Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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