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

Notes:(1) These 14 Singapore SPCs (collectively, the “Retail Mall Singapore SPCs”) comprise the Tier 1Retail Mall Singapore SPCs and the Tier 2 Retail Mall Singapore SPCs. Seven of these 14 Retail MallSingapore SPCs (the “Tier 1 Retail Mall Singapore SPCs”) will be acquired by LMIR Trust on theListing Date. Each of these Tier 1 Retail Mall Singapore SPCs in turn, wholly-own another SingaporeSPC (collectively, the “Tier 2 Retail Mall Singapore SPCs”). (See “Certain Agreements Relating toLMIR Trust and the Properties—Summary of Ownership Structure of the Retail Malls”.)(2) LMIR Trust will own ordinary and redeemable preference shares in, and receive dividends and/orredemption proceeds from, the Tier 1 Retail Mall Singapore SPCs and not from the Tier 2 Retail MallSingapore SPCs. LMIR Trust will also own ordinary and redeemable preference shares in, andreceive dividends and/or redemption proceeds from, the Retail Space Singapore SPCs.(3) These seven Singapore SPCs (collectively, the “Retail Space Singapore SPCs”) will be acquired byLMIR Trust on the Listing Date.(4) As at the Listing Date, the entire share capital in each of the seven Indonesian SPCs (the “Retail MallIndonesian SPCs”) will be owned by two of the 14 Retail Mall Singapore SPCs. Each of the RetailMall Indonesian SPCs owns one of the seven Retail Malls and receives rental payments from thetenants of the respective Retail Mall. (See “Certain Agreements Relating to LMIR Trust and theProperties—Summary of Ownership Structure of the Retail Malls”.)(5) The entire share capital in each of these seven Indonesian SPCs (the “Retail Space IndonesianSPCs”) is owned by two of the seven Retail Space Singapore SPCs. Each of these Retail SpaceIndonesian SPCs will acquire one of the seven Retail Spaces from Matahari on the Listing Date andwill, pursuant to the terms of the Master Lease Agreements, lease it to Matahari, as the MasterLessee, in consideration for rental payments from the Master Lessee.(6) The Operating Companies comprise PT Multi Nusantara Karya, PT Selaras Maju, PT Sarana KaryaMegah, PT Antara Nusa Permai, PT Primatama Kreasi Bersama and PT Kharisma Abadi Selaras.(7) A service charge for the expenses incurred during each lease agreement shall be payable by eachtenant to the relevant Operating Company for three years commencing from 1 January 2007.(8) A fee for property management services in respect of the Retail Malls shall be payable to the PropertyManager for an initial term of four years from the date of the relevant Existing Property ManagementAgreement. (See “—Certain Fees and Charges”.)The Manager: Lippo-Mapletree Indonesia Retail Trust Management Ltd.The Manager was incorporated in Singapore under the Companies Act, Chapter 50 of Singapore (the“Companies Act”) on 3 May 2007. As at the Listing Date, it has a paid-up capital of S$1.0 million and itsregistered office is located at 78 Shenton Way, #05-01 Lippo Centre, Singapore 079120. The Manager is40.0% owned by Mapletree Capital and 60.0% owned by Peninsula Investment Ltd. Peninsula InvestmentLtd is in turn 100.0% owned by Jesselton Investment Ltd, a wholly-owned subsidiary of the Sponsor.Mapletree Capital, a wholly-owned subsidiary of MIPL, is a private limited company incorporated inSingapore under the Companies Act on 6 October 2004. As at 30 June 2007, it has a paid-up capital ofS$2.00 and its registered office is located at 1 Maritime Square, #13-01 HarbourFront Centre, Singapore099253. MIPL is a leading Asia-focused real estate company based in Singapore. The Mapletree Grouphas an asset base of approximately S$4.5 billion (as at 30 June 2007) comprising office, logistics,industrial, residential and retail/lifestyle properties. (See “Strategy—Acquisition Growth Strategy—LMIRTrust’s relationship with the Mapletree Group”.)The board of directors of the Manager (the “Board”) is made up of individuals with a broad range ofcommercial experience and expertise in areas including, but not limited to, law, accounting, banking,finance, real estate and fund management. The Board consists of Mr Tan Bar Tien, Mr Lim Ho Seng,Mr Lok Vi Ming, Ms Viven G. Sitiabudi, Mr Yeo Cheow Tong, Mr Tan Boon Leong and Mr Wong Mun Hoong.Generally, the Manager will provide the following services to LMIR Trust:• Investment strategy. Formulate and execute LMIR Trust’s investment strategy, including determiningthe location, sub-sector type and other characteristics of LMIR Trust’s property portfolio.• Acquisitions and divestments.divestment of properties.Make recommendations to the Trustee on the acquisition and47