Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

7. EVALUATION OF THE WHITEWASH RESOLUTIONIn arriving at our opinion in relation to the Whitewash Resolution, we have taken into accountthe following key factors:7.1 Rationale for the Whitewash ResolutionThe Manager has provided the reasons for the Whitewash Resolution, the following rationaleextracted from section 6.3 of the Circular:“6.3. Rationale for the Whitewash ResolutionThe Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units inits own capacity, and the rationale for allowing the Manager to do so is set out as follows.Pursuant to Clause 15.2.1 of the Trust Deed, the Acquisition Fees are payable to theManager in the form of cash and/or Units (as the Manager may elect). However, theManager is required under paragraph 5.6 of the Property Funds Appendix to receive theAcquisition Fee in Units. Accordingly, without the Whitewash Resolution, and in view ofRule 14.1(a) of the Code, the Manager will not be able to receive the Acquisition Fees thatit is entitled to as it will neither be able to receive the Acquisition Fees in cash nor in Units.In that case, this may disincentivise the Manager from actively sourcing for and pursuingacquisition opportunities from Interested Parties, even if such acquisitions may bebeneficial to Unitholders.The Manager is also of the view that allowing it to receive the Acquisition Fees in Unitswill demonstrate the long-term commitment of the Manager and of the Sponsor to LMIRTrust. It will also further align the interests of the Manager with Unitholders, incentivisingthe Manager to raise the performance of LMIR Trust to the benefit of Unitholders.The Manager also wishes to note that pursuant to paragraph 5.6 of the Property FundsAppendix, the Acquisition Fee Units cannot be sold within one year from the date of theirissuance and so there is sufficient safeguard in place to prevent the Manager fromimmediately selling down the Acquisition Fee Units.”7.2 Pricing of the UnitsThe Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee shall be payableto the Manager in Units to be issued at an issue price based on the volume weighted averageprice (“VWAP”) for a Unit for all trades on the SGX-ST for the period of 10 business daysimmediately preceding the Proposed Completion (the “10-day VWAP”).We have reviewed and selected completed precedent acquisition fee unit issuances announcedby other real estate investment trusts listed on SGX ST from 24 Aug 2009 until the LatestPracticable Date:A-20