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Certain agreements relating to LMIR Trust and the PropertiesDESCRIPTION OF THE DEEDS OF INDEMNITYOn 18 October 2007, Lippo Capital Limited, which indirectly owns 100.0% of the issued shares of LippoStrategic, entered into 14 Deeds of Indemnity with the Trustee pursuant to which Lippo Capital Limited willindemnify the Trustee against certain liabilities or damage suffered by the Trustee arising out of or inconnection with the 14 Singapore SPC Share Purchase Agreements respectively, subject to certain termsand conditions including the following:(a)(b)(c)(d)(e)if any Singapore SPC Share Purchase Agreement is rescinded or terminated in accordance with theterms and conditions of the relevant Singapore SPC Share Purchase Agreement, Lippo CapitalLimited shall, except for certain obligations, be released and discharged from its obligations underthe relevant Deed of Indemnity;the maximum aggregate liability of Lippo Capital Limited to the Trustee under each of the Deeds ofIndemnity shall not exceed the completion amount under the relevant Singapore SPC SharePurchase Agreement;no liability shall attach to Lippo Capital Limited under a Deed of Indemnity unless the aggregateamount of all claims for which the Vendor would be liable under that Deed of Indemnity equals to orexceeds an amount equivalent to S$1,500,000 (for a Singapore SPC Share Purchase Agreementrelating to a Retail Mall) or S$500,000 (for a Singapore SPC Share Purchase Agreement relating to aRetail Space), but if the aggregate liability in respect of all such claims equals to or exceeds suchamount, then all claims, including claims previously notified, shall accrue against and be recoverableagainst Lippo Capital Limited;no claim shall be brought against Lippo Capital Limited unless it is notified in writing before the expiryof a period of 48 months for taxation claims and 24 months for any other claims from the date ofcompletion of the relevant Singapore SPC Share Purchase Agreement; andthe Trustee shall not be entitled to recover from Lippo Capital Limited for breach of a warranty morethan once in respect of the same damage suffered.Each Deed of Indemnity contains customary representations and warranties made to the Trustee by LippoCapital Limited.DESCRIPTION OF THE MASTER LEASE AGREEMENTSOn 18 October 2007, each of the Retail Space Indonesian SPCs (as landlord) and the Master Lessee (astenant) entered into a Master Lease Agreement, pursuant to which the Retail Spaces were leased to theMaster Lessee in accordance with the terms and conditions of the Master Lease Agreements.Lease term and renewal of lease termThe term of each Master Lease Agreement is for 10 years with an option for the Master Lessee to renewthe lease for a further term of 10 years based on substantially the same terms and conditions, except forthe renewal rent. The renewal rent for the further term shall be at the then prevailing market rent, as maybe agreed by the relevant landlord and the Master Lessee in good faith. If there is no agreement by therelevant landlord and the Master Lessee on such prevailing market rent, the relevant landlord and theMaster Lessee may refer the determination of the prevailing market rent to an independent property valueror valuers.The renewal of lease must be made by written request to the relevant landlord 12 months before the expiryof the lease term.228
Certain agreements relating to LMIR Trust and the PropertiesLease rentalThe Master Lessee is required to make lease rental payments to the relevant landlords on a monthly basisin advance, such lease rental payments to be determined as follows:• Period commencing from Listing Date to end of FY 2007The lease rental for the period commencing from Listing Date to end of FY 2007, shall be a sumequivalent to the applicable rental rate 1 multiplied by the GFA of the relevant Retail Space and multipliedby the number of months in the period commencing from Listing Date to end of FY 2007.• FY 2008 to FY 2011The lease rental for FY 2008 shall be based on the rental rate which is 108.0% of the rental rateapplicable to the period commencing from the Listing Date to end of FY 2007.The lease rental for each of FY 2009, FY 2010 and FY 2011 shall be based on the rental rate which is108.0% of the rental rate applicable to the immediately preceding financial year.• FY 2012 to FY 2016The lease rentals for each financial year from FY 2012 to FY 2016, shall comprise:(A)(B)an amount equivalent to the lease rental payable in respect of FY 2011; andan amount equivalent to 4.25% of the amount by which the net revenue of the Master Lesseederived from the Retail Spaces for the immediately preceding financial year exceeds the netrevenue of the Master Lessee derived from Retail Spaces for the Base Year 2 .The table below depicts the total lease rentals for FY 2012 to FY 2016, which is equivalent to the sum ofcolumn (A) and column (B) in the table.Lease rental (A) (B)FY2012 . . . . . . . . . .FY2013 . . . . . . . . . .FY2014 . . . . . . . . . .FY2015 . . . . . . . . . .FY2016 . . . . . . . . . .Amount equal tolease rental forFY 2011Amount equal tolease rental forFY 2011Amount equal tolease rental forFY 2011Amount equal tolease rental forFY 2011Amount equal tolease rental forFY 20114.25% x(net revenue of Master Lessee derived from RetailSpaces for FY 2011 - net revenue of Master Lesseederived from Retail Spaces for FY 2010)4.25% x(net revenue of Master Lessee derived from RetailSpaces for FY 2012 - net revenue of Master Lesseederived from Retail Spaces for FY 2010)4.25% x(net revenue of Master Lessee derived from RetailSpaces for FY 2013 - net revenue of Master Lesseederived from Retail Spaces for FY 2010)4.25% x(net revenue of Master Lessee derived from RetailSpaces for FY 2014 - net revenue of Master Lesseederived from Retail Spaces for FY 2010)4.25% x(net revenue of Master Lessee derived from RetailSpaces for FY 2015 - net revenue of Master Lesseederived from Retail Spaces for FY 2010)1 This rental rate is Rp. 80,000 per sq m per month for the Metropolis Town Square Units, the Mall WTCMatahari Units, the Java Supermall Units and the Malang Town Square Units, Rp. 70,000 per squaremetre per month for the Depok Town Square Units and the Grand Palladium Medan Units andRp. 60,000 per sq m per month for Plaza Madiun.2 The Base Year is fixed as calendar year 2010.229
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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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Business and propertiesThe Istana P
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Business and propertiesRelevant inf
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Page 193 and 194: Business and propertiesAppraised va
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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 239 and 240: Certain agreements relating to LMIR
Page 243: 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
Page 269 and 270: TaxationOn the rental payments to t
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
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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
Page 285 and 286: General information(f)(g)(h)Rule 74
Page 287 and 288: Glossary% Per centum or percentageA
Page 289 and 290: GlossaryColliersColliers Internatio
Page 291 and 292: GlossaryIndonesian SPCsInterested P
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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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