Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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