THIS SCHEME DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS SCHEME DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS SCHEME DOCUMENT INCLUDES AN EXPLANATORY STATEMENT MADE IN COMPLIANCE WITH SECTION 211 OF THE COMPANIES ACT (CHAPTER 50; 2006 REVISED EDITION) OF THE REPUBLIC OF SINGAPORE The Scheme Document is directed at Persons who are believed to be Scheme Creditors. Scheme Creditors include Persons who hold a beneficial interest as principal in the Notes at the Record Time and the Trustee of the Notes in respect of its claim for reimbu rsement of certain remuneration and expenses. The Record Time for this Scheme is 5:00 p.m. (Singapore time) on 22 September If you have assigned, sold or otherwise transferred, or assign, sell or otherwise transfer all of your interests as Scheme Creditor before the Record Time, the Scheme Company requests that you forward a copy of this Scheme Document to the Person or Persons to whom you have assigned, sold or otherwise transferred, or to whom you assign, sell or otherwise transfer, such interests; thereafter, you need not take any further action with respect to this Scheme Document. If you have only partially assigned, sold or transferred such interests, or partially assign, sell or otherwise transfer such interests before the Record Time, the Scheme Company requests that you: (i) read this Scheme Document carefully; (ii) forward a copy of this Scheme Document to the Person or Persons to whom you have assigned, sold or transferred, or to whom you assign, sell or otherwise transfer, such partial interests; and (iii) take such steps as you consider appropriate following consideration of the matters described in this Scheme Document. A transferee of a beneficial interest in the Notes after the Record Time will not be entitled to vote at the Scheme Meeting in respect of such interest. Such transferee will need to make arrangements with the holder of the Notes at the Record Time to ensure that that Person votes in accordance with the wishes of the transferee. If you are in any doubt as to any aspect of the proposed Scheme or about any action you should take, you should consult immedi ately with a professional adviser of your choice. PROPOSED SCHEME OF ARRANGEMENT (UNDER SECTION 210 OF THE COMPANIES ACT (CHAPTER 50; 2006 REVISED EDITION) OF THE REPUBLIC OF SINGAPORE) BETWEEN BLD INVESTMENTS PTE. LTD. (A PRIVATE COMPANY WITH LIMITED LIABILITY INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF SINGAPORE) AND SCHEME CREDITORS (AS DEFINED IN THE SCHEME) A meeting of Scheme Creditors to consider and, if thought fit, approve the proposed Scheme will be held on 26 October 2017 commencing at 10:00 a.m. (Singapore time) at 55 Market Street, #03-01, Singapore The notice of the Scheme Meeting is set out in Appendix 3. Instructions regarding actions to be taken by Scheme Creditors prior to the Scheme Meeting are set out in Appendix 1A and Appendix 1B. In the event that the Scheme is approved by the requisite majorities of Scheme Creditors, the Court must sanction the Scheme at a hearing in order for it to become legally binding. All Scheme Creditors will be entitled to attend such hearing before the Court in person or through legal counsel to support or oppose the sanction of the Scheme. It is expected that such sanction hearing will be held within two (2) weeks of the Scheme Meeting. Scheme Creditors will be notified of the time and location of the sanction hearing once the precise date and location of the sanction hearing is known. The Scheme Company will notify the Scheme Creditors by circulating a notice via the Clearing Systems and by posting a notice on the Scheme Manager s website at The GAP Shares and the Warrants will not be registered under the US Securities Act of 1933 (the US Securities Act ), or any state or other securities laws of the United States of America or any other jurisdiction. The GAP Shares and the Warrants are being offered outside the United States of America in accordance with Regulation S under the US Securities Act. In the event that any holder of Notes is resident in the United States of America, the Scheme Company will rely on the exemption from registration under Section 3(a)(10) of the US Securities Act or such other exemption as is available under applicable laws and regulations. The Court has been informed that any order sanctioning the Scheme, if granted, may constitute the basis for an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10). In making any investment decision, Scheme Creditors must rely on their own independent examination of the Scheme in order to satisfy themselves as to the relative merits and risks involved. Neither the GAP Shares nor the Warrants have been recommended by any US federal or state securities commission or other regulatory authority in any other jurisdiction. Furthermore, none of the foregoing authorities have confirmed the accuracy or determined the adequacy of this Scheme Document. Any representation or statement to the contrary is a criminal offence. Important information relating to all relevant securities law considerations is set out under the heading Important Notice on pages 1 to 4 of this Scheme Document. HELPLINES AND DOCUMENT REQUESTS The Scheme Company has appointed Borrelli Walsh Pte Limited as Scheme Manager in order to assist Scheme Creditors and other interested parties in connection with the Scheme and, in particular, the proper completion of Account Holder Letters and/or Proof of Debt. If you have any questions relating to this Scheme Document or the completion of the Account Holder Letter and/or Proof of Debt, please contact the Scheme Manager at: Address: One Raffles Place, Tower 2, #10-62, Singapore Telephone: Fax: BLDInvestments@borrelliwalsh.com 31 August 2017

2 TABLE OF CONTENTS PAGES 1. IMPORTANT NOTICE 1 2. DEFINITIONS 5 3. EXPECTED TIMETABLE OF PRINCIPAL EVENTS IMPORTANT INSTRUCTIONS FOR NOTEHOLDERS, ACCOUNT HOLDERS AND OTHER SCHEME CREDITORS QUESTIONS AND ANSWERS LETTER FROM THE BOARD OF BLD INVESTMENTS PTE. LTD EXPLANATORY STATEMENT THE SCHEME OF ARRANGEMENT 46 APPENDIX 1A INSTRUCTIONS ON HOW TO VOTE FOR NOTEHOLDERS APPENDIX 1B INSTRUCTIONS ON HOW TO VOTE FOR THE TRUSTEE APPENDIX 2 EFFECT OF SECURITIES LAW RESTRICTIONS UNDER THE SCHEME APPENDIX 3 NOTICE OF SCHEME MEETING APPENDIX 4A ACCOUNT HOLDER LETTER APPENDIX 4B PROOF OF DEBT FORM APPENDIX 5 DEED OF UNDERTAKING APPENDIX 6 FAIRNESS OPINION OF FINANCIAL ADVISER APPENDIX 7 GAP SHARES TRUST DEED APPENDIX 8 WARRANT INSTRUMENT APPENDIX 9 INFORMATION MEMORANDUM - i -

3 IMPORTANT NOTICE 1. GENERAL Definitions: Capitalised words and phrases used in this Scheme Document have the meaning provided on pages 5 to 17. Scheme Creditors: This Scheme Document is being sent to Persons who are believed to be Scheme Creditors at the date of this Scheme Document. Scheme Creditors include Persons who hold a beneficial interest as principal in the Notes at the Record Time (collectively, Noteholders ) and the Trustee of the Notes in respect of certain remuneration and expenses due to it under the terms of the Trust Deed ( Trustee ). This Scheme Document is accompanied by (i) for Noteholders, an Account Holder Letter, which contains, among other things, voting instructions and elections; and (ii) for the Trustee of the Notes, a Proof of Debt. It is important that you read this Scheme Document carefully fo r information about the Scheme. If you are a Noteholder, you should contact your Account Holder to ensure that an Account Holder Letter is completed and returned on your behalf to the Chairman. If you are the Trustee of the Notes, you should complete the Proof of Debt and return the completed Proof of Debt to the Chairman. Transfers of Scheme Claims: If you have assigned, sold or otherwise transferred, or assign, sell or otherwise transfer, all of your interests as Scheme Creditor before the Record Time, the Scheme Company requests that you forward a copy of this Scheme Document to the Person or Persons to whom you have assigned, sold or otherwise transferred, or to whom you assign, sell or otherwise transfer, such interests. Thereafter, you need not take any further action with respect to this Scheme Document. If you have only partially assigned, sold or otherwise transferred such interests, or partially assign, sell or otherwise transfer such interests before the Record Time, the Scheme Company requests that you: (i) read this Scheme Document carefully; (ii) forward a copy of this Scheme Document to the Person or Persons to whom you have assigned, sold or transferred, or to whom you assign, sell or otherwise transfer, such partial interests; and (iii) take such steps as you consider appropriate following consideration of the matters described in this Scheme Document. Copies of this Scheme Document are available from the Scheme Manager. If you are a Noteholder, please note that no assignment or transfer of any beneficial or other proprietary interest in the Notes after the Record Time shall be recognised for the purposes of determining entitlements to attend and vote at the Scheme Meeting. Accordingly, a transferee of a beneficial interest in the Notes after the Record Time should make arrangements with the Person who held such interest at the Record Time to ensure that such Person votes in accordance with the wishes of the transferee and for the transferee to receive the GAP Shares and the Warrants if the Scheme becomes effective. A transferee of a beneficial or other proprietary interest in the Notes after the Record Time will, however, be bound by the terms of the Scheme in the event that it becomes effective. Record Time: The Record Time for the Scheme will be 5:00 p.m. (Singapore time) on 22 September Scheme Meeting: A meeting of Scheme Creditors to consider and, if thought fit, approve the Scheme will be held on 26 October 2017, commencing at 10:00 a.m. (Singapore time) at 55 Market Street, #03-01, Singapore The notice of the Scheme Meeting is set out at Appendix 3. Instructions about actions to be taken by Scheme Creditors prior to the Scheme Meeting are set out in Appendix 1A and Appendix 1B. In the event that the Scheme is approved by the requisite majorities of Scheme Creditors, the Court must then sanction the - 1 -

4 Scheme at a hearing and an office copy of the order of the Court must be delivered to ACRA in order for the Scheme to become legally binding. All Scheme Creditors will be entitled to attend such hearing before the Court in person or through legal representatives to support or oppose the sanction of the Scheme. It is expected that such sanction hearing will be held within two (2) weeks of the Scheme Meeting. Scheme Creditors will be notified of the time and location of the sanction hearing once the precise date and location of the sanction hearing is known. The Scheme Company will notify the Scheme Creditors by circulating a notice via the Clearing Systems and by posting a notice on the Scheme Manager s website at Reliance: This Scheme Document has been prepared in connection with a proposed scheme of arrangement under Section 210 of the Act to be made between the Scheme Company and Scheme Creditors. Nothing in this Scheme Document or any other document issued with or appended to it should be relied on for any purpose other than to make a decision about whether to vote in favour of or against the Scheme. In particular and without limitation, nothing contained in this Scheme Document or any other document issued with or appended to it should be relied on in connection with the purchase of any shares, bonds, notes or assets of, or the making of any investment in, any member of the Group. Additionally, both the Parent and GAP are listed on the Indonesian stock exchange and are therefore required to make regular public disclosures on financial performance and significant corporate actions. In this regard, it is the responsibility of the Scheme Creditors to make their own enquiries into these public disclosures. Information: The Scheme Company and the Parent have taken all reasonable steps to ensure that the Scheme Document contains all information reasonably necessary to enable Scheme Creditors to make an informed decision about the effect of the Scheme. To the best of the knowledge and belief of the Scheme Company and the Parent, the information contained in this Scheme Document accords with the facts and does not omit anything likely to affect the importance of such information. Date of Statements: The statements contained in this Scheme Document are made as at the date of this Scheme Document, unless another time is specified in relation to them. Delivery of this Scheme Document shall not give rise to any implication that there has been no change in the facts set out in this Scheme Document since that date. Any material variation of facts will be notified to Scheme Creditors by the Scheme Company prior to the Scheme Meeting. No Opinion: In accordance with normal practice, none of the Scheme Company, the Parent, any other member of the Group, the Trustee or the Scheme Manager and their respective financial or legal advisers has expressed any opinion as to the merits of the Scheme or with respect to the effect of the Scheme, except as otherwise expressly stated in this Scheme Document. Qualified by Reference: The summary of the principal provisions of the Scheme contained in this Scheme Document is qualified in its entirety by reference to the Scheme. Each Scheme Creditor is advised to read and consider carefully the text of the Scheme in full. The remainder of this Scheme Document and, in particular, the Explanatory Statement (including the Information Memorandum), has been prepared solely to assist Scheme Creditors in respect of voting on the Scheme. Class of Creditors: Scheme Creditors constitute a single class of creditors of the Scheme Company and not the general body of creditors of the Scheme Company as a whole. Risk Factors: There are many factors beyond the control of the Scheme Company and the Parent which may impact upon the Scheme. Scheme Creditors are referred to the information under the heading Risk Factors set out in the Information Memorandum. Professional Advice: Scheme Creditors should not construe the contents of this Scheme Document as legal, tax or financial advice, and should consult with their own professional adviser as to each of the matters described in this Scheme Document

5 Scheme Manager: The Scheme Manager expresses no view on the contents of this Scheme Document or the proposed Scheme. The Scheme Manager has not been involved in the negotiation of the terms of the proposed Scheme and makes no representations in connection therewith. The Scheme Manager accepts no responsibility for any of the factual statements contained in this Scheme Document or the effect or effectiveness of the proposed Scheme. Trustee: The Trustee expresses no view on the contents of this Scheme Document or the proposed Scheme. The Trustee has not been involved in the negotiation of the terms of the proposed Scheme and makes no representations in connection therewith. Neither the Trustee nor any of its directors, agents, advisers or affiliates accepts any responsibility for any statement contained in this Scheme Document or the effect, merits or effectiveness of the proposed Scheme. 2. SECURITIES LAW CONSIDERATIONS No Offer: This Scheme Document does not constitute an offer to sell or the solicitation of an offer to buy the GAP Shares or the Warrants in any jurisdiction in which any offer or sale is not permitted. Investment Decision: In making any investment decision, Scheme Creditors must rely on their own independent examination of the Scheme in order to satisfy themselves as to the relative merits and risks involved. The GAP Shares and the Warrants have not been recommended by any federal or state securities commission or other regulatory authority in the United States of America, the Republic of Singapore or any other jurisdiction. Furthermore, none of the foregoing authorities have confirmed the accuracy or determined the adequacy of this Scheme Document. Any representation or statement to the contrary is a criminal offence. Exemption from Registration: The GAP Shares and the Warrants will not be registered under the US Securities Act or any state or other securities laws of the United States of America or any other jurisdiction. Accordingly, the GAP Shares and the Warrants are being offered outside the United States of America in accordance with Regulation S under the US Securities Act. In the event that any Scheme Creditor is resident in the United States of America, the Scheme Company will rely on the exemption from registration under Section 3(a)(10) of the US Securities Act or such other exemption as is available under applicable laws and regulations. Section 3(a)(10) of the US Securities Act exempts from registration under the US Securities Act securities issued in exchange for one or more outstanding securities where, among other requirements, the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all Persons to whom the securities will be issued have the right to appear and receive timely notice thereof. Given that the Scheme Company is incorporated, and has its centre of main interests in, the Republic of Singapore, the Court is a court of competent jurisdiction and authorised to conduct a hearing at which the fairness of the terms and conditions of the Scheme will be considered. The Court has been informed that any order sanctioning the Scheme, if granted, may constitute the basis for an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10). Securities Law Restrictions: Scheme Creditors are strongly advised to consult their professional advisers as to whether any laws or regulations which may be applicable to them may give rise to any liability or penalty, or require them to obtain any governmental or other consents or to pay any taxes or duties, as a result of the implementation of the Scheme. None of the Scheme Company, the Parent, any other member of the Group, the Trustee, the Depositary, the Scheme Manager, their respective directors or any other party accepts any responsibility for any liabilities (including but not limited to consequential liabilities) or regulatory, civil or - 3 -

6 criminal sanctions or penalties incurred by the Scheme Creditors as a result of the implementation of the Scheme in respect of laws or regulations applicable to them. Please refer to Appendix 2 for detailed information regarding the securities laws of certain jurisdictions

7 DEFINITIONS Capitalised words and phrases used in this Scheme Document have the meanings provided below. Accepted means in relation to a Scheme Claim, the acceptance by the Chairman of such claim (or part thereof) for purposes of determining entitlement to attend and vote at the Scheme Meeting without dispute or, where applicable, the acceptance or determination by the Independent Assessor of such claim (or part thereof) for such purpose in accordance with the POD Regulations. Accepted Claim means a Scheme Claim against the Scheme Company (calculated by reference to): (a) (b) with respect to the Noteholders, the outstanding principal amount of Notes to which such Claim relates; with respect to the Trustee, the Remuneration and Expenses Claim. Account Holder means a Person who is recorded in the books of a Clearing System as being a holder of a book-entry interest in Notes in an account with that Clearing System or, as the context may require, is or was recorded in such books as being such a holder of Notes in such an account at the Record Time. Account Holder Letter means a letter from an Account Holder on behalf of the relevant Noteholder in the form set out at Appendix 4A. ACRA means the Accounting and Corporate Regulatory Authority of the Republic of Singapore. Act means the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore. Additional GAP Shares means the number of GAP Shares obtained by dividing: (i) the Coordinating Committee Costs; by (ii) the USD IPO Price. Adjudication Date means the date on which the Chairman will notify each Scheme Creditor who has submitted an Account Holder Letter or Proof of Debt of the result of the Chairman s adjudication of its Account Holder Letter or Proof of Debt

8 Approved means, in relation to the Warrants, that the issuance and settlement of the Warrants: (a) (b) have been approved by the requisite majority of shareholders of the Parent at the EGM; and fulfill the requirements of prevailing laws and regulations of the Republic of Indonesia (including but not limited to the approval of OJK of the terms of the Warrants); and Approval shall be construed accordingly. Bar Date means the date falling twelve (12) calendar months after the Effective Date (or if such date is not a Business Day, then the next succeeding Business Day), being the latest date by which Scheme Creditors must establish their entitlement to the Scheme Consideration. Bar Date Scheme Creditors means, together: (a) the Eligible Scheme Creditors; and (b) each Ineligible Scheme Creditor who establishes its entitlement to the Scheme Consideration in accordance with the terms of the GAP Shares Trust Deed prior to the Bar Time. Bar Time means 5:00 p.m. (Singapore time) on the Bar Date. BLDA means BLD Asia Pte Ltd (Singapore UEN H), a private company with limited liability, incorporated under the laws of the Republic of Singapore. BLD Shares means ordinary shares in the capital of the Parent which are in dematerialized form and listed on the Indonesian Stock Exchange. Blocking Instructions means, as applicable, the irrevocable instructions given by Account Holders (in accordance with the customary procedures of the relevant Clearing System) to either Euroclear or Clearstream to block all interests in Notes, which are the subject of an Account Holder Letter in the securities account to which they are credited with effect from or before the deadline set by the relevant Clearing System. Board means the board of directors of the Scheme Company from time to time

9 Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in the Republic of Indonesia and the Republic of Singapore. C-BEST means the Central Depositary and Book Entry Settlement System used by the Indonesian Central Securities Depository (PT Kustodian Sentral Efek Indonesia) to carry out the electronic registration and settlement of securities. Chairman means the chairman of the Scheme Meeting. Circulation Date means the date on which the Chairman will provide each Scheme Creditor who has submitted an Account Holder Letter or a Proof of Debt with a copy of the list of Scheme Creditors who have submitted an Account Holder Letter or a Proof of Debt to the Chairman. Clearing Systems means each of Euroclear and Clearstream, and Clearing System means either one of them. Clearstream means Clearstream Banking, société anonyme and any successor. Completion Notice means the notice to be issued by the Scheme Company and delivered to the Scheme Manager for circulation to the Trustee and the other Scheme Creditors via the Clearing Systems confirming satisfaction of the Conditions and specifying the Effective Date, the Settlement Date, Bar Date and Final Settlement Date. Conditions means each of the conditions precedent to the effectiveness of the Scheme, as set out in Chapter 4 of the Scheme. Convening Hearing means the hearing by the Court of the Scheme Company s application for permission to convene a meeting of its Scheme Creditors for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme. Coordinating Committee means Noteholders holding a beneficial interest as principal in (in aggregate) thirty point nine percent (30.9%) in outstanding principal amount of the Notes who have engaged Kirkland & Ellis as legal counsel to advise them as to matters of English law in connection with their investment in the Notes. Coordinating Committee Costs means the compensation for work undertaken by the Coordinating Committee in connection with the negotiation of the restructuring of the - 7 -

10 Notes since May 2013, being the amount obtained by multiplying: (i) US$100,000; by (ii) the number of complete calendar months from (and including) May 2013 to (but excluding) the calendar month in which the Effective Date occurs. Court means the High Court of the Republic of Singapore. Custodian means Madison Pacific Trust Limited (in its capacity as custodian of the GAP Shares). Deed of Undertaking means a deed of undertaking from the Parent and PBU, in the form set out at Appendix 5. Depositary means The Bank of New York Mellon, London Branch, acting through its nominee The Bank of New York Depository (Nominees) Limited. Dispute means any dispute whatsoever arising in relation to a claim of a Scheme Creditor under or in respect of or in connection with the Notes and/or the Trust Deed, and Disputed Claims shall be construed accordingly. Distributed GAP Shares means the number of Residual GAP Shares distributed on the Final Settlement Date to Ineligible Scheme Creditors who establish their entitlement to the Scheme Consideration prior to the Bar Time in accordance with the terms of the GAP Shares Trust Deed. Earlybird Deadline means the time at which Supporting Scheme Creditors holding 75% by value of the Voting Claims held by all Supporting Scheme Creditors collectively have voted in favour of the Scheme. Earlybird Scheme Creditor means each Scheme Creditor at the Record Time that votes or (as the case may be) voted in favour of the Scheme prior to the Earlybird Deadline. Effective Date means the date specified as such in the Completion Notice, on which the Scheme becomes effective in accordance with its terms. EGM means the extraordinary general meeting of the shareholders of the Parent convened (on a best-efforts basis) for the purpose of approving the participation by the Parent in the Scheme and the transactions contemplated thereby (including, without limitation, the issuance of Warrants and the settlement of the Warrants in accordance with the terms of the Warrant Instrument (as may be amended))

11 Eligible Scheme Creditor means (as the case may be): (a) (b) any Noteholder (acting, where applicable, through its Account Holder) which has: (i) provided the Chairman with a duly completed Account Holder Letter in respect of its Scheme Claims; and (ii) provided the Chairman with affirmative Securities Law Representations (and the Chairman is satisfied as to the accuracy thereof), in each case prior to the Record Time; or the Trustee, in the event that the Trustee provides the Chairman with a duly completed Proof of Debt prior to the Record Time in respect of its Scheme Claims and provides the Chairman with affirmative Securities Law Representations (and the Chairman is satisfied as to the accuracy thereof), in each case prior to the Record Time. Euroclear means Euroclear Bank S.A./N.V. and any successor. Excluded Liabilities means any liability of the Scheme Company that is not expressly subject to the arrangement and compromise to be effected by this Scheme. Explanatory Statement means the explanatory statement of the Scheme Company set out in this Scheme Document in compliance with the Act. Fairness Opinion means the fairness opinion prepared by the Financial Adviser and attached at Appendix 6. Fee Letter means the fee letter dated 8 March 2017 between the Scheme Company, the Parent, PBU and the Coordinating Committee (as supplemented by the letter agreements dated 25 April 2017 and 10 May 2017). Final Settlement Date means the date falling 2 weeks after the date of the Bar Date (or on the next succeeding Business Day), on which the Remaining GAP Shares shall be distributed in accordance with the Scheme and the GAP Shares Trust Deed. Financial Adviser means Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore Financial Year means a financial year of the Parent, commencing on 1 January and ending on 31 December

12 Force Majeure means any act of god, government act, war, fire, flood, earthquake, and other natural disasters, strikes, changes to effective legislation, explosion, civil commotion or act of terrorism, which prevents the fulfillment of obligations under this Scheme, and the occurrence of which is not the direct or indirect result of action or inaction of any Scheme Creditor or the Scheme Company. GAP means PT Graha Andrasentra Propertindo Tbk., a company incorporated in the Republic of Indonesia. GAP Shares means the 8,563,472,860 ordinary shares of GAP held by PBU in dematerialized form in the securities account named UOB Kay Hian (Hong Kong) Ltd (Pledge Account) - Madison Pacific Trust Ltd OBO PT Prima Bisnis Utama with account number 0752Q3 and KSEI sub-account number AI001CG2A For the avoidance of doubt, GAP Shares also means the aggregate of the Incentive GAP Shares, the Additional GAP Shares, the Reimbursement GAP Shares and the Remaining GAP Shares. GAP Share Pledge means the pledge of the GAP Shares dated 8 March 2017 between PBU and the Coordinating Committee. GAP Shares Trust Deed means the trust deed to be executed by the GAP Shares Trustee for the benefit of the Ineligible Scheme Creditors, the form of which is attached as Appendix 7. GAP Shares Trustee means Madison Pacific Trust Limited in its capacity as the trustee of the Residual GAP Shares pursuant to the GAP Shares Trust Deed. GAP Shares Trustee Fees means the fees of Madison Pacific Trust Limited to act as the GAP Shares Trustee, being an amount of US$35,000. Global Note means the global note by which the Notes are represented, which is registered in the name of The Bank of New York Depository (Nominees) Limited (as nominee for the Depositary). Governmental Entity means any federal, national or local government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial body of the Republic of Singapore, the Republic of Indonesia or any other relevant jurisdiction. Group means the Parent and each Subsidiary of the Parent from time to time

13 Guarantee means the guarantee granted by the Parent in respect of the liabilities of the Scheme Company under the Notes and the Trust Deed. Helpline means , by which Account Holders, Intermediaries, Noteholders, and other Scheme Creditors may contact the Scheme Manager for guidance on the completion and submission of Account Holder Letters and other procedural matters relevant to the Scheme and the general operation of the Clearing Systems. Incentive GAP Shares means the number of GAP shares obtained by dividing: (i) 5% of the aggregate amount of Voting Claims of the Earlybird Scheme Creditors; by (ii) the USD IPO Price. Incurred Expenses means the sum of US$2,400,000 to be paid to the Coordinating Committee (in respect of all amounts due to the Coordinating Committee under the Fee Letter (including the Scheme Costs) and certain other fees and expenses incurred by the Coordinating Committee since 8 March 2017). Independent Assessor means an independent assessor appointed in accordance with the POD Regulations. Indonesian Bankruptcy Law means Law Number 37 of 2004 of the Republic of Indonesia on Bankruptcy and Suspension of Obligation for Payment of Debts. Ineligible Scheme Creditor means: (a) any Noteholder which is not an Eligible Scheme Creditor by reason of its inability or failure to: (i) submit a duly completed Account Holder Letter in respect of its Scheme Claims to the Chairman; or (ii) give the Securities Law Representations to the Chairman or the Chairman not being satisfied as to the accuracy thereof; in each case prior to the Record Time; or (b) the Trustee, in the event that the Trustee: (i) is unable to or fails to submit a duly completed Proof of Debt to the Chairman prior to the Record Time in respect of its Scheme Claims; or (ii) does not provide the Chairman with affirmative Securities Law Representations or the Chairman is not satisfied as to the accuracy thereof; in each case prior to the Record Time. Information Memorandum Insolvency Proceeding means the information memorandum attached as Appendix 9. means any proceeding, process, appointment or application under any law relating to insolvency, reorganisation, winding-up, or composition or

14 adjustment of debts, including, without limitation, winding-up, liquidation, bankruptcy, provisional liquidation, receivership, administration, provisional supervision, company voluntary arrangement, suspension of payment under court supervision or any other analogous proceedings in any jurisdiction. Intermediary means a Person who holds an interest in the Notes on behalf of another Person or Persons (or, as the context may require, who holds or held such an interest at the Record Time) but which interest is or was not held as an Account Holder. Joint Instruction means the instruction dated 24 August 2017 from the Coordinating Committee and PBU to Madison Pacific Trust Limited (in its capacity as the Custodian) in relation to the sale of the Reimbursement GAP Shares in order to generate sufficient proceeds to fund payment of the Incurred Expenses. KYC Documentation means all documentation and other evidence as is reasonably requested by the Custodian or the GAP Shares Trustee (as the case may be) in order for the Custodian or the GAP Shares Trustee (as the case maybe) to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the distributions contemplated in the Scheme or the GAP Shares Trust Deed. MOU means the memorandum of understanding dated 31 July 2016 (as extended on 23 December 2016) between the Scheme Company, the Parent, GAP, PBU and the Coordinating Committee. Noteholders means Persons with a beneficial interest as principal in the Notes held through the Clearing Systems at the Record Time. Notes means the US$155,000, % guaranteed equity linked bonds due 2015 issued by the Scheme Company pursuant to the Trust Deed. Notice of Scheme Meeting OJK means the notice of the Scheme Meeting set out at Appendix 3. means Otoritas Jasa Keuangan. Outstanding Balance means the aggregate of: (i) US$155,000,000 in principal amount outstanding under the Notes plus accrued and unpaid interest (including default interest); and (ii) approximately US$691, in connection with

15 the Remuneration and Expenses Claim by the Trustee under the Trust Deed for services rendered as the Trustee; in each case as at 30 June Parent means PT Bakrieland Development Tbk., a company incorporated under the laws of the Republic of Indonesia. PBU means PT Prima Bisnis Utama, a company incorporated under the laws of the Republic of Indonesia. Parent Board means the board of directors of the Parent from time to time. Person means any natural person, corporation, limited or unlimited liability company, trust, joint venture, association, corporation, partnership, Governmental Entity or other entity whatsoever. POD Regulations means the Companies (Proofs of Debt in Schemes of Arrangement) Regulation 2017 (No. S 245) of Singapore. Post delivery by pre-paid first class post or air mail or generally recognised commercial courier service, and Posted shall be construed accordingly. Proof of Debt means a proof of debt from the Trustee in the form set out at Appendix 4B. Proceeding means any process, suit, action, legal or other legal proceeding including without limitation any arbitration, mediation, alternative dispute resolution, judicial review, adjudication, demand, execution, distraint, forfeiture, re-entry, seizure, lien, enforcement of judgment, enforcement of any security or Insolvency Proceedings in any jurisdiction. Put Options means the obligations of the Scheme Company under Condition 8.4 (Redemption at the option of bondholders) of the Trust Deed. Record Date means 22 September 2017, being the latest date by which: (a) (b) Noteholders must: (i) provide a duly completed Account Holder Letter to the Chairman; and (ii) make the Securities Law Representations to the Chairman, and the Chairman is satisfied as to the accuracy thereof; and the Trustee must: (i) provide a duly completed Proof of Debt to the Chairman; and (ii) make the Securities Law Representations to the Chairman, and the Chairman is satisfied as to the accuracy thereof;

16 in order to become an Eligible Scheme Creditor. Record Time means 5:00 p.m. (Singapore time) on the Record Date. Regulation S means Regulation S under the US Securities Act. Reimbursement GAP Shares means the number of GAP Shares sold pursuant to the Joint Instruction or otherwise (which may not exceed 190,942,857) in order to generate sufficient proceeds to fund payment of the Incurred Expenses. Release Date means 31 December Remaining GAP Shares means the number of GAP shares equal to the sum of: (a) (b) the aggregate number of GAP Shares; less the aggregate number of the Incentive GAP Shares, the Reimbursement GAP Shares and the Additional GAP Shares; save that any Reimbursement GAP Shares remaining following payment to the Coordinating Committee in full of the Incurred Expenses shall be included in the Remaining GAP Shares. Remuneration and Expenses Claim means all amounts payable to the Trustee in respect of the remuneration and expenses due to it under the terms of the Trust Deed (including, without limitation, pursuant to clause 14 (Remuneration and Indemnification of the Trustee) of the Trust Deed). Residual GAP Shares means the number of GAP Shares equal to the sum of: (a) the total number of Remaining GAP Shares; less (b) the number of Remaining GAP Shares that are distributed to Eligible Scheme Creditors on the Settlement Date. Rupiah and Rp. refer to the lawful currency of the Republic of Indonesia from time to time. Scheme means the scheme of arrangement proposed by the Scheme Company under Section 210 of the Act in its present form subject only to such modifications, conditions and/or approvals as may be imposed by the Court and as permitted by the terms of the Scheme. Scheme Claim means a claim against the Scheme Company and the Parent arising directly or indirectly out of, in relation to and/or in connection with the Trust Deed and/or the Notes (including claims by the Trustee for remuneration and

17 expenses due to it under the terms of the Trust Deed), whether before, at or after the Record Time, excluding the Excluded Liabilities. Scheme Company means BLD Investments Pte. Ltd. (Singapore UEN M), a private company with limited liability, incorporated under the laws of the Republic of Singapore. Scheme Consideration means the GAP Shares to be distributed and the Warrants (if Approved) to be issued in accordance with the Scheme. Scheme Costs means the funds paid on behalf of the Scheme Company by the Coordinating Committee for the purposes of funding certain costs and expenses of the Scheme in accordance with the Fee Letter. Scheme Creditor means a creditor of the Scheme Company in respect of a Scheme Claim and includes (for the avoidance of doubt, but without double counting in each case): (a) (b) (c) (d) Noteholders; the Trustee; the Depositary; and Account Holders and Intermediaries. Scheme Document means this composite document dated 31 August 2017 addressed to Scheme Creditors containing, among other things, the Explanatory Statement and the terms of the Scheme (including all appendices, schedules and annexures hereto). Scheme Manager means Mr Jason Aleksander Kardachi, care of Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore , as agent of the Scheme Company. Scheme Meeting means the meeting convened at the direction of the Court at which the Scheme will be considered and voted upon by the Scheme Creditors and any adjournment thereof. Securities Law Representations means those necessary representations to be made by all Eligible Noteholders and the Trustee as set out in Part 7 of the Account Holder Letter and Part 5 of the Proof of Debt

18 Settlement Date means the date falling two (2) weeks after the Effective Date (or if such date is not a Business Day, then the next succeeding Business Day) or in the event that the Settlement Date is otherwise postponed in accordance with Clause 23.2 of the Scheme, such later date to which the Settlement Date is postponed. Shareholder Approval means an ordinary resolution passed by the shareholders of the Parent at the EGM which will be convened on a best efforts basis, subject to prevailing laws and regulations of the Republic of Indonesia. Stock Exchange means the Indonesian stock exchange (Bursa Efek Indonesia). Subsidiary means any Person over which another Person has control, where control means either: (a) (b) direct or indirect ownership of more than fifty percent (50%) of the voting or economic ownership of such Person; or the ability (through any means) to influence or direct the composition of the board of directors or the day to day affairs of such Person. Supporting Scheme Creditor means a Scheme Creditor at the Record Time that votes in favour of the Scheme. Total Voting Claims means the aggregate amount of all Voting Claims of all Scheme Creditors, being the sum of the principal amount of the Notes and the Remuneration and Expenses Claim. Trust Deed means the Trust Deed dated 23 March 2010 between the Scheme Company, the Parent and the Trustee, pursuant to which the Notes were constituted. Trustee means The Bank of New York Mellon in its capacity as trustee under the Trust Deed. Undistributed GAP Shares means the number of GAP Shares equal to the sum of: (a) the total number of Residual GAP Shares; less (b) the total number of Distributed GAP Shares

19 U.S. Dollars and US$ refer to the lawful currency of the United States of America from time to time. USD IPO Price means US$0.011 (being the U.S. Dollar equivalent of the price at which the GAP Shares were issued through the initial public offering of such shares (i.e. Rp. 140) as determined by reference to the prevailing rate for the purchase of U.S. Dollars with Rupiah on 29 June 2016). US Person has the meaning provided in Regulation S. US Securities Act means the US Securities Act of 1933 (as amended) including the rules and regulations promulgated thereunder. Voting Claim means: (a) (b) with respect to each Noteholder, the outstanding principal amount of Notes to which it was entitled at the Record Time; and with respect to the Trustee, the total outstanding amount due to it from the Scheme Company under the Trust Deed at the Record Time in respect of the Remuneration and Expenses Claim. Voting Date means the Record Date. Voting Time means 5:00 p.m. (Singapore time) on the Voting Date. Warrants means the 2,518,461,951 warrants to be issued to Scheme Creditors in accordance with the terms and conditions set out in the Scheme and the Warrant Instrument. Warrant Instrument means the instrument constituting the Warrants, the form of which would be substantially the same as the form attached as Appendix 8. In the event that the relevant regulatory authorities (including but not limited to OJK) require amendments to the terms of the Warrants, the Parent reserves the right to agree to such amendments. Warrants Issue Date means the date on which the Parent, having obtained the requisite Approvals, issues the Warrants

20 EXPECTED TIMETABLE OF PRINCIPAL EVENTS (1) EVENT EXPECTED DATE AND TIME (2) Earlybird Deadline (3) Record Time (4) 5:00 p.m. on 22 September 2017 Voting Time (5) 5:00 p.m. on 22 September 2017 Adjudication Date (6) 27 September 2017 Circulation Date (7) 27 September 2017 Scheme Meeting (8) 10:00 a.m. on 26 October 2017 Court hearing to sanction Scheme (9) Week of 6 November 2017 Effective Date (10) Not earlier than 13 November 2017 Settlement Date (11) Bar Time (12) Final Settlement Date (13) Date on which Supporting Scheme Creditors holding 75% by value of the Voting Claims held by all Supporting Scheme Creditors collectively have voted in favour of the Scheme 2 weeks after the Effective Date 12 months after the Effective Date 2 weeks after Bar Date Release Date (14) 31 December 2018 Warrants Issue Date (15) Notes: Not earlier than 60 calendar days after the Effective Date (1) All references to time are references to Singapore time unless otherwise stated. (2) All dates in this expected timetable and mentioned throughout the Scheme Document assume that the Scheme Meeting is not adjourned. (3) An Earlybird Scheme Creditor shall be entitled to a portion of the Incentive GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Earlybird Scheme Creditor was entitled at the Record Time bears to the aggregate amount of the Voting Claims to which all Earlybird Scheme Creditors were entitled at the Record Time. (4) Entitlement to Scheme Consideration will be assessed as at the Record Time. Account Holder Letters must be completed in respect of interests in the Notes acquired prior to the Record Time. The Record Time and the Voting Time will be the same. (5) Each Noteholder will need to give its instructions to the relevant Account Holder as to voting. Noteholders should note, however, that unless a valid Account Holder Letter is delivered at or before the Record Time, the voting instructions contained in the Account Holder Letter will be disregarded for the purposes of voting at the Scheme Meeting and the relevant Noteholder will not be able to vote at the Scheme Meeting. (6) The Chairman shall notify each Scheme Creditor who has submitted an Account Holder Letter or Proof of Debt of the result of the Chairman s adjudication of its Account Holder Letter or Proof of Debt. (7) The Chairman shall provide each Scheme Creditor who has submitted an Account Holder Letter or Proof of Debt with a copy of the list of Scheme Creditors who have submitted an Account Holder Letter or Proof of Debt to the Chairman. (8) The Scheme Meeting will commence at the time stated. (9) The Court will hear the petition to sanction the Scheme. If this date changes: (i) the dates of all subsequent steps, including the Effective Date will be affected; and (ii) the date of the hearing will be announced at the Scheme Meeting to the extent then known

21 (10) The Effective Date is the date on which the Scheme becomes effective in accordance with its terms. The Effective Date shall be no more than ten (10) Business Days following the date on which each of the Conditions has been satisfied. The Effective Date will be specified by the Scheme Company in the Completion Notice. (11) The Settlement Date is the date on which the Incentive GAP Shares, the Additional GAP Shares and the relevant portion of the Remaining GAP Shares will be distributed to the Earlybird Scheme Creditors, the Coordinating Committee and the Eligible Scheme Creditors, respectively, in accordance with the terms of the Scheme. Conditional upon the distribution of the Incentive GAP Shares, the Additional GAP Shares and the relevant portion of the Remaining GAP shares to the Eligible Scheme Creditors and the GAP Shares Trustee, all Scheme Claims against the Scheme Company in respect of the Notes and/or the Trust Deed (including the Outstanding Balance) and against the Parent in respect of the Guarantee will be compromised and discharged fully and absolutely. (12) The Bar Time will be 5:00 p.m. (Singapore time) on the Bar Date. The Bar Date is an expected date and will occur twelve (12) calendar months after the Effective Date (or on the next succeeding Business Day). The Bar Date is the latest date by which each Scheme Creditor who did not deliver a valid Account Holder Letters or Proof of Debt (as applicable) at or before the Record Time must establish its entitlement to the Scheme Consideration in order to receive the Scheme Consideration to which it is entitled on the Final Settlement Date. If a Scheme Creditor fails to deliver a valid Account Holder Letters or Proof of Debt (as applicable) at or before the Bar Time, the Scheme Creditor s rights under the Scheme shall be extinguished and the Scheme Creditor will not be entitled to any Scheme Consideration. For the avoidance of doubt, the Bar Date is contingent upon the occurrence of the Effective Date. (13) The Final Settlement Date is an expected date and will occur two (2) weeks after the date of the Bar Date (or on the next succeeding Business Day). The Final Settlement Date is the latest date on which the Residual GAP Shares held on trust pursuant to the GAP Shares Trust Deed can be distributed in accordance with the terms of the GAP Shares Trust Deed. For the avoidance of doubt, the Final Settlement Date is contingent upon the occurrence of the Effective Date. (14) If the Warrants have not been Approved on or prior to the Release Date (the Parent having used its best efforts to obtain such Approval in accordance with the Deed of Undertaking and the prevailing laws and regulations of the Republic of Indonesia), the Parent will not be under any further obligation to seek Approval and/or issue the Warrants. For the avoidance of doubt, the Release Date is contingent upon the occurrence of the Effective Date. (15) The Warrants Issue Date is the date on which the Parent shall issue the Warrants (if Approved) to the Scheme Creditors who have established their entitlement to the Scheme Consideration prior to the Warrants Issue Date. For the avoidance of doubt, the Warrants Issue Date is contingent upon the occurrence of the Effective Date

22 IMPORTANT INSTRUCTIONS FOR NOTEHOLDERS, ACCOUNT HOLDERS, INTERMEDIARIES AND OTHER SCHEME CREDITORS You have been sent this Scheme Document because you are thought to be a Scheme Creditor. For the purposes of the Scheme, you will be a Scheme Creditor if (inter alia) you have: (i) a beneficial interest as principal in the Notes held in global form by the Depositary for the Clearing Systems at the Record Time (being 5:00 p.m. (Singapore time) on 22 September 2017); or (ii) a Remuneration and Expenses Claim. In respect of an interest or interests in the Notes, please determine whether you are a Noteholder, an Account Holder or an Intermediary. You may fall within more than one of these capacities depending on the circumstances applying to you. A diagrammatic representation of each of these various capacities is set out on page 22 of this Scheme Document to assist your understanding of the structure of the Notes and the Clearing Systems. 1. NOTEHOLDER You are a Noteholder if you hold or, as the case may be, held a beneficial interest as principal in Notes through the Clearing Systems at the Record Time. Examples of Noteholders include: (a) (b) (c) a Person who holds such an interest for his own account; a trustee who is holding such an interest as part of the assets of the trust which he administers; and an executor or personal representative where the estate of the deceased contains such an interest which was held for the deceased's own account. If you are a Noteholder, please read this Scheme Document carefully and follow the instructions set out in Appendix 1A. 2. ACCOUNT HOLDER You are an Account Holder in respect of an interest in the Notes held through the Clearing Systems if you are recorded as holding a book-entry interest in the Notes in an account with any of the Clearing Systems or, as the context requires, are or were recorded as holding such an interest in such account at the Record Time. Account Holders consist of those Persons holding securities accounts with Euroclear and/or Clearstream. If you are an Account Holder, you should promptly forward a copy of this Scheme Document to all Persons on whose behalf you hold an interest in the Notes. 3. INTERMEDIARY You are an Intermediary if you hold an interest in the Notes on behalf of another Person or, as the context requires, if you hold or held such an interest at the Record Time, and in either case you are not or (as appropriate) were not an Account Holder in respect of that interest. Examples of Intermediaries are stockbrokers, investment managers and nominee companies. If you are an Intermediary, you should promptly forward a copy of this Scheme Document to all Persons on whose behalf you hold an interest in the Notes

23 4. TRUSTEE The Bank of New York Mellon (in its capacity as Trustee for the Notes) and The Bank of New York Depository (Nominees) Limited (in its capacity as registered holder of the Global Note) have been directed by the Court not to, and accordingly will not, vote in respect of the Notes at the Scheme Meeting, in order to avoid double counting of the votes. However, the Trustee will be a Scheme Creditor and entitled to vote in respect of its Remuneration and Expenses Claim. The Trustee should read this Scheme Document carefully and follow the instructions set out in Appendix 1B

24 INTERESTS IN NOTES IN GLOBAL FORM HELD THROUGH CLEARING SYSTEMS The Bank of New York Depository (Nominees) Limited as registered holder of the Global Certificate Euroclear or Clearstream (Clearing System) OR Account Holder holding for own account as Noteholder* Account Holder holding as custodian Noteholder* holding for own account Intermediary holding as an agent Second Intermediary holding as an agent Noteholder* holding for own account * In respect of interests in the Notes held at the Record Time

25 QUESTIONS AND ANSWERS To assist Scheme Creditors in making a decision to vote either in favour of or against the Scheme, the following Questions and Answers have been prepared. Reading these Questions and Answers is not a substitute for reading the whole of the Scheme Document in full. Capitalised words and phrases used in these Questions and Answers have the meaning provided at pages 4 to 17 of this Scheme Document. What is the purpose of the Scheme Document? The purpose is to present information relating to the Scheme, to satisfy the requirements of the Act and applicable securities laws and to enable Scheme Creditors to make an informed decision about the Scheme. The Scheme Document also sets out the expected timetable for implementation of the Scheme. What is a scheme of arrangement? A scheme of arrangement is a compromise or arrangement between a company and its creditors (or a class of them) pursuant to Section 210 of the Act. To become legally binding such arrangements must be sanctioned by the Court, and, in addition: unless the Court orders otherwise, a simple majority in number of Scheme Creditors present and voting at the Scheme Meeting in person or by proxy (hereafter, a majority in number ), representing at least three fourths in value of the Scheme Claims of the Scheme Creditors present and voting at the Scheme Meeting in person or by proxy (hereafter, a majority in value ) must vote in favour of the Scheme at the Scheme Meeting; each and every condition specified by the terms of the arrangement must be satisfied in accordance with the terms of the arrangement; and an office copy of the order of the Court sanctioning such arrangement must be delivered to ACRA for registration. Only if each of these requirements is satisfied will the Scheme become legally binding (as a matter of Singapore law) on: (i) the Scheme Company; and (ii) all Scheme Creditors, regardless of whether such Scheme Creditors attended or voted (in favour or against) or did not vote on the Scheme at the Scheme Meeting. When is a scheme of arrangement used? A scheme of arrangement is frequently used as a means of implementing a financial restructuring and as an alternative to the commencement of Insolvency Proceedings. What is the objective of implementing the Scheme? The objective of the Scheme is to implement an arrangement and compromise between the Scheme Company and the Scheme Creditors, so as to create more favourable trading conditions for the Group to continue to carry on business as a going concern and to provide the Scheme Creditors a superior return than if the Scheme Company was placed into a formal Insolvency Proceeding. What arrangement and compromise does the Scheme seek to implement? The Scheme seeks to fully and absolutely compromise and discharge the liabilities of the Scheme Company (and, consequently, the Parent) arising directly or indirectly out of, in relation to and/or in connection with the Notes and the

26 Trust Deed. These liabilities comprise (i) approximately US$155,000,000 in principal amount outstanding under the Notes plus accrued and unpaid interest (including default interest), and (ii) approximately US$691, in connection with the Remuneration and Expenses Claim by the Trustee under the Trust Deed for services rendered as the Trustee. All such liabilities will be satisfied in exchange for (and conditional upon the receipt by Scheme Creditors of) Scheme Consideration to be distributed in accordance with the terms of the Scheme. What are the Conditions and what is their relevance to the Effective Date? The Conditions to the Scheme are set out in full at Chapter 4 of the Scheme. The Effective Date of the Scheme only arises once each of the Conditions has been satisfied. The Scheme Company will issue the Completion Notice to the Scheme Manager (which will circulate the Completion Notice to the Trustee and within the Clearing Systems for the benefit of Scheme Creditors) upon the satisfaction of the Conditions. The Completion Notice will specify the Effective Date, the Settlement Date, the Bar Date and the Final Settlement Date. What happens if the Conditions are not satisfied? The Scheme will not become effective. If the Scheme is not implemented, significant doubt will be cast on the ability of the Scheme Company and/or the Parent to continue to carry on business as a going concern. What is the position of the Board with regard to the Scheme? The Board, having considered the terms of the Scheme, the opinions expressed by the Financial Adviser, and advice from appropriate legal and financial advisers, considers that the Scheme is in the best interests of the Scheme Company and its shareholders and creditors as a whole. Based on the foregoing, the Board recommends that Scheme Creditors vote in favour of the Scheme at the Scheme Meeting. Who is a Scheme Creditor? You are a Scheme Creditor if you are a creditor of the Scheme Company in respect of a Scheme Claim. If you hold (or held) a beneficial interest as principal in the Notes at the Record Time, you will be a Scheme Creditor in your capacity as a Noteholder. If you are the Trustee of the Notes, you will be a Scheme Creditor in respect of the Remuneration and Expenses Claim. Scheme Creditors will be entitled to attend and vote in person or by proxy at the Scheme Meeting. The Chairman will send to every Scheme Creditor a list of Scheme Creditors who have filed the relevant Account Holder Letter or Proof of Debt (as the case may be) with the results of the Chairman s adjudication of the claims of each Account Holder Letter or Proof of Debt by 27 September 2017 ( Circulation Date ). How is the majority for the Scheme calculated? The Scheme Creditors attending and voting at the Scheme Meeting (in person or by proxy) will be counted for the 'majority in number' requirement, and the Voting Claims of Scheme Creditors attending and voting at the Scheme Meeting (in person or by proxy) will be counted for the 'majority in value' requirement. I am a Noteholder. How do I cast a vote? If you are a Noteholder and wish to vote at the Scheme Meeting, you should contact your Account Holder (or any Intermediary through which you hold your interest in the Notes) to ensure that an Account Holder Letter is completed on your behalf and submitted to the Chairman prior to the Record Time. Please give ample time to allow your Account

27 Holder and/or Intermediary to process your instructions and submit an Account Holder Letter on your behalf. To ensure timely submission of your Account Holder Letter, please check with your Account Holder for clarification as to the processing time required and deliver the appropriate materials well before that time. Before submitting your Account Holder Letter to the Chairman, your Account Holder should submit Blocking Instructions in respect of your holding in the Notes to Euroclear or Clearstream (as applicable). The Blocking Instruction reference number should be listed in Part 2 of your Account Holder Letter. An Account Holder Letter will not be valid unless it includes reference numbers for Blocking Instructions submitted in respect of the Notes the subject of that Account Holder Letter. Please note that Euroclear and/or Clearstream may impose an earlier deadline for the submission of Blocking Instructions and/or Account Holder Letters. To ensure timely submission of your Blocking Instructions and Account Holder Letter, please ask your Account Holder to check with the relevant Clearing System as to whether any earlier deadline is applicable and ensure your Blocking Instructions and Account Holder Letter are submitted well before any applicable deadlines. Any Noteholder that fails to submit a duly completed Account Holder Letter in respect of its Scheme Claims to the Chairman prior to the Record Time will not be entitled to vote at the Scheme Meeting. Any Noteholder who fails to submit a duly completed Account Holder Letter in respect of its Scheme Claims to the Chairman or provide affirmative Securities Law Representations to the Chairman prior to the Record Time will be deemed to be an Ineligible Scheme Creditor. The GAP Shares that would have been transferred to Ineligible Scheme Creditors will instead be held on trust for the benefit of the Ineligible Scheme Creditors in accordance with the terms of the GAP Shares Trust Deed, as described in paragraph 2.9 of the Explanatory Statement. The Parent will issue (if Approved) the Warrants that would have been issued to the Ineligible Scheme Creditors in accordance with the terms of the Warrant Instrument, as described in paragraph 2.9 of the Explanatory Statement. What are Blocking Instructions and why are they necessary? Blocking Instructions are irrevocable instructions which prevent transfers of the Notes until the Settlement Date. These restrictions are necessary to prevent the same holding of Notes being voted more than once. Blocking Instructions will be irrevocable after the Record Time unless and until: (a) (b) (c) the Scheme is not approved by the requisite statutory majorities at the Scheme Meeting, is withdrawn or is terminated in accordance with its terms; the Court does not grant an order sanctioning the Scheme; the Effective Date does not occur by 28 February 2018; or (d) the Settlement Date does not occur by 28 February Blocking Instructions are applicable only to Scheme Creditors who are Noteholders. How do I receive the Scheme Consideration in the form of GAP Shares? In order to receive your entitlement to the Incentive GAP Shares, Additional GAP Shares and/or Remaining GAP Shares (as applicable) on the Settlement Date, you must

28 (a) (b) if you are a Noteholder, provide a valid Account Holder Letter (including the details of a valid securities account: (i) with a bank that is enrolled in C-BEST; and (ii) that is a sub-account of an account held by the relevant bank with PT Kustodian Sentral Efek Indonesia; and a mailing address) to the Chairman before the Record Time; or if you are the Trustee (and then in relation to the Remuneration and Expenses Claim only), provide a duly completed Proof of Debt (including the details of a valid securities account: (i) with a bank that is enrolled in C-BEST; and (ii) that is a sub-account of an account held by the relevant bank with PT Kustodian Sentral Efek Indonesia and a mailing address) before the Record Time. Ineligible Scheme Creditors must establish their entitlement to the Scheme Consideration in accordance with the terms of the GAP Shares Trust Deed and provide the details of a valid securities account: (i) with a bank that is enrolled in C- BEST; and (ii) that is a sub-account of an account held by the relevant bank with PT Kustodian Sentral Efek Indonesia to the Scheme Company prior to the Bar Time in order to receive their entitlement to the Remaining GAP Shares on the Final Settlement Date. Scheme Creditors who do not establish their entitlement to the Scheme Consideration prior to the Bar Time will be deemed to have absolutely and irrevocably waived their entitlement to the Scheme Consideration. Such Scheme Creditors will not receive any GAP Shares or Warrants. Instead, the Scheme Consideration to which such Ineligible Scheme Creditors would have been entitled will be distributed on the Final Settlement Date to the Bar Date Scheme Creditors such that each Bar Date Scheme Creditor receives a portion of such Scheme Consideration that reflects the proportion that the aggregate amount of the Voting Claims to which that Bar Date Scheme Creditor was entitled at the Record Time bears to the aggregate amount of the Voting Claims to which all Bar Date Scheme Creditors were entitled at the Record Time. How do I receive the Scheme Consideration in the form of Warrants? If the Scheme is approved, Scheme Creditors will receive the benefit of an undertaking by the Parent to use its best efforts basis to obtain Approval of the Warrants in accordance with prevailing laws and regulations of the Republic of Indonesia and issue the Warrants as soon as practicable after the Settlement Date. Each Scheme Creditor who establishes its entitlement to the Scheme Consideration prior to the Bar Time shall be entitled (if Approved and issued) to receive a number of Warrants that reflects the proportion that the aggregate amount of the Voting Claims to which that Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time. What happens if Scheme Creditors do not approve the Scheme? If the Scheme is not approved by the majorities required by the Act, the Scheme will not become effective. If the Scheme is not implemented, significant doubt will be cast on the ability of the Scheme Company and/or the Parent to continue to carry on business as a going concern. What is the location, date and time of the Scheme Meeting? The Scheme Meeting will take place at 55 Market Street, #03-01, Singapore at 10:00 a.m. (Singapore time) on 26 October The notice which convenes the Scheme Meeting is set out at Appendix 3. When do you expect the Scheme to become effective? Provided that: (i) the Scheme receives the approval of the requisite majorities of Scheme Creditors at the Scheme Meeting; (ii) the Court grants an order which sanctions the Scheme; and (iii) all other Conditions are satisfied in a timely manner in accordance with the terms of the Scheme, it is expected that the Effective Date will occur at or around the end of

29 What are the tax consequences of the Scheme? Tax considerations may be complex. The tax consequences arising for you as a result of the Scheme becoming effective depend on the facts relating to your own personal situation. It is recommended that you consult with your own tax adviser for a full understanding of any such tax consequences as they may be applicable to you. What is the Helpline? If you have any questions relating to the Scheme Document, the Account Holder Letter or the Proof of Debt Form, please contact the Scheme Manager at the Helpline. You may contact the Scheme Manager by telephone between the hours of 9:00 a.m. and 6:30 p.m. (Singapore time) on or by at BLDInvestments@borrelliwalsh.com. The Scheme Manager cannot and will not provide advice on the merits of the Scheme or give any financial or legal advice, and will under no circumstances be soliciting proxies or votes in respect of the Scheme. Where can I obtain copies of the Scheme Document and accompanying Schedules and Appendices? Further copies of the Scheme Document can be obtained via request to the Scheme Manager at BLDInvestments@borrelliwalsh.com and may also be downloaded at

30 LETTER FROM THE BOARD OF BLD INVESTMENTS PTE. LTD 10 Anson Road #03-05 International Plaza Singapore (079903) Dear Scheme Creditors, 1. INTRODUCTION This letter is part of an Explanatory Statement which has been sent to you for the reasons set out below. In considering the action to take in relation to the Scheme, you should not rely exclusively on this letter and should also consider the more detailed information contained elsewhere in the Scheme Document. Capitalised words and phrases used in this letter have the meaning provided at pages 4 to 17 of this Scheme Document. 2. PURPOSE OF THE EXPLANATORY STATEMENT The Explanatory Statement, which is provided pursuant to the Act, has been prepared for the purpose of providing you with sufficient information to make an informed decision whether to vote in favour of or against the Scheme. The principal terms and effects of the Scheme are summarised in the Explanatory Statement. The Scheme itself begins at page 46 of this Scheme Document. You are urged to read the Explanatory Statement (including the Information Memorandum) as well as the Scheme carefully and in their entirety. You should seek and take whatever advice you consider necessary to enable you to make a decision about whether to vote in favour of or against the Scheme. This letter explains why the Board considers the Scheme is in the best interests of Scheme Creditors, shareholders of the Parent, and the Group as a whole. In those circumstances, the Board recommends that you vote in favour of the Scheme at the Scheme Meeting. 3. BACKGROUND The Group engages in the development and management of property and property-related infrastructure in prime locations in Indonesia and owns the largest development area and land bank in the central business district in Jakarta, Indonesia. The Notes were issued in order to: (i) finance the cost of entering into an equity swap transaction with Credit Suisse International to hedge certain risks arising in connection with the potential conversion of the Notes into shares of the Parent; and (ii) invest in the debt securities of or loans to affiliates of the Parent. The proceeds of such securities and/or loans have subsequently been applied towards such affiliates general corporate purposes, financing their respective working capital needs and refinancing the then-outstanding indebtedness. Deterioration of the Financial Position of the Group The financial position of the Group had deteriorated in the period leading up to 2013 due to a number of factors, both macroeconomic and industry-specific: (a) In 2012, despite Indonesia s strong macro-economic conditions and property sector, the Group did not perform as well as expected. The Group faced increasingly stiff competition from other property developers and this was exacerbated by the scattered and diverse portfolio of the Group. As a result,

31 the Group s stock performance, profitability level and debt ratio deteriorated. (b) In 2013, the Group s business was adversely affected by the slowdown in growth of the property sector in Indonesia which was largely driven by falling demand due to (among other things): (i) the Bank of Indonesia raising interest rates to 7.5%; (ii) the imposition of the Loan-to-Value Ratio policy that surged to 50% for second-home buyers; and (iii) substantial political uncertainty due to the general elections in (c) (d) (e) (f) On 3 March 2013, Noteholders holding US$151 million in the principal amount of the Notes exercised their Put Option requiring the Group to buy back the Notes. On 25 March 2013, the Trustee issued a default notice to the Scheme Company and the Parent following the Group s non-compliance with the terms of the Put Option, requiring either the Scheme Company or the Parent to rectify the default within 5 Business Days. On 27 March 2013, the Scheme Company issued a notice to Noteholders advising that the Scheme Company was not in a position and did not have sufficient cash to make interest payments under the Notes or fulfill its obligations under the Put Option. On 28 August 2013, the Trustee issued a default notice to the Scheme Company and declared the entire outstanding principal amount of the Notes immediately due and payable. In addition to not having insufficient cash resources to repay the Notes, the stigma associated with other recent loan defaults and debt restructurings of the Group prevented the Parent from being able to refinance its existing debt facilities or the Notes to allow repayment. Since 2013, the Group s business has not recovered sufficiently. In 2014: (a) (b) The Parent faced many challenges in the property industry, which included a slowdown in the macroeconomic conditions, adverse interest rates, as well as various government regulations and obstacles that inhibited the growth of the property sector. This included the increase in the benchmark interest rate ( BI Rate ). In November 2013, Bank Indonesia raised its BI Rate to 7.5%. A year later, this was raised to 7.75%. This policy had a significant impact on the Parent. First, the increase in BI Rate significantly inhibited access to funding for property projects. The costs of borrowing increased, which in turn led to an increase in the Parent s debt obligations. Second, the increase in BI Rate also led to an increase in the costs of raw materials and construction. Third, the increase in BI Rate was accompanied by an increase in interest rates of property loans, thereby reducing the consumers purchasing power. (c) These challenging conditions impacted the growth of the property sector, as evidenced by the slowdown in the increase of residential property prices across the board in all sectors of the primary market. (d) The commercial property business sector was likewise not spared, though it is believed that the slowdown in this sector was primarily caused by the wait-and-see policy adopted by major business

32 players in deciding their expansion policy, due the then-impending presidential elections. (e) Despite these adverse macroeconomic conditions, the Parent recorded a positive net income. However, from the perspective of operating cash flow, the Parent s net cash declined by 51.0% compared to While the Parent recorded an increase in its net profit, the Parent s total revenue for 2014 decreased 50.6% from the previous year. In 2015: (a) (b) Indonesia s economic growth decelerated. In 2015, the national economy grew 4.79% compared to 2014, in which it grew 5.02%. Apart from slower economic growth, the Rupiah also depreciated against the U.S. Dollar in 2015, which inevitably affected the country s economic situation, including the property sector. In general, the steady deterioration of the Rupiah against the U.S. Dollar from 2012 to 2015 has meant that the Parent s revenue (primarily generated in Rupiah) has less ability to meet the U.S. Dollar payments (in particular the interest payments on the Notes, which continues to accrue). A slowdown in the property sector was particularly observed in the commercial property sector. The occupancy rate for office premises in the Jakarta central business district ( CBD ) was 92.7%, which was a drop of 2.7% from the year before. Apartment sales were also sluggish as potential investors and buyers were more cautious. The absorption level for apartments in the third quarter of 2015 in general fell moderately to 85.8% or decreased 1% from the previous quarter. Aside from commercial property, a decelerated trend was also evident in the residential property business. This was shown in Bank Indonesia s survey on the price of residential properties in the primary market. The growth in the residential property price index in 2015 slid to as much as 4.3% Year on Year ( YoY ) compared to 6.3% YoY in (c) Throughout 2015, the domestic property industry had to deal with tax issues related to luxury property taxes. Changes in tax regulations affected the sales of the Parent s property products, specifically for the upscale and/or those categorized as luxury segment. Furthermore, other government policies, such as the prohibiting of government bodies from holding events in hotels, which was issued in 2015, had also directly impacted the occupancy of hotels owned by the Parent and throughout Indonesia. (d) As a result of the aforesaid conditions, the Parent s consolidated total revenues in 2015 declined from the previous year, amounting to Rp1,396 trillion. The Parent s net loss was Rp726.3 billion. In 2016: (a) (b) Abundant availability of property unit such as offices and apartments caused slower price increases and overall growth. Colliers International noted that the demand for office space was only about thousand square meters per year, while the addition to available office space reached 731 thousand square meters in The unresolved oversupply conditions remained a challenge for industrial properties and apartment property sectors. According to a survey by Bank Indonesia, the rising prices of residential properties at developers level reached only 2.38% in 2016 or a 2.75% drop from last year. The standard type property sector reached 3.28%, the medium type reaching 2.65% and while the large type dropped by 1.24%. This performance was influenced by fluctuating economic conditions, sluggish purchasing power and restrained investment due to the uncertainty about the political and social situation

33 (c) As of 31 December 2016, the Parent recorded a decrease in net loss of Rp billion, down 24% from the previous year s loss of Rp billion. The Current Financial Position of the Group The financial position of the Group remains precarious, with the result being the Group continues to be unable to service its obligations in respect of the Notes. In this regard, the Group was unable to satisfy its obligations in relation to the Put Option, which resulted in the occurrence of an event of default in respect of the Notes that is continuing. Consequently, the Trustee issued a default notice to the Scheme Company and declared the entire outstanding principal amount of the Notes immediately due and payable. The MOU Notwithstanding the continuing payment default in respect of the Notes, the Parent and the Scheme Company remained committed to satisfying their financial obligations and engaged in restructuring discussions with the Coordinating Committee. As a result of these discussions, the Parent, the Scheme Company, GAP and PBU entered into the MOU with the Coordinating Committee on 31 July 2016 (which documents the restructuring heads of terms) and executed an extension to the MOU on 23 December 2016 to allow the Parent and the Scheme Company to engage in further discussions with the Coordinating Committee regarding implementation of the terms of the restructuring set out in the MOU. The Coordinating Committee now holds thirty point nine percent (30.9%) in outstanding principal amount of the Notes. As compensation for work undertaken by the Coordinating Committee in connection with the negotiation of the restructuring of the Notes since May 2013, it is a term of the MOU that the Coordinating Committee will receive the Additional GAP Shares, which shall be allocated between the members of the Coordinating Committee at their discretion. The Fee Letter Following completion of the process described above, the Coordinating Committee agreed (pursuant to the Fee Letter) to make payment on behalf of the Scheme Company and PBU of certain initial costs incurred and/or to be incurred by them in connection with the implementation of the terms of the restructuring of the Notes via this Scheme. In consideration for the foregoing, the Parent, Scheme Company and PBU agreed to pay the amounts due to the Coordinating Committee under the Fee Letter by 30 April 2017 (or such later date as agreed by the parties to the Fee Letter) and pledge the GAP Shares in favour of the Coordinating Committee to secure all amounts outstanding under the Fee Letter. The GAP Share Pledge is enforceable upon (among other things) the failure by the Parent, the Scheme Company or PBU to make any payment due under the Fee Letter or otherwise comply with any term of the Fee Letter or the GAP Share Pledge. It is a term of the Fee Letter that the amounts outstanding under the Fee Letter must be paid before the Scheme comes into effect and the Coordinating Committee has expressed that their support for the Scheme is conditional on such repayment. In connection with the Fee Letter, the Reimbursement GAP Shares (or a part thereof) may be disposed of prior to the Effective Date and the proceeds applied by PBU to fund the reimbursement of the Incurred Expenses. In this regard, PBU and the Coordinating Committee issued the Joint Instruction to Madison Pacific Trust Limited (as the Custodian) on 24 August The amount of GAP Shares sold pursuant to the Joint Instruction will be deducted from the number of GAP Shares that form part of the Scheme Consideration. It is, however, important to note that the Scheme could not proceed without the Coordinating Committee making payment of certain fees and expenses on behalf of the Scheme Company. Accordingly, the Scheme Company considers these arrangements fair and reasonable in all relevant circumstances and notes that the reimbursement of the Incurred Expenses (in an aggregate amount of US$2,400,000) is a condition to the effectiveness of Scheme. The Incurred Expenses (or remaining portion thereof) will be paid in cash to the extent the sale of the Reimbursement GAP Shares does not generate sufficient proceeds to fund payment of such amounts in full

34 4. REASONS FOR THE PROPOSED SCHEME The purpose of the Scheme is to effect an arrangement and compromise in respect of the Notes and/or the Trust Deed. This arrangement and compromise will result in the Scheme Company and the Parent being discharged from amounts outstanding and owed by them under and/or in connection with the Notes and the Trust Deed. In exchange for the arrangement and compromise mentioned above: (a) (b) (c) (d) (e) (f) (g) (h) each Earlybird Scheme Creditor will receive a portion of the Incentive GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Earlybird Scheme Creditor was entitled at the Record Time bears to the aggregate amount of the Voting Claims to which all Earlybird Scheme Creditors were entitled at the Record Time, provided that such Earlybird Scheme Creditor has completed all necessary know your customer or similar checks of the Custodian; the Coordinating Committee will (as compensation for the work undertaken in connection with negotiating the restructuring since May 2013) receive the Additional GAP Shares, which shall be allocated between the members of the Coordinating Committee at their discretion, provided that such member of the Coordinating Committee has completed all necessary know your customer or similar checks of the Custodian; each Eligible Scheme Creditor will receive a portion of the Remaining GAP Shares that reflects the proportion that the aggregate amount of Voting Claims to which that Eligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time, provided that such Eligible Scheme Creditor has completed all necessary know your customer or similar checks of the Custodian; all rights, title and interest of PBU in relation to the Residual GAP Shares shall be irrevocably extinguished, such that title to the Residual GAP Shares vests in the GAP Shares Trustee and the GAP Shares Trustee will enter into the GAP Shares Trust Deed pursuant to which it will undertake to hold the Residual GAP Shares on trust for the Ineligible Scheme Creditors in accordance with the terms of the GAP Shares Trust Deed; each Ineligible Scheme Creditor that establishes its entitlement to the Scheme Consideration and provides affirmative Securities Law Representations prior to the Bar Time in accordance with the terms of the GAP Shares Trust Deed will receive a portion of the Remaining GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Ineligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time, provided that such Ineligible Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee; each Bar Date Scheme Creditor will receive a portion of the Undistributed GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Bar Date Scheme Creditor was entitled at the Record Time bears to the aggregate amount of the Voting Claims held by all Bar Date Scheme Creditors at the Record Time, provided that such Bar Date Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee; each Eligible Scheme Creditor will receive a portion of the Warrants (if Approved) that reflects the proportion that the aggregate amount of the Voting Claims to which that Eligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at Record Time; and each Ineligible Scheme Creditor that establishes its entitlement to the Scheme Consideration prior to the Bar Time and provides affirmative Securities Law Representations will receive a portion of the

35 Warrants (if Approved) that reflects the proportion that the aggregate amount of the Voting Claims to which that Ineligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time. On or around the Adjudication Date, the Custodian (upon the provision of the relevant Scheme Creditor s notice details by the Scheme Manager) will provide each relevant Scheme Creditor with a written request specifying the KYC Documentation that is required by the Custodian to complete all necessary know your customer or similar checks of the Custodian. Each relevant Scheme Creditor shall promptly, but in no event later than 1 November 2017, supply or procure the supply of, the KYC Documentation to the Custodian. The Custodian shall be entitled to (but not obliged to) accept such KYC Documentation after 1 November 2017, but in any event, no later than the Settlement Date, for the purpose of the distribution of the Scheme Consideration on the Settlement Date. For the avoidance of doubt, the Custodian and/or the GAP Shares Trustee (as the case may be) shall only be obliged to effect the transfer and/or distribution of GAP Shares to a Scheme Creditor in accordance with the terms of the Scheme and/or the GAP Shares Trust Deed (as the case may be) if the Custodian and/or the GAP Shares Trustee (as the case may be) is satisfied that it has completed all necessary know your customer checks or other similar checks in relation to that Scheme Creditor under all applicable laws and regulations. The Scheme Consideration will be accepted by all Scheme Creditors in full and final satisfaction of the liabilities of the Scheme Company in respect of the Notes and the Trust Deed and the Parent in respect of the Guarantee and the Trust Deed. For the avoidance of doubt, if the Warrants are not Approved on or prior to the Release Date (the Parent having used its best efforts to obtain such Approval in accordance with the Deed of Undertaking and the prevailing laws and regulations of the Republic of Indonesia), from the Release Date henceforth, the Parent will not be under any further obligation to seek Approval and/or issue the Warrants. 5. WHY IMPLEMENT THE SCHEME NOW? The Board believes that, if the Scheme is not implemented, the Group will be unable to discharge its financial liabilities in full and will therefore be unlikely to be able to continue to operate as a going concern. As set out in this letter and in the Scheme Document itself, the Scheme Company has been unable to discharge its indebtedness under and in respect of the Notes. Moreover, given the existence of the Guarantee granted by the Parent, this failure to discharge the underlying primary indebtedness threatens the viability of the Group as a whole. The uncertain financial viability of the Scheme Company and the Parent has been generally known for a significant period of time. This has put material pressure on the ability of the Group to retain key personnel and customers. Furthermore, local creditors of the Group have expressed, and continue to express, material concerns over the financial condition of the Group. If these concerns are not addressed satisfactorily, there is a real risk that financial creditors in the Republic of Indonesia may withdraw or limit the amount of any working capital facilities made available to the Group, which would have a very significant and negative impact on the ability of the Group to continue its operations. These operations are vital to the survival of the Group as a going concern. Moreover, enforcement proceedings (including applicable Insolvency Proceedings) could be initiated which would materially and adversely affect the operations of the Group as a whole. In order to avoid such a scenario, the Scheme is intended to create a more stable financial environment whereby the business of the Group can be developed to ensure, among other things, the payment of all working capital facilities of the Group in the ordinary course. In the opinion of the Board and the Parent Board, the implementation of the Scheme would significantly enhance the prospects of avoiding enforcement action and/or Insolvency Proceedings

36 It is against this difficult background that the Board believes it is imperative that the Scheme be implemented as soon as possible. The survival of the Group is dependent on the successful implementation of the Scheme. Without the survival of the Group, the Scheme Company will not have the ability to repay the Notes or easily provide any meaningful consideration (such as the GAP Shares) to Noteholders, as the Scheme Company is entirely dependent on the financial support of the Group. 6. ALTERNATIVES TO THE PROPOSED SCHEME The Scheme Company and the Board have considered various alternative strategies to what is presently proposed. Alternative strategies are necessarily limited but include: (i) a purely consensual arrangement that is to say, implementing a restructuring of the Notes without the Scheme; and (ii) the commencement of Insolvency Proceedings in respect of the Scheme Company and/or the Parent. Consensual Arrangement The primary advantage of the Scheme over a consensual arrangement with Scheme Creditors is that, if the Scheme becomes effective in accordance with its terms and the Act, it will be binding on all Scheme Creditors whether they voted in favour of, or against, or did not vote on, the Scheme. This is particularly important where, as in this matter, beneficial interests in a Global Note are held by many different Persons through the Clearing Systems and it is not possible to identify all of the holders of such beneficial interests. Apart from the Notes held by the Coordinating Committee, the Scheme Company has thus far only able to identify the holders of an additional 30% in outstanding principal amount of the Notes as a result of notices dated 10 July 2015 and 27 October 2015 that were disseminated to Noteholders through the Clearing Systems. However, the holders of 39.1% in outstanding principal amount of the Notes remain unidentified. The failure to identify the holders of a significant portion of the Notes means that the Scheme Company is unable to effect a restructuring of the Notes by convening a meeting of Noteholders to pass an extraordinary resolution in accordance with the terms of the Trust Deed because the terms of the proposed restructuring would require a quorum of two or more persons present in person holding the Notes or being proxies or representatives and holding or representing in the aggregate not less than 75% in principal amount of the Notes for the time being outstanding. Accordingly, the Scheme Company has no option but to seek to effect a restructuring of the Notes via a collective procedure whereby unidentified minority holders can be bound by the terms of a restructuring consented to by the majority. Conversely, any consensual arrangement can only bind those Persons who expressly agree to such an arrangement. The inability to bind all Persons with an interest in the Notes may cause Scheme Creditors to be reluctant to enter into any such arrangements as non-consenting Scheme Creditors may seek to obtain more favourable terms by 'holding-out' from such arrangements. There is also a risk that any dissenting creditors may commence enforcement action or petition for the initiation of Insolvency Proceedings in respect of the Scheme Company and/or the Parent. The issue of ensuring that any dissenting or 'hold-out' Scheme Creditors are bound by the compromise arrangements is the major factor suggesting that implementation of the proposed Scheme is the most efficient and pragmatic means to achieve a restructuring of the Notes. Insolvency Proceedings A further alternative to the proposed Scheme is for the Scheme Company to enter into an Insolvency Proceeding in the Republic of Singapore and/or such other jurisdiction (if any) as might have jurisdiction over the affairs of the Scheme Company, and/or for the Parent to file for bankruptcy or suspension of payment proceedings in Indonesia in accordance with the Indonesian Bankruptcy Law. If the Scheme Company were to enter into Insolvency Proceedings in the Republic of Singapore, the only applicable Insolvency Proceeding would likely be an insolvent liquidation of the Scheme Company. If the Parent were to file for suspension of payment proceedings in Indonesia (know as "PKPU" or Penundaaan Kewajiban Pembayaran Utang), it may

37 trigger termination of key licenses and operating agreements, impact relationships with customers and suppliers and impact the Group s onshore banking arrangements. Appendix 6 exhibits the Fairness Opinion prepared by the Financial Adviser. The Fairness Opinion includes estimated recoveries to Scheme Creditors, in the event that the Group were to enter into liquidation or bankruptcy (as applicable). The Fairness Opinion includes estimated returns to Scheme Creditors in a liquidation or bankruptcy (as applicable) of the Group (rather than in a liquidation of the Scheme Company) given the existence of the Guarantee. The Financial Adviser determined that, in such a scenario, the recovery to Scheme Creditors would be between 1.8% to 14.8% of the Outstanding Balance. In contrast, the estimated net present value of the returns to Scheme Creditors under the Scheme would be approximately 20.5% to 56.5% of the Outstanding Balance. These estimates are based on the assumptions outlined in the Fairness Opinion Having considered the potential alternative strategies, the Scheme Company, the Board and the Parent Board have concluded that commencing Insolvency Proceedings in respect of the Scheme Company and/or the Parent would not be in the best interests of the Group, or its creditors and shareholders. Rather, the Scheme Company, the Board and the Parent Board believe the implementation of the Scheme offers the best prospects for the Scheme Company and the Group in the light of prevailing circumstances. Ultimately, the Scheme Company, the Board and the Parent Board believe that the Scheme offers Scheme Creditors the best prospects of allowing the Group to continue to carry on its business as a going concern which is expected to provide a more advantageous return to Scheme Creditors compared to the Parent and/or the Scheme Company being placed into a formal Insolvency Proceeding. 7. THE PROPOSED SCHEME Your attention is drawn to the Explanatory Statement, which describes in fuller detail the terms of the Scheme. You are urged to read the Explanatory Statement, the Information Memorandum and the Scheme carefully and in their entirety and to seek and take whatever advice you consider necessary in order to make a decision as to whether to vote in favour of or against the Scheme. The Scheme seeks to compromise and discharge all liabilities of the Scheme Company and the Parent under and in respect of the Notes and the Trust Deed and the Parent in respect of the Guarantee and the Trust Deed. Accordingly, upon the Settlement Date, the immediate effect of the Scheme is that all indebtedness due under: (i) the Notes; (ii) the Trust Deed and (iii) the Guarantee granted by the Parent will (as a matter of Singapore law) be fully compromised and discharged; in exchange for (and conditional upon) the distribution of the GAP Shares and the execution of the Deed of Undertaking in accordance with the terms of the Scheme. 8. COMPLETION OF THE SCHEME In addition to each of the other Conditions, in order for the Scheme to become effective, it will be necessary, among other things, to secure the requisite support of the Scheme Creditors at the Scheme Meeting (namely, a simple majority in number representing at least three-fourths by value, as set out above) as well as the sanction of the Court. In this regard, the Board understands that the Coordinating Committee supports the implementation of the Scheme and intends to vote in favour of the Scheme at the Scheme Meeting, subject to the definitive documents in respect of the Scheme and all related transactions being in form and substance satisfactory to the Coordinating Committee. 9. RISK FACTORS The Group's ability to continue to operate as a going concern and the Parent s ability to issue and settle the Warrants is subject to certain operating and other risks. You are advised to consider the matters set out in the Explanatory Statement as well as those matters set out under the heading Risk Factors in the Information Memorandum

38

39 EXPLANATORY STATEMENT 1. INTRODUCTION You have been sent this Scheme Document because the Scheme Company believes that you are a Scheme Creditor (i.e. you have an interest in the Notes and/or you are the Trustee (in respect of the Remuneration and Expenses Claim only)). The Board strongly recommends that you consider this Scheme Document and the accompanying Information Memorandum, which contains detailed financial, business and other information on the Parent and GAP. For the purposes of complying with the Act, the Scheme will proceed on the basis that Scheme Creditors constitute a single class of creditors of the Scheme Company. The Scheme only applies to Scheme Claims and does not apply or affect other Persons (including the general body of creditors of the Scheme Company as a whole). Given that the Scheme Company is merely a financing vehicle within the Group, there are only limited other Persons who may have become creditors of the Scheme Company in the ordinary course of business. Your attention is drawn to the letter and recommendation of the Board beginning at page 28 of this Scheme Document. This letter summarises the benefits to Scheme Creditors of the Scheme becoming effective. 2. THE SCHEME 2.1 Overview The purpose of the Scheme is to effect an arrangement and compromise in respect of the Notes. This arrangement and compromise will result in the Scheme Company and the Parent being discharged from amounts outstanding and owed by them under the Notes and the Trust Deed. On or subsequent to the Effective Date, the Scheme Company and BLDA, which were incorporated for the sole purpose of issuance of the Notes, may pass resolutions that they be wound up. The overall objectives of the Scheme are: (i) to maximise recoveries to Persons with a financial interest in the Scheme Company in a fair and equitable way consistent with applicable law and the economic consequences of financial distress; and (ii) to enable the Group as a whole to continue to carry on business as a going concern. As compensation for work undertaken by the Coordinating Committee in connection with the negotiation of the restructuring of the Notes since May 2013 and the implementation of the restructuring via this Scheme, it is a term of the Scheme that the Coordinating Committee will receive the Additional GAP Shares, which shall be allocated between the members of the Coordinating Committee at their discretion. 2.2 The Scheme and its Conditions In order to ensure that the interests of Scheme Creditors are protected, the Scheme does not become legally binding unless and until the Conditions have been satisfied. Each of the Conditions must be satisfied in order for the Effective Date to occur. Following satisfaction of the Conditions, the Scheme Company shall issue and deliver the Completion Notice to the Scheme Manager, which will notify the Trustee and circulate the Completion Notice within the Clearing Systems for the benefit of all Scheme Creditors. A list of each of the Conditions is set out in Chapter 4 of the Scheme. The most important Condition is that the Scheme must be sanctioned by the Court in order to become effective in accordance with the Act

40 Another Condition is payment by the Scheme Company of US$2,400,000 to the Coordinating Committee in respect of all amounts due to the Coordinating Committee under the Fee Letter and certain other fees and expenses incurred by the Coordinating Committee since 8 March 2017 (being, the Incurred Expenses). This amount includes (among other things) certain costs and expenses in connection with the Restructuring that were paid by the Coordinating Committee on behalf of the Scheme Company and PBU and which must now be reimbursed to the Coordinating Committee. This also includes the professional fees and expenses incurred by the Coordinating Committee in connection with the Restructuring. The Scheme Company notes that the Scheme could not proceed without the Coordinating Committee making payment of these fees on its behalf and, accordingly, considers these arrangements fair and reasonable in all relevant circumstances. 2.3 Other indebtedness of the Scheme Company and the Parent Apart from Scheme Claims, the Scheme does not seek to vary or compromise any liabilities due to any other Person (including the Parent in respect of the Scheme Costs). Subsequent to the Effective Date, the Scheme Company may pass resolutions that it be wound up. 2.4 Effectiveness of the Scheme On the Effective Date, the Scheme will be binding on the Scheme Company and all Scheme Creditors, regardless of whether such Scheme Creditors attended or voted (in favour of or against the Scheme) at the Scheme Meeting. 2.5 Compromise of Scheme Claims On the Settlement Date: (i) all Scheme Claims against the Scheme Company arising directly or indirectly out of, in relation to and/or in connection with the Notes and/or the Trust Deed; and (ii) all liabilities of, and claims against, the Parent under the Guarantee; shall be compromised and discharged in full. Furthermore, the Trust Deed shall be extinguished and cease to be enforceable and have any effect whatsoever under the laws of Singapore and each of the Scheme Company and the Parent shall cease to have any further liabilities or obligations under the Trust Deed. The compromise and discharge of the Scheme Claims, the Guarantee and the Trust Deed on the Settlement Date shall be conditional upon the distribution of the GAP Shares on the Settlement Date in accordance with the terms of the Scheme. For the avoidance of doubt, the compromise and discharge of the Scheme Claims shall not be conditional upon the issuance and receipt of the Warrants, which will only be issued if the Approval is obtained. On the Settlement Date: (i) the Custodian will distribute the Incentive GAP Shares to the Earlybird Scheme Creditors, the Additional GAP Shares to the Coordinating Committee and the relevant portion of the Remaining GAP Shares to Eligible Scheme Creditors; and (ii) the GAP Shares Trustee will enter into the GAP Shares Trust Deed pursuant to which it will undertake to hold the Residual GAP Shares on trust for the Ineligible Scheme Creditors in accordance with the GAP Shares Trust Deed. As soon as reasonably practicable thereafter, but in any event no later than the Final Settlement Date, the GAP Shares Trustee will distribute the relevant portion of the Remaining GAP Shares to Ineligible Scheme Creditors who establish their entitlement to the Scheme Consideration prior to the Bar Time and the Undistributed GAP Shares to the Bar Date Scheme Creditors in accordance with the Scheme and the GAP Shares Trust Deed, provided that such Bar Date Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee. The Custodian and/or the GAP Shares Trustee (as the case may be) shall only be obliged to effect the transfer and/or distribution of GAP Shares to a Scheme Creditor in accordance with the terms of the Scheme and/or the GAP Shares Trust Deed (as the case may be) if the Custodian and/or the GAP Shares Trustee (as the case may be) is satisfied that it has completed all necessary know your customer checks or other similar checks in relation to that Scheme Creditor under all applicable laws and regulations

41 In the event that the Parent obtains the necessary Approval for the issuance of the Warrants, the Parent will issue the Warrants to the Scheme Creditors who have established, prior to the Bar Time, their entitlement to the Scheme Consideration prior to such issuance. The GAP Shares, and (if Approved and issued) the Warrants, will be accepted by the Scheme Creditors in full and final repayment of (i) the liabilities of the Scheme Company in respect of or in connection with the Notes, and (ii) the Parent in respect of the Guarantee. For the avoidance of doubt, the failure to issue the Warrants shall not in any way whatsoever affect the compromise and discharge of the Scheme Claims of the Scheme Creditors against the Scheme Company and the Parent on the Settlement Date. If the Warrants are not Approved on or prior to the Release Date (the Parent having used its best efforts to obtain such Approval in accordance with the Deed of Undertaking and the prevailing laws and regulations of the Republic of Indonesia), from the Release Date henceforth, the Parent will not be under any further obligation to seek Approval and/or issue the Warrants. 2.6 Discharge of the Global Note and Trust Deed On the Settlement Date, the Global Note and the Trust Deed shall, as a matter of Singapore law, be extinguished in accordance with the terms of the Scheme. 2.7 Description of GAP Shares Issuer PT Graha Andrasentra Propertindo Tbk. Listing The GAP Shares are in dematerialised form and listed on the Indonesian Stock Exchange. Accounts The GAP Shares will be distributed to Eligible Scheme Creditors through C-BEST. In order to hold the GAP Shares, Scheme Creditors must provide details of a C-BEST account in their Account Holder Letter or Proof of Debt (as the case may be). Applicable Taxes A tax of 0.1% on the gross proceeds of sale applies to every transfer of shares through the Indonesian Stock Exchange. PBU will be responsible for all taxes and fees which may be incurred as a result of any transfer of the GAP Shares to the Eligible Scheme Creditors. Regulations The GAP Shares are subject to the rules and regulations of the Indonesian Stock Exchange, the Indonesian Central Securities Depository and the Indonesian Financial Services Authority. Eligible Creditors Scheme Each Eligible Scheme Creditor shall receive its entitlement to the GAP Shares on the Settlement Date, provided that such Eligible Scheme Creditor has completed all necessary know your customer or similar checks under all applicable laws and regulations of the Custodian. Ineligible Creditors Scheme The GAP Shares that would otherwise have been issued to Ineligible Scheme Creditors will instead be held on trust by the GAP Shares Trustee for the benefit of

42 the Ineligible Scheme Creditors in accordance with the terms of the GAP Shares Trust Deed. 2.8 Description of Warrants Issuer The Parent Entitlement Subject to the Warrants being Approved, each Scheme Creditor shall be entitled to receive a portion of the 2,518,461,951 Warrants that reflects the proportion that the aggregate amount of the Voting Claims to which that Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time. Until the Warrants are Approved and issued, each Scheme Creditor shall, pursuant to the Deed of Undertaking, have the benefit of the undertaking by the Parent to use its best efforts to obtain such Approval and thereafter issue the Warrants. Exercise Price Subject to the occurrence of any Adjustment Events, each Warrant shall entitle the holder to subscribe for 10 BLD Shares at an exercise price of Rupiah 100 per share. Transferability The Warrants will be freely transferable. The Parent shall use its best efforts to ensure the Warrants will be listed on the Stock Exchange. Form of the Warrant The Warrants shall be issued in certificated form and (if listed) may be converted to scriptless form for the purpose of trading on the Stock Exchange. Exercise Period The Warrants shall be exercisable, in whole or in part, at any time during the period commencing on the date of issuance and ending 4 years from the date of issuance. Anti-dilution Adjustments If the Parent, prior to the exercise in whole or expiration of the Warrants: (i) undertakes any allotment or issue of its shares by way of capitalisation of profits or reserves; (ii) (iii) (iv) (v) (vi) undertakes any sub-division or consolidation or reclassification of its shares; undertakes any allotment or issue of its shares in lieu of a cash dividend or distribution; undertakes any pro rata repurchase offer of its shares; declares any cash dividend or distribution; undertakes any reduction of capital on a pro rata basis; or

43 (vii) undertakes any issue of its shares by way of rights, options, warrants or otherwise; (each an Adjustment Event ), prior to, or at the same time as, the Adjustment Events, subject to the prevailing Indonesian capital market regulations and approval by OJK, the number of BLD Shares to be issued to holders of the Warrants on exercise of the Warrants will be adjusted to maintain the voting rights and economic rights of the Warrants holder as if the Adjustment Event had not occurred. Corporate Regulatory Approvals and The Parent shall use its best efforts to obtain approval for: (i) the terms and issuance of the Warrants; and (ii) the issuance of new shares on exercise of the Warrants; from its shareholders and all relevant regulatory authorities (including but not limited to OJK) as soon as practicable following completion of the Scheme, in accordance with the prevailing laws and regulations of the Republic of Indonesia. In the event that the relevant regulatory authorities (including but not limited to OJK) require amendments to the terms of the Warrants, the Parent reserves the right to agree to such amendments. Governing Law The laws of the Republic of Indonesia. 2.9 Settlement On the Settlement Date: (a) (b) (c) (d) (e) the Coordinating Committee shall release the security created by the GAP Share Pledge and instruct the Custodian to unblock the GAP Shares in C-BEST; each Earlybird Scheme Creditor will receive a portion of the Incentive GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Earlybird Scheme Creditor was entitled at the Record Time bears to the aggregate amount of the Voting Claims to which all Earlybird Scheme Creditors were entitled at the Record Time, provided that such Earlybird Scheme Creditor has completed all necessary know your customer or similar checks of the Custodian; the Coordinating Committee will (as compensation for work undertaken in connection with negotiating the Restructuring since May 2013) receive the Additional GAP Shares, which shall be allocated between the members of the Coordinating Committee at their discretion, provided that such member of the Coordinating Committee has completed all necessary know your customer or similar checks of the Custodian; each Eligible Scheme Creditor will receive a portion of the Remaining GAP Shares that reflects the proportion that the aggregate amount of Voting Claims to which that Eligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time, provided that such Eligible Scheme Creditor has completed all necessary know your customer or similar checks of the Custodian; all rights, title and interest of PBU in relation to the Residual GAP Shares shall be irrevocably extinguished, such that title to the Residual GAP Shares vests in the GAP Shares Trustee and the GAP Shares Trustee will enter into the GAP Shares Trust Deed pursuant to which it will undertake to hold

44 the Residual GAP Shares on trust for the Ineligible Scheme Creditors in accordance with the terms of the GAP Shares Trust Deed; (f) (g) PBU and the Parent will enter into the Deed of Undertaking pursuant to which: (i) the Parent will undertake to use its best efforts to obtain the approval of the requisite majority of its shareholders and all applicable regulatory authorities for the issuance and settlement of the Warrants and issue the Warrants as soon as practicable thereafter, in accordance with the prevailing laws and regulations of the Republic of Indonesia; and (ii) PBU will undertake to cause the distribution of the GAP Shares in accordance with the Scheme; and conditional on completion of the steps listed in paragraphs (a) to (f) (inclusive) above, the Scheme Claims of Scheme Creditors against the Scheme Company and the claims of Scheme Creditors under or in respect of the Guarantee against the Parent will be fully compromised and discharged, and will no longer be enforceable against the Scheme Company and the Parent. The Custodian shall only be obliged to effect the transfer and/or distribution of GAP Shares to a Scheme Creditor in accordance with the terms of the Scheme if the Custodian is satisfied that it has completed all necessary know your customer checks or other similar checks in relation to that Scheme Creditor under all applicable laws and regulations. On the Final Settlement Date: (a) (b) each Ineligible Scheme Creditor that establishes its entitlement to the Scheme Consideration prior to the Bar Time in accordance with the terms of the GAP Shares Trust Deed and provides affirmative Securities Law Representations will receive a portion of the Remaining GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Ineligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time, provided that such Ineligible Scheme Creditor has completed all necessary know your customer or similar checks under all applicable laws and regulations of the GAP Shares Trustee; and each Bar Date Scheme Creditor will receive a portion of the Undistributed GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Bar Date Scheme Creditor was entitled at the Record Time bears to the aggregate amount of the Voting Claims held by all Bar Date Scheme Creditors at the Record Time, provided that such Bar Date Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee. If the Warrants have been Approved: (a) (b) each Eligible Scheme Creditor shall, on the Warrants Issue Date, receive a portion of the Warrants that reflects the proportion that the aggregate amount the Voting Claims to which that Eligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time; and each Ineligible Scheme Creditor that establishes its entitlement to the Scheme Consideration and provides affirmative Securities Law Representations prior to the Bar Time shall, as soon as practicable after that Ineligible Scheme Creditor has established its entitlement and in any event no later than the Final Settlement Date, receive a portion of the Warrants that reflects the proportion that the aggregate amount the Voting Claims to which that Ineligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at Record Time. If the Warrants have not been Approved on or prior to the Release Date (the Parent having used its best efforts to obtain such Approval in accordance with the Deed of Undertaking and the prevailing laws and regulations of the Republic of Indonesia), from the Release Date henceforth, the Parent will not be under any further

45 obligation to seek Approval and/or issue the Warrants. For the avoidance of doubt, the failure to issue the Warrants shall not in any way whatsoever affect the compromise and discharge of the Scheme Claims of the Scheme Creditors against the Scheme Company and the Parent Winding Up of Scheme Company and BLDA Within six (6) months after the Settlement Date, the Parent and the Scheme Company may: (a) (b) use all reasonable efforts to procure the compromise of any claims that (i) the Scheme Company has against BLDA; and (ii) BLDA has against the Parent; arising out of or in relation to the Notes; and at their discretion, take all necessary steps to procure the winding up of the Scheme Company and BLDA Meeting of Scheme Creditors 2.12 Voting Before the Scheme can become effective and binding on the Scheme Company and the Scheme Creditors, a resolution to approve it must be passed by the statutory majorities prescribed by Section 210(3AB) of the Act. The statutory majorities are a simple majority in number of Scheme Creditors present and voting in person or by proxy at the Scheme Meeting (herein, a majority in number ) representing at least three fourths in value of the Scheme Claims of the Scheme Creditors present and voting in person or by proxy at the Scheme Meeting (herein, a majority in value ). The Scheme Meeting has been summoned by the Court to take place at 10:00 a.m. (Singapore time) on 26 October 2017 at 55 Market Street, #03-01, Singapore A formal notice of the Scheme Meeting is enclosed at Appendix 3. A form of proxy for use at the Scheme Meeting is contained in the Account Holder Letter enclosed at Appendix 4A and the Proof of Debt enclosed at Appendix 4B. Votes of Noteholders will be admitted at the Scheme Meeting at a value equal to the outstanding principal amount of the Notes in which such Noteholder held a beneficial interest as principal at the Record Time (without double counting). Votes of the Trustee will be admitted at the Scheme Meeting at a value equal to the Remuneration and Expenses Claim as set out in its Proof of Debt and accepted as accurate by the Chairman. Votes of Scheme Creditors at the Scheme Meeting will be counted for both the majority in number and majority in value requirements of the Act. Scheme Creditors may cast votes either in Person or by proxy at the Scheme Meeting. The Bank of New York Mellon (in its capacity as Trustee for the Notes) and The Bank of New York Depository (Nominees) Limited (in its capacity as nominee of the Depositary of the Clearing Systems) have been directed by the Court not to, and accordingly will not, vote in respect of the Notes at the Scheme Meeting. However, the Trustee shall be entitled to vote in respect of the Remuneration and Expenses Claim Use of Proxy If you are a Noteholder, whether or not you are able to attend the Scheme Meeting or any adjournment thereof, you are strongly urged to complete and sign the form of proxy set out in the Account Holder Letter enclosed at Appendix 4A in accordance with the instructions printed thereon. It is requested that a completed Account Holder Letter (including the form of proxy) be delivered to the Chairman prior to the Record Time. However, if a form of proxy is not so delivered, it may be handed to the Chairman at the Scheme Meeting

46 If you are the Trustee and you are unable to attend the Scheme Meeting or any adjournment thereof, you are strongly urged to complete and sign the form of proxy set out in the Proof of Debt enclosed at Appendix 4B in accordance with the instructions printed thereon. It is requested that a completed Proof of Debt (including the form of proxy) be delivered to the Chairman prior to the Record Time. However, if a form of proxy is not so delivered, it may be handed to the Chairman at the Scheme Meeting Sanction by the Court For the Scheme to become effective and binding: (i) the Court must sanction the Scheme after it has been approved by the requisite statutory majorities; (ii) each of the Conditions must have been satisfied; and (iii) an office copy of the order of the Court sanctioning the Scheme must have been delivered to ACRA. The Court hearing for sanction of the Scheme is expected to take place in the week of 6 November 2017 (Singapore time). All Scheme Creditors (other than those directed not to vote by the Court, as referred to above under Voting ) are entitled to attend the hearing in person or through legal representatives to support or oppose the sanctioning of the Scheme. Scheme Creditors will be notified of the precise date and location of the sanction hearing once they are known through electronic notices issued into the Clearing Systems and ed or posted to Scheme Creditors to the extent they have provided their contact details in the Account Holder Letter or the Proof of Debt Transfers of interests in the Scheme Claims after the Record Time No assignment or transfer of any beneficial or other proprietary interest in the Scheme Claims after the Record Time shall be recognised for the purposes of determining entitlements to attend and vote at the Scheme Meeting. Accordingly, a transferee of a beneficial interest in the Scheme Claims after the Record Time should make arrangements with the Person who held such interest at the Record Time to ensure that such Person votes in accordance with the wishes of the transferee and for the transferee to receive the GAP Shares and the Warrants if the Scheme becomes effective. Any transferor should provide a copy of the Scheme Document to any transferee before the interests in the relevant Scheme Claims are sold to the transferee Impact of Securities Law (a) (b) The GAP Shares and the Warrants will not be registered under the US Securities Act or any state or other securities laws of the United States of America or any other jurisdiction. Accordingly, the GAP Shares and the Warrants are being offered outside the United States of America in accordance with Regulation S under the US Securities Act. In the event that any holder of Notes, the GAP Shares and/or the Warrants is resident in the United States of America, the Scheme Company will rely on the exemption from registration under Section 3(a)(10) of the US Securities Act or such other exemption as is available under applicable laws and regulations. The Court has been informed that any order sanctioning the Scheme, if granted, may constitute the basis for an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10). 3. MANAGEMENT OF THE SCHEME COMPANY 3.1 Composition of Board The Board comprises two members: (a) Mr Ambono Janurianto; and

47 (b) Mr Andy Pe Yong Woon. 3.2 Interests of Directors (a) (b) Each member of the Board has confirmed to the Scheme Company that he does not have: (i) any material interest in the share capital or indebtedness of the Scheme Company or the Parent; or (ii) any interest in the transactions contemplated by the proposed Scheme that would cause him to abstain from voting or other activities with respect to the Scheme. The effect of the Scheme upon the interests of the members of the Board does not differ from its effect upon the like interests of other parties. 4. RECOMMENDATION OF THE BOARD The Board believes that the Scheme is: (a) (b) an important step to in improving the financial health of the Group; and will result in a superior recovery to Scheme Creditors than if the Scheme Company and the Parent were to enter Insolvency Proceedings. Accordingly, the Board recommends that you support the Scheme by voting in favour of the Scheme at the Scheme Meeting. Your attention is also drawn to the recommendation of the Board set out in the Letter from the Board beginning on page 28 of this Scheme Document. 5. CONFLICT & INCONSISTENCY In the case of a conflict or inconsistency between the terms of the Scheme and the terms of this Explanatory Statement, the terms of the Scheme will prevail

48 THE SCHEME OF ARRANGEMENT HC / OS 895 / 2017 IN THE HIGH COURT OF THE REPUBLIC OF SINGAPORE SCHEME OF ARRANGEMENT (UNDER SECTION 210 OF THE COMPANIES ACT (CHAPTER 50; 2006 REVISED EDITION) OF THE REPUBLIC OF SINGAPORE) BETWEEN BLD INVESTMENTS PTE. LTD. (A PRIVATE COMPANY WITH LIMITED LIABILITY INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF SINGAPORE) AND SCHEME CREDITORS (AS DEFINED IN THE SCHEME) CHAPTER ONE : PRELIMINARY (INTERPRETATION, DEFINITIONS AND RECITALS) 1. INTERPRETATION AND DEFINITIONS 1.1 In this Scheme, unless the Scheme otherwise expressly provides or the context otherwise requires: (a) (b) (c) (d) (e) (f) references to Chapters, clauses, sub-clauses, paragraphs and sub-paragraphs are references to the Chapters, clauses, sub-clauses, paragraphs and sub-paragraphs respectively of this Scheme; references to Appendices are references to the appendices to the Scheme Document; references to a statute or a statutory provision include the same as subsequently modified, amended or re-enacted from time to time; references to an agreement, deed or document shall be deemed also to refer to such agreement, deed or document as amended, supplemented, restated, verified, replaced and/or novated (in whole or in part) from time to time and to any agreement, deed or document executed pursuant thereto; the singular includes the plural and vice versa and words importing one gender shall include all genders; and headings of Chapters, clauses, sub-clauses and Appendices are for ease of reference only and shall not affect the interpretation of this Scheme

49 1.2 In this Scheme: Accepted means in relation to a Scheme Claim, the acceptance by the Chairman of such claim (or part thereof) for purposes of determining entitlement to attend and vote at the Scheme Meeting without dispute or, where applicable, the acceptance or determination by the Independent Assessor of such claim (or part thereof) for such purpose in accordance with the POD Regulations. Accepted Claim means a Scheme Claim against the Scheme Company (calculated by reference to): (a) (b) with respect to the Noteholders, the outstanding principal amount of Notes to which such Claim relates; with respect to the Trustee, the Remuneration and Expenses Claim. Account Holder means a Person who is recorded in the books of a Clearing System as being a holder of a book-entry interest in Notes in an account with that Clearing System or, as the context may require, is or was recorded in such books as being such a holder of Notes in such an account at the Record Time. Account Holder Letter means a letter from an Account Holder on behalf of the relevant Noteholder in the form set out at Appendix 4A. ACRA means the Accounting and Corporate Regulatory Authority of the Republic of Singapore. Act means the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore. Additional GAP Shares means the number of GAP Shares obtained by dividing: (i) the Coordinating Committee Costs; by (ii) the USD IPO Price. Adjudication Date means the date on which the Chairman will notify each Scheme Creditor who has submitted an Account Holder Letter or Proof of Debt of the result of the Chairman s adjudication of its Account Holder Letter or Proof of Debt. Approved means, in relation to the Warrants, that the issuance and settlement of the Warrants: (a) have been approved by the requisite majority of shareholders of the Parent at the EGM; and

50 (b) fulfill the requirements of prevailing laws and regulations of the Republic of Indonesia (including but not limited to the approval of OJK of the terms of the Warrants); and Approval shall be construed accordingly. Bar Date means the date falling twelve (12) calendar months after the Effective Date (or if such date is not a Business Day, then the next succeeding Business Day), being the latest date by which Scheme Creditors must establish their entitlement to the Scheme Consideration. Bar Date Scheme Creditors means, together: (a) the Eligible Scheme Creditors; and (b) each Ineligible Scheme Creditor who establishes its entitlement to the Scheme Consideration in accordance with the terms of the GAP Shares Trust Deed prior to the Bar Time. Bar Time means 5:00 p.m. (Singapore time) on the Bar Date. Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in the Republic of Indonesia and the Republic of Singapore. C-BEST means the Central Depositary and Book Entry Settlement System used by the Indonesian Central Securities Depository (PT Kustodian Sentral Efek Indonesia) to carry out the electronic registration and settlement of securities. Chairman means the chairman of the Scheme Meeting. Clearing Systems means each of Euroclear and Clearstream, and Clearing System means either one of them. Clearstream means Clearstream Banking, société anonyme and any successor. Completion Notice means the notice to be issued by the Scheme Company and delivered to the Scheme Manager for circulation to the Trustee and the other Scheme Creditors via the Clearing Systems confirming satisfaction of the Conditions and specifying the Effective Date, the Settlement Date, Bar Date and Final Settlement Date

51 Conditions means each of the conditions precedent to the effectiveness of the Scheme, as set out in Chapter 4 of the Scheme. Coordinating Committee means Noteholders holding a beneficial interest as principal in (in aggregate) thirty point nine percent (30.9%) in outstanding principal amount of the Notes who have engaged Kirkland & Ellis as legal counsel to advise them as to matters of English law in connection with their investment in the Notes. Coordinating Committee Costs means the compensation for work undertaken by the Coordinating Committee in connection with the negotiation of the restructuring of the Notes since May 2013, being the amount obtained by multiplying: (i) US$100,000; by (ii) the number of complete calendar months from (and including) May 2013 to (but excluding) the calendar month in which the Effective Date occurs. Court means the High Court of the Republic of Singapore. Custodian means Madison Pacific Trust Limited (in its capacity as custodian of the GAP Shares). Deed of Undertaking means a deed of undertaking from the Parent and PBU, in the form set out at Appendix 5. Depositary means The Bank of New York Mellon, London Branch, acting through its nominee The Bank of New York Depository (Nominees) Limited. Dispute means any dispute whatsoever arising in relation to a claim of a Scheme Creditor under or in respect of or in connection with the Notes and/or the Trust Deed, and Disputed Claims shall be construed accordingly. Distributed GAP Shares means the number of Residual GAP Shares distributed on the Final Settlement Date to Ineligible Scheme Creditors who establish their entitlement to the Scheme Consideration prior to the Bar Time in accordance with the terms of the GAP Shares Trust Deed. Earlybird Deadline means the time at which Supporting Scheme Creditors holding 75% by value of the Voting Claims held by all Supporting Scheme Creditors collectively have voted in favour of the Scheme. Earlybird Scheme Creditor means each Scheme Creditor at the Record Time that votes or (as the case may be) voted in favour of the Scheme prior to the Earlybird Deadline

52 Effective Date means the date specified as such in the Completion Notice, on which the Scheme becomes effective in accordance with its terms. EGM means the extraordinary general meeting of the shareholders of the Parent convened (on a best-efforts basis) for the purpose of approving the participation by the Parent in the Scheme and the transactions contemplated thereby (including, without limitation, the issuance of Warrants and the settlement of the Warrants in accordance with the terms of the Warrant Instrument (as may be amended)). Eligible Scheme Creditor means (as the case may be): (a) (b) any Noteholder (acting, where applicable, through its Account Holder) which has: (i) provided the Chairman with a duly completed Account Holder Letter in respect of its Scheme Claims; and (ii) provided the Chairman with affirmative Securities Law Representations (and the Chairman is satisfied as to the accuracy thereof), in each case prior to the Record Time; or the Trustee, in the event that the Trustee provides the Chairman with a duly completed Proof of Debt prior to the Record Time in respect of its Scheme Claims and provides the Chairman with affirmative Securities Law Representations (and the Chairman is satisfied as to the accuracy thereof), in each case prior to the Record Time. Euroclear means Euroclear Bank S.A./N.V. and any successor. Excluded Liabilities means any liability of the Scheme Company that is not expressly subject to the arrangement and compromise to be effected by this Scheme. Explanatory Statement means the explanatory statement of the Scheme Company set out in this Scheme Document in compliance with the Act. Fairness Opinion means the fairness opinion prepared by the Financial Adviser and attached at Appendix 6. Fee Letter means the fee letter dated 8 March 2017 between the Scheme Company, the Parent, PBU and the Coordinating Committee (as supplemented by the letter agreements dated 25 April 2017 and 10 May 2017). Final Settlement Date means the date falling 2 weeks after the date of the Bar Date (or on the next succeeding Business Day), on which the Remaining GAP Shares shall be distributed in accordance with the Scheme and the GAP Shares Trust Deed

53 Financial Adviser means Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore Force Majeure means any act of god, government act, war, fire, flood, earthquake, and other natural disasters, strikes, changes to effective legislation, explosion, civil commotion or act of terrorism, which prevents the fulfillment of obligations under this Scheme, and the occurrence of which is not the direct or indirect result of action or inaction of any Scheme Creditor or the Scheme Company. GAP means PT Graha Andrasentra Propertindo Tbk., a company incorporated in the Republic of Indonesia. GAP Shares means the 8,563,472,860 ordinary shares of GAP held by PBU in dematerialized form in the securities account named UOB Kay Hian (Hong Kong) Ltd (Pledge Account) - Madison Pacific Trust Ltd OBO PT Prima Bisnis Utama with account number 0752Q3 and KSEI sub-account number AI001CG2A For the avoidance of doubt, GAP Shares also means the aggregate of the Incentive GAP Shares, the Additional GAP Shares, the Reimbursement GAP Shares and the Remaining GAP Shares. GAP Share Pledge means the pledge of the GAP Shares dated 8 March 2017 between PBU and the Coordinating Committee. GAP Shares Trust Deed means the trust deed to be executed by the GAP Shares Trustee for the benefit of the Ineligible Scheme Creditors, the form of which is attached as Appendix 7. GAP Shares Trustee means Madison Pacific Trust Limited in its capacity as the trustee of the Residual GAP Shares pursuant to the GAP Shares Trust Deed. GAP Shares Trustee Fees means the fees of Madison Pacific Trust Limited to act as the GAP Shares Trustee, being an amount of US$35,000. Global Note means the global note by which the Notes are represented, which is registered in the name of The Bank of New York Depository (Nominees) Limited (as nominee for the Depositary). Governmental Entity means any federal, national or local government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial body of the Republic of Singapore, the Republic of Indonesia or any other relevant jurisdiction

54 Group means the Parent and each Subsidiary of the Parent from time to time. Guarantee means the guarantee granted by the Parent in respect of the liabilities of the Scheme Company under the Notes and the Trust Deed. Incentive GAP Shares means the number of GAP shares obtained by dividing: (i) 5% of the aggregate amount of Voting Claims of the Earlybird Scheme Creditors; by (ii) the USD IPO Price. Incurred Expenses means the sum of US$2,400,000 to be paid to the Coordinating Committee (in respect of all amounts due to the Coordinating Committee under the Fee Letter (including the Scheme Costs) and certain other fees and expenses incurred by the Coordinating Committee since 8 March 2017). Independent Assessor means an independent assessor appointed in accordance with the POD Regulations. Ineligible Scheme Creditor means: (a) any Noteholder which is not an Eligible Scheme Creditor by reason of its inability or failure to: (i) submit a duly completed Account Holder Letter in respect of its Scheme Claims to the Chairman; or (ii) give the Securities Law Representations to the Chairman or the Chairman not being satisfied as to the accuracy thereof; in each case prior to the Record Time; or (b) the Trustee, in the event that the Trustee: (i) is unable to or fails to submit a duly completed Proof of Debt to the Chairman prior to the Record Time in respect of its Scheme Claims; or (ii) does not provide the Chairman with affirmative Securities Law Representations or the Chairman is not satisfied as to the accuracy thereof; in each case prior to the Record Time. Insolvency Proceeding means any proceeding, process, appointment or application under any law relating to insolvency, reorganisation, winding-up, or composition or adjustment of debts, including, without limitation, winding-up, liquidation, bankruptcy, provisional liquidation, receivership, administration, provisional supervision, company voluntary arrangement, suspension of payment under court supervision or any other analogous proceedings in any jurisdiction. Joint Instruction means the instruction dated 24 August 2017 from the Coordinating Committee and PBU to Madison Pacific Trust Limited (in its capacity as the Custodian) in relation to the sale of the Reimbursement GAP Shares in order to generate sufficient proceeds to fund payment of the Incurred Expenses

55 Noteholders means Persons with a beneficial interest as principal in the Notes held through the Clearing Systems at the Record Time. Notes means the US$155,000, % guaranteed equity linked bonds due 2015 issued by the Scheme Company pursuant to the Trust Deed. Parent means PT Bakrieland Development Tbk., a company incorporated under the laws of the Republic of Indonesia. PBU means PT Prima Bisnis Utama, a company incorporated under the laws of the Republic of Indonesia. Person means any natural person, corporation, limited or unlimited liability company, trust, joint venture, association, corporation, partnership, Governmental Entity or other entity whatsoever. POD Regulations means the Companies (Proofs of Debt in Schemes of Arrangement) Regulation 2017 (No. S 245) of Singapore. Post delivery by pre-paid first class post or air mail or generally recognised commercial courier service, and Posted shall be construed accordingly. Proof of Debt means a proof of debt from the Trustee in the form set out at Appendix 4B. Proceeding means any process, suit, action, legal or other legal proceeding including without limitation any arbitration, mediation, alternative dispute resolution, judicial review, adjudication, demand, execution, distraint, forfeiture, re-entry, seizure, lien, enforcement of judgment, enforcement of any security or Insolvency Proceedings in any jurisdiction. Record Date means 22 September 2017, being the latest date by which: (a) (b) Noteholders must: (i) provide a duly completed Account Holder Letter to the Chairman; and (ii) make the Securities Law Representations to the Chairman, and the Chairman is satisfied as to the accuracy thereof; and the Trustee must: (i) provide a duly completed Proof of Debt to the Chairman; and (ii) make the Securities Law Representations to the Chairman, and the Chairman is satisfied as to the accuracy thereof; in order to become an Eligible Scheme Creditor

56 Record Time means 5:00 p.m. (Singapore time) on the Record Date. Regulation S means Regulation S under the US Securities Act. Reimbursement GAP Shares means the number of GAP Shares sold pursuant to the Joint Instruction or otherwise (which may not exceed 190,942,857) in order to generate sufficient proceeds to fund payment of the Incurred Expenses. Release Date means 31 December Remaining GAP Shares means the number of GAP shares equal to the sum of: (c) (d) the aggregate number of GAP Shares; less the aggregate number of the Incentive GAP Shares, the Reimbursement GAP Shares and the Additional GAP Shares; save that any Reimbursement GAP Shares remaining following payment to the Coordinating Committee in full of the Incurred Expenses shall be included in the Remaining GAP Shares. Remuneration and Expenses Claim means all amounts payable to the Trustee in respect of the remuneration and expenses due to it under the terms of the Trust Deed (including, without limitation, pursuant to clause 14 (Remuneration and Indemnification of the Trustee) of the Trust Deed). Residual GAP Shares means the number of GAP Shares equal to the sum of: (a) the total number of Remaining GAP Shares; less (b) the number of Remaining GAP Shares that are distributed to Eligible Scheme Creditors on the Settlement Date. Rupiah and Rp. refer to the lawful currency of the Republic of Indonesia from time to time. Scheme means the scheme of arrangement proposed by the Scheme Company under Section 210 of the Act in its present form subject only to such modifications, conditions and/or approvals as may be imposed by the Court and as permitted by the terms of the Scheme. Scheme Claim means a claim against the Scheme Company and the Parent arising directly or indirectly out of, in relation to and/or in connection with the Trust Deed and/or the Notes (including claims by the Trustee for remuneration and expenses due to it under the terms of the Trust Deed), whether before, at or after the Record Time, excluding the Excluded Liabilities

57 Scheme Company means BLD Investments Pte. Ltd. (Singapore UEN M), a private company with limited liability, incorporated under the laws of the Republic of Singapore. Scheme Consideration means the GAP Shares to be distributed and the Warrants (if Approved) to be issued in accordance with the Scheme. Scheme Costs means the funds paid on behalf of the Scheme Company by the Coordinating Committee for the purposes of funding certain costs and expenses of the Scheme in accordance with the Fee Letter. Scheme Creditor means a creditor of the Scheme Company in respect of a Scheme Claim and includes (for the avoidance of doubt, but without double counting in each case): (a) (b) (c) (d) Noteholders; the Trustee; the Depositary; and Account Holders and Intermediaries. Scheme Document means this composite document dated 31 August 2017 addressed to Scheme Creditors containing, among other things, the Explanatory Statement and the terms of the Scheme (including all appendices, schedules and annexures hereto). Scheme Manager means Mr Jason Aleksander Kardachi, care of Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore , as agent of the Scheme Company. Scheme Meeting means the meeting convened at the direction of the Court at which the Scheme will be considered and voted upon by the Scheme Creditors and any adjournment thereof. Securities Law Representations means those necessary representations to be made by all Eligible Noteholders and the Trustee as set out in Part 7 of the Account Holder Letter and Part 5 of the Proof of Debt. Settlement Date means the date falling two (2) weeks after the Effective Date (or if such date is not a Business Day, then the next succeeding Business Day) or in the event that the Settlement Date is otherwise postponed in accordance with Clause 23.2 of the Scheme, such later date to which the Settlement Date is postponed

58 Shareholder Approval means an ordinary resolution passed by the shareholders of the Parent at the EGM which will be convened on a best efforts basis, subject to prevailing laws and regulations of the Republic of Indonesia. Stock Exchange means the Indonesian stock exchange (Bursa Efek Indonesia). Subsidiary means any Person over which another Person has control, where control means either: (a) (b) direct or indirect ownership of more than fifty percent (50%) of the voting or economic ownership of such Person; or the ability (through any means) to influence or direct the composition of the board of directors or the day to day affairs of such Person. Supporting Scheme Creditor means a Scheme Creditor at the Record Time that votes in favour of the Scheme. Total Voting Claims means the aggregate amount of all Voting Claims of all Scheme Creditors, being the sum of the principal amount of the Notes and the Remuneration and Expenses Claim. Trust Deed means the Trust Deed dated 23 March 2010 between the Scheme Company, the Parent and the Trustee, pursuant to which the Notes were constituted. Trustee means The Bank of New York Mellon in its capacity as trustee under the Trust Deed. Undistributed GAP Shares means the number of GAP Shares equal to the sum of: (a) the total number of Residual GAP Shares; less (b) the total number of Distributed GAP Shares. U.S. Dollars and US$ refer to the lawful currency of the United States of America from time to time. USD IPO Price means US$0.011 (being the U.S. Dollar equivalent of the price at which the GAP Shares were issued through the initial public offering of such shares (i.e. Rp. 140) as determined by reference to the prevailing rate for the purchase of U.S. Dollars with Rupiah on 29 June 2016)

59 US Securities Act means the US Securities Act of 1933 (as amended) including the rules and regulations promulgated thereunder. Voting Claim means: (a) (b) with respect to each Noteholder, the outstanding principal amount of Notes to which it was entitled at the Record Time; and with respect to the Trustee, the total outstanding amount due to it from the Scheme Company under the Trust Deed at the Record Time in respect of the Remuneration and Expenses Claim. Voting Date means the Record Date. Voting Time means 5:00 p.m. (Singapore time) on the Voting Date. Warrants means the 2,518,461,951 warrants to be issued to Scheme Creditors in accordance with the terms and conditions set out in the Scheme and the Warrant Instrument. Warrant Instrument means the instrument constituting the Warrants, the form of which would be substantially the same as the form attached as Appendix 8. In the event that the relevant regulatory authorities (including but not limited to OJK) require amendments to the terms of the Warrants, the Parent reserves the right to agree to such amendments. Warrants Issue Date means the date on which the Parent, having obtained the requisite Approvals, issues the Warrants. 2. THE SCHEME COMPANY 2.1 The Scheme Company is a private company with limited liability and was incorporated under the laws of the Republic of Singapore on 12 January The Scheme Company is, and at all material times since incorporation has been, a wholly owned subsidiary of the Parent. 2.2 On 23 March 2010, the Scheme Company entered into the Trust Deed, pursuant to which the Notes were constituted. The indebtedness of the Scheme Company in respect of the Notes is guaranteed by the Parent pursuant to the Guarantee. 3. THE PARENT The Parent was established under the laws of the Republic of Indonesia as a limited liability company. The Parent is currently listed on the Stock Exchange. As of the date of this Scheme Document, the paid-up share capital of the Parent is Rp. 4,912,191,301,900, consisting of 43,521,913,019 shares of Rp. 100 nominal value each

60 4. THE OBJECT AND PURPOSE OF THE SCHEME 4.1 The principal object and purpose of this Scheme is to effect an arrangement and compromise in respect of the liabilities of the Scheme Company and the Parent in respect of the Notes and under the Trust Deed and the Guarantee. The Notes are currently in default and the Scheme Company and the Parent are unable to meet their obligations in respect of the Notes. The arrangement and compromise effected pursuant to the Scheme will enable the Group to continue to carry on business as a going concern and is an alternative to the commencement of Insolvency Proceedings in respect of the Scheme Company and the Parent. Importantly, the Financial Adviser has determined in the Fairness Opinion that the estimated return to Scheme Creditors under the Scheme will be greater than the estimated return to Scheme Creditors from an enforcement of their Scheme Claims or Insolvency Proceedings. 4.2 On the Settlement Date, by reason of the terms of the Scheme (and conditional on the completion of the steps listed in paragraphs (b) to (h) (inclusive) of Clause 9.1 below), the Scheme Claims of Scheme Creditors against the Scheme Company will be fully compromised and discharged, and will no longer be enforceable against the Scheme Company. 4.3 On the Settlement Date, by reason of the terms of the Scheme (and conditional on the completion of the steps listed in paragraphs (b) to (h) (inclusive) of Clause 9.1 below), Scheme Creditors will discharge and release absolutely the Parent in full from all claims under or in respect of the Guarantee. 4.4 The GAP Shares and (if Approved and issued) the Warrants will be accepted by Scheme Creditors in full and final repayment of the liabilities of the Scheme Company in respect of the Notes and Trust Deed and the Parent in respect of the Guarantee and Trust Deed. For the avoidance of doubt, the failure to issue the Warrants by the Warrants Issue Date shall not in any way whatsoever affect the compromise and discharge of the Scheme Claims of the Scheme Creditors against the Scheme Company and the Parent on the Settlement Date. If the Warrants are not Approved on or prior to the Release Date (the Parent having used its best efforts to obtain such Approval in accordance with the Deed of Undertaking and the prevailing laws and regulations of the Republic of Indonesia), from the Release Date henceforth, the Parent will not be under any further obligation to seek Approval and/or issue the Warrants. 5. BINDING OF THIRD PARTIES 5.1 The Parent and PBU have agreed to undertake to the Scheme Company, the Court and the Scheme Creditors to be bound by the terms of the Scheme and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to the Scheme. The form of undertaking of the Parent and PBU in this regard is set out at Appendix The Scheme Manager shall comply with the terms of the GAP Shares Trust Deed and any obligations expressed to be imposed on the Scheme Manager thereunder. 6. THE NOTES The Notes are held under customary arrangements whereby: (a) (b) (c) the Notes were constituted by the Trust Deed; the Notes were issued in global registered form, with the Global Note being held by The Bank of New York Depository (Nominees) Limited as nominee of the Depositary; interests in the Global Note are held by Account Holders (whose identities are recorded directly in the books or other records maintained by the Clearing Systems) through the Clearing Systems, under

61 electronic systems designed to facilitate paperless transactions in respect of dematerialised securities; and (d) each Account Holder may be holding its recorded interest in the Global Note on behalf of one or more Noteholders. 7. THE TRUSTEE AND THE SCHEME The Bank of New York Mellon (in its capacity as Trustee for the Notes) and The Bank of New York Depository (Nominees) Limited (in its capacity as nominee of the Depositary of the Clearing Systems) have been directed by the Court not to, and accordingly will not, vote in respect of the Notes at the Scheme Meeting. However, the Trustee shall be entitled to vote in respect of the Remuneration and Expenses Claim

62 CHAPTER TWO : EFFECTIVENESS OF THE SCHEME 8. APPLICATION AND EFFECTIVENESS OF THE SCHEME 8.1 The arrangement and compromise effected by this Scheme shall apply to all Scheme Claims and shall be binding on all Scheme Creditors and their respective successors, assigns and transferees. 8.2 Excluded Liabilities shall not be subject to the arrangement and compromise effected by this Scheme. 8.3 The Scheme Company shall specify the Effective Date, the Settlement Date, the Bar Date and the Final Settlement Date in the Completion Notice. The Effective Date shall be no more than ten (10) Business Days following satisfaction of each of the Conditions has been satisfied. 8.4 The Scheme Company shall notify the Scheme Manager of the Effective Date, the Settlement Date, the Bar Date and the Final Settlement Date and the Scheme Manager shall notify Scheme Creditors of the Effective Date, the Settlement Date, the Bar Date and the Final Settlement Date by: (a) (b) notice to the Trustee; and circulating the Completion Notice to Scheme Creditors via the Clearing Systems. 9. EFFECT OF THE SCHEME 9.1 On the Settlement Date: (a) (b) (c) (d) (e) (f) all of the rights, title and interest of Scheme Creditors in respect of Scheme Claims and claims against the Parent shall be subject to each of the arrangements and compromises set out in this Scheme; the Coordinating Committee shall release the security created by the GAP Share Pledge and instruct the Custodian to unblock the GAP Shares in C-BEST; the Scheme Creditors shall become entitled to the Scheme Consideration in accordance with the terms of the Scheme; each Earlybird Scheme Creditor will receive a portion of the Incentive GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Earlybird Scheme Creditor was entitled at the Record Time bears to the aggregate amount of the Voting Claims to which all Earlybird Scheme Creditors were entitled at the Record Time, provided that such Earlybird Scheme Creditor has completed all necessary know your customer or similar checks of the Custodian; the Coordinating Committee will (as compensation for work undertaken in connection with the development and negotiation of the restructuring of the Notes provided for in this Scheme since May 2013) receive the Additional GAP Shares, which shall be allocated between the members of the Coordinating Committee at their discretion, provided that such member of the Coordinating Committee has completed all necessary know your customer or similar checks of the Custodian; each Eligible Scheme Creditor will receive a portion of the Remaining GAP Shares (which includes, for the avoidance of doubt, any Reimbursement GAP Shares remaining following payment to the Coordinating Committee in full of the Incurred Expenses) that reflects the proportion that the aggregate amount of the Voting Claims to which that Eligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time, provided that such Eligible Scheme Creditor has completed all necessary know your customer or similar checks of the Custodian;

63 (g) (h) (i) (j) (k) all rights, title and interest of PBU in relation to the Residual GAP Shares shall be irrevocably extinguished, such that title to the Residual GAP Shares vests in the GAP Shares Trustee and the GAP Shares Trustee will enter into the GAP Shares Trust Deed pursuant to which it will hold the Residual GAP Shares on trust for the Ineligible Scheme Creditors in accordance with the terms of the GAP Shares Trust Deed; PBU and the Parent will enter into the Deed of Undertaking pursuant to which: (i) the Parent will undertake to use its best efforts to obtain the Approval for the issuance and settlement of the Warrants and issue the Warrants as soon as practicable thereafter (in accordance with the prevailing laws and regulations of the Republic of Indonesia); and (ii) PBU will undertake to cause the distribution of the GAP Shares in accordance with the Scheme; conditional on completion of the steps listed in paragraphs (b) to (h) (inclusive) above, the Scheme Claims of Scheme Creditors against the Scheme Company and the claims of Scheme Creditors under or in respect of the Guarantee against the Parent will be fully compromised and discharged, and will no longer be enforceable against the Scheme Company and the Parent; conditional on completion of the steps listed in paragraphs (b) to (h) (inclusive) above, the Trust Deed shall cease to be enforceable and have any effect whatsoever; and conditional on completion of the steps listed in paragraphs (b) to (h) (inclusive) above, the Scheme Company shall, as soon as reasonably practicable, procure that the Global Note is cancelled by the Depositary and shall give all such instructions as are required to be given by it to the Trustee and/or the Depositary for this purpose. 9.2 On the Final Settlement Date: (a) (b) each Ineligible Scheme Creditor that establishes its entitlement to the Scheme Consideration to the satisfaction of the Scheme Manager prior to the Bar Time in accordance with the terms of the GAP Shares Trust Deed and provides affirmative Securities Law Representation for the benefit of the Scheme Company, the Parent, the Scheme Manager and the Trustee will receive a portion of the Remaining GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Ineligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time, provided that such Ineligible Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee; and each Bar Date Scheme Creditor will receive a portion of the Undistributed GAP Shares that reflects the proportion that the aggregate amount of the Voting Claims to which that Bar Date Scheme Creditor was entitled at the Record Time bears to the aggregate amount of the Voting Claims held by all Bar Date Scheme Creditors at the Record Time, provided that such Bar Date Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee. 9.3 If the Warrants have been Approved: (a) (b) each Eligible Scheme Creditor shall, as soon as practicable thereafter and on the Warrants Issue Date, receive a portion of the Warrants that reflects the proportion that the aggregate amount of the Voting Claims to which that Eligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time; and each Ineligible Scheme Creditor that establishes its entitlement to the Scheme Consideration to the satisfaction of the Scheme Manager prior to the Bar Time and provides affirmative Securities Law Representations for the benefit of the Scheme Company, the Parent, the Scheme Manager and the Trustee shall, as soon as practicable after that Ineligible Scheme Creditor has established its entitlement, receive a portion of the Warrants that reflects the proportion that the aggregate amount

64 of the Voting Claims to which that Ineligible Scheme Creditor was entitled at the Record Time bears to the Total Voting Claims at the Record Time. 9.4 If the Warrants have not been Approved on or prior to the Release Date (the Parent having used its best efforts to obtain such Approval in accordance with the Deed of Undertaking and the prevailing laws and regulations of the Republic of Indonesia), from the Release Date henceforth, the Parent will not be under any further obligation to seek Approval and/or issue the Warrants. 9.5 If a Scheme Creditor fails to establish its entitlement to the Scheme Consideration to the satisfaction of the Scheme Manager or provide affirmative Securities Law Representations for the benefit of the Scheme Company, the Parent, the Scheme Manager and the Trustee, at or before the Bar Time, the Scheme Creditor s rights under the Scheme shall be extinguished and the Scheme Creditor will not be entitled to any Scheme Consideration. 10. DISTRIBUTION OF THE RELEVANT GAP SHARES ON THE SETTLEMENT DATE BY THE CUSTODIAN 10.1 Each relevant Scheme Creditor shall promptly, but in no event later than 1 November 2017, supply or procure the supply of, all documentation and other evidence as is reasonably requested by the Custodian (for itself) on the Adjudication Date in order for the Custodian to carry out and be satisfied it has complied with all necessary know your customer or other similar checks in relation to that Scheme Creditor to enable it to distribute Scheme Consideration to that Scheme Creditor in accordance with the terms of the Scheme. The Custodian shall be entitled to (but not obliged to) accept such KYC Documentation after 1 November 2017, but (in any event) no later than the Settlement Date, for the purpose of the distribution of Scheme Consideration on the Settlement Date No later than 10 Business Days prior to the Settlement Date, the Scheme Manager shall deliver a duly completed calculation report substantially in the form set out in Schedule 1, to the Custodian Provided that the Custodian is satisfied that it has complied with all necessary know your customer or other similar checks to enable it to distribute Scheme Consideration to that Scheme Creditor, the Custodian shall effect the transfers and/or distributions to each member of the Coordinating Committee, Earlybird Scheme Creditor and Eligible Scheme Creditor on the Settlement Date as notified by the Scheme Manager. For the avoidance of doubt, the failure of one Scheme Creditor to complete any applicable know your customer or other similar checks shall not prejudice the distribution of Scheme Consideration to any other Scheme Creditor In the event that the Custodian refuses to effect the transfer and/or distribution to any Scheme Creditor on the Settlement Date as notified by the Scheme Manager on the basis that the Custodian is not fully satisfied that it has complied with all necessary know your customer or other similar checks in relation to that Scheme Creditor to enable it to distribute Scheme Consideration to that Scheme Creditor in accordance with the terms of the Scheme: (a) (b) this shall not affect the completion of the steps listed paragraphs (i) to (k) of Clause 9.1; and upon the Custodian being fully satisfied that it has complied with all necessary know your customer or other similar checks in relation to that Scheme Creditor to enable it to distribute Scheme Consideration to that Scheme Creditor in accordance with the terms of the Scheme, the Custodian shall as soon as practicable, but in any event no later than the Final Settlement Date, effect the transfer and/or distribution of Scheme Consideration to that Scheme Creditor in accordance with the terms of the Scheme All notifications, opinions, determinations, certificates and calculations stated in the calculation report, expressed made or obtained by the Scheme Manager will (in the absence of manifest error) be binding on the Custodian

65 10.6 The Custodian shall not be under any duty to determine or calculate, or verify any determination or calculation of or relating to the distribution of the Scheme Consideration, but will rely solely upon and act in accordance with any instructions, data or information stated in the calculation report provided by the Scheme Manager. The Custodian shall not be liable in any way for its reliance on the instructions, data or information provided by the Scheme Manager On the Settlement Date, the Custodian shall make the distributions pursuant to the terms of this Scheme strictly in accordance with the calculation report provided by the Scheme Manager and shall not be obliged to distribute any such amount other than as provided therein In the event that the Custodian is unable to distribute the Scheme Consideration to any Scheme Creditor by the Final Settlement Date on the basis that the Custodian is not fully satisfied that it has complied with all necessary know your customer or other similar checks in relation to that Scheme Creditor to enable it to distribute Scheme Consideration to that Scheme Creditor in accordance with the terms of the Scheme, the Scheme Manager may apply to the Court for further directions and/or orders (including but not limited to an application pursuant to Section 210(10A) of the Act). 11. COMPROMISE AND ARRANGEMENT WITH SCHEME CREDITORS AND OTHER PERSONS On the Settlement Date and conditional on completion of the steps listed in paragraphs (b) to (h) (inclusive) of Clause 9.1 above: (a) (b) the Scheme Claims shall be compromised and discharged fully and absolutely, in each case so as to bind legally the Scheme Creditors (including, for the avoidance of doubt, any Person who has or acquires after the Record Time any beneficial or proprietary interest in or arising directly or indirectly out of, in relation to and/or in connection with a Scheme Claim); and by reason of the terms of the Scheme, Scheme Creditors will discharge and release absolutely the Parent in full from all claims and liabilities under or in respect of the Guarantee as a matter of Singapore law and any other applicable law so as to bind legally the Scheme Creditors (including, for the avoidance of doubt, any Person who has or acquires after the Record Time any beneficial or proprietary interest in or arising directly or indirectly out of, in relation to and/or in connection with such claim). 12. INSTRUCTION AND CONFIRMATION FROM SCHEME CREDITORS 12.1 Each Scheme Creditor hereby authorizes and instructs the Depositary and the Trustee to, on or after the Effective Date, take whatever action is necessary or reasonably appropriate to give effect to the terms of the Scheme Each Scheme Creditor and each member of the Group hereby for itself and its successors and assigns discharges and exonerates each of the Trustee and each of its officers, agents, affiliates, attorneys and advisers from any and all liability to the Scheme Creditors under the Trust Deed or the Notes: (a) (b) by reason of any of them acting in accordance with the above authorisation and instruction; and for the manner of performance of all acts carried out on such instructions save to the extent of its own gross negligence, wilful default or fraud; in each case, with effect from the Settlement Date Each Scheme Creditor hereby authorises and instructs the Scheme Company on and after the Settlement Date to:

66 (a) (b) (c) give all such instructions as are required to be given by it to the Trustee and/or the Depositary to ensure that the Global Note is cancelled and disposed of by the Depositary; take such other action as may be required under the Trust Deed to effect the cancellation and full absolute discharge of the Notes and the Guarantee, including the cancellation and disposal of the Notes; and instruct the Trustee and/or the Depositary to take whatever action is necessary or reasonably appropriate to give effect to the terms of the Scheme

67 CHAPTER THREE : DETERMINATION OF ACCEPTED CLAIMS 13. DETERMINATION OF ACCEPTED CLAIMS 13.1 All Accepted Claims shall be determined as at the Record Time All Persons claiming to be Noteholders must provide the Chairman with a duly completed Account Holder Letter in respect of their Scheme Claims prior to the Record Time. Voting instructions given in Account Holder Letters delivered after the Record Time will be disregarded for voting purposes at the Scheme Meeting. Each Noteholder shall have an Accepted Claim equivalent to the outstanding principal amount of the Notes in which it holds a beneficial interest as principal at the Record Time (without double counting) The Trustee must provide the Chairman with a duly completed Proof of Debt in respect of its Scheme Claim prior to the Record Time. The Trustee shall have an Accepted Claim equivalent to the total outstanding remuneration and expenses due from the Scheme Company to the Trustee under the Trust Deed at the Record Time for services rendered as the Trustee If the Chairman refuses to Accept an alleged claim received from an alleged Scheme Creditor, Account Holder or other Person, it shall promptly prepare a statement in writing or electronic mail of its reasons for doing so and promptly send such statement to the Person alleging such claim against the Scheme Company. 14. SALES, ASSIGNMENTS AND TRANSFERS None of the Scheme Company, the Parent or the Chairman shall recognise any sale, assignment, transfer or any disclosed sub-participation of any Scheme Claim after the Record Time for the purposes of determining entitlement to attend and vote at the Scheme Meeting. A transferee of a beneficial or proprietary interest in the Notes or any other Scheme Claim after the Record Time will, however, be bound by the terms of the Scheme in the event that it becomes effective and such transferee will have to demonstrate, to the satisfaction of the Scheme Manager, that it is entitled to receive the Scheme Consideration. 15. PROVISION OF INFORMATION 15.1 Account Holder Letters shall provide the Chairman with all information requested in, and be submitted in accordance with the instructions set out in, the form of Account Holder Letter attached at Appendix 4A Proofs of Debt shall provide the Chairman with all the information requested in, and be submitted in accordance with the instructions set out in, the form of the Proof of Debt attached at Appendix 4B If the Chairman refuses to accept an Account Holder Letter or Proof of Debt, he shall promptly prepare a written statement or electronic mail of its reasons for doing so and send such statement to the party that provided such Account Holder Letter or Proof of Debt. 16. THE SCHEME MANAGER AND CHAIRMAN 16.1 The Scheme Manager shall not be liable for any claim or liability arising in respect of the performance of his duties as Scheme Manager under this Scheme except where such claim or liability arises as a result of his own fraud, gross negligence or wilful misconduct The Chairman shall not be liable for any claim or liability arising in respect of the performance of his duties as Chairman under this Scheme except where such claim or liability arises as a result of its own fraud, gross negligence or wilful misconduct

68 CHAPTER FOUR : CONDITIONS TO THE EFFECTIVENESS OF THE SCHEME 17. The Scheme shall only become effective following the satisfaction of all of the following Conditions: Scheme Procedures: (i) the approval of the Scheme (with or without modifications) by a simple majority in number of the Scheme Creditors attending and voting at the Scheme Meeting either in person or by proxy representing at least three fourths in value of the Accepted Claims of the Scheme Creditors attending and voting at the Scheme Meeting either in person or by proxy; (ii) (iii) the sanction of the Scheme (with or without modification) by the Court; and the delivery of an office copy of the order of the Court sanctioning the Scheme to ACRA for registration; and Other (i) the Parent and PBU duly executing the Deed of Undertaking; (ii) (iii) (iii) full payment of all fees payable to BlackOak LLC and Borrelli Walsh Pte Limited in connection with the negotiation, preparation and implementation of the Scheme; payment of US$35,000 to Madison Pacific Trust Limited (being, the GAP Shares Trustee Fees); and payment by the Scheme Company of US$2,400,000 (in full and without deduction) to the Coordinating Committee (being, the Incurred Expenses). The Scheme Company will issue the Completion Notice to the Scheme Manager (which will circulate the Completion Notice to the Trustee and within the Clearing Systems for the benefit of Scheme Creditors) upon the satisfaction of the Conditions. The Completion Notice will specify the Effective Date of the Scheme, the Settlement Date, the Bar Date and the Final Settlement Date

69 CHAPTER FIVE : GENERAL 18. SECURITIES LAW CONSIDERATIONS 18.1 The GAP Shares and the Warrants will not be registered under the US Securities Act or any state or other securities laws of the United States of America or any other jurisdiction. Accordingly, the GAP Shares and the Warrants are being offered outside the United States of America in accordance with Regulation S under the US Securities Act In the event that any holder of the Notes, the GAP Shares and/or the Warrants is resident in the United States of America, the Scheme Company and the Parent will rely on the exemption from registration under Section 3(a)(10) of the US Securities Act or such other exemption as is available under applicable laws and regulations. The Court has been informed that any order sanctioning the Scheme, if granted, may constitute the basis for an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) For the purpose of qualifying for the Section 3(a)(10) exemption, the Scheme Company will advise the Court prior to the hearing that the Scheme Company will rely on such exemption and will not register the GAP Shares or the Warrants under the US Securities Act based on the Court's sanctioning of the Scheme following a hearing on its fairness to the Scheme Creditors. 19. GENERAL PROVISIONS IN RELATION TO VOTING 19.1 Every Scheme Creditor whose vote is validly cast in person or by proxy at the Scheme Meeting shall have one (1) vote for every U.S. Dollar of its Accepted Claim The Chairman of the Scheme Meeting will collate the votes from each Scheme Creditor and will add the votes during the Scheme Meeting. The Chairman shall then report to the Noteholders as to whether the Scheme has been approved For purposes of voting at the Scheme Meeting, any vote need only indicate whether the Scheme Creditor casting such vote votes to approve or to not approve the Scheme Subject to any inherent jurisdiction of the Court, the decision of the Chairman of the Scheme Meeting as to the admission of votes at that meeting shall be final for the purposes of, and in relation to the proceedings at, the Scheme Meeting. 20. QUORUM REQUIRED FOR SCHEME MEETING 20.1 The Scheme Meeting shall require a quorum of two (2) Scheme Creditor present in person or by proxy No business shall be transacted at the Scheme Meeting unless a quorum is present when the meeting proceeds to business. 21. CHAIRMAN OF SCHEME MEETING The Chairman of the Scheme Meeting shall be Mr. Jason Kardachi of Borrelli Walsh Pte Limited, One Raffles Place, Tower 2, #10-62, Singapore or, failing him, any other Managing Director or Director of Borrelli Walsh Pte Limited. 22. SCHEME COSTS The Parent, PBU and the Scheme Company shall make payment of US$2,400,000 to the Coordinating Committee (in respect of all amounts due to the Coordinating Committee under the Fee Letter (including the

70 Scheme Costs) and certain other fees and expenses incurred by the Coordinating Committee since 8 March 2017) as a condition to the effectiveness of the Scheme. The Parent shall pay all other costs and expenses incurred by the Scheme Company in connection with the negotiation, preparation and implementation of the Scheme as and when they arise, including the costs of holding the Scheme Meeting and the costs of the petition to the Court to sanction the Scheme, the costs, charges, expenses and disbursements of all legal advisors to the Scheme Company and the Parent, the costs, charges, expenses and disbursements of all financial advisors to the Scheme Company and the Parent and (where necessary) the remuneration, costs and expenses of the Independent Assessor. 23. MODIFICATIONS OF THE SCHEME 23.1 The Scheme Company may, at any hearing to sanction the Scheme, consent on behalf of all Scheme Creditors and the Parent to any modification of the Scheme or any terms or conditions which the Court may think fit to approve or impose and which would not directly or indirectly have a materially adverse effect on the interests of any Scheme Creditor under the Scheme In addition, and with effect from the Effective Date: (a) (b) the terms and conditions of this Scheme may be modified; and the Settlement Date or Final Settlement Date may be postponed to a later date; by agreement between the Scheme Company and Scheme Creditors holding a majority of the Total Voting Claims at the Record Time. Any modification of the terms and conditions of this Scheme and/or postponement of the Settlement Date or Final Settlement made in accordance with this Clause 23.2 will be binding on the Scheme Company, the Parent and each Scheme Creditor. 24. MODIFICATIONS OF THE GAP SHARES TRUST DEED AND THE WARRANT INSTRUMENT FOLLOWING THE SETTLEMENT DATE 24.1 Nothing in this Scheme shall prevent any modification of the terms and conditions of the GAP Shares Trust Deed and/or the Warrant Instrument in accordance with the terms thereof following the Settlement Date The parties to the GAP Shares Trust Deed and/or the Warrant Instrument may, prior its execution on the Settlement Date, consent to any modification to the form of such document, which is of a formal, minor or technical nature or to correct a manifest or proven error or to comply with mandatory provisions of law. 25. TERMINATION OF THE SCHEME 25.1 This Scheme shall terminate automatically, and be of no further force and effect in the event that either: (a) the Effective Date does not occur by 28 February 2018; or (b) the Settlement Date does not occur by 28 February In the event that this Scheme is terminated pursuant to Clause 25.1, each Scheme Creditor shall be entitled to exercise any and all of its rights, powers and remedies against the Scheme Company and/or the Parent under the terms and conditions of the Trust Deed and the Notes as though this Scheme had never been contemplated or implemented

71 26. NOTICE 26.1 Any notice or other written communication to be given under or in relation to this Scheme shall be given in writing and shall be deemed to have been duly given if it is delivered by hand or sent by Post, and by air mail where it is addressed to a different country from that in which it is posted, to: (a) (b) (c) (d) in the case of the Scheme Company: care of the Scheme Manager, Borrelli Walsh Pte Limited, located at: One Raffles Place, Tower 2, #10-62, Singapore ; in the case of a Scheme Creditor, its last known address according to the Scheme Company, provided that all deliveries of notices required to be made by this Scheme shall be effected by posting the same in pre-paid envelopes addressed to the Scheme Creditors or, if so directed by the Scheme Creditors, to the relevant Account Holder or Proof of Debt for the Persons respectively entitled thereto at the addresses as appearing in the relevant Account Holder Letter or Proof of Debt to such other addresses (if any) as such Persons may respectively direct in writing; in the case of any other Person, to any address set forth for that Person in any agreement entered into in connection with the Scheme; and in the case of the Trustee, to: 21st Floor West, 101 Barclay Street, New York NY10286 (attention: Global Corporate Trust), with a copy to One Temasek Avenue, #02-10 Millenia Tower, Singapore (attention: Global Trust Services) In addition: (a) (b) any notice or other written communication to be given to the Scheme Creditors under or in relation to this Scheme shall also be given and shall be deemed to have been duly given if sent by electronic means through the Clearing Systems; and any Account Holder Letter or Proof of Debt delivered to the Chairman by a Scheme Creditor shall be deemed to have been duly given if sent by electronic mail to: BLDInvestments@borrelliwalsh.com Any notice or other written communication to be given under the Scheme shall be deemed to have been served: (a) (b) (c) if delivered by hand, on the first Business Day following delivery; if sent by Post, on the second Business Day after posting if the recipient is in the country of dispatch, and otherwise on the seventh day after posting; and if distributed electronically through the Clearing Systems, on the fifth Business Day after such distribution In proving service, it shall be sufficient proof, in the case of a notice sent by Post, that the envelope was properly stamped, addressed and placed in the Post The accidental omission to send any notice, written communication or other document in accordance with this paragraph or the non-receipt of any such notice by any Scheme Creditor shall not affect any of the provisions of the Scheme or the effectiveness thereof

72 27. FORCE MAJEURE None of the Scheme Creditors, the Parent, the Scheme Company, the Chairman or the Scheme Manager shall be in breach of its obligations under the Scheme as a result of any delay or non-performance of its obligations under this Scheme arising from any Force Majeure. 28. CONFLICT & INCONSISTENCY In the case of a conflict or inconsistency between the terms of the Scheme and the terms of the Explanatory Statement, the terms of the Scheme will prevail. 29. GOVERNING LAW AND JURISDICTION The Scheme shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Scheme Company, the Parent, the Scheme Manager, the Chairman and each of the Scheme Creditors agree that any Disputed Claim or other dispute shall be determined in accordance with the POD Regulations. 31 August

73 SCHEDULE 1 Distribution Date Name of Creditor Type of Creditor (i.e. Coordinating Committee, Earlybird Scheme Creditor and/or Eligible Scheme Creditor) Nature of distribution (i.e. Incentive GAP Shares, Additional GAP Shares and/or Remaining GAP Shares) Pro rata portion Currency/ Shares Bank Account Details/ Custodian account details (C- BEST) Example 25 August 2017 XYZ Ltd Pte Earlybird Scheme Creditor Incentive Shares Gap 50% 200 Agent: [ ] Agent BIC: [ ] Account Name: [ ] Securities Account No: [ ] SID: [ ]

74 APPENDIX 1A INSTRUCTIONS ON HOW TO VOTE FOR NOTEHOLDERS Scheme Creditors are creditors of the Scheme Company in respect of Scheme Claims and include (for the avoidance of doubt, but without double counting in each case): (a) (b) (c) (d) Noteholders; the Trustee; the Depositary; and Account Holders and Intermediaries. For the purposes of the Scheme you will be a Noteholder if you hold or, as the case may be, held a beneficial interest as principal in the Notes held in global form through the Clearing Systems at the Record Time. Each Noteholder will need to give instructions to its Account Holders as to voting. These instructions contain important guidance and information which should be carefully considered by Account Holders when completing their Account Holder Letters and by Noteholders when giving instructions to Account Holders to complete such Account Holder Letters. Noteholders should immediately contact their Account Holders (through any Intermediaries, if appropriate) to ensure that a valid Account Holder Letter is submitted in respect of their interests in the Notes. The Bank of New York Mellon (in its capacity as Trustee for the Notes) and The Bank of New York Depository (Nominees) Limited (in its capacity as nominee of the Depositary of the Clearing Systems) have been directed by the Court not to, and accordingly will not, vote in respect of the Notes at the Scheme Meeting. However, The Bank of New York Mellon shall be entitled to vote in respect of the Remuneration and Expenses Claim. Noteholders and/or Account Holders that have any questions relating to the Scheme Document or the Account Holder Letter should contact the Scheme Manager at the Helpline between the hours of 9:00 a.m. and 6:30 p.m. (Singapore time) or by at BLDInvestments@borrelliwalsh.com. The Scheme Manager cannot and will not provide advice on the merits of the Scheme or give any financial or legal advice, and will under no circumstances be soliciting proxies or votes in respect of the Scheme. Requirement for an Account Holder Letter A valid Account Holder Letter received prior to the Record Time constitutes an instruction as to voting in respect of the Scheme Meeting. It will be the responsibility of Account Holders to obtain from the Intermediaries and/or Noteholders on whose behalf they hold interests in the Notes and in accordance with the procedures established between them, whatever information or instructions they may require to submit a duly completed Account Holder Letter in respect of such Notes to the Chairman. To assist this process, Noteholders (through Intermediaries, if appropriate) are strongly encouraged to contact the Account Holder through which they hold their interest in the Notes to enable that Account Holder to complete an Account Holder Letter and deliver such Account Holder Letter to the Chairman prior to the Record Time. Valid Account Holder Letters should be delivered to the Chairman (by facsimile, electronic mail or Post) by no later than the Record Time. An Account Holder Letter will be deemed delivered when actually received by the Chairman, provided that if the Chairman subsequently identifies any error in the Account Holder Letter or determines that an Account Holder Letter is not valid, such Account Holder Letter will not be deemed delivered until all such errors have been

75 rectified or the Account Holder Letter has been completed to the satisfaction of the Chairman (which may, if reasonably necessary, request that a new Account Holder Letter be submitted). The Chairman will confirm receipt of valid Account Holder Letters to Account Holders who submit them. This confirmation does not imply automatic acceptance of the Account Holder Letter. The Chairman will only be able to process valid and duly completed Account Holder Letters. Voting instructions given in Account Holder Letters delivered after the Record Time will be disregarded for voting purposes at the Scheme Meeting. In general, a separate Account Holder Letter must be completed in respect of each separate beneficial holding of Notes. However, Account Holders that hold interests in the Notes on behalf of more than ten (10) Noteholders should contact the Scheme Manager to discuss the potential for submitting one or more Account Holder Letters in respect of more than one beneficial holding of the Notes. Procedure for blocking the Notes Each Account Holder should, prior to delivering an Account Holder Letter to the Chairman, submit Blocking Instructions in respect of the Notes referred to in that Account Holder Letter to the relevant Clearing System(s). The Blocking Instruction reference numbers should then be listed in Part 2 of the Account Holder Letter. Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by that Clearing System. The Chairman will request the relevant Clearing System to confirm to its satisfaction that the relevant Notes have been blocked with effect from or before the Record Time. In the event that the relevant Clearing System fails to do so, the Chairman shall be entitled to reject the Account Holder Letter. Instructions Irrevocable Any Account Holder Letter and Blocking Instructions delivered will be irrevocable after the Record Time unless and until: (a) (b) (c) the Scheme is not approved by the requisite statutory majorities at the Scheme Meeting, is withdrawn or is terminated in accordance with its terms; the Court does not grant an order sanctioning the Scheme; the Effective Date does not occur by 28 February 2018; or (d) the Settlement Date does not occur by 28 February Confirmations By delivering an Account Holder Letter to the Chairman, an Account Holder: (a) (b) (c) confirms to the Scheme Company and the Chairman that Blocking Instructions in respect of the Notes which are the subject of the Account Holder Letter have been issued to the relevant Clearing System with effect from or before the date of the relevant Account Holder Letter in accordance with the normal procedures of such Clearing System and after taking into account the deadlines imposed by such Clearing System; instructs the relevant Clearing System to transmit to the Chairman the information contained within the Blocking Instructions; and gives the other confirmations required by the Account Holder Letter

76 Voting A Noteholder who wishes to attend and vote in person at the Scheme Meeting should ensure that this is recorded in the Account Holder Letter delivered on its behalf and that the voting intention section of the Account Holder Letter is completed, although this does not bind such Noteholder to vote in any particular way at the Scheme Meeting. In order to attend the Scheme Meeting, the Noteholder or, if different, the Person nominated in the Account Holder Letter by such Noteholder, will be required to produce a copy of the Account Holder Letter, evidence of corporate authority (if applicable) and a valid passport at the registration desk for the relevant Scheme Meeting at least one (1) hour prior to the scheduled start time. A Noteholder who wishes to appoint a proxy (other than the Chairman) to attend and vote at the Scheme Meeting on its behalf should ensure that the identity of the relevant proxy and the manner in which the proxy should vote are recorded in its Account Holder Letter by giving appropriate instructions to its Account Holder. The Account Holder Letter will then constitute a proxy in favour of the relevant Person. In order to attend the Scheme Meeting the Person appointed as proxy should produce a copy of Account Holder Letter and a valid passport at the registration desk for the relevant Scheme Meeting at least one (1) hour prior to the scheduled start time. Where the Account Holder Letter can be matched against one of the Account Holder Letters submitted to the Chairman, the Person appointed as proxy will be admitted to the Scheme Meeting upon presentation of a valid passport as proof of identity. A Noteholder who does not wish to attend the Scheme Meeting, but who wishes to appoint the Chairman of the Scheme Meeting as his proxy to vote on his behalf at the Scheme Meeting, should ensure that this and the manner in which the Chairman should vote are recorded in its Account Holder Letter. The Account Holder Letter will then constitute a proxy in favour of the Chairman. The appointment of a proxy by a Noteholder does not prevent that Noteholder from attending and voting in person at the relevant Scheme Meeting on production of a certified copy of the Account Holder Letter in which it is named as a Noteholder. In such circumstances, the relevant proxy will be deemed revoked. The Scheme Manager The Scheme Manager will use all reasonable endeavours to assist Account Holders to complete their Account Holder Letters validly. However, failure to deliver a valid Account Holder Letter in the manner and within the deadlines referred to above may prejudice voting instructions being counted. None of the Scheme Manager, the Chairman, the Scheme Company or any other Person will be responsible for any losses or liabilities incurred by a Noteholder as a result of any determination by the Chairman that an Account Holder Letter contains an error or is incomplete (even if this is subsequently shown not to have been the case)

77 APPENDIX 1B INSTRUCTIONS ON HOW TO VOTE FOR THE TRUSTEE The Trustee will be required to submit a Proof of Debt in respect of its Remuneration and Expenses Claim. These instructions contain important guidance and information which should be carefully considered by the Trustee when completing its Proof of Debt in respect of its Remuneration and Expenses Claim. Questions relating to the Scheme Document should be directed to the Scheme Manager at the Helpline between the hours of 9:00 a.m. and 6:30 p.m. (Singapore time) or by at BLDInvestments@borrelliwalsh.com. The Scheme Manager cannot and will not provide advice on the merits of the Scheme or give any financial or legal advice, and will under no circumstances be soliciting proxies or votes in respect of the Scheme. Requirement for a Proof of Debt A valid Proof of Debt received prior to the Record Time constitutes an instruction as to voting in respect of the Scheme Meeting and should be delivered to the Chairman (by facsimile, electronic mail or Post) by no later than the Record Time. A Proof of Debt will be deemed delivered when actually received by the Chairman, provided that if the Chairman subsequently identifies any error in the Proof of Debt or determines that a Proof of Debt is not valid, such Proof of Debt will not be deemed delivered until all such errors have been rectified or the Proof of Debt has been completed to the satisfaction of the Chairman (which may, if reasonably necessary, request that a new Proof of Debt be submitted). The Chairman will confirm receipt of valid Proof of Debt to the Trustee. This confirmation does not imply automatic acceptance of the Proof of Debt. The Chairman will only be able to process valid and duly completed Proofs of Debt. Voting If the Trustee wishes to attend and vote in person at the Scheme Meeting in respect of its Remuneration and Expenses Claim, it should ensure that this is recorded in its Proof of Debt and that the voting intention section of the Proof of Debt is completed, although this does not bind the Trustee to vote in any particular way at the Scheme Meeting. In order to attend the Scheme Meeting, the Trustee will be required to produce a copy of the Proof of Debt, evidence of corporate authority and a valid passport of its proxy (other than the Chairman) at the registration desk for the relevant Scheme Meeting at least one (1) hour prior to the scheduled start time. If the Trustee wishes to appoint a proxy (other than the Chairman) to attend and vote at the Scheme Meeting in respect of the Trustee s Remuneration and Expenses Claim on its behalf, it should ensure that the identity of the relevant proxy and the manner in which the proxy should vote are recorded in its Proof of Debt by giving appropriate instructions to its proxy. The Proof of Debt will then constitute a proxy in favour of the relevant Person. In order to attend the Scheme Meeting the Person appointed as proxy should produce a copy of Proof of Debt and a valid passport at the registration desk for the relevant Scheme Meeting at least one (1) hour prior to the scheduled start time. If the Trustee does not wish to attend the Scheme Meeting, but wishes to appoint the Chairman of the Scheme Meeting as its proxy to vote on its behalf at the Scheme Meeting, it should ensure that this and the manner in which the Chairman should vote are recorded in its Proof of Debt. The Proof of Debt will then constitute a proxy in favour of the Chairman. The appointment of a proxy by the Trustee does not prevent the Trustee from attending and voting in person at the relevant Scheme Meeting on production of a certified copy of its Proof of Debt. In such circumstances, the relevant proxy will be deemed revoked. The Scheme Manager The Scheme Manager will use all reasonable endeavours to assist the Trustee to complete its Proof of Debt validly. However, failure to deliver a valid Proof of Debt in the manner and within the deadlines referred to above may prejudice voting instructions being counted

78 None of the Scheme Manager, the Chairman, the Scheme Company or any other Person will be responsible for any losses or liabilities incurred by the Trustee as a result of any determination by the Chairman that a Proof of Debt contains an error or is incomplete (even if this is subsequently shown not to have been the case)

79 APPENDIX 2 EFFECT OF SECURITIES LAW RESTRICTIONS UNDER THE SCHEME General principles of the Scheme Noteholders are strongly advised to consult their professional advisers as to whether any laws or regulations which may be applicable to them may give rise to any liability or penalty, or require them to obtain any governmental or other consents or to pay any taxes or duties, as a result of the implementation of the Scheme. None of the Scheme Company, the Parent, any other member of the Group, the Trustee, the Depositary, the Scheme Manager, their respective directors, agents, advisers or affiliates or any other party accepts any responsibility for any liabilities (including but not limited to consequential liabilities) or regulatory, civil or criminal sanctions or penalties incurred by the Scheme Creditors as a result of the implementation of the Scheme in respect of laws or regulations applicable to them. In particular, Noteholders should be aware that: Hong Kong The GAP Shares and the Warrants have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than: (i) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the GAP Shares or the Warrants has been issued by, or been in the possession for the purposes of issue of, the Scheme Creditors and will not be issued or in the possession for the purposes of issue, whether in Hong Kong or elsewhere, of the Scheme Creditors, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to GAP Shares and Warrants which are, or are intended to be, disposed of only to persons outside Hong Kong or only to professional investors as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Indonesia This Scheme Document and any offering in respect of the GAP Shares or Warrants does not constitute a public offering in Indonesia under Law Number 8 of 1995 regarding Capital Markets and other applicable Indonesian capital markets regulations. This Scheme Document may not be distributed in Indonesia and neither the GAP Shares nor the Warrants may be offered or sold in 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. Member State of the European Economic Area This Scheme Document and any invitation or communication in respect of the GAP Shares and/or the Warrants will only be delivered or so communicated to Persons in a Member State of the European Economic Area which has implemented Directive 2003/71/EC (the Prospectus Directive ) (each, a Relevant Member State ) who are qualified investors within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive (each, a Qualified Investor ). Each Person in a Relevant Member State who is a financial intermediary (as that term is used in Article 3(2) of the Prospectus Directive), other than the Scheme Company, shall not acquire the GAP Shares and/or the Warrants on a non-discretionary basis on behalf of, nor shall they be acquired with a view to their offer or resale to, Persons in a Relevant Member State who are not Qualified Investors

80 Switzerland The the GAP Shares and the Warrants are being offered to Scheme Creditors in Switzerland without any public offering and only to the extent that they have no intention to distribute them to the public. This Scheme Document is personal and confidential to each Scheme Creditor and does not constitute an offer to any other Person. This Scheme Document shall in particular not be copied and/or distributed to the public in or from Switzerland. This Scheme Document does not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations. The GAP Shares and the Warrants will not be listed on the SIX Swiss Exchange and, therefore, any documents relating to the GAP Shares and/or the Warrants, including, but not limited to, this Scheme Document, may not comply with the disclosure standards of the listing rules of the SWXSwiss Exchange. Singapore This Scheme Document has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document may not be circulated or distributed, and the GAP Shares and the Warrants may not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to Persons in Singapore other than: (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ); (ii) to a relevant Person pursuant to Section 275(1) of the SFA, or any Person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the GAP Shares and/or the Warrants are subscribed or purchased under Section 275 of the SFA by a relevant Person which is: 1. a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or 2. a trust (where the trustee is not an accredited investor), the sole purpose of which is to hold investments, and of which each beneficiary is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the GAP Shares and/or the Warrants pursuant to an offer made under Section 275 except: (a) (b) (c) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant Person defined in Section 275(2) of the SFA, or to any Person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; where no consideration is or will be given for the transfer; or where the transfer is by operation of law

81 United Kingdom No invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) has been communicated or caused to be communicated, or will be communicated or caused to be communicated in connection with the issue or sale of the GAP Shares and the Warrants, in circumstances in which section 21(1) of the FSMA does not apply to the Scheme Company or the Parent. All applicable provisions of the FSMA have been complied with, and will be complied with, with respect to anything done by the Scheme Creditors in relation to the GAP Shares and/or the Warrants in, from or otherwise involving the United Kingdom. United States of America The GAP Shares and the Warrants have not been and will not be registered under the US Securities Act, or any state or other securities laws of the United States of America or any other jurisdiction. The GAP Shares and the Warrants are being offered outside the United States of America in accordance with Regulation S under the US Securities Act. In the event that any holder of Notes, the GAP Shares and/or the Warrants is resident in the United States of America, the Scheme Company will rely on the exemption from registration under Section 3(a)(10) of the US Securities Act or such other exemption as is available under applicable laws and regulations. The Court has been informed that any order sanctioning the Scheme, if granted, may constitute the basis for an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10)

82 APPENDIX 3 NOTICE OF SCHEME MEETING HC / OS 895 / 2017 IN THE HIGH COURT OF THE REPUBLIC OF SINGAPORE IN THE MATTER OF BLD INVESTMENTS PTE. LTD. and IN THE MATTER OF THE COMPANIES ACT (CHAPTER 50; 2006 REVISED EDITION) OF THE REPUBLIC OF SINGAPORE NOTICE IS HEREBY GIVEN that by an Order dated 23 August 2017 (the Order ) made in the above matter, the High Court of the Republic of Singapore (the Court ) has directed that a meeting of Scheme Creditors (as defined in the Scheme) of the above-named company (hereinafter called the Scheme Company ) (the Scheme Meeting ) be convened for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement pursuant to section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore (the Act ) (the Scheme ), proposed to be made between the Scheme Company and the Scheme Creditors and that such Scheme Meeting shall be held at 10:00 a.m. (Singapore time) on 26 October 2017 at 55 Market Street, #03-01, Singapore A copy of the Scheme is incorporated in the composite document to be dispatched to Scheme Creditors in respect of the Scheme, which includes an explanatory statement pursuant to Section 211 of the Act (the Scheme Document ). Unless otherwise indicated, capitalised words and phrases used herein have the meaning provided in the Scheme Document. Copies of the Scheme Document and the Order are available free of charge on request by Scheme Creditors to the Scheme Company or its solicitors, BlackOak LLC, and may also be downloaded at or obtained by to the Scheme Manager at BLDInvestments@borrelliwalsh.com. Scheme Creditors that have any questions relating to the Scheme Document should contact the Scheme Manager at the Helpline between the hours of 9:00 a.m. and 6:30 p.m. (Singapore time). VOTING ARRANGEMENTS The following is a summary of the arrangements which have been made for the purpose of voting in respect of the Scheme at the Scheme Meeting. Full details of these arrangements, and the action to be taken by Scheme Creditors, are set out in the Scheme Document. The Trustee and The Bank of New York Depository (Nominees) Limited (as nominee for the Depositary) have been directed by the Court not to, and accordingly will not, vote in respect of the Notes at the Scheme Meeting, save that the Trustee shall be entitled to vote in respect of its Remuneration and Expenses Claim. Votes attributable to the Notes may be cast by Noteholders by submitting a valid Account Holder Letter in respect of their interests in the Notes. Votes attributable to the Remuneration and Expenses Claim may be cast by the Trustee submitting a valid Proof of Debt in respect of its Remuneration and Expenses Claim. Appendix 1A and 1B to the Scheme Document contain detailed instructions in relation to the completion and submission of Account Holder Letters and

83 Proof of Debt, respectively. The Account Holder Letters and Proof of Debt must be submitted to the Chairman by 5:00 p.m. (Singapore time) on 22 September On or around 27 September 2017, the Custodian (upon the provision of each relevant Scheme Creditor s notice details by the Scheme Manager) will provide each relevant Scheme Creditor with a written request specifying the documentation and other evidence that is required by the Custodian to carry out and be satisfied that it has complied with all necessary know your customer or similar checks of the Custodian ( KYC Documentation ) in relation to the distribution of Scheme Consideration to that Scheme Creditor. Each relevant Scheme Creditor shall promptly, but in no event later than 1 November 2017, supply or procure the supply of, the KYC Documentation to the Custodian. The Custodian shall be entitled to (but not obliged to) accept such KYC Documentation after 1 November 2017, but (in any event) no later than the Settlement Date, for the purpose of the distribution of Scheme Consideration on the Settlement Date. By the Order, the Court has appointed Mr. Jason Aleksander Kardachi of Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore or, failing him, any other Managing Director or Director of Borrelli Walsh Pte Limited, to act as Chairman at the Scheme Meeting, and has directed the Chairman to report the result of the Scheme Meeting to the Court. In the event that the Scheme is approved by Scheme Creditors or Persons voting on their behalf, a hearing before the Court is necessary in order to sanction the Scheme. All Scheme Creditors (other than those directed not to vote, as referred to above) will be entitled to attend the Court hearing in person or through legal representatives to support or oppose the sanctioning of the Scheme. It is expected that the Court hearing will be held on or around the week of 6 November The Scheme will be subject to the subsequent sanction of the Court. Each Noteholder will need to give instructions to the relevant Account Holders as to voting. Noteholders should note, however, that unless a valid Account Holder Letter is delivered at or before the Record Time, the voting instructions contained in that Account Holder Letter will be disregarded for the purposes of voting at the Scheme Meeting and the Noteholder will not be able to vote at the Scheme Meeting. If you are a Noteholder, whether or not you are able to attend the Scheme Meeting or any adjournment thereof, you are strongly urged to complete and sign the form of proxy contained at Part 4 of the Account Holder Letter, in accordance with the instructions printed thereon. If you are the Trustee, whether or not you are able to attend the Scheme Meeting or any adjournment thereof, you are strongly urged to complete and sign the form of proxy contained at Part 2 of the Proof of Debt (in respect of the Trustee s Remuneration and Expenses Claim only), in accordance with the instructions printed thereon. It is requested that the completed Account Holder Letter and the Proof of Debt (including the completed proxy form) be sent by Post, facsimile or to Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore ( Scheme Manager ) (telephone number: ; facsimile number: ; BLDInvestments@borrelliwalsh.com), marked for the attention of Mr. Jason Kardachi, to be received not later than the Record Time. However, if a completed Account Holder Letter or Proof of Debt (including a completed proxy form) is not so lodged or sent by facsimile, it may be handed to the Chairman at the Scheme Meeting. Dated this 31 st day of August 2017 BlackOak LLC Solicitors to the Scheme Company

84 APPENDIX 4A ACCOUNT HOLDER LETTER

85 ACCOUNT HOLDER LETTER For use by Account Holders in Euroclear and/or Clearstream in respect of the US$155,000, % guaranteed equity linked notes due 2015 (ISIN: XS (Regulation S Global Note)) issued by BLD INVESTMENTS PTE. LTD. (the Scheme Company ) in relation to the Scheme Company s scheme of arrangement under Section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore ( Scheme ). Unless otherwise indicated, capitalised words and phrases used in this Account Holder Letter have the meaning provided in the scheme document dated 31 August 2017 which contains, among other things, the Explanatory Statement of the Scheme Company relating to the Scheme ( Scheme Document ), subject to any amendments or modifications made by the Court. The Scheme will, if implemented, materially affect the holders of the Notes. Persons who are account holders with Euroclear and/or Clearstream (together Account Holders ) should use this Account Holder Letter (upon receipt of written instructions from an underlying Noteholder) to register details of their interests in the Notes and to make certain elections with respect to voting in relation to the Scheme. DEADLINE FOR RECEIPT OF BLOCKING INSTRUCTIONS AND ACCOUNT HOLDER LETTER A duly completed and signed copy of this Account Holder Letter must be delivered by Post, facsimile or to Mr. Jason Aleksander Kardachi, care of Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore ( Chairman ) (telephone number: ; facsimile number: ; BLDInvestments@borrelliwalsh.com), marked for the attention of Mr Jason Aleksander Kardachi, and must be received by the Chairman by: 1. no later than 5:00 p.m. (Singapore time) on 22 September 2017 ( Voting Time ) in order for the voting instructions contained in this Account Holder Letter to constitute valid voting instructions for the purposes of the Scheme; and 2. no later than the Bar Time in order for the relevant Noteholder to be entitled to receive Scheme Consideration in the form of GAP Shares and (if Approved and issued) Warrants. Any Noteholder which does not provide the Chairman with a duly completed Account Holder Letter or does not make the Securities Law Representations to the Scheme Company and the Parent (or the Scheme Company, the Parent or, if referred to the Independent Assessor, the Independent Assessor is not satisfied as to the accuracy thereof) prior to the Bar Time shall be deemed for all purposes to be an Ineligible Scheme Creditor. A separate Account Holder Letter must be completed in respect of each separate beneficial holding of Notes. An Account Holder Letter will not be valid and the Chairman reserves the right to reject any Account Holder Letter that does not contain reference to a valid blocking reference number. If Part 5 (GAP Shares), Part 6 (Warrants) and/or Part 7 (Securities Law Representations) of an Account Holder Letter are not completed, the Scheme Company will be unable to procure the distribution of the portion of the GAP Shares and/or issue the Warrants (if Approved) to which the relevant Noteholder is entitled to that Noteholder. For a limited period of time, such GAP Shares will be held on trust by Madison Pacific Trust Limited for the benefit of such Noteholder in accordance with the terms of the GAP Shares Trust Deed until the details requested in Part 5 (GAP Shares) and the confirmation requested in Part 7 (Securities Law Representations) are duly completed and delivered to the Chairman. For the avoidance of doubt, the Custodian and/or the GAP Shares Trustee (as the case may be) shall only be obliged to effect the transfer and/or distribution of GAP Shares to a Scheme Creditor in accordance with the terms of the Scheme and/or the GAP Shares Trust Deed (as the case may be) if the Custodian and/or the GAP Shares Trustee (as the case may be) is satisfied that it has completed all necessary know your customer checks or other similar checks in relation to that Scheme Creditor under all applicable laws and regulations.

86 On or around 27 September 2017, the Custodian (upon the provision of the relevant Scheme Creditor s notice details by the Scheme Manager) will provide the relevant Scheme Creditor with a written request specifying the KYC Documentation that is required by the Custodian to complete all necessary know your customer or similar checks of the Custodian. The relevant Scheme Creditor shall promptly, but in no event later than 1 November 2017, supply or procure the supply of the KYC Documentation to the Custodian. The Custodian shall be entitled to (but not obliged to) accept such KYC Documentation after 1 November 2017, but (in any event) no later than the Settlement Date, for the purpose of distribution of the Scheme Consideration of the Settlement Date. Pursuant to the Companies Act (Proof of Debt in Schemes of Arrangement) Regulations 2017 (Cap 50, No. S 245, 2006 Rev Ed), any person who has filed a Proof of Debt (or its equivalent) is entitled to inspect a Proof of Debt (or its equivalent) filed by another person. By filing this Account Holder Letter, unless otherwise indicated, you will be deemed to have consented to your Account Holder Letter being inspected by any other person who has filed a Proof of Debt (or its equivalent). You are strongly advised to read the Explanatory Statement and, in particular, Appendix 1A to the Scheme Document, before you complete this Account Holder Letter. Appendix 1A to the Scheme Document contains detailed information on the various options contained in this Account Holder Letter. This Account Holder Letter shall be governed by and construed in accordance with the laws of the Republic of Singapore. FOR ASSISTANCE CONTACT Borrelli Walsh Pte Limited Address: One Raffles Place, Tower 2, #10-62, Singapore Telephone: Fax: BLDInvestments@borrelliwalsh.com 2

87 PART 1 : NOTEHOLDER DETAILS If you are not the Noteholder (that is, a Person with an economic or beneficial interest as principal in the Notes held through the Clearing Systems), please ensure that you identify the Noteholder on whose behalf you are submitting this Account Holder Letter. If such Noteholder does not wish to provide details of his identity, please identify a Person authorised to act as his representative. Full Name of Noteholder: Address of Noteholder: Jurisdiction of Incorporation of Noteholder (required if Noteholder is a company, partnership or other nonnatural Person) Details of Authorised Employee (required if Noteholder is a company, partnership or other non-natural Person): Name and Title of Authorised Employee: Passport Number of the Noteholder or Authorised Employee Telephone number of Noteholder or Authorised Employee Facsimile number of Noteholder or Authorised Employee address of Noteholder or Authorised Employee 3

88 PART 2 : HOLDING DETAILS Details of the Notes to which this Account Holder Letter relates The Account Holder holds the following Notes, which have been blocked by delivery of a Blocking Instruction (the reference number of which is provided below) to the relevant Clearing System. ISIN AMOUNT BLOCKED AT CLEARING SYSTEM CLEARING SYSTEM CLEARING SYSTEM ACCOUNT NUMBER BLOCKING REFERENCE NUMBER 1 If the details of more than five (5) positions in respect of this Account Holder Letter need to be inserted, use a continuation sheet. If you have used a continuation sheet, please tick the following box to confirm that this is the case. Further positions are listed on a continuation sheet. 1 Corresponding to Blocking Instruction. 4

89 PART 3 : CONFIRMATIONS The Account Holder named below confirms to the Scheme Company, the Parent, the Scheme Manager and the Chairman (select yes or no as appropriate for each item): A. That all authority conferred or agreed to be conferred pursuant to this Account Holder Letter and every obligation of the Account Holder under this Account Holder Letter shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the Account Holder and shall not be affected by, and shall survive, the death or incapacity of the Account Holder and that all of the information in this Account Holder Letter is complete and accurate. Yes No B. That the Account Holder has irrevocably instructed Euroclear and/or Clearstream, as the case may be, to block the Notes identified in Part 2 of this Account Holder Letter with effect on and from the date of this Account Holder Letter and the applicable reference numbers appear in this Account Holder Letter. Yes No C. That in relation to the Notes identified in Part 2 of the Account Holder Letter the Account Holder has authority: (a) (b) to give the voting instructions set out in Part 4 of this Account Holder Letter and, if applicable, to nominate the Person named in Part 4 of this Account Holder Letter to attend and speak and/or vote at the Scheme Meeting; and to give the confirmations set out in this Part 3 of this Account Holder Letter on behalf of itself and the relevant Noteholder (if different). Yes No An Account Holder who is unable to confirm yes in respect of paragraphs A to C above and give any of the representations, warranties and undertakings below should contact the Scheme Manager for assistance. 5

90 PART 4 : VOTING A. Attendance at the Scheme Meeting The Noteholder wishes: to appoint the Chairman of the Scheme Meeting as his proxy to attend and vote on his behalf at the Scheme Meeting (please now only complete paragraph C below) to attend and vote at the Scheme Meeting in person (please now only complete paragraph B below) to appoint a proxy (other than the Chairman of the Scheme Meeting) to attend and vote on his behalf at the Scheme Meeting (please now only complete paragraph C below) B. Indication of Voting Intention (for Scheme Creditors that intend to attend and vote at the Scheme Meeting in person) The Noteholder intends to attend and vote (and the Account Holder is hereby authorised to vote on its behalf) at the Scheme Meeting as follows. The Noteholder understands that this expression of intention is not binding and that it may vote as it sees fit at the Scheme Meeting. FOR the Scheme AGAINST the Scheme C. Appointment of Proxy The Noteholder wishes to appoint (and the Account Holder is hereby authorised to appoint on its behalf): the Chairman of the Scheme Meeting; or (tick box if appropriate) the following individual (tick box if appropriate and fill in the details immediately below) Name: Address: Passport Number: as its proxy and wishes its proxy to vote: FOR the Scheme AGAINST the Scheme Unless a Noteholder is an individual attending the Scheme Meeting in person or a corporation attending the Scheme Meeting by a duly authorized representative, a Noteholder must appoint a proxy to vote on its behalf at the Scheme Meeting. It is recommended that the Chairman be appointed as the proxy, as where the Chairman is appointed, there will be no need for any additional documents or identification to be taken to the Scheme Meetings by or on behalf of the relevant Noteholder. Any Noteholder that wishes to attend the Scheme Meeting in person should produce at the Scheme Meeting a duplicate copy of the Account Holder Letter that was duly completed and delivered to the Chairman on their behalf, evidence of personal identity (for example, a passport, driving license or other picture identification) and, 6

91 in the case of a corporation attending by a duly authorized representative, evidence of corporate authority (for example, a valid power of attorney and/or board minutes). For the avoidance of doubt, the Account Holder Letter should be completed and submitted to the Chairman in advance of the Scheme Meeting and by no later than the Voting Time. Each proxy must bring to the Scheme Meeting a duplicate copy of the Account Holder Letter submitted by or on behalf of the of the Noteholder by which that proxy was appointed, that was duly completed and delivered to the Chairman (including Part 4 (Voting) of the Account Holder Letter authorising him or her to act as proxy on behalf of the Noteholder) and evidence of personal identity (for example, a passport, driving license or other picture identification). For the avoidance of doubt, the Account Holder Letter should be completed and submitted to the Chairman in advance of the Scheme Meeting by the Voting Time. 7

92 PART 5 : GAP SHARES This Part 5 is required to be completed for the Noteholder to receive the GAP Shares to which it is entitled under the terms of the Scheme. The Scheme Company intends, wherever possible, to distribute the GAP Shares to Noteholders through the Central Depository and Book Entry Settlement System for listed shares in Indonesia ( C-BEST ). Details of the C-BEST Account of the Noteholder C-BEST Account Bank Name: C-BEST Account Number: SWIFT Code: Account Name at C-BEST Bank: Account Number at C-BEST Bank: Responsible Employee Name: Phone: Fax: Address: 8

93 PART 6 : WARRANTS This Part 6 is required to be completed for the Noteholders to receive the Warrants to which it is entitled under the terms of the Scheme (if Approved and issued). Address to which Warrant certificate should be sent: The certificate representing the Warrants to which the Noteholder is entitled shall be issued in the name of the Noteholder whose details are set out in Part 1. If the certificate should be issued in the name of another Person, please provide such person s details below. Full name: Address: Jurisdiction of incorporation: Details of Authorised Employee (required if such Person is a company, partnership or other non-natural Person): Name and Title of Authorised Employee: Passport Number of Noteholder or Authorised Employee Telephone number of Noteholder or Authorised Employee Facsimile number of Noteholder or Authorised Employee address of Noteholder or Authorised Employee 9

94 PART 7 : SECURITIES LAW REPRESENTATIONS As a result of applicable securities laws and regulations, in order to receive Scheme Consideration in the form of GAP Shares and Warrants (if Approved and issued), Noteholders must make the following representations. Noteholders who are able to make these representations must make them through the relevant Account Holder in this Account Holder Letter. We understand and unconditionally acknowledge that: 1. neither the GAP Shares nor the Warrants will be registered under the US Securities Act or any state or other securities laws of the United States or any other jurisdiction. Accordingly, the GAP Shares and the Warrants are being offered outside the United States in accordance with Regulation S under the US Securities Act. None of the GAP Shares or Warrants may be offered or sold in the United States or to any US Persons except in accordance with Regulation S under the US Securities Act or as set out in paragraph 2 below; 2. in the event that any holder of the Notes is resident in the United States, the Parent will rely on the exemption from registration under Section 3(a)(10) of the US Securities Act. The Court has been informed that any order sanctioning the Scheme, if granted, may constitute the basis for an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10); 3. the distribution of GAP Shares and/or issuance of the Warrants to Persons located in certain jurisdictions, including the states of Arizona, California, Colorado, Guam and Indiana, is also subject to the limitations described in Appendix 2 of the Scheme Document; and 4. defined terms used in these Securities Law Representations shall be those defined in the Scheme. Furthermore, we represent for the benefit of the Scheme Company, the Parent and the Scheme Manager that: 1. we have complied with all laws and regulations applicable to us in force in any relevant jurisdictions as required for us to receive Scheme Consideration in the form of GAP Shares and Warrants (if Approved and issued) and have obtained all authorisations required to be obtained by us under the laws and regulations applicable to us in force in any relevant jurisdiction to which we are subject and the Scheme Company, the Parent, the Scheme Manager, their respective directors and their respective advisers shall not have any responsibility therefor; 2. the distribution of GAP Shares and Warrants to us will not infringe the laws of any jurisdiction or require the Scheme Company, the Parent or the Scheme Manager to observe or obtain any authorisation; 3. we are not requesting delivery of any GAP Shares and/or Warrants to or to the order of, or for the account or benefit of, a Person that is located in any jurisdiction where the distribution of the GAP Shares and/or the issuance of the Warrants to that Person would be prohibited by any applicable law or regulation or require the Scheme Company, the Parent or the Scheme Manager to observe or obtain any authorisation; and 4. in the event that we are a US person (as defined in Regulation S under the US Securities Act)) or are located in the United States of America, we are a "qualified institutional buyer" (as defined in Rule 144A under the US Securities Act) or purchasing for the account of a qualified institutional buyer and: (i) the GAP Shares and/or Warrants have not been offered to us by any form of general solicitation or general advertising; and (ii) our receipt of the GAP Shares and/or Warrants is not part of a plan or scheme to evade the registration requirements of the US Securities Act. Signed by.. Duly authorised signatory for and on behalf of name of Noteholder 10

95 PART 8 : EXECUTION BY ACCOUNT HOLDER Full name of Account Holder: Clearing System Account Number of Account Holder: Details of Authorised Employee of Account Holder: Full Name and Job Title: Telephone number (including country code): Facsimile number (including country code): address: Address (including postal code and country): Authorised Employee Signature: Date: Before returning this Account Holder Letter, please ensure that you have provided all the information requested. Acceptance of this Account Holder Letter by the Chairman is subject to the relevant Clearing System confirming to the satisfaction of the Chairman that the Notes identified in Part 2 of this Account Holder Letter have been blocked with effect from or before the Voting Time (or the date of this Account Holder Letter if the Voting Time has passed). Information contained in this Account Holder Letter must be consistent with the relevant Blocking Instructions. 11

96 APPENDIX 4B PROOF OF DEBT

97 PROOF OF DEBT FORM For use by The Bank of New York Mellon, in its capacity as trustee ( Trustee ) of the US$155,000, % guaranteed equity linked notes due 2015 (ISIN: XS (Regulation S Global Note), the Notes ) issued by BLD INVESTMENTS PTE. LTD. (the Scheme Company ), in respect of its claims for remuneration and expenses under Clause 14 of the trust deed dated 23 March 2010 between the Scheme Company and the Trustee. If you are an Account Holder in Euroclear and/or Clearstream in respect of the Notes, please use the ACCOUNT HOLDER LETTER (provided at Appendix 4A of the Scheme Document dated 31 August 2017) and do not complete this Proof of Debt Form. If you are a Noteholder with a beneficial interest as principal in the Notes, please arrange for your Account Holder to complete and submit an ACCOUNT HOLDER LETTER (provided at Appendix 4A of the Scheme Document dated 31 August 2017) on your behalf. You should read the instructions set out on the following page carefully. Failure to follow them may result in a Proof of Debt Form being rejected in whole or in part if the Chairman considers that the requirements for completion of the Proof of Debt Form have not been complied with or that there is insufficient information to decide whether the claim is a fair and reasonable assessment of the sums owed. Please note that the capitalized terms contained within these instructions and the Proof of Debt Form bear the same meanings as given to them in the scheme document dated 31 August 2017 which contains, among other things, the Explanatory Statement of the Scheme Company relating to the Scheme ( Scheme Document ), subject to any amendments or modifications made by the Court. DEADLINE FOR RECEIPT OF THE PROOF OF DEBT FORM A duly completed and signed copy of this Proof of Debt Form must be delivered by Post, facsimile or to Mr Jason Aleksander Kardachi, care of Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore ( Chairman ) (telephone number: ; facsimile number: ; BLDInvestments@borrelliwalsh.com), marked for the attention of Mr. Jason Aleksander Kardachi, and must be received by the Chairman by: 1. no later than 5:00 p.m. (Singapore time) on 22 September 2017 ( Voting Time ) in order for the voting instructions contained in this Proof of Debt Form to constitute valid voting instructions for the purposes of the Scheme; and 2. no later than the Bar Time in order for the Trustee to be entitled to receive Scheme Consideration in the form of GAP Shares and (if Approved and issued) the Warrants. If the Trustee does not provide the Chairman with a duly completed Proof of Debt Form or does not make the Securities Law Representations to the Scheme Company and the Parent (or the Scheme Company, the Parent or, if referred to the Independent Assessor, the Independent Assessor is not satisfied as to the accuracy thereof) prior to the Bar Time, it shall be deemed for all purposes to be an Ineligible Scheme Creditor. If Part 3 (GAP Shares), Part 4 (Warrants) and/or Part 5 (Securities Law Representations) of a Proof of Debt Form are not completed, the Scheme Company will be unable to procure distribution of the portion of the GAP Shares and/or issue the Warrants (if Approved) to which the Trustee is entitled to the Trustee. For a limited period of time, such GAP Shares will be held on trust by Madison Pacific Trust Limited for the benefit of the Trustee in accordance with the terms of the GAP Shares Trust Deed until the details requested in Part 3 (GAP Shares) and Part 4 (Warrants), and the confirmation requested in Part 5 (Securities Law Representations) are duly completed and delivered to the Chairman. For the avoidance of doubt, the Custodian and/or the GAP Shares Trustee (as the case may be) shall only be obliged to effect the transfer and/or distribution of GAP Shares to a Scheme Creditor in accordance with the terms of the Scheme and/or the GAP Shares Trust Deed (as the case may be) if the Custodian and/or the GAP

98 Shares Trustee (as the case may be) is satisfied that it has completed all necessary know your customer checks or other similar checks in relation to that Scheme Creditor under all applicable laws and regulations. On or around 27 September 2017, the Custodian (upon the provision of the relevant Scheme Creditor s notice details by the Scheme Manager) will provide the relevant Scheme Creditor with a written request specifying the KYC Documentation that is required by the Custodian to complete all necessary know your customer or similar checks of the Custodian. The relevant Scheme Creditor shall promptly, but in no event later than 1 November 2017, supply or procure the supply of the KYC Documentation to the Custodian. The Custodian shall be entitled to (but not obliged to) accept such KYC Documentation after 1 November 2017, but (in any event) no later than the Settlement Date, for the purpose of distribution of the Scheme Consideration of the Settlement Date. You are strongly advised to read the Explanatory Statement and, in particular, Appendix 1B to the Scheme Document, before you complete this Proof of Debt Form. Appendix 1B to the Scheme Document contains detailed information on the various options contained in this Proof of Debt Form. This Proof of Debt Form shall be governed by and construed in accordance with the laws of the Republic of Singapore. INSTRUCTIONS (1) Enter the name and address of the Trustee in block capitals. If you are the duly authorized agent and/or attorney of the Trustee, please provide evidence (which must be satisfactory to the Chairman) of your authority to execute the Proof of Debt Form on the Trustee s behalf. (2) Please attach copies of documents substantiating the debt. The onus is upon you to prove the debt. Unsubstantiated claims may be rejected by the Chairman. (3) If you have any claims against the Scheme Company or securities in more than one currency, please separate these by currency and show the separate figures in each column. If there is insufficient room, please provide a schedule showing the details by currency. Please provide amounts in the original claim currencies. Please do not convert any amount from the original currency. (4) If you are the duly authorized representative of the Trustee, and/or the duly authorized agent, and/or attorney of the Trustee, enter the capacity in which you have signed the Proof of Debt Form (for example, director, partner or agent and/or attorney). A signature on a Proof of Debt Form in that capacity shall constitute the giving of a warranty that the signatory has been duly authorized by the Trustee to execute this Proof of Debt Form on its behalf. (5) Any alteration to the Proof of Debt Form must be initialed by the person who signs it. (6) Pursuant to the Companies Act (Proof of Debt in Schemes of Arrangement) Regulations 2017 (Cap 50, No. S 245, 2006 Rev Ed), any person who has filed a Proof of Debt Form (or its equivalent) is entitled to inspect a Proof of Debt Form (or its equivalent) filed by another person. By filing this Proof of Debt Form, unless otherwise indicated, you will be deemed to have consented to allow your Proof of Debt Form to be inspected by any other person who has filed a Proof of Debt Form (or its equivalent), including but not limited to the Noteholders. FOR ASSISTANCE CONTACT Borrelli Walsh Pte Limited Address: One Raffles Place, Tower 2, #10-62, Singapore Telephone: Fax: BLDInvestments@borrelliwalsh.com 2

99 PART 1 PROOF OF DEBT FORM IN THE HIGH COURT OF THE REPUBLIC OF SINGAPORE HC/ OS No. 895 of 2017 In the Matter of Section 210 and 211B of the Companies Act (Cap. 50) And In the Matter of BLD INVESTMENTS PTE. LTD. (SINGAPORE UEN No M) This Proof of Debt Form is for the purpose of calculation of the Trustee's entitlement to the Scheme Consideration pursuant to Clause 9 of the Scheme. The numbers in brackets correspond to the numbered instructions contained on the immediately preceding page. You should read the instructions carefully. Failure to follow them may result in a Proof of Debt Form being rejected in whole or in part. SCHEME CREDITOR NAME (1) : Date Debt Incurred THE BANK OF NEW YORK MELLON ONE CANADA SQUARE, 40 TH FLOOR, LONDON E14 5AL, UNITED KINGDOM Details of Debt (2) Currency (3) Amount Security Held: Description of Security Currency Value of Security Particulars of Person Authorized to Complete this Proof of Debt Form: Name (4) : IC/Passport No/Company/Business Registration No.: Postal Address: Contact Nos: (Tel/HP): Fax No: Signature: Address: Date: 3

100 For completion by the Chairman: Admitted as follows (in SGD): Preferential $ Ordinary $ Total Admitted $ Amount Rejected $ Total amount of debt claimed $ 4

101 PART 2 VOTING A. Attendance at the Scheme Meeting The Trustee wishes: to appoint the Chairman of the Scheme Meeting as his proxy to attend and vote on his behalf at the Scheme Meeting (please now only complete paragraph C below) to attend and vote at the Scheme Meeting in person (please now only complete paragraph B below) to appoint a proxy (other than the Chairman of the Scheme Meeting) to attend and vote on his behalf at the Scheme Meeting (please now only complete paragraph C below) B. Indication of Voting Intention (if the Trustee intends to attend and vote at the Scheme Meeting in person) The Trustee intends to attend and vote at the Scheme Meeting as follows. The Trustee understands that this expression of intention is not binding and that it may vote as it sees fit at the Scheme Meeting. FOR the Scheme AGAINST the Scheme C. Appointment of Proxy The Trustee wishes to appoint: the Chairman of the Scheme Meeting; or (tick box if appropriate) the following individual (tick box if appropriate and fill in the details immediately below) Name: Address: Passport Number: as its proxy and wishes its proxy to vote: FOR the Scheme AGAINST the Scheme Unless the Trustee is attending the Scheme Meeting by a duly authorized representative, it must appoint a proxy to vote on its behalf at the Scheme Meeting. It is recommended that the Chairman be 5

102 appointed as the proxy, as where the Chairman is appointed, there will be no need for any additional documents or identification to be taken to the Scheme Meetings by or on behalf of the Trustee. If the Trustee wishes to attend the Scheme Meeting in person by a duly authorised representative, it should produce at the Scheme Meeting a duplicate copy of the Proof of Debt Form that was duly completed and delivered to the Chairman on its behalf, and evidence of corporate authority (for example, a valid power of attorney and/or board minutes). For the avoidance of doubt, the Proof of Debt Form should be completed and submitted to the Chairman in advance of the Scheme Meeting and by no later than the Voting Time. If applicable, the proxy of the Trustee must bring to the Scheme Meeting a duplicate copy of the Proof of Debt Form submitted by or on behalf of the Trustee by which that proxy was appointed, that was duly completed and delivered to the Chairman (including Part 2 (Voting) of the Proof of Debt Form authorising him or her to act as proxy on behalf of the Trustee) and evidence of personal identity (for example, a passport, driving license or other picture identification). For the avoidance of doubt, this Proof of Debt Form should be completed and submitted to the Chairman in advance of the Scheme Meeting and by no later than the Voting Time. 6

103 PART 3 : GAP SHARES This Part 3 is required to be completed for the Trustee to receive the GAP Shares. The Scheme Company intends, wherever possible, to distribute the GAP Shares to the Scheme Creditors through the Central Depository and Book Entry Settlement System for listed shares in Indonesia ( C-BEST ). Details of the C-BEST Account of the Trustee or its nominee C-BEST Account Bank Name: C-BEST Account Number: SWIFT Code: Account Name at C-BEST Bank: Account Number at C-BEST Bank: Responsible Employee Name: Phone: Fax: Address: 7

104 PART 4 : WARRANTS This Part 4 is required to be completed for the Trustee to receive the Warrants (if Approved and issued). Address to which Warrant certificate should be sent: The certificate representing the Warrants to which the Trustee is entitled shall be issued in the name of the Trustee whose details are set out in Part 1. If the certificate should be issued in the name of another Person, please provide such person s details below. Full name: Address: Jurisdiction of incorporation: Details of Authorised Employee: Name and Title of Authorised Employee: Passport Number of Authorised Employee Telephone number of Authorised Employee Facsimile number of Authorised Employee address of Authorised Employee 8

105 PART 5 : SECURITIES LAW REPRESENTATIONS As a result of applicable securities laws and regulations, in order to receive Scheme Consideration in the form of GAP Shares and Warrants (if Approved and issued), the Trustee must make the following representations. We understand and unconditionally acknowledge that: 1. neither the GAP Shares nor the Warrants will be registered under the US Securities Act or any state or other securities laws of the United States or any other jurisdiction. Accordingly, the GAP Shares and the Warrants are being offered outside the United States in accordance with Regulation S under the US Securities Act. None of the GAP Shares or Warrants may be offered or sold in the United States or to any US Persons except in accordance with Regulation S under the US Securities Act or as set out in paragraph 2 below; 2. in the event that the Trustee is resident in the United States, the Parent will rely on the exemption from registration under Section 3(a)(10) of the US Securities Act. The Court has been informed that any order sanctioning the Scheme, if granted, may constitute the basis for an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10); 3. the distribution of GAP Shares and/or issuance of the Warrants to Persons located in certain jurisdictions, including the states of Arizona, California, Colorado, Guam and Indiana, is also subject to the limitations described in Appendix 2 of the Scheme Document; and 4. defined terms used in these Securities Law Representations shall be those defined in the Scheme. Furthermore, we represent for the benefit of the Scheme Company, the Parent and the Scheme Manager that: 1. we have complied with all laws and regulations applicable to us in force in any relevant jurisdictions as required for us to receive Scheme Consideration in the form of GAP Shares and Warrants (if Approved and issued) and have obtained all authorisations required to be obtained by us under the laws and regulations applicable to us in force in any relevant jurisdiction to which we are subject and the Scheme Company, the Parent, the Scheme Manager, their respective directors and their respective advisers shall not have any responsibility therefor; 2. the distribution of GAP Shares and Warrants to us will not infringe the laws of any jurisdiction or require the Scheme Company, the Parent or the Scheme Manager to observe or obtain any authorisation; 3. we are not requesting delivery of any GAP Shares and/or Warrants to or to the order of, or for the account or benefit of, a Person that is located in any jurisdiction where the Distribution of the GAP Shares and/or the issuance of the Warrants to that Person would be prohibited by any applicable law or regulation or require the Scheme Company, the Parent or the Scheme Manager to observe or obtain any authorisation; and 9

106 4. in the event that we are a US person (as defined in Regulation S under the US Securities Act)) or are located in the United States of America, we are a "qualified institutional buyer" (as defined in Rule 144A under the US Securities Act) or purchasing for the account of a qualified institutional buyer and: (i) the GAP Shares and/or Warrants have not been offered to us by any form of general solicitation or general advertising; and (ii) our receipt of the GAP Shares and/or Warrants is not part of a plan or scheme to evade the registration requirements of the US Securities Act. Signed by.. Duly authorised signatory for and on behalf of THE BANK OF NEW YORK MELLON 10

107 APPENDIX 5 DEED OF UNDERTAKING THIS DEED OF UNDERTAKING (this Deed ) is made by deed poll on [ ] 2017 by: (1) PT BAKRIELAND DEVELOPMENT TBK., a limited liability company incorporated in the Republic of Indonesia (the Parent ); and (2) PT PRIMA BISNIS UTAMA, a limited liability company incorporated in the Republic of Indonesia ( PBU ); IN FAVOUR OF (3) BLD INVESTMENTS PTE. LTD. (the Scheme Company ); (4) THE HIGH COURT OF THE REPUBLIC OF SINGAPORE (the Court ); and (4) THE SCHEME CREDITORS, as defined in the Scheme (the Scheme Creditors ). WHEREAS (A) (B) (C) The Scheme Company proposes to enter into a scheme of arrangement under Section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore ( Scheme ) with the Scheme Creditors. The Scheme Creditors are creditors of the Scheme Company and the Parent. The Scheme will apply to, among other things, all liabilities of the Scheme Company and the Parent in respect of the Notes, other than Excluded Liabilities. The terms of the Scheme are described in further detail in the scheme document dated 31 August 2017 which contains, among other things, the explanatory statement of the Scheme Company relating to the Scheme (the Scheme Document ). DEFINITIONS Unless otherwise indicated, capitalised words and phrases used in this Deed have the meaning provided in the Scheme Document. THIS DEED WITNESSES AND IT IS HEREBY DECLARED AS FOLLOWS: 1. Each of the Parent and PBU: (a) (b) hereby consents to the Scheme and, upon the Scheme being sanctioned by the Court, agrees to be bound by it on the terms and conditions and in such form as may be sanctioned by the Court; and upon the Scheme being sanctioned by the Court, hereby undertakes to execute or procure to be executed all such documents, and do or procure to be done all such acts and things, as are necessary or desirable for the purposes of giving effect to the Scheme including (but not limited to):

108 (i) (ii) in the case of the Parent, using its best efforts to obtain the approval of the requisite majority of its shareholders and all applicable regulatory authorities for the issuance and settlement of the Warrants and issuing the Warrants as soon as practicable thereafter and in accordance with the terms of the Scheme and the prevailing laws and regulations of the Republic of Indonesia, provided that, in the event that the Warrants are not Approved on or prior to the Release Date, from the Release Date henceforth, the Parent will not be under any further obligation to seek Approval and/or issue the Warrants; and in the case of PBU, instructing the Custodian to distribute the relevant portion of the GAP Shares to the Eligible Scheme Creditors and the GAP Shares Trustee on the Settlement Date in accordance with the terms of the Scheme. 2. This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. IN WITNESS of which this Deed has been duly executed and delivered as a deed poll on the date first appearing on this Deed. EXECUTED AND DELIVERED ) AS A DEED on behalf of ) PT BAKRIELAND DEVELOPMENT TBK. ) by: ) Name: Director EXECUTED AND DELIVERED ) AS A DEED on behalf of ) PT PRIMA BISNIS UTAMA ) by: ) Name: Director Name: Director Name: Director

109 APPENDIX 6 FAIRNESS OPINION OF FINANCIAL ADVISOR

110 Offer to Exchange any and all of BLD Investments Pte. Ltd. s outstanding USD155,000, % Guaranteed Equity Linked Notes due 2015 for shares in PT Graha Andrasentra Propertindo Tbk. and warrants to subscribe for new shares in PT Bakrieland Development Tbk. Fairness Opinion 14 August 2017 This report is strictly private and confidential and must not be copied or distributed in whole or in part without specific written consent from, PT Bakrieland Development Tbk. and Borrelli Walsh Limited

111 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Contents Page A. Executive Summary 3 B. Introduction 9 C. Background 12 D. Scheme Analysis 23 E. Enforcement Analysis 36 F. Risks & Conclusion 65 Appendices: Appendix 1 Engagement Letter Appendix 2 PT Bakrieland Development Tbk. Group Structure Chart Appendix 3 GAP and BLD Shares Valuation Assumptions Appendix 4 BLD Warrants Valuation Assumptions Appendix 5 Detailed Balance Sheet of BLDI, BLD and Group Entities Appendix 6 General Market and Enforcement ERV Assumptions (Base Case) Appendix 7 GAP s Fixed Assets Appendix 8 GAP s Other Realisable Assets 2

112 BLD Investments Pte. Ltd. Fairness Opinion 14 August Borrelli Walsh ( BW ) has been engaged by BLD Investments ( BLDI ) as Scheme Manager and Information Agent for a proposed restructuring of the USD155 million 8.625% Guaranteed Equity Linked Notes ( Notes ) and claims by The Bank of New York Mellon ( BNYM or Trustee ) ( Trustee Claims ) via a Scheme of Arrangement ( Scheme ). 2. The purpose of this report is to provide creditors with sufficient information to make an informed decision when voting on the Scheme, including an assessment of the estimated returns and risks associated with the proposed Scheme compared to the available alternatives such as enforcement / liquidation. 3. Set out below is a summary of the outstanding balance ( Outstanding Balance ) due to holders of the Notes ( Noteholders ) and the Trustee as at 30 June 2017 (together Scheme Creditors ): 4. Following the default of the Notes in March 2013, a coordinating committee of Noteholders ( Coordinating Committee ) together with BLDI and its parent company PT Bakrieland Development Tbk. ( BLD or the Parent ) reached an in principle agreement on the commercial terms of the restructuring of the Notes pursuant to a memorandum of understanding ( MOU ) dated 31 July The Scheme, as contemplated by the MOU, proposes to extinguish the Notes and Trustee Claims in exchange for consideration ( Scheme Consideration ) as set out in Section C of this report and summarised below: 5.1. GAP Shares 8,563,472,860 of shares in majority-owned Indonesia Stock Exchange ( IDX ) listed PT Graha Andrasentra Propertindo Tbk. ( GAP ) ( GAP Shares ), which represents a 37.9% equity stake in GAP on a fully-diluted basis. The GAP Shares will be transferred to Scheme Creditors in the following tranches: A. Executive Summary Outstanding Balance as at 30 June 2017 Amount (USD) Trustee Claims 691,539 Notes outstanding principal ( Principal ), interest ( Interest ) and default 289,189,298 interest ( Default Interest ) as at 30 June 2017 Total Outstanding Balance as at 30 June ,880,837 3

113 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Tranche Recipient Number of shares % of total Comment Reimbursement GAP Shares Coordinating Committee members who incurred expenses set out in Fee Letter 190,942,857 2% USD2.4 million of GAP Shares to be sold, with share proceeds utilised for reimbursement to Coordinating Committee members who incurred expenses as set out under the Fee Letter ( Coordinating Committee Expenses ). In the event that the proceeds of the sale of the Reimbursement GAP Shares exceed expectations and it is not necessary to sell all the Reimbursement GAP Shares in order to generate sufficient proceeds to reimburse the Coordinating Committee for amounts 4

114 BLD Investments Pte. Ltd. Fairness Opinion 14 August BLD Warrants 2,518,461,951 stock warrants for shares in the Parents ( BLD Warrants ) issued to all Scheme Creditors on a pro-rata basis (subject to approval of the requisite majority of BLD shareholders and fulfilment of regulatory requirements). Tranche Recipient Number of % of Comment shares total Additional GAP Shares Coordinating Committee 507,600,000 6% To be transferred to the Coordinating Committee in payment of a fee for participating in the coordinating committee and the negotiation and Incentive GAP Shares Refer to Comment 493,931,406 6% Incentive GAP Shares will be transferred as an earlybird incentive to the first 75% of Scheme Creditors that vote in favour of the Scheme. Remaining GAP Shares All Scheme Creditors 7,370,998,597 86% Following the transfer of the Incentive, Additional and Reimbursement GAP Shares, the Remaining GAP Shares will be transferred on a pro rata basis to all Scheme Creditors. Total 8,563,472, % 5

115 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Component Valuation methodology Indicative Valuation (Base Case, High and Low scenarios) (USD million) % recovery on Outstanding Balance 1 GAP Shares Present value ( PV ) of sale proceeds of GAP Shares sold % % 2 BLD Warrants Black Scholes Valuation model for American-styled options % - 7.0% Total % % 7.2. the liquidity of the GAP Shares on the IDX is lower than expected and does not support an exit for Noteholders in the medium term; and 7.3. BLD will not obtain the requisite shareholder approval for the issuance of BLD Warrants. However, as set out above, BLD Warrants contribute a smaller portion of the recovery compared to the estimated return derived from the GAP Shares. 8. We have considered the alternatives to the Scheme available to Scheme Creditors including enforcing their rights and pursuing repayment via the following avenues: 8.1. repayment of USD112 million receivable from BLD Asia Pte. Ltd. ( BLDA ) (Scenario EI ) out of the USD155 million of capital raised from the issuance of the Notes, a remaining amount of USD112 million was eventually round-tripped to BLD for use by the Parent and its subsidiaries (together Group ). This USD112 million balance therefore represents the maximum recovery available to Scheme Creditors should an appointed liquidator of BLDA pursue this related party loan receivable; and 6. The estimated returns to Noteholders from the proposed Scheme is set out below: 7. The key risks to Scheme Creditors in respect of the Scheme include: 7.1. GAP and BLD share prices deteriorates. Therefore, the returns to Noteholders reduces; 8.2. recovery directly via BLD Guarantee (Scenario EG ) should the BLD guarantee ( BLD Guarantee ) be legally enforceable, Noteholders would then seek recovery directly via legal proceedings in Indonesia. 6

116 BLD Investments Pte. Ltd. Fairness Opinion 14 August surplus realisable assets of BLD s subsidiaries, which we assume are available as dividends to BLD (after paying each subsidiaries direct creditors). This assessment also included applying discounts to book values to estimate realisable value ( ERV ) ( Market ERV ) and enforcement ERV discounts to establish proceeds available to Scheme Creditors. 11. The key risks to Scheme Creditors in respect of enforcement of the BLD Guarantee or recovery of the BLDA loan include: BLD Guarantee may not be enforceable prior attempts by the Trustee to commence suspension of debt payment ( PKPU ) proceedings were rejected by the Central Jakarta Commercial Court ( Court ) on various legal grounds as set out in further details in Section E of this report; and the structure of the funding may be viewed as one that was for the purpose of evading Indonesian withholding tax; and by entering into a swap transaction, BLDI effectively created a bet against its own Parent s share price which is not permissible under the Bank Indonesian Rules. 9. To estimate the returns available to Noteholders through enforcement, we have assessed: 9.1. BLD s available assets; and 10. Set out below is a summary of enforcement returns to Scheme Creditors for both scenarios: Scenario Avenue of recovery Recovery range (USD million) % of Outstanding Balance 1 EI Repayment of USD112 million % % receivable from BLD. 2 EG Seek recovery directly via BLD % % Guarantee Total % % Illegality of the Notes it may be argued in Court that: the borrowing and guarantee of the Notes creates a double liability which is not legal; 7

117 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below is a comparison of the estimated returns to Scheme Creditors under the proposed Scheme and enforcement: 13. We have also considered whether alternatives are available to Scheme Creditors besides the Scheme and enforcement. However, we have not identified any viable alternatives to the Scheme or enforcement on the basis that: there are no material non-core assets that are free from third-party debt/encumbrances and/or not owned under joint venture arrangements together with a third party. Additionally, any voluntary or managed sale of the Group s core assets is likely to produce a similar result to the enforcement assessments, with Enforcement ERV discounts applied on the basis it remains a forced sale. The discounts applied in our enforcement assessment are not as substantial as they could be - our enforcement discounts range between 30% and 50% and broadly align with forced sale discount rates that are generally accepted and adopted globally. The compulsory public auction process required in Indonesian bankruptcies for the sale of assets often result in substantially greater discounts than the forced sale discount applied; and both the Group s shareholders and management have confirmed they are not able to improve their offer in any way. 14. We consider that it is in the interests of Scheme Creditors to proceed with the Scheme on the following basis: the Scheme allows Scheme Creditors to replace their indirect illiquid interests in specialised property assets to shares in the IDX-listed GAP with substantially higher prospects of allowing Scheme Creditors to achieve an exit; and the estimated return to Scheme Creditors in the low case Scheme scenario is superior to the estimated return from the high case enforcement scenario. Scenario Range of recovery to Scheme Creditors Scheme 20.5% % Enforcement 1.8% % the Group does not have sufficient cash flows that would allow it to repay or refinance the Notes; the risks associated with enforcement far outweigh the risks associated with the Scheme; 8

118 BLD Investments Pte. Ltd. Fairness Opinion 14 August BW has been engaged by BLDI as Scheme Manager and Information Agent for a proposed restructuring of the USD155 million 8.625% Guaranteed Equity Linked Notes. The proposed restructuring is to be implemented via a Scheme of Arrangement. Our engagement letter dated 29 February 2017 is attached at Appendix The purpose of this report is to provide creditors with sufficient information to make an informed decision when voting on the Scheme, including an assessment of the estimated returns and risks associated with the proposed Scheme compared to the available alternatives such as enforcement / liquidation. 17. BLDI is a wholly-owned subsidiary of the Parent and issued the Notes on 23 March 2010 which were to mature (prior to default) on 23 March 2015 following a 5-year term. The Notes are guaranteed by the Parent. As at 30 June 2017, USD289,189,298 in aggregate Principal and interests of the Notes are outstanding. 18. Following an initial default on the Notes in March 2013, Noteholders established a Coordinating Committee on 15 April 2013 to negotiate a restructuring with BLDI and the Parent. We understand from the Company, the Coordinating Committee consists of Noteholders holding an aggregate 60.1% in value of the Notes. 19. As a result of the default, BNYM also incurred Trustee remuneration fees and expenses arising from additional work pursuant to the Trust Deed dated 23 March Both the Noteholders and Trustee represent the Scheme Creditors. 20. PT Prima Bisnis Utama ( PBU ), GAP, BLDI, the Parent and the Coordinating Committee reached an in principle agreement for the restructuring of the Notes pursuant to a MOU dated 31 July 2016 as amended on 23 December The restructuring currently proposed involves Scheme Creditors agreeing to the Notes and Trustee Claims being extinguished in exchange for receiving the following Scheme Consideration: GAP Shares % equity stake (prior to reimbursement of the Coordinating Committee expenses as set out in paragraph 35) in BLD s majority-owned IDX-listed subsidiary, GAP; and B. Introduction BLD Warrants - warrants to subscribe for ordinary shares in the capital of the Parent 9

119 BLD Investments Pte. Ltd. Fairness Opinion 14 August The purpose of this report is to set out our opinion in respect of the fairness of the proposed commercial terms of the Scheme ( Fairness Opinion ) as described in the MOU and the Scheme. The Fairness Opinion should be read in conjunction with the Scheme document ( Scheme Document ) and Exchange Offer Memorandum ( EOM ) to which this report is appended key events leading to the default of the company s obligation under the Notes and the proposed Scheme; and analysis of the Scheme, including the estimated returns to Scheme Creditors from the issuance of both the GAP Shares and BLD Warrants; comparison of the estimated returns to Scheme Creditors from the proposed Scheme and enforcement; and unless otherwise specified, any defined terms in this Fairness Opinion have the same meaning as in the Scheme Document and EOM. 23. This review is based on the audited financial position of the Group as of 31 December We have also undertaken a high level review of the Group s draft management accounts for first quarter 2017 and confirm that the differences are largely confined to asset reclassifications and would not lead to materially different results to those set out in our analysis in this report. 22. The Fairness Opinion will address the following matters: background of the Group, including: a description of the Group and its primary business activities; key commercial terms of the proposed Scheme analysis of an enforcement of the amounts due to Scheme Creditors, including: pursuing BLDI s loan receivable from BLDA ( BLDA Loan Recovery ); and enforcement of BLD s Guarantee on the Notes ( BLD Guarantee Recovery ). 10

120 BLD Investments Pte. Ltd. Fairness Opinion 14 August Except where appropriate, figures in this report have been presented on a rounded-off whole number basis. Nevertheless, all calculations in our analysis are based on exact balances (rather than rounded-off figures) to ensure accuracy. 11

121 BLD Investments Pte. Ltd. Fairness Opinion 14 August The Group engages in the development and management of property and property-related infrastructure in prime locations in Indonesia. The primary focus of the Group is residential development for the middle to upper class market segments in various strategic and prestigious locations. The Group is also a pioneer in the development of the largest mixed use superblock project in the central business district of Jakarta, Indonesia called Rasuna Epicentrum. The Parent was listed on the IDX in January GAP, which is 89.8% owned (through indirect interests) by BLD, is a theme-park developer and operator and was listed on the IDX in June BLDI was incorporated in Singapore on 12 January 2010 as a wholly-owned subsidiary of BLD as an investment capital raising special purpose vehicle to finance the costs of entering into an equity swap transaction with Credit Suisse International to hedge certain risks arising from the potential conversion of the Notes into the shares of the Parent; and to invest in debt securities or provide loans to affiliates which were in turn applied to working capital requirements of the various affiliates within the Group. 28. Set out below is a simplified organisation chart setting out BLD and its key subsidiaries ( Key Subsidiaries ) relevant to the proposed Scheme: C. Background Background 27. On 23 March 2010, BLDI issued the Notes for the following purposes: 12

122 BLD Investments Pte. Ltd. Fairness Opinion 14 August Attached at Appendix 2 is a more detailed Group structure chart setting out BLD and its 18 subsidiaries. 13

123 BLD Investments Pte. Ltd. Fairness Opinion 14 August Notes. No material assets with the exception of USD112 million loan receivable owed from listed on IDX on 29 June Total net assets of USD170 million as at 31 December Set out below is a brief description of each of the Key Subsidiaries : Subsidiary BLD Effective Description Ownership (%) BLDI 100% Capital raising special purpose vehicle established by BLD to raise capital for the Group via the BLDA. BLDA 100% No material assets with the exception of USD112 million loan receivables owed from BLD. SGN 99.9% Investment holding company which owns 49.7% of the shares in GAP. No other assets. PBU 99.9% Investment holding company which owns 37.9% of the shares in GAP. No other assets. GAP 89.8% Primarily involved in the development and operation of recreational parks and hotels. Publicly JLA 88.9% Direct subsidiary of GAP. Key asset is the Jungleland Adventure Theme Park. 14

124 BLD Investments Pte. Ltd. Fairness Opinion 14 August will be the Principal amount of the Notes converted at IDR9,137.6 = USD1.00, divided at the conversion price of IDR per share ( Conversion Price ). Set out below are the key terms of the Notes: Key Terms Details Comment Principal 155,000,000 Full Principal due and payable following acceleration notice issued on 28 August Tenor 5 years Issued on 23 March 2010 and repayable on 23 March Coupon or Interest 8.625% Paid on a quarterly basis. Default Interest 8.625% Default interest payable in addition to the coupon rate on any outstanding Principal and interest following Event of Default. Put option ( Put Option ) Available to Noteholders Noteholders were able to exercise Put Option, redeeming 100% of outstanding Principal and any unpaid interest on 23 March 2013 ( Put Option Date ) at their sole discretion. Conversion Right or The Swap Available to Noteholders Noteholders have the right to convert their Notes into shares of BLD at any time between 3 May 2010 and 16 March Number of shares delivered to Noteholder Guarantee BLD Guarantee BLD provided a guarantee of BLDI s payment obligations to Noteholders under the terms of the Trust Deed and the Notes. 15

125 BLD Investments Pte. Ltd. Fairness Opinion 14 August The total Outstanding Balance due to Scheme Creditors consist of both the full USD289 million outstanding of the Notes as well as USD692K of the Trustee s claims which comprises of additional fees and incidental expenses incurred by the Trustee as a result of additional work following the default of the Notes as set out below: January 2010 BLDI was incorporated in Singapore (a wholly-owned subsidiary of BLD) as an investment raising special purpose vehicle; March 2013 BLDI publicly announced that it was unable to fulfil their Put Option payment obligation and issued Noteholders a term sheet, setting out indicative debt restructuring terms; March 2013 Noteholders holding USD151 million or 97% in value of Notes exercised their Put Option; March 2013 Trustee issued a default notice to BLDI and BLD, requiring either party to rectify the default within 5 Business Days; March 2013 BLDI issued a notice to Noteholders advising that it was not in a position to make interest payments or fulfill its obligations under the Put Option; Outstanding Balance as at 30 June 2017 Amount (USD) Reference to Trust Deed Extraordinary remuneration 77,800 Clause 14.2 Expenses incurred in relation to legal and professional fees 613,739 Clause 14.3,14.4 Notes outstanding Principal 155,000,000 Outstanding Interest and Default Interest as at 30 June ,189,298 Total Outstanding Balance as at 30 June ,880,837 *Interest and Default Interest continues to accrue pursuant to the Trust Deed Key Events Leading to Scheme 33. Set out below is a chronology of the key events and circumstances leading to the proposed Scheme: March 2010 BLDI issued the Notes which are guaranteed by the Parent; 16

126 BLD Investments Pte. Ltd. Fairness Opinion 14 August April 2013 Trustee advised Noteholders of the Event of Default (following BLDI s failure to rectify); April 2013 Coordinating Committee was established comprising four substantial Noteholders who at that time held approximately 48.6 % in value of the Notes; August 2013 Trustee issued a notice to BLDI requesting payment in full of the outstanding Notes, Interest and Default Interest totalling USD160 million. Restructuring negotiations with the Coordinating Committee stalled; September 2013 Trustee filed a PKPU petition in the Court in respect of BLD, on the instructions of Noteholders representing more than 25% of the Notes in value; September 2013 The PKPU petition was rejected by the Court on the basis that the Trust Deed was governed by English Law and the Court therefore had no jurisdiction to proceed further with the proceedings; July 2016 A MOU setting out the proposed terms of a restructuring of the Notes, was executed between BLD, BLDI, GAP, PBU and the Coordinating Committee; and December 2016 An extension to the MOU was executed to allow the parties to continue negotiating the implementation of the proposed Scheme April 2013 BLDI makes payment of USD2.2 million in interest and default interest; June 2013 BLDI defaulted on its coupon payment due on 23 June 2013; 17

127 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 issued and outstanding share capital of GAP on a fully diluted basis. to subscribe to 10 ordinary shares in the capital of BLD with an exercise price of IDR100 per share. This represents 25,184,619,510 BLD shares ( BLD Shares ) or a 36.7% share of the issued and outstanding share capital of BLD on a fully diluted basis. Consideration Details 1) GAP Shares Total of 8,563,472,860 GAP Shares which represents a 37.9% of the 2) BLD Warrants 1 2,518,461,951 BLD Warrants, which entitle each BLD Warrant holder 1 BLD Warrants are subject to approval of the requisite majority of BLD shareholders and fulfillment of regulatory requirements Key Terms of Proposed Scheme 34. In exchange for the Outstanding Balance being extinguished, Scheme Creditors will receive: 18

128 BLD Investments Pte. Ltd. Fairness Opinion 14 August Reimbursement GAP Shares exceed expectations and it is not necessary to sell all the GAP Shares in order to generate sufficient proceeds to reimburse the Coordinating Committee for amounts outstanding under the Fee Letter, the residual shares will convert to Remaining GAP Shares available to all Scheme Creditors on a pro rata basis. The number of Reimbursement GAP Shares was calculated by taking the USD2.0 million Coordinating Committee Expenses, multiplied by the USD/IDR exchange rate of 13,366 as at 8 March 2017 (Fee Letter date) and divided by IDR140/share (GAP s IPO Price). The original agreed expense reimbursement cap was USD2.0 million, however this has been subsequently revised to USD2.4 million and no additional shares are being The GAP Shares will be transferred to Scheme Creditors in the following tranches: Tranche Number of shares % of total Comment Reimbursement GAP Shares 190,942,857 2% USD2.4 million of GAP Shares to be sold, for reimbursement to Coordinating Committee for Coordinating Committee Expenses. In the event that the proceeds of the sale of the provided to fund this cost. 19

129 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Tranche Number of shares % of total Comment Additional GAP Shares 507,600,000 6% To be transferred to the Coordinating Committee in payment of Coordinating Committee Fee. The number of Additional GAP Shares was calculated by taking the was negotiated at a similar time to the GAP IPO. Incentive GAP Shares 493,931,406 6% Incentive GAP Shares will be transferred as an earlybird incentive to the first 75% of Scheme Creditors that vote in favour of the Scheme. Remaining GAP Shares 7,370,998,597 86% Following the transfer of the Incentive, Additional and Reimbursement GAP Shares, the Remaining GAP Shares will be transferred on a pro rata basis to all Scheme Creditors. Total 8,563,472, % 20

130 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below is a breakdown of the USD5.4 million in Coordinating Committee Fees paid to the Coordinating Committee for costs incurred negotiating the Restructuring via the transfer of the Additional GAP Shares: Item According to MOU, USD100,000 per month Amount Comment (USD) Monthly Coordinating Committee Fee 100,000 payable from May 2013 to Scheme completion Number of Months 54 Assume Scheme completion during November 2017 Total Coordinating Committee Fee 5,400,000 21

131 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below is a breakdown of the Coordinating Committee Expenses, which are being reimbursed from the sale proceeds of Reimbursement GAP Shares: Item Deposit of scripless shares into securities account of the Converted at USD/SGD exchange rate of as at 31 Converted at USD/SGD exchange rate of as at 31 Amount Amount Comment (Original Currency) (USD) GAP Shares conversion and depository fees IDR11,300, custodian. Converted at USD/IDR exchange rate of 13,466 as at 31 December 2016 GAP Shares custodian fees USD31,543 31,543 Madison Pacific Trust Limited engaged as custodian Borrelli Walsh retainer fee SGD60,000 41,488 December 2016 BlackOak legal fees and expenses SGD80,000 55,317 December 2016 Reimbursement of costs - Highbridge USD1,075,000 1,075,000 Reimbursement of costs - Cowell & Lee USD648, ,000 Total reimbursement of costs and expenses 1,852,187 Costs paid out to date 38. Full details of proposed Scheme terms are set out in EOM and section 7 of the Scheme Document. 22

132 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 analysis on the valuation of the underlying BLD Shares is also conducted to assess the reasonability of the Component Valuation methodology 1 GAP Shares PV of sale proceeds of GAP Shares sold over the applicable sell down period for each of the enforcement scenarios below. 2 BLD Warrants Black Scholes Valuation model for American-styled options (i.e. may be exercised anytime until maturity). An valuation via the Black Scholes Valuation model. 40. Our Scheme analysis assumes full (100%) Scheme Creditor participation in the Scheme. This is the most practical and conservative approach to valuing the estimated returns to Scheme Creditors on the basis that: it is impossible to estimate the hypothetical level of Scheme Creditor participation in the Scheme; and full Scheme Creditor participation necessarily results in a complete assessment of return to all Scheme Creditors. In practice, after the 12 month cut off period ( Bar Date ), the GAP Shares that were meant to be transferred to Scheme non-participants will be transferred amongst the Scheme participants on a pro rata basis. Therefore, assuming 100% Scheme Creditor participation is a conservative approach for the Scheme when comparing it to enforcement. D. Scheme Analysis 39. The valuation methodology adopted in respect of our Scheme analysis is as follows: 23

133 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 GAP Shares historical price and trading volumes 41. Set out below is a summary of the GAP Shares to be transferred under the proposed Scheme: GAP- Summary of Share Capital Number of Shares Number of GAP Shares to be transferred to Scheme Creditors 8,563,472,860 Total number of issued shares of GAP 22,581,909,405 % stake in GAP transferred to Scheme Creditors 37.9% 42. Set out below is a summary of historical trading price of the GAP Shares since listing: Average volume-weighted trading price of GAP IDR/share Trading price on day of IPO (29 June 2016) 170 Current Trading Price (17 July 2017) 200 3M volume-weighted average price 268 6M volume-weighted average price Set out below is a summary of the average historical trading volumes of the GAP Shares: Average traded volumes of GAP Shares (no.) per day 3M average daily traded volume 9,830,207 6M average daily traded volume 14,403,287 Average daily traded volume since IPO (29 June 2016) 18,935,124 24

134 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below are the key base case ( Base Case ) assumptions utilised to derive the PV of proceeds from the sale of the GAP Shares: GAP Shares Base Case assumptions Base Case - Key assumptions Parameters Assumption Comment Share price IDR/share 200 Based on current trading prices as at 17 July Realisable trading volumes % of total GAP trading volume utilised by Scheme Creditors 20% Maximum proportion of total trading volumes Scheme Creditors should expect to realise without negatively affecting share price. With a substantial increase in public float post-scheme, it is expected that trading Discount rate GAP s overall cost of capital 15% GAP s weighted average cost of capital ( WACC ) is 15.4%. This comprises GAP s cost of debt and equity which also takes into account 25

135 BLD Investments Pte. Ltd. Fairness Opinion 14 August Incentive GAP Shares: shares received by Scheme Creditors who represent the first 75% of Scheme Creditors in value that vote in favour of the Scheme. This is calculated by dividing 5% of the aggregate Principal amount of the Notes and Trustee Claims held by these early voters by the initial listing price of the GAP Shares, which equates to approximately 5.8% of the 8.6 billion GAP Shares (assuming 100% scheme participation); and Remaining GAP Shares: received by all Scheme Creditors pro rata based on the proportion of the aggregate of the Principal amount of the Notes and Trustee Claims to which they were entitled at the Record Time Remaining Scheme Creditor Group all other Scheme Creditors receive a pro rata transfer of the Remaining GAP Shares only Base Case - Key assumptions Parameters Assumption Comment Annual growth rate of share price % increase per annum 5.5% With liquidity improvement and expected higher demand for GAP Shares due to the positive news of the restructuring being finalised, we expect the used 5.5% month and 6-month volume weighted-prices are significantly higher at IDR268 and IDR338 respectively. Whilst IDR 200 is the current trading price of the GAP Shares, it represents a conservative Base Case assumption given the historical 46. Attached at Appendix 3 is a detailed list of all assumptions utilised in the valuation of the GAP Shares. 47. Estimated returns to Scheme Creditors vary for different Scheme Creditor groups as set out below: Earlybird Scheme Creditor Group receive the following: 26

136 BLD Investments Pte. Ltd. Fairness Opinion 14 August Pursuant to the MOU, the number of BLD Warrants to be issued as part of the Scheme Consideration is based on the remaining Notes outstanding Principal and Interest as at 8 March 2017 and Trustee Claims after deducting the GAP Shares (valued at IPO Price) as set out below: 48. Set out below is a summary of the Base Case returns from GAP Shares in a Scheme: GAP share price (IDR/share) 200 Scheme Creditor Returns (Shares) Outstanding Balance USD % Recovery Earlybird Scheme Creditor Group 195,474,990 55,079, % Remaining Scheme Creditor Group 94,405,847 24,124, % Total 289,880,837 79,204, % BLD Warrants Calculation of number of BLD Warrants to be issued Amount Trustee Claims 691,539 Notes outstanding Principal and Interest as at 8 March ,428,179 Total Outstanding Amount (USD) 278,119,718 USD/IDR Exchange rate on 8 March ,366 Rupiah Outstanding Amount (IDR) [A] 3,717,348,151,806 Less GAP Shares Portion Number of GAP Shares Received 8,563,472,860 IPO Price (IDR) 140 Total GAP Shares Portion (IDR) [B] 1,198,886,200,400 Total Warrants Portion (IDR) [A-B=C] 2,518,461,951,406 Warrant Exchange Rate (IDR / warrant) [D] 1,000 Number of BLD Warrants entitled to Scheme Creditors [C D] 2,518,461,951 27

137 BLD Investments Pte. Ltd. Fairness Opinion 14 August The exercise of all BLD Warrants would therefore result in 25 billion new BLD Shares issued, or 36.7% shareholding of the issued and outstanding share capital of BLD on a fully diluted basis. 52. The issuance of BLD Warrants is subject to approval by the requisite majority of BLD s shareholders and the applicable Indonesian regulatory authorities. There is a possibility that these prerequisites and/or conditions are not satisfied and therefore a significant risk that the BLD Warrants are not issued. 53. Since the default of the Notes in March 2013, trading activity in respect of the underlying BLD Shares has slowed to a daily average trading volume of approximately 17 million in the last twelve months. This is more than 10 times lower compared to the 200 million in the twelve months prior to default. Similarly, BLD s share price has also been reduced to the IDX-imposed price floor of IDR50 per share since. Our analysis of the BLD s historical share price and trading volume performance below therefore takes a more useful reference to periods prior to March Set out below are the key features of the BLD Warrants: Feature Comment Exercise price Each BLD Warrant entitles Scheme Creditors to subscribe for 10 ordinary shares in the capital of BLD at an exercise price of IDR100 per share. Exercise period Warrants are exercisable at any time during the 4 years from the date of issuance. BLD Warrants underlying BLD share price and trading volumes 54. Set out below is a summary of historical trading price of BLD Shares prior to March 2013: Average volume-weighted trading price of BLD IDR/share Current Trading Price (17 July 2017) 50 3M volume-weighted average price 57 6M volume-weighted average price 58 28

138 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below are the key Base Case assumptions utilised to the Black Scholes Valuation model to derive the call option value of the BLD Warrants: 55. Set out below is a summary of the average historical trading volumes of BLD Shares prior to March 2013: Average traded volumes of BLD Shares (no.) per day 3M average daily traded volume 222,839,925 6M average daily traded volume 230,245,508 12M average daily traded volume 200,668,888 BLD Warrants Base Case assumptions Base Case Assumptions Applied to Black Scholes Valuation model Assumption Comments Current Stock Price (IDR per share) 50 Strike Price (IDR per share) 100 Time left on Option (years) 4 Standard Deviation of Share Price (%) 46.2% 3-year prior period prior to the default of the Notes in March Annualized Dividend Yield (%) 0.00% On the basis that no dividends were paid out by BLD historically. Risk-free Rate (rf) 3.01% Based on USD 30-year bond yields as at 31 March Liquidity Discount 25% 25% liquidity discount. 29

139 BLD Investments Pte. Ltd. Fairness Opinion 14 August The current share price of BLD is IDR50 per share, which is 50% of the Exercise Price of IDR100 per share the BLD Warrants are therefore significantly out of the money and represent only 2.9% of the total estimated returns to Scheme Creditors in a Scheme. 58. Set out below is a summary of Base Case returns from the issuance of BLD Warrants (using the above Black Scholes Valuation model and assumptions set out above): 59. The returns analysis above in respect of the BLD Warrants assumes that there is reasonable demand for the warrants, allowing Scheme Creditors to realise their call options value. However, it may be the case (particularly in Indonesia) where the derivatives trading market has insufficient liquidity for Scheme Creditors to obtain any material recovery from BLD Warrants. 60. To assess the reasonability of the above Black Scholes Valuation approach, we have alternatively evaluated the possible returns to Scheme Creditors should they: BLD share price (IDR/share) 50 Scheme Creditor Returns Outstanding Balance USD % Earlybird Scheme Creditor Group 195,474,990 5,677, % Remaining Scheme Creditor Group 94,405,847 2,733, % Total 289,880,837 8,411, % BLD Warrants Exercised Value exercise the BLD Warrants; and sell the newly issued 2.5 billion BLD Shares. 30

140 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Discount Rate 15% Refer to paragraph 82 for the basis of the discount rate 61. Based on our experience, it is reasonable to expect that Noteholders could sell BLD Shares at a rate equal to 10-20% of historical daily trading volumes without negatively affecting price. We have adopted 20% as the assumption on the basis of increased Key assumptions applied in this analysis are set out below: Assumption Comment BLD Warrants Issue Date 31 December 2017 BLD Warrants Exercise Date 31 December years from issue date BLD Shares - 12M Average Daily Volume 200,668, months prior to default of the Notes BLD Shares - available liquidity and demand following the positive news of the % of daily share volume 20% restructuring. BLD Shares sale/month 4,013,377,769 Time taken for share sale (Months) 6.3 Assuming monthly share sale 31

141 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below are the returns Scheme Creditors can expect upon exercising the Warrants at various BLD share prices above IDR100: 63. Based on the above, it is appropriate to assume that Scheme Creditors will look to exercise the BLD Warrants as soon as it is in the money" (i.e. IDR125), given the sustained low price of BLD the past few years (IDR 50). On that basis, Scheme Creditors are therefore expected to obtain an additional approximate return of 3%. This is similar to the return as derived via the Black Scholes Valuation model GAP Shares adopts the current trading prices of GAP Shares at IDR200 and assumes Scheme Creditors are only able to utilise 20% of GAP s historical daily trading volumes without negatively impacting its share price; Share Price (IDR) Premium to Strike Price (IDR) Monthly Net Profit (USD) PV of Proceeds (USD) Return to Scheme Creditors % ,490,189 8,940,238 3% ,960,757 35,760,951 12% ,921,514 71,521,902 25% Scheme scenarios 64. The following three scenarios are contemplated in our assessment of the Scheme: Base case (Scenario S1 ): BLD Warrants assumes the current trading price of IDR Low case (Scenario S2 ): GAP Shares assumes a share price of IDR150, which is a conservative low case assumption as it is 25% discount to current trading price and a 44% and 56% discount to the 3-month and 6-month volume-weighted average prices. While GAP Shares did trade at around IDR150 between July and November 2016 (immediately following listing), it has not traded this low subsequently. Additionally, we have assumed that Scheme Creditors are only able to sell the GAP Shares 32

142 BLD Investments Pte. Ltd. Fairness Opinion 14 August BLD Warrants assumes that shareholder approval is not obtained in respect of the issuance of the BLD Warrants GAP Shares assumes a GAP share price of IDR268 which is based on the historical 3-month weighted average price and that Scheme Creditors are able to sell all GAP Shares within 1 year. This shortened sale period assumption is on the basis of market demand being stimulated from the positive news of the restructuring, increased liquidity as the public float of GAP Shares significantly increases from 10% to 47%, and that large Scheme Creditors successfully achieve en bloc sales to strategic / institutional investors. We consider this high case scenario to be conservative as the GAP share price assumption of IDR268 is the 3-month average which could have reasonably been adopted as the Base Case; and BLD Warrants assumes a 50% positive variance to the current trading price of BLD Shares. at a level equal to 20% of historical daily trading volumes; and High case (Scenario S3 ): Scheme assumptions 65. Set out below is a summary of the key assumptions adopted for our scenario analysis: Scheme scenario analysis key assumptions S1 (Base Case) S2 (Low) S3 (High) Price of GAP Shares (IDR/share) % of total GAP trading volume utilised by Scheme Creditors (based on 6M historical average traded volumes) 20% 20% N/A en bloc sales achieved by Scheme Creditors Implied period to sell all GAP Shares (years) 8.7 years 8.7 years 1 year Price of BLD Shares (IDR/share) 50 N.A 75 33

143 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below is a summary of the estimated returns to Scheme Creditors for each scenario under the Scheme: Scheme - Estimated returns to Scheme % % Return USD Return S1 S2 S3 Creditors (Base Case) (Low) (High) Outstanding Balance USD % Return USD Earlybird Scheme Creditor 195,474,990 55,079, % 41,309, % 99,858, % Group Returns Remaining Scheme Creditor from GAP 94,405,847 24,124, % 18,093, % 43,738, % Group Shares Sub-total GAP Shares 289,880,837 79,204, % 59,403, % 143,597, % Earlybird Scheme Creditor 195,474,990 5,677, % - 0.0% 13,617, % Group Returns Remaining Scheme Creditor from BLD 94,405,847 2,733, % - 0.0% 6,556, % Group Warrants Sub-total BLD Warrants 289,880,837 8,411, % - 0.0% 20,174, % Earlybird Scheme Creditor 195,474,990 60,757, % 41,309, % 113,476, % Group Total Remaining Scheme Creditor Scheme 94,405,847 26,858, % 18,093, % 50,294, % Group Return Total Scheme Creditor 289,880,837 87,615, % 59,403, % 163,771, % Returns 34

144 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below are the further estimated returns to the Coordinating Committee from the Additional GAP Shares: Number of additional GAP Shares 507,600, ,600, ,600,000 Estimated value (USD) 7,538,987 5,654,240 10,102, The returns calculated above are based on GAP Shares being transferred to Scheme Creditors on their respective pro rata share of the aggregate Principal of the Note and Trustee Claims. 69. While the Coordinating Committee Fee is USD5.4 million, it is based on a conversion price for the Additional GAP Shares of IDR140 (IPO Price). The estimated return for the Coordinating Committee Fee assumes GAP share prices in the Base Case (IDR200), Low (IDR150) and High (IDR268) scenarios are 43%, 7% and 91% higher than the IPO Price - this results in a corresponding increase to estimated returns for the Base Case of USD7.5 million, Low Case of USD5.7 million and High Case of USD10.1 million. S1 S2 S3 Estimated value of Additional GAP Shares (Base Case) (Low) (High) GAP share price (IDR/share)

145 BLD Investments Pte. Ltd. Fairness Opinion 14 August Our enforcement analysis considers the estimated returns available to Scheme Creditors in the event they enforce their rights in respect of the Outstanding Balance and pursue repayment from BLDI (the Issuer ) and/or BLD (the Parent) as Guarantor. BLDI Balance Sheet 31 December 2016 *Outstanding Balance on the Notes and Trustee expenses in BLDI s 31 December 2016 management accounts are USD231,547,732 and USD685,569 respectively, however we have adjusted these above to reflect the Interest and Default Interest until 30 June 2017 USD Cash 2,962 Prepaid Taxes, Advances and Prepaid Expenses 100,000 Related Party Loan BLDA 112,077,760 Total assets 112,180,722 Notes Outstanding Balance at 30 June 2017* 289,189,298 Trustee (BNYM) expenses* 691,539 Related party payable BLD 643,861 Other liabilities 13,821 Total liabilities 290,538,519 Net Assets (178,357,797) 72. Attached at Appendix 5 are detailed balance sheets of BLDI, BLD and other Group entities as at 30 June 2016 and 31 December E. Enforcement Analysis 71. Set out below is a summary of BLDI s balance sheet as at 31 December 2016: 36

146 BLD Investments Pte. Ltd. Fairness Opinion 14 August The issuance structure of the Notes has been successfully challenged in the Indonesian courts on a number of occasions, and offering circulars for international bond issuances frequently contain extensive disclaimers regarding the enforceability of the structure Double counting of liability for BLD by both borrowing the funds from BLDA, and guaranteeing the Notes, this creates potentially double liability for BLD, which is not commensurate with the corporate benefit received; Illegitimate purpose of funding the second argument is that the structure itself was created for an illegitimate purpose, namely that the two Singapore entities involved, BLDA and BLDI, were only included in the structure to avoid Indonesian withholding tax. As there is no justifiable commercial reason for these entities other than the withholding tax benefit received under the Indonesia-Singapore treaty, this could amount to illegal tax evasion, which is sufficient to taint the legality of the Notes itself. The Indonesian Supreme Court has ruled on this question twice with different results in similar cases. With respect to the Notes, there is a further potential illegality argument, in that by entering into the swap transaction through BLDI, BLD entered into an illegal hedge that is essentially a bet by BLDI on its Parent s share price and therefore not permitted under Bank Indonesia rules Unenforceability of the BLD Guarantee as set out in paragraph 33.13, the Trustee s previous petition to commence suspension of debt payment (PKPU) proceedings against BLD in respect of its outstanding obligation under the BLD Guarantee was rejected by the Indonesian Court. While the Court did not rule directly on the matters above, it rejected the Trustee's PKPU application on the basis it was not capable of simple proof the Trust Deed and the BLD Guarantee are governed by English Law and therefore the Court has no jurisdiction. 75. Accordingly, we consider there is a real risk that attempts to enforce the BLD Guarantee and the BLDA Loan in Indonesia, or prove these amounts in an Indonesian insolvency proceedings, may be affected by these arguments. Enforcement risks 74. The enforcement over the Notes faces the risk of being argued against in Court on the following grounds: 37

147 BLD Investments Pte. Ltd. Fairness Opinion 14 August Given that BLDI has no material third party assets available to meet its financial obligations to Scheme Creditors, recovery from an enforcement can only be from the: BLDA Loan ( Scenario EI ): Out of the USD155 million of capital raised from the BLDI Notes, USD43 million was applied towards the purchase of a hedging equity swap facility with the remaining USD112 million issued via a loan to its subsidiary BLDA and ultimately round-tripped to BLD for use throughout the Group. The USD112 million balance of the BLDA loan to BLD represents the maximum recovery available to Scheme Creditors through BLDI s related party loan receivable; and BLD Guarantee (Scenario EG ): With Noteholders enforcing the BLD Guarantee, Noteholders can seek recovery of the Notes from BLD directly via legal proceedings in Indonesia. Unlike EI, realisations from a BLD Guarantee would only be made available to Noteholders. 77. In our assessment of both EI and EG scenarios, we have excluded any potential recoveries made by a BLD bankruptcy curator through unwinding any uncommercial transactions which may be identified during their investigations Base case (Scenario EI1 or EG1 ): adopts the recovery assumptions as set out in paragraph 91 to 118 and Appendix 6, 7 and 8; Enforcement scenarios 78. For each of EI and EG, we have undertaken an enforcement assessment for the following scenarios: Low case (Scenario EI2 or EG2 ): 10% reduction in all Base Case recovery assumptions; and High case (Scenario EI3 or EG3 ): 10% increase in all Base Case recovery assumptions. 38

148 BLD Investments Pte. Ltd. Fairness Opinion 14 August appointing a liquidator to BLDI ( BLDI Liquidator ) who in turn appoints a liquidator over its subsidiary BLDA ( BLDA Liquidator ); if not paid, BLDA Liquidator to initiate Indonesian bankruptcy proceedings against BLD and seek appointment of BLD curator ( BLD Curator ); and await completion of BLD bankruptcy proceedings and payment of dividend from BLD Curator to BLDA and in turn, from BLDA 79. Set out below is a summary of the intercompany loan balances and BLD Guarantee in respect of the Notes: 80. The enforcement steps involved in Scenario EI (recovery from BLDA Loan) would include: BLDA Liquidator making a claim of USD112 million for its loan receivable due from BLD; 39

149 BLD Investments Pte. Ltd. Fairness Opinion 14 August Assuming the BLD Guarantee is legally enforceable in Indonesia, the steps involved in Scenario EG (BLD Guarantee recovery) would include: Noteholders make a claim against BLD for the full Outstanding Balance of the Notes of USD289 million as at 30 June 2017; await completion of BLD bankruptcy proceedings and payment of dividend from BLD Curator to Noteholders pursuant to BLD Guarantee claim. Liquidator to BLDI Liquidator and then ultimately to Scheme Creditors if not paid, seek appointment of BLD Curator in an Indonesia bankruptcy; and 40

150 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Enforcement assumptions 82. Set out below is a summary of the key assumptions in our enforcement analysis: Assumption proceedings (e.g. prepaid expenses and deferred tax assets). While these asset types are on some occasions realisable in insolvency proceedings, these prospects are more remote in challenging recovery Details Realisable assets versus illiquid assets Realisable assets: asset classes that typically can be realised or converted into cash in an insolvency proceeding (e.g. fixed assets, land for development, investment properties, cash, restricted funds, short term investments). Illiquid assets: asset classes that typically cannot be realised or converted into cash in an insolvency ERV and Market ERV jurisdictions such as Indonesia and when they are held indirectly via subsidiaries. Market ERV refers to the estimated net sales proceeds available from an arms-length transaction between a willing buyer and seller. Accounting book value does not necessarily represent the value at which an asset may be sold it may be higher or lower depending on various market and asset factors. In the Group s case, generally Market ERV is lower as a result of the following: 1. realisation costs we have assumed 5% realisation costs for all property related assets to account for sale agent s commission, legal and other sale advisor costs, stamp duty and sales tax (where applicable); 2. unique assets Market ERV for certain unique assets (discussed further below) may be reduced due to the limited buyer pool, their bespoke nature or the need to incur demolition costs to return them to a condition where they are capable of alternative uses prior to sale; and 3. partially complete construction projects Market ERV may be reduced on the basis that buyers will apply a discount for the risks associated with taking over an incomplete project such as building certification issues, defects and warranties. Attached at Appendix 6 is a schedule setting out the Market ERV assumptions for each asset class. Enforcement ERV 1. erosion of value and dissipation of assets during a protracted enforcement process; 2. potential buyers of assets take advantage of the distressed circumstances and only make offers Enforcement ERV represents an additional discount which may apply as a result of a sale occurring in an enforcement, where the following limitations exist: at significant discounts; and 41

151 BLD Investments Pte. Ltd. Fairness Opinion 14 August enforcement in the Indonesian legal system is subject to considerable uncertainty and delays. During this protracted process, liabilities of all the subsidiaries would still continue to accrue interests while waiting for the assets to be realized, which further dilutes the returns available. valuable as a part of a going concern business. For example, a partially complete property would have a significant enforcement discount whereas cash would have zero enforcement discounts. enforcement discounts range between 30% and 50% and broadly align with forced sale discount rates that are generally accepted and adopted globally. The compulsory public auction process required in Indonesian bankruptcies for the sale of assets often result in substantially greater discounts than the into account various macroeconomic factors such as inflation and country risk premium. Since BLD s WACC is similar to that of GAP (which is detailed above), we have applied a 15% WACC to both for fixed assets at acquisition costs less accumulated depreciation and impairment loss. assets, we have assumed that the book value less realisation costs represents the Market ERV. research in respect of the geographic regions and property types that the Group is exposed to. However, in the absence of any compelling evidence to indicate that an alternative Market ERV is appropriate, we have A greater enforcement discount is typically applied to those assets that are more difficult to realise or more The discounts applied in our enforcement assessment are not as substantial as they could be - our forced sale discount applied. Attached at Appendix 6 is a schedule setting out the Enforcement ERV assumptions for each asset class. Surplus assets available to BLD Apart from the direct net realisable assets of BLD, surplus realisable assets from each of the 18 subsidiaries (after satisfaction of their direct creditors) are assumed to also be available to BLD. Liquidation costs BLDI and BLDA Liquidator costs USD500,000 each (USD1,000,000 total) scenarios EI only. BLD Indonesian curator costs USD2,000,000. Legal costs USD500,000. The above are estimates only and could be considerably higher. Timing of recoveries The BLD bankruptcy process is estimated to take 3 years to complete. Discount factor The calculated WACC of BLD is 12.3%. This comprises of BLD s cost of debt and equity which also takes consistency sake. Accounting Policy BLD s accounting policy in respect of its fixed assets, as disclosed in its Annual Report, is to record its Taking into account this policy, where information is limited for particular land, machinery or equipment Where available, we have reviewed underlying third party property valuations and considered industry adopted the asset values from BLD s audited accounts. 42

152 BLD Investments Pte. Ltd. Fairness Opinion 14 August Whilst BLD has consolidated total assets of approximately USD1.0 billion, only 85% (USD888 million) are realisable assets. The remaining USD156 million are considered illiquid in an Indonesian bankruptcy of BLD as set out below: Prepayments and advances (USD116 million) these prepayments and advances largely relate to advances for project expenses and purchases by Bakrie Swasakti Utama ( BSU ) (USD39.2 million), GAP (USD8.8 million) and PT Krakatau Lampung Tourism Development ( KLTD ) (USD66.5 million): 83. Set out below is a summary of BLD s consolidated balance sheet: BLD Consolidated Balance Sheet 31 December 2016 Book Value (USD) Cash and restricted cash 12,550,233 Properties, development land and fixed assets 507,088,205 Short-term investments 21,549,872 Third party receivables 163,079,518 Assets held for sale 56,075,392 Goodwill 127,940,642 Subtotal - Realisable assets 888,283,862 Prepayments and advances 116,006,573 Related party receivables 21,287,688 Other illiquid assets (JV assets, tax assets, other assets) 18,811,289 Subtotal Illiquid assets 156,105,550 Total assets 1,044,389,412 Total liabilities 569,205,521 Net assets 475,183,891 43

153 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Subsidiary Balance (USDm) Description Comment 21.1 Advances for the Tendean Residence project While money has been advanced by BSU for Advances for purchases by PT Graha Multi Isani ( GMI ) for the acquisition of 7 lots of land with an purchase of certain properties and land acquisition, it is unlikely this would be recoverable. Even in BSU area of 29,355 square metre that located in Lebak the event it is recoverable, BSU has insufficient Siliwangi village, Coblong Sub-district, Bandung assets to pay its creditors and therefore have no City, West Java Province and advances for purchases dividends would be available to BLD from BSU. by PT Mutiara Masyhur Sejahtera ( MMS ) for land 18.1 acquisition located in Sidoarjo, East Java Advances for land acquisition of PT Graha Andrasentra Porpertindo Tbk. for the purchase of Kebun Menteng land with an area of 5,000,000 GAP has been facing protracted issues in respect of obtaining the land rights certificate for Kebun Menteng. In that regard, we do not expect any GAP square metre from PT Bukit Jonggol Asri ( BJA ) foreseeable recovery in respect of this advance balance. Please refer to Appendix 8 for further 8.8 details on the Kebun Menteng land transaction. A partial advance to acquire land in size of 2,525,065 Land certification process is still outstanding and KLTD square metre that is located in Kalianda Sub-district, South Lampung. The Parent has appointed KLTD to develop and manage Kalianda land. uncertain and therefore conservatively assumed as not recoverable in enforcement. Similar to BSU, KLTD has insufficient assets to pay its creditors 66.5 and therefore have no positive dividends to BLD. Various 1.5 Total

154 BLD Investments Pte. Ltd. Fairness Opinion 14 August Any attempts on recovery would be subject to BLD taking control of BSU, GAP and KLTD, then subsequently their various subsidiaries holding the advances. These subsidiaries would then need to assert an equitable interest over the various pre-paid purchases or advances and then meet their respective liabilities prior to any dividend to BLD. Furthermore, without any legal title in respect of the above properties, there is no ability to easily undertake a sale process. On the basis of significant recovery uncertainty and lack of any legal or direct interest, we do not consider any recovery would be available in an enforcement Related party receivables (USD21 million) set out below is a breakdown of key related party receivable balances: We have not been able to obtain any information in respect of the financial position of these related party debtors as they are Indonesian private companies. Management advised that these related party receivables will be recoverable upon completion of the development of the projects, which is not expected in the short term. Due to the uncertainty in respect of lack of information and these projects related receivables, we have conservatively assumed no recovery. Party Subsidiary Amount Bakrie Capital Indonesia, PT BSU 3.7 Bakrie Nirwana Semesta, PT BLD and BSU 5.2 MLC & Bakrie Jatim, PT BSU 10.3 Various others 2.0 Total

155 BLD Investments Pte. Ltd. Fairness Opinion 14 August The majority of BLD s other illiquid assets relate to BSU s USD11.3 million (60%) joint venture ( JV ) assets for various projects and USD5.2 million in equities investments (28%) in Indonesian private companies. As these investments are interests in JV projects and privately owned companies where BLD has no ability to exercise control, it is reasonable to expect no material return from these if BLD is in a bankruptcy process. 85. Goodwill (USD128 million) in June 2014, BLD acquired MMS through its subsidiary BSU, which resulted in USD125 million of goodwill being recognised in BLD s consolidated accounts on the basis on MMS forecast free cash flow to equity ( FCFE ) A comparison of the MMS forecast and actual FCFE showed that actual cash flow realised from the business unit for the three years between 2014 and 2016 was approximately 70% lower than expected as set out below: Other illiquid assets (USD19 million) set out below is a breakdown of other illiquid assets: Item Subsidiary Amount Investment in shares of Lembu Nusantara Jaya GAP 2.7 Investment in shares of Jasa Sarana BLD 2.5 Joint venture assets BSU 11.3 Deferred charges BSU 0.8 Other illiquid assets (incl. deferred tax assets) Various 1.5 Total 18.8 Years FCFE (Valuation) FCFE (Actual) Variance % ,252,972 2,224,963 (11,028,009) -83% ,741, ,798 (8,012,640) -92% ,473,896 10,949,010 (11,524,886) -51% Total 44,468,306 13,902,771 (30,565,535) -69% 46

156 BLD Investments Pte. Ltd. Fairness Opinion 14 August We have therefore adopted an overall goodwill ERV of 30% (70% discount) to reflect the poorer than expected cash flows from MMS. In any event, an analysis of BSU s consolidated balance sheet (which incorporates MMS financial position) indicates that BSU s tangible assets on a consolidated basis are insufficient to pay BSU/MMS liabilities even if MMS goodwill is 100% realisable in an enforcement against BLD, it will not likely result in further dividends to BLD We understand that the Group undertakes annual impairment tests of goodwill. Whilst the last few years actual FCFE from the MMS business unit is less than forecast, management adopts a longer term view of the forecast FCFE and expects future improvements to its profitability that would offset this shortfall, whereas our analysis reflects an enforcement scenario in the short term. 86. While the Group has USD888 million in realisable assets, only 4 out of 18 of BLD s subsidiaries are in a surplus net asset position (GAP, BSS, BDM and BSS) which could result in dividend being recoverable by BLD. The four BLD subsidiaries in a surplus net asset position have realisable assets totalling USD365 million as set out below: 87. The three largest surplus realisable assets are from GAP (USD284 million), BSS (USD62 million) and BDM (USD18 million), representing 99% of total realisable assets available to BLD. A breakdown of the specific market and enforcement recovery assumptions on the three subsidiaries key assets are as detailed below. Realisable assets of subsidiaries with positive net assets (USD) Book Value GAP Realisable Assets 283,506,689 BSS Realisable Assets 61,655,800 BDM Realisable Assets 18,443,124 JBR Realisable Assets 1,382,185 Total 364,987,798 47

157 BLD Investments Pte. Ltd. Fairness Opinion 14 August Unlike the other entities within the Group with surplus realisable assets (BSS, BDM and JBR), GAP is publicly listed on the IDX. Therefore, theoretically, a BLD Curator could attempt to effect a sale of BLD s 89.8% effective equity stake in GAP. However, BLD does not directly own any shares in GAP. The GAP Shares are instead held by its subsidiaries, SGN, PBU and BNR as set out below: 89. As BLD is the sole creditor of both SGN and PBU, a BLD Curator would be able to use these intercompany claims to recover any realisations achieved from the 87.6% combined equity stake in GAP. However, a BLD Curator would have no ability to extract value from BNR s 2.2% equity stake in GAP, as the directors of BNR would be required to use this asset to meet the claims of its direct creditors (Indonesian tax office and employees), after which there will be no surplus assets available for dividends from BNR up to the BLD Curator. Therefore, for the purpose of our enforcement analysis, we have assumed a BLD Curator has an 87.6% indirect interest in GAP available to be realised for BLD s creditors. 90. In the event that BLD is in bankruptcy, it would not be feasible for the curator to sell the GAP Shares on the IDX over the required 5-10 year period practically, GAP would not be able to survive and remain listed on the IDX for this period of time without a new (non-bankrupt) parent buying the majority stake in GAP. Therefore, the reality is an off market en-bloc sale of BLD s indirect 87.6% stake in GAP to a strategic purchaser in the property industry would be required. For such an en-bloc sale in distressed circumstances, we would expect a substantial fire sale discount would be applied. We have therefore adopted 87.6% of the Enforcement ERV value of GAP s realisable assets as a proxy for the off-market en-bloc sale value of BLD s indirect equity stake in GAP. Realisation of GAP Shares Shareholders of GAP % holding of GAP Total Liabilities Comments SGN 49.70% 83,263,618 BLD is the only creditor of SGN PBU 37.90% 63,593,293 BLD is the only creditor of PBU following key creditors: BNR 2.20% 2,157, Tax payable USD187K 48

158 BLD Investments Pte. Ltd. Fairness Opinion 14 August Fixed assets, inventories, other third party receivables, land for development and short-term investments comprise 98.5% of GAP s realisable assets and are analysed in further detail below. GAP realisable assets 91. Set out below is a breakdown of GAP s realisable assets: Realisable assets of GAP (USD) Book Value % *Asset classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 Fixed assets 160,872, % Other realisable assets Inventories 13,254, % Third party receivables - Other 65,174, % Land for development 18,445, % Short-term investments 21,549, % Goodwill 28, % Sub-total Other realisable assets 118,452, % Third party receivables - Trade* 2,385, % Restricted funds* 757, % Cash * 1,038, % Total 283,506, % 49

159 BLD Investments Pte. Ltd. Fairness Opinion 14 August For each of GAP s five major projects, we have undertaken a detailed review of each material fixed asset balances. These material fixed asset balances represent USD156 million or 97% of GAP s total fixed assets. 95. GAP s theme park projects (Waterpark, Jungle Festival, Jungleland) are highly unique in nature ( Unique Assets ) and their Market and Enforcement ERV is substantially reduced on the following basis: Land the likely parties interested in purchasing land at full value will be participants in the theme park industry. Other interested parties would apply a substantial discount for the demolition costs required to return the property to vacant land capable of alternative uses; and GAP s realisable assets Fixed assets (USD161 million) 93. Set out below is a breakdown of GAP s fixed assets by project: Net book value ( NBV ) Residential Waterpark Hotel Condotel Jungle Fest Jungleland Others Total Land 3,123,909 8,315,501 5,848,069 7,454,412 52,081,664 3,789,313* 80,612,868 Buildings and improvements 216,497* 7,332,156 7,514,704 3,870,235 35,983, ,636* 55,233,746 Machine and equipments 4,369* 32,934* - 1,360,254 12,990, * 14,387,702 Furniture, fixtures and office equipments 830* 604* - 1,435* 224,731* 1,551* 229,151 Motor vehicle 1,024* 990* 10,879* - 13,703* - 26,596 Project-in-progress ,382,181-10,382,181 Total NBV 3,346,629 15,682,185 13,373,652 12,686, ,675,822 4,107, ,872,244 *Assets classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix Buildings and improvements, machine and equipments unless a theme park operator is interested in buying these businesses as a whole for continued trading (i.e. land and buildings together), due to the unique nature of the buildings and machines (i..e theme park rides), they will likely have limited (if any) value to potential purchaser. 50

160 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below is a summary of the Market ERV and Enforcement ERV assumptions generally applied to the Unique Assets: 97. We have also assessed the financial performance of each of GAP s theme parks in order to determine an indicative business valuation (by way of an earnings multiple) for comparison to enforcement ERV. In circumstances where it is determined that a theme park is not viable, we have assumed a recovery for the Unique Asset discounted ERV for the land only, with nil recovery from both buildings and improvement and machinery and equipment. 98. Attached at Appendix 7 is a description of each of GAP s fixed assets and the Market and Enforcement ERV assumptions applied to each project. Net book value Residential Waterpark Hotel Condotel Jungle Fest Jungleland Others Total Total NBV 3,346,629 15,682,185 13,373,652 12,686, ,675,823 4,107, ,872,247 Market ERV % 95% 66% 95% 47% 64% 100% 67% Market ERV ($) 3,190,434 10,353,007 12,705,513 5,964,965 71,581,628 4,107, ,903,168 Enforcement ERV % 70% 63% 70% 70% 62% 70% 64% Enforcement ERV ($) 2,233,304 6,513,889 8,893,859 4,175,475 44,171,567 2,875,335 68,863,430 Overall Effective ERV% 67% 42% 67% 33% 40% 70% 43% Fixed asset classes Market ERV Enforcement ERV Discount basis: % Recovery on BV % Recovery on Market ERV Land 80% 70% Buildings and improvements 50% 50% Machine and equipments 50% 50% 99. Set out below is an ERV summary for GAP s fixed assets: 51

161 BLD Investments Pte. Ltd. Fairness Opinion 14 August The above overall effective ERV percentages represent the blended average of all the Market and Enforcement ERV assumptions applied to the various fixed asset classes as detailed in Appendix 6 and Attached at Appendix 8 is a description of each of GAP s other realisable assets and their Market and Enforcement ERV assumptions. GAP s realisable assets Others (USD118 million) 101. Set out below is a breakdown of GAP s other realisable assets: NBV USD Inventories Residential 10,767,338 Condotel 2,175,862 Waterpark, Jungle Festival, Jungleland and others 311,404 Sub-total - Inventories 13,254,604 Other third party receivables 65,174,069 Land for development 18,445,269 Short-term investments 21,549,872 Total NBV 118,423,814 52

162 BLD Investments Pte. Ltd. Fairness Opinion 14 August The overall effective ERV percentages above represents the blended average of all the Market and Enforcement ERV assumptions applied to the GAP s other realisable assets as set out in Appendix 6 and Set out below is an ERV summary for GAP s other realisable assets: Short-term Total NBV Inventories - Inventories Inventories Waterpark, Other third Land for Residential - Condotel Jungle Festival, Jungleland and others party receivables development investments Total NBV 10,767,338 2,175, ,404 65,174,069 18,445,269 21,549, ,423,815 Market ERV % 80% 91% 76% 100% 95% 100% 97% Market ERV ($) 8,561,329 1,983, ,224 65,174,069 17,523,006 21,549, ,027,626 Enforcement 70% 70% 70% 70% 70% 70% 70% ERV % Enforcement ERV 5,992,930 1,388, ,357 45,621,848 12,266,104 15,084,911 80,519,338 ($) Overall Effective ERV% 56% 64% 53% 70% 67% 70% 68% 53

163 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 GAP s realisable assets overall enforcement ERV 105. Set out below is an overall ERV summary of GAP s realisable assets: Realisable assets of GAP (USD) Book Value % Recovery on BV % Recovery on Market ERV Market ERV Enforcement ERV Total effective recovery Fixed assets 160,872,247 67% 64% 107,903,168 68,863,430 43% Third party receivables - Other 65,174, % 70% 65,174,069 45,621,848 70% Short-term investments 21,549, % 70% 21,549,872 15,084,911 70% Land for development 18,445,269 95% 70% 17,523,006 12,266,104 67% Inventories 13,254,605 81% 70% 10,780,679 7,546,475 57% Goodwill* 28,453 60% 50% 17,126 8,563 30% Third party receivables - Trade* 2,385, % 70% 2,385,490 1,669,843 70% Restricted funds* 757, % 70% 757, ,347 70% Cash * 1,038, % 100% 1,038,955 1,038, % Total 283,506, ,130, ,630,476 54% *Assets classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 (%) 54

164 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Land use right Number of Land Parcels Total Size of Land Parcels (Ha) Book Value (USD) Rights to Build (SHGB) ,091,337 Rights to Transfer (SPH) ,155,810 Total ,247,147 BSS realisable assets 106. Set out below is a breakdown of BSS realisable assets: Realisable assets of BSS (USD) Book Value Cash* 2,097 Fixed assets* 85 Inventories* 406,471 Land for development 61,247,147 Total 61,655,800 *Assets classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix BSS has a total of 55 parcels of land for development as set out below: 55

165 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Enforcement ERV Overall Effective ERV% Rights to Build 24,091,337 95% 22,886,770 70% 16,020,739 67% Rights to Transfer 37,155,810 95% 35,298,019 70% 24,708,614 67% Total 61,247,147 95% 58,184,789 70% 40,729,353 67% 109. We have applied a Market ERV assumption of 95% (discounting for realisation cost only) and Enforcement ERV assumption of 70% (the general property enforcement discount only) Set out below is an ERV summary of BSS land for development: Land for Development Book Value % Recovery on BV Market ERV % Recovery on Market ERV 110. Set out below is an ERV summary for all of BSS realisable assets: Realisable assets of BSS (USD) Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Total effective recovery Cash* 2, % 2, % 2, % Fixed assets* 85 95% 81 70% 56 67% Inventories* 406,471 95% 386,148 70% 270,303 67% Land for development 61,247,147 95% 58,184,789 70% 40,729,353 67% Total 61,655,800 58,573,115 41,001,809 67% *Assets classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 (%) 56

166 BLD Investments Pte. Ltd. Fairness Opinion 14 August BDM s inventory balance relates solely to a retail project called the Wave Mall. A summary of this project is set out below: 113. While this project is still under progress, completion is imminent. We have therefore applied a Market ERV assumption of 95% (discounting for realisation costs only) and Enforcement ERV assumption of 70% (the general property enforcement discount only). BDM s realisable assets 111. Set out below is a summary of BDM s realisable assets: Realisable assets of BDM (USD) Book Value Cash* 65,149 Fixed assets* 94,813 Inventories 16,085,561 Third party receivables - Trade* 1,129,432 Third party receivables - Other* 63,066 Restricted funds* 1,005,104 Total 18,443,124 *Assets classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 Projects in-progress Wave Project Construction progress as at December % Estimated completion date 30 June 2017 Outstanding Work Awaiting certification 57

167 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Overall Effective ERV% Inventory 16,085,561 95% 15,281,283 70% 10,696,898 67% 114. Set out below is an ERV summary of BDM s inventories: Item Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV 115. Set out below is an ERV summary for all of BDM s realisable assets: BDM s realisable assets (USD) Book Value % Recovery on BV % Recovery on Market ERV Market ERV Enforcement ERV Total effective recovery Cash* 65, % 100% 65,149 65, % Fixed assets* 94,813 95% 70% 90,073 63,051 67% Inventories 16,085,561 95% 70% 15,281,283 10,696,898 67% Third party receivables Trade* 1,129, % 70% 1,129, ,602 70% Third party receivables Other* 63, % 70% 63,066 44,146 70% Restricted funds* 1,005, % 70% 1,005, ,573 70% Total 18,443,124 17,634,107 12,363,419 67% *Assets classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 (%) 58

168 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below is an overall ERV summary for all BLD subsidiaries with positive net asset balances: Surplus realisable assets of subsidiaries (USD) Book Value Market ERV Enforcement ERV GAP Realisable Assets 283,506, ,130, ,630,476 GAP Liabilities (126,754,296) (126,754,296) (126,754,296) GAP Surplus realisable assets 156,752, ,375,708 25,876,180 GAP - % realisation from forced sale of GAP Shares 87.6% 87.6% 87.6% GAP realization from forced sale of GAP Shares 137,315,096 87,929,120 22,667,534 BSS Realisable Assets 61,655,800 58,573,115 41,001,809 BSS Liabilities (35,165,544) (35,165,544) (35,165,544) BSS Surplus realisable assets 26,490,256 23,407,571 5,836,265 BDM Realisable Assets 18,443,124 17,634,106 12,363,419 BDM Liabilities (16,506,069) (16,506,069) (16,506,069) BDM Surplus realisable assets 1,937,055 1,128,037 -* JBR Realisable Assets 1,382,185 1,382,185 1,171,201 JBR Liabilities (1,277,359) (1,277,359) (1,277,359) JBR Surplus realisable assets 104, ,826 -* Total surplus realisable assets (Dividend to BLD) 165,847, ,569,554 28,503,799 * excluded from surplus calculations as subsidiaries reach net deficit positions following Market ERV and Enforcement ERV discounts 59

169 BLD Investments Pte. Ltd. Fairness Opinion 14 August As set out in our enforcement assumptions summary above, we assume that a BLD Curator would force a sale of BLD s 87.6% stake in GAP. Accordingly, we have applied 87.6% of GAP s surplus realisable assets as a proxy for a forced sale value of the GAP Shares After applying both Market and Enforcement ERV discounts and satisfying direct liabilities, GAP and BSS have sufficient surplus assets available to pay BLD dividends totalling approximately USD29 million. 60

170 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Enforcement scenario Base Case 119. Set out below are the estimated recoveries to Scheme Creditors in enforcement Base Case EI and EG: Enforcement Assessment EI (Recovery from BLDA Loan) EG (Recovery from BLD Guarantee) BLD's Total liabilities (excluding interco payable to BLDA) 36,067,772 36,067,772 Noteholder claim (EI Maximum recovery is capped at BLDA Loan; EG Outstanding balance of the Notes) 112,077, ,189,298* Total - unsecured creditors 148,145, ,257,070 BLD's Realisable Assets 17,842,987 17,842,987 Surplus (dividends) from BLD's subsidiaries 28,503,799 28,503,799 BLD Gross Realisation 46,346,786 46,346,786 Less: BLD realisation costs (2,000,000) (2,000,000) Available realisation for BLD unsecured creditors 44,346,786 44,346,786 Scheme Creditors % share of unsecured claims 76% 89% Gross return to Scheme Creditors 33,550,040 39,429,169 Liquidators costs (BLDI + BLDA) (1,000,000) - Legal Costs (500,000) (500,000) Net return to Scheme Creditors 32,050,040 38,929,169 NPV of return to Scheme Creditors 21,073,421 25,596,561 Outstanding Balance of Notes and Trustee Claims 289,880, ,189,298 Total return to Scheme Creditors (%) 7.3% 8.9% * in scenario EG, Trustee Claims are excluded from the calculation of the Scheme Creditor recoveries 61

171 BLD Investments Pte. Ltd. Fairness Opinion 14 August In a scenario where Noteholders seek recovery via the BLD Guarantee (EG), all proceeds would be received by the Trustee and be entirely for the purpose of the full repayment of Noteholders. In this case, gross BLD realisations are only sufficient for Noteholder to recover 8.9% of their Outstanding Balance, while the Trustee will have nil recoveries Set out below is a summary of the estimated returns to Scheme Creditors in each of the three scenarios for EI and EG: 122. As set out in paragraph 78, both low and high scenarios apply a 10% variance to the enforcement recovery assumptions as set out in Appendix 6, 7 and Other alternatives available to Scheme Creditors aside from the Scheme and enforcement include (but are not limited to) the following: providing Noteholders a larger equity stake in GAP and/or other assets in exchange for extinguishing the Outstanding Balance. Enforcement scenarios sensitivity analysis Scenario Analysis - Enforcement EI (Recovery from intercompany balances) EI1 EI2 EI3 Base Case Low High Overall ERV discount applied on realisable assets EG (Recovery from BLD Guarantee) EG2 Low EG1 Base Case EG3 High 45% 55% 38% 45% 55% 38% Return to Scheme Creditors (USD m) Return to Scheme Creditors (%) 7.3% 1.8% 12.3% 8.9% 2.4% 14.8% Alternatives to the Scheme and enforcement utilising free cash flows for the ongoing repayment of the Outstanding Balance; refinancing the Outstanding Balance to facilitate a significant repayment to Scheme Creditors; and 62

172 BLD Investments Pte. Ltd. Fairness Opinion 14 August We have assessed these other alternatives to the Scheme (besides enforcement) and determined they are not viable on the following basis: Insufficient cash flows: the feasibility of the Group being able to repay or refinance the Notes is dependent on the profitability and free cash flows available. However, the Group has been experiencing poor cash flow and deteriorating cash reserves as set out below: Group Cash Flow (USDm) Total Opening Cash Balance Operating cash flow (94.2) (33.0) (190.8) Investing cash flow 45.3 (169.6) 5.2 (6.7) (11.6) (10.7) (300.6) Financing cash flow (35.1) (4.1) (0.1) Net cash flow (19.6) (23.6) (9.0) (0.6) (3.2) 0.1 (48.3) FX Changes 0.0 (0.1) (0.1) (0.0) (0.2) Reclassification of Assets HFS - (0.7) (0.4) (1.0) - - (2.2) Ending Cash Balance Between 2011 and 2015, the Group has had negative annual cash flows totalling between negative USD0.6 million and negative USD19.6 million. Most recently in 2016, the Group experienced negative operating and investing cash flows totalling USD43.7 million this significant cash drain required the Group to raise new equity and debt capital totalling USD43.8 million for continued trading as follows: Listing of GAP Shares cash proceeds of USD23.9 million generated from the issuance of 2.3 billion new GAP Shares on the IDX on 29 June 2016; Bank loan from PT Bank Capital Indonesia ( BCI ) - BCI investment credit facility of USD11.1 million drawn by subsidiary MMS on 13 June 2016; and 63

173 BLD Investments Pte. Ltd. Fairness Opinion 14 August Bank loan from PT Bank Rakyat Indonesia (Persero) Tbk. ( BRI ) BRI investment credit facility of USD13.9 million drawn by subsidiary JLA in February and March Illiquid underlying assets: whilst the Group owns various assets, there are no surplus material non-core assets that are without third-party debt or not jointly held by joint venture partners. Any voluntary or managed sale of all assets of the Group is likely to provide a similar return to the Enforcement ERV assessment, with Enforcement discounts still applied on the basis it remains a forced sale Company unable to improve Scheme: both the Company s key shareholders and management consider the Scheme fair and have advised they are unable or unwilling to improve this restructuring proposal. The founding shareholders and their associates will not further dilute their equity stake in either GAP or BLD as they are not prepared to relinquish control. In any event, we consider it appropriate to allow the founding shareholders and their associates to maintain a controlling stake in the Group in order to ensure they remain sufficiently engaged and motivated, as they are best placed to deliver the success of the Group In the circumstances, we consider that the Scheme and enforcement are the only viable options available to Scheme Creditors. 64

174 BLD Investments Pte. Ltd. Fairness Opinion 14 August Set out below is a comparison of the estimated returns to Scheme Creditors for the various scenarios of the Scheme (S1, S2, S3) and enforcement (EI, EG): Base Case estimated return to Scheme Creditors from the Scheme (S1) is 30.2% which is significantly higher than the estimated return of 7.3% from EI1 and 8.9% from EG1; Low Case estimated return to Scheme Creditors from the Scheme (S2) is 20.5% which is significantly higher than the estimated return of 1.8% from EI2 and 2.4% from EG2; High Case estimated return to Scheme Creditors from the Scheme (S1) is 56.5% which is significantly higher than the estimated return of 12.3% from EI3 and 14.8% from EG3; and the estimated return from the downside scenario in the Scheme (S2) of 20.5% is still higher than the upside scenario in an enforcement (EG3) of 14.8%. F. Risks & Conclusion Scheme EG (Recovery from BLD Guarantee) EG1 EG2 EG3 Base Case Low High Enforcement S1 S2 S3 EI (Recovery from BLDA Loan) EI1 EI2 EI3 Base Case Low High Base Case Low High Scheme Creditor returns (USD million) Scheme Creditor returns (%) 30.2% 20.5% 56.5% 7.3% 1.8% 12.3% 8.9% 2.4% 14.8% 127. Set out below are key observations in respect of the above: 65

175 BLD Investments Pte. Ltd. Fairness Opinion 14 August GAP s share price may deteriorate substantially while GAP s share price is the key variable impacting the estimated return to Scheme Creditors under the Scheme (90% of the Scheme Consideration in the Base Case), it is unlikely that the share price could deteriorate to such an extent that enforcement would result in a superior return to Scheme Creditors GAP share price in a Base Case scenario would need to deteriorate from IDR200 to nil value in order for the Base Case enforcement scenario to have a superior return. The low case scenario for the Scheme (S2 20.5%) results in a superior return than the enforcement high case (EG3 14.8%); BLD s share price may not improve in the event BLD s share price fails to improve, the BLD Warrants will remain out of the money and result in no (or minimal) return to Scheme Creditors. We have adopted conservative assumptions for the BLD share prices and therefore BLD Warrants attribute returns of only 0.0% and 7.0% across all scenarios. On this basis, if the BLD share prices do not improve there is no risk to Scheme Creditors (the estimated return from the Scheme is superior to enforcement without the BLD Warrants), but conversely if BLD s share price does improve the BLD Warrants will become valuable representing free upside; and BLD may not obtain shareholder approval for the BLD Warrants while our estimated returns analysis for the enforcement scenario assumes the BLD Warrants are issued, there is significant risk that BLD does not obtain shareholder approval for their issuance and for the eventual issuance of the BLD Shares upon exercise of the BLD Warrants (if issued). However as set out in paragraph above, given the BLD Warrants are significantly out of the money, this risk will not materially impact the overall estimated returns to Scheme Creditors BLD Guarantee may not be enforceable as set out in paragraph 74.3 above, there is significant risk that the BLD Guarantee is not enforceable which means that the EG enforcement option (and its associated higher enforcement return) is not likely possible; Potential illegality of the Notes as mentioned in paragraph 74.2 above, Scheme Creditors face the risk that the Indonesian court may argue that the conception of the Notes and the resulting fund flow were structured to avoid Indonesian withholding tax and therefore amounting to illegal tax evasion. In addition to that, by entering into a hedging swap transaction through BLDI which effectively allows it to bet on BLD s share price, the legality of the Notes may be challenged by Bank Indonesia as a flouting of its rules; and 128. Key risks for the Scheme include: 129. Key risks for enforcement include: 66

176 BLD Investments Pte. Ltd. Fairness Opinion 14 August Enforcement in Indonesia is often time consuming, expensive and uncertain - enforcement is a non-consensual approach which will likely involve substantial resistance from the founding shareholders and directors of BLD. During the lengthy and expensive Indonesian Court process required to take physical control of the assets of BLD and its subsidiaries, there is a significant risk of erosion of value and asset dissipation in the intervening period We consider that it is in the interests of Scheme Creditors to proceed with the Scheme on the following basis: the Scheme allows Scheme Creditors to replace their indirect illiquid interests in specialised property assets to shares in the IDX-listed GAP with substantially higher prospects of allowing Scheme Creditors to achieve an exit; and the estimated return to Scheme Creditors in the low case Scheme scenario is superior to the estimated return from the high case enforcement scenario the risks associated with enforcement far outweigh the risks associated with the Scheme; 67

177

178

179 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Appendix 2 PT Bakrieland Development Tbk. Group Structure Chart

180 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Appendix 3 GAP and BLD Shares Valuation Assumptions GAP Weighted Average Cost of Capital ( WACC ) Discount rate Damodaran's Country Default Spreads and Risk Premium Comments Debt-Equity weights (as at 31 December Interest Bearing Debt (IDR) 861,328,500,000 27% of total capital 2016) Total Equity (IDR) 2,295,617,767,287 73% of total capital Corp tax rate 25% Indonesian corporate tax rate Cost of debt Cost of debt 11.83% Weighted average of all interest bearing debt After tax cost of debt 8.88% Cost of debt net of tax rate Weighted debt cost 2.4% Risk Free Rate (Rf) 3.01% US 30 year bond yield as at 31 March 2017 Inflation Differential Difference between OECD's long term inflation forecast of (ID) 2.50% Indonesia and US Country Risk (CR) 3.13% Jan 2017 Cost of equity Market Equity Risk Damodaran's Country Default Spreads and Risk Premium Premium (ERP) 8.82% Jan 2017 Small Stock Risk Premium (SSRP) 5.60% Duff and Phelps 2016 Valuation handbook, DKI Analysis. 10th Decile Beta (B) 0.41 Calculated using MS Excel Cost of Equity (CAPM) 17.82% Rf+CR+B(ERP)+ID+SSRP Weighted equity cost 13.0% WACC 15.4% Discount Factor 15.0% 1

181 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 GAP Share Sale Assumptions Trading Volumes Total trading volume Realisable Daily Trading Volume (%) Realisable Daily Trading Volume no.) Trading Days Days to Zero Years (Only including trading days) IPO Price (IDR) IPO Price (USD) S1 (Base Case) S2 (Low Case) S3 (High Case) Total Total Total Overall Average Daily Overall Average Daily Overall Average Daily Volume Volume Volume 18,935,124 18,935,124 18,935,124 20% 20% - 3,787,025 3,787,

182 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 BLD Weighted Average Cost of Capital ( WACC ) Discount rate Comments Debt-Equity Weights (as at 31 December 2016) Cost of debt Cost of equity Interest Bearing Debt (IDR) 5,545,005,000,000 46% Total Equity (IDR) 6,398,826,275,626 54% Corp tax rate 25.00% Indonesian corporate tax rate Cost of debt 10.28% Weighted average of all interest bearing debt After tax cost of debt 7.71% Cost of debt net of tax rate Weighted debt cost 3.58% Risk Free Rate (Rf) Difference between OECD's long term inflation forecast of Damodaran's Country Default Spreads and Risk Premium 3.01% US 30 year bond yield as at 31 March 2017 Inflation Differential (ID) 2.50% Indonesia and US Country Risk (CR) 3.13% Jan 2017 Market Equity Risk Premium (ERP) 8.82% Damodaran's Country Default Spreads and Risk Premium Jan 2017 Small Stock Risk Premium (SSRP) 5.60% Duff and Phelps 2016 Valuation handbook, DKI Analysis. 10th Decile Beta (B) 0.22 Calculated using MS Excel Cost of Equity (CAPM) 16.20% Rf+CR+B(ERP)+ID+SSRP Weighted equity cost 8.68% WACC 12.3% Discount Factor 15.0% 3

183 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Formula for Calculation of Present Value of Proceeds from Share Sale 4

184 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Appendix 4 BLD Warrants Valuation Assumptions Outstanding Amount USD Outstanding Amount (USD) Exchange rate on 8 March 2017 Rupiah Outstanding Amount (IDR) Less GAP Shares Portion (USD) Number of GAP shares received IPO Price (IDR) Total GAP Shares Portion (IDR) Total Warrants Portion (IDR) Warrant exchange rate (RP / warrant) Total number of warrants entitled to bondholders 278,119,718 13,366 3,717,348,151,806 8,563,472, (1,198,886,200,400) 2,518,461,951,406 1,000 2,518,461,951 1

185 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Warrants Portion Valuation (Black Scholes Model) S1 (Base Case) Comments Current Stock Price (S) 50 Share Price on the date of issuance of warrants Strike Price (X) 100 Price that the shares can be purchased for Time left on Option (T years) 4 date Standard Deviation of Stock Price (sigma) 46.2% 2010 to March 2013 prior to default of the bonds Annualized Dividend Yield of Stock 0.00% No dividends paid out by BLD historically Riskfree Rate (rf) 3.01% US 30 year bond yield as at 31 March 2017 No. new shares from warrant exercise (10 shares / warrants) 25,184,619,514 No. of shares outstanding (before dilution) 43,401,163,019 2

186 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Black Scholes Model Calculation Formula 3

187 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Appendix 5 Detailed Balance Sheet of BLDI, BLD and Group Entities BLDI Standalone Financials USD 30-Jun Dec-16 Current Assets Cash and cash equivalents 3,357 2,962 Prepayments 100, ,000 BLD Asia Pte. Ltd. - Related Party Receivable 112,071, ,077,760 BLD Holdings. - Related Party Receivable - - Investment in shares of stock - BLD Asia Pte. Ltd. 1 1 Total Assets 112,174, ,180,723 Current Liabilities Due under early redemption of convertible bonds 231,547, ,457,513 Non-current Liabilities Accrued expense 697, ,390 Bonds - - Related party payable - BLD Holding 619, ,861 Financial Liabilities: - - Total Liabilities 232,864, ,800,764 Share capital 8,649,691 8,649,691 Paid-up-capital advance - PT BLD - - Fair value reserve Retained earnings - - Previous Retained earnings (129,339,755) (129,339,755) Retained earnings (355) (38,929,977) Total Equity (120,690,419) (159,620,041) Total Liabilities and Equity 112,174, ,180,723 1

188 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 BLDA Standalone Financials USD 30-Jun Dec-16 Current Assets Cash and cash equivalents 3,783 3,517 BLD Holding - Related Party Receivable 113,710, ,710,003 BLD Investment Pte. Ltd. - Related Party Receivable - - Interest receivable 0 0 Total Assets 113,713, ,713,521 Non Current Liabilities Accrued expense 5,000 11,237 BLD Investment Pte. Ltd - Related Party Payable 112,071, ,077,760 Tax payable 3,476 3,476 Total Liabilities 112,079, ,092,473 Equity Share capital - par value of USD 1 per share Issued and fully paid Retained earnings Previous Retained earnings 1,637,486 1,637,486 Current Retained earnings (3,211) (16,439) Total Equity 1,634,276 1,621,048 Total Liabilities and Equity 113,713, ,713,521 2

189 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 BLD Consolidated Financials USD 30-Jun Dec-16 Current Assets Cash and banks 5,098,535 5,835,362 Short-term investments 20,705,091 21,549,872 Trade receivables - Third parties 44,803,965 40,590,824 Trade receivables - Related parties 5,744,020 12,539,451 Other receivables - Third parties 101,551,380 90,479,837 Other receivables - Related parties 10,509 42,642 Inventories 142,200, ,313,010 Prepaid taxes 420,482 44,708 Advances and prepaid expenses 197,362, ,961,865 Assets Classified for Sale 56,075,392 Total Current Assets 517,896, ,432,963 Non-Current Assets Restricted funds 6,167,289 6,714,871 Due from related parties - net of allowance for 15,750,803 21,245,046 Third Party Receivables - Others 19,469,405 Investment in shares of stock 6,001,220 5,395,026 Land for development 127,161, ,375,283 Investment properties - net of accumulated depreciation 38,205,453 37,639,511 Fixed assets - net of accumulated depreciation 230,384, ,760,401 Deferred tax assets 3,257, ,432 Goodwill 128,275, ,969,185 Other assets 11,957,066 12,774,289 Total Non-Current Assets 567,160, ,137,042 Total Assets 1,085,056,901 1,044,389,412 3

190 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 BLD Consolidated Financials USD 30-Jun Dec-16 Short-Term Liabilities Short-term bank and financial institution loans 36,971,767 46,577,372 Trade Payables - Third parties 22,608,514 16,237,823 Trade Payables - Related parties 45,632 Other payables - Third parties 22,265,843-44,202,386 Other payables - Related parties - 319,063 Accrued expenses 26,282,351 37,910,194 Short-term employee benefits 2,278,004 2,708,241 Advances from customers 17,411,909 13,236,977 Deferred income 4,431,979 2,065,606 Taxes payables 31,089,795 21,319,095 Bank loans 9,244,204 9,698,392 Trade payables 1,276,016 1,276,830 Liability for purchase of fixed assets 65,549 58,730 Convertible bonds 226,629, ,854,979 Total Short-term Liabilities 400,555, ,106,548 Non-Current Liabilities Deferred income 3,010,918 4,993,873 Advances from customers 53,847,078 19,719,363 Long-term employee benefits 4,931,451 5,281,499 Due to related parties 976,552 65,282,071 Dividends payable 49,689 49,689 Bank loans 84,964,295 87,213,661 Other long term debt 4,676,215 Liability for purchase of fixed assets 53,448 70,358 Reserve for replacement 172, ,543 Deferred tax liabilities 4,554,702 4,554,702 Total Long-term Liabilities 152,560, ,098,974 Total Liabilities 553,116, ,205,521 4

191 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 BLD Consolidated Financials USD 30-Jun Dec-16 Equity Equity attributable to parent entity Capital stock 364,784, ,784,739 Additional paid-in capital - net 226,392, ,918,368 Treasury stock (2,067,095) (2,067,095) Retained earnings Appropriated 3,002,788 3,002,788 Unappropriated (49,848,036) (95,847,782) Other component of equity (34,997,363) (32,266,573) Equity attributable to parent entity 507,267, ,524,445 Non-controlling interest 24,672,977 24,659,445 Total Equity 531,940, ,183,891 Total Liabilities and Equity 1,085,056,901 1,044,389,412 5

192 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 GAP Consolidated Financials USD 30-Jun Dec-16 Current Asset Cash and cash equivalents 383,119 1,038,014 Short-term investments 20,705,091 21,200,989 Trade receivables - Third parties 2,536,828 2,673,049 Trade receivables - Related parties - - Other receivables - Third parties 65,390,648 65,174,150 Other receivables - Related parties - - Inventories 15,084,796 13,177,526 Prepaid taxes 3,797 94,801 Advances and Prepaid expenses 703, ,444 Total Current Assets 104,807, ,954,973 Non-Current Assets Restricted funds 969, ,468 Due from related parties 221, ,904 Land for Development 27,596,040 27,387,152 `Fixed assets 164,981, ,366,598 Investment in shares of stock 2,805,737 2,793,191 Intangible assets 27,487 26,782 Other assets 59, ,999 Total Non-Current Assets 196,660, ,893,094 Total Assets 301,468, ,848,068 6

193 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 GAP Consolidated Financials USD 30-Jun Dec-16 Current Liabilities Short-term bank 742, ,736 Trade payables - Third parties 4,783,320 4,544,247 Trade payables - Related parties 378, ,895 Other payables - Third parties 2,108,859 2,551,241 Other payables - Related parties 317, ,718 Advances from customers and deferred income 12,018,219 12,080,724 Accrued expenses 12,557,716 11,857,225 Taxes payable 5,651,437 5,102,185 Reserve for replacement 37,909 7,499 Bank loans 2,602,150 4,585,157 Liability for purchase of fixed assets 26,922 24,717 Total Current Liabilities 41,224,812 42,043,345 Non-Current Liabilities Other payables - third parties 5,408,684 5,223,031 Advances from customers and deferred income 63,951 47,237 Due to related parties 18,432,747 19,164,920 Bank loans 60,249,471 58,239,779 Liability for purchase of fixed assets 16,868 9,311 Long-term employee benefits 771, ,648 Deferred tax liabilities 1,873,693 1,873,693 Reserve for Replacement Total Non-Current Liabilities 86,817,060 85,329,618 Total Liabilities 128,041, ,372,962 7

194 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 GAP Consolidated Financials USD 30-Jun Dec-16 Equity Equity attributable to parent entity Share Capital 167,695, ,695,748 Additional paid-in capital (28,197,590) (28,083,361) Other component of equity 203, ,550 Retained earnings 33,725,442 30,660,276 Equity attributable to parent entity 173,427, ,476,214 Non-controlling interest (854) (1,108) Total Equity 173,426, ,475,105 Total Liabilities and Equity 301,468, ,848,068 8

195 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Appendix 6 General Market and Enforcement ERV Assumptions (Base Case) General Recovery Assumptions ERV % Enforcement Recovery on ERV % Enforcement recovery compared to BV % Realisable Assets Cash 100% 100% 100% Fixed Assets 100% 70% 70% Inventories 100% 70% 70% Third Party Receivables - Trade 100% 70% 70% Third Party Receivables - Other 100% 70% 70% Land for development 100% 60% 60% Investment properties - net 100% 60% 60% Short-term Investment 100% 70% 70% Restricted funds 100% 70% 70% Goodwill 60% 50% 30% Other Non-realisable Assets 0% 0% Liabilities 100% 100%

196 BLD Investments Pte. Ltd. Fairness Opinion 14 August The Residential project refers to GAP s residential marketing office which is 26 Ha in size and located at Kecamatan Bogor Selatan, Bogor region of Indonesia. It was acquired in January 2014 at a cost of USD3.2 million. Overall Appendix 7 GAP s Fixed Assets Residential 2. Set out below is an ERV summary of the fixed assets of Residential Project: ERV of Residential project Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Effective ERV% Land 3,123,909 95% 2,967,713 70% 2,077,399 67% Buildings and improvements* 216, % 216,497 70% 151,548 70% Furniture, fixtures and office equipments* % % % Machine and equipments* 4, % 4,369 70% 3,058 70% Motor Vehicle* 1, % 1,024 70% % Total NBV 3,346,629 3,190,434 2,233,304 67% *Asset classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 3. We have assumed a Market ERV of 95% and Enforcement ERV of 70% for the land. 1

197 BLD Investments Pte. Ltd. Fairness Opinion 14 August The Waterpark project is a water theme park built to provide education and family entertainment services. The Waterpark commenced operations in Management s strategy in respect of the Waterpark does not contemplate expansion and is focused on improving visitor satisfaction, customer loyalty and profitability. 5. The land in respect of Waterpark is 35.1 Ha in size and located at Nirwana Residence, Dreded Pahlawan Street Bogor, Indonesia. It was acquired at a cost of USD8.4 million in July The Waterpark has seen a 5.7% annual decrease in park visitors since 2014 which resulted in EBITDA reducing from USD2.4 million in 2014 to USD1.9 million in Jungle Waterpark ( Waterpark ) 7. Set out below is a summary of the Waterpark s recent financial performance: Waterpark s EBITDA (USD) FY 2014 FY 2015 FY 2016 CAGR (FY ) EBITDA 2,424,267 1,683,491 1,852, % 2

198 BLD Investments Pte. Ltd. Fairness Opinion 14 August The Market ERV of USD 10.4 million aligns with an EBITDA multiple of 5.6 times which we consider reasonable for this business. Overall 8. Set out below is an ERV summary of the fixed assets of Waterpark: ERV of Waterpark project Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Effective ERV% Land 8,315,501 80% 6,652,401 70% 4,656,681 56% Buildings and improvements 7,332,156 50% 3,666,078 50% 1,833,039 25% Furniture, fixtures and office equipments* % % % Motor vehicle* % % % Machines and equipment* 32, % 32,934 70% 23,054 70% Total NBV 15,682,185 10,353,007 6,513,889 42% *Asset classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 3

199 BLD Investments Pte. Ltd. Fairness Opinion 14 August The Hotel Condotel has been in operation since 2010, consisting of deluxe suits and 50 condotel units (134 condotel units previously owned have already been sold). The condotels have an average occupancy rate of 70% over the last three years, however EBITDA has reduced from USD3.6 million to USD2.3 million for this period. 11. Land in respect of Hotel Condotel consists of two separate lots of land, one 22 hectare in size and the other 13 hectares. These lots were acquired in December 2010 at total cost of USD5.9 million. Overall 14. With a total Market ERV of USD12.7 million, it represents an EBITDA multiple of approximately 5.5 times, which we consider reasonable for this business. Aston Bogor Hotel & Resort ( Hotel Condotel ) 12. Set out below is a summary of Hotel Condotel s recent financial performance: Hotel Condotel s EBITDA (USD) FY 2014 FY 2015 FY 2016 CAGR (FY ) EBITDA 3,529,377 2,292,134 2,315, % 13. Set out below is an ERV summary of the fixed assets of Hotel Condotel: ERV of Hotel Condotel project Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Effective ERV% Land 5,848,069 95% 5,555,665 70% 3,888,966 67% Buildings and improvements 7,514,704 95% 7,138,969 70% 4,997,278 67% Motor vehicle* 10, % 10,879 70% 7,615 70% Total NBV 13,373,652 12,705,513 8,893,859 67% *Asset classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 4

200 BLD Investments Pte. Ltd. Fairness Opinion 14 August Jungle Festival is an entertainment and leisure centre which incorporates a theme park, entertainment venue and culinary park. Jungle Festival has experienced losses over the last three years and is only open for the weekends. Despite its performance, Jungle Festival has been kept operational for its strategic location as management expects the neighbouring land to be further developed by the local government, which could potentially increase foot traffic to improve business performance and value. 16. Jungle Festival is located on a 5.5 hectare lot of land that is located at Jalan Bogor Inner Ring Road Nirwana Residence, Kota Bogor, Jawa Barat, Indonesia. This was acquired at a cost of USD7.6 million in December Jungle Festival 17. Set out below is a summary of Jungle Festival s recent financial performance: Jungle Festival s EBITDA (USD) FY 2014 FY 2015 FY 2016 CAGR (FY ) EBITDA (383,258) (98,737) (20,679) 39.5% 5

201 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Overall 19. As set out above, Jungle Festival has been loss-making for three consecutive years. On this basis, we have assumed in an enforcement scenario, any purchaser would attribute nil value to its buildings, machines and equipments. 20. The Jungleland project represents the Group s largest theme park which is built on 35 hectares of land. To date, Jungleland has completed the construction of and is operating 34 rides, with additional 8 rides scheduled to be built shortly at an estimated cost of USD10.6 million. The land is located in Kawasan Sentul Nirwana, Sentul City region, Indonesia. This was acquired at a cost of USD53.9 million in February Set out below is an ERV summary of the fixed assets of Jungle Festival: ERV of Jungle Fest project Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Effective ERV% Land 7,454,412 80% 5,963,530 70% 4,174,471 56% Buildings and improvements 3,870,235 0% - 0% - 0% Machine and equipments 1,360,254 0% - 0% - 0% Furniture, fixtures and office equipments* 1, % 1,435 70% 1,005 70% Total NBV 12,686,336 5,964,965 4,175,475 33% *Asset classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 Jungleland Adventure Themepark ( Jungleland ) 21. Set out below is a summary of Jungleland s recent financial performance: Jungleland s EBITDA (USD) FY 2014 FY 2015 FY 2016 CAGR (FY ) EBITDA 1,898,758 1,602,831 2,296, % 6

202 BLD Investments Pte. Ltd. Fairness Opinion 14 August Projects-in-progress represents Jungleland s rides that are still under construction. Based on the USD1.3 million average construction cost for each of the 34 complete rides, the cost to complete the remaining 8 rides is estimated at USD10.6 million. Overall 23. Set out below is an ERV summary of the fixed assets of Jungleland: ERV of Jungleland project Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Effective ERV% Land 52,081,664 80% 41,665,331 70% 29,165,732 56% Buildings and improvements 35,983,518 50% 17,991,759 50% 8,995,880 25% Machine and equipments 12,990,025 50% 6,495,013 50% 3,247,506 25% Furniture, fixtures and office equipments* 224, % 224,731 70% 157,312 70% Motor vehicle* 13, % 13,703 70% 9,592 70% Project-in-progress 10,382,181 50% 5,191,091 50% 2,595,545 25% Total NBV 111,675,823 71,581,628 44,171,567 40% *Asset classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix With a total Market ERV of USD71.6 million, it represents an EBITDA multiple of approximately 31.2 times. 7

203 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 GAP Appendix 8 GAP s Other Realisable Assets Inventories (USD13 million) 1. Set out below is a breakdown of GAP s inventories by project: Item Residential Waterpark Hotel Condotel Jungle Fest Jungleland Others Consolidation Condotel in-progress 6,472, ,472,502 Housing/Shophouse in-progress 1,865, ,865,709 Land ready for sale 2,429, ,445 2,566,571 Building - - 2,087, ,929 2,185,431 Food and beverages - 20,549 88, , ,391 Total Inventories 10,767,338 20,549 2,175, , ,224 13,254,605 *Asset classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 Inventories - Residential 2. GAP s residential inventory is comprised as follows: 2.1. condotel in-progress (USD6.5 million) refers to the Jungle Sky apartments; 2.2. shophouses in-progress (USD1.9 million) refers to the Kavling Tirta shophouses; and 2.3. land ready for sale (USD2.4 million). 1

204 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Project status Jungle Sky condotel Kavling Tirta shophouses Construction progress as at December % 59.0% Estimated completion date February 2018 April 2018 Cost to complete IDR62 billion (USD4.7 million) IDR9.2 billion (USD692K) 4. On the basis that the projects in progress are approximately halfway complete and require substantial further cost and time (approximately 1 year) to be finished, it is appropriate to adopt a Market ERV of 75% to reflect the project completion discount likely associated with an arms-length transaction and the general Enforcement ERV of 70%. 3. Set out below is a summary of the status of the Jungle Sky apartments and Kavling Tirta shophouses projects: 5. Set out below is a summary of under GAP s residential land ready for sale inventory: No. Plot Book Value / Acquisition cost (USD 000) 1 Tahap 1 106,169 2 Bukit Nirwana 1 29,998 3 Tirta Nirwana 96,969 4 Harmony 4 289,529 5 Cendana 87,502 6 The Cliff 195,930 7 Fusion Walk 80,226 8 Olive Fusion 125,702 9 Indigo Fusion 617, Area Komersial CBD 799,872 Total 2,429,126 2

205 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Overall 7. We have adopted a Market and Enforcement ERV assumption of 75% and 70% respectively for condotel and shophouses in-progress. On the basis that land ready for sale is completed inventory stock, we have applied the general Market ERV and Enforcement ERV assumptions of 95% and 70% respectively. 8. Following the sale of 39 deluxe suites and 134 Hotel Condotel units, GAP has 50 condotel units as remaining inventory ready for sale. 6. Set out below is an ERV summary for the residential project inventory: ERV of Residential project Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Effective ERV% Condotel in-progress 6,472,502 75% 4,854,377 70% 3,398,064 53% Housing/Shophouse in-progress 1,865,709 75% 1,399,282 70% 979,497 53% Land ready for sale 2,429,126 95% 2,307,670 70% 1,615,369 67% Total NBV 10,767,338 80% 8,561,329 70% 5,992,930 56% Inventories - Hotel Condotel 9. Set out below is a summary of the remaining 50 Hotel Condotel units available for sale: Unit book value Number of Total book Condotel type Size (m 2 ) (USD) units value (USD) 1 Bed A 36 35, ,098,375 2 Bed A 65 63, ,761 1 Bed B 42 41, ,367 Total 50 2,087,502 3

206 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Overall 11. We have adopted a nil Market ERV assumption for food and beverages on the basis that these are highly perishable and immaterial in value. Net book value Residential Waterpark Hotel Condotel Jungle Fest Jungleland Others Total Total NBV 10,767,338 20,549 2,175, , ,224 13,254,605 Market ERV % 80% 0% 91% 0% 0% 100% 81% 10. Set out below is an ERV summary of the inventory of Hotel Condotel Project: ERV of Hotel Condotel project Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Effective ERV% Building 2,087,502 95% 1,983,127 70% 1,388,189 67% Food and beverages 88,360 0% - 0% - 0% Total NBV 2,175,862 1,983,127 1,388,189 64% 12. Set out below is the summary of the overall ERV analysis for GAP s inventories: Market ERV ($) 8,561,329-1,983, ,224 10,780,679 Enforcement ERV % 70% 70% 70% 70% Enforcement ERV ($) 5,992,930-1,388, ,357 7,546,475 Overall Effective ERV% 56% - 64% % 57% 4

207 BLD Investments Pte. Ltd. Fairness Opinion 14 August The majority of GAP s other third party receivables balance relates to a USD59 million receivable owing from PT Gili Tirta Anugrah ( GTA ) ( Key Receivable ). 14. In October 2014, GAP entered into a transaction which involved the purchase of a 500 Ha land at Kebun Menteng, Jonggol ( Kebun Menteng ) from PT Bukit Jonggol Asri ( BJA ) at IDR917 billion (USD68 million) ( Land Transaction ) which would be settled by way of the following: offset of existing IDR117 billion (USD9 million) balance due from BJA to GAP (already occurred); and remaining IDR800 billion (USD59 million) to be settled by way of the Key Receivable being assigned from GTA to BJA (to offset the equivalent payable owed by GAP for the purchase of the land) which has not occurred yet. 15. For this transaction to complete, the land use right of Kebun Menteng needs to first be converted from Business Use Right Certificate ( SHGU ) to Building Use Right Certificate ( SHGB ) this is currently still in process. 16. When undertaking an enforcement assessment, there are two possible assumptions in respect of the status of the Land Transaction: Land Transaction has completed Kebun Menteng is recognised as an asset on GAP s balance sheet and Market and Enforcement ERV assumptions are adopted for the property; or Land Transaction has not completed GAP continues to hold the Key Receivable and Market and Enforcement ERV assumptions are adopted in respect of the Key Receivable. 17. For the purpose of this enforcement assessment, we assume that the Land Transaction has not yet completed at the time of enforcement. Other third party receivables (USD65 million) 5

208 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Overall Effective ERV% 18. Set out below is an ERV summary for GAP s other third party receivables: Item Book Value % Recovery on BV Market ERV % Recovery on Market ERV Enforcement ERV Key Receivable *Asset classes where general Market and Enforcement ERV assumptions have been applied as set out in Appendix 6 59,408, % 59,408,881,63 70% 41,586,217 70% Other Receivables* 5,765, % 5,765,187 70% 4,035,631 70% Total Third Party Receivables - Other 65,174, % 65,174,069 70% 45,621,848 70% 6

209 BLD Investments Pte. Ltd. Fairness Opinion 14 August 2017 Overall Effective ERV% Sukaharja dan Tarjurhalang 9,277,670 95% 8,813,786 70% 6,169,650 67% Mulyaharja 3,328,992 95% 3,162,543 70% 2,213,780 67% Pamoyanan 5,838,607 95% 5,546,677 70% 3,882,674 67% Total Land for Development 18,445,269 95% 17,523,006 70% 12,266,104 67% Land for development (USD18 million) 19. A summary of GAP s land for development is set out below: Land parcel Book Value Size (Ha) (USD) Sukaharja dan Tarjurhalang 9,277, Mulyaharja 3,328, Pamoyanan 5,838, Total 18,445, Set out below is an ERV summary of GAP s land for development: Item Book Value % Recovery Market % Recovery on Enforcement on BV ERV Market ERV ERV 21. We have assumed a Market ERV of 95% and Enforcement ERV of 70% for land for development. 7

210 BLD Investments Pte. Ltd. Fairness Opinion 14 August The Ascention Loan was advanced on 27 June 2016 and due for repayment on 26 June 2017 with a 10% interest rate applicable. Overall Effective ERV% 25. Given the short-term nature of this investment and that there is no further information available to us, we have conservatively assumed a 100% recovery on Market ERV and 70% recovery on Enforcement ERV. Short-term investments (USD22 million) 22. GAP s short-term investment is comprised of loan advanced to Ascention Pte. Ltd. ( Ascention Loan ) 24. Set out below is an ERV summary of Short Term Investments: Item Book Value % Recovery Market % Recovery on Enforcement on BV ERV Market ERV ERV Investments in Ascention Pte Ltd 21,549, % 21,549,872 70% 15,084,911 70% Short-term investments 21,549, % 21,549,872 70% 15,084,911 70% 8

211 APPENDIX 7 GAP SHARES TRUST DEED

212 FORM OF TRUST DEED THIS DEED OF TRUST (this Deed ) is made by way of deed poll on [ ] 2017 by: (1) Madison Pacific Trust Limited (the GAP Shares Trustee, which expression, where the context so admits, includes all persons for the time being the trustee or trustees of the trusts created by this Deed). IN FAVOUR OF (2) THE BENEFICIARIES, as such term is defined below. WHEREAS (A) (B) (C) BLD Investments Pte. Ltd. (the Scheme Company ), an affiliate of PT Prima Bisnis Utama ( PBU ), proposes to enter into a scheme of arrangement ( Scheme ) pursuant to section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore with the Scheme Creditors. Under the terms of the Scheme: (i) PBU will (among other things) cause the distribution of the GAP Shares to Eligible Scheme Creditors; and (ii) GAP Shares that would otherwise have been distributed to Ineligible Scheme Creditors will instead be transferred to the GAP Shares Trustee to be held by the GAP Shares Trustee on trust for the benefit of the Ineligible Scheme Creditors (as Beneficiaries) in accordance with the terms of this Deed. The terms of the Scheme are described in further detail in the scheme document dated 31 August 2017 which contains, among other things, the explanatory statement of the Scheme Company relating to the Scheme (the Scheme Document ). DEFINITIONS Unless otherwise indicated, capitalised words and phrases used in this Deed have the meaning provided in the Scheme Document. In addition: Appointee has the meaning given to it in Clause 4.4. Bar Date Scheme Creditors means, together, each Eligible Scheme Creditor and each Ineligible Scheme Creditor who establishes entitlement to the Scheme Consideration in accordance with Clause 1.2 prior to the Bar Time. Beneficiaries means the Ineligible Scheme Creditors (as such term is defined in the Scheme Document). Calculation Report means a calculation report substantially in the form set out in Schedule 1 of this Deed. Cash Distribution means any dividend, distribution or other payment made by GAP to the GAP Shares Trustee in respect of the Residual GAP Shares that is not a Non-Cash Distribution. Distributed Cash Distributions means the aggregate amount of Cash Distributions distributed to all Ineligible Scheme Creditors who establish, prior to the Bar Time, their entitlement to the Scheme Consideration in accordance with Clause 1.2. Distributed GAP Shares means the aggregate number of GAP Shares distributed to all Ineligible Scheme Creditors who establish, prior to the Bar Time, their entitlement to the Scheme Consideration in accordance with Clause 1.2. Distributed Non-Cash Distributions means the aggregate amount of Non-Cash Distributions distributed to all Ineligible Scheme Creditors who establish, prior to the Bar Time, their entitlement to the Scheme Consideration in accordance with Clause 1.2. Eligible Pro Rata Share means, in relation to any Bar Date Scheme Creditor, a number of Undistributed GAP Shares, or number or proportion (as applicable) of any Undistributed Non-Cash Distributions or proportion of any Undistributed Cash Distributions (as the case may be) reflecting:

213 (a) (b) (c) in the case of Undistributed GAP Shares, the same proportion of the Undistributed GAP Shares held by the GAP Shares Trustee on the Bar Date (subsequent to the distribution of any Distributed GAP Shares); in the case of any Undistributed Non-Cash Distribution, the same proportion of the Undistributed Non-Cash Distribution held by the GAP Shares Trustee on the Bar Date (subsequent to the distribution of any Distributed Non-Cash Distributions); and in the case of any Undistributed Cash Distributions, the same proportion of the Undistributed Cash Distributions held by the GAP Shares Trustee on the Bar Date (subsequent to the distribution of any Distributed Cash Distributions); in each case as the proportion that the amount of the Voting Claims of that Bar Date Scheme Creditor bore to the aggregate of the Voting Claims of all Bar Date Scheme Creditors at the Record Time. Ineligible Pro Rata Share means, in relation to any Ineligible Scheme Creditor, a number of Residual GAP Shares or number or proportion (as applicable) of any Non-Cash Distributions or proportion of Cash Distributions (as the case may be) reflecting: (a) (b) (c) in the case of Residual GAP Shares, the same proportion of the Residual GAP Shares held by the GAP Shares Trustee on the date of this Deed; in the case of any Non-Cash Distribution, the same proportion of the Non-Cash Distribution received by the GAP Shares Trustee on the date that it was distributed by GAP; and in the case of any Cash Distribution, the same proportion of the Cash Distribution received by the GAP Shares Trustee on the date it was distributed by GAP; in each case as the proportion that the amount of the Voting Claims of that Ineligible Scheme Creditor bore to the aggregate of the Voting Claims of all Ineligible Scheme Creditors at the Record Time. Non-Cash Distributions means any distributions made by GAP to the GAP Shares Trustee in respect of the Residual GAP Shares that are not in the form of cash. Residual GAP Shares means the number of GAP Shares equal to the sum of: (i) the total number of Remaining GAP Shares; less (ii) the number of Remaining GAP Shares that are distributed to Eligible Scheme Creditors on the Settlement Date. Trustees Act means the Trustees Act (Cap 337, 2005 Rev Ed) of the Republic of Singapore. Undistributed Cash Distribution means an amount equal to the sum of: (i) the total aggregate Cash Distributions; less (ii) the Distributed Cash Distributions. Undistributed GAP Shares means the number of GAP Shares equal to the sum of: (i) the total number of Residual GAP Shares; less (ii) the total number of Distributed GAP Shares. Undistributed Non-Cash Distribution means such amount of the Non-Cash Distribution equal to the sum of: (i) the aggregate Non-Cash Distributions; less (ii) the Distributed Non-Cash Distributions. THIS DEED WITNESSES AND IT IS HEREBY DECLARED AS FOLLOWS: 1. DECLARATION OF TRUST 1.1 The GAP Shares Trustee hereby declares that it shall hold the Residual GAP Shares, any Cash Distributions and any Non-Cash Distributions in connection with the Residual GAP Shares on trust for the benefit of the Beneficiaries in accordance with the terms of this Deed, such that each Beneficiary has a beneficial entitlement to its Ineligible Pro Rata Share. 2

214 1.2 In the event that any Ineligible Scheme Creditor: (a) (b) (c) establishes, prior to the Bar Time, to the reasonable satisfaction of the Scheme Manager that it held a beneficial interest as principal in the Notes at the Record Time or is the Trustee (in respect of the Remuneration and Expenses Claim only); makes the Securities Law Representations for the benefit of the Scheme Company, the Parent, the Scheme Manager, and the GAP Shares Trustee; provides the details of a securities account (with a bank that is a participant in C-BEST) designated by such Ineligible Scheme Creditor to receive its Ineligible Pro Rata Share; the Scheme Manager shall deliver a Calculation Report to the GAP Shares Trustee in accordance with Clause 1.3 of this Deed and subject to compliance by that Scheme Creditor with its obligations under Clause 1.4 of this Deed and receipt of such Calculation Report, the GAP Shares Trustee shall transfer (or procure the transfer of) such Ineligible Scheme Creditor s Ineligible Pro Rata Share of the Residual GAP Shares and any Non-Cash Distributions to the designated securities account as notified by the Scheme Manager pursuant to the Calculation Report as soon as reasonably practicable thereafter, but in any event no later than the Final Settlement Date. The GAP Shares Trustee shall effect the transfers and/or distributions in accordance with the Calculation Report provided by the Scheme Manager and shall not be obliged to distribute any such amount other than as provided therein. 1.3 Promptly following satisfaction of the conditions outlined in Clause 1.2 of this Deed by any Ineligible Scheme Creditor and in any event no later than the date falling five (5) Business Days prior to the date on which any distribution is to be made under this Deed, the Scheme Manager shall deliver a duly completed Calculation Report to the GAP Shares Trustee in relation to the distribution which is required to be made to that Ineligible Scheme Creditor. 1.4 Each Ineligible Scheme Creditor who satisfies the criteria outlined in paragraphs (a) through (c) (inclusive) of clause 1.2 of this Deed shall, promptly, but in no event later than the Bar Time, supply or procure the supply of, all documentation and other evidence as may be reasonably requested by the GAP Shares Trustee (for itself) in order for the GAP Shares Trustee to comply with all necessary know your customer or other similar checks that it is required to comply with in order to make the distributions to such Ineligible Scheme Creditor under the terms of this Deed. 1.5 Provided that the GAP Shares Trustee is satisfied that it has complied with all necessary know your customer or other similar checks to enable it to distribute Scheme Consideration to that Ineligible Scheme Creditor, the GAP Shares Trustee shall effect the transfers and/or distributions to such applicable Ineligible Scheme Creditor in accordance with Clause 1.2 of this Deed. For the avoidance of doubt, the failure of one Ineligible Scheme Creditor to complete any applicable know your customer or other similar checks shall not prejudice the distribution of Scheme Consideration to any other Ineligible Scheme Creditor. 1.6 In the event that any Ineligible Scheme Creditor does not, prior to the Bar Time: (a) (b) (c) (d) establish that it held a beneficial interest as principal in the Notes at the Record Time to the reasonable satisfaction of the Scheme Manager or is the Trustee (in respect of the Remuneration and Expenses Claim only); make the Securities Law Representations for the benefit of the Scheme Company, the Parent, the Scheme Manager, and the GAP Shares Trustee; provide the details of a securities account (with a bank that is a participant in C-BEST) designated by such Ineligible Scheme Creditor to receive its Ineligible Pro Rata Share; or fully satisfy all necessary know your customer or other similar checks in relation to any distribution to be made to it by the GAP Shares Trustee under this Deed; 3

215 on the Final Settlement Date; (i) (ii) such Ineligible Scheme Creditor shall cease to hold any interest (beneficial or otherwise) in the Residual GAP Shares and any Non-Cash Distributions or Cash Distributions; and the Scheme Manager shall deliver a Calculation Report in accordance with Clause 1.7 of this Deed and subject to compliance by that Bar Date Scheme Creditor with its obligations under Clause 1.8 and receipt of the Calculation Report, the GAP Shares Trustee shall transfer (or procure the transfer of) such Bar Date Scheme Creditor s Eligible Pro Rata Share of the Undistributed GAP Shares and any Undistributed Non-Cash Distributions or Undistributed Cash Distributions. The GAP Shares Trustee shall effect the transfers and/or distributions in accordance with the Calculation Notice provided by the Scheme Manager and shall not be obliged to distribute any such amount other than as provided therein. 1.7 No later than 5 Business Days before the Final Settlement Date, the Scheme Manager shall deliver a duly completed Calculation Report to the GAP Shares Trustee in relation to the distributions to be made by the GAP Shares Trustee under the terms of this Deed on the Final Settlement Date. 1.8 Each Bar Date Scheme Creditor who has not completed all necessary know your customer or similar checks of the GAP Shares Trustee shall, promptly, but no event later than 5 Business Days before the Final Settlement Date, supply or procure the supply of, all documentation and other evidence as may be reasonably requested by the GAP Shares Trustee (for itself) in order for the GAP Shares Trustee to comply with all necessary know your customer or other similar checks that it is required to comply with in order to make distributions to that Bar Date Scheme Creditor on the Final Settlement Date. The GAP Shares Trustee shall be entitled (but not obliged) to accept all such documentation and other evidence until the Final Settlement Date. 1.9 Provided that the GAP Shares Trustee is satisfied that it has complied with all necessary know your customer or other similar checks to enable it to distribute Scheme Consideration to that Bar Date Scheme Creditor, the GAP Shares Trustee shall only effect the transfers and/or distributions to such applicable Bar Date Scheme Creditor on the Final Settlement Date in accordance with Clause 1.6 of this Deed. For the avoidance of doubt, the failure of one Bar Date Scheme Creditor to complete any applicable know your customer or other similar checks shall not prejudice the distribution of GAP Shares to any other Bar Date Scheme Creditor All notifications, opinions, determinations, certifications and calculations stated in the calculation notice, expressed, made or obtained by the Scheme Manager will (in the absence of manifest error) be binding on the GAP Shares Trustee In the event that the GAP Shares Trustee is unable to distribute any Undistributed GAP Shares, Undistributed Non-Cash Distributions and/or Undistributed Cash Distributions to any Bar Date Scheme Creditor by the Final Settlement Date on the basis that the GAP Shares Trustee is not fully satisfied that it has complied with all necessary know your customer or other similar checks in relation to that Bar Date Scheme Creditor to enable it to distribute such Undistributed GAP Shares, Undistributed Non-Cash Distributions and/or Undistributed Cash Distributions to that Bar Date Scheme Creditor in accordance with the terms of this Deed, the Scheme Manager may apply to the Court for further directions and/or orders (including but not limited to an application pursuant to Section 210(10A) of the Act). 2. CASH DISTRIBUTIONS In the event that the GAP Shares Trustee receives any Cash Distributions, it shall: (a) (b) distribute to any Ineligible Scheme Creditor who satisfies the conditions set out in Clause 1.2 of this Deed, such Ineligible Scheme Creditor s Ineligible Pro Rata Share of the Cash Distributions as soon as reasonably practicable after such Ineligible Scheme Creditor satisfies such conditions, but in any event no later than the Final Settlement Date, provided that such Ineligible Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee; and distribute to each Bar Date Scheme Creditor such Bar Date Scheme Creditor s Eligible Pro Rata Share 4

216 of the Undistributed Cash Distributions following distribution of the Distributed Cash Distributions to Ineligible Scheme Creditors on the Final Settlement Date and in accordance with paragraph (a) above, provided that such Bar Date Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee. 3. ROLE OF GAP SHARES TRUSTEE 3.1 Section 3A(1) of the Trustees Act shall not apply to any function of the GAP Shares Trustee in relation to any trust constituted under this Deed. Where there are any inconsistencies between the Trustees Act and the provisions of this Deed, the provisions of this Deed shall, to the extent allowed by law, prevail. 3.2 The Scheme Manager shall make available to the GAP Shares Trustee such information and records and provide such assistance as the GAP Shares Trustee may request for the purposes of performing its functions as GAP Shares Trustee under this Deed. 3.3 The GAP Shares Trustee shall not be responsible for acting upon any written instruction purporting to be provided by a Beneficiary in accordance with the terms of this Deed, save in relation to its own gross negligence, willful default or fraud. 3.4 The GAP Shares Trustee shall not be under any duty to determine or calculate, or verify any determination or calculation of or relating to, any amounts relating to Residual GAP Shares, Non-Cash Distributions, Cash Distributions, Undistributed GAP Shares, Undistributed Non-Cash Distributions and/or Undistributed Cash Distributions, but will rely solely upon and act in accordance with any instructions, data or information stated in the relevant Calculation Report provided by the Scheme Manager. The GAP Shares Trustee shall not be liable in any way for its reliance on the instructions, data or information provided by the Scheme Manager. 3.5 No provision of this Deed shall require the GAP Shares Trustee to do anything which may: (a) be illegal or contrary to applicable law or regulation; or (b) cause it to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its own rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or satisfactory indemnity against such risk or liability is not assured to it. 3.6 Save as expressly otherwise provided in this Deed, the GAP Shares Trustee shall have absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts, powers, authorities and discretions under this Deed (the exercise or non-exercise of which as between the GAP Shares Trustee and the Beneficiaries shall be conclusive and binding on the Beneficiaries) and shall not be responsible for any liabilities, losses, costs, charges or expenses which may result from their exercise or non-exercise (save in relation to its own gross negligence, willful default or fraud) and in particular the GAP Shares Trustee shall not be bound to act at the request or direction of the Beneficiaries or otherwise under any provision of this Deed or to take at such request or direction or otherwise any other action under any provision of this Deed unless it shall first be indemnified and/or secured to its satisfaction against all liabilities, losses, costs, charges and expenses to which it may render itself liable or which it may incur by so doing. 3.7 As between itself and the Beneficiaries the GAP Shares Trustee may determine all questions and doubts arising in relation to any of the provisions of this Deed. Such determinations, whether made upon such a question actually raised or implied in the acts or proceedings of the GAP Shares Trustee, will be conclusive and shall (in the absence of manifest error) bind the GAP Shares Trustee and the Beneficiaries. 3.8 Notwithstanding anything else herein contained, the GAP Shares Trustee may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction, any court order or arbitral award or any directive or regulation of any agency or any state or which would or might otherwise render it liable to any person or which it would not have the power to do in that jurisdiction and may do anything which is, in its opinion, necessary to comply with any such law, court order, arbitral award, directive or regulation. 3.9 Notwithstanding anything to the contrary in this Deed, the GAP Shares Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to this Deed, save in relation to its own gross negligence, willful default or fraud. 5

217 4. APPOINTEES 4.1 Whenever it considers it expedient in the interests of the Beneficiaries, the GAP Shares Trustee may, in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the GAP Shares Trustee (including the receipt and payment of money). 4.2 Whenever it considers it expedient in the interests of the Beneficiaries, the GAP Shares Trustee may delegate to any person subject to using reasonable care in such delegation on any terms (including power to subdelegate) all or any of its functions. 4.3 In relation to any asset held by it under this Deed, the GAP Shares Trustee may appoint any person to act as its nominee or custodian on any terms. 4.4 Provided that the GAP Shares Trustee exercises reasonable care in selecting any agent, delegate, nominee or custodian appointed under this Clause 4 (an Appointee ), the GAP Shares Trustee will not have any obligation to supervise the Appointee and will not be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of the Appointee's misconduct or default or the misconduct or default of any substitute appointed by the Appointee. 5. RETIREMENT OF GAP SHARES TRUSTEES AND APPOINTMENT OF CO-GAP SHARES TRUSTEES 5.1 Any GAP Shares Trustee may retire at any time on giving at least thirty (30) days' prior written notice to the Beneficiaries, without giving any reason and without being responsible for any costs occasioned by such retirement. If any GAP Shares Trustee gives notice of retirement at a time when it is the sole GAP Shares Trustee, that GAP Shares Trustee shall, as soon as reasonably practicable, appoint another entity selected by that GAP Shares Trustee as its successor. 5.2 The retiring GAP Shares Trustee shall make available to the successor GAP Shares Trustee such documents and records and provide such assistance as the successor GAP Shares Trustee may reasonably request for the purposes of performing its functions as the GAP Shares Trustee under this Deed. 5.3 No retirement of a GAP Shares Trustee shall be effective unless the retiring GAP Shares Trustee has delivered all Residual GAP Shares and any Cash Distributions and/or Non-Cash Distributions held by it to the successor GAP Shares Trustee. 5.4 The GAP Shares Trustee may, by written notice to the Beneficiaries appoint anyone to act as an additional GAP Shares Trustee jointly with the GAP Shares Trustee: (a) (b) (c) if the GAP Shares Trustee considers such appointment to be in the interests of the Beneficiaries; to conform with any legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed; or to obtain a judgment or to enforce a judgment or any provision of this Deed in any jurisdiction. Subject to the provisions of this Deed the GAP Shares Trustee may confer on any person appointed as an additional GAP Shares Trustee such functions as it thinks fit. The GAP Shares Trustee may by written notice to the Beneficiaries and that person remove any person appointed as an additional GAP Shares Trustee. 5.5 If there are more than two GAP Shares Trustees the majority of them acting together will be competent to perform the GAP Shares Trustee's functions. 6. TERMINATION On the Final Settlement Date: 6

218 (a) (b) (c) (d) the GAP Shares Trustee shall transfer (or procure the transfer) to each Ineligible Scheme Creditor who satisfies the conditions set out in Clause 1.2 of this Deed its Ineligible Pro Rata Share of the Residual GAP Shares, any Cash Distributions and any Non-Cash Distributions (to the extent not already transferred in accordance with Clauses 1.2 and 2(a) of the Deed), provided that such Ineligible Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee; the GAP Shares Trustee shall transfer (or procure the transfer) to each Bar Date Scheme Creditor its Eligible Pro Rata Share of the Undistributed GAP Shares, any Undistributed Cash Distributions and any Undistributed Non-Cash Distributions following the distribution of the Residual GAP Shares, any Cash Distributions and any Non-Cash Distributions to Ineligible Scheme Creditors in accordance with paragraph (a) above, provided that such Bar Date Scheme Creditor has completed all necessary know your customer or similar checks of the GAP Shares Trustee; any fees owed to the GAP Shares Trustee and other costs incurred up to the Final Settlement Date shall be paid to the account of the GAP Shares Trustee by the Parent or an affiliate of the Parent; and immediately following completion of the transfers described in paragraphs (a) and (b) above, and the payment of the GAP Shares Trustee s fees and costs in paragraph (c) above, this Deed shall terminate. 7. CONFLICT This Deed is expressly intended to supplement the obligations set out in the Scheme. If at any time there shall be any conflict between the provisions of this Deed and the provisions of the Scheme, the provisions of the Scheme shall prevail. 8. THIRD PARTIES This Deed is for the benefit of the Beneficiaries and the Beneficiaries shall be able to enforce the terms of this Deed. Save as aforesaid, a person who is not a party to this Deed shall have no rights, whether under the Contracts (Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed) or otherwise, to enforce any of its terms. 9. GOVERNING LAW This Deed and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (a Dispute ), shall be governed by and construed in accordance with the laws of the Republic of Singapore. 10. DISPUTE RESOLUTION 10.1 Any Dispute will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules (the SIAC Rules ) of the Singapore International Arbitration Centre (the SIAC ) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of three arbitrators. The claimant(s) shall jointly nominate one arbitrator (in the Notice of Arbitration) and the respondent(s) shall jointly nominate one arbitrator (in the Response to the Notice of Arbitration). If the respondent(s) fail to nominate an arbitrator within 14 days after receipt of the claimants nomination of an arbitrator, the president of the SIAC ( President ) shall proceed to appoint an arbitrator on their behalf. The two arbitrators so appointed shall nominate a third arbitrator who shall act as the presiding arbitrator of the tribunal. If the two arbitrators so appointed fail to nominate a third presiding arbitrator within 14 days of the appointment of the second arbitrator, the President shall appoint the third presiding arbitrator. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the claimants and respondents. The GAP Shares Trustee agrees that any award rendered by the arbitral tribunal may be enforced by any court having jurisdiction over the claimants and respondents or over their respective assets wherever the same may be located. The GAP Shares Trustee and the Beneficiaries undertake to carry out any award of the arbitral tribunal without delay. The governing law of this arbitration Clause shall be the laws of the Republic of 7

219 Singapore Nothing in this Clause 10 shall prevent any Beneficiary from seeking conservatory or interim relief (including injunction, specific performance or other similar or comparable forms of equitable relief) from any court of competent jurisdiction pending the final determination of any Dispute by the arbitral tribunal. 11. NOTICES 11.1 Any notice, instruction or other written communication to be given to the GAP Shares Trustee under or in relation to this Deed shall be given in writing and shall be deemed to have been duly given if it is delivered by hand or sent by Post, fax or electronic mail to the GAP Shares Trustee at: Address: 1720, 17th Floor, Tower One, Admiralty Centre, 18 Harcourt Road, Hong Kong Fax: Attention: David Naphtali/Holly Yuen or such other address as may be notified by the GAP Shares Trustee to the Beneficiaries from time to time. For the purposes of this Deed, an electronic communication will be treated as being in writing Any notice, instruction or other written communication to be given to the GAP Shares Trustee under or in relation to this Deed shall be deemed to have been served: (a) (b) (c) if delivered by hand, on the first Business Day following delivery; if sent by Post, on the second Business Day after posting if the recipient is in the country of dispatch, and otherwise on the seventh day after posting; and if sent by fax or electronic mail, when received in legible form. 8

220 IN WITNESS of which this Deed has been duly executed and delivered as a deed poll on the date first appearing on this Deed. The GAP Shares Trustee EXECUTED AND DELIVERED AS A DEED ) by MADISON PACIFIC TRUST LIMITED ) acting by its duly authorised signatory ) Name: Designation: 9

221 SCHEDULE 1 Calculation Report Schedule Example Distributi on Date 25 August 2017 Name of Creditor XYZ Pte Ltd Type of Creditor (i.e. Eligible Scheme Creditor/ Ineligible Scheme Creditor who satisfies condition s set out in Clause 1.2 of the Trust Deed / Bar Date Scheme Creditor) Eligible Scheme Creditor Nature of distributi on (i.e. Residual GAP Shares/ Non-Cash Distributi on/ Cash Distributi on/ Undistrib uted GAP Shares/ Undistrib uted Non- Cash Distributi on /Undistrib uted Cash Distributi on) Residual GAP Shares Pro rata portion Currency/ Shares Bank Account Details/ Custodian account details (C- BEST) 50% 200 Agent:[ ] Agent BIC: [ ] Account Name: [ ] Securities Account No: [ ] SID: [ ] Cash Account Details [ ] 10

222 APPENDIX 8 WARRANT INSTRUMENT

223 THIS WARRANT AGREEMENT is made the [ ] day of [ ] 2017 BY AND BETWEEN PERJANJIAN WARAN INI dibuat pada tanggal [] 2017 OLEH DAN DI ANTARA PT BAKRIELAND DEVELOPMENT TBK, a company established and existing under the laws of the Republic of Indonesia whose registered office is at Wisma Bakrie 1, Lantai 6 and 7, Jalan H.R. Rasuna Said Kaveling B-1, Jakarta, Indonesia (the Company); and THE INITIAL WARRANTHOLDERS listed in Schedule 4 (The Warrantholders) (and together with the other Entitled Scheme Creditors (as defined below), the Warrantholders). WHEREAS BLD Investments Pte. Ltd., a wholly owned subsidiary of the Company, entered into a scheme of arrangement ( Scheme ) pursuant to section 210 of the Companies Act (Chapter 50, 2006 Revised Edition) of the Republic of Singapore with its Scheme Creditors on [date]. The Scheme was sanctioned by way of an order of the High Court of the Republic of Singapore (the Court) dated [date]. In connection with the Scheme, the Company provided an undertaking to (among others) the Court and the Scheme Creditors to use best efforts to obtain approval of its shareholders to issue the Warrants (as described below). WHEREAS under the terms of the Scheme, the Company will issue and deliver Warrants to Scheme Creditors who establish their entitlement to the Warrants prior to the Bar Time (the Scheme Document ). Now therefore, in consideration of the mutual promises and covenants herein, the Company hereby agrees and undertakes in favour of the Warrantholders, and the Warrantholders hereby agree with the Company, as follows: PT BAKRIELAND DEVELOPMENT TBK,sebuah perusahaan yang didirikan berdasarkan hukum Republik Indonesia yang berkantor di Wisma Bakrie 1, Lantai 6 dan 7, Jalan H.R. Rasuna Said Kaveling B-1, Jakarta, Indonesia (Perusahaan); dan PEMEGANG WARAN AWAL yang namanya tercantum dalam Jadwal 5 (Pemegang Waran) (dan bersama dengan Kreditor Skema Yang Tidak Daluwarsa (sebagaimana didefinisikan di bawah) (Pemegang Waran). BAHWA BLD Investments Pte. Ltd., adalah sebuah anak perusahaan yang sepenuhnya dimiliki oleh Perusahaan, mengusulkan untuk melakukan skema pengaturan ("Skema") sesuai dengan bagian 210 dari Undang-Undang Perusahaan (Bab 50, Edisi Revisi 2006) dari Republik Singapura. Dengan Skema Kreditor tertanggal [ ] Skema telah ditetapkan berdasarkan perintah Pengadilan Tinggi Singapura ("Pengadilan') tertanggal [ ]. Sehubungan dengan Skema, Perusahaan memberikan pernyataan (diantaranya) kepada Pengadilan dan Kreditor Skema untuk menggunakan upaya terbaiknya untuk memperoleh persetujuan pemegang saham untuk menerbitkan Waran (sebagaimana didefinisikan dibawah BAHWA berdasarkan ketentuan SkemaPerusahaan akan menerbitkan dan mengirimkan Waran kepada Kreditur Skema yang telah membuktikan,, hak mereka terhadap Waran sebelum Waktu Daluwarsa ("Dokumen Skema"). Oleh karena itu, dengan saling mempertimbangkan janji-janji yang tertulis di sini, Perusahaan dengan ini menyetujui dan berjanji kepada Pemegang Waran, dan Pemegang Waran dengan ini menyetujui, sebagai berikut: 1. INTERPRETATION 1. INTERPRETASI Definitions 1.1 In this Agreement, capitalised words and phrases have the meaning provided in the Scheme Document and/or the Conditions (as defined below). In addition: Certificate means a certificate in the form set out in Schedule 1 to this Agreement; Definisi 1.1 Dalam Perjanjian ini, kata-kata dan kalimatkalimat akan diartikan sesuai dengan Dokumen Skema dan / atau syarat (sebagaimana ditentukan dibawah). Lebih lanjut: Sertifikat berarti sertifikat dalam bentuk yang tercantum dalam Jadwal 1 Perjanjian ini;

224 Conditions means the conditions set out in Schedule 2 to this Agreement; Entitled Scheme Creditors means the Ineligible Scheme Creditors who establish, prior to the Bar Time, to the reasonable satisfaction of the Scheme Manager that: (a) in the case of a Noteholder, it held a beneficial interest as principal in the Notes at the Record Time; or (b) in the case of the Trustee, it had a Remuneration and Expenses Claim at the Record Time; and in each case makes the Securities Law Representations for the benefit of the Company (the Entitlement); GAP means PT Graha Andrasentra Propertindo, Tbk; Parties means collectively the Company and Warrantholders and individually each is a Party; PBU means PT Prima Bisnis Utama; Kondisi berarti kondisi yang ditetapkan dalam Jadwal 2 Perjanjian ini; Kreditor Skema Yang Berhak berarti Kreditur Skema yang Tidak Layak Syarat yang telah membuktikan, sebelum Waktu Kadaluarsa secara wajar kepada Menejer Skema, (a) dalam hal pemegang surat utang, menguasai kepentingan beneficial sebagai prinsipal atas Surat Utang pada saat Tanggal Pencatatam ata (b) dalam hal trustee, telah memiliki Renumerasi dan Klaim pengeluaran pada saa Tanggal Pencatatan dan dalam setiap hal membuat Pernyataan Hukum Pasar Modal untuk kepentingan Perusahaan (Hak); GAP berarti PT Graha Andrasentra Propertindo, Tbk; Para Pihak berarti secara bersama-sama, Perusahaan dan Pemegang Waran, dan masingmasing Pihak; PBU berarti PT Prima Bisnis Utama; Pro Rata Shares means, in relation to an Entitled Scheme Creditor, a number of Remaining Warrants reflecting the same proportion of the Remaining Warrants as the proportion that the amount of the Voting Claims of that Entitled Scheme Creditor bears to the aggregate of the Voting Claims of all Ineligible Scheme Creditors at the Record Time. Remaining Warrants means the number of Warrants equal to the sum of: (a) the aggregate number of Warrants; less (b) the number of Warrants issued and delivered to the Initial Warrantholders. Rupiah GAP Valution means Rp. [ ] (being the product of 8,563,472,860 and Rp. 140); Rupiah Outstanding Amount means Rp. 3,717,348,151,806 (being the aggregate of: (a) the amount outstanding under the Notes on 8 March 2017; and (b) the Trustee s Remuneration and Expenses Claim; converted into Indonesian Rupiah by applying the prevailing rate for the purchase of Indonesian Rupiah with U.S. Dollars on 8 March 2017); Bagian Pro Rata berarti, sehubungan dengan Kreditor Skema yang Berhak, jumlah Sisa Waran yang mencerminkan proporsi yang sama dari Sisa Waran sebagai proporsi jumlah Suara Klaim dari Kreditor Skema Yang Berhak yang menghasilkan jumlah Suara Klaim dari semua Kreditor Skema Yang Berhak pada saat Waktu Pencatatan Sisa Waran berarti jumlah waran yang sama dengan dengan jumlah (a) jumlah warran dikurangi (b) jumlah waran yang dikeluarkan dan diberikan kepada Pemgang Waran Awal Penilaian Rupiah GAP berarti Rp. [ ] (yaitu perkalian antara dan Rp. 140); Nilai Rupiah Yang Terhutang berarti Rp (yaitu terdiri atas (a) jumlah yang terhutang berdasarkan Surat Hutang tanggal 8 Maret 2017 dan (b) Klaim Renumersas dan Pengeluaran i Tustee dikonversikan menjadi Rupiah dengan menggunakan kurs yang berlaku untuk pembelian Rupiah terhadap Dolar A.S. pada 8 Maret 2017);

225 Warrants means the [2,518,461,951] warrants (each with face value of Rp1,000.00) to subscribe for [25,184,619,510] ordinary Shares subject to and in accordance with the terms of this Agreement and the Conditions and the Scheme. References to the Warrants shall as the context requires be construed as references to all or any of them; and Waran berarti [2,518,461,951] waran dimana setiap waranberdenominasi Rp1.000,00 untuk ditukarkan dengan [25,184,619,510] Saham biasa yang tunduk dan sesuai dengan persyaratan dalam Perjanjian ini dan Kondisi dan Dokumen Skeman. Rujukan kepada Waran akan ditafsirkan sebagai rujukan kepada semua atau salah satu dari mereka. 1.2 Interpretation 1.2 Interpretasi Words and expressions defined in Schedule 2 to this Agreement shall bear the same meaning where used in this Agreement. Kata dan ungkapan yang didefinisikan dalam Jadwal 2 pada Persetujuan ini akan memiliki arti yang sama bila digunakan dalam Perjanjian ini. 2. ISSUE OF WARRANTS 2. PENERBITAN WARRAN The Warrants 2.1 In order to settle the Rupiah Outstanding Amount, the Company hereby undertakes to issue the Warrants to the Warrantholders in accordance with this Agreement giving rights to subscribe for such number of Warrant Shares at the Warrant Strike Price as determined in accordance with the Conditions. The Warrants shall be subject to the Conditions. Waran 2.1 Untuk menyelesaikan Sisa Utang Perusahaan akan menerbitkan kepada Pemegang Waran sesuai dengan Persetujuan ini yang memberikan hak untuk membeli sejumlah Saham Waran pada Harga Strike Waran sebagaimana ditentukan sesuai dengan Kondisi. Waran akan tunduk pada Kondisi. The Warrants shall only be issued after the fullfillment of the following conditions: a. The occurrence of the Effective Date (as defined in the Scheme); b. the Company has obtained approval from a General Meeting of Shareholders of the Company ("GMS"), which approval the Company shall use best efforts to obtain in accordance with applicable OJK regulations; c. the Company has obtained the approval of all relevant regulatory authorities (including but not limited to OJK and IDX) (if required); and d. the Company fulfilling all applicable disclosure requirements under the Indonesia Capital Market Law for the issuance of Warrants under this Agreement. Waran hanya akan diterbitkan setelah terpenuhinya persyaratan sebagai berikut: a. Terjadinya Tanggal Efektif (sebagaimana ditentukan dalam Skema) b. Perusahaan telah memperoleh persetujaun dari Rapat Umum Pemegang Saham Perusahaan ("RUPS"), persetujuan mana yang akan diperoleh dengan dasar yang wajar dan upaya terbaik / best effort basis sebagaimana ditentukan dalam peraturan OJK. c. Perusahaan telah memperoleh persetujuan dari otoritas yang relevan (termasuk tetapi tidak terbatas pada OJK dan BEI) (bila diperlukan) dan c. Perusahaan telah memenuhi keterbukaan yang dipersyaratkan dalam ketentuan Hukum Pasar

226 Subject to IDX approval the Warrants will be registered and traded on the IDX Modal Indonesia bagi penerbitan Waran berdasarkan Perjanjian Penerbitan Waran ini Merujuk kepada persetujuan BEI, waran akan didaftrakan dan akan diperdagangkan melalui BEI Issue of Warrants and entitlement to Certificates 2.2 Immediately after the fullfillment of the conditions set out in clause 2.1 of this Agreement, the Company shall issue and deliver to each Initial Warrantholder the number of Warrants set out opposite that Initial Warrantholder s name in the column headed No. of Warrants in Schedule 4 (The Warrantholders). In the event that any Entitled Scheme Creditor establishes its Entitlement, the Company shall issue and deliver such Entitled Scheme Creditor s Pro Rata Share of the Remaining Warrants as soon as reasonably practicable thereafter but in any event no later than the Bar Time. The Warrants are issued in registered form and a signed Certificate (which shall have endorsed thereon the Conditions) will be issued to each Warrantholder in respect of its registered holdings of the Warrants. Each Certificate shall be executed by the Company in accordance with the provisions of the Articles. Form 2.3 The Warrants are issued in registered form. A Certificate will be issued to each Warrantholder in respect of its registered holding of Warrants. Each Warrant and each Certificate will be numbered serially which will be recorded on the relevant Certificate and in the Register which the Company will procure to be kept by the Registrar in accordance with Condition 8.4. In the event the Company lists the Warrants on the IDX, the Company shall amend this Agreement and issue and deliver one or more bookentry certificates as required by applicable law, the rules of the IDX, OJK and/or KSEI so as to facilitate transfers of beneficial interests in the Warrants to be effected through records maintained KSEI or its nominee and/or institutions that have accounts with KSEI. Penerbitan Waran dan hak menerima Sertifikat 2.2 Segera sesudah pemenuhan syarat dalamklausula 2.1Perjanjian ini, Perusahaan akan mengeluarkan dan menyampaikan kepada setiap Pemegang Waran Awal jumlah Waran sejumlah Waran sebagaimana ditulis di daftar nama Pemegang Waran di kolom yang berjudul "Jumlah Waran" di dalam Jadwal 4 (Pemegang Waran)Dalam hal terdapat Kreditor Skema Yang Berhak, Perusahaan hars mengeluarkan dan menyampaikan kepada Kreditor Skema yang Berhak,Bagian Pro Rata dari Sisa Waran sesegera yang dimungkinkan dalam parktik, namun hal tersebut tidak melampaui Waktu Kadarluarsa. Waran dikeluarkan dalam formulir register dan sertifikat yang ditandatangani (yang harus diendorse dalam kondisi) akan dikeluarkan kepada setiap pemegang waran sehubungan dengan daftar pemegang waran, setiap sertifikat harus ditanda tangani oleh Perusahaan sesuai dengan ketentuan anggaran dasar Formulir 2.3 Waran akan dikeluarkan dalam bentuk Formulir terdaftar. Sertifikat akan dikeluarkan bagi setiap Pemegang Waran sehubungan dengan pemilikan waran yang terdaftar. Setiap Waran dan setiap Sertfikat akan diberikan nomor secara serial yang akan di catat dalam Sertifikat yang relevan dan dalam daftar yang akan disediakan Perusahaan dan akan disimpan oleh Pencatat sesuai Kondisi 8.4 Dalam hal Perusahaan mencatat Waran pada IDX, Perusahaan harus memberitahukan kepada Pemegang Waran Awal dan mengeluarkan dan menyampaikan satu atau lebih Sertifikat tanpa warkat sebagaiman dipersyaratkan dalam hukum yang berlaku, peraturan BEI, OJK dan atau KSEI guna memfasilitasi pengalihan kepentingan pemilikan atas waran untuk dapat efektif melalui

227 pencatatn yang dikelola KSEI atau nominee atau institusi yang memiliki rekening dengan KSEI Documentary deliverables 2.4 Provided that such documents are required by the prevailing regulatory authorities, the Company shall (at the reasonable request of Warrantholder) deliver copies of any or all of the documents listed in this clause 2.4 to such Warrantholder: Penyampaiandokumen 2.4 Dalam dipersyaratkan oleh ketentuan yang berlaku Perusahaan wajib atas permintaan wajar Pemegang Waran,menyampaikan salinan setiap dan semua dokumen yang tercantum dalam klausul 2.4 ini,: (a) a copy of a resolution of the board of directors of the Company: (a) salinan resolusi direksi Perusahaan: (i) approving: (A) the terms of, and the issue of the Warrants contemplated by, this Agreement and resolving that it execute and perform this Agreement; abd (B) the issue and allotment of Warrant Shares to the Warrantholders upon exercise of the Warrants; (i) Menyetujui:(A) persyaratan, dan penerbitan Waran yang dimaksud oleh Perjanjian ini dan menyetujui penandatanganan Perjanjian ini; (B) penerbitan dan penjatahan Saham Waran kepada Pemegang Waran pada saat pelaksanaan Waran; (C) konversi Waran menjadi Saham Waran; (ii) authorising each director of the company to execute this Agreement on its behalf; (ii) [ ] (iii) authorizing a specified person or person, on its behalf, to sign and/or dispatch all certificates, documents and notices (including Certificates) to be signed and/or dispatched by it under or in connection with this Agreement and the Warrants; (iii) memberi otorisasi kepada orang atau pihak tertentu, untuk menandatangani dan / atau mengirimkan semua sertifikat, dokumen dan pemberitahuan (termasuk Sertifikat) yang akan ditandatangani dan / atau dikirim olehnya di bawah atau sehubungan dengan Perjanjian ini dan Waran, jangka waktu 1 (satu) tahun untuk (1) periode lebih lanjut selama masa keberlakuan Waran; (iv) in the event that the approval of the shareholders are obtained for the issuance of the Warrants, approving the allotment and issuance the Warrant Shares to the Warrantholders upon the (iv) Dalam persetujuan pemgang saham diperoleh, memberi wewenang kepada Dewan Direksi untuk membagikan dan menerbitkan Saham Waran kepada Pemegang Waran pada saat pelaksanaan Waran tanpa perlu

228 exercise of the Warrants without the need for passing of any further shareholders resolutions and confirming that such authority shall not be withdrawn in accordance with articles 41 (1), 41 (2) or 41 (3) of Law Number 40 of 2007 (Indonesian Company Law) and agreeing that such resolution shall be extended or confirmed before the expiration of each one (1) year period for another one (1) year period until the Expiry Date mengeluarkan keputusan pemegang saham lebih lanjut dan mengkonfirmasikan bahwa kewenangan tersebut tidak akan ditarik sesuai dengan pasal 41 (1), 41 (2) atau 41 (3) Undang-Undang Nomor 40 Tahun 2007 (Undang- Undang Perseroan Terbatas) dan menyetujui bahwa keputusan tersebut harus diperpanjang atau dikonfirmasikan sebelum berakhirnya (b) together with a specimen of the signature of each person authorized by such resolution; a copy of a resolution of the board of commissioners of the Company approving: (i) the terms of, and the issue of the Warrants contemplated by, this Agreement and resolving that it execute and perform this Agreement; and (ii) the issue and allotment of Warrant Shares to the Warrantholders upon exercise of the Warrants; (iii) the conversion of the Warrants into Warrant Shares; bersama dengan spesimen tanda tangan setiap orang yang diberi wewenang oleh resolusi tersebut; (b) salinan resolusi dewan komisaris Perusahaan yang menyetujui: (i) persyaratan, dan penerbitan Waran sebagaimana yang dimaksud oleh, Perjanjian ini dan memutuskan untuk menandatangani dan melaksanakan Perjanjian ini; (ii) penerbitan dan penjatahan Saham Waran kepada Pemegang Waran pada saat pelaksanaan Waran; (iii) konversi Waran menjadi Saham Waran; dan ( (c) a copy of the resolutions and/or waivers (if applicable) of the shareholders of the Company : (c) salinan keputusan pemegang saham yang relevan dari pemegang saham Perusahaan (i) (ii) approving the terms of, and the issue of, the Warrants contemplated by this Agreement; approving the issue and allotment of Warrant Shares to the Warrantholders upon exercise of the Warrants; (i) Menyetujui ketentuan dan penerbitan Waran sebagaimanaditulis oleh Perjanjian ini dan menyetujui untuk menandatangani dan melaksanakan Perjanjian Waran ini; (ii) Menyetujui penerbitan dan penjatahan Saham Waran kepada Pemegang Waran pada saat pelaksanaan Waran; (iii) waiving any pre-emptive or other right of the shareholders under the Articles in relation to the (iii) konversi Waran menjadi Saham Waran;

229 issuance of the Warrants and/or the issue and allotment of Warrant Shares (if any); ; (d) a certificate of an authorised signatory of the Company certifying that each copy document specified in this clause 2.4 is correct, complete and in full force and effect. (d) sertifikat penandatangan dari pihak yang berwenang dari Perusahaan yang menyatakan bahwa setiap dokumen salinan yang ditentukan dalam pasal 2.4 ini benar, lengkap dan berlaku penuh. 3. UNDERTAKINGS 3. JANJI-JANJI 3.1 The Company agrees and undertakes to the Warrantholders that at any time on or before the Expiry Date: 3.1 Perusahaan menyetujui dan memberikan janjijanji berikut kepada Pemegang Waran bahwa pada atau sebelum Tanggal Kedaluwarsa: (a) the Company shall not enter into any amalgamation, demerger, merger, consolidation, change its line of business, or dispose of all or a substantial part of its assets: (a) Perusahaan tidak akan melakukan amalgamasi, demerger, penggabungan usaha, konsolidasi n, mengubah bidang usahanya, atau melepaskan sebagian besar atau seluruh asetnya: (b) the Company shall not: (b) Perusahaan tidak akan: (i) grant to any person any conditional or unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire any newly issued shares of the Company (including any right of preemption, conversion or exchange), or alter any right attaching to any share capital of the Company; or (i) memberikan kepada siapapun opsi dengan syarat atau tanpa syarat, waran atau hak lainnya untuk meminta dikeluarkan, berlangganan, membeli atau memperoleh saham baru yang diterbitkan Perusahaan (termasuk hak membeli terlebih dahulu, konversi atau pertukaran), atau mengubah hak yang melekat pada modal saham Perusahaan; (ii) amend its Articles in a manner which would detrimentally affect the rights of the Warrantholders. (ii) mengubah Anggaran Dasarnya dengan cara yang secara merugikan akan mempengaruhi hak-hak Pemegang Waran. 3.2 Conditional on the fulfilment of the conditions stated in Clause 2.1, the Company agrees and undertakes to appoint Biro Administrasi Efek as the registrar. 3.2 [ ] 4. REPRESENTATIONS AND WARRANTIES 4. PERNYATAANDAN JAMINAN

230 4.1 The Company makes the following representations and warranties to Warrantholders on the date of this Agreement: 4.1 Perusahaan membuat pernyataan dan jaminan sebagai berikut kepada Pemegang Waran pada tanggal Perjanjian ini: (a) the obligations expressed to be assumed by it in this Agreement and in relation to the Warrants are legal, valid, binding and enforceable obligations; (a) kewajiban Perusahaan yang diemban dan dinyatakan dalam Perjanjian ini dan sehubungan dengan Waran adalah kewajiban yang sah secara hukum, mengikat dan dapat dilaksanakan; (b) the entry into and performance by it of, and the transactions contemplated by, this Agreement and the issue and performance of the Warrants do not and will not conflict with: (b) penandatanganan dan pelaksanaan oleh Perusahaan, dan transaksi yang dinyatakan oleh Perjanjian ini dan penerbitan dan pelaksanaan Waran tidak dan tidak akan bertentangan dengan: (i) any Applicable Law (i) Hukum yang Berlaku (ii) its constitutional documents; or (ii) dokumen konstitusionalnya; atau (iii) any agreement or instrument binding upon it or any of its assets; (iii) setiap perjanjian atau instrumen yang mengikatnya atau asetnya; (c) it has the power to enter into, perform and deliver, and has taken and will take all necessary action to authorise its entry into, performance and delivery of, this Agreement and the issue and performance of the Warrants; (c) Perusahaan memiliki kemampuan untuk menandatangani, melaksanakan dan menyampaikan, dan telah mengambil dan akan mengambil semua tindakan yang diperlukan untuk memberikan otorisasi penandatanganan, pelaksanaan dan penyampaian Perjanjian ini dan penerbitan dan pelaksanaan Waran; (d) all Authorisations required or desirable: (d) semua Otorisasi yang diperlukan atau diinginkan: (i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement and lawfully issue and perform the Warrants; and (i) untuk memungkinkannya secara sah untuk menandatangani, melaksanakan haknya dan mematuhi kewajibannya dalam Perjanjian ini dan menerbitkan secara sah dan melaksanakan Waran; dan (ii) to make this Agreement and the Warrants admissible in evidence in Indonesia, (ii) menyebabkan Perjanjian ini dan Waran dapat diterima dalam pembuktian di Indonesia, have been or will be obtained or effected and are or will be, and will continue, in full force and effect; telah atau akan diperoleh atau dilaksanakan dan akan berlanjut, dengan kekuatan dan kewenangan penuh;

231 (e) the Company is not required to make any deduction for or on account of tax from any payment or conversion it may make under this Agreement; and (e) Perusahaan tidak diharuskan untuk melakukan pengurangan atas pajak dari setiap pembayaran atau konversi yang dimungkinkan berdasarkan Perjanjian ini; dan (f) the Company has good, valid and marketable title to, or valid leases or licences of, and all appropriate authorisations to use, the assets necessary to carry on its business as presently conducted. (f) Perusahaan memiliki bukti kepemilikansah, baik, dan dapat dipasarkan, atau sewa atau lisensi yang sah dari, dan semua otorisasi yang sesuai untuk digunakan, aset yang diperlukan untuk menjalankan usahanya sebagaimana yang telah dilakukan sebelumnya. 4.2 The representations and warranties set out in Clause 4.1 above will be deemed to be repeated by the Company (by reference to the facts and circumstances then existing) on the date of issuance of any Warrant and the date of each exercise of any Warrant. 5. TERMINATION, GOVERNING LAW AND DISPUTE RESOLUTION Termination and Waiver 5.1 This Agreement may not be amended, waived or terminated without the prior written consent of each Party. This Agreement shall be terminated automatically in the event that the Company (having used its best efforts to do so) fails to obtain the approval from its general meeting of shareholders (GMS) for issuing the Warrants in accordance with this Agreement by the Release Date. The Parties agree to waive Article 1266 of the Indonesian Civil Code to the extent necessary to effect any termination of this Agreement without need of a court decision. 4.2 Pernyataan dan jaminan sebagaimana dalam Clause 4.1 diatas akan dianggap diulang oleh Perusahaan (dengan mengacu pada fakta dan keadaan pada saat itu) pada setiap tanggal pelaksanaan Waran. 5. PENGAKHIRAN, HUKUMYANG BERLAKU DANPENYELESAIAN PERSELISIHAN Pengakhiran dan Pelepasan 5.1 Perjanjiann ini tidak dapat diubah, dihapuskan atau dihentikan tanpa persetujuan tertulis sebelumnya dari masing-masing Pihak. Perjanjian ini akan berakhir dengan sendirinya dalam Perusahaan (setelah menggunakan upaya terbaiknya) tidak memperoleh Persetujuan Rapat Umum Pemegang Saham / RUPS untuk menerbitkan Waran dalam Perjanjian pada saat Tanggal Pelepasan Para Pihak setuju untuk mengesampingkan Pasal 1266 KUHP Indonesia sejauh yang diperlukan untuk memberlakukan penghentian Persetujuan ini tanpa memerlukan keputusan pengadilan. Governing Law 5.2 This Agreement and the rights and obligations of the Company and holders of the Warrants in respect of the Warrants shall be governed by and construed in accordance with the laws of Indonesia. Arbitration Hukum yang Berlaku 5.2 Perjanjian ini dan hak dan kewajiban Perusahaan dan Pemegang Waran sehubungan dengan Waran akan diatur oleh dan ditafsirkan sesuai dengan hukum Indonesia. Arbitrasi

232 5.3 The Parties agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause. For this purpose the Parties agree that: 5.3 Para Pihak sepakat bahwa setiap perselisihan yang timbul dari atau sehubungan dengan Perjanjian ini, termasuk pertanyaan apapun mengenai keberadaan, keabsahan atau penghentiannya, harus dirujuk dan akhirnya diselesaikan oleh arbitrase yang dikelola oleh Singapore International Arbitration Centre (SIAC) sesuai dengan Aturan Arbitrasi dari Pusat Arbitrasi Internasional Singapura (SIAC Rules) untuk saat ini yang berlaku, peraturan mana yang dianggap dimasukkan sebagai referensi dalam klausul ini. Untuk tujuan ini, para Pihak sepakat bahwa: (a) The seat of the arbitration shall be Singapore; (a) Tempat arbitrase adalah Singapura; (b) the number of arbitrators shall be one; and (b) jumlah arbitrator adalah satu; dan (c) the language of the arbitration shall be English. (c) bahasa arbitrase adalah bahasa Inggris. The arbitral award shall be final and binding upon the Parties. The Parties agree that any award rendered by the arbitral tribunal may be enforced by any court having jurisdiction over the Parties. The Parties undertake to carry out any award of the arbitral tribunal without delay. 5.4 During the period of submission to arbitration and thereafter until an award is granted, the Parties shall continue to perform all their respective obligations (if any) under this Agreement without prejudice to a final judgment in accordance with the said award. 5.5 To the extent applicable, each of the Parties hereby expressly and irrevocably waives the applicability of Section 73 paragraph (b) of Indonesian Law No. 30 of 1999 concerning Arbitration and Alternative Dispute Resolution (the Arbitration Law) so that the appointment of arbitrators shall not terminate within a specified time and the mandate of the arbitrator shall remain in effect until a final arbitration award has been issued. The Parties hereby agree that they shall not challenge or resist the enforcement action taken by a Party in whose favour the decision of the arbitrator has been given, and hereby expressly waive all provisions of Putusa Arbitrase adalah final dan mengikat terhadap Para Pihak. Para Pihak sepakat bahwa tiap putusan arbitrase yang diputus oleh majelis arbitrase dapat dilaksanakan oleh pengadilan yang memiliki yurisdiksi atas Para Pihak. Para Pihak sepakat untuk melaksanakan setiap putusan arbitrase tanpa penundaan 5.4 Selama masa penyampaian ke arbitrase dan setelahnya sampai suatu pemberian diberikan, Para Pihak akan terus melaksanakan semua kewajibannya masing-masing (jika ada) berdasarkan Perjanjian ini tanpa mengurangi putusan akhir sesuai dengan keputusan arbitrase tersebut. 5.5 Sejauh yang berlaku, masing-masing Pihak dengan ini secara tegas dan tidak dapat dibatalkan membebaskan penerapan Pasal 73 ayat (b) Undang-Undang Nomor 30 Tahun 1999 tentang Arbitrase dan Alternatif Penyelesaian Sengketa (UU Arbitrase) sehingga penunjukan arbiter tidak akan berakhir dalam waktu yang ditentukan dan mandat arbiter tetap berlaku sampai putusan arbitrase terakhir dikeluarkan. Para Pihak dengan ini setuju bahwa keduanya tidak akan menentang atau menolak tindakan penegakan hukum yang diambil oleh suatu Pihak yang mendukung keputusan arbiter yang telah diberikan, dan dengan ini secara tegas melepaskan semua ketentuan peraturan perundang-undangan di

233 Indonesian laws and regulations that would otherwise give the right to appeal against the decision of the arbitrator to any court or other tribunal. Each of the Parties hereby expressly waives the applicability of Section 48(1) of the Arbitration Law and agrees that the arbitration proceedings need not be completed within a specific time period. 5.6 For the purpose of enforcing any arbitration award only, the Parties choose the general, permanent and non-exclusive domicile of the Office of the Registrar of the Central Jakarta District Court (Kantor Panitera Pengadilan Negeri Jakarta Pusat) without prejudice to a Party's rights to enforce any arbitration award in any court having jurisdiction over the other Party Indonesia yang memberikan hak untuk mengajukan banding terhadap keputusan arbiter ke pengadilan atau pengadilan lainnya. Masingmasing Pihak dengan ini secara tegas melepaskan penerapan Pasal 48(1) UU Arbitrase dan menyetujui bahwa proses arbitrase tidak perlu diselesaikan dalam jangka waktu tertentu 5.6 Untuk tujuan menegakkan pemberian arbitrase saja, Para Pihak memilih domisili umum, permanen dan tidak eksklusif dari Kantor Panitera Pengadilan Negeri Jakarta Pusat (Kantor Panitera Pengadilan Negeri Jakarta Pusat) tanpa mengurangi hak Pihak atas pemberlakuan putusan arbitrase di pengadilan mana pun yang memiliki yurisdiksi atas Pihak lain atau asetnya. 6. ASSIGNMENT 6. PENGALIHAN The Warrantholders may assign their rights and obligations under this Agreement, by providing prior written notice to the Company. The Company may not assign its rights and obligations under this Agreement. Pemegang Waran dapat mengalihkan hak dan kewajibannya berdasarkan Perjanjian ini, dengan memberikan pemberitahuan tertulis sebelumnya kepada Perusahaan. Perusahaan dilarang dan tidak dapat mengalihkan hak dan kewajibannya berdasarkan Perjanjian ini. 7. LANGUAGE 7. BAHASA 7.1 In compliance with Law of the Republic of Indonesia No. 24 of 2009 regarding National Flag, Language, Coat of Arms, and National Anthem, this agreement is executed in English and Bahasa Indonesia. 7.1 Sesuai dengan Undang-Undang Republik Indonesia Nomor 24 Tahun 2009 tentang Bendera Nasional, Bahasa, Lambang, dan Lagu Kebangsaan Nasional, perjanjian ini dilaksanakan dalam bahasa Inggris dan bahasa Indonesia. 7.2 The Parties agree that: 7.2 Para Pihak setuju bahwa: (a) both the English language version and the Indonesian language version will be equally authentic and valid. (a) Baik versi bahasa Inggris dan versi bahasa Indonesia akan sama-sama otentik dan berlaku. (b) in the event of any inconsistency or different interpretation between the Indonesian language version and the English language version of this Agreement, the Indonesian language version is deemed to be automatically amended (with effect from the date of the execution of the English language version) to make the relevant part of the Indonesian language version consistent with the (b) jika terjadi ketidakkonsistenan atau interpretasi yang berbeda antara versi bahasa Indonesia dan versi bahasa Inggris dari Perjanjian ini, versi bahasa Indonesia dianggap diubah secara otomatis (berlaku sejak tanggal penandatanganan versi bahasa Inggris ) untuk membuat bagian yang relevan dari versi bahasa Indonesia sesuai dengan bagian yang relevan dari versi bahasa Inggris.

234 relevant part of the English language version. (c) without limiting the effect of paragraph (b) above, at the request of the Warrantholders, the Parties shall execute a formal amendment to the Indonesian language version of this Agreement to make it consistent with the English language version (with effect from the date of execution of the English language version) within a period of 30 days (or such longer period as the Parties may agree) after such request is made. (c) tanpa membatasi efek dari ayat (b) di atas, atas permintaan Pemegang Waran, Para Pihak akan melakukan amandemen formal terhadap versi bahasa Indonesia dari Persetujuan ini agar konsisten dengan versi bahasa Inggris (berlaku dari tanggal penandatanganan versi bahasa Inggris) dalam jangka waktu 30 hari(atau jangka waktu yang lebih lama seperti yang dapat disetujui oleh Para Pihak) setelah permintaan tersebut dibuat. (d) the reasonable cost and expenses in relation to (A) the translation of the English language version of this Agreement into the Indonesian language version, (B) the preparation and execution of the Indonesian language version of this Agreement, and (C) any amendments of the Indonesian language version of this Agreement to conform with the English language version as contemplated by this Clause 7 shall be borne by the Company. (d) biaya yang wajar sehubungan dengan (A) terjemahan versi bahasa Inggris dari Perjanjian ini ke dalam versi bahasa Indonesia, (B) persiapan dan pelaksanaan versi bahasa Indonesia dari Perjanjian ini, dan (C) Setiap amandemen versi bahasa Indonesia dari Perjanjian ini untuk menyesuaikan dengan versi bahasa Inggris sebagaimana dimaksud dalam Pasal 7 ini ditanggung oleh Perusahaan.

235 IN WITNESS WHEREOF this Agreement has been executed by the Company and Warrantholders on the day and year first above written. DEMIKIANLAH, Perjanjian ini telah ditandatangani oleh Perusahaan dan Pemegang Waran pada hari dan tahun yang pertama ditulis di atas. The Company PT BAKRIELAND DEVELOPMENT TBK By: Perusahaan PT BAKRIELAND DEVELOPMENT TBK Oleh: Name: Title: Nama: Jabatan: Warrantholders [ ] Pemegang obligasi [] By: Name: Title: Oleh: Nama: Jabatan: SCHEDULE 1 JADWAL 1

236 CERTIFICATE SERTIFIKAT No. [ ] 1 No. [ ] 1 PT BAKRIELAND DEVELOPMENT TBK a corporation duly established under the laws of Indonesia having its registered office at Wisma Bakrie 1, Lantai 6 and 7, Jalan H.R. Rasuna Said Kaveling B-1, Jakarta, Indonesia Warrant to subscribe for Shares in accordance with the Conditions endorsed hereon PT BAKRIELAND DEVELOPMENT TBK Sebuah perusahaan yang didirikan berdasarkan hukum Indonesia yang berkantor di Wisma Bakrie 1, Lantai 6 dan 7, Jalan H.R. Rasuna Said Kaveling B-1, Jakarta, Indonesia Waran untuk membeli Saham Sesuai dengan Ketentuan yang disahkan di sini Issue Date: [ ] 2017 Tanggal Penerbitan: [ ] 2017 THIS IS TO CERTIFY that: [ ] is the registered holder of [ ] ([ ]) Warrants, each with a denomination of Rp1,000 subject to and in accordance with the terms of a Warrant Agreement executed by the Company dated [ ] (the Warrant Agreement) and the conditions endorsed hereon (the Conditions). Each Warrant entitles the holder to subscribe for the number Shares determined in accordance with the Warrant Agreement and the Conditions, created and issued under the authority of the Articles of Association of the Company and pursuant to resolutions of the shareholders of the Company dated [ ]. Unless otherwise exercised, such subscription rights attaching to each Warrant shall subsist until the date falling 4 years after the Issue Date. The Company undertakes to perform and comply with the Conditions, to maintain in full force and effect all required Authorisations, and to comply with all Applicable Law and with all applicable provisions in the Warrant Agreement (and all other documents called for by the Warrant Agreement), the Warrants and this Certificates; and to take all such additional action as may be proper or advisable in connection with performance of and compliance with the Conditions, maintaining all required Authorisations and compliance with all Applicable Law. Words and phrases used in this Certificate shall, save as provided herein, have the meaning given to them in the Warrant Agreement and the Conditions. INI ADALAH untuk menyatakan bahwa: [ ] adalah pemegang terdaftar satu (1) Waran, dengan denominasi Rp1.000 tunduk pada dan sesuai dengan persyaratan dalam Perjanjian Waran yang ditandatangani oleh Perusahaan pada tanggal [] (Perjanjian Waran) dan kondisikondisi yang disahkan di sini (Kondisi). Setiap Waran memberi hak pada pemegangnya untuk membeli Saham yang ditentukan sesuai dengan Perjanjian Waran dan Kondisi, diterbitkan dan dikeluarkan berdasarkan wewenang Anggaran Dasar Perusahaan dan sesuai dengan keputusan pemegang saham Perusahaan tanggal []. Kecuali jika telah dieksekusi, hak membeli saham tersebut yang melekat pada setiap Waran akan tetap berlaku sampai tanggal yang jatuh pada 4 tahun setelah Tanggal Penerbitan yang ditulis di sini. Perusahaan berjanji untuk melakukan dan mematuhi Kondisi, untuk mempertahankan secara penuh dan berlaku semua Otorisasi yang diperlukan, dan untuk mematuhi semua Hukum yang Berlaku dan dengan semua ketentuan yang berlaku dalam Perjanjian Waran (dan semua dokumen lain yang diminta oleh Perjanjian Waran), Waran dan Sertifikat ini; dan untuk mengambil semua tindakan tambahan yang mungkin tepat atau dianjurkan sehubungan dengan pelaksanaan dan kepatuhan terhadap Kondisi, memelihara semua Otorisasi yang diperlukan dan kepatuhan terhadap semua Hukum yang Berlaku. Kata dan frase yang digunakan dalam Sertifikat ini, kecuali yang disediakan di sini, memiliki arti yang diberikan kepada mereka dalam Perjanjian Waran dan Kondisi. 1 Certificate numbers to be sequential. 1 Nomor Sertifikat akan berurutan.

237 The Warrants, this Certificate and the Conditions shall be governed by and construed in accordance with the laws of Indonesia. PT BAKRIELAND DEVELOPMENT TBK Waran, Sertifikat dan Kondisi ini diatur oleh dan ditafsirkan sesuai dengan hukum Indonesia. PT BAKRIELAND DEVELOPMENT TBK By: Oleh: Name: Title: Nama: Jabatan: 1 Certificate numbers to be sequential. 1 NomorSertifikat akan berurutan.

238 On the reverse of the Certificate: TERMS AND CONDITIONS [as set out in Schedule 2]

239 Form of Warrant Transfer Certificate / Formulir Sertifikat Transfer Waran WARRANT TRANSFER CERTIFICATE 2. The Transferor hereby transfers to the Transferee of the Warrants in respect of which this Certificate is issued and all rights in respect thereof. 3. The Transferee confirms that it has received (and acknowledges the terms of) the Warrant Agreement and that, with effect from the Transfer Date, it agrees to be bound by the terms of the Warrant Agreement. 4. The Transferee hereby undertakes that it will, with effect from the Transfer Date, perform all the obligations under the Warrant Agreement as applicable to a Warrantholder, which will be assumed by it from the Transfer Date. 5. The Transferor makes no representation or warranty and assumes no responsibility to the Transferee whatsoever for the financial condition of or for the performance of any party and/or observance by any party of any obligations under the Warrant Agreement or any other document relating to it and any and all such conditions and warranties, whether express or implied by law or otherwise, are excluded. The Transferee acknowledges the foregoing and confirms that it has not in any way relied upon the Transferor in determining to enter into the transaction to which this Certificate relates. SERTIFIKAT PENGALIHAN WARAN 2. Masing-masing Pemberi Pengalihan dan Penerima Pengalihan dengan ini menyerahkan Sertifikat ini sesuai dengan dan untuk tujuan Kondisi 9 dari Perjanjian Waran sehingga berlaku sesuai dengan ketentuan di dalamnya pada Tanggal Pengalihan (sebagaimana didefinisikan dalam Jadwal untuk Sertifikat ini). 3. Penerima Pengalihan menegaskan bahwa ia telah menerima (dan mengakui ketentuan di dalam) Perjanjian Waran dan, berlaku mulai dari Tanggal Pengalihan, ia setuju untuk terikat dengan persyaratan dalam Perjanjian Waran. 4. Penerima Pengalihan dengan ini berjanji, berlaku efektif mulai dari Tanggal Pengalihan, akan melaksanakan semua kewajiban berdasarkan Perjanjian Waran yang berlaku untuk Pemegang Waran, yang akan dipikul olehnya mulai dari Tanggal Pengalihan. 5. Pemberi Pengalihan tidak memberikan janji atau jaminan dan tidak menerima tanggung jawab apapun kepada Penerima Pengalihan dan tidak bertanggung jawab kepada Penerima Pengalihan untuk kondisi keuangan atau atas kinerja dan ketaatan dari pihak manapun atas kewajiban apapun berdasarkan Perjanjian Waran atau dokumen lainnya yang berkaitan dengannya. Dan setiap dan semua kondisi dan jaminan semacam itu, baik tersurat maupun tersirat oleh hukum atau tidak, dengan ini dikecualikan. Penerima Pengalihan mengakui hal tersebut di atas dan menegaskan bahwa ia sama sekali tidak bergantung kepada Pemberi Pengalihan dalam hal pelaksanaan transaksi sehubungan dengan Sertifikat ini. 6. The Transferor hereby requests that a Certificate evidencing the Warrants not so transferred be issued in its name and be [made available for collection at the specified office of the Company / despatched (at the Transferor s risk) to the person whose name and address is given below and in the manner specified below in accordance with Condition 9.2]* Delete as appropriate.

240 7. This Certificate may be executed in counterparts and both of such counterparts taken together shall be deemed to constitute one and the same instrument. 6. Sertifikat ini dapat ditandatangani dalam bentuk rangkap dan semua halaman tersebut dianggap sebagai satu kesatuan dan instrumen yang sama. 8. This Certificate and the rights, benefits and obligations of the parties under this Certificate shall be governed by and construed in accordance with the laws of Indonesia. 7. Sertifikat dan hak, manfaat dan kewajiban para pihak berdasarkan Sertifikat ini diatur oleh dan ditafsirkan sesuai dengan hukum Indonesia. SCHEDULE TO THE WARRANT TRANSFER CERTIFICATE / JADWAL SERTIFIKAT PENGALIHAN WARAN Transferor / : Pemberi Pengalihan / : Transferee / : Penerima Pengalihan / : Transfer Date / : Tanggal Pengalihan / : Number of Warrants held by Transferor before transfer: Number of Warrants being transferred to the Transferee / : Jumlah Waran yang dialihkan kepada Penerima Pengalihan / : Name, address, facsimile number and address of transferee Dated: Certifying Signature of Warrantholder: Name: Nama dan alamat penerima pengalihan Tanggal: Tanda Tangan Pemegang Waran: Nama: Certifying Signature of Transferee: Name: Note: Tanda tangan Penerima Pengalihan: Nama: Catatan: (i) A representative of the Warrantholder should state the capacity in which he signs e.g. executor. (i) Perwakilan dari Pemegang Waran harus menyatakan kapasitasnya sebagai penandatangan, misalnya pelaksana.

241 (ii) The signature of the Warrantholder shall be certified by a recognised bank or notary public. (ii) Tanda tangan dari penerima pengalihan harus sesuai dengan daftar tanda tangan spesimen yang diberi wewenang yang diberikan oleh Pemegang Waran yang terdaftar di Perusahaan atau disertifikasi oleh bank yang diakui, notaris atau dengan cara lain sebagaimana diperlukan oleh Perusahaan.

242 SCHEDULE 2 JADWAL 2 CONDITIONS KONDISI 1. DEFINITIONS AND INTERPRETATION 1. DEFINISI DAN INTERPRETASI In these Conditions (including each Certificate), unless the context otherwise requires, the following expressions have the following meanings: Applicable Law means any and all law, statute, subordinate legislation, regulation, directive, decision, by-law, circular, code, order, notice, demand, decree, injunction, resolution, judgement, practice or recommendation of any government, quasi-government, statutory or regulatory body, court, agency or association in any jurisdiction applicable to or affecting the Company, including but not limited to the rules of BKPM, the rules of OJK, the rules of the Stock Exchange, the rules of KSEI, Indonesian Company Law and Indonesian Capital Market Law, and a reference to a provision of any Applicable Law is a reference to that provision as amended or modified from time to time and includes a reference to any previous Applicable Law which was re-enacted or replaced by that provision and any future legislation which re-enacts or replaces that provision; Articles means the articles of association of the Company as amended from time to time and any references in these Conditions to express provisions of such articles of association shall be deemed to be amended accordingly following any such amendments, as necessary; Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, reporting, notarisation or registration; BKPM means the Badan Koordinasi Penanaman Modal or the Capital Investment Co-ordinating Board of the Republic of Indonesia; OJK means the Otoritas Jasa Keuangan or the Financial Services Authority of the Republic of Indonesia; Dalam Kondisi ini (termasuk Sertifikat), kecuali jika dari hubungan kalimatnya harus diartikan lain, ungkapan berikut memiliki arti sebagai berikut: Hukum yang berlaku adalah setiap dan semua undang-undang, peraturan, arahan, keputusan, surat edaran, kode, perintah, pemberitahuan, permintaan, keputusan, praktik atau rekomendasi dari pemerintah manapun, badan hukum atau badan pengatur, pengadilan, agensi atau asosiasi di wilayah hukum manapun yang berlaku untuk atau mempengaruhi Perusahaan, termasuk namun tidak terbatas pada peraturan BKPM, peraturan OJK, peraturan Bursa Efek, peraturan KSEI, Undang-Undang Perseroan Terbatas Indonesia dan Hukum Pasar Modal Indonesia, dan rujukan pada ketentuan Hukum yang Berlaku adalah referensi terhadap ketentuan sebagaimana telah diubah atau dapat diubah dari waktu ke waktu dan termasuk referensi terhadap Undangundang yang Berlaku sebelumnya yang telah diberlakukan atau diganti oleh undang-undang tersebut, ketentuan dan undang-undang masa depan yang memberlakukan kembali atau mengganti ketentuan tersebut; Anggaran Dasar berarti anggaran dasar Perusahaan sebagaimana telah diubah dari waktu ke waktu dan setiap referensi dalam Kondisi ini untuk menyatakan ketentuan-ketentuan dalam anggaran dasar tersebut akan dianggap telah mengalami perubahan sesuai dengan perubahan-perubahan tersebut, jika diperlukan; Otorisasi berarti otorisasi, persetujuan, resolusi, lisensi, pembebasan, pengajuan, pelaporan, notarisasi atau pendaftaran; BKPM adalah Badan Koordinasi Penanaman Modal; OJK berarti Otoritas Jasa Keuangan;

243 Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong and Jakarta; BAE means the Securities Administration Bureau (Biro Administrasi Efek) which will administer, manage and maintain the register of shareholders of the Company, pursuant to the Capital Market Law; Certificate means a certificate issued to a Warrantholder in respect of a Warrant held by it; Exercise Notice means a notice in the form appended to the Agreement as Schedule 3; Exercise Period has the meaning ascribed to it in Condition 3.1; Expiry Date means a date which is 4 years after the Issue Date; Indonesian Capital Market Law means the laws and regulations in the Indonesian capital market in relation to initial public offerings of shares in Indonesia; Indonesian Company Law means the laws and regulations applicable to any Indonesian limited liability company; IDX means the Indonesian Stock Exchange; Issue Date means the date of issue of the Warrants pursuant to clause 2.2 of the Agreement; KSEI means PT Kustodian Sentral Efek Indonesia as the Indonesian central securities depository institution, which has the function to provide orderly, appropriate, and efficient central custodian and transaction settlement services; Listing means the listing of Shares in the securities list registered with the IDX so that they can be traded on the IDX; Hari Kerja berarti satu hari (selain hari Sabtu atau Minggu) dimana bank buka untuk bisnis umum di Hong Kong dan Jakarta; BAE adalah Biro Administrasi Efek yang akan melakukan administrasi, pengelolaan,, dan pemeliharaan daftar pemegang saham Perusahaan, sesuai dengan Undang-Undang Pasar Modal; Sertifikat berarti sertifikat yang dikeluarkan kepada Pemegang Waran sehubungan dengan Waran yang dipegang olehnya; Pemberitahuan Eksekusi memiliki arti pemberitahuan dalam formulir yang tercantum dalam lampiran 3; Periode Eksekusi memiliki makna yang ditulis di Kondisi 3.1; Tanggal Kedaluwarsa berarti tanggal yang jatuh pada 4 tahun setelah Tanggal Penerbitan; Hukum Pasar Modal Indonesia berarti hukum dan peraturan di pasar modal Indonesia sehubungan dengan penawaran saham perdana di Indonesia; Hukum Perusahaan Indonesia adalah hukum dan peraturan yang berlaku bagi perseroan terbatas di Indonesia; BEI adalah Bursa Efek Indonesia Tanggal Penerbitan adalah tanggal penerbitan Waran sesuai dengan klausul 2.2 dari Perjanjian; KSEI berarti PT Kustodian Sentral Efek Indonesia sebagai lembaga pusat penyimpanan surat berharga di Indonesia yang memiliki fungsi untuk menyediakan layanan masyarakat dan penyelesaian transaksi yang tertib, tepat, dan efisien; Pencatatan tersebut berarti pencatatan saham dalam daftar sekuritas yang terdaftar di Bursa Efek sehingga bisa diperdagangkan di Bursa Efek;

244 Lock Up Period means the period during which the Warrant Shares are subject to the transfer restrictions imposed by OJK Regulation Number 38/POJK.04/2014 Concerning Capital Increases Without Pre-Emptive Rights for Public Companies and IDX Regulation No. I-A regarding the Listing of Shares and Equity Securities Other Than Shares Issued by Listed Companies; Original Warrant Strike Price means the price per Warrant Share of Rp100; Register means the register of Warrants to be maintained by the Company in accordance with Condition 8; Registrar means Biro Administrasi Efek at its specified office in Jakarta (currently at [address]); Rp or Rupiah means the lawful currency for the time being of the Republic of Indonesia; Security Company is a security company or custodian which is registered as the holder of securities account at KSEI, where the Warrantholder has opened and maintains a sub-account to keep the Warrant Shares; Shareholders means the holders of the Shares from time to time; Shares means ordinary shares in the Company having the rights set out in the Articles, with a nominal value of Rp[ ] each; Stock Exchange means the IDX or such other stock exchange operated in Indonesia in relation to the Listing of the Shares; Subscription Right has the meaning ascribed to it in Condition 2; US$ or Dollars means the lawful currency for the time being of the United States of America; Warrant Agreement means the agreement constituting the Warrants (including the Schedules to such agreement) dated [ ] executed by the Company and the Warrantholders; Warrant Shares has the meaning ascribed to it in Condition 2 and references to the Warrant Shares shall as the context may require be construed as periode lock up berarti periode dimana saham waran; yang merupakan subyek pembatasan pengalihan oleh peraturan ojk no 38/POJK.04/2014 TENTANG PENINGKATAN MODAL TANPA HAK MEMESAN EFEK TERLEBIH DAHUKU BAGI PERUSAHAAN PUBLIK DAN PERATURAN BEI NO I-A TENTANG PENDAFTARAN SAHAM DAN EFEK EKUITAS SELAIN SAHAM YANG DIKELUARKAN PERUSAHAAN TERCATAT Harga Strike Warrant Original berarti harga per Saham Waran sebesar Rp100; Register berarti daftar Waran yang akan disimpan oleh Perusahaan sesuai dengan Kondisi 8; Pencatat berarti Biro Administrasi Efek yang berkantor di Jakarta yang akan ditunjuk oleh Perusahaan Rp atau Rupiah berarti mata uang yang sah di Republik Indonesia; Perusahaan Sekuritas adalah perusahaan sekuritas atau kustodian yang terdaftar sebagai pemegang rekening sekuritas di KSEI, dimana Pemegang Waran telah membuka dan memelihara sub akun untuk menyimpan Saham Waran; Pemegang saham berarti para pemegang Saham dari waktu ke waktu; Saham berarti saham biasa di Perusahaan yang memiliki hak yang tercantum dalam Anggaran Dasar, masing-masing dengan nilai nominal sebesar Rp[]; Bursa Efek adalah Bursa Efek Indonesia atau bursa efek lain yang beroperasi di Indonesia sehubungan dengan Pencatatan Saham; Hak Membeli Saham memiliki arti sebagaimana tercantum dalam Kondisi 2; AS$ atau Dolar berarti mata uang yang sah di Amerika Serikat; Perjanjian Waran adalah perjanjian penerbitan Waran (termasuk Jadwal perjanjian tersebut) tertanggal [ ] yang ditandatangani oleh Perusahaan dan Pemegang Waran; Saham Waran memiliki arti sebagaimana tercantum dalam Kondisi 2 dan referensi ke Saham Waran karena konteksnya mungkin perlu ditafsirkan sebagai

245 references to one or more of them, as adjusted pursuant to Condition 4; Warrant Strike Price is the Original Warrant Strike Price, as adjusted pursuant to Condition 4; Warrantholder means the person in whose name Warrants are registered from time to time in the Register and Warrantholders shall be construed accordingly; referensi terhadap satu atau lebih dari jumlah tersebut, sebagaimana disesuaikan dengan Kondisi 4; Harga Strike Waran adalah Harga Strike Waran Original, disesuaikan dengan Kondisi 4; Pemegang Waran berarti orang yang namanya terdaftar dari waktu ke waktu di Register sebagai pemegang Waran dan Para Pemegang Waranditafsirkandalam konteks ini; 2. SUBSCRIPTION RIGHT 2. HAK PEMBELIAN SAHAM 2.1 Nature of Subscription Right 2.1 Hak Pembelian Saham Each Warrant shall give the Warrantholder the right (thesubscription Right) to subscribe for 10 Shares (Warrant Shares) at the Warrant Strike Price in the circumstances described in Condition 3; 2.2 Minimum number of Warrants Exercised The Warrants may be exercised by the Warrantholder singly or in multiples. Setiap Waran memberikan hak kepada Pemegang Waran (HakMembeli Saham) untuk membeli 10 Saham (Saham Waran) pada Harga StrikeWaransesuai dengan yang dijelaskan dalam Kondisi 3; 2.2 Jumlah Waran Minimum yang Dapat Dieksekusi Waran dapat dilaksanakan oleh Pemegang Waran secara tunggal atau dalam kelipatan. 3. EXERCISE OF WARRANTS 3. EKSEKUSI WARAN 3.1 Right to Exercise Warrants 3.1 Hak untuk Mengeksekusi Waran Subject to these Conditions, each Warrant may be exercised on or after the Issue Date but prior to the Expiry Date (Exercise Period). Tunduk pada Kondisi ini, setiap Waran dapat dieksekusi pada atau setelah Tanggal Penerbitan tetapi sebelum Tanggal Kedaluwarsa (Periode Eksesusi). 3.2 Exercise Procedures 3.2 Prosedur Eksekusi (a) A Warrantholder may exercise its Subscription Rights at any time during the Exercise Period by lodging a duly completed Exercise Notice at the registered office of the Company. The Exercise Notice shall specify the following details: (a) Pemegang Waran dapat menggunakan Hak Membeli Saham kapan saja selama Periode Ekesekusi dengan mengajukan pemberitahuan eksekusi yang telah diisi (Pemberitahuan Eksekusi) di kantor terdaftar Perusahaan. Pemberitahuan Eksekusi harus menyebutkan rincian berikut ini: (i) the total number of Warrants to be exercised. (i) jumlah Waran yang akan dieksekusi. (ii) the total subscription moneys payable on such exercise; and (ii) jumlah uang yang dibayarkan untuk eksekusi tersebut; dan (iii) details of the Warrantholders' securities sub-account with (iii) rincian sub-akun efek Pemegang Waran dengan KSEI untuk

246 KSEI for the receipt of the relevant Warrant Shares penerimaan Waran yang bersangkutan (b) Upon service and receipt of an Exercise Notice pursuant to Condition 3.2(a); (b) Saat Pemberitahuan Eksekusi sesuai dengan Kondisi 3.2 (a) telah diterima; (i) within two Business Days after service and receipt of such Exercise Notice, the Company shall submit an application or request to the Stock Exchange for Listing of the Warrant Shares to be issued pursuant to such Exercise Notice; (i) dalam dua hari kerja setelah diterimanya Pemberitahuan Eksekusi tersebut, Perusahaan mengajukan permohonan atau permintaan ke Bursa Efek untuk Pencatatan Saham Waran yang akan diterbitkan sesuai dengan Pemberitahuan Eksekusi tersebut; (ii) within two Business Days after receipt of the approval of the Stock Exchange for Listing of the relevant Warrant Shares, the Company shall: (ii) dalam dua Hari Kerja setelah menerima persetujuan Bursa Efek untuk Pencatatan Saham Waran yang relevan, Perusahaan harus: (A) notify the Warrantholder in writing of such Listing approval together with a copy of the approval letter from the Stock Exchange (A) memberitahukan kepada Pemegang Waran secara tertulis atas persetujuan Pencatatan tersebut beserta fotokopi surat persetujuan dari Bursa Efek (B) (C) allot and issue to the Warrantholder the number of Warrant Shares to be issued pursuant to such Exercise Notice and deposit such Warrant Shares into the subaccount maintained with the Security Company against payment of the total subscription moneys payable by the Warrantholder as set forth in paragraph (b)(iii)(b) below; deliver an irrevocable instruction letter to the (B) membagikan dan menerbitkan kepada Pemegang Waran jumlah Saham Waran yang akan diterbitkan sesuai dengan Pemberitahuan Eksekusi tersebut dan menyetorkan dengan Saham Waran tersebut ke dalam sub-akun yang dimiliki di Perusahaan Sekuritas terhadap pembayaran uang pembelian saham total yang harus dibayar oleh Pemegang Waran sebagaimana dimaksud pada ayat (iii) (B) di bawah ini; (C) menyampaikan surat instruksi yang tidak dapat

247 Security Company instructing such custodian to execute the book-entry settlement between the Company's securities sub-account with KSEI and the Warrantholder's securities sub-account through the over the Counter of Central Depository and Book Entry Settlement System/ C-BEST by debiting the Warrant Shares from the Company's securities sub-account with KSEI and crediting the Warrant Shares to the Warrantholder's subaccount with KSEI; and dibatalkan kepada Perusahaan Sekuritas yang menginstruksikan kustodian tersebut untuk melakukan penyelesaian pemindahbukuan antara sub-akun efek Perusahaan dengan KSEI dan sub-akun efekpemegang Wararn melalui Sistem Penyelesaian Kustodian Sentral dan Pemindahbukuan / C- BEST dengan mendebet Saham Waran dari subakun efek Perusahaandi KSEI dan mengkredit Saham Waran ke subakun Pemegang Waran dengan KSEI; dan (D) enter the Warrantholder's name in the register of shareholders of the Company kept and maintained by BAE as the holder of the Shares so issued to the Warrantholder; (D) memasukkan nama Pemegang Waran dalam daftar pemegang saham Perseroan yang disimpan dan dipelihara oleh BAE sebagai pemegang Saham yang diterbitkan kepada Pemegang Waran; (iii) within two Business Days after receipt of the Company's notice under paragraph (b)(ii)(a) above, the Warrantholder shall: (iii) dalam dua Hari Kerja setelah menerima pemberitahuan Perusahaan berdasarkan ayat (b)(ii)(a) di atas, Pemegang Waran harus: (A) deliver to the Company the Certificate(s) relating to the Warrants exercised; and (A) menyerahkan kepada Perusahaan Sertifikat yang berkaitan dengan Waran yang dieksekusi; dan (B) remit to the Warrantholder's broker the total subscription moneys payable by the Warrantholder for such broker to execute settlement on the Warrant Shares under paragraph (b)(ii)(c) (B) mengirimkan kepada broker Pemegang Waran jumlah uang pembelian saham yang harus dibayar oleh Pemegang Waran kepada broker tersebut untuk melakukan eksekusi pada Saham Waran

248 above on behalf of the Warrantholder. 3.3 The exercise of the Warrants is at all times subject to these Conditions and Applicable Law including the rules of OJK and the Stock Exchange, and the Company undertakes that at all times: berdasarkan ayat (b)(ii)(c) di atas atas nama Pemegang Waran. 3.3 Eksekusi Waran akan setiap saat tunduk pada Ketentuan dan Hukum yang Berlaku termasuk peraturan OJK dan Bursa Efek, dan Perusahaan berjanji bahwa setiap saat: (a) the authorised capital of the Company shall be sufficient to enable any Warrant Shares to be issued to the Warrantholder in accordance with any Exercise Notice; (a) modal dasar Perusahaan harus cukup untuk memungkinkan Saham Waran diterbitkan kepada Pemegang Waran sesuai dengan Pemberitahuan Eksekusi; (b) the Company has all shareholder, corporate, governmental and other approvals as required by the Articles and any Applicable Law for the Warrant Shares to be issued to the Warrantholder in accordance with any Exercise Notice; (b) Perusahaan memiliki semua persetujuan dari pemegang saham, perusahaan, pemerintah dan persetujuan lainnya sebagaimana diwajibkan oleh Anggaran Dasar dan setiap Hukum Berlaku untuk Saham Waran yang akan diterbitkan kepada Pemegang Waran sesuai dengan Pemberitahuan Eksekusi; (c) the Company shall take all steps necessary to cause the Warrant Shares, immediately upon such exercise, to be listed on the Stock Exchange or any domestic securities exchange upon which the Shares or other securities constituting the Warrant Shares are listed at the time of such exercise; and (c) Perusahaan harus mengambil semua langkah yang diperlukan supaya Saham Waran, segera setelah pelaksanaan konversi, dicatatkan di Bursa Efek atau bursa efek dalam negeri lainnya dimana Saham atau sekuritas lain yang merupakan Saham Waran dicatatkan pada saat pelaksanaan konversi; dan (d) the Company shall pay all expenses in connection with, and all taxes (other than income taxes) and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of the Warrants. (d) Perusahaan harus membayar semua biaya sehubungan dengan, dan setiap pajak (selain pajak penghasilan) dan biaya pemerintah lainnya yang timbul sehubungan dengan, penerbitan atau pengiriman Saham Waran pada saat pelaksanaan konversi Waran. 3.4 Provision of information upon exercise of Warrants 3.4 Penyediaan informasi pada saat eksekusi Waran

249 Upon exercising any Warrants, a Warrantholder shall provide to the Company its corporate documents and/or such other documents as may be required and necessary under Applicable Law for the purpose of such exercise and registration of the name of the Warrantholder as the holder of Warrant Shares in the shareholders registry of the Company. Setelah eksekusi Waran dilakukan, Pemegang Waran harus memberikan dokumen perusahaan kepada Perusahaan dan / atau dokumen lain yang mungkin diperlukan dan perlu berdasarkan Hukum yang Berlaku untuk tujuan eksekusi dan pendaftaran nama Pemegang Waran tersebut sebagai pemegang Waran Dalam daftar pemegang saham Perusahaan. 3.5 Restriction on sale of Warrant Shares 3.5 Pembatasan penjualan Saham Waran The Warrantholders acknowledge that the Warrant Shares may be subject to a Lock Up Period pursuant to the prevailing Capital Market Law, the rules of OJK and the Stock Exchange. After the lapse of the relevant Lock Up Period (if any) affecting the transfer of Warrant Shares, a Warrantholder may sell all or any Warrant Shares without restriction. Para Pemegang Waran mengakui bahwa Saham Waran dapat dikenai Periode Lock Up sesuai dengan Undang-Undang Pasar Modal yang berlaku, peraturan OJK dan Bursa Efek. Setelah selesainya Periode Lock Up yang relevan (jika ada) yang mempengaruhi pengalihan Saham Waran, Pemegang Warrantholder dapat menjual semua atau sebagian Saham Waran tanpa batasan. 4. ADJUSTMENT 4. PENYESUAIAN 4.1 If the Company, prior to the exercise in whole or expiration of the Warrants: 4.1 Jika Perusahaan, sebelum pelaksaan konversi keseluruhan atau kedaluwarsa Waran: (a) undertakes any allotment or issue of Shares by way of capitalisation of profits or reserves; (a) melakukan penjatahan atau penerbitan saham dengan cara kapitalisasi laba atau cadangan; (b) undertakes any sub-division or consolidation or reclassification of Shares; (b) melakukan pemecahan atau konsolidasi atau reklasifikasi Saham; (c) undertakes any allotment or issue of Shares in lieu of a cash dividend or distribution; (c) melakukan penjatahan atau penerbitan Saham sebagai pengganti dividen atau distribusi tunai; (d) undertakes any pro rata repurchase offer in respect of its Shares; (d) melakukan penawaran pembelian kembali secara proporsional atas Sahamnya; (e) declares any cash dividend or distribution; (e) mengeluarkan dividen atau distribusi secara tunai; (f) undertakes any reduction of capital on a pro rata basis; or (e) melakukan pengurangan modal secara pro-rata; atau (g) undertakes any issue of Shares to its Shareholders by way of rights, options, warrants or otherwise; (g) melakukan penerbitan Saham kepada Pemegang Sahamnya dengan cara penerbitan hak, opsi, waran atau hak lainnya

250 (each an Adjustment Event), prior to, or at the same time as, the Adjustment Events, subject to the prevailing Indonesian capital market regulations and approval by OJK, the Company must adjust the Subscription Rights, the Warrant Strike Price, and the number of Warrant Shares so that after such adjustment the Warrant Strike Price and the total number of Warrant Shares in respect of which the Subscription Rights will then be, or be capable of being, exercised will carry; (masing-masing KejadianPenyesuaian), sebelum atau pada saat bersamaandengan Kejadian Penyesuaian,denganmerujuk kepada peraturan Hukum Pasar Modal Indonesia dan Persetujuan OJK Perusahaan harus menyesuaikan Hak Pembelian Saham, Harga Strike Waran, dan Jumlah Saham Waran, sehingga setelah disesuaikan,harga Strike Waran dan jumlah Saham Waran berkenaan dengan Hak Pembelian Saham saat itu, atau dapat dieksekusisehingga; (a) as nearly as possible (and in any event not less than) the same proportion (expressed as a percentage of the total number of votes exercisable on a poll in respect of all the Shares) of the votes exercisable in respect of all Shares; and (a) sedapat mungkin (yang tidak kurang dari) proporsi yang sama dari jumlah suara Saham (dinyatakan sebagai persentase dari jumlah total suara yang dapat dieksekusi dalam sebuah pengambilan suara mengenai Saham) dari suara yang dapat dieksekusi sehubungan dengan saham; dan (b) the same entitlement to participate (expressed as a percentage of the total entitlement conferred by all the Shares) in the profits and assets of the Company; (b) hak untuk mendapatkan bagian (dinyatakan sebagai persentase dari semua jumlah hak yang diberikan kepada semua Saham) atas keuntungan dan aset Perusahaan, as the total number of Warrant Shares which could have been subscribed pursuant to the Subscription Rights conferred by the Warrants then outstanding would have had, had the Adjustment Event not occurred. 4.2 At the time of the Adjustment Event, the Company shall send to each Warrantholder notice of the Adjustment Event, such notice to set out all material details of the proposed Adjustment Event and the adjustments to the Subscription Rights and Warrant Strike Price in accordance with Condition 4.1 (the Adjustments). 4.3 In calculating any Adjustments to the Subscription Rights pursuant to Condition 4.1, entitlements to a fraction of a Warrant Share greater than 0.5 or a fraction of a Warrant Share equal to or less than 0.5, be rounded up or down respectively to the nearest whole Warrant Share. 4.4 If, on or prior to the Expiry Date, the Company (or any other person controlling sebagai jumlah Saham Waran yang dapat diberikan sesuai dengan Hak Membeli Saham yang diberikan oleh Waran yang saat itu beredar, jika Penyesuaian tidak terjadi. 4.2 Pada saat Kejadian Penyesuaian, Perusahaan akan mengirimkan pemberitahuan kepada Pemegang Waran mengenai Kejadian Penyesuaian, di pemberitahuan tersebut akan ditulis semua rincian material dari Kejadian Penyesuaian yang diusulkan dan penyesuaian terhadap Harga Pembelian Saham dan Harga Strike Waran sesuai dengan Kondisi 4.1 (Penyesuaian). 4.3 Dalam menghitung Penyesuaian terhadap Hak Membeli Saham sesuai dengan Kondisi 4.1, hak atas pecahan Waran lebih besar dari 0,5 atau bagian dari Jumlah Waran yang sama dengan atau kurang dari 0,5, akan dibulatkan ke atas atau ke bawah terdekat (sehingga jumlah Waran bukan pecahan). 4.4 Jika, pada atau sebelum Tanggal Kedaluwarsa, Perusahaan (atau pihak lain yang

251 the Company) proposes a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, a Warrantholder shall receive the kind and number of other securities or assets which it would have been entitled to receive had it exercised its Warrants in full and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of the Warrants) immediately prior to the time of such dissolution, liquidation or winding up and the right to exercise the Warrants shall terminate on the date on which the holders of record of the Shares shall be entitled to exchange their Shares for securities or assets deliverable upon such dissolution, liquidation or winding up. mengendalikan Perusahaan) mengusulkan pembubaran sukarela atau tidak, likuidasi atau pengakhiran urusan Perusahaan, Pemegang Waran akan menerima jenis dan jumlah sekuritas lainnya atau aset yang berhak diterima jika telah melaksanakan konversi Warannya secara penuh dan memperoleh jumlah Waran yang dapat dikeluarkan sebagai hasil dari pelaksanaan konversi tersebut (tanpa mempertimbangkan batasan atau pembatasan terhadap apakah Waran dapat dikonversikan) segera sebelum waktu pembubaran, likuidasi atau pengakhiran tersebut dan hak untuk melaksanakan konversi Waran akan berakhir pada tanggal dimana pemegang Saham berhak untuk menukar saham mereka dengan jaminan aset yang dapat diserahkan pada saat pembubaran, likuidasi atau pengakhiran tersebut. 5. RIGHTS ATTACHING TO THE SHARES 5. HAK-HAK TERHADAP SAHAM The Warrant Shares allotted pursuant to the exercise of Subscription Rights shall: Saham Waran yang diberikan sesuai dengan pelaksanaan Hak Membeli Saham akan: (a) rank pari passu with the fully paid Shares then in issue, be nonassessable and free from all taxes with respect to the issuance thereof and from all liens, charges and security interests, and be issued without violation of any pre-emptive or similar rights of any Shareholder; and (a) berperingkat pari passu dengan saham yang disetor penuh kemudian diterbitkan, bebas dari semua pajak sehubungan dengan penerbitannya dan dari semua hak gadai, biaya dan jaminan, dikeluarkan tanpa melanggar hak-hak membeli terlebih dahulu atau hak serupa lainnya dari Pemegang Saham manapun; dan (b) be entitled to receive any dividend or other distribution which has previously been announced or declared provided that the date by which the holder of Shares must be registered to participate in such dividend or other distribution is after the date of the valid exercise of Subscription Rights. (b) berhak menerima dividen atau distribusi lainnya yang sebelumnya telah diumumkan atau dinyatakan, dengan syarat bahwa tanggal dimana pemegang saham terdaftar untuk berpartisipasi dalam pembagian dividen atau distribusi lainnya adalah setelah tanggal eksekusi Hak Membeli Saham. 6. AVAILABILITY OF SHARES 6. KETERSEDIAAN SAHAM Each Warrant is granted on the condition that each of the Shareholders has waived any pre-emptive or other rights it may have under the Articles or otherwise to the extent necessary to give effect to the terms of the Warrants and to enable Warrant Shares to be issued to the Warrantholder upon exercise of Warrants. Setiap Waran diterbitkan dengan syarat bahwa masingmasing Pemegang Saham melepaskan hak-hak membeli dahulu saham atau hak lain yang dimilikinya berdasarkan Anggaran Dasar atau hal lain yang diperlukan untuk memberlakukan ketentuan Waran dan untuk memungkinkan Saham Waran untuk

252 7. VARIATION OF RIGHTS 7. VARIASI HAK diterbitkan kepada Pemegang Waran pada saat eksekusi Waran. The Company shall not, except with the prior written consent of all Warrantholders, make any modification, alteration, abrogation or arrangement in respect of the rights of any Warrantholder against the Company or the Company against any Warrantholder with respect to the Warrants. Perusahaan tidak boleh, kecuali dengan persetujuan tertulis dari semua Pemegang Waran, untuk melakukan modifikasi, pengubahan, pembatalan atau pengaturan sehubungan dengan hak Pemegang Waran terhadap Perusahaan atau Perusahaan terhadap Pemegang Waran sehubungan dengan Waran. 8. CERTIFICATES AND REGISTER OF WARRANTS 8. SERTIFIKAT DAN PENDAFTARANWARAN 8.1 Certificate 8.1 Sertifikat Each Warrantholder shall be entitled to a Certificate in respect of the Warrants held by it, which shall have endorsed thereon these Conditions. Each Certificate shall, to the extent that the number of Warrant Shares to which the Certificate relates contains a fraction of a Share greater than 0.5 or a fraction of a Share equal to or less than 0.5, be rounded up or down respectively to the nearest whole Share. Setiap Pemegang Waran berhak atas Sertifikat sehubungan dengan setiap Waran yang dipegang olehnya, yang harus terdapat endorsemenataskondisi Setiap Sertifikat harus, sepanjang jumlah Saham Waran berkenaan dengan sertifikat pecahan yang lebih besar dari 0,5 atau sama dengan atau lebih kecil 0,5, akan dibulatkan ke atas atau ke bawah masing-masing ke jumlah keseluruhan terdekat (sehingga tidak ada pecahan). 8.2 Duplicate Certificate 8.2 Sertifikat Duplikat If the Warrantholder requires a duplicate Certificate in respect of the Warrants standing to its name, such duplicate Certificate shall be provided promptly by the Company on request by the Warrantholder. Jika Pemegang Waran memerlukan Sertifikat duplikat sehubungan dengan status Waran atas namanya, Sertifikat duplikat tersebut harus segera diberikan oleh Perusahaan atas permintaan Pemegang Waran. 8.3 Replacement Certificates 8.3 Sertifikat Pengganti If a Certificate is lost, stolen, worn-out, defaced or destroyed, it may be renewed on such terms as to evidence, identity, indemnity and expense incurred by the Company in investigating or verifying title as the directors of the Company may reasonably think fit PROVIDED THAT in the case of defacement or being worn out the Certificate must be surrendered before a new Certificate is issued. Jika Sertifikat hilang, dicuri, aus, rusak atau musnah, Sertifikat tersebut dapat diperbaharui dengan persyaratan tertentu untuk membuktikan, mengganti rugi dan biaya yang dikeluarkan oleh Perusahaan dalam menyelidiki atau memverifikasi bukti hak sebagaimana diperlukan oleh direksi Perusahaan DENGAN SYARAT dalam hal Sertifikat rusak atau aus, Sertifikat tersebut harus diserahkan sebelum Sertifikat baru dikeluarkan. 8.4 Register 8.4 Daftar

253 The Company shall cause the Register to be kept at the specified office of the Registrar (currently at [address] and upon any change to the Registrar or its specified office, the Company shall promptly give notice in writing to the Warrantholders in accordance with Condition 11) on which shall be entered in respect of each Warrantholder: Perusahaan akan akan mengakibatkan Pencatat untuk menyimpan dalam kantor Pencatat (dalam alamat atas perubahan atas Pencatat atau kantornya, Perusahaan harus memberiahukan segera pemegang waran sesuai kondisi 11 yang memuat hal sebagai berikut dari pemegang waran (a) its name and address; (including any address provided if such Warrantholder wishes to receive information by way of ); (a) nama dan alamat (termasuk alamat yang diberikan jika Pemegang Waran tersebut ingin menerima informasi melalui ); (b) the facsimile and address (if such Warrantholder wishes to receive information by way of ) of the relevant contact persons for such Warrantholder; (b) Faximil dan alamat (bila pemgang waran meminta untuk menerima informasi melalui ) dari kontak person dari Pemegang Waran (c) the names of its authorised signatories; (c) Nama penandatangan yang berwenang (d) the particulars of the Warrants held by it (including, without limitation, the number of Warrants registered in the name of such Warrantholder and the number of Warrant Shares represented by the Warrants of such Warrantholder; (d) jumlah Saham Waran yang yang dipegang (termasuk tidak terbatas oleh jumlah Waran yang terdaftar atas nama pemgang waran tersebut dan jumlah Saham waran yang mewakili waran dari pemegang waran (e) the date at which the name of the Warrantholder is entered in respect of the Warrants standing in its name and the Certificate(s) issued to the Warrantholder;.and (e) tanggal di mana nama Pemegang Waran dicatat sehubungan dengan Waran yang dengan Sertifikat yang dikeluarkan kepada Pemegang Waran dan. (f) the details of all transfers of the Warrants. (f) Detail dari semua pengalihan Waran Any change of name or address on the part of the Warrantholder shall be notified to the Company and thereupon the register shall be altered accordingly. Copies of the Register shall be provided by the Company to a Warrantholder upon request. Setiap perubahan nama atau alamat dari Pemegang Waran harus diberitahukan kepada Perusahaan dan setelah itu pendaftarannya diubah. Fotocopy atas Daftar harus disediakan oleh Perusahaan kepada Pemgang Waran setlah diminta 9. TRANSFERS; ISSUE OF CERTIFICATES 9. PENGALIHAN, PENGELUARAN SERTIFIKAT

254 9.1 Each Warrant is freely transferable, at any time, in whole but not in part, and shall be transferred by delivering to the Company the Certificate issued in respect of that Warrant with the form of transfer on the back ( Warrant Transfer Certificate ) duly completed and signed by the Warrantholder or his attorney in writing, to the specified office of the Company (currently [address] and upon any change to such specified office, the Company shall promptly given notice in writing to the Warrantholders in accordance with Condition 11). The Registrar shall promptly (and the Company shall procure that the Registar registers) such transfer upon compliance with the foregoing. Registration of a transfer of Warrants and issuances of new Certificates will be effected without charge to the Warrantholder by the Registrar and the Company Each new Certificate to be issued upon a transfer or exercise of Warrants shall, within five (5) Business Days of delivery to the Company of the original Certificate and Warrant Transfer Certificae duly completed and signed, be issued and made available for collection at the specified office of the Company or Registrar, if so requested in the Warrant Transfer Certificate, be mailed by insured mail at the risk of the Warranthodler entitled to the Warrants (to the address specified in the Warrant Transfer Certificate. Where only some of the Warrants in respect of which a Certifice is issued are to be transferred or exercised, a new Certificate in respect of the Warrants not so transferred or exercised will, within five (5) Business Days of delivery to the Company of the original Certificate, be made available for collection at the specified office of the Company or Registrar, if so requested in the Warrant Transfer Certificate, be mailed by uninsured mail at the risk of the holder of the Warrants not so transferred or exercised) to the address of such Warrantholder appearing on the Register. Setiap Waran dapat dialihkan secara bebas, di waktu kapan pun, secara keseluruhan tetapi tidak hanya sebagian, dan dapat dialihkan dengan menyerahkan kepada Perusahaan melalui alamat tertentu Sertifikat yang dikeluarkan sehubungan dengan Waran dengan formulir pengalihan dibelakang ("Sertifikat Pengalihan Waran") yang ditandatangani oleh Pemegang Waran atau kuasanya secara tertulis dan setelah perubahan alamat tertentu Perusahaan segera memberikan pemberitahuan secara tertulis kepada Pemgang Waran sesuai Kondisi 11. Pencatat segera (dan Perusahaan harus mengadakan catatan Pencatat) atas pengalihan setelah memenuhi ketentuan dimaksud. Pendaftaran atas pengalihan atas Waran dan penerbitan sertifikat baru akan berlaku tanpa ada biaya kepada pemegang waran dari Pencatat dan Perusahaan 9.2 Setiap Sertifikat baru akan dikeluarkan setelah pengalihan atau pelaksanaan dar Waram, dalam 5 hari kerja disampaikan kepada Perusahaan asli dari Sertifikat dan Sertifikat Pengalihan Waran yang telah lengkap di tanda tangani, dikeluarkan dan akan tersedia untuk dikumpulkan pada Kantor Perusahaan atau Pencatat, Dalam hal demikian permintaan sertifikat pengalihan waran harus disampaikan dengan surat dengan surat tercatat dengan resiko pada pemgang waran yang berhak atas waran kepada alamat yang tertuang pada Sertifikat Pengalihan waran. Dimana hanya beberapa waran dalam kaitannya dengan pensertifkatan, Sertikat Baru sehubungan dengan waran tidak dialihkan atau dilaksanakan dalam 5 hari kerja sertifikat asli diserahkan kepada Perusahaan, tersedia untuk dikumpulkan pada kantor Perusahaan atau Pencatat Dalam hal demikian permintaan sertifikat pengalihan waran harus disampaikan dengan surat dengan surat tercatat dengan resiko pada pemegang waran yang berhak atas waran (kepada alamat dimana pemegang waran hadir bagi daftar tersebut 10. ENTITLEMENT 10. KEPEMILIKAN HAK The Warrantholder shall be recognised by the Company as entitled to its Warrants free from any equity, set-off or counter-claim on the part of the Company against the original or any intermediate holder of the relevant Warrants. The Company is entitled to rely on the signatures on a Warrant Transfer Certificate and any Exercise Notice and shall have no duty to verify any signature on such documents. Pemegang Waran diakui oleh Perusahaan berhak atas Warannya bebas dari ekuitas, set-off atau klaim balasan dari Perusahaan terhadap pemegang waran asli atau perantara dari Waran yang bersangkutan. Perusahaan berhak untuk mengandalkan tanda tangan pada Sertifikat Pengalihan Waran dan Pemberitahuan Eksekusi dan tidak memiliki kewajiban untuk memverifikasi tanda tangan pada dokumen tersebut.

255 11. NOTICES 11. PEMBERITAHUAN 11.1 Communications in writing 11.1 Komunikasi secara tertulis Any communication to be made under or in connection with the Warrants (including any Exercise Notice) shall be made in writing and, unless otherwise stated, may be made by fax or letter. Setiap komunikasi yang dilakukan berdasarkan atau sehubungan dengan Waran (termasuk Pemberitahuan Eksekusi) harus dibuat secara tertulis dan, kecuali dinyatakan lain, dapat dilakukan melalui faks atau surat Addresses 11.2 Alamat The address and fax number of the Company and each Warrantholder for any communication or document to be made or delivered under or in connection with the Warrants is: Nomor alamat dan faksimile Perusahaan dan setiap Pemegang Waran untuk setiap komunikasi atau dokumen yang dibuat atau disampaikan di bawah atau sehubungan dengan Waran adalah: (a) in the case of the Company: Address: Wisma Bakrie 1, Lantai 6 and 7, Jalan H.R. Rasuna Said Kaveling B- 1, Jakarta, Indonesia Fax No.: +62 [ ] Attention: [ ] (a) Dalam hal Perusahaan: Alamat: Wisma Bakrie 1, Lantai 6 dan 7, Jalan H.R. Rasuna Said Kaveling B-1,Jakarta, Indonesia Fax No: +62 [] Untuk Perhatian: [] (b) in the case of a Warrantholder, that identified in the Register. (b) Dalam hal Pemegang Waran, yang diidentifikasi dalam Register Delivery 11.3 Pengiriman Any communication or document made or delivered by one person to another under or in connection with the Warrants will only be effective. Setiap komunikasi atau dokumen yang dibuat atau disampaikan oleh satu orang ke orang lain di bawah atau sehubungan dengan Waran hanya akan efektif. (a) if by way of fax, when received in legible form; or (a) jika dengan cara fax, bila diterima dalam bentuk terbaca; atau (b) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; (b) jika dengan cara surat, bila telah diserahkan ke alamat yang bersangkutan atau lima (5) Hari Kerja setelah ditempatkan dalam pos pos yang dibayar dimuka dalam amplop yang ditujukan kepadanya di alamat tersebut; and, if a particular person is specified as part of its address details provided under Condition 11.2, if addressed to that person. dan, jika seseorang dinyatakan secara jelas sebagai bagian dari rincian alamat yang diatur dalam Kondisi 11.2, jika ditujukan kepada orang itu English language 11.4 Bahasa Inggris

256 Any notice given under or in connection with the Warrants must be in English. Pemberitahuan yang diberikan di bawah atau sehubungan dengan Waran harus dalam bahasa Inggris. 12. INFORMATION 12. INFORMASI 12.1 Financial statements 12.1 Laporan keuangan The Company shall supply to each Warrantholder: Perusahaan harus menyerahkan ke masingmasing Pemegang Waran: (a) as soon as the same become available, but in any event within 90 days after the end of each of its financial years: (a) segera setelah tersedia, namun dalam hal apapun dalam 90 hari setelah akhir setiap tahun keuangannya: (i) its audited consolidated financial statements for that financial year; and (ii) the audited financial statements of each of its other subsidiaries (including GAP and PBU) for that financial year; and (i) (ii) laporan keuangan konsolidasian untuk tahun buku yang diaudit; dan laporan keuangan yang diaudit masing-masing anak perusahaannya yang lain (termasuk GAP dan PBU) untuk tahun buku tersebut; dan (b) as soon as the same become available, but in any event within 30 days after the end of each quarter of each of its financial years (b) segera setelah hal itu tersedia, namun dalam hal apapun dalam 30 hari setelah akhir setiap kuartal dari setiap tahun keuangannya (i) its consolidated financial statements for that period; and (i) laporan keuangan konsolidasi untuk periode tersebut; dan (ii) the financial statements of each of its other subsidiaries (including GAP and PBU) for that period. (ii) laporan keuangan masingmasing anak perusahaannya yang lain (termasuk GAP dan PBU) untuk periode tersebut Information: miscellaneous 12.2 Informasi: lain-lain The Company shall supply to each Warrantholder: Perusahaan harus menyerahkankemasingmasing Pemegang Waran: (a) all documents despatched by it to its Shareholders (or any class of them) or its creditors generally at the same time as they are despatched; (a) semua dokumen yang dikirimkan kepadanya kepada Pemegang Saham (atau kelompoknya) atau krediturnya pada umumnya bersamaan dengan pengiriman; (b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, (b) segera setelah mengetahui hal tersebut, rincian proses pengadilan, arbitrase atau administrasi yang berlaku saat ini, terancam atau sedang dalam proses

257 threatened or pending against it or any of its subsidiaries or parent companies (or against the directors of it or any of its subsidiaries or parent companies), and which might, if adversely determined, have a material adverse effect; and terhadapnya atau anak perusahaan atau perusahaan induknya (atau terhadap direktur dari nya atau anak perusahaan atau perusahaan induknya), yang mungkin, jika diputus secara merugikan, memiliki efek merugikan yang material; and (c) promptly, such further information regarding the financial condition, business and operations of it or any of its subsidiaries or parent companies as a Warrantholder may reasonably request. (c) segera, informasi lebih lanjut mengenai kondisi keuangan, bisnis dan operasi darinya atau anak perusahaan atau perusahaan induknya sebagaimana dapat diminta secara wajar olehpemegangwaran. 13 Governing Law 13 Hukum yang Berlaku The Warrants and the rights and obligations of the Company and holders of the Warrants in respect of the Warrants shall be governed by and construed in accordance with the laws of Indonesia. Perjanjian ini dan hak dan kewajiban Perusahaan dan Pemegang Waran sehubungan dengan Waran akan diatur oleh dan ditafsirkan sesuai dengan hukum Indonesia. 14 Arbitration 14 Arbitrasi 14.1 Any dispute arising out of or in connection with the Warrants including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause Para Pihak sepakat bahwa setiap perselisihan yang timbul dari atau sehubungan dengan Perjanjian ini, termasuk pertanyaan apapun mengenai keberadaan, keabsahan atau penghentiannya, harus dirujuk dan akhirnya diselesaikan oleh arbitrase yang dikelola oleh Singapore International Arbitration Centre (SIAC) sesuai dengan Aturan Arbitrasi dari Pusat Arbitrasi Internasional Singapura (SIAC Rules) untuk saat ini yang berlaku, peraturan mana yang dianggap dimasukkan sebagai referensi dalam klausul ini. Untuk tujuan ini, para Pihak sepakat bahwa: (a) (b) (c) The seat of the arbitration shall be Singapore; the number of arbitrators shall be one; and the language of the arbitration shall be English. (a) Tempat Arbitrase harus Di Singapura (b) jumlah arbiter 1 (c) Bahasa arbitrasi adalah bahasa Inggris 14.2 The arbitral award shall be final and binding upon the parties to any arbitration commenced in accordance with this Condition 14 and any such award may be enforced by any court having jurisdiction over the parties to such arbitration. The parties to any arbitration commenced in 14.2 Putusa Arbitrase adalah final dan mengikat terhadap Para Pihak. Para Pihak sepakat bahwa tiap putusan arbitrase yang dilakukan berdasarkan syarat 14 yang diputus oleh dapat dilaksanakan oleh pengadilan yang memiliki yurisdiksi atas Para Pihak. Para Pihak sepakat

258 accordance with this Condition 14 undertake to carry out any award of the arbitral tribunal without delay To the extent applicable, each party to any arbitration commenced in accordance with Condition 14: (a) expressly and irrevocably waives the applicability of Section 73 paragraph (b) of Indonesian Law No. 30 of 1999 concerning Arbitration and Alternative Dispute Resolution (the Arbitration Law) so that the appointment of arbitrators shall not terminate within a specified time and the mandate of the arbitrator shall remain in effect until a final arbitration award has been issued; (b) agrees not to challenge or resist the enforcement by any other party of an arbitral award issued pursuant to such arbitration and expressly waives all provisions of Indonesian laws and regulations that would otherwise give the right to appeal against the decision of the arbitrator to any court or other tribunal; (c) expressly waives the applicability of Section 48(1) of the Arbitration Law and agrees that the arbitration proceedings need not be completed within a specific time period; untuk melaksanakan dalam Syarat 14 setiap putusan arbitrase tanpa penundaan 14.3 Sejauh yang berlaku, masing-masing Pihak terhadap setiap arbitrase yang dilakukan berdasarkan Syarat 14 (a) dengan ini secara tegas dan tidak dapat dibatalkan membebaskan penerapan Pasal 73 ayat (b) Undang-Undang Nomor 30 Tahun 1999 tentang Arbitrase dan Alternatif Penyelesaian Sengketa (UU Arbitrase) sehingga penunjukan arbiter tidak akan berakhir dalam waktu yang ditentukan dan mandat arbiter tetap berlaku sampai putusan arbitrase terakhir dikeluarkan. (b) Para Pihak dengan ini setuju bahwa keduanya tidak akan menentang atau menolak tindakan penegakan hukum yang diambil oleh suatu Pihak yang mendukung keputusan arbiter yang telah diberikan, dan dengan ini secara tegas melepaskan semua ketentuan peraturan perundang-undangan di Indonesia yang memberikan hak untuk mengajukan banding terhadap keputusan arbiter ke pengadilan atau pengadilan lainnya (c). Masing-masing Pihak dengan ini secara tegas melepaskan penerapan Pasal 48(1) UU Arbitrase dan menyetujui bahwa proses arbitrase tidak perlu diselesaikan dalam jangka waktu tertentu 14.4 For the purposes of enforcing any arbitration award only, each party to any arbitration commenced in accordance with Condition 14 chooses the general, permanent and non-exclusive domicile of the Office of the Registrar of the Central Jakarta District Court (Kantor Panitera Pengadilan Negeri Jakarta Pusat) without prejudice to any other party's rights to enforce the arbitration award issued pursuant to such arbitration in any court having jurisdiction over such party Untuk tujuan menegakkan pemberian arbitrase saja, Para Pihak memilih domisili umum, permanen dan tidak eksklusif dari Kantor Panitera Pengadilan Negeri Jakarta Pusat (Kantor Panitera Pengadilan Negeri Jakarta Pusat) tanpa mengurangi hak Pihak atas pemberlakuan putusan arbitrase di pengadilan mana pun yang memiliki yurisdiksi atas Pihak lain.

259 [Date] To: PT Bakrieland Development Tbk. Schedule 3 / Jadwal 3 Warrants Agreement dated [] by and between PT Bakrieland Development Tbk. and the Initial Warrantholders listed therein (the Warrants Agreement ) Dear Sirs, 1. We refer the Warrants Agreement. Capitalised terms used but not defined herein have the meaning given to them in the Warrants Agreement. 2. This is an Exercise Notice. 3. We, being the holder of the number of Warrants specified below, hereby irrevocably elect to exercise such Warrants into fully-paid ordinary shares of the Company in accordance with the terms and conditions of the Warrants. Identifying numbers of Warrants to be exercised: Total number of Warrants: Identifying numbers of the Certificates deposited in respect of Warrants to be exercised Warrant Strike Price: [ ] per Warrant. 4. The details of the securities account (with a bank enrolled in C-BEST) to which the Warrant Shares deliverable upon the exercise of the Warrants pursuant to this Exercise Notice are as follows: C-BEST Account Bank Name: C-BEST Account Number: SWIFT Code: Account Name at C-BEST Bank: Account Number at C-BEST Bank: Responsible Employee Name: Phone: Fax: Address: 5. The Certificate(s) representing the Warrants exercised hereby accompany this Exercise Notice. 6. We hereby request that a Certificcate evidencing the Warrants not so exercised be issued in our name and be [made available for collection a the specified office of the Company / despatched (at our risk) to the person whose name and address is given below and in the manner specified below in accordance with Condition 9.2]* Delete as appropriate. Name: Address:

260 For and on behalf of [Name of Warrantholder] Name: Title:

261 Schedule 4 / Jadwal 4 The Warrantholders / Pemegang Waran Name of the Warrantholder / Nama Pemegang Waran No. of Warrants / Jumlah Waran TOTAL / JUMLAH US$ / US$

262 APPENDIX 9 INFORMATION MEMORANDUM

263 EXCHANGE OFFER MEMORANDUM DATED 31 AUGUST 2017 NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES CONFIDENTIAL BLD Investments Pte. Ltd. Offer to Exchange: (a) any and all of BLD Investments Pte. Ltd. s outstanding US$155,000, % Guaranteed Equity Linked Bonds due 2015; and (b) all amounts payable to the Trustee (as defined herein) in respect of the remuneration and expenses due to it under the terms of the Trust Deed (including, without limitation, pursuant to clause 14 (Remuneration and Indemnification of the Trustee) of the Trust Deed (as defined herein)); for shares in PT Graha Andrasentra Propertindo Tbk. and warrants to subscribe for new shares in PT Bakrieland Development Tbk. BLD Investments Pte. Ltd. (the Existing Issuer ) is presently unable to comply with its payment obligations in respect of the US$155,000, % Guaranteed Equity Linked Bonds due 2015 (the Existing Notes ) issued under a trust deed dated March 23, 2010, by and among the Existing Issuer, PT Bakrieland Development Tbk (the Warrant Issuer ), as guarantor, and The Bank of New York Mellon, in its capacity as trustee (the Trustee ) (the Trust Deed ). To effect an arrangement and compromise in respect of the Existing Notes and to release the Existing Issuer and the Warrant Issuer from any indebtedness arising in respect of the Existing Notes and under the Trust Deed, the Existing Issuer has proposed a scheme of arrangement (the Scheme ) under Section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore (the Act ) to the holders of the Existing Notes (the Existing Noteholders ) and the Trustee (in respect of all amounts payable to the Trustee in respect of the remuneration and expenses due to it under the terms of the Trust Deed (including, without limitation, pursuant to clause 14 (Remuneration and Indemnification of the Trustee) of the Trust Deed (the Remuneration and Expenses Claim )). In order for the Scheme to become effective: (i) the Scheme must be approved by a majority in number representing three fourths by value of the Scheme Creditors (as defined herein) present and voting (in person or by proxy) at the meeting of creditors ( Scheme Meeting ) convened by the High Court of the Republic of Singapore (the Court ) for purposes of considering and, if thought fit, approving, the Scheme; (ii) the Scheme must be sanctioned by the Court; and (iii) an office copy of the Court order sanctioning the Scheme must be delivered to the Accounting and Corporate Regulatory Authority of the Republic of Singapore. If the Scheme becomes effective, it will (under the laws of the Republic of Singapore) be binding on all Scheme Creditors. A Scheme Creditor means a creditor of the Existing Issuer in respect of a claim against the Existing Issuer and the Warrant Issuer arising directly or indirectly out of, in relation to and/or in connection with the Trust Deed and/or the Existing Notes (including claims by the Trustee for remuneration and expenses due to it under the terms of the Trust Deed), including but not limited to Existing Noteholders and the Trustee (in respect of its Remuneration and Expenses Claim). We are launching this exchange offer (the Exchange Offer ) to implement the Scheme. Pursuant to the Scheme and this Exchange Offer, BLD Investments Pte. Ltd. is offering to exchange (a) any and all of the Existing Notes and (b) the Trustee s Remuneration and Expenses Claim for a consideration of: (i) 8,563,472,860 ordinary shares in PT Graha Andrasentra Propertindo Tbk. (the Share Issuer ) and together with the Warrant Issuer, the New Securities Issuers ) in scripless form (representing 37.9 % of the issued and outstanding share capital of the Share Issuer on a fully diluted basis) (the GAP Shares ) in satisfaction of IDR 1,198,886,200,400 of the Outstanding Amount (as defined herein) (based on an USD/IDR exchange rate of US$1.00: IDR 13,366); and (ii) 2,518,461,951 warrants to subscribe for new shares in its share capital (the Warrants and together with the GAP Shares, the Scheme Consideration ) in

264 satisfaction of IDR 2,518,461,951,406 of the Outstanding Amount (based on an USD/IDR exchange rate of US$1.00: IDR 13,366). See The Exchange Offer, Summary of the Warrants and Summary of the GAP Shares. In the event that the Scheme becomes effective, the Existing Issuer and the Warrant Issuer will be released from any indebtedness arising in respect of the Existing Notes and under the Trust Deed following completion of the GAP Share Transfer in accordance with the terms of the Scheme in accordance with the terms of the Scheme and of this Exchange Offer. The Warrant Issuer will further undertake to use its best efforts to obtain the approval of the requisite majority of shareholders and all applicable regulatory authorities for the issuance and settlement of the Warrants and issuing the Warrants as soon as practicable thereafter and in accordance with the terms of the Scheme and the prevailing laws and regulations of the Republic of Indonesia, provided that, in the event that the Warrants are not Approved (as defined in the Scheme documents) on or prior to the Release Date (as defined in the Scheme documents), from the Release Date henceforth, the Warrant Issue will not be under any further obligation to seek Approval (as defined in the Scheme documents) and/or issue the Warrants. For the avoidance of doubt, the failure to issue the Warrants shall not in any way whatsoever affect the release of the Existing Issuer and the Warrant Issuer from any indebtedness arising in respect of the Existing Notes and under the Trust Deed following completion of the GAP Share Transfer in accordance with the terms of the Scheme. The Exchange Offer will expire at the Bar Time as defined in the Scheme documents (the Expiration Time ). The obligation of the New Securities Issuers to accept for exchange the Existing Notes validly tendered is subject to, and conditional upon, the Scheme becoming effective. Each holder of the Existing Notes and the Trustee that votes in favour of the Scheme at the Scheme Meeting will be treated as having validly tendered its Existing Notes and its Remuneration and Expenses Claim for exchange. In addition, in the event that the Scheme becomes effective all holders of the Existing Notes and the Trustee will be bound to tender their Existing Notes and the Remuneration and Expenses Claim (as the case may be) for the Scheme Consideration on or prior to the Expiration Time. Accordingly, if the Scheme becomes effective, any holder of the Existing Notes and/or the Trustee that does not tender its Existing Notes and/or its Remuneration and Expenses Claim for exchange prior to the Expiration Time will be treated as having tendered its Existing Notes and/or its Remuneration and Expenses Claim for exchange immediately prior to the Expiration Time. THE EXCHANGE OF THE EXISTING NOTES AND THE REUMUNERATION AND EXPENSES CLAIM FOR THE SCHEME CONSIDERATION INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS BEGINNING ON PAGE 13 OF THIS EXCHANGE OFFER MEMORANDUM FOR A DISCUSSION OF RISKS THAT YOU SHOULD CONSIDER PRIOR TO TENDERING EXISTING NOTES OR THE REMUNERATION AND EXPENSES CLAIM. The GAP Shares and the Warrants have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), nor the securities laws of any state of the United States. Accordingly, the GAP Shares and the Warrants are being offered outside the United States in accordance with Regulation S under the Securities Act. In the event that any holder of the Existing Notes or the Trusee is resident in the United States, the New Securities Issuers will be relying on the exemption from registration under Section 3(a)(10) of the Securities Act. The Court has been informed that any order sanctioning the Scheme, if granted, will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10). This Exchange Offer Memorandum is dated as of 31 August 2017

265 TABLE OF CONTENTS SUMMARY... 1 RISK FACTORS EXCHANGE RATE INFORMATION AND EXCHANGE CONTROL INFORMATION THE EXCHANGE OFFER MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS INDUSTRY MANAGEMENT SHARE CAPITAL AND SHAREHOLDERS RELATED PARTY TRANSACTIONS TAXATION TRANSFER RESTRICTIONS OFFERING RESTRICTIONS INDONESIAN CAPITAL MARKETS INDEPENDENT AUDITORS Page

266 NOTICE TO PARTICIPANTS For information about the Exchange Offer and the Scheme Consideration, you should rely only on the information contained in this Exchange Offer Memorandum. We have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Holders of Existing Notes and/or the Trustee who have certified to the Existing Issuer pursuant to an account holder letter or proof of debt (as the case may be) that they are eligible to receive Scheme Consideration are referred to as Eligible Scheme Creditors. Only Eligible Scheme Creditors are authorized to receive Scheme Consideration in the Exchange Offer. Each Eligible Scheme Creditor, by accepting the Exchange Offer, will be deemed to have made certain acknowledgments, representations and agreements as set forth under Transfer Restrictions. The GAP Shares and Warrants have not been registered under the Securities Act or any state securities laws or the laws of any other jurisdiction, are subject to restrictions on transferability and resales, and unless so registered, may not be transferred or resold except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. Each person acquiring the GAP Shares and the Warrants in the Exchange Offer should be aware that it may be required to bear the financial risks of this investment for an indefinite period of time. Each person contemplating accepting the Exchange Offer and making an investment in the GAP Shares and the Warrants must make its own investigation and analysis of the creditworthiness of the New Securities Issuers and its own determination of the suitability of such investment, with particular reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection with such investment. The delivery of this Exchange Offer Memorandum shall not in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Existing Issuer or the New Securities Issuers since the date of this Exchange Offer Memorandum. Unless otherwise indicated, all information in this Exchange Offer Memorandum is given as of the date hereof. The New Securities Issuers do not undertake any obligation to publicly update or review this Exchange Offer Memorandum, whether as a result of new information, future events or otherwise. This Exchange Offer Memorandum does not constitute an offer of, or the solicitation of an offer to exchange Existing Notes and/or the Remuneration and Expenses Claim into the GAP Shares or the Warrants in any jurisdiction where it is unlawful to make such an offer or solicitation. 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 to inform themselves about and to observe any such restrictions. This Exchange Offer Memorandum may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorized or is unlawful. None of the Existing Issuer or the New Securities Issuers or any of its affiliates or agents makes any representation about the legality of the acceptance of the Exchange Offer or the acquisition of the GAP Shares or the Warrants by an investor under applicable investment or similar laws. None of the Existing Issuer or the New Securities Issuers or any of their affiliates or agents makes any recommendation as to whether holders of the Existing Notes or the Trustee should tender the Existing Notes or the Remuneration and Expenses Claim pursuant to the Exchange Offer and, if given or made any such recommendation may not be relied upon as authorized by the Existing Issuer or the New Securities Issuers and any of their respective affiliates or agents. Each prospective investor is advised to consult its own counsel and business adviser as to legal, business and related matters concerning the acceptance of the Exchange Offer and the Scheme Consideration. The contents of this Exchange Offer Memorandum are not to be construed as legal, business or tax advice. Each prospective purchaser of the GAP Shares or the Warrants must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the GAP Shares or the Warrants and must obtain any consent, approval or permission required of it for the purchase, offer or sale by it of the GAP Shares i

267 or the Warrants under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and none of the New Securities Issuers or any of its respective affiliates or agents shall have any responsibility therefor. This Exchange Offer Memorandum contains summaries intended to be accurate with respect to certain terms of the Scheme Consideration, but reference is made to the actual documents, certain of which will be made available free of charge to prospective investors upon request to the Existing Issuer, for complete information with respect thereto, and all summaries are qualified in their entirety by such reference. Notwithstanding anything to the contrary contained herein, a holder of the Existing Notes, beneficial owner of the Existing Notes or the Trustee (and each employee, representative, or other agent of a holder of the Existing Notes, beneficial owner of the Existing Notes, or the Trustee) may disclose to any and all persons, without limitation of any kind, the U.S. federal and state tax treatment and U.S. federal and state tax structure of the transactions described in this Exchange Offer Memorandum and all materials of any kind that are provided to the holder of the Existing Notes, beneficial owner of the Existing Notes or the Trustee relating to such tax treatment and tax structure (as such terms are defined in Treasury Regulation section ). This authorization of tax disclosure is retroactively effective to the commencement of discussions with holders of the Existing Notes, beneficial owners of the Existing Notes, and the Trustee regarding the transactions contemplated herein. NOTICE TO INVESTORS IN THE REPUBLIC OF INDONESIA The Warrants have not been issued or sold and will not be issued or sold to any Indonesian nationals, corporations or residents (unless they are noteholder which proofed by sufficient evident), including by way of invitation, offering or advertisement, and this Exchange Offer Memorandum and any other disclosure material relating to the Warrants has not been published and distributed, and the Warrant will be issued and distributed in a manner of non pre-emptive right under the capital market laws aand regulations of the Republic of Indonesia. NOTICE TO INVESTORS IN SINGAPORE This Exchange Offer Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Exchange Offer Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Warrants may not be circulated or distributed, nor may the Warrants be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to existing holders of the Existing Notes pursuant to Section 273(1)(cf) of the Securities and Futures Act (Chapter 289) of Singapore (the Securities and Futures Act ) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This Exchange Offer Memorandum contains forward-looking statements and information that involves risks, uncertainties and assumptions. Forward-looking statements are statements that concern plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including, but not limited to, those that are identified by the use of words such as anticipates, believes, estimates, expects, intends, plans, predicts, projects and similar expressions. Such forward-looking statements include, without limitation, the competitive environment in which we operate, general economic and business conditions, political, economic and social developments in Indonesia particularly changes in economic growth rates, changes in governmental regulations, changes in interest rates and other factors beyond the New Securities Issuers control. Risks and uncertainties that could affect the New Securities Issuers include, without limitation: fluctuations in foreign currency exchange rates; difficulties in raising additional financing to fund future capital expenditures, acquisition and other general corporate activities; economic, social and political conditions in Indonesia; changes in regulations in Indonesia which may increase regulatory burdens; and ii

268 other risks related to the New Securities Issuers and their related companies (collectively referred to as the Group ) business, industry and the region in which it operates. Should one or more of such risks and uncertainties materialize, or should any underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated in the applicable forward-looking statements. Any forward-looking statement or information contained in this document speaks only as of the date the statement was made. All forward-looking statements made herein and elsewhere are qualified in their entirety by the risk factors discussed in Risk Factors and other cautionary statements appearing in Management s Discussion and Analysis of Financial Condition and Results of Operations. These risk factors and statements describe circumstances that could cause actual results to differ materially from those contained in any forward-looking statement. We do not intend to update forward-looking statements made herein to reflect actual results or changes in assumptions or other factors that could affect those statements. iii

269 PRESENTATION OF FINANCIAL AND OTHER DATA Financial Data The Share Issuer s and the Warrant Issuer s audited consolidated financial statements for the years ended December 31, 2013, 2014, 2015 and 2016 have been prepared in accordance with Indonesian Financial Accounting Standards (SAK), which comprise the Statement of Financial Accounting Standards (PSAK) and Interpretations of Statement of Financial Standards (ISAK) issued by the Board of Financial Accounting Standards of the Indonesian Institute of Accountants and the regulation and financial statements presentation and disclosure guidelines issued by the Indonesia Financial Services Authority (OJK). The financial information of the Warrant Issuer set forth in this Exchange Offer Memorandum presents (a) consolidated financial statements for the years ended December 31, 2013, 2014, 2015 and 2016 (audited), (b) our consolidated balance sheets as at December 31, 2013, 2014, 2015 and 2016 (audited), and (c) statements of cash flows for the years ended December 31, 2013, 2014, 2015 and 2016 (audited), all of which are derived solely from the consolidated financial statements included elsewhere in this Exchange Offer Memorandum. The financial information of the Share Issuer set forth in this Exchange Offer Memorandum presents (a) consolidated financial statements for the years ended December 31, 2015 and 2016 (audited), (b) our consolidated balance sheets as at December 31, 2015 and 2016 (audited), and (c) statements of cash flows for the years ended December 31, 2015 and 2016 (audited), all of which are derived solely from the consolidated financial statements included elsewhere in this Exchange Offer Memorandum. The Warrant Issuer s financial statements for the year ended December 31, 2013 and 2014 were audited by Kosasih, Nurdiyaman, Tjahjo & Rekan and the financial statements for the year ended December 2015 and 2016 were audited by Kosasih, Nurdiyaman, Mulyadi, Tjahjo & Rekan. The Share Issuer s financial statement for the year ended December 31, 2016 was audited by Kosasih, Nurdiyaman, Mulyadi, Tjahjo & Rekan. We maintain our accounts in Rupiah. Solely for convenience, certain Rupiah amounts have been translated into Singapore dollars and US Dollars at specified rates. Singapore dollar equivalent information for amounts in Rupiah is based on the middle exchange rate quoted by Bank Indonesia (the Indonesia Central Bank SGD Rate ). Unless otherwise indicated, Singapore dollar equivalent information for amounts in Rupiah is based on the Indonesia Central Bank SGD Rate (i) as of December 31, 2013, which was Rp = S$1.00, (ii) as of December 31, 2014, which was Rp = S$1.00, (iii) as of December 31, 2015, which was Rp = S$1.00 and (iv) as of December 31, 2016, which wasrp = S$1.00. US dollar equivalent information for amounts in Rupiah is based on the middle exchange rate quoted by Bank Indonesia (the Indonesia Central Bank USD Rate ). Unless otherwise indicated, US dollar equivalent information for amounts in Rupiah is based on the Indonesia Central Bank USD Rate (i) as of December 31, 2013, which was Rp = US$1.00, (ii) as of December 31, 2014, which was Rp = US$1.00, (iii) as of December 31, 2015, which was Rp = US$1.00 and (iv) as of December 31, 2016, which was Rp = US$1.00. No representation is made that the Rupiah, Singapore Dollar or US dollar amounts shown herein could have been or could be converted into US dollars or Singapore Dollar or Rupiah, as the case may be, at any particular rate or at all. See Exchange Rate Information and Exchange Control Information for further information regarding rates ofexchange between Rupiah, Singapore Dollar and US dollars. Some of the financial information in this Exchange Offer Memorandum has been rounded for convenience and, as aresult, the totals of the data presented in this Exchange Offer Memorandum may vary slightly from the actual arithmetictotals of such information. Industry Data Market data and certain industry forecasts used throughout the Exchange Offer Memorandum were obtained from market research, publicly available information and industry publications including publications from Colliers International. Industry publications generally state that the information that they contain has been obtained from sources believed to be reliable but there can be no assurance as to the accuracy and completeness of that information. Similarly, industry forecasts and market research, while believed to be reliable, have not been independently verified and the Company makes no representation as to the accuracy or completeness of this information. iv

270 ENFORCEABILITY OF CIVIL LIABILITIES The New Securities Issuers are incorporated in Indonesia. All of the New Securities Issuers commissioners, directors and executive officers reside in Indonesia. All or a substantial portion of the New Securities Issuers assets and the assets of such persons are located in Indonesia. As a result, it may not be possible for investors to effect service of process, including judgments, upon the New Securities Issuers or such persons outside of Indonesia or within the United States, or to enforce against the New Securities Issuers or such persons in courts outside of Indonesia or in the U.S. judgments obtained in courts outside of Indonesia, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state within the U.S., or upon other basis. The New Securities Issuers have been advised that judgments of courts outside of Indonesia are not enforceable in Indonesian courts. However, a foreign court judgment may be permitted to be offered and accepted as non-conclusive evidence in a proceeding on the underlying claim in an Indonesian court, and given such evidentiary weight as the Indonesian court may deem appropriate in its sole discretion. A claimant may be required to pursue claims in Indonesia courts on the basis of Indonesian law by re-litigate of the underlying claim before such Indonesian courts. There are, however, doubts as to whether Indonesian courts will issue judgments on the claims brought therein. v

271 SUMMARY The summary below is qualified in its entirety by, and is subject to the more detailed information and the financial information set out or referred to elsewhere in this Offer Exchange / Exchange Offer Memorandum. All the Share Issuer s and Warrant Issuer s financial information are presented in Rupiah. Our audited consolidated financial statements for the years ended December 31, 2013, 2014 and 2015 have been prepared in accordance with Indonesian Financial Accounting Standards (SAK), which comprise the Statement of Financial Accounting Standards (PSAK) and Interpretations of Statement of Financial Standards (ISAK) issued by the Board of Financial Accounting Standards of the Indonesian Institute of Accountants and the regulation and financial statements presentation and disclosure guidelines issued by the Indonesia Financial Services Authority (OJK). Potential participants should read this Exchange Offer Memorandum in its entirety and in particular, should carefully consider the information set forth in Risk Factors and the financial statements and related notes thereto included in the Exchange Offer Memorandum prior to making a decision with respect to the Scheme. To understand the terms of the Scheme, potential participants should carefully read the Scheme Documents. Statements contained in this summary that are not historical facts may be forward-looking statements. Such statements are based on certain assumptions and are subject to certain uncertainties and assumptions which could cause and result to differ materially from these projections. See Disclosure Regarding Forward-Looking Statements. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumption by us or any other person or that these results will be achieved or are likely to be achieved. Holding the GAP Shares and the Warrants involves risks. Overview General description of the Warrant Issuer s business PT Bakrieland Development Tbk. (the Warrant Issuer ) was established under the name PT Purilestari Indah Pratama in June 1990, and later renamed to PT Elang Realty in December Three years later, in 1997, PT Elang Realty was renamed to PT Bakrieland Development Tbk. and remained to this day. The Company began listing its shares on the Indonesia Stock Exchange through an Initial Public Offering (IPO) in October The Warrant Issuer operates as an integrated property developer across Indonesia engaging in property development. The primary focus of the Company is residential development for the middle to upper class market segments in various strategic and prestigious locations throughout Indonesia. In addition to being the pioneer in the development of the largest mixed-use superblock in the main business area of Jakarta, namely the Rasuna Epicentrum, the Warrant Issuer has also managed to become the largest residential developer in the city of Bogor, developing the Bogor Nirwana Residence. Also, in 2013 the Warrant Issuer developed Kahuripan Nirwana, a township in Sidoarjo, East Java and expanded its business to Yogyakarta. The Warrant Issuer initiated business development in the theme park sectors through its subsidiary, the Share Issuer, with its first project The Jungle Waterpark. Since 2014, the Company began to operate 2 (two) more theme parks, namely The JungleLand Adventure Theme Park and The JungleFest. General description of the Share Issuer s business The Share Issuer is a subsidiary of the Warrant Issuer and was established under the name of PT Aliyah Pancahafaton June 15, The Share Issuer is engaged in developing and managing amusement/recreation parks and property. The change in the legal entity name from PT Aliyah Pancahafat into PT Graha Andrasentra Propertindo was notarized under Notarial Deed of Ny. Toety Juniarto, S.H., No. 93 dated 23 June 1997, approved by Ministry of Justice in Decision Letter No. C HT Th.97 dated July 2, F-1

272 In 1993, the Share Issuer commenced its commercial operations with its head office domiciled in Bogor. The Share Issuer commenced its business activities by managing the residence of Graha Bogor Indah, now referred to as Bogor Nirwana Residence (BNR) which is the largest integrated residential area in Bogor with the target of upper middle customers. BNR is categorized into 2 areas which are the residential area and commercial area. In line with its developments, the Share Issuer began to expand to the business of developing and managing recreation/amusement parks. In the future, the Share Issuer plans on continuing to develop its recreational business, particularly in strategic locations. At present, the majority of all business units owned by the Share Issuer are located in BNR area, except for Jungleland located in Sentul. The business units owned by the Company are located in the BNR commercial area on 15 hectares of land, such as The Jungle Waterpark ( The Jungle ) and Aston Bogor Hotel & Resort and Jungle Festival ( Jungle Fest ). Recent developments in the business The Group s net revenue increased by 21% from Rp 1.4 trillion in December 2015 to Rp 1.7 trillionin December The largest proportion of the Group s revenue increased was derived from PT Bakrie Swasakti Utama, a Subsidiary, which contributed Rp539 billion from the sale of office space in The Group s loss for the year ended December 2016 decreased by 24% from a loss of Rp (724) billion in December 2015 to a loss Rp (547) billion in December The largest proportion of the Group s loss decrease was derived from: o The Group wrote off its estimated income tax of Rp 94.3 billion due to the Tax Amnesty Program in accordance with Law No. 11 Year 2016 ( Tax Amnesty Law ). o PT Graha Andrasentra Propertindo Tbk. entered into a loan settlement with BJA of about Rp82 billion. Strengths of the Warrant Issuer Well experienced property player in Indonesia with over three decades of experience in the property market since the early 80s. One of the leading property development companies with the largest recorded assets on the Indonesia Stock Exchange or IDX (Rp14.7 trillion as of 31st December 2015). One of the leading property development companies with the highest recorded equity in the Indonesia Stock Exchange or IDX (Rp6.6 trillion as of 31st December 2015). The Warrant Issuer has significant land parcels amongst its assets. Strong product brandings and won awards. Strengths of the Share Issuer Strong product brandings and won awards o Top Brand Award by Frontier in 2010 to 2016 o Jungle Water Park awarded Top 20 Water Park in the World by AECOM in

273 Strategic locations of assets o Jungleland is only 35km away from Jakarta with toll road access o Jungle Waterpark and Jungle Fest are located 300 metres above sea level in Bogor City, with scenic views of the nearby mountains Favourable recurring income ratio because of nature of business Strategy of Warrant Issuer Focus on quick yield and high return project (residential) Focus on middle to up segment market Increase recurring business by expanding Jungleseries brand theme park in several cities Financial restructuring (debt reduction) Expedite asset monetization by strategic partnership Strategy of Share Issuer Focus on developing its recreation parks and related business Monetising appreciating land Develop quality and differentiated products Expanding its business to potential cities in Indonesia General information The Warrant Issuer s address is at Wisma Bakrie 1, 6 th & 7 th Floor, Jl. HR Rasuna Said Kav. B-1, Jakarta Its telephone contact number is and its website address is The Shares Issuer s address is Bogor Nirwana Residence, Jalan Bogor Nirwana Raya (Dereded Pahlawan), Bogor Its telephone contact number is and its website address is Corporate structure In addition to its business, the Warrant Issuer is the parent company in the Bakrieland Group and holds significant majority stakes in its subsidiaries, including the Share Issuer and the Existing Issuer. -3-

274 *) A company under development stage **) Inactive -4-

275 SUMMARY OF THE WARRANTS The following summary contains basic information about the Warrants we are offering. It does not contain all the information that is important to you. For a more complete understanding of the Warrants, please refer to the Scheme documents that accompany this Exchange Offer Memorandum (the Scheme Documents ). This section should be read in conjunction with The Exchange Offer included elsewhere in the Exchange Offer Memorandum. Capitalized terms used in this Summary of the Warrants section and not otherwise defined shall have the meaning ascribed to such term in the Scheme Documents. Warrant Issuer... Securities Offered... Entitlement to Warrants... Issue Date... Exercise Price... Exercise of Warrants... Anti-dilution... PT Bakrieland Development Tbk. 2,518,461,951 Warrants to subscribe for new ordinary shares ( BLD Shares ) in the capital of the Warrant Issuer. Scheme Creditors shall be entitled to receive such number of Warrants in accordance with the terms of the Scheme. No earlier than 60 calendar days after the Effective Date. Each Warrant will entitle the holder to subscribe for 10 Shares in the capital of the Warrant Issuer at an exercise price of Rupiah 100 per BLD Share. The Warrants will be exercisable, in whole or in part, at any time during the period commencing on the Issue Date and ending four years from the Issue Date. If the Parent, prior to the exercise in whole or expiration of the Warrants: (i) undertakes any allotment or issue of its shares by way of capitalisation of profits or reserves; (ii) undertakes any sub-division or consolidation or reclassification of its shares; (iii) undertakes any allotment or issue of its shares in lieu of a cash dividend or distribution; (iv) undertakes any pro rata repurchase offer of its shares; (v) declares any cash dividend or distribution; (vi) undertakes any reduction of capital on a pro rata basis; or (vii) undertakes any issue of its shares by way of rights, options, warrants or otherwise; (each an Adjustment Event ), prior to, or at the same time as, the Adjustment Events, subject to the prevailing Indonesian capital market regulations and approval by OJK, the number of BLD Shares to be issued to holders of the Warrants on exercise of the Warrants will be adjusted to maintain the voting rights and economic rights of the Warrants holder as if the Adjustment Event had not occurred. -5-

276 Corporate and Regulatory Approvals... Governing Law... The Warrant Issuer shall use its best efforts to obtain approval for: (i) the terms and issuance of the Warrants; and (ii) the issuance of new shares on exercise of the Warrants; from its shareholders and all relevant regulatory authorities (including but not limited to OJK) as soon as practicable following completion of the Scheme, in accordance with the prevailing laws and regulations of the Republic of Indonesia. In the event that the relevant regulatory authorities (including but not limited to OJK) require amendments to the terms of the Warrants, the Warrant Issuer reserves the right to agree to such amendments. Laws of Indonesia. -6-

277 SUMMARY OF THE GAP SHARES The following summary contains basic information about the GAP Shares we are offering. It does not contain all the information that is important to you. For a more complete understanding of the GAP Shares, please refer to the Scheme Documents. This section should be read in conjunction with The Exchange Offer included elsewhere in the Exchange Offer Memorandum. Capitalized terms used in this Summary of the GAP Shares section and not otherwise defined shall have the meaning ascribed to such term in the Scheme Documents. Share Issuer... Securities Offered... Stock Exchange... Status, Security and Ranking... Use of Proceeds... Governing Law... Form, Denominations, Title... Trustee... Risk Factors... PT Graha Andrasentra Propertindo Tbk. 8,563,472,860 ordinary shares in the Share Issuer in scripless form IDX Shares are presently pledged by way of a Shares Pledge Agreement dated 8 March 2017 to a KSEI Account AI001CG2A00135 held by Madison Pacific Trust Limited on behalf of PT Prima Bisnis Utama ( PBU ), a subsidiary of the Warrant Issuer. There will be no proceeds. Laws of the Republic of Indonesia. Scripless, with nominal value of Rp 100,- per shares PT UOB Kay Hian Securities An investment in the GAP Shares is subject to significant risk which should be carefully considered by potential participants. See Risk Factors. -7-

278 SUMMARY FINANCIAL INFORMATION AND OTHER DATA You should read the financial information presented below in conjunction with the financial statements and the notes thereto included elsewhere in this Exchange Offer Memorandum. The following tables present a summary of the consolidated financial statements of the Warrant Issuer for the financial years ended December 2013, 2014, 2015 and 2016, all of which are derived solely from the consolidated financial statements included elsewhere in this Exchange Offer Memorandum. For the Warrant Issuer In million Rupiah, except stated otherwise Results of Operations *** 2013*** Net Revenues 1,688,248 1,395,604 1,579,947 3,324,853 Gross Profit 599, , ,062 1,847,773 Income (Loss) Current Year (547,265) (724,167) 472,275 (232,250) Total Income (Loss) Attributable to: - Owners of the parent entity (548,101) (726,271) 471,942 (231,077) - Non-controlling interest 836 2, (1,173) Total Comprehensive Income (Loss) Current Year (472,817) (931,612) 424,758 (212,236) Total Comprehensive Income (Loss) Attributable to: - Owners of the parent entity (473,567) (933,752) 424,435 (211,063) - Non-controlling interest 750 2, (1,173) Profit (Loss) per Share Outstanding Shares (millions shares) 43,522 43,522 43,522 43,522 Operating Profit per Share (Rupiah) (12,59) (16.64) (5.35) Financial Position Net Working Capital 238,794 (1,483,559) (444,341) (1,618,718) Current Assets 6,173,258 4,941,123 4,896,878 2,776,534-8-

279 Fixed Assets 3,026,624 3,114,099 3,082,590 1,620,783 Total Assets 14,063,748 14,688,816 14,706,684 12,302,356 Total Investment 72,649 80,856 82,455 3,715,942 Current Liabilities 5,934,464 6,424,682 5,344,194 4,395,252 Total Liabilities 7,664,922 8,015,693 7,105,044 5,151,277 ** Total Equity 6,066,762 6,571,810 7,505,567 7,080,788 Financial Ratio (%) Return on Assets (3.90) (4.94) 3.21 (1.88) Return on Equity (9.03) (11.05) 6.29 (3.27) Current Ratio Total Liabilities to Equity Ratio Total Liabilities to Assets Ratio Other financial information EBITDA to Interest Expense 0.72 x 0.27 x 0.44 x 4.47 x Inventory Turnover 0.4 x 0.3 x 0.46 x 0.78 x Fixed Assets Turnover 0.5 x 0.5 x 0.67 x 0.92 x Total Assets Turnover 0.1 x 0.1 x 0.12 x 0.24 x Gross Profit Margin (%) 35.53% 49.8 x x x Operating Profit Margin (%) 1.02% x * Total income (loss) attributable to owners of the parent entity ** Equity attributable to parent entity *** Profit Loss Report year 2013 and 2014 is restated due to plans for the sales of PT Nirwana Legian Hotel and implementation of PSAK Revised in 2013 The following table present a summary of the consolidated financial statements of the Share Issuer for the financial years ended December 2015 and 2016, all of which are derived solely from the consolidated financial statements included elsewhere in this Exchange Offer Memorandum. -9-

280 For the Share Issuer In million Rupiah, except stated otherwise Results of Operations Net Revenues 355, ,434 Gross Profit 156, ,171 Income (Loss) Current Year (57,070) (254,787) Total Income (Loss) Attributable to: - Owners of the parent entity (57,065) (254,777) - Non-controlling interest (5) (10) Total Comprehensive Income (Loss) Current Year (46,810) (254,714) Total Comprehensive Income (Loss) Attributable to: - Owners of the parent entity (46,805) (245,705) - Non-controlling interest (5) (10) Profit (Loss) per Share Outstanding Shares (millions shares) 22,582 19,282 Operating Profit per Share (Rupiah) (2.07) (12.74) Financial Position Net Working Capital 907, Current Assets 1,535,047 1,493,593 Fixed Assets 2,166,306 2,240,862 Total Assets 4,000,486 4,317,713 Total Investment 36,635 37,826 Current Liabilities 627,068 1,427,150 Total Liabilities 1,706,873 2,385,581 Total Equity 2,293,612 1,932,

281 Financial Ratio (%) Return on Assets (0.01) (0.06) Return on Equity (0.02) (0.13) Current Ratio Total Liabilities to Equity Ratio Total Liabilities to Assets Ratio Other financial information EBITDA to Interest Expense 0.66 x 0.52 x Inventory Turnover 1,04 x 1.78 x Fixed Assets Turnover 0.16 x 0.16 x Total Assets Turnover 0.09 x 0.08 x Gross Profit Margin (%) 43.93% 46.71% Operating Profit Margin (%) 1.37% -2.01% -11-

282 RISK FACTORS You should carefully consider the following risk factors, as well as other information set out in this Exchange Offer Memorandum, prior to making an investment in Scheme Consideration. The risks described below are not the only ones that may affect the New Securities Issuers and the Scheme Consideration. Additional risks not presently known to the Existing Issuer or the New Securities Issuers or that they currently deem immaterial may also impair their business, cash flows, results of operations, financial condition or prospects. In general, investing in securities of issuers in emerging market countries such as Indonesia involves risks not typically associated with investing in the securities of companies in countries with more developed economies. Risks Relating to the Group s Business Due diligence exercises conducted prior to any property acquisitions may not identify all material defects, breaches of laws, regulations and contracts and other deficiencies There can be no assurance that any reviews, surveys or inspections (if any) conducted by independent valuers, technical consultants and surveyors in connection with a proposed acquisition of property will reveal all defects or deficiencies in such properties, including latent defects requiring repair or maintenance, thereby adversely affecting the operations of the Group and incurring significant capital expenditures, or payment or other obligations to third parties. In addition, acquired properties may be in breach of laws and regulations (including those in relation to real estate and environmental laws) or fail to comply with certain regulatory requirements (including those in relation to the registration of certain deeds and other legal documents with the relevant regulatory authorities in Indonesia), which the Group s due diligence investigations may not uncover. Further, when property acquisitions involve the acquisition of an operating entity that owns the subject property, it is possible that these acquired operating entities will have entered into agreements with third parties that the Group s due diligence may not have uncovered or the Group s due diligence may not uncover all breaches of these agreements by such operating entity. As a result, the Group may incur additional financial or other obligations in relation to such breaches or non-compliance. The representations, warranties and any guarantees given by vendors to the Group in connection with the acquisition of new properties are typically subject to limitations as to the scope of such representations, warranties and guarantees, the aggregate liability of vendors in respect of all claims under such representations, warranties and guarantees, and the period within which such claims can be made. There can be no assurance that the Group will be able to recover all losses or liabilities suffered or incurred by it as a result of future property acquisitions. Should the Group not be able to recover such losses or liabilities, this would in turn adversely affect the Group s operating results and its ability to generate revenue and honour its obligations under the Securities. The Group depends on certain key personnel, and the loss of any key personnel may adversely affect its operations The Group s performance depends, in part, upon the continued service and performance of key staff members of the the Group. These key personnel may leave the the Group in the future and may potentially compete with the Group. The loss of any of these individuals, or of one or more of the Group s other key employees, could have a material adverse effect on the Group s financial condition and results of operations. The Group may suffer material losses in excess of insurance proceeds The Group s properties could suffer physical damage caused by fire, natural disasters, or other causes, or the Group may suffer public liability claims, all of which may result in losses that may not be fully compensated by insurance proceeds. In addition, certain types of risks (such as war risk and losses caused by the outbreak of contagious diseases and contamination or other environmental law breaches) may be uninsurable or the cost of insurance may be prohibitive when compared to the risk. Should an uninsured loss or a loss in excess of insured limits occur, the -12-

283 Group could be required to pay compensation and/or lose capital which it had invested in the affected property in the Group s portfolio as well as anticipated future revenue from that property in the Group s portfolio. The Group will also remain liable for any debt or other financial obligation related to that property in the Group s portfolio. No assurance can be given that material losses in excess of insurance proceeds will not occur in the future. Uncertainties and instability in global market conditions could adversely affect the Group s business, financial condition and results of operations Global financial markets have experienced, and may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or near failure of a number of institutions in the banking and insurance industries in Europe, the United States and elsewhere. The outlook for financial markets and general economy around the world remains uncertain. In Asia and other emerging markets, some countries are expecting increasing inflationary pressure as a consequence of liberal monetary policy or excessive foreign fund inflow or both. In the Middle East, political unrest in various countries has resulted in economic instability and uncertainty. Concerns about the outlook of China s economy, Britain s possible exit from the European Union and the expectation of an interest rate hike in the United States have impacted global financial markets and commodity prices. In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum. The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years after the government of the United Kingdom formally initiates a withdrawal process. Nevertheless, the referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, including with respect to the law and regulations that will apply when the United Kingdom leaves the European Union. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. These developments or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global 26 financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. In addition, there are also still lingering concerns about sovereign debt in certain European nations which have continued to have a significant impact on the global capital markets but also with the global credit and financial markets as a whole. These and other related events have had a significant impact on the global capital, credit and financial markets, including those of Indonesia. These events could adversely affect the Group. The Group may be involved in legal and other proceedings from time to time The Group may be involved from time to time in disputes with various parties such as tenants, contractors, subcontractors, consultants, suppliers, construction companies, purchasers and other partners involved in the asset enhancement, operation and purchase of its properties. These disputes may lead to legal and other proceedings, and may cause the Group to suffer additional costs and delays. In addition, the Group may have disagreements with regulatory bodies in the course of its operations, which may subject it to administrative proceedings and unfavourable orders, directives or decrees that result in financial losses and delay the construction or completion of its projects. The amount the Group may borrow is limited, which may affect the operations of the Group and the borrowing limit may be exceeded if there is a downward revaluation of assets The properties in the Group s portfolio and future properties to be acquired by the Group may require periodic capital expenditures, refurbishments, renovation and improvements in order to remain competitive. Acquisitions of new properties or enhancement of existing properties by the Group may require significant capital expenditure in respect of the Group s portfolio. The Group may not be able to fund future acquisitions, capital improvements or expenditure, solely from cash provided from its operating activities and the Group may not be able to obtain additional equity or debt financing or be able to obtain such financing on favourable terms or at all. Adverse business consequences of this limitation on borrowings may include: (i) an inability to fund capital expenditure -13-

284 requirements in relation to the Group s properties; (ii) an inability to fund acquisitions of properties; and (iii) cash flow shortages. The Group may be liable for encroachment on neighbouring properties The Group has not independently verified whether there has been encroachment by any of the structures or boundary walls of each of the properties in the Group s portfolio on neighbouring state or private land. If there are encroachments, the Group may be required to remove the encroachment or reinstate the relevant land, and the cost of such removal or reinstatement may have an adverse effect on the net income of the Group All of the properties in the Group s portfolio are subject to various types of taxes in Indonesia The properties in the Group s portfolio are subject to property taxes in Indonesia. Such tax rates are subject to change as property tax rates change and as the properties in the portfolio are assessed or reassessed by the relevant tax authorities. If the Group s property tax liabilities increase, its financial position could be adversely affected. In addition, the income and gains derived from investment in properties in Indonesia will be subject to various types of taxes in Indonesia, including income tax, withholding tax, capital gains tax and such other taxes which may be imposed specifically for ownership of real estate. All these taxes, which are subject to changes in laws and regulations that may lead to an increase in tax rates or the introduction of new taxes, could adversely affect and erode the returns from these properties. The Group is exposed to general risks associated with relying on third-party contractors to provide various services The Group may engage third-party contractors to provide various services, such as in connection with asset enhancement projects. The Group is exposed to the risk that a third-party contractor may incur costs in excess of project estimates, which may have to be borne by the Group in order to complete the project. Furthermore, major third-party contractors may experience financial or other difficulties which may affect their ability to carry out construction or other works, thus delaying the completion of development projects or resulting in additional costs to the Group. There can also be no assurance that the services rendered by the third-party contractors will always be satisfactory or match the Group s targeted quality levels. All of these factors may result in an adverse effect on the Group s business, financial condition and results of operations. The properties in the Group s portfolio may be affected by contamination and other environmental issues While the Group believes that reasonable environmental due diligence investigations have been conducted with respect to the properties in the Group s portfolio prior to their acquisition, the properties in the Group s portfolio and other properties owned by the Group may from time to time be affected by contamination or other environmental issues which may not previously have been identified and/or rectified. This gives rise to a number of risks including: (i) the risk of prosecution by relevant authorities; (ii) the requirement for unbudgeted additional expenditure to remedy such issues; and (iii) the adverse impact on the financial position of tenants arising from the above, affecting their ability to trade and meet their tenancy obligations, which may result in an adverse effect on the Group s business, financial condition and results of operations. Renovation works to properties in the Group s portfolio may disrupt the operations of the Group and collection of rental income or otherwise result in an adverse impact on the financial condition of the Group The properties in the Group s portfolio may need to undergo renovation works from time to time and may also require unforeseen ad hoc maintenance or repairs in respect of faults or problems that may develop over structural defects or other parts of the buildings or because of new planning laws or regulations. The costs of maintaining a property and the risk of unforeseen maintenance or repair requirements tend to increase over time as the building -14-

285 ages. Operations of properties in the Group s portfolio may also suffer disruption. Losses or liabilities from latent building or equipment defects may adversely affect earnings and cash flow. Design, construction or other latent property or equipment defects in properties in the Group sportfolio may require additional capital expenditure, special repair or maintenance expenses or the payment of damages or other obligations to third parties. Costs or liabilities arising from such property or equipment defects may involve significant and potentially unpredictable patterns and levels of expenditure which may have a material adverse effect on the Group s earnings and cash flows. Statutory or contractual representations, warranties and indemnities given by any seller of real estate are unlikely to afford satisfactory protection from costs or liabilities arising from such property or equipment defects. All of these factors may result in an adverse effect on the Group s business, financial condition and results of operations. Properties held by the Group may be subject to increases in operating and other expenses The Group s financial position could be adversely affected if operating and other expenses increase without a corresponding increase in revenues. Factors that could increase operating and other expenses include increases or changes in property taxes and other statutory charges; statutory laws, regulations or government policies that increase the cost of compliance with such laws, regulations or policies; sub-contracted service costs; labour costs; repair and maintenance costs; the rate of inflation; insurance premiums; and cost of utilities. The Group may be adversely affected by the illiquidity of real estate investments The Group invests primarily in retail property and retail-related assets. This involves a higher level of risk as compared to a portfolio which has a diverse range of investments. Real estate investments, particularly investments in high value properties such as those in which the Group has invested or intends to invest in, are relatively illiquid. Such illiquidity may affect the Group s ability to vary its investment portfolio or liquidate part of its assets in response to changes in economic, real estate market or other conditions. For instance, the Group may be unable to sell its assets on short notice or may be forced to give a substantial reduction in the price that may otherwise be sought for such assets in order to ensure a quick sale. Moreover, the Group may face difficulties in securing timely and commercially favourable financing in asset-based lending transactions secured by real estate due to the illiquid nature of real estate assets. These factors may result in an adverse effect on the Group s business, financial condition and results of operations. Risks Relating to Indonesia The New Securities Issuers are headquartered in Jakarta, the capital city of Indonesia. The New Securities Issuers have operations, directly or through their subsidiaries, dispersed at each of their main production areas. Substantially all of the New Securities Issuers commissioners, directors and officers are based in Indonesia and substantially all of our assets and operations are located in Indonesia. In common with other companies which conduct substantially all of their business in Indonesia, we could be adversely affected by changes in Government policies, social instability or other political, economic, legal, regulatory or international developments in or affecting Indonesia, examples of which are described below. Domestic, regional or global economic changes may adversely affect us. The economic crisis which affected Southeast Asia, including Indonesia, from mid-1997 was characterized inindonesia by, among other effects, currency depreciation, negative economic growth, high interest rates, socialunrest and extraordinary political developments. These conditions had an adverse effect on Indonesian businesses and Indonesia entered a recessionary phase with relatively low levels of growth between 1999 to

286 Indonesia s economy remains significantly affected by the Asian economic crisis, and more recently, by the global economic crisis that begun in 2008, as evidenced by the decrease in its rate of growth from 5.5 per cent. in 2008 from 6.3 per cent. in 2007 due to a slowdown in the global economic growth rate. The Indonesian Government has had to rely on the support of international agencies and governments to prevent sovereign debt defaults. In 2010, a financial crisis emerged in the EU, triggered by high budget deficits and rising direct and contingentsovereign debt in Greece, Ireland, Italy, Portugal and Spain, which created concerns about the ability of these EU member nations to continue to service their sovereign debt obligations. These conditions impacted the financialmarkets and resulted in high and volatile bond yields on the sovereign debt of many EU nations. Certain EU nations continue to experience varying degrees of financial stress, and yields on government-issued bonds in bonds in Greece, Ireland, Italy, Portugal and Spain have risen and remain volatile. Despite assistance packages to Greece, Ireland and Portugal, the creation of a joint EU-IMF European Financial Stability Facility in May 2010, and other EU actions aimed at addressing the financial crisis, uncertainty over the outcome of the EU governments financial support programs and worries about sovereign finances persist. Indonesia and other member countries of the Association of Southeast Asian Nations ( ASEAN ) have been negatively affected, along with developing market countries globally, by the unprecedented financial and economic conditions in developed markets. Although the Government has taken a number of responses to these unprecedented conditions with the aim of maintaining economic stability and public confidence in the Indonesian economy, continuation of these unprecedented conditions may negatively impact economic growth, the Government s fiscal position, the exchange rate and other facets of the economy. The Government continues to have a large fiscal deficit and a high level of sovereign debt, its foreign currency reserves are modest, the Rupiah continues to be volatile and has poor liquidity, and the banking sector is widely seenas undercapitalized and suffers from high levels of non-performing loans. The Government funding requirements to areas affected by natural disasters, as well as increasing oil prices, may increase the Government s fiscal deficits. The economic difficulties faced by Indonesia during the Asian economic crisis that began in 1997 resulted in, among other things, volatility in interest rates, which had a material adverse impact on the ability of manyindonesian companies to service their existing indebtedness. While the interest rate for one month Bank Indonesia certificates has declined from 69.7 per cent. in September 1998 to 6.4 per cent. for nine month Bank Indonesia certificates (noting that Bank Indonesia stopped issuing one month certificates after 2010) in August 2016, there can be no assurance the recent improvement in economic condition will continue or the previous adverse economic condition in Indonesia and the rest of the Asia Pacific region will not occur in the future. In particular, a loss of investor confidence in the financial systems of emerging and other markets, or other factors, may lead to increased volatility in the Indonesian financial markets and inhibit or reverse the growth of the Indonesian economy. The global economic crisis which began in 2008 affected the global economy, including Indonesia and Southeast Asia, and is characterised by, among other things, a shortage in the availability of credit, a reduction in foreign direct investment, the failure of global financial institutions, a drop in global stock markets and a slowdown in global economic growth. An economic downturn in Indonesia could also lead to additional defaults by Indonesian borrowers and could have a material adverse effect on our business, financial condition and results of operations and prospects. Any such increased volatility or slowdown or negative growth could have a material and adverse effect on our business, financial condition, results of operations and prospects. Downgrades of credit ratings of the Government or Indonesian companies could adversely affect the Group s business Certain recognised statistical rating organisations, including Moody s Investors Service Inc. ( Moody s ) and Fitch Ratings ( Fitch ), have previously downgraded Indonesia s sovereign rating and the credit ratings of various credit instruments of the Government and a large number of Indonesian banks and other companies. Indonesia s sovereign foreign currency long-term debt now is rated as investment grade by Moody s and Fitch but there is no assurance as to future performance and ratings. Any future ratings downgrade could have an adverse impact on liquidity in the -16-

287 Indonesian financial markets, the ability of the Government and Indonesian companies, including the Group, to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. Interest rates on any floating rate Rupiah-denominated debt that the Group may have in the future would also likely increase. Such events could have material adverse effects on the Group s business, financial condition, results of operations and prospects. Terrorist activities in Indonesia could destabilize the country. Since 2002, several bombing incidents have taken place in Indonesia, most significantly in October 2002 in Bali. Other bombing incidents, although on a lesser scale, have also been committed in Indonesia on a number ofoccasions over the past few years, including at churches, government buildings, shopping centres and business andfinancial centers, including the IDX. In October 1, 2005, bombs exploded in tourist areas in Bali, killing at least 23 people and injured at least 101 others. Indonesian, Australian and U.S. government officials have indicated thatthese bombings may be linked to an international terrorist organization. Demonstrations have taken place in Indonesia in response to U.S., British and Australian military action in Iraq and Afghanistan. In January 2007, sectarian terrorists conducted bombings in Poso. In July 2009, bomb blasts in the JW Marriot and Ritz Carlton hotels in Jakarta killed six people and injured at least 50 people. Most recently, on January 14,2016, two suicide bombers and two gunmen exchanged gunfire with police before bombing a police post and cafe in central Jakarta, killing at least four people and injuring more than 20. Indonesian, Australian and U.S. government officials have indicated that these bombings may be linked to an international terrorist organization. Terrorist acts could destabilize Indonesia and increase internal divisions within the Government as it evaluates responses to that instability and unrest. Violent acts arising from, and leading to, instability and unrest have in the past had, and may continue to have, a material and adverse effect on investment and confidence in, and the performance of, the Indonesian economy, which, in turn, could have a material and adverse effect on the Group s business, financial condition, results of operations, cash flows and prospects. Indonesia remains subject to considerable political and social instability. The properties in the Group s portfolio are located in Indonesia. The Group s strategy also contemplates future acquisitions of properties located in Indonesia. Since the resignation of President Soeharto in 1998, Indonesia has experienced a process of democratic change, resulting in political and social events that have highlighted the unpredictable nature of Indonesia s changing political landscape. Indonesia has held free elections since The first direct presidential elections in the history of Indonesia were held in Indonesia on in 2004 and the former coordinating minister for politics and security Susilo Bambang Yudhoyono, defeated then incumbent President Megawati Sukarnoputri. Upon taking office in October 2004, former President Yudhoyono appointed a new cabinet and announced plans to improve economic conditions. However, past political instability continued to have an adverse effect on investor confidence in the Indonesian economy during the first part of former President Yudhoyono s term. Former President Yudhoyono s first term was scheduled to expire in October 2009, and, therefore, a new presidential election took place on 8 July According to certified final results, former President Yudhoyono and his vice-presidential running mate, Boediono, won approximately 61 per cent. of the popular vote to win a second term as President. On October 20, 2009, former President Yudhoyono was inaugurated for his second five-year term, which expired in October The Indonesian Constitution limits presidential tenure to two five-year terms. As a result, President Yudhoyono was not eligible to run for president in the 2014 elections. President Joko Widodo was elected President in October Although the 2014 elections were generally peaceful, these events have resulted in political instability, as well as general social and civil unrest on certain occasions in the past. Future political campaigns and elections may bring a degree of political and social uncertainty to Indonesia. Political and social unrest may occur if the results of future elections are disputed or unpopular. Political and social developments in Indonesia have been unpredictable in the past and, as a result, confidence in the Indonesian economy has remained low. Any resurgence of political instability could adversely affect the Indonesian -17-

288 economy, which in turn could have adverse effects on the operations of the Group. As recent as late 2016 to April 2017, protest erupted in Jakarta as protesters demanded the ouster of the governor of Jakarta, Governor Basuki Tjahaha Purnama, who is widely acknowledged to be a key political ally of President Joko Widodo. The Group is dependent on the quality of the titles to the properties Due to the nature of Indonesian property law and the lack of a uniform title system in Indonesia, there is potential for disputes over the quality of title acquired from previous landowners. In addition, there is a need to negotiate with the actual owner of the land each time land is acquired under the land title, which may result in purchases of property (and thereby the obtaining of title to the relevant land) being delayed or not proceeding in the event that negotiations are unsuccessful. Such delays in acquiring properties required for development activities may result in an adverse effect on the Group s business, financial condition, results of operations and its level of distributable income. Epidemic diseases in Asia and elsewhere may adversely affect the Group s operations Several countries in Asia, including Indonesia, have suffered from outbreaks of communicable diseases such as Severe Acute Respiratory Syndrome ( SARS ) avian flu and the Zika virus. A new and prolonged outbreak of such diseases may have a material adverse effect on the Group s business and financial condition and results of operations. Although the long-term effect of such diseases cannot be predicted, previous occurrences of SARS and avian flu had an adverse effect on the economies of those countries in which they were most prevalent. In the event a mutant strain of the avian flu virus allowing for easy human- to-human transmission is discovered, the consequence for the Group s business could be severe. An outbreak of a communicable disease, like SARS, in Indonesia may affect the Group in a number of ways. The impact of these factors could materially and adversely affect the business, financial condition and results of operations of the Group. Indonesia is located in an earthquake zone and is subject to significant geological risk that could lead to social and economic difficulties. Substantially all of our existing properties and operations are located entirely in the Indonesian archipelago. The Indonesian archipelago is one of the most volcanically active regions in the world, located in the convergence zone of three major lithospheric plates. As a result, it is subject to significant seismic activity that can lead to destructive earthquakes and tsunamis, or tidal waves. On December 26, 2004, an underwater earthquake off the coast ofsumatera caused the tsunami that devastated coastal communities in Indonesia, Thailand and Sri Lanka. In Indonesia, more than 220,000 died or went missing in the disaster. Aftershocks from the tsunami have also claimed casualties and left thousands of people homeless. In May 2006, a 6.3 magnitude earthquake struck roughly 30 miles southwest of Mount Merapi, in Central Java, killing at least 6,000 people and leaving at least 200,000 people homeless in the Yogyakarta region and prompted eruption of the volcano. In July 2006, a 7.7 magnitude underwater earthquake that struck approximately 220 miles south of Jakarta and the resulting tsunami that followed killed at least 500 people and left at least 35,000 people homeless. A 7.9 magnitude earthquake struck Bengkulu and WestSumatera on September 12, 2007 resulting in 25 deaths, numerous injuries and the evacuation of some 115,000 people. In September 2009, two major earthquakes struck West Java and West Sumatera, with magnitudes of 7.0 and 7.6 respectively, leading to the death of more than 600 people. In January and February 2007, many parts of Jakarta and its surrounding areas suffered extensive flooding. Approximately 100 people were killed and 100,000 people in Jakarta and its surrounding areas were evacuated to safe and dry areas due to the flood. This 2007 flood resulted in more damage, deaths and victims left homeless than prior floods in Jakarta. Flooding and landslides in Central and East Java that occurred between the end of 2007 to early 2008 caused 100 deaths and estimated damageamounting to Rp 2 trillion. In October 2010, a 7.7 magnitude earthquake shook the islands of Mentawai, West Sumatra, claiming more than 500 lives and leaving thousands homeless. In the same month, Mount Merapi erupted once again, this time killing 353 people and resulted in the evacuation of 350,000 people. More recently, in April 2012, a 8.6 magnitude earthquake again struck North -18-

289 Sumatra. In early February 2014, Mount Sinabung located on Sumatra Island erupted, killing 15 people. Also, in February 2014, Mount Kelud located on East Java erupted, killing at least four people. There can be no assurance that future geological occurrences will not significantly impact the operations of the properties in the Group s portfolio. A significant earthquake or other geological disturbance in any of Indonesia s more populatedcities and financial centers could severely disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting the Group s business, financial condition, results of operations, cash flows andprospects. Holders of the GAP Shares and Warrants may not be able to enforce a judgment of a foreign court against us or our commissioners, directors, or officers. Judgments of foreign courts, including New York courts, are not enforceable in Indonesia. In addition, there is doubt as to whether Indonesian courts will enter judgments in original actions brought in Indonesian courts predicated solely upon the civil liability provisions of other jurisdictions. The claims and remedies available under Indonesian law may not be as extensive as those available in other jurisdictions. The Indonesian courts may refuse to protect the interests of investors in the same manner or to the same extent as would other courts. Indonesia s legal system is a civil law system based on written statutes, and decided legal cases do not constitute binding precedent. The administration of laws and regulations by courts and Government agencies may be subject to considerable discretion. In addition, because relatively few disputes relating to commercial matters and advanced financial transactions and instruments are brought before Indonesian courts, such courts do not necessarily have the experience of courts in other jurisdictions. There is no certainty as to how long it will take for proceedings in Indonesian courts to be concluded and the outcome of proceedings in Indonesian courts may be more uncertain than that of similar proceedings in other jurisdictions. Accordingly, it may not be possible for investors to obtain timely and equitable enforcement of their legal rights. Moreover, recent judicial decisions in Indonesia have been adverse to the interests of foreign investors and have called into question the soundness of Indonesia s legal system. Corporate disclosure and accounting standards in Indonesia may vary from those in other jurisdictions. There may be different publicly available information about Indonesian public companies, such as ours, that is regularly made available by public companies in other jurisdictions. These differences include the timing and content of disclosure of beneficial ownership of equity securities of officers, directors and significant shareholders; officer certification of disclosure and financial statements in periodic public reports; and disclosure of off-balance sheet transactions in management s discussion of results of operations in periodic public reports. In addition, Our audited consolidated financial statements for the years ended December 31, 2013, 2014, 2015 and 2016 have been prepared in accordance with Indonesian Financial Accounting Standards / Standar Akuntasi Keuangan ("SAK"), which comprise the Statement of Financial Accounting Standards / Pernyataan Standar Akuntasi Keuangan ("PSAK") and Interpretations of Statement of Financial Standards / Intepretasi Standar Akuntasi Keuangan ("ISAK") issued by the Board of Financial Accounting Standards of the Indonesian Institute of Accountants and the regulation and financial statements presentation and disclosure guidelines issued by the Indonesia Financial Services Authority / Otoritas Jasa Keuangan ("OJK"). We have not quantified or identified the effects of the aforementioned differences between Indonesian SAK and US GAAP in this Exchange Offer Memorandum. Accordingly, there can be no assurance, for example, that net income distributable by us and share capital and reserves reported in accordance with Indonesian SAK would not be lower if determined in accordance with other accounting standards. Potential investors should consult their own professional advisors if they want to understand the differences between Indonesian SAK and other accounting standards and how they might affect the information contained herein. Growing regional autonomy creates an uncertain business environment for us and may increase our costs ofdoing business. -19-

290 Indonesia is a large and diverse nation covering a multitude of ethnicities, languages, traditions and customs. During the administration of the former President Soeharto, the Government controlled and exercised decision making authority on almost all aspects of national and regional administration, including the allocation of revenues generated from extraction of national resources in the various regions. This led to a demand for greater regional autonomy, in particular with respect to the management of local economic and financial resources. In response to arise in demands for and assertion of autonomy in local governments in Indonesia, the Government has recently devolved some autonomy to local governments, allowing the imposition by such local governments of taxes and levies or other charges on businesses within their jurisdiction and often requiring local participation and investment in suchbusinesses. Using regional autonomy as a justification, certain regional governments have put in place various restrictions, taxes and levies, which may differ from restrictions, taxes and levies put in by other regional governments and/or are in addition to restrictions, taxes and levies stipulated by the central Indonesian government. Increased regional autonomy may increase regulation of our business, disrupt our sources of raw materials, require restructuring of parts of our business and increase our taxes and other costs of doing business, all of which may havea material and adverse effect upon our business, results of operations, financial condition, cash flows and prospects. Indonesia relies heavily on funding from multinational lenders, and the inability to obtain such funding may have adverse consequences for Indonesia and us. In 1997, the Government sought financial assistance from the International Monetary Fund ( IMF ), to confront the economic crisis in Indonesia and, in October 1997, the IMF agreed to provide financial assistance toindonesia contingent upon the implementation of numerous economic reforms such as undertaking asset sales and abolishing subsidies. The IMF disbursed funds to the Government from late 1997, although disbursements were from time to time delayed. The most recent disbursement by the IMF was in October 2003, when it disbursed approximately US$493.0 million to the Government. When the IMF withheld disbursement of funds, it did so on the basis that the Government had not adequately complied with the terms of its then-current letter of intent, which imposed various conditions to funding such as the completion of certain asset sales and the implementation ofvarious reforms. The Government discontinued its reliance on financial assistance from the IMF upon expiration of its extended fund facility arrangement at the end of Given the Government s fiscal deficit and modest foreign exchange reserves, the discontinuance of the IMF facility could cause the Government to be unable to fund subsidies for staples such as food and fuel, which, in turn, could have serious political and social consequences. The Governmentmay be unable to obtain alternative funding to replace the funding previously provided by the IMF. In addition to the IMF, the World Bank has been an important source of funding for Indonesia. From 1968 to January 2012, the World Bank financed approximately US$45.7 billion of development projects and programs in allsectors of the Indonesian economy. The World Bank s 2001 base target for lending in Indonesia was US$1.3 billion, but this amount was reduced to US$660.0 million in January 2001 due to concerns that the slow pace of institutional reforms in Indonesia, as well as the Government s decentralization plan, particularly the empowerment of provincial lgovernments to borrow, could lead to the central Government s inability to service its debts. The World Bank s lending program is subject to regular compliance reviews and can be reduced or withdrawn at any time. The members of the Paris Club, the Consultative Group in Indonesia ( CGI ), and the Inter-Government Groupon Indonesia ( IGGI ), have also been important sources of funding for the Government. The Paris Club is an informal voluntary group of 19 creditor countries that seeks to coordinate solutions for payment difficulties experienced by debtor nations. CGI is a group of 30 donor countries and international organizations that meet annually to coordinate donor assistance to Indonesia. Together, CGI and IGGI members were owed approximately US$2.0 billion as of December 31, The Government has several times successfully rescheduled its foreign debt. However, from 2004, the Paris Club has publicly stated that it will no longer reschedule debt owed to itsmembers or to other creditors by the Government as a result of the Government s decision to end the IMF program. The inability of the Government to obtain adequate funding as a result of the termination of the Government s IMF program, a reduction or elimination of funding from the World Bank, or otherwise, could have adverse economic, political and social -20-

291 consequences in Indonesia, which, in turn, could have a material and adverse effect onour business, financial condition, results of operations, cash flows and prospects. The Group s properties and/or future acquisitions, or a part of them, may be acquired compulsorily In Indonesia, pursuant to Law No. 2 of 2012 concerning Land Procurement for the Development of Public Interest, the Indonesian Government has the right to acquire land and any property thereon owned by any party by providing compensation to the previous owner of such land, in order to fulfil any public needs. Therefore, there is no assurance that the Indonesian government will not compulsorily acquire land on which the properties in the Group s portfolio are located. Compensation to be awarded pursuant to any such compulsory acquisition would be based on factors, including the market value of the property at the time of the acquisition. Accordingly, if the market value of a property or part thereof that is compulsorily acquired is greater than the compensation paid in respect of the acquired property this could have an adverse effect on the assets of the Group. The Indonesian legal system is subject to considerable discretion and uncertainty Indonesia s legal system is a civil law system based on written statutes in which judicial and administrative decisions do not constitute binding precedent and are not systematically published. Indonesia s commercial and civil laws are historically based on Dutch law as in effect prior to Indonesia s independence in 1945, and some of these laws have not been revised to reflect the complexities of modern financial transactions and instruments. Indonesian courts may be unfamiliar with sophisticated commercial or financial transactions, leading to uncertainty in the interpretation and application of legal principles in Indonesia. The application of legal principles in Indonesia depends upon subjective criteria such as the good faith of the parties to the transaction and principles of public policy, the practical effect of which is difficult or impossible to predict. Indonesian judges have very broad factfinding powers and a high level of discretion in relation to the manner in which those powers are exercised. As a result, the administration and enforcement of laws and regulations by Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion and uncertainty. For instance, Indonesian laws and regulations may impose certain obligations, such as the registration of deeds with the Company Registry Office, the failure to register may attract fines or imprisonment. However, in practice, certain of these laws and regulations may not be actively enforced, if at all, and this may result in a widespread practice of companies, including companies that the Group acquires, of not adhering to the strict requirements of the applicable law and regulation. In addition, Indonesian legal principles relating to the rights of debtors and creditors, or their practical implementation by Indonesian courts, may differ materially from those that would apply in other countries. On 8 December 2014, the Supervisory Judge in proceedings before the Commercial Court of the Central Jakarta District Court determined that noteholders were not creditors of Bakrie Tel for purposes of its court-supervised debt restructuring, known as Bakrie Tel PKPU. Bakrie Tel, an Indonesian telecommunications company, is the guarantor of US$380 million of senior notes issued in 2010 and 2011 by a Singapore-incorporated special purpose vehicle that is a subsidiary of Bakrie Tel. the proceeds from the offering of the notes were on-lent to Bakrie Tel pursuant to an intercompany loan agreement, which was guaranteed by Bakrie Tel and assigned to the noteholders as collateral. In its decision affirming the composition plan, the Commercial Court accepted the Supervisory Judge s determination that the relevant creditor of Bakrie Tel in respect of the US$380 million notes was the issuer subsidiary, rather than the noteholders or the trustee, and gave no effect to the guarantee. As such, only the intercompany loan was recognised by the Commercial Court as indebtedness on which Bakrie Tel was liable for purposes of the Bakrie Tel PKPU. As a result, only the issuer subsidiary had standing as a Bakrie Tel creditor to vote in the Bakrie Tel PKPU proceedings, which substantially altered the terms of the U.S. dollar bonds and the guarantee. Similar with the Bakrie Tel PKPU case, an Indonesian company, PT Trikomsel Oke Tbk ( Trikomsel ), in early 2016 was entered into a suspension of payment obligation / Penundaan Kewajiban Pembayaran Utang ( PKPU ) under the Indonesia bankruptcy law regime. The PKPU administrators were reported to reject claims that arose from their two Singapore dollar bonds and have taken the stance that the trustees do not have any standing to make claims on behalf of the existing noteholders. Further, they asserted that only individual existing noteholders that had filed claims on their own would be able to participate in the PKPU proceedings and to vote on the restructuring plan. Various sources -21-

292 indicate that the PKPU administrators have instead acknowledged Trikomsel s affiliates intercompany loan, by which the proceeds of bond issuance have been streamed. The PKPU process is currently extended until mid-june and further extended until early August, therefore discussion on the restructuring plan is still ongoing. As a result, it may be more difficult for the Group to pursue a claim against the tenants of the properties in the portfolio in Indonesia than it would be in other jurisdictions. This may adversely affect or eliminate entirely the Group s ability to obtain and/or enforce a judgment against the tenants of the properties in the Group s portfolio in Indonesia. A recent Indonesian Law requiring agreements involving Indonesian parties to be written in the Indonesian language may raise issues as to the enforceability of agreements. On July 9, 2009, the Government enacted Law No. 24/2009 requiring that agreements involving Indonesian parties be written in the Indonesian language. Where an agreement also involves foreign parties, it may also be executed in both the Indonesian language and a foreign language, provided that the agreement in the foreign language and the agreement in the Indonesian language are equally authoritative. Law No. 24/2009 is silent on the governing language if there is more than one language used in a single agreement. Article 40 of Law No. 24/2009 states that further stipulation on the use of Bahasa Indonesia shall be regulated by the implementing regulations to be issued. Accordingly, until such implementing regulations are issued, it is unclear whether Bahasa Indonesia will be stipulated as the governing language of agreements related to our business or to the GAP Shares and Warrants, and when such implementing regulations are issued, English might not be recognized as the governing language of such agreements, even if agreed to by the contracting parties. Although the Warrants and any other agreements will be prepared in dual English and Indonesian versions as required under Law No. 24/2009, we cannot assure you that, in the event of inconsistencies between the Indonesian language and English language versions of these agreements, an Indonesian court would hold that the English version would prevail. Some concepts in the English language may not have a correspondingterm in the Indonesian language and the exact meaning of the English text or may not be fully captured by such Indonesian version. If this occurs, we cannot assure you that the terms of the Warrants will be as described in this Exchange Offer Memorandum, or will beinterpreted and enforced by the Indonesian courts as intended. Detailed implementing regulations for Law No. 24/2009 have not been published and Law No. 24/2009 does not specify any sanction for non-compliance. We cannot predict as to how the implementation of this new law willimpact the validity and enforceability of the Warrants under Indonesianlaws. This creates uncertainty as to the ability of Warrants to enforce thewarrants in Indonesia. Risks Relating to the Exchange Offer and the Scheme If the Scheme of Arrangement is not implemented one or more members of the Group may be unable to continue as a going concern. If the Existing Issuer does not obtain court sanction for the Scheme and/or the Scheme cannot be implemented in accordance with its terms, the Existing Issuer may be unable to continue as a going concern in Singapore. Moreover, the Warrant Issuer may be unable to satisfy its obligations in respect of the guarantee of the Existing Notes and may be unable to continue as a going concern in Indonesia. PKPU or Bankruptcy proceedings under Indonesian law in respect of the Warrant Issuer might also be initiated as a result of enforcement action by creditors and/or suppliers. The realizable value of assets in bankruptcy proceedings generally represents a significant discount to their book value. Accordingly, the proceeds of realization of the assets of the Existing Issuer s and its subsidiaries in any bankruptcy proceedings may be insufficient to provide a material return to unsecured creditors. The Scheme may be objected to and may not be completed. -22-

293 The Scheme may fail to become effective and/or may fail to be implemented in accordance with its terms. In particular, the Scheme will not be effective unless approved by a majority in number representing three fourths by value of those creditors ( Scheme Creditors ) that are present and voting (in person or by proxy) at the Scheme Meeting and subsequently sanctioned by the Singapore courts. If the Scheme is approved at the Scheme Meeting, it is possible for a person with an interest in the Scheme (whether a Scheme Creditor or otherwise) to file objections to the Scheme with the Singapore courts, to attend or be represented at the hearing of the court to sanction the Scheme in order to make representations that the Scheme should not be approved and to appeal against any court order sanctioning the Scheme. Therefore, there can be no assurance that objections will not be made at or before the court sanction hearing or that an appeal will not be made against the any court order sanctioning the Scheme and that any such objections or appeal will not delay or prevent the implementation of the Scheme once approved and effective. In addition, even if the Scheme of Arrangement becomes effective and is not subject to objection or appeal, it may fail to be implemented in accordance with its terms. Implementation is subject to certain factors that are beyond the control of the Existing Issuer and the New Securities Issuers. In particular, it may be necessary for the Existing Issuer (or a representative appointed to act on its behalf) to obtain recognition of the Scheme and additional relief under the U.S. Bankruptcy Code before the Scheme can be implemented. We may fail in obtaining such recognition and/or relief. The enforcement of the Scheme would take place under the laws of Singapore and the laws of other jurisdictions which may differ significantly from the law of the U.S. and other jurisdictions with which the Existing Noteholders may be familiar. Any proceedings to enforce the terms of the Scheme would most likely be taken in accordance with the laws of Singapore, which differ in significant respects from, and may not be as favorable to the holders of GAP Shares or Warrants as, similar provisions under the laws of other jurisdictions with which the holders of GAP Shares or Warrants may be familiar. The consummation of the Scheme is likely to extinguish all rights of the investors under the Existing Notes. Existing Noteholders will lose all their claims against the Existing Issuer and the Warrant Issuer resulting from their acquisition or ownership of Existing Notes (including claims to any accrued and unpaid interest and any litigation claims) if these claims are a class of securities that are covered under the Scheme. There can be no assurance that the value of the GAP Shares or the Warrants which investors receive under the Scheme as consideration will not be less than the value of any such claims that they may have had and are relinquishing. The New Securities Issuers will have significant debt and other liabilities outstanding following the completion of the Scheme and will have significant debt service requirements, which will leave the New Securities Issuers vulnerable to economic downturns and reduce its flexibility. Following the completion of the Scheme, the New Securities Issuers will still have a significant amount of liabilities outstanding. This is likely to limit the ability of the New Securities Issuers to obtain additional financing on commercially viable terms or at all to fund working capital, capital expenditure, product development efforts and acquisitions of new assets. The New Securities Issuers substantial liabilities have important consequences to their ability to manage and operate their business. For example, the outstanding liability position could and does increase the Issuer s vulnerability to general adverse economic and industry conditions, limit their ability to fund future working capital, capital expenditure, research and development and other general corporate requirements, require them to dedicate a substantial portion of their cash flow from operations to service interest and principal payments on their debt and other liabilities and limit, along with the applicable financial and other restrictive covenants in -23-

294 agreements governing their debt and other liabilities, among other things, their ability to borrow additional funds for the continuation of their business. The Exchange Offer may not be consummated and the Existing Issuer restructuring efforts may not be successful. The Exchange Offer is designed to improve the Existing Issuer s consolidated statement of financial position and capital structure over time by decreasing its outstanding consolidated debt and significantly reducing its annual finance cost. However, these efforts, including the Exchange Offer, may not be successful. Accordingly, the Existing Issuer cannot assure the Existing Noteholders that it will be able to achieve its objectives with respect to the business restructuring strategy. The consummation of the Exchange Offer may be delayed or may not occur. The Existing Issuer and the New Securities Issuers are not obligated to consummate the Exchange Offer under certain circumstances unless and until certain conditions are satisfied. They may also terminate the Exchange Offer at any time. Even if the Exchange Offer is completed, it may not be completed on the schedule described in the Scheme Documents. Accordingly, Eligible Scheme Creditors participating in the Exchange Offer may have to wait longer than expected to receive their Warrants and GAP Shares. Risks Relating to the Warrants The Warrants may have limited value and such value may fluctuate significantly over time. The Warrants constitute direct, general and unsecured contractual obligations of the Warrant Issuer. The Eligible Scheme Creditors receiving Warrants on the Warrants Issue Date, if any, are relying upon the creditworthiness of the Warrant Issuer and have no rights under the Warrants against any other person, including any of the Warrant Issuer s subsidiaries. Furthermore, due to their nature, the Warrants can be volatile instruments and may be subject to considerable fluctuations in value. The value of the Warrants may fall in value as rapidly as it may rise due to, including but not limited to, variations in the frequency and magnitude of the underlying share dividends and interest rate and the creditworthiness of the Warrant Issuer. In addition, the Warrants and the right to receive distributions as discussed in Summary of the Warrants constitute contractual claims that the Warrants holders have against the Warrant Issuer. Accordingly, the Warrant holders will have no rights as a shareholder under the applicable laws towards the Issuer. In the event that the Warrant Issuer refuses to fulfill its obligations under the Warrants or to make distributions in the manner set out in Summary of the Warrants, your rights would be limited to damages for breach of contract. The Warrant may have no value in a liquidation or business rescue. In the event of a liquidation of the Warrant Issuer, the liquidator cannot be compelled to perform in terms of the Warrant and the Warrant holder will only have a claim for any damages arising from the liquidator s failure to perform. In the event of a business rescue of the Issuer, the appointed practitioner can suspend or cancel (with the consent of the court) the obligations of the company in terms of the Warrants. In such event the Warrant holder would only have a claim for damages. The obligations of the Warrant Issuer to Warrant holders are limited. The Warrant Issuer is not in any respect underwriting or guaranteeing the performance of any Warrant. Furthermore, the Warrant Issuer has substantially no obligations to a Warrant holder other than to pay amounts and/or deliver -24-

295 shares in accordance with the terms thereof as set forth herein. As a result, your recourse against the Warrant Issuer is limited. Transfers of the Warrants are restricted, which may adversely affect their value. The Warrants are being offered and sold pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws of the U.S. The Warrants have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws. Therefore, the holders of the Warrants may not transfer or sell the Warrants in the U.S. or to U.S. holders except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws, or pursuant to an effective registration statement, and each holder of the Warrants may be required to bear the risk of its investment in the Warrants for an indefinite period of time. The Warrants contain provisions that restrict the Warrants from being offered, sold or otherwise transferred except pursuant to the exemption under the U.S. Securities Act. Furthermore, the Warrant Issuer has not registered the Warrants under any other country s securities laws. It is the holder s obligation to ensure that its offers and sales of the Warrants within the U.S. and other countries comply with applicable securities laws. An active liquid trading market for the Warrants may not develop. The Warrants are a new class of securities that has never been traded. The Warrants will not be delivered in bookentry form through Euroclear or Clearstream or any other clearing agency or listed on any securities exchange. We expect the warrants to transfer through a transfer agent that will require a transferee to provide a certification of compliance with the transfer restrictions, and may require delivery of certain know-your-client information. As a result, trading in the warrants may be a more time intensive process than if they were traded through a clearing system. As a result, it is unlikely that an active trading market for the warrants will develop, or if one does develop, that it will be sustained. In addition, upon exercise of such Warrants, the shares that will be issued will also be subject to similar risks associated with trading. Holders of the Warrants will have no rights as a stockholder until such holders exercise their Warrants and acquire BLD Shares. Until holders of the Warrants acquire BLD Shares upon exercise of the Warrants, holders of Warrants will have no rights with respect to the shares of the Warrant Issuer underlying such Warrants, other than a contractual right to receive certain distributions as set out in the Scheme Documents. Upon exercise of the Warrants, holders thereof will be entitled to exercise the rights of a capital stockholder only as to matters for which the record date occurs after the exercise date. Risks Relating to the GAP Shares The trading prices of the GAP Shares are likely to be volatile, which could result in substantial losses to investors. The trading prices of the GAP Shares are likely to be volatile and could fluctuate widely in response to factors beyond the Share Issuer s control, including general market conditions. In addition, the price and trading volume of the GAP Shares may be highly volatile for specific business reasons. Factors such as variations in the Group s financial results, announcements of new business initiatives by us or by our competitors, recruitment or departure of key personnel, changes in the estimates of the Group s financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securities of the Group s competitors could cause the market price for the GAP Shares to change substantially. Any of these factors may result in large and sudden changes in the trading volume and price for the GAP Shares. -25-

296 Future issuances of GAP Shares may depress the trading price of GAP Shares. Any issuance of equity securities by the Share Issuer after the completion of the Scheme could dilute the interests of the existing shareholders and could substantially decrease the trading price of the GAP Shares. The Share Issuer may issue equity securities in the future for a number of reasons, including to finance its operations and business strategy, to satisfy its obligations upon the exercise of outstanding warrants or options or for other reasons. The offer and sale of the GAP Shares in the United States may be subject to certain U.S. state securities laws with which we are unable to comply and we may be subject to certain penalties or sanctions under such securities laws. Under U.S. federal securities laws, an offer or sale of securities must either be registered with the U.S. Securities and Exchange Commission or rely on an exemption from such federal registration requirement. In order to offer and sell the GAP Shares in the United States, we have relied on the exemption from the federal registration requirement pursuant to Section 3(a)(10) of the Securities Act. In addition, in certain circumstances, state securities laws also require an offering of securities to either be registered with the state or for the issuer to find an exemption from such state registration requirement. Pursuant to Section 18 of the Securities Act, state securities laws do not apply where the security being offered is what is known as a covered security. The GAP Shares are not covered securities, and as a result, if any holder(s) of the Existing Notes or the Trustee resides in the United States, the Share Issuer may be required to register the offering and sale of the GAP Shares under the securities laws of each of the states where these holders reside. As the Share Issuer is unable to identify where each holder of the Existing Notes reside, the Share Issuer is unable to determine which U.S. state securities laws to which we may be subject. As a result, if any of these state securities laws require the Share Issuer to register at this time, the Share Issuer may be unable to do so and may be subject to penalties or sanctions under such state securities laws. The Share Issuer is unable to determine the amount of any such penalties or sanctions, if imposed, or whether they could have a material and adverse effect on its business, financial condition, results of operations and prospects. Transfers of the GAP Shares are restricted, which may adversely affect their value. The GAP Shares are being offered and sold pursuant to an exemption from registration under the U.S. Securities Act. The GAP Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws. Therefore, the holders of the GAP Shares may not transfer or sell the GAP Shares in the United States or to U.S. holders except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws, or pursuant to an effective registration statement, and each holder of the GAP Shares may be required to bear the risk of its investment in the GAP Shares for an indefinite period of time. The GAP Shares contain provisions that restrict the GAP Shares from being offered, sold or otherwise transferred except pursuant to the exemption under the U.S. Securities Act. Furthermore, we have only registered the GAP Shares under Indonesian Capital Market law. -26-

297 EXCHANGE RATE INFORMATION AND EXCHANGE CONTROL INFORMATION Indonesia has implemented three exchange rate systems: a fixed rate between 1970 and 1978, a managed floating exchange rate system between 1978 and 1997 and a free-floating exchange rate system since August 14, Under the managed floating rate system, Bank Indonesia maintained the stability of the Rupiah through a trading band policy, pursuant to which Bank Indonesia would enter the foreign currency market and buy or sell Rupiah, as required, when trading in the Rupiah exceeded bid and offer prices announced by Bank Indonesia on a daily basis. On August 14, 1997, Bank Indonesia terminated the trading band policy and instituted the current free-floating exchange rate system, allowing the Rupiah to float without an announced level at which it would intervene, which resulted in a substantial decrease in the value of the Rupiah relative to the U.S. dollar. Under the current system, the exchange rate of the Rupiah is determined by the market, reflecting the interaction of supply and demand in the market. Bank Indonesia may take measures, however, to maintain a stable exchange rate. The following table shows the exchange rate of Rupiah for US dollars based on the middle exchange rates during the periods indicated. The Rupiah middle exchange rate is calculated based on Bank Indonesia s buying and selling rate. No representation is made that the Rupiah or US dollar amounts referred to herein could have been or could be converted into US dollars or Rupiah, as the case may be, at any particular rate or at all. Rupiah S$ 1 9 9,751 9,422 9,628 US$ 1 13,436 13,795 12,440 12,189 Exchange controls Currently, Indonesia has limited foreign exchange control restrictions. Foreign currency is generally freely transferable to, from and within Indonesia. However, in order to maintain the stability of the Rupiah and to prevent the utilization of the Rupiah for speculative purposes by non-indonesian residents, Bank Indonesia has introduced regulations to prohibit the movement of Rupiah from banks within Indonesia to banks, legal entities or other offshore institutions domiciled outside Indonesia, or to an offshore branch or office of an Indonesian bank or Indonesian legal entities, or any investment in Rupiah denomination with foreign parties and/or Indonesian citizens domiciled or permanently residing outside Indonesia, thereby limiting offshore trading to existing sources of liquidity. In addition, Bank Indonesia has the authority to request information and data concerning the foreign exchange activities of all persons and legal entities that are domiciled, or plan to be domiciled in Indonesia for atleast one year. Bank Indonesia regulations also require companies that have total assets or total annual gross revenues of at least Rp. 100 billion to report to Bank Indonesia all data concerning their foreign currency activities, if the relevant foreign currency transaction is not conducted through a domestic bank or domestic non-bank financial institution (such as insurance companies, securities companies, finance companies or venture capital companies). If certain transactions are conducted via a domestic bank or domestic non-bank financial institution, such domestic bank or financial institution is required to report the transaction to Bank Indonesia. The transactions that must be reported include receipts and payments through bank accounts outside of Indonesia. Purchasing of foreign currencies against Rupiah through banks Pursuant to the Bank Indonesia Regulation No. 10/28/PBI/2008 concerning the Purchase of Foreign Currency Against Rupiah Through Banks, the conversion of Indonesian Rupiah to foreign currencies or the purchase of foreign currency in an amount exceeding US$100,000 per month (or its equivalent) by any company (including the purchase of foreign currencies for derivative transactions), must be based on an underlying transaction, which is -27-

298 defined as an activity the basis for which foreign currencies are purchased. Further, the amount of foreign currencies that will be purchased must be at the most equal to the nominal value of the underlying transaction. Indonesian companies purchasing foreign currencies in excess of US$100,000 will be required to submit certain supporting documents to the selling bank, including among others, the relevant underlying transaction document, a duly stamped statement confirming that the underlying agreement is valid and that the foreign currency purchased will only be used for settlement of the payment obligations under the underlying agreement. For purchases of foreign currency not exceeding US$100,000, such company must declare in a duly stamped letter that its aggregate foreign currency purchases do not exceed us$100,000 per month in the Indonesian banking system. -28-

299 CAPITALIZATION AND INDEBTEDNESS The following table sets forth the Warrant Issuer s cash and cash equivalents, short-term debt, long-term debt, equity and total capitalization as of December 31, The information in this table should be read in conjunction with the sections entitled Summary Financial Information and Other Data and Management s Discussion and Analysis of Financial Condition and Results of Operation as well as our consolidated financial statements and the notes thereto included elsewhere in this Exchange Offer Memorandum. In Rupiah December 31, Cash and cash equivalents 78,578,982,264 76,610,495, ,636,029, ,454,346,595 Short-term debt: Short-term bank and financial 627,210,892, ,352,402, ,650,268, ,520,870,533 institution loans Current maturities of long-term debts: Bank loans 130,598,547, ,712,079, ,675,505, Trade payables 17,193,791,670 17,193,791,670 17,193,791, Liability for purchase of 790,859, ,707,329 1,194,905, fixed assets Convertible bonds 3,633,867,144,668 3,194,200,966,527 2,514,291,417, Total short-term debt 4,409,661,236,053 4,109,451,947,741 3,455,005,888,368 3,076,190,581,627 Long-term debt: Bank loans 1,174,419,159, ,243,245, ,821,506, Liability for purchase of 947,435,162 1,101,256,468 1,414,586, fixed assets Total long-term debt 1,175,366,594, ,344,502, ,236,093, ,468,992,183 Total equity 6,398,826,257,633 6,673,123,397,615 7,601,639,589,859 7,151,078,848,993 Total capitalization and indebtedness 11,983,854,088,635 11,560,919,847,370 11,800,881,571,520 10,690,738,422,

300 The following table sets forth the Share Issuer s cash and cash equivalents, short-term debt, long-term debt, equity and total capitalization as of December The information in this table should be read in conjunction with the sections entitled Summary Financial Information and Other Data and Management s Discussion and Analysis of Financial Condition and Results of Operation as well as our consolidated financial statements and the notes thereto included elsewhere in this Exchange Offer Memorandum. In Rupiah December 31, Cash and cash equivalents 13,990,565,036 14,667,387,501 Short-term debt: Short-term bank and financial 9,988,218, ,578,749,999 institution loans Current maturities of long-term debts: Bank loans 62,499,374,067 72,912,403,989 Liability for purchase of 233,690, ,377,071 fixed assets Total short-term debt 72,721,282, ,007,531,059 Long-term debt: Bank loans 783,492,769, ,017,342,630 Liability for purchase of 53,611, ,001,572 fixed assets Total long-term debt 783,546,381, ,295,344,202 Total equity 2,293,612,792,504 1,932,132,246,027 Total capitalization and indebtedness 3,149,880,456,499 2,795,435,121,

301 THE EXCHANGE OFFER The following section contains basic information about the Exchange Offer. It does not contain all the information that is important to you. For a more complete understanding of the Exchange Offer, please refer to the Scheme Documents. The Exchange Offer The purpose of the Exchange Offer is to implement the Scheme. Pursuant to the Scheme and this Exchange Offer, (i) any and all of the Existing Notes and the Trustee s Remuneration and Expenses Claim are being exchanged for a consideration of GAP Shares and (ii) the Warrant Issuer is offering to exchange any and all of the Existing Notes and the Trustee s Reumuneration and Expenses Claim for a consideration of Warrants. The outstanding amount due in respect of the Existing Notes (as of 8 March 2017) and the Trustee s Remuneration and Expenses Claim was US$278,119,718, which comprises the sum of (i) the principal amount of US$155,000,000 of Existing Notes, (ii) accrued and unpaid interest amounting to US$122,428,179 (as at 8 March 2017), and (iii) the Trustee s Remuneration and Expenses Claim amounting to US$691,539 (collectively, the Outstanding Amount ). The GAP Shares are being exchanged in satisfaction of IDR 1,198,886,200,400 of the Outstanding Amount (the GAP Shares Portion ) (based on an USD/IDR exchange rate of US$1: IDR 13,366). The GAP Shares Portion was derived by multiplying: (i) 8,563,472,860 GAP Shares; by (ii) US$0.011 (being the price in Rupiah at which the GAP Shares were issued through the initial public offering of the GAP Shares ( IPO ) on the Indonesian Stock Exchange ( IDX ) of Rp. 140 (the IPO Price ), converted into US$ by applying the prevailing rate for the purchase of US$ with Rupiah on the date of the IPO (being 29 June 2016)). The Warrant Issuer is offering to issue 2,518,461,951 Warrants in satisfaction of IDR 2,518,461,951,406 of the Outstanding Amount (the Warrants Portion ) (based on an USD/IDR exchange rate of US$1: IDR 13,366). The Warrants Portion was derived by subtracting: (i) the product of 8,563,472,860 GAP Shares and the IPO Price; from (ii) the Outstanding Amount as of 8 March 2017 converted into Rupiah by applying the prevailing rate for the purchase of Rupiah with US$ on such date (being US$1: IDR 13,366). In the event that the Scheme becomes effective, the Existing Issuer and the Warrant Issuer will be released from any indebtedness arising in respect of the Existing Notes and under the Trust Deed following completion of the GAP Share Transfer in accordance with the terms of the Scheme in accordance with the terms of the Scheme and of this Exchange Offer. The Warrant Issuer will further undertake to use its best efforts to obtain the approval of the requisite majority of shareholders and all applicable regulatory authorities for the issuance and settlement of the Warrants and issuing the Warrants as soon as practicable thereafter and in accordance with the terms of the Scheme and the prevailing laws and regulations of the Republic of Indonesia, provided that, in the event that the Warrants are not Approved (as defined in the Scheme documents) on or prior to the Release Date (as defined in the Scheme documents), from the Release Date henceforth, the Warrant Issue will not be under any further obligation to seek Approval (as defined in the Scheme documents) and/or issue the Warrants. For the avoidance of doubt, the failure to issue the Warrants shall not in any way whatsoever affect the release of the Existing Issuer and the Warrant Issuer from any indebtedness arising in respect of the Existing Notes and under the Trust Deed following completion of the GAP Share Transfer in accordance with the terms of the Scheme. Explanatory statement regarding the Scheme For more details about the terms and conditions of exchange offer, please see the scheme document dated 31 August 2017 addressed to the holders of the Existing Notes containing, among other things, an explanatory statement and the terms of the Scheme, including all appendices, schedules and annexures thereto. -31-

302 Representations, warranties and covenants of Eligible Scheme Creditors Upon exchanging the Existing Notes and the Remuneration and Expenses Claim for the Scheme Consideration, and subject to the terms and conditions of the Exchange Offer generally, each Eligible Scheme Creditor will be deemed, among other things, to: (i) (ii) (iii) (iv) irrevocably sell, assign and transfer to or upon our order or the order of our nominee, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of such holder s status as a holder of, all Existing Notes, such that thereafter it shall have no contractual or other rights or claims in law or in equity against the Existing Issuer, the Trustee or any fiduciary, trustee, fiscal agent, security agent or other person connected with the Existing Notes arising under, from or in connection with such Existing Notes; irrevocably sell, assign and transfer to or upon our order or the order of our nominee, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the Remuneration and Expenses Claim, such that thereafter it shall have no contractual or other rights or claims in law or in equity against the Existing Issuer or any fiduciary, trustee, fiscal agent, security agent or other person connected with the the Remuneration and Expenses Claim; waive any and all rights with respect to the Existing Notes and the Remuneration and Expenses Claim (including, without limitation, any existing or past defaults and their consequences in respect of such Existing Notes and/or the Remuneration and Expenses Claim); and release and discharge the Existing Issuer and the Trustee from any and all claims such holder and/or the Trustee (in respect of the Remuneration and Expenses Claim) may have (now or in the future), arising out of or relating to the Existing Notes, including, without limitation, any claims that such holder is entitled to receive additional principal or interest payments with respect to the existing notes (other than as expressly provided in this Exchange Offer Memorandum) or to participate in any redemption or defeasance of the Existing Notes. In addition, such Eligible Scheme Creditor will be deemed to represent, warrant and agree that: (i) (ii) (iii) (iv) (v) (vi) it has received and reviewed this Exchange Offer Memorandum; it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more such beneficial owners of, the Existing Notes (if applicable); it is otherwise a person who is eligible to participate in the Exchange Offer in accordance with the applicable laws of the jurisdiction in which it is located in or resides; the Existing Notes and the Remuneration and Expenses Claim were owned as of the date of the exchange, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and the New Securities Issuers will acquire good, indefeasible and unencumbered title to such Existing Notes and the Remuneration and Expenses Claim, free and clear of all liens charges, claims, encumbrances, interests and restrictions of any kind, when we accept the same; it will not sell, pledge, hypothecate or otherwise encumber or transfer any Existing Notes or the Remuneration and Expenses Claim tendered thereby and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect; in evaluating the Exchange Offer and in making its decision whether to participate therein by tendering its Existing Notes and/or the Remuneration and Expenses Claim, such holder and/or the Trustee (in respect of -32-

303 the Remuneration and Expenses Claim) has made its own independent evaluation of the matters referred to herein and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to such holder by the Existing Issuer or the information agent other than those contained in or incorporated by reference into this Exchange Offer Memorandum; and (vii) if the Existing Notes are assets of an employee benefit plan subject to the fiduciary provisions of the U.S. Employee Retirement Income Security Act of 1974 or of a government plan subject to substantially similar provisions and any person who is exercising any fiduciary authority with respect to the exchange offer controls, is controlled by or is under common control with the information agent, then such person has notified the information agent of such fact in writing. Each holder of Existing Notes that submits an account holder letter will also be deemed to represent, warrant and agree as set forth under Transfer Restrictions in this Exchange Offer Memorandum. The Trustee, if it submits a proof of debt, will also be deemed to represent warrant and agree as set forth under Transfer Restrictions in this Exchange Offer Memorandum For the purposes of this Exchange Offer Memorandum, the beneficial owner of any Existing Notes shall mean any holder that exercises sole investment discretion with respect to such Existing Notes. -33-

304 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2013, 2014, 2015 and 2016 for the Warrant Issuer and the audited financial statements for the year ended December 31, 2015 and 2016 for the Share Issuer, year and year together with the related notes thereto, all of which are included elsewhere in this Exchange Offer Memorandum. This discussion and analysis contains data derived from our consolidated financial statements and forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this Exchange Offer Memorandum, particularly in Risk Factors. The Share Issuer s and the Warrant Issuer s audited consolidated financial statements for the years ended December 31, 2013, 2014 and 2015 have been prepared in accordance with Indonesian Financial Accounting Standards (SAK), which comprise the Statement of Financial Accounting Standards (PSAK) and Interpretations of Statement of Financial Standards (ISAK) issued by the Board of Financial Accounting Standards of the Indonesian Institute of Accountants and the regulation and financial statements presentation and disclosure guidelines issued by the Indonesia Financial Services Authority (OJK). Basis of Presentation The following discussion is based on our audited consolidated financial statements for the years ended December 31, 2013, 2014, 2015, and 2016 for the Warrant Issuer and the audited financial statements for the year ended December 31, 2015 and 2016 for the Share Issuer. Introduction PT Bakrieland Development Tbk. (the Warrant Issuer ) was initially established under the name PT Purilestari Indah Pratama in June 1990, and later renamed to PT Elang Realty in December Three years later, in 1997, PT Elang Realty was renamed to PT Bakrieland Development Tbk. and remained to this day. The Warrant Issuer began listing its shares on the Indonesia Stock Exchange through an Initial Public Offering (IPO) in October The Warrant Issuer operates as an integrated property developer across Indonesia engaging in property development. The primary focus of the Company is residential development for the middle to upper class market segments in various strategic and prestigious locations throughout Indonesia. In addition to being the pioneer in the development of the largest mixed-use superblock in the main business area of Jakarta, the Rasuna Epicentrum, the Warrant Issuer has also managed to become the largest residential developer in the city of Bogor, developing the Bogor Nirwana Residence. Also, in 2013 the Warrant Issuer developed Kahuripan Nirwana, a township in Sidoarjo, East Java and expanded its business to Yogyakarta. The Share Issuer is a subsidiary of the Warrant Issuer and was established under the name of PT Aliyah Pancahafat on 15 June The Share Issuer is engaged in developing and managing amusement/recreation parks and property. The change in the legal entity name from PT Aliyah Pancahafat into PT Graha Andrasentra Propertindo was notarized under Notarial Deed of Ny. Toety Juniarto, S.H., No. 93 dated 23 June 1997 and approved by the Ministry of Justice in Decision Letter No. C HT Th.97 dated 2 July

305 Significant Factors Affecting Our Results of Operations below. Our results of operations are affected by a number of factors, the most significant of which is described Macro-Economic Conditions The global economic condition has continued to be on the road to recovery from the slow growth figures during 2016, as reflected in the global growth rate by the International Monetary Fund (IMF), of which only reached 3.12%, lower compared to 3.35% in Meanwhile, the election of Donald Trump as the new President of the United States added political and economic uncertainties that in turn affected the global business and investment climate. Domestically, Indonesia posted a GDP growth rate of 5.02% during 2016, a slight improvement compared to 4.88% in The financial and insurance service sectors posted the highest growth at 8.90%, followed by other service sectors at 7.80%. On the other hand, mining and the extractive sectors posted the lowest growth at 1.06%. Nevertheless, this sector has actually posted a significant improvement considering that the sector contracted by 5.1% in The manufacturing sector, as the largest source of economic growth, only grew by 4.29% in The improvement in the economic growth rate was achieved at a very low inflation rate, namely 3.02%, compared to 3.35% in 2015, partly due to deflation in the transport, communications and financial service sectors during During 2016, the government of Indonesia lowered the subsidized fuel prices twice, namely in January and April 2016, leading to deflation in the transportation sector during the year. Along with the downward trend in inflation, Bank Indonesia lowered its benchmark interest rate six times in 2016 or a total of 150 bps to 4.75% by the end of Since August 2016, BI used the 7-day reverse repo rate as its benchmark interest rate. In addition to lower interest rates. The government also provided relaxation regulations on the purchase of second homes. However, these facilities did not provide a significant impact on the national property performance in The growth of the property industry during 2016 can be attributed from the GDP growth, derived from the construction and the real estate sectors. The construction sector grew quite well, higher than the national economic growth of 5.22% in Although figures posted higher than the national economic growth, the growth of the construction sector was actually lower than the previous year s of 6.7%, partly due to a weakening of infrastructure development activities undertaken by the government. Meanwhile, the real estate sector only grew to 4.30% in 2016, decreasing from 4.8% in This growth reflected the weak public purchasing power and low interest in property purchases due to the government s tax policy in In 2016, the government actively encouraged the public to join the tax amnesty program, which subsequently impacted the demand for property in the year. Results of Operations The following table set forth our selected income statement and other financial information presented as a percentage of total net sales for the periods indicated. -35-

306 PT BAKRIELAND DEVELOPMENT Tbk. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME As of December 31, 2016, 2015, 2014 and 2013 December NET REVENUES 1,688,247,885,987 1,395,603,904,262 1,579,947,206,733 3,324,852,984,839 COST OF REVENUES 1,088,430,167, ,915,847, ,884,957,985 1,477,079,871,923 GROSS PROFIT 599,817,718, ,688,056, ,062,248,748 1,847,773,112,917 Selling expenses (63,196,005,619) (57,641,788,075) (50,025,531,623) (59,467,319,479) General and administrative expenses (519,373,042,082) (495,268,360,478) (540,122,563,938) (619,546,194,657) Gain (loss) on foreign exchange - net 14,225,771,107 (53,398,226,392) 3,172,052,145 (17,982,746,022) Equity in net gain (loss) of Associated (1,620,114,467) (1,287,621,250) (11,651,146,645) (52,635,551,774) Interest expense and financial charges - net (692,181,868,000) (590,082,648,612) (603,844,945,830) (267,293,084,339) Final tax expense (24,101,803,165) (46,387,270,828) (55,285,447,754) (159,238,298,303) Loss on cancellation of sales of housing and apartments (2,740,716,908) (10,134,623,596) 1,653,180,805 (2,023,933,043) Loss on sales of fixed asset and investment property - net (10,116,770,350) (10,546,899,364) (3,744,845,398) (869,103,593) Gain (loss) on divestment of Subsidiaries - (77,440,000) 704,236,092,572 - Loss on decline of investment - - (61,121,259,058) (143,784,843,474) Negative goodwill/gain on ,560,591,742 - Others - net 142,451,919,338 (193,025,864,108) 7,582,202,743 (719,927,489,820) INCOME (LOSS) BEFORE PROVISION FOR (556,834,912,066) (706,221,484,448) 481,470,628,509 (194,995,451,588) -36- IDR

307 TAX BENEFIT (EXPENSES) PROVISION FOR TAX EXPENSES Current (19,465,213,265) (11,554,435,179) (19,526,561,174) (32,920,935,410) Deffered 1,653,043, ,731,011 (1,450,269,734) 26,234,501,263 Total provision for tax expenses - net (17,812,170,032) (10,656,704,165) (20,976,830,908) (6,686,434,147) INCOME (LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS (574,647,082,098) (724,166,901,246) 460,493,797,601 (201,681,885,735) DISCONTINUED OPERATIONS Gain for the year from discontinued operations 27,382,534,974-11,781,521,514 (30,567,866,033) INCOME (LOSS) FOR THE YEAR (547,264,547,124) (724,166,901,246) 472,275,319,115 (232,249,751,768) OTHER COMPREHENSI VE INCOME (EXPENSE) Items not to be reclassified to profit or loss: Actuarial gains (4,690,621,789) 18,970,263,914 6,122,843,654 - Related income tax (8,098,835) (1,360,203,702) (817,123,314) - Items that will be reclassified subsequently to profit or loss: Exchange differences due to financial statements translation 65,081,250,783 (239,565,234,678) (51,850,647,185) (319,704,429,494) Unrealized gain on investment under available-for-sale 14,102,082,657 14,510,030,400 (972,826,974) 339,717,954,112 Total other comprehensive income (expenses) for the period net after tax 74,484,612,816 (209,313,362,450) (47,517,753,819) 20,013,524,618 Total comprehensive (37,085,179)

308 income for the year from discontinued operations TOTAL COMPREHENSI VE INCOME (LOSS) FOR THE PERIOD (472,817,019,487) (931,612,045,312) 424,757,565,296 (212,236,227,150) PT GRAHA ANDRASENTRA PROPERTINDO Tbk. AND SUBSIDIARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME As of December 31, 2016 and NET REVENUES 355,161,572, ,434,131,789 COST OF REVENUES 199,125,524, ,263,318,016 GROSS PROFIT 156,036,048, ,170,813,773 Selling expenses (29,379,421,581) (35,755,771,675) General and administrative expenses (121,808,271,989) (142,793,603,100) Gain (loss) on foreign exchange - net 8,386,716,424 (20,961,607,970) Equity in net gain (loss) of Associated (1,190,355,482) (1,273,163,061) Interest expense and financial charges - net (101,595,817,147) (130,723,493,216) Final tax expense (4,733,356,652) (5,486,212,145) Tax penalty - (46,428,917,757) Loss on sales of fixed asset and investment property - net (15,282,780) (10,894,007,696) Interest Income 267,679,945 6,861,736,562 Others - net (29,119,171,816) (38,441,067,735) INCOME (LOSS) BEFORE PROVISION FOR TAX BENEFIT (EXPENSES) (43,699,021,635) (254,725,294,020) PROVISION FOR TAX EXPENSES Current (13,371,044,750) (62,009,000) Deferred

309 Total provision for tax expenses - net (13,371,044,750) (62,009,000) INCOME (LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS (57,070,066,385) (254,787,303,020) DISCONTINUED OPERATIONS INCOME (LOSS) FOR THE YEAR (57,070,066,385) (254,787,303,020) OTHER COMPREHENSIVE INCOME (EXPENSE) Items not to be reclassified to profit or loss: Actuarial gains (3,842,119,381) 9,072,754,070 Items that will be reclassified subsequently to profit or loss: Unrealized gain on investment under available-for-sale 14,102,082,657 - Total other comprehensive income (expenses) for the period net after tax 10,259,963,276 9,072,754,070 TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD (46,810,103,109) (245,714,548,950) Notes: (1) The audited financial statements for the year ending 31 December 2013, 2014, 2015 and 2016 of the Warrant Issuer were prepared in accordance with the Indonesian Financial Accounting Standards (SAK). (2) The audited financial statements for the year ending 31 December 2015 and 2016 of the Share Issuer were prepared in accordance with the Indonesian Financial Accounting Standards (SAK). Description of Certain Line Items in the Income Statement for the year ended December 31, 2016 Revenue by Subsidiaries The Warrant Issuer s net revenues increased by 21% from Rp1,395.6 billion in 2015 to Rp1,688.2 billion in The largest proportion of the Warrant Issuer s revenue was derived from the PT Bakrie Swasakti Utama which -39-

310 contibuted Rp1,290.1 billion, or 76.42% of the Company s total operating revenues in Revenues from PT Bakrie Swasakti Utama was obtained from Bakrieland Subsidiaries that developed the Rasuna Epicentrum superblock project in the main CBD area of Kuningan Jakarta, which inlcuded apartments and high rise office buildings. The second largest contributor was PT Graha Andrasentra Propertindo Tbk (GAP), the New Issuer, amounting to 22.21% of the Warrant Issuer s total operating income in The revenues from the New Issuer that develops housing (landed housing) with Bogor Nirwana Residence as its main project, which is located in the main area of Bogor City and Jungleland Themepark located in Sentul Nirwana. The final contributor was PT Bakrie Nirwana Semesta (BNS) which contributed 1.37% of the Warrant Issuer s total operating income in The revenue from this Subsidiary engaging in the hospitality field, with the main projects including Grand Elty Singgasana in Tenggarong, East Kalimantan and Grand Elty Krakatoa at Krakatoa Nirwana Resort, Lampung Revenue by Product In terms of products, the largest contributor to the Warrant Issuer s operating revenues was derived from Bakrie Tower s sales, namely in the amount of Rp537.9 billion, or 31.9% of the Company s total revenues in The second largest contributor was management services, namely in the amount of Rp270.4 billion, or accounting for 16.0% of the Warrant Issuer s total revenues. The income from management services was derived from the management of apartments, offices and housing owned by the company. A summary of the proportion of the contribution is as follows: Product Contribution Landed Residential 13% Apartment 4.6% Strata Office 32% Strata Hotel 2.2% Hotel & Resort 14.4% Themepark 11% Strata Commercial 0.5% Retail & Sport Centre 4.3% Office Lease 1.2% Management Services 16% Sale of Lots 0.8% Cost of Revenue In line with the increase in net earnings, the Warrant Issuer also saw an increase in its cost of revenues to 55% in 2016 to Rp1,088.4 billion. This increase was higher than the increase in net operating income, resulting in a decrease of gross profit by 13.7% to Rp599.8 billion in

311 Operating Expenses The main components of the Warrant Issuer s operating expenses were sales, general and administrative expenses. Sales expenses consisted of advertising and promotional costs, sales commissions, as well as exhibitions and entertainment. Sales expenses increased by 9.6% from Rp57.6 billion in 2015 to Rp63.2 billion in 2016, primarily attributed to the increase in exhibition and entertainment expenses, which increased by 146.7% from Rp12.1 billion in 2015 to Rp29.8 billion in Interest Income/Expenses and Financial Charges The Warrant Issuer posted an increase in net interest expense and finance from Rp590.1 billion in 2015 to Rp692.2 billion in The increase mainly due to interest and financial charge of Equity Linked Bonds of BLD Invesments Pte Ltd which increase from USD 29.4 million to USD 38.9 million in 2016 or increase from Rp394.4 billion in 2015 to Rp517.8 billion in In 2015, interest expense amounted to Rp394.4 billion. Meanwhile, interest from financial institution decrease by 9.8% to Rp182.6 billion in 2016 mainly due to payment of short term bank loan from PT Graha Andrasentra Propertindo Tbk to PT Bank Rakyat Indonesia (Persero) Tbk. Cash Flow Net cash from the Warrant Issuer s operating activities mostly originated from cash received from customers subtracted with various payments for operating activities, including to suppliers and employees, and for operating expenses, land acquisition and interest and tax. The Warrant Issuerrecorded lower net cash from operating activities amounted to Rp444.3 billion in 2016, as the result of cash payment to the supplier and also general & administration expense and other payment. Changes in cash flow from investing activities among others derived from changes in fixed assets, short- and longterm investments, investment in shares, income from the sale of fixed assets, as well as changes in restricted funds. In 2016, the Warrant Issuer s net cash from investing activities reached Rp144.1 billion compared to Rp155.6 billion in 2015, in line with an increase in investment in shares and decrease in restricted funds. Changes in net cash from funding activities mainly cover changes in short- and long-term loans, including bonds and changes in the loans and receivables of related parties. The Warrant Issuer s net cash from funding activities amounted to Rp590.4 billion in 2016 compared to Rp797 million in The increase in net cash from funding activities in 2016 was due to decrease of related party receivables, increase of long term bank loan and cash received from Initial Public Offering from subsidary. The Warrant Issuer will continue to rely on the availability of internal cash through its operating activities (operating cash inflow) supported by external funding from bank loans and capital market funds. Liquidity and Capital Resources The year ended December 31, 2016 As of December 31, 2016, we had cash and cash equivalents of Rp78.58billion (US$5.8 million). Our cash obtained from operating activities was (Rp444.3) billion (USD33.4) million for the year ended December 31, Our net cash used in investing activities was Rp billion (US$10.8 million) for the year ended December 31, This is primarily due to an increase in short term investments amounting to Rp 276 billion. -41-

312 Material Contractual Obligations and Contingent Liabilitiesof the Group as noted in Warrant Issuer financial report which ended on 31 December 2015 On September 24, 2004, PT Bakrie Swasakti Utama (BSU), a Subsidiary, and BAPPENAS signed an Agreement for the Build, Operate and Transfer (BOT) No. 4300/SES/09/2004 revoking the previous agreement No. 4973/WK/8/1995 and 950A/WK/2/1998. The agreements stipulate as follows: o The compensation which should be rendered by BSU to BAPPENAS in form of land approximately of 1.4 hectares located at Jatisari Village and Jati Sampurna Village, Bekasi City. The compensation rendered to BSU in respect with the construction of building on the Bappenas land at Jl. H.R Rasuna Said Kav. B2. o The amount to be paid to the Government during the operation period changed to become Rp million annually. o The BOT period is effective from January 1, 2005 to December 31, On October 21, 2014, PT Rasuna Residence Development (RRD) signed an agreement "Franchise Agreement" with PT Archipelago International Indonesia for the operational management of Hotel/Apartment Aston located in Tower 3 and Tower 4 at Taman Rasuna Apartment complex. The agreement is valid for 3 years from January 1, 2015 and can be extended automatically. On February 2012, PT Graha Multi Insani (GMI) signed a management agreement with PT Archipelago International Indonesia for the operational management of Hotel Neo+ Awana located in Yogyakarta. The agreement is valid for 10 years. On April 1, 2015, GMI was authorized and appointed by PT Rasuna Residence Development as Owner Representative to perform management functions. On July 2008, the Share Issuer and PT Aston International Indonesia entered into an agreement for operational management of the Hotel/Apartment Aston located in Bogor, West Java. The agreement is valid for 10 years from the formal opening of hotel and can be extended if agreed. On August 22, 1998, BSU, a subsidiary, entered into an agreement with Dinas Olahraga DKI Jakarta concerning the operation of Gelanggang Olahraga Mahasiswa Soemantri Brodjonegoro & Plaza Festival (GMSB), under which BSU is obligated to support the sports founding program for students of DKI Jakarta by conducting the inter-students sport competition with an annual budget of Rp 300 million or by paying cash of Rp 300 million annually to Dinas Olahraga DKI Jakarta. The agreement was further transferred by BSU to PT Bakrie Pesona Rasuna, another subsidiary. On February 6, 2008, based on joint ventures agreements No. DIRUT/089/97/II/2008 (for Perumnas) and No. 010A/Perj-Kerjasama/BLD-Perumnas/II/2008 (for the Company), Perumnas and the Company entered into a Joint Ventures development and marketing Rusunami (KSU agreement) on Perumnas property, in accordance with the planning and development of Pulogebang Region and Sentra Primer Baru Timur under the name of KSO Perum Perumnas - PT Bakrie Pangripta Loka (KSO PP-BPLK). The Company had appointed PT Bakrie Pangripta Loka (BPLK), a subsidiary, to change the Company's position in running the Joint Ventures with Perumnas and has been approved by Perumnas on April 8, Income or losses from operations will be distributed between both parties with a percentage of 51% for BPLK and 49% for Perumnas. The agreement period is 36 months and can be extended with the approval of both parties. -42-

313 On May 24, 2011, Perumnas and the Company entered into a Joint Venture based on No. DIRUT/304/97/V/2011 (for Perumnas) and No. 003/KSU/BLD-Perumnas/V/2011 (for the Company). Perumnas and the Company entered into a Joint Venture for the development and marketing of commercial and residential buildings in the area of HPL No. 2/1997 Pulogebang and Sentra Primer Baru Timur (SPBT) East Jakarta with an area of 31 hectares. The agreement has been extended several times, most recently by Amendment III of Joint Operation Agreement, dated September 17, 2014 between Perumnas and BPLK No. DIRUT/0913/10/IX/2014 (for Perumnas) and No.0139L/BPLK-DIR/05/ ADDIII-PKS/IX/2014 (for BPLK). The agreement is valid for 3 years until May 23, Based on a conditional Shares Sales and Purchase Agreement dated December 8, 2014, PT Bakrie Nirwana Semesta (BNS), a subsdiary, agreed to transfer 1,249 shares (99.92% ownership) of PT Nirwana Legian Hotel (NLH) to PT Brawijaya Agung Lestari (BAL) for the amount of Rp 1.25 billion. On March 5, 2015, BNS, cancelled the conditional Shares Sales and Purchase of shares in NLH with BAL. On March 5, 2015, PT Bakrie Nirwana Semesta (BNS), a Subsidiary, entered into a Shares Sale and Purchase Agreement of PT Samudra Asia Nasional (SAN) and PT Nirwana Legian Hotel (NLH) with PT Mitra Maju Sukses for the amount of Rp 3.60 billion. Based on a transaction settlement agreement as notarized by Notarial Deed No. 40 of Elizabeth Karina Leonita, S.H., M.Kn., dated October 14, 2014, the Share Issuer and PT Sentul City Tbk. (SC) agreed to transfer 15% share ownership owned by the Share Issuer in PT Bukit Jonggol Asri (BJA) to SC for Rp 700 billion. Payment of Rp 300 billion will be used by the Share Issuer to purchase 60% share ownership owned by BJA in PT Jungleland Asia (JLA). 20% share ownership owned by GAP in BJA will be transferredto PT Gili Tirta Anugrah for Rp 800 billion by way of issuing a Debt Letter. Based on a transaction settlement agreement as notarized by Notarial Deed No. 45 of Elizabeth Karina Leonita, S.H., M.Kn., dated October 14, 2014, the Share Issuer has a receivable from PT Gili Tirta Anugrah (GTA) amounting to Rp 800 billion which will be settled with the transfer of a piece of land with an area of 500 hectares. Based on Notarial Deed No. 8 of Yunita Permatasari, S.H., dated September 26, 2014, PT Wijaya Karya Bangunan Gedung and PT Mutiara Masyhur Sejahtera (MMS), a subsidiary, entered into a Joint Operation Agreement for Investment, Development and Construction Property and facilities on land owned by MMS, under the name of KSO Wika Gedung-Kahuripan Nirwana. Income or losses from operations will be distributed between both parties with a percentage of 40% for MMS and 60% for WKBG. The agreement period is 36 months for construction deadline. On September 26, 2014, PT Wijaya Karya (Persero) Tbk. (WIKA) and PT Mutiara Masyhur Sejahtera (MMS), a subsidiary, signed an agreement on Notary of Yunita Permatasari S.H. No. 8 dated September 26, 2014, in connection with investment, development and property development and its facilities in Jalan Kahuripan Raya, Lot 23, 25 and 27, Sidoarjo, East Java. Based on a Sales and Purchase Agreement dated June 3, 2015 between PT Brawijaya Agung Lestari (BAL) and BSU, a subsidiary, agreed to sale of 24 units in Aston Rasuna with an area of 1, sqm located Menteng Atas Village, Setiabudi District, South Jakarta to BAL with a selling price of Rp billion. On September 21, 2015, BSU, a subsidiary, signed a Deed of Land Sale and Purchase Agreement with PT Berkat Berlian Internasional (BBI), as notarized by Notarial Deed No. 117 and No. 120 dated September 21, 2015 of Stephanie Wilamarta, S.H., for an area of 3,572 sqm and 2,791 sqm located in Menteng Atas Village, Setiabudi District, South Jakarta to BBI for a total value of Rp billion. BBI and BSU, a subsidiary, -43-

314 signed a Receivables Transfer Agreement (Cessie) in connection with the receivable for the sale of therp billion to PT Graha Multi Insani (GMI), a Subsidiary. On September 7, 2015 PT Permata Sakti Mandiri (PSM) and BSU, a subsidiary, signed a Debt and Receivables Agreement which will be converted into shares ownership in PSM. The agreement relates to a loan that was provided by BSU to PSM amounting to Rp 45 billion for a period of 5 years starting from the signing date of the agreement and the interest is accordance with Bank Indonesia s rate. On September 4, 2015 PT Bintang Bangsa Mandiri (BBM) and BSU, a subsidiary, signed a Debt and Receivables Agreement which will be converted into shares ownership. The agreement discusses loan that was provided by BSU to BBM amounted to Rp 40 billion for a period of 5 years starting from the signing date of the agreement and the interest is accordance with Bank Indonesia s Rate. On December 7, 2015, PT Provices Indonesia (PVI), a Subsidiary, and Pusat Pengelolaan Komplek Gelora Bung Karno (PPKGBK) signed a management agreement appointing PVI as parking management in an area located in Pintu Satu Senayan Street, South Jakarta. This agreement will be due within 3 years and revenue of about Rp 1.49 billion each month from the parking area will be distributed in the proportion of 40% to PVI and 60% to PPKGBK.PVI has to paya security deposit to PPKGBK of Rp 2.99 billion. On December 31, 2015, PVI, a subsidiary, signed a Building s Management Cooperation Agreement of BUMN Ministry with Pejabat Pembuat Komitmen 2 (PPK) BUMN Ministrybased on agreement No. PERJ- 86/PPK2.MBU/2015 for the provision of building maintenance services, cleaning services and mechanical services. This agreement is for 1 year. The type of contract is a combination contract (lumpsum) amounting to Rp 10,44 billion and PVI has paid security deposit of Rp million. On April 13, 2015, GMI, a Subsidiary and Perkumpulan Lyceum Kristen entered into Agreements for the waiver of Landrights, whereby Perkumpulan Lyceum Kristen intends to hand over its landrights located in Bandung, West Java measuring 28,034 sqm, to GMI at a price of Rp billion that will be paid by PT Bakrie Swasakti Utama (BSU), a Subsidiary, in 2 phases. Based on Notarial Deed of Stephanie Wilamarta, S.H., No. 32, dated April 7, 2016, MMS, a Subsidiary, obtained Working Capital Facility and Credit Facility Fixed On Demand from PT Bank Mayapada International Tbk., (Mayapada) with credit ceiling of Rp 326 billion. This loan facility will be due on April 18, 2017 and bears annual interest at a rate of 15%. This loan secured by several lands with building-use rights owned by MMS. Based on Notarial Deed of R. Suryaman Budi Prasetiyanto, S.H., M.Kn., No. 7, dated June 13, 2016, MMS, a subsidiary obtained an Investment Credit Facility from PT Bank Capital Indonesia., (BCI) with a credit ceiling of Rp 150 billion. This loan facility will be due on June 20, 2021 and bears annual interest of 15%. This loan secured by several lands that are being developed. Contingent Liabilities There is a lawsuit underan unlawful action provision for land ownership of 5,360 sqm to PT Bakrie Pangripta Loka (BPLK), a subsidiary, which is submitted by Mr. Munadi (Plaintiffs) in East Jakarta District Court t based on the lawsuit dated October 10, 2013 with case registration No.389/Pdt.G/2013/PN.Jkt.Tim. BPLK, a subsidiary, through its legal counsel has submitted a statement of appeal against the decision of the East Jakarta District Court, based on deed appeal dated July 7, A further board of judge in the Jakarta High Court has rejected the appeal application under their decision No 623 /PDT/2015/PT.DKI. In relation to the High Court decision, BPLK submit a casation pursuant to deed of casation application dated 12 February

315 Market Risks The Company is exposed to market risks, in particular, interest rate risk, foreign exchange rate risk, commodity price risk and stock price risk. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company s exposure to the risk of changes in market interest rates relates primarily to the Group s short-term and long-term bank loans with floating interest rates. The Group are financed through interest-bearing bank loans. Therefore, the Group s exposures to market risk for changes in interest rates relate primarily to their short-term and long-term bank loans. The Group s policies are to obtain the most favorable interest rates available without increasing their foreign currency exposure by managing their interest cost. The Group reduces interest rate risk by managing revenues mainly from bank accounts, time deposits and payments mainly for interest expense, scheduling short-term and long-term bank loans. As of December 31, 2015, if loan interest rates increase or decrease by 5% compared to loan interest rate on December 31, 2015 (assuming all other variables remain unchanged), the loss before provision for tax benefit (expenses) of the Group for the year ended December 31, 2015 will decrease or increase, respectively, by approximately Rp billion. Foreign Exchange Rate Risk Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The influence of the risk of changes in foreign currency rates primarily from restricted funds, short-term bank loans and bonds payable which mainly denominated in United States Dollar. The Group exposure to exchange rate fluctuations mainly come from the exchange rate between United States dollar and Rupiah. The significant portion of the foreign exchange risk is contributed by United States Dollar denominated short-term and long-term loans. The Group closely monitor the foreign exchange rate fluctuations and market expectations so it can take necessary actions benefited most to Group in due time. The Group management currently does not consider the necessity to enter into any currency forward/swaps. Commodity Price Risk The Group exposure to commodity price risk relates primarily to the purchase of major building materials, such as iron, steel, paint and cement. Before this happens, the Group enters into contracts with their suppliers that bind them to a fixed price, quantity and period of delivery based on the needs of the Group. The Group s policy is to minimize the risks arising from the fluctuations in commodity prices by maintaining the stability level of development costs. Stock Price Risk -45-

316 Stock price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the stock market. The Group manages market risk by regularly evaluating the financial performance and always monitor the development of the global market. Credit Risk Credit risk is the risk that the Group will incur a loss arising from the customer, client or other party who failed to meet their contractual obligations. There is no significant concentration of credit risk. The Group manage and control credit risk by setting limits of acceptable risk for customers and monitor the exposure associated with these restrictions. The Group conduct business relationships only with recognized and credible third parties. Group have a policy to go through customer credit verification procedures. In addition, the amount of receivables are monitored continuously to reduce the risk for loss for impairment of trade receivables. The Group minimize their credit risk on trade receivables from property buyers by imposing penalties on late payments and fines on cancellation of sale and no handovers of units if receivable is not yet fully paid in order for the Group to resale such units, therefore the Group can resell the properties by claimed of the loss of sale those properties. Credit risk exposure on trade receivables from tenants is minimized by requiring the tenants to pay rent in advance prior to the effectivity of the lease term and lease deposit, for 3 months in the form of cash or bank guarantee. Liquidity Risk Liquidity risk is a risk arising when the cash flows position of the Group not enough to cover the liabilities which become due. Liquidity needs of the Group arised from the need to finance investment and capital expenditures relating to expansion of business property and property related infrastructure. Where this business requires substantial financial support mainly to accelerate the development of existing areas and expand the area of development and supporting infrastructure. In the norm, in managing liquidity risk, the Group monitor and maintain levels of cash and cash equivalents deemed adequate to finance the operations of the Group and to overcome the impact of fluctuations in cash flows. The Group also regularly evaluate cash flows projections and actual cash flows, including the schedule of maturing longterm debt, and continue to examine the condition of financial markets to take a fundraising initiative. These activities may include bank loans, issuance of debt or equity issuance in the capital market. -46-

317 BUSINESS The following is a summary only of the principal terms of our other material indebtedness as of the date of this Exchange Offer Memorandum and does not purport to be complete. Reference should be made to our audited consolidated financial statements and the notes thereto included elsewhere in this Exchange Offer Memorandum for additional information with respect to our indebtedness. In 1984, the Bakrie Group through PT Catur Swasakti Utama (now called PT Bakrie Swasakti Utama, a subsidiary entity of Bakrieland), began the property business by building the Wisma Bakrie, Graha Kapital Building, and Taman Rasuna Apartments in Jakarta. In 1990, the Warrant Issuer was established under the name of PT Purilestari Indah Pratama in June The name of the Company was later changed to PT Elang Realty in December 1994, and then in 1997 became PT Bakrieland Development Tbk. In 1995, the Warrant Issuer conducted its Initial Public Offering at the Indonesia Stock Exchange (previously Jakarta Stock Exchange) amounting to 110,000,000 shares with nominal value of Rp500 per share and offering price of Rp625 per share, conducted on 30 October 1995.The Company performed a Limited Public Offering I of 1,050,000,000 ordinary shares in The Warrant Issuer also conducted a Limited Public Offering II of 4,200,000,000 ordinary shares in 2004 andof 14,000,000,000 ordinary shares in Through its subsidiary, the Issuer: BLD Investment Pte. Ltd., Equity-Linked Bonds worth USD 155,000,000 were issued in In the same year, the Warrant Issuer conducted a Limited Public Offering IV amounted to 19,959,885,695 Series B shares for the nominal value of Rp100 per share and for the offering price of Rp160 per share or worth Rp3,193,581,711,200 listed at the Indonesia Stock Exchange. GAP commenced its commercial operations in 1993 with its head office domiciled in Bogor. The Company commenced its business activities by managing the residence of Graha Bogor Indah, now referred to as Bogor Nirwana Residence (BNR) which is the largest integrated residential area in Bogor with the target of upper middle customers. In line with its developments, GAP began to expand to the business of developing and managing recreation/amusement parks. In the future, the Company plans on continuing to develop its recreational business, particularly in strategic locations. At present, the majority of all business units owned by GAP are located in BNR area, except for Jungleland located in Sentul. The business units owned by GAP are located in the BNR commercial area on 15 hectares of land, such as The Jungle Waterpark ( The Jungle ) and Aston Bogor Hotel & Resort and Jungle Festival ( Jungle Fest ). The GAP s recreational business activities in recreational parks and hotels are conducted by both GAP and its subsidiary PT Jungleland Asia. The recreational business activities directly performed by GAP include The Jungle, Jungle Fest and Aston Bogor Hotel and Resort. While the activities performed by PT Jungleland Asia include Jungleland Adventure Theme Park ( Jungleland ). GAP s property business has been conducted since 1993, including residential areas, both vertical and landed, located entirely in BNR. As a part of the restructuring of the Bond, GAP, commenced a strategic IPO and to enable the Group to settle the Bond through GAP shares. GAP registered its shares on the Indonesian Stock Exchange on 29 June The Warrant Issuer s ordinary shares currently trade on the IDX under the symbol ELTY and the Share Issuer s ordinary shares currently trade on the IDX under the symbol JGLE. -47-

318 Corporate structure Our current corporate structure is as follows: Competitive strength The Warrant Issuer is a well experienced property player in Indonesia with over three decades of experience in the property market since the early 80s. It is one of the leading property development companies with the largest recorded assets on the Indonesia Stock Exchange or IDX (Rp14.7 trillion as of 31st December 2015). It is also one of the leading property development companies with the highest recorded equity in the Indonesia Stock Exchange or IDX (Rp6.6 trillion as of 31st December 2015). The Warrant Issuer has amongst its assets: (i) a significant strategic & potential landbank that it intends to utilize for future projects. The landbank comprises land plots in varied locations throughout Indonesia, such as in Bogor, Sidoarjo and Lampung; (ii) the largest development area in Jakarta CBD (The total area of development 53.5 ha); and (iii) the largest development area in Bogor (The total area of development ±1,000 ha). -48-

319 The Warrant Issuer and owns several property developments which have, over the years, built up strong brandings and won awards. For example, in Jakarta, the Rasuna Epicentrum development comprises of residential, retail, hotel, and commercial properties and is a household name. Other well-known names in the Warrant Issuer s (and its subsidiaries) portfolio includes the Jungle series theme parks and the Bogor Nirwana Residence. The Jungle Waterpark received the Top Brand Award for Recreation Sports category, from the Marketing magazine and Frontier Consulting Group and the JungleLand received The International Award 2015 as the Best Family and Recreation Sites of the Year, from Pusat Rekor Indonesia (Indonesia s Records Center). Strategy Focus on quick yield and high return project (residential) The Group continues to focus on projects that generate high profitability and quick returns, such as its landed residential projects. By currently developing townships, such as the Bogor Nirwana Residence and Kahuripan Nirwana in Sidoarjo, the Group believes that their targets will be realized. One of the areas of the Group s focus is to maximize sizeable land reserves located in Sidoarjo and Bogor. In both locations, available land will be developed into integrated property projects that seamlessly blend residential, commercial and entertainment facilities and properties. In addition, the development of other projects such as apartments, hotels, water/theme parks and mid-scale residential realty in several major cities in Indonesia, will significantly contribute in brightening the Warrant Issuer s business prospects. Focus on middle to up segment market In addition to focusing on large-scale projects, such as in Bogor and Sidoarjo with a long-term development period, the Group continues to build medium- and small-scale projects tailored to specific target markets in several locations in Indonesia. Several projects which the Group has developed and will develop in order to realize the plan, include the development of apartments, condotels, townhouses in Yogyakarta, hotels and resorts in Lampung, Kalimantan and Bogor, and theme parks in East Java. Increase recurring business by expanding Jungleseries brand theme park in several cities Through the Share Issuer and its Jungle brand, which has gained popularity through the public, the Group plans to expand its waterpark/theme park businesses in several locations throughout Indonesia. Apart from its waterparks/theme parks, several hotel projects in Sidoarjo, Malang and Bogor are also in the pipeline in a view to boost the portion of the Group s recurring income. The Group s plan to focus on developing water parks/theme parks under its Jungle Series brand, which have gained popularity and earned a string of awards and is considered to be an appropriate step forward. The Group plans to develop water/theme parks along with the supporting facilities in several regions throughout Indonesia. Financial restructuring (debt reduction) The Group is putting in place restructuring plans to enable the Warrant Issuer to manage its liabilities in order to maximize and realise the potential of the business and assets of the Warrant Issuer. Expedite asset monetization by strategic partnership In an effort to accelerate the development of sizeable land bank owned by the Group, such as those located in Bogor and Sidoarjo, the Group shall look into possible partnerships with other developers or third parties. Partnerships can be in the form of investment, operational cooperation or other arrangements profitable to both parties. -49-

320 In addition to drawing from its internal strengths, to accelerate project development, the Group will also foster partnerships with other parties including property developers. This synergy will generate positive impact which will further enhance operating efficiencies. Furthermore, ongoing organizational consolidation will help Management to considerably improve the Group s performance, primarily in terms of human resource development. Principal Subsidiaries and products The Group s principal subsidiaries and their principal products include the following: PT Bakrie Swasakti Utama o Rasuna Epicentrum- a super block in Central Business District, Jakarta with development area 53.5 Ha. The products are: The Grove Suites is 5-star hotel manages by Aston. The Grove Condominium is premium condominium with concept of Sanctuary in Capital. The Grove has 2 signature towers, Masterpiece & Empyreal. The Wave is a condominium & condotel complex with three towers (sand, coral, ocean) designed for the middle-class segment through the spirit for a better living greeneration concept. Bakrie Tower is a strata office building located in Rasuna Epicentrum Jakarta. It stands 47 floors high at a height of 215 m and with 41,407 m2 of saleable area. The building has earned the OHSAS18001:2007 and ISO 9001:2008 certification. Epiwalk Office Suites a four-store y office building located within Epiwalk Rasuna Epicentrum, a lifestyle and entertainment center. This semi-outdoor office building was uniquely designed to blend entertainment and commercial areas to create an ideal working environment or professionals where residential properties and shopping centers are built within the vicinity of Jakarta s central business districts. Rasuna Office Park is office complex in Rasuna Epicentrum developed since Plaza Festival is a commercial area with lifestyle concept and youth centre within the same area of Gelanggang Olahraga Sumantri Brodjonegoro established in Plaza Festival is a form of Build Operate Transfer (BOT) cooperation between PT Bakrie Swasakti Utama and DKI Jakarta provincial government. Elite Club is a fitness center managed by BPR to provide a family-friendly facility through the sports and wellness concept Aston Rasuna at Epicentrum is hotel product and serviced apartment managed by Aston o Awana Hotel & Townhouse is located in the heart of Yogyakarta City, and has 296 room units. Started to operate since April 2015 with brand Neo+. o Indies Hotel is a 3star hotel with heritage concept Yogyakarta o Wisma Bakrie 1 & Wisma Bakrie 2 are office buildings in Jakarta Rasuna Epicentrum. Wisma Bakrie 2 is a form of Build Operate Transfer (BOT) cooperation between PT Bakrie Swasakti Utama and DKI Jakarta provincial government. PT Bakrie Pangripta Loka o Sentra Timur Superblok is an integrated mixed-use property development, located in East Jakarta, with the potential to expand its development to40 hectares. It is supported by an infrastructure that includes the -50-

321 Trans Jakarta bus route, Sentra Timur modern terminal and access to JORR (Jakarta Outer Ring Road) toll road. Sentra Timur is designed to become a new CBD in East Jakarta. PT Graha Andrasentra Propertindo o o o o o Bogor Nirwana Residence is an integrated residential estate in Bogor City for the upper-middle market segment. BNR s development areawill be expanded to over1,000 hectares and divided into 2 (two)sections, for residential and commercial purposes. Jungleland Adventure Theme Parkis located within Sentul Nirwana in Sentul City Bogorand it covers an area of 35 hectares, makingit the largest theme park in Indonesia with over 34 amusement rides and attractions. The Jungle Waterpark is a water recreational facility that combines edutainment family and natural land concept stretches across 4.3 hectares of land. The Jungle Water Adventure Park boasts a broad range of facilities including a leisure pool, wave pool, tower slides, giant aquarium, fountain futsal, lazy river, water activities area and unique bird park. The Jungle Water Adventure Park has continued to excel and consecutively earned the Top Brand Award, from Frontier Consulting Group from 2010 to Jungle Festival is an entertainment and leisure center built on 7.5 hectares of land, and incorporates a theme park, entertainment venue and culinary experience. Aston Bogor Hotel & Resort is afour-star hotel, managed by Aston International Hotel, Resorts and Residences, the Aston Bogor Hotel & Resort has 4 towers built on 3.9 hectares of land. PT Bakrie Nirwana Semesta o o Grand ELTY Krakatoa (GEK) is located within Krakatoa Nirwana Resort, which is a tourist destination that spreads across 350 hectares of land in Kalianda, South Lampung. GEK has 40 rooms and 36 villas, complemented with a beach restaurant, lounge and activity area, 2 swimming pools and 5 meeting rooms. Grand ELTY Singgasana (GES) is located in Tenggarong, which lies at the heart of the coal mining region of East Kalimantan, and is the second largest city after Samarinda. GES is the only hotel in Tenggarong that offers a breathtaking view of the Mahakam River, surrounded by lush tropical forests. It is operated through the Build, Operate and Transfer (BOT) partnership scheme with the Tenggarong local government. PT Bakrie Nirwana Realty o PT. BAKRIE NIRWANA REALTY (PT. BNR) is mainly involved in the development and management of properties, functioning as a developer overseeing all relevant activities. BNR how potential development totaling 325 hectares in the district and city of Bogor. The Company to date is still at the stage of development preparations. Several strategic measures have been made such as the acquisition of remaining land and its administrative process, and the search for a partner or third party to develop existing potential land. -51-

322 INDUSTRY During the year of 2016, Indonesia property industry showed a sluggish performance triggered by macro-economic growth has yet to fully recover. However, the property market is still projected to record satisfactory growth in the next few years. As reported in Colliers International: the occupancy rate of office sector in Jakarta central business district (CBD) declined 4% YoY while 5.8% YoY decline in outside CBD. The average rental rates continued downtrend over the last two years with 6.2% decline YoY for CBD area in 2016 Hotel sector in Jakarta area showed a decline performance with 1.3% YoY and 5.1% YoY for average occupancy rate average room rates respectively Apartment sector in Jakarta recorded varied performance related with location. Take up rate performance of strata apartment declined until 3% YoY especially in CBD area. In contrast, take up rate performance in nonprime area (particularly mid low market segment) recorded an increase 2.9% YoY. That was triggered by a stable and bigger market for buyer in mid-low segment as opposed to upper segment (characterized by investing buyer). Apartment s average asking price also showed a higher increase in Non-prime area compare to CBD area with 4.1% and 3.3% increase respectively The Bank Indonesia s survey for Residential Property Price Index (RPPI) showed a slower increase in 2016 with growth registered at 2.4% in 2016 compare to 4.5% in The benchmark interest rate, which was 7.5% at the start of the year was cut several times in 2016 and stood at 4.75% at the end of Inflation remained relatively high at 3.02% in December 2016 and Rupiah depreciation against the US Dollar improved slightly in The Share Issuer focuses on developing recreational parks supported by the surrounding property. At present, the recreational industry particularly for theme parks and water-parks represents a fast-growing industry in Indonesia. This is evidenced by the launching of new theme parks and water-parks in several large cities in Indonesia. The developers of theme parks or water-parks, in addition to developing those in cities lacking such facilities, have also developed other similar parks in cities already operating similar types of parks. This is made possible due to the fact that the market demand in particular cities is relatively high. In addition, developing theme parks or water-parks with different targeted segments/levels and/or with specific characteristics/unique at particular locations also opens up opportunities for the players in this industry to make expansion. -52-

323 MANAGEMENT The Management of the Warrant Issuer consists of the Board of Commissioner and the Board of Directors. The Board of Commissioner comprises the following members: Bambang Irawan Hendradi, President Commissioner Armansyah Yamin, Commissioner Kanaka Puradiredja, Independent Commissioner The Board of Directors comprises the following members: Ambono Janurianto, President Director & Chief Executive Officer Agus J. Alwie, Director & Chief Development Officer Marc Dressler, Independent Director -53-

324 The Management of the Share Issuer consists of the Board of Commissioner and the Board of Directors. The Board of Commissioner comprises the following members: Hamid Mundzir, President Commissioner Bambang Irawan Hendradi, Commissioner Lukman Purnomosidi, Independent Commissioner Dedy Saefudin, Independent Commissioner The Board of Directors comprises the following members: Ambono Janurianto, President Director Buce Yeef, Financial Director Adika Nuraga Bakrie, Business & Development Director Claudia Inkiriwang, Marketing & Operation Director Sony Mulyadi, Independent Director -54-