Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

CIRCULAR DATED 26 NOVEMBER 2012THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no responsibility for theaccuracy or correctness of any statements or opinions made, or reports contained, in this circular dated26 November 2012 (the “Circular”). If you are in any doubt as to the action you should take, you shouldconsult your stockbroker, bank manager, solicitor, accountant or other professional adviserimmediately.If you have sold or transferred all your units in Lippo Malls Indonesia Retail Trust (“LMIR Trust”, andthe units in LMIR Trust, “Units”), you should immediately forward this Circular, together with the Noticeof Extraordinary General Meeting and the accompanying Proxy Form in this Circular, to the purchaseror transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effectedfor onward transmission to the purchaser or transferee.This Circular is not for distribution, directly or indirectly, in or into the United States (“U.S.”). It is notan offer of securities for sale into the U.S. There will be no public offer of securities in the U.S.(Constituted in the Republic of Singaporepursuant to a trust deed dated 8 August 2007 (as amended))MANAGED BYLMIRT MANAGEMENT LTD.CIRCULAR TO UNITHOLDERSIN RELATION TO:(1) THE PROPOSED ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTED PERSON;(2) THE PROPOSED ACQUISITION OF BINJAI SUPERMALL FROM AN INTERESTED PERSON; AND(3) THE WHITEWASH RESOLUTION.Independent Financial Adviser to the Independent Directors of LMIRT Management Ltd and the Trustee.IMPORTANT DATES AND TIMES FOR UNITHOLDERSLast date and time for lodgement of Proxy Forms : 11 December 2012 at 2.00 p.m.Date and time of Extraordinary General Meeting : 13 December 2012 at 2.00 p.m.Place of Extraordinary General Meeting : 333 Orchard RoadMandarin Orchard SingaporeMandarin Ballroom 1, Level 6, Main TowerSingapore 238867

PEJATEN VILLAGEPejaten Village is a six-level retail mall (including one basement level) built in 2009, with a grossfloor area of 91,749 sq m and net lettable area of about 41,847 sq m. The retail mall is locatedwithin a strategic area in the heart of South Jakarta and bears the postal address of Jalan WarungJati Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKIJakarta Province, Indonesia.BINJAI SUPERMALLBuilt in 2007, Binjai Supermall is the first and only modern retail mall in Binjai City. BinjaiSupermall is a three-level retail mall, and is currently undergoing an expansion and renovationprogram which is expected to increase its net lettable area by more than 25% by March 2013.

TABLE OF CONTENTSPageCORPORATE INFORMATION ..............................................iiSUMMARY ............................................................. 1INDICATIVE TIMETABLE ................................................. 9LETTER TO UNITHOLDERS1. ApprovalsSought.................................................... 102. TheProposedTransactions............................................ 103. TheProposedAcquisitions............................................. 124. Requirement for Unitholders’ Approval for the Proposed Acquisitions. . . . . . . . . . . . 235. Pro Forma Financial Effects of the Proposed Acquisitions and theRecentAcquisitions.................................................. 286. TheWhitewashResolution............................................. 327. Recommendations................................................... 368. Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . ................... 379. AbstentionsfromVoting............................................... 3710. Action to be Taken by Unitholders . . . . . . . . . . . . . . . . . . . . ................... 3711. Directors’ Responsibility Statement . . . . . . . . . . . . . . . ....................... 3812. Consents .......................................................... 3813. DocumentsforInspection ............................................. 38IMPORTANT NOTICE .................................................... 39GLOSSARY ............................................................ 40APPENDIX A Independent Financial Adviser’s Letter . . . . . . . . . . . . . . . . ......... A-1APPENDIX B Information about the Enlarged Portfolio . . . . . . . . . . . . . . . ......... B-1APPENDIX C TaxConsiderations......................................... C-1APPENDIX D SummaryValuationReports.................................. D-1APPENDIX E Existing Interested Person Transactions . . . . . . . . . . . . . . . ......... E-1APPENDIX F RelatedTenancyAgreements................................. F-1NOTICE OF EXTRAORDINARY GENERAL MEETING ........................... G-1PROXY FORMi

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SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, thefull text of this Circular. Meanings of defined terms may be found in the Glossary on pages 40 to48 of this Circular.Any discrepancies in the tables included herein between the listed amounts and totals thereof aredue to rounding.INTRODUCTIONListed on the SGX-ST on 19 November 2007, LMIR Trust is a Singapore-based real estateinvestment trust with a diversified portfolio of income-producing retail and retail-related propertiesin Indonesia. LMIR Trust is established with the principal investment objective of owning andinvesting, on a long-term basis, in a diversified portfolio of income-producing real estate inIndonesia that are primarily used for retail and/or retail-related purposes, and real estate-relatedassets in connection with the purposes mentioned in the foregoing. As at 30 September 2012,LMIR Trust’s portfolio comprises 10 high-quality retail malls and seven major retail units locatedwithin other retail malls with a combined net lettable area (“NLA”) of 546,776 sq m and valuationof S$1,375.6 million based on LMIR Trust’s balance sheet as at 30 September 2012 (the“September 2012 Portfolio”).SUMMARY OF THE TRANSACTIONSOverviewIn order to continue to grow LMIR Trust in accordance with its principal investment objective, theManager proposes to carry out the following Interested Person Transactions 1 (the“Transactions”):• the acquisition of Pejaten Village, a six-level (including one basement level) retail malllocated in the city of Jakarta, Indonesia, bearing the postal address Jalan Warung Jati BaratNo. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI JakartaProvince and which is covered by three HGB Certificates issued by the relevant NationalLand Office in accordance with applicable laws of the Republic of Indonesia (“SHGB”) 2(Sertipikat Hak Guna Bangunan) (“Pejaten Village”, and the acquisition of Pejaten Village,the “Pejaten Village Acquisition”), from Sea Pejaten Pte. Ltd. (“Sea Pejaten”) and GadingNusa Utama (“GNU”, and together with Sea Pejaten, the “Pejaten Village Vendors”) 3 whichown Pejaten Village indirectly in the proportions 95.0% and 5.0%, respectively, for a1 “Interested Person Transaction” means a transaction between an entity at risk and an Interested Person.2 Under Indonesia land law, the highest title which can be obtained by a company incorporated or located in Indonesiais a ‘Right to Build’ or HGB Title. HGB Titles can only be obtained by an Indonesian citizen, or by a legal entity whichis incorporated under Indonesian law and located in Indonesia including foreign investment companies. A holder ofthe HGB Title has the right to erect, occupy and use buildings on that particular parcel of land, and also has the rightto encumber and sell all or part of the parcel.3 Pejaten Village will be acquired by LMIR Trust through a wholly-owned subsidiary, namely Requis Investment Pte.Ltd. (“Requis”). Requis will enter into a sale and purchase agreement with Sea Pejaten for the acquisition of a75.0% interest in PT Panca Permata Pejaten (“PPP”), which directly holds Pejaten Village, and Gaillard InvestmentPte. Ltd. (“Gaillard”), which is a wholly-owned subsidiary of Requis, will enter into a sale and purchase agreementwith Sea Pejaten and GNU for the remaining 20.0% and 5.0% interest in PPP, respectively.1

purchase consideration of Rp.748.0 billion (S$95.1 million 1 ) (the “Pejaten Village PurchaseConsideration”) 2 . Pejaten Village has a net lettable area (“NLA”) of 41,847 square metres(“sq m”) as at 30 June 2012; and• (a) the acquisition of Binjai Supermall, a three-level retail mall located in Binjai, NorthSumatra, Indonesia, bearing the postal address Jalan Soekarno Hatta No. 14, TimbangLangkat Sub District, East Binjai District, Binjai City, North Sumatra Province and whichis covered by one SHGB Certificate No. 93 with a total area of 13,267 sq m (“BinjaiSupermall”, and together with Pejaten Village, the “Proposed Properties”) from PTTrias Mitra Investama (“TMI”) 3 , which owns Binjai Supermall (the “Sale of BinjaiSupermall”); and(b)the transfer of rights over units which consist of 12,867 sq m area in the Lower GroundFloor, Ground A Floor, Ground B Floor, Ground/Basement, Upper Ground Floor A andRoof Floor of Binjai Supermall (the “Binjai Units”) from PT Matahari Putra Prima Tbk 4(“MPP”, and together with TMI, the “Binjai Supermall Vendors”) (the “Novation ofBinjai Units”),for an aggregate consideration of Rp.237.5 billion (S$30.2 million) (the “Binjai SupermallAggregate Consideration”) 5 (the “Binjai Supermall Acquisition” and together with thePejaten Village Acquisition, the “Proposed Acquisitions”). Binjai Supermall is expected tohave an NLA of 23,022 sq m (which is inclusive of the space to be acquired from MPP inBinjai Supermall) after the completion of an asset enhancement initiative by March 2013.For the avoidance of doubt, completion of the Pejaten Village Acquisition and the Binjai SupermallAcquisition are not inter-conditional upon each other. However, each of the Pejaten VillageAcquisition and the Binjai Supermall Acquisition is conditional upon the Whitewash Resolutionbecause these are interested party transactions (as defined in Appendix 6 of the Code ofCollective Investment Schemes (the “Property Funds Appendix”) issued by the MonetaryAuthority of Singapore (the “MAS”) and under paragraph 5.6 of the Property Funds Appendix,acquisitions from interested parties are required to be paid in Units. The receipt by the Managerof the Acquisition Fee Units (as defined below) is conditional upon the Whitewash Resolution (seeparagraph 6 of the Letter to Unitholders for further details).1 Based on the illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2 (the “Illustrative Rupiah Exchange Rate”)on 19 November 2012, being the latest practicable date prior to the printing of this Circular (the “Latest PracticableDate”). Unless otherwise stated, all conversions of Rp. amounts into S$ in this Circular shall be based on theIllustrative Rupiah Exchange Rate and all amounts in Rp. and S$ in this Circular shall, where such amount exceedsone million, be rounded to one decimal number.2 The Pejaten Village Purchase Consideration is subject to adjustment for the consolidated net assets or net liabilitiesof PPP as at the completion date (“Final Completion”) of the Pejaten Village Acquisition.3 Binjai Supermall will be acquired by LMIR Trust through its wholly-owned subsidiary, Sagacity Investments Pte. Ltd.(“Sagacity”). Sagacity holds a 75.0% interest in PT Amanda Cipta Utama (“ACU”), and Maxi Magna InvestmentsPte. Ltd. (“Maxi Magna”), which is a wholly-owned subsidiary of Sagacity, holds a 25.0% interest in ACU. ACU willin turn enter into a conditional sale and purchase agreement with TMI and PT Matahari Putra Prima Tbk for theacquisition of Binjai Supermall.4 The rights over the Binjai Units were held by MPP pursuant to (I) Perjanjian Pengalihan Pengikatan Jual Beli SatuanKios/Kios Binjai Supermall dated 3 October 2005 (the “Transfer of Rights Agreement”) made by and between MPPand PT Persada Mandiri Dunia Niaga (“PMDN”), (II) Perjanjian Pengalihan Hak Kepemilikan Satuan Kios/Kios BinjaiSupermall dated 3 October 2005 made by and between MPP, PMDN and TMI, and (III) Addendum to the Transferof Conditional Sale and Purchase Agreement dated 3 October 2005 (Addendum Terhadap Perjanjian PengalihanPengikatan Jual Beli Satuan Kios/Kios Binjai Supermall) dated 20 March 2012 made by and between MPP andPMDN.5 The Binjai Supermall Aggregate Consideration comprises a purchase consideration of Rp.154.95 billion (S$19.7million) for the Sale of Binjai Supermall and a novation consideration of Rp.82.55 billion (S$10.5 million) for theNovation of Binjai Units.2

Key Benefits of the Proposed AcquisitionsThe Manager believes that the Proposed Acquisitions will bring the following key benefits toUnitholders:(i)(ii)(iii)(iv)(v)acquisition of retail mall assets at discounts to the average of the independent valuationsoffering stable occupancies and leasing up opportunities;opportunity to increase the earnings of LMIR Trust;the Proposed Properties are located at strategic locations with sustainable retail traffic;increased economies of scale in operations and marketing; anddiversification of LMIR Trust’s asset portfolio to minimise concentration risk.(See paragraph 2.1 of the Letter to Unitholders for further details.)Recent AcquisitionsLMIR Trust has also recently completed the acquisitions of the following properties (the “RecentProperties”, and the acquisitions of the Recent Properties, the “Recent Acquisitions”), pursuantto its announcements dated 15 October 2012 and 14 November 2012:(i)(ii)(iii)(iv)Palembang Square, a four-level retail mall located in Palembang, South Sumatra, Indonesia,bearing the postal address Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1District, Palembang City, South Sumatera Province (“Palembang Square”), for a purchaseconsideration of Rp.467.0 billion (S$59.9 million 1 ). Palembang Square is part of a mixed-usedevelopment consisting of a hotel, a proposed hospital and Palembang Square Extension (asdefined below) and has an NLA (after the completion of a refurbishment and repositioningexercise) of 31,448 sq m;Palembang Square Extension, a two-level retail mall (including one underground level) witha bridge, located in Palembang, South Sumatra, Indonesia, bearing the postal address JalanAngkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, SouthSumatera Province (“Palembang Square Extension”), for a purchase consideration ofRp.221.5 billion (S$28.4 million 1 ). Palembang Square Extension is part of a mixed-usedevelopment consisting of a hotel, a proposed hospital and an existing mall and has an NLAof 17,326 sq m. Palembang Square Extension is directly connected to Palembang Square;Tamini Square, a seven-level (including two basement levels) strata titled retail mall locatedin the city of Jakarta, Indonesia, bearing the postal address Jalan Raya Taman Mini Pintu 1No. 15, Pinang Ranti Sub District, Makasar District, East Jakarta Region, DKI JakartaProvince (“Tamini Square”), for a purchase consideration of Rp.180.0 billion (S$23.1million 1 ). Tamini Square has an NLA of 17,475 sq m; andKramat Jati Indah Plaza, a five-level (including one basement level) retail mall located in thecity of Jakarta, Indonesia, bearing the postal address Jalan Raya Bogor Km 19, Kramat JatiSub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province (“KJI”), for apurchase consideration of Rp.540.0 billion (S$69.3 million 1 ). KJI has an NLA of 32,540 sq m.1 Based on the exchange rate of S$1.00 to Rp. 7,795.3, being the reference exchange rate which was agreed uponbetween the parties to the relevant sale and purchase agreement(s).3

COST OF THE PROPOSED ACQUISITIONSThe following table sets out the appraised values (as at 30 June 2012) of Pejaten Village andBinjai Supermall by two independent property valuers, KJPP WR in affiliation with Knight Frank(appointed by the Trustee) and KJPP RHP in strategic alliance with CB Richard Ellis (appointedby the Manager) (KJPP RHP together with KJPP WR, the “Independent Valuers”), the PejatenVillage Purchase Consideration and the Binjai Supermall Aggregate Consideration:Appraised ValueProperty by KJPP RHP by KJPP WR(Rp.billion)(S$million)(Rp.billion)(S$million)Average ofIndependentValuationsconducted byKJPP RHP andKJPP WR(Rp.billion)(S$million)PropertyPurchaseConsideration/AggregateConsideration(Rp.billion)(S$million)PejatenVillage . . . . . . 841.0 106.9 870.2 110.6 855.6 108.8 748.0 (1) 95.1 (1)BinjaiSupermall . . . . 247.0 31.4 253.90 32.3 250.4 31.8 237.5 (2) 30.2 (2)Total. ....... 1,088.0 138.3 1,124.1 142.9 1,106.0 140.6 985.5 125.3Notes:(1) This reflects the amount which LMIR Trust will pay for Pejaten Village. As LMIR Trust will be acquiring PejatenVillage indirectly through the acquisition of PPP, the actual price which LMIR Trust will pay will be subject toadjustment for the consolidated net assets or net liabilities of PPP as at the Final Completion of the Pejaten VillageAcquisition.(2) This reflects the amount which LMIR Trust will pay for Binjai Supermall.The total cost of the Proposed Acquisitions, inclusive of the aggregate purchase/aggregateconsideration of the Proposed Properties, the acquisition fee in relation to each of the ProposedAcquisitions payable to the Manager, as well as other estimated professional and other fees andexpenses incurred in connection with the Proposed Acquisitions, is expected to be Rp.1,024.3billion (S$130.2 million) (“Total Acquisition Cost”).(See paragraph 3.2 of the Letter to Unitholders for further details.)4

METHOD OF FINANCINGThe Manager intends to finance the cash portion of S$129.0 million (Rp.1,014.5 billion) of the TotalAcquisition Cost 1 with:(i)(ii)(iii)the proceeds raised from the issuance of the S$200,000,000 4.88% Notes due 2015 andS$50,000,000 5.875% Notes due 2017 (collectively, the “Notes”) pursuant to theS$750,000,000 Guaranteed Euro Medium Term Note Programme established by LMIRTCapital Pte. Ltd. (a wholly-owned subsidiary of LMIR Trust) (the “EMTN Programme”) asannounced by the Manager on 26 June 2012;the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017 pursuantto the EMTN Programme as announced by the Manager on 15 November 2012; andinternal cash reserves and working capital of LMIR Trust.SUMMARY OF APPROVALS SOUGHTThe Manager seeks the approval of unitholders of LMIR Trust (“Unitholders”) for the resolutionsstated below:(1) Resolution 1: Proposed acquisition of Pejaten Village from an Interested Person (OrdinaryResolution) (which is conditional upon the passing of Resolution 3);(2) Resolution 2: Proposed acquisition of Binjai Supermall from an Interested Person (OrdinaryResolution) (which is conditional upon the passing of Resolution 3); and(3) Resolution 3: The Whitewash Resolution (Ordinary Resolution).RESOLUTION 1: PROPOSED ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTEDPERSONInterested Person Transaction and Interested Party Transaction 2 in connection with thePejaten Village AcquisitionAs at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units(comprising 2.88% of the total number of issued Units). The Manager is wholly-owned byPeninsula Investment Limited (“Peninsula”), a wholly-owned subsidiary of Jesselton InvestmentLtd (“Jesselton”) which is in turn a wholly-owned subsidiary of the Sponsor. The Sponsor, directlyand/or through its subsidiaries and associates and through its interest in the Manager, has (i)deemed interests of approximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and1 For the avoidance of doubt, the cash component of the Total Acquisition Cost does not include the acquisition feesfor the Proposed Acquisitions of Rp.9.9 billion (or S$1.3 million), which is payable in Units to the Manager pursuantto Clause 15.2.1 of the trust deed dated 8 August 2007 constituting LMIR Trust (as amended) (the “Trust Deed”).Clause 15.2.1 of the Trust Deed states that the Manager is entitled to receive an acquisition fee calculated at therate of 1.0% of the purchase price paid for any Authorised Investment (as defined in the Trust Deed) acquired fromtime to time by the Trustee on behalf of LMIR Trust, and the purchase price shall be the amount after deducting theinterest of any co-owner or co-participant.2 “Interested Party Transaction” has the meaning ascribed to it in paragraph 5 of the Property Funds Appendix.5

is therefore regarded as a “controlling unitholder” 1 of LMIR Trust, and “controlling shareholder” 2of the Manager, under both the Listing Manual of the SGX-ST (the “Listing Manual”) and (whereapplicable) the Property Funds Appendix. The Pejaten Village Vendors are indirect wholly-ownedsubsidiaries of the Sponsor. For the purposes of Chapter 9 of the Listing Manual, each of thePejaten Village Vendors is an Interested Person 3 of LMIR Trust, and for the purposes of paragraph5 of the Property Funds Appendix relating to Interested Party Transactions, each of the PejatenVillage Vendors is an Interested Party 4 of LMIR Trust.As such, the Pejaten Village Acquisition will constitute an Interested Person Transaction underChapter 9 of the Listing Manual. The Pejaten Village Acquisition will also constitute an InterestedParty Transaction under paragraph 5 of the Property Funds Appendix. Further, the value of thePejaten Village Acquisition is equal to 8.2% of LMIR Trust’s net asset value (“NAV”) of S$1,153.8million as at 30 September 2012, and 8.2% of LMIR Trust’s latest unaudited net tangible assets(“NTA”) of S$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders isrequired under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix.Accordingly, the approval of Unitholders is sought for the Pejaten Village Acquisition (seeparagraph 4.1 of the Letter to Unitholders for further details).UNITHOLDERS SHOULD NOTE THAT RESOLUTION 1 (ACQUISITION OF PEJATEN VILLAGEFROM AN INTERESTED PERSON) IS SUBJECT TO AND CONTINGENT UPON THE PASSINGOF RESOLUTION 3 (THE WHITEWASH RESOLUTION).1 “Controlling Unitholder” means a person who:(a)(b)holds directly or indirectly 15% or more of the nominal amount of all voting units in the property fund. The MASmay determine that such a person is not a controlling unitholder; orin fact exercises control over the property fund.2 “Controlling Shareholder” means a person who:(a)(b)holds directly or indirectly 15% or more of the total number of issued shares excluding treasury shares in thecompany; orin fact exercises control over a company.3 “Interested Person” means:(a)In the case of a company, “interested person” means:(i) a director, chief executive officer, or controlling shareholder of the issuer; or(ii) an associate of any such director, chief executive officer, or controlling shareholder; and(b) in the case of a REIT, shall have the meaning defined in the Code on Collective Investment Schemes issuedby the MAS.4 “Interested Party” means:(a) a director, chief executive officer or controlling shareholder of the manager, or the manager, the trustee orcontrolling unitholder of the property fund; or(b) an associate of any director, chief executive officer or controlling shareholder of the manager, or an associateof the manager, the trustee or any controlling unitholder of the property fund.6

RESOLUTION 2: PROPOSED ACQUISITION OF BINJAI SUPERMALL FROM AN INTERESTEDPERSONInterested Person Transaction and Interested Party Transaction in connection with theBinjai Supermall AcquisitionTMI is an indirect wholly-owned subsidiary of the Sponsor, and MPP and the Sponsor are undercommon control by PT Multipolar Corporation Tbk. For the purposes of Chapter 9 of the ListingManual, each of TMI and MPP is an Interested Person of LMIR Trust, and for the purposes ofparagraph 5 of the Property Funds Appendix relating to Interested Party Transactions, each of TMIand MPP is an Interested Party of LMIR Trust.As such, the Binjai Supermall Acquisition will constitute an Interested Person Transaction underChapter 9 of the Listing Manual. The Binjai Supermall Acquisition will also constitute an InterestedParty Transaction under paragraph 5 of the Property Funds Appendix. The value of the BinjaiSupermall Acquisition is equal to 2.6% of LMIR Trust’s NAV of S$1,153.8 million as at 30September 2012, and 2.6% of LMIR Trust’s latest unaudited NTA of S$1,153.8 million as at 30September 2012. Although approval of Unitholders is not required for the Binjai SupermallAcquisition under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix,the Manager wishes to seek Unitholders’ approval for the Binjai Supermall Acquisition for (i) goodcorporate governance and (ii) due to the fact that Unitholders’ approval is also being sought forthe Pejaten Village Acquisition. Accordingly, the approval of Unitholders is sought for the BinjaiSupermall Acquisition (see paragraph 4.1 of the Letter to Unitholders for further details).UNITHOLDERS SHOULD NOTE THAT RESOLUTION 2 (ACQUISITION OF BINJAISUPERMALL FROM AN INTERESTED PERSON) IS SUBJECT TO AND CONTINGENT UPONTHE PASSING OF RESOLUTION 3 (THE WHITEWASH RESOLUTION).RESOLUTION 3: THE WHITEWASH RESOLUTIONWaiver of the Singapore Code of Take-overs and MergersOn 20 October 2011, Unitholders other than the Sponsor, parties acting in concert with theSponsor and parties which are not independent of the Sponsor (the “Independent Unitholders”)had approved a waiver of their right to receive a mandatory offer from the Sponsor and partiesacting in concert with the Sponsor, in the event that they incurred an obligation to make amandatory offer (“Mandatory Offer”) pursuant to Rule 14 of the Singapore Code of Take-oversand Mergers (the “Code”) as a result of, amongst others, the receipt of the acquisition fee inrelation to the acquisition of Pluit Village (“Pluit Village Acquisition”) in Units (“Pluit VillageAcquisition Fee Units”) by the Manager in its own capacity. Pluit Village was acquired on 6December 2011 and the payment for the final adjustment in relation to the Pluit Village Acquisitionwas made in May 2012. As the Pluit Village Acquisition Fee Units were not issued to the Managerwithin three months of the extraordinary general meeting held on 20 October 2011, the approvalgranted by the Independent Unitholders on 20 October 2011 would have to be refreshed in orderfor the Manager to receive the Pluit Village Acquisition Fee Units.In addition, as the Proposed Acquisitions are Interested Party Transactions under the PropertyFunds Appendix, the Manager is required under paragraph 5.6 of the Property Funds Appendix toreceive the acquisition fees for the Proposed Acquisitions (which is equal to 1.0% of the purchaseconsideration of the Proposed Acquisitions) (“Acquisition Fees”) in Units. In accordance withparagraph 5.6 of the Property Funds Appendix which applies to Interested Party Transactions, theUnits to be issued as payment of the Acquisition Fees are not to be sold within one year from theirdate of issuance.Rule 14.1(a) of the Code states that the Sponsor and parties acting in concert with the Sponsorwould be required to make a Mandatory Offer if the Sponsor and parties acting in concert with it,acquire additional Units which increase their aggregate unitholdings in LMIR Trust to 30.0% ormore. Unless waived by the Securities Industry Council (the “SIC”), pursuant to Rule 14.1(a) of theCode, the Sponsor and parties acting in concert with the Sponsor would then be required to makea Mandatory Offer.7

The SIC has, on 9 November 2012,granted a waiver (the “SIC Waiver”) of the requirement by theSponsor and parties acting in concert with the Sponsor to make a Mandatory Offer for theremaining Units not owned or controlled by the Sponsor and parties acting in concert with theSponsor, in the event that they incur an obligation to make a Mandatory Offer pursuant to Rule 14of the Code as a result of the receipt of (i) the acquisition fee which is required to be paid to theManager in Units pursuant to paragraph 5.6 of the Property Funds Appendix, in respect of theProposed Acquisitions and (ii) the Pluit Village Acquisition Fee Units (collectively, the“Acquisition Fee Units”), as these are acquisitions from Interested Parties, subject to thesatisfaction of the conditions specified in the SIC Waiver (as set out in paragraph 6.2 of the Letterto Unitholders) including the approval of the Whitewash Resolution by Independent Unitholders(as defined herein) at the extraordinary general meeting of Unitholders to be held on 13 December2012 at 2.00 p.m. (the “EGM”).The Manager hereby proposes to seek approval from Unitholders other than the Sponsor, partiesacting in concert with the Sponsor and parties which are not independent of the Sponsor (the“Independent Unitholders”) for a waiver of their right to receive a mandatory offer from theSponsor and parties acting in concert with the Sponsor for the remaining issued Units not ownedor controlled by the Sponsor and parties acting in concert with the Sponsor, in the event that theyincur an obligation to make a Mandatory Offer as a result of the receipt of the Acquisition Fee Unitsby the Manager in its own capacity.Rationale for the Whitewash ResolutionThe Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units withoutthe Sponsor having to make a Mandatory Offer, and the rationale for enabling the Manager to doso is set out in paragraph 6.3 of the Letter to Unitholders.(See paragraph 6.3 of the Letter to Unitholders for further details.)8

INDICATIVE TIMETABLEThe timetable for the events which are scheduled to take place after the EGM is indicative onlyand is subject to change at the Manager’s absolute discretion. Any changes (including anydetermination of the relevant dates) to the timetable below will be announced.EventDate and TimeLast date and time for lodgement of ProxyForms: 11 December 2012 at 2.00 p.m.Date and time of the EGM : 13 December 2012 at 2.00 p.m.The AcquisitionsTarget date for the Proposed Completion : Not later than 31 December 2012 (or suchAcquisition 1 Trustee and the Pejaten Village Vendors)(as defined herein) of the Pejaten Village other date as may be agreed between theTarget date for the Proposed Completionof the Binjai Supermall Acquisition: Not later than 31 December 2012 (or suchother date as may be agreed between theTrustee and the Binjai Supermall Vendors)1 Subject to the adjustment for the consolidated net assets or net liabilities of PPP as at the Final Completion of thePejaten Village Acquisition.9

LIPPO MALLS INDONESIA RETAIL TRUST(Constituted in the Republic of Singaporepursuant to a trust deed dated 8 August 2007 (as amended))Directors of the ManagerMr Albert Saychuan Cheok (Chairman & IndependentNon-Executive Director)Ms Viven Gouw Sitiabudi (Executive Director of the Board andChief Executive Officer)Mr Douglas Chew (Non-Executive Director)Mr Bunjamin J. Mailool (Non-Executive Director)Mr Lee Soo Hoon, Phillip (Independent Non-Executive Director)Mr Goh Tiam Lock (Independent Non-Executive Director)Registered Office50 Collyer Quay#06-07 OUE BayfrontSingapore 04932126 November 2012To:Unitholders of Lippo Malls Indonesia Retail TrustDear Sir/Madam1. APPROVALS SOUGHTThe following sets out the resolutions for which approval is sought by the Manager fromUnitholders. Approval by way of an Ordinary Resolution (as defined herein) is required inrespect of Resolutions 1, 2 and 3 set out below:(1) Resolution 1: Acquisition of Pejaten Village from an Interested Person (OrdinaryResolution) (which is conditional upon the passing of Resolution 3);(2) Resolution 2: Acquisition of Binjai Supermall from an Interested Person (OrdinaryResolution) (which is conditional upon the passing of Resolution 3); and(3) Resolution 3: The Whitewash Resolution (Ordinary Resolution).The Manager will only proceed with the Pejaten Village Acquisition if approval for bothResolutions 1 and 3 is obtained from Unitholders. The Manager will only proceed with theBinjai Supermall Acquisition if approval for both Resolutions 2 and 3 is obtained fromUnitholders. For the avoidance of doubt, completion of the Pejaten Village Acquisition andthe Binjai Supermall Acquisition are not inter-conditional upon each other. However, each ofthe Pejaten Village Acquisition and the Binjai Supermall Acquisition is conditional upon theWhitewash Resolution because these are interested party transactions (as defined in theProperty Funds Appendix) and under paragraph 5.6 of the Property Funds Appendix,acquisitions from Interested Parties are required to be paid in Units.2. THE PROPOSED TRANSACTIONS2.1. Rationale for the Proposed AcquisitionsThe Manager believes that the Proposed Acquisitions will bring the following keybenefits to Unitholders:2.1.1. Acquisition of Retail Mall Assets at Discounts to the Average of theIndependent Valuations offering Stable Occupancies and Leasing upOpportunitiesThe Proposed Acquisitions represent an opportunity for LMIR Trust to acquireincome producing quality properties below the average of the independentvaluations from the Independent Valuers, namely KJPP RHP and KJPP WR,10

and are in line with the Manager’s acquisition growth strategy of owning retailand/or retail related properties to optimise Unitholders’ returns, as well asprovide potential capital appreciation and long-term growth.PropertyPurchaseConsideration/AggregateConsiderationAverage ofIndependentValuationsconducted byKJPP RHP andKJPP WRDiscountto theAverageValuations(%)Pejaten VillageRp.748.0 billion(S$95.1 million)Rp.855.6 billion(S$108.8 million)12.6%Binjai SupermallThe BinjaiSupermallAggregateConsideration isRp.237.5 billion(S$30.2 million).Rp.250.5 billion(S$31.8 million)5.2%As at 30 September 2012, the occupancy rates of Pejaten Village and BinjaiSupermall are 96.3% and 91.2% respectively. The high occupancy rates are areflection of the strong demand for retail space in Jakarta, where Pejaten Villageis located, as well as the strategic location of Binjai Supermall, which iscurrently the only mall in Binjai City which serves as a transit area for peopletravelling from Medan to Aceh.2.1.2. Opportunity to Enhance the Earnings of LMIR TrustBased on the pro forma financial statements for the year ended 31 December2011, the pro forma Net Property Income 1 contribution from Pejaten Village andBinjai Supermall was Rp.55.1 billion (S$7.0 million). Based on the pro formafinancial statements for the six months ended 30 June 2012, the pro forma NetProperty Income contribution from Pejaten Village and Binjai Supermall wasRp.39.4 billion (S$5.0 million), which represents, on a historical pro forma basis,a 9.0% increase in LMIR Trust’s investment value and a 16.3% increase in LMIRTrust’s Net Property Income.2.1.3. Strategic Locations with Sustainable Retail TrafficThe Proposed Properties are strategically located within Jakarta and Binjai (atransit point between Medan, the largest city in Sumatra, and Aceh), givingLMIR Trust access to the dense populations located in these cities, therebyensuring sustainable retail traffic at these properties.LMIR Trust’s retail malls are positioned as “Everyday Malls” that providenecessities (e.g. supermarkets and family shopping) to the community living inthe regions neighbouring its retail malls and target the middle income populationin densely populated cities in Indonesia. The positioning of the ProposedProperties are in line with LMIR Trust’s targeted market segment comprisingIndonesia’s expanding and prospering urban middle class segment.1 “Net Property Income” consists of property revenue less property operating expenses.11

2.1.4. Increased Economies of Scale in Operations and MarketingThe Proposed Acquisitions and the Recent Acquisitions will enable LMIR Trustto enlarge its presence in the retail mall sector in Indonesia and to benefit fromincreased economies of scale as the Manager and the property manager(s) ofthe Enlarged Portfolio 1 can potentially spread certain operating costs (e.g. staffand personnel costs) over a larger portfolio, and increase their bargainingpower with suppliers and service providers.The Proposed Acquisitions are similarly expected to deliver economies of scaleand benefit the marketing and leasing activities of LMIR Trust by expanding anddeepening LMIR Trust’s portfolio of key tenant relationships, especially withtenants of the Proposed Properties who are currently not tenants of LMIRTrust’s malls.2.1.5. Diversification of Assets Portfolio to Minimise Concentration RisksThe Proposed Acquisitions will allow LMIR Trust to diversify its portfoliogeographically across Indonesia, thereby reducing asset concentration riskswithin LMIR Trust’s Enlarged Portfolio.Following the Proposed Acquisitions, the maximum contribution to LMIR Trust’sNet Property Income by any single property within LMIR Trust’s propertyportfolio will decrease to approximately 13% based on the relevant figures forthe period ended 30 June 2012. Further income diversification means greaterresilience and stability of income streams for LMIR Trust, thus benefiting itsUnitholders.3. THE PROPOSED ACQUISITIONS3.1. The Purchase/Aggregate Consideration and Valuations for the ProposedAcquisitions3.1.1 Pejaten VillageOn 23 October 2012, the Trustee, through its wholly-owned subsidiaries Requisand Gaillard, entered into three separate share purchase agreements with thePejaten Village Vendors (“Pejaten Village CSPAs”) for the acquisition ofPejaten Village. The Pejaten Village Purchase Consideration of Rp.748.0 billion(S$95.1 million) was arrived at on a willing-buyer and willing-seller basis aftertaking into account the valuations of Pejaten Village by the IndependentValuers, and is subject to adjustment for the consolidated net assets or netliabilities of PPP as at the completion date of the Pejaten Village Acquisition.The Pejaten Village Purchase Consideration will be paid on completion of thePejaten Village Acquisition (the “Proposed Completion”) under the PejatenVillage CSPAs, which shall be on a date to be determined in accordance withthe provisions of the Pejaten Village CSPAs.1 “Enlarged Portfolio” means the September 2012 Portfolio, the Proposed Properties and the Recent Properties (asdefined herein).12

KJPP WR and KJPP RHP were appointed by the Trustee and the Manager,respectively, to value Pejaten Village. In their respective reports, KJPP WR andKJPP RHP have stated the open market value of Pejaten Village as at 30 June2012 to be Rp.870.2 billion (S$110.6 million) and Rp.841.0 billion (S$106.9million), respectively. In arriving at the independent valuations, both KJPP WRand KJPP RHP used the income valuation method, utilising a discounted cashflow analysis.Basis and assumptions in arriving at independent valuations for PejatenVillageThe basis and assumptions adopted by KJPP WR and KJPP RHP in arriving attheir respective valuations of Binjai Supermall are set out in the table below.KJPP WRKJPP RHPEstimated discount ratesusing pre-tax rates thatreflect current marketassessments at the risksspecific to the properties 11.50% 10.36%Rental Growth rates 5.0% 6.0%Cash flow forecasts derivedfrom the most recentfinancial budgets and plansapproved by managementDiscountedcash flow analysisover 6 yearsprojections(5 years holdingperiod) (1)Discountedcash flow analysisover 11 yearsprojections(10 years holdingperiod) (1)Terminal capitalisation rates 10.0% 11.0%Note:(1) The number of projection years for the cashflow forecasts which each valuer deemedappropriate is based on their independent assessment of the numbers of years required forthe properties to reach a high level of income stability, which the valuers had in turndetermined based on their respective professional opinion as to the investment holdingperiods for the properties. The factors which the valuers had taken into account include,among others, the properties’ existing occupancy rates, the time taken for the properties toachieve maximum occupancy levels, the date of commencement of operation of theproperties and potential impact from the on-going asset enhancements activities.(Please see Appendix D of this Circular for the summary valuation reports ofthe Independent Valuers on Pejaten Village.)3.1.2 Binjai SupermallOn 23 October 2012, the Trustee, through its wholly-owned subsidiary ACU,entered into a conditional sale and purchase agreement with the BinjaiSupermall Vendors (the “Binjai Supermall CSPA”) for the acquisition of BinjaiSupermall. The Binjai Supermall Aggregate Consideration of Rp.237.5 billion(S$30.2 million) was arrived at on a willing-buyer and willing-seller basis aftertaking into account the valuations of Binjai Supermall by the IndependentValuers (as defined herein). The Binjai Supermall Aggregate Considerationcomprises a purchase consideration of Rp.154.95 billion (S$19.7 million) for theSale of Binjai Supermall and a novation consideration of Rp.82.55 billion(S$10.5 million) for the Novation of Binjai Units. The Binjai Supermall AggregateConsideration will be paid on completion of the Binjai Supermall Acquisition (the“Proposed Completion”) under the Binjai Supermall CSPA, which shall be ona date to be determined in accordance with the provisions of the BinjaiSupermall CSPA.13

KJPP WR and KJPP RHP were appointed by the Trustee and the Manager,respectively, to value Binjai Supermall. In their respective reports, KJPP WRand KJPP RHP have stated the open market value of Binjai Supermall as at 30June 2012 to be Rp.253.9 billion (S$32.3 million) and Rp.247.0 billion (S$31.4million), respectively. In arriving at the valuations, both KJPP WR and KJPPRHP used the income valuation method, utilising a discounted cash flowanalysis.The basis and assumptions adopted by KJPP WR and KJPP RHP in arriving attheir respective independent valuations of Binjai Supermall are set out in thetable below.Basis and assumptions in arriving at independent valuations for BinjaiSupermallThe basis and assumptions adopted by KJPP WR and KJPP RHP in arriving attheir respective valuations of Pejaten Village are set out in the table below.KJPP WRKJPP RHPEstimated discount ratesusing pre-tax rates thatreflect current marketassessments at the risksspecific to the properties 11.50% 10.36%Rental Growth rates 5.0% 6.0%Cash flow forecasts derivedfrom the most recentfinancial budgets and plansapproved by managementDiscountedcash flow analysisover 6 yearsprojections(5 years holdingperiod) (1)Discountedcash flow analysisover 11 yearsprojections(10 years holdingperiod) (1)Terminal capitalisation rates 10.5% 11.0%Note:(1) The number of projection years for the cashflow forecasts which each valuer deemedappropriate is based on their independent assessment of the numbers of years required forthe properties to reach a high level of income stability, which the valuers had in turndetermined based on their respective professional opinion as to the investment holdingperiods for the properties. The factors which the valuers had taken into account include,among others, the properties’ existing occupancy rates, the time taken for the properties toachieve maximum occupancy levels, the date of commencement of operation of theproperties and potential impact from the on-going asset enhancements activities.(Please see Appendix D of this Circular for the summary valuation reports ofthe Independent Valuers on Binjai Supermall.)3.2. Other Additional Costs of the Proposed Acquisitions3.2.1 Pejaten Village Acquisition FeeLMIR Trust is expected to incur the acquisition fee in relation to Pejaten Village(the “Pejaten Village Acquisition Fee”) of Rp.7.5 billion (or S$1.0 million)(which is equal to 1.0% of the Pejaten Village Purchase Consideration) inconnection with the Pejaten Village Acquisition, which is payable in Units to theManager pursuant to Clause 15.2.1 of the Trust Deed. As the Pejaten Village14

Acquisition is an Interested Party Transaction under the Property FundsAppendix, the Manager is required under paragraph 5.6 of the Property FundsAppendix to receive the Pejaten Village Acquisition Fee in Units. In accordancewith paragraph 5.6 of the Property Funds Appendix which applies to InterestedParty Transactions, the Units to be issued as payment of the Pejaten VillageAcquisition Fee are not to be sold within one year from their date of issuance.3.2.2 Binjai Supermall Acquisition FeeLMIR Trust is expected to incur the acquisition fee in relation to Binjai Supermall(the “Binjai Supermall Acquisition Fee”) of Rp.2.4 billion (or S$0.3 million)(which is equal to 1.0% of the Binjai Supermall Aggregate Consideration) inconnection with the Binjai Supermall Acquisition, which is payable in Units to theManager pursuant to Clause 15.2.1 of the Trust Deed. As the Binjai SupermallAcquisition is an Interested Party Transaction under the Property FundsAppendix, the Manager is required under paragraph 5.6 of the Property FundsAppendix to receive the Binjai Supermall Acquisition Fee in Units. Inaccordance with paragraph 5.6 of the Property Funds Appendix which applies toInterested Party Transactions, the Units to be issued as payment of the BinjaiSupermall Acquisition Fee are not to be sold within one year from their date ofissuance3.2.3 Other Fees in connection with the Proposed AcquisitionsLMIR Trust is expected to incur estimated professional and other fees andexpenses of approximately S$0.9 million in connection with the ProposedAcquisitions. LMIR Trust had also incurred underwriting fees, professional andother fees and expenses of S$2.8 million in connection with the issuance of theNotes and the establishment of the EMTN Programme.The Total Acquisition Cost is expected to be Rp.1,024.3 billion (S$130.2million).3.3. Structure of the Proposed Acquisitions3.3.1 Pejaten VillagePejaten Village is 100.0% owned by PPP, a company incorporated in Indonesiaon 22 June 1994. PPP is in turn 95.0% and 5.0% owned by Sea Pejaten andGNU, respectively. The Trustee had, on 23 October 2012, entered into a sharepurchase agreement to acquire Requis (the “Requis SPA”) for a nominalconsideration of S$1.00. LMIR Trust, through its wholly-owned subsidiariesRequis and Gaillard, proposes to acquire Pejaten Village through theacquisition of the entire issued share capital of PPP from Sea Pejaten and GNU,respectively.Under Indonesian Company Law, PPP, being an Indonesian limited liabilitycompany, must have at least two shareholders.Pejaten Village cannot be acquired directly by LMIR Trust as the IndonesianAgrarian Law does not allow a foreign entity or individual to own Indonesian realestate. Therefore, Pejaten Village would have to be held by PPP, an Indonesiancompany.15

The Manager wishes to note that certain assets of LMIR Trust which wereobtained at the time of its initial public offering were also acquired via a similarstructure.The following chart sets out the structure under which Pejaten Village will beheld by LMIR Trust upon the Proposed Completion of the Pejaten VillageAcquisition, as well as the resulting shareholding and ownership interest in theentities set out below.LMIR Trust100%Requis Investment Pte. Ltd.(Sing Co)100%Gaillard Investment Pte. Ltd.(Sing Co)75%25%PT Panca Permata PejatenPejaten Village3.3.2 Binjai SupermallBinjai Supermall is owned by TMI, a company incorporated in Indonesia on31 March 2005. The rights over part of the Binjai Supermall (the “Binjai Units”)were acquired by MPP pursuant to (i) Perjanjian Pengalihan Pengikatan JualBeli Satuan Kios/Kios Binjai Supermall dated 3 October 2005 made by andbetween MPP and PT Persada Mandiri Dunia Niaga (“PMDN”) 1 , (ii) PerjanjianPengalihan Hak Kepemilikan Satuan Kios/Kios Binjai Supermall dated3 October 2005 made by and between MPP, PMDN and TMI, and (iii) Addendumto the Transfer of Conditional Sale and Purchase Agreement dated 3 October2005 (Addendum Terhadap Perjanjian Pengalihan Pengikatan Jual Beli SatuanKios/Kios Binjai Supermall) dated 20 March 2012 made by and between MPPand PMDN.1 PMDN is the previous owner of the rights over the Binjai Units pursuant to (i) Perjanjian Pengikatan Jual Beli SatuanKios/Kios No. 015/PPJB-TMI/V/05, (ii) Kontrak Tentang Pelaksanaan Tata Tertib Gedung No. 015-A/PPJB-TMI/V/05, (iii) Perjanjian Penyerahan Hak Atas Pengaturan Dan Hak Pengelolaan Atas Dinding Bersama DariSatuan Kios/Kios Dalam Gedung No. 015-B/PPJB-TMI/V/05; each dated 9 May 2005 (collectively hereinafterreferred to as the “PMDN CSPA”), and (iv) Addendum to the PMDN CSPA dated 7 March 2012.16

The Trustee had, on 23 October 2012, entered into a share purchase agreementto acquire Sagacity (the “Sagacity SPA”) for a nominal consideration of S$1.00.LMIR Trust, through its wholly-owned subsidiaries, Sagacity and Maxi Magna(both of which are Singapore incorporated companies), proposes to acquireBinjai Supermall via ACU and since the rights over the Binjai Units are ownedby MPP (as described above), ACU will enter into a conditional sale andpurchase agreement with TMI and MPP for the acquisition of Binjai Supermall,whereby MPP will novate all of its rights and obligation over the Binjai Units toACU and subsequently on the same day TMI will transfer its title over BinjaiSupermall and such transfer of title, together with the novation of rights to theBinjai Units will constitute the transfer of the entire Binjai Supermall to ACU.ACU is a special purpose vehicle company incorporated in Indonesia on19 December 2011, which is 75% and 25% owned by Sagacity and Maxi Magna.Under Indonesian Company Law, ACU, being an Indonesian limited liabilitycompany, must have at least two shareholders.Pursuant to the Indonesian Agrarian Law, Binjai Supermall cannot be directlyacquired by LMIR Trust and therefore, Binjai Supermall would have to be heldby ACU, an Indonesian company.In addition, the Manager wishes to note that certain assets of LMIR Trust whichwere obtained at the time of its initial public offering were also acquired via asimilar structure.The following chart sets out the structure under which Binjai Supermall will beheld by LMIR Trust upon the Proposed Completion of the Binjai SupermallAcquisition, as well as the resulting shareholding and ownership interests in theentities set out below.LMIR Trust100%Sagacity Investments Pte. Ltd.(Sing Co)100%Maxi Magna Investments Pte. Ltd.(Sing Co)75%25%PT Amanda Cipta UtamaBinjai Supermall17

3.4. Conditions for the Proposed Acquisitions3.4.1 Conditions precedent for the Pejaten Village AcquisitionThe Proposed Completion of the Pejaten Village Acquisition is subject to andconditional upon, among others, the following conditions precedent:(i)(ii)(iii)(iv)there being no compulsory acquisition of Pejaten Village or any part of it,and no notice of an intended compulsory acquisition has been given, or isanticipated by the government or other competent authority;Pejaten Village is not materially damaged;the entry into the Pejaten Village Deed of Indemnity (as defined below) byBridgewater International Ltd (“Bridgewater”) and the Trustee; andthe passing at an extraordinary general meeting of Unitholders of aresolution to approve the Pejaten Village Acquisition 1 .3.4.2 Conditions precedent for the Binjai Supermall AcquisitionThe Proposed Completion of the Binjai Supermall Acquisition is subject to andconditional upon, among others, the following conditions precedent:(i)(ii)(iii)(iv)(v)there being no compulsory acquisition of Binjai Supermall or the BinjaiUnits or any part of it, and no notice of an intended compulsory acquisitionhas been given, nor is one anticipated by the government or othercompetent authority;Binjai Supermall or the Binjai Units or any part thereof is not materiallydamaged;there having been no breach of any of the representations, warranties,covenants and/or undertakings of TMI and/or MPP provided in the BinjaiSupermall CSPA which, in the reasonable opinion of ACU, will or is likelyto (a) have a material adverse effect on Binjai Supermall or the BinjaiUnits, (b) affect the effectiveness and/or validity of the novation or the saleand transfer of Binjai Supermall and Binjai Units (as applicable) from TMIto ACU free from any encumbrance in accordance with the BinjaiSupermall CSPA, and/or (c) affect the legal ownership of the BinjaiSupermall and the Binjai Units by ACU upon the Proposed Completion;entry into the Binjai Deed of Indemnity (as defined below);the novation of all contracts, including all tenancy agreements, insurancepolicies, management agreements, service contracts and intellectualproperty rights and any other documents that may reasonably be requiredby ACU, to ACU by way of execution of novation agreements, execution ofnew contracts or otherwise, in each case in a form acceptable to ACU havebeen executed and are effective and enforceable as of the date of theProposed Completion and the Purchaser is reasonably satisfied with theresult of such novation;1 It is intended that such approval be subject to Unitholders approving the Whitewash Resolution.18

(vi)the lease agreement made by and between ACU and MPP in connectionwith the lease of part of the Binjai Units from ACU to MPP and the leaseagreement made by and between ACU and PT Matahari Department StoreTbk in connection with the lease of part of the Binjai Units from ACU to PTMatahari Department Store Tbk has been duly executed and will beeffective and enforceable as of the Proposed Completion; and(vii) the passing at an extraordinary general meeting of Unitholders of aresolution to approve the Binjai Supermall Acquisition 1 .3.5. Deeds of Indemnity relation to the Proposed Properties3.5.1 Pejaten Village Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed ofindemnity pursuant to which Bridgewater will indemnify the Trustee againstcertain liabilities or damage suffered by the Trustee arising out of or inconnection with the Pejaten Village CSPAs, subject to certain terms andconditions (the “Pejaten Village Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Pejaten VillageCSPAs:(i)(ii)(iii)all and any losses which the Trustee may suffer in connection with abreach by the Pejaten Village Vendors of any of their warranties andrepresentations in the Pejaten Village CSPAs;all and any losses which the Trustee may suffer, including, but not limitedto, loss of rental, service charges, carpark and other income and claims forlosses from existing or potential tenants, which arises out of or inconnection with cases before any courts, tribunals and governmentalauthorities, agencies or bodies in the relevant jurisdictions, including theIndonesian Business Competition Supervisory Commission, whetherdirectly or indirectly; andall and any losses which the Trustee may suffer which arise out of or inconnection with a failure by the Pejaten Village Vendors to comply with anyof their joint and several obligations in the Pejaten Village CSPAs.Bridgewater is incorporated in Seychelles, and its main business activities areinvestment, trading and services. Its main investment assets are units in LMIRTrust and units in First REIT. It holds an interest of 591,023,888 units in LMIRTrust (valued at approximately S$280.7 million as at close of trading based onthe closing price of S$0.475 on the Latest Practicable Date) and an interest of123,750,000 units in First REIT (valued at approximately S$126.2 million basedon the closing price of S$1.020 on the Latest Practicable Date). As at 30September 2012, the net equity of Bridgewater is approximately US$159million, and its paid-up capital is US$5,000. As at 30 September 2012,Bridgewater has total assets of US$330 million. PT Lippo Karawaci Tbk (directlyand/or through its subsidiaries) wholly-owns Bridgewater. Therefore, thePejaten Village Vendors and Bridgewater are under common control by theSponsor.1 It is intended that such approval be subject to Unitholders approving the Whitewash Resolution.19

3.5.2 Binjai Supermall Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed ofindemnity pursuant to which Bridgewater will indemnify the Trustee againstcertain liabilities or damage suffered by the Trustee arising out of or inconnection with the Binjai Supermall CSPA, subject to certain terms andconditions (the “Binjai Supermall Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Binjai SupermallCSPA:(i)(ii)(iii)all and any losses which the Trustee may suffer in connection with abreach by the Binjai Supermall Vendor of any of its warranties andrepresentations in the Binjai Supermall CSPA;all and any losses which the Trustee may suffer, including, but not limitedto, loss of rental, service charges, carpark and other income and claims forlosses from existing or potential tenants, which arises out of or inconnection with cases before any courts, tribunals and governmentalauthorities, agencies or bodies in the relevant jurisdictions, including theIndonesian Business Competition Supervisory Commission, whetherdirectly or indirectly; andall and any losses which the Trustee may suffer which arises out of or inconnection with a failure by the Binjai Supermall Vendor to comply with anyof its joint and several obligations in the Binjai Supermall CSPA.3.6. Related tenancy agreements relating to the Proposed Properties3.6.1 Pejaten Village Related TenanciesUpon completion of the Pejaten Village Acquisition, LMIR Trust will, throughPPP, take over all of the tenancy agreements with respect to Pejaten Village,including various tenancy agreements entered into by certain associates andsubsidiaries of the Sponsor (the “Pejaten Village Related TenancyAgreements”). Based on the unaudited financial statement of PPP for the sixmonth period ended 30 June, 2012, the aggregate rental fees derived or to bederived from the Pejaten Village Related Tenancy Agreements is approximatelyRp.386.4 billion (S$49.1 million). The amount of space taken up and the valueof each of the Pejaten Village Related Tenancy Agreements are set out inAppendix F of the Circular. The percentage of NTA/NAV accounted for by thePejaten Village Related Tenancy Agreements is also set out in Appendix F ofthe Circular.3.6.2 Binjai Supermall Related TenanciesUpon completion of the Binjai Supermall Acquisition, LMIR Trust will, throughACU, take over all of the tenancy agreements with respect to Binjai Supermall,including various tenancy agreements entered into by certain associates andsubsidiaries of the Sponsor (the “Binjai Supermall Related TenancyAgreements”). Based on the unaudited financial statement of PPP for the sixmonth period ended 30 June 2012, the aggregate rental fees derived or to bederived from the Binjai Supermall Related Tenancy Agreements isapproximately Rp.151.6 billion (S$19.3 million). The amount of space taken upand the value of each of the Binjai Supermall Related Tenancy Agreements areset out in Appendix F of the Circular. The percentage of NTA/NAV accountedfor by the Binjai Supermall Related Tenancy Agreements is also set out inAppendix F of the Circular.20

Based on the Manager’s experience in relation to the existing portfolio of LMIRTrust, the Manager is of the view that the Pejaten Village Related TenancyAgreements and the Binjai Supermall Related Tenancy Agreements(collectively, the “Related Tenancy Agreements”) are made on normalcommercial terms and are not prejudicial to the interests of LMIR Trust andUnitholders.(See Appendix F “Related Tenancy Agreements” for further details.)3.7. Hak Guna Bangunan (“HGB”)/“Right to Build” Land TitlesLMIR Trust holds some of the September 2012 Portfolio via HGB titles. These are (i) MalLippo Cikarang, (ii) Plaza Madiun and (iii) Sun Plaza. Similarly, LMIR Trust will also holdthe Proposed Properties via HGB titles. Under Indonesian Agrarian Law, the highesttitle which can be obtained by a company incorporated or located in Indonesia is a‘Right to Build’ or HGB title. HGB titles can only be obtained by an Indonesian citizen,or by a legal entity which is incorporated under Indonesian law and located in Indonesiaincluding foreign capital investment (Penanaman Modal Asing, or“PMA”) companies. Aholder of HGB title has the right to erect, occupy and use buildings on that particularparcel of land, and also has the right to encumber and sell all or part of the parcel.The validity period for a HGB title is different from that of a “freehold” title. A “freehold”title has no limitation on the validity period. A HGB title is granted for a maximum initialterm of 30 years. By application to the relevant local land office upon or prior to theexpiration of this initial term, a HGB title may be extended for an additional term notexceeding 20 years. Following expiration of this additional term, a renewal applicationmay be made. The application should be made no later than two years prior to theexpiration of the additional term. The land office has discretion whether to grant thevarious extensions. If the term of HGB titles could not be extended, after the expirationdate of such HGB titles:(i)(ii)(iii)in the event that the HGB title is on state-owned land, such land will become stateowned land;in the event that the HGB title is on right to manage land, such land shall bereturned to the holder of the “right to manage” (hak pengelolaan) in accordancewith the agreement for the granting of HGB title entered into between the formerHGB holder and the holder of the right to manage; andin the event that the HGB title is on “right to own” (hak milik) land, such land shallbe returned to the holder of the right to own in accordance with the agreement forthe granting of HGB title entered into between the former HGB holder and theholder of the right to own.The costs for the extension of HGB title will be determined based on a certain formulasas stipulated by the National Land Office. The land office has discretion to approve orreject the application for the extension of HGB title. The National Land Office, however,tends to grant an extension of HGB titles when the land is still duly used in accordancewith the condition, nature and objective of the granting of such HGB title, all terms andconditions of the granting of such HGB title have been duly fulfilled by the title holder,the title holder is still eligible to hold an HGB title and there has been no change in thezoning policies of the government, abandonment or destruction of land, or revocation ofthe HGB title due to public interest considerations.21

3.8. Directors’ service contracts in relation to the Proposed AcquisitionsNo person is proposed to be appointed as a director of the Manager (“Director”) inrelation to the Proposed Acquisitions or any other transactions contemplated in relationto the Proposed Acquisitions.3.9. Major Transactions — Chapter 10 of the Listing Manual(i)Chapter 10 of the Listing Manual governs the acquisition or disposal of assets,including options to acquire or dispose of assets, by LMIR Trust. Such transactionsare classified into the following categories:(a)(b)(c)(d)non-discloseable transactions;discloseable transactions;major transactions; andvery substantial acquisitions or reverse takeovers.(ii)A proposed acquisition by LMIR Trust may fall into any of the categories set out insub-paragraph 3.9(i) above depending on the size of the relative figures computedon the following bases of comparison:(a)(b)the net profits attributable to the assets acquired, compared with LMIRTrust’s net profits; andthe aggregate value of the consideration given, compared with LMIR Trust’smarket capitalisation.Where any of the relative figures computed on the bases set out above is 20.0%or more, the transaction is classified as a “major transaction” under Rule 1014 ofthe Listing Manual which would be subject to the approval of Unitholders, unlesssuch transaction is in the ordinary course of LMIR Trust’s business.22

(iii)The relative figures for each of the Proposed Acquisitions using the applicablebases of comparison described in sub-paragraphs 3.9(ii)(a) and 3.9(ii)(b) are setout in the table below. While the relative figure in relation to each of the RecentAcquisitions computed on the basis set out in paragraph 3.9(ii)(b) above exceeds20.0%, each of the Recent Acquisitions is not a major transaction under Chapter10 of the Listing Manual as it is within LMIR Trust’s ordinary course of business.Therefore, Unitholders’ approval is not required for each of the RecentAcquisitions. However, for purposes of illustration to Unitholders, the relativefigures for the Proposed Acquisitions and the Recent Acquisitions using theapplicable bases of comparison described in sub-paragraphs 3.9(ii)(a) and3.10(ii)(b) are set out in the table below.Comparison of: The Properties LMIR TrustNet PropertyIncome (1)(2)(3)Purchase/AggregateConsideration againstLMIR Trust’s marketcapitalisationNotes:Pejaten Village:Rp.40.8 billion(S$5.9 million)Binjai Supermall:Rp.7.8 billion(S$1.1 million)Pejaten Village:Rp.748.0 billion(S$95.1 million) (4)Binjai Supermall:Rp.237.5 billion(S$30.2 million)Rp.638.5 billion(S$92.0 million)RelativeFigure6.4%1.2%LMIR Trust’s9.2%marketcapitalisation:S$1,037.3million (5)(6)2.9%(1) In the case of a real estate investment trust, the net property income is a close proxy to the netprofits attributable to its assets.(2) Based on the FY2011 Audited Consolidated Financial Statements and the unaudited financialstatements of the target companies for FY2011.(3) Based on FY2011 average rupiah exchange rate of S$1.00 to Rp.6,939.1.(4) Based on the Illustrative Rupiah Exchange Rate of S$1.00 to Rp.7,865.2.(5) Based on the closing price of S$0.475 per Unit on the SGX-ST on the Latest Practicable Date.(6) Based on Units in issue as at the Latest Practicable Date.4. REQUIREMENT FOR UNITHOLDERS’ APPROVAL FOR THE PROPOSED ACQUISITIONS4.1. Interested Person Transaction and Interested Party Transaction in connectionwith the Proposed AcquisitionsUnder Chapter 9 of the Listing Manual, where LMIR Trust proposes to enter into atransaction with an Interested Person and the value of the transaction (either in itself orwhen aggregated with the value of other transactions, each of a value equal to orgreater than S$100,000 with the same Interested Person during the same financialyear) is equal to or exceeds 5.0% of LMIR Trust’s latest unaudited NTA, Unitholders’approval is required in respect of the transaction.23

Based on LMIR Trust’s consolidated financial statements for the nine-month periodended 30 September 2012, the NTA of LMIR Trust was S$1,153.8 million as at30 September 2012. Accordingly, if the value of a transaction which is proposed to beentered into in the current financial year by LMIR Trust with an Interested Person is,either in itself or in aggregation with all other earlier transactions (each of a value equalto or greater than S$100,000) entered into with the same Interested Person during thecurrent financial year, equal to or is in excess of S$57.7 million, such a transactionwould be subject to Unitholders’ approval. Given the Pejaten Village PurchaseConsideration and the Binjai Supermall Aggregate Consideration of Rp.748.0 billion (orS$95.1 million) and Rp.237.5 billion (or S$30.2 million) which is 8.2% and 2.6% of theNTA of LMIR Trust as at 30 September 2012, respectively 1 , the value of each of thePejaten Village Acquisition and the Binjai Supermall Acquisition will in aggregateexceed the said threshold 2 .Paragraph 5 of the Property Funds Appendix also imposes a requirement forUnitholders’ approval for an Interested Party Transaction by LMIR Trust which valueexceeds 5.0% of LMIR Trust’s latest audited NAV. Based on LMIR Trust’s consolidatedfinancial statements for the six-month period ended 30 September 2012, the NAV ofLMIR Trust was S$1,153.8 million as at 30 September 2012. Accordingly, if the value ofa transaction which is proposed to be entered into by LMIR Trust with an InterestedParty 3 is equal to or greater than S$57.7 million, such a transaction would be subjectto Unitholders’ approval. Given the Pejaten Village Purchase Consideration of Rp.748.0billion (or S$95.1 million), the value of the Pejaten Village Acquisition exceeds the saidthreshold.As at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units(comprising 2.88% of the total number of issued Units). The Manager is wholly-ownedby Peninsula, a wholly-owned subsidiary of Jesselton which is in turn a wholly-ownedsubsidiary of the Sponsor. The Sponsor, directly and/or through its subsidiaries andassociates and through its interest in the Manager, has (i) deemed interests ofapproximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is thereforeregarded as a “controlling unitholder” of LMIR Trust, and “controlling shareholder” of theManager, under both the Listing Manual and (where applicable) the Property FundsAppendix. The Pejaten Village Vendors are indirect wholly-owned subsidiaries of theSponsor. For the purposes of Chapter 9 of the Listing Manual, each of the PejatenVillage Vendors is an Interested Person of LMIR Trust, and for the purposes ofparagraph 5 of the Property Funds Appendix relating to Interested Party Transactions,each of the Pejaten Village Vendors is an Interested Party of LMIR Trust. Similarly, TMIis an indirect wholly-owned subsidiary of the Sponsor. MPP and the Sponsor are undercommon control by PT Multipolar Corporation Tbk. For the purposes of Chapter 9 of theListing Manual, each of TMI and MPP is an Interested Person of LMIR Trust, and for thepurposes of paragraph 5 of the Property Funds Appendix relating to Interested PartyTransactions, each of TMI and MPP is an Interested Party of LMIR Trust.1 Based on LMIR Trust’s consolidated financial statements for the nine-month period ended 30 September 2012.2 Based on LMIR Trust’s audited consolidated financial statements for the financial year ended 31 December 2011,(“FY 2011” and the audited consolidated financial statements for FY2011, the “FY2011 Audited ConsolidatedFinancial Statements”), the NTA/NAV of LMIR Trust was S$1,299.9 million as at 31 December 2011. Given thePejaten Village Purchase Consideration of Rp.748.0 billion (or S$95.1 million) which is 7.3% of the NTA/NAV ofLMIR Trust as at 31 December 2011, the value of the Pejaten Village Acquisition will in aggregate also exceed thesaid thresholds based on the FY2011 Audited Consolidated Financial Statements. The relevant threshold for PejatenVillage is 7.3% and the relevant threshold for Binjai Supermall is 2.3%.3 “Interested Party” means:(i)(ii)a director, chief executive officer or controlling shareholder of the Manager, the Trustee or controllingunitholder of LMIR Trust; oran associate of any director, chief executive officer or controlling shareholder of the Manager, or an associateof the Manager, the Trustee or any controlling unitholder of LMIR Trust.24

Therefore, each of the Pejaten Village Acquisition and the Binjai Supermall Acquisitionwill constitute an Interested Person Transaction under Chapter 9 of the Listing Manual.The Pejaten Village Acquisition and the Binjai Supermall Acquisition will also constitutean Interested Party Transaction under paragraph 5 of the Property Funds Appendix. Thevalue of the Pejaten Village Acquisition is equal to 8.2% of LMIR Trust’s NTA/NAV ofS$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders isrequired for the Pejaten Village Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix. Although approval of Unitholders is notrequired for the Binjai Supermall Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix, the Manager wishes to seek Unitholders’approval for the Binjai Supermall Acquisition for (i) good corporate governance and (ii)due to the fact that Unitholders’ approval is also being sought for the Pejaten VillageAcquisition. Accordingly, the approval of Unitholders is sought for each of the PejatenVillage Acquisition and the Binjai Supermall Acquisition.4.2. Existing Interested Person TransactionsPrior to the Latest Practicable Date, LMIR Trust had entered into several interestedperson transactions with associates of the Sponsor during the course of the currentfinancial year (the “Existing Interested Person Transactions”). The aggregate valueof the Existing Interested Person Transactions amounts to Rp.223.7 million(approximately S$28,400), which comprises 0.0025% of the unaudited net tangibleassets of LMIR Trust as at 30 September 2012.Details of the Existing Interested Person Transactions may be found in Appendix E ofthis Circular.4.3. Fees payable to the Manager for the Proposed AcquisitionUpon the final completion of the Proposed Acquisitions, the Manager will be entitledunder the Trust Deed to receive the Pejaten Village Acquisition Fee and the BinjaiSupermall Acquisition Fee of Rp.7.5 billion (or S$1.0 million) and Rp.2.4 billion (orS$0.3 million), which is equal to 1.0% of the Pejaten Village Purchase Considerationand the Binjai Supermall Aggregate Consideration, respectively.The Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee shall bepayable to the Manager in Units to be issued at an issue price based on the volumeweighted average price (“VWAP”) for a Unit for all trades on the SGX-ST for the periodof 10 business days immediately preceding the Proposed Completion (the “10-dayVWAP”). Purely for illustrative purposes only and based on the VWAP for a Unit for alltrades on the SGX-ST for the period of 10 business days immediately preceding19 November 2012, the Pejaten Village Acquisition Fee and the Binjai SupermallAcquisition Fee payable to the Manager in Units would be issued at an issue price ofS$0.4795 per Unit and 2,613,117 Units will be issued to the Manager. It should,however, be noted that the exact number of Units to be issued to the Manager will beannounced later. In accordance with paragraph 5.6 of the Property Funds Appendixwhich applies to Interested Party Transactions, the Units to be issued as payment of thePejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee are not to besold within one year from their date of issuance.After the Proposed Completion of the Proposed Acquisitions, the Manager will also beentitled under the Trust Deed to receive from LMIR Trust, as in the case of any of theexisting and future properties, management fees attributable to the ProposedProperties comprising a base fee of 0.25% per annum of the value of the ProposedProperties and a performance fee of 4.0% per annum of the Net Property Income of theProposed Properties. The Manager will be entitled to the management fees attributableto Proposed Properties in the future for so long as each of Pejaten Village and BinjaiSupermall continues to form part of the investment portfolio of LMIR Trust, respectively.25

4.4. Approval by UnitholdersIn approving the Proposed Acquisitions, Unitholders are deemed to have approved alldocuments which are required to be executed by the parties in order to give effect to theProposed Acquisitions including the Related Tenancy Agreements in relation to theProposed Properties. These agreements are therefore not subject to Rules 905 and 906of the Listing Manual (which require LMIR Trust to make an announcement or obtain theapproval of Unitholders depending on the materiality of the Interested PersonTransactions) insofar as there are no subsequent changes to the rental, rates and/orbasis of the fees charged thereunder which will adversely affect LMIR Trust. Futurerenewal or extension of these agreements will be subject to Rules 905 and 906 of theListing Manual.Details of the Related Tenancy Agreements are set out in Appendix F of the Circular.The Manager believes that the terms of the Related Tenancy Agreements are on normalcommercial terms.The Manager is of the view that the Proposed Acquisitions are in the ordinary course ofLMIR Trust’s business and are therefore not subject to Chapter 10 of the Listing Manual.4.5. Advice of the Independent Financial AdviserThe Manager and the Trustee have appointed KPMG Corporate Finance Pte Ltd (the“IFA”) to advise the independent Directors of the Manager comprising Mr AlbertSaychuan Cheok, Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock (the “IndependentDirectors”) and the Trustee in the transaction as to whether the Proposed Acquisitionsare (a) on normal commercial terms and (b) prejudicial to the interests of LMIR Trustand the Unitholders.Having considered the factors and made the assumptions set out in its letter, andsubject to the qualifications set out therein, the IFA is of the opinion that:4.5.1. in accordance with Chapter 9 of the Listing Manual, the Pejaten VillageAcquisition is on normal commercial terms and not prejudicial to LMIR Trust andthe Unitholders;4.5.2. in accordance with Chapter 9 of the Listing Manual, the Binjai SupermallAcquisition is on normal commercial terms and not prejudicial to LMIR Trust andthe Unitholders;4.5.3. in accordance with Paragraph 5 of the Property Funds Appendix, the PejatenVillage Acquisition is on normal commercial terms and is not prejudicial to theUnitholders; and4.5.4. in accordance with Paragraph 5 of the Property Funds Appendix, the BinjaiSupermall Acquisition is on normal commercial terms and is not prejudicial tothe Unitholders.A copy of the letter from the IFA to the Independent Directors and the Trustee (the “IFALetter”), containing its advice in full, is set out in Appendix A of this Circular.26

4.6. Interests of Directors and Substantial Unitholders 14.6.1 Interests of Directors of the ManagerDetails of the unitholdings of the Directors are as follows:UnitholderDirectInterestDeemedInterestTotalInterest%Interest (1)Mr Albert Saychuan Cheok. . . 400,000 — 400,000 0.018Ms Viven Gouw Sitiabudi . . . . — — — —Mr Douglas Chew . . . . . . . . . — — — —Mr Bunjamin J. Mailool . . . . . — — — —Mr Lee Soo Hoon, Phillip . . . . — — — —Mr Goh Tiam Lock. . . . . . . . . — — — —Note:(1) The percentage interest is based on total issued Units of 2,183,818,115 as at the LatestPracticable Date.Save as disclosed above and based on information available to the Manager,none of the Directors has an interest, direct or indirect, in the ProposedAcquisitions.4.6.2 Interests of Substantial UnitholdersThe details of the unitholdings of the Substantial Unitholders who are interestedin the Proposed Acquisitions are as follows:UnitholderDirectInterestDeemedInterestTotalInterest%Interest (1)Bridgewater . . . . . . . . 591,023,888 — 591,023,888 27.06PT. Sentra Dwimandiri(“PTSD”) (2) . . . . . . . . . — 591,023,888 591,023,888 27.06PT. Lippo KarawaciTbk (3) . . . . . . . . . . . . — 654,014,003 654,014,003 29.95Notes:(1) The percentage interest is based on total issued Units of 2,183,818,115 as at the LatestPracticable Date.(2) PTSD directly and/or through its subsidiaries wholly-owns Bridgewater and is deemed to beinterested in the Units held by Bridgewater.(3) PT Lippo Karawaci Tbk directly and/or through its subsidiaries wholly-owns Bridgewater andis deemed to be interested in the Units held by Bridgewater. PT Lippo Karawaci Tbk alsodirectly and/or through its subsidiaries wholly-owns the Manager and is deemed to beinterested in the 62,990,115 Units (representing 2.88% of the total number of issued Units)held by the Manager.1 “Substantial Unitholders” refers to Unitholders with an interest in more than 5.0% of all Units in issue.27

The Sponsor, directly and/or through its subsidiaries and through its interest inthe Manager, has (i) deemed interests of approximately 29.95% in LMIR Trustand (ii) wholly-owns the Manager, and is therefore regarded as a “controllingunitholder” of LMIR Trust, and “controlling shareholder” of the Manager underboth the Listing Manual and (where applicable) the Property Funds Appendix.The Pejaten Village Vendors and TMI are indirect wholly owned subsidiaries ofthe Sponsor. MPP and the Sponsor are under common control by PT MultipolarCorporation Tbk.Based on information available to the Manager in the Register of Unitholders,the other Substantial Unitholder is APG Algemene Pensioen Groep N.V.(9.89%).5. PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS AND THERECENT ACQUISITIONSThe pro forma financial effects of the Proposed Acquisitions and the Recent Acquisitionspresented below are strictly for illustrative purposes only and were prepared based on:(i)the FY2011 Audited Consolidated Financial Statements and the unaudited financialstatements of the target companies for FY2011;(ii) the unaudited consolidated financial statements of LMIR Trust and the targetcompanies for the six months ended 30 June 2012 (the “6M 2012 Unaudited FinancialStatements”); andand assuming 1 :(a)(b)(c)(d)the cash portion of S$129.0 million of the Total Acquisition Cost will be paid in full incash;the cash component is funded by the proceeds from the Notes at an assumed weightedaverage interest rate of 5.079% per annum 2 ;a rental guarantee in respect of KJI amounting to Rp.10.75 billion (S$1.4 million) perquarter will be provided by the KJI vendor (please see paragraph 2.4.2 of Appendix Bfor further information on the rental guarantee in respect of KJI); andin relation to the pro forma financial effects of the Recent Acquisitions and the ProposedAcquisitions on the Distributable Income for LMIR Trust, that:(I)(II)LMIR Trust had purchased the relevant properties and had incurred expendituresfor the acquisition of these properties on 1 January 2011 and 1 January 2012 forFY2011 and 6M2012 respectively; andsuch expenditures are based on the purchase consideration for 100% of therevenue generating spaces within the malls that are to be acquired including theBinjai Units (as defined herein) which were occupied by MPP and will only beincome generating at the completion of the Binjai Supermall Acquisition.1 The actual split in the use of proceeds may be adjusted to take into account the adjustment for the consolidated netassets or net liabilities of PPP in the case of the Pejaten Village Acquisition.2 This does not take into account the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017pursuant to the EMTN Programme.28

The reduction in the absolute amount of total distributable income in the pro formafinancial statements is mainly due to the fact that:(A)(B)(C)(D)(E)Palembang Square is undergoing an asset enhancement initiative which isexpected to be completed in early 2013;KJI had undergone an asset enhancement initiative with a substantial part of theworks only having been completed in 3Q2012;the two anchor tenants of Pejaten Village, namely Matahari Department Store andHypermart, have had an upward rental adjustment in 2012 that has not beenincluded in the calculations of the pro forma financial effects for Pejaten Village forFY2011;two key tenants of Binjai Supermall, namely Matahari Department Store andHypermart, will be leasing 12,630.16 sq m of space in Binjai Supermall but suchlease will only be entered into after the Binjai Supermall Acquisition has takenplace, and such lease has not been taken into account in the determination of thepro forma financial effects for Binjai Supermall for FY2011; andthe Binjai Supermall Purchase Consideration is payable based on the expansionand renovation program (which is expected to increase the net lettable area bymore than 25% by March 2013).5.1. Financial year ended 31 December 2011Pro Forma DPU and distribution yieldThe pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitionsand the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the BinjaiSupermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitionson the DPU and distribution yield for LMIR Trust for FY2011, as if LMIR Trust hadpurchased the relevant properties on 1 January 2011, and held and operated therelevant properties through to 31 December 2011, respectively, are as follows:December 2011Portfolio withDecember 2011 RecentPortfolio (1) AcquisitionsDecember 2011Portfolio withRecentAcquisitionsand PejatenVillageDecember 2011Portfolio withRecentAcquisitionsand BinjaiSupermallDecember 2011Portfolio withRecentAcquisitionsand ProposedAcquisitionsDistributableincome (S$‘000) (2) . 47,446 46,508 45,186 45,151 43,829Units in issue andto be (issued). . . . 2,174,682,008 2,175,947,722 (3) 2,176,619,151 (3) 2,176,076,294 (3) 2,176,747,722 (3)DPU (cents) (4) . . . 2.18 2.14 2.08 2.07 2.01Distribution yield (5) . 6.23% 6.11% 5.93% 5.93% 5.75%Notes:(1) Based on the FY2011 Audited Consolidated Financial Statements.(2) Distributable income includes Unitholders’ distribution from operations and return of capital.(3) The number of Units is arrived at after taking into account the new Units to be issued in payment of theperformance fee as a result of additional Net Property Income after the relevant acquisitions.(4) The DPU is derived at by taking into account the distributable income for FY2011, divided by the totalnumber of Units in issue and to be issued as at 31 December 2011.(5) The distribution yield is derived at by taking into account the DPU for FY2011, divided by the closingprice as at 31 December 2011 of S$0.35.29

Pro forma NAV per UnitThe pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitionsand the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the BinjaiSupermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitionson the NAV per Unit as at 31 December 2011, as if LMIR Trust had purchased therelevant properties on 31 December 2011, respectively, are as follows:December 2011Portfolio withDecember 2011 RecentPortfolio (1) AcquisitionsDecember 2011Portfolio withRecentAcquisitionsand PejatenVillageDecember 2011Portfolio withRecentAcquisitionsand BinjaiSupermallDecember 2011Portfolio withRecentAcquisitionsand ProposedAcquisitionsNAV (S$’000) . . . . 1,299,869 1,299,869 1,299,869 1,299,869 1,299,869Units in issue andto be issued . . . . 2,174,682,008 2,174,682,008 2,174,682,008 2,174,682,008 2,174,682,008NAV per Unit(cents) . . . . . . . 59.77 59.77 59.77 59.77 59.77Note:(1) Based on the FY2011 Audited Consolidated Financial Statements.Pro forma capitalisationThe following table sets forth the pro forma capitalisation of LMIR Trust as at 31December 2011, as if LMIR Trust had purchased (i) the Recent Properties, (ii) theRecent Properties and Pejaten Village, (iii) the Recent Properties and Binjai Supermall,and (iv) the Recent Properties and the Proposed Properties on 31 December 2011.As at 31 December 2011December 2011Portfolio withDecember 2011 RecentPortfolio (1) AcquisitionsDecember 2011Portfolio withRecentAcquisitionsand PejatenVillageDecember 2011Portfolio withRecentAcquisitionsand BinjaiSupermallDecember 2011Portfolio withRecentAcquisitionsand ProposedAcquisitions(S$’000) (S$’000) (S$’000) (S$’000) (S$’000)Short-term debt:Unsecured . . . . . . . . . . — — — — —Secured. . . . . . . . . . . . — — — — —Total short-term debt . . — — — — —Long-term debt: . . . . . . .Unsecured . . . . . . . . . . — 177,000 287,000 215,000 325,000Secured . . . . . . . . . . . . 147,500 147,500 147,500 147,500 147,500Total long-term debt . . . 147,500 324,500 434,500 362,500 472,500Total debt . . . . . . . . 147,500 324,500 434,500 362,500 472,500Unitholders funds. . . . . . . 1,299,869 1,299,869 1,299,869 1,299,869 1,299,869Total Capitalisation . . . . . 1,447,369 1,624,369 1,734,369 1,662,369 1,772,369Note:(1) Based on the FY2011 Audited Consolidated Financial Statements.30

5.2. Six months ended 30 June 2012Pro Forma DPU and distribution yieldThe pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitionsand the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the BinjaiSupermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitionson the DPU and distribution yield for LMIR Trust for the 6 months ended 30 June 2012(“6M2012”), as if LMIR Trust had purchased the relevant properties on 1 January 2012,and held and operated the relevant properties through to 30 June 2012, respectively,are as follows:June 2012Portfolio withJune 2012RecentPortfolio (1) AcquisitionsJune 2012Portfolio withRecentAcquisitionsand PejatenVillageJune 2012Portfolio withRecentAcquisitionsand BinjaiSupermallJune 2012Portfolio withRecentAcquisitionsand ProposedAcquisitionsDistributableincome (S$‘000) (2) . 32,130 30,857 31,297 30,131 30,571Units in issue andto be (issued). . . . 2,180,663,153 2,181,276,311 (3) 2,181,747,364 (3) 2,181,334,206 (3) 2,181,805,258 (3)DPU (cents) (4) . . . 1.47 1.41 1.43 1.38 1.40Distribution yield (5) . 7.75% 7.45% 7.55% 7.27% 7.37%Notes:(1) Based on the 6M2012 Unaudited Financial Statements.(2) Distributable income includes Unitholders’ distribution from operations and return of capital.(3) The number of Units is arrived at after taking into account the new Units to be issued in payment of theperformance fee as a result of additional Net Property Income after the relevant acquisitions.(4) The DPU is derived at by taking into account the distributable income for 6M2012, divided by the totalnumber of Units in issue and to be issued as at 30 June 2012.(5) The distribution yield is derived at by taking into account the annualised DPU for 6M2012, divided bythe closing price as at 30 June 2012 of S$0.38.Pro forma NAV per UnitThe pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitionsand the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the BinjaiSupermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitionson the NAV per Unit as at 30 June 2012, as if LMIR Trust had purchased the relevantproperties on 30 June 2012, respectively, are as follows:June 2012Portfolio withJune 2012RecentPortfolio (1) AcquisitionsJune 2012Portfolio withRecentAcquisitionsand PejatenVillageJune 2012Portfolio withRecentAcquisitionsand BinjaiSupermallJune 2012Portfolio withRecentAcquisitionsand ProposedAcquisitionsNAV (S$ ‘000) . . . . . 1,215,527 1,215,527 1,215,527 1,215,527 1,215,527Units in issue and tobe issued. . . . . . . . 2,180,663,153 2,180,663,153 2,180,663,153 2,180,663,153 2,180,663,153NAV per Unit (cents) . 55.74 55.74 55.74 55.74 55.74Note:(1) Based on the 6M2012 Unaudited Financial Statements.31

Pro forma capitalisationThe following table sets forth the pro forma capitalisation of LMIR Trust as at 30 June2012, as if LMIR Trust had purchased (i) the Recent Properties, (ii) the RecentProperties and Pejaten Village, (iii) the Recent Properties and Binjai Supermall, and(iv) the Recent Properties and the Proposed Properties on 30 June 2012.As at 30 June 2012June 2012Portfolio withJune 2012 RecentPortfolio (1) AcquisitionsJune 2012Portfolio withRecentAcquisitionsand PejatenVillageJune 2012Portfolio withRecentAcquisitionsand BinjaiSupermallJune 2012Portfolio withRecentAcquisitionsand ProposedAcquisitions(S$’000) (S$’000) (S$’000) (S$’000) (S$’000)Short-term debt:Unsecured . . . . . . . . . . — — — — —Secured. . . . . . . . . . . . — — — — —Total short-term debt . . — — — — —Long-term debt:Unsecured . . . . . . . . . . — 194,000 296,000 231,000 333,000Secured . . . . . . . . . . . . 147,500 147,500 147,500 147,500 147,500Total long-term debt . . . 147,500 341,500 443,500 378,500 480,500Total debt . . . . . . . . 147,500 341,500 443,500 378,500 480,500Unitholders funds. . . . . . . 1,215,527 1,215,527 1,215,527 1,215,527 1,215,527Total Capitalisation . . . . . 1,363,027 1,557,027 1,659,027 1,594,027 1,696,027Note:(1) Based on the 6M2012 Unaudited Financial Statements.6. THE WHITEWASH RESOLUTION6.1. Rule 14 of the CodeThe Manager proposes to seek approval from Independent Unitholders for a waiver oftheir right to receive a Mandatory Offer from the Sponsor and parties acting in concertwith it for the remaining issued Units not owned or controlled by the Sponsor and partiesacting in concert with it pursuant to Rule 14 of the Code, in the event that the Manageracquires a sufficient number of Units through the receipt of the Acquisition Fee Units bythe Manager in its own capacity.Upon the occurrence of the events set out in the preceding paragraph above, theManager may possibly end up acquiring additional Units which exceeds the thresholdpursuant to Rule 14.1(a) of the Code. Rule 14.1(a) of the Code states that the Sponsorand parties acting in concert with it would be required to make a Mandatory Offer if theSponsor and parties acting in concert with it, acquire additional Units which increasetheir aggregate unitholding in LMIR Trust to 30.0% or more.Unless waived by the SIC, pursuant to Rule 14.1(a) of the Code, the Sponsor andparties acting in concert with it would then be required to make a Mandatory Offer. TheSIC has granted this waiver subject to, inter alia, the Whitewash Resolution beingapproved by Independent Unitholders at an EGM.To the best of the knowledge of the Manager and the Sponsor, the Sponsor and partiesacting in concert with it hold, in aggregate, 654,414,003 Units representing 29.97% ofthe voting rights of LMIR Trust as at the Latest Practicable Date.32

The maximum possible increase in the unitholdings of the Manager would occur in thescenario where the Manager elects to receive its full entitlement to the acquisition feesin relation to the Pluit Village Acquisition and the Proposed Acquisitions in Units, withoutbreaching the “public” float requirement set out in Rule 723 of the Listing Manual, beingan aggregate of 8,620,760 Units, the aggregated unitholding of the Sponsor and partiesacting in concert with it immediately after the issue of the Pluit Village Acquisition FeeUnits 1 , the Pejaten Village Acquisition Fee Units and the Binjai Supermall AcquisitionFee Units to the Manager will be 30.23%.The following table sets out the respective unitholdings of the Sponsor and partiesacting in concert with it if the Manager receives the Acquisition Fee Units.Unitholdings of the Sponsor and parties acting in concert with itBefore theissue of theAcquisition FeeUnits (1)Immediatelyafter theissue of theAcquisition FeeUnitsIssued Units 2,183,818,115 2,191,938,875Number of Units held by the Sponsor andparties acting in concert with itNumber of Units held by Unitholders,other than the Sponsor and parties actingin concert with it% of issued Units held by the Sponsorand parties acting in concert with it% of Issued Units held by Unitholders,other than the Sponsor and parties actingin concert with itNote:654,414,003 662,534,7631,529,404,112 1,529,404,11229.97% 30.23%70.03% 69.77%(1) The number of Acquisition Fee Units is calculated based on the assumption that (i) the Pejaten VillageAcquisition Fee and the Binjai Supermall Acquisition Fee payable to the Manager in Units would beissued at an issue price of S$0.4795 per Unit and (ii) the Pluit Village Acquisition Fee payable to theManager in Units would be issued at an issue price of S$0.425 per Unit. Please see paragraph 4.3 forfurther details.Under paragraph 2(d)(ii) of Appendix 1 of the Code (Whitewash Guidance Note), awaiver in relation to Rule 14 of the Code will only be granted subject to certainconditions, including the condition that the Sponsor and parties acting in concert with itdid not acquire or are not to acquire any Units or instruments convertible into andoptions in respect of Units (other than subscriptions for, rights to subscribe for,instruments convertible into or options in respect of new Units which have beendisclosed in this Circular) in the six months prior to the announcement of the WhitewashResolution. In this respect, the acquisitions of Units by the Sponsor and parties actingin concert with it (as defined in the Code) (including the Manager) in the past six monthspreceding the date of this Letter are set out below:(i)on 27 February 2012, the Manager was issued 2,902,315 new Units as paymentof the performance fee component of the management fee that the Manager is1As disclosed in the circular to Unitholders dated 3 October 2011, while Clause 15.2.1(i) of the Trust Deed allows theManager to receive the Pluit Village Acquisition Fee Units at an issue price of S$0.31 per Unit, the Manager haselected to receive the Pluit Village Acquisition Fee Units at the issue price of S$0.425 per Unit instead. As the PluitVillage Acquisition Fee Units were not issued to the Manager within three months of the extraordinary generalmeeting held on 20 October 2011, the approval granted by the Independent Unitholders on 20 October 2011 wouldhave to be refreshed in order for the Manager to receive the Pluit Village Acquisition Fee Units.33

entitled to for the three-month period ended 31 December 2011 (the “2011 Q4Management Fee Payment”) under the Trust Deed. After the 2011 Q4Management Fee Payment, the Manager held 56,756,323 Units;(ii)(iii)on 16 May 2012, the Manager was issued 3,078,830 new Units as payment of theperformance fee component of the management fee that the Manager is entitled tofor the three-month period ended 31 March 2012 (the “2012 Q1 Management FeePayment”) under the Trust Deed. After the 2012 Q1 Management Fee Payment,the Manager held 59,835,153 Units; andon 15 August 2012, the Manager was issued 3,154,962 new Units as payment ofthe performance fee component of the management fee that the Manager isentitled to for the three-month period ended 30 June 2012 (the “2012 Q2Management Fee Payment”) under the Trust Deed. After the 2012 Q2Management Fee Payment, the Manager held 62,990,115 Units, and the Sponsorand parties acting in concert with it held 654,014,003 Units.Save for the above, the Sponsor and parties acting in concert with it have not acquiredUnits in the past six months preceding the date of this Circular. Further to the above, theManager intends to elect to receive the performance fee component of the managementfee that the Manager is entitled to for the three-month period ended 30 September 2012(the “2012 Q3 Management Fee Payment”) under the Trust Deed, in Units, byend-December 2012.6.2. Application for waiver from Rule 14 of the CodeOn 20 October 2011, the Independent Unitholders had approved a waiver of their rightto receive a mandatory offer from the Sponsor and parties acting in concert with theSponsor, in the event that they incurred an obligation to make a Mandatory Offerpursuant to Rule 14 of the Code as a result of, amongst others, the receipt of the PluitVillage Acquisition Fee Units by the Manager in its own capacity. Pluit Village acquiredon 6 December 2011 and the payment for the final adjustment in relation to the PluitVillage Acquisition was made in May 2012.An application was made to the SIC on 23 October 2012 for the waiver of the obligationof the Sponsor and parties acting in concert with it to make a Mandatory Offer underRule 14 of the Code should the obligation to do so arise as a result of the Managerreceiving the Acquisition Fee Units. The SIC granted the waiver on 9 November 2012,subject to, inter alia, the satisfaction of the following conditions:(i)(ii)(iii)(iv)a majority of Unitholders present and voting at a general meeting, held before theissue of the Acquisition Fee Units to the Manager, approve by way of a poll, theWhitewash Resolution to waive their rights to receive a general offer from theSponsor and parties acting in concert with it;the Whitewash Resolution is separate from other resolutions;the Sponsor, parties acting in concert with it and parties not independent of themabstain from voting on the Whitewash Resolution;the Sponsor and parties acting in concert with it did not acquire or are not toacquire any Units or instruments convertible into and options in respect of Units(other than subscriptions for, rights to subscribe for, instruments convertible into oroptions in respect of new Units which have been disclosed in this Circular):(a)(b)during the period between the announcement of the Pluit Village Acquisitionand the Proposed Acquisitions (together, the “Relevant Acquisitions”) andthe date Unitholders’ approval is obtained for the Whitewash Resolution; andin the six months prior to the announcement of the Relevant Acquisitions, butsubsequent to negotiations, discussions or the reaching of understandings oragreements with the Manager in relation to the Relevant Acquisitions;34

(v)(vi)LMIR Trust appoints an independent financial adviser to advise the IndependentUnitholders on the Whitewash Resolution;LMIR Trust sets out clearly in this Circular:(a)(b)(c)(d)(e)details of the Relevant Acquisitions;the dilution effect to existing Unitholders of voting rights in LMIR Trust of theacquisition of the Acquisition Fee Units by the Manager;the number and percentage of Units as well as the number of instrumentsconvertible into, rights to subscribe for and options in respect of Units held bythe Sponsor and parties acting in concert with it as at the Latest PracticableDate;the number and percentage of Units to be issued to the Manager as a resultof the Relevant Acquisitions; andthat Unitholders, by voting for the Whitewash Resolution, are waiving theirrights to a general offer from the Sponsor and parties acting in concert withit at the highest price paid by the Sponsor and parties acting in concert withit in the past six months preceding the commencement of the offer;(vii) this Circular states that the waiver granted by SIC to the Sponsor and partiesacting in concert with it from the requirement to make a general offer under Rule14 of the Code is subject to the conditions set out in sub-paragraphs 6.2(i) to6.2(vi) above;(viii) the Sponsor and parties acting in concert with it obtains SIC’s approval in advancefor the paragraphs of this Circular that refer to the Whitewash Resolution; and(ix)to rely on the Whitewash Resolution, the acquisitions of the Acquisition Fee Unitsmust be completed within three months of the date of approval of the WhitewashResolution.Independent Unitholders should note that by voting for the Whitewash Resolution, theyare waiving their rights to receive a Mandatory Offer from the Sponsor and partiesacting in concert with it at the highest price paid or agreed to be paid by the Sponsorand parties acting in concert with it for Units in the six months preceding the receipt ofthe Acquisition Fee Units by the Manager in its own capacity.Independent Unitholders should further note that in the event that the Manager electsto receive the Acquisition Fee Units, without breaching the “public” float requirement setout in Rule 723 of the Listing Manual, being an aggregate of 8,120,760 Units, theaggregated unitholding of the Sponsor and parties acting in concert with it immediatelyafter the issue of the Acquisition Fee Units to the Manager will be 30.23%.By voting in favour of the Whitewash Resolution, Independent Unitholders could also beforgoing the opportunity to receive a general offer from another person who may bediscouraged from making a general offer in view of the potential dilutive effect resultingfrom the receipt of the Acquisition Fee Units by the Manager in its own capacity.6.3. Rationale for the Whitewash ResolutionThe Whitewash Resolution is to enable the Manager to receive the Acquisition FeeUnits in its own capacity, and the rationale for allowing the Manager to do so is set outas follows.Pursuant to Clause 15.2.1 of the Trust Deed, the Acquisition Fees are payable to theManager in the form of cash and/or Units (as the Manager may elect). However, theManager is required under paragraph 5.6 of the Property Funds Appendix to receive theAcquisition Fee in Units. Accordingly, without the Whitewash Resolution, and in view ofRule 14.1(a) of the Code, the Manager will not be able to receive the Acquisition Fees35

that it is entitled to as it will neither be able to receive the Acquisition Fees in cash norin Units. In that case, this may disincentivise the Manager from actively sourcing for andpursuing acquisition opportunities from Interested Parties, even if such acquisitionsmay be beneficial to Unitholders.The Manager is also of the view that allowing it to receive the Acquisition Fees in Unitswill demonstrate the long-term commitment of the Manager and of the Sponsor to LMIRTrust. It will also further align the interests of the Manager with Unitholders,incentivising the Manager to raise the performance of LMIR Trust to the benefit ofUnitholders.The Manager also wishes to note that pursuant to paragraph 5.6 of the Property FundsAppendix, the Acquisition Fee Units cannot be sold within one year from the date of theirissuance and so there is sufficient safeguard in place to prevent the Manager fromimmediately selling down the Acquisition Fee Units.6.4. Advice of the Independent Financial AdviserThe Manager has appointed KPMG Corporate Finance Pte Ltd as the independentfinancial adviser to advise the Independent Directors and the Trustee in relation to theWhitewash Resolution. A copy of the IFA Letter is set out in Appendix A of this Circularand Unitholders are advised to read the IFA Letter carefully.Having considered the factors and made the assumptions set out in its letter, andsubject to the qualifications set out therein, the IFA is of the view that the WhitewashResolution is on normal commercial terms and is not prejudicial to the interests of LMIRTrust and the Unitholders.7. RECOMMENDATIONS7.1. On the Pejaten Village AcquisitionAfter taking into consideration the due diligence reports relating to the ProposedAcquisitions and the factors likely to affect the economics of the transactions, includingthe opinion of the IFA (as set out in the IFA Letter in Appendix A of this Circular), theIndependent Directors and the Audit Committee believe that the Pejaten VillageAcquisition is based on normal commercial terms and would not be prejudicial to theinterests of LMIR Trust or its Unitholders.(See paragraph 2.1 for details of the rationale for the Transactions and paragraph 4.5for the advice of the IFA.)Accordingly, both the Independent Directors and the Audit Committee recommend thatUnitholders vote at the EGM in favour of the resolution to approve the Pejaten VillageAcquisition.7.2. On the Binjai Supermall AcquisitionAfter taking into consideration the due diligence reports relating to the ProposedAcquisitions and the factors likely to affect the economics of the transactions, includingthe opinion of the IFA (as set out in the IFA Letter in Appendix A of this Circular), theIndependent Directors and the Audit Committee believe that the Binjai SupermallAcquisition is based on normal commercial terms and would not be prejudicial to theinterests of LMIR Trust or its Unitholders.(See paragraph 2.1 for details of the rationale for the Transactions and paragraph 4.5for the advice of the IFA.)Accordingly, both the Independent Directors and the Audit Committee recommend thatUnitholders vote at the EGM in favour of the resolution to approve the Binjai SupermallAcquisition.36

7.3. On the Whitewash ResolutionThe Independent Directors have considered the rationale of the IFA and concurred withthe advice of the IFA in relation to the Whitewash Resolution. The IndependentDirectors believe that the Whitewash Resolution would be beneficial to, and is in theinterests of, LMIR Trust.(See paragraph 6.3 for details of the rationale for the Whitewash Resolution andparagraph 6.4 for the advice of the IFA.)Accordingly, the Independent Directors recommend that Independent Unitholders votein favour of the Whitewash Resolution.8. EXTRAORDINARY GENERAL MEETINGThe EGM will be held on 13 December 2012 at 2.00 p.m. at Mandarin Orchard Singapore,Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867, for the purpose of consideringand, if thought fit, passing with or without modification, the resolutions set out in the Noticeof EGM, which is set out on pages G-1 and G-2 of this Circular. The purpose of this Circularis to provide Unitholders with relevant information about each of these resolutions. Approvalby way of an Ordinary Resolution is required in respect of Resolutions 1 (in respect of theacquisition of Pejaten Village from an Interested Person), 2 (in respect of the acquisition ofBinjai Supermall from an Interested Person) and 3 (in respect of the Whitewash Resolution).A Depositor shall not be regarded as a Unitholder entitled to attend the EGM and to speakand vote thereat unless he is shown to have Units entered against his name in the DepositoryRegister, as certified by CDP as at 48 hours before the EGM.9. ABSTENTIONS FROM VOTINGRule 919 of the Listing Manual prohibits interested persons and their associates (as definedin the Listing Manual) from voting on a resolution in relation to a matter in respect of whichsuch persons are interested in the EGM. The relevant associates of the Sponsor areBridgewater, PT. Sentra Dwimandiri and the Manager.Given that the Sponsor is interested in the Proposed Acquisitions, the Sponsor hasundertaken that (i) it will abstain, and will procure that its subsidiaries will abstain, from votingat the EGM on the resolutions in relation to the Proposed Acquisitions, and (ii) will not acceptappointments as proxies in relation to the resolutions on the Proposed Acquisitions unlessspecific instructions as to voting are given.Pursuant to the SIC Waiver granted in relation to the Whitewash Resolution, the Sponsor,parties acting in concert with it and parties not independent of the Sponsor are required toabstain from voting on the Whitewash Resolution.10. ACTION TO BE TAKEN BY UNITHOLDERSUnitholders will find enclosed in this Circular the Notice of EGM and a Proxy Form.If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and voteon his behalf, he should complete, sign and return the enclosed Proxy Form in accordancewith the instructions printed thereon as soon as possible and, in any event, so as to reachthe Unit Registrar and Unit Transfer Office at Boardroom Corporate & Advisory Services Pte.Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 not later than 2:00p.m. on 11 December 2012, being 48 hours before the time fixed for the EGM. Thecompletion and return of the Proxy Form by a Unitholder will not prevent him from attendingand voting in person at the EGM if he so wishes.Persons who have an interest in the approval of one or more of the resolutions must declineto accept appointment as proxies unless the Unitholder concerned has specific instructionsin his Proxy Form as to the manner in which his votes are to be cast in respect of suchresolutions.37

11. DIRECTORS’ RESPONSIBILITY STATEMENTThe Directors collectively and individually accept full responsibility for the accuracy of theinformation given in this Circular and confirm after making all reasonable enquiries that, tothe best of their knowledge and belief, this Circular constitutes full and true disclosure of allmaterial facts about the Transactions, LMIR Trust and its subsidiaries, and the Directors arenot aware of any facts the omission of which would make any statement in this Circularmisleading. Where information in the Circular has been extracted from published orotherwise publicly available sources or obtained from a named source, the sole responsibilityof the Directors has been to ensure that such information has been accurately and correctlyextracted from such sources and/or reproduced in this Circular in its proper form and context.12. CONSENTSEach of the IFA (being KPMG Corporate Finance Pte Ltd) and the Independent Valuers(being KJPP WR and KJPP RHP) has given and has not withdrawn its written consent to theissue of this Circular with the inclusion of its name and, respectively, the IFA Letter, theSummary Valuation Report from KJPP WR and the Summary Valuation Report from KJPPRHP, and all references thereto, in the form and context in which they are included in thisCircular.13. DOCUMENTS FOR INSPECTIONCopies of the following documents are available for inspection during normal business hoursat the registered office of the Manager at 50 Collyer Quay, #06-07 OUE Bayfront, Singapore049321 1 from the date of this Circular up to and including the date falling three months afterthe date of this Circular:(i)(ii)(iii)(iv)(v)(vi)the Requis SPA (which contains the form of the Pejaten Village Deed of Indemnity);the Sagacity SPA (which contains the form of the Binjai Supermall Deed of Indemnity);the Pejaten Village CSPAs;the Binjai Supermall CSPA;the full valuation report on Pejaten Village by KJPP WR;the full valuation report on Pejaten Village by KJPP RHP;(vii) the full valuation report on Binjai Supermall by KJPP WR;(viii) the full valuation report on Binjai Supermall by KJPP RHP;(ix)(x)the 6M2012 Unaudited Financial Statements; andthe IFA Letter.The Trust Deed will also be available for inspection at the registered office of the Managerfor so long as LMIR Trust is in existence.Yours faithfullyLMIRT MANAGEMENT LTD.(as manager of Lippo Malls Indonesia Retail Trust)Company Registration No. 200707703MMr Albert Saychuan CheokChairman & Independent Non-Executive Director1 Prior appointment with the Manager will be appreciated.38

IMPORTANT NOTICEThe value of Units and the income derived from them may fall as well as rise. Units are notobligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment inUnits is subject to investment risks, including the possible loss of the principal amount invested.Investors have no right to request the Manager to redeem their Units while the Units are listed. Itis intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listingof the Units on the SGX-ST does not guarantee a liquid market for the Units.The past performance of LMIR Trust is not necessarily indicative of the future performance ofLMIR Trust.This Circular may contain forward-looking statements that involve risks and uncertainties. Actualfuture performance, outcomes and results may differ materially from those expressed inforward-looking statements as a result of a number of risks, uncertainties and assumptions.Representative examples of these factors include (without limitation) general industry andeconomic conditions, interest rate trends, cost of capital and capital availability, competition fromsimilar developments, shifts in expected levels of property rental income, changes in operatingexpenses (including employee wages, benefits and training costs), property expenses andgovernmental and public policy changes. You are cautioned not to place undue reliance on theseforward-looking statements, which are based on the Manager’s current view of future events.If you have sold or transferred all your Units, you should immediately forward this Circular,together with the Notice of EGM and the accompanying Proxy Form, to the purchaser ortransferee or to the bank, stockbroker or other agent through whom the sale or transfer waseffected for onward transmission to the purchaser or transferee.This Circular is not for distribution, directly or indirectly, in or into the U.S. It is not an offer ofsecurities for sale into the U.S.39

GLOSSARYIn this Circular, the following definitions apply throughout unless otherwise stated:3Q2012 : The period from 1 July 2012 to 30 September 20126M2012 : The six month period ended 30 June 20126M2012 UnauditedFinancial Statements: The unaudited consolidated financial statements of LMIRTrust and the target companies for the six months ended30 June 2012ACU : PT Amanda Cipta UtamaAcquisition Fee Units : The acquisition fee which is required to be paid to theManager in Units pursuant to paragraph 5.6 of the PropertyFunds Appendix, in respect of the Proposed Acquisitions andthe Pluit Village Acquisition Fee UnitsAuthorised Investments : Refers to, in general:(i)(ii)(iii)(iv)real estate, whether freehold or leasehold, in or outsideSingapore or Indonesia, held singly or jointly, and/or byway of direct ownership or by a shareholding in a specialpurpose vehicle;any improvement or extension of or addition to orreconstruction or renovation or other development of anyreal estate or any building thereon;real estate-related assets, wherever the issuers, assetsor securities are incorporated, located, issued or traded;listed or unlisted debt securities and listed shares orstock and (if permitted by the MAS) unlisted shares orstock of or issued by local or foreign non-propertycompanies or corporations;(v) government securities (issued on behalf of theSingapore Government or governments of othercountries) and securities issued by a supra-nationalagency or a Singapore statutory board;(vi)cash and cash equivalent items;(vii) financial derivatives only for the purposes of (a) hedgingexisting positions in the portfolio of LMIR Trust wherethere is a strong correlation to the underlyinginvestments or (b) efficient portfolio management,provide that such derivatives are not used to gear theoverall portfolio of LMIR Trust or intended to beborrowings of LMIR Trust; and40

(viii) other investments not covered by sub-paragraph (i) to(vii) of this definition but specified as a permissibleinvestment in the Property Funds Appendix and selectedby the Manager for investment by LMIR Trust andapproved by the Trustee in writing (see the Trust Deedfor details)Binjai Supermall : A three-level retail mall located in Binjai, North Sumatra,Indonesia at Jalan Soekarno Hatta No.14, Timbang LangkatSub District, East Binjai District, Binjai City, North SumatraProvince, IndonesiaBinjai SupermallAcquisitionBinjai SupermallAcquisition FeeBinjai SupermallAcquisition Fee UnitsBinjai SupermallAggregate Consideration: The proposed acquisition of Binjai Supermall for whichUnitholders’ approval is sought in this Circular: The acquisition fee in relation to the Binjai SupermallAcquisition payable to the Manager pursuant to the TrustDeed: The Units which will be issued to the Manager as partpayment for the Binjai Supermall Acquisition Fee: The aggregate purchase consideration of Rp.237.5 billion(S$30.2 million) for the acquisition of Binjai Supermall by ACUfrom TMI and MPPBinjai Supermall CSPA : The conditional sale and purchase agreement entered intobetween ACU and the Binjai Supermall Vendor for theacquisition of Binjai SupermallBinjai Supermall Deed ofIndemnityBinjai Supermall RelatedTenancy Agreements: The deed of indemnity entered into by Bridgewater and theTrustee for the indemnification of certain matters byBridgewater in relation to the Binjai Supermall Acquisition: The tenancy agreements with respect to Binjai Supermallentered into by certain associates and subsidiaries of theSponsorBinjai Supermall Vendors : TMI and MPPBoard : The board of directors of the ManagerBOT : Build, operate and transfer as described in paragraph 3.8 ofthis CircularBOT Agreement : An agreement entered into by the BOT Grantor and the BOTGrantee in relation to the construction and operation of theProperties pursuant to a BOT SchemeBOT Grantee : The party which has been granted a right by the BOT Grantorto construct and operate a building on the BOT Land for aparticular period of time, pursuant to a BOT Agreement41

BOT Grantor : The owner of the BOT Land, who grants a BOT Grantee a rightto construct and operate a building on the BOT Land for aparticular period of time, pursuant to a BOT Agreement, and atthe end of the BOT period for the BOT Grantee to transfer theBOT Land and building to the BOT GrantorBOT Land : Land owned by the BOT Grantor under certain title of landsuch as the Right to Manage (Hak Pengelolaan)BOT Scheme : Build, operate and transfer schemeBridgewater : Bridgewater International Ltd.CDP : The Central Depository (Pte) LimitedCircular : This circular to Unitholders dated 26 November 2012Closing Price : The closing price of S$0.475 per Unit on the SGX-ST on theLatest Practicable DateCode : The Singapore Code on Take-overs and Mergers, asamended or modified from time to timeControlling Shareholder : Means a person who:(a)(b)holds directly or indirectly 15% or more of the totalnumber of issued shares excluding treasury shares inthe company; orin fact exercises control over a companyControlling Unitholder : Means a person who:(a)(b)holds directly or indirectly 15% or more of the nominalamount of all voting units in the property fund. The MASmay determine that such a person is not a controllingunitholder; orin fact exercises control over the property fundCurrent Leases : All current leases in respect of the September 2012 Portfolioand the Recent Properties as at 30 September 2012Deposited Property : All the assets of LMIR Trust, including the September 2012Portfolio, the Recent Properties and all the AuthorisedInvestments of LMIR Trust for the time being held or deemedto be held upon the trusts under the Trust DeedDirectors : The directors of the ManagerDPU : Distribution per Unit42

EGM : The extraordinary general meeting of Unitholders to be heldon 13 December 2012 at 2.00 p.m. at Mandarin OrchardSingapore, Mandarin Ballroom 1, Level 6, Main Tower,Singapore 238867, to approve the matters set out in theNotice of Extraordinary General Meeting on pages G-1 andG-2 of this CircularEMTN Programme : The S$750,000,000 Guaranteed Euro Medium Term NoteProgramme established by LMIRT Capital Pte. Ltd. (a whollyownedsubsidiary of LMIR Trust) as announced by theManager on 26 June 2012Enlarged Portfolio : The September 2012 Portfolio, the Recent Properties and theProposed PropertiesExisting InterestedPerson Transactions: Interested person transactions with the Sponsor andassociates of the Sponsor during the course of LMIR Trust’scurrent financial yearFinal Completion : The date on which the adjustment sum for the consolidatednet assets or net liabilities of PPP is paid for the PejatenVillage AcquisitionFY : Financial yearFY2011 : LMIR Trust’s financial year ending 31 December 2011FY2011 AuditedConsolidated FinancialStatements: LMIR Trust’s audited consolidated financial statements for thefinancial year ended 31 December 2011Gaillard : Gaillard Investment Pte. Ltd.GNU : Gading Nusa UtamaHGB : Hak Guna Bangunan / “Right to Build” land titleIFA : KPMG Corporate Finance Pte Ltd.IFA Letter : The letter from the IFA to the Independent Directors and theTrustee containing its advice in relation to the Pejaten VillageAcquisition, the Binjai Supermall Acquisition and theWhitewash ResolutionIllustrative RupiahExchange Rate: The illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2on the Latest Practicable DateIndependent Directors : The independent directors of the Manager, being Mr AlbertSaychuan Cheok, Mr Lee Soo Hoon, Phillip and Mr Goh TiamLockIndependent Unitholders : Unitholders other than the Sponsor, parties acting in concertwith the Sponsor and parties which are not independent of theSponsorIndependent Valuers : KJPP WR and KJPP RHP43

Interested Party : Means:(i) a director, chief executive officer or controllingshareholder of the Manager, the Trustee or controllingunitholder of LMIR Trust; or(ii)an associate of any director, chief executive officer orcontrolling shareholder of the Manager, or an associateof the Manager, the Trustee or any controlling unitholderof LMIR TrustInterested PartyTransaction: Has the meaning ascribed to it in paragraph 5 of the PropertyFunds AppendixInterested Person : (a) In the case of a company, “interested person” means:(i)(ii)a director, chief executive officer, or controllingshareholder of the issuer; oran associate of any such director, chief executiveofficer, or controlling shareholder; and(b)in the case of a REIT, shall have the meaning defined inthe Code on Collective Investment Schemes issued bythe MASInterested PersonTransaction: Means a transaction between an entity at risk and anInterested PersonJava Supermall Units : Four strata units in Java Supermall located at Jalan MTHaryono No. 992-994, Jomblang, Semarang, Central JavaJesselton : Jesselton Investment Ltd.KJPP RHP : KJPP Rengganis, Hamid & Rekan, in strategic alliance withCB Richard EllisKJPP WR : KJPP Willson & Rekan, in affiliation with Knight FrankLatest Practicable Date : 19 November 2012, being the latest practicable date prior tothe printing of this CircularListing Manual : The Listing Manual of the SGX-STLMIR Trust : Lippo Malls Indonesia Retail TrustMalang Town SquareUnits: Three strata units in Malang Town Square located at JalanVeteran No. 2, Malang, East JavaMall WTC Matahari Units : Four strata units in Mall WTC Matahari located at Jalan RayaSerpong, Pondok Jagung, Serpong, Tangerang, Banten,Greater JakartaManager : LMIRT Management Ltd., in its capacity as manager of LMIRTrust44

Mandatory Offer : A general offer made pursuant to Rule 14 of the CodeMAS : Monetary Authority of SingaporeMaxi Magna : Maxi Magna Investments Pte. Ltd.Metropolis Town SquareUnits: Three strata units in Metropolis Town Square located at JalanHartono Raya, Modernland Cikokol, Tangerang, Banten,Greater JakartaNAV : Net asset valueNet Property Income orNPI: Property revenue less property operating expensesNLA : Net lettable areaNotes : The S$200,000,000 4.88% Notes due 2015 andS$50,000,000 5.875% Notes due 2017 pursuant to the EMTNProgrammeNTA : Net tangible assetsOrdinary Resolution : A resolution proposed and passed as such by a majority beinggreater than 50.0% of the total number of votes cast for andagainst such resolution at a meeting of Unitholders convenedin accordance with the provisions of the Trust DeedPejaten Village : A six-level (including one basement level) retail mall located inthe city of Jakarta, Indonesia at Jalan Warung Jati Barat No.39, Jati Padang Sub District, Pasar Minggu District, SouthJakarta Region, DKI Jakarta Province, IndonesiaPejaten VillageAcquisitionPejaten VillageAcquisition FeePejaten VillageAcquisition Fee Units: The proposed acquisition of Pejaten Village for whichUnitholders’ approval is sought in this Circular: The acquisition fee in relation to the Pejaten VillageAcquisition payable to the Manager pursuant to the TrustDeed: The Units which will be issued to the Manager as partpayment for the Pejaten Village Acquisition FeePejaten Village CSPAs : The conditional share purchase agreements entered intobetween the Trustee, through its wholly-owned subsidiariesRequis Investment Pte. Ltd. and Gaillard Investment Pte. Ltd.,and the Pejaten Village Vendors for the acquisition of theentire issued capital of PPPPejaten Village Deed ofIndemnityPejaten Village PurchaseConsideration: The deed of indemnity entered into by Bridgewater and theTrustee for the indemnification of certain matters byBridgewater in relation to the Pejaten Village Acquisition: The purchase consideration of Rp.748.0 billion (S$95.1million) for the acquisition of PPP by Requis and Gaillard fromSea Pejaten and GNU45

Pejaten Village RelatedTenancy Agreements: The tenancy agreements with respect to Pejaten Villageentered into by certain associates and subsidiaries of theSponsorPejaten Village Vendors : Sea Pejaten and GNUPeninsula : Peninsula Investment LimitedPlaza Madiun : Two HGB titles in Plaza Madiun located at Jalan PahlawanPluit Village Acquisition : The acquisition of Pluit VillagePluit Village AcquisitionFee Units: The acquisition fee in relation to the Pluit Village Acquisitionpayable to the Manager in UnitsPPP : PT Panca Permata PejatenProperty Funds Appendix : Appendix 6 of the Code on Collective Investment Schemesissued by the MAS in relation to real estate investment trustsProposed Acquisitions : The proposed acquisitions of Pejaten Village and BinjaiSupermall by LMIR TrustProposed Completion : The date on which the Pejaten Village PurchaseConsideration and the Binjai Supermall AggregateConsideration are to be paid as determined in accordancewith the Pejaten Village CSPAs and the Binjai SupermallCSPA, respectivelyProposed Properties : Pejaten Village and Binjai SupermallRecent Acquisitions : The acquisitions of Palembang Square, Palembang SquareExtension, Tamini Square and Kramat Jati Indah Plaza byLMIR TrustRecent Properties : Palembang Square, Palembang Square Extension, TaminiSquare and Kramat Jati Indah PlazaRelated TenancyAgreements: The Pejaten Village Related Tenancy Agreements and theBinjai Supermall Related Tenancy Agreements, as set out inAppendix FRelevant Acquisitions : The Pluit Village Acquisition and the Proposed AcquisitionsRequis : Requis Investment Pte. Ltd.Retail Malls : Gajah Mada Plaza, Cibubur Junction, Plaza Semanggi, MalLippo Cikarang, Ekalokasari Plaza, Bandung Indah Plaza,Istana Plaza, Sun Plaza, Pluit Village and Plaza Medan FairRetail Spaces : Mall WTC Matahari Units, Metropolis Town Square Units,Depok Town Square Units, Java Supermall Units, MalangTown Square Units, Plaza Madiun and Grand PalladiumMedan UnitsSagacity : Sagacity Investments Pte. Ltd.46

Sea Pejaten : Sea Pejaten Pte. Ltd.Securities Account : Unitholders’ securities accounts with CDPSecurities Act : U.S. Securities Act of 1933, as amendedSeptember 2012 Portfolio : Gajah Mada Plaza, Cibubur Junction, Plaza Semanggi, MalLippo Cikarang, Ekalokasari Plaza, Bandung Indah Plaza,Istana Plaza, Sun Plaza, Pluit Village, Plaza Medan Fair, MallWTC Matahari Units, Metropolis Town Square Units, DepokTown Square Units, Java Supermall Units, Malang TownSquare Units, Plaza Madiun and Grand Palladium MedanUnitsSGX-ST : Singapore Exchange Securities Trading LimitedSHGB : HGB Certificate issued by the relevant National Land Office inaccordance with applicable laws of the Republic of IndonesiaSIC : Securities Industry CouncilSIC Waiver : The waiver granted by the SIC dated 9 November 2012Specialty Space : The aggregate leasable area attributable to retail units of lessthan 400 sq m each and where the term of the lease isgenerally for more than 12 monthsSponsor : PT. Lippo Karawaci Tbk, the sponsor of LMIR TrustSubstantial Unitholders : A Unitholder with an interest in more than 5.0% of all Units inissueTMI : PT Trias Mitra InvestamaTotal Acquisition Cost : The aggregate of the Pejaten Village Purchase Consideration,the Pejaten Village Acquisition Fee, the Binjai SupermallAggregate Consideration and the Binjai Supermall AcquisitionFee, and the professional and other fees and expenses inconnection with the Proposed AcquisitionsTransactions : The Pejaten Village Acquisition and the Binjai SupermallAcquisitionTrust Deed : The trust deed dated 8 August 2007 constituting LMIR Trust,as supplemented by the first supplemental deed dated18 October 2007 and the second supplemental deed dated21 July 2010 entered into between the Trustee and theManager, as amended, varied, or supplemented from time totimeTrustee : HSBC Institutional Trust Services (Singapore) Limited, in itscapacity as trustee of LMIR TrustUnit : A unit representing an undivided interest in LMIR TrustUnitholders : Unitholders of LMIR Trust47

U.S. : United StatesWhitewash Resolution : The proposed whitewash resolution for the waiver of the rightsof Independent Unitholders to receive a Mandatory Offer fromthe Sponsor and parties acting in concert with it for all theremaining Units not owned or controlled by the Sponsor andparties acting in concert with itS$ and cents : Singapore dollars and cents% : Per centum or percentageThe terms “Depositor” and “Depository Register” shall have the meanings ascribed to themrespectively in Section 130A of the Companies Act, Chapter 50 of Singapore.Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders.References to persons shall include corporations.Any reference in this Circular to any enactment is a reference to that enactment for the time beingamended or re-enacted.Any reference to a time of day in this Circular shall be a reference to Singapore time unlessotherwise stated.Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereofare due to rounding. Where applicable, figures and percentages are rounded to one decimalplace.48

APPENDIX AINDEPENDENT FINANCIAL ADVISER’S LETTERThe Independent DirectorsLMIRT Management Ltd(manager of Lippo Malls Indonesia Retail Trust)50 Collyer Quay, #06-07 OUE BayfrontSingapore 049321HSBC Institutional Trust Services (Singapore) Limited(trustee of Lippo Malls Indonesia Retail Trust)21 Collyer Quay, #10-02 HSBC BuildingSingapore 04932026 November 2012Dear SirsINDEPENDENT FINANCIAL ADVISER'S ADVICE IN RESPECT OF:(1) THE PEJATEN VILLAGE ACQUISITION;(2) THE BINJAI SUPERMALL ACQUISITION; AND(3) THE WHITEWASH RESOLUTION.For the purpose of this letter, capitalised terms not otherwise defined herein shall have thesame meaning given as in the circular to the unitholders of Lippo Malls Indonesia Retail Trust(the “Unitholders”)(“LMIR Trust”) in relation to the Pejaten Village Acquisition, the BinjaiSupermall Acquisition and the Whitewash Resolution (as defined below) (the “Circular”).1. INTRODUCTION1.1 TransactionsOn 23 October 2012 (the “Announcement Date”), LMIRT Management Ltd in itscapacity as manager of LMIR Trust (the “Manager”) announced that HSBC InstitutionalTrust Services (Singapore) Limited in its capacity as trustee of LMIR Trust (the“Trustee”) had entered into:- conditional share purchase agreements (the “Pejaten Village SPAs”) to acquirePejaten Village (“Pejaten Village”) from Sea Pejaten Pte Ltd (“Sea Pejaten”) andGading Nusa Utama (“GNU”) (collectively the “Pejaten Village Vendors”) (the“Pejaten Village Acquisition”).- a conditional sale and purchase agreement (the “Binjai Supermall SPA”) to acquireBinjai Supermall (“Binjai Supermall”, and together with Pejaten Village, the“Proposed Properties”) from PT Trias Mitra Investama (“TMI”) and PT MatahariPutra Prima Tbk (“MPP”) (the “Binjai Supermall Vendors”) (the “BinjaiSupermall Acquisition”, and together with the Pejaten Village Acquisition, the“Proposed Acquisitions”).A-1

The Pejaten Village Acquisition Pejaten Village comprises a six-level shopping centre with a total leasable retail floor area ofabout 41,847 square metres in the South Jakarta Region of Indonesia. Pejaten Village will be acquired by LMIR Trust through its wholly-owned subsidiary,Requis Investment Pte Ltd (“Requis”). Requis will enter into a sale and purchase agreementwith Sea Pejaten for the acquisition of a 75.0% interest in PT Panca Permata Pejaten(“PPP”), which directly holds Pejaten Village, and Gaillard Investment Pte Ltd(“Gaillard”), which is a wholly-owned subsidiary of Requis, will enter into a sale andpurchase agreement with Sea Pejaten and GNU for the remaining 20.0% and 5.0% interest inPPP, respectively. The purchase consideration for Pejaten Village is Rp. 748.0 billion (S$95.1 million) (the“Pejaten Village Purchase Consideration”), which was arrived at on a willing-buyer andwilling-seller basis after taking into account the valuations of Pejaten Village by: (a) KJPPWillson & Rekan in affiliation with Knight Frank (“KJPP Willson & Rekan”); and (b)KJPP Rengganis, Hamid & Rekan in strategic alliance with CB Richard Ellis (“KJPPRHP”) (KJPP Willson & Rekan and KJPP RHP are referred to as the “IndependentValuers”).LMIR Trust is expected to incur an acquisition fee in relation to Pejaten Village (the“Pejaten Village Acquisition Fee”) of Rp. 7.5 billion (or S$1.0 million) (which is equal to1.0% of the Pejaten Village Purchase Consideration) in connection with the Pejaten VillageAcquisition, which is payable in Units to the Manager pursuant to Clause 15.2.1 of the TrustDeed.The Binjai Supermall Acquisition Binjai Supermall comprises a 3-level shopping centre with a total leasable retail floor area ofabout 17,787 square metres in the North Sumatera Province of Indonesia. Binjai Supermall will be acquired by LMIR Trust through its wholly-owned subsidiary,Sagacity Investments Pte Ltd (“Sagacity”). Sagacity holds a 75.0% interest in PT AmandaCipta Utama (“ACU”), and Maxi Magna Investments Pte Ltd (“Maxi Magna”), which is awholly-owned subsidiary of Sagacity, holds a 25.0% interest in ACU. ACU will in turn enterinto a conditional sale and purchase agreement with the Binjai Supermall Vendors for theacquisition of Binjai Supermall. The purchase consideration for Binjai Supermall is Rp. 237.5 billion (S$30.2 million) (the“Binjai Supermall Purchase Consideration”), which was arrived at on a willing-buyer andwilling-seller basis after taking into account the valuations of Binjai Supermall by theIndependent Valuers. LMIR Trust is expected to incur the acquisition fee in relation to Binjai Supermall (the“Binjai Supermall Acquisition Fee”) of Rp.2.4 billion (or S$0.30 million) (which is equalto 1.0% of the Binjai Supermall Purchase Consideration) in connection with the BinjaiSupermall Acquisition, which is payable in Units to the Manager pursuant to Clause 15.2.1of the Trust Deed.A-2

The Manager intends to finance the cash portion of S$129.0 million of the Total AcquisitionCost with: the proceeds raised from the issuance of the S$200,000,000 4.88% Notes due 2015 andS$50,000,000 5.875% Notes due 2017 (collectively, the “Notes”) pursuant to theS$750,000,000 Guaranteed Euro Medium Term Note Programme established by LMIRTCapital Pte. Ltd. (a wholly-owned subsidiary of LMIR Trust) (the “EMTN Programme”) asannounced by the Manager on 26 June 2012; the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017 pursuantto the EMTN Programme as announced by the Manager on 15 November 2012; and internal cash reserves and working capital of LMIR Trust.1.2 Regulatory RegimeRequirement for Unitholders’ approval of the Proposed AcquisitionsThe following is extracted from section 4.1 of the Circular and provides an overview of why theProposed Acquisitions will constitute:Interested Person Transactions under Chapter 9 of the Listing Manual of the SGX ST (the“Listing Manual”); andInterested Party Transactions under paragraph 5 of the Property Funds Appendix,and, accordingly, will require the approval of Unitholders.“4.1. Interested Person Transaction and Interested Party Transaction in connection with theProposed AcquisitionsUnder Chapter 9 of the Listing Manual, where LMIR Trust proposes to enter into atransaction with an Interested Person and the value of the transaction (either in itself orwhen aggregated with the value of other transactions, each of a value equal to or greaterthan S$100,000 with the same Interested Person during the same financial year) is equal toor exceeds 5.0% of LMIR Trust’s latest unaudited NTA, Unitholders’ approval is requiredin respect of the transaction.Based on LMIR Trust’s consolidated financial statements for the nine-month period ended30 September 2012, the NTA of LMIR Trust was S$1,153.8 million as at 30 September2012. Accordingly, if the value of a transaction which is proposed to be entered into in thecurrent financial year by LMIR Trust with an Interested Person is, either in itself or inaggregation with all other earlier transactions (each of a value equal to or greater thanS$100,000) entered into with the same Interested Person during the current financial year,equal to or is in excess of S$57.7 million, such a transaction would be subject toUnitholders’ approval. Given the Pejaten Village Purchase Consideration and the BinjaiSupermall Aggregate Consideration of Rp.748.0 billion (or S$95.1 million) and Rp.237.5billion (or S$30.2 million) which is 8.2% and 2.6% of the NTA of LMIR Trust as at 30September 2012, respectively1, the value of each of the Pejaten Village Acquisition and theBinjai Supermall Acquisition will in aggregate exceed the said threshold.A-3

Paragraph 5 of the Property Funds Appendix also imposes a requirement for Unitholders’approval for an Interested Party Transaction by LMIR Trust which value exceeds 5.0% ofLMIR Trust’s latest audited NAV. Based on LMIR Trust’s consolidated financial statementsfor the six-month period ended 30 September 2012, the NAV of LMIR Trust was S$1,153.8million as at 30 September 2012. Accordingly, if the value of a transaction which isproposed to be entered into by LMIR Trust with an Interested Party3 is equal to or greaterthan S$57.7 million, such a transaction would be subject to Unitholders’ approval. Giventhe Pejaten Village Purchase Consideration of Rp.748.0 billion (or S$95.1 million), thevalue of the Pejaten Village Acquisition exceeds the said threshold.As at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units(comprising 2.88% of the total number of issued Units). The Manager is wholly-owned byPeninsula, a wholly-owned subsidiary of Jesselton which is in turn a wholly-ownedsubsidiary of the Sponsor. The Sponsor, directly and/or through its subsidiaries andassociates and through its interest in the Manager, has (i) deemed interests ofapproximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is thereforeregarded as a “controlling unitholder” of LMIR Trust, and “controlling shareholder” ofthe Manager, under both the Listing Manual and (where applicable) the Property FundsAppendix. The Pejaten Village Vendors are indirect wholly-owned subsidiaries of theSponsor. For the purposes of Chapter 9 of the Listing Manual, each of the Pejaten VillageVendors is an Interested Person of LMIR Trust, and for the purposes of paragraph 5 of theProperty Funds Appendix relating to Interested Party Transactions, each of the PejatenVillage Vendors is an Interested Party of LMIR Trust. Similarly, TMI is an indirect whollyownedsubsidiary of the Sponsor. MPP and the Sponsor are under common control by PTMultipolar Corporation Tbk. For the purposes of Chapter 9 of the Listing Manual, each ofTMI and MPP is an Interested Person of LMIR Trust, and for the purposes of paragraph 5of the Property Funds Appendix relating to Interested Party Transactions, each of TMI andMPP is an Interested Party of LMIR Trust.Therefore, each of the Pejaten Village Acquisition and the Binjai Supermall Acquisitionwill constitute an Interested Person Transaction under Chapter 9 of the Listing Manual.The Pejaten Village Acquisition and the Binjai Supermall Acquisition will also constitutean Interested Party Transaction under paragraph 5 of the Property Funds Appendix. Thevalue of the Pejaten Village Acquisition is equal to 8.2% of LMIR Trust’s NTA/NAV ofS$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders isrequired for the Pejaten Village Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix. Although approval of Unitholders is notrequired for the Binjai Supermall Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix, the Manager wishes to seek Unitholders’approval for the Binjai Supermall Acquisition for (i) good corporate governance and (ii)due to the fact that Unitholders’ approval is also being sought for the Pejaten VillageAcquisition. Accordingly, the approval of Unitholders is sought for each of the PejatenVillage Acquisition and the Binjai Supermall Acquisition.”Requirement for Unitholders’ approval of the Whitewash ResolutionThe following is extracted from section 6.3 of the Circular and provides an overview of why theissuance of units to the Manager in connection with the Pejaten Village Acquisition, the BinjaiSupermall Acquisition, and the Pluit Village Acquisition is being sought.A-4

“6.3. Rationale for the Whitewash ResolutionThe Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units inits own capacity, and the rationale for allowing the Manager to do so is set out as follows.Pursuant to Clause 15.2.1 of the Trust Deed, the Acquisition Fees are payable to theManager in the form of cash and/or Units (as the Manager may elect). However, theManager is required under paragraph 5.6 of the Property Funds Appendix to receive theAcquisition Fee in Units. Accordingly, without the Whitewash Resolution, and in view ofRule 14.1(a) of the Code, the Manager will not be able to receive the Acquisition Fees thatit is entitled to as it will neither be able to receive the Acquisition Fees in cash nor in Units.In that case, this may disincentivise the Manager from actively sourcing for and pursuingacquisition opportunities from Interested Parties, even if such acquisitions may bebeneficial to Unitholders.The Manager is also of the view that allowing it to receive the Acquisition Fees in Unitswill demonstrate the long-term commitment of the Manager and of the Sponsor to LMIRTrust. It will also further align the interests of the Manager with Unitholders, incentivisingthe Manager to raise the performance of LMIR Trust to the benefit of Unitholders.The Manager also wishes to note that pursuant to paragraph 5.6 of the Property FundsAppendix, the Acquisition Fee Units cannot be sold within one year from the date of theirissuance and so there is sufficient safeguard in place to prevent the Manager fromimmediately selling down the Acquisition Fee Units.”In accordance with the abovementioned requirements, which are more particularly described inthe Circular, KPMG Corporate Finance Pte Ltd (“KPMG Corporate Finance”) has beenappointed as the independent financial adviser (“IFA”) to advise:the Independent Directors of the Manager and the Trustee as to whether the Pejaten VillageAcquisition is (a) on normal commercial terms and (b) prejudicial to the interests of LMIRTrust and the minority Unitholders;the Independent Directors of the Manager and the Trustee as to whether the The BinjaiSupermall Acquisition is (a) on normal commercial terms and (b) prejudicial to the interestsof LMIR Trust and the minority Unitholders; andthe Independent Directors of the Manager as to whether the Whitewash Resolution is (a) onnormal commercial terms and (b) prejudicial to the interests of LMIR Trust and the minorityUnitholders,(collectively, the “Opinions”).A-5

2. TERMS OF REFERENCEOur responsibility is to provide the Opinions in respect of the Proposed Acquisitions and theWhitewash Resolution.Our Opinions are delivered solely for the use and benefit of the addressees of this letter (asappropriate) (the “Addressees”) for their deliberations on the Proposed Acquisitions and theWhitewash Resolution, before arriving at a decision on the merits or demerits thereof, and inmaking any recommendations. We were not involved in any aspect of the negotiationspertaining to the Proposed Acquisitions and/or the Whitewash Resolution, nor were we involvedin the deliberations leading up to the decisions of and recommendations by the Addressees (asappropriate) to proceed with the Proposed Acquisitions and/or the Whitewash Resolution. Thedecisions of and recommendations made by the Addressees (as appropriate) shall remain theirsole responsibility.Our Opinions should not be relied on as recommendations to any Unitholders as to how suchUnitholders should vote in relation to the Proposed Acquisitions and/or the WhitewashResolution or any matters related thereto.We have not conducted a comprehensive review of the business, operations or financialcondition of LMIR Trust. Our terms of reference also do not require us to evaluate or commenton the merits and/or risk, whether strategic, commercial, financial or otherwise, of the ProposedAcquisitions and/or the Whitewash Resolution or on the future prospects of LMIR Trust and assuch, we do not express an opinion thereon. Such evaluation or comments remain the soleresponsibility of the Addressees (as appropriate).It is also not within our terms of reference to compare the relative merits of the ProposedAcquisitions and/or the Whitewash Resolution to any alternative transactions previouslyconsidered by, or that may have been available to, LMIR Trust or any alternative transactionsthat may be available in the future. Such evaluations or comments remain the sole responsibilityof the Addressees (as appropriate), although we may draw upon their views or make suchcomments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving atour opinion.In addition, we have not made any independent evaluation or appraisal of the existing orproposed assets or liabilities (including without limitation, real property) of LMIR Trust.In formulating our Opinions, we have held discussions with the directors of the Manager (the“Directors”) and its management team. We have considered the information contained in theCircular, publicly available information collated by us as well as information, both written andverbal, provided by the Manager and its professional advisers, which may include solicitors,auditors, tax advisers and valuers. We have not independently verified such information,whether written or verbal, and accordingly cannot and do not make any representation orwarranty, express or implied, in respect of and do not accept any responsibility for the accuracy,completeness or adequacy of all such information, provided or otherwise made available to usor relied on by us. We have nevertheless made reasonable enquiries and used our judgment inassessing such information and have found no reason to doubt the accuracy or the reliability ofsuch information.A-6

We have relied upon the representation of the Directors (including those who may havedelegated detailed supervision of the Circular, the Proposed Acquisitions and the WhitewashResolution) that they have taken all reasonable care to ensure that all information and factsstated in the Circular are fair and accurate in all material respects and all material informationand facts in relation to the Proposed Acquisitions and the Whitewash Resolution have beendisclosed to us, and that no material information and facts have been omitted, the omission ofwhich would render any statement in the Circular, information and facts disclosed to us or ourOpinions in this letter to be inaccurate, incomplete or misleading in any material respect. TheDirectors (including those who may have delegated detailed supervision of the Circular, theProposed Acquisitions and the Whitewash Resolution) have jointly and severally acceptedresponsibility in the “Directors’ Responsibility Statement” of the Circular. Accordingly, norepresentation or warranty, express or implied, is made and no responsibility is accepted by usconcerning the accuracy, completeness or adequacy of all such information and facts.Our Opinions are based upon market, economic, industry, monetary and other conditions (whereapplicable) in effect on the latest practicable date prior to the printing of the Circular, being 19November 2012 (the “Latest Practicable Date”). Such conditions and information can changesignificantly over a relatively short period of time. We assume no responsibility to update,revise or reaffirm our Opinions in the light of any subsequent changes or developments after theLatest Practicable Date even if it may affect our Opinions contained herein.In rendering our Opinions, we did not have regard to the general or specific investmentobjectives, financial situation, risk profiles, tax position or particular needs and constraints ofany Unitholder. As different Unitholders would have different investment objectives andprofiles, we would advise the the Addressees (as appropriate) to recommend that any Unitholderwho may require specific advice in relation to his investment portfolio(s) to consult his or theirstockbroker, bank manager, accountant or other professional advisers.The Addressees (as appropriate) have been separately advised by their own professionaladvisers in the preparation of the Circular (other than this letter). We have no role orinvolvement and have not and will not provide any advice, financial or otherwise, whatsoever inthe preparation, review and verification of the Circular (other than this letter). Accordingly, wetake no responsibility for and express no views, expressed or implied, on the contents of theCircular (other than this letter).Our Opinions in relation to the Proposed Acquisitions and the Whitewash Resolution should beconsidered in the context of the entirety of this letter and the Circular.3. DETAILS CONCERNING THE PEJATEN VILLAGE ACQUISITIONDetailed information in relation to Pejaten Village is contained within Appendix B of theCircular, while information in relation to the Pejaten Village Acquisition specifically iscontained in section 3 of the Circular.4. DETAILS CONCERNING THE BINJAI SUPERMALL ACQUISITIONDetailed information in relation to Binjai Supermall is contained within Appendix B of theCircular, while information in relation to the Binjai Supermall Acquisition specifically iscontained in section 3 of the Circular.A-7

5. WHITEWASH RESOLUTIONDetailed information in relation to the Unit issuance to the Manager and the related WhitewashResolution is contained within section 6 of the Circular.6. EVALUATION OF THE PROPOSED ACQUISITIONSIn arriving at our opinions in relation to the Proposed Acquisitions, we have taken into accountthe following key factors:6.1 Rationale for the Proposed AcquisitionsThe Manager has provided its assessment of the key benefits of the Proposed Acquisitions, thefollowing rationale extracted from section 2.1 of the Circular:“2.1. Rationale for the Proposed AcquisitionsThe Manager believes that the Proposed Acquisitions will bring the following key benefitsto Unitholders:2.1.1. Acquisition of Retail Mall Assets at Discounts to the Average of the IndependentValuations offering Stable Occupancies and Leasing up OpportunitiesThe Proposed Acquisitions represent an opportunity for LMIR Trust to acquireincome producing quality properties below the average of the independentvaluations from the Independent Valuers, namely KJPP RHP and KJPP WR, andare in line with the Manager’s acquisition growth strategy of owning retailand/or retail related properties to optimise Unitholders’ returns, as well asprovide potential capital appreciation and long-term growth.PropertyPurchaseConsideration/AggregateConsiderationAverage ofIndependentValuations conductedby KJPP RHP andKJPP WRDiscount tothe AverageValuations(%)Pejaten VillageRp.748.0 billion(S$95.1 million)Rp.855.6 billion(S$108.8 million)12.6%Binjai SupermallThe Binjai SupermallAggregateConsideration isRp.237.5 billion(S$30.2 million)Rp.250.5 billion(S$31.8 million)5.2%As at 30 September 2012, the occupancy rates of Pejaten Village and BinjaiSupermall are 96.3% and 91.2% respectively. The high occupancy rates are areflection of the strong demand for retail space in Jakarta, where Pejaten Villageis located, as well as the strategic location of Binjai Supermall, which is currentlythe only mall in Binjai City which serves as a transit area for people travellingfrom Medan to Aceh.A-8

2.1.2. Opportunity to Enhance the Earnings of LMIR TrustBased on the pro forma financial statements for the year ended 31 December 2011,the pro forma Net Property Income1 contribution from Pejaten Village and BinjaiSupermall was Rp.55.1 billion (S$7.0 million). Based on the pro forma financialstatements for the six months ended 30 June 2012, the pro forma Net PropertyIncome contribution from Pejaten Village and Binjai Supermall was Rp.39.4billion (S$5.0 million), which represents, on a historical pro forma basis, a 9.0%increase in LMIR Trust’s investment value and a 16.3% increase in LMIR Trust’sNet Property Income.2.1.3. Strategic Locations with Sustainable Retail TrafficThe Proposed Properties are strategically located within Jakarta and Binjai (atransit point between Medan, the largest city in Sumatra, and Aceh), giving LMIRTrust access to the dense populations located in these cities, thereby ensuringsustainable retail traffic at these properties.LMIR Trust’s retail malls are positioned as “Everyday Malls” that providenecessities (e.g. supermarkets and family shopping) to the community living in theregions neighbouring its retail malls and target the middle income population indensely populated cities in Indonesia. The positioning of the Proposed Propertiesare in line with LMIR Trust’s targeted market segment comprising Indonesia’sexpanding and prospering urban middle class segment.2.1.4. Increased Economies of Scale in Operations and MarketingThe Proposed Acquisitions and the Recent Acquisitions will enable LMIR Trust toenlarge its presence in the retail mall sector in Indonesia and to benefit fromincreased economies of scale as the Manager and the property manager(s) of theEnlarged Portfolio1 can potentially spread certain operating costs (e.g. staff andpersonnel costs) over a larger portfolio, and increase their bargaining power withsuppliers and service providers.The Proposed Acquisitions are similarly expected to deliver economies of scaleand benefit the marketing and leasing activities of LMIR Trust by expanding anddeepening LMIR Trust’s portfolio of key tenant relationships, especially withtenants of the Proposed Properties who are currently not tenants of LMIR Trust’smalls.2.1.5. Diversification of Assets Portfolio to Minimise Concentration RisksThe Proposed Acquisitions will allow LMIR Trust to diversify its portfoliogeographically across Indonesia, thereby reducing asset concentration risks withinLMIR Trust’s Enlarged Portfolio.Following the Proposed Acquisitions, the maximum contribution to LMIR Trust’sNet Property Income by any single property within LMIR Trust’s property portfoliowill decrease to approximately 13% based on the relevant figures for the periodended 30 June 2012. Further income diversification means greater resilience andA-9

stability of income streams for LMIR Trust, thus benefiting its Unitholders.”6.2 Financial assessment of the Proposed AcquisitionsIn evaluating the reasonableness of the:Pejaten Village Purchase Consideration for the Pejaten Village Acquisition; andBinjai Supermall Purchase Consideration for the Binjai Supermall Acquisition,we have considered the following factors which have a bearing on our assessment:Basis for arriving at the Pejaten Village Purchase Consideration and Binjai SupermallPurchase ConsiderationThe:Pejaten Village Purchase Consideration of Rp. 748.0 billion (S$95.1 million); andBinjai Supermall Purchase Consideration of Rp. 237.5 billion (S$30.2 million),were both arrived at on a willing-buyer and willing-seller basis after taking into account thevaluations of Pejaten Village and Binjai Supermall by the Independent Valuers.The Independent Valuers were appointed for the purposes of:determining the market value of Pejaten Village as at 30 June 2012; and determining the market value of Binjai Supermall as at 30 June 2012,with the following determinations made:Valuation of Pejaten Village by the Independent ValuersAppraised Value by KJPP Willson & RekanRp. 870.15 billionAppraised Value by KJPP RHPRp. 841.00 billionValuation of Binjai Supermall by the Independent ValuersAppraised Value by KJPP Willson & RekanRp. 253.90 billionAppraised Value by KJPP RHPRp. 247.00 billionSummarised versions of the valuation reports (the “Valuation Reports”) are contained inAppendix D of the Circular.Our observations in relation to the Valuation Reports are as follows:The Valuation Reports were undertaken in compliance with the Indonesian ValuationStandards (Standard Penilaian Indonesia / SPI) 2007.A-10

The Valuation Reports assess: the market value as at 30 June 2012 for Pejaten Village, which is close to the date of thePejaten Village SPA, as well as the intended settlement date of the Pejaten VillageAcquisition; and the market value as at 30 June 2012 for Binjai Supermall, which is close to the date of theBinjai Supermall SPA, as well as the intended settlement date of the Binjai SupermallAcquisition.The market value, as defined in the respective Valuation Reports, is the estimated amountfor which an asset should exchange on the date of valuation between a willing buyer and awilling seller in an arm’s-length transaction after proper marketing wherein the transactingparties had each acted knowledgeably, prudently and without compulsion.In arriving at its opinion on market value for Pejaten Village: KJPP Willson & Rekan, on the basis that Pejaten Village is an income producingproperty, adopted the income valuation method, utilising a discounted cash flow analysis,with projections made over a five year investment horizon, taking into account existingleases, the relevant operating agreements, the tenure expiry.In determining a capitalised value, KJPP Willson & Rekan capitalised the sixth year ofnet operating income using a single capitalization rate to arrive at the property’s terminaldisposal value. KJPP RHP, on the basis that Pejaten Village is an income producing property, adoptedthe income valuation method, utilising a discounted cash flow analysis, with projectionsmade over a ten year investment horizon.In determining a capitalised value, KJPP RHP capitalised the eleventh year of netoperating income using a single capitalization rate to arrive at the property’s terminaldisposal value.In arriving at its opinion on market value for Binjai Supermall: KJPP Willson & Rekan, on the basis that Binjai Supermall is an income producingproperty, adopted the income valuation method, utilising a discounted cash flow analysis,with projections made over a five year investment horizon, taking into account existingleases, the relevant operating agreements, the tenure expiry.In determining a capitalised value, KJPP Willson & Rekan capitalised the sixth year ofnet operating income using a single capitalization rate to arrive at the property’s terminaldisposal value. KJPP RHP, on the basis that Binjai Supermall is an income producing property, adoptedthe income valuation method, utilising a discounted cash flow analysis, with projectionsmade over a ten year investment horizon.In determining a capitalised value, KJPP RHP capitalised the eleventh year of netoperating income using a single capitalization rate to arrive at the property’s terminaldisposal value.A-11

We observe that: the assessed market value for Pejaten Village as at 30 June 2012 was between Rp. 841billion (S$106.9 million) and Rp. 870.15 billion (S$110.6 million). The agreed PejatenVillage Purchase Consideration, assuming no adjustment, is Rp. 748.0 billion (S$95.1million). We note that the Pejaten Village Purchase Consideration of Rp.748.0 billion(S$95.1 represents a 12.6% discount to the average of the two independent valuationsconducted by the Independent Valuers; and the assessed market value for Binjai Supermall as at 30 June 2012 was between Rp. 247billion (S$31.4 million) and Rp. 253.9 billion (S$32.3 million). The agreed BinjaiSupermall Purchase Consideration is Rp. 237.5 billion (S$30.2 million). We note that theBinjai Supermall Purchase Consideration of Rp. 237.5 billion (S$30.2 million) representsa 5.2% discount to the average of the two independent valuations conducted by theIndependent Valuers.6.3 Financial effectsThe pro forma financial effects of the Proposed Acquisitions and the acquisitions of theRecent Properties (“Recent Acquisitions”) presented below are strictly for illustrativepurposes only and were prepared based on:(i) LMIR Trust’s audited consolidated financial statements for FY2011 (the “FY2011Audited Consolidated Financial Statements”) and the unaudited financial statements ofthe target companies for FY2011; and(ii) the unaudited consolidated financial statements of LMIR Trust and the targetcompanies for the six months ended 30 June 2012 (the “6M 2012 Unaudited FinancialStatements”),and assuming:(a) the cash portion of S$129.0 million of the Total Acquisition Cost will be paid in full incash;(b) the cash component is funded by the proceeds from the Notes at an assumed weightedaverage interest rate of 5.079% per annum;(c) a rental guarantee in respect of KJI amounting to Rp.10.75 billion (S$1.4 million) perquarter will be provided by the KJI vendor; and(d) (in relation to the pro forma financial effects of the Recent Acquisitions and theProposed Acquisitions on the Distributable Income for LMIR Trust for FY2011) that:(I) LMIR Trust had purchased the relevant properties on 1 January 2011 and hadincurred expenditures for the acquisition of these properties on 1 January 2011; and(II) such expenditures are based on the purchase consideration for 100% of the revenuegenerating spaces within the malls that are to be acquired.A-12

Based on the financial year ended 31 December 2011Pro-forma DPU and distribution yieldThe pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitionsand the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai SupermallAcquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the DPUand distribution yield for LMIR Trust for FY2011, as if LMIR Trust had purchased therelevant properties on 1 January 2011, and held and operated the relevant properties throughto 31 December 2011, respectively, are as follows:December 2011Portfolio withDecember 2011 RecentPortfolio (1) AcquisitionsDecember 2011Portfolio withRecentAcquisitions andPejaten VillageDecember 2011Portfolio withRecentAcquisitions andBinjai SupermallDecember 2011Portfolio withRecentAcquisitions andProposedAcquisitionsDistributable income (S$'000) (2) 47,446 46,508 45,186 45,151 43,829Units in issue and to be issued 2,174,682,008 2,175,947,722 (3) 2,176,619,151 (3) 2,176,076,294 (3) 2,176,747,722 (3)DPU (Cents) (4) 2.18 2.14 2.08 2.07 2.01Distribution yield (5) 6.23% 6.11% 5.93% 5.93% 5.75%Notes:(1) Based on the FY2011 Audited Consolidated Financial Statements.(2) Distributable income includes Unitholders' distribution from operations and return of capital.(3) The number of Units is arrived at after taking into account the new Units to be issued in payment of theperformance fee as a result of additional Net Property Income after the relevant acquisitions.(4) The DPU is derived at by taking into account the distributable income for FY2011, divided by the total number ofUnits in issue and to be issued as at 31 December 2011.(5) The distribution yield is derived at by taking into account the DPU for FY2011, divided by the closing price as at31 December 2011 of S$0.35.A-13

Pro forma NAV per UnitThe pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitionsand the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai SupermallAcquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the NAV perUnit as at 31 December 2011, as if LMIR Trust had purchased the relevant properties on 31December 2011, respectively, are as follows:December 2011December 2011 December 2011 Portfolio withPortfolio (1) Acquisitions Pejaten Village Binjai Supermall AcquisitionsDecember 2011Portfolio withPortfolio withRecentPortfolio withRecentRecentAcquisitions andDecember 2011 Recent Acquisitions and Acquisitions and ProposedNAV (S$'000) 1,299,869 1,299,869 1,299,869 1,299,869 1,299,869Units in issue and to be issued 2,174,682,008 2,174,682,008 2,174,682,008 2,174,682,008 2,174,682,008NAV per Unit (cents) 59.77 59.77 59.77 59.77 59.77Note:(1) Based on the FY2011 Audited Consolidated Financial Statements.Pro forma capitalisationThe following table sets forth the pro forma capitalisation of LMIR Trust as at 31 December2011, as if LMIR Trust had purchased (i) the Recent Properties, (ii) the Recent Propertiesand Pejaten Village, (iii) the Recent Properties and Binjai Supermall, and (iv) the RecentProperties and the Proposed Properties on 31 December 2011.December 2011December 2011 December 2011 Portfolio withPortfolio (1) Acquisitions Pejaten Village Binjai Supermall AcquisitionsDecember 2011Portfolio withPortfolio withRecentPortfolio withRecentRecentAcquisitions andDecember 2011 Recent Acquisitions and Acquisitions and Proposed(S$'000) (S$'000) (S$'000) (S$'000) (S$'000)Short term debt:Unsecured - - - - -Secured - - - - -Total short term debt - - - - -Long term debt:Unsecured - 177,000 287,000 215,000 325,000Secured 147,500 147,500 147,500 147,500 147,500Total long term debt 147,500 324,500 434,500 362,500 472,500Total debt 147,500 324,500 434,500 362,500 472,500Unitholders funds 1,299,869 1,299,869 1,299,869 1,299,869 1,299,869Total Capitalisation 1,447,369 1,624,369 1,734,369 1,662,369 1,772,369Notes:(1) Based on the FY2011 Audited Consolidated Financial Statements.A-14

Six months ended 30 June 2012Pro-forma DPU and Distribution yieldThe pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitionsand the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai SupermallAcquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the DPUand distribution yield for LMIR Trust for the 6 months ended 30 June 2012 (“6M2012”), asif LMIR Trust had purchased the relevant properties on 1 January 2012, and held andoperated the relevant properties through to 30 June 2012, respectively, are as follows:June 2012Portfolio withJune 2012 RecentPortfolio (1) AcquisitionsJune 2012Portfolio withRecentAcquisitions andPejaten VillageJune 2012Portfolio withRecentAcquisitions andBinjai SupermallJune 2012Portfolio withRecentAcquisitions andProposedAcquisitionsDistributable income (S$'000) (2) 32,130 30,857 31,297 30,131 30,571Units in issue and to be issued 2,180,663,153 (3) 2,181,276,311 (3) 2,181,747,364 (3) 2,181,334,206 (3) 2,181,805,258 (3)DPU (Cents) (4) 1.47 1.41 1.43 1.38 1.40Distribution yield (5) 7.75% 7.45% 7.55% 7.27% 7.37%Notes:(1) Based on the 6M2012 Unaudited Financial Statements.(2) Distributable income includes Unitholders' distribution from operations and return of capital.(3) The number of Units is arrived at after taking into account the new Units to be issued in payment of theperformance fee as a result of additional Net Property Income after the relevant acquisitions.(4) The DPU is derived at by taking into account the distributable income for 6M2012, divided by the total number ofUnits in issue and to be issued as at 30 June 2012.(5) The distribution yield is derived at by taking into account the annualised DPU for 6M2012, divided by the closingprice as at 30 June 2012 of S$0.38.Pro forma NAV per UnitThe pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitionsand the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai SupermallAcquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the NAV perUnit as at 30 June 2012, as if LMIR Trust had purchased the relevant properties on 30 June2012, respectively, are as follows:June 2012Portfolio (1) June 2012Portfolio withRecentAcquisitionsJune 2012Portfolio withRecentAcquisitions andPejaten VillageJune 2012Portfolio withRecentAcquisitions andBinjai SupermallJune 2012Portfolio withRecentAcquisitions andProposedAcquisitionsNAV (S$'000) 1,215,527 1,215,527 1,215,527 1,215,527 1,215,527Units in issue and to be issued 2,180,663,153 2,180,663,153 2,180,663,153 2,180,663,153 2,180,663,153NAV per Unit (cents) 55.74 55.74 55.74 55.74 55.74Note:(1) Based on the 6M2012 Unaudited Financial Statements.A-15

Pro forma capitalisationThe following table sets forth the pro forma capitalisation of LMIR Trust as at 30 June2012, as if LMIR Trust had purchased (i) the Recent Properties, (ii) the Recent Propertiesand Pejaten Village, (iii) the Recent Properties and Binjai Supermall, and (iv) the RecentProperties and the Proposed Properties on 30 June 2012.June 2012Portfolio (1) June 2012Portfolio withRecentAcquisitionsJune 2012Portfolio withRecentAcquisitions andPejaten VillageJune 2012Portfolio withRecentAcquisitions andBinjai SupermallJune 2012Portfolio withRecentAcquisitions andProposedAcquisitions(S$'000) (S$'000) (S$'000) (S$'000) (S$'000)Short term debt:Unsecured - - - - -Secured - - - - -Total short term debt - - - - -Long term debt:Unsecured - 194,000 296,000 231,000 333,000Secured 147,500 147,500 147,500 147,500 147,500Total long term debt 147,500 341,500 443,500 378,500 480,500Total debt 147,500 341,500 443,500 378,500 480,500Unitholders funds 1,215,527 1,215,527 1,215,527 1,215,527 1,215,527Total Capitalisation 1,363,027 1,557,027 1,659,027 1,594,027 1,696,027Note:(1) Based on the 6M2012 Unaudited Financial Statements.We make the following comments in relation to the various pro-forma financial effectsdisplayed above:(1) The pro forma NAV per Unit, in each instance analyzed, has not been impactedassuming completion of the Proposed Acquisitions.(2) The pro forma distribution yields generated by LMIR Trust fall assuming completion ofthe Proposed Acquisitions. However, we note that the pro-forma distribution yields arewithin the range of distribution yield figures exhibited by a selection of comparablecompanies in South East Asia:A-16

Selected comparable companies in South East AsiaComparable companiesDividend yield(%) (1)Hektar Real Estate Investment Trust 7.22%Suntec REIT 6.12%Fortune REIT 4.93%CapitaRetail China Trust 8.20%CapitaMalls Malaysia Trust 4.83%Frasers Centrepoint Trust 5.11%CapitaMall Trust 4.65%Link Real Estate Investment Trust 3.42%Min 3.42%Max 8.20%Dividend yield- Based on the financial year ended 31 December 2011 5.75%- Based on the financial year ended 30 June 2012 7.37%Note:(1) Dividend yields as at the 19 November 2012Source: Capital IQIn addition to the above, we note that:(i) the reduction in the distribution yield for the financial year ended 31December 2011, arising from the Proposed Acquisitions, may have beenlessened had the pro forma financial effects incorporated the full impact ofupward rental revision by Matahari Department Store and Hypermart inrespect of their Pejaten Village spaces, at the beginning of 2012.(ii)(iii)the Binjai Supermall Purchase Consideration is payable based on theexpansion and renovation program (which is expected to increase the netlettable area by more than 25% by March 2013).the pro forma financial effects for Binjai Supermall have been calculatedbased on the historical financial statements of TMI, of which it does notaccount for space previously owned and occupied by Matahari DepartmentStore and Hypermart. The lease from Matahari Department Store andHypermart will only be entered into after the Binjai Supermall Acquisitionhas taken place.(3) The pro forma capitalisation will increase assuming completion of the ProposedAcquisitions.A-17

6.4 Other relevant factorsPejaten Village Purchase Consideration adjustmentThe Pejaten Village Purchase Consideration is subject to adjustment for the consolidated netassets or net liabilities of PPP as at the completion date of the Pejaten Village Acquisition. Theadjustment for the consolidated net assets or net liabilities needs to be made because LMIRTrust will be acquiring Pejaten Village indirectly by acquiring the special purpose companywhich indirectly hold Pejaten Village. In an acquisition of a company, it is common and fair foran adjustment mechanism to be provided so that what the purchaser is paying to the vendortakes into account the exact assets and liabilities of the company at the point when the companyis transferred to the purchaser.Deeds of Indemnity in relation to the Proposed AcquisitionsPejaten Village Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant towhich Bridgewater will indemnify the Trustee against certain liabilities or damage suffered bythe Trustee arising out of or in connection with the Pejaten Village SPAs, subject to certainterms and conditions (the “Pejaten Village Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Pejaten Village SPAs:(i)(ii)(iii)all and any losses which the Trustee may suffer in connection with a breach by thePejaten Village Vendors of any of their warranties and representations in thePejaten Village SPAs;all and any losses which the Trustee may suffer, including, but not limited to, lossof rental, service charges, carpark and other income and claims for losses fromexisting or potential tenants, which arises out of or in connection with cases beforeany courts, tribunals and governmental authorities, agencies or bodies in therelevant jurisdictions, including the Indonesian Business Competition SupervisoryCommission, whether directly or indirectly; andall and any losses which the Trustee may suffer which arise out of or in connectionwith a failure by the Pejaten Village Vendors to comply with any of their joint andseveral obligations in the Pejaten Village SPAs.Binjai Supermall Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant towhich Bridgewater will indemnify the Trustee against certain liabilities or damage suffered bythe Trustee arising out of or in connection with the Binjai Supermall SPA, subject to certainterms and conditions (the “Binjai Supermall Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Binjai Supermall SPA:A-18

(i)(ii)all and any losses which the Trustee may suffer in connection with a breach by theBinjai Supermall Vendor of any of its warranties and representations in the BinjaiSupermall SPA;all and any losses which the Trustee may suffer, including, but not limited to, lossof rental, service charges, carpark and other income and claims for losses fromexisting or potential tenants, which arises out of or in connection with cases beforeany courts, tribunals and governmental authorities, agencies or bodies in therelevant jurisdictions, including the Indonesian Business Competition SupervisoryCommission, whether directly or indirectly; and(iii) all and any losses which the Trustee may suffer which arises out of or inconnection with a failure by the Binjai Supermall Vendor to comply with any of itsjoint and several obligations in the Binjai Supermall SPA.A-19

7. EVALUATION OF THE WHITEWASH RESOLUTIONIn arriving at our opinion in relation to the Whitewash Resolution, we have taken into accountthe following key factors:7.1 Rationale for the Whitewash ResolutionThe Manager has provided the reasons for the Whitewash Resolution, the following rationaleextracted from section 6.3 of the Circular:“6.3. Rationale for the Whitewash ResolutionThe Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units inits own capacity, and the rationale for allowing the Manager to do so is set out as follows.Pursuant to Clause 15.2.1 of the Trust Deed, the Acquisition Fees are payable to theManager in the form of cash and/or Units (as the Manager may elect). However, theManager is required under paragraph 5.6 of the Property Funds Appendix to receive theAcquisition Fee in Units. Accordingly, without the Whitewash Resolution, and in view ofRule 14.1(a) of the Code, the Manager will not be able to receive the Acquisition Fees thatit is entitled to as it will neither be able to receive the Acquisition Fees in cash nor in Units.In that case, this may disincentivise the Manager from actively sourcing for and pursuingacquisition opportunities from Interested Parties, even if such acquisitions may bebeneficial to Unitholders.The Manager is also of the view that allowing it to receive the Acquisition Fees in Unitswill demonstrate the long-term commitment of the Manager and of the Sponsor to LMIRTrust. It will also further align the interests of the Manager with Unitholders, incentivisingthe Manager to raise the performance of LMIR Trust to the benefit of Unitholders.The Manager also wishes to note that pursuant to paragraph 5.6 of the Property FundsAppendix, the Acquisition Fee Units cannot be sold within one year from the date of theirissuance and so there is sufficient safeguard in place to prevent the Manager fromimmediately selling down the Acquisition Fee Units.”7.2 Pricing of the UnitsThe Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee shall be payableto the Manager in Units to be issued at an issue price based on the volume weighted averageprice (“VWAP”) for a Unit for all trades on the SGX-ST for the period of 10 business daysimmediately preceding the Proposed Completion (the “10-day VWAP”).We have reviewed and selected completed precedent acquisition fee unit issuances announcedby other real estate investment trusts listed on SGX ST from 24 Aug 2009 until the LatestPracticable Date:A-20

AnnouncementDateCompletionDateREITPrope rtyBasis of acquisitionfeeDetermination of the issue price of Unitsas payment of the Acquisition FeeAcquisitionfee (S$m)Number ofunits issuedIssue price(S$)28 Dec 2011 17 Feb 2012 Fortune REIT Belvedere Garden Property andProvident Centre Property, Hong17 Oct 2011 14 Dec 2011 K-REIT Asia 87.51% in Ocean Financial Centre,Singapore1% Based on the prevailing market price on theSGX-ST, being 17 Feb 20121% Based on 10-business days VWAP preceding thecompletion date, being 14 Dec 2011HK$19.0m 4,809,152 HK$3.950820.1 23,534,019 0.8629 Jul 2011 23 Sep 2011 Frasers CentrePointT rustBedok Point, Singapore 1% Based on the issue price per unit pursuant to theprivate placement carried out to fund theacquisition as announced on 15 Sept 201106 May 2011 30 Jun 2011 CapitaRetail China Trust New Min Zhong Le Yuan Mall, China Up to 1.5% of thepurchase price of theasset acquired for lessthan S$200.0 mil26 Oct 2010 09 Dec 2010 Suntec REIT 33.33% interest in Marina BayFinancial Centre Towers 1 & 2 andMarina Bay Link Mall, Singapore11 Oct 2010 15 Dec 2010 K-REIT Asia 33.33% interest in Marina BayFinancial Centre Towers 1 & 2 andMarina Bay Link Mall, SingaporeBased on 10-business days VWAP preceding therelevant issue date, being 18 Jul 20111% Based on 10-business days VWAP preceding therelevant issue date, being 10 Dec 20101% Based on 10-business days VWAP preceding thecompletion date, being 15 Dec 201018 Nov 2009 28 Jun 2010 Starhill Global REIT Starhill Gallery and Lot 10, Malaysia 1% Based on 10-business days VWAP preceding therelevant issue date, being 12 July 20101.3 913,669 1.391.1 922,377 1.2415.0 10,266,300 1.4614.3 10,088,383 (1) 1.414.4 7,909,654 0.5609 Feb 2010 01 Jul 2010 CapitaMall Trust Clarke Quay, Singapore 1% Not available 2.7 1,432,312 1.8722 Oct 2007 and 7Jan 201005 Feb 2010 Frasers CentrePointT rustNorthpoint 2 and Yew Tee Point,Singapore24 Aug 2009 15 Oct 2009 Fortune REIT Metro Town, Caribbean Bazaar andHampton Loft, Hong Kong1% Based on the issue price per unit pursuant to theprivate placement carried out to fund theacquisition as announced on 27 Jan 20101% Based on the higher of (i) theoretical ex-rightsprice of $3.20 (ii) rights issue price of HK$2.292.9 2,181,954 1.33HK$20.4 m 6,371,875 HK$3.2023 Oct 2012Lippo Malls IndonesiaRetail TrustPejaten Village and BinjaiSupermall, Indonesia1%Based on the 10-business day VWAPpreceding the Proposed Completion1.3 TBD (2) TBD (2)Notes:(1) Concurrent with the acquisition of 33.33% interest in Marina Bay Financial Centre Towers 1 & 2 and Marina BayLink Mall (“MBFC”), K-REIT Asia simultaneously divested Keppel Towers and GE Towers. The total number ofunits issued for the aforementioned transaction was 12,114,120 units. The number of units issued for the payment ofacquisition fee for MBFC, being 10,088,383, was calculated based on 1% of the purchase consideration of S$1,426.8million divided by the issue price of S$1.4143 per unit.(2) As at the Latest Practicable Date the number of Units issued and the issue price is still to be determined (“TBD”) asthe computation of the issue price is based on the 10-business days VWAP preceding the Proposed Completion.Source: Respective REITS’ announcements and transaction circulars obtained from SGX websiteThe Independent Directors should note that certain circumstances and terms relating to theselected completed precedent acquisition fee unit issuances are unique and might not beidentical to the issuances made in respect of the Pejaten Village Acquisition Fee and the BinjaiSupermall Acquisition Fee, and may be dependent on the market sentiments prevailing at thetime of such issuances.The selected companies which had carried out the selected completed precedent acquisition feeunit issuances might be different from LMIR Trust in terms of composition of business activities,scale of operations, risk profile, geographical spread of activities, track record, futureprospects and other relevant criteria. In addition, the list of selected completed precedentacquisition fee unit issuances is by no means exhaustive and information relating to the selectedcompanies was compiled from publicly available information.The Independent Directors should note that the above comparison merely is for illustrativepurposes and serves as a general guide only.We observe from the above that the selected completed precedent issues were undertakenpursuant to an identical, or at least like, pricing formula.In addition to the above, we note Listing Rule 811(1) of the Listing Manual, which allowscompanies to issue shares at up to a 10% discount to the weighted average price for trades doneon the Exchange for the full market day on which the placement or subscription agreement issigned.A-21

We note that the pricing of the Pluit Village Acquisition Fee Units will be at S$0.425 per Unit,this being in accordance with the approval given by Unitholders at the time of the acquisition ofPluit Village. We note that, as disclosed in the circular to Unitholders dated 3 October 2011,Clause 15.2.1(i) of the Trust Deed permitted the Manager to receive the Pluit VillageAcquisition Fee Units at a lower price of S$0.31 per Unit.7.3 Potential dilution arising from the Acquisition Fee Units issuanceThe maximum possible increase in the unitholdings of the Manager would occur in the scenariowhere the Manager elects to receive its full entitlement to the acquisition fees in relation to thePluit Village Acquisition and the Proposed Acquisitions in Units, without breaching the“public” float requirement set out in Rule 723 of the Listing Manual, being an aggregate of8,620,760 Units, the aggregated unitholding of the Sponsor and parties acting in concert with itimmediately after the issue of the Pluit Village Acquisition Fee Units, the Pejaten VillageAcquisition Fee Units and the Binjai Supermall Acquisition Fee Units to the Manager will be30.23%.The following table sets out the respective unitholdings of the Sponsor and parties acting inconcert with it if the Manager receives the Acquisition Fee Units.Unitholdings of the Sponsor and parties acting in concert with itBefore the issue of theAcquisition Fee UnitsImmediately after the issue of theAcquisition Fee UnitsIssued Units 2,183,818,115 2,191,938,875Number of Units held by theSponsor and parties acting inconcert with itNumber of Units held byUnitholders, other than theSponsor and parties acting inconcert with it% of issued Units held by theSponsor and parties acting inconcert with it% of Issued Units held byUnitholders, other than theSponsor and parties acting inconcert with it654,414,003 662,534,7631,529,404,112 1,529,404,11229.97% 30.23%70.03% 69.77%Notes:(1) As disclosed in the circular to Unitholders dated 3 October 2011, while clause 15.2.1(i) of the Trust Deed allowsthe Manager to receive the Pluit Village Acquisition Fee Units at an issue price of S$0.31 per Unit, the Managerhas elected to receive the Pluit Village Acquisitio Fee Units at the issue price of S$0.425 per Unit instead. As thePluit Village Acquisition Fee Units were not issued to the Manager within three months of the extraordinarygeneral meeting held on 20 October 2010, the approval granted by the Independent Unitholders on 20 October2011 would have to be refreshed in order for the Manager to receive the Pluit Village Acquisition Fee Units.(2) The number of Acquisition Fee Units is calculated based on the assumption that (i) the Pejaten Village AcquisitionFee and the Binjai Supermall Acquisition Fee payable to the Manager in Units would be issued at an issue price ofS$0.4795 per Unit and (ii) the Pluit Village Acquisition Fee payable to the Manager in Units would be issued at anissue price of S$0.425 per Unit. Please see paragraph 4.3 in the Circular for further details.A-22

The Independent Directors should note that in the event that the Whitewash Resolution ispassed, the Sponsor and parties acting in concert with it may increase their unitholdings inLMIR Trust in accordance with the table shown.7.4 Nature of the Acquisition Fee UnitsWe note that pursuant to Clause 15.2.1 of the trust deed constituting the LMIR Trust (asamended), the Manager has an entitlement to the Acquisition Fee.Whilst the Manager may typically elect to receive the Acquisition Fee in the form of cash and/orUnits, the Manager is required under paragraph 5.6 of the Property Funds Appendix to receivethe Acquisition Fee in Units, as a result of it being payable in respect of acquisitions frominterested parties.We note that without the Whitewash Resolution, the Manager will not be able to receive theAcquisition Fees that it is entitled to. A failure to pass the Whitewash Resolution maydisincentivise the Manager from actively sourcing for and pursuing acquisition opportunitiesfrom Interested Parties, even if such acquisitions may be beneficial to Unitholders.7.5 Moratorium on sale of Acquisition Fee UnitsIn accordance with paragraph 5.6 of the Property Funds Appendix which applies to InterestedParty Transactions, the Units to be issued as payment of the Pejaten Village Acquisition Fee andthe Binjai Supermall Acquisition Fee are not to be sold within one year from their date ofissuance.8. OUR OPINIONSHaving carefully considered the information available to us and our analysis set out above, andbased upon the monetary, industry, market, economic and other relevant conditions subsistingon the Latest Practicable Date, we are of the opinion that:In accordance with Chapter 9 of the Listing Manual, the Pejaten Village Acquisition ison normal commercial terms and is not prejudicial to LMIR Trust and the minorityUnitholders.In accordance with Paragraph 5 of the Property Funds Appendix, the Pejaten VillageAcquisition is on normal commercial terms and is not prejudicial to the minorityUnitholders.In accordance with Chapter 9 of the Listing Manual, the Binjai Supermall Acquisitionis on normal commercial terms and is not prejudicial to LMIR Trust and the minorityUnitholders.In accordance with Paragraph 5 of the Property Funds Appendix, the Binjai SupermallAcquisition is on normal commercial terms and is not prejudicial to the minorityUnitholders.The Whitewash Resolution is on normal commercial terms and is not prejudicial toLMIR Trust and the minority Unitholders.A-23

This opinion is addressed to:The Independent Directors and the Trustee for their use and benefit, in connection withand for the purpose of their consideration of the Pejaten Village Acquisition.The Independent Directors and the Trustee for their use and benefit, in connection withand for the purpose of their consideration of the Binjai Supermall Acquisition.The Independent Directors for their use and benefit, in connection with and for thepurpose of their consideration of the Whitewash Resolution.The recommendations to be made by the Independent Directors to the Unitholders shallremain their responsibility.A copy of this letter may be reproduced in the Circular.This opinion is governed by, and construed in accordance with, the laws of Singapore, andis strictly limited to the matters stated herein and does not apply by implication to any othermatter.Your faithfullyfor and on behalf ofKPMG Corporate Finance Pte LtdVishal SharmaExecutive DirectorJeremy BogueAssociate DirectorA-24

APPENDIX BINFORMATION ABOUT THE ENLARGED PORTFOLIO1. PROPOSED ACQUISITIONS1.1 Pejaten Village1.1.1 Description of Pejaten VillagePejaten Village is a six-level retail mall (including one basement level) built in 2009,with a gross floor area (“GFA”) of 91,749 sq m and NLA of about 41,847 square m. Theretail mall is located within a strategic area in the heart of South Jakarta and bears thepostal address of Jalan Warung Jati Barat No. 39, Jati Padang Sub District, PasarMinggu District, South Jakarta Region, DKI Jakarta Province, Indonesia.Pejaten Village is surrounded by commercial developments such as medium-riseoffice buildings, shop houses and hotels. This location is within proximity to theKemang area, which is a popular residential area for the expatriates in Jakarta.Anchored by Matahari Department Store and Hypermart, the 146 tenants provideshoppers with a diverse and comprehensive tenant mix. Pejaten Village offers bothdestination and convenience shopping, and is supported by its central location, whichis easily accessible by cars and public transport. The specialty tenants of PejatenVillage include well known international and domestic retailers and brand names suchas J.CO Donuts & Coffee, Fitness First, Body Shop, Domino’s Pizza and many others.The table below sets out a summary of selected information on Pejaten Village (as at30 June 2012 unless otherwise stated).Address/LocationJalan Warung Jati Barat No. 39, Jati Padang SubDistrict, Pasar Minggu District, South JakartaRegion, DKI Jakarta Province, IndonesiaTitle details 1. SHGB No. 742/Pejaten for a parcel of landwith an area of 15,234 sq m;2. SHGB No. 1223/Pejaten for a parcel of landwith an area of 708 sq m; and3. SHGB No. 1224/Pejaten for a parcel of landwith an area of 2,720 sq m.Description/Existing Use A six-level retail mall including one basement levelParking bays851 car lots, 550 motorcycle lotsValidity period of land titles SHGB No. 742/Pejaten: until 3 November 2027SHGB No. 1223/Pejaten: until 10 March 2022SHGB No. 1224/Pejaten: until 10 March 2022Year of completionof buildingEach HGB title may be extendable for 20 years2009B-1

Occupancy rate (as at30 September 2012)Average gross rent (1)Number of tenants (as at 30September 2012)96.3%Rp.151,000 psm per month147GFA (sq m) 91,749NLA (sq m) 41,847 as at 30 June 2012Gross revenue for 6M2012 Rp.47.3 billion (2)Net property income for6M2012EncumbrancesValuation by KJPP WR (4)Valuation by KJPP RHP (5)Restriction in interest (6)Notes:1.2 Binjai SupermallRp.35.0 billion (3)NilRp.870.15 billionRp.841.00 billionNil(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.(2) Comprises gross rental income, car park income and other income pertaining to Pejaten Villageincluding service charge.(3) Excludes depreciation of investment property for Pejaten Village.(4) Based on KJPP WR’s valuation report dated 30 June 2012.(5) Based on KJPP RHP’s valuation report dated 30 June 2012.(6) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers andrights of a registered proprietor to deal with the land including restriction on the right to transfer,charge and/or encumber the land and/or the building.1.2.1 Description of Binjai SupermallBuilt in 2007, Binjai Supermall is the first and only modern retail mall in Binjai City.Binjai Supermall is a three-level retail mall, and is currently undergoing an expansionand renovation program which is expected to increase its NLA by more than 25% byend 2012.Binjai Supermall is prominently located along the main road which connects the Binjaiand Medan city, and bears the postal address Jalan Soekarno Hatta No. 14, Timbanglangkat Sub District, East Binjai District, Binjai City, North Sumatra, Indonesia. Theretail mall is positioned as a lifestyle mall for the middle to upper middle incomesegments of the retail market. Binjai Supermall targets a wide range of customers,including families, business professionals as well as teenagers.The tenants of Binjai Supermall include well known domestic and Internationalretailers and brand names such as Matahari Department Store, Gramedia, Hypermart,Texas Chicken and Dunkin Donuts.B-2

The table below sets out a summary of selected information on Binjai Supermall (asat 30 June 2012 unless otherwise stated).Address/LocationTitle detailsDescription/Existing UseParking baysValidity period of land titlesYear of completionof buildingOccupancy rate (as at 30September 2012)Average gross rent (1)Number of tenants (as at 30September 2012)Jalan Soekarno Hatta No.14, Timbang LangkatSub District, East Binjai District, Binjai City, NorthSumatra Province, IndonesiaSHGB No. 93 with an area of 13,267 sq mA three-level retail mall591 car lots and 850 motorcycle lotsUntil 2 September 2016, and may be extendablefor 20 years200791.2%Rp.83,000 psm per month83GFA (sq m) 37,332NLA (sq m) (as at 30 June2012)Gross revenue for the6M2012Net property income for6M2012EncumbrancesValuation by KJPP WR (4)Valuation by KJPP RHP (5)Restriction in interest (6)Notes:17,787Rp.12.6 billion (2)Rp.4.4 billion (3)NilRp.253.90 billionRp.247.00 billionNil(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.(2) Comprises gross rental income, car park income and other income pertaining to Binjai Supermallincluding service charge.(3) Excludes depreciation of investment property for Binjai Supermall.(4) Based on KJPP WR’s valuation report dated 30 June 2012.(5) Based on KJPP RHP’s valuation report dated 30 June 2012.(6) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers andrights of a registered proprietor to deal with the land including restriction on the right to transfer,charge and/or encumber the land and/or building.B-3

2. RECENT ACQUISITIONSLMIR Trust had recently completed the Recent Acquisitions, being the acquisitions ofPalembang Square, Palembang Square Extension, Tamini Square and KJI. For theavoidance of doubt, the Recent Acquisitions do not constitute Interested PersonTransactions under Chapter 9 of the Listing Manual, and the Manager is of the view thatthese acquisitions are made in the ordinary course of LMIR Trust’s business.2.1 Palembang Square2.1.1 Description of Palembang SquarePalembang Square is a four-level retail mall located in Palembang, South Sumatra,Indonesia, bearing the postal address Jalan Angkatan 45/POM IX, Lorok Pakjo SubDistrict, Ilir Barat 1 District, Palembang City, South Sumatera Province.Palembang Square is part of a mixed-use development consisting of a hotel, aproposed hospital and Palembang Square Extension and has an NLA (after thecompletion of a refurbishment and repositioning exercise) of 31,448 sq m.Its anchor tenants is well complemented by international and local specialty tenantswhich include restaurants, fashion labels, a cinema, bookstores, a video game centreand home furnishing store.The mall is currently undergoing an expansion and renovation program which isexpected to increase its NLA by more than 30%. The new expanded area will housea cinema and is also intended to include a karaoke and a game centre.The table below sets out a summary of selected information on Palembang Square (asat 30 June 2012 unless otherwise stated).Address/LocationTitle detailsJalan Angkatan 45/POM IX, Lorok Pakjo SubDistrict, Ilir Barat 1 District, Palembang City,South Sumatera Province, IndonesiaConsist of 389 strata title certificatesDescription/Existing Use A four-level retail mallParking bays573 car lots and 1,488 motorcycle lotsValidity period of HGB title Until 2 September 2039Year of completion2004of buildingOccupancy rate(as at 30 September 2012)Average gross rent (1)Number of tenants(as at 30 September 2012)96.2%Rp.88,000 psm per month115GFA (sq m) 44,850NLA (sq m) 23,665B-4

Gross revenue for 6M2012 Rp.23.6 billion (2)Net property income for6M2012EncumbrancesValuation by KJPP RHP (4)Restriction in interest (5)Notes:Rp.16.4 billion (3)NilRp.583.00 billionNil(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.(2) Comprises gross rental income, car park income and other income pertaining to Palembang Squareincluding service charge.(3) Excludes depreciation of investment property for Palembang Square.(4) Based on KJPP RHP’s valuation report dated 30 June 2012.(5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers andrights of a registered proprietor to deal with the land including restriction on the right to transfer,charge and/or encumber the land and/or building.2.2 Palembang Square Extension2.2.1 Description of Palembang Square ExtensionPalembang Square Extension is a two-level retail mall (including one undergroundlevel) with a bridge, and with a parking area with 250 car lots and 800 motorcycles lots.The mall is located in Palembang, South Sumatra, Indonesia, bearing the postaladdress Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District,Palembang City, South Sumatera Province. Palembang Square Extension is part of amixed-use development consisting of a hotel, a proposed hospital and an existing mallwith an NLA of 17,326 sq m. Palembang Square Extension is directly connected toPalembang Square and the proposed hospital via a bridge.The underlying BOT Land, on which Palembang Square Extension is constructed, isrepresented by Right to Use (Hak Pakai) No. 419/Lorok Pakjo, registered under thename of Government of South Sumatera Province (which currently is in the process ofbeing converted into Right to Manage). The BOT Grantor is currently in the process ofapplying for the Right to Manage (Hak Pengelolaan) in relation to an additional areaof 7,055 sq m.B-5

The table below sets out a summary of selected information on Palembang SquareExtension (as at 30 June 2012 unless otherwise stated).Address/LocationTitle detailsDescription/Existing UseParking baysValidity period of the BOTAgreementYear of completionof buildingOccupancy rate (as at 30September 2012)Average gross rent (1)Number of tenants (as at 30September 2012)Jalan Angkatan 45/POM IX, Lorok Pakjo SubDistrict, Ilir Barat 1 District, Palembang City,South Sumatera Province, IndonesiaRight to Use (Hak Pakai) No. 419/Lorok Pakjounder the name of Provincial Government ofSouth Sumatera (which currently is in the processof being converted into Right to Manage (HakPengelolaan) 1A two-level retail mall (including one undergroundlevel) with a bridge250 car lots and 800 motorcycle lotsUntil 25 January 2041201290.6%Rp.188,000 psm per month35GFA (sq m) 45,886NLA (sq m) 17,326Gross revenue for the6M2012Net property income for6M2012EncumbrancesValuation by KJPP RHP (4)Restriction in interest (5)Notes:Rp.5.7 billion (2)Rp.2.5 billion (3)NilRp.232 billionApproval from the Government of South SumateraProvince(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.(2) Comprises gross rental income, car park income and other income pertaining to Palembang SquareExtension including service charge.(3) Excludes depreciation of investment property for Palembang Square Extension.(4) Based on KJPP RHP’s valuation report dated 30 June 2012.(5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers andrights of a registered proprietor to deal with the land including restriction on the right to transfer,charge and/or encumber the land and/or building.1 Based on the BOT Agreement, the BOT Grantor has granted the BOT Grantee a right to develop and manage landwith an area over 23,285 sq m. The total area of the Right to Use (Hak Pakai) No. 419/Lorok Pakjo which is currentlyin the process of being converted into Right to Manage (Hak Pengelolaan) in the name of the BOT Grantor is 16,256sq m. In addition, based on information from the BOT Grantee, the BOT Grantor is currently in the process ofapplying for the Right to Manage (Hak Pengelolaan) in relation to an additional area of 7,055 sq m. In suchoccurrence, the total area for the Right to Manage (Hak Pengelolaan) that will be owned by the BOT Grantor is23,311 sq m.B-6

2.3 Tamini Square2.3.1 Description of Tamini SquareTamini Square is a seven-level (including two basement levels) strata titled retail malllocated in the city of Jakarta, Indonesia, bearing the postal address Jalan Raya TamanMini Pintu 1 No. 15, Pinang Ranti Sub District, Makasar District, East Jakarta Region,DKI Jakarta Province).The retail mall is located within close proximity to one of Jakarta’s popular touristdestinations Taman Mini Indonesia Indah, which is a culture-based recreationalattraction in east Jakarta and draws large shopping and dining traffic daily.LMIR Trust has acquired 37 strata title units (Hak Milik Atas Satuan Rumah Susun) inTamini Square aggregating a total NLA of 17,475 sq m (representing 44% of the totalNLA of Tamini Square). The units are currently fully occupied by anchor tenant suchas Carrefour, Pizza Hut and other well known specialty tenants in the F&B sector.The strata title units are built on a plot of land with a HGB title with an expiry date of28 April 2025.The table below sets out a summary of selected information on Tamini Square (as at30 June 2012 unless otherwise stated).Address/LocationTitle detailsDescription/Existing UseParking baysValidity period of HGB titlesYear of completionof buildingOccupancy rate(as at 30 September 2012)Average gross rent (1)Number of tenants(as at 30 September 2012)Jalan Raya Taman Mini Pintu 1 No. 15, PinangRanti Sub District, Makasar District, East JakartaRegion, DKI Jakarta Province, IndonesiaConsist of 37 strata title certificatesA seven-level retail mall including two basementlevels902 car lots and 992 motorcycle lotsUntil 26 September 2015, and may be extendablefor 20 years2006100%Rp.72,500 psm per month13GFA (sq m) 18,963NLA (sq m) 17,475Gross revenue for the6M2012Net property income for6M2012EncumbrancesValuation by KJPP RHP (4)Restriction in interest (5)Rp.10.5 billion (2)Rp.8.8 billion (3)NilRp.235.00 billionNilB-7

Notes:(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.(2) Comprises gross rental income, car park income and other income pertaining to Tamini Squareincluding service charge.(3) Excludes depreciation of investment property for Tamini Square.(4) Based on KJPP RHP’s valuation report dated 30 June 2012.(5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers andrights of a registered proprietor to deal with the land including restriction on the right to transfer,charge and/or encumber the land and/or building.2.4 KJI2.4.1 Description of KJIKJI is a five-level (including one basement level) retail mall located in the city ofJakarta, Indonesia, bearing the postal address Jalan Raya Bogor Km 19, Kramat JatiSub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province. KJI hasan NLA of 32,540 sq m, and a favourite destination for shopping and dining for thelocal population in East Jakarta.KJI is situated 2.5 km south of Jakarta’s Jagorawi toll road and is easily accessiblefrom the main road. Hence, the mall has good accessibility to passing traffic. KJI’snotable developments in the close vicinity includes Taman Mini Indonesia Indah whichis a culture-based recreational area in East Jakarta and Halim PerdanakusumaAirport.Completed in 1996, KJI had undergone refurbishment works in 2004 and as well asrecently this year in 2012.The table below sets out a summary of selected information on KJI (as at 30 June 2012unless otherwise stated).Address/LocationJalan Raya Bogor Km 19, Kramat Jati Sub District,Kramat Jati District, East Jakarta Region, DKIJakarta Province, IndonesiaTitle details 1. SHGB No. 15/Kramat Jati;2. SHGB No. 24/Kramat Jati; andDescription/Existing UseParking baysValidity period of landtitles3. SHGB No. 42/Kramat Jati.A five-level retail mall including one basement level716 car lots and 718 motorcycle lotsSHGB No. 15//Kramat Jati: until 24 October 2024SHGB No. 24/Kramat Jati: until 17 May 2027SHGB No. 42/Kramat Jati: until 2 November 2031Year of completionof buildingEach HGB title may be extendable for 20 years1996B-8

Occupancy rate (as at 30September 2012)Average gross rent (1)Number of tenants (as at30 September 2012)50.3%Rp.33,000 psm per month38GFA (sq m) 65,511NLA (sq m) 32,540Gross revenue for the6M2012Net property income for6M2012EncumbrancesValuation by KJPP RHP (4)Restriction in interest (5)Notes:Rp.28.2 billion (2)Rp.18.9 billion (3)NilRp.552 billionNil(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.(2) Comprises gross rental income, car park income and other income pertaining to KJI including servicecharge.(3) Excludes depreciation of investment property for KJI.(4) Based on KJPP RHP’s valuation report dated 30 June 2012.(5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers andrights of a registered proprietor to deal with the land including restriction on the right to transfer,charge and/or encumber the land and/or building.2.4.2 Rental Guarantee in respect of KJIKJI had undergone an asset enhancement initiative (“AEI”), with a substantial part ofthe works having been completed in 3Q2012.As at June 2012, the occupancy rate at KJI was approximately 51%. As a large partof the AEI has now been completed, the mall operations are expected to improve andoccupancy is projected to increase upon stabilisation of the mall. In the interim, the KJIVendor has provided a rental guarantee to LMIR Trust in respect of KJI pursuant to adeed of rental guarantee (the “KJI Deed of Rental Guarantee”), which is for theamount of Rp.10.75 billion (S$1.4 million) per quarter (“Guaranteed Sum”) for FY2013and FY2014 (which will be partially backed by a banker’s guarantee for the amount ofRp.15.00 billion (S$1.9 million).The KJI Deed of Rental Guarantee is a rental revenue guarantee and is intended toinsulate LMIR Trust due to the recently completed AEI, as well as to insulate LMIRTrust from unforeseen changes or disruptions in the business conditions of KJI or theIndonesia retail market. Under the terms of the KJI Deed of Rental Guarantee, the KJIVendor, being the guarantor, will make good any shortfall between the actual rentachieved by KJI and the agreed rental guarantee amount for each of the respectivequarters during FY2013 and FY2014.The board of directors of the Manager is of the view that the KJI Deed of RentalGuarantee is in the interest of LMIR Trust as it offers protection to LMIR Trust in theevent that the gross rental revenue in respect of KJI for the relevant quarter falls belowthe guaranteed amount for the term of the KJI Deed of Rental Guarantee.B-9

3. THE SEPTEMBER 2012 PORTFOLIOThe September 2012 Portfolio comprises Gajah Mada Plaza, Cibubur Junction, PlazaSemanggi, Mal Lippo Cikarang, Ekalokasari Plaza, Bandung Indah Plaza, Istana Plaza, SunPlaza, Pluit Village and Plaza Medan Fair (collectively, the “Retail Malls”), as well as MallWTC Matahari Units, Metropolis Town Square Units, Depok Town Square Units, JavaSupermall Units, Malang Town Square Units, Plaza Madiun and Grand Palladium MedanUnits (collectively, the “Retail Spaces”).3.1 Description of the September 2012 PortfolioThe table below sets out the lease expiry profile by NLA in the September 2012 Portfolio asat 30 September 2012.Lease Expiry Profile (1) by NLA as at 30 September 20122012 2013 2014 2015 2016 and beyondThe Retail Malls 3% 12% 14% 15% 30%The Retail Spaces 0% 0% 0% 0% 17%Note:(1) The lease expiry profile is based on the percentage of actual running leases (which exclude the vacantspaces, temporary leases and the letters of intent signed) expiring per year out of the total leasable areawhich amount to 546,776 sq m as at 30 September 2012.Descriptions of each of the properties in the September 2012 Portfolio are set out below:RETAIL MALLS(1) Gajah Mada PlazaGajah Mada Plaza, aggregating a total NLA of 35,193 sq m as at 30 September 2012,is a seven storey with one basement level shopping centre and parking lots comprising885 car lots and 900 motorcycle lots. The mall is located prominently in the heart ofJakarta’s Chinatown, an established and well-known commercial area in the city.Situated along Jalan Gajah Mada, one of the main roads in Jakarta, Gajah Mada Plazais positioned as a one-stop shopping, dining and entertainment destination for middleto upper income families as well as professional executives and students from theoffices and schools within its vicinity.The 197 tenancies in the mall provide a diverse and complementary tenant mixanchored by Hypermart. The mall’s strong leisure and entertainment component, whichincludes a cinema, restaurants, family karaoke outlets, a discotheque, video gamecentres, a fitness centre and a swimming pool, all of which adds to the overallattractiveness of Gajah Mada Plaza.Gajah Mada Plaza has 202 retail tenants, based on all current leases in respect of theProperties as at 30 September 2012 (“Current Leases”). The tenant profile of the mallcomprises a diverse set of tenants from a wide variety of trade sectors. The mall isanchored by Hypermart, which occupies 14.9% of the mall’s NLA as at 30 September2012. The other prominent tenants include Millenium International Executive Club,which operates as a restaurant during the day and as a discotheque late at night, J-CoDonuts, Kentucky Fried Chicken, Pizza Hut and Inul Vista Karaoke.B-10

The mall has a good tenancy mix which caters to the daily needs of its customers. It isalso well known for its specialty stores providing products and services such as pets’shops, jewellery, information technology products, dining and entertainment.Occupancy in this mall remained strong at 98.6% as at 30 September 2012.(2) Mal Lippo CikarangMal Lippo Cikarang, aggregating a total NLA of 30,204 sq m as at 30 September 2012,is a two-level retail mall with parking lots comprising 477 car lots and 935 motorcyclelots located within the Lippo Cikarang estate. The estate is approximately 40 km eastof Jakarta and is connected to Jakarta via the Jakarta-Cikampek toll road. Comprisingindustrial, commercial and residential components, the Lippo Cikarang estate is hometo 25,000 residents and approximately 65,000 jobs.Mal Lippo Cikarang is the main shopping centre in the estate and has limitedcompetition within an approximately 10-km radius. The mall is anchored by MatahariDepartment Store and Hypermart, and complemented by mini anchors such as acinema, a bookshop, a video game centre, restaurants and dining outlets.As at 30 September 2012, Mal Lippo Cikarang has 155 retail tenants based on CurrentLeases. The mall is anchored by Matahari Department Store, Hypermart, whichcollectively occupy 48.1% of the mall’s NLA as at 30 September 2012, and is wellcomplemented by a diverse set of specialty tenants from a wide variety of trade sectors.The prominent specialty tenants include Timezone, Kentucky Fried Chicken, Wendy’sRestaurant, Pizza Hut, The Executive, Dunkin Donuts and Johnny Andrean Salon.The mall has achieved an occupancy rate of 100.0% as at 30 September 2012.(3) Cibubur JunctionCibubur Junction, aggregating a total NLA of 34,078 sq m as at 30 September 2012, isa five storey retail mall with one basement level and partial roof top level with 636 carlots and 500 motorcycle lots. The mall is located strategically in the middle of Cibuburwhich is one of the most affluent and upmarket residential areas in Jakarta. The mall issituated five km south of Jakarta’s Jagorawi toll road and is easily accessible and visiblefrom the main road.Its anchor tenants, Hypermart and Matahari Department Store are well complementedby international and local specialty tenants which include restaurants, fashion labels, acinema, bookstores, a video game centre and a fitness centre.As at 30 September 2012, Cibubur Junction has 210 retail tenants based on CurrentLeases. The tenant profile of the mall comprises international brand names which targetthe middle to upper middle income residents within the trade area. These retailersinclude The Body Shop, Giordano, Polo Ralph Lauren, Charles & Keith, Guardian,Planet Surf, Starbucks Coffee and Pizza Hut.The lower ground floor is anchored by Hypermart, which accounts for 25.9% of the NLAas at 30 September 2012. The ground floor predominantly comprises retailers sellingbranded fashion and accessories, and quality F&B retailers. The lower ground floor andthe ground floor are also used for exhibition and temporary leasing.The upper ground and first floor are anchored by the Matahari Department Store, whichis expanding to the second floor. The expanded Matahari Department Store accountsfor 16.2% of the NLA as at 30 September 2012. The upper ground and first floorB-11

comprise a mix of specialty retailers in trade sectors such as fashion, children’s wear,accessories and beauty. A large Sports Warehouse store is on the first floor whileKarisma Bookstore is on the upper ground.The tenant mix on the second floor focuses on entertainment and lifestyle. This floorincludes the expanded Matahari Department Store, Timezone, Fitness First and Studio21 Cinema. There are also a large number of small tenancies such as electronics andhandphone retailers. The top level comprises Fitness First and Studio 21 Cinema(which has four screens).An AEI was undertaken at the second level of Cibubur Junction in 2009.Reconfiguration was carried out to create 1,376 sq m of lettable space from the existing1,035 sq m, thus offering a single corridor layout. The reconfiguration cost was Rp.1.8billion but the annual rental was projected at Rp.1.6 billion.(4) Plaza SemanggiThe Plaza Semanggi, aggregating a total NLA of 63,652 sq m as at 30 September 2012,is a modern shopping centre comprising seven storey and two basement levelsshopping centre and 13 levels of office floors, with parking lots comprising 1,090 car lotsand 800 motorcycle lots. The Plaza Semanggi is strategically located in the heart ofJakarta’s central business district (“CBD”) within the city’s Golden Triangle at theSemanggi interchange, which is a junction channeling north-south and east-west trafficacross central Jakarta. The centre is situated among many commercial buildings andadjacent to Atmajaya University, one of Jakarta’s most prominent universities.Anchored by Centro Department Store and Giant Hypermarket, the 429 tenants provideall categories of shoppers with a diverse and comprehensive tenant mix. The PlazaSemanggi offers both destination and convenience shopping, and is supported by itscentral location, which is easily accessible by cars and public transport.As at 30 September 2012, The Plaza Semanggi had 429 retail tenants based on CurrentLeases. The mall is anchored by the only Centro Department Store located in Jakarta.This Centro Department Store occupies three levels, namely the upper ground floor,level one and level two, with Fitness First also occupying space across levels one andtwo.The lower ground floor is occupied by Giant Hypermarket. The ground floor includes asignificant number of retailers selling F&B, retail services, gifts, and health and beautyproducts.The upper ground floor contains a number of international fashion retailers tocomplement the department store and to cater for middle to upper middle incomevisitors. High profile tenants on the upper ground level include Planet Surf, Giordano,and Adidas, Da Vinci jewellery, Starbucks, Bread Talk and a number of optical retailers.The first floor mainly comprises fashion retailers selling accessories and shoes. Thesecond level focuses on mobile phones, electronics and computers. The third level isdominated by household wares and furniture retailers. Duck King, a popular localrestaurant, is also on the third level. Level 3A houses a traditional food court with smallhawker style retailers and a restaurant precinct. The cinema complex is located on thefifth level.An AEI was undertaken in 2009 to create 975 sq m of specialty space from spacepreviously occupied by an anchor tenant who had downsized its tenancy area. Theformer rental rate was about Rp.65,000 per sq m per month and the new rents areRp.128,000 per sq m per month. As at 30 September 2012, 96.6% of the space isoccupied by tenants.B-12

(5) Ekalokasari PlazaEkalokasari Plaza, aggregating a total NLA of 25,469 sq m as at 30 September 2012,is a six storey with three basement levels retail mall and has parking lots comprising 357car lots and 283 motorcycle lots. The mall is located approximately two km south eastof the Bogor City Centre on a major road, Jalan Siliwangi, and approximately 3.5 kmsouth or five minutes drive from the Bogor exit of the Jagorawi toll road which connectsJakarta to Bogor. Bogor is approximately 50 km south of Jakarta. Ekalokasari Plaza ispositioned as the retail mall of convenience and choice for its population catchment andprovides a comprehensive retail mix anchored by Matahari Department Store,Foodmart supermarket, two large bookstores and a concentration of fashion labels andoutlets.As at 30 September 2012, Ekalokasari Plaza has 142 retail tenants based on CurrentLeases. The tenant profile of the mall comprises a diverse set of tenants. There are 133specialty stores to cater to family shoppers, with products and services ranging fromfashion to music. The mall is anchored by Matahari Department Store and Foodmartsupermarket which account for 39.3% of NLA. The anchor tenants, together with theTimezone amusement centre, occupy the lower ground to the second floor. The otherprominent tenants include Breadtalk, Gramedia bookstore, J-Co Donut, Giordano,Botanical Food Court, Kentucky Fried Chicken and Popeye restaurant.As at 30 September 2012, the occupancy rate of the mall was 92.7% of the total existingNLA of 25,469 sq m.(6) Bandung Indah PlazaBandung Indah Plaza, aggregating a total NLA of 30,158 sq m as at 30 September2012, is a four storey with three basement levels retail mall with parking lots comprising653 car lots and 750 motorcycle lots. It is located strategically in the heart of the CBDof Bandung, the fourth most populous city in Indonesia. The retail mall is easilyaccessible from Jalan Merdeka, a major road which connects North Bandung to SouthBandung, and is surrounded by commercial buildings and middle to upper incomeresidential areas. It is also attached to Hyatt Regency Hotel, one of the leading five-starhotels in Bandung. Bandung Indah Plaza is anchored by Matahari Department Store,Hypermart, a bookstore, a cinema and supported by a list of international and localtenants.As at 30 September 2012, Bandung Indah Plaza has 232 retail tenants based onCurrent Leases. The mall provides a one-stop shopping destination with acomprehensive tenant mix of everyday convenience retailers. The mall is wellpositioned to cater to the youth market, which has strong demand in central Bandungdue to the student population from nearby universities.The ground floor of the mall is anchored by Hypermart, which accounts for 14.9% oftotal NLA. This level also includes F&B outlets such as McDonald’s and Starbucks, andfashion and accessories retailers such as Quicksilver and Giordano.The first level of the mall is anchored by Matahari Department Store, which accounts for19.2% of total NLA. Youth fashion retailers such as City Surf and Levis are also wellrepresented. The second level of the mall is anchored by Matahari Department Storeand Toko Gunung Agung bookstore. Lifestyle retailers include Extreme Store and MGMusic. The third level of the mall comprises Studio 21 Cinema (which has six screens),Timezone and a new food court.Rp.2.2 billion was invested during 2009 to convert the former Yogya Supermarket thatoccupied 1,600 sq m into specialty units. Rentals were raised from Rp.71,500 toRp.162,000 per sq m per month after the space was reconfigured. The return oninvestment for this AEI was above 40% after accounting for loss of rental income duringconstruction. All of the new space is fully occupied.B-13

Another AEI was undertaken at the ex-management office space together with fourspecialty units that were converted into 794 sq m of lettable space and leased to afitness centre operator in October 2009. The rental secured was Rp.80,000 per sq m permonth for a term of three years. The annual rental income is Rp.585.0 million.As at 30 September 2012, the average monthly rental rate of specialty stores isRp.304,000 per sq m per month.(7) Istana PlazaIstana Plaza, aggregating a total NLA of 26,893 sq m as at 30 September 2012, is a fourstorey with two basement levels retail mall with parking lots comprising 400 car lots and500 motorcycle lots. It is located strategically in the heart of the CBD of Bandung, thefourth most populous city in Indonesia.Situated at the junction between two busy roads of Jalan Pasir Kaliki and JalanPajajaran, it is easily accessible by car and public transport. Anchored by HeroSupermarket, the 198 tenancies in Istana Plaza provide one-stop shopping experiencefor the middle to upper income residents within its population catchment. Istana Plaza’smany popular international fashion labels have also helped to attract the young andtrendy shopper base.As at 30 September 2012, Istana Plaza has 220 retail tenants based on Current Leases.The tenant profile of the mall comprises a diverse set of tenants from a wide variety ofindustries. The mall is anchored by Matahari Department Store, which occupies 17.6%of the mall’s total NLA. In addition, it is the only mall in its catchment area with a NokiaProfessional Centre and a Hewlett-Packard Centre.The old ice skating rink was removed to make way for 684 sq m of retail space. Theexisting food court was also extended to house more operators and seating capacity.The new rentals were Rp.215,000 per sq m per month compared to Rp.61,000 per sqm per month for the old ice skating rink.As at 30 September 2012, the mall enjoys an occupancy rate of 99.7%.(8) Sun PlazaSun Plaza, aggregating a total NLA of 63,817 sq m as at 30 September 2012, is thebiggest up-market shopping centre in Medan, the capital of North Sumatra Province andthe third most populous city in Indonesia. The mall is located amidst Medan commercialdistrict with prominent landmarks such as the governor’s office, foreign embassies andmajor banks are located within the vicinity. Anchored by Sogo Department Store andHypermart, it is also home to 411 exclusive tenants including international brands suchas Breadtalk, Starbucks, Pizza Hut, Sushi Tei, Mango and Body Shop. The Property hasa committed occupancy of 99.6% as at 30 September 2012. Sun Plaza provides allclasses of shoppers in Medan with a one-stop shopping, dining and entertainmentdestination.(9) Pluit VillagePluit Village, aggregating a total NLA of 87,213 sq m as at 30 September 2012, is afive-level retail mall located in North Jakarta with parking lots comprising 1,581 car lotsand 1,860 motorcycle lots. It is located in close proximity and surrounded by affluentresidential estates and apartments with a Chinese ethnic majority. As at 30 September2012, there are 225 tenants in Pluit Village, including well known international anddomestic retailers and brand names such as Matahari Department Store, GramediaBookstore, J.Co Donut, Body Shop, Best Denki and FJ Square. Completed in 1996,Pluit Village had undergone refurbishment works which was completed in September2009.B-14

(10) Plaza Medan FairPlaza Medan Fair is a four-level retail mall with one basement level located in Medan,North Sumatra, which is the third most populous city in Indonesia after Jakarta andSurabaya. As at 30 September 2012, Plaza Medan Fair has an NLA of 56,029 sq m, withparking lots comprising 1,055 car lots and 1,300 motorcycle lots and 466 tenants.Completed in 2004, Plaza Medan Fair’s 442 tenants include well known internationaland domestic retailers and brand names such as Carrefour, Matahari Department Store,Electronic City, Timezone and Karisma Bookstore. Plaza Medan Fair is strategicallylocated in the shopping and business district of Medan, surrounded by residences andwithin walking distance to famous hotels in town.RETAIL SPACES(1) Mall WTC Matahari UnitsMall WTC Matahari is located along Jalan Serpong Raya, Serpong within administrativearea of Tangerang regency, Banten province. It is situated approximately 18 km west ofJakarta’s CBD.Tangerang is renowned as an industrial and manufacturing city in the Greater Jakartaarea, being home to seven industrial estates with a total area of over 1,700 hectares.Due to its proximity to Jakarta, Tangerang benefits from the urban expansion of Jakartaand is home to commuters who work in Jakarta. In recent years, residential estates andsatellite cities with their facilities have been developed in Tangerang.Mall WTC Matahari is strategically located along the main road connecting the BSDresidential estate, the largest residential estate in Greater Jakarta. It has proposeddevelopment area of 6,000 hectares with currently 1,500 hectares developed andoccupied by over 15,000 households. In recent years, BSD City has experienced rapidgrowth in terms of the number of housing units and retail shop houses which have beenbuilt. This has also successfully enhanced Mall WTC Matahari’s target market segmentfrom middle to middle-upper and upper class.The Mall WTC Matahari Units comprise four strata units on part of the ground floor,upper ground floor, mezzanine and second floor of the building, aggregating a total NLAof 11,184 sq m, representing 25.4% of the total NLA of Mall WTC Matahari as at 30September 2012. The Mall WTC Matahari Units are currently utilised as a departmentstore, hypermarket and entertainment and game centre.(2) Metropolis Town Square UnitsMetropolis Town Square is located in Tangerang city, Banten province, approximately20 km west of Jakarta’s CBD. The CBD’s strategic location near the main roadconnecting the toll road to Tangerang city provides easy access to the Jakarta — Meraktoll gate and surrounding residential areas in Tangerang.Metropolis Town Square is located along Jalan Hartono Raya within the Kota Modernresidential estate, about 2.6 km south of the city centre of Tangerang. Tangerang’sstrategic location between Jakarta and the Soekarno-Hatta International Airport makesit a popular choice for offices and factories. The Indonesian government hascontinuously been improving the quality of infrastructure between the city and thenation’s capital to accommodate the ever increasing road traffic.Metropolis Town Square is a one-stop shopping mall located along one of the mainroads in Tangerang. Hence, the mall has good accessibility to passing traffic. Inaddition, the mall is the only major retail development in the Tangerang Municipality.The mall is designed in an art deco style and is located within the Modernlanddevelopment, a large middle to upper income housing complex.B-15

The Metropolis Town Square Units comprise three strata units on part of the groundfloor, first floor and second floor of the building, aggregating a total NLA of 15,248 sqm and representing 32.9% of the total NLA of Metropolis Town Square as at 30September 2012. The Metropolis Town Square Units are currently utilised as adepartment store, hypermarket and entertainment and games centre.(3) Depok Town Square UnitsDepok is located in the West Java province, situated between southern Jakarta and thenorthern side of Bogor regency. The city is located approximately 16 km south ofJakarta’s CBD. Depok is renowned as the city of students, being home to four largeuniversities (University of Indonesia, Gunadarma University, Tugu Polytechnic andJakarta Polytechnic).Depok’s population is estimated at 1.8 million in 2010 and has shown strong populationgrowth, averaging 5% per annum since 2003. In line with city population growth, thecommercial area of Depok has been growing rapidly for the last few years, as evidencedby a number of modern shopping centre developments and commercial buildings builtalong the main road of Depok, Jalan Margonda Raya.Depok Town Square is located on Jalan Margonda Raya, adjacent to the south easternside of University of Indonesia, a prominent university in Indonesia. The centre hasdirect access to Pondok Cina Railway Station at its rear entrance, and thereforeconnects the station to Jalan Margonda Raya.The Depok Town Square Units comprise four strata units on part of the lower groundfloor, first floor and second floor of the building, aggregating a total NLA of 13,045 sqm and representing 35.3% of the total NLA of Depok Town Square as of 30 September2012. The Depok Town Square Units are currently utilised as a department store,hypermarket and entertainment and games centre.(4) Java Supermall UnitsSemarang is the capital city of the Central Java province and the fifth largest city interms of population in Indonesia. With its location along the northern coast of Java,Semarang is an important trading port for the region. Semarang had a population of1.3 million in 2000 and is estimated to have grown annually at 2.6% per annum,registering a total increase of approximately 1.5 million over the last seven years.Java Supermall is located within the vicinity of middle to upper class residential areawhich is easily accessible from most areas in Semarang. The Java Supermall Unitscomprise four strata units on the semi-basement, first floor and second floor of thebuilding, aggregating a total NLA of 11,082 sq m, representing 48.3% of the total NLAof Java Supermall as of 30 September 2012. The Java Supermall Units are currentlyutilised as a department store and supermarket.(5) Malang Town Square UnitsMalang is the second largest city in the East Java province with a population ofapproximately 0.8 million and a regency population of approximately 2.4 million.The region is a popular tourist destination due to its natural attractions (for example,Mount Bromo, one of Java’s largest volcanoes), cool climate and colonial history.Malang also has a large student population, being home to five universities (Brawijaya,State, Muhammadiyah, Widya Gama and Merdeka Universities).B-16

Malang Town Square, in which Malang Town Square Units are located, is a mallconceptualised as an international lifestyle mall as well as the biggest and mostcomprehensive mall in Malang. The centre has easy access to public transportation andis surrounded by exclusive residential communities and several universities which havemore than 50,000 students.The Malang Town Square Units comprise three strata units on part of the ground floor,upper ground floor, first floor and second floor of the building, aggregating a total NLAof 11,065 sq m, representing 48.3% of the total NLA of Malang Town Square as of30 September 2012. The Malang Town Square Units are currently utilised as adepartment store, hypermarket and entertainment and games centre.(6) Plaza MadiunThe city of Madiun, with a total population of 0.2 million (based on a 2005 census), isthe capital city of Madiun regency in the East Java province. The Madiun regency hasa total land area of 1,011 sq km and its population exceeds 0.6 million (based on a 2001census).Madiun has benefited from its position which connects major cities in Central and EastJava. It is the home of Indonesia’s first and largest train manufacturer and is a majorsugar producer in Java. The industrial sector and trade, hotel and restaurantbusinesses are key revenue generators for the city, having contributed around 27.0%and 20.0%, respectively, to Madiun’s GRDP (based on economic statistics in 2004).Plaza Madiun is located along Jalan Pahlawan, a major road of the city which is also theprimary thoroughfare in the city of Madiun. The street is positioned in the centre of thecommercial and administrative zone, at the crossroad of three existing subdistricts ofMadiun. Most of the prominent buildings in Madiun are included in this precinct,including the City Hall, Merdeka Hotel, Tentara Hospital and Pasaraya ShoppingCentre. Jalan Pahlawan is accessible from Jalan Sudirman, another major thoroughfarein the city.Plaza Madiun enjoys high pedestrian traffic from Jalan Pahlawan and is in closeproximity to various forms of public transportation options.Plaza Madiun, aggregating a total NLA of 19,029 sq m as at 30 September 2012, issituated on two HGB titles, comprises the basement, first floor, second floor and thirdfloor and are currently occupied by a supermarket and a department store.(7) Grand Palladium Medan UnitsMedan, the provincial capital of the North Sumatra, is the largest city in Sumatra and thethird most populous city in Indonesia after Jakarta and Surabaya. It is a cosmopolitancity with a population of over 2.0 million.Medan is a growing commercial centre in the region, mainly with agriculture andindustry businesses. The city was transformed from a tobacco plantation village in the19th century to a major government and commercial centre at present.In terms of economic activity, Medan relies on its natural resources as well asprocessing industries. Over the years, Medan has been a supplier of vegetable oil,seafood, crafts and various agricultural products to a number of Asian and Europeancountries.Grand Palladium Medan is conveniently located within the Medan CBD and is only2.5 km from the Polonia International Airport. The mall is located in the centre of Medan,hence drawing shoppers from all around the city. It is surrounded by government andB-17

usiness offices and the town hall, and therefore benefits from regular crowds ofgovernment and business visitors. The mall will potentially witness greater visitor trafficfrom the proposed office and hotel developments in the vicinity.The Grand Palladium Medan Units comprise four strata units in part of the basement,lower ground floor, upper ground floor, first floor and third floor of the building,aggregating a total NLA of 13,417 sq m, representing 54.9% of the total NLA of GrandPalladium Medan as at 30 September 2012. The Grand Palladium Medan Units arecurrently utilised as a department store, hypermarket and entertainment and gamescentre.The table below sets out selected information about the September 2012 Retail Malls.PropertyBandungIndahPlazaCibuburJunctionEkalokasariPlazaGajahMadaPlazaIstanaPlazaMal LippoCikarangPlazaSemanggiSunPlazaPluitVillagePlazaMedanFairGFA (sqm) (1) 55,196 49,341 39,895 66,160 37,434 37,418 91,232 73,871 134,576 99,345NLA (sqm) (1) 30,158 34,078 25,469 35,193 26,893 30,204 63,652 63,817 87,213 56,029No. oftenants (1) 232 210 142 202 220 155 429 411 225 442Valuation(S$m) (2) 128.2 77.36 53.17 110.39 114.01 70.99 192.67 198.61 241.67 159.41Occupancy (1) 99.3% 98.6% 92.7% 98.6% 99.7% 100.0% 96.6% 99.6% 75.7% 97.0%Notes:(1) The GFA, NLA, No of tenants and occupancy rates are as at 30 September 2012.(2) The information on the Valuations is as at 31 December 2011.3.2 Lease Expiry Profile for the September 2012 PortfolioThe graph below illustrates the lease expiry profile of the September 2012 Portfolio by RentalIncome as a percentage of total Rental Income and NLA respectively for 30 September 2012.50%45%40%35%30%25%20%15%10%5%0%47%45%Lease Expiry Profile by NLA Lease Expiry Profile by Rental Income12%3% 4%18% 18%14% 15% 15%2012 2013 2014 2015 2016 & BeyondB-18

3.3 Major Usage Mix for the September 2012 PortfolioThe charts below provide a breakdown by total Rental Income and NLA of the major usagemix represented in the September 2012 Portfolio as at 30 September 2012.Major Usage Mix (by NLA as at 30 September 2012)32%Others19%Department Store(Retail Spaces)17%Department Store(Retail Malls)9%Leisure &Entertainment9%F & B/Food Court14%Supermarket/HypermarketMajor Usage Mix (by Rental Income for the month of September 2012)17%Department Store(Retail Spaces)37%Others15%Fashion9%Department Store(Retail Malls)7%Services15%F&B/Food CourtB-19

3.4 Top Ten Tenants of the September 2012 PortfolioThe table below sets out selected information about the top ten tenants of the September2012 Portfolio by monthly total Rental Income (excluding retail turnover rent) for thenine-month period ended 30 September 2012 (“9M2012”).No Top ten tenants of the Existing Portfolio (by Rental Income for 9M2012) %1 Matahari Department Store (Retail Spaces + Retail Malls) 25.8%2 Hypermart 3.4%3 Carrefour 2.0%4 Fitness First 1.0%5 Centro 0.9%6 Gramedia 0.8%7 Timezone 0.8%8 Solaria 0.7%9 Pizza Hut 0.7%10 Cinema 21 0.6%4. ENLARGED PORTFOLIO4.1 Lease Expiry Profile for the Enlarged PortfolioThe graph below illustrates the lease expiry profile of the Enlarged Portfolio as a percentageof total Rental Income and NLA for the month of June 2012 and as at 30 June 2012respectively.60%50%Lease Expiry Profile by NLALease Expiry Profile by Rental Income52%43%40%30%20%10%4%9%17%10% 10%18%13%13%0%Note:2012 2013 2014 2015 2016 & Beyond(1) The lease expiry profile above does not take into account the Binjai Units which are owned by MPP.4.2 Major Usage Mix for the Enlarged PortfolioThe charts below provide a breakdown by total Rental Income and NLA of the major usagemix represented in the Enlarged Portfolio for the month of June 2012 and as at 30 June 2012respectively.B-20

Usage Mix (by Rental Income for the month of June 2012)17%F & B/Food Court15%Department Store(Retail Spaces)36%Others15%Fashion9%Department Store8% (Retail Malls)Supermarket/HypermarketNote:(1) The above chart does not take into account the Binjai Units which are owned by MPP.Usage Mix (by NLA as at 30 June 2012)19%Supermarket/Hypermarket17%Department Store(Retail Malls)30%Others9%Leisure &Entertainment15%Department Store(Retail Spaces)10%F & B/Food CourtNote:(1) The above chart does not take into account the Binjai Units which are owned by MPP.B-21

4.3 Top Ten Tenants of the Enlarged PortfolioThe table below sets out selected information about the top ten tenants of the EnlargedPortfolio by NLA and total Rental Income (excluding retail turnover rent) as at 30 June 2012and for the month of June 2012 respectively.No Top ten tenants of the Enlarged Portfolio (by NLA as at 30 June 2012) %1 Matahari Department Store (Retail Spaces + Retail Malls) 27.4%2 Hypermart 7.8%3 Carrefour 7.1%4 XXI Cineplex 2.4%5 SOGO Department Store 2.2%6 Gramedia 1.7%7 Giant Super Store 1.4%8 Millenium International Executive Club 1.2%9 Centro 1.1%10 Electronic Solution 1.1%Note:(1) The table above does not take into account the Binjai Units which are owned by MPP.No.Top ten tenants of the Enlarged Portfolio(by total Rental Income for the month of June 2012) %1 Matahari Department Store (Retail Spaces + Retail Malls) 23.0%2 Carrefour 4.3%3 Hypermart 3.0%4 Gramedia 1.0%5 Fitness First 1.0%6 Solaria 0.9%7 Centro 0.7%8 Timezone 0.7%9 Cinema 21 0.6%10 Electronic Solution 0.2%Note:(1) The table above does not take into account the Binjai Units which are owned by MPP.B-22

APPENDIX CTAX CONSIDERATIONSThe following summary of certain Singapore income tax considerations to Unitholders in respectof the Proposed Acquisitions is based upon tax laws, regulations, rulings and decisions now ineffect, all of which are subject to change (possibly with retroactive effect). This summary is not atax advice and does not purport to be a comprehensive description of all the tax considerationsthat may be relevant to Unitholders. Unitholders should consult their own tax advisers on the taximplications that may apply to their own individual circumstances.SINGAPORE INCOME TAXIncome derived from the Proposed PropertiesThe rental income and other related income earned from the Proposed Properties will be receivedin Singapore by the relevant Singapore subsidiaries in a combination of some of the followingforms:(i)(ii)(iii)dividend income;interest income; andproceeds from repayment of shareholder’s loans.Any dividend income received in Singapore by the relevant Singapore subsidiaries from PPP andACU (the “Foreign Dividend Income”) will be exempt from tax under section 13(8) of the IncomeTax Act, Chapter 134 of Singapore (the “Income Tax Act”), provided that each of the relevantSingapore subsidiaries is a tax resident of Singapore and the following conditions are met:(i)(ii)(iii)in the year the Foreign Dividend Income is received in Singapore, the headline corporate taxrate of the jurisdiction from which it is received is at least 15.0%;the Foreign Dividend Income has been subjected to tax in the jurisdiction from which it isreceived; andthe Singapore Comptroller of Income Tax is satisfied that the tax exemption would bebeneficial to the relevant Singapore subsidiary.The relevant Singapore subsidiaries in respect of the Proposed Properties will make anapplication to the Inland Revenue Authority of Singapore to exempt the interest income receivedin Singapore from PPP and ACU from Singapore income tax under section 13(12) of the IncomeTax Act.This tax exemption, if granted to the relevant Singapore subsidiaries, will be subject to stipulatedconditions and will only apply to interest income received in Singapore on or before 31 March2015. Unless the tax exemption is subsequently extended by the Singapore Government, any ofsuch interest income received in Singapore after 31 March 2015 will be subject to Singaporeincome tax at the prevailing corporate rate of tax, currently 17.0%.Cash that cannot be repatriated by PPP and ACU in the form of dividends may be used by theseIndonesian subsidiaries to repay the principal amount of shareholder’s loans. The proceeds fromthe repayment of shareholder’s loans received in Singapore by the relevant Singaporesubsidiaries are capital receipts and hence not subject to Singapore income tax.C-1

LMIR Trust will in turn receive dividends or proceeds from the redemption (at cost) of preferenceshares or a combination of both from the relevant Singapore subsidiaries. Provided that theseSingapore subsidiaries are residents of Singapore for income tax purposes, the dividendsreceived by LMIR Trust will be one-tier (tax-exempt) dividends and hence exempt from Singaporeincome tax in the hands of LMIR Trust. The proceeds from redemption (at cost) of preferenceshares received by LMIR Trust are capital receipts and not subject to Singapore income tax.Distributions to UnitholdersDistributions made by LMIR Trust out of the income or cashflow generated from the ProposedProperties may comprise either or both of the following two components:(i)(ii)tax-exempt income component (“Tax-Exempt Income Distributions”); andcapital component (“Capital Distributions”).Tax-Exempt Income Distributions refer to distributions made by LMIR Trust out of its tax-exemptincome (which comprises mainly the one-tier (tax-exempt) dividends that it will receive from therelevant Singapore subsidiaries). Such distributions are exempt from Singapore income tax in thehands of Unitholders. No tax will be deducted at source or withheld on such distributions.For this purpose, the amount of Tax-Exempt Income Distributions that LMIR Trust can distributefor a distribution period will be to the extent of the amount of tax-exempt income that it hasreceived and is entitled to receive in that distribution period. Any distribution made for adistribution period out of profits or income which LMIR Trust is entitled to receive as its owntax-exempt income after the end of that distribution period will be treated as a capital distributionand the tax treatment described in the next paragraph on “Capital Distributions” will apply. Theamount of such tax-exempt income that is subsequently received may be used to frank tax-exemptincome distributions for subsequent distribution periods.Capital Distributions refer, inter alia, to distributions made by LMIR Trust out of proceeds receivedfrom the redemption of preference shares. Unitholders will not be subject to Singapore income taxon such distributions. These distributions are treated as returns of capital for Singapore incometax purposes and the amount of Capital Distributions will be applied to reduce the cost of Unitsheld by Unitholders. Accordingly, the reduced cost base will be used for the purpose of calculatingthe amount of taxable trading gains for those Unitholders who hold Units as trading or businessassets and are liable to Singapore income tax on gains arising from the disposal of Units. If theamount of Capital Distributions exceeds the cost or the reduced cost, as the case may be, ofUnits, the excess will be subject to tax as trading income of such Unitholders.C-2

APPENDIX DSUMMARY VALUATION REPORTSD-1

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To : HSBC Institutional Trust Services (Singapore) Limited Our Ref. : RHP-Ct/1-P/IV/2012-038(as Trustee of Lippo Malls Indonesia Retail Trust) Date : 5 October 201221 Collyer Quay No. Report : 060E-VAL-V/2012#03 – 01 HSBC BuildingSingapore 049320LMIRT Management Ltd50 Collyer Quay#06-07 OUE BayfrontSingapore 049321VALUATION OF RETAIL MALLPEJATEN VILLAGEJALAN WARUNG JATI BARAT NO. 39JATI PADANG SUB DISTRICT, PASAR MINGGU DISTRICT,SOUTH JAKARTA REGION,DKI JAKARTA PROVINCE, INDONESIADear Sir/Madam,Following instruction of HSBC Institutional Trust Service (Singapore) Ltd ("HSBC") as trustee of LippoMalls Indonesia Retail Trust (“LMIRT”) under contract No. RHP-Ct/1-P/IV/2012-038 dated 17 April2012 to advise on the Market Value of Pejaten Village located at Jalan Warung Jati Barat No. 39,Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta Province,Indonesia; we hereby declare that we have completed our inspection and analysis, and submit theattached valuation certificate for your consideration.This assignment has been carried out by KJPP Rengganis, Hamid & Partner-KJPP RHP (previously PTHeburinas Nusantara) an independent valuation firm registered in Indonesian Society of Appraisers(Masyarakat Profesi Penilai Indonesia). Effective on 1 March 2011, KJPP-RHP has established astrategic alliance with CB Richard Ellis, a global property services company. KJPP-RHP is providedwith a business permit from the Ministry of Finance and registered in Bapepam (Securities ExchangeCommission “SEC”). Partners of KJPP-RHP have been registered in the Ministry of Finance and SEC.We understand that the purpose of this valuation is to give an independent opinion on Market Valueof the subject property for potential REITs acquisition.VALUATION & ADVISORY SERVICESiD-3

Basis of ValuationThe International and Indonesian Valuation Standard (Standar Penilaian Indonesia) defined MarketValue as follows :“The estimated amount for which an asset should exchange on the date of valuation between awilling buyer and a willing seller in an arm’s-length transaction after proper marketing wherein theparties had each acted knowledgeably, prudently and without compulsion “. (SPI.1.3.1)We understand that the market of the property is transacted in Rupiah currency; therefore, we havevalued the property on Rupiah currency. We advise that the use of currency other than stated in thisreport is not applicable. However, for your information only, the exchange rate at the date ofvaluation is US $1= Rp9,480/- (middle rate).We advise that the market value opinion is without regard to costs of sale or purchase and withoutoffset of any associated taxes.Assumption of Valuation1. The value that stated in this report is restricted to the purpose of this valuation. The value thatstated in this valuation report cannot be used for other valuation purpose which can bemistakenly quoted.2. The title of the subject property is assumed to be good marketable title and free and clear fromall liens and encumbrances, easements, restriction, or limitation. We did not make any spacemeasurement and we assumed that the situation drawing contained in the certificates and/orprovided by the Client is true and accurate.3. The subject property is managed professionally and competently.4. This valuation certificate depends on the terms, conditions, comments and details as stated inthe full report.Approach of ValuationMarket ValueIdeally the Market Value should be based on market evidence using normal arm’s lengthtransaction of similar property. However, we have found no direct comparable evidence of thesubject property in similar vicinity within close period of time that can be used as comparable in themarket comparison approach. In this valuation, we have used income approach to replicate aninvestor’s point of view in acquiring an income producing property where earning capability is thecritical element affecting property value. In the income approach, we analyses the subject property’scapacity to generate future benefits and capitalizes the net income into an indication of presentvalue.Income Approach – DCF methodWe have utilized the DCF analysis in this income approach valuation by making consideration ofprobable income and expenses over the designation projection period (holding period), which isdifferent between BOT properties and non-BOT properties. In this DCF analysis, we have set forthVALUATION & ADVISORY SERVICESiiD-4

forecasts of income, expenses and changes in occupancy rate and capital expenditure over theprojection period, and the terminal value is also be estimated. Therefore, we have made severalassumptions including market rental rate, rental annual growth for each tenancy, occupancy rate,related operating expenses, replacement allowance, and CAPEX established on analysis of historicaldata and prospective market conditions.Shopping malls under BOT agreement is classified as leasehold interest and will expire inaccordance with the BOT tenure, therefore the holding period is determined by the remaining BOTperiod, with no terminal value. We also have calculated the annual sinking fund which willrecapture the capital outlay at the end of BOT period.The discount rate used in converting the projection of NOI will be slightly higher than the rate usedin the non-BOT shopping malls to reflect its leasehold nature.Source of InformationWe have been provided by the Client with copy of land title certificates, summary of tenancyschedule, copy of several lease agreements, copy of building permit letter, copy of property tax, andothers related documents. We have assumed these are true and correct.Confidentially and DisclaimersIn accordance with our normal practice we confirm that this report is confidential to the parties forthe specific purpose to which it refers. No responsibility is accepted regarding any third party, andneither the whole of the report nor any part or reference there to may be published in anydocument, statement or circular, nor in any communication with third parties without our priorwritten approval of the form and context in which it will appear.We hereby enclose our valuation certificate.Yours faithfullyFor and on behalf ofKJPP Rengganis, Hamid & PartnersIr. Rengganis Kartomo, MSc. MAPPI (Cert)Managing PartnerLicensed Valuer No. PB-1.08.0006MAPPI No. 95-S-0632VALUATION & ADVISORY SERVICESiiiD-5

VALUATION CERTIFICATEProperty Description Indicative Market Valueas at 30 June 2012Property BriefSite Detail and TenureIDR 841,000,000,000/-The subject property is Pejaten The site is irregular in shape with an area of (EIGHT HUNDRED FORTYVillage Mall (PV) with total netleasable area of 41,847 squaremeters (excluding casual leasingabout 18,662 square meters. The frontage toJalan Warung Jati Barat is about 120 meters andto Jalan Pejaten Raya is about 100 meters. TheONE BILLION RUPIAHS)area of about 324 square site is generally flat and higher than the frontingmeters).road.LocationPV is located at Jalan Warung JatiBarat No. 39, Jati Padang SubDistrict, Pasar Minggu District,South Jakarta, DKI JakartaProvince, Indonesia. It is on thesouth side of Jalan Warung JatiBarat and on west side of JalanWarung Jati Barat, or within radiusof: about 1,6 kilometers to thesouth of intersection betweenJalan Warung Jati Barat andJalan TB Simatupang or outerring toll road; about 4.7 kilometers to thesouth of intersection betweenJalan Mampang Prapatanwhich is the prolongation ofJalan Warung Jati Barat tothe north and Jalan JenderalGatot Subroto or inner city tollroad; about 11,5 kilometers to thesouth of Monumen Nasional(Monas);Based on the photocopy of the land titledocument provided by PV, we understand thatthe PV is covered under 3 (three) LeaseholdCertificate (Hak Guna Bangunan Certificate –“SHGB”) registered under the name of PT PancaPermata Pejaten, as described below:HGB NoNo. 742No. 1223No. 1224Issuance &Expiry Date4-11-1997 &3-11-202711-03-2002 &10-03-202211-03-2002 &10-03-2022Land Area(sqm)15,2347082,720Total 18,662Building DescriptionPejaten Village is a 6-storey building retail mallwith gross building area is about 91,749 squaremeters and net leasable area of about 41,847square meters (excluding casual leasing area ofabout 324 square meters). The parking capacityis 851 lots for car and 550 lots for motor cycle.VALUATION & ADVISORY SERVICESivD-6

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To : HSBC Institutional Trust Services (Singapore) Limited Our Ref. : RHP-Ct/1-P/IV/2012-038(as Trustee of Lippo Malls Indonesia Retail Trust) Date : 5 October 201221 Collyer Quay No. Report : 060A-VAL-V/2012#03 – 01 HSBC BuildingSingapore 049320LMIRT Management Ltd50 Collyer Quay#06-07 OUE BayfrontSingapore 049321VALUATION OF RETAIL MALLBINJAI SUPER MALLJALAN SOEKARNO HATTA NO. 14TIMBANG LANGKAT SUB DISTRICT, EAST BINJAI DISTRICT,BINJAI CITY, NORTH SUMATRA PROVINCE, INDONESIADear Sir/Madam,Following instruction of HSBC Institutional Trust Service (Singapore) Ltd ("HSBC") as trustee of LippoMalls Indonesia Retail Trust (“LMIRT”) under contract No. RHP-Ct/1-P/IV/2012-038 dated 17 April2012 to advise on the Market Value of Binjai Super Mall located at Jalan Soekarno Hatta No. 14,Timbang langkat Sub District, East Binjai District, Binjai City, North Sumatera Province, Indonesia;we hereby declare that we have completed our inspection and analysis, and submit the attachedvaluation certificate for your consideration.This assignment has been carried out by KJPP Rengganis, Hamid & Partner-KJPP RHP (previously PTHeburinas Nusantara) an independent valuation firm registered in Indonesian Society of Appraisers(Masyarakat Profesi Penilai Indonesia). Effective on 1 March 2011, KJPP-RHP has established astrategic alliance with CB Richard Ellis, a global property services company. KJPP-RHP is providedwith a business permit from the Ministry of Finance and registered in Bapepam (Securities ExchangeCommission “SEC”). Partners of KJPP-RHP have been registered in the Ministry of Finance and SEC.We understand that the purpose of this valuation is to give an independent opinion on Market Valueof the subject property for potential REITs acquisition.VALUATION & ADVISORY SERVICESiD-9

Basis of ValuationThe International and Indonesian Valuation Standard (Standar Penilaian Indonesia) defined MarketValue as follows :“The estimated amount for which an asset should exchange on the date of valuation between awilling buyer and a willing seller in an arm’s-length transaction after proper marketing wherein theparties had each acted knowledgeably, prudently and without compulsion “. (SPI.1.3.1)We understand that the market of the property is transacted in Rupiah currency; therefore, we havevalued the property on Rupiah currency. We advise that the use of currency other than stated in thisreport is not applicable. However, for your information only, the exchange rate at the date ofvaluation is US $1= Rp9,480/- (middle rate).We advise that the market value opinion is without regard to costs of sale or purchase and withoutoffset of any associated taxes.Assumption of Valuation1. The value that stated in this report is restricted to the purpose of this valuation. The value thatstated in this valuation report cannot be used for other valuation purpose which can bemistakenly quoted.2. The title of the subject property is assumed to be good marketable title and free and clear fromall liens and encumbrances, easements, restriction, or limitation. We did not make any spacemeasurement and we assumed that the situation drawing contained in the certificates and/orprovided by the Client is true and accurate.3. The subject property is managed professionally and competently.4. This valuation certificate depends on the terms, conditions, comments and details as stated inthe full report.Approach of ValuationMarket ValueIdeally the Market Value should be based on market evidence using normal arm’s lengthtransaction of similar property. However, we have found no direct comparable evidence of thesubject property in similar vicinity within close period of time that can be used as comparable in themarket comparison approach. In this valuation, we have used income approach to replicate aninvestor’s point of view in acquiring an income producing property where earning capability is thecritical element affecting property value. In the income approach, we analyses the subject property’scapacity to generate future benefits and capitalizes the net income into an indication of presentvalue.Income Approach – DCF methodWe have utilized the DCF analysis in this income approach valuation by making consideration ofprobable income and expenses over the designation projection period (holding period), which isdifferent between BOT properties and non-BOT properties. In this DCF analysis, we have set forthVALUATION & ADVISORY SERVICESiiD-10

forecasts of income, expenses and changes in occupancy rate and capital expenditure over theprojection period, and the terminal value is also be estimated. Therefore, we have made severalassumptions including market rental rate, rental annual growth for each tenancy, occupancy rate,related operating expenses, replacement allowance, and CAPEX established on analysis of historicaldata and prospective market conditions.Shopping malls under BOT agreement is classified as leasehold interest and will expire inaccordance with the BOT tenure, therefore the holding period is determined by the remaining BOTperiod, with no terminal value. We also have calculated the annual sinking fund which willrecapture the capital outlay at the end of BOT period.The discount rate used in converting the projection of NOI will be slightly higher than the rate usedin the non-BOT shopping malls to reflect its leasehold nature.Source of InformationWe have been provided by the Client with copy of land title certificates, summary of tenancyschedule, copy of several lease agreements, copy of building permit letter, copy of property tax, andothers related documents. We have assumed these are true and correct.Confidentially and DisclaimersIn accordance with our normal practice we confirm that this report is confidential to the parties forthe specific purpose to which it refers. No responsibility is accepted regarding any third party, andneither the whole of the report nor any part or reference there to may be published in anydocument, statement or circular, nor in any communication with third parties without our priorwritten approval of the form and context in which it will appear.We hereby enclose our valuation certificate.Yours faithfullyFor and on behalf ofKJPP Rengganis, Hamid & PartnersIr. Rengganis Kartomo, MSc. MAPPI (Cert)Managing PartnerLicensed Valuer No. PB-1.08.0006MAPPI No. 95-S-0632VALUATION & ADVISORY SERVICESiiiD-11

VALUATION CERTIFICATEProperty Description Indicative Market Valueas at 30 June 2012Property BriefSite Detail and TenureIDR247,000,000,000/-The subject property is Binjai The site is like rectangular in shape with land (TWO HUNDRED FORTYSuper Mall (BSM) with total netleasable area of 23,022 squaremeters (excluding casual leasingarea of about 13,267 square meters. It isgenerally flat and is higher than the frontingroad.SEVEN BILLION RUPIAHS)area of about 654 squaremeters).Based on the photocopy of the land titledocument provided by BSM, we understand thatLocationBSM is located at Jalan SoekarnoHatta No. 14, Timbang langkatSub District, East Binjai District,the BSM is covered under 1 (one) LeaseholdCertificate (Hak Guna Bangunan Certificate –“SHGB”) No. 93, registered under the name of PTBinjai City, North SumateraTrias Mitra Investama. It was issued in Binjai onProvince, Indonesia. It is on thesouth side of Jalan Soekarno Hattaand north side of Jalan SoekarnoHatta and or within radius of:17 September 2012 and will be expired on 2September 2016. The land area is about 13,267square meters as stated by Gambar Situasi No.03/Timbang Langkat/2012 dated 17 September About 800 meters to westfrom Binjai City Rail Station;2012. About 1 kilometer to theBuilding Descriptionsouthwest from downtown ofBinjai City;BSM is a 3-storey shopping center. The grossfloor area is about 37,271 square meters with About 1.7 kilometers to thesouthwest from Mayor Officeof Binjai City;net leasable area of about 23,022 squaremeters (excluding casual leasing area of about654 square meters). The parking capacity is 591lots for car and 850 for motor cycle.VALUATION & ADVISORY SERVICESivD-12

APPENDIX EEXISTING INTERESTED PERSON TRANSACTIONSDetails of the Existing Interested Person Transactions entered into between LMIR Trust and certain associates of the Sponsor during the course of thecurrent financial year are set out below. These Existing Interested Person Transactions relate to leases signed by the various interested persons astenants of the September 2012 Portfolio and the Recent Properties.No. Interested PersonNature of Transaction(Property Rental Revenue) Area (sq m) Start DateValue ofTransaction(Rp.)Value ofTransaction Percentage of(S$) (1) NTA/NAV (2)1 PT. Times PrimaIndonesia(Times Book Store)Rental monthly, at CibuburJunction110.65 From 1 January 2012to 19 September 201287,634,800 11,142.11 0.0010%2 PT. Times PrimaIndonesia(Times Book Store)Rental monthly, at BandungIndah Plaza74.99 From 1 January 2012to 16 September 201257,772,296 7,345,31 0.0006%3 PT. Times PrimaIndonesia(Times Book Store)Rental monthly, at IstanaPlaza70.4 From 1 January 2012to 18 September 201250,688,000 6,444.60 0.0006%4 PT. Times PrimaIndonesia(Times Book Store)Rental monthly, at PlazaSemanggi36 From 1 January 2012to 26 September 201227,572,400 3,505.62 0.0003%Total 223,667,496 28,437.65 0.0025%Notes:(1) Based on the Illustrative Rupiah Exchange Rate of S$1.00 to Rp.7,865.2.(2) Based on the NTA/NAV of LMIR Trust of S$1,153.8 million as at 30 September 2012.(3) This excludes the master leases of the 7 Retail Spaces which were entered into as at the time of the initial public offering of LMIR Trust.These Existing Interested Person Transactions have been subject to the internal control procedures established by the Manager to ensure that suchtransactions are undertaken on normal commercial terms and are not prejudicial to the interests of LMIR Trust or its minority Unitholders. Theseprocedures include the review and approval of such transactions by the Manager’s audit committee. These transactions comply with the requirementsof Chapter 9 of the Listing Manual.E-1

Rationale and Benefit of the Existing Interested Person TransactionsIt is the agreed policy between the Manager and the property manager that the tenants for the malls should meet the appropriate quality standards andthere must be a balanced tenancy mix to meet the requirements of the customers. As such, while no preferential consideration have been given to thetenants above who are Interested Persons, the presence of these individual operators allows the malls to meet its tenancy objectives and contributesto the overall appeal of the malls.E-2

APPENDIX FRELATED TENANCY AGREEMENTSUpon completion of the Acquisitions, LMIR Trust will, through PPP and PT Amanda Cipta Utama, take over all the tenancy agreements with respect tothe Proposed Properties and the Recent Properties, including various tenancy agreements entered into by certain associates and subsidiaries of theSponsor (the “Related Tenancy Agreements”). The aggregate rental fees derived or to be derived from the Related Tenancy Agreements are estimatedat Rp.711.0 billion (S$19.8 million) and are set out in the following table.No. Interested personNature ofTransactionArea(sq m) Start dateTerm(years)Value of transaction(Rp.)Value oftransaction Percentage of(S$) (1) NTA/NAV (2)Pejaten Village1. PT. Matahari PutraPrima, TbkLeasing 9,494.79 19 December200820 242,094,376,811 30,780,448 2.67%2. PT. Matahari PutraPrima, TbkLeasing 7,536.44 19 December200820 143,573,507,091 18,254,273 1.58%3. PT. Times PrimaIndonesiaLeasing 78.30 19 October20112 235,512,456 29,944 0.00%4. PT. Adicipta BogaInti PrimaLeasing 92.90 1 July 2011 3 501,660,000 63,782 0.01%Total: 386,405,056,358 49,128,446 4.26%Binjai Supermall1. PT. MatahariPutra Prima, TbkLeasing 7,000.59 — 20 79,005,559,476 10,044,952 0.87%2. PT. MatahariDepartment Store,TbkLeasing 5,629.57 — 20 72,608,953,974 9,231,673 0.80%Total: 151,614,513,450 19,276,625 1.67%F-1

No. Interested personNature ofTransactionArea(sq m) Start dateTerm(years)Value of transaction(Rp.)Value oftransaction Percentage of(S$) (1) NTA/NAV (2)Palembang Square (3) — NILPalembang Square Extension (3)1. PT. MatahariDepartment Store,TbkLeasing 6,163.57 16 May 2012 10 43,360,785,300 5,512,992 0.48%2. PT. Matahari PutraPrima, TbkLeasing 7,531.56 16 February201220 140,556,023,216 17,870,623 1.55%3. PT Bank NationalNobuLeasing 63.07 1 August 2012 5 196,778,400 25,019 0.00%4. PT. Times PrimaIndonesiaLeasing 55.78 1 August 2012 5 92,282,568 11,733 0.00%Total: 184,205,869,484 23,420,367 2.03%Tamini Square (3)1. PT. MatahariGraha FantasiLeasing 476 9 June 2006 5 3,427,200,000 435,742 0.04%Total: 3,427,200,000 435,742 0.04%KJI (3)1. PT. Matahari PutraPrima, TbkLeasing 5,707 26 October200411 26,379,270,833 3,353,922 0.29%Total: 26,379,270,833 3,353,922 0.29%Notes:(1) Based on the illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2.(2) Based on the NTA/NAV of LMIR Trust of S$153.8 million as at 30 September 2012.(3) For the avoidance of doubt, as Unitholders’ approval has not been sought for the Recent Acquisitions, the Related Tenancy Agreements in relation to the Recent Properties (which amountto approximately 8.3% of the NTA/NAV of LMIR Trust as at 30 September 2012), will be subject to Rules 905 and 906 of the Listing Manual.F-2

NOTICE OF EXTRAORDINARY GENERAL MEETINGNOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Lippo MallsIndonesia Retail Trust (“LMIR Trust”) will be held on 13 December 2012 at 2.00 p.m. at MandarinOrchard Singapore, Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867, for thepurpose of considering and, if thought fit, passing, with or without modifications, the followingresolutions:ORDINARY RESOLUTIONS1. ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTED PERSONThat subject to and contingent upon the passing of Resolution 3:(i)(ii)(iii)approval be and is hereby given for the acquisition of Pejaten Village by LMIR Trustthrough the acquisition of the entire issued share capital of PT Panca Permata Pejaten(“PPP”), at the purchase consideration and other terms and conditions described in thecircular dated 26 November 2012 issued by LMIRT Management Ltd. (in its capacity asmanager of LMIR Trust) (the “Manager”) to holders of units in LMIR Trust(“Unitholders” and the circular issued to Unitholders, the “Circular”) (the “PejatenVillage Acquisition”), and for payment of all fees and expenses relating to the PejatenVillage Acquisition (as described in the Circular), such acquisition being an “interestedperson transaction” (as defined in the Listing Manual of Singapore Exchange SecuritiesTrading Limited, the “Listing Manual”) as well as an “interested party transaction” (asdefined in Appendix 2 of the Code on Collective Investment Schemes issued by theMonetary Authority of Singapore in relation to real estate investment trusts);approval be and is hereby given for LMIR Trust to take over the Related TenancyAgreements (as defined in the Circular) in relation to Pejaten Village upon thecompletion of the Pejaten Village Acquisition; andthe Manager, any director of the Manager and HSBC Institutional Trust Services(Singapore) Limited (in its capacity as trustee of LMIR Trust) (the “Trustee”) be and arehereby severally authorised to complete and do all such acts and things (includingexecuting all such documents as may be required) as the Manager, such director of theManager or, as the case may be, the Trustee may consider expedient or necessary orin the interests of LMIR Trust to give effect to the Pejaten Village Acquisition.2. ACQUISITION OF BINJAI SUPERMALL FROM AN INTERESTED PERSONThat subject to and contingent upon the passing of Resolution 3:(i)(ii)approval be and is hereby given for the acquisition of Binjai Supermall by LMIR Trust,at the purchase consideration and other terms and conditions described in the Circularissued by the Manager to Unitholders (the “Binjai Supermall Acquisition”), and forpayment of all fees and expenses relating to the Binjai Supermall Acquisition (asdescribed in the Circular), such acquisition being an “interested person transaction” (asdefined in the Listing Manual as well as an “interested party transaction” (as defined inAppendix 2 of the Code on Collective Investment Schemes issued by the MonetaryAuthority of Singapore in relation to real estate investment trusts);approval be and is hereby given for LMIR Trust to take over the Related TenancyAgreements (as defined in the Circular) in relation to Binjai Supermall upon thecompletion of the Binjai Supermall Acquisition; andG-1

(iii)the Manager, any director of the Manager and the Trustee be and are hereby severallyauthorised to complete and do all such acts and things (including executing all suchdocuments as may be required) as the Manager, such director of the Manager or, as thecase may be, the Trustee may consider expedient or necessary or in the interests ofLMIR Trust to give effect to the Binjai Supermall Acquisition.3. THE WHITEWASH RESOLUTIONThat subject to the conditions in the letter from the Securities Industry Council dated 9November 2012 being fulfilled, the Unitholders, other than PT. Lippo Karawaci Tbk, thesponsor of LMIR Trust (the “Sponsor”), parties acting in concert with the Sponsor and partieswhich are not independent of the Sponsor, hereby (on a poll taken) waive their rights toreceive a mandatory offer from the Sponsor and parties acting in concert with the Sponsor,which includes any of the associates (including LMIRT Management Ltd.), for all the Units notalready owned by the Sponsor and parties acting in concert with the Sponsor, in the eventthat they incur a mandatory bid obligation pursuant to Rule 14 of The Singapore Code onTake-overs and Mergers as a result of the receipt of the acquisition fee which is required tobe paid to the Manager in Units pursuant to paragraph 5.6 of the Property Funds Appendix(“Acquisition Fee Units”), in respect of (i) the acquisition of Pluit Village (the “Pluit VillageAcquisition”), and (ii) the Pejaten Village Acquisition and the Binjai Supermall Acquisition,as these are acquisitions from interested parties (as defined in the Property FundsAppendix).BY ORDER OF THE BOARDLMIRT Management Ltd.(Company Registration No. 200707703M)(as manager of Lippo Malls Indonesia Retail Trust)Tan San-JuElizabeth KrishnanCompany SecretariesSingapore26 November 2012G-2

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IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOWNotes to Proxy Form1. A unitholder of Lippo Malls Indonesia Retail Trust (“LMIR Trust” and a unitholder of LMIR Trust, “Unitholder”)entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxies to attendand vote in his stead.2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he specifies theproportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.3. A proxy need not be a Unitholder.4. A Unitholder should insert the total number of units in LMIR Trust (“Units”) held. If the Unitholder has Units enteredagainst his name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he shouldinsert that number of Units. If the Unitholder has Units registered in his name in the Register of Unitholders of LMIRTrust, he should insert that number of Units. If the Unitholder has Units entered against his name in the saidDepository Register and registered in his name in the Register of Unitholders, he should insert the aggregatenumber of Units. If no number is inserted, this form of proxy will be deemed to relate to all the Units held by theUnitholder.5. The instrument appointing a proxy or proxies (the “Proxy Form”) must be deposited at the Unit Registrar’sregistered office at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hoursbefore the time set for the Extraordinary General Meeting.6. The Proxy Form must be executed under the hand of the appointor or of his attorney duly authorised in writing.Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under thehand of its attorney or a duly authorised officer.7. Where the Proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the powerof attorney or a duly certified copy thereof must (failing previous registration with LMIRT Management Ltd., asmanager of LMIR Trust (the “Manager”)) be lodged with the Proxy Form, failing which the Proxy Form may betreated as invalid.8. The Manager and/or the Unite Registrar shall be entitled to reject a Proxy Form which is incomplete, improperlycompleted or illegible or where the true intentions of the appointor are not ascertainable from the instructions of theappointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, theManager and/or the Unit Registrar may reject a Proxy Form if the Unitholder, being the appointor, is not shown tohave Units entered against his name in the Depository Register as at 48 hours before the time appointed for holdingthe Extraordinary General Meeting, as certified by CDP to the Manager.9. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they haveattended or voted at the Extraordinary General Meeting.10. At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is(before or on the declaration of the result of the show of hands) demanded by the Chairman or by five or moreUnitholders present in person or by proxy, or holding or representing one-tenth in value of the Units represented atthe meeting. Unless a poll is so demanded, a declaration by the Chairman that such a resolution has been carriedor carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against such resolution.11. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being acorporation) is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who ispresent in person or by proxy shall have one vote for every Unit of which he is the Unitholder. A person entitled tomore than one vote need not use all his votes or cast them the same way.

---------------------------------------------------------------------------------------------------------------------------------------------✂LIPPO MALLS INDONESIA RETAIL TRUST(Constituted in the Republic of Singapore pursuantto a trust deed dated 8 August 2007 (as amended))PROXY FORMEXTRAORDINARY GENERAL MEETINGIMPORTANT1. For investors who have used their CPF money tobuy units in Lippo Malls Indonesia Retail Trust,this Circular is forwarded to them at the requestof their CPF Approved Nominees and is sentFOR INFORMATION ONLY.2. This Proxy Form is not valid for use by CPFInvestors and shall be ineffective for all intentsand purposes if used or is purported to be usedby them.3. PLEASE READ THE NOTES TO THE PROXYFORM.I/We(Name)of(Address)being a unitholder/unitholders of Lippo Malls Indonesia Retail Trust (“LMIR Trust”), hereby appoint:Nameand/or (delete as appropriate)NameAddressAddressNRIC/PassportNumberNRIC/PassportNumberProportion ofUnitholdingsNo. of Units %Proportion ofUnitholdingsNo. of Units %or, both of whom failing, the Chairman of the Extraordinary General Meeting as my/our proxy/proxies toattend and to vote for me/us on my/our behalf and if necessary, to demand a poll, at the ExtraordinaryGeneral Meeting of LMIR Trust to be held on 13 December 2012 at 2.00 p.m. at Mandarin Orchard Singapore,Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867 and any adjournment thereof. I/We directmy/our proxy/proxies to vote for or against the resolutions to be proposed at the Extraordinary GeneralMeeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote orabstain from voting at his/their discretion, as he/they will on any other matter arising at the ExtraordinaryGeneral Meeting.Resolutions1 To approve the acquisition ofPejaten Village from an InterestedPerson (Ordinary Resolution)(Conditional upon Resolution 3being passed)2 To approve the acquisition of BinjaiSupermall from an InterestedPerson (Ordinary Resolution)(Conditional upon Resolution 3being passed)3 To approve the WhitewashResolution (Ordinary Resolution)To be used ona show of handsFor * Against *To be used inthe event of a pollNo. of VotesFor *** If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided.No. of VotesAgainst **** If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided. Alternatively, pleaseindicate the number of votes as appropriate.Dated this day of 2012Signatures of Unitholders/Common SealTotal number of Units held

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -1 st fold here2 nd fold here- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -LMIRT MANAGEMENT LTD.(The Manager of Lippo Malls Indonesia Retail Trust)c/o Boardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place#32-01 Singapore Land TowerSingapore 048623AffixPostageStamp- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -3 rd fold here

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