Brief History Prospectus Limited Public Offering I

- 43 - The amendments to the article 1 paragraph 1, article 3 and article 4 of the Company’s Articles of Association have been approved by MOLHR pursuant to its Decree No. AHU.54545.AH.01.02.Tahun 2010 dated 22 November 2010 and have been registered in the Company Register under No. AHU-0084333.AH.01.09.Tahun 2010 dated 22 November 2010. The amendments to the other articles have been notified to MOLHR pursuant to Notification Letter No. AHU-AH.01.10-30299 dated 25 November 2010, and have been registered in the Company Register under No. AHU-0085705.AH.01.09.Tahun 2010 dated 25 November 2010. 2. Deed of Statement of Resolutions of Extraordinary General Meeting of Shareholders No. 40 dated 8 December 2011, drawn before FathiahHelmi, S.H., Notary in Jakarta “Deed No. 402011”, whereby the shareholders of the Company resolved to amend the article 17 paragraph 1 of the Articles of Association regarding the Board of Commissioners, into “The Board of Commissioners consists of at least 2 Commissioners and a maximum of 7 Commissioners, 2 of which shall be appointed as the President Commissioner and the Vice President Commissioner”. Such amendment has been notified to MOLHR pursuant to Notification Letter No. AHU-AH.01.10-40244 dated 12 December 2011 and registered in the Company Register under No. AHU-0101199.AH.01.09.Tahun 2011 dated 12 December 2011. As of the issuance date of this Prospectus, the Company has 2 plants which are located at Jl. Raya Anyer Km. 123, Ciwandan, Cilegon, Banten 42447 and Jl. Raya Bojonegara, Desa Mangunreja, Kecamatan Bojonegara, KabupatenSerang, Banten 42456. In conducting its core business, the Company has obtained the following licenses: No. License Holder Remarks Expiry Date General Licenses 1. Company Registration Certificate “TDP” Company  TDP No. 09.02.1.20.24999 dated 7 January 2011, for the main office;  TDP No. 300412000085 dated 22 March 2011, for the branch office in Cilegon.  10 January 2015;  22 March 2016. Investment License PMA 1. Company Decree of the Head of the Capital Investment Coordinating Board BKPM No. 51IUIVPMAINDUSTRI2010 dated 31 December 2010 on Merger Business License BKPM grants this license with the following details: a. Surviving Company: the Company; b. Merging Company : CA; c. Merger Company : the Company. - Operational Licenses 1. Importer’s Identification Number Company Importer’s Identification Number – Producer API-P No. 090404518-B dated 11 January 2011 issued by the Head of BKPM on behalf of the Minister of Trade. Valid as long as the importer conduct its business activities. 2. Sea Water Withdrawal Permit Ijin Pengambilan Air Laut - “SIPAL” Company Decree of Cilegon Mayor No. 658.31Kep.433-BLH2011 dated 24 August 2011 24 August 2014 SIPAL shall be renewed at least 3 month prior to its expiry date. 3. Electric Power Business License for Private Use Ijin Usaha Ketenagalistrikan untuk Kepentingan Sendiri - “IUKS” Company  IUKS Steam Turbine Generator“STG”: Decree of the Head of Industry, Trade and Cooperative Service Office of Cilegon Municipality No. 671.1147PE2012 dated 28 December 2012. 5 years since 28 December 2012 and shall be re-registered every 2 years to the Industry, Trade and Cooperative Service Office of Cilegon Municipality. Company  First IUKS Genset: Decree of the Head of Industry, Trade and Cooperative Service Office of Cilegon Municipality No. 671.1120PE2012 dated 4 October 2012;  Second IUKS Genset: Decree of the Head of Industry, Trade and Cooperative Service Office of Cilegon Municipality No. 671.1119PE2012 dated 4 October 2012. Shall be re-registered every 2 years to the Industry, Trade and Cooperative Service Office of Cilegon Municipality. Company  IUKS Genset: Decree of the Head of Industry, Trade and Cooperative Service Office of Cilegon Municipality No. 671.1148PE2012 dated 28 December 2012. 5 years since 28 December 2012 and shall be re-registered every 2 years to the Industry, Trade and Cooperative Service Office of Cilegon Municipality. 4. Power Plant Registration Letter Surat Tanda Daftar Pembangkit Tenaga Listrik Company Extension of Power Plant Registration Letter No. 671.1149PE2012 dated 28 December 2012, issued by the Head of Industry, Trade and Cooperative Service Office of Cilegon Municipality, Merk: Cummin 5 years since 28 December 2012 and shall be re-registered every 2 years to the Industry, Trade and Cooperative of Cilegon Municipality. - 44 - No. License Holder Remarks Expiry Date 5. Local DepotFuel Oil Temporary Shelter License Ijin Depot LokalTempat Penampungan Sementara Bahan Bakar Minyak Company Decree of the Head of Industry, Trade and Cooperative Service Office of Cilegon Municipality No. 670021PE2013 dated 7 March 2013 3 year since 7 March 2013 and shall be re-registered every year to the Industry, Trade and Cooperative Service Office of Cilegon Municipality. 6. Approval for Jetty Management for Private Use Persetujuan Pengelolaan Dermaga Untuk Kepentingan Sendiri Company  Decree of Minister of Transportation No. SK.27AL.106PHB-97 dated 12 August 1997; Jetty: Jetty Type T;  Decree of Minister of Transportation and Telecommunication No. 488 of 2000 dated 7 December 2000; Jetty I: Jetty Type Dolphin; Jetty II: Jetty Type Dolphin. Valid as long as the jetties are managed by the Company to support its polypropylene activities. Ex-CA  Decree of Minister of Transportation No. SK.41AL.003PHB-99 dated 23 June 1999;  Decree No. HK.50514IX.PHB-97 dated 5 February 1997 on the Recommendation for Permit to Develop CA’s Special Jetty;  Decree of Directorate General of Sea Transportation No. B XXV-1958BP703 dated 30 November 1991 on the Granting of License to CAP to Develop Temporary Jetty;  Decree No. AL.00343X.PIHBS-91 dated 3 October 1991 on the Recommendation for Permit to Develop SpecialTemporary Jetty. Valid as long as the jetties are managed to support the business activities. 7. Certain Exporter Identification TandaPengenal Perusahaan EksportirTertentu - ”TPPET” Company TPPET – Producer No. 031DJ-ILMKPETIII1998 dated 25 March 1998. As long as the Company still conduct export activities. 8 Control and Utilization Registration Certificate of Telecommunication Devices Tanda Daftar Penguasaan dan Penggunaan Perangkat Company Control and Utilization Registration Certificate of Telecommunication Devices No. 555943 S.TELDishub2012 dated 29 November 2012. November 2013 9 Loading and Unloading Company License Surat Izin Perusahaan BongkarMuat Company Decree of Banten Governor No. 552829-DHKI2011 dated 23 March 2011. The Company has submitted the Notification on Business Activities based on the Letter from the Harbor Master and Port Authority Class I of Banten, Directorate General of Sea Transportation, Minister of Transportation dated 12 February 2013 Valid since its issuance date. The Notification on Business Activities is valid until 30 April 2014. - 45 - Environmental Licenses 1. Industrial Waste Production Permit Ijin Pengeluaran Limbah Industri Company Decree of Cilegon Mayor No. 658.31Kep.432-BLH2011 dated 24 August 2011. 24 August 2013 and currently is in the process of extension pursuant to Minutes of Field Audit No. 15BAP-SIPLIIX2013 dated 18 September 2013 2. Permit to Dispose Waste Water into the Sea Ijin Pembuangan Air Limbah ke Laut Company Decree of State Minister of Environmental No. 21 of 2011. 11 February 2016 Ex-CA Decree of State Minister of Environmental No. 23 of 2011. 11 February 2016 3. Storage License for Hazardous Waste Ijin Penyimpanan Limbah Berbahaya dan Beracun Company Decree of Cilegon Mayor No. 658.31Kep.231-BLH2010 dated 23 June 2010 5 years since 23 June 2010. Ex-CA Decree of Cilegon Mayor No. 658.31Kep.265-BLH2010 dated 19 July 2010. 5 years since 19 July 2010. 4. Company Environmental Management Appraisal and Ranking Program Hasil Penilaian Peringkat Kinerja Perusahaan Dalam Pengelolaan Lingkungan Hidup - “Proper” Company Minister of Environmental has awarded a Reward on the Company Environmental Management Appraisal and Rangking Program with the grade “GREEN” to the Company – Polypropylene Plant for the period of 2011-2012. - 5. Environmental Management Efforts Report Upaya Pengelolaan Lingkungan - “UKL” and Environmental Monitoring Efforts Report Upaya Pemantauan Lingkungan - “UPL” and Environmental Impact Analysis Analisis Mengenai Dampak Lingkungan - “AMDAL” Company  Approval Letter No. 720SJXI1992 dated 13 November 1992 issued by Department of Industry of the Republic of Indonesia on Company’s Information Presentation which has been approved; - Statement Letter No. 660402UKLUPL-PDL2007 dated 12 July 2007 issued by Environmental, Mining and Energy Service Office of Cilegon Municipality on UKL and UPL of the Company’s Polypropylene Industry in Cilegon, Banten;  Statement Letter No. 660177APPL dated 18 February 2011 issued by Cilegon Environmental Agency on the Amendment to UKL-UKP Documents which have been approved; - Ex-CA  Statement Letter No. 163SJIII1992 dated 12 March 1992 issued by Secretary of General of the Department of Industry of the Republic of Indonesia on Terms of Reference of Environmental Impact Study, Cilegon-Banten; -  Statement Letter No. 583M81993 dated 9 August 1993 issued by Minister of Industry of the Republic of Indonesia on Environmental Impact Study; -  Statement Letter No. 282M21995 dated 28 February 1995 issued by Minister of Industry of the Republic of Indonesia on Environmental Management Plan Rencana Pengelolaan Lingkungan - “RKL” and Environmental Monitoring Plan Rencana Pemantauan Lingkungan - “RPL”; -  Decree of the Head of Cilegon Environmental Impact Management Board No. 66021-BpdlV2006 in May 2006 on Terms of Reference of ANDAL on Plan to Develop Ethylene Pipe of CA for Ciwandan-Bojonegara-Puloampel track, Cilegon, Serang regency, Banten province; -  Statement Letter No. 6604053-BAPEDAL2006 dated 6 October 2006 from Banten Governor on the Adequacy of ANDAL, RKL and RPL in the Plan to Develop Gas Pipe for Ciwandan-Bojonegara-Puloampel track, Cilegon. -

2. Historical change in shareholders composition

The changes in the capital structure and shareholding composition of the Company since the Merger until the date of this Prospectus are as follows: Year 2010 Pursuant to the Deed No. 232010, the shareholders of the Company approved to, among others: i increase authorized capital into Rp12,264,785,664,000.00; and ii increase the issued and paid up capital of the Company into Rp3,066,196,416,000.00, changes of which took effect since 1 January 2011. Therefore, the capital structure and shareholding composition of the Company as of 1 January 2011 were as follows: - 46 - Description Nominal Value of Rp1,000 per share Total Shares Nominal Value Rp Authorized Capital 12,264,785,664 12,264,785,664,000 Issued and Paid Up Capital PT Barito Pacific Tbk 2,034,698,055 2,034,698,055,000 66.36 Glazers Putnam Investment Ltd 701,338,625 701,338,625,000 22.87 Marigold Resources Pte. Ltd. 169,362,186 169,362,186,000 5.52 PrajogoPangestu 31,954,050 31,954,050,000 1.04 Ibrahim Risjad 13,681,750 13,681,750,000 0.45 Henry Halim 1,824,500 1,824,500,000 0.06 Public 113,337,250 113,337,250,000 3.70 Total Issued and Paid Up Capital 3,066,196,416 3,066,196,416,000 100.00 Shares in Portfolio 9,198,589,248 9,198,589,248,000 Year 2011 Based on the information disclosure letter sent by SCG Chemicals to Bapepam and LK dated 23 September 2011, on 23 September 2011, SCG Chemicals has purchased the Company’s shares in a total of 919,858,925 shares from: i PT Barito Pacific Tbk in the total of 218,520,300 shares and ii Apleton Investments Ltd in the total of 701,338,625 shares, each of which at a price of Rp. 4,088.00 per share. Based on the Shareholders Register dated 30 September 2011 issued by PT Raya Saham Registra, the shareholding composition of the Company were as follows: Description Nominal Value of Rp1,000 per share Total Shares Nominal Value Rp Authorized Capital 12,264,785,664 12,264,785,664,000 Issued and Fully Paid Capital PT Barito Pacific Tbk 1,816,177,755 1,816,177,755,000 59.23 SCG Chemicals Company Limited 919,858,925 919,858,925,000 30.00 Marigold Resources Pte. Ltd. 169,362,186 169,362,186,000 5.52 Masyarakat respectively less than 5 160,797,550 160,797,550,000 5.24 Total Issued and Paid Up Capital 3,066,196,416 3,066,196,416,000 100,00 Total Shares in Portfolio 9,198,589,248 9,198,589,248,000 Notes: includes shares owned by: i Prajogo Pangestu in the total of 29,664,550 shares; and ii Erwin Ciputra in the total of 271,500 shares. The shareholding composition of the shareholders of the Company and the shareholders who owns 5 or more, pursuant to the Shareholders Register as of 31 August 2013, issued by PT Raya Saham Registra as the Share Registrar appointed by the Company, is as follows: Description Nominal Value of Rp1,000 per share Total Shares Nominal Value Rp Authorized Capital 12,264,785,664 12,264,785,664,000 Issued and Fully Paid Up Capital PT Barito Pacific Tbk 1,819,769,755 1,819,769,755,000 59.35 SCG Chemicals Company Limited 923,444,925 923,444,925,000 30.12 Marigold Resources Pte. Ltd. 169,362,186 169,362,186,000 5.52 Public respectively less than 5 153,619,550 153,619,550,000 5.01 Total Issued and Paid Up Capital 3,066,196,416 3,066,196,416,000 100.00 Total Shares in Portfolio 9,198,589,248 9,198,589,248,000 Notes: includes shares owned by: i Prajogo Pangestu in the total of 29,669,550 shares; ii Erwin Ciputra in the total of 1,533,500 shares; iii Lim Chong Thian in the total of 26,500 shares; iv Paramate Nisagornsen in the total of 30,000 shares; and v Raymond Budhin in the total of 59,500 shares.