Equity WINS - Prospectus 2010

133 133

XI. Equity

The following table reflects the position of equity of the Issuer for the period of 6 six months, which ended 30 June 2010 and the years ended 31 December 2009, 2008 and 2007 as audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar Saptoto with unqualified opinion,. The details on such equity are as follows: in thousands Rupiah 31 December 30 June 2005 2006 2007 2008 2009 2010 Issued and Fully Paid Capital Stock 5,289,000 8,789,000 123,046,000 123,046,000 Difference in Value Resulting from Restructuring Transactions Between Entities Under Common Control 1,325,039 60,968,812 337,777,203 337,777,203 Translation Adjustment - - - 984,000 Difference due to Changes of Equity transactions of Subsidiaries - - 308,351 308,351 Pro Forma Capital Arising from Restructuring Transactions Between Entities Under Common Control 245,133,389 232,649,012 - Retained Earnings 77,932,161 115,249,230 34,299,195 65,129,942 Total Stockholder’s Equity 327,029,511 417,656,054 494,814,047 524,660,794 The following constitutes information on changes in authorized capital, subscribed and paid up capital, since 30 June 2010 until this Prospectus is published: 1. In accordance with Deed of Statement of Resolutions of Shareholders No. 22 dated 18 August 2010 drawn up before Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta, which has obtained the proof of notification from the Minister of Laws and Human Rights in accordance with Letter No. AHU-AH.01.10-21885 dated 24 August 2010, and which has been registered at the Company Registry No. AHU-0063568.AH.01.09.Tahun2010 dated 24 August 2010, and also based on Letter of Statement of Notary No. 155SKNOT2010 dated 23 August 2010 issued by Noerbaety Ismail, S.H., M.Kn., Notary in Jakarta that the announcement in the State Gazette of Republic of Indonesia and Supplement to State Gazette of Republic of Indonesia on Deed of Statement of Resolutions of Shareholders No. 22 dated 18 August 2010 are currently being processed, wherein the Deed the shareholders of the Company agreed to issue new shares from the portfolio amounting to 141.954 one hundred forty one thousand nine hundred fifty four shares, each having a nominal value amounting to Rp. 1.000.000 one million Rupiah and increase in the Company’s subscribed and paid up capital, thus resulting in the following the capital structure of the Company: Authorized Capital : Rp.492,184,000,000 four hundred ninety two billion one hundred eighty four million Rupiah consisting of 492,184 four hundred ninety two thousand one hundred eighty four shares, each having a nominal value amounting to Rp.1,000,000 one million Rupiah; Subscribed and Paid Up Capital : Rp.265,000,000,000 two hundred sixty five billion Rupiah consisting of 265,000 two hundred sixty five thousand shares, each having a nominal value amounting to Rp.1,000,000 one million Rupiah, which shall be subscribed by: a. PT Dwiprimajaya Lestari amounting to 67,374 sixty seven thousand three hundred seventy four shares, each having a nominal value amounting to Rp.1,000,000 one million Rupiah, or amounting to Rp.67,374,000,000 sixty seven billion three hundred seventy four million Rupiah consisting of: - 6,654 six thousand six hundred fifty four shares, each having a nominal value amounting to Rp1.000.000 one million Rupiah, or amounting to Rp.6,654,000,000 six billion six hundred fifty four million Rupiahwhich constitute conversion of right on collection to the Company; - 60,720 sixty thousand seven hundred twenty shares, each having a nominal value amounting to Rp.1,000,000 one million Rupiah, or amounting to Rp.60,720,000,000 sixty billion seven hundred twenty million Rupiah, which shall be paid in cash. b. PT Wintermarjaya Lestari amounting to 74,580 seventy four thousand five hundred eighty shares, each having a nominal value amounting to Rp.1,000,000 one million Rupiah, or amounting to Rp.74,580,000,000 seventy four billion five hundred eighty million Rupiah which shall be paid in cash. 134 134 2. In accordance with Deed of Statement of Approval of All Shareholders No. 15, dated 16 September 2010 drawn up before Fathiah Helmi, S.H. Notary in Jakarta, which has obtained the approval from the Minister of Laws and Human Rights of Republic of Indonesia with Letter of Statement No. AHU.44569.AH.01.02. Year 2010, dated 17 September 2010 and has been registered at the Company Registry No. AHU-0068211.AH.01.09 Year 2010 dated 17 September 2010, thus resulting in the following capital structure of the Company: Authorized Capital : Rp.1,000,000,000,000 one trillion Rupiah consisting of 10,000,000,000 ten billion shares, each having a nominal value of Rp.100 one hundred Rupiah Modal Ditempatkan dan Disetor : Rp.265,000,000,000 two hundred sixty five billion Rupiah consisting of 2,650,000,000 two billion six hundred fifty million shares, each having a nominal value of Rp.100 one hundred Rupiah Other than as mentioned above, no other changes in capital structure has occurred since the date of Financial Statements 30 June 2010 until this Prospectus is published. Equity Pro Forma Table The Issuer has submitted the Registration Statement to the Chairman of BAPEPAM-LK in relation to the Issuer’s plan to offer amounting to 900,000,000 nine hundred million Registered Common Shares which constitute new shares with nominal value amounting to Rp.100 one hundred per share, offered to the public with offering price amounting to Rp380 three hundred eighty Rupiah per share, which must be paid at the time of submission of Shares Purchase Subscription Form. If the increase in the Company’s Authorized Capital, Subscribed and Paid Up Capital taking place on 18 August 2010 and 16 September 2010, and the Public Offering to the public of a maximum of 900,000,000 nine hundred million New Shares with nominal value amounting to Rp 100 one hundred Rupiah per share with Offering Price at Rp380 three hundred eighty Rupiah took place on 30 June 2010, therefore the pro forma capital structure composition of the Company on such a date shall be the following: in million Rupiah Subscribed and Paid Up Capital Shares Agio Difference in Value of Restructuring Transaction Difference in Forex in transla- tion of Financial Statements Difference in Transaction of Changes in Equity of Subsidiaries Retained Earning Total Equity Equity position according to Finan- cial Statements dated 30 June 2010 with Authorized Capital Rp.492,184 million with nominal value amount- ing to Rp.1,000,000 per share 123,046 - 337,777 984 308 65,130 524,661 Changes in Equity after 18 August 2010 assuming it took place on such date: Increase in Fully Paid Capital Rp 441.954 with nominal value amount- ing to Rp1.000.000 per share 141,954 - - - - - 141.954 Proforma Equity on 18 August 2010 after Capital Increase 265,000 - 337,777 984 308 65,130 666,615 Changes in Equity after 16 September 2010 assuming it took place on such date: Increase in Authorized Capital Rp 1.000 billion with nominval value amounting to Rp100 per share - - - - - - - Proforma Equity on 18 August 2010 after Capital Increase 265,000 - 337,777 984 308 65,130 666,615 Proforma Equity on 30 June 2010 assuming it took place on such a date : Public Offering amounting to 900.000.000 registered shares with nominal value amounting to Rp100 per share with Offering Price amount- ing to Rp380per share. 90,000 252,000 - - - - 342,000 Proforma Equity on 30 June 2010 After Public Offering to the share- holders is carried out 355,000 252,000 337,777 984 308 65,130 1,008,615 135 135

XII. Policy on Dividend