********************************************* NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

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1 ********************************************* NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA Consent Solicitation for US$150,000, % Senior Notes due 2022 (ISIN XS ) (the "2022 Notes") issued by Theta Capital Pte. Ltd. (the Issuer ) and unconditionally and irrevocably guaranteed by PT Lippo Karawaci Tbk (the Company ) and certain subsidiary guarantors Today, the Issuer has offered to pay, or procure that there is paid, certain fees, as an incentive to noteholders to consent to the amendment of certain terms and conditions of the 2022 Notes and the applicable trust deed (the "Consent Fee Offer"), in order to align the terms and conditions of the 2022 Notes with the proposed terms and conditions of the Issuer s new U.S. dollar denominated senior notes due The terms and conditions of the Consent Fee Offer are set out in a consent solicitation memorandum dated January 18, 2016 (the "Consent Solicitation Memorandum"). Noteholders who validly deliver their Consents on or prior to 09:00 hours, January 29, 2016 (the Early Consent Deadline ) will be eligible to receive the Early Consent Fee. Noteholders who validly deliver their Consents after the Early Consent Deadline (but on or prior to the Expiration Date) will be eligible to receive the Late Consent Fee. The Early Consent Fee is per cent. of the principal amount of 2022 Notes for which Consents have been validly delivered, and have not been revoked on or prior to the Early Consent Deadline. The Expiration Date is 09:00 hours (London time) on February 4, 2016, or such later date as notified by the Tabulation Agent to the Noteholders and subject to the right of the Issuer to amend (subject to applicable law), extend, re-open, terminate or withdraw the Consent Fee Offer in accordance with the provisions set forth in the Consent Solicitation Memorandum. The Late Consent Fee is per cent. of the principal amount of 2022 Notes for which Consents have been validly delivered after the Early Consent Deadline. The meeting of the holders of the 2022 Notes is proposed to be held on February 11, 2016 in Hong Kong. The Notice of the Meeting and the Consent Solicitation Memorandum are available for inspection at the registered offices of the Issuer: Theta Capital Pte. Ltd. 8 Robinson Road #03-00 ASO Building Singapore Copies of the Consent Solicitation Memorandum are available from D.F.King as Tabulation Agent under Consent Fee Offer upon request by holders of the 2022 Notes (subject to certain offer restrictions in certain jurisdictions): In London: 125 Wood Street London EC2V 7AN United Kingdom Telephone: D.F.King In Hong Kong: Suite 1601, 16/F, Central Tower 28 Queen s Road Central Central Hong Kong Telephone: # v2

2 Website: sites.dfkingltd.com/lippokarawaci Joint Consent Solicitation Agents Citigroup Global Markets Singapore Pte. Ltd. 8 Marina View #21-00 Asia Square Tower 1 Singapore Contact: Asia Liability Management Tel: liabilitymanagement.asia@citi.com Deutsche Bank AG, Singapore Branch One Raffles Quay #17-00 South Tower Singapore Attention: Liability Management Group Tel (Singapore): Tel (London): liability.management@db.com UBS AG, Singapore Branch One Raffles Quay #50-01 North Tower Singapore Attention: Debt Capital Markets Tel: / ol-lm-asia@ubs.com The 2022 Notes are listed on the Singapore Exchange Securities Trading Limited. Nothing in this announcement constitutes an offer to buy, or a solicitation of an offer to sell, securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. Securities may not be offered or sold in the United States or to, or for the account or benefit of U.S. persons absent registration pursuant to the U.S. Securities Act of 1933, as amended, or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the issuer and its management, as well as financial statements. No money, securities, or other consideration is being solicited by these materials or the information herein and, if sent in response to these materials or the information contained herein, will not be accepted. Dated: January 18, 2016 # v2

3 IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Consent Solicitation Memorandum dated January 18, 2016 (the Consent Solicitation Memorandum ), whether received by or otherwise received as a result of electronic communication, and you are therefore advised to read this disclaimer page carefully before reading, accessing (including through the website of any stock exchange or any other website on which the Consent Solicitation Memorandum may be made available) or making any other use of the Consent Solicitation Memorandum. In accessing the Consent Solicitation Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Citigroup Global Markets Singapore Pte. Ltd., Deutsche Bank AG, Singapore Branch and UBS AG, Singapore Branch as joint consent solicitation agents (the Joint Consent Solicitation Agents ) or D.F.King as the tabulation agent (the Tabulation Agent ) as a result of such access. THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. Confirmation of Your Representation: You have been sent the Consent Solicitation Memorandum at your request and on the basis that: 1. you are a holder or a beneficial owner of the US$150,000, % Senior Notes due 2022 (the 2022 Notes ) issued by Theta Capital Pte. Ltd (the Issuer ) and unconditionally and irrevocably guaranteed by PT Lippo Karawaci Tbk (the Company ), PT Sentra Dwimandiri ( Sentra ), PT Wisma Jatim Propertindo ( Wisma ), PT Megapratama Karya Persada ( Mega ) and PT Primakreasi Propertindo ( Prima, and together with Sentra, Wisma and Mega, the Subsidiary Guarantors ); 2. you are a person to whom it is lawful to send the Consent Solicitation Memorandum or to make an invitation to participate in the Consent Fee Offer (as defined in the Consent Solicitation Memorandum) under applicable laws; 3. you consent to delivery of the Consent Solicitation Memorandum by electronic transmission; and 4. you are not resident or located in the United Kingdom or, if you are resident or located in the United Kingdom, you are (i) an investment professional within the meaning of Article 19(5) or a person falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (ii) a person to whom the Consent Solicitation Memorandum for the purposes of Section 21 of the Financial Services and Markets Act 2000 can otherwise lawfully be communicated. The Consent Solicitation Memorandum has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Company, the Subsidiary Guarantors, the Joint Consent Solicitation Agents or the Tabulation Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic form and the hard copy version available to you on request from the Joint Consent Solicitation Agents or the Tabulation Agent. You are reminded that the Consent Solicitation Memorandum has been sent to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are resident and/or located and you may not, nor are you authorized to, deliver the Consent Solicitation Memorandum to any other person. If you have recently sold or otherwise transferred your entire holding(s) of the 2022 Notes, you should immediately return the Consent Solicitation Memorandum to the bank or other agent from whom you received it. The Consent Solicitation Memorandum should not be distributed, published or reproduced (in whole or in part) or disclosed to any other persons and is, and its contents are, confidential. Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act )) and in any other jurisdiction in which such offer or solicitation would be unlawful. The 2022 Notes, which are the subject of the Consent Solicitation Memorandum, have not been, and will not be, registered under the Securities Act, or the securities laws of any state or jurisdiction of the United States or in any other jurisdiction. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Company, the Subsidiary Guarantors, the Joint Consent Solicitation Agents and the Tabulation Agent to inform themselves about, and to observe, any such restrictions. This Consent Solicitation Memorandum is for distribution only to persons who (i) are 2022 Noteholders and therefore fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order ); (ii) are investment professionals within the meaning of Article 19(5) of the Financial Promotion Order; (iii) are persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of the Financial Promotion Order; (iv) are outside the United Kingdom; or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons ). This Consent Solicitation Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. You are responsible for protecting against viruses and other destructive items: Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

4 CONSENT SOLICITATION MEMORANDUM DATED JANUARY 18, 2016 STRICTLY CONFIDENTIAL THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made to participate in the Consent Fee Offer (as defined below). If you are in any doubt as to the action you should take, you are recommended to seek your own legal, regulatory, tax, business and investment advice immediately from your own advisers, and financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser. Any individual or company whose 2022 Notes (as defined below) are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if they wish to participate in the Consent Fee Offer. None of Theta Capital Pte. Ltd (the Issuer ), PT Lippo Karawaci Tbk (the Company ), Citigroup Global Markets Singapore Pte. Ltd., Deutsche Bank AG, Singapore Branch and UBS AG, Singapore Branch (the Joint Consent Solicitation Agents ), DB Trustees (Hong Kong) Limited (the Trustee ) or D.F.King (the Tabulation Agent ) makes any recommendation as to whether or not holders of 2022 Notes (as defined below) (the Noteholders ) should participate in the Consent Fee Offer. This Consent Solicitation Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. If you have recently sold or otherwise transferred your entire holding of 2022 Notes (as defined below), you should immediately return this Consent Solicitation Memorandum to the bank or other agent from whom you received it. THETA CAPITAL PTE. LTD. (incorporated in the Republic of Singapore with limited liability) Consent Fee Offer to pay a Consent Fee to the holders of US$150,000, PER CENT. SENIOR NOTES DUE 2022 ISSUED BY THETA CAPITAL PTE. LTD. (incorporated in the Republic of Singapore with limited liability) UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY PT LIPPO KARAWACI TBK (incorporated in the Republic of Indonesia with limited liability) AND CERTAIN OF ITS SUBSIDIARIES on April 11, 2014 and listed on the Singapore Exchange Securities Trading Limited ( SGX-ST ) (the 2022 Notes ) Common Code: ISIN: XS THIS CONSENT FEE OFFER WILL EXPIRE AT 09:00 HOURS (LONDON TIME) ON FEBRUARY 4, 2016, UNLESS EXTENDED (SUCH DATE AND TIME, AS MAY BE EXTENDED, THE EXPIRATION DATE ). NOTEHOLDERS MUST VALIDLY DELIVER THEIR CONSENTS ON OR PRIOR TO 9:00 HOURS (LONDON TIME), ON JANUARY 29, 2016, UNLESS AMENDED (SUBJECT TO APPLICABLE LAW), EXTENDED, RE-OPENED, TERMINATED OR WITHDRAWN BY US (SUCH TIME AND DATE, THE EARLY CONSENT DEADLINE ) IN ORDER TO RECEIVE THE EARLY CONSENT FEE (AS DEFINED BELOW). NOTEHOLDERS THAT VALIDLY DELIVER THEIR CONSENTS AFTER THE EARLY CONSENT DEADLINE AND AT OR PRIOR TO 9:00 HOURS (LONDON TIME), ON FEBRUARY 4, 2016 WILL ONLY BE ELIGIBLE TO RECEIVE THE LATE CONSENT FEE (AS DEFINED BELOW), UNLESS AMENDED (SUBJECT TO APPLICABLE LAW), EXTENDED, RE- OPENED, TERMINATED OR WITHDRAWN BY US. The Issuer is offering to pay, or procure to be paid, the Consent Fee (as defined below) to Noteholders who submit, or arrange to have submitted on their behalf, voting instructions in favor of the extraordinary resolutions (the Extraordinary Resolutions ) to amend certain terms and conditions of the 2022 Notes (the Consents ) (the Consent Fee Offer ). The Consent Fee Offer is being made upon the terms and subject to the conditions set forth in this Consent Solicitation Memorandum. Concurrently, by way of, and subject to the terms contained in, consent solicitation memorandum dated the date hereof, the Issuer has offered to pay, or procure to get paid, a consent fee to holders of its 6.125% Senior Notes due 2020 (the 2020 Notes ), in order to align the terms and conditions of the 2020 Notes with the proposed terms and conditions of the 2023 Notes. The Consent Fee Offer is not conditional on the completion of the consent solicitation with respect to the 2020 Notes. Concurrently, the Issuer has invited all eligible holders of the Issuer s 7.0% Senior Notes due 2019 (the 2019 Notes ) (subject to offer restrictions) to offer to exchange any or all of their 2019 Notes for US dollar denominated fixed rate notes due 2023 (the 2023 Notes ) to be issued by the Issuer and to be listed on the SGX-ST (subject to approval being obtained from the SGX-ST) (the Exchange Offer ). In addition, concurrently with such Exchange Offer, the Issuer is making an offer to sell additional notes which will be consolidated and form a single series with the 2023 Notes. Concurrently, by way of, and subject to the terms contained in, a consent solicitation memorandum dated the date hereof, the Issuer has offered to pay, or procure to be paid, a consent fee to holders of the 2019 Notes who do not participate in the Exchange Offer to remove substantially all of the restrictive covenants, and to amend certain of the events of defaults, in the 2019 Notes. This Consent Fee Offer is not conditional on the completion of the Exchange Offer or the consent solicitation in relation to the 2019 Notes. The principal purpose of the Consent Fee Offer is to bring the 2022 Notes into conformity with the terms of the 2023 Notes. See Proposal, The Proposed Amendments and Form of Notice of Meeting. The Issuer is also concurrently soliciting consents to make similar amendments to the Issuer s 6.125% Senior Notes due 2020 (the 2020 Notes ) issued on November 14, 2012 and January 14, Subject to the fulfilment, or waiver by the Issuer, of all of the conditions to the Consent Fee Offer, the Consent Fee will be paid in cash on the Settlement Date (as defined below) and will be equal to (i) per cent. of the principal amount of 2022 Notes in respect of which Consents have been delivered on or prior to the Early Consent Deadline (the Early Consent Fee ) and (ii) per cent. of the principal amount of 2022 Notes in respect of which Consents have been delivered after the Early Consent Deadline (the Late Consent Fee ) but on or before the Expiration Date. Questions and requests for assistance in connection with the Consent Fee Offer may be directed to the Joint Consent Solicitation Agents and questions and requests for assistance in connection with the delivery of the Electronic Instruction (as defined below) may be directed to the Tabulation Agent whose contact details appear on the last page of this Consent Solicitation Memorandum. This Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Fee Offer. The Issuer may, in its sole discretion, amend (subject to applicable law or as otherwise provided herein), extend, re-open, terminate or withdraw the Consent Fee Offer at any time prior to the conditions of the Consent Fee Offer being satisfied or waived in full. Details of any amendment, extension, re-opening, termination or withdrawal will be notified to Noteholders as soon as possible after it takes place. Prior to making a decision as to whether to participate in the Consent Fee Offer, Noteholders should carefully consider all of the information in this Consent Solicitation Memorandum. Noteholders who wish to participate in the Consent Fee Offer must submit voting instructions in the form of an Electronic Instruction. In addition to the General Conditions relating to the Consent Fee Offer set forth herein, the Consent Fee Offer is conditional upon the Extraordinary Resolutions (as defined below) having been duly passed at the Meeting of Noteholders (as defined below). Noteholders who have voted in favor of the Extraordinary Resolutions other than by way of a valid Electronic Instruction, or who have voted against the Extraordinary Resolutions, are not entitled to participate in the Consent Fee Offer in respect of those same 2022 Notes which are the subject of that voting instruction. In the event that the Extraordinary Resolutions are duly passed at the Meeting of Noteholders but the Consent Fee (if any) is not paid by, or on behalf of, the Issuer to the Clearing Systems on or prior to the Settlement Date, the Proposal (as defined below) will not become effective. By submitting an Electronic Instruction, each Noteholder will be giving instructions to the relevant Clearing System to appoint the Principal Paying Agent for the 2022 Notes to vote in favor of the Extraordinary Resolutions at the Meeting of Noteholders or any adjournment thereof in respect of the full principal amount of 2022 Notes which are the subject of such Electronic Instruction. The Extraordinary Resolutions provide for the amendment of certain terms and conditions of the 2022 Notes (see Terms of the Consent Fee Offer and the Proposal Proposal and Form of Notice of Meeting ). Lead Consent Solicitation Agent Citigroup Joint Consent Solicitation Agents Citigroup Deutsche Bank UBS

5 IMPORTANT NOTICE Each of the Issuer and the Company, having made all reasonable enquiries, confirms that this Consent Solicitation Memorandum, contains all information with respect to the Consent Fee Offer which is material in the context of the Consent Fee Offer; that the information contained in this Consent Solicitation Memorandum relating to the Consent Fee Offer is true and accurate in all material respects and is not misleading; that the opinions and intentions expressed herein in relation to such information are honestly held, are based on information presently available to each of the Issuer and the Company and are based on reasonable assumptions and that there are no other facts in relation to the Consent Fee Offer the omission of which would, in the context of the Consent Fee Offer, make any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Issuer and the Company accepts responsibility accordingly. Each Noteholder must make its own decision as to whether to participate in the Consent Fee Offer. Each Noteholder is solely responsible for making its own independent appraisal of all matters including those relating to the Consent Fee Offer (including the aggregate principal amount of 2022 Notes for which voting instructions are to be delivered pursuant to the Consent Fee Offer), the Issuer and the Company. The Tabulation Agent is the agent of the Issuer and owes no duty to any Noteholder. No person has been authorized to give any information or to make any representation about the Consent Fee Offer other than those contained in this Consent Solicitation Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer, the Company, the Joint Consent Solicitation Agents, the Tabulation Agent or any of their respective agents. Before each Noteholder makes its own decision as to whether or not to participate in the Consent Fee Offer, it should: (i) consult with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessary; (ii) review this Consent Solicitation Memorandum; (iii) review all information, records, filings and documents (including those concerning the Group (as defined below) that it believes is necessary or appropriate in connection with the Consent Fee Offer; and (iv) make its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed necessary and not upon any view expressed by or on behalf of the Joint Consent Solicitation Agents. Noteholders may not rely on any investigation that the Joint Consent Solicitation Agents have conducted with respect to the Consent Fee Offer, this Consent Solicitation Memorandum, the Company or any of its subsidiaries or affiliates (the Company, together with its subsidiaries, the Group ). The Joint Consent Solicitation Agents do not make any representation or recommendation to the Noteholders, express or implied, with respect to the Consent Fee Offer, this Consent Solicitation Memorandum, the Proposal or the condition, financial or otherwise, of the Company or its subsidiaries or affiliates or as to any other matters relating thereto or in connection therewith. The Joint Consent Solicitation Agents have not independently verified any of the information contained in this Consent Solicitation Memorandum. The Joint Consent Solicitation Agents do not make any representation or warranty, express or implied, and Joint Consent Solicitation Agents shall not have any liability or responsibility to the Noteholders for the accuracy, completeness or truth of the information contained in this Consent Solicitation Memorandum, whether the disclosure of the information in this Consent Solicitation Memorandum has been disclosed in breach of any confidentiality or similar undertaking, covenant or agreement and/or in breach of any other applicable law, the effectiveness, validity or enforceability of any agreement or other document entered into by or provided to the Noteholders in connection with the Consent Fee Offer or any nonperformance by any party to any of them, or the financial condition of the Company or any of its subsidiaries or affiliates or any other aspect of the Consent Fee Offer, and the Joint Consent Solicitation Agents do not owe or shall not owe any duty whatsoever to the Noteholders in connection with the Consent Fee Offer. The Joint Consent Solicitation Agents shall not have any obligation to support any losses directly or indirectly sustained or incurred by any Noteholder for any reason whatsoever in connection with the Consent Fee Offer, including the non-performance by the Issuer, the Company and/or the Subsidiary Guarantors of any of their obligations, whether to the Noteholders or otherwise. The Trustee expresses no view on the merits of the Consent Fee Offer but it has authorized it to be stated that the Trustee has no objection to the Consent Fee Offer being put to holders of the 2022 Notes. The Trustee has not been involved in negotiating the Consent Fee Offer and makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to this Consent Solicitation Memorandum. i

6 None of the Joint Consent Solicitation Agents, the Trustee or the Tabulation Agent makes any recommendation as to whether or not Noteholders should participate in the Consent Fee Offer. The Consent Fee Offer does not constitute an offer to Noteholders to submit, or arrange to have submitted on their behalf, Consents (as defined below) in any circumstances in which such offer is unlawful. In those jurisdictions where the securities or other laws or regulations require the Consent Fee Offer to be made by a licensed broker or dealer, the Consent Fee Offer shall be deemed to be made on behalf of the Joint Consent Solicitation Agents or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of the delivery of this Consent Solicitation Memorandum or any participation in the Consent Fee Offer by a Noteholder, under any circumstances, create any implication that the information contained herein is current as at any time subsequent to the date of such information or that there has been no change in the information set forth herein or in the affairs of the Issuer, the Company or the Group since the date of this Consent Solicitation Memorandum. The Joint Consent Solicitation Agents are entitled to hold positions in the 2022 Notes. The Joint Consent Solicitation Agents are entitled to continue to own or dispose of, in any manner they may elect, any 2022 Notes they may beneficially own as at the date of this Consent Solicitation Memorandum or, from such date, to acquire further 2022 Notes, subject to applicable law. The Joint Consent Solicitation Agents have no obligation to the Issuer or the Company to give voting instructions in respect of 2022 Notes beneficially owned by it in connection with the Consent Fee Offer. Conventions which apply to this Consent Solicitation Memorandum In this Consent Solicitation Memorandum, unless otherwise specified or the context otherwise requires, all references to Indonesia are references to the Republic of Indonesia. References to US dollars or US$ are to United States dollars, the lawful currency of the United States. ii

7 TABLE OF CONTENTS Page Summary of the Consent Fee Offer... 1 Expected Timetable of Events... 2 Definitions... 3 Certain Significant Considerations... 5 Terms of the Consent Fee Offer and the Proposal... 7 Procedures relating to Participation in the Consent Fee Offer... 9 General Conditions relating to the Consent Fee Offer The Proposed Amendments Form of Notice of Meeting iii

8 SUMMARY OF THE CONSENT FEE OFFER The Issuer is offering to pay, or procure to be paid, the Consent Fee (as defined below) to Noteholders who submit, or arrange to have submitted on their behalf, voting instructions, by way of an Electronic Instruction, in favor of the Extraordinary Resolutions (the Consents ). Any such instruction submitted will constitute instructions to the relevant Clearing System to appoint the Principal Paying Agent for the 2022 Notes to vote as proxy in favor of the Extraordinary Resolutions at the Meeting of Noteholders and any adjournment thereof in respect of the full principal amount of the 2022 Notes stated therein. In addition to the General Conditions relating to the Consent Fee Offer set forth herein, the Consent Fee Offer is conditional upon the Extraordinary Resolutions having been duly passed at the Meeting of Noteholders. The Consent Fee Offer is being made upon the terms and subject to the conditions set forth in this Consent Solicitation Memorandum. Subject to the fulfilment, or waiver by the Issuer, of all of the conditions to the Consent Fee Offer, the Consent Fee will be paid in cash on the Settlement Date (as defined below) and will be equal to per cent. of the principal amount of 2022 Notes in respect of which Consents have been delivered on or prior to the Early Consent Deadline and per cent. of the principal amount of 2022 Notes in respect of which Consents have been delivered after the Early Consent Deadline. In addition to the General Conditions relating to the Consent Fee Offer set forth herein, the Consent Fee Offer is conditional upon the Extraordinary Resolutions having been duly passed at the Meeting of Noteholders. In the event that the Extraordinary Resolutions are duly passed at the Meeting of Noteholders but the Consent Fee (if any) is not paid by, or on behalf of, the Issuer to the Clearing Systems on or prior to the Settlement Date, the Proposal will not become effective. The Consent Fee Offer will commence on January 18, 2016 and will expire at 09:00 hours (London time) on February 4, 2016, unless the period for the Consent Fee Offer is amended (subject always to applicable law), extended, re-opened, terminated or withdrawn as described herein. References in this Consent Solicitation Memorandum to Consent Fee Offer mean the offer by the Issuer to pay, or procure to be paid, the Consent Fee to Noteholders who submit, or arrange to have submitted on their behalf, Consents in accordance with the terms and conditions set forth herein. 1

9 EXPECTED TIMETABLE OF EVENTS Set out in this section is the proposed timetable applicable to the Consent Fee Offer. The following timetable assumes that the Meeting of Noteholders is quorate on the date on which it is first held and, accordingly, no adjourned Meeting of Noteholders is required. In the event that the Meeting of Noteholders is inquorate on the date on which it is first held and an adjourned Meeting of Noteholders is convened, the Settlement Date will not occur until after such adjourned Meeting of Noteholders and the actual timetable may differ significantly from the expected timetable set out below. Noteholders should note that the 2022 Notes for which an Electronic Instruction has been delivered will remain blocked in the relevant Clearing System until the Settlement Date. In addition, the times and dates below are for indicative purposes only and subject to any amendment (subject to applicable law) or extension, see General Conditions relating to the Consent Fee Offer. Events Expected Dates and (if relevant) Times Unless otherwise stated, all times are London Time Commencement of the Offer Period January 18, 2016 Consent Fee Offer announced and notice of the Consent Fee Offer submitted to the Clearing Systems and submitted for release via SGXNET. Consent Solicitation Memorandum available. Notice of Meeting of Noteholders submitted to the Clearing Systems and submitted for release via SGXNET. Early Consent Deadline 09:00 hours, January 29, 2016 Early Consent Deadline for the Consent Fee Offer: last day and time on which Noteholders who validly deliver Consents are eligible to receive the Early Consent Fee. Noteholders who validly deliver Consents thereafter are only eligible to receive the Late Consent Fee. Noteholders should note that the Clearing Systems may impose an earlier deadline on Noteholders for delivering such Consents (see below). Expiration Date and Consent Fee Deadline 09:00 hours, February 4, 2016 Deadline for receipt of all Electronic Instructions. End of Offer Period. Last date and time for Noteholders to participate in the Consent Fee Offer. Deadline for giving voting instructions in relation to the Meeting of Noteholders. Noteholders should note that the Clearing Systems may impose an earlier deadline on Noteholders for giving such voting instructions. Meeting of Noteholders 09:00 hours, February 11, 2016 Announcement of Result of Meeting of Noteholders On or around February 11, 2016 Notice of result of Meeting of Noteholders (if quorate) or notice of adjourned meeting (if inquorate) given through the Clearing Systems. Announcement submitted for release via SGXNET. Settlement No later than February 16, 2016 Payment of the Consent Fee. Announcement submitted for release via SGXNET after the payment of the Consent Fee. Noteholders are advised to check with the bank, securities broker or other intermediary through which they hold their 2022 Notes whether such intermediary would require receiving instructions to participate in, or withdraw their instruction to participate in, the Consent Fee Offer prior to the deadlines set out above. 2

10 DEFINITIONS Capitalized terms used but not defined in this Consent Solicitation Memorandum shall, unless the context otherwise requires, have the meanings set out in the terms and conditions of the 2022 Notes Notes... US$150,000, per cent. Senior Notes due 2022 of the Issuer unconditionally and irrevocably guaranteed by the Company and the Subsidiary Guarantors, issued on April 11, 2014 (Common Code: and ISIN: XS ). As at the date of this Consent Solicitation Memorandum, the aggregate principal amount of the 2022 Notes outstanding is US$150,000,000. Business Day... Clearing Systems... Clearstream, Luxembourg... Consent Fee... A day other than a Saturday or a Sunday or a public holiday on which commercial banks and foreign exchange markets are open for business in London, Hong Kong and Jakarta. Euroclear and Clearstream, Luxembourg. Clearstream Banking, société anonyme. Early Consent Fee and Late Consent Fee. In addition to the General Conditions relating to the Consent Fee Offer set forth herein, the Consent Fee Offer is conditional upon the Extraordinary Resolutions having been duly passed at the Meeting of Noteholders. Consents... Voting instructions in favor of the Extraordinary Resolutions. Direct Participant... Early Consent Fee... Early Consent Deadline... Electronic Instruction... Euroclear... Each person who is shown in the records of Euroclear or Clearstream, Luxembourg as a Noteholder. The consent fee of per cent. of the principal amount of 2022 Notes for which Consents have been validly delivered, and have not been revoked on or prior to the Early Consent Deadline. 09:00 hours (London time) on January 29, 2016, or such later date as notified by the Tabulation Agent to the Noteholders and subject to the right of the Issuer to amend (subject to applicable law), extend, re-open, terminate or withdraw the Consent Fee Offer in accordance with the provisions set forth herein. The electronic consent and blocking instruction (to the effect set out in Procedures relating to Participation in the Consent Fee Offer ) which must be submitted by Direct Participants in accordance with the requirements of the relevant Clearing System in order to participate in the Consent Fee Offer. Euroclear Bank S.A./N.V. 3

11 Expiration Date and Consent Fee Deadline... Extraordinary Resolutions... Joint Consent Solicitation Agents... Late Consent Fee... Offer Period... Proposal... 09:00 hours (London time) on February 4, 2016, or such later date as notified by the Tabulation Agent to the Noteholders and subject to the right of the Issuer to amend (subject to applicable law), extend, re-open, terminate or withdraw the Consent Fee Offer in accordance with the provisions set forth herein. The extraordinary resolutions of Noteholders to amend certain terms and conditions of the 2022 Notes, as set out in Form of Notice of Meeting. Citigroup Global Markets Singapore Pte. Ltd., Deutsche Bank AG, Singapore Branch and UBS AG, Singapore Branch. The consent fee of per cent. of the principal amount of 2022 Notes for which Consents have been validly delivered after the Early Consent Deadline but on or before the Expiration Date. From the commencement of the Consent Fee Offer on January 18, 2016 until the expiration of the Consent Fee Offer at 09:00 hours (London time) on the Expiration Date. The solicitation for Noteholders Consents, or valid and affirmative instructions to authorize the Principal Paying Agent for the 2022 Notes to attend the Meeting of Noteholders as proxy for such Noteholders and vote in favor of, the Extraordinary Resolutions. See Terms of the Consent Fee Offer and the Proposal Proposal and Form of Notice of Meeting. Settlement Date... No later than February 16, Subsidiary Guarantors... Tabulation Agent... Trustee... PT Sentra Dwimandiri, PT Wisma Jatim Propertindo, PT Megapratama Karya Persada and PT Primakreasi Propertindo. D.F.King. DB Trustees (Hong Kong) Limited. 4

12 CERTAIN SIGNIFICANT CONSIDERATIONS In deciding whether to deliver its Consent, each Noteholder should consider carefully, in addition to the other information contained in this Consent Solicitation Memorandum, the following: Effect of the Proposed Amendments on non-consenting Noteholders Noteholders who do not timely consent to the Proposed Amendments prior to the Expiration Date will not be eligible to receive any Consent Fee even if the Proposed Amendments are made. Although bound by the Proposed Amendments, non-consenting Noteholders will not be entitled to any Consent Fee. Non-consenting Noteholders of the 2022 Notes (whether or not they affirmatively objected to the Proposed Amendments) will not be entitled to any rights of appraisal or similar rights of dissenters with respect to the adoption of the Proposed Amendments. Effect of failure of Extraordinary Resolutions to be duly passed In addition to the General Conditions relating to the Consent Fee Offer set forth herein, the Consent Fee Offer is conditional upon the Extraordinary Resolutions having been duly passed at the Meeting of Noteholders. Conditions to the consummation of the Consent Solicitation In addition to the Extraordinary Resolutions having been duly passed at the Meeting of Noteholders, the Consent Fee Offer is conditional upon the satisfaction or waiver of the General Conditions set forth in this Consent Solicitation Memorandum. There can be no assurance that such conditions, some of which are out of our control, will be met or waived. See General Conditions Relating to the Consent Fee Offer. The ability of Noteholders to validly revoke Consents is limited Consents delivered pursuant to the Consent Solicitation may not be validly revoked, except under the limited circumstances described under Amendment or Termination. In addition, the Issuer may, in its sole discretion, subject to applicable law, amend the terms and conditions of the Consent Fee Offer. Acceptance for payment of the delivered Consents is subject to the satisfaction or waiver of certain conditions to the Consent Solicitation. Therefore, Noteholders that submitted their Consents may be required to wait for an extended period of time before receiving any Consent Fee and may not have the ability to revoke such Consents during that time. Responsibility for complying with the procedures of the Consent Solicitation Noteholders are responsible for complying with all of the procedures for submitting Consents. None of the Issuer, the Joint Consent Solicitation Agents, the Tabulation Agent or the Trustee assumes any responsibility for informing Noteholders of irregularities with respect to any Consent. Responsibility for assessing the merits of the Consent Solicitation Each Noteholder is responsible for assessing the merits of the Consent Solicitation. None of the Issuer, the Joint Consent Solicitation Agent, the Tabulation Agent or the Trustee nor any director, officer, employee, agent or affiliate of any thereof, has made or will make any assessment of the merits of the Consent Solicitation or of the impact of the Consent Solicitation on the interests of the Noteholders either as a class or as individuals or makes any recommendation as to whether a Noteholder should consent to any of the Proposed Amendments. Certain tax considerations In view of the number of different jurisdictions where tax laws may apply to a Noteholder, this Consent Solicitation Memorandum does not discuss the tax consequences of the Consent Solicitation to Noteholders. Noteholders are urged to consult their own independent financial or other professional advisers regarding possible tax consequences under the laws of the jurisdictions that apply to them or to the Consent Solicitation in particular. Noteholders are liable for their own taxes and have no recourse to us, the Guarantors, the Joint Consent Solicitation Agents, the Tabulation Agent or the Trustee with respect to taxes arising in connection with the Consent Solicitation. 5

13 2022 Notes for which Consents are delivered will be blocked from trading until the earliest of the completion of the Meeting of Noteholders or any adjournment thereof, the date on which Noteholders withdraw such Consents and the date on which the Consent Solicitation is terminated or withdrawn. The Electronic Instruction by which Noteholders are to deliver their Consents will include an authorization of Euroclear or Clearstream, as the case may be, to block the 2022 Notes for which Consents are delivered in the account of the Direct Participant so that no transfers may be effected in relation to such 2022 Notes at any time from and including the date on which the Noteholder submits its Electronic Instruction until the earliest of the completion of the Meeting of Noteholders or any adjournment thereof and the prior termination or withdrawal of the Consent Solicitation by the Issuer or, in the case the Consent has been revoked, the date on which such Consent is validly revoked. In the period of time during which 2022 Notes are blocked pursuant to the foregoing procedures for delivering Consents, Noteholders may be unable to promptly liquidate their 2022 Notes or timely react to adverse trading conditions and could suffer losses as a result of these restrictions on transferability. 6

14 TERMS OF THE CONSENT FEE OFFER AND THE PROPOSAL Introduction to, and Rationale for, the Consent Fee Offer The Issuer is offering to pay, or procure to be paid, the applicable Consent Fee to Noteholders who submit, or arrange to have submitted on their behalf, Consents. The purpose of the Consent Fee Offer is to solicit Consents to amend certain terms and conditions of the 2022 Notes to bring the 2022 Notes into conformity with the terms of the 2023 Notes. See Proposal, The Proposed Amendments and Form of Notice of Meeting. The Consent Fee Offer will commence on January 18, 2016 and end at 09:00 hours (London time) on February 4, 2016, unless amended (subject to applicable law), extended, re-opened, terminated or withdrawn by the Issuer. Noteholders are invited to submit voting instructions for any or all of their 2022 Notes in favor of the Extraordinary Resolutions from January 18, 2016 up to 09:00 hours (London time) on February 4, 2016, subject to earlier deadlines set by the Clearing Systems. Subject to the fulfilment, or waiver by the Issuer, of all of the conditions to the Consent Fee Offer, the Consent Fee will be paid in cash on the Settlement Date (as defined below) and will be equal to per cent. of the principal amount of 2022 Notes in respect of which Consents have been delivered on or prior to the Early Consent Deadline and per cent. of the principal amount of 2022 Notes in respect of which Consents have been delivered after the Early Consent Deadline. Terms of the Consent Fee Offer In addition to the General Conditions relating to the Consent Fee Offer set forth herein, the Consent Fee Offer is conditional upon the Extraordinary Resolutions having been duly passed at the Meeting of Noteholders. In the event that the Extraordinary Resolutions are duly passed at the Meeting of Noteholders but the Consent Fee (if any) is not paid by, or on behalf of, the Issuer to the Clearing Systems on or prior to the Settlement Date, the Proposal will not become effective. The Settlement Date is expected to be no later than February 16, 2016, on which date the Issuer will pay, or procure to be paid, the Consent Fee to all Direct Participants who have delivered valid Consents with respect to the 2022 Notes, and have not revoked such Consents on or prior to the Expiration Date, subject to the fulfilment, or waiver by the Issuer, of all of the conditions precedent to the Consent Fee Offer. The Issuer shall notify the Tabulation Agent as soon as reasonably practicable, but in any event prior to 10:00 hours (London time) on the Settlement Date whether the conditions precedent to the consummation of the Consent Fee Offer have been fulfilled or waived by the Issuer. The Tabulation Agent will calculate the Consent Fee due to each Noteholder under the Consent Fee Offer on the basis of the 2022 Notes for which Consents have been validly delivered by such Noteholder pursuant to the Consent Fee Offer on or prior to the Consent Fee Deadline and such calculation, absent manifest error, shall be final and binding on all Noteholders. If any Consents delivered in the Consent Fee Offer are rejected in accordance with the terms of the Consent Fee Offer, the Noteholder will not be entitled to participate in the Consent Fee Offer with respect to the 2022 Notes to which such rejected Consents relate. The Consent Fee Offer shall be governed by and construed in accordance with English law. Irrevocability of Consents Noteholders may not revoke their Consents with respect to the 2022 Notes or any portion of the 2022 Notes to which such Consents relate except in the limited circumstances described in Amendment or Termination. Noteholders are advised to check with the bank, securities broker or any other intermediary through which they hold their 2022 Notes whether such intermediary would require to receive instructions to participate in, or withdraw their instruction to participate in, the Consent Fee Offer prior to the deadlines specified in this Consent Solicitation Memorandum (refer to Procedures relating to participation in the Consent Fee Offer below). 7

15 Proposal A Meeting of Noteholders will be convened by the Issuer in order for the Noteholders to consider, and if thought fit, pass the Extraordinary Resolutions (the Meeting of Noteholders ) to amend certain terms and conditions of the 2022 Notes. By submitting an Electronic Instruction, each Noteholder will instruct the relevant Clearing System to appoint the Principal Paying Agent for the 2022 Notes to vote in favor of the Extraordinary Resolutions at the Meeting of Noteholders and any adjournment thereof in respect of the full principal amount of 2022 Notes specified in such Electronic Instruction. If passed and if it becomes unconditional, the Extraordinary Resolutions will amend certain terms and conditions of the 2022 Notes. The amendments will amend certain provisions of the terms and conditions of the 2022 Notes to bring the 2022 Notes into conformity with the terms of the 2023 Notes. See The Proposed Amendments and Form of Notice of Meeting below. A meeting of Noteholders may be convened on 21 calendar days notice (excluding the date on which notice is given and the date on which the meeting is to be held). In the event that a sufficient quorum is not obtained at the first meeting, an adjourned meeting will be convened to take place not less than 14 calendar days after the first meeting. Noteholders submitting an Electronic Instruction will not be required to attend the meeting in person in order to vote because the Principal Paying Agent for the 2022 Notes will vote on their behalf. For further information on the Extraordinary Resolutions and the procedure for voting at the Meeting, see Form of Notice of Meeting below. Announcements The following information will be made public through the Clearing Systems, and (other than the launch of the Consent Fee Offer) by announcement released via SGXNET and at the offices of the Tabulation Agent in London upon release (the times and dates below are indicative only): Events Expected Dates Launch of the Consent Fee Offer... January 18, 2016 Notice to convene Meeting of Noteholders... January 18, 2016 After Meeting of Noteholders: Results of Meeting of Noteholders... On or around February 11, 2016 Settlement... No later than February 16, 2016 Additionally, Noteholders may contact the Joint Consent Solicitation Agents at the telephone number on the back cover of this Consent Solicitation Memorandum for more information. 8

16 PROCEDURES RELATING TO PARTICIPATION IN THE CONSENT FEE OFFER A Noteholder wishing to participate in the Consent Fee Offer must submit, or arrange to have submitted on its behalf, an Electronic Instruction in respect of the Consent Fee Offer in accordance with the requirements of the relevant Clearing System and in the manner specified hereafter. 1. PARTICIPATION IN THE CONSENT FEE OFFER A Noteholder wishing to participate in the Consent Fee Offer must submit, or arrange to have submitted on its behalf, at or before 09:00 hours (London time) on the Expiration Date and before the deadlines set by each Clearing System (unless the Consent Fee Offer is terminated earlier), a duly completed Electronic Instruction to the relevant Clearing System. The submission of a voting instruction in favor of the Extraordinary Resolutions pursuant to the Consent Fee Offer will be deemed to have occurred upon receipt by the relevant Clearing System of a valid Electronic Instruction in accordance with the requirements of such Clearing System. The receipt of such Electronic Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of 2022 Notes in the relevant Clearing System so that no transfers may be effected in relation to such 2022 Notes. By submitting an Electronic Instruction in respect of the Consent Fee Offer, the relevant Noteholder will be deemed to have confirmed (i) that he wishes to participate in the Consent Fee Offer, (ii) the name of the holder or the relevant Direct Participant and the securities account number at the relevant Clearing System in which the 2022 Notes are held, (iii) that any Consent Fee payments are to be credited to the cash account number at the relevant Clearing System in which the 2022 Notes are held and (iv) that he is instructing the relevant Clearing System to appoint the Principal Paying Agent for the 2022 Notes to vote in favor of the Extraordinary Resolutions at the Meeting of Noteholders and any adjournment thereof in respect of the full principal amount of the 2022 Notes stated in such Electronic Instruction. There are no guaranteed delivery procedures provided by the Issuer in connection with the Consent Fee Offer. Noteholders who have voted against the Extraordinary Resolutions, are not entitled to participate in the Consent Fee Offer in respect of those same 2022 Notes which are the subject of that voting instruction. In the event that the Extraordinary Resolutions are duly passed at the Meeting of Noteholders but the Consent Fee (if any) is not paid by, or on behalf of, the Issuer to the Tabulation Agent on or prior to the Settlement Date, the Proposal will not become effective. 2. BLOCKING AND SUBMISSION OF ELECTRONIC INSTRUCTIONS Noteholders must take the appropriate steps through the relevant Clearing System so that no transfers may be effected in relation to such blocked 2022 Notes at any time after such date, in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System. By blocking such 2022 Notes in the relevant Clearing System, each Noteholder will be deemed to consent to have the relevant Clearing System provide details concerning such holder s identity to the Tabulation Agent. Only Direct Participants may submit Electronic Instructions. If you are not a Direct Participant, you must arrange for the Direct Participant through which you hold your 2022 Notes to submit an Electronic Instruction on your behalf to the relevant Clearing System prior to the deadlines specified by the relevant Clearing System (unless the Consent Fee Offer is terminated earlier). The Noteholders that hold 2022 Notes in the name of a broker, dealer, bank, trust company or other nominee or custodian should contact such entity sufficiently in advance of the Expiration Date if they wish to participate in the Consent Fee Offer and procure that their 2022 Notes are blocked in accordance with the normal procedures of the relevant Clearing System and the deadlines imposed by such Clearing System. 3. REVOCATION The giving by a Noteholder, or the relevant Direct Participant on its behalf, of a Consent may not be revoked by such Noteholder, or such Direct Participant, as the case may be, except under the limited circumstances described under Amendment or Termination. 9