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MONTHLY

 

NEWSLETTER

 

July 2008 Issue 

Important Notice

o Annual and Extraordinary General Meeting of Shareholders

SGRO held an Annual General Meeting of Shareholders (“AGM”) for the financial year of 2007 which was immediately followed by Extraordinary General Meeting of Shareholders (“EGM”) on 27 June 2008 in Grand Hyatt Hotel, Jakarta.

The AGM had approved the following issues:

• Company’s financial statements for the financial year 2007, which was audited by Purwantono, Sarwoko & Sandjaja (Ernst & Young), and company’s annual report for the same financial year.

• 2007 earnings allocations in the amount of Rp 215,082,990,000 to be used as follows: Rp 3,000,000,000 as appropriated retained earnings (mandatory reserve), Rp 39,690,000,000 as cash dividend (Rp 21 per share), Rp 4,300,000,000 as donation to improve national education system through Putera Sampoerna Foundation, and the remaining Rp 168,092,990,000 is to be added into unappropriated retained earnings.

• Authorized the Board of Commissoners (“BOC”) to appoint a registered public accounting firm that meets international standards to audit the Company’s financial statements for financial year 2008. I n doing so, BOC is to consider inputs from the Management as well as the Company’s Audit Committee. I n addition, BOC is also to decide the remuneration package for the Board of Directors (“BOD”) for financial year 2008. BOC is also authorized to determine the remuneration distribution of BOC members for financial year 2008 limited to a maximum of Rp. 150 million gross per month. I n doing so, BOC is to consider inputs from the Company’s Remuneration and Nomination Committees.

• As a part of planned transition process and regeneration of key management, the AGM has approved to replace Goh Cheng Beng as President Director who was entering his retirement period, and Ali Gunawan Budiman to resign from his position as Director of the Company. The new composition of the Company’s BOD and BOC is as follows:

- President Commissioner: Michael Sampoerna - Commissioner: Sugiarta Gandasaputra - Commissioner: Mak Ping On

- I ndependent Commissioner: Phang Cheow Hock

- I ndependent Commissioner: Arief Tarunakarya Surowidjojo - President Director: Ekadharmajanto Kasih

- Director: Jaffesjah Chandra - Director: Yasin Chandra - Director: Chang Poh Sang - Director: Sie Eddy Kurniawan

After the management success under leadership of Mr. Goh Cheng Beng in consolidating, integrating, and synergizing the business, the new management under Mr. Ekadharmajanto Kasih’s leadership is expected to focus more on Company’s growth and expansion. Mr. Jaffesjah Chandra will focus in leading managerial aspects.

I mmediately after the AGM closing, it was followed by EGM with the purpose of discussing and passing a single agenda, i.e. to approve the amendment of the Company’s Article of Association in accordance with Law no. 40 year 2007 on Limited Liability Company. The EGM went on smoothly. I t has approved the amendment.

PT.

 

Sampoerna

 

Agro

 

Tbk.

 

Sampoerna Strategic Square, Tower A, 28th Floor  [email protected]    JL. Sudirman Kav. 45, Jakarta 12930, Indonesia   http://www.sampoernaagro.com  

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o SGRO is not considering rights issue

We would like to clarify that we are currently not considering any rights issue plan. On 30 June 2008, Bisnis I ndonesia, local daily newspaper, reported that SGRO is planning for rights issue now. This is not true, it was misquoted from our Directors’ explanation during press conference conducted after the general meetings of shareholders on 27 June 2008. Bloomberg also publish this incorrect news quoted from Bisnis I ndonesia but it has later clarified this issue with us and published the corrections accordingly. We have attached overleaf an unofficial translated copy of our letter (originally written in Bahasa I ndonesia) explaining to the I ndonesian Stock Exchange in response to its request for clarification on this matter.

o Placement of SGRO shares by Sampoerna Agri Resources Pte Ltd

Sampoerna Agri Resources, Pte Ltd (“SAR”) sent a notification letter to Directors of SGRO on 10 July 2008. The letter informed that SAR has sold some of its SGRO shares on 4 July 2008 with details as follows:

- Amount of shares sold: 90 million shares, representing 4.76% from all of the issued shares of SGRO - Transacted price: I DR 3,303 per share

- Purpose: As part of long term investment strategy as SAR believes that the sale will improve liquidity of SGRO shares. SAR added by stating that it is still very optimistic on prospect of SGRO and will remain as the majority shareholders for the foreseeable future.

With such sale, the ownership of SAR in SGRO has been reduced from 71.80% to 67.04% .

o Additional location permit for 11,770 hectares in Ketapang, West Kalimantan

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Corporate Details

o Production data is as follows:

Consolidated Unit Jan 08 Feb 08 Mar 08 Apr 08 May 08 Jun 08 YTD 08 YTD 07 Growth

o Average net selling price data is as follows:

Consolidated Unit Jan 08 Feb 08 Mar 08 Apr 08 May 08 Jun 08 YTD 08 YTD 07 Growth CPO Rp bn 274.38 249.93 199.60 137.52 211.80 204.88 1,278.12 459.37 178.2% P.Kernel Rp bn 33.87 31.85 36.19 20.23 33.03 23.29 178.47 53.04 236.5% G.Seeds Rp bn 4.86 5.76 6.13 7.99 7.03 6.56 38.33 22.36 71.4%

Rubber Rp bn 0.59 0.40 0.77 0.37 0.79 0.47 3.40 2.56 32.5%

Total Sales Rp bn 313.71 287.94 242.69 166.11 252.67 235.20 1,498.31 540.99 177.0%

CPO spot price VS SGRO stock price

3,400 3,500 3,600 3,700

2‐Jun 4‐Jun 6‐Jun 11‐Jun 13‐Jun 17‐Jun 19‐Jun 23‐Jun 25‐Jun 27‐Jun

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[Sampoerna Agro’s letterhead]

Board of Directors of PT Bursa Efek Indonesia

Indonesia Stock Exchange Building, Tower I 4

th

Floor

Jl. Jend. Sudirman Kav. 52-53

Jakarta 12190

Attn.: Director of Listing

Dear Sirs,

Re.: Clarification with respect to the Stock Exchange’s Request for Confirmation in relation to

News in Certain Mass Media

In relation to Indonesian Stock Exchange request for explanation with reference number

S-03652/BEI.PSR/06-2008 dated 30 June 2008 in regards to news relating to PT Sampoerna Agro Tbk in

the following newspapers:

Name of Newspapers

Title of the News

Date of Issue

Bisnis Indonesia

Sampoerna Agro Plans to Conduct Rights

Issue for Acquisition

30 June 2008

With this letter, PT Sampoerna Agro Tbk (the “Company”) provides the following explanation:

1. Part of the news article content published in Bisnis Indonesia on 30 June 2008 titled ”Sampoerna

Agro Plans to Conduct Rights Issue for Acquisition”, specifically pertaining to content in third

paragraph that we repeat below is not true:

“At this time we plan to either do a rights issue [limited public offering] or issue a bond.”

2. Neither in the Annual General Meeting of Shareholders nor Extraordinary General Meeting of

Shareholders of PT Sampoerna Agro Tbk (the “Company”) held on 27 June 2008 in Jakarta (the

“GMS”) as well as in the press conference held by the Company after the GMS (the “Press

Conference”), did the Company make such a statement. We, therefore, reiterate that the above

report which says that the Company plans to conduct a rights issue is not true.

3. To answer questions asked by some reporters during the Press Conference if the Company has

any plan to acquire other plantation companies and the source of acquisition funds, if any, the

Directors of the Company explained that the Company remains focused on organic expansion, i.e.

expansion by new plantings. However, the Directors mentioned that the Company does not rule out

the possibility of acquiring other plantation companies if the location, size and quality of it, as well

as the offer price meet criteria set by the Company. In response to question relating to source of

fund for acquisition, if any, the Directors explained that it could be from the Company’s internal

cash, loans and/or capital injections, such as a rights issue. The source of financing will depend on

various conditions such as Company’s financial position of at the time of acquisition, size of

acquisition deal, etc.

4. During the Press Conference, the Company’s Board of Directors also explained that the Company

has a considerable amount of cash balance at the present time therefore Sampoerna Agro is not

considering additional loan for investing or rights issue.

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Document is enclosed.

Sincerely yours,

PT Sampoerna Agro Tbk.

Signed

Budianto Tjuatja

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