Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

The Manager intends to finance the cash portion of S$129.0 million of the Total AcquisitionCost with: the proceeds raised from the issuance of the S$200,000,000 4.88% Notes due 2015 andS$50,000,000 5.875% Notes due 2017 (collectively, the “Notes”) pursuant to theS$750,000,000 Guaranteed Euro Medium Term Note Programme established by LMIRTCapital Pte. Ltd. (a wholly-owned subsidiary of LMIR Trust) (the “EMTN Programme”) asannounced by the Manager on 26 June 2012; the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017 pursuantto the EMTN Programme as announced by the Manager on 15 November 2012; and internal cash reserves and working capital of LMIR Trust.1.2 Regulatory RegimeRequirement for Unitholders’ approval of the Proposed AcquisitionsThe following is extracted from section 4.1 of the Circular and provides an overview of why theProposed Acquisitions will constitute:Interested Person Transactions under Chapter 9 of the Listing Manual of the SGX ST (the“Listing Manual”); andInterested Party Transactions under paragraph 5 of the Property Funds Appendix,and, accordingly, will require the approval of Unitholders.“4.1. Interested Person Transaction and Interested Party Transaction in connection with theProposed AcquisitionsUnder Chapter 9 of the Listing Manual, where LMIR Trust proposes to enter into atransaction with an Interested Person and the value of the transaction (either in itself orwhen aggregated with the value of other transactions, each of a value equal to or greaterthan S$100,000 with the same Interested Person during the same financial year) is equal toor exceeds 5.0% of LMIR Trust’s latest unaudited NTA, Unitholders’ approval is requiredin respect of the transaction.Based on LMIR Trust’s consolidated financial statements for the nine-month period ended30 September 2012, the NTA of LMIR Trust was S$1,153.8 million as at 30 September2012. Accordingly, if the value of a transaction which is proposed to be entered into in thecurrent financial year by LMIR Trust with an Interested Person is, either in itself or inaggregation with all other earlier transactions (each of a value equal to or greater thanS$100,000) entered into with the same Interested Person during the current financial year,equal to or is in excess of S$57.7 million, such a transaction would be subject toUnitholders’ approval. Given the Pejaten Village Purchase Consideration and the BinjaiSupermall Aggregate Consideration of Rp.748.0 billion (or S$95.1 million) and Rp.237.5billion (or S$30.2 million) which is 8.2% and 2.6% of the NTA of LMIR Trust as at 30September 2012, respectively1, the value of each of the Pejaten Village Acquisition and theBinjai Supermall Acquisition will in aggregate exceed the said threshold.A-3