LDD PT OLAM

LEGAL DUE DILIGENCE REPORT

PT DHARMAPALA USAHA SUKSES [*](2015[Issuing Year])

BUDIARTO Law Partnership

Table of Contents

LEGAL DUE DILIGENCE REPORT.......................................................................................11. Purpose of Report.................................................................................................12. Scope of Report....................................................................................................13. Assumptions.........................................................................................................1

EXECUTIVE SUMMARY........................................................................................................31. DEFINITIONS...............................................................................................................102. CORPORATE STRUCTURE........................................................................................13

2.1 Legal Background...............................................................................................13

(1) Company Formation.................................................................................13(2) Replacement or Appointment of Board Members; Share Transfers; and

Amendment of Articles..............................................................................13(3) Company Officers.....................................................................................14(4) Articles of Association...............................................................................15

2.2 PT Olam Indonesia[*]..........................................................................................15

(1) Deed of Establishment, MOLHR Approval and State Gazette..................15(2) Letter of Domicile, Taxpayer Registration and Tax File Numbers.............18(3) Certificate of Company Registration.........................................................19(4) Register of Shareholder............................................................................20(5) Special Register........................................................................................20

3. GOVERNMENT LICENCES AND FILINGS..................................................................203.1 Regulatory Regime for Fishery Companies........................................................20

(1) Ministry of Law and Human Rights...........................................................20(2) Department of Trade.................................................................................20(3) Ministry of Marine and Fishery..................................................................21

3.2 Business Licenses..............................................................................................21(1) Forms of Company...................................................................................21(2) PT Olam Indonesia[*]’ Business License..................................................21

3.3 Licenses and Approvals Issued by Directorate General of Pharmaceutical and Health Equipment of PT Olam Indonesia [*]........................................................22(1) Legal Background.....................................................................................22(2) Distributor of Medical Equipment License.................................................22(3) Utilization of Nuclear Energy License.......................................................22(4) Other Documents Relating to the Business Activities...............................22

3.4 Other Licenses....................................................................................................223.5 Environment Licenses.........................................................................................22

(1) Background..............................................................................................22(2) Environmental Management Attempt (Upaya Pengelolaan Lingkungan)

and Environmental Supervision Attempt (Upaya Pemantauan Lingkungan)..................................................................................................................23

4. AGREEMENTS.............................................................................................................235. ASSETS, LIABILITIES AND LABORS..........................................................................23

5.1 Assets................................................................................................................. 23(1) Land..........................................................................................................23

5.2 Labors.................................................................................................................24(1) Legal Background.....................................................................................24(2) List of Employee.......................................................................................25(3) Licenses...................................................................................................25

6. LITIGATION AND DISPUTES.......................................................................................26Attachment 1: List of Documents Received..........................................................................29Appendix 1: Statement Letters.............................................................................................31

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CONFIDENTIAL

Ref. No. [*]

[*], 2015

PT Dharmapala Usaha Sukses [*]Attn. Directors[*]

Dear Sirs,

LEGAL DUE DILIGENCE REPORT

3.1 Purpose of Report

This legal due diligence report ("Report") has been prepared at the request of PT Dharmapala Usaha Sukses Indonesia [*] (“ OAMDUS[*]”) in relation to the proposed acquisition of PT [*] (“[*][*]”).

PT DUS[*] is a limited company established under the laws of the Republic of Indonesia, and having its registered office in Gandaria 8 Office Building Lt.15 Unit G & H, Jl. Sultan Iskandar Muda, Kelurahan Kebayoran Lama Utara, Kecamatan Kebayoran Lama, Kota Administrasi Jakarta Selatan[*].

PT DUS[*] is operating as an importer, exporter, and main distributor (trading) [*] company and is holding Permanent Trading[*] Business License.

We have been instructed to conduct a due diligence review of certain matters concerning PT DUS legal compliance[*].

3.2 Scope of Report

2.1 Budiarto Law Partnership has been instructed by PT DUS[*] to conduct the following legal due diligence investigations:

(1) Corporate, to confirm the due incorporation of PT DUS[*], its current shareholdings and its current membership of management;

(2) Licensing, to confirm that PT DUS[*] hold all required material licenses from the government and those licenses are valid;

(3) Assets, Liabilities and Labors, to confirm the nature and validity of the Assets, Labors and Liabilities owned by the PT DUS[*]; and

2.2 The documents which were obtained by us during the course of our legal due diligence investigations are listed in Attachment 1: List of Documents Received to this Report.

2.3 This Report is based on information obtained prior to – JuneFebruary 115, 20153.

2.4 This Report is based on the laws of the Republic of Indonesia as of the date of the Report.

3.3 Assumptions

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3.1 This Report has been prepared based on the following assumptions:

(1) that where we have been provided with copies of documents, that copy is an exact and complete reproduction of, and conforms with, the original of the document and the original of the document still exists;

(2) that no document provided to us has been varied, cancelled or superseded by some other document or agreement or action of which we are not aware;

(3) that all signatories, dates of and any stamp duty or other marking on all documents provided to us (whether copies or originals) are authentic;

(4) that where a document was provided to us in draft form, it was executed or will be executed in the form of that draft;

(5) except as specifically stated in this Report, all documents provided to us are within the capacity and power of, and have been or will be validly authorized, executed and delivered by party, and constitute valid and binding obligations of party under all applicable laws;

(6) except as specifically stated in this Report, each document provided to us, which is a contract or agreement, is enforceable in accordance with its terms;

(7) the details revealed by searches of public registers maintained by governmental or other regulatory authorities are up to date at the date of search and have been properly and accurately recorded in those registers by those authorities; and

(8) all material information and documentation has been provided to us and is true and complete and not misleading in any way.

3.2 This Report is based on the laws of the Republic of Indonesia. Any opinions expressed with respect to matters which may be subject to or governed by the law of any other jurisdiction should be verified and confirmed by lawyers competent to advice in those jurisdictions.

This Report is exclusively addressed to PT DUS[*], and may not be disclosed to any party outside of PT DUSOLAM[*], without the prior written consent of Budiarto Law Partnership.

Sincerely yours,BUDIARTO LAW PARTNERSHIP

WIDJOJO BUDIARTO NIA 92.10155

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EXECUTIVE SUMMARY

This Report, which summarizes the results of our legal due diligence review in relation to the Project, should be read in full. However, we believe that the matters set out in this Executive Summary may be of particular concern or interest to the addressee.NO SUMMARY ISSUE/ANALYSIS

CORPORATE

1. Deed No. 32No. 54, was made on July 19, 1996May 11, 1994 (“Deed of Establishment”), before Ny. Rukmasanti Hardjasatya S.H., Linda Ibrahim, S.H., then a Notary in Central Jakarta.

the Deed of Establishment has been approved by the MOLHR Minister of Justice on NovemberJuly 297, 19968 pursuant to Decree No.C2-10.700HT.01.01.Th.96No. C2-9686 HT.01.01.TH.98, and also been registered with the Company Registrar on June 12, 1997, with registration No. 8112/BH.09.05/VI/97January 31, 2001, with registration No. 095/BH 09.01/5/2001.

PT OLAM[*] was not a legal entity during the period between the date of establishment on July 19, 1996May 11, 2007 until the date of Minister of JusticeMOLHR approval on November 29, 1996July 27, 1998.

The Deed of Establishment had later been announced in the State Gazette No. 104; Supplement of State Gazette No. 7645 dated December 29, 1998State Gazette No. 4863; Supplement of State Gazette No. 40 dated 17 Mei 2002..

Note:

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

The announcement of the Deed of Establishment in the State Gazette was stated together with Deed No. /1127/1996 in the State Gazette 04; SpNo. 4863, Supplement of State Gazette No. 40 dated 17 Mei 2002.

The date of Deed of Establishment stated on Minister of Justice approval is different from the original deed.Note:re not provided with the documents evidencing the announcement of Deed of Establishment in the State Gazette and documents evidencing the registration of the Deed of Establishment in the Company Registrar maintained by Company Registrar Office.We wetration with company registrar and the ed of Establishmene. -

2. Deed of Amendment of Article of AssociationDeed No. 29 (“Deed No. 29/1996”)127/1996 concerning Amendment of Article of Association, was made on OctoberSeptember 1623,

29 in the State Gazette and documents evidencing the registration of the Deed No33 Registrar maintainedompan-

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1996 before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central JakartaLinda Ibrahim, S.H., then a Notary in Jakarta.

Note:

The approval of this Deed No. 29/1996 was given together with the approval of Deed of Establishment.

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

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

Deed No. 127/1996 had later been announced in the State Gazette No. 4863, Supplement of State Gazette No. 40 dated 17 Mei 2002.

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

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

Deed No. 17/2006 has also been announced in the State Gazette No. 3331; Supplement of State Gazette No. 28 dated 05 April 2007.

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4. Deed No. 05/2008338/2008 concerning Amendment of Article of Association, was made on July 3, 2008, before Ashoya Ratam, SH., MKn, then a Notary in Bekasi. August 22, 2008 before Aulia Taufani, S.H., substitute to Sutjipto, S.H., then a Notary in Jakarta

Deed No. 05/2008 has been approved by MOLHR No. AHU-

We were not provided with the documents evidencing the announcement of Deed No. 05/2008 338/2008 in the State Gazette and documents evidencing the registration of the Deed No. 05/2008 338/2008 in the Company Registrar maintained by Company Registrar Office.

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53518.AH.01.02.Tahun 2008 on August 21, 2008.Deed No. 338/2008 has been approved by MOLHR No. AHU-41537.AH.01.02.Tahun.2009 dated August 26, 2009.

5. The authorized and paid-up capital of PT OLAM[*] pursuant to Deed No. 32/200317/2006.

There is an enlargement of authorized capital from Rp 1,628,900,000.- Rp250,000,000.- to Rp 2,559,700,000.-Rp40,000,000,000.- and paid-up capital from Rp 1,628,900,000.- Rp100,000,000.- to Rp 2,559,700,000.-.Rp10,000,000,000.-

We were not provided with any documents evidencing payment of capital contribution from Olam International LtdWardono Asnim and Sunny G VergheseTjong Nelly Permatasari, in respect of the increase of authorized and paid up capital of PT OLAM[*] pursuant to Deed No. 32/200317/2006.

6. Register of Shareholder We were not provided with the Register of Shareholder of PT OLAM[*].

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

LICENSING

1. PT DUS [*] holds several Letter of Company Domicile as follows :

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

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

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

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

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

(f) Letter of Company Domicile No. 443/1.824/2007 dated October

eNot proiAM.-

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30, 2007 valid until October 30, 2008;

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

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

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

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

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

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

(m) Letter of Company Domicile No. 2959/27.1.1/31.74.05.1001/-1755.13/2015 dated April 16, 2015 valid until April 16, 2016 No: 0008/1.824.1/13, dated January 10, 2013, was valid until prilJanuary 10, 2014

2. PT DUS[*] holds several Certificate of Company Registration (Tanda Daftar Perusahaan or “TDP”) as follows :

(a) TDP No. 09.05.1.71.41167 issued on October 10, 2003 valid until June 25, 2006;

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

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

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

(e) TDP No. 09.05.1.15.41167 issued on January 15, 2008 valid until January 15, 2013;

(f) TDP No. 09.03.1.15.60177 issued

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on April 30, 2009 valid until January 15, 2013;

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

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

(i) TDP No. 09.03.1.10.60177 issued on February 25, 2015 valid until January 15, 2018. 46.59875 dated 03 February 2No: 09.01.1.51.07276, dated February 01, 2010, valid until July 07, 2014.

3. PT DUS [*] holds several Tax File Number (Nomor Pokok Wajib Pajak or “NPWP”) and relating documents as follows:

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

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

(c) NPWP number 02.062.239.5-522.001 (Factory)

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

(e) Notification Letter No. S.995/WPJ.06/KP.1010/2006 for Equalization of Income Tax (PPh) Article 22 Import and PPN Import issued by Directorate General of Taxation dated July 11, 2006

No. 01.654.019.7-045.000 issued on June 15, 1994 in the name of lam [*]; andTaxpayer Registration (Surat Keterangan Terdaftar or “SKT”) No. PEM-00152/WPJ.21/KP.0403/2012[*] issued on February 20, 2012[*] in the name of [*].

We were not provided with Taxpayer Registration (Surat Keterangan Terdaftar or “SKT”)-

4. PT DUS[*] holds several Taxable Entrepreneur Number (Pengusaha Kena Pajak) and relating documents No. PEM-00153/WPJ.21/KP.0403/2012

eotNot poderepreneur Number (-

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[*] folows :

(a) Statement of Tax Registration No. PEM 95/WPJ.04/KP.1003/2001 issued by Directorate General of Taxation dated June 14, 2001

(b) Statement of Tax Registration No. PEM-025/WPJ.05/KP.0503/2001 issued by Directorate General of Taxation dated May 16, 2001

(c) Letter of Taxable Entrepreneur Number No. PEM-212/WPJ.05/KP.1103/2003 issued by Directorate General of Taxation dated October 1, 2003

(d) Statement of Tax Registration No. PEM-61/PB/WPJ.05/KP.1103/2003 issued by Directorate General of Taxation dated September 30, 2003

(e) Moving Letter No. PEM-924/WPJ.06/KP.0803/2003 issued by Directorate General of Taxation dated September 30, 2003

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

(g) Moving Letter No. PEM-795/WPJ.06/KP.0903/2004 issued by Directorate General of Taxation dated August 26, 2004;

(h) Statement of Tax Registration No. PEM-01725/WPJ.06/KP.1203/2008 issued by Directorate General of Taxation dated July 21, 2008

(i) Statement of Tax Registration No. PEM-01726/WPJ.06/KP.1203/2008 issued by Directorate General of Taxation dated July 21, 2008

(j) Letter of Taxable Entrepreneur Number No. PEM-00151/WPJ.06/KP.1203/2011 issued by Directorate General of Taxation dated June 24, 2011;

(k) Statement of Tax Registration No. PEM-00150WPJ.06/KP.1203/2011 issued by Directorate General of

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Taxation on June 24, 2011; is registered as Taxable Entrepreneur on February 20, 2012.

5. PT DUS[*] holds several Middanent Tradingl Business License (Surat ljin Usaha Tetap PerdaganganIndustri)othercument issued by Investment Coordinating Board (BKPM) as follows :

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

(b) Industrial Business License No. 322/T/INDUSTRI/2009 dated April 2, 2009

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

(d) Letter of Approval for Change of Office Address No. 120/B.3/A.7/2003 issued by Investment Coordinating Board (BKPM) dated October 27, 2003

(e) Letter of Approval for Extension of Project Completion No. 73/III/PMDN/2004 issued by Investment Coordinating Board (BKPM) dated June 22, 2004

(f) Letter of Assignment for Machinery Verification No. 141/B.3/A.6/2004 issued by Investment Coordinating Board (BKPM) dated June 21, 2005

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

(h) Letter of Approval for Change of Office Address No.

We were not provided with Approval of Status Amendment from PMDN into PMA No. 236/V/PMA/2007 dated December 3, 2007 and SK BKPM No. 371/B.3/A.9/2008 dated August 19, 2008.-

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371/B.3/A.9/2008 issued by Investment Coordinating Board (BKPM) dated August 19, 2008

(i) Letter of Limited Importer Identification Number No. 25/APIT/2008/PMA issued by Investment Coordinating Board (BKPM) dated January 18, 2008

(j) Letter of Approval for Change of Office Address No. 142/1/IU/III/PMA/INDUSTRI/2011 issued by Investment Coordinating Board (BKPM) dated July 13, 2011

Mor “IUTSU) No. N1/T/EGAN/19702988-02/PM/1.824.2710 da 19972013, is valid until and has to be re-registered on c3, 2021y Capital stmerdinat “BKPM”) for export tradingFebruary 6, 2017.

6. PT DUS holds several permits for import/export activities as follows:

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

(b) Letter No. 245/DAGLU.4.2/I/2004 for Import Goods issued by Department of Industrial and Trade dated January 12, 2004 with attachment;

(c) Letter No. 883/DAGLU.4.2/II/2004 for Country of Origin Amendment issued by Department of Industrial and Trade dated February 6, 2004;

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

(e) Letter No. 2487/DAGLU.4.2/IV/2004 for Port of Destination Amendment issued by Department of Industrial and

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Trade dated April 28, 2004;

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

(g) Letter No. 6645/DAGLU.4.2/XII/2004 for Import Goods issued by Department of Industrial and Trade dated December 29, 2004 with attachment;

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

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

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

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

(l) API-T Holder (DUS) for Sugar (Amendment) dated January 21, 2008

(m) API-P (Angka Pengenal Importir – Produsen) No. 090500712-B issued by Ministry of Trade dated September 10, 2012;

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

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

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

(q) Trade Business License (SIUP) No. 05088/1.824.271 dated 3 December 2007

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(r) Recommendation Letter for Raw Sugar Importer Producer No. 27/IAK/IV/2005 issued by Directorate General of Chemical and Agro Industry dated April 25, 2005

(s) Application Letter for Recommendation No. 050/Dir-DUS/Daglu-Indag/III/05 dated March 23, 2005 issued by DUS

(t) Acknowledgement of Importer Producer for Raw Sugar No. 504/DAGLU/IP/5/2005 dated May 20, 2005;

(u) Letter for Securitization of Import Raw Sugar No. 511.1/2942 issued by Department of Industrial and Trade on September 2005 (date unknown);

(v) Acknowledgement of Importer Producer for Raw Sugar No. 927/DAGLU/IP/9/2005 dated September 29, 2005;

(w) Recommendation Letter for Raw Sugar Importer Producer No. 577/IAK/V/2006 issued by Directorate General of Chemical and Agro Industry dated May 15, 2006

(x) Application Letter No. 018/Dir-DUS/IKAHH/IV/06 for Recommendation of IP Raw Sugar issued by DUS dated May 18, 2006

(y) Acknowledgement of Importer Producer for Raw Sugar No. 495/DAGLU/IP/7/2006 dated July 3, 2006;

(z) Recommendation Letter for Raw Sugar Importer Producer No. 1369/IAK/12/2006 issued by Directorate General of Chemical and Agro Industry dated December 22, 2006

(aa) Application Letter for Recommendation No. 049/Dir-DUS/IKAHH/XI/06 dated November 20, 2006 issued by DUS

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(bb) Acknowledgement of Importer Producer for Raw Sugar No. 32/DAGLU/IP/1/2007 dated January 11, 2007;

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

(dd) Recommendation Letter for Raw Sugar Importer Producer No. 1151/IAK/09/2007 issued by Directorate General of Chemical and Agro Industry dated September 24, 2007

(ee) Acknowledgement of Importer Producer for Raw Sugar No. 576/DAGLU/IP/11/2007 dated November 5, 2007;

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

(gg) Letter of Distribution for Raw Sugar No. 1357/IAK/11/2007 dated November 19, 2007

(hh) Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.12.0083 dated December 18, 2012;

(ii) Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.13.0099 dated April 12, 2013;

(jj) Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.13.0114 dated June 21, 2013;

(kk) Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.13.0126 dated November 19, 2013;

(ll) Acknowledgement of Importer Producer for Raw Sugar No. 04.IP-04.13.0135 dated December 13, 2013;

(mm) Acknowledgement of Importer Producer for Raw Sugar No.

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04.IP-04.14.0004 dated March 10, 2014

(nn) Letter No. 224/Pabean/2004 for Import Duty Facility issued by Investment Coordinating Board (BKPM) dated 2 August 2004

(oo) Letter No. 244/Pabean/2005 for Import Duty Facility issued by Investment Coordinating Board (BKPM) dated 21 July 2005

(pp) Letter No. 242/Pabean/2006 for Import Duty Facility issued by Investment Coordinating Board (BKPM) dated 26 July 2006

(qq) Letter No. 48/A.6/2007 for Extension Application of Import Duty Facility issued by Investment Coordinating Board (BKPM) dated 5 April 2007

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

(ss) Extension of Import Duty Facility Period for DUS issued by Investment Coordinating Board (BKPM) No. 326/Pabean/2007, dated 26 October 2007

(tt) Letter of Amendment of Limited Importer Identification Number (APIT) No. 440/APIT/2003 PMDN issued by Investment Coordinating Board (BKPM) dated October 15, 2003

(uu) Letter of Amendment of Limited Importer Identification Number (APIT) No. 440/APIT/2003 PMDN issued by Investment Coordinating Board (BKPM) dated November 14, 2003

General Importer’s Identification Number (Angka Pengenal Importir or “API-U”) No. 090500821-B dated 14 September 2012 issued by Department of Cooperatives, Micro, Small and Medium-scale Business of JakartaBKPM;

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Temporary Coffee Exporter (Eksportir Kopi Sementara or “EKS”) No. 44/DAGLU/EKS/8/ 2013 dated 1 August 2013 issued by Directorate General of Foreign Trade;

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

Special Importer’s Identification Number (Nomor Pengenal Importir Khusus or “NPIK”) for textile and textile products No. 1.09.05.05.04169 dated 27 September 2012 valid until 4 October 2016;

7. PT DUS holds several Customs Identity Registration Number (Nomor Identitas Kepabeanan or “NIK”) as follows :

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

(b) Notification Letter for Explanation of GB Bond No. S/1919/BC.2/2005 issued by Indonesian Customs and Excise dated August 31, 2005

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

(d) Customs and Excise Number 01.011339 issued by Directorate General of Customs and Excise dated October 11, 2012

Notification of Data Change from Minister of Finance Directorate General Customs and Excise No. S-7031/PD/BC.9/2010 dated 25 October 2010.

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8. [*] holds Fishery Business License (Surat Izin Usaha Perikanan or “IUP”) No. 01.02.01.0198.0897, issued on January 19, 2012 in the name of PT Karya Cipta Buana Sentosa.

The address of [*] stated in the IUP is inconsistent with its address in the Letter of Domicile. Pursuant to the Letter of Domicile, the current domicile of [*] is at Jl. Cilincing Raya 11 RT. 012 RW. 002, Kel. Lagoa, Kec. Koja, Jakarta Utara.

9. Foreign Investment Approval orishing Licenses issued by BKPM. (Surat Izin Penangkapan Ikan or “SIPI”).

PT DUS[*] holds several ciple and busiSIPIs icense rmitsapprovalofvestment al its amedment and expansion as follows:

(a) Approval of Office Address Amendment issued by Investment Coordinating Board (BKPM) dated July 13, 2011;

(b) Principle License No. 1145/I/IP/PMA/2014 dated April 14, 2014 issued by Investment Coordinating Board (BKPM)

(c) Letter of Approval of Domestic Investment issued by Investment Coordinating Board (BKPM) No. 94/I/PMDN/2001 dated July 4, 2001;

(d) Letter of Approval for Expansion of Domestic Investment issued by Investment Coordinating Board (BKPM) No. 75/II/PMDN/2001 dated December 11, 2001;

(a) PT OLAM holds business licenses of foreign investment as follows:

1. SIPI No. 523.37/48/KPPTSP/2012, dated March 05, 2012, issued by One Stop Licenses Application Service Office of Nusa Tenggara Timur Province (Kantor Pelayanan Perizinan Satu Pintu Provinsi Nusa Tenggara Timur or “KPPTSP”);

2. 3. erading Bucense

No.RDAGANGA/ated 6ary 16;BKPM Approval No.

We were not provided with :

1. Periodic Investment Activity Report (LKPM);

2. Letter of Domestic Investment Approval issued by BKPM No. 94/I/PMDN/2001 dated June 4, 2001 jis. 297/B.2/A.6/2003 dated 20 year 2003

3. No. 73/III/PMDN/2004 tanggal 22 Juni 2004.

We were not provided with any documents evidencing the compliance of SIPI’s provisions by [*] as the SIPI’s holder, such as fish catches report to the local port’s authority and quality control statement letter.

These SIPIs were issued in conformity with Surat Izin Usaha Perikanan (Fishery Business License) No. DIS.PKL.5/SD3.056/API/NTT/2009 which we were not provided with.

16

583/T/PERDAGANGAN/1999 on Permanent Business License and Business Expansion dated 22 October 1999 valid until April 2029;

4. BKPM Approval No. 987/T/INDUSTRI/2006 on Permanent Business License and Business Expansion in Padang dated 22 December 2006 valid until August 2036;

Note: has been revoked by BKPM Decree No. 7SIPI No. 523.37/49/KPPTSP/2012, dated March 05, 2012, issued by KPPTSP;

SIPI No. 523.37/47/KPPTSP/2012, dated March 05, 2012, issued by KPPTSP;

SIPI No. 523.37/136/KPPTSP/2012, dated July 20, 2012, issued by KPPTSP;

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

SIPI No. 523.37/179/KPPTSP/2012, dated October 16, 2012, issued by KPPTSP.

10. Fish Transporter Vessel License (Surat Izin Kapal Pengangkut Ikan or “SIKPI”).

We were not provided with any SIKPI license of [*].

11. Certificate of Good Manufacturing Practices (Sertifikat Kalayakan Pengolahan or “SKP”).

[*] holds several SKPs as follows:

(a) Certificate of Good Manufacturing Practices (Sertifikat Kalayakan Pengolahan) No: 717/31/SKP/BK/VII/2012 issued by the Fisheries Product Processing and Marketing Directorate General of Ministry of Maritime and Fisheries on July 17, 2012;

(b) (c) Certificate of Good

Manufacturing Practices (Sertifikat Kalayakan

(g) -

17

Pengolahan) No: 653/53/SKP/BK/VI/2012 issued by the Fisheries Product Processing and Marketing Directorate General of Ministry of Maritime and Fisheries on June 12, 2012;

(d) (e) Certificate of Good

Manufacturing Practices (Sertifikat Kalayakan Pengolahan) No: 654/53/SKP/BK/VI/2012 issued by the Fisheries Product Processing and Marketing Directorate General of Ministry of Maritime and Fisheries on June 12, 2012.

(f)12. Special Terminal Licenses. We take note that [*] runs a Special

(Sea) Terminal in Maumere. However, we were not provided with any documents evidencing Special Terminal Licenses, such as Stipulation of Special Terminal Area, Special Terminal Construction Permit, Special Terminal Operation Permit, and all its supporting documents.

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

-

14. [*] holds Fishery Business Registration Certificate (Tanda Daftar Usaha Perikanan) No: 02.2356-6/1-823.67 issued by Governor of the Province of Special Region of Capital City of Jakarta on April 23, 2012 and is valid until April 23, 2013.

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15. Licenses of [*]’DUS branch and/or representative’s office.

[*DUS Branch Office ] holds Nuisance Permit (Surat Izin Gangguan) No: KPPT.503.c/55/PB/11/2011 issued by One Stop Licenses Application Service Office of Sikka Regency on February 21, 2011 503/011/I/27/2004 issued by Cilacap Local Government dated January 27, 2004

We were not provided with any regular licenses which are required by governing laws and regulations for [*] to set up a branch and/or representative’s office in Maumere Cilacap such as SKDP Cabang, Laporan Pembukaan Cabang, TDP Cabang, and NPWP Cabang.

18

; and

Business Location Permit (Surat Izin Tempat Usaha) No. 503/002/35/Tahun 2004/Cp. Regarding Building Construction Permit issued by Cilacap Regent on January 2004 (date unknown) No: KPPT.503.c/55/PB/II/2011, issued by One Stop Licenses Application Service Office of Sikka Regency on February 21, 2011.

16. Approval of Environmental Management Attempt (Upaya Pengelolaan Lingkungan or “UKL”) and Environmental Supervision Attempt (Upaya Pemantauan Lingkungan or “UPL”) and Environmental License (Izin Lingkungan)

We were not provided with any documents evidencing [*]’s compliance of environmental laws applicable in Indonesia.

AGREEMENT

Agreement. We were not provided with any agreement executed and entered into by PT OLAM[*].

ASSETS

Our search on this section is based on the List of Assets in Maumere [*] provided by [*] to us.

Based on the List, [*] owns several assets such as Office Buildings, Dormitories, Warehouse, Vessels, Cars, Machineries, Office Stationaries, and other moveable assets, with the details as elaborated below:

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

[*] has several vessels, pursuant to the following:

Registration Certificate No: 327, dated October 20, 2004, issued by Boat Registration Officer of Tanjung Priok;

Registration Certificate No: 329, dated November 02, 2004, issued by Boat Registration Officer of

Other than stated on this section, we were not provided with any more documents evidencing the ownership of moveable assets of [*] in Maumere.

We were also not provided with list of assets in Jakarta and Larantuka.

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Tanjung Priok;

Registration Certificate No: 330, dated November 02, 2004, issued by Boat Registration Officer of Tanjung Priok;

Registration Certificate No: 513, dated August 19, 2005, issued by Boat Registration Officer of Tanjung Priok;

Registration Certificate No: 89, dated May 22, 2007, issued by Boat Registration Officer of Maumere;

Registration Certificate No: 111, dated January 21, 2008, issued by Boat Registration Officer of Maumere.

LIABILITIES

Liabilities. We were not provided with financial statement of [*], therefore we have no information regarding [*]’s liabilities.

LABORS

Employment. We have examined list of [*]’ employees in Maumere[*]. However, we were not provided with legal documents evidencing employment contract, and mandatory employment documents, such as mandatory manpower report, report of corporate manpower welfare facilities, and evidence of the provident fund program payment/participation.

LITIGATION

Impending Litigation.

Our searches did not reveal any current or recent litigation proceedings involving [*].

-

20

1. DEFINITIONS

Unless otherwise defined, all and any words or terms used in this Report shall have the following meanings:

AMDAL Analisis Mengenai Dampak Lingkungan

BANI means Badan Arbitrase Nasional Indonesia or Indonesian National Board of Arbitration

BKPM means Badan Koordinasi Penanaman Modal or Capital Investment Coordinating Board

BLP Budiarto Law Partnership

Company Law Law No. 40 Year 2007 concerning Limited Liability Companies

DT Department of Trade Republic of Republic of Indonesia

Deed of Establishment

Deed No. 54 made on May 11, 1994 as defined in page 26

Deed No. 127/1996 Deed of Amendment of Article of Association No. 127 made on September 23, 1996, as defined in page 27

Deed No. 17/2006 Deed of Restatement of Meeting Resolution No. 17 made on December 21, 2006, as defined in page 28

Deed No. 338/2008 Deed of Amendment of Article of Association No. 338 made on August 22, 2008, as defined in page Error: Referencesource not found

GMOS means Rapat Umum Pemegang Saham or General Meeting of Shareholders as defined in page 24

GR.20/2010 means Government Regulation No. 20 Year 2010 concerning Transportation in Waters

GR.27/2012 means Government Regulation No. 27 Year 2012 concerning Environmental License

GR.51/2002 means Government Regulation No. 51 Year 2002 concerning Ships

GR.61/2009 means Government Regulation No. 61 Year 2009 concerning Harbor Affairs

[*]

KTP means Kartu Tanda Penduduk or Identity Card

Law No. 03/1982 means Law No. 03 Year 1982 concerning Company

21

Registration Obligation

Law No. 13/2003 means Law No. 13 Year 2003 concerning Employment

Law No. 32/2009 means Law No. 32 Year 2009 concerning Environment Protection and Management

MOLHR Ministry / Minister of Law and Human Rights Republic of Indonesia which shall refer also to the predecessors of the ministry of law and Human Rights

NPWP means Nomor Pokok Wajib Pajak or Tax File Number as defined in page 44

NPWP Cabang means Nomor Pokok Wajib Pajak Cabang or Branch’s Tax File Number as defined in page Error: Reference source notfound

PM. 37/2007 means Minister of Trade Regulation No. 37/M-DAG/PER/9/2007 Year 2007 concerning Implementation of Company’s Registration

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

PM.30/2012 means Regulation of Minister of Marine and Fishery No. PER.30/MEN/2012 concerning Fishing Business in Fishery Management Areas of the Republic of Indonesia (Usaha Perikanan Tangkap di Wilayah Pengelolaan Perikanan Negara Republik Indonesia)

Report means this legal due diligence report, as defined in page 1

SIUP means Surat Ijin Usaha Perdagangan or Business License as defined in page 48

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

SKDP Cabang means Surat Keterangan Domisili Perusahaan Cabang or Branch’s Letter of Domicile as defined in page Error:Reference source not found

SKT means Surat Keterangan Terdaftar or Taxation Registration

SPPT PBB means Notification on Tax Due of Land and Building Tax (Surat Pemberitahuan Pajak Terhutang Pajak Bumi dan Bangunan)

TDP means Tanda Daftar Perusahaan or Certificate of Company Registration as defined in page 45

22

TDP Cabang means Tanda Daftar Perusahaan Cabang or Certificate of Branch’s Company Registration as required in Article 11 paragraph (1) point (d) Law No. 3 of 1982 regarding Company Registration (Wajib Daftar Perusahaan)

UKL means Upaya Pengelolaan Lingkungan or Environmental Management Attempt as defined in page 52

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

23

2. CORPORATE STRUCTURE

PT DUS is n Indonesian Foreign Capital Investment Company (PMA) and all of the shares in its share capital are held and owned by foreign legal entity and Indonesia legal entities [or Indonesian individual]. [*] is an Indonesian limited company and all of the shares in its share capital are held and owned by Indonesia legal entities.

2.1 Legal Background

(1) Company Formation

The following is a summary of steps required under Company Law and by the MOLHR for the incorporation of a company in Indonesia. It is noteworthy that the actions were also common under the predecessors of the Company Law.

A company obtained its status as legal person under the Company Law once its deed of incorporation is approved by the MOLHR.

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Summary of Action Required

Execute Deed of Incorporation containing Articles of Association of the company before a Notary.

Submit Deed of Incorporation to MOLHR for approval, attaching Letter of Domicile, Tax File Number and evidence of payment of paid up capital.

Register the company at Company Register maintained by Company Registrar and obtain Certificate of Company Registration (Tanda Daftar Perusahaan).

Announce the Deed of Establishment of the company in the Supplement to the State Gazette (Tambahan Berita Negara).

All actions done by its founders on behalf of a company prior to its establishment shall bind the Company upon the Company obtaining its legal person status if such actions are accepted or taken over by the first General Meeting of Shareholders (the “GMOS”). The GMOS must be convened within 60 days after the company obtaining its legal person status, attended by all shareholders of [*]. The resolution passed in this GMOS has to be voted for by all shareholders of [*]. Failing this, the founders who entered into the contract shall be personally, jointly and severally liable for the performed actions and all their consequences.

All actions done by all members of board of directors, board of commissioners and founders of a company on behalf of the company after the company is established but prior to the company obtaining its legal status shall automatically bind the company upon the company obtaining its legal person status.

(2) Replacement or Appointment of Board Members; Share Transfers; and Amendment of Articles

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

(i) in the case of a share transfer or share issue, a report must be submitted to MOLHR;

(ii) in the case of an increase in authorized capital, the increase must be approved by MOLHR;

(iii) in the case of an increase in subscribed and paid up capital within the authorized capital threshold, a report must be submitted to MOLHR;

(iv) the share transfer, share issue or increase in capital must be reported to Department of Trade (“DT”); and

(v) in the case of amendment to the articles of association, the amendment must be published in the State Gazette.

In the case of share transfers, the transferor and transferee will sign Deeds of Transfer (Akta Pemindahan Hak) either under hand or before a Notary.

(3) Company Officers

The Company Law, following the Dutch Civil Law tradition, adopts a two-tier management structure, comprising:

(i) a Board of Directors (Direksi); and

(ii) a Board of Commissioners (Komisaris).

Under the two-tier management structure, the basic function of directors is to manage and represent the company. The role of commissioners is to supervise and advise the directors. A limited analogy may be made between the roles of:

25

(i) Direksi and common law executive directors; and

(ii) Komisaris and common law non-executive directors.

A company must have at least one director and one commissioner. In the event there is more than one director, one of the directors may be appointed as President Director, who generally has the authority to bind a company under agreements with third parties. In the event there is more than one commissioner, one of the commissioners can be appointed as President Commissioner.

Each time there is a change to the members of the Board of Directors or the Board of Commissioners, the following must take place:

(i) the shareholders approve the change to the members of the Board of Directors and/or Board of Commissioners, with such shareholders' resolution being restated in a Notarial deed form;

(ii) the change to the members of the Board of Directors and/or the Board of Commissioners is reported to MOLHR; and

(iii) the change to the members of the Board of Directors and/or the Board of Commissioners is reported to DT. Indonesian companies are not required to maintain a Register of Directors or Register of Commissioners. Rather, evidence of the current composition of the Board of Directors and Board of Commissioners is in the form of Shareholders' Resolutions appointing the directors and commissioners of the company, which follow steps (i) to (iii) above.

Indonesia has no reliable registry of corporate information which is available to the public. Accordingly, we are unable to independently verify the information contained in this Section One by conducting a company search, which would be standard in other jurisdictions.

(4) Articles of Association

Under the Company Law, all Indonesian companies were required to amend their Articles of Association by mid-August 2008, so as to comply with standard-form Articles of Association which have been issued by the Ministry of Law and Human Rights. Failure to amend Articles of Association could ultimately result in an "interested party" to apply for the relevant company to be wound-up. Since [*] was established after the Company Law, therefore the Articles of Association of [*] were already complied with the Company Law pursuant to Deed of Restatement of Shareholders Resolution No. 338 dated August 22, 2008.

2.2 PT DUS[*]

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

(a) Background

(i) T the Deed of Establishment of PT OLAM[*] (“Deed of Establishment”) which includes the Articles of Association of PT OLAM[*], is contained in Deed No. 32[*], made on July 19, 1996[*], before Ny. Rukmasanti Hardjasatya S.H.[*], then a Notary in Central Jakarta[*];

26

a) T the Deed of Establishment has been approved by the Minister of Justice (“MOJ”)OLHR on November 29, 1996[*] pursuant to Decree No. C2-10.700.HT.01.01.Th.96No. [*];

b) Note: c)

d) The approval of this Deed of Establishment was given together with the approval of Deed No. [*].

e) f) T the Deed of Establishment has also been

registered with the Company Registrar on June 12, 1997[*], with registration No. 095/BH 09.01/5/20018112/BH.09.05/VI/97;

g) h) The Deed of Establishment had later been

announced in the State Gazette No. 104; Supplement of State Gazette No. 7645 dated December 29, 1998.State Gazette No. [*]; Supplement of State Gazette No. [*] dated [*].

Note:

The date of Deed of Establishment stated on Minister of Justice approval is different from the original deed.

Bahwa berdasarkan catatan kami, Akta Pendirian tercantum pada Akta No. [*[ tertanggal [*] yang telah diamandemen berdasarkan Akta No. [*] tertanggal [*]. Sedangkan yang tercantum pada SK Menkumham adalah [*].

We were not provided with the documents evidencing the announcement of Deed of Establishment in the State Gazette and documents evidencing the registration of the Deed of Establishment in the Company Registrar maintained by Company Registrar Office.

(ii) up to the date of this Report, the Articles of Association in the Deed of Establishment have been amended several times pursuant to the following deeds:

a) Deed of Amendment of Article of Association No. 29[*] ("Deed No. 29/1996[*]"), made on October 16, 1996,[*] before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, [*], then a Notary in [*], concerning:

- [the approval of shareholders to accept the resignation of [*] and [*] from [*], therefore [*] shall be managed by [*] and [*]];

- T [the approval of the amendment of the article of association of PT OLAM[*] in accordance with the change of the shareholders structure] objective and purpose; quorum, voting, right, and

27

resolution; dissolution and liquidation of PT OLAM.

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

Note:

the announcement of Deed No. 29/1996[*] was stated together with the Deed of Establishment in the State Gazette No. 104; Supplement of State Gazette No. 7645 dated December 29, 1998.the State Gazette No. [*], Supplement of State Gazette No.[*] dated [*].

b) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 329 ("Deed No. 329/19996"), made on rch 2, 1999Octor 16, 196, before Ny. Rukmasanti , then a Notary in Central Jakarta, concerning:

c) - The approval of the amendment of the

article of association of PT OLAM in accordance with the change of article 3(2), 20(8), and 25(1) regarding objective and purpose; quorum, voting, right, and resolutionboard of directors; tahun bukuaccounting year; dissolution and liquidationchairmanshiphead and minutes of general meetings of shareholders of PT OLAM;

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

- The increase of PT OLAM’ issued capital from Rp 151,255,,00.,-to be Rp 698,100,000.,-.

- - stered with the Company Registrar on June 28, 1999, with registration No. 842.1/BH.09.05/VI/99MOJLHR No. [*] on [*] and [*] had been registered with the Company Registrar on [*], with registration No. [*];

Note:

Change of shareholders was implicitly stated on Deed No. 3/1999, which was the transfer of 29,935 shares from Olam Holding Limited to Olam International Limited. We were not provided with documents evidencing this transfer of shares.

28

The announcement of Deed No. 3/1999[was stated togehe State Gazette No. 74, Supplement of State Gazette No. 5727 dated September 14, 1999.

We were not provided with the documents evidencing the approval of Deed No. 3/1999, the announcement of Deed No. 3/1999 in the State Gazette, and documents evidencing the registration of the Deed No. 3/1999 in the Company Registrar maintained by Company Registrar Office.

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

- The approval of the amendment of the article of association of PT OLAM in accordance with the change of article 3(2), 20(8), and 25(1) regarding objective and purpose;

- The increase of PT OLAM’ authorized and issued capital from Rp 698,100,000.- to be Rp 930,800,000.,.

Deed No. 3429/19996 has been approved by MOJLHR No. C-9433HT.01.04.Th.99[*] on May 27, 1999[*] and Deed No. 34/1999[*] had been registered with the Company Registrar on June 28, 1999[*], with registration No. 842.1/BH.09.05/VI/99[*];

Note:

the announcement of Deed No. 34/1999 was stated together with the Deed of 3/1999 in the State Gazette No. 74[*], Supplement of te Gazette No. 5727[*] dated September 14999[*].

We were not provided with the documents evidencing the announcement of Deed No. 34/1999 in the State Gazette and documents evidencing the registration of the Deed No. 34/1999 in the Company Registrar maintained by Company Registrar Office.

e) Deed of Minutes of Extraordinary General Meetings of Shareholders Amendment of Article of Association No. 239 ("Deed No. 239/19996"), made on October 16June 25, 19996, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, concerning:

f) - The approval regarding the change of composition of Board of Directors of PT

OLAM.- ght, and resolution; dissolution and liqi

Note:

29

the announcement of Deed No. [*] was stated together with the Deed of Establishment in the State Gazette No. [*], Supplement of State Gazette No.[*] dated [*].

g) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 23 ("Deed No. 23/1999"), made on June 25, 1999, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, concerning:

- The approval of the amendment of the article of association of PT OLAM in accordance with the change of composition of Board of Directors of PT OLAM.Deed No. 23/1999 has been approved by MOJ No. [*] on [*] and [*] had been registered with the Company Registrar on [*], with registration No. [*];


h) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 12 ("Deed No. 12/1999"), made on November 12, 1999, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, concerning:

- The approval regarding the change of composition of Board of Directors of PT OLAM.

- Note:


i) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 26 ("Deed No. 26/2000"), made on April 27, 2000, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, concerning:

- The approval regarding the change of composition of Board of Directors of PT OLAM.

- Note:


j) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 12 ("Deed No. 12/2001"), made on March 14, 2001, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, concerning:

- The increase of PT OLAM’ authorized and issued capital from Rp 930,800,000.- to be Rp 1,628,900,000.,;

- The approval of the amendment of the article of association of PT OLAM regarding of directors provision and cosiion of Boactors of P .

Deed No. 12/200119as been approved by MOLHRMOJ No-01679.HT.01.04.TH.2001 [*] on Ju, 2001,[*] and Deed 12/2001[*] had been regered with the Company Registrar on January 4, 2002[*], with registrat No. 1977/RUB.09.05/X/2001[*];

Note:

the announcement of Deed No. 12/2001 was stated togthe State Gazette No. 2[*], Supplement of State Gazette No.191[*] ed January 4, 2002.[*]

30

We were not provided with the documents evidencing the announcement of Deed No. 12/2001 in the State Gazette and documents evidencing the registration of the Deed No. 12/2001 in the Company Registrar maintained by Company Registrar Office.

k) Deed of Minutes of Extraordinary General Meetings of Shareholders No. 23 ("Deed No. 23/1999"), made on June 25, 1999, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, concerning:

- The approval of the amendment of the article of association of PT OLAM in accordance with the change of composition of Board of Directors of PT OLAM.Deed No. 23/1999 has been approved by MOJ No. [*] on [*] and [*] had been registered with the Company Registrar on [*], with registration No. [*];


l) Statemen"Deed No. 18/2003"), made Ail6,00,Ny. RukmsrdjasataH.,Notary ita, concerning:The approval regarding the change of composition of Board of Directors of PT OLAM.

m) Deed of Statement of Shareholders No. 32 ("Deed No. 32/2003"), made on August 28, 2003, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, concerning:

n) T the increase of PT OLAM’ authorized and issued capital from Rp 1,628,900,000.,- to be Rp 2,559,700,000.,-.

Deed No. 32/2003 has been approved by MOLHR No. C-25587HT.01.04.TH.2003 on October 27, 2003., adhad bn No. [*];Note:the announcement of Deed No. [*] was stated together with the Deed of Establishment in the State Gazette No. [*], Supplement of State Gazette No.[*] dated [*].

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

- The approval of the amendment of the article of association of PT OLAM in accordance with Law Number 40 Year 2007 regarding limited liability company.

Deed No. 05/200819as been approved by MOLHRJ No. 2-10.718.AH.01.02.Tahun 2008 on November 29, 1996August 21, 20029/1996 had been registered with hmpanNote:

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

p) Deed of Restatement of Meeting Resolution No. 21 ("Deed No. 21/2008"), made n July

31

3September 12, 2008, before Ashtam, SH., MKn, then a Notary in Bekasi, concerning:

- The approval of the amendment of the article of association of PT OLAM Law Number 40 Yea data change of company domicile from North Jakarta to South Jakarta.

ation No. 8112/BH.09.05/VI/97;Deed No. 21/2008 has been approved by MOLHR No. AHU-76169.AH.01.02.Tahun 2008 on October 21, 2008.

Note:We were not provided with the announcementMOLHR approval of Deed No. 29/1996 21/2008was stated together with the Deed of Establishment in the State Gazette No. 104; Supplement of State Gazette No. 7645 dated December 29, 1998.

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

- The approval of the amendment of the article of association of PT OLAM nyregarding company financialaccounting year.

Deed No. 29/1996 has been approved by MOJ No. C2-10.700.HT.01.01.Th.96 on November 29, 1996 and Deed No. 29/1996 had been registered with the Company Registrar on June 12, 1997, with registration No. 8112/BH.09.05/VI/97;

We were not provided with the Deed No. 02/2015 as well a of the Deed No. 02/t thereof.the announcement of Deed No. 29/1996 was sta the Deed of Estab

Statemen"Deed No. 17/2004"), made Ail6Deme043, befrukmasanirdj.H., thery in Ceta, concernThe approval regarding the change of composition of Board of Directors of PT OLAM.

Deed of Statement of Shareholders No. 1 ("Deed No. 1/2005"), made on November 14, 2005, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, concerning:

The approval regarding the change of composition of Board of Directors of PT OLAM.Deed No. 1/2005 has been notified to MOLHR as evidenced by the letter of notification of data changes No. has been notified by MOLHR No. C-UM.02.01.18276 on December 15, 2005, and [*] had been registered with the Company Registrar on [*], with registration No. [*];

32

The approval regarding the change of composition of Board of Directors of PT OLAM.Deed No. 1/2006 has been notified to MOLHR as evidenced by the letter of notification of data changes Nohas been notified by MOLHR No. C-UM.02.01.604 on January 13, 2006, and [*] had been registered with the Company Registrar on [*], with registration No. [*];

The approval regarding the change of composition of Board of Directors of PT OLAM.Deed No. 04/2008 has been notified to MOLHR as evidenced by the letter of notification of data changes has been notified by MOLHR No. AHU-AH.01.10.18640 on July 25, 2008, and [*] had been registered with the Company Registrar on [*], with registration No. [*];

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

- The approval of the amendment of the article of association of PT OLAM in accordance with transfer of 235 shares.

Deed No. 16/2005 has been approved by MOLHR No. AHU-AH.01.03-0931651 on May 12, 2015.

Note:

the date of Deed No. 16/2005 stated on MOLHR approval is different from the original deed.

Deed of Restatement of Meeting Resolution No. [*] (“Deed No. [*]”), made on [*] before [*], then a Notary in [*], concerning:

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

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

]

Deed No. [*] has been approved by MOLHR No. [*] dated [*] and Deed No. [*] has been registered with the Company Registrar on [*], with registration No. [*];

Deed No. [*] has also been announced in the State Gazette No. [*]; Supplement of State Gazette No. [*] dated [*].

(b) Corporate Structure

33

The main features of PT OLAM[*] as set out in the documents referred to in section 2.2 (1) above may be summarized as follows.

(i) Status of Incorporation

PT OLAM [[*] became a separate legal entity on the receipt of MOLHR approval on November 29, 1996[*]].

(ii) Authorized and Issued Capital

Pursuant to the Deed No. 32/2003[*], PT OLAM[*]’s authorized capital is Rp 2,559,700,000[*].- divided into 110,000[*] shares, and the paid-up and issued capital of PT OLAM[*] is Rp [*]2,559,700,000.-.- divided into 110,000[*] shares, each with a nominal value of Rp 23,270[*].-.

All companies incorporated in lndonesia must denominate their shares in Indonesian Rupiah in the Articles of Association.

Kurs yang digunakan dalam Olam adalah USD1 sama dengan [Rp]

(iii) Shareholders

a) Pursuant to the Deed of Establishment, the shareholding structure of PT OLAM[*] was as follows:

Shareholders Shares Amount (Rp) %Olam Holding Ltd 6,435 149,742,450.- 99

Sunny G Verghese

65 1,512,550.- 1

b) Pursuant to the Deed No. 3/1999[*], the shareholding structure of PT OLAM[*] is as follows:

Shareholders Shares Amount (Rp) %

Olam International Ltd

29,935 696,587,450.- 99.78

Sunny G Verghese

65 1,512,550.- 0.22

Minta dokumen AJB atau dokumen lainnya yang menunjukan pengalihan saham dari Olah H ke Olam L

c) Pursuant to the Deed No. 34/1999[*], the shareholding structure of PT OLAM[*] is as follows:

34

Shareholders Shares Amount (Rp) %Olam

International Ltd

39,935 929,287,450.- 99.84

Sunny G Verghese

65 1,512,550.- 0.16

Bukti setor disetiap peningkatan modal

d) Pursuant to the Deed No. 12/2001, the shareholding structure of PT OLAM is as follows:


International Ltd

69,935 1,627,358,450.,-

99.9

Sunny G Verghese

65 1,512,550.- 0.1

e) Pursuant to the Deed No. 32/2003, the shareholding structure of PT OLAM is as follows:


International Ltd

109,935

2,558,1587450.,-

99.94

Sunny G Verghese

65 1,512,550.- 0.06

f) Pursuant to the Deed No. 16/20151 the shareholding structure of PT OLAM is as follows:


International Ltd

109,700

2,552,719,000.,-

99.72

Sunny G Verghese

150 3,490,500.,- 0.14

Eko Purnomowidi

150 3,490,500.- 0.14

(iv) Company Officers

a) Pursuant to the Deed of Establishment, the composition of the Board of Directors and the Board of Commissioners was as follows:

Position Name

Appointment

Effective Date

Director Ashok C Hegde July 19, 1996

35

Commissioner Jagdish A Parihar July 19, 1996

b) Pursuant to the Deed No. 3/1999[*], the composition of the Board of Directors and the Board of Commissioners was changed as follows:

Position Name

Appointment

Effective Date

President Director

Ashok C Hegde March 2, 1999

Director Srinivasan V Padmanabhan

March 2, 1999

Arsh Deep S BSandeep K JainDarshan RaiyaniMunish Minocha

Anup KumarCommissioner Jagdish A

PariharMarch 2,

1999

c) Pursuant to Deed of Minutes of Extraordinary General Meetings of Shareholders No. 23 ("Deed No. 23/1999"), made on June 25, 1999, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central JakartaDeede composition of the Board of Directors and the Board of Commissioners was as follows:

Position Name

Appointment

Effective Date

President Director

Ashok C Hegde June 25, 1999

Director Sandeep S Daga June 25, 1999Sankarasubban

ParameswaranSandeep K JainDarshan RaiyaniMunish MinochaMurali V Chalam

Commissioner Jagdish A Parihar June 25, 1999

Note:

We were not provided with the MOLHR notification receipt of the Deed No. 23/1999.

d) mposition of the Board of Directors and the BatmentEffe

36

ctive Date

e) Pursuant to the Deed of Establishment, the composition of the Board of Directors and the Board of Commissioners was as follows:

tmentEffective Date

f) Pursuant to the Deed of Establishment, the composition of the Board of Directors and the Board of Commissioners was as follows:

tmentEffective Date

g) Pursuant to Deed of Minutes of Extraordinary General Meetings of Shareholders No. 12 ("Deed No. 12/1999"), made on November 12, 1999, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta,Minutes "Deed No. 23/1999"), made on June 25, 1999, before Ny. Ruksai rdsaythen a NtCentralJrtampositio of Directors Board of

Position Name

Appointment

Effective Date

President Director

Ashok C Hegde November 12, 1999

Director Sandeep S Daga November 12, 1999Sankarasubban

ParameswaranSandeep K JainDarshan Raiyani

37

Murali V ChalamAnup Kumar

Commissioner Jagdish A Parihar November 12, 1999

Note:

We were not provided with the MOLHR notification of the Deed No. 12/1999.

h) Pursuant to Deed of Minutes of Extraordinary General Meetings of Shareholders No. 26 ("Deed No. 26/2000"), made on April 27, 2000, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, Minutes "Deed No. 23/1999"), made on June 25, 1999, before Ny. Ruksai rdsaythen a NtCentralJrtampositio of Directors Board of

Position Name

Appointment

Effective Date

President Director

Rajeev Raina April 27, 2000

Director Sandeep S Daga April 27, 2000Sankarasubban

ParameswaranSandeep K JainDarshan RaiyaniMurali V Chalam

Anup KumarCommissioner Jagdish A Parihar April 27,

2000

Note:

We were not provided with the MOLHR notification of the Deed No. 26/2000.

i) Pursuant to Minutes "Deed No. 23/1999"), made on June 25, 1999, before Ny. Ruksai rdsaythen a NtCentralJrta No. 12/osition of thef Direct

Position Name

Appointment

Effective Date

President Director

Rajeev Raina March 14, 2001

Director Sankarasubban Parameswaran

March 14, 2001

Sandeep K JainDarshan RaiyaniMurali V Chalam

38

Anup KumarCommissioner Jagdish A Parihar March 14,

2001

j) Pursuant to Deed of Statement of Shareholders No. 18 ("Deed No. 18/2003"), made on April 16, 2003, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, the composition of the Board of Directors and the Board of Commissioners was as follows:

Position Name

Appointment

Effective Date

President Director

Murali V. Chalam April 16, 2003

Director Niraj M Ghai April 16, 2003Anup Kumar

Praveen SinghaviCommissioner Jagdish A Parihar April 16,

2003

Note:We were not provided with the Indonesian language version of Deed No. 18/2003 as well as notification from MOLHR regarding data change thereof.

k) Pursuant to Deed of Statement of Shareholders No. 17 ("Deed No. 17/2004"), made on December 21, 2004, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, the composition of the Board of Directors and the Board of Commissioners was as follows:

Position Name

Appointment

Effective Date

President Director

Murali V. Chalam December 21, 2004

Director Praveen Singhavi December 21, 2004Vikram Aditya

WatalAnup Kumar

Commissioner Jagdish A Parihar December 21, 2004

Note:We were not provided with the Indonesian language version of Deed No. 17/2004 as well as notification from MOJ regarding data change thereof.

39

l) Pursuant to Deed of Statement of Shareholders No. 1 ("Deed No. 1/2005"), made on November 14, 2005, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, the composition of the Board of Directors and the Board of Commissioners was as follows:

Position Name

Appointment

Effective Date

President Director

Darshan Raiyani November 14, 2005

Director Praveen Singhavi November 14, 2005Anup Kumar

Vikram Aditya Watal

Commissioner Jagdish A Parihar November 14, 2005

Deed No. 1/2005 has been notified to MOLHR as evidenced by the letter of notification of data changes No. C-UM.02.01.18276 dated December 15, 2005.

m) Pursuant to Deed of Statement of Shareholders No. 1 ("Deed No. 1/2006"), made on January 4, 2006, before Ny. Rukmasanti Hardjasatya S.H., then a Notary in Central Jakarta, neral Meetings of Shareholders No. June 25, 1999, before Ny. Rukmasadjasatythen a NtCentralJrta

Position Name

Appointment

Effective Date

President Director

Darshan B Raiyani

January 4, 2006

Director Praveen Singhavi January 4, 2006Sunil Kumar

AgarwalVikram Aditya

WatalVirender Kumar

VermaCommissioner Jagdish A Parihar January 4,

2006

Deed No. 1/2006 has been notified to MOLHR as evidenced by the letter of notification of data changes No. C-UM.02.01.604 dated January 13, 2006.

n) Pursuant to Deed of Statement of Shareholders No. 04 ("Deed No. 04/2008"), made on July 3, 2008, before Ashoya Ratam, SH., MKn, then a

40

Notary in Bekasi, . 23 ("Deed No. 23/1999"), made on June 25, 1999, before Ny. Rukmasadjasatythen a NtCentralJrta

Position Name

Appointment

Effective Date

President Director

Darshan B Raiyani

July 3, 2008

Director Ajay Badrinarayan

Shastry

July 3, 2008

Sunil Kumar Agarwal

Vikram Aditya Watal

Sumanta Kumar De

Amit VermaCommissioner Jagdish A

PariharJuly 3, 2008

Deed No. 04/2008 has been notified to MOLHR as evidenced by the letter of notification of data changes No. AHU-AH.01.10.18640 dated July 25, 2008.

o) Pursuant to Minutes "Deed No. 23/1999"), made on June 25, 1999, before Ny. Ruksai rdsaythen a NtCentralJrta No. 21/osition of thef Direct

Position Name

Appointment

Effective Date

President Director

Ajay Badrinarayan

Shastry

September 12, 2008

Director Sunil Kumar Agarwal

September 12, 2008

Sumanta Kumar De


PariharSeptember 12, 2008

p) Pursuant to the Deed No. 03/2008, the composition of the Board of Directors and the Board of Commissioners was as follows:

tmentEffective Date

41

q) Pursuant to Deed of Restatement of Meeting Resolution No. 02 ("Deed No. 02/2010"), made on June 3, 2010, before Ashoya Ratam, SH., MKn, then a Notary in Bekasi, the composition of the Board of Directors and the Board of Commissioners was as follows:

Position Name

Appointment

Effective Date

President Director

Sunil Kumar Agarwal

June 3, 2010

Director Sumanta Kumar De

June 3, 2010


PariharJune 3, 2010

Deed No. 02/2010 has been notified to MOLHR as evidenced by the letter of notification of data changes No. AHU-AH.01.10-15800 dated June 24, 2010.

r) Pursuant to Deed of Statement of Shareholders No. 19 ("Deed No. 19/2013"), made on January 254,201306,efore before Ashoya Ratam, SH., MKn, then a Notary in South JakartaNy. R composition of the Board of Directors and the Board of Commissioners was as follows:

Position Name

Appointment

Effective Date

President Director

Devashish Chaubey

January 25, 2013

Director Gopalarathanam Srinivasakumar

January 25, 2013

Sumanta Kumar De


PariharJanuary 25, 2013

Deed No. 19/2013 has been notified to MOLHR as evidenced by the letter of notification of data

42

changes No. AHU-AH.01.10-04475 C-ted JanuaryFebruary 106.

s) Pursuant to Deed of Restatement of Meeting Resolution No. 481 ("Deed No. 481/201306"),made on January4Novemr 25, 201306, hoya Ratam, SH., MKn, then Notary in South JakartaNy. Rukmasanti Hardjasatya S.H., then a Nrs and the Board of Commissioners was as follows:

Position Name

Appointment

Effective Date

President Director

Prakash Chand Jhanwer

November 25, 2013

Director Gopalarathanam Srinivasakumar

November 25, 2013

Amit VermaSaurabh Rajinder

SuriCommissioner Krishnan Sridhar November

25, 2013

Deed No. 48/20130 as been notified to MOLHR as evidenced by the letter of notification of data changes No. AHU-AH.01.10-53203 C-Ued JanuaryDecember 9106.

(c) Purposes and Objectives

Pursuant to Deed No. 05/2008[*], the purposes and objectives of PT DUS[*] are to undertake business in the field of traing (export, import, and main distributor) and industry of aultu[*],. In order to achieve the purposes and objectives as mentioned above, PT OLAM[*] shall perform its business specifically by conducting these activities:

[Agricultural activities:

Undertake the business in general fishery including the procurement of fishery equipment and materials, fish depository, fish handling, fish-processing, fish distribution and marketing.

(i) Industrial activities:

Undergo the business in general industry, including the cold storage industry and ice factory industry.

(ii) Trading activities:

Undertake the general trading business including local and inter-island importing, exporting, and acting as an agent, commission agent, supplier, wholesale distributor, dealer or distributor of any kinds of commodities, including the trade of fish products, and the procurement and dealer of

43

accessories, lubricants, fuel, water and ice.as importer and main distributor, as well as undertake export trading business of agricultural/plantation products, including activities of drying, cleansing, selection, and classification of the quality of agricultural products.

(iii) Industrial activities:

Undergo the business in food industry, in the form of gambier processing and drying of fruits and vegetables.

(iv) Services activities:

Undertake the general service business including consultation service in fishery, procurement and training of sailorman for the domestic and foreign fishing ships.

(v) Construction activities:

Undertake the construction business as contractor, supervisor of the construction of building, bridge, irrigation, electricity installation, water, gas, and telecommunication, and supplying the construction materials]

Note:

Pursuant to Principle License issued by BKPM No. 442/T/PER/PMA/2014 on Permanent Business License a (the newest), PT OLAM DUS is to undertake business in the dustry and trading the products of agricultsuch as white sugar, garlic, plantation, palm oil and its derivativeslivestock, machine, and jute bags, which is slightly dffe activities stated on Deed No. 05/2008 a

(2) Letter of Domicile, Taxpayer Registration and Tax File Numbers

(a) Requirement for Domicile Confirmation

In Indonesia, government departments will frequently require a company provide a current Letter of Domicile (Surat Keterangan Domisili or “SKDP”) when applying for new licenses or extensions to the existing licenses.

The details of DUS’[*]’s Letter of Domicile are as follows:

Date of issue : April 15, 2014 [*]Number : 187/1.824/2014 [*]Issuing authority : DKI Jakarta Government [*]Address : Gandaria Office 8 Building, Lt. 15, Unit

G & H, Jl. Sultan Iskandar Muda, Kebayoran Lama, Jakarta Selatan

Expiry Date : April 15, 2015 [*]

This Letter of Domicile was valid until January [*].has expired since April 15, 2015 We wre not provided with a letter of dimicile of OlamDUat has been extended.

(b) Taxpayer Registration, Tax File Numbers and Taxable Entrepreneur Number

All companies in Indonesia must have Taxpayer Registration (Surat Keterangan Terdaftar or “SKT”) and must have a Tax File

44

Number (Nomor Pokok Wajib Pajak or “NPWP”). The details of PT DUS[*]’s SKT and NPWP are as follows:

- Taxpayer Registration:

Type : Taxpayer RegistrationDate of issue : June 24, 2011 [*]Number : PEM-00150/WPJ.06/KP.1203/2011 [*]Business FieldClassification : Other Sugar Industry [*]Tax Liabilities : Value Added Tax (PPN) [*]

‘ Note :

We were not provided with the Sugar Factory Taxpayer Registration, and the newest Taxpayer Registration..

- Tax File Number (DUS) :

Type : [*] Date of issue : September 30, 2003 [*]Number : 02.062.239.5-073.000[*]Issuing authority : Directorate General of Taxation of

Minister of Finance

- Tax File Number (Factory):

Date of Issue : December 8, 2004 Number : 02.062.239.5-522.001 Issuing authority :Directorate General of Taxation of

Minister of Finance [*]

All companies in Indonesia with Value Added Tax obligations must have a Taxable Entrepreneur Number (Pengusaha Kena Pajak).

- Taxable Entrepreneur Number:

Name : PT Dharmapala Usaha Sukses (DUS) [*]Number : [PEM-00151/WPJ.06/KP.1203/2011 *]Business Field Classification : Other Sugar Industry [*]Tax Liabilities : Value Added Tax (PPN)

(3) Certificate of Company Registration

We have examined the following Certificate of Company Registration (Tanda Daftar Perusahaan or “TDP”) of PT DUS[*]:

Effective Date : , 2014Januay2008 February 01, 2010Number : 09.03,1.10.60177 09.01.1.51.07276Main Business Activity : Fishery commodities

wholesaleSugar Industry Expiry Date : , 2017Jua5, 2018 July 07, 2014

(4) Register of Shareholder

45

The Company Law requires the Board of Directors to maintain a Register of Shareholders (Daftar Pemegang Saham), setting out, amongst other things:

(i) the name and address of the shareholders;

(ii) the amount, number and date of acquisition of the shares owned by the shareholders and, if more than one class of shares is issued, each class of shares issued;

(iii) the name and the address of any individual or legal body which holds rights under a pledge of the shares and the date of obtaining such rights of pledge; and

(iv) information with respect to shares paid in a form other than cash.

The Register of the Shareholders comprises evidence of:

(i) ownership of shares in the company; and

(ii) whether any security has been granted over the shares.

Note:

We were not provided with the Register of Shareholder of [*].

(5) Special Register

The Company Law requires the Board of Directors to maintain a ”Special Register" (Daftar Khusus) containing information on the shareholdings of the members of the Board of Directors and Board of Commissioners and their families in both the company and any other companies (this disclosure requirement is aimed at preventing conflict of interest).

Note:

We were not provided with Special Register of [*].

3. GOVERNMENT LICENCES AND FILINGS

3.1 Regulatory Regime for Fishery Trading and Industry Companies

The key government authorities in relation to Indonesian companies engaged in the business of fishery trading below.

(1) Ministry of Law and Human Rights

MOLHR has authority in relation to matters concerning the establishment of companies and other corporate issues, including amendments to the Articles of Association. Please refer to Section One above.

(2) DepartmentDepartment of Trade

The DepartmentDepartment has authority for registration of all companies and trading matters of general Indonesian companies. Please refer to Section One above.

46

(3) Ministry of Marine and FisheryIndustry

The Ministry has several governmental authorities in the area of marine and fisheryindustry and in particular, to issue the licenses for fishing textile (jute bags) industry and its related businesses.

3.2 Business Licenses

(1) Forms of Company

Indonesian law recognizes:

(a) General Indonesian Companies (Perseroan Terbatas Biasa), which are:

(i) 100% Indonesian-owned;

(ii) not able to take advantage of any taxation facilities offered by BKPM;

(b) Domestic Capital Investment Companies (Penanaman Modal Dalam Negeri ), which are:

(i) 100% Indonesian-owned;

(ii) able to take advantage of taxation facilities offered by BKPM; and

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

(c) Foreign Capital Investment Companies (Penanaman Modal Asing), which:

(i) have a percentage of or total foreign share ownership;

(ii) are able to take advantage of taxation facilities; and

(iii) are subject to the MOLHR and BKPM company regulatory regimes.

All forms of companies are:

(a) subject to the MOLHR company regulatory regime; and

(b) required to obtain a Business License (Surat ljin Usaha Perdagangan or "SIUP”) from DT;

PT DUS[*] classified as a PMA Company and therefore subject to both the MOLHR and BKPM company regulatory regimes. The effect of this is, as distinct from General Indonesia Companies, PT DUS OLAM[*]

(a) May take advantage of taxation facilities offered to PMDN and PMA Companies (this relates mainly to exemptions from duties on import of equipment, referred to as "Master List" equipment); and

(b) Must submit a report on its business activities to BKPM every six months (Laporan Kegiatan Penanaman Modal or "LKPM").

47

Note:

[*] is classified as a General Indonesian Company and therefore subject to the MOLHR company regulatory regimes and not qualified to take advantage of any taxation facilities offered by BKPM.

(2) PT DUS[*]’ Business License

Permanent Trading Business License ( Surat l z in Usaha Tetap Perdagangan )

The details of PT DUS[*]’s Business License are as follows:

Date of issue : January 6, 1997[*]Valid until : October 2026 [*]Number : 01/T/PERDAGANGAN/1997[*] Content : export trade services[*].

Note:

This Permanent Trading Business License issued by BKPM is equivalent to SIUP, therefore PT OLAM is not obligated to obtain SIUP.

3.3 PT DUS [*] M License

We have reviewed copies of the following BKPM licenses and related approvals in respect of PT DUS[*]:

(1) Principle License of Foreign Investment

Authority : BKPMNumber : 1145/1/IP/PMA/2014 Date of Issue : April 14, 20145Content : Foreign Investment Principle License regarding Deed

16/2015[*] ofer of shares

Number : 285/1/IP-PL/PMA/2014Content : Expansion of Foreign Investment Principle

License

(2) Business License of Foreign Investment

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

(b) Authority : BKPMNumber : 583/T/PERDAGANGAN/1999Date of Issue : 22 October 1999Expiration date : April 2029Content : expansion of import, export, distribution trade

service

(a) Authority : BKPMNumber : 442/T/PERDAGANGAN/2005

48

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

(b) Authority : BKPMNumber : 987/T/INDUSTRI/2006Date of Issue : 22 December 2006Expiration date : August 2036Content : expansion of food industry of gambir processing

in PadangNote:This BKPM approval No. 987/T/INDUSTRI/2006 has been revoked by BKPM Decree No. 67/C/VII/PMA/2009 regarding revocation of business license of PT OLAM Branch Padang dated 27 May 2009.

(3) Approval Letter of Foreign Investment

(a) Authority : BKPMNumber : 144/1/IU/III/PMA/PERDAGANGAN/2011Date of Issue : 15 July 2011Content : notification for change of head office domicile and

the project location of PT OLAM

(b) Authority : BKPMNumber : 288/III/PMA/1999Date of Issue : 22 March 1999Content : change of project location, field of business, and

investment plan of PT OLAM on BKPM Approval No. 968/III/PMA/1996 dated 14 November 1996

(c) Authority : BKPMNumber : 163/III/PMA/1999Date of Issue : 22 February 1999Content : change of shareholders

(d) Authority : BKPMNumber : 842/III/PMA/1998Date of Issue : 29 June 1998Content : change of BKPM Approval No. 460/III/PMA/1996

dated 4 July 1996 on expansion of project location and increase of investment

Note:We were not provided with BKPM Approval No. 460/III/PMA/1996 dated 4 July 1996.

(e) Authority : BKPMNumber : 968/III/PMA/1996Date of Issue : 14 November 1996Content : change on BKPM Acknowledgment No.

468/I/PMA/1996 dated 14 June 1996

(f) Authority : BKPMNumber : 468/I/PMA/1996Date of Issue : 14 June 1996Content : Acknowledgment of President Approval for PT

OLAM’s investment facilitiesNote:

49

In accordance with President Approval No. B-374/Pres/5/1996 dated 20 May 1996.

(4) Business Activities Report

[list of LKPM from time to time]3.4 PT OLAM’s Licenses and Approvals Issued by Directorate General of

Pharmaceutical and Health Equipment epartment of Trade[*]

(1) Legal Background

[*]

(2) Distributor of Medical Equipment License

[*] holds the Distributor of Medical Equipment License with the following details:

Company : [*]Address : [*]Number : [*] Issue date : [*]. Activities : [*]

Pursuant to article 13(1) PM.30/2012, IUP is valid as long as the company performs fishery business activities.

Utilization of Nuclear Energy License

[*]

Other Documents Relating to the Business Activities

[*]

3.5 OtherImport / Export Activities Licenses


According to Article 2 of Minister of Trade Regulation No. 45/M-DAG/PER/9/2009 entitled Importer Identification Number (API) as amended by Minister of Trade Regulation No. 20/M-DAG/PER/7/2011(“API Regulation”), imports can only be done by importers who have API. PT DBMS as a company who perform its business with import activities therefore shall hold API license.

Regulation regarding API provision is regulated on Minister of Trade Regulation No. 27/M-DAG/PER/5/2012 entitled Provisions of Importer Identification Number as amended by Minister of Trade Regulation No. 84/M-DAG/PER/12/2012.

Furthermore, importer who performs import activities on particular goods as specified by Director General of Foreign Trade, Ministry of Trade, must hold Special Importer Identity Number as stipulated on Minister of Trade No. 141/MPP/Kep/3/2002 entitled Special Importer Identity Number (NPIK) as amended by Minister of Trade Regulation No. 07/M‐DAG/PER/3/2008 (“NPIK Regulation”).

50

In addition, Minister of Finance Regulation No. 63/PMK.04/2011 entitled Customs Registration has clearly stipulated that to be able to fulfill customs obligations, PT DUS as an importer and exporter (user) is obliged to perform Registration Customs Services to the Directorate General of Customs and Excise resulting to the issuance of Customs Identity Number.

(2) PT DUS Import/Export Activities Licenses

PT DUS holds Licenses in relation to Import / Export as follows:

(a) Producer Importer Identification Number (Angka Pengenal Importir - UmumPron or “API-PU”)

The details of PT DUS’s API-PU ar as follows:

Name : PT Dharmapala UsaDate of issue : 10 September 2012Number : 090500712-B Issuing authority : BKPM, Ministry of TradeBAG XI [HS NO. 5 : Sugar Industry

(b) Special Importer Identity Number (Nomor Pengenal Importir Khusus or “NPIK”)

The details of PT DUS’s NPIK are as follows:

(i) NPIK for sugar

Name : PT DUS Date of issue : February 13, 2015 Number : 2.09.0971.04.00408 Expiry date : February 12, 2020 Issuing authority: Minister of Trade

(ii) s and its components

Name : PT DUS Date of issue : May 7, 2014 Number : 2.09.05.07.95704 Expiry date : May 6, 2019 Issuing authority: Minister of Trade

Name : PT Olam IndonesiaDUSNumber : 1.09.05.05.04169

(c) Customs Identity Number (Nomor Identitas Kepabeanan or “NIK”)

The details of PT DUS’s NPIK are as follows:

Name : PT DUS Date of issue : October 11, 2012Number : 01.011339 Issuing authority : Directorate General of Customs and

Excise, Minister of Finance51

PT OLAM[*] holds other relevant licenses as follows:

(a) Temporary Coffee Exporter (Eksportir Kopi Sementara or “EKS”)

Name : PT Olam IndonesiaDate of issue : 1 August 2013Number : 44/DAGLU/EKS/8/2013Type of goods : jute bagsIssuing authority : Directorate General of Foreign Trade,

Minister of Trade

(b) Registered Importer (Importir Terdaftar or “IT”)

Name : PT Olam IndonesiaDate of issue : 2 November 2012Number : 02.09.2195Expiration date : 15 January 2015Type of goods : ready-made garments (jute bags)Issuing authority : Directorate General of Foreign Trade,

Minister of Trade

(c) Exemption from obligations of labeling in Indonesian language (Surat Pembebasan Kewajiban Pencantuman Label Dalam Bahasa Indonesia or “SPKPLBI”)

Name : PT Olam IndonesiaDate of issue : 9 October 2014Number : 0783/UPP/SPKPLBI/10/2014Type of goods : jute bagsIssuing authority : Directorate General of Standardization

and Consumer Protection, Minister of Trade

3.6 Environment Licenses

(1) Background

In conformity with Law No. 32 Year 2009 (“Law No. 32/2009”) concerning Environment Protection and Management and the new Government Regulation No. 27 Year 2012 on Environmental License (“GR.27/2012”) which is effective as of February 23, 2012, in performing its business activities, [*] shall obtain Approval of Environmental Management Attempt (Upaya Pengelolaan Lingkungan or “UKL”) and Environmental Supervision Attempt (Upaya Pemantauan Lingkungan or “UPL”) and Environmental License (Izin Lingkungan) at the project site approved by the local authority. However, it is also stated in the GR 27/2012 that every environmental document approved prior to the enactment of the regulation remains valid and shall serve as Environmental License.

(2) Environmental Management Attempt (Upaya Pengelolaan Lingkungan) and Environmental Supervision Attempt (Upaya Pemantauan Lingkungan)

Note:

We were not provided with any UKL-UPL License or Environmental License documents of PT DUS[*].

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Under the provision of Article 109 of Law No. 32/2009, any person who performs business activities without having an Environmental License, shall be punished by 1 (one) year up to 3 (three) years custody and by a fine with nominal value of Rp1, 000,000,000,- (one billion Rupiah) up to Rp3,000,000,000,- (three billion Rupiah).

4. AGREEMENTS

[*]

5. ASSETS, LIABILITIES AND LABORS

5.1 Assets

(1) Land

(a) Background

Indonesian law distinguishes between:

(i) land which is unregistered (Adat), the boundaries and ownership of which are often difficult to determine; and

(ii) land which is registered at the Land Office with jurisdiction over the land.

(iii) Right of Ownership

A Right of Ownership is similar to the "freehold” concept of title under the common law system and is considered to be the "strongest" form of ownership under Indonesian law. A Right of Ownership may be held by Indonesian nationals only.

(iv) Right of Exploitation

A Right of Exploitation gives a right to exploit the land. The grant is usually for an initial period of 60 years and may be renewed for a further period of 35 years. A Right of Exploitation may be held by Indonesian citizens or Indonesian companies engaged agriculture, fishery or cattle breading.

(v) Right to Build

A Right of Building gives a right to construct and own buildings on land. Tile is usually granted for an initial period of 50 years and may be renewed for a further period of 30 years.

(vi) Right of Use

A Right of Use gives a right to use land owned by another party for the purpose described in the relevant grant.

(vii) Right of Lease

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A Right of Lease confers a right upon the lessee to utilize the land owned by another party by paying compensation.

(b) Right to Build

[*] has a Right to Build over a piece of land, with the following details:

Rights to Build Certificate : [*]Issuance Date : Valid Until :Land Measure :Survey Certificate No./Date

:

Land Location :Issuer :

5.2 Labors


Law No 13 Year 2003 concerning Employment (“Law No.13/2003”) defines 2 (two) kinds of employment contract which are:

(a) Employment contract for specified time.

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

(b) Employment contract for unspecified time.

An employment contract for an unspecified time may require a probation period for no longer than 3 (three) months. During the probation period the entrepreneur is prohibited from paying wages less than the applicable minimum wage.

Note:

We were not provided with any employment contract or agreement of [*].

(1) List of Employee

We have received a list of employees of [*] in Maumere and Larantuka, according to list of employees of [*] in Maumere, name of the employees are listed as follows:

I. LIST OF EMPLOYEES IN MAUMERE

Division No. Name Division No. Name

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Branch Manager 1. Field Division 1.2.

Human Resources

1. 3.

4.Finance 1. 5.

2.3. Workshop

Division1.

4. 2.3.

Production Head 1. 4.5.

Quality Control 1.2. Cold Storage

Division1.

3. 2.4. 3.

4.Processing 1.

2. Logistic and Legal Division

1.

3. 2.4.5. Compression

Division1.

6. 2.7. 3.8. 4.9. 5.10.11. Driver 1.12. 2.13. 3.14. 4.15. 5.16. 6.17. 7.18.19. Security 1.20. 2.21. 3.22. 4.23. 5.24.25. Canteen and

Dormitory1.

(2) Licenses

We have received several employment licenses of PT OLAM as follows:

(a) Provident Fund Participation Certificate (Sertifikat Kepersertaan Jamsostek or “Jamsostek”)

The details of PT OLAM’s Jamsostek are as follows:

Name : PT Olam IndonesiaDate of issue : 30 March 2000Number : 96LJO006Issuing authority : PT Jamsostek

Note:

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We were not provided with any mandatory documents in employment such as Manpower Report Obligation (Wajib Lapor Tenaga Kerja/WLTK), Provident Fund Participation Certificate (Sertifikat Kepersertaan Jamsostek), and evidence of the provident fund program payment (Bukti Pembayaran Jamsostek), Utlization Plan of Foreign Eemployment (Rencana Penggunaan Tenaga Kerja Asing/RPTKA), and Employing Permits of Foreign Workers (Izin Mempekerjakan Tenaga Kerja Asing/IMTA)..

Sanctions:

(i) Manpower Report Obligation ( Wajib Lapor Tenaga Kerja/WLTK ) :

Under the provision of Article 10 of Law No. 07 Year 1981 concerning Manpower Report Obligation, any negligence by a person or a management of the company to fulfill the mandatory manpower report obligation to the Manpower Minister, shall be punished by for not more than 3 (three) months custody or by a fine of not more than Rp1.000.000,- (one million and five hundred thousand Rupiah).

(ii) Participation of Provident Fund Program ( Kepesertaan Jamsostek ) :

Under the provision of Article 4 paragraph (1) and (2) jo. Article 17 Law No. 3 Year 1992 concerning Provident Fund Program, any negligence by a person or a management of the company to participate all of his/her/its employees to provident fund program, shall be punished by for not more than 6 (six) months custody or by affine of not more than Rp50,000,000,- (fifty million Rupiah).

(iii) Employing Permits of Foreign Workers (Izin Mempekerjakan Tenaga Kerja AsingRencana Penggunaan Tenaga Kerja Asing/IM

Under the provision of Article 42 paragraph (1) of Law No. 13 Year 2003 concerning Labour, every employer who employs foreign worker (Tenaga Kerja Asing or “TKA”) must have written permission from the Minister or a designated official (IMTA). Furthermore according to Article 6 jo. Article 30 of Regulation of the Minister of Manpower and Transmigration No. 12 Year 2013 concerning Procedures for Use of Foreign Workers, approval of RPTKA is required in order to obtain such license (IMTA). Any negligence by a person or a management of the company to fulfill the IMTA obligation, shall be punished by revocation/refusal of working permit of the foreign workers thereof.

6. LITIGATION AND DISPUTES

This Section is based upon inquiries made to: the District Court of North Jakarta, the National Arbitration Council of Indonesia, the Industrial Relation Court of Jakarta, the Administrative Court of Jakarta, the Commercial Court of Central Jakarta, Tax Court, the District Court of Maumere, the District Court of Larantuka, the Industrial Relation Court of Kupang, and the Administrative Court of Kupang, which are the courts having jurisdictions over [*].

Search Result for [*]:

Appendix 1: Statement Letters : contains the Statement Letters which we have received as at the date of this Report which indicates that [*] has never registered as a party to:

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A. any civil or criminal proceedings in the District Court of [*] Jakarta since [*] up to [*] pursuant to Statement Letter No. [*] issued by the Registrar of District Court of [*] Jakarta on [*];

B. any arbitration proceedings in the National Arbitration Council of Indonesia since [*] up to [*] pursuant to Statement Letter No.[*] issued by the Board of Management of National Arbitration Council of Indonesia on [*];

C. any administrative proceedings in the Administrative Court of Jakarta since [*] up to [*] pursuant to Statement Letter No. [*] issued by the Registrar of Administrative Court of Jakarta on January [*];

D. any tax proceedings in the Tax Court up to [*] pursuant to Statement Letter No. [*] issued by the Tax Court Secretary on [*];

E. any industrial dispute proceedings in the Industrial Relations Court in District Court of Central Jakarta since [*] up to [*], pursuant to Statement Letter No. [*] issued by the Registrar of Industrial Relations Court in the District Court of Central Jakarta on [*];

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

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CONCLUSIONS AND RECOMMENDATIONS

1. Corporate Documents

2. Licensing

3. Assets and Liabilities

4. Labors

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Attachment 1: List of Documents Received

List of documents of PT KARYACIPTA BUANASENTOSADharmapala Usaha Sukses

NO. Name of Documents1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28.29.30.31.32.33.34.35.36.37.38.39.40.41.42.43.44.45.46.47.48.49.50.

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51.52.53.

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Appendix 1: Statement Letters

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LDD PT OLAM

Documents

Transcript of LDD PT OLAM