Abridged Prospectus

ABRIDGED PROSPECTUS

THE FINANCIAL SERVICES AUTHORITY (“FSA”) NEITHER GIVES ITS APPROVAL OR DISAPPROVAL ON THE SECURITIES, NOR DOES THE FSA CONFIRM THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THIS ABRIDGED PROSPECTUS. ANY STATEMENT CONTRARY TO BE THE ABOVE SHALL BE AGAINST THE LAW.

THIS ABRIDGED PROSPECTUS IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION. SHOULD THERE BE ANY DOUBT CONCERNING THE PROPER ACTIONS TO BE TAKEN, IT IS ADVISED TO CONSULT WITH THE COMPETENT PARTIES.

PT PP (PERSERO) TBK (THE “COMPANY”) IS FULLY RESPONSIBLE FOR THE ACCURACY OF ALL MATERIAL INFORMATION, FACTS, DATA, OR REPORTS AND THE TRUTHFULLNES OF OPINIONS PRESENTED IN THIS ABRIDGED PROSPECTUS.

PT PP (PERSERO) TBK Main Business Activities: Construction Services, Property, EPC Services, Pre-Cast, Equipment, Energy, Infrastructure and Investment

Domiciled in East Jakarta, Indonesia

Head Office: Plaza PP –Wisma Subiyanto Jl. Letjend. TB. Simatupang No. 57 Pasar Rebo – Jakarta 13760 Phone: 021-8403883 Facsimile: 021-8403890 Email: [email protected] Website: www.pt-pp.com

Has 4 (four) Operational Division Offices and 9 (nine) Branches

PUBLIC OFFERING TO RAISE ADDITIONAL CAPITAL WITH PREEMPTIVE RIGHTS I (“RIGHT ISSUE I”)

The Company has obtained the approval from the EGMS to issue a maximum of 1,776,311,645 (one billion seven hundred seventy six million three hundred eleven thousand six hundred forty five) new shares, having a nominal value of Rp100.- (one hundred Rupiah) per share (“Right Shares”). The estimated amount of proceeds to be received by the Company in this Right Issue I is approximately Rp4.411.764.446.855 (four trillion four hundred eleven billion seven hundred sixty four million four hundred forty six thousand eight hundred fifty five Rupiah). The Preemptive Right Exercise Price (“Exercise Price”) and Preemptive Right ratio shall be determined by the Company’s Board of Directors. The Company shall have the rights to change the provisions of the Preemptive Rights with due considerations to other circumstances and factors as deemed appropriate. The provisions concerning the issuance of Preemptive Rights in Right Issue I, including the Exercise Price and final amount of shares to be offered shall be announced in time.

All of the Preemptive Rights shares shall be issued from portfolio and shall be listed on the IDX with due considerations to the prevailing laws and regulations. The Right Shares shall have identical rights in all respect (including the right to receive dividends) and rank equally with the Company’s existing paid-up shares. Each fraction of Preemptive Right shall be rounded down.

The Company’s Shareholder, namely the Republic of Indonesia shall exercise its rights in this Right Issue I in accordance with its portion of ownership as stipulated in Law No. 14 of 2015 concerning the State Budget of 2016 Budget Year juncto Law no. 12 of 2016 concerning the Amendment of Law No. 14 of 2015 concerning the State Budget of 2016 Budget Year.

In the event that the Right Shares offered in this Right Issue I are not entirely subscribed by the public holders of Preemptive Rights, the remaining shall be allocated to other Preemptive Right Holders subscribing more than their rights as stated in the Preemptive Right Certificate of the Additional Shares Subscription Form proportionally based on the exercised rights. In the event that there are remaining Right Shares available subsequent to the said allocation of additional share subscriptions, then all of the remaining Right Shares must be subscribed by the Stand-by Buyer. The remaining Right Shares that must be subscribed by the said Stand-by Buyer shall not include the shares issued from the exercise of Preemptive Rights of the Controlling Shareholders in this Right Issue I.

THIS RIGHT ISSUE I SHALL BE EFFECTIVE UPON APPROVAL OF THE COMPANY'S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”), WHICH HAS CONVENED ON AUGUST 23, 2016, AND UPON RECEIPT OF EFFECTIVE STATEMENT FROM THE FSA.

THE PREEMPTIVE RIGHTS SHALL BE LISTED ON THE INDONESIA STOCK EXCHANGE (“IDX”). THE PREEMPTIVE RIGHTS ARE TRADABLE IN AND OUTSIDE OF IDX FOR A PERIOD OF NO LESS THAN 5 (FIVE) BUSINESS DAYS COMMENCING ON NOVEMBER 23, 2016, UP TO NOVEMBER 29, 2016. NEW SHARES FROM THE EXERCISE OF PREEMPTIVE RIGHTS SHALL BE LISTED ON THE INDONESIA STOCK EXCHANGE ON NOVEMBER 23, 2016. THE LAST DATE TO EXERCISE THE PREEMPTIVE RIGHTS SHALL BE NOVEMBER 29, 2016, PROVIDED THAT THE RIGHTS THAT ARE NOT EXERCISED UP TO SUCH DATE SHALL BE NO LONGER VALID.

IMPORTANT NOTICE TO SHAREHOLDERS

IN THE EVENT THAT THE MINORITY SHAREHOLDERS DO NOT EXERCISE THEIR RIGHTS TO SUBSCRIBE TO THE PREEMPTIVE RIGHTS SHARES OFFERED IN THIS RIGHT ISSUE I IN ACCORDANCE WITH THEIR RESPECTIVE PREEMPTIVE RIGHTS, THE PERCENTAGE OF OWNERSHIP OF SUCH MINORITY SHAREHOLDERS SHALL BE DILUTED BY A MAXIMUM OF 26.8% (TWENTY EIGHT POINT SIX PERCENT).

THE COMPANY'S MAIN RISK EXPOSURE IS MARKETING RISK.

THE COMPANY SHALL NOT ISSUE ANY COLLECTIVE SHARE CERTIFICATE IN THIS RIGHT ISSUE I, HOWEVER, THE NEW SHARES FROM THE EXERCISE OF PREEMPTIVE RIGHTS SHALL BE ELECTRONICALLY DISTRIBUTED AND ADMINISTERED IN THE COLLECTIVE DEPOSITORY OF PT KUSTODIAN SENTRAL EFEK INDONESIA.

STAND-BY BUYERS

To be determined

THE INVESTORS’ MAIN RISK EXPOSURE IS THE RISK OF PRICE AND LIQUIDITY OF THE COMPANY’S SHARES, WHICH SHALL BE AFFECTED BY THE CONDITION OF

THE INDONESIAN CAPITAL MARKET.

This Abridged Prospectus is issued in Jakarta on October 3, 2016.

INDICATIVE SCHEDULE

Date of Extraordinary General Meeting of : August 23, 2016 Distribution of Preemptive Right Certificate : November 22, 2016 Shareholders (EGMS) Effective Date of the Preemptive Rights : November 9, 2016 Share Listing Date on the Indonesia Stock : November 23, 2016 Registration Statement Exchange Last Recording Date to acquire Preemptive : November 21, 2016 Preemptive Rights Trading Period : November 23 - 29, 2016 Rights The Last Trading Date of Shares with Preemptive Rights Registration, Payment and : November 23 - 29, 2016 Preemptive Rights (Cum-Right) Exercise Period Regular Market and Negotiated Market : November 18, 2016 Right Shares Distribution Period : November 25 - December 1, 2016 Cash Market : November 21, 2016 Last Payment Date of Additional Shares : December 1, 2016 Subscription The First Trading Date of Shares without : Allotment Date : December 2, 2016 Preemptive Rights (Ex-Right) Regular Market and Negotiated Market November 21, 2016 Subscription Fund Refund Date : December 5, 2016 Cash Market : November 22, 2016

PT PP (Persero) Tbk (hereinafter referred to as “the Company” in this Prospectus) has filed the Registration Statement with respect to the Right Issue I in relation to the Issue of Preemptive Rights to the FSA by letter No. 363/EXT/PP/DU/2016 on Oktober 3, 2016, in accordance with the requirements set forth in the FSA Regulation No. 32/POJK.04/2015 dated December 22, 2015, concerning the Additional Capital of Public Companies with Preemptive Rights (“FSAR No. 32/2015”), and FSA Regulation No. 33/POJK.04/2015 dated December 16, 2015, concerning the Form and Content of Prospectus for Additional Capital of Public Companies with Preemptive Rights (“FSAR No. 33/2015”), which are the implementation of Law of the Republic of Indonesia No. 8 of 1995 concerning the Capital Market, State Gazette of the Republic of Indonesia No. 64 of 1995, Supplement No. 3608 (“Capital Market Law”) and its implementing regulations.

All the Capital Market Supporting Institutions and Professionals referred to in connection with this Right Issue I shall be fully responsible for the data presented in accordance with their functions and positions, in accordance with the provisions of the laws and regulations in the Capital Market as well as their respective code of ethics, norms and professional standards.

With respect to this Right Issue I, all parties, including affiliated parties, are prohibited from providing any information or issuing any statements whatsoever concerning data or matters that are not disclosed in this Prospectus without the Company's prior written approval.

The Capital Market Supporting Institutions and Professionals in this Right Issue I are not affiliated to the Company, whether directly or indirectly, within the meaning defined in the Capital Market Law.

In the event that the Right Shares offered in this Right Issue I are not entirely subscribed by the public holders of Preemptive Rights, the remaining shall be allocated to other Preemptive Right Holders subscribing more than their rights as stated in the Preemptive Right Certificate of the Additional Shares Subscription Form proportionally based on the exercised rights. In the event that there are remaining public portion shares available subsequent to the said allocation of additional share subscriptions, then all of the remaining public portion shares must be subscribed by the Stand-by Buyer, which shall be subsequently determined. The remaining Right Shares that must be subscribed by the said Stand-by Buyer shall not include the shares issued from the exercise of Preemptive Rights of the Controlling Shareholders in this Preemptive Rights I. The Right Shares shall have identical rights in all respect (including the right to receive dividends) and rank equally with the Company’s existing paid-up shares.

Pursuant to the FSAR No. 32/2015, in the event that the shareholders own the Preemptive Right Certificate (“PRC”) in a fraction form, the Company shall own and sell such fraction of shares and the proceeds of which shall be deposited in the Company's account.

THIS RIGHT ISSUE I IS NOT REGISTERED PURSUANT TO LAWS AND REGULATIONS OTHER THAN THOSE PREVAILING IN INDONESIA. SHOULD ANY PARTY OUTSIDE THE JURISDICTION OF INDONESIA OBTAIN THIS PROSPECTUS OR PRC, OR OTHER DOCUMENTS RELATED TO THIS RIGHT ISSUE I, SUCH DOCUMENTS ARE NOT INTENDED AS OFFERING DOCUMENTS TO PURCHASE ORDINARY REGISTERED SHARES RESULTING FROM THE EXERCISE OF PREEMPTIVE RIGHTS, UNLESS SUCH PURCHASE OR EXERCISE OF PREEMPTIVE RIGHTS ARE NOT IN CONTRATRY TO OR DO NOT CONSTITUTE A VIOLATION TO THE PREVAILING LAWS IN SUCH JURISDICTIONS.

THE PROSPECTUS IS ISSUED BASED ON THE PREVAILING LAWS AND/OR REGULATIONS IN INDONESIA. NO PART OF THIS DOCUMENT SHALL BE CONDSIDERED AS AN OFFERING TO SELL SECURITIES IN THE JURISDICTIONS PROHIBITING SUCH OFFERINGS. EVERY PARTY OUTSIDE THE JURISDICTION OF INDONESIA SHALL BE FULLY REPONSIBLE FOR THE COMPLIANCE WITH THE PREVAILING REGULATIONS IN SUCH JUSRISDICTION.

THE COMPANY HAS DISCLOSED ALL INFORMATION THAT IS REQUIRED TO BE KNOWN TO PUBLIC AND THERE IS NO OTHER INFORMATION THAT HAVE NOT BEEN DISCLOSED WHICH MAY OTHERWISE MISLEAD THE PUBLIC.

ADDITIONAL CAPITAL WITH PREEMPTIVE RIGHTS

The Company shall have the rights to change the provisions of the Preemptive Rights with due considerations to other circumstances and factors as deemed appropriate. The provisions concerning the issuance of Preemptive Rights in Right Issue I, including the Exercise Price and final amount of shares to be offered shall be announced in time.

The Preemptive Rights are tradable on or outside the IDX in accordance with FSAR No. 32/2015 for 5 (five) Exchange Days, commencing on November 23, 2016 up to November 29, 2016. The Right Shares shall be issued from portfolio and the Shares issued from the exercise of Preemptive Rights shall be listed on the IDX on November 23, 2016. The last Preemptive Rights exercise date shall be November 29, 2016, therefore Preemptive Rights that are not exercised up to such date shall be no longer valid. The Right Shares shall have identical rights in all respect (including the right to receive dividends) and rank equally with the Company’s existing paid-up shares. Each fraction of Preemptive Right shall be rounded down.

In the event that the Right Shares offered in this Right Issue I are not entirely subscribed by the public holders of Preemptive Rights, the remaining shall be allocated to other Preemptive Right Holders subscribing more than their rights as stated in the Preemptive Right Certificate of the Additional Shares Subscription Form proportionally based on the exercised rights. If, subsequent to the allocation of additional share subscription there are remaining public portion shares unsubscribed, then, pursuant to the Agreement on Implementing Agent and Share Administration Management in connection with the Right Issue I of PT PP (Persero) Tbk Agreement No. 38 dated August 23, 2016, drawn up before Fathiah Helmi, S.H., a Notary in Jakarta, by and between the Company and the SAB, the Stand-by Buyer shall be obligated to purchase the remaining Right Shares unsubscribed referred to above, whereby such remaining Rights Shares which the stand-by buyer shall be obligated to purchase shall exclude the shares resulting from the Majority Shareholder’s Preemptive Rights exercised in this Right Issue I.

The Company’s capital structure and shareholder compositions are as follows:

Nominal Value Rp100.00 per share Shareholders Share Rupiah % Authorized Capital 15,000,000,000 1,500,000,000,000 - A Series Dwiwarna Shares 2,469,642,760 246,964,276,000 51.00 - B Series Shares 2,372,793,740 237,279,374,000 49.00 Issued and Fully Paid-up Capital The State the Republic of Indonesia 2,469,642,760 246,964,276,000 51.00 - A Series Dwiwarna Shares - B Series Shares Public 2,372,793,740 237,279,374,000 49.00 - B Series Shares Total Issued and Fully Paid-up Capital 4,842,436,500 484,243,650,000 - A Series Dwiwarna Shares 2,469,642,760 246,964,276,000 51.00 - B Series Shares 2,372,793,740 237,279,374,000 49.00 Total Shares in Portfolio 10,157,563,500 1,015,756,350,000 100.00

WITHIN A PERIOD OF 12 (TWELVE) MONTHS FOLLOWING THE EFFECTIVENES OF THE REGISTRATION STATEMENT WITH RESPECT TO THIS RIGHT ISSUE I, THE COMPANY SHALL NOT ISSUE OR REGISTER ANY NEW SHARES OR OTHER SECURITIES CONVERTIBLE TO SHARES OTHER THAN THOSE OFFERED IN RIGHT ISSUE I.

Right Issue I

Type of Offering : Preemptive Rights Exercise Price : to be determined Conversion Ratio : to be determined Dilution of Ownership : 26.8% (twenty six point eight percent) Preemptive Rights Trading Period : November 23 - 29, 2016 Preemptive Rights Trading Period : November 24 - 29, 2016 Securities Listing Date on the Stock Exchange : November 21, 2016 Listing : Indonesia Stock Exchange

Assuming all of the Company's shareholders exercise their Preemptive Rights which they are entitled to in this Right Issue I, the Company’s capital structure subsequent to the Rights Issue I on a proforma basis shall be as follows:

Before Rights Issue I After Rights Issue I Nominal Value Rp.100,- per share Nominal Value Rp.100,- per share Shareholders Number of Number of Rupiah % Rupiah % Shares Shares Authorized Capital - A Series Dwiwarna Shares 1 100 1 100 - B Series Shares 14.999.999.999 1.499.999.999.900 14.999.999.999 1.499.999.999.900 15.000.000.000 1.500.000.000.000 15.000.000.000 1.500.000.000.000 Issued and Paid-up Capital A Series Dwiwarna Shares - Republic 100 0,00 100 0,00 of Indonesia 1 1 B Series Shares - Republic 51,00 3.375.561.750 337.556.175.000 51,00 2.469.642.759 246.964.275.900 of Indonesia - Public 2.372.793.740 237.279.374.000 49,00 3.243.186.394 324.318.639.400 49,00 Total Issued and 4.842.436.500 484.243.650.000 100,00 Paid-up Capital 6.618.748.144 661.874.814.400 100,0% Total Shares in 10.157.563.500 1.015.756.350.000 Portfolio 8.381.251.855 838.125.185.500

The Company’s Majority Shareholder, namely the Republic of Indonesia shall exercise its rights in this Right Issue I in accordance with its portion of ownership as stipulated in Law No. 14 of 2015 concerning the State Budget of 2016 Budget Year juncto Law no. 12 of 2016 concerning the Amendment of Law No. 14 of 2015 concerning the State Budget of 2016 Budget Year, which implementation shall be stipulated by a Government Regulation, which shall be issued prior to the Effective Statement from the Financial Services Authority.

USE OF PROCEEDS

Proceeds received by the Company from this Right Issue I (net of commission, cost, fees and other issuance cost) shall be used to finance projects, among others, development of industrial estates, port areas and construction of ports, toll roads, power plants, apartments and housing for Low Income Class (“LIC”) and to be used as the Company’s Working Capital.

INDEBTEDNESS

The following indebtedness is derived from the Company’s consolidated financial statements for the six-month period ended June 30, 2016, which have been audited by the Registered Public Accountant Firm Hertanto, Grace, Karunawan, which expressed an Unqualified Opinion on the financial statements as a whole.

As of June 30, 2016, the Company had a total liability of Rp15,032,071 million, consisting of current liabilities of Rp11,082,288 million and non- current liabilities of Rp3,949,783 million, as detailed below:

DESCRIPTION Total CURRENT LIABILITIES

Bank Loans - Short-term

Third Parties 316,110

Related Parties 1,576,175

Non-Bank Loans - Related Parties 911,695 Trade payables Third Parties 5,971,413

Related Parties 161,124

Taxes payable 54,598 Final Income Tax Payables 354,065 Unearned Revenue 8,446 Accrued Expenses 298,863 Current maturities of long-term liabilities Bank Loans 134,499

Medium Term Notes 330,000

Advances from Employers and Consumers 815,097

Lease Payables 18,507

Other Current Liabilities 131,696 Total Current Liabilities 11,082,288

NON-CURRENT LIABILITIES Post-employment benefit obligation 303 Long-Term Loans Third Parties 86,270 Related Parties 577,727 Long-term liabilities, net of current maturities Medium Term Notes 800,000

Advances from Employers and Consumers 1,024,489

Lease Payables 34,602

Bonds payable 998,918 Other Non-Current Liabilities 427,474 Total Non-Current Liabilities 3,949,783

Total Liabilities 15,032,071

KEY FINANCIAL HIGHLIGHTS

The Company’s key financial highlights presented below are derived from the Company’s audited financial statements for the statements of financial position as of (i) June 30, 2016, and statements of profit and loss for the six-month period ended June 30, 2016, and 2015, which are prepared and presented in accordance with the Financial Accounting Standards in Indonesia and are presented elsewhere in this Prospectus. The audited consolidated financial statements as of and for the periods then ended have been audited based on the auditing standards stipulated by the Indonesian Institute of Certified Public Accountant (Institut Akuntan Publik Indonesia, “IAPI”) by the Registered Public Accountant Firm Hertanto, Grace, Karunawan, an independent public accountant, which audit reports were signed by Bambang Karunawan, CPA, on August 5, 2016, with unqualified opinion.

The Company’s key financial highlights presented below are derived from the Company’s audited financial statements for the statements of financial position as of (i) December 31, 2015, and 2014, and statements of profit and loss for the years ended December 31, 2015, and 2014, which are prepared and presented in accordance with the Financial Accounting Standards in Indonesia and are presented elsewhere in this Prospectus. The audited consolidated financial statements as of and for the years then ended have been audited based on the standards of auditing established by the Indonesian Institute of Certified Public Accountants (Institut Akuntan Publik Indonesia, “IAPI”) by the Registered Public Accountant Firm Soejatna, Mulyana & Partners, an independent public accountant, which audit reports were signed by Drs. Sukarna Rusdjana, CA, CPA on February 29, 2016, with unqualified opinion.

STATEMENTS OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

(In millions of Rupiah) For the year ended For the six-month period ended DESCRIPTION December 31, June 30, 2014 2015 2015 2016 Revenue 12,427,371 14,217,373 5,221,447 6,472,196 Cost of Goods Sold (10,877,659) (12,210,412) (4,538,386) (5,565,689) Gross profit 1,549,712 2,006,961 683,061 906,507

Operating Expenses Personnel 201,678 287,556 139,498 156,104 General Administration 65,449 96,072 36,931 50,183 Depreciation 8,830 21,287 6,047 14,494 Marketing 5,323 4,882 2,940 2,869 Total Operating Expenses 281,280 409,797 185,416 223,650 Operating income 1,268,432 1,597,164 497,645 682,857

Other income (expenses) Other Income 38,371 121,459 31,013 56,334 Other Expenses (33,125) (61,119) (26,768) (18,634) Allowance for Impairment (81,255) (63,954) (27,918) (10,111) Financing Cost/Interest Expense (343,921) (372,987) (100,951) (104,286) Profit Share of Joint Ventures 71,024 66,925 9,972 32,647 Share in Associates’ Net Income 1,375 46 - - Income Before Income Tax 920,901 1,287,534 382,993 638,807

Income Tax Benefit (Expense) (In millions of Rupiah) For the year ended For the six-month period ended DESCRIPTION December 31, June 30, 2014 2015 2015 2016 Current Tax Final Tax (378,126) (434,762) (167,503) (223,619) Non-Final Tax (9,254) (7,209) (4,635) (4,779) Income Tax Benefit (Expense) (387,380) (441,971) (172,138) (228,398) Profit for the Year from Continuing Operations 533,521 845,563 210,855 410,409

Other Comprehensive Income Accounts That Will Not Be Reclassified To Profit (Loss) Gain on Fixed asset revaluation - 1,230,310 - 65,945 Remeasurement of (13,258) (1,377) (10,399) (3,727) Defined Benefit Pension Plan Income Tax Related to Accounts - (36,841) - (2,562) That Will Not Be Reclassified Total Other Comprehensive Income (13,258) 1,192,092 (10,399) 59,656 for the Year Total Profit (Loss) and Other 520,263 2,037,655 200,456 470,065 Comprehensive Income for the Year Income attributable to: Owner of parent entity 533,407 740,323 160,778 355,341 Non-controlling interest 114 105,240 50,077 55,068 533,521 845,563 210,855 410,409 Total Comprehensive Income (losses) attributable to: Owner of parent entity 520,148 1,932,415 150,378 414,997 Non-controlling interest 114 105,240 50,078 55,068 520,263 2,037,655 200,456 470,065

Basic Earnings per Share (in Rupiah): 110 153 33 73

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(In millions of Rupiah) As of December 31, As of June 30, DESCRIPTION 2014 2015 2016 ASSETS

CURRENT ASSETS Cash and Cash Equivalent 2,408,126 3,025,395 2,171,299 Short-Term Investments 202,500 276,900 228,050 Trade Receivables - Net Third Parties 1,898,034 2,427,628 3,551,786 Related Parties 402,130 499,742 522,005 Retention Receivables - Net Third Parties 528,792 723,273 799,510 Related Parties 278,473 457,204 487,489 Due from Customer - net Third Parties 3,125,387 2,599,743 2,541,656 Related Parties 1,011,576 2,121,579 2,134,432 Other receivables: Third Parties 25,852 247 53 Related Parties 1,762 3,640 1,653 Inventories 2,502,497 2,498,625 2,628,109 Advances from Joint Ventures 156,074 3,000 3,000 Advance 138,087 48,602 249,922 Prepaid Tax 462,184 467,772 326,555 Prepaid Expenses 329,627 259,322 509,410 Collaterals 6,231 17,864 20,683 Total Current Assets 13,477,332 15,430,536 16,175,612

NON-CURRENT ASSETS Other receivables: 787 787 787 (In millions of Rupiah) As of December 31, As of June 30, DESCRIPTION 2014 2015 2016 Land for Development 172,372 247,993 247,993 Investment in Associates 147,393 272,134 526,495 Other Long-term Investment 67,799 73,799 128,549 Investment Properties - net 2,876 113,376 113,376 Fixed Assets - Net 709,714 2,989,066 3,250,795 Intangible Assets 882 1,121 1,896 Total Non-Current Assets 1,101,823 3,698,276 4,269,891

Total Assets 14,579,155 19,128,812 20,445,503

LIABILITIES AND EQUITY

Current Liabilities Bank Loans - Short-term Third Parties 90,063 199,143 316,110 Related Parties 801,805 1,147,275 1,576,175 Non-Bank Loans - Related Parties 674,830 401,595 911,695 Trade payables Third Parties 6,472,632 7,245,562 5,971,413 Related Parties 106,094 239,615 161,124 Taxes payable 34,723 56,570 54,598 Final Income Tax Payables 220,289 291,212 354,065 Unearned Revenue 13,675 9,627 8,446 Accrued Expenses 333,077 324,088 298,863 Current maturities of long-term liabilities Bank Loans 10,218 66,879 134,499 Medium Term Notes - - 330,000 Advances from Employers and Consumers 622,849 697,645 815,097 Lease Payables 15,229 14,492 18,507 Other Current Liabilities 22,734 68,096 131,696 Total Current Liabilities 9,418,218 10,761,799 11,082,288

NON-CURRENT LIABILITIES Post-employment benefit obligation - 114 303 Long-Term Loans Third Parties 6,554 29,036 86,270 Related Parties 420,111 505,413 577,727 Long-term liabilities, net of current maturities Medium Term Notes 330,000 330,000 800,000 Advances from Employers and Consumers 830,417 911,780 1,024,489 Lease Payables 50,399 25,832 34,602 Bonds payable 698,318 998,636 998,918 Other Non-Current Liabilities 490,205 447,130 427,474 Total Non-Current Liabilities 2,826,004 3,247,941 3,949,783

Total Liabilities 12,244,222 14,009,740 15,032,071

EQUITY Equity attributable to: Owner of Parent Entity Issued and Paid-up Capital 484,244 484,244 484,244 Additional Paid-in Capital 462,018 431,845 431,845 Changes in Equity of Subsidiary Company - 255,864 255,864 Gain on Revaluation of Fixed Assets - 1,193,469 1,256,852 Remeasurement of Defined Benefit Pension Plan (29,323) (30,700) (34,427) Retained earnings Appropriated 883,538 1,306,832 1,900,351 Unappropriated 533,406 740,323 355,341 Total 2,333,883 4,381,877 4,650,070 Non-Controlling Interest 1,050 737,195 763,362

TOTAL EQUITY 2,334,933 5,119,072 5,413,432 (In millions of Rupiah) As of December 31, As of June 30, DESCRIPTION 2014 2015 2016

TOTAL LIABILITIES AND EQUITY 14,579,155 19,128,812 20,445,503

KEY FINANCIAL RATIOS

As of and for the year ended As of and for the six-month period DESCRIPTION December 31, ended June 30, 2014 2015 2015 2016 FINANCIAL PERFORMANCE RATIO Liquidity Ratio Cash ratio (%) 27.72 30.69 26.20 21.65 Quick ratio (%) 25.57 28.11 23.18 19.59 Current ratio (%) 143.10 143.38 165.26 145.96 Profitability Ratio Gross profit Margin (%) 12.47 14.12 13.08 14.01 Operating profit Margin (%) 10.21 11.23 9.53 10.55 Net Profit Margin (%) 4.29 5.95 4.04 6.34 Return on Assets (%) 3.96 5.02 2.82 4.15 Return on Equity (%) 30.05 31.68 17.63 25.04 Return on Investment (%) 9.08 9.53 6.74 8.05

SOLVENCY RATIOS Total Liabilities to Total Assets Ratio (%) 83.98 73.24 78.33 73.52 Debt to Equity Ratio (%) 524.39 273.68 361.54 277.68 Interest Bearing Debt to Equity Ratio (%) 132.66 133.92 103.95 106.85 Own Capital to Total Assets Ratio (%) 12.18 13.95 15.56 16.03 EBITDA to Interest Expense (%) 384.40 466.82 511.62 751.94

ACTIVITY RATIOS Inventory Turnover (days) 79 71 101 81 Collection Period (days) 91 105 137 151 Asset Turnover (x) 0.86 0.79 0.69 0.67

GROWTH RATIO Revenue (%) 6.62 14.40 13.44 23.95 Operating income (%) 16.89 25.92 32.12 37.22 Comprehensive Net Income (%) 22.18 291.66 34.23 134.50 Total Assets 17.64 31.21 5.48 6.88 Total Liabilities (%) 17.15 14.42 (1.62) 7.30 Equity (%) 20.28 119.24 42.69 5.75

FINANCIAL RATIOS REQUIRED BY LOAN AGREEMENTS OR OTHER LIABILITIES

The Company's Financial Ratio Requirement of Loan Agreements Ratios as of June 30, 2016 Minimum EBITDA to Interest Expense (%) 300% 751.94% Minimum Current Ratio 110% 145.96% Minimum DSCR 130% 188.00% Maximum Gearing Ratio 300% 106.85%

As of June 30, 2016, the Company has satisfied all the required financial ratios.

MANAGEMENT'S DISCUSSION AND ANALYSIS a. Revenue

Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015

The Company's revenue for the six-month period ended June 30, 2016, was Rp6,472,196 million. The revenue was generated from five segments, namely (i) construction service totaling Rp4,355,935 million (67.30%), (ii) EPC totaling Rp1,068,206 million (16.50%), (iii) property & realty totaling Rp992,805 million (15.34%), (iv) pre-cast totaling Rp21,536 million (0.33%), and (v) equipment totaling Rp33,714 million (0.52%).

The Company’s revenue has increased by 23.95% from Rp5,221,447 million for the six-month period ended June 30, 2015, to Rp6,472,196 million for the six-month period ended June 30, 2016. The increase was mainly due to an increase in revenue from the EPC segment by Rp811,568 million or 316.21%, combined with an increase in revenue from property and realty by Rp252,833 million or 34.17%.

The Company's revenue for the six-month period ended June 30, 2016, was contributed by, among others, PT GE Operation Indonesia totaling Rp929,339 million, PT Pelindo II (Persero) totaling Rp754,200 million, PT Kalla Inti Karsa totaling Rp103,350 million, Department of Transportation, Directorate General of Air Transportation, Airport Management Unit of Radin Inten II Airport Lampung, totaling Rp68,431 million.

Employer contributing more than 10% of the Company's revenue for the six-month period ended June 30, 2016, and June 30, 2015, was PT Pelindo II (Persero), which contributed Rp754,200 million and Rp1,167,067 million, respectively.

Year Ended December 31, 2015, compared to the Year Ended December 31, 2014

The Company's revenue for the year ended December 31, 2015, was Rp14,217,373 million. The revenue was generated from five segments, namely (i) construction service totaling Rp11,610,895 million (81.67%), (ii) EPC totaling Rp928,319 million (6.53%), (iii) property & realty totaling Rp1,572,504 million (11.06%), (iv) pre-cast totaling Rp33,4441 million (0.24%), and (v) equipment totaling Rp72,213 million (0.51%).

The Company’s revenue has increased by 14.40% from Rp12,427,371 million for the year ended December 31, 2014, to Rp14,217,373 million for the year ended December 31, 2015. The increase was mainly due to an increase in revenue from the construction service segment by Rp94,338 million or 316.21%, combined with an increase in revenue from the equipment segment by Rp42,874 million or 146.13%.

The Company’s revenue for the year ended December 31, 2015, was contributed by, among others, PT Duta Anggada Realty Tbk totaling Rp201,654 million, PT Kalla Inti Karsa totaling Rp124,828 million and PT Servo Lintas Raya totaling Rp258,439 million and PT Pelindo II (Persero) totaling Rp2,219,252 million.

Employer contributing more than 10% of the Company's revenue for the year ended December 31, 2015, and December 31, 2014, was PT Pelindo II (Persero), which contributed Rp2,219,252 million and Rp1,726,802 million, respectively. b. Cost of Goods Sold

Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015

The Company's Cost of Goods Sold for the six-month period ended June 30, 2015, was Rp5,565,689 million. The largest Cost of Goods Sold was contributed by the construction service segment, which contributed 70.37% to total Cost of Goods Sold. The Cost of Goods Sold margin to total sales was 85.99%.

The Company’s Cost of Goods Sold has increased by 22.64% from Rp4,538,386 million for the six-month period ended June 30, 2015, to Rp5,565,689 million for the six-month period ended June 30, 2016. The increase in Cost of Goods Sold was mainly contributed by the EPC segment, i.e. Rp682,885 million or 299.99%.

Year Ended December 31, 2015, compared to the Year Ended December 31, 2014

The Company's Cost of Goods Sold for the year ended December 31, 2015, was Rp12,210,412 million. The largest Cost of Goods Sold was contributed by the construction service segment, which contributed 84.90% to total Cost of Goods Sold. The Cost of Goods Sold margin to total sales was 85.88%.

The Company’s Cost of Goods Sold has increased by 12.25% from Rp10,877,659 million for the year ended December 31, 2014, to Rp12,210,412 million for the year ended December 31, 2015. The increase in Cost of Goods Sold was mainly contributed by the increase in construction service segment by Rp1,119,239 million or 12.10% and the property and realty segment by Rp513,330 million or 135.50%.

c. Gross profit

Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015

The Company’s gross profit has increased by 32.71% from Rp683,061 million for the six-month period ended June 30, 2015, to Rp906,507 million for the six-month period ended June 30, 2016.

The increase in gross profit was mainly due to the increase in the Company revenue, which was higher than the increase in Cost of Goods Sold. The Company's revenue for the six-month period ended June 30, 2016, has increased by 23.95% compared to the six-month period ended June 30, 2015, whereas Cost of Goods Sold for the six-month period ended June 30, 2016, has only increased by 22.64% compared to the six-month period ended June 30, 2015.

Year Ended December 31, 2015, compared to the Year Ended December 31, 2014

The Company’s gross profit has increased by 29.51% from Rp1,549,712 million for the year ended December 31, 2014, to Rp2,006,961 million for the year ended December 31, 2015.

The increase in gross profit was mainly due to the increase in the Company revenue, which was higher than the increase in Cost of Goods Sold. The Company's revenue for the year ended December 31, 2015, has increased by 14.40% compared to the year ended December 31, 2014, whereas Cost of Goods Sold for the year ended December 31, 2015, has only increased by 12.25% compared to the year ended December 31, 2014. d. Operating Expenses

Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015

The Company’s operating expenses for the six-month period ended June 30, 2016 have reached Rp223,650 million, with employee, general and administrative, depreciation and marketing expenses each contributing Rp156,104 million (69.80%), Rp50,183 million (22.44%), Rp14,494 million (6.48%) and Rp2,869 million (1,28%), respectively.

The Company’s operating expenses have increased by 20.62% from Rp185,417 million for the six-month period ended June 30, 2015, to Rp223,650 million for the six-month period ended June 30, 2016. The increase was mainly contributed by the increase in employee expenses by Rp16,606 million or 11.90%, combined with the increase in general expenses by Rp13,252 million or 35.88%.

Year Ended December 31, 2015, compared to the Year Ended December 31, 2014

The Company’s operating expenses for the year ended December 31, 2015, have reached Rp409,797 million, with employee, general and administrative, depreciation and marketing expenses each contributing Rp287,556 million (70.17%), Rp96,072 million (23.44%), Rp21,287 million (5.19%) and Rp4,882 million (1,19%), respectively.

The Company’s operating expenses have increased by 45.69% from Rp281,280 million for the year ended December 31, 2014, to Rp409,797 million for the year ended December 31, 2015. The increase was mainly contributed by the increase in employee expenses by Rp85,878 million or 42.58%, combined with the increase in general expenses by Rp30,622 million or 46.79%. e. Operating income

Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015

The Company’s operating income has increased by 37.22% from Rp497,645 million for the six-month period ended June 30, 2015, to Rp682,857 million for the six-month period ended June 30, 2016. The growth of operating income was affected by the increase in revenue from each business segment. The highest business development up to June 30, 2016, was contributed by the EPC segment, i.e. Rp811,569 million or 316.23%.

The Company’s profit margin has increased from 9.53% for the six-month period ended June 30, 2015, to 10.55% for the six-month period ended June 30, 2016.

Year Ended December 31, 2015, compared to the Year Ended December 31, 2014

The Company’s operating income has increased by 25.92% from Rp1,268,432 million for the year ended December 31, 2014, to Rp1,597,164 million for the year ended December 31, 2015. The growth of operating income was affected by the increase in revenue from each business segment. The highest business development up to December 31, 2015, was contributed by the Property and Realty segment, i.e. Rp927,079 million or 143.64%.

The Company’s profit margin has increased from 10.21% for the year ended December 31, 2014, to 11.23% for the year ended December 31, 2015. f. Income Before Income Tax

Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015

The Company’s income before income tax has increased by 66.79% from Rp382,993 million for the six-month period ended June 30, 2015, to Rp638,807 million for the six-month period ended June 30, 2016. The growth of income before income tax was affected by the successful increase of the Company's gross profit and the increase in operating income, while other expenses have decreased.

The Company’s profit before tax margin has increased from 7.33% for the six-month period ended June 30, 2015, to 9.87% for the six-month period ended June 30, 2016.

Year Ended December 31, 2015, compared to the Year Ended December 31, 2014

The Company’s income before income tax has increased by 39.81% from Rp920,901 million for the year ended December 31, 2014, to Rp1,287,534 million for the year ended December 31, 2015. The growth of income before income tax was affected by the successful increase of the Company's gross profit and the increase in operating income, while other expenses have decreased.

The Company’s profit before tax margin has increased from 7.41% for the year ended December 31, 2014, to 9.06% for the year ended December 31, 2015. g. Profit for the Year from Continuing Operations

Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015

The Company’s profit for the year from continuing operation has increased by 94.64% from Rp210,855 million for the six-month period ended June 30, 2015, to Rp410,409 million for the six-month period ended June 30, 2016. The increase of profit for the year from continuing operation incurred due to the increase in the Company's revenue that has higher compared to the increase in the Company's expenses.

The Company’s margin of profit for the year from continuing operation has increased from 4.04% for the six-month period ended June 30, 2015, to 6.34% for the six-month period ended June 30, 2016.

Year Ended December 31, 2015, compared to the Year Ended December 31, 2014

The Company’s profit for the year from continuing operation has increased by 58.94% from Rp533,521 million for the year ended December 31, 2014, to Rp845,563 million for the year ended December 31, 2015. The increase of profit for the year from continuing operation incurred due to the increase in the Company's revenue that has higher compared to the increase in the Company's expenses.

The Company’s margin of profit for the year from continuing operation has increased from 4.29% for the year ended December 31, 2014, to 5.95% for the year ended December 31, 2015. h. Asset Growth

As of June 30, 2016 compared to as of December 31, 2015

The Company’s total assets as of June 30, 2016, was Rp20,445,503 million, an increase of 6.88% compared to total assets as of December 31, 2015, of Rp19,128,812 million.

The Company's total current assets as of June 30, 2016, was Rp16,175,612 million, an increase of Rp745,077 million or 4.83% compared to total current assets as of December 31, 2015, of Rp15,430,535 million. The increase was due to the increase in new contracts acquired in the period ended June 30, 2016, totaling Rp14,093 billion. Whereas net trade receivables - third parties has increase by Rp1,041,294 million or 41.48%, combined with the increase in prepaid expenses by Rp250,088 million or 96.44%, consisting of marketing expenses, i.e. Indirect Expenses, Marketing Expenses, Provision Expenses and Insurance Expenses.

The Company's total non-current assets as of June 30, 2016, was Rp4,269,890 million, an increase of Rp571,614 million or 15.46% compared to total non-current assets as of December 31, 2015, of Rp3,698,276 million. The increase was mainly due to the increase in investment in associates by Rp254,361 million or 93.47% resulting from capital contribution to associates.

As of December 31, 2015 compared to as of December 31, 2014

The Company’s total assets as of December 31, 2015, was Rp19,128,812 million, an increase of 31.21% compared to total assets as of December 31, 2014, of Rp14,579,155 million.

The Company's total current assets as of December 31, 2015, was Rp15,430,535 million, an increase of Rp1,953,203 million or 14.49% compared to total current assets as of December 31, 2014, of Rp13,477,332 million. The increase was mainly due to the increase in due from customer - net - related parties by Rp711,425 million or 73.13%. The largest Due from Customer net-related parties was contributed by PT Prima Multi Terminal totaling Rp275,752 million.

The Company's total non-current assets as of December 31, 2015, was Rp3,698,276 million, an increase of Rp2,596,453 million or 235.65% compared to total non-current assets as of December 31, 2014, of Rp1,101,823 million. The increase was mainly due to the increase in investment in associates by Rp124,741 million or 72.36% resulting from capital contribution to associates. i. Liability Growth

As of June 30, 2016 compared to as of December 31, 2015

The Company’s total liabilities as of June 30, 2016, was Rp15,032,070 million, an increase of 7.30% compared to total liabilities as of December 31, 2015, of Rp14,009,740 million.

The Company's total non-current liabilities as of June 30, 2016, was Rp11,082,288 million, an increase of Rp320,488 million or 2.99% compared to total non-current liabilities as of December 31, 2015, of Rp10,761,780 million. The increase was due to additional Loans from Non-Bank Parties, i.e. a new loan from PT Sarana Multi Infrastruktur totaling Rp100,000 million and additional loan from Lembaga Pembiayaan Ekspor Indonesia totaling Rp410,100 or 102.11%.

The Company's total non-current liabilities as of June 30, 2016, was Rp3,949,783 million, an increase of Rp1,054,457 million or 36.42% compared to total non-current liabilities as of December 31, 2015, of Rp3,247,940 million. The increase was mainly due to the increase in Medium Term Notes by Rp470,000 million or 142.42%.

As of December 31, 2015 compared to as of December 31, 2014

The Company’s total liabilities as of December 31, 2015, was Rp14,009,740 million, an increase of 14.42% compared to total liabilities as of December 31, 2014, of Rp12,244,222 million.

The Company's total current liabilities as of December 31, 2015, was Rp10,761,780 million, an increase of Rp1,343,581 million or 14.27% compared to total non-current liabilities as of December 31, 2014, of Rp9,418,218 million. The increase was due to the increase in Advances from Employers and Customers by Rp14,093 billion as a result of new contracts acquired in the period ended June 30, 2016.

The Company's total non-current liabilities as of December 31, 2015, was Rp3,247,940 million, an increase of Rp421,936 million or 14.94% compared to total non-current liabilities as of December 31, 2014, of Rp2,826,004 million. The increase was mainly due to the increase in Bonds Payable by Rp300,317 million or 43.01%. j. Equity Growth

As of June 30, 2016 compared to as of December 31, 2015

The Company’s total equity as of June 30, 2016, was Rp5,413,432 million, an increase of 5.75% compared to total equity as of December 31, 2015, of Rp5,119,072 million.

The increase in equity was due to the increase in appropriated retained earnings by Rp593,519 million or 45.42% as a portion of prior year’s income was appropriated as the Company's retained earnings in accordance with the GMS resolution concerning the appropriation of use of the Company's net income for the year ended December 31, 2015, with the following net income distribution proportion: 20% for dividends, 75% for development reserves and 5% of appropriated reserves.

As of December 31, 2015 compared to as of December 31, 2014

The Company’s total equity as of December 31, 2015, was Rp5,119,072 million, an increase of 54.39% compared to total equity as of December 31, 2014, of Rp2,334,933 million.

The increase in equity was due to the increase in appropriated retained earnings by Rp423,294 million or 47.91% as a portion of prior year’s income was appropriated as the Company's retained earnings in accordance with the GMS resolution concerning the appropriation of use of the Company's net income for the year ended December 31, 2014, with the following net income distribution proportion: 20% for dividends, 75% for development reserves and 5% of appropriated reserves.

BUSINESS RISKS

As a State-Owned Enterprise that operates as a construction and investment company, the Company is not immune to the following risks: 1. Marketing risk, i.e. failure to achieve marketing targets; 2. Operational risk, such as delayed projects due to untimely payment of down payments and milestone payments. 3. Financial risks, such as the fluctuation in foreign exchange rate, inflation and the high amount of the bank’s interest rate due to negative cash flows. 4. HR risk, among others, the requirement for project personnel that is higher than those available; 5. Legal Risk, such as securing Building Construction Permit or Environmental Impact Analysis (AMDAL); 6. Social risk such as noise, air pollution, emission, Hazardous and Toxic Waste disposal and issues with the local community concerning limited project's working hours. 7. Technical risk, such as unpredictable land condition.

Risks Associated with Share Ownership In addition to the risks faced by the Company, the Company's business activities and industry, share ownership involves the following risks: 1. The conditions of Indonesian Capital Market may affect the price and liquidity of the Company’s shares. 2. The Company's share price may fluctuate. 3. Future sales of the Company's shares may affect the market price of such shares. 4. The ability of shareholders to participate in future private placements may be limited. 5. The buyers or shareholders may be subject to certain limitations concerning the rights of minority shareholders.

THE COMPANY’S MANAGEMENT HEREBY REPRESENTS THAT THE COMPANY HAS DISCLOSED ALL MATERIAL BUSINESS RISKS THAT ARE PREPARED IN ORDER OF SIGNIFICANCE OF SUCH RISKS TO THE COMPANY’S AND ITS SUBSIDIARIES’ BUSINESS ACTIVITIES AND FINANCIAL PERFORMANCE.

SIGNIFICANT EVENT SUBSEQUENT TO THE DATE OF INDEPENDENT AUDITOR'S REPORT

There are no significant events with material impact to the Company's financial condition and operating results, which occur subsequent to the date of the Independent Auditor's report, i.e. August 5, 2016, for the Company's and its Subsidiaries’ consolidated financial statements for the six-month period ended June 30, 2016, requiring disclosures in this Prospectus. The said consolidated financial statements were audited by the Registered Public Accountant Firm Hertanto, Grace, Karunawan based on the auditing standards stipulated by the Indonesian Institute of Certified Public Accountant, with unqualified opinion.

DESCRIPTION OF THE COMPANY

Brief History of the Company

The Company was established under the name of N.V. Pembangunan Perumahan based on the Notarial Deed drawn up by Raden Mr. Soewandi in Jakarta, No. 48 dated August 26, 1953, (Bank Industri Negara was subsequently merged into Bank Pembangunan Indonesia), and based on the Law No. 19 Government Regulation in Lieu of Law of 1960 was further merged into P.N. Pembangunan Perumahan, a State Company established by virtue of Government Regulation No. 63 of 1961 dated March 29, 1961, considering the Establishment of Perusahaan Negara Pembangunan Perumahan, which was announced in the State Gazette of the Republic of Indonesia No. 84/1961, Supplement to the State Gazette of the Republic of Indonesia No. 2218.

Furthermore, based on Government Regulation No. 39 of 1971 concerning the Transformation of Perusahaan Negara (PN) Pembangunan Perumahan into a Limited Liability Company (Persero), which was announced in the State Gazette of the Republic of Indonesia No. 50 of 1971, the form of Perusahaan Negara Pembangunan Perumahan was changed into a Limited Liability Company (Persero), and the Company was established by virtue of Deed of Limited Liability Company PT Pembangunan Perumahan No. 78 dated March 15, 1973, jo. Deed of Amendment No. 247 dated March 21, 1974, both of which were drawn up before Kartini Muljadi, S.H., a Notary in Jakarta, and was approved by the Minister of Justice of the Republic of Indonesia by virtue of Decree No. Y.A.5/105/2 dated March 30, 1974, registered in the District Court of Jakarta on April 3, 1974, under No. 1186 and 1187, and was announced in the State Gazette of the Republic of Indonesia No. 48 dated June 14, 1974, Supplement to the State Gazette of the Republic of Indonesia No. 249/1974 (“Deed of Establishment”).

PT PP Persero Tbk’s Articles of Association have been amended several times, and have been amended in its entirety to conform to the Capital Market and Financial Institution Supervisory Board Regulation, and the Company's name has been changed from “Perusahaan Perseroan (Persero) PT Pembangunan Perumahan” to “PT Pembangunan Perumahan (Persero) Tbk.” as stipulated in the Deed of Shareholder Circular Resolutions and Amendment to the Articles of Association of Perusahaan Perseroan (Persero) PT Pembangunan Perumahan Tbk, abbreviated as PT PP (Persero) Tbk. No. 02 dated January 5, 2010, drawn up before Imas Fatimah, S.H., M.Kn., a Notary in Jakarta, which was approved by the Minister of Law and Human Rights (“MoLHR”) of the Republic of Indonesia by virtue of Decree No. AHU- 00127.AH.01.02.Tahun 2010 dated January 5, 2010, and was registered in the Company Register under No. AHU-0000185.AH.01.09.Tahun 2010 dated January 5, 2010, and was announced in Supplement No. 82 to the State Gazette of the Republic of Indonesia No. 29752 dated October 12, 2010 (“Deed No. 02/2010”).

The latest amendments to PT PP Persero Tbk’s Articles of Association, commencing from the Shelf-Registration Public Offering of PP Shelf- Registered Bonds I Phase II of 2015 (“Public Offering of PP Shelf-Registered Bonds I Phase II”) are as stipulated in the following deeds: 1. Deed of Amendment to Articles of Association of Perusahaan Perseroan (Persero) PT Pembangunan Perumahan Tbk or abbreviated as PT PP (Persero) Tbk No. 25 dated May 21, 2015, drawn up before Mochamad Nova Faisal, S.H., M.Kn., a Notary in South Jakarta, which was received and recorded in the database of Legal Entity Administration System (“LEAS”) of the Ministry of Law and Human Rights of the Republic of Indonesia No. AHU-AH.01.03-0936938 dated June 4, 2015, and was registered in the Company Register under No. AHU- 3512783.AH.01.11.Tahun 2015 dated June 4, 2015, ("Deed No. 25/2015”); and 2. Deed of Resolutions of Extraordinary General Meeting of Shareholders of Perusahaan Perseroan (Persero) PT Pembangunan Perumahan Tbk or abbreviated as PT PP (Persero) Tbk No. 37 dated August 23, 2016, which was approved by the Minister of Law and Human Rights by virtue of Decree No. AHU-0016573.AH.01.02.TAHUN 2016 dated September 14, 2016, and received and recorded in the database of the Legal Entity Administration System under No. AHU-AH.01.03-0080065 dated September 14, 2016, and was registered in the Company Register under No. AHU-0107323.AH.01.11.TAHUN 2016 dated September 14, 2016, ("Deed No. 37/2016”). For 20 (twenty) years since the transformation into a limited liability company, the Company has diversified its office and realty business, therefore the Company's present business activities include construction service, realty and property. In 1998, during the prolonged crisis in Indonesia, the Company conducted a reorganization by downsizing the number of employees and entering financial restructuring. In a more streamlined and efficient form, the Company successfully maintained it business performance and improved its profitability.

In 2004, the Company implemented the EMBO (Employee Management Buy Out) Program, a program to sell the shares of the Republic of Indonesia (divestment) to be allocated for employee and management share ownership. The sale of shares through the EMBO program was conducted through a separate agreement between the shareholder and cooperative, which in this case represented the management and employees.

Subsequently, in 2009, the Company conducted an Initial Public offering through privatization of the Company through an IPO, and its shares were listed on February 9, 2010.

The Company’s Management Composition

Based on the Deed of Meeting Resolutions of PT PP (Persero) Tbk No. 59 dated April 29, 2016, drawn up before Ir. Nanette Cahyanie Handari Adi Warsito, S.H., a Notary in Jakarta, which was received and recorded in the database of Legal Entity Administration System of the Ministry of Law and Human Rights under No. AHU-AH.01.03-0046145 dated May 4, 2016, jo. Deed No. 37 dated August 23, 2016, drawn up before Fathiah Helmi, S.H., a Notary in Jakarta, which notification was received by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-AH.01.03-0080066 dated September 14, 2016, the compositions of PT PP (Persero) Tbk’s Board of Directors and Commissioners are as follows: Board of Commissioners President Commissioner/Independent Commissioner : Andi Gani Nena Wea, SH Independent Commissioner : Irjen. (Purn) Drs. Aryanto Sutadi, M.Sc. Commissioner : Letjend. (Purn) Sumardi Commissioner : Muhammad Khoerur Roziqin, SE., M.Sc. Commissioner : Ir. Hediyanto W. Husaini, MSCE, M. Si. Commissioner : Ir. Wismana Adi Suryabrata, MIA

Board of Directors: President Director : : Ir. Tumiyana, MBA (Unaffiliated) Director : Agus Purbianto, SE, AK, MM (Unaffiliated) Director : Ir. Lukman Hidayat (Unaffiliated) Director : Ir. M. Toha Fauzi, MT (Unaffiliated) Director : Ir. Abdul Haris Tatang, M.Sc. (Unaffiliated) Director : Ir. M. Aprindy, MT (Unaffiliated)

Description of Subsidiaries

Direct Last Capital No. Company Name Business Activities Status Ownership Contribution (%) SUBSIDIARIES 1. PT PP Properti 2013 Development, construction, and operation of Operating 99.90 a number of commercial buildings, hotels, apartments, offices, real estates, mall, trade centers, and other facilities. 2. PT PP Pracetak 2013 Construction and Pile Services Operating 99.99 3. PT PP Alat 2014 Lease of supporting heavy equipment for Operating 99.98 construction and formwork contractors 4. PP Energi 2016 Construction, electricity, power plants, Not yet 99.00 renewable energy and conversion energy. operating 5. PP Infrastruktur 2016 Construction, electricity, power plants, Not yet 99.00 renewable energy and conversion energy. operating ASSOCIATES 1. PT PP Taisei Indonesia 1998 Construction Service Operating 15.00 Construction 2. PT Citra Waspphutowa 2006 Toll Road Management Operating 12.50 3. PT Inpola Meka Energi 2008 Mini Hydro Power Plant Operating 38.25 4. PT Alam Inti Energi 2010 Geothermal Power Plant Not yet 30.00 operating 5. PT Muba Daya Pratama 2011 Gas Fired Power Plant Operating 49.00 6. PT Prima Multi Terminal 2014 Port Terminal Management Operating 25.00 7. PT Jasamarga Kualanamu Tol 2014 Toll Road Management Not yet 15.00 operating 8. PT Jasamarga Balikpapan 2016 Toll Road Management Not yet 15.00 Samarinda operating 9. PT Jasamarga Manado Bitung 2016 Toll Road Management Not yet 20.00 operating 10. PT Jasamarga Pandaan Malang 2016 Toll Road Management Not yet 35.00 operating 11. PT Sinergi Investasi Properti 2015 Service, general contractor and/or trade Not yet 20.00 operating

BUSINESS ACTIVITIES AND PROSPECTS

Overview

In carrying out its business, the Company has a vision to become a leading construction and investment company offering high added values to its stakeholders. The Company's missions are to provide construction services and make investments in order to generate added value to stakeholders, with the support of sound financial structure, efficiency and innovation, green program as one of its competitive advantages, with global reach and prosperous employees.

Pursuant to the Company's Articles of Association No. 2 dated January 5, 2010, the aims and objectives of the Company are to carry out business in construction industry, fabrication industry, leasing services, agency services, investment, agro-industry, Engineering, Procurement and Construction (“EPC”), trade, estate management, construction, engineering, information technology, tourism, hospitality, engineering and planning skill upgrade service to produce highly competitive quality products and/or services, and to generate profit in order to increase the Company's value through the implementation of principles of Limited Liability Companies.

As of the issuance of this Prospectus, the Company is engaged in the construction service business, including, Construction Services, Property, EPC, Pre-cast, Equipment, Energy, Infrastructure and investment; will continue to develop investment business activities in the energy, infrastructure and property sectors.

Competitive Advantages.

The Company believes that it possesses competitive advantages with its ability to offer superior and complete services. The Company's future business prospects are directly related to the combination of competitive advantages, among others, as follows: 1. A Leading SOE engaged in the construction sector; 2. Strong track records with extensive experience; 3. Operational area and network located across Indonesia; 4. Solid management and experienced employees; 5. High-quality and innovative products 6. Cost Structure efficiency; 7. Green Construction Concept.

Business Activities

Up to date, the business activities carried out by the Company are focused on 8 (eight) business pillars, namely, Construction, including Building and Infrastructure construction, Property and Realty, Pre-Cast, Equipment, Engineering, Procurement & Construction (EPC), Energy, Infrastructure and Investment. The Construction segment contributed the largest revenue, with a target growth rate of 30%. The Company undertakes construction of Multistory Buildings, Power Plants, Bridges, Roads and Ports. In the Property and Realty Segment, the Company undertakes the construction of Office Buildings, Apartments up to Trade Centers. In EPC, the Company provides Power Plant EPC Services to SOEs or Companies engaged in the Energy business. Meanwhile, in the Investment segment, the Company makes capital investment in Infrastructure and Power Plant projects. In the Pre-cast segment, the Company produces pile, girder and sheet pile. Whereas in the equipment segment, the Company leases construction equipment, among others, tower crane, excavator, dump track, crawler crane, scaffolding.

1. Construction Service The Company is engaged in the Public Construction Service, which main business activities include: Multistory Buildings, Roads and Bridges, Dams and Irrigation, Power Plants and EPC. The construction business not only contribute significant benefits to the public, it is creates history symbols for the State.

2. Property The Company, through its subsidiary, PT PP Property Tbk, is engaged in business development in Property and Realty by developing idle land and cooperating with strategic partners to create Property development business, such as: Apartments, Hotels, Offices, Malls, Trade Centers and Real Estate for sale and lease. PP Property has 3 (three) business units, Commercial, Residential and Hospitality. The Company has developed approximately 15 (fifteen) projects in the three type of developments, consisting of 7 (seven) residential projects, 6 (six) commercial projects, and 2 (two) hospitality projects.

3. Engineering Procurement & Construction (EPC) Business development in the EPC business is designed in a business model that considers market segment, competition strategies, value chain structures, revenue, capital, and growth strategy. The Company has prepared an EPC business road map, where the Company plans to develop its business by expanding the scope projects in the EPC business to include mining and oil and gas construction project in addition to Power Plant.

4. Investment The Company has developed strategies in the form of Investment activities in Infrastructure projects, namely 12.5% share ownership in PT CW, Joint Venture company in Depok - Antasari Toll Road and investment in the Gas Engine Power Plant and Gas Turbine Power Plant of Talang Duku with 60 MW capacity in South Sumatera through a capital contribution totaling 49% of the capital. Presently, one of the TM2500 Turbine with 21.5 MW capacity is operating, whereas other Turbine, i.e. LM2500 with 35.2 MW is in the commissioning stage.

5. Pre-cast Following its acquisition by the Company in 2013, PT PP Dirganeka’s name has been changed to PT PP Pracetak, and presently owns 2 (two) pre-cast plants in Cilegon, Banten, and Sadang, West Java. The pre-cast plant in Cilegon has contributed to the construction project of Kalibaru jetty and projects other than the Company’s projects. To increase revenue, PT PP Pracetak will spread its wings to Eastern Indonesia and operate at least 4 (four) pre-cast plants in Indonesia.

6. Equipment To support construction service, the Company acquired PT PP Prima Jasa Aldoua in June 2014, which name was changed to PP Peralatan Konstruksi (“PP Peralatan”). PP Peralatan is acquired to provide construction equipment leasing services and construction sub-contractor services. PP Peralatan leases heavy and light equipment, such as tower crane, excavator and scaffolding. Most of the construction equipment is leased to the Company to support construction work activities.

7. Energi In order to develop its business, the Company established PT PP Energi in August 2016. PP Energy is established to support the Company's business activities, particularly in the energy sector, among others: oil & gas, power plant, storage, pipeline, etc.

8. Infrastructure In order to develop its business, the Company established PT PP Infrastruktur in August 2016. PP Infrastruktur is established to support the Company’s business activities, particularly in the infrastructure industry, which is currently promoted by the Government, among others: Toll Road, Airport, Port, transportation, etc.

Marketing

The Company has proven its ability to grow and develop from year to year and to provide contribution to the state and nation in the form of various project implementation, both Government and Private Sector’s projects located across Indonesia.

In implementing its strategies to win tender, the Company utilizes information and previous tender experience and improve synergies with other companies. The Marketing division must selectively select the market in accordance with the Company's competitiveness. The Company gathers information on potential projects from information acquired from consultants, financial institutions, SOEs, Regional Governments, Central and Regional Investment Coordinating Board, as well as announcement from the mass media.

With the assistance of its Marketing Division, the Company continues to develop integrated marketing strategies which are focused on the achievement of project acquisition target. The Company's marketing strategies are implemented since the project design early stage, by implementing rigid supervision on the construction implementation and providing training on and improvement of work safety in the operational areas.

The Company's Marketing Division is supported by 4 (four) Operational Divisions (ODV), namely the Operation Division I in Medan, Operation Division II in Jakarta, Operation Division III in Surabaya and Operation Division IV in Makassar, and EPC Division in Jakarta. In handling a project, the existing ODV and EPC Division have the authorities to perform project calculation or estimation.

Presented below is the list of development of marketing contribution (contract value) of each of the Company's branch as of December 31, 201, 2012, 2013, 2014, 2015, and June 30, 2016.

(In millions of Rupiah) June 30, December 31, 2016 2015 2014 2013 2012 2011 Branch (Million % (Million % (Million % (Million % (Million % (Million % Rp) Rp) Rp) Rp) Rp) Rp) I 401,455 3 1,158,224 4 281,179 1 509,557 3 882,431 5 572,877 5 II 1,067,680 7 4,283,963 16 2,525,750 12 1,421,400 7 138,403 1 607,210 5 IX 0 0 1,160,804 4 1,073,518 5 376,670 2 449,323 2 260,253 2 Total ODV I 1,469,135 10 6,602,991 24 3,880,447 19 2,307,627 12 1,470,156 8 1,440,340 12 III 1,221,894 8 1,168,381 4 2,364,642 12 3,804,118 19 2,028,886 10 2,553,848 21 IV 78,457 1 2,365,341 9 2,978,611 15 2,521,722 13 1,915,962 10 1,497,356 12 Special Project 0 497,000 2 0 0 0 0 8,218,775 42 0 0 Total ODV II 1,300,351 9 4,030,722 15 5,343,253 26 6,325,840 32 12,163,623 62 4,051,205 33 V 832,591 6 1,893,902 7 3,676,419 18 2,289,298 12 2,204,817 11 1,287,210 10 VI 507,530 4 655,277 2 2,028,905 10 2,076,537 11 1,017,631 5 1,368,943 11 Total ODV III 1,340,121 10 2,549,179 9 5,705,324 28 4,365,835 23 3,222,448 16 2,656,153 21 VII 851,634 6 915,063 3 812,122 4 1,224,790 6 887,460 5 1,677,580 14 VIII 161,138 1 3,977,782 15 1,431,596 7 1,342,418 7 783,126 4 - - Total ODV IV 1,012,772 7 4,892,844 18 2,243,718 11 2,567,208 13 1,670,586 9 1,677,580 14 Overseas 0 0 86,770 0 0 0 0 0 0 0 - - Branch EPC 993,997 7 3,395,846 13 0 0 2,526,214 13 834,181 4 2,393,606 19 INV 5,700,000 40 1,930,276 7 654,022 3 0 0 0 0 0 0 Total 6,693,997 47 5,412,892 20 654,022 3 2,526,214 13 834,181 4 2,393,606 19 Subsidiaries: PP Properti 981,537 7 1,986,571 7 1,325,140 7 519,436 3 113,711 1 133,752 1 PP Pracetak 1,018,871 7 1,365,564 5 1,010,771 5 971,819 5 0 0 - - PP Alat 336,052 2 231,927 1 77,400 0 0 0 0 0 - - Total 2,336,460 16 3,584,062 13 2,413,311 12 1,491,255 8 113,711 1 133,752 1 Grand Total 14,152,835 100 27,072,690 100 20,240,075 100 19,583,978 100 19,474,705 100 12,353,635 100 Source: The Company

As of June 30, 2016, the construction sector marketing was contributed by ODV I totaling 10%, ODV II totaling 9%, ODV III totaling 10%, and ODV IV totaling 7% of the total contract value for the year.

Customer

The Company’s customers can be categorized into 3 (three) main groups, namely, the Government, SOE, and Private Sector. The following table presents the contribution of each sector from 2011 up to June 30, 2016.

Government SOE Private Sector Total Year (Million Rp) % (Million Rp) % (Million Rp) % (Million Rp) 2011 5,507 44.58% 2,910 23.56% 3,935 31.86% 12,352 2012 4,459 22.90% 10,259 52.68% 4,756 24.42% 19,474 2013 1,870 9.55% 6,868 35.07% 10,845 55.38% 19,583 2014 4,145 20.48% 3,675 18.16% 12,419 61.36% 20,239 2015 5,623 20.77% 11,469 42.36% 9,980 36.86% 27,072 June 30, 2016 766 5.42% 10,375 73.36% 3,001 21.22% 14,152

Supplier

The Company’s suppliers consist of financial suppliers, material suppliers, sub-contractors, labor suppliers and heavy equipment suppliers. a. Financial suppliers: since the financial crisis in the fourth quarter of 2008, the central bank tends to increase interest rate, and the Government policies continue to maintain growth at 6.2%, therefore, the real sectors must be immediately encouraged to obtain credit facilities from the banking sector, which is a more readily available option compared to waiting for the recovery of the capital sector, which is another alternative of financing sources. b. Material suppliers: facilitation from the banking sector will automatically facilitate supply of material, labor and heavy equipment available in the market. c. Sub-contractors: implementation of back to back payment, and are facilitated to increase partnership loan through the Company and banks.

The Company is not dependent on any specific supplier for civil works or Mechanical & Electrical (M&E) works.

Competition

In an increasingly competitive construction industry, there are approximately 90,000 companies that continue to compete in offering the best quality for their projects. Pursuant to the Law of Construction Services No. 11 of 2006, companies engaged in the construction business are divided by project value as described below:

No. Qualification Project Value

1 Grade 7 > Rp10 Billion 2 Grade 6 < Rp10 Billion 3 Grade 5 and below < Rp3 Billion

Based on the above classification, the Company is categorized as a Grade 7 company since the value of projects handled by the Company exceeds Rp10 billion.

The Company believes that the Company continues to offer its best performance. The Company consistently strives to offer the best quality by improving its competitiveness through technical and commercial skill upgrade. The Company also cooperates with foreign companies that have technological and commercial excellence, which renders the Company superior compared to other competitors.

Current competition trend is mainly triggered by companies with bigger funding that are able to enter into various large scale projects. In addition, with the growing competition in the construction industry, the Company also competes to offer the best quality and price.

BUSINESS PROSPECTS

Activities of the construction sector are one of the driving forces of economic development system, since provision of facilities and infrastructures will improve other economic sectors. Construction sector spending in Indonesia is expected to increase, in line with the government's plan to promote infrastructure development across Indonesia up to 2019. Based on data from BCI Asia, the 2016 construction market share is estimated to reach Rp658 trillion.

The construction sector is expected to provide fairly significant contribution to economic growth performance in 2016. In 2016, the construction sector is expected to grow by approximately 7%, mainly driven by the sustainability of infrastructure development acceleration that has started since 2015. Several infrastructure development acceleration projects that are expected to encourage the performance of construction sector are, among others, construction of 35 GW power plants for a period of 5 years (target 4.2 GW by 2016), construction of one million house for low income class (LIC) program, the construction and rehabilitation of dams and irrigation channels.

EQUITY

The following table presents the balance of the Company’s consolidated equity as of December 31, 2014, and 2015, as audited by the Registered Public Accountant Soejatna, Mulyana & Partners, whereas the Company's financial statements for the six-month period ended June 30, 2016, were audited by the Registered Public Accountant Firm Hertanto, Grace, Karunawan, which expressed an Unqualified Opinion on the financial statements as a whole.

December 31, June 30, DESCRIPTION 2014 2015 2016 EQUITY Equity attributable to: Owner of Parent Entity Issued and Paid-up Capital 484,244 484,244 484,244 Additional Paid-in Capital 462,018 431,845 431,845 Changes in Equity of Subsidiary Company - 255,864 255,864 Gain on Revaluation of Fixed Assets - 1,193,469 1,256,852 Remeasurement of Defined Benefit Pension Plan (29,323) (30,700) (34,427) Retained earnings Appropriated 883,538 1,306,832 1,900,350 Unappropriated 533,406 740,323 355,341 Total 2,333,883 4,381,877 4,650,069 Non-Controlling Interest 1,050 737,195 763,363

TOTAL EQUITY 2,334,933 5,119,072 5,413,432

DIVIDEND POLICY

The Company has a policy to distribute cash dividends to all of the Company's shareholders, with due consideration to the Company's financial position or soundness and without prejudice to the rights of the Company's General Meeting of Shareholders to determine such dividend distributions, which shall be determine in the Company's General Meeting of Shareholders.

Presented below are the descriptions of the Company's dividend payments for the 2011 up to 2015 fiscal year, which are paid on the following year.

Amount Paid Total cash dividend per Year Payout ratio Payment Date (billions of Rp) share (Rp) 2015 148.06 30.58 20% June 14, 2016 2014 106.39 21.97 20% June 17, 2015 2013 126.21 26.06 30% May 7, 2014 2012 92.90 19.19 30% June 10, 2013 2011 72.07 14.88 30% June 15, 2012

TAXATION

Prospective Preemptive Right Holders in this Right Issue I are expected to consult their respective tax consultants about the tax consequences that may arise from the purchase, possession and sale of Preemptive Rights acquired through this Right Issue I.

CAPITAL MARKET SUPPORTING INSTITUTIONS AND PROFESSIONALS

The Capital Market Supporting Institutions and Professionals participating in this Right Issue I are as follows:

Public Accountant : Registered Public Accountant Firm Hertanto Grace Karunawan Legal Consultant : Tumbuan & Partners Notary : Notary Office of Fathiah Helmi, S.H. Securities Administration : PT BSR Indonesia Bureau

TERMS OF THE COMPANY'S SHARE SUBSCRIPTION

The Company has appointed PT BSR Indonesia as the Company’s Shares Administration Management Agency and Rights Issue I Implementing Agent as stipulated in the Deed of the Company's Shares Administration Management and Implementing Agent.

1. Eligible Subscribers

The Shareholders whose names are recorded in the Company's SR as of November 17, 2016, shall be entitled to submit the Preemptive Right Share subscription with respect to this Right Issue I, provided that each holder of 100 (one hundred) existing share shall be entitled to ● (●) Preemptive Right, whereas every 1 (one) Preemptive Right shall be entitled to subscribe 1 (one) Preemptive Right Share at a nominal value of Rp[●] ([●] Rupiah) per share at an Exercise Price of Rp[●] ([●] Rupiah) per share.

Subscribers entitled to purchase new shares are: a. The holders of Preemptive Rights Certificates whose names are stated on the Preemptive Right Certificate or those who have legitimately acquired Preemptive Rights in accordance with the provisions of the prevailing laws and regulations; or b. The holders of Electronic Preemptive Rights registered in the Collective Depository at KSEI up the last date of the Preemptive Rights trading period.

The subscribers may consist of individuals, Indonesian and/or Foreign Citizen and/or Institutions and/or Legal Entities/Business Entities, whether Indonesian/Foreign as stipulated in the Capital Market Law and the implementing regulations thereof.

In order to facilitate the process and ensure the eligible shareholders registration schedule is met, the shareholders of the Company's shares in the form of certificates intending to exercise their rights to acquire Preemptive Rights and have not registered their transfer of share ownerships are advised to register at the Securities Administration Bureau before the final deadline for the registration of Shareholders, which shall be November 29, 2016.

2. Distribution of Preemptive Rights

For Shareholders whose shares are administered in the Collective Depository system at KSEI, the Preemptive Rights shall be distributed electronically to the Securities Accounts at KSEI through the Securities Accounts of the respective Members of the Stock Exchange or Custodian Banks at KSEI by no later than 1 (one) Exchange Day after the date of registration of shareholders entitled to Preemptive Rights in the SR, which shall be June 3, 2016. The Prospectuses and implementation guidelines shall be distributed by the Company through KSEI, which may be obtained by the Company's shareholders from their respective Members of Stock Exchange or Custodian Banks.

For shareholders whose shares are not administered in the Collective Depository at KSEI, the Company shall issue a Preemptive Right Certificate under the name of the shareholders, which may be obtained by the eligible shareholders or their representatives at the SAB on every business days during working hours starting from November 21, 2016 by presenting: a. A photocopy of valid personal identification (for individual shareholders) and a photocopy of the Articles of Association for (for legal entity/institutional shareholders) The Shareholders shall also be required to present the original of such photocopies.

The original copy of power of attorney (in the event of representative), supplemented with photocopies of other valid personal identification, both for the principal and the agent (the original copy of identifications of the principal and agent must be presented).

3. Preemptive Rights Exercise/Registration Procedures

Preemptive Rights may be exercised from November 23, 2016 until November 29, 2016. a. The holders of Preemptive Rights in the Collective Depository at KSEI intending to exercise their Preemptive Rights shall file a request to exercise such rights through the Members of the Stock Exchange/Custodian Banks appointed as their securities manager. Subsequently, Members of the Stock Exchange/Custodian Banks shall submit the exercise request or instruction through the Central Depository - Book Entry Settlement System (C-BEST) in accordance with the procedures stipulated by KSEI. In carrying out the exercise instruction, Members of the Stock Exchange/Custodian Banks must comply with the following provisions: i. Holders of Preemptive Rights shall provide the Preemptive Rights exercise fund upon submission of such request. ii. The adequacy of Preemptive Rights and payment fund to exercise the Preemptive Rights must be available at the Securities Accounts of the holders of Preemptive Rights exercising their rights.

On the next business day, KSEI shall submit the Preemptive Right Holder Register exercising their rights to the Collective Depository at KSEI and deposit the payment fund to exercise such Preemptive Rights to the Company's Bank Account.

New Shares from exercised Preemptive Rights shall be distributed by the Company/the Company's SAB electronically to the accounts determined by KSEI to be further distributed by KSEI to each security account of the respective Holders of Preemptive Rights who exercised their rights. New Shares from exercised Preemptive Rights shall be distributed by the Company/the Company's SAB by no later than 2 (two) business days from the receipt of such request to exercise by KSEI and after the payment funds are received in good funds at the Company's Bank Account. b. The holders of Preemptive Rights in the form of certificate/Preemptive Right Certificate intending to exercise their Preemptive Rights shall submit the request to exercise such Preemptive Rights to the Company's SAB, by submitting the following documents: i. The original copy of signed and complete Preemptive Right Certificate. ii. The original payment slip by way of transfer/book-entry settlement/giro/cheque/cash to the Company’s account from the bank where the payment is deposited. iii. Photocopy of valid Resident Card (KTP)/Passport/Temporary Stay Permit Card (KITAS) (for individual), or a photocopy of Articles of Association and supported by Board of Directors/Management composition (for Institution/Legal Entity). iv. The original copy of power of attorney (in the event of representative) with Rp6,000 (six thousand Rupiah) stamp duty, supplemented with photocopies of valid Resident Card (KTP)/Passport/Temporary Stay Permit Card (KITAS) of the Principal and Agent. v. In the event that the holders of the Preemptive Rights intend to have the New Shares from exercised Preemptive Rights in electronic form, the exercise request shall be submitted to the Company's SAB through the appointed Members of the Stock Exchange or Custodian Banks by submitting the following additional documents:  The original copy of power of attorney from the holders of the Preemptive Rights to the Members of the Stock Exchange or Custodian Banks to submit the request to exercise Preemptive Rights and undertake the securities management of shares from exercised Preemptive Rights at the Collective Depository at KSEI on behalf of the Principal.  The original copy of signed and complete Securities Deposit Form issued by KSEI. The Company shall issue the shares from exercised Preemptive Rights in the physical form of Collective Share Certificate (CSC) in the event that the holders of Preemptive Right Certificate do not intend to have their shares from exercised Preemptive Rights to be administered in the Collective Depository at KSEI. Each and every conversion cost pertaining to the transfer of the Company's shares from certificate to electronic form and/or vice versa from electronic form to certificate shall be entirely paid and borne by the concerned shareholders of the Company.

Registration to exercise Preemptive Rights Certificates shall be conducted at the office of the Company’s SAB’s during business days and working hours (Monday to Friday, 09.00 - 15.00 Western Indonesian Time).

In the event that the Preemptive Rights Certificates are not completed in accordance with the shares subscription guidelines/requirements stated on the Preemptive Right Certificate and in the Prospectus, the subscription may be rejected. Preemptive Rights shall be deemed exercised only when such payments have been proved to be in good funds in the Company's Bank Account in accordance with the requirements stipulated in the terms of subscription.

4. Additional Shares Subscription

Eligible Shareholders who do not sell their Preemptive Rights or buyers/holders of Preemptive Rights whose names are stated on the Preemptive Right Certificate, or the holders of Preemptive Rights in the Collective Depository at KSEI, may file additional shares subscription in addition to their existing rights by filling in the additional shares subscription column provided on the Preemptive Right Certificate or Additional Share Subscription Form in a sum of no less than 100 shares or any multiples thereof. a. Holders of Preemptive Rights in the form of certificate/Preemptive Right Certificate intending to have the New Shares from their allotment in electronic form shall file a request to the Company’s SAB through the Members of Stock Exchange/Custodian Bank by submitting the following documents: - The original copy of Additional Share Subscription Form (SSF) that has been filled in completely and correctly. - The original copy of the power of attorney from the Holders of Preemptive Rights to the Members of Stock Exchange or Custodian Banks to file the Additional New Shares Subscription requests and undertake the securities management of New Shares from allotment in the Collective Depository at KSEI and other authorizations which may have been given in relation to the subscription of Additional New Shares on behalf of the Principal. - Photocopy of valid Resident Card (KTP)/Passport/Temporary Stay Permit Card (KITAS) (for individual), or a photocopy of Articles of Association and supported by Board of Directors/Management composition (for Institution/Legal Entity). - The original payment slip by way of transfer/book-entry settlement/giro/cheque/cash to the Company’s account from the bank where the payment is deposited. - The original copy of Securities Deposit Form issued by KSEI, which has been filled in completely for the purpose of distributing shares from exercised preemptive rights by the SAB. b. Holders of Preemptive Rights in the form of certificate/Preemptive Right Certificate intending to have the New Shares from their allotment to remain in the physical form/certificates shall file a request to the Company’s SAB through the Members of Stock Exchange/Custodian Bank by submitting the following documents: - The original copy of Additional SSF that has been filled in completely and correctly. - Photocopy of valid Resident Card (KTP)/Passport/Temporary Stay Permit Card (KITAS) (for individual), or a photocopy of Articles of Association and supported by Board of Directors/Management composition (for Institution/Legal Entity). - The original copy of power of attorney (in the event of representative) with Rp6,000 (six thousand Rupiah) stamp duty, supplemented with photocopies of valid Resident Card (KTP)/Passport/Temporary Stay Permit Card (KITAS) of the Principal and Agent. - The original payment slip by way of transfer/book-entry settlement/giro/cheque/cash to the Company’s account from the bank where the payment is deposited. c. Holders of Preemptive Rights in the Collective Depository at KSEI shall fill in and submit the Additional SSF which have been distributed supplemented by the following documents: - The original copy of settled exercise instructions conducted in C-BEST according to the name of the concerned Holders of Preemptive Rights (only for holders of Preemptive Rights in the Collective Depository at KSEI who have exercised their rights on the C-BEST system). - The original copy of Securities Deposit Form issued by KSEI, which has been filled in completely for the purpose of distributing shares from exercised preemptive rights by the SAB. - The original payment slip by way of transfer/wire/giro/cheque/cash to the Company’s account from the bank where the payment is deposited.

Payment for such additional subscription shall be made and must be received in good funds in the Company's bank account by no later than Desember 1, 2016. Subscriptions that fail to meet the guidelines according to the terms of subscription may be rejected.

5. Allotment of Additional Shares Subscription in the Right Issue I

The allotment of additional shares subscription will be determined on Desember 2, 2016, subject to the following provisions: a. In the event that all subscribed shares, including additional shares subscription, do not exceed the total number of shares offered in this Right Issue I, then all subscription of additional shares shall be fulfilled; b. In the event that all subscribed shares, including additional shares subscription, exceed the total number of shares offered in this Right Issue I, then the subscribers placing additional shares subscriptions shall be subject to the allotment system in proportion to the additional subscription of Preemptive Rights exercised by each shareholder placing such additional share subscriptions.

6. Terms of Payment for Holders of Preemptive Right Certificates (Outside KSEI’s Collective Depository) and Additional New Shares Subscriptions

Payment of the shares subscriptions in relation to the Right Issue I which subscriptions are filed directly to the Company's SAB shall be paid in full and in good funds in Rupiah currency upon subscriptions, by way of cash/cheques/bilyet giro/book-entry settlement/transfer by stating the Preemptive Right Certificate Number or Additional SSF Number and such payments shall be transferred to the Company’s bank account (the “Company’s Bank”) stated below:

Bank ● Branch: Jl. [●] Account Number: A/C. [●] Under the name of: PT ●

All cheques and bank drafts received shall be immediately endorsed upon receipt. In the event that such cheques or bank drafts are dishonored by the drawing bank upon endorsement, the Right Shares subscriptions shall be considered void. In the event of payment by way of cheques/book-entry settlement/bilyet giro, then payment date shall be considered based on the date that such cheques/book-entry settlement/bilyet giro are received in good funds in the Company's bank account stated above.

For subscriptions of additional Right Shares, payments shall be made on the day of subscription, where such payments shall be received in good funds in the Company's bank account by no later than November 29, 2016.

All costs that may arise with respect to the shares subscriptions in relation to this Right Issue I shall be borne by the subscribers. Shares subscriptions that fail to satisfy the terms of payment shall be considered void.

7. Receipt of Share Subscription

The Company, through the Company's SAB receiving the Preemptive Rights Share subscription requests shall provide stamped and signed Receipt of Share Subscriptions to the subscribers as evidence of Preemptive Rights Share Subscription, which shall subsequently be used as one of the evidence during the collection of the Right Shares. Holders of Preemptive Rights in the Collective Depository at KSEI shall receive confirmation on the requests to exercise Preemptive Rights from C-BEST at KSEI through the Account Holders at KSEI.

8. Cancellation of Share Subscription

The Company reserves the right to cancel the Preemptive Rights Share subscriptions, whether in part or in whole, with due consideration to the prevailing requirements. Notification concerning cancellation of the Preemptive Rights Share subscriptions shall be delivered by allotment confirmation form and the refund of subscription fund to the members of the stock exchange/custodian banks/or holders of shares in the form of certificates.

Other matters that may result in the cancellation of the Preemptive Rights Share subscriptions are, among others, as follows: a. Failure to complete the Preemptive Right Certificates or Additional SSF in accordance with the guidelines/terms of subscription of New Shares stated on the Preemptive Right Certificates and in the Prospectus; b. Failure to satisfy the terms of payment; c. Failure to satisfy the requirements concerning the completeness of subscription documents.

In the event that there are parties that are prohibited to exercise their Preemptive Rights as such conversion of Preemptive Rights to shares is prohibited by the prevailing law, but such parties continues to subscribe to the Shares and pay the subscription fund, the Company shall have the right to deem such Preemptive Rights or other Preemptive Rights documentation submitted by such parties as invalid and to return all the subscription fund paid in Rupiah currency by transferring such fund to the bank account under the name of the said subscribers. The Company shall refund the subscription by no later than 2 (two) Business Days subsequent to the Allotment Date. Refunds made until such date shall not be subject to interest.

9. Refund of Subscription

In the event of failure to fulfill the additional Right Shares, whether in part or in whole, or in the event of cancellation of share subscriptions, the Company shall refund such subscriptions, whether in part or in whole, in Rupiah currency by way of transfer to the bank account under the name of the subscribers. The Company shall refund the subscription on December 1, 2016, (by no later than 2 (two) Business Days subsequent to the Allotment Date, which shall be November 30, 2016. Refunds made until November 30, 2016, shall not be subject to interest.

In the event of lateness in refunding the subscription by more than 2 (two) Business Days subsequent to the Allotment Date, the refund sum shall include the penalty, which shall be calculated starting the 3rd (third) business day subsequent to the Allotment Date until the date of refund, which shall be calculated based on the annual interest rate of 1 (one) month time deposit at the bank where such fund is placed. The Company shall not be subject to fine for the lateness in refunding the share subscription fund if such lateness is due to the subscribers’ error in stating the name of the bank and the bank account number.

Refund for Holders of Preemptive Rights in the collective depository at KSEI who exercise their rights through KSEI shall be performed by KSEI.

10. Delivery of Shares from Exercised Preemptive Rights

Shares from Exercised Preemptive Rights for subscribers exercising their Preemptive Rights according to their rights through KSEI, shall have their shares credited to the securities account in 2 (two) business days after the instructions to exercise Preemptive Rights are received from KSEI and the payments have been received in good funds in the Company's bank account.

Shares from exercised Preemptive Rights for holders of Preemptive Rights in the form of certificate exercising their Preemptive Rights according through their rights shall receive the Collective Share Certificate or shares in the form of certificates by no later than 2 (two) business days after the requests are received by the Company's SAB and the payments have been effective (in good funds) in the Company's bank account.

Whereas the Collective Share Certificate of the Right Shares from the allotment of additional Right Shares subscription shall be available or shall be distributed electronically to the Collective Depository at KSEI by no later than 2 (two) business days after the allotment.

New Collective Share Certificates from the exercised Preemptive Rights shall be available for collection on every Business Day (Monday - Friday, 9.00 - 15.00 Western Indonesian Time), starting from November 21, 2016, until November 25, 2016. Whereas the Collective Share Certificates from share allotment shall be available for collection starting from November 30, 2016. Collection may be conducted in the SAB's office by presenting/submitting the following documents: a. Photocopy of valid Resident Card (KTP)/Passport/Temporary Stay Permit Card (KITAS) (for individual); or b. Photocopy of Articles of Association (for Institution/Legal Entity) and supported by valid Board of Directors/Management composition; c. The original copy of power of attorney (for institutions/legal entity or individuals with representative) with Rp6,000 (six thousand Rupiah) supplemented with photocopies of Resident Card (KTP)/Passport/Temporary Stay Permit Card (KITAS) of the Principal and Agent. d. The original Receipt of Share Subscription.

11. Allocation of Remaining Shares Unsubscribed by the Holders of Preemptive Rights

In the event that the shares offered in this Right Issue I are not entirely subscribed by the holders of Preemptive Rights, the remaining shares shall be allocated to other holders of Preemptive Rights whose subscriptions exceed their respective rights as stated in the Preemptive Rights, in proportion to the amount of their respective exercised Preemptive Rights.

DESCRIPTION OF PREEMPTIVE RIGHTS

The Company has obtained the approval from the EGMS to issue a maximum of 1,776,311,645 (one billion seven hundred seventy six million three hundred eleven thousand six hundred forty five) new shares, having a nominal value of Rp100.- (one hundred Rupiah) per share (“Right Shares”). The estimated amount of proceeds to be received by the Company in this Right Issue I is approximately Rp4,411,764,446,855 (four trillion four hundred eleven billion seven hundred sixty four million four hundred forty six thousand eight hundred fifty five Rupiah). The Preemptive Right Exercise Price (“Exercise Price”) and Preemptive Right ratio shall be determined by the Company’s Board of Directors. The Company shall have the rights to change the provisions of the Preemptive Rights with due considerations to other circumstances and factors as deemed appropriate. The provisions concerning the issuance of Preemptive Rights in Right Issue I, including the Exercise Price and final amount of shares to be offered shall be announced in time.

DESCRIPTION OF PREEMPTIVE RIGHTS

Shares offered in this Right Issue I shall be issued based on the Preemptive Rights issued by the Company to the eligible shareholders. Preemptive Rights are tradable during the trading period by transferring the ownership of Preemptive Rights through book-entry settlement of Preemptive Rights between Securities Account at KSEI.

Holders of Preemptive Rights intending to trade shall open the Securities Accounts at the Members of Stock Exchange or Custodian Banks which have been registered as Account Holders in KSEI. Several important terms which shall be considered with respect to this Preemptive Rights are as follows:

1. Parties Entitled to Preemptive Right Certificate

Shareholders entitled to acquire Preemptive Rights shall be the Shareholders whose names are registered in the Company's SR on November 21, 2016, at 16.00 Western Indonesian Time.

2. Legitimate Preemptive Right Certificate Holders

Legitimate Preemptive Right Certificate Holders are: a. The Company's shareholders whose name are legitimately registered in the Company's SR as of November 21, 2016, up to 16.00 Western Indonesian Time, whose Preemptive Rights are not sold until the end of the Preemptive Rights trading period. b. The buyers of Preemptive Rights whose names are stated on the Preemptive Right Certificate until the end of the Preemptive Rights trading period. c. The holders of Preemptive Rights administered in the Collective Depository at KSEI up the last date of the Preemptive Rights trading period.

3. Trading of Preemptive Right Certificate

Holders of Preemptive Rights may trade their Preemptive Right Certificate during the trading period, which shall commence from November 23, 2016 up to November 29, 2016.

Trading of scripless Preemptive Rights shall duly consider the provisions of the prevailing laws and regulations in the jurisdictions of the Unified State of the Republic of Indonesia, including but not limited to, tax regulations and the regulations in the Capital Market, including the regulations of stock exchange where such Preemptive Rights are traded, namely PT Bursa Efek Indonesia and the regulations of PT Kustodian Sentral Efek Indonesia (KSEI). In the event that the holders of Preemptive Rights are in doubts as to what decision should be taken, you are advised to consult investment consultants, stockbrokers, investment managers, legal counsels, public accountant or other professional consultants, at your own cost,

Preemptive Rights administered in the Collective Depository at KSEI shall be traded on the Indonesian Stock Exchange, where as Preemptive Rights in the form of Preemptive Right Certificate may be traded solely outside of the stock exchange.

Settlement of Preemptive Rights trading on the Stock Exchanges shall be made by way of book-entry settlement between securities accounts under the name of Custodian Banks or Members of Stock Exchange at KSEI.

All costs and taxes that may arise from the trading and transfer of Preemptive Rights shall be the responsibility and cost of the holders of Preemptive Rights or prospective holders of Preemptive Rights.

4. Forms of Preemptive Right Certificates

For the Company's shareholders whose shares are not administered in the Collective Depository at KSEI, the Company shall issue Preemptive Right Certificates which shall state the name and address of the Preemptive Right holders, number of shares owned, the number of Preemptive Rights that may be exercised to purchase the Right Shares, the number of Right Shares to be purchased, the sum to be paid, the amount of additional Right Share subscriptions, endorsement column and other required information.

For shareholders whose shares are administered in the Collective Depository at KSEI, the Company shall not issue Preemptive Right Certificate, but shall credit the Preemptive Rights to the securities accounts under the name of the Custodian Banks or Securities Companies appointed by each shareholder at KSEI.

5. Request for Preemptive Right Certificate Split

Holders of Preemptive Right Certificate intending to sell or transfer a portion of their Preemptive Rights may contact the Company’s SAB to obtain the desired denomination of Preemptive Rights. Holders of Preemptive Rights may perform Preemptive Right Certificate Split from November 23, 2016 until November 29, 2016.

Each split shall be subject to a charge of Rp[●] ([●] Rupiah) per each new Preemptive Right Certificate as a result of such split, which shall be borne by the applicant. Such charge is inclusive of Value Added Tax.

The Preemptive Right Certificate resulting from such split shall be available for collection within 1 (one) Exchange Day after the complete request is accepted by the Company's SAB.

6. Value of Preemptive Rights

The value of Preemptive Rights offered by the legitimate holders of Preemptive Rights shall vary from one another, based on the existing demand and supply in the market.

For example, the calculation of Preemptive Rights value presented below is one of the methods to calculate the Preemptive Rights value, but such calculation shall not guarantee that the result of Preemptive Rights value shall reflect the actual value of the Preemptive Rights.

The following elucidation is expected to provide a general overview on calculating Preemptive Rights value: - The share closing price on the last exchange day prior to the trading of Preemptive Rights = Rp a - Exercise Prices of Right Issue = Rp b - Outstanding Shares Prior to Right Issue I = A - Shares Issued in Right Issue I = B - Theoretical Price of the Right Share = (Rp a x A) + (Rp b x B) (A + B) = Rp c Therefore, theoretically the price of Preemptive Rights per share is = Rp a - Rp c

Use of Preemptive Right Certificate

The Preemptive Right Certificate is an evidence of the rights granted by the Company to the Holders of Preemptive Rights to purchase Preemptive Right Shares. The Preemptive Right Certificates are issued solely for the eligible Shareholders who have not convert their shares and to be used to subscribe Preemptive Right Shares. Photocopies of Preemptive Right Certificates are not valid. Preemptive Right Certificates cannot be exchanged with cash or any other forms by the Company. Evidence of ownership of Preemptive Rights for holders of Preemptive Rights administered in the Collective Depository at KSEI shall be delivered by KSEI through their respective Members of the Stock Exchange or Custodian Banks.

7. Fraction of Preemptive Rights

Pursuant to the FSAR No. 32/2015, in the event that shareholders own Preemptive Rights in the form of a fraction, the rights over such fraction of securities must be sold by the Company, and the proceeds of such sales shall be deposited to the Company's account.

8. Others

All costs incurred in relation to the transfer of Preemptive Rights shall be borne by the Holders of Preemptive Right Certificate or prospective holders of the Preemptive Rights.

DISTRIBUTION OF PROSPECTUS AND PREEMPTIVE RIGHT CERTIFICATES (PRC)

The Company has announced key information with regard to this Right Issue I through advertisement in the newspapers.

1. For Shareholders whose shares are administered in the Collective Depository system at KSEI, the Preemptive Rights shall be distributed electronically to the Securities Accounts of their respective Members of the Stock Exchange or Custodian Banks at KSEI by no later than 1 (one) Business Day after the registration date in the SR for Right Issue I, which shall be November 18, 2016. The Prospectus and implementation guidelines are available at the Company's SAB.

2. For Shareholders whose shares are not administered in the Collective Depository system at KSEI, the Company shall issue Preemptive Right Certificates under the name of the shareholders, and such shareholders may obtain the Preemptive Right Certificates, Prospectus, Additional SSFs and other forms starting from November 18, 2016, by presenting the original copy of valid identification (Resident Card (KTP)/Passport/Temporary Stay Permit Card (KITAS)) and submit the photocopies thereof and the original Power of Attorney for those unable to obtain the documents referred by themselves to the Company's SAB:

PT BSR Indonesia Komplek Pekantoran ITC Roxy Mas Blok E 1 No 10-11 Jl. K.H Hasyim Ashari Jakarta - 10150 Phone: (021) 631 7828 Fax: (021) 631 7827

In the event that the Company's shareholders whose names are registered in the Shareholder Register on November 17, 2016, at 16.00 Western Indonesian Time have not obtained the Prospectus and Preemptive Right Certificates and do not contact PT BSR Indonesia as the Company's SAB, then all risks of losses shall not be the responsibility of PT BSR Indonesia or the Company, but shall remain as the responsibility of the concerned shareholder.

SUPPLEMENTARY INFORMATION

In the event of any uncertainties concerning this Prospectus or in the event that the shareholders require additional information concerning this Right Issue I, the shareholders may contact:

Corporate Secretary Bureau PT PP (Persero) Tbk

Head Office Plaza PP – Wisma Subiyanto Jl. Letjend. TB. Simatupang No. 57 Pasar Rebo – Jakarta 13760 Phone: 021-8403883 Facsimile: 021-8403890 Email: [email protected] Website: www.pt-pp.com