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EffectiveDate : March30,2017 PublicOfferingPeriod : March31,April3-4,2017 AllotmentDate : April6,2017 RefundDate : April7,2017 ElectronicSharesDistributionDate : April7,2017 ListingDate : April10,2017

OJK DOES NOT PROVIDE STATEMENT TO HAVE AGREED OR DISAGREED TO THE SECURITIES DESCRIBED HEREIN, NOR DOES IT CONFIRM THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY STATEMENT CONTRARY THERETO SHALL CONSTITUTE AN UNLAWFUL ACT.

PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk, ABBREVIATED AS PT BINTRACO DHARMA Tbk (COMPANY) AND THE JOINT LEAD UNDERWRITES ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION OR MATERIAL FACTS AND THE OBJECTIVITY OF OPINIONS INCLUDED THEREIN.

SHARES OFFERED IN THIS PUBLIC OFFERING ARE ENTIRELY LISTED ON INDONESIA STOCK EXCHANGE (BEI).

PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk(PT BINTRACO DHARMA Tbk)

Main Business Activities:EngageinTrade,AuthorizedDealer,ServicesincludingFinancingServicesRelatedtoMotorVehiclethrough

SubsidiariesandManagementConsultingServicesDomiciled in North Jakarta, Indonesia

Head Office:JalanGayaMotorINo.8SunterII,Jakarta14330Telepon:(+6221)6511232Fax:(+6221)6512176

Operational Office: SunburstCBDLotIINo.3

BSDCity,KotaTangerangSelatan15321

Telepon:(+6221)22356800Fax:(+6221)22356801

Dealer Network and Branch Office:22dealernetworkinCentralJavaand

DIYogyakarta37financingserviceofficesinJakarta,CentralJava,DIYogyakarta,WestJava,EastJava,Banten,Bali,NorthSumatra,WestKalimantanandSouthSulawesi

website:www.bintracodharma.comemail:[email protected]

INITIAL PUBLIC OFFERINGA total of 150,000,000 (one hundred and fiftymillion) ordinary shareswith a nominal value of Rp100 (one hundredRupiah)pershare,orasmuchas10%(tenpercent)of the issuedandfullypaid-upshares in theCompanyafter thePublicOffering,offeredtothePublicwithanOfferPriceofRp1,750(onethousandsevenhundredfiftyRupiah)pershare,tobepaidinfullatthetimeoffilingtheShareSubscriptionForm(FPPS).TheoverallamountofPublicOfferingisRp262.500.000.000(twohundredsixtytwobillionfivehundredmillionRupiah).PursuanttoDecisionof theBoardofDirectorsof theCompanyNo.002/HRD/SK/II/2017datedJanuary18,2017,theCompanyimplementsEmployeeStockAllocation(ESA)programwiththeamountofamaximumof10%(tenpercent)oftheamountofferedintheInitialPublicOfferingoramaximumof15,000,000(fifteenmillion)shares.DetailedinformationabouttheESAprogramcanbefoundinChapterIhereof.AllsharesoftheCompanyofferedinthisPublicOfferinggivestheholderthesameandequalrightsinallrespectswiththeothersharesintheCompanythathavebeenissuedandfullypaid-up,includingtherighttodividenddistribution,therighttovoteattheGMS,therighttodistributionofbonussharesandtherightsissue,inaccordancewithLawNo.40of2007onLimitedLiabilityCompanies(CompanyLaw).

JOINT LEAD UNDERWRITERS

PT Ciptadana Sekuritas Asia PT CIMB Sekuritas Indonesia

UNDERWRITERSPTErdikhaElitSekuritasPTMagentaKapitalIndonesiaPTMinnaPadiInvestamaSekuritasTbk

PTPhillipSecuritiesIndonesiaPTProfindoInternationalSecuritiesPTShinhanSekuritasIndonesia

The Joint Lead Underwriters and the Underwriters Guarantee the Full Commitment to the Companys Initial Public Offering

MAIN RISK FACED BY THE COMPANY IS RISK OF BUSINESS COMPETITION, WHICH CAN PROVIDE NEGATIVE IMPACTS ON BUSINESS ACTIVITIES, OPERATIONAL PERFORMANCE, FINANCIAL CONDITION AND BUSINESS PROSPECTS OF THE COMPANY. BUSINESS RISKS OF THE COMPANY ARE COMPLETELY LISTED IN CHAPTER VI HEREOF.

RISKS RELATED TO OWNERSHIP OF SHARES OF THE COMPANY ARE ILLIQUIDITY OF THE SHARES OFFERED ON THIS PUBLIC OFFERING, CONSIDERING THE NUMBER OF SHARES OFFERED BY THE COMPANY IS NOT TOO BIG, THEN THERE IS A POSSIBILITY THAT THE SHARES OF THE COMPANY WILL NOT BE LIQUID IN ITS TRADE. THUS, THE COMPANY CANNOT PREDICT WHETHER THE MARKET OF SHARES OF THE COMPANY WILL BE ACTIVE OR THE LIQUIDITY OF SHARES OF THE COMPANY WILL BE MAINTAINED.

THE COMPANY DOES NOT ISSUE COLLECTIVE SHARE CERTIFICATES RESULTING FROM THIS PUBLIC OFFERING, BUT SUCH SHARES WILL BE DISTRIBUTED IN ELECTRONICS TO BE ADMINISTERED IN COLLECTIVE DEPOSITORY IN PT KUSTODIAN SENTRAL EFEK INDONESIA (KSEI).

ThisProspectusisissuedinJakartaonMarch31,2017

TheCompanyhassubmittedSecuritiesIssuanceRegistrationStatementinconnectionwiththePublicOfferingtotheChiefExecutiveofCapitalMarketSupervisorofFinancialServicesAuthority(hereinafterreferredtoOJK)withaLetterNo.Leg/SRT-026/XII/2016datedDecember27,2016inaccordancewiththerequirementsstipulatedinLawNo.8of1995datedNovember10,1995onCapitalMarket,StateGazetteNo.64of1995,SupplementalStateGazetteNo.3608alongwithitsimplementingregulationsandamendmentsthereto(hereinafterreferredtoasCapitalMarketLaw).

Shares offered in the Public Offering are planned to be listed on the BEI in accordance with theSecuritiesRegistrationPreliminaryAgreement that has beenmadebetween theCompanyandBEIonDecember21,2016ifitmeetsthelistingrequirementssetbyBEI,amongothers,concerningthenumber of shareholders, both individuals and institutions inBEI and each shareholder has at least1(one)unitofsharetrading.Ifthelistingrequirementsarenotmet,thenthePublicOfferingisnullandvoidandpaymentofsubscriptionofthesesharesmustbereturnedtothesubscriberinaccordancewiththeprovisionsof theCapitalMarketLaw, theUnderwritingAgreementandRegulationNo. IX.A.2.ofAppendixtotheBapepam-LKDecisionNo.Kep-122/BL/2009datedMay29,2009.

Allof theCapitalMarketInstitutionsandSupportingProfessionalstheinthePublicOfferingarefullyresponsibleforthedatapresentedinaccordancewiththeirfunctions,inaccordancewiththeregulationsinforceintheterritoryoftheRepublicofIndonesiaandthecodeofethics,normsandstandardsoftheirrespectiveprofessions.

InconnectionwiththisPublicOffering,eachaffiliatedpartiesareprohibitedfromprovidinginformationorstatementsconcerningthedatanotdisclosedthereinwithoutthewrittenconsentoftheCompanyandtheLeadUnderwriters.

PTCiptadanaSekuritasAsiaandPTCIMBSekuritasIndonesiaastheJointLeadUnderwriters,otherUnderwritersandCapitalMarketInstitutionsandSupportingProfessionalsinthisPublicOffering,firmlystatenottobeaffiliatedwiththeCompanyeitherdirectlyorindirectly,asdefinedintheCapitalMarketLaw.FurtherexplanationontheabsenceofaffiliationcanbefoundinChapterXIIIontheUnderwritingandChapterXIVonInstitutionsandProfessionalsSupportingtheCapitalMarket.

THIS PUBLIC OFFERING IS NOT REGISTERED UNDER LAWS OR OTHER REGULATIONS OTHER THAN THOSE APPLICABLE IN INDONESIA. WHOEVER OUTSIDE INDONESIA RECEIVES THIS PROSPECTUS OR OTHER DOCUMENTS RELATED TO THIS PUBLIC OFFERING, THE PROSPECTUS OR DOCUMENTS ARE NOT INTENDED AS AN OFFER DOCUMENTS TO BUY SHARES, EXCEPT IF SUCH OFFER, OR PURCHASE OF SHARES ARE NOT CONTRARY OR NOT CONSTITUTE A VIOLATION AGAINTS LAWS AND REGULATIONS APPLICABLE IN THE COUNTRY.

THE COMPANY HAS DISCLOSED ALL INFORMATION, DATA OR STATEMENTS AND HONESTY OF OPINION REQUIRED TO BE DISCLOSED TO THE PUBLIC AND THERE ARE NO OTHER INFORMATION, DATA OR STATEMENTS AND HONESTY OF OPINION NOT DISCLOSED TO THE PUBLIC THAT IT IS NOT MISLEADING.

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TABLE OF CONTENTS

TABLE OF CONTENTS ........................................................................................................................... i

DEFINITIONS AND ABBREVIATIONS ...................................................................................................iii

SUMMARY .............................................................................................................................................iii

I. PUBLIC OFFERING ..................................................................................................................... 1

II. PLAN FOR USE OF PROCEEDS FROM THE PUBLIC OFFERING .......................................... 5

III. STATEMENT OF LIABILITIES ..................................................................................................... 7

IV. SUMMARY OF FINANCIAL HIGHLIGHTS ................................................................................ 41

V. MANAGEMENTS DISCUSSION AND ANALYSIS .................................................................... 46

VI. BUSINESS RISKS ..................................................................................................................... 64

VII. MATERIAL EVENTS AFTER THE DATE OF INDEPENDENT AUDITORS REPORT............... 69

VIII. INFORMATION OF THE COMPANY AND SUBSIDIARIES ....................................................... 701. Brief History of the Company .............................................................................................. 702. Capital Growth and Shareholding ....................................................................................... 753. Brief Description of Incorporated Shareholders .................................................................. 834. Brief Description of Subsidiaries ......................................................................................... 855. Organization Structure of the Company ............................................................................ 1246. Management And Supervision of the Company ................................................................ 1257. Human Resources ............................................................................................................ 1308. Consolidated Direct and Indirect Ownership Scheme of the Company and Subsidiaries ....................................................................................................................... 1339. Relations of Management and Supervision with Shareholders in the Form of Legal Entity and Subsidiary ............................................................................................... 13410. Information on Fixed Assets of the Company ................................................................... 13411. Insurance .......................................................................................................................... 14112. Material Agreements with Third Parties ............................................................................ 15213. Material Agreements with Affiliated Parties ....................................................................... 21914. Legal Proceedings Being Faced by the Company, the Board of Commissioners and Board of Directors ............................................................................................................. 22915. Intellectual Property Rights ............................................................................................... 229

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IX. ACTIVITIES AND PROSPECTS OF THE COMPANYS AND SUBSIDIARIES BUSINESS ... 2301. General ............................................................................................................................. 2302. Competitive Advantage ..................................................................................................... 2323. Business Activity of the Company ..................................................................................... 2344. Sales, Customer and Marketing ........................................................................................ 2495. Competition ....................................................................................................................... 2516. Business Strategy ............................................................................................................. 2527. Prospects .......................................................................................................................... 2548. Corporate Social Responsibility (CSR) ........................................................................... 2559. Good Corporate Governance ............................................................................................ 255

X. INDUSTRY OVERVIEW ........................................................................................................... 257

XI. EQUITY .................................................................................................................................... 270

XII. DIVIDEND POLICY .................................................................................................................. 271

XIII. TAXATION ................................................................................................................................ 272

XIV. UNDERWRITING ..................................................................................................................... 274

XV. INSTITUTIONS AND PROFESSIONALS SUPPORTING THE CAPITAL MARKET ................ 276

XVI. ARTICLES OF ASSOCIATION OF THE COMPANY ............................................................... 279

XVII. LEGAL OPINION ..................................................................................................................... 297

XVIII. INDEPENDENT AUDITORS REPORT .................................................................................... 319

XIX. SHARE SUBSCRIPTION REQUIREMENTS ........................................................................... 491

XX. DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORM ........................... 496

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DEFINITIONS AND ABBREVIATIONS

The terms and expressions therein have the following meanings:

Affiliates Means as referred to in Article 1 paragraph 1 of Capital Market Law, namely:a. family relationship by marriage and by blood up to the second

degree, both horizontally and vertically;b. relationship between employees, Directors and Commissioners of

the party;c. relationship between 2 (two) companies where there is 1 (one) or

more same Directors or Commissioners;d. relationship between the company and the parties, either directly

or indirectly controlling or controlled by the company;e. relationship between 2 (two) companies controlled either directly or

indirectly, by the same party; orf. relationship between the company and Main Shareholders.

Abridged Prospectus Means written statement or information which is a summary of the Preliminary Prospectus prepared and published by the Company supported by the Joint Lead Underwriter in accordance with Regulation No. IX.C.3, Appendix to the Head of Bapepam Decision No. Kep.43/PM/2000 dated October 27, 2000 on Guidelines for the Form and Content of Abridged Prospectus in the Framework of Public Offering and will be announced in no later than 2 (two) Business days after the receipt of a statement from the OJK that the Company may announce the Abridged Prospectus as stipulated in the Regulation No. IX.A.2.

Account Holder Means the person whose name is listed as the owner of a Securities Account in KSEI which includes the Custodian Bank and/or the Securities Company and/or other parties approved by KSEI with regard to the laws and regulations applicable in the capital market and KSEI regulations.

Allotment Date Means no later than 2 (two) Business days commencing after the closing of the Initial Public Offering Period, at which time the Allotment Manager sets the allotment Shares Offered for each subscriber.

Allotment Manager Means PT Ciptadana Sekuritas Asia, responsible for allotment on the sale of shares offered to be performed if the number of orders on the shares exceeds the number of shares offered in this public offering, pursuant to Regulation No. IX.A.7.

ATPM Means an abbreviation of Agen Tunggal Pemegang Merek (Trademark Holding Sole Agent), in this case is PT Toyota Astra Motor.

BAE Means an abbreviation of Biro Administrasi Efek (Securities Administration Bureau), in this case is PT Raya Saham Registra.

Bapepam Means an abbreviation of Badan Pengawas Pasar Modal (Capital Market Supervisory Board) as referred to in Article 3 of the Capital Market Law.

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Bapepam-LK Means an abbreviation of the Capital Market Supervisory Agency and Financial Institution as referred to in the Minister of Finance of the Republic of Indonesia Decree No. 184/PMK.01/2010 dated October 11, 2010 on the Organization and Procedure of Capital Market Supervisory Agency and Financial Institution or its successors and recipients of rights and obligations formerly known as Bapepam.

BEI Means an abbreviation of PT Bursa Efek Indonesia (Indonesia Stock Exchange), a limited liability company domiciled in Jakarta, namely the party that organizes and provides a system and/or a means to bring together offers of sale and purchase of other parties securities with the purpose of trading securities between them, as well as a place where the shares of the Company are listed.

BNRI Means Berarti Berita Negara Republik Indonesia (State Gazette of the Republic of Indonesia).

Business Day Monday to Friday, except national holidays set by the Government of the Republic of Indonesia.

Calender Day Means all days within 1 (one) year in accordance with the Gregorian calendar without exception, including Saturday, Sunday and national holidays which at times set by the Government and a regular work day that is due to specific circumstances set by the Government as not a normal business day.

Capital Market Law Means Law No. 8 of 1995 on Capital Markets, the State Gazette of the Republic of Indonesia No. 64 of 1995, Supplemental No. 3608 and its implementing regulations.

Collective Depository Means depository services on securities owned jointly by more than one party whose interests are represented by the Custodian, as referred to in the Capital Market Law.

Company Means PT Industri dan Perdagangan Bintraco Dharma Tbk abbreviated as PT Bintraco Dharma Tbk, domiciled in North Jakarta, a limited liability company established under the laws and regulations of the Republic of Indonesia.

Company Law Means the Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Company.

Company Registration Requirement Law

Means the Law of the Republic of Indonesia No. 3 of 1982 on Company Registration Requirement.

Custodian Means the party providing securities custody services and other assets related to securities and other services, including the receipt of dividends, interest and other rights, completing securities transactions and representing the account holders who become its customers.

Distribution Date Means the same date as the Payment Date, i.e. no later than 2 (two) business days after the Allotment Date, on which the Shares Offered are distributed electronically by the KSEI to the Underwriter and then distributed to subscribers.

Effective Means the fulfillment of the entire procedure and requirements in the Registration Statement set forth in Capital Market Law and item 4 of Regulation No. IX.A.2, Appendix to Head of Bapepam-LK Decision No. KEP-122/BL/2009 dated May 29, 2009 concerning Registration Procedures in the Framework of Public Offering.

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Effective Statement Means a statement issued by the OJK stating that Registraton Statement is Effective.

EGMS Means the Extraordinary General Meeting of Shareholders held in accordance with the provisions of the articles of association of the Company, Company Law and Capital Market Law.

ESA Program Means abbreviati of the Emploee Stock Allocation Program, namely a certain allocation granting program of the Offered Shares in the Initial Public Offering for employees of the Company specified by the Board of Directors pursuant to Decision No.002/HRD/SK/II/2017 dated January 18, 2017 in the maximum amount of 10% (ten percent) of the total Offerred Shares or a maximum of 15,000,000 (fifteen million) shares.

Exchange Day Days where BEI or legal entity replacing it conduct stock exchange activities according to the legislation in force and the provisions of BEI.

GMS Means the General Meeting of Shareholders held in accordance with the articles of association of the Company, Company Law and Capital Market Law.

KAP Means Kantor Akuntan Publik (Public Accounting Firm).

KSEI Means an abbreviation of PT Kustodian Sentral Efek Indonesia, which is in charge of administering storage of securities based on Securities Registration Agreement on Collective Depository.

Lead Underwriter Means the party who will be responsible for the implementation of Public Offering, which in this case is PT Ciptadana Sekuritas Asia, a limited liability company incorporated under the laws of the Republic of Indonesia and domiciled in Jakarta and PT CIMB Sekuritas Indonesia, a limited liability company incorporated under the laws of the Republic Indonesia and domiciled in Jakarta, in accordance with the terms and conditions of Underwriting Agreement.

Listing Date Means the registration date of shares to be traded on the Stock Exchange no later than 1 (one) Business day after the Distribution Date.

Main Shareholders Means any party, either directly or indirectly, has at least 20% (twenty percent) of the voting rights of all shares with voting rights issued by the Company.

Minister of Justice and Human Rights of the Republic of Indonesia

Means the Minister of Justice and Human Rights of the Republic of Indonesia, formerly called the Ministry of Justice of the Republic of Indonesia, which changed its name into the Ministry of Justice and Legislation of the Republic of Indonesia, and finally changed into into the Ministry of Justice and Human Rights of the Republic of Indonesia.

New Shares Means ordinary shares with a nominal value of Rp100 (one hundred Rupiah) per share to be issued from the deposits (portfolio) of the Company, offered and sold to the Public through Public Offering in the total number of 150,000,000 (one hundred and fifty million) shares, which subsequently listed on the BEI on the Listing Date.

Offer Price Means the price per share offered, through Public Offering where the price has been determined through a bookbuilding process, namely Rp 1,750 (one thousand seven hundred and fifty Rupiah).

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OJK Means Otoritas Jasa Keuangan/the Financial Services Authority which is an institution recognized as independent and free from interference of other parties, which have functions, duties and authorities to regulate, supervise, inspect and investigate as stipulated in Law No. 21 of 2011 on the Financial Services Authority (OJK Law) in which the duties and authority include the regulation and supervision of financial services activities in the banking, capital market, insurance, pension funds, financial services institutions and other financial institutions sector. Since December 31, 2012, the functions, duties and authority of regulation and supervision of financial services activities in the capital market sector switch from Bapepam to the OJK, or its successors and recipients of rights and obligations, in accordance with Article 55 of the OJK Law.

OJK Regulation No. 30/2015 Means the OJK Regulation No. 30/POJK.04/2015 dated December 16, 2015 on Report on Utilization of Funds from Public Offering.

OJK Regulation No. 32/2014 Means the OJK Regulation No. 32/POJK.04/2014 on the Planning and Implementation of the General Meeting of Shareholders of Public Company.

OJK Regulation No. 33/2014 Means the OJK Regulation No. 33/POJK.04.2014 on Directors and Board of Commissioners of Issuer or Public Company.

OJK Regulation No. 34/2014 Means the OJK Regulation No. 34/POJK.04/2014 on the Nomination Committee or Issuer Remuneration or Public Companies.

Payment Date Means the payment date of proceeds from the sale of Shares offered in the initial market that must be paid by the Underwriters to the Company through the Joint Lead Underwriters, namely on the Distribution Date.

Preliminary Prospectus Means a written document prepared by the Company and the Lead Underwriters in the framework of Initial Public Offering and contains all information therein submitted to the OJK as part of the Registration Statement, unless the information on the number, the Offer Price, the underwriting or other matters related to the terms of offer cannot be determined, in accordance with the Regulation No. IX.A.8.

Priority Shares Means the shareholders granted the priority rights to purchase shares to be issued within a month after the notification by the Board of Directors to issue such shares.

Prospectus Means the final written document prepared by the Company together with the Lead Underwriters, which contains all information and important and relevant facts about the Company and the Shares Offered in the form and substance in accordance with Regulation No. IX.C.2, Appendix to the Head of Bapepam Decision No. Kep-51/PM/1996 dated January 17, 1996 on Guidelines for the Form and Content of Prospectus for Public Offering.

Public Means individuals and/or entities and/or legal entities, both Indonesian citizens and/or Indonesian agencies and/or legal entities as well as foreign citizens and/or foreign agencies and/or foreign legal entities, either residing or incorporated in Indonesia or residing or incorporated abroad allowed to have Shares Offered with regared to the legislation in force.

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Public Offering or Initial Share Public Offering

Means any offering for Shares Offered made by the Company to the Public bearing in mind the terms and conditions as set out in the Underwriting Agreement and the procedures stipulated in the Capital Market Law and regulations applicable in the Indonesia Stock Exchange.

Public Offering Period Means the period for the Public to be able to apply for the subscription of Shares Offered, unless the Public Offering Period is closed earlier as provided in the Underwriting Agreement, but shall not be less than 1 (one) Business day and a maximum of five (5) Business days.

Refund Date Means the date to refund the subsription of Shares Offered by the Lead Underwriters through the Underwriters to subscribers that part or all of its subscription cannot be met due to the allotment or in the event that the Initial Public Offering is canceled or postponed, however the Subsription Refund Date shall not be later than 2 (two) Business days after the Allotment Date or 2 (two) Business days after the announcement date for cancellation or delay of the Initial Public Offering.

Register of Share Subscription (Daftar Pemesanan Pembelian Saham (DPPS))

Means the Register which contains the names of subscriber and the number of shares ordered and organized by the Share Subscription Form made by each Underwriter.

Registration Statement Means a document which shall be submitted by the Company to the OJK before the Company makes an offer and sale of Shares Offered as referred to in Article 1 (19) of Capital Market Law in conjunction with Regulation No. IX.C.1, Appendix to the Head of Bapepam Decision No. Kep-42/PM/2000 dated October 27, 2000 on Guidelines for the Form and Content of Registration Statement in the Framework of Public Offering and with regard to the provisions in Regulation No. IX.A.2 and Regulation No. IX.A.1, Appendix to the Head of Bapepam Decision No. Kep-690/BL/2011 dated December 30, 2011 on the General Provisions for Filing of Registration Statement.

Regulation No. IX.A.2 Means Bapepam-LK Regulation No. IX.A.2, Appendix to the Head of Bapepam-LK Decision No. KEP-122/BL/2009 dated May 29, 2009 on Registration Procedures for Public Offering.

Regulation No. IX.A.7 Means Bapepam-LK Regulation No. IX.A.7, Appendix to the Head of Bapepam-LK Decision No. KEP-691/BL/2011 dated November 30, 2011 on Subscription and Allotment of Securities in Public Offering.

Regulation No. IX.E.1 Means Bapepam-LK Regulation No. IX.E.1, Appendix to the Head of Bapepam-LK Decision No. Kep-412/BL/2009 dated November 25, 2009 on Affiliated Transactions and Conflicts of Interest on Certain Transactions.

Regulation No. IX.E.2 Means Bapepam-LK Regulation No. IX.E.2, Appendix to the Head of Bapepam-LK Decision No. Kep-614/BL/2011 dated November 28, 2011 on Material Transactions and Changes in Main Business Activities.

Regulation No. IX.J.1 Means Bapepam-LK Regulation No. IX.J.1, Appendix to the Head of Bapepam-LK Decision No. Kep-179/BL/2008 dated May 14, 2008 on the Principles of the Articles of Association of Companies Making Public Offering of Equity Securities and Public Companies.

Securities Listing Preliminary Agreement

Means the Securities Listing Preliminary Agreement, made by and between the Company and the BEI on December 21, 2016.

Share Allotment Confirmation Form (Formulir Konfirmasi Penjatahan Saham (FKPS))

Means a form confirming the allotment result on behalf of the customer as proof of ownership on the Shares Offered in the initial market.

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Share Subscription Form (Formulir Pemesanan Pembelian Saham (FPPS))

Means the original copy of the subscription form related to Shares Offered to be made in 5 (five) copies, where each copy must be filled completely, affixed by signature of original subscriber and filed by the prospective subscriber to the Underwriter and sales agent (if any) at the time of ordering Shares Offered during the Public Offering Period.

Shareholders Register (Daftar Pemegang Saham (DPS))

Means the Register issued by KSEI which contains information about the ownership of securities by the securities holders in Collective Depository in KSEI based on data provided by the account holder in KSEI.

Shares Offered Means New Shares, namely as many as 150,000,000 (one hundred and fifty million) shares, subsequently listed on the BEI on the Listing Date.

SKS Means Shares Collective Letter (Surat Kolektif Saham)

Stock Exchange Means the stock exchange as defined in Article 1 paragraph 4 of the Capital Market Law, in this case organized by BEI.

Subsidiary Means companies in which i) the Company has share ownership with voting rights of more than 50%, either directly or indirectly, or ii) if the Company has a 50% or less on the shares with voting rights, the Company has the ability to control the Subsidiary or iii) the financial statements are consolidated with the Company in accordance with accounting standards applicable in Indonesia.

TDP Means the Company Registration Certificate (Tanda Daftar Perusahaan)

Underwriter Means parties who enter into an agreement with the Company and will be responsible, individually and jointly to offer and sell Shares Offered to the Public with full commitment and make payment of the Public Offering in the initial market to the Company through the Underwriters with due regard to the terms and conditions of Underwriting Agreement, namely PT Erdikha Elit Sekuritas, PT Magenta Kapital Indonesia, PT Minna Padi Investama Sekuritas Tbk, PT Phillip Securities Indonesia, PT Profindo International Securities, and PT Shinhan Sekuritas Indonesia.

Underwriting Agreement Means Deed of Underwriting Agreement No. 64 dated December 16, 2016, made by and between the Company and the Underwriter before Notary Kumala Tjahjani Widodo, SH, Notary in Jakarta and Deed of Addendum and Restatement to Underwriting Agreement No.19 dated January 18, 2017, made by and between the Company and Underwriter before Notary Kumala Tjahjani Widodo, S.H., Notary in Jakarta, and Deed of Addendum II and Restated to Underwriting Agreement No. 38 dated 2 March 2017, made by and between the Company and the Underwriter before Notary Kumala Tjahjani Widodo, S.H., Notary in Jakarta.

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COMPANYS NAME ABBREVIATIONS

Subsidiaries Name Abbreviations

AFI Means PT Andalan Finance Indonesia.BMN Means PT Bahtera Multi Niaga.CPM Means PT Chandra Pratama Motor.GAI Means PT Gema Adipradana Indah.GBM Means PT Graha Bahana Mandiri.Meka Means PT Meka Adipratama.MMN Means PT Meka Mekar Niaga.NAS Means PT Nasmoco.NBM Means PT Nasmoco Bahtera Motor.NBnM Means PT Nasmoco Bahana Motor.NKM Means PT Nasmoco Karangjati Motor.NPM Means PT Nasmoco Pratama Motor.NRM Means PT New Ratna Motor.SDC Means PT Semarang Diamond Citra.SBM Means PT Sumber Bahtera Mandiri.

Company Shareholders Name Abbreviations

ANS Means PT Ahabe Niaga Selaras.SC Means PT Superior Coach.

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SUMMARY

This summary contains most important facts and considerations to the Company which are an integral part and should be read in conjunction with the more detailed information as well as Consolidated Financial Statements and descriptions listed therein. All the financial information of the Company incorporated in Indonesia are arranged in Rupiah and in accordance with the Financial Accounting Standards in Indonesia.

INFORMATION ABOUT THE COMPANY

The Company was established in Semarang with the name of PT Industri dan Perdagangan Bintraco Dharma or abbreviated as PT Bintraco Dharma by the Deed of Establishment No. 1 dated June 1, 1969, as amended by the Deed of Amendment to the Articles of Association No. 64 dated August 26, 1970, both made before Raden Mas Suprapto, SH, Notary in Semarang. The Deed of Establishment has been approved by the Minister of Justice and Human Rights Decree No. J.A. 5/120/23 dated October 30, 1970 and registered in the register book at the Semarang District Court Clerks Office, respectively under No. 278/1970 and 279/1970 and 279 A/1970, all dated December 7, 1970, and announced in the State Gazette of the Republic of Indonesia No. 12 dated February 9, 1971, Supplemental No. 69.

The Articles of Association of the Company has been amended several times with the latest amendment in accordance with the Deed of Resolution of the Shareholders of PT Industri dan Perdagangan Bintraco Dharma abbreviated as PT Bintraco Dharma No. 11 dated November 11, 2016 made before Kumala Tjahjani Widodo, SH, Notary in Jakarta, which has been approved by the Minister of Justice and Human Rights Decree No. AHU-0021171.AH.01.02 of 2016 dated November 11, 2016 and notified to the Minister of Justice and Human Rights by Letter No. AHU-AH.01.03-0098120 dated November 11, 2016.

According to Article 3 of the Articles of Association, the purposes and objectives of the Company are to engage in the field of services, trade, workshop, property and real estate industry and investments in companies.

Currently the main business activities of the Company and Subsidiaries include:

Automotive Business Activities

Automotive group of the Company is one of the founders of the Toyota dealership in Indonesia in marketing products of Toyota for Central Java and DI Yogyakarta through Nasmoco Group network. At the date hereof, there are 22 dealers of Nasmoco network with sales service of vehicle units, after-sales services, namely workshop services and the supply of spare parts scattered in almost all major cities in Central Java and DI Yogyakarta,

Financing Business Activities

Financing business group of the Company provides motor vehicle financing services, whether for corporate or individual consumers. The financing group of the Company starts to operate commercially by the Company in 2004. At the date hereof is issued, the financing business group of the Company has 37 branches of financing services scattered in Java and several major cities in Indonesia, namely Medan, Pontianak, Makassar and Denpasar.

The Company is headquartered in Jalan Gaya Motor I No. 8, Sunter II, Jakarta 14330.

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PUBLIC OFFERING

1. Total Offered Shares : A total of 150,000,000 (one hundred and fifty million) ordinary shares with a nominal value of Rp100 (one hundred Rupiah) per share, or as much as 10% (ten percent) of the issued and fully paid-up shares in the Company after the Public Offering

2. Nominal Value : Rp100 (one hundred Rupiah) per share

3. Offer Price : Rp1,750 (one thousand seven hundred and fifty Rupiah)

4. Total Public Offering : Rp262,500,000,000 (two hundred and sixty-two billion five hundred million Rupiah)

5. Total Registered Shares : A total of 1,500,000,000 (one billion five hundred million) share

Shares Offered in the framework of Share Initial Public Offering are entirely New Shares derived from the portfolio, to be listed on the BEI and will give the holder the same and equal rights in all respects with other Companys shares issued and fully paid-up, including the rights to the distribution of dividends, the right to vote at the GMS, the right to the distribution of bonus shares and rights issue in accordance with the provisions of the Company Law.

CAPITAL STRUCTURE BEFORE AND AFTER PUBLIC OFFERING

At the date hereof, the capital structure and composition of shareholders of the Company are as follows:

Capital ShareConsisting of Ordinary Shares

With a nominal value of Rp100 (one hundred Rupiah) per share

Description Total Share Total Nominal Value of @Rp100 per share (Rp) %

Authorized Capital 5,400,000,000 540,000,000,000Issued and Fully Paid-Up CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00PT Superior Coach 135,000,000 13,500,000,000 10.00Total Issued and Fully Paid-Up Capital 1,350,000,000 135,000,000,000 100.00Total Shares in Portfolio 4,050,000,000 405,000,000,000

With the sale of the entire Shares Offered by the Company in this Public Offering, the capital structure and composition of shareholders of the Company before and after the Public Offering in a proforma basis are as follows:

Description

Before Public Offering After Public Offering

Total ShareTotal Nominal Value

of @Rp100 per share (Rp)

% Total ShareTotal Nominal Value of @Rp100 per share

(Rp)%

Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000 540,000,000,000Issued and Fully Paid-Up

CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach 135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000 9.00Public* - - - 150,000,000 15,000,000,000 10.00Total Issued and Fully Paid-Up

Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00Total Shares in Portfolio 4,050,000,000 405,000,000,000 3,900,000,000 390,000,000,000

*Public each with the ownership below 5%

xii

Along with the Share Public Offering, the Company holds an employee stock allocation program (ESA) with a maximum number of 10% (ten percent) of the total number of Shares Offered to a maximum of 15,000,000 (fifteen million) shares.

Implementation of the purchase of shares in particular will be implemented in accordance with Regulation No. IX.A.7.

With the sale of the entire Shares Offered by the Company in this Public Offering and the implementation of ESA, the capital structure and shareholding structure of the Company before and after the Public Offering and the implementation of ESA in proforma basis are as follows:

Description

Before Public Offering and the Implementation of ESA

After Public Offering and the Implementation of ESA

Total ShareTotal Nominal Value

of @Rp100 per share (Rp)

% Total ShareTotal Nominal Value of @Rp100 per share

(Rp)%

Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000 540,000,000,000Issued and Fully Paid-Up

CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach 135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000 9.00Public* - - - 135,000,000 13,500,000,000 9.00Employees (ESA Program) - - - 15,000,000 1,500,000,000 1.00Total Issued and Fully Paid-Up

Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00Total Shares in Portfolio 4,050,000,000 405,000,000,000 3,900,000,000 390,000,000,000

*Public each with the ownership below 5%

PLAN FOR THE SALE OF SHARES BY SHAREHOLDERS THROUGH PRIVATE PLACEMENT

In addition to the Public Offering, as mentioned above, PT Superior Coach as a shareholder of the Company will also conduct a private placement of shares it owns in the maximum amount of 135,000,000 (one hundred and thirty five million) registered ordinary shares or by a maximum of 9% (nine percent) of issued and paid-up capital of the Company after the Public Offering to certain parties inside and outside the territory of Indonesia. The parties to be the target of shares offering in the private placement by PT Superior Coach are major investors, pension funds, insurers, long-term domestic and international investors,, hedge funds and wealth management.

The capital structure and proforma shareholding structure before and after the implementation of the private placement by PT Superior Coach shall be as follows:

Description

After Public Offering and ESA Implementation but prior to Private Placement

After Public Offering, ESA Impelemtantion and Private Placement

Total SharesTotal Nominal Values

@Rp100 per share (Rp)

% Total SharesTotal Nominal Values

@Rp100 per share (Rp)

%

Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000 540,000,000,000Issued and Fully Paid-Up

CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 81.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach 135,000,000 13,500,000,000 9.00 - - -Public* 135,000,000 13,500,000,000 9.00 270,000,000 27,000,000,000 18.00Employees (ESA Program) 15,000,000 1,500,000,000 1.00 15,000,000 1,500,000,000 1.00Total Issued and Fully Paid-Up

Capital 1,500,000,000 150,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00Total Shares in Portfolio 3,900,000,000 390,000,000,000 3,900,000,000 390,000,000,000

*public each with the ownership below 5%

xiii

PLAN FOR USE OF PROCEEDS

The proceeds from the Public Offering, after being deducted by the costs for issuance of shares, will be fully used by the Company:

1. Approximately 33% will be used by the Company either directly or indirectly through NRM for capital expenditures related to the Company and/or its Subsidiaries business development, among others, for the construction of new dealers and their facilities to expand its Toyota network within a period of 2017 - 2019.

The distribution of proceeds from Initial Public Offering to NRM, engaged in trading field, authorized dealer, and vehicle repair services, shall be granted by the Company in the form of unsecured loans with the reasonable interest rate applicable at the time of loans granted within a loan period of 3 (three) to 5 (five) years.

2. Approximately 33% will be used by the Company within a period of 2017 - 2019 to make investments related to acquisition opportunities for expansion and development of business activities of the Company and the Subsidiaries including the acquisition of dealers, the acquisition of shares of the company which owns dealership facilities, and establish a new company in order to strengthen the network for the automotive business activities and provide benefits that support the Companys business activities. Until the issuance hereof, there has been no acquisition target of dealers, acquisition of shares of the company that has dealer facilities or establish a new company.

3. The rest will be used by the Company, either directly or indirectly through NRM and/or AFI for working capital, among others, the Companys operational costs such as the purchase of cars and spare parts inventory, consumer financing working capital and other costs.

The distribution of the proceeds from Initial Public Offering to NRM, which is engaged in trade field, authorized dealers, and vehicles repair services, and/or AFI, which is engaged in financial services, provided by the Company in the form of unsecured loans with a reasonable interest applicable at the time loans granted by the loan period of less than 1 (one) year.

After the loans granted by the Company are fully repaid by the Subsidiaries, the amount will be used by the Company for business development of the Company and/or its Subsidiaries, among others in the form of capital expenditure as for the construction of the new dealership and its facilities thereof or additional new investment having strategic value and can support the Companys business activities, as well as for working capital

COMPANY BUSINESS STRATEGY

a. Always focusing on business activities conducted at this timeb. Expanding its distribution networkc. Increasing revenues through business development with a high rate of return and integrated in the

automotive industryd. Using information technology systems connected onlinee. Promoting prudential principlesf. Improving synergies between business activitiesg. Improving the quality of human resourcesh. Properly planning the finance

xiv

BUSINESS RISKS

Business Risks of the Company and Subsidiaries1. Risks of Business Competition2. Risks of Brand Holder Sole Agent Policy3. Risk of Concentrated Sales Territory 4. Risks of Reliance on Subsidiaries5. Risks of Reliance on Bank Loan and External Financing for Running and Developing Business

Activities6. Risks of Financing7. Risks of Operation8. Risks of Government Policy9. Risks of Economy

Risks over Shareholding of the Company1. Risks of Share Liquidity2. Risks of Share Price to Fluctuate3. Risks of The Companys ability to Pay Dividends in the Future will Rely on Retained Earnings,

Financial Condition, Cash Flow and Working Capital Needs in the Future4. Risks of Future Sales of Shares may Affect the Market Price of the Company Shares DIVIDEND POLICY

The entire issued and fully paid-up ordinary shares , including registered ordinary shares offered in this Initial Share Public Offering, has the same and equal rights including the right to dividend distribution.

In accordance with Indonesian laws and regulations, in particular the Company Law, the Company may distribute dividends. Dividend payment refers to the provisions contained in the Articles of Association of the Company and approval of shareholders at the GMS and considers the fairness of such payments and also the interests of the Company. Dividend payment can only be made if the Company recors positive retained earnings.

The interim dividend can be distributed at the end of the financial year provided that it does not violate the provisions of the Articles of Association and the distribution does not cause the Companys net assets smaller than the issued and paid-up capital. The distribution of the interim dividend is determined by the Board of Directors upon approval of the Board of Commissioners. If at the end of the financial year the Company suffers a loss, the interim dividend that has been distributed must be returned by the shareholders to the Company. In the event that the shareholders cannot return the interim dividend, the Board of Directors and the Board of Commissioners shall be liable jointly and severally for the losses of the Company.

Determination, amount and payment of dividends on the shares at a later date, if any, will depend on the following factors, including:

The results of operations, cash flows and financial condition; The development plan of the Company in the future; and Other factors considered important by the Companys management.

Notwithstanding the foregoing, the Company plans to distribute the cash dividends as much as up to 50% of net profit for the current year before other comprehensive income after setting aside mandatory reserves commencing from the fiscal year of 2017. The Company has no negative covenants with respect to third party covenants in the framework of dividend payment.

xv

FINANCIAL HIGHLIGHTS

The following table illustrates the Consolidated Financial Highlights of the Company for the period of nine months ended September 30, 2016 and 2015 (unaudited) and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011. The important financial data derived from the Consolidated Financial Statements of the Company and Subsidiaries for the period of nine months ended September 30, 2016 that have been audited by Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of the RSM network, with unqualified opinion signed by Rudi Hartono Purba, for the year ended December 31, 2015 audited by Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of the RSM network with unqualified opinion signed by Rudi Hartono Purba, for the year ended December 31, 2014 that have been audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with unqualified opinion signed by Saptoto Agustomo, for the years ended December 31, 2013 and 2012 audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with unqualified opinion signed by Dudi Hadi Santoso and for the year ended December 31, 2011 audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with unqualified opinion signed by Mawar I.R. Napitupulu.

STATEMENTS OF FINANCIAL POSITION

(in billion Rupiah)

DescriptionAs of September

30 As of December 31

2016 2015 2014 2013 2012 2011Total Assets 6,301.9 5,858.0 5,490.3 4,809.8 3,440.4 2,506.3Total Liabilities 4,844.5 4,560.0 4,296.1 3,733.7 2,597.2 1,898.7Total Equities 1,457.4 1,298.0 1,194.2 1,076.01 843.2 607.6

STATEMENTS OF PROFIT OR LOSS

(in billion Rupiah)

DescriptionPeriod of nine months ended September 30 Year ended December 31

2016 2015 2015 2014 2013 2012 2011Revenue 4,980.8 4,028.8 5,657.2 5,926.1 5,862.3 4,374.8 3,794.3Gross Profit 854.6 666.8 884.3 867.0 896.9 905.2 809.2Total Comprehensive Income of

Current Year/Period 176.9 114.3 140.8 158.2 258.4 233.1 144.2

DESCRIPTION ABOUT SUBSIDIARIES

On the issuance date hereof, the Company has Subsidiaries, either directly or indirectly, as follows:

Direct Investments in Subsidiaries

No Subsidiaries Name Business ActivitiesDirect

Ownership (%)

Indirect Ownership

(%)

Company Ownership Effectively

(%)

Year of Investment

Year of Commercial Operation

1. PT Gema Adipradana Indah

Trade 99.99 - 99.99 2008 2002

2. PT Andalan Finance Indonesia

Financing Services 60.2 39.8(through

NRM)

92.2 1997 1995

3. PT New Ratna Motor

Trade, Authorized Dealer and Vehicle Reparation Service

70.0 30.0(through

BMN)

81.0 1997 1961

4 PT Bahtera Multi Niaga

Trading, Retailer 36.7 - 36.7 2004 2004

5. PT Semarang Diamond Citra

Building Lease 65.0 - 65.0 2002 1975

xvi

Indirect Investments in Subsidiaries

No Subsidiaries Name Business ActivitiesDirect

Ownership (%)

Company Ownership

Effectively (%)

Year of Investment

Year of Commercial Operation

1. PT Chandra Pratama Motor

Trade, Authorized Dealer and Vehicle Reparation Service

95.0(through

NRM) and 5.0 (through NAS)

80.9 2010 1991

2. PT Sumber Bahtera Mandiri

Building Lease 66.4(through NRM)

53.8 1996 1987

3. PT Nasmoco Bahtera Motor

Trade, Authorized Dealer and Vehicle Reparation Service

66.4(through NRM)

53.8 2012 2012

4. PT Nasmoco Trade, Authorized Dealer and Vehicle Reparation Service

98.5 (through NRM)

79.8 2004 1976

5 PT Meka Adipratama

Trading, Equipment/Spare parts and Vehicle Repair Services

58.0(through NRM)

46.9 1995 1992

6. PT Nasmoco Pratama Motor

Trade, Authorized Dealer and Vehicle Reparation Service

99.0(through

CPM) and 1.0 (through NAS)

80.9 2010 2010

7. PT Nasmoco Karangjati Motor

Trade, Authorized Dealer and Vehicle Reparation Service

90.0(through NAS)

71.8 2013 2013

8. PT Nasmoco Bahana Motor

Trading and Vehicle Repair Services

90.0(through NBM)

48.4 2012 2012

9. PT Graha Bahana Mandiri

Rental Services of Properties, Buildings, Warehouses and Offices

90.0(through SBM)

48.4 2012 2012

10. PT Meka Mekar Niaga

Trading, Retailer 99.0(through NBM)

46,5 2009 2009

1

I. PUBLIC OFFERING

A total of 150,000,000 (one hundred and fifty million) ordinary shares with a nominal value of Rp100 (one hundred Rupiah) or 10% (ten percent) of the issued and fully paid-up capital in the Company after the Publoc Offering, offered to the Public with an Offer Price of Rp1,750 (one thousand seven hundred and fifty Rupiah), which must be paid in full at the time of filing the Share Subscription Form (FPPS), The total number of Public Offering is Rp262,500,000,000 (two hundred and sixty-two billion five hundred million Rupiah).

PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk(PT BINTRACO DHARMA Tbk)

Main Business Activities:Engage in Trade, Authorized Dealer, Services including Financing Services Related to Motor Vehicle

through Subsidiaries and Management Consulting Services

Domiciled in North Jakarta, Indonesia

Head Office:Jalan Gaya Motor I No. 8 Sunter II, Jakarta 14330

Telepon: (+6221) 6511232Fax: (+6221) 6512176

Operational Office: Sunburst CBD Lot II No. 3BSD City, Kota Tangerang

Selatan 15321Telepon: (+6221) 22356800

Fax: (+6221) 22356801

Dealer Network and Branch Office:22 dealer network in Central Java and DI

Yogyakarta37 financing service offices in Jakarta,

Central Java, DI Yogyakarta, West Java, East Java, Banten, Bali, North Sumatra, West Kalimantan and South Sulawesi

website: www.bintracodharma.comemail: [email protected]

MAIN RISKS FACED BY THE COMPANY ARE RISKS OF BUSINESS COMPETITION, WHICH CAN PROVIDE NEGATIVE IMPACTS ON BUSINESS ACTIVITIES, OPERATIONAl PERFORMANCE, FINANCIAL CONDITION AND BUSINESS PROSPECTS OF THE COMPANY. BUSINESS RISKS OF THE COMPANY ARE COMPLETELY LISTED IN CHAPTER VI HEREOF.

RISKS RELATED TO OWNERSHIP OF SHARES OF THE COMPANY ARE ILLIQUIDITY OF SHARES OFFERED ON THIS PUBLIC OFFERING, CONSIDERING THE NUMBER OF SHARES OFFERED BY THE COMPANY IS NOT TOO BIG, THEN THERE IS A POSSIBILITY THAT THE SHARES OF THE COMPANY WILL NOT BE LIQUID IN ITS TRADE. THUS, THE COMPANY CANNOT PREDICT WHETHER THE MARKET OF SHARES OF THE COMPANY WILL BE ACTIVE OR THE LIQUIDITY OF SHARES OF THE COMPANY WILL BE MAINTAINED.

2

On the issuance date hereof, the capital structure and composition of the shareholders of the Company are as follows:

Capital ShareConsisting of Registered Ordinary Shares

With a Nominal Value of Rp100 (one hundred Rupiah) per share

Description Total Share Total Nominal Value of @Rp100 per share (Rp) %

Authorized Capital 5,400,000,000 540,000,000,000Issued and Fully Paid-Up CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00PT Superior Coach 135,000,000 13,500,000,000 10.00Total Issued and Fully Paid-Up Capital 1,350,000,000 135,000,000,000 100.00Total Shares in Portfolio 4,050,000,000 405,000,000,000

In the framework of this Public Offering, the New Shares offered entirely consist of registered ordinary shares derived from the portfolio and will give the holders the same and equal rights in all respects with other Companys issued and fully paid-up shares, including the right to the distribution of dividends, the right to vote at the GMS, the right to distribution of bonus shares and rights issue in accordance with the provisions of the Company Law.

With the sale of the entire Shares Offered by the Company in this Public Offering, the capital structure and composition of shareholders of the Company before and after the Public Offering in a proforma basis are as follows:

Description

Before Public Offering After Public Offering

Total ShareTotal Nominal Value

of @Rp100 per share (Rp)

% Total ShareTotal Nominal Value of @Rp100 per share

(Rp)%

Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000 540,000,000,000Issued and Fully Paid-Up

CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach 135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000 9.00Public* - - - 150,000,000 15,000,000,000 10.00Total Issued and Fully Paid-Up

Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00Total Shares in Portfolio 4,050,000,000 405,000,000,000 3,900,000,000 390,000,000,000

*Public each with the ownership below 5%

Employee Stock Allocation or ESA

ESA program is a program granting an allotment of shares that are part of the Initial Public Offering of the Companys Share to the Companys employees, including employees of the Companys Subsidiaries to subscribe shares in the Public Offering of a maximum of 10% (ten percent) of the number of Shares Offered, or as many as 15,000,000 (fifteen million) shares. The implementation price for ESA Program is the same as the offering Price upon the Initial Public Offering of Shares. If there are remaining shares not subscribed by the Companys employees, then the remaining shares will be offered to the public.

This ESA program is offered to the employees of the Company and the employees of Subsidiaries who have qualified from the Company provided that the Companys Director and Commissioner are not permitted to participate in the ESA Program. The main objective of this ESA Program is to create a sense of belonging of employees of the Company, so that it can add motivation and spirit of work of employees to achieve the goal of business of the Company to be one of compensation to employees that have give their contribution and services to the Company and in order to keep and obtain skillfull and professional manpower in the Company and the Subsidiaries of the Company.

3

The implementation of the ESA Program will follow the provisions contained in the Regulation No. IX.A.7.

Terms and Conditions of ESA Program

Participants that are eligible to participate in this ESA Program are employees with the following conditions:a. Employees of the ESA program participants are all employees of the Company and the Subsidiaries

of the Company with the status of permanent employees by job level of Supervisor, Manager, General Manager and or other equivalent positions.

b. Such employees mentioned above are not in the status of an administrative sanction upon the implementation of the ESA program.

c. Not intended for the Board of Directors and Board of Commissioners of the Company and the Subsidiaries of the Company.

The allocation of shares for the ESA program consists entirely of certain allocation shares with the lock-up period of 6 (six) months to one (1) year. The lock-up period tenor will be arranged at the ESA Program policies approved by the Board of Directors.

Implementation of Shares Issuance

The program participants who wish to purchase the offered shares with a certain allocation shall apply for ordering certain allocation shares as much as possible in accordance with the amount allocated in the name of the participants. The Company will issue a confirmation of the shares allocation to the participants certainly after obtaining an effective statement from OJK. On the Allotment Date, the participants will receive a confirmation of allotment of shares upon certain allotment shares ordered through the ESA Program.

The ESA Program shall be held in the same time with the implementation schedule of the Initial Public Offering of the Company.

The ESA Program Costs are costs of participants who obtained loan facilities of the Company and the Company is therefore not charged any cost in the implementation of the ESA Program, however, the Company shall bear the costs for the formation of the administration of the ESA Program.

With the sale of the entire Shares Offered by the Company in this Public Offering and the implementation of ESA, the capital structure and composition of shareholders of the Company before and after the Public Offering and the implementation of ESA in a proforma basis are as follows:

Description

Before Public Offering and the implementation of ESA

After Public Offering and the implementation of ESA

Total ShareTotal Nominal Value

of @Rp100 per share (Rp)

% Total ShareTotal Nominal Value

of @Rp100 per share (Rp)

%

Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000 540,000,000,000Issued and Fully Paid-Up CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 90.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach 135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000 9.00Public* - - - 135,000,000 13,500,000,000 10.00Employees (ESA Program) - - - 15,000,000 1,500,000,000 1.00Total Issued and Fully Paid-Up

Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000 150,000,000,000 100.00Total Shares in Portfolio 4,050,000,000 405,000,000,000 3,900,000,000 390,000,000,000

*Public each with the ownership below 5%

4

PLANS FOR SALE OF SHARES BY SHAREHOLDERS THROUGH PRIVATE PLACEMENT

In addition to the Public Offering as mentioned above, PT Superior Coach as the shareholder of the Company will also conduct a private placement on the shares it owns in the maximum amount of 135,000,000 (one hundred and thirty five million) registered ordinary shares or by a maximum of 9% (nine percent) of issued and paid-up capital in the Company after the Public Offering to the Offering Price to certain parties inside and outside Indonesia. The parties who will be the share offering target in the private placement by PT Superior Coach are major investors, pension funds, insurance, domestic and international long-term investors, hedge funds and wealth management. Until now, there is no investor who becomes the share offering target in the private placement owned by PT Superior Coach.

The shares owned by PT Superior Coach offered through a private placement are not included as shares prohibited from being transferred (lock-up) according to Bapepam and LK Regulation No. IX.A.6 on Limitation of Shares Issued Prior to Public Offering. Submission or closing of transaction of shares owned by PT Superior Coach will be made by the BEI via the Secondary Market on the Listing Date or other date after the Listing Date. Any costs issued in the private placement shall be fully responsibility of PT Superior Coach and shall not be any part of costs borne by the Company.

This share disengagement plan by PT Superior Coach is a private placement and not a public offering of shareholders. PT Superior Coach will relinquish rights to shares held by the Company to certain investors (not an Indonesian citizen and made outside the territory of Indonesia), and will not be offered in Indonesia or offered to Indonesian citizens to more than 100 parties or sold to more than 50 parties. Thus, the share disengagement plan of Seller Stockholders is not a Public Offering based on Capital Market Law.

The capital structure and composition of shareholders in a proforma basis before and after the private placement by PT Superior Coach are as follows:

Description

After Public Offering and the Implementation of ESA but before Private Placement

After Public Offering, the Implementation of ESA and Private Placement

Total Shares Total Nominal Value of @Rp100 per share (Rp) % Total SharesTotal Nominal Value of @Rp100 per share (Rp) %

Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000 540,000,000,000Issued and Fully Paid-Up

Capital PT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000 81.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach 135,000,000 13,500,000,000 9.00 - - -Public* 135,000,000 13,500,000,000 9.00 270,000,000 27,000,000,000 18.00Employee (ESA Program) 15,000,000 1,500,000,000 1.00 15,000,000 1,500,000,000 1.00Total Issued and Fully Paid-Up

Capital 1,500,000,000 150,000,000,000 100,00 1,500,000,000 150,000,000,000 100.00Total Shares in Portfolio 3,900,000,000 390,000,000,000 3,900,000,000 390,000,000,000

*Public each with the ownership below 5%

COMPANYS SHARES LISTING IN THE INDONESIA STOCK EXCHANGE

Along with the listing of 150,000,000 (one hundred and fifty million) registered ordinary shares which are new shares of the Company, which are all offered in the Public Offering or amounting to 10% (ten percent) of the issued and paid-up capital after the public offering, the Company will also list all of the shares owned by the founding shareholders in the BEI. Thus the entire number of shares to be listed by the Company on the BEI is 1,500,000,000 (one billion five hundred million) shares or amounting to 100% (one hundred percent) of the total issued and paid-up capital after the Public Offering.

The Company does not plan to issue or list shares and/or other securities that are convertible into shares within 12 (twelve) months after the effective date.

5

II. PLAN FOR USE OF PROCEEDS FROM THE PUBLIC OFFERING

The proceeds from the Public Offering, after being deducted by the costs for issuance of shares, will be fully used by the Company:

1. Approximately 33% will be used by the Company either directly or indirectly through NRM for capital expenditures related to the Company and/or Subsidiaries business development, among others, for the construction of new dealers and their facilities to expand its Toyota network within a period of 2017-2019.

The distribution of the proceeds from Initial Public Offering to NRM, which is engaged in trade, authorized dealers, and repair of vehicles, shall be provided by the Company in the form of unsecured loans with a reasonable interest rate in force at the time the loans were given with the loan period of 3 (three) to 5 (five) years..

2. Approximately 33% will be used by the Company within a period of 2017 - 2019 to make investments related to acquisition opportunities for expansion and development of business activities of the Company and the Subsidiaries including the acquisition of dealers, the acquisition of shares of the company which owns dealership facilities, and establish a new company in order to strengthen the network for the automotive business activities and provide benefits that support the Companys business activities. Until the issuance hereof, there has been no acquisition target of dealers, shares acquisition on the company having dealer facilities and to establish a new company.

3. The rest will be used by the Company, either directly or indirectly through NRM and/or AFI for working capital, among others, the operational costs such as the purchase of cars and spare parts inventory, consumer financing working capital and other costs.

The distribution of the proceeds from Initial Public Offering to NRM, which is engaged in trade, authorized dealers, and repair of vehicles, and/or AFI, which is engaged in financial services, shall be provided by the Company in the form of unsecured loans with a reasonable interest rate in force when the loans are granted by the loan period of less than 1 (one) year.

The Company made disbursements in the form of loans to the Subsidiaries in order that the Company had funds in the future. After the loans granted by the Company are fully repaid by the Subsidiaries, the amount will be used by the Company for business development of the Company and/or its Subsidiaries, among others in the form of capital expenditure as for the construction of new dealers and their facilities or other additional new investment having strategic value and can support the Companys business activities, as well as for working capital.

In the event of the amount of the proceeds from this Public Offering is not sufficient for capital expenditures, investments and working capital of the Company, the Company will use the proceeds of the loan facility of a third party, the funds raised from the capital market such as the issuance of bonds or private placement and/or funds from the Companys internal.

The Company plans to deposit proceeds from the Public Offering in the form of time deposits.

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In accordance with OJK Regulation No. 30/2015, the total estimated cost incurred by the Company is approximately 4.8165% of the value of the Initial Public Offering that includes:

1. Management fee, underwriting fee and selling fee of 0.9500%, with the details:a. Management fee of 0.4500%b. Underwriting fee of 0.1000%c. Selling fee of 0.4000%

2. Institutions and Professionals Supporting the Capital Market fee of 2.2260% consisting of service fees:a. Public Accountant of 0.9228%b. Legal Consultant of 1.2042% c. Notary of 0.0686%d. Securities Administration Bureau of 0.0305%

3. Listing fee in the BEI, KSEI registration fee, registration statement fee to the OJK, fee of Due Diligence Meeting and Public Expose, newspaper ads, prospectuses and forms printing, the implementation of public offering and others of 1.6404%.

The Company will report actual use of fund from the Public Offering to the OJK in accordance with the OJK Regulation No. 30/2015. The actual use of proceeds from the public offering will be accounted for on a regular basis every year to our shareholders in the General Meeting of the Company. The report on the realization of the use of proceeds submitted to the OJK is made periodically every 6 (six) months with the reporting date of June 30 and December 31 and the first shall be made at the nearest reporting date after the date of the Initial Share Public Offering. The submission of the report shall be no later than the 15th of the following month.

In case of changes in the use of funds, the Company shall:

a. submit plans and reasons for the change in the use of funds from the Public Offering along with the notification of GMS agenda to the OJK; and

b. obtain prior approval of the GMS in advance.

In the event that the Company will make a transaction using the funds from the Public Offering which is Affiliated Transactions and Conflicts of Interest on Certain Transactions and/or Material Transactions, the Company will implement them in accordance with the Regulation No. IX.E.1 and/or Regulation No. IX.E.2.

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III. STATEMENT OF LIABILITIES

Based on the Consolidated Financial Statements as of September 30, 2016 which has been audited by the Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of the RSM network and signed by Rudi Hartono Purba with an unqualified opinion, liabilities of the Company and the Subsidiaries as of September 30, 2016 amounted to Rp4,844.5 billion with the following details:

(In billion Rupiah)Description Total

SHORT-TERM LIABILITIESShort-Term Loan 949.5Trade Payables

Third Parties 176.7Other Short-Term Financial Liabilities

Related Parties 10.1Third Parties 178.7

Accrued Expense 67.5Unearned Revenue 6.9Taxes Payable 52.6Long-Term Loan 1,518.6Total Short-Term Liabilities 2,960.6

LONG-TERM LIABILITIESLong-Term Loans 1,768.6Post-Employment Benefits 115.3Total Long-Term Liabilities 1,883.9Total Liabilities 4,844.5

SHORT-TERM LIABILITIES

Short-Term Loans

Short-term loans of the Company and the Subsidiaries as of September 30, 2016 amounted to Rp949.5 billion, consist of:

(In billion Rupiah)Total

PT Bank CIMB Niaga Tbk 211.9PT Bank Mandiri (Persero) Tbk 145.0PT Bank Central Asia Tbk 144.8PT Bank Resona Perdania 132.0PT Bank Permata Tbk 133.7PT Bank Danamon Tbk 46.6PT Bank Negara Indonesia (Persero) Tbk 50.0PT Bank Maybank Indonesia Tbk 85.5Total 949.5

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PT Bank CIMB Niaga Tbk

1. PT New Ratna Motor (NRM)

In accordance with the Deed of Credit Agreement No. 3 dated November 14, 2000 from Bonaventura Idi Pangestu Suhendro SH, Notary in Semarang, last amended by Letter No. 008/416/SMG/RAH/16 dated September 28, 2016, NRM has a credit facilities from PT Bank CIMB Niaga Tbk (Niaga) as follows: Current Account Loan with a ceiling of Rp35,000,000,000 with maturity of up to November 3,

2017 and an interest rate of 11% per year - floating; Revolving Fixed Loan with a ceiling of Rp90,000,000,000 with maturity of up to November 3,

2017 and an interest rate of 11% per year - floating; Special Transaction Loan with a ceiling of Rp260,000,000,000 with maturity of up to November

3, 2017 and interest rate of 11% per year - floating; Special Transaction Loan - 2 with a ceiling of Rp260,000,000,000 with maturity of 84 months

after the loan withdrawal (including grace period) and interest rate of 11% per year - floating; Bank Guarantee with a ceiling of Rp25,000,000,000 with maturity of up to November 3, 2017.

The purpose of this loan is to finance working capital for NRM.

The collaterals for this loan facility are cross collateralized and cross default on the credit facility granted to the business group of NRM with the following details:

Right to Build Certificates No. 66, 68, 69, 78, 84, 86, 88, 90, 92 Karanganyar Village, Tugu District, Semarang, Central Java Province covering an area of 81,847 m2 registered in the name of SDC;

Right to Build Certificates No. 95 and 96 Ngesrep Village, Banyumanik District, Semarang, Central Java Province covering an area of 2,832 m2 registered in the name of NRM;

Right to Build Certificate No. 120 Jajar Village, Laweyan District, Surakarta Municipality, Central Java Province covering an area of 3,695 m2 registered in the name of PT Bengawan Abadi Mandiri, a related party;

Right to Build Certificate No. 06201 located in Kavling Sunburst Blok CBD-II No. 3 BSD City, South Tangerang City, Banten Province covering with a land area of 6,646 m2 and a building area of 16,308.66 m2 registered in the name of NRM;

Right to Build Certificates No. 1020 and 1021 located in Jl. Gerilya Timur No. 56, Purwokerto registered in the name of Stephanus Harso Budhi, the Board of Director of NRM;

Right to Build Certificate No. 346, located in Jl. Puspowarno No. 21, Semarang registered in the name of NRM;

Right to Build Certificates No. 00653 and 00654 located in Jl. Lingkar Selatan Banguntapan, Bantul registered in the name of SBM, a related party;

Fiduciary of Toyota brand vehicle supplies of various types bound by notary and registered to the Fiduciary Registry Office;

Fiduciary of receivables with a total value of fiduciary of at least Rp250,000,000,000 bound by notary and registered to the Fiduciary Registry Office.

Payments made by NRM for the period of 9 (nine) months ended September 30, 2016 amounted to Rp3,321,048,596,848.

Commercial loan balance as of September 30, 2016 amounted to Rp163,969,997,777.

2. PT Chandra Pratama Motor (CPM)

In accordance with the Deed of Credit Agreement No. 4 dated February 10, 2009 from Bonaventura Idi Pangestu Suhendro SH, Notary in Semarang, last amended by Letter No. 008/416/SMG/RAH/16 dated September 28, 2016, CPM has a fixed loan credit facility from PT Bank CIMB NiagaTbk (Niaga) with a maximum loan of Rp10,000,000,000. This loan facility is due on November 3, 2017 with an interest rate of 11% per year - floating.

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The purpose of this loan is to finance working capital for CPM. The collaterals given on this facility are as follows: Right to Build Certificates No. 66, 68, 69, 78, 84, 86, 88, 90 and 92 in Karanganyar Village,

Tugu District, Semarang, Central Java Province covering an area of 81,847 m2 registered in the name of SDC, a subsidiary;

Right to Build Certificates No. 95 and 96 Ngesrep Village, Banyumanik District, Semarang, Central Java Province covering an area of 2,832 m2 registered in the name of NRM;

Right to Build Certificate No. 120 in Jajar Village, Laweyan District, Surakarta Municipality, Central Java Province covering an area of 3,695 m2 registered in the name of PT Bengawan Abadi Mandiri, a related party;

Right to Build Certificates No. 1020 and 1021 located in Jl. Gerilya Timur No. 56, Purwokerto registered in the name of Stephanus Harso Budhi, the Board of Director of NRM;

Right to Build Certificate No. 346, located in Jl. Puspowarno No. 21, Semarang registered in the name of NRM;

Right to Build Certificates No. 00653 and 00654 located in Jl. Lingkar Selatan Banguntapan, Bantul registered in the name of SBM, a related party;

Fiduciary of Toyota brand vehicle supplies of various types bound by notary and registered to the Fiduciary Registry Office;

Fiduciary of receivables with a total value of fiduciary of at least Rp250,000,000,000 bound by notary and registered to the Fiduciary Registry Office.

Payments made by CPM for the 9 (nine) months period ended September 30, 2016 amounted to Rp42,000,000,000.

Commercial loan balance as of September 30, 2016 amounted to Rp3,000,000,000.

3. PT Nasmoco Bahtera Motor (NBM)

In accordance with the Deed of Credit Agreement No. 34 dated November 15, 2013 from Hari Bagyo SH, Notary in Semarang, last amended by Letter No. 008/416/SMG/RAH/16 dated September 28, 2016, NBM has a fixed loan credit facility from PT Bank CIMB Niaga Tbk (Niaga) with a maximum loan of Rp15,000,000,000. This loan facility is due on November 3, 2017 with an interest rate of 11% per year - floating.

The purpose of this loan is to finance working capital for NBM.

The collaterals given on this facility are as follows: Right to Build Certificates No. 66, 68, 69, 78, 84, 86, 88, 90 and 92 in Karanganyar Village,

Tugu District, Semarang, Central Java Province covering an area of 81,847 m2 registered in the name of SDC, a subsidiary;

Right to Build Certificates No. 95 and 96 Ngesrep Village, Banyumanik District, Semarang, Central Java Province covering an area of 2,832 m2 registered in the name of NRM;

Right to Build Certificate No. 120 in Jajar Village, Laweyan District, Surakarta Municipality, Central Java Province covering an area of 3,695 m2 registered in the name of PT Bengawan Abadi Mandiri, a related party;

Right to Build Certificates No. 1020 and 1021 located in Jl. Gerilya Timur No. 56, Purwokerto registered in the name of Stephanus Harso Budhi, the Board of Director of NRM;

Right to Build Certificate No. 346, located in Jl. Puspowarno No. 21, Semarang registered in the name of NRM;

Right to Build Certificates No. 00653 and 00654 located in Jl. Lingkar Selatan Banguntapan, Bantul registered in the name of SBM, a related party;

Fiduciary of Toyota brand vehicle supplies of various types bound by notary and registered to the Fiduciary Registry Office;

Fiduciary of receivables with a total value of fiduciary of at least Rp250,000,000,000 bound by notary and registered to the Fiduciary Registry Office.

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Payments made by NBM for the period of 9 (nine) months ended September 30, 2016 amounted to Rp100,000,000,000.

Commercial loan balance as of September 30, 2016 amounted to Rp5,000,000,000.

4. PT Nasmoco Bahana Motor (NBnM)

In accordance with the Deed of Credit Agreement No. 2 dated November 2, 2012 from Hari Bagyo SH, Notary in Semarang, last amended by Letter No. 008/416/SMG/RAH/16 dated September 28, 2016, NBnM has a fixed loan credit facility from PT Bank CIMB Niaga Tbk (Niaga) with a maximum loan of Rp20,000,000,000. This loan facility is due on November 3, 2017 with an interest rate of 11% per year - floating.

The purpose of this loan is to finance working capital for NBnM.

The collaterals given on this facility are as follows: Right to Build Certificates No. 66, 68, 69, 78, 84, 86, 88, 90 and 92 in Karanganyar Village,

Tugu District, Semarang, Central Java Province covering an area of 81,847 m2 registered in the name of SDC;

Right to Build Certificates No. 95 and 96 Ngesrep Village, Banyumanik District, Semarang, Central Java Province covering an area of 2,832 m2 registered in the name of NRM;

Right to Build Certificate No. 120 in Jajar Village, Laweyan District, Surakarta Municipality, Central Java Province covering an area of 3,695 m2 registered in the name of PT Bengawan Abadi Mandiri, a related party;

Right to Build Certificates No. 1020 and 1021 located in Jl. Gerilya Timur No. 56, Purwokerto registered in the name of Stephanus Harso Budhi, the Board of Director of NRM;

Right to Build Certificate No. 346, located in Jl. Puspowarno No. 21, Semarang registered in the name of NRM;

Right to Build Certificates No. 00653 and 00654 located in Jl. Lingkar Selatan Banguntapan, Bantul registered in the name of SBM, a related party;

Fiduciary of Toyota brand vehicle supplies of various types bound by notary and registered to the Fiduciary Registry Office;

Fiduciary of receivables with a total value of fiduciary of at least Rp250,000,000,000 bound by notary and registered to the Fiduciary Registry Office.

Payments made by NBM for the period of 9 (nine) months ended September 30, 2016 amounted to Rp200,000,000,000.

Commercial loan balance as of September 30, 2016 amounted to Rp10,000,000,000.

5. PT Andalan Finance Indonesia (AFI)

Based on the Deed of Agreement No. 5 dated November 3, 2008, notarized by Notary Bonaventura Idi Pangestu Suhendro, SH, AFI received a fixed loan of Rp25,000,000,000. Then it was extended by the Deed No. 5 dated November 2, 2009 notarized by Bonaventura Idi Pangestu Suhendro, SH, and amended by the deed of amendment No. 19 dated December 29, 2009 by the same notary. AFI received additional facility of Rp5,000,000,000, bringing the total facilities received by AFI of Rp30,000,000,000. This loan has been extended with amendment on addendum - 25 dated November 3, 2015, which will mature on November 3, 2016, with interest rates ranging from 11.0% - 12.0% per year.

The purposes of this loan are for working capital and consumer finance.

The collateral given for this facility is a land of Right to Build (HGB) of PT Nasmoco, a related party, on 13,948 m2 in Cilacap and a land of Right to Build (HGB) of 11,569 m in Cilacap.

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As long as the loan has not been repaid, AFI is not allowed, among others, to make changes to the purposes, objectives and business activities as well as to announce and distribute dividends and/or other form of business profit to shareholders and/or other equivalent parties, except with the prior written consent of PT Bank CIMB Niaga Tbk.

In connection with the covenant of PT Bank CIMB Niaga Tbk as disclosed above, AFI has received a written approval from PT Bank CIMB Niaga Tbk dated August 5, 2016, as follows:- Amendment to the Articles of Association, including shareholders, management, capitalization

and share value - Dividend distribution.

AFI has complied with the required covenants in the loan agreement.

The loan balance received as of September 30, 2016 amounted to Rp29,900,000,000.

Payments made for the period of 9 (nine) months ended September 30, 2016 amounted to nil.

PT Bank Mandiri (Persero) Tbk

1. PT New Ratna Motor (NRM)

In accordance with the Deed of Working Capital Credit Agreement No. CRO.KP/284/KMK/2012 dated December 18, 2012 last amended by Lending Offer Letter No. CMB.ASS/AS1.0885/2016 dated October 11, 2016, NRM has a credit facilities from PT Bank Mandiri (Persero) Tbk (Mandiri) as follows:

Transactional Working Capital Credit with a limit of Rp190,000,000,000 with maturity of up to October 17, 2017 and an interest rate of 10.50% per year;

Current Account Revolving Working Capital with a limit of Rp60,000,000,000 with maturity of up to October 17, 2017 and an interest rate of 10.50% per year.

The purpose of this loan is to provide working capital for NRM.

The collaterals for this credit are as follows: Inventories and receivables bound with a minimum value of Rp245,000,000,000; and Land and buildings with proof of ownership of Right to Build Certificate No. 00003/Wonorejo

registered in the name of NRM and Right to Build Certificate No. 5/Sroyo registered in the name of PT Bengawan Abadi Mandiri, a related party, bound with a minimum value of Rp55,000,000,000.

During the term of credit and the credit has not been repaid, without a prior written consent of the bank, NRM is not allowed to: transfer and/or lease the collateral object or engage itself as as a guarantor of debt or mortgage

the assets of NRM to other parties; change the shape and the arrangement of credit collateral object; obtain credit facility or other loans from banks or other financial institutions, except the debt to

equity ratio (leverage) is

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PT Bank Danamon Indonesia Tbk

1. PT New Ratna Motor (NRM)

In accordance with the Loan Agreement No. 61 dated May 31, 2012, made by notary before Anna Arsianti Christanty, SH, MH, Notary in Semarang, last amended by the Renewal Agreement and Amendment to Credit Agreement No. PPWK/208/2016 dated June 8, 2016, NRM has a credit facilities from PT Bank Danamon Indonesia Tbk (Danamon) as follows:

Current Account Credit with a limit of Rp10,000,000,000 and maturity of up to May 31, 2017 with an interest rate of 12.50% per year;

Open Account Facilities with a limit of Rp80,000,000,000 and maturity of up to May 31, 2017 with an interest rate of 12% per year.

The purpose of this loan is to finance working capital for NRM.

The collaterals given to this credit facility consist of: Right to Build Certificate on land and building No. 226 located in Jalan Brigjend. Soediarto No.

426 Pedurungan - Semarang registered in the name of the Company, and Inventories and receivables amounted to Rp95,000,000,000.

Payments made by NRM for the period of 9 (nine) months ended September 30, 2016 amounted to Rp430,200,000,000.

The loan balance to Danamon as of September 30, 2016 amounted to Rp46,561,671,869.

PT Bank Central Asia Tbk

1. PT New Ratna Motor (NRM)

In accordance with the Deed of Credit Agreement No. 19 dated March 20, 2009 from Angelique Tedjajuwana SH, Notary in Semarang, last amended by the Amendment to Credit Agreement No. 0181/Add-KCK/2015 dated July 10, 2015, NRM has a credit facilities from PT Bank Central Asia Tbk (BCA) as follows: Local Credit Facility with a limit of Rp70,000,000,000 with maturity of up to March 20, 2017 and

an interest rate of 10.75% per year - floating; Time Loan Revolving Facility with a limit of Rp70,000,000,000 with maturity of up to March 20,

2017 and an interest rate of 11% per year - floating.

The purpose of this loan is to finance working capital for NRM.

The collaterals for this credit are as follows:

Land and showroom building each covering an area of 10,767 m2 and 5,061 m2 located in Jalan Raya Semarang - Demak KM 5 - Semarang owned based on the Right to Build Certificate No. 16 registered in the name of NAS;

Land and building covering an area of 520 m2 located in Jalan Gajah Mada No. 62 - Semarang owned based on the Right to Build Certificate No. 152 registered in the name of NAS;

Toyota car inventory owned by NRM; Spare parts inventory owned by Meka; Accounts receivable owned by Meka.

Payments made by NRM for the period of 9 (nine) months ended September 30, 2016 amounted to Rp709,992,929,374. The loan balance to BCA as of September 30, 2016 amounted to Rp54,114,993,103.

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2. PT Andalan Finance Indonesia (AFI)

Based on the Deed of Banking Facility Agreement No. 005-0066-2012-000 dated February 15, 2012, AFI received working capital loan facility from PT Bank Central Asia Tbk amounting to Rp30,000,000,000. Based on the Deed of Agreement No. 5 dated October 2, 2013 by Notary Weliana Salim, SH, AFI received additional facility amounting to Rp20,000,000,000 and thereby the Company receives total facility amounting to Rp50,000,000,000. Then it was extended by the Deed of Agreement No. 3 dated May 13, 2014 notarized by Weliana Salim, SH, with the term of loan until February 15, 2015, and last amended by the Credit Agreement No. 093/Add-KCK/2016 dated April 5, 2016, AFI received additional local credit facility from PT Bank Central Asia Tbk amounted from Rp50,000,000,000 into Rp100,000,000,000 which will expire on February 15, 2017.

The purposes of this loan are for working capital and consumer finance.

The interest rate ranges between 9.9% - 12.4% per year.

The collaterals given to this facility are land and buildings of NAS with Right to Build (HGB) No. 12 covering an area of 11,945 m2, located in Jl. Kaligawe KM 5, Terboyo Wetan Village, Genuk District, Semarang; a parcel of land described in the Right to Own Certificate No. 20513/Laring Bangi covering an area of 98 m2 located in South Sulawesi, Makassar, registered in the name of Sebastianus Harno Budi; a parcel of land on SHGB No. 7929/ Pondok Pinang covering an area of 124 m2, South Jakarta registered in the name


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