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The formation and structure of LMIR Trustwith the provisions of the Trust Deed, no amendment may be made to the provisions of the Trust Deedunless the Trustee certifies, in its opinion, that such amendment:• does not materially prejudice the interests of Unitholders and does not operate to release, to anymaterial extent, the Trustee or the Manager from any responsibility to the Unitholders;• is necessary in order to comply with applicable fiscal, statutory or official requirements (whether or nothaving the force of law); or• is made to remove obsolete provisions or to correct a manifest error.No such amendment shall impose upon any Unitholder any obligation to make any further payments inrespect of his Units or to accept any liability in respect thereof.Notwithstanding any of the above, the Manager and the Trustee may, with the written approval of thecompetent authorities, alter certain provisions in Clause 9 of the Trust Deed relating to the use ofderivatives.Meeting of UnitholdersUnder applicable law and the provisions of the Trust Deed, LMIR Trust will not hold any meetings forUnitholders unless the Trustee or the Manager convenes a meeting or unless not less than 50 Unitholdersor Unitholders representing not less than 10.0% of the total Units issued requests a meeting to beconvened.A meeting of Unitholders when convened may, by Extraordinary Resolution and in accordance with theprovisions of the Trust Deed:• sanction any modification, alteration or addition to the Trust Deed which shall be agreed by the Trusteeand the Manager as provided in the Trust Deed;• sanction a supplemental deed increasing the maximum permitted limit or any change in the structure ofthe Manager’s management fees, acquisition fee and divestment fee and the Trustee’s fee;• remove the auditors;• remove the Trustee;• direct the Trustee to take any action pursuant to Section 295 of the SFA; and• delist LMIR Trust after it has been listed.A meeting of Unitholders may, also by an Ordinary Resolution of Unitholders present and voting at ameeting of Unitholders convened in accordance with the Trust Deed, vote to remove the Manager (with theManager and its related parties being permitted to vote) or the Trustee.Any decision to be made by resolution of Unitholders other than the above shall be made by OrdinaryResolution, unless an Extraordinary Resolution is required by the SFA, the CIS Code or the ListingManual.Except as otherwise provided for in the Trust Deed, at least 14 days’ notice (not inclusive of the day onwhich the notice is served or deemed to be served and of the day for which the notice is given) of everymeeting shall be given to the Unitholders in the manner provided in the Trust Deed.Each notice shall specify the place, day and hour of the meeting, and the terms of the resolutions to beproposed, and each such notice may, in general, be given by advertisement in the daily press and in writingto each stock exchange on which LMIR Trust is listed. Any notice of a meeting called to consider specialbusiness shall be accompanied by a statement regarding the effect of any proposed resolutions in respectof such special business.The quorum at a meeting shall not be less than two Unitholders present in person or by proxy, holding orrepresenting one-tenth in value of all the Units for the time being in issue.Voting at a meeting shall be by a show of hands unless a poll is demanded by the chairman of the meeting,or by five or more Unitholders present in person or by proxy, or holding or representing one tenth in value of218
The formation and structure of LMIR Trustall the Units represented at the meeting. Unitholders do not have different voting rights on account of thenumber of votes held by a particular Unitholder. On a show of hands, every Unitholder has one vote. On apoll, every Unitholder has one vote for each Unit of which it is the Unitholder. The Trust Deed does notcontain any limitation on non-Singapore resident or foreign Unitholders holding Units or exercising thevoting rights with respect to their unitholdings.Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum ata meeting convened to consider a matter in respect of which the Manager or any of its Associates has amaterial interest save for an Ordinary Resolution duly proposed to remove the Manager, in which case, noUnitholder shall be disenfranchised.For so long as the Manager is the manager of LMIR Trust, the controlling shareholders (as defined in theListing Manual) of the Manager and of any of its Associates are prohibited from voting or being counted aspart of a quorum for any meeting of Unitholders convened to consider a matter in respect of which therelevant controlling shareholders of the Manager and/or of any of its Associates have a material interest.Substantial holdingsUnder Section 137B of the Securities and Futures Act, Substantial Unitholders will be required to notify theTrustee of their deemed and direct holdings and any subsequent change in the percentage level of suchholdings (rounded down to the next whole number) or their ceasing to hold 5.0% or more of the totalnumber of Units within two Business Days of acquiring such holdings or of such changes or suchcessation.Under Section 137A of the Securities and Futures Act, Substantial Unitholders must also, within the sametime limit, submit such notifications to the SGX-ST.Failure to comply with either Section 137A or Section 137B of the Securities and Futures Act constitutes anoffence and will render a Substantial Unitholder liable to a fine on conviction.Directors’ declaration of UnitholdingsUnder the Trust Deed, the Directors are required to give notice to the Manager of their acquisition of Unitsor of changes to the number of Units which they hold or in which they have an interest, within two BusinessDays after such acquisition or the occurrence of the event giving rise to changes in the number of Unitswhich they hold or in which they have an interest, as applicable. Upon such notification, the Manager willpromptly announce such interests or changes to the SGX-ST.A Director is deemed to have an interest in Units in the following circumstances:• Where the Director is the beneficial owner of a Unit (whether directly through a direct Securities Accountor indirectly through a depository agent or otherwise), he is deemed to have an interest in that Unit.• Where a body corporate is the beneficial owner of a Unit and the Director is entitled to exercise or controlthe exercise of not less than 20.0% of the votes attached to the voting shares in the body corporate, he isdeemed to have interest in that Unit.• Where the Director’s spouse or infant child (including step-child and adopted child) has any interest in aUnit, he is deemed to have an interest in that Unit.• Where the Director, his spouse or infant child (including step-child and adopted child):- has entered into a contract to purchase a Unit;- has a right to have a Unit transferred to any of them or to their order, whether the right is exercisablepresently or in the future and whether on the fulfilment of a condition or not;- has the right to acquire a Unit under an option, whether the right is exercisable presently or in thefuture and whether on the fulfilment of a condition or not; or- is entitled (otherwise than by reason of any of them having been appointed a proxy or representativeto vote at a meeting of Unitholders) to exercise or control the exercise of a right attached to a Unit, notbeing a Unit which any of them holds,the Director is deemed to have an interest in that Unit.219
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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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Business and propertiesThe table be
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Business and properties• Epicentr
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Business and propertiesMAL LIPPO CI
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Business and propertiesPercentage o
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Business and propertiesfloor. The o
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Business and properties• Pangrang
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Business and propertiesBANDUNG INDA
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Business and propertiesAmendment to
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Business and propertiesISTANA PLAZA
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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
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 233: The formation and structure of LMIR
Page 237 and 238: 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
Page 265 and 266: TaxationSINGAPORE TAX IMPLICATIONST
Page 267 and 268: Taxationbe applied to reduce the co
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Page 271 and 272: Plan of distributionThe Manager is
Page 273 and 274: Plan of distributionThe restriction
Page 275 and 276: Plan of distributionNote:(1) Includ
Page 277 and 278: Plan of distributionArticle 31, sec
Page 279 and 280: Plan of distributionUnited States o
Page 281 and 282: Clearance and settlementINTRODUCTIO
Page 283 and 284: 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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