NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

IMPORTANT: You must read the following before continuing.  The following applies to the attached document following this page and you, therefore, are required to read this carefully before reading, accessing or making any other use of the attached document.  By accepting the electronic transmission through which you have received this Offer to Purchase Memorandum and Consent Solicitation Statement (together, the “Offer to Purchase Memorandum”) and by reading, accessing or making any other use of the Offer to Purchase Memorandum, you agree to give the representations below and to be bound by all of the following terms and conditions, including any modifications to them from time to time, each time you receive any information from UOB Kayhian (the “Dealer Manager”), PT Sawit Sumbermas Sarana Tbk (“SSMS”) and/or Morrow Sodali Limited (the “Information, Tender and Tabulation Agent”) as a result of such acceptance and access.

The attached Offer to Purchase Memorandum contains important information which should be read carefully before any decision is made with respect to the Offer.  If any holder or a beneficial owner of the Notes (as defined below) is in any doubt as to the contents of the attached Offer to Purchase Memorandum or as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser or legal adviser.

Confirmation of your representation: The attached Offer to Purchase Memorandum was sent at your request and, by accepting the electronic transmission through which you have received this Offer to Purchase Memorandum and by accessing the Offer to Purchase Memorandum, you shall be deemed (in addition to the above) to have represented to SSMS, the Dealer Manager and the Information, Tender and Tabulation Agent that:

1. you are a holder or a beneficial owner of the securities comprised in the 7.75% Senior Notes due 2023 issued by SSMS Plantation Holdings Pte.  Ltd. and guaranteed by, among others, SSMS (the “Notes”);
2. you are a person to whom it is lawful to send the attached Offer to Purchase Memorandum or for SSMS to make an offer to repurchase the Notes for cash (the “Offer”) under applicable laws and regulations; and
3. you consent to the delivery of the attached Offer to Purchase Memorandum to you by electronic transmission.

You are reminded that documents transmitted electronically may be altered or changed during the process of electronic transmission and consequently none of SSMS, the Dealer Manager or the Information, Tender and Tabulation Agent, nor any person who controls any of them nor any of their respective directors, officers, employees, agents of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the attached Offer to Purchase Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information, Tender and Tabulation Agent.  You are responsible for protecting against viruses and other destructive items.  Your use of this electronic communication is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

You are also reminded that the attached Offer to Purchase Memorandum has been delivered to you on the basis that you are a person into whose possession the attached Offer to Purchase Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorized to, deliver or disclose the contents of the attached Offer to Purchase Memorandum to any other person.  If you are not the named addressee to which the attached Offer to Purchase Memorandum has been delivered, please notify the sender immediately and destroy this Offer to Purchase Memorandum.

If you have recently sold or otherwise transferred your entire holding(s) of the Notes, you should immediately forward the attached Offer to Purchase Memorandum to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee, but if and only if you are permitted to do so by applicable law, and subject to the restrictions set out on this page.

SAVE AS REFERRED TO IN THE PREVIOUS PARAGRAPH, THE ATTACHED OFFER TO PURCHASE MEMORANDUM SHOULD NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE RECIPIENT AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER.  ANY SUCH FORWARDING OR DISTRIBUTION OR ANY REPRODUCTION OF THIS OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORIZED.  FAILURE TO COMPLY WITH THIS RESTRICTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF CERTAIN JURISDICTIONS.

Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.  In addition, access to this electronic transmission has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere.  If a jurisdiction requires that the Offer be made by a licensed broker or dealer and the Dealer Manager or any of its affiliate is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or the relevant affiliate on behalf of SSMS in such jurisdiction where it is so licensed and the Offer is not being made in any such jurisdiction where neither of the Dealer Manager nor any of its affiliates is so licensed.

The communication of the attached Offer to Purchase Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”).  Accordingly, the Offer to Purchase Memorandum and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, save in circumstances where section 21(1) of the FSMA does not apply, and are only for circulation to and directed at persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43(2) of the Order, or to other persons to whom the attached Offer to Purchase Memorandum and such other documents and/or materials may lawfully be communicated in accordance with the Order (all such persons together being referred to as “Relevant Persons”).  Any investment or investment activity to which the attached Offer to Purchase Memorandum and/or such other documents and/or materials relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person should not rely on them.  It is a condition of you receiving such documents and/or materials that you represent and warrant to SSMS, and its professional advisers and contractors that (i) you are a Relevant Person; and (ii) you have read and agree to comply with the contents of this notice.

NONE OF THE ATTACHED OFFER TO PURCHASE MEMORANDUM OR ANY RELATED DOCUMENT HAS BEEN FILED WITH OR REVIEWED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY UNITED STATES STATE SECURITIES COMMISSION OR BY ANY REGULATORY AUTHORITY OF ANY COUNTRY.  NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE ATTACHED OFFER TO PURCHASE MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND IS A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

The distribution of the attached Offer to Purchase Memorandum in certain jurisdictions may be restricted by law.  Under no circumstances shall the Offer to Purchase Memorandum constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to whom, it is unlawful under applicable securities laws to make such invitations.  Persons into whose possession the attached Offer to Purchase Memorandum comes are required by SSMS, the Dealer Manager and the Information, Tender and Tabulation Agent to inform themselves about, and to observe, any such restrictions.

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