IMPORTANT NOTICE

THE SECURITIES DESCRIBED HEREIN ARE AVAILABLE ONLY TO INVESTORS WHO AREEITHER (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A OF THE SECURITIES ACT (ASDEFINED BELOW) OR (2) OUTSIDE THE UNITED STATES PURCHASING THE SECURITIES IN ANOFFSHORE TRANSACTION IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT

IMPORTANT: You must read the following before continuing. The following applies to the offeringmemorandum (the “Offering Memorandum”) following this page. You are therefore advised to read thiscarefully before reading, accessing or making any other use of the Offering Memorandum. In accessing thisOffering Memorandum, you agree to be bound by the following terms and conditions, including anymodifications to them any time you receive any information from PT Saka Energi Indonesia (the “Company”)as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FORSALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOTBEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OROTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THEUNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLESTATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANYOTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANYFORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART ISUNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OFTHE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVEGAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOINGRESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THESECURITIES DESCRIBED THEREIN.

Confirmation and your Representation: In order to be eligible to view this Offering Memorandum or makean investment decision with respect to the securities, investors must be either (1) qualified institutional buyers(“QIBs”) (within the meaning of Rule 144A under the Securities Act) or (2) outside the United Statespurchasing the securities in an offshore transaction in reliance on Regulation S under the Securities Act. Byaccepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to usthat (1) you and any customers you represent are either (a) QIBs or (b) that the electronic mail address thatyou gave us and to which this e-mail has been delivered is not located in the United States and (2) that youconsent to delivery of such Offering Memorandum by electronic transmission.

You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a personinto whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws ofjurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose thecontents of this Offering Memorandum to any other person.

This Offering Memorandum has been sent to you in an electronic form. You are reminded that documentstransmitted via this medium may be altered or change during the process of electronic transmission and,consequently, BNP Paribas, UBS AG, Singapore Branch, Citigroup Global Markets Singapore Pte. Ltd., TheHongkong and Shanghai Banking Corporation Limited, Singapore Branch, Mandiri Securities Pte Ltd andMizuho Securities USA LLC, as the initial purchasers (the “Initial Purchasers”), nor any person who controlsany of them nor any director, officer, employee or agent of any of them or affiliate of any such person acceptsany liability or responsibility whatsoever in respect of any difference between this Offering Memorandumdistributed to you in electronic format and the hard copy version available to you on request from the InitialPurchasers.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer orsolicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires thatthe offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the InitialPurchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by theInitial Purchasers or such affiliate on behalf of the issuer in such jurisdiction.

You should not reply by e-mail to this announcement, and you may not purchase any securities by doing so.Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mailsoftware, will be ignored or rejected. You are responsible for protecting against viruses and other destructiveitems. Your use of this email is at your own risk and it is your responsibility to take precautions to ensure thatit is free from viruses and other items of a destructive nature.

STRICTLY CONFIDENTIAL

PT Saka Energi Indonesia(a limited liability company established in the Republic of Indonesia)

US$625,000,000 4.45% Senior Notes due 2024Issue Price: 100%

PT Saka Energi Indonesia (“we,” “our” or the “Company”) is offering (the “Offering”) US$625,000,0004.45% Senior Notes due 2024 (the “Notes”). The Notes will bear interest at the rate of 4.45% per year.Interest on the Notes is payable semi-annually in arrears on May 5 and November 5 of each year (each, an“Interest Payment Date”) commencing on November 5, 2017. The Notes will be our senior unsecuredobligations and will mature on May 5, 2024. They will rank at least pari passu in right of payment withall other unsubordinated indebtedness of the Company (subject to priority rights under applicable law) andsenior to subordinated indebtedness.

We may redeem the Notes as a whole but not in part at any time upon the occurrence of certain tax events.Upon the occurrence of a Change of Control Triggering Event (as defined herein), we must make an offerto repurchase all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plusaccrued and unpaid interest, if any, to the date of repurchase. The Notes will not otherwise be redeemableprior to their maturity. For a more detailed description of the Notes, see “Description of the Notes.”

The Notes are expected to be rated “Ba1” by Moody’s Investors Service, Inc. (“Moody’s”), “BB” by S&PGlobal Ratings, a division of the McGraw-Hill Companies Inc. (“Standard & Poor’s”), and “BB+” by FitchRatings Ltd. (“Fitch”). A security rating is not a recommendation to buy, sell or hold securities and maybe subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Investing in the Notes involves certain risks. See “Risk Factors” to read about factors you shouldconsider before buying the Notes.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, asamended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered orsold within the United States, except pursuant to an exemption from, or in transactions not subject to, theregistration requirements of the Securities Act. Accordingly, the Notes are being offered and sold within theUnited States to qualified institutional buyers in reliance on Rule 144A under the Securities Act (“Rule144A”) and outside the United States in offshore transactions in reliance on Regulation S under theSecurities Act (“Regulation S”). Prospective purchasers are hereby notified that sellers of the Notes maybe relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.For a description of these and certain further restrictions on offers, sales and transfers of the Notes anddistribution of this Offering Memorandum, see “Plan of Distribution” and “Transfer Restrictions.” TheNotes may not be offered or sold in Indonesia or to Indonesian citizens, wherever they are domiciled, orto Indonesian residents, in a manner which constitutes a public offer under Law Number 8 of 1995 regardingCapital Markets.

It is expected that the delivery of the Notes will be made through the book-entry facilities of The DepositoryTrust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A.(“Clearstream”) on or about May 5, 2017.

Approval in-principle has been received for the listing of the Notes on the Singapore Exchange SecuritiesTrading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of thestatements made or opinions or reports contained in this Offering Memorandum. Admission of the Notes tothe Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, oursubsidiaries, our associated companies or the Notes.

Joint Global Coordinators(in alphabetical order)

BNP PARIBAS Citigroup UBS

Joint Bookrunners

BNP PARIBAS Citigroup UBS HSBC Mandiri Securities Mizuho Securities

Offering Memorandum dated April 26, 2017

CONTENTS

SECTION PAGE

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SUMMARY CONSOLIDATED FINANCIAL AND CERTAIN OPERATING DATA . . . . . . . . . . 8

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

DESCRIPTION OF THE INDONESIAN OIL AND GAS INDUSTRY . . . . . . . . . . . . . . . . . . . . 79

REGULATORY OVERVIEW OF OIL AND GAS ACTIVITIES IN INDONESIA. . . . . . . . . . . . 112

CORPORATE STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187

TRANSFER RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195

SUMMARY OF CERTAIN DIFFERENCES BETWEEN INDONESIAN FINANCIAL

ACCOUNTING STANDARDS AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205

GLOSSARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . F-1

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NOTICE TO INVESTORS

We have not authorized anyone to provide any information other than that contained in this Offering

Memorandum. We and the Initial Purchasers take no responsibility for, and can provide no assurance

as to the reliability of, any other information that others may give you. None of PT Saka Energi

Indonesia, its subsidiaries, BNP Paribas, Citigroup Global Markets Singapore Pte. Ltd., UBS AG,

Singapore Branch (in alphabetical order), The Hongkong and Shanghai Banking Corporation Limited,

Singapore Branch, Mandiri Securities Pte Ltd and Mizuho Securities USA LLC (together, the “InitialPurchasers” or “Joint Bookrunners”) or any of their respective affiliates has authorized anyone toprovide you with any additional or different information. This Offering Memorandum may only be

used where it is legal to offer and sell the Notes. The information in this Offering Memorandum may

only be accurate as of the date of this Offering Memorandum or other dates as indicated herein. You

should be aware that since the date of this Offering Memorandum there may have been changes in our

business, financial condition and results of operations or otherwise that could affect the accuracy or

completeness of the information set out in this Offering Memorandum.

This Offering Memorandum is being provided on a confidential basis in connection with an offering

exempt from registration under the Securities Act and applicable U.S. state securities laws solely for

the purpose of enabling prospective investors to consider the purchase of the Notes. None of us, the

Initial Purchasers or any of their respective affiliates is authorizing the use of this Offering

Memorandum for any other purpose. The information contained in this Offering Memorandum has

been provided by us and other sources identified in this Offering Memorandum. No representation or

warranty, express or implied, is made by the Initial Purchasers or their respective affiliates as to the

accuracy or completeness of such information, and nothing contained in this Offering Memorandum

is, or shall be relied upon as, a promise or representation by the Initial Purchasers or any of their

respective affiliates. Any reproduction or distribution of this Offering Memorandum, in whole or in

part, and any disclosure of its contents or use of any information herein is prohibited, except to the

extent such information is otherwise publicly available.

The distribution of this Offering Memorandum and the offer and sale of the Notes offered hereby are

restricted by law in certain jurisdictions. You should inform yourselves about and comply with all

applicable laws and regulations in force in any jurisdiction in connection with the distribution of this

Offering Memorandum and the offer and sale of the Notes. None of us, the Initial Purchasers nor any

of their respective affiliates, directors, officers, employees, agents or advisors is making any

representation or undertaking to any investor regarding the legality of an investment in the Notes.

In making an investment decision, you should rely on your own examination of us and the terms of

the Offering, including the merits and risks involved. You should not construe the contents of this

Offering Memorandum as legal, business, financial or tax advice. You should consult your own

attorney, business advisor, tax advisor or other professional advisor.

None of us, the Initial Purchasers nor their respective affiliates is offering to sell the Notes in any

jurisdiction where the offer or sale is not permitted. This Offering Memorandum does not constitute

an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or

invitation would be unlawful. No action has been taken in any jurisdiction that would permit a public

offering to occur in any jurisdiction.

We reserve the right to withdraw this Offering of the Notes at any time and we and the Initial

Purchasers reserve the right to reject any commitment to subscribe for the Notes, in whole or in part.

We also reserve the right to allot to you less than the full amount of Notes sought by you. The Initial

Purchasers and certain related entities may acquire for their own account a portion of the Notes.

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In connection with the issue and distribution of the Notes, UBS AG, Singapore Branch or any personacting for it may, subject to applicable laws and regulations, over-allot or effect transactions with aview to supporting the market price of the Notes at a level higher than that which might otherwiseprevail for a limited period of time. However, neither UBS AG, Singapore Branch nor any personacting on its behalf is under any obligation to do so. Furthermore, such stabilization, if commenced,may be discontinued at any time and must be brought to an end after a limited period.

In this Offering Memorandum, all references to:

• “Government” refer to the Government of Indonesia;

• “Government Agencies” refer to government agencies, and local government agencies, such assub-district administrative organizations, provincial administrative organizations andmunicipalities;

• “Indonesia” refer to the Republic of Indonesia;

• “our management,” “Board,” “Directors” and “Commissioners” refer to the management,directors and commissioners of the Company;

• “Rupiah,” or “Rp.” refer to the lawful currency of Indonesia;

• “U.S. Dollar” or “US$” refer to the lawful currency of the United States;

• “United States” or “U.S.” refer to the United States, its territories and possessions, any State ofthe United States and the District of Columbia;

• “we,” “our,” “ourselves,” “us” or the “Group” refer to PT Saka Energi Indonesia and itssubsidiaries, taken as a whole, as the context may require; and

• “you” or “your” refer to potential investors in or purchasers of the Notes.

Certain of the terms defined above are also defined in the “Glossary of Terms” contained elsewherein this Offering Memorandum.

Any reference in this Offering Memorandum to any law, regulation or notification is a reference tosuch law, regulation or notification as the same may have been, or may from time to time be, amended,supplemented or replaced.

NOTE TO PROSPECTIVE PURCHASERS IN THE UNITED STATES

The Notes have not been, and will not be, registered under the Securities Act, or any U.S. statesecurities laws. Subject to certain exceptions, the Notes may not be offered, sold or delivered withinthe United States. Pursuant to the Offering, the Notes may not be offered or sold in the United Statesexcept that the Notes may be offered or sold to persons who are qualified institutional buyers asdefined in Rule 144A in reliance on the exemption from the registration requirements of the SecuritiesAct provided by Rule 144A. The Notes are not transferable except in accordance with the restrictionsdescribed under “Transfer Restrictions.” Each purchaser of Notes will be deemed to have made certainacknowledgements, representations and agreements as set forth herein. For a description of these andcertain other restrictions on offers, sales and transfers of Notes and distribution of this OfferingMemorandum, see “Plan of Distribution” and “Transfer Restrictions.”

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The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission(the “SEC”), any U.S. state securities commission, any other U.S. regulatory authority or any foreignsecurities commission or regulatory authority. The foregoing authorities have not confirmed theaccuracy or determined the adequacy of this Offering Memorandum, nor have they passed upon orendorsed the merits of the Offering. Any representation to the contrary is a criminal offense in theUnited States. In addition, until 40 days after the commencement of the Offering, an offer or sale ofthe Notes offered hereby within the United States by a dealer, whether or not participating in theOffering, may violate the registration requirements of the Securities Act if such offer or sale is madeotherwise than in accordance with Rule 144A.

NOTICE TO INDONESIAN INVESTORS

The Notes have not been offered or sold and will not be offered or sold in Indonesia or to anyIndonesian nationals, corporations or residents, including by way of invitation, offering oradvertisement, and this Offering Memorandum and any other offering material relating to the Noteshas not been distributed, and will not be distributed, in Indonesia or to any Indonesian nationals,corporations or residents in a manner which would constitute a public offering in Indonesia under LawNo. 8 of 1995 on Capital Markets. The Indonesian Financial Service Authority (Otoritas JasaKeuangan or “OJK”) has not reviewed or declared its approval or disapproval of the issue of theNotes, nor has it made any determination as to the accuracy or adequacy of this OfferingMemorandum. Any statement to the contrary is a violation of Indonesian law.

AVAILABLE INFORMATION

Subject to the following sentence, and for so long as the Notes remain outstanding and are “restrictedsecurities” within the meaning of Rule 144(a)(3) of the Securities Act, we will furnish, upon therequest of any holder of Notes, such information as is specified in paragraph (d)(4) of Rule 144Aunder the Securities Act, to such holder or beneficial owner or to a prospective purchaser of suchNotes or interest therein who is a qualified institutional buyer within the meaning of Rule 144A, inorder to permit compliance by such holder or beneficial owner with Rule 144A in connection with theresale of such Notes or any beneficial interest therein in reliance on Rule 144A. Notwithstanding theabove, we will not provide such information if, at the time of such request, we are subject to thereporting requirements of Section 13 or 15(d) of the United States Securities Exchange Act of 1934,as amended (the “Exchange Act”), or we are exempt from reporting pursuant to Rule 12g3-2(b) underthe Exchange Act.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a limited liability company established in Indonesia. All of our Commissioners, Directors andexecutive officers reside in Indonesia. Substantially all of our assets and these other persons arelocated outside the United States. As a result, it may be difficult for investors to effect service ofprocess upon such persons within the United States, or to enforce against us in court, judgmentsobtained in U.S. courts, including judgments predicated upon the civil liability provisions of thefederal securities laws of the United States.

We have been advised by our Indonesian legal advisor, Soemadipradja & Taher, that judgments ofcourts outside Indonesia are not enforceable in Indonesian courts. A foreign court judgment could beoffered and accepted into evidence in a proceeding on the underlying claim in an Indonesian court andmay be given such evidentiary weight as the Indonesian court may deem appropriate in its solediscretion. A claimant may be required to pursue claims in Indonesian courts on the basis of

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Indonesian law. A purchaser of the Notes may not be able to enforce judgments against us obtainedin the United States based upon certain of the civil liability provisions of the securities laws of theUnited States or any states thereof in Indonesian courts, and Indonesian courts may not enterjudgments in original actions brought in Indonesian courts based solely upon the civil liabilityprovision of the securities laws of the United States or any state thereof. Re-examination of theunderlying claim would be required before the Indonesian court. There can be no assurance that theclaims or remedies available under Indonesian law will be the same, or as extensive as those availablein other jurisdictions. For more details, see “Risk Factors — Risks Relating to Ownership of the Notes— It may not be possible for investors to effect service of process or to enforce certain judgmentsagainst us or our management” and “Risk Factors — Risks Relating to Ownership of the Notes —Holders of the Notes will be exposed to a legal system subject to considerable discretion anduncertainty and may have difficulty pursuing claims under the Notes.”

Under the indenture relating to the Notes, the Company will waive, to the fullest extent permitted bylaw, any immunity that it may be entitled to, including foreign sovereign immunity, from any legalaction, suit or proceeding with respect to its obligations, liabilities or any other matter under or arisingout of or in connection with the Notes.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this Offering Memorandum, references to “2014,” “2015” and “2016” refer to our fiscal years endedDecember 31, 2014, 2015 and 2016, respectively. Our consolidated financial statements as of and forthe years ended December 31, 2014 and 2015 (the “2015 Financial Statements”) were audited byPurwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited), independent publicaccountants, and as of and for the year ended December 31, 2016 (the “2016 Financial Statements”)were audited by KAP Tanudiredja, Wibisana, Rintis & Rekan (a member of thePricewaterhouseCoopers network of firms), independent public accountants, based on Standards onAuditing established by the Indonesian Institute of Certified Public Accountants (“IICPA”), as statedin their reports included elsewhere in this Offering Memorandum. The 2015 Financial Statements andthe 2016 Financial Statements (together, the “Financial Statements”) are included elsewhere in thisOffering Memorandum. Unless otherwise stated, all our financial information is stated in accordancewith Indonesian Financial Accounting Standards (“IFAS”) and our Financial Statements are preparedin accordance with IFAS and presented on a consolidated basis. Our reporting currency is the U.S.Dollar, and accordingly our Financial Statements are presented in U.S. Dollars.

IFAS differ in certain respects from generally accepted accounting principles in the United States. Fora description of certain accounting differences between IFAS and United States Generally AcceptedAccounting Principles (“U.S. GAAP”) that are relevant to the Financial Statements included in thisOffering Memorandum, see “Summary of Certain Differences Between Indonesian FinancialAccounting Standards and United States Generally Accepted Accounting Principles.”

Rupiah amounts relating to realized average prices, costs and tariffs for our distribution andtransmission businesses have been translated into U.S. Dollar amounts based on the middle exchangerates calculated based on Bank Indonesia’s announced buying and selling rates, on the relevanttransaction date. No representation is made that the Rupiah or U.S. Dollar amounts referred to in thisOffering Memorandum could have been or could be converted into U.S. Dollar at any particular rateor at all. See “Exchange Rates” for certain historical information on the reference rate between theRupiah and the U.S. Dollar.

Figures and percentages are rounded to one or two decimal places, where appropriate. Anydiscrepancies in the tables included in this Offering Memorandum between the amounts listed and thetotals are due to rounding.

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The information on our website, or the websites of any of our subsidiaries, or any website directly orindirectly linked to such websites, is not incorporated by reference into this Offering Memorandumand should not be relied upon.

NON-GAAP FINANCIAL MEASURES

In this Offering Memorandum, we refer to EBITDA, Adjusted EBITDA and Adjusted EBITDA margin.We define EBITDA as our profit/(loss) for the year plus (i) finance cost, (ii) depreciation, depletionand amortization, (iii) depreciation on office equipment, and (iv) income tax expense/(benefit) minus(v) finance income, net of tax. We define Adjusted EBITDA as EBITDA plus (i) impairment losses onoil and gas properties and (ii) impairment losses on goodwill, minus (iii) gains from acquisitions. Wedefine Adjusted EBITDA margin as Adjusted EBITDA divided by net revenues. Unless otherwiseindicated, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin in this Offering Memorandumare calculated on a consolidated basis. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin andmeasures derived therefrom are supplemental measures of our performance and liquidity that are notrequired by, or presented in accordance with, IFAS or U.S. GAAP. Further, EBITDA, AdjustedEBITDA and Adjusted EBITDA margin and measures derived therefrom are not measurements of ourfinancial performance or liquidity under IFAS or U.S. GAAP and should not be considered asalternatives to net profit/(loss) or any other performance measures derived in accordance with IFASor U.S. GAAP or as alternatives to cash flows from operations or as measures of our liquidity.EBITDA, Adjusted EBITDA and Adjusted EBITDA margin and measures derived therefrom may notbe indicative of our historical results of operations, nor are they meant to be predictive of futureresults.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin and measures derived therefrom may notbe comparable to similarly titled measured reported by other companies due to potentialinconsistencies in the method of calculation. We have included EBITDA because we believe it is anindicative measure of our operating performance and is used by investors and analysts to evaluatecompanies in our industry. We have also included Adjusted EBITDA because we believe it is a moreindicative measure of our baseline performance as it excludes certain charges that our managementconsiders to be outside of our core operating results. For a reconciliation of EBITDA and AdjustedEBITDA to our net profit/(loss) for the year, see “Summary Consolidated Financial and CertainOperating Data” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations — Non-GAAP Financial Measures.”

INDUSTRY, MARKET AND RESERVE DATA

This Offering Memorandum includes certain market share, statistical and industry data and third-partyprojections and forecasts regarding growth and performance of the industry we operate and invest inthat we have obtained from industry publications and surveys, publicly available documents andgovernment publications, Wood Mackenzie (“Wood Mackenzie”), as well as from internal sources.Industry publications and surveys and forecasts generally state that the information contained thereinhas been obtained from sources believed to be reliable, but except for any data we provided to WoodMackenzie in connection with the preparation of their report dated April 13, 2017 (the “WoodMackenzie Report”), we cannot assure you that such data is complete or accurate. Information,including estimates, expectations and forecasts relating to, in particular, the Indonesian oil and gasindustry, that appear under the section headed “Description of the Indonesian Oil and Gas Industry”in this Offering Memorandum, was derived from the Wood Mackenzie Report. Wood Mackenzie, anindependent energy industry consultant and expert in the energy industry, has been commissioned byus to provide the Wood Mackenzie Report and consented to its inclusion in this OfferingMemorandum. While reasonable actions have been taken to ensure that the information is extractedaccurately and in its proper context, none of us (except with respect to any data we provided to Wood

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Mackenzie in connection with the preparation of the Wood Mackenzie Report), the Initial Purchasersnor any of their respective affiliates has independently verified any of the data or ascertained theunderlying economic assumptions relied upon therein. Similarly, third-party projections cited in thisOffering Memorandum are subject to significant uncertainties that could cause actual data to differmaterially from the projected figures. The industry and market data contained in this OfferingMemorandum, including under “Description of the Indonesian Oil and Gas Industry,” which arederived from the Wood Mackenzie Report, have not been updated since the date of such report. Noassurances are or can be given that the estimated figures will be achieved. In addition, financial datawith respect to Indonesia provided in this Offering Memorandum may be subsequently revised inaccordance with Indonesia’s ongoing maintenance of its economic data, and such revised data will notbe distributed by us to any holder of the Notes. As a result, you are cautioned against undue relianceon such information.

In general, the presentation of reserves in this Offering Memorandum follows the definitions used inthe Society of Petroleum Engineers Petroleum Resources Management System (“SPE-PRMS”).SPE-PRMS defines “proved reserves” as those quantities of petroleum, which, by analysis ofgeoscience and engineering data, can be estimated with reasonable certainty to be commerciallyrecoverable, from a given date forward, from known reservoirs and under defined economicconditions, operating methods, and government regulations. If deterministic methods are used, theterm reasonable certainty is intended to express a high degree of confidence that the quantities willbe recovered. If probabilistic methods are used, there should be at least a 90% probability that thequantities actually recovered will equal or exceed the estimate. “Probable reserves” are defined asthose additional reserves which analysis of geoscience and engineering data indicate are less likely tobe recovered than “proved reserves” but more certain to be recovered than possible reserves. It isequally likely that actual remaining quantities recovered will be greater than or less than the sum ofthe estimated proved plus probable reserves. When probabilistic methods are used, there should be atleast a 50% probability that the actual quantities recovered will equal or exceed the sum of theestimated proved plus probable reserves.

Investors should note that different reserve reporting systems employ different assumptions, and thatour methodologies for classifying and estimating reserves and resources vary in certain respects fromthe methodologies and classifications used by oil and gas companies subject to the reportingobligations of the SEC. No assurance can be given that the reserve estimates presented in this OfferingMemorandum will be recovered at the levels presented. The estimation and evaluation of reservesinvolve multiple uncertainties. The accuracy of any reserve evaluation depends on the quality ofavailable information and engineering and geological interpretation. Based on the results of drilling,testing and production after the date of this Offering Memorandum, reserves may be significantlyrestated upwards or downwards. Changes in the price of natural gas and crude oil also affect ourreserve estimates because those reserves are evaluated based on prices and costs as of the date of theevaluation. For a description of certain of the risks and uncertainties with respect to our reserve data,see “Risk Factors — Risks Relating to our Business — Our natural gas and crude oil reserve estimatesare uncertain and may not accurately reflect actual reserve levels. Even if our estimates are accurate,technical limitations may prevent us from retrieving these reserves.”

EXCHANGE RATES

From 1978 to 1997, Indonesia maintained a managed floating exchange rate system under which theRupiah was linked to a basket of currencies, the composition of which was based on Indonesia’s maintrading partners. Indonesia has adopted a free floating exchange rate system since August 1997, underwhich market forces determine the exchange rate for the Rupiah.

The following table shows the exchange rate of Rupiah to U.S. Dollar based on the middle exchangerates at the end of each month or day, as the case may be, during the periods indicated. The Rupiah

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middle exchange rate is calculated based on Bank Indonesia’s buying and selling rates. Norepresentation is made that the Rupiah or U.S. Dollar amounts referred to herein could have been orcould be converted into U.S. Dollar or Rupiah, as the case may be, at the rate indicated or any otherparticular rate, or at all.(1)

Year At period end Average(2) High(2) Low(2)

(Rp. per US$1.00)

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,670 9,419 9,670 9,000

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,189 10,451 12,270 9,634

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,412 11,864 12,845 11,288

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,795 13,458 14,728 12,444

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,436 13,307 13,946 12,926

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,343 13,359 13,485 13,288

February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,347 13,341 13,374 13,308

March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,321 13,346 13,393 13,314

April (through April 21) . . . . . . . . . . . . . . . . . . . . 13,320 13,309 13,341 13,255

Notes:

(1) These data are sourced from Statistik Ekonomi dan Keuangan Indonesia (Indonesian Financial Statistics) publishedmonthly by Bank Indonesia, Internet website of Bank Indonesia, available at:http://www.bi.go.id/en/moneter/informasi-kurs/transaksi-bi/Default.aspx.

(2) For full years, the high and low amounts are determined, and the average shown is calculated, based upon the middleexchange rate announced by Bank Indonesia on the last day of each month during the year indicated. For each month,the high and low amounts are determined, and the average shown is calculated, based on the daily middle exchange rateannounced by Bank Indonesia during the month indicated.

The Federal Reserve Bank of New York does not certify for customs purposes the noon buying ratefor cable transfers in Rupiah.

EXCHANGE CONTROL

Law No. 24 of 1999, dated May 17, 1999 on the Flow of the Foreign Exchange System and ExchangeRate System provides that a person may hold and use foreign currency freely in the Republic ofIndonesia. The transfer of foreign exchange to and from abroad and the status of the offshore asset orliability of an Indonesian company that falls under certain criteria, however, are subject to todisclosure and reporting obligations to Bank Indonesia. See “Purchasing of Foreign CurrenciesAgainst Rupiah through Banks” below. To maintain the stability of the Rupiah, and to prevent theutilization of the Rupiah for speculative purposes by non-residents, Bank Indonesia has introducedregulations to restrict the movement of Rupiah from banks within Indonesia to offshore banks,offshore branches of Indonesian banks, or any investment denominated in Rupiah with foreign partiesand/or Indonesian parties domiciled or permanently residing outside Indonesia without underlyingtransactions, thereby limiting offshore trading to existing sources of liquidity. In addition, BankIndonesia has the authority to request information and data concerning the foreign exchange activitiesof all persons and legal entities that are domiciled, or who plan to be domiciled, in Indonesia for atleast one year.

Indonesian Law on Currency and Obligation to Use Rupiah in Indonesian Territory

On June 28, 2011, the House of Representatives (the “Indonesian Parliament”) passed Law No. 7 of2011 (the “Currency Law”) and on March 31, 2015, Bank Indonesia issued Bank IndonesiaRegulation No. 17/3/PBI/2015 on the Mandatory to Use of Rupiah in the territory of the Republic ofIndonesia (“PBI 17/3”) and enacted Bank Indonesia Circular Letter No. 17/11/DKSP on June 1, 2015as the implementation guideline (“SEBI 17/2015”). Under the Currency Law and PBI 17/3, all parties

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are required to use Rupiah for cash and non-cash transactions conducted within Indonesia, including(i) each transaction which has the purpose of payment; (ii) settlement of other obligations which mustbe satisfied with money; and/or (iii) other financial transactions (including deposits of Rupiah invarious amounts and types of Rupiah denomination from customers to banks).

Subject to further requirements under PBI 17/3, the obligation to use Rupiah does not apply to (i)certain transactions relating to the implementation of state revenue and expenditure; (ii) the receiptor provision of grants either from or to overseas; (iii) international trade transactions, which includes(a) export and/or import of goods to or from outside Indonesian territory and (b) activities relating tocross border trade in services; (iv) bank deposits denominated in foreign currencies; (v) internationalfinancing transactions; and (vi) transactions in foreign currency which are conducted in accordancewith applicable laws and regulations, including, among others; (a) a bank’s business activities inforeign currency which is conducted based on applicable laws regarding conventional and shariabanks, (b) securities in foreign currency issued by the Indonesian government in primary or secondarymarkets based on applicable laws, and (c) other transactions in foreign currency conducted based onapplicable laws, including the law regarding Bank Indonesia, the law regarding investment and the lawregarding Lembaga Pembiayaan Ekspor Indonesia (Indonesia Eximbank).

The Currency Law and PBI 17/3 prohibit the rejection of Rupiah when offered as a means of payment,to settle obligations and/or with respect to other financial transactions within Indonesia, unless thereis uncertainty regarding the authenticity of the Rupiah bills offered, or the parties to the transactionhave agreed in writing to the payment or settlement of obligations in a foreign currency. Article 10of PBI 17/3 further explains that the exemption based on such a written agreement between the partiesis only applicable to an agreement made with respect to one of the above exempted transactions ortransactions related to a strategic infrastructure project.

PBI 17/3 took effect from March 31, 2015, and the requirement to use Rupiah for non-cashtransactions was effective from July 1, 2015. Written agreements which were signed prior to July 1,2015 that contain provisions for the payment or settlement of obligations in foreign currency fornon-cash transactions will remain effective until the expiry of such agreements. However, anyextension and/or certain amendment of such agreements must comply with PBI 17/3.

According to SEBI 17/2015, a business operator in Indonesia must quote the price of goods and/orservices in Rupiah and is prohibited from conducting dual quotations where the price of goods and/orservices is listed both in Rupiah and a foreign currency, anywhere including on electronic media. Therestriction applies to, among others, (i) price tags, (ii) service fees, such as agent fees in the sale andpurchase of property, tourism services fee or consultancy services fee, (iii) leasing fees, such asapartment leases, housing leases, office leases, building leases, land leases, warehouse leases orvehicle leases, (iv) tariffs, such as loading/unloading tariff for cargo at the seaport or airplane tickettariff, (v) price lists, such as a restaurant menu price list, (vi) contracts, such as clauses for pricingor fees, (vii) documents of offer, order, invoice, such as the price clause in an invoice, purchase orderor delivery order, and/or (viii) payment evidence, such as the price listed in a receipt.

Further, SEBI 17/2015 stipulates that conditional exemptions may apply to certain infrastructureprojects, among others, (i) transportation infrastructure, including airport services, seaportprocurement and/or services, railway infrastructure and facilities, (ii) road infrastructure, includingtoll roads and toll bridges, (iii) watering infrastructure, including standard water bearer channel, (iv)drinking water infrastructure, including standard water bearer building, transmission channels,distribution channels, drinking water treatment installation, (v) sanitation infrastructure, includingwaste water treatment installation, collector channel and main channel, and waste facility whichincludes transporter and waste storage, (vi) informatics and technology infrastructure, includingtelecommunication network and e-government infrastructure, (vii) electricity infrastructure, includingpower plant, which includes power development sourcing from geothermal, transmission ordistribution of electricity, and (viii) natural oil and gas infrastructure, including transmission and/or

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distribution of natural oil and gas. These exemptions apply if (a) the project has been declared by thecentral or regional government as a strategic infrastructure project, as evidenced by a formalconfirmation letter from the relevant ministry/institution with regards to the project owner; and (b) anexemption approval has been obtained from Bank Indonesia.

A failure to comply with the obligation to use Rupiah in cash transactions will result in criminalsanctions in the form of fines and confinement. While a failure to comply with the obligation to useRupiah in non-cash transactions will be subjected to administrative sanctions in the form of (i) writtenwarning, (ii) fines, and/or (iii) prohibition from undertaking payment activities. Bank Indonesia mayalso recommend the relevant authorities and institutions to conduct certain action such as revoking thebusiness license or stopping the business activities of the party which fails to comply with theobligation to use Rupiah in non-cash transactions.

Purchasing of Foreign Currencies Against Rupiah through Banks

Pursuant to Bank Indonesia Regulation No. 18/19/PBI/2016 on Foreign Exchange Transaction toRupiah between Banks and Foreign Parties (“PBI 18/19/2016”), any conversion of Rupiah into foreigncurrency by way of call spread option involving a foreign party would require an underlyingtransaction. Similarly, any conversion of Rupiah into foreign currency by way of spot transaction andderivative transaction involving a foreign party, which exceeds certain thresholds, would require anunderlying transaction. Such thresholds include: (i) the purchases of foreign currency against Rupiahof more than US$25,000 or its equivalent per month per foreign party for spot transactions; (ii) thepurchases of foreign currency against Rupiah of more than US$1,000,000 or its equivalent per monthper foreign party or per outstanding sale or purchase per bank for derivative transactions; and (iii) thepurchases of foreign currency against Rupiah of more than US$5,000,000 or its equivalent pertransaction per foreign party for forward transactions.

Pursuant to PBI 18/19/2016, the underlying transactions include the following activities: (a) domesticand international trade of goods and services and/or (b) investments in the forms of foreign directinvestment, portfolio investments, loans, capital and other investments inside and outside Indonesia.The underlying transactions in such activities also include income and expense estimation. Theunderlying transactions do not include (a) the use of Bank Indonesia Certificate for foreign currencyderivative transactions against Rupiah; (b) placement of funds in banks (vostro) in the form of, amongothers, regular deposits, giro, term deposits and negotiable certificate of deposits; (c) undrawn creditfacility in the form of, among others, standby loan and undisbursed loan; and (d) the use of BankIndonesia Securities in foreign currency. Specifically for sales of foreign exchange against Rupiahthrough forward transaction by a foreign party to a bank and for transfer of Rupiah to an accountowned by a foreign party, the underlying transactions also include the ownership of onshore andoffshore foreign exchange funds, which could be in the form of, among others, regular deposits, giro,term deposits and negotiable certificate of deposits.

Foreign parties purchasing foreign currencies in excess of the thresholds set out under PBI 18/19/2016will be required to submit certain supporting documents to the selling bank.

Pursuant to Bank Indonesia Regulation No. 18/18/PBI/2016 on Foreign Exchange Transaction toRupiah between Banks and Domestic Parties (“PBI 18/18/2016”), any conversion of Rupiah intoforeign currency by way of call spread option involving a domestic party would require an underlyingtransaction. Similarly, any conversion of Rupiah into foreign currency by way of spot transaction andderivative transaction involving a domestic party, whereby exceeds certain thresholds, would requirean underlying transaction. Such thresholds include: (i) the purchase of foreign currency againstRupiah of more than US$25,000 or its equivalent per month per customer for spot transactions; (ii)the purchase of foreign currency against Rupiah of more than US$100,000 or its equivalent per monthper customer for derivative transactions; (iii) the sales of foreign currency against Rupiah of morethan US$5,000,000 or its equivalent per transaction per customer for forward transactions; and (iv) thesales of foreign currency against Rupiah of more than US$1,000,000 or its equivalent per transactionper customer for option transactions.

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Pursuant to PBI 18/18/2016, the underlying transactions include the following activities: (a) domesticand international trade of goods and services; (b) investment in the forms of direct investment,portfolio investments, loans, capital and other investments inside and outside Indonesia; and/or (c)provision of credit or financing from the bank in foreign currency and/or in Rupiah for trade andinvestment activities. The underlying transactions of such activities also include income and expenseestimation. The underlying transactions do not include (a) placement of funds in banks in the form of,among others, regular deposits, giro, term deposits and negotiable certificate of deposits; (b) moneytransfer activities by remittance companies; (c) undrawn credit facility in the form of, among others,standby loan and undisbursed loan; and (d) the use of Bank Indonesia Securities in foreign currency.Specifically for sales of foreign exchange against Rupiah through forward transaction by a domesticparty to a bank, the underlying transactions also include the ownership of onshore and offshore foreignexchange funds, which could be in the form of, among others, regular deposits, giro, term deposits andnegotiable certificate of deposits.

FORWARD-LOOKING STATEMENTS

This Offering Memorandum contains, and any amendment or supplement to this OfferingMemorandum may contain, “forward-looking” statements that relate to future events, which are, bytheir nature, subject to significant risks and uncertainties. All statements, other than statements ofhistorical fact contained in this Offering Memorandum, including, without limitation, those regardingour future financial position and results of operations, strategy, plans, objectives, goals and targets,and any statements preceded by, followed by or that include the words “believe,” “expect,” “plan,”“aim,” “intend,” “will,” “may,” “project,” “estimate,” “forecast,” “anticipate,” “predict,” “seek,”“should” or similar words or expressions, are forward-looking statements.

These forward-looking statements include, without limitation, statements relating to:

• estimated financial information and projections regarding our group, and our future developmentand economic performance, including our objective of reaching over 70,000 boepd in netproduction by 2022;

• future earnings, cash flow and liquidity;

• potential growth opportunities;

• our cost of capital and financing plans;

• our investment strategy;

• our relationship with the Government and our key customers and suppliers;

• the competitive position and the effects of competition on our investments;

• development of additional revenue sources;

• the amount and nature of future capital expenditures;

• delays or changes in the development of our exploration, development and productionbusinesses;

• our oil and gas reserve estimates;

• environmental liabilities and litigation;

• our objections to certain tax assessments;

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• production, revenue and profit or loss contributions from the Sanga Sanga block and the potentialexpiration of the Sanga Sanga PSC in 2018;

• the condition of and changes in the local, Indonesian, Asian or global economies;

• the demand for, prices of and availability of crude oil, natural gas, LNG, LPG and other fuelsin Indonesia;

• changes in the value of the Rupiah against the U.S. Dollar and other currencies;

• the Indonesian oil and gas industry;

• the performance of third parties under material agreements;

• agreements to sell products for which production has not yet begun, such as LNG products fromthe Muara Bakau PSC, which is expected to achieve first gas in the second half of 2017 and willbe subject to seven-year LNG SPAs;

• regulatory changes and future Government policy relating to the oil and gas industry inIndonesia;

• the outcome of litigation, arbitration or other proceedings involving us; and

• the timing of the Offering.

The future events referred to in these forward-looking statements involve known and unknown risks,uncertainties and other factors, some of which are beyond our control, which may cause the actualresults, performance or achievements, or industry results to be materially different from any futureresults, performance or achievements expressed or implied by the forward-looking statements. Theseforward-looking statements are based on numerous assumptions regarding our present and futurebusiness strategies and the environment in which we will operate in the future and are not a guaranteeof future performance. Important factors that could cause the actual results, performance orachievements to differ materially from those in the forward-looking statements include, among others,the following:

• revenues generated by our exploration, development and production businesses;

• termination of any agreements with supplier or customers, or regulatory licenses or permits;

• costs, difficulties and uncertainties related to the integration of acquired businesses or assets,including liabilities accrued or incurred prior to our acquisition of them;

• competition from other companies in the oil and gas industry, including companies with greaterresources than us;

• risks associated with changes in customers’ preferences and the relative prices of alternativeenergy sources;

• dependence on third parties for the supply equipment or services relating to our businessactivities;

• compliance by third parties with their obligations under agreements to which we or oursubsidiaries are parties;

• compliance costs and potential liability for remedial actions under existing or futureenvironmental obligations;

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• changes in the value of the Rupiah against other currencies, including the U.S. Dollar;

• changes in interest rates;

• changes in our suppliers or other major customers;

• changes in demand for our crude oil, natural gas, LNG, LPG and related services we deliver;

• acts of international or domestic terrorism;

• changes in general economic, business and political conditions in Indonesia and surroundingcountries;

• changes in the laws, regulations, taxation, accounting standards or practices, or policies of theGovernment which apply to us;

• labor unrest or other similar situations;

• our ability to obtain and retain skilled personnel;

• the availability of insurance coverage at commercially acceptable premiums;

• accidents, public disorder, natural disasters, severe weather or outbreaks (or fear of outbreaks)of infectious diseases;

• our management’s success at managing the above-described risks and factors; and

• other factors not yet known to us.

This list of important factors is not exhaustive. Additional factors that could cause the actual results,performance or achievements to differ materially include, but are not limited to, those discussed under“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations.” When relying on forward-looking statements, you should carefully consider theforegoing factors and other uncertainties and events, especially in light of the political, economic,social and legal environment in which we operate. Such forward-looking statements speak only as ofthe date on which they are made. Accordingly, none of us, the Initial Purchasers or any of theirrespective affiliates undertakes any obligation to update or revise any of them, whether as a result ofnew information, future events or otherwise. None of us, the Initial Purchasers or any of theirrespective affiliates makes any representation, warranty or prediction that the results anticipated bysuch forward-looking statements will be achieved, and such forward-looking statements represent, ineach case, only one of many possible scenarios and should not be viewed as the most likely or standardscenario. Accordingly, you should not place undue reliance on any forward-looking statements.

INDONESIAN REGULATION OF OFFSHORE BORROWINGS

Under Presidential Decree No. 59/1972, as amended by Presidential Decree No. 120/1998 (“PD No.59/1972”), the Company is required to report particulars of its offshore borrowings to the Minister ofFinance of Indonesia and the Governor of Bank Indonesia, on the acceptance, implementation,repayment of principal and payment of interest. Ministry of Finance Regulation No.KEP-261/MK/IV/5/73, as amended by the Ministry of Finance Regulation No. 417/KMK.013/1989and by the Ministry of Finance Regulation No. 279/KMK.01/1991 as the implementing regulations ofPD No. 59/1972, further requires that we submit reports to the Minister of Finance of Indonesia andthe Governor of Bank Indonesia on the effective date of the contract and for each subsequent

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three-month period. In addition, under Presidential Decree No. 39/1991, all offshore commercialborrowers must submit reports to the Team of Offshore Commercial Borrowing (“PKLN Team”) uponthe implementation of their offshore commercial borrowing. Presidential Decree No. 39/1991 does notstipulate the time frame, the format or the content of the reports that must be submitted.

On December 29, 2014, Bank Indonesia issued Bank Indonesia Regulation No. 16/21/PBI/2014 on theImplementation of Prudential Principles in Management of Offshore Borrowing of Non-BankCorporations, as lastly amended by Bank Indonesia Regulation No. 18/4/PBI/2016 (the “PBI16/21/2014”), which applies to non-bank corporations that obtain offshore borrowings in foreigncurrencies. Further to PBI 16/21/2014, Bank Indonesia also issued Circular Letter No. 16/24/DKEMdated December 30, 2014 as amended by Circular Letter No. 17/18/DKEM dated June 30, 2015 andCircular Letter No. 18/6/DKEM dated April 22, 2016 (the “SEBI 16/24/DKEM”). PBI 16/21/2014requires non-bank corporations that have offshore borrowings in foreign currencies to fulfill threeprudential principles: (i) hedging ratios, (ii) liquidity ratios and (iii) credit ratings.

The minimum hedging ratio for non-bank corporations that have offshore borrowings in foreigncurrency is set at 25% of the “negative difference” between the foreign exchange assets and theforeign exchange liabilities that will become due within three months from the end of the relevantquarter and the “negative difference” between the foreign exchange assets and the foreign exchangeliabilities that will become due in the period of more than three months up to six months after the endof the relevant quarter.

SEBI 16/24/DKEM determines that only corporations that have “negative difference” of more thanUS$100,000 are obliged to fulfill the minimum hedging ratio. In addition, the PBI 16/21/2014 alsorequires that such hedging transactions shall be conducted only with banks in Indonesia with effectfrom January 1, 2017.

On the liquidity ratio requirement, non-bank corporations that have offshore borrowings in foreigncurrency are also required to comply with the minimum liquidity ratio of at least 70% liquidity byproviding sufficient foreign exchange assets against foreign exchange liabilities that will become duewithin three months from the end of the relevant quarter.

In addition, on the credit rating requirement, non-bank corporations that obtain offshore borrowingssigned or issued since January 1, 2016 in a foreign currency must have a minimum credit rating of“BB-” for offshore borrowings issued by a rating agency recognized by Bank Indonesia, whichcurrently includes the domestic rating agencies PT Pemeringkat Efek Indonesia (with equivalent ratingof idBB- (based on Bank Indonesia Circular Letter No. 17/18/DKEM of 2015), Fitch RatingsIndonesia (with equivalent rating of BB-(idn) (based on Bank Indonesia Circular Letter No.17/18/DKEM of 2015), Investment & Credit Rating Agency (ICRA) Indonesia (with equivalent ratingof (Idr)BB-); and the following foreign rating agencies: Moody’s Investors Service (Ba3), Standard &Poor’s (BB-), Fitch Ratings (BB-), Japan Credit Rating Agency (BB-) and Rating and InvestmentInformation Inc. (BB-). Such credit rating will be in the form of a rating over the relevant corporationand/or bonds. In addition, the credit rating requirement must be fulfilled when the loan is signedand/or issued. PBI 16/21/2014 sets additional provisions where corporation may use their parentcompany credit rating if (i) such corporation enters into an offshore borrowing in foreign currencywith its parent company, or if the offshore borrowing is guaranteed by the parent company, or (ii) suchcorporation is a newly established corporation with a maximum three years since the corporationbegins its commercial operation. The obligation to have a minimum credit rating does not apply tooffshore borrowings in foreign currency that are in the form of trade credit, which refers to debtarising from credit that is granted by offshore suppliers over transactions relating to goods and/orservices. Exemptions from the requirement to satisfy the minimum credit rating are available forforeign currency offshore borrowing (i) that would be used for refinancing to the extent that the newforeign currency offshore borrowing will not add the amount of the outstanding debt, or the newforeign currency offshore borrowing do not exceed US$2.0 million or 5.0% of the facility amount tobe refinanced if such 5% is above the equivalent of US$2.0 million, (ii) that would be used forfinancing the infrastructure projects that are (a) wholly funded by international (bilateral/multilateral)

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institutions; and (b) syndicated borrowings with contributions from the international(bilateral/multilateral) institutions exceeding 50%, (iii) in relation to government (central andregional) infrastructure projects, (iv) that are guaranteed by international (bilateral/multilateral)institutions, (v) that are in the form of other loans, (vi) of the financing companies who at minimumhave a “sound” level for financial soundness which is last issued by the OJK) and fulfill the maximumgearing ratio as regulated by OJK, and (vii) of the Indonesian Export Financing Institution (theLembaga Pembiayaan Ekpor Indonesia or LPEI). Failure to comply with the PBI 16/21/2014 wouldresult in an administrative sanction in the form of a warning letter from Bank Indonesia being givento the debtors, with copies given to their lenders, relevant Ministries, the OJK and the IndonesianStock Exchange (in the case of a public listed company).

Bank Indonesia issued Bank Indonesia Regulation No. 16/22/PBI/2014 dated December 31, 2014 onReporting of Foreign Exchange Activity and Reporting of Application of Prudential Principles inrelation to an Offshore Borrowing Management for Non-Bank Corporation (“PBI 16/22/2014”). PBI16/22/2014 stipulates that banking institutions, non-bank financial institutions, non-financialinstitutions, state/regional-owned companies, private companies, business entities and individualsperforming activities that cause a movement in financial assets and liabilities between an Indonesiancitizen and non-Indonesian citizen, including the movement of offshore financial assets and liabilitiesbetween Indonesian citizens, must submit a foreign exchange activities report with respect to anyforeign exchange activities to Bank Indonesia. The foreign exchange activities report is required tocover: (i) trade activities in goods, services and other transactions between residents and non-residentsof Indonesia, (ii) the position and changes in the balance of foreign financial assets and/or foreignfinancial liabilities, and/or (iii) any plan to incur foreign debt and/or implementation of such plan. Inaddition, PBI 16/22/2014 requires any non-bank entity which applies prudential principles to submitreports which cover (i) the implementation prudential principles, (ii) the implementation of theprudential principles which have complied with an attestation procedure; (iii) notification ofcompliance of credit ratings; and (iv) financial statements (“Implementation of PrudentialPrinciples Report”). Bank Indonesia requires foreign exchange activities reports to be submittedmonthly (no later than the 15th day of the following month). The Implementation of PrudentialPrinciples Report must be submitted quarterly, unless another submission deadline is required underPBI 16/22/2014.

The reporting obligations under PBI 16/22/2014 are implemented under the following Circular Letterof Bank Indonesia. According to Bank Indonesia Circular No. 15/16/DInt dated April 29, 2013 onReporting of Foreign Exchange Activities in the form of Offshore Borrowing Realization and Position,any person, legal entity or other entity domiciled in Indonesia or planning to be domiciled in Indonesiafor at least one year, that obtains offshore commercial borrowings in foreign currency and/or Rupiah(of any amount) pursuant to loan agreements, debt securities, trade credits and other debts must submitreports to Bank Indonesia. The reports must consist of the main data report and the monthlyrecapitulation data report. The main data report must be submitted to Bank Indonesia no later than the15th day of the following month after the signing of the loan agreement or the issuance of the debtsecurities and/or the debt acknowledgement over the trade credits and/or other loans and a monthlyrecapitulation data report must be submitted to Bank Indonesia no later than the 15th day of thefollowing month. Such reports must be filed until the offshore commercial borrowing has been repaidin full.

According to Bank Indonesia Circular No. 17/4/DSta dated March 6, 2015 on the Reporting of ForeignExchange Activities on the form of Offshore Borrowing Plan and Amendment of Offshore borrowing,an Indonesian company that intends to obtain a long-term offshore borrowing in a foreign currencyand/or Rupiah is required to submit a report to Bank Indonesia by no later than March 15 of each yearin relation to such borrowing including its annual offshore borrowing plans. In the event there is achange to the company’s plan to obtain an offshore borrowing, an amendment to such report must besubmitted to Bank Indonesia by no later than July 1 of the year of such change.

According to Bank Indonesia Circular No. 17/26/DSta dated October 15, 2015 on the Reporting ofForeign Exchange Activities Other than Offshore Borrowing, an Indonesian company engaged in

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foreign exchange activities other than offshore borrowings which include but are not limited toguarantees made by an Indonesian foreign exchange activities (other than with respect to anyborrowing of offshore borrowings) is required to submit the LLD report to Bank Indonesia no laterthan the 15th day each month after the maturity date of the report period.

According to Bank Indonesia Circular No. 17/3/DSta dated March 6, 2015 as amended by BankIndonesia Circular No. 17/24/Dsta dated October 12, 2015 on the Reporting Application of PrudentialPrinciples in relation to an Offshore Borrowing Management for Non-Bank Corporation, a non-bankcorporation must submit the following reports: (i) the implementation of the prudential principles ona quarterly basis; (ii) a report regarding the implementation of the prudential principles report thathave undergone an attestation procedure no later than the end of June of each year; (iii) a report withrespect to credit ratings no later than the end of following relevant month; and (iv) financialstatements, consisting of quarterly financial statements (unaudited) to be submitted on a quarterlybasis and annual financial statements (audited) to be submitted no later than the end of June of eachyear.

Any delay in submitting foreign exchange reports as mentioned above (other than the offshoreborrowing plan report) is punishable by a fine of Rp.500,000 for each day of delay, subject to amaximum fine of Rp.5,000,000. Furthermore, any failure to submit such foreign exchange report(other than the offshore borrowing plan report) is punishable by a fine of Rp.10,000,000 per reportingperiod. Failure to submit the offshore borrowing plan report and the financial information report willbe subject to administrative sanctions in the form of warning letters and/or notices to the relevantauthorities.

Bank Indonesia issued Bank Indonesia Regulation No. 16/10/PBI/2014 on The Receipt of ForeignExchange Proceeds from Export and Withdrawal of Foreign Exchange Offshore Borrowing (“PBI16/10/2014”) on May 14, 2014, as amended by Bank Indonesia Regulation No. 17/23/PBI/2015 datedDecember 23, 2015, as implemented by Bank Indonesia Circular No. 18/5/DSta dated April 6, 2016on Withdrawal of Foreign Exchange Offshore Borrowing. Based on PBI 16/10/2014, every Indonesiandebtor of an offshore borrowing must withdraw revenue from the borrowing through an Indonesianforeign exchange bank. The obligation applies to every borrowing that is derived from: anon-revolving loan agreement; debt securities; or the margin between the new foreign borrowing forrefinancing purposes and the initial foreign borrowing.

The accumulated amount of foreign exchange received from an offshore borrowing should be equalto the total commitment. If the accumulated amount of foreign exchange received from an offshoreborrowing is less than the committed amount under the offshore borrowing, with a difference of morethan the equivalent of Rp.50,000,000, a debtor must submit a written explanation and supportingdocuments to Bank Indonesia prior to expiry of the borrowing term. An Indonesian debtor must reportthe withdrawal of revenue from the offshore borrowing to Bank Indonesia monthly using therecapitulation data report as regulated under PBI 16/10/2014, Bank Indonesia Circular No. 18/5/Dsta,and Bank Indonesia Circular No. 15/16/DInt of 2013. Every submission of a report must be supportedwith any document evidencing that the relevant offshore borrowing is withdrawn through anIndonesian foreign exchange bank. Any Indonesian debtor failing to comply with the obligation maybe imposed with an administrative sanction in the form of fine of 0.25% of the amount of everywithdrawal that is not withdrawn through an Indonesian foreign exchange bank, with maximumsanction of Rp.50,000,000. PBI 16/10/2014 does not specifically require the foreign currency broughtinto Indonesia to be converted into Rupiah and kept in Indonesia for a specified period of time.

LANGUAGE OF TRANSACTION DOCUMENTS

Pursuant to Law No. 24 of 2009, regarding Flag, Language, Coat of Arms and National Anthemenacted on July 9, 2009 (“Law No. 24”), agreements to which Indonesian entities are a party arerequired to be executed in Bahasa Indonesia, although dual-language documents are permitted when

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a foreign entity is a party. However, there exists substantial uncertainty regarding how Law No.

24/2009 will be interpreted and applied, and it is not certain that an Indonesian court would permit

the English version of an agreement to prevail or even consider the English version. See “Risk Factors

— Risks Relating to Ownership of the Notes — There is uncertainty under Indonesian law as to the

validity and enforceability of English language documents such as the Indenture.” On July 7, 2014,

the Government issued Government Regulation No. 57 of 2014 (“GR No. 57/2014”) on Development,Fostering and Protection of Language and Literature and Enhancement of the function of the

Indonesian Language to implement certain provisions of Law No. 24/2009. While this government

regulation focuses on the promotion and protection of the Bahasa Indonesia and literature and is silent

on the question of contractual language, it reiterates that contracts involving Indonesian parties must

be executed in the Indonesian language (although versions in other languages are also permitted). As

Law No. 24/2009 does not specify any sanctions for non-compliance, we cannot predict how the

implementation of Law No. 24/2009 (including its implementing regulation) will impact the validity

and enforceability of the Notes in Indonesia, which creates uncertainty as to the ability of Noteholders

to enforce the Notes in Indonesia.

We will execute dual English and Bahasa Indonesia versions of all transaction agreements to which

we are a party. All of these documents will provide that in the event of a discrepancy or an

inconsistency, the parties intend that the English version would prevail; however, we cannot assure

you that an Indonesian court would hold that the English language version would prevail.

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SUMMARY

This summary highlights selected information contained elsewhere in this Offering Memorandum. It

is not complete and does not contain all the information that may be important to you in deciding

whether to invest in the Notes. This summary is qualified by, and must be read in conjunction with,

the more detailed information and the Financial Statements appearing elsewhere in this Offering

Memorandum.

Statements contained in this summary that are not historical facts may be forward-looking statements.

Such statements are based on certain assumptions and are subject to certain risks, uncertainties and

assumptions which could cause actual results to differ materially from those projected. See

“Forward-looking Statements.” Under no circumstances should the inclusion of such information

herein be regarded as a representation, warranty or prediction with respect to the accuracy of the

underlying assumptions by us or the Initial Purchasers or any other person or that these results will

be achieved or are likely to be achieved. The meanings of terms not defined in this summary can be

found elsewhere in this Offering Memorandum.

You should read the entire Offering Memorandum, including the sections entitled “Risk Factors” and

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well

as our consolidated financial statements and related notes thereto, before making an investment

decision.

Overview

We are a leading Indonesian upstream oil and gas company with a diversified portfolio of hydrocarbon

assets. As a wholly-owned subsidiary of PGN, a leading integrated natural gas company with the

largest transmission and distribution network in Indonesia, we are engaged in the exploration,

development and production of natural gas and crude oil, and play a substantial role in executing

PGN’s long-term upstream strategy and expanding Indonesia’s energy infrastructure.

We currently operate three blocks, jointly operate one block, and are minority partners in a further six

blocks, in Indonesia, and have a minority interest in one block in the United States. As of December

31, 2016, our estimated net proved and probable reserves were 112.1 MMboe, consisting of 512.2 Bscf

of natural gas reserves and 23.8 MMbbl of crude oil reserves. In 2016, our net production was 13.9

MMboe, consisting of 56.6 Bscf of natural gas and 4.1 MMbbl of crude oil. In 2016, our average daily

net production for the full year was 37,868 boepd, consisting of 154.7 MMscfd of natural gas and

11,198 bopd of crude oil. Taking into account all producing assets in which we had a participating

interest as of December 31, 2016, our daily net production as of the same date was 55,022 boepd,

consisting of 232.9 MMscfd of natural gas and 14,867 bopd of crude oil. In 2015, our average daily

net production for the full year was 30,154 boepd, consisting of 122.9 MMscfd of natural gas and

8,971 bopd of crude oil. In 2014, our average daily net production for the full year was 17,121 boepd,

consisting of 63.1 MMscfd of natural gas and 6,237 bopd of crude oil.

Our revenues are supported by, among other things, long-term natural gas, crude oil and LNG offtake

contracts with leading companies such as PT Perusahaan Listrik Negara (Persero) (“PLN”), PTPertamina (Persero) (“Pertamina”), Itochu Petroleum Co. (“Itochu”), British Petroleum (“BP”),Chinese Petroleum Corporation (“CPC”) and Korea Gas Corporation (“KOGAS”). In 2014, 2015 and2016, our aggregate sales volume across all our products was 6.0 MMboe, 8.9 MMboe and 11.3

MMboe, respectively, while our realized price was US$93.6, US$48.1 and US$42.7 per bbl of crude

oil, respectively, and US$3.3, US$3.6 and US$3.8 per Mscf of natural gas, respectively.

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OUR RELATIONSHIP WITH PGN

Since our establishment in 2011 we have been a wholly-owned subsidiary of PGN, which is listed onthe Indonesian Stock Exchange and 56.97% of whose shares are owned by the Government. Our assetsrepresented 39.1% of PGN’s consolidated assets as of December 31, 2016 and our net revenuesrepresented 10.7% of PGN’s consolidated net revenues for 2016. PGN had US$2,934.8 million in netrevenues and US$308.6 million in net income in 2016, and total assets of US$6,834.2 million as ofDecember 31, 2016, according to its public filings.

We are strategically positioned in PGN’s vertical integration plans by playing a substantial role in itslong-term upstream strategy of strengthening the resilience of its gas supply and expanding its assetportfolio. We identify, explore and develop new hydrocarbon sources for PGN, provide PGN withaccess to gas production, and contribute to the growth of its distribution revenue. PGN is representedon our Board of Commissioners by its President Director and Chief Financial Officer, which helpsalign our mission, strategy and major corporate decisions. PGN also permits us to benefit from thestrength of its relationships with regulators and other industry participants, and to participate in thedevelopment of natural gas infrastructure in Indonesia.

We enjoy strong parental capital support from PGN, reflected in cumulative shareholder loans ofUS$1.9 billion received since our founding, of which US$1.1 billion had been converted to equity asof December 31, 2016. We believe that PGN’s support affords us a strong capital structure that allowsus to pursue organic growth opportunities and acquisitions even in challenging commodity priceenvironments and periods of market dislocation. At the same time, we are also important within PGN’scapital structure. Under the indenture for PGN’s senior notes due 2024, a US$50 million cross defaultby a material subsidiary (defined as any subsidiary that owns principal property of PGN, which is allproperty other than such property that is reasonably determined by PGN not to be of materialimportance to the total business conducted by PGN and its subsidiaries, taken as a whole) wouldtrigger a default under the indenture relating to PGN’s notes.

Competitive Strengths

• Balanced portfolio of upstream assets

• Visible growth from a strong reserve base

• Proven operating capabilities

• High gas revenue visibility with robust offtake arrangements

• Experienced management team with strong corporate governance

Strategies

• Align our growth strategy and optimize synergies with PGN’s long-term objectives

• Increase production from existing assets

• Diversify our portfolio through selective acquisitions and dispositions

• Continue to implement cost-saving initiatives

• Improve operational, organizational and corporate governance structures in accordance withinternational standards

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Corporate Information

We were established on June 27, 2011 as a wholly-owned core subsidiary of PGN, Indonesia’s largest

natural gas transportation and distribution company. In accordance with our Articles of Association,

our purpose and aim is to engage in the upstream oil and gas business and investment, covering the

exploration, exploitation and development of energy resources including crude oil, natural gas, coal

bed methane and others.

We maintain our principal executive office at The Energy Building, 11th-12th Floor, SCBD Lot 11A,

JI Jend. Sudirman, Jakarta 12190, Indonesia. Our telephone number at that address is +6221 2995 1000

and our fax number is +6221 2995 1001. Our website is www.sakaenergi.com; however information

on our website or on other websites referred to on our website is not incorporated by reference into

this Offering Memorandum and accordingly should not be relied on for the offering of the Notes.

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THE OFFERING

The following summary of the Offering contains basic information about the Notes. It is not intendedto be complete and it is subject to important limitations and exceptions. Terms used in this summaryand not otherwise defined herein shall have the meanings given to them in “Description of the Notes.”For a more complete understanding of the Notes, please refer to “Description of the Notes” in thisOffering Memorandum.

Issuer PT Saka Energi Indonesia, a limited liability companyestablished in Indonesia.

Notes Offered US$625,000,000 aggregate principal amount 4.45% SeniorNotes due 2024.

Issue Price 100%.

Maturity Date May 5, 2024.

Interest The Notes will bear interest from May 5, 2017 at the rate of4.45% per annum, payable semi-annually in arrears.

Interest Payment Dates May 5 and November 5 of each year, commencing onNovember 5, 2017.

Record Dates Each April 20 and October 20 immediately preceding anInterest Payment Date.

Ranking The Notes will be direct, unsecured and unsubordinatedobligations of the Company, be senior in right of payment toany existing and future obligations of the Company expresslysubordinated in right of payment to the Notes, rank pari passuin right of payment with all other unsecured andunsubordinated indebtedness of the Company (subject to anypriority rights of such unsubordinated Debt pursuant toapplicable law) and will be effectively subordinated tosecured obligations of the Company and the obligations of itssubsidiaries.

The existing shareholder loans of the Company, amounting toUS$838.4 million as of December 31, 2016, are not expresslysubordinated to the Notes in accordance with the terms ofsuch loans.

Further Issues The Company will initially issue US$625,000,000 inaggregate principal amount of the Notes. Subject to certainconditions, the Company may, however, from time to time,without notice to or the consent of the holders of the Notes,issue Additional Notes having the same terms and conditionsunder the indenture relating to the Notes as the Notes in allrespects (or in all respects except for the issue date, issueprice and the first payment of interest on them and, to theextent necessary, certain temporary securities law transferrestrictions) so that such Additional Notes may beconsolidated and form a single series with the previouslyoutstanding Notes and vote together as one series on allmatters with respect to the Notes; provided that, in order forAdditional Notes to have the same CUSIP, ISIN, or otheridentifying number as the outstanding Notes, the AdditionalNotes must be fungible with the outstanding Notes for U.S.federal income tax purposes.

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Certain Covenants The Company will agree to observe certain covenants,including, among other things, a negative pledge andlimitations on its ability to consolidate, merge or sell itsassets substantially as an entirety. See “Description of theNotes — Certain Covenants.” The Notes and the relatedIndenture do not otherwise restrict or limit the Company’sability to incur additional indebtedness by itself or itssubsidiaries or its ability to enter into transactions with, or topay dividends or make other payments to, affiliates.

Repurchase of Notes upon aChange of Control TriggeringEvent

No later than 30 days following a Change of ControlTriggering Event, the Company will be required to make anoffer to purchase all outstanding Notes at a purchase priceequal to 101% of the principal amount thereof, plus accruedand unpaid interest, if any, to the date of such purchase. See“Description of the Notes — Repurchase of Notes Upon aChange of Control Triggering Event.”

Additional Amounts Subject to certain exceptions, the Company will pay suchAdditional Amounts as will result in receipt by the holder ofthe Notes of such amounts as would have been received bysuch holder had no deduction or withholding of Indonesian(and certain other) taxes been required. See “Description ofthe Notes — Additional Amounts.”

Redemption for TaxationReasons

Subject to certain conditions and exceptions, the Notes maybe redeemed at the option of the Company, as a whole but notin part, at a redemption price equal to 100% of the principalamount thereof, together with accrued and unpaid interest(including any Additional Amounts), if any, to the date fixedfor such redemption, in the event that as a result of certainchanges in tax laws the Company becomes obligated to payAdditional Amounts in respect of certain withholding tax(including Indonesian withholding tax imposed at a rate inexcess of 20%). See “Description of the Notes — Redemptionfor Taxation Reasons.”

Transfer Restrictions The Notes have not been registered under the Securities Act,or the securities laws of any other jurisdiction, and may not beoffered or sold within the United States, except pursuant to anexemption from, or in a transaction not subject to, theregistration requirements of the Securities Act. Accordingly,the Notes are being offered and sold in the United States onlyto qualified institutional buyers (as defined in Rule 144A) inaccordance with Rule 144A and outside the United States inoffshore transactions in accordance with Regulation S.

The Notes may not be offered or sold in Indonesia or toIndonesian citizens, wherever they are domiciled, or toIndonesian residents, in a manner which constitutes a publicoffer under Law Number 8 of 1995 regarding Capital Markets.

For a description of these and other restrictions on offers,resales and transfers of the Notes, see “Plan of Distribution”and “Transfer Restrictions.”

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Use of Proceeds The net proceeds from the offerin