Limited Public Offering I

x Company’s authorized capital stock and will be listed on the Indonesia Stock Exchange “IDX” with due observance of prevailing rules and regulations. Proceeds obtained from this LPO I is in the amount of Rp. Rp1,490,171,458,500 one trillion four hundred and ninety billion one hundred and seventy-one million four hundred and fifty-eight thousand five hundred Rupiah. Shares issued in the LPO I shall rank pari passu in all respect with the Company’s other fully paid-up shares, including with respect to the right to receive dividends. Any fractional HMETD would be rounded down to the nearest whole number. In accordance with Rule No. IX.D.1, if a shareholder owns any fractional HMETD, then such fractional HMETD belongs to the Company and will be sold by the Company and its proceeds will be deposited into the Company’s account. If the New Shares offered in this LPO I are not fully subscribed by the shareholders of the Company or the holders of HMETD, then the remaining shares will be allotted to other HMETD holders who apply to subscribe for more than their entitlement, as stated in the HMETD Certificate in proportion to the HMETD that have been exercised by them in accordance with the prevailing regulations. If upon the allotment there are still remaining new shares that have not been subscribed, then Magna Resources pursuant to the Standby Purchase Agreement of Shares of PT Chandra Asri Petrochemical Tbk dated 25 September 2013 as amended and restated with the Deed of Addendum and Restatement of Standby Purchase Agreement of Shares No. 31 dated 16 October 2013, drawn before Fathiah Helmi, S.H., Notary in Jakarta “Standby Purchase Agreement”, will subscribe all of the remaining offered shares which are not subscribed by the Company’s Shareholders in the LPO I, at an Exercise Price of Rp. 6,750 six thousand seven hundred and fifty Rupiah per share. HMETD may be traded on or outside the IDX for a period of 5 five Business Days commencing from 15 November 2013 up to 21 November 2013. The listing of the New Shares on the IDX is expected to occur on 15 November 2013. The last day for the exercise of HMETD will be 21 November 2013, after which any unexercised HMETD will be null and void. In relation to this LPO I, pursuant to Undertaking to exercise the Rights and subscribe for the New Shares dated 8 October 2013, SCG Chemicals stated that SCG Chemicals will not sell its HMETD to the third party and will exercise its HMETD according to its entitlement. Based on the statement letter of PT Barito Pacific Tbk dated 17 October 2013 PT Barito Pacific Tbk stated that it will not exercise its HMETD. If SCG Chemicals, Marigold Resources and public subscribe all of their HMETD , the Company’s capital structure and shareholders composition prior to and after LPO I on a pro forma basis shall be as follows: Description Before LPO I After LPO I Nominal Value Rp1,000 per share Nominal Value Rp1,000 per share Number of Shares Nominal Value Rp Number of Shares Nominal Value Rp Authorized Capital 12,264,785,664 12,264,785,664,000 12,264,785,664 12,264,785,664,000 Issued and Paid-up Capital - PT Barito Pacific Tbk. 1,819,769,755 1,819,769,755,000 59.35 1,819,769,755 1,819,769,755,000 55.36 - SCG Chemicals Co., Ltd. 923,444,925 923,444,925,000 30.12 989,932,960 989,932,960,000 30.12 - Marigold Resources Pte. Ltd. 169,362,186 169,362,186,000 5.52 181,556,263 181,556,263,000 5.52 - Public respectively below 5 153,619,550 153,619,550,000 5.01 164,680,158 164,680,158,000 5.01 - Magna Recources Corporation Pte. Ltd. - - - 131,023,422 131,023,422,000 3.99 Total Issued and Paid Up Capital 3,066,196,416 3,066,196,416,000 100.00 3,286,962,558 3,286,962,558,000 100.00 Total Shares in Portfolio 9,198,589,248 9,198,589,248,000 8,977,823,106 8,977,823,106,000 If Barito Pacific, Marigold Resources and public do not exercise all of their HMETD , the Company’s capital structure and shareholders composition prior to and after LPO I on a pro forma basis shall be as follows: Description Before LPO I After LPO I Nominal Value Rp1,000 per share Nominal Value Rp1,000 per share Number of Shares Nominal Value Rp Number of Shares Nominal Value Rp Authorized Capital 12,264,785,664 12,264,785,664,000 12,264,785,664 12,264,785,664,000 Issued and Paid Up Capital - PT Barito Pacific Tbk. 1,819,769,755 1,819,769,755,000 59.35 1,819,769,755 1,819,769,755,000 55.36 - SCG Chemicals Co., Ltd. 923,444,925 923,444,925,000 30.12 989,932,960 989,932,960,000 30.12 - Marigold Resources Pte. Ltd. 169,362,186 169,362,186,000 5.52 169,362,186 169,362,186,000 5.15 - Magna Resources Corporation Pte. Ltd. - - - 154,278,107 154,278,107,000 4.69 - Public respectively below 5 153,619,550 153,619,550,000 5.01 153,619,550 153,619,550,000 4.67 Total Issued and Paid Up Capital 3,066,196,416 3,066,196,416,000 100.00 3,286,962,558 3,286,962,558,000 100.00 Total Shares in Portofolio 9,198,589,248 9,198,589,248,000 8,977,823,106 8,977,823,106,000 The HMETD holders who do not use their right to subscribe for new shares in LPO I, may sell their rights to other parties commencing from 15 November 2013 up to 21 November 2013, either on or outside the IDX pursuant to Rule No. IX.D.1. The shares ownership of existing shareholders, who do not exercise their HMETD to subscribe for new shares in LPO I based on their HMETD, will be diluted in a maximum of 6.72 six point seventy-two percent. xi

3. Use of Proceeds

The proceeds which is obtained from LPO I, after deducting all expenses relating to the LPO I, will be used for approximately 81 eighty-one percent of the LPO I proceeds to fund the capital expenditures for naphta cracker capacity expansion project, and thus increasing production capacity of ethylene from 600 ktpa up to 860 ktpa and approximately 19 nineteen percent of the LPO I proceeds for shares subscription in PBI, whereby PBI will use it for shares subscription in SRI, with regard to joint venture participation to construct a new synthetic butadiene rub ber “SBR” plant.

4. Competitive Strengths

The Company believes its principal competitive strengths are:  Well- positioned to benefit from attractive fundamentals in Indonesia’s petrochemical industry  Indonesia’s leading petrochemical producer  High degree of operational integration to maximize production efficiency, flexibility and cost-savings  Strategic location close to key customers in Indonesia  Diverse product mix facilitating margin optimization  Loyal and broad client base supported by aggressive marketing and distribution platform  Diverse and stable sources of feedstock  Strong shareholder support  Highly experienced management team with proven track record of success 5. Business Strategies The Company’s strategic objective is to maximize its shareholder value by maintaining its leading position in the Indonesian petrochemical industry, and to become a world-class petrochemical company in Indonesia. The Company seeks to achieve this by executing the following strategies:  Increase its capacity and build on its dominant market position to capture strong Indonesian petrochemicals growth  Maintain and further improve best-in-class operating standards and cost efficiency  Expand its product offerings and further optimize integration along the petrochemical value chain  Continue to leverage its infrastructure and customer service to maintain premium relationships 6. Risk Factors An investment in the Shares of the Company involves a number of risks. Investor should carefully consider all information contained in this Prospectus, including the risks described below, before making an investment decision. The Company’s business, financial condition and results of operations could be materially adversely affected by any of these risks. The market price of the Company’s shares could decline due to any one of these risks and you may lose all or part of your investment. 1. Risks relating to the Company ’s Business and Operations  Cyclicality in the petrochemical industry may materially and adversely affect our profitability.  The volatility of the international market prices for petrochemical products may adversely affect our operating results.  Fluctuations in the cost of feedstock may result in increased operating expenses and adversely affect our results of operations, cash flow and margins.  The Company may not be able to complete our capacity and product expansion plans for its existing and new products.  The Company’s level of indebtedness and other demands on our cash resources could materially and adversely affect our ability to execute our business strategy.  Loss of our competitiveness and market share in the Indonesian markets or increased global competition could materially and adversely affect our future growth, profitability and results of operations.  The loss of any of the Company’s key customers could have a negative impact on its results of operations.  The Company’s production plants are located in a single geographic area. Any disruption in its operations due to accidents or natural disasters in this area could have a material adverse effect on its operations.  The Company’s operations are subject to production and other factors beyond the Company’s control which may subject us to unscheduled outages and shutdowns and which could have a material and adverse effect on its results of operations.  The Company’s operations require the Company to schedule regular shutdowns for maintenance, which could adversely affect its ability to make and sell products, which could have a material adverse effect on its business, financial conditions and results of operations.  The Company’s actual results may vary significantly from the industry forecasts, projections and estimates set forth herein.  The Company does not own all of the land on which our existing pipelines are located. Inability to get the necessary consents to operate on these lands could disrupt its operations.  The actions of any of the Company’s principal shareholders, Barito Pacific and SCG Chemicals, or their majority shareholders and associated companies could conflict with its interests.  Trade-regulating actions by the Government, such as reducing or eliminating tariffs on imported polyethylene and polypropylene, could adversely affect its profitability xii  The Company’s operations involve risks that may not be covered by its insurance or may have a material adverse effect on its business.  Compliance with environmental and occupational health and safety laws and regulations may require the Company to incur costs or restrict its operations in a manner that could have a material adverse effect on our business, financial condition, profitability or cash flows.  If the Company is unable to obtain, renew or maintain its permits, approvals and technology licenses required to operate its business this may have a material adverse effect on its business.  The ability to compete effectively depends in part on our ability to attract and retain key personnel with relevant industry knowledge. 2. Risk relating to Indonesia  Domestic, regional or global economic changes may materially and adversely affect the Indonesian and global economies and our business.  Natural disasters may disrupt the Indonesian economy and the Company’s operations that could lead to social unrest and economic loss.  The Company operates in a legal system in which the application of various laws and regulations may be uncertain, and through the phurchase of the New Shares, the potential shareholders of the New Shares in the future may be exposed to such legal system and may find it difficult or impossible to pursue claims in respect to the New Shares.  Labor activism and legislation may adversel y affect the Company, the Company’s customers and Indonesian companies in general, which in turn may affect the Company’s business, financial condition and operational result.  The growht of regional autonomy creates uncertain business environment for the C ompany and may increase the Company’s business costs.  Fluctuations in the value of the Rupiah may materially and adversely affect our financial conditions and results of operations.  Credit ratings downgrades of the Government or Indonesian companies may materially and adversely affect our business. 3. Risk Relating to Ownership of the Share  The trading price of the Shares has been, and may continue to be, volatile.  Future changes on the value of the Rupiah against the U.S. dollar or other currencies will affect the foreign currency equivalent of the value of the Companys Shares and any dividends.  Indonesian laws contain restrictions that could discourage a takeover of the Company.  Investors may not be subject to protection provisions on minority shareholders rights as in other countries.  The Company is incorporated in Indonesia and it may not be possible for the investors to effect service of process, or enforce judgments of a foreign court against the Company in Indonesia.  Indonesian laws may apply differently from the laws in other jurisdictions, with regard to the convening of, and the right of shareholders to attend and vote at, the General Meeting of Shareholders of the Company.  There maybe less company information available, and the corporate governance standards may differ, for public companies listed in the stock exchange in Indonesia as compared to those listed in the stock exchange in other countries.

7. Summary of Financial Statement

The summary of financial statement below is taken from or calculated based on consolidated financial statements of the Company and its Subsidiaries for the six months period ended 30 June 2013 and the year ended 31 December 2012 which were audited by Public Accounting Firm, Osman Bing Satrio Eny, member firm of Deloitte Touche Tohmatsu Limited and Tenly Wijaya, an accountant, with unqualified opinion, and the consolidated financial statements of the Company and its Subsidiaries for the year ended 31 December 2010 and 2011, which were audited by Public Accounting Firm, Osman Bing Satrio Rekan member firm of Deloitte Touche Tohmatsu Limited and Bing Harianto, S.J., an accountant, with unqualified opinion. Consolidated Statements of Financial Position US ‘000 30 June 2013 31 Dec 2012 31 Dec 2011 31 Dec 2010 Current Assets 693,227 694,849 651,807 625,180 Non Current Assets 1,014,422 992,266 953,115 861,317 Current Liabilities 520,497 484,305 370,362 292,203 Non Current Liabilities 461,717 481,980 436,891 399,632 Equity 725,435 720,830 797,669 794,662