Jakarta, 2 Mei 2017

Ref. No. : SAP.RSI/17/081

To:

PT TOLAN TIGA INDONESIA

Bank SUMUT Building, 7th Floor
Jl. Imam Bonjol No.18
Medan

Attn.: Mrs. Anita Ridhani

Director Legal and Corporate Affairs

Re.: Recommendation and Final Legal Due Diligence Report

for the Acquisition of PT Dendymarker Indahlestari

Dear Madam,

In relation to intention of PT. Tolan Tiga and/or any of its affiliates which includes SIPEF (the
“Company”) to acquire 95% of the total issued shares of PT Dendymarker Indahlestari, a domestic
investment oil palm plantation company (the “PT DMIL”), which own 2 (two) plots of land with
right to cultivate (hak guna usaha) totaling to 13,704.91 ha located in Regency of Musi Rawas,
Province of South Sumatera (“HGU Land”) as evidenced by HGU Certificate No.04/1998, we,
attorneys of SAP Advocates, having our registered office at Grand Slipi Tower 9th Floor, Suite H & I,
Jl. Letjend. S. Parman Kav. 22-24, Jakarta 11480 ("SAP"), have been requested and appointed by
the Company to:

(a) Conduct a legal due diligence on the corporate documents, documents evidencing the
ownership of PT DMIL on the HGU Land, business license and mandatory reports, as well as
material agreements of PT DMIL, and documentation related to the compensation for
grown crop – Ganti Rugi Tanam Tumbuh (“GRTT”) and/or compensation for land owner –
Ganti Rugi Tanah (“GRT”).

(b) Conduct site visit to:

(i) National Land Agency (Badan Pertanahan Nasional – “BPN”) of Musi Rawas and
Palembang, to cross-check status of ownership and registration of the HGU Land,
as well as encumbrance/confiscation on the HGU Land.

(ii) Villages surrounding the HGU Land which plasma farmers are managed by PT
DMIL, Cooperative (Koperasi) who organize such plasma farmers, the relevant
Mayor, and the officer of Government Regency; to check social issues in
developing plasma and potential claim from the local government and/or local
communities on the HGU land owned by PT DMIL.

(iii) The relevant District Court, Administrative Court, Industrial Relations Court,
Commercial Court, and Indonesian National Arbitration (Badan Arbitrase Nasional
 Indonesia – “BANI”) and other relevant institution to find out any pending claim or
threatened litigation against PT DMIL, or threatened litigation in which PT DMIL
were involved, and any other contingent liabilities that PT DMIL may have,
including claim from the local government and local communities on the HGU land
owned by PT DMIL.

(c) Conduct regulatory research and consultation with Peat Soil Restoration Body (Badan
Restorasi Gambut – “BRG”) and Minister of Environment and Forestry to ensure status of
peat soil within the HGU Land, whether or not is subject to the moratorium and/or
restoration of peat soil program sets out by the Indonesian government.

(d) Provide weekly legal due diligence report (the “Weekly Report”) and final legal due
diligence report (the “Final Report”) in relation to the plan to acquire 95% of the total
issued shares of PT DMIL (the “Acquisition”).

(e) As part of the legal services for the Acquisition, we also reviewed, examined, and provided
comment on the draft of the Acquisition documents, including the Conditional Sale and
Purchase Agreement (“CSPA”), Shareholders Agreement, and Put and Call Option
Agreement.

For easy reference, our comment on the CSPA and recommendation of conditions
precedents for the effectiveness of the Acquisition to be requested by the Company (in the
CSPA) is restated in this Final Report.

This Final Report contains the Weekly Reports dated 6 March 2017 Ref.No. SAP.RSO/17/039 and
dated 22 March 2017 Ref.No. SAP.RSI/17/052A and their respective up-date.

This Final Report also contain the HGU Land Clarification Report prepared by SIPEF as to be detailed
in point C.12. below.

In this Final Report, unless the context provides definition otherwise, where the terms or
expressions beginning with a capital letter are not defined in the text of this Final Report, they shall
have the meaning and defined in Attachment-1 of this Final Report. These definitions shall be
applicable to both the singular and plural forms of the words concerned.

Captions and section headings contained in this Final Report are inserted only as a matter of
convenience and reference, and therefore in no way define, limit, extend, or affect the scope or
intent, or construction of this Final Report.

A. INTRODUCTION

1. The Objective of this Final Report

This Final Report provides the Company with a summary of important facts and
legal issues we found during the due diligence, site visit, and research, which need
to be observed by the Company in considering the plan of the Acquisition, and

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 recommendation of conditions precedent for the effective Acquisition, should the
Company decides to acquire PT DMIL.

2. The Benefits of this Final Report and Confidentiality

This Final Report has been prepared by SAP and is addressed only to the Company
therefore it can only be used by the Company as a legal consideration for execution
of the plan of the Acquisition. This Final Report also contains confidential
information on PT DMIL as well as the plan of the Acquisition by the Company, and
therefore it cannot be disclosed to any other party without prior written consent of
SAP.

3. The Scope of this Final Report

This Final Report contains (a) a summary of documents of PT DMIL that we have
already examined/reviewed in the course of legal due diligence conducted by SAP
in relation to the plan of the Acquisition which we requested and available in the
data room located at the office of PT Agro Investama Gemilang (the majority
shareholder of PT DMIL) prior to the date of this Final Report (the “DD
Documents”); (b) the result of site visit referred to in point (b) above, and (c) the
result of research on regulations on peat soil restoration and moratorium for
issuing new plantation license. This Final Report, therefore sets out the following
information of PT DMIL:

(a) Establishment and Corporate Status;

(b) Line of Business, Certification, and Licensing;
(c) Capital Structure;
(d) Shareholders and Shareholding Composition;
(e) Management and Supervision;
(f) Ownership of HGU Land, Process for Obtaining Cultivation Right and
Issuance of Land Certificate of the HGU Land, which includes:
(1) verification on the completeness of the documentation related to
the payment of GRTT and GRT on plots of land in the area of the
HGU Land; and
(2) verification to BPN to ensure status of ownership and encumbrance
or confiscation on the HGU Land;
(3) any claim which may impact the ownership of the HGU Land;
(g) Neglected land and Reduction of HGU Land Area;
(h) Partnership with Local Partners/Plasma and Potential Claim on the HGU
Land, which includes:
(1) agreement with Cooperative (koperasi) and/or plasma farmers
(2) potential claim over HGU Land;
(3) other material agreements of PT DMIL;
(4) other social issues with plasma farmers;
(5) site visit to villages surrounding the HGU Land, the relevant Mayor,
and the officer of Government Regency; and
(i) Litigation Confirmation from the relevant District Court, Administrative
Court, Industrial Relations Court, Commercial Court, and BANI and other
relevant institutions.

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 (j) Peat Soil Restoration Program and its Impact to the Activity of PT DMIL
(k) Other matters related to the due diligence exercise for the purpose of the
Acquisition.

A list of DD Documents we have examined/reviewed is detailed in Attachment-2 of

this Final Report.

B. ASSUMPTIONS AND QUALIFICATIONS

This Final Report has been prepared based on the assumptions and qualification as
described in Attachment-3 of this Final Report.

C. GENERAL RECOMMENDATION AND COMMENTS ON THE CSPA

Based on (1) the legal due diligence finding in the course of legal due diligence conducted
by SAP on the DD Documents, (2) the result of site visit, and (3) the result of research on
regulations on peat soil restoration and moratorium to issue new plantation license on the
peat soil as detailed in points D.8. and D.9 below and further elaborated in points G.3. and
H of Attachment-4 of this Final Report, we have separately conveyed our comments on the
CSPA and recommended several conditions precedents for the effectiveness of the
Acquisition.

For easy reference, our comments and recommendation are restated in this Final Report.

1. Conditional Sale and Purchase Agreement

For the transaction which completion is subject to the satisfaction of conditions precedent,
the agreement is commonly titled "Conditional Sale and Purchase Agreement - CSPA".
Upon the completion of all conditions for the effective Acquisition, either for the purpose
of the compliance of the Acquisition Requirements and/or other conditions as
contractually agreed by the seller and the purchaser in the CSPA, the parties shall enter
into a Sale and Purchase Agreement/Acquisition Agreement which shall be made in
Indonesian language and in a Notarial Deed (“Acquisition Deed”).

2. Parties to the Acquisition Documents and Object of the Acquisition

(a) The shareholders of PT DMIL are:

(i) PT Agro Investama Gemilang 800.066 shares (99.999 %)

(ii) PT Agro Niaga Utama 1 share (0.000125%)

Depending on the party who will remain holding 5% shares; in case of PT Agro
Investama Gemilang, then PT Agro Niaga Utama should also sell its shares and shall
be named as the “Sellers” in the CSPA and the Acquisition Deed.

(b) The definition of the “Sale Shares” must clearly identify (i) the shareholders who
agree to sell and (ii) number of shares agreed to be sold.

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3. Loan to be Granted to PT DMIL

A separate loan agreement shall be prepared and signed to regulate the terms and
conditions for the granting of such facility, among others:

(a) Timing and conditions for facility withdrawal, such us signing of the security
documents.
We noted that the Company agrees to give the loan facility to PT DMIL for settling
its current debt to Lembaga Pembiayaan Ekspor Indonesia or “Indonesian Exim
Bank”.

It is advisable that the loan withdrawal shall be done at the earliest, simultaneously
with the payment of the acquisition price, which will be deducted with an amount
equal to the total outstanding debt of PT DMIL to Indonesian Exim Bank, who will
receive such payment directly from the Company.

The Seller shall ensure Indonesian Exim Bank to issue:

(i) a statement of release; and

(ii) de-register the security right (hak tanggungan) encumbered on the HGU
Land;

at the same time when it receives the payment from the Company who purchase
the shares of PT DMIL.

(b) Repayment schedule;

(c) Negative and positive covenants;
(d) Event of default;
(e) Other provisions to protect the interest of the Company as creditor;
(f) Non-legal issues such as tax and accounting treatment to the loan facility.

4. Settlement of Dispute

The Company as the purchaser under the CSPA shall confirm its preference as to a place to
settle a dispute in implementing the CSPA, whether to use the court or the other court
convenient to it. It is advisable to use arbitration as an arbitration awards has final and
binding nature.

5. Suggested Additional Conditions Precedent for the Completion of the Acquisition

(a) The Company as the purchaser being reasonably satisfied of the result of its due
diligence exercise on the DD Documents.

(b) Verification of indication restoration map and function map of peat soil in HGU
Land area

Please be advised that the function map of peat soil ecosystem is subject to 6
months revision by Director General of Pollution Management and Damaged

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 Environment (Direktur Jenderal Pengendalian Pencemaran dan Kerusakan
Lingkungan) on behalf of Minister of Environment and Forestry.

In view of the indication restoration map issued by BRG and function map issued
by Minister of Environment and Forestry, whereby all of HGU Land area of PT DMIL
is determined as peat domes (kubah gambut) with protection function (NOT
cultivation function) which subject to several activities limitation (as detailed in
points D.9. and points H.2, 3 and 4 of Attachment-4 of this Final Report); we
suggested the following conditions precedents:

PT DMIL shall exercise its rights to verify the Function Map of Peat Soil
Ecosystem of the HGU Land to Minister of Environment and Forestry, , and
to procure the issuance of revision of the Function Map of Peat Soil
Ecosystem of PT DMIL which classified the peat soil in the HGU Land as an
area with cultivation function, or at least stated that the area of peat soil
with protection function in the HGU Land area is not more than certain
total area as required by the Purchaser.

(c) Technical Recommendation from Director General of Plantation and BKPM

Approval

As PT Tolan Tiga and SIPEF is considered as foreign investor under Indonesian Law
of Investment No.25 of 2007 (“Indonesian Capital Investment Law”), the
Acquisition
(of PT DMIL) by either PT Tolan Tiga and/or SIPEF will results in the change of
status of PT DMIL to become PMA Company.

Any change of company status, among others, due to the change of ownership of
PMA Company or PMDN Company in plantation business is subject to a technical
recommendation from Director General of Plantation and further approval from
Capital Investment Coordinating Board (“BKPM”).

(d) Settlement of Employment Termination Package

It is clearly stated in the CSPA that it is PT DMIL’s obligation to pay compensation

to the Absorbed Employees (i.e. employees who will continuously employed by PT
DMIL) prior to the Completion Date.

In view of the above, we suggest for the addition of the following conditions
precedent for the effective Acquisition:

The Seller having settled and paid all compensation due and payable to the
Absorbed Employees as evidenced by statement letter signed each of the
Absorbed Employees which sets out the confirmation of the receipt of
their compensation and agreement not to commence any claim, directly
and/or indirectly against PT DMIL in respect of their resignation from PT
DMIL.

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(e) Compliance of the Acquisition Requirements

Since the Acquisition will results in the change of control of PT DMIL, it shall comply
with the acquisition requirements as regulated in the Law No.40/2007 regarding
Limited Liability Company (the “Indonesian Company Law”) as further
implemented in Government Regulation No.27/1998 regarding Merger,
Consolidation, and Acquisition of Limited Liability Company (“Acquisition
Regulation“) (acquisition requirements under the Indonesian Company Law and
the Acquisition Regulation collectively referred to as the “Acquisitions
Requirements”) namely:

(i) announcement of the acquisition plan in one newspaper and notification

to the employees of the target company within 30 days before the
invitation of the general meeting of shareholders (“GMS”) of the target
company which approve the acquisition;

(ii) the creditor(s) and other stakeholders can object the acquisition plan
within 14 days after the announcement, if no objection from the creditors
is received within such period, then the creditors shall be deemed
approving the acquisition;

(iii) invitation to all shareholders to attend the GMS to approve the acquisition
within 14 days before the GMS;

(iv) GMS to approve the acquisition;

(v) the seller and the purchaser shall enter into the Indonesian language
acquisition agreement in a Notarial Deed form.

(f) Amendment of the AOA of PT DMIL

To enable foreign shareholder, in this case PT Tolan Tiga and/or SIPEF, to acquire
shares of PT DMIL it is also necessary to include amendments to the following
provisions of the articles of association (“AOA”) of PT DMIL as conditions
precedent for the effective Acquisition:

(i) Article 7.5. – Shareholder

Currently only Indonesian individual or entity who can own shares of PT
DMIL.

(ii) Article 13.1 and Article 13.8. – Citizenship of Director

Director: currently only Indonesian citizen.

(iii) Article 16.1 and Article 16.6. – Citizenship of Commissioner

Commissioner: currently only Indonesian citizen.

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6. Settlement of Employees Termination Package

(a) Absorbed Employees

It is clearly stated in the CSPA that it is PT DMIL’s obligation to pay compensation
to the Absorbed Employees (i.e. employees who will continuously employed by PT
DMIL) prior to the Completion Date.

(b) Non-Absorbed and Non-Transferred Employees

Theoretically there is a possibility that there are several employees who will be the
Non-Transferred and Non-Absorbed Employees. It is therefore important to (i)
estimate who they are, (ii) how much is the total compensation to be paid, and (iv)
who should pay such compensation to them?

If PT DMIL also obliges to pay the compensation to the said employees, then depending on
the total amount to be paid (prior to the Completion Date), this obligation may results in
Material Adverse Change on PT DMIL which actually one of the conditions for the effective
Acquisition.

One of the conditions precedent for the completion of the Acquisition on the Completion
Date is there being no Material Adverse Change in the business, operations, assets,
financial conditions or prospects of the Company;

-the CSPA defined “Material Adverse Change” as any event, circumstance or change
(whether actual or threatened) which individually or collectively with one or more other
events, circumstances or changes, the cumulative effect of which results is reasonably likely
to result in a reduction of 15% (fifteen per cent) of the NAV of PT DMIL as at the Accounts
Date.
-“NAV” is defined as net asset value of PT DMIL, being the total assets minus total liabilities.

In view of the above, depending on the total amount of compensation amount to be paid
by
PT DMIL (prior to the Completion Date), the said obligation may results in Material Adverse
Change on PT DMIL which actually one of the conditions for the effective Acquisition. In
case the payment of the compensation to the Absorbed Employees result in the Material
Adverse Change of PT DMIL, the Company as the purchaser is entitled to terminate the
CSPA, unless the Company as the purchaser agrees to waive this conditions.

7. Suggested Conditions Subsequent of the Acquisition

(a) In view of SIPEF finding on the difference of total land area and land location
between the actual information and the information in the Measurement Letter
No.01/MURA/1998 referred to in point 12 below, and with the assumption that
finding is correct, we suggested the conditions subsequent of the Acquisition in the
CSPA which shall be complied with by the Sellers with the main purpose to clarify
the difference finding of SIPEF regading the total area and location of the HGU
Land area as detailed above, namely to:

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 (i) cause the issuance of the revised Measurement Letter No.01/MURA/1998
which already taken out the HGU Land area which have been relinquished
by
PT DMIL for plasma; and

(ii) cause the relevant outhorities to put physical bounderies between the
HGU Land area and the HGU Land area which have been relinquished by PT
DMIL for plasma; and;

(iii) issue the HGU land certificate for 1,120 ha planted land, if after the
issuance of the revised Measurment Letter referred to in point (i) above,
such area remain located outside the revised Measurment Letter;

at the cost of the Sellers.

(b) Adjust the API-P issued to PT DMIL which allows PT DMIL to import the raw
material for its production, to be in line with the latest import regulations which
must be adjusted to be in line with the latest import regulations.

(c) PT DMIL shall submit the LKPM for the 1st semester of 2017 before end of July
2017.

8. Seller’s Undertaking

(a) The Payment of the Termination Package to the Absorbed Employees, Transferred
Employees, Non-Transferred and Non-Absorbed Employees

In view of our analysis regarding the payment of the termination package to the
employees of PT DMIL in point 6. above, if PT DMIL also obliges to pay such
compensation to the said employees, we suggested the addition of Seller’s
undertaking in the CSPA, namely undertaking to:

(i) procure the obtaining of the resignation letter of the Non-Transferred and
Non-Absorbed Employees (if any) which resignation shall be effective only
on the Completion Date;
(ii) cause PT DMIL to pay and settle the compensation to the Transferred
Employees; and
(iii) cause PT DMIL to pay and settle the compensation to the Non-Transferred
Employees and Non-Absorbed Employees;
(iv) procure the obtaining of statement letter signed by each of the Transferred
Employees, and Non-Transferred and Non-Absorbed Employees (if any)
which sets out the confirmation of their receipt of compensation and
agreement not to commence any claim, directly and/or indirectly against
PT DMIL in respect of their resignation from PT DMIL.

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 (b) Difference of Total Land Area and Land Location between the Actual Information
and the Information in the Measurement Letter No.01/MURA/1998

In view of the explanation in point 12. below, and with the assumption that such
finding is correct, we suggested the addition of Seller’s undertaking in the CSPA,
namely undertaking to:

(i) cause the issuance of the revised Measurement Letter No.01/MURA/1998

which already taken out the HGU Land area which have been relinquished
by
PT DMIL for plasma; and

(ii) cause the relevant outhorities to put physical bounderies between the
HGU Land area and the HGU Land area which have been relinquished by PT
DMIL for plasma; and;

(iii) issue the HGU land certificate for 1,120 ha planted land, if after the
issuance of the revised Measurment Letter referred to in point (i) above,
such area remain located outside the revised Measurment Letter;

at the cost of the Sellers.

9. Seller’s Indemnity

(a) In view of (i) insufficient and incomplete documents which evidenced the transfer
of shares (as approved in the GMS of PT DMIL), the land relinquishment and the
payment of GRT/GRTT to local communities as detailed in points D.4 and D.6.(c)
below; and (ii) the result of site visit to the villages surrounding the HGU Land as
detailed in point D.8.(c) of this Final Report, we suggest that the Seller provides the
Company with the indemnity with the following formulation:

The Seller shall indemnify the Purchaser against any losses, damages,
penalties, liabilities, costs, charges and expenses, as well as claim from
other party (including reasonable out-of-pocket costs, legal fees and
disbursements) (“Losses”), or any other liability whatsoever and
howsoever incurred by the Purchaser as a result of (a) insufficient and
incomplete documents evidencing the transfer of shares of PT DMIL, the
land relinquishment and the payment of GRT/GRTT to local communities
by PT DMIL; and (b) any possible claim from the local communities for the
payment of GRT/GRTT; within 2 years after the Completion Date.

(b) In view of difference finding of SIPEF regarding the total area and location of the
HGU Land referred to in point 12 below, we suggest that the Seller provides the
Company with the indemnity with the following formulation:

The Seller shall indemnify the Purchaser against any losses, damages,
penalties, liabilities, costs, charges and expenses, as well as claim from

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 other party (including reasonable out-of-pocket costs, legal fees and
disbursements) (“Losses”), or any other liability whatsoever and
howsoever incurred by the Purchaser as a result of the difference finding
of the Company regarding the total area and location of the HGU Land
within 2 years after the Completion Date.

10. Potential Claim on HGU Land from the Local Communities

Based on our finding during the site visit to (a) villages surrounding HGU Land, (b) Sub-
Districts Karang Dapo and Muara Rupit, (c) KUD Pakar Maur, (d) KSU Amanah, (e) the
Government Regency of Musi Rawas Utara, we would like to emphazise the following
potential claim from local communities:

(a) claim from the local communities to settle the existing claim which remain un-
settled; and/or
(b) claim from the local communities for the release and payment of compensation for
the release of land to local communities, and/or
(c) claim from the local communities to complete the separation of HGU Land; and/or
(d) claim from the local communities to complete issuance the certificate of HM.

For more detail explanation of these risks, please see point D.8.(c) and point G.3. of
Attachment-4 of this Final Report.

11. Risks in Relation to the Peat Soil Restoration Program

(a) Obligation to restore damaged peat soil and its related cost.

(b) Various limitation to cultivate the HGU Land are all classified as peat soil with
protection function. Therefore, the plantation business on the HGU Land is non-
sustainable.

(c) No certainty whether the land swap which entitled to be received by the plantation
company whose 40% or more of its plantation area is determined as peat
ecosystem with protection function.

(d) No certainty whether the extension of HGU can be obtained on the plantation area
which is determined as peat ecosystem with protection function, in case that
before the end of the harvesting cycle the HGU Land certificate is expired.

(e) During the site visit to (a) villages surrounding HGU Land, (b) Sub-Districts Karang
Dapo and Muara Rupit, (c) KUD Pakar Maur, (d) KSU Amanah, (e) the Government
Regency of Musi Rawas Utara, we were informed that there are several area in the
villages of Karang Dapo, Pantai, Bingin Rupit, Maur, and Batu Gajah which were on
fire in 2015 and have not been replanted. Replantation on these area are
prohibited.

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 For more detail explanation of these risks, please see point D.9 and point H of Attachment-
4 of this Final Report.

12. DIFFERENCE OF TOTAL LAND AREA AND LAND LOCATION BETWEEN THE ACTUAL
INFORMATION AND THE INFORMATION IN THE MEASUREMENT LETTER
NO.01/MURA/1998

We were informed that SIPEF conducted clarification and verification on the total land area
and location of HGU Land, by comparing Measurement Letter No.01/MURA/1998 attached
to the HGU Certificate No.04/1998 and work location map prepared by PT DMIL using
certain equipment and methodology.

Based on the “HGU Clarification Report” prepared by SIPEF attached herewith as

Attachment-8 of this Final Report, SIPEF found out the following facts:

(a) The area calculated by SIPEF using the coordinates from Measurement Letter
No.01/MURA/1998 (before area reduction of HGU Land in 2016) is 19,949.88 ha,
meaning 2,155.30 ha wider than the total area of HGU Land as stated in the HGU
Land Certificate No.04/1998 (before area reduction in 2016);

(b) The HGU Land coordinates have significantly moved by 1.4 km from the actual
location in the field;

(c) Due to the shift/moved of planted area, there are 1,120 ha planted area located
outside area of HGU Land;

(d) Due to the shift from Measurement Letter No.01/MURA/1998, there are some
plasma area, totaling to 869.96 ha within the HGU Land area.

We are not qualified to either confirm or make any comment on the above finding.
Therefore, assume that the above finding is correct.

D. FINAL REPORT OF THE LEGAL DUE DILIGENCE - EXECUTIVE SUMMARY

1. ESTABLISHMENT AND CORPORATE STATUS

(a) PT DMIL is a limited liability company duly established and organized under
the laws of Republic of Indonesia and has obtained status as a legal entity
at the time Minister of Law (now: Minister of Law and Human Rights –
“MOLHR”) approved the deed of establishment of PT DMIL on 4 November
1994.

(b) PT DMIL changed its status to become a foreign investment company

(perusahaan penanaman modal asing – “PMA Company”) in 1995. It was
further change its status to become a domestic investment company

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 (perusahaan penanaman modal dalam negeri – “PMDN Company”) in
2013.

Since its establishment, the AOA of PT DMIL as firstly incorporated in the

establishment deed of PT DMIL have been amended several times, all
amendments have complied with the prevailing laws and regulations,
unless amendment of the AOA as incorporated in Deed Minutes of
Extraordinary General Meeting of Shareholders of PT DMIL No.1 dated 1
May 1995, made by Irawan, S.H., Notary, which records the approval from
the GMS of PT DMIL, among others, for the issuance of 100 shares from
the portfolio of PT DMIL to Mr. Supriadi (75 shares) and Mr. Yasin (25
shares), which has not been reported to MOLHR. Theoretically the
amendments incorporated in such amendment deed is not effective. We,
therefore proposed the Seller to provide indemnity referred to in point C.9.
above.

Attached herewith as Attachment-4.A. of this Final Report, detail report regarding

the establishment and the corporate status of PT DMIL.

2. LINE OF BUSINESS, CERTIFICATION AND LICENSING

(a) Line of Business

Purpose and objective of PT DMIL is in the field of plantation, by carrying

out the business of palm oil plantation to become crude palm oil (“CPO”)
and palm kernel, as well as market them in domestic and foreign (export)
markets. The last amendment of the line of business and business
activities of PT DMIL has complied with the prevailing laws and regulations.

(b) Certification

PT DMIL is certified as a company which plantation area and mill located in

Bingin Rupit village is complied with the ISPO since 11 December 2015 and
complied with the RSPO since 27 July 2017. The ISPO certificate is valid
until
10 December 2020 and the RSPO certificate is valid until 26 July 2020.

(c) Licensing

(i) Capital Investment License and Report on the Capital Investment

Activities (Laporan Kegiatan Penanaman Modal – “LKPM”)

BKPM issued principle license (Izin Prinsip – “IP”) for PT DMIL in its
status as a PMA on 28 June 1995 and permanent business license
(Izin Usaha Tetap/Perkebunan – “IUT/IUP”) was issued by Dinas
Koperasi, Penguasaha Kecil, Menengah dan Penanaman Modal

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 South Sumatera on 24 May 2004 as revoked by IUT issued in April
2008.

For the conversion of the status of PT DMIL as PMDN Company

BKPM issued IP on 27 November 2013, which valid for 1 year after
its issuance. IUP for PT DMIL in its current status as a PMDN
Company was issued by BKPM South Sumatera on 15 March 2017,
means more than 1 year after the issuance of the IP.

The actual capital investment activities conducted by PT DMIL

were evidenced by LKPM which shall be submitted to BKPM
quarterly (before the issuance of IUP) and semi-annually (after the
issuance of IUP).

LKPM for the period of 2013 up to 4th quarter 2016 are available in
the Data Room for our examination.

Following the issuance of the IUP on 15 March 2017, PT DMIL shall

submit the LKPM for the 1st semester of 2017 before end of July
2017.

(ii) Palm Oil Plantation and Process Business License

IUP for PT DMIL in its current status as a PMDN Company was

issued by BKPM South Sumatera on 15 March 2017. The IUP shall
be valid to the extent that PT DMIL remains carrying on its business
activities with the capacity as detailed in point (i) above.

A company engaging in the palm oil plantation (budi daya kelapa

sawit) with an area more than 1,000 ha integrated with the palm
oil process in with the capacity of more than 5 ton TBS/ hour
(industry pengolahan kelapa sawit) must obtain IUP. Despite this
regulation, Bupati Musi Rawas issued IUP-P and IUP-B on 28 May
2008 which only required for a non-integrated cultivation and
processing industry business. We are also noted the existence of
Plantation Business Registration License of 2000 issued by the
Directorate General of Plantation on behalf of the Minister of
Agriculture and Forestry, which only relevant to the plantation
business with an plantation area of less than 25 ha.

(iii) Environmental License

(1) ANDAL, RKL, RPL approved by Environment Evaluation

Commission of South Sumatera Province on 19 March
1999, as revised on 9 March 2004 for the palm oil
plantation and mill located at Districts of Rupit and Karang
Dapo, Regency of Musi Rawas, Province of South
Sumatera, in the total area of 17,793.50 ha and processing
industry in the capacity of 60 ton TBS/hour.
14
 (2) PT DMIL also holds several environmental licenses issued
by Regent of Musi Rawas for the followings:

-disposal of waste water which valid for 2 years as of 5

October 2016;

-toxic and hazardous materials (B3) which will be valid for

5 years as of 5 October 2016;

-disturbance and business location permits for palm oil mill

office (located at Karang Dapo I Village, Musi Rawas Utara)
and for and CPO mill office (at Musi Rawas Utara) which
valid for 1 year period as of its issuance in 24 March 2017;

-approvals issued on April, August, and September 2007 by

Dinas Tenaga Kerja dan Transmigrasi Kabupaten Musi
Rawas, Pemerintah Kabupaten Musi Rawas for using 1 unit
water pipe types of land steam boiler, 1 unit vessel steam
separator, 1 unit vessel vacuum dearator, 1 unit sterilizer,
electricity installation, fire installation (hydrant),
installation of electrostatically lightning, 1 unit back
pressure vessel, steam turbines, 1 unit steam jet.

(iv) Building Permit

Bupati Musi Rawas has issued 2 business licenses for PT DMIL on

20 October 2004 for employees housing (870 m2) and palm oil mill
(3.719 m2) located at Karang Dapo Village.

(v) Other Licenses

PT DMIL obtained the general licenses, namely:

(1) Company Registry (Tanda Daftar Perusahaan –“TDP”), Tax

Registration Number (Nomor Pokok Wajib Pajak –
“NPWP”), and SKDP;
(2) Trading Business License (Surat Izin Usaha Perdagangan –
“SIUP”) for Large Scale;
(3) Import Licenses (API-P which allows PT DMIL to import the
raw material for its production, this API-P however, must
be adjusted to be in line with the latest import regulations;
and APIT);
(4) Custom Identity Number.

Attached herewith as Attachment-4.B. of this Final Report, detail report regarding

line of business, certification and licensing of PT DMIL.

15
3. CAPITAL STRUCTURE

As a company established under the framework of Indonesian Capital Investment

Law, the approval from Indonesian BKPM is required for any change of capital
structure of
PT DMIL, in addition to the requirement for obtaining approval from MOLHR.

PT DMIL was established initially with the issued and paid up capital of
Rp.150,000,000. Since its establishment PT DMIL increased its capital structure
several times, in 2012 the shareholders of PT DMIL approved the last amendment
of capital structure of PT DMIL from Rp.160,067,000,000,- to become
Rp.800,067,000,000,- consisting of 800,067 shares with a nominal value of
Rp1,000,000.-/shares.

All amendments of the capital structure of PT DMIL have complied with the
prevailing laws and regulations, unless amendment as incorporated in the Deed of
Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.1, dated
1 May 1995, made by Irawan, S.H., for the issuance of 100 new shares from its
portfolio, which has not been reported to MOLHR and has not been registered at
the Company Registry.

We, therefore proposed the Seller to provide indemnity referred to in point C.9.
above.

Attached herewith as Attachment-4.C. of this Final Report, detail report regarding

capital structure of PT DMIL.

4. SHAREHOLDERS AND SHAREHOLDING COMPOSITION

(a) As a company established under the framework of Indonesian Capital

Investment Law, the approval from Indonesian BKPM is required for any
change of shareholders and shareholding composition of PT DMIL, for
which a technical recommendation from Directorate General of Plantation
is required.

(b) The current shareholders of PT DMIL is:

-PT Agro Investama Gemilang 800,067 shares

-PT Agro Niaga Utama 1 shares

(c) Since its establishment PT DMIL changed shareholders and its shareholding
composition. All changes of shareholders of PT DMIL has complied with
the prevailing laws and regulations, unless the change of shareholders
which approved by the shareholders meeting of PT DMIL as incorporated
in the followings deeds:

16
 (i). Transfer of 25 shares owned by Eddy and 50 shares owned by
Yusrizal, to Yasin, as approved in the shareholders meeting of PT
DMIL which incorporated in the Deed of Minutes of Extraordinary
General Meeting of Shareholders of PT DMIL No.1, dated 1 May
1995, made by Notary Irawan, S.H., which has not supported by
the deed of transfer or sale and purchase agreement or any other
underlying document as required by the AOA of PT DMIL, along
with the relevant spouse approval;

(ii). Transfer of 100 shares owned by Yasin to Supriadi, as approved in

the shareholders meeting of PT DMIL which incorporated in the
Deed of Minutes of Extraordinary General Meeting of Shareholders
of PT DMIL No. 15, dated 11 May 1995, made by Notary Irawan,
S.H., which has not supported by the deed of transfer or the sale
and purchase agreement or any other underlying document as
required by the AOA of PT DMIL, along with the relevant spouse
approval;

(iii). (1) Transfer of 25 shares owned by Eddy Irianto to Supriadi; and

(2) acquisition of new shares issued by PT DMIL to Perisind
Plantation & Agriculture Sdn. Bhd. (22.950 shares) and Bounty
Corp. Sdn. Bhd. (19.800 shares), as approved in the shareholders
meeting of PT DMIL which incorporated in Deed of Declaration of
Shareholders Resolution No.47, dated 14 October 1995, made
before Notary Yetty Taher, S.H., which has not supported by the
deed of transfer or the sale and purchase agreement or any other
underlying document as required by the AOA of PT DMIL, along
with the relevant spouse approval, and the Deed of Acquisition as
required by Indonesian Company Law, and the technical
recommendation from Directorate General of Plantation;

(iv). Transfer of 9.450 shares of PT DMIL owned by Perisind Plantation

& Agriculture Sdn. Bhd. to Bounty Corp. Sdn. Bhd., as approved in
the shareholders meeting of PT DMIL which incorporated in Deed
of Declaration of Shareholders Resolution No.2, dated
1 February 1999, made before Notary Saal Bumela, S.H., which has
not supported by the Deed of Acquisition as required by the
Company Law and the AOA of PT DMIL, and the technical
recommendation from Directorate General of Plantation;

(v). Transfer of 14.326 shares of PT DMIL owned by Perisind Plantation

& Agriculture Sdn. Bhd. to Bounty Corp. Sdn. Bhd., as approved in
the shareholders meeting of PT DMIL which incorporated in Deed
of Declaration of Shareholders Resolution No.127, dated 25 June
2009, made before Notary Sugito Tedjamulia, S.H., which has not
supported by the deed of transfer or the sale and purchase
agreement or any other underlying document as required by the

17
 AOA of PT DMIL, and the technical recommendation from
Directorate General of Plantation; and

(vi). Transfer of 1 share of PT DMIL owned by PT Agro Investama

Gemilang to PT Agro Niaga Utama, as approved in the shareholders
meeting of PT DMIL which incorporated in Deed of Declaration of
Shareholders Resolution No.20, dated 9 June 2014, made before
Notary Engawati Gazali, S.H., which has not supported by the deed
of transfer or the sale and purchase agreement or any other
underlying document as required by the AOA of PT DMIL along
with the relevant spouse approval, and the technical
recommendation from Directorate General of Plantation.

The technical recommendation from Directorate General of Plantation for

the transfer of shares referred to in points (iv) and (vii) is not available in
the Data Room, however the BKPM approval for each of such transactions
are available. We, therefore, assumed the availability of such technical
recommendation as it is a condition precedent for the issuance of BKPM
approval.

In view of the above, we proposed the Seller to provide indemnity referred

to in point C.9. above.

Attached herewith as Attachment-4.D. of this Final Report, detail report regarding

shareholders and shareholding composition of PT DMIL.

5. MANAGEMENT AND SUPERVISION

(a) PT DMIL is managed and chaired by the Board of Directors under the
supervision of the Board of Commissioners with the following composition:

President Director : Liu Raymond

Director : Jonner Silaen
Handoko Limaho
Erwin Kurniawan
President Commissioner : Ir. Rudy Nanggulangi
Commissioner : Kosen Limaho

appointed based on the circular resolution of the shareholders as restated

in the of Declaration of Shareholders Resolution No.7, dated 20 September
2016, made before Rachmad Umar, SH.

(b) Such appointment has complied with the prevailing laws and regulations,
namely approval from shareholders meeting and notification to MOLHR as
evidenced by receipt notification issued by MOLHR.

18
6. OWNERSHIP OF HGU LAND AND PROCESS FOR OBTAINING CULTIVATION RIGHT
(HGU) AND ISSUANCE OF LAND CERTIFICATE OF THE HGU LAND (CERTIFICATE
HGU)

(a) The process of obtaining of HGU and the issuance of land certified of the
HGU Land to PT DMIL from the determination of location permit until the
issuance of HGU Land certificate started from 1995 until 1998 were
conducted in accordance with the prevailing laws and regulations.

(b) The HGU Land was formerly a production forestry area (approximately
14,674.90 ha) which agreed to be relinquished for cultivation of palm oil
plantation of PT DMIL; and approximately 5,000 ha area penggunaan lain
(APL) outside HPH and HTI.

(c) The land relinquishment process and the payment of compensation

(GRT/GRTT) was conducted by PT DMIL based on the location permit and
resolution adopted in a meeting of TIM WASDAL Kabupaten Musi Rawas in
1996, for which payment, a Minutes of Release/Compensation for the
Issuance of Land Statement Letter (Berita Acara Pembebasan/Uang
Pesangon Ganti Rugi Pembuatan Surat Keterangan Tanah) was signed by
several government representative officers, including Head of BPN of Musi
Rawas Regency, PT DMIL, and 188 people of village Bingin Rupit Ulu, Sub-
District Rupit, Regency Musi Rawas; for a free relinquishment of rights over
the land located at village Bingin Rupit Ulu, Sub-District of Rupit, Regency
of Musi Rawas, Province of South Sumatera; and their receipt of
compensation of their rights and SKT issued by Head of Bingin Rupit Village
and Head of Sub-District (Camat) Rupit.

No SKT available in the Data Room which supposed to be attached to the

said Minutes of Release/Compensation. There are only incomplete and
insufficient statement letters and receipts, namely 130 statement letters
and 39 receipts out of 188 people who signed the Minutes of
Release/Compensation.

No map attached to the Minutes of Release/Compensation which show the

location/position of the area being relinquished, so that we cannot verify
the location of the land being relinquished by PT DMIL.

We found a map of GRL/GRTT 2016 and plan 2017 prepared by PT DMIL

which states that until 2016 PT DMIL has paid GRL/GRTT for the total area
of 10,118.75 ha. In contrary, during the due diligence interview it was
clearly confirmed to us that there are other than (incomplete and
insufficient) documents evidencing the payment of GRT/GRTT back in 1996
as explained above, which if they are complete, covers the area of 376 ha,
no other documents evidencing the payment of GRT/GRTT by PT DMIL.
During the site visit with the head of Kertasari village, it was explained to

19
 us that the total area which have been released by PT DMIL since 1992 is ±
1,200 ha.

(d) The certificate of the HGU Land No. 4, dated 20 October 1998 was issued
by the Land Office of Musi Rawas Regency of South Sumatera Province for
the land area of 17,793.5 ha.

As clearly shown in the letter of measurement No.01/MURA/1998, (part of

the said certificate of HGU Land), Citation of Land Map of BPN of Musi
Rawas Regency No.12/MURA/1998, dated 20 October 1998, the HGU Land
is not an integrated plot of land, it is separated into 2 plots of land.
Based on our consultation with BPN the issuance of 1 land certificate for 2
separated plots of land is a rare administrative mistake. If the extension of
HGU is applied by PT DMIL there will be 2 land certificates to be issued to
cover such area.

(e) Copy of the HGU Land Certificate records that since 14 November 2016 the
land is encumbered with security interest (hak tanggungan) for the
interest of Lembaga Pembiayaan Ekspor Indonesia or Indonesian Eximbank
with the security value in the amount of Rp.615,000,000,000.-

Attached herewith as Attachment-4.E. of this Final Report, detail report regarding

process for obtaining HGU and issuance of land certificate of HGU Land to PT DMIL.

7. NEGLECTED LAND (TANAH TERLANTAR) AND REDUCTION OF HGU LAND AREA

Thirteen years after the issuance of the HGU Land Certificate; in August,
September, and October 2011 the Head of Regional Land Office of South of
Sumatera Province issued 3 (three) warning letters for the neglected land covering
an area of 8,229.9 ha (9,161.5 ha – in the 3rd warning letter) in the area of the HGU
Land. Each of such warning letters:

(a) were not supplemented with the maps showing the location/position of
the indicated neglected land;

(b) set out the obligation of PT DMIL to submit the progress report on use and
utilization of the neglected land every 2 (two) weeks to the Head of
Regional Land Office of South Sumatera Province and copied to the Head
of Regional Land Office of Musi Rawas Regency.

No progress report submitted by PT DMIL as required by the said warning letters

are available in the Data Room.

Only after PT Agro Investama Gemilang acquired PT DMIL (in October 2012) PT
DMIL responded the warning letters and processed this matter by sending a letter
dated 20 June 2013 to the Head of Land Office through the Deputy of Land Control
and Community Empowerment which requested BPN to re-examine the matter by

20
 observing the field activities conducted by PT DMIL, and considering potential
social-political land conflict of which may be arisen.

Based on the identification and re-examination conducted by the government

authority at the request of PT DMIL, the HGU Land can be released from database
on identified neglected land, provided that:

(a) The HGU Land holder relinquishes 4,088.59 ha for partnership activities
(kegiatan kemitraan); and

(b) The HGU Land holder may submit an application to revise the land area to
become 13,704.91 ha, based on Article 11 paragraph 1 of Government
Regulation No. 11/2010 through Deputi Bidang Hak Tanah, Pendaftaran
Tanah dan Pemberdayaan Masyarakat after the HGU Land owner
completely conducted the land relinquish.

Finally in November 2016, a Minutes of Land Relinquishment was signed by PT

DMIL before Head of BPN of Regency of Musi Rawas on 8 November 2016, which
states among other things 4,088.59 ha is relinquished to the State for local
partnership and delivers all evidence of possession or ownership. As consequence
the total area of HGU stated in the Certificate of HGU Land of PT DMIL was
corrected to become 13,704.91 ha.

It is stated in this Minutes of Land Relinquishment that the HGU Land is located at
villages of Maur Rupit, Pantai, RT Kadam, Beringin Rupit, Kr. Dapo I, II, Kertasari,
Batu Gajah, Maur Baru, Biaro Baru, Regency of Musi Rawas Utara (previously
known as: the Regency of Musi Rawas).

Attached herewith as Attachment-4.F. of this Final Report, detail report regarding

the indicated neglected land in the area HGU Land of PT DMIL.

8. PARTNERSHIP WITH LOCAL FARMERS/PLASMA AND POTENTIAL CLAIM ON THE

HGU LAND

From the DD Documents available in the Data Room, we found that there are 2
cooperatives (Koperasi) which establish a partnership for cultivating the plasma
area, namely KUD Pakar Maur and KSU Amanah. This information was confirmed
by PT DMIL during the due diligence meeting.

(a) Koperasi Unit Desa Pakar Maur (KUD Pakar Maur)

Cooperation between PT DMIL and KUD Pakar Maur is incorporated in

Deed No.1, dated 3 July 2006, made before H. Indraputra Jaya, SH, Notary
in Lubuklinggau.

KUD Pakar Maur signed this agreement on behalf of and therefore

represents 2,937 farmers members of KUD Pakar Maur, which names are
listed in the Decree of Regent of Musi Rawas dated 28 August 2003.

21
 Based on this deed, PT DMIL agreed to split 4,088.59 ha from its HGU Land,
whereby 2,937 ha to be relinquished to 2,937 plasma farmers for which
the plasma farmers shall pay the compensation to PT DMIL for the issuance
of land certificates with land ownership right (Sertifikat Hak Milik – “SHM”)
under the name of each plasma farmers; and the development of plasma
palm oil plantation and its facilities, which payment shall be directly off-set
with the sale price of the TBS to be sold by the plasma farmers to PT DMIL.

PT DMIL will bear all costs of such land relinquishment and development of
plasma palm oil plantation and its facilities.

We examined 615 SHM which were available in the Data Room during the
last days of our due diligence, each issued by to plasma farmers, each for
an area of approximately 9,000 m2. Despite the commitment of PT DMIL
to bear the cost for as detailed above, during the due diligence meeting we
had with PT DMIL, we were informed that the land certification is financed
by the Government Program (PRONA) and this far PT DMIL paid the tax for
the issuance of the SHM to each of the farmers.

The documents evidencing the said land certification funding by the

Government and tax has been paid by PT DMIL for the said land
certification were not available in the Data Room. Since the time
difference between the date of the agreement with KUD Pakar Maur
(2006) and the year of issuance of the SHM (2017), it is difficult to verify
whether the SHM are issued to the local farmers whose name are stated in
Decree of Regent of Musi Rawas dated
28 August 2003.

(b) Koperasi Serba Usaha Amanah (KSU Amanah)

Cooperation between PT DMIL and KSU Amanah is incorporated in

Cooperation Agreement for the Development of Palm Oil Plantation with
Partnership Method between PT DMIL and KSU Amanah, Deed No.43,
dated 28 June 2012, made before Rita Sang Dewi, S.H., Notary in Regency
of Musi Rawas.

Based on the said cooperation agreement KSU Amanah and PT DMIL

agreed to cooperate for developing the un-utilized palm oil plantation on
the HGU Land of PT DMIL in the total area of 430 ha by 430 plasma farmers
which are members of KSU Amanah, each for an area of 1 ha. The
members of KSU Amanah are the candidates of plasma farmers at Karang
Dapo I village, which have to be verified by KSU Amanah, which up to the
date of this Final Report has never been completed.

On 22 February 2012 the Government Regency of Karang Dapo facilitated a

meeting attended by PT DMIL and representative of communities of village
of Karang Dapo I which discussed the settlement of claim from the
communities of village of Karang Dapo I. The meeting was chaired by
Regent of Musi Rawas. For this settlement of claim (a) PT DMIL prepare a

22
 statement letter to settle such claim, copy of which is not available for our
examination; (b) the communities of village of Karang Dapo I agreed to
such statement; (c) PT DMIL can continue the development of the
plantation; and (d) the communities of village of Karang Dapo I agreed not
to make any claim to the development of palm oil plantation.

(c) Site Visit

(i) For the purpose of cross-checking our finding on the

implementation partnership between PT DMIL and local farmers
for the cultivation of plasma based on the agreements referred to
in points 1 and 2 above as well as potential claim on the HGU Land,
from 22 – 25 March 2017 SAP visited (a) villages surrounding HGU
Land, (b) Sub-Districts Karang Dapo and Muara Rupit, (c) KUD
Pakar Maur, (d) KSU Amanah, (e) the Government Regency of Musi
Rawas Utara..

From the site visit we can conclude that:

(1) there are claim from the local communities which remain
un-settled (at the villages of Karang Dapo, Rantau Kadam,
Maur);
(2) there are plasma area which have not been separated
from the HGU Land (at the villages of Karang Dapo, Rantau
Kadam, Pantai);
(3) there are several areas which have not been released and
compensated by PT DMIL (at the villages of Beringin Jaya,
Bingin Rupit, Maur, and Batu Gajah);
(4) there are plasma area which have not been certificated (at
the villages of Kertasari, Pantai, Bingin Rupit, Batu Gajah).

In view of the above, there are potential claim to PT DMIL from the
local communities to settle the existing claim which remain un-
settled, and/or to release and pay the compensation for the
release of land to local communities, and/or to complete the
separation of HGU Land and/or to complete issuance the
certificate of HM to the local communities.

Attached herewith as Attachment-4.G. of this Final Report, detail report regarding

the result of our site visit and courts confirmation.

9. PEAT SOIL RESTORATION PROGRAM AND ITS IMPACT TO THE ACTIVITIES OF PT

DMIL

The utilization of peat soil for palm oil plantation is subject to certain criteria of
area, classification of peat soil, and obligation of the business player to prevent,
handle, and recover the damaged peat ecosystem. Due to the National disaster of
burning forest in 2015, the Indonesian government seriously intent to recover the

23
damaged peat soil ecosystem by establishing Peat Soil Restoration Body (Badan
Restorasi Gambut – “BRG”) to accelerate the recovery program. BRG has issued
the Indicative Restoration Map (as defined below) and Work Plan Map (as defined
below), among others, based on the function of the peat soil determined as by the
Minister of Environment and Forestry.

Basically the utilization of peat soil, including any activities can be conducted on
the peat soil for palm oil plantation, will be much depend on the function of peat
soil.

To our view, the Indicative Restoration Map issued by BRG and the Work Plan Map
(which shows the zoning function of the peat soil) particularly issued for PT DMIL
shows that all areas of HGU of PT DMIL are peat domes (kubah gambut) within (a)
the blue (peat domes with canals) and green (peat domes without canals)
marked of restoration area which classified as the peat ecosystem with protection
function, and (b) the red marked of restoration area which set as the first priority
restoration.

(a) Utilization of Blue, Green, and Red Marked Restoration Area

(i) Based on the Work Plan Map, the blue (peat domes with canals)
and green (peat domes without canals) marked restoration area
of
PT DMIL HGU land is determined as the peat ecosystem with
protection function, therefore they can only be utilized for certain
limited activities, namely (i) research, (ii) science, (iii) education,
and (iv) environmental services, unless PT DMIL has the business
licenses and/or actively utilized and operated the peat ecosystem
before 12 September 2014.

The business license of PT DMIL was issued on 2008 and 2017, and
based on area statement of PT DMIL 31 December 2016, PT DMIL
has cultivated the total area of 6,198.41 ha. Consequently PT
DMIL can utilize the 6,198.41 ha cultivated area within HGU land
until the expiration of such licenses and subject to the
condition/limitation as detailed in points 2.(a) and (b) below.

(ii) As regards the red marked restoration area, it is set as the first
priority restoration due to fire in 2015 and therefore has to be
recovered within 30 days as from the damage is found, which time
of damage finding is determined by Directorate General of the
Environment, after the verification process with the company. The
relevant local government is entitled to determined third party to
recover the damage peat soil at the cost of the company if the
company fails to do the recovery within the said period. No

24
 clarity and certainty on the possibility to replant the area after
recovery.

(b) Limitation in Utilizing the Blue, Green, and Red Marked Restoration Area

Based on the Indicative Restoration Map issued by BRG, the peat

ecosystem with protection function includes, the peat domes (kubah
gambut) with canals (blue marked) and the peat domes without canals
(green marked).

The utilization of the said peat domes (kubah gambut) in the HGU area of
PT DMIL is also subject to the following limitation:

(1) If the peat domes (kubah gambut) within the area has been
cultivated, it can be harvested for 1 (one) cycle (satu daur) of the
plantation’s lifetime, therefore replanting after harvesting is
prohibited and the peat domes must be recovered by creating a
partition on the canal and a recovery in natural succession.

(2) In the case of un-successful natural succession, at the request of

the Director General of the Environment, the peat domes (kubah
gambut) must be planted with native plant species (tanaman asli)
as listed in the annex of the Peat Recovery Guidelines (as defined
below), which does not include palm oil and rubber.

Please be advised that PT DMIL is entitled to verify the Indicative

Restoration Map and the Work Plan Map, which includes the
determination of function of peat soil.

(c) Land Swap Entitlement

If 40% or more of concession area of the company/business undertaker is

determined as peat ecosystem with protection function, which we believe
is relevant to PT DMIL, PT DMIL is entitled to apply for land swap (lahan
usaha pengganti) to the Government of Republic of Indonesia. However,
the Government of Republic of Indonesia is still working on the regulation
of mechanism to apply for land swap and there is no certainty on where
the land swap is provided or the regulation of such mechanism is expected
to be promulgated.

Based on our consultation with the relevant officer of BPN Jakarta, the land
swap entitlement is still controversy in the discussion amongst the relevant
government institutions. One of the topics of discussion is the importance
to give certainty on the security enforcement to the bank/financial
institution that hold security for funding to the plantation company.

25
 Therefore, there is no certainty when the implementation regulation will
be issued.

(d) Possibility to Obtain the Extension of HGU Land Certificate

Can the HGU certificate holder obtain the extension of the HGU land
certificate if before the end of the harvesting cycle the HGU Land
certificate is expired ?

There is no regulation issued particularly deal with this matter.

Based on our consultation with the relevant officer of BPN Jakarta, there is
no certainty whether the extension of HGU certificates covering the peat
soil with protection function in case that before the end of the harvesting
cycle the HGU Land certificate is expired can be obtained. It will depend
on the follow up discussion between the Ministers.

(e) Conclusion and Recommendation

In view of the above analysis PT DMIL business in the HGU area is legally
possible, however it is not sustainable and costly since:

(1) the utilization of the blue (peat domes with canals) and green
(peat domes without canals) marked restoration area in HGU land
is limited to total area of 6,198.41 ha which has already been
cultivated, and PT DMIL can harvest until the harvesting age of the
plant (1 (one) cycle of the plantation’s lifetime) with the
prohibition of replanting after harvesting, and the peat domes
must be recovered by creating a partition on the canal and a
recovery in natural succession, or in case of un-successful natural
succession, must be planted with native plant species (tanaman
asli), which does not include palm oil and rubber; and

(2) the blue (peat domes with canals) and green (peat domes
without canals) marked restoration area in HGU land which has
not been cultivated by PT DMIL can only be utilized for research,
science, education, and environmental services; and

(3) the red marked restoration area has to be recovered at the cost of
PT DMIL, without the clarity and certainty on the possibility to
replant the area after recovery.

We strongly recommend (1) to check the coordinate to ensure the position

and total area which is deemed to be under the restoration program; and
(2) that the verification of the Indicative Restoration Map and the Work

26
 Plan Map (which includes the determination of function of peat soil) shall
be one of the conditions precedent for the Acquisition (of PT DMIL).

Please be advised that the function map of peat soil ecosystem is subject
to 6 months revision by Director General of Pollution Management and
Damaged Environment (Direktur Jenderal Pengendalian Pencemaran dan
Kerusakan Lingkungan) on behalf of Minister of Environment and Forestry.

Since this Peat Recovery Guidelines was recently issued and no

socialization been made for its implementation particularly regarding the
land swap entitlement and the replanting possibility of the red marked
restoration area after recovery, the up-dated consultation with the
relevant officer of the Ministry of Environment and BRG is necessary.

Attached herewith as Attachment-4.H. of this Final Report, detail report regarding

Peat Soil Restoration Program and its impact to the activities of PT DMIL

10. LITIGATION CONFIRMATION

We are also process the obtaining of confirmation from:

(a) BPN Musi Rawas and BPN South of Sumatera to obtain the confirmation of
land records maintained by the relevant BPN regarding the HGU Land; and

(b) the District Courts of Lubuk Linggau, Administrative and Industrial

Relations Courts of Palembang, Commercial Court, and Indonesian
National Arbitration (Badan Arbitrase Nasional Indonesia – “BANI”) to find
out any pending claim or threatened litigation against PT DMIL, or
threatened litigation in which PT DMIL were involved, and any other
contingent liabilities that PT DMIL may have, including claim from the local
government and local communities on the HGU land owned by PT DMIL.

It is confirmed by the District Court of Lubuk Linggau, Administrative and

Industrial Relations Courts of Palembang, and BANI that since April 2014
until March 2017, PT DMIL is not registered as a party in any case at the
case register at the relevant courts.

To date we have not received the confirmation letters from the

Commercial Court, BPN Musi Rawas; and BPN South of Sumatera.

Attached herewith as Attachment-4.I. of this Final Report, detail report

regarding courts confirmation.

27
E. FINAL REPORT OF THE LEGAL DUE DILIGENCE - DETAIL FINAL REPORT
Detail Final Report is divided into 10 chapters as follows:
1. Establishment and Corporate Status
2. Line of Business, Certification and Licensing
3. Capital Structure
4. Shareholders and Shareholding Composition
5. Ownership of HGU Land and Process of Obtaining Cultivation Right (HGU) and
Issuance of Land Certificate of the HGU Land (Certificate of HGU)
6. Neglected Land (Tanah Terlantar) – Reduction of HGU Land Area
7. Partnership with Local Farmers/Plasma and Potential Claim on the HGU Land
8. Peat Soil Restoration Program and Its Impact to the Activities of PT DMIL
9. Litigation Confirmation

Attached herewith as detailed report in Attachment-4 of this Final Report.

Should you have any question regarding this Final Report, please feel free to contact us.

Best Regards,

SAP ADVOCATES

Rieke Savitri, SH. Muhammad Jamsik, SH.

28
 Attachment

Attachment-1 Definition ……………………………………………………………………………………..............30

Attachment-2 List of DD Documents ……………………………………………………………………………....33

Attachment-3 Assumptions and Qualifications ……………………………………………………………....58

Attachment-4 Detail Final Report ………………………………………………………………………………......60

Attachment-5 Summary of Site Visit Report conducted by SAP on 22 – 25

March 2017 to (a) villages surrounding HGU Land, (b) Sub-
Districts Karang Dapo and Muara Rupit, (c) KUD Pakar Maur,
and (d) KSU Amanah....................................................................................94

Attachment-6 Indication Map of Peat Soil Restoration (Peta Indikatif Restorasi

Gambut) issued by Chairman of BRG..........................................................101

Attachment-7 Work Plan Map particularly issued for PT DMIL by BRG.............................102

Attachment-8 HGU Clarification Report prepared by SIPEF...............................................103

29
 Attachment-1

DEFINITION

“AOA” shall mean the Articles of Association of any Indonesian company which contain the
corporate information of the company, such as name, purpose, objective, and business activities,
domicile, capital structure, the company’s organ, shares transfer provisions, provisions regarding
how the company is operated, managed by the Board of Directors, and supervised, by the Board of
Commissioersincluding limitation of board of directors authority.

“Acquisition” shall mean a legal action to be conducted by the Company to acquire 95% of the
total issued shares of PT DMIL which results in the transfer of control of PT DMIL to the Company
as a new (controlling) shareholder.

“Acquisition Regulation“ shall mean Government Regulation No.27/1998 regarding Merger,

Consolidation, and Acquisition of Limited Liability Company.

“Acquisitions Requirements” shall mean the requirements to be complied with for the Acquisition
based on the Indonesian Company Law and Acquisition Regulation.

“BKPM” shall mean Capital Investment Coordinating Board of the Republic of Indonesia.

“BRG“ or Peat Soil Restoration Body (Badan Restorasi Gambut) shall mean a non-structural
institution directly responsible to President established in January 2016 for 5 (five) years term of
office with the authority to coordinate and facilitate the restoration of peat soil in South Sumatera,
as well as Riau, Jambi, West Kalimantan, Central Kalimantan, South Kalimantan, and Papua.

“BPN” shall mean National Land Agency (Badan Pertanahan Nasional of the Republic of Indonesia.

“CPO” shall mean crude palm oil.

“Company” shall mean PT. Tolan Tiga.

“Data Room” shall mean the data room where the DD Documents are available for our
examination/review, located at the office of PT Agro Investama Gemilang (the majority shareholder
of PT DMIL).

“DD Documents” shall mean the documents of PT DMIL that we requested and available in the
Data Room, and we have already examined/reviewed in the course of legal due diligence
conducted by SAP in relation to the plan of the Acquisition prior to the date of this Final Report.

“Final Report” shall mean this final legal due diligence report.

“GRTT” or Ganti Rugi Tanam Tumbuh shall mean compensation for grown crop.

“GRT” of Ganti Rugi Tanah shall mean compensation for land owner.

“HGU” shall mean land with cultivation right.

30
“HGU Land” shall mean two plots of land with right to cultivate (hak guna usaha) totaling to
13,704.91 ha located in Regency of Musi Rawas, Province of South Sumatera, registered under the
name of PT DMIL, as evidenced by HGU Land Certificate No.04/1998.

“HM” shall mean land with right of ownership.

“IUT/IUP” or Izin Usaha Tetap/Perkebunan shall mean permanent business license issued by BKPM.

“Indonesian Capital Investment Law” shall mean Law No. 25/2007 regarding Capital Investment.

“Indonesian Company Law” shall mean Law No. 40/2007 regarding Limited Liability Company

“IP” or Izin Prinsip shall mean principle license issued by BKPM.

“Indicative Restoration Map” or Peta Indikatif Restorasi Gambut shall mean an indicative
restoration map issued by the chairman of BRG in September 2016, attached to the Decree of the
Head of BRG No.SL.05/BRG/KPTS/2016 regarding Determination of Indicative Peat Soil Restoration.

“LKPM” or Laporan Kegiatan Penanaman Modal shall mean Capital Investment License and Report
on the Capital Investment Activities.

“Mandated Ministerial Regulations” shall mean Regulation of Minister of Environment and

Forestry, among others, concerning the zoning determination of protection and cultivation
functions of peat ecosystem area (for the purpose of land clearing) for certain plants, being Peat
Ecosystem Function Determination Regulation; and technical guidelines for recovery of peat
ecosystems function, as mandated by the Peat Ecosystem Regulation, being Peat Recovery
Regulation.

“MOLHR” shall mean the Ministry of Laws and Human Rights of the Republic of Indonesia (or
previously known as Minister of Law).

“NPWP” or Nomor Pokok Wajib Pajak shall mean Tax Registration Number.

“Peat Ecosystem Regulation” shall mean Government Regulation No.71/2014, as amended by

Government Regulation No.57/2016 on Protection and Management of Peat Ecosystem.

“Peat Ecosystem Protection and Management Plan” shall mean District/Municipality Plan on
Protection and Management of Peat Ecosystem for peat ecosystem in district area formulated and
determined by regent/mayor based on technical consultation and approved by Minister of
Environment.

“Peat Ecosystem Function Determination Regulation” shall mean the Minister of Environment
Regulation No.P.14/MENLHK/SETJEN/KU.01/2/2017 promulgated on 27 February 2017 concerning
Guidelines for Inventory and Function Determination of Peat Ecosystem as mandated by Peat
Ecosystem Regulation.

31
“Peat Recovery Regulation” shall mean the Minister of Environment Regulation
No.P.16/MENLHK/SETJEN/KU.01/2/2017 promulgated on 27 February 2017 concerning the
Technical Guidelines for Recovery of Peat Ecosystems Function as mandated by Peat Ecosystem
Regulation.

“PMA Company” or perusahaan penanaman modal asing shall mean foreign investment company
established under Capital Investment Law.

“PMDN Company” or perusahaan penanaman modal dalam negeri shall mean domestic
investment company established under Capital Investment Law.

“PT DMIL” shall mean PT Dendymarker Indahlestari, a domestic investment oil palm plantation
company.

“SAP” shall mean SAP Advocates, having the registered office at Grand Slipi Tower 9th Floor, Suite H
& I, Jl. Letjend. S. Parman Kav. 22-24, Jakarta 11480.

“SIUP” or Surat Izin Usaha Perdagangan shall mean Trading Business License.

“SPUP” or Surat Pendaftaran Usaha Perkebunan shall mean letter of business registration issued by
Directorate General Plantation on behalf of Minister of Agriculture and Forestry for plantation and
processing industry business.

“SKT” or Surat Keterangan Tanah shall mean statement letter regarding land status issued by local
government authority as initial evidence of land possession and/or ownership.

“SPH” or Surat Pengakuan Hak shall mean statement letter regarding land status issued by local
government authority as initial evidence of land possession and/or ownership.

“TBS” or tandan buah segar shall mean fresh palm fruits.

“TDP” or Tanda Daftar Perusahaan shall mean Company Registry.

“Weekly Report” shall mean a weekly legal due diligence report on the DD Documents prepared by
SAP for the Acquisition.

“Work Plan Map” shall mean the detail of the Indicative Restoration Map which consist of the
restoration work plan map for (a) zoning functions of cultivation and protection of peat ecosystem,
(b) planning governance peat ecosystems; and (c) construction planning to wet the peat.

32
 Attachment-2

LIST OF DD DOCUMENTS

List of Documents related to Due Diligence on PT Dendymarker Indahlestari

(“PT DMIL”)

NO. DOCUMENTS REMARKS

A. Status of Right of Cultivation/Hak Guna Usaha (“HGU”) and date of expiry
1. HGU
1.1. Location Permit/Izin Lokasi dan Coordinate Map available
Keputusan Kepala Kantor Pertanahan Kabupaten Musi Rawas No.
003/SK-IL/MURA/1995 tertanggal 26 April 1995, yang
dikeluarkan oleh Kepala Kantor Pertanahan Kabupaten Musi
Rawas perihal pemberian izin Lokasi untuk Keperluan Perkebunan
Kelapa Sawit a.n PT Dendimaker Indahlestari.
Surat Keputusan Kepala Kantor Pertanahan Kabupaten Musi
Rawas No. 008/SK-IL/MURA/1995 tanggal 25 Oktober 1995
perihal Revisi Surat Keputusan Lokasi No. 003/SK-IL/MURA/1995
tanggal 26 April 1995 dari 24.000 Ha. Menjadi 19.000 Ha. Yang
dikeluarkan oleh Kepala Kantor Pertanahan Kabupaten Musi
Rawas.
1.2. The Extension of Location Permit available
Keputusan Kepala Kantor Pertanahan Kabupaten Musi Rawas
No. 17/SK-ILP/MURA/1997 tentang Pemberian Perpanjangan Izin
Lokasi untuk Keperluan Perkebunan Kelapa Sawit PT
Dendymarker Indahlestari tertanggal 14 Juni 1997, yang
dikeluarkan oleh Kepala Kantor Pertanahan Kabupaten Musi
Rawas.
1.3. Application Letter regarding Land Measurement to National Land n/a
Agency/Badan Pertanahan Nasional (“BPN”)
1.4. Letter BPN Regional Office/Provinsi to BPN Republic of Indonesia available
(RI) regarding Recommendation of Land Measurement
Surat dari Badan Pertanahan Nasional Kantor Wilayah Provinsi
Sumatera Selatan ditujukan kepada Menteri Negara Agraria/
Kepala Badan Pertanahan Nasional No. 540.1/3838/26 tertanggal
30 Mei 1998, perihal Permohonan Hak Guna Usaha a.n PT
Dendymarker Indahlestari atas areal yang terletak di Kec. Muara
Rupit dan Karang Dapo, Kabupaten Musi Rawas Propinsi
Sumatera Selatan.
1.5. Letter of BPN RI to BPN Regional Office/Provinsi regarding n/a
Recommendation of Land Measurement
1.6. Cadastral Map of BPN Regional Office/Provinsi n/a
Surat Ukur No.01/MURA/1998, Kutipan Peta Bidang Tanah
Kantor Badan Pertanahan Kabupaten MUsi Rawas
No.12/MURA/1998, tanggal 20 Oktober 1998

33
NO. DOCUMENTS REMARKS
1.7. Application for HGU to BPN Regional Office/Provinsi n/a
1.8. The Establishment of Committee B/Panitia B by BPN n/a
1.9. Minutes of Measurement Result by Panitia B available
Risalah Pemeriksaan Tanah Panitia Pemeriksaan Tanah “B”
Tingkat I Provinsi Sumatera Selatan, tertanggal 13 Mei 1998.
1.10. Application for the Issuance of HGU Certificate from Company to n/a
BPN
1.11. Decree regarding HGU available
Keputusan Menteri Negara Agraria/Kepala Badan Pertanahan
Nasional No. 38/HGU/BPN/98 mengenai Pemberian Hak Guna
Usaha Atas Tanah Terletak di Kabupaten Musi Rawas Provinsi
Sumatera Selatan tertanggal 26 Juni 1998, yang dikeluarkan oleh
Menteri Negara Agraria/Kepala Badan Pertanahan Nasional.
Keputusan Menteri Negara Agraria/Kepala Badan Pertanahan
Nasional No. 38/HGU/BPN/98/A/51 tentang Ralat Surat
Keputusan menteri Surat Negara Agraria/Kepala Badan
Pertanahan Nasional tanggal 26 Juni 1998 No. 38/HGU/BPN/98
tertanggal 21 September 1998 yang dikeluarkan oleh Menteri
Negara Agraria / Kepala Badan Pertanahan Nasional.
1.12. Provision regarding Regional Levy/Surat Ketetapan Retribusi n/a
Daerah (SKRD) of Regency Government
1.13. Regional Levy Deposit Letter/Surat Setoran Retribusi Daerah n/a
(SSRD) to Regency Government
1.14. Proof of Levy Payment/Bukti Pembayaran Retribusi n/a
1.15. HGU Certificate from BPN (map/Ha/Date/security) available
sama dengan 1.20.
1.16. Technical Recommendation Letter from Plantation Agency/Dinas n/a
Perkebunan of Regency Government
1.17. Minute of Border shaft by BPN upon the HGU land borders n/a
1.18. BPN Warning Letter related to the Neglected Land within HGU available
Land
Surat Peringatan BPN RI Kantor Wilayah Provinsi Sumatera
Selatan No. 2763/500.16/VIII/2011 tertanggal 23 Agustus 2011
ditujukan kepada PT Dendimaker Indahlestari perihal surat
peringatan I (8.228,9 ha).
Surat Peringatan BPN RI Kantor Wilayah Provinsi Sumatera
Selatan No. 3132.18/500-16/IX/2011 tertanggal 23 September
2011 ditujukan kepada PT Dendimaker Indahlestari perihal surat
peringatan II (8.228,9 ha).
Surat peringatan BPN RI kantor Wilayah Provinsi Sumatera
Selatan No. 3874/500-16/X/2011 tertanggal 24 Oktober 2011
ditujukan kepada PT Dendimaker Indahlestari perihal Surat
Peringatan III (9.161,5 ha).
Surat Tugas dari BPN RI Kantor Wilayah Provinsi Sumatera
Selatan No. 61/St.16.500/I/2014 tertanggal 8 Januari 2014, yang
dikeluarkan oleh An. Kepala Kantor Wilayah Badan Pertanahan
Nasional Provinsi Sumatera Selatan Kepala Bidang Pengendalian

34
NO. DOCUMENTS REMARKS
Pertanahan dan Pemberdayaan Masyarakat.
Surat dari BPN RI Kantor Wilayah Provinsi Sumatera Selatan
ditujukan kepada Deputi Bidang Pengaturan dan Pengendalian
Pertanahan No. 667/500-16/IV/2014 Tertanggal 4 Maret 2014
perihal usulan untuk mengeluarkan dari basis data tanah
terindikasi terlantar.
Surat dari BPN RI ditujukan kepada Kepala Kantor Wilayah BPN
Provinsi Sumatera Selatan No.4079/23.3-400/X/2014 tertanggal
24 Oktober 2014 perihal tindak lanjut tanah teridentifikasi
terlantar Hak Guna Usaha No. 04 atas nama PT Dendymarker
Indahlestari, seluas 17.793,5 Ha yang terletak di Desa Muara
Rupit Pantai, Rt Kadam, Bingin Rupit, Karang Dapo 1, Karang
Dapo 2, Kertasari, Maur Baru, Biaro Baru, Kecamatan Muara
Tupit, Kabupaten Musi Rawas, Provinsi Sumatera Selatan, yang
dikeluarkan oleh a.n. Kepala Badan Pertanahan Nasional Republik
Indonesia Deputi Bidang Pengaturan dan Pengendalian
Pertanahan.
Surat BPN RI KANWIL Prov. Sumatera selatan ditujukan kepada
Menteri Agraria dan Tata Ruang/ Kepala BPN No. 214/500-
16/I/2015 tertanggal 23 Januari 2015 perihal mohon ijin
pelepasan tanah dari Hak Guna Usaha PT Dendymarker
Indahlestari (DMIL) seluas 4.088,59 Ha, yang dikeluarkan oleh
Kepala Kantor Wilayah BPN Provinsi Sumatera Selatan.
Surat Kementerian Agraria dan Tata Ruang / BPN yang ditujukan
kepada Kepala Kantor Wilayah BPN Provinsi Sumatera Selatan
No. 2327/16.1-300/V/2016 tertanggal 17 Mei 2016 perihal surat
pelimpahan pekerjaan (SPP) pengukuran keliling seluas 4.088,59
Ha diatas HGU No. 4/Kab. Musi Rawas atas nama PT
Dendymarker Indahlestari untuk kegiatan Reformasi Agraria,
yang dikeluarkan oleh A.n Menteri Agraria dan Tata Ruang/
Kepala Badan Pertanahan Nasional Plt. Direktur Jenderal
Infrastruktur Keagrariaan.
1.19. Response
\ Letter of Company related to the Neglected Land within available
HGU Land
Surat PT Dendimarker Indahlestari No. 001/DMIL/VI/2013
tertanggal 20 Juni 2013 ditujukan kepada Kepala BPN RI
mengenai Permohonan untuk melakukan penilitian ulang
terhadap permasalahan HGU No. 4 tahun 1998.
Surat Presdir DMIL No. 066/PRL/PT/DMIL/VII/2016 tanggal 20 Juli
2016 perihal revisi luas pada HGU No. 4 PT DMIL menyatakan
bersedia melepaskan sebagian hak dan koreksi dari 17.795,5 Ha
menjadi 13.704,91 Ha.
Berita Acara Pelepasan Hak No. 1187/300.6-16.5/BAPH/XI/2016
tertanggal 8 November 2016 yang dikeluarkan oleh Kepala Kantor
Pertanahan Kabupaten Musi Rawas yang berisi pernyataan
PT DMIL untuk melepaskan 4.088,59 ha tanah kepada Negara
untuk kegiatan kemitraan dan menyerahkan seluruh alat bukti

35
NO. DOCUMENTS REMARKS
penguasaan atau kepemilikan, yang ditandatangani oleh PT
DMIL, Kepala Kantor Pertanahan Kabupaten Musi Rawas, dan
diketahui oleh Kepala Sub Bagian Tata Usaha a/n. Kepala Kantor
Pertanahan Kabupaten Mura.
1.20. HGU Certificate from BPN (map/Ha/Date/security) available
sama dengan 1.15.
Sertifikat Hak Guna Usaha No. 04 tahun 1998 untuk daerah Kab.
Musi Rawas, Provinsi Sumatera Selatan tertanggal 20 Oktober
1998.

Surat Ukur No.01/MURA/1998, Kutipan Peta Bidang Tanah

Kantor Badan Pertanahan Kabupaten MUsi Rawas
No.12/MURA/1998, tanggal 20 Oktober 1998
Surat Keterangan Pendaftaran Tanah No. 61/300.7-16.5/IV/2016
tertanggal 5 April 2016, yang dikeluarkan oleh Plt. Kepala Kantor
Pertanahan Kabupaten Musi Rawas, yang memuat informasi
sebagai berikut:
(a) SHGU No.04 ini dibebani Hak Tanggungan peringkat I
sebesar Rp.473.862.500.000 untuk CIMB;
(b) pada awal tahun 2012 HGU ini telah diusulkan sebagai tanah
terlantar, yang setelah ditindaklanjuti dapat dikeluarkan dari
basis data (tanah terlantar) seluas 4.088,59ha untuk
kegiatan kemitraan.

Catatan:
Hak Tangggungan dimaksud pada butir (a) di atas telah diroya
dan telah dipasang Hak Tangggungan (baru) peringkat I sebesar
Rp.615 milyar untuk kepentingan Indonesia Eximbank Jakarta.
1.21. Data of Company’s HGU area borrowed and used by the Third n/a
Party
1.22. Agreement of the HGU area borrowed and used by the Third n/a
Party
1.23. Statement Letter concerning Land/Surat Keterangan Tanah available
(“SKT”) as mentioned in Minute of Tidak ada Dokumen
Land
Acquisition/Compensation for Bingin Rupit and other area (ifSKT, hanya ada:
any). -Dokumen Berita
Acara Pelepasan Hak
Surat Pernyataan tersebut berisi pernyataan penerimaan uang dan Daftar Hadir;
pesangon ganti rugi pembuatan SKT di atas lahan perkebunan -Surat Pernyataan,
kelapa sawith PT DMI. hanya ada 130 dari
keseluruhan 188
orang yang
menandatangani
Berita Acara di
bawah ini; dan
-Kuitansi
sebagaimana

36
NO. DOCUMENTS REMARKS
diperinci di bawah
ini.
Berita Acara Pembebasan/Uang Pesangon Ganti Rugi Pembuatan Melampiri Berita
Surat Keterangan Tanah (SKT tahun 1994) Di Atas Lahan Acara ini,
Perkebunan Kelapa Sawit DMIL tanggal 20 September 1996. diantaranya Daftar
Hadir, yang hanya
Merupakan pernyataan dari 188 masyaratkat desa Bingin Rupit ditandatangani oleh
Ulu, Kecamatan Rupit, Kabupaten Musi Rawas, yang berisi: 13 orang:
(a) pernyataan telah menerima ganti rugi/uang pesangon, -3 orang dari Pemda
berikut SKT yang dikeluarkan oleh Kepala Desa Bingin Rupit Tk.II;
Ulu dan Camat Rupit; -Camat Rupit;
(b) pernyataan bahwa tanda tangan 188 masyarakat desa -4 orang dari PT
Bingin Rupit Ulu tersebut dapat menjadi bukti pelepasan DMIL;
hak/kuitansi pembayaran rugi/uang pesangon atas hak -1 orang dari Polsek
mereka; dan Rupit;
(c) pernyataan lepasnya hubungan hukum masyarakat desa -1 orang dari BPN;
tersebut atas tanah/tanam tumbuh yang tercantum dalam dan
SKT; -3 orang dari
untuk pembangunan perkebunan kelapa sawit yang dikelola oleh KORAMIL Rupit.
PT Dendymarker Indahlestari.
1.24. Proof of payment related to the SKT for 149 person in 1994. e.g available
Proof of payment received from Committee of Supervisory and Hanya ada 39
Control/Pengawasan dan Pengendalian (“WASDAL”) TK II, Musi Kwitansi, dari
Rawas, dated 4 October 1996. keseluruhan 188
orang yang
menandatangani
Berita Acara di atas.
1.25. All SKT for 188 persons, e.g SKT n/a
No.SKT593.2/3/SKT/KEC.RPT/1994 dan SKT Tidak ada Dokumen
No.SKT593.2/8/SKT/KEC.RPT/1994. SKT, hanya ada: -
Dokumen Berita
Acara Pelepasan Hak
dan Daftar Hadir;
-Surat Pernyataan;
Surat Pernyataan;
dan
-Kuitansi
sebagaimana
diperinci di atas.
1.26. Minute of Committee C/Panitia C for the land that have been available
indicated as neglected land in 2011.
Laporan identifikasi penelitian penertiban tanah terlantar di
Provinsi Sumatera Selatan oleh BPN RI tertanggal 25 April 2011.
1.27. Copy of HGU map (to be carried out during site visit) available

2. Right to Building/Hak Guna Bangunan (“HGB”)

37
NO. DOCUMENTS REMARKS
2.1. sertifikat HGB POM n/a
Tidak ada HGB, PKS
terletak d iarea HGU.
2.2. perpanjangan HGB POM
2.3. sertifikat HGB bangunan lainnya n/a
Tidak ada HGB,
bangunan lain
2.4. perpanjangan HGB bangunan lainnya terletak di area HGU.

2.5. klaim atas HGB POM / bangunan lainnya n/a

3. Plantation Business License/Izin Usaha Perkebunan (“IUP”)
3.1. IUP Inti (Ha/Type of Plant/Factory) available
Surat dari Menteri Pertanian kepada PT DMIL No.
HK.350/E5.770/11.94 tanggal 24 November 1994 perihal
Persetujuan Prinsip Usaha Perkebunan Kelapa Sawit seluas
34.000 ha di Kecamatan Rawas Ilir, Muara Rupit dan Muara
Lakitan, Kabupaten Mus Rawas, Provinsi Sumatera Selatan.
Surat Keputusan Gubernur Sumatera Selatan No.593/01771/I
tanggal 21 April 1995 perihal Persetujuan Izin Prinsip.
Surat Menteri Pertanian No.HK.350/E5.275/04.96 tanggal 25
April 1996 kepada DMIL perihal perpanjangan persetujuan prinsip
usaha perkebunan yang ke-1 Tahun II untuk kelapa sawit seluas
34.000 ha di Kecamatan Rawas Ilir, Muara Rupit dan Muara
Lakitan, Kabupaten Musi Rawas, Provinsi Sumatera Selatan.
Surat Pendaftaran Usaha Perkebunan No.33/Mentanhut-VII/2000
tanggal 9 Oktober 2000 dikeluarkan oleh Dirjen Perkebunan atas
nama Menteri Pertanian dan Kehutanan.
Surat Keputusan Bupati Musi Rawas No.575 Tahun 2008 tanggal
28 Mei 2008 tentang Pemberian Izin Usaha Perkebunan –
Pengolahan (IUP-P).
Surat Keputusan Bupati Musi Rawas No.576 Tahun 2008 tanggal
28 Mei 2008 tentang Pemberian Izin Usaha Perkebunan –
Budidaya (IUP-B).
3.2. IUP for Plasma Sama dengan 3.1.
3.3. Levy n/a
3.4. Periodic Report available
Surat DMIL No. 000.183/PT.DI-GM/X/2016 tanggal 11 Oktober
2016 perihal laporan progress perkembangan perusahaan besar
swasta (PBS) kepada Kadis Perkebunan Provinsi Sumsel dan Kadis
Kehutanan dan Perkebunan Kab. Muratara untuk semester I:
January-june 2016.
3.5. Inti Land Statement available
Areal statement (INTI) dan areal statement (PLASMA) per 31
Desember 2016 dibuat oleh DMIL.
3.6. Certification for Plasma Area (HGU/Right of Ownership - Sertifikat available
Hak Milik (“SHM”) Sudah diterima
hanya 615 SHM dari

38
NO. DOCUMENTS REMARKS
tanah plasma,
masing-masing
seluas ±9.000m2.
3.7. Permanent Business License following the obtaining Izin Prinsip available
PMDN No.109/1/IP/PMDN/2013 tanggal 27 November 2013.

Keputusan Kepala Dinas Penanaman Modal dan Pelayanan For inti and plasma
Terpadu Satu Pintu, Propinsi Sumatera Selatan
No.2/16/IU/PMDN/2017 tentang Izin Usaha Perkebunan (IUP)
tanggal 15 Maret 2017.
3.8. Surat Kadin Perkebunan Tk I Sumatera Selatan No.893/140/Perke n/a.
tanggal 17 Februari 1998 dan Surat Keterangan Bupati Kepala
Daerah Tk II Musi Rawas No.593/33/TP tanggal [tidak ada
tanggal] Maret 1998 sebagaimana dimaksud dan tercantum
dalam Surat BPN No.540.1/3838/26 tanggal 30 Mei 1998.
3.9. Pemberitahuan perubahan pemilikan kepada pihak yang n/a.
berwenang terkait dengan izin usaha perkebunan sejak awal
sampai dengan sekarang.
4. Forest Area/Kawasan Hutan
4.1. Letter regarding Acquisition of Forestry available
Berita Acara Persetujuan Bersama Panitia Tata Batas Hutan
dalam Kelompok Hutan Produksi yang dapat dikonversi Lembah
Liam (Bingin Teluk) Kabupaten Musi Rawas, Provinsi Sumsel
seluas ±15.000 ha, tanggal 6 Desember 1997.
Berita Acara Pengumuman Pemancangan Batas Kawasan Hutan
yang akan dilepaskan untuk perkebunan DMIL, tanggal 18
Desember 1997.
Berita Acara Tata Batas Kawasan Hutan yang akan dilepas untuk
tujuan perkebunan atas nama DMIL tanggal 20 Desember 1997.
Surat Keputusan Menteri Kehutanan No.3/Kpts-II/1997 tanggal 5
Januari 1998 tentang Pelepasan Sebagian Kawasan Hutan Yang
Terletak di Kelompok Hutan Bingin Teluk, Kabupaten Musi Rawas,
Provinsi Sumatera Selatan.
4.2. Surat DISHUT/BPKH bahwa area HGU diluar kawasan n/a
hutan/berada di APL Ada di pemerintah
pusat, SK pelepasan
diterbitkan sebelum
undang-undang
otonomi daerah.
4.3. Surat keterangan di luar moratorium n/a
5. Wood Utilization Permit/ Izin Pemanfaatan Kayu (“IPK”)
5.1. Surat izin pemanfaatan kayu (IPK) available
Surat Keputusan Kepala Kanwil Departemen Kehutanan Sumsel
No.107/Kpts/Kwl-1/1998 tanggal 16 Maret 1998 tentang Izin
Pemanfaatan Kayu pada areal perkebunan DMIL di Kabupaten
Musi Rawas oleh INHUTANI
5.2. Retribusi n/a

39
NO. DOCUMENTS REMARKS
5.3. Laporan pemanfaatan kayu available
Perjanjian Kerjasama Pemanfaatan Kayu Bulat antara PT
INHUTANI V (Persero) dengan DMIL No.12/IHT-V/KSP.IPK/98
tanggal 18 Maret 1998 antara PT INHUTANI V dan DMIL,
sebagaimana diubah dengan Adendum No.43/IHT-
V/ADD/KSP.IPK/98 tanggal 23 Oktober 1998.
6. Land Clearing (if any)
6.1 Masa berlaku n/a
Di Kabupaten Musi
6.2 Retribusi Rawas Utara belum
ada perizinan terkait
6.3 Laporan pemanfaatan kayu pembukaan lahan.

7. Plasma Plantation (if any)

7.1. Sertifikat HGU/izin lokasi (Ha/%/kondisi tanaman/ apakah masuk available
dalam HGU inti) Sama dengan A-3.6.
7.2. IUP available
sama dengan A-3.1,
A-3.2., dan A-3.7.
7.3. Peta+Koordinat available
Surat Ukur No.01/MURA/1998, Kutipan Peta Bidang Tanah
Kantor Badan Pertanahan Kabupaten MUsi Rawas
No.12/MURA/1998, tanggal 20 Oktober 1998
7.4. Perjanjian inti & plasma available
Akta Perjanjian No.1 tanggal 3 Juli 2006, antara PT DMIL dan
Koperasi Unit Desa Pakar Maur, dibuat dihadapan Haji Indraputra
Jaya, SH, Notaris di Lubuklinggau.
Akta Perjanjian Kerjasama Pembangunan Kebun Kelapa Sawith
Pola Kemitraan No.43 tanggal 28 Juni 2012, antara PT DMIL dan
Koperasi Serba Usaha Musi Rawas, dibuat dihadapan Rita Sang
Dewi, SH, Notaris di Kabupaten Musi Rawas.
7.5. Sertifikat tanah plasma sebagai jaminan n/a
Belum pernah
dijaminkan.
7.6. Surat DISHUT/BPKH bahwa area plasma di luar kawasan n/a
hutan/berada di APL Ada dipemerintah
pusat, SK pelepasan
diterbitkan sebelum
undang-undang
otonomi daerah.
7.7. Dokumen pinjaman bank terkait plasma n/a
Belum pernah
dijaminkan.
7.8. Area statement plasma available
Sama dengan 3.5.
B. Current Litigation/Claims/the Impact to the Land Ownership
1. Case Study/Studi Kasus

40
NO. DOCUMENTS REMARKS
1.1. Kasus perdata/pidana (extrernal/internal perusahaan) n/a
Sama dengan B-1.3
1.2. Klaim masyarakat (external/internal perudahaan) n/a
Sama dengan B-1.3.
1.3. Laporan perkembangan perkara dari lawyer perusahaan Telah dimohonkan,
namun hinggga
Surat keterangan dari Pengadilan Niaga pada Pengadilan Negeri tanggal Laporan
Jakarta Pusat, Kanwil BPN Sumatera Selatan dan Kantor Final ini masih belum
Pertanahan Lubuk Linggau. diperoleh.
Surat Keterangan dari Badan Arbitrase Nasional Indonesia
No. 17.184/SKB/III/BANI/WD, tertanggal 27 Maret 2017, yang
menyatakan bahwa periode yang dimulai sejak 1 April 2014
sampai dengan tanggal surat ini PT DMIL tidak terdaftar dalam
register arbitrase di BANI.
Surat Keterangan dari Pengadilan Negeri Palembang/PHI/ Tindak
Pidana Korupsi Klas I.A Khusus No. 4/SK/2017/PHI Plg., tertanggal
22 Maret 2017, yang menyatakan bahwa sejak bulan April tahun
2014 sampai dengan ditandatanganinya surat keterangan ini PT
DMIL tidak pernah tercatat sebagai pihak baik sebagai penggugat
maupun tergugat atau turut tergugat.
Surat keterangan dari Pengadilan Tata Usaha Negara Palembang
No. 04/Surket/III/PTUN-PLG/2017, tertanggal 21 Maret 2017,
yang menyatakan bahwa sejak April tahun 2014 sampai dengan
tanggal dikeluarkannya surat keterangan ini PT DMIL, beserta
direktur dan komisaris, tidak terdaftar dalam suatu sengketa tata
usaha Negara di Pengadilan Tata Usaha Negara Palembang
sebagai pihak, baik sebagai penggugat, tergugat maupun
intervensi.
Surat Keterangan dari Pengadilan Negeri Lubuk Linggau Kelas I B
No.340/K/2017/PN/LG tertanggal 24 Maret 2017, yang
menyatakan bahwa sejak bulan April tahun 2014 sampai dengan
tanggal dikeluarkannya surat keterangan ini PT DMIL tidak
terdaftar/tidak tercatat dalam register perkara pidana maupun
register perkara perdata pada Pengadilan Negeri Lubuk Linggau
Kelas I B.
1.4. SOP / manual book available
Standard Operating Procedure Keluhan Masyarakat No. 70/KM-
DMIL/2013 tertanggal 20 Mei 2013, yang dikeluarkan oleh
PT Dendymarker Indahlestari.
1.5. Kasus di pengadilan/laporan polisi/pidana/perdata n/a
Sama dengan B-1.3.
1.6. Putusan/Gugatan/Laporan Polisi n/a
1.7. Land claim atas area HGU n/a
1.8. Tanah Ulayat (jika ada) (Ha / Penyelesaian GRTT) n/a
Area APL &
pelepasan kawasan
HPK.

41
NO. DOCUMENTS REMARKS
Lihat juga A.1.23.
sampai dengan
A.1.25.
C. Licenses Associated to the Land Ownership
1. Company Document at (of) the Head Office
1.1 TDP n/a
TDP Kebun & PKS.
HO/ Izin Gangguan n/a
area perkantoran
SIUP/IUT available
Izin Usaha Tetap
(IUT)/ BKPM
Sama dengan A.3.7
dan E.3.1.
NPWP available
NPWP No. 01.633.536.6-057.000 untuk DMIL Karawaci Office
Park Ruko Blok L, KPP Penanaman Modal Asing Empat.
SKD available
No.503/17/1/PU/2017, dikeluarkan oleh Pemerintah Kota
Tangerang atas nama Camat Cibodas, pada bulan Januari 2017.
IMB n/a
Izin PMA/PMDN available
Sama dengan E.3.1.
2. Company Document at (of) the Plantation
2.1 TDP available
TDP No. 06055.151032, berlaku sampai dengan 14 April 2019 available
untuk perkebunan kelapa sawit yang berlokasi di Desa Karang
Dapo I, dikeluarkan oleh Pj. Bupati Rawas Utara tanggal 30 Juni
2014.
HO/ Izin Gangguan available
Surat izin gangguan dan izin tempat usaha a.n. PT DMIL No.
02.03/74/DPM-PTSP/III/2017 tertanggal 24 Maret 2017 yang
dikeluarkan oleh Keputusan Kepala Dinas Penanaman Modal dan
pelayanan Terpadu Satu Pintu Kabupaten Musi Rawas Utara a.n.
Bupati Musi Rawas Utara mengenai pemberian izin gangguan
pada kantor Kebun di Musi Rawas Utara.
SIUP/IUT available
SIUP
SIUP No. 07.03/33/VI/MRU/VI/2014 tanggal 30 Juni 2014
dikeluarkan oleh Pj. Bupati Musi Rawas Utara.
NPWP available
No. 01.633.536.6-303.001 untuk PT DMIL Desa Karang Dapo,
Karang Dapo I, Karang Dapo, Musi Rawas.
SKD available
Dua (2) surat yang masing-masing dikeluarkan oleh Kades Bingin
Rupit tanggal 31 Juli 2013 dan Kades Karang Dapo I.
IMB available

42
NO. DOCUMENTS REMARKS
Meskipun dalam
indeks dokumen LDD
PT DMIL menyatakan
telah menyediakan
dokumen IMB untuk
bangunan di kebun,
namun SAP hanya
menemukan IMB
perumahan
karyawan dan pabrik
kelapa sawit
sebagaimana
dimaksud pada
angka 3.1. di bawah
ini.
Keputusan Bupati Musi Rawas No. 21/KPTS/II/IMB/2004 tanggal
20 Oktober 2004. IMB untuk PERUMAHAN karyawan, Desa
Karang dapo, dengan luas bangunan 870 m2.
Izin PMDN/PMA available
Sama dengan E.3.7.
dan A.3.1.
TDG available
Tanda Daftar Gudang No. 03.03/06/DPM-PTSP/III/2017 tertanggal
29 Maret 2017 yang dikeluarkan oleh Kepala Dinas Penanaman
Modal dan Pelayanan Terpadu Satu Pintu Kabupaten Musi Rawas
Utara
3. Factory Permits
3.1 TDP n/a
Gabungan TDP
Kebun dan PKS.
HO/ Izin Gangguan available
Surat Izin Gangguan dan Izin Tempat Usaha a.n. PT DMIL
No. 02.03/73/DPM-PTSP/III/2017 tertanggal 24 Maret 2017,
berupa Keputusan yang dikeluarkan oleh Kepala Dinas
Penanaman Modal dan Pelayanan Terpadu Satu Pintu Kabupaten
Musi Rawas Utama a.n. Bupati Musi Rawas Utara mengenai
pemberian izin gangguan pada kantor pabrik di Desa Karang
Dapo I, Musi Rawas Utara.
Surat Izin Gangguan Dan Izin Tempat Usaha a.n. PT DMIL
No. 02.03/75/DPM-PTSP/III/2017 tertanggal 24 Maret 2017,
berupa Keputusan yang dikeluarkan oleh Kepala Dinas
Penanaman Modal dan Pelayanan Terpadu Satu Pintu Kabupaten
Musi Rawas Utara a.n. Bupati Musi Rawas Utara mengenai
pemberian izin gangguan pada kantor pabrik CPO Musi Rawas
Utara.
SIUP/IUT n/a
Gabungan SIUP

43
NO. DOCUMENTS REMARKS
Kebun dan PKS.
NPWP n/a
Gabungan NPWP
Kebun dan PKS.
SKD n/a
Hanya memiliki SKD
di Kebun.
IMB available
Keputusan Bupati Musi Rawas No. 22/KPTS/II/IMB/2004 tanggal
20 Oktober 2004. IMB untuk Pabrik Kelapa Sawit, Desa Karang
Dapo, dengan luas bangunan 3.719 m2.
TDG available
Tanda Daftar Gudang No. 03.03/07/DPM-PTSP/III/2017
tertanggal 29 Maret 2017 yang dikeluarkan oleh Kepala Dinas
Penanaman Modal dan Pelayanan Terpadu Satu Pintu Kabupaten
Musi Rawas Utara.
D. The Existing Worker Agreements and Terms of Resignation
1. Contoh kontrak kerja karyawan / PKWT (terkait PHK) available
Kesepakatan Kerja Waktu Tertentu No. 001/DMIL/Site/II/2016
tertanggal 16 Februari 2016 dan Kesepakatan Kerja Waktu
Tertentu No. 002/DMIL-HO/VIII/2016 tertanggal 12 Agustus 2016.
2. Contoh kontrak kerja staff (terkait PHK) available
Surat Penawaran/Perjanjian Kerja (Offering Letter) No.
088/DMIL/HR/VII/15 tertanggal 22 Juli 2015.
Perjanjian Kerja Bersama (PKB) antara PT DMIL dengan PUK SPPP
SPSI PT DENDYMAKER INDAHLESTARI yang ditetapkan di Musi
Rawas Utara tertanggl 8 Maret 2014.
3. Kasus perdata/pidana pekerja n/a
Sama dengan B-1.3.
4. SOP/manual book, Izin-Izin available
SOP pengunduran diri sukarela.
Akte Izin Pengesahan Pemakaian No. 560/IV/NAKERTRANS/2007
untuk PT Dendymarker Indahlestari tertanggal 18 April 2007,
yang dikeluarkan oleh Pemerintah Kabupaten Musi Rawas Dinas
Tenaga Kerja dan Transmigrasi, untuk pemakaian 1 unit ketel uap
darat jenis pip air untuk kebutuhan uap pabrik minyak sawit
PT DMIL
Akte Izin Pengesahan Pemakaian No. 560/004/BU/NAKERTRANS/
2007 untuk PT Dendymarker Indahlestari tertanggal
24 September 2007, yang dikeluarkan oleh Pemerintah
Kabupaten Musi Rawas Dinas Tenaga Kerja dan Transmigrasi
Kabupaten Musi Rawas, untuk pemakaian 1 unit bejana
uap/vessel steam separator untuk kebutuhan pabrik pengolahan
kelapa sawit PT DMIL
Akte Izin Pengesahan Pemakaian No. 560/003/BU/NAKERTRANS/
2007 untuk PT Dendymarker Indahlestari tertanggal
24 September 2007, yang dikeluarkan oleh Pemerintah

44
NO. DOCUMENTS REMARKS
Kabupaten Musi Rawas Dinas Tenaga Kerja dan Transmigrasi
Kabupaten Musi Rawas, untuk pemakaian 1 unit bejana
uap/vessel vacuum dearator untuk kebutuhan pabrik pengolahan
kelapa sawit PT DMIL.
Akte Izin Pengesahan Pemakaian No. 560/010-IV/NAKERTRANS/
2007 tertanggal 18 April 2007, yang dikeluarkan oleh Pemerintah
Kabupaten Musi Rawas Dinas Tenaga Kerja dan Transmigrasi
Kabupaten Musi Rawas, untuk pemakaian 1 unit sterilizer untuk
menampung uap dari turbin uap/ketel pabrik minyak kelapa
sawit PT DMIL.
Akte izin pengesahan pemakaian terkait dengan izin/pengesahan
penggunaan instalasi listrik di tempat kerja No. 560/006/IL/
NAKERTRANS/2007 tertanggal 24 September 2007, yang
dikeluarkan oleh Pemerintah Kabupaten Musi Rawas DInas
Tenaga Kerja dan Transmigrasi Kabupaten Musi Rawas, untuk
instalasi listrik PT DMIL.
Akte izin pengesahan terkait dengan Instalasi Proteksi Kebakaran
No. 560/008/IPK/NAKERTRANS/2007 tertanggal 24 September
2007, yang dikeluarkan oleh Pemerintah Kabupaten Musi Rawas
DInas Tenaga Kerja dan Transmigrasi Kabupaten Musi Rawas,
untuk pemakaian 1 instalasi proteksi kebakaran PT DMIL.
Akte izin pengesahan terkait dengan Instalasi Penyalur Petir
No. 560/009/IPP/NAKERTRANS/2007 tertanggal 24 September
2007, yang dikeluarkan oleh Pemerintah Kabupaten Musi Rawas
DInas Tenaga Kerja dan Transmigrasi Kabupaten Musi Rawas,
untuk pemakaian instalasi penyalur petir jenis elektrostatis
PT DMIL.
Akte Izin Pengesahan Pemakaian No. 500/011-
IV/NAKERTRANS/2007 tertanggal 18 April 2007, yang dikeluarkan
oleh Pemerintah Kabupaten Musi Rawas Dinas Tenaga Kerja dan
Transmigrasi Kabupaten Musi Rawas, untuk pemakaian 1 unit
back pressure vessel untuk menampung uap dari turbin uap/ketel
pabrik minyak kelapa sawit PT DMIL.
Akte izin pengesahan pemakaian terkait dengan penggunaan
turbin uap No. 560/01/TU/NAKERTRANS/2012 tertanggal
4 Agustus 2012, yang dikeluarkan oleh Pemerintah Kabupaten
Musi Rawas Dinas Tenaga Kerja dan Transmigrasi, untuk
pemakaian turbin uap pada PT DMIL.
Akte izin pengesahan pemakasian terkait pesawat uap/turbin uap
No. 560/005/TU/NAKERTRANS/2007 tertanggal 24 September
2007, yang dikeluarkan oleh Pemerintah Kabupaten Musi Rawas
Dinas Tenaga Kerja dan Transmigrasi.
5. BPJS pekerja available
Sertifikat BPJS Kesehatan atas nama PT Dendymarker Indahlestari
No. entitas: 05160008 perihal keikutsertaan dalam Program
Jaminan Kesehatan – BPJS Kesehatan, yang dikeluarkan oleh
Direktur BPJS Kesehatan

45
NO. DOCUMENTS REMARKS
6. Kasus ketenagakerjaan (pengadilan/laporan n/a
polisi/pidana/perdata)
7. Tenaga kerja local (….%) available
100%
Wajib lapor Ketenagakerjaan di perusahaan telah dibuat tanggal
31 Maret 2016 dan didaftarkan di Kantor Tenaga Kerja dan
Transmigrasi Kab. Musi Rawas Utara No.
012/WL/NAKERTRANS/IV/2016 tanggal 7 April 2016 dan daftar
kembali 7 April 2017.
8. Tenaga kerja asing (….. orang) n/a
Tidak ada (nihil).
9. Perjanjian pemegang saham terkait kerjasama (joint venture) n/a
Tidak ada joint
venture.
10. Perjanjian terkait saham perusahaan (pinjaman atau gadai) n/a
Tidak ada gadai
saham.
11. Data jaminan, gadai, biaya atau sita terhadap modal saham n/a
perusahaan Sama dengan D.10.
E. Shareholders and Management
1. Deed of Establishment, Amendments and its Approval of and
Receipt of Report to Ministry of Law and Human Rights
(“MOLHR”).
1.1. Notary Deed, Capital, Business Field, Shareholders, Board of available
Commissioners (“BOC”), Board of Directors (“BOD”)
Akta Pendirian No.49 tanggal 26 April 1993 tentang PT
Dendymarker Indahlestari, dibuat dihadapan Notaris Ichsan
Tedjabuana, SH.
Akta No.66 tanggal 23 Maret 1994 tentang Perubahan Anggaran
Dasar PT.Dendymarker Indahlestari, dibuat dihadapan Notaris
Ichsan Tedjabuana, SH.
Akta No.1 tanggal 1 Mei 1995 tentang Berita Acara Rapat Umum
Luar Biasa Para Pemegang Saham Perseroan Terbatas
PT.Dendymarker Indahlestar, dibuat dihadapan Notaris Irawan,
SH.
Akta No.15 tanggal 11 Mei 1995 tentang Berita Acara Rapat
Umum Luar Biasa Para Pemegang Saham Perseroan Terbatas
PT.Dendymarker Indahlestari, dibuat dihadapan Notaris Irawan,
SH.
Akta No.47 tanggal 14 Oktober 1995 tentang Pernyataan
Keputusan Rapat PT.Dendymarker Indahlestari, dibuat dihadapan
Notaris Yetty Taher, SH.
Akta No.48 tanggal 14 Oktober 1995 tentang Pernyataan
Keputusan Rapat PT.Dendymarker Indahlestari, dibuat dihadapan
Notaris Yetty Taher, SH.
Akta No.2 tanggal 1 Februari 1999 tentang Pernyataan
Keputusan Rapat PT.Dendymarker Indahlestari, dibuat dihadapan

46
NO. DOCUMENTS REMARKS
Notaris Saal Bumela, SH.
Akta No.20 tanggal 10 Mei 1999 tentang Perubahan Anggaran
Dasar Perseroan Terbatas PT.Dendymarker Indahlestari, dibuat
dihadapan Notaris Saal Bumela, SH.
Akta No.9 tanggal 4 Oktober 1999 tentang Pernyataan Keputusan
Rapat PT.Dendymarker Indahlestari, dibuat dihadapan Notaris
Saal Bumela, SH.
Akta No.2 tanggal 3 September 2001 tentang Pernyataan
Keputusan Rapa PT.Dendymarker Indahlestari, dibuat dihadapan
Notaris Saal Bumela, SH.
Akta No.3 tanggal 10 Maret 2003 tentang Pernyataan Keputusan
Rapat PT.Dendymarker Indahlestari, dibuat dihadapan Notaris
Nelly Sylviana, SH.
Akta No.4 tanggal 10 Maret 2003 tentang Pernyataan Keputusan
Rapat PT.Dendymarker Indahlestari, dibuat dihadapan Notaris
Nelly Sylviana, SH.
Akta No.10 tanggal 28 April 2003 tentang Pernyataan Keputusan
Rapat PT.Dendymarker Indahlestari, dibuat dihadapan Notaris
Nelly Sylviana, SH.
Akta No.7 tanggal 18 Juni 2004 tentang Berita Acara Rapat
Umum Pemegang Saham Tahunan PT. Dendymarker Indahlestasi,
dibuat dihadapan Notaris Nelly Sylviana, SH.
Akta No.1 tanggal 5 Mei 2005 tentang Berita Acara Rapat Umum
Pemegang Saham Tahunan PT. Dendymarker Indahlestasi dibuat
dihadapan Notaris Nelly Sylviana, SH.
Akta No.40 tanggal 13 April 2006 tentang Berita Acara Rapat
Umum Pemegang Saham Tahunan PT. Dendymarker Indahlestasi,
dibuat dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.75 tanggal 19 Mei 2006 tentang Berita Acara Rapat
Umum Pemegang Saham Luar Biasa PT. Dendymarker
Indahlestasi, dibuat dihadapan Notaris Saut Hendrik Budi notaris
pengganti Notaris Sugito Tedjamulja, SH.
Akta No.52 tanggal 12 April 2007 tentang Pernyataan Keputusan
Rapat PT.Dendymarker Indahlestari, dibuat dihadapan Notaris
Sugito Tedjamulja, SH.
Akta No.53 tanggal 12 April 2007 tentang Berita Acara Rapat
Umum Pemegang Saham Tahunan PT. Dendymarker Indahlestasi,
dibuat dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.60 tanggal 13 April 2007 tentang Pernyataan Keputusan
Pemegang Saham PT.Dendymarker Indahlestari, dibuat
dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.4 tanggal 2 Mei 2007 tentang Pernyataan Keputusan
Rapat PT.Dendymarker Indahlestari, dibuat dihadapan Notaris
Sugito Tedjamulja, SH.
Akta No.153 tanggal 22 Juli 2008 tentang Pernyataan Keputusan
Para Pemegang Saham PT. Dendymarker Indahlestari, dibuat
dihadapan Notaris Sugito Tedjamulja, SH.

47
NO. DOCUMENTS REMARKS
Akta No.63 tanggal 8 Agustus 2008 tentang Pernyataan
Keputusan Para Pemegang Saham PT. Dendymarker Indahlestari,
dibuat dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.5 tanggal 1 Juni 2009 tentang Pernyataan Keputusan
Para Pemegang Saham PT. Dendymarker Indahlestasi, dibuat
dihadapan
Notaris Sugito Tedjamulja, SH.
Akta No.11 tanggal 4 Juni 2009 tentang Berita Acara Rapat
Umum Pemegang Saham Tahunan PT. Dendymarker Indahlestasi,
dibuat dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.12 tanggal 4 Juni 2009 tentang Pernyataan Keputusan
Rapat PT. Dendymarker Indahlestari, dibuat dihadapan Notaris
Sugito Tedjamulja, SH.
Akta No.127 tanggal 25 Juni 2009 tentang Pernyataan Keputusan
Para Pemegang Saham PT. Dendymarker Indahlestari, dibuat
dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.18 tanggal 15 April 2010 tentang Berita Acara Rapat
Umum Pemegang Saham Tahunan PT. Dendymarker Indahlestasi,
dibuat dihadapan Notaris Hadijah, SH.
Akta No.19 tanggal 15 April 2010 tentang Pernyataan Keputusan
Rapat PT Dendymarker Indahlestari, dibuat dihadapan Notaris
Hadijah, SH.
Akta No.62 tanggal 10 Juni 2010 tentang Pernyataan Keputusan
Pemegang Saham PT. Dendymarker Indahlestari, dibuat
dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.61 tanggal 15 November 2010 tentang Pernyataan
Keputusan Pemegang Saham PT. Dendymarker Indahlestari,
dibuat dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.108 tanggal 31 Maret 2011 tentang Pernyataan
Keputusan Pemegang Saham PT. Dendymarker Indahlestari,
dibuat dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.139 tanggal 23 Juni 2011 tentang Pernyataan Keputusan
Rapat PT. Dendymarker Indahlestari, dibuat dihadapan Notaris
Sugito Tedjamulja, SH.
Akta No.70 tanggal 15 Juni 2012 tentang Pernyataan Keputusan
Rapat PT. Dendymarker Indahlestari, dibuat dihadapan Notaris
Sugito Tedjamulja, SH.
Akta No.77 tanggal 28 September 2012 tentang Pernyataan
Keputusan Pemegang Saham PT. Dendymarker Indahlestari,
dibuat dihadapan Notaris Sugito Tedjamulja, SH.
Akta No.78 tanggal 16 Oktober 2012 tentang Pernyataan
Keputusan Rapat PT.Dendymarker Indahlestari, dibuat dihadapan
Notaris Sugito Tedjamulja, SH.
Akta No.84 tanggal 29 November 2012 tentang Risalah Rapat
Umum Luar Biasa Pemegang Saham PT.Dendymarker
Indahlestari, dibuat dihadapan Notaris Engawati Gazali, SH.
Akta No.101 tanggal 24 Juli 2013 tentang Rapat Umum Luar

48
NO. DOCUMENTS REMARKS
Biasa Pemegang Saham PT.Dendymarker Indahlestari, dibuat
dihadapan Notaris Engawati Gazali, SH.
Akta No.21 tanggal 26 September 2013 tentang Berita Acara
Rapat Umum Pemegang Saham Tahunan PT. Dendymarker
Indahlestasi, dibuat dihadapan Notaris Rachmad Umar, SH.
Akta No.25 tanggal 15 November 2013 tentang Pernyataan
Keputusan Rapat PT. Dendymarker Indahlestari, dibuat
dihadapan Notaris Engawati Gazali, SH.
Akta No.6 tanggal 9 Desember 2013 tentang Risalah Rapat
Umum Luar Biasa Pemegang Saham PT.Dendymarker
Indahlestari, dibuat dihadapan Notaris Engawati Gazali, SH.
Akta No.20 tanggal 9 Juni 2014 tentang Pernyataan Keputusan
Pemegang Saham PT. Dendymarker Indahlestari, dibuat
dihadapan Notaris Engawati Gazali, SH.
Akta No.5 tanggal 11 September 2015 tentang Pernyataan
Keputusan Para Pemegang Saham PT. Dendymarker Indahlestari,
dibuat dihadapan Notaris Rachmad Umar, SH.
Akta No.4 tanggal 15 April 2016 tentang Pernyataan Keputusan
Para Pemegang Saham PT. Dendymarker Indahlestari, dibuat
dihadapan Notaris Rachmad Umar, SH.
Akta No.7 tanggal 20 September 2016 tentang Pernyataan
Keputusan Para Pemegang Saham PT. Dendymarker Indahlestari,
dibuat dihadapan Notaris Rachmad Umar, SH.
1.2. Minutes Rapat Umum Pemegang Saham/RUPS (GMS)/Circular n/a
Resolution of Shareholders for the last three years. Ada di notaris.
1.3. Minutes/ Circular Resolution of Board of Commissioners/Board of n/a
Directors Ada di notaris.
1.4. Share Certificate available
1.5. Shareholder Register Book/Buku Daftar Pemegang Saham available
1.6. Approval, Receipt of Report and Registration to MOLHR for: n/a
Pengesahan Menteri Kehakiman No.C2-16.649.HT.01.01.Th.94
tanggal 4 November 1994.
Pendaftaran di Pengadilan Negeri (“PN”) Bengkulu Tercantum dalam
No.04/PBH/NOT/1995 tanggal 12 Mei 1995. Akta No.15 tanggal
11 Mei 1995.
Persetujuan Menteri Kehakiman No.C2-2750.HT.01.04.TH.96
tanggal 27 Februari 1996.
Persetujuan kepada Menteri Kehakiman No.C-
11462.HT.01.04.TH.99 tanggal 21 Juni 1999 (E-1.6.e).
Penerimaan pemberitahuan laporan BOD dan BOC kepada
Menteri Hukum dan HAM (“Menkumham”) No.C-UM.02.01.9667
tanggal 11 Agustus 2004.
Penerimaan Pemberitahuan Perubahan BOD dan BOC No.C-
UM.02.01.8086 tanggal 16 Mei 2006.
Persetujuan Perubahan Anggaran Dasar Perseroan Menkumham
No.W7-01264.HT.01.04-TH.2006 tanggal 4 Oktober 2006.
Penerimaan Laporan No.W7-HT.01.04-4536 tanggal 9 April 2007.

49
NO. DOCUMENTS REMARKS
Penerimaan Pemberitahuan Perubahan AD Menkumham No.W7-
HT.01.04-6303 tanggal 3 Mei 2007.
Persetujuan Perubahan Anggaran Dasar Perseroan Menkumham
No.W7-08471.HT.01.04-TH.2007 tanggal 30 Juli 2007.
Penerimaan Laporan Perubahan BOD dan BOC kepada
Menkumham No.W7-HT.01.10-12-34 tanggal 20 Agustus 2007.
Penerimaan Pemberitahuan Perubahan Data Perseroan kepada
Menkumham No.AHU-AH.01.10-19300 tanggal 6 Agustus 2008.
Persetujuan Perubahan Angaran Dasar Perseroan Menkumham
No.AHU-74938.AH.01.02.Tahun 2008 tanggal 17 Oktober 2008.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.10-10537 tanggal 16 Juli 2009.
Penerimaan Pemberitahuan Perubahan Data Perseroan AHU-
AH.01.10-09788 tertanggal 22 April 2010.
Persetujuan Perubahan Anggaran Dasar Perseroan Menkumham
No.AHU-30695.AH.01.02.Tahun 2010 tanggal 16 Juni 2010.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.10-30358 tanggal 26 November 2010.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.10-23419 tanggal 25 Juli 2011.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.10-24122 tanggal 3 Juli 2012.
Persetujuan Perubahan Anggaran Dasar Perseroan Menkumham
No.AHU-52440.AH.01.02.Tahun 2012 tanggal 8 Oktober 2012.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.10-42684 tanggal 30 November 2012.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.10-40615 tanggal 1 Oktober 2013.
Persetujuan Perubahan Anggaran Dasar Perseroan Menkumham
No.AHU-68175.AH.01.02.Tahun 2013 tanggal 27 Desember 2013.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.10-02828 tanggal 23 Januari 2014.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
13250.40.22.2014 tanggal 12 Juni 2014.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.03-0971118 tanggal 9 Oktober 2015.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.03-0042157 tanggal 21 April 2016.
Penerimaan Pemberitahuan Perubahan Data Perseroan No.AHU-
AH.01.03-0081605 tanggal 20 September 2016.
2. Deed of Establishment, Amendments and its Approval of and
Receipt of Report to MOLHR.
2.1 Notary Deed, Capital, Business Field, Shareholders, BOC, BOD. available
3. Documents issued by or Related to the Indonesian Capital
Investment Coordinating Board/Badan Koordinasi Penanaman
Modal (“BKPM”)
3.1. Permanent Approval of Foreign Capital Expansion – Foreign available

50
NO. DOCUMENTS REMARKS
Capital Investment/Penanamn Modal Asing (“PMA”). Domestic
Capital Investment/Penanaman Modal Dalam Negeri (“PMDN”)
Izin Usaha Perkebunan No.2/16/IU/PMDN/2017 tanggal 15 Sama dengan A.3.7.
Maret 2017
Izin Prinsip PMDN No.109/1/IP/PMDN/2013 tanggal
27 November 2013
Surat Persetujuan BKPM No.2038/A.8/PMA/2012 tanggal
23 November 2012.
Surat Persetujuan BKPM No.1688/A.8/PMA/2012 tanggal
8 Oktober 2012.
Izin Usaha No.156/1/IU/III/PMA/PERTANIAN/INDUSTRI/2011
tanggal 28 Juli 2011.
Surat Persetujuan BKPM No.770/III/PMA/2009 tanggal 19 Juni
2009.
Surat Persetujuan BKPM No.26/B/VII/MA/2009 tanggal 29 May
2009.
Surat Persetujuan BKPM No.18/V/PMDN/2008 tanggal 9 Mei
2008.
Surat Persetujuan BKPM No.42/B.1/A.9/2008 tanggal 2 April 2008
(E-1.6.e).
Izin Usaha Tetap No.397/T/PERTANIAN/INDUSTRI/2008 tanggal Mencabut Izin Usaha
25 April 2008. Tetap
No.13/16/IUT/PMA/
DkopKm&Pm/V/2004
tanggal 27 Mei 2004.
Surat Persetujuan BKPM No.1048/III/PMA/2007 tanggal 25 Juli
2007.
Surat Persetujuan BKPM No.1332/III/PMA/2006 tanggal
29 September 2006.
Izin Usaha No.13/16/IUT/PMA/DkopKm&Pm/V/2004 tanggal
27 Mei 2014 dated 27 May 2004.
Surat Persetujuan BKPM No.870/III/2004 tanggal 6 September
2004.
Surat Persetujuan BKPM No.508/III/PMA/2003 tanggal 12 May
2003.
Surat Persetujuan BKPM No.178/III/PMA/1999 tanggal
25 Februari 1999.
Surat Persetujuan BKPM No.454/III/PMA/1995 tanggal 3 Oktober
1995.
Surat Persetujuan BKPM No.29/V/PMA/1995 tanggal 28 Juni
1995.
3.2. Angka Pengenal Importit (“APIP”) available
Surat Persetujuan BKPM No.405/APIT/PMA/2001 tanggal
31 Agustus 2001.
Angka Pengenal Importir Terbatas (“APIT”)
No.405/APIT/PMA/2001, tanggal 31 Agustus 2001.
Surat Persetujuan BKPM No.405/P-PIT/PMA/2006 tanggal

51
NO. DOCUMENTS REMARKS
25 Agustus 2006.
APIT tanggal 25 Agustus 2006 No.405/APIT/PMA/2001
Angka Pengenal Importir Produsen (“APIP”) No.060506599-B
tanggal 21 Juli 2011.
3.3. Nomor Identitas Kepabeanan (“NIK”). available
NIK No.01.014241 tanggal 19 Oktober 2011.
3.4. Nomor Pengenal Importir Khusus (“NPIK”). n/a
Meskipun dalam
indeks dokumen LDD
PT DMIL menyatakan
telah menyediakan
dokumen NPIK,
namun SAP tidak
menemukan
dokumen tersebut
pada Data Room.
4. Corporate Affairs
4.1. Internal Company Regulations/Standard Operation Procedure Available
(“SOP”)/Manual Book.
Standard operating procedure agronomi dan Pabrik Kelapa Sawit
Agro Investama Group pada Agustus 2014, yang dikeluarkan oleh
Board of Director Agro Investama Group.
4.2. Annual Report (last ten years). n/a
Karena tidak Tbk
maka tidak wajib
dibuat.
4.3. Auditor Report (last ten years). Available
Audit Report 2013, 2014, and 2015.
4.4. Perjanjian Kerjasama dengan External Auditor. Available
4.5. Perjanjian Kerjasama dengan External Lawyer. n/a
4.6. dokumen terkait group reorganization selama 3 tahun terakhir n/a
4.7. pernyataan (didalam/diluar) pengadilan tentang kebangkrutan n/a
perusahaan
4.8. data pembayaran dividen atau pembayaran kembali terhadap n/a
dividen untuk peningkatan modal
4.9. dokumen CD/CSR perusahaan Availabile
4.10. struktur organisasi perusahaan Availabile
4.11. Laporan Kegiatan Kegiatan Penanaman Modal (“LKPM”) Available
LKPM Triwulan kedua 2015 tanggal 3 Juli 2015. Izin Prinsip PMDN
LKPM Triwulan ketiga 2015 tanggal 5 Oktober 2015. No.109/1/IP/PMDN/
LKPM Triwulan Keempat 2015 tanggal 11 Januari 2016. 2013 tanggal 27
LKPM Triwulan Kesatu 2016 tanggal 13 April 2016. November 2013
LKPM Triwulan Kedua 2016 tanggal 13 Juli 2016.
LKPM Triwulan Ketiga 2016 tanggal 11 Oktober 2016.
LKPM Triwulan Keempat 2016 tanggal 27 Februari 2017.

52
NO. DOCUMENTS REMARKS
LKPM semester 2 2013 tanggal 1 Maret 2013. Izin Usaha Tetap
No.397/T/PERTANIA
N/INDUSTRI/2008
LKPM semester 1 2013 tanggal 1 Juli 2013. tanggal 25 April
2008.
5. Commercial Documents
5.1 Kontrak/ perjanjian penjualan produk dengan customer Available
Kontrak jual beli Palm Kernel Nomor. PKDM/05/2017 tertanggal
23 Februari 2017.
Kontrak jual beli Crude Palm Oil Nomor. PODM/09/2017
tertanggal 1 Maret 2017.
5.2 Kontrak / perjanjian pembelian produk dengan supplier Available
Surat Perjanjian Sewa Alat Berat No. 001/DMIL-PKS/VI/2016
tertanggal 8 Juni 2016.
Surat Perjanjian Kerja Borongan Nomor. 002/DMIL-PKS/VI/2016
tertanggal 16 Juni 2016.
Surat Perjanjian Perawatan Mesin Nomor, MC 60027 tertanggal
27 Juni 2016 periode 1 September 2016 s/d 31 Agustus 2017.
Kontrak Jual beli VH Boliler BI-Drum Water Tube Boiler untuk PT.
Agro Investama Nomor. JO-007/VHB/II/16 tertanggal 18 Februari
2016.
5.3 Perjanjian fasilitas/ aset perusahaan dipakai/dipinjam n/a
perusahaan lain
6. GIS
6.1 Seluruh peta HGU Available
6.2 Peta tahun tanaman Available
6.3 Peta blok tanaman Available
6.4 Peta GRTT Available
6.5 Peta penggunaan tanah Available
6.6 Peta jalan kebun Available
7. ENC
7.1 RSPO audit report terakhir Available
Laporan Identifikasi Nilai Konservasi Tinggai (NKT) di Kawasan
Kebun Sawit dibuat oleh PT Sonokeling Akreditas Nusantara,
september 2013.
7.2 Dokumen ISO n/a
Karena tidak wajib
untuk perusahaan
kelapa sawit.
7.3 Dokumen ISPO Available
sertifikat ISPO terbit tanggal 11 Desember 2015 dan berakhir 10
Desember 2020.
Sehubungan dengan ISPO terdapat Laporan Ketidaksesuaian yang
dibuat oleh PT Mutuagung Lestari dan ditandatangani tanggal 8
Desember 2016.
7.4 AMDAL dan survey internal terakhir dan dokumen dampak sosial Available
dan lingkungan

53
NO. DOCUMENTS REMARKS
Social Impact Assesment (SIA) disusun oleh DMIL dan konsultas ie.
PT Sonokeling Akreditas Nusantara pada tahun 2013.
Dokumen AMDAL tahun 1999No. 021/BPD/III-AMD/99 tanggal 19
Maret 1999 (cap Bapedalda Pemprov Sumatera Selatan)
sebagaimana diubah dengan dokumen Revisi ANDAL, RKL, RPL
tahun 2004, yang disetujui melalui No. 660/95/IV/2004 tanggal 9
November 2004 untuk perkebunan seluas 17.793,50 hektar
dengan pabrik kapasitas 60 ton TBS per jam.
7.5 Laporan berkala (setiap semester) untuk AMDAL dari awal sampai Available
dengan terakhir
Laporan Pelaksanaan RKL dan RPL semester 1 tahun 2016
(januari-juni) sebagaimana ternyata dalam surat DMIL kepada
Kepala Badan LH Provinsi Sumsel dan Kepala Distamben dan LH
Kabupaten Muratara No. 000.147/PT.DI-GM/VIII/2016 tanggal 16
Agustus 2016. Selanjutnya diterima oleh BLH Provinsi tanggal 29
Agustus 2016 dan Distamben dan LH Kabupaten tanggal 19
Agustus 2016.
7.6 Izin Lingkungan Available
Surat Keputusan Bupati Muara Rawas No. 733/KPTS/BLHD/2013
tanggal 26 November 2013 tentang Izin Lingkungan Kegiatan
Perkebunan dan Pabrik Pengolahan Kelapa Sawit atas nama DMIL
di Kabupaten Musi Rawas.
7.7 Data dan Izin LB3 dan limbah cair Available
Surat Keputusan Bupati Musi Rawas Utara No. 395/KPTS/DPE-
LH/MRU/2016 tentang perpanjangan kedua Izin Pembuangan Air
Limbah.
Surat Keputusan Bupati Musi Rawas Utara No. 396/KPTS/DPE-
LH/MRU/2016 tanggal 5 Oktober 2016 tentang izin Pengelolaan
Limbah Bahan Berbahaya dan Beracun untuk kegiatan
penyimpanna sementara DMIL.
7.8 Rencana RSPO Plasma dan progress report Available
Sertifikat RSPO No. 1-0146-13-000-00 yang diterbitkan oleh
MUTU Certification International.
RSPO Time Bound Plan dibuat oleh Direktur DMIL tanggal 6
Januari 2017, untuk mengikuti kegiatan sertifikasi RSPO – Plasma
DMIL seluas 2.945 ha ditahun 2023 dengan status sertifikat tanah
dalam proses pengurusan HGU yaitu proses pengurusan sertifikat
tanah atas nama masing-masing anggota koperasi pemilik
plasma.
7.9 K3: daftar AK3 dan data pertemuan K3 Available
Kampanye K3 DMIL yang dibuat oleh Ass ISPO/RSPOdikaetahui
oleh GM tanggal 5 Mei 2015 – cara menggunakan Alat Pemadam
Api Ringan.
Keputusan Kadinas Tenaga Kerja dan Transmigrasi Kabupaten
Musi Rawas Utara No. 004/KPTS/IV/NAKERTRANS/2016 tanggal
20 April 2016 tentang pengesahan pengurus panitia Pembina K3.
Surat keternagan No. 371/SASES/XI/2016 tanggal 17 November

54
NO. DOCUMENTS REMARKS
2016 bahwa direktur perusahaan jasa keselamatan dan
kesehatan kerja (PJK3) PT SASES menerangkan bahwa karyawan
DMIL telah mengajukan permohonan perpanjangan surat
keterangan penunjukan ahli keselamatan kerja umum (AK3
Umum).
Kartu Tanda Kewenangan Ahli K3 No. 8174/PK3/AJ/16/2013/PO
atas nama PONCO RUMPOKO tertanggal 15 November 2013 yang
dikeluarkan oleh Direktur Pengawasan Norma Keselamatan dan
Kesehatan Kerja;
Sertifikat dari Kementerian Tenaga Kerja dan Transmigrasi RI
Direktorat Jenderal Pembinaan Pengawasan Ketenagakerjaan
tertanggal 15 November 2013 yang dikeluarkan oleh a.n. menteri
tenaga kerja transmigrasi RI Direktur Jenderal Pembinaan
Pengawasan Ketenagakerjaan, yang diberikan pada PONCO
RUMPOKO dikarenakan telah mengikuti Pembinaan Pengawasan
Norma Keselamatan dan Kesehatan Kerja.
Keputusan Menteri Tenaga Kerja dan Transmigrasi RI No.
KEP.3884/M/DJPPK/XI/2013 tentang penunjukan ahli
keselamatan dan kesehatan kerja umum menteri tenaga kerja
dan transmigrasi RI tertanggal 15 November 2013 yang
dikeluarkan oleh a.n. Menteri Tenaga Kerja dan Transmigrasi RI
Direktur Jenderal Pembinaan Pengawasan Ketenagakerjaan.
Notulen Rapat PT DMIL tertanggal 22 Maret 2016 mengenai
Rapat bulanan P2K3 Agenda Penanggulangan Kebakaran yang
ditandatangani oleh Sekretaris P2K3 (PONCO RUMPOKO) dan
Ketua P2K3 (ZAKARIA AFATA)
Notulen rapat PT DMIL tertanggal 10 mei 2016 agenda
penggunaan kotak P3K yang ditandatangani oleh Petugas P3K
(ASMENI) dan dan Ketua P2K3 (ZAKARIA AFATA)
Notulen rapat PT DMIL tertanggal 17 Mei 2016 mengenai
pelatihak P3K terhadap karyawan PKS PT DMIL agenda sosialisasi
pentingnya P3K, komitmen penggunaan APD di lingkungan Pabri,
Penggunaan kotak P3K yang ditandatangani oleh Petugas P3K
(ASMENI) dan dan Ketua P2K3 (ZAKARIA AFATA).
7.10 Data survey lingkungan internal dan external serta laporannya Available
Berita Acara Pengendalian dan Pencegahan Kebakaran Hutan dan
Lahan tanggal 18 Februari 2016 ditandatangani oleh Direktur
DMIL dan Badan Lingkungan Hidup Provinsi Sumsel, Kasubbid
Baku Mutu dan Audit Lingkungan dan Staf Subbid Perundangan
yang secara bersama-sama melakukan evaluasi ketaatan DMIL
dalam rangka pencegahan dan pengendalian kebakaran hutan
dan lahan.
Laporan Analisis Perubahan Penggunaan Lahan (Land Use Change
Analisys) disusun oleh Tim LUCA Aksenta, September 2014.
Laporan Rekomendasi Pemupukan Kelapa Sawit untuk Semester I
dan II tahun 2016 oleh Balai Penelitian Sembawa (Pusat
Penelitian Karet), Palembang 9 Februari 2016.

55
NO. DOCUMENTS REMARKS
7.11 Laporan pemeriksaan pemerintah terkait lingkungan n/a
Belum pernah
terkena inspeksi
lingkungan.
7.12 Klaim terkait lingkungan n/a
7.13 Laporan berkala terkait management limbah n/a
7.14 Prosedur penyimpanan dan pembuangan limbah available
Sama dengan 7.7.
8. HRAD
8.1 AD/ART Koperasi Available
Akta Pendirian Koperasi Konsumen “Maju Bersama” No. 21
tertanggal 17 September 2013, yang dikeluarkan oleh Notaris Rita
Sang Dewi S.H., M. Kn. Notaris di Kabupaten Musi Rawas.
Keputusan Menteri Negara Koperasi dan Usaha Kecil dan
Menengah Republik Indonesia No. 438/KPTS/BH/PAD/KUKM/K.3/
III/2009 tentang Pengesahan Akta Perubahan Anggaran Dasar
Koperasi, Akta perubahan Koperasi Unit Desa (KUD) “Pakar
Maur” tertanggal 27 Februari 2009 No. 91 yang disahkan oleh
Notaris dan PPAK Harijanto Tjiwidjaja S.H.
Lampiran Surat Keputusan Rapat Anggota Tahunan KUD PAKAR
Maur No. 1/KUD.PM/I/2014 tertanggal 6 Januari 2014 perihal
Susunan Pengurus dan Badan Pengawas KUD Pakar Maur masa
bhakti 2014-2019, yang ditetapkan di Maur Baru, tertanggal
6 Januari 2014, yang ditandatangani oleh Kabag Adm. Ekonomi
dan SDA Kab. Musi Rawas Utara, Pimpinan Rapat dan Notullen
Rapat.
8.2 Daftar Kepesertaan BPJS tenaga kerja Available
Sertifikat Kepesertaan Jaminan Sosial Tenaga Kerja
No. 1300000002011 tertanggal 31 Januari 2013, yang
dikeluarkan oleh Direksi PT JAMSOSTEK (PERSERO).
8.3 Daftar kepesertaan BPJS kesehatan n/a
menggunakan
asuransi
8.4 Peraturan Perusahaan terkait pensiun pekerja n/a
PT DMIL
menyediakan
Peraturan
Perusahaan PT Tebo
Indah pada data
room, bukan
Peraturan
Perusahaan PT DMIL.
Keputusan Direktur Jenderal Pembinaan Hubungan Industrial dan
Jaminan Sosial Tenaga Kerja No. KEP.802/PHIJSK-PK/PP/VI/2016
tentang Pengesahan Peraturan Perusahaan PT TEBO INDAH
tertanggal 9 Juni 2016 yang dikeluarkan oleh a.n. Direktur
Jenderal Direktur Persyaratan Kerja.

56
NO. DOCUMENTS REMARKS
9. Litigation Documents
9.1 Kasus hukum terkait tenaga kerja n/a
Tidak pernah terkait
dengan pihak ke-3.
9.2 Kasus hukum terkait asosiasi lain n/a
Tidak pernah terkait
dengan pihak ke-3.

57
 Attachment-3

ASSUMPTION AND QUALIFICATION

A. Assumptions

For the purpose of our legal due diligence of the DD Documents detailed in Attachment-A of this Final
Report, we have assumed the followings:

1. The genuineness of all signatures (including that the persons signing all the documents
supplied to us are in fact the person who he/she claims to be), identity, legal capacity ad
authority of all signatories, stamps, seal, date, or other marking.

2. The completeness, authenticity, and the conformity to original documents of all copies
submitted to us as certified or photocopy or faxed copies and the authenticity of the
originals of such documents, either from its contents; and the original documents still exist
and have not been varied, cancelled or superseded.

3. The documents which are submitted to us are complete, correct, current, and there are no
changes, amendments, additions, replacements or revocations or nullification to any of them
and therefore continues un-amended and is in full force and effect.

4. All statements, confirmation and information provided by PT DMIL in accordance with their
respective capacities are true, complete and factual.

5. All facts stated in the documents submitted to us in which we have relied in preparing this
Final Report are complete and continue to be correct and no relevant matter was withheld
from us, whether deliberately of inadvertently.

6. No documents and/or information had not been provided to us which may cause this Final
Report inaccurate and/or misleading.

7. The issuance of each authorization, approval, consent and receipt from any governmental
authority or public agency or public official or third parties obtained by or on behalf of PT
DMIL or relied upon in this Final Report is true and correct and has been duly authorized,
executed and delivered and has not been revoked or terminated and that there is no factor
existing which might prejudice the continuance, extension or renewal of any license,
approval or consent held by PT DMIL.

8. All facts and/or finding regarding the actual size of the location, and bounderies of the HGU
Land (as stated in the HGU Clarification Report prepared by SIPEF and attached as
Attachment-8 of this Final Report is correct.

58
B. Qualifications

This Final Report is subject to the following qualifications:

1. This Final Report is conducted only for the benefit of the Company.

2. Our investigation have only concerned and our legal due diligence relates only to the legal
matters contain in documents provided to us solely by PT DMIL prior to the date of this
Final Report.

3. Our review has been limited solely to the laws of the Republic of Indonesia in force at the
date of this Final Report. Therefore, we do not purport to be expert and do not purport to
be generally familiar with or qualified to make statements based on any law other than the
Indonesian law, and accordingly make no statement herein upon any other laws than
Indonesian laws.

4. We have not made any independent investigations or searches to verify any of the due
diligence documents or information provided to us.

5. Unless specifically requested by the Company in the future, we will not go beyond the
scope of our due diligence exercise as agreed and will only perform our review in the
manner agreed.

6. This Final Report does not cover tax, financial, business, and technical due diligence in
relation PT DMIL, measurement of actual size, location, and bounderies of the HGU Land
(as stated in the HGU Clarification Report prepared by SIPEF and attached as Attachment-8
of this Final Report), and does not access the business implications of any of the matters
addressed in this Final Report. Therefore it is advisable that the Company read this Final
Report also in conjunction with the report prepared by other advisors may be appointed by
the Company to cover tax, financial, business, and technical issues. Without prejudice the
generality of the foregoing, this Final Report makes no representations on commercial,
financial, accounting of actuarial matters, the adequacy of any insurance arrangements or
the value of or fitness for purpose of any assets, interest, facility or service.

7. This Final Report is in no way to be interpreted as providing a tax due diligence and extends
only to basic tax compliance matters to assess whether the required annual tax filing have
been submitted to the relevant tax authorities.

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 Attachment-4

DETAIL FINAL REPORT

A. ESTABLISHMENT AND CORPORATE STATUS

1. PT DMIL is a limited liability company duly established and organized under the laws of
Republic of Indonesia and has obtained status as a legal entity at the time MOLHR
approved the deed of establishment of PT DMIL on 4 November 1994.

2. PT DMIL changed its status to become a PMA Company”) in 1995. It was further change its
status to become a PMDN Company in 2013.

3. Since its establishment, the AOA of PT DMIL as firstly incorporated in the establishment
deed of PT DMIL have been amended several times, such amendments are incorporated in
the following amendment deeds:

(a) Deed Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.1

dated 1 May 1995, made by Irawan, S.H., Notary, which records the approval from
the GMS of PT DMIL for the issuance of 100 shares from the portfolio of PT DMIL to
Mr. Supriadi (75 shares) and Mr. Yasin (25 shares) and the transfer of 25 shares
owned by Mr. Eddy and 50 shares owned by Mr. Yusrizal; all to Mr. Yasin.
The documents evidencing the report to MOLHR and registration at the Company
Registry made by PT DMIL are not available in the Data Room.

(b) Deed of Declaration of Shareholders Resolution No.47 dated 14 October 1995,

made before Yetty Taher, S.H., which records the approval from the GMS PT DMIL,
among others. for the change of status of PT DMIL to become PT PMA and
therefore the amendment of AOA of PT DMIL, including the increase of authorized,
issued and paid up capital of PT DMIL from Rp.250,000,000.00,- to become Rp.
45,000,000,000.00,- with the nominal value of each shares Rp.1,000,000.00,-.
This amendment deed has been approved by MOLHR as evidenced by Letter of
Approval No.C2-2750.HT.01.04.TH.96 dated 27 February 1996. The change of
status of PT DMIL as stated in the said amendment deed has been approved by
BKPM in its letter of approval No.29/V/PMA/1995 dated 28 June 1995, as amended
by letter of approval No.454/III/PMA/1995 dated 3 October 1995.

(c) Deed of Declaration of Shareholders Resolution No.20 dated 10 May 1999, made
before Saal Bumela, S.H., which records the approval from the GMS of PT DMIL for
the amendment of AOA as the adjustment in accordance with Law No.1 of 1995
regarding Limited Liability Company.
This amendment deed has been approved by MOLHR as evidenced by Letter of
Approval No.C-11462.HT.01.04.TH.99 dated 21 June 1999.

(d) Deed of Declaration of Shareholders Resolution No.3 dated 10 March 2003, made
before Nelly Sylviana, S.H., Notary, which records the approval from the GMS of
PT DMIL for the amendment of Article 1 (change domicile from Bengkulu to

60
 Jakarta), Articles 10.1, 10.2, 13.1, 13.2, and Article 4 of AOA (due to the increase of
authorised capital, issued and paid up capital from Rp.45,000,000,000.00,- to
become Rp.140,000,000,000.00,- with the nominal value of each shares
Rp.1.000.000,-).

The documents evidencing the approval and receipt of report from MOLHR are not
available in the Data Room. In this regard BKPM in its letter of approval
No.870/III/2004 dated 6 September 2004 approved the reduction of capital of PT
DMIL from Rp.140,000,000,000.00,- to become Rp.45,000,000,000.00,-

In view of the above finding and the agenda of the GMS referred to in point (e)
below, it can be concluded that the capital increase based on the amendment said
deed No.3 has never been processed to MOLHR for approval.

(e) Deed Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.75

dated 19 May 2006, made by Saud Hendrik Budi, S.H, at that time the substitute
notary of Sugito Tedja Mulia, S.H., Notary, which records the approval from the
GMS ofPT DMIL for the amendment of Article 10.1, Article 13.1 and 2, and the
increase of authorized, issued and paid up capital of PT DMIL from
Rp.45,000,000,000.00,- to become Rp.150,700,000,000.00,- with the nominal value
of each shares Rp.1,000,000.00,-; by converting of the debt due from PT DMIL to
Bounty Corp. Sdn.Bhd.
This amendment deed has been approved by MOLHR as evidenced by Letter of
Approval No. W7-01264.HT.01.04-TH.2006 dated 4 October 2006 and has been
notified to MOLHR as evidence by notification receipt from MOLHR No. W7-
HT.1.04-4563 dated 9 April 2007. BKPM approval for the change of capital
structure and shareholding composition as stated in the said amendment deed is
not available in the Data Room.

(f) Deed of Declaration of Shareholders Resolution No.52 dated 12 April 2007, made
before of Sugito Tedja Mulia, S.H., Notary, which records the approval from the
GMS of PT DMIL for the amendment of Article 1 (change domicile from Bengkulu to
Jakarta).
This amendment deed has been notified to MOLHR as evidenced by notification
receipt No. W7-HT.1.04-6303 dated 3 May 2007.

(g) Deed of Declaration of Shareholders Resolution No.60 dated 13 April 2007, made
before of Sugito Tedja Mulia, S.H., Notary, which records the approval from the
GMS of PT DMIL for the increase of authorized, issued and paid up capital of
PT DMIL from Rp.150,700,000,000.00,- to become Rp.160,067,000,000.00,- with
the nominal value of each shares Rp.1,000,000.00,-; which part of the payment of
the issued capital of Rp.9,367,000,000.00,-; by converting of the debt due from
PT DMIL to Bounty Corp. Sdn.Bhd. and Perisind Plantation and Agriculture Sdn.
Bhd.
This amendment deed has been approved by MOLHR as evidenced by Letter of
Approval No. W7-08471.HT.01.04-TH.2007 dated 30 July 2007. The change of
capital structure, shareholders and shareholding composition as stated in the said
amendment deed has been approved by BKPM in its letter of approval
No.1048/III/PMA/2007 dated 25 July 2007.

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 (h) Deed of Declaration of Shareholders Resolution No.63 dated 8 August 2008, made
before of Sugito Tedja Mulia, S.H., Notary, which records the approval from the
GMS of PT DMIL for the amendment of the AOA of PT DMIL as the adjustment in
accordance with Law No.40 of 2007 regarding Limited Liability Company.
This amendment deed has been approved by MOLHR as evidenced by Letter of
Approval No. AHU-74938.AH.01.02.Tahun 2008 dated 17 October 2008.

(i) Deed of Declaration of Shareholders Resolution No.77 dated 28 September 2012,

made before of Sugito Tedja Mulia, S.H., Notary, which records the approval from
the GMS of PT DMIL for the increase of authorized, issued and paid up capital of PT
DMIL from Rp. 160,067,000,000.00.,- to become Rp.800,067,000,000.00,- with the
nominal value of each shares Rp.1,000,000.00,-.
This amendment deed has been approved by MOLHR as evidenced by Letter of
Approval No. AHU-52440.AH.01.02.Tahun 2012 dated 8 October 2012. The change
of capital structure, shareholders and shareholding composition as stated in the
said amendment deed has been approved by BKPM in its letter of approval
No.1688/A.8/PMA/2012 dated 8 October 2012.

(j) Deed Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.6

dated 9 December 2013, made by Engawati Gazali, S.H., Notary, which records the
approval from the GMS of PT DMIL for the sale of shares owned by Bounty Corp.
Sdn. Bhd to PT Agro Investama Gemilang, change of status of PT DMIL from PT
PMA to become PT PMDN and therefore for the amendment of the entire AOA of
PT DMIL.
This amendment deed has been approved by MOLHR as evidenced by Letter of
Approval No. AHU-68175.AH.01.02.Tahun 2013 dated 27 December 2013 and has
been notified to MOLHR as evidence by notification receipt from MOLHR No. AHU-
AH.10-02828 dated 27 December 2013. The change of shareholders and
shareholding composition as stated in the said amendment deed has been
approved by BKPM in its letter of approval No.109/1/IP/PMDN/2013 dated 27
November 2013.

All amendments of AOA of PT DMIL have complied with the prevailing laws and
regulations, unless amendment of the AOA as incorporated in the Deed No.1 dated 1 May
1995 referred to in point (a) above, which has not reported to MOLHR and registered at
the Company Registry.

B. LINE OF BUSINESS, CERTIFICATION AND LICENSING

1. LINE OF BUSINESS

Last amendment of the line of business and business activities of PT DMIL was approved by
the shareholders of PT DMIL in 2013, at the time PT DMIL amending its status from PT PMA
to become PT PMDN. These amendments are incorporated in the Deed of Minutes of

62
 Shareholders Meeting No.6, dated 9 December 2013, made by Engawati Gazali, S.H., which
states that:

Purpose and objective of PT DMIL is in the field of plantation, by carrying out the business
of palm oil plantation to become crude palm oil (“CPO”) and palm kernel, as well as market
them in
domestic and foreign (export) markets.

2. CERTIFICATION

(a) PT MUTU AGUNG LESTARI issued ISPO for PT DMIL on 11 December 2015 which
confirms that the plantation area of Bingin Rupit 1 and 2, and mill of PT DMIL,
located at Bingin Rupit Village have complied with the Decree of Minister of
Agriculture No.19/Permentan/OT.140/3/2011 regarding Indonesian Sustainable
Palm Oil Plantation Guidelines (ISPO). The ISPO certificate will expire on 10
December 2020.

(b) The palm oil mill and its supply based located at sub-district of Karang Dapo meets
the requirements of National Interpretation of RSPO principle and criteria for Palm
Oil Production and are registered within the MUTU certification international
scheme. The RSPO certificate was issued by MUTU certification international on
27 July 2015 under the registration No.MUT-RSPO/065 and will expire on 26 July
2020.

3. CAPITAL INVESTMENT LICENSE AND REPORT ON THE CAPITAL INVESTMENT ACTIITIES

(LAPORAN KEGIATAN PENANAMAN MODAL – “LKPM”)

As a company established under the framework of Indonesian Capital Investment, PT DMIL

shall holds both principle license (Izin Prinsip – “IP”) and permanent business license (Izin
Usaha Tetap/Perkebunan – “IUT/IUP”) issued by BKPM.

(a) BKPM issued IP for PT DMIL in its status as a PMA on 28 June 1995 and IUT was
issued by Dinas Koperasi, Penguasaha Kecil, Menengah dan Penanaman Modal
South Sumatera on 24 May 2004 as revoked by IUT issued by BKPM on 25 April
2008.

(b) For the conversion of the status of PT DMIL as PMDN Company BKPM issued IP on
27 November 2013, the IP shall be valid for 1 year after its issuance.

(c) IUP for PT DMIL in its current status as a PMDN Company was issued by BKPM
South Sumatera on 15 March 2017 which states that the following business
capacities:

(i) palm kernel 21,250 ton/year

(ii) CPO 106,250 ton/year
(iii) fresh palm fruits 425,000 ton/year
(tandan buah segar – “TBS”) 20 ton/hour

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 (iv) marketing; - -CPO 74.4% export
- palm kernel 14.9% export

which are produced from the plantation area totaling to 17,793.5 ha, consists of 13,704,91
ha core plantation (perkebunan inti) and 4,088.59ha (partnership/plasma).

The actual capital investment activities conducted by PT DMIL were evidenced by LKPM
which shall be submitted by PT DMIL to BKPM quarterly (before the issuance of IUP) and
semester (after the issuance of IUP).

We have been provided with LKPM for the following period:

The actual capital investment activities conducted by PT DMIL are evidenced by LKPM
which shall be submitted by PT DMIL to BKPM for each semester. We have not been
provided with LKPM for the following period of 2013 up to 4th quarter 2016. Following the
issuance of the IUP on 15 March 2017, PT DMIL shall submit the LKPM for the 1st semester
of 2017 before end of July 2017.

(a) 4th quarter of 2016 dated 27 February 2017;

(b) 3rd quarter of 2016 dated 11 October 2016;
(c) 2nd quarter of 2016 dated 13 July 2016;
(d) 1st quarter of 2016 dated 13 April 2016;

(e) 4th quarter of 2015 dated 11 January 2016;

(f) 3rd quarter of 2015 dated 5 October 2015;
(g) 2nd quarter of 2015 dated 3 July 2015;

(h) 1st semester of 2012 dated 1 July 2013; and

(i) 2nd semester of 2012 dated 1 March 2013.

Following the issuance of the IUP on 15 March 2017, PT DMIL shall submit the LKPM for the
1st semester of 2017 before end of July 2017.

4. PALM OIL PLANTATION AND PROCESS BUSINESS LICENSE

A company engaging in the palm oil plantation (budi daya kelapa sawit) with an area more
than 1,000 ha integrated with the palm oil process in with the capacity of more than 5 ton
TBS/ hour (industry pengolahan kelapa sawit) must obtain IUP.

PT DMIL was established since April 1993 as a local company and obtained its status as a
legal entity in November 1994, the followings are the business licenses issued to PT DMIL:

(a) Lincenses for the issuance of location permit and obtaining the land with
cultivation right (“HGU”):

(i) Letter from Minister of Agriculture to PT DMIL No. HK.350/E5.770/11.94

dated 24 November 1994 regarding Principle Approval for Palm Oil

64
 Plantation in an area of 34,000 ha located at Sub-District (Kecamatan)
Rawas Ilir, Muara Rupit and Muara Lakitan, Musi Rawas Regency, South
Sumatera Province in conjuction with Letter from Minister of Agriculture to
PT DMIL No.HK.350/E5.275/04.96 dated 25 April 1996 regarding Extension
of Principle Approval for Plam Oil Plantation in an area of 34,000 ha
located at Sub-District (Kecamatan) Rawas Ilir, Muara Rupit and Muara
Lakitan, Musi Rawas Regency, South Sumatera Province, which valid until
23 November 2016.

(ii) Decision of Governor of South Sumatera No.593/01771/I dated 21 April

1995 regarding Principle Approval for Palm Oil Plantation in an area of ±
19,000 ha in an area of 34,000 ha located at Sub-District (Kecamatan)
Rawas Ilir, Muara Rupit and Muara Lakitan, Musi Rawas Regency, South
Sumatera Province.

(b) Location Permits as detailed in point E.1. below, land release and payment of GRT
and GRTT as detailed in point E.1. below, and issuance of HGU Land certificate as
detailed in point E.8 below.

(c) Plantation Business Registration Letter (Surat Pendaftaran Usaha Perkebunan)

No.33/Mentanhut-VII/2000 dated 9 October 2000 issued by Directorate General
Plantation on behalf of Minister of Agriculture and Forestry to PT DMIL for a palm
oil plantation and processing industry (capacity: 60 ton/hour) (“SPUP”).

(d) Decision Letter of Bupati Musi Rawas No.575 Year of 2008 dated 28 May 2008
regarding the Granting of Plantation Business License– Industry (IUP-P) (capacity:
TBS 20 ton/hour).

(e) Decision Letter of Bupati Musi Rawas No.576 Year of 2008 dated 28 May 2008
regarding Granting of Plantation Business License– Cultivation (IUP-B) (capacity:
TBS 20 ton/hour).

(f) Decision of Head of Dinas Penanaman Modal dan Pelayanan Terpadu Satu Pintu,
South Sumatera Province No.2/16/IU/PMDN/2017 dated 15 March 2017 for the
capacities as detailed in point 1. above. The IUP shall be valid to the extent that PT
DMIL remains carrying on its business activities.

5. ENVIRONMENTAL LICENSE

(a) ANDAL, RKL, RPL approved by Environment Evaluation Commission of South

Sumatera Province on 19 March 1999, as revised on 9 March 2004 for the palm oil
plantation and mill located at Districts of Rupit and Karang Dapo, Regency of Musi
Rawas, Province of South Sumatera, in the total area of 17,793.50 ha and
processing industry in the capacity of 60 ton TBS/hour.

65
 (b) Decision of Regent of Musi Rawas regarding Environmental License for Plantation
and Palm Oil Mill was issued and valid as of 26 November 2013 and will be revoked
if PT DMIL stops its business and/or activities.

(c) Decision of Regent of Musi Rawas regarding Second Extension of Disposal of Waste
Water was issued and valid for 2 years as of 5 October 2016.

(d) Decision of Regent of Musi Rawas regarding toxic and hazardous materials (B3)
Waste Management License was issued on 5 October 2016, which will be valid for
5 years.

(e) Disturbance and Business Location Permit – there are 2 (two) permits issued by
Chairman of BPMPPT of Musi Rawas Utara Regency on behalf of the Regent of
Musi Rawas Utara on 24 March 2017 for palm oil mill office (located at Desa
Karang Dapo I, Musi Rawas Utara) and for and CPO mill office (at Musi Rawas
Utara) which valid for 1 year period.

(f) Ten approval issued on April, August, and September 2007 by Dinas Tenaga Kerja
dan Transmigrasi Kabupaten Musi Rawas, Pemerintah Kabupaten Musi Rawas for
using 1 unit water pipe types of land steam boiler, 1 unit vessel steam separator, 1
unit vessel vacuum dearator, 1 unit sterilizer, electricity installation, fire installation
(hydrant), installation of electrostatically lightning, 1 unit back pressure vessel,
steam turbines, 1 unit steam jet.

6. BUILDING PERMIT

(a) Decision of Bupati Musi Rawas No. 21/KPTS/II/IMB/2004 dated 20 October 2004
for employees housing located at Desa Karang Dapo with the total building area of
870 m2.

(b) Decision of Bupati Musi Rawas No. 22/KPTS/II/IMB/2004 dated 20 October 2004
for palm oil mill located at Desa Karang Dapo with the total building area of 3.719
m2.

7. OTHER LICENSES

(a) Company Registry (Tanda Daftar Perusahaan –“TDP”) No.06055.151032

Issued by Pj Bupati Rawas Utara in 30 June 2014 to PT DMIL, a palm oil plantation,
located at Desa Karang Dapo I, valid from until 14 April 2019.

(b) Tax Registration Number (Nomor Pokok Wajib Pajak –“NPWP”)

No.01.633.536.6-057.000 issued by Foreign Tax Service Office (KPP Penanaman
Modal Asing Empat) to PT DMIL, located at Karawang Office Park Ruko Blok L.

(c) NPWP No. 01.633.536.6-303.001

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 Issued for PT DMIL, located at Desa Karang Dapo, Karang Dapo I, Karang Dapo,
Musi Rawas.

(d) SKDP No.503/17/1/PU/2017

Issued by Pemerintah Kota Tangerang on behalf of Camat Cibodas, on January
2017.
There are 2 (two) other SKDP, namely SKDP issued by Head of Desa Bingin Rupit
and SKDP issued by Head of Desa Karang Dapo I, both dated 31 July 2013.

(e) Trading Business License (Surat Izin Usaha Perdagangan – “SIUP”) for Large Scale
No. 07.03/33/VI/MRU/VI/2014 issued by Pj Bupati Musi Rawas Utara in 30 June
2014 to PT DMIL for a palm oil plantation located at Desa Karang Dapo which valid
as long as PT DMIL carry on its business.

(f) Import Licenses

(1) BKPM Approval No.405/APIT/PMA/2001, dated 31 August 201, as

amended by BKPM Approval No.405/APIT/PMA/2006, dated 25 August
2006 regarding Limited Import License (Angka Pengenal Importir Terbatas
– APIT)

(2) Manufacturer Import License (Angka Pengenal Importir-Produsen – API-P)

dated 21 July 2011, which allows PT DMIL to import the raw material for its
production. This API-P however, must be adjusted to be in line with the
latest import regulations.

(3) Custom Identity Number (Nomor Identitas Kepabeanan – NIK)

No.01.014241 dated 19 October 2011.

C. CAPITAL STRUCTURE

As a company established under the framework of Indonesian Capital Investment Law, the
approval from Indonesian BKPM is required for any change of capital structure of
PT DMIL, in addition to the requirement for obtaining approval from MOLHR.

PT DMIL was established initially with the issued and paid up capital of Rp.150,000,000.
Since its establishment PT DMIL increased its capital structure several times, in 2012 the
shareholders of PT DMIL approved the last amendment of capital structure of PT DMIL
from Rp.160,067,000,000.00,- to become Rp.800,067,000,000.00,- consisting of 800,067
shares with a nominal value of Rp1,000,000.-/shares.

The capital structure of PT DMIL has been amended by the following amendment deeds:

1. Deed Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.1

dated 1 May 1995, referred to in point A.3.(a) above, which records the approval

67
 from the GMS of PT DMIL for, among others, the issuance of 100 shares from the
portfolio of PT DMIL to Mr. Supriadi (75 shares) and Mr. Yasin (25 shares). Based
on this amendment deed the authorized, issued, and paid up capital of PT DMIL
increased from Rp.150,000,000.00 to become Rp.250,000,000.00.

The documents evidencing the report to MOLHR and registration at the Company
Registry made by PT DMIL are not available in the Data Room.

2. Deed of Declaration of Shareholders Resolution No.47 dated 14 October 1995,

referred to in point A.3.(b) above, which records the approval from the GMS of PT
DMIL for the change of status of PT DMIL to become PT PMA and therefore the
amendment of AOA of PT DMIL, including the increase of authorized, issued and
paid up capital of PT DMIL from Rp.250,000,000.00,- to become Rp.
45,000,000,000.00,- with the nominal value of each shares Rp.1,000,000.00,-.

This amendment deed has been approved by MOLHR as evidenced by Letter of

Approval No.C2-2750.HT.01.04.TH.96 dated 27 February 1996. The change of
status of PT DMIL as stated in the said amendment deed has been approved by
BKPM in its letter of approval No.29/V/PMA/1995 dated 28 June 1995, as amended
by letter of approval No.454/III/PMA/1995 dated 3 October 1995.

3. Deed of Declaration of Shareholders Resolution No.3 dated 10 March 2003,

referred to in point A.3.(d) above, which records the approval from the GMS of PT
DMIL, among others for the increase of authorised capital, issued and paid up
capital from Rp.45,000,000,000.00,- to become Rp.140,000,000,000.00,- with the
nominal value of each shares Rp.1.000.000,-).

The documents evidencing the approval and receipt of report from MOLHR are not
available in the Data Room. In this regard BKPM in its letter of approval
No.870/III/2004 dated 6 September 2004 approved the reduction of capital of PT
DMIL from Rp.140,000,000,000.00,- to become Rp.45,000,000,000.00,-

In view of the above finding and the agenda of the GMS referred to in point 4.
below, it can be concluded that the capital increase based on the amendment said
deed No.3 has never been processed to MOLHR for approval.

4. Deed Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.75

dated 19 May 2006, referred to in point A.3.(e) above, which records from the
GMS of PT DMIL, among others, for the increase of authorized, issued and paid up
capital of PT DMIL from Rp.45,000,000,000.00,- to become
Rp.150,700,000,000.00,- with the nominal value of each shares Rp.1,000,000.00,-;
by converting of the debt due from PT DMIL to Bounty Corp. Sdn.Bhd.

This amendment deed has been approved by MOLHR as evidenced by Letter of

Approval No. W7-01264.HT.01.04-TH.2006 dated 4 October 2006 and has been
notified to MOLHR as evidence by notification receipt from MOLHR No. W7-
HT.1.04-4563 dated 9 April 2007. BKPM approval for the change of capital
structure and shareholding composition as stated in the said amendment deed is
not available in the Data Room.

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 5. Deed of Declaration of Shareholders Resolution No.60 dated 13 April 2007,
referred to in point A.3. (g) above, which records the approval from the GMS of PT
DMIL for the increase of authorized, issued and paid up capital of PT DMIL from
Rp.150,700,000,000.00,- to become Rp.160,067,000,000.00,- with the nominal
value of each shares Rp.1,000,000.00,-; which part of the payment of the issued
capital of Rp.9,367,000,000.00,-; by converting of the debt due from PT DMIL to
Bounty Corp. Sdn.Bhd. and Perisind Plantation and Agriculture Sdn. Bhd.

This amendment deed has been approved by MOLHR as evidenced by Letter of

Approval No. W7-08471.HT.01.04-TH.2007 dated 30 July 2007. The change of
capital structure, shareholders and shareholding composition as stated in the said
amendment deed has been approved by BKPM in its letter of approval
No.1048/III/PMA/2007 dated 25 July 2007.

6. Deed of Declaration of Shareholders Resolution No.77 dated 28 September 2012,

referred to in point A.3.(i) above, which records the approval from the GMS of PT
DMIL for the increase of authorized, issued and paid up capital of PT DMIL from Rp.
160,067,000,000.00.,- to become Rp.800,067,000,000.00,- with the nominal value
of each shares Rp.1,000,000.00,-.
This amendment deed has been approved by MOLHR as evidenced by Letter of
Approval No. AHU-52440.AH.01.02.Tahun 2012 dated 8 October 2012. The change
of capital structure, shareholders and shareholding composition as stated in the
said amendment deed has been approved by BKPM in its letter of approval
No.1688/A.8/PMA/2012 dated 8 October 2012.

All amendments of the capital structure of PT DMIL as detailed above have complied with
the prevailing laws and regulations, unless amendment as incorporated in the Deed No.1,
dated 1 May 1995 referred to in point 1. above, made by Irawan, S.H., for the issuance of
100 new shares from its portfolio, which has not been reported to MOLHR and has not
been registered at the Company Registry.

D. SHAREHOLDERS AND SHAREHOLDING COMPOSITION

As a company established under the framework of Indonesian Capital Investment Law, the
approval from Indonesian BKPM is required for any change of shareholders and
shareholding composition of PT DMIL, for which a technical recommendation from
Directorate General of Plantation is required.

1. PT DMIL was established as a local company owned by Indonesian citizens.

2. The participation of foreign shareholders, namely Perisind Plantation & Agriculture Sdn Bhd
and Bounty Crop Sdn Bhd was started in 1995, since then PT DMIL was a PMA Company.

3. Since 2012 PT Agro Investama Gemilang became the majority and controlling shareholders
of PT DMIL by acquiring the entire shares of Mr. Supriadi (minority shareholder) and part of
shares of PT DMIL from Bounty Crop Sdn Bhd (majority shareholder).

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4. PT Agro Investama Gemilang further acquired the remaining shares of PT DMIL from
Bounty Crop Sdn Bhd in December 2013 which resulted in PT Agro Investama Gemilang as
the sole shareholder of 800,067 shares issued by PT DMIL, since then PT DMIL was a PMDN
Company.

5. Since its establishment PT DMIL changed shareholders and its shareholding composition.
The change of shareholders and shareholding composition of PT DMIL has been approved
by the shareholders of PT DMIL as incorporated in the following deeds:

(a) Deed Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.1

dated 1 May 1995, referred to in point A.3.(a) above, which records the approval of
the shareholders of PT DMIL for the issuance of 100 shares from the portfolio of PT
DMIL to Mr. Supriadi (75 shares) and Mr. Yasin (25 shares) and the transfer of 25
shares owned by Mr. Eddy and 50 shares owned by Mr. Yusrizal; all to Mr. Yasin.
Based on this GMS the shareholders and shareholding composition of PT DMIL
were changed as detailed below:
(i) Eddy Irianto 50 shares 25 shares
(ii) Yusrizal 50 shares -
(iii) Supriadi 50 shares 125 shares
(iv) Yasin - 100 shares
250 shares

The documents evidencing the report to MOLHR and registration at the Company
Registry made by PT DMIL are not available in the Data Room.

(b) Deed Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.15

dated 11 May 1995, made by Irawan, S.H., Notary, which records the approval of
the shareholders of PT DMIL for the the transfer of 100 shares owned by Mr. Yasin
to Mr. Supriadi. Based on this GMS the shareholders and shareholding
composition of PT DMIL were changed as detailed below:

(i) Eddy Irianto 25 shares 25 shares

(ii) Supriadi 125 shares 225 shares
(iii) Yasin 100 shares - shares-
250 shares

This change of shareholding composition has been registered at District Court of

Bengkulu under registration No.04/PBH/NOT/1995 dated 12 May 1995.

(c) Deed of Declaration of Shareholders Resolution No.47 dated 14 October 1995,

referred to in point A.3.(b) above, which records the approval from the
shareholders of PT DMIL for the transfer of 25 shares owned by Mr. Eddy Irianto to
Mr. Supriadi, the change of status of PT DMIL to become PT PMA and therefore the
amendment of AOA of PT DMIL, including the increase of authorized, issued and
paid up capital of PT DMIL from Rp.250,000,000.00,- to become Rp.
45,000,000,000.00,- with the nominal value of each shares Rp.1,000,000.00,-.
Based on this GMS the shareholders and shareholding composition of PT DMIL
were changed as detailed below:
70
 (i) Eddy Irianto 25 shares - shares
(ii) Supriadi 250 shares 2,250 shares
(iii) Perisind Plantation & Agriculture Sdn.Bhd. 22,950 shares
(iv) Bounty Corp. Sdn. Bhd. 19,800 shares
45,000 shares

This amendment deed has been approved by MOLHR as evidenced by Letter of

Approval No.C2-2750.HT.01.04.TH.96 dated 27 February 1996. The change of
status of PT DMIL as stated in the said amendment deed has been approved by
BKPM in its letter of approval No.29/V/PMA/1995 dated 28 June 1995, as amended
by letter of approval No.454/III/PMA/1995 dated 3 October 1995.

(d) Deed of Declaration of Shareholders Resolution No.2 dated 1 February 1999, made
before Saal Bumela, S.H., Notary, which records the approval of the shareholders
of PT DMIL for the transfer of 9,450 shares owned by Perisind Plantation &
Agriculture Sdn.Bhd. to Bounty Corp. Sdn. Bhd. Based on this GMS the
shareholders and shareholding composition of PT DMIL were changed as detailed
below:

(i) Supriadi 2,250 shares 2,250 shares

(ii) Perisind Plantation & Agriculture Sdn.Bhd. 22,950 shares 13,500 shares
(iii) Bounty Corp. Sdn. Bhd. 19,800 shares 29,250 shares
45,000 shares

The change of shareholders and shareholding composition has been approved by

BKPM in its letter of approval No.178/III/PMA/1999 dated 25 February 1999.

(e) Deed of Declaration of Shareholders Resolution No.3 dated 10 March 2003,

referred to in point A.3.(d) above, which records the approval of the shareholders
of PT DMIL, among others, for the increase of authorised capital, issued and paid
up capital from Rp.45,000,000,000.00,- to become Rp.140,000,000,000.00,- with
the nominal value of each shares Rp.1.000.000,-). Based on this GMS the
shareholding composition of PT DMIL were changed as detailed below:

(i) Supriadi 2,250 shares 7,000 shares

(ii) Perisind Plantation & Agriculture Sdn.Bhd. 13,500 shares 42,000 shares
(iii) Bounty Corp. Sdn. Bhd. 29,250 shares 91,000 shares
140,000 shares

The documents evidencing the approval and receipt of report from MOLHR are not
available in the Data Room. In this regard BKPM in its letter of approval
No.870/III/2004 dated 6 September 2004 approved the reduction of capital of PT
DMIL from Rp.140,000,000,000.00,- to become Rp.45,000,000,000.00,-

In view of the above finding and the agenda of the GMS referred to in point (f)
below, it can be concluded that the capital increase based on the amendment said
deed No.3 has never been processed to MOLHR for approval.

71
(f) Deed of Minutes of Extraordinary General Meeting of Shareholders of PT DMIL
No.75 dated 19 May 2006, referred to in point A.3.(e) above, which records the
approval of the shareholders of PT DMIL, among others, for the increase of
authorized, issued and paid up capital of PT DMIL from Rp.45,000,000,000.00,- to
become Rp.150,700,000,000.00,- with the nominal value of each shares
Rp.1,000,000.00,-; by converting of the debt due from PT DMIL to Bounty Corp.
Sdn.Bhd.

Based on this GMS the shareholders and shareholding composition of PT DMIL

were changed as detailed below:

(i) Supriadi 2,250 shares 2,250 shares

(ii) Perisind Plantation & Agriculture Sdn.Bhd. 13,500 shares 13,500 shares
(iii) Bounty Corp. Sdn. Bhd. 29,250 shares 134,950 shares
150,700 shares

This amendment deed has been approved by MOLHR as evidenced by Letter of

Approval No. W7-01264.HT.01.04-TH.2006 dated 4 October 2006 and has been
notified to MOLHR as evidence by notification receipt from MOLHR No. W7-
HT.1.04-4563 dated 9 April 2007. BKPM approval for the change of capital
structure and shareholding composition as stated in the said amendment deed is
not available in the Data Room.

(g) Deed of Declaration of Shareholders Resolution No.60 dated 13 April 2007,

referred to in point A.3.(g) above, which records the approval of the shareholders
of PT DMIL for the increase of authorized, issued and paid up capital of PT DMIL
from Rp.150,700,000,000.00,- to become Rp.160,067,000,000.00,- with the
nominal value of each shares Rp.1,000,000.00,-; which part of the payment of the
issued capital of Rp.9,367,000,000.00,-; by converting of the debt due from PT
DMIL to Bounty Corp. Sdn.Bhd. and Perisind Plantation and Agriculture Sdn. Bhd.
Based on this GMS the shareholders and shareholding composition of PT DMIL
were changed as detailed below:

(i) Supriadi 2,250 shares 2,250 shares

(ii) Perisind Plantation & Agriculture Sdn.Bhd. 13,500 shares 14,326 shares
(iii) Bounty Corp. Sdn. Bhd. 134,950 shares 143,491 shares
160,067 shares

This amendment deed has been approved by MOLHR as evidenced by Letter of

Approval No. W7-08471.HT.01.04-TH.2007 dated 30 July 2007. The change of
capital structure, shareholders and shareholding composition as stated in the said
amendment deed has been approved by BKPM in its letter of approval
No.1048/III/PMA/2007 dated 25 July 2007.

(h) Deed of Declaration of Shareholders Resolution No.127 dated 25 June 2009, made
before Sugito Tedjamulia, S.H., Notary, which records the approval of the
shareholders of PT DMIL for the sale of 14,326 shares owned by Perisind Plantation
& Agriculture Sdn.Bhd. to Bounty Corp. Sdn. Bhd.

72
 Based on this GMS the shareholders and shareholding composition of PT DMIL
were changed as detailed below:

(i) Supriadi 2,250 shares 2,250 shares

(ii) Perisind Plantation & Agriculture Sdn.Bhd. 14,326 shares - shares
(iii) Bounty Corp. Sdn. Bhd. 143,491 shares 157,817 shares
160,067 shares

This change of shareholding composition of PT DMIL has been notified to MOLHR

as evidenced by notification receipt from MOLHR No. AHU-
0043667.AH.01.09.Tahun 2009 dated 16 July 2009. The change of shareholding
composition as stated in the said amendment deed has been approved by BKPM
in its letter of approval No.770/III/PMA/2009 dated 19 June 2009.

(i) Deed of Declaration of Shareholders Resolution No.77 dated 28 September 2012,

referred to in point A.3.(i) above, which records the approval of the shareholders
of PT DMIL for the increase of authorized, issued and paid up capital of PT DMIL
from Rp. 160,067,000,000.00.,- to become Rp.800,067,000,000.00,- with the
nominal value of each shares Rp.1,000,000.00,-.
Based on this GMS the shareholders and shareholding composition of PT DMIL
were changed as detailed below:

(i) Supriadi 2,250 shares 40,003 shares

(ii) Bounty Corp. Sdn. Bhd. 157,817 shares 760,064 shares
800,067 shares

This amendment deed has been approved by MOLHR as evidenced by Letter of

Approval No. AHU-52440.AH.01.02.Tahun 2012 dated 8 October 2012. The change
of capital structure, shareholders and shareholding composition as stated in the
said amendment deed has been approved by BKPM in its letter of approval
No.1688/A.8/PMA/2012 dated 8 October 2012.

(j) Deed of of Minutes of Extraordinary General Meeting of Shareholders of PT DMIL

No.84, dated 29 November 2012, made by Engawati Gazali, S.H, Notary, which
records the approval of the shareholders of PT DMIL for the sale of 720,061 shares
owned by Bounty Corp. Sdn. Bhd.; and 40,003 shares owbed by Mr. Supridi; all to
PT Agro Investama Gemilang.
Based on this GMS the shareholders and shareholding composition of PT DMIL
were changed as detailed below:

(i) Supriadi 40,003 shares - shares

(ii) Bounty Corp. Sdn. Bhd. 760,064 shares 40,003 shares
(iii) PT Agro Investama Gemilang 760,064 shares
800,067 shares

This change of shareholding composition of PT DMIL has been notified to MOLHR

as evidenced by notification receipt from MOLHR No.AHU-AH.01.10-42684 dated
30 November 2012. The change of shareholding composition of PT DMIL has

73
 been approved by BKPM in its letter of approval No.2038/A.8/PMA/2012 dated
23 November 2012.

(k) Deed Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.6

dated 9 December 2013, made by Engawati Gazali, S.H., Notary, which records the
approval of the shareholders of PT DMIL, for the transfer of 40,003 shares owned
by Bounty Corp. Sdn. Bhd. to PT Agro Investama Gemilang.
Based on this GMS the shareholders and shareholding composition of PT DMIL
were changed as detailed below:

(i) Bounty Corp. Sdn. Bhd. 40,003 shares - shares

(ii) PT Agro Investama Gemilang 800,067 shares
800,067 shares

This amendment deed has been approved by MOLHR as evidenced by Letter of

Approval No. AHU-68175.AH.01.02.Tahun 2013 dated 27 December 2013 and has
been notified to MOLHR as evidenced by notification receipt from MOLHR No.
AHU-AH.10-02828 dated 27 December 2013. The change of shareholders and
shareholding composition as stated in the said amendment deed has been
approved by BKPM in its letter of approval No.109/1/IP/PMDN/2013 dated 27
November 2013.

(l) Deed of Declaration of Shareholders Resolution No.20, dated 9 June 2014, made
before Engawati Gazali, S.H, Notary, which records the approval of the
shareholders of PT DMIL for the transfer of 1 shares owned by PT Agro Investama
Gemilang to PT Agro Niaga Utama.

Based on this GMS the shareholders and shareholding composition of PT DMIL

were changed as detailed below:

(i) PT Agro Investama Gemilang 800,067 shares 800,066 shares

(ii) PT Agro Niaga Utama 1 shares
800,067 shares

This change of shareholders and shareholding composition has been notified ro

MOLHR as evidenced by as evidenced by notification receipt from MOLHR No.
AHU-13520.40.22.2014 dated 12 June 2014.

All changes of shareholders and shareholding composition of PT DMIL as detailed above

have complied with the prevailing laws and regulations, unless the change of shareholders
which approved by the shareholders meeting of PT DMIL as incorporated in the followings
deeds:

(a) Transfer of 25 shares owned by Eddy and 50 shares owned by Yusrizal, to Yasin, as
approved in the shareholders meeting of PT DMIL which incorporated in the Deed
of Minutes of Extraordinary General Meeting of Shareholders of PT DMIL No.1,
dated 1 May 1995, referred to in point (a) above, which has not supported by the
deed of transfer or sale and purchase agreement or any other underlying

74
 document as required by the AOA of PT DMIL, along with the relevant spouse
approval;

(b) Transfer of 100 shares owned by Yasin to Supriadi, as approved in the shareholders
meeting of PT DMIL which incorporated in the Deed of Minutes of Extraordinary
General Meeting of Shareholders of PT DMIL No. 15, dated 11 May 1995, referred
ti in point (b) above, which has not supported by the deed of transfer or the sale
and purchase agreement or any other underlying document as required by the
AOA of PT DMIL, along with the relevant spouse approval;

(c) (i) Transfer of 25 shares owned by Eddy Irianto to Supriadi; and (ii) acquisition of
new shares issued by PT DMIL to Perisind Plantation & Agriculture Sdn. Bhd.
(22.950 shares) and Bounty Corp. Sdn. Bhd. (19.800 shares), as approved in the
shareholders meeting of PT DMIL which incorporated in Deed of Declaration of
Shareholders Resolution No.47, dated 14 October 1995, referred to in point
(c)above, which has not supported by the deed of transfer or the sale and purchase
aAgreement or any other underlying document as required by the AOA of PT DMIL,
along with the relevant spouse approval, and the Deed of Acquisition as required
by Law No. 40/2007 regarding Limited Liability Company (“Company Law”), and
the technical recommendation from Directorate General of Plantation;

(d) Transfer of 9.450 shares of PT DMIL owned by Perisind Plantation & Agriculture
Sdn. Bhd. to Bounty Corp. Sdn. Bhd., as approved in the shareholders meeting of
PT DMIL which incorporated in Deed of Declaration of Shareholders Resolution
No.2, dated 1 February 1999, referred to in point (d) above, which has not
supported by the Deed of Acquisition as required by the Company Law and the
AOA of PT DMIL, and the technical recommendation from Directorate General of
Plantation;

(e) Transfer of 14.326 shares of PT DMIL owned by Perisind Plantation & Agriculture
Sdn. Bhd. to Bounty Corp. Sdn. Bhd., as approved in the shareholders meeting of
PT DMIL which incorporated in Deed of Declaration of Shareholders Resolution
No.127, dated 25 June 2009, referred to in point point (h) above, which has not
supported by the deed of transfer or the sale and purchase agreement or any other
underlying document as required by the AOA of PT DMIL, and the technical
recommendation from Directorate General of Plantation; and

(f) Transfer of 1 share of PT DMIL owned by PT Agro Investama Gemilang to PT Agro

Niaga Utama, as approved in the shareholders meeting of PT DMIL which
incorporated in Deed of Declaration of Shareholders Resolution No.20, dated 9
June 2014, referred to in point (i) above, which has not supported by the deed of
transfer or the sale and purchase agreement or any other underlying document as
required by the AOA of PT DMIL along with the relevant spouse approval, and the
technical recommendation from Directorate General of Plantation;

The technical recommendation from Directorate General of Plantation for the transfer of
shares referred to in points (d) and (f) is not available in the Data Room, however the
BKPM approval for each of such transactions are available, we therefore assumed the

75
 availability of such technical recommendation which is a condition for the issuance of
BKPM approval.

E. OWNERSHIP OF HGU LAND AND PROCESS FOR OBTAINING CULTIVATION RIGHT (HGU)
AND ISSUANCE OF LAND CERTIFICATE OF THE HGU LAND (CERTIFICATE HGU)

1. LOCATION AND LOCATION PERMIT

(a) PT DMIL obtained the location permit for palm oil plantation located at Kecamatan
Rupit and Rawas Ilir, Kabupaten Musi Rawas, for the total areal of ±24,000 ha in 26
April 1995 which was valid up to 12 months.

(b) In 25 October 1995, the total area covered in the location permit was corrected to
become ±19,000 ha, for the area plantation located at Kecamatan Rupit and Rawas
Ilir, Kabupaten Musi Rawas.

(c) In 14 June 1997 PT DMIL obtained the extension of the location permit for another
12 months, for the area plantation located at Kecamatan Muara Rupit and Rawas
Ilir, Kabupaten Musi Rawas.

2. LAND RELEASE AND PAYMENT OF GRT AND GRTT

(a) Minutes of Release/Compensation – September 1996

Approximately one and a half year after the issuance of the first location permit,
PT DMIL processed the payment of compensation to 188 persons, each for 2 ha
(meaning for the total area of 376 ha) for the issuance of Land Statement Letter
(Surat Keterangan Tanah - “SKT”) and the payment of compensation of their rights,
based on resolution adopted in a meeting of TIM WASDAL Kabupaten Musi Rawas
dated
6 September 1996.

For the said compensation payment, a Minutes of Release/Compensation for the

Issuance of Land Statement Letter (Berita Acara Pembebasan/Uang Pesangon
Ganti Rugi Pembuatan Surat Keterangan Tanah (SKT) dated 20 September 1996
was signed by Asisten Tata Praja, Head of BPN of Musi Rawas Regency, Kabag Tata
Pemerintahan, Head of Office of SOSPOL, Kabag Local Government, Kasdim 406,
Head of Forestry, Head of Sub-District Rupit, Danramil Rupit, Head of Police of
Rupit, Head of Village Bingin Rupit Ulu, Kasubag Tata Pemerintahan Umum, PT
DMIL, and 188 people of Village Bingin Rupit Ulu, Sub-District Rupit, Regency Musi
Rawas; for a free relinquishment of rights over the land located at Village Bingin
Rupit Ulu, Sub-District of Rupit, Regency of Musi Rawas, Province of South
Sumatera; and their receipt of compensation of their rights and SKT issued by Head
of Desa Bingin Rupit and Camat Rupit.
This Minutes of Release is an evidence of the said relinquishment and that legal
relationship between the person and the land or the grown crop is relinquished
free from any encumbrance.

76
 No SKT available in the Data Room which supposed to be attached to the said
Minutes of Release/Compensation, there are only incomplete statement letters
and receipts, namely 130 statement letters and 39 receipts out of 188 people who
signed the Minutes of Release/Compensation.

No map attached to the Minutes of Release/Compensation which show the

location/position of the area being relinquished, so that we cannot do the
verification.

We found a map of GRL/GRTT 2016 and plan 2017 prepared by PT DMIL which
states that until 2016 PT DMIL has paid GRL/GRTT for the total area of 10,118.75
ha. In contrary, during the due diligence interview it was clearly confirmed to us
that there are other than (incomplete and insufficient) documents evidencing the
payment of GRT/GRTT back in 1996 as explained above, which if they are
complete, covers the area of 376 ha, no other documents evidencing the payment
of GRT/GRTT. by PT DMIL. During the site visit with the head of Kertasari village,
it was explained to us that the total area which have been released by PT DMIL
since 1992 is ± 1,200 ha.

(b) Release of Conversion Production Forestry – January 1998

Decision of Minister of Forestry No.3/Kpts-II/1997 dated 5 January 1998 regarding

Relinquishment of Part of Forest Area Located at Bingin Teluk Forest, Regency of
Musi Rawas, Province of South Sumatera in the total area of 14.674,90 ha, which
consists of Block A in an area of 14.191,50 ha and Block B in an area of 483,40 ha
for cultivation of palm oil plantation of PT DMIL.

This decision was issued based on the application from PT DMIL on 2 June 1995
and valid for 1 year, during which period PT DMIL shall process the obtaining of
HGU.

Content:
Decision to relinquish part of forest located at Bingin Teluk Forest, Regency of Musi
Rawas, Province of South Sumatera and hand over it to State Minister of
Agrarian/Head of BPN to be granted with HGU for PT DMIL for palm oil plantation
business.

(c) Application for Certification of Land and Land Inspection by Panitia Pemeriksaan
Tanah “B” - 1998

Two years after the said land release and compensation payment in 1996, and
before the expiration of the Decision referred to in point (b) above, PT DMIL
submitted for the total area of 20,598.7 ha.

It is stated in the Letter from BPN of South Sumatera Province to the State Minister
of Agrarian/Head of BPN No.540.1.3838/26 dated 30 May 1998 that the following
information:

(i) From the total area being applied of 20,598.7 ha;

77
 (1) 14,679.40 ha the State land which formerly was production forest
area (bekas kawasan hutan produksi); and
(2) 5,000 ha area penggunaan lain (APL) outside HPH and HTI.

(ii) From the total area of 20,598.7 ha;

(1) 12,676.7 ha land was in clearing process with the land condition,
among others as follows:

-300 ha has been cleared and planted by PT PP London Sumatera

Indonesia;
-2,000 up to 2,500 ha were planted by local communities;

therefore PT DMIL shall settle or enclave the said area; and 5,2 ha
shall be deducted from land certification for local road (jalan desa).

(2) 7,920 ha have been effectively cultivated.

One of the basis of the said land certification submission was land inspection by
Panitia Pemeriksaan Tanah “B”. It is stated in the Minutes of Meeting of Panitia
Pemeriksaan Tanah “B” that Panitia B does not object the granting of HGU applied
by PT DMIL for palm oil plantations, provided that PT DMIL shall settle or enclave
the area referred to in points (1) above, namely:

(i) 300 ha has been cleared and planted by PT PP London Sumatera Indonesia;
(ii) 2,000 up to 2,500 ha was planted by local communities; and

5,2 ha shall be deducted from land certification for local road (jalan desa).

3. ISSUANCE OF CERTIFICATE OF HGU LAND – OCTOBER 1998

Based on the Decision of State Minister of Agrarian/Head of BPN No.38/HGU/BPN/98/A/51

dated 26 June 1998, as corrected by Decision of State Minister of Agrarian/Head of BPN
No.38/HGU/BPN/98/A/51 dated 21 September 1998 regarding the Granting of HGU
Located at Regency of Musi Rawas, Province of South Sumatera, a certificate of HGU Land,
Certificate No.4, dated 20 October 1998 was issued by the Land Office of Musi Rawas
Regency of South Sumatera Province for the land area of 17,793.5 ha.

As clearly shown in the letter of measurement No.01/MURA/1998, (available in the said

land certificate of HGU Land), Citation of Land Map of BPN of Musi Rawas Regency
No.12/MURA/1998, dated 20 October 1998, the HGU Land is not an integrated plot of land,
area, it is separated into 2 plots of land.

The document evidencing the performance of obligation of PT DMIL to pay income fees
(uang pemasukan) Rp.85.971.000,- as stated in the said decision were not available in the
Data Room.

78
 Copy of the HGU Land Certificate records that since 14 November 2016 the land is
encumbered with security interest (hak tanggungan) for the interest of Lembaga
Pembiayaan Ekspor Indonesia or Indonesian Eximbank for the loan in the amount of
Rp.615,000,000,000.-.

F. NEGLECTED LAND (TANAH TERLANTAR) – REDUCTION OF HGU LAND AREA

1. WARNING LETTERS – AUGUST, SEPTEMBER AND OCTOBER 2011

Thirteen years after the issuance of the HGU Land Certificate, in August, September, and
October 2011 the Head of Regional Land Office of South of Sumatera Province issued 3
(three) warning letters for the neglected land covering an area of 8,229.9 ha (or 9,161.5 ha
– in the 3rd warning letter) in the area of the HGU Land. Each of such warning letters:

(d) were not supplemented with the maps showing the location/position of the
indicated neglected land;

(e) set out the obligation of PT DMIL to submit the progress report on use and
utilization of the neglected land every 2 (two) weeks to the Head of Regional Land
Office of South Sumatera Province and copied to the Head of Regional Land Office
of Musi Rawas Regency.

No progress report submitted by PT DMIL as required by the said warning letters are
available in the Data Room.

2. RESPOND FROM PT DMIL – JUNE 2013

Only after PT Agro Investama Gemilang acquired PT DMIL (in October 2012) PT DMIL
responded the warning letters and processed this matter by sending a letter dated 20 June
2013 to the Head of Land Office through the Deputy of Land Control and Community
Empowerment which requested BPN to re-examine the matter by observing the field
activities conducted by PT DMIL, and considering potential social-political land conflict of
which may be arisen.

One of the basis of PT DMIL in responding the warning letters was an agreement between
PT DMIL and KUD Desa Pakar Maur (representing 2,937 members as plasma farmers), Deed
No.1, dated 3 July 2006, made before H. Indraputra Jaya, SH, Notary in Lubuklinggau.

3. IDENTIFICATION AND RE-EXAMINATION – JANUARY 2014

Based on the re-examination request of PT DMIL to BPN, Head of BPN South Sumatera
Province issued Letter No.61/St.16.500/I/2014 dated 8 January 2014 to assign it staff to
conduct the identification and re-examination from 9 to 11 January 2014. The following is
the finding of the condition of land utilization:

(a) Land utilized by PT DMIL, totaling to 10,854.81 ha, which includes plantation road,
land cleared, emplacement, nursery area, mill and office, plantation area (in an
area of 9,303.8 ha)

79
 (b) Land utilized by PT DMIL which not in line with its purpose/allocation, totaling to
2,859.4 ha (plasma)
(c) No/un-utilized area, totaling to 6,938.69 ha, consist of 2,927.7 ha (forest) and
1,151.0 ha (rubber plantation of local communities)

Conclusion of land control/possession:

10,854.81 ha (under the possession of PT DMIL) and 6,938.69 ha (under the possession of
local communities).

4. RECOMMENDATION TO TAKE OUT THE HGU LAND FROM THE DATABASE OF THE
INDICATIVE NEGLECTED LAND – MARCH 2014

Head of BPN of South Sumatera in its letter No.667/600-16/IV/2014 dated 4 March 2014 to
the Deputy of Land Setting and Control (Deputi Bidang Pengaturan dan Pengendalian
Pertanahan) suggested taking out the land which remain under the possession of local
communities (totaling to 6,938.69 ha) from the database of the indicated neglected land.

It is stated in this letter that the total area of HGU Land which under the possession of and
utilized by PT DMIL which in line with its purpose/allocation is totaling to 10,011.6 ha. In
this regards, PT DMIL in its statement letter No.01/DMIL/II/2014 dated 5 February 2014,
states that such area has not been relinquished and compensated by PT DMIL to local
communities.

SAP Note:
The information regarding the total area under the possession of PT DMIL is not consistent
with the previous letter referred to in point 3. above.

5. FOLLOW UP OF HGU NEGLECTED LAND – OCTOBER 2014

Letter from the Head of National BPN RI to the Head of BPN of South Sumatera Province
No.4079/23.3-400/X/2014 regarding Follow-Up of the Indicated Neglected Land dated 24
October 2014 states that:

(a) 17,793.5 ha areal of HGU Land has been registered in database on ‘identified
neglected land’, and identified and inspected by Team C in 2011 as a target their
target;

(b) Based on letter of the Head of Regional Land Office of South Sumatera Province
dated 25 January 2012, the HGU was recommended to be declared as ‘neglected
land’;

(c) Result of re-identification and re-inspection from 9-11 January 2014 by Team of
Land Control and Community Empowerment (Tim Bidang Pengendalian
Pertanahan dan Permberdayaan Masayakat) is that 13,704.91 ha has been
possessed and utilized by PT DMIL in line with the HGU, and 4,088 ha is still under
possession of the other parties.

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 (d) Based on the expose result of identified neglected land, the HGU Land can be
released from database on identified neglected land, provided that:

(i) The HGU Land holder relinquishes 4,088.59 ha for partnership activities
(kegiatan kemitraan); and

(ii) The HGU Land holder may submit an application to revise the land area to
become 13,704.91 ha, based on Article 11 paragraph 1 of Government
Regulation No. 11/2010 through Deputi Bidang Hak Tanah, Pendaftaran
Tanah dan Pemberdayaan Masyarakat after the HGU Land owner
completely conducted the land relinquish.

6. PERMIT TO RELINQUISH PART OF THE HFU LAND – JANUARY 2015

Letter from the Head of Regional Land Office of South Sumatera Province to the State
Minister of Agrarian/the Head of National BPN dated 23 January 2015 regarding Permit to
Relinquish Land from the Original HGU Land in the area of 4,088.5.

It is stated that:

(a) Based on Deed of Agreement No.1 dated 3 July 2006 made before H. Indraputra
Jaya, SH, Notary in Lubuklinggau, PT DMIL will release 4,088.59 ha consisting of;

(i) 2,937 ha to be relinquished to 2,937 plasma farmers listed in the Decree of

Regent of Musi Rawas dated 28 August 2003; and

(ii) 480 ha to be relinquished to local-communities’ rubber plantation; and (iii)

671.59 ha to be relinquished to the State.

(b) PT DMIL will bear all costs of such land relinquishment;

(c) The relinquished land of 2,937 ha will be applied for the land with ownership right
(Hak Milik) in the name of 2,937 farmers;

(d) Each of 2,937 farmers receiving the land with ownership right (Hak Milik)will
compensate PT DMIL for costs to build the plantation including all facilities in the
amount of Rp16,903,480.- per hectare plus interest 14% per year calculated from
the remaining obligation of each farmer in each month;

(e) Farmer’s payment to PT DMIL (until fully paid) will be set-off from the monthly
gross sales of palm fruits per month.

7. AGREEMENT OF PT DMIL TO RELINQUISH THE LAND – JULY 2016

Finally, PT DMIL in its letter No.066/PRL/PT/DMIL/VII/2016 dated 20 July 2016 states its
willingness and agreement to relinquish part of its right and correct the total area of HGU
Land from 17.795,5 ha to become 13.704,91 ha.

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8. MINUTES OF RELINQUISHMENT– NOVEMBER 2016

Based on statement of willingness and agreement referred to in point 7. above,

a Minutes of Land Relinquishment No.1127/300.6-16.5/BAPH/XI/2016 was signed by PT
DMIL before Head of BPN of Regency of Musi Rawas on 8 November 2016, which states
among other things:

(a) 4,088.59 ha is relinquished to the State for local partnership and deliver all
evidence of possession or ownership;

(b) the relinquished land is not subject to encumbrance/security interest (hak

tanggungan);

(c) the relinquished land is not confiscated or subject to any dispute:

(d) the relinquished land has not been transferred/assigned to the other parties;

(e) there is no party jointly owning the title over the said relinquished land.

As consequence the total area of HGU stated in the Certificate of HGU Land of PT DMIL was
corrected to become 13,704.91 ha.

It is stated in this Minutes of Land Relinquishment that the HGU Land is located at villages
of Desa Maur Rupit, Pantai, RT Kadam, Beringin Rupit, Kr. Dapo I, II, Kertasari, Batu Gajah,
Maur Baru, Biaro Baru, Regency of Musi Rawas Utara (previously known as: the Regency of
Musi Rawas).

Please refer to point G.1. for more detail information regarding the current stage of the
issuance of relinquishment process to the local partnership.

G. PARTNERSHIP WITH LOCAL FARMERS/PLASMA AND POTENTIAL CLAIM ON THE HGU

LAND

From the DD Documents available in the Data Room, we found that there are 2
cooperatives (Koperasi) which to establish a partnership for cultivating the plasma area,
namely KUD Pakar Maur and KSU Amanah. This information was confirmed by PT DMIL
during the due diligence meeting.

1. Koperasi Unit Desa Pakar Maur (KUD Pakar Maur)

Cooperation between PT DMIL and KUD Pakar Maur is incorporated in Deed No.1, dated 3
July 2006, made before H. Indraputra Jaya, SH, Notary in Lubuklinggau.

KUD Pakar Maur signed this agreement on behalf of and therefore represents 2,937
farmers members of KUD Pakar Maur, which names are listed in the Decree of Regent of
Musi Rawas dated 28 August 2003.

Based on this deed, PT DMIL agreed to split 4,088.59 ha from its HGU Land area for the
following purposes and understanding:
82
(a) 2,937 ha to be relinquished to 2,937 plasma farmers for which the plasma farmers
shall pay the compensation to PT DMIL for:

(i) the issuance of land certificates with land ownership right (Sertifikat Hak
Milik – “SHM”) under the name of each plasma farmers; and
(ii) the development of plasma palm oil plantation and its facilities, which
payment shall be directly off-set with the sale price of the TBS to be sold by
the plasma farmers to PT DMIL.

(b) 480 ha to be relinquished to local-communities’ rubber plantation; and

(c) 671.59 ha to be relinquished to the State.

(f) PT DMIL will bear all costs of such land relinquishment and development of plasma
palm oil plantation and its facilities

(g) The relinquished land of 2,937 ha will be applied for the land with ownership right
(Hak Milik) in the name of 2,937 farmers;

(h) Each of 2,937 farmers receiving the land with ownership right (Hak Milik) will
compensate PT DMIL for costs to build the plantation including all facilities in the
amount of Rp16,903,480.- per hectare plus interest 14% per year calculated from
the remaining obligation of each farmer in each month;

(i) Farmer’s payment to PT DMIL (until fully paid) will be set-off from the monthly
gross sales of TBS (fresh palm fruits) by the farmers to PT DMIL per month.

(j) So long that the farmers has not settle its payment obligation to PT DMIL, the
plasma area shall be jointly managed with PT DMIL, whereby PT DMIL is entitled
for a management fee in the amount of 3% of the actual cost of production, which
will be set-off from the monthly gross sales of TBS (fresh palm fruits) by the
farmers to PT DMIL per month.

Regarding the certification of land with ownership right (Hak Milik), we examined 615 SHM
which were available in the Data Room during the last days of our due diligence, each
issued by to plasma farmers, each for an area of approximately 9,000 m2. Despite the
commitment of PT DMIL to bear the cost as detailed above, during the due diligence
meeting we had with PT DMIL, we were informed that the land certification is financed by
the Government Program (PRONA) and this far PT DMIL paid the tax for the issuance of the
SHM to each of the farmers.

The documents evidencing the said land certification funding by the Government and tax
has been paid by PT DMIL for the said land certification were not available in the Data
Room. Since the time difference between the date of the agreement with KUD Pakar Maur
(2006) and the year of issuance of the SHM (2017), it is difficult to verify whether the SHM
are issued to the local farmers whose name are stated in Decree of Regent of Musi Rawas
dated 28 August 2003.

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2. Koperasi Serba Usaha Amanah (KSU Amanah)

Cooperation between PT DMIL and KSU Amanah is incorporated in Cooperation Agreement

for the Development of Palm Oil Plantation with Partnership Method between PT DMIL
and KSU Amanah, Deed No.43, dated 28 June 2012, made before Rita Sang Dewi, S.H.,
Notary in Kabupaten Musi Rawas.

Based on the said cooperation agreement KSU Amanah and PT DMIL agreed to cooperate
for developing the un-utilized palm oil plantation on the HGU Land of PT DMIL in the total
area of 430 ha by 430 plasma farmers which are members of KSU Amanah, each for an area
of 1 ha. The members of KSU Amanah are the candidates of plasma farmers at Desa
Karang Dapo I.

The following are the terms and conditions of such cooperation agreement:

(a) KSU Amanah authorizes PT DMIL to develop and manage the plasma which covers,
among others:

(i) identify plasma area and its boundaries will be incorporated in a map to be
signed by KSU Amanah, PT DMIL, and Head of Village/Lurah and Mayor;

(ii) Identify and determine specification and technical agronomy of all works
related to plasma will be determined by the parties;

(iii) the parties agree to cooperate in obtaining funding Kredit Investasi Kebun.
No parties shall be responsible if no funding can be obtained from the bank
or other party, and KSU Amanah, PT DMIL, and local government shall seek
to obtain such funding from other party;

(iv) maintain, manage, develop and harvest the crop, as well as market, sell,
and transport the TBS produced from the plasma area;

(v) process the land splitting of the HGU Land certificate under the name of
candidates of plasma farmers at the cost of the candidates of plasma
farmers after the Kredit Investasi Kebun fully repaid or if required by the
bank.

(b) This cooperation agreement is valid until the full repayment of the Kredit Investasi
Kebun.

(c) The development and maintenance of the plasma will be financed by Kredit
Investasi Kebun, and therefore after the land splitting of part of the plasma area to
be under the name of KSU Amanah or the candidate of plasma farmers, will be
encumbered as security for Kredit Investasi Kebun.

84
 (d) KSU Amanah is not entitled to determine working plan and working system
conducted by PT DMIL, therefore KSU Amanah shall assist PT DMIL to monitor the
field activities.

(e) Responsibility of KSU Amanah:

(i) sell the TBS to PT DMIL and is prohibited from selling the TBS to other
party.

(ii) verify the candidate of plasma farmers based on the pre-determined

criteria.

(iii) ensure the candidate of plasma farmers will and/or has already process
Surat Pengakuan Hak (“SPH”) in accordance with the Result of Facilitation
Team (Hasil Tim Fasilitasi) No.140/62/I/2010, dated 20 January 2010 to be
handed over to Tim Penyelesaian Permasalahan Perkebunan Kabupaten
(TP3K) Musi Rawas, for selection and determination of candidate of plasma
farmers as issued in the form of Decision of Regent, and the formation of
cooperative who will be recommended by the Regional Government of
Musi Rawas.

(iv) grant the power of attorney to the bank to transfer all fund of Kredit
Investasi Kebun to the account of PT DMIL to finance the development and
maintenance of plasma.

On 22 February 2012 the Government Regency of Karang Dapo facilitated a meeting

attended by PT DMIL and representative of communities of village of Karang Dapo I which
discussed the settlement of claim from the communities of village of Karang Dapo I. The
meeting was chaired by Regent of Musi Rawas. For this settlement of claim (a) PT DMIL
prepare a statement letter to settle such claim, copy of which is not available for our
examination; (b) the communities of village of Karang Dapo I agreed to such statement; (c)
PT DMIL can continue the development of the plantation; and (d) the communities of
village of Karang Dapo I agreed not to make any claim to the development of palm oil
plantation.

3. Site Visit

It is clearly stated in the Minutes of Land Relinquishment referred to in point F.8 above that
the HGU Land is located at villages of Desa Maur Rupit, Pantai, RT Kadam, Beringin Rupit,
Kr. Dapo I, II, Kertasari, Batu Gajah, Maur Baru, Biaro Baru, Regency of Musi Rawas Utara
(previously known as: the Regency of Musi Rawas).

For the purpose of cross-checking our finding on the implementation partnership between
PT DMIL and local farmers for the cultivation of plasma based on the agreements referred
to in points 1 and 2 above as well as potential claim on the HGU Land, from 22 – 25 March
2017 SAP visited (a) villages surrounding HGU Land, (b) Sub-Districts Karang Dapo and

85
 Muara Rupit, (c) KUD Pakar Maur, (d) KSU Amanah, (e) the Government Regency of Musi
Rawas Utara; (f) BPN Musi Rawas; and (g) BPN South of Sumatera.

Attached herewith as Attachment-5 of this Final Report a summary of site visit report we
previously provided in Indonesian language.

H. PEAT SOIL RESTORATION PROGRAM AND ITS IMPACT TO THE ACTIVITIES OF PT DMIL

1. General Rule on the Issuance of Plantation Business License

Back in 2009, Minister of Agriculture issued a rule which serves as a legal basis for the
government, either province or district/municipality to issue plantation business license,
and as a reference for the stakeholders in utilizing peat soil.

Cultivation of palm oil is basically conducted on mineral soil, however, due to the limited
area availability for such activities, the palm oil cultivation can be conducted on peat soil
with certain criteria which can ensure the sustainability of peat soil function, namely:

(a) conducted only at the community land and cultivation area;

(b) thickness of peat soil layer is less than 3 meter;
(c) substratum mineral soil below the peat soil is not quartz sand and not acid sulfate
soils;
(d) peat maturity level is mature (saprik - matang) or half mature (hemik - setengah
matang); and (e) peat soil fertility.

2. Protection and Management of Peat Ecosystem

In September 2014 the Government Regulation No.71/2014 (as amended by Government

Regulation No.57/2016) on Protection and Management of Peat Ecosystem (“Peat
Ecosystem Regulation”) was promulgated to set out provisions on systematic and
integrated effort to preserve the peat ecosystem function and prevent damage to the peat
ecosystem.

(a) Utilization of Peat Ecosystem

The utilization of peat soil for palm oil plantation is subject to certain criteria of
area, classification of peat soil, and obligation of the business player to prevent,
handle, and recover the damaged peat ecosystem.

Based on the Peat Ecosystem Regulation, the utilization of peat ecosystem may be
conducted on the peat ecosystem with protection function (fungsi lindung) and
cultivation function (fungsi budidaya) by maintaining the peat hydrological
function, provided that:

(i) Peat Ecosystem Utilization for Protection Function

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 The utilization of the peat ecosystem with protection function only for
certain limited activities, namely research, science, education, and
environmental services, with the exemption as clearly stated in the
transitional provision of the Peat Ecosystem Regulation that the business
licenses and/or business activities in utilizing the peat ecosystem with
protection function issued before 12 September 2014 and actively
operated, remains valid until the expiration of such licenses.

PT DMIL is determined as the peat ecosystem with protection function, and

has the business licenses and/or actively utilized and operated the peat
ecosystem issued before 12 September 2014. Based on area statement of
PT DMIL 31 December 2016, PT DMIL has cultivated the total area of
6,198.41 ha. Consequently PT DMIL can utilize the said cultivated area
within HGU land until the expiration of the said licenses and subject to the
condition/limitation as detailed in point 4.(b) below.

The peat domes (kubah gambut) which has not been cultivated has to be
maintained as peat ecosystem with protection function as above.

(ii) Peat Ecosystem Utilization for Cultivation Function

As regards peat ecosystem with cultivation function may be utilized for any
activities in accordance with District/Municipality Plan on Protection and
Management of Peat Ecosystem for peat ecosystem in district area
formulated and determined by regent/mayor based on technical
consultation and approved by Minister of Environment (“Peat Ecosystem
Protection and Management Plan”).

Other than the obligation to comply with the said Peat Ecosystem
Protection and Management Plan, the issuance of the Peat Ecosystem
Regulation does not impact to the validity of the business license for the
utilization of peat ecosystem with cultivation function.

None of the area within HGU land of PT DMIL is determined as the peat
ecosystem with cultivation function.

(b) Prohibition for Damage Prevention of Peat Ecosystem

The Peat Ecosystem Regulation provides the standard criteria peat ecosystem
damage for both peat ecosystem with protection function and peat ecosystem with
cultivation function.

For the purpose of prevention of damage on peat ecosystem with protection

function and cultivation function, the Peat Ecosystem Regulation prohibits the
following activities:

87
 (i) land clearing until the zoning determination of protection and cultivation
functions of peat ecosystem area for certain plants as to be further
regulated by Minister of Environment Regulation. This provision will be
further explained in points 4.(b) and 4.(c) below;
(ii) constructing drainage channel which results in dry peat;
(iii) burning the soil peat and/or doing omission which results in combustion;
(iv) performing other activities that result in exceeding the standard criteria
peat ecosystem damage.

(c) Handling and Recovering Damaged Peat Ecosystem

Handling the Damaged Peat Ecosystem

The company shall be responsible to handle the following damaged peat

ecosystem as the result of peat ecosystem utilization:

(i) burnt peat soil;

(ii) exposure of berpirit sediments and/or quartz;
(iii) construction of drainage channel which results in dry peat;
(iv) land clearing on peat ecosystem.

Handling of the damaged peat ecosystem should be conducted by way of fire

suppression, isolation areas, creation of block or water control structures, other
ways that do not negatively impact to the ecosystem of peat.

Recovering Damaged Peat Ecosystem

The company must further conduct the recovery of the damaged peat ecosystem
by way of:
(i) natural succession;
(ii) rehabilitation;
(iii) restoration; and/or
(iv) other means in accordance with science and technology.

The Minister of Environment will issue regulation concerning the technical

guidelines for recovery of peat ecosystems function.

In view of the above, the Peat Ecosystem Regulation mandates for the issuance of
Regulation of Minister of Environment and Forestry, among others, concerning the zoning
determination of protection and cultivation functions of peat ecosystem area (for the
purpose of land clearing) for certain plants referred to in point 2.(b)(i) above; and technical
guidelines for recovery of peat ecosystems function referred to in point 2.(c) above (the
“Mandated Ministerial Regulations”).

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3. The Peat Soil Restoration Body (Badan Restorasi Gambut – BRG)

General Rules

To accelerate recovery of the peat soil ecosystem function damage and restoration of
hydrological function of the peat soil due to the burning forest in 2015, BRG, a non-
structural institution directly responsible to President was established in January 2016 for 5
(five) years term of office (ended in 31 December 2020), with the authority to coordinate
and facilitate the restoration of peat soil in South Sumatera, as well as Riau, Jambi, West
Kalimantan, Central Kalimantan, South Kalimantan, and Papua.

BRG shall prepare 5 (five) years plan to restore 2.000.000 ha peat soil ecosystem, whereby
30% in 2016, 20% in each 2017, 2018, and 2019, and the remaining 10% in 2020, starting
from the district of Pulang Pisau – Central Kalimantan, districts Musi Banyasin and Ogan
Komering Ilir – South Sumatera, district Meranti island – Riau.

In implementing its authority, BRG performs certain functions, among others:

(a) zoning determination of peat soil with protection and cultivation functions;
(b) socialization and education of peat soil restoration; and
(c) supervision in construction, operation, and maintenance of infrastructure in
concession area.

In September 2016, the chairman of BRG issued Indication Map of Peat Soil Restoration
(Peta Indikatif Restorasi Gambut – “Indicative Restoration Map”) attached to the Decree
of the Head of BRG No.SL.05/BRG/KPTS/2016 regarding Determination of Indicative Peat
Soil Restoration, dated 14 September 2016. (For easy reference, the Indication Restoration
Map is attached herewith as Attachment-6) which indicates peat soil area in South
Sumatera, as well as Riau, Jambi, West Kalimantan, Central Kalimantan, South Kalimantan,
and Papua which must be restored with the following priority:

(a) Priority restoration after fire in 2015 (red marked);

(b) Priority restoration of peat domes (kubah gambut) with canals (protection zone)
(blue marked);
(c) Priority restoration of peat domes (kubah gambut) without canals (protection
zone) (green marked);
(d) Priority restoration of peat (cultivation zone) (yellow marked).

Please be advised that PT DMIL can apply for verification should there is different
interpretation between PT DMIL’s data and the Indicative Restoration Map.

DMIL Restoration Area (Blue, Green, and Red Marked)

To our view, the Indicative Restoration Map for South Sumatera issued by BRG shows that
certain areas in North Musi Rawas are within the blue (peat domes with canals) and green

89
 (peat domes without canals) which classified as the peat ecosystem with protection
function; and red marked of restoration area.

The Indicative Restoration Map is further detailed in restoration work plan map for (a)
zoning functions of cultivation and protection of peat ecosystem, (b) planning governance
peat ecosystems; and (c) construction planning to wet the peat (the “Work Plan Map”).
Please refer to point 4. (c) below for further detail information of the Work Plan Map.

Based on our consultation with BRG, the Work Plan Map has been published under the
Ministry of Environment Decree No.30 of 2017. However, the Decree consists of many
maps therein to the extent that public accessible is restricted under the request of the
party who requires for the certain map only. During the consultation with BRG, BRG
agreed to provide the Work Plan Map only for the HGU area of PT DMIL.

4. Mandated Ministerial Regulations

In relation to the Mandated Ministerial Regulations referred to in last paragraph of point 2.

above, the Minister of Environment was recently promulgated the Regulation on 27
February 2017 concerning (a) Guidelines for Inventory and Function Determination of Peat
Ecosystem as mandated by Peat Ecosystem Regulation, being Regulation of Minister of
Environment and Forestry No.P.14/MENLHK/SETJEN/KUM.1/2/2017 (the “Peat Ecosystem
Function Determination Regulation”) and (b) the technical guidelines for recovery of peat
ecosystems function as mandated by Peat Ecosystem Regulation, Regulation of Minister of
Environment and Forestry No.P.16/MENLHK/SETJEN/KUM.1/2/2017 (the “Peat Recovery
Regulation”).

(a) The Peat Ecosystem Function Determination provides the following:

As of the Mandated Ministerial Regulation enacted, if 40% or more of concession

area of the company/business undertaker is determined as peat ecosystem with
protection function, the company/business undertaker is entitled to apply for land
swap (lahan usaha pengganti) to the Government of Republic of Indonesia.
However, the Government of Republic of Indonesia is still working on the
regulation of mechanism to apply for land swap and there is no certainty on where
the land swap is provided or the regulation of such mechanism is expected to be
promulgated.

(b) The Peat Recovery Regulation provides the following:

(i) peat domes (kubah gambut) within the area which has not been cultivated
has to be maintained as peat ecosystem with protection function;

(ii) peat domes (kubah gambut) within the area which has been cultivated
constitutes as peat ecosystem with protection function, can be harvested,
however replanted after harvesting is prohibited and the peat domes must
be recovered by creating a partition on the canal and a recovery in natural

90
 succession. In the case of un-successful natural succession, at the request
of the Directorate General of the Environment, the peat domes (kubah
gambut) must be planted with native plant species (tanaman asli) as listed
in the annex of this Peat Recovery Guidelines, which does not include palm
oil and rubber.

Based on our consultation with staff in Minister of Environment, harvested

under the Peat Recovery Guidelines means that 1 (one) cycle (satu daur) of
the plantation’s lifetime. Please be noted that palm oil has about 25
(twenty-five) years of lifetime.

(iii) The damaged peat soil has must be recovered within 30 days as from the
damage is found, which time of damage finding is determined by
Directorate General of the Environment, after the verification process with
the company. The relevant local government is entitled to determined
third party to recover the damage peat soil at the cost of the company if
the company fails to do the recovery within the said period. No clarity
and certainty on the possibility to replant the area after recovery.

(c) The Work Plan Map referred to point 3 above has been issued under Ministry of
Environment Decree No.30 of 2017.

The Work Plan Map particularly issued for PT DMIL by BRG (attached as
Attachment-7) shows that all areas of HGU land the Work Plan Map are within the
blue (peat domes with canals) and green (peat domes without canals) marked
restoration area which classified as the peat ecosystem with protection function;
and red marked restoration area.

The red marked restoration area, it is set as the first priority restoration due to fire
in 2015, and therefore has to be recovered within the period as detailed in point
(b) (iii) above.

Please be advised that PT DMIL is entitled to verify the Work Plan Map issued by
Minister of Environment and Forestry, which consist the function map of peat soil
ecosystem is subject to 6 months revision by Director General of Pollution
Management and Damaged Environment (Direktur Jenderal Pengendalian
Pencemaran dan Kerusakan Lingkungan) on behalf of Minister of Environment and
Forestry.

It is important to check the coordinate to ensure the location and total area which
is deemed to be under the restoration program. It is also important for PT DMIL to
verify the Work Plan Map.
In conclusion:

(i) The utilization of peat domes (kubah gambut) within the area which has
been cultivated constitutes as peat ecosystem with protection function, in

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 our case, the blue (peat domes with canals) and green (peat domes
without canals) marked restoration area in HGU land, is limited to total
area of 6,198.41 ha which has already been cultivated, and PT DMIL can
harvest until the harvesting age of the plant (1 (one) cycle of the
plantation’s lifetime) with the prohibition of replanting after harvesting,
and the peat domes must be recovered by creating a partition on the canal
and a recovery in natural succession, or in case of un-successful natural
succession, must be planted with native plant species (tanaman asli),
which does not include palm oil and rubber; and

(ii) The blue (peat domes with canals) and green (peat domes without
canals) marked restoration area in HGU land which has not been
cultivated by PT DMIL can only be utilized for (a) research, (b) science, (c)
education, and (d) environmental services; and

(iii) The red marked restoration area has to be recovered at the cost of PT
DMIL, without the clarity and certainty on the possibility to replant the
area after recovery.

Since this Peat Recovery Guidelines was recently issued and no socialization been made for
its implementation, the up-dated consultation with the relevant officer of the Ministry of
Environment and BRG is necessary.

I. LITIGATION CONFIRMATION

For the purpose of the issuance of this Final Report, we were also process the obtaining of
confirmation from BPN Musi Rawas and BPN South of Sumatera to obtain the confirmation
of land records maintained by the relevant BPN regarding the HGU Land; and the District
Courts of Lubuk Linggau, Administrative and Industrial Relations Courts of Palembang,
Commercial Court, and BANI to find out any pending claim or threatened litigation against
PT DMIL, or threatened litigation in which PT DMIL were involved, and any other
contingent liabilities that PT DMIL may have, including claim from the local government
and local communities on the HGU land owned by PT DMIL.

The followings are the confirmation we received up to the date of this Final Report:

1. Statement Letter from BANI No. 17.184/SKB/III/BANI/WD, dated 27 March 2017, which
states that for the period starting from 1 April 2014 until the date of the statement letter PT
DMIL is not registered in arbitration register at BANI.

2. Statement Letter from District Court of Palembang/PHI/Corruption Criminal Act Special

Class I.A No. 4/SK/2017/PHI Plg., dated 22 March 2017, which states that starting from 1
April 2014 until the signing date of the statement letter PT DMIL has never been registered
as a party, either as plaintiff, defendant, or co-defendant.

3. Statement Letter from Adminisitrative Court of Palembang No. 04/Surket/III/PTUN-

PLG/2017, dated 21 March 2017, which states that since April 2014 until the issuance date

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 of the statement letter PT DMIL, as well as its directors, and commissioners have never
been registered as a party, either as plaintiff, defendant, or intervention party, in
administration dispute at Adminisitrative Court of Palembang.

4. Statement Letter from the District Court of Lubuk Linggau Class I B No.340/K/2017/PN/LG
dated 24 March 2017, which states that since April 2014 until the issuance date of the
statement letter PT DMIL has never been registered/recorded in the civil nor criminal case
register, in the District Court of Lubuk Linggau Class I B.

Until the issuance of this Final Report, we have not received the confirmation letters from the
Commercial Court at the District Court of Central Jakarta, BPN Musi Rawas; and BPN South of
Sumatera.

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 Attachment-5
Summary of Site Visit on 22 – 25 March 2017
to Villages Surrounding HGU Land, Sub-Districts Karang Dapo & Muara Rupit and
KUD Pakar Maur and KSU Amanah

NO. NAME OF SOCIAL ISSUES

VILLAGES
&
Head of Village

Dispute on CSR Condition of the Un-Settled Land Status of Plasma Area

Boundaries Area was on Fire Claim/ Un-Clear/
in 2015 Un-Settled Payment Un-Fair Plasma Distribution
of GRT/GRTT
A. SUB-DISTRICT (KECAMATAN) KARANG DAPO

1. Karang Dapo Yes, with No CSR The area totaling to There are 3 persons Total area of Karang Dapo village in HGU
village Maur, ±180 ha which was who claimed area Land area ±7,000 ha, including plasma of
(Umar Aziz Kertasari, onfire in 2015 has totaling to ±40 ha 430 ha which have to be distributed to 430
October 2016 - and Pantai not been replanted. within the plasma plasma farmers, being the members of KSU
now) villages area managed by Amanah.
KSU Amanah, the
under the claim has not been The plasma area has not been separated
management of settled till now. from HGU Land of PT DMIL, however the
KSU Amanah plasma area has been planted by PT DMIL,
There is tanah ulayat whereby ±100 ha has harvested. Even so,
desa ± 400 ha, none of the plasma member received any
however it is un-clear profit distribution from the planted plasma
whether or not PT area.
DMIL has paid
GRT/GRTT. Plasma farmers request (a) the plasma to
However, this area be optimized and (b) the clarification on
has been planted by profit distribution which un-clear to the

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 PT DMIL. plasma farmers.

The coordination with the Head of Karang

Dapo village must also be improved.

2. Rantau Kadam Yes, with No CSR The area which was There was a claim on There are plasma areas in Rantau Kadam
village Kertasari on fire in 2015 has land owned by (block O) which has not been separated
(Muhtadin) village been replanted. person domiciled in from HGU Land, however the total area
Kertasari village for cannot be assured.
under the an area of ±100 ha
management of on the plasma area
KUD Pakar managed by KUD
Maur Pakar Maur, however
not settled till now.

The release of area

located in this village
to PT DMIL is un-
known.

There are an area

within the HGU Land
which also owned by
other company
called PPA. No
information
regarding the total
area.

3. Kertasari village Yes, with The total area have In 2013 there was an agreement between
(Ariyudin Rantau been released by the the local communities and PT DMIL
2005 – now) Kadam local communities regarding plasma area ±250 ha (managed
village since 1992 ±1,200 by KUD Pakar Maur), whereby PT DMIL
under the ± 100 ha ha. agreed to rehabilitate the community’s

95
 management of area and agreed to jointly seek for an area
KUD Pakar outside the HGU Land, totaling to 250 ha
Maur for 250 plasma farmers; which to date has
not been certificated.

None of the plasma member received any

distribution of profit from the planted
plasma area.

No clear report from KUD Pakar Maur

regarding the profit distributed by PT DMIL
through KUD Pakar Maur.

B. SUB-DISTRICT (KECAMATAN) MUARA RUPIT

4. Pantai village The area which was Total area of Pantai village in HGU Land
(Wajir on fire in 2015, area ±1,500 ha, which area has not been
October 2016 - located at block K seperated from HGU Land of PT DMIL,
now) has not been however part of the area has been planted
replanted. by PT DMIL.

The plasma area totaling to 248 ha has not

been certificated.

None of the plasma member received any

distribution of profit from the planted
plasma area.

5. Lubuk Rumbai No claim ever been Total area of Lubuk Rumbai village in HGU
village made by the local Land area ±1,140 ha, all have been released
(Rumain communities. and compensated by PT DMIL (blocks H, I,
2008 – 2014 and J).
October 2016 –
now) The plasma members have already received

96
 any distribution of profit from the planted
under the plasma area.
management of
KUD/TPK Serasi, The area of plasma in Lubuk Rumbai village
part of KUD which are managed by KUD Pakar Maur
Pakar Maur totaling to 2,937 ha, located at block G.

6. Desa Muara Cannot be met.

Rupit

7. Beringin Jaya No CSR Total area of Pantai village in HGU Land

village area ±1,500 ha.
(Village
secretary: The village area in HGU Land has not been
Kasim) released and compensated by PT DMIL,
however the total area cannot be assured.
under the
management of PT DMIL promised to give plasma area
KUD Pakar through KUD Pakar Maur, however the
Maur total area to be given remain un-clear.

8. Bingin Rupit No CSR The area which was It was explained that Estate 1 of PT DMIL is located in Bingin
village on fire in 2015 has based on the Rupit village.
(Hengky Basyip not been replanted. information from ex-
October 2016 – head of security of The local communities have been given
now) PT DMIL, there was with the plasma area totaling to 300 ha
strong indication that managed by KUD Pakar Maur.
under the the
management of managers of PT DMIL Land which located ± 1 km from Trans
KUD Pakar often corrupt and Sumatera highway with ±150 area of local
Maur encourage the communities, has not been released and
outside community compensated by PT DMIL.
to make claim on
HGU Land, so that The plasma area has not been certificated.

97
 compensation
(GRT/GRTT) for one The cultivation of plasma area by KUD
plot of land can be Pakar Maur is not optimal because unclear
done more than 5 management of KUD Pakar Maur and no
times. access road to the plasma area, as
consequence the distribution of profit to
plasma farmers is also not optimal as well.

9. Maur village The area which was There were many un- The village area in HGU Land has not been
(Ali Kareli on fire in 2015 has identified claims on released and compensated by PT DMIL,
October 2016 – not been replanted. the plasma area however the total area cannot be assured.
now) managed by KUD
Pakar Maur, however Most of the area are planted, but there are
under the not settled till now. certain part of the area which remain
management of neglected.
KUD Pakar It was explained that
Maur the head of village The cultivation of plasma area by KUD
received monthly Pakar Maur is not optimal because unclear
incentive from management of KUD Pakar Maur.
external party of
PT DMIL, therefore There are many local communities who
there is a possibility steal the palm oil for they daily needs.
that the incentive
given to the head of
village is smaller than
he supposed to
receive.
10. Batu Gajah Yes The area which was There are plasma areas in Batu Gajah
viilage on fire in 2015 has village which has not been released and
(Village not been replanted. compensated by PT DMIL, however, the
secretary: total area cannot be assured.
Suwaka
6 years term of The plasma area totaling to 350 ha to be
office already). allocated to 300 local communities has not

98
 been certificated.
under the
management of It has been 3 years that the plasma area
KUD Pakar has not been fertilized.
Maur
The cultivation of plasma area by KUD
Pakar Maur is not optimal because unclear
management of KUD Pakar Maur.

C. NAME OF COOPERATIVE (KOPERASI)

1. KUD Pakar Maur KUD Pakar Maur was formed in 1990 with 25 members. In 1998/1999 the number of members increased into 2,937
(M. Nazarudin local communities with the total plasma area of 2,937 ha.
2014 – now)
Members of KUD are from the following villages:
Noman, Batu Gajah, Maur Baru, Maur Lama, Bingin Rupit, Bringin Jaya, Muara Rupit, Lubuk Rumbai, and Pantai; all
located at Sub-Distrct (Kecamatan) Muara Rupit.

From 2,937ha area been applied for hak milik (“HM”) there are ± 875 HM certificates issued in November 2016.

Plasma area developed by PT DMIL at the cost of Rp.16,000,000/ha, all planted with palm oil. In 2014 KUD Pakar
Maur requested for replanting, however, it has not been realized by PT DMIL.

In 2015, ± 700 ha plasma area was on fire, the areas were scattered from block A to block G, and all areas have not
been certificated.

Members of KUD Pakar Maur have started to pay the installment for the development cost of plasma area, but it has
not fully repaid due to the un-optimized production of the plantation resulting from the limitation of fund to main the
plantation.

No other HGU issued to other company of the HGU Land of PT DMIL.

2. KSU Amanah Members of KSU Amanah is totaling to 430 person, each entitled to receive 1 ha plasma area, which has not been
(M. Zaidibni) relinquished from HGU Land of PT DMIL till now, and therefore the allocated areas have not been distributed to the

99
relevant plasma farmers.

KSU Amanah was formed in 2012 with members from local communities of Karang Dapo village.

90% of the plasma areas have been planted (blocks M19-M29 and block N).

There are 3 claims in 2013 for the area of 40 ha, however they remain un-settled till now.

The agreement between PT DMIL and KSU Amanah has been signed, however, no realization of such agreement and
therefore no fund been distributed by PT DMIL to members of KSU Amanah.

In 2015, the plasma areas managed by KSU Amanah were on fire and have not been replanted.

No other HGU issued to other company of the HGU Land of PT DMIL.

100
101
102
 Attachment - 8

PT. DENDY MARKER: HGU CLARIFICATION REPORT

Result Summary (Review starts on page 5)

1. It is found that the area calculated by Sipef is 19.949.88 Ha (based on coordinates from HGU
01/MURA/1998 which is over 2155.38 Ha compared to figures in HGU document).
2. It is found that the HGU coordinates has moved by 1.4 Km from the actual condition on the
field.
3. It is found that there is planted area outside HGU area 2016 version ( 1.120 Ha).
4. It is found that plasma area is still within HGU area based on 2016 version (869.96 Ha).

--------------------------------------------------------------------------------------------------------------------------------------

Background

There are differences in interpretation of location between Team SIPEF and Team Agro Investama Group
(AIG) on HGU Map 01/MURA/1998. Team SIPEF suggests that there is a difference between the actual
location and the location stated in HGU document; while Team AIG suggests that the actual match the
location stated in HGU document.

It triggers a conflict of opinion between SIPEF and AIG Team

Equipment and Resources:

- HGU Map PT. Dendy Marker No. 01/MURA/1998

- Work Location Map of PT. Dendy Marker
- Software ESRI ArcGIS - ArcMap
- Coordinate Transformation Software Version 1.01 Bakosurtanal (year 2005)

Methodology and Result

About HGU PT. Dendy Marker Indah Lestari

HGU Map of PT. Dendy Marker Indah Lestari was issued on 20 October 1998 with an original
area of 17.793,5 Ha.

103
Overall Preview of HGU Map

The original HGU area was 17.793,5 Ha; then, after revision in October 2016 , the HGU area
became 13.704,91 Ha with the following details:

Object No Peta Luas (HA)

1998 HGU Width PT. Dendy Marker 01/MURA/1998 17,793.50
Exclude, 1 Phase NO.11-04.10.2016 2,945.00
Exclude , 2 Phase In Progress 1,143.59 _

Current HGU 13,704.91

104
Snapshot of BPN note from the HGU document:

Other Matters:
1. According to letter from Head of Indonesian Land Agency Republic dd 24.10.2014 No. 4079/23.3-400/X/2014. Based on the result of Land
Expose. It is indicated that there are abandoned land in the area. HGU of PT Dandy Marker Indah Lestari can be issued based on the data of
land expose. Then documents will be returned to area office of South Sumatera BPN. Area of around 4000 Ha will be released for plasma
activity.
2. According to Letter from President Director of PT Dandy Marker Indah Lestari dd 20.07.2016 No. 066/PRL/DMIL/VII/2016 regarding
Approved revised area total area revision in HGU Document No. 04/MUSI RAWAS, PT DMIL agreed to release part of land and revision of
area is stated in HGU document No. 04 from 17.793.5 ha to 13.704,91 ha.

3. Main Area is 17.793,5 ha

Area issued by National Land Agency of Republic Indonesia No. 4079/23.3.400/X/2014 dd. 24 October 2014 is 4.088,59 ha consist of :

- Layout Map No. 11.04.10.2016 = 2.945 ha

- Before layout map = 1.143,59 ha

Remaining main area according to letter No. 01/MURA/1998 is 13.704,91 ha

Rectification of PT. Dendy Marker HGU Map

HGU Map from PT. Dendy Marker uses standard coordinates from BPN (Land Agency) which are
TM 3 with zone 48.1 as shown on the map:

105
Rectification process is done by combining photos taken from HGU map based on their
coordinates from the HGU map.

Area list of each HGU Parcel:

Id Remarks Luas (Ha)

1 Splinted Area, Parcel 1 403.88 The total PT. Dendy Marker‘s area
2 Parcel No 2 2,254.04 calculated by Sipef before ha reduction in
3 Main HGU Area, Parcel 3 13,065.27
4 Excluded Area Phase 2, Parcel 5 1,214.97 2016 was 19.949.88 HA. Over 2155.38 Ha
5 Excluded Area Phase 1, Parcel 4 3,011.72 compared to figures in HGU document
Total 19,949.88

Pictures from each parcel location can be seen in the picture below:

106
Result (Review)
1. Using the coordinates from HGU 01/MURA/1998 the area calculated by Sipef is 19.949.88
Ha. This figure is wider than area stated in the HGU: 17.793.5 Ha.
PT. Dendy Marker HGU coordinates show area of 17.793.5 Ha.

However, based on HGU map rectification result it is shown that:

Id Remarks Luas (Ha)

1 Splinted Area, Parcel 1 403.88
2 Parcel No 2 2,254.04
3 Main HGU Area, Parcel 3 13,065.27
4 Excluded Area Phase 2, Parcel 5 1,214.97
5 Excluded Area Phase 1, Parcel 4 3,011.72

Total 19,949.88

107
 The interesting part of this HGU map is (Please see Parcel No. 2) as shown below:
There is boundary between parcel 2 and
3.

the area of Parcel 2 is: 2254.04 Ha

If we exclude the parcel 2 from the HGU

calculation, the area calculated by Sipef
matches with the HGU document.

Please see the simulation below

Simulation HGU area without Parcel No.2

Id Remarks Luas (Ha)

Sipef calculation = 17.695.85 Ha
1 Splinted Area, Parcel 1 403.88
2 Parcel No 2 - and
3 Main HGU Area, Parcel 3 13,065.27 HGU area = 17.794.5 Ha
4 Excluded Area Phase 2, Parcel 5 1,214.97
5 Excluded Area Phase 1, Parcel 4 3,011.72

Total 17.695.85

Conclusion No. 1
Area Sipef calculation on PT Dendy Marker HGU document No.01/MURA/1998 is 19,949.88
Ha, or over 2155.38 ha from the stated area in HGU document.
The indication of difference is found in Parcel No.2.

2. It is found that the HGU Coordinates have moved by 1.4 Km from the actual location in
the field.
After HGU map 01/MURA1998 has been rectified, by Sipef based on coordinate which is
then overlayed with actual Boundary in the field of PT. Dendy Marker, it is found that there
is a significant shift of location around 1.4 Km

Due to BPN (Land Agency) coordinate stated in HGU map type TM3 with Zone 48.1 is
accurate, HGU map BPN 01/MURA/1998 can be used as a benchmark to locate the actual
areal position.

Boundary shift of planted

area in PT. Dendy Marker
Indah Lestari

+ 1.4 KM

108
 A full comparison of actual field condition with HGU maps No. 01/MURA/1998:

Conclusion No, 2
PT. Dendy Marker does not plant in the area based on HGU Map No. 01/MURA/1998 shown
by the shift of planted location in PT Dendy Marker Indah Lestari of about 1.4Km.

3. It is found that there are planted area outside HGU

Due to a shift of Planted Area of PT. Dendy Marker on HGU 01/MURA/1998

So there are some planted areas outside of PT. Dendy Marker HGU

It is then worsened by the reduction of HGU area of about:

Phase 1, Layout Map 11-04-2016: 2.945.00 Ha

Phase 2, No Layout Map: 1.143.59 Ha

109
So HGU Map of PT. Dendy Marker 01/MURA/1998 of the new version (version 2016)
becomes:

Location area based on documents: 13.704,91 Ha

Location area based on Sipef calculation: 15.723,19 Ha

Planted Area Outside HGU

110
 Conclusion No. 3
PT. Dendy marker has planted outside HGU area No. 01/MURA/1998 rev 2016 of 1.120 HA

4. It is found that the plasma location area still within HGU 2016 version
Due to a shift from HGU 01/MURA/1998, there are still some plasma areas within PT. Dendy
Marker map new version.

Consclusion No. 4
There are still plasma area that has not been cut from HGU 01/MURA/1998 of about 869.96
HA

Thank you,

This information is based on analysis that has been done according to factual data taken
from PT. Dendy Marker.

111