WINS - Prospectus 2010

IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS WITH ADDRESSES OUTSIDE OF THE U.S.

IMPORTANT: This e-mail is intended for the named recipient(s) only. If you are not an intended recipient, please delete this e-mail from your system immediately. You must read the following before continuing. The following applies to the offering document (the “Offering Circular”) attached to this e-mail, and you are therefore advised to read this page carefully before reading, accessing or making any other use of the attached Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

Confirmation of Your Representation: You have accessed the attached Offering Circular on the basis that you have confirmed your representation to each of PT CIMB Securities Indonesia, PT Ciptadana Securities and PT Bahana Securities (together the “Joint Lead Underwriters”) and CIMB Bank (L) Limited (the “International Selling Agent”) that: (1) you received the attached Offering Circular; (2) you are neither resident in the United States nor a U.S. person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), nor acting on behalf of a U.S. person, the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S., its territories or possessions, and, to the extent that you eventually purchase the securities described in the attached Offering Circular, you will be doing so pursuant to Regulation S under the Securities Act; and (3) that you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission.

The attached Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the issuer of the securities, the Joint Lead Underwriters, the International Selling Agent, their respective affiliates or any person who controls any of them, or any of their respective directors, officers, employees or agents or any affiliates of any such person, accepts any liability or responsibility whatsoever in respect of any discrepancies between the Offering Circular distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request.

Restrictions: The attached Offering Circular and notice are being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in the Offering Circular. In making an investment decision, investors must rely on their own examination of the merits and risks involved.

THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities or any of the Joint Lead Underwriters or International Selling Agent to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute “directed selling efforts” (as defined in Regulation S under the Securities Act) in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the

underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Underwriters or International Selling Agent or any of their respective eligible affiliates on behalf of the issuer in such jurisdiction.

You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

Actions That You May Not Take: You should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (I) FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (II) REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

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Offer of 900,000,000 Ordinary Shares

of Par Value Rp.100 Each

and 90,000,000 Series I Warrants

PT WINTERMAR OFFSHORE MARINE Tbk

(incorporated with limited liability under the laws of the Republic of Indonesia)

We have prepared this Offering Circular (“Offering Circular”) in connection with the offering of 900,000,000 ordinary shares (the “Offer Shares”), par value Rp.100 per share (the “Shares”) and 90,000,000 accompanying Series I Warrants that each provide the right to purchase one Share (the “Offer Warrants” and, together with the Offer Shares, “Offer Securities”). We are offering the Offer Securities in a combined offering (the “Combined Offering”) to (i) eligible investors resident outside the Republic of Indonesia and outside the United States (the “International Offering”), and (ii) through a public offering in the Republic of Indonesia (the “Indonesian Offering”), each in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The Offer Securities may be reallocated between the International Offering and the Indonesian Offering. See “Plan of Distribution”. This Offering Circular is being made available with respect to the International Offering only. All references to “the Company”, “we”, “our” and “us” in this Offering Circular, unless otherwise specified or the context otherwise requires, are to PT Wintermar Offshore Marine Tbk and its subsidiaries.

The Offer Securities have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable United States state securities laws. The Offer Securities are being offered or sold only outside the United States in reliance on Regulation S. For a description of these and certain further restrictions on offers and sales of the Offer Securities and distribution of this Offering Circular, see “Plan of Distribution” and “Transfer Restrictions”.

This Offering Circular may only be distributed outside Indonesia to persons who are neither citizens of Indonesia (wherever located) nor residents of Indonesia.

The Combined Offering is our initial public offering, and no public market currently exists for our Shares. We have obtained preliminary listing approval for our Shares (including the Offer Shares) to be listed on the Indonesia Stock Exchange (the “IDX”).

See “Risk Factors”and “Additional Risk Factors” for a discussion of certain risks

to be considered in connection with an investment in our Shares.

The Offer Securities are expected to be delivered to purchasers on or about November 26, 2010. Our Shares are expected to begin trading on the IDX on November 29, 2010.

_______________

International Selling Agent

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TABLE OF CONTENTS

Enforceability of Civil liabilities ... iv

Cautionary Note Regarding Forward-Looking Statements ... v

Summary of the Offering ... 1

Additional Risk Factors ... 3

Plan of Distribution ... 9

Transfer Restrictions ... 15

Legal Matters ... 17

Independent Accountants ... 17

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THIS OFFERING CIRCULAR DOES NOT PURPORT TO, NOR DOES IT, CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY REQUIRE IN INVESTIGATING THE COMPANY PRIOR TO MAKING AN INVESTMENT DECISION IN RELATION TO THE OFFER SECURITIES. ACCORDINGLY, THIS OFFERING CIRCULAR IS NOT INTENDED TO PROVIDE THE BASIS OF ANY INVESTMENT DECISION AND SHOULD NOT BE CONSIDERED A RECOMMENDATION BY PHATRA SECURITIES COMPANY LIMITED OR ANY DEALER OR UNDERWRITER THAT A PROSPECTIVE INVESTOR SHOULD PURCHASE THE OFFER SECURITIES. EACH PERSON RECEIVING THIS OFFERING CIRCULAR ACKNOWLEDGES THAT SUCH PERSON HAS NOT RELIED ON PHATRA SECURITIES COMPANY LIMITED, ANY DEALER OR UNDERWRITER OR ANY PERSON AFFILIATED WITH ANY OF THEM IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN OR OF ANY ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY IN CONNECTION WITH ITS INVESTMENT DECISION. IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE OFFER SECURITIES, PROSPECTIVE INVESTORS MUST RELY (AND WILL BE DEEMED TO HAVE RELIED) SOLELY ON THEIR OWN INDEPENDENT EXAMINATION OF THE COMPANY AND THE TERMS OF THE COMBINED OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

AS USED IN THIS INTERNATIONAL WRAP, THE TERM “OFFERING CIRCULAR” MEANS THIS INTERNATIONAL WRAP AND THE ATTACHED ENGLISH TRANSLATION OF THE BAHASA INDONESIA LANGUAGE PROSPECTUS DATED OCTOBER 28, 2010 PREPARED FOR USE IN THE INDONESIAN OFFERING (THE “TRANSLATED INDONESIAN PROSPECTUS”). THE TRANSLATED INDONESIAN PROSPECTUS HAS BEEN PREPARED BY THE COMPANY AS A COURTESY FOR PROSPECTIVE INVESTORS IN THE INTERNATIONAL OFFERING. NONE OF PHATRA SECURITIES COMPANY LIMITED, ANY DEALER OR ANY UNDERWRITER MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE ENGLISH TRANSLATION OF THE BAHASA INDONESIA LANGUAGE PROSPECTUS. WHILE PROSPECTIVE INVESTORS SHOULD READ THIS INTERNATIONAL WRAP AND THE TRANSLATED INDONESIAN PROSPECTUS TOGETHER PRIOR TO MAKING AN INVESTMENT DECISION TO BUY THE OFFER SECURITIES, THIS OFFERING CIRCULAR DOES NOT PURPORT TO, NOR DOES IT, CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY REQUIRE IN INVESTIGATING THE COMPANY PRIOR TO MAKING AN INVESTMENT DECISION IN RELATION TO THE OFFER SECURITIES.

THE TRANSLATED INDONESIAN PROSPECTUS CONTAINED HEREIN IS A TRANSLATION OF THE BAHASA INDONESIA LANGUAGE PROSPECTUS PREPARED FOR THE INDONESIAN OFFERING BASED ON STATUTORY REQUIREMENTS AND DISCLOSURE PRACTICES IN INDONESIA. EACH PERSON RECEIVING THIS OFFERING CIRCULAR ACKNOWLEDGES THAT DISCLOSURE REQUIREMENTS AND PRACTICES IN INDONESIA, AS IN OTHER EMERGING MARKETS, DIFFER SIGNIFICANTLY FROM DISCLOSURE REQUIREMENTS AND PRACTICES IN MANY EUROPEAN COUNTRIES, THE UNITED STATES AND OTHER JURISDICTIONS AND ACCORDINGLY ACKNOWLEDGES THAT THIS OFFERING CIRCULAR DOES NOT PROVIDE THE LEVEL OR TYPE OF DISCLOSURE THAT A PROSPECTIVE INVESTOR MAY REQUIRE IN CONNECTION WITH ITS INVESTIGATION OF THE COMPANY OR WHEN MAKING AN INVESTMENT DECISION.

____________

The information contained in this Offering Circular has been provided by the Company and other sources identified herein. No representation or warranty, express or implied, is made by the the International Selling Agent, any of the dealers or underwriters as to the accuracy or completeness of such information, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by the International Selling Agent or any of the dealers or underwriters. Any reproduction or distribution of this Offering Circular, in whole or in part, and any disclosure of its contents or use of any information herein is prohibited, except to the extent such information is otherwise publicly available. Each offeree of the Offer Securities, by accepting delivery of this Offering Circular, agrees to the foregoing.

In making an investment decision, each investor must rely on its own examination of the Company and the terms of the Combined Offering, including the merits and risks involved. By receiving this Offering Circular, each investor acknowledges that it has been afforded an opportunity to request from the Company and to review, and has received, all information that it considers necessary to verify the accuracy of, or to supplement, the information contained in this Offering Circular.

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This Offering Circular is strictly confidential and has been prepared solely for use in connection with the proposed Combined Offering. The Company has not authorized its use for any other purpose. This Offering Circular does not constitute an offer of, or an invitation to purchase, any of the Offer Securities in any jurisdiction in which such offer or invitation would be unlawful. This Offering Circular may not be copied or reproduced in whole or in part. Distribution of this Offering Circular to any person other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorized, and any disclosure of any of its contents, without prior written consent, is prohibited. By accepting delivery of this Offering Circular, the recipient hereof agrees to these restrictions.

The Company is not making any representation to any purchaser of the Offer Securities regarding the legality of an investment in the Offer Securities by the purchaser under any legal investment or similar laws or regulations. Prospective investors should not consider any information in this Offering Circular to be legal, business or tax advice. Each prospective investor should consult its own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the Offer Securities.

The Company and the International Selling Agent, as representative of the dealers and underwriters, reserve the right to reject any offer to purchase any of the Offer Securities, in whole or in part, or to sell less than the number of Offer Securities offered by this Offering Circular or for which any prospective purchaser has subscribed. The Company and the International Selling Agent, as representative of the dealers and underwriters, may withdraw this offer any time before the closing of the Combined Offering. The offer is specifically made subject to the terms described in this Offering Circular and in the underwriting agreement described in “Plan of Distribution”.

The financial statements of the Company presented herein are prepared and presented in accordance with accounting principles generally accepted in Indonesia (“Indonesian GAAP”) and reporting practices in Indonesia, which differ in certain material respects from International Financial Reporting Standards (“IFRS”), and are not comparable to the financial statements of a company prepared under IFRS. See “Summary of Certain Significant Differences Between Indonesian GAAP and IFRS”.

In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to “the Company”, “we”, “our” and “us” are to PT Wintermar Offshore Marine Tbk and its subsidiaries, all references to “the Issuer” are to PT Wintermar Offshore Marine Tbk only and all lreferences to “you” are to the prospective investors of the Shares. All references herein to “Indonesia” are references to the Republic of Indonesia. All references herein to the “Government” are references to the Government of Indonesia. Unless the context otherwise requires, all references herein to “the Company” include the Company’s consolidated subsidiaries. All references herein to “US dollars”, “US dollar”, “dollars”, “US$” and “$” are to the lawful currency of the United States of America. All references herein to “Rupiah” and “Rp.” are to the lawful currency of Indonesia.

THE OFFER SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED, DISAPPROVED OR RECOMMENDED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR FOREIGN SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES AND MAY BE A CRIMINAL OFFENSE IN OTHER JURISDICTIONS.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is a limited liability company incorporated under the laws of the Republic of Indonesia. All of our Commissioners, Directors and executive officers reside outside the United States. All or a substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against us or any of them in US courts judgments obtained in US courts, including judgments based upon the civil liability provisions of the securities laws of the United States or any state or territory within the United States.

We have been advised by our Indonesian legal counsel, Weco Law Office, that judgments of US courts based upon the civil liability provisions of the federal securities laws of the United States are not enforceable in Indonesian courts, although such judgments could be admissible as evidence with respect to the matter of law of the jurisdiction of US court and may be given evidentiary weight if the Indonesian court deems it appropriate under the circumstances. Such US court judgments could be offered and accepted into evidence in a proceeding on the underlying claim in an Indonesian court and may be given such evidentiary weight as the Indonesian court deems appropriate in its sole discretion. A claimant may be required to pursue a claim in Indonesian courts on the basis of

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Indonesian law. Re-examination of the underlying claim de novo would be required before an Indonesian court. There is doubt as to whether Indonesian courts will enter judgments on original actions brought in Indonesian courts based solely upon the civil liability provisions of the federal securities laws of the United States.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company has made forward-looking statements in this Offering Circular that are based on its management’s beliefs and assumptions and on information currently available to its management. Investors are cautioned not to rely on these forward-looking statements. Forward-looking statements can be identified by the use of words such as “may”, “will”, “would”, “could”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “aim”, “plan” or similar expressions and include all statements that are not historical facts. Forward-looking statements reflect the Company’s current views with respect to future events and are not a guarantee of future performance. Investors should understand that many important factors, in addition to those discussed in this Offering Circular, could cause the Company’s results to differ materially from those expressed in the forward-looking statements. These factors include, without limitation:

� economic, business, market, political and other conditions globally and in Indonesia; � cyclical and seasonal fluctuations in the Company’s results of operations;

� changes or volatility in interest rates or foreign exchange rates; � governmental regulation;

� the Company’s competitive environment; � the Company’s future earnings and cash flows; � continued availability of capital and financing;

� war in the Middle East or elsewhere or acts of international or domestic terrorism; � occurrences of catastrophic events that affect the Company’s business or property; and � other factors beyond the Company’s control.

Forward-looking statements involve risks, uncertainties and assumptions. If one or more of these risks or uncertainties occur, or if the underlying assumptions prove incorrect, the Company’s actual results may vary materially from the forward-looking statements contained in this Offering Circular. The Company has no intention or obligation to update forward-looking statements to reflect future events or circumstances.

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SUMMARY OF THE OFFERING

Issuer ... PT Wintermar Offshore Marine Tbk.

Combined Offering ... We are offering 900,000,000 Offer Shares and 90,000,000 Offer Warrants. The Combined Offering consists of a concurrent International Offering and an Indonesian Offering. See “Plan of Distribution”.

Indonesian Offering ... Placement of the Offer Shares with investors in Indonesia through the Underwriters by way of a public offering. International Offering ... Placement of the Offer Shares outside of Indonesia to certain

professional and institutional investors. The International Offering is being offered by the International Selling Agent outside Indonesia and the United States, in reliance on Regulation S under the U.S. Securities Act and other applicable laws.

International Selling Agent ... CIMB Bank (L) Limited. Offer Price ... Rp.380 per Share.

Offer Securities ... Offer Shares and Offer Warrants.

Offer Warrants ... Series I Warrants. Each holder of 10 Offer Shares is entitled to receive one Offer Warrant, which grants such holder the right to purchase one Share within two years of the allotment date. See “Information on Shares Offer and Issuance of Series I Warrants” in the Translated Indonesian Prospectus. Listing of our Shares ... We have applied to have our Shares (including the Offer

Shares) approved for listing and quotation on the IDX. If listing approval is granted, trading in the Shares on the IDX would be expected to commence on or about November 29, 2010.

Use of Proceeds ... The net proceeds from the Combined Offering, after deducting underwriting fees and commissions and other estimated expenses, are expected to be approximately Rp.328.5 billion. We intend to use the proceeds as described in “Plan for Use of Proceeds from Public Offering” in the Translated Indonesian Prospectus.

Voting Rights ... Purchasers of the Offer Shares offered in this Combined Offering will be entitled to the same voting rights as all other holders of our Shares. Holders of the Offer Warrants will not have any shareholder rights relating to such Offer Warrants until they convert such Offer Warrants into Shares.

Payment ... Payment to us for the Offer Shares is expected to be made on or about November 26, 2010 in immediately available funds. Delivery ... Delivery of the Offer Securities to successful applicants will be made against payment through the depository facilities of the Indonesian Securities Depository Company, PT Kustodian Sentral Efek Indonesia (“KSEI”). It is expected that the shares will be delivered on or about November 26, 2010.

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Transfer Restrictions ... Our Shares will be subject to certain transfer restrictions as described in the “Transfer Restrictions” section of this Offering Circular.

Risk Factors ... See “Additional Risk Factors” and “Risk Factors” and the other information included in this Offering Circular for a discussion of factors investors should carefully consider before deciding to invest in the Offer Shares.

8 W-3 ADDITIONAL RISK FACTORS

Prospective investors should carefully consider, in addition to the other information contained in this Offering Circular, including under “Risk Factors”, the following additional risk factors before purchasing any of the Offer Shares. Certain risks not presently known to the Company may also affect the Company’s business operations. In the following risk factors, information relating to the Government and Indonesian macroeconomic data has been extracted from official Government publications or other third party sources and has not been independently verified by the Company.

Limitations of this Offering Circular

This Offering Circular does not purport to, nor does it, contain all the information that a prospective investor may require prior to making an investment decision in relation to the Offer Shares.

This Offering Circular does not purport to, nor does it, contain all the information that a prospective investor may require in investigating the Company prior to making an investment decision in relation to the Offer Shares. Accordingly, this Offering Circular is not intended to provide the basis of any investment decision and should not be considered a recommendation by the International Selling Agent or any dealer or underwriter that a prospective investor should purchase the Offer Shares. Each person receiving this Offering Circular acknowledges that such person has not relied on the International Selling Agent, any dealer or underwriter or any person affiliated with any of them in connection with its investigation of the accuracy or completeness of the information contained herein or of any additional information considered by it to be necessary in connection with its investment decision. In making an investment decision with respect to the Offer Shares, prospective investors must rely (and will be deemed to have relied) solely on their own independent examination of the Company and the terms of the Combined Offering, including the merits and risks involved.

The Translated Indonesian Prospectus contained herein has been prepared by the Company as a courtesy for prospective investors in the International Offering. None of the International Selling Agent, any dealer or any underwriter makes any representation or warranty as to the accuracy or completeness of the English translation of the Bahasa Indonesia language prospectus. The Translated Indonesian Prospectus is a translation of the Bahasa Indonesia language prospectus prepared for the Indonesian Offering based on statutory requirements and disclosure practices in Indonesia. Each person receiving this Offering Circular acknowledges that disclosure requirements and practices in Indonesia, as in other emerging markets, differ significantly from disclosure requirements and practices in many European countries, the United States and other jurisdictions and accordingly acknowledges that this Offering Circular does not provide the level or type of disclosure that a prospective investor may require in connection with its investigation of the Company or when making an investment decision. Risks Relating to Indonesia

We are subject to the political, economic, legal and regulatory environment in Indonesia and substantially all of our operations and assets are located in Indonesia. Our results of operations and financial condition are affected by changes in Government policies, laws and regulations. Investing in Indonesia and companies located in Indonesia involves many risks, including the following:

Terrorist activities in Indonesia could destabilize Indonesia, which could adversely affect our business, financial condition and results of operations and the market price of the Shares.

Since 2002, several bombing incidents with fatalities and injuries have taken place in Indonesia, most significantly, in Bali in October 2002 and October 2005, at the JW Marriott Hotel in Jakarta in August 2003, at the Australian embassy in Jakarta in September 2004, in the town of Tentena on the island of Sulawesi in May 2005 and at the JW Marriott Hotel and Ritz Carlton Hotel in Jakarta in July 2009. Further terrorist acts may occur in the future. Terrorist acts could destabilize Indonesia and increase internal divisions within the Government as it evaluates responses to that instability and unrest. Violent acts arising from, and leading to, instability and unrest have in the past had, and may continue to have, a material adverse effect on investment and confidence in, and the performance of, the Indonesian economy, which could have a material adverse effect on our business, financial condition, results of operations, prospects and the market price of our Shares.

A slowdown in global or Indonesian economic growth or economic contraction could adversely affect us and our business, financial condition and results of operations.

Our performance is significantly dependent on the health of the overall global and Indonesian economy. The economic crisis that affected South East Asia, including Indonesia, from mid-1997 was characterized in Indonesia by, among other effects, currency depreciation, negative economic growth, high interest rates, social unrest and extraordinary political developments. These conditions had a material adverse effect on Indonesian businesses. The economic crisis resulted in the failure of many Indonesian companies to repay their debts when due.

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Indonesian financial markets and the Indonesian economy are also influenced by economic and market conditions in other countries. The global financial crisis that began in 2008 had a significant impact on certain segments of the Indonesian economy as well as the stability of Indonesian financial markets, as evidenced by the decrease in Indonesia’s real GDP growth rate from 6.3% in 2007 and 6.0% in 2008 to 4.5% in 2009, based on data from BPS. A loss of investor confidence in the financial systems of emerging or other markets may cause increased volatility in Indonesian financial markets which may, in turn, adversely affect the Indonesian economy in general. Any worldwide financial instability could also have a negative impact on the Indonesian economy, which could have an adverse effect on our business, financial condition, results of operations and prospects. There can be no assurance that the recent improvement in economic condition will continue or that adverse economic conditions will not recur. Such developments could have a material adverse effect on our Company and our business, financial condition, results of operations and prospects.

Political instability in Indonesia could adversely affect the economy, which in turn could affect our business, financial condition and results of operations.

Since the collapse of the late President Soeharto’s regime in 1998, Indonesia has experienced political changes and, from time to time, instability, as well as general social and civil unrest on several occasions in recent years.

For example, since 2000, thousands of Indonesians have participated in demonstrations in Jakarta and other Indonesian cities both for and against former Presidents Wahid and Megawati and current President Yudhoyono, as well as in response to specific issues, including fuel subsidy reductions, privatization of state assets, anti-corruption measures, decentralization and provincial autonomy, potential increases in electricity charges and the US-led military campaigns in Afghanistan and Iraq. Although these demonstrations were generally peaceful, some have turned violent. In particular, on several occasions since June 2001, the Government has mandated increases in the prices of certain basic goods, such as fuel, which in turn sparked nationwide demonstrations and strikes. In May 2008, the Government decreased fuel subsidies to the public, which led to public demonstrations. There can be no assurance that future sources of popular discontent will not lead to further political and social instability.

Separatist movements and clashes between religious and ethnic groups have resulted in social and civil unrest in certain parts of Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya), there have been clashes between supporters of separatist movements and the Indonesian military. In Papua, ongoing activity by separatist rebels has led to violent incidents. In the provinces of Maluku and Central Kalimantan, clashes between religious and ethnic groups have resulted in fatalities and refugees over the past several years. In recent years, the Government’s negotiations with these troubled regions has had only limited success, except in the province of Aceh, where an agreement between the Government and Aceh separatists was reached in 2005 and peaceful local elections were held with some former separatists as candidates.

In 2004, Indonesians directly elected the President, Vice-President and representatives to the Indonesian parliament for the first time. Indonesians have also started directly electing heads and representatives of local and regional governments. In April 2009, elections were held to elect representatives to the Indonesian parliament (including national, regional and local representatives). Indonesian presidential elections, held in July 2009, resulted in the re-election of President Yudhoyono. Although parliamentary and presidential elections proceeded smoothly in 2004 and 2009, political and related social developments in Indonesia have been unpredictable in the past and there can be no assurance that social and civil disturbances will not occur in the future and on a wider scale, or that any such disturbances will not, directly or indirectly, materially and adversely affect our business, financial condition, results of operations and prospects.

Labor activism and legislation could adversely affect our company, our customers and Indonesian companies in general, which in turn could affect our business, financial condition and results of operations.

Laws and regulations that facilitate the formation of labor unions, combined with weak economic conditions, have in the past resulted, and may in the future result, in labor unrest and activism in Indonesia. A labor union law passed in 2000 permits employees to form unions without intervention from their employers. A new labor law, passed in 2003 (the “Labor Law”), increased the amount of mandatory severance, service and compensation payments payable to terminated employees. The Labor Law requires implementation of regulations that may substantially affect labor regulations in Indonesia. Under the Labor Law, employees who voluntarily resign are entitled to payments for unclaimed annual leave, relocation expenses (if any), severance pay and other expenses. The Labor Law requires bilateral forums consisting of both employers and employees, and the participation of more than half of a company’s employees in negotiating collective labor agreements. The law also set up more permissive procedures for staging strikes. Although several labor unions challenged the Labor Law on constitutional grounds, the Indonesian Constitutional Court declared it valid, except for certain provisions, such as the procedures for terminating the employment of an employee who commits a serious mistake and criminal

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sanctions against an employee who instigates or participates in an illegal labor strike. As a result, the Company may not be able to rely on certain provisions of the Labor Law.

Labor unrest and activism in Indonesia could disrupt our operations, our suppliers or contractors and could affect the financial condition of Indonesian companies in general, depressing the prices of Indonesian securities on the IDX and the value of the Rupiah relative to other currencies. Such events could materially and adversely affect our business, financial condition, results of operations and prospects.

In addition, general inflationary pressures or changes in applicable laws and regulations could increase labor cost, which could have a material adverse effect on our consolidated operating results or financial condition. An outbreak of a contagious disease could adversely affect the Indonesian economy and our Company.

The outbreak of an infectious disease in Asia, including Indonesia, or elsewhere, or fear of an outbreak, together with any resulting travel restrictions or quarantines could have a negative impact on the economy and business activity in Indonesia and thereby adversely impact our revenue.

In recent years, large parts of Asia experienced unprecedented outbreaks of avian flu. In addition, the WHO announced in June 2006 that human-to-human transmission of avian flu had been confirmed in Sumatra. As of June 8, 2010, the WHO had confirmed 136 fatalities out of total number of 165 cases in Indonesia reported to the WHO, which only counts laboratory-confirmed cases of avian flu. According to the Indonesian Ministry of Health, between 2005 and 2009, there were 134 fatalities and 1641 cases of avian flu in Indonesia.

In 2003, certain countries in Asia experienced an outbreak of Severe Acute Respiratory Syndrome (“SARS”), a highly contagious form of pneumonia, which seriously interrupted economic activity in the affected regions. More recently, in April 2009, there was a global outbreak of the Influenza A (H1N1) virus including confirmed reports in Hong Kong, Japan, Indonesia, Malaysia, Singapore and elsewhere in Asia. There were a number of deaths in Indonesia resulting from H1N1. The Influenza A (H1N1) virus is believed to be highly contagious and may not be easily contained.

An outbreak of avian flu, SARS, the Influenza A (H1N1) virus or another contagious disease or measures taken by the governments of affected countries, including Indonesia, against potential or actual outbreaks, could seriously interrupt our operations or those of our distributors, suppliers and customers, which could have a material adverse effect on our business, financial condition, results of operations and prospects. The perception that an outbreak of a contagious disease may occur may also have an adverse effect on the economic conditions of countries in Asia, including Indonesia, and thereby adversely affect our business, financial condition, results of operations and prospects.

Indonesian corporate and other disclosure and accounting standards and ongoing corporate disclosure requirements differ from those in the United States, countries in the EU and other jurisdictions.

Our financial statements are prepared in accordance with Indonesian GAAP, which differ in certain material respects from IFRS. As a result, our financial statements and reported earnings could be significantly different from those which would be reported under IFRS. This Offering Circular does not contain a reconciliation of our financial statements to IFRS, and there can be no assurance that such reconciliation, if performed, would reveal material differences. See “Summary of Certain Significant Differences Between Indonesian GAAP and IFRS” for a summary of certain significant accounting differences that may be applicable.

Downgrades of credit ratings of Indonesia could adversely affect the Indonesian financial market and our ability to finance operations and grow.

In 1997, certain international credit rating agencies, including Moody’s, S&P and Fitch, downgraded Indonesia’s sovereign rating and the credit ratings of various credit instruments of the Government, a large number of Indonesian banks and other companies. Currently, Indonesia’s sovereign foreign currency long-term debt is rated “Ba2” by Moody’s (upgraded from “Ba3” on September 16, 2009), “BB” by S&P (upgraded from “BB-” on March 12, 2010) and “BB+” by Fitch, and its sovereign foreign currency short-term debt is rated “B” by S&P and Fitch. Even though the recent trend in Indonesian sovereign ratings has been positive, we cannot assure you that Moody’s, S&P, Fitch or any other international credit rating agency will not downgrade the credit ratings of Indonesia. Any such downgrade could have an adverse impact on liquidity in Indonesian financial markets, the ability of the Government and Indonesian companies, including our Company, to raise additional financing and the interest rates and other commercial terms at which such additional financing is available to us, any of which in turn may have a negative effect on our ability to finance operations and growth.

W-6

Indonesia is located in a geologically active zone and is subject to the risk of significant geological and other natural disasters, which could lead to social and economic instability.

The Indonesian archipelago is one of the most volcanically active regions in the world. Because it is located in the convergence zone of three major lithospheric plates, it is subject to significant seismic activity, which can lead to destructive earthquakes, volcanoes and tsunamis. On December 26, 2004, an underwater earthquake off the coast of Sumatra released a tsunami that devastated coastal communities in Indonesia, Thailand and Sri Lanka. In Indonesia, more than 220,000 people died or were recorded as missing and the disaster caused billions of US dollars of damage. Aftershocks from the December 2004 tsunami also left tens of thousands homeless and hundreds more dead. There have been numerous other earthquakes since, including in Yogyakarta, and various cities in Sulawesi, Manokwari and Padang, some of which left significant numbers of people dead or homeless. In addition to these geological events, heavy rains have resulted in flooding in Jakarta, Sumatra and Sulawesi, displacing large numbers of people and killing others. In January 2009, torrential rains caused a dam outside Jakarta to burst, flooding homes in a densely populated neighbourhood and killing approximately 100 people, with many more reported missing.

While these events have not had a significant impact on the Indonesian capital markets, the Government has had to spend significant amounts on emergency aid and resettlement efforts. Most of these costs have been underwritten by foreign governments and international aid agencies. There can be no assurance that such aid will continue to be forthcoming, or that it will be delivered to recipients on a timely basis. If the Government is unable to deliver foreign aid to affected communities in a timely fashion, political and social unrest could result. Additionally, recovery and relief efforts are likely to continue to impose a strain on the Government’s finances, and may impair its ability to meet its obligations on its sovereign debt. Any such failure on the part of the Government, or declaration by it of a moratorium on its sovereign debt, could trigger an event of default under numerous private-sector borrowings, thereby materially and adversely affecting our business, financial condition, results of operations and prospects.

In addition, there can be no assurance that future geological or meteorological occurrences will not significantly harm the Indonesian economy. A significant earthquake, other geological disturbance or weather-related natural disaster in any of Indonesia’s more populated cities and financial centres could severely disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting our business, financial condition, results of operations and prospects.

Risks Relating to the Shares

Market and economic conditions may affect the market price and demand for our Shares, which may fluctuate widely.

Movements in domestic and international securities markets, economic conditions, foreign exchange rates and interest rates may affect the market price and demand for our Shares. Our Shares and dividends, if any, will be quoted and declared in Rupiah. Fluctuations in the exchange rate between Rupiah and other currencies will affect, among other things, the foreign currency value of the proceeds which a shareholder would receive upon sale of our Shares and the foreign currency value of dividend distributions.

No public market existed for our shares prior to the Combined Offering. We have obtained preliminary listing approval from the IDX to have our Shares listed and quoted on the IDX. Listing and quotation does not, however, guarantee that a trading market for our Shares will develop or, if a market does develop, the liquidity of that market for our Shares.

The Offer Price of our Shares under the Combined Offering will be determined on the price determination date subsequent to a book-building process by agreement between the International Selling Agent and ourselves and may not be indicative of prices that will prevail in the market. The price of our Shares after the Combined Offering may fluctuate widely, depending on many factors, including:

� perceived prospects for our business and operations and the food industry in general;

� differences between our actual financial and operating results and those expected by investors and analysts;

� changes in analysts’ recommendations or perceptions of our Company; � changes in general economic or market conditions in Indonesia; � future sales by our controlling shareholder;

� changes in prices of equity securities of foreign (particularly Asian) and emerging markets companies; and

� broad stock market price fluctuations.

12 W-7

Indonesian law may not protect shareholders as extensively as that of other jurisdictions.

Our corporate affairs are governed by our articles of association, by the laws governing corporations incorporated in Indonesia, Indonesian capital market law and regulations and the rules of the IDX. The rights of our shareholders and the responsibilities of our Board of Commissioners and Board of Directors under Indonesian law may be different from those applicable to a company incorporated in another jurisdiction. Principal shareholders of Indonesian companies do not owe fiduciary duties to minority shareholders, as compared, for example, to controlling shareholders in the United States. Our public shareholders may have more difficulty in protecting their interests in connection with actions taken by members of our Board of Directors or Board of Commissioners or by our principal shareholders than they would as shareholders of a company incorporated in another jurisdiction. Indonesian law may operate differently from the laws of other jurisdictions with regard to the convening of, and the right of shareholders to attend and vote at, general meetings of shareholders of our Company.

We are subject to Indonesian law and the continuing listing requirements of the IDX. In particular, the convening and conduct of general meetings of our shareholders will continue to be governed by Indonesian law. The procedure and notice periods in relation to the convening of general meetings of shareholders of our Company, as well as the ability of shareholders to attend and vote at such general meetings, may be different from those of jurisdictions outside Indonesia. For instance, the shareholders of our Company who would be entitled to attend and vote at general meetings of shareholders of our Company are, by operation of Indonesian law, those shareholders appearing in our register of shareholders on the market day immediately preceding the day (the “Record Date”) on which the notice of general meeting is issued, regardless of whether such shareholders may have disposed of their shares following the Record Date. In addition, investors who may have acquired their shares after the Record Date (and before the day of the general meeting) would not be entitled to attend and vote at the general meeting. Accordingly, potential investors should note that they may be subject to procedures and rights with regards to general meetings of shareholders of our Company that are different from those to which they may be accustomed in other jurisdictions.

We operate in a legal system in which the application of various laws and regulations may be uncertain, and through the purchase of the Shares, holders of our Shares may be exposed to such legal system and may find it difficult or impossible to pursue claims relating to the Shares.

As Indonesia is a developing market, its legal and regulatory regime may be less certain than in more developed markets and may be subject to unforeseen changes. At times, the interpretation or application of laws and regulations may be unclear and the content of applicable laws and regulations may not be immediately available to the public. Under such circumstances, consultation with the relevant authority in Indonesia may be necessary to obtain a better understanding or clarification of applicable laws and regulations.

Indonesia’s legal system is a civil law system based on written statutes; judicial and administrative decisions do not constitute binding precedent and are not systematically published. Indonesia’s commercial and civil laws as well as rules on judicial process were historically based on Dutch law as in effect prior to Indonesia’s independence in 1945, and some of these laws have not been revised to reflect the complexities of modern financial transactions and instruments. Indonesian courts are often unfamiliar with sophisticated commercial or financial transactions, leading in practice to uncertainty in the interpretation and application of Indonesian legal principles. The application of many Indonesian laws depends, in a large part, upon subjective criteria such as the good faith of the parties to the transaction and principles of public policy, the practical effect of which, absent a binding precedent system, is difficult or impossible to predict.

Indonesian judges operate in an inquisitorial legal system and have very broad fact-finding powers and a high level of discretion in relation to the manner in which those powers are exercised. As a result, the administration and enforcement of laws and regulations by Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion, uncertainty and inconsistency. Furthermore, corruption in the court system in Indonesia has been widely reported in publicly available sources.

Indonesian legal principles relating to the rights of shareholders, or their practical implementation by Indonesian courts, differ from those that would apply within the United States or the EU. Absent a binding precedent system, the rights of shareholders under Indonesian law might not be as clearly evident as in most United States and EU jurisdictions. In addition, under Indonesian law, companies may have rights and defenses to actions filed by shareholders that these companies would not have in jurisdictions such as the United States and EU member states.

W-8

Overseas shareholders may not be able to participate in future rights offerings or certain other equity issues we may make.

If we offer or cause to be offered to our shareholders rights to subscribe for additional Shares or any right of any other nature, we will have discretion as to the procedure to be followed in making such rights available to our shareholders or in disposing of such rights for the benefit of our shareholders and making the net proceeds available to such shareholders. To the extent permitted by Indonesian law, we may choose not to offer such rights or other equity issues to those of our shareholders having an address in a jurisdiction where such an offering would require registration or would otherwise be restricted, or we may choose not to permit such shareholders to exercise their rights in this respect.

The Combined Offering may not result in an active or liquid market for our Shares.

No public market existed for our shares prior to the Combined Offering. We have obtained preliminary listing approval from the IDX to have our Shares listed and quoted. Listing and quotation does not, however, guarantee that a trading market for our Shares will develop or, if a market does develop, what the liquidity of that market for our Shares will be.

The Offer Price of our Shares under the Combined Offering will be determined on the price determination date subsequent to a book-building process by agreement between the International Selling Agent and ourselves and may not be indicative of prices that will prevail in the trading market. You may not be able to resell your Shares at a price that is attractive to you or at all.

The trading prices of our Shares could be subject to fluctuations in response to variations in our results of operations, changes in general economic conditions, changes in accounting principles or other developments affecting us, our customers or our competitors, changes in financial estimates by securities analysts, the operating and stock price performance of other companies and other events or factors, many of which are beyond our control. Volatility in the price of our Shares may be caused by factors outside of our control, or may be unrelated or disproportionate to our results of operations. It may be difficult to assess our performance against either domestic or international benchmarks. Although it is currently intended that our Shares will remain listed on the IDX, there is no guarantee of the continued listing of our Shares.

You will incur immediate dilution in the net asset value per Offer Share.

The Offer Price of our Offer Shares is substantially higher than the book value of net assets per share of our outstanding Shares. Therefore, purchasers of the Shares in the Combined Offering will experience immediate and substantial dilution in the net asset value per share of the Offer Shares they own.

The regulations governing Indonesian securities markets differ from those in other markets, which may cause the market price of our shares to be more volatile.

Indonesian securities markets are less liquid and relatively more volatile compared to securities markets in certain other countries. The IDX, on which our Shares will be listed, has in the past experienced substantial fluctuations in the prices of listed securities. The IDX has experienced some problems which, were they to continue or recur, could affect the market price and liquidity of the securities of Indonesian companies, including our Shares. These problems have included closures of exchanges, broker defaults and strikes, settlement delays, and the bombing of the IDX building. In addition, the governing bodies of Indonesian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. The levels of regulation and monitoring of the Indonesian securities markets and the activities of investors, brokers and other market participants are not the same as in certain other countries. In addition, the ability to sell and settle trades on the IDX may be subject to delays. In light of the foregoing, there can be no assurance that a holder of our Shares will be able to dispose of its Shares at the prices or times that would be available to such holder in a more liquid or less volatile market. There may also be less information publicly available about Indonesian companies than is regularly made available by public companies listed on other markets. Any of these factors could adversely affect the trading price of our Shares.

14 W-9 PLAN OF DISTRIBUTION

The Combined Offering

Our Company is offering Offer Securities in the Combined Offering. The Combined Offering consists of the concurrent International Offering and Indonesian Offering. The closing of the International Offering is conditional upon the closing of the Indonesian Offering.

The International Selling Agent in the International Offering is CIMB Bank (L) Limited.

Underwriters participating in the Indonesian Offering are PT Ciptadana Securities, PT Bahana Securities and PT CIMB Securities Indonesia and the other Underwriters named in the Underwriting Agreement (as defined below).

As compensation to the Underwriters for their commitments to procure investors to purchase (or, in the event of under-subscription to purchase) the Offer Securities, we will pay or cause to be paid to or on behalf of the Underwriters, an amount equal to 2.5% of the gross proceeds from the Combined Offering. Purchasers of the Offer Securities in the International Offering may be required to pay stamp taxes and brokerage and other similar charges in accordance with the laws and practices of the country of purchase, in addition to the Offer Price. Retail investors in the Indonesian Offering will not be required to pay brokerage fees. Our Company has agreed to reimburse the International Selling Agent and the Underwriters for certain expenses and taxes in connection with the Combined Offering.

The International Offering

Pursuant to an International Coordination Agreement dated November 8, 2010, our Company has agreed to indemnify the International Selling Agent, its officers, employees, agents, partners, members, directors and Affiliates and each person, if any, who controls the International Selling Agent within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the Exchange Act against certain liabilities in connection with the offer and sale of the Offer Securities, and to contribute to payments which the International Selling Agent may make in respect thereof.

The Indonesian Offering

In connection with the Indonesian Offering, our Company has entered into an Underwriting Agreement dated September 22, 2010 (as amended on November 8, 2010, the “Underwriting Agreement”) with the Underwriters. The Underwriters have agreed, upon the terms and conditions specified in the Underwriting Agreement, to offer the Offer Securities on our behalf at the Offer Price. If any of the Offer Securities are not subscribed and paid for pursuant to the Indonesian Offering, the Underwriters have agreed to subscribe and pay for such Offer Securities at the Offer Price, less underwriting fees. No offer of Offer Securities is being made to Indonesian citizens or Indonesian residents pursuant to this Offering Circular.

The Offer Securities may be re-allocated from the International Offering to the Indonesian Offering in the event of an under-subscription in the International Offering and an over-subscription in the Indonesian Offering.

The table below sets forth the underwriting portion of each Underwriter.

Underwriting Portion

Underwriters Number of Shares (%)

PT Ciptadana Securities ... 318,960,000 35.44 PT CIMB Securities Indonesia ... 301,240,000 33.47 PT Bahana Securities ... 265,800,000 29.53 PT OSK Nusadana Securities Indonesia ... 1,250,000 0.14 PT Panin Sekuritas Tbk. ... 1,250,000 0.14 PT AAA Securities ... 1,000,000 0.11 PT Mega Capital Indonesia ... 1,000,000 0.11 PT Reliance Securities Tbk. ... 1,000,000 0.11 PT Madani Securities ... 750,000 0.08 PT Dinamika Usaha Jaya ... 500,000 0.06 PT e-Capital Securities ... 500,000 0.06 PT Erdhika Elit Sekuritas ... 500,000 0.06 PT Investindo Nusantara Sekuritas ... 500,000 0.06 PT Kresna Securities ... 500,000 0.06

W-10

PT Makinta Securities ... 500,000 0.06 PT NC Securities ... 500,000 0.06 PT Phillip Securities Indonesia ... 500,000 0.06 PT Valbury Asia Securities ... 500,000 0.06 PT Victoria Sekuritas ... 500,000 0.06 PT Bumiputera Capital Indonesia ... 250,000 0.03 PT Bhakti Securities ... 250,000 0.03 PT Danasakti Securities ... 250,000 0.03 PT Dhanawibawa Artha Cemerlang ... 250,000 0.03 PT Inti Fikasa Securindo ... 250,000 0.03 PT Indosurya Securities ... 250,000 0.03

PT Masindo Artha Securities 250,000 0.03

PT Minna Padi Investama ... 250,000 0.03 PT Overseas Securities ... 250,000 0.03 PT Wanteg Securindo ... 250,000 0.03 PT Yulie Sekurindo ... 250,000 0.03 Total ... 900,000,000 100.00 Important Dates

The following events have taken place or are expected to take place on the following dates in connection with the Combined Offering:

Event Date

Effective date of BAPEPAM-LK registration statement ... November 19, 2010 Commencement of Indonesian Public Offering Period ... November 22, 2010 End of Indonesian Public Offering Period ... November 23, 2010 Allotment of Offer Securities to successful applicants ... November 25, 2010 Payment due by investors in the International Offering ... November 26, 2010 Settlement Date ... November 26, 2010 Listing of Shares on the IDX ... November 29, 2010 Registration with BAPEPAM-LK

We submitted a registration statement to BAPEPAM-LK on September 22, 2010 in accordance with BAPEPAM-LK Rule No. IX.A.1 as attached to the Decision of the Chairman of BAPEPAM-LK No. 111/PM/1996 dated December 24, 1996 and BAPEPAM-LK Rule No. IX.A.2 as attached to the Decision of the Chairman of BAPEPAM-LK No. Kep-122/BL/2009 dated May 29, 2009. The Chairman of BAPEPAM-LK issued a letter dated November 19, 2010, declaring the registration statement effective, and stating that we may proceed with the Indonesian Offering and the listing of the Shares.

Indonesian Public Offering Period

We expect the Indonesian public offering period to begin on November 22, 2010 and end on November 23, 2010 (the “Indonesian Public Offering Period”). The Underwriters and the International Selling Agent may offer their customers preferential allocations through a fixed allotment of Offer Securities (as described under “— Allotment of Offer Securities” below).

We expect the Underwriters and the International Selling Agent to make payment of the net proceeds of the Combined Offering to us on November 26, 2010 and that listing of the Shares on the IDX will occur on November 29, 2010.

Application for Offer Securities

Each non-Indonesian citizen and non-Indonesian resident must properly complete and submit a share application form in order to be eligible to purchase Offer Securities in the International Offering. The Underwriters and the International Selling Agent may prepare share application forms on behalf of non-Indonesian citizens and non-Indonesian residents. Share applications and allocations in connection with the Indonesian Offering are

16 W-11

regulated by BAPEPAM-LK regulations. The International Selling Agent will be responsible for preparing share application forms on behalf of investors purchasing Offer Securities through them in the International Offering.

Share applications must be for a minimum amount of 500 Offer Securities and multiples thereof. Each investor may only submit one share application form. The Underwriters and the International Selling Agent are entitled to accept or refuse a share application in full or in part at their sole discretion and without notice. Multiple share applications submitted using more than one share application form may either be treated as a single application for allotment purposes or treated, in full or in part, as invalid applications at the sole discretion of the Underwriters and the International Selling Agent.

Full payment by non-Indonesian citizens and non-Indonesian residents for the number of Offer Securities will be made in immediately available funds on November 26, 2010. All bank and transfer charges with respect to these payments will be borne by the investors.

Allotment of Offer Securities Fixed Allotment and Pooling

At the conclusion of the Indonesian Public Offering Period, the allotment of the Offer Securities will be made by the Allotment Manager using a combined system of “fixed allotment” and “pooling” in accordance with BAPEPAM-LK Rule No. IX.A.7 as attached to the Decision of the Chairman of BAPEPAM-LK No. KEP-45/PM/2000 dated October 27, 2000. Under this rule, underwriters may determine how to apportion the allotment of the Offer Securities between the “fixed allotment” and “pooling” systems. The last date by which the Allotment Manager will determine the number of the Offer Securities allotted for each applicant is expected to be November 25, 2010.

The Allotment Manager has determined that the equivalent of 95% of the Offer Securities being offered will be subject to a fixed allotment system. The allotment of the equivalent of 5% of the Offer Securities being offered will be by a system of pooling.

Allocation to Affiliated Parties

“Affiliated Applicants” include our Commissioners, Directors or employees seeking to purchase the Offer Securities, or other parties holding at least 20.0% of the share capital in the Underwriters or the International Selling Agent or any other party affiliated with persons involved in the Combined Offering. Affiliated Applicants will only be allotted Offer Securities if there are excess Offer Securities. Once the applications of non-Affiliated Applicants are satisfied, Affiliated Applicants may be allocated the remaining Offer Securities on a pro rata basis. Allocation to Foreign Institutions

There is generally no limit on the purchase of shares by foreign institutions. Allocation to foreign institutions will be on the same basis as to domestic institutions.

Delivery of Offer Securities

We expect that delivery of the Offer Securities will be made against payment on or about November 26, 2010, which will be two business days immediately following the expected date of final allotment of the Offer Securities in the Combined Offering. The Offer Securities may not be traded by the purchasers thereof prior to the listing of the Shares on the IDX.

Cancellation of the Combined Offering

Prior to the payment of the proceeds from the Combined Offering to us, we and the Underwriters retain the right to cancel the Indonesian Offering under certain circumstances pursuant to the Underwriting Agreement. The closing of the International Offering is conditional upon the closing of the Indonesian Offering. In addition, the International Selling Agent is entitled to terminate the International Coordination Agreement and the Selling Agency and Managers’ Agreement in certain circumstances as provided therein.

Declaration of Interest

The International Selling Agent and the Underwriters and certain of their affiliates have engaged in, and may in the future engage in, investment banking or financial consulting activities and other commercial dealings in the ordinary course of business with our Company. They have received and expect to continue to receive customary fees and commissions for these transactions.

W-12 Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any Offer Securities contemplated by this offering document may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any Offer Securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) by the underwriter to fewer than 100 natural or legal persons (other than qualified investors as

defined in the Prospectus Directive); or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Offer Securities shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any Offer Securities under, the offers contemplated in this Offering Circular will be deemed to have represented, warranted and agreed with the International Selling Agent that:

(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b) in the case of any Offer Securities acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Offer Securities acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the International Selling Agent has been given to the offer or resale; or (ii) where Offer Securities have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Offer Securities to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this provision, the expression an “offer to the public” in relation to any Offer Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Securities to be offered so as to enable an investor to decide to purchase any Offer Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Hong Kong

The Offer Securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than to “professional investors” as defined in the Securities and Futures Ordinance, or in circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of the Laws of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No person has issued or had in its possession for the purposes of issue, and will issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Offer Securities which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong and any rules made thereunder.

18 W-13 Singapore

The International Selling Agent acknowledges that this Offering Circular has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the Offer Securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”). Accordingly, the International Selling Agent represents and agrees that it has not offered or sold any Offer Securities or caused the Offer Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Offer Securities or cause the Offer Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Offer Securities, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act, or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemptions under Part XIII, Division 1, Subdivision 4 of the Securities and Futures Act.

No offer is made to you with a view to the Offer Securities being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire the Offer Securities. As such, investors are advised to acquaint themselves with the Securities and Futures Act provisions relating to on-sale restrictions in Singapore and comply accordingly

In particular, each of the following persons specified in Section 275 of the Securities and Futures Act which has subscribed or purchased Offer Securities, namely a person who is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor,

should note that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Offer Securities under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person or to any person pursuant to Section 275(1) and Section 275(1A) of the Securities and Futures Act, respectively and in accordance with the conditions specified in Section 275 of the Securities and Futures Act;

(ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Securities and Futures Act. United Kingdom

The International Selling Agent has represented, warranted and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) received by it in connection with the issue or sale of any Offer Securities to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMAwith respect to anything done by it in relation to the Offer Securities in, from or otherwise involving the United Kingdom.

W-14 Indonesian Offering

Offer Securities are also being offered in Indonesia through a concurrent domestic initial public offering. The International Selling Agent has been advised by the Company that the offer and sale of Offer Securities in the Indonesian Offering will be made only in Indonesia to residents of Indonesia. Offer Securities may be reallocated between the International Offering and the Indonesian Offering.

General

Buyers of Offer Securities under the Combined Offering may be required to pay stamp taxes and or other charges in accordance with the laws and practice of the country of purchase in addition to the Offer Price on the cover of this Offering Circular.

No action has been or will be taken in any jurisdiction that would permit a public offer of the Offer Securities being offered outside of Indonesia, or the possession, circulation or distribution of this offering document or any other material relating to us or the Offer Securities, in any jurisdiction where action for the purpose is required. Accordingly, the Offer Securities may not be offered or sold, directly or indirectly, and neither this offering document nor any other offering material or advertisements in connection with the Offer Securities may be distributed or published, in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

It is expected that delivery of the Offer Securities offered in the Combined Offering will be made through the facilities of the KSEI (scripless system).

286 13. Cancellation of Subscription

The Issuer is entitled to cancel this Public Offering based on matters contained in Regulation of Bapepam-LK No. IX.A.2 concerning Procedures of Registration in the event of Public Offering. .

14. Refund of Subscription Money

Subscriptions that are wholly or partly rejected, or in the event of cancellation of this Public Offering, the refund of the subscription fee shall be made in Rupiah by the Lead underwriters on behalf of the Shares subscribers by picking up the refund themselves in the venue where the related FPPS is submitted. Refund of such subscription fee shall be made at the latest, within 2 (two) Business Days after the final date of allotment or the date the cancellation of the Public Offering is announced.

Failure to refund the subscription fee that exceeds 2 (two) Business Days after the final Date of Allotment or the announcement date of the cancellation of Public Offering, therefore the refund of the said subscription fee shall be given along with interest, which is calculated starting from the third Business Day after the final date of allotment or the date of cancellation amounting to the deposit interest rate applied at that time to the Certificate of Bank Indonesia for each additional day, with stipulation that the total number of days in 1 (one) month is 30 days.

Refund shall be made without interest if the said refund has been made available at the offices of the Lead underwriters, wherein the subscribers submitted FPPS, up until the second business day after the final date of allotment or the date of announcement of cancellation of Public Offering.

The refund may only be given by presenting the Receipt of Shares Subscription. The refund of such subscription fee may be done with cheque, or bank draft, in accordance with the request from the subscribers stated in FPPS form at the time the subscription is submitted. The refund of shares subscription fee done with cheque or bank draft shall be given in accordance with the name of the party submitting the subscription. For special subscribers, the refund shall be regulated and conducted by the Issuer.

15. Submission of Allotment Confirmation Form (”FKP”) on Shares Subscription

Distribution of Shares Allotment Confirmation Form to respective Shares Accounts of shares subscribers to the Underwriters wherein the concerned FPPS submitted shall be conducted at the soonest within 1 (one) business day after Date of Allotment. Shares Allotment Confirmation Form on such shares subscription may be picked up by presenting the receipt for shares subscription.

16. Others

The Lead Underwriter for Issuance of Shares and the Issuer are entitled to receive or reject shares subscription, wholly or partly. Double subscription submitted through more than one form shall be treated as 1 (one) subscription for allotment purposes.

In line with the stipulations in the decision of Chairman of BAPEPAM No.45/PM/2000 dated 27 October 2000 article 7 paragraph b, each party is prohibited, whether directly or indirectly, from submitting more than 1 (one) subscription for each Public Offering. In the event that it is proven that a certain party submits more than 1 (one) subscription, whether directly or indirectly, therefore the Lead Underwriter may cancel the said subscription.

Lead Underwriter for Issuance of Shares, and affiliated parties are prohibited from purchasing or owning shares for their own accounts, should over demand occur. Affiliated parties are allowed only to purchase and own shares if there are shares still remaining that are not subscribed by affiliated parties, whether foreign or domestic. The procedures for allocation are conducted proportionately.

In the event of under demand in the Public Offering, the Lead underwriters, and Selling Agents or the parties affiliated to them are prohibited from selling the shares that they have purchased, or will purchase based on the Contract of Underwriter for Issuance of Shares.

The Underwriters are to convey the Report of Results of Public Offering to BAPEPAM-LK at the latest within 5 (five) business days since the date of Allotment in accordance with BAPEPAM Regulation No.IX.A.2.

The Allotment Manager, in this case one of the Lead Underwriters, due to them conveying the Report of Results of Audit to BAPEPAM-LK concerning the fairness of implementation of allotment based on regulation No.VIII.G.2 concerning Guidance for Audit on Subscription and Allotment of Shares or Distribution of Bonus Shares and BAPEPAM Regulation No.IX.A.7 concerning Responsibilities of Allotment Manager in the event of Subscription and Allotment of Shares in a Public Offering; at the latest within 30 days of the date of allotment.

288

XXII.

Distribution of Prospectus and Shares Subscription Forms

The Prospectus and FPPS may be obtained at the offices of the Lead Underwriter for Issuance of Shares, Underwriter for Issuance of Shares, which are as follows:

Lead Underwriter

PT Bahana Securities Graha Niaga, Lantai 19 Jl. Jend. Sudirman Kav. 58 Jakarta – 12910, Indonesia

Tel: (62-21) 2505081 Fax: (62-21) 5225869

PT CIMB Securities Indonesia Bursa Efek Indonesia Tower II, Lt 20

Jl. Jend. Sudirman Kav. 52-53 Jakarta – 12910, Indonesia

Tel: (62-21) 515 1330 Fax: (62-21) 515 4661

PT Ciptadana Securities Plaza Asia Office Park Unit 2

Jl. Jend. Sudirman Kav. 59 Jakarta – 12910, Indonesia Tel: (62-21) 2557 4800 Fax: (62-21) 2557 4900 Underwriters

PT AAA Securities

Artha Graha Building 26th Floor Jl. Jend. Sudirman Kav 52-53

Jakarta 12190 Tel. (021) 515-2640 Fax. (021) 515-2266

PT Bumiputera Capital Indonesia

Wisma Bumiputera Lantai 17 Jl. Jend. Sudirman Kav. 15

Jakarta 12190 Tel. (021) 5296-0155 Fax. (021) 5296-0148

PT Bhakti Securities

MNC Tower 1st & 4th Floor Jl. Kebon Sirih No. 17-19

Jakarta 12190 Tel. (021) 392 2000 Fax. (021) 398 36868

PT Danasakti Securities

Jl. Tanah Abang III No.6 Jakarta 10160 Tel. (021) 231-2345 Fax. (021) 231-4880

PT Dhanawibawa Arthacemerlang

Gedung BEI Tower I Lt. 15; Suite 1504

Jl. Jend. Sudirman Kav 52-53 Jakarta 12920 Tel. (021) 5151-678-79 Fax. (021) 515-1681, 1226

PT Dinamika Usaha Jaya

Jl. KS Tubun II/15 Jakarta Barat 11410 Tel. (021) 533 0987; 530 3864

Fax. (021) 533 0991

PT e-Capital Securities

Menara Batavia 23rd floor Jl. KH Mas Mansyur Kav. 126

Tel. (021) 579-30078 Fax. (021) 579-30079

PT Erdikha Elit Sekuritas

Gedung Sucaco Lantai 3 Jl. Kebon Sirih No. 71 Jakarta Tel. (021) 314-6427, 314-7634,

310-0525 Fax. (021) 315-2841

PT Indosurya Securities

Graha Surya Lt 7 Taman Perkantoran Kuningan

Jl. Setiabudi Selatan I Kav. 9 Tel. (021) 5790 5068 Fax. (021) 5790 4898

PT Inti Fikasa Securindo

Menara Batavia Lantai 23 Jl. KH Mas Mansyur Kav. 125-126

Jakarta 10220 Tel. (021) 5793-0080 Fax. (021) 5793-0090

PT Investindo Nusantara Sekuritas

Plaza ABDA 17th floor Jl. Jend. Sudirman Kav. 59

Jakarta 12190 Tel. (021) 515-0817 Fax (021) 515-1217

PT Kresna Graha Sekurindo Tbk

Gedung BEI, Tower I, Lt. 30 Jl. Jend. Sudirman Kav. 52-53

Jakarta 12190 Tel. (021) 515-2889, 515-2595,

515-2606 Fax. (021) 515-5280

PT Madani Securities

Menara Prima 25th Floor Jl. Lingkar Mega Kuningan Blok 6.2

Jakarta 12950 Tel. (021) 579-48170 Fax. (021) 579-48171

PT Makinta Securities

Plaza ABDA Lantai 23 Jl. Jend. Sudirman Kav. 59

Jakarta 12190 Tel. (021) 5140-1133 Fax. (021) 5140-1599

PT Masindo Artha Securities

Jl. Sisingamangaraja No. 12 Kebayoran Baru

Jakarta 12110 Tel. (021) 7279-2999 Fax. (021) 739-8250

PT Mega Capital Indonesia

Menara Bank Mega Lantai 2 Jl. Kapten P. Tendean Kav. 12-14A

Jakarta 12790 Tel. (021) 7917-5599 Fax. (021) 7919-3900

PT Minna Padi Investama

Equity Tower Lantai 11 SCBD Lot 9 Jl. Jend. Sudirman Kav. 52-53

Jakarta 12190 Tel. (021) 525-5555 Fax. (021) 525-6666

PT Nusantara Capital Securities

Menara Karya Lantai 6 Jl. HR Rasuna Said Blok X-5

Kav. 1-2 Jakarta 12950 Tel. (021) 2554-6700 Fax. (021) 5794-470

PT OSK Nusadana Securities Indonesia

Plaza Lippo 14th Floor Jl. Jend. Sudirman Kav. 25

Jakarta 12920 Tel. (021) 520-4599 Fax. (021) 520-4598

PT Overseas Securities

Mandiri Tower Lt. 16 Jl. Jend. Sudirman Kav. 54-55

Jakarta 12190 Tel. (021) 527-7008 Fax. (021) 527-7009

PT Panin Sekuritas Tbk

Jakarta BEI Tower II, suite 1705 Jl. Jend Sudirman Kav 52-53

Jakarta 12190 Tel. (021) 515-3055 Fax. (021) 515-3061

PT Phillip Securities Indonesia

ANZ Thower, Lt. 23B Jl. Jend. Sudirman Kav. 33A

Jakarta 10220 Tel. (021) 5790-0800 Fax. (021) 5790-0809

PT Reliance Securities

Menara Batavia 27th floor Jl. KH Mas Mansyur kav. 126

Jakarta 10220 Tel. (021) 579-30008 Fax. (021) 579-30010

PT Valbury Asia Securities

Menara Karya Lt. 10 JL. HR Rasuna Said Blok X-5,

Kav.1-2 Jakarta 12950 Tel. (021) 255-33600 Fax. (021) 255-33700

PT Victoria Sekuritas

Senayan City, Panin Tower 8th Floor Jl. Asia Afrika Lot 19

Jakarta 10270 Tel. (021) 7278-2310 Fax. (021) 7278-2290

PT Wanteg Securindo

Graha KencanaLt. 7 JL. Perjuangan No.88

Jakarta 11530 Tel. (021) 5367-1517 Fax. (021) 5367-1519

PT Yulie Sekurindo

Plaza ABDA, lt.5 Jl. Jend. Sudirman Kav. 59

Jakarta 12190 Tel. (021) 5140-2181 Fax. (021) 5140-2182

290 ISSUER

PT Wintermar Offshore Marine Tbk Jl Kebayoran Lama No.155

Jakarta 11560 Indonesia

REGISTRAR

PT Datindo Entrycom Puri Datindo – Wisma Sudirman

Jl. Jend. Sudirman Kav. 34-35 Jakarta 10220

Indonesia

INTERNATIONAL SELLING AGENT

CIMB Bank (L) Limited

c.o. 11th Floor, Commerce Square Building Jalan Semantan, Damansara Heights

50490 Kuala Lumpur Malaysia

LEGAL ADVISERS TO THE ISSUER

As to Indonesian law

Weco Law Office

Jl. Blora No. 31, Menteng Jakarta 10310

Indonesia

AUDITORS

RSM Aryanto, Amir Jusuf, Mawar & Saptoto, member firm of RSM International

Plaza ABDA, 10th Floor Jl. Jend. Sudirman Kav. 59

Jakarta 12190 Indonesia

PT WINTERMAR OFFSHORE MARINE TBK

900,000,000 Ordinary Shares

and 90,000,000 Series I Warrants

OFFERING CIRCULAR

CIMB BANK (L) LIMITED