SUPPLEMENTARY INFORMATION AND / OR UPDATE TO THE SHORT FORM PROSPECTUS

Transcription

1 SUPPLEMENTARY INFORMATION AND / OR UPDATE TO THE SHORT FORM PROSPECTUS THIS INFORMATION IS SUPPLEMENTARY INFORMATION AND / OR UPDATE TO THE SHORT FORM PROSPECTUS PUBLISHED IN SUARA PEMBARUAN ON JUNE 20, 2017 OJK NEITHER GIVES ITS APPROVAL OR DISAPPROVAL ON THE SECURITIES, NOR DOES OJK CONFIRM THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS SUPPLEMENTARY INFORMATION. ANY STATEMENT TO THE CONTRARY SHALL BE A VIOLATION OF THE LAW PT BANK TABUNGAN NEGARA (PERSERO) TBK. ( COMPANY ) AND THEIR RESPECTIVE GUARANTOR FOR ISSUANCE OF BONDS TAKES FULL RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION OR MATERIAL FACTS, AND OBJECTIVITY OF OPINIONS INCLUDED IN THIS PRELIMINARY PROSPECTUS. PT BANK TABUNGAN NEGARA (PERSERO) TBK Main Business Activities Banking Services Head Office Gedung Menara BTN Jl. Gajah Mada No. 1, Jakarta 10130, P.O. BOX 3198 / JKT Tel.: (021) , Fax: (021) csd@btn.co.id Website: As of December 31, 2016, the Company owned 4 region offices, 65 Branch Offices, 243 Sub Branch Offices, 477 Cash Offices, 26 Payment Points, 23 Syariah Branch Offices, 36 Syariah Sub Branch Offices, 6 Syariah Cash Offices, 11 Syariah Payment Points, 2,951 Online Kantor Pos, 10 Mobile Cars, and 1,830 ATM. SHELF REGISTRATION PUBLIC OFFERING SHELF REGISTRATION BOND III BANK BTN WITH TOTAL BOND TARGET OF Rp10,000,000,000,000 (TEN TRILLION RUPIAH) THAT IN THE FRAMEWORK OF THE SHELF REGISTRATION PUBLIC OFFERING, THE COMPANY OFFERS SHELF REGISTRATION BOND III BANK BTN PHASE I YEAR 2017 AS A LOT OF Rp (FIVE TRILLION RUPIAH) The bonds shall be issued as scripless, except for the Jumbo Bond certificates issued by the Company on behalf of PT Kustodian Sentral Efek. These bonds provide options for people to choose the desired series, namely (four) series of Bonds. The bonds are issued for a total amount of Rp3,603,500,000,000 (three trillion six hundred three billion five hundred million Rupiah) which are guaranteed by Full Commitment as follows: Series A : Bonds with a fixed interest rate of 8.3% (eight point three percent) per annum, with a term of 3 (three) years from the issuance date. The Principal Amount for the Series A bonds offered is Rp1,001,000,000,000 (one trillion one billion Rupiah). Series B : Bonds with a fixed interest rate of 8.5% (eight point five percent) per annum, with a term of 5 (five) years from the issuance date. The Principal Amount for the Series B bonds offered is Rp1,055,500,000,000 (one trillion fifty five billion five hundred million Rupiah). Series C : Bonds with a fixed interest rate of 8.7% (eight point seven percent) per annum, with a term of 7 (seven) years from the issuance date. The Principal Amount for the Series C bonds offered is Rp661,000,000,000 (six hundred sixty one billion Rupiah). Series D : Bonds with a fixed interest rate of 8.9% (eight point nine percent) per annum, with a term of 10 (ten) years from the issuance date. The Principal Amount for the Series D bonds offered is Rp886,000,000,000 (eight hundred eighty six billion Rupiah). The balance of the Bond Principal amount offered of Rp1,396,500,000,000 (one trillion three hundred ninety six billion five hundred million Rupiah) will be guaranteed with Best Effort. The bonds are offered at 100% (one hundred percent) of the Bond Principal value. Bond interest is paid quarterly, according to the payment date for each Bond Interest. The first interest payment will be made on October 13, 2017 with the last bond interest payment being made on the Redemption Date for each Bond Series on July 13, 2020 for Bond Series A, July 13, 2022 for Bond Series B, July 13, 2024 for Bond Series C, and July 13, 2027 for Bond Series D. Bank BTN III Shelf Registration Bond III phase II and / or the next phase (if any) will be determined later. IMPORTANT NOTICE THIS BOND IS NOT SECURED BY SPECIFIC COLLATERAL, BUT IS GUARANTEED WITH ALL THE COMPANY S ASSETS, BOTH MOVABLE OR NON-MOVABLE, EITHER EXISTING OR FUTURE, WHICH WILL WARRANTY BONDHOLDERS IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES 1131 AND 1132 OF THE CIVIL LAW CODE. THE BONDHOLDERS RIGHTS ARE PARIPASSU, WITHOUT PREFERENTIAL RIGHTS, WITH OTHER CREDITORS RIGHTS, WHETHER CURRENT OR FUTURE, EXCEPT FOR CREDITORS RIGHTS GUARANTEED BY THE COMPANY WITH COMPANY PROPERTY, EITHER EXISTING OR FUTURE. A BOND BUYBACK CAN BE MADE 1 (ONE) YEAR AFTER THE ALLOTMENT DATE, THE COMPANY CAN BUY BACK PARTS OR ALL OF THE BONDS PRIOR TO THE PRINCIPAL REDEMPTION DATE. THE COMPANY HAS THE RIGHT TO MAKE SUCH BUYBACK AS REPAYMENT OF BONDS OR TO BE RETAINED IN COMPLIANCE WITH THE TRUSTEE AGREEMENT CONDITIONS AND REGULATIONS APPLICABLE LEGISLATIONS. DESCRIPTION OF THE BUYBACK IS OUTLINED IN CHAPTER I OF THE PROSPECTUS. THE COMPANY ONLY ISSUES JUMBO BOND CERTIFICATES REGISTERED IN THE NAME OF PT KUSTODIAN SENTRAL EFEK INDONESIA ("KSEI") AND THEY WILL BE DISTRIBUTED IN ELECTRONIC FORM AND ADMINISTERED IN COLLECTIVE CUSTODY BY KSEI. For the purpose of this Bond Public Offering, the Company has obtained a Bond rating from PT Pemeringkat Efek (Pefindo): idaa+ (Double A Plus) For further information please refer to Chapter I of the Prospectus. THIS BOND WILL BE LISTED ON PT BURSA EFEK INDONESIA THIS BOND WILL BE QUARANTEED WITH FULL COMMITMENT AND BEST EFFORT JOINT LEAD UNDERWRITERS PT BCA Sekuritas PT BNI Sekuritas (Affiliated) PT CIMB Sekuritas PT Danareksa Sekuritas (Affiliated) BOND UNDERWRITER PT Mandiri Sekuritas (Affiliated) TRUSTEE PT Bank Mandiri (Persero) Tbk. PT DBS Vickers Sekuritas PT Indo Premier Sekuritas PT Mirae Asset Sekuritas THE MAJOR BUSINESS RISK FACED BY THE COMPANY IS THE CREDIT RISK ARISING FROM LOAN REPAYMENTS AND / OR LOAN INTEREST, WHICH IF NOT SUFFICIENT, CAN AFFECT THE COMPANY PERFORMANCE. OTHER BUSINESS RISKS FACING THE COMPANY. OTHER BUSINESS RISKS FACING THE COMPANY MAY BE IN SEEN CHAPTER VI OF THE PROSPECTUS. THE RISK THAT MAY BE FACED BY THE INVESTORS PURCHASING THE BONDS IS THE RISK THAT THE BONDS OFFERED IN THIS PUBLIC OFFERING MAY NOT BE LIQUID CONSIDERING THE BONDS ARE GENERALLY PURCHASED FOR THE PURPOSE OF LONG-TERM INVESTMENTS. PT Trimegah Sekuritas Tbk. This Brief Prospectus is published in Jakarta on July 3,2017

2 ISSUE SCHEDULE Effective Date : June 22, 2017 Bond Distribution Date Electronically : July 13, 2017 Public Offering Period : Juli 4, 2017 July 10, 2017 Bond listing date on Bursa Efek : July 14, 2017 Allotment Date : July 11, 2017 SHELF REGISTRATION PUBLIC OFFERING BOND NAME The Bond offered through this public offering is Shelf Registration Bond III Bank BTN Phase I Year BOND TYPE The bonds shall be issued as scripless, except for the Jumbo Bond Certificate as proof of debt, on behalf of KSEI for the benefit of Bondholders on the date of submission of the Jumbo Bond Certificate by the Company to KSEI. Proof of Bond ownership for Bondholders is the Written Confirmation issued by KSEI or the Account Holder. Bonds must be paid at the same price as the principal amount on the Written Confirmation and the principal amount as stated on the Jumbo Bond Certificate on the Bond Redemption Date. BID PRICE 100% (one hundred percent) of the Bonds Nominal value. BOND PRINCIPAL, INTEREST AND MATURITY The Bond Principle on the issue dates will amount to Rp. 5,000,000,000,000 (five trillion Rupiah), which is composed as follows: The bonds are issued for a total amount of Rp3,603,500,000,000 (three trillion six hundred three billion five hundred million Rupiah) which are guaranteed by Full Commitment as follows: Series A : Bonds with a fixed interest rate of 8.3% (eight point three percent) per annum, with a term of 3 (three) years from the issuance date. The Principal Amount for the Series A bonds offered is Rp1,001,000,000,000 (one trillion one billion Rupiah). Series B : Bonds with a fixed interest rate of 8.5% (eight point five percent) per annum, with a term of 5 (five) years from the issuance date. The Principal Amount for the Series B bonds offered is Rp1,055,500,000,000 (one trillion fifty five billion five hundred million Rupiah). Series C : Bonds with a fixed interest rate of 8.7% (eight point seven percent) per annum, with a term of 7 (seven) years from the issuance date. The Principal Amount for the Series C bonds offered is Rp661,000,000,000 (six hundred sixty one billion Rupiah). Series D : Bonds with a fixed interest rate of 8.9% (eight point nine percent) per annum, with a term of 10 (ten) years from the issuance date. The Principal Amount for the Series D bonds offered is Rp886,000,000,000 (eight hundred eighty six billion Rupiah). The balance of the Bond Principal amount offered of Rp1,396,500,000,000 (one trillion three hundred ninety six billion five hundred million Rupiah) will be guaranteed with Best Effort. The bonds are issued with regard to the Trustee Agreement provisions, with the unit amount of bonds that can be transferred from one Securities account to another Securities Account being Rp1 (one Rupiah) or multiples thereof as set forth in the Trusteeship Agreement. Each Bond amounting to Rp1 (one Rupiah) gives rights to the relevant Bondholder to receive 1 (one) vote in the RUPO. Interest payment schedule for each series of Bonds is shown in the following table: Interest Number Series A Bond Interest Series B Bond Interest Series C Bond Interest Series D Bond Interest 1 October 13, 2017 October 13, 2017 October 13, 2017 October 13, January 13, 2018 January 13, 2018 January 13, 2018 January 13, April 13, 2018 April 13, 2018 April 13, 2018 April 13, July 13, 2018 July 13, 2018 July 13, 2018 July 13, October 13, 2018 October 13, 2018 October 13, 2018 October 13, January 13, 2019 January 13, 2019 January 13, 2019 January 13, April 13, 2019 April 13, 2019 April 13, 2019 April 13, July 13, 2019 July 13, 2019 July 13, 2019 July 13, October 13, 2019 October 13, 2019 October 13, 2019 October 13, January 13, 2020 January 13, 2020 January 13, 2020 January 13, April 13, 2020 April 13, 2020 April 13, 2020 April 13, July 13, 2020 July 13, 2020 July 13, 2020 July 13, October 13, 2020 October 13, 2020 October 13, January 13, 2021 January 13, 2021 January 13, April 13, 2021 April 13, 2021 April 13, July 13, 2021 July 13, 2021 July 13, October 13, 2021 October 13, 2021 October 13, January 13, 2022 January 13, 2022 January 13, April 13, 2022 April 13, 2022 April 13, July 13, 2022 July 13, 2022 July 13, October 13, 2022 October 13, January 13, 2023 January 13, April 13, 2023 April 13, July 13, 2023 July 13, October 13, 2023 October 13, January 13, 2024 January 13, April 13, 2024 April 13, July 13, 2024 July 13, October 13, January 13, April 13, July 13, 2025

3 Interest Number Series A Bond Interest Series B Bond Interest Series C Bond Interest Series D Bond Interest October 13, January 13, April 13, July 13, October 13, January 13, April 13, July 13, 2027 BONDHOLDERS RIGHTS a. To receive repayment of bond principal and / or interest for the Company's bonds paid through KSEI as Paying Agent on the Bonds Redemption Dates and / or the relevant Interest s. The Bond principal shall be paid at the same price as the principal amount written in the Written Confirmation owned by the Bondholder. b. Those entitled to payment of Bond interest are Bondholders whose names are registered in the Register of Account Holders, 4 (four) business days before the Bond Interest, unless otherwise determined by KSEI or applicable legislation. Therefore, if a Bond transaction occurs after the determination date of the party entitled to receive the Bond interest, the party receiving the transfer shall not be entitled to the Bond Interest for the payment period of the related Bond. c. If there is delay in repayment of bond principal and / or interest payment, Bondholders will receive payment of fines for any lack of payment at 1% (one percent) above the applicable Bond interest for the outstanding amount in accordance with the Trustee Agreement. The fine is calculated per day, starting from the date of payment so that the outstanding amount is fully paid, with 1 (one) year being 360 (three hundred and sixty) days and 1 (one) month being 30 (thirty) days. d. Bond Holders individually or jointly representing at least more 20% (twenty percent) of the total Bonds (including the number of Bonds owned by the State Affiliated Companies of the Republic of but excluding Bonds owned by the Company and / or Affiliated Companies) may submit a written request to the Trustee for a RUPO to be held by enclosing the original KTUR. The written request shall contain the requested event, provided that as of the issuance of the KTUR, Bonds held by the Bondholder who submitted the written request to the Trustee shall be frozen by KSEI for the Bonds listed in the KTUR. e. A RUPO can be held at any time and according to the provisions as regulated in the Trustee Agreement, inter alia for the following purposes: i. To make a decision in relation to the proposal of the Company or Bondholder regarding the change of the term of Bonds, Bonds Principal, Bonds Interest Rates, changes in the procedure or payment period of Bond Interest, whilst taking note of Regulation no. VI.C.4; ii. To notify the Company and / or Trustee, give direction to the Trustee, and / or approve a leniency for a negligence under the Trustee Agreement and its consequences, or to take other actions in respect of negligence; iii. iv. To terminate the Trustee and appoint a substitute for the Trustee under the terms of the Trustee Agreement; To take action authorized by or on behalf of the Bondholders is included in the determination of potential negligence, which may result in negligence as referred to in Article 9 of the Trustee Agreement and in Regulation no. VI.C.4; v. The Trustee intends to take other actions that are not authorized or not contained in the Trustee Agreement or under the applicable laws and regulations of the Republic of. COLLATERAL These bonds are not secured by specific collateral, but are guaranteed by all the Company's movable or immovable property, whether existing or future, as collateral for the Bond Holders in accordance with the Provisions of Articles 1131 and 1132 of the Civil Law Code. SENIORITY RIGHTS OVER DEBTS The Bondholders rights are paripassu, without preferential rights, with other creditors rights, whether current or future, except for creditors rights guaranteed by the Company with Company Property, either existing or future. SINKING FUND The Company does not have a sinking fund redemption fund for the bond principal with the consideration to optimize the funds in accordance with the planned usage. NEGLIGENCE EVENTS The conditions and arrangements concerning any negligence concerning the terms listed are governed in accordance with the provisions of the Trustee Agreement, which are also described in Chapter I of the Shelf Registration Bond III Phase I Public Offering BOND RATING In compliance with Bapepam and LK IX.C.1 Attachment to the Decision of the Chairman of Bapepam Number: Kep-42/PM/2000 dated October 27, 2000 regarding Guidelines for the Form and Content of Registration Statement for Public Offerings, and Bapepam-LK Number IX.C.11, the Company conducted a Bond rating through PEFINDO. The rating on long-term debt is in accordance with the PEFINDO letter No. RC-142/PEF-DIR/III/2017 dated March 9, 2017, which assigned a rating on the Shelf Registration Public Offering for the period March 8, 2017 until March 1, 2018 of: idaa+ (Double A Plus) The Company will deliver the Annual Rating for each Classification of Debt Securities and / or Sukuk to OJK no later than 10 (ten) working days after the expiration of the last rating date until the Company has completed all obligations related to Debt Securities and / or Sukuk issued. The rating agency in this public offering is not an affiliated party to the company, either directly or indirectly, as defined in the Capital Market Law.

4 RESTRICTIONS Prior to the settlement of all Amounts owed or any other expenses incurred by the Company in connection with the issuance of the Bonds, the Company promises and binds that the Company, without the consent of the Trustee, shall not do the following: a. Transfer, release, or make any specially-bonded debt guarantee of more than 50% (fifty percent) of the total amount of the Company's assets, whether for one transaction or multiple transactions that are independent or related to each other within 1 (one) fiscal year, taking into account the provisions contained in sub 1.3 t below; b. - Merge, consolidate and / or acquire; or - Allow or give consent to a Subsidiary (if any) for merger, consolidation and / or acquisition; which will materially have a negative impact on the continuity of the Company's business or the ability of the Company to fulfill its obligations to Bondholders except at the request and / or order and / or approval of the Government of the Republic of and / or a competent authority (including but not limited to OJK, The Minister of Finance of the Republic of and / or monetary authorities as and banking restructuring authorities in accordance with the applicable provisions of the Republic of ) in accordance with applicable laws and regulations, including but not limited to Bapepam and LK or OJK regulations; c. Change the Company's main business areas and / or that of its Subsidiaries (if any) that will materially have a negative impact on the business continuity and ability of the Company to fulfill its obligations to Bondholders, except upon request and / or order and / or approval of the Government of the Republic of and / or a competent authority (including but not limited to OJK, the Minister of Finance of the Republic of and / or monetary authorities and banking restructuring authorities in accordance with the applicable provisions of the Republic of ) in accordance with applicable laws and regulations, including but not limited to Bapepam and LK or OJK regulations; d. Reduce its authorized capital and paid-up capital unless such deduction is made on the request of the Government of the Republic of and / or a competent authority (including but not limited to OJK, the Minister of Finance of the Republic of and / or the monetary authorities as well as the restructuring authority in the banking sector In accordance with the applicable provisions of the Republic of. COMPANY OBLIGATIONS Prior to the redemption of all Bonds and Bonds, the Company is obligated to: a. Fulfill all provisions of the Trustee Agreement. b. Deposit funds (in good funds) for the redemption of the Bond and Principal payment of Bond interest no later than 1 (one) Business Day prior to the Bond Redemption Date and / or of Bond Interest to the Payment Agent and submit to the Trust Agent photocopy evidence of the Funds deposit the same day. If the due date of Bond Redemption Date and / or Bond Interest have passed and the Company has not deposited the amounts mentioned above, then the Company shall pay a fine; c. To strive to maintain the Company's health level at least 3 (three) in the composite rating classified as "Good Enough", based on internal assessment following prevailing banking regulations; More information can be seen in Chapter I of the Prospectus. PROCEDURES FOR BOND REDEMPTION AND INTEREST PAYMENTS Bond redemption and interest payments will be paid by KSEI as the Payment Agent on behalf of the Company, in accordance with the terms and conditions set forth in the Payment Agent Agreement to the Bondholders through the Account Holder, in accordance with the Bond redemption and interest payments time schedule as specified. If the payment date falls on a day that is not a trading day, the payment will be made on the next working day. PROCEDURES FOR BOND PURCHASES The Bond purchase ordering procedure is outlined in Chapter XIII of the Prospectus regarding Procedure for Bond Purchases. TAX Taxation is outlined in Chapter IX of the Prospectus. BOND UNDERWRITING Pursuant to the terms and conditions stipulated in the Bond Underwriting Agreement, the Joint Lead Underwriters whose names are listed below have agreed to offer to the Public a maximum amount of Rp 5,000,000,000,000 (five trillion Rupiah) with Rp3, (three trillion six hundred three billion five hundred million Rupiah) guaranteed with Full Commitment and Rp1,396,500,000,000 (one trillion three hundred ninety six billion five hundred million Rupiah) guaranteed with Best Effort. The Bond Underwriting Agreement is a complete agreement that supersedes all previously agreements that may have been made and thereafter no other agreements made by the parties contrary to the Bonds Issuance Agreement. The structure, number of portions and percentage of guarantee amounting to Rp3,603,500,000,000 (three trillion six hundred three billion five hundred million Rupiah guaranteed by Full Commitment is as follows: No. Name Series A Series B Series C Series D Total Percentage (%) Joint Lead Underwriters 1. PT BCA Sekuritas 23,000,000,000 69,000,000,000 35,000,000,000 30,000,000, ,000,000, PT BNI Sekuritas (terafiliasi) 20,000,000, ,000,000, ,000,000, ,000,000, ,000,000, PT CIMB Sekuritas 155,000,000,000 53,000,000,000 40,000,000,000 74,000,000, ,000,000, PT Danareksa Sekuritas (terafiliasi) 98,000,000,000 94,000,000,000 35,000,000, ,000,000, ,000,000, PT DBS Vickers Sekuritas 325,000,000,000 70,000,000,000 20,000,000,000 50,000,000, ,000,000, PT Indo Premier Sekuritas 155,000,000, ,000,000,000 45,000,000, ,000,000, ,000,000, PT Mirae Asset Sekuritas - 1,000,000,000 1,000,000,000-2,000,000, PT Trimegah Sekuritas Tbk. 175,000,000, ,500,000, ,000,000, ,000,000, ,500,000, Total 951,000,000,000 1,005,500,000, ,000,000, ,000,000,000 3,503,500,000, Bond Guarantor 1. PT Mandiri Sekuritas (affiliated) 50,000,000,000 50,000,000, ,000,000, Total 50,000,000,000 50,000,000, ,000,000, Total 1,001,000,000,000 1,055,500,000, ,000,000, ,000,000,000 3,603,500,000, Furthermore the Joint Lead Underwriters who are participating in this Bond Underwriting Agreement have agreed to carry out their duties in accordance with Regulation No. IX.A.7, Attachment to the Decision of the Chairman of Bapepam No. Kep-691/BL/2011 dated December 30, 2011 regarding Subscription and Allotment of Securities in Public Offerings.

5 BONDS SUBSCRIPTION TERMS 1. ELIGIBLE SUBSCRIBERS n citizens and foreign citizens, wherever they reside, as well as n busineses or entities or foreign institutions, wherever they are domiciled, are entitled to buy the Bonds in accordance with the provisions of the local jurisdiction. 2. BOND PURCHASE ORDER Bond purchase orders must be submitted by using the Bond Subscription Forms ("FPPO"), printed for this purpose, which can be obtained at the Joint Lead Underwriters offices as contained in the Prospectus Chapter XIV and any purchase orders submitted can not be canceled by the customer. Bond Purchase Orders that are not in accordance with the provisions stated above will not be accepted. 3. MINIMUM SUBSCRIPTION Bond purchase orders must be for at least Rp5,000,000 (five million Rupiah) or multiples thereof. 4. PUBLIC OFFERING PERIOD The Bond Public Offering Period will be July 4, 2017 beginning at 09:00 pm and will close on July 10, 2017 at WIB. 5. SUBMISSION TIME FOR BOND PURCHASE ORDER Before the Bond Public Offering Period is closed, the buyer must make a Bond purchase order by submitting an FPPO during the applicable working hours of the designated Joint Lead Underwriters as contained in the Prospectus Chapter XIV, at the place where the subscriber obtained the Prospectus and FPPO. 6. EVIDENCE OF BOND PURCHASE ORDER The Joint Lead Underwriter who accepted the Bond purchase order will return 1 (one) signed copy of the FPPO as a receipt for the Bond subscription. The Bond Subscription receipt is not a guarantee for the fullfillment of the order. 7. BOND ALLOTMENT If there is an over-subscription, an allotment will be carried out in accordance with Regulation No. IX.A.7, Attachment to the Decision of Chairman of The Bapepam No. Kep-691/BL/2011 dated December 30, 2011 regarding Subscription and Allotment of Securities in Public Offerings. The allotment will be conducted on July 11, In the event of an over subscription and proof that certain persons filed more than one subscription form for the public offering, either directly or indirectly, therefore for the allotment purpose, the allotment managers will only include one subscription form, which was the first proposed by the subscriber concerned. The Joint Lead Underwriters will submit a Public Offering results report to OJK no later than five (5) Business Days after the Allotment Date as stipulated in Bapepam- LK No. IX.A.2 and OJK Regulation No. 36/POJK.04/2014 regarding Ongoing Public Offering of Debt Securities and / or Sukuk. The Allotment Manager, in this case, PT Indo Premier Sekuritas, will deliver an Accountant s Examination Report to OJK regarding the fairness of the implementation of the allotment based on Bapepam regulation No.VIII.G.12, Bapepam Chairman Decision No. KEP-17/PM/2004 regarding Accountant Examination Guidelines On Booking and Allotment or Distribution of Bonus Shares and Bapepam regulation No.IX.A.7, Bapepam Chairman Decision and LK No. KEP-691/BL/2011 regarding Subscription and Allotment of Securities in Public Offering, no later than 30 (thirty) days after the expiration of the public offering. 8. PAYMENT OF BOND SUBSCRIPTION After receiving notification of the bond allotment result, the buyers must immediately make payment, in cash or by transfer, addressed to the Joint Lead Underwriters, PT BCA Sekuritas, PT BNI Sekuritas, PT CIMB Sekuritas, PT Danareksa Sekuritas, PT DBS Vickers Sekuritas, PT Indo Premier Sekuritas, PT Mirae Asset Sekuritas, and PT Trimegah Sekuritas Tbk., at the latest on July 12, 2017 (in good funds) to the accounts below:

6 Bank Central Asia Menara Korporasi BCA Branch PT BCA Sekuritas PT Bank Negara (Persero) Tbk. Dukuh Bawah Branch PT BNI Sekuritas Bank CIMB Niaga Tbk. Graha Niaga Branch PT CIMB Sekuritas Bank Mandiri Sabang Branch PT Danareksa Sekuritas Bank DBS Jakarta Mega Kuningan Branch PT DBS Vickers Sekuritas Bank Permata Sudirman Jakarta Branch PT Indo Premier Sekuritas Bank Tabungan Negara (Persero) Tbk. Kelapa Gading Square Branch PT Mirae Asset Sekuritas All costs or bank fees or transfer fees shall be borne by the Buyer. Subscriptions will be canceled if payment terms are not fulfilled. 9. ELECTRONIC BOND DISTRIBUTION Bank BCA KH Mas Mansyur Branch PT Trimegah Sekuritas Tbk. The Electronic Bond Distribution will be conducted on July 13, 2017, the Company is required to issue the Jumbo Bond Certificate to be submitted to KSEI and instruct KSEI to credit the Bonds Securities in the Joint Lead Underwriter s Account in KSEI. With the implementation of such instruction, the Bonds distribution is solely the responsibility of the Joint Lead Underwriters and KSEI. Subsequently, the Joint Lead Underwriters instruct KSEI to transfer the Bonds from the Joint Lead Underwriter's Accounts to the Joint Lead Underwriter's Securities Account pursuant to payments being made by the Joint Lead Underwriters under the respective guarantee. With the exercise of the distribution of Bonds to the Joint Lead Underwriters, the responsibility for distribution of the Bonds is solely the responsibility of the Joint Lead Underwriters. 10. BOND REGISTRATION IN COLLECTIVE CUSTODY Bonds offered by the Company through this Public Offering have been registered through KSEI in accordance with the Bond Registration Agreement that has been signed by the Company with KSEI. With the bond being registered in KSEI, for the bonds offered the following provisions shall apply: a. The Company did not issue the bonds in the form of certificates except for the Jumbo Bond certificate that is registered in the name of KSEI for the benefit of the Bondholders. The bonds will be administered electronically in the Collective Custody at KSEI. Furthermore the Bonds will be credited to the Securities Account no later than the issuance date July 13, KSEI will issue a written confirmation to the Securities Company or Custodian Bank as evidence of Bond registration in the Securities Account in KSEI. The written confirmation constitutes legal evidence of ownership for Bond registration in the Securities Account; b. Assignment of ownership of bonds will be made by transfer between Securities Accounts in KSEI, which will then be confirmed to the Account Holders; c. Bondholders registered in the Securities Account are entitled to payment of bond interest, repayment of bond principal, to vote in the RUPO as well as other rights attached to the bonds; d. Bond interest payments and bond principal repayments will be paid by KSEI as Paying Agent on behalf of the Company to the Bond Holders through the Securities Account in accordance with the bond interest payments and bond principal repayments schedule as set out in the Company Trustee Agreement and / or the Paying Agent Agreement. The Bondholders entitled to bond interest payments in the bond interest periods in question are those whose names are registered in the Bondholders Register 4 (four) business days prior to the Interest, unless otherwise determined by KSEI or applicable laws and regulations. e. The right to attend the RUPO by the Bondholders will be by showing the original KTUR issued by KSEI to the Trustee. KSEI will freeze all bonds held in KSEI so that bonds may not be assigned / transferred from 3 (three) Business Days prior to the date of the RUPO (R-3) until the expiration date of the RUPO evidenced by notification of the Trustee. f. Parties who want to make a bond reservation shall open a Securities Account with the Securities Company or Custodian Bank that holds the KSEI Securities Account. 11. PUBLIC OFFERING CANCELLATION In the period between the Registration Statement becoming effective until the expiration of the Public Offering, the Company may defer the Public Offering for a period of 3 (three) months from the Registration Statement becoming effective or Public Offering cancellation, provided there are circumstances beyond the capability and power of the Company, namely : (i) The composite stock price index at the Stock Exchange falls more than 10% (ten percent) for 3 (three) consecutive Trading Days; (ii) Natural disasters, war, riot, fire, strikes that have a significant effect on the continuity of the Company's businesses; and / or (iii) Other events that significantly affect the Company's business continuity. The Company is required to comply with the following requirements: a) to announce the postponement of the Public Offering period or the cancellation of a Public Offering in at least one n language daily which has a national circulation no later than 1 (one) business day after such delay or cancellation. In addition to the obligation to publish in the newspaper, the Company may also publish such information in other mass media; b) submit information regarding the postponement of the Public Offering period or the cancellation of such Shelf Registration Public Offering to OJK on the same day as the announcement referred to in point a); c) submit proof of announcement as referred to in point a) to OJK no later than 1 (one) working day after the announcement; and d) The Company postponing the Public Offering period or cancelling the Shelf Registration Public Offering, in the event that the Securities orders have been paid, the Company is obligated to return the Securities orders to the subscribers not later than 2 (two) working days from the decision of such postponement or cancellation.

7 12. OTHERS The Joint Lead Underwriters reserve the right to accept or reject Bond purchase orders in whole or in part within the applicable provisions. PAYMENT AGENT PT Kustodian Sentral Efek Gedung Bursa Efek, Tower I, Lt. 5 Jl. Jend. Sudirman Kav Jakarta Tel.: (021) Fax.: (021) PROSPECTUS DISSEMINATION AND BOND PURCHASE ORDER FORMS The Bond Prospectus can be obtained from the following Joint Lead Underwriters offices: JOINT LEAD UNDERWRITERS PT BCA Sekuritas Menara BCA Grand Lantai 41 Jl. MH. Thamrin No. 1 Jakarta Tel. (021) Fax. (021) PT BNI Securities Sudirman Plaza, Indofood Tower, Lantai 16 Jl. Jend. Sudirman Kav Jakarta Tel.: (62 21) Fax.: (62 21) PT CIMB Sekuritas Gedung Bursa Efek Tower II, Lantai 11 Jl. Jend. Sudirman Kav Jakarta Tel. : (021) Fax.: (021) PT Danareksa Sekuritas Gedung Danareksa Jl. Merdeka Selatan No.14 Jakarta Tel. (021) Fax. (021) / PT DBS Vickers Sekuritas DBS Bank Tower Ciputra World I Lantai 32 Jl. Prof. Dr. Satrio Kav. 3-5 Jakarta Tel. (021) Fax. (021) PT Indo Premier Sekuritas Wisma GKBI, Lantai 7, Suite 718 Jl. Jend. Sudirman No.28 Jakarta Tel. (021) Fax. (021) PT Mirae Asset Sekuritas Equity Tower, Lantai 50, SCBD Lot 9 Jl. Jend. Sudirman Kav 52-53, Jakarta Selatan Tel. (021) Fax. (021) PT Trimegah Sekuritas Tbk. Gedung Artha Graha Lantai 18 & 19 Jl. Jend. Sudirman Kav Jakarta Tel. : (021) Fax. : (021) PROSPECTIVE INVESTORS ARE ENCOURAGED TO READ MORE ABOUT THE PUBLIC OFFERING CONTAINED IN THE PROSPECTUS