Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

The Independent Directors should note that in the event that the Whitewash Resolution ispassed, the Sponsor and parties acting in concert with it may increase their unitholdings inLMIR Trust in accordance with the table shown.7.4 Nature of the Acquisition Fee UnitsWe note that pursuant to Clause 15.2.1 of the trust deed constituting the LMIR Trust (asamended), the Manager has an entitlement to the Acquisition Fee.Whilst the Manager may typically elect to receive the Acquisition Fee in the form of cash and/orUnits, the Manager is required under paragraph 5.6 of the Property Funds Appendix to receivethe Acquisition Fee in Units, as a result of it being payable in respect of acquisitions frominterested parties.We note that without the Whitewash Resolution, the Manager will not be able to receive theAcquisition Fees that it is entitled to. A failure to pass the Whitewash Resolution maydisincentivise the Manager from actively sourcing for and pursuing acquisition opportunitiesfrom Interested Parties, even if such acquisitions may be beneficial to Unitholders.7.5 Moratorium on sale of Acquisition Fee UnitsIn accordance with paragraph 5.6 of the Property Funds Appendix which applies to InterestedParty Transactions, the Units to be issued as payment of the Pejaten Village Acquisition Fee andthe Binjai Supermall Acquisition Fee are not to be sold within one year from their date ofissuance.8. OUR OPINIONSHaving carefully considered the information available to us and our analysis set out above, andbased upon the monetary, industry, market, economic and other relevant conditions subsistingon the Latest Practicable Date, we are of the opinion that:In accordance with Chapter 9 of the Listing Manual, the Pejaten Village Acquisition ison normal commercial terms and is not prejudicial to LMIR Trust and the minorityUnitholders.In accordance with Paragraph 5 of the Property Funds Appendix, the Pejaten VillageAcquisition is on normal commercial terms and is not prejudicial to the minorityUnitholders.In accordance with Chapter 9 of the Listing Manual, the Binjai Supermall Acquisitionis on normal commercial terms and is not prejudicial to LMIR Trust and the minorityUnitholders.In accordance with Paragraph 5 of the Property Funds Appendix, the Binjai SupermallAcquisition is on normal commercial terms and is not prejudicial to the minorityUnitholders.The Whitewash Resolution is on normal commercial terms and is not prejudicial toLMIR Trust and the minority Unitholders.A-23