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- Page | 1 - PT RESOURCE ALAM INDONESIA Tbk No.: 045/RAIN/IX/16 Jakarta, September 14, 2016 To.: Director of Financial Assessment of Real Sector Companies /OJK FINANCIAL SERVICE AUTHORITY Gedung Soemitro Djojohadikusumo Jalan Lapangan Banteng Timur No. 2-4, Jakarta 10710 Attn. Mrs. Djustini Septiana Board of Directors of PT Bursa Efek Indonesia Indonesia Stock Exchange Building, Tower I Jl. Jend. Sudirman Kav. 52-53 Jakarta 12190 Re: Notification of issuance of Corporate Guarantee to PT BIAS Petrasia Persada Dear Sir, Hereby we inform you that PT Resource Alam Indonesia Tbk (“Company”) has issued Corporate Guarantee to PT Bias Petrasia Persada (“BIAS”) for the purpose of obtaining loan from Landes Bank Baden Wurttemberg (LBBW). Hereby we notify that the Company is the parent company of BIAS which is engaged in the business of supplying electric power in the form of Mini Hydro Power Plant (MHP) located on Cicatih River is Cimanggu Village, Cikembar Sub-district; Sukabumi District, West Java Province with an installed capacity of 2 x 3.2 MW or 6,400 kW. BIAS is a subsidiary of the Company which is owned by PT Khatulistiwa Hidro Energi (KHE) with an ownership of 99.9% of the total shares. PT Resource Alam Indonesia Tbk / KKGI is the controller of PT KHE and PT Bias Petrasia Persada. BIAS is planning to apply for a loan for the purchase of the turbine engine to LBBW. This loan will be guaranteed by the Company as the parent company in the form of corporate guarantees issued to LBBW. Hence, the transaction to be entered into by the Company and BIAS is an affiliated transaction, in accordance with Regulation of Bapepam-LK Number. IX.E.1 concerning affiliate transactions and conflict of interest of certain transactions, particularly excluded affiliate transactions (Regulation of Bapepam IX.E.1 letter c point

PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

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Page 1: PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

- Page | 1 -

PT RESOURCE ALAM INDONESIA Tbk No. : 045/RAIN/IX/16 Jakarta, September 14, 2016 To.: Director of Financial Assessment of Real Sector Companies /OJK FINANCIAL SERVICE AUTHORITY Gedung Soemitro Djojohadikusumo Jalan Lapangan Banteng Timur No. 2-4, Jakarta 10710 Attn. Mrs. Djustini Septiana Board of Directors of PT Bursa Efek Indonesia Indonesia Stock Exchange Building, Tower I J l . Jend. Sudirman Kav. 52-53 Jakarta 12190 Re: Notification of issuance of Corporate Guarantee to PT BIAS

Petrasia Persada Dear Sir, Hereby we inform you that PT Resource Alam Indonesia Tbk (“Company”) has issued Corporate Guarantee to PT Bias Petrasia Persada (“BIAS”) for the purpose of obtaining loan from Landes Bank Baden Wurttemberg (LBBW). Hereby we notify that the Company is the parent company of BIAS which is engaged in the business of supplying electric power in the form of Mini Hydro Power Plant (MHP) located on Cicatih River is Cimanggu Village, Cikembar Sub-district; Sukabumi District , West Java Province with an installed capacity of 2 x 3.2 MW or 6,400 kW. BIAS is a subsidiary of the Company which is owned by PT Khatulistiwa Hidro Energi (KHE) with an ownership of 99.9% of the total shares. PT Resource Alam Indonesia Tbk / KKGI is the controller of PT KHE and PT Bias Petrasia Persada.

BIAS is planning to apply for a loan for the purchase of the turbine engine to LBBW. This loan will be guaranteed by the Company as the parent company in the form of corporate guarantees issued to LBBW.

Hence, the transaction to be entered into by the Company and BIAS is an affi l iated transaction, in accordance with Regulation of Bapepam-LK Number. IX.E.1 concerning affi l iate transactions and conflict of interest of certain transactions, particularly excluded affi l iate transactions (Regulation of Bapepam IX.E.1 letter c point

Page 2: PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

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5), in which the transaction is a transaction which supports the company's or the Controlled Company’s main business activity, as well as the transaction in which the value is not material when compared to the total equity of the Company. The following is a brief description of transaction for the issuance of Company Guarantee by the Company: Related to Transactions The parties involved in the transaction are BIAS as borrower, the Company as the guarantor and the parent company of KHE and LBBW as Lender, a German bank that has a branch office in Singapore. Based on the audited financial statements per December 31, 2015, the number of shares of the Company at KHE is as many as 43.0%, while the shares owned by KHE in BIAS is at 99.9%. The Amount of Fund being the Object of Transaction The object of transaction is a loan to be secured by BIAS from LBBW. Based on the Letter of Intent of LBBW dated May 12, 2016, the amount of loans to be obtained by BIAS from LBBW is €2,132,864 (Two Million One Hundred Thirty-Two Thousand Eight Hundred Sixty Four Euros). Reason and Background of Transaction This guarantee is issued since BIAS is the subsidiary of the Company through ownership of shares of in KHE. At present BIAS is building PLTMH which is located on Cicatih River, Sukabumi with a capacity of 6.4 MW. In order to purchase the turbine engine to be installed in the PLTMH, BIAS requires additional funding which will be obtained from the banks, namely LBBW. Therefore, the Company, as a parent company is required to provide a guarantee to the banks as a condition for the approval of the loan agreement. Proposed Transaction In order to complete the construction of the PLTMH Cicatih project, BIAS is planning to apply for loans from banks, namely LBBW. This loan will be guaranteed by the Company. As the parent company of KHE and BIAS, the Company will provide a guarantee in the form of corporate guarantee. Benefits and Loss from Transaction The benefits for the Company from entering into guarantee transaction with BIAS is the extension of loan by LBBW to BIAS and it is expected that the purchase of the turbine engine that will

Page 3: PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

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be used on development projects of PLTMH Cicatih can be realized so that the construction of the project can be completed. Upon the completion of the project, the Company will earn additional income from the operations of PLTM during the term of the PPA contract. Financial Impact to the Company in case of Failure Purchase of turbine engines to be used in the PLTMH Cicatih project will be financed by funds extended by banks, namely LBBW. In the event of failure in the performance of the project, such failure will adversely affect our financial condition.

However, such adverse impact will not affect the Company's financial performance significantly because the amount is not material when compared to the total equity of the Company. This information is conveyed in accordance with the letter of a company guarantee issued by the Company on September 14, 2016.

Attached herein is one set of copies of the Fairness Opinion Report from the Office of Public Appraisal Service Budi, Edy, Saptono & Partners (KJPP BEST) No. 109 / Best-Bs / lap.FO / VI / 2016 dated June 28, 2016 and a copy of the Company Guarantee issued by the Company. Hereby this information is provided. Thank you for your attention and cooperation. Regards, (Signed and sealed) PintarsoAdianto President Director

Page 4: PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

PT. RESOURCE ALAM INDONESIA Tbk. R .\ . 'I G IH H ' P

Schedule A

to the Loan Agreement No. 700/60033315

between Landesb ank Baden-Wurttemberg and PT Bias Petra sia Persada .

for EUR 2,132,864.00 dated 9 August 2016

From: PT. Resource Alam Indonesia Tbk Bumi Raya Building JL. Pembangunan 1 no. 3 Jakarta 10130 Indonesia

To: Landesbank Baden-Wurtternberg Am Hauptbahnhof 2 70173 Stuttgart Germany

GUARANTEE

We have been informed that you entered into a Loan Agreement No. 700/6003331 5(the "Agreement") dated of 9 August 2016 concluded between you, Landesbank Baden-Wurtternberq (the "Lender") and PT. Bias Petrasia Persada, Bumi Raya Group BUilding, JI. Pembangunan I No.3, Jakarta 10130, Indonesia (the "Borrower") in the aggregate amount of EUR 2,132,864.00 agains.t our irrevocable and unconditional guarantee (the "Guarantee"). The terms of the Agreement are known to us.

The undersigned, PT. Resource Alam Indonesia Tbk, is a corporation duly organized, validly existing and in good standing under the laws of Indonesia (the "Guarantor"), usually engaged in international business and therefore aware of the legal consequences of a guarantee (Camntie under German law) and having its registered office at - at Bumi Raya Building, JL Pembangunan 1 no. 3, Jakarta 10130, Indonesia.

The purpose of this undertaking is to ensure that you, under any and all circumstances, whether factual or legal and regardless of the validity and enforceability of the Borrower's obligations under the Agreement or any other circumstances by reasons of which the Borrower may fail to effect payment and/or to convert into the effective and freely available currency and/or to transfer to the place designated shall receive all moneys unpaid under the Agreement on the due dates, without deduction for or on account of any present or future taxes or duties of any kind whatsoever.

N

Jakarta Off ice : Bumi Raya Utam a Group Building, JI. Pemb angunan I No.3, Jakar ta 10 130, Telp . : (021) 633 3036 (Hunting) Fax. : (021) 633 7006 Pontianak Offi ce : JI. Adisucipto Km.8, Sel Raya, Pont lanak 78391, Telp .:(0561) 721 688 , 721861, Fax.: (0561) 721 651 Palembang Offi ce : Kelurahan Sei Selincah , xecsma ran xannoru rn.027jRW.007 Palemb ang, Telp .: (0711) 361669, 357074. Fax.: (0711) 3729 47

Page 5: PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

R . ~ GIHH P

PT. RESOURCE ALAM INDONESIA Tbk.

This being premised, PT. Resource Alam Indonesia Tbk

Bumi Raya Building JL. Pembanqunan 1 no. 3

Jakarta 10130 Indonesia

hereby irrevocably and unconditionally undertake to pay you without delay on your first demand without any deduction under any and all circumstances and irrespective of all objections or exceptions, from third parties also, in Stuttgart, Federal Republ ic of Germany or at any other place designated by you in effective EURO or in any other freely available and convertible currency designated by you any amount up to EUR 2,132 ,864.00 in words EURO Two Million One Hundred Thirty-Two Thousand Eight Hundred Sixty-Four only.

Over and above the aforesaid amount we undertake to pay you such additional amounts as correspond to the interest on the aforementioned amount and charges, expenses, fees and other amounts under the aforesaid Agreement.

We confirm that any amount payable hereunder can be transferred to you in case of your demand free of costs and charges. Any costs, including legal fees reasonably incurred by you in connection with the preservation of or enforcement of any rights under this Guarantee shall be borne by us.

We represent that all payments to be made by us under this Guarantee, whether of principal, interest or other amounts due hereunder, shall be made without any set­off, counterclaim or right of retention and free of all present or future taxes, with holdings or charges of whatsoever nature. If any taxes, levies, fees or charges of whatever nature are deducted or withheld at source on payments due under this Guarantee, we shall pay such additional amounts as are necessary to ensure that on due date you will receive the full amount owed.

We hereby represent that we are not in default under any agreement to which we are a party or by which we may be bound, and no litigation, arbitration or administrative proceeding is presently pending or threatened, which might have a material adverse effect on our business, assets or financial conditions or our ability to perform any of our obligations hereunder. No legal proceeding has been started or initiated for the dissolution , winding-up, liquidation, bankruptcv or re­organisation of our company.

We represent that we have not and in futu re will not secure or permit to be secured any loan or other indebtedness or any guarantee issued by us, by any mortgage, lien, pledge or other charge upon any of our present or future assets or revenues without at the same time extending such security equally and rateably to the obligations under this Agreement.

We hereby undertake to provide you as long as any amounts are outstanding under th e Agreement (a) with copies of our audited (consolidated and unconsolidated) balance sheet and profit and loss statement and explanatory notes as soon as they are available but in any event not later than 180 days after the end of our financial year and (b) shall provide you in addition with such other additional financial;fn Jakarta Office : Bum i Raya Vtama Group Building, JI. Pemb angunan I No.3, Jakarta lOBO, Telp . : (021) 633 3036 (Hunting) Fax. : (021) 633 7006

Ponti anak Off ice : JI. Adisu cipto Km.8, Sei Raya, Pontianak 78391, Telp .:(0561)721688, 721861, Fax.: (0561) 72165 1 Palemba ng Offic e : Kelurahan 5ei Selincah , Kecarnatan Kalidan i RT.027jR W.007 Palemb ang. Telp.: (071113 61669, 357074. Fax.: (0711)372 947

Page 6: PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

PT. RESOURCE ALAM INDONESIA ~s, s O!'-I?\C

r \ i~~h~ I~:o~;atio n you may reasonably require: The financial. statement , . ~~1~' >~ by us are complete and correct and present fairly our financial position. Y;.~~,.a : :' §7 :<r;­

no material liabilities not disclosed by or reserved against in such Jif!p~ ,.....~ 3 statements. ~f;'l;,,, JA~~""\ \"

~ This Guarantee obligation exists independently of any obligations or payments under other securities given in respect of the Agreement. We agree that upon our payment hereunder we shall not be subrogated to your rights against the Borrower and/or any third party before you are fully satisfied by the Borrower and/or any third party in respect of all liabilities of the Borrower to you under the Agreement; payments made until then are to be seen as collateral payments only.

This is a continuing Guarantee in respect of the amounts payable by the Borrower and outstanding from time to time under the Agreement.

We agree that you may at any time and from time to time either before or after maturity of the Agreement, without notice to, or further consent of us, make any agreement with the Borrower under the Agreement for the extension, renewal, payment, compromise, discharge or release, in whole or in part, or for any modification of the terms thereof, without in any way impairing or affecting this Guarantee.

We hereby waive notice of acceptance and agree with you that acceptance will be deemed to be effected with receipt of this instrument by you. Should any provision of this Guarantee be or become illegal, invalid or unenforceable in any respect the other provisions thereof shall remain in force. An illegal, invalid or unenforceable provision thereof shall be deemed to be substituted by a provision consistent with the meaning and purpose of this Guarantee.

The laws of the Federal Republic of Germany shall in all respects exclusively govern all rights and obligations arising from this undertaking.

Any dispute arising out of or in connection with this Guarantee, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (USIAC') in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (USIAC Rules") for the time being in force, which rules are deemed to incorporated by reference in this clause.

The parties agree that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules .

The seat of the arbitration shall be Singapore.

The Tribunal shall consist of one arbitrator.

The language of the arbitration shall be English.

The Guarantor agrees that the process by which any suit, action or proceeding is begun or any document to be brought to the attention of the Guarantor in the course of a suit, action or proceeding may be served on it by being delivered to : Jakarta Office : Bumi Raya Uta ma Group Build ing, JI. Pembangunan I No,3, Jakart a 10130, Telp, : (02l) 633 3036lHunting) Fax. : 1021) 633 7006 N Pontianak Office : JI. Adlsuclp to Km .8, Sei R,y' , pon tla nak 78391, Telp.:10561)721688, 721861, Fax.: (0561) 72 1651 Palem bang Office : Kelurahan Sel Selincah , Kecamatan Kalidon i RT,027/RW.007 Palemb ang, Telp.: (0711)361669, 357074 , Fax.: (0711)372 947

Page 7: PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

. .PT. RESOURCE ALAM INDON ESI41~b: · .~ 6~/ ' <5;"~

'~

i1S/ ~

R. I . '-; lo t ~~7 ,~~ . ~ 1"~ . Tai Kuang Hang Co Pte Ltd Company Registration number: 19:6 Q'Q~ 'Z ~ '1 :r: 105 Cecil Street #16-03 The Octagon Singapore 069534 ("Process\ el:rtf/~I '> . !;/ T".

, ;:;/1 9 / :;. ' - ' '' ' _..;; "'-./ ~ 0

i/ . ~~.q

If the appointment of the person mentioned herein ceases to be effe " w<~ ,t .ef\ v-Guarantor shall immediately appoint a further person in Singapore to accept se Ice of process on its behalf. Nothing contained herein shall affect the right to serve process in any other manner permitted by law.

The Parties agree that (i) the English version of this Agreement shall be controlling for all purposes (including, for the avoidance of doubt, where there are inconsistencies between the English version and the Bahasa Indonesia version), (ii) the text of the Bahasa Indonesia version of this Agreement will in all cases be deemed to be amended to conform with the corresponding English text of this Agreement, and (iii) the Bahasa Indonesia version has been prepared solely for compliance with Indonesian Law No. 24 of 2009 regarding National Flag, Language, Coat of Arms, and Anthem ("Law 24 ') and shall be for reference only among the Parties. The Bahasa Indonesia version of this Agreement shall not create any duplication of the rights or obligations of the Parties. Each Party agrees that it will not cite or invoke Law 24, or any regulations issued thereunder, or use the fact that this agreement was executed in the English language to: (i) defend its non ­performance or breach of its obligations under this Agreement; or (ii) allege that this Agreement is against public policy or otherwise does not constitute Its legal, valid and binding obligations, enforceable against it in accordance with its terms.

You may assign all rights and obligations out of this Guarantee.

Best regards ,

Place .- Jakarta, Date : .1.4:-:9.-:-201 6

Jakart a Offi ce : Bum! Raya Utama Group Buildin g. JI. Pem bangunan I No.3. Jakart a 10130. Telp, : (021) 633 3036 (Hunt ing) Fax. : (021) 633 7006 Pontianak Offic e : JI. Adisucipto Km.8. Sei Raya, Pontianak 78391. Telp .:(0561)721688, 7218 61, Fax.: (0561) 721651 Palernbang Office: Kelu rahan Se; Selincah , Kecarnatan Kalidoni RT.027/RW.007 Palemban g, Te/p.: (0711) 361 669, 357074 . Fax.: (07 11)372947

Page 8: PT RESOURCE ALAM INDONESIA Tbk...PT. RESOURCE ALAM INDONESIA Tbk. R.\ . 'I G IH H ' P Schedule A to the Loan Agreement No. 700/60033315 between Landesbank Baden-Wurttemberg and PTBias

- Seen for thesigning of the signatur0 of :

Mr. Pl f\llA RSO A.D I JA~JT O private person . Indones ia n Citizen , I

residin g in Jakarta , Jalan Pantai f<uta \//5, Rukun Tetangga 004 , Rukun Warga 010 I i<elul-ahan Ancol I<ecamatan Pademangan ,J

Jakarta Utara > holder of Resident Indentity card number 3'17205 110657000 1;

f':;no\t\1r1 (r) me, BUI"H.APJO TIGRIS D.AR~/1.A\lV.A.l\JG, SH., S.E , MH,

f\!(llary in Jakarta

Jakarta.. 14111 Septemb®I' 201 6

Notali; in Jakart a

(BUNTAHIOTIGRI SDARMAWA NG, S. H.. , S.E" M.H.)