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20260415_UNSP_Penambahan Modal Tanpa HMETD_32070739_lamp6.pdf
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A WRITTEN RESOLUTION PURSUANT TO A CONSENT SOLICITATION (THE "CONSENT SOLICITATION")
AS SET OUT IN A CONSENT SOLICITATION MEMORANDUM DATED 23 JANUARY 2026 (THE "CONSENT
SOLICITATION MEMORANDUM")
IN RESPECT OF THE
US$100 MILLION 8.0 PER CENT. SECURED EQUITY-LINKED REDEEMABLE NOTES
DUE 2017 (THE "NOTES") (ISIN: XS0474326260)
ISSUED BY
PT BAKRIE SUMATERA PLANTATIONS TBK. (THE "ISSUER")
AND GUARANTEED BY PT BAKRIE PASAMAN PLANTATIONS, PT AGROWIYANA, PT AGRO MITRA
MADANI, PT HUMA INDAH MEKAR AND PT AIR MURING (THE "GUARANTORS")
PURSUANT TO THE TRUST DEED DATED 18 FEBRUARY 2010 AS SUPPLEMENTED BY THE FIRST
SUPPLEMENTAL TRUST DEED DATED 4 FEBRUARY 2011 (the "TRUST DEED")
Unless the context otherwise requires, capitalised terms used in this Written Resolution shall bear the meanings
given to them in the Trust Deed.
The Bank of New York Mellon, London Branch, in its capacity as the tabulation agent (the "Tabulation Agent") in
respect of the Consent Solicitation, acting as proxy for those Noteholders that have voted affirmatively to approve
this Written Resolution and who have instructed the Tabulation Agent to execute this Written Resolution on their
behalf, hereby RESOLVES AS A WRITTEN RESOLUTION that all the outstanding Notes be restructured on the
following terms:
(a) each Noteholder that submits both i) an Electronic Instruction in the Consent Solicitation (regardless of
whether such Electronic Instruction is a vote for or against, or a vote to abstain, in respect of the Written
Resolution) and ii) a properly completed Notice of Noteholder Information (a copy of which is attached to the
Consent Solicitation Memorandum) within 30 calendar days from the date of the Issuer's notice that this
Written Resolution has been executed, shall be entitled to receive the number of Series B ordinary shares
(par value Rp.100) (the "Shares") in the share capital of the Issuer equal to the outstanding principal amount
of the Notes it owns converted into Shares by dividing such amount by Rp.300 per Share (using the IDR/USD
exchange rate of 16,981), and rounding down to the nearest whole Share, and that upon an officer of the
Issuer certifying in writing to the Trustee and the Tabulation Agent substantially in the form set out in Schedule
1 (Officer's Certificate of the Issuer) that, inter alia, it has delivered the requisite number of Shares to
Noteholders that have properly elected to receive Shares for their Notes, the Tabulation Agent shall cancel
the Notes of such Noteholders;
(b) no later than 30 calendar days after the delivery of the Shares and cancellation of the related Notes pursuant
to paragraph (a) above, any remaining Noteholders shall receive a payment equal to 10% of the outstanding
principal amount of their Notes paid through the Clearing Systems and upon payment by the Issuer of the
aggregate amount of the cash settlement payment, the Tabulation Agent shall cancel the remaining Notes in
the Clearing System;
(c) each Noteholder releases the Issuer, the Trustee and the Agents from all other obligations and claims under
the Trust Deed and the Conditions; and
(d) that on and from the date on which all the Notes have been cancelled in the Clearing System:
i. the Global Certificate representing the Notes (including all amounts that may be owing in respect of the
Notes whether principal, interest, penalty or otherwise) be unconditionally cancelled and all Events of
Default that have occurred and are continuing be irrevocably waived;
ii. the guarantees given by each of the Guarantors in respect of the Issuer's obligations in relation to the
Notes under the Trust Deed (the "Guarantees") will be unconditionally and irrevocably released;
iii. all collateral securing the Notes will be unconditionally and irrevocably released;
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iv. Standard Chartered Bank, Jakarta Branch in its capacity as collateral agent for the Notes (and any
successors or assigns in such capacity) (the "Collateral Agent") pursuant to an onshore security agency
deed (the "Onshore Security Agency Deed") amongst the Issuer, the Guarantors, the Trustee and the
Collateral Agent dated 7 May 2010 (as amended, modified or supplemented) is authorised, directed,
requested, instructed and empowered to release all collateral (including the Guarantees) for the
obligations of the Issuer and the Guarantors of the Notes and to execute any agreements, documents
or instructions in connection with the release of the collateral as may be requested in writing by the
Issuer, including but not limited to the deed of release substantially in the form set out in Schedule 2
(Form of Deed of Release of the Notes Collateral and the Guarantees) attached to this Written
Resolution (the “Global Deed of Termination and Release”) and a Bahasa translation of the Global
Deed of Termination and Release;
v. the Trustee is irrevocably authorised, directed, requested, instructed and empowered to release the
Guarantees and to execute any agreements, documents, or instructions in connection with the release
of the Guarantees as may be requested in writing by the Issuer, including but not limited to the Global
Deed of Termination and Release;
vi. the Trustee is irrevocably authorised, directed, requested, instructed and empowered to instruct the
Collateral Agent to release all collateral by entering into the Global Deed of Termination and Release;
vii. the Tabulation Agent is irrevocably authorised, directed, requested, instructed and empowered to cancel
the Notes and to execute any agreements, documents or instructions as may be requested in writing by
the Issuer;
viii. each of the Issuer, the Trustee, the Agents and the Collateral Agent are irrevocably authorised, directed
to concur in taking all steps considered by it in its sole discretion to be necessary, desirable or expedient
to carry out and give effect to this Written Resolution and acknowledge that any such steps will not
subsequently be called into question by the Noteholders;
ix. each of the Trustee, the Agents and the Collateral Agent is discharged and exonerated from all liability
in respect of any act or omission which arises as a result of following the direction in this Written
Resolution (or any instruction given pursuant hereto) even though there may be a defect in the giving of
this direction or the passing of this Written Resolution or that for any reason the direction or the Written
Resolution or any of them is not valid or binding on the Noteholders and each Noteholder further confirms
that Noteholders will not seek to hold the Trustee liable for any such liability;
x. each of the Trustee, the Agents and the Collateral Agent is discharged and exonerated from any loss,
damage, cost, charge, claim, demand, expense, judgment, action, proceeding or any other liability
whatsoever (including, without limitation, in respect of taxes, duties, levies, imports and other charges)
and including legal fees and expenses for which it may have become or may become responsible under
the Transaction Documents and the Conditions in respect of any act or omission in connection with this
Written Resolution or the implementation thereof;
xi. each of the Trustee, the Agents and the Collateral Agent is released from and against any claim or cause
of action, judgment, action, proceeding or any other liability whether present or future, prospective or
contingent, in each case, in connection with or relating to the negotiation, preparation, or execution of
this Written Resolution, the Global Deed of Termination and Release or the implementation thereof,
whatsoever claimed against any of them by any Noteholders;
xii. acknowledges that the Trustee is not required to request or receive any legal opinions in respect of the
proposals set out in this Written Resolution or their implementation;
xiii. resolve that this Written Resolution shall take effect as an Extraordinary Resolution (as defined in the
Trust Deed) of the Noteholders on the date that this Written Resolution is signed by Tabulation Agent
on behalf of the Noteholders that have authorised it to execute this Written Resolution as part of the
Consent Solicitation; and
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xiv. this Written Resolution and any non-contractual obligations arising out of or in connection with it is
governed by, and shall be construed in accordance with, English law.
EXECUTED BY
The Bank of New York Mellon, London Branch
_____________________________
in its capacity as Tabulation Agent pursuant to the Consent Solicitation, acting
as proxy for Noteholders holding US$75,999,000 in principal amount of the Notes
NAME: Priscilla Pang
TITLE: Vice President
DATE: 26 February 2026
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SCHEDULE 1
(to Written Resolution)
OFFICER'S CERTIFICATE OF THE ISSUER
PT BAKRIE SUMATERA PLANTATIONS TBK.
(incorporated under the laws of the Republic of Indonesia)
RELATING TO THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION
MEMORANDUM") DATED 23 JANUARY 2026 FOR THE US$100 MILLION 8.0 PER CENT. SECURED EQUITY-
LINKED REDEEMABLE NOTES DUE 2017 (ISIN: XS0474326260)
To: The Bank of New York Mellon, as Trustee
The Bank of New York Mellon, London Branch, as Tabulation Agent
Terms used and not defined in this certificate shall have the meanings ascribed to them in the Consent Solicitation
Memorandum.
We hereby certify to you that we have delivered the requisite number of Shares to Noteholders (that have properly
submitted sufficient details for the receipt of their Shares by submitting the form of the Notice of Noteholder
Information set out in Annexure II (Form of Notice of Noteholder Information) to the Consent Solicitation
Memorandum) pursuant to the Written Resolution.
For your reference, attached are copies of the Notices of Noteholder Information submitted by Noteholders for
receipt of their Shares, and for which we have delivered the Shares. We hereby request that you cancel the Notes
of such Noteholders in the Clearing Systems as detailed in the table below.
Participant Principal Amount to
be Marked Down for
a. Participant Name which shares have
Clearing b. Participant Number been delivered
Notes ISIN/CUSIP
System c. Electronic Acceptance
Blocking Instruction Reference
Number
US$100 MILLION Euroclear [insert the details of each holder] US$[insert amount]
8.0 PER CENT.
SECURED EQUITY- Clearstream [insert the details of each holder] US$[insert amount]
LINKED
XS0474326260
REDEEMABLE
NOTES Total US$[insert amount]
DUE 2017
Dated the [•] day of [•] 2026
PT Bakrie Sumatera Plantations Tbk.
as Issuer
By: _____________ By: _____________
Name: Name:
Title: Title:
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SCHEDULE 2
(to Written Resolution)
(FORM OF DEED OF RELEASE OF THE NOTES COLLATERAL AND THE GUARANTEES)
[To be executed in a bilingual version (English and Bahasa)]
THIS DEED is dated __________________ 2026 and made
BETWEEN
(1) THE COMPANIES listed in Schedule 1 (the "Guarantors");
(2) PT BAKRIE SUMATERA PLANTATIONS TBK., a perusahaan terbuka public company with limited liability
established under the laws of Indonesia with registration number 021010100042 whose registered office
address is at Komplek Rasuna Epicentrum Bakrie Tower Lantai 18-19 Jl. HR. Rasuna said Jakarta 12960
(the "Company");
(3) THE BANK OF NEW YORK MELLON, a banking corporation with its specified office at 160 Queen Victoria
Street, London, EC4V 4LA, United Kingdom, in its capacity as trustee in respect of the Notes (as defined
below) pursuant to the Trust Deed (as defined below) (in such capacity, together with its successors and
assigns in such capacity, the "Trustee"); and
(4) STANDARD CHARTERED BANK, JAKARTA BRANCH in its capacity as the collateral agent pursuant to
an onshore security agency deed for the Noteholders (as defined below) (in such capacity, together with its
successors and assigns in such capacity, the "Notes Collateral Agent"),
(collectively, the "Parties" and individually each a "Party").
WHEREAS:
(A) The Notes (as defined below) were constituted by the Trust Deed (as defined below).
(B) As security for the Notes, the Company and the Guarantors have entered into the Security Documents and
the Ancillary Documents (each as defined below).
(C) Pursuant to section 4 of the Trust Deed (as defined below), the Guarantors have executed the Guarantees
(as defined below) in respect of the Company's obligations (as issuer of the Notes) under the Trust Deed
and the Notes.
(D) Entry into this Deed has been approved by a Written Resolution of the holders of the Notes executed on [●]
(the “Written Resolution”) and the Trustee is entering into this Deed solely in accordance with the
instructions of the Noteholders.
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(E) Pursuant to a restructuring of the Notes effective on or about the date of this Deed, which provides for
(among other actions) the unconditional cancellation of the Notes and the unconditional release of all
collateral securing the Notes, the Company and the Guarantors request that (i) the Notes Collateral Agent
grants the releases pursuant to the terms of this Deed and the Intercreditor Agreement (as defined below)
and (ii) the Trustee (acting on the directions and authority of the Written Resolution) grants the releases
pursuant to the terms of this Deed and the Trust Deed.
(F) The Notes Collateral Agent (acting on the instructions of the Trustee, the Trustee itself acting on the
directions and authority of the Written Resolution) agrees to release and discharge its rights and interests
under the Security Documents and the Ancillary Documents pursuant to the terms of this Deed.
(G) The Trustee (acting on the directions and authority of the Written Resolution) agrees to release and
discharge its rights and interests under the Guarantees pursuant to the terms of this Deed.
(H) The Parties intend this document to take effect as a deed notwithstanding the fact that a Party may only
execute this document under hand.
NOW THIS DEED WITNESSES as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Deed:
Ancillary Documents means any consent, authorisation and power of attorney granted by a Security
Provider in favour of the Notes Collateral Agent under the Security Documents, including any deed,
agreement, letter or document issued by any of the Security Providers granting rights in favour of the Notes
Collateral Agent.
Consent Solicitation Memorandum means the consent solicitation memorandum dated 23 January 2026.
Guarantees means the guarantees and indemnities given by each of the Guarantors under section 4 of the
Trust Deed.
Intercreditor Agreement means the intercreditor agreement dated 27 October 2011 between, among
others, the Company, the Guarantors and the Notes Collateral Agent.
Lien has the meaning given to it in the Intercreditor Agreement.
Noteholders means the holders of the Notes.
Notes means the US$100 million 8.0% Secured Equity-Linked Redeemable Notes due 2017 (ISIN:
XS0474326260).
Onshore Security Agency Deed means the onshore security agency deed between the Company, the
Guarantors, the Trustee and the Notes Collateral Agent dated 7 May 2010.
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Released Assets means all assets encumbered by the Security Documents and the Ancillary Documents
and released pursuant to this Deed.
Security Documents means:
(a) the deeds of second and fourth land mortgage (Akta Pembebanan Hak Tanggungan) over all plots
of land (together with any and all building erected, constructions, structures and plants thereon,
existing as of the date of this Deed, and all equipment and goods found or existing thereon, which,
according to their nature or uses or according to the prevailing laws and regulations, are considered
as immovable goods, attached to and constituting part thereof and any repairs, alterations and
additions) of each of the Company and the Guarantors as mortgagors, between each of the
Company and the Guarantors as mortgagors, and the Notes Collateral Agent as mortgagee,
governed by Indonesian law; and
(b) any other document evidencing or creating security over any asset of a Security Provider to secure
any obligation under or in connection with the Notes.
Security Provider means:
(a) each Guarantor listed in Schedule 1;
(b) the Company; and
(c) any other person which has entered into a Security Document or an Ancillary Document in favour of
the Notes Collateral Agent.
Trust Deed means the trust deed between the Company (as issuer of the Notes), the Guarantors and The
Bank of New York Mellon (as trustee in respect of the Notes) constituting the Notes dated 18 February
2010, as supplemented by a first supplemental trust deed dated 4 February 2011.
1.2 Capitalised terms in this Deed have the same meaning given to it in the Intercreditor Agreement, unless
expressly defined in this Deed.
2. INSTRUCTIONS
2.1 Each Party hereto (other than the Trustee and the Notes Collateral Agent) hereby:
(a) irrevocably discharges and releases the Trustee and the Notes Collateral Agent from any claim such
Party may have against the Trustee or the Notes Collateral Agent or any liability in respect of any act
or omission for which the Trustee or the Notes Collateral Agent may be or may have become
responsible by reason of the Trustee or the Notes Collateral Agent, as the case may be, entering into
this Deed, acting in accordance with the instructions given to it in this Deed and the Written Resolution
or exercising (or, as the case may be, not exercising) any other power or rights conferred pursuant to,
or arising out of, this Deed and the Written Resolution;
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(b) acknowledges that the Trustee shall have the benefit of all of the rights, powers, indemnities and
protections granted or provided to it pursuant to the Trust Deed and that, for the avoidance of doubt,
clause 13 (Remuneration and Indemnification of the Trustee) of Trust Deed shall apply to this Deed;
and
(c) acknowledges that the Notes Collateral Agent shall have the benefit of all of the rights, powers,
indemnities and protections granted or provided to it pursuant to the Onshore Security Agency Deed
and that, for the avoidance of doubt, clause 9 (Fees, Costs and Indemnities) of the Onshore Security
Agency Deed shall apply to this Deed.
3. TERMINATION AND RELEASE
3.1 Release
Further to the Company having obtained the necessary consent from the Noteholders pursuant to the
Written Resolution and the cancellation of the Notes in accordance with the Written Resolution:
(a) the Notes Collateral Agent (acting on the instructions of the Trustee, the Trustee itself acting on the
directions and authority of the Written Resolution) agrees to release all Liens;
(b) the Trustee agrees (acting on the directions and authority of the Written Resolution) to release all
Guarantees; and
(c) the Notes Collateral Agent and the Trustee (acting on the directions and authority of the Written
Resolution) agree to execute this Deed.
3.2 Security Documents
(a) With effect on and from the date of this Deed, the Security Documents and the Ancillary Documents
are terminated and are of no further force and effect.
(b) With effect on and from the date of this Deed, the Notes Collateral Agent (acting on the instructions
of the Trustee, the Trustee itself acting on the directions and authority of the Written Resolution)
unconditionally and irrevocably:
(i) releases and discharges in full any rights, title, benefit and/or interest and all Liens created in
its favour or granted to it under the Security Documents and the Ancillary Documents;
(ii) acknowledges and confirms that each power of attorney contained in any of the Security
Documents and the Ancillary Documents and every power and authority conferred are
revoked by the relevant Security Provider;
(iii) reassigns and re-conveys, without recourse, warranty or limitation, all present and future right,
interest and title of the Notes Collateral Agent in the Released Assets under the Security
Documents and the Ancillary Documents to the Security Providers (as applicable);
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(iv) releases and discharges the Security Providers from any of their obligations and liabilities all
claims and demands against the Security Providers;
(v) confirms that the Released Assets shall stand freed and discharged from the security created
by or pursuant to, and all claims arising under, the Security Documents and the Ancillary
Documents; and
(vi) consents to each of the Security Providers, on their own behalf and at their own cost and
expense, giving notice of the releases, discharges, waivers, terminations, re-assignments
and re-transfers under this Deed to any person to whom notice of any Security Interest
created by or pursuant to the applicable Security Document was given.
3.3 Guarantees
(a) With effect on and from the date of this Deed, the Guarantees are terminated and are of no further
force and effect.
(b) With effect on and from the date of this Deed, the Trustee (acting on the directions and authority of
the Written Resolution) unconditionally and irrevocably releases each Guarantor from all liabilities
arising under the Guarantees provided that such release shall not affect any right of a party which is
expressed to survive or to apply notwithstanding the termination of the Trust Deed and the Notes.
4. NOTICES
The Notes Collateral Agent consents to the revocation of any instructions contained in any and all notices,
if any, served in connection with the Security Documents and the Ancillary Documents and, upon request
by the Security Providers, the Notes Collateral Agent agrees to (at the costs and expenses of the Company)
provide written confirmation to any person on whom such notices were served, including confirmation of the
discharge of the interests created pursuant to the Security Documents and the Ancillary Documents.
5. COSTS AND EXPENSES
Without prejudice to the Clause 13.4 (Indemnity) of the Trust Deed the Company shall reimburse each of
the Trustee and the Notes Collateral Agent for the amount of all costs and expenses (including legal fees)
properly incurred by each of them in connection with the negotiation, preparation, execution and
implementation of this Deed and the matters contemplated in the Consent Solicitation Memorandum.
6. FURTHER ASSURANCE
6.1 The Parties shall, at the Company’s written request and expense, perform, execute and deliver such further
assurances, acts and documents as may be required by law or reasonably requested by each other to
implement the purpose of this Deed.
6.2 The Notes Collateral Agent shall, as soon as practicable after the date of this Deed, return to the Security
Providers (as applicable) all certificates and other documents of title in its possession relating to any of the
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Released Assets (including, without limitation, any title documents or instruments in respect of interests
forming part of the Released Assets under the Security Documents and the Ancillary Documents) and held
by it pursuant to each Security Document and each Ancillary Document.
7. LANGUAGE
(a) Each Security Provider 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 a bilingual version
(English and Bahasa).
(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:
(i) if required by the Security Providers, the Security Providers shall procure and the relevant
Parties shall execute the translation of a Bahasa Indonesia version of each document
required to be executed under the terms of this Deed to which the Security Providers or any
other Indonesian entity is a party (other than those which are already made and executed in
Bahasa Indonesia);
(ii) in the event of any conflict between the English version and the Bahasa Indonesia version of
this Deed or any other document required 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
(iii) the Security Providers will not (and it 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 required to be executed under the terms of this Deed or the
transaction contemplated herein, (b) defend its non-performance or breach of its obligations
under this Deed or any other document required to be executed under the terms of this Deed
and (c) allege that this Deed or any other document required 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 or any of
its implementing regulations.
(c) Each Security Provider:
(i) confirms that it has obtained legal advice from its legal advisors for the purposes of this
paragraph and this Deed and any other document required to be executed under the terms
of this Deed; and
(ii) agrees that (at its own cost and expense) to take all steps to comply with the Use of Bahasa
Indonesia Regulations or any of its implementation regulations.
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8. PARTIAL INVALIDITY
If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under
any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.
9. THIRD PARTIES
9.1 A person who is not a party to this Deed may not enforce any of its terms under the Contracts (Rights of
Third Parties) Act 1999.
9.2 Notwithstanding any term of this Deed or any of the Security Documents, the consent of any third party is
not required to rescind, vary, amend (including any release or compromise of any liability) or termination
this Deed at any time.
10. COUNTERPARTS
This Deed may be executed in any number of counterparts and all of such counterparts taken together shall
be deemed to constitute one and the same agreement.
11. GOVERNING LAW
This Deed and any non-contractual obligations arising out of or in connection with it are governed by English
law, except that Clause 3.2 (Security Documents) shall be governed by and construed in accordance with
the laws of Indonesia.
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SCHEDULE 1
(to Deed of Release)
THE GUARANTORS
1. PT Bakrie Pasaman Plantations
2. PT Agrowiyana
3. PT Agro Mitra Madani
4. PT Huma Indah Mekar
5. PT Air Muring
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Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT BAKRIE PASAMAN PLANTATIONS
p.1 ×2
unresolved
org
PT AGROWIYANA
p.1 ×2
unresolved
org
PT AGRO MITRA MADANI
p.1 ×2
unresolved
org
PT HUMA INDAH MEKAR
p.1 ×2
unresolved
org
PT AIR MURING
p.1 ×2
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