Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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