CAPITAL STRUCTURE Prospektus Awal Soechi Lines Versi Inggris FINAL

XXV xii xiii Description Nominal Value Rp100 per share Number of Shares Total NominalRp  Authorized Capital 23,000,000,000 2,300,000,000,000 Issued and Paid-up Capital: Soechi Group, PT 5,640,000,000 564,000,000,000 94.00 Paulus Utomo 120,000,000 12,000,000,000 2.00 Hartono Utomo 120,000,000 12,000,000,000 2.00 Go Darmadi 120,000,000 12,000,000,000 2.00 Total Issued and Paid-up Capital 6,000,000,000 600,000,000,000 100.00 Shares in Portfolio 17,000,000,000 1,700,000,000,000 The Company’s capital structure referred to above, which was stated in accordance with the Deed of Shareholders Resolution No 16 dated 30 June 2014, have been contributed entirely in cash by PT Soechi Group Rp228,224,385,900 2.282.243.859 shares, Go Darmadi Rp4,855,838,000 48,558,380 shares, Paulus Utomo Rp4,855,838,000 48.558.380 shares, and Hartono Utomo Rp4,855,838,000 48,558,380 shares price paid at face value Rp100. If the public offering price is higher than the price of the entire shareholder capital contributions above and considering the capital contributions made within a six months period before the submission of the Registration Statement, in accordance with the Rules No.IX.A.6 all initial shareholders of the Company are prohibited from transfering any of their ownership shares of the Company for eight months after the Registration Statement becomes Effective. 3. INITIAL PUBLIC OFFERING The structure of the Company’s Public Offering is described below: 1. Number of Shares Offered : A maximum of 2,571,428,500 two billion five hundred seventy one million four hundred twenty eight thousand five hundred new shares 2. Nominal Value : Rp100 one hundred Rupiah per share 3. Offer Price : Rp● ● Rupiah per share, to be fully paid upon submission of SSF 4. Total Initial Public Offering : A maximum of Rp● ● Rupiah 5. Estimated Offering Period : 24-26 November 2014 6. Estimated Listing Date on the IDX : 2 December 2014 The entire aforementioned shares will provide their holders with equal and similar rights in all respect with the holders of the Company’s existing issued and fully paid-up shares, including, the rights to receive dividend distributions. Upon sale of the entire shares offered in the Initial Public Offering, the Company’s proforma capital structure and shareholding composition prior to and after the Initial Public Offering are as follows: The Company‟s Capital Structure Before and After the Initial Public Offering Consist of Shares with a Nominal Value of Rp100 One hundred Rupiah per share Shareholder Before Initial Public Offering After Initial Public Offering Nominal Value Rp100 per share Nominal Value Rp100 per share Number of Shares Total Nominal Value Rp Number of Shares Total Nominal Value Rp Authorized Capital 23,000,000,000 2,300,000,000,000 23,000,000,000 2,300,000,000,000 Issued and Paid-up Capital: Soechi Group, PT 5,640,000,000 564,000,000,000 94.00 5,640,000,000 564,000,000,000 65.80 Paulus Utomo 120,000,000 12,000,000,000 2.00 120,000,000 12,000,000,000 1.40 Hartono Utomo 120,000,000 12,000,000,000 2.00 120,000,000 12,000,000,000 1.40 Go Darmadi 120,000,000 12,000,000,000 2.00 120,000,000 12,000,000,000 1.40 Public - - - 2,571,428,500 257,142,850,000 30.00 Total Issued and Paid-up Capital 6,000,000,000 600,000,000,000 100.00 8,571,428,500 857,142,850,000 100.00 Total Shares in Portfolio 17,000,000,000 1,700,000,000,000 14,428,571,500 1,442,857,150,000 XXVI xiv 4. EMPLOYEE STOCK ALLOCATION ESA PROGRAM Based on the Deed of Shareholders Resolutions No. 14 dated 19 August 2014, drawn up before Irma Bonita, SH., Notary in Jakarta, and The Decree of Board of Directors No. 31SLLGLVIII2014 dated 26 August 2014 the shareholders of the Company have approved the ESA Program plan. A maximum of 3 three percent of the total shares offered in this Initial Public Offering or a maximum of 77,142,500 seventy seven million one hundred forty two thousand and five hundred shares is allocated to the ESA Program. The remaining shares that are not subscribed by the employees, if any, will be offered to public. In the event that all the Offered Shares in this Initial Public Offering are fully subscribed, and the ESA Program referred to above is fully implemented, the Company’s proforma capital structure and shareholding composition prior to and after the Initial Public Offering are as follows: Shareholders Before Initial Public Offering After Initial Public Offering and ESA Implementation Nominal Value Rp100 per share Nominal Value Rp100 per share Number of Shares Total Nominal Value Rp Number of Shares Total Nominal Value Rp Authorized Capital 23,000,000,000 2,300,000,000,000 23,000,000,000 2,300,000,000,000 Issued and Paid-up Capital: Soechi Group, PT 5,640,000,000 564,000,000,000 94.00 5,640,000,000 564,000,000,000 65.80 Paulus Utomo 120,000,000 12,000,000,000 2.00 120,000,000 12,000,000,000 1.40 Hartono Utomo 120,000,000 12,000,000,000 2.00 120,000,000 12,000,000,000 1.40 Go Darmadi 120,000,000 12,000,000,000 2.00 120,000,000 12,000,000,000 1.40 Public - - - 2,494,286,000 249,428,600,000 29.10 Employees ESA - - - 77,142,500 7,714,250,000 0.90 Total Issued and Paid-up Capital 6,000,000,000 600,000,000,000 100.00 8,571,428,500 857,142,850,000 100.00 Total Shares in Portfolio 17,000,000,000 1,700,000,000,000 14,428,571,500 1,442,857,150,000 5. USE OF PROCEEDS Proceeds from the Company’s Initial Public Offering, net of issuance fees related to the Initial Public Offering, will be used as follows: 1. Approximately 50 will be used for ship procurement through the Subsidiaries in relation to fulfilling a new contract in the future. 2. Approximately 25 will be used to repay a portion of bank loans fully paid in relation to investment and working capital credit facilities through the Subsidiaries. 3. Approximately 25 will be used for additional working capital of its Subsidiaries. The complete information regarding the planned used of proceeds is presented in Chapter II of this Prospectus regarding Use of Proceeds from the Initial Public Offering. 6. SUMMARY OF KEY FINANCIAL HIGHLIGHTS Presented below are the Company’s consolidated statements of financial position as of 30 June 2014, 31 December 2013, 2012 and 2011, and the consolidated statements of comprehensive income for the six months periods ended 30 June 2014 and 30 June 2013, and the years ended 31 December 2013, 2012 and 2011. The Company’s consolidated statements of financial position as of 30 June 2014, 31 December 2013, 2012 and 2011 and the consolidated statements of comprehensive income for the six months periods ended 30 June 2014 and 2013, and the years ended 31 December 2013, 2012 and 2011 were audited by the Public Accountant Firm Kosasih, Nurdiyaman, Tjahjo Partners member of Crowe Horwath International, which expressed an unqualified opinion in its report dated 9 October 2014. The statements of financial position and comprehensive income for the period since the establishment 13 August, 2010 until 31 December 2010 were audited by Public Accountant Firm Drs. Effendy, which expressed an unqualified opinion in its report dated 18 July 2012, before the restatement with respect to the implementation of SFAS No. 10 2010 Revision The Effects of Changes in Foreign Exchange Rates and SFAS No. 38 2004 Revision regarding Accounting for Restructuring. XXVII xiv ESA ber of l Value ber of inal 000,000 000,000 000,000 000,000 tal: 000,000 000,000 94.00 000,000 000,000 65.80 120,000,000 000,000 2.00 120,000,000 000,000 1.40 120,000,000 000,000 2.00 120,000,000 000,000 1.40 120,000,000 000,000 2.00 120,000,000 000,000 1.40 - - - 286,000 600,000 29.10 - - - 142,500 250,000 0.90 up Capital ,000,000 ,000,000 100.00 ,428,500 ,850,000 100.00 ,000,000 ,000,000 571,500 150,000 xv Summary of Consolidated Statements of Financial Position in USD Description As of 30 June As of 31 December 2014 2013 2012 2011 2010 Total asets 377.238.527 374.647.116 295.031.905 235.326.194 186.109.697 Total liabilities 202.874.311 236.129.778 212.106.208 169.344.653 127.960.375 Total equity 174.364.216 138.517.338 82.925.697 65.981.541 58.149.322 in USD Summary of Consolidated Statements of Comprehensive Income in USD Description For six months ended 30 June For the years ended 31 December 2014 2013 2013 2012 2011 2010 Pendapatan-neto 54.771.034 46.282.422 106.404.574 71.391.473 65.131.767 24.975.438 Beban Pokok Pendapatan 29.429.386 30.305.560 70.533.203 48.262.552 43.349.412 13.247.937 Laba Bruto 25.341.648 15.976.862 35.871.371 23.128.921 21.782.355 11.727.501 Total Laba Komprehensif Tahun Berjalan 15.614.220 10.207.147 30.254.210 3.658.313 4.746.186 21.675.894 The complete summary of the Company’s key financial highlights is presented in Chapter IV of this Prospectus, regarding Summary of Key Financial Highlights.

7. BUSINESS RISKS

Investment in the Company’s Shares involves certain risks. Prior to investing in the Company’s shares, prospective investors should carefully consider the following risk factors and other information contained in this Prospectus. The risks described below are not the only risks that may affect the Company’s shares. Other risks presently unknown to the Company or considered immaterial by the Company as of the date of issuance of this Prospectus may also affect the Company’s business activities, cash flows, operating results, financial condition or business prospects. The risks described below are risks that are considered material by the Company. Based on the Company’s judgment, the following risks are prepared based on the level of their exposure to the Company’s financial performance, beginning with the Company’s main risks.

A. RISKS ASSOCIATED WITH VESSEL CHARTERING BUSINESS ACTIVITIES

1. Risk of accidents and damages to the Company’s vessels 2. Risk of termination or non-renewal of the Company’s shipping services agreements 3. Risk of revenue source concentration in one of the Company’s customers 4. The Company is exposed to risks related to loans from banks or other financial institutions 5. The Company is exposed to risk of fluctuations in foreign exchange rate 6. Risk of unforeseeable increase in operating or other expenses 7. The Company is exposed to its customers’ credit risks 8. Risk of loss of human resources 9. The Company’s ships may be detained, which may disrupt the Company’s operational activities

B. RISKS ASSOCIATED WITH SHIPYARD SERVICES BUSINESS ACTIVITIES

1. Risk of changes in production cost prior to ship handover 2. Risk of failure in obtaining new shipbuilding contracts 3. Risk of losses arising from cancellation of new shipbuilding contracts that are currently underway 4. Risk of work accidents 5. Risk of social community and environment. 6. Risk of human resources 7. Risk of delays in completion of shipbuilding projects 8. Risk of shipyard facilities construction.

C. RISKS ASSOCIATED WITH SHIPPING INDUSTRY

1. The global and regional economic, social and political conditions may lower demand for the Company’s services 2. Risk of changes in the Government’s policies related to national shipping industry and its supporting services 3. Risk of domestic competition XXVIII xvi

D. RISKS ASSOCIATED WITH INVESTMENT IN SHARES OF THE COMPANY

1. Risk of illiquidity of the Offered Shares in this Initial Public Offering 2. Risk of fluctuations in price of the Offered Shares 3. Risk of dilution on share ownership of the shareholders in the event that the said shareholders do not participate in the limited public offerings that may be conducted by the Company in the future 4. Risk of the Company’s inability to pay dividends 5. Risk of global, regional and domestic changes, which may have adverse impact to business activities in Indonesia Management of the Company represents that all material business risks faced by the Company in conducting its business activities have been disclosed in the Prospectus, and are prepared based on the level of risk and exposure of each risk to the Company’s financial performance, beginning with the Company’s main risks. The risks described above are discussed in more detail in Chapter VI regarding Business Risks.

10. INFORMATION ON SUBSIDIARIES

Presented below are the Subsidiaries directly owned by the Company: No. Company Name The Company‟s Ownership Direct Year of Investment Year of Establishment Business Activities Operational Status

1 ABPL

99.91 2012 1980 shipping operating 2 IEL 99.93 2012 2006 shipping operating 3 MOS 99.99 2012 2007 shipyard operating 4 SOKL 99.80 2010 1999 shipping operating 5 PUL 99.99 2012 2006 shipping operating 6 SML 99.99 2013 2011 shipping operating 7 AMO 99.98 2012 2011 shipping operating 8 SIM 99.99 2012 2012 Shipping through SIM Subsidiaries operating The Company has indirect share ownership in the following SIM Subsidiaries: No. Company Name Subsidiary‟s Direct Ownership Year of Investment Operational Year Business Activities Operational Status Ownership 1 Success Marlina XXIII SA 100 2012 2012 Shipping Operating 2 Success Marlina Pte Ltd 100 2013 - Shipping Not Yet Operating

11. DIVIDEND POLICY

New shareholders with regard to this Initial Public Offering will have equal and similar rights in all respects with the holders of the Company’s existing issued and fully paid-up shares, including the rights to receive dividend distributions. The Company has no plan to distribute cash dividends for the financial year of 2014, considering that in line with the Company’s financial projection, the entire profit generated in the financial year of 2014 shall be used to support the Company’s plan to expand the business of its Subsidiaries, to pay a portion of bank loan of its Subsidiaries or to provide additional working capital as set forth in Use of Proceeds from Initial Public Offering. The Company’s management plans to distribute cash dividends to the Company’s shareholders at a maximum amount of 30 thirty percent of the Company’s consolidated comprehensive income starting for the book year 2015 and will be paid start in 2016, without disregard to the Company’s financial health and without prejudice to the right of the AGM of the Company to determine otherwise in accordance with the Company’s Articles of Association.