20260415_UNSP_Penambahan Modal Tanpa HMETD_32070916_lamp5.pdf

CONTENTS

Clause Page

1. INTERPRETATION.,
2 DEBT SETTLEMENT..
3. REPRESENTATIONS AND WARRANTIES.
4. MISCELLANEOUS......
5. COSTS AND EXPENSES
6. CONFIDENTIALITY...
7. NOTICES
9. GOVERNING LAW
10. ENFORCEMENT.....
SIGNATORIES...

THIS DEED is dated 23 February 2026 and is made:

BETWEEN:

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2

POSEIDON CORPORATE SERVICES LTD, a company established under the laws of the
Republic of Seychelles, with company number 042351, domiciled at Oliaji Trade Centre —
15th Floor, Victoria, Mahe, Seychelles, as the creditor under the Facility Agreement (as defined
below) ("Poseidon"): and

PT BAKRIE SUMATERA PLANTATIONS TBK, a public company established under the
laws of the Republic of Indonesia, domiciled at Bakrie Tower Lantai 19, Rasuna Epicentrum,
JI. H.R. Rasuna Said, Kuningan, Jakarta Selatan, Indonesia 12940, as the debtor under the
Facility Agreement ("BSP").

each a "Party" and together, the "Parties" to this Deed.

BACKGROUND

(4)

(B)
Cc)

D)

(3)

(G)

BSP entered into a US$250,000.000 credit agreement originally dated 27 October 2011
between, amongst others, BSP as borrower, Credit Suisse AG, Singapore Branch as facility
agent, and the lenders named therein, as amended by (i) an amendment letter dated 22 April
2013, (ii) an amendment agreement dated 12 July 2013, (iii) an amendment letter dated 13
November 2013, and (iv) an amendment letter dated 30 January 2014, and as further amended
from time to time (the "Facility Agreement”), together with the loans made available under
the Facility Agreement (the "Loans").

Currently, Poseidon is the sole lender under the Facility Agreement.

Poseidon and BSP acknowledge that, under the terms of the Facility Agreement, the
outstanding principal amount of the Loans payable by BSP to Poseidon as at 31 December 2025
was US$197,785,102.32, which includes a principal amount of US$186,638,854.24 under
Facility A and a principal amount of US$11,146,248.08 under Facility B (each as defined in
the Facility Agreement) and it has been due and payable as of 1 November 2016.

The Parties have agreed to setile a portion of the outstanding principal amount under Facility
A with a debt-to-eguity conversion and the delivery of Shares (as defined below) by BSP to
Poseidon.

Poseidon delivered a Notice of Assignment dated 23 February 2026 to BSP with respect the
transfer/assignment of US$7,000,000 out of the Agreed Settlement Amount (as defined below)
to Pacific Harbors Advisors Pte. Ltd. (“PHA”) and BSP has acknowledged such Notice of
Assignment.

The Parties have agreed to enter into this Deed as the settlement deed for the Agreed Settlement
Amount (as defined below).

IT IS AGREED as follows:

1.1

INTERPRETATION

Definitions

In this Deed:

Agreed Settlement Amount means US$161,695,372.82.
BSP Settlement Amount means US$154,695,372.82.

IDX Regulation I-A means Indonesia Stock Exchange (Bursa Efek Indonesia) Regulation No.
I-A concerning Amendments to Regulation No. I-A on the Listing of Shares and Eguity
Securities Other than Shares Issued by Listed Companies, Attachment to the Decree of the
Board of Directors of IDX No. Kep- 00101/BEI/12-2021, dated 21 December 2021.

Legal Reservations means (i) the principle that eguitable remedies may be granted or refused
at the discretion of a court and the limitation of enforcement by laws relating to insolvency,
reorganisation and other laws generally affecting the rights of creditors: (ii) the time barring of
claims under applicable statutes of limitation and defences of set-off or counterclaim, and (iii)
similar principles, rights and defences under the laws of the jurisdiction of incorporation of the
relevant Party.

OJK Regulation 32/2015 means Financial Services Authority (Otoritas Jasa Keuangan)
Regulation No. 32/POJK.04/2015 regarding Capital Increase of Public Companies with Pre-
emptive Rights as amended by OJK Regulation No. 14/POJK.04/2019 regarding Amendments
to OJK Regulation No. 32/POJK.04/2015 regarding Capital Increase of Public Companies with
Pre-emptive Rights.

OJK Regulation 4/2024 means Financial Services Authority (Otoritas Jasa Keuangan)
Regulation No. 4 of 2024 on Report on Share Ownership or Any Changes in Share Ownership
of a Public Company and Report on Pledging Activities of Shares of a Public Company.

Outstanding Facility A Principal Debt means all principal amounts of the Loans outstanding
due and payable but unpaid by BSP to Poseidon.

PHA Settlement Amount means US$7,000,000.

Securities Account means the securities account of Poseidon or its nominee as notified in
writing by Poseidon to BSP.

Settlement Time means the time upon which the Agreed Settlement Amount Shares are
received by Poseidon in the Securities Account.

Share or Shares means Series-B ordinary (par value IDR 100) shares of BSP listed on and
capable of being traded through the Indonesia Stock Exchange and the C-BEST system.

Share Settlement means the debt-to-eguity conversion of the Agreed Settlement Amount into
Shares, converted at a rate of Rp300 per share using Bank Indonesia's middle (average of buy
and sell) exchange rate IDR/USD exchange rate of as published on Bank Indonesia's website
at https://www.bi.go.id/id/statistik/informasi-kurs/transaksi-bi/default.aspx on such date that is
five (5) business days before the date on which BSP submits its disclosure of information for
the intended NPR Process rounding down to the nearest whole Share (such Shares, together,
the "Agreed Settlement Amount Shares").

1.2

3.

Use of Bahasa Indonesia Regulations has the meaning given to it in Clause 8(b).

Construction

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&)

Capitalised terms defined in the Facility Agreement shall have, unless expressly
defined in this Deed, the same meaning when used in this Deed.

Save as otherwise expressly provided, the principles of interpretation set out in clause
1.2 of the Facility Agreement shall be applied in construing the provisions of this Deed.

DEBT SETTLEMENT

Each Party agrees that:

@

(»)

c)

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BSP shall deliver to (i) Poseidon the BSP Setilement Amount in Shares and (ii) PHA
the PHA Settlement Amount in Shares, in accordance with the Share Settlement
through the non-pre-emptive rights shares issuance as stipulated under OJK Regulation
32/2015 and IDX Regulation I-A (“NPR Process”):

The NPR Process is subject to the following:

@ BSP has obtained the necessary corporate approvals, including the approval of
its General Meeting of Shareholders, in accordance with the prevailing laws
and regulations and its articles of association: and

(1) Poseidon have opened and designated a securities account in relation to receive
the Share Settlement, and it has informed BSP on the designated account of
PHA to receive the Share Settlement.

upon the Settlement Time, the Agreed Settlement Amount (as a portion of the
Outstanding Facility A Principal Debt) shall be deemed to be satisfied and discharged
in full and the Outstanding Facility A Principal Debt will be reduced by the Agreed
Settlement Amount, and

promptly following the Settlement Time:

@ Poseidon shall email an executed copy of this Deed to the Facility Agent (and
any other party to the Finance Documents as reasonably reguested by BSP) for
record-keeping, along with written confirmation to BSP, the Facility Agent and
any other party to the Finance Documents as reasonably reguested by BSP that
the Settlement Time has occurred and that the Outstanding Facility A Principal
Debt Amount has been reduced by the Agreed Settlement Amount.

(Hi) BSP and Poseidon will cooperate to report the ownership of shares of Poseidon
in BSP in accordance with OJK Regulation 4/2024.

REPRESENTATIONS AND WARRANTIES

Each Party warrants and represents to each other Party, as at the date of this Deed, that:

@)

itis duly organised and validly existing under the laws of the jurisdiction in which it is
incorporated:

KG)

&)

@

@

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it has the power to enter into and perform, and has taken all necessary action to
authorise the entry into and performance of, this Deed and the transactions
contemplated by this Deed:

the entry into and performance by itof, and the transactions contemplated by, this Deed,
do not conflict with (i) any law or regulation applicable to it, (ii) its constitutional

documents or (iii) any document which is binding upon it or its assets,

the obligations expressed to be assumed by it in this Deed are, subject to the Legal
Reservations, legal, valid, binding and enforceable obligations:

all authorisations reguired or desirable:

(H to enable it lawfully to enter into, exercise its rights and comply with its obligations
under this Deed: and

(ii) to make this Deed admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect or will be obtained or
effected and will be in full force and effect, and

the choice of English law as the governing law of this Deed will be recognised and
enforced in the jurisdiction of its incorporation.

MISCELLANEOUS

(a)

&)

(O)

@

@)

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This Deed may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Deed.

This Deed sets out the entire agreement and understanding between the Parties and
supersedes and canceis any prior agreement, arrangement, understanding or
representation, written or oral, between the Parties relating to the subject matter of this
Deed. In the event of any inconsistencies between this Deed and the Facility
Agreement, this Deed shall prevail.

Except where any provision of this Deed is expressly provided to apply for the benefit
ofa person who is nota party to this Deed, a person who is not a party to this Deed has
no right to enforce any term of this Deed under the Contracts (Rights of Third Parties)
Act 1999. The consent of any person who is not a party to this Deed is not reguired to
rescind or amend this Deed at any time.

If all or part of this Deed is or becomes illegal, invalid or unenforceable in any respect,
then the remainder of this Deed will remain valid and enforceable and the Parties shall
negotiate in good faith to amend and modify this Deed as may be necessary or desirable
in the circumstances to achieve the Parties” original commercial intention.

The failure by a Party to exercise or delay in exercising a right or remedy provided by
this Deed or by law does not constitute a waiver of the right or remedy or a waiver of
other rights or remedies nor shall it preclude or restrict the further exercise of that right
or remedy. No single or partial exercise of such right or remedy shall preclude or
restrict the further exercise of that or any other right or remedy.

No variation of this Deed shall be effective unless it is in writing and signed by each of
the Parties.

TI

8.

(3) Any payment made by BSP to Poseidon under, in respect of or in connection with this
Deed shall be made in full, without set-off or counterclaim and free and clear of any
withholding or deduction.

Kh) Save as expressly modified by this Deed, all other terms and conditions of the Facility
Agreement shall remain unchanged and in full force and effect.

COSTS AND EXPENSES

BSP shall forthwith on demand, and whether or not the Settlement Time has occurred, pay or
reimburse to Poseidon the amount of all costs and expenses (including legal fees), together with
any applicable Tax, reasonably incurred by it in connection with the negotiation, preparation,
execution and performance of this Deed and all documents reguired to implement the
transactions contemplated by this Deed.

CONFIDENTIALITY

Clause 32 (Disclosure of Information) of the Facility Agreement shall be incorporated into this
Deed as if set out in full in this Deed, mutatis mutandis, and as if references therein to the
Finance Documents (as defined therein) were references to this Deed.

NOTICES

(3) Any communication in connection with this Deed must be in writing and, unless
otherwise stated, may be given in person, by pre-paid post or by an internationally
recognised overnight courier service or e-mail. The contact details of each Party for all
communications in connection with this Deed are those identified with its name below
(or as otherwise notified by a Party to the other Party in writing).

(b) Any communication in connection with this Deed will be deemed to be given as
follows:

@ if delivered in person, at the time of delivery:

(ii) if posted, seven days after being deposited in the post, postage prepaid, in a
correctly addressed envelope,

(iii) — if sent by internationally-recognized overnight courier service, two days after
appropriate deposit with the internationally-recognized overnight courier
service: and

(iv) if by e-mail, when received in legible form.
GOVERNING LANGUAGE

(a) BSP confirms that it fully understands and agrees to be bound by the terms and
conditions of this Deed notwithstanding that this Deed is prepared and executed in
English, and BSP further agrees that the execution of this Deed in English will not
affect the validity, binding effect or enforceability of this Deed.

(b) Notwithstanding paragraph (a) above, in relation to Law of Indonesia No. 24 of 2009
on National Flag, Language, Emblem and Anthem and Presidential Regulation No. 63
of 2019 on the Use of Bahasa Indonesia and its implementing regulations (the "Use of
Bahasa Indonesia Regulations"), the Parties agree that:

10.

10.1

@

Gi)

Gii)

(c) BSP:

Ku)

if reguired by BSP, the Parties shall procure the translation of a Bahasa
Indonesia version of this Deed and each document reguired to be executed
under this Deed to which BSP is a party (other than those which are already
made and executed in Bahasa Indonesia),

in the event of any conflict between the English version and the Bahasa
Indonesia version of this Deed and of any other document reguired to be
executed under the terms of this Deed, the English version will prevail and the
Bahasa Indonesia version of the relevant document will be amended to
conform with the provisions in the English version of that document, and

they will not (and they will not allow or assist any party), in any manner or
forum in any jurisdiction:

(A) challenge the validity of, or raise or file any objection to, this Deed or
any other document reguired to be executed under the terms of this
Deed or the transactions contemplated herein:

(B) defend their non-performance or breach of their obligations under this
Deed or any other document reguired to be executed under the terms
of this Deed: and

(C) allege that this Deed or any other document reguired to be executed
under the terms of this Deed is against public policy or otherwise does
not constitute its legal, valid and binding obligation, enforceable
against it in accordance with its terms,

on the basis of any failure to comply with the Use of Bahasa Indonesia
Regulations.

confirms that it has obtained legal advice from its legal advisors for the
purposes of this paragraph and this Deed and any other document reguired to
be executed under the terms of this Deed: and

agrees to take all steps to comply with the Use of Bahasa Indonesia Regulations
or any of its implementing regulations.

GOVERNING LAW

This Deed (including Clause 10 (Enforcemenf)) and any non-contractual obligations arising out
of or in connection with it are governed by and shall be construed in accordance with English

law.

ENFORCEMENT

Arbitration

(3) Any dispute, controversy or claim arising in any way out of or in connection with this
Deed (including, without limitation: (i) any contractual, pre-contractual or non-
contractual rights, obligations or liabilities: and (ii) any issue as to the existence,
validity or termination of this Deed) (a "Dispute"), shall be referred to and finally
resolved by arbitration in accordance with the Arbitration Rules of the Singapore

International Arbitration Centre (the "SIAC") (the "Rules") for the time being in force,
which Rules are deemed to be incorporated by reference in this Clause 10.1
(Arbitration).

(bd) The arbitration tribunal shall consist of three arbitrators. The claimant(s) shall nominate
one arbitrator. The respondent(s) shall nominate one arbitrator. If the respondent/s) fail
to nominate an arbitrator within 14 days after receipt of the claimant(s)'s nomination of
an arbitrator, the President (as defined in the Rules) shall proceed to appoint an
arbitrator on its behalf. The two arbitrators thus appointed shall nominate the third
arbitrator who shall be the presiding arbitrator. If the two arbitrators so appointed fail
to nominate the third presiding arbitrator within fourteen days after the appointment of
the second arbitrator, the President (as defined in the Rules) shall appoint the third
presiding arbitrator. All arbitrators shall be fluent in English.

(Ol The seat of the arbitration shall be Singapore.

(d) The language of the arbitration proceedings shall be English. All documents submitted
in connection with the proceedings shall be in the English language, or, if in another
language, accompanied by a certified English translation.

(e) Any award of the Tribunal shall be made in writing and shall be final and binding on
the Parties from the day it is made. The Parties undertake to carry out the award without
delay.

Ka) Service of any Notice of Arbitration made pursuant to this Clause 10 shall be in
accordance with the Rules at the postal address or at the e-mail address given for the
sending of notices under this Deed at Clause 7 (Notices).

10.2  Waiver of immunity

BSP irrevocably and unconditionally:

(a) agrees not to claim any immunity from proceedings brought by Poseidon against it in
relation to this Deed and to ensure that no such claim is made on its behalf,

(db) consents generally to the giving of any relief or the issue of any process in connection
with those proceedings: and

&) waives all rights of immunity in respect of it or its assets.

THIS DEED has been entered into on the date stated at the beginning of this Deed.

SIGNATORIES

POSEIDON

EXECUTED and DELIVERED AS A DEED
for and on behalf of
POSEIDON CORPORATE SERVICES LTD

Imel

Name: COhue Pran Fee
Title: Direct

By:

Settlement Agreement (Signature Page)

ht

BSP

EXECUTED and DELIVERED AS A DEED
for and on behalf of
PT BAKRIE SUMATERA PLANTATIONS TBK

Name: Bayu Tetonto

Title: President Director

PT BAKRIE SUMATERA PLANTATIONS TBK

By:

Name: Vimoyaka B.£.

Title: Vice Resident Director

Settlement Agreement (Signature Page)