PT BERLIAN LAJU TANKER Tbk Line of Business: Cargo Shipping Business Domiciled in Jakarta, Indonesia

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1 UNOFFICIAL TRANSLATION Extraordinary General Meeting of Shareholders: 30 June 2009 Distribution of Rights 14 July 2009 Effective Date 30 June 2009 Listing Date for Rights on the Indonesia Stock Exchange 15 July 2009 Last Trading Date with Rights (Cum Date): Trading Period for the Rights 15 July August 2009 Regular and Negotiated Market 7 July 2009 Period for Exercise of Rights 15 July August 2009 Last Date for Payment of Additional Share Cash Market 13 July 2009 Subscription 6 August 2009 First Trading Date without Rights (Ex Date): Allotment Date 7 August 2009 Regular and Negotiated Market 9 July 2009 Period for Electronic Distribution of Shares from Cash Market 14 July 2009 Exercised Rights 17 July August 2009 Recording Date of the Register of Shareholders for Refund Date for Payment of Additional Share 13 July 2009 Entitlement of Rights (Record Date) Subscription 10 August 2009 BAPEPAM HAS NOT APPROVED NOR DISAPPROVED THESE SECURITIES, NOR HAS IT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, AND ANY CONTRADICTING REPRESENTATION THERETO IS ILLEGAL. PT BERLIAN LAJU TANKER Tbk. (HEREINAFTER REFERRED TO AS AS THE COMPANY ) IS FULLY RESPONSIBLE FOR THE ACCURACY OF ALL INFORMATION, DATA OR REPORTS AND THE OBJECTIVITY OF OPINIONS INCLUDED IN THIS PROSPECTUS. PT BERLIAN LAJU TANKER Tbk Line of Business: Cargo Shipping Business Domiciled in Jakarta, Indonesia Dumai Branch Office: Head Office: Merak Branch Office: Graha Berlian Dumai Floor 3 Wisma BSG, Floor 10 Jl. Pulorida No.18, Desa Tamansari Jl. Yos Sudarso No. 159, Dumai, Riau Jl. Abdul Muis No. 40, Jakarta Merak, Banten Telephone: (62-765) Telephone: (62-21) Telephone: (62-254) , Fax. (62-765) Fax. (62-21) , Fax. (62-254) bltdumai@blt.co.id investor@blt.co.id Homepage: bltmrk@blt.co.id LIMITED PUBLIC OFFERING IV TO THE SHAREHOLDERS OF THE COMPANY IN RELATION TO RIGHTS ISSUE A total of 1,392,310,059 (one billion three hundred and ninety two million three hundred and ten thousand and fifty nine) ordinary shares with nominal value of Rp 62.5 (sixty two point five Rupiah) per share, offered at exercise price of Rp 425 (four hundred and twenty five Rupiah) per share, representing a total amount of Rp 591,731,775,075 (five hundred and ninety one billion seven hundred and thirty one million seven hundred and seventy five thousand and seventy five Rupiah) which shall be issued from the Company s share portfolio and listed on the Indonesia Stock Exchange and the Singapore Exchange Securities Trading Limited. Any shareholder who owns 3 (three) ordinary shares, whose name is recorded in the Register of Shareholders on 13 July 2009 at Western Indonesia Time is entitled to 1 (one) Right to purchase 1 (one) ordinary share which is offered at an offering price of Rp (four hundred and twenty five Rupiah) per share which must be paid in full at the time of subscribing the exercise of the Rights. The shares from the exercised Rights offered through this Limited Public Offering IV are entirely issued from the Company s share Portfolio and shall be listed on the Indonesia Stock Exchange and the Singapore Exchange Securities Trading Limited. If the shares offered in the Limited Public Offering IV are not entirely subscribed or purchased by the Rights holders, then the remaining unsold shares shall be allocated to the other Rights holders, who have applied to purchase additional shares exceeding their rights, proportionately based on the rights exercised. PT Tunggaladhi Baskara, as a majority shareholder undertake to exercise all of its rights in the Limited Public Offering IV of PT Berlian Laju Tanker Tbk. If after such allocation there are still remaining shares offered, then in accordance with the provisions of the Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk. No. 65 dated 20 May 2009 drawn up before Robert Purba S.H., Notary in Jakarta, which has been amended by the Amendment to the Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk. on 5 June 2009 which privately drawn up and duly stamped and lastly amended by the Addendum and Restatement of the Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk. No. 133 dated 22 June 2009 drawn up before Robert Purba S.H., Notary in Jakarta, the remaining ordinary shares which are not subscribed by the Company s shareholders shall be purchased entirely by PT Tunggaladhi Baskara at the same price as the price of the Limited Public Offering IV of the Company of Rp (four hundred and twenty five Rupiah) per share. The Rights are traded on the Indonesia Stock Exchange and off the stock exchange starting from 15 July 2009 up to 4 August In the event that a shareholder has Rights in the form of fractions of tradeable unit (odd-lot), the rights attached to the fractioned securities shall become the property of the Company and will be sold by the Company, with the proceeds recorded in the Company s account. THE LIMITED PUBLIC OFFERING IV BECOMES EFFECTIVE AFTER OBTAINING APPROVAL FROM THE COMPANY S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS. IN THE EVENT THAT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DOES NOT APPROVE THE RIGHTS ISSUE, THEN ALL ACTIVITIES THAT HAS BEEN CARRIED OUT BY THE COMPANY IN RELATION TO THE RIGHTS ISSUE ACCORDING TO THE SCHEDULE AS MENTIONED ABOVE SHALL BE CONSIDERED NO LONGER VALID. THE MAIN RISK FACED BY THE COMPANY IS THE RISK THAT SUBSTANTIALLY ALL REVENUES OF THE COMPANY AND ITS SUBSIDIARIES ARE DERIVED FROM THE ASIA-PACIFIC AND MIDDLE EAST REGIONS AND ADVERSE ECONOMIC CONDITIONS IN THESE MARKETS WOULD NEGATIVELY AFFECT THE BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES. IMPORTANT NOTICE Given that the total shares offered are in the amount of 1,392,310,059 (one billion three hundred and ninety two million three hundred and ten thousand and fifty nine) ordinary shares, then the existing shareholder who chooses not to exercise his rights herein shall have his ownership in the Company diluted by 25% after the exercise of the Rights. STANDBY BUYER PT TUNGGALADHI BASKARA THE COMPANY WILL NOT ISSUE COLLECTIVE SHARES CERTIFICATES FOR SHARES OFFERED UNDER THE LIMITED PUBLIC OFFERING IV. THE SHARES WILL BE DISTRIBUTED ELECTRONICALLY AND ADMINISTERED THROUGH THE COLLECTIVE CUSTODY OF PT KUSTODIAN SENTRAL EFEK INDONESIA. This Prospectus is issued in Jakarta on 30 June 2009

2 The Company has submitted a Registration Statement through letter No: 033/BLTA/V/2009 for the Limited Public Offering IV in relation to the Rights Issue (hereinafter Limited Public Offering IV ) to the Chairman of BAPEPAM-LK in Jakarta dated 22 May 2009, in accordance with the provisions as specified in Regulation No. IX.D.1. Attachment to the Decision of the Chairman of BAPEPAM No. Kep-26/PM/2003, dated 17 July 2003, juncto Kep-07/PM/2001, dated 23 March 2001 concerning Rights and Regulation No. IX.D.2 Attachment to the Decision of the Chairman of BAPEPAM No. Kep-08/PM/2000, dated 13 March 2000 concerning Guidelines on Form and Content of a Registration Statement for Rights Issue and Regulation No. IX.D.3 Attachment to the Decision of the Chairman of Bapepam LK No. KEP-09/PM/2000 dated 13 March 2000 concerning Form and Content of Prospectus in relation to Rights Issue, which rules are the implementing regulations of Law of the Republic of Indonesia No. 8/1995 dated 10 November 1995 concerning Capital Market. The Company and the Capital Market Supporting Institutions and Professionals in relation to the Limited Public Offering IV are fully responsible for the accuracy of all data, information or report as well as truthfulness of opinion contained in this Prospectus according to each of their respective duties pursuant to the applicable laws and regulations as well as the code of ethics and the standards of the respective professions. With regard to this Limited Public Offering IV, all affiliated parties are not permitted to provide any explanation and/or statement whatsoever regarding information that are not published in this Prospectus without securing written approval from the Company. If the shares offered in the Limited Public Offering IV are not entirely subscribed or purchased by the Rights Holders, then the remaining unsold shares shall be allocated to the other Rights holders who have applied to purchase additional shares exceeding their rights as specified in the List of Rights holders, proportionately based on the rights exercised. If after such allocation there are still remaining shares offered, then in accordance with the provisions of the Deed of Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk. No. 65 drawn up before Robert Purba, S.H., Notary in Jakarta, which has been amended by the Amendment to the Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk on 5 June 2009 which privately drawn up and duly stamped and lastly amended by the Deed of Addendum and Restatement of the Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk. No. 133 dated 22 June 2009 drawn up before Robert Purba S.H., Notary in Jakarta, the remaining ordinary shares which are not subscribed by the shareholders shall be purchased entirely by PT Tunggaladhi Baskara at the same price as the price of the Limited Public Offering IV of the Company of Rp (four hundred and twenty five Rupiah) per share. In the event that a shareholder has Rights in the form of fractions of tradeable unit (odd-lot), the rights attached to the fractioned securities shall become the property of the Company and will be sold by the Company, with the proceeds therefrom recorded in the Company s account. The Capital Market Supporting Institutions and Professionals who participate in this Limited Public Offering IV clearly declare their non-affiliation either directly or indirectly to the Company as defined in the Capital Market Law. Any amendments to or additional information regarding the Rights as mentioned above shall be announced no later than 2 (two) business days prior to the date of the General Meeting of Shareholders. The information, data, opinion and report contained in this Prospectus are presented and made based on the condition of the Company up to the date of issue of this Prospectus, unless clearly stated otherwise. This statement is not intended to be construed or intepreted as having a meaning that there are changes in information, data, opinion and report after the Prospectus issue date. The Company has disclosed all information which must be known by the public and that there is no additional information which has not been disclosed, the omission of which would mislead the public. This Limited Public Offering IV is not registered under the laws and/or regulations of any countries other than those applicable in the Republic of Indonesia and Singapore. Any person outside of Indonesia and Singapore who receives this Prospectus or Rights, these documents are not intended as an offering document to purchase the shares or to exercise the Rights, unless if such offer, purchase of shares, or exercise of the Rights are not in contrary to or are not violating the laws and regulations applicable in those countries. ii

3 DEFINITION AND GLOSSARY Affiliation : shall mean: a. a family relationship by marriage and descent up to the second degree, horizontally as well as vertically; b. a relationship between a Party and its employees, Directors or Commissioners; c. a relationship between 2 (two) companies with one or more common Directors or Commissioners; d. a relationship between a company and a Party which directly or indirectly, controls or is controlled by that company; e. a relationship between 2 (two) companies which are under common control of a Party; or f. a relationship between a company and its main shareholder. Subsidiary : A company in which the Company has share ownership of more than 50% or equal to 50% if the Company controls the said company. BAPEPAM : shall mean Badan Pengawas Pasar Modal or the Capital Market Supervisory Board as defined in Article 3 paragraph 1 of the Capital Market Law. BAPEPAM-LK : Badan Pengawas Pasar Modal dan Lembaga Keuangan or the Capital Market and Financial Institution Supervisory Board (formerly Badan Pengawas Pasar Modal or the Capital Market Supervisory Board or BAPEPAM). BEI : PT Bursa Efek Indonesia or the Indonesia Stock Exchange. Stock Exchange : shall mean the Stock Exchange as defined in Article 1 paragraph 4 of the Capital Market Law, in this regard operated by PT BURSA EFEK INDONESIA, domiciled in Jakarta, together with all its successors and/or substitutes, where the shares of the Company are listed. Register of Shareholders : Register of Shareholders, maintained and administered by PT Sinartama Gunita. Dirjen : Directorate General Securities : shall mean negotiable instrument as defined in Article 1 paragraph 5 of the Capital Market Law. FPPS : Shares Subscription to Purchase Form FPS : Securities Payment Form Banking Day : shall mean a day when Bank Indonesia is open for clearing activities. SGX-ST Bourse Day : shall mean a day when the Singapore Exchange Securities Trading Limited is open for trading. Day : shall mean any day in 1 (one) calendar year, including Sunday and national holiday. Business Day : shall mean Monday up to Friday, excluding national holiday determined by the Government of the Republic of Indonesia and normal working day which is determined by the Government as not a normal working day due to specific circumstances. Bourse Day : shall mean a day when the Stock Exchange is open for trading. HMETD or Rights : Hak Memesan Efek Terlebih Dahulu or pre-emptive rights. iii

4 KSEI : shall mean a limited liability company domiciled in Jakarta engaging in the business activities as a Central Depository and Settlement Institution (Lembaga Penyimpanan dan Penyelesaian) as defined in Article 1 paragraph 10 of the Capital Market Law, by administering the Rights pursuant to the Agreement of Registration of Rights at KSEI. Custodian : shall mean any party providing custody services as defined in Article 1 paragraph 8 of the Capital Market Law which includes KSEI, Securities Company and Custodian Bank. Consolidated Financial Statements : shall mean Consolidated Financial Statements of the Company and its Subsidiaries prepared in accordance with the Indonesian Generally Accepted Accounting Principles (GAAP). Public : Shareholders of the Company with shares ownership less than 5% of the total subscribed and paid up share capital of the Company. Minister of Law and Human Rights : Minister of Law and Human Rights of the Republic of Indonesia, formerly known as Minister of Justice of the Republic of Indonesia which were changed to Minister of Law and Legislation of the Republic of Indonesia and Minister of Justice and Human Rights of the Republic of Indonesia. Singapore Shareholders : shall mean Shareholders who hold a securities account at CDP to hold the shares of the Company that are listed and traded on SGX-ST Company : PT Berlian Laju Tanker Tbk. Associate Company : a company in which the Company has direct share investment with value of more than 20% but less than 50% of the total subscribed shares of such company. PMA : Penanaman Modal Asing or Foreign Capital Investment. PMDN : Penanaman Modal Dalam Negeri or Domestic Capital Investment. PN : Pengadilan Negeri or District Court. PT : Perseroan Terbatas or Limited Liability Company. PUT : Penawaran Umum Terbatas or Limited Public Offering. GMS : General Meeting of Shareholders. EGMS : Extraordinary General Meeting of Shareholders. SGX-ST : the Singapore Exchange Securities Trading Limited SKS : Surat Kolektif Saham or Collective Shares Certificate. Tbk : Terbuka, or to indicate status of Company as public and/or publicly listed company. TBN : Supplement to the State Gazette of the Republic of Indonesia. TDP : Company Compulsory Registration Certificate. UU PM or Capital Market Law : Law No. 8 of 1995 regarding Capital Market. UU PT or Company Law : Law No. 40 of 2007 regarding Limited Liability Company. iv

5 EXECUTIVE SUMMARY This executive summary contains material facts and considerations of the Company and forms as an integral part of this Prospectus and shall be read in the context of the more detailed information and the financial information as well as notes contained or referred to elsewhere in this Prospectus. All financial information of the Company is stated in Rupiah and is in accordance with the Indonesian GAAP. BRIEF HISTORY AND BUSINESS ACTIVITIES OF THE COMPANY The Company was established under the name PT Bhaita Laju Tanker pursuant to Deed No. 60 dated 12 March 1981, which were amended by Deed No. 127 dated 26 March 1982, Deed No. 10 dated 2 August 1982, Deed No. 55 dated 17 December 1984 and Deed No. 4 dated 5 September 1988, all drawn up before Raden Santoso, then Notary in Jakarta, which had obtained legalization from the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Decree No. C HT Th.89 dated 31 March 1989 and registered in the District Court of Central Jakarta respectively under No. 865/1989, 866/1989, 867/1989, 868/1989 and 869/1989 dated 28 April 1989 and announced in the State Gazette of the Republic of Indonesia No. 70 dated 1 September 1989, Supplement No. 1729/1989. Amendment to the Company s Deed of Incorporation has been disclosed and may be read in the sub-section of Brief History of the Company in the Prospectus for the Public Offering of Berlian Laju Tanker III 2007 Bonds with Fixed Interest Rate, issued in Jakarta on 28 June Since the Public Offering of Berlian Laju Tanker III 2007 Bonds, the Company s articles of association have been amended several times as follows: Deed of Amendment of the Articles of Association of PT Berlian Laju Tanker No. 17 dated 23 November 2007 drawn up before Dr. Amrul Portamuan, SH, LL.M, Notary in Jakarta, which deed was reported to the Minister of Law and Human Rights of the Republic of Indonesia on 13 December 2007 by virtue of Letter No. C-UM.HT dated 13 December 2007 and announced in the State Gazette of the Republic of Indonesia No. 31 dated 15 April 2008, Supplement to the State Gazette No. 285, and later amended by Deed of Statement of Resolution of the Annual General Meeting of Shareholders No. 30 dated 29 April 2008 drawn up before Dr. Amrul Partomuan Pohan, S.H., LL.M, Notary di Jakarta, which deed was reported to and received and registered by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Letter No. AHU-AH dated 13 May 2008 and registered in the Register of Companies on 13 May 2008 No. AHU AH and based on Statement Letter from Notary Dr. Amrul Partomuan Pohan, S.H., LL.M No. 59/II/2009 dated 24 February 2009, the deed is currently in the process to be announced in the State Gazette of the Republic of Indonesia and Supplement to the State Gazette and lastly amended by Deed of Statement of Resolution of Extraordinary General Meeting of Shareholders No. 1 dated 6 August 2008 drawn up before Dr. Amrul Partomuan Pohan, S.H., LL.M, Notary in Jakarta, which deed has been approved by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Decree of the Minister of Law and Human Rights of the Republic of Indonesia No. AHU AH Tahun 2008 dated 25 August 2008 and registered in the Register of Companies on 25 August 2008 No. AHU AH Tahun 2008 and based on Statement Letter No. 68/III/2009 dated 2 March 2009 is currently in the process to be announced in the State Gazette of the Republic of Indonesia and Supplement to the State Gazette. The Company and its Subsidiaries are a group of companies engaged in the business of maritime/marine transportation services, particularly for liquid cargo which are commonly traded in international markets, such as crude oil, fuel (oil), lubricating oil, liquid chemical substances, LPG, liquid asphalt, crude palm oil (CPO) and its derivatives, as well as molasses. The main business of the Company and its Subsidiaries is vessel charter, manning and shipping management as well as agency business for off-shore shipping companies. Up to now, the business of vessel operation and charter, which consists of time charter and spot charter, provides the largest contribution to the revenues of the Company and its Subsidiaries. Most of the vessel charter businesses are carried out by the Company and its Subsidiaries using its/their owned ships and those leased by the Company from other shipping companies. The Company is domiciled in Jakarta, with its head office located in Wisma BSG, 10 th Floor, Jl. Abdul Muis No. 40, Jakarta Currently, the Company has two branch offices in Dumai and Merak, located respectively in Jl. Yos Sudarso No. 159, Dumai 28814, dan Jl. Pulorida No. 18, Desa Tamansari, Merak v

6 Currently, the Company has direct share investment in: Company Subsidiary: Indigo Pacific Corporation (Labuan, Malaysia)* Diamond Pacific International Corp. (Labuan, Malaysia)* Asean Maritime Corporation (Labuan, Malaysia)* PT Banyu Laju Shipping (Indonesia) PT Brotojoyo Maritime (Indonesia)** Line of Business investment, vessel ownership & vessel operation investment, vessel ownership & vessel operation investment, vessel ownership & vessel operation marine transportation and vessel chartering Shipping services and marine transportation and shipping agency services Ownership Percentage (%) Date of Share Ownership December December July December January 2003 PT Buana Listya Tama (Indonesia)** PT Bayu Lestari Tanaya (Indonesia)** Associate Company: PT Berlian Limatama (Indonesia) shipping services, marine transportation and chartering of vessels and equipment related to shipping services general trading services, expedition, packaging and warehousing, management services, shipping planning and development services ship and terminal loading-unloading services, warehousing, heavy equipments and transportation services May March July 1996 *: is a Subsidiary specially established for investment purposes and currently has no employee. **: is the Company s Subsidiary that does not have or employ any staff, either land-based or offshore based and its operation is done by ship crews seconded by the Company. SUMMARY OF SIGNIFICANT FINANCIAL DATA The following significant financial data are derived from and or calculated based on the consolidated financial statements of the Company and its Subsidiaries for the years ended 31 December 2008, 2007 and 2006, which have been audited by Public Accountant Office of Osman Bing Satrio & Rekan, all with unqualified opinion. CONSOLIDATED BALANCE SHEET Description (Rp million) (Rp million) (Rp million) ASSETS Current Assets 3,541,168 3,624,617 1,972,477 Shares Investments 2, , ,238 Fixed Assets-Net 20,657,220 15,810,719 5,903,931 Other Assets 775,548 1,038, ,310 Total Assets 24,976,324 20,668,625 8,205,956 LIABILITIES AND EQUITY Current Liabilities 4,958,871 5,198,831 1,286,464 Noncurrent Liabilities 14,119,965 12,154,213 3,788,333 Equity 5,897,488 3,315,581 3,131,159 Total Liabilities and Equity 24,976,324 20,668,625 8,205,956 CONSOLIDATED STATEMENTS OF INCOME Description (Rp million) (Rp million) (Rp million) Operating Revenues 7,005,851 3,641,773 3,073,787 Expenses Direct Cost 4,762,118 2,504,681 1,951,494 Operating Expenses 351, , ,901 vi

7 Income from Operations 1,891, , ,392 Other Income (charges)-net (324,103) (129,989) 267,644 Net Income 1,557, ,982 1,205,280 Earnings per share (in full Rupiah) Basic Diluted 1 ) ) Diluted earning per share is computed taking in account the effect of potential ordinary shares dilutive against the convertible bonds and warrants LIMITED PUBLIC OFFERING IV The Board of Directors, on behalf of the Company, is conducting the Limited Public Offering IV to the shareholders in relation with the Rights Issue in the amount of 1,392,310,059 (one billion three hundred and ninety two million three hundred and ten thousand and fifty nine) ordinary shares with nominal value of Rp 62,5 (sixty two point five Rupiah) per share offered at an exercise price of Rp (four hundred and twenty five Rupiah) per share so that it amounts to a total of Rp 591,731,775,075.- (five hundred and ninety one billion seven hundred and thirty one million seven hundred seventy five thousand and seventy five Rupiah) which are issued from the Company s shares portfolio and will be listed on the Indonesia Stock Exchange and the Singapore Exchange Securities Trading Limited. Any shareholder who owns 3 (three) ordinary shares whose name is recorded in the Register of the Shareholders on 13 July 2009 at Western Indonesian Time is entitled to 1 (one) Right to purchase 1 (one) Ordinary Share which is offered at an offering price of Rp (four hundred and twenty five Rupiah) per share which must be paid in full at the time of subscribing the exercise of the Rights. Each Shareholder has equal position, rights and obligations in the Company. Assuming that all shares offered in the Limited Public Offering IV are not fully subscribed by the shareholders except PT Tunggaladhi Baskara, the capital and shareholding structure of the Company subsequent to the Limited Public Offering IV on a proforma basis is presented in the following table: Description Before Limited Public Offering IV Number of Shares Nominal Value % After Limited Public Offering IV Number of Shares Nominal Value % Authorized capital 14,676,480, ,280,000,000 14,676,480, ,280,000,000 Subscribed and Paid-up Capital PT Tunggaladhi Baskara 2,447,724, ,982,797, ,840,034, ,002,176,438 64,198 Widhihardja Tanudjaja 2,620, ,800, ,620, ,800, Siana Anggraeni Surya 62,400 3,900, ,400 3,900, Koperasi Karyawan Berlian 2,422, ,378, ,422, ,378, Public* 1,724,100, ,756,259, ,724,100, ,756,259, Sub Total 4,176,930, ,058,136, ,569,240, ,077,514, Treasury Stock 412,351,000 25,771,937, ,351,000 25,771,937, Subscribed and Paid-up Capital 4,589,281, ,830,073, ,981,591, ,849,452, ,00 Number of Shares Remaining in Portfolio 10,087,198, ,449,926,500 8,694,888, ,430,547,813 * shareholders with ownership less than 5% (five percent) respectively vii

8 Assuming that all shares offered in the Limited Public Offering IV are fully subscribed by the Shareholders, the capital and shareholding structure in the Company subsequent to the Limited Public Offering IV on a proforma basis is presented in the following table: Before Limited Public Offering IV After Limited Public Offering IV Description Number of Shares Nominal Value % Number of Shares Nominal Value % Authorized capital 14,676,480, ,280,000,000 14,676,480, ,280,000,000 Subscribed and Paid-up Capital PT Tunggaladhi Baskara 2,447,724, ,982,797, ,263,633, ,977,063, Widhihardja Tanudjaja 2,620, ,800, ,494, ,400, Siana Anggraeni Surya 62,400 3,900,000 0,001 83,200 5,200, Koperasi Karyawan Berlian 2,422, ,378, ,229, ,838, ,298,800,20 143,675,013, Public* 1,724,100, ,756,259, Sub Total 4,176,930, ,058,136, ,569,240, ,077,514, Treasury Stock 412,351,000 25,771,937, ,351,000 25,771,937, Subscribed and Paid-up Capital 4,589,281, ,830,073, ,981,591, ,849,452, Number of Shares Remaining in 10,087,198, ,449,926,500 8,694,888, ,430,547,813 Portfolio * shareholders with ownership less than 5% (five percent) respectively PT Tunggaladhi Baskara, as the main shareholder undertakes to exercise all of its rights in this Limited Public Offering IV PT Berlian Laju Tanker Tbk. USE OF PROCEEDS OBTAINED FROM THE LIMITED PUBLIC OFFERING IV The proceeds obtained from the Limited Public Offering IV, after deducting costs incurred for the issue, will be used for working capital of the Company and its Subsidiaries for fuel cost, port charges, ships maintenance fee and ships sparepart fee. STATEMENT OF DEBTS Based on the Company s consolidated financial statements which have been audited by Public Accountant Office of Osman Bing Satrio & Rekan for the year ended 31 December 2008 with an Unqualified Opinion, the Company and its Subsidiaries have total liabilities amounting to Rp19,078,836 million, comprising of current liabilities of Rp4,958,871 million and non-current liabilities of Rp14,119,965 million. viii

9 DESCRIPTION TOTAL (Rp million) CURRENT LIABILITIES Derivative financial Instruments 337,089 Short term bank loans 1,933,650 Trade accounts payable Related parties 921 Third parties 188,975 Other accounts payable 27,028 Dividends payable 5,352 Taxes payable 17,538 Accrued expenses 380,823 Unearned revenue 7,051 Current maturities of long-term liabilities Bank loans 1,086,422 Obligations under finance lease 965,271 Other long-term payable 6,470 Deferred gain on sale and leaseback transactions 2,281 Total Current Liabilities 4,958,871 NONCURRENT LIABILITIES Long-term liabilities - net of current maturities Bank loans 7,900,384 Bonds payable 893,263 Notes payable 1,445,400 Obligations under finance lease 1,701,365 Other long -term payable 135,880 Post-employment benefit obligation 31,998 Convertible bonds 396,938 Derivative financial instruments 1,589,928 Deferred gain on sale and leaseback transactions 24,809 Total Noncurrent Liabilities 14,119,965 TOTAL LIABILITIES 19,078,836 RISK FACTORS The risks faced by by the Company and the Subsidiaries are as follows: Risk that a substantial part of revenues of the Company and its Subsidiaries are derived from the Asia-Pacific and Middle East regions therefore adverse economic conditions in these markets would negatively affect the business, financial condition and performance of the Company and its Subsidiaries. Increase in fuel prices or other operating costs will have an adverse impact on profit margin. The shipping industry is highly volatile and sensitive to changes in general economic conditions, which means that global economic factors beyond the control of the Company could adversely affect the results of operations and performance of the Company. Risks relating to changes in the exchange rate of foreign currencies and loan interest rates. Fluctuations in global shipping capacity and global demand for shipping may cause freight rates to shift unpredictably, which could have a negative impact on the Company s revenue. Any delays in the delivery of new ships or the repair of existing ships will have an adverse effect on the business operations, operational performance and financial condition of the Company and its Subsidiaries. ix

10 Operating costs and capital expenses will increase as the Company s vessels age. In order to maintain its fleet, the Company needs to make unexpected capital expenditures. Shipping is business with several inherent risks, and adverse accidents involving the Company s vessels will have a negative impact on the operating result. Limited timely availability of vessels for purchase and volatile prices of vessels will affect the revenues of the Company and its Subsidiaries. Because the market value of the Company s vessels may fluctuate significantly, the Company may incur losses which could adversely affect the liquidity, earnings and financial condition of the Company. Risk of competition. Risk of contract termination. The Company is subject to extensive regulations and potentially substantial liability that could require significant expenditures and eventually adversely affect its business, results of operation, and financial condition. Regulatory risk associated in the acceleration of the phasing-out of single-hull oil tankers. Revenues are subject to seasonal variations, which may adversely affect the Company s profit. Terrosist activities in Indonesia or elsewhere would destabilize the global shipping markets, thereby adversely affecting the business activities. The Government may requisition vessels during a period of war or emergency situation without adequate compensation, thus causing revenue loss for the Company. A part of the strategic plan of the Company and its Subsidiaries is expansion into new freight sectors as well as new geographic markets where they have little or no proven experience, and such an expansion could prove to be unsuccessful. The Company and its Subsidiaries are dependent upon the services of key management personnel. The Company and its Subsidiaries may suffer an uninsured loss from a failure to maintain general insurance cover protecting against all risks or lawsuits that may potentially arise. An adverse judgement or settlement in respect of any ongoing claims against the Company and its Subsidiaries may have a material adverse effect on the financial condition and operational performance of the Company and its Subsidiaries. If all employees are unionised, the Company and its Subsidiaries may be forced to incur expenses. The Company and its Subsidiaries conduct business with companies in countries that are subject to sanctions by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury and under related legislation and international conventions (the "OFAC Rules"). Risk of natural disasters and accidents at sea. Risk of Political Instability. Risk as a Holding Company. DIVIDEND POLICY The Company s current dividend policy is described as follows: x

11 1. In determining the ratio for dividend payment for certain financial year, the Company will consider the objective to maintain and increase dividend payment to maximize the long-term shareholders value; and 2. For dividend paid in certain financial year, such dividend shall be announced at the second quarter and payable at the third quarter of the subsequent financial year. 3. In formulating the recommendation on the amount of dividend payable, the Board of Directors will take into account the following factors: a. The total value of the Company s current cash, gearing, return on equity (ROE) and retained earnings of the Company; b. The Company s expected financial performance; c. The Company s projected levels of capital expenditure for the relevant year and other investment plans; d. The level of dividends, if applicable, that the Company and its subsidiaries received; e. The dividend yield of similar companies and comparable shipping companies globally; and f. Restrictions on payment of dividends that may be imposed on the Company by certain financing arrangements. Starting from the 2009 financial year, the management of the Company will propose a cash dividend payment of 0% to 30% of after tax net profit in the coming years and the implementation thereof will take into account and consider the Company s Financial health ratio, capital sufficiency ratio, the Company s need for subsequent business expansion funding, and without prejudice to the right of the General Meeting of Shareholders of the Company to determine otherwise in accordance with the provisions of the articles of association of the Company. xi

12 xii

13 INDEX INDEX..... DEFINITION AND GLOSSARY EXECUTIVE SUMMARY... I iii v I. LIMITED PUBLIC OFFERING IV... 1 II. USE OF PROCEEDS OBTAINED FROM THE LIMITED PUBLIC OFFERING IV... 6 III. STATEMENT OF INDEBTEDNESS... 7 IV. MANAGEMENT DISCUSSION AND ANALYSIS General Factors Affecting Operational Results Overview of Revenue and Expenses Results of Operation Assets, Liability and Equity Financial Ratio Liquidity and Sources of Capital Material Divestment and Capital Expenditure Contractual Obligations and Contingent Liabilities Market Risk Seasonalities Business Prospect and Trends V. RISK FACTORS VI. SIGNIFICANT EVENTS SUBSEQUENT TO THE INDEPENDENT AUDITORS REPORT VII. INFORMATION ON THE COMPANY AND ITS SUBSIDIARIES Brief History of the Company Developments in Ownership of Shares in the Company Brief Description of Shareholders that are Legal Entities Brief Description on Subsidiaries Brief Description on Associated Companies Management and Supervision Human Resources Relationship of Ownership, Management and Supervision of the Company, Directowned Subsidiaries and Shareholders that are Legal Entities Transactions with Related Parties Third Party Commitments Information on (Litigation/Legal) Case faced by the Company VIII. BUSINESS ACTIVITIES AND PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES General Business Operations Competition Suppliers Safety, Quality and Maintenance Insurance Environmental and Pollution Properties Research Dan Development i

14 10. Intellectual Property Rights Business Prospects Application of Good Corporate Governance Corporate Social Responsibility IX. SHIPPING INDUSTRY Industry Overview Regulations. 169 X. SUMMARY OF SIGNIFICANT FINANCIAL INFORMATION XI. EQUITY XII. DIVIDEND POLICY XIII. TAXATION XIV. CAPITAL MARKET SUPPORTING INSTITUTIONS AND PROFESSION. 186 XV. STANBY BUYER XVI. REQUIREMENTS FOR SUBSCRIPTION AND PURCHASE OF SHARES XVII. INFORMATION ON THE RIGHTS. 196 XVIII. DISTRIBUTION OF PROSPECTUS AND RIGHTS ii

15 I. LIMITED PUBLIC OFFERING IV The Board of Directors, on behalf of the Company, is carrying out the Limited Public Offering IV to the shareholders in relation to the Rights Issue in the amount of 1,392,310,059 (one billion three hundred and ninety two million three hundred ten thousand and fifty nine) ordinary shares with nominal Value of Rp 62,5 (sixty two point five Rupiah) per share offered at an Exercise Price of Rp425.- (four hundred and twenty five Rupiah) per share so that it amounts to a total of Rp591,731,775,075.- (five hundred and ninety one billion seven hundred and thirty one million seven hundred seventy five thousand and seventy five Rupiah) which are issued from the Company s shares portfolio and will be listed on the Indonesia Stock Exchange and the Singapore Exchange Securities Trading Limited. Any shareholder who owns 3 (three) ordinary shares whose name is recorded in the Register of the Shareholders on 13 July 2009 at Western Indonesia Time is entitled to 1 (one) Right to purchase 1 (one) ordinary share which is offered at an offering price of Rp (four hundred and twenty five Rupiah) per share which must be paid in full at the time of subscribing the exercise of the Rights. Each shareholder has equal position, rights and obligations in the Company. PT Berlian Laju Tanker Tbk. Line of Business: Cargo Shipping Business Domiciled in Jakarta, Indonesia Dumai Branch Office: Head Office: Merak Branch Office: Graha Berlian Dumai Floor 3 Wisma BSG, Floor 10 Jl. Pulorida No.18, Desa Tamansari Jl. Yos Sudarso No. 159, Dumai, Riau Jl. Abdul Muis No. 40, Jakarta Merak, Banten Phone (62-765) Phone (62-21) Phone (62-254) , Fax (62-765) Fax, (62-21) , Fax (62-254) bltdumai@blt.co.id investor@blt.co.id Homepage: bltmrk@blt.co.id THE MAIN RISK FACED BY THE COMPANY IS THE RISK THAT A SUBSTANTIAL PART OF ALL REVENUES OF THE COMPANY AND ITS SUBSIDIARIES ARE DERIVED FROM THE ASIA-PACIFIC AND MIDDLE EAST REGIONS, THEREFORE ADVERSE ECONOMIC CONDITIONS IN THESE MARKETS WOULD NEGATIVELY AFFECT THE BUSINESS, FINANCIAL CONDITION AND PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES Other risk factors are discussed in Chapter VI on Risk Factors in this Prospectus The Company was established within the framework of Domestic Capital Investment (PMDN) under the name PT Bhaita Laju Tanker pursuant to Deed No. 60 dated 12 March 1981, which were amended consecutively by Deed No. 127 dated 26 March 1982, Deed No. 10 dated 2 August 1982, Deed No. 55 dated 17 December 1984 and Deed No. 4 dated 5 September 1988, all drawn up before Raden Santoso, then Notary in Jakarta, which had obtained legalization from the Minister of Justice of the Republic of Indonesia by virtue of Decree No. C HT Th.89 dated 31 March 1989 and registered in the District Court of Central Jakarta respectively under No. 865/1989, 866/1989, 867/1989, 868/1989 and 869/1989 dated 28 April 1989 and announced in the State Gazette of the Republic of Indonesia No. 70 dated 1 September 1989, Supplement No. 1729/1989. Within the framework of the Initial Public Offering in 1990, the Company s Articles of Association have been amended entirely by Deed No. 23 dated 9 November 1989 and Deed No. 73 dated 14 December 1989, both 1

16 drawn up before Amrul Partomuan Pohan S.H., LL.M., Notary in Jakarta and have been approved by the Minister of Justice of the Republic of Indonesia by virtue of Decree No. C HT Th.89 dated 16 December 1989 and registered in the District Court of Central Jakarta respectively under No. 2505/1990 and No. 2506/1990 dated 23 November 1990 and announced in the State Gazette of the Republic of Indonesia No. 103 dated 26 December 1990, Supplement No. 5291/1990. In 1993, the Company conducted its Limited Public Offering I to the Shareholders for the amount of 29,400,000 (twenty nine million four hundred thousand) shares with the condition that any shareholder with 1 (one) share is entitled to purchase 1 (one) new share. In order to conform to the Company Law, the Company amended entirely its Articles of Association by virtue of Deed No. 34 dated 19 June 1996 drawn up before Amrul Partomuan Pohan S.H., LL.M., Notary in Jakarta which has obtained approval from the Minister of Justice of the Republic of Indonesia by virtue of Decree No. C HT Th.96 dated 29 July 1996 and registered in the Company Registry Office of Central Jakarta under No. 139/BH09-05/X/1996 dated 17 October 1996 and announced in the State Gazette of the Republic of Indonesia No. 93 dated 19 November 1996, Supplement No. 9343/1996. In 1998, the Company conducted its Limited Public Offering II of 305,760,000 (three hundred and five million seven hundred and sixty thousand) shares to the Shareholders whereby each holder of 1 (one) share is entitled to buy 2 (two) new shares, for which in every 10 (ten) shares 2 (two) Warrants are attached. Then in 2001, the Company conducted its Limited Public Offering III of 53,958,150 (fifty three million nine hundred and fifty eight thousand one hundred and fifty) shares to the Shareholders with the condition that any holder of 17 (seventeen) shares is entitled to purchase 2 (two) new shares. As of the Limited Public Offering III in 2001, the Company s Articles of Association has been amended several times, the latest amendment is made by virtue of Deed of Amendment to the Articles of Association of PT Berlian Laju Tanker No. 17 dated 23 November 2007 drawn up before Dr. Amrul Portamuan, SH, LL.M. Notary in Jakarta, which deed was notified to, received and registered by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Letter No. C-UM.HT dated 13 December 2007 and announced in the State Gazette of the Republic of Indonesia No. 31 dated 15 April 2008, Supplement to the State Gazette No. 285, and later amended by Deed of Statement of Resolution of the Annual General Meeting of Shareholders No. 30 dated 29 April 2008 drawn up before Dr. Amrul Partomuan Pohan, S.H., LL.M, Notary in Jakarta, which deed was notified to, received and registered by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Letter No. AHU-AH dated 13 May 2008 and registered in the Company Registry on 13 May 2008 No. AHU AH and based on Statement Letter from Notary Dr. Amrul Partomuan Pohan, S.H., LL.M No. 59/II/2009 dated 24 February 2009, the deed is currently in the process to be announced in the State Gazette of the Republic of Indonesia and Supplement to the State Gazette and lastly amended by Deed of Statement of Resolution of Extraordinary General Meeting of Shareholders No. 1 dated 6 August 2008 drawn up before Dr. Amrul Partomuan Pohan, S.H., LL.M, Notary in Jakarta, which deed has been approved by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Decree of the Minister of Law and Human Rights of the Republic of Indonesia No. AHU AH Tahun 2008 dated 25 August 2008 and registered in the Company Registry Office on 25 August 2008 No. AHU AH Tahun 2008 and based on Statement Letter No. 68/III/2009 dated 2 March 2009 is currently in the process to be announced in the State Gazette of the Republic of Indonesia. The Company is domiciled in Jakarta, with its head office located in Wisma BSG, 10 th Floor, Jl. Abdul Muis No. 40, Jakarta Currently, the Company has two branch offices in Dumai and Merak, located respectively in Jl. Yos Sudarso No. 159, Dumai 28814, dan Jl. Pulorida No. 18, Desa Tamansari, Merak, Banten The following table presents the composition of the share capital and Shareholding of the Company at the time the Prospectus is issued, based on the Company s Articles of Association and the Listof Shareholders dated 30 April 2009 issued by PT Sinartama Gunita as Share Registrar of the Company: Registered Ordinary Shares Nominal Value Rp62.5 per share Description Number of Shares Total Nominal Value (Rp) Percentage (%) Authorized Capital 14,676,480, ,280,000,000 Subscribed and Paid-up Capital PT Tunggaladhi Baskara 2,447,724, ,982,797, Widhihardja Tanudjaja 2,620, ,800, Siana Anggraeni Surya 62,400 3,900, Koperasi Karyawan Berlian 2,422, ,378,

17 Public* 1,724,100, ,756,259, Sub Total 4,176,930, ,058,136, Treasury Stock 412,351,000 25,771,937, Total Subscribed and Paid-up Capital 4,589,281, ,830,073, Number of Shares Remaining in Portfolio 10,087,198, ,449,926,500 * With ownership by each shareholder of less than 5% respectively Assuming that all shares offered in the Limited Public Offering IV are not fully subscribed by the shareholders, the capital and shareholding structure in the Company subsequent to the Limited Public Offering IV on a proforma basis is presented in the following table: Before Limited Public Offering IV After Limited Public Offering IV Description Number of Shares Nominal Value % Number of Shares Nominal Value % Authorized capital 14,676,480, ,280,000,000 14,676,480, ,280,000,000 Subscribed and Paid-up Capital PT Tunggaladhi Baskara 2,447,724, ,982,797, ,840,034, ,002,176, Widhihardja Tanudjaja 2,620, ,800, ,620, ,800, Siana Anggraeni Surya 62,400 3,900, ,400 3,900, Koperasi Karyawan Berlian 2,422, ,378, ,422, ,378, Public* 1,724,100, ,756,259, ,724,100, ,756,259, Sub Total 4,176,930, ,058,136, ,569,240, ,077,514, Treasury Stock 412,351,000 25,771,937, ,351,000 25,771,937, Subscribed and Paid-up Capital 4,589,281, ,830,073, ,981,591, ,849,452, Number of Shares Remaining in Portfolio 10,087,198, ,449,926,500 8,694,888, ,430,547,813 * With ownership by each shareholder of less than 5% (five percent) respectively Assuming that all shares offered in the Limited Public Offering IV are fully subscribed, the capital and shareholding structure in the Company subsequent to the Limited Public Offering IV on a proforma basis is presented in the following table: Before Limited Public Offering IV After Limited Public Offering IV Description Number of Nominal Value % Number of Shares Nominal Value % Shares Authorized capital 14,676,480, ,280,000,000 14,676,480, ,280,000,000 Subscribed and Paid-up Capital PT Tunggaladhi Baskara 2,447,724, ,982,797, ,263,633, ,977,063, Widhihardja Tanudjaja 2,620, ,800, ,494, ,400, Siana Anggraeni Surya 62,400 3,900, ,200 5,200, Koperasi Karyawan Berlian 2,422, ,378, ,229, ,838, Public* 1,724,100, ,756,259, ,298,800, ,675,013, Sub Total 4,176,930, ,058,136, ,569,240, ,077,514, Treasury Stock 412,351,000 25,771,937, ,351,000 25,771,937, Subscribed and Paid-up Capital 4,589,281, ,830,073, ,981,591, ,849,452, Number of Shares Remaining in Portfolio 10,087,198, ,449,926,500 8,694,888, ,430,547,813 * With ownership by each shareholder of less than 5% (five percent) respectively. Rights holders who choose not to exercise their rights to purchase new shares in relation to the Limited Public Offering IV may sell their rights to another party starting from 15 July 2009 up to 4 August 2009 through the Indonesia Stock Exchange as well as off the Stock Exchange, in accordance with BAPEPAM Regulation No. IX.D.1 concerning Rights. If the shares offered in the Limited Public Offering IV are not entirely subscribed or purchased by the Rights holders, then the remaining unsold shares shall be allocated 3

18 to the other Rights Holders, who have applied to purchase additional shares exceeding their rights as stated in the List of Rights Holders, proportionately based on the rights exercised. PT Tunggaladhi Baskara, as the main shareholder undertakes to exercise all of its rights in this Limited Public Offering IV of PT Berlian Laju Tanker Tbk. If after such allocation there are still remaining shares offered, then in accordance with the provisions of the Deed of Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk. No. 65 dated 20 May 2009 drawn up before Robert Purba S.H., Notary in Jakarta, which has been amended with the Amendment to the Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk on 5 June 2009 which privately drawn up and duly stamped and lastly amended by the Deed of Addendum and Restatement of the Agreement on Purchase of Remaining Shares of the Rights Issue IV of PT Berlian Laju Tanker Tbk. No. 133 dated 22 June 2009 drawn up before Robert Purba S.H., Notary in Jakarta, the remaining ordinary shares which are not subscribed by the Company s shareholders shall be purchased entirely by PT Tunggaladhi Baskara at the same price as the price of the Limited Public Offering IV of the Company, i.e. Rp (four hundred and twenty five Rupiah) per share. Given that the total shares offered are in the amount of 1,392,310,059 (one billion three hundred and ninety two million three hundred ten thousand and fifty nine) shares amounting to 25% after the completion of the Limited Public Offering IV that will be listed in Indonesia Stock Exchange and SGX-ST, then the existing shareholder who chooses not to exercise his rights herein will be diluted by 25% after the exercise of the Rights. The Company has no plan to issue or list new shares or other securities which are convertible into shares other than the shares offered in the Limited Public Offering IV within a period of 12 (twelve) months subsequent to the effective date of the Limited Public Offering IV. Each holder of shares issued in relation with the Limited Public Offering IV shall have the same and equal rights in all respects as other shares of the Company currently issued and paid up, is entitled and authorized to obtain and to exercise all rights over the shares as regulated under articles of association of the Company and prevailing law and regulations, including to attend general meetings of shareholders of the Company, to vote in such meetings and to receive dividend distributed by the Company in accordance with such meetings resolutions, proportionally in accordance with the ratio of his total shares. The implementation of the Company s Limited Public Offering IV in the Singapore Exchange Securities Trading Limited. In 2006, the Company listed all its shares on the Singapore Exchange Securities Trading Limited (hereinafter referred to as the SGX-ST ). The shares in the Company that are traded on the SGX-ST are scripless shares and held by the Central Depository (Pte) Limited (hereinafter referred as CDP ) in a sub-depository account by the name of CDP at a Custodian Bank maintained with KSEI for and on behalf of the Singapore Shareholders (as defined in the section of Definition and Abbreviations). CDP is the central depository in Singapore, similar to KSEI in Indonesia. The implementation of the Limited Public Offering IV, particularly in relation to the Singapore Shareholder, shall therefore be carried out with due consideration of the applicable Singapore regulations on rights issue, to the extent that it does not violate the prevailing laws and regulations in Indonesia. The Singapore Shareholders entitled to receive Rights (hereinafter referred to as the Singapore Rights Entitlement through CDP are the Singapore Shareholders whose names are recorded at the Depository Register maintained by CDP on 13 July 2009 at Singapore time, but excluding (i) the shareholders whose registered addresses with CDP are not in Singapore or Indonesia by 13 July 2009 and (ii) the shareholders who have not within 3 (three) SGX-ST Bourse Days prior to 13 July 2009 provided CDP with addresses in Singapore or Indonesia. The Singapore Shareholders entitled to receive Singapore Rights Entitlements will receive such rights through CDP under the following mechanism: CDP will receive Rights pursuant to its registered shareholding in the Company as recorded in the List of Shareholders of the Company on 13 July 2009 at Western Indonesia Time 4

19 Of such Rights, CDP will credit equivalent rights to receive the Singapore Rights Entitlement to each Singapore Shareholder entitled to receive such Singapore Rights Entitlement, in accordance with the shareholding of such Singapore Shareholder duly registered with the Depository Register maintained by CDP on 13 July 2009 at Singapore time. Singapore Shareholders entitled to receive such Singapore Rights Entitlement may accept, reject or trade such Singapore Rights Entitlement they received. The Singapore Shareholders may trade the Singapore Rights Entitlement which they received on SGX- ST starting from 16 July 2009 up to 24 July 2009 or other dates as may be deemed appropriate by the Board of Commissioner for the benefit of the Company to the extent permitted by the applicable laws and regulations. For the Singapore Shareholders, the applicable offering price will be the Singapore Dollars equivalent to (rounded down to the nearest cent) Rp 425 per new share. The Singapore Dollars offering price will be announced no later than 5 (five) SGX-ST Bourse Days prior to 13 July 2009, based on the exchange rate obtained from Bloomberg at Western Indonesia Time on the day falling 1 (one) SGX-ST BourseDay prior to the announcement of such equivalent price. In such a case, it is possible that the Company would receive proceeds exceeding or less than the offering price of Rp 425 (four hundred and twenty five Rupiah) per share due to the exchange rate difference from Singapore Dollars to Rupiah at the time of the Rights exercised by CDP. The Singapore Shareholders exercising their Singapore Rights Entitlement may accept their rights or apply for excess application exceeeding their portion through CDP. CDP will consolidate all applications from the Singapore Shareholders and then exercise its Rights and/or apply for excess shares on behalf of the Singapore Shareholders. To anticipate the risk of exchange rate loss from Rupiah to Singapore Dollars suffered by the Company in relation to refund payment to the Singapore Shareholders, the payment for excess application by CDP shall be in Singapore Dollars to the following account of the Company. DBS Bank Ltd Acc In the name of : BLT Rights Issue Singapore Rights Entitlement not exercised by the Singapore Shareholders or fractions of Singapore Rights Entitlement (which will effectively translate into Rights that is not exercised by CDP) as well as Rights not exercised by the Rights Holders and the Rights fractions will be used by the Company to fulfill the excess application. New shares issued from the Limited Public Offering IV will also be listed on the Main Board of the SGX-ST. In relation to this, the SGX-ST, on 5 June 2009, granted its in-principle approval for the listing of and quotation for such new shares resulting from the Limited Public Offering IV subject to certain conditions, inter alia, the Company has obtained the specific approval from the Extraordinary General Meeting of Shareholders of the Company for the proposed Limited Public Offering IV. 5

20 II. USE OF PROCEEDS OBTAINED FROM THE LIMITED PUBLIC OFFERING IV The net proceeds from the Limited Public Offering IV, after deducted by costs incurred for the issue, will be used for working capital of the Company and its Subsidiaries consist of fuel expenses, port charges, ships maintenance fee and ships sparepart expenses. The Company shall be accountable for the realization of the use of proceeds from the Limited Public Offering IV to the shareholders of the Company in the Annual General Meeting of Shareholders of the Company and shall periodically report the realization of the use of proceeds from the Limited Public Offering IV to BAPEPAM-LK in compliance with BAPEPAM Regulation No. X.K.4 Attachment to the Chairman of BAPEPAM Decree No. Kep-81/PM/1996 dated 17 January 1996 as amended by No. Kep-15/PM/1997 dated 30 April 1997 and lastly amended by No. Kep-27/PM/2003 dated 17 July 2003 regarding Reporting of the Realization of the Use of Proceeds from a Public Offering. Pursuant to the Circular Letter issued by BAPEPAM-LK Number SE-05/BL/2006 dated 29 September 2006 on Disclosures of Expenses Incurred in relation to Public Offering, the aggregate costs incurred by the Company is approximately equal to 1.13% of the proceeds of Limited Public Offering IV which include: 1. Fee for Financial Advisor amounting to 0.22% 2. Services fee for the Capital Market Supporting Professionals consisting of: a. Accountant 0.07% b. Legal Counsel 0.03% c. Share Registrar 0.01% d. Notary 0.03% e. Other costs (printing, advertisement, EGMS preparation, costs relating to listing process in the Singapore Exchange Securities Trading Limited, etc) 0.78% If the Company intends to change the proposed use of proceeds from the Limited Public Offering IV, the Company must previously (i) report such changes to BAPEPAM-LK accompanied with reasons and considerations thereof, and (ii) request approval from the shareholders of the Company in the Company s EGMS. Based on the result of the General Meeting of Shareholders which was held on 21 December 2000, the Company obtained an approval from the shareholders to conduct Limited Public Offering III, as to which all proceeds obtained from the Limited Public Offering III were used for the following: % was used for settlement of loan to Credit Suisse Singapore. Such loan was made through Averina Maritime S.A a subsidiaries which 100% of its shares are indirectly held by the Company. 2. The remaining proceeds were used for working capital of the Company. Based on the prospectus for the Berlian Laju Tanker IV 2009 with Fixed Interest Rate Bond and the Berlian Laju Tanker II 2009 Sukuk/Ijarah, all proceeds obtained from the Bond Public Offer, i.e. in the amount of Rp. 500,000,000,000 (five hundred billion Rupiah) less any costs incurred for the issue, will be used for : Approximately 48% or approximately Rp. 240 billion will be used to Finance the purchase of chemical tanker and/or oil tanker and/or gas tanker either directly or through its Subsidiary. Approximately 10% or approximately Rp. 50 billion will be used for working Capital. Approximately 42% or in the amount of Rp. 210 billion will be used for refinancing in connection with the implementation of Law of the Republic of Indonesia No. 17 of 2008 regarding shipping. Company obtained proceeds from the Berlian Laju Tanker IV 2009 with Fixed Interest Rate Bond and the Berlian Laju Tanker II 2009 Sukuk/Ijarah, a small part of which had been used for working capital of the Company and the remianing proceeds are placed in depository and bank accounts. 6

21 III. STATEMENT OF INDEBTEDNESS Based on the Company s consolidated financial statements which have been audited by the Public Accountant Office of Osman Bing Satrio & Rekan for the year ended 31 December 2008 with an Unqualified Opinion, the Company and its Subsidiaries have total liabilities amounting to Rp19,078,836 million, comprising of current liabilities of Rp4,958,871 million and non-current liabilities of Rp14,119,965 million. DESCRIPTION TOTAL (Rp million) CURRENT LIABILITIES Derivative financial instruments 337,089 Short-term bank loans 1,933,650 Trade accounts payable Related parties 921 Third parties 188,975 Other accounts payable 27,028 Dividends payable 5,352 Taxes payable 17,538 Accrued expenses 380,823 Unearned revenue 7,051 Current maturities of long-term liabilities Bank loans 1,086,422 Obligations under finance lease 965,271 Other long-term payable 6,470 Deferred gain on sale and leaseback transaction 2,281 Total Current Liabilities 4,958,871 NON-CURRENT LIABILITIES Long-term liabilities-net of current maturities Bank loans 7,900,384 Bonds payable 893,263 Notes payable 1,445,400 Obligations under finance lease 1,701,365 Other long-term payable 135,880 Post-employment benefit obligation 31,998 Convertible bonds 396,938 Derivative financial instruments 1,589,928 Deferred gain on sale and leaseback transaction 24,809 Total Non-current Liabilities 14,119,965 TOTAL LIABILITIES 19,078,836 There are no negative covenants which would be detrimental to the rights of the public shareholders. The following are detailed descriptions of the Company s liabilities: 7

22 BANK LOANS On 31 December 2008, the Company recorded total bank loans of Rp1,933,650 million, with the following details: DESCRIPTION TOTAL (Rp million) DnB NOR Bank, ASA, Singapore - USD50,000, ,500 Bank Ekspor Indonesia 400,000 Bank Mandiri 350,000 Bank Sumitomo Mitsui Indonesia, Jakarta - USD17,000, ,150 Bank Central Asia, Jakarta 170,000 Bank UOB Indonesia, Jakarta 150,000 Bank Mizuho Indonesia, Jakarta 130,000 Total 1,933,650 Interest rate per annum for the current year U.S. Dollar 1% % above LIBOR/SIBOR Rupiah 8.9% - 14% A. In December 2007, the Company s subsidiary obtained secured revolving credit facilities from DnB NOR Bank ASA, Fortis Bank S.A/N.V., ING Bank N.V., and NIBC Bank Ltd as primary lenders. DnB NOR Bank ASA acts as agent and security trustee for the lenders. Under the agreement, the subsidiary shall use all borrowings for the acquisition of vessels and for the purpose of working capital. The remaining balance of loan to DnB NOR Bank, ASA, and NIBC Bank Ltd. in the amount of USD50 million has been approved to be extended until 18 March These loans were secured by the subsidiary s vessels (M.T. Bauhinia, M.T. Cendanawati, M.T. Dewayani, M.T. Dewi Sri, M.T. Fatmawati, M.T. Gandini, M.T. Gas Bali, M.T. Gerbera, M.T. Indradi, M.T. Jembawati, M.T. Tirtasari, M.T. Tridonawati and M.T. Trirasa). Interest rate is LIBOR plus a certain percentage, payable between 1-3 months. B. In March 2008, the Company obtained financing facilities from Bank Ekspor Indonesia with a maximum amount of Rp400,000 million due on 28 March The loan is secured by all present and future assets of the Company. The interest rate is 9.50% %, payable monthly. C. The loan obtained from PT Bank Mandiri Tbk (Persero) is a short-term loan facility with maximum credit limit of Rp350,000 million, due in January The interest rate is 8.9% - 14%, payable monthly. The loan was fully repaid in D. In June 2007, the Company obtained a revolving credit facility from Bank Sumitomo Mitsui Indonesia with a maximum amount of Rp150,000 million or equivalent to USD17 million, which will be due in June The interest rate is at certain percentage above LIBOR, payable monthly. E. The loan obtained from Bank Central Asia is a working capital facility at a maximum amount of Rp20,000 million. In April 2008, the Company obtained additional loan to finance vessels and working capital with a maximum credit limit of Rp150,000 million. The annual interest rate is 10.25% - 12% in 2008, payable on a monthly basis. The loan is secured by the same collateral as the long-term loans. The loan has been extended until April F. The loan obtained from Bank UOB Indonesia is a working capital credit facility with a maximum amount of Rp150,000 million and is secured by a subsidiary-owned vessel (M.T. Anjani) and trade accounts receivables on charter revenue from Pertamina in connection with M.T Anjani. Interest rate charged per annum is the SBI plus 1.5%, payable monthly. In February 2008, the loan was extended to February G. The loan provided by Bank Mizuho Indonesia is a time revolving loan with a maximum credit of Rp130,000 million or the equivalent value in US Dollar, due in April The annual interest rate is the bank s capital cost plus a certain percentage, with payment between 7-30 days. 8

23 The Company and its Subsidiaries are required to fulfill certain covenants as stated in the agreements, which, among others, restrict the Company or its Subsidiaries ability to conduct acquisitions, mergers and investments in other companies, incur indebtedness if certain financial ratios are not fulfilled, encumber assets, change the flag of the vessels, liquidate, provide loans other than in the ordinary course of business, provide guarantees, change the nature of business, issue additional shares without permission from shareholders or bonds exceeding the financial ratio covenants, to maintain certain financial ratios. All financial ratios have been fulfilled in TRADE ACCOUNTS PAYABLE On 31 December 2008, the Company recorded trade accounts payable to related parties in the amount of Rp921 million, comprising of accounts payable to Thai Petra Transport Co, Ltd of Rp233 million and Rp688 million to other related parties. On 31 December 2008, trade accounts payable to third parties were recorded at Rp188,975 million. Trade accounts payable to third parties consisted of accounts payable to suppliers, representing liabilities for purchases of fuel, spare parts, vessel equipment and other disbursements amounting to Rp162,518 million, and to shipping agents which is an obligation of the Company as an appointed agent and sub agent for the reimbursement of the Rp26,457 million of expenses that they have spent. OTHER ACCOUNTS PAYABLE On 31 December 2008, the Company recorded other accounts payable of Rp27,028 million. DIVIDENDS PAYABLE On 31 December 2008, the Company recorded dividends payable of Rp5,352 million. TAXES PAYABLE On 31 December 2008, taxes payable of Rp17,538 million was recorded, consisting of: DESCRIPTION TOTAL (Rp million) Corporate Income Tax Company 13 Subsidiaries 54 Income Tax Article 21 8,382 Article Article Article Value Added Tax Net 7,574 Final Tax Payable Article 4 (2) 205 Article Total 17,538 ACCRUED EXPENSES On 31 December 2008, accrued expenses of Rp380,823 million was recorded, comprising of vessel operation and docking of Rp315,282 million, interest of Rp 50,044 million and others of Rp15,497 million. UNEARNED REVENUE On 31 December 2008, the Company recorded unearned revenue was Rp7,051 million. 9

24 CURRENT MATURITIES OF LONG-TERM LIABILITIES On 31 December 2008, current maturities of long-term liabilities recorded was Rp2,058,163 million, consisting of Rp1,086,422 million in bank loans, Rp965,271 million in obligations under finance lease, and others of Rp6,470 million. LONG-TERM BANK LOANS On 31 December 2008, long-term bank loans-net of current maturities of Rp7,900,384 million were recorded. Bank loans applied interest rates of 0,7% - 2,5% above LIBOR/SIBOR for loans in US Dollar and 10,25% - 13% for loans in Rupiah. Financial institutions providing the loans consist the following: DESCRIPTION TOTAL (Rp million) DnB NOR Bank, ASA, Singapore/Fortis Bank S.A./N.V./ING Bank N.V./ NIBC Bank Ltd. (USD 656,452,624.94) 7,188,156 DVB Group Merchant Bank (Asia) Ltd./Nordea Bank Finland Plc, Singapore (USD 83,400,000) 913,230 Bank Central Asia, Jakarta USD 24,285, ,929 Rupiah 27,083 DVB Group Merchant Bank (Asia) Ltd., Singapore (USD22,325,000) 244,459 ING Bank N.V., Singapore (USD13,930,000) 152,533 Bank UOB Indonesia (USD9,120,000) 99,864 Dialease Maritime S.A., Japan (USD7,715,471.98) 84,484 The Royal Bank of Scotland Plc (USD1,010,737.13) 11,068 Total 8,986,806 Deducted by current maturities 1,086,422 Long-term Bank Loans Net 7,900,384 DnB NOR Bank, ASA, Singapore/Fortis Bank S.A./N.V./ING Bank N.V./ NIBC Bank Ltd. In June 2008, a subsidiary obtained a working capital credit facility for a maximum amount of USD165 million from DnB NOR Bank ASA, Singapore, Fortis Bank S.A/N.V., ING Bank N.V., and NIBC Bank Ltd. The loan is payable in 20 quarterly installments until 2013 and bears interest at certain percentage above LIBOR, payable between 1-6 months. The loan is secured by subsidiaries vessels, namely M.T. Anggraini, M.T. Celosia, M.T. Dragonaria, M.T. Erowati, M.T. Fressia, M.T. Larasati, M.T. Setyawati, M.T. Ulupi, M.T. Gas Lombok and M.T. Gas Sumbawa. In December 2007, one of the Company s subsidiary obtained a "secured term-loan and reducing revolving credit facilities from DnB NOR Bank ASA, Fortis Bank S.A/N.V., ING Bank N.V., and NIBC Bank Ltd. as the primary lenders. DnB NOR Bank ASA acts as agent and security trustee for the Lenders. Under the agreement, the subsidiary shall use all borrowed amounts for purposes of vessel acquisition and working capital. The facilities consist of: Facility A is a term loan facility in US Dollars for a maximum credit of USD400 million. This facility is payable in 40 quarterly installments of USD8 million for the 1 st to 39 th installments and USD88 million for the 40 th installment. Interest rate is at certain percentage above LIBOR depending on the value maintenance ratio of the vessels used as collateral/guarantee, with interest payable between 1-3 months Facility B is a reducing revolving loan facility in US Dollars in the maximum amount of USD100 million. This loan is payable in 20 quarterly installments of USD5 million until The interest rate is at certain 10

25 percentage above LIBOR, depending on the value maintenance ratio of the secured vessels, payable between 1 3 months. The loans are collateralized by the subsidiary vessels (M.T. Chembulk Hong Kong, M.T. Chembulk Virgin Gorda, M.T. Chembulk Savannah, M.T. Chembulk New York, M.T. Chembulk Gilbraltar, M.T. Chembulk Shanghai, M.T. Chembulk Kobe, M.T. Chembulk Yokohama, M.T. Chembulk Barcelona, M.T. Chembulk Houston and M.T. Chembulk Ulsan). The loans are also secured with corporate guarantee from the Company and Goldbridge Corporation. In March 2007, certain subsidiaries obtained a loan facility for a maximum credit of USD65 million. The loan is payable in 32 quarterly installments until 2015 and is secured by corporate guarantees from the Company, Gold Bridge Shipping Corporation and by the subsidiaries vessels, namely M.T. Gas Sulawesi, M.T Gas Papua and M.T. Chembulk New Orleans. The interest rate is at certain percentage above LIBOR, payable in 1 3 months. DVB Group Merchant Bank (Asia) Ltd./Nordea Bank Finland Plc, Singapore In November 2008, certain subsidiaries obtained Senior Secured Revolving Credit Facility with a maximum credit of USD114 million from DVB Group Merchant Bank (Asia) Ltd., and Nordea Bank Finland Plc, Singapore Branch. The maximum credit facility shall be reduced on a quarterly basis by a fixed amount of one-fortieth (1/40th) of the maximum credit until Interest rate is at certain percentage above LIBOR, payable between 1 6 months. This loan is secured by: (a) the subsidiaries vessels (M.T. Fatmarini, M.T. Frabandari, M.T. Harsanadi, M.T. Hartati, M.T. Nogogini, M.T. Nolowati and M.T. Ratih), (b) assignment of insurance earnings and requisition for compensation on the subsidiaries vessels, (c) guarantee and indemnity from the Company, (d) bank accounts, money market accounts, deposit accounts and other accounts of the Company s subsidiaries placed at Nordea Bank Finland Plc, and (e) pledged shares of the subsidiaries. Bank Central Asia, Jakarta The loans obtained were inter alia: In November 2006, the Company obtained an investment credit facility with a maximum credit of USD34 million. This loan is payable in 84 monthly installments until 2013 and secured by a subsidiary s vessel (FPSO Brotojoyo). The interest rate is at certain percentage above SIBOR, payable monthly. In January 2005, the Company obtained an investment credit facility with a maximum amount of Rp125,000 million, applicable for 5 years. Interest rates per annum are set at 10.25% - 13%, payable monthly. The loan is secured by vessels, M.T. Gas Indonesia and M.T. Gas Kalimantan, as well as pledge of the Company s shares owned by PT Tunggaladhi Baskara for a total of 66,188,311 shares. In April 2008, all pledged shares were released and no longer used as collateral. DVB Group Merchant Bank (Asia) Ltd.,Singapore In September 2005, the Company s subsidiaries obtained loan with a maximum credit of USD43 million. This loan is payable in 32 quarterly installments until 2013 and secured by a corporate guarantee from the Company and the subsidiaries vessels (M.T. Anjasmoro, M.T. Rengganis, M.T. Wulansari and M.T. Yanaseni). Interest rate is at certain percentage above LIBOR, depending on the loan to value percentage, payable between 1-3 months. ING Bank N.V.,Singapore In November 2005, the Company s subsidiaries obtained a loan from ING Bank N.V., Singapore with a maximum credit of USD19.9 million. The loan is payable in semi-annual installments until November 2015 and secured by the subsidiaries vessels, M.T. Eustoma and M.T. Gas Maluku. The interest rate is at a certain percentage above LIBOR, payable monthly. 11

26 Bank UOB Indonesia In October 2006, the Company obtained an investment credit facility with maximum credit of USD12 million from Bank UOB Indonesia. This loan is payable in 20 monthly installments until 2011 and secured by a subsidiary s vessel (M.T. Anjani), and an assignment of charter revenue from Pertamina for M.T. Anjani. The interest rate is at certain percentage above SIBOR, payable on a quarterly basis. In February 2009, the facility was amended. Dialease Maritime S.A., Japan In December 2004, the Company s subsidiaries obtained a loan facility with a maximum credit of JPY1, million (or equivalent to USD12.86 million). This loan is payable in 28 quarterly installments until 2011 and secured by a corporate guarantee from the Company and a subsidiary s vessel M.T. Rasawulan. The interest rate is at a certain percentage above LIBOR, payable on a quarterly basis. The Royal Bank of Scotland Plc, Scotland In October 2007, the Company s subsidiary (GBLT Shipmanagement UK) obtained an investment credit facility with a maximum credit of USD1.11 million from The Royal Bank of Scotland Plc. The loan is payable in 39 quarterly installments until 2016 and is secured by buildings and land owned by the said subsidiary. The interest rate is at certain percentage above the bank s lending rate for US Dollars, payable on a quarterly basis. In relation to the loan facilities mentioned above, the Company and its Subsidiaries are required to fulfill certain covenants as stated in the agreements including requirement to maintain certain financial ratios. The creditors of the Company and its subsidiaries applies a maximum limit of 250% for the consolidated net debt to equity ratio. As stated in the credit facility agreements, should the Company and its subsidiaries fail to meet the above consolidated net debt to equity ratio, the bank may declare, among others, that all or any part of the loans be payable on demand. On 31 December 2008, the Company and its subsidiaries net debt to equity ratio is 241%. All financial ratios have been fulfilled in BONDS PAYABLE The Company recorded total Bonds payable of Rp893,263 million as at 31 December 2008, consisting of: DESCRIPTION TOTAL (Rp million) Nominal value Berlian Laju Tanker III Bond ,000 Sukuk Ijarah 200,000 Unamortized discount (6,737) Total 893,263 Berlian Laju Tanker III Bond On 5 July 2007, the Company issued Rupiah bonds amounting to Rp700,000 million with fixed interest rate of 10.35% per annum payable quarterly. The bonds are unsecured with a term of 5 (five) years and due on 5 July The Bondholders right ranks pari-passu without preferential rights with other creditors rights in the Company. All bonds were sold at nominal value and are listed on the Indonesia Stock Exchange (formerly Surabaya Stock Exchange) with PT Bank Mandiri Tbk (Persero) as the Trustee. 12

27 On 18 December 2007, the Bondholders approved to replace PT Bank Mandiri Tbk. (Persero) as Trustee and appointed PT Bank CIMB Niaga Tbk. (formerly PT Bank Niaga Tbk.) as the new Trustee. On 16 June 2008, the Bondholders approved an amendment to the debt covenant in the trustee agreement, amending the Net Debt to Equity Ratio from 2.5:1 to 4.5:1 for the period ending 31 December 2008 and 3.5:1 after 31 December 2008 based on the Company s financial statements prepared under the generally accepted accounting principles in Indonesia. Based on PT Pefindo s rating issued on 14 April 2009, the bonds are rated as ida. Sukuk Ijarah On 5 July 2007, the Company issued Sukuk Ijarah in a total amount of Rp 200,000 million. The bonds are unsecured with a term of 5 (five) years, due on 5 July These bonds were offered with the term conditions that the Company shall pay to the Sukuk Ijarah Holders a sum of Ijarah Benefit Installment amounting to Rp20,600 million per annum. The Sukuk Ijarah Holders right ranks pari-passu without preferential rights with the rights of the other Company s creditors. At any time after the first anniversary of the issuance date, the Company may redeem the Bonds at prevailing market price. All Sukuk Ijarah Bonds were sold at nominal value and are listed on the Indonesia Stock Exchange, with PT Bank Mandiri Tbk. (Persero) acting as trustee. On 17 March 2008, PT Bank Niaga Tbk as Trustee issued a notification of Company s failure to comply with one of the terms in of the Trust agreement requiring the Company to maintain its net debt to equity ratio of not more than 2.5:1. On 18 December 2007, the Sukuk Ijarah Holders approved to replace PT Bank Mandiri Tbk. (Persero) as Trustee and appointed PT Bank CIMB Niaga Tbk. (formerly PT Bank Niaga Tbk.) as the new Trustee. On 4 July 2008, the Sukuk Ijarah Holders approved an amendment to the debt covenant in the trustee agreement, amending the net debt to equity ratio from 2.5:1 to 4.5:1 for the period ending 31 December 2008 and 3.5:1 after 31 December 2008 based on the Company s financial statements prepared under the generally accepted accounting principles in Indonesia. Based on PT Pefindo s rating issued on 4 April 2009, the bonds are rated as ida(sy). NOTES PAYABLE On 4 May 2007, the Company s subsidiary (BLT Finance B.V.) issued Guaranteed Senior Notes amounting to USD400 million with fixed interest rate of 7.5% per annum, payable semi-annually in advance commencing 15 November The notes payable have a term of 7 years and will be due on 15 May These notes were offered at 100% of the nominal value and are listed on the SGX-ST. The notes payable are unconditionally and irrevocably guaranteed by the Company and its subsidiaries. BLT Finance BV (BLTF BV) has an option to buy back the notes payable with regard to the following conditions: i. At any time prior to 15 May 2011 up to 35% of the notes with the net proceeds of 1 or more public equity offerings to public at a redemption price of 107.5% of the principal amount plus accrued and unpaid interest provided certain conditions are met; ii. On or after 15 May 2012, all or any portion of the notes at a redemption price equal to 100% of the principal amount plus the applicable premium (as defined in the Terms and Conditions of the notes agreement) and accrued and unpaid interest if, any, up to the date of redemption. iii. As from 15 May 2012 until 14 May 2013 all or any portion of the notes at a redemption price equal to % of the principal amount plus the accrued and unpaid interest, if any, up to the date of redemption. iv. As from 15 May 2013 until 14 May 2014 all or any portion of the notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to the date of redemption, or 13

28 v. At any time, in the event of certain changes related to taxation in Indonesia and the Netherlands, all or part of the principal amount plus all additional amount due and accrued and unpaid interest if any, up to the date of redemption. In the event of a change in control, the holders of the notes are entitled to require BLT FBV to redeem all or any portion of the notes at 101% of the principal amount plus the accrued and unpaid interest if any, up to the date of redemption. The notes are designated as fair value in the statements of income due to the embedded call and put options. As at 31 December 2008, the fair value of the notes payable was Rp1,445,400 million, as determined by the quoted market price which may not, however, reflect the full amount that BLTF BV will be liable to pay to the bondholders in order to fulfill their conversion rights or upon redemption of the bonds. The changes in the fair value were as follows: DESCRIPTION TOTAL (Rp million) Initial balance 3,255,836 Changes in fair value (2,067,887) Translation adjustment 257,451 Final balance 1,445,400 Based on the rating issued by Fitch Ratings Ltd. in 2008, the Notes are rated B. OBLIGATIONS UNDER FINANCE LEASE On 31 December 2008, obligations under finance lease were recorded at Rp2,666,636 million, as follows: DESCRIPTION Minimum lease payment (Rp million) Present value of minimum lease payment (Rp million) Less than 1 year 1,047, , years 1,466,013 1,297,593 More than 2 years 478, ,772 Total 2,992,279 2,666,636 Less future finance charges 325,643 - Present value of minimum lease payment 2,666,636 2,666,636 The detail of the finance lease based on each Lessor is listed as follow: DESCRIPTION TOTAL (Rp million) Doun Kissen Co. Ltd 1,257,477 Hisamoto Kisen Co. Ltd 1,409,159 Total 2,666,636 14

29 The finance lease relates to lease of vessels with a term of between 3 to 10 years, with an option for the Company s subsidiaries to purchase the leased vessel for an amount below the expected fair value at the conclusion of the lease agreement. The obligations binding the subsidiaries under the finance lease are secured by vessels owned by the subsidiaries and bear effective interest rates of 4% - 10%. OTHER LONG-TERM PAYABLE On 7 December 2005, the Company obtained a working capital loan facility in the amount of USD13 million from a third party Teekay Shipping Corporation. The loan facility has been amended several times as Teekay BLT corporation has not commenced its commercial operation. The loan is unsecured and payable in 22 installments, payable semi-annually and subject to an interest rate of 8% per annum. The first semi-annual installment is estimated to fall due in December The current portion of the loan, totaling Rp6,470 million is also presented under current maturities of long-term liabilities. POST-EMPLOYMENT BENEFITS OBLIGATION As at 31 December 2008, the Company recorded post-employment benefits obligation of Rp31,998 million with the following details: DESCRIPTION TOTAL (Rp million) Present Value of unfunded obligations 39,679 Unrecognized actuarial losses (7,681) Total 31,998 CONVERTIBLE BONDS On 17 May 2007, BLT Finance B.V (BLTF BV), a subsidiary, issued Zero Coupon Guaranteed convertible bonds in denomination of USD100,000 and integral multiples of USD1,000, with aggregate principal amount of USD125 million. The bonds were issued at 100% of the face value and were unconditionally and irrevocably guaranteed by the Company. The bondholders have the right to convert the bonds into ordinary shares of the Company, with par value of Rp62.50 per share, from 27 June 2007 up to 17 April The number of shares to be converted will be determined, in respect of SGX-ST listed shares, by dividing the principal amount of the bond to be converted (translated at fixed rate of SGD per USD1 or Rp 8,894 per USD1) by the conversion price in effect at the conversion date. The initial conversion price is SGD per share. In the event the shares to be converted are Indonesian listed shares, the number of shares to be converted will be determined using the same method as for SGX-ST listed shares, except that in such an event, for purposes of calculating the ratio the principal amount of the bond to be converted shall remain in USD and the conversion price shall be translated from Rupiah to USD. Notwithstanding the conversion right of the bondholders, BLTF BV has the option to pay to the relevant bondholders an amount of cash in US Dollar equivalent to the weighted average market price of the shares converted, to satisfy the conversion right. In addition, BLTF BV has an option to redeem the bonds together with accrued and unpaid interest at the Early Redemption Amount (ERA) in whole with the following conditions: (i) (ii) On or at any time after 17 May 2009 but not less than 20 days prior to the maturity date, if the closing price of shares (translated into US Dollar), for each of the 25 consecutive trading dates immediately prior to the date upon which notice of redemption is published is at least 125% of ERA divided by the conversion ratio. The aggregate principal value of the bonds is 10 percent or less of the aggregate principal value originally issued. 15

30 (iii) At any time whenever there occurred certain changes related to taxation in The Netherlands or the Republic of Indonesia. The bondholders have the right to require BLTF BV to redeem all or some of the bonds at % of the principal amount on 17 May The bondholders also have an option to require BLTF BV to redeem the bonds at their ERA on occurrence of a change in control or delisting of the Company s shares. ERA of the bonds, for each USD100,000 in principal amount, pertains to settlement before the maturity date at a price ranging from USD102, to USD129,578.13, representing a gross yield to the investor of 5.25% on a semi-annual basis. Unless previously redeemed, purchased and cancelled or converted, BLTF BV will redeem each convertible bond at % of the principal amount on 17 May Convertible bonds, inclusive of embedded derivatives, are measured entirely at fair value with changes in the fair value recognized in the statements of income. On 31 December 2008, the fair value of the bonds, based on quoted market prices, amounted to 29%. The fair value at the balance sheet date is determined based on quoted market price and may not be reflective of the amount that BLTF BV will have to pay to the bondholders to satisfy their conversion rights or upon redemption of the bonds. The changes in the carrying amount of the convertible bonds are as follows: DESCRIPTION TOTAL (Rp million) Initial balance 1,210,730 Change in fair value (893,203) Translation adjustment 79,411 Final balance 396,938 DERIVATIVE FINANCIAL INSTRUMENTS The Company utilizes cross currency and interest rate swap contracts to manage exposure to foreign currency and interest rate movements as well as crude oil target redemption swaps to manage exposure in oil price fluctuations. The following are details of the Company s derivative contracts: DESCRIPTION Notional Value Fair values December 31, 2008 ( 000) (Rp million) Cross currency swaps USD265, ,798 Interest rate swaps USD575, ,173 Crude oil target redemption swaps 2,640 barrels 904,046 Total 1,927,017 Less current portion 337,089 Non-current portion 1,589,928 Cross currency swaps The cross currency swaps require periodic exchange of payments based on the Rupiah and US Dollar notional interest amounts and final exchange or net settlement of the notional amounts on the maturity of the contracts. The cross currency swaps which remain outstanding on 31 December 2008 will mature between June 2009 and July

31 Interest rate swaps The interest rate swaps require periodic exchange of interest on the US Dollar amounts and will mature in January Target redemption swaps The target redemption swaps require periodic exchanges of payments on a notional quantity of crude oil per barrel at each settlement date and will mature between August 2010 and October The derivatives are measured at the present value of future cash flows estimated and discounted based on applicable yield curves for the duration of the instruments. The interest rate swaps require periodic exchange of interest on the US Dollar notional amounts. The target redemption swaps require periodic exchanges of payments on a notional quantity of crude oil barrels. DEFFERED GAIN ON SALE AND LEASEBACK TRANSACTION On 31 December 2008, the total long-term deffered gain on sale and leaseback transaction was Rp24,809 million, with the current portion amounting to Rp2,281 million recorded under current liabilities. On 31 December 2008, the Company did not have other obligations or commitments outstanding other than those stated above and disclosed in the consolidated financial statements as well as presented in this prospectus. As from 31 December 2008 up to the date of the Independent Auditors Report and from the date of the Independent Auditors Report up to the effective of the date of Issue of the Prospectus, the Company has not executed and/or withdrawn additional loan, except for the following: a. Loans arising from the Company s normal business activities. b. On 2 January 2009, the remaining credit facility from DnB NOR Bank, ASA and NIBC Bank Ltd. was further increased to reach USD75 million, with Fortis Bank (Nederland) N.V. as an additional lender. The total loan of USD75 million was fully paid in March c. On 20 January 2009, the Company s subsidiary obtained a secured term loan facility from DVB Group Merchant Bank (Asia) Ltd. with a maximum credit of USD25 million. The loan is guaranteed by the Company and secured by the subsidiary s vessels (M.T. Trirasa and M.T. Tridonawati). The facility shall be reduced quarterly by USD1,094 thousand and shall be repaid in its entirety 12 months from the date of initial utilization of the facility. d. On 17 December 2008, the Company s subsidiary obtained a secured junior term-loan facility from Mount Gede LLC with a maximum credit of USD25 million. The loan is secured by vessels owned by the subsidiaries and guaranteed by the Company. The facility shall be reduced by USD5 million at the first payment of installment and shall be repaid in its entirety on or before 31 December In January 2009, a total of USD20 million has been utilized from the loan facility. e. In February 2009, Bank UOB Indonesia approved to review the investment credit facility and extend the Company s working capital credit facility. As a result, the new line of credit is composed of: 1) The Term Loan Facility amounting to USD8,760 thousand, payable in 10 quarterly installments of USD360 thousand and the last installment payment of USD5,160 thousand on maturity in October ) The working capital credit facility, as follows: (a) Short Term Advance I amounting to USD1,500 thousand within the Term Loan Facility above, and (b) Short Term Advance II amounting to Rp150 billion. This credit facility matures in February

32 The loan facilities are secured by a subsidiary's vessel (M.T. Anjani) and the fiduciary assignment of accounts receivable arising from charter revenues for the said vessel from Pertamina. f. In January 2009, the Company has fully repaid its loan to PT Bank Mandiri Tbk. (Persero). g. Additional loan from DVB Group Merchant Bank (Asia) Limited amounting to USD27 million on 23 March h. The modification of the loan from PT Bank Ekspor Indonesia to become long-term loans which will be due in 2014 on 27 March i. In March 2009, the short-term loan facility from Bank Central Asia was modified into loan installment facility and extended until March 2012; j. In April 2009, the Company s subsidiary obtained a loan facility of USD 31.5 million from DNB Nor Bank ASA, Singapore. The loan is paid in 16 quarterly installments until 2013 and secured by subsidiaries vessels (M.T. Gandari, M.T. Gas Bali, M.T. Gerbera and corporate guarantee from the Company and Goldbridge Corporation). k. In May 2009, Company obtained a loan from Bank Mandiri with a maximum amount of Rp500,000 million. This loan is secured by vessels of the Company s subsidiaries and guaranteed by the Company and payable in quarterly installments until December l. In May 2009, Company received proceeds generated from the Bonds Public Offering of PT Berlian Laju Tanker IV in the amount of Rp400,000 million and Sukuk Ijarah II of PT Berlian Laju Tanker in the amount of Rp100,000 million. Considering the Company s financial conditions, the management of the Company believes that the Company has the ability to settle all of its obligations in accordance with their terms. 18

33 IV. MANAGEMENT DISCUSSION AND ANALYSIS 1. GENERAL Established in 1981, the Company and its Subsidiaries are an international liquid cargo shipping company, with operations primarily throughout Asia and the Middle East, as well as Europe. The Company and its Subsidiaries are the largest provider of seaborne transportation of liquid cargoes in Indonesia and one of the largest in the world for chemical tanker segment, both by tonnage and by number of ships. The Company and its Subsidiaries transport primarily the following cargoes: organic and inorganic liquid chemicals, edible or vegetable oils (primarily palm oil), crude oil, refined petroleum products such as lubricating oil, base oil and various additives, liquefied gas such as liquid petroleum gas or LPG, and propylene, ethylene, propane and other petrochemical gases. In 2006, the Company and its Subsidiaries ventured into a new segment, the Floating, Production, Storage and Offloading (FPSO) tanker services. As at 31 December 2008, the Company and its Subsidiaries operated 87 tankers, of which it owned 69 tankers and chartered-in 18 tankers, with total cargo carrying capacity of 2,006,783 DWT. Since 31 December 2008 and up to the date on which this Prospectus was issued, the Company s fleet increased with delivery of 2 additional chemical tankers and sale of 1 chemical tanker. Given these changes, the total capacity of the entire fleet grew to 2,044,933DWT. Up to the time this Prospectus was issued, the Company and its Subsidiaries had 69 tankers and chartered-in 19 tankers, such that the fleet operated by the Company and its Subsidiaries comprised 88 tankers, consisting of 62 chemical tankers with capacity ranging between 1,250 DWT and 32,696 DWT; 14 oil tankers of between 3,557 DWT up to 154,970 DWT; 11 gas tankers sized between 3, cubic meters ( CBM ) and 1 FPSO tanker with 60,874 DWT capacity. The Company divides its operations into segments based on the type of business/ type of vessel the Company uses to transport different products: chemical tankers, oil tankers, gas tankers and FPSO tankers. In addition to these segments, the Company derives a small amount of revenue from the receipt of agency fees and storage fees. Chemical Tankers. On 31 December 2008, the Company operated 61 chemical tankers, of which it owned 44 and chartered-in 17. The aggregate tonnage capacity of its chemical tanker fleet as at 31 December 2008 was 960,086 DWT. From 31 December 2008 up to the date of issue of this Prospectus, the Company has received delivery of 2 chemical tankers, expanding its aggregate tonnage capacity to 998,236 DWT. The Company had 10 newbuild chemical tankers on order with total capacity of 190,980 DWT, expected to be delivered between 2009 and At present, the chemical tanker fleet is made up of 62 vessels, with a total capacity of 998,236 DWT. Oil Tankers. As at 31 December 2008, the Company operated 14 oil tankers, of which it owned 13 tankers and chartered-in 1 tanker. At the time this Prospectus was issued, its fleet had an aggregate tonnage capacity of 929,723 DWT. From 31 December 2008 and up to the date of issue of the Prospectus, the Company did not add any oil tankers to its fleet. At present, the Company has no outstanding orders for a new oil tanker. Gas Tankers. On 31 December 2008, the Company operated 11 gas carriers, which were entirely owned by the Company. On 31 December 2008, this fleet had tonnage capacity of 55,626 (56,100 DWT). Up to the date, the Company has made orders for 4 newly-constructed LPG carriers, with total capacity of 17,000 CBM (17,800 DWT) to be delivered between 2009 and At the time when this Prospectus was issued, the Company operated 11 gas tankers, having total capacity of 55,626 CBM (56,100 DWT). Moreover, on 31 December 2008, the Company operated 1 FPSO tanker owned by the Company with tonnage capacity of 60,874 DWT. Since 31 December 2008 and up to the date of issue of the Prospectus, the Company has not added new FPSO tanker into its fleets. Currently, the Company is pursuing a number of bids for FPSO project. In the event that the Company successfully wins these transactions, then the Company plans to change/convert a number of selected tankers into FPSO tankers to execute these contracts. 19

34 2. ACTORS AFFECTING OPERATIONAL RESULTS The Company s results of operations are affected by various factors principally by overall market conditions in the liquid cargo shipping industry, including availability of and demand for vessels, which determines freight rates, as well as by the number of tankers owned and the make-up of the Company s fleet, by the utilisation rates of those tankers, by total costs for operations, in particular fuel costs and depreciation, by the market value of our vessels, by foreign exchange rates, and by the tax regimes governing our business. Economic and Market Conditions The shipping industry plays an important role in international trade, and it is the only viable transportation alternative for selected types of commodities, particularly bulk commodities, which are transported in large quantity or volume. Given the particular characteristics of this industry, it is extremely susceptible to growth of international trade and global economies. In general, world s average GDP growth from 2004 to 2007 was adequately sound at 5% per annum. The Asian region recorded the highest growth, generating an average of 8.97% per annum with a double digit rate of 10.3% achieved in Growth for this region was mostly supported by contribution from China and India, which respectively recorded average growth rate of 11.27% and 8.8% per annum for the period of The favorable global economic growth during the period was conducive to oil consumption, driving demand for oil by an average increase of 4.5% per annum over the period This rising trend indicates a relatively strong positive correlation between the global economic conditions and demand for oil. In 2008, the world GDP growth suffered on the back of the global crisis, which was initiated by a financial crisis in the United States. In 2008, the world s GDP growth declined to 3.5%, and major economic powerhouses as France, England and Japan only registered GDP growth rate below 1% for the year. Nevertheless, the Middle East recorded a significant growth of 6.4%, or higher than its achievement of 5.9% in 2007, reflecting the impacts from the significant rise in oil prices throughout Drewry Shipping Consultants Ltd estimates that the world economy will expand by 0.5% in 2009, while developed countries will experience a negative growth of 1.9%. In contrast, Asia and the Middle East will maintain positive growth figures though lower than those achieved in China is projected to retain 7.5% growth for the year and the Asian region (except Japan) will grow by 5.2%. The present global condition will ultimately affect demand of cargo space and tariffs. However, some regions with positive economic growth still present attractive expansion opportunities for the shipping industry. 1 The liquid cargo shipping industry is affected by market conditions that are often outside the control of individual shipping company. As one of the significant players in the liquid cargo shipping industry, the Company s results of operations may fluctuate significantly based on factors such as general global economic conditions, the supply and demand for liquid cargo shipping and the broad cyclicality of the shipping industry. The shipping of chemicals, oil and gas makes up the substantial majority of the Company s operations. The market for the transportation of chemicals, oil and gas has historically been volatile, as global demand for these products fluctuates. Demand for oil, chemicals and gas is driven in large part by and generally follows global patterns of economic development, growth and activity. Changes in demand for the shipping of oil, chemicals and gas, are influenced by, among other factors, changes in global oil and gas production and the related changes in oil and gas prices, export and import levels in the world oil trade, worldwide demand for energy products, in particular petroleum and petroleum-related products, fluctuations in the levels of global and regional trade and output, currency exchange rates, oil and gas inventory levels, particularly in importing countries, and changes in the regulatory regimes governing vessels and shipping. Over the past several years, global demand for the shipping of oil, chemicals and gas has risen steadily. According to Drewry, the shipping of liquid cargo made up approximately 45.00% (3,780 million tonnes) of all seaborne trade in Seaborne trade of chemicals has risen by approximately 16% since 2003, from approximately 144 million tons to 168 million tons in Demand for oil tankers, meanwhile, has increased 1 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information. 20

35 from 250 million DWT in 2003 to 377 million DWT in 2008, increased 50.8%. In the gas sector, demand has risen from approximately 70.7 million tons for shipping of LPG, ammonia and petrochemical gases in 2000 to 83.3 million tons in The success of the liquid cargo shipping segment is affected by the ability of shipping companies to read the market conditions and optimize their own fleets by either by commissioning new ships or re-activating previously idle ships or offset by the scrapping of older vessels. Charter rates will increase once shipping companies have exhausted the capacity of their existing fleet. Inversely, an oversupply of vessels will bring freight rates down. The Company believes that the market participants who are best able to survive in an environment of low freight rates are those with a diversified vessel and product portfolio, a high percentage of long-term charter contracts, and sufficient liquidity and flexibility in their cost structure. As the demand for liquid cargo shipping reaches the limits of available supply, charter rates will increase sharply. Accordingly, when the surplus of available tonnage is low, a relatively small increase in demand can cause freight rates to increase sharply. When the surplus of available tonnage is high, on the other hand, charter rate increases will be relatively small, even with a large increase in demand. In addition, the shipping industry is highly competitive and has barriers to entry that are capital intensive but otherwise low. During an upturn in demand, there are likely to be a number of new market entrants. However, these new players are actually part of or affiliated to existing major players. Therefore, the Company assumes that there is no change in the competition within the industry. Based on historical trends, at a time when the maritime transportation service industry demonstrates a strong global growth or there is a shift from some transportation modes to maritime transportation, hence making the existing capacity inadequate; then the market will strengthen with rising freight rates. However, in the event of continued capacity expansion to an extent exceeding the demand, then the industry will be highly sensitive if the economic condition deteriorates. In general, technology and market demographic conditions do not undergo significant changes over a short period of time, nor is it common for new services to emerge and serve as substitutes. Since the market tends to be static, consumers are similarly insensitive to changes in the market. Thus, marketing and distribution methods are not modified significantly. In the past few years, supply of liquid cargo vessels increased in response to higher demand. Drewry recorded total capacity of the world s chemical tanker fleet reached 44.2 million DWT in By 2008, total capacity has gone up by 49.18% compared to 2001 with total capacity reaching million DWT. The world s oil tanker fleet also grew by a significant rate, as total capacity in 2008 was registered at million DWT, or higher by 32.5% compared to total capacity available in 2001 of million DWT. At the same time, the world s gas carrier fleet carried total capacity of 14.1 million CBM in 2001 and increased to 18.3 million CBM by The financial performance of the liquid cargo shipping industry has historically been cyclical, with volatility in freight rates due to the fluctuations in the supply of and demand for shipping services explained above. The business cycles of each of the three product markets in which it operates, namely chemicals, oil and gas, do not necessarily correlate with one another. The various shipping routes on which the Company operates and the various products it carries have various degrees of exposure to this cyclicality in freight rates. The Company seeks to manage this exposure by maintaining a balance in our product mix, by maintaining a balance between long-term and spot contracts and by moving our ships to geographic regions where demand is both high and relatively stable. 2 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information. 3 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 21

36 Capacity and Composition of the Company s Fleet The number of vessels in the Company s fleet is the single most important factor that directly affects its results of operations. As the number of vessels in its fleet has increased, the Company s revenues have increased accordingly, as have its voyage expenses and ship operating expenses, albeit in significantly smaller absolute terms. With the additional vessels, the Company has also increased its tonnage capacity. From 1 January 2005 and up to 31 December 2007, the Company s fleet added 34 vessels and increased its aggregate tonnage capacity from approximately 727,169 DWT to 1,878,502 DWT. In 2008, the fleet further expanded by 9 vessels and increased its aggregate tonnage capacity to 2,006,783 DWT consisting of 87 vessels as at 31 December Up to the date of issue of this Prospectus, the Company s fleet increased by 2 chemical tankers and sold 1 chemical tanker resulting in an increase of capacity by 38,150 DWT. The following table presents the growth in the Company s fleet, by business segment, for the last 3 years. Number of Vessels 31 December Number Number Average Average DWT of DWT of DWT Age Age ( 000) Vessels ( 000) Vessels ( 000) (Years) (Years) Average Age (Years) Chemical ,1 7.7 Oil 16 1, , Gas (1) FPSO , Total 59 1, , ,6 87 2, Note: (1) Capacity of gas tankers can be measured in DWT or CBM. In addition to size and capacity, another important characteristic of the Company s fleet is its composition. The Company s fleet includes chemical tankers, crude oil tankers, oil product tankers, gas tankers and an FPSO tanker. As per 31 December 2008, the Company has 4 gas tankers and 11 chemical tankers on purchase order. These vessels differ in size (and therefore tonnage capacity), age, functionality, reliability, reach and usage, as well as in the make-up of their technical specification and equipment. to conform to market demand. The costs of acquiring these vessels, as well as their carrying values once acquired and their continuing maintenance costs, vary in accordance with their characteristics listed above, as do the direct costs of operating each vessel. Similarly, freight rates for the different products that each vessel carries also vary. In addition, the world market for supply and demand for vessels differs by geographic location and by types of products, and therefore also by type and location of different vessels. As a result of all of these factors, the Company expects its profit margins on different types of vessels to fluctuate. The Company seeks to maintain a broad portfolio of different vessels within its fleet and a balance between vessels in its three operating segments in order that it may be able to service those geographic and product markets that it believes will grow and continue to be profitable in the future and in order that the Company may maintain its margins in its shipping operations. The Company owns or charters-in the vessels in its fleet. As at 31 December 2008, the Company owned 69 of the vessels in its fleet and chartered-in 18. The Company assumes all of the direct costs of running the vessels that it owns, in addition to having to make a significant capital investment to acquire each vessel. As at 31 December 2008, from all charetered-in vessels, the Company chartered-in, 7 were bareboat charters, for terms of between 6.5 and 12.5 years, and 11 were time charters with duration between 5 to 10 years. For bareboat charters, the Company assumes all vessel-operating costs as if it owned the vessels, but the Company does not incur any capital costs on the vessels. For the time charters, the only direct costs that it assumes are voyage costs (fuel and port charges), and its investment is limited to the rental charges for the vessel. The Company s margins for operating its own vessels or chartering them in on a bareboat basis are typically higher than its margins for operating time-chartered vessels. 22

37 From an operational perspective, the Company generally favours purchasing vessels or chartering them on a bareboat basis rather than time-chartering them because of the higher margins and control over maintenance, equipment, safety and other aspects of vessel operation and management. With owned and bareboat-chartered vessels, the Company is better able to control its operating expenses than with time charters (which depend on market rates and third party cost structures). The Company seeks to maintain a balance between owned/bareboat chartered vessels and time-chartered vessels that will give the Company the size and flexibility, both from an operational and from a financial perspective, to meet the demands of the market. Freight Rates Freight rates for the marine transportation of liquid cargo differ according to product, type and age of vessel used, length and speed of haul, geographic region and a number of other variables. They are driven largely by the geographic balance of trade, which determines the length of haul required, and by the balance of worldwide vessel supply and cargo demand for a particular product, as described above. Freight rates have a direct and substantial effect on the Company s revenues and profits. A shortage in shipping capacity means not only that the utilisation rate of the Company s vessels will rise, but also that freight rates will increase, thereby raising the Company s average revenues per day. An oversupply of shipping capacity has the opposite effect. In addition, rising freight rates mean that its margins on vessels that the Company has chartered-in at fixed prices for long terms and charter out at higher spot rates will increase. Over the past five years, freight rates generally have increased in the markets for each of our operating segments. In the chemical market, according to Drewry, rates have risen significantly across the Transatlantic routes of both eastbound and westbound. In the past 5 years, spot rates in the eastbound Transatlantic route increased 69.4% and in westbound Transatlantic route increased 24.4%. The increase is a result of a favourable market balance caused by strong demand growth and only moderate increases in vessel supply. Similarly, time charter rates for oil and gas tankers. As a result of the significant demand growth in recent years, many companies have placed orders for new ships, thus causing existing shipyards to operate at their full capacities and therefore there may be a significant increase in the supply of vessels in the market in the next several years. 4 In addition to being driven by market conditions, freight rates also differ depending on the type of charter agreement entered into between the ship owner or operator and the cargo owner or charterer. Under time charters, vessels are chartered to customers for fixed periods of time at rates that are generally also fixed. The charter rate includes all crew-related expenses and other ship operating expenses, but not fuel and port charges, for which the customer pays directly. Under a Contract of Affreightment (COA), the owner of a fleet provides vessel capacity to transport a certain amount of cargo, for a fixed rate, within a specified period from one place to a destination designated by the customer. Spot contracts are contracts for a single voyage that is priced on a current or spot market rate. Under both COAs and spot contracts, the customer pays only a single charter fee, and we pay for fuel and port charges. Some of these costs may be partially passed on to the Company s customers as part of the freight rate under COAs with bunker adjustment clauses and under spot contracts. In a fixed rate arrangement, the Company may benefit from a drop in fuel prices during the life of the contract if the Company can purchase fuel for less than the price for which it was contracted. Conversely, the Company may be adversely affected by a rise in fuel prices if the Company has to purchase fuel for more than the price for which it was contracted. Since the beginning of 2003, the Company has not chartered-out any vessels on a bareboat basis. As a measure of its operational results, the Company subtracts the costs for fuel and port charges from the revenues derived from COAs and spot contracts to arrive at so-called time-charter equivalent (TCE) income. With such measurement, Company can measures all revenues derived from COAs and spot contracts on the same basis as for time charters, where fuel and port charges are excluded, as they are borne directly by the chartering party. See Overview of Revenue and Expenses in this Prospectus. 4 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 23

38 During an upturn in economic conditions, freight rates and margins in the spot market may be substantially higher than the rates negotiated for fixed contracts, due in part to a certain long-term discount built into fixed contracts. On the other hand, fixed contracts provide stable rates that protect the Company against downward pressure on freight rates during a market downturn. Under time charter agreements, rates for capital expenditures (e.g. maintenance) are fixed for the period of the time charter and are determined at the time of entry into the relevant time charter agreement. Time charter rates thus reflect the prevailing spot market rates and expectations of future time charter rates at the time of entry into the relevant time charter agreement. The Company also enters into COAs on fixed rates. As a result, the prevailing spot market rates and expectations of future time charter rates at the time of entry into the relevant COA are also reflected in the rates the Company charges under COAs. From an operational perspective, the Company has historically favoured chartering-out a substantial part of its fleet through fixed contract arrangements. Under these fixed contracts, the Company is better able to manage its expenses and control the flow of its revenues. However, by monitoring developments in the market, the Company seeks to maintain a balance between contract arrangements and opportunities in the more volatile spot market, in order to take advantage of potential increases in freight rates, to maintain the flexibility of its fleet in serving its customers in different locations throughout the world, and to maintain the consistent growth of its revenues. In addition, the spot market provides opportunities for arbitrage between the charter rates the Company pays and those the Company receives. Utilization Rate The Company s revenue depends on the utilisation rate of its vessels. Utilisation rate is the number of days per year during which the Company s vessels are available for operations compared to the number of days during which they are off-hire, due to dry-docking or maintenance and repair. It reflects the extent to which the Company s fleet is available to secure suitable employment during a period that affects its revenues. The fewer days the Company s vessels spend in dry-dock, the higher its revenues, although ensuring proper vessel maintenance requires a certain amount of off-hire time, which should reduce down-time of vessels in the future and prolong their useful life. The utilisation rate of a vessel is affected primarily by its age. In the past three years, the Company s fleet-wide utilisation rate was approximately 95.60% for 2006, 95.10% for 2007 and 96.10% for The following table shows information on ship available days, the utilisation rates per segment and fleet-wide for the periods indicated. Ship available days is the total capacity of the Company s fleet during a period; for one vessel that the Company owns during an entire year, it is 365 days, and it changes as the Company acquires or disposes of vessels. Utilisation rate is the number of ship tradeable days divided by ship available days for a given period. 31 December Ship Available Days Chemical Tankers 12, , ,718.0 Oil Tankers 5, , ,600.0 Gas Tankers 1, , ,665.0 FPSO Total Fleet... 20, , ,954.0 Off-hire days... Chemical Tankers Oil Tankers Gas Tankers FPSO Total Fleet , ,282.4 Ship Tradeable Days... 24

39 Chemical Tankers , , ,9 Oil Tankers , , ,4 Gas Tankers , , ,3 FPSO 142,0 365,0 366,0 Total Fleet... 19, , ,698.6 Utilization Rate Chemical Tankers % 95.8% 96.7% Oil Tankers % 92.0% 91.9% Gas Tankers % 98.1% 95.8% FPSO 38.9% 100.0% 100.0% Total Fleet % 95.1% 95.8% Costs The Company s costs consist primarily of voyage expenses, ship operating expenses and rental charges, depreciation and financial expenses. Voyage expenses have historically been one of the largest components of the Company s costs. The Company pays for voyage expenses whenever it charters-out its vessels on a spot contract or COA basis; when the Company charters out as time charters, the Company does not pay for voyage expenses, as the customer pays for voyage expenses directly. The Company has little or no control over any changes in voyage expenses, as prices for fuel depend on the market and port charges are set by ports. However, under certain of our COA arrangements, the Company may be able to pass part or all of an increase in bunker costs on to the customer, if the arrangement contains fuel adjustment clause. For the Company s owned vessels and those that the Company charters-in on a bareboat basis, the Company incurs significant ship operating expenses, including crew-related expenses and repair and maintenance costs. For vessels that the Company charters-in on a time-charter basis, the owner of the vessels bears the ship operating expenses. For both bareboat and time charters, the Company s costs also include rental the Company pays to the owners of the vessels. Depreciation has historically been the largest component of the costs for the Company s owned vessels. The amount of depreciation that the Company incurs as a cost can vary from year to year, as it depends on the third-party valuations of its vessels, which can fluctuate according to market conditions. See chapter on Significant Accounting Policies - Useful Life and Depreciation of Vessels. in this Prospectus. In addition, the Company s financing costs are significant. The Company incurs financing costs primarily in order to finance the acquisition of vessels for the expansion of its fleet. Taxation The Company holds its vessels through its subsidiaries that own and operate the Company s vessels. These subsidiaries are incorporated in Singapore, Panama, the United Kingdom, Malaysia, the Marshall Islands and Indonesia. The Company s operating subsidiaries in Singapore benefit from certain Singapore tax exemptions and incentives. Other than within the limits of the port of Singapore, Singapore shipping enterprises are exempt from taxation on income derived from: (a) the carriage of goods by and the chartering of sea-going Singaporean ships, as well as towing or salvage operations carried out by Singaporean ships; and (b) the carriage of goods shipped in Singapore by foreign ships, excluding such carriage as arises solely from transshipment from Singapore. The Company s non-singapore shipholding subsidiaries are incorporated in jurisdictions where similar tax exemptions or incentives to those in Singapore exist for shipping companies. If the Singaporean tax regime or the regimes in the other jurisdictions where the Company s shipholding subsidiaries are located were to change, or if the Company were to lose any applicable tax exemptions, the Company would have to seek alternative jurisdictions in which to incorporate its shipholding subsidiaries. The costs associated with such re-incorporations or the Company s inability to incorporate its subsidiaries in jurisdictions with similarly favourable tax treatments could have a material adverse effect on the Company s financial condition and results of operations. 25

40 3. OVERVIEW OF REVENUE AND EXPENSES The Company believes that an important measure for analysing trends in its results of operations is time charter equivalent revenues ( TCE revenues or TCE ) and TCE revenues per ship tradeable day. TCE revenues consist of its shipping revenues (which are its total operating revenues less revenues derived from agency and storage fees) minus voyage costs (which are the costs of fuel and port charges). Under a time charter contract, the chartering party is responsible for paying all voyage costs, whereas under spot contracts and COAs, the Company bears all voyage costs. As a result, subtracting voyage costs from revenues for spot contracts and COAs makes the income from these contracts comparable to that from time charters and gives an indication of the level of income that the Company derives from the actual operation of its vessel. In addition, as freight rates vary for each individual contract based on a number of different variables, TCE income gives some indication of general trends in freight rates. The components of the Company s TCE revenue calculations include the following: Shipping revenues: the Company defines shipping revenues as operating revenues less revenues derived from agency and storage fees. Average number of vessels: the Company defines average number of vessels in a period as the number of vessels owned and chartered-in during that period. Ship available days: the Company defines ship available days as the sum of all of the days during a specified period on which the Company owned each of its vessels. Ship tradeable days: the Company defines ship tradeable days as the number of ship available days during a period, less off-hire days, which are those days in which the vessel is in dry dock for maintenance or repair or is otherwise not capable of being operated. Voyage expenses: voyage expenses consist of fuel costs and port charges. The following table gives an overview, on a group basis and per segment, of the average number of vessels in its fleet, their average age, the Company s TCE revenues per ship tradeable day, and the Company s ship operating expenses per ship available day, based on their respective category and segment for the past three years. 31 December Chemical Tankers: Average Number of Vessels (1) Average Age of Vessels in one Periode (Year) Utilization Rate (2) % 95.8% 96.7% TCE per Day (3) (Rp 000)... 88, , ,943.5 Daily Ship Operating Expenses (4) (Rp 000)... 42, , ,387.1 Oil Tankers: Average Number of Vessels l (1) Average Age of Vessels in one Periode (Year) Utilization Rate (2) % 92.0% 91.9% TCE per Day (3) (Rp 000) , , ,136.3 Daily Ship Operating Expenses (4) (Rp 000)... 40, ,622.2 Gas Carriers: Average Number of Vessels l (1) Average Age of Vessels in one Periode (Year) Utilization Rate (2) % 98.1% 95.8% TCE per Day (3) (Rp 000)... 70, , ,364.0 Daily Ship Operating Expenses (4) (Rp 000)... 10, , ,911.4 FPSO: 26

41 Average Number of Vessels l (1) Average Age of Vessels in one Periode (Year) Utilization Rate (2) % 100.0% 100.0% TCE per Day (3) (Rp 000) , ,691.3 Daily Ship Operating Expenses (4) (Rp 000) Total Fleet: Average Number of Vessels l (1) Average Age of Vessels in one Periode (Year) Utilization Rate (2) % 95.1% 95.8% TCE per Day (3) (Rp 000) , , ,296.3 Daily Ship Operating Expenses (4) (Rp 000)... 39, , ,390.5 Notes: (1) Average of the number of vessels, both owned and chartered-in at the end of each month during the specified period. (2) Utilisation rate is calculated by dividing the number of ship tradeable days in a specified period by the number of ship available days. (3) "TCE per Day " is calculated as (a) revenues and accrued revenues net of voyage expenses and commissions and accrued voyage expenses and commissions divided by (b) the number of ship tradeable days during the specified period. (4) Ship operating expenses per day on our total ship operating expenses divided by ship available days. On the Group level, the Company s daily TCE revenue increased by Rp39.47 million, or up 31.88% from Rp million in 2007 to Rp million in 2008, and previously by Rp5.25 million or 4.42% from Rp118.6 million in 2006 to be Rp123.8 million in These increases were primarily attributable to the increases in the Company s operating revenues resulting from the growth of its fleet, partially offset by increases in its voyage expenses. TCE of total fleet per day Operating Revenues The Company and its Subsidiaries derive substantially their operating revenues from their shipping operations. The Company s revenues comprise revenues from three business segments: chemical, oil and gas. The Company s revenues are driven primarily by the number of vessels in its fleet, the number of days during which the vessels in its fleet operate and the levels of freight rates that its vessels earn under their charter contracts. Since the beginning of 2008, the Company has derived approximately 60% to 80% of its operating revenues from vessels that it owns, and approximately 20% to 40% from vessels that it charters in. The Company also derives a small amount of revenues from agency fees and storage fees, which are accounted for separately and not as part of one of the foregoing three business units of the Company and its Subsidiaries. The following table shows the Company s operating revenues for the past three years by business segment. 27

42 31 December (Rp million) (%) (Rp million) (%) (Rp million) (%) Operating Revenues Chemical 1,594, ,997, ,173, Oil 1,317, ,333, ,351, Gas 148, , , FPSO 100, , Other 2 12, , , Total 3,073, ,641, ,005, Notes: (1) Including revenue from operation of one FPSO tanker starting in August 2006, totaling Rp70,726 million in (2) Consisting of agency and storage fees. Operating Revenues Chart based on business activities The following table provides shipping revenues based on geography of cargo ports for the last three years: 31 December (Rp million) (%) (Rp million) (%) (Rp million) (%) Shipping Revenues Southeast Asia 1,788, ,828, ,879, North Asia 670, , ,296, South Asia and Middle East 535, , ,092, Europe 66, , , Other 13, , ,169, Total 3,073, ,641, ,005, The primary factor driving the Company s revenues is the number of ships in the Company s fleet. For purposes of the Company s fleet-size presentation as of the end or beginning of a financial year, the Company counts vessels whose charter contract expired or that the Company sold effective as of the end of 31 December of a given financial year as disposed of as of 1 January of the following financial year. In 2006, 8 vessels were added to the Company s fleet: i.e. 2 oil tankers by purchase, 1 chemical tanker by purchase, 1 gas tanker by construction and 3 chemical tankers by charter. In addition, the Company has completed change/conversion of one oil tanker into an FPSO tanker. The Company s average number of vessels for 2006 was 56.3 vessels. The total net tonnage capacity gained by the Company during the year through vessel transactions was 221,330 DWT, whereas the total tonnage capacity as at 31 December 2006 was 1,518,487 DWT. 28

43 In 2007, the Company s fleet was expanded by 22 vessels: 1 chemical tanker which was internally constructed, 12 chemical tankers by purchase, 2 gas tankers which were internally constructed, 2 oil tankers by purchase and 5 chemical tankers by charter. The Company also disposed of vessels by selling a total of 3 tankers. The Company s average number of vessels for 2007 was 63.9 vessels. The total net tonnage capacity gained by the Company during the year through vessel transactions was 360,015 DWT, whereas total tonnage capacity as at 31 December 2007 was 1,878,502 DWT. In 2008, the Company s fleet was expanded by 14 vessels: 1 chemical tanker which was internally constructed, 2 gas tankers which were internally constructed, 1 gas tanker by purchase, 2 chemical tankers by finance lease, 7 chartered chemical tankers by direct purchases and 1 chemical tanker by exercise of a finance lease option. The Company also disposed of vessels by selling 1 oil tanker and 4 chemical tankers. The Company s average number of vessels for 2008 was 84.3 vessels. The total net tonnage capacity gained by the Company during the year through vessel transactions was 128,281 DWT, whereas total tonnage capacity as at 31 December 2008 was 2,006,783 DWT. In 2008, the Company derived approximately 81% of its shipping revenues from COAs and spot contracts and approximately 19% from time charters. In 2007 those percentages were approximately 83% and 17%, respectively, and in 2006, approximately 70% and 30%, respectively. Chemical Tankers The Company s operating revenues for the chemical tankers segment are derived from its shipping operations. Changes in revenues are driven in large part by changes in the size of our chemical fleet and by changes in freight rates. Over the past three years, our chemical fleet has grown from an average of 34.3 vessels in 2006 to 38.7 vessels in 2007 to 59.1 vessels in As of 31 December 2008 until the date this Prospectus is published, the Company s chemical fleet had an average of 89 vessels. In 2006, the Company added 4 chemical tankers, for a net gain in capacity of 82,676 DWT. On 31 December 2006, the Company operated a chemical tanker fleet consisting of 36 vessels, of which the Company owned 24 and chartered-in 12 vessels, with an aggregate capacity of 391,569 DWT. In 2007, the Company added 18 chemical tankers for a net gain in capacity of 424,627 DWT. On 31 December 2007, the Company operated a chemical tanker fleet consisting of 54 vessels, of which the Company owned 37 and chartered-in 17 vessels, with an aggregate capacity of 818,196 DWT. In 2008, the Company added 7 chemical tankers, for a net gain in capacity of 143,890 DWT. On 31 December 2008, the Company operated a chemical tanker fleet consisting of 61 vessels, of which the Company owned 44 and chartered-in 17 vessels, with an aggregate capacity of 960,086 DWT. In 2008, the Company derived 93% of its shipping revenues from COAs and spot contracts and approximately 7% from time charters. In 2007, the Company derived approximately 96% of its shipping revenues from COAs and spot contracts and approximately 4% from time charters. In 2006, the Company derived approximately 93% of its shipping revenues from from COAs and spot contracts and approximately 7% from time charters. Oil Tankers The Company s operating revenue for the oil tanker segment is derived from shipping services. Changes in operating revenue are mostly influenced by the number of oil tankers in the fleet and, in a smaller role, movements in freight rates. In the past three years, the Company s oil tanker fleet has grown from 15.7 vessels in 2006 to 16.6 vessels in 2007 and reaching 14.8 vessels in From 31 December 2008 and up to the date of issue of this Prospectus, the average size of the Company s oil tanker fleet is 14 vessels. In 2006, the Company added 2 oil tankers with no reductions made to the fleet, thus gaining net capacity by 133,554 DWT. As at 31 December 2006, the Company operated an oil tanker fleet of 16 vessels, consisting of 15 Company-owned and 1 chartered vessels, with total tonnage capacity of 1,040,880 DWT. In addition, on 31 December 2006, the Company owned and operated 1 FPSO tanker with capacity of 60,874 DWT 29

44 whereby the revenues from this vessel was recorded within its oil tanker business segment. The Company commenced the conversion of an oil tanker into this FPSO tanker in December 2005 and the project was completed by August In 2007, the Company enlarged its oil tanker fleet by adding 2 oil tankers but simultaneously took out 3 oil tankers. Therefore its net capacity dropped by 74,812 DWT. On 31 December 2007, the Company s oil business managed a fleet of 15 vessels, of which 14 were owned by the Company and 1 chartered, carrying total tonnage capacity of 966,068 DWT. On 31 December 2007, the Company also owned and operated 1 FPSO tanker with capacity of 60,874 DWT, and revenue from activities of this vessel was recorded in the Company s oil tanker business. In 2008, the Company reduced its fleet by 1 oil tanker, thus lessening its net capacity by 36,345 DWT. On 31 December 2008, the Company operated a total of 14 oil tankers, with 13 belonging to the Company and 1 chartered, having total tonnage capacity of 929,723 DWT. Moreover, as at 31 December 2008, the Company owned and operated 1 FPSO tanker with capacity of 60,874 DWT. In 2008, the Company derived 60% of the Company s shipping revenues from COAs and spot contracts and approximately 40% from time charter contracts. In 2007, the Company derived approximately 65% of the Company s shipping revenues from COAs and spot contracts and approximately 35% from time charter contracts. Meanwhile for 2006, the Company derived approximately 67% of the Company s shipping revenues from COAs and spot contracts and approximately 33% from time charter contracts. The Company received 100% of revenues for its FPSO tanker from time charter contracts. Gas Tankers The Company s operating revenues in the gas tanker segment are derived from its shipping operations. Changes in revenues are driven in large part by changes in the size of the Company s gas fleet and, to a lesser extent, by changes in freight rates. Over the past three years, the Company s gas fleet has grown from an average of 5.3 vessels in 2006 to 7.7 vessels in 2007 to 9.7 vessels in As of 31 December 2008 until the date of publication of this Prospectus, the average size of the Company s gas fleet was approximately 12.3 vessels. In 2006, the Company added 1 gas tanker and disposed of none, for a net gain in capacity of 5,000 CBM (5,100 DWT). As at 31 December 2006, the Company s gas tanker fleet consisted of 6 vessels, all of which are owned by the Company, with an aggregate capacity of 24,126 CBM (25,164 DWT). In 2007, the Company added 2 gas tanker and disposed of none, for a net gain in capacity of 10,000 CBM (10,200 DWT). As at 31 December 2007, the Company s gas tanker fleet consisted of 8 vessels, all of which are owned by the Company, with an aggregate capacity of 34,126 CBM (35,364 DWT). In 2008, the Company added 3 gas tanker and disposed of none, for a net gain in capacity of 55,626 CBM (56,100 DWT). As at 31 December 2008, the Company s gas tanker fleet consisted of 11 vessels, all of which are owned by the Company, with an aggregate capacity of 55,626 CBM (56,100 DWT). In 2008, the Company derived approximately 75% of its shipping revenues from COAs and spot contracts and 25% from time charters. In 2007, the Company derived approximately 69% of its shipping revenues from COAs and spot contracts and approximately 31% from time charters and in 2006, approximately 66% from COAs and spot contracts and approximately 34% from time charters. Voyage Expenses The Company s voyage expenses consist of the costs of fuel and of port charges. Company s costs of fuel depend primarily on the size of the Company s fleet, as well as on the price of fuel in the open market. Fuel costs include costs for marine fuel oil and for marine gas oil. The Company uses marine fuel oil in the main engines of our vessels and marine gas oil in the auxiliary engines. Approximately two-thirds of fuel used by the Company is marine fuel oil, and one-third is marine gas oil. Port charges include the fees that the ports in which the Company s vessels call charge the Company, as well as passing charges through canals. The Company s expenses for port charges depend primarily on the 30

45 size of the Company s fleet and the resultant number of port calls by the Company s vessels. To a lesser extent, port charges also depend on the average amount of port charges per port call. In 2007, the Company s average port charges per port call increased, as the Company entered more ports in Europe and the Middle East, where port charges are generally higher than in Asia, and as they passed more frequently through the Suez Canal, where passing charges are high. The Company incurs voyage expenses only when the Company charters out its vessels under spot contracts and COA arrangements, but not under time charters. As a result, the Company s voyage expenses will fluctuate depending on the percentage of vessels that operate under each different type of contract. Charter Expenses Charter expenses are the rental costs the Company incurs for chartering-in vessels from third parties. Over the past three years, all except for one of its chartered-in vessels (which is an oil tanker vessel) have been chemical tankers. The average number of chemical tankers the Company chartered-in was 10.8 in 2006, 12.4 in 2007 and 20 in The Company has chartered in one oil tanker for the past three years. Ship Operating Expenses Ship operating expenses are the costs incurred by the Company for running its vessels. These costs consist of the following: salaries for its vessel crew; costs for repair and maintenance of its vessels, both routine and extraordinary, as well as for spare parts; insurance costs; costs for voyage supplies and transportation costs for transporting spare parts to vessels in transit; meal allowances for its crew; costs for document processing, and costs of lubricants for vessel engines. The relative contribution of the Company s business segments to the Company s ship operating expenses depends primarily on the different sizes and ages of its chemical tanker, oil tanker and gas tanker fleets, as well as on the different cost bases for chemical, oil and gas tankers. In the years 2008, 2007 and 2006, the ship operating expenses for the chemical tanker segment accounted for approximately 14.31%, 20.75% and 16.01% respectively, and for the oil tanker segment accounted for approximately 21.45%, 20.78% and 17.61% respectively; while for the gas tanker segment accounted for approximately 31.88%, 38.15% and 29.91% respectively. Depreciation The Company lists depreciation charges incurred on the cost of its owned vessels as a separate line item. Depreciation is the largest component of the Company s costs for running its owned vessels. The Company depreciates the cost of vessels on a straight-line basis over the estimated useful life of each vessel, between 5 to 25 years. Depreciation is based on the cost of a vessel less its estimated residual value. It can vary from year to year, as it is based in part on valuations from a third party. In 2008, 2007 and 2006, the Company incurred Rp981,583 million, Rp507,676 million and Rp392,829 million in depreciation charges, respectively. 31

46 General and Administrative Expenses The Company s general and administrative expenses consist primarily of salaries for the Company s onshore personnel, office expenses for the Company s offices in 14 different cities throughout Asia and in Europe and the Middle East as at 31 December 2008 (including certain expenses related to the opening of our marketing offices, most recently in Sao Paulo, Brazil), professional fees for financial and legal advisers and consultants, marketing expenses, telecommunication charges, bank charges, transportation costs, depreciation of office equipment as well as expenses for pension benefits, company representative functions and training and education. Salaries are the largest component of the Company s general and administrative expenses. They include wages, social security payments and pension payments for Company s onshore personnel (primarily administration and management), as well as onshore crew who are being paid as onshore personnel. Salaries for onshore employees have totalled less than one-third of the Company s total salaries over the past three years. Net Finance Costs and Other Costs The Company s net financial and other items include gains or losses from foreign exchange, gains or losses from swap transactions, equity in net earnings of associated companies, investment income, finance costs and other miscellaneous gains or losses. The largest component of net financial and other items is finance costs that the Company incurs in order to finance the acquisition of vessels for the expansion of the Company s fleet. These finance costs consist primarily of interest payments on bank loans, as well as, to a lesser extent, of interest payments on the Company s outstanding bonds. Over the past three years, the Company s finance costs have increased substantially, in line with the increased number of acquisitions that the Company has undertaken to expand its fleet. Tax Expense The Company s operating subsidiaries generally benefit from certain tax exemptions and benefits. See the section of Taxation above. In the last three years, the Company s tax expenses have not been significant and for the year 2008 amounting to no more than Rp9,849 million. The largest component of the Company s taxes payable is the value added tax, which is passed through directly to its customers and does not appear as a component of the Company s income statement. 4. RESULTS OF OPERATIONS The table below provides operating revenues, operating expenses and other accounts which were derived from the consolidated financial statements of the Company and its Subsidiaries as have been audited by Public Accountant Office of Osman Bing Satrio & Rekan for the years ended 31 December 2008 and 2007, and consolidated financial statements of the Company and its Subsidiaries as have been audited by Public Accountant Office of Osman Ramli Satrio & Rekan for the year ended 31 December 2006, with unqualified opinion. This table presents the audited figures and, for purposes of analysis, percentages relative to operating revenues. 31 December (Rp million) (%) (Rp million) (%) (Rp million) (%) Operating Revenues Chemical... 1,594, ,997, ,173, Oil... 1,317, ,333, ,351, (1) Gas , , ,

47 FPSO , , Others ( 2)... 12, , , Total... 3,073, ,641, ,005, Voyage Expenses... (757,646) (24.6) (932,931) (25.6) (2,248, ) Operating Revenues after Voyage Expenses... 2,316, ,708, ,757, Charter Expenses... (269,153) (8,8) (269,784) (7.4) (357,650) (5.1) Ship Operating Expenses Chemical... (255,413) (8.3) (414,459) (11.4) (740,110) (10.6) Oil... (232,050) (3) (7.6) (277,268) (7.6) (290,007) (4.1) Gas... (44,402) (1.4) (75,989) (2.1) (115,375) (1.6) FPSO... (26,574) (0.7) (28,689) (0.4) Total... (531,866) (17.3) (794,290) (21.8) (1,174,18 (16.8) 1) Vessel Depreciation... (392,829) (12.8) (507,676) (13.9) (981,583) (14.0) Gross Profit... 1,122, ,137, ,243, General and Administrative (175,901) (5.7) (239,021) (6.6) (351,819) (5.0) Expenses... Income Before Finance and Other Charges , , ,891, Finance and Other Income 267, (129,989) (3.6) (324,103) (4.6) (Charges) -Net Income Before Tax... 1,214, , ,567, Tax Expense... (8,756) (0.3) (9,100) (0.3) (9,849) (0.1) Net Income for the Current Year.. 1,205, , ,557, Notes: (1) Including revenue from operation of one FPSO tanker since August 2006, in the amount of Rp70,726.1 million for (2) Including agency and storage fees. (3) Including expenses from operation of one FPSO tanker since August 2006, in the amount of Rp10,036.2 million in Chart operating revenue, gross profit, net income for the current year 33

48 Year Ended 31 December 2008 Compared to Year Ended 31 December Operating Revenues Operating Revenue. Consolidated operating revenues generated by the Company and its Subsidiaries increased by Rp3,364,078 million or 92.37% from Rp3,641,773 million in 2007 to Rp7,005,851 million in This increase was primarily attributable to an increase in freight rates, particularly for chemical tankers. The average fleet managed by the Company and its Subsidiaries was bigger from only 63.9 vessels in 2007 to 84.5 vessels in 2008, hence increasing the Company s total tonnage capacity by as much as 204,981 DWT from 1,878,502 DWT on 31 December 2007 to 2,083,483 DWT on 31 December Chemical Tankers. The Company s operating revenues derived from the chemical tanker segment increased by Rp3,176,403 million or approximately % from Rp1,997,253 million in 2007 to Rp5,173,656 million in This increase was primarily attributable to the growth of the Company s chemical tanker fleet from an average of 38.7 vessels in 2007 to 59.1 vessels in Oil Tankers. The Company s operating revenues from the oil tanker segment increased by Rp17,741 million, or up 1.31%, from Rp1,333,994 million in 2007 to Rp1,351,735 million in This increase was primarily attributable to the improved exchange rate of the USD against the Rupiah. Gas Tankers. The Company s operating revenues from the gas tankers segment increased by Rp162,667 million or 81.67%, from Rp199,182 million in 2007 to Rp361,849 million in This increase was primarily attributable to an increase in the average number of gas tankers in the Company s fleet from 7.7 vessels in 2007 to 9.7 vessels in Voyage Expenses The Company s total voyage expenses increased by approximately Rp1,315,773 million or % from Rp932,931 million in 2007 to Rp2,248,704 million in This increase was primarily attributable to an expansion in the Company s fleet as well as cargo routes. With the growth in the number of vessels in the Company s fleet, there were higher expenses for both fuel costs and port charges, thus forcing an overall significant increase in voyage expenses. Charter Expenses The Company s charter and rental expenses increased by Rp87,866 million or 32.57% from Rp269,784 million in 2007 to Rp357,650 million in This increase was attributable to the increase in average number of chemical tankers chartered-in by the Company to 20 vessels in 2008 and one oil tanker. Ship Operating Expenses Ship operating expenses of the Company and its Subsidiaries increased by Rp379,891 million or 47.83% from Rp794,290 million in 2007 to Rp1,174,181 million in This increase was primarily attributable to the increase of salaries corresponding to the growth in the number of vessels and commercial routes in the Company s fleet, hence resulting in the increase of total remuneration for ship crews, as well as spare parts costs in relation to the docking schedule of several large vessels owned by the Company during The average number of the Company s entire fleet expanded from 63.9 vessels in 2007 to 84.5 vessels in 2008, which was another factor contributing to the increase in ship operating expenses incurred by the Company. Also, the Company added to its fleet a number of large vessels, which require relatively higher operating expenses compared to the operating expenses for smaller vessels. Furthermore, lubricant costs also increased in line with the upward movement of oil prices. Chemical Tankers. Ship operating expenses for the Company s chemical tanker segment increased by Rp325,651 million or 78.57% from Rp414,459 million in 2007 to Rp740,110 million in The increase was attributable to the overall increase of operating expenses corresponding to the increase in the average number of vessels in the Company s chemical tanker fleet from 38.7 vessels in 2007 to 59.1 vessels in The highest increase of operating expense for the chemical tankers was salaries in the amount of Rp164,862 million. In addition, costs for spare parts increased by Rp38,099 million, lubricant Rp19,335 million, repairs 34

49 and maintenance Rp18,586 million; transportation, insurance and crew meal allowance increased by Rp19,068 million, Rp18,251 million, Rp10,440 million respectively; and document processing costs increased by Rp9,093 million. Oil Tankers. Ship operating expenses for the Company s oil tanker segment, including one FPSO tanker, increased by Rp14,854 million or 4.89%, from Rp303,842 million in 2007 to become Rp318,696 in This increase was primarily attributable to increases in salaries, spare parts, supplies, crew meal allowance and others in 2008, respectively by Rp4,615 million, Rp12,699 million, Rp644 million, Rp1,868 million and Rp15,874 million. Gas Tankers. Ship operating expenses for the Company s gas tanker segment increased by Rp39,386 million or 51.83%, from Rp75,989 million in 2007 to Rp115,375 million in The increase was due to the overall increase of the operating expense corresponding to the growth in the average number of vessels in the Company s gas tanker fleet from 7.7 vessels in 2007 to 9.7 vessels in The highest increase for gas tanker operating expenses was for salaries, by Rp18,363 million. There was also increase in costs for repairs and maintenance of Rp3,266 million, insurance Rp2,701 million, spare parts rose by Rp1,853million, lubricants Rp3,097 million, transportation Rp1,436 million, crew meal allowance Rp1,428 million and document processing costs increased by Rp122 million. Vessel Depreciation Depreciation increased by Rp473,907 million or 93.35% from Rp507,676 million in 2007 to Rp981,583 million in This increase was primarily attributable to an increase in the average number of tankers in the Company s fleet from an average of 63.9 vessels in 2007 to an average of 84.5 vessels in 2008 and an increase in the market value of the Company s vessels. Depreciation for the Company s chemical tanker fleet increased by Rp434,540 million due to the growth of the Company s fleet in this segment, with the average number of tankers increased from an average of 38.7 vessels in 2007 to an average of 59.1 vessels in 2008 and an increase in the fair market value of the vessels in the fleet. Depreciation for the Company s oil tanker segment fleet also increased by Rp23,165 million, a part of the increase was partially offset by a decrease in the fair market value of the oil tanker fleet. Depreciation for the gas tanker segment increased by Rp16,202 million in line with the growth of the gas tanker fleet with an average of 7.7 vessels in 2007 and increased to 9.7 vessels in 2008 and an increase in the fair market value of gas tankers in the fleet. Gross Profit Gross profit of the Company and its Subsidiaries increased by Rp1,106,641 million or 97.32%, from Rp1,137,092 million in 2007 to Rp2,243,733 million in 2008, primarily attributable to the expansion in the number of vessels in the Company s fleet as mentioned above. In addition, freight rates for vessels chartered out to third parties were generally increased, particularly for the oil tanker segment, although such increase was followed by increase in expenses, particularly ship operating expenses and voyage expenses, which rose as a result of the growth of the Company s fleet. Chemical Tankers. As a result of the cumulative effect of the trends in operating revenues, voyage expenses, charter expenses, ship operating expenses and vessel depreciation as described above, gross profit from the chemical tanker segment increased by Rp1,009,560 million or % from Rp582,692 million in 2007 to Rp1,592,252 million in Oil Tankers. As a result of the cumulative effect of the trends in operating revenues, voyage expenses, charter expenses, ship operating expenses and vessel depreciation described above, gross profit from the oil tanker segment, including results from the operation of one FPSO tanker, increased by Rp16,015 million or 3.33% from Rp480,822 million in 2007 to Rp496,837 million in Gas Tankers. As a result of the cumulative effect of the trends in operating revenues, voyage expenses, charter expenses, ship operating expenses and vessel depreciation described above, gross profit from the gas tanker segment increased by Rp80,058 million or % from Rp62,275 million in 2007 to reach Rp142,333 million in General and Administrative Expenses 35

50 General and administrative expenses of the Company and its Subsidiaries increased by Rp112,798 million or 47.19% from Rp239,021 million in 2007 to Rp351,819 million in This increase was primarily attributable to increase in salaries by approximately Rp69,348 million due to a general increase of salaries for employees as well as increase of the Company s employees. In addition, as a normal consequence of the Company s business expansion, office and transportation expenses increased by Rp21,207 million and Rp12,881 million respectively, and affected by the increase in representation, depreciation, post-employment benefits, telecommunication and others, each of these increased respectively by approximately Rp3,667 million, Rp2,446 million, Rp848 million, Rp634 million and Rp11,634 million. Finance and Other Income (Charges) Given the change in fair value of convertible bonds and notes payable and gain on sale of vessels and equipment, which increased respectively by Rp2,582,223 million and Rp892,112 million, as well as finance costs on bank loans, conventional bonds, syari ah mudarabah bonds, suku ijarah bonds, derivatives and finance lease which increased by Rp2,297,850 million in 2008, the Company s other charges rose by Rp194,114 million or 149,33% from Rp129,989 million in 2007 to Rp324,103 million in Income Before Tax As a cumulative effect of various factors and reasons as mentioned above, the Company s income before tax increased by Rp799,729 million or % from Rp768,082 million in 2007 to Rp 1,567,811 million in Tax Expense The Company s tax expense increased by Rp749 million or 8.23% from Rp9,100 million in 2007 to Rp9,849 million in 2008 due to higher revenues earned by the Company from its business in Indonesia. Net Income for the Current Year As a cumulative effect of various factors and reasons as mentioned above, the Company s net income for the current year increased by Rp798,980 million or % from Rp758,982 million in 2007 to Rp1,557,962 million in Year Ended 31 December 2007 Compared to Year Ended 31 December 2006 Operating Revenues Operating Revenues. Consolidated operating revenues recorded by the Company and its Subsidiaries increased by Rp567,986 million or approximately 18.48% from Rp3,073,788 million in 2006 to Rp3,641,773 million in The average fleet managed by the Company and its Subsidiaries grew from 56.3 vessels in 2006 to 63.9 vessels in 2007, hence increasing the Company s total tonnage capacity by 360,015 DWT from 1,518,487 DWT on 31 December 2006 to 1,878,502 DWT on 31 December Chemical Tankers. The Company s operating revenues derived from the chemical tanker segment increased by Rp402,312 million or 25.22% from Rp1,594,941 million in 2006 to Rp1,997,253 million in This increase was primarily attributable to the growth of the Company s fleet and favorable market conditions. Oil Tankers. Operating revenues earned by the Company from the oil tanker segment increased by Rp116,422 million or 8.84%, from approximately Rp1,317,613 million in 2006 to Rp1,434,035 million in This increase was primarily attributable to the Company s expanded fleet and growth in demand of oil from industries. Gas Tankers. The Company s operating revenues from the gas tankers segment increased by Rp50,705 million or 34.15%, from approximately Rp148,477 million in 2006 to Rp199,182 million in The increased was primarily attributable to a significant growth in the Company s fleet, with added capacity of 331,500 CBM. 36

51 Voyage Expenses The Company s total voyage expenses increased by approximately Rp175,285 million or 23.14% from approximately Rp757,646 million in 2006 to Rp932,931 million in The increased was primarily attributable to the Company s an expansion in the Company s fleet and cargo routes. Charter Expenses The Company s charter and rental expenses increased by Rp631 million or 0.23% from approximately Rp269,153 million in 2006 to Rp269,784 million in This increase was due to the increase in average number of chemical tankers chartered-in by the Company. Ship Operating Expenses Ship operating expenses incurred by the Company and its Subsidiaries increased by Rp262,423 million in 49.34% from Rp531,866 million in 2006 to Rp794,290 million in This increase was primarily attributable to the increase of salaries corresponding to the growth in the number of vessels and commercial routes of the Company s fleet, hence resulting in the increase of total remuneration for ship crews, as well as spare parts costs pertaining to the docking schedule of several large vessels owned by the Company in The average number of vessels in the Company s entire fleet grew from 56.3 vessels in 2006 to 63.9 vessels in 2007, making this a contributing factor for the increase in the ship operating expenses incurred by the Company. Moreover, the Company added to its fleet a number of large-sized tankers, which requires relatively higher operating expenses compared to the operating expenses for smaller vessels. In addition, lubricant costs also increased, along with the upward movement of oil prices. Chemical Tankers. Ship operating expenses for the Company s chemical tanker segment increased by Rp159,046 million or approximately 62.27% from Rp255,413 million in 2006 to Rp414,459 million in This increase was attributable to the overall increase of the operating costs corresponding to the increase in the average number of vessels in the Company s chemical tanker fleet. Oil Tankers. Ship operating expenses for the Company s oil tanker segment, including one FPSO tanker, increased by Rp71,791 million or 30.94%, from approximately Rp232,051 million in 2006 to Rp303,842 million in This increase was primarily due to increases in salaries, spare parts costs, supplies, crew meal allowance and others. Gas Tankers. Ship operating expenses for the Company s gas tanker segment increased by Rp31,587 million or 71.14%, from Rp44,402 million in 2006 to Rp75,989 million in The increase was primarily due to the overall increase in the operating expenses corresponding to the growth in the average number of vessels in the Company s gas carrier fleet. Vessel Depreciation The Company s depreciation costs increased by Rp114,847 million or 29.24% from about Rp392,829 million in 2006 to Rp507,676 million in This was primarily attributable to the growth in the average number of tankers in the Company s fleet. Gross Profit Gross profit of the Company and its Subsidiaries increased by Rp14,799 million or approximately 1.32% from approximately Rp1,122,293 million in 2006 to Rp1,137,092 million in 2007, primarily due to the expansion in the number of vessels in the Company s fleet as described above. In addition, freight rates for ships chartered out to third parties were generally increased, particularly for the oil tanker segment, although such increase was followed by increase in parts of expenses, particularly ship operating expenses and voyage expenses, which rose as a result of the growth of the Company s fleet. Chemical Tankers. As a result of the cumulative effect of the trends in operating revenues, voyage expenses, rental, ship operating expenses and vessel depreciation, gross profit from the chemical tanker 37

52 segment increased by Rp140,194 million or approximately 31.68% from approximately Rp442,498 million in 2006 to approximately Rp582,692 million in Oil Tankers. As a result of the cumulative effect of the trends in operating revenues, voyage expenses, rental, ship operating expenses and vessel depreciation, gross profit from the oil tanker segment, including results from the operation of one FPSO tanker, decreased by Rp122,202 million or decreased by approximately 20.26% from approximately Rp603,024 million in 2006 to approximately Rp480,822 million in Gas Tankers. As a result of the cumulative effect of the trends in operating revenues, voyage expenses, rental, ship operating expenses and vessel depreciation, gross profit from the gas carrier segment decreased by Rp1,740 million or approximately 2.72% from approximately Rp64,015 million in 2006 to approximately Rp62,275 million in General and Administrative Expenses General and administrative expenses of the Company and its Subsidiaries increased by Rp63,120 million or 35.88% from approximately Rp175,901 million in 2006 to Rp239,021 million in The increase was primarily attributable to increase in salaries due to a general increase in salaries for employees as well as increase of the Company s employees. Income before Finance and Other Charges As a result of the change in fair value of convertible bonds from notes payable and gain on sale of fixed assets, which increased, then income before finance cost and other charges of the Company decreased by Rp48,321 million or approximately 5.11% from approximately Rp946,392 million in 2006 to approximately Rp898,071 million in Income Before Tax As a cumulative effect of various factors and reasons as mentioned above, the Company s income before tax decreased by Rp445,954 million or approximately 36.73% from approximately Rp1,214,036 million in 2006 to approximately Rp768,082 million in Tax Expense The Company s tax expense increased by Rp344 million from approximately Rp8,756 million in 2006 to Rp9,100 million in 2007, due to higher revenues generated by the Company from its businesses in Indonesia. Net Income for the Current Year As a cumulative effect of various factors and reasons as mentioned above, the Company s net income for the current year decreased by Rp446,298 million or approximately 37.03% from approximately Rp1,205,280 million in 2006 to approximately Rp758,982 million in ASSETS, LIABILITIES AND EQUITY Assets The Company s assets for the year ended 31 December 2008 amounted to Rp24,976,324 million or increased by Rp4,307,699 million or 20.84% if compared to those recorded in 2007 of Rp20,668,625 million. The growth in assets was primarily due to acquisitions of fixed assets. Such acquisition of fixed assets was necessary to support the increase in the Company s operational activities. The Company s assets for the year ended 31 December 2007 amounted to Rp20,668,625 million or increased by Rp12,462,669 million or % if compared to those recorded in 2006 of Rp8,205,956 38

53 million. The growth in assets was primarily due to acquisitions of fixed assets. Such acquisition of fixed assets was necessary to support the increase in the Company s operational activities. Liabilities For the year ended 31 December 2008, total liabilities amounted to Rp19,078,836 million or increased by Rp1,725,792 million or 9.94% compared to 2007 of Rp17,353,044 million. The accounts which increased included particularly bank loans and convertible bonds. Liabilities for the year ended 31 December 2007 amounted to Rp17,353,044 million, increased by Rp12,278,247 million or % compared to 2006 of Rp5,074,797 million. The increase was due to increase in funds from bank loans, bonds and notes payable. Equity Equity for the year ended 31 December 2008 amounted to Rp5,897,488 million, increased by Rp2,581,907 or 77.87% as compared to 2007 of Rp3,315,581 million. The increase was due to increase of retained earnings derived from net income in 2007 deducted by payment of cash dividends and increase in difference in exchange rates due to the publication of financial reports. Equity for the year ended 31 December 2007 amounted to Rp3,315,581 million, increased by Rp184,422 million or 5.89% compared to 2006 of Rp3,131,159 million. The increase was due to increase of unappropriated retained earnings in Chart of Asset, Obligation and Equity 6. FINANCIAL RATIO Description PROFITABILITY RATIO (%) Net Income to Operating Revenue Net Income to Average Assets Net Income to Average Equity FINANCIAL RATIO (%) Current Ratio Debt to Asset Ratio Debt to Equity Ratio

54 Ratio of Net Income to Operating Revenues For the year ended 31 December 2008, the ratio of Net Income against Operating Revenues is 22.2% which increased compared to the ratio for the year ended 31 December 2007, of 20.8%. This increase is attributable to the increase in the freight rates of vessels that operate in the spot market, especially chemical tanker vessel fleets. For the year ended 31 December 2007, the ratio of Net Income against Operating Revenues experienced a decrease compared to the ratio for the year ended 31 December 2006, that is, from 39.2% to 20.8%. This is attributable to the increase in fuel rate as well as vessel maintenance, which increased substantially in In addition, the fair value on derivative transactions, which was positive in 2006 turned negative in All these resulted in an increase in financial costs, which have the effect of reducing the Company s Net Income. Ratio of Net Income To Average Asset For the year ended 31 December 2008, the ratio of Net Income against Average Asset is 6.8% which from decreased slightly the ratio for year ended 31 December 2007 of 7.3%. This is attributable to the impairment of the Company s asset that is in the form of vessels. In addition, the Company also added a number of vessels in 2008, which vessels have not contributed to the Company s Net Profit. For the year ended 31 December 2007, the ratio of Net Income against Average Equity experienced a significant decrease compared to the ratio for the year ended 31 December 2006, that is, from 29.4% to 7.3%. This decrease is attributable to a significant increase in the amount of Asset at the end of 2007 due to the Company s acquisition of Chembulk Tankers LLC. The acquired vessels have not, at all, made any contribution to the Company s Net Income. Ratio of Net Income To Average Equity For the year ended 31 December 2008, the ratio of Net Income against Average Equity is 33.8% which decreased slightly from the ratio for the year ending 31 December 2007 which is 45.8%. The slight decrease is attributable, among others, to the impairment of the Company s Asset, specifically that in the form of vessels, due to the financial crisis which started at the end of In addition, the strengthening of the Japanese Yen against the US Dollars further increased the losses incurred from the foreign exchange rates, which arise from the Company s bonds in Japanese Yen. These two factors brought about a negative effect to the Company s Net Income which, in the overall, is greater than the increase in Equity in that year. For the year ended 31 December 2007, the ratio of Net Profit against Average Equity experienced a significant decrease compared to the ratio for the year ended 31 December 2006, that is, from 77.0% to 45.8%. The decrease is attributable to the decrease in the Company s Net Income in This is due to the derivative transactions, which turned from being positive in 2006 to being negative in In addition, there was also an increase in the interest of loan which arises from the issuance of notes payable in Ratio of Total Current Asset to Current Liabilities For the year ended in 31 December 2008, the ratio of Total Current Assets against Current Liabilities slightly increased to 71.4% from the 69.7% in the year ended 31 December This is attributable to the fact that a number of short-term debts of the Subsidiaries have been paid off. For the year ended 31 December 2007, the ratio of Total Current Assets against Current Liabilities experienced a significant decrease compared to the ratio for the year ended 31 December 2006, that is, from 153.3% to 71.4%. The decrease is attributable to the increase in short-term debt that is incurred by the Subsidiaries for the purpose of acquiring Chembulk Tankers LLC. 40

55 Ratio of Total Liabilities to Total Asset For the year ended 31 December 2008, the ratio of Total Liabilities to Total Assets slightly decreased to 76.4% from the 84.0% in the year ended 31 December This is attributable to the fact that throughout 2008 the Company was paying off a number of its short-term debt, which resulted in the decrease in its total liabilities. For the year ended 31 December 2007, the ratio of Total Liabilities against Total Assets experienced an increase compared to the ratio for the year ended 31 December 2006, that is, from 61.8% to 84.0%. The increase is attributable to the fact that at the end of 2007, the Company increased its total liabilities that were used to acquire Chembulk Tankers LLC. Ratio of Total Liabilities to Total Equity For the year ended 31 December 2008, the ratio of Total Liabilities against Total Equity decreased to 323.5% from the 523.4% in the year ended 31 December This is attributable to the fact that in 2008, the Company paid off a number of its short-term debts, thus bringing about a decrease in its total liabilities. In addition, the decrease in the price of notes payable that have been issued by the Company s Subsidiaries added to the Company s profit which had not been realized, thus increasing its total equity. For the year ended 31 December 2007, the ratio of Total Liabilities against Total Equity experienced a significant increase compared to the ratio for the year ended 31 December 2006, that is, from 162.1% to 523.4%. The increase is attributable to the fact that at the end of 2007 the Company significantly increased its total liabilities which can be used to acquire Chembulk Tankers LLC, where in term of total equity, there has not been any contribution from the acquired Company. 7. LIQUIDITY AND SOURCES OF CAPITAL From the beginning of 2006 until the date of the issue of the Prospectus, the Company has continuously financed its capital requirements through cash flows from its operations and long-term debt from bank loans. The Company has also issued bonds with principal value of Rp400,000 million in 2003 and Rp900,000 million in Further, the Company through its Subsidiary in 2005 issued convertible bonds in the amount of USD50 million, then in 2007 notes payable of USD400 million and convertible bonds of USD125,000 million. The 2003 Bonds worth Rp400,000 million matured in May 2008, while the convertible bonds valued USD50 million have been fully converted in Cash Flow As at 31 December 2008, which is the latest disclosure prior to the date of the issue of the Prospectus, the Company s cash and cash equivalents amounted to Rp714,446 million, and the Company recorded net cash provided by operating activities of Rp2,852,149 million. The table below provides a summary of the Company s cash flow as derived from the consolidated Financial Statements of the Company and Subsidiaries as have been audited by Public Accountant Office of Osman Bing Satrio dan Rekan for the years ended 31 December 2008 and 2007 as well as the consolidated Financial Statements the Company and Subsidiaries as have been audited by Public Accountant Office of Osman Ramli Satrio dan Rekan for the year ended 31 December December (Rp million) (Rp million) (Rp million) Net Cash Provided by Operating Activities , ,547 2,852,149 Net Cash Used in Investing Activities... (470,941) (9,671,930) (2,626,027) Net Cash Provided by (Used In) Financing Activities (291,681) 10,076,715 (1,492,099) 41

56 Net Increase (Decrease) in Cash and Cash Equivalents (153,945) 1,094,332 (1,265,977) Cash and Cash Equivalents at Beginning of Year 1,040, ,091 1,980,423 Cash and Cash Equivalents at End of Year ,091 1,980, ,446. Year Ended 31 December 2008 As at 31 December 2008, the Company had cash and cash equivalents of Rp714,446 million, decreasing by Rp1,265,977 million or approximately 63.92% of the balance of Rp1,980,423 million in the beginning of the year. Cash from the Company s operating activities increased Rp2,162,602 million or about % to Rp2,852,149 million at the end of This increase was primarily caused by higher receipts from customers by approximately Rp3,523,312 million or approximately % from Rp3,519,709 million in 2007 to Rp7,043,021 million in Net cash used for the Company s investing activities decreased by Rp7,045,903 million or approximately 72.85% to only Rp2,626,027 million in 2008 compared to its total investment in 2007 of Rp9,671,930 million. The decrease was primarily caused by decrease in the acquisition of fixed assets by 45.18% or Rp3,478,842 million, from the total amount of Rp7,699,890 million in 2007 to Rp4,221,048 million in In addition, there was an increasing amount in withdrawal of temporary investments by Rp1,170,086 million.net cash used in financing activities increased Rp11,568,814 million, or increased approximately %, as the Company recorded a cash outflow of Rp1,492,099 million in 2008 compared to a cash inflow of Rp10,076,715 million in This decrease was primarily due to a decrease of cash flow from additional bank loans of Rp4,968,687 million or approximately 57.12%. Meanwhile the decrease of cash flow in 2008 was attributable to decrease of proceeds from bank loans to Rp3,729,480 million in 2008 compared to Rp8,698,167 million in In addition, part of the Company s cash inflow in 2008 was used to repay bank loans of Rp4,620,329 million as well as for dividend payment of Rp208,699 million, and there was no purchases of treasury stocks in 2008 compared to Rp555,307 million incurred in Year ended 31 December 2007 As at 31 December 2007, the Company had cash and cash equivalents of Rp1,980,423 million, up by Rp1,094,332 million or approximately 123.5% of the balance of Rp886,091 million in the beginning of the year. The Company s cash from operating activities went up by Rp80,870 million or approximately 13.29% to reach Rp689,547 million at the end of Some of the causes for the increase include rising disbursements to suppliers and employees in the amount of Rp539,562 million, or approximately 28.72%, from Rp1,878,621 million in 2006 to reach Rp2,418,183 million in The increase was attributed, among others, to the expansion in both fleet and geographic coverage of the Company s operations. In addition, the Company paid higher bank interest costs by around Rp68,682 million or increasing 24.45% in 2007 compared to disbusements associated with interests in Net cash used for investing activities by the Company jumped by Rp9,200,989 million or approximately 1,953.75% to Rp9,671,930 million in 2007 compared to total investments made in 2006 of Rp470,941 million. This spectacular increase in spending was mostly the result of higher capital expenditure for acquisitions of property, vessels and equipment by a total of Rp7,216,104 million or approximately 1,491.59% from total investment of Rp483,786 million in 2006 to reach Rp7,699,890 million in The reduction occurred as a result of the acquisition of subsidiary. This reduction is compensated as there was no additional advances money for the purchase of assets as was incurred in 2006 in the amount of Rp1,205,111 million. In addition, cash used in placement of temporary investments, including for bonds repurchase, increased by Rp331,610 million in 2007, as well as lower security deposits required by Rp2,715 million. Net cash from financing activities increased by Rp10,368,396 million or approximately 3,554.70% to net a cash inflow of Rp10,076,715 million in 2007 compared to a cash outflow of Rp291,681 million in This was mostly due to increasing amount of proceeds from bank loans by Rp7,812,052 million or % which 42

57 was previously Rp886,115 million in 2006 to reach a total of Rp8,698,167 million in Moreover, the overall cash increase was due to higher net proceeds of notes payable by Rp3,702,710 million, additional net proceeds of convertible bonds of Rp1,157,097 million in 2007, as against 2006 when such proceeds were existence.the increase was hampered due to cash outflows, including higher payments of bank loans by Rp2,818,794 million or 334.6% from only Rp842,437 million in 2006 to reach Rp3,661,231 million in 2007, purchase of treasury stocks which was up by Rp308,964 million or approximately % from the previous amount in 2006 of Rp246,343 million to be Rp555,307 million in 2007 and higher dividend payment by Rp70,415 million or 79.05% from 2006 of Rp89,070 million to Rp159,485 million in Year ended 31 December 2006 For the year ended 31 December 2006, the Company had cash and cash equivalents of Rp million, declining by Rp153,945 million or about 14.8% from the balance of Rp1,040,036 million at the beginning of the year. Cash flow from the Company s operating activities declined by Rp312,148 million or 33.9% to reach Rp608,677 million at the end of This reduction was mostly brought about by higher cash receipts from cash payment to suppliers and employees by Rp675,257 million or 18.75% from Rp2,377,488 million in 2005 to Rp1,878,621 million in The increase was a consequence of the Company s growing fleet and geographic operational coverage. Moreover, the Company paid higher interest costs by Rp78,227 million or up 32.33% in 2006 compared to total payments made in 2005, as the amount of outstanding bank loans and interest charged increased. The Company also recorded additional cash receipts from customers of Rp445,690 million or up 18.75% from the amount received of Rp2,377,488 million in 2005 to Rp2,823,178 million in 2006 as the result of the Company s expanded operations. Cash flow used for the Company s investing activities declined by Rp2,525,035 million or approximately 84.28% to become Rp470,941 million in 2006 compared to Rp2,995,976 million used for investment in The decline is mainly because of the Company s lower investment costs for fixed assets, vessels and equipment by Rp1,908,913 million or around 79.78%, from total investment of Rp2,392,699 million in 2005 to Rp483,786 million in The decline occurred as an effect of the purchase and charter of 7 vessels in Also, cash placed in temporary investments, such as for repurchase of bonds, increased by Rp773,998 million in 2006, while funds from fixed assets, vessels and equipment went up by Rp1,103,860 million. Also, there was an increase in withdrawal of temporary investments of Rp1,010,676 million. Net cash flow used for financing activities increased Rp2,679,640 million or up about % to net a cash outflow of Rp291,681 million in 2006 compared to a cash inflow of Rp2,387,958 million in This was primarily due to lower cash of Rp2,378,286 million or 72.9% obtained from bank loans which reached Rp3,264,401 million in 2005 to only Rp886,115 million in The Company used the proceeds from bank loans mostly to acquire and charter 7 tankers to strengthen its fleet. In addition, some of the cash inflow in 2006 was used to repay bank loans totaling Rp842,437 million compared to total repayment of Rp880,758 million in 2005, purchase of treasury stocks of Rp246,343 juta and payment of dividends of Rp89,070 million. Borrowings As at 31 December 2008, the Company has total bank loans of Rp8,986,806 million. Most of the Company s bank loans are in US Dollars and the remaining portion in Rupiah. A majority of the loans has maturity of at most 10 years, whereas loans maturing within 12 months account for about only 12.09%. The table below provides information on the interest rates in the last three years as well as the profile of the loans up to the date of issue of this Prospectus. 43

58 31 December US Dollar Short-Term... SIBOR plus 3.25% LIBOR/SIBOR plus 1% % Long-Term... LIBOR/SIBOR plus 0.85% 3.75% LIBOR/SIBOR plus 0.8% 3.75% LIBOR/SIBOR plus 1% % LIBOR/SIBOR plus 0.7% - 2.5% Indonesian Rupiah Short-Term % % 6.2% % 8.9% - 14% Long-Term % % 10.25% - 13% 10.25% - 13% Maturity period 1 Year 2 Years 3 Years 4 Years 5 Years > 5 Years Total (Rp million 1,086,422 1,129,000 1,194,618 1,121,713 1,245,162 3,209,891 8,986,806 On 31 December 2008, the Company has bonds with principal amount of Rp900,000 million outstanding, with interest rates between 10.3% to 10.35% per annum. Moreover, the Company has convertible bonds with total principal amount of USD125 million which are not yet due, with interest rate of 0% per annum, as well as notes payable with interest rate of 7.5% per annum. 8. MATERIAL DIVESTMENT AND CAPITAL EXPENDITURE Summary of Capital Expenditure The Company s capital expenditure is related to acquisition of new and secondary vessels, up-grade and maintenance, as well as others assets. The Company has made total investment of Rp5,227,922 million, Rp7,699,890 million and Rp2,083,619 million respectively for the years 2008, 2007 and The majority of funds for the Company s capital expenditure are obtained from operating cash flow, bank loans and bond issues. In the future, the Company s capital expenditure will focus on purchases of new vessels which are currently in construction phase. See Contractual Obligations and Contingent Liabilities in this Prospectus. 31 December (Rp million) (Rp million) (Rp million) Capital Expenditure Vessels... 1,827,301 7,526,161 4,800,991 Vessels Under Construction , , ,668 Equiptment,Building, and Other Assets... 3,492 39, ,263 Total 2,083,619 7,699,890 5,227,922 The following table sets forth additional vessels to the Company s fleet by year of delivery. 31 December MT Anjani CB Barcelona CB New Orleans MT Bramani CB Gibraltar CB Lindy Alice MT Anggraini CB Hongkong CB Kings Point MT Gas Sulawesi CB Houston MT Purbasari FPSO Brotojoyo CB Kobe MT Gas Lombok CB New York MT Gas Sumbawa CB Savannah MT Gas Natuna CB Shanghai MT Harsanadi CB Ulsan MT Hartati 44

59 CB Virgin Gorda CB Yokohama MT Fatmawati MT Gas Bali MT Trirasa MT Gas Papua MT Purwati MT Tridonawati MT Chembulk Mineapolis MT Chembulk New Orleans MT Chembulk Singapore MT Chembulk Tortola MT Chembulk Westport MT Nogogini MT Nolowati MT Ratih MT Frabandari MT Fatmarini The following table provides names of vessels under construction ordered by the Company by year of capital expenditure. 31 December MT Purwati MT Iris (formerly MT Subadra) MT Iris (formerly MT Subadra) MT Puspawati MT Puspawati MT Partawati MT Pramoni MT Pramoni MT Pitaloka MT Pramesti MT Pramesti MT Sakuntala MT Purbasari MT Purbasari MT Setyaboma MT Gas Bali MT Setyaboma MT Watari MT Gas Papua MT Sakuntala MT Wardani MT Gas Lombok MT Gas Lombok MT Wilutama MT Gas Sumbawa MT Gas Sumbawa MT Hyacinth MT Hyacinth MT Widawati MT Gas Karimun MT Gas Batam MT Gas Bangka MT Gas Madura Summary of Divestment The Company made divestment in assets, particularly related to sale of vessels. In 2008, the Company sold 5 tankers, namely MT Gagarmayang, MT Puspawati, MT Pramoni, MT Pergiwati and MT Purwati. Except for MT Pergiwati, the other 4 vessels were leased back by the Company. In 2007, the Company sold off 3 tankers, which were MT Bandondari, MT Tribuana and MT Trijata (formerly Triwati), whereas in 2006, the Company completed sale transactions for MT Pertiwi, MT Prita Dewi and MT Pujawati to First Ship Lease Limited for the amount of Rp1,138,550 million per tanker, through sale-and-leaseback transactions over a duration of 12 years. The following table provides data on book value of vessels which have been divested by year of divestment. 31 December (Rp million) (Rp million) (Rp million) Divestment Vessels 655, ,088 1,100,964 Equipment, Building and Other Assets Total 655, ,419 1,101,025 45

60 9. CONTRACTUAL OBLIGATIONS AND CONTINGENT LIABILITIES As at 31 December 2008, the Company had contractual obligation of Rp6,434,745 million (JPY53,079 million) The following table sets forth the Company s contingent liabilities (consisting of operating lease related to the Company s chartered-in vessels) and contractual cash obligations, consisting of contracts for building new ships which have been signed by the Company as at 31 December 2007 for the periods indicated. The Company expects to finance this obligations through funds obtained from cashflow from operations and debts. See Chapter Business New Vessels under Construction in this Prospectus. Within 1 Year 1-3 Years 3-5 Years Total (Rp million) (Rp million) (Rp million) (Rp million) Contracts on New Vessel (2) ,494 5,633,251-6,434,745 Operating leases ,270 1,385, ,472 2,666,636 Total 1,766,764 7,019, ,472 9,101,380 From 31 December 2008 up to the date of issue of this Prospectus, the Company has incurred additional contractual obligations amounting to Rp797,174 million. 10. MARKET RISK In the normal course of business, the Company exposed to a variety of market risk, including freight rate risk, fuel price risk and interest rate risk, as well as, to a lesser extent, foreign exchange rate risk and credit risk. The Company s risk management strategy aims to minimise the adverse effects of these risks on its financial performance. The Company uses derivative financial instruments such as foreign exchange swap contracts to hedge its financial risk exposure. The Company has not entered into any transactions in derivative financial instruments for speculative purposes. Risk of Freight Rates Freight rates, which are determined largely by market forces linked to the balance of worldwide vessel supply and cargo demand, have a substantial and direct effect on the Company s revenues and profits. Shortages in transport capacity cause freight rates to rise, while an oversupply of vessels causes freight rates to fall. Freight rates are cyclical and volatile in nature. The Company seeks to minimise the adverse effect of freight rate risk by diversifying its operations across different geographical and product markets and by securing the majority of its revenues under long-term contracts. Risk of Fuel Fuel costs are subject to many political and economic factors that are beyond the Company s control, and an increase in the fuel cost could adversely affect the Company s financial condition and performance. With respect to the foregoing, if the Company believes that the price of fuel will rise significantly in the short term, the Company hedges its exposure to changes in the price of fuel for short periods of time by purchasing fuel in quantities sufficient to meet its fuel needs for one or two months. In addition, some of the Company s COAs agreements contain fuel price adjustment clauses that permit both the Company and its customer to adjust part of the price of the agreement to conform with changes in the price of fuel on the open market. Risk of Bank Interest Rates 46

61 The Company s profitability is affected by changes in interest rates and the amount of its outstanding loans. The Company is currently experiencing relatively low interest rates. From time to time, the Company has managed its interest rate risk by hedging with interest rate swaps. The Company does not currently have any hedging arrangements or interest-rate swaps to adjust interest-rate risk exposures, but the Company may enter into such arrangements or swaps in the future in order to hedge its interest rate risk. The Company does not enter into interest rate swaps for the purpose of speculation. Foreign Exchange Rate Risk The Company is obliged to prepare its financial statement based on the International Financial Reporting Standard (IFRS) for which the reporting is presented in US Dollar. The Company s foreign currency transactions in the current year are accounted for at the exchange rate prevailing at the date of the transactions. During the past three financial years, substantially all of Company s revenues were denominated in U.S. dollars. As a result of its global operations, however, the Company conducts business in currencies other than the U.S. dollar, primarily in Indonesian Rupiah, Japanese Yen, Singapore Dollar and Pounds Sterling. Foreign currency exposures and fluctuations have not had a material impact on Company s operations in recent periods. As the Company expands its operations internationally, its exposure to exchange rate fluctuations may increase. The Company has in the past entered and may in the future enter into foreign exchange forward contracts in order to hedge its exposure to foreign currency risk. The Company does not enter into foreign exchange swaps for the purpose of speculation. The foreign exchange swap transactions entered into by the Company are largely for the purpose of matching non-u.s. dollar expenses and liabilities with the currency of its revenue (which is denominated in U.S. dollars) to reflect the international nature of the Company s business. In respect of a substantial portion of its Rupiah-denominated debt, the Company enters into swaps to match the principal and interest expenses arising from such debt with U.S. dollars. Any gains and losses on such swaps resulting from the mark to market of the value of Company s swaps do not arise as a result of speculative activity by the Company. The following table displays the amount of gain and (loss) from changes in foreign exhange for the past three financial years. 31 December (Rp million) (Rp million) (Rp million) (21,981) 15,453 (447,786) Credit Risk The Company s potential credit risk arises from failure by charterers to make payments under both time charter and spot charter arrangements, such as failure to pay charter fees. In determining the credit terms for its customers, the Company considers the following factors: the financial strength of the customer, the customer s historical payment record, the length of the relationship between the customer and the Company and the distance or duration of a specific voyage. Based on these factors, the Company s credit terms may vary among the following: three banking days after completion of loading, one banking day before breaking bulk and three banking days after completing of discharging. These credit terms may be modified based on negotiations with each customer. As at 31 December 2008, 2007 and 2006, the Company s total trade payables were respectively Rp1,058,576 million, Rp713,432 million and Rp507,045 million. 11. SEASONALITIES The Company operates its vessels in markets that have historically experienced seasonal variations in demand. This seasonality may result in quarter-to-quarter volatility in the Company s operating results. The marine oil and, to a lesser extent, chemical and gas transportation markets are typically stronger in the fall and the winter months in the Northern hemisphere in anticipation of increased consumption during those periods. The Company does not believe that such seasonal variations over the last three years have had a 47

62 material effect on its results of operations as the Company has acquired several additional vessels over this period (which additional vessels offset the effect on its results of seasonally lower freight rates) and the Company has consistently maintained a portion of its vessels under long-term contracts (which contracts are not subject to seasonal variations). 12. BUSINESS PROSPECTS AND TRENDS The Company expects to develop its business activities in The Company operations will remain to be influenced by conditions of markets where the Company operates, particularly by freight rates for cargo to be transported as well as other factors as described in the foregoing chapters. 48

63 V. RISK FACTORS In running its business activities, the Company faces risks which may have potential impacts on the Company s performance unless proper anticipation and mitigation measures are exercised. The following is a summary of the risks which have been identified to bear significant influence on the Company s ability to generate profit, in sequence from factors which bear the highest risk to the lowest: Substantially the revenue of the Company and its Subsidiaries is derived from the Asia-Pacific and Middle East regions and adverse economic conditions in these markets would negatively affect the business, financial condition and performance of the Company and its Subsidiaries The global money markets and capital markets have faced instability and devastating credit crisis, brought about by the economic slowdown in the United States and Europe. The capacity of customers currently served by the Company and its Subsidiaries to sustain business activities and maintain their profitability, as well as to meet payment on their obligations as they fall due, may highly depend on the effectiveness of the fiscal policy and other measures taken to achieve economic recovery, which are factors beyond their control. Until now, the Asia Pasific and Middle East regions suffered from a mild impact compared with America and Europe regions. Nevertheless, the Company and its Subsidiaries optimally maintain funding sources and access to bank financing and long-term contracts with customers and suppliers in various industries and geographical locations. Management maintains fair expectation that the Company and its Subsidiaries will be able to adequately mitigate risk factors amid uncertainties dominating the current economic conditions and management is confident that the Company and its Subsidiaries have sufficient resources to sustain operations in the future. As such, sustainability of operations serves as the basis for the presentation of the consolidated financial statements. Increases in fuel prices or other operational costs will have an adverse impact on profit margin One of the more significant expenses of operating ships is the cost of fuel. Economic and political conditions in the Middle East, Venezuela, Nigeria and other parts of the world make it difficult to predict whether fuel will continue to be available at prices that will make operation of our ships economically viable. For the years ended 31 December 2007 and 2008, fuel costs accounted for 29.30% and 34.81% respectively of total voyage expenses and ship operating expenses of the Company and its Subsidiaries. Future increases in the cost of fuel globally would significantly increase the cost of our ship operations. The Company believes that an increase in fuel prices may not be fully passed on to customers in the form of increased freight rates. In addition, the Company could experience increases in other operating costs, including, but not limited to, crew costs. Accordingly, increases in fuel prices or other operating costs could have a material adverse effect on the business, financial condition and results of operations of the Company. The shipping industry is highly volatile and sensitive to changes in general economic conditions, which means that global economic factors beyond the control of the Company could adversely affect the results of operations and performance of the Company. The Company s operations consist primarily of the shipping of chemicals, oil and gas. Historically, the market for the transportation of chemicals, oil and gas has been volatile, as global demand for these products has fluctuated. Demand for oil, chemicals and gas is driven in large part by and generally follows global patterns of economic development, growth and activity. If and when global economic growth experiences a slowdown or downturn, in particular in the United States, Europe and the Asia-Pacific, demand for chemicals, oil and gas may also decrease. Accordingly, the demand for the shipping of these resources is also likely to suffer. The following macroeconomic factors affect the supply and demand for the shipping of oil, chemicals and other natural resources: changes in global oil and gas production, in particular the relative contributions from OPEC and non-opec countries and the impact of these changes on oil and gas prices; 49

64 export and import levels in the world oil trade or changes in trading patterns, which affect the distances that oil and gas cargoes are transported; worldwide demand for energy products, in particular petroleum and associated products; oil and gas inventory levels, in particular in importing countries; seasonal changes in the demand for oil, gas and chemicals; governmental policies, in particular with regard to environmental regulation and alternative energy; and social and political instability in producing or importing countries, including war, terrorism or labour unrest. These factors are beyond the Company s control, and, as a result, the nature, timing and degree of changes in the Company s industry conditions are unpredictable. A material decline in the global demand for energyor chemical related shipping services could materially adversely affect our business, financial condition and results of operations of the Company. Risks relating to changes in the exchange rate of foreign currencies and interest rates. A part of the Company s operation is funded by borrowings of which approximately 89% are in USD currency with certain interest rate. The increase in interest rate and fluctuations of exchange rate of Rupiah against USD may affect the performance of Company s financial report. The increase in borrowings interest rate may directly affect the Net Profit received by the Company while exchange rate fluctuation would affect the foreign currency exchange rate loss/profit account. Aside from that, the Company s revenues and expenses are mostly in US Dollars, such that a fluctuation in the Rupiah exchange rate may bring about a negative impact on the Company s financial performance. Fluctuations in global shipping capacity and global demand for shipping may cause freight rates to shift unpredictably, which could have a negative impact on the Company s revenue. The rates the Company charges for the shipping of freight are driven by the geographic balance of trade, which determines the length of haul required, and by the growth of shipping capacity, namely the number of new ships coming onto the market less the number of older ships scrapped or lost. If the supply of vessel capacity increases for a prolonged period of time and the demand for shipping capacity does not increase correspondingly, freight rates could decline materially, and the value of the Company s vessels could be adversely affected. The Company believes that many shipyards are currently working at capacity, and therefore there is a possibility that vessel supply will be greater than shipping demand during the next several years, which would have an adverse effect on freight rates. In addition, the industry is highly competitive and has low (albeit capital-intensive) barriers to entry. During an upturn in demand, there are likely to be a number of new market entrants, increasing the number of players in the industry and exacerbating the competition in the market. As a result, the historical trend has been for strong global growth or shifts in the balance of trade to lead to strong markets and high rates, and then to be followed by significant additions to capacity, leaving the industry vulnerable to a downturn. During such a downturn, pricing pressure is severe, and freight rates could decline materially. Furthermore, freight rates have historically been highly volatile and unpredictable. The demand for tanker capacity is influenced by global economic conditions, industrial production and demand for petroleum products including crude oil, developments in international trade, competition from other means of transport and changes in seaborne and other transportation patterns. As a consequence of these shifts in demand (coupled with the changes in shipping capacity), the nature, timing and degree of changes in tanker industry conditions are relatively unpredictable and could have an adverse effect on, or create volatility in, freight rates applicable to the Company s fleet and results of operations. Any delays in the delivery of new ships or the repair of existing ships will have an adverse effect on the business operations, operational performance and financial condition of the Company and its Subsidiaries Between the date of the issue of the Prospectus and end of 2009, the Company and its Subsidiaries expect to take delivery of 1 newbuild vessel. The Company has developed its business strategy on the assumption that the newbuilds will be delivered on time and that these ships will perform in the manner indicated by design specifications. A significant delay in the delivery of the ships or a significant performance deficiency 50

65 would have a material adverse effect on the business, results of operations and financial condition of the Company and its Subsidiaries. Delivery delays can occur as a result of problems with its shipbuilders, such as insolvency or force majeure events that are beyond the Company s control or that of our shipbuilders. These events and the losses associated therewith, to the extent that they are not adequately covered by contractual remedies or insurance, could adversely affect the financial results of the Company and its Subsidiaries. The Company s existing ships are taken out of service at regular intervals so that routine inspections and maintenance can be conducted. Should the Company s ships require more extensive repairs than those which are expected, there could be delays in bringing them back into service. Such delays could have a material adverse effect on the Company and its Subsidiaries business, results of operations and financial condition. Operating costs and capital expenses will increase as the Company s vessels age. In general, capital expenditures and other costs for maintaining a vessel in good operating condition will increase with the age of the vessel. Older vessels are typically more costly to maintain than more recently constructed vessels and are subject to lower utilisation rates due to their higher maintenance requirements. Cargo insurance rates increase and cost efficiency decreases with the age of a vessel, making older vessels less desirable to charterers. In addition, governmental regulations or safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to the Company s vessels and may restrict the type of activities in which the vessels may engage. The Company and its Subsidiaris cannot assure that, as their vessels age, market conditions will justify those expenditures or enable the Company and its Subsidiaries to operate their vessels profitably during the remainder of their useful lives. If the Company and its Subsidiaries sell their vessels, they cannot be certain that the price for which they would sell them will be equal to or greater than their carrying amount on the financial statements of the Company and its Subsidiaries at that time. In order to maintain its fleet, the Company needs to make unexpected capital expenditures. The Company s current ships range in age from 1 to 27 years, with an average age of 9.4 years. In general, expenditures necessary for maintaining a vessel in good operating condition increase with the age of the vessel, but are difficult to predict with precision. In addition, unanticipated changes in governmental regulations and safety or other equipment standards may require unanticipated expenditures for alterations, or the addition of new equipment, to older vessels. As a consequence, the Company may need to take its ships out of service for longer periods of time or more often than planned in order to perform necessary repairs or modify the ships in order to meet such regulations. There can be no assurance that the Company s ships will not require extensive repairs which would result in significant expense and extended periods of time during which these ships would be out of service. Such an occurrence could have a material adverse effect on the Company s business, results of operations and financial condition. Shipping is business with several inherent risks, and adverse accidents involving the Company s vessels will have a negative impact on the operating result The operation of ships involves the risk of accidents and other incidents. The Company s vessels sail on the open seas and are exposed to possible damage due to bad weather, collision with other vessels, the possibility of being grounded or even a vessel sinking. The cargoes carried by the Company s vessels may be flammable, explosive and toxic and may be harmful to vessels, people and the environment. In addition, the Company may become subject to personal injury or property damage claims relating to alleged exposure to hazardous substances present on the Company s vessels or used in its operations. While the Company places safety as a high priority in the design and operation of its fleet, the Company has experienced accidents and other incidents involving its ships. The Company s ships are insured up to a limit of US$1 billion per ship per incident for pollution cover and US$4.5 billion per ship for other claims, (see information on Insurance at Chapter VIII) but there can be no assurance that this insurance always covers the costs of incidents. Future incidents could cause the Company s damaged vessels to be docked for an extended period of time, lead to claims against us from 51

66 other operators, regulatory entities or other persons, require extensive clean-up and payments of costs, fines or damages, and have a material adverse effect on our financial condition or results of operations. In addition, and notwithstanding the existence of any insurance, an adverse judgment or settlement in respect of any claims against the Company and its Subsidiaries, as well as the negative publicity related to their involvement in any incident, could adversely affect customers perceptions of their safety record, damage their reputation and have a material adverse effect on theit ability to generate revenue, their financial condition and their results of operations. Limited timely availability of vessels for purchase and volatile prices for vessels will affect the revenues of the Company and its Subsidiaries. Availability of tankers is constrained due to various factors including the scrapping of single-hull or older vessels, limited shipyard capacity for building new vessels and the high price of plate steel. As freight rates are on an increasing trend, the availability of second-hand vessels is limited, since ship operators are unlikely to exit the market at that time. The scrapping of older vessels, limited shipyard capacity and high commodity prices, fuelled by high freight rates, have resulted in a significant rising trend in vessel prices, which may lead to an increase in the capital we need to invest to maintain or increase the size of the Company s fleet. Because the market value of the Company s vessels may fluctuate significantly, the Company may incur losses which could adversely affect the liquidity, earnings and financial condition of the Company. The fair market value of the Company s vessels has fluctuated over time. The fluctuation in market value of tankers over time is based upon a number of factors including: age of the vessels; vessel specification and condition; global economic and market conditions affecting the tanker industry; competition from other shipping companies; changes in supply of, and demand for, certain types and sizes of vessels; number of vessels in the world fleet; developments affecting modes of transportation; changes in the cost of building new vessels; governmental and other regulations; the prevailing level of charter rates; and technological advances. If vessel prices fall, the Company may need to record impairment charges in accordance with IFRS, which would negatively impact its earnings. Likewise, if the Company sells a vessel at less than the vessel s carrying amount on its consolidated financial statements, this will result in a reduction in our earnings. Declining vessel values of its tankers could adversely affect its liquidity by limiting its ability to raise cash or refinance or draw down further under credit facilities. Risk of competition Shipping business in which the Company operates is an international business facing a free market competition. In its main market segment, the Company s major competitors include European and Asian shipping companies. Such competition would intensify in a sluggish economy. Direct impact arising from the risk of competition is the decrease in Operating Revenues generated from vessels that are not under commitment of contracts due to weakening freight rates caused by the balance between supply and demand of cargo space. Risk of contract cancellation Developments in the economic climate have major impacts on the activities of industries in which the Company s customer operates. If the economic situation deteriorates, industries could potentially suffer a reduction in production volume or even temporary discontinuation of production activities, ultimately decreasing supply of raw materials and industrial products. This may increase the risk for cancellation of the Company s long-term contract causing the Company to seek new charters or replacement cargo for the 52

67 affected vessels. If the Company is unable to immediately secure new charter contracts or cargo, then the Company s operating revenues and profit would be affected. The Company is subject to extensive regulations and potential liability that could require significant expenditures and subsequently have negative impact or the business, operation and financial condition. The Company s operations are subject to extensive laws, treaties and international agreements governing the management, transportation and discharge of petroleum and hazardous materials, all of which are designed to protect the environment from pollution, as well as other national, state and local laws and regulations in force in the jurisdictions in which our tankers operate or are registered. The Company s vessels must also meet stringent operational, maintenance and structural requirements, and they are subject to rigorous inspections by governmental authorities. In addition, the Company s personnel must follow approved safety management and emergency preparedness procedures. Violations of applicable requirements could result in substantial penalties, and in certain instances, seizure or detention of the Company s vessels. In order to maintain compliance with existing and future laws, treaties and international agreements, the Company incurs, and expects to continue to incur, substantial costs in meeting maintenance and inspection requirements, developing and implementing emergency preparedness procedures, and obtaining insurance coverage or other required evidence of financial ability sufficient to address pollution incidents. These laws, treaties and international agreements can: impair the economic value of the Company s vessels; require a reduction in cargo carrying capacity or other structural or operational changes; impose more compliance requirements on the Company s vessels, which may, in turn make the Company s vessels less attractive to potential charterers or purchasers; lead to an increase in the risks to be covered under the Company s insurance policies which may in turn, affect the Company s ability to secure sufficient insurance coverage for affected vessels; or result in the denial of access to, or detention in, certain ports. Because such laws, treaties and international agreements are often revised, the Company cannot predict the ultimate costs of complying with such conventions and legislation or their impact on the resale price or useful life of the Company s vessels or other aspect of its operations. Additional conventions and legislation may be adopted which could limit the Company s ability to do business or require the Company to incur substantial additional costs or otherwise materially adversely affect the Company s business, Shareholders, results of operations or financial condition. For instance, the Indonesian government may limit foreign shareholdings in Indonesian shipping companies. Regulatory risk associated in the acceleration of the phasing-out of single-hull oil tankers The International Maritime Organisation (the IMO ) has prescribed rules relating to the phasing-out of singlehull oil tankers, and this phase-out has been accelerated to 2010 from 2015, despite protests from a number of nations such as the United States and Japan. There are seven single-hull tankers within the fleet owned by the Company and its Subsidiaries and therefore any further acceleration of the phase-out may affect the Company s business and financial condition. Although presently non-mandatory, certain countries may put a restriction for entry of single-hull vessels on their ports, which may also have a material adverse effect on the Company s business, financial condition and results of operations. Revenues are subject to seasonal variations, which may adversely affect the Company s profit. The international tanker markets have historically exhibited seasonal variations in demand for oil tanker capacity, and therefore, charter rates. Charter rates for tankers are typically higher in the autumn and winter months as a result of increased oil consumption in the Northern Hemisphere and tend to decrease during the Northern Hemisphere s spring season. The value of the Company s vessels may also fluctuate with charter rates. These seasonality factors have affected the Company s operating results on a quarter-to-quarter basis and could continue to do so in the future. 53

68 Terrosist activities in Indonesia or elsewhere would destabilize the global shipping markets, thereby adversely affecting the business activities. Following the bombings taking place in Indonesia in 2002, particularly the Bali incidents in October 2002 and October 2005, it is estimated that there may be potential recurrences of these terrorist activities in the future. Such incidents could push Indonesia to experience instability and potential social disturbances as well as subsequent government actions. Moreover, these terrorist actions also occurred in other markets where the Company operates, including the Middle East and Europe. Violent actions that result in civil disturbance and instability has and will continue to have adverse impacts on the levels of investment and confidence as well as on the Indonesian and global economic performance, with potential adverse impacts on the business, financial and operational conditions of the Company. The Government may requisition vessels during a period of war or emergency situation with adequate compensation, thus causing revenue loss for the Company A government could requisition or seize one or more of the Company s vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner. Also, a government could requisition the Company s vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of the Company s vessels may negatively impact the Company s business, financial condition and results of operations. A part of the strategic plan of the Company and its Subsidiaries is expansion into new freight sectors as well as new geographic markets in which the Company and its Subsidiaries have little or no proven experience, and such and expansion could prove to be unsuccessful. The short- to medium-term strategy of the Company and its Subsidiaries is to increase their shipping volume to Europe and to expand their gas shipping operations. The Compang and its Subsidiaries have hitherto not competed with operators in the European market on a large scale or tried to sell their services directly to European customers for intra-european trade. The Company and its Subsidiaries have only one office in Europe, and their experience in operating directly and continuously in this market is limited. Expanding in the European market will bring new challenges and unfamiliar difficulties, such as the organisation of other parts of workforce in labour unions and higher operating costs. There can be no assurance that the Company and its Subsidiaries will be able to meet these challenges or address these difficulties successfully. Similarly, the Company and its Subsidiaries are planning to expand their shipping operations in the LPG and LNG markets to increase the proportion of their revenues from the gas tanker business, as well as in the floating storage and offloading ( FSO ) and floating production, storage and offloading ( FPSO ) markets. This expansion will require an investment for capital expenditures, for human resources and for additional know-how.while the Company and its Subsidiaries entered the gas transportation business in 1989, the operations in this sector have been small and with limited experience, and the Company and its Subsidiaries may not be able to compete with other, more established gas transporters on a larger scale. It is difficult to evaluate or predict the ability of the Company and its Subsidiaries to implement their expansion strategy successfully. Their prospects are uncertain and must be considered in light of the risks, uncertainties and difficulties frequently encountered by companies that enter into new geographic or product markets. An expansion of their shipping activities into the gas sector and the FSO and FPSO markets and into the European market will also require substantial investment, and if the expansion is not successful, the Company and its Subsidiaries will not receive an adequate, or any, return on our investment, which would have an adverse effect on their business, financial condition and results of operations. The Company and its Subsidiaries are dependent upon the services of key management personnel. The Company and its Subsidiaries are dependent upon the collective services of all of the members of their senior management team, including, among others, the Directors, managers and onboard officers. The loss of the services of any of these persons or several of these persons could have an adverse effect on their business, financial condition and results of operations. Further information on the members of the Company s management is given in Chapter VII on Description of the Company and its Subsidiaries. 54

69 The Company and its Subsidiaries may suffer an uninsured loss from a failure to maintain general insurance cover protecting against all risks or lawsuits that may potentially arise. The operation of ocean-going vessels carries an inherent risk of loss caused by adverse weather conditions, environmental mishaps, fire, mechanical failure, collisions, human error, war, terrorism, piracy, political action in various countries and other circumstances or events. Any such event may result in loss of life or property, loss of revenues or increased costs and could result in significant litigation against the Company and its Subsidiaries. The Company and its Subsidiaries seek to maintain a comprehensive insurance coverage at commercially reasonable rates, although premiums charged by insurance companies tend to fluctuate in response to market events over which we have no control, such as, the terrorist attacks in the United States on 11 September 2001 and the recent corporate bankruptcies which have resulted in a proliferation of shareholder litigation. The management of the Company and its Subsidiaries believe that their current coverage is adequate to protect against most of the accident-related risks involved in the conduct of their business. Generally, all of their operational activities are covered by insurance, but the Company and its Subsidiaries do not maintain general insurance coverage protecting against all lawsuits brought against them, and they may not be covered for certain types of claims, depending on their subject matter (refer to Chapter VIII for Business Activities under Insurance section). There can be no assurance that all risks are fully insured against, that any particular claim will be fully paid or that the Company and its Subsidiaries will be able to procure adequate insurance coverage at commercially reasonable rates in the future or at all. If the Company and its Subsidiaries were to sustain significant losses in the future, their ability to obtain insurance coverage or insurance coverage at commercially reasonable rates could be materially adversely affected. An adverse judgement or settlement in respect of any ongoing claims against the Company and its Subsidiaries may have a material adverse effect on the financial condition and operational performance of the Company and its Subsidiaries. The operation of ships involves the risk of accidents and other incidents that may lead to litigation against the Company and its Subsidiaries. The Company and its Subsidiaries are involved in a number of claims typical to the industry and arising out of the normal operations of their business. There can be no assurance that incidents similar to the ones that have given rise to these claims will not occur in the future, and the Company and its Subsidiaries may be subject to additional such legal claims, as well as others, in the future. Even if they prevail in these disputes, the mere existence of such claims may cause negative publicity and adversely affect their reputation and customers perceptions of their safety record. An adverse judgment or settlement in respect of any of the ongoing or future claims against the Company and its Subsidiaries may also lead to negative publicity about them and could have a material adverse effect on their business, financial condition and results of operations. See Chapter VII on the Litigation Cases Faced by the Company. If all employees are unionised, the Company and its Subsidiaries may be forced to incur expenses. Currently, more than half of their crew and other employees are not members of any labour unions. As the fleet grows, the number of the crew and land-based employees will increase. The plans of the Company and its Subsidiaries to increase their shipping volume to Europe could also accelerate the organisation of their workforce into labour unions. If these employees, in particular the crew, form a labour union or join an established labour union, it could increase the employee costs, including costs for salaries and costs for benefits, and lead to disruptions in the operations of the Company and its Subsidiaries. These factors could have a material adverse effect on the financial condition and results of operations of the Company and its Subsidiaries. The Company and its Subsidiaries conduct business with companies in countries that are subject to sanctions by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury and under related legislation and international conventions (the "OFAC Rules"). 55

70 The ships that the Company and its Subsidiaries operate have carried and carry a range of products from and to OFAC-sanctioned countries, such as Iran and Sudan. In particular, in 2003 and 2004, the Iran Petrochemical Commercial Company ( IPCC ), a company wholly owned by the Government of Iran, was one of the significant customers of the Company and its Subsidiaries. In 2006, 2007 and 2008, 2.0%, 2.2% and 2.7% of revenues were derived from business with IPCC. The Company and its Subsidiaries transport chemicals and petrochemicals for IPCC, including methanol, paraxylene, benzene, toluene, caustic soda, and ortholxylene. The Company has also carried shipments of kerosene, linier alkyl benzene, normal paraffin, lubricating oil, naphtha, sulphuric acid and mono ethylene glycol from Iran. In 2005, the Company and its Subsidiaries also transported 130,000 MT of crude oil from Sudan to China. The Company has not made any shipments to or from Sudan since then, but the Company continues to ship products to and from Iran. The Company and its Subsidiaries believe that the Company and its Subsidiaries are not subject to any of the current OFAC Rules and do not engage in any prohibited activities with countries or persons that are subject to OFAC Rules. Further, the Company and its Subsidiaries will undertake to the investors that they will not, among other things, directly or indirectly use the proceeds from the Limited Public Offering IV for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. However, as the Company and its Subsidiaries have no internal controls in place to monitor compliance with OFAC Rules, there can be no assurance that the Company and its Subsidiaries will not be subject to any future sanctions under OFAC Rules because of changes under OFAC Rules or because of their activities. Further, the Company and its Subsidiaries cannot guarantee that they will not have any future activities with countries sanctioned under OFAC Rules. Risk of natural disasters and accidents at sea. The Company s vessels travel on journeys in the open seas and could potentially suffer damages from bad weather conditions, collisions with other vessels or coral reefs or possibly sinking. In addition, the cargo carried by the Company s vessels could contain materials that are highly flammable, explosive and toxic, thus potentially endangering the safety of vessel, passengers on board and the environment. This could result in loss of revenue from the said vessel, for which the amount is dependent on the duration of the repair as well as higher costs for the vessel due to its repairs and other related costs incurred from the damages suffered by the vessel. Risk of political instability. Considering the terrorist acts of October 2002 and 2005 in the domestic front as well as other terrorist activities in the Middle East and Europe, there is a possibility for recurrence of similar incidents in the future. Instability in the political situations, potentially stemming from terrorist acts, social unrest, rioting and social conflicts both occurring locally and internationally within the market coverage of the Company s operations, would have significant implications to the economic conditions and therefore to the Company s business activities. Risk as a holding company The Company s organizational structure is composed of several levels of Subsidiaries whose financial reports are consolidated into the financial statements of the Company as the holding company. In the event that the Subsidiaries experience a slowdown in their financial performance, such condition directly affects the financial performance of the holding company as well. All material risks which affect the operational of the Company have been disclosed as described above. 56

71 VI. SIGNIFICANT EVENTS SUBSEQUENT TO THE INDEPENDENT AUDITORS REPORT Significant and relevant events which occurred subsequent to the Independent Auditors Report issued on 7 May 2009 by Public Accountant Office of Osman Bing Satrio & Rekan for the Company s Consolidated Financial Statements for the years ended on 31 December 2008, 2007 and 2006, are as follows : 1. On 15 May 2009, as the Company obtained a Statement of Effectiveness from the Chairman of Bapepam-LK by virtue of Letter No.S-3908/BL/2009 for the Public Offering of Berlian Laju Tanker IV Bonds Year 2009 with Fixed Interest Rate at a nominal value of Rp400,000,000,000 (four hundred billion Rupiah) and Sukuk Ijarah Berlian Laju Tanker II Year 2009 with total remaining ijarah of Rp100,000,000,000 (one hundred billion Rupiah). On May 2009, the Company received the proceeds from the Bond Offering and the after-said Sukuk Ijrah. 2. On May 2009, the Company obtained a loan from Bank Mandiri in the maximum amount of Rp. 500,000 million. The loan is guaranteed by a vessel of Company and a Subsidiary and paid by way of quarterly installments until 31 December

72 VII. INFORMATION ON THE COMPANY AND ITS SUBSIDIARIES 1. BRIEF HISTORY OF THE COMPANY The Company was established under the name of PT Bhaita Laju Tanker pursuant to Deed No. 60 dated 12 March 1981, which was later amended by Deed No. 127 dated 26 March 1982, Deed No. 10 dated 2 August 1982, Deed No. 55 dated 17 December 1984 and Deed No. 4 dated 5 September 1988, all drawn up before Raden Santoso, Notary in Jakarta at that time, which have been legalized by the Minister of Justice of the Republic of Indonesia based on his decision letter No. C HT Th.89 dated 31 March 1989 and registered in the State Court of Central Jakarta respectively under No. 865/1989, 866/1989, 867/1989, 868/1989 and 869/1989 dated 28 April 1989, and announced in the State Gazette of the Republic of Indonesia No. 70 dated 1 September 1989, Supplement No. 1729/1989. Amendment to the articles of incorporation of the Company is described and can be seen under sub-title Brief History of the Company as presented in the Prospectus of the Public Offering of Berlian Laju Tanker III Bonds Year 2007 With Fixed Interest Rate issued in Jakarta on 28 June Following the Public Offering of Berlian Laju Tanker III Bonds Year 2007, the Company s articles of association has been revised several times, as follows: Deed of Amendment of Articles of Association of PT Berlian Laju Tanker No. 17 dated 23 November 2007 drawn up before Dr. Amrul Portamuan, SH, LL.M, Notary in Jakarta, for which the deed has been reported to the Minister of Law and Human Rights of the Republic of Indonesia on 13 December 2007 with report no. C- UM.HT , for which the deed has been notified to the Minister of Law and Human Rights of the Republic of Indonesia and have been received and recorded by the Minister of Law and Human Rights of the Republic of Indonesia based on Letter No. C-UM.HT dated 13 December 2007 and announced in the State Gazette of the Republic of Indonesia No. 31 dated 15 April 2008, Supplement to the State Gazette No. 285, and later amended by Deed of Statement of Resolution of the Annual General Meeting of Shareholders No. 30 dated 29 April 2008 drawn up before Amrul Partomuan Pohan, S.H., LL.M, Notary in Jakarta, for which the deed has been notified to the Minister of Law and Human Rights of the Republic of Indonesia and have been received and recorded by the Minister of Law and Human Rights of the Republic of Indonesia based on Letter No. AHU-AH dated 13 May 2008 and have been recorded in the Register of Companies on 13 May 2008 No. AHU AH and based on Letter of Notary Amrul Partomuan Pohan, S.H., LL.M No. 59/II/2009 dated 24 February 2009, this deed is currently in the process to be announced in the State Gazette of the Republic of Indonesia and Supplement to the State Gazette and lastly amended by Deed of Statement of Resolution of the Extraordinary General Meeting of Shareholders No. 1 dated 6 August 2008 drawn up before Amrul Partomuan Pohan, S.H., LL.M, Notary in Jakarta, for which the deed has obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia based on Decision Letter of the Minister of Law and Human Rights of the Republic of Indonesia No. AHU AH Year 2008 dated 25 August 2008 and has been recorded in the Register of Companies on 25 August 2008 No. AHU AH Year 2008 and based on Letter No. 68/III/2009 dated 2 March 2009 is in the process to be announced in the State Gazette of the Republic of Indonesia and Supplement to the State Gazette. The Company and its Subsidiaries form a Group of Companies engaged in the business of maritime transportation services, particularly for liquid cargo which are commonly traded in the international markets, such as crude oil, fuel (oil), lubricating oil, liquid chemical substances, LPG, liquid asphalt, crude palm oil (CPO) and its derivatives, as well as molasses. The main business of the Company and its Subsidiaries is vessel charter, manning and management as well as agency business for off-shore shipping companies. Up to today, the business of vessel operation and charter, which consists of time charter and spot charter, provides the largest contribution to the revenues of the Company and its Subsidiaries. Most of the vessel charter business is carried out by the Company and its Subsidiaries using owned ships and those leased by the Company from other shipping companies. The Company is domiciled in Jakarta, with its head office located in Wisma BSG, Floor 10, Jl. Abdul Muis No. 40, Jakarta Today, the Company has two branch offices in Dumai and Merak, respectively located in Jl. Yos Sudarso No. 159, Dumai 28814, and Jl. Pulorida No. 18, Desa Tamansari, Merak

73 At present, the Company has direct share ownership as follows: Company Business Activities Ownership Percentage (%) Subsidiary: Indigo Pacific Corporation (Labuan, investment, ownership & operation Malaysia) of ships Diamond Pacific International Corp. investment, ownership & operation (Labuan, Malaysia) of ships Asean Maritime Corporation (Labuan, investment, ownership & operation Malaysia) of ships PT Banyu Laju Shipping (Indonesia) maritime shipping services and ship chartering PT Brotojoyo Maritime (Indonesia) shipping services, transportation services and trust shipping PT Buana Listya Tama (Indonesia) shipping and transportation services, ship chartering and also rental of shipping-related equipments PT Bayu Lestari Tanaya (Indonesia) Associate Company: PT Berlian Limatama (Indonesia) general trading, expedition services, packaging and warehousing, as well as shipping management, planning and development loading-unloading cargo in ships and terminals services, warehousing, heavy machineries and transportation Date of Share Subscription 100,00 29 Desember ,00 29 Desember ,00 1 Juli ,80 16 Desember ,00 20 Januari ,99 12 Mei ,00 22 Maret ,00 24 Juli 1996 Upon its incorporation, the Company only owned and chartered 2 (two) units of oil tankers with tonnage capacity of 12,050 DWT. From year to year, the fleet operated by the Company and its Subsidiaries continued to grow, and as of 31 December 2008, the Company operated 88 (eighty eight) tankers with total tonnage capacity of 2,045,064 DWT, consisting of 61 chemical tankers, 14 oil tankers, 12 gas tankers and 1 FPSO tanker. Of this entire fleet, the Company owns 63 tankers and charters the remaining 25 tankers. The facilities and infrastructure used by the Company are the following: Type Total Status Time Period Location The Company: Buildings 3,178 m 2 Buildings 12 fl. Unit m2 Leased 1/02/ /02/2010 Wisma BSG Jakarta Buildings 10 fl. Unit m2 Leased 1/04/2005 1/04/2010 Wisma BSG Jakarta Buildings 11 fl. Unit m2 Leased 1/04/2005-1/04/2010 Wisma BSG Jakarta Buildings 11 fl. Unit m2 Leased 1/09/ /09/2011 Wisma BSG Jakarta Buildings 5 fl. Unit M m2 Leased 7/01/2008-7/01/ 2013 Wisma BSG Jakarta Land Leased No certain time period Tamansari, Pulomerak Buildings 448 m 2 Owned - Dumai Two-wheel Vehicles 4 unit Owned - Jakarta, Dumai, Merak Four-wheel Vehicles 26 unit Owned - Jakarta, Merak Four-wheel Vehicles 3 unit Leased - Jakarta Subsidiary: Buildings 495 m 2 Leased - Singapore and Hongkong All facilities and infrastructure owned and utilized by the Company have been adequately insured by the Company and the lessee. Motor vehicles owned by the Company have been insured by several insurance companies for total loss value of Rp9,264,285,000. The Company also has insurance protection for office building in Merak with total value of Rp1,100,000,

74 2. DEVELOPMENTS IN OWNERSHIP OF SHARES IN THE COMPANY A description of the developments in the ownership of the Company s shares up to 31 March 2007 is provided in the Prospectus of the Public Offering of Berlian Laju Tanker III Bonds With Fixed Interest Rate, which was issued in Jakarta on 28 June 2007, based on the Effective Letter from the Chairman of Bapepam. Since the Public Offering of Berlian Laju Tanker III Bonds Year 2007, there have been several changes in the ownership of the Company s shares, and up to the date of issue of this Prospectus, such changes are as described below: 2007 In relation to the exercise of warrants from the Limited Public Offering II, based on Deed of Amendment of the Articles of Association of PT Berlian Laju Tanker No. 17 dated 23 November 2007 drawn up before Dr. Amrul Portamuan, SH, LL.M, Notary in Jakarta, for which the said deed has been reported to the Minister of Law and Human Rights of the Republic of Indonesia on 13 December 2007 under report no. C- UM.HT , the Company s shareholders resolved to approve an increase in the Company s subscribed/paid-up capital from 4,157,572,436 shares or with aggregate nominal value of Rp 259,848,277,250 to 4,157,675,536 shares or with aggregate nominal value of Rp 259,854,721,000. With the exercise of warrants from the Limited Public Offering II, based on the Letters from the Share Registrar (-) concerning Notification of Shares Issued from Conversion of Warrants Series 01 PT Berlian Laju Tanker Tbk., consisting of the following letters: No.137/A5/I/XII/2007 dated 7 December 2007 states that there were issued 105,920 shares, No.138/A5/I/XII/2007 dated 10 December 2007 states that there were 356 issued shares, No.139/A5/I/XII/2007 dated 21 December 2007 states the issue of 1,225,424 shares, No.140/A5/I/XII/2007 dated 21 December 2007 states a total of 3,200 shares. Therefore, the number of outstanding shares is 4,159,010,436 shares. With the above changes, the composition of the Company s shareholders based on the List of Shareholders of the Company, which was obtained from the Share Registrar (PT Sinartama Gunita) on 31 December 2007 is as provided below: Nominal value Rp 62.5 per share Description Number of Shares Total Nominal Value (Rp) Percentage (%) Authorized Capital 14,676,480, ,280,000,000 Subscribed and Paid-up Capital PT Tunggaladhi Baskara 2,047,793, ,987,110, Meadowstream Limited 138,000,000 8,625,000, Widihardja Tanudjaja 2,620, ,800, Berlian Employee Cooperative 2,422, ,378, Public (*) 1,937,123, ,070,238, Sub Total 4,127,960, ,997,527, Shares repurchased 31,050,000 1,940,625, Total Subscribed and Paid-up Capital 4,159,010, ,938,152, Number of Shares Remaining in Portfolio 10,517,469, ,341,847,750 (*) Is total ownership of shares by the public, respectively at a total of no more than 5 % from the capital subscribed in the Company In relation with the exercise of warrants from the Limited Public Offering II, based on Deed of Statement of Resolution of the Annual General Meeting of Shareholders No. 30 dated 29 April 2008 drawn up before Dr. Amrul Partomuan Pohan, S.H., LL.M, Notary in Jakarta, for which the deed has been notified to the Minister of Law and Human Rights of the Republic of Indonesia and has been received and recorded by the Minister of Law and Human Rights of the Republic of Indonesia based on Letter No. AHU-AH dated 13 May 2008, the Company s shareholders resolved to approve an increase in the Company s subscribed/paidup capital from 4,157,675,536 shares or with aggregate nominal value of Rp259,854,721,000 to 4,589,281,176 shares or with aggregate nominal value of Rp286,830,073,500. With the changes above, the composition of the Company s shareholders based on the List of Shareholders of the Company, which was obtained from the Share Registrar PT Sinartama Gunita on 31 December 2008 is as follows: 60

75 Nominal Value Rp62.5 per share Description Number of Shares Total Nominal Value (Rp) Percentage (%) Authorized Capital 14,676,480, ,280,000,000 Subscribed and Paid-up Capital PT Tunggaladhi Baskara 2,447,724, ,982,797, Widhihardja Tanudjaja 2,620, ,800, Siana Anggraeni Surya 62,400 3,900, Berlian Employee Cooperative 2,422, ,378, Public (*) 1,724,100, ,528,197, Sub Total 4,176,930, ,997,527, Shares repurchased 412,351,000 1,940,625, Total Subscribed and Paid-up Capital 4, 589,281, ,938,152, Number of Shares Remaining in Portfolio 10,517,469, ,341,847,750 (*) Is total ownership of shares by the public, respectively at a total of no more than 5 % from the capital subscribed in the Company Based on the List of Shareholders of the Company which was obtained from the Shares Registrar (PT Sinartama Gunita) dated 30 April 2009 as follows: Nominal Value Rp62.5 per share Description Number of Shares Total Nominal Value (Rp) Percentage (%) Authorized Capital 14,676,480, ,280,000,000 Subscribed and Paid-up Capital PT Tunggaladhi Baskara 2,447,724, ,982,797, Widhihardja Tanudjaja 2,620, ,800, Siana Anggraeni Surya 62,400 3,900, Berlian Employee Cooperative 2,422, ,378, Public (*) 1,724,100,15 107,756,259,750 37,56 Sub Total 4,176,930, ,058,136, Shares repurchased 412,351,000 25,771,937, Total Subscribed and Paid-up Capital 4,589,281, ,830,073, Number of Shares Remaining in Portfolio 10,087,198, ,449,926,500 (*) Ownership of shares of each shareholder no more than 5 % respectively. The following is a summary of transactions under the Company s share buy back program: EGM Period of Repurchase Year October December May March July May 2007 Number of Uses Shares 205,040,000 Sold under private placement through the Jakarta Stock Exchange 412,433,000 Allocated for holders of Convertible Bonds which have been issued on 14 December 2005 by BLT Finance Corporation 403,038,000 Allocated for holders of Convertible Bonds which have been issued on 17 May 2007 by BLT B V 61

76 3. BRIEF DESCRIPTION ON SHAREHOLDERS THAT ARE LEGAL ENTITIES PT Tunggaladhi Baskara Brief History PT Tunggaladhi Baskara is established by virtue of Deed of Incorporation No. 30 dated 21 July 1992 and revised by Deed of Amendment No. 14 dated 11 December 1992, both drawn up before Raden Santoso, a Notary in Jakarta at that time, and the deeds have been legalized by the Minister of Justice of the Republic of Indonesia by virtue of decision letter No. C HT Th.92 dated 16 December 1992 and registered in the Office of the State Court of Central Jakarta under No. 3376/1992 and No. 3377/1992 on 19 December 1992, and announced in the State Gazette of the Republic of Indonesia No. 60 dated 26 July 1996, Supplemental State Gazette No. 6607/1996. The Articles of Association was amended last by the Deed of Statement of Shareholders Resolution No. 14 dated 10 September 2008 drawn up before Winanto Wiryomartani, S.H., M.Hum, a Notary in Jakarta, which deed has been granted the approval of the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Decision Letter No. AHU AH Year 2008 dated 22 December 2008 and recorded in the Company Registry under No. AHU AH Year By virtue of the Letter dated 26 February 2009 issued by Winanto Wiryomartani S.H., M.Hum, Notary in Jakarta, the said deed is currently in the process of being announced in the State Gazette of the Republic of Indonesia and Supplemental the State Gazette. PT Tunggal Baskara ( TAB ) is a majority shareholder of the Company and one of the founders of the Company. TAB is a investment company which is indirectly owned by Surya Family, with one of its main investments directed to the Company shares; the investment that was placed on the Company is, in turn, financed by debts, equities, dividends, and profits from other business investments. Business Line TAB is engaged in the business of trade, contractor, real estate, mining, forestry, agriculture, plantation, fishery, animal husbandry and general services (not including legal services). Capital Structure Based on Deed No. 26 dated 17 March 1998, drawn up before Lily Widjaja, S.H., a Notary in Jakarta, the capital structure of PT Tunggaladhi Baskara is as follows: Registered Ordinary Shares Nominal Value of Rp 500,000 per share Description Number of Shares Total Nominal Value (Rp) Percentage (%) Authorized Capital 300, ,000,000,000 Subscribed and Paid-up Capital PT Bagusnusa Samudra Gemilang 203, ,999,000, PT Bagus Setia Giri 2 1,000, Total Issued and Paid-up Capital 204, ,000,000, Number of Shares Remaining in Portfolio 96,000 48,000,000,000 Management and Supervision The composition of management and supervision of PT Tunggaladhi Baskara at the time of the publication of this Prospectus is as follows: Board of Commissioners President Commissioner : Utama Hadi Surya 62

77 Commissioner : Suherman Widjaja Director President Director : Hadi Surya Director : Dwijaya Hadi Surya 4. BRIEF DESCRIPTION ON SUBSIDIARIES a. Indigo Pacific Corporation (Labuan) Brief History Indigo Pacific Corporation (Labuan) was incorporated on 24 December 1997 and operated based on the laws of Malaysia and is domiciled in Labuan. Business Line Indigo Pacific Corporation (Labuan) is engaged in the field of investment, ownership and operation of ships and other businesses, as far as they are not prohibited under the prevailing laws and regulations of Malaysia. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of Indigo Pacific Corporation (Labuan) is as follows: Description Nominal Value USD 1 per share Number of Shares Total Nominal Value (USD) Equivalent in Rupiah* (Rp) Percentage (%) Authorized Capital 7,850,000 7,850,000 85,957,500,000 Subscribed and Paid-up Capital PT Berlian Laju Tanker Tbk. 7,850,000 7,850,000 85,957,500, Total 7,850,000 7,850,000 85,957,500, Number of Shares Remaining in Portfolio * The closing exchange rate of Bank Indonesia as at 31 December 2008 at USD 1 = Rp 10,950 Important Financial Highlights The table below provides important financial data of Indigo Pacific Corporation for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank of Indonesia middle rate whereas the rate used in the profit and loss statement is Bank Indonesia average rate), which have been audited by independent auditor Chieng and Associates (Malaysia) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp10,950 and BI average rate at Rp 9,678), 31 December 2007 (BI middle rate at Rp 9,419 and BI average rate at Rp 9,136) and 31 December 2006 (BI middle rate at Rp 9,020 and BI average rate at Rp 9,170), all with unqualified opinion: BALANCE SHEET Description 31 December USD Rp million USD Rp million USD Rp million ASSETS Current Assets 101,674,775 1,113,339 28,355, ,076 16,143, ,615 Fixed Assets 439,445,810 4,811, ,065,511 1,761,970 59,263, ,555 Non-Current Assets 248,366,611 2,719, ,226,906 4,127, ,488, ,511 TOTAL ASSETS 789,487,196 8,644, ,647,419 6,156, ,895,768 1,631,681 LIABILITIES Current Liabilities 22,465, ,003 14,669, ,176 7,597,848 68,533 Non-Current Liabilities 379,785,508 4,158, ,197,910 4,504,146 58,634, ,888 63

78 TOTAL LIABILITIES 402,251,500 4,404, ,867,812 4,642,322 66,232, ,421 EQUITY 387,235,696 4,240, ,779,607 1,514, ,662,928 1,034,260 TOTAL LIABILITIES & EQUITY 789,487,196 8,644, ,647,419 6,156, ,895,768 1,631,681 PROFIT AND LOSS STATEMENT Description 31 December USD Rp million USD Rp million USD Rp million Operating Revenues 200,409,889 1,939, ,321,380 1,026,168 84,961, ,099 Income from Operations 62,002, ,058 24,546, ,253 17,669, ,031 Net Income 228,458,025 2,211,017 46,118, ,341 35,985, ,984 Financial Analysis 31 December 2007 compared to 31 December 2006 An increase in current assets as much as 70%is due to an increase in cash, increase in the price of fuel oil, and an increase in business debts by subsidiaries. An inccrease in fixed assets as much as 233% is due to the purchase of the MT Trirasa and MT Tridonawati vessels by subsidiaries. An increase in non-current assets as much as 229% is due to the increase in other business receivable incurred from parties with special relationship by the subsidiaries. An increase in non-current liabilities as much as 381% is due to the existence of new long-term bond debts in the value of USD400,000,000. An increase in the business revenues as much as 32% is due to the operations of two new vessels of the subsidiaries. An increase in the business profits as much as 37% is due to the successes in supressing the increase in business charges and administrative charges. 31 December 2008 compared to 31 December 2007 An increase in the curent liabilities as much as 98% is due to the increase in business debts, increase in tax debts, increase in expenses that still need to be paid and the decrease in income that was received in advance by the subsidiaries. An increase in business revenues as much as 89% is due to the operations of 8 new vessels by the subsidiaries. An increase in business profits as much as 171% is due to the successes in suppressing the increase in business charges and administrative charges. An increase in net profits as much as 425% is due to the increase in the normal value on the conversion bonds and paid money order, a profit from the sale of vessel, a loss incurred from the swap transaction and an increase in interest charges and bank expenses by the subsidiaries. Management Director Director Director Director: Director : Hadi Surya : Widihardja Tanudjaja : Siana Anggraeni Surya : Wong Kevin : Michael Murni Gunawan 64

79 b. Diamond Pacific International Corporation (Labuan) Brief History Diamond Pacific International Corporation (Labuan) was established on December 24, 1997 and operated based on the laws of Malaysia and is domiciled in Labuan. Business Line Diamond Pacific International Corporation (Labuan) is engaged in the field of investment, ownership and operation of ships and other businesses, as far as they are not prohibited under the prevailing laws and regulations of Malaysia. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of Diamond Pacific International Corporation (Labuan) is as follows: Description Number of Shares Nominal value USD 1 per share Total Equivalent in Nominal Rupiah* Value (USD) (Rp) Percentage (%) Authorized Capital 6,350,00 6,350,000 69,532,500,000 0 Subscribed and Paid-up Capital PT Berlian Laju Tanker Tbk. 6,350,00 6,350,000 69,532,500, Total 6,350,00 0 6,350,000 69,532,500, Number of Shares Remaining in Portfolio * The closing exchange rate of Bank Indonesia as at 31 December 2008 at USD 1 = Rp 10,950 Important Financial Highlights The table below provides important financial data of Diamond Pacific International Corporation (Labuan) for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor Chieng and Associates (Malaysia) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp10,950 and BI average rate at Rp 9,678), 31 December 2007 (BI middle rate at Rp 9,419 and BI average rate at Rp 9,136) and 31 December 2006 (BI middle rate at Rp 9,020 and BI average rate at Rp 9,170), all with an unqualified opinion: BALANCE SHEET Description 31 December USD Rp million USD Rp million USD Rp million ASSETS Current Assets 88,129, ,016 22,468, ,629 15,849, ,966 Fixed Assets 111,467,131 1,220,565 41,520, ,084 43,331, ,854 Non-Current Assets 139,768 1,530 33,200, ,719 50,665, ,003 TOTAL ASSETS 199,736,207 2,187,111 97,189, , ,847, ,823 LIABILITIES Current Liabilities 2,854,095 31,252 5,517,576 51,970 1,926,995 17,381 Non-Current Liabilities 123,828,017 1,355,917 20,054, ,893 42,361, ,097 TOTAL LIABILITIES 126,682,112 1,387,169 25,572, ,863 44,288, ,478 EQUITY 73,054, ,942 71,617, ,569 65,559, ,345 65

80 TOTAL LIABILITIES & EQUITY 199,736,207 2,187,111 97,189, , ,847, ,823 PROFIT AND LOSS STATEMENT 31 December Description Rp Rp Rp USD USD USD million million million Operating Revenues 60,194, ,570 52,956, ,810 46,809, ,243 Income from Operations 11,220, ,589 11,181, ,153 8,944,954 82,025 Net Income (Loss) (2,989,137) (28,929) 10,335,866 94,428 23,924, ,390 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in the current assets as much as 35% is due to the increase in the price of fuel oil, increase in other business receivable and increase in expenses that are paid in advance by the subsidiaries. The increase in non-current assets as much as 84% is due to an increase in other business receivable incurred from parties with special relationship by the subsidiaries. The increase in non-current liabilities as much as 91% is due to an increase in other business debts incurred from parties with special relationship by the subsidiaries. The decrease in net profits as much as 57% is due to the increase in operational charges and administrative charges of the subsidiaries as well as the increase in the profit and loss section on associate company. 31 December 2008 compared to 31 December 2007 The increase of current assets as much as 392% is due to the increase of cash amount and temporary investment in commercial paper. The increase of fixed assets as much as 202% is due to the accomplishment of building MT Gas Lombok and MT Gas Sumbawa Vessels and also the sales of MT Brotojoyo by the Subsidiaries. The increase of non-current liabilities as much as 61% is due to the increase of other business debts to party with special relationship by the Subsidiaries. The decrease of net income as much as 131% is due to the increase of net loss of associated company. Management Director Director Director Director Director : Hadi Surya : Widihardja Tanudjaja : Siana Anggaraeni Surya : Wong Kevin : Michael Murni Gunawan c. Asean Maritime Corporation Brief History Asean Maritime Corporation was incorporated on September 16, 1997 and operated based on the laws of Malaysia and is domiciled in Labuan. Business Line Asean Maritime Corporation is engaged in the field of investment, ownership and operation of ships and other businesses, as far as they are not prohibited under the prevailing laws and regulations of Malaysia. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of Asean Maritime Corporation is as follows: 66

81 Description Number of Shares Total Nominal Value (USD) Equivalent in Rupiah* (Rp) Percentage (%) Authorized Capital 4,130,600 41,306, ,300,700,000 Subscribed and Paid-up Capital PT Berlian Laju Tanker Tbk. 4,130,600 41,306, ,300,700, Total 4,130,600 41,306, ,300,700, Number of Shares Remaining in Portfolio * The closing exchange rate of Bank Indonesia as at 31 December 2008 at USD 1 = Rp 10,950 Important Financial Highlights The table below provides important financial data of Asean Maritime Corporation for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor Chieng and Associates (Malaysia) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp 10,950 and BI average rate at Rp 9,678), 31 December 2007 (BI middle rate Rp 9,419 and BI average rate at BI Rp 9,136) dan 31 December 2006 (BI middle rate Rp 9,020 and BI average rate at Rp 9,170), all with an unqualified opinion: BALANCE SHEET 31 December Description USD Rp million USD Rp million USD Rp million ASSETS Current Assets 91,337,099 1,000, ,887,419 2,127,634 97,041, ,317 Fixed Assets 1,220,041,251 13,359,452 1,306,847,971 12,309, ,510,989 3,558,489 Non-Current Assets 52,119, , ,210, ,879 10,860,235 97,959 TOTAL ASSETS 1,363,497,419 14,930,297 1,632,945,571 15,380, ,413,028 4,531,765 LIABILITIES Current Liabilities 71,855, , ,091,523 2,657,020 22,538, ,300 Non-Current Liabilities 1,016,983,711 11,135,972 1,096,227,989 10,325, ,355,326 2,555,865 TOTAL LIABILITIES 11,922,794 12,982, ,894,183 2,759,165 1,088,839,600 1,378,319,512 EQUITY 274,657,819 3,007, ,626,059 2,398, ,518,845 1,772,600 TOTAL LIABILITIES & EQUITY 1,363,497,419 14,930,297 1,632,945,571 15,380, ,413,028 4,531,765 PROFIT AND LOSS STATEMENT 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues Income from Operations Net Income 442,613,561 4,283, ,507,321 1,996, ,528,625 1,857, ,246,482 1,154,078 65,545, ,825 72,946, ,921 19,661, ,287 58,067, ,508 72,312, ,105 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in current assets as much as 134% is due to the increase in cash and bank balances, increase in business debt and increase in fuel oil. The increase in non-current assets as much as 464% is due to goodwill, cash which use is limited, and the increase in other business receivables. 67

82 The increase in current liabilities as much as 495% is due to the increase in business debts, increase in other business debts, increase in income that was received in advance. The increase in non-current liabilities as much as 380% is due to the increase in long-term debt and finance lease, as well as other debts incurred from parties with special relationship by the subsidiaries. 31 December 2008 compared to 31 December 2007 The decrease in current assets as much as 56% is due to the decrease in cash and bank balances by the subsidiaries. The increase in fixed assets as much as 248% is due to the new vessels addition by the subsidiaries. The increaes in non-current assets as much as 36% is due to the increase in other business receivables incurred from parties with special relationship by the subsidiaries. The decrease in current liabilities as much as 31% is due to the decrease in the amount of short-term bank debts. The increase in the business revenues as much as 115% is due to the commencement of operation of the new vessels by the subsidiaries. An increase in the business profits as much as 93% is due the commencement of the operation of the new vessels by the subsidiaries. The decrease in the net profits as much as 64% is due to the increase in interest charges, loss attributed to the difference in exchange rates, the decrease in the value of the assets and the decrease in the value of goodwill. Management President Director Director Director Director Director : Hadi Surya : Widihardja Tanudjaja : Siana Anggaraeni Surya : Wong Kevin : Michael Murni Gunawan d. PT Banyu Laju Shipping Brief History PT Banyu Laju Shipping was established in Jakarta, Indonesia by virtue of Deed No. 35 dated 25 July 1991, drawn up before Raden Santoso S.H., Notary in Jakarta, which deed has been legalized by the Minister of Justice of the Republic of Indonesia by virtue of his Decision Letter No. C HT TH 94 dated 17 October 1994, and recorded in the Register at the State Court of Central Jakarta on 21 November 1994 under No. 2253/1994 as well as announced in the State Gazette of the Republic of Indonesia No. 60 dated 26 July 1996, Supplement No The Company was established as a Foreign Investment Company (PMA) which was approved by the Investment Coordinating Board by virtue of approval letter No. 189/I/PMA/1991 dated 20 June Based on the resolution of the General Meeting of Shareholders on 8 May 2002, the Company s status was changed to a Domestic Investment Company as have been approved by the Investment Coordinating Board by vritue of letter No. 12/V/PMDN/2002 dated 18 June The latest amendment to the articles of association is set forth in Deed of Statement of Meeting Resolution No. 32 dated 29 April 2008, drafted before Ny. Lilik Kristiwati S.H., Notary in Jakarta, which deed has been granted the approval of the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Decision Letter No. AHU AH Year 2008 dated 13 May 2008, and recorded in the Company Registry under No. AHU AH Year 2008 on 13 May 2008, and announced in the State Gazette of the Republic of Indonesia No. 72 dated 5 September 2008, the State Gazette No

83 Business Line PT Banyu Laju Shipping is engaged in the business of maritime shipping services in the domestic and international waters as well as in ship chartering. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of PT Banyu Laju Shipping is as follows: Registered Ordinary Shares Nominal Value Rp 1,949,000 per share Description Number of Total Nominal Value Percentage Shares (Shares) (Rp) (%) Authorized Capital ,500,000 Subscribed and Paid-up Capital PT Berlian Laju Tanker Tbk ,551, PT Brotojoyo Maritime 1 1,949, Total ,500, Number of Shares Remaining in Portfolio - - Important Financial Highlights The table below provides important financial data of PT Banyu Laju Shipping for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor Bismar, Muntalib and Yunus (Indonesia) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp 10,950 and BI average rate at Rp 9,678), 31 December 2007 (BI middle rate at Rp 9,419 and BI average rate Rp 9,136) and which have been audited by independent auditor Public Accountant Office of Drs. Bismar Sitanggang dan Rekan for the consolidated financial statements as at 31 December 2006 (BI middle rate at Rp 9,020 and BI average rate at Rp9,170), all with an unqualified opinion: BALANCE SHEET 31 December Description USD Rp million USD Rp million USD Rp million ASSETS Current Assets 1,685,286 17,951 1,655,898 15,050 1,675,000 15,093 Fixed Assets 43, , , Non-Current Assets 2,173,694 20,063 1,348,612 12, ,483 8,026 TOTAL ASSETS 3,902,176 38,419 3,005,529 27,258 2,642,839 23,228 LIABILITIES Current Liabilities 584,536 5, ,438 2, ,755 7,996 Non-Current Liabilities 3, , , TOTAL LIABILITIES 587,925 5, ,378 2, ,870 8,033 EQUITY 3,314,251 32,619 2,682,151 24,468 1,750,969 15,195 TOTAL LIABILITIES & EQUITY 3,902,176 38,419 3,005,529 27,258 2,642,839 23,228 PROFIT AND LOSS STATEMENT 31 December Description USD USD USD 69

84 Rp million Rp million Rp million Operating Revenues 2,858,435 27,291 2,943,810 26,903 1,605,435 14,697 Income (Loss) from Operations 534,531 5, ,965 8,815 (2,100) 85 Net Income (Loss) 632,100 8, ,182 9,272 98,621 (523) Financial Analysis 31 December 2007 compared to 31 December 2006 The decrease in fixed assets as much as 84% is due to the fact that vessels and cars assets have fully depreciated. The increase in non-current assets as much as 52% is due to the increase in other receivable from parties with special relationship by the subsidiaries. The decrease in current liabilities as much as 66% is due to the decrease in expenses that still need to be paid. The increase in the business revenues as much as 83% is due to the increase in the performance of the Company. The increase in the net profit as much as 1873% is due to the increase in the interest income and decrease in the loss attributable to the difference in exchange rates. The increase in the business profits as much as 10280% is due to the fact that operation expenses does not increase much compared to the increase in business revenues. 31 December 2008 compared to 31 December 2007 The increase in fixed assets as much as 2181% is due to the purchase of company cars asset. The incrase in non-current assets as much as 65% is due to the increase in other debts incurred from parties with special relationship by the subsidiaries. The increase in current liabilities as much as 109% is due to the increase in business receivables incurred from third party. The decrease in business profits as much as 42% is due to the the fact that business revenues increase by 1% whereas operational expenses increase by 21%. Management President Commissioner : Hadi Surya President Director : Widihardja Tanudjaja Director : Dwijaya Hadi Surya e. PT Brotojoyo Maritime Brief History PT Brotojoyo Maritime was established in Jakarta, Indonesia by virtue of Deed No. 35 dated 20 January 2003 drawn up before Setiawan, S.H., Notary in Jakarta, which deed has been granted the approval of the the Minister of Justice and Human Rights of the Republic of Indonesia No. C HT TH.2003 dated 5 March 2003 and registered in the Office of Company Registration of Central Jakarta on 14 July 2004 No. 1185/BH.09.05/V/2003 as well as announced in the State Gazette of the Republic of Indonesia No. 65 dated 15 August 2003, Supplement No The latest amendment to the articles of association is set forth in Deed of Statement of Meeting Resolution No.11 dated 3 June 2008 drawn up before Ny. Lilik Kristiwati, S.H., Notary in Jakarta, which deed has been granted the approval of the Minister of Law and Human Rights of the Republic of Indonesia by vritue of his Decision Letter No. AHU AH Year 2008 dated 17 June 2008 and recorded in the Company 70

85 Registry No. AHU AH Year 2008 on 17 June 2008 and announced in the State Gazette No. 59 dated 22 July 2008, Supplement No Business Line PT Brotojoyo Maritime is engaged in the business of shipping and transportation services serving the domestic and international markets as well as trust shipping. Capital Structure and Share Ownership On 31 December 2008, the capital structure and share ownership of PT Brotojoyo Maritime is as follows: Registered Ordinary Shares Nominal Value Rp 1,000 per share Description Number of Percentage Total Nominal Value (Rp) Shares (%) Authorized Capital 1,000,000 1,000,000,000 Subscribed and Paid-up Capital PT Berlian Laju Tanker Tbk. 247, ,500, PT Banyu Laju Shipping 2,500 2,500, Total 250, ,000, Number of Shares Remaining in Portfolio 750, ,000,000 Management Commissioner President Director Director Director Director : Hadi Surya : Widihardja Tanudjaja : Michael Murni Gunawan : Wong Kevin : Siana Anggraeni Surya Important Financial Highlights The table below provides important financial data of PT Brotojoyo Maritime for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor Bismar, Muntalib and Yunus (Indonesia) for the consolidated financial statements as at 31 December 2008 (BI middle rate Rp 10,950 and BI average rate at Rp 9,678), 31 December 2007 (BI middle rate Rp 9,419 and BI average rate at Rp 9,136) and which have been audited by independent auditor Public Accountant Office of Drs. Bismar Sitanggang dan Rekan for the consolidated financial statements as at 31 December 2006 (BI middle rate at Rp 9,020 and BI average rate at Rp 9,170), all with an unqualified opinion: BALANCE SHEET 31 December Description USD Rp million USD Rp million USD Rp million ASSETS Current Assets 2,398,164 27, ,161 6,033 3,870,018 34,441 Fixed Assets 21,770, , ,606 2,740 7,899,959 70,554 Non-Current Assets 293, ,164,984 60, ,340 4,662 TOTAL ASSETS 24,462, ,887 8,109,751 69,122 12,683, ,657 LIABILITIES Current Liabilities 1,343,346 14,568 1,514,321 14, ,650 7,577 Non-Current Liabilities 16,655, , TOTAL LIABILITIES 17,999, ,063 1,514,321 14, ,650 7,577 EQUITY 6,463,391 54,824 6,595,430 54,856 11,842, ,050 TOTAL LIABILITIES & EQUITY 24,462, ,887 8,109,751 69,122 12,683, ,657 71

86 STATEMENTS OF INCOME 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues 1,890,247 20,736 1,037,155 9,446 5,520,651 50,665 Income (Loss) from Operations (332,368) (532) (3,505,094) (31,700) 620, Net Income (Loss) (132,040) (577) (5,247,237) (47,225) 570, Financial Analysis 31 December 2007 compared to 31 December 2006 The decrease in current assets as much as 82% is due to the decrease in cash/bank, decrease in business receivable and decrease in expenses paid in advance. The decrease in fixed assets as much as 96% is due to the transfer of the operation of MT Bandondari to other subsidiary. The increase in current assets as much as 1217% is due to the increase in other receivables incurred from parties with special relationship. The increase in current liabilities as much as 88% is due to the increase in tax debts. The decrease in business revenues as much as 81% is due to the transfer of the operations of MT Bandondari to other subsidiary. The decrease in business profits as much as 802% is due to the transfer of operations of MT Bandondari to other subsidiary. The decrease in net profit as much as 1438% is due to the transfer of the operation of MT bandondari to other subsidiary, loss due to the sale of asset and increase in other expenses. 31 December 2008 compared to 31 December 2007 The increase in current assets as much as 356% is due to the increase in business receivables and increase in expenses paid in advance. The increase in fixed assets as much as 7389% is due to the purchase of MT Bramani. The decrease in non-current assets as much as 100% is due to the reduction of other receivables to parties with special relationship. The increase in business revenues as much as 119% is due to the commencement of the operations of MT Bramani. The increase in business profits as much as 98% is due to the commencement of the operations of MT Bramani. The increase in net profits as much as 99% is due to the commencement of the operations of MT Bramani. f. PT Buana Listya Tama Brief History PT Buana Listya Tama was established in Jakarta, Indonesia by virtue of Deed No. 27 dated 12 May 2005 drawn up before Ny. Lilik Kristiwati, S.H., Notary in Jakarta, which deed was legalized by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of his Decision Letter No.C HT Th.2005 dated 21 September 2005, and registered in the Office of Company Registration of Central Jakarta on 11 September 2006 under No.6829/BH.09.05/IX/2006 and announced in the State Gazette of the Republic of Indonesia No. 79 dated 3 October 2006, Supplemental State Gazette No The latest amendment to the company s articles of association is set forth in Deed of Statement of Meeting Resolution No. 31 dated 22 May 2008, drawn up before Ny. Lilik Kristiwati, S.H., Notary in Jakarta, which deed has been granted the Approval of the Minister of Law and Human Rights of the Republic of Indonesia, 72

87 by virtue of his Decision Letter No. AHU AH Year 2008 dated 4 June 2008 and recorded in the Register of Companies No. AHU AH Year 2008 on 4 June Business Line PT Buana Listya Tama is engaged in the business of domestic and international shipping and transportation services and also in the business of ship chartering and the rental of shipping-related equipments. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of PT Buana Listya Tama is as follows: Registered Ordinary Shares Nominal Value Rp 1,000 per share Description Number of Shares Total Nominal Value (Rp) Authorized Capital 2,000,000,000 2,000,000,000,000 Percentage (%) Subscribed and Paid-up Capital PT Berlian Laju Tanker Tbk. 695,975, ,975,474, PT Bayu Lestari Tanaya 50,000 50,000, Total 695,025, ,025,474, Number of Shares Remaining in Portfolio 1,304,974,526 1,304,974,526,000 Management President Commissioner : Widihardja Tanudjaja Commissioner : Siana Anggraeni Surya President Director : Michael Murni Gunawan Director : Wong Kevin Important Financial Highlights The table below provides important financial data of PT Buana Listya Tama for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor Bismar, Muntalib and Yunus (Indonesia) for the consolidated financial statement as at 31 December 2008 (BI middle rate at Rp 10,950 and BI average rate at Rp 9,678), 31 December 2007 (BI middle rate at Rp 9,419 and BI average rate at Rp 9,136) and which have been audited by independent auditor Public Accountant Office of Drs. Bismar Sitanggang dan Rekan for the consolidated financial statement as at 31 December 2006 (BI middle rate at Rp 9,020 and BI average rate at Rp 9,170), all with an unqualified opinion: BALANCE SHEET 31 December Description USD Rp million USD Rp million USD Rp million ASSETS Current Assets 7,580,383 80,131 5,344,535 49,755 4,108,428 37,396 Fixed Assets 73,496, ,801 85,504, ,766 90,121, ,006 Non-Current Assets 13,654, , TOTAL ASSETS 94,731, ,391 90,849, ,524 94,229, ,402 LIABILITIES Current Liabilities 3,720,839 40,550 1,634,157 15,728 3,373,215 30,578 Non-Current Liabilities - - 4,771,156 42,740 13,642, ,128 73

88 TOTAL LIABILITIES 3,720,839 40,550 6,405,313 58,468 17,015, ,706 EQUITY 91,011, ,841 84,444, ,056 77,214, ,696 TOTAL LIABILITIES & EQUITY 94,731, ,391 90,849, ,524 94,229, ,402 STATEMENTS OF INCOME 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues 29,080, ,035 27,205, ,470 5,993,047 54,759 Income from 7,783,412 80,116 7,674,838 69,640 1,479,068 13,077 Operations Net Income 6,566,684 53,785 7,229,610 69,360 1,522,457 7,682 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in current assets as much as 33% is due to the increase in the reserves of bunker. The decrease in the current liabilities as much as 49% is due to the decrease in business debts incurred from third party. The decrease in non-current liabilities as much as 66% is due to the decrease in other debts incurred from parties with special relationship. The increase in the business revenues as much as 354% is due to the increase in the performance of subsidiaries. The increase in the business profits as much as 433% is due to the increase in the performance of subsidiaries. The increase in net profits as much as 803% is due to the increase in gains due to the difference in exchange rates. 31 December 2008 comapred to 31 December 2007 The increase in current assets as much as 61% is due to the increase in business receivable incurred to third party and expenses paid in advance. The increase in non-current assets as much as % is due to the arising of other receivable incurred from parties with special relationship. The increase in current liabilities as much as 158% is due to the increase in expenses that still need to be paid. The decrease in non-current liabilities as much as 100% is due to the decrease in other debts incurred to parties with special relationship. g. PT Bayu Lestari Tanaya Brief History PT Bayu Lestari Tanaya was incorporated in Jakarta, Indonesia by virtue of Deed No. 11 dated 22 March 2005 drawn up before Ny. Lilik Kristiwati, S.H., Notary in Jakarta, which Deed was legalization by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of his Decision Letter No.C HT TH.2005 dated 17 May 2005, and registered in the Office of Company Registration of Central Jakarta on 11 August 2005 under No.2148/BH.08.05/VIII/2005 as well as announced in the State Gazette of the Republic of Indonesia No. 78 dated 30 September 2005, Supplemental State Gazette No The latest amendment to the company s articles of association is set forth in the Deed of Statement of Meeting Resolution No. 43 dated 29 May 2008 drawn up before Ny. Lilik Kristiwati, S.H., Notary in Jakarta, which the deed has been granted the approval of the Minister of Law and Human Rights of the Republic of 74

89 Indonesia by virtue of his Decision Letter No.AHU AH Year 2008 dated 9 June 2008 and recorded in the Company Registry under No. AHU AH Year 2008 on 9 June 2008 as well as announced in the State Gazette of the Republic of Indonesia No. 59 dated 22 July 2008 Supplemental State Gazette No Business Line PT Bayu Lestari Tanaya is engaged in the business of general trading, expedition services, packaging and warehousing, as well as shipping management, planning and development. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of PT Bayu Lestari Tanaya is as follows: Registered Ordinary Shares Nominal Value Rp 1,000 per share Description Number of Shares Total Nominal Value (Rp) Authorized Capital 1,000,000 1,000,000,000 Percentage (%) Subscribed and Paid-up Capital PT Berlian Laju Tanker Tbk. 247, ,500, PT Banyu Laju Shipping 2,500 2,500, Total 250, ,000, Number of Shares Remaining in Portfolio 750, ,000,000 Management President Commissioner : Widihardja Tanudjaja Commissioner : Siana Anggraeni Surya President Director : Michael Murni Gunawan Director : Wong Kevin Important Financial Highlights The table below provides important financial data of Bayu Lestari Tanaya for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor Bismar, Muntalib and Yunus (Indonesia) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp 10,950 and BI average rate at Rp 9,678), 31 December 2007 (BI middle rate at Rp 9,419 and BI average rate at Rp 9,136) and which have been audited by independent auditor Public Accountant Office of Drs. Bismar Sitanggang dan Rekan for the consolidated financial statements as at 31 December 2006 (BI middle rate Rp 9,020 and BI average rate at Rp 9,170), all with an unqualified opinion: BALANCE SHEET 31 December Description USD Rp million USD Rp million USD Rp million ASSETS Current Assets , , Fixed Assets Non-Current Assets 16, , , TOTAL ASSETS 16, , , LIABILITIES Current Liabilities 2,

90 Non-Current Liabilities TOTAL LIABILITIES 2, EQUITY 14, , , TOTAL LIABILITIES & EQUITY 16, , , STATEMENTS OF INCOME 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues (7,847) (76) (668) (6) (2,742) (25) Loss from Operations Net Loss (7,188) (74) (794) (6) (1,289) (25) Financial Analysis 31 December 2007 compared to 31 December 2006 The decrease in current liabilities as much as 44% is due to the decrease in expenses that still need to be paid. The decrease in business profits up to 75% is due to the decrease in general and administrative expenses. The decrease in net profit as much as 76% is due to the decrease in general and administrative expenses. 31 December 2008 compared to 31 December 2007 The decrease in current assets as much as 80% is due to the decrease in cash/bank. The increase in current liabilities as much as 900% is due to the increase in expenses that still need to be paid. The decrease in business profits as much as 1143% is due to the increase in general and administrative expenses. The decrease of net income as much as 1145% due to the decrease in general and administrative expenses. Companies in which the Company has an indirect participation, which companies have the largest contribution to the Company is as follows: h. Gagarmayang Maritime Pte. Ltd. Brief History Gagarmayang Maritime Pte. Ltd. was incorporated in Singapore by virtue of Memorandum and Articles of Association dated 8 November Business Line Gagarmayang Maritime Pte. Ltd. is engaged in the shipping business. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of Gagarmayang Maritime Pte Ltd is as follows: Registered Ordinary Shares Nominal Value SGD 1 per share Description Number of Shares Total Nominal Value (SGD) Percentage (%) 76

91 Authorized Capital 500, ,000 Subscribed and Paid-up Capital Gold Bridge Shipping Corporation 50,000 50, Total 50,000 50, Number of Shares Remaining in Portfolio 450, ,000 Management Director : Widihardja Tanudjaja Director : Michael Murni Gunawan Director : Wong Kevin Director : Siana Anggraeni Surya Director : Na Tat Soey Director : Wangsa Atmaja Surya Secretary : Goh Sook Thung Important Financial Highlights The table below provides important financial data of Gagarmayang Maritime Pte Ltd for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profits and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor C. H. NG & CO. (Singapore) for the consolidated financial statements as at 31 December 2008 (BI middle ratei Rp10,950 and BI average rate Rp9,678), 31 December 2007 (BI middle rate Rp9,419 and BI average rate Rp9,136) and 31 December 2006 (BI middle rate Rp9,020 and BI average rate Rp9,170), all with an unqualified opinion. BALANCE SHEET 31 December Description USD Rp million USD Rp million USD Rp million ASSETS Current Assets 632,078 6,921 79,518, ,983 3,727,354 33,620 Fixed Assets ,070, ,333 36,547, ,657 Non-Current Assets 46,188, , ,409,120 12,710 TOTAL ASSETS 46,820, , ,589,286 1,079,316 41,683, ,987 LIABILITIES Current Liabilities 42, ,329 3, ,618 5,526 Non-Current Liabilities ,599, ,357 27,064, ,124 TOTAL LIABILITIES 42, ,976, ,910 27,677, ,650 EQUITY 46,777, ,219 23,612, ,406 14,006, ,337 TOTAL LIABILITIES & EQUITY 46,820, , ,589,286 1,079,316 41,683, ,987 STATEMENTS OF INCOME 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues 8,060,587 78,011 13,892, ,926 13,409, ,965 Income from 4,370,064 42,294 10,068,732 91,988 7,741,099 70,986 Operations Net Income 23,165, ,198 9,606,075 87,761 5,881,576 53,934 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in current assets as much as 2,121% is due to the increase in cash/bank and the increase in business debt incurred from third party. The decrease in non-current assets as much as 100% is due to the decrease in other debts incurred from parties with special relationship. 77

92 The decrease in current liability as much as 36% is due to the decrease in expenses that still need to be paid. The increase in non-current liabilities as much as 249% is due to the incrase in other debts incurred to parties with special relationship. The decrease in business profits as much as 30% is due to the decrase in vessel operation expenses. The incrase in net profit as much as 63% is due to the increase in interest income. 31 December 2008 compared to 31 December 2007 The decrease in current assets as much as 99% is due to the decrease in cash/bank and decrease in business debts incurred from third party. The decrease in fixed assets as much as 100% is due to the sale of MT Gagarmayang. The decrease in current liabilities as much as 87% is due to the decrease in expenses that still need to be paid. The decrease in non-current liabilities as much as 100% is due to the decrease in other debts incurred to parties with special relationship. The decrease in business revenues as much as 39% is due to the sale of MT Gagarmayang. The decrease in business profits as much as 54% is due to the sale of MT Gagarmayang and the increase in operational expenses. The increase in net profit as much as 155% is due to the profit that is obtained from the sale of MT Gagarmayang. i. Badraini Maritime Pte. Ltd. Brief History Badraini Maritime Pte. Ltd. was incorporated in Singapore by virtue of the Memorandum and Articles of Association dated 19 January Business Line Badraini Maritime Pte. Ltd. is engaged in the shipping business. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of Maritime Pte Ltd is as follows: Description Number of Shares Registered Ordinary Shares Nominal Value SGD 1 per share Total Nominal Value (SGD) Percentage (%) Authorized Capital 500, ,000 Issued and Paid-up Capital Gold Bridge Shipping Corporation 50,000 50, Total 50,000 50, Number of Shares Remaining in Portfolio 450, ,000 Management Director : Widihardja Tanudjaja Director : Michael Murni Gunawan Director : Wong Kevin 78

93 Director : Siana Anggraeni Surya Director : Na Tat Soey Director : Wangsa Atmaja Surya Secretary : Goh Sook Thung Important Financial Highlights The table below provides important financial data of Badraini Maritime Pte Ltd for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the loss and profit statement is the Bank Indonesia average rate), which have been audited by independent auditor C. H. NG & CO. (Singapore) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp 10,950 and BI average rate at Rp 9,678), 31 December 2007 (BI middle rate at Rp 9,419 and BI average rate at Rp 9,136) and 31 December 2006 (BI middle rate Rp 9,020 and BI average rate Rp 9,170), all with an unqualified opinion. BALANCE SHEET 31 December Description USD Rp million USD Rp million USD Rp million ASSETS Current Assets 5,882,924 64,418 4,916,842 46,312 7,669,414 69,178 Fixed Assets 24,556, ,891 27,105, ,310 29,362, ,850 Non-Current Assets TOTAL ASSETS 30,439, ,309 32,022, ,622 37,031, ,028 LIABILITIES Current Liabilities 264,946 2, ,636 4,056 1,012,224 9,130 Non-Current Liabilities 6,500,557 71,181 14,904, ,389 23,611, ,975 TOTAL LIABILITIES 6,765,504 74,082 15,335, ,445 24,623, ,105 EQUITY 23,673, ,227 16,687, ,177 12,408, ,923 TOTAL LIABILITIES & EQUITY 30,439, ,309 32,022, ,622 37,031, ,028 STATEMENTS OF INCOME 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues 19,543, ,144 16,051, ,648 14,231, ,503 Income from Operations 6,953,900 67,300 4,657,176 42,548 6,340,701 58,144 Net Income 6,986,481 67,616 4,278,892 39,092 5,186,702 47,562 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in current assets as much as 33% is due to the decrease in cash/bank balances and decrease in expenses paid in advance The decrease in current liabilities as much as 56% is due to the decrease in business debts incurred from third party and expenses that still need to be paid. 79

94 The decrease in non-current liabilities as much as 34% is due to the decrease in bank debts. 31 December 2008 compared to 31 December 2007 The increase in current assets as much as 39% is due to the increase in the cash/bank balances and increase in business debts incurred from third party. The decrease non-current liabilities as much as 49% is due ot the decrease in other debts incurred from parties with special relationship. The increase in business profits as much as 58% is due to the increase in business revenues and decrease in general and administrative expenses. The increase in net profit as much as 73% is due to revenues and insurance claim. j. Barunawati Maritime Pte. Ltd. Brief History Barunawati Maritime Pte. Ltd. was incorporated in Singapore by virtue of Memorandum and Articles of Association dated 19 January Business Line Barunawati Maritime Pte. Ltd. is engaged in the shipping business. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of Barunawati Maritime Pte Ltd is as follows: Registered Ordinary Shares Nominal Value SGD 1 per share Description Number of Shares Total Nominal Value (SGD) Percentage (%) Authorized Capital 500, ,000 Subcribed and Paid-up Capital Gold Bridge Shipping Corporation 50,000 50, Total 50,000 50, Number of Shares Remaining in Portfolio 450, ,000 Management Director : Widihardja Tanudjaja Director : Michael Murni Gunawan Director : Wong Kevin Director : Siana Anggraeni Surya Director : Na Tat Soey Director : Wangsa Atmaja Surya Secretary : Goh Sook Thung 80

95 Important Financial Highlights The table below provides important financial data of Barunawati Maritime Pte Ltd for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor C. H. NG & CO. (Singapore) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp 10,950 and BI average rete at Rp 9,678), 31 December 2007 (BI middle rate at Rp 9,419 and BI average rate at Rp 9,136) and 31 December 2006 (BI middle rate at Rp 9,020 and BI average rate at Rp 9,170), all with an unqualified opinion: BALANCE SHEET 31 December Description USD Rp million USD Rp million USD Rp million ASSETS Current Assets 10,538, ,399 10,325,500 97,255 6,856,307 61,844 Fixed Assets 24,824, ,830 27,105, ,310 29,362, ,850 Non-Current Assets TOTAL ASSETS 35,363, ,229 37,431, ,565 36,218, ,694 LIABILITIES Current Liabilities 3,715,229 40,682 1,961,597 18, ,141 3,672 Non-Current Liabilities 2,694,377 29,503 16,440, ,854 26,821, ,933 TOTAL LIABILITIES 6,409,606 70,185 18,402, ,330 27,228, ,605 EQUITY 28,953, ,044 19,029, ,235 8,989,912 81,089 TOTAL LIABILITIES & EQUITY 35,363, ,229 37,431, ,565 36,218, ,694 STATEMENTS OF INCOME Description 31 December USD Rp million USD Rp million USD Rp million Operating Revenues 20,660, ,956 20,404, ,418 13,764, ,220 Income from Operations 9,889,805 95,714 10,433,818 95,323 6,128,165 56,195 Net Income 9,924,666 96,052 10,039,199 91,718 4,972,907 45,602 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in current assets is as much as the increase in business receivables incurred from third party and increase in expenses paid in advance. The increase in current liabilities as much as 403% is due to the the incrase in expenses that still need to be paid and increase in revenues received in advance. The increase in non-current business revenues as much as 36% is due to the decrease in bank debts. The increase in business revenues as much as 48% is due to the increase in the performance of the Company. 81

96 The increase in business profits as much as 70% is due to the fact that the increase in operational, general and administrative expenses can be suppressed so that it is less than the increase in the Company s performance. The increase in net profit is as much as 101% because the decrease in interest charges and decrease in other expenses. 31 December 2008 compared to 31 December 2007 The increase in current liabilities as much as 120% is due to the increase in expenses that still need to be paid. k. Barawati Maritime Pte. Ltd. Brief History Barawati Maritime Pte. Ltd. was incorporated in Singapore by virtue of the Memorandum and Articles of Association dated 22 April Business Line Barawati Maritime Pte. Ltd. is engaged in the shipping business. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of Barawati Maritime Pte Ltd is as follows: Registered Ordinary Shares Nominal Value SGD 1 per share Description Number of Shares Total Nominal Value (SGD) Authorized Capital 500, ,000 Percentage (%) Subscribed and Paid-up Capital Gold Bridge Shipping Corporation 50,000 50, Total 50,000 50, Number of Shares Remaining in Portfolio 450, ,000 Management Director : Widihardja Tanudjaja Director : Michael Murni Gunawan Director : Wong Kevin Director : Siana Anggraeni Surya Director : Na Tat Soey Director : Wangsa Atmaja Surya Secretary : Goh Sook Thung Important Financial Highlights The table below provides important financial data of Barawati Maritime Pte Ltd for the years that ended on 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statements is the Bank Indonesia average rate), which have been audited by independent auditor C. H. NG & CO. (Singapore) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp 10,950 BI average rate at Rp 9,678), 31 December 2007 (BI middle rate at Rp 9,419 and BI average rate at Rp 9,136) and 31 December 2006 (BI middle rate at Rp 9,020 and BI middle rate at Rp 9,170), all with an unqualified opinion: 82

97 BALANCE SHEET Description ASSETS 31 December USD Rp million USD Rp million USD Rp million Current Assets 3,765,369 41,231 6,598,222 62,148 9,177,876 82,784 Fixed Assets 21,128, ,352 23,538, ,711 26,123, ,631 Non-Current Assets TOTAL ASSETS 24,893, ,583 30,136, ,859 35,301, ,415 LIABILITIES Current Liabilities 311,746 3,414 1,880,175 17, ,877 4,518 Non-Current Liabilities 10,014, ,655 16,476, ,195 26,370, ,865 TOTAL LIABILITIES 10,325, ,069 18,356, ,904 26,871, ,383 EQUITY 14,567, ,514 11,779, ,955 8,429,317 76,032 TOTAL LIABILITIES & EQUITY 24,893, ,583 30,136, ,859 35,301, ,415 STATEMENTS OF INCOME Description USD 31 December Rp million USD Rp million USD Rp million Operating Revenues 10,224,630 98,955 13,149, ,137 16,351, ,948 Income from Operations 1,925,420 18,634 3,682,852 33,647 8,517,500 78,105 Net Income 2,787,553 26,978 3,350,624 30,611 7,439,745 68,222 Financial Analysis 31 December 2007 compared to 31 December 2006 The decrease in current assets as much as 29% is due to the decrease in cash/bank balances. The increase in current liabilities as much as 292% is due to the increase in expenses that still need to be paid. The decrease in non-current liabilities as much as 36% is due to the decrease in bank debts. The decrease in business profits as much as 57% is due to the decrease in business revenues, increase in vessel operational expenses and increase in general and administrative expenses. The decrease in net profits as much as 55% is due to the loss from the difference in exchange rates. 31 December 2008 compared to 31 December 2007 The decrease in current assets as much as 30% is due to the decrease in cash/bank balances, decrease in business receivables incurred from third party and decrease in expenses paid in advance. The decrease in current liabilities is as much as the decrease in expenses that still need to be paid. The decrease in business expenses as much as 45% is due to the decrease in business revenues. 83

98 l. Fatmarini Maritime Pte. Ltd. Brief History Fatmarini Maritime Pte. Ltd. was incorporated in Singapore based on Memorandum and Articles of Association dated 14 August Business Line Fatmarini Maritime Pte. Ltd. is engaged in the shipping business. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of Fatmarini Maritime Pte Ltd is as follows: Registered Ordinary Shares Nominal Value SGD1 per share Description Number of Shares Total Nominal Value (SGD) Authorized Capital 500, ,000 Percentage (%) Subscribed and Paid-up Capital Gold Bridge Shipping Corporation 50,000 50, Total 50,000 50, Number of Shares Remaining in Portfolio 450, ,000 Management Director : Widihardja Tanudjaja Director : Michael Murni Gunawan Director : Wong Kevin Director : Siana Anggraeni Surya Director : Na Tat Soey Director : Wangsa Atmaja Surya Secretary : Goh Sook Thung Important Financial Highlights The table below provides important financial data of Fatmarini Maritime Pte Ltd for the years that ended 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statement is the Bank Indonesia average rate), which have been audited by independent auditor C. H. NG & CO. (Singapore) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp10,950 and BI average rate at Rp9,678), 31 December 2007 (BI middle rate at Rp9,419 and BI middle rate at Rp9,136) and 31 December 2006 (BI middle rate at Rp9,020 and BI rate at Rp9,170), all with an unqualified opinion as follows: BALANCE SHEET Description ASSETS 31 December USD Rp million USD Rp million USD Rp million Current Assets 5,658,943 61,965 4,708,502 44, ,695 8,016 Fixed Assets 20,666, ,296 21,945, ,704 23,415, ,205 Non-Current Assets 5,727,536 62, ,789, ,385 84

99 TOTAL ASSETS 32,052, ,978 26,653, ,053 38,093, ,606 LIABILITIES Current Liabilities 297,418 3, ,697 3, ,716 6,402 Non-Current Liabilities - - 3,538,720 33,331 19,012, ,493 TOTAL LIABILITIES 297,418 3,257 3,885,417 36,597 19,722, ,895 EQUITY 31,755, ,721 22,768, ,456 18,371, ,711 TOTAL LIABILITIES & EQUITY 32,052, ,978 26,653, ,053 38,093, ,606 PROFIT AND LOSS STATEMENTS 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues 15,752, ,453 10,547,902 96,366 3,291,612 30,184 Income from Operations 8,982,857 86,937 5,065,695 46, ,088 2,110 Net Income 8,986,861 86,976 4,397,015 40,171 18,096, ,949 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in current assets as much as 453% is due to the increase in cash/bank balances, the increase in business receivables incurred from third party, the increase in the reserves and increase in expenses paid in advance The decrease in non-current liabilities as much as 100% is due to the decrease in business receivables incurred from parties with special relationship. The decrease in current liabilities as much as 49% is due to the decrease in expenses that still need to be paid. The decrease in non-current liabilities as much as 81% is due to the decrease in bank debts. The increase in the business revenues as much as 219% is due to the increase in the performance of company. The increase in the business profits as much as 2,093% is due to the increase in business revenues. The decrease of net income as much as 76% is due to the loss attributable to the difference in exchange rates, the loss attributable to the insurance claim and the increase of other expenses. 31 December 2008 compared to 31 December 2007 The increase in current assets as much as 40% is due to the increase in business receivables incurred from third party. The decrease in non-current liabilities as much as 100% is due to the decrease in other debts incurred from parties with special relationship. 85

100 The increase in the business revenues as much as 58% is due to the increase in the performance of company. The increase in business profits as much as 88% is due to the increase in business revenues and decrease in general and administrative expenses. The increase of net income as much as 117% is due to the decrease in interest charges. m. Brotojoyo Maritime Pte. Ltd. Brief History Brotojoyo Maritime Pte. Ltd. was incorporated in Singapore based on Memorandum and Articles of Association dated 25 August Business Line Brotojoyo Maritime Pte. Ltd. is engaged in the shipping business. Capital Structure and Share Ownership On 31 December 2008, the capital structure and share ownership of Brotojoyo Maritime Pte Ltd is as follows: Registered Ordinary Shares Nominal Value SGD1 per share Description Number of Shares Total Nominal Value (SGD) Authorized Capital 500, ,000 Subscribed and Paid-up Capital Percentage (%) Gold Bridge Shipping Corporation 50,000 50, Total 50,000 50, Number of Shares Remaining in Portfolio 450, ,000 Management Director : Widihardja Tanudjaja Director : Michael Murni Gunawan Director : Wong Kevin Director : Siana Anggraeni Surya Director : Na Tat Soey Director : Wangsa Atmaja Surya Secretary : Goh Sook Thung Important Financial Highlights The table below provides important financial data of Highlights Brotojoyo Maritime Pte Ltd for the years that ended 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in the profit and loss statements is the Bank Indonesia average rate), which have been audited by independent auditor C. H. NG & CO. (Singapore) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp10,950 and BI average rate at Rp9,678), 31 December 2007 (BI middle rate at Rp9,419 and BI average rate at Rp9,136) and 31 December 2006 (BI middle rate at Rp9,020 and BI middle rate at Rp9,170), all with an unqualified opinion as follows: BALANCE SHEET ASSETS Description USD 31 December Rp million USD Rp million USD Rp million 86

101 Current Assets 725,973 7,949 5,091,499 47,957 2,820,967 25,445 Fixed Assets ,664, ,964 17,979, ,176 Non-Current Assets 17,541, , TOTAL ASSETS 18,267, ,025 21,756, ,921 20,800, ,621 LIABILITIES Current Liabilities 18, ,570 2, ,778 3,326 Non-Current Liabilities ,377,094 97,742 15,090, ,114 TOTAL LIABILITIES 18, ,669, ,498 15,458, ,440 EQUITY 18,248, ,823 11,086, ,423 5,341,622 48,181 TOTAL LIABILITIES & EQUITY 18,267, ,025 21,756, ,921 20,800, ,621 PROFIT AND LOSS STATEMENTS 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues 4,986,487 48,260 10,094,839 92,226 7,605,821 69,745 Income from 2,391,239 23,143 5,996,623 54,785 4,688,677 42,995 Operations Net Income 7,162,258 69,317 5,744,817 52,485 3,879,385 35,574 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in current assets as much as 88% due to the increase in business receivables incurred from third party. The increase in business revenues as much as 32 % is due to due to the increase in the performance of company. The decrease in net profit as much as 1438% is due to the transfer of the operation of MT Bandondari to other subsidiary, loss due to the sale of asset and increase in other expenses. 31 December 2008 compared to 31 December 2007 The decrease in current assets as much as 83% is due to the decrease in business receivables incurred from third party, the decrease in the reserves and the decrease in expenses paid in advance. The decrease in fixed assets as much as 100% is due to the sell of MT Pergiwati. The decrease in current liabilities as much as 93% is due to the decrease in expenses that still need to be paid and the decrease in income received in advance. The decrease in non-current liabilities as much as 100% is due to the decrease of other debts to parties with special relationship. The decrease in business revenues as much as 48% is due to the sell of MT Pergiwati. The decrease in business profits as much as 58% is due to the sell of MT Pergiwati. The increase in net profits as much as 99% is due to the commencement of the operations of MT Bramani. 87

102 n. Anjasmoro Maritime Pte. Ltd. Brief History Anjasmoro Maritime Pte. Ltd. was incorporated in Singapore based on Memorandum and Articles of Association dated 17 March Business Line Anjasmoro Maritime Pte. Ltd. is engaged in the shipping business. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership pada Anjamoro Maritime Pte Ltd is as follows: Registered Ordinary Shares Nominal Value SGD1 per share Description Number of Shares Total Nominal Value (SGD) Percentage (%) Authorized Capital 500, ,000 Issued and Paid-up Capital Gold Bridge Shipping Corporation 50,000 50, Total 50,000 50, Number of Shares Remaining in Portfolio 450, ,000 Management Director : Widihardja Tanudjaja Director : Michael Murni Gunawan Director : Wong Kevin Director : Siana Anggraeni Surya Director : Na Tat Soey Director : Wangsa Atmaja Surya Secretary : Goh Sook Thung Important Financial Highlights The table below provides important financial data of Anjasmoro Maritime Pte Ltd for the years that ended 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank Indonesia middle rate whereas the rate used in profit and loss statements is the Bank Indonesia average rate), which have been audited by independent auditor C. H. NG & CO. (Singapore) for the consolidated financial statements as at 31 December 2008 (BI middle rate at Rp10,950 and BI average rate at Rp9,678), 31 December 2007 (BI middle rate at Rp9,419 and BI average rate at Rp9,136) and 31 December 2006 (BI middle rate at Rp9,020 and BI average rate at Rp9,170), all with an unqualified opinion as follows: BALANCE SHEET Description ASSETS 31 December USD Rp million USD Rp million USD Rp million Current Assets 6,327,864 69,290 4,716,608 44,426 2,379,669 21,465 Fixed Assets 15,185, ,276 16,161, ,226 17,146, ,665 Non-Current Assets 14,124, ,664 10,337,728 97,371 8,398,501 75,754 TOTAL ASSETS 35,637, ,230 31,215, ,023 27,925, ,885 88

103 LIABILITIES Current Liabilities 586,791 6, ,861 8, ,243 1,229 Non-Current Liabilities 10,226, ,983 12,997, ,426 15,974, ,092 TOTAL LIABILITIES 10,813, ,408 13,880, ,741 16,110, ,321 EQUITY 24,823, ,822 17,335, ,281 11,814, ,563 TOTAL LIABILITIES & EQUITY 35,637, ,230 31,215, ,023 27,925, ,885 PROFIT AND LOSS STATEMENTS 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues 15,648, ,444 12,003, ,668 8,413,579 77,153 Income Operations from 7,969,669 77,131 6,441,632 58,851 3,783,425 34,694 Net Income 7,488,609 72,475 5,521,194 50,442 2,697,596 24,737 Financial Analysis 31 December 2007 compared to 31 December 2006 The increase in current assets as much as 107% is due to the increase in cash/bank balances and the increase in business receivables incurred from third party. The increase in current liabilities as much as 577% is due to the increase in expenses that still need to be paid and the increase in revenues received in advance The increase in the business revenues as much as 42% is due to the increase in the performance of company. The decrease in the business profits as much as the decrease in general and administrative expenses. The increase of net income as much as 104% is due to the decrease in interest charges. 31 December 2008 compared to 31 December 2007 The increase in current assets as much as 107% is due to the increase in cash/bank balances and the increase in business receivables incurred from third party. The increase in non-current assets as much as 59% is due to the increase in other receivables incurred from parties with special relationship. The increase in the business revenues as much as 38% is due to the increase in the performance of company. The increase in business profits as much as 31% is due to the increase in the performance of company. The increase of net income as much as 44% is due to the decrease in interest charges. o. PT Emerald Maritime 89

104 Brief History PT Emerald Martime was established in Jakarta by virtue of Deed of Incorporation No.27 dated 29 May 2006 drawn up before Ny. Lilik Kristiwati, S.H., Notary in Jakarta, which deed has been legalized by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of decision letter No.C HT Th.2006 dated 18 July 2006, and recorded in the Office of Company Registration Central Jakarta on 31 July 2007 under No.2038/BH.09.05/VII/2007 and announced in the State Gazette of the Republic of Indonesia No. 72 dated 7 September 2007, Supplemental State Gazette No The Articles of Association was amended last by the Deed of Statement of Meeting Resolution No. 26 dated 15 May 2008, drawn up before Ny. Lilik Kristiwati, S.H., Notary in Jakarta, which the deed has been granted the Approval of the Minister of Law and Human Rights of the Republic of Indonesia, by virtue of Decision Letter No. AHU AH Year 2008 dated 28 May 2008 and recorded in the Registery of Companies under No. AHU AH Year 2008 on 28 May Letter No /Not/II/2009 dated 23 February 2008 issued by Ny. Lilik Kristiwati, S.H., Notary in Jakarta, the said deed is currently in the process of being announced in the State Gazette of the Republic of Indonesia and Supplemental the State Gazette.. Business Line PT Emerald Martime is engaged in the business of shipping. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership of PT Emerald Maritime is as follows: Registered Ordinary Shares Nominal Value Rp 1,000 per share Description Number of Shares Total Nominal Value (Rp) Percentage (%) Authorized Capital 1,000,000 1,000,000,000 Subscribed and Paid-up Capital PT Buana Listya Tama 394,315, ,315,000,000 99,992 PT Bayu Lestari Tanaya 30,000 30,000,000 0,008 Total 394,345, ,345,000,000 Number of Shares Remaining in Portfolio 105,655, ,655,000,000 Management President Commissioner Commissioner President Director Director : Widihardja Tanudjaja : Siana Anggraeni Surya : Michael Murni Gunawan : Wong Kevin Important Financial Highlights The table below provides important financial data of PT Emerald Maritime for the years that ended 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank of Indonesia middle rate whereas the rate used in the profit loss statements is the Bank of Indonesia average rate), which have been audited by independent Bismar, Muntalib dan Yunus (Indonesia) and derived from the consolidated financial statements as at 31 December 2008 (BI middle rate Rp10,950 and BI average rate Rp9,678), 31 December 2007 (BI middle rate Rp9,419 and average rate BI Rp9,136) and have been audited by independent Public Accountant Office Drs. Bismar Sitanggang dan Rekan for the consolidated financial statements as at 31 December 2006 (BI middle rate Rp9,020 and BI average rate Rp9,170), all with an unqualified opinion as follows. BALANCE SHEET Description ASSETS 31 December USD Rp million USD Rp million USD Rp million 90

105 Current Assets 2,863,806 30,753 1,443,050 13, ,243 4,953 Fixed Assets 38,893, ,684 44,554, ,855 43,000, ,860 Non-Current Assets 6,473,692 66, ,601 7, TOTAL ASSETS 48,231, ,232 46,285, ,452 43,533, ,813 LIABILITIES Current Liabilities 934,550 10, ,031 6, Non-Current Liabilities ,928 2,346 TOTAL LIABILITIES 934,550 10, ,031 6, ,926 2,355 EQUITY 47,296, ,906 45,572, ,753 43,025, ,458 TOTAL LIABILITIES & EQUITY 48,231, ,232 46,285, ,453 43,533, ,813 PROFIT AND LOSS STATEMENTS 31 December Description USD Rp million USD Rp million USD Rp million Operating Revenues 10,980, ,521 10,950,394 99, Income (Loss) from Operations 2,303,369 25,059 2,719,071 25,320 (2,153) (18) Net Income (Loss) 1,724,626 21,153 2,546,726 27,296 (2,346) (3,887) Financial Analysis 31 December 2007 compared to 31 December 2006 An increase in current assets as much as 177% is due to the increase in business receivables incurred from the third party and the other business receivables An increase in current liabilities as much as 74,337% is due to the increase in business debts incurred for the third party, tax debts and expenses that still need to be paid An increase in non-current liabilities as much as 100% is due to the decrease in other debts incurred from parties with special relationship. An increase in business profit as much as 137,990% is due to the commencement of operation by the Company. An increase in the net profit as much as 802% is due to the commencement of operation by the Company and gains due to the difference in exchange rates. 31 December 2008 compared to 31 December 2007 An increase in the current assets as much as 124% is due to the increase in business receivables incurred from the third parties, the other receivables and tax debt that be paid in advance. An increase in non-current assets as much as 749% is due to the increase in other receivables incurred from parties with special relationship. An increase in current liabilities as much as 54% is due to the increase in the expanses that still to be paid.. 91

106 5. BRIEF DESCRIPTION ON ASSOCIATED COMPANIES PT Berlian Limatama Brief History PT Berlian Limatama was established in Jakarta by virtue of Deed No. 71 dated 24 July 1996 drawn up before Bambang Sutrisno, S.H., as substitute to Anis Husin Abdat, S.H., Notary in Jakarta, for which the deed has been granted the approval from the Minister of Justice of the Republic of Indonesia by virtue of decision letter No. C HT TH 96 dated 15 November 1996, as well as registered in the Office of Company Registration of Serang under No. TDP on 27 March 1997, and announced in the State Gazette of the Republic of Indonesia No. 52 dated 1 July 1997, Supplemental State Gazette No. 2576/1997. The Articles of Association was amended last by Deed of Statement of Meeting Resolution No. 33 dated 24 March 2008, drawn up before Meissie Pholuan SH, Notary in Jakarta, which the deed has been granted the approval of the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Decision Letter No. AHU AH Year 2008 dated 29 May 2008 and recorded in the Company Registry under No. AHU AH Year 2008 on 29 May Based on Letter No. 94/III/Not/2009 dated 20 March 2009 issued by Meissie Pholuan SH, Notary in Jakarta the said deed is currently in the process of being announced in the State Gazette of the Republic of Indonesia and Supplemental the State Gazette. Business Line PT Berlian Limatama is engaged in the business of loading-unloading cargo in ships and terminals, warehousing, heavy machineries and transportation. Capital Structure and Share Ownership As at 31 December 2008, the capital structure and share ownership in PT Berlian Limatama is as follows: Description Number of Shares Registered Ordinary Shares Nominal Value Rp per share Total Nominal Value (Rp) Percentage (%) Authorized Capital 1,000,000 1,000,000,000 Subscribed and Paid-up Capital PT Arpeni Pratama Ocean Line Tbk. 125, ,000, PT Berlian Laju Tanker Tbk. 125, ,000, Total 250, ,000, Number of Shares Remaining in Portfolio 750, ,000,000 Management President Commissioner : Oentoro Surya Commissioner : Widihardja Tanudjaja President Director : Pieter Adamy Setyo Director : Sofwan Djamil Important Financial Highlights The table below provides important financial data of PT Berlian Limatama for the years that ended 31 December 2008, 2007 and 2006 (the exchange rate for the US Dollar used in the balance sheet is the Bank of Indonesia middle rate whereas the rate used in the profit and loss statements is the Bank Indonesia average rate), which have been audited by independent auditor Bismar, Muntalib and Yunus (Indonesia) and derived from the consolidated financial statements as at 31 December 2008 (BI middle rate Rp10,950 and BI average rate Rp9,678), and audited by independent auditor Drs. Trisno Thomas Iguna & Rekan for the 92

107 consolidated financial statements as at 31 December 2007 (BI middle rate Rp9,419 and BI average Rp9,136) and 31 December 2006 (BI middle rate Rp9,020 and BI average rate Rp9,170), all with an unqualified opinion as follows. BALANCE SHEET Description 31 December Rp million ASSETS Current Assets 4,356 3,561 3,256 Fixed Assets Non-Current Assets TOTAL ASSETS 4,722 3,831 3,617 LIABILITIES Current Liabilities 2,206 1,673 1,801 Non-Current Liabilities TOTAL LIABILITIES 2,345 1,795 1,906 EQUITY 2,377 2,037 1,711 TOTAL LIABILITIES & EQUITY 4,722 3,831 3,617 PROFIT AND LOSS STATEMENTS 31 December Description Rp million Operating Revenues 2,584 2, Income from Operations Net Income Financial Analysis 31 December 2008 compared to 31 December 2007 An increase in fixed assets as much as 31% is due to the purchase of the new assets. An increase in fixed assets as much as 180% is due to the increase in long-term other receivables. An increase in current liabilities as much as 32% is due to the increase in tax debts and expenses that still need to be paid 6. MANAGEMENT AND SUPERVISION Based on Deed of Statement of Resolution of the Annual General Meeting of Shareholders of the Issuer No. 33 dated 24 May 2007 by Dr. Amrul Partomuan Pohan, S.H., LL.M, Notary in Jakarta, which change in the Board of Directors/ the Board of Commissioners has been notified to the Minister of Law and Human Rights of the Republic of Indonesia and has been received and recorded by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Letter No. W7-HT dated 14 June 2007 and registered in the Company Registry Office of Central Jakarta on 19 July 2007 juncto Deed of Staement of Resolution of the Annual General Meeting of Shareholders No. 29 dated 29 April 2008 by Dr. Amrul Partomuan Pohan 93

108 S.H., LL.M., Notary in Jakarta which deed has been notified to the Minister of Law and Human Rights of the Republic of Indonesia and has been received and recorded by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Letter No. AHU-AH dated 21 May 2008 and in the Company Registry on 21 May 2008 No. AHU AH Tahun 2008, the Composition of the Board of Commissioners and the Board of Directors of the Company is as follows: BOARD OF COMMISSIONERS President Commissioner : Hadi Surya Commissioner : Harijadi Soedarjo Independent Commissioner : Alan Jonathan Tangkas Darmawan Independent Commissioner : Jaka Prasetya BOARD OF DIRECTORS President Director : Widihardja Tanudjaja Director : Michael Murni Gunawan Director : Drs. Henrianto Kuswendi Director : Wong Kevin Director : Siana Anggraeni Surya Corporate Secretary : Kevin Wong, pursuant to the resolution of the Board of Directors Meeting of PT Berlian Laju Tanker Tbk. Dated April 1, 1996 The following is a brief profile of each member of the Board of Commissioners and the Board of Directors: BOARD OF COMMISSIONERS HADI SURYA, President Commissioner Indonesian Citizen, age 72. Born in Surabaya on 4 September He graduated from Lian Huo High School in Surabaya in He has served in various positions, including: Director of CV Kartika Pabrik Triplek ( ), Commissioner of PT Daya Sakti Timber Corporation ( ) and President Commissioner of the same company ( ), Commissioner of PT Daya Sakti Krida Unggul (1985-present), Commissioner of PT Jaya Agra Wattie (1990-present), President Commissioner of PT Alas Watu Utama (1990-present), President Commissioner of PT Wira Penta Kencana (1989-present), Commissioner of PT Banyu Laju Shipping (2002-present), President Commissioner of PT Dwibina Prima (2004-present), President Director of PT Berlian Laju Tanker Tbk (1989-June 2000). He has served as President Commissioner of the Company since HARIJADI SOEDARJO, Commissioner Indonesian Citizen, age 46. Born in Jakarta on 9 October He obtained his Master of Business Administration from Golden Gate University San Fransisco in He started his career as Assistant Director at PT Jaya Agra Wattie ( ), Director of PT Jaya Agra Wattie ( ), President Director of PT Jaya Agra Wattie (1990-present) and Director of PT Daya Sakti Unggul Corporation Tbk ( ). He has served as Commissioner of the Company since

109 Alan Jonathan Tangkas Darmawan, Independent Commissioner Indonesian Citizen, age 41. Born in Semarang on 4 March He completed his studies at Indiana University in He held various positions, including Vice President Director of PT Puri Dana Bersama ( ), Vice President Director of PT Asuransi Jiwa Principal Indonesia ( ), Director of PT Asuransi Allianz Life Indonesia ( ), Consultant at American International Assurance Co. Ltd, Singapore ( ), and Director of PT Asuransi Allianz Life Indonesia (2004-present). He has served as Independent Commissioner of the Company since September 2006 Jaka Prasetya, Independent Commissioner Indonesian Citizen, age 37. Born in Bandung on 26 September He completed his studies at Institute of Technology in Bandung in 1994 and obtained his Master s degree from the Massachussetts Institute of Technology Sloan School of Management in His various positions include: Associate Director at UBS ( ), Associate at Merrill Lynch ( ), Vice President at Zurich Financial Services ( ), Director of Deutsche Bank ( ), and CEO of United Fiber System Ltd. (2006-present). He has served as Independent Commissioner of the Company since September BOARD OF DIRECTORS WIDIHARDJA TANUDJAJA, President Director Indonesian Citizen, age 58. Born in Sinabang on 14 August He graduated with a Master Degree in Maritime Science from Tokyo University of Mercantile Marine in 1979 and in the same year also graduated with a Bachelor s degree in Law from Hosei University of Tokyo. He has held various positions, including as Operational Manager at PT Berlian Laju Tanker Tbk ( ), General Manajer at PT Berlian Laju Tanker Tbk ( ), Director of PT Berlian Laju Tanker Tbk (1989-June 2000), Commissioner of PT Banyu Laju Shipping ( ). He has served as President Director of the Company since MICHAEL MURNI GUNAWAN, Director Indonesian Citizen, age 47. Born in Samarinda on 27 March He completed his studies with a Bachelor s degree in Accounting from Airlangga University Surabaya in 1985 and his MBA from University of San Diego in His previous positions include Assistant Accounting Manager at Daya Sakti Timber Group ( ), Information Technology Manager at Daya Sakti Timber Group ( ), Head of Corporate Administration dan Information System at BSG Corporation ( ), General Manager of Administration Division at PT Berlian Laju Tanker Tbk (January 1999-June 1999). He has served as Director of the Company since 1999 and is 95

110 responsible for the administrative functions of the Company. Drs. HENRIANTO KUSWENDI, Director Indonesian Citizen, age 47. Born in Bandung on 24 September 1961 He graduated with a Bachelor s degree in management from Padjajaran University, Bandung in He joined the Company since He has held various positions in the Company, including Marketing Manager ( ), Assistant General Manager Commercial Division ( ) and General Manager Commercial Division (1997-June 1999). He has served as Director of the Company since 1999 and is responsible for the commercial functions of the Company. WONG KEVIN, Director Indonesian Citizen, age 40. Born in Hong Kong on 11 December He graduated with a Bachelor s degree in business administration from Lewis and Clark College in 1989 and Bachelor s degree in mechanical engineering from Columbia University in He has held various positions, including Assistant Manager at Citibank, N.A. ( ), Associate at PT Bahana Pembinaan Usaha Indonesia ( ), Associate Director at Pan Union Co. Ltd. ( ) and Corporate Secretary of the Company (1996-present). He has served as Director of the Company since 1999 and is responsible for the Company s financial and Corporate Secretary functions. SIANA ANGGRAENI SURYA, Director Indonesian Citizen, age 42. Born in Surabaya on 12 May She graduated with a Bachelor s degree in chemical engineering from Waseda University (Tokyo) in 1991 and her Master s degree in chemical engineering from the same university in Her various positions include Marketing Sales at ICI Tokyo ( ) and Director of Pan Union Shipping Pte. Ltd. Singapore (1995-present). She has served as Director of the Company since 1999 and is responsible for human resource and business development functions of the Company. The appointment of the Board of Commissioners and the Board of Directors of the Company has been consistent with Bapepam Regulation No. IX.I.6. 96

111 Based on the Minutes of Meeting of the Board of Commissioners dated 16 December 2006, the Company has appointed the Audit Committee with the following composition: Chairman : Alan Jonathan Tangkas Darmawan Member : Jaka Prasetya Member : Max Sumakno Budiarto, Indonesian citizen, age 66. Max Sumakno Budiarto has been the Independent Commissioner of the Company since Currently Max Sumakno Budiarto is a member of the Company s Audit Committee and a Member of the Audit Committee of PT Surya Citra Media Tbk., the Company s Holding Company. In 2004, he was the Chairman of the Company s Audit Committee. He had also served as Director/ Vice President Director of PT Styrindo Mono Indonesia in , Director of PT Polychem Lindo Inc, in , Director of PT Redeco Petrolin Utama in and Director of PT Ananda Lindo Inc, in Max Sumakno Budiarto obtained his education at Faculty of Economy University of Indonesia. The duties of the Chairman and members of the Company s Audit Committee refer to Bapepam Regulation No. IX.I.5, Attachment to Decree of Bapepam No. KEP-29/PM/2004, of 24 September 2004, concerning Establishing the Audit Committee and Functional Guidelines / Pembentukan dan Pedoman Pelaksanaan Kerja Komite Audit. The term of office for the Chairman and members of the Audit Committee of the Company is effective from the date that this decision is made and up to the end of the term of office of the Board of Commissioners of the Company, or at any time based on the decision taken by the Board of Commissioners of the Company. Pursuant to the Annual General Meeting of Shareholders of the Company held on 22 April 2009, the amount of salary and/or other benefits for all members of the Board of Commissioners of the Company after deducted by income tax is, the same as 2008 financial year, not more than Rp8,000,000,000 (eight billion Rupiah) per year. Pursuant to the Annual General Meeting of Shareholders of the Company held on 22 April 2009, the amount of salary and/or other benefits for all members of the Board of Directors of the Company after deducted by income tax is, the same as 2008 financial year, not more than Rp16,500,000,000 (sixteen billion and five hundred million Rupiah) per year. 7. HUMAN RESOURCES To support business growth, the Company and its Subsidiaries implement a policy for directed and planned development of human resources. The integrated process for human resource development is initiated with the recruitment process and up to the process for education and training conducted by the Company and its Subsidiaries, geared towards a focus of building competent, qualified/high quality and dedicated human resource/employees. Employment Contracts binding on the Company and its Subsidiaries with their employees are made consistent with relevant government regulations and are maintained through mutual understanding by the Company and its Subsidiaries and the Employees, hence no worker unions are formed. In securing fair compensation system for employees, the Company has implemented a compensation system which is consistent to the weight of the respective jobs/positions, with the lowest salary maintained above the Minimum Regional Wage (UMR). To create a working environment that is conducive, the Company and its Subsidiaries has focused on improving the welfare of its employees through the following initiatives: National social security program (JAMSOSTEK) Health and hospital insurance for all employees and their families Recreational activities for employees and their families Sports, religious and entertainment facilities Facilities for health and safety at the work place Employee cooperative 97

112 In line with the recommendations from the government, the Company has also implemented a retirement benefit for employees through participation in the government s nation-wide Pension/Retirement Program managed by (state-owned) Jamsostek. In addition, the Company is currently looking into the possibility of providing additional pension benefits through a private Pension Fund Management Company or by establishing an internal Pension Fund. Considering the continuous expansion of the activities and operations carried out by the Company and its Subsidiaries, there are requirements for more reliable and professional experts in specific areas to support the Company s operations. As of 31 December 2007, the Company and its Subsidiaries have a total of 287 land-based employees, made up of 175 employees at the head office and branch offices as well as 112 employees at the offices of Subsidiaries. As at the time of issue of this Prospectus, the Company also employs 2 foreign nationals for operations of its Indonesian-based Subsidiaries. HUMAN RESOURCES DEVELOPMENT The Company as a sea transportation service company specializing in liquid cargo that is well-known in Asia tries to constantly develop and improve its market. To achieve such goal, the Company empowers and expands its long-term competitiveness by way of human resources development. The Company believes that human resources is a strategic asset that can provide competitiveness in maximizing production. In facing changes in the business environment and the tight competition in the global market, the Company prepares its human resources by improving the employees capability and commitment. As a strategic initiative, such improvement is conducted through improvement in the employees hard and soft competence to produce human resources with high competence and commitment. Special for ship crew, development program that has been conducted refers to the Standard For Training, Certification & Watchkeeping for Seafarer 1978 as Amended 1995 (STCW 95) set out by the International Maritime Organization (IMO). MANAGEMENT AND TRAINING OF SHIP CREW Ship crew who works on sea and operates the Company s vessels is one of the most important resources of the Company. Without those excellent sailors, it will be hard to conduct efficient technical management, and eventually be an extra burden for the land-based staffs. The ship crews employed by the Company have been through selection assessment and a tight training procedure so as to result in admirals and sea crews that are ready for duties, competent and have a skill standard that is in compliance with international maritime regulation and experienced in controlling all operating sectors of the vessels managed by the Company, that is in the chemical, oil and gas sectors. In this selected group, the recruitment activity, training and efforts in maintaining the quality standards of the sailors as high as possible are done by an individual company, PT Karya Bakti Adil (PT KBA), that is responsible in staff assignment on board of the Company s vessels. This company sometimes also serves the need for skilled labor assignment at third party s vessels, as licensed employee agent. The Company s ship crew management program is quite various and applies the highest standards in human resources practices. Some of the human resources development services provided in such program are: Recruitments of ship crews and procedure for joining vessels, and returning the ship crews to their origin country Implementation and continuing the anti-drugs/ liquor P & I insurance for ship crews including handling claims related thereto Training and development program Sailor welfare program The company currently runs several training program for ship crews to ensure the availability of young admirals who are dedicated and loyal in the future. The culture of commitment in quality and safety is taught to the ship crews through various quality training programs that methodically and intensively introduce, renew and improve their skills in the following form: Leadership and management course for all senior admirals Periodical conferences for senior admirals 98

113 Class lessons for admirals and training on leadership studies for first admirals who are going to be promoted as captains Trainings using owned load pump schemes Computer-based training program Computer-based trainings using ship deck and engine room simulators focused on safety and environment protection practices on board English language laboratory for sailors In the training programs conducted by the Company, participants are taught the technical knowledge in shipping and seas, history and background of the Company's group, maritime English skill and standard facilities and technical knowledge required to be a world class sailor. The Company provides classrooms and all necessary facilities for all participants, including ship deck simulator, engine room, load pump scheme and computer-based classroom. COLLECTIVE LABOR AGREEMENT (CLA) The Company has a Company Regulation that has been approved by the Department of Manpower and Transmigration by virtue of Decision Letter of the Director General of Industrial Relation Supervision and Employee Social Security Number: Kep. 755/PHIJSK-PKKAD/XI/2008 on 27 November Each of the Company s employees has their own Company Regulation book provided to them on their first day with the Company. EMPLOYEE PROFILE As of 31 December 2008, the total number of the Company s and its Subsidiaries employee is 1,888 people, comprised of 287 Land-based Employee and 1,601 Sea-based Employee. The composition of the Company s and its Subsidiaries employee based on the working status is as follows: Composition of Employee based on Working Status Work Status Total % Permananent Employee % Contract Employee 1, % Total 1, % Land-Based Employee The following is the composition of land-based employees of the Company and its Subsidiaries as at 31 December 2008 by educational level, position and age: Composition of Land-Based Employees by Education Level Chembluk ** Subsidiaries Total (%) Education Level Company PT Bayu Laju PT Gemilang Bina PT Karya Shipping * Lintas Tirta ** Bakti Adil ** Post Graduate % Graduate % Diploma/Academy % Senior High % Junior High and others % Total % *Subsidiaries **Sub-subsidiaries 99

114 Composition of Land-Based Employees by Age Chembluk ** Subsidiaries Total (%) Age Group Company PT Bayu Laju PT Gemilang Bina PT Karya Shipping * Lintas Tirta ** Bakti Adil ** years old % years old % years old % Over 50 years old % Total % *Subsidiaries **Sub-subsidiaries Composition of Land-Based Employees by Position Chembluk ** Subsidiaries Total (%) Position Company PT Bayu Laju PT Gemilang Bina PT Karya Shipping * Lintas Tirta ** Bakti Adil ** President Director % Director % General Manager % Manager % Assistant Manager % Supervisor % Staff and others % Jumlah % *Subsidiaries **Sub-subsidiaries In addition to land-based employees, the Company and its Subsidiaries also have other employees working as crew of ships at sea. As of 31 December 2008 there were 1,601 crew manning ships that are operated by the Company and its Subsidiaries. The following is the composition of ship crew in the Company and its Subsidiaries by educational level and position on board of ships: Composition of Ship Crew by Education Level (Shipping Certificate/Degree or Ijazah Pelayaran) Education Level Total % Nautical ANT-I % Nautical ANT-II % Nautical ANT-III % Nautical ANT-D % Technical ATT % Technical ATT % Technical ATT % Technical ATT-D % Others % Total 1, % Composition of Ship Crew by Age Age Group Total % 17 years old up to 30 years old % 31 years old up to 40 years old % 41 years old up to 50 years old % Over 50 years old % Total 1, % Composition of Ship Crew by Position On Board /Jabatan dalam Kapal Position Total % Master % Chief Officer % Chief Engineer % 2 nd Engineer % 100

115 2 nd Officer % 3 rd Officer % 3 rd Engineer % SDC % 4 th Engineer % SEC % Electrician % Pump Man % Quarter Master % Oiler % Oiler % Fitter % Waiper % O/S % Chief Cook % 2/Cook % M/Boy % Cadet % Total 1, ,00 Information on 2 (two) foreign national employees working for the Company s Subsidiaries based in Indonesia is as follows: No. Company Name Position Citizenshi p 1 BLS Asao T.A Bid Japan 4827/ Dec Morimo Marketing 2008 to 18 Dec 2 GBLT Choy Ngee Sheng T.A Bid Marketing Malaysia IMTA KITAS KITTAP No. Expiry No. Expiry No. Expiry 1968/MEN/P/ IMTA/ Mar Feb C21JD.1656-G 4 Dec Dec D41JE0023-G 15 Sept 15 Sept

116 8. RELATIONSHIP OF OWNERSHIP, MANAGEMENT AND SUPERVISION OF THE COMPANY, DIRECTOWNED SUBSIDIARIES AND SHAREHOLDERS THAT ARE LEGAL ENTITIES The following table provides a description on the relationship of the management and supervision of the Company, direct owned Subsidiaries and shareholders that are legal entities: Position Tunggaladhi Baskara Company Indigo Pacific Corporation Diamond Pacific International Asean Maritime Corporation Banyu Shipping Laju Brotojoyo Maritime Buana Tama Listya Bayu Tanaya Lestari Hadi Surya President Director President Commissioner Director Director President Director President Commissioner Commissioner - - Harijadi Sudardjo - Commissioner Alan Jonathan Tangkas Darmawan - Independent Commissioner Jaka Prasetya - Independent Commissioner Utama Hadi Surya President Commissioner Suherman Widjaja Commissioner Widihardja Tanudjaja - President Director Director Director Director President Director President Director President Commissioner President Commissioner Michael Gunawan Murni - Director Director President Director President Director Henrianto Kuswendi - Director Wong Kevin - Director Director Director Director Siana Anggraeni Surya - Director Director Commissioner Commissioner Dwijaya Hadi Surya Director Director Oentoro Surya Pieter Adany Setyo Sofyan Djamil Na Tat Soey Wangsa Atmaja Surya Goh Sook Thung Position Gagarmayang Maritime Trijata Maritime Tribuana Maritime Pergiwati Maritime Badraini Maritime Barunawati Maritime Barawati Maritime Berlian Limatama Hadi Surya Harijadi Sudardjo Alan Jonathan Tangkas Darmawan Jaka Prasetya Utama Hadi Surya Suherman Widjaja Widihardja Tanudjaja Director Director Director Director Director Director Director Commissioner Michael Murni Gunawan Director Director Director Director Director Director Director Henrianto Kuswendi

117 Wong Kevin Director Director Director Director Director Director Director Siana Anggraeni Surya Director Director Director Director Director Director Director Dwijaya Hadi Surya Oentoro Surya President Commissioner Pieter Adany Setyo President Director Sofyan Djamil Director Na Tat Soey Director Director Director Director Director Director Director - Wangsa Atmaja Surya Director Director Director Director Director Director Director - Goh Sook Thung Director Director Director Director Director Director Director - The chart of ownership relation between the Company and its legal entity shareholders is as follows: Surya Family 100% PT Bagusnusa Samudra Gemilang PT Bagus Setia Giri 99,9999% 0,0001% Public Koperasi Karyawan Berlian PT Tunggaladhi Baskara Widihardja Tanudjaja Siana Anggraeni Surya 46,55% 0,05% 53,34% 0,06% 0,00% PT Berlian Laju Tanker Tbk. 103

118 The following table sets forth ownerships relationships of the Company and Subsidiaries: Subsidiaries Type of Business Domicile 1. Indigo Pacific Corporation Investment company Labuan, Malaysia 1.1. Indigo Pacific Corporation Vessel operation and ownership British Virgin Islands Vessel operation and Melani Maritime Inc. ownership Republic of Panama Zona Overseas International Shipping S.A. Vessel operation and ownership Republic of Panama Kunti Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Jembawati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Tirtasari Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Pergiwo Navigation Pte. Ltd. Vessel operation and ownership Republic of Singapore Fatmarini Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Harsanadi Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Hartati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore BLT Finance Corporation Investment company British Virgin Islands Pujawati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Pertiwi Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Anggraini Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Emerald Maritime Pte. Ltd. Vessel operation Republic of Singapore BLT Finance B.V Investment company Netherlands Tridonawati Maritime Pte. Ltd Vessel operation and ownership Republic of Singapore Purbasari Maritime Pte. Ltd Vessel operation and ownership Republic of Singapore Tridonawati Maritime Corporation Vessel operation and ownership Republic of Liberia Trirasa Maritime Pte. Ltd Vessel operation and ownership Republic of Singapore Pramoni Maritime Pte. Ltd (*) Vessel operation and ownership Republic of Singapore Fatmarini Shipping Pte. Ltd (*) Vessel operation and ownership Republic of Singapore Frabandari Shipping Pte. Ltd (*) Vessel operation and ownership Republic of Singapore Harsanadi Shipping Pte. Ltd (*) Vessel operation and ownership Republic of Singapore Hartati Shipping Pte. Ltd (*) Vessel operation and ownership Republic of Singapore Nogogini Shipping Pte. Ltd (*) Vessel operation and ownership Republic of Singapore Nolowati Shipping Pte. Ltd (*) Vessel operation and ownership Republic of Singapore Ratih Shipping Pte. Ltd (*) Vessel operation and ownership Republic of Singapore 2. Diamond Pacific International Corporation Investment company Labuan, Malaysia 2.1. Diamond Pacific International Corporation Investment company British Virgin Islands Vessel operation and Lenani Maritime Inc. ownership Republic of Panama Vessel operation and Ontari Maritime Pte. Ltd. ownership Republic of Singapore Averina Maritime S.A. Vessel Agent Republic of Panama Gandari Navigation Pte. Ltd. Vessel operation Republic of Singapore GBLT Shipmanagement Pte. Ltd. Vessel management Republic of Singapore GBLT Shipmanagement Ltd. Vessel management United Kingdom Harsanadi Vessel operation United Kingdom 104

119 Subsidiaries Type of Business Domicile Shipping Ltd. Hartati Shipping Vessel operation Ltd. United Kingdom Frabandari Vessel operation Shipping Ltd. United Kingdom Fatmarini Vessel operation Shipping Ltd. United Kingdom Nolowati Shipping Vessel operation Ltd. United Kingdom Nogogini Shipping Vessel operation Ltd. United Kingdom Ratih Shipping Ltd. Vessel operation United Kingdom Vessel operation and Cendanawati Navigation Pte. Ltd. ownership Republic of Singapore Frabandari Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Brotojoyo Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Berlian Laju Tanker Pte. Ltd. Vessel operation and ownership Republic of Singapore Anjasmoro Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Gas Lombok Maritime Pte. Ltd. (*) Vessel operation and ownership Republic of Singapore Gas Sumbawa Maritime Pte. Ltd. (*) Vessel operation and ownership Republic of Singapore 2.2. BLT LNG Tangguh Corporation Vessel operation and ownership Republic of Marshall Island 3. Asean Maritime Corporation Investment company Labuan, Malaysia 3.1. Gold Bridge Shipping Corporation Investment company British Virgin Islands Vessel operation and Bauhinia Navigation S.A. ownership Republic of Panama Cempaka Navigation S.A. Vessel operation and ownership Republic of Panama Gold Bridge Shipping Ltd. Vessel Agent Hong Kong BLT Shipping Shanghai Co Ltd. Vessel Agent China Vessel operation and Great Tirta Shipping S.A. ownership Republic of Panama Vessel operation and Dewayani Maritime Pte. Ltd. ownership Republic of Singapore Vessel operation and Hopeway Marine Inc. ownership Republic of Panama Lestari International Shipping S.A. Vessel operation and ownership Republic of Panama Vessel operation and Gandini Maritime Pte. Ltd. ownership Republic of Singapore Vessel operation and Quimera Maritime S.A. ownership Republic of Panama South Eastern Overseas Navigation S.A. Vessel operation and ownership Republic of Panama Zenith Overseas Maritime S.A. Vessel operation and ownership Republic of Panama Vessel operation and Gandari Maritime Pte. Ltd. ownership Republic of Singapore Vessel operation and Zona Shipping S.A. ownership Republic of Panama Vessel operation and Dewi Sri Maritime Pte. Ltd. ownership Republic of Singapore Vessel operation and Dahlia Navigation S.A. ownership Republic of Panama Eglantine Navigation S.A. Vessel operation and ownership Republic of Panama Wulansari Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Yanaseni Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Indradi Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore 105

120 Subsidiaries Type of Business Domicile Gold Bridge Logistic Ltd. Investment company Hong Kong Beihai New Resources Logistic Corportion Storage services China Gold Bridge Shipping Agencies S.A. Shipping agency Republic of Panama Elite Bauhinia Navigation Pte. Ltd. Vessel operation and ownership Republic of Singapore Cempaka Navigation Pte. Ltd. Vessel operation and ownership Republic of Singapore Dahlia Navigation Pte. Ltd. Vessel operation and ownership Republic of Singapore Freesia Navigation S.A. Vessel operation and ownership Republic of Panama Gerbera Navigation S.A. Vessel operation and ownership Republic of Panama Mustokoweni Maritime Pte Ltd. Vessel operation and ownership Republic of Singapore Ulupi Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Erowati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Gas Papua Maritime Pte Ltd. Vessel operation and ownership Republic of Singapore Rasawulan Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Gas Sulawesi Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Tribuana Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Gagarmayang Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Prita Dewi Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Purwati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Trijata Maritime Pte Ltd. Vessel operation and ownership Republic of Singapore Pradapa Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Pergiwati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Badraini Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Barunawati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Gas Maluku Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Barawati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Gas Bali Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Eustoma Navigation S.A. Vessel operation and ownership Republic of Panama Puspawati Maritime Pte. Ltd. Vessel operation and ownership Republic of Singapore Diamond Flow Ltd. Investment company Hong Kong Likabula International Ltd. Investment company Hong Kong Richesse International Corp (**) Investment company British Virgin Island Richesse Logistic (International) Ltd. (**) Investment company Hongkong Richesse Logistic (Fangcheng Port) Co. Ltd. (**) Storage and selling of chemical product China Vessel operation and Hyacinth Navigation S.A (*) ownership Republic of Panama Irish Maritime International S.A (*) Vessel operation and ownership Republic of Panama 3.2. BLT Chembulk Corp BVI Investment company British Virgin Republic of Marshall Chembulk Tankers LLC Investment company Island Vessel operation and Republic of Marshall Chembulk Trading II LLC ownership Island Chembulk Management LLC Vessel Management United States of America 106

121 Subsidiaries Type of Business Domicile Chembulk Management B.V. Vessel Management Netherlands Chembulk Management Pte. Vessel Management Ltd. Republic of Singapore Chembulk Tankers Do Brazil Ltd. (*) Vessel Management Brazil Vessel operation and Chembulk Barcelona Pte. Ltd. ownership Republic of Singapore Chembulk Gibraltar Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk Hong Kong Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk Houston Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk Kobe Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk New York Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk Savannah Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk Shanghai Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk Ulsan Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk Virgin Gorda Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk Yokohama Pte. Ltd. Vessel operation and ownership Republic of Singapore Chembulk New Orleans Pte. Ltd. (*) Vessel operation and ownership Republic of Singapore 4. PT Banyu Laju Shipping Vessel operation and ownership Republic of Indonesia 4.1. Banyu Laju Corporation Investment company Labuan, Malaysia 5. PT Brotojoyo Maritime Vessel operation and ownership Republic of Indonesia 5.1. PT Gemilang Bina Lintas Tirta Vessel operation Republic of Indonesia PT Karya Bakti Adil Crew Agent Republic of Indonesia 6. PT Buana Listya Tama 6.1. PT Anjasmoro Maritime (*) 6.2. PT Pearl Maritime 6.3. PT Ruby Maritime (*) 6.4. PT Sapphire Maritime (*) 6.5. PT Citrine Maritime (*) 6.6. PT Diamond Maritime (*) 6.7. PT Emerald Maritime (*) Vessel operation and ownership Vessel operation and ownership Vessel operation and ownership Vessel operation and ownership Vessel operation and ownership Vessel operation and ownership Vessel operation and ownership Vessel operation and ownership Republic of Indonesia Republic of Indonesia Republic of Indonesia Republic of Indonesia Republic of Indonesia Republic of Indonesia Republic of Indonesia Republic of Indonesia 7. PT Bayu Lestari Tanaya Vessel Agent Republic of Indonesia 7.1. PT Berlian Dumai Logistic General Trading Republic of Indonesia Keterangan: (*) Merupakan pendirian perusahaan baru di tahun 2008 (**) Merupakan akuisisi perusahaan di tahun

122 9. TRANSACTIONS WITH RELATED PARTIES In the normal course of business, the Company performs certain transactions with related parties, but without a contractual commitment. Management believes that these transactions are carried out under normal terms and conditions as those conducted with non-related parties. These transactions have included the following: The Company obtained port agency services from PT Arpeni Pratama Ocean Line Tbk ( Arpeni ) owned by close relatives of Mr. Hadi Surya, the Company s President Commissioner. Total port agency services paid to Arpeni for the year ended 31 December 2008 reached Rp2,896 million. The Company obtained port agency services from Pan Union Agencies Pte Ltd ( PUA ). PUA is indirectly and fully owned by Siana Anggraeni Surya, one of the Company s Director. The total amount paid to PUA for port agency services for the year ended 31 December 2008 was Rp21,245 million. Based on Proper Opinion Report dated May 1, 2006 which was Publisher by PT Dian Andita Utama, the transactions entered into between the Company and PUA were normal and proper for the Company. Such conflict of interest transaction was approved by an Extraordinary General Meeting of Shareholders dated 21 June The nature of relation, PUA is an affíliate of the Company. The Company provided port agency services to Pan Union Agencies Pte Ltd ( PUA ). Revenue from port agency services received from Pan Union Agencies Pte Ltd ( PUA ) for the year ended 31 December 2008 amounted to Rp550 million. PUA is a subsidiary which directly or indirectly fully owned by Siana Anggraeni Surya who is a Director of the Company. The Company obtained port agency services from PT Garuda Mahakam Pratama ( Garuda ). Total port agency services paid to Garuda for the year ended 31 December 2008 was Rp72 million. The nature of relation, PT Garuda Mahakam Pratama is an Associate Company of the Company. The Company obtained port agency services from Thai Petra Transport Co. Ltd. (Thai Petra). Total port agency services paid to Thai Petra for the year ended 31 December 2008 was Rp13,940 million. The nature of relation, Thai Petra Transport Co. Ltd, is affiliated with the Company. 10. THIRD PARTY COMMITMENTS The Company and its Subsidiaries have a number of contracts with third parties, including: a. Charter contracts with Pertamina in the amount of USD7 million USD64 million per year, which will expire between the years The Company from time to time attempts to acquire new contract or to extend the existing contracts with Pertamina. b. Bareboat charter contracts with third parties valued at USD16 million USD51 million per year, which will expire between the years These contracts most probably will not be extended by the Company. Parties of this contracts are FSL, Jimbaran AS, Seminyak AS and Gandari Komarf, all of which are non-affiliated parties. c. Contract with a shipyard in Japan for the construction of new vessels valued at approximately JPY53,079 million in 2008 and JPY26,695 million in 2007, both for a period of around 3 to 4 years. Shipyards involved in this construction for new vessels are Shin Kurusima Dockyard, Fukuoka Shipping Building, Yamanishi Shipping Building, Asakawa Shipping Building and Shitanoe Shipping Building, all of which are non-affiliated parties. d. Chembulk Trading II LLC (a subsidiary) obtained a letter of credit (L/C) facility for the amount of USD29.2 million from Nordea Bank Norge ASA, Grand Cayman. The facility is secured by a current account amounting to USD29.2 million, which is presented under Restricted Cash in Bank. In 2008, the facility has expired. In April 2008, Chembulk Tankers LLC obtained an irrevocable Standby Letter of Credit (SBLC) facility from ING Bank N.V, Singapore worth USD29.2 million, which was used to guarantee the 108

123 lease payment of the vessel. The facility is secured by a vessel owned by a subsidiary (M.T. Barunawati) and shall be periodically reduced by USD3.6 million, maturing on 19 January e. Chembulk Trading II LLC also entered into a Time Charter contract for a chemical vessel which is expected to be delivered in The Company from time to time attempts to acquire new contract or to extend the existing contracts with customer. f. On 17 January 2008, Richesse Logistics (Fangcheng Port) Co., Ltd, executed an agreement with Fangcheng Port Group Co. Ltd. for the reclamation and use of land with a total area of 360,093,463 sqm. The land totaling 83,333,804 sqm out of the entire area of 360,093,463 sqm will be considered as capital contribution from Fangcheng Port Group Co. Ltd and the remaining 276,759,657 sqm will be purchased for RMB83,238,000. The agreement also states that Richesse Logistics (Fangcheng Port) Co., Ltd will be responsible for, among others, applying the license for use of the property. On 31 December 2008, Richesse Logistics (Fangcheng Port) Co., Ltd. has not obtained the said license. As at 31 December 2008, Richesse Logistics (Fangcheng Port) Co., Ltd. has made payment of RMB70.57 million (or equivalent to USD10.09 million), which is recorded under the account asset in progress. 11. INFORMATION ON (LITIGATION/LEGAL) CASES FACED BY THE COMPANY Up to the date on which this Prospectus is issued, the Company, Subsidiaries and the Board of Commissioners and the Board of Directors of the Company face no pending (litigation/legal) cases. 109

124 VIII. BUSINESS ACTIVITIES AND PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES 1. GENERAL The Company is an international liquid cargo shipping company servicing the chemical oil and gas sectors throughout Asia, the Middle East, Europe and America. Based on the report issued by in 2008, the Company has the third largest chemical tanker fleet and isone of the world s largest players in the chemical tanker segment, both by tonnage and by number of ships. In 2006, the Company expanded its oil segment services to include its activities in the floating production, storage and offloading ( FPSO ) sector. In 2007, the Company extended its fleet into the chemical tanker segment as well as expanded its coverage of operational and commercial activities to include America with the acquisition of Chembulk Tankers LLC. As at 31 December 2008, the Company operates a fleet comprising 87 tankers, of which 69 are owned by the Company and 18 chartered-in, and the Company has total cargo capacity of 2,006,783 deadweight tons ( DWT ). Since 31 December 2008 and up to the date of publication of this Prospectus, the Company has received shipment of 2 chemical tankers and 1 LNG Carrier. Such transaction has increased the Company s overall net capacity to 2, DWT as at the date of this Prospectus publication. The Company provides transportation services, particularly for the following cargos: organic and non organic liquid chemicals, edible vegetable oils (particularly crude palm oil), crude oil, refined petroleum products such as lubricating oil, base oil and various additives, liquefied gas such as liquified petroleum gas or "LPG", propylene, ethylene, propane and other petrochemical gases. In its efforts to diversify risks, the Company has actively managed its integrated operational activities in such a way that balance is maintained between the different segments consisting of chemicals, oil and gas. The Company has also strived to manage utilization of its vessels in various types of charter contracts, including time charters (time based contract) and spot charters or specific route shipping contracts, and contracts of affreightment (COA), which are contracts based on a guarantee of specified period of time and volume. The strategies for managing the Company s vessels are designed to provide better stability of cash flows during the duration of the contract period and charter of most of its fleet, whilst maintaining flexibility to capitalize on improvements of tariffs for spot contracts. Management of the Company s exposure into many different sectors and utilization of long-term contracts have successfully promoted the growth of the Company s businesses as well as in overcoming business cycles and increasing cash flow as well as profitability of the Company. For the year ended 31 December 2008, the Company booked total consolidated revenue, EBITDA 1 and profit of Rp7,005,851 million, Rp3,507,146 million and Rp1,557,962 million respectively. In 2008, the Company recorded approximately 73.8% of its consolidated revenue from the chemical tanker segment, approximately 19.3% from the oil tanker segment, approximately 5.2% from the gas tanker segment and approximately 1.5% from the FPSO segment. Moreover, in 2008 the Company booked about 75.7% of its consolidated revenues from spot market activities, COA markets, and the remaining portion from charter contracts. In 2007, the Company added twenty two new ships to its fleet, which provided additional contribution of Rp396,338.4 billion to its consolidated revenue. The Company has consistently booked profit each year since its listing on the Indonesia Stock Exchange as well as its listing on the Singapore Exchange Securities Trading Limited. As at 31 December 2008, the Company has total market capitalization of about Rp2.30 trillion based on the closing price of its ordinary shares on the Indonesia Stock Exchange, and total market capitalization of approximately SGD46.1 million based on the closing price of its ordinary shares on the SGX-ST. 1 EBITDA including gain (loss) on sale of properties, vessel and vessel equipments. Such gain (loss) was Rp919,391 million for the year ended 31 December

125 Competitive Strengths The Company believes that it has a number of competitive strengths which strategically positions the Company within the industry. These competitive strengths are as described below: Large and flexible operational fleet. With a fleet comprising of 88 vessels (on the date of publication of this Prospectus) and with the Company s development in the past 28 years, the Company has the ability to provide high quality shipping services in order to capitalize on the growth of the chemical and petrochemical industries which is expected in the following years. The size of the Company s fleet has enabled the Company to fulfill the demand for shipping services of large multinational companies as well as regional trade companies. Ultimately, fleet diversification has allowed the Company to provide not only a wide range of services covering a number of products and different product groups for its customers, but also multi routes shipping services which are effective for customers, and shipment of large cargo to distribution centers in a number of ports that are relatively small. Modern and high quality operational fleet. The Company operates modern and high quality chemical, oil and gas tankers which are consistent with the standards established by the International Maritime Organisation (IMO) and Class Society. The Company emphasizes the importance of vessel maintenance and maintaining highly qualified crew to operate its fleet. This focus has allowed the Company to provide high quality services to maintain long-term relationship with customers and to operate its fleet consistently and efficiently as well as at lower operational costs. As at 31 December 2008, the average age of the Company s chemical, oil and gas tankers are respectively about 7.7 years, 15.4 years and 7.9 years; compared to the industry s average of approximately 11.7 years, 12.3 years and 15.5 years. The Company believes that the age and quality of its vessels promote vessel utilization rate to above 90% in Moreover, the Company has been granted ISO 9001:2000 certification from Nippon Kaiji Kyokai for crew management and manning division as well as for its shipping and agency business. With the increasingly tighter operational and safety standards enforced by the Company, the quality of its fleet is highly valued by customers. The Company s financial performance has been proven over the long term. The Company has consistently booked profit annually since the Company listed its shares on the Jakarta Stock Exchange in Over the same period, with the exception of 2002, the Company has increased its cash flows over the years. The EBITDA and profit (consolidated and based on generally acceptable accounting principles in Indonesia) have grown at CAGR (compound annual growth rate) of 38.8% and 37.2% respectively between the years 1990 and In the long term, the Company s strong financial performance has been the result of its focus on a balanced portfolio of businesses between the chemical, oil and gas segments, as well as a balanced fleet management in terms of long-term and spot contracts, hence allowing the Company to expand in line with its business cycle. This is further supported by the Company s economies of scale related to its large modern fleet, close relationships with customers, competitive vessel operational costs and experienced management team. Strong relationship with customers. The Company has developed strong, long standing relationships with its numerous customers, including with major international oil and chemical companies like PT Pertamina (since 1981), ExxonMobil (since 1986), Shell (since 1986), BASF (since 1991), Celanese (since 1993), Dow Chemical (since 1991) and SABIC (since 1997). These close relationships with customers were built on the Company s reputation in offering reliable, safe and efficient transportation services since the Company was established 28 years ago, and demonstrates its achievement in upholding service quality. In line with the increasing development and diversity of the Company s operating fleet and business activities, the Company expects to maintain continuous expansion of its geographical reach, particularly in Europe, which has become the Company s main target for future expansion. Extensive marketing and operating network. The Company has developed an extensive international network, both for its operational as well as sales and marketing aspects. The Company maintains integrated marketing with a line of major reputable clients in the Asian market through its offices in Jakarta, Singapore, Hong Kong, Bangkok, Taiwan, Shanghai and Beijing. Moreover, the Company has a marketing office in Dubai, to serve customers in the Middle East; Glasgow and Rotterdam, to cater to the needs of customers in the European nations; Mumbai, to serve the South Asian region, and Westport 111

126 Connecticut as well as Sao Paolo, Brazil to offer services to customers in North America and South America. The Company believes that its extensive marketing network not only supports the Company s service and operations to its existing clients, but also promotes its ability to identify potential customers and new business opportunities. Competitive cost structure. The Company believes that it has a cost base which is relatively lower compared to its competitors, particularly those from the European region, as the Company s head office is based in Asia. For example, the Company recruits a significant portion of its ships crew from Indonesia and thus benefits from lower labor costs for vessel operations relative to its competitors. Similarly for its maintenance and docking activities which are centralised in Southeast Asia or North Asia, where such costs are less expensive than those incurred in Europe. Moreover, the Company is focused to preserve its cost structure to remain competitive by recruiting most of its employees locally at the locations of the Company s offshore branch offices. Due to its competitive cost structure, the Company can afford to offer more flexibility in formulating shipping tariff, both to align competitiveness of tariffs against competitors as well as to sustain profit margins. High quality vessel management at competitive costs. Unlike other vessel operating companies, the Company offers vessel management services for fleet operations through a fully-owned subsidiary of the Company. These services include operational support, tanker maintenance, technical support, manning, shipyard supervision, and commercial management. The Company believes that by carrying out these services, the Company can maintain quality as well as attain cost efficiency and economies of scale in its operations. Experienced Management Team. The Company s senior executives and key employees are experienced in the international shipping industries, with average experience of 19 years. In addition, the Company s senior management team has worked with the Company for over 17 years, indicating the team s loyalty and commitment to the Company. The Company s management also has expertise in all business aspects, encompassing technical and commercial management to intensify focus on marketing, control over quality and costs, effective operations and safety monitoring. Strategies The main purpose of the Company s strategies are to leverage on its competitive strengths to solidify the Company s position within the industry in order to attain consistently sound financial performance in riding through the various economic cycles as well as fluctuations in the shipping market. To achieve this objective, the Company intends to apply the following strategies: Maintaining a balanced portfolio between chemical tankers, oil tankers and gas tankers. Although the chemical, oil and gas sectors are dominated by particular cycles, the Company believes that such business cycles are not inter-related. The Company has been able to reduce its exposure to business volatility through fleet diversification for the oil, chemical and gas markets. The Company will maintain balance between these segments in order to manage risks and attain a consistent growth rate. Utilization of contractual obligations to expand business and to maintain stable operational cash flow. The Company manages vessel operation through several types of charter contracts. The Company s strategy in vessel operational management is designed to generate stable cash flow through time charter contracts for most of the fleet whilst maintaining flexibility to benefit from increases in spot market tariffs. The Company believes that its objective to achieve consistent operational stability will support the Company s business growth, hence making it possible for the Company to make investments supported by cash flow for business expansion. Furthermore, the Company constantly monitors market developments and takes efforts to anticipate the customers transportational needs in order to grab attractive opportunities in its vessel charter business. Consistent fleet development with parallel efforts for managing capital structure under the prudential principle. The Company continuously monitors the market to take advantage of business development opportunities. Since 31 December 2006 to 31 December 2008, the Company has acquired 28 new and secondary vessels with total additional capacity of 488,296 DWT and total investment of approximately USD1.42 billion. The Company intends to sustain expansion of its fleet. As at the date of issue of this 112

127 Prospectus, the Company is developing 14 new vessels with capacity of 208,780 DWT, with target completion and delivery between 2009 and As part of its strategy, the Company is currently carrying out negotiation with a third party to purchase a number of secondary vessels within a short period of time. There is no assurance that the negotiation process will be successful such that the Company can increase the number of its vessels. Nevertheless, the Company continuously strives to seek out opportunities to acquire new vessels in In addition, the Company also takes into consideration the acquisition of other shipping companies as part of its strategic targets. Undertaking expansion of geographical coverage in the main markets of the Company s customers. Since 1998, the Company has implemented a strategy for geographical expansion from its operational center which started out of Southeast Asia. In 1998, the Company acquired a subsidiary in Hong Kong to penetrate the market in North Asia. In 2001, the Company expanded its trading area to the Middle East and India. In 2004, the Company established a marketing office in Glasgow, Scotland. Then in 2007, the Company acquired a subsidiary in the United States to penetrate the local market. The Company also plans to utilize its optimal operational cost base to offer competitive pricing for customers in the European market. Additionally, new maritime regulations in Indonesia limit shipping services on all Indonesian waters to be served by owners of domestic ships using only Indonesian-flagged vessels, if available. Furher information is presented in the section Business Activity Competition. The Company believes that such condition provides opportunities for the Company to expand its business in the domestic market. Business expansion into the FSO and FPSO markets. The Company intends to increase its activities in the FSO and FPSO markets as an offshore services business line. The Company believes that these markets have promising growth potential, and the Company strives to obtain long-term contracts with oil exploration operators as well as other offshore services and facilities. The Company has converted one of its tankers to become an FPSO as the initial step of entry into this market. Brief History The Company was established in Indonesia on 12 March 1981 under the name of PT Bhaita Laju Tanker and officially changed its name to PT Berlian Laju Tanker in In 1982, the Company acquired its first two oil tankers, MT Anjasmoro and MT Brotojoyo. In 1986, the Company initiated its chemical transshipment service for leading oil companies. In 1989, the Company s Group purchased its first LPG carrier, MT Gas Jaya and launched its gas transportation business. In 1990, the Company completed its Initial Public Offering and listed its shares on the Jakarta and Surabaya Stock Exchanges, becoming the first shipping operator in Indonesia to become a public-listed company. The Company pursues a continuous expansion of its operating fleet through a combined effort of constructing and acquiring vessels. In 1998, the Company acquired Asean Maritime Corporation, including its subsidiary Gold Bridge Shipping Corporation, which owned seven chemical tankers. In 2001, the Company extended its geographical trade coverage by expanding its business into the Arabian Gulf and further into India in 2004; then in 2005, the Company widened its network into Europe and the Middle East. In 2006, the Company listed its shares on the Singapore Exchange Securities Trading Limited (SGX-ST), and in 2007, Asean Maritime Corporation, through BLT Chembulk Corp., a subsidiary, acquired 100% shares in Chembulk Tankers LLC from Chembulk Holding Inc. This acquisition further enlarged the Company s geographical service coverage from its initial concentration in Asia, the Middle East and Europe to include the entire part of the world. The following figure provides data on growth of the Company s fleet by size (DWT) and the number of vessels in the last ten years: 113

128 The Company s Fleet ( ) Source : The Company 2. BUSINESS OPERATIONS Fleet On 31 December 2008, the Company operates a fleet consisting of 87 tankers with total tonnage capacity of 2,006,783 DWT, increasing by 9 from a total of 78 ships with total tonnage capacity of 1,878,502 DWT as at 31 December On 31 December 2008, the Company s ships are made up of 61 chemical tankers, 14 oil tankers, 11 gas tankers and 1 FPSO. With this composition, the Company owns 69 tankers and chartered-in 18 tankers. On 31 December 2008, the Company has a total of 16 additional vessels, including 11 chemical tankers, 4 gas tankers and 1 LNG carrier under construction. The table below sets forth details on the Company s fleet as at 31 December 2008: Total Vessels Owned by the Company DWT Average Age Vessels Chartered by the Company from Third Parties (1) Total DWT Average Age Total DWT Chemical Tanker , (2) 360, ,086 Oil Tanker , , ,723 Gas Tanker , ,100 FPSO Tanker , ,874 Total 69 1,615, , ,006,783 Notes: (1) Including time charter and bareboat charter. Based on the bareboat charter, the Company leases ships and covers all voyage costs and operational costs of the ship. The ship s owner is only responsible for the full capital costs of the ship. (2) Including 11 time charters and 7 bareboat charters. 114

129 Since 31 December 2008 up to the date of publication of this Prospectus, the Company has received 2 chemical tankers with total capacity of 39,400 DWT. Types of Charter Contracts The Company charters out its tankers to third parties based on three different forms of contracts, which are time charter, shipment contract for a specific route with guarantee of specific time period and shipment volume (contracts of affreightment/coa) and spot charter (shipment lease for one trip). Under the time charter, the vessels are leased out to customers for a specific period of time with previously negotiated tariffs, generally a fixed tariff. Under a time charter, vessel is provided inclusive of operational crew and other services encompassing maintenance, stock, spare parts, crew provisions and other operational services, for which these costs are factored or considered into the charter rate negotiated. The lessee is still responsible for direct incurrence of all voyage expenses, consisting of fuel costs and port charges. Time charter normally carries duration of between 1 to 2 years for short-term charter; and between 10 to 12 years for long-term charter. In essence, under a time charter, customers rent a vessel, which is readily operable, including ship crew for a specified period of time during which the lessee may determine the destination of the vessel, cargo transported and make payment for fuel and spare part costs during the said time period. Based on the COA, the ship s owner or operator provides services for transporting a certain volume of cargo within a specified period (usually one to three years) using ships that are selected by the ship fleet owner from one destination to another as specified by the customer. The customer pays a charter rate, and the ship operator is responsible for voyage expenses, including fuel and port charges. Based on the COA, the customer enjoys the benefit of access to a larger fleet of vessels as compared to only a single ship. A larger fleet greatly increases the flexibility for the customer in selecting the cargo to be transported and reduces the risk of facing unavailability of ships when the requirement arises. The Company benefits from rising volume in its business and more efficient utilization of fleet. Consequently, the Company believes that a larger fleet of vessels will serve to be more advantageous in order to offer better service that would satisfy the COA customers. Spot contract is a contract executed for one trip with a rate based on the current rate or spot market rate. As with a COA, in a spot contract the lessee pays a one time charter, and the Company is responsible for fuel costs and port charges. To measure its performance, the Company nets out fuel costs and port charges from revenue generated from the COA and spot contracts to calculate " time charter equivalent revenue", which is a measurement to indicate revenue from COA and spot contract on the same basis as a time charter, for which fuel costs and port charges are not included in the Company s costs and are incurred directly by the lessee. A more detailed description is provided in Chapter IV on Management Discussion and Analysis". From an operational perspective, the Company has historically inclined to charter out its vessels through fixed contracts based on time charter and COA. Under these fixed contracts, the Company is more able to control its costs and manage cash flow, hence making the Company to be more insulated in the event of adverse short-term market conditions. Nevertheless, the Company continuously strives to sustain a balance between such contracts with the opportunities offered in the spot market which is more volatile. The Company constantly monitors the development in the market because the Company consistently makes efforts to capitalize on rate increases in the short-term, to maintain flexibility of the Company s fleet to serve customers in various different locations throughout the world and to optimize the Company s earnings. Chemical Tankers As of 31 December 2008, the Company is one of the largest shipping companies in the global chemical transportation market based on tonnage, at 960,086 DWT. On 31 December 2008, the average age of the Company s chemical tanker fleet is approximately 7.7 years, compared to the industry s average of about 13.4 years. The Company has ordered construction of 10 new chemical tankers with total capacity of 190,980 DWT, with scheduled delivery between 2009 up to Since 31 December 2008 and up to the date of publication of this Prospectus, the Company has received 2 chemical tankers which had been ordered with capacity of 39,400 DWT in February

130 A chemical tanker is constructed with separate tanks within one vessel. Hence, chemical tankers have the capability of simultaneously transporting a number of chemical products with different types and/or grades. However, such separation requires additional cleaning work on the tanks, pipes and pumps when transporting and delivering cargo. IMO has furnished three classifications for different types of chemical tankers based on the design of the cargo tank structure carried by the said vessel. Cargo tank type I is designed to tranship special products such as chlorinated paraffins in small amounts which represent a small proportion in the chemical trade. Cargo tank type II is designed to tranship chemicals with higher grades, whereas tank type III is designed for other types of chemicals. The Company has specifically transhipped cargo types II and III. The Company s vessels, which are within the classifications of IMO II/III, are generally able to tranship not only IMO III cargo but also various types of IMO II cargo in all of the tanks. Unlike oil tankers, for which the IMO regulates vessel category based on specified conditions, the IMO has not applied classification for chemical tankers. However, older vessels have a higher risk of crosscontamination between different products as well as higher operating costs. As a result, most chemical tankers are disposed upon reaching the age of 25 years. The Company operates all chemical tankers substantially based on spot and COA contracts. In 2008, the Company generated about 57.32% of revenue from the tanker segment from spot contracts and COA and approximately 42.68% from time charter. In general, the Company is not too aggressive in chartering out its chemical tankers to other chemical tanker operators in Asia due to the small number of competitors compared to other markets in Asia, and there is a possibility that the party chartering from the Company is one of its competitors. However in developing the Company s businesses, Time Charter transactions shall be reviewed on an individual basis in order to assess their contribution to the Company s growth. The following table presents a summary of the chemical tankers operated by the Company as at 31 December The first table shows tankers owned by the Company, whereas the second and third tables display vessels chartered by the Company. No. Owned Vessels Built DWT Type (1) Flag Hull (1) 1 MT Dragonaria ,555 IMO II/III Singapore DH 2 MT Erowati ,688 IMO II/III Singapore DH 3 MT Gagarmayang ,354 IMO II/III Singapore DH 4 MT Ulupi ,690 IMO II/III Singapore DH 5 MT Yanaseni ,202 IMO II/III Singapore DH 6 MT Bauhinia ,851 IMO II/III SUS Singapore DH 7 MT Celosia ,477 IMO II/III SUS Hong Kong DH 8 MT Cendanawati ,159 IMO II/III SUS Singapore DH 9 MT Dewi Madrim ,250 IMO II/III SUS Indonesia DH 10 MT Eustoma ,990 IMO II/III SUS Hong Kong DH 11 MT Fatmawati ,527 IMO II/III SUS Singapore DH 12 MT Purbasari ,900 IMO II/III SUS Singapore DH 13 MT Fatmarini ,578 IMO II/III SUS Singapore DH 14 MT Frabandari ,575 IMO II/III SUS Singapore DH 15 MT Freesia ,521 IMO II/III SUS Hong Kong DH 16 MT Gerbera ,738 IMO II/III SUS Hong Kong DH 17 MT Harsanadi ,271 IMO II/III SUS Singapore DH 18 MT Hartati ,312 IMO II/III SUS Singapore DH 19 MT Indradi ,944 IMO II/III SUS Singapore DB 20 MT Larasati ,665 IMO II/III SUS Hong Kong DH 21 MT Mustokoweni ,199 IMO II/III SUS Singapore DB 22 MT Nogogini ,639 IMO II/III SUS Singapore DH 23 MT Nolowati ,636 IMO II/III SUS Singapore DH 24 MT Ratih ,329 IMO II/III SUS Singapore DH 25 MT Rasawulan ,332 IMO II/III SUS Singapore DH 26 MT Rengganis ,667 IMO II/III SUS Singapore DH 27 MT Setyawati ,189 IMO II/III SUS Hong Kong DH 116

131 28 MT Tirtasari ,878 IMO II/III SUS Singapore DH 29 MT Wulansari ,055 IMO II/III SUS Singapore DB 30 CB Virgin Gorda ,000 IMO II/III SUS Singapore DH 31 CB Hong Kong ,000 IMO II/III SUS Singapore DH 32 CB Savannah ,000 IMO II/III SUS Singapore DH 33 CB New York ,000 IMO II/III SUS Singapore DH 34 CB Yokohama ,500 IMO II/III SUS Singapore DH 35 CB Kobe ,500 IMO II/III SUS Singapore DH 36 CB Gibraltar ,500 IMO II/III SUS Singapore DH 37 CB Shanghai ,500 IMO II/III SUS Singapore DH 38 CB Ulsan ,500 IMO II/III SUS Singapore DH 39 CB Barcelona ,300 IMO II/III SUS Singapore DH 40 CB Houston ,400 IMO II/III SUS Singapore DH 41 MT Anggraini ,225 IMO III Singapore DH 42 MT Anjasmoro ,696 IMO III Singapore DH 43 MT Jembawati ,685 IMO III Singapore DH 44 MT Kunti ,984 IMO III Indonesia DB 45 MT Pramoni(8) ,990 IMO II/III SUS Singapore DH 46 MT Puspawati(8) ,900 IMO II/III SUS Singapore DH 47 MT Purwati(8) ,900 IMO II/III SUS Singapore DH 48 MT Pertiwi(3) ,970 IMO II/III SUS Singapore DH 49 MT Prita Dewii(3) ,998 IMO II/III SUS Singapore DH 50 MT Pujawati(3) ,900 IMO II/III SUS Singapore DH 51 MT Gagarmayang(8) ,354, IMO II/III Singapore DH 52 MT Bestari (5) ,689 IMO II/III SUS Panama DH 53 MT Bidadari (5) ,678 IMO II/III SUS Panama DH 54 MT CB Singapore (4) ,500 IMO II/III SUS Singapore DH 55 MT CB Tortola (4) ,500 IMO II/III SUS Singapore DH 56 MT CB Westport (4) ,000 IMO II/III SUS Singapore DH 57 MT CB Lindy Alice (4) ,000 IMO II/III SUS Singapore DH 58 MT CB Kings Point (4) ,500 IMO II/III SUS Singapore DH 59 MT CB Minneapolis (4) ,000 IMO II/III SUS Singapore DH 60 MT Golden Ambrosia (6) ,000 IMO II/III Singapore DH 61 MT Royal Flos (7) ,600 IMO II/III Singapore DH Notes : 1) "SUS" refers to tankers with cargo tanks made of stainless steel, "DH" means Double Hull, "DB" means Double Bottom 2) Six and half years Bareboat Charter, to expire in 2010 and ) Twelve years Bareboat Charter, to expire in June, July and September ) Ten years Time Charter, to expire in August and October ) Six years Time Charter, to expire in August and October ) Five years Time Charter, to expire in January ) Three years Time Charter to expire in June ) Twelve year operating lease to expire in 2020 Since 31 December 2008 and up to the time of publication of this Prospectus, the Company has received 2 new chemical tankers which have been recently built, CB Jakarta with a capacity of 19,500 DWT and MT Pramesti with a capacity of 19,900 DWT. 117

132 Each of the Company s chemical tanker is registered with one of several classification associations. For chemical tankers, the Company has registration with the following associations: Lloyds Register, Nippon Kaiji Kyokai, Bureau Veritas and Det Norske Veritas. Oil Tankers On 31 December 2008, the Company operates 14 oil tankers with total capacity of 929,723 DWT. The Company s fleet of oil tankers is made up of 2 Suezmax vessels, 4 Aframax vessels, 5 Handysize vessels and 3 small-range tankers. As at 31 December 2008, the average age of the Company s fleet of oil tankers is approximately 15.4 years, compared to the industry s average of about 12.3 years. IMO has established requirements related to the disposal of oil tankers by age specification and under different conditions. Further information is provided in Chapter IX on Shipping Industry. Pursuant to one of these regulations, non-double-hull oil tankers are required to be disposed at the latest upon reaching the age of 25 years. Because the average age of the Company s fleet of oil tankers is 15.4 years, the Company believes that the IMO ruling shall not have material effects on the Company s operational results or financial condition. The Company operates 5 of its oil tankers based on spot charters and charters out 9 others based on time charters. Most of the Company s vessels with capacity of less than 100,000 DWT are operated based on long-term and short-term contracts with Pertamina (for transporting domestic crude oil). In 2008, the Company derived approximately 66.42% of its total revenue from the oil tanker business from spot charters and COA and approximately 33.58% from time charters. The following table provides brief descriptions of oil tankers operated by the Company as of 31 December The Company owns all of the tankers mentioned below, with the exception of MT Gandari. Vessels Owned Built DWT Type (1) Flag Hull (2) MT Tridonawati ,970 Crude Oil Tanker Liberia SH MT Trirasa ,970 Crude Oil Tanker Singapore SH MT Badraini ,777 Crude Oil Tanker Singapore DB MT Barunawati ,689 Crude Oil Tanker Singapore DB MT Barawati ,134 Crude Oil Tanker Singapore SH MT Bramani ,672 Crude Oil Tanker Singapore SH MT Pergiwo ,087 Crude Oil Tanker Singapore SH MT Anjani ,882 Oil Product Tanker Indonesia DS MT Pradapa ,362 Crude Oil Tanker Indonesia DS MT Gandini ,042 Oil Product Tanker Singapore DH MT Gandari (1) ,500 Oil Product Tanker Singapore DH MT Ontari ,520 Oil Product Tanker Indonesia SH MT Dewayani ,561 Oil Product Tanker Singapore DH MT Dewi Sri ,557 Oil Product Tanker Singapore DH 1. Ownership by bareboat charter for 10 years that expire in May Each of the Company s oil tankers is registered with one of several classification associations. For the Company s oil tankers, these classification associations include Lloyds Register, Nippon Kaiji Kyokai, Bureau Veritas, Det Norske Veritas and Biro Klasifikasi Indonesia. Gas Tankers On 31 December 2008, the Company operates 11 gas tankers, all of which are LPG/petrochemical tankers, having collective capacity of 55,626 CBM (56,100 DWT). As at 31 December 2008, the average age of the Company s fleet of tankers is approximately 8.0 years, compared to the industry s average of about 15.5 years. 118

133 The Company continuously aims to increase the percentage of its total revenue from the operations of gas tankers and consequently expands its fleet of gas tankers. The Company currently has 4 gas tankers under construction, with total capacity of 17,000 CBM (17,800 DWT). The Company expects that these vessels will be delivered between 2010 and The Company will have a 30% ownership in 1 of the LNG Tanker mentioned above. The Company expects to increase its market share by providing LPG/petrochemical transportation services in the Far East Asian region. The Company also intends to increase LNG shipment domestically, depending on the growth in the demand for LNG in Indonesia. The Company operates 6 of its gas tankers based on spot contracts and 6 other gas tankers based on time charter. In 2008, the Company obtained about 11.58% revenue in the gas tanker segment from spot contracts and COA and 88.42% from charter-based contracts. The table below provides a brief description of the gas tankers operated by the Company as at 31 December The Company has full ownership of these tankers. No Vessels Owned Built Type Flag Hull CBM 1 MT Gas Maluku 1996 Gas Tanker Singapore DH 5,000 2 MT Gas Sumatera 1989 Gas Tanker Indonesia DH 3,512 3 MT Gas Jawa 1989 Gas Tanker Indonesia DH 3,596 4 MT Gas Indonesia 1990 Gas Tanker Indonesia DH 3,518 5 MT Gas Kalimantan 1996 Gas Tanker Indonesia DH 3,500 6 MT Gas Sulawesi 2006 Gas Tanker Singapore DH 5,000 7 MT Gas Papua 2007 Gas Tanker Singapore DH 5,000 8 MT Gas Bali 2007 Gas Tanker Singapore DH 5,000 9 MT Gas Lombok 2008 Gas Tanker Singapore DH 9, MT Gas Sumbawa 2008 Gas Tanker Singapore DH 9, MT Gas Natuna 2008 Gas Tanker Indonesia DH 3,500 Each of the Company s gas tanker is registered with one of several classification associations. For the Company s gas tankers, these classification associations are Nippon Kaiji Kyokai and Biro Klasifikasi Indonesia. FPSO Tankers An FPSO tanker is a tanker used as a floating production, storage and offloading facility. On 31 December 2008, the Company has an FPSO tanker which was acquired in December 2005 and began its conversion into an FPSO in Since 2006, the Company no longer included this vessel as part of the oil tanker fleet within its operations. The conversion of this vessel into an FPSO was completed in August The tanker has total capacity of 60,874 DWT. The Company operates its FPSO tanker based on time charter. For the purpose of financial reporting in the years 2006 and 2007, the FPSO tanker has been classified into the oil tanker segment. The table below sets forth data on the FPSO tanker operated as at 31 December Vessel Owned Built DWT Type Flag Hull FPSO Brotojoyo FPSO Tanker Indonesia DB The FPSO Tanker is registered with Biro Klasifikasi Indonesia, a classification association. New Vessels Currently Under Construction The table below presents data on new vessels currently under construction for the Company s fleet, planned tonnage and expected delivery date, as at 31 December Unless specified otherwise, all vessels are fully owned by the Company. Size is indicated by DWT for chemical tankers and by CBM for gas, ethylene and LNG tankers. The Company anticipates that the total costs for these 15 new vessels, are approximately USD405.2 million. The Company plans to finance these vessels with cash flow from operations and with loans. No. Name Expected Delivery DWT/ CBM Type Flag Hull Shipyard 119

134 No. Name Expected Delivery 1 MT Pramesti (*) MT Hyacinth MT Subadra 2010 DWT/ CBM Type Flag Hull Shipyard 19,000 Chemical Tanker IMO Singapore DH Shin Kurushima (2) II/III SUS 12,500 Chemical Tanker IMO Singapore DH Shitanoe (7) II/III SUS 12,500 Chemical Tanker IMO Singapore DH Shitanoe (7) II/III SUS 4 MT Gas Karimun ,000 Gas Tanker Singapore DH Shitanoe (7) 5 MT Gas Batam ,000 Gas Tanker Singapore DH Shitanoe (7) 6 MT Gas Bangka ,500 Gas Tanker Singapore DH Yamanishi (8) 7 MT Gas Madura ,500 Gas Tanker Singapore DH Yamanishi (8) 8 MT Wilutama 2010 Chemical Tanker IMO Singapore DH Shin Kurushima (2) 25,100 II/III SUS 9 MT Watari 2011 Chemical Tanker IMO Singapore DH Fukuoka (5) 25,400 II/III SUS 10 MT Setyaboma 2011 Chemical Tanker IMO Singapore DH Shitanoe (7) 12,500 II/III SUS 11 MT Sakuntala 2011 Chemical Tanker IMO Singapore DH Shitanoe (7) 12,500 II/III SUS 12 MT Wardani 2011 Chemical Tanker IMO Singapore DH Fukuoka (5) 25,400 II/III SUS 13 MT Widawati 2011 Chemical Tanker IMO Singapore DH Shin Kurushima (2) 25,100 II/III SUS 14 MT Pitaloka 2011 Chemical Tanker IMO Singapore DH Asakawa (9) 19,990 II/III SUS 15 MT Partawati 2011 Chemical Tanker IMO Singapore DH Asakawa (9) 19,990 II/III SUS (*) The Company has received delivery of several of these ships at the time when this Prospectus is issued (**) This vessel is not owned by the Company, but chartered in by the Company with an option to buy (1) Shin Kurushima Shin Kurushima Dockyard Co., Ltd. (2) STX STX Shipbuilding Co., Ltd. (3) Hyundai Samho Hyundai Samho Heavy Industries Co., Ltd. (4) Fukuoka Fukuoka Shipbuilding Co., Ltd. (5) Hyundai Hyundai Heavy Industries Co., Ltd. (6) Shitanoe Shitanoe Shipbuilding Co., Ltd. (7) Yamanishi - Yamanishi Corporation (8) Asakawa - Asakawa Shipbuilding Co., Ltd Acquisition or Purchase of Vessel For the acquisition of additional vessels, the Company s main criterion is its assessment of the market in which the Company maintains operating activities. In the event that the Company s assessment of market development is positive, the Company will perform an evaluation/weighing of the potential risk profile of certain acquisition opportunities. The Company evaluates one of the risks based on the break even point as compared to the value of the vessel after the expiration of its economic life. If the vessel s profile is consistent with the Company s internal requirements, then the Company strives to earn an adequate internal rates of return in line with the risks taken. According to the cycle of the market in which the Company carries out its operational activities, the Company will perform a prudent analysis of the market conditions and vessel value, vessel conditions and its earning potential in the process of evaluating the vessel purchase. The Company will also take into consideration the conditions of the world s fleet such that there is adequate knowledge in order to enable the Company to quickly respond to the changing market and resulting opportunities. Based on the Company s outlook for the oil, gas and chemical markets, the Company s acquisition strategy is focused on the chemical and gas tankers which were built after the year 1990, including new vessels and on second-hand oil tankers constructed between the years 1985 and Today, the Company has 11 chemical tankers and 4 gas tankers under construction. With consideration to market conditions which have steadily improved in recent years and the demand for capacity of shipyard, the schedule for delivery of the new vessels is currently set at between 3 months to 45 months. Other than acquiring new and old vessels, the Company also charters vessels under various types of charter contracts. With respect to these contracts, the Company usually opts for bareboat charter, in which the Company only chartered-in vessels without the crew or supplies, and the Company can determine the cost 120

135 structure and control all aspects of vessel operation. However, based on a time charter contract, the Company chartered-in a vessel inclusive of the crew, supplies, spare parts and other operational elements will be directly managed by the vessel owner, such that the Company is responsible only for supplying and paying for the fuel and port services. As at 31 December 2008, the Company has chartered 7 vessels under bareboat contracts and 11 vessels under time charter contracts. Bareboat charter generally has a longer contract duration compared to time-based charters. Today, the Company has bareboat charter period of six to twelve years, as against its time charter contract duration of between 5 to 10 years. Vessel Financing In general, the Company provides financing for acquisition of new and old vessels through bank loans that cover approximately 75% to 85% of the purchase price of the vessel, while the remaining funds are derived from the Company s cash reserves. Most of the funding for the Company s vessels is in the form of loan facilities in United States Dollar. Financing for new ships is generally loans amortized over a period of ten years and payment on most of the nominal amount of the loans is made on maturity. Funding for purchases of second-hand vessels is set according to the conditions of each vessel. The interest on the loans is usually based on LIBOR plus 0.85% up to 2%. The Company also obtains financing in Rupiah for acquisitions of ships with the Indonesian flag. These loans generally carry higher interest rates with shorter maturities compared to loans in US Dollar. Loans for financing ship acquisitions generally require collaterals, among others, transfer of title to the said vessel, as well as assignment of revenue, and insurance for the vessel for the benefit of the financier. Unless specified otherwise,all vessels indicated in this prospectus as being under financing are mortgaged in favour of the relevant lenders providing the financing. For newly constructed ships, the payment terms vary depending on the contracts that are negotiated and may require an advance payment of different amounts subject to the vessel type, shipyard availability and financing undertaken. However, in general, periodic payment is made following each major stage of vessel construction completed, including execution of vessel construction contract, keel laying, vessel launching and delivery of the vessel. Further information can be derived from Chapter III on Description of Material Indebtedness. Vessel Disposal The Company disposes its vessels in accordance to market conditions and vessel utilization related to its operations. In general, the Company scraps chemical tankers and oil tankers as they have reached their economic life of 25 years. However, the Company has also maintained one oil tanker that has been used for more than 25 years and converted it into an offshore storage, loading and discharging facilities for offshore FPSO activities. The Company may also opt to sell a vessel which has been in use for only a short time and has not reached its 25 year lifespan, if the Company receives an attractive offer from a financial point of view and provided that the Company s capacity and strategic planning makes it feasible for the Company to proceed with the sale. In 2008, the Company has sold 5 vessels, whereas in 2007 there were 3 vessels sold. 121

136 Fleet Operational Coverage The Company divides its operational fleet into three geographical areas for chemical tankers and one area for each of oil tankers and gas tankers. Area 1 for the Company s chemical tanker segment covers the trade within Southeast Asia, between ports in Indonesia, Thailand, Malaysia and Singapore. Area 2 covers trade from Southeast Asia to North Asia and within North Asia, including backhaul from North Asia, with main destinations in ports located in China, Korea, Taiwan and Japan. Area 3 covers trade from Southeast Asia west bound to India, the Middle East and Europe as well as trade within and from these regions. The main ports of destination for Area 3 are located in India, Iran, Saudi Arabia, Kuwait, Qatar, Egypt, Italy, Spain, the Netherlands and England. The Company utilizes its vessels in all areas depending on the market conditions and customers needs. The Company strives to anticipate areas where demand is highest for the Company s vessels and simultaneously maintain an extensive diversification in its vessel assignment throughout a wide geographical coverage. In 2008, the Company has completed 4,401 port calls, distributed in various geographical areas. The following table indicates the loading and discharging port calls of the Company s vessels by operational area in the years 2008, 2007, 2006 and 2005, not including vessels leased by the Company, since the lessors control the vessel voyages. Loading and Discharging Port Calls Average Operational Area Area 1 (chemical) ,131 1, ,158 Area 2 (chemical)... 2,024 2,051 2, ,378 Area 3 (chemical) Oil Gas Total 3,336 3,972 4,402 5,896 4,401 Chemical Based on existing cargo volume, the main activities of the Company s chemical tankers are found in Area 2, though the Company sees significant growth in Area 3, particularly after the Company acquired Chembulk Tankers LLC. The main trading routes for the Company s chemical tankers are from Singapore to China, and on the return voyage the frequently-travelled route is from Korea or northern China (Area 2) and from Arabian Gulf to Southeast Asia (Area 3). Following the acquisition of Chembulk Tankers LLC, the Company s geographical shipping area expanded to include Americas. The Company s chemical tankers tranship all types of liquid chemicals and vegetable oils. The Company particularly serves leading oil and chemical companies, including regional traders. Most of the Company s chemical tankers have complied with IMO Type II certification, with stainless steel tanks and technical specifications which provide flexibility for the Company, particularly for measurement of chemical cargo transhipped by the Company for each area. In general, the Company transports cargo with volume ranging from 500 to 5,000 MT in Area 1, from 2,000 to 10,000 MT in Area 2 and 5,000 to 13,500 MT in Area 3. Oil The Company tranships oil for its customers throughout Asia, the Middle East and Europe. The Company has not classified its oil fleet activities into several geographical areas since most of the Company s oil tankers are operated in all service areas, considering that its oil tanker fleet is considerably smaller than its chemical tanker fleet, and that some of its oil tankers are leased based on time charters to PT Pertamina (Persero) ("Pertamina"), the state-owned oil company in Indonesia. Today, Pertamina controls the distribution of oil produced in Indonesia and oil derivative products within the jurisdiction of Indonesian. The Company s charter contracts with Pertamina are long-term in nature, although the Company also leases tankers based on spot contracts. The Company transports various types of cargo using large-sized tankers, particularly for crude oil and processed petrochemical products. The Company s main trade route for oil extends from the Middle East to India and Southeast Asia. 122

137 The Company believes that it is an important shipping services provider for Pertamina. In March 2005, the President of the Republic of Indonesia issued a Presidential Decree, among others, to accelerate the development of the shipping industry in Indonesia. Therefore, it is expected that shipping services in Indonesia will only be carried out by domestic ship owners using Indonesia-flagged vessels, if possible and that all imports, for which the cargo or shipping costs are covered by the government of Indonesia, either central or regional government, must be undertaken by Indonesian shipping companies. Such condition will also increase long term contracts between cargo owners and vessel owners in Indonesia, thus providing financial incentive for exporters using Indonesian vessels as well as a payment package that is beneficial to support developments in the national shipping industry. In addition, there is a plan to reduce the number of ports in Indonesia that are open to foreign vessels. Such changes are expected to be realized within the next two years. if this regulation is implemented in its current form, the Company believes that the domestic market available to Indonesian shipping companies will significantly grow, hence creating opportunities for the Company to expand its operations in the domestic market, particularly related to Pertamina s businesses. Gas At present, the Company does not classify the gas fleet activities into separate geographical areas because the tankers are relatively smaller in size, and the number of gas tankers is limited. The Company s gas tankers transport products for its customers throughout Asia and the Middle East. The primary trade routes of the Company s gas tankers are transports of LPG/petrochemical gases from Southeast Asia to China. In line with the gas fleet expansion, the Company may opt to divide its activities into several operational areas by geography in the future. Customers The Company has established strong, long standing relationships with some of its customers, including major international oil and chemical companies such as Pertamina, Celanese Corporation, ExxonMobil Corporation, Shell, BASF, SABIC and Dow Chemical. The Company has an established long-term business relationship with Pertamina, the state-owned oil and gas company in Indonesia, which currently controls the distribution of the Indonesian-produced oils and refinery products within Indonesian waters. All of the Company s long-term contracts are with Pertamina, which contributes about 6% of the Company s operating revenues in the year ended 31 December Based on the outlook for the development of the global shipping markets, the Company believes that in the event that Pertamina were to cancel its existing contracts with the Company, the Company would be able to re-deploy the vessels that are currently under Pertamina with other customers within a reasonable period of time. As a result, the Company does not believe that its business activities or profitability is materially dependent on any relationship with any specific customer. The Company finds customers and receives orders for shipping services through shipping brokers as well as through direct contacts to companies through the Company s marketing and sales force. The Company believes that customers choose its services over those of its competitors due to a combination of the Company s reputation in safety and reliability in the industry, competitive prices and vessel availability. As part of its marketing and sales team, the Company has a number of customer service representatives specifically dedicated to focus on one or a few major clients, in order to satisfy the needs of these significant clients. Through constant communication with its customers, the Company is able to anticipate or acknowledge particular areas where the customers would require shipping capacity in the future, hence can immediately mobilize its fleets according to such requirements. In its quest to satisfactorily respond to customer demands in a particular area and for a specific trip, the Company is sometimes required to charter a vessel from other reputable shipping companies over a short-term period. Its ability to provide such services and flexibility has supported the Company s business to maintain long-term relationships with the customers and simultaneously to build on its reputation to win new shipping contracts. As an example, the Company has provided shipping services for Pertamina since 1981, for ExxonMobil since mid-1980s and SABIC since early 1990s. 123

138 The Company s three largest customers for shipment of chemical substances in 2008 are Sabic, Shell and Mitsubishi Corporation. The three largest customers for shipment of oil in 2008 are Pertamina, Total Petrochemical and Vitol ASA. The four largest customers for shipment of gas in 2008 are Pertamina, Vitol ASA, Petronas and IPCC. The Company s customers are adequately diversified such that there are no customers dominating the Company s share of revenue. Pertamina is the largest contributor to the Company s revenue with approximately 6% of the Company s total revenues. The following table describes the Company s five largest customers based on percentage of revenue for each of the companies during the past three years. None of these customers are affiliated to the Directors, Commissioners, Executive Officers or controlling shareholders. Client Name (in %) Grup Pertamina ExxonMobil Corporation Shell Indian Oil Corporation Ltd Celanese Corporation Petronas Iran Petrochemical Commercial Company SABIC Current Charters of Vessels The following table provides information on time charter of the Company s vessels: Client Name Contract Type Estimated Contract Value Period Pertamina Time Charter MT. Bramani, for distribution of USD14.7 domestic crude oil million September September 2008 Pertamina Time Charter MT. Pergiwo, for distribution of USD15.9 domestic crude oil million January January 2010 Pertamina Time Charter MT. Pradapa, for distribution of USD93.2 domestic crude oil million May May 2008 JOB Pertamina dan PetroCina Time Charter FPSO Brotojoyo for FPSO in Salawati oil field USD65.7 million August August 2011 Pertamina Time Charter MT. Ontari, for distribution of USD71.5 domestic oil products million April April 2008 Pertamina Time Charter MT. Gandini, for distribution of domestic oil products USD47 million December December 2010 Pertamina Time Charter MT. Gandari, for distribution of domestic oil products USD47 million January January 2011 Pertamina Time Charter MT. Dewi Sri, for distribution of domestic oil products USD17 million April April 2011 Pertamina Time Charter MT. Dewayani, for distribution of domestic oil products USD17 million February February 2011 Pertamina Time Charter MT. Gas Kalimantan, for USD6.7 distribution of domestic LPG million May 2007-May 2008 Pertamina Time Charter MT. Gas Indonesia, for USD5.0 distribution of domestic LPG million December December 2008 Total Petrochemical Time Charter MT Erowati, for distribution of USD8.7 chemical in the Middle East and South Asia million October October 2008 Vitol ASA Time Charter MT Gas Maluku, for distribution USD2.8 of LPG in Asia million May May 2007 Pertamina Time Charter MT Anjani, for distribution of USD10.4 domestic oil products million June June 2008 Vitol ASA Time Charter MT Gas Sulawesi, for distribution USD2.8 of LPG in Asia million January January 2008 Shell Time Charter MT Gas Papua, for distribution of USD2.7 LPG in Asia million February2007 -February

139 Petronas Trading Company Sdn Bhd Source: The Company Time Charter MT Gas Bali, for distribution of LPG in North Korea, Australia, New Zealand, USA USD3.3 million July 2007 July 2008 These time-based contracts are generally valid over a specific period of time and at previously agreed prices. Usually, such contracts could not be terminated by any one party unless there are specific occurrences of events which have been previously established, including default on contractual obligations, extension of vessel maintenance (which could result in default), violence (including event of war) and sale of related vessel. Sales and Marketing Sales and marketing activities for the Company s services are supported by a global and extensive network of offices that enables the Company to market and sell its services to customers directly in a market in which the customers actively conduct trades. The Company undertakes all marketing activities internally given its conviction as to the importance of maintaining control over marketing activities. The Company s main marketing and operations team consists of 96 employees that are stationed at the Company s offices in Jakarta, Singapore, Hong Kong, Bangkok, Taiwan, Shanghai, Beijing, Dubai, Mumbai and Glasgow. The offices in Jakarta and Hong Kong serve all operational aspects, starting with marketing and vessel management to bidding and contract signing process, allocation of vessel resources, vessel acquisition and other general managerial issues. The Company s other offices are mainly for managing vessels and marketing. To support fleet operations on the west side of the globe, the Company opened marketing offices in Glasgow in 2004, in Dubai in 2005 and in Mumbai in 2007, then the marketing office in Shanghai was established to support the Company s operation in North Asia. In December 2007, the Company completed the acquisition of Chembulk Tankers LLC to expand its marketing area into North America, South America and Europe. The Company competes as a services provider within the industry. COAs are usually tendered on the open market, and the Company participates in the bid for the COA, covering geographical areas which are or nearby to the areas where the Company operates its vessels under a normal bidding process. Spot contract is normally tendered on the open market, and the Company s sales and marketing team maintains relationship with lessees and agents to market shipping space over a certain period of time. The Company s marketing department consistently updates its data on the availability of space on board its vessels and the locations of the Company s vessels. Freight rates for spot contracts follow specific patterns, and to determine these rates, the Company s marketing staffs will make rate calculations for each voyage based on prevailing market rates. The following table highlights the Company s revenues during the past 5 years: Operating Revenue 31 December (Rpmillion) (%) (Rpmillion) (%) (Rpmillion) (%) (Rpmillion) (%) (Rpmillion) (%) Vessel owned 860,773 63,69 2,052, ,410, ,834, ,079, Vessel chartered 481, , , , ,914, Vessel agent 7, , , , , services Storage services 2, , , , , Total 1,351, ,617, ,073, ,641, ,005, Source: The Company 3. COMPETITION The Company mainly serves the liquid cargo segment in the shipping industry, and the Company s tankers are operated to serve domestic as well as international trade routes. Competition within the industry is 125

140 relatively intense, and normally subject to availability of vessel within a specific area or for a specific route at a specific price, reliability and reputation in the industry. In the domain of domestic trade which involves intra-indonesia shipping, the number of competitors is relatively less than in the international trading arena. For shipment on Indonesian waters, the Company s main competitors are PT Samudera Indonesia Tbk dan PT Humpuss Intermoda Transportasi Tbk. The Company s directors believe that total tonnage of cargo carried by vessels is less than 50% of the trading volume in Indonesia (all commodities); therefore, the Company believes that there is a substantial room for expansion in the domestic trading market. Additional information is provided under Fleet Operation Area Oil The Company faces numerous competitors from various countries in the international trade. The Company s main competitors from the foreign shipping company group are mainly from Greece and other areas in Europe. In the international oil tanker market segment, the Company s main competitors are presently Ocean Tankers, Top Tankers, Tanker Pacific, China Shipping, American Eagle Tankers and Centrofin. In the international chemical tanker segment today, the Company s major competitors are Iino Kaiun Kaisha, Odfjell ASA, Stolt Nielsen Group, Jo Tanker A/S, Koyo Kaiun Co Ltd, Tokyo Marine Co Ltd and Woolim Shipping. In the gas carrier market, the Company currently competes with Unigas Khosan, Petredec and Stealth Gas. 4. SUPPLIERS The Company s main supplier is the distributor of fuel in this industry. The price of fuel is generally affected by global prices. There is no single supplier which provides more than 5% of the Company s total purchases for products as well as services. Hence, the Company s business and profitability are not materially dependent on a contract with any single one of these suppliers. The Company also uses a number of suppliers to provide services on machines, insurance and engine cleaning. 5. SAFETY, QUALITY AND MAINTENANCE Safety, life conservation and environment protection are the Company s core values. To uphold these values, the Company maintains an exemplary safety record for its fleets. Each operating commercial vessel must be classified by classification associations. The Company s fleets are classified by Lloyds Register, Bureau Veritas, Det Norske Veritas, Nippon Kaiji Kyokai and Biro Klasifikasi Indonesia. IMO adopts an International Safety Management Code/ISM Code in 1993 which became mandatory requirements in This code set up the targets for safety management and stipulates the implementation of Safety Management System/SMS by ship owners or whoever, including bareboat charter lessee or managers, with the capability to operate vessels. The Company had obtained ISM Code certification from Nippon Kaiji Kyokai and Biro Klasifikasi Indonesia in Classification association grants a certification that a vessel is categorized into a certain class, demonstrating that the said vessel is built and maintained in accordance with the requirements set by the classification association and relevant regulations in the country where the vessel is registered, as well as international conventions to which such country is a member. Also, in the case that a survey is required by an international convention and relevant laws as well as stipulations of the vessel s flag country, the classification association will complete such requirement as requested or ordered, acting for the relevant authorities. A vessel must undergo an annual survey which is scheduled, interim survey, drydocking and special survey. A classification association may also conduct surveys and inspections based on requests as provided by regulations and requirements in accordance with the vessel s flag country. These surveys depend on specific agreements for each case and/or regulation of related country. In order to maintain its class, periodical and extraordinary surveys have to be conducted on the vessel s hull, engine, including electrical plant and special electrical equipments in accordance with the requirements for the said class, as detailed below: 126

141 Annual Survey: For operating vessels, an annual survey is completed on the hull and engine, including the power plant, safety equipments and electrical communication, as well as, if possible, each special equipments as required by the class. These surveys are conducted in interval of 12 months, plus or minus three months, from the date of validity of the classification as stated on the certificate. Interim Survey: Additional survey to the annual survey is known as interim survey. It is usually conducted in the relation to the second or third survey subsequent to each special survey. Drydocking Survey: The Company conducts a drydock of its vessels twice within a five-year survey cycle, with a maximum of 36 months between inspections, for underwater survey and related follow-up repairs. An underwater survey can be undertaken as a substitute to drydocking for an interim survey for vessels aged less than 15 years, although the said vessel must be subject to drydocking in relation to the special survey. Special Survey: Special survey is also known as renewal classification survey. It is completed on the vessel s hull, engine, including the power plant, safety equipments and electrical communication, as well as special equipments as required by the class, for each five-year period of vessel certification. In the special survey, the vessel is completely examined, including ultrasonic measurement to determine the thickness of its steel structure. If the thickness is less than the class requirement, then the classification association will request steel renewals. The classification association may provide a grace period for the completion of a special survey. Substantial amounts of funds may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. At an owner s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal. In the event of damage found by the classification surveyor during a survey, an immediate repair may become mandatory. However, if the class surveyor considers that the vessel is safe for continued operation without having the immediate repair, then the surveyor will issue a class condition that requires the damage to be repaired within a certain period of time as provided by the surveyor. Each class condition must already be repaired at the time of the special survey or sooner if requested by the classification association. On 31 December 2008, 10 vessels within the Company s fleet are scheduled to undergo special survey and 14 more are scheduled to undergo drydocking in For 2009, 20 of the Company s vessels are scheduled to pass the drydockings and special surveys. All areas, which are required to be surveyed as defined by a classification association, must be surveyed at least once within a class period, unless a shorter interval for the survey is specified. The time period between two sequential surveys in each area cannot exceed more than five years. Insurance underwriters generally require, as a prerequisite for insurance coverage, that a vessel is certified in a class by a classification association, which is a member of the International Association of Classification Societies. The Company can also utilize a third party contractor to provide periodic drydock maintenance and continuously strives to maintain its vessels in prime operational condition in order to meet the stringent international operational standards required by international oil companies and other major customers; as well as to extend the economic life of its vessels. The Company s vessels are drydocked in well-known shipyards in areas where the vessels operate. The majority of shipyards used are located in Singapore or China, with other reputable shipyards in South Korea, Dubai, Bahrain, Vietnam and Batam, Indonesia. Other repair and maintenance are planned and undertaken at reliable ports with experienced repair technicians and/or agents previously assigned to build equipments. A number of reputable shipyards used by the Company are: Singapore: Cina: Korea Selatan: Dubai: Bahrain: Keppel Shipyard, Sembawang Shipyard and ST Marine Shipyard. Shanghai Shipyard, Dalian Shipyard, Wencong Shipyard, Cosco Guangzhou Shipyard, Cosco Shanghai Shipyard and Huangpu Shipyard. Hyundai Mipo Shipyard AHI Shipyard ASRY Shipyard 127

142 Vietnam: Batam: Hyundai-Vinashin Shipyard ASL (Batam) Shipyard and Labroy (Batam) Shipyard. Source: The Company The Company maintains good relationship with various shipyards in the Asian region and continuously nurtures relationship with shipyards in Europe to facilitate maintenance requirements in its operational areas in Europe. Crew members are responsible for routine maintenance on board of vessels and if required, additional crews may be assigned to carry out specific maintenance and task improvement in a voyage. The Company believes that its dry-docking schedule and continuous efforts to repair and maintain its vessels will sustain efficiency and safety of the Company s fleet operation. 6. INSURANCE The terms and conditions for insurance of vessel operations are different in nature compared to those applied in other industries, since vessels operate on waters in all parts of the world, hence making calls in various ports of numerous countries at different times. The complexity of the shipping conditions at sea and intra-islands must be covered by marine insurance provisions. In general, marine insurance coverage encompasses risk of a single voyage or insurance over a specific period of time. Cargo for each shipment is always insured by the lessee. A vessel is usually insured for a certain period of time, generally on a yearly basis. Cargo policy may be based on a single cargo or may also cover the entire cargo transported by the insured party. Insurance policy on hull or vessel may cover one single vessel or the whole fleet. Hull and Machinery. Insurance policy on hull and machinery for the Company s Group s vessels covers damages to ships, machines and equipment. In addition, the policy covers general salvage, litigation, labor and collision liability. Coverage for the Company s vessels based on the hull and machinery insurance policy is adjusted to the value of the vessel, as agreed between the Company and Insurance Underwriters. The Company s insurance policy on hull and machinery covers losses up to USD1,143,359,000 and GBP71,959,074. Risk of War. Insurance policy for Risk of War encompasses damage to vessels from war and other risks not covered under insurance for hull and machinery. Insurance coverage for Risk of War also includes loss from labor strikes, labor rioting, terrorism and civil unrest. The Company s policy on Risk of War covers losses up to USD1,143,325,000 and GBP69,487, ENVIRONMENT AND POLLUTION All Company s vessel operation have fulfilled all related international and national prevention protocols. The Company also abides to all mandatory provisions on the environment required for each vessel transporting liquid cargo, such as enforced by various authorities charged to regulate the shipping industry. All of the Company s vessels maintain a manual on pollution prevention on board the ships. Further information is presented in the section Safety, Quality and Maintenance and in Chapter IX on Shipping Industry under Regulation. 8. PROPERTIES On 31 December 2008, the Company has the following properties: Location Owned By Gross Area Property Use Status of Land JI. Yos Sudarso no 159, Village Buluh Kasap, Sub District Dumai Timur, City Dumai, Province Riau, Indonesia China Insurance Group Building, 20(th) Floor, 141 Des Voeux Rd., Central, Hong Kong PT Berlian LajuTanker Tbk 448 m2 Office Building HGB Gold Bridge Shipping Ltd. 900 sq. ft. Office Building Owned 2(nd) Operation Zone, Beihai Shenshui Port, Beihai New Resources 265 m2 Office Owned 128

143 Guangxi, Cina Kampung Lubuk Gaung, Sub District Sungai Sembilan, City Dumai, Province Riau, Indonesia Source: The Company Logistics Corporation PT Berlian Laju Tanker Tbk 270,000 m2 Land HGB In the normal course of business, the Company undertakes leases for operations of numerous subsidiary companies. The following table presents the Company s leased properties as at 31 December 2008: Location Lessee Period Gross Area JI. Abdul Muis No.40, Tanah Abang, Jakarta (5(th) Floor) PT Berlian Laju Tanker Tbk 21 January January m2 Property Use Annual Lease Lessor Office USD115,476 PT Dwibina Prima JI. Abdul Muis No.40, Tanah Abang, Jakarta (10(th) Floor) Unit 1001 PT Laju Tbk Berlian Tanker 1 April March m2 Office USD106,968 PT Dwibina Prima Jl Abdul Muis No.40 Tanah Abang, Jakarta (10th Floor) Unit 1004 PT Berlian Laju Tanker Tbk 1 April March m2 Office USD17,782 PT Dwibina Prima JI. Abdul Muis No.40, Tanah Abang, Jakarta (11(th) Floor) Unit 1103 PT Laju Tbk Berlian Tanker 1 April March m2 Office USD53,590 PT Dwibina Prima Jl Abdul Muis No.40 Tanah Abang, Jakarta (11th Floor) Unit 1107 PT Berlian Laju Tanker Tbk 11 September September m2 Office USD9.360 PT Dwibina Prima JI. Abdul Muis No.40, Tanah Abang, Jakarta (12(th) Floor) 120 Lower Delta Road #08-02, Cendex Centre, Singapore, PT Berlian Laju Tanker Tbk GBLT Ship Management Pte Ltd 1 February January March February m2 Office USD72,000 PT Dwibina Prima 9,000 m2. Office SD264,000 Sable Resources Pte Ltd Cina Insurance Group Building, 20(th) Floor, 141 Des Voeux Road, Central, Hong Kong Gold Bridge Shipping Ltd 1 January December m2 Office HKD732,000 Masbourne Limited 11 Wilton Road, Westport, CT Chembulk Tankers LLC 1 April July m2 Office USD146,948 Energy Center Investments, Houston TX Nobelstraat 19b, 3231 BA, Brielle, Belanda Source: The Company Chembulk Management BV 1 January December m2 Office Euro7,824 Mr. L.D. van Dijk 9. RESEARCH AND DEVELOPMENT The Company does not undertake significant research and development. 10. INTELLECTUAL PROPERTY RIGHTS The Company does not have any patent, license or trademark on which the Company is materially dependent. The Company has registered its logo as a trademark with the Directorate General of Intellectual Property Rights at the Ministry of Law and Human Rights. The Company has also registered the logo of its 129

144 subsidiary company, Gold Bridge Shipping Limited, as a trademark with the Hong Kong Trademarks Registry. 11. BUSINESS PROSPECT Macro Economy In general, the course of the Indonesian economy throughout they year 2009 is marked with consolidation efforts due to occurence of the global financial crisis. In the macro economic sense, the interest rate of Bank of Indonesia underwent a decrease from 9.5% in the year 2008 to 7% in June From the Rupiah Exchange rate angle, it is currently at a relatively stable level of Rp 10,630 per USD. The inflation rate as of May 2009 is 6.04%, this is an improvement from the inflation rate of the previous year, which was 12.14% on September 2008 (source: the Bank of Indonesia website). Looking at the above data, the condition of the Indonesian macro economic is relatively stable and is fast improving. The condition has also resulted in the returning of foreign investment to Indonesia, especially in the first semester of Chemical Tanker Fleet The year 2008 was a favorable year for the chemical shipping industry. Although other sectors in the shipping industry generally experienced a drastic decline for the same year, the chemical shipping industry still maintained its growth as indicated by higher delivery volume by 3.46% in 2008 compared to One of the reasons that the chemical shipping industry has been able to withstand the challenges was the rich variety of the portfolio of chemical products. In fact, imports of non-organic chemical substances by the United States jumped 147% in 2008 compared to Demand for chemical tankers in the future is estimated to continue on an upward course with average growth rate of 2.6% per year. The regions experiencing the most significant growth in chemical shipment activities include the Middle East, Southeast Asia and East Asia in line with demand which is estimated to continue increasing from China and Japan. In addition, with the move to acquire Chembulk Tanker LLC, the Company has the immediate access to capitalize on market opportunities in the America. Implementation of new IMO II regulation will create additional cargo demand of 30 million tons for chemical tankers, which is equivalent to 20% of the normal cargo volume carried by the entire chemical fleet per year, based on the projections of Inge Steensland (chemical tanker cargo broker). 25 out of 30 million tons of the new cargo would need to be carried by IMO II class chemical tankers. Today, all of the Company s chemical tankers have been consistent with IMO II regulations, thus capable of transporting a variety of chemicals which need to be specially handled by IMO II class vessels. Demand for Chemical Tanker 130

145 Source: Drewry 2 The above growth in chemical tankers has incorporated the global crisis occurring at the moment. The average growth in demand for chemical tankers from 2001 to 2008 was 3.4%. According to Drewry shipping consultant, demand will continue to increase until 2012 when total demand is projected to reach 194 million tonnes or growing 15.8% compared to At the same time, chemical tanker inventories will be relatively limited. In the future, the order book shows about 18.4 million DWT of new chemical tankers while about 8 million DWT of chemical tankers above the age of 25 years must be disposed. This means that the net growth of fleet over the next 3 years will range between 5-16% per year. Also as at December 2008, approximately 26.1% of the total chemical tanker fleet is made up of Clean Petroleum Products tankers, which are not within the class of IMO II tankers and consequently could not be utilized to transport several types of chemicals. All chemical tankers ordered by the Company are sophisticated and equipped with steel tanks consistent with IMO II specifications. Therefore, we expect that chemical tanker tariffs will consistently increase until 2009 when pressures in the market will gradually decline. Time Charter Tariff of Chemical Tanker 30,000 25,000 20,000 15,000 10,000 5, E 2010E 2011E 2012E IMO II SUS IMO II SUS IMO II Coated IMO II Coated Source: Drewry 4 Oil Tankers Fleet World s consumption of oil during has increased by an annual average growth rate of 3.56% and is projected to grow by approximately 3.28% per annum for the period In line with such condition, demand for oil tanker services will correspondingly rise by % per annum considering that half of the world s oil consumption is transported by fleets of sea vessels. This has not factored in expansion in tonnes-miles due to the fact that oil-consuming nations have tapped their nearest oil sources and thus must import additional supply from sources in faraway locations. Asia, particularly China and India, are the main drivers for additional demand for oil, with imports mostly coming in from the Middle East. The largest 2 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 3 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information. 4 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 131

146 cargo shipment in Asia is transported by tankers within the classes of Handysize and Aframax. The Company s fleet is accurately positioned and sufficient to compete in this market segment. Demand for Oil Tanker based on Product (in tonnes miles) Source: Drewry 5 Disposal of the world s non-double hull tankers (30% of the world oil tanker fleet) will commence in However, this will be balanced by the inventory of new oil tankers, generating annual fleet growth of approximately 6.8% in 2008 which is predicted to decline to 4.2% per year in Approaching the target timeline for disposal of single hull tankers in 2010, it is estimated that oil tanker tariffs will gradually slip until 2009 and will recover starting in mid-2009 to 2010 as the fleet disposal will address excess tonnage of shipping capacity. Oil Tanker Tariff (US$/day) Source: Drewry 6 5 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information. 6 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 132

147 The market dynamics for each sub segment of oil tankers are different. In general, the Company operates within the small oil tanker class represented by Handy, Suezmax and Aframax, with relatively more stable tariffs and vessel disposal rate estimated to be higher than those in other segments. Gas Tanker Fleet During the period , world s LPG trade has grown by an average rate of 3.35% per annum, with total volume traded in 2008 reaching 83.3 million tons. Drewry estimates that demand will continue to expand to reach million tons in 2012 with average annual growth rate between 2008 up to 2012 of 4.99%. 7 The LPG tanker segment offers transhipment services to address the volume imbalances occuring in the world s LPG production and consumer areas. The Middle East, West Africa and North Africa are regions with excess production of LPG, whereas Asia is experiencing deficiency in production. Such condition resulted in a large flow of movement from the Middle East to Asia. The demand for LPG carrier is mostly driven by the demand for LPG, ammonia and petrochemical gas in countries with insufficient domestic supply to match its consumption requirement. Shipment of petrochemical gas is particularly required by consumers and industries which need products which are produced from petrochemical gas, such as plastic/polymer, synthetic-based products, textile, chemical substances and rubber. The fleet of LPG Carriers as of December 2008 is made up of 1,071 vessels with combined capacity of million CBM. In the past decade, the fleet has grown 26.75% or up by 45.50% in term of cargo capacity. LPG Tanker Tariff (US$/Metric Tonnes) Source: Drewry Application of Good Corporate Governance The Company intends to improve and maintain a high standard in corporate governance, in accordance with the principles and guidelines set out in the new Code of Corporate Governance 2005 and Best Practices Guide issued by the authority of Singapore Exchange Securities Limited (Singapore Stock Exchange) where such principles are also in accordance with the Good Corporate Governance (Tata Kelola Perusahaan yang Baik) of 2001 in Indonesia. 7 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 8 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 133

148 The application of corporate governance principles in the Company in 2008 may be described in the following 14 (fourteen) important principles: Principle No. 1: Provision concerning the Board of Commissioners and the Board of Directors Every company shall be lead by an effective Board to be able to lead and control the company s operation. Principle No.2: Composition and Balance of the Board of Directors and the Board of Commissioners There has to be a strong and independent element within the Boards that can provide an objective measure on corporate issues independently, specifically, from the Management side. There should be no individual or small group that can dominate the decision making process in such Board. Board of Commissioners In accordance with the provisions in the Articles of Association of the Company, the Board of Commissioners, responsible in supervising the Company s management, shall consist of at least three members, one of which shall be the President Commissioner. A company that is listed in the BEI and SGX- ST, as is the Company, is also required to have an Independent Commissioner (or an independent nonexecutive director as required by SGX-ST) as a member of its Board of Commissioners. The main function of the Board of Commissioners is to advise and supervise the policies made by the Board of Directors. The Board of Commissioners is obliged to carry out its duty in good faith and for the Company s best interest. The meetings of the Board of Commissioners may be held at any time deemed necessary by the President Commissioner or one or more member(s) of the Board of Commissioners, or if requested in writing by the Board of Directors or upon written request of one or more shareholder(s) jointly representing at least 1/10 (one tenth) of the total shares with valid voting rights issued by the Company. A meeting of the Board of Commissioners is deemed to be valid and entitled to draw any meeting resolution that is binding to the Company only if it is attended or represented by more than 50 percent of the members of the Board of Commissioners. The members of the Board of Commissioners are appointed or dismissed by way of a General Meeting of Shareholders. In carrying out the duties they are assigned to, each member of the Board of Commissioners shall receive salary/ honoraria which amount shall be determined by a General Meeting of Shareholders. Board of Directors The Board of Directors is responsible to manage the Company s daily activities. In accordance with the Company s Articles of Association, the Board of Directors shall consist of at least three members, one of which shall be the President Directors. When necessary, one or more member(s) of the Board of Directors may be appointed as Vice President Director(s). The Board of Directors is obliged to carry out its duties in good faith and full responsibility and taking into account the Company s interests. The Board of Directors has the authority to act for the and on behalf of the Company, in relation to all management and administration transactions of the Company. However, based on the Company s Articles of Association and the prevailing laws in Indonesia, there are certain actions that require written approval from and/or counter-signature of the President Commissioner or two members of the Board of Commissioners in the case the President Commissioner is absent or by all members of the Board of Commissioners. The meeting of the Board of Directors may be held at any time deemed necessary by the President Director or one or more member(s) of the Board of Directors, or upon written request of the Board of Commissioners upon written request of one or more shareholder(s) jointly representing at least 1/10 (one tenth) of the total shares with valid voting rights issued by the Company. A meeting of the Board of Directors shall be deemed valid and entitled to apply the resolutions thereof only if more than 50 percent of the members of the Board of Directors are present or represented. All meetings of the Board of Directors shall be chaired by the President Director. If the President Director is absent of which impediment to third parties shall be required, then the Meeting of the Board of Directors shall be chaired by 134

149 one of the members of the Board of Directors especially appointed by such Meeting of the Board of Directors. The resolution of the Board of Directors meeting is generally drawn through deliberation to reach consensus, however if consensus is not reached, then the resolution shall be drawn by way of voting of more than 50% (fifty percent) affirmative votes of the members of the Board of Directors present and/or represented at the meeting. The members of the Board of Directors are appointed or dismissed by way of a General Meeting of Shareholders. Pursuant to the Company s Articles of Association, each member of the Board of Directors shall receive monthly salary and other remunerations, including post-office remuneration which amount shall be determined by a General Meeting of Shareholders. The authority of the General Meeting of Shareholders to determine the amount of salary and remuneration given to each members of the Board of Directors may be delegated to the Board of Commissioners. Principal No. 3: Management Responsibility There has to be a clear apportionment of responsibility among the leaders of the Company the work of the Commissioners and Directors and executives that are responsible for the Company s business in order to guarantee the balance between power and authority, considering that no one individual may act as the center of all power. A separation has to be maintained as to the roles of the President Director and that of the other executive directors in order to guarantee the balance of power and increase accountability and the Director s capacity to make independent decision. There is no interconnection among any of the Directors. Principal No. 4: Directorial Membership The appointment of a new Director has to be done using a process that is relatively formal and transparent. In accordance with the principle of good business governance, all Directors are requested to register himself/herself for candidacy in a reelection after a certain fixed period. Nomination Committee The members of the Company s Nomination Committee are Alan Jonathan Tangkas Darmawan, Hadi Surya, and Jaka Prasetya, and chaired by Alan Jonathan Tangkas Darmawan. The Nomination Committee has the duties of, among other things: Reviewing and assessing for the Board of Directors and Commissioners candidates before proposing their names to the shareholders of the Company to be approved as Directors and Commissioners of the Company; Reviewing and recommending to the shareholders of the Company of the dismissal or re-election of Directors and Commissioners in accordance with the Articles of Association of the Company of each annual general meeting; Reviewing the composition of the Board of Directors and the Board of Commissioners of the Company annually to ensure that the Company has sufficient Independent Commissioners and to ensure an appropriate balance of expertise skills, attributes and ability among Directors and Commissioners of the Company; Each year determining the independency of Independent Commissioners of the Company, in accordance with applicable law and guidelines; and Determining whether the Directors and Commissioners can continue to contribute effectively and demonstrate commitment to their roles. Principal No. 5: Performance of the Board of Commissioners and the Board of Directors 135

150 For effectiveness of performance of the Board, performance of the Board and contribution of each director shall be formally evaluated. Corporate Secretary Mr. Wong Kevin currently is a Corporate Secretary and also a Finance Director of the Company. Summary of Mr. Wong Kevin can be sighted at section on profile of the Board of Directors. Scope of work of corporate secretary of the Company inter alia as follows: To keep up with the development in capital market, specifically in relation to new laws and regulations that are applicable in the field of capital market; To assist public or investors who are in need to the information of the Company s condition; To advise Company s Board of Directors in an effort to comply with the prevailing laws and regulations; To act as an intermediary between the Company, the stock-trading authorities and the public Principle No. 6: Board Meeting and Access to Information In carrying out their responsibility, the Board of the Commissioners and Directors have to obtain information that are prompt, accurate, and complete prior to the Board meeting and on a regular basis. Before the commencement of the Board of Commissioners and Board of Directors s Meeting, the management is charged with the duty of making available complete information in a prompt manner in order to assist the Commissioners and Directors to carry out their responsibilities. The information that shall be made available include the background and explanation pertaining to issues that are going to be addressed by the Commissioners and Directors, copies of documents that need to be handed out, monthly financial statements, risk-management reports, budgets and predictions. Specifically for budgets, all material differences between projections and real results shall be conveyed and adequately explained. Remuneration The Procedures to Develop Remuneration Policies Principle No. 7: There has to be a procedure that is relatively formal and transparent for the determination of remuneration package for each Director. No one director may be involved in the determination of his/her own remuneration. Remuneration Committee The Company s Remuneration Committee is composed of the following members: Alan Jonathan Tangkas Darmawan, Hadi Surya, and Jaka Prasetya. The Chairman of the Remuneration Committee is Alan Jonathan Tangkas Darmawan. In the event that a member of the Remuneration Committee has an interest connected to a specific matter that is being considered by the Committee, he or she has to abstain from giving an analysis, voting, and/or giving his/her approval on that specific matter. The Remuneration Committee is charged with the following tasks: Provide a recommendation to the Board of Commissioners with regard to remuneration policies, the support thereof, and any guidance for the determination a remuneration package for the members of the Board of Directors, Commissioners and other executives; Approving the performance target for the evaluation of performance from the Board of Directors; and Provide recommendations for special remuneration package for each Director, to be presented to the Board of Commissioners for approval. 136

151 Principal No. 8: Level and Bundle of Remuneration The level of remuneration shall be designed precisely to attract, maintain as well as motivate members of the Board of Directors to bring the Company towards success. The Company, however, shall also avoid giving excessive remunerations for that purpose. Specifically for the executive directors, the package of remuneration must be directly related or proportional to their work performance. Principle No. 9: Decision regarding Remuneration Every Company shall be able to present in the company s annual report, transparent remuneration policy, level and composition of remuneration and remuneration implementation procedures in the company s annual report. The Company s Annual General Meeting of Shareholders which was held on 22 April 2009 determined that the amount of salaries and/or other allowances for all members of the Company s Board of Commissioners, after deduction of income tax, shall not exceed Rp8,000, (eight billion Rupiah) per annum. The Company s Annual General Meeting of Shareholders held on 22 April 2008 provided that the amount of salaries and/or other allowances for all members of the Company s Board of Directors, after deduction of income tax, shall not exceed Rp16,500,000,000 (sixteen billion and five hundred million Rupiah) per annum. Principle No. 10: Accountability and Audit Accountability The Board of Commissioners and the Board of Directors are responsible to the Shareholders, whilst the management is responsible to the Board of Commissioners and the Board of Directors. The Board of Commissioner and the Board of Directors in effort to provide shareholders in every three months a fair and reasonable assessment on performance, condition and opportunity of the Company. This responsibility is also to include preparing the interim report and other sensitive report, as well as a report to the regulator (if necessary). Management provides a fair and reasonable report for the management on monthly performance, position and opportunity of the Company. Accountability of Shareholders The Board of Commissioners and the Board of Directors realize it is substance to get an assurance on accuracy and high quality information for shareholders in time for keeping them up date on the latest condition which may have impact to the Company. To ascertain of circulating information in effective manner, Company has a communication relation policy with Shareholders and Investors. This policy is to emphasize a way of the Company to identify and circulate the information in time to all shareholders. This is also show strong commitment of the Company to keep continuing to disclose information as regulated by law and to describe implementing procedures for compliancy assurance. Financial Report The Board of Directors responsible to provide a fair and balance view on performance and financial opportunity of the Company in each of its report to the Shareholders and the relevant authority. Such responsibility must be shown in the un-audited financial report of the Company including in each welcoming speech of the Board of Commissioners, the Board of Directors, discussion and Management Analysis section of Company s Annual Report. Company shall always have effort to convey all announcements on the performance and the statements of Company in time to mass media. 137

152 Principle No. 11: Audit Committee Board must establish an Audit Committee and provide it with guidelines which outline the duties and authorities of that Committee. The current members of the Company s Audit Committee are Mr. Alan Jonathan, Mr. Tangkas Darmawan, Mr. Max Sumakno Budiarto and Mr. Jaka prasetya. The Chairman of the Audit Committee is Mr. Alan Jonathan Tangkas Darmawan who was made chairman since 19 December The Audit Committee is formed by the board of Commissioners to assist the Board of Commissioner in supervising the board of Directors and is accountable to the Board of Commissioners. In accordance to the prevailing regulation in Indonesia, The Company has appointed Mr. Max Sumakno Budiarto who is independent of our Board of Commissioners and Board of Directors, in order to have a mix of relevant skills, experience and other qualities amont the members of the Audit Committee to achieve all of the Audit Committee s objectives. The duties and responsibilities of the Audit Committee are to include: reviewing the audit plans of the external and internal auditors, including the results of the results of the Company s auditors review and evaluation of the Company s system of internal accounting, operational and compliance controls and risk management and ensuring coordination between the internal and external auditors and management at least annually; reviewing the consolidated financial statements and the external auditors report on those financial statements, and discussing any significant adjustments, major risk areas, changes in accounting policies, compliance with the applicable reporting standards, concerns and issues arising from their audits, including any matters which the external auditors may wish to discuss in the absence of management, where necessary, before submission to the Company s Board of Commissioners for approval; reviewing and discussing with the external auditors on any suspected fraud, irregularity or infringement on any relevant laws, rules or regulations, which has or is likely to have a material impact on The Company s operating results and/or financial position and the Company s management s response; reviewing the cooperation given by the management to the Company s auditors; reviewing and approving transactions to be entered into by the Company involving derivative financial instruments; reviewing the appointment and re-appointment of the external auditors and reviewing the independence and objectivity of the external auditors annually; reviewing any interested person transactions based on the prevailing regulations; reviewing and approving the Company s audit fees; undertaking such other reviews and projects as may be requested by the Company s Board of Commissioners and report to the Company s Board of Commissioners its findings from time to time on matters arising and requiring the attention of the Commissioners; reporting to the Board of Commissioners the risks faced by the Company and the implementation of risk management by the Company; conducting examinations and reporting complaints related to the Company to the Board of Commissioners; reviewing the compliance of the Company with all laws and regulations in the field of capital markets and other laws and regulations related to the operations of the Company; and undertake generally such other functions and duties as may be required by the prevailing law, and by such amendments made thereto from time to time. Internal Control Principle No. 12: The board shall guarantee that the Management always has a system of internal control to protect the shareholders investment and the Company s assets. The Company s management realizes that a good system of internal control s one of the most important elements in the framework of Company s 138

153 Administration, and at the same time, it assists the Company in achieving its objectives while at the same time prevent, or detect, the occurrence of any undesirable deviation. Financial Control; Operational Control; and Compliance to the Prevailing Laws and Regulations Control. Principle No. 13: Internal Audit The Company must establish an internal inspection body that is independent and separate from the normal business operation activities. Every level in the Company s organizational structure is responsible in implementing a good internal control system. In order to ensure the effectiveness of that internal control, the Board of Directors receives the assistance of the internal directors. The Role of Internal Auditors The Company s Internal Auditor performs evaluation on the adequacy of compliance level on policies, procedures, the prevailing laws and regulations, as well as the usefulness of information and financial reports. In addition, the internal auditors also provide opinions which relate to internal control and recommendations, to the audited sector, in order to promptly take remedial measures to fix any weaknesses that may be found in the implementation of internal control. Principal No. 14: The Company shall openly and effectively communicate with its Shareholders on a routine basis The Company shall undertake to provide information to the public and to its shareholders promptly and transparently. All information pertaining to the Company s new initiatives will be dispersed for the first time via the SGXNET and IDXNET sites, and followed by one press broadcast, whenever possible. The Company is currently conducting a press conference and analysis in anticipation of the issuance of the quarterly financial report. In addition to the after-said press conference and analysis, the Company has also participated in various road shows. Information that are sensitive to stock movements are generally first published to the public via the SGXNET and IDXNET sites, be it before the Company s meeting with investor groups or analysis or both simultaneously. The result and annual report are first announced or issued within the timeframe that is determined by the Singapore Stock Exchange. In the Company s General Meeting of Shareholders, the shareholders are provided with the opportunities to convey their views and pose questions regarding the group and Company. 13. Corporate Social Responsibility As a Company that is domiciled, grew and has a strong basis in Indonesia, the Company always places at high priority the continuity of activities that contribute socially. The Company believes that it is very important to nurture a mutually beneficial relationship with those around it who hold an interest in the Company. The Company s objective is to create a more prosperous society through social undertakings. The Company realizes the importance of maintaining a good relationship with all the public, especially at the Company s vicinity. One of its ways of showing its concern towards the people and the environment is through a blood drive, which is conducted twice a year, in the month of March and October. In 2008, the drive was conducted twice in accordance to the program that has been set. In order to support this activity, the Company works together with the Indonesian Red Cross and invited more than 100 donors for each of its activity. The donors encompass the Company s employees and external parties that have routinely participated in the drives. The Company also assists the families of its employees who are being afflicted with disasters. By showing concerns to its employees, the Company establishes a bond of loyalty between the Company and its 139

154 employees. In the long haul, this is going to bring benefit to the Company. The employees will see that there is a commitment on the part of the Company to protect their long-term interest. That way, they will put strive to give their best contribution to the Company. The Company also provides direct assistance to the sons and daughters of the BLT employees who show academic talents in certain fields. The assistance takes a number of forms. The Scholarship Program is directed towards encouraging the children of the employees to continue striving for academic excellence while at the same time nurture a healthy competitive spirit among those scholars. The program also provides awards for those who demonstrate an outstanding academic achievement to encourage them to continue maintaining that achievement in the future. As part of its commitment towards the education of maritime in Indonesia, the Company also supports and sponsors the continuation of the educational program and the training of a number of the best youth from this country. Starting from the year 2008, the program provides a scholarship for those youths who hold a student status in three of the best known academic maritime institutions in Indonesia, that is: 1. Academy of Maritime Science (STIP), Jakarta 2. Maritime Science Polytechnic (PIP), Semarang 3. Maritime Science Polytechnic (PIP), Makassar The third year students who are selected will be given the opportunity to undertake an internship in that third year in one of the Company s vessel and, then, in their last year, to attend the Company s Class Program. The Company s Class Program is a higher education program that is specifically designed to create vessel officers with the title of deck officers or marine engineers in the oil, chemical and gas tankers with foreign flags. Within this program, the participants are thought about technical knowledge concerning shipping and maritime, history and the background of the BLT group, knowledge of maritime in English as well as the technical knowledge and up-to-date standard facilities that are needed to bring about world-class sailors. BLT provide classes as well as other facilities that are needed by the participants, including simulations at the vessel deck, engine room, cargo pumps charts, and study rooms with computer. The lessons are given in groups. The BLT Class Program also contributes to the increasing the quality of instructors in educational institutions and in the maritime training by working together with the Glasgow College of Nautical Studies (GCNS). A number of its selected instructors are sent to GCNS, Glasgow to participate in special courses that are designed to enhance their knowledge and skills in the field of maritime. 140

155 IX. SHIPPING INDUSTRY 1. INDUSTRY OVERVIEW This section contains information and data pertaining to the industry for transhipping liquid chemicals, oil and liquid gas, which are presented based on research publications issued by Drewry in December 2008 and other sources, which are readily available to the public. Unless otherwise specified, Drewry is the source for all data presented on the tables and graphics in this section. The shipping industry is a vital link in international trade, with oceangoing vessels representing an efficient, and often the only, means of transporting large volumes of commodities and finished products. Seaborne cargo is normally categorised as either wet or dry cargo. Wet cargo includes oil, refined oil products, liquefied gases and chemicals, while dry cargo includes dry bulk cargo, container cargo, noncontainer cargo and other cargo. The following chart shows the breakdown of the global maritime cargo by type of cargo (i.e., liquid cargo, bulk cargo, container cargo and non-container cargo) from 1990 up to 2006: World Seaborne Trade (in million tonnes) Source: Drewry Total liquids Total bulks Container cargo Non-container cargo Liquid Chemicals Summary Liquid chemicals moved in bulk by chemical tankers can normally be classed under one of four main product groups: organic chemicals; inorganic chemicals; vegetable oils and animal fats; and other products. 1 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 141

156 Organic Chemicals Organic chemicals, or petrochemicals, are characterised as being derived from petroleum products and are carbon based. Six base chemicals provide the building blocks for almost the whole of the organics industry. These six chemicals are split into two groups: (A) Olefins (1) Ethylene (2) Propylene (3) Butadiene (B) Aromatics (4) Benzene (5) Toluene (6) Xylene Aromatics are produced in liquid form and are an important cargo group for chemical tankers. Olefins are in gaseous form and are transported in specialised gas carriers. Olefins require further processing before they are carried in chemical parcel tankers (i.e. in the form of intermediates like ethylene glycol, ethylene dichloride). Around 90 per cent of these base chemicals are derived from oil fractions (products) and natural gas. The remaining 10 per cent are produced from cellulose and coal. Nearly all other organic chemicals are produced from a combination of these six building blocks. Base chemicals derived from oil fractions and natural gas are produced in refineries through a process called cracking. This procedure splits the complex molecules of the oil fraction and natural gas feedstocks into the simpler molecules of the base chemicals. Any petroleum fraction can be used as a feedstock, but certain fractions gasoline, kerosene, fuel oil are in demand in their own right and are not widely used for chemical manufacture. Natural gas, liquid petroleum gas ( LPG ) and naphtha are the most commonly used feedstocks. In addition, there is a wide range of chemicals that can be regarded as intermediates, in that they represent intermediary steps on the way to converting base chemicals into usable chemical products. Inorganic chemicals, as the name suggests, are the opposite of organic chemicals. In other words, they are chemicals of mineral origin, not necessarily having carbon structures. The main inorganics include phosphoric acid, sulphuric acid and caustic soda. Vegetable oils and animal fats include products such as palm oil and tallow. Historically, the average share of this category in the total chemical trades has been between per cent of total trade. Other products include items such as molasses and lubricating oils. Demand for Chemical Tankers Trade in bulk liquid cargoes carried by chemical tankers has grown at a steady pace since the early 1980s, driven largely by growth in organic or petrochemical movements. In the period 2001 to 2008 the average increase in chemical seaborne trade was 3.36%. Organic chemicals remained as the dominating power, with average contribution of 52.26% per annum from total chemical volume for chemical seaborne trade. In general, chemical seaborne trade has increased by 25.93% in 2008 or increased by 34.5 million tonnes to million tonnes compared to Drewry estimates that the upward trend of chemical seaborne trade will continue in the future and that the total chemical cargo by sea will reach 194 million tonnes in In line with this growth, demand for larger tanker capacity will also rise. 142

157 Seaborne Chemical Trade (Million tonnes) E 2010E 2011E 2012E Organic Inorganic Vegetable oils Others - Source: Drewry 2 As with other commodities, geographic imbalances exist between the main areas of production and consumption. The United States and Europe are both major exporters and importers of chemicals, while the Middle East is a major export zone and Asia (including China) a major import zone. In both Europe and Asia there is considerable intra-regional trades which provide continuous employment for small chemical tankers. Major flows of bulk liquid also occur in the Atlantic, both east and west bound. China, South-East Asia and the Middle East, in particular, are also becoming major markets for many chemicals carried in bulk liquid form. Chinese Organic Chemicals Import 000 tonnes Source: Drewry 3 2 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 3 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 143

158 Intra Southeast Asia (including Japan) Chemical Trade 000 tonnes Source: Drewry 4 Middle East Southeast Asia (including Northern Asia) Organic Chemical Trade 000 tonnes Source: Drewry Demand for chemical tankers is not only a function of the volume of trade, but also the geographical pattern of movements. The main routes for chemical shipments are shown below. To meet the pattern of trade, many of the major chemical shipping companies offer liner type services, with ships sailing on predetermined routes and at a stated frequency. 4 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 144

159 Main Liquid Chemical Trade Flows Source: Drewry 5 Chemical Tanker Supply Due to the nuances of the chemical tanker specifications, i.e. cargo capability depends on the certificate of fitness of the vessel which is related to the IMO rating, but supersedes such a rating, it is difficult to segregate the fleet into a few categories. Further complicating the segregation of the fleet is due to the different conventions used in classifying ships, especially for ships which may carry both IMO II as well as IMO III cargoes. As such, we have simplified the differences to derive amore manageable set of five categories for the fleet based on functional capacity rather than actual rating as provided by the classification society and the range of chemicals which can be carried by the tanker. IMO II: A vessel with in excess of 60 per cent. IMO II capacity, including IMO I space, if any. IMO II/III: A vessel with IMO II space of less than 60 per cent of capacity with the balance IMO III. IMO III DH: A vessel with all IMO III space and with a double hull. IMO III Non DH: A vessel with all IMO III space and no double hull. Non IMO: A vessel with no IMO space. A ship which is designated IMO II has the ability to carry liquid cargoes which are listed as category II chemicals by the IMO. In general terms category II chemicals are more difficult to carry than category III products. In this context it should be noted that in January 2007 the IMO introduced changes to its cargo categories which will necessitate greater use of the more sophisticated chemicals tankers, while at the same time preventing some of the lesser grade ships, particularly non IMO vessels, from operating in chemical trades. The above categories represent the fleet by widest possible definition and in doing so include product tankers which may not be necessarily be trading in chemicals and related products. Product tankers are less sophisticated ships which are primarily designed to carry cargoes such as gasoline. Some of the ships in the product tanker fleet also possess the capability to transport what are known as easy chemicals. Hence these ships represent a swing element in supply as they move from chemical to product markets, depending on market conditions. 5 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 145

160 However, the potential impact of such ships may be somewhat limited as most chemicals are moved in small lots which are not economical for larger ships to carry. Also, the types of chemicals which are actually listed in such ships certificate of fitness are usually also limited. For instance, although a pure IMO II chemical tanker appears to be able to carry all cargoes rated IMO II, in practice this depends on the actual coating, the cargo equipment of the ship and last cargo carried as well as the cargo lot such that in many cases, especially with the larger ships of +30,000 DWT, an IMO II chemical tanker may actually be able to carry only a very limited number of chemical types such as methanol or caustic soda. By the same token, a ship rated IMO III may also not be able to carry the full range of IMO III cargoes and is restricted to only a few chemical types. In general terms, the fleet has increased in size to reflect the underlying growth in vessel demand and in March 2007, by the widest possible definition, amounted to 3,186 ships of milliondwt. In 2001 the equivalent fleet was 44.2 million DWT hence in the period 2001 to 2007 the fleet increased in size by 44%. In 2008, there was an increase in the number of vessels in the available fleet to 3,361 or rising 5.5% from the previous year. Chemical Tanker Fleet based on Type of Vessel as per December 2008 Size 1,000-5,000 5,000-10,000 10,000-20,000 20,000-30,000 30, ,000+ Total ('000 DWT) No. Dwt No. Dwt No. Dwt No. Dwt No. Dwt No. Dwt No. Dwt IMO , , , , ,624 1,189 17,233 IMO 2 CPP IMO 2/ IMO 2/3 CPP IMO 3 DH IMO 3 DH CPP IMO 3 Non DH IMO 3 Non DH CPP Non IMO Total Size 1,000 5,000 5,000 10,000 10,000 20,000 20,000 30,000 30,000 + Total ('000 DWT) No. DWT No.l DWT No.l DWT No. DWT No. DWT No. DWT IMO 2 Chemicals 342 1, , , , ,162 1,609 24,431 IMO 2 CPP/Veg oils , , ,458 IMO 2/3 Chemicals , ,813 IMO 2/3 CPP/ Veg oils IMO 3 DH Chemical , ,470 IMO 3 DH CPP/ Veg oils , ,797 IMO 3 Non DH Chemicals ,601 IMO 3 DH Non CPP/ Veg oils ,093 Total IMO Chemicals 578 1, , , , ,332 2,483 39,315 Total IMO CPP / Veg oils , , ,628 Total 659 2, , , , ,162 3,361 65,943 Note: CPP = Clean Petroleum Products Source: Drewry 6 As mentioned above, however, it should be noted that not all of the fleet is trading in chemicals. In December 2008 it was estimated that of 3,361 ships, 878 ships of million DWT was trading in Clean Petroleum Products. It should also be pointed out that some of the ships included in the table above are effectively product tankers and are therefore also included in the oil fleet shown later as well. These ships cannot be isolated to one fleet or the other, as they move from sector to sector depending on market conditions. However, when these less sophisticated ships move from the oil sector to the chemicals sector, they will move only to the 6 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 146

161 easy chemicals space as their capabilities are limited to that in the chemicals sector. Overall, the sophisticated chemical fleet consists principally of ships with either IMO II and IMO II/III cargo classification trading in chemicals. The supply of ships going forward will be influenced by the amount of tonnage that is on order. In 2007, the total orderbook consisted of 1,023 ships of million DWT, equivalent to 39.9% of the existing fleet. However, in 2008 the orders decreased to 924 vessels with a total of capacity of million DWT, representing 33.8% of the total fleet. Nevertheless, approximately 410 vessels with total capacity of million DWT from the order book are product tankers for low grade chemical capacity. These tankers are not expected to compete with the more sophisticated IMO II chemical tankers that are equipped with stainless steel tanks. Chemical Tanker Order Book December 2007 Ukuran Total ('000 DWT) Jml Dwt Jml Dwt Jml Dwt Jml Dwt Jml Dwt Jml Dwt Jml Dwt IMO IMO 2 CPP IMO 2/ IMO 2/3 CPP IMO 3 DH IMO 3 DH CPP IMO 3 Non DH IMO 3 Non DH CP Non IMO Total TOTAL Jumlah 000 DWT Jumlah 000 DWT Jumlah 000 DWT Jumlah 000 DWT Jumlah 000 DWT IMO 2 - CHEM 339 5, , , ,826 IMO 2 - CPP IMO 2/3 - CHEM IMO 2/3 - CPP IMO 3 DH - CHEM 61 1, ,806 IMO 3 DH - CPP 114 3, , , ,630 IMO 3 NON DH - CHEM IMO 3 NON DH - CPP Total , , , ,262 Source: Drewry 7 The other factor that will affect future supply is the level of vessel scrapping associated with ships reaching the end of their useful trading lives, or technical obsolescence brought about by legislative change. Typically, chemical tankers will trade for years before being retired. As ships become older they normally become less efficient, while there is a tendency for repairs and maintenance expenditure to increase with vessel age. Operators with modern fleets will normally tend to experience less down time and possibly lower maintenance expenditure. The age profile of the fleet is presented in the following chart : 7 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 147

162 20 Largest Tanker Owners: December 2008 Rank Companies Name No of Vessels Average DWT Age Country 1 Eitzen Group , Norway 2 Berlian Laju Tanker ,094 8 Indonesia 3 Odfjell ASA 42 1,196, Norway 4 Stolt-Nielsen SA , Norway 5 Clipper Group ,475 4 Bahamas 6 Tokyo Marine Co Ltd , Japan 7 Dorval Kaiun K.K ,677 6 Japan 8 Iino Kaiun Kaisha ,132 6 Japan 9 John T. Essberger , Germany 10 Brostrom AB ,297 5 Sweden 11 Utkilens, Anders , Norway 12 Koyo Kaiun Co. Ltd ,597 6 Japan 13 MISC , Malaysia 14 IMC Shipping Co ,579 7 Singapore 15 Woolim Shipping 15 86,508 5 South Korea 16 Sansho Kaiun Co. Ltd ,177 9 Japan 17 Stenersen A/S ,154 5 Norway 18 Bryggen Shipping ,659 8 Norway 19 Amoretti Armatori , Italy 20 Zodiac Maritime , United Kingdom Total Fleet , Source: CIMB Research Charter Market and Freight Rates Chemical tanker chartering arrangements are based on the established practice of the tanker market, with some variations. Hence cargoes are moved in tonnage working single voyage, or spot charters, time charters (including bareboat charters), consecutive voyages and contracts of affreightment ( COAs ). The general terms typically found in these types of contracts are described below: A bareboat charter involves the use of a vessel usually over longer periods of time ranging over several years. In this case, all voyage related costs, including vessel fuel, or bunker, and port dues as well as all vessel operating expenses, such as day-to-day operations, maintenance, crewing and insurance, transfer to the charterer s account. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible only for the payment of capital costs related to the vessel. A time charter involves the use of the vessel, either for a number of months or years or for a trip between specific delivery and redelivery positions, known as a trip charter. The charterer pays all voyage related costs. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible for the payment of all vessel operating expenses and capital costs of the vessel. A single voyage charter involves the carriage of a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms. Most of these charters are of a single or spot voyage nature, as trading patterns do not encourage round voyage trading. The owner of the vessel receives one payment derived by multiplying the tons of cargo loaded on board by the agreed upon freight rate expressed on a per cargo ton basis. The owner is responsible for the payment of all expenses including voyage, operating and capital costs of the vessel. A contract of affreightment, or COA, relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different ships to perform individual voyages. Essentially, it constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the ship s operating, voyage and capital costs are borne by the ship owner. The freight rate normally is agreed on a per cargo ton basis. Some 50 per cent of all chemicalmovements are covered by contracts of affreightment, while the spot market covers 35 per cent to 40 per cent The remainder is made up by other charter arrangements and cargoes 148

163 moved in tonnage controlled by exporters or importers. In the short sea chemical trades, contracts may cover periods up to one year, but in the deep sea trades a commitment for two/three years is not uncommon with commercial terms renewed each year. In the chemical tanker freight market, the level of reporting of fixture information is far less widespread than for the oil tanker market. Furthermore, it is not always possible to establish a monthly series of rates for an individual cargo, on a given route, as fixing is often sporadic, or more often than not covered by contract business. For these reasons, the assessment of rate trends in the freight market is made by using a small number of routes where there is sufficient fixture volume to produce meaningful measurements. These routes in question represent a benchmark or bell weather indicator of the state of the market as a whole, and generally regarded as a very reliable guide to prevailing trends. The routes in question shown in this analysis are: Transatlantic westbound (Rotterdam to Houston) Transatlantic eastbound (Houston to Rotterdam). Chemical Spot Prices East-bound Transatlantic Route USD/tonnes Cargo Size ,000 tonnes 2,500 tonnes Source: Drewry 8 In the second half of the 1990s spot rates on all the main chemical routes were subject to downward pressure, as vessel supply was generally growing at a faster rate than vessel demand. This situation came to a halt in 2000 and thereafter rates on all main routes have increased owing to favourable market balances strong demand growth and moderate increases in vessel supply. Rates on transatlantic eastbound cargoes have slipped somewhat of late due to a delay in the in products of new chemical plants due to downturn in the global market. Another contributing factor to the lower rates was the increase in capacity provided from new vessels which was not matched with higher cargo demand. Chemical Spot Prices West-bound Transatlantic Route USD/tonnes Cargo Size 8 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 149

164 ,000 tonnes 2,500 tonnes Source: Drewry 9 The chemical tanker time charter market is fairly inactive, particularly in the stainless IMO II/III range, as these vessels are traditionally built by owners for their core fleet requirements. That being said indicative rates do show a relationship to the spot market, and thus showed an upward trend from 2003 as market conditions have improved, only to downturn slightly towards the end of Based on Drewry s analysis, the reduction in the time charter rates will resume until 2011 as an impact of the global crisis. However, IMO stainless steel vessels are predicted to come out of this downslide earlier, picking up by as early as Chemical Tankers Timecharter Rates IMO II Stainless Steel (USD/day) 30,000 25,000 20,000 15,000 10,000 5, E 2010E 2011E 2012E IMO II SUS IMO II SUS 22-24,000 IMO II Coated 22-24,000 IMO II Coated 30-32,000 Source: Drewry 10 Vessel Prices Due to the fact that it is a comparatively small fleet the level of new ordering is such that any assessment of actual newbuilding prices must be viewed as indicative only. Furthermore, differences in the complexity of ships of the same size can lead to significant variations in price. 9 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 10 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 150

165 Caveats aside however, it is clear that newbuilding prices for small chemical tankers have increased significantly in since 2003, due to a combination of shortage in berth space and raw material costs for shipyards, especially the price of steel. Throughout 2008, demand for new vessels has grown in line with rising demand for chemical commodities and bio-diesel. In 1H08, 29 new vessels had been ordered with total capacity of 0.7 million DWT and in 3Q08, there were additional orders for 19 more vessels with total capacity of 0.4 million DWT. New orders for vessel only decreased in 4Q08 on the back of declining shipment volume, higher vessel prices and tighter credit market. Chemical Tanker IMO II Stainless Steel Newbuilding Prices (USD million) Source: Drewry Sales activity in the secondhand market is quite sporadic, so any assessments on values are indicative. That being said, it is clear that a combination of a rising freight market and firmer newbuilding prices have pushed up secondhand values for chemical tankers, as indicated below in the following table: Chemical Tanker IMO II Stainless Steel Secondhand Prices - 10 Year-old Vessel (USD million) Source: Drewry 11 Oil Tankers Shipping Introduction International seaborne transportation of oil, including crude oil and refined petroleum products, derives from the need to move oil from points of production to points of consumption. In 2006 approximately 53% of world oil production was transported by sea, with voyages originating from a number of different production zones as indicated in the map below. 11 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 151

166 Source: Drewry 12 There are primarily two types of tanker operators that provide international sea-borne transportation of crude oil and refined petroleum products: major integrated oil companies with captive fleets (both private and stateowned) and independent shipowners. Both types of operators transport oil under short-term contracts (including single-voyage spot charters) and long-term time charters with oil companies, oil traders, petroleum product producers and government agencies. Oil companies use their fleets not only to transport their own oil, but also to transport oil for third-party charterers in direct competition with independent shipowners and operators in the tanker charter market. In recent years, as regulators and charterers have increasingly focused on safety and protection of the environment, there has been a significant and continuing movement within the tanker industry towards higher quality vessels and vessel operations. Long seen as a commodity market with little degree of differentiation between vessels and owners, the industry began to change during the early 1990s. The Exxon Valdez incident in 1989 started the movement towards tighter industry regulations and an increasing emphasis on environmental protection through legislation and regulations. These included the Oil Pollution Act ( OPA ) protocols established by the IMO and procedures established by classification societies, demanding higherquality tanker construction, maintenance, repair and operations. In addition, oil companies acting as charterers, other shippers and receivers of oil, and terminal operators have become increasingly selective in their acceptance of tankers, periodically inspecting and vetting vessels and their owners and operators. Although such regulatory changes increase the costs and potential liabilities of vessel owners and operators, they also serve as barriers to entry and underscore the strengths of shipowners with quality fleets and operations. Oil companies continue to periodically inspect and vet vessels and monitor independent shipowners and operators for compliance with their quality and safety standards. A more stringent regulatory environment, and an increasing emphasis on quality and environmental protection, will accelerate the 12 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 152

167 obsolescence of older, lower quality tankers and provide a competitive advantage to those companies with a high quality management that operate modern tankers. Tanker Demand Demand for oil tankers is primarily determined by the volume of crude oil and refined petroleum products transported and the distances over which they are transported. Tanker demand is generally expressed in ton-miles and is measured as the product of the volume of oil carried (measured in metric tons) multiplied by the distance over which it is carried (measured in miles). Among the factors that affect demand for tankers is the volume of demand for crude oil and refined petroleum products, as well as the geographical pattern of oil movements. Demand for crude oil and refined petroleum products is in turn affected by a number of factors including general economic conditions (including increases and decreases in industrial production), oil prices, environmental concerns, weather conditions, and competition from alternative energy sources. The following table sets out information regarding annual crude oil demand in each region or country indicated in the table between 2000 and World s Oil Consumption (million barrels per day) * North America Europe Pacific Total OECD Former Soviet Union Europe China Asia (excluding Cina) South America Middle East Africa Total Non-OECD Total World Consumption Source: Drewry 13 from other source Demand for oil has generally experienced sustained growth over the last decade although decelerating in 2007 and Overall, the world s oil demand only increased 0.09% y-o-y in 3Q08. This was brought on by a continued reduction in demand from the OECD countries, particularly in North America. In 3Q08, North America s demand was lower 4.7% as a result of deteriorating economic condition. On the other hand, such reduced demand from the OECD countries was balanced by higher orders coming from non-oecd countries, especially China. China was the prime mover of the oil demand growth in line with its position as host to the Olympics as well as the country s overall automotive sales growth. In general, demand from non- OECD countries rose by 4.4% y-o-y in 3Q08, and such increase pushed up the global demand for oil by 0.09% y-o-y despite the lower demand recorded in non-oecd countries. Seasonal trends also affect world oil consumption and consequently oil tanker demand. While trends in consumption do vary with season, peaks in tanker demand quite often precede seasonal consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories: (i) increased demand prior to Northern Hemisphere winters, as heating oil consumption increases and (ii) increased demand for gasoline prior to the summer driving season in the 13 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 153

168 United States. The following table sets out information regarding annual average daily production of crude oil in each region or country indicated in the table between 2002 and World oil production in 2008 increased by approximately 2.01% to million barrels per day from the 2007 production levels of million barrels per day. OECD s oil production was million barrels per day, lower by 1.76% compared to 2007 whereas OPEC s production was higher by 5.77% to become million barrels per day compared to World s Oil Production (million barrels per day) North America Europe Pacific Total OECD Former Soviet Union Europe China Asia (excluding Cina) South America , Middle East Africa Processing Gains Total Non-OPEC OPEC Crude Natural Gas Liquids Total OPEC Total Supply * Provisional Source: Drewry derived from oil industry sources 14 A comparison of the daily figures for global oil production and demand for the period shows that there was an average production surplus each year of 0.03 million barrels per day. The data also indicates that the balance between world oil production and consumption has been relatively well-maintained. In recent years, Asia has been the main generator of additional demand for oil, with this demand largely supplied from traditional sources such as the Middle East. Production and exports from the Middle East have historically had a significant impact on the demand for tanker capacity, and, consequently, on tanker charter hire rates, due to the relatively long distances between this supply source and typical destination ports. Oil exports from short-haul regions, such as Latin America and the North Sea, are significantly closer to ports used by the primary consumers of such exports, which results in shorter average voyage length as compared to oil exports from the Middle East. Therefore, production in shorthaul regions historically has had less of an impact on the demand for larger vessels while increasing the demand for vessels in the Handy, Panamax and Aframax market segments. The volume of oil moved by sea each year reflects the underlying changes in world oil consumption and production. One of the indicators that can be utilized to assess maritime oil trade volume is the demand for tankers. In 2004, demand for new tankers reached 268 million DWT, whereas at year-end 2007 total demand climbed even higher, up 11.45% to million DWT. Drewry estimates that demand will consistently rise throughout the years and will top million DWT by the year Trend in Tanker Demand (Million DWT) 14 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 154

169 E 2010E 2011E 2012E2013E Source: Drewry 15 Tanker Supply The world oil tanker fleet is generally divided into five major types of vessel classifications, based on vessel carrying capacity. Additionally, the tanker fleet is divided between crude tankers that carry crude oil or residual fuel oil ( dirty products), and product tankers that carry refined petroleum products ( clean products) such as gasoline, jet fuel, kerosene, naphtha and gas oil. Product tankers do not form a distinct vessel classification, but are identified on the basis of various factors, including technical and trading histories. While product tankers can carry dirty products, they generally do not switch between clean and dirty cargoes, as a vessel s tank must be cleaned prior to loading a different cargo type. In order to benefit from economies of scale, tanker charterers transporting crude oil will typically charter the largest possible vessel, taking into consideration port and canal size restrictions and optimal cargo lot sizes. The main tanker vessel types are: VLCCs, with an oil cargo carrying capacity in excess of 200,000 DWT. VLCCs carry the largest percentage of crude oil, typically on long-haul voyages, although port constraints limit their trading routes. VLCCs generally trade on long-haul routes from the Middle East to Asia, Europe and the U.S. Gulf or the Caribbean. Vessels in excess of 320,000 DWTare commonly known as Ultra Large Crude Carriers, or ULCCs. As of July 2006, only 9 vessel met the specification of ULCC,hence their inclusion in the ULCC fleet. Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 DWT. Suezmax tankers are engaged in a range of crude oil trades, most usually from West Africa to the United States, the Gulf of Mexico, the Caribbean or Europe, within the Mediterranean, or within Asia. Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 DWT. Aframax tankers are employed in shorter regional trades, mainly in North West Europe, the Caribbean, the Mediterranean and Asia. Panamax tankers, with an oil carrying capacity of 50,000 to 80,000 DWT. Panamax tankers represent a more specialized trading sphere by generally taking advantage of port restrictions on larger vessels in North and South America and, therefore, generally trade in these markets. Handy tankers, comprising both Handysize tankers and Handymax tankers, with an oil cargo carrying capacity of less than 50,000 DWT but more than 10,000 DWT. Handy tankers trade on a variety of regional trade routes carrying refined petroleum products and crude oil on trade routes not suitable for larger vessels. 15 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 155

170 While larger size vessels, generally Aframax and above, typically carry only crude oil, a number of such tankers have the capability to carry refined petroleum products and some chemicals. As such, some of these vessels will also be included within the chemical fleet. However, Handy tankers carry the majority of refined petroleum products, with more than 90% of vessels in this size range transporting clean products. The supply of tankers is measured in deadweight tons, or DWT. The supply of tanker capacity is determined by the age and size of the existing global fleet, the number of vessels on order, also known as newbuildings, the number of ships removed from the fleet by scrapping and international regulations. Other factors which can affect the short-term supply of tankers include the number of combined carriers (vessels capable of trading wet and dry cargoes) trading in the oil market and the number of tankers in storage, drydocked, awaiting repairs or otherwise not available or out of commission (collectively, lay-up or total inactivity). The following table sets forth the data on the world s oil tanker fleet based on DWT. Source: Drewry 16 Oil Tanker Fleet ( 000 DWT) Types of Vessell Handy Panamax Aframax Suezmax VLCC Total End Period No. 000 Dwt No. 000 Dwt No. 000 Dwt No. 000 Dwt No. 000 Dwt No. 000 Dwt , , , , , , , * , The following table presents the oil tanker order book based on contractual delivery time and DWT. Oil Tanker Order Book as per 3Q08 Ukuran Total % ( 000 dwt) Jml Dwt Jml Dwt Jml Dwt Jml Dwt Jml Dwt Jml Dwt Jml Dwt Armada Oct % % % % % > % Total % Type of Vessel Handy Panamax Aframax Suezmax VLCC Total End Period No. 000 Dwt No. 000 Dwt No. 000 Dwt No. 000 Dwt No. 000 Dwt No. 000 Dwt , , , , , , , , , , , , , , , , , , , , , , ,594 1, , * 172 7, , , , ,449 1, ,880 * as per 3Q08 Source: Drewry The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 156

171 As the tanker fleet ages, a number of vessels are scrapped as they become uneconomical to operate or forbidden to trade because of environmental laws which effectively limit the trading life of single hull tankers. In recent years, most oil tankers that have been scrapped were between 25 and 30 years of age. Vessel owners often conclude that it is more economical to scrap a vessel that has exhausted its useful life than to upgrade the vessel to maintain it in-class. A vessel is deemed to be in-class if the surveyors of a classification society determine that the vessel conforms to the standards and rules of that classification society. Customers, insurance companies and other industry participants use the survey and classification regime to obtain reasonable assurance of a vessel s seaworthiness, and vessels must be certified as in-class in order to continue to trade and be admitted to ports worldwide. In many cases, particularly when tankers reach approximately 25 years of age, the costs of conducting the special survey and performing associated repairs, such as the replacement of steel plate, in order to maintain a vessel in-class may not be economically efficient. In addition, according to the revised Marpol (the IMO International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto (MARPOL 73/78)). Regulation 13G, single hull tankers should be phased out or converted to a double hull by the dates established by the revised regulation. However, the regulation allows the flag state of a given vessel to permit continued operation of category 2 (an oil tanker of 20,000 DWT and above carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo, and of 30,000DWTand above carrying oil other than the above) or category 3 tankers (an oil tanker of 5,000 DWTand above but less than that specified for a Category 2 type oil tanker) beyond their phaseout dates, in accordance with the schedule, subject to satisfactory results from the Condition Assessment Scheme. Nonetheless, the continued operation of single hulls must not go beyond the anniversary of the date of delivery of the ship in 2015 or the date on which the ship reaches 25 years of age after the date of its delivery, whichever is earlier. 17 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 157

172 The graph below illustrates the age profile of the world s tanker fleet as per 3Q08 : Age Profile of World s Oil Tanker Fleet per 3Q08 (In million DWT) Source: Drewry 18 Despite the impending legislative changes there still exits the potential to use single hull, double side or double bottom tankers beyond 2010, as there is flexibility allowed by IMO for flag and state exemptions Singapore and Japan being cases in point. In addition, there is further flexibility in the form of domestic shipping markets, where cabotage and flag restrictions could offer longer term employment for single hulled tonnage. Charter Market and Freight Rates Oil tankers are employed in the market through a number of different chartering options.worldscale is the tanker industry s standard reference for calculating freight rates, and its aim is to make the business of fixing tankers quicker, easier and more flexible. Worldscale is used because it gives the flexibility required for the oil trade. Oil is a fairly homogenous commodity, it does not vary too much in quality and it is relatively easy to transport by a variety of methods. This, combined with the volatility of the world oil markets, means that an oil cargo may be bought and sold many times while at sea. The cargo owner therefore requires great flexibility in its choice of discharge options. If tanker fixtures were priced in the same way as dry cargo fixtures this would involve the shipowner calculating separate individual freights for a wide variety of discharge points. Worldscale provides a solution to this problem by providing a set of nominal rates designed to provide roughly the same daily income irrespective of discharge point. TCE, or time charter equivalent, is the figure that describes the earnings potential of any voyage based on the quoted Worldscale rate. As described above, the Worldscale rate is set and can then be converted into dollars per cargo ton. A voyage calculation is then performed which takes all expenses (port costs, bunkers and commission) from the gross revenue. This leaves a net profit which is divided by the total voyage days (at sea and in port) to give a daily TCE. Tanker charter hire rates and vessel values for all tankers are strongly influenced by the supply and demand for tanker capacity. Small changes in tanker utilization have historically led to relatively large fluctuations in tanker charter rates for VLCCs, more moderate price volatility in the Suezmax, Aframax and Panamax 18 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 158

173 markets and less volatility in the Handy market compared to the tanker market as a whole. The Handy segment has generally been less volatile than other market segments because these vessels mainly transport refined petroleum products that are not subject to the same degree of volatility as the crude oil market. In general terms, time charter rates are less volatile than spot rates, because they reflect the fact that the vessel is fixed for a longer period of time. In the spot market, rates will reflect the immediate underlying conditions in vessel supply and demand and are thus prone to more volatility. Overall, tanker rates have been declining in 3Q08 as a result of lower demand for oil from the OECD countries, thus reducing the overall seaborne movement of oil. Nonetheless, there is still growth in shipments from the Asia Pacific region to Europe, which potentially maintains the stability of rates for routes east of the Suez. Drewry estimates that the trend for global reduction will persist until 2011 in line with the time required for the OECD countries to achieve economic recovery and thus stimulate demand for oil and its derivative products. Rates are expected to be back on an incline by 2012 as demand stabilizes on a northward course. Oil Tanker Spot Rates USD/Day E 2009E 2010E 2011E 2012E VLCC spot rates Suezmax spot rates Panamax spot rates Aframax spot rates Handy spot rates Source: Drewry 19 Time charter rates will normally follow the broad trend set by the overall spot market, although the movement in rates is usually less volatile. Volatility in rates is also more pronounced with the larger ship sizes, especially VLCCs and Suezmax type units. Conversely, earnings for smaller tankers tend to be more stable. Oil Tanker Time Charter Freight Rates USD/Day 19 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 159

174 E 2009E 2010E 2011E 2012E VLCC p e r io d r ates Panam ax Period Rates Handy period rates Suezmax Period Rates Aframax period rates Vessels Prices Source: Drewry 20 In 3Q08, new tanker orders continued to rise as in 1H08, but such trend is expected to slide down in line with the economic recession and difficulties in bank financing. The increase in the price of new vessels was not only triggered by higher vessel demand and limited capacity for vessel production for delivery in 2009, but also by rising price of steel. POSCO, as one of the world s largest steel producers, increased its price up to 21% in July, and Japan s steel price has correspondingly gone up to USD1,250/ton in July as against USD1,200/ton in June. The following table sets forth the trend for indicative prices for the construction of new vessels by the different types of oil tankers. Oil Tanker Newbuilding Prices in USD Million Source: Drewry 21 An increase in the prices of vessels in the secondary market was mainly driven by the segment of large vessels, such as VLCC and Suezmax. Prices of second-hand VLCC increased by 7.2% in 3Q08 compared 20 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 21 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 160

175 to 2Q08 prices, whereas resale prices of Suezmax and Aframax rose by 5.5% and 8.8% respectively over the same period. The graph below illustrates movements in price (in million USD) for secondary (5 year-old) oil tankers for the period of 2004 up to Secondary Market Price of Oil Tankers in USD million 5 Year-old Tankers * Source: Drewry 22 VLCC Su e zm ax Aframax Panam ax Handy Liquefied Petroleum Gas (LPG) Introduction The LPG carrier market provides a transportation service to rectify imbalances between the main LPG, ammonia and petrochemical gases producing and consuming areas of the world. LPG Demand Liquefied Petroleum Gas (LPG): LPG is produced as a by-product either from the production of natural gas or refining of crude oil. LPG cargoes in normal gas carriers are typically propane and butane (including n- Butane and i-butane). The primary uses of these are in residential and commercial heating and cooking, as fuel for transportation and as a feedstock for the production of petrochemicals. LPG production is more geographically diverse than that of oil production due to a significant proportion of LPG supplies originating from oil refineries (in addition to LPG produced from associated and non-associated oil and gas fields). Only the Middle East and North and West Africa have significant regional surpluses of LPG, and are the most important loading areas for large gas carriers, although these regions are relatively unimportant for the small gas carrier fleet. LPG Supply and Demand ( 000 tonnes) 22 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 161

176 Produksi North America Asia Middle East Europe Africa North America Former Soviet Union Central America Australasia Total World % change 2,6% 1.70% 4.00% 5.10% 2.30% 2.00% 1.40% 2.90% 0.40% 2.00% Consumption Asia North America Europe South America Middle East Central America Former Soviet Unon Africa Australasia Total World % change 2.8% 2,3% 4,4% 4.3% 0.9% 4.2% 0.1% 2.8% 0.6% 0.9% Source: Drewry 23 Japan is the world s single largest importer of LPG but China, India and the USA have been the most important growth markets in recent years. Europe has a relatively good balance between supply and demand but the imbalance within the region creates significant employment for the small ship market. Inter-Asia trades also provide significant employment for the pressurised LPG fleet. Ammonia: Ammonia is produced by the synthesis of gas and a hydrocarbon. Production is heavily influenced by the availability of gas, which forms around 80% of current capacity. The bulk of ammonia (85% to 90 %) is used in fertiliser production the principal product being ammonium sulphate, ammonium nitrate, urea (dry) and ammonium nitrate solution. It can also be used for nitric acid, explosives, nylon fibre, acrylic and urethane plastics. Ammonia accounts for as much as one-fifth of all cargo carried by gas carriers, and is especially an important cargo or trade for Mgc and Lgc gas carriers. The Former Soviet Union (via the Black Sea port of Yuzhnyy and the Baltic Republics), the Arabian Gulf, Trinidad & Tobago and Indonesia are the sources for the vast majority of seaborne Ammonia exports. While the US, Europe, India, and to a lesser extent North Africa and Korea are the major import destinations. Petrochemical Gases: Ethylene, propylene and butadiene are significant members of the olefins family used in the manufacture of a large number of intermediate chemicals and finished products. Vinyl chloride monomer ( VCM ) is a chlorinated gas, which is used principally in the manufacturing of plastics. VCM is produced by the oxychlorination process, which treats ethylene to produce ethylene dichloride, which then gives VCM. Ethylene Capacity ( 000 tonnes) 23 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 162

177 World Capacity % Change West Europe East Europe / Former Soviet Union Middle East South America North America Asia Pacific ,3% ,3% ,2% ,2% ,2% ,2% ,9% ,9% % % % total 100,0% 20,8% 7,1% 10,3% 4,3% 29,9% 27,6% Source: various industry sources Ethylene is polymerised into high density polyethylene ( HDPE ), low density polyethylene ( LDPE ) and linear density polyethylene ( LLDPE ), which in turn are used to make plastic packaging, bottles, containers and household hardware. It can also be turned into ethylene glycol used in anti-freeze. Ethylene is also used with benzene in the manufacturing of polystyrene. Propylene is polymerised into polypropylene used in the manufacturing of moulded components for cars and domestic appliances, carpet fibres, cable s sheathing, piping, coatings and containers. Butadiene is combined with styrene to produce styrene butadiene rubber ( SBR ), used in tyre manufacturing. It is also used in making acrylonitrile-butadiene-styrene ( ABS ) resin, which has applications in car fittings, packaging and sports equipment. VCM is used to produce PVC (polyvinyl chloride), which is formed into a wide variety of plastic products. Demand for LPG carriers is primarily generated by the demand for LPG, ammonia and petrochemical gases in economies that lack sufficient domestic supply to meet their consumption needs. Transportation of petrochemical gases is driven primarily by industrial and consumer demand for products derived from petrochemical gases such as plastics/polymers, synthetic-based products, textiles, chemicals and rubber. LPG, on the other hand, is an associated gas, produced as a by-product of crude oil and natural gas production, and is primarily used as fuel for transportation, residential and commercial heating/cooking, and as a feedstock for the production of petrochemicals. With expected increases in crude oil and natural gas production, LPG volumes are expected to increase. Economic growth is one of the best indicators of change in demand for seaborne transportation of gas. However, increased crude oil and natural gas production (with resulting increased LPG volumes) and more trading activity may result in additional demand for seaborne transportation of gas. Following a period of slow trade growth at the start of the decade trade has grown strongly since A recovery in Middle East LPG exports, increased ammonia imports into the USA and an upturn in the petrochemical gases trade have been the major factors behind faster trade growth since

178 Seaborne LPG Trade (Million Tonnes) LPG Ammonia Petrochemical Gases Source: Drewry 24 LPG, ammonia and petrochemical gases all have different characteristics and are traded in specific areas according to the infrastructure and industrial demand of the region. Each of the gas types, its use and trading pattern is described below. Trade patterns for petrochemical gases follow global economic patterns and can be very irregular as the opening or closing of petrochemical plants can create and destroy trade routes virtually overnight. Typically where a regular import requirement is identified a new plant will be built that will meet this need and invariably initially produce a considerable surplus that will need to be exported. However long-term imbalances mean that in the Atlantic basin ethylene and propylene tend to cross the Atlantic in an eastbound direction whereas butadiene flows the other way (creating opportunities for back-haul cargoes). The VCM trade sees a significant amount of cargo cross the Pacific from the USA to Asia. The build up of ethylene production capacity in the Middle East in recent years (see table) has been of particular benefit to shipping as there is little regional demand and the excess product is shipped to Asia and Europe (and even the Americas). The majority of the petrochemical gases trade is relatively short-haul within regions but this nevertheless provides significant employment (especially in Europe and Asia). LPG Carriers Supply LPG carriers are commonly referred to as ships that can transport liquid petroleum gas (propane and butane), ammonia and petrochemical gases. However, only a limited number of LPG carriers can transport ammonia and certain petrochemical gases such as ethylene and VCM have characteristics that require additional design features and/or equipment on the vessels. The LPG fleet can be split into three main types based on method of liquefaction: Fully-pressurized (pr) carriers, which liquefy their cargoes at ambient temperatures under high pressure of up to 17 bar (kg/cm2), are generally small vessels of under 8,000 CBM. The majority of these ships are less than 5,000 CBM. Semi-refrigerated (s/r) carriers, which liquefy their cargoes under a combination of pressure and refrigeration to temperatures down to minus 48.7 degree Celsius and pressure up to 9 bar (kg/cm2). Certain semi-refrigerated carriers with gas plants are able to cool cargoes further to minus degree Celsius and are referred to as ethylene carriers. The majority of s/r ships are less than 23,000 CBM. 24 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 164

179 Fully-refrigerated (f/r) carriers can liquefy their cargoes at or under their boiling temperatures down to approximately minus 48.7 degree Celsius at atmospheric pressure with onboard compressors. These ships are typically over 17,000 CBM with the majority over 70,000 CBM, and some can also carry clean petroleum products such as naphtha. The f/r fleet is commonly further broken down into three segments: Mgc (20-50,000 CBM), Lgc (50-70,000 CBM) and Vlgc (70,000+ CBM). LPG Carrier Fleet Per December 2008 ( 000 CBM) Total End of Period No. CBM No. CBM No. CBM No. CBM No. CBM No. CBM Source: Drewry 25 In December 2008, the fleet of LPG carriers comprised of 1,071 vessels with a combined capacity of million CBM. In the past decade, the number of LPG transporters has expanded by 26.75% or grown by 45.50% in terms of cargo capacity. As at December 2008, the orderbook for LPG carriers has reached 200 tankers with a combined capacity of 4.2 million CBM. In term of capacity, this amount represents 21.1% of all existing tanker fleets. LPG Order Book and Delivery Time Schedule Per December 2008 Ukuran Total % ( 000 cu.m) Jml cu.m Jml cu.m Jml cu.m Jml cu.m Jml cu.m Jml cu.m Jml cu.m Armada % % % % % % Total % ( 000 CBM) Total End of Period No. CBM No. CBM No. CBM No. CBM No. CBM No. CBM Source: Drewry The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 26 The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 165

180 Scrapping of tonnage has not historically contributed to any significant reduction of the fleet because seaborne gas transportation is a relatively new industry and the vessels are designed to last over 30 years with proper maintenance. In addition, technically complex vessels combined with stringent safety and operational requirements have created a high barrier of entry and an excellent safety record. Thus, age alone has not been a disqualifying factor for continued operations. The average age of the LPG carriers in service is 17 years. Age Profile of LPG Fleet December , , , , , Orderbook: '000 cu.m (left) Fleet: '000 cu.m (left) Orderbook: number of vessels (right) Fleet: num ber of vessels (right) Source: Drewry The Company has not sought the consent of Drewry Shipping Consultants Ltd for the purposes of Section 249 and Section 277 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the SFA ), for the inclusion of the information above which is publicly available, and Drewry Shipping Consultants Ltd is thereby not liable for such information under Sections 253 and 254 of the SFA. The Company has included the above information in its proper form and context and has not verified the accuracy of the content of such information. The Company is not aware of any disclaimers made by Drewry Shipping Consultants Ltd in relation to the above information 166