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

The formation and structure of LMIR Trust• Where the property subject to a trust consists of or includes a Unit and the Director knows or hasreasonable grounds for believing that he has an interest under the trust and the property subject to thetrust consists of or includes such Unit, he is deemed to have an interest in that Unit.The TrusteeThe trustee of LMIR Trust is HSBC Institutional Trust Services (Singapore) Limited. The Trustee is acompany incorporated in Singapore and registered as a trust company under the Trust Companies Act2005, Chapter 336 of Singapore. It is approved to act as a trustee for authorised collective investmentschemes under the SFA. The Trustee has a paid-up capital of S$5,150,000 and has a place of business inSingapore at 21 Collyer Quay, #14-01 HSBC Building, Singapore 049320. The Trustee is independent ofthe Manager.Powers, duties and obligations of the TrusteeThe Trustee’s powers, duties and obligations are set out in the Trust Deed. The powers and duties of theTrustee include:• acting as trustee of LMIR Trust and, in such capacity, safeguarding the rights and interests of theUnitholders, for example, by satisfying itself that transactions it enters into for and on behalf of LMIRTrust with a related party of the Manager or LMIR Trust are conducted on normal commercial terms, arenot prejudicial to the interests of LMIR Trust and the Unitholders, and in accordance with the rules of allapplicable requirements under the Property Funds Guidelines and/or the Listing Manual or otherrelevant Recognised Stock Exchange(s) relating to the transaction in question;• holding the assets of LMIR Trust on trust for the benefit of the Unitholders in accordance with theTrust Deed; and• exercising all the powers of a trustee and the powers that are incidental to the ownership of the assets ofLMIR Trust.The Trustee has covenanted in the Trust Deed that it will exercise all due diligence and vigilance in carryingout its functions and duties, and in safeguarding the rights and interests of Unitholders.In the exercise of its powers, the Trustee may (on the recommendation of the Manager) and subject to theprovisions of the Trust Deed, acquire or dispose of any real or personal property, borrow and encumberany asset.The Trustee may, subject to the provisions of the Trust Deed, appoint and engage:• a person or entity to exercise any of its powers or perform its obligations; and• any real estate agents or managers, including a related party of the Manager, in relation to themanagement, development, leasing, purchase or sale of any of real estate assets and real estaterelatedassets.Although the Trustee may borrow money and obtain other financial accommodation for the purposes ofLMIR Trust, both on a secured and unsecured basis, the Manager must not direct the Trustee to incur aliability if to do so would mean that total liabilities of LMIR Trust exceed 35.0% (or such other limit as may bestipulated by the MAS) of the value of its Deposited Property in accordance with the provisions of theProperty Funds Guidelines.The Trustee must carry out its functions and duties and comply with all the obligations imposed on it andset out in the Trust Deed, the Listing Manual, the SFA, the CIS Code (including the Property FundsGuidelines), any tax ruling and all other relevant laws. It must retain LMIR Trust’s assets, or cause LMIRTrust’s assets to be retained, in safe custody and cause LMIR Trust’s accounts to be audited. It can appointvaluers to value the real estate assets and real estate-related assets of LMIR Trust.The Trustee is not personally liable to a Unitholder in connection with the office of the Trustee except inrespect of its own fraud, gross negligence, wilful default, breach of duty or breach of trust. Any liabilityincurred and any indemnity to be given by the Trustee shall be limited to the assets of LMIR Trust overwhich the Trustee has recourse, provided that the Trustee has acted without fraud, negligence, wilful220