Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

7.3. On the Whitewash ResolutionThe Independent Directors have considered the rationale of the IFA and concurred withthe advice of the IFA in relation to the Whitewash Resolution. The IndependentDirectors believe that the Whitewash Resolution would be beneficial to, and is in theinterests of, LMIR Trust.(See paragraph 6.3 for details of the rationale for the Whitewash Resolution andparagraph 6.4 for the advice of the IFA.)Accordingly, the Independent Directors recommend that Independent Unitholders votein favour of the Whitewash Resolution.8. EXTRAORDINARY GENERAL MEETINGThe EGM will be held on 13 December 2012 at 2.00 p.m. at Mandarin Orchard Singapore,Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867, for the purpose of consideringand, if thought fit, passing with or without modification, the resolutions set out in the Noticeof EGM, which is set out on pages G-1 and G-2 of this Circular. The purpose of this Circularis to provide Unitholders with relevant information about each of these resolutions. Approvalby way of an Ordinary Resolution is required in respect of Resolutions 1 (in respect of theacquisition of Pejaten Village from an Interested Person), 2 (in respect of the acquisition ofBinjai Supermall from an Interested Person) and 3 (in respect of the Whitewash Resolution).A Depositor shall not be regarded as a Unitholder entitled to attend the EGM and to speakand vote thereat unless he is shown to have Units entered against his name in the DepositoryRegister, as certified by CDP as at 48 hours before the EGM.9. ABSTENTIONS FROM VOTINGRule 919 of the Listing Manual prohibits interested persons and their associates (as definedin the Listing Manual) from voting on a resolution in relation to a matter in respect of whichsuch persons are interested in the EGM. The relevant associates of the Sponsor areBridgewater, PT. Sentra Dwimandiri and the Manager.Given that the Sponsor is interested in the Proposed Acquisitions, the Sponsor hasundertaken that (i) it will abstain, and will procure that its subsidiaries will abstain, from votingat the EGM on the resolutions in relation to the Proposed Acquisitions, and (ii) will not acceptappointments as proxies in relation to the resolutions on the Proposed Acquisitions unlessspecific instructions as to voting are given.Pursuant to the SIC Waiver granted in relation to the Whitewash Resolution, the Sponsor,parties acting in concert with it and parties not independent of the Sponsor are required toabstain from voting on the Whitewash Resolution.10. ACTION TO BE TAKEN BY UNITHOLDERSUnitholders will find enclosed in this Circular the Notice of EGM and a Proxy Form.If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and voteon his behalf, he should complete, sign and return the enclosed Proxy Form in accordancewith the instructions printed thereon as soon as possible and, in any event, so as to reachthe Unit Registrar and Unit Transfer Office at Boardroom Corporate & Advisory Services Pte.Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 not later than 2:00p.m. on 11 December 2012, being 48 hours before the time fixed for the EGM. Thecompletion and return of the Proxy Form by a Unitholder will not prevent him from attendingand voting in person at the EGM if he so wishes.Persons who have an interest in the approval of one or more of the resolutions must declineto accept appointment as proxies unless the Unitholder concerned has specific instructionsin his Proxy Form as to the manner in which his votes are to be cast in respect of suchresolutions.37