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The Manager and corporate governanceA list of the present and past directorships of each Executive Officer of the Manager over the last five yearspreceding the Latest Practicable Date is set out in “Appendix H—List of Present and Past PrincipalDirectorships of Directors and Executive Officers”.Roles and responsibilities of the ManagerThe Manager has general powers of management over the assets of LMIR Trust. The Manager’s mainresponsibility is to manage LMIR Trust’s assets and liabilities for the benefit of Unitholders.The Manager will set the strategic direction of LMIR Trust and give recommendations to the Trustee on theacquisition, divestment or enhancement of assets of LMIR Trust in accordance with its stated investmentstrategy.The Manager has covenanted in the Trust Deed to use its best endeavours to• carry on and conduct its business in a proper and efficient manner;• ensure that LMIR Trust’s operations are carried on and conducted in a proper and efficient manner; and• conduct all transactions with or for LMIR Trust at arm’s length and on normal commercial terms.Furthermore, the Manager will prepare property plans on a regular basis, which may contain proposalsand forecasts on net income, capital expenditure, sales and valuations, explanations of major variances toprevious forecasts, written commentary on key issues and any relevant assumptions. The purpose ofthese plans is to explain the performance of LMIR Trust’s properties.The Manager will also be responsible for ensuring compliance with the applicable provisions of the SFAand all other relevant legislation, the Listing Manual, the CIS Code (including the Property FundsGuidelines), the Trust Deed, any tax ruling and all relevant contracts. The Manager will be responsiblefor all regular communications with Unitholders.The Manager may require the Trustee to borrow on behalf of LMIR Trust (upon such terms and conditionsas the Manager deems fit, including the charging or mortgaging of all or any part of the DepositedProperty) whenever the Manager considers, among other things, that such borrowings are necessary ordesirable in order to enable LMIR Trust to meet any liabilities or to finance the acquisition of any property.However, the Manager must not direct the Trustee to incur a borrowing if to do so would mean that LMIRTrust’s total borrowings and deferred payments exceed 35.0% of the value of its Deposited Property at thetime the borrowing is incurred, taking into account deferred payments (including deferred payments forassets whether to be settled in cash or in Units). The Property Funds Guidelines allow a REIT to borrowmore than 35.0% of the value of its Deposited Property (up to a maximum of 60.0%) only if a credit ratingfrom Fitch Inc., Moody’s or Standard & Poor’s is obtained and disclosed to the public.In the absence of fraud, negligence, wilful default or breach of the Trust Deed by the Manager, it shall notincur any liability by reason of any error of law or any matter or thing done or suffered to be done or omittedto be done by it in good faith under the Trust Deed. In addition, the Manager shall be entitled, for thepurpose of indemnity against any actions, costs, claims, damages, expenses or demands to which it maybe put as Manager, to have recourse to the Deposited Property or any part thereof save where such action,cost, claim, damage, expense or demand is occasioned by the fraud, negligence, wilful default or breach ofthe Trust Deed by the Manager. The Manager may, in managing LMIR Trust and in carrying out andperforming its duties and obligations under the Trust Deed, with the written consent of the Trustee, appointsuch person to exercise any or all of its powers and discretions and to perform all or any of its obligationsunder the Trust Deed, provided always that the Manager shall be liable for all acts and omissions of suchpersons as if such acts and omissions were its own.196
The Manager and corporate governanceTHE PROPERTY MANAGER OF LMIR TrustManagement reporting structure of the Property ManagerChairmanTjokro LibiantoChief Executive OfficerYuke Elia SusiloputroChief FinancialOfficerSusantoAsset ManagerWilfredo Z. PinedaCentre ManagersHeads of DepartmentExecutive Officers of the Property ManagerInformation on the working experience of the Executive Officers of the Property Manager is set out below:Mr Tjokro LibiantoMr Tjokro Libianto is the Chairman of the Property Manager. He has many years of experience in propertydevelopment as well as related regulatory requirements. He has been instrumental in negotiating most ofthe land acquisitions by the Lippo-related companies. He was formerly the Administrative and FinanceManager of PT Dwi Satya Utama in Surabaya as well as that of PT Tifa Finance and PT Tifa Securities.Mr Libianto holds a degree in Accountancy from Brawijaya University, Malang, Indonesia.Mr Yuke Elia SusiloputroMr Yuke is the Chief Executive Officer of the Property Manager. He started his career as a design architectin Future Systems, Los Angeles, California from 1986 to 1988. From 1988 to 1992, he was the AssociateDirector of Glenwood L. Garvey & Associates, Santa Monica, California.Mr Yuke has extensive experience in property development. In 1992, he joined the Lippo Group to developthe first regional shopping centre in Cikarang, Bekasi, West Java and since then, he was actively involvedin most of the Lippo Group’s development of shopping centres in Indonesia. He also serves in theIndonesian Real Estate Association as Head of the New Township Development. In addition, he is theChairman of the Indonesian Industrial Estate Association for Infrastructure Facilities Development.Presently, he is the President Director in the International Zone Area (Special Economic Zone),Bekasi, West Java, Indonesia.197
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LIPPO-MAPLETREEINDONESIA RETAIL TRU
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Metropolis Town SquareMall WTC Mata
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KeyInvestmentHighlightsStrong acqui
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Locked-in master leases with rental
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1. Mall WTC Matahari UnitsRetail Sp
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Notice to investorsNo person is aut
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Forward-looking statementsCertain s
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Market and industry informationThis
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SummaryThe following summary is qua
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a right of first refusal (the “RO
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• The management of all the Retai
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information was extracted are based
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2006. It is estimated that the urba
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Further, the Retail Malls are manag
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Key Information on the PropertiesA
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Location of the Properties in Indon
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INFORMATION ON THE PROPERTIESThe Re
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Pictures of Gajah Mada Plaza19
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Percentage of contribution to LMIRT
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Number of tenants as at 30 June2007
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Car parking lots . . . . . . . . .
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Occupancy rate as at 30 June 2007.
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Year of building completion . . . .
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NLA as at 30 June 2007 . . . . . .
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Year of building completion . . . .
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Appraised value by Knight Frank as
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NPI for Forecast Period 2007,Projec
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Note:(1) Based on Strata Titles Own
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Note:(1) Based on Kiosks Sale and P
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Appraised value by Colliers as at30
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Percentage of contribution to LMIRT
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Notes:(1) These 14 Singapore SPCs (
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(See “Strategy—Capital and Risk
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Operating Companies: PT Multi Nusan
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Payable by LMIR Trust(c) Any other
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The offeringLMIR Trust . . . . . .
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Lock-ups . . . . . . . . . . . . .
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Listing and Trading . . . . . . . .
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Singapore are made in accordance wi
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Forecast Period2007Projection Year2
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Risk factorsProspective investors s
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Risk factorssimilar tenancy terms.
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Risk factors• losses arising from
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Risk factorsacquisitions is limited
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Risk factorsafter the proposed plan
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Risk factorsIf the tenure of the un
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Risk factorsThe Properties may be s
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Risk factorsRenovation work or phys
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Risk factorsSuch compulsory acquisi
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Risk factorsthereby materially and
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Risk factorsinterpretation by the I
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Risk factors• broad market fluctu
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Ownership of UnitsPRINCIPAL UNITHOL
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DistributionsThe distributable inco
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Exchange rates and exchange control
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CapitalisationThe following table s
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Unaudited pro forma consolidated ba
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Profit forecast and profit projecti
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StrategyDate, to the extent that LM
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StrategyGiven that there is limited
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Strategyterm funding in a more cost
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Business and propertiesIn addition,
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Business and propertiestheir daily
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Business and propertiesValuationEac
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Business and propertiesThe followin
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Business and propertiesINFORMATION
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Business and propertiesother strata
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Business and propertiesBecause of t
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Business and propertieswell-known c
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Business and propertiesThe largest
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Business and properties“Overview
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Business and properties200 sq m and
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Business and properties• Mal Cima
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Business and propertiesTHE PLAZA SE
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Page 175 and 176: Business and propertiesBANDUNG INDA
Page 179 and 180: Business and propertiesAmendment to
Page 181 and 182: Business and propertiesISTANA PLAZA
Page 185 and 186: Business and propertiesThe Istana P
Page 187 and 188: Business and propertiesRelevant inf
Page 193 and 194: Business and propertiesAppraised va
Page 201 and 202: Business and propertiesDescriptionP
Page 203 and 204: Business and propertiesSun PlazaMed
Page 205 and 206: The Manager and corporate governanc
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Page 225 and 226: The SponsorThe business structure o
Page 227 and 228: The Sponsorshopping, entertainment
Page 229 and 230: The SponsorKEY SHAREHOLDERS OF THE
Page 231 and 232: The formation and structure of LMIR
Page 239 and 240: Certain agreements relating to LMIR
Page 257 and 258: Overview of relevant laws and regul
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Overview of relevant laws and regul
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TaxationSINGAPORE TAX IMPLICATIONST
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Taxationbe applied to reduce the co
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TaxationOn the rental payments to t
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Plan of distributionThe Manager is
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Plan of distributionThe restriction
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Plan of distributionNote:(1) Includ
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Plan of distributionArticle 31, sec
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Plan of distributionUnited States o
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Clearance and settlementINTRODUCTIO
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General information(1) The profit f
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General information(f)(g)(h)Rule 74
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Glossary% Per centum or percentageA
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GlossaryColliersColliers Internatio
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GlossaryIndonesian SPCsInterested P
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GlossaryNPIOCBC BankNet property in
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GlossaryRetail Space Singapore SPCs
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GlossaryUnit Lending AgreementUnit
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Appendix AINDEPENDENT ACCOUNTANTS
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Appendix BINDEPENDENT ACCOUNTANTS
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Appendix BLIPPO-MAPLETREE INDONESIA
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Appendix BPro Forma Consolidated Ba
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Appendix B(D)Pro Forma Consolidated
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Appendix B(x)(xi)(xii)(xiii)(xiv)S$
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Appendix BCash and cash equivalents
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Appendix BLeased assets—Leases in
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Appendix Btemporary difference; and
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Appendix B• The Trustee, the Mana
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Appendix BDeferred income represent
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Appendix Bfinancial year exceeds th
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Appendix Bprice is to be negotiated
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Appendix B4. Bandung Indah PlazaPT
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Appendix CINDEPENDENT SINGAPORE TAX
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Appendix CGains on disposal of shar
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Appendix CDisposal of UnitsSingapor
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Appendix DINDEPENDENT INDONESIAN TA
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Appendix DD-3
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Appendix DD-5
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Appendix DD-7
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Appendix EINDEPENDENT PROPERTY VALU
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Appendix EReport No.017/WPA-Report/
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Appendix ERef. No: V/2006/PKG/3819
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Appendix EVALUATION CERTIFICATEProp
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Appendix EPropertiesLandarea (m 2 )
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Appendix EADDENDUM—STATEMENT OF A
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Appendix FINDEPENDENT REPORT ON THE
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TABLE OF CONTENTSREPORT INSTRUCTION
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Report instructionsAbout Jones Lang
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Executive summaryIMPLICATIONS FOR R
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Overview of Indonesia and its Econo
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Retail Market OverviewTable 2.1.1 I
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Retail Market Overview2.3 Changing
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Retail Market Overviewretailers hav
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Retail Market OverviewCompletionyea
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Retail Market Overview2.7.5 Carrefo
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Retail Market OverviewIn view of th
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Overview of PortfolioAs the adminis
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Overview of PortfolioFigure 3.1.4:
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Overview of PortfolioFigure 3.2.2 B
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Overview of PortfolioFigure 3.2.4 S
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Overview of PortfolioFigure 3.2.6 M
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Overview of PortfolioFigure 3.3.1 L
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Overview of PortfolioMall WTC Matah
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Leased MallsFigure 4.1.1 Cibubur Ju
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Leased MallsTable 4.1.3 Major tenan
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Leased MallsTable 4.1.4 Cibubur Jun
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Leased Malls4.1.7 SWOT analysisTabl
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Leased Malls4.2 Plaza Semanggi4.2.1
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Leased Mallsnumber of international
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Leased MallsTaking the survey and t
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Leased Malls• There are two major
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Leased Mallsterms of its very promi
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Leased MallsFigure 4.3.2 Bandung In
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Leased Malls• In terms of reasons
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Leased Mallsand approximately 38,00
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Leased MallsWhile BIP is likely to
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Leased MallsFigure 4.4.2 Istana Pla
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Leased Malls• The main reason sta
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Leased Malls• Cihampelas Walk is
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Leased MallsFigure 4.4.4: Istana Pl
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Leased MallsOn the completion of th
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Leased MallsThe target market for M
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Leased MallsThe current Hypermart e
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Leased MallsFigure 4.6.2 Gajah Mada
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Leased Malls• Of all the malls in
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Leased Mallshypermart. The centre a
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Leased MallsTable 4.6.7: Rental pos
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Leased Malls4.7.3 Tenant mixThe cur
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Leased Mallsprimarily the city of B
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Leased MallsTable 4.7.5: Main compe
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Retail Spaces Malls5. RETAIL SPACES
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Retail Spaces MallsIn addition, loc
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Retail Spaces MallsThe store target
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Retail Spaces MallsTable 5.3.1: Cen
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Retail Spaces MallsFigure 5.3.3: Gr
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Retail Spaces MallsThis relatively
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Retail Spaces MallsStrata title sho
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Retail Spaces MallsMadiun are locat
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Retail Spaces MallsFigure 5.6.3 Pla
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Retail Spaces MallsThe centre has t
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Appendix GTERMS, CONDITIONS AND PRO
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Appendix G(15) The Manager reserves
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Appendix GAdditional Terms and Cond
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Appendix G(10) By completing and de
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Appendix GAdditional Terms and Cond
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Appendix GWhere your Electronic App
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Appendix GApplication to the Manage
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Appendix GTerms and Conditions for
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Appendix HLIST OF PRESENT AND PAST
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Appendix H(6) Mr Tan Boon LeongCurr
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Appendix HCurrent DirectorshipsMapl
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Appendix HCurrent DirectorshipsMapl
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LIPPO-MAPLETREE INDONESIA RETAIL TR
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