Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

that it is entitled to as it will neither be able to receive the Acquisition Fees in cash norin Units. In that case, this may disincentivise the Manager from actively sourcing for andpursuing acquisition opportunities from Interested Parties, even if such acquisitionsmay be beneficial 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,incentivising the Manager to raise the performance of LMIR Trust to the benefit ofUnitholders.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.6.4. Advice of the Independent Financial AdviserThe Manager has appointed KPMG Corporate Finance Pte Ltd as the independentfinancial adviser to advise the Independent Directors and the Trustee in relation to theWhitewash Resolution. A copy of the IFA Letter is set out in Appendix A of this Circularand Unitholders are advised to read the IFA Letter carefully.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 view that the WhitewashResolution is on normal commercial terms and is not prejudicial to the interests of LMIRTrust and the Unitholders.7. RECOMMENDATIONS7.1. On the Pejaten Village AcquisitionAfter taking into consideration the due diligence reports relating to the ProposedAcquisitions and the factors likely to affect the economics of the transactions, includingthe opinion of the IFA (as set out in the IFA Letter in Appendix A of this Circular), theIndependent Directors and the Audit Committee believe that the Pejaten VillageAcquisition is based on normal commercial terms and would not be prejudicial to theinterests of LMIR Trust or its Unitholders.(See paragraph 2.1 for details of the rationale for the Transactions and paragraph 4.5for the advice of the IFA.)Accordingly, both the Independent Directors and the Audit Committee recommend thatUnitholders vote at the EGM in favour of the resolution to approve the Pejaten VillageAcquisition.7.2. On the Binjai Supermall AcquisitionAfter taking into consideration the due diligence reports relating to the ProposedAcquisitions and the factors likely to affect the economics of the transactions, includingthe opinion of the IFA (as set out in the IFA Letter in Appendix A of this Circular), theIndependent Directors and the Audit Committee believe that the Binjai SupermallAcquisition is based on normal commercial terms and would not be prejudicial to theinterests of LMIR Trust or its Unitholders.(See paragraph 2.1 for details of the rationale for the Transactions and paragraph 4.5for the advice of the IFA.)Accordingly, both the Independent Directors and the Audit Committee recommend thatUnitholders vote at the EGM in favour of the resolution to approve the Binjai SupermallAcquisition.36