PT SMARTFREN TELECOM TBK. INSTRUCTIONS TO ACCOUNT HOLDERS

Transcription

1 PT SMARTFREN TELECOM TBK. INSTRUCTIONS TO ACCOUNT HOLDERS Solicitation of consents from holders of US$100,000,000 Restructuring Notes due 2025 (the Notes ) issued by PT Smartfren Telecom Tbk. (the Issuer ) (ISIN XS ) THE CONSENT SOLICITATION WILL EXPIRE AT 5 P.M. CENTRAL EUROPEAN TIME ON 8 DECEMBER 2016 UNLESS EXTENDED BY THE ISSUER, IN WHICH EVENT, THE CONSENT SOLICITATION WILL EXPIRE AT 5 P.M. CENTRAL EUROPEAN TIME ON THE DATE TO WHICH THE CONSENT SOLICITATION IS SO EXTENDED. PLEASE CONTACT YOUR CUSTODIAN TO CONFIRM THE DEADLINE FOR DELIVERY OF YOUR INSTRUCTIONS SO THAT THEY MAY BE PROCESSED IN A TIMELY MANNER. PLEASE NOTE THAT EUROCLEAR AND/OR CLEARSTREAM MAY IMPOSE AN EARLIER DEADLINE FOR SUBMISSION OF CONSENTS. TO ENSURE TIMELY SUBMISSION OF YOUR CONSENT PLEASE ASK YOUR ACCOUNT HOLDER TO CHECK WITH THE RELEVANT CLEARING SYSTEM WHETHER ANY EARLIER DEADLINE IS APPLICABLE AND ENSURE THAT YOUR CONSENT IS SUBMITTED WELL BEFORE ANY SUCH DEADLINE. EVENT The Issuer is soliciting consents from the holders of the Notes to: 23 November the amendment of certain provisions of the Notes and the fiscal agency agreement dated 24 June 2011 (the Fiscal Agency Agreement ), pursuant to which the Notes were constituted, to delay certain redemption dates with respect to principal payments of the Notes, to reduce certain restructuring charges and redemption premia upon a cash redemption by the Issuer and to effect certain other consequential amendments (the amendments referred to in this paragraph 1, and described in greater detail in Schedule 1 to the Consent Solicitation Statement dated 23 November 2016 enclosed at Annex 2 (the Consent Solicitation Statement ), being, collectively, the Amendments ); and 2. instruct Lynchpin Bondholder Management (the Fiscal Agent ), in its capacity as Fiscal Agent in respect of the Notes, to enter into a supplemental fiscal agency agreement (the Supplemental Fiscal Agency Agreement ) in the form attached at Schedule 1 to the Consent Solicitation Statement with the Issuer to effect the Amendments. Details of the Amendments are provided in the Consent Solicitation Statement. DEADLINE Electronic instructions must be submitted by your Euroclear or Clearstream participant no later than 5 p.m. Central European Time on 8 December 2016 (the Expiration Time ). The

2 Consent Solicitation may be extended by the Issuer, in which case the Expiration Time will be extended to 5 p.m. Central European Time on such new date as is specified by the Issuer. If you are a holder of Notes through a broker, dealer, commercial bank, custodian or Euroclear or Clearstream account holder (each an Account Holder ) you must contact your Account Holder and instruct them to execute and deliver a Consent on your behalf. Please give ample time to allow such person to process your instructions and meet the Expiration Time for delivery of Consents. To ensure timely receipt of your instructions, please check with your Account Holder for clarification as to the processing time required and deliver the appropriate materials well before that time. Please note that Euroclear and/or Clearstream may impose an earlier deadline for the submission of Consents. To ensure timely submission of your Consent, please ask your Account Holder to check with the relevant Clearing System as to whether any earlier deadline is applicable and ensure your Consent is submitted well before any such deadline. STEPS TO BE TAKEN In the event that you hold Notes on behalf of one or more clients that are holders of the Notes, you should: (i) distribute the enclosed materials to your clients who are holders of the Notes; (ii) obtain your clients votes; and (iii) ask your Account Holder to submit an electronic instruction in respect of the relevant Notes. In the event that you hold an interest in Notes for your own account you should review the enclosed materials carefully and ask your Account Holder to submit an electronic instruction in respect of your Notes. 1. DISTRIBUTING MATERIALS Enclosed are materials for you to send to your clients who are holders of the Notes, including: (i) a letter to clients (Annex 1) (the Letter to Clients ); (ii) the Consent Solicitation Statement (Annex 2); and (iii) a customer reply form (Annex 3) (the Customer Reply Form ). Please contact either: (a) (b) Matthew Sheridan ( ; msheridan@sidley.com) or Stephen Charest ( ; scharest@sidley.com) of our legal counsel, Sidley Austin LLP; or Lynchpin Bondholder Management (in its capacity as Tabulation Agent), whose contact details are as follows: Lynchpin Bondholder Management Wellington Plaza, 4th Floor, Suite 402 Central, Hong Kong Attention: Sam Fuller Telephone Number: Facsimile: mobile8info@lynchpinbm.com, to obtain electronic copies of these documents upon proof of holding if they have not already been ed to you, so that you can forward to your clients. 2

3 2. COLLECTING YOUR CLIENTS VOTES Your clients must provide their votes through your institution and you may use the Customer Reply Form for this purpose. 3. VOTING DETAILS Account Holders must submit electronic instructions to Euroclear or Clearstream for each of their clients. Enclosed for the consideration of you or your clients (if you are holding for one or more clients) is the Consent Solicitation Statement relating to the solicitation ( Consent Solicitation ) by the Issuer of consents ( Consents ) to the Amendments. Consents are being sought from holders of the Notes in accordance with the terms of the Fiscal Agency Agreement. Once given, a Consent cannot be revoked and will be binding on all subsequent transferees of the Notes with respect to which such Consent is given. We are asking you to contact your clients for whom you hold Notes in your name or in the name of your nominee. Enclosed is a copy of each of: (i) the Letter to Clients (Annex 1); (ii) the Consent Solicitation Statement (Annex 2); and (ii) the Customer Reply Form (Annex 3) for holders (which may be sent to your clients for whom you hold Notes), with space provided for obtaining the client s instructions with respect to the Consent Solicitation. YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS SOON AS POSSIBLE. AS DESCRIBED MORE FULLY IN THE CONSENT SOLICITATION STATEMENT, THE CONSENT SOLICITATION WILL EXPIRE AT THE EXPIRATION TIME. Any questions and requests for assistance in completing and delivering Consents or the Customer Reply Form, as applicable, or requests for additional copies of the Consent Solicitation Statement or the Customer Reply Form should be directed to either: 1. Matthew Sheridan ( ; msheridan@sidley.com) or Stephen Charest ( ; scharest@sidley.com) of our legal counsel, Sidley Austin LLP; or 2. Lynchpin Bondholder Management (in its capacity as Tabulation Agent), whose contact details are as follows: Lynchpin Bondholder Management Wellington Plaza, 4th Floor, Suite 402 Central, Hong Kong Attention: Sam Fuller Telephone Number: Facsimile: mobile8info@lynchpinbm.com 3

4 Lynchpin Bondholder Management (as Tabulation Agent) will provide the Issuer, the Fiscal Agent and the Common Depositary with a certification of the results of the Consent Solicitation following the Expiration Time, and the Issuer, the Fiscal Agent and the Common Depositary shall rely on the tabulation of the votes as set out in such certificate (and each holder of Notes that provides a Consent agrees that they shall be permitted to do so and protected in so doing). NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AGENT OR AFFILIATE OF THE ISSUER OR THE FISCAL AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE CONSENT SOLICITATION, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE CONSENT SOLICITATION STATEMENT AND THE CUSTOMER REPLY FORM. The Fiscal Agent expresses no view on the merits of the Amendments, but it has authorized it to be stated that it has no objection to the Consent Solicitation being made to holders of the Notes. The Fiscal Agent has not been involved in the negotiation of the terms of the Consent Solicitation and makes no representations in connection therewith. The Fiscal Agent accepts no responsibility for any of the factual statements or the effect or effectiveness of the Consent Solicitation Statement or the Supplemental Fiscal Agency Agreement. NOTHING IN THIS CONSENT SOLICITATION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF CONSENTS IN ANY JURISDICTION IN WHICH THE MAKING OF SUCH AN OFFER OR SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION. EACH HOLDER OF NOTES IS RESPONSIBLE TO ENSURE COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT IF IT PROVIDES A CONSENT. 4

5 ANNEX 1 PT SMARTFREN TELECOM TBK. LETTER TO CLIENTS Solicitation of consents from holders of US$100,000,000 Restructuring Notes due 2025 (the Notes ) issued by PT Smartfren Telecom Tbk. (the Issuer ) EVENT (ISIN XS ) The Issuer is soliciting consents from the holders of the Notes to: 23 November the amendment of certain provisions of the Notes and the fiscal agency agreement dated 24 June 2011 (the Fiscal Agency Agreement ), pursuant to which the Notes were constituted, to delay certain principal payments of the Notes, to reduce certain restructuring charges and redemption premia upon a cash redemption of the Notes by the Issuer and to effect certain other consequential amendments (the amendments referred to in this paragraph 1, and described in greater detail in Schedule 1 to the Consent Solicitation Statement dated 23 November 2016 enclosed with this letter (the Consent Solicitation Statement ), being, collectively, the Amendments ); and 2. instruct Lynchpin Bondholder Management (the Fiscal Agent ), in its capacity as Fiscal Agent in respect of the Notes, to enter into a supplemental fiscal agency agreement (the Supplemental Fiscal Agency Agreement ) in the form attached at Schedule 1 to the Consent Solicitation Statement with the Issuer to effect the Amendments. Details of the Amendments are provided in the Consent Solicitation Statement. DEADLINE Please return the customer reply form (the Customer Reply Form ) enclosed with this letter to your custodian as soon as possible. Please check with your custodian to verify the deadline. DETAILS The Issuer is soliciting (the Consent Solicitation ) consents ( Consents ) to the Amendments. Consents are being sought from the holders of the Notes (collectively, the Holders ) in accordance with paragraph 10(b) of Schedule 3 of the Fiscal Agency Agreement (Written Resolutions). The Consent Solicitation will expire at 5 p.m. Central European Time on 8 December 2016 (the Expiration Time ). The Consent Solicitation may be extended by the Issuer, in which case the Expiration Time will be extended to 5 p.m. Central European Time on such new date as is specified by the Issuer. Once given, a Consent cannot be revoked and will be binding on all subsequent transferees of the Notes with respect to which such Consent is given.

6 In order for the Amendments to be approved by holders of the Notes, they will need to be approved by holders of seventy-five percent (75%) in principal amount of the outstanding Notes (the Requisite Consents ). If the Requisite Consents are obtained, (i) the approval will take effect as an Extraordinary Resolution for the purposes of the Conditions; (ii) the Issuer and the Fiscal Agent (in its capacity as Fiscal Agent) shall execute the Supplemental Fiscal Agency Agreement to give effect to such Extraordinary Resolution; and (iii) all Holders of the Notes will be bound by such Extraordinary Resolution, the Fiscal Agency Agreement (as amended by the Supplemental Fiscal Agency Agreement) and the amended Global Notes whether or not they have provided Consents. Please ensure that you have a complete set of materials related to the Consent Solicitation, including: (i) the Consent Solicitation Statement; and (ii) a Customer Reply Form All of the Notes are held through Euroclear and Clearstream. To deliver a Consent, please take the following actions: Holders. If you are a holder of Notes through a broker, dealer, commercial bank, custodian or Euroclear or Clearstream account holder (each an Account Holder ) you must contact your Account Holder and instruct them to execute and deliver a Consent on your behalf. You can use the enclosed Customer Reply Form to instruct your Account Holder. Please give ample time to allow such person to process your instructions and meet the Expiration Time for delivery of Consents. To ensure timely receipt of your instructions, please check with your Account Holder for clarification as to the processing time required and deliver the appropriate materials well before that time. If such person does not have adequate time to process your instructions, your Consent will not be given effect. You have been provided with a Customer Reply Form that you may be required to use in order to provide your instructions. Account Holders. If you are an Account Holder holding a position in the Notes, you must submit an electronic instruction to Euroclear or Clearstream. Please feel free to direct any questions you may have concerning the Consent Solicitation to either: 1. Matthew Sheridan ( ; msheridan@sidley.com) or Stephen Charest ( ; scharest@sidley.com) of our legal counsel, Sidley Austin LLP; or 2. Lynchpin Bondholder Management (in its capacity as Tabulation Agent), whose contact details are as follows: Lynchpin Bondholder Management Wellington Plaza, 4th Floor, Suite 402 Central, Hong Kong Attention: Sam Fuller Telephone Number: Facsimile: mobile8info@lynchpinbm.com 6

7 Lynchpin Bondholder Management (as Tabulation Agent) will provide Issuer, the Fiscal Agent and the Common Depositary with a certification of the results of the Consent Solicitation following the Expiration Time, and the Issuer, the Fiscal Agent and the Common Depositary shall rely on the tabulation of the votes as set out in such certificate (and each Holder that provides a Consent agrees that they shall be permitted to do so and protected in so doing). Yours very truly, PT Smartfren Telecom Tbk. 7

8 ANNEX 2 CONSENT SOLICITATION STATEMENT PT SMARTFREN TELECOM TBK. Solicitation of consents from holders of US$100,000,000 Restructuring Notes due 2025 (the Notes ) issued by PT Smartfren Telecom Tbk. (the Issuer ) (ISIN Number XS ) Unless otherwise indicated, capitalized words and phrases used in this Consent Solicitation Statement have the meaning provided in the Fiscal Agency Agreement (as defined below). The Issuer is soliciting consents from the holders of the Notes to: 1. the amendment of certain provisions of the Notes and the fiscal agency agreement dated 24 June 2011 (the Fiscal Agency Agreement ), pursuant to which the Notes were constituted, to delay certain redemption dates with respect to certain principal payments of the Notes, to reduce certain restructuring charges and redemption premia upon a cash redemption by the Issuer and to effect certain other consequential amendments (the amendments referred to in this paragraph 1, and described in greater detail in Schedule 1 to this Consent Solicitation Statement, being, collectively, the Amendments ); and 2. instruct Lynchpin Bondholder Management (the Fiscal Agent ), in its capacity as Fiscal Agent in respect of the Notes, to enter into a supplemental fiscal agency agreement (the Supplemental Fiscal Agency Agreement ) in the form attached at Schedule 1 to this Consent Solicitation Statement with the Issuer to effect the Amendments. Details of the Amendments are provided in this Consent Solicitation Statement. Consents are being sought from all holders of the Notes (each a Holder ) in accordance with the terms of the Fiscal Agency Agreement. Holders of the Notes are requested to read and carefully consider the information contained herein and to give their Consent to the Amendments in accordance with the instructions set forth herein and by no later than the Expiration Time. Once given, a Consent cannot be revoked and will be binding on all subsequent transferees of the Notes with respect to which such Consent is given. The delivery of Consents by a Holder will be deemed to have occurred upon receipt by the relevant Clearing System of a valid Consent instruction in favor of the Amendments in accordance with the requirements of such Clearing System. The receipt of such Consent by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of relevant Notes in the relevant Clearing System so that no transfers may be effected in relation to such Notes. The Tabulation Agent will, as soon as practicable following the Expiration Time, notify the Issuer, the Fiscal Agent and the Common Depositary of the Consents received. Holders who deliver or arrange to have delivered on their behalf Consents must take the appropriate steps through the relevant Clearing System to ensure that no transfers may be effected in relation to such blocked Notes at any time after such date until the relevant

9 Extraordinary Resolution has been implemented by means of execution of the Supplemental Fiscal Agency Agreement, in each case in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System. By blocking its Notes in the relevant Clearing System, each such Holder will be deemed to consent to the relevant Clearing System providing details concerning such Holder s identity to the Tabulation Agent. None of the Issuer or the Fiscal Agent makes any recommendation as to whether or not Holders should consent to the Amendments. The Fiscal Agent expresses no view on the merits of the Amendments, but it has authorized it to be stated that it has no objection to the Consent Solicitation being made to Holders. The Fiscal Agent has not been involved in the negotiation of the terms of the Consent Solicitation and makes no representations in connection therewith. The Fiscal Agent accepts no responsibility for any of the factual statements or the effect or effectiveness of the Consent Solicitation Statement or the Supplemental Fiscal Agency Agreement. The Amendments are subject to the approval of the holders of seventy-five percent (75%) in principal amount of the outstanding Notes (the Requisite Consents ). If the Requisite Consents are obtained: (i) the approval will take effect as an Extraordinary Resolution for the purposes of the Conditions; (ii) the Issuer and the Fiscal Agent (in its capacity as Fiscal Agent) shall execute the Supplemental Fiscal Agency Agreement to give effect to such Extraordinary Resolution; and (ii) all Holders will be bound by such Extraordinary Resolution, the Fiscal Agency Agreement (as amended by the Supplemental Fiscal Agency Agreement) and the amended Global Notes whether or not they have provided Consents. THE CONSENT SOLICITATION WILL EXPIRE AT 5 P.M. CENTRAL EUROPEAN TIME ON 8 DECEMBER 2016 (THE EXPIRATION TIME ) UNLESS EXTENDED BY THE ISSUER, IN WHICH EVENT, THE EXPIRATION TIME WILL BE 5 P.M. CENTRAL EUROPEAN TIME ON THE DATE TO WHICH THE CONSENT SOLICITATION IS SO EXTENDED. PLEASE CONTACT YOUR CUSTODIAN TO CONFIRM THE DEADLINE FOR DELIVERY OF YOUR INSTRUCTIONS SO THAT THEY MAY BE PROCESSED IN A TIMELY MANNER. PLEASE NOTE THAT EUROCLEAR AND/OR CLEARSTREAM MAY IMPOSE AN EARLIER DEADLINE FOR SUBMISSION OF CONSENTS. TO ENSURE TIMELY SUBMISSION OF YOUR CONSENT PLEASE ASK YOUR ACCOUNT HOLDER TO CHECK WITH THE RELEVANT CLEARING SYSTEM WHETHER ANY EARLIER DEADLINE IS APPLICABLE AND ENSURE THAT YOUR CONSENT IS SUBMITTED WELL BEFORE ANY SUCH DEADLINE. 23 November

10 1. IMPORTANT INFORMATION Only Account Holders (as defined below) with Euroclear or Clearstream (the Clearing Systems ) are eligible to consent to the Amendments. All Notes are registered in the name of a nominee for the common depository for the Clearing Systems. The Notes are recorded on the books of the Clearing Systems in the names of the Account Holders who hold the Notes for the holders. For purposes of the Consent Solicitation, only brokers, dealers, commercial banks or custodians who have accounts with Euroclear and Clearstream (each an Account Holder ) are permitted to submit instructions regarding votes as if they were the holders of the Notes held of record at the common depository. Accordingly, for purposes of the Consent Solicitation, the term Holder shall be deemed to include such Account Holders. Holders who wish to consent to the Amendments must deliver their instructions to the Clearing Systems. Consents should not be delivered to the Issuer or the Fiscal Agent. The delivery of Consents by a Holder will be deemed to have occurred upon receipt by the relevant Clearing System of a valid Consent instruction in favor of the Amendments in accordance with the requirements of such Clearing System. The receipt of such Consent by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of relevant Notes in the relevant Clearing System so that no transfers may be effected in relation to such Notes. The Tabulation Agent will, as soon as practicable following the Expiration Time, notify the Issuer, the Fiscal Agent and the Common Depositary of the Consents received. Holders who deliver or arrange to have delivered on their behalf Consents must take the appropriate steps through the relevant Clearing System to ensure that no transfers may be effected in relation to such blocked Notes at any time after such date until the relevant Extraordinary Resolution has been implemented by means of execution of the Supplemental Fiscal Agency Agreement, in each case in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System. By blocking its Notes in the relevant Clearing System, each such Holder will be deemed to consent to the relevant Clearing System providing details concerning such Holder s identity to the Tabulation Agent. Under no circumstances should any person tender or deliver Notes to the Issuer or the Fiscal Agent at any time. 2. PURPOSE OF CONSENT SOLICITATION (a) Purpose and Effect of Consent Solicitation The purpose of the Consent Solicitation is to obtain the Requisite Consents of the Holders to the Amendments. The Amendments are described in more detail below. (b) Summary of the Amendments The Issuer seeks consent from the Holders to the amendment of the Fiscal Agency Agreement and the terms and conditions of the Notes to delay certain redemption dates with respect to certain principal payments of the Notes, to reduce certain restructuring charges and redemption premia upon a cash redemption by the Issuer and to effect certain other consequential amendments. These changes are intended to spur the Issuer to make cash payment instead of Shares pursuant to the optional conversion features of the Original Fiscal Agency Agreement. The changes are

11 further intended to extend the Issuer s maturity profile and conserve cash to support the Issuer s capital expenditures and working capital expenses associated with its significant investment in its 4G LTE cellular network, allowing more time for the Issuer to grow and be able to repay the Notes in cash. 3. THE CONSENT SOLICITATION (a) General The Issuer is soliciting Consents from all Holders. Consents must be properly delivered prior to the Expiration Time. In order for the Amendments to be approved by holders of the Notes, they will need to be approved by the Requisite Consents. If the Requisite Consents are obtained, (i) the approval will take effect as an Extraordinary Resolution for the purposes of the Conditions; (ii) the Issuer and the Fiscal Agent shall execute the Supplemental Fiscal Agency Agreement to give effect to such Extraordinary Resolution; and (iii) all holders of the Notes will be bound by such Extraordinary Resolution, the Fiscal Agency Agreement (as amended by the Supplemental Fiscal Agency Agreement) and the amended Global Notes whether or not they have provided Consents. Holders who wish to provide a Consent and whose Notes are held in the name of an Account Holder, must contact such Account Holder promptly and instruct such nominee, as the Holder of such Notes, to promptly execute and deliver a Consent on behalf of the Holder prior to the Expiration Time. (b) Procedure for Consenting All Consents that are properly executed and delivered at the Expiration Time will be given effect in accordance with the specifications herein and therein. At the date of this Consent Solicitation Statement, all of the Notes are registered in the name of a nominee for the common depository for the Clearing Systems. The Notes are recorded on the books of the Clearing Systems in the names of Account Holders who hold Notes for the holders thereof. In order to cause Consents to be delivered with respect to Notes held through the Clearing System, Account Holders must submit electronic instructions to the Clearing Systems. A Holder of Notes held through an Account Holder must provide appropriate instructions to such person in order to instruct the Account Holder to vote on the Consent Solicitation. Holders of the Notes are urged to contact such person that holds Notes for them if they wish to deliver a Consent. Under no circumstances should any person tender or deliver Notes to the Issuer or the Fiscal Agent at any time. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Consents will be resolved by the Issuer, whose determinations will (in the absence of manifest error) be binding. The Issuer reserves the absolute right to reject any or all Consents that are not in proper form or the acceptance of which could, in the opinion of its counsel, be unlawful. The Issuer also reserves the right to 11

12 waive any irregularities in connection with deliveries, which the Issuer may require to be cured within such time as the Issuer determines. None of the Issuer or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. The Issuer s interpretation of the terms and conditions of the Consent Solicitation (including this Consent Solicitation Statement and the instructions hereto and thereto) will (in the absence of manifest error) be final and binding on all parties. (c) Expiration Time The Consent Solicitation will expire at the Expiration Time. The Consent Solicitation may be extended by the Issuer, in which case the Expiration Time will be extended to 5 p.m. Central European Time on such new date as is specified by the Issuer. Please note that Euroclear and/or Clearstream may impose an earlier deadline for the submission of Consents. To ensure timely submission of your Consent, please ask your Account Holder to check with the relevant Clearing System as to whether any earlier deadline is applicable and ensure your Consent is submitted well before any such deadline. (d) Revocation of Consents Once given, a Consent cannot be revoked and will be binding on all subsequent transferees of the Notes with respect to which such Consent is given. 4. MISCELLANEOUS No person has been authorized to give any information or make any representations other than those contained herein or in any other materials, and, if given or made, such information or representations must not be relied upon as having been authorized by the Issuer, the Fiscal Agent or any other person. The statements made in this Consent Solicitation Statement are made as of the date on the cover page. The delivery of this Consent Solicitation Statement and the accompanying materials shall not, under any circumstances, create any implication that the information contained herein is correct as of a later date. Recipients of this Consent Solicitation Statement and the accompanying materials should not construe the contents hereof or thereof as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and/or tax advisor as to legal, business, tax and related matters concerning this Consent Solicitation. The solicitation of Consents disclosed herein, and all Consents delivered in relation thereto (and any non-contractual obligations arising out of or in relation thereto), shall, in each case, be governed by and construed in accordance with English law. NOTHING IN THIS CONSENT SOLICITATION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF CONSENTS IN ANY JURISDICTION IN WHICH THE MAKING OF SUCH AN OFFER OR SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION. EACH HOLDER OF NOTES IS RESPONSIBLE TO ENSURE COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT IF IT PROVIDES A CONSENT. 12

13 Requests for additional copies of this Consent Solicitation Statement or other related documents should be directed to either: 1. Matthew Sheridan ( ; or Stephen Charest ( ; of our legal counsel, Sidley Austin LLP; or 2. Lynchpin Bondholder Management (in its capacity as Tabulation Agent), whose contact details are as follows: Lynchpin Bondholder Management Wellington Plaza, 4th Floor, Suite 402 Central, Hong Kong Attention: Sam Fuller Telephone Number: Facsimile: mobile8info@lynchpinbm.com Lynchpin Bondholder Management (as Tabulation Agent) will provide the Issuer, the Fiscal Agent and the Common Depositary with a certification of the results of the Consent Solicitation following the Expiration Time, and the Issuer, the Fiscal Agent and the Common Depositary shall rely on the tabulation of the votes as set out in such certificate (and each Holder that provides a Consent agrees that they shall be permitted to do so and protected in so doing). 13

14 SCHEDULE 1 FORM OF SUPPLEMENTAL FISCAL AGENCY AGREEMENT SUPPLEMENTAL FISCAL AGENCY AGREEMENT TO A FISCAL AGENCY AGREEMENT DATED 24 JUNE 2011 IN RELATION TO US$100,000,000 RESTRUCTURING NOTES DUE between - PT SMARTFREN TELECOM TBK. - and - LYNCHPIN BONDHOLDER MANAGEMENT AS FISCAL AGENT dated [ ] 2016

15 THIS SUPPLEMENTAL FISCAL AGENCY AGREEMENT (this Supplemental Fiscal Agency Agreement ) is entered into on [ ] 2016, between PT Smartfren Telecom Tbk. (the Issuer ) and Lynchpin Bondholder Management, as fiscal agent (the Fiscal Agent ). RECITALS WHEREAS, the Issuer and the Fiscal Agent (in its capacity as Fiscal Agent) entered into the Fiscal Agency Agreement, dated 24 June 2011 (the Original Fiscal Agency Agreement ), relating to the Issuer s US$100,000,000 Restructuring Notes Due 2025 (the Notes ). WHEREAS, the Issuer and the Fiscal Agent have agreed to amend the Original Fiscal Agency Agreement as set out in this Supplemental Fiscal Agency Agreement. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Fiscal Agency Agreement hereby agree as follows: Section 1. General 1.1 Capitalized terms used herein and not otherwise defined herein are used as defined in the Original Fiscal Agency Agreement. 1.2 The rules of interpretation and construction of the Original Fiscal Agency Agreement shall apply to this Supplemental Fiscal Agency Agreement as if set out herein, save that references in the Original Fiscal Agency Agreement to this Agreement shall be construed as references to this Supplemental Fiscal Agency Agreement. 1.3 This Supplemental Fiscal Agency Agreement is a Finance Document. Section 2. With effect on and from the date of this Supplemental Fiscal Agency Agreement, the Original Fiscal Agency Agreement shall be amended by: 2.1 amending the definition of Agreement in the Original Fiscal Agency Agreement to include the Original Fiscal Agency Agreement as amended by this Supplemental Fiscal Agency Agreement; 2.2 the addition of the following definition, immediately before the definition of Clearing Systems in Section 1.1 (Definitions) of the Original Fiscal Agency Agreement: Change of Control means, with respect to the Issuer, any merger, consolidation or acquisition of the Issuer with, by or into another corporation, entity or person (unless such corporation, entity or person is directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Issuer on the date of this Supplemental Fiscal Agency Agreement); or any change in the ownership of more than fifty percent (50%) of the voting capital stock of the Issuer in one or more related transactions (although any voting capital stock that, following such change in ownership, is owned by a corporation, entity or person that is directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Issuer 15

16 on the date of this Supplemental Fiscal Agency Agreement, will be deemed not to have changed ownership for purposes of this definition). 2.3 deleting the definition of Final Maturity Date in Section 1.1 (Definitions) of the Original Fiscal Agency Agreement in its entirety and replacing it with the following: Final Maturity Date means 31 December deleting the definition of Interest Rate in Section 1.1 (Definitions) of the Original Fiscal Agency Agreement in its entirety and replacing it with the following: Interest Rate means: (a) from and including 31 December 2016, to and including 31 December 2020, one point five percent (1.5%) per annum; and (b) from and including 1 January 2021, to and including 31 December 2028, two percent (2.0%) per annum; subject to adjustment from time to time in accordance with Condition 5.2 (Margin Ratchet). 2.5 deleting the definition of Notes in Section 1.1 (Definitions) of the Original Fiscal Agency Agreement in its entirety and replacing it with the following: Notes means US$100,000,000 restructuring notes deleting the second sentence in Section 2.1 (Amount of the Notes) of the Original Fiscal Agency Agreement; 2.7 deleting the Section 8.1 (Governing Law) of the Original Fiscal Agency Agreement in its entirety and replacing it with the following: This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law. 2.8 deleting the reference to 31 December 2025 and replacing it with 31 December 2028 in the title and paragraphs 1 and 4 of Schedule 1 (Form of Global Note) of the Original Fiscal Agency Agreement; 2.9 adding the following sentence to the end of paragraph 16 in Schedule 1 (Form of Global Note) of the Original Fiscal Agency Agreement: The rights to terminate, rescind or agree to any variation, waiver or settlement under this Global Note pursuant to the terms of the Agency Agreement are not subject to the consent of any person, other than as provided in the Agency Agreement deleting paragraph 18 of Schedule 1 (Form of Global Note) of the Original Fiscal Agency Agreement in its entirety and replacing it with the following: This Global Note, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law. 16

17 2.11 deleting the last sentence of the italicized preamble in Appendix B (Terms and Conditions) of Schedule 1 of the Original Fiscal Agency Agreement in its entirety and replacing it with the following: Unless otherwise indicated, capitalized words and phrases used herein have the meaning provided in the fiscal agency agreement dated June 2011, as amended by the supplemental fiscal agency agreement dated [ ], 2016, pursuant to which the Notes were constituted deleting Condition 7.1 (Scheduled Redemption) in Appendix B (Terms and Conditions) of Schedule 1 of the Original Fiscal Agency Agreement and replacing it with the following: 7.1 Scheduled Redemption (a) On each date set out below (each a Redemption Date ) the Issuer will redeem the US Dollar amount of the New Notes set out opposite such Redemption Date ( Redemption Amount ) on a pro rata basis. Date 31 December December December December December December December December December December 2028 Amount US$10,000,000 US$10,000,000 US$10,000,000 US$10,000,000 US$10,000,000 US$10,000,000 US$10,000,000 US$10,000,000 US$10,000,000 US$10,000,000 (b) In the event of any partial redemption of the Notes by the Issuer in accordance with Condition 4.10 (Debt Buy-Backs) or Condition 7.2 (Early Redemptions), the Redemption Amounts shall be reduced by the aggregate principal amount of Notes redeemed in inverse chronological order deleting clause (a) of Condition 7.2 (Early Redemption) in Appendix B (Terms and Conditions) of Schedule 1 of the Original Fiscal Agency Agreement and replacing it with the following: (a) In the event that the Issuer raises any additional Financial Indebtedness with a principal amount in excess of US$10,000,000 (other than pursuant to Financial Indebtedness incurred prior to 15 November 2016), the Issuer shall apply the Net Refinancing Amount in redemption of the Notes on a pro rata basis within thirty (30) calendar days of receipt of the proceeds of such additional Financial Indebtedness deleting Condition 7.4 (Accelerated Repayment Schedule) in Appendix B (Terms and Conditions) of Schedule 1 of the Original Fiscal Agency Agreement in its entirety and replacing it with the following: 17

18 7.4 Accelerated Repayment Schedule (a) Upon not less than 30 days prior written notice to the Holders of the Notes, the Issuer may at its option redeem the Notes, in whole but not in part, for cash, and not Shares, on any Interest Payment Date at a redemption price equal to: (i) if the Notes are redeemed pursuant to this Condition 7.4 on or prior to 31 December 2021, the sum of all remaining and unpaid Redemption Amounts and any accrued and unpaid interest to the redemption date (but excluding the Restructuring Charges and any Redemption Premiums) and (ii) if the Notes are redeemed pursuant to this Condition 7.4 after 31 December 2021, the sum of all remaining and unpaid Redemption Amounts, any accrued and unpaid interest to the redemption date and the Restructuring Charges (but excluding any Redemption Premiums). (b) Upon a Change of Control, all unpaid Restructuring Charges will be immediately due and payable in cash, and not Shares, on the next scheduled Interest Payment Date, but Redemptions Amounts and Redemption Premiums will continue to be payable, and interest will continue to accrue, in accordance with the terms of the Notes deleting each reference to 2026 and replacing it with 2029, and deleting each reference to 2027 and replacing it with 2030, appearing in Condition 7.5 (Restructuring Charge) in Appendix B (Terms and Conditions) of Schedule 1 of the Original Fiscal Agency Agreement; 2.16 adding the following sentence to the end of Condition 14 (Contracts (Rights of Third Parties) Act 1999) in Appendix B (Terms and Conditions) of Schedule 1 of the Original Fiscal Agency Agreement: The rights to terminate, rescind or agree to any variation, waiver or settlement under these Conditions pursuant to the terms of the Agency Agreement are not subject to the consent of any person, other than as provided in the Agency Agreement. Section 3. The provisions of the Original Fiscal Agency Agreement shall, save as amended by this Supplemental Fiscal Agency Agreement, continue in full force and effect, and shall be read and construed as one document with this Supplemental Fiscal Agency Agreement. Section 4. Immediately following execution of this Supplemental Fiscal Agency Agreement, the Fiscal Agent shall require the Holder to deliver the original Global Note to the Fiscal Agent so that the Fiscal Agent may exchange it for a new Global Note that reflects the changed terms. However, the effectiveness of the amendments provided for in this Supplemental Fiscal Agency Agreement shall not be affected by any failure to exchange the Global Note in this fashion. Section 5. This Supplemental Fiscal Agency Agreement (and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with English law. Section 6. This Supplemental Fiscal Agency Agreement is entered into in the languages of English and Bahasa Indonesia. The parties hereto 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 18

19 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 hereto. The Bahasa Indonesia version of this Supplemental Fiscal Agency Agreement shall not create any duplication of the rights or obligations of the parties. The parties agree and undertake that they will not (and will not allow or assist any other party to) in any manner or forum, (x) challenge the validity of, or raise or file any objection to, the transaction or this Supplemental Fiscal Agency Agreement, (y) defend its non-performance or breach of its obligations under this Supplemental Fiscal Agency Agreement on the basis of any failure to comply with Law 24 and (z) allege that this Supplemental Fiscal Agency Agreement is against public policy or otherwise does not constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms. Section 7. This Supplemental Fiscal Agency Agreement may be signed in various counterparts which together will constitute one and the same instrument. 19

20 THIS SUPPLEMENTAL FISCAL AGENCY AGREEMENT has been entered into on the date first above written. PT SMARTFREN TELECOM TBK. By: Name: Title: By: Name: Title: LYNCHPIN BONDHOLDER MANAGEMENT, as Fiscal Agent By: Name: Title: 20

21 SCHEDULE 2 FORM OF WRITTEN RESOLUTION OF COMMON DEPOSITARY OR ITS NOMINEE (AS REGISTERED HOLDER OF THE NOTES) The text of the Extraordinary Resolution is as follows: WRITTEN RESOLUTION IN RELATION TO THE NOTES The [Common Depositary/nominee], as the sole registered Holder (the Holder ) of the US$100,000,000 Restructuring Notes due 2025 (the Notes ) issued by PT Smartfren Telecom Tbk. (the Issuer ) (ISIN XS ) and constituted by a Fiscal Agency Agreement dated 24 June 2010, made between the Issuer and Lynchpin Bondholder Management (the Fiscal Agent ), hereby RESOLVES (pursuant to paragraph 10(b) of Schedule 3 of the Fiscal Agency Agreement (Written Resolutions)), hereby (capitalized terms not otherwise defined have the meaning ascribed to them in the Consent Solicitation Statement): (a) (b) (c) (d) (e) (f) (g) consents to the Amendments; votes in favor of the Amendments by executing this written resolution; instructs the Fiscal Agent to enter into the Fiscal Agency Agreement to effect the Amendments; acknowledges and agrees that none of the Fiscal Agent, the Tabulation Agent or the Common Depositary shall be liable or responsible for any loss, damage, cost charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever or inconvenience which may result from anything done or omitted to be done by it in connection with any of the foregoing; authorizes, requests, empowers and directs the Fiscal Agent to concur in and to execute and do, all such other deeds, instruments, acts and things, and to take all steps as may be necessary or, in the written opinion of the Issuer (which written opinion may be relied upon by the Fiscal Agent without enquiry or liability) desirable or expedient to carry out and give effect to the Extraordinary Resolution and Amendments including, without limitation, the execution of any documentation required to amend the Fiscal Agency Agreement, the Conditions and the Global Notes; sanctions every abrogation, modification, compromise or arrangement in respect of its rights against the Issuer (whether or not such rights arise under the Fiscal Agency Agreement) involved in or resulting from the approvals, authorizations and actions referred to in this Consent; and agrees to discharge and exonerate the Fiscal Agent and the registered Holder of the Notes from all liability for which it may become responsible under the Fiscal Agency Agreement or the Notes or any other deeds or documents referred to in the Consent Solicitation Statement in respect of any act or omission in connection with this Consent or its implementation or in connection with the Extraordinary Resolution. 21

22 ANNEX 3 CUSTOMER REPLY FORM PT SMARTFREN TELECOM TBK. For holders to instruct custodians to deliver consents in relation to the US$100,000,000 Restructuring Notes due 2025 (the Notes ) issued by PT Smartfren Telecom Tbk. (the Issuer ) (ISIN XS ) PURSUANT TO THE CONSENT SOLICITATION STATEMENT DATED 23 NOVEMBER 2016 Unless otherwise indicated, capitalized words and phrases used in this Customer Reply Form have the meaning provided in the consent solicitation statement dated 23 November 2016 (the Consent Solicitation Statement ) enclosed with this Customer Reply Form. Please contact the broker, dealer, commercial bank, or custodian (each an Account Holder ) through which you hold your Notes if you wish to instruct such Account Holder to deliver a Consent. They may require you to complete this Customer Reply Form or they may require you to use another form in order to provide your instructions. If this Customer Reply Form is used, please read and follow the instructions set forth herein. STEP 1. Please read and follow the instructions of this Customer Reply Form carefully. STEP 2. You must complete, sign and date where requested and return the Customer Reply Form promptly to the Account Holder that holds your Notes at Euroclear or Clearstream. The Consent Solicitation will expire at 5 p.m. Central European Time on 8 December 2016 (the Expiration Time ) The Consent Solicitation may be extended by the Issuer, in which case the Expiration Time will be extended to 5 p.m. Central European time on such new date as is specified by the Issuer. However, your Customer Reply Form must be received by your Account Holder with ample time before the Expiration Time to process such instructions. THE CONSENT SOLICITATION WILL EXPIRE AT 5 P.M. CENTRAL EUROPEAN TIME ON 8 DECEMBER 2016 UNLESS EXTENDED BY THE ISSUER, IN WHICH EVENT, THE CONSENT SOLICITATION WILL EXPIRE AT 5 P.M. CENTRAL EUROPEAN TIME ON THE DATE TO WHICH THE CONSENT SOLICITATION IS SO EXTENDED. PLEASE CONTACT YOUR ACCOUNT HOLDER TO CONFIRM THE DEADLINE FOR DELIVERY SO THAT YOUR INSTRUCTIONS MAY BE PROCESSED IN A TIMELY MANNER. IF YOUR COMPLETED CUSTOMER REPLY FORM IS NOT RECEIVED IN A TIMELY MANNER, THE CONSENT WITH RESPECT TO YOUR NOTES WILL NOT BE VALID. PLEASE NOTE THAT EUROCLEAR AND/OR CLEARSTREAM MAY IMPOSE AN EARLIER DEADLINE FOR THE SUBMISSION OF CONSENTS. TO ENSURE TIMELY SUBMISSION OF YOUR CONSENT, PLEASE ASK YOUR ACCOUNT HOLDER TO CHECK WITH THE RELEVANT CLEARING SYSTEM AS TO WHETHER ANY EARLIER DEADLINE IS APPLICABLE AND ENSURE YOUR CONSENT IS SUBMITTED WELL BEFORE ANY SUCH DEADLINE. This Customer Reply Form is to be used by the holders of the Notes that wish to deliver a Consent pursuant to the Consent Solicitation described in the Consent Solicitation Statement which this Customer Reply Form accompanies. Only Account Holders may validly deliver Consents. The undersigned holder of Notes should complete and execute the following

23 Customer Reply Form and deliver it to the Account Holder that solicited such instructions in order to take part in the Consent Solicitation. NOTHING IN THIS CONSENT SOLICITATION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF CONSENTS IN ANY JURISDICTION IN WHICH THE MAKING OF SUCH AN OFFER OR SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION. EACH HOLDER OF NOTES IS RESPONSIBLE TO ENSURE COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT IF IT PROVIDES A CONSENT. 23

24 CONSENT INSTRUCTIONS COMPLETED CONSENT INSTRUCTIONS MUST BE DELIVERED TO YOUR CUSTODIAN BEFORE THE EXPIRATION TIME 1. CONSENT The undersigned: (a) (b) certifies that it is the holder of the aggregate principal amount of Notes specified below; and represents and warrants that: (i) (ii) it is not a US Person (as defined in Regulation S under the United States Securities Act of 1933, as amended) or a resident of the United States of America; and it is not unlawful for the undersigned to receive this Consent Solicitation or provide a Consent, and: (c) (d) (e) (f) (g) consents to the Amendments; instructs the Common Depositary or its nominee as registered Holder of the Notes to vote in favor of the Amendments by executing a written resolution in the form attached as Schedule 2 to the Consent Solicitation Statement, and further instructs the Fiscal Agent to enter into the Fiscal Agency Agreement to effect the Amendments, in the event that Requisite Consents are received; acknowledges and agrees that none of the Fiscal Agent, the Tabulation Agent or the Common Depositary shall be liable or responsible for any loss, damage, cost charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever or inconvenience which may result from anything done or omitted to be done by it in connection with any of the foregoing; hereby agrees, without prejudice to the rights of indemnity available to the Fiscal Agent pursuant to the Fiscal Agency Agreement, to indemnify, on a joint and several basis, the Fiscal Agent against all actions, proceedings, claims, demands, liabilities, losses, damages, costs, expenses and charges (together with value added tax or any similar tax charged or chargeable in respect thereof) which the Fiscal Agent or any person appointed by it (or their respective officers or employees) may incur from the exercise of the powers vested in the Fiscal Agent by or pursuant to the Fiscal Agency Agreement as requested in this Consent; authorizes, requests, empowers and directs the Fiscal Agent to concur in and to execute and do, all such other deeds, instruments, acts and things, and to take all steps as may be necessary or, in the written opinion of the Issuer (which written opinion may be relied upon by the Fiscal Agent without enquiry or liability) desirable or expedient to carry out and give effect to the 24