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

Appendix BFurther, Unitholders cannot give directions to the Trustee or the Manager (whether at a meeting ofUnitholders duly convened and held in accordance with the provisions of the Trust Deed or otherwise) if itwould require the Trustee or the Manager to do or omit doing anything which may result in:• LMIR Trust ceasing to comply with applicable laws and regulations; or• The exercise of any discretion expressly conferred on the Trustee or the Manager by the Trust Deed orthe determination of any matter which, under the Trust Deed, requires the agreement of either or both ofthe Trustee and the Manager.The Trust Deed contains provisions that are designed to limit the liability of a Unitholder to the amount paidor payable for any Unit. The provisions seek to ensure that if the Issue Price of the Units held by aUnitholder has been fully paid, no such Unitholder, by reason alone of being a Unitholder, will be personallyliable to indemnify the Trustee or any creditor of LMIR Trust in the event that the liabilities of LMIR Trustexceeds its assets.Under the Trust Deed, every Unit carries the same voting rights.11. Unit issue costsS$‘000Unit issue costs comprise the following:Professional and other fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,660Underwriting, selling and management commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,773Miscellaneous issue expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,36932,80212. Operating lease income commitmentsS$’000Notlaterthanoneyear..................................................... 69,132Later than one year and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258,092Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,234Operating lease income commitments are for committed rentals receivable for the Retail Malls and RetailSpaces. The lease term varies from less than 1 year to 27 years. Certain lease rental terms are subject toan escalation clause but the amount of the rent increase is not to exceed a certain percentage. Other thanthose disclose below, such increases are not included in the above amounts.On 18 October 2007, each of the Retail Space Property Companies (as landlord) and the Master Lessee(as tenant) entered into a Master Lease Agreement, pursuant to which the Retail Spaces were leased tothe Master Lessee in accordance with the terms and conditions of the Master Lease Agreements. Theterm of each of the Master Lease Agreements is for 10 years with an option for the Master Lessee to renewfor a further term of 10 years based on substantially the same terms and conditions, except for renewalrent. The renewal rent for the further term shall be at the then prevailing market rent, as may be agreed bythe relevant landlord and the Master Lessee in good faith. If there is no agreement by the relevant landlordand the Master Lessee on such prevailing market rent, the relevant landlord and the Master Lessee mayrefer the determination of the prevailing market rent to an independent property valuer or valuers.The renewal lease must be made by written request to the relevant landlord 12 months before the expiry ofthe lease term.Under each of the Master Lease Agreements, the relevant Retail Space Property Companies will beentitled to receive from the Master Lessee rental payments comprising a fixed base rent from Listing Dateto 31 December 2007, an annual increment of 8.0% over the lease rental payable for the immediatelypreceding financial year for each of the financial years ending on 31 December 2008 to 31 December 2011and, for each of the financial years ending on 31 December 2012 to 2016, an amount equivalent to thelease rental payable in respect of financial year ending 31 December 2011 and 4.25% of the amount bywhich the net revenue of the Master Lessee derived from the retail spaces for the immediately precedingB-20