Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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