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

Appendix B• 2.0% per annum of the net property income for the relevant Retail Mall (after accounting for the fee of2.0% per annum of the gross revenue for the relevant Retail Mall); and• 0.5% per annum of the net property income for the relevant Retail Mall in lieu of leasing commissionsotherwise payable to the Property Manager and / or third party agents.Under each existing property management agreement, each of the Retail Mall Property Companiesagrees to reimburse the property manager, upon request made from time to time, for its expenses incurredin connection with the provision of property management services and with the performance of its dutieswhich are in compliance with the approved annual business plan and budget as stated in the existingproperty management agreement. Such expenses include but are not limited to rent, service charge andVAT payable by the property manager for its lease of its office premises; advertising and promotion costs;and salaries of the property manager’s employees who are approved by the relevant Retail Mall PropertyCompanies.The Property Manager is a wholly-owned subsidiary of the Sponsor.15. Other matters(a)Right of First Refusal (“ROFR”)On 14 August 2007, an agreement was entered into between the Trustee and the Sponsor pursuant towhich the Sponsor granted LMIR Trust, for so long as (a) Lippo-Mapletree Indonesia Retail TrustManagement Ltd remains the manager of LMIR Trust; and (b) the Sponsor and/or any of its relatedcorporations, alone or in aggregate, remains a controlling shareholder of the Manager; a right of firstrefusal (the “ROFR”) over any retail properties located in Indonesia (each such property to be known as a“Relevant Asset”): (i) which the Sponsor or any of its subsidiaries (each a “Sponsor Entity”) proposes to sellor transfer (whether such Relevant Asset is wholly-owned or partly-owned by the Sponsor Entity andexcluding any sale of Relevant Asset by a Sponsor Entity to any related corporation of such Sponsor Entitypursuant to a reconstruction, amalgamation, restructuring, merger or any analogous event) to an unrelatedthird party; or (ii) for which a proposed offer for sale or transfer of such Relevant Asset has been made to aSponsor Entity.As at the Listing Date, the scope of the ROFR encompasses five properties currently under developmentby the Sponsor and / or its subsidiaries as set out below:ROFR Properties under developmentLocationBinjai Supermall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Pejaten Mall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Kuta Beach Mall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Kemang City Mall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Puri “Paragon City” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(b)Memorandum of Understanding for Potential AcquisitionsNorth SumatraSouth JakartaKuta, BaliSouth JakartaWest JakartaOn 21 May 2007, the Manager entered into a non-binding memorandum of understanding with PT MultiPratama Gemilang Perkasa (Pikko Group) with regard to the potential acquisition by LMIR Trust ofCosmopolitan Mall Pluit, a retail mall located in North Jakarta. The Manager understands thatCosmopolitan Mall Pluit is currently undergoing asset enhancement works, with such works scheduledfor completion in the second half of 2008.On 22 June 2007, the Manager entered into a non-binding memorandum of understanding with ZellwagerEnterprise Limited with regard to the potential acquisition by LMIR Trust of Sun Plaza, a retail mall locatedin Medan, North Sumatra. The estimated acquisition price is to be negotiated and agreed in good faithbetween the parties, provided that such acquisition price shall not be more than the appraised value of SunPlaza as determined by an independent property valuer to be appointed by the Trustee before the signingof the conditional sale and purchase agreement.On 26 June 2007, the Manager entered into a non-binding memorandum of understanding withPT. Pakuwon Permai in respect of the potential acquisition by LMIR Trust of Supermal Pakuwon Indahand Pakuwon Trade Center, a retail mall located in West Surabaya, East Java. The estimated acquisitionB-22