Ginting & Reksodiputro

An Overview 2013
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Ginting & Reksodiputro An Overview | 2013

Allen & Overy LLP 2013

Contents
Executive Summary Expertise Appendix Our experience 4 5 10

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Ginting & Reksodiputro An Overview | 2013

Executive Summary
Thank you for giving us the opportunity to present our capabilities to you. In this brochure we have set out our experience and the reasons why you should choose us for expert legal advice. Ginting & Reksodiputro (G&R) is a dynamic entity with a drive for excellence in banking, finance and projects, corporate, and capital markets. The members of G&R have solid knowledge and extensive experience of working in the Indonesian market as legal counsel for prominent local and international clients throughout the Asia Pacific region as a whole. G&R has entered into an exclusive association with the international legal practice Allen & Overy, which has 42 offices in 29 countries. Our relationship with Allen & Overy enables us to provide you with integrated international and Indonesian law services combining Allen & Overys international practice with G&Rs first-class Indonesian legal advice delivered to international standards.of the key members of our infrastructure team and our credentials. lawyers have been involved in major high profile transactions in Indonesia.  We have a solid understanding of commercial transactions drawn from extensive experience across the market, including broad experience advising international clients. This enables us to offer you relevant and targeted advice and to deliver firstclass lndonesian legal services to international standards.

We believe we have the  We are well resourced and experience and expertise to ready to work with you. advise you on future transactions for the following reasons:  We are an exciting young firm with long-standing experience and a strong track record in the Indonesian market. Our

If you require further information, or would like to see how we can assist you, please contact either Daniel Ginting, Harun Reksodiputro, Sugianto Osman or Andrew Digges on:

Daniel Ginting
Managing Partner Tel +62 21 2995 1701 Mob +62 815 8650 1234 daniel.ginting@allenovery.com www.grlaw.co.id

Harun Reksodiputro
Partner Tel +62 21 2995 1711 Mob +62 811 8063 10 harun.reksodiputro@allenovery.com www.grlaw.co.id

Sugianto Osman
Partner Tel +62 21 2995 1728 Mob +62 815 800 3987 sugianto.osman@allenovery.com www.grlaw.co.id

Andrew Digges
Foreign Legal Consultant Tel +62 21 2995 1721 Mob +62 815 870 0765 andrew.digges@allenovery.com www.grlaw.co.id

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Expertise
Our capabilities span banking, finance and projects, corporate, mergers and acquisitions and capital markets.

In the banking and finance sector, our lawyers advise on:

Complex structured loan financings in almost every sector of industry, representing domestic and international banks and financial institutions; Acquisition financings using leverage buyout structured finance. Our lawyers have been involved in almost all of the major mining acquisitions in Indonesia since the first wave of mining acquisitions in 2002. These include acquisitions of oil and gas companies, television companies, chain restaurants and financial institutions; Major project financings in Indonesia, especially in the areas of power, toll roads and mining. Specifically, Daniel Ginting has been heavily involved in all of the 10,000MW power project financings, including addressing the issues on Government guarantees.

In the securities sector, our lawyers advise on:

Indonesian capital markets law generally; International bond issuance (in compliance with both Rule 144A and Regulation S of the U.S. Securities Act); Acquisition of a minority stake in a public listed company.

A consortium led by a coal mining publicly listed company in a proposed acquisition of a group of coal mining companies through a competitive bidding process; A tobacco public company (subsidiary of a multinational company) in its merger with a major national tobacco public company; A Malaysian group company in the sale of its portion of shares in an Indonesian life insurance company; A major Indonesian conglomerate in the divestment of its shares in a major national tobacco public company; An Indonesian public bank in its merger with another Indonesian public bank in relation to compliance with Bank Indonesias Single Presence Policy; A Middle East based telecommunication company in its acquisition of shares of a public telecommunication company; A major Indonesian conglomerate in its corporate restructuring involving the merger of three companies engaged in the coal, infrastructure and power sectors; A major pharmaceutical company in the spin-off of its consumer healthcare business as part of the global spin-off of the business by its parent.

Major cases our lawyers have worked on include:

Acquisition and financing of toll road projects Pejagan, Pemalang, Batang and Semarang, and Cikampek and Palimanan as well as negotiating a concession agreement with the government authority;  Advising clients in the development and financing of the power sector including Tanjung Jati, Cirebon expansion, Paiton expansion, Cilacap, mine-mouth project and hydro power project.

In the projects/energy sector, our lawyers advise on:

Coal mining development and acquisitions (either KP/IUP or CCOW) and toll roads projects, including advising clients on concession issues in Indonesia; Power development, representing lenders, the state utility company and the sponsors.

Experience in the corporate sector:

Joint venture partners (a Chinese state-owned company and several Indonesian companies) in establishing an Indonesian project company to engage in the power and mining sectors;

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Ginting & Reksodiputro An Overview | 2013

Daniel is the Managing Partner of Ginting & Reksodiputro. He specialises in banking, finance and major projects.

His experience includes:

 Structuring financing transactions.
Daniel Ginting
Managing Partner Tel +62 21 2995 1701 Mob +62 815 8650 1234 daniel.ginting@allenovery.com

Acquisition financing. Project development (coal, toll roads, power). Mergers and acquisitions of coal companies, banks and financial institutions. Debt restructuring. He has been involved in devising financing structures, drafting terms sheets, loan agreements, restructuring agreements, security documents and other transaction documents, as well as assisting clients in negotiating project proposals with government officials. He has also spent a seven-month period working in the Credit Recovery Unit of The Hongkong and Shanghai Banking Corporation Limited in Jakarta. Daniel is a member of PERADI (Indonesian Bar Association). He obtained an LL.M degree at the University of Chicago Law School, Illinois, U.S.A, in 2000. He graduated from the University of Indonesia Law School in 1994, where he was named Best Achieving Student in 1993. He speaks Indonesian and English.

Daniel Ginting is highly regarded within the Indonesian market. Examples of his recognition include:
The IFLR1000 2013 ranks Daniel as a Leading Individual in the fields of Banking & Finance, Capital Markets, Corporate/M&A and Projects. The Legal 500 2013 acknowedges that Daniels strength lies in understanding complex financing transactions and the commercial drivers behind the deal. Chambers Asia Pacific 2012 notes that Daniel is widely acclaimed for his finance expertise and commercial acumen. According to interviewees: He is one of the top finance lawyers in Indonesia; extremely responsive, and works to international standards and quality.

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Harun is a corporate partner of Ginting & Reksodiputro. He specialises in corporate commercial, M&A, banking and capital markets.

His experience includes:

 Corporate/Commercial
Harun Reksodiputro
Partner Tel +62 21 2995 1711 Mob +62 811 8063 10 harun.reksodiputro@allenovery.com

 IT/Telecommunications Mergers and Acquisitions Corporate Restructuring Harun is frequently praised for his corporate/M&A practice. He has the personal skills and knowledge to engage in productive working relationships with his clients which include multinational companies and Indonesian conglomerates. He has acted for: one of the largest Indonesian plantation companies in its reverse take-over transaction and back-door listing in Singapore; a Frenchbased group in the sale of 40% shares in an Indonesian retail company for EUR220 million to an Indonesian conglomerate; a Dubai company in the financing of constructions of telecommunications towers in Indonesia (ongoing); a Netherlands-based company in acquiring certain shares in an Indonesian manufacturing public company; and a Malaysian-based company in establishing an Indonesian healthcare consultancy company. Harun is a member of PERADI (Indonesian Bar Association) and AKHI (Association of Indonesian Legal Consultants). He obtained an LL.M degree at the Boston University School of Law, Massachusetts, USA, in 2000. He graduated from the University of Indonesia Law School in 1993. He speaks Indonesian and English.

Harun enjoys an excellent reputation in the market. Examples of his recognition include:
The Legal 500 2013 ranks Harun as a Leading Individual in the Indonesian Capital Markets. Chambers Asia Pacific 2012 highlights that Harun is a key figure in the corporate team. He has a wealth of experience in representing Indonesian investors and handles a range of work including public and private M&A, corporate restructuring and joint ventures.

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Ginting & Reksodiputro An Overview | 2013

Sugianto Osman
Partner Tel +62 21 2995 1728 Mob +62 815 800 3987 sugianto.osman@allenovery.com

Sugianto joined Ginting & Reksodiputro in December 2011. He is an experienced practitioner in M&A, capital markets and securities transactions with a strong track record in private equity, FIG, telecommunications and natural resources sectors. Previously Sugianto was a partner at Melli Darsa & Co since 2007. Prior to that, he worked in-house as the head of legal of a telecommunications company in Indonesia. Sugianto started his career at Hadiputranto, Hadinoto & Partners in 1997.

His experience includes:

Mergers & acquisitions Corporate and commercial Securities and capital markets Sugianto represented PT Delta Dunia Makmur Tbk on its rights issue with a size of Rp. 1.2 trillions; Northstar Pacific in the acquisition of 40% stake in PT Delta Makmur Mandiri Tbk (Delta). The transaction also involved (i) Deltas acquisition of PT Bukit Makmur Mandiri Utama (Buma), the second largest mining contractor in Indonesia, (ii) Buma issuing guaranteed ecured senior notes through a finance subsidiary, (iii) bank facility provided to Buma and (iv) equity placement of 38% stake in Delta; and PT Indika Energy Tbk in the acquisition of a controlling stake in PT Petrosea Tbk, a multi-disciplinary engineering, construction and contractor mining company ( July 2009).

*This experience was obtained at his previous firm.

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Andrew Digges
Foreign Legal Consultant Tel +62 21 2995 1721 Mob +62 815 870 0765 andrew.digges@allenovery.com

Andrew is a foreign legal consultant (partner-equivalent) with Ginting & Reksodiputro. He has experience in project finance and development projects in the power, oil and gas, resources, infrastructure (including PPP) and petrochemicals sectors, predominantly in Asia and also in Europe, the Middle East and Americas. He specialises in project documents generally including construction, operation and maintenance contracts, feedstock / fuel supply, offtake and concession agreements. Andrew also has experience in acquisition and structured/leveraged financing and future flow trade receivables-backed securitisation.

His experience includes:

Project Finance Project Development Construction, PPP, Power, LNG, Oil and Gas and Petrochemicals. Andrew has acted for the lenders in relation to the Jakarta Tank Terminal liquids jetty and tank farm project in Tanjong Priok, Indonesia; the majority equity investor into the GNPower Mariveles 2 x 300 MW green field coal-fired merchant power project in the Philippines involving Chinese financiers and a Chinese EPC contractor, advising on equity, finance documentation and all key project documentation including split EPC contracts; the sponsor consortium in relation to the development and financing (by KExim and Korean and other commercial banks) of an LNG regasification terminal project in Mexico (including drafting and negotiating separate terminal and jetty EPC contracts, including with a Korean and Japanese contractor); the preferred bidder in relation to the Institute of Technical Educations ITE College West PPP project in Singapore; The Indonesia Infrastructure Guarantee Fund in respect of PPP projects in Indonesia, including roads, bridges, power, water, waste treatment and port projects; and IFC and the Government of Maldives on the regulatory framework and structuring for a Solid Waste Management Project in the Maldives.

Andrew is highly acclaimed in legal publications:

IFLR1000 2013 acknowledges that Andrew has an abundance of deal experience ranging from PPP (public-private partnerships) to power purchase agreements. Chambers Asia Pacific 2011 highlights that Andrew specialises in providing very technical and precise advice that is multifaceted and key to a successful transaction. [His] work ethic is tireless, and [he is] supremely detailed and very technically proficient.

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Ginting & Reksodiputro An Overview | 2013

Appendix Our experience

Banking
Citi, Credit Suisse and ING
In financing the acquisition of a retail company by a media group company.

Power
PLN
In the following projects: T  anjung Jati; Paiton; Cilacap; F  ast Track Programme; C  irebon; and T  ransmission Line Project.

Mining
The lenders
In several acquisitions of major coal mining companies (Adaro, KPC, Arutmin, Kideco and several other KP companies).

HSBC, JBIC and Mizuho

In several financing transactions to a group of companies.

The Bidders
In the proposed acquisition of Berau coal and Meruwai assets.

JPMorgan
In financing the acquisition of shares in a public listed company.

A group of companies
In restructuring their investment in coal companies.

FMO, DEG and ING

In financing the Jakarta tank terminal for oil storage at Tanjung Priok.

China Huadian, PT Bukit Asam (Persero) Tbk, PT PLN and PT Truba Alam Manunggal
In the development of a 4 x 600MW mine-mouth power project in South Sumatera.

The financial advisor

In the development of an alumina smelter plant by PT Aneka Tambang.

TAEL
In financing the acquisition of a public listed company.

An ECA
In discussing a Memorandum of Understanding with MOF and PLN (similar to JBIC Umbrella Agreement).

A vendor
In the proposed sale of an Indonesian mining company through a tender process.

Lenders
In numerous share backed financings.

Caterpillar Finance
In its finance activities in Indonesia.

The due diligence process

For the possible acquisition of two major CCOW companies.

BCA, Mandiri, BNI and BRI

As arranger for the financing of Cikampek Palimanan toll road.

The sponsor
In the financing of the development of Pejagan Pemalang, Pemalang Batang, and Batang Semarang toll roads.

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Toll Roads
Sponsor
In acquiring and financing toll road projects in (i) Pejagan Pemalang; (ii) Pemalang Batang; and (iii) Batang Semarang.

PT Bank Bukopin
In its pre-initial public offering (IPO) restructuring and IPO in Indonesia.

Corporate
SCG Chemicals Company Limited
On its acquisition of a 30% shareholding in PT Chandra ASRI Petrochemical Tbk.

PT Darma Henwa Tbk, a coal mining contractor publicly listed company

In its rights issue.

BCA, Mandiri, BNI and BRI

As arrangers for the financing of a toll road project in Cikampek Palimanan.

An Indonesian bank,subsidiary of a major offshore bank

In the establishment of a securities company.

The vendor
In the proposed sale of a coal contract of work company.

The bidders
In the proposed acquisition of BHP coal companies.

Capital Markets
Underwriter
Issue of bonds by a media company in international markets and in compliance with Rule 144A and Regulation S of the U.S. Securities Act.

Perusahaan Perseroan PT Perusahaan Listrik Negara (Persero)

In (i) the 2009 offering of USD750m; (ii) the 2007 offering of USD1 billion; and (iii) the 2006 offering of USD1bn Guaranteed Notes ssued by Majapahit Holding B.V. guaranteed by Perusahaan.

A buyer
In the acquisition of coal mining companies and the development of a railway project and port in Kalimantan.

 coal mining publicly A listed company

In its proposed issuance of U.S. Dollar bonds in compliance with Rule 144A and Regulation S of the U.S. Securities Act.

A buyer
In the acquisition of a coal mining company in Kalimantan.

PT Bayan Resources Tbk

In its initial public offering in domestic and international markets under Rule 144A and Regulation S of the U.S. Securities Act.

A buyer
In the acquisition of an operating coal mining company under contract of work.

PT Bank Negara Indonesia (Persero) Tbk

In its rights issue and representing the Republic of Indonesia in the public offer of its shares in PT Bank Negara Indonesia (Persero) Tbk in domestic and international markets in compliance with Rule 144A and Regulation S of the U.S. Securities Act.

Credit Suisse as arranger 

In the issuance of USD900m notes in relation to coal sales receivables by the Bumi Group.

An Indian company
In the acquisition of several coal mining companies in Indonesia.

PT Pfizer Indonesia
In the spin-off of its consumer healthcare business as part of the global spin-off of the business by Pfizer Inc.

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FOR MORE INFORMATION, PLEASE CONTACT:

Jakarta

Ginting & Reksodiputro in association with Allen & Overy LLP The Energy Building, 15th Floor Sudirman Central Business District Jl Jend Sudirman Kav 52-53 Jakarta 12190 Indonesia Tel +62 21 2995 1700 Fax +62 21 2995 1799

Allen & Overy LLP 2013 I CA1302004

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