ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail...

20
2019 ANNUAL REPORT EXPERIENCE ALL ABOUT THE

Transcript of ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail...

Page 1: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

2019ANNUAL REPORT

EXPERIENCE ALL ABOUT THE

Page 2: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

OUR VISIONLippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating and utilising scale whilst leading the way in innovation and quality. We aim to create long-term value for stakeholders by providing access to investment opportunities driven by strong economic and consumer growth.

OUR MISSIONWe are committed to:

• Delivering regular and stable distributions to Unitholders

• Growing our portfolio by way of accretive investments in retail and/or retail-related assets

• Enhancing returns from existing and future properties

• Achieving long-term growth to provide Unitholders with capital appreciation on their investments

Page 3: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

ABOUTLMIR TRUST

As the only Indonesia-exposed retail real estate investment trust listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”), Lippo Malls Indonesia Retail Trust (“LMIR Trust”) offers investors a unique opportunity to participate in the bustling retail property sector in Southeast Asia’s largest economy.

With a growing presence in key cities in Indonesia, LMIR Trust is able to leverage Indonesia’s rising affluence and greater consumer spending power to deliver stable and sustainable returns to Unitholders.

As the Manager, LMIRT Management Ltd is focused on reinforcing its strategic pillars which include actively managing its assets together with its mall operator to drive healthy occupancy rates, maintaining optimal property and tenant diversification across its portfolio, as well as actively seeking to increase and optimise its portfolio’s value through yield-accretive acquisitions and asset enhancement initiatives.

ANNUAL REPORT 2019 1

CONTENTS• Notice of Annual General Meeting• Proxy Form• Request Form

Page 4: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

2 LIPPO MALLS INDONESIA RETAIL TRUST

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

(Constituted in the Republic of Singapore pursuant to a Trust Deeddated 8 August 2007 (as amended))

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

LIPPO MALLS INDONESIA RETAIL TRUST

NOTICE IS HEREBY GIVEN that the Eleventh Annual General Meeting (“AGM”) of the holders of units of Lippo Malls Indonesia Retail Trust (“LMIR Trust”, and the holders of units of LMIR Trust, “Unitholders”) will be held on Thursday, 23 April 2020 at 9:30 a.m. at Mandarin Ballroom 3, Level 6, Main Tower, Mandarin Orchard, 333 Orchard Road, Singapore 238867 to transact the following business:

(A) AS ORDINARY BUSINESS

1. To receive and adopt the Report of the Trustee issued by Perpetual (Asia) Limited, as trustee of LMIR Trust (the “Trustee”), the Statement by the Manager issued by LMIRT Management Ltd, as manager of LMIR Trust (the “Manager”), and the Audited Financial Statements of LMIR Trust for the financial year ended 31 December 2019 together with the Auditors’ Report thereon.

(Ordinary Resolution 1)

2. To re-appoint RSM Chio Lim LLP as Auditors of LMIR Trust and to hold office until the conclusion of the next AGM and to authorise the Manager to fix their remuneration.

(Ordinary Resolution 2)

(B) AS SPECIAL BUSINESS

To consider and if thought fit, to pass with or without any modifications, the following resolution as an Ordinary Resolution:

3. That pursuant to Clause 5 of the trust deed constituting LMIR Trust (as amended) (the “Trust Deed”) and the listing rules of Singapore Exchange Securities Trading Limited (“SGX-ST”), the Manager be authorised and empowered to:

Page 5: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

ANNUAL REPORT 2019 3

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

(a) (i) issue units in LMIR Trust (“Units”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Units,

at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and

(b) issue Units in pursuance of any Instrument made or granted by the Manager while this Resolution was in force (notwithstanding the authority conferred by this Resolution may have ceased to be in force at the time such Units are issued),

provided that:

(1) the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent (50.0%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to existing Unitholders (including Units to be issued in pursuance of Instruments to be made or granted pursuant to this Resolution) shall not exceed twenty per cent (20.0%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below);

(2) subject to such manner of calculation as may be prescribed by the SGX-ST, for the purpose of determining the aggregate number of Units and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued Units and Instruments shall be based on the total number of issued Units (excluding treasury Units, if any) at the time of the passing of this Resolution, after adjusting for:

(a) new Units arising from the conversion or exercise of the Instruments or any convertible securities; and

Page 6: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

4 LIPPO MALLS INDONESIA RETAIL TRUST

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

(b) any subsequent bonus issue, consolidation or subdivision of Units;

provided such adjustment in sub-paragraph (2)(a) is made in respect of new shares arising from exercise of Instruments or convertible securities which were issued and outstanding or subsisting at the time of the passing of this Resolution;

(3) in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Trust Deed for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore);

(4) unless revoked or varied by Unitholders in a general meeting of LMIR Trust, the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next AGM of LMIR Trust or (ii) the date by which the next AGM of LMIR Trust is required by law to be held, whichever is earlier or (iii) in the case of Units to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such Units in accordance with the terms of the Instruments;

(5) where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Units into which the Instruments may be converted in the event of rights, bonus or other capitalisation issues or any other events, the Manager is authorised to issue additional Instruments or Units pursuant to such adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time the Instruments or Units are issued; and

(6) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including, without limitation, executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider necessary, expedient, incidental or in the interest of LMIR Trust to give effect to the authority contemplated and/or authorised by this Resolution.

(Please see Explanatory Note 1)(Ordinary Resolution 3)

Page 7: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

ANNUAL REPORT 2019 5

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

4. That:

(a) approval be and is hereby given to the proposed supplement to the Trust Deed to amend the provisions regarding the repurchase and redemption of Units in the manner set out in Annex A of the Letter to Unitholders dated 20 March 2020 which is available on LMIR Trust’s website at http://lmir.listedcompany.com (the “Unit Buy-Back Trust Deed Supplement”).

(b) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of LMIR Trust to give effect to Unit Buy-Back Trust Deed Supplement.

(Please see Explanatory Note 2)(Extraordinary Resolution 4)

5. That subject to and conditional upon the passing of Extraordinary Resolution 4:

(a) the exercise of all the powers of the Manager to repurchase issued Units for and on behalf of LMIR Trust not exceeding the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Manager in accordance with the Trust Deed from time to time up to the Maximum Price (as hereafter defined), whether by way of:

(i) market repurchase(s) (“Market Repurchase”) effected on the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted; and/or;

(ii) off-market repurchase(s) (which are not market repurchases) (“Off-Market Repurchase”) in accordance with any equal access scheme(s) as may be determined or formulated by the Manager as it considers fit in accordance with the Trust Deed, as proposed to be supplemented by the Unit Buy-Back Trust Deed Supplement,

and otherwise in accordance with all applicable laws and regulations including the rules of the SGX-ST or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted, be and is hereby authorised and approved generally and unconditionally (the “Unit Buy-Back Mandate”).

Page 8: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

6 LIPPO MALLS INDONESIA RETAIL TRUST

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

(b) Unless revoked or varied by Unitholders in a general meeting, the Unit Buy-Back Mandate, if approved by Unitholders, will be in force from the period commencing from the date on which the AGM is held and the Unit Buy-Back Mandate is approved and expiring on the earliest of the following dates:

(i) the date on which the next AGM of LMIR Trust is held;

(ii) the date by which the next AGM of LMIR Trust is required by applicable laws and regulations or the provisions of the Trust Deed to be held; or

(iii) the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated.

(c) in this Resolution:

“Average Closing Price” means the average of the closing market prices of the Units over the last five Market Days (as defined herein), on which transactions in the Units were recorded, immediately preceding the date of the Market Repurchase or, as the case may be, the date of the making of the offer pursuant to the Off-Market Repurchase, and deemed to be adjusted for any corporate action that occurs during the relevant five Market Days and the date on which the Market Repurchase(s) or, as the case may be, the date on which the offer pursuant to the Off-Market Repurchase(s), is made.

“date of the making of the offer” means the date on which the Manager makes an offer for an Off-Market Repurchase, stating therein the repurchase price (which shall not be more than the Maximum Price for an Off-Market Repurchase calculated on the foregoing basis) for each Unit and the relevant terms of the equal access scheme for effecting the Off-Market Repurchase.

“Market Day” means a day on which the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted is open for trading in securities.

Page 9: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

ANNUAL REPORT 2019 7

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

“Maximum Limit” means the total number of Units which may be repurchased pursuant to the Unit Buy-Back Mandate is limited to that number of Units representing not more than 10.0% of the total number of issued Units as at the date of the AGM.

“Maximum Price” in relation to a Unit to be repurchased, means the repurchase price (excluding brokerage, stamp duty, commission, applicable goods and services tax and other related expenses) which shall not exceed 105.0% of the Average Closing Price of the Units for both a Market Repurchase and an Off-Market Repurchase.

(d) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of LMIR Trust to give effect to the transactions contemplated and/or authorised by this Resolution.

(Ordinary Resolution 5)

6. To transact any other business as may properly be transacted at an AGM.

By Order of the BoardLMIRT Management Ltd(Company Registration No. 200707703M)as Manager of Lippo Malls Indonesia Retail Trust

Tan Lay HongCompany Secretary

Singapore20 March 2020

Page 10: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

8 LIPPO MALLS INDONESIA RETAIL TRUST

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

EXPLANATORY NOTES:

1. Ordinary Resolution 3

The Ordinary Resolution (3), if passed, will empower the Manager from the date of this AGM until (i) the date by which the next AGM of the Unitholders of LMIR Trust, or (ii) the date by which the next AGM of the Unitholders is required by law to be held, or (iii) such authority is varied or revoked by the Unitholders in a general meeting, whichever is the earliest, to issue Units, make or grant Instruments and to issue Units pursuant to such Instruments, up to a number not exceeding, in total, fifty per cent (50.0%) of the total number of issued Units (excluding treasury Units, if any), with a sub-limit of twenty per cent (20.0%) for issues other than on a pro rata basis to Unitholders.

For the purpose of determining the aggregate number of Units that may be issued, the percentage of issued Units will be calculated based on the total number of issued Units (excluding treasury Units, if any) at the time this Ordinary Resolution is passed after adjusting for (a) new Units arising from the conversion or exercise of any Instruments; and (b) any subsequent bonus issue, consolidation or subdivision of Units provided such adjustment in sub-paragraphs (a) above is made in respect of new units arising from the conversion or exercise of any Instruments which were issued and outstanding or subsisting at the time of the passing of this Ordinary Resolution.

2 Extraordinary Resolution 4

Extraordinary Resolution 4, if passed, will approve the supplement to the Trust Deed with the Unit buy-Back Trust Deed Supplement, which is set out in Annex A of the Letter to Unitholders dated 20 March 2020.

Page 11: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

ANNUAL REPORT 2019 9

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

3. Ordinary Resolution 5

Ordinary Resolution 5, if passed, will empower the Manager from the date of the AGM until (i) the date on which the next AGM of LMIR Trust is held; (ii) the date by which the next AGM of LMIR Trust is required by applicable laws and regulations or the provisions of the Trust Deed to be held or (iii) the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated, whichever is the earliest, to exercise all powers to repurchase issued Units for and on behalf of LMIR Trust not exceeding in aggregated 10.0% of the total number of Units as at the date of the passing of Ordinary Resolution 5, whether by way of Market Repurchase(s) or Off-Market Repurchase(s), on the terms of the Unit Buy-Back Mandate set out in the Letter to Unitholders dated 20 March 2020, unless such authority is revoked or varied by the Unitholders in a general meeting.

As the Unit Buy-Back Trust Deed Supplement is required for the adoption of the Unit Buy-Back Mandate, Ordinary Resolution 5 is conditional upon the passing of the Extraordinary Resolution 4.

Important Notice:

1. A Unitholder who is not a relevant intermediary entitled to attend and vote at the AGM is entitled to appoint one or two proxies to attend and vote in his or her stead. A proxy need not be a Unitholder. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he or she specifies the proportion of his or her holding (expressed as a percentage of the whole) to be represented by each proxy.

2. A Unitholder who is a relevant intermediary, entitled to attend and vote at the AGM is entitled to appoint more than two proxies to attend and vote instead of the Unitholder, but each proxy must be appointed to exercise the rights attached to a different Unit or Units held by such Unitholder. Where such Unitholder appoints more than one proxy, the appointment shall be invalid unless the Unitholder specifies the number of Units in relation to which each proxy has been appointed in the Proxy Form (defined below).

Page 12: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

10 LIPPO MALLS INDONESIA RETAIL TRUST

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

“Relevant intermediary” means:

(a) a banking corporation licensed under the Banking Act, Chapter 19 of Singapore, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds Units in that capacity;

(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act, Chapter 289 of Singapore, and who holds Units in that capacity; or

(c) the Central Provident Fund Board (“CPF Board”) established by the Central Provident Fund Act, Chapter 36 of Singapore, in respect of Units purchased under the subsidiary legislation made under the Central Provident Fund Act, Chapter 36 of Singapore providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those Units in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

3. The instrument appointing a proxy or proxies (the “Proxy Form”) must be deposited at the office of LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte Ltd, 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 not less than seventy-two (72) hours before the time appointed for holding the AGM.

4. A corporation, being a Unitholder, may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representatives at the AGM and the person so authorised shall upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.

Page 13: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

ANNUAL REPORT 2019 11

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a Unitholder (i) consents to the collection, use and disclosure of the Unitholder’s personal data by LMIR Trust (or its agents) for the purpose of the processing and administration by LMIR Trust (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for LMIR Trust (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the Unitholder discloses the personal data of the Unitholder’s proxy(ies) and/or representative(s) to LMIR Trust (or its agents), the Unitholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by LMIR Trust (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Unitholder will indemnify LMIR Trust in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Unitholder’s breach of warranty.

Page 14: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

12 LIPPO MALLS INDONESIA RETAIL TRUST

NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS

PRECAUTIONARY MEASURES FOR COVID-19

In view of the COVID-19 situation, the following precautionary measures will be put in place for the Eleventh Annual General Meeting (the “AGM”) of the holders of Lippo Malls Indonesia Retail Trust (“LMIR TRUST”).

(a) Unitholders attending the AGM will undergo a temperature check to be carried out by Mandarin Orchard. Any Unitholder with presence of fever (37.5 °C and above) will not be permitted to enter Mandarin Orchard.

(b) Unitholders will be required to complete a health and travel declaration form by LMIR Trust (or its agents) to declare your recent travel history and provide contact details for the purpose of contact tracing, if required. We may also at our discretion deny entry to persons exhibiting cough and/or flu like symptoms. If you feel unwell or experience any COVID-19 symptoms, please do seek medical attention immediately, and take time to rest and fully recuperate at home. This exercising of social responsibility will help prevent the spread of viruses in shared spaces such as the meeting venue.

(c) To minimize contact between individuals, no food will be served at the AGM.

We request that you please arrive early for the AGM in order not to delay registration process due to the above precautionary measures in place.

We seek the understanding and cooperation of all Unitholders.

Page 15: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

PR

OX

Y F

OR

MA

NN

UA

L G

EN

ER

AL

ME

ET

ING

IMP

OR

TAN

T:1.

A

rel

evan

t in

term

edia

ry m

ay a

pp

oin

t m

ore

tha

n tw

o p

roxi

es t

o a

tten

d t

he

Ann

ual

Gen

eral

Mee

ting

(“A

GM

”) a

nd v

ote

(p

leas

e se

e N

ote

2 f

or

the

def

init

ion

of

“rel

evan

t in

term

edia

ry”)

.2.

Fo

r in

vest

ors

who

hav

e us

ed t

heir

CPF

mon

ies

to b

uy u

nits

in

Lip

po

Mal

ls

Ind

ones

ia R

etai

l Tru

st, t

his

Ann

ual R

epor

t is

forw

ard

ed to

them

at t

he re

que

st

of t

he C

PF A

pp

rove

d N

omin

ees

and

is s

ent

FOR

INFO

RM

ATI

ON

ON

LY.

3.

This

Pro

xy F

orm

is n

ot v

alid

for u

se b

y C

PF

Inve

sto

rs a

nd s

hall

be

inef

fect

ive

for

all i

nten

ts a

nd p

urp

ose

s if

used

or

is p

urp

ort

ed t

o b

e us

ed b

y th

em.

4.

PLE

ASE

RE

AD

TH

E N

OTE

S TO

TH

E P

RO

XY

FO

RM

.

Per

sona

l Dat

a P

riva

cyB

y su

bm

itti

ng a

n in

stru

men

t ap

po

inti

ng a

pro

xy(ie

s) a

nd/o

r re

pre

sent

ativ

es(s

), th

e un

itho

lder

acc

epts

and

ag

rees

to

the

per

sona

l dat

a p

riva

cy t

erm

s se

t o

ut in

th

e N

oti

ce o

f A

GM

dat

ed 2

0 M

arch

202

0.

LIP

PO

MA

LLS

IND

ON

ESI

A R

ETA

IL T

RU

ST(C

ons

titu

ted

in t

he R

epub

lic o

f Si

ngap

ore

pur

suan

t to

a

trus

t d

eed

dat

ed 8

Aug

ust

2007

(as

amen

ded

))

I/W

e

(Nam

e)

of

(A

dd

ress

)

bei

ng a

uni

tho

lder

/uni

tho

lder

s o

f Li

pp

o M

alls

Ind

one

sia

Ret

ail T

rust

(“LM

IR T

rust

”), h

ereb

y ap

po

int:

Nam

eN

RIC

/Pas

spo

rt N

umb

erP

rop

ort

ion

of

Uni

tho

ldin

gs

No

. of

Uni

ts%

Ad

dre

ss

and

/or

(del

ete

as a

pp

rop

riat

e)

Nam

eN

RIC

/Pas

spo

rt N

umb

erP

rop

ort

ion

of

Uni

tho

ldin

gs

No

. of

Uni

ts%

Ad

dre

ss

or,

bo

th o

f w

hom

fai

ling

, th

e C

hair

man

of

the

Mee

ting

as

my/

our

pro

xy/p

roxi

es t

o a

tten

d a

nd t

o v

ote

fo

r m

e/us

on

my/

our

b

ehal

f at t

he A

GM

of L

MIR

Tru

st to

be

held

on

Thur

sday

, 23

Ap

ril 2

020

at 9

:30

a.m

. at M

and

arin

Bal

lroo

m 3

, Lev

el 6

, Mai

n To

wer

, M

and

arin

Orc

hard

, 33

3 O

rcha

rd R

oad

, Si

ngap

ore

238

867

and

any

ad

jour

nmen

t th

ereo

f. I

/We

dire

ct m

y/o

ur p

roxy

/pro

xies

to

vo

te fo

r, ag

ains

t and

/or a

bst

ain

fro

m v

oti

ng o

n th

e R

eso

luti

ons

to b

e p

rop

ose

d a

t the

AG

M a

s in

dic

ated

her

eund

er. I

f no

sp

ecifi

c d

irect

ion

as t

o v

oti

ng is

giv

en, t

he p

roxy

/pro

xies

may

vo

te o

r ab

stai

n fr

om

vo

ting

at

his/

her/

thei

r d

iscr

etio

n, a

s he

/she

/the

y m

ay

on

any

oth

er m

atte

r ar

isin

g a

t th

e A

GM

.

No

.R

eso

luti

ons

rel

atin

g t

o:

No

. of

vote

s‘F

or’

*N

o. o

f vo

tes

‘Ag

ains

t’*

Ab

stai

n*

Ord

inar

y B

usin

ess

1To

rece

ive

and

ad

op

t the

Rep

ort

of t

he T

rust

ee, t

he S

tate

men

t by

the

Man

ager

, th

e A

udit

ed F

inan

cial

Sta

tem

ents

of

LMIR

Tru

st f

or

the

finan

cial

yea

r en

ded

31

Dec

emb

er 2

019

and

the

Aud

ito

rs’ R

epo

rt t

here

on

(Ord

inar

y R

eso

luti

on)

2To

re-

app

oin

t R

SM C

hio

Lim

LLP

as

Aud

ito

rs o

f LM

IR T

rust

and

aut

hori

se t

he

Man

ager

to

fix

the

Aud

ito

rs’ r

emun

erat

ion

(Ord

inar

y R

eso

luti

on)

Spec

ial B

usin

ess

3To

aut

hori

se th

e M

anag

er to

issu

e ne

w U

nits

and

to m

ake

or g

rant

co

nver

tib

le

inst

rum

ents

(Ord

inar

y R

eso

luti

on)

4To

ap

pro

ve th

e p

rop

ose

d U

nit B

uy-B

ack

Trus

t Dee

d S

upp

lem

ent.

(Ext

rao

rdin

ary

Res

olu

tio

n)

5To

ap

pro

ve t

he U

nit

Buy

-Bac

k M

and

ate.

(Ord

inar

y R

eso

luti

on)

* If

you

wis

h to

exe

rcis

e al

l yo

ur v

otes

“Fo

r” o

r “A

gai

nst”

the

res

olut

ion

or a

bst

ain

from

vot

ing

on

the

reso

lutio

n, p

leas

e tic

k (P

) w

ithin

the

box

pro

vid

ed.

Alte

rnat

ivel

y, p

leas

e in

dic

ate

the

num

ber

of U

nits

in t

he b

oxes

pro

vid

ed.

Dat

ed t

his

d

ay o

f

202

0To

tal n

umb

er o

f U

nits

hel

d

Sig

natu

re(s

) of

Uni

tho

lder

(s)/

Co

mm

on

Seal

of

Co

rpo

rate

Uni

tho

lder

IMP

OR

TAN

T: P

LEA

SE R

EA

D N

OTE

S TO

PR

OX

Y F

OR

M O

N R

EV

ER

SE P

AG

E

Page 16: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

IMP

OR

TAN

T: PLE

ASE

RE

AD

THE

NO

TES TO

PR

OX

Y FO

RM

BE

LOW

No

tes to P

roxy Fo

rm1.

A unitho

lder o

f Lipp

o M

alls Indo

nesia Retail Trust (“LM

IR Trust” and

a unithold

er of LM

IR Trust, “U

nithold

er”) who

is not a relevant interm

ediary entitled

to

attend the m

eeting and

vote is entitled

to ap

po

int not m

ore than tw

o p

roxies to

attend and

vote instead

of the U

nithold

er. A p

roxy need

not b

e a Unitho

lder.

Where a U

nithold

er app

oints m

ore than o

ne pro

xy, the app

ointm

ents shall be invalid

unless the Unitho

lder sp

ecifies the pro

po

rtion o

f the Unitho

lder’s ho

lding

s (exp

ressed as a p

ercentage o

f the who

le) to b

e represented

by each p

roxy.

2. A

Unitho

lder w

ho is a relevant interm

ediary entitled

to attend

the meeting

and vo

te is entitled to

app

oint m

ore than tw

o p

roxies to

attend and

vote instead

of the

Unitho

lder, b

ut each pro

xy must b

e app

ointed

to exercise the rig

hts attached to

a different U

nit or U

nits held b

y such Unitho

lder. W

here such Unitho

lder ap

po

ints m

ore than o

ne pro

xy, the app

ointm

ents shall be invalid

unless the Unitho

lder sp

ecifies the numb

er of U

nits in relation to

which each p

roxy has b

een app

ointed

.

“Relevant interm

ediary” m

eans:(a)

a banking

corp

oratio

n licensed und

er the Banking

Act, C

hapter 19 o

f Singap

ore o

r a who

lly ow

ned sub

sidiary o

f such a banking

corp

oratio

n,(b

) a p

erson ho

lding

a capital m

arkets services licence to p

rovid

e custod

ial services for securities und

er the Securities and Futures A

ct, Chap

ter 289 of

Singap

ore and

who

hold

s Units in that cap

acity; or

(c) the C

entral Pro

vident Fund

Bo

ard (“C

PF B

oard

”) established

by the C

entral Pro

vident Fund

Act, C

hapter 36 o

f Singap

ore, in resp

ect of U

nits purchased

und

er the subsid

iary legislatio

n mad

e under the C

entral Pro

vident Fund

Act, C

hapter 36 o

f Singap

ore p

rovid

ing fo

r the making

of investm

ents from

the co

ntributio

ns and interest stand

ing to

the credit o

f mem

bers o

f the Central P

rovid

ent Fund, if the C

PF B

oard

hold

s those U

nits in the capacity o

f an interm

ediary p

ursuant to o

r in accord

ance with that sub

sidiary leg

islation.

3. The instrum

ent app

ointing

a pro

xy (the “Pro

xy Form

”) must b

e dep

osited

at the Unit R

egistrar’s reg

istered o

ffice at Bo

ardro

om

Co

rpo

rate & A

dviso

ry Services P

te Ltd at 50 R

affles Place, #32-01 Sing

apo

re Land To

wer, Sing

apo

re 048623, not less than 72 ho

urs befo

re the time set fo

r the AG

M.

4. C

om

pletio

n and return o

f the Pro

xy Form

shall not p

reclude a U

nithold

er from

attending

and vo

ting at the m

eeting. A

ny app

ointm

ent of a p

roxy o

r pro

xies shall b

e deem

ed to

be revo

ked if a U

nithold

er attends the m

eeting in p

erson, and

in such event, the LMIR

T Manag

ement Ltd

., in its capacity as m

anager o

f LMIR

Trust (the “M

anager”) reserves the rig

ht to refuse to

adm

it any perso

n or p

ersons ap

po

inted und

er the Pro

xy Form

, to the m

eeting.

5. A

Unitho

lder sho

uld insert the to

tal numb

er of U

nits held. If the U

nithold

er has Units entered

against the U

nithold

er’s name in the D

epo

sitory R

egister

maintained

by The C

entral Dep

osito

ry (Pte) Lim

ited (“C

DP

”), the Unitho

lder sho

uld insert that num

ber o

f Units. If the U

nithold

er has Units reg

istered in the

Unitho

lder’s nam

e in the Reg

ister of U

nithold

ers of LM

IR Trust, the U

nithold

er should

insert that numb

er of U

nits. If the Unitho

lder has U

nits entered ag

ainst the U

nithold

er’s name in the said

Dep

osito

ry Reg

ister and reg

istered in the U

nithold

er’s name in the R

egister o

f Unitho

lders o

f LMIR

Trust, the Unitho

lder

should

insert the agg

regate num

ber o

f Units. If no

numb

er is inserted, this fo

rm o

f pro

xy will b

e deem

ed to

relate to all the U

nits held b

y the Unitho

lder.

6. The P

roxy Fo

rm m

ust be executed

, under the hand

of the ap

po

intor o

r of his/her atto

rney duly autho

rised in w

riting. W

here the Pro

xy Form

is executed b

y a co

rpo

ration, it m

ust be executed

either under its co

mm

on seal o

r under the hand

of its atto

rney or a d

uly authorised

officer.

7. W

here Pro

xy Form

is signed

on b

ehalf of the ap

po

intor b

y an attorney, the p

ow

er of atto

rney or a d

uly certified co

py thereo

f must (failing

previo

us registratio

n w

ith the Manag

er) be lo

dg

ed w

ith the instrument ap

po

inting a p

roxy, failing

which the P

roxy Fo

rm m

ay be treated

as invalid.

8. A

corp

oratio

n, being

a Unitho

lder, m

ay by reso

lution o

f its directo

rs or o

ther go

verning b

od

y authorise such p

erson as it thinks fit to

act as its representative at

the AG

M and

the perso

n so autho

rised shall up

on p

rod

uction o

f a cop

y of such reso

lution certified

by a d

irector o

f the corp

oratio

n to b

e a true cop

y, be entitled

to

exercise the po

wers o

n behalf o

f the corp

oratio

n so rep

resented as the co

rpo

ration co

uld exercise in p

erson if it w

ere an individ

ual.9.

All U

nithold

ers will b

e bo

und b

y the outco

me o

f the AG

M reg

ardless o

f whether they have attend

ed o

r voted

at the AG

M.

10. A

t any meeting

, a resolutio

n put to

the vote o

f the meeting

shall be d

ecided

on a p

oll.

11. O

n a po

ll, every Unitho

lder w

ho is p

resent in perso

n or b

y pro

xy shall have one vo

te for every U

nit of w

hich he is the Unitho

lder. A

perso

n entitled to

mo

re than o

ne vote need

not use all his vo

tes or cast them

the same w

ay.

General

The Manag

er shall be entitled

to reject a P

roxy Fo

rm w

hich is incom

plete, im

pro

perly co

mp

leted o

r illegib

le or w

here the true intentions o

f the app

ointo

r are not

ascertainable fro

m the instructio

ns of the ap

po

intor sp

ecified o

n and/o

r attached to

the Pro

xy Form

. In add

ition, in the case o

f Units entered

in the Dep

osito

ry R

egister; (a) the M

anager m

ay reject a Pro

xy Form

if the Unitho

lder, b

eing the ap

po

intor, is no

t show

n to have U

nits entered ag

ainst the Unitho

lder’s nam

e in the D

epo

sitory R

egister no

t less than 72 hours b

efore the tim

e app

ointed

for ho

lding

the meeting

, as certified b

y CD

P to

the Manag

er; (b) shall b

e entitled and

bo

und

to accep

t as accurate the numb

er of U

nits entered ag

ainst the name o

f that Unitho

lder as sho

wn in the D

epo

sitory R

egister as at the tim

e not earlier than 72 ho

urs p

rior to

the time o

f the meeting

, supp

lied b

y CD

P to

the Manag

er and to

accept the m

aximum

numb

er of vo

tes which in ag

greg

ate that Unitho

lder and

his/her p

roxy/ies (if any) are ab

le to cast o

n po

ll a numb

er which is the num

ber o

f Units entered

against the nam

e of that U

nithold

er as show

n in the Dep

osito

ry Reg

ister, w

hether that numb

er is greater o

r smaller than that sp

ecified b

y the Unitho

lder o

r in the Pro

xy Form

.

BU

SINE

SS RE

PLY

SER

VIC

EP

ER

MIT N

O. 08564

LMIR

T MA

NA

GE

ME

NT LTD

.(The M

anager o

f Lipp

o M

alls Indo

nesia Retail Trust)

c/o B

oard

roo

m C

orp

orate &

Ad

visory Services P

te. Ltd.

50 Raffles P

lace#32-01 Sing

apo

re Land To

wer

Singap

ore 048623

Po

stage w

ill be

paid

by

add

ressee.Fo

r po

sting in

Singap

ore o

nly.

1st fold

here

2nd fo

ld here

3rd fo

ld here

Glue all sid

es firmly. D

o no

t staple o

r spo

t seal.

Page 17: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

LIP

PO

MA

LLS

IND

ON

ESI

A R

ETA

IL T

RU

ST(C

ons

titu

ted

in t

he R

epub

lic o

f Si

ngap

ore

pur

suan

t to

a

trus

t d

eed

dat

ed 8

Aug

ust

2007

(as

amen

ded

))

20 M

arch

202

0

Dea

r U

nith

old

er,

Ple

ase

find

enc

lose

d a

co

py

of

the

No

tice

of

Ann

ual

Gen

eral

Mee

ting

and

Pro

xy F

orm

fo

r Li

pp

o M

alls

Ind

one

sia

Ret

ail

Trus

t’s

(“LM

IR T

rust

”) u

pco

min

g 1

1th

Ann

ual G

ener

al M

eeti

ng t

o b

e he

ld o

n Th

ursd

ay, 2

3rd

Ap

ril 2

020.

In l

ine

wit

h LM

IR T

rust

’s s

usta

inab

ility

eff

ort

s to

lim

it p

aper

was

tag

e, w

e ar

e ad

op

ting

an

elec

tro

nic

cop

y o

f LM

IR T

rust

’s a

nnua

l re

po

rt fo

r fin

anci

al y

ear

end

ed 3

1 D

ecem

ber

201

9 (“

Ann

ual R

epo

rt 2

019”

) and

Let

ter

to U

nith

old

ers

dat

ed 2

0 M

arch

202

0, w

hich

ar

e av

aila

ble

on

LMIR

Tru

st’s

web

site

at

http

://l

mir.

liste

dco

mp

any.

com

.

No

neth

eles

s, i

f yo

u w

ish

to r

ecei

ve a

pri

nted

co

py

of

the

Ann

ual

Rep

ort

201

9 an

d L

ette

r to

Uni

tho

lder

s d

ated

20

Mar

ch 2

020,

p

leas

e co

mp

lete

the

Req

uest

Fo

rm b

elo

w a

nd r

etur

n it

to

us

by

mai

l no

late

r th

an M

ond

ay, 6

Ap

ril 2

020.

By

Ord

er o

f th

e B

oar

d

LMIR

T M

anag

emen

t Lt

d.

(Co

mp

any

Reg

istr

atio

n N

o. 2

0070

7703

M)

as m

anag

er o

f Li

pp

o M

alls

Ind

one

sia

Ret

ails

Tru

st

Tan

Lay

Ho

ng

Co

mp

any

Secr

etar

y

RE

QU

ES

T F

OR

MTo

: LM

IRT

Man

agem

ent

Ltd

. (as

man

ager

of

LMIR

Tru

st)

Ple

ase

send

me/

us p

rint

ed c

op

ies

of

LMIR

Tru

st’s

Ann

ual R

epo

rt 2

019

and

Let

ter

to U

nith

old

ers

dat

ed 2

0 M

arch

202

0.

Nam

e(s)

of

Uni

tho

lder

(s):

Ad

dre

ss:

My/

Our

LM

IR T

rust

’s u

nits

are

hel

d u

nder

or

thro

ugh:

[ ]

CD

P S

ecur

itie

s A

cco

unt

Num

ber

16

81

[ ]

CP

FIS

Acc

oun

t

Sig

natu

re:

Dat

e:

No

te: W

e re

gre

t th

at in

com

ple

te o

r im

pro

per

ly c

om

ple

ted

fo

rm w

ill n

ot

be

pro

cess

ed. T

his

req

uest

fo

rm is

onl

y va

lid f

or

Ann

ual R

epo

rt 2

019

and

Let

ter

to U

nith

old

ers

dat

ed 2

0 M

arch

202

0.

Per

sona

l dat

a p

riva

cy:

By

sub

mit

ting

thi

s R

eque

st F

orm

, a

Uni

tho

lder

co

nsen

ts t

o t

he c

olle

ctio

n, u

se a

nd d

iscl

osu

re o

f th

e U

nith

old

er’s

per

sona

l d

ata

by

LMIR

Tru

st (

or

its

agen

ts)

for

the

pur

po

se o

f th

e p

roce

ssin

g a

nd a

dm

inis

trat

ion

by

LMIR

Tru

st (

or

its

agen

ts)

of

the

Uni

tho

lder

’s r

eque

st f

or

a p

rint

ed c

op

y o

f th

e A

nnua

l R

epo

rt 2

019

and

Let

ter

to

Uni

tho

lder

s d

ated

20

Mar

ch 2

020,

and

in o

rder

fo

r LM

IR T

rust

(or

its

agen

ts) t

o c

om

ply

wit

h an

y ap

plic

able

law

s, li

stin

g r

ules

, reg

ulat

ions

and

/or

gui

del

ines

.

Page 18: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

1st fold

here

2nd fo

ld here

3rd fo

ld here

Glue all sid

es firmly. D

o no

t staple o

r spo

t seal.

BU

SINE

SS RE

PLY

SER

VIC

EP

ER

MIT N

O. 08564

LMIR

T MA

NA

GE

ME

NT LTD

.(The M

anager o

f Lipp

o M

alls Indo

nesia Retail Trust)

c/o B

oard

roo

m C

orp

orate &

Ad

visory Services P

te. Ltd.

50 Raffles P

lace#32-01 Sing

apo

re Land To

wer

Singap

ore 048623

Po

stage w

ill be

paid

by

add

ressee.Fo

r po

sting in

Singap

ore o

nly.

Page 19: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating
Page 20: ALL ABOUT THE EXPERIENCE€¦ · EXPERIENCE ALL ABOUT THE. OUR VISION Lippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating

LMIRT MANAGEMENT LTD50 Collyer Quay, #06-07, OUE Bayfront Singapore 049321

Tel (65) 6410 9138 Fax (65) 6509 1824

www.lmir-trust.com