LMIR_Cir Dated 26 Nov 2012

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PEJATEN VILLAGE

Pejaten Village is a six-level retail mall (including one basement level) built in 2009, with a gross

floor area of 91,749 sq m and net lettable area of about 41,847 sq m. The retail mall is located

within a strategic area in the heart of South Jakarta and bears the postal address of Jalan Warung

Jati Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI

Jakarta Province, Indonesia.

BINJAI SUPERMALL

Built in 2007, Binjai Supermall is the first and only modern retail mall in Binjai City. Binjai

Supermall is a three-level retail mall, and is currently undergoing an expansion and renovation

program which is expected to increase its net lettable area by more than 25% by March 2013.


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TABLE OF CONTENTS

Page

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i i

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

LETTER TO UNITHOLDERS

1. Approvals Sought. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

2. The Proposed Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3. The Proposed Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

4. Requirement for Unitholders Approval for the Proposed Acquisitions. . . . . . . . . . . . 23

5. Pro Forma Financial Effects of the Proposed Acquisitions and the

Recent Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

6. The Whitewash Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

7. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

8. Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

9. Abstentions from Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

10. Action to be Taken by Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

11. Directors Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

12. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

13. Documents for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

APPENDIX A Independent Financial Advisers Letter . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B Information about the Enlarged Portfolio . . . . . . . . . . . . . . . . . . . . . . . . B-1

APPENDIX C Tax Considerations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

APPENDIX D Summary Valuation Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E Existing Interested Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . E-1

APPENDIX F Related Tenancy Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

PROXY FORM

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CORPORATE INFORMATION

Directors of LMIRT Management

Ltd. (the manager of LMIR Trust,

the Manager)

: Mr Albert Saychuan Cheok (Chairman & Independent

Non-Executive Director)

Ms Viven Gouw Sitiabudi (Executive Director of the

Board and Chief Executive Officer)

Mr Douglas Chew (Non-Executive Director)

Mr Bunjamin J. Mailool (Non-Executive Director)

Mr Lee Soo Hoon, Phillip (Independent Non-Executive

Director)

Mr Goh Tiam Lock (Independent Non-Executive

Director)

Registered Office of the

Manager

: 50 Collyer Qu ay

#06-07 OUE Bayfront

Singapore 049321

Trustee of LMIR Trust (the

Trustee)

: HSBC Institutional Trust Services (Singapore) Limited

21 Collyer Quay#10-02 HSBC Building

Singapore 049320

Legal Adviser for the

Acquisitions and to the Manager

as to Singapore Law

: Al len & Gledhil l LLP

One Marina Boulevard #28-00

Singapore 018989

Legal Adviser for the

Acquisitions and to the Manager

and the Trustee as to

Indonesian Law

: Make s & Par tne rs

Menara Batavia, 7th Floor

Jl. KH. Mas Mansyur Kav. 126

Jakarta 10220, Indonesia

Legal Adviser to the Trustee as

to Singapore Law

: Rodyk & Davidson LLP

80 Raffles Place

#33-00 UOB Plaza 1

Singapore 048624

Independent Financial Adviser

to the Independent Directors of

the Manager and to the Trustee

: KPMG Corporate Finance Pte Ltd

16 Raffles Quay

#22-00 Hong Leong Building

Singapore 048581

Independent Reporting

Accountant

: RSM Chio Lim LLP

8 Wilkie Road

#03-08 Wilkie Edge

Singapore 228095

Independent Singapore Tax

Adviser

: Ernst & Young Solutions LLP

One Raffles Quay

North Tower, Level 18

Singapore 048583

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Independent Indonesia Tax

Adviser

: PB Taxand

Menara Imperium 27th Floor

Jl. H.R. Rasuna Said Kav. 1

Jakarta 12980

Indonesia

Independent Valuer (appointed

by the Trustee) (KJPP WR)

: KJPP Wil lson & Rekan

Wisma Nugra Santana #17-03

Jl. Jenderal Sudirman Kav. 7-8

Jakarta 10220

Indonesia

Independent Valuer (appointed

by the Manager) (KJPP RHP)

: KJPP Rengganis, Hamid & Rekan

Menara Kuningan 8th Floor

Jl. H.R. Rasuna Said Blok X-7 Kav. 5

Jakarta 12940

Indonesia

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SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the

full text of this Circular. Meanings of defined terms may be found in the Glossary on pages 40 to

48 of this Circular.

Any discrepancies in the tables included herein between the listed amounts and totals thereof aredue to rounding.

INTRODUCTION

Listed on the SGX-ST on 19 November 2007, LMIR Trust is a Singapore-based real estate

investment trust with a diversified portfolio of income-producing retail and retail-related properties

in Indonesia. LMIR Trust is established with the principal investment objective of owning and

investing, on a long-term basis, in a diversified portfolio of income-producing real estate in

Indonesia that are primarily used for retail and/or retail-related purposes, and real estate-related

assets in connection with the purposes mentioned in the foregoing. As at 30 September 2012,

LMIR Trusts portfolio comprises 10 high-quality retail malls and seven major retail units locatedwithin other retail malls with a combined net lettable area ( NLA) of 546,776 sq m and valuation

of S$1,375.6 million based on LMIR Trusts balance sheet as at 30 September 2012 (the

September 2012 Portfolio).

SUMMARY OF THE TRANSACTIONS

Overview

In order to continue to grow LMIR Trust in accordance with its principal investment objective, the

Manager proposes to carry out the following Interested Person Transactions1 (the

Transactions):

the acquisition of Pejaten Village, a six-level (including one basement level) retail mall

located in the city of Jakarta, Indonesia, bearing the postal address Jalan Warung Jati Barat

No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta

Province and which is covered by three HGB Certificates issued by the relevant National

Land Office in accordance with applicable laws of the Republic of Indonesia ( SHGB)2

(Sertipikat Hak Guna Bangunan) (Pejaten Village, and the acquisition of Pejaten Village,

the Pejaten Village Acquisition), from Sea Pejaten Pte. Ltd. (Sea Pejaten) and Gading

Nusa Utama (GNU, and together with Sea Pejaten, the Pejaten Village Vendors)3 which

own Pejaten Village indirectly in the proportions 95.0% and 5.0%, respectively, for a

1 Interested Person Transaction means a transaction between an entity at risk and an Interested Person.

2 Under Indonesia land law, the highest title which can be obtained by a company incorporated or located in Indonesiais a Right to Build or HGB Title. HGB Titles can only be obtained by an Indonesian citizen, or by a legal entity whichis incorporated under Indonesian law and located in Indonesia including foreign investment companies. A holder ofthe HGB Title has the right to erect, occupy and use buildings on that particular parcel of land, and also has the rightto encumber and sell all or part of the parcel.

3 Pejaten Village will be acquired by LMIR Trust through a wholly-owned subsidiary, namely Requis Investment Pte.Ltd. (Requis). Requis will enter into a sale and purchase agreement with Sea Pejaten for the acquisition of a75.0% interest in PT Panca Permata Pejaten ( PPP), which directly holds Pejaten Village, and Gaillard Investment

Pte. Ltd. (Gaillard), which is a wholly-owned subsidiary of Requis, will enter into a sale and purchase agreementwith Sea Pejaten and GNU for the remaining 20.0% and 5.0% inte rest in PPP, respectively.

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purchase consideration of Rp.748.0 billion (S$95.1 million1) (the Pejaten Village Purchase

Consideration)2. Pejaten Village has a net lettable area ( NLA) of 41,847 square metres

(sq m) as at 30 June 2012; and

(a) the acquisition of Binjai Supermall, a three-level retail mall located in Binjai, North

Sumatra, Indonesia, bearing the postal address Jalan Soekarno Hatta No. 14, Timbang

Langkat Sub District, East Binjai District, Binjai City, North Sumatra Province and which

is covered by one SHGB Certificate No. 93 with a total area of 13,267 sq m ( BinjaiSupermall, and together with Pejaten Village, the Proposed Properties) from PT

Trias Mitra Investama (TMI)3, which owns Binjai Supermall (the Sale of Binjai

Supermall); and

(b) the transfer of rights over units which consist of 12,867 sq m area in the Lower Ground

Floor, Ground A Floor, Ground B Floor, Ground/Basement, Upper Ground Floor A and

Roof Floor of Binjai Supermall (the Binjai Units) from PT Matahari Putra Prima Tbk4

(MPP, and together with TMI, the Binjai Supermall Vendors) (the Novation of

Binjai Units),

for an aggregate consideration of Rp.237.5 billion (S$30.2 million) (the Binjai SupermallAggregate Consideration)5 (the Binjai Supermall Acquisition and together with the

Pejaten Village Acquisition, the Proposed Acquisitions). Binjai Supermall is expected to

have an NLA of 23,022 sq m (which is inclusive of the space to be acquired from MPP in

Binjai Supermall) after the completion of an asset enhancement initiative by March 2013.

For the avoidance of doubt, completion of the Pejaten Villag e Acquisition and the Binjai Supermall

Acquisition are not inter-conditional upon each other. However, each of the Pejaten Village

Acquisition and the Binjai Supermall Acquisition is conditional upon the Whitewash Resolution

because these are interested party transactions (as defined in Appendix 6 of the Code of

Collective Investment Schemes (the Property Funds Appendix) issued by the Monetary

Authority of Singapore (the MAS) and under paragraph 5.6 of the Property Funds Appendix,

acquisitions from interested parties are required to be paid in Units. The receipt by the Managerof the Acquisition Fee Units (as defined below) is conditional upon the Whitewash Resolution (see

paragraph 6 of the Letter to Unitholders for further details).

1 Based on the illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2 (the Illustrative Rupiah Exchange Rate)on 19 November 2012, being the latest practicable date prior to the printing of this Circular (the Latest PracticableDate). Unless otherwise stated, all conversions of Rp. amounts into S$ in this Circular shall be based on theIllustrative Rupiah Exchange Rate and all amounts in Rp. and S$ in this Circular shall, where such amount exceedsone million, be rounded to one decimal number.

2 The Pejaten Village Purchase Consideration is subject to adjustment for the consolidated net assets or net liabilitiesof PPP as at the completion date (Final Completion) of the Pejaten Village Acquisition.

3 Binjai Supermall will be acquired by LMIR Trust through its wholly-owned subsidiary, Sagacity Investments Pte. Ltd.(Sagacity). Sagacity holds a 75.0% interest in PT Amanda Cipta Utama ( ACU), and Maxi Magna InvestmentsPte. Ltd. (Maxi Magna), which is a wholly-owned subsidiary of Sagacity, holds a 2 5.0% interest in ACU. ACU willin turn enter into a conditional sale and purchase agreement with TMI and PT Matahari Putra Prima Tbk for theacquisition of Binjai Supermall.

4 The rights over the Binjai Units were held by MPP pursuant to (I) Perjanjian Pengalihan Pengikatan Jual Beli SatuanKios/Kios Binjai Supermalldated 3 October 2005 (the Transfer of Rights Agreement) made by and between MPPand PT Persada Mandiri Dunia Niaga (PMDN), (II) Perjanjian Pengalihan Hak Kepemilikan Satuan Kios/Kios BinjaiSupermall dated 3 October 2005 made by and between MPP, PMDN and TMI, and (III) Addendum to the Transferof Conditional Sale and Purchase Agreement dated 3 October 2005 ( Addendum Terhadap Perjanjian PengalihanPengikatan Jual Beli Satuan Kios/Kios Binjai Supermall) dated 20 March 2012 made by and between MPP andPMDN.

5 The Binjai Supermall Aggregate Consideration comprises a purchase consideration of Rp.154.95 billion (S$19.7

million) for the Sale of Binjai Supermall and a novation consideration of Rp.82.55 billion (S$10.5 million) for theNovation of Binjai Units.

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COST OF THE PROPOSED ACQUISITIONS

The following table sets out the appraised values (as at 30 June 2012) of Pejaten Village and

Binjai Supermall by two independent property valuers, KJPP WR in affiliation with Knight Frank

(appointed by the Trustee) and KJPP RHP in strategic alliance with CB Richard Ellis (appointed

by the Manager) (KJPP RHP together with KJPP WR, the Independent Valuers), the Pejaten

Village Purchase Consideration and the Binjai Supermall Aggregate Consideration:

Appraised Value

Average of

Independent

Valuations

conducted by

KJPP RHP and

KJPP WR

Property

Purchase

Consideration/

Aggregate

ConsiderationProperty by KJPP RHP by KJPP WR

(Rp.

billion)

(S$

million)

(Rp.

billion)

(S$

million)

(Rp.

billion)

(S$

million)

(Rp.

billion)

(S$

million)

Pejaten

Village . . . . . . 841.0 106.9 870.2 110.6 855.6 108.8 748.0

(1)

95.1

(1)

Binjai

Supermall . . . . 247.0 31.4 253.90 32.3 250.4 31.8 237.5(2) 30.2(2)

Total . . . . . . . . 1,088.0 138.3 1,124.1 142.9 1,106.0 140.6 985.5 125.3

Notes:

(1) This reflects the amount which LMIR Trust will pay for Pejaten Village. As LMIR Trust will be acquiring PejatenVillage indirectly through the acquisition of PPP, the actual price which LMIR Trust will pay will be subject toadjustment for the consolidated net assets or net liabilities of PPP as at the Final Completion of the Pejaten VillageAcquisition.

(2) This reflects the amount which LMIR Trust will pay for Binjai Supermall.

The total cost of the Proposed Acquisitions, inclusive of the aggregate purchase/aggregate

consideration of the Proposed Properties, the acquisition fee in relation to each of the Proposed

Acquisitions payable to the Manager, as well as other estimated professional and other fees and

expenses incurred in connection with the Proposed Acquisitions, is expected to be Rp.1,024.3

billion (S$130.2 million) (Total Acquisition Cost).

(See paragraph 3.2 of the Letter to Unitholders for further details.)

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METHOD OF FINANCING

The Manager intends to finance the cash portion of S$129.0 million (Rp.1,014.5 billion) of the Total

Acquisition Cost1 with:

(i) the proceeds raised from the issuance of the S$200,000,000 4.88% Notes due 2015 and

S$50,000,000 5.875% Notes due 2017 (collectively, the Notes) pursuant to the

S$750,000,000 Guaranteed Euro Medium Term Note Programme established by LMIRTCapital Pte. Ltd. (a wholly-owned subsidiary of LMIR Trust) (the EMTN Programme) as

announced by the Manager on 26 June 2012;

(ii) the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017 pursuant

to the EMTN Programme as announced by the Manager on 15 November 2012; and

(iii) internal cash reserves and working capital of LMIR Trust.

SUMMARY OF APPROVALS SOUGHT

The Manager seeks the approval of unitholders of LMIR Trust (Unitholders) for the resolutionsstated below:

(1) Resolution 1: Proposed acquisition of Pejaten Village from an Interested Person (Ordinary

Resolution) (which is conditional upon the passing of Resolution 3);

(2) Resolution 2: Proposed acquisition of Binjai Supermall from an Interested Person (Ordinary

Resolution) (which is conditional upon the passing of Resolution 3); and

(3) Resolution 3: The Whitewash Resolution (Ordinary Resolution).

RESOLUTION 1: PROPOSED ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTED

PERSON

Interested Person Transaction and Interested Party Transaction2 in connection with the

Pejaten Village Acquisition

As at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units

(comprising 2.88% of the total number of issued Units). The Manager is wholly-owned by

Peninsula Investment Limited (Peninsula), a wholly-owned subsidiary of Jesselton Investment

Ltd (Jesselton) which is in turn a wholly-owned subsidiary of the Sponsor. The Sponsor, directly

and/or through its subsidiaries and associates and through its interest in the Manager, has (i)

deemed interests of approximately 29.95% in LMIR Trust and ( ii) wholly-owns the Manager, and

1 For the avoidance of doubt, the cash component of the Total Acquisition Cost does not include the acquisition feesfor the Proposed Acquisitions of Rp.9.9 billion (or S$1.3 million), which is payable in Units to the Manager pursuantto Clause 15.2.1 of the trust deed dated 8 August 2007 constituting LMIR Trust (as amended) (the Trust Deed).Clause 15.2.1 of the Trust Deed states that the Manager is entitled to receive an acquisition fee calculated at therate of 1.0% of the purchase price paid for any Authorised Inv estment (as defined in the Trust Deed) acquired fromtime to time by the Trustee on behalf of LMIR Trust, and the purchase price shall be the amount after deducting theinterest of any co-owner or co-participant.

2 Interested Party Transaction has the meaning ascribed to it in paragraph 5 of the Property Funds Appendix.

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is therefore regarded as a controlling unitholder1 of LMIR Trust, and controlling shareholder2

of the Manager, under both the Listing Manual of the SGX-ST (the Listing Manual) and (where

applicable) the Property Funds Appendix. The Pejaten Village Vendors are indirect wholly-owned

subsidiaries of the Sponsor. For the purposes of Chapter 9 of the Listing Manual, each of the

Pejaten Village Vendors is an Interested Person3 of LMIR Trust, and for the purposes of paragraph

5 of the Property Funds Appendix relating to Interested Party Transactions, each of the Pejaten

Village Vendors is an Interested Party4 of LMIR Trust.

As such, the Pejaten Village Acquisition will constitute an Interested Person Transaction under

Chapter 9 of the Listing Manual. The Pejaten Village Acquisition will also constitute an Interested

Party Transaction under paragraph 5 of the Property Funds Appendix. Further, the value of the

Pejaten Village Acquisition is equal to 8.2% of LMIR Trusts net asset value (NAV) of S$1,153.8

million as at 30 September 2012, and 8.2% of LMIR Trusts latest unaudited net tangible assets

(NTA) of S$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders is

required 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 (see

paragraph 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 PASSING

OF RESOLUTION 3 (THE WHITEWASH RESOLUTION).

1 Controlling Unitholder means a person who:

(a) 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; or

(b) in fact exercises control over the property fund.

2 Controlling Shareholder means a person who:

(a) holds directly or indirectly 15% or more of the total number of issued shares excluding treasury shares in thecompany; or

(b) in 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.

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RESOLUTION 2: PROPOSED ACQUISITION OF BINJAI SUPERMALL FROM AN INTERESTEDPERSON

Interested Person Transaction and Interested Party Transaction in connection with theBinjai Supermall Acquisition

TMI is an indirect wholly-owned subsidiary of the Sponsor, and MPP and the Sponsor are undercommon control by PT Multipolar Corporation Tbk. For the purposes of Chapter 9 of the ListingManual, each of TMI and MPP is an Interested Person of LMIR Trust, and for the purposes ofparagraph 5 of the Property Funds Appendix relating to Interested Party Transactions, each of TMIand MPP is an Interested Party of LMIR Trust.

As such, the Binjai Supermall Acquisition will constitute an Interested Person Transaction underChapter 9 of the Listing Manual. The Binjai Supermall Acquisition will also constitute an InterestedParty Transaction under paragraph 5 of the Property Funds Appendix. The value of the BinjaiSupermall Acquisition is equal to 2.6% of LMIR Trusts NAV of S$1,153.8 million as at 30September 2012, and 2.6% of LMIR Trusts latest unaudited NTA of S$1,153.8 million as at 30September 2012. Although approval of Unitholders is not required for the Binjai SupermallAcquisition under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix,the Manager wishes to seek Unitholders approval for the Binjai Supermall Acquisition for (i) good

corporate governance and (ii) due to the fact that Unitholders approval is also being sought forthe Pejaten Village Acquisition. Accordingly, the approva l of Unitholders is sought for the BinjaiSupermall Acquisition (see paragraph 4.1 of the Letter to Unitholders for further details).

UNITHOLDERS SHOULD NOTE THAT RESOLUTION 2 (ACQUISITION OF BINJAISUPERMALL FROM AN INTERESTED PERSON) IS SUBJECT TO AND CONTINGENT UPONTHE PASSING OF RESOLUTION 3 (THE WHITEWASH RESOLUTION).

RESOLUTION 3: THE WHITEWASH RESOLUTION

Waiver of the Singapore Code of Take-overs and Mergers

On 20 October 2011, Unitholders other than the Sponsor, parties acting in concert with the

Sponsor and parties which are not independent of the Sponsor (the Independent Unitholders)had approved a waiver of their right to receive a mandatory offer from the Sponsor and partiesacting in concert with the Sponsor, in the event that they incurred an obligation to make amandatory offer (Mandatory Offer) pursuant to Rule 14 of the Singapore Code of Take-oversand Mergers (the Code) as a result of, amongst others, the receipt of the acquisition fee inrelation to the acquisition of Pluit Village (Pluit Village Acquisition) in Units (Pluit VillageAcquisition Fee Units) by the Manager in its own capacity. Pluit Village was acquired on 6December 2011 and the payment for the final adjustment in rel ation to the Pluit Village Acquisitionwas made in May 2012. As the Pluit Village Acquisition Fee Units were not issued to the Managerwithin three months of the extraordinary general meeting he ld on 20 October 2011, the approvalgranted by the Independent Unitholders on 20 October 2011 would have to be refreshed in orderfor the Manager to receive the Pluit Village Acquisition Fee Units.

In addition, as the Proposed Acquisitions are Interested Party Transactions under the PropertyFunds Appendix, the Manager is required under paragraph 5.6 of the Property Funds Appendix toreceive the acquisition fees for the Proposed Acquisitions (which is equal to 1.0% of the purchaseconsideration of the Proposed Acquisitions) (Acquisition Fees) in Units. In accordance withparagraph 5.6 of the Property Funds Appendix which applies to Interested Party Transactions, theUnits to be issued as payment of the Acquisition Fees are not to be sold within one year from theirdate of issuance.

Rule 14.1(a) of the Code states that the Sponsor and parties acting in concert with the Sponsorwould be required to make a Mandatory Offer if the Sponsor and parties acting in concert with it,acquire additional Units which increase their aggregate un itholdings in LMIR Trust to 30.0% ormore. Unless waived by the Securities Industry Council (the SIC), pursuant to Rule 14.1(a) of the

Code, the Sponsor and parties acting in concert with the Sponsor would then be required to makea Mandatory Offer.

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The SIC has, on 9 November 2012,granted a waiver (the SIC Waiver) of the requirement by the

Sponsor and parties acting in concert with the Sponsor to make a Mandatory Offer for the

remaining Units not owned or controlled by the Sponsor and parties acting in concert with the

Sponsor, in the event that they incur an obligation to make a Mandatory Offer pursuant to Rule 14

of the Code as a result of the receipt of (i) the acquisition fee which is required to be paid to the

Manager in Units pursuant to paragraph 5.6 of the Property Fu nds Appendix, in respect of the

Proposed Acquisitions and (ii) the Pluit Village Acquisition Fee Units (collectively, the

Acquisition Fee Units), as these are acquisitions from Interested Parties, subject to thesatisfaction of the conditions specified in the SIC Waiver (as set out in paragraph 6.2 of the Letter

to Unitholders) including the approval of the Whitewash Resolution by Independent Unitholders

(as defined herein) at the extraordinary general meeting of Unitholders to be held on 13 December

2012 at 2.00 p.m. (the EGM).

The Manager hereby proposes to seek approval from Unitholders other than the Sponsor, parties

acting in concert with the Sponsor and parties which are not independent of the Sponsor (the

Independent Unitholders) for a waiver of their right to receive a mandatory offer from the

Sponsor and parties acting in concert with the Sponsor for the remaining issued Units not owned

or controlled by the Sponsor and parties acting in concert with the Sponsor, in the event that they

incur an obligation to make a Mandatory Offer as a result of the receipt of the Acquisition Fee Unitsby the Manager in its own capacity.

Rationale for the Whitewash Resolution

The Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units without

the Sponsor having to make a Mandatory Offer, and the rationale for enabling the Manager to do

so is set out in paragraph 6.3 of the Letter to Unitholders.

(See paragraph 6.3 of the Letter to Unitholders for further details.)

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INDICATIVE TIMETABLE

The timetable for the events which are scheduled to take place after the EGM is indicative only

and is subject to change at the Managers absolute discretion. Any changes (including any

determination of the relevant dates) to the timetable below will be announced.

Event Date and Time

Last date and time for lodgement of Proxy

Forms

: 11 December 2012 at 2.00 p.m.

Date and time of the EGM : 13 December 2012 at 2.00 p.m.

The Acquisitions

Target date for the Proposed Completion

(as defined herein) of the Pejaten Village

Acquisition1

: Not later than 31 Decem ber 2012 (or such

other date as may be agreed between the

Trustee and the Pejaten Village Vendors)

Target date for the Proposed Completion

of the Binjai Supermall Acquisition

: Not later than 31 Decem ber 2012 (or such

other date as may be agreed between the

Trustee and the Binjai Supermall Vendors)

1 Subject to the adjustment for the consolidated net assets or net liabilities of PPP as at the Final Completion of thePejaten Village Acquisition.

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LIPPO MALLS INDONESIA RETAIL TRUST(Constituted in the Republic of Singapore

pursuant to a trust deed dated 8 August 2007 (as amended))

Directors of the Manager

Mr Albert Saychuan Cheok (Chairman & Independent

Non-Executive Director)

Ms Viven Gouw Sitiabudi (Executive Director of the Board and

Chief Executive Officer)

Mr Douglas Chew (Non-Executive Director)

Mr Bunjamin J. Mailool (Non-Executive Director)

Mr Lee Soo Hoon, Phillip (Independent Non-Executive Director)

Mr Goh Tiam Lock (Independent Non-Executive Director)

Registered Office

50 Collyer Quay

#06-07 OUE Bayfront

Singapore 049321

26 November 2012

To: Unitholders of Lippo Malls Indonesia Retail Trust

Dear Sir/Madam

1. APPROVALS SOUGHT

The following sets out the resolutions for which approval is sought by the Manager fromUnitholders. Approval by way of an Ordinary Resolution (as defined herein) is required inrespect of Resolutions 1, 2 and 3 set out below:

(1) Resolution 1: Acquisition of Pejaten Village from an Interested Person (OrdinaryResolution) (which is conditional upon the passing of Resolution 3);

(2) Resolution 2: Acquisition of Binjai Supermall from an Interested Person (OrdinaryResolution) (which is conditional upon the passing of Resolution 3); and

(3) Resolution 3: The Whitewash Resolution (Ordinary Resolution).

The Manager will only proceed with the Pejaten Village Acquisition if approval for bothResolutions 1 and 3 is obtained from Unitholders. The Manager will only proceed with theBinjai Supermall Acquisition if approval for both Resolutions 2 and 3 is obtained fromUnitholders. For the avoidance of doubt, completion of the Pejaten Village Acquisition andthe Binjai Supermall Acquisition are not inter-conditional upon each other. However, each ofthe Pejaten Village Acquisition and the Binjai Supermall Acquisition is conditional upon theWhitewash Resolution because these are interested party transactions (as defined in theProperty Funds Appendix) and under paragraph 5.6 of the Property Funds Appendix,acquisitions from Interested Parties are required to be paid in Units.

2. THE PROPOSED TRANSACTIONS

2.1. Rationale for the Proposed Acquisitions

The Manager believes that the Proposed Acquisitions will bring the following keybenefits to Unitholders:

2.1.1. Acquisition of Retail Mall Assets at Discounts to the Average of theIndependent Valuations offering Stable Occupancies and Leasing upOpportunities

The Proposed Acquisitions represent an opportunity for LMIR Trust to acquireincome producing quality properties below the average of the independentvaluations from the Independent Valuers, namely KJPP RHP and KJPP WR,

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and are in line with the Managers acquisition growth strategy of owning retail

and/or retail related properties to optimise Unitholders returns, as well as

provide potential capital appreciation and long-term growth.

Property

PurchaseConsideration/

Aggregate

Consideration

Average of

Independent

Valuationsconducted by

KJPP RHP and

KJPP WR

Discount

to theAverage

Valuations

(%)

Pejaten Village Rp.748.0 bil lion

(S$95.1 million)

Rp.855.6 billion

(S$108.8 million)

12.6%

Binjai Supermall The Binjai

Supermall

Aggregate

Consideration is

Rp.237.5 billion

(S$30.2 million).

Rp.250.5 billion

(S$31.8 million)

5.2%

As at 30 September 2012, the occupancy rates of Pejaten Village and Binjai

Supermall are 96.3% and 91.2% respectively. The high occupancy rates are a

reflection of the strong demand for retail space in Jakarta, where Pejaten Village

is located, as well as the strategic location of Binjai Supermall, which is

currently the only mall in Binjai City which serves as a transit area for people

travelling from Medan to Aceh.

2.1.2. Opportunity to Enhance the Earnings of LMIR Trust

Based on the pro forma financial statements for the year ended 31 December

2011, the pro forma Net Property Income1 contribution from Pejaten Village and

Binjai Supermall was Rp.55.1 billion (S$7.0 million). Based on the pro forma

financial statements for the six months ended 30 June 2012, the pro forma Net

Property Income contribution from Pejaten Village and Binjai Supermall was

Rp.39.4 billion (S$5.0 million), which represents, on a historical pro forma basis,

a 9.0% increase in LMIR Trusts investment value and a 16.3% increase in LMIR

Trusts Net Property Income.

2.1.3. Strategic Locations with Sustainable Retail Traffic

The Proposed Properties are strategically located within Jakarta and Binjai (a

transit point between Medan, the largest city in Sumatra, and Aceh), givingLMIR Trust access to the dense populations located in these cities, thereby

ensuring sustainable retail traffic at these properties.

LMIR Trusts retail malls are positioned as Everyday Malls that provide

necessities (e.g. supermarkets and family shopping) to the community living in

the regions neighbouring its retail malls and target the middle income population

in densely populated cities in Indonesia. The positioning of the Proposed

Properties are in line with LMIR Trusts targeted market segment comprising

Indonesias expanding and prospering urban middle class segment.

1 Net Property Income consists of property revenue less property operating expenses.

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KJPP WR and KJPP RHP were appointed by the Trustee and the Manager,respectively, to value Pejaten Village. In their respective reports, KJPP WR andKJPP RHP have stated the open market value of Pejaten Village as at 30 June2012 to be Rp.870.2 billion (S$110.6 million) and Rp.841.0 billion (S$106.9million), respectively. In arriving at the independent valuations, both KJPP WRand KJPP RHP used the income valuation method, utilising a discounted cashflow analysis.

Basis and assumptions in arriving at independent valuations for Pejaten

Village

The basis and assumptions adopted by KJPP WR and KJPP RHP in arriving attheir respective valuations of Binjai Supermall are set out in the table below.

KJPP WR KJPP RHP

Estimated discount rates

using pre-tax rates that

reflect current market

assessments at the risksspecific to the properties 11.50% 10.36%

Rental Growth rates 5.0% 6.0%

Cash flow forecasts derived

from the most recent

financial budgets and plans

approved by management

Discounted

cash flow analysis

over 6 years

projections

(5 years holding

period)(1)

Discounted

cash flow analysis

over 11 years

projections

(10 years holding

period)(1)

Terminal capitalisation rates 10.0% 11.0%

Note:(1) The number of projection years for the cashflow forecasts which each valuer deemed

appropriate is based on their independent assessment of the numbers of years required forthe properties to reach a high level of income stability, which the valuers had in turndetermined based on their respective professional opinion as to the investment holdingperiods for the properties. The factors which the valuers had taken into account include,among others, the properties existing occupancy rates, the time taken for the properties toachieve maximum occupancy levels, the date of commencement of operation of theproperties and potential impact from the on-going asset enhancements activities.

(Please see Appendix D of this Circular for the summary valuation reports ofthe Independent Valuers on Pejaten Village.)

3.1.2 Binjai Supermall

On 23 October 2012, the Trustee, through its wholly-owned subsidiary ACU,entered into a conditional sale and purchase agreement with the BinjaiSupermall Vendors (the Binjai Supermall CSPA) for the acquisition of BinjaiSupermall. The Binjai Supermall Aggregate Consideration of Rp.237.5 billion(S$30.2 million) was arrived at on a willing-buyer and willing-seller basis aftertaking into account the valuations of Binjai Supermall by the IndependentValuers (as defined herein). The Binjai Supermall Aggregate Considerationcomprises a purchase consideration of Rp.154.95 billion (S$19.7 million) for theSale of Binjai Supermall and a novation consideration of Rp.82.55 billion(S$10.5 million) for the Novation of Binjai Units. The Binjai Supermall AggregateConsideration will be paid on completion of the Binjai Supermall Acquisition (the

Proposed Completion) under the Binjai Supermall CSPA, which shall be ona date to be determined in accordance with the provisions of the BinjaiSupermall CSPA.

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KJPP WR and KJPP RHP were appointed by the Trustee and the Manager,

respectively, to value Binjai Supermall. In their respective reports, KJPP WR

and KJPP RHP have stated the open market value of Binjai Supermall as at 30

June 2012 to be Rp.253.9 billion (S$32.3 million) and Rp.247.0 billion (S$31.4

million), respectively. In arriving at the valuations, both KJPP WR and KJPP

RHP used the income valuation method, utilising a discounted cash flow

analysis.

The basis and assumptions adopted by KJPP WR and KJPP RHP in arriving at

their respective independent valuations of Binjai Supermall are set out in the

table below.

Basis and assumptions in arriving at independent valuations for Binjai

Supermall

The basis and assumptions adopted by KJPP WR and KJPP RHP in arriving at

their respective valuations of Pejaten Village are set out in the table below.

KJPP WR KJPP RHP

Estimated discount rates

using pre-tax rates that

reflect current market

assessments at the risks

specific to the properties 11.50% 10.36%

Rental Growth rates 5.0% 6.0%

Cash flow forecasts derived

from the most recent

financial budgets and plans

approved by management

Discounted

cash flow analysis

over 6 years

projections(5 years holding

period)(1)

Discounted

cash flow analysis

over 11 years

projections(10 years holding

period)(1)

Terminal capitalisation rates 10.5% 11.0%

Note:

(1) The number of projection years for the cashflow forecasts which each valuer deemedappropriate is based on their independent assessment of the numbers of years required forthe properties to reach a high level of income stability, which the valuers had in turndetermined based on their respective professional opinion as to the investment holdingperiods for the properties. The factors which the valuers had taken into account include,among others, the properties existing occupancy rates, the time taken for the properties toachieve maximum occupancy levels, the date of commencement of operation of the

properties and potential impact from the on-going asset enhancements activities.

(Please see Appendix D of this Circular for the summary valuation reports of

the Independent Valuers on Binjai Supermall.)

3.2. Other Additional Costs of the Proposed Acquisitions

3.2.1 Pejaten Village Acquisition Fee

LMIR Trust is expected to incur the acquisition fee in relation to Pejaten Village

(the Pejaten Village Acquisition Fee) of Rp.7.5 billion (or S$1.0 million)

(which is equal to 1.0% of the Pejaten Village Purchase Consideration) inconnection with the Pejaten Village Acquisition, which is payable in Units to the

Manager pursuant to Clause 15.2.1 of the Trust Deed. As the Pejaten Village

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Acquisition is an Interested Party Transaction under the Property Funds

Appendix, the Manager is required under paragraph 5.6 of the Property Funds

Appendix to receive the Pejaten Village Acquisition Fee in Units. In accordance

with paragraph 5.6 of the Property Funds Appendix which applies to Interested

Party Transactions, the Units to be issued as payment of the Pejaten Village

Acquisition Fee are not to be sold within one year from their date of issuance.

3.2.2 Binjai Supermall Acquisition Fee

LMIR Trust is expected to incur the acquisition fee in relation to Binjai Supermall

(the Binjai Supermall Acquisition Fee) of Rp.2.4 billion (or S$0.3 million)

(which is equal to 1.0% of the Binjai Supermall Aggregate Consideration) in

connection with the Binjai Supermall Acquisition, which is payable in Units to the

Manager pursuant to Clause 15.2.1 of the Trust Deed. As the Binjai Supermall

Acquisition is an Interested Party Transaction under the Property Funds

Appendix, the Manager is required under paragraph 5.6 of the Property Funds

Appendix to receive the Binjai Supermall Acquisition Fee in Units. In

accordance with paragraph 5.6 of the Property Funds Appendix which applies to

Interested Party Transactions, the Units to be issued as payment of the BinjaiSupermall Acquisition Fee are not to be sold within one year from their date of

issuance

3.2.3 Other Fees in connection with the Proposed Acquisitions

LMIR Trust is expected to incur estimated professional and other fees and

expenses of approximately S$0.9 million in connection with the Proposed

Acquisitions. LMIR Trust had also incurred underwriting fees, professional and

other fees and expenses of S$2.8 million in connection with the issuance of the

Notes and the establishment of the EMTN Programme.

The Total Acquisition Cost is expected to be Rp.1,024.3 billion (S$130.2million).

3.3. Structure of the Proposed Acquisitions

3.3.1 Pejaten Village

Pejaten Village is 100.0% owned by PPP, a company incorporated in Indonesia

on 22 June 1994. PPP is in turn 95.0% and 5.0% owned by Sea Pejaten and

GNU, respectively. The Trustee had, on 23 October 2012, entered into a share

purchase agreement to acquire Requis (the Requis SPA) for a nominal

consideration of S$1.00. LMIR Trust, through its wholly-owned subsidiariesRequis and Gaillard, proposes to acquire Pejaten Vil lage through the

acquisition of the entire issued share capital of PPP from Sea Pejaten and GNU,

respectively.

Under Indonesian Company Law, PPP, being an Indonesian limited liability

company, must have at least two shareholders.

Pejaten Village cannot be acquired directly by LMIR Trust as the Indonesian

Agrarian Law does not allow a foreign entity or individual to own Indonesian real

estate. Therefore, Pejaten Village would have to be held by PPP, an Indonesian

company.

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The Manager wishes to note that certain assets of LMIR Trust which were

obtained at the time of its initial public offering were also acquired via a similar

structure.

The following chart sets out the structure under which Pejaten Village will be

held by LMIR Trust upon the Proposed Completion of the Pejaten Village

Acquisition, as well as the resulting shareholding and ownership interest in the

entities set out below.

PT Panca Permata Pejaten

Pejaten Village

LMIR Trust

100%

75%25%

100%

Requis Investment Pte. Ltd.(Sing Co)

Gaillard Investment Pte. Ltd.(Sing Co)

3.3.2 Binjai Supermall

Binjai Supermall is owned by TMI, a company incorporated in Indonesia on

31 March 2005. The rights over part of the Binjai Supermall (the Binjai Units)

were acquired by MPP pursuant to (i) Perjanjian Pengalihan Pengikatan Jual

Beli Satuan Kios/Kios Binjai Supermall dated 3 October 2005 made by and

between MPP and PT Persada Mandiri Dunia Niaga (PMDN)1, (ii) Perjanjian

Pengalihan Hak Kepemilikan Satuan Kios/Kios Binjai Supermall dated

3 October 2005 made by and between MPP, PMDN and TMI, and (iii) Addendum

to the Transfer of Conditional Sale and Purchase Agreement dated 3 October

2005 (Addendum Terhadap Perjanjian Pengalihan Pengikatan Jual Beli Satuan

Kios/Kios Binjai Supermall) dated 20 March 2012 made by and between MPP

and PMDN.

1 PMDN is the previous owner of the rights over the Binjai Units pursuant to (i) Perjanjian Pengikatan Jual Beli SatuanKios/Kios No. 015/PPJB-TMI/V/05, (ii) Kontrak Tentang Pelaksanaan Tata Tertib Gedung No. 015-A/PPJB-

TMI/V/05, (iii) Perjanjian Penyerahan Hak Atas Pengaturan Dan Hak Pengelolaan Atas Dinding Bersama DariSatuan Kios/Kios Dalam Gedung No. 015-B/PPJB-TMI/V/05; each dated 9 May 2005 (collectively hereinafterreferred to as the PMDN CSPA), and (iv) Addendum to the PMDN CSPA dated 7 March 2012.

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The Trustee had, on 23 October 2012, entered into a share purchase agreementto acquire Sagacity (the Sagacity SPA) for a nominal consideration of S$1.00.LMIR Trust, through its wholly-owned subsidiaries, Sagacity and Maxi Magna(both of which are Singapore incorporated companies), proposes to acquireBinjai Supermall via ACU and since the rights over the Binjai Units are ownedby MPP (as described above), ACU will enter into a conditional sale andpurchase agreement with TMI and MPP for the acquisition of Binjai Supermall,

whereby MPP will novate all of its rights and obligation over the Binjai Units toACU and subsequently on the same day TMI will transfer its title over BinjaiSupermall and such transfer of title, together with the novation of rights to theBinjai Units will constitute the transfer of the entire Binjai Supermall to ACU.

ACU is a special purpose vehicle company incorporated in Indonesia on19 December 2011, which is 75% and 25% owned by Sagacity and Maxi Magna.Under Indonesian Company Law, ACU, being an Indonesian limited liabilitycompany, must have at least two shareholders.

Pursuant to the Indonesian Agrarian Law, Binjai Supermall cannot be directlyacquired by LMIR Trust and therefore, Binjai Supermall would have to be heldby ACU, an Indonesian company.

In addition, the Manager wishes to note that certain assets of LMIR Trust whichwere obtained at the time of its initial public offering were also acquired via asimilar structure.

The following chart sets out the structure under which Binjai Supermall will beheld by LMIR Trust upon the Proposed Completion of the Binjai SupermallAcquisition, as well as the resulting shareholding and ownership interests in theentities set out below.

PT Amanda Cipta Utama

Binjai Supermall

100%

75%

25%

LMIR Trust

100%

Sagacity Investments Pte. Ltd.(Sing Co)

Maxi Magna Investments Pte. Ltd.(Sing Co)

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3.4. Conditions for the Proposed Acquisitions

3.4.1 Conditions precedent for the Pejaten Village Acquisition

The Proposed Completion of the Pejaten Village Acquisition is subject to and

conditional upon, among others, the following conditions precedent:

(i) there being no compulsory acquisition of Pejaten Village or any part of it,and no notice of an intended compulsory acquisition has been given, or is

anticipated by the government or other competent authority;

(ii) Pejaten Village is not materially damaged;

(iii) the entry into the Pejaten Village Deed of Indemnity (as defined below) by

Bridgewater International Ltd (Bridgewater) and the Trustee; and

(iv) the passing at an extraordinary general meeting of Unitholders of a

resolution to approve the Pejaten Village Acquisition1.

3.4.2 Conditions precedent for the Binjai Supermall Acquisition

The Proposed Completion of the Binjai Supermall Acquisition is subject to and

conditional upon, among others, the following conditions precedent:

(i) there being no compulsory acquisition of Binjai Supermall or the Binjai

Units or any part of it, and no notice of an intended compulsory acquisition

has been given, nor is one anticipated by the government or other

competent authority;

(ii) Binjai Supermall or the Binjai Units or any part thereof is not materially

damaged;

(iii) there having been no breach of any of the representations, warranties,

covenants and/or undertakings of TMI and/or MPP provided in the Binjai

Supermall CSPA which, in the reasonable opinion of ACU, will or is likely

to (a) have a material adverse effect on Binjai Supermall or the Binjai

Units, (b) affect the effectiveness and/or validity of the novation or the sale

and transfer of Binjai Supermall and Binjai Units (as applicable) from TMI

to ACU free from any encumbrance in accordance with the Binjai

Supermall CSPA, and/or (c) affect the legal ownership of the Binjai

Supermall and the Binjai Units by ACU upon the Proposed Completion;

(iv) entry into the Binjai Deed of Indemnity (as defined below);

(v) the novation of all contracts, including all tenancy agreements, insurance

policies, management agreements, service contracts and intellectual

property rights and any other documents that may reasonably be required

by ACU, to ACU by way of execution of novation agreements, execution of

new contracts or otherwise, in each case in a form acceptable to ACU have

been executed and are effective and enforceable as of the date of the

Proposed Completion and the Purchaser is reasonably satisfied with the

result of such novation;

1 It is intended that such approval be subject to Unitholders approving the Whitewash Resolution.

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(vi) the lease agreement made by and between ACU and MPP in connection

with the lease of part of the Binjai Units from ACU to MPP and the lease

agreement made by and between ACU and PT Matahari Department Store

Tbk in connection with the lease of part of the Binjai Units from ACU to PT

Matahari Department Store Tbk has been duly executed and will be

effective and enforceable as of the Proposed Completion; and

(vii) the passing at an extraordinary general meeting of Unitholders of aresolution to approve the Binjai Supermall Acquisition1.

3.5. Deeds of Indemnity relation to the Proposed Properties

3.5.1 Pejaten Village Deed of Indemnity

On 23 October 2012, the Trustee and Bridgewater entered into a deed of

indemnity pursuant to which Bridgewater will indemnify the Trustee against

certain liabilities or damage suffered by the Trustee arising out of or in

connection with the Pejaten Village CSPAs, subject to certain terms and

conditions (the Pejaten Village Deed of Indemnity). The indemnification byBridgewater includes the following matters relating to the Pejaten Village

CSPAs:

(i) all and any losses which the Trustee may suffer in connection with a

breach by the Pejaten Village Vendors of any of their warranties and

representations in the Pejaten Village CSPAs;

(ii) all and any losses which the Trustee may suffer, including, but not limited

to, loss of rental, service charges, carpark and other income and claims for

losses from existing or potential tenants, which arises out of or in

connection with cases before any courts, tribunals and governmental

authorities, agencies or bodies in the relevant jurisdictions, including theIndonesian Business Competition Supervisory Commission, whether

directly or indirectly; and

(iii) all and any losses which the Trustee may suffer which arise out of or in

connection with a failure by the Pejaten Village Vendors to comply with any

of their joint and several obligations in the Pejaten Village CSPAs.

Bridgewater is incorporated in Seychelles, and its main business activities are

investment, trading and services. Its main investment assets are units in LMIR

Trust and units in First REIT. It holds an interest of 591,023,888 units in LMIR

Trust (valued at approximately S$280.7 million as at close of trading based onthe closing price of S$0.475 on the Latest Practicable Date) and an interest of

123,750,000 units in First REIT (valued at approximately S$126.2 million based

on the closing price of S$1.020 on the Latest Practicable Date). As at 30

September 2012, the net equity of Bridgewater is approximately US$159

million, and its paid-up capital is US$5,000. As at 30 September 2012,

Bridgewater has total assets of US$330 million. PT Lippo Karawaci Tbk (directly

and/or through its subsidiaries) wholly-owns Bridgewater. Therefore, the

Pejaten Village Vendors and Bridgewater are under common control by the

Sponsor.

1 It is intended that such approval be subject to Unitholders approving the Whitewash Resolution.

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3.5.2 Binjai Supermall Deed of Indemnity

On 23 October 2012, the Trustee and Bridgewater entered into a deed of

indemnity pursuant to which Bridgewater will indemnify the Trustee againstcertain liabilities or damage suffered by the Trustee arising out of or in

connection with the Binjai Supermall CSPA, subject to certain terms and

conditions (the Binjai Supermall Deed of Indemnity). The indemnification by

Bridgewater includes the following matters relating to the Binjai SupermallCSPA:

(i) all and any losses which the Trustee may suffer in connection with a

breach by the Binjai Supermall Vendor of any of its warranties and

representations in the Binjai Supermall CSPA;

(ii) all and any losses which the Trustee may suffer, including, but not limited

to, loss of rental, service charges, carpark and other income and claims forlosses from existing or potential tenants, which arises out of or in

connection with cases before any courts, tribunals and governmental

authorities, agencies or bodies in the relevant jurisdictions, including the

Indonesian Business Competition Supervisory Commission, whetherdirectly or indirectly; and

(iii) all and any losses which the Trustee may suffer which arises out of or in

connection with a failure by the Binjai Supermall Vendor to comply with any

of its joint and several obligations in the Binjai Supermall CSPA.

3.6. Related tenancy agreements relating to the Proposed Properties

3.6.1 Pejaten Village Related Tenancies

Upon completion of the Pejaten Village Acquisition, LMIR Trust will, throughPPP, take over all of the tenancy agreements with respect to Pejaten Village,

including various tenancy agreements entered into by certain associates andsubsidiaries of the Sponsor (the Pejaten Village Related Tenancy

Agreements). Based on the unaudited financial statement of PPP for the six

month period ended 30 June, 2012, the aggregate rental fees derived or to be

derived from the Pejaten Village Related Tenancy Agreements is approximately

Rp.386.4 billion (S$49.1 million). The amount of space taken up and the value

of each of the Pejaten Village Related Tenancy Agreements are set out in

Appendix F of the Circular. The percentage of NTA/NAV accounted for by the

Pejaten Village Related Tenancy Agreements is also set out in Appendix F of

the Circular.

3.6.2 Binjai Supermall Related Tenancies

Upon completion of the Binjai Supermall Acquisition, LMIR Trust will, through

ACU, take over all of the tenancy agreements with respect to Binjai Supermall,

including various tenancy agreements entered into by certain associates and

subsidiaries of the Sponsor (the Binjai Supermall Related Tenancy

Agreements). Based on the unaudited financial statement of PPP for the six

month period ended 30 June 2012, the aggregate rental fees derived or to be

derived from the Binjai Supermall Related Tenancy Agreements is

approximately Rp.151.6 billion (S$19.3 million). The amount of space taken up

and the value of each of the Binjai Supermall Related Tenancy Agreements are

set out in Appendix F of the Circular. The percentage of NTA/NAV accountedfor by the Binjai Supermall Related Tenancy Agreements is also set out in

Appendix F of the Circular.

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Based on the Managers experience in relation to the existing portfolio of LMIR

Trust, the Manager is of the view that the Pejaten Village Related Tenancy

Agreements and the Binjai Supermall Related Tenancy Agreements

(collectively, the Related Tenancy Agreements) are made on normal

commercial terms and are not prejudicial to the interests of LMIR Trust and

Unitholders.

(See Appendix F Related Tenancy Agreements for further details.)

3.7. Hak Guna Bangunan (HGB)/Right to Build Land Titles

LMIR Trust holds some of the September 2012 Portfolio via HGB titles. These are (i) Mal

Lippo Cikarang, (ii) Plaza Madiun and (iii) Sun Plaza. Similarly, LMIR Trust will also hold

the Proposed Properties via HGB titles. Under Indonesian Agrarian Law, the highest

title which can be obtained by a company incorporated or located in Indonesia is a

Right to Build or HGB title. HGB titles can only be obtained by an Indonesian citizen,

or by a legal entity which is incorporated under Indonesian law and located in Indonesia

including foreign capital investment (Penanaman Modal Asing, or PMA) companies. A

holder of HGB title has the right to erect, occupy and use buildings on that particularparcel of land, and also has the right to encumber and sell all or part of the parcel.

The validity period for a HGB title is different from that of a freehold title. A freehold

title has no limitation on the validity period. A HGB title is granted for a maximum initial

term of 30 years. By application to the relevant local land office upon or prior to the

expiration of this initial term, a HGB title may be extended for an additional term not

exceeding 20 years. Following expiration of this additional term, a renewal application

may be made. The application should be made no later than two years prior to the

expiration of the additional term. The land office has discretion whether to grant the

various extensions. If the term of HGB titles could not be extended, after the expiration

date of such HGB titles:

(i) in the event that the HGB title is on state-owned land, such land will become state

owned land;

(ii) in the event that the HGB title is on right to manage land, such land shall be

returned to the holder of the right to manage ( hak pengelolaan) in accordance

with the agreement for the granting of HGB title entered into between the former

HGB holder and the holder of the right to manage; and

(iii) in the event that the HGB title is on right to own (hak milik) land, such land shall

be returned to the holder of the right to own in accordance with the agreement for

the granting of HGB title entered into between the former HGB holder and theholder of the right to own.

The costs for the extension of HGB title will be determined based on a certain formulas

as stipulated by the National Land Office. The land office has discretion to approve or

reject the application for the extension of HGB title. The National Land Office, however,

tends to grant an extension of HGB titles when the land is still duly used in accordance

with the condition, nature and objective of the granting of such HGB title, all terms and

conditions of the granting of such HGB title have been duly fulfilled by the title holder,

the title holder is still eligible to hold an HGB title and there has been no change in the

zoning policies of the government, abandonment or destruction of land, or revocation of

the HGB title due to public interest considerations.

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(iii) The relative figures for each of the Proposed Acquisitions using the applicable

bases of comparison described in sub-paragraphs 3.9(ii)(a) and 3.9(ii)(b) are set

out in the table below. While the relative figure in relation to each of the Recent

Acquisitions computed on the basis set out in paragraph 3.9(ii)(b) above exceeds

20.0%, each of the Recent Acquisitions is not a major transaction under Chapter

10 of the Listing Manual as it is within LMIR Trusts ordinary course of business.

Therefore, Unitholders approval is not required for each of the Recent

Acquisitions. However, for purposes of illustration to Unitholders, the relativefigures for the Proposed Acquisitions and the Recent Acquisitions using the

applicable bases of comparison described in sub-paragraphs 3.9(ii)(a) and

3.10(ii)(b) are set out in the table below.

Comparison of: The Properties LMIR Trust

Relative

Figure

Net Property

Income(1)(2)(3)Pejaten Village:

Rp.40.8 billion

(S$5.9 million)

Rp.638.5 billion

(S$92.0 million)

6.4%

Binjai Supermall:Rp.7.8 billion

(S$1.1 million)

1.2%

Purchase/Aggregate

Consideration against

LMIR Trusts market

capitalisation

Pejaten Village:

Rp.748.0 billion

(S$95.1 million)(4)

LMIR Trusts

market

capitalisation:

S$1,037.3

million(5)(6)

9.2%

Binjai Supermall:

Rp.237.5 billion

(S$30.2 million)

2.9%

Notes:

(1) In the case of a real estate investment trust, the net property income is a close proxy to the netprofits attributable to its assets.

(2) Based on the FY2011 Audited Consolidated Financial Statements and the unaudited financialstatements of the target companies for FY2011.

(3) Based on FY2011 average rupiah exchange rate of S$1.00 to Rp.6,939.1.

(4) Based on the Illustrative Rupiah Exchange Rate of S$1.00 to Rp.7,865.2.

(5) Based on the closing price of S$0.475 per Unit on the SGX-ST on the Latest Practicable Date.

(6) Based on Units in issue as at the Latest Practicable Date.

4. REQUIREMENT FOR UNITHOLDERS APPROVAL FOR THE PROPOSED ACQUISITIONS

4.1. Interested Person Transaction and Interested Party Transaction in connection

with the Proposed Acquisitions

Under Chapter 9 of the Listing Manual, where LMIR Trust proposes to enter into a

transaction with an Interested Person and the value of the transaction (either in itself or

when aggregated with the value of other transactions, each of a value equal to or

greater than S$100,000 with the same Interested Person during the same financial

year) is equal to or exceeds 5.0% of LMIR Trusts latest unaudited NTA, Unitholders

approval is required in respect of the transaction.

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Based on LMIR Trusts consolidated financial statements for the nine-month period

ended 30 September 2012, the NTA of LMIR Trust was S$1,153.8 million as at

30 September 2012. Accordingly, if the value of a transaction which is proposed to be

entered into in the current financial year by LMIR Trust with an Interested Person is,

either in itself or in aggregation with all other earlier transactions (each of a value equal

to or greater than S$100,000) entered into with the same Interested Person during the

current financial year, equal to or is in excess of S$57.7 million, such a transaction

would be subject to Unitholders approval. Given the Pejaten Village PurchaseConsideration and the Binjai Supermall Aggregate Consideration of Rp.748.0 billion (or

S$95.1 million) and Rp.237.5 billion (or S$30.2 million) which is 8.2% and 2.6% of the

NTA of LMIR Trust as at 30 September 2012, respectively1, the value of each of the

Pejaten Village Acquisition and the Binjai Supermall Acquisition will in aggregate

exceed the said threshold2.

Paragraph 5 of the Property Funds Appendix also imposes a requirement for

Unitholders approval for an Interested Party Transaction by LMIR Trust which value

exceeds 5.0% of LMIR Trusts latest audited NAV. Based on LMIR Trusts consolidated

financial statements for the six-month period ended 30 September 2012, the NAV of

LMIR Trust was S$1,153.8 million as at 30 September 2012. Accordingly, if the value ofa transaction which is proposed to be entered into by LMIR Trust with an Interested

Party3 is equal to or greater than S$57.7 million, such a transaction would be subject

to Unitholders approval. Given the Pejaten Village Purchase Consideration of Rp.748.0

billion (or S$95.1 million), the value of the Pejaten Village Acquisition exceeds the said

threshold.

As at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units

(comprising 2.88% of the total number of issued Units). The Manager is wholly-owned

by Peninsula, a wholly-owned subsidiary of Jesselton which is in turn a wholly-owned

subsidiary of the Sponsor. The Sponsor, directly and/or through its subsidiaries and

associates and through its interest in the Manager, has (i) deemed interests of

approximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is thereforeregarded as a controlling unitholder of LMIR Trust, and controlling shareholder of the

Manager, under both the Listing Manual and (where applicable) the Property Funds

Appendix. The Pejaten Village Vendors are indirect wholly-owned subsidiaries of the

Sponsor. For the purposes of Chapter 9 of the Listing Manual, each of the Pejaten

Village Vendors is an Interested Person of LMIR Trust, and for the purposes of

paragraph 5 of the Property Funds Appendix relating to Interested Party Transactions,

each of the Pejaten Village Vendors is an Interested Party of LMIR Trust. Similarly, TMI

is an indirect wholly-owned subsidiary of the Sponsor. MPP and the Sponsor are under

common control by PT Multipolar Corporation Tbk. For the purposes of Chapter 9 of the

Listing Manual, each of TMI and MPP is an Interested Person of LMIR Trust, and for the

purposes of paragraph 5 of the Property Funds Appendix relating to Interested PartyTransactions, each of TMI and MPP is an Interested Party of LMIR Trust.

1 Based on LMIR Trusts consolidated financial statements for the nine-month period ended 30 September 2012.

2 Based on LMIR Trusts audited consolidated financial statements for the financial year ended 31 December 2011,(FY 2011 and the audited consolidated financial statements for FY2011, the FY2011 Audited ConsolidatedFinancial Statements), the NTA/NAV of LMIR Trust was S$1,299.9 million as at 31 December 2011. Given thePejaten Village Purchase Consideration of Rp.748.0 billion (or S$95.1 million) which is 7.3% of the NTA/NAV ofLMIR Trust as at 31 December 2011, the value of the Pejaten Village Acquisition will in aggregate also exceed thesaid thresholds based on the FY2011 Audited Consolidated Financial Statements. The relevant threshold for PejatenVillage is 7.3% and the relevant threshold for Binjai Supermall is 2.3%.

3 Interested Party means:

(i) a director, chief executive officer or controlling shareholder of the Manager, the Trustee or controlling

unitholder of LMIR Trust; or(ii) an associate of any director, chief executive officer or controlling shareholder of the Manager, or an associate

of the Manager, the Trustee or any controlling unitholder of LMIR Trust.

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Therefore, each of the Pejaten Village Acquisition and the Binjai Supermall Acquisitionwill constitute an Interested Person Transaction under Chapter 9 of the Listing Manual.The Pejaten Village Acquisition and the Binjai Supermall Acquisition will also constitutean Interested Party Transaction under paragraph 5 of the Property Funds Appendix. Thevalue of the Pejaten Village Acquisition is equal to 8.2% of LMIR Trusts NTA/NAV ofS$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders isrequired for the Pejaten Village Acquisition under Rule 906 of the Listing Manual and

paragraph 5 of the Property Funds Appendix. Although approval of Unitholders is notrequired for the Binjai Supermall Acquisition under Rule 906 of the Listing Manual andparagraph 5 of the Property Funds Appendix, the Manager wishes to seek Unitholdersapproval for the Binjai Supermall Acquisition for (i) good corporate governance and (ii)due to the fact that Unitholders approval is also being sought for the Pejaten VillageAcquisition. Accordingly, the approval of Unitholders is sought for each of the PejatenVillage Acquisition and the Binjai Supermall Acquisition.

4.2. Existing Interested Person Transactions

Prior to the Latest Practicable Date, LMIR Trust had entered into several interestedperson transactions with associates of the Sponsor during the course of the current

financial year (the Existing Interested Person Transactions). The aggregate valueof the Existing Interested Person Transactions amounts to Rp.223.7 million(approximately S$28,400), which comprises 0.0025% of the unaudited net tangibleassets of LMIR Trust as at 30 September 2012.

Details of the Existing Interested Person Transactions may be found in Appendix E ofthis Circular.

4.3. Fees payable to the Manager for the Proposed Acquisition

Upon the final completion of the Proposed Acquisitions, the Manager will be entitledunder the Trust Deed to receive the Pejaten Village Acquisition Fee and the Binjai

Supermall Acquisition Fee of Rp.7.5 billion (or S$1.0 million) and Rp.2.4 billion (orS$0.3 million), which is equal to 1.0% of the Pejaten Village Purchase Considerationand the Binjai Supermall Aggregate Consideration, respectively.

The Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee shall bepayable to the Manager in Units to be issued at an issue price based on the volumeweighted average price (VWAP) for a Unit for all trades on the SGX-ST for the periodof 10 business days immediately preceding the Proposed Completion (the 10-dayVWAP). Purely for illustrative purposes only and based on the VWAP for a Unit for alltrades on the SGX-ST for the period of 10 business days immediately preceding19 November 2012, the Pejaten Village Acquisition Fee and the Binjai SupermallAcquisition Fee payable to the Manager in Units would be issued at an issue price of

S$0.4795 per Unit and 2,613,117 Units will be issued to the Manager. It should,however, be noted that the exact number of Units to be issued to the Manager will beannounced later. In accordance with paragraph 5.6 of the Property Funds Appendixwhich applies to Interested Party Transactions, the Units to be issued as payment of thePejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee are not to besold within one year from their date of issuance.

After the Proposed Completion of the Proposed Acquisitions, the Manager will also beentitled under the Trust Deed to receive from LMIR Trust, as in the case of any of theexisting and future properties, management fees attributable to the ProposedProperties comprising a base fee of 0.25% per annum of the value of the ProposedProperties and a performance fee of 4.0% per annum of the Net Property Income of the

Proposed Properties. The Manager will be entitled to the management fees attributableto Proposed Properties in the future for so long as each of Pejaten Village and BinjaiSupermall continues to form part of the investment portfolio of LMIR Trust, respectively.

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4.4. Approval by Unitholders

In approving the Proposed Acquisitions, Unitholders are deemed to have approved all

documents which are required to be executed by the parties in order to give effect to the

Proposed Acquisitions including the Related Tenancy Agreements in relation to the

Proposed Properties. These agreements are therefore not subject to Rules 905 and 906

of the Listing Manual (which require LMIR Trust to make an announcement or obtain the

approval of Unitholders depending on the materiality of the Interested PersonTransactions) insofar as there are no subsequent changes to the rental, rates and/or

basis of the fees charged thereunder which will adversely affect LMIR Trust. Future

renewal or extension of these agreements will be subject to Rules 905 and 906 of the

Listing 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 normal

commercial terms.

The Manager is of the view that the Proposed Acquisitions are in the ordinary course of

LMIR Trusts business and are therefore not subject to Chapter 10 of the Listing Manual.

4.5. Advice of the Independent Financial Adviser

The Manager and the Trustee have appointed KPMG Corporate Finance Pte Ltd (the

IFA) to advise the independent Directors of the Manager comprising Mr Albert

Saychuan Cheok, Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock (the Independent

Directors) and the Trustee in the transaction as to whether the Proposed Acquisitions

are (a) on normal commercial terms and (b) prejudicial to the interests of LMIR Trust

and the Unitholders.

Having considered the factors and made the assumptions set out in its letter, and

subject 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 Village

Acquisition is on normal commercial terms and not prejudicial to LMIR Trust and

the Unitholders;

4.5.2. in accordance with Chapter 9 of the Listing Manual, the Binjai Supermall

Acquisition is on normal commercial terms and not prejudicial to LMIR Trust and

the Unitholders;

4.5.3. in accordance with Paragraph 5 of the Property Funds Appendix, the Pejaten

Village Acquisition is on normal commercial terms and is not prejudicial to theUnitholders; and

4.5.4. in accordance with Paragraph 5 of the Property Funds Appendix, the Binjai

Supermall Acquisition is on normal commercial terms and is not prejudicial to

the Unitholders.

A copy of the letter from the IFA to the Independent Directors and the Trustee (the IFA

Letter), containing its advice in full, is set out in Appendix A of this Circular.

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4.6. Interests of Directors and Substantial Unitholders1

4.6.1 Interests of Directors of the Manager

Details of the unitholdings of the Directors are as follows:

Unitholder

Direct

Interest

Deemed

Interest

Total

Interest

%

Interest(1)

Mr Albert Saychuan Cheok . . . 400,000 400,000 0.018

Ms Viven Gouw Sitiabudi . . . .

Mr Douglas Chew . . . . . . . . .

Mr Bunjamin J. Mailool . . . . .

Mr Lee Soo Hoon, Phillip . . . .

Mr Goh Tiam Lock. . . . . . . . .

Note:

(1) The percentage interest is based on total issued Units of 2,183,818,115 as at the LatestPracticable Date.

Save as disclosed above and based on information available to the Manager,

none of the Directors has an interest, direct or indirect, in the Proposed

Acquisitions.

4.6.2 Interests of Substantial Unitholders

The details of the unitholdings of the Substantial Unitholders who are interested

in the Proposed Acquisitions are as follows:

Unitholder

Direct

Interest

Deemed

Interest

Total

Interest

%

Interest(1)

Bridgewater . . . . . . . . 591,023,888 591,023,888 27.06

PT. Sentra Dwimandiri

(PTSD)(2) . . . . . . . . . 591,023,888 591,023,888 27.06

PT. Lippo Karawaci

Tbk(3) . . . . . . . . . . . . 654,014,003 654,014,003 29.95

Notes:

(1) The percentage interest is based on total issued Units of 2,183,818,115 as at the Latest

Practicable Date.

(2) PTSD directly and/or through its subsidiaries wholly-owns Bridgewater and is deemed to beinterested in the Units held by Bridgewater.

(3) PT Lippo Karawaci Tbk directly and/or through its subsidiaries wholly-owns Bridgewater andis deemed to be interested in the Units held by Bridgewater. PT Lippo Karawaci Tbk alsodirectly and/or through its subsidiaries wholly-owns the Manager and is deemed to beinterested in the 62,990,115 Units (representing 2.88% of the total number of issued Units)held by the Manager.

1 Substantial Unitholders refers to Unitholders with an interest in more than 5.0% of all Units in issue.

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The Sponsor, directly and/or through its subsidiaries and through its interest in

the Manager, has (i) deemed interests of approximately 29.95% in LMIR Trust

and (ii) wholly-owns the Manager, and is therefore regarded as a controlling

unitholder of LMIR Trust, and controlling shareholder of the Manager under

both the Listing Manual and (where applicable) the Property Funds Appendix.

The Pejaten Village Vendors and TMI are indirect wholly owned subsidiaries of

the Sponsor. MPP and the Sponsor are under common control by PT Multipolar

Corporation Tbk.

Based on information available to the Manager in the Register of Unitholders,

the other Substantial Unitholder is APG Algemene Pensioen Groep N.V.

(9.89%).

5. PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS AND THE

RECENT ACQUISITIONS

The pro forma financial effects of the Proposed Acquisitions and the Recent Acquisitions

presented below are strictly for illustrative purposes only and were prepared based on:

(i) the FY2011 Audited Consolidated Financial Statements and the unaudited financial

statements of the target companies for FY2011;

(ii) the unaudited consolidated financial statements of LMIR Trust and the target

companies for the six months ended 30 June 2012 (the 6M 2012 Unaudited Financial

Statements); and

and assuming1:

(a) the cash portion of S$129.0 million of the Total Acquisition Cost will be paid in full in

cash;

(b) the cash component is funded by the proceeds from the Notes at an assumed weighted

average interest rate of 5.079% per annum2;

(c) a rental guarantee in respect of KJI amounting to Rp.10.75 billion (S$1.4 million) per

quarter will be provided by the KJI vendor (please see paragraph 2.4.2 of Appendix B

for further information on the rental guarantee in respect of KJI); and

(d) in relation to the pro forma financial effects of the Recent Acquisitions and the Proposed

Acquisitions on the Distributable Income for LMIR Trust, that:

(I) LMIR Trust had purchased the relevant properties and had incurred expendituresfor the acquisition of these properties on 1 January 2011 and 1 January 2012 for

FY2011 and 6M2012 respectively; and

(II) such expenditures are based on the purchase consideration for 100% of the

revenue generating spaces within the malls that are to be acquired including the

Binjai Units (as defined herein) which were occupied by MPP and will only be

income generating at the completion of the Binjai Supermall Acquisition.

1 The actual split in the use of proceeds may be adjusted to take into account the adjustment for the consolidated net

assets or net liabilities of PPP in the case of the Pejaten Village Acquisition.2 This does not take into account the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017

pursuant to the EMTN Programme.

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The reduction in the absolute amount of total distributable income in the pro forma

financial statements is mainly due to the fact that:

(A) Palembang Square is undergoing an asset enhancement initiative which is

expected to be completed in early 2013;

(B) KJI had undergone an asset enhancement initiative with a substantial part of the

works only having been completed in 3Q2012;

(C) the two anchor tenants of Pejaten Village, namely Matahari Department Store and

Hypermart, have had an upward rental adjustment in 2012 that has not been

included in the calculations of the pro forma financial effects for Pejaten Village for

FY2011;

(D) two key tenants of Binjai Supermall, namely Matahari Department Store and

Hypermart, will be leasing 12,630.16 sq m of space in Binjai Supermall but such

lease will only be entered into after the Binjai Supermall Acquisition has taken

place, and such lease has not been taken into account in the determination of the

pro forma financial effects for Binjai Supermall for FY2011; and

(E) the Binjai Supermall Purchase Consideration is payable based on the expansionand renovation program (which is expected to increase the net lettable area by

more than 25% by March 2013).

5.1. Financial year ended 31 December 2011

Pro Forma DPU and distribution yield

The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions

and the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai

Supermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions

on the DPU and distribution yield for LMIR Trust for FY2011, as if LMIR Trust had

purchased the relevant properties on 1 January 2011, and held and operated the

relevant properties through to 31 December 2011, respectively, are as follows:

December 2011

Portfolio(1)

December 2011

Portfolio with

Recent

Acquisitions

December 2011

Portfolio with

Recent

Acquisitions

and Pejaten

Village

December 2011

Portfolio with

Recent

Acquisitions

and Binjai

Supermall

December 2011

Portfolio with

Recent

Acquisitions

and Proposed

Acquisitions

Distributable

income (S$000)(2) . 47,446 46,508 45,186 45,151 43,829

Units in issue and

to b e ( is su ed ) . . . . 2 ,1 74 ,6 82 ,0 08 2 ,1 75 ,9 47 ,7 22(3)

2,176,619,151(3)

2,176,076,294(3)

2,176,747,722(3)

DPU (cents)(4) . . . 2.18 2.14 2.08 2.07 2.01

Distribution yield(5) . 6.23% 6.11% 5.93% 5.93% 5.75%

Notes:

(1) Based on the FY2011 Audited Consolidated Financial Statements.

(2) Distributable income includes Unitholders distribution from operations and return of capital.

(3) The number of Units is arrived at after taking into account the new Units to be issued in payment of theperformance fee as a result of additional Net Property Income after the relevant acquisitions.

(4) The DPU is derived at by taking into account the distributable income for FY2011, divided by the totalnumber of Units in issue and to be issued as at 31 December 2011.

(5) The distribution yield is derived at by taking into account the DPU for FY2011, divided by the closingprice as at 31 December 2011 of S$0.35.

29

LMIR_Cir Dated 26 Nov 2012

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