********************************************* 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 Exchange Offer and Consent Solicitation for US$250,000, % Senior Notes due 2019 (ISIN XS ) (the "2019 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 proposed, by means of an invitation to noteholders, for noteholders to offer their 2019 Notes in exchange for new U.S. dollar denominated senior notes due 2023 ( New Notes ) to be issued by the Issuer and guaranteed by the Company and certain subsidiary guarantors (the "Exchange Offer"). The purpose of the Exchange Offer is to enable the Company to extend its consolidated debt maturity profile. Concurrently with the Exchange Offer, the Issuer has issued a notice dated January 18, 2016 convening a meeting of holders of the 2019 Notes (the Notice of Meeting ). In the Notice of Meeting, the Issuer has set out an offer 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 2019 Notes and the applicable trust deed (the "Consent Fee Offer"), which would remove substantially all of the restrictive covenants and all of the reporting requirements and amend certain of the events of default of the terms and conditions of the 2019 Notes. Noteholders cannot participate in both the Exchange Offer and the Consent Fee Offer in respect of the same holding of 2019 Notes. The terms and conditions of the Exchange Offer are set out in an exchange offer memorandum dated January 18, 2016 (the "Exchange Offer Memorandum") and 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 submit their 2019 Notes for exchange on or prior to 09:00 hours, January 29, 2016 (the Early Exchange Deadline ) will be eligible to receive the Exchange Consideration based on the Early Exchange Price (defined below). Noteholders validly submits their 2019 Notes for exchange after the Early Exchange Deadline (but on or prior to 09:00 hours, February 4, 2016 (the Expiration Date )) will be eligible to receive the Exchange Consideration based on the Late Exchange Price (defined below). No less than four business days prior to the Early Exchange Deadline, the minimum yield to maturity of the New Notes will be announced. Noteholders who submit their 2019 Notes for exchange will be deemed to have given instructions to the relevant clearing system to appoint the principal paying agent for the 2019 Notes to vote in favour of the extraordinary resolutions at the meeting of holders of the 2019 Notes. Noteholders who validly deliver their Consents on or prior to 09:00 hours, January 29, 2016 (the Consent Fee Offer Revocation Deadline ) will be eligible to receive the Early Consent Fee. Noteholders who validly delivers their Consents after the Consent Fee Offer Revocation Deadline (but on or prior to the Expiration Date) will be eligible to receive the Late Consent Fee. The Early Exchange Price is US$1,022.5 (including the Consent Fee of US$2.5) for each US$1,000 principal amount of 2019 Notes validly submitted for exchange on or prior to the Early Exchange Deadline and accepted for exchange. The Late Exchange Price is US$1, (including the Consent Fee of US$1.25) for each US$1,000 principal amount of 2019 Notes validly submitted for exchange after the Early Exchange Deadline (but on or before the Expiration Date) and accepted for exchange. The New Issue Price is the price (expressed in U.S. dollars per US$1,000 principal amount of the New Notes, rounded to two decimal places) at which the New Notes are issued, which shall be at or below par. # v3

2 The meeting of the holders of the 2019 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 Exchange Offer Memorandum are available from D.F.King as Tabulation and Exchange Agent under the Exchange Offer upon request by holders of the 2019 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: lippokarawaci@dfkingltd.com Website: sites.dfkingltd.com/lippokarawaci Joint Dealer Managers and 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 2019 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 # v3

3 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT OR LOCATED IN THE UNITED STATES OF AMERICA OR TO ANY PERSON RESIDENT OR LOCATED IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Exchange Offer Memorandum dated January 18, 2016 (which includes any document incorporated by reference herein, together, the Exchange Offer 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 Exchange Offer Memorandum may be made available) or making any other use of the Exchange Offer Memorandum. In accessing the Exchange Offer 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 dealer managers (the Joint Dealer Managers ) or D.F.King as the tabulation and exchange agent (the Tabulation and Exchange Agent ) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER JURISDICTION AND THE 2023 NOTES (AS DEFINED IN THE EXCHANGE OFFER MEMORANDUM) MAY NOT BE OFFERED OR SOLD WITHIN THE U.S., EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE EXCHANGE OFFER 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 EXCHANGE OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The Exchange Offer (as defined in the Exchange Offer Memorandum), the Exchange Offer Memorandum or any other document or material relating to the Exchange Offer, have not been and will not be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ( CONSOB ) pursuant to Italian laws and regulations. Confirmation of Your Representation: You have been sent the Exchange Offer Memorandum at your request and on the basis that: 1. you are a holder or a beneficial owner of the US$250,000, % Senior Notes due 2019 (the 2019 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 ), 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 Exchange Offer Memorandum or to make an invitation to participate in the Exchange Offer under applicable laws; 3. either (a) (i) you are the beneficial owner of 2019 Notes and (ii) you are located outside the United States, or (b) (i) you are acting on behalf of the beneficial owner of 2019 Notes and have been duly authorized to so act and (ii) such beneficial owner has confirmed to you that it is located outside the United States; 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 Exchange Offer Memorandum or any offering document or material in relation to the 2023 Notes for the purposes of Section 21 of the Financial Services and Markets Act 2000 can otherwise lawfully be communicated;

4 5. you are located outside Italy or, if you are located in Italy, you are an authorized person or tendering 2019 Notes through an authorized person (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with CONSOB Regulation No of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority; 6. you are not located in Singapore or, if you are located in Singapore, you are existing holders of the 2019 Notes and you acknowledge that the Exchange Offer Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore and is only made available to existing holders of the 2019 Notes. Accordingly, you undertake not to circulate or distribute the Exchange Offer Memorandum or any offering document or material in relation to the 2023 Notes to any persons in Singapore and not to offer or sell or make the subject of an invitation for subscription or purchase, whether directly or indirectly, the 2023 Notes to any persons in Singapore, other than pursuant to, and in accordance with the conditions of, an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore; 7. you are not resident or located in Hong Kong or, if you are resident or located in Hong Kong, you are (i) a professional investor as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance and (ii) you only received the Exchange Offer Memorandum or any offering document or material in relation to the 2023 Notes in circumstances which do not result in the Exchange Offer Memorandum or any offering document or material in relation to the 2023 Notes being a prospectus as defined in the Companies Ordinance (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; 8. you are not located in France or, being located in France, (i) you are a qualified investor (investisseurs qualifiés), investing for your own account, within the meaning of Articles L , and D of the French Monetary and Financial Code, and/or (ii) you are a provider of investment services relating to portfolio management activity for the account of third parties (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers); 9. you are not resident or located in or a citizen of the Republic of Indonesia, or if you are resident or located in or a citizen of the Republic of Indonesia, you only received the Exchange Offer Memorandum or any offering document or material in relation to the 2023 Notes upon your own request as an existing holder of the 2019 Notes and under circumstances which would not result in there being a public offering under Law No. 8 of 1995 regarding Capital Market and on the basis that the Exchange Offer Memorandum or any offering document or material in relation to the 2023 Notes so received would not be further distributed by you within the territory of Indonesia or to Indonesian citizens wherever they are domiciled, or to Indonesian residents, in a manner which constitutes a public offer under the laws of Indonesia, or to any other party, and you acknowledge that the Exchange Offer Memorandum or any offering document or material in relation to the 2023 Notes has not been and will not be registered with the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or OJK, formerly known as Bapepam-LK ); 10. you acknowledge and agree that (i) the Exchange Offer Memorandum and any other offering or marketing document relating to the 2023 Notes does not constitute an offering prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd, and (ii) the 2023 Notes may only be distributed or otherwise be made available in or from Switzerland on a private placement basis only. Accordingly, we undertake not to (x) publicly distribute (or otherwise make publicly available) the Exchange Offer Memorandum or any other offering or marketing document relating to the 2023 Notes in or from Switzerland, or (y) publicly offer, sell or advertise the 2023 Notes, directly or indirectly, in or from Switzerland; and 11. you consent to delivery of the Exchange Offer Memorandum or any offering document or material in relation to the 2023 Notes by electronic transmission. The Exchange Offer 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 ii

5 of the Issuer, the Company, the Subsidiary Guarantors, the Joint Dealer Managers or the Tabulation and Exchange 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 Exchange Offer Memorandum distributed to you in electronic form and the hard copy version available to you on request from the Joint Dealer Managers or the Tabulation and Exchange Agent. You are reminded that the Exchange Offer Memorandum has been sent to you on the basis that you are a person into whose possession the Exchange Offer 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 Exchange Offer Memorandum to any other person. If you have recently sold or otherwise transferred your entire holding(s) of the 2019 Notes, you should immediately return the Exchange Offer Memorandum to the bank or other agent from whom your received it. The Exchange Offer 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 in any other jurisdiction in which such offer or solicitation would be unlawful. The 2019 Notes and the 2023 Notes, which are the subject of the Exchange Offer Memorandum, have not been, and will not be, registered under the Securities Act of 1933, as amended (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 Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Exchange Offer Memorandum comes are required by the Issuer, the Company, the Subsidiary Guarantors, the Joint Dealer Managers and the Tabulation and Exchange Agent to inform themselves about, and to observe, any such restrictions. 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. iii

6 NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR TO ANY PERSON RESIDENT OR LOCATED IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT SUBJECT TO COMPLETION EXCHANGE OFFER MEMORANDUM STRICTLY CONFIDENTIAL DATED JANUARY 18, 2016 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Exchange Offer Memorandum contains important information which should be read carefully before any decision is made to participate in the Exchange 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 2019 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 Exchange 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 Dealer Managers ), DB Trustees (Hong Kong) Limited (the Trustee ) or D.F.King (the Tabulation and Exchange Agent ) makes any recommendation as to whether or not holders of 2019 Notes (as defined below) (the Noteholders ) should participate in the Exchange Offer. This Exchange Offer 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 2019 Notes, you should immediately return this Exchange Offer Memorandum to the bank or other agent from whom you received it. The Exchange Offer is not being made within, and this Exchange Offer Memorandum is not for distribution into, the United States of America (the United States ) or to any person resident or located in any jurisdiction where it is unlawful to distribute this document. The distribution of this Exchange Offer Memorandum in certain jurisdictions may be restricted by the laws of those jurisdictions. THETA CAPITAL PTE. LTD. (incorporated in the Republic of Singapore with limited liability) Exchange Offer and Proposal to the holders of US$250,000, PER CENT. SENIOR NOTES DUE 2019 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 May 16, 2012 and October 22, 2012 and listed on the Singapore Exchange Securities Trading Limited ( SGX-ST ) (the 2019 Notes ) Common Code: ISIN: XS for U.S. dollar denominated fixed rate notes due 2023 (the 2023 Notes ) to be issued by Theta Capital Pte. Ltd. And to be unconditionally and irrevocably guaranteed by PT Lippo Karawaci Tbk and certain of its subsidiaries (such 2023 Notes to be issued pursuant to the Exchange Offer, the Exchange Notes ) Approval-in-principle has been obtained for the listing of the 2023 Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the 2023 Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company or the 2023 Notes. Questions and requests for assistance in connection with the Exchange Offer may be directed to the Joint Dealer Managers and questions and requests for assistance in connection with the delivery of the Electronic Instruction (as defined below) may be directed to the Tabulation and Exchange Agent whose contact details appear on the last page of this Exchange Offer Memorandum. This Exchange Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Exchange 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 Exchange Offer at any time prior to the conditions of the Exchange 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 Exchange Offer, Noteholders should carefully consider all of the information in this Exchange Offer Memorandum and, in particular, the risk factors described under Risks Relating to the Exchange Offer and Risk Factors herein. Concurrently, 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 (as defined below) (the Meeting of Noteholders ) to amend certain terms and conditions of the 2019 Notes. By submitting an Electronic Instruction, each Noteholder will be giving instructions to the relevant Clearing System (as defined below) to appoint the Principal Paying Agent for the 2019 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 2019 Notes which are the subject of such Electronic Instruction. The Extraordinary Resolutions provide for the amendment of certain terms and conditions of the 2019 Notes (see Terms of the Exchange Offer and the Proposal Proposal and Form of Notice of Meeting ). Noteholders who wish to participate in the Exchange Offer must submit their 2019 Notes in an aggregate principal amount equal to US$200,000 (the Minimum Exchange Amount ) or integral multiples of US$1,000 in excess thereof. In addition to the General Conditions relating to the Exchange Offer set forth herein, the Exchange Offer is conditional upon the Minimum New Issue Condition (as defined below) being satisfied. 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, the Consent Fee (as defined below) to Noteholders who do not participate in the Exchange Offer and submit, or arrange to have submitted on their behalf, voting instructions, by way of an Electronic Instruction, in favor of the Extraordinary Resolutions (the Consent Fee Offer ). Concurrently, by way of, and subject to the terms contained in, an offering circular dated the date hereof, the Issuer is making an offer to sell New Money Notes (defined below), which will be consolidated and form a single series with the Exchange Notes, the proceeds of which will be on-lent to the Company and used by the Company for the development of new hospitals and general corporate uses. This Exchange Offer Memorandum does not constitute an invitation for Noteholders to participate in the offer of New Money Notes. Any investor or potential investor should refer to such separate offering circular in respect of New Money Notes. The distribution of such offering circular in certain jurisdictions may be restricted by law. Concurrently, by way of, and subject to the terms contained in, consent solicitation memoranda each 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 ) and 7.0% Senior Notes due 2022 (the 2022 Notes ), in order to align the terms and conditions of the 2020 Notes and the 2022 Notes, respectively, with the proposed terms and conditions of the 2023 Notes. Neither the Exchange Offer nor the Consent Fee Offer is conditional on the completion of the consent solicitation with respect to the 2020 Notes or the 2022 Notes. Noteholders cannot participate in both the Exchange Offer and the Consent Fee Offer in respect of the same holding of 2019 Notes. Noteholders who submit their 2019 Notes for exchange will be deemed to have given instructions to the relevant Clearing System (as defined below) to appoint the Principal Paying Agent for the 2019 Notes to vote in favor of the Extraordinary Resolutions at the Meeting of Noteholders whether or not the Exchange Offer is completed but are not entitled to receive, in addition to the Exchange Consideration (as defined below), a separate Consent Fee pursuant to the Consent Fee Offer in respect of such 2019 Notes. In the event that the Exchange Offer is not completed, the Proposal (as defined below) may or may not become effective and if effective, the Consent Fee will be paid, and if not effective, no Consent Fee will be paid. 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 Exchange Offer or the Consent Fee Offer in respect of such 2019 Notes which are the subject of that voting instruction and are not eligible to be paid the Consent Fee. Lead Dealer Manager Citigroup Joint Dealer Managers Citigroup Deutsche Bank UBS

7 IMPORTANT NOTICE Each of the Issuer and the Company, having made all reasonable enquiries, confirms: (a) (b) (c) that this Exchange Offer Memorandum (which includes the preliminary offering circular relating to the 2023 Notes dated the date hereof, as amended and supplemented from time to time (the Preliminary Offering Circular, which is incorporated by reference herein) and any other document incorporated by reference herein (together, the Exchange Offer Memorandum ), contains all information with respect to the Exchange Offer, the Group (as defined below) and the 2023 Notes which is material in the context of the Exchange Offer and the issue and offering of the 2023 Notes, other than the Minimum Yield (as defined below) (which shall be announced no less than four Business Days prior to the Early Exchange Deadline (as defined below) and thereupon shall form part of this Exchange Offer Memorandum); that the information contained in this Exchange Offer Memorandum relating to the Exchange Offer, the Group, and the 2023 Notes is true and accurate in all material respects and is not misleading; and that the opinions and intentions expressed herein and therein 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 Exchange Offer, the Group or the 2023 Notes the omission of which would, in the context of the Exchange Offer or of the issue and offering of the 2023 Notes, 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 Exchange Offer. Each Noteholder is solely responsible for making its own independent appraisal of all matters including those relating to the Exchange Offer (including the aggregate principal amount of 2019 Notes to offer for exchange pursuant to the Exchange Offer), the Group (as defined below) and the 2023 Notes. Neither the Joint Dealer Managers nor the Tabulation and Exchange Agent owes any duty to any Noteholder. No person has been authorized to give any information or to make any representation about the Exchange Offer, the Group or the 2023 Notes other than those contained in this Exchange Offer Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer and the Company, the Joint Dealer Managers, the Tabulation and Exchange Agent or any of their respective agents. Before each Noteholder makes its own decision as to whether or not to participate in the Exchange 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 Exchange Offer Memorandum; (iii) review all information, records, filings and documents (including those concerning the Group) that it believes is necessary or appropriate in connection with the Exchange Offer and the 2023 Notes; 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 Dealer Managers. Noteholders may not rely on any investigation that the Joint Dealer Managers have conducted with respect to the Exchange Offer, this Exchange Offer Memorandum, the 2023 Notes, the Company or any of its subsidiaries or affiliates (the Company, together with its subsidiaries, the Group ). The Joint Dealer Managers do not make any representation or recommendation to the Noteholders, express or implied, with respect to the Exchange Offer, this Exchange Offer Memorandum, the 2023 Notes, 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 Dealer Managers have not independently verified any of the information contained in this Exchange Offer Memorandum. The Joint Dealer Managers do not make any representation or warranty, express or implied, and the Joint Dealer Managers shall not have any liability or responsibility to the Noteholders for the accuracy, completeness or truth of the information contained in this Exchange Offer Memorandum, whether the disclosure of the information in this Exchange Offer 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, i

8 validity or enforceability of any agreement or other document entered into by or provided to the Noteholders in connection with the Exchange Offer or the issue of the 2023 Notes or any non-performance 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 Exchange Offer or the 2023 Notes, and the Joint Dealer Managers do not owe or shall owe any duty whatsoever to the Noteholders in connection with the Exchange Offer or the 2023 Notes. The Joint Dealer Managers shall not have any obligation to purchase or acquire all or any part of the 2023 Notes subscribed or received by any Noteholder in the Exchange Offer or to support any losses directly or indirectly sustained or incurred by any Noteholder for any reason whatsoever in connection with the Exchange Offer or the issue of the 2023 Notes, 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 Exchange Offer but it has authorized it to be stated that the Trustee has no objection to the Exchange Offer being put to holders of the 2019 Notes. The Trustee has not been involved in negotiating the Exchange Offer and makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to this Exchange Offer Memorandum. None of the delivery of this Exchange Offer Memorandum, any acceptance of 2023 Notes pursuant to the Exchange Offer by a Noteholder, any purchase of 2023 Notes, 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 out in it or in the affairs of the Issuer, the Company, or the Group, since the date of this Exchange Offer Memorandum. The Joint Dealer Managers are entitled to hold positions in the 2019 Notes and the 2023 Notes. The Joint Dealer Managers are entitled to continue to own or dispose of, in any manner they may elect, any 2019 Notes they may beneficially own as at the date of this Exchange Offer Memorandum or, from such date, to acquire further 2019 Notes or 2023 Notes, subject to applicable law. The Joint Dealer Managers have no obligation to the Issuer or the Company to offer or refrain from offering 2019 Notes beneficially owned by it in connection with the Exchange Offer. From time to time after the termination of the Exchange Offer, the Company and/or its affiliates may purchase additional 2019 Notes or other outstanding bonds issued by it and/or its affiliates in the open market, in privately negotiated transactions, through tender offers or otherwise or may redeem 2019 Notes or such other indebtedness that are able to be redeemed, if any, pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the 2019 Notes than the terms of the Exchange Offer. Any future purchases by the Company and/or its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations of alternatives) the Company and/or its affiliates may choose to pursue in the future. Conventions which apply to this Exchange Offer Memorandum In this Exchange Offer Memorandum, unless otherwise specified or the context otherwise requires, all references to Indonesia are references to the Republic of Indonesia. All references to United Kingdom herein are to the United Kingdom of Great Britain and Northern Ireland. References to U.S. dollars or US$ are to United States dollars, the lawful currency of the United States. ii

9 INCORPORATION OF DOCUMENTS BY REFERENCE The Preliminary Offering Circular is incorporated by reference in this Exchange Offer Memorandum and shall be deemed to be a part hereof. Any supplemental or final offering circular with respect to the 2023 Notes (the Offering Circular ) subsequent to the date of this Exchange Offer Memorandum shall be deemed to be incorporated by reference in this Exchange Offer Memorandum and to be a part hereof from the date of publication of the Offering Circular. All documents furnished by the Issuer in relation to the Exchange Offer that supplements the Exchange Offer Memorandum subsequent to the date of this Exchange Offer Memorandum, including any document containing pricing information relating to the Exchange Offer or otherwise, shall be deemed to be incorporated by reference in this Exchange Offer Memorandum and to be a part hereof from the date of the furnishing of such documents. Until supplemented by such pricing information, this is a preliminary Exchange Offer Memorandum. Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein or contained in this Exchange Offer Memorandum shall be deemed to be modified or superseded for purposes of this Exchange Offer Memorandum to the extent any statement contained herein or in any subsequently published document which is also, or is also deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. No Noteholder shall consider the making of a modifying or superseding statement as an admission by any of the Issuer, the Company, or the Joint Dealer Managers, that the original statement, when made, constituted: a misrepresentation; an untrue statement of a material fact; or an omission to state a material fact that was required to be stated or that was necessary to make a statement not misleading in the light of the circumstances in which it was made. The Issuer undertakes to provide, or procure to be provided, without charge to each person to whom an Exchange Offer Memorandum is delivered, upon the written request of such person, a copy of any and all of the information incorporated by reference in this Exchange Offer Memorandum. Such requests should be sent and directed to the Tabulation and Exchange Agent by (lippokarawaci@dfkingltd.com) during business hours (London time). iii

10 TABLE OF CONTENTS Page Summary of the Exchange Offer... 1 Offer Restrictions... 3 Taxation... 6 Expected Timetable of Events... 7 Definitions Terms of the Exchange Offer and the Proposal Risks relating to the Exchange Offer Procedures relating to Participation in the Exchange Offer General Conditions relating to the Exchange Offer The Proposed Amendments Form of Notice of Meeting iv

11 SUMMARY OF THE EXCHANGE OFFER The Issuer invites all Noteholders (subject to offer restrictions, see Offer Restrictions ) to offer to exchange any or all of their 2019 Notes which are outstanding for 2023 Notes, all as more fully described herein (the Exchange Offer ). Noteholders who wish to participate in the Exchange Offer must offer to exchange 2019 Notes in an aggregate principal amount at least equal to the Minimum Exchange Amount. The Exchange Offer will commence on January 18, 2016 and will expire at 09:00 hours (London time) on February 4, 2016, unless amended (subject always to applicable law or as otherwise provided herein), extended, re-opened, terminated or withdrawn by the Issuer as described herein. The Exchange Offer is being made upon the terms and subject to the conditions set forth in this Exchange Offer Memorandum. Subject to all conditions to the Exchange Offer having been satisfied or waived by the Issuer, on the Settlement Date (as defined below), each Noteholder who has validly participated in the Exchange Offer will receive the Exchange Consideration (as defined below). The Exchange Consideration is the sum of (i) an amount of 2023 Notes offered in exchange for 2019 Notes (the Amount of 2023 Notes ), calculated as the product of (A) the principal amount of 2019 Notes validly submitted for exchange by such Noteholder and accepted for exchange by the Issuer and (B) the Exchange Ratio (as defined below) rounded down to the nearest US$1,000; (ii) the Cash Rounding Amount (as defined below) (if applicable); and (iii) an amount in cash equal to interest accrued and unpaid on the 2019 Notes validly submitted for exchange by such Noteholder and accepted for exchange by the Issuer, from and including the immediately preceding interest payment date in respect of such 2019 Notes (being November 16, 2015) up to (but excluding) the Settlement Date, rounded to two decimal places ( Accrued Interest ). The Exchange Ratio will be (i) the Early Exchange Price (as defined below) or the Late Exchange Price (as defined below), as applicable, divided by (ii) the New Issue Price (as defined below) of the 2023 Notes. The Early Exchange Price is US$1, (including the Early Consent Fee of US$2.50) for each US$1,000 principal amount of 2019 Notes validly submitted for exchange on or prior to the Early Exchange Deadline (as defined below) and accepted for exchange. The Late Exchange Price is US$1, (including the Late Consent Fee of US$1.25) for each US$1,000 principal amount of 2019 Notes validly submitted for exchange after the Early Exchange Deadline (but on or before the Expiration Date (as defined below)) and accepted for exchange. For the avoidance of doubt, the Early Exchange Price and the Late Exchange Price will not be reduced by the Early Consent Fee or the Late Consent Fee, respectively, should the Proposed Amendments not be adopted if the Issuer proceeds with the Exchange Offer. Per US$1,000 in principal amount of Existing Notes accepted for exchange Title of Existing Notes to be Exchanged Common Code/ ISIN Principal Amount Outstanding Exchange Consideration if tendered on or prior to the Early Exchange Deadline 2023 Notes based on an Exchange Ratio of: Cash Payment Exchange Consideration if tendered after the Early Exchange Deadline 2023 Notes based on an Exchange Ratio of: Plus Cash Payment: US$250,000, per cent. Senior Notes due / XS US$250,000,000 Early Exchange Price of US$1, (including the Early Consent Fee of US$2.50)/New Issue Price Cash Rounding Amount (if any) and Accrued Interest Late Exchange Price of US$1, (including the Late Consent Fee of US$1.25)/New Issue Price Cash Rounding Amount (if any) and Accrued Interest The Cash Rounding Amount with respect to a Noteholder who submits 2019 Notes for exchange, will be the product (rounded to two decimal places and subject to a maximum of US$ per exchanging Noteholder) of (A) the New Issue Price/US$1,000 and (B) (the product of (a) the principal amount of 2019 Notes validly submitted for exchange by such Noteholder and accepted for exchange by the Issuer and (b) the applicable Exchange Ratio, less the Amount of 2023 Notes). Concurrently with the Exchange Offer, the Issuer is making an offer to sell for cash additional notes ( New Money Notes ) which will be consolidated and form a single series with the Exchange Notes, the proceeds of which will be on-lent to the Company and used by the Company for the development of new hospitals and general corporate uses. The issue price and issue coupon applicable to the New Money Notes (if issued) will be the same as the New Issue Price and New Issue Coupon (as defined below) for the Exchange Notes. 1

12 In addition to the General Conditions relating to the Exchange Offer set forth herein, the Exchange Offer is conditional on, inter alia, valid offers for exchange being received and accepted from Noteholders in the Exchange Offer in an amount such that the aggregate principal amount of the Exchange Notes issued in exchange therefor plus the aggregate principal amount of the New Money Notes, if any, is equal to or exceeds US$200,000,000 (the Minimum New Issue Condition ). On the Minimum Yield Announcement Date (as defined below), the Issuer will announce the minimum yield to maturity of the 2023 Notes (the Minimum Yield ). The New Issue Price and the New Issue Coupon (as defined below) to be fixed by the Issuer on the Pricing Date (as defined below) will not result in a yield to maturity of the 2023 Notes to be lower than the Minimum Yield. Concurrently, 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 to amend certain terms and conditions of the 2019 Notes. By submitting an Electronic Instruction, each Noteholder will be giving instructions to the relevant Clearing System to appoint the Principal Paying Agent for the 2019 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 2019 Notes which are the subject of such Electronic Instruction. The Extraordinary Resolutions provide for the amendment of certain terms and conditions of the 2019 Notes (see Terms of the Exchange Offer and the Proposal Proposal, Text of Proposed Amendments and Form of Notice of Meeting ). As early as February 1, 2016 but no later than February 11, 2016 (the Pricing Date ), the Issuer will fix, in its sole discretion, the New Issue Coupon and the New Issue Price, subject to the Minimum Yield. Subsequently, the Issuer will calculate the Exchange Ratio applicable to the 2019 Notes validly submitted for exchange on or prior to the Early Exchange Deadline and accepted for exchange, and the Exchange Ratio applicable to the 2019 Notes validly submitted for exchange after the Early Exchange Deadline (but on or prior to the Expiration Date) and accepted for exchange, in each case rounded to six decimal places. As soon as reasonably practicable on the Pricing Date, the Issuer will announce the New Issue Price, the New Issue Coupon and the Exchange Ratio, and to the extent the Pricing Date occurs after the Expiration Date (as defined below), the Issuer will also announce the final aggregate principal amount of 2019 Notes accepted for exchange and the final aggregate principal amount of the 2023 Notes (including New Money Notes, if any) to be issued, all as more fully described herein. On the date of the Meeting of the Noteholders, or as soon as reasonably practicable thereafter (but in any event, within 14 days of the result of the Meeting of Noteholders being known), the Issuer will announce the results of the Extraordinary Resolutions. In the event that the Meeting of Noteholders is inquorate and an adjourned Meeting of Noteholders is convened, the Settlement Date will not occur until after such adjourned Meeting of Noteholders. See Expected Timetable of Events. Noteholders wishing to participate in the Exchange Offer must submit, or arrange to have submitted on their behalf, an Electronic Instruction in accordance with the requirements of the relevant Clearing System and in the manner specified in this Exchange Offer Memorandum under Procedures relating to Participation in the Exchange Offer Participation in the Exchange Offer. Noteholders who submit their 2019 Notes for exchange will be deemed to have given instructions to the relevant Clearing System to appoint the Principal Paying Agent for the 2019 Notes to vote as proxy in favor of the Extraordinary Resolutions at the Meeting of Noteholders and any adjournment thereof. Concurrently with the Exchange Offer, the Issuer has offered to pay, or procure to be paid, the Early Consent Fee of US$2.50 per US$1,000 principal amount of 2019 Notes and the Late Consent Fee of US$1.25 per US$1,000 principal amount of 2019 Notes to Noteholders who do not participate in the Exchange Offer and submit, or arrange to have submitted on their behalf, voting instructions, by way of an Electronic Instruction, in favor of the Extraordinary Resolutions, on or prior to the Early Exchange Deadline or after the Early Exchange Deadline, respectively. Noteholders cannot participate in both the Exchange Offer and the Consent Fee Offer in respect of the same holding of 2019 Notes. Noteholders who submit 2019 Notes for exchange thereby delivering the Consents which are accepted will be deemed to have given instructions to the relevant Clearing System to appoint the Principal Paying Agent for the 2019 Notes to vote in favor of the Extraordinary Resolutions at the Meeting of Noteholders whether or not the Exchange Offer is completed, but are not entitled to receive, in addition to the Exchange Consideration, a separate Consent Fee pursuant to the Consent Fee Offer in respect of such 2019 Notes which have been accepted for exchange. In the event that the Exchange Offer is not completed, the Proposal may or may not become effective and if effective, the Consent Fee will be paid and if not effective, no Consent Fee will be paid. The 2023 Notes are U.S. dollar denominated fixed rate notes due 2023 unconditionally and irrevocably guaranteed by the Company, PT Sentra Dwimandiri, PT Wisma Jatim Propertindo, PT Megapratama Karya Persada and PT Primakreasi Propertindo. See Terms and Conditions of the Notes. 2

13 OFFER RESTRICTIONS This Exchange Offer Memorandum does not constitute an invitation to participate in the Exchange Offer or a solicitation of directions to vote in favor of the Extraordinary Resolutions in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation or solicitation under applicable securities laws. The distribution of this Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Exchange Offer Memorandum comes are required by each of the Issuer, the Company, the Subsidiary Guarantors, the Joint Dealer Managers, the Trustee and the Tabulation and Exchange Agent to inform themselves about, and to observe, any such restrictions. No action has been or will be taken by any of the Issuer, the Company, the Subsidiary Guarantors, the Joint Dealer Managers, the Trustee or the Tabulation and Exchange Agent that would permit a public offering of the 2023 Notes, or possession or distribution of this Exchange Offer Memorandum, in any country or jurisdiction where action for that purpose is required. United States The Exchange Offer is not being made and will not be made directly or indirectly in, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this Exchange Offer Memorandum and any related offering documents are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded in or into the United States and the Exchange Offer cannot be participated in by any such use, means, instruments or facilities from or within the United States. Any purported participation in the Exchange Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported offer to exchange made by a resident of the United States or from the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. The Tabulation and Exchange Agent will not accept any Electronic Instruction on behalf of any person by any such use, means, instrumentality or facility from or within the United States. This Exchange Offer Memorandum is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The 2019 Notes and the 2023 Notes to be issued pursuant to the Exchange Offer 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, and may not be offered, sold or delivered, directly or indirectly, in the United States. The purpose of this Exchange Offer Memorandum is limited to the Exchange Offer and this Exchange Offer Memorandum may not be sent or given other than in an offshore transaction in accordance with Regulation S under the Securities Act. Each Noteholder participating in the Exchange Offer must represent that it is offering its 2019 Notes in an offshore transaction in accordance with Regulation S under the Securities Act and each Noteholder participating in the Exchange Offer must represent that it is not an agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. European Economic Area This Exchange Offer Memorandum has been prepared on the basis that any offer of 2023 Notes in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a Prospectus for offers of 2023 Notes. The expression Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member State concerned. France Neither the Exchange Offer Memorandum nor any other offering material has been and will be submitted to the clearance procedures (Visa) or has been approved by French Autorité des Marchés Financiers. The Exchange 3