Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

is therefore regarded as a “controlling unitholder” 1 of LMIR Trust, and “controlling shareholder” 2of the Manager, under both the Listing Manual of the SGX-ST (the “Listing Manual”) and (whereapplicable) the Property Funds Appendix. The Pejaten Village Vendors are indirect wholly-ownedsubsidiaries of the Sponsor. For the purposes of Chapter 9 of the Listing Manual, each of thePejaten Village Vendors is an Interested Person 3 of LMIR Trust, and for the purposes of paragraph5 of the Property Funds Appendix relating to Interested Party Transactions, each of the PejatenVillage Vendors is an Interested Party 4 of LMIR Trust.As such, the Pejaten Village Acquisition will constitute an Interested Person Transaction underChapter 9 of the Listing Manual. The Pejaten Village Acquisition will also constitute an InterestedParty Transaction under paragraph 5 of the Property Funds Appendix. Further, the value of thePejaten Village Acquisition is equal to 8.2% of LMIR Trust’s net asset value (“NAV”) of S$1,153.8million as at 30 September 2012, and 8.2% of LMIR Trust’s latest unaudited net tangible assets(“NTA”) of S$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders isrequired under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix.Accordingly, the approval of Unitholders is sought for the Pejaten Village Acquisition (seeparagraph 4.1 of the Letter to Unitholders for further details).UNITHOLDERS SHOULD NOTE THAT RESOLUTION 1 (ACQUISITION OF PEJATEN VILLAGEFROM AN INTERESTED PERSON) IS SUBJECT TO AND CONTINGENT UPON THE PASSINGOF RESOLUTION 3 (THE WHITEWASH RESOLUTION).1 “Controlling Unitholder” means a person who:(a)(b)holds directly or indirectly 15% or more of the nominal amount of all voting units in the property fund. The MASmay determine that such a person is not a controlling unitholder; orin fact exercises control over the property fund.2 “Controlling Shareholder” means a person who:(a)(b)holds directly or indirectly 15% or more of the total number of issued shares excluding treasury shares in thecompany; orin fact exercises control over a company.3 “Interested Person” means:(a)In the case of a company, “interested person” means:(i) a director, chief executive officer, or controlling shareholder of the issuer; or(ii) an associate of any such director, chief executive officer, or controlling shareholder; and(b) in the case of a REIT, shall have the meaning defined in the Code on Collective Investment Schemes issuedby the MAS.4 “Interested Party” means:(a) a director, chief executive officer or controlling shareholder of the manager, or the manager, the trustee orcontrolling unitholder of the property fund; or(b) an associate of any director, chief executive officer or controlling shareholder of the manager, or an associateof the manager, the trustee or any controlling unitholder of the property fund.6