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

The Manager and corporate governanceLippo Capital Limited will, subject to certain conditions, indemnify the Trustee against liabilities ordamage suffered by the Trustee arising from any of the Singapore SPC Share Purchase Agreements.These agreements are more particularly described in “Certain Agreements Relating to LMIR Trust andthe Properties—Description of the Deeds of Indemnity”.• The Retail Mall Indonesian SPCs, which will be indirectly owned by the Trustee as at the Listing Date,have entered into the Existing Property Management Agreements with the Property Manager for theoperation, management, maintenance and marketing of the Retail Malls. These agreements are moreparticularly described in “Certain Agreements Relating to LMIR Trust and the Properties—Descriptionof the Existing Property Management Agreements”.The Manager considers that the Property Manager has the necessary expertise and resources toperform the retail management, lease management and marketing services for the Retail Malls.Based on its experience, expertise and knowledge of contracts, the Manager believes that the ExistingProperty Management Agreements were made on normal commercial terms and are not prejudicial tothe interests of LMIR Trust and the Unitholders.• The Trustee, the Manager and the Property Manager have entered into the Master PropertyManagement Agreement pursuant to which the Property Manager was appointed to operate,maintain, manage and market all the properties of LMIR Trust located in Indonesia acquired afterthe Listing Date, subject to the overall management of the Manager. This agreement is more particularlydescribed in “Certain Agreements Relating to LMIR Trust and the Properties—Description of the MasterProperty Management Agreement”.The Manager considers that the Property Manager has the necessary expertise and resources toperform the operation, maintenance, management and marketing services for the properties of LMIRTrust located in Indonesia acquired after the Listing Date.Based on its experience, expertise and knowledge of contracts, the Manager believes that the MasterProperty Management Agreement was made on normal commercial terms and is not prejudicial to theinterests of LMIR Trust and the Unitholders.Save as disclosed in this Prospectus, the Trustee has not entered into any other transactions with theManager or any related party of the Manager or the Property Manager in connection with the setting up ofLMIR Trust.Exempted agreementsThe Master Lease Agreements, the Operating Costs Agreements, the Existing Property ManagementAgreements and the Master Property Management Agreement, each of which constitutes a Related PartyTransaction, is deemed to have been specifically approved by the Unitholders upon subscription for theUnits and are therefore not subject to Rules 905 and 906 of the Listing Manual to the extent that there is nosubsequent change to the rates and/or bases of the fees charged thereunder which will adversely affectLMIR Trust. However, the renewal of such agreements will be subject to Rules 905 and 906 of the ListingManual.Future Related Party TransactionsAs a REIT, LMIR Trust is regulated by the Property Funds Guidelines and the Listing Manual. The PropertyFunds Guidelines regulate, among other things, transactions entered into by the Trustee (for and on behalfof LMIR Trust) with an interested party relating to LMIR Trust’s acquisition of assets from or sale of assetsto an interested party, LMIR Trust’s investment in securities of or issued by an interested party and theengagement of an interested party as property management agent or marketing agent for LMIR Trust’sproperties. Depending on the materiality of transactions entered into by LMIR Trust for the acquisition ofassets from, the sale of assets to or the investment in securities of or issued by, an interested party, theProperty Funds Guidelines may require that an immediate announcement to the SGX-ST be made, andmay also require that the approval of the Unitholders be obtained.The Listing Manual regulates all interested person transactions, including transactions already governedby the Property Funds Guidelines. Depending on the materiality of the transaction, LMIR Trust may be206