within the Company or externally with institutions providing trainings.
b. Focus on expansion of high quality and young fleet,
The Company aims to increase its fleet with larger and more technology-advanced vessels with relatively young age, Until
present, large and technology-advanced vessels which are able to generate higher income and profit are usually owned by
foreign companies. One of the Issuer’s Subsidiaries, PT PSV Indonesia, was the first to own Indonesian-flagged Platform
Supply Vessels. With relatively young fleet, the Company’s operational expense is expected to become more efficient and it
expects to be able to provide more satisfactory services to customers.
Following the application of the cabotage principle from January 2011, foreign-flagged offshore vessels will no longer be
permitted to operate in Indonesian coastal waters. Foreign vessel operators in the offshore sector who wish to own
Indonesian-flagged vessels will be required to enter into joint ventures or similar arrangements with Indonesian entities. As
the Company believes that a significant proportion of revenues in the Company’s industry is accounted for by foreign-flagged
vessels, the Company anticipates that demand for Indonesian-flagged vessels will increase following application of the cabotage
principle, and will seek to leverage on opportunities to increase its market share resulting from the application of such
cabotage principle. The Company plans to accelerate its vessel acquisition plan, which includes among others
accommodation barges, crew boats, fast utility vessels, anchor handling tugs, anchor handling tugs supply, ASD tug boats,
platform supply vessels, construction vessels and crane barges, as well as offshore tugs and barges.
c. Utilization of advanced information technology system in operational activity,
Purpose of this strategy is to (i) integrate communication and control among on land operational areas with offshore
operational areas, (ii) enable an integrated vessel logistic data processing, movement of vessel crew and application of
Planned Maintenance System (PMS) technology, and (iii) ensure achievement of operational efficiency and repairs of equipment
procurement and control.
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This strategy is applied with the following methods (i) utilizing online and real-time system to process procurement of vessel
logistics connected to PMS (ii) utilization of Pointreck System to monitor ship movement and fuel consumption, and
(iii) continuously develop and improve internal system.
d. Utilize and expand excellent relationships with customers and maintain communications with the industry’s players
Purpose of this strategy is to (i) minimize risk of dependency on certain customer group, (ii) improve understanding of
customer’s needs and market share, and (iii) able to estimate maritime logistics needs trend in the future and provide
effective solution for the customer’s needs.
This strategy is applied with the following methods (i) continuously maintain an expansive relationship with national and
multinational oil and gas companies, (ii) continuously maintain excellent relationship with the industry’s players, (iii) improve
INSA’s active role in developing potential of offshore supporting business sector in Indonesia, and (iv) cooperate with key
partners to become a trustworthy services providers, including regulators and administrative parties which determine the
industry’s policy relating to the Company.
e. Conduct strategic alliance with foreign companies
Purpose of this strategy is to (i) expand the scope of provided services, (ii) increase the Company’s opportunity to obtain new
contracts and (iii) strengthen Company’s position as logistics services provider in Indonesia, and (iv) improve the Company’s
technology through transfer of technology.
Implementation of this strategy is by (i) continuously identifying and creating opportunities to conduct strategic alliances,
(ii) strengthening communications with ship owners in Asia to optimize marketing, (iii) identifying foreign companies providing
services in oil and gas industries, and (iv) applying new technology learned during current alliances to the Company.
Following the application of the cabotage principle from January 2011, foreign-flagged offshore vessels will no longer be
permitted to operate in Indonesian coastal waters. Foreign vessel operators in the offshore sector who wish to own
Indonesian-flagged vessels will be required to enter into joint ventures or similar arrangements with Indonesian entities in
which such foreign operators may hold not more than 49% of the business, and is required to own at least one vessel with of
at least 5,000 GT. The Company intends to seek to pursue opportunities for strategic alliances with one or more foreign
operators to act as their Indonesian partner, particularly those that focus on larger vessels that we currently do not have, and
is currently in discussions with one such operator.
f. Provide services with high integrity
Purpose of this strategy is to continuously provide services to its customers which meet high security and safety standards.
Implementation of this strategy is directed by instilling integrity on (i) all employees, whereas all employees must comply with
determined behavior code of ethics, (ii) all vessels, namely all of the Company’s vessels must be in good/business-worthy
conditions, with high quality, in safe and well condition with no damages, and (iii) services, whereas all members of the
Company’s organization cooperate as a unit to prove the best services for customers.
4. Business Activities of the Company
The Company’s business activity is to provide offshore supporting transportation services for companies in the oil and gas
industries, in exploration, development, production and post production stages, by utilizing vessel fleet owned directly and
indirectly by the Company, and also by using vessel fleet chartered from affiliated or third parties. In order to perform such
business activities, the Company has obtained necessary licenses from authorized Government institutions.
The Company provides various types of services to support offshore oil and gas business activities. Such activities consist of,
among others towing, mooring and anchoring rig/platform to certain locations where drilling of oil and gas is currently underway,
transportation of oil bay workers, machines, equipments, tools, and supply of food, clean water, and fuel. Other services provided
are security patrol in under water gas pipeline network and berthing and unberthing, harbor tug. A number of Company’s vessels
are equipped with fire extinguisher equipment.
Business activities of the Company are based on services provision contracts obtained through tender process held by
prospective customers. As applicable in oil and gas industry in Indonesia, all oil and gas companies operating in Indonesia must
meet the requirements governed by BPMIGAS (as further stipulated in paragraph 7 of this chapter), including long term
procurement of goods and services contracts. Such procurement of goods and services contracts generally consists of various
types, ranging from 1 month to more than 5 years. However, for the last 2 years, tender for procurement of offshore supporting
transportation services shows a change in trend in terms of term of contract, where presently there are more of contracts with term
of between a few months to 3 years as compared to contracts of more than 3 years. On one hand, such trend brings
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positive impacts whereas shorter term contracts result in accelerated procurement process for the following period, which directly
provides bigger opportunity for players to participate and opportunity to obtain contract
With the changing of trend and improvement of technology applied in oil and gas industry, and the increasingly tight provision on
work safety and security and environmental cleanliness, ability to provide fleet of vessels which meet such high requirement
specifications is an important factor to strengthen ability to compete and win a tender for procurement of offshore supporting
transportation services.
In relation to the above, the Company directs its business strategy towards increasing the number of technology-advanced
vessels, and continuously renewing safety and security standards in accordance with the latest international standard, and
expanding its cooperation network with other similar international companies.
The Company classifies its business activities into three groups, namely:
a. Operational of own fleet
b. Chartering – both affiliated or non-affiliated
c. Ship Management and other services – management of third party vessels, both affiliated or non affiliated
The offshore oil and gas industry has extensive supporting services requirements with certain specifications. A few types of
supporting vessels are often required to serve one offshore oil drilling well. Owning reliable fleet in terms of transportation
capacity, speed, technology, facility and supporting equipments with complete types and functions are important factors to achieve
and serve more extensive requirements in offshore oil and gas industry. In addition to owning a number of different types of
vessels, the Company’s vessels are designed to be able to perform 2 or 3 functions required by the customers simultaneously.
The Company not only relies on its fleet, but it also expands its income potential by using third party or affiliated party vessels.
This strategy is undertaken to satisfy customer’s needs, expand income potential and extend types of services provided by the
Company. This strategy benefits the Company because it does not require high capital expenditure; it uses available
infrastructures and experience.
Other service provided by the Company is management of offshore terminal. In this service, the Company utilizes ASD Tug vessel
which may be used to conduct maneuver, particularly to pull or push vessels to dock in terminals for oil and gas companies, and
also coal mining companies.
To support various types of services, the Company owns and operates various types of vessels, among others platform supply
vessel, fast utility vessel, anchor handling tug boat, diving support vessel, oil barge, tug boat, crew boat, work boat, mooring boat,
supply boat, landing craft and flat-top barge.
The following table displays pictures and captions on various types of vessels owned and operated by the Company:
ASD Tug
A tug boat equipped with ASD propellers with
better maneuver ability compared to fixed propeller
and rudder system
Crew Boat
Used to transport personnel, light goods from land
to location of offshore drilling well, This vessel may
also be used to monitor under water pipeline network
to avoid potential damages due to activities of
other vessels which cross the underwater pipeline
network
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Platform Supply Vessel
Transport required goods of oil drilling well and
return other cargoes to supply base port on land,
Own cargo tank to carry drilling mud, pulverized
cement, diesel fuel, water, and chemical substances

Fast Utility Vessel
Used to transport crew and requirements of an oil
drilling well in higher speed compared to similar
type of conventional vessel, and may be used for
emergency purposes
Oil Barge
Used to transport crude and processed oil
Anchor Handling Tug
Vessel with a quite spacious deck equipped with
crane to load and unload cargoes, This vessel is
also used to pull laybarge anchors or tow rigs
Landing Craft
Used to transport and land cargoes such as vehicles,
construction pipes and drilling equipment,
This vessel may be used to transport cargoes on
ports which do not have sufficient depth to dock
and do not have pier or crane facility. This vessel
may be used to reach remote areas
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Utility Vessel
Used to transport goods and personnel from and
to location of oil drilling well
Diving Support Vessel
Used to transport workers and divers who shall
perform inspection, construction or repairs of
underwater offshore installation. This vessel is
also used to support diving and inspection activities
5. Services of the Company
The Company provides offshore transportation services to national and multinational oil and gas companies which conduct
offshore oil and gas drilling activities, from exploration until production stages.
In providing such services, the Company charters various types of vessels in accordance with the chartering party’s requirements,
whereas the chartered vessels are equipped with onboard crews who are ready to be used at all time in accordance with the
chartering party’s needs during the charter period. The vessel operational activity is led by a ship captain who is responsible for
the overall vessel operational and navigation, meanwhile the chief engineer supports vessel operational activity by ensuring that
the vessel’s machines and equipments are functioning well and optimally, whereby they shall be supported by deck crews and
machineries crews.
The Company’s fleet age is relatively young, therefore the maintenance process becomes relatively easier and the operational is
more efficient.
The Company’s customers are generally international oil and gas companies operating in Indonesia. A few of the Company’s
customers have maintained relationships with the Company for more than 10 years.
Offshore transportation services for offshore oil and gas companies may be provided in various stages of oil and gas. This stage
generally consists of (i) seismic and survey stage; (ii) drilling stage; (iii) construction stage, and (iv) production stage,
In consideration of the customer’s needs as stipulated in the contract, chartered vessels may generally perform more than one
type of supporting duty.

The following is explanation on activities performed by the Company’s vessel crew in supporting activities of offshore oil and gas
companies:
Seismic and Survey Stage
In this stage, the Company’s vessels support seismic mother ship activities, among others in performing the following works:
Perform refill of fuel and plain water to seismic mother ships used for seismic survey;
As a chase boat, the Company’s vessel assists seismic mother ship’s activities in issuing warnings and dismissing other
vessels to ensure that they do not approach seismic activity area, including to clean fisherman’s nets which were left behind
or are within the seismic activity area.
Drilling Stage
In this stage, the Company’s vessels perform the following works, among others:
Pull rigs and conducts offshore mooring on location points according to determined coordinates;
Determine anchor pattern to perform anchoring rig at drilling locations;
Transport bulk cargo such as cement, oil base mud, fuel and plain water for drilling operations, Other cargoes such as pipes,
equipments and spare parts;
Conduct other stand-by works such as fire extinguishing and handling pollution caused by oil spill, and patrolling duties when
vessel traffic is high, search and rescue duties when required, The Company’s Fast Utility Vessel is equipped with safety,
pollution handling and fire extinguishing equipments;
Transport personnel from land to offshore rigs, platform or vessel during change of crews and other needs such as food,
beverages and others;
Assist de-mobilization of bay after completing drilling process and pull the bay to other places.
Construction Stage
In this stage, the Company’s vessels perform the following works:
Assist in preparation, assist in pulling platform or jacket to oil well location where production process is conducted;
Perform standby works such as fire extinguishing and prevention of offshore oil pollution;
Assist in transportation of pipes and other construction materials; and
Transporting personnel from land to offshore work location, or vessel during change of vessel crews, and other needs such
as food, beverages and others.
Production Stage
In this stage, the Company’s vessels perform the following works, among others:
Support ship to ship transfer activity for transfer of oil from FSO/FPSO to off-take tanker;
Provide stand-by services such as fire extinguishing and prevention of oil pollution;
Transporting personnel from land to offshore work location, or vessel during change of vessel crews, and other needs such
as food, beverages and others.
The following table displays the Company’s income for the last 5 (five) years based on its business activities:
(In million Rupiah)
30 June
31 December
Remarks
2010
Thousand %
2009
Thousand %
2008
Thousand %
2007
Thousand %
2006
Thousand %
2005
Thousand %
Rp.
Rp.
Rp.
Rp.
Rp.
Rp.
Charter of Vessel– Vessel
Owned
152,280 56.33 248,256 62,97 210,489 67.16 196,702 75.20
112,289 56.83 81,053 64.43
Charter of Vessel – Chartered
Vessel
100,124 37.04 121,895 30.92 63,509 20.26 62,799 24.01
81,036 41.01 44,589 35.44
Others 17.903 6,63 24,.078 6.11 39,406 12.58 2,057 0.79 4,247 2.16 153 0.13
Total 270,307 100.00 394,229 100.00 313,404 100.00 261,558 100.00 197,572 100.00 125,795 100.00
6. The Fleet of the Company and its Subsidiaries
As of 30 June 2010, the number of vessels operated by the Company and its Subsidiaries is 57 vessels, consisting of 13 vessels
ownedby the Company, 44 vessels owned by Subsidiaries, 8 vessels are expected to be delivered in the second semester of
2010, and 11 vessels that are about to be chartered from affiliated parties and third parties. Such vessels consist of 32 barges /
tugboats, 5 crew boats, 3 anchor handling tugs, 4 landing crafts, 8 utility vessels, 2 platform supply vessels, and 3 vessels of other
types.
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The following table displays growth in number of vessels owned by the Company from 2005 until 30 June 2010 based on type of
vessels:
Type of Vessels 30 June 2010 *
31 December
2009 2008 2007 2006 2005
Crew Boat 5 5 12 10 10 10
Tug Boat 16 16 16 19 20 19
Flat Top Barge 9 10 12 12 12 13
Landing Craft 4 4 3 3 2 2
Accommodation Work Vessel 1 - - - - -
Oil Barge 7 8 8 7 7 7
Oil Tanker 1 2 2 1 2 1
Fast Utility Vessel 5 5 4 3 2 -
Utility Vessel 3 3 2 2 1 1
Anchor Handling Tug 3 3 3 2 1 1
Azimuth Stern Drive Tug 1 1 1 1 1 -
Platform Supply Vessel 2 - - - - -
Diving Support Vessel - - - - - -
Total 57 57 63 60 58 54
* Two tugboats have been sold after 30 June 2010.
The following is a list of names of vessels owned and operated by the Company and its Subsidiaries at the time of issuance of this
Prospectus:
No Name of Vessel Type of Vessel
Construction
Year
Power (HP) /
Size (dwt)
Acquisition
Year
Owner Flag
1 SMS Express Crew Boat 1986 2 x 1800 2008 WIN Indonesia
2 SMS Prima Crew Boat 1986 2 x 1800 2008 WIN Indonesia
3 Petro Maju Landing Craft 1997 2 x 380 2005 WIN Indonesia
4 SMS Mulia Landing Craft 2009 2 x 600 2009 WIN Indonesia
5 SMS Swakarya Landing Craft 1997 2 x 500 1998 WIN Indonesia
6 SMS Tangguh Landing Craft 2006 2 x 600 2007 WIN Indonesia
7 OB SMS 3000 Oil Barge 2000 2.800 dwt 2001 WIN Indonesia
8 OB SMS 3002 Oil Barge 2002 2.800 dwt 2003 WIN Indonesia
9 OB SMS 3003 Oil Barge 2005 2.800 dwt 2005 WIN Indonesia
10 SMS Sakti Tug Boat 2001 2 x 818 2005 WIN Indonesia
11 STG 168 Tug Boat 2001 2 x 818 2008 WIN Indonesia
12 SMS Transporter Accomodation Work Vessel 1997 2 X 945 1999 WT Indonesia
13 GESIT Crew Boat 1982 3 x 510 2004 WT Indonesia
14 Pesat Crew Boat 1991 2 x 510 2004 WT Indonesia
15 Petir Crew Boat 1991 2 x 510 2004 WT Indonesia
16 Prisai Fast Utility Vessel 2005 3 x 1400 2006 WT Indonesia
17 SMS Able Fast Utility Vessel 2008 3 x 1400 2009 WT Panama
18 SMS Abel Fast Utility Vessel 2007 3 x 1400 2008 WT Indonesia
19 SMS JOL Fast Utility Vessel 2006 3 x 1400 2006 WT Indonesia
20 SMS Vincent Fast Utility Vessel 2007 3 x 1400 2007 WT Indonesia
21 Dawai II Flat Top Barge 1996 900 dwt 2004 WT Indonesia
22 SMS 233 Flat Top Barge 2002 3.715 dwt 2009 WT Indonesia
23 SMS 3001 Flat Top Barge 2005 8.000 dwt 2009 WT Indonesia
24 SMS 303 Flat Top Barge 2005 7.576 dwt 2006 WT Indonesia
25 OB SMS 90 Oil Barge 1997 900 dwt 1998 WT Indonesia
26 Satria Satu Oil Tanker 1998 2 x 800 2008 WT Indonesia
27 Dwiprima 1 Tug Boat 1997 2 x 350 2000 WT Indonesia
28 SDS 24* Tug Boat 2001 2 x 640 2001 WT Indonesia
29 SDS 32 Tug Boat 2002 2 x 818 2007 WT Indonesia
30 SDS 38 Tug Boat 2004 2 x 400 2005 WT Indonesia
31 SDS 40 Tug Boat 2004 2 x 400 2005 WT Indonesia
32 SDS 42 Tug Boat 2004 2 x 500 2005 WT Indonesia
33 SDS 44 Tug Boat 2005 2 x 1016 2005 WT Indonesia
34 SDS 46 Tug Boat 2005 2 x 1018 2006 WT Indonesia
35 SDS 48 Tug Boat 2005 2 x 1018 2006 WT Indonesia
36 SDS 50 Tug Boat 2006 2 x 829 2007 WT Indonesia
37 ES Taurus Utility Vessel 1997 2 x 640 2001 WT Indonesia
38 SMS Voyager Utility Vessel 2008 2 x 1400 2009 WT Indonesia
39 Bintang Natuna Anchor Handling Tug 2005 2 x 2000 2007 SMS Indonesia
40 Petro Perkasa Anchor Handling Tug 1996 2 x 2300 2005 SMS Indonesia
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No Name of Vessel Type of Vessel
Construction
Year
Power (HP) /
Size (dwt)
Acquisition
Year
Owner Flag
41 Wei Gang Tuo 10 Azimuth Stern Drive Tug 2000 2 x 2000 2006 SMS Indonesia
42 SMS 1808 Flat Top Barge 2002 1.500 dwt 2002 SMS Indonesia
43 SMS 1805 Oil Barge 1999 1.800 dwt 1999 SMS Indonesia
44 SMS 1806 Oil Barge 1999 1.800 dwt 1999 SMS Indonesia
45 SDS 28 Tug Boat 2001 2 x 640 2001 SMS Indonesia
46 SMS Frontier Utility Vessel 2006 2 x 829 2007 SMS Indonesia
47 Bintang Sebatik Anchor Handling Tug 2007 2 x 1750 2008 ANN Indonesia
48 SMS 2302 Flat Top Barge 2001 3.715,8 dwt 1999 ANN Indonesia
49 Petro Nusantara Flat Top Barge 1996 1.600 dwt 2005 ANN Indonesia
50 Petro Badak Oil Barge 1992 5.700 dwt 2007 ANN Indonesia
51 SMS Arial Tug Boat 1999 2 x 350 2007 ANN Indonesia
52 Niagara 1801 Flat Top Barge 1997 1.500 dwt 1999 ANN Indonesia
53 Niagara 1803* Flat Top Barge 1997 1.500 dwt 2001 ANN Indonesia
54 WM Makassar Platform Supply Vessel 2010 2 x 3156 2010 PSV Indonesia
55 WM Sulawesi Platform Supply Vessel 2003 2 x 2725 2010 PSV Indonesia
56 SMS Rainbow Fast Utility Vessel 2010 3 X 1400 2010 WT Indonesia
57 SMS Assurance Anchor Handling Tug 2010 2 x 2000 2010 WT Indonesia
58 SMS Discovery Diving Support Vessel 2010 2 x 1400 2010 SMS Indonesia
59 SMS 250 Heavy Load Barge 2010 4.000 dwt 2010 SMS Indonesia
60 SMS Vanda Tug Boat 2009 2 x 1600 2010 SMS Indonesia
61 SMS Spectrum Fast Utility Vessel 2010 3 X 1400 2010 ABP Panama
* These vessels have been sold after 30 June 2010 and have not been received by the buyer, nor the purchase price paid in full.
Note :
WIN = PT Wintermar Offshore Marine Tbk
WT = PT Wintermar
SMS = PT Sentosasegara Mulia Shipping
ANN = PT Arial Niaga Nusantara
HMO = PT Hammar Marine Offshore
PSV = PT PSV Indonesia
The following constitutes the list of vessels of the Company that have been and shall be received by the Company within the
period between 1 July 2010 and the date this Prospectus is issued, namely:
No Name of Vessel Type of Vessel
Construction
Year
Power (HP) /
Size (dwt)
Acquisition
Year
Owner Flag
1 Seacove Knight Anchor Handling Tug 2010 2 X 2600 2010 WT Indonesia
2 Jenny (HW07) Utility Vessel 2010 2 x 1400 2010 HMO Indonesia
3 SMS Vision Fast Utility Vessel 2010 3 X 1400 2010 WT Indonesia
* Vessels have been received by the company since the publication of this propectus.
The Company charters vessels from affiliated parties and third parties from time to time, used for the Company’s business
activities.
The following is a list of vessels chartered from affiliated and third parties and which the Company’s chartering division has
chartered out to customers, as of 30 June 2010:
No, Name of Vessel
Type of
Vessel
Construction Year Size (HP) Owner Flag
1 FOS Universe FMPV 2003 4 x 2575 Fast Offshore Supply Pte, Ltd, Panama
2 FOS Star FMPV 2007 4 x 2575 Fast Offshore Supply Pte, Ltd, Panama
3 FOS Polaris FMPV 2008 4 x 2575 Fast Offshore Supply Pte, Ltd, Panama
4 FOS Orion FMPV 2008 4 x 2575 PT Fast Offshore Supply Pte Indonesia
5 FOS Gemini FMPV 2010 4 x 2575 Fast Offshore Supply Pte, Ltd, Panama
6 POSH Voyager* AHTS 2008 2 x 4000 POSH Semco Pte, Ltd Singapore
7 POSH Value* AHTS 2010 2 x 4000 POSH Semco Pte, Ltd Singapore
8 ERA Maritim
AHTS 2007
2 x 2575 PT Era Indosia Fortune
Indonesia
9 Servewell Eager Tug
2008
2 x 600 PT Logindo
Indonesia
10 GO Cougar
PSV
2008
2 x 2600 Go Offshore Pte Ltd
Liberia
11 Highland Guide
PSV
1999
2 x 2320 Gulf Mark Offshore
Panama
* Chartered after 30 June 2010.
The charter period for each vessel chartered by the Company from affiliated and third parties depends on the length of a services
contract provided by the Company to its customers.
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7. Business Process of the Company
Series of process which must be undertaken by the Company to acquire a contract is generally by way of tender process in
accordance with Manpower Guidance Regulation No, 007-Revision-1/PTK/2009 issued by BPMIGAS, The stages of such tender
process are as follows:
(1) Auction Announcement
Announcement of auction is conducted publicly through announcement board in KKS Contractor, Newspaper and Electronic
Media, as well as BPMIGAS Website. Announcement of auction consist of, among others name and address of KKS
contractor which shall conduct auction, Title and number of auction and brief description on auctioned goods/services,
conditions of registration, place, day, date and time limitation to register as candidate of auction process, procedures and
time frame for implementation of assessment on qualification of auction participant candidate, and the venue, date and time
to collect qualification documents and procurement documents.
(2) Registration Stage
Before the Company may be invited to a tender process, the Company must register to be qualified as partner of the relevant
oil and gas company. Criteria required in registration process, among others include: experience, has sound financial condition,
has excellent safety and environmental policy, possesses HSE (Health, Safety, Environment) certification which meets
the required standard, has required licenses and sufficient administration, such as deed of establishment, Taxpayer Registration
Number or NPWP, Letter of Acknowledgement of Taxable Entrepreneur, Certification from Indonesian Chamber of Trade
and Commerce or KADIN, employee social security or Jamsostek, company domicile, Sea Transportation Business License
or SIUPAL, Company Registration Certificate and Oil and Gas Registration Statement Letter or SKT Migas.
(3) Pre-qualification Stage
In this stage, oil and gas company conducts evaluation on completeness of licenses, certifications, and administrations
submitted by Company at the previous stage. At this stage, generally, the Company shall sign domestic component
statement letter which is the Company’s commitment to utilize a minimum domestic component of 35%.
(4) Invitation to Submit Tender Stage
After duly registered as partner of an oil and gas company, if such company requires offshore supporting vessel services,
such company shall invite the Company to submit its bid through a tender process for requirement of logistics supporting
vessels or other logistic services. In such invitation, the customer determines the requirements to submit tender, Invitation to
submit a bid through a tender process may be conducted through mass media or direct invitation to the Company.
(5) Open Bid Stage
Open Bid stage is when the Company and its competitors must meet all tender requirements determined by customer, submit
complete registration document and name a bidding process. The tender committee established by the Company shall
conduct evaluation to ensure that the Company has the ability and resources to meet the requirements determined in
submitting a tender. This stage is completed with all participants being granted the opportunity to examine completeness of
documents and bidding submitted by other participants on the day determined to submit a tender.
(6) Technical Survey Stage
Generally, a tender consists of operational, technical and commercial aspects. The operational and technical aspects consist
of among others: (i) specifications of required type of vessels; (ii) required type of services; (iii) charter period; (iv) health,
security and environmental requirements; (v) execution plan; (vii) information on vessel crew’s qualifications; (viii)
management experience; and (ix) information on insurances. These aspects are observed and examined during a technical
survey conducted by the tender offering company. The survey is relatively timely and may take up to several months for a
complex/complicated tender.
(7) Commercial and Negotiation Stage
The commercial and negotiation aspects in regard to vessel charter and services fees.
(8) Granting of Contract Stage
When the Company wins a tender, a contract shall be granted to the Company, and resources required for the project (vessels
and vessel crew) shall be allocated in accordance with the contract’s needs. Previously, the Company shall perform final
examination to ensure that the vessels which shall be mobilized are in accordance with technical specifications requested by
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customer. Sometimes, the customer itself shall conduct final examination survey to ensure that the chartered vessel is in accordance
with the desired requirements.
8. Customers of the Company
Most of the Company’s customers are companies engaged in the oil and gas industry, among others ExxonMobil, ConocoPhillips,
Husky Energy, BP (Beyond Petroleum), Premier Oil, Pertamina, Chevron, Total, PetroChina, PetroSelat, Santos, Kodeco Energy,
Medco Energy, CNOOC, Reliance and Star Energy. The Company maintains a close relationship with its customers, which allows
it to understand its customers’ strategic development plans which may be a basis for planning the Company’s business
development in the future.
The following is a list of the Company’s main customers, with top 10 customers having contributed 65.5% of the Company’s total
revenues for the six months ended 30 June 2010:
No. Name of Customer
1 Anadarko Propordi Ltd
2 ConocoPhillips Indonesia Ltd
3 Kodeco Energy Co Ltd
4 Premier Oil Natuna Sea B.V
5 Kangean Energy Indonesia Ltd
6 BP Berau Ltd
7 ExxonMobil Exploration & Production Indonesia
8 Salam Bahagia
9 Eni Bhukat Ltd
10 BUT Statoil Indonesia
The Company has been increasing the number of customers in the last few years by taking part in more tenders and actively
visiting potential customers. This strategy has shown results, which are three newly acquired customers, namely Anadarko
Propordi Ltd, Eni Bukat Ltd, and Statoil Indonesia.
The Company also continues to endeavor to understand business of its current and prospective customers, and to gain
information about their demands and requirements to be able to develop and provide innovative and best transportation solutions.
The senior management and operational team continue to maintain relationship with its customers to gain information on, identify
and respond any change in each customer’s business and to be able to benefit from business opportunity from such customer.
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To expand its customers network and to reduce its dependency on certain customers, the Company is applying the following
steps:
Actively visit current and potential customers
Use marketing network outside the Company such as agents/brokers.
Improve Marketing
Actively participate in seminars by BP Migas or other instances related with oil and gas industry.
The Company does not depend on any one particular customer.
The Company does not make any expenses for research and development. Nevertheless, based on the information received by
the marketing team and the management concerning the development of offshore oil and gas industry, the Company immediately
identifies the types of vessels or services needed to thereafter conduct an adjustment or to purchase vessels and supporting
equipments needed. The expenses made by the Company to actively participate in the seminars held by associations or to take
part in industry exhibitions, within or outside Indonesia, and actively visit potential customers constitute development costs.
9. Marketing
The Company considers effective marketing strategy as important factor in competing in logistics supporting services for offshore
oil and gas companies. The Company’s principal marketing strategy is to position the Company as a competent, trustworthy and
competitive services and solution provider in the sector of logistics supporting services for offshore oil and gas companies.
The Company is committed to provide high quality services which are oriented towards customer satisfaction. The Company
continuously endeavors to develop and maintain excellent relationship with customers, In addition to maintaining relationships with
existing customers, the Company also continues to seek new customers to expand its customer basis. The Company’s marketing
team periodically visits its customers to maintain business relationships. The Company believes that its expansive business
network can become a significant and consistent potential source of income in the future. The Company’s marketing focuses on
Indonesia since the open business expansion is in line with the application of the cabotage principle starting January 2011.
Presently, the Company’s marketing team consists of 6 persons who are directly led by the Issuer’s President Director. The
Company also utilizes broker services, particularly offshore, to acquire new contracts for its fleets.
The Company continuously endeavors to gain recent information on market conditions. The Company continuously maintains
excellent relationships with oil and gas companies in order to maintain exchange of information on business development in the oil
and gas sector and type of vessels owned by the Company. The Company believes that knowledge of market information is highly
important to gain a better understanding of customer’s needs, conditions of supply and prevailing market prices, which then allows
the Company to submit the best bid to its customers in a tender process.
The Company, together with INSA, also holds official meetings from time to time with Director General of Sea Transportation,
Ministry of Energy and Mineral Resources, BPMIGAS and also other oil and gas companies, as a facility to expand promotion and
maintain good relationship.
10. Maintenance and Safety Process
The Company realizes that the satisfaction of its customers and the continuity of the Company’s activities are heavily influenced
by the condition of its fleet. In order to maintain the quality of its fleet, the Company periodically conducts a series of
well-planned maintenance. Such maintenance activities include preventive maintenance, predictive maintenance, and corrective
maintenance, through a Planned Maintenance System.
The maintenance activities undertaken by the Company include, among others:
1. Periodic maintenance of hull
2. Periodic maintenance of vessel machine
3. Periodic maintenance of navigation system and safety system on the vessel.
Vessel survey is required to be undertaken by all vessels owned by the Company. This vessel survey constitutes an activity of
maintenance and safety process that is important to be complied with in order for the fleet of the Company to always be in an optimum
condition and fit to operate efficiently and safely. The policy to conduct this vessel survey constitutes a realization of the
responsibility of fleets of the Company towards the quality of security and safety provided to its customers.
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Based on the purposes of the implementation of vessel survey, the survey is categorized into 2 types, namely:
1. Statutory survey : this survey is conducted by and intended for a country, to which the vessel shall subject, registered, and
which shall give it a flag. The survey includes compliance to aspects of vessel safety in accordance with the prevailing
regulations in the country wherein the vessel is registered, and also to determine the adequacy of the vessel, including the
age of the vessel.
2. Classification survey : this type of survey is conducted by a certain organization or instance for the interest of the
classification of each vessel, so that all vessels can be categorized into certain classes according to their capability and
adequacy. Classification in Indonesia is conducted by the Indonesian Classification Bureau (BKI), which implements
2 examination surveys within a 5 year period at the dockyard. The classification institution grants class certification, which
states that the vessel has been built and maintained in accordance with the requirements from the classification institution,
and also has complied with the regulations and stipulations in the country, wherein the vessel is registered.
All of the Company’s vessels have planned and period schedule for the implementation of survey on the next vessel that must be
comply with and fulfilled so that the condition of the Company’s vessels meets the standards of safety and the prevailing
regulations. Based on the time of implementation of the survey that shall be conducted by the Company, the survey is divided into
the following types:
a. Annual Survey
The annual survey for vessels is conducted on hull and machines on the vessel, including examination on electricity appliances,
safety equipments, communication tools, and classified special equipments, within a period of 12 months, give or
take three months from the commencement of the period of the class stated in the certificate.
b. Interim Survey
Interim Survey in general has broader coverage than that of annual survey. This survey is conducted on vessel’s structure
and equipments, and is conducted in relation to the second or third annual survey.
c. Special Survey
A vessel is obligated to implement drydocking twice within a period of five years in the five year survey cycle, with maximum
36 months between the inspection for underwater survey and repair in relation to the results of inspection. Underwater survey
can be implemented as the replacement of drydocking in an interim survey for a vessel with age less than 15 years,
nevertheless a vessel must still implement drydocking in relation to the special survey.
A special survey, or also referred to as class renewal survey, is conducted on hull and machines on the vessel, including
examination on electricity appliances, safety equipments, communication tools, and classified special equipments every
5 years from the vessel certification. In a special survey, the vessel is tested comprehensively, including ultrasonic measurement
to determine the width of steel structure. Should the width of steel be less than class requirement, the classification institution
shall ask for renewal or replacement. In general, replacing steel needs quite large cost, especially for aged vessels.
If a damage is discovered by a surveyor from the classification institution during a survey activity, the vessel must be repaired
immediately. All vessels of the Company have passed and acquired certification from the Indonesian Classification Bureau or the
International Association of Classification Society (IACS).
In addition, to guarantee that the Company’s vessels operate in an optimal way, the Company applies a strict schedule for
maintenance and replacement of spare parts, which have been integrated with a spare parts stock inventory system managed
from the head office in Jakarta. Each vessel may communicate directly to the head office to order spare parts for maintenance
needs, and the number of spare parts stock is continuously monitored through a software application system and should it be
below the minimum limit, an order shall be made through the head office. This software application system is NS5 from the
Nautical Systems, American Bureau of Shipping, and is used to implement maintenance planning, inventory control, and
procurement process for goods needed for the Company’s operations.
The Company is aware of the importance of the role its employees play in the Company’s business activities, and pays close
attention to the health and safety of its employees. The Company adheres to and complies with the stipulations related to the
safety and security of maritime. Routinely, the Company conducts inspection and monitoring on vessels and their equipments,
installment of safety signs. For its vessel crews and employees, the Company provides self protection gears, training and education
for health and safety. In addition, the Company requires periodic physical and mental health examinations for its vessel crews
and employees.
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The routinely implemented safety programs of the Company are, among others:
Periodic visit on board the Company’s vessels by internal inspection team (Vessel Inspection) or management team
(Management Visit) of the Company.
Periodic audit by internal and external to monitor, and ensure the guarantee of, the implementation of the Company’s
safety program.
Safety drill for vessel crew.
Development training and education for vessel crew.
Inspection with customers (joint management visit) to the Company’s vessels
Drawing up finding report reported by vessel crew for matters that need attention or improvement.
Audit program on management and safety system on board the vessels conducted periodically, whether qualified and
competent by internal or external auditors
The Company’s high commitment to safety is reflected in the certificates it has acquired. In 1998 and 2001, the Company acquired
the Document of Compliance (DOC) and Safety Management Certificate (SMC) as parts of the Company’s commitment in
applying the safety standards in managing and operating the Company’s fleet in accordance with the International Safety
Management (ISM) Code, each of which is issued by American Bureau of Shipping (ABS) and the Indonesian Classification
Bureau. In 2003, the Company acquired ISO 9000 certificate from the ABS Quality Evaluations Inc and in 2004 it acquired the
International Ship Security Certificate (ISSC) for the Company’s fleet in accordance with the stipulations as part of the Company’s
commitment to comply with the provisions of ISPS (International Ship & Port Facility Security) Code.
The Company is also a member of the International Marine Contractors Association (IMCA) which has compiled various work and
operations safety guidance, particularly in oil and gas sector. Numerous IMCA guidance are applied abroad, however it has not
been completely applied in Indonesia, in this case, the Company has applied such guidance and plays active role in promoting it in
Indonesia, including in the event of application of standards of inspection of Company’s fleet of vessels by referring to the standards
of Common Marine Inspection Document (CMID), which constitutes the prevailing standards in oil and gas industry in the
world.
International Safety Management Code (ISM Code) constitutes a regulation concerning maritime security and safety issued by the
International Maritime Organization (IMO), an organization below the United Nations. This ISM code also includes instructions and
procedures on how to operate vessels safely and it also explains the procedures for emergency circumstances. Thus in the ISM
Code, the party controlling the operations on vessel is obligated to develop a management system and policies on vessel
security/safety, including operations management related to the environment.
The Company consistently tries to acquire international level certificates, among other is the certificate in Quality Management
System, which is by improving the ISO 9000 certification owned by the Company, from initially in accordance with ISO 9001:2000
to then refer to the latest quality management standard of ISO 9001:2008, certificate in Environmental Management System –
EMS in accordance with ISO 14001:2004 and certificate in Occupational Health and Safety Management – OHMS in accordance
with ISO 18001:2007.
The Company is working with the Lloyds Register Quality Assurance (LRQA) in processing management certificate with scope of
certification of “Management Service of Ship Operation” for three standards of certification, namely ISO 9001:2008, ISO
14001:2004 and OHSA / ISO 18001:2007. The Company has succeeded in completing Phase I of such certification process with
respect to the ISO 9001:2008 certification, and expects to complete Phase II in the fourth quarter of 2010. Assuming it completes
Phase II of the certification process, the Company believes that it will be the first national offshore shipping company with an
Integrated Management System certification.
11. Environmental Safety and Pollution
All vessel operational activities of the Company have fulfilled the international and national protocol related to pollution prevention,
in particular with the following method:
Company’s vessels used in construction phase (oil and gas industry business activities) and up to the phase wherein operational
activities are carried out by fulfilling all terms and conditions on environment as required by the Marine Pollution International
Convention (MARPOL), which regulates prevention of environmental pollution as the impact of shipping business activities caused
by disposal of oil and other vessel waste, and to reduce disposal of oil or vessel waste to the ocean caused by accidents. Procedures
and regulations set forth by this MARPOL convention emphasizes on the prevention of pollution in sea waters caused by
disposal of oil, chemical substances (whether in closed or open containers), garbage, and vessel waste (whether in solid form, or
waste cargo package) from the vessel to the ocean.
The International Convention for Preventing Marine Pollution by Shipping (MARPOL) was held in 1973, which was then renewed
with a protocol issued in 1978 (or referred to as Marpol 73/78), where last it has been amended in 2006. MARPOL convention
and protocol contain 6 Annexes, which among others explain the all rules concerning handling of prevention of pollution at sea
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and the environment related to it, not limited to allowed disposal, equipments on a vessel, and other, in summary, the 6 Annexes
are:
Annex I, containing stipulations regulating prevention of disposal of oil and oil residual (oil pollution);
Annex II, containing stipulations regulating prevention of disposal of toxic liquid waste;
Annex III, containing stipulations regulating prevention of disposal toxic materials transported in cargoes;
Annex IV, containing stipulations regulating prevention of disposal of garbage or waste from vessels (seawaste);
Annex V, containing stipulations regulating prevention of disposal of household waste, other solid waste, including other
cargo waste;
Annex VI, containing stipulations regulating prevention of disposal of toxic waste from the vessel
The Company has also met all environmental terms and conditions applicable to vessels transporting liquid cargo, such as those
required by various authorized parties regulating the shipping industry. In addition, all of the Company’s vessels have been
provided with a manual to prevent pollution on the vessel.
12. Business Competition
The Company’s industry constitutes an industry that is segmented based on the types of vessels operated. Each type of vessel
operated by the Company has a different level and number of competitors. The Company believes that its competitive strength
within the industry lies especially in its capabilities to provide vessels with high level of technical specifications and various
functions.
Oil and gas companies constitute the Company’s primary customers. Business competition in offshore supporting vessel services
industry is in the charter price, quality of service provided by vessel crew, and quality and availability of vessels with particular
specifications.
Quality of vessels is related to factors such as equipments for anchor handling, towing, loading and unloading liquid bulk cargoes,
dive support capability, and capability to conduct dynamic positioning (DP 1 and DP 2) for PSV (Platform Supply Vessel), and
operational technology applied by each vessel.
The pattern in selecting the provider of offshore supporting vessels services is conducted through a rigorous tender process, making
it difficult for new players to enter this industry. This provides leverage for older players which have been in the industry first,
as well as for those with a greater variety of types, sizes, and specifications of vessels. In this case, the Company is one of the
older players with such competitive advantage in the business competition.
In addition, this industry is generally capital intensive, with a high barrier of entry for new players. To be able to compete with
companies stable in this industry, new comers need significant capital investments to purchase a fleet of offshore supporting vessels.
Nevertheless, offshore supporting vessels services business is currently quite competitive. The Company believes that even
though charter price constitutes an important factor in facing the competition in gaining new contract, however the Company also
emphasizes on factors of quality and innovation in providing solutions for customers, which according to the Company may
differentiate the Company from its competitors.
In this business sector, the Company is in competition with a number of similar companies, both foreign or domestic, namely
PT Trada Maritim Tbk, PT Rig Tender Tbk, Miclyn Express Offshore Pty Ltd, Swissco International, Ezra Holding Ltd, Tidewater,
Seacor, Bourbon Marine.
In order to face the enactment of the cabotage principle on 1 January 2011, currently 56 out of 57 vessels owned by the Company
have Indonesian flag. This provides the Company with the capability to directly meet the cabotage principle provision, so that it
may continue its business activities.
The focus of the Company in the future is to have vessels with very high additional value, where the majority of the owners of vessels
are still foreigners. With the enactment of the cabotage principle by the Government, the Company sees an opportunity to
take over the market and become a master in its own home.
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The focus of the Company in the future and the market portions are as follows:
Fast Utility Vessel / Large Crewboat (Length > 100 ft)
In FUV market share, keeping in mind the operation of foreign vessels in this sectors has been closed earlier, in
accordance with the agreement between INSA, Hubla and BP Migas, therefore there is no longer foreign player for this
FUV vessel.
Anchor Handling Tug Supply (AHTS > 7500 HP)
Currently there is only one vessel with Indonesian flag in this group.
Platform Supply Vessel (PSV > 3000 dwt)
The Company has 2 units of this type, and these two vessels were the first with Indonesian flag.
PSV > 3000 dwt in general is the elected vessel in deep sea drilling activities. Generally this vessel is equipped with Dynamic
Position System.
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Fast Multipurpose Support Vessel (FMSV)
FMSV is a multi use / multi function vessel of the latest generation.
Within the four types of vessels described above, out of the 48 units in question, only 28 vessels have Indonesian flag.
13. Business Prospects
Indonesian shipping industry has positive prospect in the future with interesting growth. This is supported by the cabotage
principle, based on which starting from 1 January 2011, all vessels providing services in offshore oil and natural gas industry in
Indonesia must have Indonesian flag. The majority of the number of vessels, which have been operated by foreigners, are vessels
with high class specifications and generate high level of income. Therefore, with the foreign players exiting from the market share
of these high specifications vessels, the Company has an opportunity to enter it. In a broader point of view, the following is a number
of matters supporting the Company’s business prospects:
a. Macroeconomics Factors
Fundamentally, national economics has been continuously showing improvement, which is reflected from the increase in surplus
in payment Balance Sheets and the estimation of the stability of Rupiah’s exchange value in the future. In line with such, the
controlled food supplies along with the increase in the growth level of agriculture sector continue to encourage the decrease in
inflation, which in turn shall open opportunities for a decrease in interest rate of SBI. In national economics, the estimated
slowdown of economic growth in a number of countries is expected to encourage the stability in oil price in international markets.
Such indicator shows that the Indonesian economy is on the right path and is likely to continue to provide conducive conditions
and have positive influence on the business climate in Indonesia.
This is evident from the indicators of the Indonesian economy, as shown in the table, including the growth of GDP and inflation
(which are adjusted to the changes in Indonesian Consumers Price Index) based on annual changes:
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As of 31 December
Primary Economic Indicators 2007 2008 2009
Growth of Real GDP 6.3% 6.1% 4.5%
Average of Exchange Value (Rupiah /Dollar AS) 9,400 10,950 9,400
Inflation (growth in Consumers Price Index))
Source: Bank Indonesia and Statistics Central Bureau
6.6% 11.1% 2.78%
b. Growth potential in oil and natural gas industry
The Company believes that the trend of growth in production volume of oil and natural gas in Indonesia is closely related to the
growth of Indonesian economy. Government State Budget Income is mostly acquired from oil and natural gas industry, therefore
with more new blocks of oil and gas discovered, the target to meet Government budget can be met.
The more drilling activities offshore Indonesian waters, the higher the demand for types of vessels with high specifications.
Furthermore, the stricter the regulations in Indonesian shipping sector for foreign players, the more opportunities the Company
has to establish a strategic cooperative relationship with foreign companies.
The growth in oil and gas sector industry is estimated to develop more in the future. According to production data in 2007,
Indonesia failed to produce 1 million barrels of oil per day. Currently the Ministry of Energy and Mineral Resources and BP Migas
(Implementing Body for Upstream Activities of Oil and Natural Gas) of Indonesia targets oil production to reach 1.5 million barrels
per day in 2015. With the increase in target in domestic oil production, the activities of development of offshore oil drilling
drydocking shall increase, which shall directly cause the increase in demand for logistics supporting services from oil and gas
companies to support this offshore oil and gas industry.

c. Regulations and Cabotage Principle
Other development that shall also contribute to the increase in shipping industry is Government’s efforts to encourage and push
forward sea transportation sector and its supporting industry. Various efforts have been, and shall be, made by the Government to
encourage and push forward the transportation sector, whether by physical development, infrastructure construction and
development, and improvement in shipping policies.
On matters concerning regulations, the Government has issued a number of regulations and policies, core of which is to
encourage the development and construction of transportation sector and its supporting industry. Among others is the sea
transportation sub sector, on which the Presidential Instruction No.5 of 2005 has been applied in April 2005. This Presidential
Instruction basically contains national shipping industry empowerment and intended to establish national maritime industry as a
master in its own home.
Indonesia as a geographic archipelago should have regulated its waters and applied the cabotage principle consequently from
early on. Although the cabotage principle has beginning to be applied in 1957, along with Government Regulation (PP) No.5 of
1964, which is further regulated by PP No.1 and No.2 of 1969. At that time, a regulation has been issued, wherein domestic sea
transportation shall be conducted by National Shipping Companies using vessels with Indonesian flag and ocean shipping business
permit obligating to own ships with certain sizes is regulated.
As one of the realization of Government policies, which is in the matter of implementing goods / cargoes transportation between
sea ports in the country, it shall all be served by vessels with Indonesian flag. Up until 1 January 2010, national shipping business
practitioners have succeeded in implementing the cabotage principle program by providing Indonesian-flagged vessels for
transporting 13 commodities in accordance with KM No.71 of 2005. The 13 commodities are oil and gas, general cargo, coals,
logs, rice, crude palm oil (CPO), fertilizer, cement, excavation matters, seeds, liquid cargoes and chemical substances, seeds
produce of agriculture, and fresh products. National shipping, throughout 2010, has been hard at work in providing
Indonesian-flagged vessels in order to support offshore activities.
Based on the Data of FSO, FPSO Sub Working Units and BPMGAS Supporting Ships, the majority of ownership of vessels used
to support oil and gas upstream business activities is by Indonesian companies. Out of 531 vessels used by KKKS, only 63 vessels,
or approximately 12% are owned by foreign companies.
However, 12% of these foreign vessels receive the majority of the total charter fee paid by KKKS. These foreign vessels must be
replaced with vessels with Indonesian flag by 2011 and the Company views this as an opportunity to take over a portion of the
market.
The enactment of the cabotage principle, wherein transportation shall be obligated to use Indonesian-flagged vessels for sectors
supporting upstream and downstream activities of oil and natural gas starting at the latest on 1 January 2011. Meanwhile, vessels
carrying out transportation contracts signed prior to the issuance of Law No.17 of 2008, shall be given tolerance until 7 May 2011
or 3 years after the issuance of the said Law.
The implementation of the cabotage principle causes the limited existence of vessels with foreign flag, this provides national
shipping companies with opportunities. This limitation is conducted as Government’s effort to support national shipping companies
to develop and reduce the foreign exchange paid for charter fee to vessels with foreign flag.
d. Quality of Fleet of Vessels
In carrying out its business activities, the Company is supported with a high quality fleet of vessels. Exploration activities conducted
by oil and gas companies require vessels with high specifications and advanced technology. Possessing vessels with the
required quality in its fleet enables the Company to partake in tenders that other shipping companies are excluded from due to
their inability to meet ship requirements. In addition, the Company’s business activities are focused on higher segment, where
there are not many players. As such, the Company has a competitive advantage, and is thus able to charge higher selling prices
to its customers. One of the Company’s strategies is to expand its fleet and renovate its existing vessels.
e. Long Term Relationship with Customers
The Company seeks to establish and maintain good relationships with its customers. This establishes the Company as a local
company that is able to meet the requirements of high qualifications from the international oil and gas industry. A number of
primary customers of the Company have been the Company’s customers for over 10 years. By maintaining good relationships
with primary customers, understanding their needs and improving the quality of services to its customers, the Company is able to
retain its existing contracts and attract new customers.
Using and expanding the good relationship with customers and maintaining communications with players in the industry.
The purpose of this strategy is to (i) reduce the risk of dependency on a group of certain customers, (ii) to understand the need of
customers and market better, and (iii) to be able to estimate the trend of maritime logistics needs in the future and provide the right
solutions for the needs of the customers.
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This strategy is applied by way of (i) establishing broad relationship with national and multinational oil and gas companies,
(ii) maintaining a good relationship with players in the industry, (iii) improving INSA’s active role to develop the potentials of
offshore supporting ships business sector in Indonesia, and (iv) cooperating with key partners to become trusted service provider.
f. Contracts with Customers
The Company’s agreements with customers are typically time charter contracts, with terms ranging from a few days to several
years. In conducting its business activities, the Company leases its vessels based on such contracts.
In view of such reality, the Company believes that the prospect towards the development of Company is still vast. The Company is
also optimistic that Indonesia will experience real recovery in its economic condition, which in turn will have a positive impact on
the Company.
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IX. Shipping Industry
All data presented in this part, which concerns the background of the industry, is taken and processed from various public
resources. The Issuer does not provide statement on the accuracy of such information and statistics. Information and statistics
contained in this chapter are not verified, whether individually or collectively, by the Issuer, Underwriter, or other parties appointed
by the Issuer.
1. Summary of Industry
Indonesia is the largest archipelago in the world with approximately 17,504 thousand of islands, and it has the second longest
shoreline after Canada, which is approximately 95,000 km, establishing Indonesia as a major maritime country. The waters reach
5.8 million square kilometers, comprising 0.3 million ksqm of territorial sea, 2.8 million square kilometers of deep waters and
islands, and 2.7 million square kilometers of Exclusive Economic Zone (ZEE). The total number of islands is based on the surveys
and verifications conducted by the Ministry of Sea and Fishery (KKP) and Department of Transportation and Directorate General
of Sea Transportation.
As a maritime country with a vast water territory, Indonesia certainly needs ship transportation facilities to reach islands and
connect one land to the other. This is where vessels are a necessity, not only as transportation facilities, but also as defense system
in Indonesia’s water territory.
Source: Ditjen Hubla Dephub
Indonesian Archipelago
In addition, Indonesia is a country with vast natural resources, and other potential mineral sources that have not yet been fully
explored. Due to these natural resources, Indonesia has become an exporting country, exporting, for instance, oil, coal, palm oil
and rubber. Particularly in mining and energy sector, the reserves of coal products with low calorivic value that have not yet been
explored remain large. Based on BP Migas data, the majority of newly discovered oil reserves are in deeper offshore area. This
encourages the increase in level of demand for shipping industry, especially for transporting exploration equipment, workers, and
products.
With this background, the Government commitment is needed to improve sea transportation facilities through regulations and
commitments to encourage growth in the shipping industry in Indonesia. Such commitment, among others, is by providing
opportunities to the national shipping industry, and to build adequate sea transportation infrastructure for the smoothness of sea
traffic. The shipping industry constitutes the primary supporter of other industry sectors in distributing goods within Indonesian
territory, as an effort to increase the growth rate of the Indonesian economy in the future.
a. Cabotage Principle
Indonesia as a geographic archipelago should have regulated its waters and applied the cabotage principle consequently from
early on. Although the cabotage principle has beginning to be applied in 1957, along with Government Regulation (PP) No.5 of
1964, which is further regulated by PP No.1 and No.2 of 1969. At that time, a regulation has been issued, wherein domestic sea
transportation shall be conducted by National Shipping Companies using Indonesian-flagged vessels and ocean shipping business
permit obligating to own vessels with certain sizes is regulated.
Meanwhile, shipping abroad is conducted by way of cooperation between National Shipping Companies and Foreign Shipping
Companies applying a fair cargo transportation distribution (fair share) in accordance with UN Convention on Regulation on
Distribution of Fair Cargo at the United Nation Convention on Code of Conduct for the Liner Conference in 1975.
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30 years later, on 25 March 2005, the Government issued the Presidential Instruction No.5 of 2005 concerning Empowerment of
National Shipping Industry. With this, it is expected that 13 Ministers and Governors / District Heads / Mayors throughout
Indonesia are able to optimize the implementation of cabotage principle in Indonesia.
As one of the realization of Government policies, which is in the matter of implementing goods / cargoes transportation between
sea ports in the country, it shall all be served by Indonesian-flagged vessels. Up until 1 January 2010, national shipping business
practitioners have succeeded in implementing cabotage principle program by providing Indonesian-flagged vessels for transporting
13 commodities in accordance with KM No.71 of 2005. The 13 commodities are oil and gas, general cargo, coals, logs, rice,
crude palm oil (CPO), fertilizer, cement, excavation matters, seeds, liquid cargoes and chemical substances, seeds produce of
agriculture, and fresh products. Throughout 2010, national shipping has been hard at work in providing Indonesian-flagged vessels
in order to support offshore activities.
Transportation shall be obligated to use Indonesian-flagged vessels for sectors supporting upstream and downstream activities of
oil and natural gas starting at the latest on 1 January 2011. Meanwhile, vessels carrying out transportation contracts signed prior
to the issuance of Law No.17 of 2008, shall be given tolerance until 7 May 2011 or 3 years after the issuance of the said Law.
b. Sea Transportation
Sea transportation plays a very important role in Indonesian economy. The very large market potential for national shipping fleets
in export-import transportation has not been fully used by national shipping fleets. Through Presidential Instruction No. 5 of 2005
concerning Empowerment of National Shipping Industry and Presidential Regulation No. 44 of 2005 concerning ratification of
international convention on Mortgage Law and Maritime Liens 1993 and also Law No. 17 of 2008 concerning Shipping, along with
government regulations as their derivatives that must be completed by 2009.
Support and commitment from the Government is necessary to develop and build infrastructures in sea transportation sector. In
2009, the development of sea transportation infrastructure has been done, among others:
a. Development of 15 cargo ports (among others, Tanjung Priok Port, Tanjung Perak Port, Belawan Port, Tanjung Emas Port,
Panjang Port, Makasar Port, Banjarmasin Port, Pontianak Port, Bitung Port, Samarinda Port, and Palembang Port), 17 ports
with terminals for passengers and 142 ports for pioneer shipping;
b. Development of 18 units of pioneer vessels;
c. Development of shipping telecommunications system facilities, among others, Preparation for Indonesia Ship Reporting
System (INDOSREP) in Sunda Strait and Lombok Strait, development of Vessel Traffic Services (VTS) in Malacca Strait,
development of vessel traffic information System (VTIS) in Teluk Bintuni, Papua Barat, also installment of
automatic identification ship (AIS) in five ports, which are Belawan, Jakarta, Semarang, Surabaya, and Makassar;
d. Development of shipping navigation aid facility (SBNP) covering 42 units of light houses, 123 units of signal light signs, and
100 units of signal light floats;
e. Dredging of port flow / pool reaching 17.17 million m3; and
Procurement of four units of navigating vessels.
c. National Shipping and Ships
National Shipping Industry generally records a positive growth, this is reflected from the significant increase in number of fleets of
ships. Policy package of Inpres No. 5 of 2005 concerning Empowerment of National Shipping Industry has been able to
encourage an increase in the number of national shipping fleets. As of 30 April 2010, the number of domestic vessels reached
9,309 units, an increase of 139 units compared to 2009. Meanwhile the number of national vessels within the last 5 years (March
2005 – March 2010) increased by 54.1% or 3,168 units. The number of National Shipping Companies also grew from 1,831 to
1,980 companies during the same period. (Source: List of Regulations of Shipping and Ships in Indonesia, 2010).
Market Share of Domestic Sea Transportation (2005-2009) Market Share of Foreign Sea Transportation (2005-2009)
61%
54% 56%
46% 45
% 39%
65%
35%
79%
21%
Source : Ditjen Hubla Dephub, 2009
86%
2004 2005 2006 2007 2008 2009
Indonesian Foreign
14%
123
123
97% 95% 94% 94% 93%
4% 5% 6% 6% 7% 9%
2004 2005 2006 2007 2008 2009
Indonesian
Foreign
91%

2. Fleets supporting offshore transportation
Fleets supporting offshore are divided into a number of types of vessels from very small ships to very large ships and three
stakeholders, which are BP Migas, Ditjen Hubla and INSA have agreed to divide the offshore supporting vessels into 3
groups, namely:
Group A Group B Group C
Tugboats
Mooring boats
Utility vessels
Barges
Landing craft
Oil barges
Security Boats
Sea trucks
Crew boats
Crane barges
Pilot barges
Anchor boat
Accommodation Barges > 250 ft class
Anchor handling tugs
Anchor handling tug supply
ASD Tugboats
Platform Supply Vessel
Seismic Vessel
Crane Barge
FSO
FPSO
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124
Jack up rig
Submersible rig
Pipe / Cable laying vessel
Particularly for vessels in group A, almost all have been controlled by Indonesian-flagged vessels. For group B, most of them are
still controlled by vessels with foreign flag, and group C is all controlled by vessels with foreign flag. The investment value for vessels
in group A is in a range below US$2 million, for vessels in group B between US$2 million and US$40 million and in group C
around hundreds of millions of US$.
In accordance with cabotage principle and regulation KM 22 / 2010, all vessels operating in Indonesian waters must have
Indonesian flag at the latest by 1 January 2010. In accordance with Law 17 / 2008, exceptions are given to foreign vessels, which
prior to May 2008 have been in operation in Indonesia. Vessels in this group may operate in Indonesia until, at the longest, May
2011.
Opportunities for national shipping companies to achieve market share, especially Group B, is very significant with the
Government cabotage program. Shipping companies, including negative investment class in BKPM, thus to establish a national
foreign company with foreign owner, the following stipulations must be complied with: (a) the majority of shares are owned by
Indonesian citizens or Indonesian legal entities and (b) it must own one vessel of at least 5,000 GT.
Especially for offshore transportation fleets, only FSO and FPSO vessels that meet the criteria of 5,000 GT and as such, the
presence of foreign parties is very limited.
Based on BP Migas data as of 18 January 2010, the number of vessels operated for oil and gas upstream sector used by KKKS
for business operational activities is approximately 531 units of vessels, among others:
468 units with Indonesian flag (88%)
63 units with foreign flag (12%)
Foreign
Flagged
Vessels
12%
Vessel Recapitulation Data per Flag
January 2010
Flagged
Vessels
88%

Source : BPMigas.
As of January 2010, the 12% vessels with foreign flag contribute approximately 56% of the total charter income. This shows that
although vessels with foreign flag have smaller number, however they have higher charter fee, since their vessels constitute high
value added types of vessels. With the implementation of the cabotage principle, this segment is likely to provide significant opportunities
for national shipping companies.
Recapitulation Data of Income of Vessels with Indonesian Flag vs Foreign Flag
January 2010
Foreign
Flagged
Vessels
Source : BPMigas.
3. Oil and Gas Industry
Currently, the oil and gas upstream industry remains the primary mainstay for state income (APBN). In 2009 the income
contributed by the oil and gas upstream industry to the state reached US$19.6 billion. The Government issued Government
Regulation No.35/ 2004 regulating Oil and Gas Upstream Industry and Government Regulation No. 36/2004 regulating Oil and
Gas Downstream Industry within the country in order to create a more conducive and competitive investment climate and business
competition. The Government through BP Migas is expected to continue to seek new oil sources, whether offshore or onshore,
and any exploration locations will be offered to investors for concession of distribution of any oil and gas produced.
Development of Oil and Gas Exports
Based on data from BPS-Statistics Indonesia, Indonesian exports in May 2010 increased by 4.06% compared to April 2010, from
US$12,035.2 million to US$12,523.6 million. Compared to May 2009, the exports grew by 36.0%.
This increase in exports in May 2010 was caused by the increase of 4.3% in non oil and gas exports, from US$9,830.6 million to
US$10,253.6 million. Meanwhile, oil and gas exports also increased by 2.97%, from US$2,204.6 million to US$2,270.0 million.
Furthermore, the increase in oil and gas exports was caused by crude oil exports amounting to 4.63% to become US$783.7
million and exports of oil products increased by 17.22% to US$382.7 million.
On the contrary, gas exports decreased by 2.26% to US$1,103.6 million. While the oil and gas exports volume in May 2010
compared to April 2010 (based on data by Pertamina and BP Migas) for crude oil and gas increased respectively by 15.62% and
0.02%, exports of oil products decreased by 11.76%. Meanwhile, the price of Indonesian crude oil in the global market decreased
from US$85.54 per barrel in April 2010 to US$77.02 per barrel in May 2010.
Compared with May 2009, the export value in May 2010 increased by 36.00%. This increase was caused by the increase in non
oil and gas exports by 27.02% and oil and gas exports by 99.71%. The value of Indonesian exports cumulatively from January to
May 2010 reached US$60.095,5 million, increasing by 47.68% compared to the same period in 2009, while non oil and gas
exports reached US$48.932,1 million, an increase of 39.93%.
125
125
Indonesian
Flagged
Vessels

Source : Badan Pusat Statistik.
Summary of Development of Indonesian Exports
January - May 2010
Based on the development of oil and gas industry and performance of oil and gas exports showing positive trend, it is estimated
that the condition in oil and gas industry shall continue to improve. And it is expected that it can encourage the growth in domestic
oil production which directly increases Government income from oil and gas sector.
Based on data by BP Migas, the Government has conducted tender for 34 new Oil and Gas Blocks, which constitutes the first
round in 2010. The offer of such blocks is conducted together with Indonesia Petroleum Association (IPA) conference. Whereas
the mechanism of offering and oil and gas block territory are, among others, through:
1. Regular Tender Mechanism 2. Direct Offer Mechanism
East Natuna
South East Baronang
Nias I
Nias II
Tanjung Jabung
Sunda Strait I
Sunda Strait II
Sunda Strait III
126
126
Sokang Utara
North West Natuna
Gurita
Sumbagsel
Tital
Kuala Pembuang Sampit
Damar
Belayan
Bone Bay
Babar
Yamdena
Laut Arafura I
Arafura Utara
Onin
Semai Utara
With the discovery of new oil and gas blocks by BP Migas, the growth potential in the oil and gas sector remains significant. In
addition, PT Pertamina (Persero) as a state owned company targets oil and natural gas production to reach one million barrels by
2015. The Government, in order to meet APBN, acquire sources of state income not only from taxes but also from the oil and gas
sector.
As an effort to meet the target to increase oil and gas production, the number of blocks signed by the Government has shown a
significant increase within the last 3 years, such as shown in the following industrial data:

Ship and shipping sector which constitutes oil and gas sector supporter, especially offshore oil and gas, acquires significant
opportunities for increasing the level of demand for sea transportation to transport exploration equipments and oil production to
support drilling activities.
4. Shipping Law and Policies in Indonesia
The development in the shipping industry is influenced by policies issued by the Government, which determine the direction of the
industry’s development and aim to encourage the establishment of a healthier business competition. In such efforts, the Government
has issued various policies related to the shipping industry, which are as follows:
a. Presidential Instruction No. 5 of 2005 (INPRES No. 5 / 2005)
INPRES No. 5 / 2005 instructs 13 ministers, governors, district heads, and mayors throughout Indonesia to apply the cabotage
principle consequently and formulate policies and also take steps needed in accordance with their respective duties, functions,
and authorities in order to empower national shipping industry. INPRES No. 5 / 2005 contains the Empowerment of National
Shipping Industry applying the cabotage principle, which prohibits vessels with foreign flag from providing domestic transportation
shipping services in Indonesia, thus within 5 years since the issuance of INPRES No. 5 / 2005, all domestic transportation shall
have used national companies and fleets.
Application of this cabotage principle is also contained in KepMen No. 71 of 2005 issued as one of the forms of implementation of
tINPRES No. 5 / 2005. This regulation specifies a timeframe for effective and comprehensive implementation of the cabotage
principle in Indonesian waters:
1. Oil and natural gas transportation activities between domestic ports are required to use Indonesian-flagged vessels at the
latest on 1 January 2010; and
2. Transportation supporting oil and natural gas upstream and downstream business activities, at the latest on 1 January 2011.
Even in article 3 paragraph 2 it is stated that in the event that prior to the time limit as set forth in paragraph 1 vessels with
Indonesian flag are available for transporting goods / cargoes between sea ports within the country, the implementation of the said
transportation is required to use vessels with Indonesian flag.
These regulations and policies, among others, formulate policies encouraging the development in transportation shipping industry
in Indonesia, which includes policies in all sectors, namely in trading, financial, transportation, industry, energy and mineral
resources, and also education and training sectors.
b. Decision of Minister of Transportation No.71 of 2005
Regulation of Minister of Transportation No. KM 71 of 2005 concerning Transportation of Goods / Cargoes Between Domestic Sea
Ports, issued as one of the forms of implementation of Inpres No. 5 of 2005.
The said regulation contained the time of implementation of the cabotage principle. For general cargoes, logs, and products of
primer (woods), rice, fertilizer, and cement, it is to be applied at the latest 1 January 2007. For commodities such as vegetables,
fruits, and fish (fresh products), crude palm oil (CPO), other seeds, and mining excavation products / metal and non metal
excavation products or excavation products in group C (mine and quarry) it is to be applied at the latest 1 January 2008.
Whereas transportation of coal and oil and natural gas between domestic sea ports is required to use Indonesian-flagged vessels
at the latest 1 January 2010, while for offshore supporting activities at the latest 1 January 2011.
Moreover, in article 3 paragraph 2 of KM 71 of 2005, it is stated that in the event that prior to the time limit as set forth in
paragraph 1 Indonesian-flagged vessels are available for transporting goods / cargoes between sea ports within the country, the
implementation of the said transportation is required to use vessels with Indonesian flag although in reality despite the availability
of Indonesian-flagged vessels, vessels with foreign flag are still prioritized for goods/services procurement activities for offshore
business.
KM No. 71 of 2005 also contained sanction in the form of revoking of sea transportation business permit or special sea
transportation operational permit in accordance with the prevailing statutory regulation, which shall be applied on violation of
provisions concerning implementation of transportation of goods / cargoes between domestic sea ports.
c. Regulation of Minister of Energy and Mineral Resources No. 026 of 2006 (Permen ESDM No. 26 / 2006)
The Ministry of Energy and Mineral Resources issued regulation Permen ESDM No. 26 / 2006 concerning Supplying of Oil Based
Fuel in the Event of Empowerment of National Shipping Industry as a follow up to INPRES No. 5 / 2005, point 5 of First section
127
127

that instruct the Minister of Energy and Mineral Resources to guarantee BBM supplies in accordance with routes and number of
sailing days to national shipping companies operating Indonesian-flagged vessels and conduct domestic sea transportation.
In addition, this Permen ESDM also requires business entities in the energy and mineral resources sector to use
Indonesian-flagged vessels in their transportation and storing activities. This is confirmed in article 4 which stated: “in conducting
business activities in energy and mineral resources sector, Business Entities or Permanent Business Entities using sea
transportation facilities / vessels for transporting and storing domestically are required to use Indonesian-flagged vessels operated
by National sea transportation companies in accordance with the statutory regulations.”
d. Shipping Law No. 17 of 2008 (Shipping Law No. 17 / 2008)
In 2008, the Government ratified a new shipping Law, which is Shipping Law No. 17 / 2008 which constitutes improvement of Law
No. 21 of 1992 to support the development of shipping industry in Indonesia and also to improve the implementation of cabotage
principle implemented through INPRES No. 5 / 2005. This Law, among others, regulates the implementation of cabotage principle,
minimum navigation requirements, good ports governance, tariff and status of ports, ships registration, international standards for
vessel crews and provisions on sea management and environmental safety. This regulation is expected to create a better, more
efficient shipping climate, and also improvement in business infrastructure.
In Law No. 17 of 2008 concerning Shipping, cabotage principle is regulated in article 8, which stated the following:
a. Article 8 paragraph 1 : domestic sea transportation activities are carried out by national sea transportation companies using
Indonesian-flagged vessels and manned by crews of Indonesian citizenship.
b. Article 8 paragraph 2 : foreign vessels are prohibited from transporting passengers and/or goods between islands or ports
within Indonesian waters.
Explanation of article 8 paragraph 1 stated that the use of Indonesian-flagged vessels by national sea transportation companies in
the event of implementing the cabotage principle in order to protect country’s sovereignty and to support the realization of
Wawasan Nusantara and also to provide the broadest opportunities to do business for national sea transportation companies in
acquiring share of cargoes.
e. PP No.20 of 2009
Stipulation on the cabotage principle is also emphasized in PP No.20 of 2009 concerning Transportation on Waters constituting
derivatives from Shipping Law. The said PP emphasized that the implementation of transportation on waters to be executed by
way of applying the cabotage principle in a consequent and consistent manner in order for national sea transportation companies
to become masters of their own home.
Furthermore, the PP emphasized that domestic sea transportation activities are to be conducted by national sea transportation
companies using Indonesian-flagged vessels and manned by crews of Indonesian citizenship, which is intended, in the event of
implementing the cabotage principle, to protect the country’s sovereignty and to support the realization of Wawasan Nusantara
and also to provide the broadest opportunities to do business for national sea transportation companies in acquiring share of
cargoes.
f. Permenhub No.22 of 2010
After Kepmen 71 of 2005 has been applied for five years, the Ministry of Transportation issued Permenhub No. 22 of 2010 which
constitutes the replacement regulation for KM No.71 of 2005 concerning Transportation of Goods/Cargoes between Domestic Sea
Ports. Permenhub contains three provisions:
1. foreign offshore vessels, contracts of which are signed before 7 May 2008 are given the tolerance to still use their flags until 7
May 2011.
2. foreign offshore vessels, contracts of which are signed after 7 May 2008 are given the tolerance to still use their flags until 1
January 2011.
3. After 7 May 2011, all offshore vessels operating in Indonesia must use the Indonesian flag.
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128

X. Summary of Material Financial Data
The following table consists of the summary of important financial data of the Company for the period of 6 (six) months ended 30
June 2010 and the years ended 31 December 2009, 2008, 2007, 2006 and 2005. Such important financial data are taken from the
Consolidated Financial Statements of the Company for the period of 6 (six) months ended 30 June 2010 and years ended
31 December 2009, 2008 and 2007 audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with unqualified
opinion. The Financial Statements of the Issuer and each of its Subsidiaries dated 31 December 2006 and 2005 and for the years
then ended have been audited by the Kantor Akuntan Publik Drs. Amir Hadyi with unqualified opinion. The Consolidated financial
statements of the Company dated 31 December 2006 and 2005 and for the years then ended which have been represented
constitute unaudited financial statements.
The Company has represented its consolidated financial statements dated 31 December 2006 and 2005 and for the years then
ended to apply accounting principles for restructuring of entities under common control retrospectively, which occurred in 2009,
and recorded using pooling of interest method in accordance with PSAK No.38, as if such restructuring transactions between
entities under common control had occurred since 1 January 2005, which constitutes the beginning years of the presented
consolidated financial statements, to present a consolidated report for comparison purposes.
Consolidated Balance Sheets
31 December
(in Thousands of Rupiah)
30 June
2005* 2006* 2007 2008 2009 2010
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents
Account Receivables
28,833,643 25,490,777 47,636,985 26,714,215 40,491,760 37,703,574
Related Parties - 538,490 5,265,467 7,720,362 8,712,156 7,785,078
Third Parties 39,098,125 51,608,060 56,468,398 77,490,356 63,432,367 125,176,437
Other Receivables – Third Parties 47,583,073 25,878,800 11,486,694 7,360,304 7,702,467 4,668,849
Inventories - 60,290 377,624 797,037 697,521 697,521
Prepaid Taxes 2,165,297 11,284,766 23,365,156 15,835,224 7,102,361 7,208,190
Advance and prepaid expenses 702,487 3,118,650 2,942,444 7,382,327 3,783,824 12,483,854
Total Current Assets
NON CURRENT ASSETS
118,382,625 117,979,835 147,542,768 143,299,825 131,922,456 195,723,503
Due from Related Parties - 30,015 4,762,585 18,108,312 45,397,109 15,255,134
Investment of Shares 27,786,086 30,411,672 8,698,030 2,751,346 2,435,538 135,544,542
Deferred Tax Assets 361,027 1,760,014 510,440 450,000 2,895,494 2,486,440
Fixed assets
Deferred Loss on Sale and Leaseback
Transaction of Non current
189,800,053 336,631,856 427,588,508 573,936,855 668,795,443 1,107,626,330
assets - Net 8,679,307 8,067,607 7,455,907 - - -
Other Non Current Assets 2,655,145 4,346,417 1,883,922 16,449,155 30,628,523 32,455,808
Total Non Current Assets 229,281,618 381,247,581 450,899,392 611,695,668 750,152,107 1,293,368,254
TOTAL ASSETS
LIABILITIES, MINORITY INTEREST
AND EQUITY
SHORT TERM LIABILITIES
Accounts Payable
347,664,243 499,227,416 598,442,160 754,995,493 882,074,563 1.489.091.757
Related Parties 3,346,840 6,690,386 17,082,669 18,014,166 15,904,706 44,600,595
Third Parties 26,432,114 13,923,957 11,188,158 6,980,407 8,266,196 11,651,739
Taxes Payable 4,041,779 6,065,127 9,709,542 11,903,150 13,102,976 10,069,743
Accrued Expenses 1,235,845 1,269,791 1,351,384 1,863,949 1,009,647 989,978
Others Payable – Third Parties 8,900,543 35,221,108 16,313,746 3,735,971 6,916,456 61,865,349
Dividend Payable
Current Portion of Non current
liabilities
- - - - 18,877,320 8,125,320
Bank loans 14,699,340 30,943,782 49,850,595 43,155,896 66,701,665 114,763,172
Lease Payables 10,576,294 9,569,572 7,149,928 12,773,345 11,162,541 10,202,597
129
129

31 December 30 June
2005* 2006* 2007 2008 2009 2010
Total Short Term Liabilities
NON CURRENT LIABILITIES
69,232,754 103,683,723 112,646,022 98,426,884 141,941,507 262,268,493
Due to Related Parties
Non current liabilities
2,235 54,422,250 67,753,634 142,675,708 140,508,264 291,736,625
Bank loans 26,933,615 36,656,635 76,475,026 47,565,637 70,676,500 363,511,050
Others Payable – Third Parties - - - - - 48,551
Lease Payables
Deferred Gain from Sale and Lea-
12,241,653 10,220,512 3,531,321 37,857,647 21,337,539 15,475,204
seback 11,839,454 7,467,963 3,096,473 104,246 81,940 70,788
Estimated Liabilities on Employee
4,116,043 5,214,454 6,599,873 7,449,831 8,707,683 9,489,136
Benefits
Total Non current liabilities 55,133,000 113,981,814 157,456,327 235,653,069 241,311,926 680,331,354
TOTAL LIABILITIES 124,365,754 217,665,537 270,102,349 334,079,953 383,253,433 942,599,847
MINORITY INTEREST IN NET
ASSETS OF SUBSIDIARIES - - 1,310,300 3,259,486 4,007,083 21,831,116
STOCKHOLDER’S EQUITY
Issued and Fully Paid Capital Stock 2,289,000 5,289,000 5,289,000 8,789,000 123,046,000 123,046,000
Difference in Value Resulting from
-
Restructuring Transactions Between
Entities Under Common Control
(1,325,039) (1,325,039) 60,968,812 337,777,203 337,777,203
Translation Adjustment - - - (984,000)
Difference in Value Resulting from
Changes in Equity of Subsidiaries
- - - - (308,351) (308,351)
Pro Forma Capital Arising from
- -
Restructuring Transactions Between
Entities Under Common Control
166,841,618 212,211,893 245,133,389 232,649,012
Retained Earnings 54,167,871 65,386,025 77,932,161 115,249,230 34,299,195 65,129,942
TOTAL STOCKHOLDER’S EQUITY
TOTAL LIABILITIES, MINORITY
INTEREST, AND
223,298,489 281,561,879 327,029,511 417,656,054 494,814,047 524,660,794
STOCKHOLDER’S EQUITY 347,664,243 499,227,416 598,442,160 754,995,493 882,074,563 1,489,091,757
* Unaudited combine of consolidated financial statements.
Consolidated Statements of Income
31 December For the period
of 6 (six)
months ended
30 June
2005 2006 2007 2008 2009 2010
REVENUES 125,795,381 197,571,513 261,558,620 313,403,833 394,229,193 270,307,079
DIRECT EXPENSES 74,338,351 121,263,868 157,768,621 180,377,440 263,495,549 187,820,452
GROSS PROFIT
OPERATING EXPENSES
51,457,030 76,307,645 103,789,999 133,026,393 130,733,644 82,486,626
Marketing 4,966 137,992 181,760 188,478 806,372 28,624
General and Administrative 15,604,233 16,551,286 19,684,547 24,686,281 36,616,912 20,931,234
Total Operating Expenses 15,609,199 16,689,278 19,866,307 24,874,759 37,423,284 20,959,858
INCOME FROM OPERATIONS
OTHER INCOME (CHARGES)
35,847,831 59,618,367 83,923,692 108,151,634 93,310,360 61,526,768
Gain (Loss) –on Foreign Exchange – Net 67,863 4,012,991 (6,498,152) (27,179,682) 29,045,948 8,477,927
Gain on Disposal of Investment in Shares 905,199 317,430 - - 16,487,260 -
Interest Income 395,262 289,655 437,411 485,471 427,232 252,013
Gain on Disposal of Non current assets 526,362 (784,248) 3,598,043 41,548,400 317,827 -
Amortization Expenses (314,404) (611,700) (611,700) (7,453,983) 22,305 11,152
Amortization of Unearned Finance Income 4,371,491 4,371,491 4,371,491 3,096,473 - -
Tax penalty -- -- -
-
(6,988,948) (649,221) -
Loss on Impairment of Unused Assets -- --
- (2,071,304) (2,380,245)
Provision for Doubtful Accounts -- -- - - (5,201,296) -
130
130

31 December For the period
of 6 (six)
months ended
30 June
2005 2006 2007 2008 2009 2010
Interest Expenses (3,784,388) (9,713,803) (15,836,540) (15,343,765) (19,158,861) (10,119,004)
Others 512,402 714,678 167,139 (204,943) (654,961) 694,824
Total of other income (Charges) –Net 2,679,787 (1,403,505) (12,658,280) (12,040,977) 18,564,929 (3,063,333)
INCOME BEFORE EQUITY IN NET
EARNINGS OF ASSOCIATES
COMPANIES 38,527,618 58,214,862 71,265,412 96,110,657 111,875,289 58,483,435
EQUITY IN NET EARNING (LOSS) OF
ASSOCIATES COMPANIES 9,023,629 5,902,962 6,101,520 379,526 (305,938) 3,089,155
INCOME BEFORE INCOME TAX 47,551,247 64,117,824 77,366,932 96,490,183 111,569,351 61,552,590
INCOME TAX BENEFIT (EXPENSES)
Current Tax (1,536,388) (4,176,864) (7,056,716) (11,574,579) (12,751,412) (6,242,182)
Deferred Tax (446,577) 1,398,987 (1,699,574) (60,440) 2,445,494 (409,054)
Total Income Tax Expenses (1,089,810) (2,777,876) 8,756,290 (11,635,019) (10,305,919) (6,651,236)
INCOME BEFORE MINORITY INTEREST 46,461,437 61,339,947 68,610,642 84,855,164 101,263,433 54,901,354
MINORITY INTEREST - - 274,716 285,300 875,912 8,001,034
NET INCOME AFTER PROFORMA
ADJUSTMENT 46,461,437 61,339,947 68,335,926 84,569,864 100,387,521 46,900,320
PROFORMA ADJUSTMENT 24,988,252 50,121,793 55,789,790 47,252,795 49,160,429 -
NET INCOME BEFORE PROFORMA
ADJUSTMENT 21,473,185 11,218,154 12,546,136 37,317,069 51,227,092 46,900,320
Significant Ratios
Significant Ratios 31 December 30 June
2005 2006 2007 2008 2009 2010
GROWTH RATIO
Revenues 36.81% 57.06% 32.39% 38.65% 13.64% -34.41%
Cost of goods sold 30.52% 63.12% 30.10% 45.55% 22.54% -32.90%
Gross profit 47.06% 48.29% 36.02% 28.17% -1.72% -37.65%
Operating expenses 26.85% 6.92% 19.04% 25.21% 50.45% -43.99%
Operating income 58.03% 66.31% 40.77% 28.87% -13.72% -35.11%
Net income 121.24% -47.76% 11.84% 197.44% 37.28% -10.35%
EBITDA (in thousands Rupiah) 46,333,187 80,031,433 113,269,770 141,063,442 137,113,442 89,563,871
Total assets (in thousands Rupiah) 347,664,243 499,227,416 598,442,160 754,995,493 882,074,563 1,489,091,757
Total liabilities (in thousands Rupiah) 124,365,754 217,665,537 270,102,349 334,079,953 383,253,433 942,599,847
Total equity (in thousands Rupiah) 223,298,489 281,561,879 327,029,511 417,656,054 494,814,047 524,660,794
Operating Ratio
Gross profit / Revenues 40.91% 38.62% 39.68% 42.44% 33.16% 30.52%
Operating income / Revenues 28.50% 30.18% 32.09% 34.51% 23.67% 22.76%
Net income / Revenues 17.07% 5.68% 4.80% 11.90% 12.99% 17.35%
Operating income / Assets 10.31% 11.94% 14.02% 14.32% 10.58% 4.13%
Net income / Assets 6.18% 2.25% 2.10% 4.94% 5.81% 3.15%
Operating income / Equity 16.05% 21.17% 25.66% 25.89% 18.86% 11.73%
Net income / Equity 9.62% 3.98% 3.84% 8.93% 10.35% 8.94%
Financing Ratio
Current asset / current liabilities 170.99% 113.79% 130.98% 145.59% 92.94% 74.63%
Total liabilities * / total equity 55.69% 77.31% 82.59% 79.99% 77.45% 179.66%
Total liabilities* / total assets 35.77% 43.60% 45.13% 44.25% 43.45% 63.30%
EBITDA / interest expense 12.24 8.24 7.15 9.19 7.16 8.85
DSCR 1.22 2.24 1.88 2.21 1.79 2.29
Gearing ratio 0.52 0.48 0.61 0.63 0.59 1.19
Loan Facilities between OCBC and PT PSV
Indonesia
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PT Wintermar
Financial Leverage (Maximum) - - - - - 2.5
Gearing Ratio (Maximum) - - - - - 1.5
DSCR (Minimum) - - - - - 1.5
EBITDA / Interest (Minimum) - - - - - 2.0
Net worth (Minimum) - - - - - 205 billion
PT PSV Indonesia
Financial Leverage (Maximum) - - - - - 3.5
Gearing Ratio (Maximum) - - - - - 3.0
DSCR (Minimum) - - - - - 0.5
EBITDA / Interest (Minimum) - - - - - 1.5
* Incomparable due to different periods.
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XI. Equity
The following table reflects the position of equity of the Issuer for the period of 6 (six) months, which ended 30 June 2010 and the
years ended 31 December 2009, 2008 and 2007 as audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with
unqualified opinion,. The details on such equity are as follows:
(in thousands Rupiah)
31 December 30 June
2005 2006 2007 2008 2009 2010
Issued and Fully Paid Capital Stock
Difference in Value Resulting from
Restructuring Transactions Between
5,289,000 8,789,000 123,046,000 123,046,000
Entities Under Common Control (1,325,039) 60,968,812 337,777,203 337,777,203
Translation Adjustment
Difference due to Changes of Equity
- - - (984,000)
transactions of Subsidiaries
Pro Forma Capital Arising from
Restructuring Transactions Between
- - (308,351) (308,351)
Entities Under Common Control 245,133,389 232,649,012 -
Retained Earnings 77,932,161 115,249,230 34,299,195 65,129,942
Total Stockholder’s Equity 327,029,511 417,656,054 494,814,047 524,660,794
The following constitutes information on changes in authorized capital, subscribed and paid up capital, since 30 June 2010 until
this Prospectus is published:
1. In accordance with Deed of Statement of Resolutions of Shareholders No. 22 dated 18 August 2010 drawn up before Noerbaety
Ismail, S.H., M.Kn., Notary in Jakarta, which has obtained the proof of notification from the Minister of Laws and Human Rights in
accordance with Letter No. AHU-AH.01.10-21885 dated 24 August 2010, and which has been registered at the Company
Registry No. AHU-0063568.AH.01.09.Tahun2010 dated 24 August 2010, and also based on Letter of Statement of Notary No.
155/SK/NOT/2010 dated 23 August 2010 issued by Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta that the announcement in
the State Gazette of Republic of Indonesia and Supplement to State Gazette of Republic of Indonesia on Deed of Statement of
Resolutions of Shareholders No. 22 dated 18 August 2010 are currently being processed, wherein the Deed the shareholders of
the Company agreed to issue new shares from the portfolio amounting to 141.954 (one hundred forty one thousand nine
hundred fifty four) shares, each having a nominal value amounting to Rp. 1.000.000 (one million Rupiah) and increase in the
Company’s subscribed and paid up capital, thus resulting in the following the capital structure of the Company:
Authorized Capital : Rp.492,184,000,000 (four hundred ninety two billion one hundred eighty four million
Rupiah) consisting of 492,184 (four hundred ninety two thousand one hundred eighty
four) shares, each having a nominal value amounting to Rp.1,000,000 (one million
Subscribed and Paid Up
Capital
Rupiah);
: Rp.265,000,000,000 (two hundred sixty five billion Rupiah) consisting of 265,000
(two hundred sixty five thousand) shares, each having a nominal value amounting to
Rp.1,000,000 (one million Rupiah), which shall be subscribed by:
a. PT Dwiprimajaya Lestari amounting to 67,374 (sixty seven thousand three
hundred seventy four) shares, each having a nominal value amounting to
Rp.1,000,000 (one million Rupiah), or amounting to Rp.67,374,000,000
(sixty seven billion three hundred seventy four million Rupiah) consisting of:
- 6,654 (six thousand six hundred fifty four) shares, each having a nominal
value amounting to Rp1.000.000 (one million Rupiah), or amounting to
Rp.6,654,000,000 (six billion six hundred fifty four million Rupiah)which
constitute conversion of right on collection to the Company;
- 60,720 (sixty thousand seven hundred twenty) shares, each having a
nominal value amounting to Rp.1,000,000 (one million Rupiah),
or amounting to Rp.60,720,000,000 (sixty billion seven hundred twenty
million Rupiah), which shall be paid in cash.
b. PT Wintermarjaya Lestari amounting to 74,580 (seventy four thousand five
hundred eighty) shares, each having a nominal value amounting to Rp.1,000,000
(one million Rupiah), or amounting to Rp.74,580,000,000 (seventy four billion five
hundred eighty million Rupiah) which shall be paid in cash.
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2. In accordance with Deed of Statement of Approval of All Shareholders No. 15, dated 16 September 2010 drawn up before
Fathiah Helmi, S.H. Notary in Jakarta, which has obtained the approval from the Minister of Laws and Human Rights of Republic
of Indonesia with Letter of Statement No. AHU.44569.AH.01.02. Year 2010, dated 17 September 2010 and has been registered
at the Company Registry No. AHU-0068211.AH.01.09 Year 2010 dated 17 September 2010, thus resulting in the following
capital structure of the Company:
Authorized Capital : Rp.1,000,000,000,000 (one trillion Rupiah) consisting of 10,000,000,000 (ten billion)
shares, each having a nominal value of Rp.100 (one hundred Rupiah)
Modal Ditempatkan dan Disetor : Rp.265,000,000,000 (two hundred sixty five billion Rupiah) consisting of 2,650,000,000
(two billion six hundred fifty million) shares, each having a nominal value of Rp.100
(one hundred Rupiah)
Other than as mentioned above, no other changes in capital structure has occurred since the date of Financial Statements
30 June 2010 until this Prospectus is published.
Equity Pro Forma Table
The Issuer has submitted the Registration Statement to the Chairman of BAPEPAM-LK in relation to the Issuer’s plan to offer
amounting to 900,000,000 (nine hundred million) Registered Common Shares which constitute new shares with nominal value
amounting to Rp.100 (one hundred) per share, offered to the public with offering price amounting to Rp380 (three hundred eighty
Rupiah) per share, which must be paid at the time of submission of Shares Purchase Subscription Form.
If the increase in the Company’s Authorized Capital, Subscribed and Paid Up Capital taking place on 18 August 2010 and
16 September 2010, and the Public Offering to the public of a maximum of 900,000,000 (nine hundred million) New Shares with
nominal value amounting to Rp 100 (one hundred Rupiah) per share with Offering Price at Rp380 (three hundred eighty Rupiah)
took place on 30 June 2010, therefore the pro forma capital structure composition of the Company on such a date shall be the
following:
(in million Rupiah)
Equity position according to Financial
Statements dated 30 June 2010
with Authorized Capital Rp.492,184
million with nominal value amounting
to Rp.1,000,000 per share
Changes in Equity after 18 August 2010
assuming it took place on such date:
Increase in Fully Paid Capital Rp
441.954 with nominal value amounting
to Rp1.000.000 per share
Proforma Equity on 18 August 2010
after Capital Increase
Changes in Equity after 16 September
2010 assuming it took place on such
date:
Increase in Authorized Capital Rp
1.000 billion with nominval value
amounting to Rp100 per share
Proforma Equity on 18 August 2010
after Capital Increase
Proforma Equity on 30 June 2010
assuming it took place on such a
date :
Public Offering amounting to
900.000.000 registered shares with
nominal value amounting to Rp100
per share with Offering Price amounting
to Rp380per share.
Proforma Equity on 30 June 2010
After Public Offering to the shareholders
is carried out
Subscribed and
Paid Up Capital
Shares
Agio
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134
Difference in
Value of
Restructuring
Transaction
Difference in
Forex in translation
of Financial
Statements
Difference in
Transaction of
Changes in
Equity of
Subsidiaries
Retained
Earning
Total Equity
123,046 - 337,777 (984) (308) 65,130 524,661
141,954 - - - - - 141.954
265,000 - 337,777 (984) (308) 65,130 666,615
- - - - - - -
265,000 - 337,777 (984) (308) 65,130 666,615
90,000 252,000 - - - - 342,000
355,000 252,000 337,777 (984) (308) 65,130 1,008,615

XII. Policy on Dividend
In accordance with the prevailing statutory, dividend payment must be approved by Shareholders in annual GMS based on the
proposal from the Board of Directors of the Issuer. The Issuer can only distribute its dividend in a year, funds of which originate
from the net income of the concerned year. Shareholders, whose names are registered on the determined date, are entitled to
acquire payment of dividend in cash and it shall be imposed with the prevailing income tax.
Distribution of dividend depends on the Issuer’s profit, level of capital adequacy of the Issuer, financial condition and liquidity of the
current year, prevailing statutory provisions, and other matters in accordance with approved considerations of the Board of
Directors in full amount after tax. The Board of Directors may change the dividend policy any time, as long as it acquires approval
from the GMS.
All subscribed and paid up shares of the Issuer, including shares offered in the event of this Public Offering has the same and
equal rights in any matter between one another, including the right to vote at a GMS, dividend, bonus shares and preemptive
rights.
The Issuer has not yet been able to distribute dividend in financial year 2010 since the Issuer is about to expand its business due
to the possibility of discovery of new oil and gas points in several regions in Indonesia. Therefore the Issuer shall distribute cash
dividend to all shareholders starting financial year 2011 or one year after the Public Offering. The Issuer plans to distribute cash
dividend to all shareholders at least once a year. The Issuer plans to distribute dividend with payment ratio up to 20% of net
income of the related financial year, by not neglecting the level of health of the Company, influenced by the cash flow and
investment plan of the Company, the applicable statutory regulations, and without reducing the right of GMS to determine
otherwise in accordance with the Articles of Association of the Issuer.
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135

XIII. Taxation
Income tax on shares dividend received or acquired by Shareholders is calculated and treated in accordance with the prevailing
Taxation Regulations.
The following constitutes a summary on the primary consequence from taxation’s point of view in Indonesia due to ownership and
sale of shares in limited liability companies established in Indonesia.
Income Tax on shares dividend shall be applied in accordance with the prevailing statutory regulations. Based on Law of Republic
of Indonesia No. 7 of 1983 concerning Income Tax as last amended by Law No. 36 of 2008 (effective starting 1 January 2009),
hereinafter to be referred to as “UU PPh”.
UU PPh article 4 paragraph (1) stated that Tax Object is income, which is every additional economic capability received or
acquired by Taxpayer, whether from Indonesia or abroad, which can be used for consumption or to increase the wealth of the
concerned Taxpayer, in whatever names or forms, including, among others, dividend.
Furthermore, UU PPh article 4 paragraph (3) letter f stated that dividend or portion of profit received or acquired by a limited
Liabilities as a domestic Taxpayer, cooperative, state owned entity or regional owned entity, from the capital investment in
a business entity established and domiciled in Indonesia is not considered as Object of Income Tax, as long as the following
requirements are met:
1. Dividend is from the reserve of retained earning; and
2. For limited Liabilities, state owned entity and regional owned entity receiving dividend, ownership of shares in the entity
distributing the dividend is minimum 25% (twenty five percent) of the paid up capital
According to the explanation of this article 4 paragraph (3), therefore dividend, funds of which originate from earning after tax and
received or acquired by a limited Liabilities as domestic Taxpayer, and state owned entity or regional owned entity, from its
investment in other business entities established and domiciled in Indonesia, with investment amounting to at least 25% (twenty
five percent), is not included as tax objects. “State owned entity” and “Regional owned entity” referred to in this paragraph shall
mean, among others, companies, government banks, and regional development banks.
Further in the abovementioned explanation of article 4 paragraph (3) letter f, it is also confirmed that in the event recipient of
dividend or portion of profit is a Taxpayer other than the abovementioned entities, such as private person, whether domestic or
foreign, firms, CV, foundations and similar organizations, and etc, therefore income in the form of such dividend or portion of profit
shall still be considered as tax object.
Based on UU PPh article 17 paragraph (2c), it is stated that the tariff applied on income in the form of dividend distributed to
Taxpayer that is domestic private person is a maximum of 10% (ten percent) and final.
Article 23 paragraph (1) UU PPh stated that on the dividend paid, made available to be paid, or which payment by government
entities has matured, domestic entity tax subject, party performing activities, permanent business establishment, shall be imposed
with tax amounting to 15% (fifteen percent) of the total gross by the party required to make the payment. In the event the
Taxpayer, in receiving or acquiring income as stated in Article 23 paragraph (1a) does not have Taxpayer Identification Number,
tariff of which is 100% (one hundred percent) higher than the tax tariff that should have been applied.
Tax withholding as stated in article 23 paragraph (1), among others, shall not be implemented on dividend distributed to Taxpayers
as stated in Article 4 paragraph (3) letter f and dividend received by a private person, as stated in Article 17 paragraph (2c).
In accordance with the Decree of Minister of Finance of Republic of Indonesia No. 651/KMK.04/1994 dated 29 December 1994
concerning “Certain Sectors of Capital Investment Providing Income to Pension Funds Approved by the Minister of Finance of
Republic of Indonesia Are Not Considered as Objects of Income Tax”, therefore the income received or acquired by Pension
Funds, establishment of which has been ratified by the Minister of Finance of Republic of Indonesia, in the form of dividend or
shares in Limited Liabilities listed at the Stock Exchange in Indonesia, are not considered as Objects of Income Tax.
Dividend paid to Foreign Taxpayers shall be imposed with tariff amounting to 20% (twenty percent) of the gross total or lower tariff
in the event that the payment is done to those constitute citizens of a country signing an agreement to avoid double taxation with
Indonesia by meeting the Circular Letter of Dir.Gen. of Taxation No. SE-03/PJ.101/1996 dated 29 March 1996 concerning
Application of Agreement to Avoid Double Taxation (P3B). Application of such tax tariff shall be done by the party obligated to pay
such dividend. Tax withholding as stated is final.
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136

Regulation of Government of Republic of Indonesia No.41 of 1994 concerning Income Tax on Income from Shares Sale
Transaction at the Stock Exchange, juncto Regulation of Government of Republic of Indonesia No.14 of 1997 concerning
Amendment of Government Regulation No. 41 of 1994 Concerning Income Tax on Income from Shares Sale Transaction at the
Stock Exchange and Circular Letter of Directorate General of Taxation No.SE-07/PJ.42/1995 dated 21 February 1995, concerning
application of Income Tax on Income from Shares Sale Transaction at the Stock Exchange (PPh Umum No.3 juncto
SE-06/PJ.4/1997 dated 20 June 1997 concerning: Implementation of collection of Income Tax on Income from Shares Sale
Transaction at the Stock Exchange), has been determined as follows:
1. On income received or acquired by a private person and an entity from Shares Sale Transaction at the Stock Exchange,
income tax amounting to 0.10% of total gross of transaction value shall be applied and final. Payment shall be done by way of
withholding by organizer of Stock Exchange through securities brokers at the time of full payment of shares sale transaction;
2. Founder shareholders shall be applied with additional income tax amounting to 0.50% of the total value of all shares of
Founder owner at the time of Initial Public Offering. The value of such shares is value of shares at the time of Initial Public
Offering. Additional deposit of income tax shall be made by a company on behalf of shareholders of Founder prior to the sale
of shares of Founder, at the latest 1 (one) month after such shares are traded at the Stock Exchange.
“Founder” shall mean a private person or an entity, whose name is listed in the Registry of Shareholders of a Limited Liability
Company or stated in the articles of association of the Limited Liability Company before the Registration Statement submitted
to BAPEPAM-LK in the event of Initial Public Offering becomes effective.
3. However, should the party holding the Founder’s shares does not have provisions as contained in the above point 2,
therefore income in the form of capital gain from transaction of sale of Founder’s shares shall be applied with income tax pursuant
to general tariff in Article 17 UU PPh. Therefore, the owners of Founder’s shares are obligated to report his choice to
the
Directorate General of Taxation and organizer of Stock Exchange.
BUYER CANDIDATES OF SHARES IN THIS PUBLIC OFFERING ARE EXPECTED TO CONSULT WITH THEIR RESPECTIVE
TAX CONSULTANTS CONCERNING THE EFFECTS OF TAXATION ARISING FROM THE PURCHASE, OWNERSHIP, OR
SALE OF SHARES PURCHASED FROM THIS PUBLIC OFFERING.
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XIV. Underwriting for Issuance of Shares
A. EXPLANATION ON UNDERWRITING FOR ISSUANCE OF SHARES
In accordance with the terms and conditions contained in the Deed of Agreement of Underwriting for Issuance of Shares of
PT Wintermar Offshore Marine Tbk. No. 26 dated 22 September 2010 and Deed of Amendment I No. 14 dated 15 October 2010,
also Deed of Amendment II No. 7 dated 8 November 2010, all of which were drawn up before Fathiah Helmi, S.H., a Notary in
Jakarta (hereinafter to be referred to as “Shares Underwriting Agreement”), the Lead underwriters, whose names are mentioned
below, collectively or individually agree fully to offer and sell the Shares on offer by the Issuer to the Public in accordance with
their respective underwriting part with full commitment and to bind themselves to purchase the Shares on offer that are still
outstanding at the closing date of the Offering Term.
Shares Underwriting Agreement constitutes a complete agreement that supersedes all agreements that may have been made
before concerning issues contained in the Shares Underwriting Agreement drawn up by the parties, content of which is in contrary
to the said Shares Underwriting Agreement. After the said Shares Underwriting Agreement, there shall be no other agreement
drawn up by the Issuer with the Underwriters.
Furthermore, the Lead underwriters, who participate in the underwriting of issuance of securities of the Issuer, have agreed to
perform their respective duties, in accordance with the Decision of Head of Capital Investment Monitoring Board No.KEP-
45/PM/2000 dated 27 October 2000 Regulation No.IX.A.7 concerning Responsibilities of Allotment Manager in the event of
Subscription and Allotment of Shares in Public Offering.
The composition and allotment of underwriting, and percentage of members of syndication of Underwriting for Issuance of Shares
in the Issuer’s Public Offering are as follows:
Name of Underwriters
Joint Lead Underwriters
Underwriting Allotment
(Number of Shares)
%
PT Ciptadana Securities 318,960,000 35.44%
PT Bahana Securities 265,800,000 29.53%
PT CIMB Securities Indonesia 301,240,000 33.47%
Subtotal 886,000,000
Underwriters
1 PT AAA Securities 1,000,000 0.11%
2 PT Bumiputera Capital Indonesia 250,000 0.03%
3 PT Bhakti Securities 250,000 0.03%
4 PT Danasakti Securities 250,000 0.03%
5 PT Dhanawibawa Artha Cemerlang 250,000 0.03%
6 PT Dinamika Usaha Jaya 500,000 0.06%
7 PT e-Capital Securities 500,000 0.06%
8 PT Erdhika Elit Sekuritas 500,000 0.06%
9 PT Inti Fikasa Securindo 250,000 0.03%
10 PT Indosurya Securities 250,000 0.03%
11 PT Investindo Nusantara Sekuritas 500,000 0.06%
12 PT Kresna Securities 500,000 0.06%
13 PT Madani Securities 750,000 0.08%
14 PT Makinta Securities 500,000 0.06%
15 PT Masindo Artha Securities 250,000 0.03%
16 PT Mega Capital Indonesia 1,000,000 0.11%
17 PT Minna Padi Investama 250,000 0.03%
18 PT NC Securities 500,000 0.06%
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138

19 PT OSK Nusadana Securities Indonesia 1,250,000 0.14%
20 PT Overseas Securities 250,000 0.03%
21 PT Panin Sekuritas Tbk. 1,250,000 0.14%
22 PT Phillip Securities Indonesia 500,000 0.06%
23 PT Reliance Securities Tbk. 1,000,000 0.11%
24 PT Valbury Asia Securities 500,000 0.06%
25 PT Victoria Sekuritas 500,000 0.06%
26 PT Wanteg Securindo 250,000 0.03%
27 PT Yulie Sekurindo 250,000 0.03%
Subtotal 14,000,000
Total 900,000,000 100.00
Based on the Law on Capital Market and its implementing regulations, affiliated parties shall mean as follows:
a. Family relation due to marriage and second degree descendant, horizontally or vertically;
b. Relationship between the parties and employees, Directors, or Commissioners of the said parties;
c. Relationship between 2 (two) companies, in which there is one or more members of Board of Directors or Board of
Commissioners who are in office in both companies;
d. Relationship between the company and the Party, whether directly or indirectly, controlling or under the control of the
company;
e. Relationship between 2 (two) companies controlled by the same Party, whether directly or indirectly; or
f. Relationship between the company and primary shareholders.
The Lead Underwriters and the Underwriters firmly state that they are not affiliated with the Issuer, whether directly or indirectly, as
referred to as affiliation relation as stated above.
Determination of Price of Public Offering of Shares
The offering price is determined based on the agreement and negotiation between the Issuer and Underwriters, wherein the
offering price determined amounts to Rp380 (three hundred eighty Rupiah)
Determination of offering price amounting to Rp380 (three hundred eighty Rupiah) also considers the resolution of bookbuilding
implemented by the Underwriters by conducting marketing activities to the investors in domestic and international markets, and
also by considering other factors, such as:
a. Market condition at the time of bookbuilding;
b. Demand from qualified candidates for investors, whether retail or institutional domestic investors;
c. Data and information on the Issuer, status of development of the Issuer, financial performance of the Issuer, brief history,
business prospects, and information on industry related to national shipping, offshore oil and natural gas energy;
d. Assessment based on comparison ratio of Price Earnings Ratio out of a number of public companies listed in the regional
stock exchange, which can be made as comparison; and
e. Considering the performance of shares in secondary market.
The Offering Price received from the bookbuilding is Rp.320 (three hundred twenty Rupiah) to Rp.420 (four hundred twenty
Rupiah).
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139

XV. Capital Market Supporting Institutions and Professions
Capital Market Supporting Institutions and Professions taking part in this Public Offering are as follows:
Public Accountant
Kantor Akuntan Publik Aryanto, Amir Jusuf,
Mawar & Saptoto
Plaza Asia, 10th Floor
Jl. Jend. Sudirman Kav. 59
Jakarta 12190
Ph : 6221 51401340
Fax : 6221 5140 1350
STTD No. 111/BL/STTD-AP/2010 on behalf of Rudi Hartono Purba
Appointment Letter No. 034150610/G/KA/EL dated 6 June 2010
Work Guidance Member of Indonesian Institute Certified Public Accountants (IAPI),
Indonesian Accountants Association (IAI), Capital Market Accountants
Forum (FAPMI) and listed at Bank Indonesia (BI) and Supreme Audit Board
(BPK).
Membership of Association No. 405
Primary Duties and Responsibilities:
To conduct audit in accordance with auditing standards established by the Indonesian Institute Certified Public Accountants. Such
standards require Independent Auditors to plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatements. The Independent Auditors are responsible for the opinion expressed on the
financial statements based on the audit performed.
The audit performed by the Independent Auditors includes examining, on a test basis, evidences supporting the amounts, and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation.
Legal Consultant
Weco Law office
Jl. Blora No. 31, Menteng
Jakarta 10310
Phone: (021) 3917444
Fax : (021) 3917440
STTD No. 363/PM/STTD-KH/2001
Appointment Letter No. 3432/A.20/VIII/10 dated 27 August 2010
Work Guidance Standards of Profession of Legal Consultant of Capital Market / Attachment of Decision
of Legal Consultants Association
Membership of Association Member HKHPM No. 200125
Primary Duties and Responsibilities:
The primary duties of Legal Consultants in the event of this Public Offering are to conduct examination from the legal point of view
independently, in accordane with the norms or Standards of Professions and code of ethics of legal consultants and to provide a
report on the examination from the legal point of view of the existing facts concerning the Company as conveyed by the Company
to the Legal Consultants. The results of the examination by the Legal Consultants have been contained in a Legal Due Diligence
Report which constitutes an explanation on the Company and established as the foundation and inseparable part of the Legal
Opinion given objectively and independently.
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140

Capital Market Supporting Profession hereby declares that it is not affiliated, whether directly or indirectly, to the Issuer, as
stipulated in UUPM.
Notary
Fatiah Helmi, S.H.
Gedung Graha Irama, 6th
Floor, Suite 6C
Jl. HR Rasuna Said Kav. 1-2
Jakarta 12950
Phone : (021) 5290 7304-06
Fax : (021) 526 1136
STTD No. 02/STTD-N/PM 1996
Association 011.003.027 260958
Work Guidance Law No.30 year 2004 concerning Notary and Code of Ethics of Indonesian Notaries
Association
Appointment Letter No. 3431/A.20/VIII/10 dated 27 August 2010
Primary Duties and Responsibilities:
To prepare and draw up deeds in the event of Public Offering, among others are amendment of all Articles of Association of the
Issuer in the event of Public Offering, Shares Underwriting Agreement between the Issuer and the Lead Underwrites, and the
Underwriters, and Agreement of Shares Administration Management between the Issuer and the Shares Administration Bureau in
accordance with the regulation of profession of Notary.
Independent Appraiser
Bambang & Erna
Jl. Cipinang Timur Raya No. 35
Jakarta 13420
STTD No.21/BL/STTD-P/A/2007
Association Member of MAPPI No. 92-S-00294 valid until 31 December 2010
Work Guidance Standards of Indonesian Appraisers (SPI) and Code of Ethics of Indonesian
Appraisers (KEPI)
Appointment Letter No. 3434/A.20/VIII/10 dated 27 August 2010
Primary Duties and Responsibilities:
The primary duties of Independent Appraisers in the event of this Public Offering are in accordance with the applicable
Professions Standards and Regulation of Capital Market, which include a direct examination on the business locations of the
Company and conducting appraisal based on “MARKET VALUE” on non current assets owned and or controlled by the Company
per 30 June 2010, consisting of: land, vessels, buildings, and facilities, equipments, and vehicles. In conducting its appraisal
duties to disclose the Market Value, the Independent Appraiser always refers to the Standard of Indonesian Appraisers (SPI-2007)
and Ethical Codes of Indonesian Appraisers (KEPI).
Shares Administration Bureau
PT Datindo Entrycom
Puri Datindo – Wisma Sudirman
Jl. Jend. Sudirman Kav. 34-35
Jakarta 10220
Phone: (021) 570 9009
Fax : (021) 570 9026
No. STTD Kep. 16/PM/1991
Association Activity Association of Indonesian Shares Administration Bureau (ABI)
Appointment Letter No. 3084/A.20/IX/2010 dated 20 September 2010
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141

Primary Duties and Responsibilities:
Scope of duties of the Shares Administration Bureau (BAE) in the event of this Public Offering, in accordance with the applicable
Standards of Profession and Regulations of Capital Market, include receiving shares subscription in the form of Registry of
Subscription of Shares (DPPS) and Shares Subscription Form (FPPS), documents of which have been completed as required and
have acquired the approval of Lead Underwriter as subscription submitted to receive allotment and also to conduct shares
subscription administration in accordance with the application available in BAE. Together with the Lead Underwriter, BAE has the
right to reject shares subscription that does not meet subscription requirements with due observance to the prevailing regulations.
In the event that the subscription exceeds the number of Shares Offered, the BAE shall carry out the allotment process based on
the allotment formula stipulated by the Allotment Manager, print the allotment confirmation, and prepare the allotment report. The
BAE is also responsible in issuing Shares Collective Certificates (SKS) if needed, and to prepare the report on Initial Public
Offering in accordance with the prevailing regulations.
The Capital Market Supporting Institutions and Professions hereby state that they are not an affiliated party to the Issuer,
whether directly or indirectly, as stated in Capital Market Law.
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XVI. Legal Opinion
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XVII. Appraisal Report
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XVIII. Independent Audit Report and Consolidated Financial
Statements of the Issuer and Subsidiaries
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R/352.AGA-RR/10.1/08/10
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
NERACA KONSOLIDASIAN CONSOLIDATED BALANCE SHEETS
Per 30 Juni 2010, 31 Desember 2009, 2008 dan 2007 As of June 30, 2010, December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
Catatan/ 2010 2009 2008 2007
Notes Rp Rp Rp Rp
ASET ASSETS
ASET LANCAR CURRENT ASSETS
Kas dan Setara Kas 2.c 2.d, 2.q, 3 37,703,574 40,491,760 26,714,215 47,636,985 Cash and Cash Equivalents
Piutang Usaha 2.c, 2.e, 2.q, 4 Accounts Receivable
Hubungan Istimewa 2.k, 9 7,785,078 8,712,156 7,720,362 5,265,467 Related Parties
Pihak Ketiga Third Parties
(Setelah dikurangi penyisihan piutang (Net of allowance for doubtful accounts
ragu-ragu sebesar Rp 4.996.305 dan of Rp 4,996,305 and Rp 3,754,334,
Rp 3.754.334 per tanggal 30 Juni 2010 as of June 30, 2010 and
dan 31 Desember 2009, dan nihil December 31, 2009, and Nil
per 31 Desember 2008 dan 2007) 125,176,437 63,432,367 77,490,356 56,468,398 as of December 31, 2008 and 2007)
Piutang Lain-lain - Pihak Ketiga 2.c, 2.e, 2.q, 5 4,668,849 7,702,467 7,360,304 11,486,694 Others Receivables - Third Parties
Persediaan 697,521 697,521 797,037 377,624 Inventories
Pajak Dibayar di Muka 6.a 7,208,190 7,102,361 15,835,224 23,365,156 Prepaid Taxes
Uang Muka dan Biaya Dibayar di Muka 7 12,483,854 3,783,824 7,382,327 2,942,444 Advances and Prepaid Expenses
Jumlah Aset Lancar 195,723,503 131,922,456 143,299,825 147,542,768 Total Current Assets
ASET TIDAK LANCAR NON CURRENT ASSETS
Piutang Hubungan Istimewa 2.e, 2.k, 2.q, 9 Due from Related Parties
(Setelah dikurangi penyisihan piutang (Net of allowance for doubtful accounts
ragu-ragu sebesar Rp 8.146.886 of Rp 8,146,886
per tanggal 30 Juni 2010 dan as of June 30, 2010 and
31 Desember 2009) 15,255,134 45,397,109 18,108,312 4,762,585 December 31, 2009)
Investasi Saham 2.f, 8, 9 135,544,542 2,435,538 2,751,346 8,698,030 Investment of Shares
Aset Pajak Tangguhan 2.j, 6.e 2,486,440 2,895,494 450,000 510,440 Deferred Tax Assets
Aset Tetap 2.h, 2.i, 10 Fixed Assets
(Setelah dikurangi akumulasi (Net of accumulated depreciation of
penyusutan sebesar Rp 181.993.344, Rp 181,993,344, Rp 151,655,997,
Rp 151.655.997, Rp 110.837.536 Rp 110,837,536 and Rp 88,770,139
dan Rp 88.770.139 per 30 Juni 2010, as of June 30, 2010,
31 Desember 2009, 2008 dan 2007) 1,107,626,330 668,795,443 573,936,855 427,588,508 December 31, 2009, 2008 and 2007)
Kerugian Ditangguhkan atas Deferred Loss on Sale
Transaksi Jual dan Sewa-Balik and Leaseback Transaction of
Aset Tetap – Bersih 2.i, 17 -- -- -- 7,455,907 Fixed Assets - Net
Aset Tidak Lancar Lainnya 2.g, 2.m, 2.q, 11 32,455,808 30,628,523 16,449,155 1,883,922 Other Non Current Assets
Jumlah Aset Tidak Lancar 1,293,368,254 750,152,107 611,695,668 450,899,392 Total Non Current Assets
JUMLAH ASET 1,489,091,757 882,074,563 754,995,493 598,442,160 TOTAL ASSETS
Lihat Catatan atas Laporan Keuangan Konsolidasian yang merupakan See Accompanying Notes which are
bagian tidak terpisahkan dari Laporan ini an integral part of these Consolidated Financial Statements
d1/November 16, 2010 1 paraf
176

R/352.AGA-RR/10.1/08/10
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
NERACA KONSOLIDASIAN (Lanjutan) CONSOLIDATED BALANCE SHEETS (Continued)
Per 30 Juni 2010, 31 Desember 2009, 2008 dan 2007 As of June 30, 2010, December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
Catatan/ 2010 2009 2008 2007
Notes Rp Rp Rp Rp
KEWAJIBAN, HAK MINORITAS LIABILITIES, MINORITY INTEREST
DAN EKUITAS AND STOCKHOLDERS' EQUITY
KEWAJIBAN JANGKA PENDEK SHORT TERM LIABILITIES
Hutang Usaha 2.c, 2.q, 12 Accounts Payable
Hubungan Istimewa 2.k, 2.q, 9 44,600,595 15,904,706 18,014,166 17,082,669 Related Parties
Pihak Ketiga 11,651,739 8,266,196 6,980,407 11,188,158 Third Parties
Hutang Pajak 6.d 10,069,743 13,102,976 11,903,150 9,709,542 Taxes Payable
Beban yang Masih Harus Dibayar 2.q, 13 989,978 1,009,647 1,863,949 1,351,384 Accrued Expenses
Hutang Lain-lain - Pihak Ketiga 2.q, 14 61,865,349 6,916,456 3,735,971 16,313,746 Others Payable - Third Parties
Hutang Dividen 2.k, 2.q, 9, 22.b 8,125,320 18,877,320 -- -- Dividend Payable
Bagian Lancar Kewajiban Jangka Panjang: 2.c, 2.q Current Portion of Long-term Liabilities:
Hutang Bank 15 114,763,172 66,701,665 43,155,896 49,850,595 Bank Loans
Hutang Sewa Pembiayaan 2.i, 16 10,202,597 11,162,541 12,773,345 7,149,928 Lease Payables
Jumlah Kewajiban Jangka Pendek 262,268,493 141,941,507 98,426,884 112,646,022 Total Short Term Liabillities
KEWAJIBAN JANGKA PANJANG LONG TERM LIABILITIES
Hutang Hubungan Istimewa 2.k, 2.q, 9 291,736,625 140,508,264 142,675,708 67,753,634 Due to Related Parties
Kewajiban Jangka Panjang: 2.c, 2.q Long-term Liabilities:
Hutang Bank 15 363,511,050 70,676,500 47,565,637 76,475,026 Bank Loans
Hutang Lain-lain - Pihak Ketiga 48,551 -- -- -- Others Payable - Third Parties
Hutang Sewa Pembiayaan 2.i, 16 15,475,204 21,337,539 37,857,647 3,531,321 Lease Payables
Keuntungan Ditangguhkan atas Deferred Gain from
Transaksi Jual dan Sewa-Balik Sale and Leaseback
Aset Tetap - Bersih 2.i, 17 70,788 81,940 104,246 -- Transactions of Fixed Assets - Net
Penghasilan Pembiayaan Tangguhan 2.i -- -- -- 3,096,473 Unearned Finance Income
Kewajiban Diestimasi atas Imbalan Kerja 2.n, 18 9,489,136 8,707,683 7,449,831 6,599,873 Estimated Liabilities on Employee Benefits
Jumlah Kewajiban Jangka Panjang 680,331,354 241,311,926 235,653,069 157,456,327 Total Long Term Liabillities
JUMLAH KEWAJIBAN 942,599,847 383,253,433 334,079,953 270,102,349 TOTAL LIABILITIES
HAK MINORITAS ATAS ASET MINORITY INTEREST IN NET
BERSIH PERUSAHAAN ANAK 2.b, 19 21,831,116 4,007,083 3,259,486 1,310,300 ASSETS OF SUBSIDIARIES
EKUITAS STOCKHOLDERS' EQUITY
Modal Saham Capital Stock
Nilai nominal Rp 1.000.000 per saham Par value Rp 1,000,000 per share
Modal Dasar - Authorized Capital -
492.184 saham per 30 Juni 2010 492,184 shares as of June 30, 2010 and
dan 31 Desember 2009,10.000 saham December 31, 2009, 10,000 shares
per 31 Desember 2008 dan 2007 as of December 31, 2008 and 2007
Modal Ditempatkan dan Disetor Penuh - Issued and Fully Paid
masing-masing 123.046 saham 123,046 shares as of June 30, 2010 and
per 30 juni 2010 dan 31 Desember 2009, December 31, 2009, 8,789 shares as of
8.789 saham per 31 Desember 2008 dan December 31, 2008 and
5.289 saham per 31 Desember 2007 20 123,046,000 123,046,000 8,789,000 5,289,000 5,289 shares as of December 31, 2007
Difference in Value Resulting from
Selisih Nilai Transaksi Restrukturisasi Restructuring Transactions Between
Entitas Sepengendali 2.o, 21 337,777,203 337,777,203 60,968,812 (1,325,039) Entities Under Common Control
Selisih Kurs Penjabaran Laporan Keuangan 2.c (984,000) -- -- -- Translation Adjustment
Selisih Transaksi Perubahan Ekuitas Difference Due to Changes of Equity
Perusahaan Anak 2.p (308,351) (308,351) -- -- Transaction in Subsidiaries
Pro Forma Capital Arising from
Proforma Modal yang Timbul dari Transaksi Restructuring Transactions Between
Restrukturisasi Entitas Sepengendali 2.o, 21 -- -- 232,649,012 245,133,389 Entities Under Common Control
Saldo Laba 65,129,942 34,299,195 115,249,230 77,932,161 Retained Earnings
Jumlah Ekuitas 524,660,794 494,814,047 417,656,054 327,029,511 Total Stockholers' Equity
JUMLAH KEWAJIBAN, TOTAL LIABILITIES,
HAK MINORITAS MINORITY INTEREST AND
DAN EKUITAS 1,489,091,757 882,074,563 754,995,493 598,442,160 STOCKHOLDERS' EQUITY
Lihat Catatan atas Laporan Keuangan Konsolidasian yang merupakan See Accompanying Notes which are
bagian tidak terpisahkan dari Laporan ini an integral part of these Consolidated Financial Statements
d1/November 16, 2010 2 paraf
177

R/352.AGA-RR/10.1/08/10
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
LAPORAN LABA RUGI KONSOLIDASIAN CONSOLIDATED STATEMENTS OF INCOME
Untuk Periode Enam Bulan yang Berakhir 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
Catatan/ 2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Notes Rp Rp Rp Rp
PENDAPATAN 2.l, 23 270,307,079 394,229,193 313,403,833 261,558,620 REVENUES
BEBAN LANGSUNG 2.l, 24 187,820,452 263,495,549 180,377,440 157,768,621 DIRECT EXPENSES
LABA KOTOR 82,486,626 130,733,644 133,026,393 103,789,999 GROSS PROFIT
BEBAN USAHA 2.l, 25 OPERATING EXPENSES
Pemasaran 28,624 806,372 188,478 181,760 Marketing
Umum dan Administrasi 20,931,234 36,616,912 24,686,281 19,684,547 General and Administrative
Jumlah Beban Usaha 20,959,858 37,423,284 24,874,759 19,866,307 Total Operating Expenses
LABA USAHA 61,526,768 93,310,360 108,151,634 83,923,692 INCOME FROM OPERATIONS
PENGHASILAN (BEBAN) LAIN-LAIN OTHER INCOME (CHARGES)
Laba (Rugi) Selisih Kurs - Bersih 2.c 8,477,927 29,045,948 (27,179,682) (6,498,152) Gain (Loss) on Foreign Exchange - Net
Penghasilan Bunga 252,013 427,232 485,471 437,411 Interest Income
Amortisasi Keuntungan (Kerugian) Ditangguhkan 2.i, 17 11,152 22,305 (7,453,983) (611,700) Amortisation of Deferred Gain (Losses)
Gain on Disposal of Investment in
Laba Pelepasan Investasi Saham 8 -- 16,487,260 -- -- Shares
Laba Pelepasan Aset Tetap 2.h, 10 -- 317,827 41,548,400 3,598,043 Gain on Disposal of Fixed Assets
Amortisasi Penghasilan Pembiayaan Amortisation of
Tangguhan -- -- 3,096,473 4,371,491 Unearned Finance Income
Laba Penarikan Investasi Jangka Pendek -- -- -- 1,714,328 Gain on Redemption of Short-term Investment
Denda Pajak -- (649,221) (6,988,948) -- Tax Penalty
Beban Penyisihan Piutang Ragu-ragu 2.e -- (5,201,296) -- -- Provision for Doubtful Account
Rugi Atas Penurunan Nilai Aset
yang Tidak Digunakan 2.m, 10 (2,380,245) (2,071,304) -- -- Loss on Impairment of Unused Assets
Beban Bunga dan Keuangan (10,119,004) (19,158,861) (15,343,765) (15,836,840) Interest and Financial Charges
Lain-lain 694,824 (654,961) (204,943) 167,139 Others
Jumlah Penghasilan (Beban)
Lain-lain Bersih (3,063,333) 18,564,929 (12,040,977) (12,658,280) Total Other Income (Charges) - Net
LABA SEBELUM BAGIAN LABA INCOME BEFORE EQUITY IN NET
PERUSAHAAN ASOSIASI 58,463,435 111,875,289 96,110,657 71,265,412 EARNING OF ASSOCIATES COMPANIES
BAGIAN LABA (RUGI) EQUITY IN NET EARNING
PERUSAHAAN ASOSIASI 2.f, 8 3,089,155 (305,938) 379,526 6,101,520 (LOSS) OF ASSOCIATES COMPANIES
LABA SEBELUM PAJAK PENGHASILAN 61,552,590 111,569,351 96,490,183 77,366,932 INCOME BEFORE INCOME TAX
MANFAAT (BEBAN) PAJAK INCOME TAX BENEFIT
PENGHASILAN 2.j, 6.b (EXPENSES)
Pajak Kini (6,242,182)
(12,751,412) (11,574,579) (7,056,716) Current Tax
Pajak Tangguhan (409,054) 2,445,494 (60,440) (1,699,574) Deferred Tax
Jumlah Beban Pajak Penghasilan - Bersih (6,651,236) (10,305,918) (11,635,019) (8,756,290) Total Income Tax Expenses
INCOME BEFORE
LABA SEBELUM HAK MINORITAS 54,901,354 101,263,433 84,855,164 68,610,642 MINORITY INTEREST
HAK MINORITAS 2.b 8,001,034 875,912 285,300 274,716 MINORITY INTEREST
LABA BERSIH SETELAH NET INCOME AFTER
PENYESUAIAN PROFORMA 46,900,320 100,387,521 84,569,864 68,335,926 PROFORMA ADJUSTMENT
PENYESUAIAN PROFORMA 2.o, 21 -
49,160,429 47,252,795 55,789,790 PROFORMA ADJUSTMENT
LABA BERSIH SEBELUM NET INCOME BEFORE
PENYESUAIAN PROFORMA 46,900,320 51,227,092 37,317,069 12,546,136 PRO FORMA ADJUSTMENT
LABA PER SAHAM DASAR 2.r, 26 BASIC EARNINGS PER SHARE
Setelah Penyesuaian Proforma 381,161 815,854 697,219 718,121 After Pro Forma Adjustment
Sebelum Penyesuaian Proforma 381,161 399,529 307,653 104,948 Before Pro Forma Adjustment
Lihat Catatan atas Laporan Keuangan Konsolidasian yang merupakan See Accompanying Notes which are
bagian tidak terpisahkan dari Laporan ini an integral part of these Consolidated Financial Statements
d1/November 16, 2010 3 paraf
178

R/352.AGA-RR/10.1/08/10
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Untuk Periode Enam Bulan yang Berakhir 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
Catatan/ Modal Saham/ Selisih Nilai Selisih Kurs Selisih Transaksi Proforma Modal Saldo Laba - Jumlah Ekuitas/
Notes Capital Stock Transaksi Penjabaran Perubahan yang Timbul Belum Ditentukan Total
Restrukturisasi Mata Uang Ekuitas dari Transaksi Penggunaannya/ Stockholders'
Entitas Asing/ Perusahaan Restrukturisasi Retained Equity
Sepengendali/ Translation Anak/ Entitas Earnings -
Difference in Value Adjustment Difference Due to Sepengendali/ Unappropriated
Resulting from Changes of Pro Forma Capital
Restructuring Equity Transaction Arising from
Transactions in Subsidiary Restructuring
between Entities Transactions between
under Entities under
Common Control Common Control
Rp Rp Rp Rp Rp Rp Rp
SALDO PER 31 DESEMBER 2006 5,289,000 (1,325,039) -- -- 211,825,605 65,386,025 281,175,591 BALANCE AS OF DECEMBER 31, 2006
Efek Penyesuaian Proforma -- -- -- -- 33,307,784 (55,789,790) (22,482,006) Effect of Pro Forma Adjustment
Laba Bersih Setelah Net Income After
Penyesuaian Proforma -- -- -- -- -- 68,335,926 68,335,926 Pro Forma Adjustments
179
SALDO PER 31 DESEMBER 2007 5,289,000 (1,325,039) -- -- 245,133,389 77,932,161 327,029,511 BALANCE AS OF DECEMBER 31, 2007
Selisih Nilai Transaksi Difference in Value Resulting from
Restrukturisasi Restructuring Transactions between
Entitas Sepengendali 2.o, 21 -- 62,293,851 -- -- -- -- 62,293,851 Entities Under Common Control
Setoran Modal 20 3,500,000 -- -- -- -- -- 3,500,000 Paid in Capital
Laba Bersih Setelah Net Income After
Penyesuaian Proforma -- -- -- -- -- 84,569,864 84,569,864 Pro Forma Adjustments
Efek Penyesuaian Proforma -- -- -- -- (12,484,377) (47,252,795) (59,737,172) Effect of Pro Forma Adjustments
SALDO PER 31 DESEMBER 2008 8,789,000 60,968,812 -- -- 232,649,012 115,249,230 417,656,054 BALANCE AS OF DECEMBER 31, 2008
Lihat Catatan atas Laporan Keuangan Konsolidasian yang merupakan See Accompanying Notes which are
bagian tidak terpisahkan dari Laporan ini an integral part of these Consolidated Financial Statements
d1/November 16, 2010 4 paraf

d1/November 16, 2010 5 paraf
Lihat Catatan atas Laporan Keuangan Konsolidasian yang merupakan See Accompanying Notes which are
bagian tidak terpisahkan dari Laporan ini an integral part of these Consolidated Financial Statements
Selisih Kurs Penjabaran Laporan
Keuangan 2.c -- -- (984,000) -- -- -- (984,000) Translation Adjustment
Dividen Tunai 22.a -- -- -- -- -- (16,069,573) (16,069,573) Cash Dividend
Laba Bersih (6 bulan) -- -- -- -- -- 46,900,320 46,900,320 Net Income (6 months)
SALDO PER 30 JUNI 2010 123,046,000 337,777,203 (984,000) (308,351) -- 65,129,942 524,660,794 BALANCE AS OF JUNE 30, 2010
SALDO PER 31 DESEMBER 2009 123,046,000 337,777,203 -- (308,351) -- 34,299,195 494,814,047 BALANCE AS OF DECEMBER 31, 2009
Laba Bersih Setelah Net Income After
Penyesuaian Proforma -- -- -- -- -- 100,387,521 100,387,521 Pro Forma Adjustments
Efek Penyesuaian Proforma -- -- -- -- (232,649,012) (49,160,429) (281,809,441) Effect of Pro Forma Adjustments
Dividen Saham 20 114,257,000 -- -- -- -- (114,257,000) -- Stock Dividend
Dividen Tunai 22.a -- -- -- -- -- (17,920,127) (17,920,127) Cash Dividend
Selisih Nilai Transaksi Difference in Value Resulting from
Restrukturisasi Restructuring Transactions between
Entitas Sepengendali 2.o, 21 -- 276,808,391 -- -- -- -- 276,808,391 Entities Under Common Control
Selisih Kurs Penjabaran Laporan
Keuangan Perusahaan Asosiasi Translation Adjustment of Associate Company
yang Dimiliki Perusahaan Anak 2.p -- -- -- (308,351) -- -- (308,351) Owned by Subsidiary
180
Catatan/ Modal Saham/ Selisih Nilai Selisih Kurs Selisih Transaksi Proforma Modal Saldo Laba - Jumlah Ekuitas/
Notes Capital Stock Transaksi Penjabaran Perubahan yang Timbul Belum Ditentukan Total
Restrukturisasi Laporan Ekuitas dari Transaksi Penggunaannya/ Stockholders'
Entitas Keuangan / Perusahaan Restrukturisasi Retained Equity
Sepengendali/ Translation Anak/ Entitas Earnings -
Difference in Value Adjustment Difference Due to Sepengendali/ Unappropriated
Resulting from Changes of Pro Forma Capital
Restructuring Equity Transaction Arising from
Transactions in Subsidiary Restructuring
between Entities Transactions between
under Entities under
Common Control Common Control
Rp Rp Rp Rp Rp Rp Rp
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN (Lanjutan) CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
Untuk Periode Enam Bulan yang Berakhir 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
((Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
R/352.AGA-RR/10.1/08/10

R/352.AGA-RR/10.1/08/10
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
LAPORAN ARUS KAS KONSOLIDASIAN CONSOLIDATED STATEMENTS OF CASH FLOWS
Untuk Periode Enam Bulan yang Berakhir 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
2010 2009 2008 2007
Catatan/ (6 Bulan/Months) (1 Tahun/Year) (1 Tahun/Year) (1 Tahun/Year)
Notes Rp Rp Rp Rp
ARUS KAS DARI AKTIVITAS OPERASI CASH FLOWS FROM OPERATING ACTIVITIES
Penerimaan dari Pelanggan 208,248,117 403,541,054 289,926,980 318,751,806 Cash Received from Customers
Pembayaran kepada Pemasok (116,159,482) (189,762,591) (122,823,943) (105,591,643) Cash Paid to Suppliers
Penerimaan dari Pengembalian Tagihan Pajak 8,682,391 10,186,766 -- -- Proceed from Tax Refund
Pembayaran Pajak Penghasilan (4,336,384) (13,951,238) (8,450,833) (17,079,416) Payment of Income Tax
Pembayaran kepada Karyawan (27,756,922) (47,086,992) (35,497,736) (28,742,839) Cash Paid to Employees
Pembayaran Bunga Pinjaman (10,170,878) (19,243,411) (15,259,216) (15,660,720) Payment of Interest
Penerimaan Bunga 252,013 427,232 485,471 437,411 Interest Received
Pembayaran kepada Pihak Lainnya (16,796,403) (57,836,375) (70,703,169) (64,409,748) Cash Paid to Other Parties
Arus Kas Bersih Diperoleh dari Aktivitas Operasi 41,962,451 86,274,447 37,677,554 87,704,851 Net Cash Flows Provided by Operating Activities
ARUS KAS DARI AKTIVITAS INVESTASI CASH FLOWS FROM INVESTING ACTIVITIES
Penerimaan Dividen 3,363,650 -- 6,593,560 2,400,733 Dividend Received
Hasil Pelepasan Investasi Saham -- 31,292,800 204,960 4,371,491 Proceed from Disposal of Investment in Shares
Hasil Penjualan Aset Tetap -- 903,553 81,583,194 9,048,981 Proceed from Disposal of Fixed Assets
Penambahan Investasi Saham -- (300,000) (1,720,000) -- Placement of Investment in Shares
Uang Muka Pembelian Aset Tetap (2,740,220) (11,279,955) -- -- Advance for Purchase of Fixed Assets
Perolehan Aset Tetap (469,248,234) (141,611,774) (102,567,393) (37,735,129) Acquisitions of Fixed Assets
Arus Kas Bersih Digunakan untuk Aktivitas Investasi (468,624,804) (120,995,376) (15,905,678) (21,913,924) Net Cash Flows Used in Investing Activities
ARUS KAS DARI AKTIVITAS PENDANAAN CASH FLOWS FROM FINANCING ACTIVITIES
Penerimaan Pinjaman Bank 377,027,440 105,951,500 -- 9,376,000 Receipt of Bank Loans
Penerimaan dari Pihak Hubungan Istimewa 66,366,917 -- -- -- Receipt from Related Parties
Penerimaan untuk Pinjaman Kapal 44,605,450 10,334,400 -- -- Receipt of Loan for Vessels
Penerimaan Hutang Sewa Pembiayaan 166,460 -- -- -- Receipt from Lease Financing
Penerimaan Setoran Modal -- -- 5,100,000 -- Receipt of Paid in Capital
Pembayaran kepada Pihak Hubungan Istimewa (7,691,188) (14,095) (9,667,931) (6,366,284) Payment to Related Party
Pembayaran Dividen (26,821,574) (7,168,127) -- -- Dividend Payment
Pembayaran Hutang Sewa Pembiayaan (6,463,216) (12,771,857) (9,883,574) (9,569,572) Payment of Lease Payable
Pembayaran Pinjaman Bank (22,513,046) (44,743,728) (38,807,589) (34,870,128) Payment of Loan
Arus Kas Bersih Diperoleh dari (Digunakan untuk)
Net Cash Flows Provided by (Used in)
Aktivitas Pendanaan 424,677,243 51,588,093 (53,259,094) (41,429,984) Financing Activities
KENAIKAN (PENURUNAN) BERSIH KAS DAN NET INCREASE (DECREASE) IN CASH
SETARA KAS (1,985,110) 16,867,164 (31,487,218) 24,360,943 AND CASH EQUIVALENTS
EFFECTS OF FLUCTUATION IN
PENGARUH SELISIH KURS PADA EXCHANGE RATES ON
KAS DAN SETARA KAS (803,076) (3,089,620) 2,756,492 777,135 CASH AND CASH EQUIVALENTS
KAS DAN SETARA KAS CASH AND CASH EQUIVALENTS AT
PADA AWAL TAHUN/PERIODE 40,491,760 26,714,215 47,376,985 22,238,906 BEGINNING OF THE YEAR/PERIOD
KAS DAN BANK PERUSAHAAN SUBSIDIARIES' CASH AND BANKS
ANAK PADA SAAT DIAKUISISI -- -- 8,067,956 -- AT THE ACQUISITION DATE
KAS DAN SETARA KAS CASH AND CASH EQUIVALENTS AT
PADA AKHIR TAHUN/PERIODE 37,703,573 40,491,760 26,714,215 47,376,985 THE END OF THE YEAR/PERIOD
KAS DAN SETARA KAS PADA AKHIR CASH AND CASH EQUIVALENTS
TAHUN/PERIODE TERDIRI DARI: AT THE END OF THE YEAR/PERIOD CONSIST OF:
Kas 334,009 205,990 253,993 554,877 Cash on Hand
Bank 32,410,701 34,833,726 23,924,779 46,451,700 Cash in Banks
Deposito Berjangka 4,958,864 5,452,044 2,535,443 370,408 Time Deposits
Jumlah 37,703,573 40,491,760 26,714,215 47,376,985 Total
AKTIVITAS YANG TIDAK
MEMPENGARUHI ARUS KAS: ACTIVITIES NON AFFECTING CASH FLOWS:
Penambahan Penyertaan Saham Melalui Hutang Additional of Stock Investment Due to
Pihak Hubungan Istimewa 2.k, 9 134,344,500 -- -- -- Related Party
Pembayaran Dividen Saham 20 -- 114,257,000 -- -- Payment of Stock Deviden
Perolehan Aset Tetap melalui Hutang 10 -- -- 101,135,214 48,954,137 Acqusition of Fixed Assets through Payables
Penambahan Aset Tetap Melalui Akuisisi Perusahaan Addition of Fixed Assets Through Acquisition of
Anak yang Dikonsolidasi 10 -- -- 42,644,466 -- Consolidated Subsidiary
Proceed from Disposal of Fixed Asset
Hasil Penjualan Aset Tetap yang Belum Diterima 9 -- -- 13,620,698 -- that Has Not Been Received Yet
Lihat Catatan atas Laporan Keuangan Konsolidasian yang See Accompanying Notes which are
merupakan bagian tidak terpisahkan dari Laporan ini an integral part of these Consolidated Financial Statements
d1/November 16, 2010 6 paraf
181

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN STATEMENTS
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
1. U m u m 1. General
1.a. Pendirian Perusahaan 1.a. The Company’s Establishment
PT Wintermar Offshore Marine Tbk (Perusahaan) didirikan
dengan nama PT Swakarya Mulia Shipping berdasarkan
Akta Notaris Trisnawati Mulia SH No. 98 tanggal
18 Desember 1995. Akta pendirian tersebut telah mendapat
persetujuan dari Menteri Kehakiman Republik Indonesia
dengan Surat Keputusan No.C2-7680.HT.01.01.TH.96
tanggal 6 Maret 1996.
Anggaran Dasar Perusahaan telah mengalami beberapa
kali perubahan, yang terakhir dengan Akta Notaris
Noerbaety Ismail, SH, M.Kn., No. 27 tanggal 29 Maret 2010
mengenai penurunan modal ditempatkan dan disetor serta
perubahan nama Perusahaan. Akta perubahan ini telah
dilaporkan dan telah diterima dengan surat penerimaan
pemberitahuan No. AHU-27155.AH.01.02.Tahun 2010
tanggal 27 Mei 2010 dari Menteri Hukum dan Hak Asasi
Manusia Republik Indonesia.
Kantor Perusahaan berlokasi di Jalan Kebayoran Lama
No. 155 Jakarta.
Sesuai dengan pasal 3 anggaran dasar Perusahaan, ruang
lingkup kegiatan Perusahaan meliputi bidang jasa
pelayaran di dalam negeri dan luar negeri.
Perusahaan memulai kegiatan komersial pada tahun 1996.
Saat ini, Perusahaan bergerak dalam bidang industri
pelayaran di dalam negeri.
PT Wintermar Offshore Marine Tbk (the Company) was
established under name of PT Swakarya Mulia Shipping
based on Notarial Deed of Trisnawati Mulia, SH, Notary in
Jakarta, No. 98 dated December 18, 1995. The deed of
establishment was approved by the Minister of Justice of
Republic of Indonesia in his Decree No. C2-
7680.HT.01.01.TH.96 on March 6, 1996.
The Company’s Articles of Association have been
amended several times, most recently by the Notarial
Deed of Noerbaety Ismail, SH, M.Kn., No.27 dated March
29, 2010, regarding the decrease of issued and fully paid
capital stock and changes in the Company’s name. This
amendment was reported and received by the Minister of
Law and Human Rights of Republic of Indonesia No.
AHU-27155.AH.01.02.Tahun 2010 on May 27, 2010.
The Company’s office is located at Jalan Kebayoran Lama
No. 155 Jakarta.
Article 3 of the Company’s Articles of Association states
that the main activity of the Company is shipping services
both in the national and international waters.
The Company started its commercial operations in 1996
and is primarily engaged in the domestic shipping
industries.
1.b. Komisaris, Direksi dan Karyawan 1.b. Commissioners, Directors and Employees
Berdasarkan resolusi sebagai pengganti rapat umum
pemegang saham No. 2563/A.20/VI/2010 tanggal 29 Juni
2010, susunan pengurus Perusahaan pada tanggal 30 Juni
2010 adalah sebagai berikut:
According to resolution as a substitution of AGM
No. 2563/A.20/VI/2010 dated June 29, 2010, the
composition of the Company’s management as of June 30,
2010 is as follows:
Dewan Komisaris: Board of Commissioners:
Komisaris Utama
Jonathan Jochanan President Commissionner
(merangkap sebagai Komisaris Independen)
(serves as an Independent Commissioner)
Komisaris Johnson Williang Sutjipto
Darmawan Layanto
Commissionner
Direksi: Directors:
Direktur Utama Sugiman Layanto President Director
Direktur Nely Layanto Director
Philippe Surrier
Ooi Ka Lok
d1/November 16, 2010 7 Paraf:
182

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Berdasarkan akta pernyataan perubahan anggaran dasar
No. 90 tanggal 31 Juli 2006, susunan pengurus
Perusahaan pada tanggal 31 Desember 2009, 2008 dan
2007 adalah sebagai berikut:
According to deed of statement of changes of article of
association No. 90 dated July 31, 2006, the composition
of the Company’s management as of December 31, 2009,
2008 and 2007 are as follows:
Komisaris Sugiman Layanto Commissionne
Direktur Endo Rasdja Director
Pada 30 Juni 2010, 31 Desember 2009, 2008 dan 2007,
Perusahaan dan perusahaan anak memiliki pegawai tetap
masing-masing 143, 131, 127 dan 128 karyawan (tidak
diaudit).
Jumlah gaji dan tunjangan direksi Perusahaan untuk
periode/tahun yang berakhir pada 30 Juni 2010 dan
31 Desember 2009 masing-masing sebesar nihil dan
31 Desember 2008 dan 2007 masing-masing sebesar
Rp 60.156 dan Rp 154.237.
Sedangkan jumlah gaji dan tunjangan komisaris
Perusahaan untuk periode/tahun yang berakhir pada
30 Juni 2010 dan 31 Desember 2009 masing-masing
sebesar Rp 1.359.000 dan Rp 910.000 dan 31 Desember
2008 dan 2007 masing-masing sebesar nihil.
1.c. Struktur Perusahaan Anak 1.c. Subsidiaries' Structure
Perusahaan memiliki investasi langsung lebih dari 50%
saham perusahaan anak sebagai berikut:
Perusahaan Anak/
Subsidiaries
Domisili/
Domicile
As of June 30, 2010, December 31, 2009, 2008 and 2007,
the Company and subsidiaries employed 143, 131, 127
and 128 permanent employees (unaudited).
Salaries and allowance for directors of the Company for
the period/years ended June 30, 2010 and December 31,
2009 were nil and December 2008 and 2007 amounted to
Rp 60,156 and Rp 154,237, respectively.
While salaries and allowance for commissioners of the
Company for the period/years ended June 30, 2010 and
December 31, 2009 amounted to Rp 1,359,000 and
Rp 910,000, respectively, and December 31, 2008 and
2007 were nil.
The Company has direct investments in the following
subsidiaries:
Kegiatan Usaha
Utama/
Main Business Activity
PT Wintermar Jakarta Pelayaran/
Shipping
PT Arial Niaga Nusantara (Arial) Palembang Pelayaran/
Shipping
PT Sentosasegara Mulia Shipping (Sentosa) Jakarta Pelayaran dan Perdagangan/
Shipping and Trading
PT Hammar Marine Offshore (Hammar) Jakarta Pelayaran/
Shipping
PT PSV Indonesia (PSV) Jakarta Pelayaran/
Shipping
Abbeypure Pte. Ltd (ABP) Singapura/
Investasi/
Singapore
Investment
Perusahaan Anak/
Subsidiaries
2010
%
Persentase Kepemilikan/
Percentage of
Ownership
2009
%
2008
%
Tahun Operasi Komersial/
Year of Commercial Operation
Jumlah Aset/
Total Assets
PT Wintermar 99.51 99.51 99.51 99.51 606,255,265 539,075,687 456,016,419 391,282,037
PT Arial Niaga Nusantara (Arial) 99.51 99.51 99.51 -- 83,204,431 81,355,358 79,615,012 --
PT Sentosasegara Mulia Shipping (Sentosa) 99.51 99.51 99.51 99.51 120,734,020 118,700,833 124,106,143 135,454,475
PT Hammar Marine Offshore (Hammar) 60.00 60.00 -- -- 24,867,040 22,414,484 -- --
PT PSV Indonesia (PSV) 51.00 -- -- -- 479,833,697 -- -- --
Abbeypure Pte. Ltd (ABP) 100.00 -- -- -- 132,860,500 -- -- --
d1/November 16, 2010 8 Paraf:
183
2007
%
2010
Rp
2009
Rp
2008
Rp
1971
1997
1995
--
2010
--
2007
Rp

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Perusahaan
Anak/
Subsidiaries
2010
Rp
2009
Rp
Laba Bersih/
Net Income
2008
Rp
Jumlah Pendapatan/
Total Revenue
d1/November 16, 2010 9 Paraf:
184
2007
Rp
Wintermar 27,758,155 65,438,190 50,768,526 36,895,627 215,365,319 309,164,216 256,877,775 261,265,764
Arial 7,358,850 20,166,163 7,173,068 -- 18,748,219 41,201,697 35,150,642 --
Sentosa 11,731,973 15,415,667 9,436,244 19,168,878 24,257,365 43,094,141 47,123,029 42,834,908
Hammar 489,756 1,649,986 -- -- -- -- -- --
PSV 15,460,351 -- -- -- 31,953,745 -- -- --
ABP (77,772) -- -- -- -- -- -- --
Wintermar Wintermar
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Wintermar No. 16 tanggal 16 Oktober
2009 dari Noerbaety Ismail, SH, M.Kn., para pemegang
saham Wintermar menyetujui pengalihan 10 saham milik
Muriani kepada Perusahaan.
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Wintermar No. 1 tanggal 2 November
2009 dari Noerbaety Ismail, SH, M.Kn, para pemegang
saham Wintermar menyetujui peningkatan modal
ditempatkan dan disetor sebanyak 246.000 saham dengan
nilai nominal Rp 1.000.000 per saham atau sebesar
Rp 246.000.000 yang seluruhnya diambil dan disetor penuh
oleh Perusahaan.
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Wintermar No. 21 tanggal 30 Desember
2009 dari Noerbaety Ismail, SH, M.Kn., para pemegang
saham Wintermar menyetujui pengalihan saham milik
Darmawan Layanto, Nely Layanto, Lina Layanto, Muriani
dan Sugiman Layanto masing-masing 1.000, 1.000, 1.000,
1.790 dan 1.960 saham kepada Perusahaan.
Perubahan susunan pemegang saham Wintermar akibat
jual beli saham tersebut di atas telah dinyatakan dalam
Akta Perubahan Anggaran Dasar No. 26 tanggal 29 Maret
2010 dari notaris yang sama. Perubahan anggaran dasar
telah memperoleh surat penerimaan pemberitahuan dari
Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
No. AHU-AH.01.10-14748 tanggal 16 Juni 2010.
Pada 30 Juni 2010, Perusahaan memiliki 252.760 saham
dengan nilai nominal Rp 1.000.000 per saham atau
persentase kepemilikan sebesar 99,51%.
2010
Rp
2009
Rp
2008
Rp
2007
Rp
Based on the Shareholders’ Decision Deed of
Wintermar No. 16 dated October 16, 2009 by Noerbaety
Ismail, SH, M.Kn., the Wintermar’s shareholders approved
the sale of 10 shares owned by Muriani to the Company.
Based on the Shareholders’ Decision Deed of
Wintermar No.1 dated November 2, 2009 by Noerbaety
Ismail, SH, M.Kn., Wintermar’s shareholders resolved to
increase of the issued and paid up capital by 246,000
shares with par value of Rp 1,000,000 per share or
amounting to Rp 246,000,000 which have been subscribed
and fully paid up by the Company.
Based on the Shareholders’ Decision Deed of
Wintermar No. 21 dated December 30, 2009 by Noerbaety
Ismail, SH, M.Kn., Wintermar’s shareholders approved the
sale of 1,000; 1,000; 1,000; 1,790 and 1,960 shares
owned by Darmawan Layanto, Nely Layanto, Lina
Layanto, Muriani and Sugiman Layanto, respectively, to
the Company.
The changes of composition of the Wintermar’s
shareholders arising from the sale and purchase above
had been stated in Amendment of Article of Association
Deed No. 26 dated March 29, 2010 from same notary. The
amendment of article of association was approved by the
Minister of Law and Human Rights of Republic of
Indonesia No. AHU-AH.01.10-14748 on June 16, 2010.
On June 30, 2010, the Company has 252,760 shares with
par value of Rp 1,000,000 per shares or owns 99.51% of
its total issued shares.

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Arial Arial
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Arial No. 28 tanggal 28 April 2008 dari
Noerbaety Ismail, SH, M.Kn., para pemegang saham Arial
menyetujui pengalihan 10 saham milik Johnson W. Sutjipto
kepada Perusahaan.
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Arial No. 2 tanggal 1 Agustus 2008 dari
Noerbaety Ismail, SH, M.Kn, para pemegang saham
menyetujui peningkatan modal ditempatkan dan disetor
sebanyak 200.000 saham dengan nilai nominal Rp 10.000
per saham atau sebesar Rp 2.000.000 yang seluruhnya
diambil dan disetor penuh oleh Perusahaan.
Berdasarkan Akta Notaris Pernyataan Keputusan Para
Pemegang Saham Arial tanggal 26 November 2009
dituangkan dalam akta No. 37 dari Noerbaety Ismail, SH,
M.Kn, para pemegang saham Arial memutuskan untuk
membagikan dividen interim sebesar Rp 31.400.000
kepada pemegang saham. Rapat juga menyetujui dari
jumlah dividen tersebut sebesar Rp 31.399.900
dikonversikan menjadi 3.139.990 lembar saham baru
dengan nilai masing-masing sebesar Rp 10.000. Sisanya
dibagikan secara tunai kepada pemegang saham. Selain
itu, para pemegang saham juga menyetujui peningkatan
modal dasar menjadi Rp 137.000.000 yang terbagi atas
1.000 lembar saham dengan nilai nominal
Rp 1.000.000 dan 13.600.000 lembar saham dengan nilai
nominal Rp 10.000. Perusahaan mendapatkan dividen
saham sebesar Rp 31.245.300.
Pada 30 Juni 2010, Perusahaan memiliki 10 saham dengan
nilai nominal Rp 1.000.000 per saham dan 3.324.530
saham dengan nilai nominal Rp 10.000 per saham atau
persentase kepemilikan sebesar 99,51%.
Sentosa Sentosa
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Sentosa No. 26 tanggal 28 April 2008
dari Noerbaety Ismail, SH, M.Kn., para pemegang saham
Sentosa menyetujui peningkatan modal ditempatkan dan
disetor sebanyak 200.000 saham dengan nilai nominal
Rp 10.000 per saham atau sebesar Rp 2.000.000 yang
seluruhnya diambil dan disetor penuh oleh Perusahaan.
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Sentosa No. 27 tanggal 28 April 2008
dari Noerbaety Ismail, SH, M.Kn, para pemegang saham
Sentosa menyetujui pengalihan 10 saham milik Johnson W.
Sutjipto kepada Perusahaan.
Based on the Shareholders’ Decision Deed of
Arial No. 28 dated April 28, 2008 by Noerbaety Ismail, SH,
M.Kn., Arial’s shareholders approved the sale of
10 shares owned by Johnson W. Sutjipto to the Company.
Based on the Shareholders’ Decision Deed of
Arial No.2 dated August 1, 2008 by Noerbaety Ismail, SH,
M.Kn., the shareholders resolved to increase the issued
and paid up capital of 200,000 shares with par value of
Rp 10,000 per share amounting to Rp 2,000,000 which
have been subscribed and fully paid up by the Company.
Based on the Arial’s Shareholders’ Notarial Deed No.37
dated November 26, 2009 by Noerbaety Ismail, SH,
M.Kn., approved the distribution of interim dividend
amounting to Rp 31,400,000. The meeting also agreed
that part of dividend amounting to Rp 31,399,900 be
converted to 3,139,990 new shares with par value of
Rp 10,000 per share. The remaining was distributed in
cash to shareholders. Furthermore, the shareholders also
approved the increase of authorized capital to Rp
137,000,000 divided into 1,000 shares with par value of
Rp 1,000.000 and 13,600,000 shares with par value of
Rp 10,000. The Company received stock dividend
amounting to Rp 31,245,300.
On June 30, 2010, the Company has 10 shares with par
value of Rp 1,000,000 per shares and 3,324,530 shares
with par value of Rp 10,000 per shares or owns 99.51% of
its total issued shares.
Based on the Shareholders’ Decision Deed of
Sentosa No.26 dated April 28, 2008 by Noerbaety Ismail,
SH, M.Kn., the shareholders of Sentosa resolved to
increase the issued and paid in capital of 200,000 shares
with par value of Rp 10,000 per share or amounting to
Rp 2,000,000 which have been subscribed and fully paid
up by the Company.
Based on the Shareholders’ Decision Deed of
Sentosa No. 27 dated April 28, 2008 by Noerbaety Ismail,
SH, M.Kn., the shareholders of Sentosa approved the sale
of 10 shares owned by Johnson W. Sutjipto to the
Company.
d1/November 16, 2010 10 Paraf:
185

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Berdasarkan Akta Notaris Pernyataan Keputusan Para
Pemegang Saham Sentosa tanggal 24 November 2009
dituangkan dalam akta No. 26 dari Noerbaety Ismail, SH,
M.Kn, para pemegang saham Sentosa memutuskan untuk
membagikan dividen interim sebesar Rp 79.400.000.
Rapat juga menyetujui dari jumlah dividen tersebut sebesar
Rp 79.399.900 dikonversikan menjadi 7.939.990 lembar
saham baru dengan nilai masing-masing sebesar
Rp 10.000. Sisanya dibagikan secara tunai kepada
pemegang saham. Selain itu, para pemegang saham
Sentosa juga menyetujui peningkatan modal dasar menjadi
Rp 320.000.000 yang terbagi atas 1.000 lembar saham
dengan nilai nominal Rp 1.000.000 dan 31.900.000 lembar
saham dengan nilai nominal Rp 10.000.
Pada 30 Juni 2010, Perusahaan memiliki 10.000 saham
dengan nilai nominal Rp 1.000.000 per saham dan
8.100.890 saham dengan nilai nominal Rp 10.000 per
saham atau persentase kepemilikan sebesar 99,51%.
Hammar Hammar
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Hammar No. 17 tanggal 6 Mei 2008 dari
Achmad Bajumi, SH, para pemegang saham Hammar
menyetujui penjualan saham Nyonya Arini Hartuti Widarto
dan Nyonya Yohana Hana Demaria masing-masing
65 saham kepada Perusahaan dengan harga
Rp 1.000.000 per saham.
Berdasarkan Akta Notaris Pernyataan Keputusan
Pemegang Saham Hammar No. 2 tanggal 2 April 2009 dari
Achmad Bajumi, SH, para pemegang saham Hammar
menyetujui peningkatan modal ditempatkan dan disetor
Perusahaan menjadi 4.000 saham atau sebesar
Rp 4.000.000.
Pada tanggal 30 Juni 2010, Perusahaan memiliki 2.400
saham dengan nilai nominal Rp 1.000.000 per saham atau
persentase kepemilikan sebesar 60%.
PSV PSV
PSV didirikan berdasarkan Akta Notaris Achmad Bajumi,
SH., MH., No. 10 tanggal 10 Februari 2010. Akta pendirian
tersebut telah mendapat persetujuan dari Menteri Hukum
dan Hak Asasi Manusia Republik Indonesia dengan Surat
Keputusan No. AHU-10377.AH.01.01Tahun 2010 tanggal
24 Februari 2010. Pada saat pendirian, Perusahaan
menempatkan modal disetor sebesar Rp 10.200.000.
Pada tanggal 30 Juni 2010, Perusahaan memiliki 10.200
saham dengan nilai nominal Rp 1.000 per saham atau
persentase kepemilikan sebesar 51%.
Based on Notarial Deed of the Shareholders’ Meeting of
Sentosa No. 26 dated November 24, 2009 by Noerbaety
Ismail, SH, M.Kn, Sentosa’s shareholders approved the
distribution of interim dividend amounting to
Rp 79,400,000. The meeting also agreed that part of
dividend amounting to Rp 79,399,900 would be converted
to 7,939,990 new shares with par value of Rp 10,000 per
share. The balance is to be distributed in cash to
shareholders. Furthermore, Sentosa’s shareholders also
approved the increase of the authorized capital to
Rp 320,000,000 divided into 1,000 shares with par value
of Rp 1,000,000 and 31,900,000 shares with par value of
Rp 10,000.
On June 30, 2010, the Company has 10,000 shares with
par value of Rp 1,000,000 per shares and 8,100,890
shares with par value of Rp 10,000 per shares or owns
99.51% of its total issued shares.
Based on the Shareholders’ Decision Deed of
Hammar No.17 dated May 6, 2008 by Achmad Bajumi,
SH, the Hammar’s shareholders approved the sale of
65 shares owned by Mrs. Arini Hartuti Widarto and
Mrs. Yohana Hana Demaria, respectively, to the Company
with selling price of Rp 1,000,000 per share.
Based on the Shareholders’ Decision Deed of
Hammar No.2 dated April 2, 2009 by Achmad Bajumi, SH,
the Hammar’s shareholders resolved to increase the
issued and paid in capital of the Company to be 4,000
shares or amounting to Rp 4,000,000.
On June 30, 2010, the Company has 2,400 shares with
par value of Rp 1,000,000 per shares or owns 60% of its
total issued shares.
PSV was established based on the Notarial Deed of
Achmad Bajumi, SH., Mh., No. 10 dated February 10,
2010. That deed has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia in his
Decree No. AHU-10377.AH.01.01Tahun 2010 dated
February 10, 2010. On the establishment, the Compan’sy
paid in capital amounting to Rp 10,200,000.
On June 30, 2010, the Company has 10,200 shares with
par value of Rp 1,000 per shares or owns 51% of its total
issued shares.
d1/November 16, 2010 11 Paraf:
186

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
ABP ABP
ABP merupakan perusahaan yang didirikan di Singapura
pada tanggal 30 Maret 2010. Pada 28 Juni 2010,
Perusahaan membeli 20.500.000 saham ABP yang dimiliki
oleh Seacoral Maritime Pte Ltd, pihak hubungan istimewa,
dengan harga pembelian sebesar SGD 20.500.000 (nilai
nominal saham sebesar SGD 1 per saham) (lihat Catatan
31.b).
Pada tanggal 30 Juni 2010, Perusahaan memiliki
20.500.000 saham dengan nilai nominal SGD 1 per saham
atau persentase kepemilikan sebesar 100%.
ABP is a company incorporated in Singapore on March 30,
2010. On June 28, 2010, the Company bought
20,500,000 shares of ABP owned by Seacoral Maritime
Pte Ltd, a related party, with purchase price amounting to
SGD 20,500,000 (par value SGD 1 per share) (see Note
31.b).
On June 30, 2010, the Company has 20,500,000 shares
with par value of SGD 1 per shares or owns 100% of its
total issued shares.
2. Ikhtisar Kebijakan Akuntansi yang Signifikan 2. Summary of Significant Accounting Policies
2.a. Dasar Pengukuran dan Penyusunan Laporan
Keuangan Konsolidasian
Laporan keuangan konsolidasian ini disajikan sesuai
dengan prinsip akuntansi yang berlaku umum di
Indonesia, yang antara lain adalah Pernyataan Standar
Akuntansi Keuangan (PSAK) yang ditetapkan oleh Ikatan
Akuntan Indonesia, peraturan Badan Pengawas Pasar
Modal dan Lembaga Keuangan (Bapepam-LK)
No. VIII.G.7 (revisi 2000) tentang “Pedoman Penyajian
dan Laporan Keuangan” dan Pedoman Penyajian dan
Pengungkapan Laporan Keuangan Emiten atau
Perusahaan Publik Industri Transportasi sesuai dengan
Surat Edaran Ketua Bapepam No. SE-02/PM/2002
tanggal 27 Desember 2002.
Dasar pengukuran dan penyusunan laporan keuangan
konsolidasian ini adalah konsep biaya perolehan
(historical cost), kecuali beberapa akun tertentu yang
disusun berdasarkan pengukuran lain seperti yang
diuraikan dalam kebijakan akuntansi masing-masing akun
tersebut. Laporan keuangan konsolidasian disusun
dengan menggunakan metode akrual kecuali untuk
laporan arus kas.
Laporan arus kas konsolidasian disusun dengan
menggunakan metode langsung (direct method) dengan
mengelompokkan arus kas dalam aktivitas operasi,
investasi dan pendanaan.
Mata uang pelaporan yang digunakan dalam laporan
keuangan konsolidasian ini adalah mata uang Rupiah.
2.b. Prinsip-prinsip Konsolidasi
Laporan keuangan konsolidasian meliputi akun-akun dari
Perusahaan dan perusahaan anak sebagaimana yang
disajikan dalam Catatan 1.c.
2.a. Basis of Measurement and Preparation of
Consolidated Financial Statements
These consolidated financial statements are presented in
conformity with generally accepted accounting principles
in Indonesia, which consist of, among others, Statement
of Financial Accounting Standards (SFAS) established by
the Indonesian Institute of Accountants, the Indonesia
Capital Market and Financial Institution Supervisory
Agency (Bapepam-LK) No. VIII.G.7 (revised 2000)
concerning “The Guidelines for Presentation of Financial
Statements” and Guidelines for Presentation and
Disclosures of the Financial Statements of Public Listed
Company Engage in Trasportation Industry in accordance
with circular letter of Chairman of Bapepam No.
SE-02/PM/2002 dated December 27, 2002.
The basis of measurement in the preparation of these
consolidated financial statements is historical cost
concept, except for certain accounts which are measured
on the basis described in related accounting policy in
those certain accounts. The consolidated financial
statements are prepared by using accrual method, except
for the statements of cash flows.
The consolidated statements of cash flows are prepared
using direct method by categorizing its cash flows into
operating, investing and financing activities.
The reporting currency used in the preparation of these
consolidated financial statements is Indonesian Rupiah.
2.b. Principles of Consolidation
The consolidated financial statements include the
accounts of the Company and subsidiaries as shown in
Note 1.c.
d1/November 16, 2010 12 Paraf:
187

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Penyajian laporan keuangan konsolidasian dilakukan
berdasarkan konsep satuan usaha (entity concept).
Seluruh akun, transaksi dan laba yang signifikan antar
perusahaan yang dikonsolidasikan telah dieliminasi untuk
mencerminkan posisi keuangan dan hasil usaha sebagai
satu kesatuan.
2.c. Transaksi dan Saldo dalam Mata Uang Asing
Transaksi dalam mata uang asing dicatat berdasarkan
kurs yang berlaku pada saat transaksi dilakukan. Pada
tanggal neraca, aset dan kewajiban moneter dalam mata
uang asing dikonversi ke dalam Rupiah dengan kurs ratarata
wesel ekspor Bank Indonesia pada tanggal
30 Juni 2010, 31 Desember 2009, 2008 dan 2007 adalah
sebagai berikut (dalam Rupiah Penuh):
Presentation of consolidated financial statements has
been performed on the basis of the entity concept. All
significant intercompany accounts, transactions and profit
have been eliminated to reflect the financial position and
result of operations as a whole.
2.c. Transactions and Balances in Foreign Currencies
Transactions involving foreign currencies are recorded at
the rates of exchange prevailing at the time the
transactions are made. At balance sheets date, monetary
assets and liabilities denominated in foreign currencies are
converted using the average rate of export bill of Bank of
Indonesia prevailing at June 30, 2010, December 31,
2009, 2008 and 2007 as follows (in Full Rupiah):
2010 2009 2008 2007
Rp Rp Rp Rp
1 USD 9,083 9,400 10,950 9,419 1 USD
1 SGD 6,481 6,698 7,607 6,502 1 SGD
1 MYR 2,783 2,747 3,153 2,723 1 MYR
Pembukuan ABP diselenggarakan dalam mata uang
pelaporan Dolar Singapura (SGD). Untuk tujuan penyajian
laporan keuangan konsolidasi, aset dan kewajiban ABP
pada tanggal neraca dijabarkan masing-masing dengan
menggunakan kurs yang berlaku pada tanggal tersebut,
sedangkan pendapatan dan beban dijabarkan dengan
menggunakan kurs rata-rata. Selisih kurs yang terjadi
disajikan sebagai bagian dari ekuitas pada akun “Selisih
Kurs Penjabaran Laporan Keuangan” pada neraca
konsolidasi.
2.d. Setara Kas
Setara kas terdiri dari deposito berjangka dengan jangka
waktu 3 (tiga) bulan atau kurang sejak tanggal
penempatannya, tidak digunakan sebagai jaminan dan
tidak dibatasi penggunaannya.
2.e. Penyisihan Piutang Ragu-ragu
Penyisihan piutang ragu-ragu ditentukan berdasarkan
penelaahan terhadap kondisi masing-masing debitur pada
akhir tahun/periode. Saldo piutang dihapuskan melalui
penyisihan piutang ragu-ragu yang bersangkutan atau
langsung dihapuskan dari piutang tersebut pada saat
manajemen berkeyakinan bahwa piutang tersebut tidak
dapat ditagih.
The books of accounts of ABP held its reporting currency
in Singapore Dollar (SGD). For consolidation purposes,
the assets and liabilities of ABP at balance sheet date are
translated into Rupiah using the exchange rates at
balance sheet date, while revenues and expenses are
translated at the average exchange rates. Resulting
foreign exchange is presented as “Translation Adjustment”
and shown as part of equity in the consolidated balance
sheets.
2.d. Cash Equivalents
Cash equivalents consist of time deposits with maturities
date not more than 3 (three) months since the time of their
placement, not pledged as collateral and unrestricted.
2.e. Allowance for Doubtful Accounts
Allowance for doubtful accounts is provided based on a
review of the status of the individual debtor at the end of
the year. The outstanding receivables are written off
against the respective allowance for doubtful accounts or
directly from the account at the time management believes
that these receivables are determined to be definitely
uncollectible.
d1/November 16, 2010 13 Paraf:
188

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
2.f Investasi Saham
Investasi dalam bentuk saham dimana Perusahaan secara
langsung atau tidak langsung mempunyai kepemilikan
saham 20% sampai 50% dicatat dengan menggunakan
metode ekuitas, dimana biaya perolehan dari penyertaan
ditambah atau dikurangi dengan bagian atas laba atau rugi
bersih perusahaan asosiasi sejak tanggal perolehan serta
dikurangi dengan pendapatan dividen.
Investasi dalam bentuk saham dengan pemilikan kurang
dari 20% yang nilai wajarnya tidak tersedia dan
dimaksudkan untuk investasi jangka panjang dinyatakan
sebesar biaya perolehan.
2.g. Biaya Emisi Saham Ditangguhkan
Berdasarkan Peraturan Nomor VIII.G.7 (Lampiran dari
Surat Keputusan Ketua Bapepam No. Kep-06/PM/2000
tanggal 13 Maret 2000), biaya emisi saham dicatat sebagai
pengurang modal modal disetor disajikan sebagai bagian
dari ekuitas dalam akun “Tambahan Modal Disetor” yang
berlaku efektif untuk penyusunan laporan keuangan yang
dimulai pada atau setelah tanggal 1 Januari 2000.
Penawaran umum perdana saham Perusahaan sedang
dalam proses. Biaya-biaya yang telah dikeluarkan
sehubungan dengan penawaran umum tersebut disajikan
sebagai biaya emisi saham yang ditangguhkan yang
nantinya akan dicatat sebagai pengurang tambahan modal
disetor pada kelompok ekuitas apabila pernyataan
pendaftaran telah dinyatakan efektif.
2.h. Aset Tetap
Aset tetap, setelah pengakuan awal,
dipertanggungjawabkan dengan menggunakan model biaya
dan dinyatakan berdasarkan biaya perolehan dikurangi
akumulasi penyusutan dan akumulasi kerugian penurunan
nilai. Penyusutan aset tetap dihitung dengan menggunakan
metode garis lurus berdasarkan taksiran masa manfaat
ekonomis aset sebagai berikut:
Tahun/ Years
2.f. Investments in Shares
Investment in shares wherein the Company has an
ownership interest, directly and indirectly of 20% but not
exceeding 50% are accounted for under the equity
method, whereby the cost of investment is increased or
decreased by the Company’s share in the net earnings
(losses) of an associate since the acquisition date, and
deducted by dividends income.
Investment in shares with ownership less than 20% which
its fair value is not readily determinable and intended for
long-term investment is stated at cost.
2.g. Deferred Stock Issuance Cost
According to Regulation No. VIII.G.7 (Appendix of Decision
Letter of Chairman of Bapepam No. Kep-06/PM/2000
dated March 13, 2000), the stock issuance cost is recorded
as a deduction of proceed from paid in capital and
presented as part of stockholders’ equity under “Additional
Paid in Capital“ account. The Regulation was applied for
financial statements which cover periods beginning on or
after January 1, 2000.
The Company’s shares Initial Public Offering still on
process. Cost incurred related to the public offering is
presented as a deferred stock issuance cost and
subsequently will be recorded as a deduction of paid in
capital as part of stockholders’ equity when the statement
of registration are became effective.
2.h. Fixed Assets
Fixed assets, after initial recognition, are accounted for by
using cost model and carried at cost less accumulated
depreciation and accumulated impairment losses.
Depreciation is computed using the straight-line method
based on the estimated useful lives of the assets as
follows:
Bangunan 20 Building
Kapal dan Perlengkapan 16 Vessels and Eqipment
Mesin 4 Machinery
Kendaraan 4 Vehicles
Inventaris Kantor 4 Office Equipment
d1/November 16, 2010 14 Paraf:
189

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Biaya pemeliharaan dan perbaikan dibebankan ke dalam
Iaporan laba rugi pada saat terjadinya; pemugaran
termasuk biaya docking dan penambahan daIam jumlah
signifikan dikapitalisasi. Apabila suatu aset tetap tidak
digunakan lagi atau yang dilepas, biaya perolehan serta
akumulasi penyusutannya dikeluarkan dari aset tetap yang
bersangkutan dan keuntungan atau kerugian yang timbul
dilaporkan di dalam laporan Iaba rugi konsolidasian
tahun/periode yang bersangkutan.
Biaya docking kapal dikapitalisasi pada saat terjadinya dan
diamortisasi dengan metode garis lurus sampai sisa umur
kapal.
Aset dalam penyelesaian dinyatakan sebesar biaya
perolehan. Akumulasi biaya perolehan akan dipindahkan
ke masing-masing aset tetap yang bersangkutan pada saat
selesai dan siap digunakan.
2.i. Sewa 2.i. Lease
Suatu sewa dikelompokkan sebagai sewa pembiayaan jika
sewa tersebut mengalihkan secara substansial seluruh
risiko dan manfaat yang terkait dengan kepemilikan aset.
Suatu sewa dikelompokkan sebagai sewa operasi jika
sewa tersebut tidak mengalihkan secara substansial
seluruh risiko dan manfaat yang terkait dengan
kepemilikan aset.
Pada awal masa sewa, lessee mengakui sewa
pembiayaan sebagai aset dan kewajiban dalam neraca
sebesar nilai wajar aset sewaan atau sebesar nilai kini dari
pembayaran sewa minimum, jika nilai kini lebih rendah dari
nilai wajar. Penilaian ditentukan pada awal kontrak. Tingkat
diskonto yang digunakan dalam perhitungan nilai kini dari
pembayaran sewa minimum adalah tingkat suku bunga
implisit dalam sewa, jika dapat ditentukan dengan praktis,
jika tidak, digunakan tingkat suku bunga pinjaman
inkremental lessee. Biaya langsung awal yang dikeluarkan
lessee ditambahkan ke dalam jumlah yang diakui sebagai
aset. Kebijakan penyusutan aset sewaan adalah konsisten
dengan aset tetap yang dimiliki sendiri.
Laba atau rugi yang terjadi akibat transaksi jual dan sewabalik
yang merupakan sewa pembiayaan ditangguhkan
dan diamortisasi selama masa sewa (sebelum 1 Januari
2008, laba atau rugi tersebut diamortisasi selama masa
manfaat ekonomis aset). Keuntungan yang belum
diamortisasi disajikan pada akun “Keuntungan
Ditangguhkan atas Transaksi Jual dan Sewa-Balik Aset
Tetap – Bersih”.
The cost of maintenance and repairs is charged to the
statements of income as incurred; significant renewals
including significant docking cost and betterment are
capitalized. When assets are retired or otherwise
disposed of, the cost and related accumulated
depreciation are removed from the accounts and any
resulting gain or loss is reflected in the consolidated
statements of income for the years/period.
Vessel dry docking cost is capitalized when incurred and
is amortized on a straight line basis over the remaining
useful life of vessel.
Asset in progress is stated at cost. Accumulated cost is
transferred to respective fixed assets account when
completed and ready for use.
Lease is classified as capital lease when the lease
transferrs substantially all the risks and benefits that relate
to the ownership of asset. Lease is classified as operating
lease when the lease does not transfer substantially all the
risks and benefits that relate to the ownership of asset.
At the commencement of the lease term, lessee
recognizes the capital lease as an asset and liability in the
balance sheet at fair value of the leased asset or at
present value of the minimum lease payment, if present
value is lower than fair value. Valuation is determined at
the beginning of the contract. The discount rate used in
calculation of present value of minimum lease payment is
interest rate implicit in the lease, if practicable, or else the
lessee’s incremental borrowing rate. Lessee’s initial direct
cost is added to the asset. Depreciation policy of leased
asset should be consistent with that for owned assets.
Gains or losses resulting from sales and lease back
transactions are deferred and amortized over the lease
term (before January 1, 2008, gain or losses are
amortized over the remaining usefull life of the assets).
Unamortized gains are stated in ”Deferred Gain from
Sales and Lease Back Transaction of Fixed Assets – Net”
account.
d1/November 16, 2010 15 Paraf:
190

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
2.j. Pajak Penghasilan
Seluruh perbedaan temporer antara jumlah tercatat aset
dan kewajiban dengan dasar pengenaan pajaknya diakui
sebagai pajak tangguhan dengan metode kewajiban
(liability). Tarif pajak yang berlaku atau yang secara
substansial telah berlaku digunakan dalam menentukan
besarnya jumlah pajak penghasilan tangguhan.
Koreksi terhadap kewajiban perpajakan diakui saat surat
ketetapan pajak diterima atau jika mengajukan keberatan,
pada saat keputusan atas keberatan tersebut telah
ditetapkan, atau jika mengajukan banding pada saat
keputusan atas banding tersebut telah ditetapkan.
Pajak kini diakui berdasarkan laba kena pajak untuk tahun
yang bersangkutan, yang dihitung sesuai dengan peraturan
perpajakan yang berlaku.
Penghasilan utama Perusahaan merupakan objek pajak
final, sehingga Perusahaan tidak mengakui aset dan
kewajiban pajak tangguhan dari perbedaan temporer
jumlah tercatat aset dan kewajiban menurut laporan
keuangan konsolidasian dengan dasar pengenaan pajak
aset kewajiban yang berhubungan dengan penghasilan
tersebut.
2.j. Income Tax
All temporary differences arising between the tax bases of
assets and liabilities and their carrying value for financial
reporting purposes are recognized as deferred tax using
the liability method. Currently enacted tax rates or
substantially enacted are used to determine deferred
income tax.
Adjustments to tax obligations are recognized when an
assessment letter is received or, if an objection or
appealed against, when the result of the objection or
appeal is determined.
Current tax is recognized based on taxable income for the
year, which calculated in accordance with the current tax
regulations.
The Company’s principal revenue is subjected to final tax,
consequently the Company does not recognize deferred
tax asset and liability arising from temporary difference of
carrying value of asset and liabilities according to
consolidated financial statements with tax bases of asset
and liability related to the said revenue.
2.k. Transaksi Hubungan Istimewa 2.k. Transaction with Related Parties
Pihak-pihak yang mempunyai hubungan istimewa adalah: Related parties consist of the following:
a) Perusahaan baik langsung maupun melalui satu atau
lebih perantara, mengendalikan, atau dikendalikan
oleh, atau berada di bawah pengendalian bersama,
dengan Perusahaan (termasuk holding companies,
subsidiaries dan fellow subsidiaries);
b) perusahaan asosiasi; b) associated companies;
c) perorangan yang memiliki, baik secara langsung
maupun tidak langsung, suatu kepentingan hak suara
di Perusahaan yang berpengaruh secara signifikan,
dan anggota keluarga dekat dari perorangan tersebut
(yang dimaksudkan dengan anggota keluarga dekat
adalah mereka yang dapat diharapkan
mempengaruhi atau dipengaruhi perorangan tersebut
dalam transaksinya dengan Perusahaan);
d) karyawan kunci, yaitu orang-orang yang mempunyai
wewenang dan tanggung jawab untuk
merencanakan, memimpin dan mengendalikan
kegiatan Perusahaan, yang meliputi anggota dewan
komisaris, direksi dan manajer dari Perusahaan serta
anggota keluarga dekat orang-orang tersebut; dan
a) Companies that directly, or indirectly through one or
more intermediaries, control, or are controlled by, or
are under common control with, the Company
(including holding companies, subsidiaries and fellow
subsidiaries);
c) individuals owning, directly or indirectly, an interest in
the voting power of the Company that gives them
significant influence over the Company, and close
members of the family of any such individuals (close
members of the family are those who can influence or
can be influenced by such individuals in their
transactions with the Company);
d) key management personnel who have the authority
and responsibility for planning, directing and
controlling the Company’s activities, including
commissioners, directors and managers of the
Company and close members of their families; and
d1/November 16, 2010 16 Paraf:
191

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
e) perusahaan di mana suatu kepentingan substansial
dalam hak suara dimiliki baik secara langsung
maupun tidak langsung oleh setiap orang yang
diuraikan dalam butir (3) atau (4), atau setiap orang
tersebut mempunyai pengaruh signifikan atas
perusahaan tersebut. Ini mencakup perusahaanperusahaan
yang dimiliki anggota dewan komisaris,
direksi atau pemegang saham utama dari
Perusahaan dan perusahaan-perusahaan yang
mempunyai anggota manajemen kunci yang sama
dengan Perusahaan.
Semua transaksi dengan pihak-pihak yang mempunyai
hubungan istimewa, baik yang dilakukan dengan atau tidak
dengan tingkat bunga, harga, persyaratan dan kondisi yang
sama sebagaimana dilakukan dengan pihak ketiga,
diungkapkan dalam laporan keuangan konsolidasi.
2.l. Pengakuan Pendapatan dan Beban
Pendapatan diakui pada saat jasa diserahkan. Beban dan
penghasilan (beban) lainnya diakui pada saat terjadinya.
2.m. Penurunan Nilai Aset
Jumlah yang dapat diperoleh kembali harus diestimasi
pada saat kejadian-kejadian atau perubahan-perubahan
keadaan mengindikasikan bahwa nilai tercatatnya mungkin
tidak dapat diperoleh kembali. Penurunan nilai aset diakui
sebagai rugi pada laporan laba rugi, sesuai dengan
ketentuan PSAK No. 48 tentang “Penurunan Nilai Aset”.
2.n. Imbalan Kerja 2.n. Employee Benefits
Perusahaan menghitung Imbalan Kerja berdasarkan PSAK
No. 24 (Revisi 2004) tentang Imbalan Kerja.
Imbalan kerja jangka pendek diakui sebesar jumlah tak
terdiskonto ketika pekerja telah memberikan jasanya
kepada perusahaan dalam suatu periode akuntansi.
Imbalan pasca kerja diakui sebesar jumlah yang diukur
dengan menggunakan dasar diskonto ketika pekerja telah
memberikan jasanya kepada perusahaan dalam suatu
periode akuntansi. Kewajiban dan beban diukur dengan
menggunakan teknik aktuaria yang mencakup pula
kewajiban konstruktif yang timbul dari praktik kebiasaan
perusahaan. Dalam perhitungan kewajiban, imbalan harus
didiskontokan dengan menggunakan metode projected unit
credit.
e) companies in which a substantial interest in the voting
power is owned, directly or indirectly, by any person
described in (3) or (4) or over which such a person is
able to exercise significant influence. This includes
companies owned by commissioners, directors or
major stockholders of the Company and companies
which have a common key member of management
as the Company.
All transactions with related parties, whether or not made
at similar interest rate, price, terms and conditions as
those done with third parties, are disclosed in the
consolidated financial statements.
2.l. Revenue and Expense Recognition
Revenues are recognized when the services are delivered.
Expenses and other income (charges) are recognized on
accrual basis.
2.m. Impairment of Assets Value
Recoverable amount shall be estimated whenever events
and changes of circumstances indicate the carrying value
may not be recoverable. Impairment in asset value is
recognized as loss in the statements of income, in
accordance to SFAS No. 48, “Impairment of Assets”.
The Company calculates employee benefits in accordance
with SFAS No. 24 (2004 revised) concerning “Employee
Benefits”.
Short-term employees’ benefits are recognized at an
undiscounted amount when such employees have
rendered their services to the Company during the
accounting period.
Post employment benefit is recognized at a discounted
amount when the employees have rendered their service
to the Company during the accounting period. Liabilities
and expenses are measured using actuarial techniques
which include constructive obligation that arises from the
Company’s common practices. In calculating the liabilities,
the benefit must be discounted by using the projected unit
credit method.
d1/November 16, 2010 17 Paraf:
192

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Pesangon pemutusan kontrak kerja diakui jika, dan hanya
jika, Perusahaan berkomitmen untuk:
a. memberhentikan seorang atau sekelompok karyawan
sebelum tanggal pensiun normal; atau
b. menyediakan pesangon bagi karyawan yang
menerima penawaran mengundurkan diri secara
sukarela.
2.o. Selisih Nilai Transaksi Restruktrurisasi Entitas
Sepengendali
Transaksi restrukturisasi antara entitas sepengendali
berupa pengalihan aset, kewajiban, saham atau instrumen
kepemilikan lainnya yang dilakukan dalam rangka
reorganisasi entitas-entitas yang berada dalam satu
kelompok yang sama, bukan merupakan perubahan
pemilikan dalam arti substansi ekonomi, sehingga tidak
menimbulkan laba atau rugi bagi seluruh kelompok
perusahaan ataupun bagi entitas dalam kelompok
perusahaan tersebut.
Karena transaksi restrukturisasi antara entitas
sepengendali tidak mengakibatkan perubahan substansi
ekonomi pemilikan atas aset, kewajiban, saham atau
instrumen kepemilikan lainnya yang dipertukarkan, maka
aset ataupun kewajiban yang pemilikannya dialihkan
(dalam bentuk hukumnya) dicatat sesuai dengan nilai buku
seperti penggabungan usaha berdasarkan metode
penyatuan kepemilikan.
Selisih antara harga pengalihan dengan nilai buku tersebut
bukan merupakan goodwill. Selisih tersebut dicatat sebagai
akun “Selisih Nilai Transaksi Restrukturisasi Entitas
Sepengendali” dan disajikan sebagai unsur ekuitas.
Termination benefit is recognized when, and only when,
the Company is committed to either :
a. terminate the employment of an employee or group
of employee before the normal retirement date; or
b. provide termination benefits as a result of an offer
made in order to encourage voluntary redundancy.
2.o. Difference in Value Resulting from Restructuring
Transactions between Entities Under Common Control
The restructuring transactions with entities under common
control, such as transfers of assets, liabilities, shares or
other ownership instruments by re-organizing entities
within the same group, does not represent changes of
ownership in terms of economic substance and should not
result in gain or loss for the group companies as a whole
or for the individual entity in the group.
Since restructuring transactions with entities under
common control do not result in changes in term of
economic substance of ownership in transferred assets,
liabilities or other ownership instruments, the transferred
assets or liabilities (in legal form) should be recorded at
book value in a manner similar to business combination
transactions using the pooling of interest method.
The difference between transfer price and book value
does not represent goodwill. Such difference is recorded in
an account entitled “Difference in Value Resulting from
Restructuring Transactions between Entities Under
Common Control” and presented as a component of
stockholders’ equity.
2.p. Selisih Transaksi Perubahan Ekuitas Perusahaan Anak 2.p. Difference Due to Changes of Equity in Subsidiary
Perubahan nilai investasi yang disebabkan terjadinya
perubahan nilai ekuitas perusahaan anak yang bukan
merupakan transaksi antara Perusahaan dengan
perusahaan anak diakui sebagai bagian dari ekuitas
dengan akun “Selisih Transaksi Perubahan Ekuitas
Perusahaan Anak”, dan akan diakui sebagai pendapatan
atau beban pada saat pelepasan investasi yang
bersangkutan.
2.q.Instrumen Keuangan
Dalam rangka penerapan PSAK 50 (Revisi 2006)
Instrumen Keuangan: Penyajian dan Pengungkapan dan
PSAK 55 (Revisi 2006) Instrumen Keuangan: Pengakuan
dan Pengukuran yang berlaku prospektif untuk laporan
keuangan yang mencakup periode yang dimulai pada atau
setelah tanggal 1 Januari 2010, Perusahaan
mengklasifikasikan instrumen keuangan sebagai berikut:
Changes in the value of investments due to changes in the
equity of subsidiaries arising from capital transactions of
such subsidiaries with other parties are recognized in
equity as “Difference Due to Changes of Equity in
Subsidiary”, and recognized as income or expenses in the
period those investments are disposed of.
2.q. Financial Instruments
In the application of SFAS 50 (Revised 2006) Financial
Instruments: Presentation and Disclosure and SFAS 55
(Revised 2006) Financial Instruments: Recognition and
Measurement, which effective prospectively for financial
statements covering periods beginning on or after January
1, 2010, the Company classifies financial instruments are
as follows:
d1/November 16, 2010 18 Paraf:
193

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Aset Keuangan
Aset keuangan dikelompokkan menjadi 4 kategori, yaitu
(i) aset keuangan yang diukur pada nilai wajar melalui
laporan laba rugi, (ii) pinjaman yang diberikan dan
piutang, (iii) investasi yang dimiliki hingga jatuh tempo
serta (iv) aset keuangan yang tersedia untuk dijual.
Klasifikasi ini tergantung dari tujuan perolehan aset
keuangan tersebut. Manajemen menentukan klasifikasi
aset keuangan tersebut pada saat awal pengakuannya.
Aset Keuangan yang Diukur pada Nilai Wajar
Melalui Laporan Laba Rugi
Aset keuangan yang diukur pada nilai wajar melalui
laporan laba rugi adalah aset keuangan yang
ditujukan untuk diperdagangkan. Aset keuangan
diklasifikasikan sebagai diperdagangkan jika diperoleh
terutama untuk tujuan dijual atau dibeli kembali dalam
waktu dekat dan terdapat bukti mengenai pola ambil
untung dalam jangka pendek yang terkini. Derivatif
diklasifikasikan sebagai aset diperdagangkan kecuali
telah ditetapkan dan efektif sebagai instrumen lindung
nilai.
Pinjaman yang Diberikan dan Piutang
Pinjaman yang diberikan dan piutang adalah aset
keuangan non-derivatif dengan pembayaran tetap
atau telah ditentukan dan tidak mempunyai kuotasi di
pasar aktif. Pada saat pengakuan awal, pinjaman
yang diberikan dan piutang diakui pada nilai wajarnya
ditambah biaya transaksi dan selanjutnya diukur pada
biaya perolehan diamortisasi dengan menggunakan
metode suku bunga efektif.
Financial Assets
The Company classifies financial assets in one of the
following four categories as follows (i) Financial assets at
fair value through profit or loss; (ii) Loans and
Receivables; (iii) Held-to-maturity investments; and
(iv) Available for sale financial assets. This classification
depends on the Company’s purpose of financial assets’
acquisition. Management recognized financial assets’
classification at initial acquisition.
Financial Assets At Fair Value Through Profit or
Loss
Financial assets which recognized at fair value
through profit or loss are financial assets for trading.
Assets are classified in this category when they are
held principally for the purpose of selling or
repurchasing in the near term and there is evidence of
a recent actual pattern of short-term profit-taking.
Derivatives are classified as trading assets, except as
designated and effective as hedging instruments.
Loans and Receivables
Loans and receivables are non-derivative financial
assets with fixed or determinable payments that are
not quoted in an active market. At initial recognition,
loans and receivables are recognized at fair value
plus transaction costs and subsequently measured at
amortized cost using the effective interest rate
method.
Investasi yang Dimiliki Hingga Jatuh Tempo Held-to-Maturity Investments
Investasi yang dimiliki hingga jatuh tempo adalah aset
keuangan non-derivatif dengan pembayaran tetap
atau telah ditentukan dan jatuh temponya telah
ditetapkan, dimana manajemen mempunyai intensi
positif dan kemampuan untuk memiliki aset keuangan
tersebut hingga jatuh tempo, selain:
a) Investasi yang pada saat pengakuan awal
ditetapkan sebagai aset keuangan yang diukur
pada nilai wajar melalui laporan laba rugi ;
b) Investasi yang ditetapkan dalam kelompok
tersedia untuk dijual; dan
c) Investasi yang memenuhi definisi pinjaman yang
diberikan dan piutang.
Pada saat pengakuan awal, investasi dimiliki hingga
jatuh tempo diakui pada nilai wajarnya ditambah biaya
transaksi dan selanjutnya diukur pada biaya
perolehan diamortisasi dengan menggunakan metode
suku bunga efektif.
Held-to-maturity investments are non-derivative
financial assets with fixed or determinable payments
and fixed maturity that Management has the positive
intention and ability to hold to maturity, other than:
a) Investments which from initial recognition, were
designated as financial assets measured at fair
value through profit or loss;
b) Investments were designated as available for
sale; and
c) Investments that meet the definition of loans and
receivables.
At initial recognition, Held-to-maturity investments are
recognized at fair value plus transaction costs and
subsequently measured at amortized cost using the
effective interest rate method.
d1/November 16, 2010 19 Paraf:
194

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Aset Keuangan Tersedia untuk Dijual Available for Sale Financial Assets
Aset keuangan dalam kelompok tersedia untuk dijual
adalah aset keuangan non-derivatif yang ditetapkan
untuk dimiliki selama periode tertentu, dimana akan
dijual dalam rangka pemenuhan likuiditas atau
perubahan suku bunga, valuta asing atau yang tidak
diklasifikasikan sebagai pinjaman yang diberikan atau
piutang, investasi yang diklasifikasikan dalam
kelompok dimiliki hingga jatuh tempo atau aset
keuangan yang diukur pada nilai wajar melalui laporan
laba rugi.
Pada saat pengakuan awal, aset keuangan tersedia
untuk dijual diakui pada nilai wajarnya ditambah biaya
transaksi dan selanjutnya diukur pada nilai wajarnya
dimana laba atau rugi diakui pada laporan perubahan
ekuitas kecuali untuk kerugian penurunan nilai dan
laba rugi dari selisih kurs hingga aset keuangan
dihentikan pengakuannya. Jika aset keuangan
tersedia untuk dijual mengalami penurunan nilai,
akumulasi laba rugi yang sebelumnya diakui pada
bagian ekuitas akan diakui pada laporan laba rugi.
Sedangkan penghasilan bunga yang dihitung
menggunakan metode suku bunga efektif dan
keuntungan atau kerugian akibat perubahan nilai tukar
dari aset moneter yang diklasifikasikan sebagai
kelompok tersedia untuk dijual diakui pada laporan
laba rugi .
Kewajiban Keuangan Financial Liabilities
Kewajiban keuangan dikelompokkan ke dalam kategori (i)
kewajiban keuangan yang diukur pada nilai wajar melalui
laporan laba rugi dan (ii) kewajiban keuangan yang diukur
dengan biaya perolehan diamortisasi.
Kewajiban Keuangan yang Diukur pada Nilai Wajar
Melalui Laporan Laba Rugi
Nilai wajar kewajiban keuangan yang diukur pada nilai
wajar melalui laporan laba rugi adalah kewajiban
keuangan yang ditujukan untuk diperdagangkan.
Kewajiban keuangan diklasifikasikan sebagai
diperdagangkan jika diperoleh terutama untuk tujuan
dijual atau dibeli kembali dalam waktu dekat dan
terdapat bukti mengenai pola ambil untung dalam
jangka pendek terkini. Derivatif diklasifikasikan
sebagai kewajiban diperdagangkan kecuali ditetapkan
dan efektif sebagai instrumen lindung nilai.
Kewajiban Keuangan yang Diukur Dengan Biaya
Perolehan Diamortisasi
Kewajiban keuangan yang tidak diklasifikasikan
sebagai kewajiban keuangan yang diukur pada nilai
wajar melalui laporan laba rugi dikategorikan dan
diukur dengan biaya perolehan diamortisasi.
Financial assets available for sale are non-derivative
financial assets that held during a certain period with
intention for sale in order to fulfill liquidity needs,
changes in interest rates or foreign exchange, or are
not classified as loans and receivables, investments
that classified into held-to-maturity or financial assets
at fair value through profit or loss.
At initial recognition, available for sale financial
assets are recognized at fair value plus transaction
costs and subsequently measured at fair value with
any gain or loss recognized at statement of changes
in equity, except for impairment loss and foreign
exchanges to derecognized. If available for sale
financial assets are impaired, the accumulated profit
or loss previously recognized in equity is recognized
in the statements of income. Interest income is
calculated using the effective interest rate method
and gains or losses from changes in exchange rates
of monetary assets that classified as available for
sale financial assets are recognized in the
statements of income.
Financial liabilities are classified into (i) financial liabilities
at fair value through profit or loss and (ii) financial
liabilities at amortized cost.
Financial Liabilities at Fair Value Through Profit
or Loss
The fair value of financial liabilities measured at fair
value through profit or loss are the financial liabilities
that are designated for trade. Financial liabilities are
classified for trade if acquired primarily for the
purpose of selling or repurchasing in the near term
and there is evidence of a pattern of short-term profit
taking. Derivatives are classified as trading liabilities
except those effectively designated as hedging
instruments.
Financial Liabilities at Amortized Cost
Financial liabilities not classified as financial liabilities
at fair value through profit or loss are categorized
and measured using amortized cost.
d1/November 16, 2010 20 Paraf:
195

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Estimasi Nilai Wajar
Nilai wajar untuk instrumen keuangan yang
diperdagangkan di pasar aktif ditentukan berdasarkan
nilai pasar yang berlaku pada tanggal neraca.
Investasi pada efek ekuitas yang nilai wajarnya tidak
tersedia dicatat sebesar biaya perolehan.
Nilai wajar untuk instrumen keuangan lain yang tidak
diperdagangkan di pasar ditentukan dengan
menggunakan teknik penilaian tertentu. Perusahaan
menggunakan metode discounted cashflows dengan
menggunakan asumsi asumsi berdasarkan kondisi pasar
yang ada pada saat tanggal neraca untuk menentukan
nilai wajar dari instrumen keuangan lainnya.
2.r. Laba per Saham
Laba per saham dasar dihitung dengan membagi laba
bersih residual (laba setelah pajak dikurangi dividen
saham utama) yang tersedia bagi pemegang saham
biasa dengan jumlah rata-rata tertimbang saham biasa
yang beredar dalam tahun/periode yang bersangkutan.
LPS dasar untuk seluruh periode laporan keuangan
disesuaikan dengan dampak penggabungan usaha yang
menggunakan metode penyatuan kepemilikan.
2.s. Informasi Segmen 2.s. Segment Information
Informasi segmen disusun sesuai dengan kebijakan
akuntansi yang dianut dalam penyusunan dan penyajian
laporan keuangan konsolidasi. Bentuk primer pelaporan
segmen adalah segmen usaha sedangkan segmen
sekunder adalah segmen geografis.
Segmen usaha adalah komponen perusahaan yang dapat
dibedakan dalam menghasilkan suatu produk atau jasa
(baik produk atau jasa individual kelompok produk atau
jasa terkait) dan komponen itu memiliki risiko dan imbalan
yang berbeda maupun dengan risiko dan imbalan segmen
lain.
Segmen geografis adalah komponen perusahaan yang
dapat dibedakan dalam menghasilkan produk atau jasa
pada lingkungan (wilayah) ekonomi tertentu dan
komponen itu memiliki risiko dan imbalan yang berbeda
dengan risiko dan imbalan pada komponen yang
beroperasi pada lingkungan (wilayah) ekonomi lain.
Aset dan kewajiban yang digunakan bersama dalam satu
segmen atau lebih dialokasikan kepada setiap segmen
jika, dan hanya jika, pendapatan dan beban yang terkait
dengan aset tersebut juga dialokasikan kepada segmensegmen
tersebut.
Fair Value Determination
The fair value of financial instruments traded in active
markets is determined based on prevailing market value at
balance sheet date.
Investments in equity securities with unavailable fair value
are recorded at cost.
The fair value of other financial instruments not traded in
the market is determined using certain valuation
techniques. The Company uses discounted cashflows with
assumptions based on market conditions existing at
balance sheet date to determine the fair value of other
financial instruments.
2.r. Earnings per Share
Basic earnings per share is computed by dividing the
residual net income (income after income tax less
dividends of preferred stock) available for common
shareholders by the weighted average number of shares
outstanding during the year/period. Basic earnings per
share for all periods of financial statements had been
adjusted with business combination effect which using
pooling of interest method.
Segment information is prepared using the accounting
policies adopted for preparing and presenting the
consolidated financial statements. The primary format in
reporting segment information is based on business
segments, while secondary segment information is based
on geographical segments.
A business segment is a distinguishable component of an
enterprise that is engaged in providing an individual
product or service or a group of related products or
services and that is subject to risks and returns that are
different from those of other business segments.
A geographical segment is a distinguishable component of
an enterprise that is engaged in providing products or
services within a particular economic environment area
and that is subject to risks and returns that are different
from those of components operating in other economic
environments.
Assets and liabilities that relate jointly to two or more
segments are allocated to their respective segments, if and
only if, their related revenues and expense also are
allocated to those segments and the relative autonomy of
those segments.
d1/November 16, 2010 21 Paraf:
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PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Perusahaan tidak menyajikan informasi segmen geografis
karena aktivitas operasi Perusahaan dilakukan hanya di
wilayah perairan Indonesia.
2.t. Penggunaan Estimasi 2.t. Use of Estimate
Penyusunan laporan keuangan sesuai dengan prinsip
akuntansi yang berlaku umum mengharuskan manajemen
untuk membuat estimasi dan asumsi yang mempengaruhi
jumlah aset dan kewajiban yang dilaporkan dalam laporan
keuangan selama periode pelaporan. Hasil sesungguhnya
mungkin berbeda dengan estimasi tersebut.
The Company do not disclose geographical segment as
most of the activities of the Company are conducted within
Indonesian waters.
The preparation of the financial statements in conformity
with generally accepted accounting principles requires the
Company’s management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
3. Kas dan Setara Kas 3. Cash and Cash Equivalents
2010 2009 2008 2007
Rp Rp Rp Rp
Kas Cash on Hand
Rupiah 208,666 185,996 145,249 792,139 Rupiah
US Dolar (2010: USD 13,799.71; 2009: USD 2,127; US Dollar (2010: USD 13,799.71; 2009: USD 2,127;
2008: USD 9,931; 2007: USD 2,414.06) 125,343 19,994 108,744 22,738 2008: USD 9,931; 2007: USD 2,414.06)
334,009 205,990 253,993 814,877
Bank - Pihak Ketiga
Cash in Banks - Third Parties
Rupiah Rupiah
PT Bank Central Asia Tbk 1,522,412 1,546,170 896,108 4,805,400 PT Bank Central Asia Tbk
PT Bank Negara Indonesia (Persero) Tbk 840,627 2,537,294 2,624,667 1,136,659 PT Bank Negara Indonesia (Persero) Tbk
PT Bank OCBC NISP Tbk 207,039 433,313 12,988 -- PT Bank OCBC NISP Tbk
PT Bank UOB Buana 19,422 85,844 -- -- PT Bank UOB Buana
PT Bank CIMB Niaga Tbk 8,603 206,577 42,594 320,953 PT Bank CIMB Niaga Tbk
PT Bank DBS Indonesia 8,050 8,074 366,663 131,834 PT Bank DBS Indonesia
PT Bank Pan Indonesia Tbk 4,398 443,838 -- -- PT Bank Pan Indonesia Tbk
PT Bank Mandiri (Persero) Tbk -- -- -- 9,535 PT Bank Mandiri (Persero) Tbk
US Dolar US Dollar
PT Bank OCBC NISP Tbk PT Bank OCBC NISP Tbk
(2010: USD 1,348.512.73; (2010: USD 1,348.512.73;
2009: USD 624,094.63; 2008: USD 4,251.35) 12,248,541 5,866,490 46,552 -- 2009: USD 624,094.63; 2008: USD 4,251.35)
PT Bank CIMB Niaga Tbk PT Bank CIMB Niaga Tbk
(2010: USD 968.42; 2009: USD 535,083.60; (2010: USD 968,42; 2009: USD 535,083.60;
2008: USD 190,397.62; 2007: USD 1,598,541.55) 8,796,133 5,029,786 2,084,854 15,056,663 2008: USD 190,397.62; 2007: USD 1,598,541.55)
PT Bank DBS Indonesia PT Bank DBS Indonesia
(2010: USD 628.56; 2009: USD 797,342.53; (2010: USD 628.56; 2009: USD 797,342.53;
2008: USD 301,690.82; 2007: 118,733.65) 5,709,169 7,495,020 3,303,514 1,118,352 2008: USD 301,690.82; 2007: 118,733.65)
The Bangkok Bank Company Limited-Indonesia The Bangkok Bank Company Limited-Indonesia
(2010: USD 118,114.84; 2009: USD 717,547.36; (2010: USD 118,114.84; 2009: USD 717,547.36;
2008: USD 543,748.62; 2007: 309,300.48) 1,072,837 6,744,945 5,954,047 2,913,301 2008: USD 543,748.62)
United Overseas Bank Limited - Singapura United Overseas Bank Limited - Singapore
(2010: USD 105,587.35; 2009: USD 177,030.39; (2010: USD 105,587.35; 2009: USD 177,030.39;
2008: USD 545,144.80; 2007: 1,775,631.34) 959,050 1,664,086 5,969,336 16,724,672 2008: USD 545,144.80; 2007: 1,775,631.34)
PT Bank Negara Indonesia (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk
(2010: USD 27,186.69; 2009: USD 213,240.60; (2010: USD 27,186.69; 2009: USD 213,240.60;
2008: USD 11,396.55; 2007: USD 248,976.20) 246,937 2,004,462 124,792 2,345,107 2008: USD 11,396.55; 2007: USD 248,976.20)
PT Bank UOB Buana PT Bank UOB Buana
(2010: USD 47,534.86; 2009: USD 1,447.09) 430,124 13,603 -- -- (2010: USD 47,534.86; 2009: USD 1,447.09)
PT Bank Mandiri (Persero) Tbk PT Bank Mandiri (Persero) Tbk
(2010: USD 4,697.86; 2009: USD 4,731.77; (2010: USD 4,697.86; 2009: USD 4,731.77;
2008: USD 4,771.07) 42,671 44,479 52,243 -- 2008: USD 4,771.07)
d1/November 16, 2010 22 Paraf:
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PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
2010 2009 2008 2007
Rp Rp Rp Rp
PT Bank Danamon Indonesia Tbk PT Bank Danamon Indonesia Tbk
(2010: USD 3,995.81; 2009: USD 4,002.38; (2010: USD 3,995.81; 2009: USD 4,002.38;
(2008: USD 4,015.31) 36,294 37,622 43,968 -- (2008: USD 4,015.31)
PT Bank Pan Indonesia Tbk PT Bank Pan Indonesia Tbk
(2010: 3,892.92; 2009: USD 4,005.44) 35,150 37,651 -- -- (2010: 3,892.92; 2009: USD 4,005.44)
DBS Bank - Singapura DBS Bank - Singapore
(2008: USD 3,038.52; 2007: USD 1,987.65) -- -- 33,272 18,722 (2008: USD 3,038.52; 2007: USD 1,987.65)
Dolar Singapura Singapore Dollar
United Overseas Bank Limited - Singapura United Overseas Bank Limited - Singapore
(2010: SGD 27,585.93; 2009: SGD 83,906.79; (2009: SGD 83,906.79;
2008: SGD 295,608.85) 178,789 562,051 2,248,803 1,870,343 2008: SGD 295,608.85)
DBS Bank - Singapura DBS Bank - Singapore
(2010: SGD 6,859.15; 2009: SGD 10,811.55; (2010: SGD 6,859.15; 2009: SGD 10,811.55;
2008: SGD 15,823.83; 2007: 24.50) 44,455 72,421 120,378 159 2008: SGD 15,823.83; 2007: 24.50)
Sub Jumlah 32,410,701 34,833,726 23,924,779 46,451,700 Sub Total
-
Deposito Berjangka pada Pihak Ketiga Time Deposits at Third Parties
Rupiah Rupiah
PT Bank Mandiri (Persero) Tbk 300,000 300,000 300,000 300,000 PT Bank Mandiri (Persero) Tbk
US Dolar US Dollar
PT Bank CIMB Niaga Tbk PT Bank CIMB Niaga Tbk
(2010: USD 446,756.11; 2009: USD 408,264.74 (2010: USD 446,756.11; 2009: USD 408,264.74
2007: USD 6,429.87) 4,057,886 3,837,689 -- 70,408 (2007: USD 6,429.87)
PT Bank Mandiri (Persero) Tbk PT Bank Mandiri (Persero) Tbk
(2010: USD 61,565.20; 2009: USD 60,225; (2010: USD 61,565.20; 2009: USD 60,225;
2008: USD 60,225) 559,197 566,115 659,464 -- 2008: USD 60,225)
PT Bank Negara Indonesia (Persero) Tbk PT Bank Negara Indonesia Tbk
(2010: USD 4,600; 2009: USD 79,600) 41,782 748,240 -- -- (2010: USD 4,600; 2009: USD 79,600)
PT Bank UOB Buana PT Bank UOB Buana
(2008: USD 143,925) -- -- 1,575,979 -- (2008: USD 143,925)
Sub Jumlah 4,958,864 5,452,044 2,535,443 370,408 Sub Total
Jumlah 37,703,574 40,491,760 26,714,215 47,636,985 Total
Tingkat Bunga Deposito Interest Rates of Time Deposits
Rupiah 5.25% 5.75% 8.00% 6.50% Rupiah
US Dolar 0.25 - 1.50% 1.25 - 1.50% 3.50% 2.25% US Dollar
Periode Jatuh Tempo Deposito 1 bulan/month 1 bulan/month 1 bulan/month 1 bulan/month Maturity Period of Time Deposits
4. Piutang Usaha 4. Accounts Receivable
Rincian piutang usaha berdasarkan pelanggan: Details of accounts receivable by customers:
2010 2009 2008 2007
Rp Rp Rp Rp
Pihak Hubungan Istimewa (lihat Catatan 9) 7,785,078 8,712,156 7,720,362 5,265,467 Related Parties (see Note 9)
Pihak Ketiga Third Parties
BUT Anadarko Popodi Ltd 20,970,748 -- -- -- BUT Anadarko Popodi Ltd
PT Swasti Bahari Utama 12,062,397 5,385,149 -- -- PT Swasti Bahari Utama
Kodeco Energy Co Ltd 10,553,658 7,059,141 8,953,317 3,347,294 Kodeco Energy Co Ltd
PT Niaga Sapta Samudra 8,778,751 9,515,752 1,322,924 -- PT Niaga Sapta Samudra
Exxon Mobil E & P Indonesia (Mandar), Ltd, BUT 8,375,938 -- -- -- Exxon Mobil E & P Indonesia (Mandar), Ltd, BUT
PT Conoco Phillips Indonesia 7,487,962 8,080,679 7,028,699 6,911,557 PT Conoco Phillips Indonesia
Premier Oil Natuna Sea BV 7,214,329 7,038,951 8,183,189 6,616,797 Premier Oil Natuna Sea BV
Kangean Energy Indonesia Ltd 5,098,910 -- -- -- Kangean Energy Indonesia Ltd
Kei - Rsos Maritime Ltd 4,578,481 2,606,035 -- -- Kei - Rsos Maritime Ltd
BUT Anadarko Indonesia Nunukan Company 3,968,159 -- -- -- BUT Anadarko Indonesia Nunukan Company
Petrocina International (Bermuda) Ltd, BUT 3,734,794 2,412,577 -- -- Petrocina International (Bermuda) Ltd, BUT
PT Pertamina (Persero) 3,510,486 953,716 2,411,760 584,129 PT Pertamina (Persero)
BP Berau, Ltd 3,198,136 6,414,688 -- -- BP Berau, Ltd
d1/November 16, 2010 23 Paraf:
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PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
2010 2009 2008 2007
Rp Rp Rp Rp
Eni Bukat Ltd 2,767,564 -- -- -- Eni Bukat Ltd
Talisman (Sageri) Ltd 2,674,831 -- -- -- Talisman (Sageri) Ltd
Eni Muara Bakau BV 2,661,169 -- -- -- Eni Muara Bakau BV
BUT. Statoil Indonesia Karama As 2,656,475 -- -- -- BUT. Statoil Indonesia Karama As
BUT Conocophillips (Kuma) Ltd 2,656,475 -- -- -- BUT Conocophillips (Kuma) Ltd
BUT Marathon International Petroleum Indonesia Ltd 2,642,673 -- -- -- BUT Marathon International Petroleum Indonesia Ltd
Maersk Singapore Pte Ltd 2,203,107 -- -- -- Maersk Singapore Pte Ltd
PT Chevron Pacific Indonesia 1,879,461 1,270,552 4,173,722 1,229,702 PT Chevron Pacific Indonesia
PT Quanta Indonesia 1,763,682 -- -- -- PT Quanta Indonesia
PT Mamahak Coal Mining 1,531,034 -- -- -- PT Mamahak Coal Mining
PT Pertamina EP 1,082,356 1,537,834 2,245,215 -- PT Pertamina EP
PT Indonesia Bulk Terminal 834,149 759,687 1,257,719 862,666 PT Indonesia Bulk Terminal
CNOOC SES Ltd 735,286 -- -- 4,581,343 CNOOC SES Ltd
Job Pertamina - Petrochina Salawati 482,821 1,343,008 1,809,707 711,792 Job Pertamina - Petrochina Salawati
PT Perusahaan Pelayaran Seahorse 272,235 -- 2,250,269 -- PT Perusahaan Pelayaran Seahorse
PT Margasurya Shipindo 261,832 764,189 1,249,139 -- PT Margasurya Shipindo
PT Trada Maritime 253,785 2,299,627 2,639,738 2,270,657 PT Trada Maritime
PT Henrison Iriana 164,682 -- -- 3,016,117 PT Henrison Iriana
United Flagship Services Sdn Bhd 4,000 274,420 3,300,841 -- United Flagship Services Sdn Bhd
Petrochina International Ltd -- 3,051,737 6,950,211 1,900,759 Petrochina International Ltd
BUT Petroselat Ltd -- 1,266,750 611,759 793,651 BUT Petroselat Ltd
PT Majukarsa Perdanajaya Lines -- -- -- 1,776,420 PT Majukarsa Perdanajaya Lines
SAL Shipping Pte. Ltd -- -- 1,697,250 -- SAL Shipping Pte. Ltd
PT Sillo Maritime Perdana -- -- 18,521,948 -- PT Sillo Maritime Perdana
British Petroleum -- -- -- 6,321,042 British Petroleum
Star Energy (KAKAP) Ltd -- -- -- 3,341,205 Star Energy (KAKAP) Ltd
European Maritime Commerce BV -- -- -- 2,849,248 European Maritime Commerce BV
BP West Java Ltd -- -- -- 2,833,029 BP West Java Ltd
Citic Seram Energy Limited -- -- -- 2,194,348 Citic Seram Energy Limited
PT Medco E&P -- -- -- 1,455,593 PT Medco E&P
Lain-lain (masing-masing di bawah Rp 1.000.000) 3,112,377 5,152,210 2,882,949 2,871,049 Others (each below Rp 1,000,000)
Jumlah 130,172,742 67,186,702 77,490,356 56,468,398 Total
Dikurangi : Penyisihan Piutang Tak Tertagih (4,996,305) (3,754,334) -- -- Less: Allowances for Doubtful Account
Sub Jumlah Pihak Ketiga 125,176,437 63,432,367 77,490,356 56,468,398 Sub Total Third parties
Jumlah Bersih 132,961,515 72,144,523 85,210,718 61,733,865 Net
Rincian umur piutang yang dihitung sejak tanggal faktur adalah
sebagai berikut:
2010 2009 2008 2007
Rp Rp Rp Rp
Aging schedule of accounts receivable since invoice date are as
follows:
Belum Jatuh Tempo 77,378,405 52,041,704 61,847,864 36,415,866 Not Yet Due
- - -
Telah Jatuh Tempo Over Due
1 - 30 Hari 24,204,534 8,350,023 7,044,537 7,017,855 1 - 30 Days
31 - 60 Hari 5,216,890 6,362,628 13,164,592 14,128,680 31 - 60 Days
61 - 90 Hari 1,476,985 1,320,846 2,127,577 2,442,428 61 - 90 Days
Lebih dari 90 hari 29,681,006 7,823,657 1,026,149 1,729,036 Over 90 Days
Jumlah 137,957,820 75,898,857 85,210,718 61,733,865 Total
Dikurangi : Penyisihan Piutang Tak Tertagih (4,996,305) (3,754,334) -- -- Less: Allowance for Doubtful Account
Jumlah Bersih 132,961,515 72,144,523 85,210,718 61,733,865 Net
d1/November 16, 2010 24 Paraf:
199

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Rincian piutang usaha berdasarkan mata uang adalah sebagai
berikut:
2010 2009 2008 2007
Rp Rp Rp Rp
Accounts receivable based on currencies are as follows:
Rupiah 33,653,428 8,897,535 4,224,739 5,591,575 Rupiah
US Dolar (2010: USD 11,483,473.74; US Dollar (2010: USD 11,483,473.74;
2009: USD 7,127,550.81; 2009: USD 7,127,550.81;
2008: USD 7,395,787.59 2008: USD 7,395,787.59
2007: USD 5,814,566.83) 104,304,392 66,998,978 80,983,874 54,767,405 2007: USD 5,814,566.83)
Dolar Singapura (2009: SGD 350.00; Singapore Dollar (2009: SGD 350.00;
2008: SGD 276.68; 2008: SGD 276.68;
2007: SGD 211,455) -- 2,344 2,105 1,374,885 2007: SGD 211,455)
Jumlah 137,957,820 75,898,857 85,210,718 61,733,865 Total
Dikurangi: Penyisihan Piutang Tak Tertagih (4,996,305) (3,754,334) -- -- Less: Allowance for Doubtful Account
Jumlah Bersih 132,961,515 72,144,523 85,210,718 61,733,865 Net
Jumlah piutang usaha pada tanggal 30 Juni 2010, 31 Desember
2009, 2008 dan 2007 masing-masing sebesar Rp 12.578.015,
Rp 8.448.965, Rp 24.108.076 dan Rp 2.270.657 merupakan
piutang usaha kepada agen/perantara, sedangkan sisanya
merupakan piutang usaha kepada pelanggan langsung.
Pada 30 Juni 2010, piutang usaha milik Perusahaan sebesar
Rp 4.844.062, milik Sentosa sebesar Rp 10.579.065 dan milik
Wintermar sebesar Rp 20.500.000 dijadikan jaminan fasilitas
pinjaman yang diperoleh dari PT Bank CIMB Niaga Tbk, milik
Wintermar sebesar Rp 14.985.000 dijadikan jaminan fasilitas
pinjaman yang diperoleh dari PT Bank Negara Indonesia Tbk,
serta seluruh piutang usaha milik PSV dijadikan jaminan hutang
sindikasi dari OCBC Limited Singapura (lihat Catatan 15).
Manajemen berpendapat bahwa penyisihan piutang usaha
cukup untuk menutupi kemungkinan kerugian tidak tertagihnya
piutang.
Accounts receivable on June 30, 2010, December 31, 2009,
2008 and 2007 amounted to Rp 12,578,015, Rp 8,448,965,
Rp 24,108,076 and Rp 2,270,657, respectively, represents
accounts receivable to agents/ brokers, while the remaining is
receivable from direct customer.
As of June 30, 2010, the Company’s, together with Sentosa’s
and Wintermar’s accounts receivable amounted to
Rp 4,844,062, Rp10,579,065 and Rp 20,500,000, respectively
are pledged as collateral of loan facility obtained from PT Bank
CIMB Niaga Tbk, accounts receivable of Wintermar amounted
to Rp 14,985,000 is pledged as collateral of loan facility
obtained from PT Bank Negara Indonesia Tbk, and all accounts
receivable of PSV is pledged of syndicated loan of OCBC
Limited Singapore (see Note 15).
Management believes that the allowance for doubtful account is
adequate to cover the possible risk of losses on uncollectible
receivables.
5. Piutang Lain-lain – Pihak Ketiga 5. Others Receivable – Third Parties
2010 2009 2008 2007
Rp Rp Rp Rp
Docking dan Pemeliharaan Docking and Manintenance
PT Batam Expresindo Shipyard 1,620,250 -- -- -- PT Batam Expresindo Shipyard
Management Fee Management Fee
PT Pelayaran Era Indoasia Fortune 1,508,091 365,975 -- -- PT Pelayaran Era Indoasia Fortune
Sewa Pembiayaan Capital Lease
PT Pelabuhan Indonesia II (Persero) -- -- -- 10,447,540 PT Pelabuhan Indonesia II (Persero)
Asuransi Insurance
Frist Capital & NTUC -- 5,134,365 -- 79,341 Frist Capital & NTUC
PT Willis Indonesia -- 559,648 2,421,297 -- PT Willis Indonesia
L.C.H. (S) Pte Ltd -- -- 2,108,807 -- L.C.H. (S) Pte Ltd
-- 5,694,013 4,530,104 669,579
Lain-lain (masing-masing di bawah Rp 500.000) 1,540,508 1,642,480 2,830,200 369,575 Others (each below Rp 500,000)
Jumlah 4,668,849 7,702,467 7,360,304 11,486,694 Total
d1/November 16, 2010 25 Paraf:
200

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Berdasarkan hasil penelaahan kolektibilitas, manajemen
berpendapat bahwa seluruh piutang lain-lain dapat ditagih oleh
karena itu tidak perlu dilakukan penyisihan piutang ragu-ragu.
Based on the review of the collectibility, management believes
that all other receivables are collectable and therefore no
allowance for doubtful accounts is necessary.
6. Perpajakan 6. Taxation
a. Pajak Dibayar Di Muka a. Prepaid Taxes
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Perusahaan The Company
Pajak Penghasilan Income Tax
Pasal 21 -- 1,614 -- -- Article 21
Pasal 15 -- -- -- 10,150 Article 15
Pasal 23 24,530 -- -- 18,783 Article 23
Pasal 28 A Tahun 2006 -- 68,542 68,542 -- Article 28 A - Year 2006
Pajak Pertambahan Nilai 31,703 -- -- -- Value Added Tax
Tagihan Pajak 2,058 -- -- -- Tax Claims for Refund
Sub Jumlah 58,291 70,156 68,542 28,933 Sub Total
Perusahaan Anak Subsidiaries
Pajak Penghasilan Income Tax
Pasal 21 -- 123,515 -- 30,744 Article 21
Pasal 23 906 -- -- -- Article 23
Pajak Pertambahan Nilai 936,440 136,845 167,367 678,216 Value Added Tax
Tagihan Pajak 6,212,553 6,771,845 15,599,315 22,627,263 Claim for Tax Refund
Sub Jumlah 7,149,899 7,032,205 15,766,682 23,336,223 Sub Total
Jumlah 7,208,190 7,102,361 15,835,224 23,365,156 Total
b. Beban Pajak Penghasilan b. Income Taxes Expense
Perhitungan atas pajak final sehubungan dengan pendapatan
atas sewa kapal dan pengoperasian kapal untuk periode/tahuntahun
yang berakhir 30 Juni 2010, 31 Desember 2009, 2008
dan 2007 adalah sebagai berikut:
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
A computation of final tax on revenues related to charter and
operation of vessels for the period/years ended June 30, 2010,
December 31, 2009, 2008 and 2007, is as follows:
Pajak Kini Current tax
Perusahaan (279,920) (563,857) (2,101,093) (1,040,248) The Company
Perusahaan Anak (5,962,262) (12,187,555) (9,473,486) (6,016,468) Subsidiaries
(6,242,182) (12,751,412) (11,574,579) (7,056,716)
Pajak Tangguhan Deferred Tax
Perusahaan -- 736,397 -- (87,870) The Company
Perusahaan Anak (409,054) 1,709,097 (60,440) (1,611,704) Subsidiaries
(409,054) 2,445,494 (60,440) (1,699,574)
Jumlah (6,651,236) (10,305,918) (11,635,019) (8,756,290) Total
d1/November 16, 2010 26 Paraf:
201

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
c. Pajak Kini c. Current Tax
Perhitungan atas pajak final sehubungan dengan pendapatan
atas sewa kapal dan pengoperasian kapal Perusahaan untuk
periode /tahun-tahun yang berakhir 30 Juni 2010, 31 Desember
2009, 2008 dan 2007 adalah sebagai berikut:
The computation of final tax related to charter revenues and
operation of vessels of the Company for the periode/years ended
June 30, 2010, December 31, 2009, 2008 and 2007, are as
follows:
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Pendapatan yang Berhubungan dengan Revenue from Charter and
Pengoperasian dan Persewaan Kapal 23,326,685 46,988,083 47,256,170 25,245,608 Operation of Vessels
Beban Pajak Penghasilan Final 279,920 563,857 567,074 302,947 Final Income Tax Expense
Dikurangi : Less:
Pembayaran Selama Tahun Berjalan (232,627) (518,681) (562,379) (302,947) Current Year Payment
Hutang Pajak Penghasilan Pasal 15 47,293 45,176 4,695 -- Income Tax Payable Article 15
Perhitungan beban pajak penghsilan final di atas menggunakan
tarif 1,2% dari pendapatan.
Rekonsiliasi antara beban pajak penghasilan dan laba akuntansi
sebelum pajak penghasilan adalah sebagai berikut:
The calculation of the final income tax expense above use tax
rate 1.2% of revenue.
A reconciliation between income tax expense with income before
tax is as follows :
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Laba Sebelum Pajak Income before Income Tax According to
Menurut Laporan Laba Rugi Konsolidasian 61,552,590 111,569,351 96,490,183 77,366,932 Consolidated Statements of Income
Eliminasi antar Perusahaan 54,720,281 52,633,666 2,553,196 (19,682,897) Intercompany's Elimination
Laba Perusahaan Anak Sebelum Pajak (69,092,629) (113,148,466) (59,625,218) (44,009,780) Income Before Income Tax of Subsidiaries
Laba Sebelum Pajak Penghasilan Perusahaan 47,180,242 51,054,552 39,418,162 13,674,255 Income Before Income Tax of the Company
Koreksi Fiskal Tax Correction
Beda Tetap Permanent Differences
Bagian Laba (Rugi) Perusahaan Anak Equity in Net Earning (Loss) of Subsidiaries
dan Asosiasi (56,403,753) (46,922,694) (5,380,155) -- and Associates
Pendapatan Usaha yang Dikenakan
Operating Revenue Subjected to
Pajak Penghasilan Final (23,326,685) (46,988,083) (47,256,170) (25,245,608) Final Income Tax
Beban Usaha atas Pendapatan yang
Operating Expenses on Revenue
Dikenakan Pajak Penghasilan Final 31,641,265 35,733,764 18,334,444 14,135,914 Subjected to Final Income Tax
Beban Lain-lain yang
Other Expenses
Dikenakan Pajak Final 2,883,222 1,139,543 55,450 (48,555) Subjected to Final Income Tax
Beda Waktu:
Time Differences
Beban Penyisihan Piutang Ragu-ragu -- 2,945,590 -- -- Provision for Doubtful Account
Jumlah 1,974,290 (3,037,329) 5,171,730 2,516,006 Total
Rugi Fiskal yang Belum Dikompensasi:
Compensated Tax Loss
Tahun 2009 (3,037,329) -- -- -- year 2009
Jumlah (1,063,039) (3,037,329) 5,171,730 2,516,006 Total
Penghasilan Kena Pajak - Dibulatkan -- -- 5,171,730 2,516,000 Taxable Income - Rounded
Beban Pajak Penghasilan Dihitung
Current Tax Expense Calculated
Berdasarkan Tarif Pajak yang Berlaku -- -- 1,534,019 737,302 by Current Tax Rate
Dikurangi : Pajak Dibayar di Muka -- -- 4,887 6,677 Less : Prepaid Taxes
-- -- 1,529,132 730,625
Pajak Penghasilan Kurang Bayar Tahun 2005 -- -- -- 14,453 Underpayment Income Tax Year 2005
Hutang Pajak Penghasilan Pasal 29 -- -- 1,529,132 745,078 Income Tax Payable Article 29
Tarif pajak yang berlaku pada tahun pajak 2008 dan 2007 di atas
adalah tarif pajak progresif.
Effective tax rates for the fiscal years 2008 and 2007 are a
progressive tax rate.
d1/November 16, 2010 27 Paraf:
202

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Penghasilan kena pajak dan hutang pajak penghasilan pasal 29
tahun 2007 telah sesuai dengan surat pemberitahuan pajak
badan (SPT) yang telah disampaikan kepada kantor pelayanan
pajak. Sedangkan SPT tahun 2009 dan 2008 berbeda karena
pada SPT tersebut hanya dihitung penghasilan kena pajak atas
transaksi atau atas pengasilan non final, sementara pada
laporan keuangan, penghasilan kena pajak dihitung dari
keseluruhan transaksi baik final maupun non final.
Taxable income and income tax payable article 29 in 2007 are in
accordance with the corporate tax returns (SPT) which have
been submitted to the tax office. While the SPT of 2009 and 2008
are different since under SPT, the taxable income is calculated
only for transactions or non-final income, while in the financial
statements, the taxable income is calculated for te whole
transactions, both final or non-final.
d. Hutang Pajak d. Taxes Payable
2010 2009 2008 2007
Rp Rp Rp Rp
Perusahaan Company
Pajak Penghasilan: Income Tax:
Pasal 15 47,293 45,176 4,695 -- Article 15
Pasal 21 194,718 -- 60,075 48,971 Article 21
Pasal 23 26,298 1,815,713 12,807 8,905 Article 23
Pasal 4 (2) 21,944 -- -- 6,075 Article 4 (2)
Pasal 29 - Tahun 2008 -- 1,153 1,529,132 -- Article 29 - year 2008
Pasal 29 - Tahun 2007 -- -- -- 730,625 Article 29 - year 2007
Pasal 29 - Tahun 2005 -- -- -- 14,453 Article 29 - year 2005
Pajak Pertambahan Nilai -- 8,218 43,142 93,877 Value Added Tax
290,253 1,870,260 1,649,851 902,906
Perusahaan Anak Subsidiaries
Pajak Penghasilan: Income Tax:
Pasal 15 1,264,474 450,076 482,173 492,966 Article 15
Pasal 21 202,624 87,218 819,740 1,249,463 Article 21
Pasal 23 24,181 96,027 105,750 224,021 Article 23
Pasal 26 67,964 23,227 33,188 -- Article 26
Pasal 29 2,670,493 7,589,612 5,703,731 3,846,210 Article 29
Pasal 4 (2) 1,515 -- -- 2,925 Article 4 (2)
Pajak Pertambahan Nilai 5,548,239 2,986,556 3,108,719 2,991,051 Value Added Tax
9,779,490 11,232,716 10,253,299 8,806,636
Jumlah 10,069,743 13,102,976 11,903,150 9,709,542 Total
Wintermar
Pada tanggal 19 Desember 2005, Wintermar, perusahaan
anak, menerima hasil pemeriksaan pajak tahun buku 2001
yang terdiri dari Surat Ketetapan Pajak Kurang Bayar (SKPKB)
Pajak Pertambahan Nilai (PPN) atas penyerahan aset,
SKPKB PPN dan SKPKB Pajak Penghasilan Badan (PPh
Badan) dengan jumlah sebesar Rp 1.806.646.
Pada tanggal 3 Maret 2006, Wintermar mengajukan keberatan
atas hasil pemeriksaan-pemeriksaan pajak di atas dan telah
ditolak oleh Direktorat Jendral Pajak pada tanggal 27 Februari
2007, kemudian pada tanggal 3 Mei 2007 Wintermar
mengajukan banding untuk tiap-tiap jenis pajak.
Sampai dengan tanggal penyelesaian laporan keuangan,
pengajuan banding tersebut belum diputuskan oleh pengadilan
pajak.
Pada tanggal 6 November 2006, Wintermar menerima hasil
pemeriksaan pajak tahun buku 2002, 2003 dan 2004 dengan
rincian sebagai berikut:
Wintermar
On December 19, 2005, Wintermar, a subsidiary, received
tax assessment letter for the year 2001 which consist of
Underpayment Tax Assesment Notice (SKPKB) of Value
Added Tax (PPN) on transfer of asset, SKPKB PPN and
SKPKB Corporate Income Tax totalling to Rp 1,806,646.
On March 3, 2006, Wintermar objected to the above tax
assessment notice and was rejected by Directorate General
of Tax on February 27, 2007, which subsequently on May 3,
2007 Wintermar filed an appeal letter for the above rejection.
Until the financial statement reporting date, the above appeal
letter has not been decided yet by the tax court.
On November 6, 2006, Wintermar received tax assessment
letter for the year 2002, 2003 and 2004 with details as
follows:
d1/November 16, 2010 28 Paraf:
203

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
- Hasil pemeriksaan pajak tahun buku 2002 terdiri dari SKPKB
Pajak Penghasilan (PPh) Pasal 15, SKPKB PPh Pasal 23,
SKPKB Pajak Pertambahan Nilai (PPN), SKPKB PPN 16D,
SKPKB PPN Impor dan Surat Tagihan Pajak (STP) PPN
dengan jumlah sebesar Rp 1.669.417.
- Hasil pemeriksaan pajak tahun buku 2003 terdiri dari
SKPKB PPh Badan, SKPKB PPh Pasal 23, STP PPN,
SKPKB PPN 16D , SKPKB PPh Pasal 15, SKPKB PPN
Impor dan SKPKB PPN dengan jumlah sebesar
Rp 11.286.920.
- Hasil pemeriksaan pajak tahun buku 2004 terdiri dari
SKPKB PPh Badan, SKPKB PPh Pasal 15, SKPKB PPh
Pasal 23, SKPKB PPN 16D, STP PPN dan SKPKB PPN
dengan jumlah sebesar Rp 6.173.004.
Pada tanggal 31 Januari 2007, Wintermar mengajukan
keberatan atas hasil pemeriksaan-pemeriksaan pajak di atas
dan telah ditolak oleh Direktorat Jenderal Pajak pada tanggal
25 Januari 2008 kemudian pada tanggal 14 April 2008
Wintermar mengajukan banding untuk tiap-tiap jenis pajak.
Pada tanggal 22 Agustus 2007, Wintermar menerima hasil
pemeriksaan pajak tahun buku 2005 yang terdiri dari SKPKB
PPh Badan, SKPKB PPh Pasal 15, SKPKB PPN Jasa Impor,
SKPKB PPN Pasal 16D, SKPKB PPN dan STP PPN dengan
jumlah sebesar Rp 3.339.616.
Pada tanggal 10 Oktober 2007, Wintermar mengajukan
keberatan atas hasil pemeriksaan-pemeriksaan pajak di atas
dan sampai dengan tanggal penyelesaian laporan keuangan,
pengajuan banding tersebut belum diputuskan oleh
pengadilan pajak.
Sampai dengan 31 Desember 2008 dan 2007, Wintermar
telah melakukan pembayaran sebesar Rp 22.588.263 atas
pajak-pajak kurang bayar tersebut di atas yang diakui sebagai
tagihan pajak. Pada tahun 2008, berdasarkan penelaahan
manajemen Wintermar atas proses pengajuan banding,
Wintermar membentuk penyisihan atas tidak tertagihnya
tagihan pajak sebesar Rp 6.988.948 yang dibebankan pada
tahun 2008.
Pada tanggal 10 Agustus 2009, Pengadilan Pajak
mengeluarkan beberapa keputusan atas banding yang
diajukan Wintermar kepada Direktorat Jendral Pajak, antara
lain sebagai berikut:
- mengabulkan sepenuhnya pemohonan banding Wintermar
untuk keberatan atas SKPKB PPN 16D tahun 2002 dan
2004 sehingga pajak terutang menjadi nihil;
- menolak permohonan banding Wintermar untuk keberatan
atas SKPKB PPN 16D tahun 2003 sebesar
Rp 12.814.
Tax assessment letter for the year 2002 which consist of
Underpayment Tax Assesment Letter (SKPKB) of Income
Tax (PPh) Article 15, SKPKB PPh Article 23, SKPKB
Value Added Tax (PPN), SKPKB PPN 16D, SKPKB PPN
Impor, Tax Collection Letter (STP) PPN totalling to
Rp 1,669,417.
Tax assessment letter for the year 2003 which consist of
SKPKB corporate income tax, SKPKB PPh Article 23, STP
PPN, SKPKB PPN Article 16D, SKPKB PPh Article 15,
SKPKB PPN Import and SKPKB PPN totalling to
Rp 11,286,920.
Tax assessment letter for the year 2004 which consist of
SKPKB corporate income tax, SKPKB PPh Article 15,
SKPKB PPh Article 23, SKPKB PPN Article 16D, STP
PPN and SKPKB PPN with totalling Rp 6,173,004.
On January 31, 2007, Wintermar objected to all the above
tax assessment notices and were rejected by Directorate
General of Tax on January 25, 2008, which subsequently on
April 14, 2008 Wintermar filed an appeal letter for these
rejections.
On August 22, 2007, Wintermar received tax assessment
letter for the year 2005 which consist of SKPKB corporate
income tax, SKPKB PPh Article 15, SKPKB PPN Import,
SKPKB PPN Article 16D, SKPKB PPN and STP PPN
totalling to Rp 3,339,616.
On October 10, 2007, Wintermar objected to the above tax
audit assessment and as at the financial statement reporting
date, the above appeal letter has not been decided yet by
the tax court.
The underpaid taxes mentioned above were paid by
December 31, 2008 and 2007, amounting to Rp 22,588,263
as after deducting the claim for tax refund. In 2008, based on
Wintermar’s management review of appeal process,
Wintermar provided an allowance for uncollectible claim for
tax refund amounting to Rp 6,988,948 which was charged in
2008.
On August 10, 2009, Tax Court issued several decisions on
the appeals by Wintermar to the Directorate General of Tax,
are as follows:
- granted Wintermar’s appeal for SKPKB PPN Article 16D
for the year of 2002 and 2004, therefore tax payable
amounted to nil;
- rejected Wintermar’s appeal for SKPKB PPN Article 16D
for the year of 2003 amounted to Rp 12,814.
d1/November 16, 2010 29 Paraf:
204

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Pada tanggal 31 Agustus 2009, Pengadilan Pajak
mengeluarkan beberapa keputusan atas banding yang
diajukan Wintermar kepada Direktorat Jendral Pajak, antara
lain sebagai berikut:
- mengabulkan sebagian pemohonan banding Wintermar
untuk keberatan atas SKPKB PPh Pasal 23 tahun 2002
dan 2003 sehingga pajak terutang menjadi Rp 69.587 dan
Rp 99.645;
- mengabulkan sepenuhnya pemohonan banding Wintermar
untuk keberatan atas SKPKB PPN Impor tahun 2002
sehingga pajak terutang menjadi nihil; dan
- menolak permohonan banding Wintermar untuk keberatan
atas SKPKB PPN 16D tahun 2004 sebesar
Rp 6.884.
Pada tahun 2009 Wintermar menerima pembayaran dari
Direktorat Jenderal Pajak atas beberapa keputusan
pengembalian pembayaran pajak antara lain PPh Pasal 15,
PPN, dan PPN 16 D untuk tahun 2002 dengan jumlah
sebesar Rp 971.462.
Wintermar juga menerima pembayaran kembali atas PPh
pasal 23 dan PPN tahun 2003, serta PPN 16 D tahun 2004
dengan jumlah sebesar Rp 9.215.304.
Wintermar membebankan Rp 213.691 yang merupakan
selisih antara pembayaran tagihan pajak (termasuk
pembayaran di tahun 2009 sebesar Rp 1.572.988) dengan
penerimaan pembayaran dari hasil keputusan banding di
atas, yaitu sebesar Rp 10.186.766 sehingga nilai tagihan
pajak per tanggal 31 Desember 2009 adalah sebesar
Rp 6.771.845.
Pada tanggal 8 Maret 2010, Pengadilan Pajak telah
mengeluarkan keputusan atas banding yang diajukan kepada
Direktorat Jendral Pajak sebagai berikut:
mengabulkan sebagian permohonan banding Wintermar
atas pajak tahun 2002 untuk keberatan atas SKPKB PPh
Pasal 15 dan SKPKB PPN sehingga pajak terutang
Wintermar menjadi Rp 120.081
mengabulkan sebagian permohonan banding Wintermar
atas pajak tahun 2003 untuk keberatan atas SKPKB PPh
Pasal 15, SKPKB PPh Badan, dan SKPKB PPN, sehingga
pajak terutang Wintermar menjadi sebesar Rp 1.094.492.
mengabulkan sebagian permohonan banding Wintermar
atas pajak tahun 2004 untuk keberatan atas SKPKB PPh
Pasal 15 dan SKPKB PPh Badan, serta mengabulkan
sepenuhnya banding SKPKB PPN, sehingga pajak
terutang Wintermar menjadi sebesar Rp 991.498.
On August 31, 2009, Tax Court issued several decisions on
the appeals by Wintermar to the Directorate General of Tax,
are as follows:
- granted in part of Wintermar’s appeal for SKPKB PPh
Article 23 for the year of 2002 and 2003, therefore tax
payable amounted to Rp 69,587 and Rp 99,645;
- fully granted Wintermar’s appeal for SKPKB PPN Import
for the year of 2002, therefore tax payable amounted to
nil; and
- rejected Wintermar’s appeal for SKPKB PPN Article 16D
for the year of 2004 amounted to Rp 6,884.
In 2009, Wintermar had received tax refund from Directorate
General of Tax consisting of income tax article 15, PPN and
PPN Article 16D for the year of 2002 totalling to Rp 971,462.
Wintermar also received tax refund for income tax article 23
and PPN for the year of 2003, and PPN article 16D for the
year of 2004 totalling to Rp 9,215,304.
Wintermar charged the amount of Rp 213,691 which
represents the difference between payments of claim for tax
refund (including payment in 2009 amounting to
Rp 1,572,988). The receipt of payment from above appeal
result amounted to Rp 10.186.766 so that the claim for tax
refund as of December 31, 2009 is Rp 6,771,845.
On March 8, 2010, Tax Court issued the following decisions
from our appeal letters to Directorate General of Tax:
granted in part of Wintermar’s appeal for the year 2002
Underpayment Tax Assesment Letter (SKPKB) Income Tax
Article 15 and SKPKB VAT, resulting in reduction of
Wintermar’s tax liability to Rp 120,081
granted in part of Wintermar’s appeal for the year 2003
SKPKB Income Tax article 15, SKPKB Corporate Income
Tax and SKPKB VAT, resulting in reduction of Wintermar’s
tax payable Rp 1,094,492.
granted in part of Wintermar’s appeal for the year 2004
SKPKB Income Tax article 15 and SKPKB Corporate
Income Tax, and also fully granted SKPKB VAT, resulting
in reduction of Wintermar’s tax payable to Rp 991,498.
d1/November 16, 2010 30 Paraf:
205

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
mengabulkan sebagian permohonan banding Wintermar
atas pajak tahun 2005 untuk keberatan atas SKPKB PPN,
SKBK PPh badan dan PPN Pasal 16D serta mengabulkan
sepenuhnya banding atas SKPKB PPh Pasal 15 sehingga
pajak terutang Wintermar menjadi sebesar Rp 1.210.091
dan lebih bayar Rp 8.458.
Atas keputusan pengadilan pajak tanggal 8 Maret 2010,
Direktorat Jenderal Pajak mengajukan banding kepada
Mahkamah Agung atas keputusan tersebut, kecuali
keputusan pengadilan pajak atas SKPKB PPN tahun 2005.
Pada tahun 2010 Wintermar menerima pembayaran dari
Direktorat Jenderal Pajak atas keputusan pengembalian
pembayaran pajak sebesar Rp 8.682.391, termasuk
pendapatan bunga sebesar Rp 2.847.812.
Sampai dengan tanggal penyelesaian laporan keuangan,
sebagian banding Wintermar masih belum diputuskan oleh
Mahkamah Agung.
granted in part of Wintermar’s appeal for the year 2005
SKPKB VAT, SKPKB Corporate Income Tax, and VAT
Article 16D, and also fully granted SKPKB Income tax
Article 15, resulting in reduction of Company’s tax payable
to Rp 1,210,091 and an Overpayment of Rp 8,458,
respectively.
Based on tax court’s decision dated March 8, 2010, the
Directorate General of Tax filed an appeal to the Supreme
Court against those decisions, except the tax court’s decision
against tax assessment of PPN year 2005.
In 2010, Wintermar received tax refund from Directorate
General of Tax consisting income tax amounting to
Rp 8,682,391, including interest income amounting to
Rp 2,847,812.
As at the financial statement reporting date, some of
Wintermar’s appeal letter has not been decided yet by the
Supreme Court.
e. Pajak Tangguhan e. Deferred Tax
31 Des 2006/ Dibebankan 31 Des 2007/ Dibebankan 31 Des 2008/
Dec 31, 2006 pada Laporan Dec 31, 2007 pada Laporan Dec 31, 2008
Laba rugi/ Laba rugi/
Charged to Charged to
Statement of Statement of
Income Income
Rp Rp Rp Rp Rp
Aset Pajak Tangguhan Deferred Tax Assets
Perusahaan The Company
Beban Piutang Ragu-ragu 87,870 (87,870) -- -- -- Bad Debt Expense
Sub Jumlah 87,870 (87,870) -- -- -- Sub Total
Perusahaan Anak: Subsidiaries:
PT Wintermar 2,122,144 (1,611,704) 510,440 (60,440) 450,000 PT Wintermar
PT Sentosasegara Mulia Shipping -- -- -- -- -- PT Sentosasegara Mulia Shipping
Sub Jumlah 2,122,144 (1,611,704) 510,440 (60,440) 450,000 Sub Total
Jumlah 2,210,014 (1,699,574) 510,440 (60,440) 450,000 Total
31 Des 2008/ Dikreditkan 31 Des 2009/ Dibebankan 30 Jun 2010/
Dec 31, 2008 pada Laporan Dec 31, 2009 pada Laporan Jun 30, 2010
Laba rugi/ Laba rugi/
Credited to Charged to
Statement of Statement of
Income Income
Rp Rp Rp Rp Rp
Aset Pajak Tangguhan Deferred Tax Assets
Perusahaan The Company
Beban Piutang Ragu-ragu -- 736,397 736,397 -- 736,397 Bad Debt Expense
Sub Jumlah -- 736,397 736,397 -- 736,397 Sub Total
Perusahaan Anak: Subsidiaries:
PT Wintermar 450,000 1,225,324 1,675,324 (375,000) 1,300,324 PT Wintermar
PT Sentosasegara Mulia Shipping -- 483,773 483,773 (34,054) 449,719 PT Sentosasegara Mulia Shipping
Sub Jumlah 450,000 1,709,097 2,159,097 (409,054) 1,750,043 Sub Total
Jumlah 450,000 2,445,493 2,895,494 (409,054) 2,486,440 Total
d1/November 16, 2010 31 Paraf:
206

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Manajemen berpendapat bahwa aset pajak tangguhan yang
timbul dari perbedaan temporer diperkirakan dapat
direalisasikan pada periode mendatang.
Rekonsiliasi antara laba sebelum taksiran pajak dengan beban
pajak Perusahaan adalah sebagai berikut:
Management believes that the deferred tax assets arising from
temporary differences can be realized in future periods.
A reconciliation between income before income tax and income
tax expense of the Company is as follows:
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Laba Sebelum Pajak Income Before Tax
Menurut Laporan Laba Rugi Konsolidasian 61,552,590 111,569,351 96,490,183 77,366,932 According to Consolidated Statements of Income:
Eliminasi antar Perusahaan 54,720,281 52,633,666 2,553,196 (19,682,897) Intercompany's Elimination
Laba Perusahaan Anak Sebelum Pajak (69,092,629) (113,148,466) (59,625,218) (44,009,780) Income Before Income Tax of Subsidiaries
Laba Sebelum Pajak Penghasilan Perusahaan 47,180,242 51,054,552 39,418,162 13,674,255 Income Before Income Tax of the Company
Pajak Dihitung pada Tarif Pajak yang Berlaku 11,795,061 14,295,274 11,825,449 3,828,791 Tax Computed at Current Enacted Tax Rates
Koreksi Fiskal (11,301,488) (15,145,727) (10,291,430) (3,091,519) Tax Corrections
Kompensasi Rugi Fiskal (493,573) 850,452 -- -- Compensated Tax Loss
Beban Pajak Penghasilan Final 279,920 563,857 567,074 302,947 Final Income Tax Expense
Manfaat Pajak Tangguhan -- (736,397) -- 87,870 Deferred Tax Benefit
Beban Pajak Penghasilan - Perusahaan 279,920 (172,540) 2,101,093 1,128,090 Income Tax Expense - the Company
7. Uang Muka dan Biaya Dibayar di Muka 7. Advances and Prepaid Expenses
2010 2009 2008 2007
Rp Rp Rp Rp
Uang Muka Advances
Perbaikan Kapal 4,526,955
511,340 3,005,390 857,533 Vessel Repairs
Pembelian Saham -- -- 2,270,000 -- Share Purchase
Lain-lain 676,624
302,501 1,315,342 404,515 Others
Biaya Dibayar di Muka Prepaid Expenses
Sewa 1,404,590 1,668,202 127,355 699,325 Rent
Asuransi Kapal 318,191
343,696 603,490 976,444 Vessel Insurance
Lain-lain 5,557,494
958,085 60,750 4,627 Others
Jumlah 12,483,854 3,783,824 7,382,327 2,942,444 Total
8. Investasi Saham 8. Investment of Shares
2010
Persentase Nilai Penambahan Bagian Laba Penerimaan Pengurangan Selisih Kurs Nilai
Kepemilikan/ Tercatat Penyertaan/ Bersih/ Dividen/ Penyertaan/ Penjabaran Tercatat
Percentage Awal Tahun/ Addition of Equity in Dividend Disposal of Laporan Akhir Tahun/
of Ownership Carrying Value Investment Net Earning Receipt Investment Keuangan/ Carrying Value
at Beginning of Associates Translation at End
of the Year Adjustment of the Year
% Rp Rp Rp Rp Rp Rp Rp
Metode Ekuitas Equity Method
PT Salam Pasific Offshore 42.86 299,508 -- 706,458 -- -- -- 1,005,965 PT Salam Pasific Offshore
Satria Samudra Pte Ltd 25.00 2,136,031 -- 2,382,697 (3,363,650) -- 22,998 1,178,077 Satria Samudra Pte Ltd
PT Swasti Mariana Offshore 50.00 -- 500,000 -- -- -- -- 500,000 PT Swasti Mariana Offshore
Fast Offshore Supply Pte Ltd 25.00 -- 133,844,500 -- -- -- (984,000) 132,860,500 Fast Offshore Supply Pte Ltd
Jumlah 2,435,538 134,344,500 3,089,155 (3,363,650) -- (961,002) 135,544,542 Total
d1/November 16, 2010 32 Paraf:
207

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
2009
Persentase Nilai Penambahan Bagian Laba Penerimaan Pengurangan Selisih Kurs Nilai
Kepemilikan Tercatat Penyertaan/ Bersih/ Dividen/ Penyertaan/ Penjabaran Tercatat
Percentage Awal Tahun/ Addition of Equity in Dividend Disposal of Laporan Akhir Tahun/
of Ownership Carrying Value Investment Net Earning Receipt Investment Keuangan/ Carrying Value
at Beginning of Associates Translation at End
of the Year Adjustment of the Year
% Rp Rp Rp Rp Rp Rp Rp
Metode Ekuitas Equity Method
Satria Samudra Pte Ltd 25.00 2,751,346 -- (305,446) -- -- (309,870) 2,136,031 Satria Samudra Pte Ltd
PT Salam Pasific Offshore 42.86 -- 300,000 (492) -- -- -- 299,508 PT Salam Pasific Offshore
Jumlah 2,751,346 300,000 (305,938) -- -- (309,870) 2,435,538 Total
Persentase Nilai Bagian Laba
2008
Penerimaan Pengurangan Selisih Kurs Nilai
Kepemilikan/ Tercatat Bersih/ Dividen/ Penyertaan/ Penjabaran Tercatat
Percentage Awal Tahun/ Equity in Dividend Disposal of Laporan Akhir Tahun/
of Ownership Carrying Value Net Earning Receipt Investment Keuangan/ Carrying Value
at Beginning of Associates Translation at End
of the Year Adjustment of the Year
% Rp Rp Rp Rp Rp Rp
Metode Ekuitas Equity Method
Satria Samudra Pte Ltd 25.00 8,493,070 379,526 (6,593,560) -- 472,310 2,751,346 Satria Samudra Pte Ltd
8,493,070 379,526 (6,593,560) -- 472,310 2,751,346
Metode Biaya Cost Method
PT Windbuild Sakti Shipping -- 204,960 -- -- (204,960) -- -- PT Windbuild Sakti Shipping
Jumlah 8,493,070 379,526 (6,593,560) -- 472,310 2,751,346 Total
Persentase Nilai Bagian Laba
2007
Penerimaan Pengurangan Selisih Kurs Nilai
Kepemilikan Tercatat Bersih/ Dividen/ Penyertaan/ Penjabaran Tercatat
Percentage Awal Tahun/ Equity in Dividend Disposal of Laporan Akhir Tahun/
of Ownership Carrying Value Net Earning Receipt Investment Keuangan/ Carrying Value
at Beginning of Associates Translation at End
of the Year Adjustment of the Year
% Rp Rp Rp Rp Rp Rp
Metode Ekuitas Equity Method
PT Wintermarjaya Lestari -- 20,904,047 5,544,328 -- (26,448,375) -- -- PT Wintermarjaya Lestari
Satria Samudra Pte Ltd 25.00 9,302,665 557,192 (2,400,733) -- 1,033,947 8,493,070 Satria Samudra Pte Ltd
30,206,712 6,101,520 (2,400,733) (26,448,375) 1,033,947 8,493,070
Metode Biaya Cost Method
PT Windbuild Sakti Shipping 10.00 204,960 -- -- -- -- 204,960 PT Windbuild Sakti Shipping
204,960 -- -- -- -- 204,960
Jumlah 30,411,672 6,101,520 (2,400,733) (26,448,375) 1,033,947 8,698,030 Total
Metode Ekuitas Equity Method
- Satria Samudra Pte. Ltd. (SS) - Satria Samudra Pte. Ltd. (SS)
SS yang berkedudukan di Singapura bergerak di bidang jasa SS, domiciled in Singapore and engaged in shipping services
pelayaran yang didirikan pada tanggal 26 Juni 1996. was established on June 26, 1996. Wintermar owned
Wintermar memiliki penyertaan sebanyak 150 saham yang
mewakili 25% kepemilikan pada SS.
150 shares which represents 25% ownership in SS.
- PT Salam Pasific Offshore (SPO) - PT Salam Pasific Offshore (SPO)
Berdasarkan Akta Notaris No. 5 tanggal 5 November 2009
dari Noerbaety Ismail, SH, M.Kn., Perusahaan mencatat
penyertaan saham pada SPO sebanyak 300 saham senilai
Rp 300.000 yang mewakili 42,86% kepemilikan pada SPO.
Based on Notarial Deed No. 5 dated November 5, 2009 of
Noerbaety Ismail, SH, M.Kn., the Company recorded
investment in 300 unit shares of SPO amounted to
Rp 300,000 which represents 42.86% ownership in SPO.
- PT Fast Offshore Supply Pte. Ltd. (FOS) - PT Fast Offshore Supply Pte. Ltd. (FOS)
FOS yang berkedudukan di Singapura bergerak di bidang
jasa pelayaran yang dimiliki ABP, perusahaan anak, dengan
kepemilikan 25%.
FOS, domiciled in Singapore and engaged in shipping
services was owned by ABP, a subsidiary, with ownership of
25%.
- PT Swasti Mariana Offshore (SMO) - PT Swasti Mariana Offshore (SMO)
Berdasarkan Akta Notaris No. 17 tanggal 8 Februari 2010
dari Achmad Bajumi, SH, Arial, perusahaan anak, mencatat
penyertaan saham pada SMO sebanyak 500 saham senilai
Rp 500.000 yang mewakili 50% kepemilikan pada SMO.
Based on Notarial Deed No. 17 dated February 8, 2010 of
Achmad Bajumi, SH, Arial, a subsidiary, recorded investment
in 500 unit shares of SMO amounted to
Rp 500,000 which represents 50% ownership in SMO.
d1/November 16, 2010 33 Paraf:
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PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Metode Biaya Cost Method
- PT Winbuild Sakti Shipping (WSS) - PT Winbuild Sakti Shipping (WSS)
Berdasarkan Akta Notaris No. 32 tanggal 16 Oktober 2006 Based on Notarial Deed No. 32 dated October 16, 2006 of
dari Trisnawati Mulia, SH, Wintermar mencatat penyertaan Trisnawati Mulia, SH , Wintermar recorded investment in
saham pada WSS sebanyak 60 saham senilai Rp 204.950 60 unit shares of WSS amounting to Rp 204,950 which
yang mewakili 10% kepemilikan pada WSS.
represents 10% ownership in WSS.
Berdasarkan Akta Notaris No. 44 tanggal 15 Agustus 2008
dari Achmad Bajumi, SH, investasi saham di WSS sebanyak
60 saham atau sebesar Rp 204.960 telah dijual kepada
PT Wintermarjaya Lestari pada biaya perolehan.
Based on Notarial Deed No. 44 dated August 15, 2008 of
Achmad Bajumi, SH, investment in 60 shares of WSS or
amounting to Rp 204,960 has been sold to
PT Wintermarjaya Lestari at cost.
Lainnya Other
- PT Swakarya Mulia Shipping - PT Swakarya Mulia Shipping
Sebagaimana telah diungkap pada Catatan 1.c, pada tahun As discussed in Note 1.c, in the year 2009 the Company has
2009 Perusahaan telah melakukan restrukturisasi dimana do restructuring whereby Wintermar had been acquired as a
Wintermar telah diakuisisi sebagai perusahaan anak. subsidiary. Before the acquisition, the Company is an
Sebelum akuisisi, Perusahaan merupakan perusahaan
asosiasi Wintermar dengan kepemilikan 25,03%.
associated company of Wintermar with 25.03% ownership.
Berdasarkan Akta Keputusan Pemegang Saham No. 44
tanggal 30 September 2009 dari Notaris Noerbaety Ismail SH,
M.Kn., pemegang saham Wintermar menyetujui pengalihan
30.800 saham Perusahaan kepada PT Ramanda
Daminathan. Jual beli saham ini telah dinyatakan dalam Akta
No. 45 tanggal 30 September 2010 dari Notaris yang sama.
Selisih antara harga pengalihan saham dan nilai tercatat
investasi sebesar Rp 16.487.260 dicatat sebagai laba
pelepasan investasi saham.
Based on Deed of Shareholder Resolution No. 44 dated
September 30, 2010 of Notary Noerbaety Ismail SH, M.Kn.,
the shareholder of Wintermar approved the transfer of 30,800
of Company’s share to PT Ramanda Daminathan. This share
sales and purchase has been stated in Deed No. 45 dated
September 30, 2010 from the same notary.
The difference between transfer price and investment carrying
value amounted to Rp 16,487,260 is recorded as gain on
disposal of investment in shares.
9. Saldo dan Transaksi dengan 9. Balances and Transactions with
Pihak Hubungan Istimewa Related Parties
a. Transaksi dengan pihak hubungan istimewa terdiri dari piutang
usaha, piutang lain-lain, hutang usaha, hutang lain-lain,
pendapatan, beban langsung dan beban usaha.
a. Transactions with related parties consist of accounts
receivable, others receivable, accounts payable, others
payable, revenue, direct expense and operating expense.
Persentase Terhadap Jumlah
Total Aset/Kewajiban/Pendapatan/ Beban Langsung
Percentage to Total Assets/
Liabilities/Revenue/Direct Expenses
2010 2009 2008 2007 2010 2009 2008 2007
Rp Rp Rp Rp % % % %
Piutang Usaha Accounts Receivable
PT Pelayaran Salam Bahagia 7,613,248 8,712,156 7,720,362 5,265,467 0.51 0.99 1.02 0.88 PT Pelayaran Salam Bahagia
PT Fast Offshore Indonesia 169,000 -- -- -- 0.01 -- -- -- PT Fast Offshore Indonesia
Seacoral Maritime Pte. Ltd. 2,830 -- -- -- 0.00 -- -- -- Seacoral Maritime Pte. Ltd.
Jumlah 7,785,078 8,712,156 7,720,362 5,265,467 0.52 0.99 1.02 0.88 Total
d1/November 16, 2010 34 Paraf:
209

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Persentase Terhadap Jumlah
Total Aset/Kewajiban/Pendapatan/ Beban Langsung
Percentage to Total Assets/
Liabilities/Revenue/Direct Expenses
2010 2009 2008 2007 2010 2009 2008 2007
Rp Rp Rp Rp % % % %
Piutang Hubungan Istimewa Due from Related Parties
PT Pelayaran Bhineka Eka Karya 16,168,057 16,697,105 15,870,697 2,250,000 1.09 1.89 2.10 0.38 PT Pelayaran Bhineka Eka Karya
PT Salam Pacific Offshore 5,836,257 93,670 -- 2,500,000 0.39 0.01 -- 0.42 PT Salam Pacific Offshore
Seaman Marine Pte Ltd 277,060 282,621 -- -- 0.02 0.03 -- -- Seaman Marine Pte Ltd
PT Wintermarjaya Lestari 212,345 212,344 204,961 -- 0.01 0.02 0.03 -- PT Wintermarjaya Lestari
Pacific Ocean Engineering & Trading Pte 908,300 -- -- -- 0.06 -- -- -- Pacific Ocean Engineering & Trading Pte
PT Ramanda Daminathan -- 31,539,561 -- -- -- 3.58 -- -- PT Ramanda Daminathan
Sugiman Layanto -- 1,221,006 -- 5,926 -- 0.14 -- 0.00 Sugiman Layanto
Nely Layanto -- 1,221,006 -- -- -- 0.14 -- -- Nely Layanto
PT Dwiprimajaya Lestari -- 1,204,928 1,200,000 -- -- 0.14 0.16 -- PT Dwiprimajaya Lestari
Seacoral Maritime Pte Ltd -- 745,874 -- -- -- 0.08 -- -- Seacoral Maritime Pte Ltd
Satria Samudra Pte Ltd -- 325,879 -- 5,253 -- 0.04 -- 0.00 Satria Samudra Pte Ltd
Seacoral International Ltd -- -- 832,654 1,406 -- -- 0.11 0.00 Seacoral International Ltd
Penyisihan Piutang Ragu-ragu (8,146,886) (8,146,886) -- -- (0.55) (0.92) -- 0.00 Allowance for Dountfull account
Jumlah 15,255,134 45,397,109 18,108,312 4,762,585 1.02 3.25 0.30 0.80 Total
Hutang Usaha Accounts Payable
Seacoral Maritime Pte, Ltd 8,649,498 731,881 1,071,815 9,654,437 0.92 0.19 0.32 3.57 Seacoral Maritime Pte, Ltd
Fast Offshore Supply Pte Ltd 26,821,663 14,397,296 16,907,883 -- 2.85 3.76 5.06 -- Fast Offshore Supply Pte Ltd
PT Fast Offshore Indonesia 7,621,458 -- -- 7,428,232 0.81 -- -- 2.75 PT Fast Offshore Indonesia
PT Pelayaran Salam Bahagia 1,507,975 775,530 11,373 -- 0.16 0.20 0.00 -- PT Pelayaran Salam Bahagia
PT Mariana Bahagia -- -- 23,096 -- -- -- 0.01 -- PT Mariana Bahagia
Jumlah 44,600,595 15,904,706 18,014,166 17,082,669 4.73 4.15 5.39 6.32 Total
Hutang Hubungan Istimewa Due to Related Parties
Seacoral Maritime Pte Ltd 250,546,373 121,167,184 122,084,747 62,912,251 26.58 31.62 36.54 10.51 Seacoral Maritime Pte Ltd
Seacoral International Ltd 28,702,280 -- -- -- 3.05 -- -- -- Seacoral International Ltd
PT Dwiprimajaya Lestari 6,745,072 6,750,000 -- -- 0.72 1.76 -- -- PT Dwiprimajaya Lestari
Seaman Marine Pte Ltd. 4,904,820 5,131,080 8,900,611 -- 0.52 1.34 2.66 -- Seaman Marine Pte Ltd.
Johnson W. Sutjipto 500,000 -- -- -- 0.05 -- -- -- Johnson W. Sutjipto
Muriani 338,080 -- -- -- 0.04 -- -- -- Muriani
Sugiman Layanto -- 3,580,000 -- -- -- 0.93 -- -- Sugiman Layanto
Nely Layanto -- 3,580,000 -- -- -- 0.93 -- -- Nely Layanto
PT Salam Pasific Offshore -- 300,000 -- -- -- 0.08 -- -- PT Salam Pasific Offshore
PT Bumi Laut Perkasa -- -- 9,947,138 493,769 -- -- 2.98 0.15 PT Bumi Laut Perkasa
PT Mariana Bahagia -- -- 1,700,000 -- -- -- 0.51 -- PT Mariana Bahagia
PT Pelayaran Salam Bahagia -- -- 43,212 -- -- -- 0.01 -- PT Pelayaran Salam Bahagia
Satria Samudera Pte Ltd -- -- -- 4,347,614 -- -- -- 1.61 Satria Samudera Pte Ltd
Jumlah 291,736,625 140,508,264 142,675,708 67,753,634 30.95 36.66 42.70 12.27 Total
Hutang Dividen Dividend Payable
Sugiman Layanto 3,254,173 8,630,173 -- -- 0.35 2.25 -- -- Sugiman Layanto
Nely Layanto 1,016,929 6,392,929 -- -- 0.11 1.67 -- -- Nely Layanto
Muriani 1,820,303 1,820,303 -- -- 0.19 0.47 -- -- Muriani
Darmawan Layanto 1,016,929 1,016,929 -- -- 0.11 0.27 -- -- Darmawan Layanto
Lina Layanto 1,016,929 1,016,929 -- -- 0.11 0.27 -- -- Lina Layanto
Elly Tety 44 44 -- -- 0.00 0.00 -- -- Elly Tety
Johnson W. Sutjipto 13 13 -- -- 0.00 0.00 -- -- Johnson W. Sutjipto
Jumlah 8,125,320 18,877,320 -- -- 0.86 4.93 -- -- Total
Pendapatan Revenue
PT Pelayaran Salam Bahagia 2,250,110 18,933,161 18,067,057 17,004,738 0.83 4.80 5.76 6.50 PT Pelayaran Salam Bahagia
Fast Offshore Supply Pte Ltd 183,420 -- -- -- 0.07 -- -- -- Fast Offshore Supply Pte Ltd
Seacoral Maritime Pte Ltd 2,830 3,678,613 2,743,564 1,186,314 0.00 0.01 0.87 0.45 Seacoral Maritime Pte Ltd
Seaman Marine Pte Ltd -- 2,981 6,136 5,579 -- 0.93 0.01 0.00 Seaman Marine Pte Ltd
Satria Samudra Pte Ltd -- -- 1,013,757 1,278,149 -- 0.01 0.32 0.49 Satria Samudra Pte Ltd
PT Dwiprimajaya Lestari -- -- -- 280,236 -- -- -- 0.11 PT Dwiprimajaya Lestari
Jumlah 2,436,360 22,614,755 21,830,514 19,755,015 0.90 5.75 6.96 7.55 Total
Beban Langsung Direct Expenses
Fast Offshore Supply Pte Ltd 38,923,462 -- -- 10,075,871 0.21 -- -- 6.39 Fast Offshore Supply Pte Ltd
Seacoral Maritime Pte Ltd 6,162,196 86,730 -- 16,582 0.03 0.03 -- 0.01 Seacoral Maritime Pte Ltd
PT Pelayaran Salam Bahagia -- 1,075,684 469,424 466,568 -- 0.38 0.18 0.30 PT Pelayaran Salam Bahagia
PT Wintermarjaya Lestari -- 613,860 -- -- -- 0.22 -- -- PT Wintermarjaya Lestari
Seaman Marine Pte Ltd -- -- 738,577 -- -- -- 0.28 -- Seaman Marine Pte Ltd
Satria Samudra Pte Ltd -- -- 10,114 -- -- -- 0.00 -- Satria Samudra Pte Ltd
PT Bumi Laut Perkasa -- -- -- 9,055 -- -- -- 0.01 PT Bumi Laut Perkasa
Jumlah 45,085,658 1,776,274 1,218,114 10,568,075 0.24 0.63 0.46 6.70 Total
Beban Usaha Operating Expense
PT Wintermajaya Lestari 1,223,664 634,860 117,000 243,000 5.84 1.70 0.47 1.22 PT Wintermajaya Lestari
PT Dwiprimajaya Lestari -- -- -- 117,000 -- -- -- 0.59 PT Dwiprimajaya Lestari
Jumlah 1,223,664 634,860 117,000 360,000 5.84 1.70 0.47 1.81 Total
d1/November 16, 2010 35 Paraf:
210

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Manajemen berkeyakinan bahwa seluruh transaksi usaha
dengan pihak hubungan istimewa dilakukan dengan kebijakan
harga dan syarat-syarat normal sebagaimana halnya bila
dilakukan dengan pihak ketiga.
b. Hubungan dan sifat saldo akun/transaksi dengan pihakpihak
yang mempunyai hubungan istimewa adalah sebagai
berikut:
Pihak Hubungan Istimewa/
Related Parties
Sifat Hubungan/
Nature of Relationship
PT Dwiprimajaya Lestari Pemegang Saham/
Shareholder
PT Pelayaran Salam Bahagia Pengurus yang sama /
Same management
Management believes that all operating transactions with related
parties were made at normal pricing and term policy as those
done with third parties.
b. The relationship and nature of accounts balances/ transactions
with related parties are as follows:
Transaksi/Transactions
Piutang Usaha, Piutang Lain-lain, Hutang Usaha, Pendapatan, Beban
Langsung dan Beban Usaha /Accounts Receivable, Others Receivable,
Accounts Payable, Revenue, Direct Expenses and Operating Expense
Piutang Usaha, Hutang Usaha, Hutang Lain-lain, Pendapatan dan
Beban Langsung/Accounts Receivable, Accounts Payable, Others
PT Wintermarjaya Lestari Pemegang Saham/
Payable, Revenue and Direct Expenses
Piutang Lain-lain dan Beban Langsung/Others Receivable and Direct
Shareholder Expenses
PT Salam Pasific Offshore Asosiasi/Associate Piutang Lain-lain dan Hutang Lain-lain/Others Receivable and Others
Payable
PT Ramanda Daminathan Pemegang Saham/
Shareholder
Piutang Lain-lain/Others Receivable
Satria Samudra Pte Ltd Asosiasi/Associate Piutang Lain-lain/Others Receivable
Seaman Marine Pte Ltd Pemegang Saham yang sama /
Same Shareholders
Piutang Lain-lain/Others Receivable
Seacoral International Ltd Pemegang Saham dan Pengurus Piutang Lain-lain dan Hutang Lain-lain/Others Receivable and Others
yang sama / Same Shareholders
and Management
Payable
Seacoral Maritime Pte Ltd Pemegang Saham dan Pengurus Piutang Lain-lain dan Hutang Usaha/Others Receivable and Accounts
yang sama / Same Shareholders
and Management
Payable
PT Mariana Bahagia Pemegang Saham yang sama / Hutang Usaha dan Hutang Lain-lain/Accounts Payable and Others
Same shareholders Payable
PT Fast Offshore Indonesia Pemegang Saham yang sama / Piutang Usaha dan Hutang Usaha/Accounts Receivable and Accounts
Same shareholders Payable
Fast Offshore Supply Pte Ltd Asosiasi/Associate Hutang Usaha, Pendapatan dan Beban Langsung/ Accounts Payable,
Revenue and Direct Expense
PT Pelayaran Bhineka Eka Karya Pemegang Saham yang sama / Piutang Lain-lain/Others Receivable
Same shareholders
Seacoral Multi Supply Pte Ltd Pemegang Saham yang sama /
Same shareholders
Hutang Usaha/Accounts Payable
PT Bumi Laut Perkasa Pemegang Saham yang sama /
Same shareholders
Hutang Lain-lain dan Pendapatan/Others Payable and Revenue
Sugiman Layanto Pemegang Saham/Shareholder Piutang Lain-lain dan Hutang Lain-lain/Others Receivable and Others
Payable
Nely Layanto Pemegang Saham/Shareholder Piutang Lain-lain dan Hutang Lain-lain/Others Receivable and Others
Payable
Elly Tety Pemegang saham dari
pemegang saham Perusahaan
dan perusahaan anak /
Shareholders of the Company’s
shareholder and Subsidiaries
Hutang Lain-lain/Others Payable
Johnson W. Sutjipto Komisaris/Commissioner Hutang Lain-lain/Others Payable
Darmawan Layanto Komisaris/Commissioner Hutang Dividen/Dividend Payable
d1/November 16, 2010 36 Paraf:
211

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Pihak Hubungan Istimewa/
Related Parties
Sifat Hubungan/
Nature of Relationship
Lina Layanto Pemegang saham dari
pemegang saham
Perusahaan/Shareholder of the
Company’s shareholder
Muriani Pemegang saham dari
pemegang saham
Perusahaan/Shareholder of the
Company’s shareholder
Piutang lain-lain kepada PT Pelayaran Bhineka Eka Karya
(Bhineka) merupakan piutang atas penjualan kapal di tahun 2008
(lihat Catatan 10). Pada tahun 2009, Perusahaan dan Wintermar
membentuk penyisihan ragu-ragu sebesar Rp. 8.146.886 karena
Bhineka sedang mengalami kesulitan likuiditas. Manajemen
berkeyakinan bahwa penyisihan piutang tersebut cukup untuk
menutupi kerugian yang mungkin timbul dari tidak tertagihnya
piutang tersebut.
Hutang lain-lain kepada Seacoral Maritime Pte Ltd terdiri dari:
a) pinjaman tanpa bunga atas perolehan investasi saham
Perusahaan pada ABP sebesar SGD 20,500 atau ekuivalen
sebesar Rp 132.860.500 (seluruhnya telah dilunasi pada
bulan Agustus 2010);
b) pinjaman atas pembelian kapal yang diterima pada
21 Agustus, 2008, 17 Maret 2008, 14 Agustus 2007,
16 Agustus 2006 dan 13 Oktober 2005 sebesar
USD 4,800,000, USD 5,000,000, USD 4,150,000,
USD 3,800,000, dan USD 2,800,000 yang akan dicicil
selama 7 (tujuh) tahun dan dikenakan bunga tahunan
sebesar LIBOR +5%; dan
c) pinjaman yang diterima pada 25 Mei 2009 sebesar
USD 1,000,000 yang akan dicicil selama 7 (tujuh) tahun
dan dikenakan bunga tahunan sebesar SIBOR +3,5%.
Saldo pada 30 Juni 2010, 31 Desember 2009, 2008 dan 2007
adalah sebesar USD 27,584,099.23, USD 12,890,125.99,
USD 11,149,291.99 dan USD 6,679,291.99 atau ekuivalen
sebesar Rp 250.546.373, Rp 121.167.184, Rp 122.084.747 dan
Rp 62.912.251.
Hutang lain-lain Perusahaan pada Seacoral International Ltd
pada 30 Juni 2010 merupakan pinjaman modal kerja untuk
operasional yang diperoleh pada bulan Juni 2010.
Hutang lain-lain Perusahaan pada PT Dwiprimajaya Lestari
merupakan hutang atas pinjaman untuk tambahan setoran modal
di Wintermar tahun 2009.
Pada tanggal 3 November 2008, Perusahaan mengadakan
perjanjian pinjam meminjam dengan PT Hammar Marine
Offshore, perusahaan anak, dengan nilai maksimal
USD 2,500,000. Pinjaman tersebut tanpa bunga. Saldo atas
pinjaman ini telah dieliminasi dalam Laporan Keuangan
Konsolidasian.
Hutang Dividen/Dividend Payable
Hutang Dividen/Dividend Payable
Transaksi/Transactions
Other receivables to PT Pelayaran Bhineka Eka Karya (Bhineka)
represents receivables on sale of vessels in 2008 (see Note 10).
On 2009, the Company and Wintermar provide allowance for
doubtful account amounting to Rp 8,146,886 since Bhineka is
facing liquidity difficulties. Management believes that the
allowance for doubtful account is adequate to cover possible
losses on uncollectible accounts.
Other payables to Seacoral Maritime Pte Ltd consist of:
a) Non-interest loan for an acquisition of shares of the
Company in ABP for SGD 20,500 or the equivalent of
Rp 132,860,500 (this was fully settled in August 2010);
b) loans for the purchase of vessels received on August 21,
2008, March 17, 2008, August 14, 2007, August 16, 2006
and October 13, 2005 amounted to USD 4,800,000,
USD 5,000,000, USD 4,150,000, USD 3,800,000, and
USD 2,800,000 that will be paid over 7 (seven) years and
bearing annual interest rate of LIBOR +5%;
c) loan received on May 25, 2009 amounted to USD 1,000,000
that will be paid over 7 (seven) years and bearing annual
interest rate of SIBOR +3.5%.
The balance as of June 30, 2010, December 31, 2009, 2008 and
2007 are amounted to USD 27,584,099.23, USD 12,890,125.99,
USD 11,149,291.99 and USD 6,679,291.99, or equivalent to
Rp 250,546,373, Rp 121,167,184, Rp 122,084,747 and
Rp 62,912,251.
Other Payables of the Company to Seacoral International Ltd on
June 30, 2010 are loans for working capital for operations which
are obtained on June 2010.
Other payables of the Company to PT Dwiprimajaya Lestari is
payable on the loan for additional capital contribution in
Wintermar year 2009.
On November 3, 2008 the Company entered into loan agreement
with PT Hammar Marine Offshore, a subsidiary, with maximum
limit of USD 2,500,000. The loan is non interest bearing. The
outstanding balance of this loan had been eliminated in the
consolidated financial statements.
d1/November 16, 2010 37 Paraf:
212

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
10. Aset Tetap 10. Fixed Assets
2010
Saldo Awal/ Penambahan/ Pengurangan/ Reklasifikasi dan Saldo Akhir/
Beginning Additions Deductions Koreksi/ Ending
Balance Reclassification Balance
and Correction
Rp Rp Rp Rp Rp
Biaya Perolehan Acquisition Cost
Kepemilikan Langsung Direct Ownership
Tanah 1,462,920 -- -- -- 1,462,920 Land
Bangunan 3,938,005 70,000 -- -- 4,008,005 Building
Kapal dan Perlengkapan 681,063,280 461,840,151 -- -- 1,142,903,430 Vessels and Equipments
Mesin 3,387,840 -- -- -- 3,387,840 Machinery
Kendaraan 4,343,676 226,167 80,000 -- 4,489,843 Vehicles
Inventaris Kantor 5,501,820 385,960 -- -- 5,887,781 Office Equipments
Aset Sewa Pembiayaan Asset Under Capital Lease
Kapal 47,228,429 239,307 -- -- 47,467,736 Vessels
Kendaraan -- 237,800 -- -- 237,800 Vehicles
Aset dalam Penyelesaian 73,525,470 6,248,849 -- -- 79,774,319 Asset in Progress
Jumlah 820,451,440 469,248,234 80,000 -- 1,289,619,674 Total
Akumulasi Penyusutan Accumulated Depreciation
Kepemilikan Langsung Direct Ownership
Bangunan 1,599,513 98,450 -- -- 1,697,963 Building
Kapal dan Perlengkapan 131,151,306 27,809,850 -- -- 158,961,156 Vessels and Equipments
Mesin 3,259,194 40,625 -- -- 3,299,819 Machinery
Kendaraan 3,390,526 187,874 80,000 -- 3,498,400 Vehicles
Inventaris Kantor 3,971,513 320,957 -- -- 4,292,470 Office Equipments
Aset Sewa Pembiayaan Asset Under Capital Lease
Kapal 8,283,945 1,947,206 -- -- 10,231,150 Vessels
Kendaraan -- 12,385 -- -- 12,385 Vehicles
Jumlah 151,655,997 30,417,347 80,000 -- 181,993,344 Total
Nilai Tercatat 668,795,443 1,107,626,330 Carrying Value
Saldo Awal/ Penambahan/
2009
Pengurangan/ Reklasifikasi dan Saldo Akhir/
Beginning Additions Deductions Koreksi/ Ending
Balance Reclassification
and Correction
Balance
Rp Rp Rp Rp Rp
Biaya Perolehan Acquisition Cost
Kepemilikan Langsung Direct Ownership
Tanah 527,920 935,000 -- -- 1,462,920 Land
Bangunan 3,518,005 420,000 -- -- 3,938,005 Building
Kapal dan Perlengkapan 535,142,799 84,451,818 1,261,001 62,729,663 681,063,280 Vessels and Equipments
Mesin 3,387,840 -- -- -- 3,387,840 Machinery
Kendaraan 4,112,302 546,239 314,865 -- 4,343,676 Vehicles
Inventaris Kantor 4,555,347 946,473 -- -- 5,501,820 Office Equipments
Aset Sewa Pembiayaan Asset Under Capital Lease
Kapal 45,799,054 1,429,375 -- -- 47,228,429 Vessels
Aset dalam Penyelesaian 87,731,123 52,882,869 -- (67,088,522) 73,525,470 Asset in Progress
Jumlah 684,774,391 141,611,774 1,575,866 (4,358,859) 820,451,440 Total
Akumulasi Penyusutan Accumulated Depreciation
Kepemilikan Langsung Direct Ownership
Bangunan 1,418,363 181,150 -- -- 1,599,513 Building
Kapal dan Perlengkapan 96,104,738 37,776,983 735,934 (1,994,481) 131,151,306 Vessels and Equipments
Mesin 3,177,944 81,250 -- -- 3,259,194 Machinery
Kendaraan 3,224,115 420,617 254,207 -- 3,390,526 Vehicles
Inventaris Kantor 3,410,876 560,636 -- -- 3,971,513 Office Equipments
Aset Sewa Pembiayaan Asset Under Capital Lease
Kapal 3,501,500 4,782,445 -- -- 8,283,945 Vessels
Jumlah 110,837,536 43,803,082 990,140 (1,994,481) 151,655,997 Total
Nilai Tercatat 573,936,855 668,795,443 Carrying Value
d1/November 16, 2010 38 Paraf:
213

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Saldo Awal/ Penambahan/
2008
Pengurangan/ Reklasifikasi dan Saldo Akhir/
Beginning Additions Deductions Koreksi/ Ending
Balance Reclassification
and Correction
Balance
Rp Rp Rp Rp Rp
Biaya Perolehan Acquisition Cost
Kepemilikan Langsung Direct Ownership
Tanah 527,920 -- -- -- 527,920 Land
Bangunan 3,397,534 120,471 -- -- 3,518,005 Building
Kapal dan Perlengkapan 458,105,252 91,633,654 67,166,587 52,570,480 535,142,799 Vessels and Equipments
Mesin 3,387,840 -- -- -- 3,387,840 Machinery
Kendaraan 3,950,065 714,593 552,357 -- 4,112,302 Vehicle
Inventaris Kantor 3,778,027 812,089 34,768 -- 4,555,347 Office Equipments
Aset Sewa Pembiayaan Asset Under Capital Lease
Kapal 33,409,442 35,322,362 -- (22,932,750) 45,799,054 Vessels
Aset dalam Penyelesaian 9,802,566 107,641,369 -- (29,712,812) 87,731,123 Asset in Progress
Jumlah 516,358,646 236,244,538 67,753,712 (75,082) 684,774,391 Total
Akumulasi Penyusutan Accumulated Depreciation
Kepemilikan Langsung Direct Ownership
Bangunan 1,246,478 171,885 -- -- 1,418,363 Building
Kapal dan Perlengkapan 73,734,492 30,821,887 13,522,348 5,070,707 96,104,738 Vessels and Equipments
Mesin 3,096,694 81,250 -- -- 3,177,944 Machinery
Kendaraan 2,916,456 860,016 552,357 -- 3,224,115 Vehicle
Inventaris Kantor 2,953,347 481,044 23,514 -- 3,410,876 Office Equipments
Aset Sewa Pembiayaan Asset Under Capital Lease
Kapal 4,822,671 3,749,535 -- (5,070,707) 3,501,500 Vessels
Jumlah 88,770,139 36,165,617 14,098,220 -- 110,837,536 Total
Nilai Tercatat 427,588,508 573,936,855 Carrying Value
Saldo Awal/ Penambahan/
2007
Pengurangan/ Reklasifikasi dan Saldo Akhir/
Beginning Additions Deductions Koreksi/ Ending
Balance Reclassification
and Correction
Balance
Rp Rp Rp Rp Rp
Biaya Perolehan Acquisition Cost
Kepemilikan Langsung Direct Ownership
Tanah 527,920 -- -- -- 527,920 Land
Bangunan 3,374,549 22,985 -- -- 3,397,534 Building
Kapal dan Perlengkapan 324,760,379 100,230,464 9,886,756 43,001,164 458,105,252 Vessels and Equipments
Mesin 3,387,840 -- -- -- 3,387,840 Machinery
Kendaraan 3,783,994 687,729 521,658 -- 3,950,065 Vehicle
Inventaris Kantor 3,302,524 493,933 18,430 -- 3,778,027 Office Equipments
Aset Sewa Pembiayaan Asset Under Capital Lease
Kapal 37,981,942 -- -- (4,572,500) 33,409,442 Vessels
Aset dalam Penyelesaian 23,912,675 24,318,555 -- (38,428,664) 9,802,566 Assets in Progress
Jumlah 401,031,823 125,753,666 10,426,844 -- 516,358,646 Total
Akumulasi Penyusutan Accumulated Depreciation
Kepemilikan Langsung Direct Ownership
Bangunan 1,076,793 169,685 -- -- 1,246,478 Building
Kapal dan Perlengkapan 51,370,620 25,612,065 4,495,871 1,247,679 73,734,492 Vessels and Equipments
Mesin 3,015,444 81,250 -- -- 3,096,694 Machinery
Kendaraan 2,831,362 556,860 471,766 -- 2,916,456 Vehicle
Inventaris Kantor 2,541,610 420,006 8,269 -- 2,953,347 Office Equipments
Aset Sewa Pembiayaan Asset Under Capital Lease
Kapal 3,564,138 2,506,212 -- (1,247,679) 4,822,671 Vessels
Jumlah 64,399,967 29,346,078 4,975,906 -- 88,770,139 Total
Nilai Tercatat 336,631,856 427,588,508 Carrying Value
d1/November 16, 2010 39 Paraf:
214

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Beban penyusutan dialokasi sebagai berikut: Depreciation is allocated as follows:
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Beban Langsung 27,376,811 42,559,428 31,683,843 28,118,277 Direct Expenses
Beban Usaha 660,291 1,243,654 1,227,965 1,227,801 Operating Expenses
Jumlah 28,037,102 43,803,082 32,911,808 29,346,078 Total
Akumulasi penyusutan termasuk akumulasi penurunan nilai
kapal sebesar Rp 2.380.245 yang merupakan rugi kebakaran
kapal SMS 2000 pada bulan Februari 2010.
Pada tahun 2008, penambahan aset tetap termasuk
penambahan aset tetap yang berasal dari akuisisi PT Arial Niaga
Nusantara (Arial) dengan biaya perolehan sebesar
Rp 42.644.466 dan akumulasi penyusutan sebesar
Rp 3.253.809 pada saat awal periode konsolidasi.
Pada tahun 2009, aset PT Sentosasegara Mulia Shipping,
perusahaan anak, berupa kapal yang sudah tidak digunakan
dengan nilai tercatat sebesar Rp 2.364.378 telah direklasifikasi ke
dalam akun aset tidak lancar lainnya. Kapal tersebut dicatat
sebagai aset yang tidak digunakan sebesar estimasi nilai yang
dapat diperoleh kembali yaitu sebesar Rp 293.074 (lihat Catatan
11). Penurunan nilai kapal tersebut sebesar Rp 2.071.304
dibebankan pada tahun berjalan
Aset dalam penyelesaian merupakan kapal dan bangunan
kantor dalam penyelesaian dengan persentase jumlah tercatat
terhadap nilai kontrak antara 1% sampai 78%. Aset dalam
penyelesaian tersebut diperkirakan akan selesai antara bulan
Agustus 2010 sampai dengan Juni 2011.
Accumulated depreciation includes accumulated impairment
amounting to Rp 2,380,245 represents loss vessel of SMS
2000 which burned on February 2010.
In 2008, fixed assets included in the consolidation were fixed
asset of PT Arial Niaga Nusantara (Arial) stated at cost
amounted to Rp 42,644,466 and accumulated depreciation
amounted to Rp 3,253,809.
In 2009, certain unused vessels of a subsidiary,
PT Sentosasegara Mulia Shipping with carrying value of
Rp 2,364,378 were reclassified to other noncurent asset. Those
vessels recorded as unused assets at estimated recoverable
amount of Rp 293,074 (see Note 11). The impairment of those
vessel was charged as loss amounting to Rp 2,071,304
Assets in progress represent vessels and office building under
construction with percentage of carrying value to total contract
value in range of 1% to 78%. Assets in progress are estimated
to be completed at August 2010 until June 2011.
Penjualan aset tetap adalah sebagai berikut: Disposals of fixed asset are as follows:
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Harga Jual -- 903,553 95,203,892 9,048,981 Selling Price
Nilai Tercatat -- 585,726 53,655,492 5,450,938 Carrying Value
Laba Pelepasan Aset Tetap -- 317,827 41,548,400 3,598,043 Gain on Disposal of Fixed Assets
Pada tanggal 30 Juni 2010, kapal dan peralatan Perusahaan dan
perusahaan anak diasuransikan kepada LCH Pte Ltd dan First
Capital, pihak ketiga, terhadap risiko kerugian marine hull dan
war risk dengan jumlah pertanggungan sebesar
USD 126.277.639.
Manajemen berpendapat bahwa nilai pertanggungan tersebut
cukup untuk menutupi kemungkinan kerugian atas aset yang
dipertanggungkan.
As of June 30, 2010, the Company’s and subsidiaries’ vessels
and equipment are insured by LCH Pte Ltd and First Capital ,
third parties, from loss of marine hull dan war risk with sum
insured of USD 126,277,639.
Management believes that the insurance coverage is adequate
to cover possible losses on the assets insured.
d1/November 16, 2010 40 Paraf:
215

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Berdasarkan penelaahan aset tetap secara individual pada akhir
tahun, manajemen perusahaan berpendapat bahwa tidak
diperlukan penyisihan penurunan nilai aset tetap.
Pada tanggal 30 Juni 2010, aset Perusahaan dan perusahaan
anak berupa kapal dijadikan jaminan atas pinjaman bank jangka
panjang dan hutang sewa guna usaha (lihat Catatan 15 dan 16).
According to the individual review on fixed assets at the end of
the year, management believes that no allowance is necessary
for impairment of fixed assets value.
As of June 30, 2010, the Company’s and subsidiaries’ vessels
are pledged as collateral of long term bank loans and lease
payable (see Notes 15 and 16).
11. Aset Tidak Lancar Lainnya 11. Other Noncurent Assets
2010 2009 2008 2007
Rp Rp Rp Rp
Uang Muka Pembelian Kapal 24,122,709 21,382,489 10,102,534 -- Advance for Purchase of Vessel
Deposit Jaminan (2010: USD 486,329.08; Refundable Deposit (2010: 486,329.08;
2009: USD 465,577.71; 2008: USD 409,178.60 4,417,327 4,376,430 4,480,506 1,059,358 2009: USD 465,577.71; 2008: 409,178.60
2007: USD 112,470.33) 2007: USD 112,470.33)
Escrow Accounts (2009: 365,205.19; Escrow Accounts (2009: USD 365,205.19;
2008: 88,047.06) 2,022,698 3,432,929 964,115 824,565 2008: 88,047.06)
Beban Emisi Saham Ditangguhkan 1,600,000 750,000 -- -- Deferred Stock Issuance Cost
Aset yang Tidak Digunakan Unused Assets
(Setelah dikurangi akumulasi penyusutan (Net of accumulated depreciation and
dan penurunan nilai sebesar Rp 4.065.785 impairment of Rp 4,065,785
pada 31 Desember 2009) 293,074 293,074 -- -- as of December 31, 2009)
Sewa Jangka Panjang -- 393,600 -- -- Long Term Rent
Asuransi Jiwa -- -- 902,000 -- Life Insurance
Jumlah 32,455,808 30,628,523 16,449,155 1,883,922 Total
Uang muka pembelian kapal milik Hammar merupakan uang
muka atas kapal yang sedang dalam proses penyelesaian dan
diperkirakan selesai pada tahun 2010.
Deposito jaminan merupakan deposito pada PT Bank Mandiri
Tbk dan PT Bank Negara Indonesia Tbk. Periode deposito
adalah satu bulan dengan tingkat bunga 2,5% per tahun pada
tahun 2009 dan 3% pada tahun 2008. Deposito berjangka ini
dijadikan sebagai jaminan atas hutang sewa pembiayaan kepada
PT PANN Multifinance (lihat Catatan 16) dan sebagai jaminan
pelaksanaan (performance bond) atas kontrak sewa kapal
tertentu kepada beberapa pelanggan.
Escrow account merupakan rekening bank yang dibatasi
penggunaannya di PT Bank DBS Indonesia dan The Bangkok
Bank Company Limited sebagai jaminan atas pinjaman (lihat
Catatan 15).
Biaya emisi ditangguhkan merupakan biaya-biaya yang telah
dikeluarkan sehubungan dengan rencana penawaran umum
yang nantinya akan dicatat sebagai pengurang tambahan modal
disetor pada kelompok ekuitas apabila pernyataan pendaftaran
telah dinyatakan efektif.
Advance for purchase of vessel owned by Hammar represents
advance of vessel which construction is still in progress and
estimated to be completed in 2010.
Refundable deposits represent deposits at PT Bank Mandiri
Tbk and PT Bank Negara Indonesia Tbk. The terms of the
deposits are for one month period with interest rate of 2.5% per
annum in 2008 and 3% in 2007. These time deposits are
pledged as collateral for lease payable to PT PANN
Multifinance (see Note 16) and as performance bond of certain
vessel lease contracts to several customers.
Escrow account represent restricted bank account in PT Bank
DBS Indonesia and The Bangkok Bank Company Limited as
collateral of the loan (see Note 15).
Deferred stock issuance cost represents costs incurred related
to the Company’s plan for initial public offering which afterward
will be recorded as a deduction of additional paid in capital as
part of stockholders’ equity after the registration are became
effective.
d1/November 16, 2010 41 Paraf:
216

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
12. Hutang Usaha 12. Accounts Payable
Perincian hutang usaha berdasarkan pemasok adalah sebagai
berikut:
2010 2009 2008 2007
Rp Rp Rp Rp
A details of accounts payable by suppliers is as follows:
Hubungan Istimewa (lihat Catatan 9) 44,600,595 15,904,706 18,014,166 17,082,669 Related Parties (see Note 9)
Pihak Ketiga Third Parties
PT Pelayaran Era Indonesia Fortune 6,319,691 -- -- -- PT Pelayaran Era Indonesia Fortune
LCH Pte Ltd 990,929 -- -- -- LCH Pte Ltd
PT International Paint Indonesia 52,988 114,320 1,712,060 -- PT International Paint Indonesia
PT Batam Expresindo Shipyard -- 1,664,695 -- -- PT Batam Expresindo Shipyard
PT Osco Utama -- -- -- 689,471 PT Osco Utama
PT Prabawa Pratama dan Trading Pte. Ltd -- -- -- 5,637,272 PT Prabawa Pratama and Trading Pte. Ltd
Lingcotug Pte Ltd -- -- 929,197 2,091,301 Lingcotug Pte Ltd
Super Marine Suplies Pte. Ltd -- -- -- 619,070 Super Marine Suplies Pte. Ltd
PT Pelayaran Arial Niaga Nusantara * -- -- -- 437,381 PT Pelayaran Arial Niaga Nusantara *
PT Tunggal Agathis IWI -- -- -- 327,059 PT Tunggal Agathis IWI
Lain-lain (Masing-masing di bawah Rp 500.000) 4,288,132 6,487,182 4,339,151 1,386,604 Others (each below Rp 500,000)
Sub Jumlah 11,651,739 8,266,197 6,980,407 11,188,158 Sub Total
Jumlah 56,252,334 24,170,903 24,994,573 28,270,827 Total
* Pihak hubungan istimewa dan Related party and *
dikonsolidasikan sejak 2008 consolidated since 2008
Rincian hutang usaha berdasarkan mata uang: Detail of accounts payable based on currencies:
2010 2009 2008 2007
Rp Rp Rp Rp
Rupiah
US Dolar (2010: USD 3.830.841,26;
8,001,495 5,038,777 3,353,969 9,791,129 Rupiah
US Dollar (2009: USD 3,830,841.26;
2009: USD 1,700,535.63; 2009: USD 1,700,535.63;
2008: USD 1,786,874.08)
Dolar Singapura (2010: SGD 471.025,10;
45,116,726 15,985,035 19,566,271 16,388,397 2008: USD 1,786,874.08)
Singapore Dollar (SGD 471,025.10;
2009: SGD 457,837.69; 2009: SGD 457,837.69;
2008: SGD 265,612.12)
Ringgit Malaysia (2010: MYR 29.864,85;
3,052,791 3,066,835 2,020,607 2,091,301 2008: SGD 265,612.12)
Malaysian Ringgit (2010: MYR 29,864.85;
2009: MYR 29,214.25; 2009: MYR 29,214.25;
2008: MYR 17,037.64) 81,322 80,256 53,726 -- 2008: MYR 17,037.64)
Jumlah 56,252,334 24,170,903 24,994,573 28,270,827 Jumlah
Hutang usaha timbul dari transaksi sewa kapal, pembelian
sparepart dan docking/pemeliharaan kapal.
Accounts payable are from transaction of charter of vessels,
purchase of sparepart and docking/maintenance of vessels.
13. Beban yang Masih Harus Dibayar 13. Accrued Expenses
2010 2009 2008 2007
Rp Rp Rp Rp
Gaji 586,510 267,577 364,712 34,402 Salary
Bunga 233,642 285,516 675,923 380,485 Interest
Jasa Profesional 77,772
95,800 382,116 117,040 Professional Fee
Operasi dan Docking 77,417 268,854 279,409 685,787 Operation and Docking
Lain-lain (masing-masing di bawah Rp 50.000) 14,637
91,900 161,789 133,670 Others (each below Rp 50,000)
Jumlah 989,978 1,009,647 1,863,949 1,351,384 Total
d1/November 16, 2010 42 Paraf:
217

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
14. Hutang Lain-lain – Pihak Ketiga 14. Others Payable – Third Parties
PT Meratus Line 40,972,250
2010 2009 2008 2007
Rp Rp Rp Rp
-- -- -- PT Meratus Line
Penghasilan Bunga Pajak Ditangguhkan 7,508,995 4,404,363 -- -- Deferred Interest on Tax Refund
Pengembalian Pokok Pajak Ditangguhkan 6,352,256 -- -- -- Deferred Tax Refund
PT Edenvale 3,633,200 -- -- -- PT Edenvale
Volvo East Asia 1,135,526 -- -- -- Volvo East Asia
Uang Muka Penjualan Aset 1,000,000 -- -- -- Uang Muka Penjualan Aset
PT National Oilwell Varco -- -- 1,095,184 -- PT National Oilwell Varco
Kei-Rsos Maritime Ltd -- -- -- 8,287,260 Kei-Rsos Maritime Ltd
Scott & English -- -- -- 3,251,225 Scott & English
Viking Airtech Pte, Ltd -- -- -- 1,292,758 Viking Airtech Pte, Ltd
Lain-lain (masing-masing di bawah Rp 1.000.000) 1,263,122 2,512,093 2,640,787 3,482,502 Others (each below Rp 1.000,000)
Jumlah 61,865,349 6,916,456 3,735,971 16,313,745 Total
Hutang lain-lain pada PT Meratus Line dan PT Edenvale pada 30
Juni 2010, merupakan hutang PSV, perusahaan anak, untuk
pembelian kapal.
Other payable to PT Meratus Line and PT Edenvale on June
30, 2010 is owed by PSV, a subsidiary, to purchase the vessel.
15. Hutang Bank Jangka Panjang 15. Long Term Bank Loans
2010 2009 2008 2007
Rp Rp Rp Rp
Hutang Bank Jangka Panjang - Pihak Ketiga Long-term Bank Loans - Third Parties
Sindikasi OCBC Limited Singapura 360,776,760 -- -- -- Syndicated OCBC Limited Singapore
PT Bank CIMB Niaga Tbk 83,646,299 85,122,170 6,995,803 22,619,465 PT Bank CIMB Niaga Tbk
The Bangkok Bank Company Limited-Indonesia 17,439,360 26,188,400 54,947,100 68,287,750 The Bangkok Bank Company Limited-Indonesia
PT Bank UOB Buana 13,808,078 14,295,564 -- -- PT Bank UOB Buana
PT Bank Negara Indonesia (Persero) Tbk 8,356,360 10,810,000 17,629,500 20,325,930 PT Bank Negara Indonesia (Persero) Tbk
PT Bank DBS Indonesia -- 962,031 9,333,164 15,092,476 PT Bank DBS Indonesia
PT Bank OCBC NISP Tbk -- -- 1,815,966 -- PT Bank OCBC NISP Tbk
Biaya Transaksi Belum Diamortisasi (5,760,707) -- -- -- Unamortized Transaction Cost
Jumlah 478,266,150 137,378,165 90,721,533 126,325,621 Total
Dikurangi: Bagian Lancar Less: Current Portion
Sindikasi OCBC Limited Singapura 65,707,843 -- -- -- Syndicated OCBC Limited Singapore
PT Bank CIMB Niaga Tbk 32,022,534 43,971,038 3,650,030 16,601,797 PT Bank CIMB Niaga Tbk
The Bangkok Bank Company Limited-Indonesia 11,117,592 13,893,200 24,440,400 21,023,208 The Bangkok Bank Company Limited-Indonesia
PT Bank UOB Buana 1,728,951 3,551,396 -- -- PT Bank United Overseas Bank Indonesia
PT Bank Negara Indonesia (Persero) Tbk 4,178,180 4,324,000 5,037,000 5,161,340 PT Bank Negara Indonesia (Persero) Tbk
PT Bank DBS Indonesia -- 962,031 8,212,500 7,064,250 PT Bank DBS Indonesia
PT Bank OCBC NISP Tbk -- -- 1,815,966 -- PT Bank OCBC NISP Tbk
Jumlah Bagian Lancar 114,755,100 66,701,665 43,155,896 49,850,595 Total Current Portion
Jumlah Bagian Jangka Panjang 363,511,050 70,676,500 47,565,637 76,475,026 Total Long Term Portion
d1/November 16, 2010 43 Paraf:
218

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
a. Hutang Sindikasi dari OCBC Limited Singapura (OCBC) a. Syndicated Loans from OCBC Limited Singapore
(OCBC)
Pada tanggal 22 Maret 2010, PT PSV Indonesia (PSV)
sebagai debitur, PT Wintermar, Perusahaan,
PT Sentosasegara Mulia Shipping dan PT Meratus Line
sebagai Corporate Guarantor, OCBC Limited Singapura
sebagai Facility Agent, dan PT Bank OCBC NISP Tbk
sebagai Security Agent, menandatangani perjanjian fasilitas
pinjaman sebesar USD 39,720,000. Fasilitas pinjaman
tersebut terdiri dari komitmen fasilitas A sebesar
USD 21,720,000 dan komitmen fasilitas B sebesar
USD 18,000,000 yang ini digunakan untuk membiayai
pembelian 2 buah kapal. Fasilitas pinjaman ini akan jatuh
tempo pada tanggal 1 Maret 2013 dan dapat diperpanjang
sampai dengan 1 Februari 2015. Pembayaran pokok
hutang akan dimulai pada September 2010.
Fasilitas A
Fasilitas ini diperoleh dari OCBC Limited Singapura, PT Bank
OCBC Indonesia, dan PT Bank OCBC NISP Tbk masingmasing
sebesar USD 7,240,000 dengan jumlah keseluruhan
sebesar USD 21,720,000.
Pembayaran dilakukan dalam 30 angsuran, dilakukan mulai
1 September 2010. Fasilitas ini dikenakan bunga sebesar
5,725% per tahun.
Fasilitas B
Fasilitas ini diperoleh dari OCBC Limited Singapura, PT Bank
OCBC Indonesia dan PT Bank OCBC NISP Tbk masingmasing
sebesar USD 6,000,000 dengan jumlah keseluruhan
sebesar USD 18,000,000.
Pembayaran dilakukan dalam 30 angsuran, dilakukan mulai
1 September 2010. Fasilitas ini dikenakan bunga sebesar
5,470% per tahun.
Pinjaman ini dijamin dengan kapal yang dibeli dari fasilitas
pinjaman ini dan seluruh piutang usaha yang diperoleh dari
kapal tersebut (lihat Catatan 10 dan 4), corporate guarantee
dari PT Wintermar, Perusahaan, PT Sentosasegara Mulia
Shipping dan PT Meratus Line dan personal guarantee dari
Sugiman Layanto, Direktur Utama.
On March 22, PT PSV Indonesia (PSV) as debtor,
PT Wintermar, the Company, PT Sentosasegara Mulia
Shipping and PT Meratus Line as a Corporate Guarantor,
OCBC Limited Singapore as Facility Agent, and PT Bank
OCBC NISP Tbk as the Security Agent, entered into a loan
facility agreement of USD 39,720,000. The loan facility
consists of facility A commitment amounting to
USD 21,720,000 and facility B commitment amounting to
USD 18,000,000 , This loan facility was used to finance the
purchase of two vessels. The loan facility will mature on
March 1, 2013 and may be extended until February 1, 2015.
The principal repayment will commence in September 2010.
Facility A
This facility obtained from OCBC Limited Singapore,
PT Bank OCBC Indonesia, and PT Bank OCBC NISP Tbk
amounting to USD 7,240,000, each totaling
USD 21,720,000.
Payments are made in 30 installments starting from
September 1, 2010. The facility bears interest averaging
5.725% per annum.
Facility B
This facility obtained from OCBC Limited Singapore,
PT Bank OCBC Indonesia, and PT Bank OCBC NISP Tbk
amounting to USD 6,000,000, each totaling
USD 18,000,000.
Payments are made in 30 installments starting from
September 1, 2010. The facility bears interest averaging
5.470% per annum.
The loan is secured by the vessels which bought by this
facility and all accounts receivable derived from these
vessels (see Notes 10 and 4), a corporate guarantee from
PT Wintermar, the Company, PT Sentosasegara Mulia
Shipping and PT Meratus Line and personal guarantees
from Sugiman Layanto, the Company’s President Director.
d1/November 16, 2010 44 Paraf:
219

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Perjanjian pinjaman juga mencakup persyaratan tertentu
antara lain membatasi hak PSV untuk:
menjaminkan kembali, menjual, memindahkan aset
jaminan;
mensubordinasikan pinjaman;
mengubah bisnis Perusahaan;
melakukan merger, akuisisi dan investasi; dan
mengumumkan dan membayar dividen
Perjanjian ini juga mengharuskan PSV untuk menjaga rasiorasio
keuangan tertentu yang dipersyaratkan yaitu Financial
Leverage tidak boleh melebihi 3,5x, Gearing Ratio tidak
boleh melebihi 3x, Minimum DSCR adalah 0,5x, Minimum
EBITDA terhadap Interest adalah 1,5x. Selain itu
PT Wintermar dan PT Meratus Line juga diharuskan untuk
menjaga rasio-rasio keuangan tertentu yang dipersyaratkan
yaitu Financial Leverage tidak boleh melebihi 2,5x, Gearing
Ratio tidak boleh melebihi 1,5x, Minimum DSCR adalah
1,5x, Minimum EBITDA terhadap Interest adalah 2x dan
Minimum asset bersih (networth) adalah Rp 205 milyar.
Pada tanggal 30 Juni 2010 saldo pinjaman adalah
USD 39,720,000 atau ekuivalen dengan Rp 360.776.760.
The loan agreement contains certain covenants that restrict
the rights of PSV to:
pledge, sell, transfer of the security assets;
subordinate loan;
change its business;
enter into mergers, acquisitions and investments; and
declare and pay any dividends
This agreement also required PSV to maintain certain
financial ratios as covenanted such as Financial Leverage
should not be exceed 3,5x, Gearing Ratio should not be
exceed 3x, Minimum DSCR is 0,5x, Minimum EBITDA to
Interest is 1,5x. Otherwise PT Wintermar and PT Meratus
Line also required to maintain certain financial ratios such
as Financial Leverage should not be exceed 2,5x, Gearing
Ratio should not be exceed 1,5x, Minimum DSCR is 1,5x,
Minimum EBITDA to Interest is 2x and Minimum networth
asset is Rp 205 billion.
.
The outstanding of these loan facilities as of June 30, 2010
is amounted to USD 39,720,000 or equivalent
Rp 360,776,760.
b. PT Bank CIMB Niaga Tbk (Bank Niaga) b. PT Bank CIMB Niaga Tbk (Bank Niaga)
Sentosa
Berdasarkan akta No. 105, tanggal 30 Oktober 2007 dari
Notaris Achmad Bajumi, S.H., Sentosa memperoleh fasilitas
pinjaman dari Bank Niaga sebesar USD 1,000,000 yang
dikenakan suku bunga sebesar 7,75% per tahun dan
pelunasan dicicil mulai Desember 2007 sampai dengan
30 November 2010. Tujuan pinjaman adalah untuk
membiayai pembelian kapal.
Pada 30 Juni, 31 Desember 2009, 2008 dan 2007, saldo
pinjaman ini masing-masing adalah USD 138.882,
USD 305,550, USD 638,886 dan USD 972,222 atau
ekuivalen dengan Rp 1.261.467, Rp 2.872.170,
Rp 6.995.802 dan Rp 9.157.359.
Fasilitas tersebut dijamin dengan:
- 1 (satu) kapal motor tunda (lihat Catatan 10);
- Piutang usaha sebesar Rp 2.000.000 (lihat Catatan 4);
dan
- Jaminan Perusahaan dari PT Wintermar.
Sentosa tidak diperkenankan tanpa persetujuan tertulis
terlebih dahulu dari Bank Niaga antara lain untuk menerima
pinjaman dari pihak lain. Sentosa juga harus
memberitahukan Bank Niaga antara lain mengenai
perubahan pengurus (manajemen).
Sentosa
Based on Notarial Deed No. 105, dated October 30, 2007
from Notarial Achmad Bajumi, S.H., Sentosa obtained loan
facility from Bank Niaga amounting to USD 1,000,000, bears
annual interest rate of 7.75% and repayment by equal
installment from December 2007 to November 30, 2010. The
purpose of the loan is to finance the purchases of vessel.
As of June 30, 2010, December 31, 2009, 2008 and 2007,
the balance of this loan is USD 138,882, USD 305,550,
USD 638,886 and USD 972,222 or equivalent to
Rp 1,261,467, Rp 2,872,170, Rp 6,995,802 and
Rp 9,157,359, respectively.
This facility is secured by:
- 1 (one) tug boat (see Note 10);
- Accounts receivable amounted to Rp 2,000,000 (see Note
4); and
- Corporate Guarantee from PT Wintermar.
Sentosa is required to obtain prior written consent from Bank
Niaga among others for any other loan facility. The Company
also has to notify Bank Niaga among others concerning any
changes in board of management.
d1/November 16, 2010 45 Paraf:
220

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Wintermar
Berdasarkan Akta Notaris No. 22 tanggal 17 Juni 2009 dari
Notaris Achmad Bajumi, SH, Wintermar memperoleh
beberapa fasilitas pinjaman dari Bank Niaga dengan rincian
sebagai berikut:
Wintermar
Based on Notarial Deed No. 22 dated June 17, 2009 of
Achmad Bajumi, SH, Wintermar obtained several loan
facilities from Bank Niaga with detail as follows:
1. Fasilitas Pinjaman Transaksi Khusus 1. Special Transaction Loan Facility
Merupakan pinjaman jangka panjang dengan batas
kredit sebesar USD 3,600,000 dan dikenakan suku
bunga tahunan sebesar 8% untuk jangka waktu
36 bulan.
Consist of long term loan facility with maximum limit of
USD 3,600,000 and bears annual interest rate of 8% for
time period of 36 month.
2. Fasilitas Pinjaman Transaksi Khusus I 2. Special Transaction Loan Facility I
Merupakan pinjaman jangka panjang dengan batas
kredit sebesar USD 6,560,000 dan dikenakan suku
bunga tahunan sebesar 8% untuk jangka waktu
36 bulan.
Pada tanggal 30 Juni 2010 dan 31 Desember 2009, saldo
fasilitas pinjaman pada Bank Niaga adalah sebesar
USD 9.055.378 and USD 8,750,000 atau ekuivalen dengan
Rp 82.384.832 dan Rp 82.250.000.
Fasilitas pinjaman tersebut dijamin dengan:
- 5 (lima) unit kapal motor tunda (lihat Catatan 10);
- 3 (tiga) unit kapal tongkang (lihat Catatan 10);
- Piutang usaha PT Wintermar sebesar Rp 20.500.000
(lihat Catatan 4)
- Piutang usaha Perusahaan sebesar Rp 4.844.062 (lihat
Catatan 4)
- Piutang Usaha PT Sentosasegara Mulia Shipping
sebesar Rp 8.579.066 (lihat Catatan 4)
Atas perjanjian kredit ini, Wintermar diwajibkan untuk
memberitahukan Bank Niaga antara lain mengubah
pengurus (manajemen) dan mensubordinasikan hutang para
pemegang saham.
Berdasarkan Akta Notaris No. 50 tanggal 19 Nopember 2003
dari Notaris Achmad Bajumi, SH, yang telah diubah
beberapa kali, terakhir dengan surat No. 292/JBM-
2/MKT/WE/X/07 tanggal 26 Oktober 2007, Perusahaan
memperoleh beberapa fasilitas pinjaman dari Niaga dengan
rincian sebagai berikut:
Consist of long term loan facility with maximum limit of
USD 6,560,000 and bears annual interest rate of 8% for
time period of 36 month.
As of June 30, 2010 and December 31, 2009, the balance of
Wintermar’s loan in Bank Niaga is USD 9,055,378 and
USD 8,750,000 or equivalent to Rp 82,384,832 and
Rp 82,250,000.
These facilities are secured by:
- 5 (five) units of tug boats (see Note 10);
- 3 (three) units of barge (see Note 10)
- PT Wintermar’s account receivable amounting to
Rp 20,500,000 (see Note 4)
- The Company’s Account receivable amounting to
Rp 4,844,062 (see Note 4)
- Account receivable of PT Sentosasegara Mulia Shipping
amounting to Rp 8,579,066 (see Note 4)
For this credit agreement, Wintermar is required to notify
Bank Niaga among others to changes in board of
management and subordinate payable of shareholders.
Based on Notarial Deed No. 50 dated November 19, 2003 of
Achmad Bajumi, SH, which have been amended for several
times, most recently by letter No. 292/JBM-2/MKT/WE/X/07
dated October 26, 2007, the Company obtained several loan
facilities from Niaga with detail as follows:
a. Fasilitas Pinjaman Transaksi Khusus I a. Special Transaction Loan Facility I
Merupakan pinjaman jangka panjang dengan batas
kredit sebesar USD 1,000,000, dikenakan suku bunga
tahunan sebesar 7,5% dan akan jatuh tempo pada
tanggal 19 Nopember 2008.
Pada tanggal 31 Desember 2007, saldo fasilitas
pinjaman ini adalah sebesar USD 179,250 atau
ekuivalen dengan Rp 1.688.356 dan telah dilunasi pada
tanggal 20 Nopember 2008.
Consist of long term loan facility with maximum limit of
USD 1,000,000, bears annual interest rate of 7.5% and
due on November 19, 2008.
As of December 31, 2007, the balance of this loan is
USD 179,250, or equivalent to Rp 1,688,356 and has been
settled on November 20, 2008.
d1/November 16, 2010 46 Paraf:
221

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
b. Fasilitas Pinjaman Tetap b. Fixed Loan Facility
Merupakan pinjaman jangka pendek dengan batas kredit
sebesar USD 1,500,000, dikenakan suku bunga tahunan
sebesar 7,75% dan akan jatuh tempo pada tanggal
30 Juni 2008. Berdasarkan Perubahan atas Akta
Perjanjian Kredit No. 50 tanggal 11 Nopember 2008,
fasilitas pinjaman ini diperpanjang jangka waktunya dan
akan jatuh tempo pada 30 Juni 2009.
Pada tanggal 31 Desember 2007, saldo fasilitas
pinjaman ini adalah sebesar USD 1,250,000 atau
ekuivalen dengan Rp 11.773.750 dan telah dilunasi pada
bulan Nopember 2008 .
Fasilitas-fasilitas tersebut dijamin dengan:
- Sertifikat Hak Guna Bangunan No. 195/Sukabumi Selatan
seluas 1.160 m 2 atas nama PT Wintermar Jaya Lestari;
- Peralatan dan perlengkapan kantor sejumlah
Rp 492.390 (lihat Catatan 10);
- Piutang dagang sebesar USD 1,315,536.79 (lihat
Catatan 4).
c. The Bangkok Bank Company Limited - Indonesia
(Bangkok Bank)
Sentosa
Berdasarkan perjanjian kredit No. 03/I/07 tanggal 11 Januari
2007, Sentosa memperoleh fasilitas pinjaman berjangka lima
(5) tahun dari Bangkok Bank sebesar USD 6,000,000, yang
dikenakan tingkat suku bunga 8,5% per tahun. Tujuan
pinjaman adalah untuk pembelian kapal penarik Bintang
Natuna dan kapal penarik Wei Gang Tuo 10.
Pada 30 Juni 2010, 31 Desember 2009, 2008 dan 2007,
saldo pinjaman ini adalah USD 1,920,000, USD 2,532,000,
USD 3,756,000 dan USD 4,980,000, atau ekuivalen dengan
Rp 17.439.360, Rp 23.800.800 dan Rp 41.128.200 dan
Rp 46.906.620.
Fasilitas tersebut dijamin dengan:
- 2 (dua) kapal motor tunda (lihat Catatan 10);
- Jaminan pribadi dari Sugiman Layanto, pemegang
saham PT Wintermarjaya Lestari, pihak hubungan
istimewa; dan
- Jaminan pribadi dari Johnson W. Sutjipto, Komisaris
dan pemegang saham Sentosa.
Sentosa tidak diperkenankan untuk melakukan hal-hal
tersebut di bawah ini tanpa persetujuan tertulis dahulu dari
Bangkok Bank, antara lain untuk:
- Menerima pinjaman dari pihak lain;
- Menjaminkan aset.
Consist of short term loan facility with maximum limit of
USD 1,500,000, bears annual interest rate of 7.75% and
due on June 30,2008. Based on the Amendment to Credit
Agreement Deed No. 50 dated November 11, 2008, this
facility is being rolled over and will due on June 30, 2009.
As of December 31, 2007, the balance of this loan is
USD 1,250,000 or equivalent to Rp 11,773,750 and has
been settled in November 2008.
These facilities are secured by:
- Certificate of Building Right Title No. 195/Sukabumi Selatan
with area of 1,160 sqm under the name of PT Wintermar
Jaya Lestari;
- Office equipments amounted to Rp 492,390 (see Note 10);
- Accounts receivable amounted to USD 1,315,536.79 (see
Note 4).
c. The Bangkok Bank Company Limited – Indonesia
(Bangkok Bank)
Sentosa
Based on credit agreement No. 03/I/07, dated January 11,
2007, Sentosa obtained five (5) years term loan facility from
Bangkok Bank amounted to USD 6,000,000 which bears
annual interest of 8.5%. The purpose of the loan is for
purchased of tug boat Bintang Natuna and Wei Gang Tuo
10.
As of June 30, 2010, December 31, 2009, 2008 and 2007,
the outstanding balance of this loan is USD 1,920,000,
USD 2,532,000, USD 3,756,000 and USD 4,980,000,
equivalent to Rp 17,439,360, Rp 23,800,800 Rp 41,128,200
and Rp 46,906,620, respectively.
The facility is secured by:
- 2 (two) tug boats (see Note 10);
- Personal guarantee from Sugiman Layanto, shareholder
of PT Wintermarjaya Lestari, related party; and
- Personal guarantee from Johnson W. Sutjipto,
Commissioner and shareholder of Sentosa.
Sentosa is required to comply with several restriction among
others, the Company is required to obtain prior written
consent from Bangkok Bank to among others to:
- Obtain loan from other party;
- Pledge the assets.
d1/November 16, 2010 47 Paraf:
222

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Wintermar
Berdasarkan Perjanjian Kredit No. 2/I/06 tanggal 4 Januari
2006, Wintermar memperoleh fasilitas Pinjaman Berjangka
dengan batas kredit sebesar USD 3,950,000, dengan tingkat
bunga masing-masing sebesar 6,5% dan 7,5% per tahun
pada tahun 2009 dan 2008 dan akan jatuh tempo pada
Januari 2010. Pinjaman ini telah dilunasi seluruhnya pada
bulan Maret 2010.
Pada 31 Desember 2009, 2008 dan 2007, saldo pinjaman ini
adalah USD 254,000, USD 1,262,000 dan USD 2,270,000
atau ekuivalen dengan Rp 2.387.600, Rp 13.818.900 dan
Rp 21.381.130.
Fasilitas ini dijamin dengan:
- 2 (dua) unit kapal motor tunda (lihat Catatan 10);
- Jaminan pribadi dari Sugiman Layanto (Direktur Utama);
- Escrow account (lihat Catatan 11).
Wintermar harus memberitahukan Bangkok Bank antara lain
untuk setiap hal yang berkaitan dengan hasil RUPS yang
dapat mempengaruhi syarat dan kondisi yang berkaitan
dengan perjanjian kredit ini. Wintermar tidak diperkenankan
kecuali telah memperoleh persetujuan tertulis dari Bank
antara lain untuk mendaftar ke pengadilan atau otoritas
untuk menjadi administrator, penerima, likuidator atau wali
amanat yang akan ditunjuk untuk setiap bagian aset
Wintermar.
Wintermar
Based on Credit Agreement No. 2/I/06 dated January 4,
2006, Wintermar obtained Term Loan facility with maximum
limit of USD 3,950,000, bears annual interest rate of 6.5%
and 7.5% in 2009 and 2008, respectively, and due on
January 2010. The loan has been fully paid in March 2010.
As of December 31, 2009, 2008 and 2007, the balance of
this loan is USD 254,000, USD 1,262,000 and
USD 2,270,000, equivalent to Rp 2,387,600 and
Rp 13,818,900 and Rp 21,381,130.
This facility is secured by:
- 2 (two) units tug boats (see Note 10);
- Personal Guarantee of Sugiman Layanto (President
Director);
- Escrow account (see Note 11).
Wintermar shall give notice to Bangkok Bank among others
of any and all matters to be adopted in SGM which may
effect the terms and conditions provided for in this credit
agreement. Wintermar shall not, unless Wintermar has
obtained the prior written consent of the Bank among others ,
apply to any tribunal or authority for any administrator,
receiver, liquidator or trustee to be appointed for any part the
Wintermar’s assets.
d. PT Bank UOB Buana (Bank UOB) d. PT Bank UOB Buana (Bank UOB)
Berdasarkan Akta Notaris No. 39 tanggal 16 Juni 2009
dari Notaris Sulistyaningsih, SH, Perusahaan
memperoleh fasilitas kredit investasi empat (4) tahun dari
Bank UOB dengan batas kredit sebesar USD 995,000,
dikenakan tingkat suku bunga 7% per tahun.
Pada 30 Juni 2010 dan 31 Desember 2009, saldo
pinjaman ini adalah USD 773,049.23 dan
USD 885,284.67 atau ekuivalen dengan Rp 7.021.606
dan Rp 8.321.676.
Berdasarkan Akta Notaris No. 40 tanggal 16 Juni 2009
dari Notaris Sulistyaningsih, SH, Perusahaan
memperoleh fasilitas kredit investasi empat (4) tahun
dari Bank UOB dengan batas kredit sebesar
USD 517,000, dikenakan tingkat suku bunga 7%.
Pada 30 Juni 2010 dan 31 Desember 2009, saldo
pinjaman ini adalah USD 401,672.86 and
USD 459,987.96 atau ekuivalen dengan Rp 3.648.395
dan Rp 4.323.887.
Based on Notarial Deed No. 39 dated June 16, 2009 of
Sulistyaningsih, SH, the Company obtained a four (4)
years investment loan facility from Bank UOB with
maximum limit of USD 995,000, bears annual interest rate
of 7%.
As of June 30 and December 31, 2009, the balance of this
loan is USD 773,049.23 and USD 885,284.67 or
equivalent to Rp 7.021.606 and Rp 8,321,676.
Based on Notarial Deed No. 40 dated June 16, 2009 of
Sulistyaningsih, SH, the Company obtained a four (4)
years investment loan facility from Bank UOB with
maximum limit of USD 517,000, bears annual interest
rate of 7%.
As of June 30, 2010 and December 31, 2009, the
balance of this loan is USD 401,672.86 and
USD 459,987.96 or equivalent to Rp 3,648,395 and
Rp 4,323,887.
d1/November 16, 2010 48 Paraf:
223

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Berdasarkan Akta Notaris No. 41 tanggal 16 Juni 2009
dari Notaris Sulistyaningsih, SH, Perusahaan
memperoleh fasilitas kredit investasi lima (5) dari Bank
UOB dengan batas kredit sebesar Rp 5.500.000,
dikenakan tingkat suku bunga 13,5% per tahun.
Pada 30 Juni 2010 dan 31 Desember 2009, saldo
pinjaman ini adalah Rp 3.138.077 dan Rp 1.650.000.
Fasilitas-fasilitas tersebut dijamin dengan:
- Sertifikat Hak Guna Bangunan No. 513/Sukabumi
Selatan seluas 512 m2 atas nama Perusahaan;
- 2 (dua) unit kapal motor (lihat Catatan 10);
- Jaminan pribadi Sugiman Layanto (Pemegang Saham
Perusahaan).
- Jaminan Perusahaan PT Wintermar
Perusahaan tidak diperkenankan untuk melakukan hal-hal
tersebut di bawah ini tanpa persetujuan tertulis dahulu
dari Bank UOB antara lain untuk:
- Menggadaikan saham, menerbitkan saham dan efek;
- Melakukan penggabungan, pemisahan, perubahan
struktur Perusahaan;
- Mengubah kepemilikan Perusahaan.
Based on Notarial Deed No. 41 dated June 16, 2009 of
Sulistyaningsih, SH, the Company obtained a five (5)
years investment loan facility from Bank UOB with
maximum limit of Rp 5,500,000, bears annual interest
rate of 13.5%.
As of June 30, 2010 and December 31, 2009, the
balance of this loan is Rp 3,138,077 dan Rp 1,650,000.
These facilities are secured by:
- Certificate of Building Right Title No. 513/Sukabumi
Selatan with area of 512 sqm under the Company’s
name.
- 2 (two) units of tug boats (see Note 10);
- Personal guarantee of Sugiman Layanto (the
Company’s Shareholders).
- Corporate guarantee of PT Wintermar
The Company prohibited to the following by without its prior
consent from Bank UOB among others to:
- Mortgage shares, issuing shares and securities;
- Merger, spin off, change in the Company structure;
- Change ownership of the Company.
e. PT Bank Negara Indonesia Tbk (BNI) e. PT Bank Negara Indonesia Tbk (BNI)
Wintermar
Berdasarkan perjanjian kredit No. 07.094 tanggal 28 Juni
2007, Wintermar memperoleh fasilitas kredit investasi dari
BNI dengan batas kredit sebesar USD 2,300,000, dikenakan
tingkat suku bunga 8,5% per tahun dan dan pelunasannya
akan dicicil mulai tahun 2007 sampai dengan 2012.
Pada 30 Juni 2010, 31 Desember 2009, 2008 dan 2007,
saldo pinjaman ini adalah USD 920,000, USD 1,150,000.04,
USD 1,610,000.04 dan USD 2,157,971.16 atau ekuivalen
dengan Rp 8.356.360, Rp 10.810.000, Rp 17.629.500 dan
Rp 20,325,930.
Fasilitas pinjaman ini dijamin dengan tanah dan bangunan
atas nama Muriani (Presiden Komisaris Wintermar), 6 unit
kapal motor tunda (lihat Catatan 10), piutang usaha sebesar
Rp 14.985.000 (lihat Catatan 4) dan jaminan pribadi dari
Direktur Utama Wintermar.
Wintermar tidak diperkenankan untuk melakukan hal-hal
tersebut di bawah ini tanpa persetujuan tertulis dahulu dari
BNI, antara lain untuk:
i) Melakukan merger dengan perusahaan lain;
ii) Mengubah bentuk atau status hukum, mengubah
anggaran dasar, memindahtangankan saham baik
antar pemegang saham maupun kepada pihak lain;
iii) Membubarkan Perusahaan dan mengajukan pailit; dan
iv) Mengubah susunan pengurus Perusahaan.
Wintermar
Based on credit agreement No. 07.094 dated June 28, 2007,
Wintermar obtained investment loan facility from BNI with
maximum limit of USD 2,300,000, bears annual interest rate
of 8.5% and with installment repayments beginning from year
2007 to 2012.
As of June 30, 2010, December 31, 2009, 2008 and 2007,
the respective balances of this loan were USD 920,000,
USD 1,150,000.04, USD 1,610,000.04 and
USD 2,157,971.16 or equivalent to Rp 8,356,360,
Rp 10,810,000, Rp 17,629,500 and Rp 20,325,930.
This facility is secured by land and building under the name
of Muriani (Wintermar’s President Commissioner), 6 units tug
boats (see Note 10), accounts receivable amounting to
Rp 14,985,000 (see Note 4) and personal guarantee of
Wintermar’s President Director.
Wintermar is required to comply with several restrictions.
Among others, to obtain prior written approval from BNI,
among others to:
i) Conduct business mergers with other companies;
ii) Alter the form of or the legal status, amend the
company’s article of association, transfer the stock
among shareholders or with another party;
iii) Liquidate the Company and declare bankruptcy; and
iv) Change the composition of the Company’s
management.
d1/November 16, 2010 49 Paraf:
224

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
f. PT Bank DBS Indonesia (DBS) f. PT Bank DBS Indonesia (DBS)
Wintermar
Berdasarkan Akta Notaris No. 16 tanggal 17 November 2005
dari Veronica Nataadmadja, SH, yang telah diubah dengan
surat addendum pertama No. 61/AD-PKPH-DBSI/V/2006
tanggal 2 Mei 2006, Wintermar memperoleh fasilitas
pinjaman dari DBS dengan batas kredit sebesar
USD 3,000,000 yang dibagi menjadi tiga fasilitas pinjaman
dengan rincian sebagai berikut:
a. Fasilitas Pinjaman Berjangka I a. Term Loan Facility I
Merupakan pinjaman jangka panjang dengan batas kredit
sebesar USD 712,500, dikenakan tingkat bunga tahunan
sebesar 8,64% dan akan jatuh tempo pada
26 Februari 2010. Pinjaman ini telah dilunasi pada bulan
Februari 2010.
Pada 31 Desember 2009, 2008 dan 2007, saldo
pinjaman ini adalah USD 29,687.50, USD 207,812.50
dan USD 385,937.50 atau ekuivalen dengan
Rp 279.063, Rp 2.275.547 dan Rp 3.635.145.
b. Fasilitas Pinjaman Berjangka II b. Term Loan Facility II
Merupakan pinjaman jangka panjang dengan batas kredit
sebesar USD 600,000, dikenakan tingkat bunga tahunan
sebesar 8,64% dan akan jatuh tempo pada
2 Maret 2010. Pinjaman ini telah dilunasi pada bulan
Maret 2010.
Pada 31 Desember 2009, 2008 dan 2007, saldo
pinjaman ini adalah USD 37,500, USD 187,500 dan
USD 337,500 atau ekuivalen dengan Rp 352.500,
Rp 2.053.125 dan Rp 3.178.912.
c. Fasilitas Pinjaman Berjangka III c. Term Loan Facility III
Merupakan pinjaman jangka panjang dengan batas kredit
sebesar USD 1,687,500, dikenakan tingkat bunga
tahunan sebesar 8,64% dan akan jatuh tempo pada
2 Januari 2010. Pinjaman ini telah dilunasi pada bulan
Januari 2010.
Pada 31 Desember 2009, 2008 dan 2007, saldo
pinjaman ini adalah USD 35,156.25, USD 457,031.25
dan USD 878,906.25 atau ekuivalen dengan
Rp 330.469, Rp 5.004.492 dan Rp 8.278.418.
Fasilitas-fasilitas tersebut dijamin dengan:
- Sertifikat Hak Guna Bangunan No. 4271/Jelambar
seluas 923 m2 atas nama Muriani (Presiden
Komisaris Wintermar);
- 5 (lima) unit kapal motor tunda (lihat Catatan 10);
- Escrow account (lihat Catatan 11);
- Jaminan pribadi Sugiman Layanto, Darmawan
Layanto dan Nely Layanto (Pengurus dan
Pemegang Saham Wintermar).
Wintermar
Based on Notarial Deed No. 16 dated November 17, 2005 of
Veronica Nataadmadja, SH, which have been amended by
First Amendement No. 61/AD-PKPH-DBSI/V/2006 dated
May 2, 2006, Wintermar obtained several loan facilities from
DBS with maximum limit of USD 3,000,000 which divided
into three loan facilities with details as follows:
Consist of a long term loan with maximum limit of
USD 712,500, bears annual interest rate of 8.64% and
due on February 26, 2010. This loan has been fully paid in
February 2010.
As of December 31, 2009, 2008 and 2007, the balance of
this loan is USD 29,687.50, USD 207,812.50 and
USD 385,937.50, equivalent to Rp 279,063,
Rp 2,275,547 and Rp 3,635,145.
Consist of a long term loan with maximum limit of
USD 600,000, bears annual interest rate of 8.64% and
due on March 2, 2010. This loan has been fully paid in
March 2010.
As of December 31, 2009, 2008 and 2007, the balance of
this loan is USD 37,500, USD 187,500 and USD 337,500,
equivalent to Rp 352,500, Rp 2,053,125 and
Rp 3,178,912.
Consist of a long term loan with maximum limit of
USD 1,687,500, bears annual interest rate of 8.64% and
due on January 2, 2010. This loan has been fully paid in
January 2010.
As of December 31, 2009, 2008 and 2007, the balance of
this loan is USD 35,156.25, USD 457,031.25 and
USD 878,906.25, equivalent to Rp 330,469, Rp 5,004,492
and Rp 8,278,418.
These facilities are secured by:
- Certificate of Building Right Title No. 4271/Jelambar with
area of 923 sqm under the name of Muriani (Wintermar’s
President Commissioner);
- 5 (five) units of tug boats (see Note 10);
- Escrow account (see Note 11);
- Personal guarantee of Sugiman Layanto, Darmawan
Layanto and Nely Layanto (Wintermar’s Management and
Shareholders).
d1/November 16, 2010 50 Paraf:
225

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Wintermar tidak diperkenankan untuk melakukan hal-hal
tersebut di bawah ini tanpa persetujuan tertulis dahulu
dari DBS antara lain untuk:
i) Mengubah anggaran dasar, susunan direksi,
komisaris dan pemegang saham;
ii) Menjual saham Perusahaan ke bursa saham lokal
dan internasional; dan
iii) Membagikan laba dan membayar dividen.
Wintermar is required to comply with several restriction
among others, the Company is required to obtain prior
written approval from DBS among others to:
i) Amend the company’s article of association,
composition of directors, coomissioner and
shareholders;
ii) Issuing the Company’s shares to local or international
stock exchange; and
iii) Distribute and pay dividend.
g. PT Bank OCBC NISP Tbk (NISP) g. PT Bank OCBC NISP Tbk (NISP)
Arial
Berdasarkan Surat Persetujuan Kredit No. 430/PLG/-
MO/VII/05 tanggal 26 Juli 2005 yang telah diperbaharui Akta
Notaris Heniwati Ridwan, SH No. 9 tanggal 3 Agustus 2005,
Arial memperoleh fasilitas pinjaman berjangka empat (4)
tahun dari NISP dengan batas kredit USD 875,000,
dikenakan tingkat suku bunga 6,5% per tahun.
Pada 31 Desember 2008 saldo pinjaman adalah
USD 165,841.66 atau ekuivalen dengan Rp 1.815.966.
Pinjaman ini telah dilunasi seluruhnya pada tahun 2009.
Fasilitas pinjaman ini dijamin dengan 1 unit kapal motor
tunda (lihat Catatan 10).
Arial
Based on Approval Credit Letter No. 430/PLG/-MO/VII/05
dated July 26, 2005 which have been amended with Notarial
Deed of Heniwati Ridwan, SH No. 9 dated August 3, 2005,
Arial obtained four (4) year term loan facility from NISP with
maximum limit of USD 875,000, bears annual interest rate of
6.5%.
As of December 31, 2008, the balance of this loan
amounting to USD 165,841.66 or equivalent to
Rp 1,815,966. The loan has fully paid in 2009.
This facility is secured by 1 unit tug boat (see Note 10).
16. Hutang Sewa Pembiayaan 16. Lease Payables
2010 2009 2008 2007
Rp Rp Rp Rp
Pembayaran yang Jatuh Tempo Tahun Payments Due for the Year
2008 -- -- -- 7,708,623 2008
2009 -- -- 17,570,412 2,429,537 2009
2010 6,408,804 14,138,427 16,428,922 1,417,230 2010
2011 12,202,221 12,750,874 14,827,040 -- 2011
2012 10,634,498 10,940,951 12,735,418 -- 2012
Jumlah 29,245,523 37,830,252 61,561,792 11,555,390 Total
Bunga (3,567,721) (5,330,172) (10,930,800) (874,141) Interest
Nilai Kini Pembayaran Present Value of
Minimum Sewa Pembiayaan 25,677,801 32,500,080 50,630,992 10,681,249 Minimum Lease Payment
Bagian Jatuh Tempo dalam Satu Tahun 10,202,597 11,162,541 12,773,345 7,149,928 Current Portion
Jumlah Bagian Tidak Lancar 15,475,204 21,337,539 37,857,647 3,531,321 Total Non Current Portion
a. PT Orix Indonesia Finance a. PT Orix Indonesia Finance
Berdasarkan Perjanjian Leasing No. L05J04734S tanggal
16 Juni 2006, Wintermar mengadakan perjanjian sewa
pembiayaan kapal dengan PT Orix Indonesia Finance,
dengan hak opsi untuk membeli kapal tersebut pada akhir
perjanjian sewa pembiayaan.
Jangka waktu hutang sewa pembiayaan ini selama 4 (empat)
tahun, dengan pembayaran bulanan dan tingkat bunga
sebesar Orix Cost of Fund + 3% untuk tahun 2010, 2009,
2008 dan 2007, dan dijamin dengan kapal yang disewa.
Based on Lease Agreement No. L05J04734S dated June
16, 2006, Wintermar entered into finance lease agreement
of vessel with PT Orix Indonesia Finance with the option to
purchase the vessel at the end of lease agreement.
The lease period is 4 (four) years with the monthly
installment and interest rate based on Orix Cost of Fund
+3% for the year 2010, 2009, 2008 and 2007, and secured
by the same leased vessel.
d1/November 16, 2010 51 Paraf:
226

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Pada 30 Juni 2010 dan 31 Desember 2009 , 2008 dan 2007,
saldo hutang ini adalah masing-masing sebesar
USD 20,953.53, USD 143,939.32, USD 374,916.68 dan
USD 589,009 atau ekuivalen dengan Rp 190.321,
Rp 1.353.030, Rp 4.105.338 dan Rp 5.519.620.
Atas perjanjian leasing ini Wintermar tidak diperkenankan
antara lain untuk:
i) menyewakan, menyewagunausahakan, menjaminkan,
menjual atau mengalihkan kapal serta hak dan
kewajiban berdasarkan perjanjian leasing;
ii) melakukan suatu perubahan baik itu penambahan
ataupun pengurangan pada kapal atau bagiannya tanpa
persetujuan tertulis lessor.
b. PT PANN Multifinance b. PT PANN Multifinance
Berdasarkan Akta Notaris Poerbaningsih Adi Warsito, SH
No. 70, 74, 79 dan 84 tanggal 26 September 2007, Arial
mengadakan perjanjian sales and leaseback atas 3 (tiga) unit
kapal yaitu SMS 2302, OB Petro Badak dan SMS Arial dan
capital lease atas kapal TB Bintang Sebatik dengan PT PANN
Multifinance untuk jangka waktu 5 tahun dengan tingkat
bunga 9,5% per tahun.
Pada 30 Juni 2010, 31 Desember 2009 dan 2008, saldo
hutang ini adalah masing-masing sebesar
USD 2,806,064, USD 3,313,516, USD 4,248,918 dan
USD 4,761,674 atau ekuivalen dengan Rp 25.487.480,
Rp 31.147.050 dan Rp 46.525.655.
Hutang sewa pembiayaan ini dijamin dengan deposito
berjangka masing-masing sebesar USD 397,962 dan
USD 313,962 pada 31 Desember 2009 dan 2008 (lihat
Catatan 8) dan jaminan pribadi Johnson Williang Sutjipto
(Direktur dan pemegang saham Arial).
Atas perjanjian leasing ini Arial tidak diperkenankan antara
lain untuk:
i) menjual saham kepada pihak yang bukan pemegang
saham yang ada;
ii) menjual perusahaan;
iii) mengganti pengurus perusahaan;
iv) menjaminkan kapal yang diperoleh dari leasing ini; dan
v) menyewakan kembali kapal serta hak dan kewajiban
berdasarkan perjanjian leasing tanpa persetujuan tertulis
lessor
As of June 30, 2010 and December 31, 2009 and 2008, the
balance of this payable are USD 20,953.53,
USD 143,939.32, USD 374,916.68 and USD 586,009,
equivalent to Rp 190,321, Rp 1,353,030 and
Rp 4,105,338 and 5,519,620.
According to this lease agreement, Wintermar does not
allowed, among other to:
i) rent, lease, pledge, sell or transfer the vessel and the
rights and obligations under the lease agreement;
ii) make a change in either the addition or reduction in
the vessel or parts thereof without obtain written
consent from lessor.
Based on Notarial Deed of Poerbaningsih Adi Warsito, SH
Nos. 70, 74, 79 and 84 dated September 26, 2007, Arial
entered into sales and leaseback agreement with PT PANN
Multifinance of 3 (three) unit vessels which consist of SMS
2302, OB Petro Badak and SMS Arial and capital lease of
vessel TB Bintang Sebatik for the period of 5 years with
9.5% annual interest rate.
As of June 30, 2010, December 31, 2009 and 2008, the
balances of this payable are USD 2,806,064
USD 3,313,516, USD 4,248,918 and USD 4,761,674,
equivalent to Rp 25,487,480, Rp 31,147,050, and
Rp 46,525,655, respectively.
This lease payable is secured by time deposits amounted to
USD 397,962 and USD 313,962 (see Note 8) as of
December 31, 2009 and 2008, respectively and personal
guarantee of Johnson Williang Sutjipto (Arial’s Director and
shareholder).
According to this lease agreement, Arial does not allowed,
among other to:
i) sell shares to the parties who are not the existing
shareholders
ii) sell the company;
iii) change management;
iv) collateral vessels obtained from this leasing; and
v) sublease the vessels and the rights and obligations
under the lease agreement without obtain written
consent from lessor
c. PT Clipan Finance Indonesia Tbk c. PT Clipan Finance Indonesia Tbk
Pada tahun 2005, Sentosa, perusahaan anak, mengadakan
perjanjian sales and leaseback atas 1 (satu) unit kapal motor
yaitu Petro Perkasa dengan PT Clipan Finance Tbk untuk
jangka waktu 3 tahun dengan tingkat bunga 10% per tahun.
In 2005, Sentosa, a subsidiary, entered into sales and
leaseback agreement of 1 (one) unit of tug boat which is
Petro Perkasa with PT Clipan Finance Tbk for the period of
3 years with annual interest rate of 10%.
d1/November 16, 2010 52 Paraf:
227

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Pada 31 Desember 2007, saldo hutang ini adalah
USD 504,737.78 atau ekuivalen dengan Rp 4.754.125 dan
telah dilunasi pada bulan Desember 2008.
As of December 31, 2007, the balance of this payable is
USD 504,737.78 or equivalent to Rp 4,754,125 and has
been settled in December 2008.
d. PT Buana Finance Indonesia Tbk d. PT Buana Finance Indonesia Tbk
Pada tahun 2005, Sentosa mengadakan perjanjian sales and
leaseback atas 1 (satu) unit kapal motor tunda TB SDS 28
dengan PT Buana Finance Tbk untuk jangka waktu 3 tahun
dengan tingkat bunga 9% per tahun.
Pada 31 Desember 2007, saldo pinjaman ini adalah
USD 43,264 atau ekuivalen dengan Rp 407.504 dan telah
dilunasi pada bulan Desember 2008.
In 2005, Sentosa entered into sales and leaseback
agreement of 1 (one) unit of tug boat which is TB SDS 28
with PT Buana Finance Tbk for the term of 3 years with
annual interest rate of 9%.
As of December 31, 2007, the balance of these payable is
USD 43,264 or equivalent to Rp 407,504 and has been
settled in December 2008.
17. Keuntungan (Kerugian) Ditangguhkan atas 17. Deferred Gain (Loss) from Sale and
Transaksi Jual dan Sewa – Balik - Aset Leaseback Transactions of Fixed Assets – Net
Tetap - Bersih
Akun ini merupakan akun keuntungan ditangguhkan atas
penjualan aset tetap dalam rangka transaksi jual dan sewa-balik
aset tetap dari Sentosa di tahun 2007.
Pada tahun 2009, tidak ada penambahan baru. Penambahan
pada tahun 2008 berasal dari PT Arial Niaga Nusantara (Arial),
perusahaan anak yang dikonsolidasi mulai tahun 2008.
2010 2009 2008 2007
Rp Rp Rp Rp
This account consists of deferred gain arising from sales of
fixed assets related to sales and leaseback transaction of
Sentosa at 2007.
There is no new addition in 2009. Addition in 2008 originated
from PT Arial Niaga Nusantara (Arial), a subsidiary which is
consolidated starting from 2008.
Harga Jual 27,505,250 27,505,250 27,505,250 27,505,250 Selling Price
Penambahan dari Arial 12,229,788 12,229,788 12,229,788 -- Addition from Arial
39,735,038 39,735,038 39,735,038 27,505,250
Jumlah Tercatat Aset Tetap 36,586,609 36,586,609 36,586,609 36,586,609 Carrying Value of Fixed Assets
Penambahan dari Arial 12,118,262 12,118,262 12,118,262 -- Addition from Arial
48,704,871 48,704,871 48,704,871 36,586,609
Laba Ditangguhkan (8,969,833) (8,969,833) (8,969,833) (9,081,359) Deferred Gain
Amortisasi: Amortization:
Saldo Awal (9,051,773) (9,074,079) (1,625,453) (1,013,753) Beginning Balance
Penambahan dari Arial -- -- 5,357 -- Addition from Arial
Amortisasi Tahun Berjalan 11,152 22,305 (7,453,983) (611,700) Current Year Amortization
Saldo Akhir (9,040,621) (9,051,773) (9,074,079) (1,625,453) Ending Balance
Jumlah 70,788 81,940 104,246 (7,455,907) Total
d1/November 16, 2010 53 Paraf:
228

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Berikut rincian laba ditangguhkan untuk masing-masing kapal: The details of deferred gain on respective vessels are as
follows:
2010 2009 2008 2007
Rp Rp Rp Rp
Sentosa Sentosa
Petro Perkasa (6,546,697) (6,546,697) (6,546,697) (6,546,697) Petro Perkasa
SMS 1805, 1806 dan 1808 (1,973,182) (1,973,182) (1,973,182) (1,973,182) SMS 1805, 1806 and 1808
SDS 28 (561,480) (561,480) (561,480) (561,480) SDS 28
Arial Arial
Petro Badak (506,495) (506,495) (506,495) -- Petro Badak
SMS Arial 1,775,710 1,775,710 1,775,710 -- SMS Arial
SMS 2302 (1,157,689) (1,157,689) (1,157,689) -- SMS 2302
Laba ditanguhkan (8,969,833) (8,969,833) (8,969,833) (9,081,359) Deferred Gain
Laba ditangguhkan di atas diamortisasi selama masa sewa
(sebelum 1 Januari 2008, laba atau rugi tersebut
diamortisasi selama masa manfaat ekonomis aset).
Deferred gains above are amortized over the lease term
(before January 1, 2008, gain or losses are amortized
over the remaining usefull life of the assets).
18. Kewajiban Diestimasi atas Imbalan Kerja 18. Estimated Liabilites on Employee Benefits
Program Pensiun
Pada tanggal 2 Oktober 2006, Perusahaan dan perusahaan
anak menyelenggarakan program pensiun iuran pasti dengan
menandatangani Perjanjian Pemanfaatan Layanan Program
Pensiun dengan Dana Pensiun Lembaga Keuangan (DPLK)
PT Bank Negara Indonesia Tbk, yang masa berlaku selama
3 (tiga) tahun dan dapat diperpanjang. Program pensiun ini telah
disetujui oleh Menteri Keuangan Republik Indonesia dalam
Surat Keputusan No. KEP-1100/KM.17/1998 tanggal
23 November 1998. Beban iuran pensiun yang dibebankan pada
tahun-tahun yang berakhir pada 30 Juni 2010, 31 Desember
2009, 2008 dan 2007masing-masing sebanyak Rp 43.450,
Rp 87.925, Rp 55.650 dan Rp 49.775.
Perusahaan dan perusahaan anak menghitung dan
membukukan beban dan kewajiban imbalan kerja berdasarkan
Undang-undang Ketenagakerjaan No. 13 tahun 2003.
Asumsi aktuaria yang digunakan oleh PT Dayamandiri
Dharmakonsilindo, aktuaris independen, dalam menentukan
beban dan kewajiban imbalan kerja adalah sebagai berikut:
Pension Program
On October 2, 2006, the Company and subsidiaries provided a
defined contribution pension program by entering into the
Agreement of Utilisation of Pension Program Service with the
Financial Institution Pension Fund (DPLK) PT Bank Negara
Indonesia Tbk , which will be valid over 3 (three) years and can
be rolled over. This pension program had been approved by
the Minister of Finance of Republic of Indonesia in his Decree
No. KEP-1100/KM.17/1998 dated November 23, 1998. The
total contribution charged for the period/years ended June 30,
2010 and December 31, 2009, 2008 and 2007 amounted to
Rp 43,450, Rp 87,925, Rp 55,650 and Rp 49,775, respectively.
The Company and subsidiaries calculated and recorded the
employee benefits cost and liabilities based on Labor Law
No. 13 year 2003.
The actuarial assumptions used by PT Dayamandiri
Dharmakonsilindo, independent actuary, in measuring expense
and employee benefit liabilities are as follows:
Estimasi Kenaikan Gaji Dimasa Datang
10% (2009: 10%; 2008: 9%; 2007:12%)
per tahun/per annum
Estimated Future Salary Increase
Tingkat Diskonto
8.5% (2009: 10.6%; 2008: 12%; 2007:10%)
per tahun/per annum
Discount Rate
Tingkat Cacat 10 % per tahun dari tingkat mortalitas/per
annum from mortality rate
Disability Rate
Tingkat Pengunduran Diri 1% per tahun (linear) /per annum (linear) Resignation Rate
Tingkat Pensiun Dipercepat 1% per tahun/per annum Early Retirement Rate
Metode Projected Unit Credit Method
d1/November 16, 2010 54 Paraf:
229

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Beban imbalan kerja yang diakui di laporan laba rugi adalah
sebagai berikut:
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Employee benefit cost which recognized in the statements of
income is as follows:
Beban Jasa Kini 575,432 875,340 560,905 824,745 Current Service Cost
Beban Bunga 392,641 637,517 759,901 573,070 Interest Cost
Kerugian (Keuntungan) Aktuarial - Bersih (144,799) (50,695) 35,158 50,313 Actuarial (Gain) Loss - Net
Penyesuaian Manfaat Karyawan -- -- -- Employee Benefit Adjustment
Tahun Berjalan 1,200 99,085 (33,794) (20,240) for Current Year
Jumlah 824,474 1,561,247 1,322,170 1,427,888 Total
Mutasi kewajiban diestimasi imbalan kerja di neraca adalah
sebagai berikut:
2010 2009 2008 2007
Rp Rp Rp Rp
Changes of estimated liabilities on employee benefits in the
balance sheets is as follows:
Saldo Awal Tahun 8,707,683 7,449,831 6,599,873 5,214,454 Balance at Beginning of the Year
Saldo Awal Kewajiban Perusahaan Anak Subsidiaries' Beginning Balance
Pada Saat Dikonsolidasi -- -- 143,285 -- At the Time of Consolidation
Beban Tahun Berjalan 824,474 1,561,247 1,322,170 1,427,888 Current Year Expenses
Koreksi Saldo Awal (70) Correction of Past Service Cost
Pembayaran Manfaat (42,951) (303,395) (615,497) (42,469) Payment of Benefit
Saldo Akhir Tahun 9,489,136 8,707,683 7,449,831 6,599,873 Balance at End of the Year
19. Hak Minoritas atas Aset Bersih 19. Minority Interest in Net Assets
Perusahaan Anak of Subsidiaries
Akun ini merupakan hak pemegang saham minoritas atas aset
bersih perusahaan anak yang dikonsolidasi.
This account represents the equity interest of minority
shareholders in the net asset of consolidated subsidiaries.
20. Modal Saham 20. Capital Stock
Susunan pemegang saham Perusahaan pada tanggal 30 Juni
2010, 31 Desember 2009 dan 2008 adalah sebagai berikut:
Composition of shareholders of the Company as of June 30,
2010 and December 31, 2009 and 2008 is as follows:
Jumlah
2010 dan/and 2009
Persentase Jumlah
Saham/ Pemillikan/ Modal Saham/
Number of Percentage of Total Capital
Shares Ownership
Pemegang Saham % Rp Shareholders
PT Wintermarjaya Lestari 54,040 43.92 54,040,000 PT Wintermarjaya Lestari
PT Dwiprimajaya Lestari 31,206 25.36 31,206,000 PT Dwiprimajaya Lestari
PT Ramanda Daminathan 30,800 25.03 30,800,000 PT Ramanda Daminathan
Sugiman Layanto, Direktur Utama 3,500 2.84 3,500,000 Sugiman Layanto, President Director
Nely Layanto, Direktur 3,500 2.84 3,500,000 Nely Layanto, Director
Jumlah 123,046 100.00 123,046,000 Total
d1/November 16, 2010 55 Paraf:
230

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Jumlah
2008
Persentase Jumlah
Saham/ Pemillikan/ Modal Saham/
Number of Percentage of Total Capital
Shares Ownership
Pemegang Saham % Rp Shareholders
PT Wintermarjaya Lestari 3,860 43.92 3,860,000 PT Wintermarjaya Lestari
PT Dwiprimajaya Lestari 2,229 25.36 2,229,000 PT Dwiprimajaya Lestari
PT Wintermar 2,200 25.03 2,200,000 PT Wintermar
Sugiman Layanto 250 2.84 250,000 Sugiman Layanto
Nely Layanto 250 2.84 250,000 Nely Layanto
Jumlah 8,789 100.00 8,789,000 Total
Jumlah
2007
Persentase Jumlah
Saham/ Pemillikan/ Modal Saham/
Number of Percentage of Total Capital
Pemegang Saham
Shares Ownership
%
Rp Shareholders
PT Wintermarjaya Lestari 3,860 72.98 3,860,000 PT Wintermarjaya Lestari
PT Wintermar 500 9.45 500,000 PT Wintermar
PT Dwiprimajaya Lestari 429 8.11 429,000 PT Dwiprimajaya Lestari
Sugiman Layanto 250 4.73 250,000 Sugiman Layanto
Nely Layanto 250 4.73 250,000 Nely Layanto
Jumlah 5,289 100.00 5,289,000 Total
Berdasarkan Akta Notaris Pernyataan Keputusan Pemegang
Saham Perusahaan No. 25 tanggal 13 Juni 2008 dari Noerbaety
Ismail, SH, M.Kn., para pemegang saham menyetujui
peningkatan modal ditempatkan dan disetor sebanyak 3.500
saham atau sebesar Rp 3.500.000 yang seluruhnya diambil dan
disetor penuh oleh PT Dwiprimajaya Lestari dan
PT Wintermar masing-masing sebesar Rp 1.800.000 dan
Rp 1.700.000.
Berdasarkan Akta Pernyataan Rapat Umum Pemegang Saham
Luar Biasa No. 16 tanggal 22 Mei 2009 dari Noerbaety Ismail,
SH, M.Kn., para pemegang saham menyetujui peningkatan
modal dasar menjadi 492.184 lembar saham dan penambahan
ditempatkan dan disetor sebanyak 114.257 lembar saham
dengan cara konversi dividen tahun 2008 menjadi saham baru.
Dividen saham tersebut dibagi secara proporsional berdasarkan
persentase kepemilikan saham. Perubahan anggaran dasar ini
telah memperoleh persetujuan Menteri Hukum dan Hak Asasi
Manusia Republik Indonesia pada tanggal 11 September 2009.
Based on the Company’s Shareholders’ Decision Deed No.25
dated June 13, 2008 by Noerbaety Ismail, SH, M.Kn., the
shareholders resolved to increase the issued and paid in capital
of 3,500 shares or amounted to Rp 3,500,000 which have been
subscribed and paid by PT Dwiprimajaya Lestari and
PT Wintermar amounted to Rp 1,800,000 and
Rp 1,700,000, respectively.
Based on Deed of Statement of Extraordinary Shareholders'
General Meeting No. 16 dated May 22, 2009 from Noerbaety
Ismail, SH, M.Kn., the shareholders resolved to increase the
authorized capital to 492,184 shares and the issued and paidup
capital by 114,257 shares by conversion of 2008’s dividends
into new shares. Stock dividends are distributed proportionally
based on the percentage of stock ownership. This amendment
of Article of Association has been approved by the Minister of
Law and Human Rights of Republic of Indonesia on September
11, 2009.
d1/November 16, 2010 56 Paraf:
231

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Rincian pembagian dividen saham adalah sebagai berikut: The detail of stock dividend distribution is as follows:
Pemegang Saham Jumlah Saham/ Dividen Saham/ Shareholders
Numbers of shares Stock Dividend
PT Wintermarjaya Lestari 50,180 50,180,000 PT Wintermarjaya Lestari
PT Dwiprimajaya Lestari 28,977 28,977,000 PT Dwiprimajaya Lestari
PT Wintermar 28,600 28,600,000 PT Wintermar
Sugiman Layanto 3,250 3,250,000 Sugiman Layanto
Nely Layanto 3,250 3,250,000 Nely Layanto
Jumlah 114,257 114,257,000 Total
Berdasarkan Resolusi Para Pemegang Saham Sebagai
Pengganti RUPS tanggal 14 September 2009 yang telah
dinyatakan dalam Akta No. 44 tanggal 30 September 2009 dari
Notaris Noerbaety Ismail SH, M.Kn., pemagang saham telah
menyetujui pengalihan 30.800 lembar saham milik PT Wintermar
kepada PT Ramanda Daminathan. Jual beli saham ini telah
dinyatakan dalam akta No. 45 tanggal 30 September 2009 dari
notaris yang sama. Perubahan anggaran dasar ini telah
memperoleh surat penerimaan pemberitahuan dari Menteri
Hukum dan Hak Asasi Manusia Republik Indonesia pada tanggal
19 Oktober 2009.
Berdasarkan Resolusi Para Pemegang Saham Sebagai
Pengganti RUPS tanggal 1 Desember 2009 yang telah
dinyatakan dalam Akta No. 05 tanggal 15 Desember 2009 dari
Notaris Noerbaety Ismail SH, M.Kn., pemegang saham telah
menyetujui pengeluaran saham dalam portepel sebanyak
283.440 lembar dengan nilai Rp 1.000.000 per lembar.
Pengeluaran saham dalam portepel tersebut dilakukan dengan
cara: (1) Setoran tunai sebanyak 94.440 lembar saham, yaitu
dari PT Wintermarjaya Lestari sebanyak 55.330 lembar saham,
PT Dwiprimajaya Lestari sebanyak 31.950 lembar saham,
Sugiman Layanto sebanyak 3.580 lembar saham dan Nely
Layanto sebanyak 3.580 lembar saham; dan (2) Pembagian
dividen saham interim sebanyak 189.000 lembar saham yang
terdiri dari PT Wintermarjaya Lestari sebanyak 83.006 lembar
saham, PT Dwiprimajaya Lestari sebanyak 47.933 lembar
saham, Sugiman Layanto sebanyak 5.376 lembar saham, Nely
Layanto sebanyak 5.376 lembar saham dan PT Ramanda
Daminathan sebanyak 47.309 lembar saham.
Perubahan anggaran dasar ini telah memperoleh surat
penerimaan pemberitahuan dari Menteri Hukum dan Hak Asasi
Manusia Republik Indonesia pada tanggal 8 Januari 2010.
d1/November 16, 2010 57 Paraf:
232
Rp
Based on the Resolution of Shareholders at the AGM on
September 14, 2009, and Deed No. 44 dated on September
30, 2009 by Notary Noerbaety Ismail SH, M.Kn., the
shareholders approved the sale of 30,800 shares owned by
PT Wintermar to PT Ramanda Daminathan. These purchase
and sale of shares have been stated in the Deed No. 45
September 30, 2009 from the same notary. This amendment
was approved by the Minister of Law and Human Rights of
Republic of Indonesia on October 19, 2009.
Based on the Resolution of Shareholders at the AGM on
December 1, 2009 and Deed No. 05 dated December 15, 2009
by Notary Noerbaety Ismail SH, M.Kn., the shareholders
approved the issue of shares amounting to 283,440 shares
with a value of Rp 1,000,000 per share.
The issue of shares (1) For cash, fully paid of 94,440 shares;
PT Wintermarjaya Lestari, 55,330 shares, PT Dwiprimajaya
Lestari, 31,950 shares, Sugiman Layanto, 3,580 shares and
Nely Layanto, 3,580 shares, and (2) Distribution of interim stock
dividend of 189,000 shares consist of PT Wintermarjaya Lestari
83,006 shares, PT Dwiprimajaya Lestari 47,933 shares,
Sugiman Layanto 5,376 shares, Nely Layanto 5,376 shares and
PT Ramanda Daminathan 47,309 shares.
This amendment was approved by the Minister of Law and
Human Rights of Republic of Indonesia on January 8, 2010.

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Berdasarkan Akta Keputusan Para Pemegang Saham
Perusahaan No. 27 tanggal 29 Maret 2010 dari Notaris
Noerbaety Ismail, SH, M.Kn., para pemegang saham
memutuskan, menyetujui dan menerima laporan manajemen
untuk melakukan revisi/perbaikan dan/atau pembatalan Resolusi
Para Pemegang Saham Sebagai Pengganti RUPS tanggal
1 Desember 2009. Pembatalan ini perlu dilakukan mengingat
adanya kesalahan perlakuan pembukuan atas laba ditahan
berdasarkan standar akuntansi keuangan Indonesia. Perubahan
anggaran dasar ini telah memperoleh surat persetujuan dari
Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
dengan surat keputusan No. AHU-27155.AH.01.02.Tahun 2010
pada tanggal 27 Mei 2010.
Based on Deed of the Company Shareholders' Decision No. 27
dated March 29, 2010 of Notary Noerbaety Ismail, SH, M.Kn.,
the shareholders resolve, approve and accept the report of
management to make revisions/amendments and/or
cancellation of Resolution of Shareholders in substitution of
AGM Meeting dated December 1, 2009. This cancellation was
to rectify error in the treatment of retained earnings based on
the Indonesian financial accounting standards. This
amendment was approved by Minister of Law and Human
Rights of Republic of Indonesia in his decree No. AHU-
27155.AH.01.02.Tahun 2010 on May 27, 2010.
21. Selisih Nilai Transaksi Restrukturisasi 21. Difference in Value Resulting from
Entitas Sepengendali Restructuring Transactions Between
Entities Under Common Control
Pada tanggal 31 Juli 2006, Perusahaan bergabung dengan
PT Samudera Swakarya Shipping (SSS). Penggabungan
usaha ini dilakukan dengan metode penyatuan kepentingan
(pooling of interest method) sesuai dengan Pernyataan
Standar Akuntansi Keuangan (PSAK) No.38 mengenai
“Akuntansi Restrukturisasi Entitas Sepengendali”.
Penggabungan usaha ini dilakukan dengan menerbitkan 3.000
saham Perusahaan atau sebesar Rp 3.000.000 dan nilai aset
bersih yang dapat diidentifikasi SSS adalah sebesar
Rp 1.674.961. Selisih lebih antara nilai saham yang diterbitkan
dengan nilai aset bersih SSS tanggal 31 Juli 2006 tersebut
sebesar Rp 1.325.039 dicatat sebagai selisih transaksi
restrukturisasi entitas sepengendali.
Sebagian selisih nilai transaksi restrukturisasi entitas
sepengendali di atas telah terealisasi di tahun 2009 sehubungan
dengan pelepasan seluruh saham milik PT Wintermar kepada
pihak lain yang bukan entitas sepengendali (lihat Catatan 20).
Realisasi tersebut sebesar Rp 662.519 disajikan sebagai bagian
beban lain-lain
Pada bulan Mei 2008, Perusahaan efektif menjadi pemegang
saham mayoritas di PT Sentosasegara Mulia Shipping (Sentosa)
dengan persentase kepemilikan 99,51% (lihat Catatan 1.c).
Selisih antara bagian kepemilikan Perusahaan atas aset bersih
Sentosa dengan biaya perolehan investasi yaitu sebesar
Rp 62.293.851 dicatat sebagai selisih nilai transaksi
restrukturisasi entitas sepengendali.
On July 31, 2006, the Company entered into a merger with
PT Samudera Swakarya Shipping (SSS). This merger was
exercised using the pooling of interest method according to
Statement of Financial Accounting Standards (SFAS) No. 38
concerning “Accounting for Restructuring of Entities Under
Common Control”. The merger was executed by issuing 3,000
Company’s shares amounting to Rp 3,000,000 and SSS’s
identifiable net asset value is amounting to
Rp 1,674,961. Excess in value of issued shares over SSSs’ net
asset value as of July 31, 2006 of Rp 1,325,039 is recorded as
difference in value resulting from restructuring transaction
between entities under common control.
Part of above difference in value resulting from restructuring
transactions between entities under common control was
realized in 2009 due to disposal of entire shares owned by
PT Wintermar to another party who are not regarded as an
entity under common control (see Note 20). The realization
amounted to Rp 662,519 and was presented as part of other
charges.
In May 2008, the Company effectively became controlling
shareholder of PT Sentosasegara Mulia Shipping (Sentosa)
with percentage ownership of 99.51% (see Note 1.c). The
excess between Company’s share on net asset value of
Sentosa and cost of investment amounted to
Rp 62,293,851 is recorded as Difference in Value Resulting
from restructuring transactions between entities under common
control.
d1/November 16, 2010 58 Paraf:
233

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Pada bulan Desember 2009, Perusahaan efektif menjadi
pemegang saham mayoritas di PT Wintermar (Wintermar)
dengan persentase kepemilikan 99,51% (lihat Catatan 1.c).
Selisih antara bagian kepemilikan Perusahaan atas aset bersih
Wintermar dengan biaya perolehan investasi yaitu sebesar
Rp 276.145.872 dicatat sebagai selisih nilai transaksi
restrukturisasi entitas sepengendali.
Transaksi perolehan Sentosa dan Wintermar di atas dicatat
dengan metode penyatuan kepemilikan sesuai dengan PSAK
No. 38 (Revisi 2004) tentang “Akuntansi Restrukturisasi Entitas
Sepengendali”. Selisih antara bagian kepemilikan Perusahaan
atas aset bersih Sentosa dan Wintermar dengan biaya
perolehan investasi dicatat sebagai Selisih Nilai Transaksi
Restrukturisasi Entitas Sepengendali.
Dalam menerapkan metode penyatuan kepemilikan, unsur-unsur
laporan keuangan dari entitas yang direstrukturisasi untuk
periode terjadinya restrukturisasi tersebut dan untuk periode
perbandingan yang diungkapkan, harus disajikan sedemikian
rupa seolah-olah entitas tersebut telah telah bergabung sejak
permulaan periode yang disajikan tersebut. Laporan keuangan
untuk tahun yang berakhir pada tanggal 31 Desember 2008 dan
2007 telah disajikan kembali pada tahun 2009 seolah-olah
transaksi restrukturisasi entitas sepengendali telah terjadi sejak
tanggal 1 Januari 2007. Bagian atas laba bersih Sentosa (2008
dan 2007) dan Wintermar (2009, 2008 dan 2007) sebelum
tanggal efektif disajikan sebagai “Penyesuaian Proforma” pada
laporan laba rugi konsolidasian untuk tahun yang berakhir pada
tanggal 31 Desember 2009, 2008 dan 2007. Sedangkan bagian
atas aset bersih Sentosa (2007) dan Wintermar (2008 dan 2007)
sebelum tanggal efektif disajikan sebagai “Proforma Modal Yang
Timbul dari Transaksi Restruturisasi Entitas Sepengendali pada
neraca Perusahaan per 31 Desember 2008 dan 2007.
In December 2009, the Company effectively became
controlling shareholder of PT Wintermar (Wintermar) with
percentage ownership of 99.51% (see Note 1.c). The excess
between Company’s share on net asset value of Wintermar
and cost of investment amounted to Rp 276,145,872 is
recorded as difference in value resulting from restructuring
transactions between entities under common control.
Acquisition transactions of Sentosa and Wintermar above are
accounted for pooling of interests method in accordance with
SFAS No. 38 (Revised 2004) concerning “Accounting for
Restructuring of Entities Under Common Control”. The
difference between the Company share of net assets of
Sentosa and Wintermar with the cost of investments is
recorded as Difference in Value Resulting from restructuring
transactions between entities under common control..
In applying the pooling of interests method, the elements of
financial statements of the restructured entities for the period of
restructuring and for the comparative periods disclosed, should
be presented in such a way as if the entities have been
consolidated since the beginning of the period presented. The
financial statements for the years ended December 31, 2008
and 2007 have been restated at 2009 as if the restructuring
transactions have occurred since January 1, 2007. Equity in
net income of Sentosa (2008 and 2007) and Wintermar (2009,
2008 and 2007) before the effective date is presented as a
"Pro Forma Adjustments" in the consolidated statements of
income for the years ended December 31, 2009, 2008 and
2007. While the share of net assets Sentosa (2007) and
Wintermar (2008 and 2007) before the effective date shown as
"Proforma Capital Arising from Restructuring Transactions
Between Entities Under Common Control on the balance sheet
as of December 31, 2008 and 2007.
22. Dividen 22. Dividend
a. Dividen Tunai a. Cash Dividend
Berdasarkan Resolusi Para Sebagai Pengganti RUPS
Perusahaan yang ditandatangani pada tanggal 21 dan 24 Mei
2010, para pemegang saham menyetujui pembagian dividen
tunai kepada PT Dwiprimajaya Lestari, PT Wintermarjaya
Lestari dan PT Ramanda Daminathan masing-masing
sebesar Rp 4.321.279, Rp 7.483.237 dan Rp 4.265.057.
Based on the Resolution of Shareholder at the AGM which
signed on May 21 and 24, 2010, the shareholder approved
distribution of cash dividend to PT Dwiprimajaya Lestari,
PT Wintermarjaya Lestari and PT Ramanda Daminathan
amounting to Rp 4,321,279, Rp 7,483,237 dan
Rp 4,265,057, respectively.
d1/November 16, 2010 59 Paraf:
234

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Berdasarkan Akta Keputusan Para Pemegang Saham
Perusahaan No. 27 tanggal 29 Maret 2010 dari Notaris
Noerbaety Ismail, SH, M.Kn., para pemegang saham
memutuskan, menyetujui dan menerima laporan manajemen
untuk melakukan revisi/perbaikan dan/atau pembatalan
Resolusi Para Pemegang Saham Sebagai Pengganti RUPS
tanggal 1 Desember 2009. Pemegang saham menyetujui
pembatalan sebagian dividen tunai, sehingga dengan
demikian dividen tunai yang dibagikan sejumlah
Rp 17.920.127, masing-masing sebesar Rp 8.960.064 kepada
Sugiman Layanto dan Nely Layanto.
Based on Deed No. 27 dated March 29, 2010 from Notary
Noerbaety Ismail SH, M.Kn., the shareholders have
resolved, approved and accepted the report of management
to make revisions/amendments and/or cancellation of
Resolution of Shareholders in substitution of AGM Meeting
dated December 1, 2009. The Shareholders approve partial
cancellation of the cash dividend, and consequently,
distribution was only to Sugiman Layanto and Nely Layanto
which amounted to Rp 17,920,127 and Rp 8,960,064,
respectively.
b. Hutang Dividen b. Dividend Payable
Berikut rincian hutang dividen: The details of dividend payable are as follows:
Pemegang Saham Jumlah/Total
Stockholders
2010 2009
Rp Rp
Dividen Perusahaan: Dividend of the Company:
Sugiman Layanto -- 5,376,000 Sugiman Layanto
Nely Layanto -- 5,376,000 Nely Layanto
Sub Jumlah -- 10,752,000 Sub Total
Dividen Perusahaan Anak: Dividend of Subsidiaries:
Sugiman Layanto 3,254,173 3,254,173 Sugiman Layanto
Muriani 1,820,303 1,820,303 Muriani
Nely Layanto 1,016,929 1,016,929 Nely Layanto
Darmawan Layanto 1,016,929 1,016,929 Darmawan Layanto
Lina Layanto 1,016,929 1,016,929 Lina Layanto
Elly Tety 44 44 Elly Tety
Johnson W. Sutjipto 13 13 Johnson W. Sutjipto
Sub Jumlah 8,125,320 8,125,320 Sub Total
Jumlah 8,125,320 18,877,320 Total
23. Pendapatan 23. Revenues
2010 2009 2008 2007
(6 bulan/months) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Sewa Kapal 252,404,235 370,150,827 273,998,138 233,712,897 Vessel Charter
Jasa Pelayaran Lainnya 17,902,844 23,825,262 38,356,517 25,788,602 Other Marine Services
Penjualan Persediaan -- 253,104 529,814 2,057,121 Sales of Inventories
Lain-lain -- -- 519,364 -- Others
Jumlah 270,307,079 394,229,193 313,403,833 261,558,620 Total
Pendapatan di atas termasuk transaksi dengan pihak
hubungan istimewa sebagaimana diungkap pada Catatan 9.
Berikut ini adalah rincian pendapatan yang melebihi 10% dari
jumlah pendapatan bersih masing-masing pada tahun/periode
2010, 2009, 2008 dan 2007:
Revenue above includes transactions with related parties as
disclosed in Note 9.
The above revenues in 2010, 2009, 2008 and 2007 include
sales to the following customers which represent more than
10% of the net sales of the respective years/period:
d1/November 16, 2010 60 Paraf:
235

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Anadarko Propordi Ltd 29,711,785 -- -- -- Anadarko Propordi Ltd
PTConoco Philips Indonesia 21,320,421 27,944,422 45,356,459 56,813,550 PTConoco Philips Indonesia
Kodeco Energy Co Ltd 21,061,316 46,469,070 35,105,123 17,301,798 Kodeco Energy Co Ltd
British Petroleum 15,504,053 13,425,860 27,419,210 50,491,473 British Petroleum
Jumlah 87,597,575 87,839,351 107,880,792 124,606,820 Total
Atas perjanjian sewa operasi kapal yang berlaku pada tanggal
30 Juni 2010, jumlah pembayaran minimum di masa depan
untuk periode sampai dengan 1 tahun sebesar
Rp 564.676.480 dan untuk periode lebih dari 1 tahun sampai
5 tahun sebesar Rp 428.326.979.
Based on the outstanding operating lease agreements of
vessel as of June 30, 2010, total minimum payment for the
period up to 1 year amounted toRp 564,676,480 and for the
period of more than 1 year to 5 years amounted to
Rp 428,326,979.
Tidak terdapat rental kontinjen dalam perjanjian sewa kapal. There is no contingent rent under vessel charter agreement.
24.Beban Langsung 24. Direct Expenses
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Sewa Kapal 98,740,930 118,852,423 61,943,776 58,043,607 Time Charter
Penyusutan Kapal 27,376,811 42,559,428 31,683,843 28,118,277 Depreciation of Vessel
Beban Crew 16,409,781 29,414,190 22,789,816 18,852,184 Crew Expenses
Bahan Bakar dan Pelumas 7,797,528 28,686,658 27,683,636 26,462,661 Fuel and Lubricants
Operasional Kapal 31,159,762 22,178,515 20,463,525 17,981,548 Vessel Operation
Pemeliharaan 6,335,640 21,113,364 15,370,774 6,014,011 Maintenance
Harga Pokok Penjualan Persediaan -- 690,971 442,070 2,296,335 Cost of Goods Sold of Inventories
Jumlah 187,820,452 263,495,549 180,377,440 157,768,621 Total
Berikut ini adalah rincian biaya langsung yang melebihi 10%
dari jumlah pendapatan bersih masing-masing pada
tahun/periode 2010, 2009, 2008 dan 2007 :
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Direct expenses in 2010, 2009 and 2008 and 2007 include
purchases from the following suppliers which represents
more than 10% of the total purchases for the respective
years/period:
Fast Offshore Supply Pte 50,802,461 63,292,082 53,410,257 10,075,871 Fast Offshore Supply Pte
Jumlah 50,802,461 63,292,082 53,410,257 10,075,871 Total
d1/November 16, 2010 61 Paraf:
236

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
25. Beban Usaha 25. Operating Expenses
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Rp Rp Rp Rp
Pemasaran 28,624 806,372 188,478 181,760 Marketing
Umum dan Administrasi General and Administrative
Gaji 11,666,075 17,575,666 14,236,936 10,756,309 Salary
Beban Penyisihan Piutang Ragu-Ragu 1,914,481 6,699,924 -- -- Bad Debt Expense
Keperluan Kantor 1,908,091 3,795,875 2,163,376 2,061,267 Office Utilities
Jasa Profesional 1,076,728 1,681,642 2,097,813 576,392 Professional Fee
Administrasi 1,039,279 1,073,317 869,406 1,053,820 Administration
Imbalan Pasca Kerja 817,046 1,561,247 1,322,170 1,427,888 Employee Benefits
Perjalanan Dinas 699,331 948,959 891,171 681,704 Travelling
Penyusutan 660,291 1,243,654 1,227,965 1,227,801 Depreciation
Pelatihan dan Rekreasi 583,192 853,314 786,369 821,443 Training and Recreation
Telekomunikasi 499,028 1,007,080 942,586 952,335 Telecommunication
Dana Pensiun 43,450 87,925 55,650 49,775 Pension Fund
Sumbangan 24,240 88,309 92,840 75,814 Donation
20,931,234 36,616,912 24,686,281 19,684,547
Jumlah 20,959,858 37,423,284 24,874,759 19,866,307 Total
26. Laba per Saham 26. Earnings per Share
Perhitungan laba per saham dasar pada tanggal 30 Juni 2010,
dan 31 Desember 2009, 2008 dan 2007 adalah sebagai berikut:
A computation of basic earnings per share as of June 30, 2010
and December 31, 2009, 2008 and 2007 are as follows:
2010 2009 2008 2007
(6 bulan/months ) (1 tahun/year ) (1 tahun/year ) (1 tahun/year )
Laba Bersih Residual (Dalam Ribuan Rupiah) Residual Net Income (In Thousand Rupiah)
Setelah Penyesuaian Proforma 46,900,320 100,387,521 84,569,864 86,484,507 After Pro Forma Adjustment
Sebelum Penyesuaian Proforma 46,900,320 49,160,429 37,317,069 12,546,136 Before Pro Forma Adjustment
Jumlah rata-rata tertimbang saham Total Weighted average number of
yang beredar untuk perhitungan laba shares outstanding for computation
per saham dasar (Unit Saham) 123,046 123,046 121,296 119,546 of basic earnings per share
Laba Per Saham Dasar (Dalam Rupiah Penuh) Basic Earning Per Shares (In Full Rupiah)
Setelah Penyesuaian Proforma 381,161 815,854 697,219 718,121 After Pro Forma Adjustment
Sebelum Penyesuaian Proforma 381,161 399,529 307,653 104,948 Before Pro Forma Adjustment
Laba bersih residual merupakan laba bersih yang tersedia bagi
pemegang saham biasa. Jumlah rata-rata tertimbang saham
yang beredar telah memperhitungkan jumlah dividen saham
seolah-olah terjadi pada 1 Januari 2007 (lihat Catatan 20).
Perusahaan tidak menghitung laba per saham dilusi karena
Perusahaan tidak memiliki transaksi berpotensi dilusi terhadap
saham biasa.
Residual net income is the available net income for
shareholders of common stock. The total weighted average
number of shares outstanding has calculated the amount of
stock dividends as if occurred on January 1, 2007 (see Note
20).
The Company did not compute for diluted earnings per share
since the Company does not have any transactions with
potential dilution effect to ordinary shares.
d1/November 16, 2010 62 Paraf:
237

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
27. Aset dan Kewajiban Moneter 27. Monetary Assets and Liabilities
Dalam Mata Uang Asing in Foreign Currencies
2010
USD SGD MYR Ekuivalen
Rupiah/
d1/November 16, 2010 63 Paraf:
238
Rupiah
Equivalent
Aset Assets
Kas dan Setara Kas 3,783,014 34,445 -- 34,584,357 Cash and Cash Equivalents
Piutang Usaha 11,483,474 -- -- 104,304,392 Accounts Receivable
Aset Lain-lain 3,364,828 -- -- 30,562,735 Other Assets
18,631,316 34,445 -- 169,451,483
Kewajiban Liabilities
Hutang Usaha 4,967,161 471,025 29,214 48,250,839 Accounts Payable
Hutang Hubungan Istimewa 12,956,718 20,500,000 -- 250,546,372 Due to Related Parties
Hutang Sewa Pembiayaan 2,827,018 -- -- 25,677,801 Lease Payables
Hutang Bank 52,305,080 -- -- 475,087,042 Bank Loans
73,055,977 20,971,025 29,214 799,562,054
Jumlah (54,424,661) (20,936,580) (29,214) (630,110,570) Net
Tidak ada aktivitas lindung nilai mata uang asing sampai dengan
30 Juni 2010.
There is no currency hedging activities in place until June 30,
2010.
28. Instrumen Keuangan: Informasi 28. Financial Instrument: Information on
Risiko Keuangan Financial Risks
Dalam menjalankan aktivitas operasi, investasi dan pendanaan,
Perusahaan menghadapi risiko keuangan yaitu risiko kredit, risiko
likuiditas dan risiko pasar dan mendefinisikan risiko-risiko sebagai
berikut:
Risiko kredit: kemungkinan bahwa debitur tidak membayar
semua atau sebagian pinjaman atau tidak membayar secara
tepat waktu dan akan menyebabkan kerugian Perusahaan.
Risiko likuiditas: Perusahaan menetapkan risiko kolektibilitas
dari piutang usaha seperti yang dijelaskan di atas, sehingga
mengalami kesulitan dalam memenuhi kewajiban yang terkait
dengan kewajiban keuangan.
Risiko pasar: pada saat ini tidak terdapat risiko pasar, selain
risiko suku bunga dan risiko nilai tukar karena Perusahaan
tidak berinvestasi di instrumen keuangan dalam usaha.
In its operating, investing and financing activities, the
Company is exposed to the following financial risks: credit risk,
liquidity risk and market risk and define those risks as follows:
Credit risk: the possibility that a debtor will not repay all or
a portion of a loan or will not repay in a timely manner
and therefore will cause a loss the Company.
Liquidity risk: the Company defines this risk as the
collectability of the accounts receivables as explained
above, therefore encounter difficulty in meeting
obligations associated with financial liabilities.
Market risk: currently there is no market risk other than
interest rate risk and currency risk as the Company does
not invest in any financial instruments in its course of
business.

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Dalam rangka untuk mengelola risiko tersebut secara efektif,
Dewan Direksi telah menyetujui beberapa strategi untuk
pengelolaan risiko keuangan, yang sejalan dengan tujuan
perusahaan. Pedoman ini menetapkan tujuan dan tindakan yang
harus diambil dalam rangka mengelola risiko keuangan yang
dihadapi Perusahaan.
Pedoman utama dari kebijakan ini adalah sebagai berikut:
Meminimalkan tingkat suku bunga, mata uang dan risiko
pasar untuk semua jenis transaksi.
Memaksimalkan penggunaan "lindung nilai alamiah" yang
menguntungkan sebanyak mungkin off-setting alami antara
penjualan dan biaya dan hutang dan piutang dalam mata
uang yang sama. Strategi yang sama ditempuh sehubungan
dengan risiko suku bunga
Semua kegiatan manajemen risiko keuangan dilakukan dan
dipantau di tingkat pusat
Semua kegiatan manajemen risiko keuangan dilakukan
secara bijaksana dan konsisten dan mengikutipraktek pasar
terbaik.
Perusahaan dapat berinvestasi dalam saham atau instrumen
serupa hanya dalam hal terjadi kelebihan likuiditas yang
bersifat sementara, dan transaksi tersebut harus disahkan
oleh Dewan Direksi.
Perusahaan menugaskan Kepala Departemen Keuangan yang
bertanggung jawab kepada Dewan Direksi yang bertugas
mengelola arus kas Perusahaan.
Tabel berikut menyajikan nilai tercatat aset dan kewajiban
keuangan pada tanggal 30 Juni 2010:
2010
Rp
In order to effectively manage those risks, the Board of
Directors has approved some strategies for the management
of financial risks, which are in line with corporate objectives.
These guidelines set up objectives and action to be taken in
order to manage the financial risks that the Company faces.
The major guidelines of this policy are the following:
Minimize interest rate, currency and market risk for all
kind of transactions
Maximize the use of “natural hedge” favouring as much
as possible the natural off-setting of sales and costs and
payables and receivables denominated in the same
currency. The same strategy is pursued with regard to
interest rate risk
All financial risk management activities are carried out
and monitored at central level
All financial risk management activities are carried out on
a prudent and consistent basis and following the best
market practices
The Company may invest in shares or similar instruments
only in the case of temporary excess of liquidity, and such
transactions have to be authorised by the Board of
Directors.
The Company employs a Head of Finance Department who
reports to the Board of Directors as an in charge to manage
the Company’s cash flow.
The following table summarises the carrying amount of
financial assets and liabilities recorded at June 30, 2010:
Aset Keuangan Financial assets
Kas dan Setara Kas 37,703,574 Cash and Equivalent Cash
Piutang Usaha dan Piutang Lain-lain 152,885,498 Accounts and Others Receivable
Kas Yang Dibatasi Penggunaannya 6,440,025 Restricted Cash
Jumlah 197,029,097 Total
2010
Rp
Kewajiban Keuangan Financial Liabilities
Kewajiban keuangan diukur pada biaya perolehan Financial liabilities at amortized
diamortisasi: cost:
Hutang Usaha dan Hutang Lain-lain 417,896,398 Accounts and Others Payable
Biaya Yang Masih Harus Dibayar 989,978 Accrued Expenses
Pinjaman 504,083,804 Loans
Jumlah 922,970,180 Total
d1/November 16, 2010 64 Paraf:
239

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Risiko Kredit
Perusahaan mengendalikan eksposur risiko kredit dengan
menetapkan kebijakan, dimana persetujuan atau penolakan
kontrak sewa baru dan kepatuhan atas kebijakan tersebut
dipantau oleh Divisi Coroprate Planning dalam kaitannya sebagai
kepala departemen keuangan. Sebagai bagian dari proses dalam
persetujuan atau penolakan tersebut, reputasi dan jejak rekam
pelanggan menjadi bahan pertimbangan. Saat ini, tidak terdapat
risiko kredit yang terkonsentrasi secara signifikan.
Credit Risks
The Company controls its exposure to credit risk by setting
its policy in approval or rejection of new charter contract and
compliance is monitored by the Corporate Planning Division
in conjuction with the head of finance departement. As part
of the process in approval or rejection, the customer
reputation and track record is taking into consideration.
There are no significant concentrations of credit risk.
1 - 30 hari/days 31 - 60 hari/days
2010
61 - 90 hari/days > 90 hari/days Jumlah/Total
Kas dan Setara Kas 37,703,574 -- -- -- 37,703,574 Cash and Equivalent Cash
Piutang Usaha dan Piutang Lain-lain 102,491,239 9,885,739 1,476,985 39,031,535 152,885,498 Accounts and Others Receivable
Kas Yang Dibatasi Penggunaannya -- -- -- 6,440,025 6,440,025 Restricted Cash
Jumlah 140,194,813 9,885,739 1,476,985 45,471,560 197,029,097 Total
Seluruh kas dan Bank tersebut di atas berumur 1-30 hari. Aging of all cash on hand and in bank above is 1-30 days.
Risiko Likuiditas Liquidity Risks
Pada saat ini Perusahaan berharap dapat membayar semua
kewajiban pada saat jatuh tempo. Untuk memenuhi komitmen kas,
Perusahaan berharap kegiatan operasinya dapat menghasilkan
arus kas masuk yang cukup. Selain itu, Perusahaan memiliki aset
keuangan pada pasar yang likuid dan tersedia untuk memenuhi
kebutuhan likuiditas.
Tabel berikut menganalisis kewajiban keuangan berdasarkan sisa
umur jatuh temponya:
At present the Company does expect to pay all liabilities at
their contractual maturity. In order to meet such cash
commitments, the Company expects the operating activity to
generate sufficient cash inflows. In addition, the Company
holds financial assets for which there is a liquid market and that
are readily available to meet liquidity needs.
The following table analyses financial liabilities by remaining
contractual maturity:
Tidak Ditentukan/ Belum Jatuh tempo/
2010
0 - 1 tahun/year 1-5 tahun/years Jumlah/Total
Undetermined Not Yet Due
Kewajiban keuangan diukur pada Financial liabilities at amortized
biaya perolehan diamortisasi: cost:
Hutang Usaha dan Hutang Lain-lain 20,613,292 90,484,399 76,580,860 230,217,847 417,896,398 Accounts and Others Payable
Biaya Yang Masih Harus Dibayar -- 989,978 -- -- 989,978 Accrued Expenses
Pinjaman -- -- 125,048,999 379,034,805 504,083,804 Loans
Jumlah 20,613,292 91,474,377 201,629,859 609,252,652 922,970,180 Total
Risiko Tingkat Bunga Interest Rate Risks
Perusahaan terekspos risiko tingkat bunga terutama menyangkut
kewajiban keuangan. Kewajiban tersebut baik dalam tingkat bunga
tetap maupun tingkat bunga mengambang. Perusahaan memiliki
pinjaman yang bersifat jangka panjang kepada pihak hubungan
istimewa yang menggunakan tingkat bunga pasar. Pada saat ini,
Perusahaan tidak mempersiapkan kebijakan atau pengaturan
tertentu untuk mengelola risiko tingkat bunga untuk mengurangi
risiko nilai wajar yang berhubungan dengan kewajiban bunga
tingkat tetap dan risiko arus kas yang terkait dengan kewajiban
tingkat bunga mengambang. Tidak terdapat aktivitas lindung nilai
tingkat bunga pada tanggal 30 Juni 2010.
The Company exposures to interest rate risk mainly concerns
financial liabilities. Liabilities are both fixed rate and floating
rate. Company holds loans that are long-term in nature. Long
term loan to related party which using market interest rate. At
presents, the Company does not prepare certain policy or
arrangement in order to manage the interest rate risk to
mitigate the fair value risk relating to fixed interest rate liabilities
and the cash flow risk related to floating interest rate liabilities.
There is no interest rate hedging activities in place at June 30,
2010.
d1/November 16, 2010 65 Paraf:
240

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Tabel berikut menganalisis rincian kewajiban keuangan
berdasarkan jenis bunga:
2010
The following table analyses the breakdown of financial liabilities
by type of interest:
Bunga tetap 143,120,453 Fixed rate
Bunga mengambang 478,649,223 Floating rate
Tanpa bunga 301,200,504 Non-interest bearing
Jumlah 922,970,180 Total
Risiko Valuta Asing Foreign Currency Risks
Perusahaan secara signifikan terekpos risiko mata uang US Dolar
karena sebagian besar pinjaman dalam mata uang US Dolar.
Untuk meminimalkan risiko ini, Perusahaan selalu berusaha untuk
mendapatkan kontrak dengan menggunakan US Dolar sebagai
satuan mata uang. Tidak ada aktivitas lindung nilai mata uang
pada tanggal 30 Juni 2010.
Tabel berikut menyajikan aset dan kewajiban keuangan dalam
mata uang asing pada tanggal 30 Juni 2010 berdasarkan jenis
mata uang:
2010
USD SGD MYR Ekuivalen
Rupiah/
Rupiah
Equivalent
The Company is significantly exposed to US Dollar currency risk
due to the large value of loan is denominated in US Dollar. In
order to minimize this risk, the Company and subsidiaries always
try to get the contract using USD as the currency unit. There is
no currency hedging activities in place at June 30, 2010.
The following table summarizes the financial assets and liabilities
denominated in foreign currency at June 30, 2010:
Aset Assets
Kas dan Setara Kas 3,783,014 34,445 -- 34,584,357 Cash and Cash Equivalents
Piutang Usaha 11,483,474 -- -- 104,304,392 Accounts Receivable
Aset Lain-lain 3,364,828 -- -- 30,562,735 Other Assets
18,631,316 34,445 -- 169,451,484
Kewajiban Liabilities
Hutang Usaha 4,967,161 471,025 29,214 48,250,839 Accounts Payable
Hutang Hubungan Istimewa 12,956,718 20,500,000 -- 250,546,372 Due to Related Parties
Hutang Sewa Pembiayaan 2,841,526 -- -- 25,809,582 Lease Payables
Hutang Bank 52,305,080 -- -- 475,087,042 Bank Loans
73,070,485 20,971,025 29,214 799,693,835
Jumlah Bersih (54,439,170) (20,936,580) (29,214) (630,242,351) Net
29. Informasi Segmen 29. Segment Information
Untuk tujuan pelaporan manajemen, saat ini Perusahaan dan
perusahaan anak dibagi dalam tiga (3) segmen usaha yaitu
segmen usaha Kapal dimiliki, kapal disewa, dan lainnya. Segmensegmen
tersebut menjadi dasar pelaporan informasi segmen primer
Perusahaan dan perusahaan anak.
For management reporting purposes, the Company and its
subsidiaries are currently organized into three (3) business
segments: Owned Vessel, Charter Vessel, and Others.
d1/November 16, 2010 66 Paraf:
241

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Informasi segmen primer yang berhubungan dengan segmen
usaha Perusahaan adalah sebagai berikut:
2010
Kapal dimiliki/ Kapal disewa/ Lain-lain/ Konsolidasian/
Owned Vesel Chartered Vesel Others Consolidated
Rp Rp Rp Rp
The primary segment information related to business segments of
the Company is as follows:
Penjualan Bersih 152,280,522 100,123,712 17,902,844 270,307,079 Net Sales
Hasil Segmen 63,644,447 1,382,782 17,459,397 82,486,626 Segment Result
Beban Usaha Tidak Dapat Dialokasi (20,959,858) Unallocated Operating Expenses
Beban Keuangan (10,119,004) Financial Expense
Bagian Laba Asosiasi 3,089,155 Equity ini Net Earning of Association
Penghasilan Lain-lain - Bersih 7,055,671 Other Income - Net
Laba Sebelum Pajak 61,552,590 Income Before Income Tax
Beban Pajak Penghasilan (6,651,236) Income Tax
Laba Sebelum Hak Minoritas 54,901,354 Income Before Minority Interest
Hak Minoritas 8,001,034 Minority Interest
Laba Bersih 46,900,320 Net Income
Aset Segmen 1,489,091,757 -- -- 1,489,091,757 Segment Asset
Kewajiban Segmen 942,599,847 -- -- 942,599,847 Segment Liability
Pengeluaran Barang Modal 469,248,234 -- -- 469,248,234 Capital Expenditures
Penyusutan 28,037,102 -- -- 28,037,102 Depreciation
2009
Kapal dimiliki/ Kapal disewa/ Lain-lain/ Konsolidasian/
Owned Vesel Chartered Vesel Others Consolidated
Rp Rp Rp Rp
Penjualan Bersih 248,255,958 121,894,870 24,078,365 394,229,193 Net Sales
Hasil Segmen 104,328,477 3,042,447 23,362,720 130,733,644 Segment Result
Beban Usaha Tidak Dapat Dialokasi (37,423,284) Unallocated Operating Expenses
Beban Keuangan (19,158,861) Financial Expense
Bagian Rugi Asosiasi (305,938) Equity ini Net Earning of Association
Penghasilan Lain-lain - Bersih 37,723,790 Other Income - Net
Laba Sebelum Pajak 111,569,351 Income Before Income Tax
Beban Pajak Penghasilan (10,305,918) Income Tax
Laba Sebelum Hak Minoritas 101,263,433 Income Before Minority Interest
Hak Minoritas 875,912 Minority Interest
Laba Bersih Setelah Net Income After
Penyesuaian Proforma 100,387,521 Proforma Adjustment
Penyesuaian Proforma 49,160,429 Proforma Adjustment
Laba Bersih Setelah Net Income Before
Penyesuaian Proforma 51,227,092 Proforma Adjustment
Aset Segmen 882,074,563 -- -- 882,074,563 Segment Asset
Kewajiban Segmen 383,253,433 -- -- 383,253,433 Segment Liability
Pengeluaran Barang Modal 141,611,774 -- -- 141,611,774 Capital Expenditures
Penyusutan 43,803,082 -- -- 43,803,082 Depreciation
d1/November 16, 2010 67 Paraf:
242

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
2008
Kapal dimiliki/ Kapal disewa/ Lain-lain/ Konsolidasian/
Owned Vesel Chartered Vesel Others Consolidated
Rp Rp Rp Rp
Penjualan Bersih 210,488,834 63,509,304 39,405,695 313,403,833 Net Sales
Hasil Segmen 92,552,482 1,565,528 38,908,383 133,026,392 Segment Result
Beban Usaha Tidak Dapat Dialokasi (24,874,759) Unallocated Operating Expenses
Beban Keuangan (15,343,765) Financial Expense
Bagian Laba Asosiasi 379,526 Equity ini Net Earning of Association
Penghasilan Lain-lain - Bersih 3,302,788 Other Income - Net
Laba Sebelum Pajak 96,490,182 Income Before Income Tax
Beban Pajak Penghasilan (11,635,019) Income Tax
Laba Sebelum Hak Minoritas 84,855,163 Income Before Minority Interest
Hak Minoritas 285,300 Minority Interest
Laba Bersih Setelah Net Income After
Penyesuaian Proforma 84,569,863 Proforma Adjustment
Penyesuaian Proforma 47,252,795 Proforma Adjustment
Laba Bersih Setelah Net Income Before
Penyesuaian Proforma 37,317,068 Proforma Adjustment
Aset Segmen 754,995,493 -- -- 754,995,493 Segment Asset
Kewajiban Segmen 334,079,953 -- -- 334,079,953 Segment Liability
Pengeluaran Barang Modal 236,244,538 -- -- 236,244,538 Capital Expenditures
Penyusutan 32,911,808 -- -- 32,911,808 Depreciation
2007
Kapal dimiliki/ Kapal disewa/ Lain-lain/ Konsolidasian/
Owned Vesel Chartered Vesel Others Consolidated
Rp Rp Rp Rp
Penjualan Bersih 196,701,679 62,799,820 2,057,121 261,558,620 Net Sales
Hasil Segmen 102,600,108 1,429,105
(239,214) 103,789,999 Segment Result
Beban Usaha Tidak Dapat Dialokasi (19,866,307) Unallocated Operating Expenses
Beban Keuangan (15,836,840) Financial Expense
Bagian Laba Asosiasi 6,101,520 Equity ini Net Earning of Association
Penghasilan Lain-lain 3,178,560 Other Income - Net
Laba Sebelum Pajak 77,366,932 Income Before Income Tax
Beban Pajak Penghasilan (8,756,290) Income Tax
Laba Sebelum Hak Minoritas 68,610,642 Income Before Minority Interest
Hak Minoritas 274,716 Minority Interest
Laba Bersih Setelah Net Income After
Penyesuaian Proforma 68,335,926 Proforma Adjustment
Penyesuaian Proforma 55,789,790 Proforma Adjustment
Laba Bersih Setelah Net Income Before
Penyesuaian Proforma 12,546,136 Proforma Adjustment
Aset Segmen 598,442,160 -- -- 598,442,160 Segment Asset
Kewajiban Segmen 270,102,349 -- -- 270,102,349 Segment Liability
Pengeluaran Barang Modal 125,753,666 -- -- 125,753,666 Capital Expenditures
Penyusutan 29,346,078 -- -- 29,346,078 Depreciation
d1/November 16, 2010 68 Paraf:
243

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
30. Perikatan dan Kontijensi yang Penting 30. Significant Committment and Contigencies
1. Perusahaan mengadakan perjanjian sewa menyewa dengan
PT Wintermarjaya Lestari (WJL), pihak hubungan istimewa
pada tanggal 31 Oktober 2008. Perusahaan menyewa 1 (satu)
lantai dari bangunan milik WJL seluas 467,40 m2 selama
5 tahun mulai dari tanggal 1 November 2008 sampai dengan
31 Oktober 2013 sebesar Rp 2.804.400.
2. PT Wintermar (Wintermar), perusahaan anak, mengadakan
perjanjian sewa kapal dengan berbagai pelanggan,
diantaranya adalah sebagai berikut:
1. The Company entered into a rental agreement with
PT Wintermarjaya Lestari (WJL), a related party dated
October 31, 2008 to rent 1 (one) floor of WJL”s building of
467,40 square meter for 5 years starting from November 1,
2008 to October 31, 2013 amounting to Rp 2,804,400.
2. PT Wintermar (Wintermar), a subsidiary, entered into vessel
charter agreement with many customers, among others are
as follows:
a. Makassar Strait Explorers Consortium (MSEC) a. Makassar Strait Explorers Consortium (MSEC)
PT Wintermar, perusahaan anak, menandatangani kontrak
sewa dengan MSEC yang anggotanya adalah Anadarko
Popodi Ltd, Conocophilips (Kuma) Ltd, Eni Bukat Ltd,
Marathon International Petroleum Indonesia Limited, Statoil
Indonesia Karamas AS dan Talisman (Sageri) Ltd untuk
menyediakan 2 (dua) kapal dengan total kontrak sebesar
USD 57,959,800.
PT Wintermar, a subsidiary entered into a charted
contract with MSEC, whose members include Anadarko
Popodi Ltd, Conocophilips (Kuma) Ltd, Eni Bukat Ltd,
Marathon International Petroleum Indonesia Limited,
Statoil Indonesia Karamas AS dan Talisman (Sageri) Ltd
to supply 2 (two) platform supply vessels for total contract
value of USD 57,959,800.
b. Kodeco Energy Co. Ltd (Kodeco) b. Kodeco Energy Co. Ltd (Kodeco)
Berdasarkan Contract for Provision of One Unit Fast
Multipurpose Crew Boat tanggal 11 Agustus 2008,
Wintermar menyewakan kapal Brompton Galaxy kepada
Kodeco dengan nilai kontrak dengan sebesar
USD 9,052,000.
Based on the Contract for Provision of One Unit Fast
Multipurpose Crew Boat dated August 11, 2008,
Wintermar charters vessel Brompton Galaxy to Kodeco for
total contract of USD 9,052,000.
c. Premier Oil Natuna Sea BV (Premier) c. Premier Oil Natuna Sea BV (Premier)
Berdasarkan Charterparty No. CO-08-076 tanggal
29 Agustus 2008, Wintermar menyewakan kapal MV Fos
Star kepada Premier dengan nilai kontrak sebesar
USD 9,052,000.
Based on the Charterparty No. CO-08-076 dated August
29, 2008, Wintermar charters vessel MV Fos Star to
Premier for total contract sum of USD 9,052,000.
d. PT Conoco Philips Indonesia (Conoco) d. PT Conoco Philips Indonesia (Conoco)
Berdasarkan Marine Vessel Services Agreement tanggal 27
April 2008, Wintermar menyewakan kapal SMS Express,
CB Pesat dan CB Petir kepada Conoco dengan nilai kontrak
sebesar USD 12,286,447.50.
Based on the Marine Vessel Services Agreement dated
April 27, 2008, Wintermar charters vessel SMS Express,
CB Pesat and CB Petir to Conoco for contract value of
USD 12,286,447.50.
e. PT Chevron Pacific Indonesia (Chevron) e. PT Chevron Pacific Indonesia (Chevron)
Berdasarkan Charter Party Contract tanggal 31 Agustus
2007 yang telah diubah pada tanggal 1 November 2008,
Wintermar menyewakan 2 unit kapal jenis Landing Craft Tug
dan Tug Boat kepada Chevron dengan nilai kontrak sebesar
USD 4,013,880 untuk sewa kapal dan Rp 3.141.000 untuk
biaya pengurusan kepelabuhan.
Based on the Charterparty Contract dated August 31,
2007 which has been amended on November 1, 2008,
Wintermar charters 2 units of vessel Landing Craft Tug
type and Tug Boat type to Chevron for contract value of
USD 4,013,880 for vessels charter and
Rp 3,141,000 for cost of port clearance.
d1/November 16, 2010 69 Paraf:
244

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
3. Wintermar mengadakan perjanjian sewa menyewa dengan
WJL, pihak hubungan istimewa pada tanggal 2 November
2008. Wintermar menyewa 1 (satu) lantai dari bangunan milik
WJL selama 5 tahun mulai dari tanggal
1 Desember 2008 sampai dengan 30 November 2013
seharga Rp 3.306.240.
4. PT Sentosasegara Mulia Shipping (Sentosa), perusahaan
anak, mengadakan perjanjian sewa menyewa dengan WJL,
pihak hubungan istimewa pada tanggal 31 Oktober 2008.
Sentosa menyewa 1 (satu) lantai dari bangunan milik WJL
seluas 467,40 m2 selama 5 tahun mulai dari tanggal
1 November 2008 sampai dengan 31 Oktober 2013 sebesar
Rp 2.804.400
5. Pada tanggal 22 Agustus 2008, PT Hammar Marine Offshore
(Hammar), perusahaan anak, selaku pihak pembeli dan
PT Hamdok Argokaravi Raya (pemegang saham Hammar)
selaku pihak penjual menandatangani perjanjian
pembangunan kapal serba guna dengan nilai sebesar
USD 4,500,000. Pembayaran akan dilakukan dalam
9 (sembilan) termin pembayaran sesuai kemajuan fisik
pekerjaan.
6. Pada tanggal 7 April 2010, PT Wintermar, perusahaan anak,
dan PT Paluansa Kamal Maritim menandatangani perjanjian
jual beli tongkang SMS 152 dengan harga penjualan
Rp 1.000.000. Sampai dengan tanggal laporan keuangan,
tongkang tersebut belum diserahkan
Management berkeyakinan bahwa tidak terdapat kondisi-kondisi
yang mempengaruhi kelangsungan perikatan-perikatan di atas.
3. Wintermar entered into a rental agreement with WJL, related
party dated November 2, 2008 to rented 1 (one) floor of
WJL’s building for 5 years started December 1, 2008 until
November 30, 2013 for Rp 3,306,240.
4. PT Sentosasegara Mulia Shipping (Sentosa), a subsidiary,
entered into a rental agreement with WJL, a related party
dated October 31, 2008. Sentosa rents 1 (one) floor of WJL”s
building of 467,40 square meter for 5 years period starting
November 1, 2008 to October 31, 2013 for a lump sum of Rp
2,804,400.
5. On August 22, 2008, PT Hammar Marine Offshore
(Hammar), a subsidiary, as the purchaser and
PT Hamdok Argokaravi Raya (the shareholders of Hammar)
as the seller, entered into a construction agreement of multi
purpose vessel with a value of USD 4,500,000. The
payments will be made in 9 (nine) instalments based on
physical completion of work
6. On April 7, 2010, PT Wintermar, a subsidiary, and
PT Paluansa Kamal Maritim have entered into sales and
purchase agreement of barge SMS 152 with selling price of
Rp 1,000,000. Up to the financial date the barge is not
transfer yet.
Management believes that there are no conditions that affect
the continuity of commitments above. -
31. Peristiwa Setelah Tanggal Neraca 31. Subsequent Events
a. Sesuai akta pernyataan keputusan para pemegang saham
Perusahaan No. 22 tanggal 18 Agustus 2010 dari Noerbaety
Ismail, SH, M.Kn., para pemegang saham Perusahaan
menyetujui peningkatan modal disetor sebanyak 141.954
lembar saham atau Rp 141.954.000.000 yang diambil
bagian oleh:
1) PT Dwiprimajaya Lestari sebanyak 67.374 lembar saham
yang terdiri dari konversi hutang senilai 6.654 lembar
saham dan setoran tunai sebesar 60.720 lembar saham.
2) PT Wintermarjaya Lestari sebanyak 74.580 lembar
saham melalui penyetoran secara tunai.
a. Based on the Shareholder’s Resolution Deed of No. 22
dated August 18, 2010 by Noerbaety Ismail SH, M.Kn., the
shareholders of the Company approved the increase in
paid in capital of 141,954 shares or Rp 141,954,000,000
which was taken part by:
1) PT Dwiprimajaya Lestari totaling to 67,374 shares
consist of conversion of debt of 6,654 shares and cash
payment amounting to 60,720 shares.
2) PT Wintermarjaya Lestari totaling to 74,580 shares
through cash payment.
d1/November 16, 2010 70 Paraf:
245

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
Susunan pemegang saham Perusahaan menjadi sebagai
berikut:
Composition of shareholders of the Company become as
follows:
Jumlah Persentase Jumlah
Saham/ Pemillikan/ Modal Saham/
Number of Percentage of Total Capital
Shares Ownership
Pemegang Saham % Rp Shareholders
PT Wintermarjaya Lestari 128,620 48.54 128,620,000 PT Wintermarjaya Lestari
PT Dwiprimajaya Lestari 98,580 37.20 98,580,000 PT Dwiprimajaya Lestari
PT Ramanda Daminathan 30,800 11.62 30,800,000 PT Ramanda Daminathan
Sugiman Layanto, Direktur Utama 3,500 1.32 3,500,000 Sugiman Layanto, President Director
Nely Layanto, Direktur 3,500 1.32 3,500,000 Nely Layanto, Director
Jumlah 265,000 100.00 265,000,000 Total
b. Perusahaan telah membayar seluruh hutang kepada
Seacoral Maritime Pte. Ltd sebesar SGD 20,500,000
pada bulan Agustus 2010, sehubungan dengan
pembelian saham di ABP (lihat Catatan 1.c)
c. Pada tanggal 31 Juli 2010, Perusahaan dan PT Lautan
Lestari telah menandatangani perjanjian jual beli kapal
SMS Power dan Barito Offshore masing-masing seharga
SGD 500,000 dan SGD 380,000 (tidak termasuk PPN).
d. Berdasarkan Akta Pernyataan Persetujuan dari Seluruh
Pemegang Saham No. 15, tanggal 16 September 2010
dari Fathiah Helmi, S.H. Notaris di Jakarta sebagaimana
yang telah disetujui oleh Menteri Hukum dan Hak Asasi
Manusia Republik Indonesia No. AHU.44569.AH.01.02
Tahun 2010 tanggal 17 September 2010, pemegang
saham antara lain memutuskan untuk mengubah seluruh
anggaran dasar Perusahaan mengikuti peraturan
Bapepam No. IX.J.1, menyetujui peningkatan modal
dasar menjadi Rp 1.000.000.000, menyetujui perubahan
nilai nominal saham menjadi Rp 100 per lembar,
menyetujui pengeluaran saham dalam simpanan
900.000.000 lembar saham baru disertai 90.000.000
waran seri I, menyetujui alokasi 3% dari penerbitan
saham baru untuk program Management and Employee
Stock Allocation, menyetujui penerbitan saham baru
sebesar 1% dari jumlah modal ditempatkan dan disetor
setelah penawaran umum saham perdana untuk program
Management/Employee Stock Option Program.
e. Pada tanggal 23 September 2010, ABP membeli 1 kapal
tipe utility vessel SMS Spectrum dari Seaman Marine Pte
Ltd, pihak hubungan istimewa seharga USD 4,500,000.
b. The Company has fully paid the amount owing to
Seacoral Maritime Pte Ltd amounting to
SGD 20,500,000 on August , 2010 arising from the
purchase of shares in ABP (see Note 1.c)
c. On July 31, 2010, the Company and PT Lautan Lestari
entered into the sale and purchase agreement of vessel
SMS Power and Barito Offshore with selling price of
SGD 500,000 and SGD 380,000, respectively
(excluding VAT).
d. According to Deed of Statement of Approval of All
Shareholders No. 15, dated September 16, 2010 drawn
up by Fathiah Helmi, S.H. Notary in Jakarta and as
approved by the Minister of Laws and Human Rights of
Republic of Indonesia with Decision
No. AHU.44569.AH.01.02 of 2010 dated September 17,
2010, the shareholders, among others, decided to
change the entire article of association of the Company
following the Bapepam rules No. IX.J.1, approved to
increase the authorized capital to Rp 1,000,000,000,
approved the change in par value of share to be Rp 100
per share, approved the issuance the 900,000,000 new
shares with 90,000,000 warrants series I, approved the
allocation of 3% of the issuance of new shares to the
program of Management and Employee Stock
Allocation, approved the issuance of new shares
amounting to 1% of total issued and paid-up capital
after the initial public offering for the Management /
Employee Stock Option Program.
e. On September 23, 2010, ABP purchase a utility vessel
SMS Spectrum from Seaman Marine Pte Ltd, related
party, with price of USD 4,500,000.
d1/November 16, 2010 71 Paraf:
246

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
f. Pada bulan Agustus 2010, Wintermar menerima 1 unit
kapal tipe utility vessel SMS Rainbow yang dibeli dari
Seacoral Maritime Pte Ltd, pihak hubungan istimewa
sesuai dengan perjanjian jual beli
No. 98N/LA.19/IX/2009. Harga kapal tersebut sebesar
USD 5,000,000 akan dicicil selama 60 bulan dan
dikenakan suku bunga sebesar SIBOR + 4% per tahun.
g. Pada tanggal 20 Agustus 2010, telah diangkat Nely
Layanto sebagai Sekretaris Perusahaan.
h. Pada 13 Oktober 2010, PT Sentosasegara Mulia
Shipping (Sentosa), perusahaan anak, memperoleh
fasilitas pinjaman baru dari PT Bank OCBC NISP Tbk
sebesar USD 4,700,000 untuk pembelian 1 unit kapal.
Pinjaman ini dikenakan tingkat bunga pinjaman sebesar
SIBOR + 5,5% per tahun dengan jangka waktu
pengembalian pinjaman selama 5 tahun. Pinjaman ini
dijamin dengan kapal SMS Discovery dan jaminan
perusahaan dari PT Wintermar, perusahaan anak.
Sentosa diwajibkan untuk memenuhi rasio keuangan
tertentu yaitu, antara lain, financial leverage tidak
melebihi 2,5x dan nilai kekayaan bersih tidak kurang dari
Rp 80 miliar, untuk setiap periode enam bulan dimulai
pada 31 Desember 2010.
i. Berdasarkan surat penunjukan tanggal 27 Oktober 2010,
PT Wintermar, perusahaan anak, telah ditunjuk oleh
Chevron Indonesia Company untuk bertindak sebagai
Kontraktor untuk kapal-kapal AHTS Jaya Seal atau Jaya
Anchor, AHTS Era Merah Putih, AHTS Era Indonesia,
AHTS TUB Bintang Sebatik, SMS Abel, dengan masingmasing
Surat Penunjukan sebagai berikut: No.
2910/JKT/2010 dengan nilai kontrak USD 763,750; No.
2908/JKT/2010 dengan nilai kontrak USD 1,407,550; No.
2909/JKT/2010 dengan nilai kontrak USD 1,254,000; No.
2911/JKT/2010 dengan nilai kontrak USD 2,168,700; No.
2912/JKT/2010 dengan nilai kontrak USD 644,000.
Pelaksanaan seluruh kontrak tersebut terhitung sejak
tanggal 28 Oktober 2010.
j. Pada tanggal 21 Oktober 2010, PT Wintermar dan
PT Arial Niaga Nusantara, perusahaan-perusahaan
anak, masing-masing menyetujui untuk menjual kapal
SDS 24 dan Niagara 1803 kepada PT Pelayaran INDX
Lines (PIL) dengan harga jual sebesar USD 500,000 dan
USD 225,000. Serah terima kapal akan dilakukan setelah
kapal disurvei oleh Biro Klasifikasi Indonesia dan
memenuhi semua persyaratan dan kondisi yang
ditetapkan dalam perjanjian.
k. Pada tanggal 28 Oktober 2010, PT Wintermar,
perusahaan anak, setuju untuk membeli kapal SMS
Vision dari Seacoral Maritime Pte Ltd dengan harga beli
sebesar USD 3,800,000 yang pelunasannya akan dicicil
selama 4 bulan setelah serah terima kapal.
f. On August 2010, Wintermar receive an utility vessel
SMS Rainbow from Seaman Marine Pte Ltd, related
party in accordance with sale-purchase agreement No.
98N/LA.19/IX/2009. The acquisition price of this vessel
amounted to USD 5,000,000 will paid under installment
for 60 months and bearing annual interest rate of
SIBOR+4%.
g. On August 20, 2010, Nely Layanto has been appointed
as the Company’s Corporate Secretary.
h. On October 13, 2010, PT Sentosasegara Mulia
Shipping (Sentosa), a subsidiary, obtained a new loan
facility from PT Bank OCBC NISP Tbk amounted to
USD 4,700,000 for purchasing 1 unit vessel. This loan
beared annual interest rate of SIBOR+5.5% with period
of repayment in 5 years. This loan secured by SMS
Discovery vessel and corporate guatantee from
PT Wintermar, a subsidiary. Sentosa required to
maintain certain financial ratios such as, among other,
financial leverage should not be exceed 2.5x and net
assets value should not be less than Rp 80 billion, for
the every six-month period beginning from December
31, 2010.
i. According to letter of appointment dated October 27,
2010, PT Wintermar, a subsiadry, was appointed by
Chevron Indonesia Company to act as a Contractor of
vessels of AHTS Jaya Seal or Jaya Anchor, AHTS Era
Merah Putih, AHTS Era Indonesia, AHTS TUB Bintang
Sebatik, SMS Abel, based on following Letter of
Appointment: No 2910/JKT/2010 with contract value of
USD 763,750; No. 2908/JKT/2010 with contract value of
USD 1,407,550; No. 2909/JKT/2010, with contract value
of USD 1,254,000; No. 2911/JKT/2010, with contract
value of USD 2,168,700; No. 2912/JKT/2010 with
contract value of USD 644,000. All appointments
effectively applicable on October 28, 2010.
j. On October 21, 2010, PT Wintermar and PT Arial Niaga
Nusantara, subsidiaries, agree with PT Pelayaran INDX
Lines (PIL) to sell vessel SDS 24 and Niagara 1803,
with selling price of USD 500,000 and USD 225,000
repectively. The transfer of vessel will be done after the
vessel surveyed by the Indonesian Bureau of
Classification and comply with all term and condition
specified in the agreement.
k. On October 28, 2010, PT Wintermar, a subsidiary,
agreed with Seacoral Maritime Pte Ltd to buy vessel
SMS Vision, with the purchase price of USD 3,800,000
and repayment by installment in 4 months after transfer
of vessel.
d1/November 16, 2010 72 Paraf:
247

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
32. Perkembangan Terakhir Pernyataan 32. Revised of Statement of Financial
Standar Akuntansi Keuangan (PSAK) Accounting Standards (SFAS)
Berikut ini ikhtisar revisi Pernyataan Standar Akuntansi
Keuangan (PSAK), interpretasi dan pencabutan standar yang
telah diterbitkan, tetapi belum efektif per 30 Juni 2010.
Efektif berlaku pada atau setelah tanggal 1 Januari 2011:
PSAK 01 (Revisi 2009) “Penyajian Laporan Keuangan”
Menetapkan dasar-dasar bagi penyajian laporan keuangan
bertujuan umum (general purpose financial statements)
agar dapat dibandingkan baik dengan laporan keuangan
periode sebelumnya maupun dengan laporan keuangan
entitas lain.
PSAK 02 (Revisi 2009) “Laporan Arus Kas”
Memberikan pengaturan atas informasi mengenai
perubahan historis dalam kas dan setara kas melalui
laporan arus kas yang mengklasifikasikan arus kas
berdasarkan aktivitas operasi, investasi, maupun
pendanaan (financing) selama suatu periode.
PSAK 04 (Revisi 2009), “Laporan Keuangan Konsolidasian
dan Laporan Keuangan Tersendiri”,
Diterapkan dalam penyusunan dan penyajian laporan
keuangan konsolidasian untuk sekelompok entitas yang
berada dalam pengendalian suatu entitas induk dan dalam
akuntansi untuk investasi pada entitas anak, pengendalian
bersama entitas, dan entitas asosiasi ketika laporan
keuangan tersendiri disajikan sebagai informasi tambahan.
PSAK 05 (Revisi 2009), “Segmen Operasi”,
Informasi segmen diungkapkan untuk memungkinkan
pengguna laporan keuangan untuk mengevaluasi sifat dan
dampak keuangan dari aktivitas bisnis yang mana entitas
terlibat dan lingkungan ekonomi dimana entitas beroperasi.
PSAK 7 (Revisi 2010) “Pengungkapan Pihak-pihak yang
Berelasi”
Tujuan standar ini adalah untuk memastikan bahwa
laporan keuangan suatu entitas berisi pengungkapan
yang diperlukan atas keberadaan pihak berelasi, transaksi
dan saldo dengan masing-masing pihak berelasi tersebut.
PSAK 15 (Revisi 2009), “Investasi Pada Entitas Asosiasi”,
Diterapkan untuk akuntansi investasi dalam entitas
asosiasi.
PSAK 25 (Revisi 2009) “Kebijakan Akuntansi, Perubahan
Estimasi Akuntansi, dan Kesalahan”
Menentukan kriteria untuk pemilihan dan perubahan
kebijakan akuntansi, bersama dengan perlakuan akuntansi
dan pengungkapan atas perubahan kebijakan akuntansi,
perubahan estimasi akuntansi, dan koreksi kesalahan.
The following summarizes the revised SFASs, interpretations
and standards revocation which have been recently issued, but
are not yet effective as of June 30, 2010.
Effective on or after January 1, 2011:
SFAS 01 (Revised 2009) “Presentation of Financial
Statements”
Prescribes the basis for presentation of general purpose
financial statements to ensure comparability both with the
entity ‘s financial statements of previous periods and with
the financial statements of other entities
SFAS 02 (Revised 2009) “Statement of Cash Flows”
Requires the provision of information about historical
changes in cash and cash equivalents by means of a
statement of cash flows which classifies cash flows during
the period from operating, investing and financing activities.
SFAS 04 (Revised 2009), “Consolidated and Separate
Financial Statements”,
Provides guidance to be applied in the preparation and
presentation of consolidated financial statements for a
group of entities under the control of a parent and in
accounting for investments in subsidiaries, jointly controlled
entities and associates when separate financial statements
are presented as additional information.
SFAS 05 (Revised 2009), “Operating Segments”,
Prescribes segment information to be disclosed to enable
users of financial statements to evaluate the nature and
financial effects of the business activities in which the entity
engages and the economic environments in which it
operates.
SFAS 7 (Revised 2010) “Related Party Disclosures”
The objective of this standard is to ensure that an entity's
financial statements contain the disclosures necessary to
existence of related parties, transactions and outstanding
balances with such related parties.
SFAS 15 (Revised 2009), “Investments in Associates”,
Provides guidance to be applied in accounting for
investments in associates.
SFAS 25 (Revised 2009) “Accounting Policies, Changes in
Accounting Estimates and Errors”
Prescribes the criteria for selecting ang changing
accounting policies, together with the accounting treatment
and disclosure of changes in accounting policies, changes
in accounting estimates and corrections of errors.
d1/November 16, 2010 73 Paraf:
248

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
Untuk Periode Enam Bulan yang Berakhir Pada 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir Pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (InThousand Rupiah, Unless Stock Data)
PSAK 48 (Revisi 2009) “Penurunan Nilai Aset”
Menetapkan prosedur-prosedur yang diterapkan agar aset
dicatat tidak melebihi jumlah terpulihkan dan jika aset
tersebut terjadi penurunan nilai, rugi penurunan nilai harus
diakui.
PSAK 57 (Revisi 2009) “Provisi, Liabilitas Kontinjensi, dan
Aset Kontinjensi”
Bertujuan untuk mengatur pengakuan dan pengukuran
kewajiban diestimasi, kewajiban kontijensi serta untuk
memastikan informasi memadai telah diungkapkan dalam
catatan atas laporan keuangan untuk memungkinkan para
pengguna memahami sifat, waktu, dan jumlah yang terkait
dengan informasi tersebut.
PSAK 58 (Revisi 2009), “Aset Tidak Lancar yang Dimiliki
untuk Dijual dan Operasi yang Dihentikan”,
Mengatur akuntansi untuk aset yang dimiliki untuk dijual,
serta penyajian dan pengungkapan operasi dihentikan.
SFAS 48 (Revised 2009) “Impairment of Assets”
Prescribes the procedures applied to ensure that assets are
carried at no more than their recoverable amount and if the
assets are impaired, an impairment loss should be
recognized.
SFAS 57 (Revised 2009) “Provisions, Contingent Liabilities
and Contingent Assets”
Aims to provide that appropriate recognition criteria and
measurement bases are applied to provisions, contingent
liabilities and to ensure that sufficient information is
disclosed in the notes to enable users to understand the
nature, timing and amount related to the information.
SFAS 58 (Revised 2009), “Non-Current Assets, Held for
Sale and Discontinued Operations”,
Specifies the accounting for assets held for sale, and the
presentation and disclosure of discontinued operations.
Efektif berlaku pada atau setelah tanggal 1 Januari 2012: Effective on or after January 1, 2012:
PSAK 10 (Revisi 2010) “Pengaruh Perubahan Nilai
Valuta Asing”
Mengatur cara memasukkan transaksi mata uang asing
dan operasi asing dalam laporan keuangan suatu entitas
dan bagaimana mentranlasikan laporan keuangan ke
dalam mata uang penyajian.
Manajemen sedang mengevaluasi dan belum menentukan
dampak dari Standar, Intepretasi, dan Pencabutan Standar
yang direvisi dan yang baru tersebut terhadap laporan
keuangan konsolidasiannya.
SFAS 10 (Revised 2010) “The Effects of Changes in
Foreign Exchange Rates”
Prescribes how to include foreign currency transactions
and foreign operations in the financial statements of an
entity and how to translate financial statements into a
presentation currency.
The management is presently evaluating and has not yet
determined the effects of these revised and new Standards, its
Interpretations and Standards Revocation in its consolidated
financial statement.
33. Reklasifikasi Akun 33. Reclassification of Accounts
Penyajian akun piutang dan hutang pihak hubungan istimewa
tahun 2009, 2008 dan 2007 telah direklasifikasi agar sesuai
dengan penyajian Laporan Keuangan Konsolidasi 2010. Berikut
rincian akun yang direklasifikasi untuk masing-masing tahun:
Presentation of due from and due to related parties in 2009,
2008 and 2007 were reclassified to conform to 2010
Consolidated Financial Statements presentation.The details of
reclassified accounts are as follows:
d1/November 16, 2010 74 Paraf:
249

PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
DAN PERUSAHAAN ANAK AND SUBSIDIARIES
CATATAN ATAS LAPORAN KEUANGAN NOTES TO CONSOLIDATED FINANCIAL
KONSOLIDASIAN (LANJUTAN) STATEMENTS (CONTINUED)
34. Penerbitan Kembali Laporan Keuangan
Konsolidasian
34. Reissuance of Consolidated Financial
Statements
35. Tanggung Jawab Manajemen atas Laporan 35. Management Responsibility on the
Keuangan Konsolidasian
Consolidated Financial Statements
250

Lampiran I Attachment I
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
(Perusahaan Induk Saja) (Parent Company Only)
NERACA BALANCE SHEETS
Per 30 Juni 2010, 31 Desember 2009, 2008 dan 2007 As of June 30, 2010, December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
2010 2009 2008 2007
Rp Rp Rp Rp
ASET ASSETS
ASET LANCAR CURRENT ASSETS
Kas dan Setara Kas 4,869,587 6,319,163 6,091,772 10,131,968 Cash and Cash Equivalents
Piutang Usaha Accounts Receivable
Hubungan Istimewa 3,557,840 5,251,617 11,013,062 3,101,341 Related Parties
Pihak Ketiga Third Parties
(Setelah dikurangi penyisihan piutang (Net of allowance for doubtful accounts
ragu-ragu sebesar Rp 673.915 amounted to Rp 673,915
pada 30 Juni 2010, dan nihil 4,460,489 7,794,887 5,744,702 4,625,039 as of June 30, 2010, and nil
per 31 Desember 2009, 2008 dan 2007) as of December 31, 2009, 2008 and 2007)
Piutang Lain-lain - Pihak Ketiga 1,127,851
375,874 934,594 160,574 Others Receivable - Third Parties
Pajak Dibayar di Muka 58,291
70,156 68,542 28,933 Prepaid Taxes
Uang Muka dan Biaya Dibayar di Muka 684,812
71,619 2,410,711 118,931 Advances and Prepaid Expenses
Jumlah Aset Lancar 14,758,871 19,883,317 26,263,383 18,166,786 Total Current Assets
ASET TIDAK LANCAR NON CURRENT ASSETS
Piutang Hubungan Istimewa Due from Related Parties
(Setelah dikurangi penyisihan piutang (Net of allowance for doubtful accounts
ragu-ragu sebesar Rp 2.945.589.805 amounted to Rp 2.945.589.805 as of
pada 30 Juni 2010 dan 31 Desember 2009, June 30, 2010 and December 31, 2009,
dan nihil per 31 Desember 20008 dan 2007) 70,701,675 53,765,766 12,188,198 110,318 and nil as of December 31, 2008 and 2007)
Investasi Saham 571,744,178 372,279,925 71,824,006 -- Investment in Shares
Aset Pajak Tangguhan 736,397
736,397 -- -- Deferred Tax Assets
Aset Tetap Fixed Assets
(Setelah dikurangi akumulasi (Net of accumulated depreciation of
penyusutan sebesar Rp 33.376.119, Rp 33,376,119, Rp 26,843,352,
Rp 26.843.352, Rp 20.476.531 dan Rp 20,476,531 and Rp 18,983,809
Rp 18.983.809 per 30 juni 2010, as of June 30, 2010 and
31 Desember 2009, 2008 dan 2007) 90,054,835 95,381,414 96,165,199 69,542,403 December 31, 2009, 2008 and 2007)
Aset Tidak Lancar Lainnya 1,622,550
750,000 -- -- Others Non Current Assets
Jumlah Aset Tidak Lancar 734,859,635 522,913,503 180,177,403 69,652,721 Total Non Current Assets
JUMLAH ASET 749,618,505 542,796,820 206,440,785 87,819,507 TOTAL ASSETS
251
Paraf:

Lampiran I Attachment I
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
(Perusahaan Induk Saja) (Parent Company Only)
NERACA (Lanjutan) BALANCE SHEETS (Continued)
Per 30 Juni 2010, 31 Desember 2009, 2008 dan 2007 As of June 30, 2010, December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
2010 2009 2008 2007
Rp Rp Rp Rp
KEWAJIBAN DAN EKUITAS LIABILITIES AND
STOCKHOLDERS' EQUITY
KEWAJIBAN JANGKA PENDEK SHORT TERM LIABILITIES
Hutang Usaha Accounts Payable
Hubungan Istimewa 8,179,519 3,789,054 65,904 26,227 Related Parties
Pihak Ketiga 1,276,027 941,393 1,227,615 920,118 Third Parties
Hutang Pajak 290,254 1,870,259 1,649,851 902,906 Taxes Payables
Beban yang Masih Harus Dibayar 255,251 10,830 157,461 228,282 Accrued Expenses
Hutang Lain-lain - Pihak Ketiga 392,851 79,940 18,218,517 3,309,689 Others Payable - Third Parties
Hutang Dividen -- 10,752,000 -- -- Dividend Payable
Bagian Lancar Hutang Bank Jangka Panjang 1,728,951 3,551,395 -- -- Current Portion of Long-term Bank Loans
Jumlah Kewajiban Jangka Pendek 12,122,853 20,994,871 21,319,348 5,387,223 Total Short Term Liabillities
KEWAJIBAN JANGKA PANJANG LONG TERM LIABILITIES
Hutang Hubungan Istimewa 194,395,393 14,210,000 -- 142,487 Due to Related Parties
Hutang Bank Jangka Panjang 12,079,127 10,744,168 -- -- Long term Bank Loans
Kewajiban Diestimasi atas Imbalan Kerja 6,360,338 2,033,734 114,396 393,675 Estimated Liabilities on Employee Benefits
Jumlah Kewajiban Jangka Panjang 212,834,858 26,987,902 114,396 536,162 Total Long Term Liabillities
JUMLAH KEWAJIBAN 224,957,711 47,982,773 21,433,744 5,923,385 TOTAL LIABILITIES
EKUITAS STOCKHOLDERS' EQUITY
Modal Saham Capital Stock
Nilai nominal Rp 1.000.000 per saham Par value Rp 1,000,000 per share
Modal Dasar - Authorized Capital -
492.184 saham per 30 Juni 2010 492,184 shares as of June 30, 2010 and
dan 31 Desember 2009,10.000 saham December 31, 2009, 10,000 shares
per 31 Desember 2008 dan 2007 as of December 31, 2008 and 2007
Modal Ditempatkan dan Disetor Penuh - Issued and Fully Paid
masing-masing 123.046 saham 123,046 shares as of June 30, 2010 and
per 30 juni 2010 dan 31 Desember 2009, December 31, 2009, 8,789 shares as of
8.789 saham per 31 Desember 2008 dan December 31, 2008 and
5.289 saham per 31 Desember 2007 123,046,000 123,046,000 8,789,000 5,289,000 5,289 shares as of December 31, 2007
Difference in Value Resulting from
Selisih Nilai Transaksi Restrukturisasi Restructuring Transactions Between
Entitas Sepengendali 337,777,203 337,777,203 60,968,812 (1,325,039) Entities Under Common Control
Selisih Kurs Penjabaran Laporan Keuangan (984,000) -- -- -- Translation Adjustment
Selisih Transaksi Perubahan Ekuitas Difference Due to Changes of Equity
Perusahaan Anak (308,351) (308,351) -- -- Transaction in Subsidiary
Saldo Laba 65,129,942 34,299,195 115,249,230 77,932,161 Retained Earnings
Jumlah Ekuitas 524,660,794 494,814,047 185,007,042 81,896,123 Total Stockholers' Equity
JUMLAH KEWAJIBAN TOTAL LIABILITIES AND
DAN EKUITAS 749,618,505 542,796,820 206,440,785 87,819,507 STOCKHOLDERS' EQUITY
252
Paraf:

Lampiran II Attachment II
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
(Perusahaan Induk Saja) (Parent Company Only)
LAPORAN LABA RUGI STATEMENTS OF INCOME
Untuk Periode Enam Bulan yang Berakhir 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
2010 2009 2008 2007
6 bulan (months ) 1 tahun (year ) 1 tahun (year ) 1 tahun (year )
Rp Rp Rp Rp
PENDAPATAN 24,853,736 47,889,926 47,441,498 25,245,608 REVENUES
BEBAN LANGSUNG 16,329,906 28,221,206 16,171,771 12,931,979 DIRECT EXPENSES
LABA KOTOR 8,523,830 19,668,720 31,269,727 12,313,630 GROSS PROFIT
BEBAN USAHA OPERATING EXPENSES
Pemasaran -- 122,333 39,437 15,914 Marketing
Umum dan Administrasi 15,330,222 11,621,655 2,286,391 1,188,022 General and Administrative
Jumlah Beban Usaha 15,330,222 11,743,988 2,325,828 1,203,935 Total Operating Expenses
LABA (RUGI) USAHA (6,806,392) 7,924,732 28,943,899 11,109,694 INCOME (LOSS) FROM OPERATIONS
PENGHASILAN (BEBAN) LAIN-LAIN OTHER INCOME (CHARGES)
Laba (Rugi) Selisih Kurs - Bersih 466,100 (2,928,264) 541,329 430,735 Gain (Loss) on Foreign Exchange - Net
Penghasilan Bunga 45,162 70,638 79,750 48,555 Interest Income
Laba Pelepasan Aset Tetap -- 274,933 4,608,228 1,966,410 Gain on Disposal of Fixed Assets
Beban Bunga (548,138) (554,673) -- -- Interest Expenses
Rugi Atas Penurunan Nilai Aset
yang Tidak Digunakan (2,380,245) -- -- -- Loss on Impairment of Unused Assets
Lain-lain -- (655,508) (135,199) 118,862 Others
Jumlah Penghasilan (Beban)
Lain-lain - Bersih (2,417,121) (3,792,874) 5,094,108 2,564,561 Total Other Income (Charges) - Net
INCOME (LOSS) BEFORE EQUITY
LABA (RUGI) SEBELUM BAGIAN LABA IN NET EARNING OF
PERUSAHAAN ANAK/ASOSIASI (9,223,513) 4,131,858 34,038,006 13,674,255 SUBSIDIARIES/ASSOCIATE
BAGIAN LABA EQUITY IN NET EARNING OF
PERUSAHAAN ANAK/ASOSIASI 56,403,753 46,922,694 5,380,155 -- SUBSIDIARIES/ASSOCIATE
LABA SEBELUM PAJAK PENGHASILAN 47,180,240 51,054,552 39,418,162 13,674,255 INCOME BEFORE INCOME TAX
BEBAN PAJAK PENGHASILAN INCOME TAX EXPENSES
Pajak Kini (279,920) (563,857) (2,101,093) (1,040,249) Current Tax
Pajak Tangguhan -- 736,397 -- (87,870) Deferred Tax
(279,920) 172,540 (2,101,093) (1,128,119)
LABA BERSIH 46,900,320 51,227,092 37,317,069 12,546,136 NET INCOME
253
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Paraf:
SALDO PER 30 JUNI 2010 123,046,000 337,777,203 (984,000) (308,351) 65,129,942 524,660,794 BALANCE AS OF JUNE30, 2010
Selisih Kurs Penjabaran Laporan -- -- (984,000) -- -- (984,000) Translation Adjustment
Keuangan
Dividen Tunai -- -- -- -- (16,069,573) (16,069,573) Cash Dividend
Laba Bersih (6 bulan) -- -- -- -- 46,900,320 46,900,320 Net Income (6 months)
Laba Bersih (1 tahun) -- -- -- -- 51,227,092 51,227,092 Net Income (1 year)
SALDO PER 31 DESEMBER 2009 123,046,000 337,777,203 -- (308,351) 34,299,195 494,814,047 BALANCE AS OF DECEMBER 31, 2009
Dividen Tunai -- -- -- -- (17,920,127) (17,920,127) Cash Dividend
Dividen Saham 114,257,000 -- -- -- (114,257,000) -- Stock Dividend
Difference in Value Resulting from
Selisih Nilai Transaksi Restrukturisasi Restructuring Transaction between
Entitas Sepengendali -- 276,808,391 -- -- -- 276,808,391 Entities Under Common Control
Selisih Kurs Penjabaran Laporan Keuangan
Perusahaan Asosiasi yang Dimiliki Translation Adjustment of AssociatesCompany
Perusahaan Anak -- -- -- (308,351) -- (308,351) Owned by Subsidiary
Laba Bersih (1 tahun) -- -- -- -- 37,317,069 37,317,069 Net Income (1 year)
SALDO PER 31 DESEMBER 2008 8,789,000 60,968,812 -- -- 115,249,230 185,007,042 BALANCE AS OF DECEMBER 31, 2008
Setoran Modal 3,500,000 -- -- -- -- 3,500,000 Paid in Capital
Difference in Value Resulting from
Selisih Nilai Transaksi Restrukturisasi Restructuring Transaction between
Entitas Sepengendali -- 62,293,851 -- -- -- 62,293,851 Entities Under Common Control
254
SALDO PER 31 DESEMBER 2007 5,289,000 (1,325,039) -- -- 77,932,161 81,896,123 BALANCE AS OF DECEMBER 31, 2007
Laba Bersih (1 tahun) -- -- -- -- 12,546,136 12,546,136 Net Income (1 year)
SALDO PER 31 DESEMBER 2006 5,289,000 (1,325,039) -- -- 65,386,025 69,349,986 BALANCE AS OF DECEMBER 31, 2006
Lampiran III Attachment III
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
(Perusahaan Induk Saja) (Parent Company Only)
LAPORAN PERUBAHAN EKUITAS STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Untuk Periode Enam Bulan yang Berakhir 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
Modal Saham/ Selisih Nilai Selisih Kurs Selisih Transaksi Saldo Laba - Jumlah Ekuitas/
Capital Stock Transaksi Penjabaran Perubahan Belum Ditentukan Total
Restrukturisasi Laporan Ekuitas Penggunaannya/ Stockholders'
Entitas Keuangan / Perusahaan Retained Equity
Sepengendali/ Translation Anak/ Earnings -
Difference in Value Adjustment Difference Due to Unappropriated
Resulting from Changes of
Restructuring Equity
Transactions Transactions
between Entities in
under Subsidiary
Common Control
Rp Rp Rp Rp Rp Rp

Lampiran IV Attachment IV
PT WINTERMAR OFFSHORE MARINE TBK PT WINTERMAR OFFSHORE MARINE TBK
(d/h PT SWAKARYA MULIA SHIPPING) (Formerly PT SWAKARYA MULIA SHIPPING)
(Perusahaan Induk Saja) (Parent Company Only)
LAPORAN ARUS KAS STATEMENTS OF CASH FLOWS
Untuk Periode Enam Bulan yang Berakhir 30 Juni 2010 dan For the Six-Month Period Ended June 30, 2010 and
Untuk Tahun-tahun yang Berakhir pada 31 Desember 2009, 2008 dan 2007 For the Years Ended December 31, 2009, 2008 and 2007
(Dalam Ribuan Rupiah, Kecuali Data Saham) (In Thousand Rupiah, Except for Stock Data)
2010 2009 2008 2007
Rp Rp Rp Rp
ARUS KAS DARI AKTIVITAS OPERASI CASH FLOWS FROM OPERATING ACTIVITIES
Penerimaan dari Pelanggan 29,207,997 51,460,565 37,746,412 23,578,289 Cash Received from Customers
Pembayaran kepada Pemasok Cash Paid to Suppliers
dan Lainnya (26,588,065) (37,631,336) (11,735,284) (3,447,617) and Others
Pembayaran kepada Karyawan (11,779,013) (9,246,571) (4,815,639) (2,741,912) Cash Paid to Employees
Pembayaran Pajak Penghasilan (231,079) (2,051,355) (1,317,039) (1,785,327) Payment of Income Tax
Penerimaan Bunga 45,162 70,638 79,750 48,555 Interest Received
Arus Kas Bersih Diperoleh dari (Digunakan untuk) Net Cash Flows Provided by (Used in)
Aktivitas Operasi (9,344,999) 2,601,941 19,958,199 15,651,987 Operating Activities
ARUS KAS DARI AKTIVITAS INVESTASI CASH FLOWS FROM INVESTING ACTIVITIES
Penerimaan Dividen -- 277,971,929 -- -- Received from Dividend
Hasil Penjualan Aset Tetap -- 800,000 6,208,532 7,781,212 Proceed from Disposal of Fixed Assets
Pembayaran Uang Muka Investasi Saham -- -- (2,270,000) -- Payment of Investment Advance
Perolehan Aset Tetap (1,206,188) (6,844,036) (20,821,872) (23,845,278) Acquisitions of Fixed Assets
Penambahan Investasi Saham (10,200,000) (253,088,080) (4,150,000) -- Placement of Investment in Shares
Arus Kas Bersih Diperoleh dari (Digunakan untuk) Net Cash Flows Provided by (Used in)
Aktivitas Investasi (11,406,188) 18,839,813 (21,033,339) (16,064,066) Investing Activities
ARUS KAS DARI AKTIVITAS PENDANAAN CASH FLOWS FROM FINANCING ACTIVITIES
Perolehan Hutang Bank 1,650,000 17,110,200 -- -- Proceed from Bank Loan
Penerimaan dari Pihak Hubungan Istimewa 91,523,326 13,910,000 -- -- Receipt from Related Parties
Penerimaan Setoran Modal -- -- 3,500,000 -- Receipt of Paid in Capital
Pembayaran Hutang Bank (1,766,531) (1,587,833) -- -- Payment of Bank Loan
Pembayaran Dividen (26,821,573) (7,168,127) -- -- Payment of Dividend
Pembayaran kepada Pihak Hubungan Istimewa (45,182,433) (42,819,515) (7,117,500) -- Payment to Related Party
Arus Kas Bersih Diperoleh dari (Digunakan untuk)
Net Cash Flows Provided by (Used in)
Aktivitas Pendanaan 19,402,789 (20,555,275) (3,617,500) -- Financing Activities
KENAIKAN (PENURUNAN) BERSIH KAS DAN NET INCREASE (DECREASE) IN CASH AND
SETARA KAS (1,348,399) 886,479 (4,692,640) (412,079) CASH EQUIVALENTS
255
EFFECTS OF FLUCTUATION IN
PENGARUH SELISIH KURS PADA EXCHANGE RATES ON
KAS DAN SETARA KAS (101,177) (659,088) 652,444 309,377 CASH AND CASH EQUIVALENTS
KAS DAN SETARA KAS CASH AND CASH EQUIVALENTS AT
PADA AWAL PERIODE/TAHUN 6,319,163 6,091,772 10,131,968 10,234,670 BEGINNING OF THE PERIOD/YEAR
KAS DAN SETARA KAS PADA CASH AND CASH EQUIVALENTS AT
AKHIR PERIODE/TAHUN 4,869,587 6,319,163 6,091,772 10,131,968 THE END OF THE PERIOD/YEAR
KAS DAN SETARA KAS PADA AKHIR CASH AND CASH EQUIVALENTS AT
PERIODE/TAHUN TERDIRI DARI: THE END OF THE PERIOD/YEAR CONSIST OF:
Kas 19,201 4,949 20,408 286,724 Cash on Hand
Bank 2,496,512 3,918,719 5,111,901 9,545,244 Cash in Banks
Deposito Berjangka 2,353,874 2,395,495 959,464 300,000 Time Deposits
Jumlah 4,869,587 6,319,163 6,091,772 10,131,968 Total
AKTIVITAS YANG TIDAK MEMPENGARUHI ARUS KAS: ACTIVITIES NOT AFFECTING CASH FLOWS:
Penambahan Investasi melalui Hutang 133,844,500 -- -- -- Placement of Investment in Shares through Payables
Pembayaran Dividen Saham -- 114,257,000 -- -- Payment of Stock Deviden
Kenaikan Setoran Modal yang berasal dari Increase of Paid in Capital through
Dividen Saham Stock Dividend
Dividen Tunai yang Terhutang -- 10,752,000 -- Unpaid Cash Dividend
Perolehan Aset Tetap melalui Hutang -- -- 18,058,180 -- Acqusition of Fixed Assets through Payables
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256

XIX. Articles of Association of the Issuer
Amendment on the articles of association of the Issuer is contained in the Deed of Statement of Approval of All Shareholders of
PT Wintermar Offshore Marine No. 15 dated 16 September 2010 which was drawn up by Fathiah Helmi, SH., a Notary in Jakarta.
With the amendments as stated above, the final Articles of Association of the Issuer are as follows:
NAME AND DOMICILE
Article 1
1. This company is called PT WINTERMAR OFFSHORE MARINE Tbk (hereinafter in these Articles of Association shall be
sufficiently referred to as the “Company”), domiciled in Jakarta Barat .
2. The Company may establish branches or representative offices in other places both inside and outside the territory of the
Republic of Indonesia, as determined by the Board of Directors, with approval from the Board of Commissioners.
DURATION
Article 2
This Company was established for an unlimited period and commenced as a limited liability company on 06-03-1996 (sixth of
March one thousand nine hundred ninety six).
PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
The purpose and objective of the Company is to engage in the business of Shipping . In order to achieve the purpose and
objective referred to above, the Company may engage in the following business activities:
A. To engage in a primary business activity in domestic shipping sector, which includes the following business activities:
1. To engage in sea transportation business activities between ports in Indonesia, with fixed and defined route and or
unfixed and undefined route ( tramper) using all types of vessels;
2. To engage in business activities concerning shipping/transporting people/passengers, animals, or cargoes between
sea ports, drilling rig / offshore platforms, and other activities using various types of vessels, including sea
transportation activities for offshore;
3. To engage in business activities concerning transporting oil/gas goods using tankers;
4. To engage in business activities concerning transportation of hazardous and toxic waste;
5. To engage in business activities concerning vessels rental (chartering) using various types of vessels;
6. To engage in business activities as owner’s representative of sea transportation shipping companies, whether
permanent or non-permanent shipping, domestic or abroad;
7. To engage in business activities with tugboat shipping services
8. To engage in service business activities concerning rental of equipments related to shipping, including data
processing, equipment part list and related business activities;
9. To engage in business activities concerning ship management, which include but not limited to maintenance,
docking preparation, providing spare parts, supplies for crew, equipments and tools for crew
10. logistics, manning, insurance, and certification that verify that vessels are seaworthy;
11. To engage in supporting services for offshore activities.
B. Supporting activities supporting the primary business activities of the Company are as follows:
1. To conduct geophysical survey such as seismic survey and under water survey;
2. To conduct marine offshore construction such as development of platforms and offshore structures;
3. To conduct under water inspections and repairs such as pipe inspections or pipe repairs, and also pipe installment
using vessels;
4. To engage in business activities as mediator sale-purchase and/or rental of vessels (ship broker);
5. To engage in activities concerning vessel maintenance and repair;
6. To engage in activities concerning ship manning agency, including but limited to, recruitment and placement
of crews in accordance with classifications;
146
257

CAPITAL
Article 4
1. The authorized capital of the Company shall be in the amount of Rp.1,000,000,000,000.00 (one trillion Rupiah) divided into
10.000.000.000 (ten billion) shares, with each share having a nominal value of Rp.100.00 (one hundred Rupiah).
2. 2,650,000,000 (two billion six hundred fifty million) shares with a total nominal value amounting to Rp.265,000,000,000.00
(two hundred sixty five billion Rupiah) have been fully paid up by the shareholders, details of which are stated at the end of
this Deed, along with the nominal value of each share.
3. 100 % (one hundred percent) of the nominal value of each share that has been subscribed and paid up, as stated above, or a
total of Rp.265,000,000,000.00 (two hundred sixty five billion Rupiah) has been deposited by the shareholders and constitute
previous deposit, which are as follows:
a. amounting to Rp.258,346,000,000.00 (two hundred fifty eight billion three hundred forty six million Rupiah) in cash;
b. amounting to Rp.6,654,000,000.00 (six billion six hundred fifty four million Rupiah) constitute the Company’s debt to
PT Dwiprimajaya Lestari converted into shares.
4. Deposit on shares may be in the form of cash or otherwise. Deposit on shares in forms other than cash, whether tangible or
intangible, should meet the following stipulations:
a) goods for capital deposit must be announced to the public at the time of convening of General Meeting of Shareholders
concerning such deposit;
b) Goods for capital deposit must be assessed by Appraiser registered at BAPEPAM-LK and should not be used as
guarantee in any manner whatsoever;
c) obtain the approval of the GMS with quorum as stipulated in Article 14 paragraph 1 of these Articles of Association.
d) In the event that the goods for capital deposit are in the form of shares of the Company that are registered at the Stock
Exchange, therefore the price must be determined at fair market price; and
e) In the event that such deposit originates from retained earnings, shares agio, Company’s Net Income, and/or element of
the capital itself, therefore such retained earnings, shares agio, Company’s Net Income, and/or element of the capital
itself must be stated in the last Annual Financial Statements, which shall have been audited by an Accountant registered
at BAPEPAM-LK with Unqualified opinion.
f) The GMS approving Public Offering must decide the maximum number of shares to be issued to the public; and the
granting of authority to the Board of Commissioners to state the realization of number of shares actually issued in the
event of such Public Offering.
5. Shares still in portfolio are to be issued by the Company with the approval of the General Meeting of Shareholders
(hereinafter the General Meeting of Shareholders shall be referred to as GMS) with particular requirements and price set forth
by the Board of Directors with the approval of the Board of Commissioners and the said price shall not be below the nominal
value, the issuance of such shares shall comply with the stipulations in these Articles of Association and the statutory
regulations in Capital Market sector, and also the regulations of the Stock Exchange, wherein the shares of the Company are
registered.
6. Each increase in capital made by way of issuing Equity Securities (Equity Securities are Shares, Securities that can be
converted into shares or Securities containing the right to acquire shares from the Company as the issuer), shall be executed
in accordance with the following stipulations:
a) Each increase in capital through the issuance of Equity Securities conducted by subscription shall be executed by
providing Preemptive Right (hereinafter to be referred to as HMETD) to the shareholders whose names are recorded in
the registry of shareholders of the Company on the date stipulated by the GMS approving the issuance of Equity Shares
in the amount equal to the number of shares recorded in the registry of shareholders of the Company on behalf of
respective shareholder on such date.
b) Issuance of equity securities without providing the shareholders with HMETD may be performed in the event of issuance
of shares that are:
1). Designated for employees of the Company;
2). Designated for the holders of bonds or other securities that can be converted to shares, which were issued with
the approval from the GMS;
3). Conducted in the event of reorganization and/or restructuring approved by the GMS; and/or
4). Conducted in accordance with the regulations in the Capital Market that allows increase in capital without
HMETD.
c) HMETD must be able to be assigned or traded with a particular period of time as set forth in Regulation Number IX.D.1
concerning Preemptive Right.
d) Equity securities to be issued by the Company and not subscribed by the holders of HMETD must be allocated to all
shareholders subscribing additional Equity securities, with stipulation that if the number of Equity Securities subscribed
exceeds the number of Equity securities to be issued, therefore the said unsubscribed Equity securities must be
allocated in proportion with the number of HMETD exercised by each shareholder subscribing additional Equity
securities.
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258

e) In the event there are still Equity securities which have not been subscribed for by the shareholders as stated in letter d
of this paragraph, therefore in the event that there is stand-by purchaser, the said Equity securities must be allocated to
a certain Party acting as stand-by purchaser with the same price and conditions.
f) Implementation of issuance of shares in portfolio for Securities holders that can be converted to shares or Securities
containing the right to acquire shares, may be conducted by the board of directors based on the prior GMS of the
Company approving the issuance of such Securities.
g) Additional paid up capital is effective after deposit, and the shares issued have the rights that are the same as the
shares with the same classification as the ones issued by the Company, by not reducing the obligation of the Company
to arrange the notification to the Minister of Laws and Human Rights.
7. Increase in the Authorized Capital of the Company:
a) Increase in the authorized capital of the Company can only be implemented based on the decision of the GMS.
Amendment to the articles of association in the event of changes in authorized capital must be approved by the Minister
of Laws and Human Rights.
b) Increase in authorized capital that causes the Issued and paid up capital to become less than 25% (twenty five percent)
of the authorized capital may be implemented as long:
b.1. It has acquired the approval from the GMS to increase the authorized capital;
b.2. It has acquired approval from the Minister of Laws and Human Rights;
b.3. The increase in the Issued and paid up capital to become at least 25% (twenty five percent) of the authorized
capital is implemented within a period of maximum 6 (six) months after the approval from the Minister of Laws and
Human Rights.
b.4. In the event the increase in the paid up capital as stated in Article 4 paragraph 7.b.3 of these Articles of
Association is not completely fulfilled, therefore the Company is required to amend its Articles of Association, thus
the paid up capital meets the stipulation in Article 33 paragraph (1) and paragraph (2) UUPT, within a period of
2 (two) months after the period in Article 4 paragraph 7.b.3 of these Articles of Association is not met;
b.5. The approval from the GMS as stated in Article 4 paragraph 7 b.1 of these Articles of Association includes the
approval to amend the articles of association as stated in Article 4 paragraph 7.b.4 of these Articles of
Association.
c) Amendment of Articles of Association in the event of increasing the authorized capital is effective after capital deposit
that causes the paid up capital to become at least 25% (twenty five percent) of the authorized capital and with the same
rights of the other shares issued by the Company, by not reducing the obligations of the Company to arrange the approval
for the amendment of articles of association from the Minister of Laws and Human Rights on the implementation
of increase in such paid up capital.
8. The Company may buy back the shares it has issued, with due observance to the prevailing statutory regulations.
SHARES
Article 5
1. All Shares issued by the Company shall be registered Shares, as registered in the Registry of Shareholders of the Company.
2. The Company recognizes only one (1) natural person or one (1) legal entity as the owner of one (1) Share;
3. Each 1 (one) share provides 1 (one) right to vote.
4. In the event a Share, for any reason, becomes owned by several persons, then those who own the Share together are
obliged to nominate one person, from among themselves, or another person, as their proxy, and only the name of their proxy
shall be registered in the Registry of Shareholders and this proxy must be considered as valid owner of the concerned shares
and has the right to exercise all rights which are granted by law over such shares.
5. Every shareholder is required to comply with the Articles of Association and to all decisions taken legitimately in the GMS and
the prevailing statutory regulations.
6. All shares issued by the Company may be pledged by complying with the statutory regulations concerning granting of shares
pledge, statutory regulations in Capital Market, and UUPT.
7. Proof of Ownership of Shares is as follows:
a. In the event the Company’s Shares are not included in the Collective Depository at the Depository and Settlement
Institution, therefore the Company is required to provide proof of ownership of shares in the form of shares certificates or
collective shares certificates to their shareholders.
b. In the event the Company’s Shares are included in the Collective Depository at the Depository and Settlement
Institution, therefore the Company is required to issue shares certificates or written confirmation to the Depository and
Settlement Institution as proof of registration in the registry of shareholders of the Company.
8. For shares of the Company registered at the Stock Exchange, statutory regulation in Capital Market and regulations of the
Stock Exchange, wherein such shares are listed, also apply.
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SHARES CERTIFICATES
Article 6
1. The Company may issue a collective shares certificate which provides a proof of ownership of 2 (two) or more shares owned
by a shareholder.
2. Shares certificate must contain at least the following:
a. Name and address of the shareholder;
b. Number or share certificate;
c. Nominal value of the share;
d. Date of issuance of the share certificate;
3. The collective share certificate must contain at least the following:
a. Name and address of the shareholder;
b. Number of collective share certificate;
c. Number of share certificate and total shares;
d. Nominal value of share;
e. Date of issuance of collective share certificate;
4. Each share certificate and/or collective shares certificates and/or conversion bonds and/or warrants and/or other securities
which can be converted into shares must be printed and affixed with sequential number and the date of issuance, and it also
must contain the signatures of the Board of Directors together with a member of the Board of Commissioners appointed by
the Meeting of the Board of Commissioners, and the said signatures may be printed directly on the share certificate and/or
collective shares certificates and/or conversion bonds and/or warrants and/or other securities which can be converted into
shares, by complying with the prevailing statutory regulations in Capital Market sector.
DUPLICATE SHARE CERTIFICATE
Article 7
1. Damaged share certificate or collective shares certificates:
a. In the event that the share certificate is damaged, the replacement of such share certificate may be carried out if:
1) The party submitting a written request for replacing the share certificate is the owner of the said share
certificate; and
2) The Company has received the damaged share certificate;
b. The Company is obligated to destroy the original share certificate that is damaged after providing the replacement of
share certificate with the same number as the original share certificate.
2. In the event that the share certificate is missing, the replacement of such share certificate may be carried out if:
a. The party submitting a written request for replacing the share certificate is the owner of the said share certificate;
b. The Company has acquired the reporting documentation from the Police of Republic of Indonesia concerning the
lost share certificate;
c. The Party submitting the request to replace the share certificate provides guarantee considered sufficient by the
Board of Directors of the Company; and
d. The plan to issue the replacement of the missing share certificate has been announced in the Stock Exchange,
wherein the shares of the Company are registered within a period of at least 14 (fourteen) Calendar days prior to
the issuance of the replacement share certificate.
3. The party submitting a written request for replacing the share certificate is the owner of the said share certificate.
4. The provisions in paragraphs 1, 2 and 3 of this article also apply to the issuance of replacement of collective shares
certificates or Equity Securities.
COLLECTIVE DEPOSITORY
Article 8
1. Provision concerning Collective Depository must at least contain the following:
a. Shares in the Collective Depository at the Depository and Settlement Institution shall be registered in the Registry of
Shareholders of the Company on behalf of the Depository and Settlement Institution for the interest of all account
holders at the Depository and Settlement Institution.
b. Shares in the Collective Depository at the Custodian Bank or Shares Company registered in the Securities account at
the Depository and Settlement Institution are registered in the name of the Custodian Bank or Shares Company
intended for the interest of account holder at such Custodian Bank or Shares Company;
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c. If the shares in the Collective Depository at the Custodian Bank constitute parts of the Mutual Fund Shares Portfolio in
the forms of collective investment contract and not included in the Collective Depository at the Depository and
Settlement Institution, therefore the Company shall register such shares in the book of Registry of Shareholders of the
Company on behalf of the Custodian Bank for the interest of the owner of Investment Unit from the Mutual Funds in the
form of such collective investment contract;
d. The Company is required to issue shares certificates or written confirmation to the Depository and Settlement Institution
as contained in the above letter a or the Custodian Bank as contained in the above letter c as proof of registration in the
Registry of Shareholders of the Company;
e. The Company is required to mutate the shares in the Collective Depository registered on behalf of the Depository and
Settlement Institution or the Custodian Bank for Mutual Funds in the form of collective investment contract in the
Registry of Shareholders of the Company to be under the name of the party appointed by the said Depository and
Settlement Institution or Custodian Bank;
Request for mutation shall be conveyed by the Depository and Settlement Institution or the Custodian Bank to the
Company or Shares Administration Bureau appointed by the Company;
f. The Depository and Settlement Institution, Custodian Bank, or Shares Company are required to issue a written
confirmation to the account holder as proof of registration in securities account;
g. In Collective Depository, shares of the same type and classification issued by the Company are equal and exchangeable
between one another;
h. The Company is required to refuse to register the shares in the Collective Depository if such shares certificates are
missing or destroyed, unless the Party requesting mutation is able to provide adequate proof and/or guarantee that such
Party is really the shareholder and that such shares certificates are really missing or destroyed;
i. The Company is required to refuse to register the shares to the Collective Depository if such shares are pledged, seized
based on court ruling or seized for the purpose of examination of a criminal case;
j. Securities account holder with Securities registered in the Collective Depository is entitled to attend and/or cast votes in
the GMS, in accordance with the number of shares owned in such securities account.
k. The Custodian Bank and Shares Company are required to submit list of Securities accounts along with the total number
of shares of the Company owned by each shareholder in the Custodian Bank and Shares Company to the Depository
and Settlement Institution to thereafter be submitted to the Company at the latest 1 (one) business day prior to the
notification for the GMS;
l. Investment Manager is entitled to attend and cast votes in the GMS on the Company’s shares included in the Collective
Depository at the Custodian Bank, which constitute parts of the Mutual Fund Shares portfolio in the form of collective
investment contract and not included in the Collective Depository at the Depository and Settlement Institution with
stipulation that such Custodian Bank is required to submit the name of such Investment Manager at the latest 1 (one)
business day prior to the GMS;
m. The Company is required to hand over dividend, bonus shares, or other rights in relation with ownership of shares to
the Depository and Settlement Institution for shares in the Collective Depository at the Depository and Settlement
Institution, and further, the Depository and Settlement Institution shall handover the dividend, bonus shares and other
rights to the Custodian Bank and Shares Company for the interest of each account holder at the such Custodian Bank
and Shares Company;
n. The Company is required to hand over divided, bonus shares, or other rights in relation with shares ownership to the
Custodian Bank for the shares in the Collective Depository at the Custodian Bank, which constitute parts of the Mutual
Fund Shares portfolio in the form of collective investment contract and not included in the Collective Depository at the
Depository and Settlement Institution; and
o. The time limit for determining holder of Securities account entitled to acquire dividend, bonus shares, or other rights in
relation with ownership of shares in the Collective Depository determined by the General Meeting of Shareholders, with
stipulation that the Custodian Bank and Shares Company are required to submit the list of holders of Securities account,
along with the number of shares of the Company owned by each Securities account holder to the Depository and
Settlement Institution, at the latest on the date that is the base of determination of shareholders entitled to acquire
dividend, bonus shares, or other rights, to further be submitted to the Company at the latest 1 (one) business day after
the date that is the base of determination of shareholders entitled to acquire dividend, bonus shares, or other rights.
2. Provisions concerning Collective Depository shall comply with the statutory regulations in Capital Market Sector and the
provisions of Stock Exchange within the jurisdiction of Republic of Indonesia, wherein the shares of the Company are
registered.
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REGISTRY OF SHAREHOLDERS AND SPECIAL REGISTRY
Article 9
1. The Board of Directors is obligated to establish, keep, and maintain the Registry of Shareholders and Special Registry in the
domicile of the Company.
2. The Registry of Shareholders shall record:
a. Names and addresses of shareholders and/or Depository and Settlement Institution or other parties appointed by the
accounts holders at the Depository and Settlement Institution.;
b. Total, number, and date of acquirement of shares owned by shareholders;
c. Amount deposited on each share;
d. Names and addresses of people or legal entities having liens on shares or the right as receiver of shares fiduciary
pledge and the date of acquisition of such liens or the date of registration of such fiduciary pledge;
e. information on deposit for shares in forms other than cash;
f. other information considered necessary by the Board of Directors;
3. The Special Registry shall record information concerning shares ownership of members of the Board of Directors and Board
of Commissioners and their relatives within the Company and/or other companies, and the date such shares acquired. The
Board of Directors is required to well keep and maintain the Registry of Shareholders and Special Registry.
4. Shareholders, whose names are registered in the Registry of Shareholders or Special Registry of the Company, are required
to notify each change in residence / address by mail along with proof of receipt to the Board of Directors. As long such
notification has not been given, therefore all letters, notifications, and announcements to Shareholders are considered
legitimate if addressed to the last known address of the Shareholders as recorded in the Registry of Shareholders.
5. The Board of Directors provides the Registry of Shareholders and Special Registry at the Company’s office. Each
shareholder or his/her legitimate representative may request for the Registry of Shareholders and Special Registry to be
shown to him/her during the Company’s working hours.
6. Legitimate shareholders of the Company are entitled to exercise all rights granted to a shareholder based on the prevailing
statutory regulations with due observance to the provisions in these articles of association.
7. Registration of name of more than 1 (one) person for 1 (one) share or transfer of right from 1 (one) share to more than
1 (one) person is prohibited. With due observance to the provisions in Article 5 paragraph 4 of these Articles of Association,
the Company is entitled to treat the shareholders whose names are registered in the Registry of Shareholders of the Company
as the only legitimate holders of the said share(s).
8. Board of Directors of the Company may appoint and grant authority to the Securities Administration Bureau to carry out the
registration of shares in the Registry of Shareholders and Special Registry. Each registration or recording in the Registry of
Shareholders including the recording of a sale, transfer, mortgage, lien, or fiduciary guarantee concerning shares of the
Company or rights or interests on shares must be carried out in accordance with these articles of association and statutory
regulations in Capital Market sector.
TRANSFER OF RIGHTS OVER SHARES
Article 10
1. a. Unless stipulated otherwise in the statutory regulations, particularly in the regulations in Capital Market sector and articles of
association of the Company, the transfer of rights over shares shall be proven with a document signed by or on behalf of
the Party transferring the rights and by or on behalf of the Party receiving the transfer of the rights over the shares
concerned. Documents for transfer of rights over shares must take the form stipulated or approved by the Board of
Directors.
b. Transfer of rights over shares included in the Collective Depository is done by transferring the shares from one Securities
account to another Securities account in the Depository and Settlement Institution, Custodian Bank, and Shares Company.
Document for transfer of rights over shares must take the form stipulated and/or acceptable by the Board of Directors, with
stipulations that the document for transfer of rights over shares registered at the Stock Exchange must meet the prevailing
regulations in the Stock Exchange, wherein such shares are listed, by not reducing the prevailing statutory regulations and
stipulations, wherein the Company’s shares are listed.
2. Transfer of rights over shares violating the provisions in these articles of association or not in accordance with the prevailing
statutory regulations or without the approval of the authorized party, if required, does not apply to the Company.
3. The Board of Directors, on their own discretion and by providing reason for such, may refuse to register the transfer of rights
over shares in the Registry of Shareholders if the provisions in these Articles of Association are not met.
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4. If the Board of Directors refuses to register the transfer of rights over shares, therefore the Board of Directors is required to
send a notification of refusal to the party transferring the rights, at the latest within 30 (thirty) calendar days after the date of
request for such registration is received by the Board of Directors, with due observance to the prevailing statutory regulations
in Capital Market and regulations of the Stock Exchange, wherein such shares of the Company are registered.
5. In the event a change in the ownership of a share arises, the original owner registered in the Registry of Shareholders shall
remain be considered as the owner of the said share until the name of the new owner is registered in the Registry of
Shareholders, with due observance to the prevailing statutory stipulations and provisions in Capital Market sector, and also
stipulations of the Stock Exchange, wherein the shares of the Company are registered.
6. Individuals receiving the rights of shares due to the decease of a shareholder or due to any other reason causing the
ownership of a share to change based on law, by submitting proof of right as required by the Board of Directors from time to
time, may submit a written request to be registered as shareholders. Registration can only be done if the Board of Directors
well receives the proof of rights without reducing the stipulations in these Articles of Association.
7. The forms and procedures of transfer of rights over shares traded in the Capital Market are required to meet the statutory
regulations in Capital Market sector and provisions in the Stock Exchange, wherein the said shares are listed.
GENERAL MEETING OF SHAREHOLDERS
Article 11
1. GMS is:
a. Annual GMS;
b. Other GMS, which in the Articles of Association is also referred to as Extraordinary GMS, which may be convened
anytime based on necessity.
2. The term GMS in these Articles of Association shall mean both, namely: annual GMS and extraordinary GMS, unless strictly
determined otherwise.
3. GMS, in any other event, is not entitled to make decisions.
4. Annual GMS is held every year.
5. Annual GMS to approve Annual Report shall be convened at the latest in June after the closing of the concerned financial
year, and in such GMS the Board of Directors shall convey:
a. Annual Reports as contained in Article 21 paragraph 3 of these Articles of Association.
b. Proposal for the utilization of Company’s Profit, should the Company have positive balance of profit;
c. Proposal for the appointment of Public Accountant registered at BAPEPAM-LK.
Other than the agenda as stated in letters a, b, and c of this paragraph, Annual GMS may discus other agenda, as long as
the said agenda is made possible based on the articles of association and statutory regulations.
6. Approval of annual reports by the Annual GMS, which means granting full discharge and full release of liability to the
members of the Board of Directors and Board of Commissioners as to the management and supervision of the Company
performed during the past financial year, insofar as such acts are reflected in the annual reports, except for acts of
embezzlement, fraudulent and other criminal acts.
7. Proposals from the following parties may also be submitted in the GMS:
a. The Board of Commissioners and/or one or more Shareholders, representing at least 1/10 (one tenth) of the total
shares issued by the Company with voting rights;
b. The concerned proposals must be already received by the Board of Directors at the latest 10 (ten) Calendar days before
the date of convening of GMS.
PLACE, ANNOUNCEMENT, NOTIFICATION AND TIME OF
CONVENING OF GENERAL MEETING OF SHAREHOLDERS
Article 12
1. GMS must be convened within the jurisdiction of Republic of Indonesia, which are:
a. at the domicile of the Company;;
b. at the place of primary business activities of the Company; or
c. at the domicile of the Stock Exchange, wherein the shares of the Company are registered.
2. Announcement of GMS shall be made at the latest 14 (fourteen) Calendar days prior to the notification of GMS, excluding
the date of announcement and date of notification.
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3. a. Notification of GMS shall be given at the latest 14 (fourteen) Calendar days prior to the GMS, excluding the date of
notification and date of GMS.
b. Notification of the second GMS shall be given at the latest 7 (seven) Calendar days prior to the convening of the second
GMS, excluding the date of notification and date of GMS, and completed with information that the first GMS has been
held but did not reach the quorum. This provision shall apply without reducing the regulations of the Capital Market and
other statutory regulations, and also the regulations of the Stock Exchange in Indonesia, wherein the shares of the
Company are registered.
c. The notification for a GMS shall indicate the date, time, venue and agenda of the meeting, together with a notice that the
material of the agenda for discussion at the meeting is available at the Company’s office in accordance with UUPT, unless it
is otherwise stipulated in the statutory regulations of the Capital Market sector.
d. The second GMS shall be held at the soonest 10 (ten) Calendar days and at the latest 21 (twenty one) Calendar days
from the first GMS.
4. Without reducing other provisions in these Articles of Association, Notification must be conducted by the Board of Directors
or Board of Commissioners, in accordance with means set forth in these Articles of Association. Announcement and
Notification shall be done by way of advertisements in at least 1 (one) daily newspapers in Bahasa Indonesia with national
circulation, as stipulated by the Board of Directors, unless it is otherwise stipulated in the prevailing statutory regulations,
including the Capital Market regulations.
5. Announcement and Notification of GMS, to make decisions concerning matters of conflict of interest, shall be done by
complying with the regulations of Capital Market.
6. The GMS, as contained in Article 11 of the Articles of Association, may be convened upon the request of the following:
a. 1 (one) or more shareholders, who together represent 1/10 (one tenth) or more of the total shares with voting rights; or
b. The Board of Commissioners;
CHAIRMAN AND MINUTES OF GENERAL MEETING OF SHAREHOLDERS
Article 13
1. The GMS shall be chaired by a member of the Board of Commissioners appointed by the Board of Commissioners. In the
event all members of Board of Commissioners are not present or unavailable, therefore the GMS shall be chaired by one
of the members of the Board of Directors appointed by the Board of Directors. In the event all members of the Board of
Directors are not present or unavailable, therefore the GMS shall be chaired by a shareholder present at the GMS, who is
appointed by the participants of the GMS.
2. In the event the member of the Board of Commissioners appointed by the Board of Commissioners has conflict of interest
on the issues to be decided in the GSM, therefore the GSM shall be chaired by a member of the Board of Commissioners
with no conflict of interest, appointed by the Board of Commissioners. If all members of the Board of Commissioners have
conflict of interest, therefore the GMS shall be chaired by one of the Directors appointed by the Board of Directors. In the
event of the Directors appointed by the Board of Directors has conflict of interest on the issues to be decided in the GMS,
therefore the GMS shall be chaired by a member of the Board of Directors with no conflict of interest. If all members of the
Board of Directors have conflict of interest, therefore the GMS shall be chaired by one of the independent shareholders
appointed by other shareholders present at the GMS.
3. The chairman of the GMS is entitled to ask those present to prove their authority to attend the said GMS.
4. A Minutes of Meeting shall be drawn up based on all of the discussions and resolutions at the GMS, ratification of which
shall be signed by the Chairman of the GMS and a shareholder or representative of a shareholder appointed by and from
those present at the GMS. The said Minutes of Meeting shall become a legitimate proof towards all shareholders and third
parties concerning the resolutions of, and events occurring during, the GMS.
5. The signing, as stated in paragraph 4 of this article is not required if the Minutes of Meeting is to be drawn up as a Notary
Deed.
6. The Minutes of Meeting drawn up in accordance with the provisions in paragraphs 4 and 5 of this article shall be valid as
proof for all shareholders and third parties concerning the resolutions of, and event occurring during, the GMS.
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QUORUM, VOTING RIGHTS, AND RESOLUTIONS IN
GENERAL MEETING OF SHAREHOLDERS
Article 14
1. As long as it is not otherwise regulated in these articles of association, the quorum of attendance and resolutions of GMS
on issues to be decided in GMS, including issuance of Equity Securities, shall be conducted by complying with the
following provisions:
a. The GMS is attended by shareholders representing more than 1/2 (one half) of total shares with valid voting rights,
and the resolutions of the GMS are valid if approved by more than 1/2 (one half) of all shares with valid voting
rights present at the GMS;
b. In the event the quorum as stated in the above letter a is not achieved, then the second GMS shall be valid and
entitled to adopt binding resolutions if attended by shareholders representing at least 1/3 (one third) of total shares
with valid voting rights, and the resolutions of the GMS may be implemented if approved by more than 1/2 (one
half) of the total shares with valid voting rights present at the GMS, unless it is otherwise stipulated in these articles
of association and the prevailing statutory regulations.
c. In the event the quorum of the second Meeting is not achieved, then upon request from the Company, the quorum
of attendance, the number of votes to make decisions, notifications, and the time the GMS shall be held shall be
determined by the Head of BAPEPAM-LK.
2. GMS for amendment of articles of association of the Company, which needs approval from the Minister, shall be convened
by complying with the following provisions:
a. The GMS is attended by shareholders representing more than 2/3 (two third) of total shares with valid voting
rights, and the resolutions of the GMS are valid if approved by more than 2/3 (two third) of all shares with valid
voting rights present at the GMS.
b. In the event the quorum as stated in the above letter a is not achieved, then the second GMS may adopt binding
resolutions if attended by shareholders representing at least 3/5 (three fifth) of total shares with valid voting rights,
and the resolutions of the GMS are valid if approved by more than 1/2 (one half) of the total shares with valid
voting rights present at the GMS.
c. In the event the quorum of the second Meeting is not achieved, then upon request from the Company, the quorum
of attendance, the number of votes to make decisions, notifications, and the time the GMS shall be held shall be
determined by the Head of BAPEPAM-LK.
The said amendment to the Articles of Association shall be drawn up with a Notary Deed in Bahasa Indonesia.
3. GMS to assign the assets of the Company or to pledge the assets of the Company for debts, which constitute over than 50
% (fifty percent) of total net assets of the Company in one transaction or more, whether or not related between one
another, the merger, consolidation, take over, spin-off, proposal of request for the Company to be declared as insolvent,
and dissolution, shall be convened by complying with the following provisions:
a. The GMS is attended by shareholders representing more than 3/4 (three fourth) of total shares with valid voting
rights, and the resolutions of the GMS are valid if approved by more than 3/4 (three fourth) of all shares with valid
voting rights present at the GMS.
b. In the event the quorum as stated in the above letter a is not achieved, then the second GMS may adopt binding
resolutions if attended by shareholders representing at least 2/3 (two third) of total shares with valid voting rights,
and the resolutions of the GMS are valid if approved by more than 3/4 (three fourth) of the total shares with valid
voting rights present at the GMS; and
c. In the event the quorum of the second Meeting is not achieved, then upon request from the Company, the quorum of
attendance, the number of votes to make decisions, notifications, and the time the GMS shall be held shall be
determined by the Head of BAPEPAM-LK.
4. The GMS to approve transactions, in which there in conflict of interest, shall be convened by complying with the following
provisions:
a) Shareholders with conflict of interest shall be considered to have made the same decision as the one approved by
independent shareholders without conflict of interest;
b) The GMS is attended by independent shareholders representing more than 1/2 (one half) of total shares with valid
voting rights owned by independent shareholders and the resolutions are valid if approved by independent
shareholders representing more than 1/2 (one half) of total shares with valid voting rights owned by independent
shareholders;
c) In the event that the quorum as stated in the above letter b is unachieved, then in the second GMS, the resolutions
are valid if attended by independent shareholders representing more than 1/2 (one half) of total shares with valid
voting rights owned by independent shareholders and approved by more than 1/2 (one half) of total shares owned by
independent shareholders present at the GMS; and
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d) In the event that the quorum as stated in paragraph 8.c of this Article is unachieved, at the request of the Company,
the quorum, total votes to make decisions, notification, and time of convening of the meeting shall be determined by
the Head of BAPEPAM-LK.
5. Shareholders entitled to attend the GMS are those whose names are registered in the Registry of Shareholders of the
Company at least 1 (one) business day prior to the date of Notification of GMS, with due observance to the prevailing
statutory regulations and provisions of the Stock Exchange, wherein the shares of the Company are registered.
6. A shareholder may be represented by another shareholder or a third party by virtue of a power of attorney with due observance
to the prevailing statutory regulations.
7. In the GMS, each share grants its owner the right to cast 1 (one) vote.
8. Shareholders with voting rights, who are present at the GMS but do not cast votes (abstain) are viewed as casting the
same votes as the majority votes from the shareholders casting votes.
9. In casting votes, members of the Board of Directors and Board of Commissioners, and employees of the Company are
prohibited from acting as proxies of shareholders.
10. Casting of votes is to be conducted verbally, unless it is determined otherwise by the Chairperson of the Meeting.
11. All adopted resolutions shall be based on mutual consensus, and by complying with the provisions in these articles of
association.
12. Shareholders may also adopt valid resolutions in lieu of a GMS, subject to the provision that all shareholders have been notified
in writing and all shareholders approve the submitted proposal in writing and sign such approval. Resolutions adopted in such
manner shall possess equal force as resolutions validly adopted in a GMS
BOARD OF DIRECTORS
Article 15
1. This Company shall be managed and led by a Board of Directors.
2. The Board of Directors shall consist of at least 2 (two) members, comprising of:
-1 (one) President Director;
-1(one) Director or more, with due observance to the prevailing regulations in Capital Market sector.
3. Those eligible to be appointed as members of the Board of Directors are individuals competent in taking legal actions,
unless 5 years prior to their appointment:
a. They were declared as insolvent;
b. they were members of Board of Directors or members of Board of Commissioners guilty of causing a Company be declared
as insolvent; or
c. charged for conducting a felony which caused the state losses and/or in relation with financial sector.
4. The requirements for members of the Board of Directors must comply with the following stipulations:
a. Law of Limited Liability;
b. statutory regulations in Capital Market sector; and
c. statutory regulations related to the Company’s business activities.
5. Fulfilling of the requirements as stated in this articles shall be proven with a letter kept by the Company.
6. The appointment of members of the Board of Directors who do not meet the requirements as stated in paragraph 3 of this
article shall be considered default since other members of Board of Directors or Board of Commissioners discovers that
such requirements are not met. At the latest within 7 (seven) Calendar days since the discovery, the other members of
Board of Directors or Board of Commissioners must announce the cancellation of appointment of the concerned member
of Board of Directors in at least 1 (one) Newspapers and notify such to the Minister to be registered in the Corporate
Registry.
7. Members of the Board of Directors are appointed and terminated by the GMS, and such appointment shall take effect
since the date determined at the GMS wherein he/she (they) is (are) appointed and shall end at the closing of the fifth
Annual GMS since his/her (their) date of appointment, unless it is stipulated otherwise at the GMS.
8. Members of the Board of Directors, whose term of office expire, may be reappointed based on the resolutions of the GMS.
9. a. GMS may terminate members of Board of Directors any time without having to provide reasons.
b. The termination of members of Board of Directors as stated in this article shall be implemented if the concerned
members of Board of Directors no longer meet the requirements as members of Board of Directors, such as, among
others, taking actions causing the Company losses or other reason considered adequate by the GMS.
c. The decision to terminate such members of Board of Directors shall be made after the concerned is given the
opportunity to defend themselves at the GMS.
d. Such opportunity to defend themselves shall not be necessary in the event the concerned members do not object to the
said termination.
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e. Termination of members of Board of Directors shall take effect since the closing of the GMS as stated in point a of this
paragraph or other date determined in the resolutions of GMS.
10. a. A member of Board of Directors is entitled to resign from his/her position with a written notification concerning his/her
intention to the Company.
b. The Company is obligated to convene a GMS to make decisions on the request for resignation of the said member of
Board of Directors within a period of a minimum 60 (sixty) Calendar days after the letter of resignation is received.
c. In the event the Company does not convene a GMS within the period stated in this paragraph, therefore with the expiration
of such period of time, the resignation of the member of Board of Directors shall become valid without needing the
approval from the GMS, with due observance to point g of this Article 15.
d. Before the resignation take effect, the concerned member of Board of Directors shall remain be obligated to complete
his/her duties and responsibilities in accordance with the prevailing Articles of Association and statutory regulations.
e. The member of Board of Directors resigning, as stated above, may still be asked for his/her accountability as member of
Board of Directors since the appointment of the concerned member until the date of approval of his/her resignation at
the GMS.
f. The release of the member of Board of Directors from his/her liabilities shall be granted after the Annual GMS releases
him/her.
g. In the event the resignation of the member of the Board of Directors causes the number of members of Board of Directors
to become less than 2 (two) persons, therefore such resignation shall be valid if determined by the GMS and a new
member of Board of Directors has been appointed, thus meeting the requirement of minimum number of members of
Board of Directors.
11. a. Members of Board of Directors may be temporarily dismissed any time by Board of Commissioners by providing the
reason.
b. Temporary dismissal as stated in letter a shall be notified in writing to the concerned member of Board of Directors.
c. The temporarily dismissed member of Board of Directors shall not be authorized to carry out duties as stated in these
articles of association.
d. A GMS must be held within a period of maximum 45 (forty five) Calendar days after the date of temporary dismissal.
e. At the GMS as stated in point d, the concerned member of Board of Directors shall be given the opportunity to defend
himself if the said temporarily dismissed member of Board of Directors is present at the Meeting.
f. The GMS shall revoke or strengthen the said temporary dismissal decision.
g. in the event the GMS strengthens the temporary dismissal decision, the concerned member of Board of Directors shall be
terminated permanently.
h. If the temporarily dismissed member of Board of Directors is not present at the Meeting, therefore the said temporarily
terminated member of Board of Directors shall be considered as not exercising his right to defend himself at the Meeting,
and therefore the said temporarily dismissed member of Board of Directors accepts the resolution of the GMS.
i. If within a period of 45 (forty five) calendar days after the date of temporary dismissal as stated in point d of this article
the GMS is not held, or if the GMS is unable to make a decision, therefore the temporary dismissal of the said member
of Board of Directors is deemed as void.
12. GMS may:
Appoint another person to fill the position of a member of Board of Directors, who is terminated; or
Appoint another person to fill the position of a member of Board of Directors, who resigns; or
Appoint someone as a member of Board of Directors to fill a vacancy; or
Add the number of new members of Board of Directors.
The term of office of someone appointed to replace a member of Board of Directors, who is terminated or resigns or to fill a
vacancy is the remaining office term of the Director terminated / replaced and the term of office of the additional member of
Board of Directors is the remaining office term of the Board of Directors still in office at such period, unless it is otherwise
determined at the GMS.
13. The term of office of a member of the Board of Directors shall expire in itself, in the event of:
a. He/she is declared as insolvent or put under guardianship based on court ruling; or
b. he/she no longer meets the requirements of the prevailing statutory regulations; or
c. his/her demise; or
d. dismissal pursuant to a GMS resolution.
14. Salary, service fee, and other allowances (if any) of the members of the Board of Directors, shall be determined by the
GMS, and such authority, by the GMS, may be delegated to the Board of Commissioners.
15. Should the position of a member of Board of Directors be vacant due to any reason whatsoever, which causes the number
of members of Board of Directors to become less than 2 (two) persons as stated in paragraph 2 of this article, therefore
within a maximum of 60 (sixty) calendar days after the vacancy, a GMS must be convened to fill such vacancy, with due
observance to the prevailing statutory regulations in Capital Market sector.
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16. Should the position of President Director is vacant and during the period, in which the replacement has not been appointed
or assumed his position, therefore one of the Directors appointed by the Meeting of Board of Directors shall carry out the
obligations of the President Director and shall have the same authority and responsibilities as those of the President
Director.
DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS
Article 16
1. The Board of Directors is fully responsible in carrying out its duties for the interest of the Company in achieving its purposes
and objectives.
2. Each member of Board of Directors is obligated, with good faith and full responsible, shall carry out their duties, with due
observance to the prevailing statutory regulations and the articles of association of the Company.
3. The Board of Directors shall be entitled to represent the Company before and outside the court of law in respect of all matters
and in all events, to bind the Company to other parties and other parties to the Company, as well as to undertake any action
pertaining to either management or ownership, however with the limitations that:
a. The legal action of assigning/releasing immovable goods, total of which exceeds the limit that, from time to time, is
determined by the Meeting of Board of Commissioners, and/or encumbering Company’s assets, which is not
subject to the stipulation in Article 14 paragraph 3;
b. to borrow or lend money, total of which exceeds the limit that, from time to time, is determined by the Meeting of Board
of Commissioners, as long as such borrowing or lending of money does not need the approval from the GMS in
accordance with the regulations of Capital Market;
c. to undertake a cooperation, to incorporate a new business, or participate in any other company both inside or outside
the country, total of which exceeds the limit that, from time to time, is determined by the Meeting of Board of
Commissioners, as long as such borrowing or lending of money does not need the approval from the GMS in
accordance with the regulations of Capital Market;
The Board of Directors must obtain the approval the Board of Commissioners, by not reducing the stipulation in the
paragraph 4 hereunder and the prevailing statutory regulations.
4. The legal action to assign, release the rights or to encumber all or most of, value of which is amounting to more than 50 %
(fifty percent) if, the Company’s net assets in 1 (one) transaction or more, whether or not related between one another, the
transaction stated is the transaction of assignment of Company’s net assets taking place during the period of 1 (one) financial
year, must obtain the approval from GMS, with terms and conditions as stated in Article 14 paragraph 4 of the articles of
association of the Company.
5. The legal action to carry out Material Transaction, Affiliated Transaction, and Transaction of Certain Conflict of Interest as
stated in the statutory regulations in Capital Market sector, which needs approval from the Company GMS, shall comply with
the requirements as regulated in the statutory regulation in Capital Market sector.
6. a. The President Director is entitled and authorized to take action for and on behalf of the Board of Directors, and l
egitimately represent the Company;
b. In the event the President Director is absent or unavailable due to any reason whatsoever, matter of which shall not
need to be proven to third parties, therefore the other 2 (two) members of Board of Directors are entitled and authorized
to take action for and on behalf of the Board of Directors, and legitimately represent the Company.
7. Distribution of duties and authorizations to each member of Board of Directors is determined by GMS, in the event GMS does
not regulate such, therefore the distribution of duties and authorization of each member of Board of Directors shall be regulated
based on the decision of Meeting of Board of Directors.
8. In the event the Company has interest that is in contrary with the personal interest of a member of Board of Directors,
therefore the Company shall be represented by the other members of Board of Directors, and in the event the Company has
interest that is in contrary with the interest of all members of Board of Directors, therefore in such matter the Company shall
be represented by the Board of Commissioners, with due observance to the prevailing statutory regulations.
MEETING OF BOARD OF DIRECTORS
Article 17
1. A Meeting of the Board of Directors may be convened at any time as may be deemed necessary by one or more members of
the Board of Directors or upon written request from one or more members of the Board of Commissioners or upon written request
from 1 (one) or more shareholders jointly representing 1/10 (one-tenth) of total shares issued by the Company with valid
voting rights.
2. Summons to a Meeting of the Board of Directors shall be made by a member of the Board of Directors authorized to represent
the Board of Directors pursuant to the provisions in Article 16 paragraph 6 of these articles of association.
3. Summons to a Meeting of the Board of Directors shall be delivered by any means whatsoever in written form to each member
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of Board of Directors at the latest 3 (three) calendar days prior to the Meeting, excluding the date of the summons and
Meeting.
4. Such summons to a meeting shall specify the agenda, date, time and venue of the meeting.
5. A meeting of the Board of Directors shall be convened at the place of domicile of the Company or the place of business of the
Company or at the place of domicile of the Stock Exchange, wherein the shares of the Company are registered, as long as it is
within the jurisdiction of Republic of Indonesia.
In the event all members of the Board of Directors are present or represented, such prior summons shall not be required and the
meeting of the Board of Directors may be convened at any venue within the jurisdiction of Republic of Indonesia and shall be
entitled to adopt valid and binding resolutions.
6. The President Director shall chair the Meeting of the Board of Directors.
7. In the event the President Director is absent or unavailable, the impediment of which need not be evidenced to any third party,
then the meeting of the Board of Directors shall be chaired by a member of the Board of Directors elected by and from the
members of Board of Directors present at the meeting.
8. A member of the Board of Directors may be represented at a meeting of the Board of Directors only by another member of the
Board of Directors by virtue of a power of attorney.
9. A Meeting of the Board of Directors shall be valid and entitled to adopt binding resolutions if more than ½ (one-half) of the members
of the Board of Directors are present or represented at the Meeting.
Resolutions of the Meeting of the Board of Directors shall be adopted on the basis of mutual consensus. In the event such
mutual consensus cannot be reached then the resolution shall be adopted by manner of vote casting based on affirmative votes
of more than ½ (one-half) of valid votes lawfully cast in the meeting.
10. In the event of a tie vote then such proposal shall be rejected.
11. a. Each member of the Board of Directors present shall be entitled to cast 1 (one) vote and 1 (one) additional vote for each
other member of the Board of Directors he/she represents.
b. Each member of Board of Directors, who personally, with any means whatsoever, whether directly or indirectly, has
interest in a transaction, contract, or proposed contract, in which the Company is one of the parties, must state the nature
of interest in a Meeting of Board of Directors and not entitled to participate in a vote casting concerning matters related
to such transaction or contract, unless it is otherwise determined by the Meeting of Board of Directors.
12. Minutes of the Meeting of Board of Directors must be drawn up by someone present at the Meeting, who is appointed by
the Chairperson of the Meeting, and thereafter it must be signed by the Chairperson of the Meeting and by another
member of Board of Directors present and/or represented in the concerned Meeting. If the minutes is to be drawn up by a
Notary, therefore such signature is not required.
13. Minutes of the Meeting of Board of Directors drawn up in accordance with the provision in paragraph 12 of this article
constitutes a valid evidence concerning resolutions made in the Meeting of Board of Directors, whether for the members of
Board of Directors or third parties.
14. The Board of Directors may also adopt valid resolutions without convening a Meeting of the Board of Directors, subject to
the provision that all members of the Board of Directors have been informed in writing and all members of the Board of
Directors have given their approval regarding the submitted proposal in writing and signed such approval. Resolutions
adopted in such manner shall have the same force as resolutions lawfully adopted at a Meeting of Board of Directors.
BOARD OF COMMISSIONERS
Article 18
1. Board of Commissioners shall consist of at least 2 (two) members, comprising of:
1 (one) President Commissioner;
1(one) member of Board of Commissioners or more; with due observance to the prevailing regulations in Capital
Market sector.
2. Each member of Board of Commissioners may not act individually but based on the decisions of Board of Commissioners
or based on the appointment from the Board of Commissioners.
3. Those eligible to be appointed as members of the Board of Commissioners are individuals competent in taking legal
actions, unless 5 years prior to their appointment:
a. They were declared as insolvent;
b. they were members of Board of Directors or members of Board of Commissioners guilty of causing a Company be
declared as insolvent; or
c. charged for conducting a felony which caused the state losses and/or in relation with financial sector.
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4. The requirements for members of the Board of Commissioners must comply with the following stipulations:
a. Law of Limited Liability;
b. statutory regulations in Capital Market sector; and
c. statutory regulations related to the Company’s business activities
5. Fulfilling of the requirements as stated in this articles shall be proven with a letter kept by the Company.
6. The appointment of members of the Board of Directors who do not meet the requirements as stated in paragraph 3 of this
article shall be considered default since other members of Board of Commissioners or Board of Directors discovers that
such requirements are not met.
At the latest within 7 (seven) Calendar days since the discovery, the other members of Board of Directors or Board of
Commissioners must announce the cancellation of appointment of the concerned member of Board of Directors in at least
1 (one) Newspapers and notify such to the Minister to be registered in the Corporate Registry.
7. Members of the Board of Commissioners are appointed and terminated by the GMS, and such appointment shall take
effect since the date determined at the GMS wherein he/she (they) is (are) appointed and shall end at the closing of the
fifth Annual GMS since his/her (their) date of appointment, unless it is stipulated otherwise at the GMS.
8. Members of the Board of Commissioners, whose term of office expire, may be reappointed based on the resolutions of the
GMS.
9. a. GMS may terminate members of Board of Commissioners any time without having to provide reasons.
b. The termination of members of Board of Commissioners as stated in this article shall be implemented if the concerned
members of Board of Commissioners no longer meet the requirements as members of Board of Commissioners, such
as, among others, taking actions causing the Company losses or other reason considered adequate by the GMS.
c. The decision to terminate such members of Board of Commissioners shall be made after the concerned is given the
opportunity to defend themselves at the GMS.
d. Such opportunity to defend themselves shall not be necessary in the event the concerned members do not object to
the said termination.
e. Termination of members of Board of Commissioners shall take effect since the closing of the GMS as stated in point a
of this paragraph or other date determined in the resolutions of GMS.
9. a. A member of Board of Commissioners is entitled to resign from his/her position with a written notification concerning
his/her intention to the Company.
b. The Company is obligated to convene a GMS to make decisions on the request for resignation of the said member of
Board of Commissioners within a period of a minimum 60 (sixty) Calendar days after the letter of resignation is received.
c. In the event the Company does not convene a GMS within the period stated in this paragraph, therefore with the
expiration of such period of time, the resignation of the member of Board of Commissioners shall become valid without
needing the approval from the GMS, with due observance to point g of this Article.
d. Before the resignation take effect, the concerned member of Board of Commissioners shall remain be obligated to
complete his/her duties and responsibilities in accordance with the prevailing Articles of Association and statutory
regulations.
e. The member of Board of Commissioners resigning, as stated above, may still be asked for his/her accountability as
member of Board of Commissioners since the appointment of the concerned member until the date of approval of
his/her resignation at the GMS.
f. The release of the member of Board of Commissioners from his/her liabilities shall be granted after the Annual GMS releases
him/her.
g. In the event the resignation of the member of the Board of Commissioners causes the number of members of Board of
Commissioners to become less than 2 (two) persons, therefore such resignation shall be valid if determined by the GMS
and a new member of Board of Directors has been appointed, thus meeting the requirement of minimum number of
members of Board of Directors.
10. The term of office of a member of the Board of Commissioners shall expire in itself, in the event that the member of the Board of
Commissioners:
a. He/she is declared as insolvent or put under guardianship based on court ruling; or
b. He/she is prohibited from taking office as a member of Board of Commissioners due to the provisions of a prevailing law
or statutory regulation; or
c. his/her demise; or
d. dismissal pursuant to a GMS resolution.
11. Salary, service fee, and other allowances (if any) of the members of the Board of Commissioners, shall be determined by
the GMS.
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12. Should the position of a member of Board of Commissioners be vacant due to any reason whatsoever, which causes the
number of members of Board of Commissioners to become less than 2 (two) persons as stated in paragraph 2 of this
article, therefore within a maximum of 60 (sixty) calendar days after the vacancy, a GMS must be convened to fill such
vacancy, with due observance to the prevailing statutory regulations in Capital Market sector.
13. Should the position of President Commissioner is vacant and during the period, in which the replacement has not been
appointed or assumed his position, therefore one of the members of Board of Commissioners appointed by the Meeting of
Board of Commissioners shall carry out the obligations of the President Commissioners and shall have the same authority
and responsibilities as those of the President Commissioner.
DUTIES AND AUTHORITIES OF BOARD OF COMMISSIONERS
Article 19
1. Board of Commissioners shall conduct supervision on management policies, the normal course of management, whether
concerning the Company or business of the Company, and provide suggestions for the Board of Directors.
2. Board of Commissioners at anytime during working hours of the Company is entitled to enter the premises and yards or
other venues used or controlled by the Company and entitled to examine all bookkeeping, letters, and other evidences,
examine and compare the condition of cash and others, and also to know every action taken by the Board of Directors.
3. The Board of Directors and each member of Board of Directors are required to provide explanation on all matters asked by
the Board of Commissioners.
4. Should all members of Board of Directors be temporarily discharged or should for any reason whatsoever the Company do
not have even one member of Board of Directors, therefore the Board of Commissioners is required to temporarily
manage the Company. In such event, the Board of Commissioners shall be entitled to give temporary authorization to one
or more members of the Board of Commissioners on the account of the Board of Commissioners.
5. In the event there is only one member of Board of Commissioners, all duties and authorities granted to the President
Commissioner or members of Board of Commissioners in these articles of association shall apply to him/her.
6. At any time, the Board of Commissioners based on the resolutions of the Meeting of Board of Commissioners can
temporarily discharge one or more members of the Board of Directors from his/her (their) positions should the said
members of Board of Directors take action in violation of the articles of association and/or prevailing statutory regulations,
and such termination should be done by providing the reason.
8. Such temporary discharge shall be done with due observance to Article 15 paragraph 11 of Articles of Association.
MEETING OF BOARD OF COMMISSIONERS
Article 20
1. A Meeting of the Board of Commissioners may be convened at any time as may be deemed necessary by one or more members
of the Board of Commissioners or upon written request from Board of Directors or upon written request from 1 (one) or
more shareholders jointly representing 1/10 (one-tenth) of total shares issued by the Company with valid voting rights.
2. Summons to a Meeting of the Board of Commissioners shall be made by the President Commissioner. In the event the
President Commissioner is unavailable for whatever reason, impediment of which need not be evidenced to a third party,
therefore 1 (one) member of Board of Commissioners appointed by the Board of Commissioners shall be entitled and
authorized to carry out the Summons for Meeting of Board of Commissioners.
3. Summons to the Meeting of Board of Commissioners shall be delivered by any means whatsoever in written form,
Summons of which must be sent to members of the Board of Commissioners at the latest 3 (three) calendar days prior to
the Meeting or in a more time-efficient manner due to urgency, which is at the latest 1 (one) calendar day prior to the
Meeting, excluding the date of Summons and date of the Meeting, wherein such urgency shall be determined by the
President Commissioner. Should all members of the Board of Commissioners be present or represented in the Meeting of
the Board of Commissioners, the previous Summons is not required.
4. Such summons to a meeting shall specify the agenda, date, time and venue of the meeting.
5. A meeting of the Board of Commissioners shall be convened at the place of domicile of the Company or the place of business of
the Company or at the place of domicile of the Stock Exchange, wherein the shares of the Company are registered, as long as it
is within the jurisdiction of Republic of Indonesia.
In the event all members of the Board of Commissioners are present or represented, such prior summons shall not be required
and the meeting of the Board of Commissioners may be convened at any venue within the jurisdiction of Republic of Indonesia
and shall be entitled to adopt valid and binding resolutions.
6. The President Commissioner shall chair the Meeting of the Board of Commissioners, in the event the President Commissioner
is absent or unavailable, the impediment of which need not be evidenced to any third party, then the meeting of the Board of
Commissioners shall be chaired by a member of the Board of Commissioners elected by and from the members of Board of
Commissioners present at the meeting.
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7. A member of the Board of Commissioners may be represented at a meeting of the Board of Commissioners only by another
member of the Board of Commissioners by virtue of a power of attorney.
8. A Meeting of the Board of Commissioners shall be valid and entitled to adopt binding resolutions if more than ½ (one-half) of the
members of the Board of Commissioners are present or represented at the Meeting.
9. Resolutions of the Meeting of the Board of Commissioners shall be adopted on the basis of mutual consensus. In the event such
mutual consensus cannot be reached then the resolution shall be adopted by manner of vote casting based on affirmative votes
of more than ½ (one-half) of valid votes lawfully cast in the meeting.
10. In the event of a tie vote then such proposal shall be rejected.
11. a. Each member of the Board of Commissioners present shall be entitled to cast 1 (one) vote and 1 (one) additional vote
for each other member of the Board of Commissioners he/she represents.
b. Each member of Board of Commissioners, who personally, with any means whatsoever, whether directly or indirectly,
has interest in a transaction, contract, or proposed contract, in which the Company is one of the parties, must state the
nature of interest in a Meeting of Board of Commissioners and not entitled to participate in a vote casting concerning
matters related to such transaction or contract, unless it is otherwise determined by the Meeting of Board of
Commissioners.
c. Voting concerning a person shall be made by unsigned folded ballots, voting concerning other matters shall be made
verbally, except where the Chairperson of the Meeting determines otherwise without any objections from those
present.
12. Minutes of the Meeting of Board of Commissioners must be drawn up by someone present at the Meeting, who is
appointed by the Chairperson of the Meeting, and thereafter it must be signed by the Chairperson of the Meeting and by
another member of Board of Commissioners present and/or represented in the concerned Meeting. If the minutes is to be
drawn up by a Notary, therefore such signature is not required.
13. Minutes of the Meeting of Board of Commissioners drawn up in accordance with the provision in paragraph 12 of this
article constitutes a valid evidence concerning resolutions made in the Meeting of Board of Commissioners, whether for the
members of Board of Commissioners or third parties.
14. Board of Commissioners may also adopt valid resolutions without convening a Meeting of the Board of Commissioners,
subject to the provision that all members of the Board of Commissioners have been informed in writing and all members of
the Board of Commissioners have given their approval regarding the submitted proposal in writing and signed such
approval. Resolutions adopted in such manner shall have the same force as resolutions lawfully adopted at a Meeting of Board
of Commissioners.
BUSINESS PLANS, FINANCIAL YEAR, AND ANNUAL REPORT
Article 21
1. The Board of Directors is required to draw up and implement annual business plans.
2. The Board of Directors shall submit an annual business plan to the Board of Commissioners to acquire approval.
3. The approval for the annual report, including ratification of annual financial statements, as well as the report of supervision
duties of the Board of Commissioners, and decision of utilization of profit shall be made by the GMS.
4. Business plans as referred to in paragraph (1) must be conveyed prior to the commencement of the next financial year.
5. The financial year of the Company shall commence from 1 st (first) January through the 31 st (thirty first) December. At the end of
December each year, the Company’s books shall be closed.
6. The Board of Directors shall submit the financial reports of the Company to the Public Accountant appointed by the GMS
to be audited and the Board of Directors shall compile an annual report with due observance to the prevailing statutory
regulations and make it available at the offices of the Company to be reviewed by the shareholders, commencing on the
date of the Summons to the Annual GMS.
7. Within a period of maximum 4 (four) months after the Company’s books are closed, the Board of Directors shall compile
an annual report in accordance with the prevailing statutory stipulations.
8. The annual report shall be signed by all members of Board of Directors and Board of Commissioners, in the event that a
member of the Board of Directors and/or Board of Commissioners does not sign the said annual report, and the reason
must be stated in writing, in the event that the member of the Board of Directors and/or Board of Commissioners does not
sign and does not provide the reason, therefore the concerned member shall be deemed to have approved the content of
the annual report.
9. The Company is required to announce the Balance Sheets and Statements of Income in the newspapers in Bahasa
Indonesia with national circulation, in accordance the procedures as regulated in Regulation Number X.K.2 concerning
Obligation to Deliver Periodic Financial Statements.
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UTILIZATION OF PROFIT AND DISTRIBUTION OF DIVIDEND
Article 22
1. The Company’s Net Income during a financial year as shown in the Balance Sheets and the Statements of Income, which
has been ratified by an Annual GMS, and constitutes positive retained earning balance, shall be appropriated in the
manner determined by the GMS.
2. Dividends are paid in accordance with the financial capability of the Company, based on the decisions made at the GMS,
the time and manner of dividend payments must also be determined in such resolution.
Dividend for a share must be paid to a party, whose name is registered in the Registry of Shareholders, with due
observance to Article 9 of these articles of association, which shall be determined by or on the authority of GMS, in which
the decision to distribute Dividends is made, one or the other by not reducing the stipulations of the Stock Exchange,
wherein such shares are listed.
3. In the event that the Annual GMS does not determine other utilization, therefore Net Income after reduced by reserve
required by the Law and Articles of Association shall be distributed as dividends.
4. In case the Statements of Income in 1 (one) financial year shows a loss which cannot be covered by the reserve fund, the
loss shall remain recorded and shall be included in the Statements of Income in subsequent financial years, and the
Company shall be considered to have not gained any profit as long as the loss recorded and included in the Statements of
Income has not been fully covered, by not reducing the prevailing statutory regulations.
5. Dividends which are not claimed within 5 (five) years from the day they are declared to be payable, shall be entered into
the reserve fund specifically designated for such purpose, the manner with which the dividends that have been entered into
the said special reserve shall be claimed is regulated by GMS. Dividends which have been entered into the special
reserve as mentioned above and have not been claimed within a period of 10 (ten) years shall become the property of the
Company.
6. Regulations of the Stock Exchange, wherein the Company’s shares are listed, apply to the shares listed there.
7. The Company may distribute interim dividends before the end of the Company’s financial year upon request by
Shareholders representing at least 1/10 (one tenth) of total of shares issued, with due observance to the estimated profit
gained and financial capability of the Company.
8. Distribution of interim dividends shall be determined based on the resolutions of the Meeting of Board of Directors and after
acquiring approval from the Board of Commissioners, with due observance to paragraph 6 of this article.
9. In the event that after the end of the financial year the Company evidently suffers from losses, the interim dividend
distributed must be returned by the Shareholders to the Company.
10. The Board of Directors and Board of Commissioners are jointly responsible for the losses of the Company, in the event
that Shareholders are unable to return the interim dividend, as referred to in paragraph 9 of this article.
UTILIZATION OF RESERVE
Article 23
1. The Company is required to put aside a certain amount of the Net Income from each financial year as reserve, which is
determined by the GMS, with due observance to the prevailing statutory regulations.
2. The requirement to put aside for such reserve applies if the Company has positive balance of profit.
3. The portion of retained Net Income designated for the reserve fund shall be implemented until reaching up to 20% (twenty
percent) of total issued and paid up capital.
4. Reserve that has not reached the total amount as referred to in paragraph 3 of this article shall only be used to cover losses
that cannot be covered by other reserves.
5. Should the reserve fund exceed the amount 20% (twenty percent) of the total issued and paid up capital, then a GMS may
decide that the amount of the reserve fund exceeding the amount so-referred shall be used for Company’s needs.
AMENDMENTS OF ARTICLES OF ASSOCIATION
Article 24
1. Amendments of Articles of Association must be done with due observance to the Law concerning Limited Liability Company
and/or regulations of Capital Market.
2. Amendments of Articles of Association shall be determined by GMS with due observance to the stipulations as contained in
these articles of association.
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3. Changes in the stipulations of Articles of Association that concerns the change of name of the Company and/or the place of
domicile of the Company; the purposes and objectives and also business activities; duration of the Company; the amount of
authorized capital, reduction of capital issued and paid up and/or change of status of Company from private to public or vice
versa, require the approval from the Minister as referred to in the prevailing statutory regulations.
4. Amendments of Articles of Association which concern matters other than those referred to in paragraph 3 of this article need
only to be notified to the Minister with due observance to the stipulations in the Law concerning Limited Liability Company.
5. Stipulations on reduction of capital are with due observance to the prevailing statutory regulations, in particular the
regulations of Capital Market.
MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SPIN-OFFS
Article 26
1. Mergers, Consolidations, Acquisitions and Spin-Offs are determined by GMS with stipulations as referred to in Article
14 paragraph 3 of these articles of association.
2. Further stipulations on Mergers, Consolidations, Acquisitions, and Spin-Offs are as contained in the prevailing statutory
regulations, particularly statutory regulations in Capital Market sector.
DISSOLUTION, LIQUIDATION AND THE EXPIRATION OF STATUS OF LEGAL ENTITY
Article 27
1. Dissolution of the Company may be conducted based on decision of GMS with stipulations as contained in Article
14 paragraph 3 of these articles of association.
2. Further stipulations on Dissolution, Liquidation, and the expiration of Status of Legal Entity are as contained in the prevailing
statutory regulations, particularly statutory regulations in Capital Market sector.
RESIDENCE
Article 28
For matters concerning the Company, shareholders are deemed to reside on addresses as registered in the Registry of
Shareholders, with due observance to the prevailing statutory regulations and stipulations in Capital Market sector, and also
stipulations of the Stock Exchange, wherein the shares of the Company are listed.
CLOSING REGULATIONS
Article 29
- All matters not provided for or inadequately covered in these Articles of Association shall be resolved in a GMS.
- Finally the appear informs me, the Notary, that:
The shareholders have paid in full as referred to in Article 4 paragraph 3 of the articles of association, in accordance with the
Registry of Shareholders of the Company dated 25-08-2010 (twenty-fifth of August two thousand and ten) amounting to
2,650,000,000 (two billion six hundred fifty million) shares with total nominal value of Rp.265,000,000,000.00 (two hundred sixty
five billion Rupiah), namely by the shareholders with following details:
a. PT WINTERMARJAYA LESTARI, amounting to 1,286,200,000 (one billion two hundred eighty six million two hundred
thousand) shares with total nominal value of Rp.128,620,000,000.00 (one hundred twenty eight billion six hundred twenty
million Rupiah);
b. PT DWIPRIMAJAYA LESTARI, amounting to 985,800,000 (nine hundred eighty five million eight hundred thousand) shares
with total nominal value of Rp.98,580,000,000.00 (ninety eight billion five hundred eighty million Rupiah);
c. PT RAMANDA DAMINATHAN, amounting to 308,000,000 (three hundred eight million) shares with total nominal value of
Rp.30,800,000,000.00 (thirty billion eight hundred million Rupiah);
d. SUGIMAN LAYANTO, amounting to 35,000,000 (thirty five million) shares with total nominal value of Rp.3,500,000,000.00
(three billion five hundred million Rupiah);
e. NELY LAYANTO, amounting to 35,000,000 (thirty five million) shares with total nominal value of Rp.3,500,000,000.00 (three
billion five hundred million Rupiah);
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XX. Information on Shares Offer and Issuance of Series I
Warrants
This Public Offering comprises of 900,000,000 (nine hundred million) of registered common shares (“New Shares”), with each
share having nominal value of Rp.100 (one hundred Rupiah) per share, with Offering Price amounting to Rp.380
(three hundred eighty Rupiah) per share, which must be paid in full at the time of submission of subscription using the Shares
Subscription Form, to which a maximum of 90,000,000 (ninety million) Series I Warrants are attached along with the New Shares
issued in the course of Public Offering.
All Series I Warrants are given free of charge as incentive for subscribers, whose names are registered in the list of allotment of
Public Offering, which are issued by PT Datindo Entrycom, Biro Administrasi Efek (“BAE”) on the allotment date, namely
25 November 2010. Each holder of 10 (ten) New Shares of the Issuer is entitled to acquire 1 (one) Series I Warrant. The Series
I Warrants issued have 24 (twenty four) month term since the date of registration of Series I Warrants at the IDX.
Series I Warrants are securities granting their holders rights to purchase registered common shares issued from the portfolio of
the Issuer, with nominal value amounting to Rp.100 (one hundred Rupiah) per share, with stipulation that each 1 (one) Series
I Warrant grants its holder the right to purchase 1 (one) registered common share issued from the portfolio. Whereas the exercise
price of Series I Warrant is amounting to Rp.450 (four hundred fifty Rupiah) per share that can be exercised during the exercise
period, which is 6 (six) months after the date of listing of Series I Warrants on the IDX until the final date of exercise, which is 29
November 2012. Holders of Series I Warrants do not have rights as shareholders, including right for dividend and voting right as
long as the Series I Warrant has not been exercised to become shares. If any Series I Warrants are not exercised prior to the final
date of the exercise period, such Series I Warrants shall expire.
1. Information on Shares on Offer
Shares on offer are a maximum of 900,000,000 (nine hundred million) registered common shares (“New Shares”), with nominal
value amounting to Rp.100 (one hundred Rupiah) per share with Offering Price of Rp.380 (three hundred eighty Rupiah) per
share.
The New Shares offered in the Public Offering shall be listed on the IDX. The New Shares on offer shall have rights that are the
same and equal in all matters as the other shares issued by the Issuer.
2. Information on Series I Warrants
Information on Warrants described below constitutes a summary of the Deed of Statement of Issuance of Warrants, however it is
not a complete copy of all provisions and conditions contained in the said deed. Whereas the complete copies can be acquired or
read at the offices of the Issuer and Administration Management of Series I Warrants on every business day during working hours.
Series I Warrants issued by the Issuer are amounting to 90,000,000 (ninety million), issued along with the New Shares issued in
the course of Public Offering. All Series I Warrants are given free of charge as incentive for subscribers, whose names are
registered in the list of allotment of Public Offering, which are issued by PT Datindo Entrycom, Biro Administrasi Efek (“BAE”) on
the allotment date, namely 25 November 2010. Such Series I Warrants are issued based on the Deed of Statement of Issuance of
Series I Warrants of PT Wintermar Offshore Marine Tbk. No. 23 dated 22 September 2010 and Deed of Amendment I No.4 dated
8 November 2010, both of which were drawn up before Fathiah Helmi, S.H., a Notary in Jakarta (hereinafter to be referred to as
“Deed of Statement of Issuance of Series I Warrants”). Agreement of Administration of Series I Warrants No. 25 dated
22 September 2010 and Deed of Amendment I No.5 dated 8 November 2010, both of which were drawn up before Fathiah Helmi
SH, A Notary in Jakarta (hereinafter to be referred to as “Deed of Statement of Issuance of Series I Warrants”).
3. Definitions
a. Series I Warrant shall mean Collective Series I Warrants Certificate or proof of ownership that constitutes evidence that
grants rights to its holder, which for the first time constitutes holders of shares on offer / on sale through the Public Offering,
to purchase Shares from Exercise in accordance with the issuance of Series I Warrants with due observance to the prevailing
Regulations of Capital Market and provisions of the Indonesian Securities Central Custodian (Kustodian Sentral Efek
Indonesia);
b. Collective Series I Warrants Certificate shall mean proof of ownership of a number of Series I Warrants in certain multiples
issued by the Issuer, which contains the name, address, and the total Series I Warrants;
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c. Term of Exercise shall mean a period of time within which the Series I Warrant may be exercised, which is 24 (twenty four)
months after the date of listing of Series I Warrant at the Stock Exchange, up until 1 (one) Business Day prior to the end of
the twenty-fourth month since the listing of Series I Warrant, which is on 29 November 2012 at 16.00 WIB;
d. The Price of Exercise of Series I Warrants shall mean the determined price per share resulting from the exercise of Series I
Warrant, which must be paid at the time of exercising the Series I Warrant in the amount of Rp.450 (four hundred fifty
Rupiah);
e. Shares Resulting from Exercise shall mean New Shares issued from the portfolio of the Issuer resulting from the Exercise of
Series I Warrants and constitute shares fully paid up by the Issuer, which becomes part of the Issuer’s capital and grant to
their holders, whose names are legitimately registered in the registry of shareholders, who have the same rights as the other
shareholders of the Issuer, one and the other, with due observance to the prevailing provisions of KSEI.
4. Rights on Series I Warrant
The holders of New Shares, whose names are stated in the List of Allotment of Public Offering of the Issuer on the date of
allotment, which is on 25 November 2010 are stated as the legitimate owners of Series I Warrants.
To each 10 (ten) New Shares, 1 (one) 1 (one) Series I Warrant is attached, which is given free of charge as incentive. Each holder
of 1 (one) Series I Warrant is entitled to purchase 1 (one) registered common shares at the Price of Exercise of Series I Warrants
within the Term of Exercise of Series I Warrants.
5. Forms of Series I Warrants
Series I Warrants issued by the Issuer are Registered Warrants and the proof of initial ownership is in the form of an Allotment
Confirmation Form administration of which is conducted electronically at KSEI.
Series I Warrants are listed and registered and can also be traded at the IDX since 29 November 2010 until 26 November 2012 at
Regular and Negotiation Market and since 29 November 2010 until 29 November 2012 at the Cash Market. The Issuer has
appointed a BAE namely PT Datindo Entrycom as the Administration Manager of Series I Warrants based on Deed of
Administration Management Agreement for Series I Warrant responsible in conducting registration of holders of Series I Warrants
on the Registry of Series I Warrants Holders.
6. Rights to Purchase Shares
Each Holder of 1 (one) Series I Warrant registered in the Registry of Series I Warrant Holders is entitled to purchase 1 (one)
Share Resulting from Exercise by way of Exercising Series I Warrant on Business Days during the Term of Exercise of Series I
Warrants. Whereas the Exercise Price of Series I Warrant amounts to Rp.450 (four hundred fifty Rupiah) or the new exercise price
in case of adjustment.
7. Term of Series I Warrants
These Series I Warrants have term amounting to 24 (twenty four) months starting from the date of listing on the IDX which is on 29
November 2010 until the end of 1 (one) Business Day before the end of the twenty-fourth month which is on 29 November 2012 at
16.00 WIB. The Exercise Term of Series I Warrants starts from 30 May 2011 until 29 November 2012, during which each holder of
1 (one) Series I Warrant is entitled to purchase 1 (one) Share resulting from Exercising of Series I Warrant. Holders of Series I
Warrants do not have the rights as a shareholder of the Issuer, including rights on dividend, as long as the said Series I Warrant
has not been exercised to become New Shares. do not have the rights as a shareholder of the Issuer, including rights on dividend,
as long as the said Series I Warrant has not been exercised to become New Shares. If the If the Series I Warrants are not
exercised until the end of their term, therefore the said Series I Warrants shall expire, worthless, and invalid.
8. Amendments of Content of Deed of Statement of Issuance of Series I Warrants
The Issuer is entitled to amend the content of Statement of Issuance of Series I Warrants, except for changing the Exercise Term
of Series I Warrants, which is unchangeable, with the following stipulations:
a. Approval from Holders of Series I Warrants representing more than 50% (fifty percent) of the Series I Warrants;
b. The Issuer is obligated to announce any amendment to the Issuance of Series I Warrants on 2 (two) daily Indonesian
newspapers with one of the newspapers is circulated nationally within 30 (thirty) calendar days before the amendment to the
Issuance of Series I Warrants is signed and if within the longest 21 (twenty one) calendar days after the said announcement
the Holders of more than 50% (fifty percent) of Series I Warrants did not state any objection in writing and did not respond in
writing, therefore the Holders of Series I Warrants shall be deemed as approving the said proposal of amendment; and
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c. Any amendment to the Issuance of Series I Warrants must be implemented with a deed drawn up before a notary and the
amendment shall bind the Issuer and the Holders of Series I Warrants, with due observance to the terms and conditions in
the Issuance of Series I Warrants, Regulations of Capital Market and provisions of KSEI.
9. Trading Period of Series I Warrants
Trading Period of Series I Warrants is every Stock Exchange day, starting from the date of listing of Series I Warrant on the IDX,
which is on 29 November 2010 up until 26 November 2012 at 16.00 WIB for trading in Regular and Negotiation Market, and on
29 November to 29 November 2012 at 16.00 WIB for trading of Series I Warrants in Cash Market.
10. Exercise Period of Series I Warrants
Exercise Period of Series I Warrants is every Business Day, starting from 6 (six) months after the date of listing of Series I Warrant
on the IDX, which is on 30 May 2011 up until 1 (one) Business Day before the end of the twenty fourth month of the listing of the
said Series I Warrants, which is on 29 November 2012 at 16.00 WIB.
Warrant Holders have the right to exchange a part of or all of the Series I Warrants they hold to registered common shares. If the
market price of the Issuer’s shares becomes lower than the exercise price, the holders of Series I Warrants are entitled to not
exchange the Series I Warrants they hold to registered common shares.
11. Procedures of Exercising of Series I Warrants
a. Each Holder of Series I Warrant is entitled to exercise Series I Warrant to become registered common shares during the
Exercise Period of Series I Warrants on working hours by conducting payment of the exercise Price of Series I Warrants in
accordance with the terms and conditions contained in the Statement of Issuance of Series I Warrants.
b. Procedures of Exercising of Series I Warrants outside collective depository (warkat) are as follows:
1. Exercising Series I Warrants can be implemented through members of stock exchange and/or custodian bank.
2. During the Exercising Period of Series I Warrants the Holders of Series I Warrants (warkat) intending to Exercise the
Series I Warrants are obligated to pay the Exercising Price of the Series I Warrants to the Issuer through members of the
stock exchange / custodian bank, and also to submit the Documentation of Exercising of Series I Warrants to the
Administration Manager of Series I Warrants, which consists:
i. Exercising Form for Series I Warrant;
ii. Original copy of Collective Series I Warrants Certificate;
iii. Proof of Payment of Series I Warrant Exercising Price;
iv. Copy of identification of Holders of Series I Warrants intending to Exercise the Series I Warrants;
v. Original copy of letter of authority, if done with a proxy, which is attached with a copy of valid identification of the party
granting and receiving the authority;
vi. Standard Shares Deposit Form of KSEI.
3. After receiving the Exercising Document for Series I Warrant, the Administration Manager of Series I Warrant is obligated
to submit the proof of receipt of Exercising Documents (“Proof of Receipt of Exercising Documents”) to the Holders of Series
I Warrants.
4. Exercising Documents received by the Administration Manager of Series I Warrant cannot be revoked.
5. Holders of Series I Warrants not submitting Exercising Documents within the exercising term shall no longer be entitled to
exercise Series I Warrant to become New Shares Resulting from Exercising Series I Warrants.
6. Within 1 (one) Business Day after the Administration Manager of Series I Warrant receives the Exercising Documents,
the Administration Manager of Series I Warrant shall conduct a research on the completeness and validity of the
Exercising Documents of Series I Warrant and confirmation of the registration of Holders of Series I Warrants in the Registry
of Series I Warrants Holders.
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7. On the following business day after the Administration Manager of Series I Warrant conducts a research on the exercising
documents, the Administration Manager of Series I Warrant shall ask for confirmation from the Issuer concerning the
receipt in good funds the exercising price of Series I Warrant into the Special Bank Account. The following business day
after asking for confirmation from the Issuer, the Administration Manager of Series I Warrant shall ask for approval from
the Issuer concerning whether or not such Series I Warrant can be exercised, and the Issuer, on the following business
day must have already made a decision for the Administration Manager of Series I Warrant concerning whether or not the
Series I Warrant can be exercised to become registered common shares issued from the portfolio of the Issuer.
8. Within 2 (two) business days after the date of receipt of Exercising Documents, the Administration Manager of Series I
Warrant shall confirm to the Warrants Holders whether or not their request to exercise Series I Warrant is granted.
9. At the latest within 3 (three) Stock Exchange days, the Administration Manager of Series I Warrant shall receive
confirmation from the Issuer concerning whether or not the Warrants are exercised, the Administration Manager of Series
I Warrant is obligated to deposit a number of New Shares from exercise into the shares accounts by using C-BEST
facilities.
c. The Procedures on Exercising Series I Warrants (without warkat) in the Collective Depository of KSEI are as follows:
1. Holders of Series I Warrant shall give Instructions on Exercising Series I Warrants by submitting Letter of Confirmation for
Series I Warrants through members of stock exchange / custodian bank and by paying the Exercising Price of Series I
Warrant by depositing the payment to an account especially appointed by KSEI;
2. On the same Stock Exchange day as the conveyance of Instructions on Exercising Series I Warrant by members of stock
exchange / custodian bank to KSEI, therefore:
i. KSEI shall debit Series I Warrants from respective sub accounts of Holders of Series I Warrant giving the
Instructions on Exercising Series I Warrants to the account of KSEI by using C-BEST facilities;
ii. Immediately after the payment of Exercising Price of Series I Warrant is received in the bank account appointed by
KSEI, KSEI shall transfer the payment of Exercising Price of Series I Warrant from the bank account appointed by
KSEI to a Special Bank Account on that same day.
3. 1 (one) Stock Exchange day after KSEI receives the Instructions on Exercising Series I Warrant, KSEI shall convey to the
Administration Manager of Series I Warrant, the following documents:
i. List of details on the Instructions on Exercising Series I Warrant received by KSEI;
ii. Letter or proof of transfer of payment of Exercising Price of Series I Warrant made by KSEI, from the bank account
appointed by KSEI to the Special Bank Account;
iii. Instructions to deposit a number of New Shares Resulting from Exercising Series I Warrants to a special account
provided by KSEI.
4. Immediately after the Administration Manager of Series I Warrant receives the abovementioned documents from KSEI,
the Administration Manager of Series I Warrant shall conduct audit on the supporting documents of the Instruction of execution
of Series I Warrants, proof of transfer of payment for Exercise of Series I Warrants from the bank account appointed
by KSEI into the Special Bank Account based on the data in the Special Bank Account and instructions to deposit
a number of New Shares Proceeds of Execution of Series I Warrants.
5. At the longest 1 (one) Stock Exchange day after the request for Exercising Series I Warrant is received from KSEI and
payment of Exercising Price of Series I Warrant has been received in good funds in the Special Bank Account, the
Administration Manager of Series I Warrant shall issue / deposit a number of New Shares Resulting from Exercising
Series I Warrant into a special account prepared by KSEI and KSEI shall directly distribute the New Shares Resulting
from Exercising Series I Warrant to sub accounts of Holders of Series I Warrant exercising Series I Warrant by using
C-BEST facility. Furthermore, after distributing New Shares Resulting from Exercising Series I Warrant, KSEI shall
publish a report on the results of distribution of New Shares Resulting from exercising Series I Warrants to the Issuer and
Administration Manager of Series I Warrant.
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12. Payment of Exercising Price of Series I Warrants
For the purposes of receiving payment of Exercise Price and other costs related to Exercising Series I Warrant, request for
exercise of which is directly submitted to the Administration Manager of Series I Warrant, which must be paid in full and in good
funds at the time of exercise, therefore the Issuer shall open and operate a special account.
Holders of Series I Warrants exercising Series I Warrant may pay the Exercising Price with cheque, deposit check, bank transfer,
cash transfer (in good funds) in Rupiah to the Issuer’s Account with the following details:
Bank CIMB Niaga
BEI Building Branch
Account Number: 480-0100853006
Account holder: PT Wintermar Offshore Marine
In the event that payment of Exercising Price of Series I Warrant is less than the total determined, therefore the Administration
Manager of Series I Warrant may reject the Exercising of Series I Warrants and the Issuer shall immediately refund the payment
less administration cost and other costs incurred by the Administration Manager of Series I Warrant to make such refund (if any).
Should the payment be done with cheque or transfer of bank draft, therefore the date of payment shall be calculated based on the
date of receipt of cheque / bank draft, funds of which have been received in goods funds.
In this case, all bank charges incurred in relation to the exercising of Series I Warrant to become shares shall be borne by the
Holders of Series I Warrants.
13. Adjustment of Exercising Price and Total of Series I Warrants
Exercising Price of Series I Warrants is as described in the abovementioned number 3 (d). The Total Series I Warrants issued
amounts to 90,000,000 (ninety million) Series I Warrants. Should the New Exercise Price and Total of new Series I Warrants due
to adjustment become in fractions, therefore the number shall be rounded down.
Exercise Price and Total of Series I Warrants shall experience changes should one of the following occur:
a. Change in nominal value of shares of the Issuer due to any reason whatsoever, including merger, consolidation,
stock split, therefore:
New Nominal Value per share
New Exercise Price = ------------------------------------------------- x A
Old Nominal Value per share
Old Nominal Value per share
Total of new Series I Warrants = ------------------------------------------------- x B
New Nominal Value per share
A = exercise price of old Series I Warrants
B = initial total of outstanding Series I Warrants
The said adjustment shall begin to take effect at the time the Shares Trading at the Stock Exchange starts with the new nominal
value, which shall be announced on 2 (two) Indonesian daily newspapers with national circulation.
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. Changes in the total shares of the Issuer resulting from distribution of bonus shares or dividend shares, conversion,
or other securities that can be converted into shares, therefore:
X
New Exercise Price = ---------------- x A
( X + Y )
( X + Y )
Total of new Series I Warrants = ---------------- x B
X
X = total shares paid up and outstanding prior to distribution of bonus or dividend shares.
Y = new total shares paid up and outstanding resulting from distribution of bonus or dividend shares or increase
of shares due to conversion.
A = exercise price of old Series I Warrants.
B = initial total of outstanding Series I Warrants.
Such adjustment shall start to take effect at the time bonus shares or dividend shares star to take effect, which shall be
announced in 1 (one) Indonesian daily newspapers with national circulation.
Issuance of New Shares by way of Limited Public Offering
( C – D )
New Exercise Price = ---------------- x A
C
C
Total of new Series I Warrants = ---------------- x B
( C – D )
C = market price of shares prior to issuance of announcement of Limited Public Offering.
D = theoretical price of right for 1 (one) share calculated with the following formula:
( C – F )
----------------
( G + 1 )
F = purchasing price of 1 (one) share based on preemptive right (right).
G = total shares necessary to subscribe additional 1 (one) share with preemptive right (right).
A = exercise price of old Series I Warrants.
B = initial total of outstanding Series I Warrants.
This adjustment shall start to take effect 1 (one) business day after the date of allotment of subscription of shares in the event of
Limited Public Offering.
14. Series I Warrant Status
Holders of Series I Warrants do not have voting rights at the GMS of the Issuer, nor to receive dividend in any form whatsoever,
they are not entitled to receive bonus shares originating from agio and dividend shares originating from profit capitalization. As
such, they also do not have preemptive right, as long as the Series I Warrants they hold have not been exercised into shares.
15. Status of Shares Resulting from Exercise of Series I Warrants
Shares resulting from exercise issued from the portfolio of the Issuer on Exercise of Series I Warrant are treated as shares fully
paid and constitute a part of the shares capital of the Issuer, and also grant rights to their holders, who are registered in the
Registry of Shareholders of the Issuer, rights of which are the same as the other shareholders in the Issuer.
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16. Registry of Series I Warrants Holders
Administration Manager of Series I Warrant has been appointed to conduct registration for Registry of Series I Warrants Holders,
which contains the number of Collective Series I Warrants Certificate, names and addresses of holders of Series I Warrants, also
other matters considered necessary.
Administration Manager of Series I Warrant is also responsible for conducting management of administration of Series I Warrant in
relation to the trading transaction of Series I Warrants at the Stock Exchange, which include assignment and registration of results
of transaction, among others is the exercising of Series I Warrant for the interest of the Issuer.
17. Administration Manager of Series I Warrant
The Issuer has appointed an Administration Manager of Series I Warrant as follows:
Datindo Entrycom
Puri Datindo - Wisma Sudirman
Jl Jenderal Sudirman Kav. 34-35
Jakarta 10220
In this case, the Administration Manager of Series I Warrant is also responsible for conducting management of administration of
Series I Warrant in relation to the trading transaction of Series I Warrants at the Stock Exchange, which include assignment and
registration of results of transaction, among others is the exercising of Series I Warrant for the interest of the Issuer.
18. Assignment of Rights on Series I Warrants
Rights on Series I Warrant may be assigned due to legal actions, among others, sale and purchase at the Stock Exchange, grant
or events pertaining to law of inheritance due to the demise of a holder of Series I Warrant.
Anyone receiving rights on Series I Warrant due to grant or inheritance due to the demise of a Holder of Series I Warrant or other
matters causing the ownership of Series I Warrant to be assigned, may submit a request for assignment in writing by using the
assignment form to the Administration Manager of Series I Warrant, who acts for and on behalf of the Issuer, to be registered as
Holder of Series I Warrant by presenting evidences in relation to his/her rights on Series I Warrant and by paying administration
costs and other costs incurred during the assignment of Series I Warrant. Submission of incomplete documents must be
completed at the latest within 3 (three) business days after the date the request is submitted, with due observance to the
prevailing Regulation of Capital Market.
In the event that Series I Warrant, due to inheritance or other causes, becomes the right of a number of people or parties or legal
entities who own such collectively, therefore the said number of people or parties or legal entities are obligated to appoint in
writing 1 (one) person or 1 (one) legal entity among themselves as their join representative and only the name of the
representative shall be registered to the Registry of Series I Warrants Holders and this representative shall be deemed as the
legitimate holder of the concerned Series I Warrant and entitled to exercise and use all rights granted to the Holders of Series I
Warrants.
Registration of assignment of rights on Series I Warrants can only be done through an Administration Manager of Series I
Warrant, who shall act for and on behalf of the Issuer by providing information on the said assignment of rights in the Registry of
Series I Warrants Holders based on the letters sufficiently proving the assignment of rights on Series I Warrant including proof of
deed of grant signed by both parties and approved by the Board of Directors of the Issuer, with due observance to the regulations
of Capital Market.
Assignment of rights on Series I Warrants shall take effect after the registration of such assignment is recorded in the Registry of
Series I Warrants Holders.
19. Replacement of Collective Series I Warrants Certificate
Should the Collective Series I Warrants Certificate be damaged or due to other matters determined by the Issuer or upon a written
request from the concerned party to the Administration Manager of Series I Warrant, the Administration Manager of Series I
Warrant shall provide a replacement for the Collective Series I Warrants Certificate. And the damaged original Collective Series I
Warrants Certificate must be returned to the Issuer.
Should the Collective Series I Warrants Certificate be missing or destroyed, the new Collective Series I Warrants Certificate shall
be issued by first submitting sufficient evidences and by providing guarantee deemed necessary by the Administration Manager of
Series I Warrant and announced at the Stock Exchange with due observance to the Regulations of Capital Market and KSEI.
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The Issuer and/or Administration Manager of Series I Warrant is entitled to determine and accept guarantees concerning
verification and indemnification to parties submitting requests for replacement of Collective Series I Warrants Certificate deemed
as necessary to prevent the Issuer from suffering from losses.
The Issuer, through the Administration Manager of Series I Warrant is obligated to convey a written notification to BAPEPAM-LK
concerning each replacement of lost or damaged Collective Series I Warrants Certificate. In this case, all costs related to the
issuance of replacement of the lost or damaged Collective Series I Warrants Certificate shall be borne by those submitting
requests for replacement of the said Collective Series I Warrants Certificate.
20. Mergers, Consolidations and Liquidations
Should during the expiration period of exercising of Series I Warrants:
a. A merger, consolidation, or liquidation occur, therefore within 7 (seven) Business Days after the said decision is made, the
Issuer is obligated to inform the holders of Series I Warrant and the Issuer to grant rights to the holders of Series I Warrants
within a period of 3 (three) months before the decision takes effect in exercising Series I Warrant owned by holders of Series
I Warrant.
b. The Issuer conduct merger or consolidation with another company, such company receiving the merger of the Issuer or
companies that constitute the result of consolidation with the Issuer is obligated to take responsibility of and comply with the
prevailing terms and conditions of the Series I Warrant.
21. Governing Law
The terms and conditions of this Series I Warrant exist and are subject to the governing laws of the Republic of Indonesia.
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XXI. Subscription Requirements
1. Shares Subscription
Shares subscription must be done in accordance with the stipulation and conditions contained in this Prospectus and Shares
Subscription Form (hereinafter to be referred to as “FPPS”). Shares subscription may be conducted using original FPPS issued
by the Lead Underwriter. Subscribers may subscribe Shares through fax / photocopy, which then shall be copied to the original
FPPS, which shall be conducted by the Shares Administration Bureau. The original FPPS are sufficiently available and can be
acquired from the Underwriters, whose names are contained in Chapter XXII of this Prospectus concerning Distribution of
Prospectus and Shares Subscription Form. FPPS shall be made in 5 (five) copies. Shares subscription violating the stipulations
mentioned above shall not be served.
Each share subscriber is required to have Shares Account at the Securities company / Custodian Bank, which holds an
account in Kustodian Sentral Efek Indonesia (KSEI).
2. Eligible Subscribers
Subscribers eligible to subscribe shares are Individuals and/or Institutions / Business Entities as regulated in Law No. 8 Year
1995, dated 10 November 1995 regarding Capital Market and its Implementing Regulations, Regulation No.IX.A.7 concerning
the Responsibilities of the Allotment Manager in the event of Subscription and Allotment of Shares in Public Offering,
Attachment to Decision of Chairman of BAPEPAM No.Kep-45/PM/2000 dated 27 October 2000 and Regulation No.IX.A.2
concerning Procedures of Registration in the event of Public Offering.
3. Number of Subscription
Shares subscription must be submitted for a minimum of 1 (one) trading unit consisting of 500 (five hundred) shares, and
subsequently in multiples of 500 (five hundred) shares
4. Registration of Shares into the Collective Depository
All the shares offered have been registered to KSEI based on an Agreement of Registration of Equity Shares to the Collective
Depository No. SP-026/PE/KSEI/0910 signed by the Issuer and KSEI on 21 September 2010.
5. Submission of Shares Subscription
During the Offering Period, eligible subscribers are entitled to subscribe for shares during normal working hours determined
by the Lead Underwriter or the Underwriters where the FPPS is obtained.
Every party is entitled to submit only 1 (one) FPPS and such must be submitted by the concerning subscriber by showing
original identification (Identity Card / passport for individuals, or the last articles of association and Deed of Appointment of
Board of Directors for legal entities), and to make payment in accordance with the total subscription. For foreign subscribers,
other than submitting copy of identification (passport), they must state on the FPPS their names and addresses abroad / valid
legal domicile of the subscribers completely and clearly, and also to conduct payment in accordance with the total
subscription.
The Issuer is entitled to reject shares subscriptions should the FPPS is not filled completely or if the conditions for shares
subscription are not met.
6. lnitial Offering Period
The Initial Offering Period shall commence on 28 October 2010 until 4 November 2010. The time of offer shall begin at 09.00
WIB until 16.00 WIB.
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7. Offering Period
Offering Period shall be two business days, which are on 22 and 23 November 2010. Time of offer shall begin at 09.00 WIB
until 16.00 WIB.
8. Date of Allotment
The final date of allotment, wherein the Lead Underwriter and the Issuer determine the shares allotment for each subscriber, shall
be on 25 November 2010.
9. Conditions for Payment
Payment may be done through cash, transfer, cheque, or bank draft in Rupiah, and may be paid by the concerning
subscribers by presenting original proof of identification and the FPPS that has been filled completely and correctly to the
Lead Underwriter for Issuance of Shares at the time the FPPS is submitted. The payment for one FPPS can only be done by
one of the methods for payment, which is by using cheque or cash or transfer or bank draft.
All bank charges and transfer charges in relation with such payment are to be paid by the subscribers. All cheques and
transfer form shall be disbursed at the time of receipt. If by the time of disbursement, the cheque or transfer form is rejected
by the withdrawal bank, therefore the shares subscription is automatically cancelled. The date of payment is calculated based
on the date of receipt of cheque/transfer/bank draft received in good funds by the account of Lead Underwriter. Payment by
cheque/transfer/bank draft can only be received on the first day of term of offer.
For special shares subscription, the payment is to be made directly to the Issuer. For payment made through transfer from other
banks, the subscribers are required to attach a copy of Nota Kredit Lalu Lintas Giro (LLG) from the concerning bank.
Payment of shares subscription fee shall be deposited into the account of the Lead Underwriter:
10. Proof of Receipt
Bank CIMB Niaga
Branch BEI
Account Number: 480.0100.852000
Account Holder: PT Ciptadana Securities IPO Wintermar
The Lead Underwriters or the Underwriters receiving the FPPS, shall return to the subscribers the carbon copy of the fifth
sheet of the signed FPPS (original signature) as proof of receipt of shares subscription. The proof of receipt for such shares
subscription does not constitute any warranty that the subscription is fulfilled and it must be well kept for re-submission at the
time the remaining subscription fee is returned and/or when receiving Allotment Confirmation Form on shares subscription.
For special requests to purchase shares, the Proof of Receipt of Shares Subscription shall be directly provided by the Issuer.
11. Shares Allotment
Allotment is to be carried out by the Lead Underwriter for Issuance of Shares as the Allotment Manager with a combination
system, which are Fixed Allotment and Pooling, in accordance with BAPEPAM Regulation No.IX.A.7 concerning the
Responsibilities of the Allotment Manager in the event of Shares Subscription and Allotment in the Public Offering, which
constitutes an attachment of Decision of Chairman of BAPEPAM No.Kep-45/PM/2000 dated 27 October 2000.
Whereas the allotment system to be applied is the combination system, which is the Fixed Allotment, which is limited to a
maximum of 95% (ninety five percent) of the total shares on offer, among which is the allotment for employees of the Issuer
amounting to 10% (ten percent). The remaining 5% (five percent) will be applied with Pooling.
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(i) Fixed Allotment
Fixed Allotment is limited to 95% (ninety five percent) of the total on offer, including allotment for employees of the Issuer,
which is 10% (ten percent) of the issuance value, which shall be allocated but not limited to:
Pension Funds
Insurance
Mutual Funds
Corporate
Individual
Management & employees
In the event that the allotment is carried out using the fixed allotment system (outside allotment for employees of the
Issuer), therefore such allotment can only be carried out if the following requirements are met:
a. The Allotment Manager shall determine the percentage of allocation and the eligible parties receiving the fixed
allotment in the Public Offering
b. In the event of over-subscription in the Public Offering, the Underwriters, or parties affiliated to them are prohibited
from purchasing or owning the shares using their own accounts; and
c. In the event of under-subscription in the Public Offering, the Underwriters, and their affiliated parties are prohibited
from selling the shares that have been purchased or the shares to be purchased based on the contract of
Underwriting for Issuance of Shares, unless through the Stock Exchange, if it has been disclosed in the Prospectus
that such shares shall be registered with the Stock Exchange.
(ii) Pooling
If the total shares subscribed exceeds the total shares on offer, therefore the Allotment Manager must implement the
allotment procedures as follows:
a. If after exemption of subscription of shares of related parties, which constitute directors, commissioners, employees,
or parties owning 20.00% (twenty percent) or more of the shares of a securities company acting as the Lead
underwriters or other parties affiliated with all parties, in relation to this Public Offering, and there are shares
remaining, total of which is the same as or exceeding the total subscribed, therefore the subscription that is not
exempted shall receive all shares subscribed.
b. If after the exemption of the Related Party Subscribers, the remaining number of shares is below the number of
shares subscribed, therefore the allotment for the subscribers that is not exempted, shall be allocated by meeting
the following requirements:
1. Priority can be given to subscribers who become the employees of the Issuer, up until a maximum of 10% (ten
percent) of the Issuance.
2. Subscribers not exempted shall acquire one trading unit in the Stock Exchange, if there is a trading unit available.
In the event the total is insufficient, therefore the available trading units shall be distributed by way of voting. The
total shares included in the said trading unit is the largest full trading unit determined by the Stock Exchange,
wherein such shares are registered.
3. If there are shares remain, therefore after one trading unit is distributed to the subscribers, the allocations shall be
conducted proportionately, in a trading unit according to the number of shares subscribed by the subscribers.
(iii). Allotment for Affiliated Parties
If after the employees of the Issuer and the non related party subscribers have received their full allotment and there are still
remaining shares, therefore such remaining shares shall be distributed proportionately to affiliated subscribers.
Allotment of shares is to be audited by following the procedures as set forth in BAPEPAM Regulation No. VIII.G.12 Guidance on
Audit by Accountants on Subscription and Allotment of Shares or Distribution of Bonus Shares.
12. Cancellation of the Public Offering
The Issuer is entitled to cancel this Public Offering based on matters contained in the Shares Underwriting Agreement and
Regulation of Bapepam-LK No. IX.A.2 concerning Procedures of Registration in the event of Public Offering.
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13. Cancellation of Subscription
The Issuer is entitled to cancel this Public Offering based on matters contained in Regulation of Bapepam-LK No. IX.A.2
concerning Procedures of Registration in the event of Public Offering. .
14. Refund of Subscription Money
Subscriptions that are wholly or partly rejected, or in the event of cancellation of this Public Offering, the refund of the
subscription fee shall be made in Rupiah by the Lead underwriters on behalf of the Shares subscribers by picking up the
refund themselves in the venue where the related FPPS is submitted. Refund of such subscription fee shall be made at the
latest, within 2 (two) Business Days after the final date of allotment or the date the cancellation of the Public Offering is
announced.
Failure to refund the subscription fee that exceeds 2 (two) Business Days after the final Date of Allotment or the
announcement date of the cancellation of Public Offering, therefore the refund of the said subscription fee shall be given
along with interest, which is calculated starting from the third Business Day after the final date of allotment or the date of
cancellation amounting to the deposit interest rate applied at that time to the Certificate of Bank Indonesia for each additional
day, with stipulation that the total number of days in 1 (one) month is 30 days.
Refund shall be made without interest if the said refund has been made available at the offices of the Lead underwriters, wherein
the subscribers submitted FPPS, up until the second business day after the final date of allotment or the date of announcement
of cancellation of Public Offering.
The refund may only be given by presenting the Receipt of Shares Subscription. The refund of such subscription fee may be
done with cheque, or bank draft, in accordance with the request from the subscribers stated in FPPS form at the time the
subscription is submitted. The refund of shares subscription fee done with cheque or bank draft shall be given in accordance
with the name of the party submitting the subscription. For special subscribers, the refund shall be regulated and conducted
by the Issuer.
15. Submission of Allotment Confirmation Form (”FKP”) on Shares Subscription
Distribution of Shares Allotment Confirmation Form to respective Shares Accounts of shares subscribers to the Underwriters
wherein the concerned FPPS submitted shall be conducted at the soonest within 1 (one) business day after Date of
Allotment. Shares Allotment Confirmation Form on such shares subscription may be picked up by presenting the receipt for
shares subscription.
16. Others
The Lead Underwriter for Issuance of Shares and the Issuer are entitled to receive or reject shares subscription, wholly or
partly. Double subscription submitted through more than one form shall be treated as 1 (one) subscription for allotment
purposes.
In line with the stipulations in the decision of Chairman of BAPEPAM No.45/PM/2000 dated 27 October 2000 article 7 paragraph
b, each party is prohibited, whether directly or indirectly, from submitting more than 1 (one) subscription for each Public Offering.
In the event that it is proven that a certain party submits more than 1 (one) subscription, whether directly or indirectly, therefore
the Lead Underwriter may cancel the said subscription.
Lead Underwriter for Issuance of Shares, and affiliated parties are prohibited from purchasing or owning shares for their own
accounts, should over demand occur. Affiliated parties are allowed only to purchase and own shares if there are shares still
remaining that are not subscribed by affiliated parties, whether foreign or domestic. The procedures for allocation are
conducted proportionately.
In the event of under demand in the Public Offering, the Lead underwriters, and Selling Agents or the parties affiliated to them
are prohibited from selling the shares that they have purchased, or will purchase based on the Contract of Underwriter for
Issuance of Shares.
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The Underwriters are to convey the Report of Results of Public Offering to BAPEPAM-LK at the latest within 5 (five) business
days since the date of Allotment in accordance with BAPEPAM Regulation No.IX.A.2.
The Allotment Manager, in this case one of the Lead Underwriters, due to them conveying the Report of Results of Audit to
BAPEPAM-LK concerning the fairness of implementation of allotment based on regulation No.VIII.G.2 concerning Guidance for
Audit on Subscription and Allotment of Shares or Distribution of Bonus Shares and BAPEPAM Regulation No.IX.A.7 concerning
Responsibilities of Allotment Manager in the event of Subscription and Allotment of Shares in a Public Offering; at the latest
within 30 days of the date of allotment.
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XXII. Distribution of Prospectus and Shares Subscription Forms
The Prospectus and FPPS may be obtained at the offices of the Lead Underwriter for Issuance of Shares, Underwriter for
Issuance of Shares, which are as follows:
PT Bahana Securities
Graha Niaga, Lantai 19
Jl. Jend. Sudirman Kav. 58
Jakarta – 12910, Indonesia
Tel: (62-21) 2505081
Fax: (62-21) 5225869
PT AAA Securities
Artha Graha Building 26th Floor
Jl. Jend. Sudirman Kav 52-53
Jakarta 12190
Tel. (021) 515-2640
Fax. (021) 515-2266
PT Danasakti Securities
Jl. Tanah Abang III No.6
Jakarta 10160
Tel. (021) 231-2345
Fax. (021) 231-4880
PT e-Capital Securities
Menara Batavia 23rd floor
Jl. KH Mas Mansyur Kav. 126
Tel. (021) 579-30078
Fax. (021) 579-30079
PT Inti Fikasa Securindo
Menara Batavia Lantai 23
Jl. KH Mas Mansyur Kav. 125-126
Jakarta 10220
Tel. (021) 5793-0080
Fax. (021) 5793-0090
PT Madani Securities
Menara Prima 25th Floor
Jl. Lingkar Mega Kuningan Blok 6.2
Jakarta 12950
Tel. (021) 579-48170
Fax. (021) 579-48171
PT Mega Capital Indonesia
Menara Bank Mega Lantai 2
Jl. Kapten P. Tendean Kav. 12-14A
Jakarta 12790
Tel. (021) 7917-5599
Fax. (021) 7919-3900
Lead Underwriter
PT CIMB Securities Indonesia
Bursa Efek Indonesia Tower II, Lt 20
Jl. Jend. Sudirman Kav. 52-53
Jakarta – 12910, Indonesia
Tel: (62-21) 515 1330
Fax: (62-21) 515 4661
Underwriters
PT Bumiputera Capital Indonesia
Wisma Bumiputera Lantai 17
Jl. Jend. Sudirman Kav. 15
Jakarta 12190
Tel. (021) 5296-0155
Fax. (021) 5296-0148
PT Dhanawibawa Arthacemerlang
Gedung BEI Tower I Lt. 15; Suite
1504
Jl. Jend. Sudirman Kav 52-53
Jakarta 12920
Tel. (021) 5151-678-79
Fax. (021) 515-1681, 1226
PT Erdikha Elit Sekuritas
Gedung Sucaco Lantai 3
Jl. Kebon Sirih No. 71 Jakarta
Tel. (021) 314-6427, 314-7634,
310-0525
Fax. (021) 315-2841
PT Investindo Nusantara Sekuritas
Plaza ABDA 17th floor
Jl. Jend. Sudirman Kav. 59
Jakarta 12190
Tel. (021) 515-0817
Fax (021) 515-1217
PT Makinta Securities
Plaza ABDA Lantai 23
Jl. Jend. Sudirman Kav. 59
Jakarta 12190
Tel. (021) 5140-1133
Fax. (021) 5140-1599
PT Minna Padi Investama
Equity Tower Lantai 11 SCBD Lot 9
Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190
Tel. (021) 525-5555
Fax. (021) 525-6666
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PT Ciptadana Securities
Plaza Asia Office Park Unit 2
Jl. Jend. Sudirman Kav. 59
Jakarta – 12910, Indonesia
Tel: (62-21) 2557 4800
Fax: (62-21) 2557 4900
PT Bhakti Securities
MNC Tower 1st & 4th Floor
Jl. Kebon Sirih No. 17-19
Jakarta 12190
Tel. (021) 392 2000
Fax. (021) 398 36868
PT Dinamika Usaha Jaya
Jl. KS Tubun II/15
Jakarta Barat 11410
Tel. (021) 533 0987; 530 3864
Fax. (021) 533 0991
PT Indosurya Securities
Graha Surya Lt 7
Taman Perkantoran Kuningan
Jl. Setiabudi Selatan I Kav. 9
Tel. (021) 5790 5068
Fax. (021) 5790 4898
PT Kresna Graha Sekurindo Tbk
Gedung BEI, Tower I, Lt. 30
Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190
Tel. (021) 515-2889, 515-2595,
515-2606
Fax. (021) 515-5280
PT Masindo Artha Securities
Jl. Sisingamangaraja No. 12
Kebayoran Baru
Jakarta 12110
Tel. (021) 7279-2999
Fax. (021) 739-8250
PT Nusantara Capital Securities
Menara Karya Lantai 6
Jl. HR Rasuna Said Blok X-5
Kav. 1-2
Jakarta 12950
Tel. (021) 2554-6700
Fax. (021) 5794-470

PT OSK Nusadana Securities Indonesia
Plaza Lippo 14th Floor
Jl. Jend. Sudirman Kav. 25
Jakarta 12920
Tel. (021) 520-4599
Fax. (021) 520-4598
PT Phillip Securities Indonesia
ANZ Thower, Lt. 23B
Jl. Jend. Sudirman Kav. 33A
Jakarta 10220
Tel. (021) 5790-0800
Fax. (021) 5790-0809
PT Victoria Sekuritas
Senayan City, Panin Tower 8th Floor
Jl. Asia Afrika Lot 19
Jakarta 10270
Tel. (021) 7278-2310
Fax. (021) 7278-2290
PT Overseas Securities
Mandiri Tower Lt. 16
Jl. Jend. Sudirman Kav. 54-55
Jakarta 12190
Tel. (021) 527-7008
Fax. (021) 527-7009
PT Reliance Securities
Menara Batavia 27th floor
Jl. KH Mas Mansyur kav. 126
Jakarta 10220
Tel. (021) 579-30008
Fax. (021) 579-30010
PT Wanteg Securindo
Graha KencanaLt. 7
JL. Perjuangan No.88
Jakarta 11530
Tel. (021) 5367-1517
Fax. (021) 5367-1519
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PT Panin Sekuritas Tbk
Jakarta BEI Tower II, suite 1705
Jl. Jend Sudirman Kav 52-53
Jakarta 12190
Tel. (021) 515-3055
Fax. (021) 515-3061
PT Valbury Asia Securities
Menara Karya Lt. 10
JL. HR Rasuna Said Blok X-5,
Kav.1-2
Jakarta 12950
Tel. (021) 255-33600
Fax. (021) 255-33700
PT Yulie Sekurindo
Plaza ABDA, lt.5
Jl. Jend. Sudirman Kav. 59
Jakarta 12190
Tel. (021) 5140-2181
Fax. (021) 5140-2182

ISSUER
PT Wintermar Offshore Marine Tbk
Jl Kebayoran Lama No.155
Jakarta 11560
Indonesia
REGISTRAR
PT Datindo Entrycom
Puri Datindo – Wisma Sudirman
Jl. Jend. Sudirman Kav. 34-35
Jakarta 10220
Indonesia
INTERNATIONAL SELLING AGENT
CIMB Bank (L) Limited
c.o. 11 th Floor, Commerce Square Building
Jalan Semantan, Damansara Heights
50490 Kuala Lumpur
Malaysia
LEGAL ADVISERS TO THE ISSUER
As to Indonesian law
Weco Law Office
Jl. Blora No. 31, Menteng
Jakarta 10310
Indonesia
AUDITORS
RSM Aryanto, Amir Jusuf, Mawar & Saptoto, member firm of RSM International
Plaza ABDA, 10 th Floor
Jl. Jend. Sudirman Kav. 59
Jakarta 12190
Indonesia
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November 22, 2010
PT WINTERMAR OFFSHORE MARINE TBK
900,000,000 Ordinary Shares
and 90,000,000 Series I Warrants
OFFERING CIRCULAR
CIMB BANK (L) LIMITED
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