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

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