Plan for Use of Proceeds from Public Offering

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II. Plan for Use of Proceeds from Public Offering

Proceeds acquired from this Public Offering, after deducting the costs incurred in relation to this Public Offering, shall be used as follows foreign exchange value applied shall be that of 10 November 2010, amounting to Rp.8,904 per US1: 1. Approximately 72.3 or US26.4 million or equal to Rp235.1 billion shall be used by the Issuer to finance a portion of the costs of purchase of vessels, including Category B, in accordance with the classifications of offshore vessels as stipulated by BP Migas, which among others are in the forms of accommodation barges, crew boat, fast utility vessel, anchor handling tugs, anchor handling tugs supply, ASD tug boats, platform supply vessels, construction vessels and crane barges, also offshore tugs and barges and the remaining balance shall be financed by loans. The majority of the new vessels shall be owned by its Subsidiaries, in which its ownership amounts to 99, andor subsidiaries to be established in the future with minimum ownership amounting to 51 through investment in shares. 2. Approximately 16.7 or US6.1 million or equal to Rp.54.3 billion shall be used by the Issuer in 2010 to pay the bank loans of the Subsidiary, PT Wintermar 99.5. The cash flow from the Issuer to PT Wintermar shall be conducted through in- vestment in shares, and hence after such investment the ownership of the Issuer in PT Wintermar shall become 99.6. The payment of bank loans of Subsidiary PT Wintermar is as follows: a. Approximately US805,000 to pay off a bank loan from PT BNI, interest rate of which is 10.75 per annum. Such loan facility acquired by the Issuer amounted to US 2.3 million on 28 June 2007, with 5 year term. The purpose of such loan was for purchasing vessels and this loan can be settled earlier, and no penalty shall be imposed on PT Wintermar for such earlier settlement. b. Approximately US5.3 million to pay off some of bank loans from Bank CIMB Niaga, interest of which is 7.00 per annum. Such loan facility was acquired by the Issuer on 17 June 2009, with 3 year term. The purpose of such loan was for purchasing vessels and this loan can be settled earlier, and no penalty shall be imposed on PT Wintermar for such earlier settlement. 3. Approximately 10.9 or US4.0 million or equal to Rp.35.6 billion shall be used as working capital of the Issuer and Subsidiaries, wherein ownership amounts to above 99. The said working capital shall be used by the Issuer, among others to finance information system technology for the head office. Meanwhile, the working capital of the Subsidiaries, wherein ownership amounts to above 99, shall be used, among others, to finance operational activities and fleet. In the event the Issuer is to conduct a transaction using the proceeds from the Public Offering, which constitutes an affiliated transaction and conflict of interest of certain transactions andor material transactions, the Company shall comply with the stipula- tions as regulated in Regulation of BAPEPAM-LK No. IX.E.1 andor Regulation of BAPEPAM-LK No.IX.E.2. In using the proceeds from the Public Offering, the Issuer shall do so with due observance of the applicable statutory regulations of the capital market. The proceeds acquired by the Issuer from the execution of Series I Warrants and MESOP Program shall be used entirely as addi- tional to the Issuer’s working capital. Costs related to this Public Offering, which constitute a percentage of the total gross income from Public Offering amounting to approximately 3.95 of the total funds received, are as follows: 1. Underwriting fee amounting to approximately 2.5 of the proceeds of the Public Offering: Management fee 1.5, Underwrit- ing fee 0.5, and Selling fee 0.5 2. Capital Market Supporting Professions and Institutions fee amounting to 0.68 of proceeds of the Public Offering, respec- tively, among others, are: Legal Consultant amounting to approximately 0.38, Public Accountant Office amounting to ap- proximately 0.18, Appraiser amounting to approximately 0.06, Notary amounting to approximately 0.04 and Shares Administration Bureau amounting to approximately 0.02. 3. Miscellaneous Costs printing, announcement on newspapers, public presentation, public offering, allotment audit costs, and others amounting to approximately 0.77 of the proceeds of the Public Offering. 10 10 Should the Issuer intend to change the use of its funds to differ from what has been disclosed in this Prospectus, the Issuer shall report such change to BAPEPAM-LK along with reasons and considerations, and after acquiring prior approval from the shareholders in a GMS and by complying with the applicable statutory stipulations. The Issuer shall be held accountable for the realization of use of funds from this Public Offering by the Shareholders at the GMS and is required to report it to BAPEPAM-LK periodically and such reporting shall be carried out in accordance with BAPEPAM Regulation X.K.4, Attachment to Decision of Chairman of BAPEPAM No. Kep 27PM2003 dated 17 July 2003 concerning Realization Report on the Use of Funds from Public Offering. 11 11

III. Statement of Liabilities