Sampoerna Agro final OC

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR
ADDRESS IN THE U.S.
Important: You must read the following before continuing. The following applies
to the Offering Circular following this page, and you are therefore advised to read this
carefully before reading, accessing or making any other use of the 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.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES
LAW OF ANY STATE OF THE U.S. OR OTHER JURISDICTION (EXCEPT THE
REPUBLIC OF INDONESIA) 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.
THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR
DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED
IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE
FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT
IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH
THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT
OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of the Representation: In order to be eligible to view this Offering
Circular or make an investment decision with respect to the securities, investors must
not be a U.S. person (within the meaning of Regulation S under the Securities Act).
This Offering Circular is being sent at your request and by accepting the e-mail and
accessing this Offering Circular, you shall be deemed to have represented to us that
you are not 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. and that you consent to
delivery of such Offering Circular by electronic transmission.
You are reminded that this Offering Circular has been delivered to you on the basis
that you are a person into whose possession this Offering Circular may be lawfully
delivered in accordance with the laws of jurisdiction in which you are located and you

may not, nor are you authorised to, deliver this Offering Circular to any other person.

The materials relating to the offering do not constitute, and may not be used in
connection with, an offer or solicitation in any place where offers or solicitations are
not permitted by law. 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
underwriters or such affiliate on behalf of the Issuer in such jurisdiction.
This Offering Circular has been sent to you in an electronic form. You are reminded
that documents transmitted via this medium may be altered or changed during the
process of electronic transmission and consequently neither Credit Suisse (Singapore)
Limited nor any person who controls it nor any director, officer, employee nor agent
of it or affiliate of any such person accepts any liability or responsibility whatsoever
in respect of any difference between the Offering Circular distributed to you in
electronic format and the hard copy version available to you on request from Credit
Suisse (Singapore) Limited.

C ONFIDENTIAL OFFERING C IRC ULAR
461,350,000 S hares

PT Sampoerna Agro Tbk
(established in the Republic of Indonesia with limited liability)

TABLE OF CONTENTS
Page

Page

N OTICE TO INVESTORS . . . . . . . . . . . . . . . . . .INDUSTRY
.
iii
O VERVIEW . . . . . . . . . . . . . . . . . . . .
76
ENFORCEABILITY O F C IVIL LIABILITIES. . . . . . . .
iii
B USINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
C ERTAIN TERMS A ND C ONVENTIONS . . . . . . . . .
iv
R EGULATORY O VERVIEW . . . . . . . . . . . . . . . . . . 113
SPECIAL N OTE R EGARDING FORWARD -LOOKING

M ANAGEMENT A ND PRINCIPAL SHAREHOLDERS . . . 117
STATEMENTS . . . . . . . . . . . . . . . . . . . . .R ELATED
. . . PARTYv TRANSACTIONS . . . . . . . . . . . . . 121
M ARKET A ND INDUSTRY INFORMATION . . . . . . . .
PRESENTATION O F FINANCIAL INFORMATION . . . . .

vi
D ESCRIPTION O F SHARE C APITAL . . . . . . . . . . . 124
vi INDONESIAN C APITAL M ARKETS . . . . . . . . . . . . . 128
SUMMARY . . . . . . . . . . . . . . . . . . . . . . T
.AXATION
. . . .. . .1. . . . . . . . . . . . . . . . . . . . . . . .
R ISK FACTORS . . . . . . . . . . . . . . . . . . . . .SUBSCRIPTION
...
12
A ND SALE . . . . . . . . . . . . . . . . . 138

U SE O F PROCEEDS . . . . . . . . . . . . . . . . . . .T.
.
25

RANSFER
R ESTRICTIONS . . . . . . . . . . . . . . . . . 144
EXCHANGE R ATES A ND EXCHANGE C ONTROLS . . .
26 LEGAL M ATTERS . . . . . . . . . . . . . . . . . . . . . . . 1
D IVIDEND POLICY . . . . . . . . . . . . . . . . . . . I.NDEPENDENT
..
27A CCOUNTANTS . . . . . . . . . . . . . . . 145
C APITALIZATION A ND INDEBTEDNESS . . . . . . . . .
SELECTED FINANCIAL INFORMATION . . . . . . . . . .

28
SUMMARY O F C ERTAIN D IFFERENCES B ETWEEN
29INDONESIAN GAAP A ND IFRS. . . . . . . . . . .

146

U NAUDITED PRO FORMA C ONDENSED
INDEX TO C ONSOLIDATED FINANCIAL STATEMENTS
C ONSOLIDATED FINANCIAL INFORMATION . . . . .
34 O F PT SAMPOERNA A GRO Tbk . . . . . . . . . . .

F-1
SELECTED O PERATING D ATA . . . . . . . . . . . . . . . INDEX39TO FINANCIAL STATEMENTS O F PT SUNGAI
R ANGIT . . . . . . . . . . . . . . . . . . . . . . . . . . .
THE FORMATION O F O UR G ROUP . . . . . . . . . . . .
41

INDEX TO FINANCIAL STATEMENTS O F PALMA
M ANAGEMENT S D ISCUSSION A ND A NALYSIS O F
A GRO LIMITED . . . . . . . . . . . . . . . . . . . . . . F-8
FINANCIAL C ONDITION A ND R ESULTS O F
O PERATIONS . . . . . . . . . . . . . . . . . . . . . . . .
44

-ii-

NOTICE TO INVESTORS

You should rely only on the information contained in this offering circular in making an inv
decision with respect to the Offering Shares. Neither we nor the International Selling Agent ha
authorized anyone to provide you with any additional or different information. This offering c

may only be used where it is legal to offer and sell the Offering Shares. The information in this
circular may only be accurate as of the date of this offering circular. You should be aware that
date of this offering circular there may have been changes in our business or otherwise that cou
the accuracy or completeness of the information set out in this offering circular.

In connection with the Global Offering, the International Selling Agent and the Underwrite
intend to effect transactions that stabilize or maintain the market price of the Shares at leve
would otherwise prevail in the open market.

We are furnishing this offering circular on a confidential basis in connection with an offe
from registration under the U.S. Securities Act and applicable state securities laws solely fo
enabling prospective investors to consider the purchase of Offering Shares. The information co
offering circular has been provided by us and other sources identified in this offering circula
tion, warranty or covenant, express or implied, is made by us, the International Selling Agent
their respective affiliates, directors, officers, employees, agents, representatives or advi
or completeness of the information contained herein. Any reproduction or distribution of this
in whole or in part, and any disclosure of its contents or use of any information herein is prohi
the extent such information is otherwise publicly available.

You should be aware that you may be required to bear the risk of an investment in the Offerin

for an indefinite period of time. See Transfer Restrictions for more information on these res

The distribution of this offering circular and the offer and sale of the Offering Shares off
restricted by law in certain jurisdictions. You should inform yourselves about and comply with
laws and regulations in force in any jurisdiction in connection with the distribution of this o
and the offer and sale of the Offering Shares. In making an investment decision, you should rely
examination of us and the terms of the Global Offering including the merits and risks involved.
not construe the contents of this offering circular or its appendices as legal, business, or ta
should consult your own attorney, business advisor or tax advisor.

The Offering Shares have not been approved or disapproved by any securities commission or r
authority. The foregoing authorities have not confirmed the accuracy or determined the adequac
offering circular.

ENFORCEABILITY OF CIVIL LIABILITIES

We are established in Indonesia. All of our directors, executive officers, commissioners an
experts named in this offering circular are residents of Indonesia. In addition, most of our as
of our directors, executive officers, commissioners and certain of our experts are located in I
result, you may not be able to:

effect service of process upon us or these persons outside Indonesia, or
enforce against us or them judgments obtained in courts outside of Indonesia.

An Indonesian court will not enter any judgment or order obtained outside Indonesia, but a j
order from a foreign court may, in the discretion of such Indonesian court, be admitted as evide
obligation in a new proceeding instituted in that Indonesian court, which will consider the iss
evidence before it.
-iii-

CERTAIN TERMS AND CONVENTIONS

We have prepared this offering circular using a number of conventions, which you should cons
reading the information contained in this offering circular. Unless the context requires other
this offering circular to:

BAPEPAM-LK are to the Indonesian Capital Markets and Financial Institutions Supervisor

the Company or Sampoerna Agro are to PT Sampoerna Agro Tbk (formerly known as PT Selap
Jaya ( Selapan Jaya )), which operates integrated oil palm plantations in Central Kalima
Sumatera, Indonesia;

Credit Suisse Loan are to a US$100,000,000 term loan facility agreement dated January 2
which the Company entered into with Credit Suisse, Singapore Branch (as amended by a syndi
agreement dated March 23, 2007);

EBITDA are to earnings before interest, tax, depreciation and amortization. See Summa
Summary Financial and Other Information for further information regarding our calculati
EBITDA and a reconciliation of EBITDA to net income;

inti are to a developer of plantationsinti
and
plantations
to our
are to plantation lands in respect o
which we hold
Hak Guna Usaha rights. See Business Land Rights for further information
regarding
Hak Guna Usaha;

Kalimantan Region are to our oil palm plantation operations in the Sukamara and Kotawar

Regencies of Central Kalimantan, Indonesia, which we operate through Sungai Rangit (as de
below);

Nitiagro Lestari are to PT Nitiagro Lestari, which owned 5.0% of our Shares immediately
this Global Offering;

our Controlling Shareholder are to Putera Sampoerna and his family, who beneficially ow
of our Shares immediately prior to the Global Offering;

our Group are to our Company together with its consolidated subsidiaries, which prior t
2007, did not include Palma Agro (as defined below), Sungai Rangit (as defined below), PT
Agro Indonesia, PT Selatanjaya Permai, PT Sungai Menang, PT Sawit Selatan, PT Tania Binata
PT Pertiwi Lenggara Agromas;
our Shareholders or the Shareholders are to the holders of our Shares;

our subsidiaries and its subsidiaries are to the consolidated subsidiaries of Sampoe
prior to January 26, 2007, did not include Palma Agro, Sungai Rangit, PT Usaha Agro Indone
PT Selatanjaya Permai, PT Sungai Menang, PT Sawit Selatan, PT Tania Binatama and PT Pertiw
Lenggara Agromas;

Palma Agro are to Palma Agro Limited, our subsidiary established in the Republic of Sey
which directly controls 93.6% of the shares of Sungai Rangit and as of March 31, 2007, held
exchangeable loan made to PT Sampoerna Bio Energi, which was exchangeable, at its option i
additional 6.4% of the shares of Sungai Rangit;
Partnership Program are
Kemitraan
to theprogram described under Business
shipKemitraan)
(
Programs ;

Plasma and Partner-

Plasma Program are to the Plasma program described under Business Plasma and Partner
(Kemitraan) Programs and Plasma plantations are to plantation lands cultivated by our Pl
farmers;

Sumatera Region are to our oil palm plantation, germinated seed and slab rubber operati
Ogan Komering Ilir District of South Sumatera, Indonesia, which we operate through Sampoe
and its subsidiaries;

Sungai Rangit are to PT Sungai Rangit, our subsidiary that operates an integrated oil p
company based in Kalimantan, Indonesia, in which Sampoerna Agro acquired a controlling in
January 26, 2007;

Venture Max Resources are to Venture Max Resources Pte. Ltd., which owned 95.0% of our S
immediately prior to this Global Offering; and
-iv-

we , us and our are to Sampoerna Agro and its subsidiaries taken as a whole, includin
after January 26, 2007, Palma Agro, Sungai Rangit, PT Usaha Agro Indonesia, PT Selatanjay
PT Sungai Menang, PT Sawit Selatan, PT Tania Binatama and PT Pertiwi Lenggara Agromas.

All references to the United States or U.S. are to the United States of America and refe
Indonesia are to the Republic of Indonesia. References to the Indonesian Government or the
ment in this offering circular are references to the Government of Indonesia. All references i
circular to U.S. dollars , US$ and $ are to the lawful currency of the United States and al
Indonesian Rupiah , Rupiah and Rp. are to the lawful currency of Indonesia.

All references to tonnes are to metric tonnes. A metric tonne is equal to 1,000 kilograms,
approximately 2,204.6 pounds. A hectare is a metric unit of square measurement equal to 10,000
meters, or approximately 2.471 acres.

All references to crude palm oil prices quoted on the Rotterdam market are c.i.f Europe and
to our average sales prices are ex-mill for local sales and f.o.b. South Sumatera Port for expor
Sumatera Region and f.o.b jetty in Sukamara for our Kalimantan Region.

Production capacity figures, quoted in tonnes, indicate the number of tonnes of products th
are rated by manufacturers to produce. Capacity utilization figures are calculated by dividing
figures for a particular period by production capacity (annualized or pro rated for a period le

Age figures for our oil palm trees are calculated by taking the actual age of trees in a plan
rounding up to the next whole year. References to hectares of plantations that we have cultiva
developed refer to hectares of plantation land on which we have planted oil palm trees or rubb
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains forward-looking statements that are, by their nature, su
risks and uncertainties. These forward-looking statements include, without limitation, state

our plans, targets, objectives or goals, including those related to our products and oper
our revenue and profitability;
anticipated increases in our crude palm oil yield per hectare and crude palm oil and palm
extraction rates;

anticipated demand and selling prices for crude palm oil, palm kernel and germinated seed

future and budgeted capital expenditures and investments in general and expected product
of our processing mills to be constructed or acquired as part of our capital expenditure p
environmental compliance and remediation;
future economic performance; and
assumptions underlying these statements.

Forward-looking statements that may be made by us from time to time (but that are not includ
offering circular) may also include projections or expectations of revenues, income (or loss),
per share, dividends, capital structure or other financial items or ratios.

The words anticipate , believe , could , estimate , expect , intend , may , plan
would and similar expressions, as they relate to us, are intended to identify a number of thes
looking statements. These forward-looking statements reflect our current view with respect to
and are not a guarantee of future performance.

You should be aware that a number of important factors could cause our actual results to dif
from the plans, objectives, expectations, estimates, projections and intentions expressed in
looking statements. These factors include:

economic, social and political conditions in Indonesia and other countries in which we tr
business;

fluctuations in the selling prices of crude palm oil and palm kernel in the international
markets, including factors such as local, regional and global supply and demand;
-v-

fluctuations in global weather and climatic conditions that affect oil palm crops;

changes in the prices of raw materials used in our production processes, including, in pa
fertilizers;
changes or volatility in inflation and foreign exchange rates;
increases in regulatory burdens in Indonesia;

changes in import or export controls, duties, levies or taxes, either in international ma
Indonesia, affecting crude palm oil and palm kernel;

availability of, and our ability to obtain, land rights and revocation of, or restriction
rights;

changes in our relationship with the Government and regional and local government authori
Indonesia;
acquisitions and various business opportunities that we may pursue; and
our success in managing the risks of any of these factors.

This list of important factors is not exhaustive. When relying on forward-looking statemen
carefully consider the foregoing factors and other uncertainties and events, especially in lig
economic, social and legal environment in which we operate. These forward-looking statements s
of the date on which they are made. Accordingly, we do not undertake any obligation to update or
of them, whether as a result of new information, future events or otherwise. We do not make any
representation, warranty or prediction that the results anticipated by those forward-looking
achieved, and these forward-looking statements represent, in each case, only one of many possi
and should not be viewed as the most likely or standard scenario. Accordingly, you should not pl
reliance on any forward-looking statements.

MARKET AND INDUSTRY INFORMATION

We have obtained certain market data, industry forecasts and data relating to Indonesia and
countries or areas of the world used in this offering circular from the Indonesian Palm Oil Prod
Association, the Indonesian Ministry of Agriculture in Indonesia and ISTA Mielke
Oil GmbH, the pub
World Annual, internal surveys, market research and publicly-available industry, Government and
information, publications and websites. Industry publications generally state that the inform
therein has been obtained from sources believed to be reliable, but that the accuracy and compl
information is not guaranteed. While we believe these industry forecasts and market research t
we have not independently verified this information and do not make any representation as to th
completeness of this information.

PRESENTATION OF FINANCIAL INFORMATION
This offering circular contains:

the audited consolidated financial statements of Sampoerna Agro as of December 31, 2004,
2006 and for the years then ended, and as of March 31, 2007 and for the three-month period t
ended;

the audited financial statements of Sungai Rangit as of December 31, 2004, 2005 and 2006 a
years then ended; and

the audited financial statements of Palma Agro as of December 31, 2006 and for the period
January 5, 2006 (inception) through December 31, 2006, which were prepared under generall
accounting principles in the Republic of Seychelles,

each of which (except as noted above) has been prepared in accordance with generally accepted a
principles in Indonesia ( Indonesian GAAP ). Indonesian GAAP differs in certain respects from
-vi-

Financial Reporting Standards ( IFRS ). Please refer to Summary of Certain Differences Betwe
GAAP and IFRS included in this offering circular.

We maintain our accounts and publish our financial statements in Indonesian Rupiah. Solely
convenience of the reader, we have translated certain Indonesian Rupiah amounts in this offeri
U.S. dollars at specified rates. Unless otherwise indicated, U.S. dollar equivalent informati
Indonesian Rupiah is based on the middle exchange rate of Bank Indonesia, the central bank of In
March 30, 2007, which was Rp.9,118 per US$1.00. The middle exchange rate of Indonesian Rupiah f
U.S. dollars on May 30, 2007 was Rp.8,815 per US$1.00. The Federal Reserve Bank of New York does
certify for custom purposes a noon buying rate for cable transfers in Indonesian Rupiah. We mak
representation that the Indonesian Rupiah amounts, on the one hand, or U.S. dollar amounts, on
hand, shown in this offering circular could have been or could be converted into U.S. dollars or
Rupiah, as the case may be, at any particular rate or at all. See Exchange Rates and Exchange C
further information regarding rates of exchange between Indonesian Rupiah and U.S. dollars.

Certain figures (including percentages) have been rounded for convenience, and therefore i
actual sums, quotients, percentages and ratios may differ.

-vii-

[Intentionally Left Blank]

SUMMARY
This summary may not contain all of the information that is important to you. Before making an
investment decision, you should read this entire offering circular, including our financial statements and
related notes and “Risk Factors” beginning on page 12.
Our Business

We are a leading producer of crude palm oil and palm kernel in Indonesia and one of the seven
Government-approved oil palm seed producers in Indonesia. Our primary business activities are

cultivating oil palm trees and processing the harvested fresh fruit bunches, or FFB, into
and palm kernel; and
developing and processing germinated oil palm seeds.

We operate in the Sumatera Region through Sampoerna Agro and its five subsidiaries PT Tela
Hikmah, PT Aek Tarum, PT Mutiara Bunda Jaya, PT Binasawit Makmur and PT Gunung Tua Abadi. As of
March 31, 2007, we held HGU land rights in the Sumatera Region to oil palm plantations in the Og
Komering Ilir district of South Sumatera covering approximately
Ijin
35,177
Lokasi (Location
hectares and
Permits) covering an additional 75,896 hectares. We operate in the Kalimantan Region through S
in which we acquired a controlling interest on January 26, 2007. As of March 31, 2007, we held H
rights in the Kalimantan Region to an oil palm plantation in the Sukamara and Kotawaringin Bara
Central Kalimantan covering approximately 17,061 hectares.

We operate and manage
inti plantations and develop and foster plasma plantations in our Sumatera
Region, and operate and manage
inti and partnership plantations in our Kalimantan Region. As of March 3
2007, the
inti and plasma plantations in our Sumatera Region included approximately 54,878 hectare
mature oil palm trees and 5,736 hectares of immature oil palm
inti and
trees,
partnership
and the plantations in
our Kalimantan Region included approximately 12,668 hectares of mature oil palm trees and 785 h
immature oil palm trees.

We produce both crude palm oil and palm kernel from the fresh fruit bunches harvested from o
palm trees at four crude palm oil processing mills located in our Sumatera Region and one proce
located in our Kalimantan Region. Our five crude palm oil mills have a processing capacity of ap
350 tonnes of fresh fruit bunches per hour. We are one of only seven Government-approved oil pal
producers in Indonesia and, to date, we have developed six varieties of germinated oil palm see
which we use for planting material on our plantations and the balance of which we sell to third
2004, the Ministry of Agriculture granted us licenses to sell our seed varieties and, as of Dece
we had produced and distributed approximately 19.3 million germinated seeds. In addition to pr
palm oil, palm kernel and germinated oil palm seeds, as of March 31, 2007 we had approximately 1
hectares of rubber plantations in our Sumatera Region.

Oil palm trees require approximately three to four years to mature and do not reach peak pro
eight years after planting. Their peak production years range from their eighth year through th
after which their production of fresh fruit bunches gradually declines. We expect that the yiel
plantations in the Sumatera and Kalimantan Region will improve and production of crude palm oil
kernel will increase as more of our trees mature and reach peak production. Our crude palm oil p
the Sumatera Region increased from 146,988 tonnes in 2003 to 220,655 tonnes in 2006, representi
compound annual growth rate of 14.5%. The crude palm oil production in the Kalimantan Region in
from 11,380 tonnes in 2003 to 21,238 tonnes in 2006, representing a compound annual growth rate
Our palm kernel production in the Sumatera Region increased from 29,695 tonnes in 2003 to 54,41
2006, representing a compound annual growth rate of 22.4%. The palm kernel production in the Ka
Region increased from 2,580 tonnes in 2003 to 4,581 tonnes in 2006, representing a compound ann
rate of 21.1%.

For the year ended December 31, 2006, we generated sales of Rp.977,295 million, Adjusted EB
Rp.235,589 million and net income of Rp.112,671 million in our Sumatera Region and our Kalimant
generated sales of Rp.77,691 million, Adjusted EBITDA of Rp.31,198 million and net income of
Rp.2,070 million.
-1-

Our Strengths

We believe that we are well-positioned to take advantage of growth in the palm oil industry
attributes will continue to differentiate us from our competitors. We intend to leverage off th
strengths to progressively expand our oil palm plantation area, achieve higher fresh fruit bun
extraction rates, increase our mill processing capacity, and improve our overall operational e
to increase our production of crude palm oil and palm kernel. We also plan to further develop ou
seeds business and enhance our agriculture and planting knowledge through continued commitmen
of research and development.
Our Plantations and Mills Are Ideally Located for High Yields and Low Cost Production

The Majority of Our Plantations Are in Peak Production, Yielding High Production of Fresh
Bunches
We Employ a Disciplined Approach to Managing our Plantations
Our Success in Seed Production Has Diversified Our Business
We Are in a Strong Financial Position to Continue to Execute our Expansion Plans

We Have the Commitment and Support of a Professional Management Team with Extensive Exper
in the Plantation Industry
Our Business Strategy

Our business objective is to be a responsible Indonesian leader in the palm oil industry, wh
long-term profitability. We plan to achieve our objective through the implementation of the fo
initiatives:
Expand our Oil Palm Plantation Area
Further Develop our Research and Development Capabilities
Increase our Profit Margins through Higher Operational Efficiency
Rehabilitation of our Kalimantan Plantations
Continue our Commitment to Community Development and Corporate Citizenship

-2-

Formation of our Group and Ownership Structure

Sampoerna Agro, formerly known as Selapan Jaya, was established in Indonesia in 1993. Our C
Shareholder acquired a controlling interest in Sampoerna Agro in January 2007.

In April 2006, our Controlling Shareholder acquired a controlling interest in Sungai Rangi
plantation operator in Kalimantan, Indonesia. On January 26, 2007, Sampoerna Agro acquired a c
interest in Sungai Rangit.
Significant events in our history are set out below:
June 1993. . . . . . . . . . . . . . . . . . .Sampoerna
. . . . . . Agro,
. . . .then known as Selapan Jaya,
established to operate oil palm plantations in
South Sumatera
March 1996
. . . . . . . . . . . . . . . . . . Sungai
. . . . .Rangit
. . . .commenced
.
operation of its oil
palm plantations in Central Kalimantan
June 1996. . . . . . . . . . . . . . . . . . .Sampoerna
. . . . . . Agro
. . . commenced
.
operation of its
first crude palm oil processing mill
May 2002 . . . . . . . . . . . . . . . . . . .Sungai
. . . . Rangit
. . . . .commenced
.
operation of its first
crude palm oil processing mill
April 2006
. . . . . . . . . . . . . . . . . . . . .Controlling
. . . . . . . .Shareholder
Our
acquired a
controlling interest in Sungai Rangit
January 2007
. . . . . . . . . . . . . . . . . . . .Controlling
. . . . . . . Shareholder
Our
acquired a
controlling interest in Sampoerna Agro
January 2007
. . . . . . . . . . . . . . . . . .Sampoerna
. . . . . .Agro
. . .acquired a controlling interest
in Sungai Rangit
March 2007
. . . . . . . . . . . . . . . . . . Selapan
. . . . . Jaya
. . . changed
..
its name to PT Sampoerna
Agro
March 2007
. . . . . . . . . . . . . . . . . . Sampoerna
. . . . . . .Agro
. . .acquired a controlling interest
in PT Usaha Agro Indonesia, PT Selatanjaya
Permai, PT Sungai Menang, PT Sawit Selatan,
PT Tania Binatama and PT Pertiwi Lenggara
Agromas
For more detail about the formation of our Group, see The Formation of our Group .

-3-

The following chart sets forth our ownership structure as of the date of this offering circu
Venture
Max
Resources

Nitiagro
Lestari

95%

5%
Sampoerna
Agro

99%

99%

99%

100%

PT Sawit
Selatan

PT Telaga
Hikmah

PT Tania
Binatama

PT Aek Tarum

PT Selatanjaya
Permai

PT Mutiara
Bunda Jaya

PT Sungai
Menang

PT Binasawit
Makmur

Palma Agro

93.6%

PT Usaha Agro
Indonesia

PT Pertiwi
Lenggara
Agromas

PT Sungai
Rangit

PT Gunung
Tua Abadi

Sumatera

Kalimantan

The Offering
Issuer
. . . . . . . . . . . . . . . . . . .Sampoerna
. . . . . .Agro
. PTTbk

The Global Offering
. . . . . . . . . . . . . fering
. . Theofof461,350,000 newly-issued shares of PT Sampoerna
Agro Tbk (the Offering Shares ). The Global Offering consists
the sequential International Offering and Indonesian Offering

The International Offering
. . . . . . . . . . . fering
The OfShares are being offered by us through the International Selling Agent to certain non-U.S. persons outside Indon
and the United States in offshore transactions in reliance on R
lation S under the U.S. Securities Act. The closing of the Inter
tional Offering is conditional upon the closing of the Indonesi
Offering.
The Indonesian Offering
. . . . . . . . . . . .fering
The Of
Shares are being offered in Indonesia through the
Underwriters by way of a public offer in Indonesia.

Clawback and Re-Allocation
. . . . . . . . . fering
The Of Shares may be reallocated between the Internationa
Offering and the Indonesian Offering in the event of under-subscription in one and an over-subscription in the other.
Offering Price
. . . . . . . . . . . . .Rp.2,340
......
per Offering Share (the Offering Price ).

Shares Outstanding
. . . . . . . . . . . . . . . .date
As of
of this
the offering circular, our authorized share ca
is Rp.1,100,000,000,000 (US$120,640,491) divided into
5,500,000,000 shares, each with a par value of Rp.200 ( Shares
Our issued and paid-up share capital is Rp.285,730,000,000
(US$31,336,916) consisting of 1,428,650,000 fully paid Shares
Upon completion of the Global Offering, our issued and paid-up
share capital will be Rp.378,000 million (US$41 million), cons
ing of 1,890,000,000 fully paid Shares, and our additional paid
share capital will be Rp.987,289 million (US$108 million).

Listing of our Shares
. . . . . . . . . . Prior
. . . .to
. the Global Offering, there has been no public market fo
our Shares. Application has been made for the listing and quota
of our Shares on the JSX. If the relevant listing approval is gr
trading in our Shares on the JSX is expected to commence on or
about June 18, 2007 (the Listing Date ).

Lock-ups
. . . . . . . . . . . . . . . . . . . . agreed
. . . . that,
We have
for a period of six months following the
Listing Date, we will not offer, sell, contract to sell, pledge
erwise dispose of, directly or indirectly, any of our Shares or
securities convertible into an exchangeable or exercisable for
of our Shares, enter into a transaction which would have the sam
effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequence
ownership of our Shares, whether any such transaction is settle
delivery of our Shares or such other securities, in cash or othe
wise, or publicly disclose the intention to effect any such off
sale, pledge or disposition, or to enter into any such transact
swap, hedge or other arrangement, without, in each case, the pr
written consent of the International Selling Agent (such conse
to be unreasonably withheld or delayed).

Venture Max Resources has agreed to a similar restriction for a
period of six months following the Listing Date, except for Sha
owned by it and pledged solely to secure borrowings by it or any
of its affiliates provided that the lender(s) and pledgee(s) un
such borrowings agree in writing to be subject to the same sixmonth restriction.
-5-

In addition to the consent of the International Selling Agent,
may also require the consent of BAPEPAM-LK before the applicable lock-up can be waived.

Use of Proceeds
. . . . . . . . . . . . . .will
. . .use
. We
the net proceeds of approximately Rp.1,019,859 mill
(US$112 million) we receive from the Global Offering primarily
(i) together with cash from other sources, repay the Credit Sui
Loan, the outstanding principal amount of which is US$100 milli
as of the date of this offering circular, and (ii) to finance ou
expansion program. We intend to use the balance of the proceeds
for general working capital and other corporate expenses.

Voting Rights
. ... . . . . . . . . . .Owners
. . . . of
. .the Offering Shares offered in this Global Offering w
be entitled to the same voting rights as other holders of our Sh

Dividends
. . . . . . . . . . . . . . . . . declaration,
. . . . . . Theamount and payment of future dividends on our
Shares, if any, is discretionary and will be subject to the reco
mendation of our Board of Directors and approval of our
Shareholders. See Dividend Policy and Description of Share
Capital Dividends .

Payment. . . . . . . . . . . . . . . .Payment
. . . . .to
. .us. of the net proceeds for the Shares sold in the Glob
Offering is expected to be made on or about June 18, 2007 in
immediately available funds.

Delivery
. . . . . . . . . . . . . . . .Delivery
......
of. the
. shares to successful applicants will be made ag
payment therefor through the depository facilities of the Indo
Securities Depository Company, PT Kustodian Sentral Efek Indon
sia ( KSEI ). See Subscription and Sale Registration of the
Offering Shares in KSEI and Indonesian Capital Markets . It i
expected that the Offering Shares will be delivered on or about
June 18, 2007.

Transfer Restrictions
. . . . . . . . . . . . . .fering
. TheShares
Of
sold in the Global Offering will be subject
certain transfer restrictions as described in Transfer Restri

Timetable
. . . . . . . . . . . . . . . . .indicative
. . . . . . timetable
An
in respect of the International Offeri
the Indonesian Offering is set forth under Subscription and Sa

Risk Factors. .. .. . . . . . . . . . . . estment
. . . . . inInv
our Shares involves risks which are described unde
Risk Factors .

See Description of Share Capital for more detailed information concerning the terms of ou

-6-

Summary Financial and Other Information

You should read the summary financial and other information presented below in conjunction
consolidated financial statements, related notes and other financial information of Sampoerna
financial statements, related notes and other financial information of Sungai Rangit (a consol
of Sampoerna Agro) and Palma Agro (a consolidated subsidiary of Sampoerna Agro and also the par
company of Sungai Rangit), and the related audit reports thereon, included elsewhere in this of
You should also read the section of this offering circular entitled Management s Discussion a
Financial Condition and Results of Operations , included herein.

We derived our summary financial and other information for Sampoerna Agro below from the
consolidated financial statements of Sampoerna Agro for the years ended December 31, 2004, 200
The consolidated financial statements of Sampoerna Agro for the years ended December 31, 2004 a
have been audited by Prasetio, Sarwoko & Sandjaja (who were a member of Ernst & Young Global),
independent public accountants. The consolidated financial statements of Sampoerna Agro for t
December 31, 2006 have been audited by Purwantono, Sarwoko & Sandjaja (who are a member of Ernst
Young Global), independent public accountants. The financial statements of Sungai Rangit for t
December 31, 2004 and 2005 have been audited by Dra. Suhartati & Partner, independent public ac
The financial statements of Sungai Rangit for the year ended December 31, 2006 have been audite
Malonda Astika & Rekan, independent public accountants.

The consolidated financial statements of Sampoerna Agro and the financial statements of Su
each for the years ended December 31, 2004, 2005 and 2006, have been prepared in accordance with
Indonesian GAAP.

The consolidated financial statements of Sampoerna Agro for the years ended December 31, 20
and 2006 do not include the financial statements of Sungai Rangit and Palma Agro, as Sampoerna A
not acquire a controlling financial interest in Sungai Rangit and Palma Agro until January 26,
Unaudited Pro Forma Condensed Consolidated Financial Information for the presentation of th
pro forma condensed consolidated financial information of Sampoerna Agro as of, and for the yea
December 31, 2006, which is presented as if Sampoerna Agro had acquired Sungai Rangit and Palma
since January 1, 2006.

See Summary of Certain Differences Between Indonesian GAAP and IFRS for a discussion of
differences between Indonesian GAAP and IFRS that are relevant to the consolidated financial s
Sampoerna Agro.
Sampoerna Agro
2004
Rp.

Year Ended December 31,
2005
2006
Rp.
Rp.
(In millions)

2006
US$

Income Statement Data:
Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .865,919
. . . . . . 625,696
. . . . . . .977,295
....
Cost of sales
. . . . . . . . . . . . . . . . . . . . . . . . . . 632,457
. . . . . . .458,156
. . . . . .728,565
..

108.3
80.8

Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . .233,463
. . . . . .167,541
. . . . . . 248,731
..
Operating expenses
. . . . . . . . . . . . . . . . . . . . . . . . 30,187
. . . . . . .46,813
. . . . . .56,606

27.6
6.3

Operating income
. . . . . . . . . . . . . . . . . . . . . . . 203,275
. . . . . . .120,728
. . . . . .192,124

21.3

Other expenses
. . . . . . . . . . . . . . . . . . . . . . . . . .(56,074)
. . . . . . .(38,683)
.......
(30,029)

(3.3)

Income before corporate income tax
. .expense
. . . . . . . . .147,202
.....
82,045
Corporate income tax expense
....................
40,597
. . . . . .23,878
...

162,095
48,515

18.0
5.4

Income before extraordinary
. . item
. . . . . . . . . . . . . .106,605
. . . . . . .58,166
.
Extraordinary item, net of related
. . tax
. . .effect
. . . . . . . . . . . . . . 3,729

113,580

12.6

Income before minority interests in net
income of subsidiaries
. . . . . . . . . . . . . . . . . . . . . 106,605
. . . . . . . 61,896
. . . . . 113,580
Minority interests in net income of.subsidiaries
. . . . . . . . . . . .(899)
...
(586)
(910)

12.6
(0.1)

Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .105,706
. . . . . . .61,309
. . . . . 112,671
...

12.5

-7-

As Of December 31,
2005
2006
Rp.
Rp.
(In millions)

2004
Rp.

2006
US$

Balance Sheet Data:
Cash and cash equivalents
. . . . . . . . . . . . . . . . . . . . . 81,515
.......
23,146
. . . . 64,238
7.1
Trade receivables
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,217
. . . . . . . 419
.
515
Total current assets
. . . . . . . . . . . . . . . . . . . . . . . . 111,474
. . . . . . .127,812
. . . . . .103,345
.
11.5
Plantation assets:
Mature plantations,
. . net
. . . . . . . . . . . . . . . . . . . 129,580
. . . . . . .131,210
. . . . . 127,642
14.2
Immature plantations
.......................
15,332
. . . . . .10,567
. . . . . 15,139
1.7
Fixed assets,
..
net
. . . . . . . . . . . . . . . . . . . . . . . .334,261
. . . . . .323,334
. . . . . . 302,537
..
33.5
Total non-current assets
. . . . . . . . . . . . . . . . . . . . . .524,184
. . . . . . 527,332
. . . . . . 512,099
56.8
Total assets
............................
635,658
. . . . . .655,144
. . . . . . 615,444
...
68.2
Current portion of long-term debt bank
. .loans
. . . ..... . . 54,580
....
57,000
32,125
3.6
Bank loans, net of current maturities
.................
257,812
. . . . . .197,928
..
81,356
9.0
Total liabilities
. . . . . . . . . . . . . . . . . . . . . . . . . . 398,840
. . . . . . .356,430
. . . . . .203,670
..
22.6
Total shareholders .equity
. . . . . . . . . . . . . . . . . . . . 234,787
. . . . . . .296,096
. . . . . 408,247
45.3
2004
Rp.

Year Ended December 31,
2005
2006
Rp.
Rp.
(In millions)

2006
US$

Cash Flow Data:
Net cash from operating activities
. . . . . . . . . . . . . . . . 183,288
........
92,682
258,014
28.6
Net cash used in investing activities
. . . . . . . . . . . . . . . (116,266)
. . . . . . . .(38,450)
(36,025)
(4.0)
Net cash used in financing activities
. . . . . . . . . . . . . . . .(57,366)
.......
(112,601) (180,897) (20.0)
Net increase/(decrease) in cash and cash
. .equivalents
. . . . . . . 9,656
..
Cash and cash equivalents at beginning
. . of
. .year.
. . . . . . .71,859
...
Cash and cash equivalents at end
..
of. year
. . . . . . . . . . .81,515
.....

(58,369)
81,515

41,092
23,146

4.6
2.6

23,146

64,238

7.1

Year Ended December 31,
2004
2005
2006
2006
Rp.
Rp.
Rp.
US$
(In millions, except percentages)

Non-Indonesian GAAP Financial Data (unaudited):
Adjusted EBIT(1)
. . . . . . . . . . . . . . . . . . . . . . . . .203,275
. . . . . . 120,728
. . . . . . .192,124
.
21.3
Adjusted EBITDA(1)
. . . . . . . . . . . . . . . . . . . . . . . 240,142
.......
162,131
. . . . . .235,589
26.1
Adjusted EBITDA margin(2)
. . . . . . . . . . . . . . . . . . . . . 27.7%
. . . . . .25.9%
...
24.1% 24.1%

-8-

(1) Adjusted EBIT and Adjusted EBITDA are not measurements of financial performance under Indo
GAAP and should not be considered as an alternative to net cash provided by operating activi
measure of liquidity or an alternative to net profit as indicators of our operating performa
measure of performance derived in accordance with Indonesian GAAP. As a measure of our opera
formance, we believe that the most directly comparable Indonesian GAAP measure to Adjusted
and Adjusted EBIT is profit after tax. The following table reconciles our net income under I
GAAP to our calculation of Adjusted EBITDA for the periods indicated:
2004
Rp.

Year Ended December 31,
2005
2006
Rp.
Rp.
(In millions)

2006
US$

Reconciliation:
Net income
. . . . . . . . . . . . . . . . . . . . . . . . . .105,706
.......
61,309
. . . . . 112,671
..
12.5
Add back:
Minority interest in net income of .
subsidiaries
...........
899
586
910
0.1
Income tax expense
. . . . . . . . . . . . . . . . . . . . . 40,597
.......
23,878
. . . . 48,515
5.4
Interest expense
. . . . . . . . . . . . . . . . . . . . . . . 50,931
. . . . . . 41,063
. . . . . . 31,696
3.5
Depreciation and amortization
. . . . . . . . . . . . . . . . 36,635
. . . . . . .41,174
.
43,207
4.8
Amortization of deferred landrights
. . .costs
. . . .. .. . . . . . .
231
229
258
Loss on disposal of investment in associated
. . .company
..1
.3,000
Other expenses,. net
.....................
(1,734)
. . . . . . . 752
...
2,501
0.3
Less:
Interest income
. . . . . . . . . . . . . . . . . . . . . . . .6,124
. . . . . .3,131
. . . . . 4,168
0.5
Extraordinary item, net of related
. .tax
. . effect
..........
3,729
Adjusted EBITDA
. . . . . . . . . . . . . . . . . . . . 240,142
.......
162,131
....
235,589
26.1
Less:
Depreciation and amortization
. . . . . . . . . . . . . . . . 36,866
. . . . . . .41,403
.
43,465
4.8
Adjusted EBIT
. . . . . . . . . . . . . . . . . . . . . .203,275
. . . . . . 120,728
. . . . . . 192,124
21.3
(2) Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of sales.

-9-

Sungai Rangit
2004
Rp.

Year Ended December 31,
2005
2006
2006
Rp.
Rp.
US$
(In millions)

Income Statement Data:
Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,691
. . . . . .54,668
. . . . . .77,691
. . . . . .8.6
.
Cost of sales
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .33,170
. . . . . 52,927
. . . . . .63,338
. . . . . 7.0
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7,521
. . . . . 1,741
. . . . . 14,353
. . . . . 1.6
Operating expenses
. . . . . . . . . . . . . . . . . . . . . . . . . . .6,094
. . . . . 5,370
. . . . . .6,642
...
0.7
Income/(loss) from operations
. . . . . . . . . . . . . . . . . . . . .1,427
. . . . .(3,629)
. . . . . 7,711
0.9
Other expenses
. . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,689)
. . . . . . (3,752)
. . . . . . .(1,421)
...
(0.2)
Income/(loss) before income
. . .tax
. . . . . . . . . . . . . . . .(2,263)
. . . . . . (7,381)
....
6,290
0.7
Income tax benefit/(expense)
. . . . . . . . . . . . . . . . . . . . . . . . . . .1,515
. . . . .(4,220)
.
841 (0.5)
Net income/(loss)
. . . . . . . . . . . . . . . . . . . . . . . . . . .(1,421)
. . . . . . (5,866)
. . . . . . .2,070
..

2004
Rp.

As Of December 31,
2005
2006
Rp.
Rp.
(In millions)

0.2

2006
US$

Balance Sheet Data:
Cash and cash equivalents
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12,966
751 1.4 52
Accounts receivable .trade
. . . . . . . . . . . . . . . . . . . . 1,218
..........
789
0.1
Total current assets
. . . . . . . . . . . . . . . . . . . . . . . . .26,798
. . . . . . .3,841
. . . . . 29,116
.
3.2
Plantations
. . . . . . . . . . . . . . . . . . . . . . . . . . . .268,350
. . . . . . 306,213
. . . . . . .309,295
...
34.3
Property, plant and equipment
. . . . . . . . . . . . . . . . . . . .95,680
. . . . . .106,358
....
99,964
11.1
Total non-current assets
. . . . . . . . . . . . . . . . . . . . . .372,222
. . . . . . 420,463
. . . . . . 430,401
47.7
Total assets
............................
399,020
. . . . . .424,303
. . . . . . 459,517
...
50.9
Short-term bank loans
. . . . . . . . . . . . . . . . . . . . . . . .18,304
. . . . . .23,000
......
Total current liabilities
. . . . . . . . . . . . . . . . . . . . . . . 29,668
. . . . . . 46,749
. . . . . . 16,352
1.8
Long-term bank loans
. . . . . . . . . . . . . . . . . . . . . . . 178,105
.......
177,037
. . . . . .180,000
20.0
Subordinated .
loan
. . . . . . . . . . . . . . . . . . . . . . . .100,000
. . . . . . 100,000
........
Total non-current liabilities
. . . . . . . . . . . . . . . . . . . . .299,448
. . . . . .313,515
. . . . . 197,056
21.8
Total shareholders .equity
. . . . . . . . . . . . . . . . . . . . .69,905
. . . . . .64,039
. . . . . 246,109
27.3
2004
Rp.

Cash
Cash
Cash
Cash

Year Ended December 31,
2005
2006
Rp.
Rp.
(In millions)

2006
US$

Flow Data:
from/(used in) operating.activities
. . . . . . . . . . . . . . .(48,639)
. . . . . . .16,645
.
(614) (0.1)
used in investing activities
....................
(4,334)
......
(33,640)
...
(19,167) (2.1)
from financing activities
.....................
53,523
. . . . . .16,296
. . . . 32,695
3.6

Net increase/(decrease). in
. .cash
. . . . . . . . . . . . . . . . . . . . . . .(699)
. . . . 12,914
550
Cash and cash equivalents, beginning
.........................
201

1.4
751

Cash and cash equivalents,
..
ending
. . . . . . . . . . . . . . . . . . . . . . . . . . 12,966
751

1.452

-10-

52

Year Ended December 31,
2004
2005
2006
2006
Rp.
Rp.
Rp.
US$
(In millions, except percentages)

Non-Indonesian GAAP Financial Data (unaudited):
Adjusted EBIT(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . .1,427
. . . . .(3,629)
.......
7,711
..
0.9
Adjusted EBITDA(1)
. . . . . . . . . . . . . . . . . . . . . . . . .15,095
. . . . . .11,638
. . . . . 31,198
...
3.5
Adjusted EBITDA margin(2)
.......................
37.1%
. . . . .21.3%
. . . . .40.2% 40.2%

(1) Adjusted EBIT and Adjusted EBITDA are not measurements of financial performance under Indo
GAAP and should not be considered as an alternative to net cash provided by operating activi
measure of liquidity or an alternative to net profit as indicators of our operating performa
measure of performance derived in accordance with Indonesian GAAP. As a measure of our opera
formance, we believe that the most directly comparable Indonesian GAAP measure to Adjusted
and Adjusted EBIT is profit after tax. The following table reconciles our net income under I
GAAP to our calculation of Adjusted EBITDA for the periods indicated:
2004
Rp.

Year Ended December 31,
2005
2006
2006
Rp.
Rp.
US$
(In millions)

Reconciliation:
Net income (loss)
. . . . . . . . . . . . . . . . . . . . . . . . .(1,422)
. . . . . .(5,866)
. . . . . . 2,070
.
0.2
Add back:
Income tax expense
. . . . . . . . . . . . . . . . . . . . . . . .(841)
. . . . (1,515)
. . . . . . .4,220
0.5
Interest expense
. . . . . . . . . . . . . . . . . . . . . . . . .4,070
......
4,122
. . . . .2,009
..
0.2
Depreciation and amortization
. . . . . . . . . . . . . . . . . .13,668
. . . . . 15,267
....
23,487
2.6
Tax penalties
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,725
. . . . 0.2
Loss on sale of equipment
..............................
626
Less:
Interest income
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,709
.