This document comprises a prospectus relating to Vallar PLC (the Company) prepared in accordance with the Prospectus Rules of the Financial Services Authority (the FSA) made under section 73A of the Financial Services and Markets Act 2000 (the FSMA) and approved by the FSA under section 87A of the FSMA. This document has been filed with the FSA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Applications have been made to the UK Listing Authority for the New Vallar Voting Ordinary Shares to be admitted to the standard listing segment of the Official List of the UK Listing Authority (the Official List) and to London Stock Exchange plc (the London Stock Exchange) and for the New Vallar Voting Ordinary Shares to be admitted to trading on the London Stock Exchanges main market for listed securities (together, Admission). It is expected that Bumi Resources Consideration Shares Admission will become effective, and that dealings in the Bumi Resources Voting Consideration Shares will commence in the week commencing 28 February 2011 at 8.00 a.m. on the relevant day. As noted in Admission and Listing beginning on page 61 of this document, this document is being issued in connection with the proposed admission to the Official List and to trading on the London Stock Exchanges main market for listed securities of a number of New Vallar Voting Ordinary Shares in addition to the Bumi Resources Voting Consideration Shares. Details of these additional New Vallar Voting Ordinary Shares are set out in Admission and Listing beginning on page 61 of this document. The Company will announce through a Regulatory Information Service the expected time and date that admission to the Official List and to trading on the London Stock Exchanges main market for listed securities will become effective and dealings in any such additional New Vallar Voting Ordinary Shares will commence. The Company and the Directors (whose names appear on page 72) accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSIONS OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED RISK FACTORS BEGINNING ON PAGE 12 OF THIS DOCUMENT.

Vallar PLC(Incorporated in Jersey)

Application for admission of up to 202,358,218 Voting Ordinary Shares to the standard listing segment of the Official List and to trading on the London Stock Exchanges main market for listed securitiesNo actions have been taken to allow a public offering of Ordinary Shares under the applicable securities laws of any jurisdiction. Subject to certain exceptions, Ordinary Shares may not be offered or sold in any jurisdiction, or to or for the account or benefit of any national, resident or citizen of any jurisdiction. This document does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, any Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933 (the Securities Act), or the securities laws of any State or other jurisdiction of the United States or under applicable securities laws of Australia, Canada, Indonesia or Japan. The Company has not been and will not be registered under the US Investment Company Act of 1940 (the US Investment Company Act) in reliance on the exemption provided by Section 3(c)(7) thereof, and purchasers of Ordinary Shares will not be entitled to the benefits of that act. The Ordinary Shares in issue on the date of this document were offered outside the United States to persons who were non-US persons in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S under the Securities Act. The Ordinary Shares in issue on the date of this document were offered within the United States or to US persons in

transactions exempt from the registration requirements of the Securities Act for transactions not involving a public offering and only to persons who were both qualified institutional buyers, as defined in Rule 144A under the Securities Act, and qualified purchasers, as defined in section 2(a)(51) of the US Investment Company Act. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY INVITATION OR AN OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. The distribution of this document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. A copy of this document has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of shares by Vallar, including the New Vallar Ordinary Shares. The Jersey Financial Services Commission is protected by the Control of Borrowing (Jersey) Law 1947 from any liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. It should be remembered that the price of Ordinary Shares and the income from them can go down as well as up. The Ordinary Shares are only suitable for acquisition by a person who: has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring Ordinary Shares; and is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring Ordinary Shares.

Neither the Companys activities nor the activities of any functionary of the Company are subject to all of the provisions of the Financial Services (Jersey) Law 1998. Purchasers of Ordinary Shares who are in any doubt about the contents of this document should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. J.P. Morgan plc is acting exclusively for the Company and no one else in connection with the Transactions. J.P. Morgan plc will not regard any other person (whether or not a recipient of this document) as a client in relation to the Transactions and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the Transactions or any transaction, matter or arrangement referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan plc by FSMA or the regulatory regime established thereunder, J.P. Morgan plc accepts no responsibility whatsoever for the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Transactions. J.P. Morgan plc accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

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CONTENTSSUMMARY RISK FACTORS ADMISSION AND LISTING CONSEQUENCES OF A STANDARD LISTING PRESENTATION OF FINANCIAL AND OTHER INFORMATION DIRECTORS, AGENTS, REGISTERED HEAD OFFICE AND ADVISERS EXPECTED TIMETABLE OF PRINCIPAL EVENTS PART I PART II PART III PART IV PART V PART VI PART VII PART VIII PART IX PART X PART XI PART XII PART XIII PART XIV THE ACQUISITION INDUSTRY OVERVIEW AND REGULATION INFORMATION ON VALLAR INFORMATION ON THE BUMI RESOURCES GROUP INFORMATION ON THE BERAU GROUP DIRECTORS AND CORPORATE GOVERNANCE OPERATING AND FINANCIAL REVIEW CAPITALISATION AND INDEBTEDNESS STATEMENT FINANCIAL INFORMATION UNAUDITED PRO FORMA FINANCIAL INFORMATION TAXATION ADDITIONAL INFORMATION DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS MINERAL EXPERTS REPORTS Page 1 12 61 63 64 72 73 74 80 95 100 150 174 180 231 234 388 396 399 512 540

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SUMMARYTHIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THIS DOCUMENT. ANY DECISION TO INVEST IN THE ORDINARY SHARES SHOULD BE BASED ON CONSIDERATION OF THIS DOCUMENT AS A WHOLE. Civil liability attaches to those persons responsible for this summary, including any translation of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this document. Where a claim relating to the information contained in this document is brought before a court, the plaintiff might, under the national legislation of the EEA States, have to bear the costs of translating this document before legal proceedings are initiated. Overview of Vallar Vallars Voting Ordinary Shares were admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange on 14 July 2010, simultaneously with which Vallar raised gross proceeds of 707 million through the Placing. Vallar is a holding company formed to acquire a single major company, business or asset with significant operations in the global metals, mining and resources sector. Following the review of a number of acquisition targets, Vallar agreed on 16 November 2010 to the Acquisition, which comprises the purchase of 25 per cent. of Bumi Resources and 75 per cent. of Berau. The consideration for the purchase is approximately US$3.0 billion* made up of a combination of cash and New Vallar Ordinary Shares. The Acquisition On 16 November 2010: (a) Bakrie & Brothers, Long Haul and Vallar entered into the Bumi Resources Share Purchase Agreement pursuant to which Vallar agreed to purchase 5,193,350,000 Bumi Resources Shares in consideration of the issue to the Bakrie Group of approximately 28.9 million New Vallar Voting Ordinary Shares and approximately 61.2 million new Suspended Voting Ordinary Shares, in each case issued at a value of 10.00 per new Vallar share; and Vallar, the Subsidiary and Mutiara entered into the Berau Share Purchase Agreement pursuant to which Vallar and the Subsidiary agreed to purchase in aggregate 26,175,000,000 Berau Shares at Rp.540 per Berau Share, in consideration of the payment of approximately US$739 million* in cash consideration for 35 per cent. of Berau and the issue to Mutiara of approximately 52.3 million New Vallar Ordinary Shares at a value of 10.00 per new Vallar share in consideration for 40 per cent. of Berau.

(b)

On 23 February 2011, Vallar, the Bakrie Group and UK Subco entered into an amendment deed to the Bumi Resources Share Purchase Agreement pursuant to which they agreed, amongst other things, that: (a) the Bumi Resources Shares to be acquired by Vallar would be acquired by Vallars subsidiary UK Subco; and (b) that, as set out in more detail below, due to some of the Bumi Resources Shares to be transferred to UK Subco being subject to a lock-up from trading on the IDX, UK Subco would provide an irrevocable undertaking to the IDX to comply with the lock-up in order to facilitate those shares being transferred at closing of the Bumi Resources Transaction. On 23 February 2011, Vallar, Vallar Holdings and Mutiara entered into an Amendment Deed to the Berau Share Purchase Agreement pursuant to which it was agreed that of the approximately 52.3 million New Vallar Ordinary Shares to be allotted and issued by Vallar at closing of the Berau Transaction, approximately 27.8 million would be allotted and issued to Mutiara in the form of New Vallar Voting Ordinary Shares and, in satisfaction of Mutiaras obligations under the Mutiara Share Transaction Agreement, approximately 24.5 million would be allotted and issued to Long Haul in the form of Suspended Voting Ordinary Shares. Vallar, Vallar Holding and Mutiara intend to further amend the Berau Share Purchase Agreement prior to closing of the Berau Transaction so that the acquisition of the Berau Shares is effected through UK Subco.

*

Exchange rates of US$1.00 = Rp.8,924.5 IDR and 1.00 = US$1.61515 have been used to determine the aggregate consideration price.

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The Bumi Resources Transaction is expected to close in the week commencing 28 February 2011, and the Berau Transaction is expected to close on or around 8 April 2011. Other than the delivery of customary closing deliverables by the parties to the respective Transactions, there are no outstanding conditions to either of the Transactions. The Directors believe that the Acquisition provides significant benefits for stakeholders in each of Vallar, Bumi Resources and Berau through: maximising the potential of the largest coal producing assets in Indonesia; exposure to the Bumi Resources Group and the Berau Group, the largest and fifth largest Indonesian coal producers by production, respectively (total combined* production of approximately 78 million tonnes in 2010), with a significant resource base (total combined* estimated coal resources of approximately 12.6 billion tonnes) and a strong financial performance; the targeted creation of shareholder value through efficiency gains, shared marketing services and the creation of low-cost development opportunities within the Groups asset base; reviewing and re-organising the financial structure of the Group to lower funding costs and to provide capital for future expansion; the potential to conduct asset swaps and sales to create an attractive and streamlined asset base; and the creation of a strong Board and management team combining local expertise and international industry experience.

Unless the context otherwise requires, this document assumes that the Bumi Resources Transaction and the Berau Transaction have completed. In this document, unless otherwise provided, references to the Group are to the Vallar Group and the Berau Group and, other than in the sections of this document entitled Part VIII Capitalisation and Indebtedness Statement and paragraph 12 Working Capital in Part XII Additional Information, the Bumi Resources Group, in each case as constituted immediately following the closing of the Bumi Resources Transaction. References to the Vallar Group are to Vallar and its subsidiaries and subsidiary undertakings as constituted immediately prior to the closing of the Bumi Resources Transaction and excludes the Bumi Resources Group and the Berau Group. References to the Bumi Resources Group are to Bumi Resources and its subsidiaries and subsidiary undertakings. References to the Berau Group are to Berau and its subsidiaries and subsidiary undertakings. The Bumi Resources Group Overview The Bumi Resources Group is a leading natural resources group based in Indonesia, focusing primarily on the coal mining business. The Directors believe that the Bumi Resources Group is the largest thermal coal producer in Indonesia, with its total production accounting for approximately 21.8 per cent. of Indonesias total coal production in 2010 (according to statistics released in January 2011 by the MEMR) and the largest coal exporter in Indonesia, and has significant proved and probable reserves to meet increasing worldwide demand for coal. The Bumi Resources Group holds rights from the Indonesian Government to mine for coal in a concession area of approximately 90,960 hectares in East Kalimantan until 2021, which is operated by Bumi Resources subsidiary KPC, and in another concession area of approximately 70,153 hectares in South Kalimantan until 2019, which is operated by its subsidiary Arutmin. KPC and Arutmin have seven coal mines in commercial operation the Sangatta and Bengalon mines operated by KPC and the Senakin, Satui, Mulia, Asam Asam and Batalucin mines operated by Arutmin. In 2008, 2009 and the first nine months of 2010, KPC and Arutmin had total production of 52.1 million, 57.5 million and 44.4 million* Aggregate of 100per cent. of the Bumi Resources Group and the Berau Group and includes production attributable to the interests of Tata and KTS in the IndoCoal Group Companies (the Third-Party Interests). In this Summary, the Bumi Resources Groups total production or sales includes production or sales attributable to the Third-Party Interests and attributable production or sales excludes production or sales attributable to the Third-Party Interests. All reserves data in relation to the Bumi Resources Group is shown on a total basis, which includes reserves attributable to the Third-Party Interests.

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tonnes of coal, respectively, and attributable production of 33.4 million, 37.9 million and 29.6 million tonnes of coal, respectively. Under its current mine plans, the Bumi Resources Group intends to expand its annual total coal production capacity in 2011 to approximately 74.8 million tonnes from approximately 72.0 million tonnes in 2010. As of 31 March 2010, the proved and probable marketable reserves within concession areas operated by KPC totalled an estimated 1,422million tonnes (of which 765million tonnes were proved and the remaining 657million tonnes were probable). Within concession areas operated by Arutmin, the proved and probable marketable reserves totalled an estimated 469million tonnes as of 31 May 2010 (of which 278million tonnes were proved and the remaining 191million tonnes were probable). KPCs and Arutmins mines are located in close proximity to their coal shipping facilities on the Kalimantan coast and to their primary coal markets in Asia, which the Directors believe provides the Bumi Resources Group with competitive transportation cost advantages over other Indonesian producers with mines further inland and over principal competitors in Australia and South Africa. KPC and Arutmin export a substantial portion of the coal they produce to end-user power plants and steel plants and other industrial end-users, primarily in China, Japan, Taiwan, India and South Korea. While the Bumi Resources Group mines a substantial portion of the coal produced at its Sangatta mine through the mining contractors Thiess and Pama, it produces substantially all of the coal at its Senakin, Satui, Mulia, Asam Asam and Batulicin mines through the three mining contractors Darma Henwa, Thiess and Cipta Kridatama. KPC and Arutmin market and sell all of their coal to third-party customers through marketing agents. KPC and Arutmin exported approximately 88.9 per cent. of their total coal sales volumes during the first nine months of 2010. KPC and Arutmin sold approximately 80.2 per cent., 79.2 per cent. and 80.6 per cent. of their total coal sales volumes during 2008, 2009 and the first nine months of 2010, respectively, under coal supply agreements with terms of one year or longer, and the balance through spot market sales. As of 31 December 2010, KPC and Arutmin had contracted to sell 11.3 million tonnes of coal in 2011 at a weighted average price of US$90.57 per tonne. In June 2007, Bumi Resources divested 30.0 per cent. of its shares in the IndoCoal Group Companies to and entered into a joint venture regarding the IndoCoal Group Companies with Tata. Through its subsidiary BRM, Bumi Resources has interests in various non-coal mining businesses. BRM completed its initial public offering and listed on the IDX on 9 December 2010, with Bumi Resources continuing to own 81.4 per cent. of BRMs share capital. BRM owns an effective interest of 18.0 per cent. in NNT, the entity operating the Batu Hijau copper and gold mine located in Sumbawa, Indonesia. BRM also owns interests in two gold, silver and copper mining concessions in Sulawesi, Indonesia. Furthermore, BRM has a 60.0 per cent.-owned joint venture to study the feasibility of developing an iron ore mine in north-western Mauritania, and has a cooperation agreement with Trinity Business Corporation for the exploration of minerals in Liberia. The Bumi Resources Group also has an interest in the Dairi Project. In addition to non-coal minerals mining, the Bumi Resources Group has an interest in two explorationstage oil concessions in Yemen. Strengths The Bumi Resources Groups principal competitive strengths are the following: Significant production profile supported by substantial reserve base. Cost-efficient operating structure. Wide range of coal products and high-quality customer base. Diversified coal mining operations supported by experienced third-party contractors and marketing agents. Experienced management and operations team.

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Strategy The main elements of the Bumi Resources Groups business strategy are the following: Diversify revenue stream by developing the Bumi Resources Groups non-coal minerals mining businesses through a self-financing BRM. Expand production capacity and diversify customer base. Increase reliance on owner-operated mining operations. Improve productivity and cost structure. Grow and expand the Bumi Resources Groups business operations through acquisitions, investments and joint ventures.

The Berau Group Overview Berau is a holding company that indirectly owns 90.0 per cent. of Berau Coal, the fifth largest coal producer in Indonesia in terms of production volume in the first eleven months of 2010 according to statistics released by the MEMR. Berau Coal engages in open-cut mining of coal in its concession area in East Kalimantan, where it holds coal mining rights until 26 April 2025. Berau Coal operates three mining areas in Lati, Binungan and Sambarata, where open cut coal reserves were estimated to be 346 million tonnes as of 31 December 2009, of which 146 million tonnes were proved and 200 million tonnes were probable. Berau Coals concession area of approximately 118,400 hectares also contains three other reserve locations, namely Kelay, Gurimbang and Punan. Berau Coal expects to commence commercial coal production in Gurimbang in 2012 and Kelay in 2013. Berau Coal supplies coal, both directly and through marketing agents, to customers in Indonesia, China, Hong Kong, India, Japan, South Korea, Taiwan, the Philippines and Thailand. Berau Coals customers are mainly utility companies and coal trading companies. In 2010, Berau Coal derived approximately 31 per cent. of its total revenue from domestic sales and approximately 69 per cent. of its total revenue from export sales. Berau Coal produces thermal coal at its three mining locations and blends the coal to adjust the overall quality grade of the coal, with calorific values ranging from 5,000 kcal/kg to 5,600 kcal/kg (on a gross as received basis) and appropriate levels of ash and sulphur for use in coal-fired power plants. In 2007, 2008, 2009 and 2010, Berau Coal produced 11.8 million tonnes, 13.1 million tonnes, 14.3 million tonnes and 17.4 million tonnes of coal, respectively. As of 1 January 2011, 41.5 per cent. of Berau Coals budgeted sales of 20.0million tonnes in 2011 were contracted at an average price of US$70.2 per tonne and commitments for a further 40 per cent. of the 2011 budgeted sales had been received. Berau Coal subcontracts all of its mining, barging, drilling and blasting operations, which allows it to minimise capital expenditures and working capital requirements and focus on exploration, mine planning, supervision and sales and marketing. Berau Coal works closely with its two major mining contractors, BUMA and SIS, which undertake land clearing, overburden removal, coal excavation, hauling activities and road maintenance. Berau Coal uses multiple contractors for each of its other operations. Once the coal is mined, crushed and stockpiled, contractors barge the loads to a transhipment area at Muara Pantai in the Sulawesi sea located approximately 50 kilometres to 100 kilometres from the ports at Lati, Suaran and Sambarata. At Muara Pantai, higher energy coal from the Sambarata mine is blended with coal from the Lati or Binungan mines. On 19 August 2010, Berau completed its initial public offering and its shares were listed on the IDX. Strengths Berau Coals principal competitive strengths are the following: Sizable and long-standing operations with a consistent track record of production growth. Well-positioned to capture growth opportunities in thermal coal markets in Asia. Low-cost coal producer.

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Strong customer relationships and a high-quality customer base. Experienced management team.

Strategy The main elements of Berau Coals business strategy are the following: Increase coal production at an accelerating rate by expanding infrastructure while managing costs. Increase coal reserves by using internally generated cash flows from existing mines to explore for new reserves and enhance exploration efforts. Maintain core customers in Berau Coals domestic and export markets and secure orders from long-term customers for the majority of Berau Coals production. Consider strategic alliances with companies serving the Indonesian mining sector. Continue to strengthen relationships with local communities through development and environmental rehabilitation programs.

Summary Pro Forma Financial Information The following pro forma financial information for the Group has been extracted without material adjustment from PartX Unaudited Pro Forma Financial Information.As of and for the Nine Months Ended 30 September 2010 Bumi Unaudited Vallar Berau Resources Pro forma pro forma Group Group Group adjustments total (unaudited) (US$ in millions) Income Statement Data: Revenue Cost of sales Gross profit Operating profit/(loss) Share in net income of associates Net finance cost Profit/(loss) before taxation Taxation Profit/(loss) for the period attributable to owners of the parent Balance Sheet Data: Total current assets Total non-current assets Total assets Total current liabilities Total non-current liabilities Total liabilities Non-controlling interest Net assets attributable to Vallars shareholders (34) 2 (32) (30) 1,062 1,062 30 1,032 763 (502) 261 221 (59) 162 (94) 56 854 995 1,849 545 894 1,439 46 364 93 93 93 1,908 1,908 1,908 (61) (1) (62) (76) (800) 1,437 637 (46) 683 763 (502) 261 126 93 (58) 161 (94) 43 1,116 4,340 5,456 545 894 1,439 30 3,987

Summary Historical Financial Information The Bumi Resources Group The financial information below for the Bumi Resources Group represents 100 per cent. of the results, assets and liabilities of the Bumi Resources Group. However, in accordance with IAS 28 Investments in Associates, the Company will account for its 25.0 per cent. interest in Bumi Resources under the equity method in the Groups consolidated financial statements. Therefore, the Group will not consolidate the Bumi Resources Group in the Groups consolidated financial statements. Instead, the Group will, among other things, only record the Companys proportionate share of the net profit or loss of the Bumi

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Resources Group and the Group will be entitled to receive any cash flows generated by the Bumi Resources Group only to the extent that they are distributed to the Company. The financial information below has been extracted without material adjustment from Part B: Bumi Resources in Part IX Financial Information, except for the EBITDA information, which has been calculated as set forth in Presentation of Financial and Other Information Non-IFRS Financial Measures. As of and for the Year Ended 31 December 2008 As of and for the Nine Months Ended 30 September 2009

2009

2010

(audited, except as indicated) (US$ in millions) Income Statement Data: Revenue Cost of sales Gross profit Operating profit Share in net income of associates Net finance cost Profit before taxation Taxation Profit for the period Balance Sheet Data: Total current assets Total non-current assets Total assets Total current liabilities Total equity attributable to owners of the parent Minority interest Total equity and liabilities 2,630 (1,536) 1,094 750 7 (60) 809 (466) 342 1,204 3,139 4,343 1,574 1,049 19 4,343 2,451 (1,582) 869 867 47 (343) 484 (146) 338 1,865 4,831 6,696 1,699 1,261 17 6,696 486 (2,107) 1,482 (139) 120 632

(unaudited)

1,772 (1,079) 693 530 30 (233) 226 (145) 81 1,474 3,880 5,354 1,445 1,025 19 5,354 336 (933) 565 (32) 227 566

2,097 (1,342) 755 801 145 (399) 704 (308) 396 2,571 5,459 8,030 2,046 1,590 41 8,030 96 543 463 19 134 550

Statement of Cash Flow Data: Net cash flows from operating activities 778 Net cash flows from investing activities (1,414) Net cash flows from financing activities 683 Net increase (decrease) in cash and cash equivalents 47 Cash and cash equivalents at end of the period 255 Other Financial Data: EBITDA (unaudited) 831

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The Berau Group With effect from the date of taking control of Berau on the Bumi Resources Transaction Closing Date, the Berau Group will be consolidated by Vallar in its consolidated financial statements. The financial information below has been extracted without material adjustment from Part C: Berau in PartIX Financial Information, except for the EBITDA information, which has been calculated as set forth in Presentation of Financial and Other Information Non-IFRS Financial Measures EBITDA.As of and for the As of and for the Year Ended Nine Months Ended 31 December 30 September 2007 2008 2009 2009 2010 (audited, except as indicated) (unaudited) (US$ in millions) Statement of Comprehensive Income Data: Revenue Cost of sales Gross profit Operating profit Net finance cost Profit before taxation Taxation Profit for the period Balance Sheet Data: Total current assets Total non-current assets Total assets Total current liabilities Equity attributable to owners of the parent Minority interest Total liabilities and equity Statement of Cash Flow Data: Net cash flows from operating activities Cash flows used in (from) investing activities Cash flows from (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at end of period Other Financial Data: EBITDA (unaudited) 377 (289) 88 74 (10) 64 (29) 35 631 (460) 171 143 (7) 136 (62) 74 371 409 780 348 59 83 780 102 9 (81) 30 124 118 800 (473) 327 295 (23) 272 (124) 148 574 (334) 240 229 (3) 226 (102) 124 551 445 996 711 127 139 996 159 11 (58) 112 236 172 763 (502) 261 221 (59) 162 (94) 68

248 373 621 241 20 48 621 60 11 (57) 14 94 61

615 990 1,605 1,055 385 34 1,605 245 (289) 225 181 305 230

854 995 1,849 545 364 46 1,849 149 (374) 275 50 355 236

Current Trading and Prospects The Bumi Resources Group The attributable volume of coal produced by the Bumi Resources Group during the last three months of 2010 was approximately 10.6 million tonnes, out of an estimated attributable production of 40.3 million tonnes for the full year 2010. The weighted average realised price per tonne of coal produced by the Bumi Resources Group over the last three months of 2010 was US$75.64. The Bumi Resources Groups cash production costs per tonne for the full year 2010 are expected to be higher than in 2009, due to increases in fuel and explosives costs and depreciation. The Berau Group Berau Coals coal production increased by 3.1 million tonnes in 2010 to 17.4 million, of which 5.1 million tonnes were produced in the last three months of 2010. Berau Coal achieved estimated sales volumes of 17.1 million tonnes in 2010, with an average estimated sales price of US$61.82 per tonne, which is a 9.0 per cent. increase compared to the average sales price in 2009. The Berau Group also experienced higher costs in 2010 compared to 2009, which resulted from an increase in the mining rate of Berau Coals largest contractor, an increase in the price of oil and, to a lesser degree, higher freight and handling costs.

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The Board The Company has assembled a board of directors, the majority of whom are independent. The Board has extensive, complementary experience in the metals, mining and/or resources sectors. The Directors are: Indra Bakrie (Chairman) Nathaniel Rothschild (Co-Chairman) Ari Hudaya (Chief Executive Officer) Andrew Beckham (Chief Financial Officer) James Campbell (Non-Executive Director) Rosan Roeslani (Non-Executive Director) Sir Julian Horn-Smith (Deputy Chairman & Senior Independent Director) Lord Renwick (Independent Non-Executive Director) Steven Shapiro (Independent Non-Executive Director) Sir Graham Hearne, CBE (Independent Non-Executive Director) Wibowo Suseno Wirjawan (Independent Non-Executive Director) Amir Sambodo (Independent Non-Executive Director) Philip Yeo (Independent Non-Executive Director) Sony B. Harsono (Independent Non-Executive Director)

Corporate Governance The Company intends to observe best practice on corporate governance, and the Board has adopted the Model Code on a voluntary basis and is in compliance with the provisions of the UK Corporate Governance Code except that the Chairman, Indra Bakrie, was not independent on his appointment as a result of his interest in the Bakrie Group. The Directors intend to seek a Premium Listing for the Company on the Official List. Following such Premium Listing, the Company would comply with the continuing obligations contained within the Listing Rules for a company with a Premium Listing, including the Model Code and the UK Corporate Governance Code. Principal Shareholders At the Bumi Resources Transaction Closing Date, the Bakrie Group will hold approximately 28.9 million Voting Ordinary Shares and approximately 61.2 million Suspended Voting Ordinary Shares (constituting approximately 29.9 per cent. of the voting rights in the Company and approximately 57.2 per cent. of the total issued ordinary share capital of the Company). At the date of Completion (taking into account the effect of the Mutiara Share Transaction Arrangements and assuming the Bumi Resources Step-Up Transaction, if any, has not completed by such date), the Bakrie Group will hold approximately 40.8 million Voting Ordinary Shares and approximately 73.8 million Suspended Voting Ordinary Shares (constituting approximately 29.9 per cent. of the voting rights in the Company and approximately 54.6 per cent. of the total issued ordinary share capital of the Company). The Suspended Voting Ordinary Shares will automatically convert into Voting Ordinary Shares in the event of further equity issues by Vallar, provided that following any conversion the Bakrie Groups holding of Voting Ordinary Shares does not exceed the maximum percentage permitted before the Bakrie Group would be required to make a mandatory offer for Vallar under Rule 9 of the City Code. At the date of Completion (taking into account the effect of the Mutiara Share Transaction Arrangements and assuming the Bumi Resources Step-Up Transaction, if any, has not completed by such date), Mutiara is expected to hold approximately 27.8 million Voting Ordinary Shares (constituting approximately 20.4 per cent. of the voting rights in the Company and approximately 13.2 per cent. of the total issued ordinary share capital of the Company).

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The Company has entered into the Bakrie Relationship Agreement to regulate the relationship between the Company and the Bakrie Group. The Bakrie Relationship Agreement includes provisions for the nomination for appointment of three Directors by the Bakrie Group, including the positions of Chairman, Chief Executive Officer and the Chief Financial Officer (subject to the Bakrie Group retaining control of 15 per cent. of the votes able to be cast at general meetings of the Company) and restrictions on the appointed Directors voting where there are conflicts of interest between the Group and the Bakrie Group or any of its Associates. The Company has also entered into the Mutiara Relationship Agreement to regulate the relationship between the Company and Mutiara. The Mutiara Relationship Agreement includes provisions for the nomination for appointment of one Non-Executive Director by Mutiara (subject to Mutiara retaining control of 15 per cent. of the votes able to be cast at general meetings of the Company) and restrictions on the appointed Director voting where there are conflicts of interest between the Group and Mutiara or any of its Associates. Risk Factors Risks Relating to the Groups Operations The cyclical and highly competitive nature of, and price fluctuations in, coal markets The Groups dependency on concessions, approvals, licences and land use rights, and the potential impact of legislative and regulatory developments The Groups dependency on a small number of customers The generation of a significant portion of the Groups coal production through contractors The Groups dependency on international marketing agents for its export coal sales The Groups dependency on key pieces of equipment The Groups expansion and exploration programs, including the financing thereof Illegal mining and conflicting mining permits issued by local governments The potential impact of changes in environmental legislation and regulation and difficulties in complying with such legislation The inability to produce sufficient amounts of coal to fulfil the Groups customers requirements The Groups dependency on key personnel Operational and infrastructure risks, inclement weather and natural disasters Uncertainties related to estimates of proved and probable coal reserves The Groups significant ongoing mine reclamation and rehabilitation obligations Costs of and disruptions in transportation, including fuel prices Value-added tax disputes with the Indonesian Government under the Groups CCOWs The Groups substantial indebtedness and debt-service obligation and restrictions in the Groups existing and future debt arrangements The Groups holding company structure Insurance risks Adverse effects from commodity hedging arrangements Adverse effects from appreciation in the Rupiah The Groups operations in countries with risks of security, enforcement of obligations, fraud, bribery and corruption The risk of the Indonesian Government requiring delivery of coal instead of cash payments

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Risks Relating to the Operations of the Bumi Resources Group Risks associated with the Bakrie Group losing control of the Bumi Resources Group KPCs and Arutmins self-amended tax liability and the possibility of tax disputes Disagreements with the Groups strategic partner, Tata Operational difficulties from acquisitions or divestments The possibility of BRM being unable to successfully develop its non-coal mining operations as planned

Risks Relating to the Operations of the Berau Group The limited geographical scope of the Berau Groups operations The risk of Sojitz invalidating the guarantees and security interests provided by Berau Coal Insufficient inventories

Risks Relating to Indonesia Political and social instability and increasing regional autonomy The risk of terrorist activities The effect of macroeconomic conditions Downgrades of credit ratings of Indonesia and Indonesian companies The risk of an outbreak of contagious disease Labour activism Geological risks that could lead to social and economic unrest

Risks Relating to the Acquisition and Other Future Acquisitions The possibility of the Group failing to realise the anticipated benefits of the Acquisition and the risks associated with this Acquisition or any other future acquisitions The possibility of the Group failing to perform in line with expectations Change-of-control provisions in the Groups agreements

Risks Relating to the Companys Relationship with the Adviser and the Advisers Relationship with the Sub-Adviser The Companys dependency on the Adviser, the Sub-Adviser and the Founders Limitation of liability and indemnification of the Adviser and Sub-Adviser under the Advisory Agreement and Sub-Advisory Agreement The loss of key personnel of the Adviser and Sub-Adviser The risk of the arrangements among the Company, the Adviser and the Sub-Adviser containing terms that are less favourable to the Company than those which otherwise might have been obtained from unrelated parties The risk of a conflict of interest between the Company and the Founders, the Directors, the Adviser and/or the holders of the Founder Shares and the holders of the Founder Securities Risks relating to the terms of the Founder Shares and the Founder Securities

Risks Relating to Taxation Future changes to Indonesian tax legislation Material challenges to the historic tax position of the Bumi Resources Group and/or the Berau Group

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Proposed changes to the UKs controlled foreign companies taxation rules Subsequent changes to the Group structure for a Premium Listing

Risks Relating to the Ordinary Shares The risk of a Standard Listing of the Ordinary Shares affording shareholders a lower level of regulatory protection than a Premium Listing and the risk that the Company will be unable to transition to a Premium Listing Market price volatility of the Ordinary Shares The significant influence of the Principal Shareholders over the Company and potential conflicts between their interests and those of other shareholders Possible dilution of shareholdings through future issuances of Ordinary Shares Possible difficulties in reselling the Ordinary Shares in the United States and PFIC risks for US Shareholders The potential limited ability of Shareholders to bring actions or enforce judgements against the Company or the Directors, and against the Adviser or Sub-Adviser

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RISK FACTORSAn investment in the Ordinary Shares is subject to a number of risks. Prior to investing in the Ordinary Shares, purchasers of Ordinary Shares should consider carefully the factors and risks associated with any investment in the Ordinary Shares, the Groups business and the industry in which it operates, together with all other information contained in this document including, in particular, the risk factors described below. The following factors do not purport to be a complete list or explanation of all the risks involved in investing in the Ordinary Shares, and additional risks and uncertainties relating to the Group that are not currently known to the Company, or that it currently deems immaterial, may also have an adverse effect on the Groups business, financial condition and/or operating results. If this occurs, the price of the Ordinary Shares may decline and purchasers of Ordinary Shares could lose all or part of their investment. Purchasers of Ordinary Shares should consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this document and their particular circumstances. RISKS RELATING TO THE GROUPS OPERATIONS Coal prices are cyclical and subject to significant fluctuations, and any significant decline in the prices the Group receives for its coal could materially adversely affect its business, financial condition, results of operations and prospects The Groups results of operations are highly dependent upon the prices the Group receives for its coal. The world coal markets are sensitive to changes in coal mining capacity and output levels, patterns of demand and consumption of coal from the electricity generation industry (and other industries for which coal is a principal fuel) and changes in the world economy. The coal consumption patterns of the electricity-generation, steel and cement industries are affected by the demand for these products, local environmental and other governmental regulations, technological developments and the price and availability of competing coal and alternative fuel supplies. All of these factors may have a significant impact on selling prices for the Groups coal. Most of the Bumi Resources Groups coal supply agreements with terms of one year or more contain provisions that require the parties to adjust the sales prices on an annual basis. Berau Coals contract prices for coal shipped under its coal supply agreements are generally renegotiated and adjusted annually or on a shorter basis with reference to prevailing coal market prices, or are linked to coal price indices. Renegotiation or adjustment of the sales prices under coal supply agreements subjects the Group to price volatility over the lives of its coal supply agreements. Prices for all of the Groups coal products are based upon or affected by global coal prices, which tend to be highly cyclical and subject to significant fluctuations. Prices for coal products are also affected by a variety of other factors over which the Group has no control, including weather, distribution problems and labour disputes. Increases in global coal prices in recent years have been partly attributable to the sustained high levels of economic growth and development in China, India and other parts of Asia. During certain recent periods, high economic growth in China has led the Chinese government to restrict exports of coal, while permitting increased imports of coal, which contributed to higher global coal prices during those periods. In addition, distribution problems affecting Australias Newcastle and Dalrymple Bay coal ports and South Africas Richards Point coal port contributed to higher global coal prices between February and November 2008. Severe rainy weather in Queensland, Australia, and internal distribution problems in China and South Africa also contributed to higher global coal prices in the fourth quarter of 2007 and first quarter of 2008. The financial liquidity crisis, economic downturn and its aftermath in the United States, Europe and many other parts of the world between mid-2007 and mid-2009 generally dampened demand for fuel, including oil and coal. Oil prices dropped from a record high of US$145.29 per barrel (based on the price of WTI crude oil as quoted by Bloomberg) on 3 July 2008 to a low of US$31.41 per barrel on 22 December 2008. Coal prices likewise fell, though by a smaller percentage than oil, falling from a record high of US$192.50 per tonne (based on the free on board (FOB) price of steam coal quoted by McCloskey, for sales of 6,700 kcal/kg coal from Newcastle, Australia) on 4 July 2008 to a low of US$60.20 per tonne on 27 March 2009. However, in the third quarter of 2010 and into the first quarter of 2011, coal prices increased significantly due to increases in global demand. In addition, the rise in coal prices was also driven by recent floods in Queensland, Australia that affected current coal supplies, with a large number of Queenslands export coal mines affected by flooding or cut off from their export ports by disrupted railway links. The price of WTI crude oil was

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US$86.20 per barrel on 18 February 2011. The FOB price of steam coal quoted by McCloskey was US$120.75 per tonne on 11 February 2011. Global coal prices could be reduced from current levels by, among other factors, improved coal distribution and production in coal-producing countries, particularly in China, Australia and South Africa, a more severe or sustained economic downturn in China, India, Asia in general or globally or a change in Chinese government policy restricting coal exports. Any fluctuation in global coal prices will affect the Groups results of operations and cash flows. Extended or substantial price declines for the Groups coal products could also have a material adverse effect on the Groups business, financial condition, results of operations and prospects. Coal markets are highly competitive and are affected by factors beyond the Groups control A substantial portion of the Groups sales of coal have been, and will continue to be, export sales. The Group competes with both domestic Indonesian coal producers and foreign coal producers for sales in the world coal markets. In particular, the Bumi Resources Group primarily competes with Australian and South African companies and the Berau Group primarily competes with Australian and Chinese companies. The Group also competes with other coal producers, primarily on the basis of price, coal quality, transportation cost and reliability of supply. Demand for the Groups coal by its principal customers is affected by the price of alternative energy sources, including nuclear energy, natural gas, oil and renewable energy sources, such as hydroelectric power. Generally, the competitiveness of the Groups coal products compared to those of its competitors and alternative fuel supplies is evaluated on a delivered cost per heating value unit basis. Factors that directly influence coal producers production costs include geological characteristics of their coal deposits (including seam thickness), strip ratios, depth of underground reserves (for underground mining companies), transportation costs and labour availability and cost. Because global coal prices are denominated in US dollars, the Groups competitors are also affected by the relative rates of exchange between the US dollar and their respective home currency. Further, many of the Groups Indonesian competitors are currently implementing expansion projects to increase their production capacity. The Groups inability to maintain its competitive position as a result of these or other factors could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. If the international coal industry experiences oversupply in the future, the Groups results of operations could be adversely affected During the past 20 years, a growing world coal market and increased demand for coal worldwide has attracted new investors to the coal industry, spurred the development of new mines and the expansion of existing mines in various countries, including Indonesia, China, Australia, South Africa and Colombia, and resulted in added production capacity throughout the industry worldwide. While these developments led to increased competition and lower coal prices before the beginning of 2003, increases in coal prices from the fourth quarter of 2003 until the third quarter of 2008 encouraged the development of expanded capacity by new and existing international coal producers. World coal prices declined from the third quarter of 2008 through the second half of 2009, but then stabilised and have been gradually increasing throughout 2010 and the beginning of 2011. However, any oversupply of coal in the world markets could reduce global coal prices in the future and the prices the Group receives for its coal sales under its coal supply agreements. The Group and other major coal producers, including other producers in Indonesia, are currently seeking and are expected to continue to seek to increase their coal production and capacity significantly, which may increase the risk of oversupply of coal in the Asian as well as the global market. As world coal prices are affected by the demand and supply of coal, any oversupply of coal in the Asian and global coal markets would likely lead to a decline of the prices at which the Group is able to sell its coal. In 2009 and 2010, coal prices of producers in the Asia Pacific region, including the Group, were heavily influenced by domestic Chinese coal prices and Chinas coal demand; the strengthening of the Australian dollar against the US dollar, which resulted in higher prices for coal produced in Australia; and longer than average rainy seasons in certain major coal-producing countries. According to the BP Statistical Review of World Energy published in June 2010, while global coal consumption was relatively stable in 2009, coal consumption in Europe and North America declined sharply due to a combination of recession and competitively priced natural gas. However, according to this source, overall global coal consumption was sustained in 2009 by a 7.4 per cent. growth in Asia Pacific and the Middle East, which was almost entirely attributable to the growth of coal demand in China. Any decline in Chinas coal demand as a result of a slowdown in its economic growth

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or other factors beyond the Groups control may lead to an oversupply of coal. An oversupply of coal could have a material adverse effect on the Groups business, financial condition, results of operations and prospects, including the success of the Groups planned expansion of coal production and capacity. The Indonesian Law on Mineral and Coal Mining and the regulations promulgated thereunder could adversely affect the Groups coal mining concessions, licences and authorisations and, in turn, its business, financial condition, results of operations and prospects Indonesian Law No. 4 of 2009 on Mineral and Coal Mining (the 2009 Mining Law) came into effect on 12 January 2009. Some provisions of the 2009 Mining Law are inconsistent with the Groups coal mining concessions, licences and authorisations, which could materially adversely affect the Groups business. While existing contracts of work and mining licences and authorisations will continue to be valid until their expiry, the 2009 Mining Law is not clear as to which of its provisions require amendments to existing contracts to bring those contracts into conformity with the law. Following the enactment of the 2009 Mining Law, the MEMR notified all holders of existing coal contracts of work (CCOWs) of ten general provisions in the contracts that were deemed to be in conflict with the 2009 Mining Law and that the MEMR would be entering into negotiations with each of the holders of CCOWs to renegotiate those provisions to bring them into line with the new law. However, the MEMR did not set forth a specific timeframe for completing the renegotiations of those provisions. The MEMR is currently negotiating with holders of contracts of work, including entities within the Bumi Resources Group and the Berau Group, across all sectors of the Indonesian mining industry. If the Bumi Resources Group or the Berau Group were unable to reach agreement with the MEMR regarding the amended terms of any CCOWs, the matter would be referred to international arbitration in accordance with the terms of the CCOW. If the arbitral tribunal were to find in favour of the MEMR, the relevant CCOW would be amended in the manner requested by the MEMR, which could be adverse to the Groups interests. The Group may be required to align certain provisions of its contracts of work and IUPs for all of its major mining concessions in Indonesia with the 2009 Mining Laws provisions, including, for example, the required re-sizing of mining areas, a reduction in permitted production periods and acreage, and the prohibition on use of affiliated mining contractors. The Bumi Resources Group and the Berau Group have been discussing potential changes to their CCOWs and other contracts of work with the MEMR. While the MEMR has requested and proposed amendments to the provisions of the contracts of work, most of the Groups holders of contracts of work have not yet reached agreement with the MEMR regarding the amendments to their contracts of work. In accordance with the 2009 Mining Law, Berau Coal submitted a mine life activity plan for the remainder of its concession period under its CCOW to the MEMR in July 2009 for approval. Berau Coal is still in discussion with the MEMR regarding its views on Berau Coals mine life activity plan. If the MEMRs approval of Berau Coals mine life plan is not obtained, this could result in a reduction of Berau Coals concession area. There can be no assurance as to the extent to which Berau Coals concession area could be reduced. Some of the key provisions of the 2009 Mining Law include the following: the former contract of work system for foreign investment in mining projects was replaced by a system of mining licences; equal treatment for foreign and domestic investment in mining licences (except for limited priority for state-owned companies in strategic mining) was affirmed; limitations on the length of the exploration and production periods and the size of the exploration and production areas were imposed; mining can only be conducted in areas designated by the Indonesian Government as being eligible for mining; new minerals and coal mining licences are required to be awarded through a transparent tender process (similar to the Indonesian Governments existing licensing regime for oil and gas concessions); all licence holders are required to comply with environmental and mine closure obligations;

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licence holders are required to process the minerals they mine or extract within Indonesia, with existing holders of contracts of work that are producing minerals being given five years to comply with this requirement; mining operators should have mining plans for the entire concession area, failing which, such areas could be awarded to other operators; priority should be given to local mining service contractors; and mining services contracts between mining licence holders and their related parties are prohibited, subject to the approval of the MEMR and certain limited exceptions.

In addition, while the 2009 Mining Law provided a new general framework for the regulation of the mining industry in Indonesia, the implementation and administration of the 2009 Mining Law was subject to numerous new Indonesian governmental regulations. As of the date of this document, all four of the implementing regulations mandated by the 2009 Mining Law have been promulgated. On 30 September 2009, the MEMR promulgated Regulation No. 28 of 2009 on the Operation of Mineral and Coal Mining Services (Regulation 28/2009), which is an implementing regulation under the 2009 Mining Law. Regulation 28/2009 requires, among other things, that coal concession holders, rather than third-party mining service contractors, conduct certain mining activities in the coal-extraction process. While Regulation 28/2009 allows coal concession holders to continue to subcontract overburden removal (both with and without blasting) and the transport of overburden, as well as the transportation of coal from the mining area, to third-party contractors, the regulation requires coal concession holders to conduct all coal-digging, extraction and loading activities themselves. While new mining service contracts entered into after 30 September 2009 are required to immediately comply with the requirements of Regulation 28/2009, the regulation provides that all contracts between concession holders and their mining contractors existing on the effective date of the Regulation 28/2009 are grandfathered for a maximum period of three years, with holders and mining contractors being required to amend such contracts by 30 September 2012 to comply with Regulation 28/2009. As a result, all current operating agreements with mining contractors under which those mining contractors undertake coal-digging, extraction and loading activities and which expire on or after 30 September 2012 will be required to be amended before such time to the extent Regulation 28/2009 remains in force in its current form. There can be no assurance that the Group will be able to amend all of its operating agreements with its contractors to comply with Regulation 28/2009 by the 30 September 2012 deadline or at all. Furthermore, the Group will be required to ensure that all new operating agreements entered into with mining and other contractors do not contravene the 2009 Mining Law or its implementing regulations, including Regulation 28/2009. There can be no assurance that the Group will be able to enter into new contractual arrangements or amend its existing contractual arrangements with its mining contractors in a way which would minimise the impact of Regulation 28/2009 on the current scope of work performed by the mining contractors, or will be able to do so on terms similar to the Groups current contractual arrangements with its mining contractors. Both the Bumi Resources Group and the Berau Group expect that, if they are unable to enter into new arrangements with their existing or new mining contractors by 30 September 2012 in a way that meets the requirements of the Regulation 28/2009, they would undertake coal-digging, extraction and loading activities themselves, either by acquiring equity stakes in their existing or other mining contractors or purchasing the relevant equipment and hiring the relevant employees from their existing mining contractors. While these alternatives could increase the Groups operating costs, there is currently no expectation that any such increase would have a material adverse effect on the Groups results of operations. Nonetheless, there can be no assurance that the Bumi Resources Group and the Berau Group will be able to amend their existing operating agreements with their mining contractors in the manner required by Regulation 28/2009 or to undertake themselves the coal-digging, extraction and loading activities required to be performed directly by the Group under Regulation 28/2009 in a cost-effective manner. If the Bumi Resources Group or the Berau Group fail to do this in a cost-effective manner, this could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The 2009 Mining Law also provides for further Indonesian governmental regulations to implement domestic sales obligations as well as the pricing terms for such sales. In April 2010, the MEMR issued the decree setting forth the minimum percentage of domestic market sales obligations for 2010 that were required to be fulfilled by several coal mining companies. Under this decree, the minimum annual

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domestic market sales obligation for 2010 were 24.75 per cent. on a combined basis for KPC and Arutmin and 24.6 per cent. for Berau Coal. KPCs and Arutmins domestic market sales obligations for 2010 were significantly greater than the percentage of sales that these companies had historically made domestically. In August 2010, the MEMR issued the decree setting forth the minimum annual domestic sales obligations for 2011 at 24.17 per cent. on a combined basis for KPC and Arutmin and at 25 per cent. for Berau Coal. Berau Coal complied with its minimum annual domestic sales obligation for 2010. KPC and Arutmin attempted to comply with their annual domestic market sales obligation for 2010, and intend to comply with their annual domestic market sales obligation for 2011, by submitting bids for the sale of their coal in the Indonesian domestic markets when Indonesian coal end-users have undertaken tenders for coal purchases. However, none of KPCs and Arutmins bids has been accepted to date in these tenders. Based on discussions with Indonesian governmental officials, the Directors believe that KPC and Arutmin are, and will continue to be, in compliance with their annual domestic market sales obligations if these companies continue to offer to sell their coal to domestic Indonesian end-users through the tender process even though tenders sufficient to cover KPCs and Arutmins annual domestic market obligations were not accepted in 2010 and may not be accepted in 2011. Furthermore, the Directors believe that the Bumi Resources Groups existing sales contract with PLN will enable KPC and Arutmin to sell up to 26.0 per cent. of their budgeted sales volume for 2011 on the domestic market. It is uncertain to what extent further regulations will be implemented and applicable to the Group that could result in the Group having to increase the domestic proportion of its sales or will affect the prices at which the Group is able to sell its coal products in Indonesia. There is little precedent on the interpretation of the 2009 Mining Law and its implementing regulations. The legal uncertainty raised by the adoption and implementation of the 2009 Mining Law and Regulation 28/2009 has increased the risks, and may increase the costs, involved in the Groups mining operations. Additional implementing regulations that are expected to be issued by the Indonesian Government in the future may impose significant changes to the regulation of the Indonesian mining industry, which may be adverse to the Groups interests. In addition, a court or an administrative or regulatory body could in the future render interpretations of the 2009 Mining Law and its implementing regulations, including Regulation 28/2009 that differ from the Groups interpretation or could issue new or modified regulations, including modifications to Regulation 28/2009. The Groups compliance with the 2009 Mining Law and its implementing regulations may increase the Groups operating costs or otherwise impair its operations in the future, which could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Groups coal mining operations are dependent on its ability to obtain, maintain and renew licences and approvals and maintain its concessions from the Indonesian Government and other relevant governmental authorities The Groups business requires various licences and approvals from the Indonesian Government and regional governments. These licences include general corporate, mining, capital investment, manpower, environmental, land utilisation, export and import licences and other licences. These licences have various expiration dates running from six months to five years from their date of issue. The Group must renew all of its licences and approvals as they expire as well as obtain new licences and approvals when required. While the Directors believe that both the Bumi Resources Group and the Berau Group are currently in compliance with their existing licenses and approvals in all material respects, there can be no assurance that the central Indonesian Government or provincial, regional and local governments will issue or renew the licences or approvals the Group requires within its expected timeframe or at all. The Bumi Resources Groups most significant licences are its coal mining concessions granted by the Indonesian Government under first generation CCOWs with each of KPC and Arutmin. KPCs CCOW is scheduled to terminate in 2021, and Arutmins in 2019. In addition, Dairi Prima holds a mineral mining contract of work (covering, in part, zinc and lead mines) granted by the Indonesian Government. Fajar Sakti holds rights to coal concessions under KPs, and Pendopo Energi holds a third generation CCOW granted by the Indonesian Government for the mines it operates or is expected to operate. Berau Coals most significant licence is its coal mining concession granted by the Indonesian Government under a first generation CCOW currently covering 118,400 hectares in East Kalimantan and scheduled to expire in 2025.

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The Groups rights to mine coal and minerals in its concession areas depend on the continued validity of its coal and other mining contracts of work. The provisions of the Groups coal and other mining contracts of works subject the Group to various risks, including: if the Group fails to comply with its obligations under its coal and other mining contracts of work, the Indonesian Government may terminate them; third parties may challenge the validity of the Groups CCOWs and KPs. Coal mining operations in Indonesia are subject to a 1996 presidential decree which stipulates that all rights and obligations of PT Tambang Batubara Bukit Asam (Persero) Tbk., the counterparty to all CCOWs entered into prior to 1996, relating to cooperation agreements on coal mining operations (that existed prior to the effectiveness of the decree) are assigned to the MEMR. In the early part of this decade, Indonesian Government officials and others in Indonesia questioned the validity of mining contracts entered into by the Indonesian Government prior to October 1999. The 2009 Mining Law requires that existing contracts of work be amended to comply with that laws provisions. There can be no assurance that Indonesian governmental officials or others will not challenge the validity of the Groups mining rights for political or other reasons, that the Indonesian Government will not terminate the Groups mining rights through nationalisation of its operations or other means, that the Indonesian Government will not require significant alterations to the Groups existing CCOWs, mining agreements and other mining authorisations which are adverse to the Groups interests or that the Indonesian Government will otherwise continue to comply with the terms of the Groups CCOWs, mining agreements and other mining authorisations; and it may be difficult to enforce arbitral awards against the Indonesian Government in Indonesian courts. If the Group were to obtain an arbitral award from an international arbitration tribunal against the Indonesian Government relating to a dispute under any of the Groups CCOWs, the Group may face difficulties enforcing the award in Indonesia.

The Group depends on a small number of customers Each of the Bumi Resources Group and the Berau Group generates a substantial portion of its total coal sales from a small number of customers. During 2009 and the first nine months of 2010, the Bumi Resources Groups sales to its five largest customers comprised 27.1 per cent. and 26.2 per cent., respectively, of its total sales by volume. During 2009 and the first nine months of 2010, the Berau Groups sales to its three largest customers comprised 40.9 per cent. and 35.6 per cent., respectively, of its total sales. In the first nine months of 2010, the Berau Group generated 78 per cent. of its total revenues from its ten largest customers. The Groups coal supply agreements contain provisions that allow customers to suspend or terminate the agreements or seek an adjustment in the sales price or liquidated damages, if, depending on the agreement, one of the following events occurs: the Group is unable to deliver the volume and quality of coal specified; a change in law restricts or prohibits the customer from using coal with the specifications and characteristics of the coal to be delivered under the contract; there is a delay in the start-up date or shutdown of the electricity generation plant to which the coal sales relate; there is a termination of the fuel supply agreement, on-sale agreement or power purchase agreement to which the coal sales relate; or other events beyond the reasonable control of the affected party occur, including labour disputes, mechanical malfunctions and changes in government regulations.

Most of the Groups coal supply agreements contain provisions requiring the Group to deliver coal meeting certain quality specifications and characteristics, such as those relating to calorific value, moisture content, sulphur content, ash content, grindability and ash fusion temperature. The Groups failure to meet these specifications could result in economic penalties, including price adjustments, rejection of deliveries or termination of the contracts.

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The Groups inability to extend, renew or replace all or a substantial portion of its coal supply agreements with its largest customers on terms substantially equivalent to those contained in their existing agreements, including volume and pricing terms, could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. A significant portion of the Groups coal production is, and will continue to be, conducted through contractors The Group currently conducts a significant portion of its mining operations through mining contractors. The Bumi Resources Group uses the sub contractors Thiess, Pama, Cipta Kridatama and the Bumi Resources Group associated company Darma Henwa. Berau Coal uses sub-contractors for operations such as barging, stevedoring, coal quality analysis and transhipping and conducts certain of its mining operations through two mining contractors, BUMA and SIS. The Group has entered into long-term operating agreements with its mining contractors that set forth the contractors rights and obligations in undertaking mining operations in designated areas. Under these operating agreements, the contractor is responsible for providing substantially all plant, equipment, facilities, services, materials, supplies and labour and management required for the operation and maintenance of the designated mining pits. The Group is required to pay the contractor for its services according to a schedule of fixed charges per tonne of coal delivered for the relevant period. The Group works closely with its contractors to develop long-term mine plans for the amount of coal to be produced at the designated mining pits and monitors those plans from time to time. However, the contractor has ultimate responsibility for adhering to those plans and for mining the coal according to the agreed mining plan. The contractor employs substantially all of the employees who operate the mining areas under the contractors operational control. Production at the Groups mines could be disrupted by any significant failure by the Groups contractors to comply with their obligations under their operating agreements (whether as a result of financial or operational difficulties or otherwise) or any termination or significant breach of an operating agreements by a contractor. If any of the Groups operating agreements is terminated (for example, SIS has the right to terminate two mining contracts for Sambarata upon giving 90-days written notice to Berau Coal), mining operations at the affected mine could be disrupted for a significant period of time to allow the contractor to remove its equipment and a new contractor to install its equipment. The Group might not be able to find suitable replacement contractors within a reasonable period of time or at all, if any of the Groups contractors were to cease to perform their services or to terminate their operating agreements. In addition, the Bumi Resources Groups and the Berau Groups existing operating contracts with their mining services contractors may need to be amended to comply with the requirements of Regulation 28/2009. See The Indonesian Law on Mineral and Coal Mining and the regulations promulgated thereunder could adversely affect the Groups coal mining concessions, licences and authorisations and, in turn, its business, financial condition, results of operations and prospects. In the past, the Group has had disputes with its contractors. For example, the Bumi Resources Group had a dispute between its subsidiary, Arutmin, and Thiess that led to proceedings in the Supreme Court of Queensland and the English High Court in London. In 2008 and 2009, Berau Coal and PT Mentari Bukit Makmur were in dispute in relation to the calculation of the fuel price adjustment under their mining contracts. As of 30 September 2010, Berau Coal had US$92.6 million in payables to PT Mentari Bukit Makmur, a portion of which represented the difference in calculation. Berau Coal and PT Mentari Bukit Makmur have fully reconciled the difference in the meantime. Any protracted dispute with the Groups contractors, any material labour dispute between these contractors and their employees or any major labour disputes by those employees against the Groups contractors could materially adversely affect the Groups operations and production, which could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. In addition, any significant increase in the fees payable by the Group to its contractors would increase the Groups mining costs and adversely affect its profitability. The Group is dependent on international marketing agents for its export coal sales and some of its marketing agency agreements are on an exclusive basis The Group markets and sells its coal through domestic and international marketing agents with which the Group has long-term marketing agreements. 18

The Bumi Resources Group markets and sells its coal from the Sangatta and Bengalon mines in Japan through Mitsubishi and outside Japan through a marketing affiliate of Glencore. The Bumi Resources Group will continue to market and sell its coal from the Senakin, Satui, Mulia, Asam Asam and Batulicin mines outside Indonesia through a marketing affiliate of BHP Billiton until November 2011, and thereafter, through a marketing affiliate of Glencore. Fajar Sakti also markets and sells coal from its Loa Ulung mine outside Indonesia through a marketing affiliate of Glencore. Glencore and BHP Billiton have affiliates that own and operate coal mines or act as international marketing agents for other coal producers for sales of coal products in the same markets in which the Bumi Resources Group sells its coal. Glencore or BHP Billiton may favour the interests of its affiliates operations and its other coal mining clients over the Bumi Resources Group in sales opportunities. In addition, Mitsubishi acts as an international buying agent for coal customers in Japan and an international marketing agent for other coal producers in Japan. Mitsubishi may favour the interests of its other clients over the Bumi Resources Groups interests. If any of the Bumi Resources Groups international marketing agents were to terminate or breach their marketing agreements, the Bumi Resources Group would be required to seek other marketing agents for its coal products or conduct its own marketing activities internally, which could disrupt the Bumi Resources Groups sales of coal and have a material adverse effect on the Groups business, financial condition, results of operations and prospects. Following Beraus acquisition of Maple in September 2010, Maple appointed Noble Resources Pte Ltd (Noble) as its marketing advisor and agent for the sale of the Berau Groups coal throughout the world except in Indonesia, Japan and Malaysia. The Berau Group had already in 2009 assigned to Maple the right to market the groups coal outside of Japan. In relation to Japan, Sojitz Corporation (Sojitz) has been and continues to be the Berau Groups exclusive international marketing agent in Japan. As a result of Beraus acquisition of Maple, the Berau Group has been transitioning its marketing efforts away from historical use of third-party international marketing agents for various jurisdictions. The agreements with these agents have remaining terms ranging between several months to eight years. In addition to Sojitzs exclusive marketing rights for Japan, third-party agents have historically been responsible for export sales to customers in China, Hong Kong, India, Japan, the Philippines, South Korea, Thailand and Taiwan. These agents included Honson International Corporation (Honson) in Taiwan, NC Korea Co. (NuCo) in Korea and Kin Rich International Enterprises Ltd. (Kin Rich) in Hong Kong. Sales to customers under third-party marketing agency agreements comprised 52.1 per cent. and 49.6 per cent. of Berau Coals total revenues in 2009 and the nine months ended 30 September 2010, respectively. In December 2010, Berau Coal took measures to cease using Honson, NuCo and Kin Rich as marketing agents and sent notices of termination of their existing agency agreements. As a result of these termination notices, Berau Coal will either reach agreed terms for settlement of future liabilities owed to these agents under sales contracts that have already been executed, continue to pay those liabilities as they become due without involving the agents in future coal sales contracts or, through Maple, provide these agents with opportunities to act as marketing agents for third-party coal companies. The termination of the services previously provided by Honson, NuCo and Kin Rich could make Berau Coals marketing efforts less effective in the future than they have been in the past. The Group depends on key pieces of plant, equipment and machinery for the Groups coal mining operations The Groups coal mining operations depend on key pieces of plant, equipment and machinery. Key pieces of plant, equipment and machinery include: in relation to the Bumi Resources Group, excavators, bulldozers, graders and coal-hauling trucks, coal-crushing plants, coal-washing plants, coal shiploaders and shipping terminals at KPC and Arutmin, a single overland belt conveyor at KPC and barge-loading belt conveyors at Arutmin; and in relation to Berau Coal, loading jetties at the Lati, Suaran and Sambarata mining areas; the semi-submersible transhipper SST Berau, the floating jetty Princess Abby, the floating offshore transfer platform FOTP Derawan, crushers, conveyor belts and Genset electricity generators.

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The Bumi Resources Group transports all coal produced at the Sangatta mine from the coal crushing plant to the coal-shipping terminal by a single 13.2 kilometre overland belt conveyor. If this overland belt conveyor were to cease operating or reduce its operating level for any significant length of time for any reason, the Bumi Resources Group would be required to transport the coal at the Sangatta mine to its shipping terminal by truck, which would significantly reduce the rate of production and increase the production costs at the Sangatta mine. In addition, the Bumi Resources Group would not be able to transport coal from the mining areas at Sangatta to the coal shipping terminal as quickly as necessary to comply with coal delivery obligations under coal supply agreements for coal produced at this mine. If the coal shiploader were to cease operating for any significant length of time for any reason, the Bumi Resources Group would be unable to load coal onto the ships at the shipping terminal for the Sangatta mine for transport to customers of coal produced at this mine and, to continue shipping coal, the Bumi Resources Group would be required to tranship the coal at a lower loading and shipping rate. The Bumi Resources Group loads a substantial portion of its coal mined at the Senakin, Satui, Mulia, Asam Asam and Batulicin mines onto ships through the North Pulau Laut coal terminal and a substantial portion of its coal mined at the Bengalon mine through the barge port facility owned by Mitratama, currently a 30.0 per cent. owned associate of Bumi Resources following of Bumi Resources recent divestment of 70.0 per cent. of its equity interest in the Mitratama. If the shiploader or shipping terminal at any of the Groups mines were to cease operating or were to reduce operating levels for any significant length of time, the Group would be unable to load coal from the relevant mines onto ships at the shipping terminal for transport to the Groups customers. As a result, the Group would need to increase the amount of coal the Group tranships directly from barges to its customers or their ships at lower loading and shipping rates. In addition, the Group has a number of contracts for the use of other logistics equipment that is material to the Groups operations. For example, the Bumi Resources Groups right to use Mitratamas barge port facility at the Bengalon mine and coal processing plant and the Sangatta mine is governed by rental agreements with Mitratama, which expire in April 2013. The floating jetty Princess Abby is operated by PT Mitra Swire CTM on behalf of Berau Coal pursuant to a rental agreement that expires in 2011. The SST Berau is owned and operated by Lati Transhippers Inc. and leased to Berau Coal pursuant to a rental agreement that expires in September 2015. If the counterparties to any of these rental agreements were to terminate or breach their agreements, or refuse to renew the terms of their agreements on their expiry, the Groups coal mining operations may be disrupted. Any significant damage to, failure of, or operational difficulties with components of the Groups coal chains could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Group and its contractors face risks related to the Groups expansion programs The Group has significant plans for expansion. Under its current mine plans, the Bumi Resources Group intends to expand its annual coal production capacity at KPC and Arutmin to approximately 74.8 million tonnes in 2011 from approximately 72.0 million tonnes in 2010. Under the Berau Groups current mine plans, Berau Coal plans to increase its annual gross coal production from approximately 17.4 million tonnes in 2010 to 20.4 million tonnes in 2011 by increasing production at its existing mines. Berau Coal also plans to develop additional areas in its existing mines as well as in Gurimbang, Parapatan and Kelay in 2012 to 2014, with the aim of reaching 30.0 million tonnes of coal production by 2014. To enhance its coal chain and reduce operating costs, the Bumi Resources Group intends to procure additional equipment and additional infrastructure at its mines, including an on-site coal-fired power plant for its captive use at the Tanjung Bara coal terminal at the Sangatta mine, new coal chains from Melawan and Bendili Hill deposits to the Sangatta mine coal processing area and more facilities to boost Arutmins coal chains at the Satui, Mulia and Asam Asam mines. In addition, the Bumi Resources Group intends to expand the coal-chain handling capacity from the Sangatta coal processing area to the Tanjung Bara coal terminal and to upgrade the barge loading facilities and coal crushers at the Bengalon mine. The Bumi Resources Group may undertake the construction of infrastructure at its mines on its own and/or through third-party contractors, which would be responsible for the financing and construction of the relevant infrastructure at the mines. To increase its coal handling capacity, Berau Coal has increased its budgeted annual capital expenditures for maintenance and expansion, especially at the Lati mine. Berau Coals mining

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contractors are responsible for obtaining and installing any additional equipment and hiring any additional personnel required for them to increase their production capacity at the existing mines to comply with Berau Coals expansion plans and the contactors contractual obligations. Irrespective of whether the Group itself or third-party contractors undertake the Groups expansion activities, the Group must acquire the governmental permits and licences for its exploration activities and the production of coal. Further, to the extent a mine area belongs to the local communities, the Group must acquire the land rights from the local communities to conduct its exploration, mining and stockpiling activities in accordance with its expansion plans. If the mine area belongs to the department of forestry, state-owned companies or other third parties, then a borrow-use permit or land use agreement must be obtained or entered into prior to conducting the operations. The Group may not be able to successfully implement its expansion programs as a result of a number of factors affecting the Group or its mining contractors, including: the Group may encounter difficulties in contracting with additional contractors on acceptable terms or at all. In addition, existing and additional mining contractors may not be able to fulfil their obligations under their operating agreements. The failure of any one of the Groups contractors to fulfil its obligations under its operating agreement would require the Group to seek an alternative contractor or to undertake the expansion activities internally, thereby delaying and potentially increasing the costs of the Groups expansion programs; the equipment and machinery modified or installed in the Groups coal chains or other infrastructure may not perform according to specifications or to the Groups expectations; the Group or its contractors may experience difficulties in obtaining machinery, equipment and spare parts, particularly coal-hauling trucks, excavators and tires for such equipment, as well as materials such as explosives, required to increase production, due to capacity and supply constraints in the world steel and rubber markets and high global demand for those materials and other mining equipment; the Group or its contractors must obtain government permits, licences approvals and land rights under, and comply with applicable laws and regulations to proceed with the Groups expansion programs, including laws and regulations requiring environmental impact studies for the increasing production at mines. Any failure to receive such permits, licences and approvals within the Groups expected timeframe or at all could delay or disrupt the Groups expansion; the Group may generate insufficient cash flow from its operations and experience difficulties in obtaining additional financing to meet its planned capital expenditure requirements, which could require the Group to revise its planned expansion plans or otherwise seriously impede the G