Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

4.4. Approval by UnitholdersIn approving the Proposed Acquisitions, Unitholders are deemed to have approved alldocuments which are required to be executed by the parties in order to give effect to theProposed Acquisitions including the Related Tenancy Agreements in relation to theProposed Properties. These agreements are therefore not subject to Rules 905 and 906of the Listing Manual (which require LMIR Trust to make an announcement or obtain theapproval of Unitholders depending on the materiality of the Interested PersonTransactions) insofar as there are no subsequent changes to the rental, rates and/orbasis of the fees charged thereunder which will adversely affect LMIR Trust. Futurerenewal or extension of these agreements will be subject to Rules 905 and 906 of theListing Manual.Details of the Related Tenancy Agreements are set out in Appendix F of the Circular.The Manager believes that the terms of the Related Tenancy Agreements are on normalcommercial terms.The Manager is of the view that the Proposed Acquisitions are in the ordinary course ofLMIR Trust’s business and are therefore not subject to Chapter 10 of the Listing Manual.4.5. Advice of the Independent Financial AdviserThe Manager and the Trustee have appointed KPMG Corporate Finance Pte Ltd (the“IFA”) to advise the independent Directors of the Manager comprising Mr AlbertSaychuan Cheok, Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock (the “IndependentDirectors”) and the Trustee in the transaction as to whether the Proposed Acquisitionsare (a) on normal commercial terms and (b) prejudicial to the interests of LMIR Trustand the Unitholders.Having considered the factors and made the assumptions set out in its letter, andsubject to the qualifications set out therein, the IFA is of the opinion that:4.5.1. in accordance with Chapter 9 of the Listing Manual, the Pejaten VillageAcquisition is on normal commercial terms and not prejudicial to LMIR Trust andthe Unitholders;4.5.2. in accordance with Chapter 9 of the Listing Manual, the Binjai SupermallAcquisition is on normal commercial terms and not prejudicial to LMIR Trust andthe Unitholders;4.5.3. in accordance with Paragraph 5 of the Property Funds Appendix, the PejatenVillage Acquisition is on normal commercial terms and is not prejudicial to theUnitholders; and4.5.4. in accordance with Paragraph 5 of the Property Funds Appendix, the BinjaiSupermall Acquisition is on normal commercial terms and is not prejudicial tothe Unitholders.A copy of the letter from the IFA to the Independent Directors and the Trustee (the “IFALetter”), containing its advice in full, is set out in Appendix A of this Circular.26