Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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