LIPPO-MAPLETREE - Lippo Malls Indonesia Retail Trust - Investor ...

The Manager and corporate governanceFurther, the Trustee has the discretion under the Trust Deed to decide whether or not to enter into atransaction involving a related party of the Manager or LMIR Trust. If the Trustee is to sign any contract witha related party of the Manager or LMIR Trust, the Trustee will review the contract to ensure that it complieswith the requirements relating to interested party transactions in the Property Funds Guidelines (as maybe amended from time to time) and the provisions of the Listing Manual relating to interested persontransactions (as may be amended from time to time) as well as such other guidelines as may from time totime be prescribed by the MAS and the SGX-ST to apply to REITs.Save for the transactions described under “—Related Party Transactions in connection with the setting upof LMIR Trust and the Offering” and “—Exempted Agreements”, LMIR Trust will comply with Rule 905 ofthe Listing Manual by announcing any interested person transaction in accordance with the Listing Manualif such transaction, by itself or when aggregated with other interested person transactions entered into withthe same interested person during the same financial year, is 3.0% or more of LMIR Trust’s latest auditednet tangible assets.The aggregate value of all Related Party Transactions which are subject to Rules 905 and 906 of theListing Manual in a particular financial year will be disclosed in LMIR Trust’s annual report for that financialyear.Role of the Audit Committee for Related Party TransactionsThe Audit Committee will periodically review all Related Party Transactions to ensure compliance with theManager’s internal control system and with the relevant provisions of the Listing Manual as well as theProperty Funds Guidelines. The review will include the examination of the nature of the transaction and itssupporting documents or such other data deemed necessary by the Audit Committee.If a member of the Audit Committee has an interest in a transaction, he is to abstain from participating inthe review and approval process in relation to that transaction.Related Party Transactions in connection with the setting up of LMIR Trust and the OfferingThe Trustee, on behalf of LMIR Trust, has entered into a number of transactions with the Manager andcertain related parties of the Manager in connection with the setting up of LMIR Trust and the Offering.These Related Party Transactions are as follows:• The Trustee has entered into the Trust Deed with the Manager. The terms of the Trust Deed aregenerally described in “The Formation and Structure of LMIR Trust”.• The Retail Space Indonesian SPCs, which will be indirectly owned by the Trustee as at the Listing Date,have entered into the Master Lease Agreements with the Master Lessee for the operation,maintenance, management and marketing of the Retail Spaces. These agreements are moreparticularly described in “Certain Agreements Relating to LMIR Trust and the Properties—Description of the Master Lease Agreements”.The Manager considers that the Master Lessee has the necessary expertise and resources to performthe property management, lease management and marketing services for the Retail Spaces.Based on its experience, expertise and knowledge of contracts, the Manager believes that the MasterLease Agreements were made on normal commercial terms and are not prejudicial to the interests ofLMIR Trust and the Unitholders.• The Retail Mall Indonesian SPCs, which will be indirectly owned by the Trustee as at the Listing Date,have entered into the Operating Costs Agreements with the Operating Companies. This agreement ismore particularly described in “Certain Agreements Relating to LMIR Trust and the Properties—Description of the Operating Costs Agreements”.• The Trustee has entered into the Singapore SPC Share Purchase Agreements with the Vendors for theacquisition of all the ordinary shares and redeemable preference shares in each of the Target SingaporeSPCs. These agreements are more particularly described in “Certain Agreements Relating to LMIRTrust and the Properties—Description of the Singapore SPC Share Purchase Agreements”. TheTrustee has also entered into the Deeds of Indemnity with Lippo Capital Limited pursuant to which205