PROVISION FOR EMPLOYEE SERVICE ENTITLEMENTS PROVISION FOR EMPLOYEE SERVICE ENTITLEMENTS continued SHARE CAPITAL

PT SAMPOERNA AGRO Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Nine Months Ended September 30, 2007 and 2006 Expressed in thousands of Rupiah, unless otherwise stated 36 16. BANK LOANS continued PT Bank Mandiri Persero Tbk Mandiri The Company, Aek Tarum and Gunung Tua Abadi On November 28, 2002, the Company, Aek Tarum and Gunung Tua Abadi entered into bank loan restructuring agreements with Mandiri. Under these loan restructuring agreements, Mandiri agreed to reschedule the settlement of the outstanding bank loan facilities under the following conditions, among others: a Maximum loan facilities are revised from Rp337,126,938 to Rp292,214,288 with the investment credit facilities and interest during construction facilities reduced from Rp225,881,189 and Rp111,245,749 to Rp205,911,715 and Rp86,302,573, respectively. b The loans should be repaid on a quarterly basis starting from the first quarter of 2003 through the fourth quarter of 2008. c The interest rate for the loans granted to the Company and Aek Tarum is a floating rate of 19 per annum and ranges from 16 to 19 per annum, respectively, and such rates are from time to time subject to adjustment by Mandiri to reflect the prevailing interest rates. d The interest rate for the loan to Gunung Tua Abadi Inti Plantation II and IDC II, and Inti Plantation III and IDC III is a floating interest rate at 18 per annum. e The penalty for late payments principal and interest is 2 above the commercial interest rate. The loans are secured by inventories, plantation assets, fixed assets consisting of palm oil mill, vehicles and heavy equipment, guarantee deposits, a corporate guarantee from Aek Tarum for the Company’s loan, and also a guarantee from the Company and Aek Tarum for the Gunung Tua Abadi’s Loan Notes 4, 7, 9 and 10. The loans from Mandiri bear interest at rates ranging from 13.8 to 14.4 per annum in 2006. In 2005, Aek Tarum has fully repaid the loan. Under the terms of the covering restructured loan agreements, the Company, Aek Tarum and Gunung Tua Abadi are required to obtain prior written approval from Mandiri with respect to transactions that exceed certain thresholds agreed with Mandiri, such as, among others, mergers, acquisitions, change in the Company’s status, article of association and Company’s management, sale or transfer of their fixed assets, investing in other companies, obtaining new long-term loans, payment of payables to shareholders, granting of guarantees. The Company, Aek Tarum and Gunung Tua Abadi are also required to maintain cash flow and financial ratios as specified in the agreement. Aek Tarum fully repaid its liabilities to Mandiri in 2005 while the Company and Gunung Tua Abadi fully repaid their liabilities in September 2006.

17. PROVISION FOR EMPLOYEE SERVICE ENTITLEMENTS

The Group recorded the provision for employee service entitlements based on the calculation, performed by an independent actuary, using the “Projected Unit Credit” method, with the following primary assumptions: 2 0 0 7 2 0 0 6 Discount Rate 10 - 10.5 p.a. 11 p.a. Progressive salary rate 8 - 10 p.a. 11 p.a. Mortality rate CSO Table - 1980 CSO Table – 1980 Retirement age 55 years 55 years PT SAMPOERNA AGRO Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Nine Months Ended September 30, 2007 and 2006 Expressed in thousands of Rupiah, unless otherwise stated 37

17. PROVISION FOR EMPLOYEE SERVICE ENTITLEMENTS continued

The movement in the provision for employee service entitlements are as follows: 2 0 0 7 2 0 0 6 Beginning balance 10,050,823 9,087,296 Beginning balance of Sungai Rangit 803,761 - Expense recognized in the current year 388,712 - Curtailment loss 37,719,064 - Actual benefit payment 47,769,887 - Ending balance 1,192,473 9,087,296 In relation to the change in the Company’s shareholders, in February 2007, the Group has made severance payment totalling to Rp47,769,887 to their employees, which was computed based on Labor Law No. 13. Consequently, the Group has incurred additional severance payments of Rp37,719,064, which was recorded as part of “Other Income Expenses” in the statement of income for the three- months ended March 31, 2007.

18. SHARE CAPITAL

The share capital ownership of the Company as of September 30, 2007 and 2006 is as follows: Issued and Number of shares Percentage of ownership paid up capital Shareholders 2007 2006 2007 2006 2007 2006 Venture Max Resources Pte,,Ltd,, Singapore 1,357,217,500 - 71.8 - 271,443,500 - PT Nitiagro Lestari 71,432,500 - 3.8 - 14,286,500 - Public 461,350,000 - 24.4 - 92,270,000 - Salikin - 314,300,000 - 60.72 - 157,150,000 Chan Ardjoean - 81,900,000 - 15.82 - 40,950,000 Surya Chandra - 27,280,000 - 5.27 - 13,640,000 Suprianto - 27,280,000 - 5.27 - 13,640,000 Edi Darsono - 27,280,000 - 5.27 - 13,640,000 Lie Sioe Hong - 27,280,000 - 5.27 - 13,640,000 Yasin Chandra - 5,200,000 - 1.00 - 2,600,000 Ir, Alamsyah Chaibun - 3,140,000 - 0.62 - 1,570,000 Daman Leo - 2,720,000 - 0.52 - 1,360,000 Endah Mintarsih Chan - 640,000 - 0.12 - 320,000 Djudju Srimurni Chan - 640,000 - 0.12 - 320,000 Total 1,890,000,000 517,660,000 100.00 100.00 378,000,000 258,830,000 In Notarial Deed No. 16 of Linda Herawati, S.H., dated January 9, 2007, the existing shareholders sold their shares in the Company to Venture Max Resources Pte., Ltd. VMR, Singapore, which resulted to VMR owning 95 shares of the Company. On January 26, 2007, based on Notarial Deed No. 102 of Linda Herawati, S.H., Salikin sold his remaining shares in the Company to PT Nitiagro Lestari NIL, which resulted to NIL owning 5 shares of the Company. On January 27, 2007, Aek Tarum and Binasawit Makmur distributed dividends of Rp40,000,000 and Rp12,000,000, respectively, based on their shareholders’ meetings which were both held on December 21, 2006. These transactions did not affect the consolidated financial statements of the Group, unless 1 which was paid to the minority shareholder of those Subsidiaries. PT SAMPOERNA AGRO Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Nine Months Ended September 30, 2007 and 2006 Expressed in thousands of Rupiah, unless otherwise stated 38

18. SHARE CAPITAL continued