Preliminary Offering Circular

IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE UNITED STATES

IMPORTANT: You must read the following disclaimer before continuing. The following applies to this Preliminary Offering Memorandum (the “Offering Memorandum”), and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Memorandum. In accessing this Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information as a result of such access. You acknowledge that access to this Offering Memorandum is intended for use by you only and you agree that you will not forward or otherwise provide access to any other person.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR SOLICITATION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THIS OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAW OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE FINAL TERMS AND CONDITIONS OF THE SECURITIES. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.

Confirmation of Your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to the securities, investors must be outside of the United States and to the extent you purchase securities described in the attached Offering Memorandum, you will be doing so pursuant to Regulation S under the Securities Act. This Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are outside of the United States and (2) you consent to delivery of this Offering Memorandum by electronic transmission.

You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case, you must return this Offering Memorandum to us immediately. You may not, nor are you authorized to, deliver or disclose the contents of this Offering Memorandum to any other person.

The materials relating to this offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that this offering be made by a licensed broker or dealer and the lead managers or any affiliate of the lead managers is a licensed broker or dealer in that jurisdiction, this offering shall be deemed to be made by the lead managers or such affiliate on behalf of the Issuer in such jurisdiction.

PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors: The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors: The Notes described herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purpose, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), and as amended by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (“MiFID EU Exit Regulations”); or (ii) a customer within the meaning of Directive (EU) 2016/97 and its implementing legislation (as amended) as it forms part of UK law by virtue of the EUWA, where that customer would not qualify as a professional client, as defined in point (8) of Article 2 of Regulation (EU) No. 600/2014 as it forms part of UK law by virtue of the EUWA and as amended by the MiFID EU Exit Regulations. Consequently no key information document required by Regulation (EU) No. 1286/2014 as it forms part of UK law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The communication of the attached document and any other document or materials relating to the issue of the Notes described therein is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the UK’s Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the UK. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the UK who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “2005 Order”), or who fall within Article 49(2)(a) to (d) of the 2005 Order, or who are any other persons to whom it may otherwise lawfully be made under the 2005 Order (all such persons together being referred to as “relevant persons”). In the UK, the Notes described in the attached document are only available to, and any investment activity to which the attached document relates will be engaged in only with, relevant persons. Any person in the UK that is not a relevant person should not act or rely on the attached document or any of its contents.

This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Guarantor, BNP Paribas (“BNP Paribas”), CIMB Bank Berhad, acting through its Singapore Branch (“CIMB”), Credit Suisse (Singapore) Limited (“Credit Suisse”), Deutsche Bank AG, Singapore Branch (“Deutsche Bank”) or Shanghai Pudong Development Bank Co., Ltd. Singapore Branch (“SPD Bank Singapore Branch”) nor any person who controls any of them nor any director, officer, official, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum received by you in electronic format and the electronic version initially distributed.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. The information in this preliminary offering memorandum is not complete and may be changed in the final offering memorandum. This preliminary offering memorandum is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. N AIA IBCei useDush akSDBank SPD Bank Deutsche Suisse Credit in issued be not will Notes of CIMB holdings evidencing certificates definitive herein, described as PARIBAS Except BNP 2021. or , in on registered (“Euroclear”) be SA/NV will Bank which Certificate. 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Notes the initially the the will or of Notes offering any this The Notes. as us, the of of long either for any List as market of of Official US$200,000 no merits correctness the is of the to the there size Notes of for Currently, lot the indication responsibility require. of board so an no Admission SGX-ST minimum takes as Memorandum. the a SGX-ST taken Offering in The be of this SGX-ST SGX-ST. listing to in the the the not contained for of reports is conditions Investors) to “SGX-ST”) List or the SGX-ST the (the of pursuant opinions Official of the Limited with or the (Classes provisions SFA) Trading made on accordance applicable Futures Securities the statements Notes Exchange other in and the the of Singapore any (the Securities and the for of, 275(2) Singapore from the SFA, quotation conditions received Section and of of the the been in 3 with 289 has of accordance in-principle defined Regulation Chapter 275(1A) Approval in applicable) (as Section Act, and (where person other to to, Futures and pursuant Singapore relevant pursuant and otherwise SFA in a person Securities SFA. (iii) the persons any to or the of to to 2018; (ii) 4A or 275 indirectly, Regulations or or sold, SFA; Section Section or sale, or SFA, the in directly in offered or the of be whether specified defined offer Notes of purchase, 274 Singapore (as the the 275(1) or Section of may investor with Section nor subscription Authority to connection institutional distributed, for Monetary pursuant or in an the invitation circulated “SFA”)) material with to an be not prospectus or of (i) may a document to subject than Notes as or other the the registered domiciled, of made any are purchase, be regarding be and or they not 1995 Indonesia. Memorandum subscription wherever with will of of for citizens, Offering regulations compliance and 8 invitation Indonesian and this Number been in laws to Restrictions” Law Accordingly, not the or States “Transfer under under Act. has (“MAS”). 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PTE. CAPITAL LMIRT nodtoal n reoal urnedby guaranteed irrevocably and unconditionally icroae nSnaoewt iie liability limited with Singapore in (incorporated Cmayrgsrto ubr 201212428M) number: registration (Company epta Ai)Limited (Asia) Perpetual on edManagers Lead Joint i lhbtclorder) alphabetical (in % Price Issue igpr Branch Singapore We accept responsibility for the information contained in this Offering Memorandum. Having made all reasonable enquiries, we confirm that this Offering Memorandum contains all information with respect to us, the Notes and the Guarantee that is material in the context of the issue and the offering of the Notes, that the information in this Offering Memorandum is true and accurate in all material respects, that the opinions and intentions expressed in this Offering Memorandum are honestly held, are not misleading in any material respect and have been reached after considering all relevant circumstances and are based on reasonable assumptions, that we are not aware of any other facts the omission of which in our reasonable opinion might make this document as a whole or any of such information or the expression of any such opinions or intentions materially misleading, that all reasonable inquiries have been made by us to verify the accuracy of such information, and that this Offering Memorandum does not contain an untrue statement of a material fact or omit to state a material fact required to be stated herein or that is necessary in order to make the statements herein, in the light of the circumstances under which they are made, not misleading.

As a REIT listed on the Mainboard of the SGX-ST, we are subject to the rules set out in the SGX-ST Listing Manual. SGX-ST Listing Manual rule 1207(19) requires that we include a statement in our annual report on whether we have complied with best practices on dealings in securities, including that we should not deal in our securities during the period commencing one month before the announcement of our full year financial statements. We will be releasing our financial statements in respect of financial year 2020 on March 1, 2021. In the event that we price the Notes on or after February 1, 2021, we will, in compliance with SGX-ST Listing Manual rule 1207(19), include a statement in our annual report for financial year 2020 that we have dealt in our securities within one month of the announcement of our full year financial statements.

This Offering Memorandum is confidential and has been prepared by us solely for use in connection with the issue and offering of the Notes described herein. BNP Paribas (“BNP Paribas”), CIMB Bank Berhad, acting through its Singapore Branch (“CIMB”), Credit Suisse (Singapore) Limited (“Credit Suisse”), Deutsche Bank AG, Singapore Branch (“Deutsche Bank”) and Shanghai Pudong Development Bank Co., Ltd. Singapore Branch (“SPD Bank Singapore Branch”) as joint lead managers (the “Joint Lead Managers”), reserve the right to reject any offer to subscribe for the Notes, in whole or in part, for any reason. This Offering Memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Any disclosure of any of the contents of this Offering Memorandum, without our prior written consent, is prohibited. Each prospective purchaser, by accepting delivery of this Offering Memorandum, agrees to the foregoing and to make no photocopies of this Offering Memorandum or any documents attached hereto.

The distribution of this Offering Memorandum and the offering, sale or delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes are required by us and the Joint Lead Managers to inform themselves about and to observe any such restrictions. See “Plan of Distribution.” No action is being taken to permit a public offering of the Notes or the distribution of this Offering Memorandum in any jurisdiction where action would be required for such purposes. No representation or warranty, express or implied, is made by the Joint Lead Managers as to the accuracy or completeness of the information set forth herein, and nothing contained in this Offering Memorandum is, or shall be relied upon as a promise or representation, whether as to the past or the future. None of the Joint Lead Managers, the Trustee and the Paying Agent (each as defined herein) has independently verified any of such information. None of the Joint Lead Managers, the Trustee and the Paying Agent assumes any responsibility for its accuracy or completeness.

No person has been authorized to give any information or to make any representation other than those contained in this Offering Memorandum in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorized by us or the Joint Lead Managers. Neither the delivery of this Offering Memorandum nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or the date upon which this Offering Memorandum has been most recently amended or supplemented or that there has been no adverse change in our financial position since the date hereof or the date upon which this Offering Memorandum has been most recently amended or supplemented or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

i The Joint Lead Managers, the Trustee and the Paying Agent do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Offering Memorandum. Each person receiving this Offering Memorandum acknowledges that such person has not relied on the Joint Lead Managers, the Trustee, the Paying Agent or any person affiliated with any of them in connection with its investigation of the accuracy of such information or its investment decision. Each person contemplating making an investment in the Notes must make its own investigation and analysis of our creditworthiness and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment. No person should construe the contents of this Offering Memorandum as legal, business or tax advice and each person should be aware that it may be required to bear the financial risks of any investment in the Notes for an indefinite period of time. Each person should consult its own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of an investment in the Notes.

This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of us, the Joint Lead Managers or any affiliate or representative of any of us or the Joint Lead Managers to subscribe for or purchase, any Notes in any jurisdiction or in any circumstances in which such offer, invitation or solicitation is not authorized or to any person to whom it is unlawful to make such offer, invitation or solicitation.

Neither we nor the Joint Lead Managers nor any affiliate or representative of us or the Joint Lead Managers is making any representation to any investor regarding the legality of an investment by such investor under applicable laws.

Each purchaser of the Notes must comply with all applicable laws and regulations in force in each jurisdiction in which it purchases, offers or sells such Notes or possesses or distributes this Offering Memorandum and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of such Notes under the laws and regulations in force in any jurisdictions to which it is subject or in which it makes such purchases, offers or sales and neither we nor the Joint Lead Managers shall have any responsibility therefor. For the avoidance of doubt, any disclosure of the contents of this Offering Memorandum, without our prior written consent, is prohibited.

IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, SINGAPORE BRANCH (THE “STABILIZING MANAGER”) (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER), MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

ii Prohibition of Sales to UK Retail Investors: The Notes described herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purpose, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), and as amended by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (“MiFID EU Exit Regulations”); or (ii) a customer within the meaning of Directive (EU) 2016/97 and its implementing legislation (as amended) as it forms part of UK law by virtue of the EUWA, where that customer would not qualify as a professional client, as defined in point (8) of Article 2 of Regulation (EU) No. 600/2014 as it forms part of UK law by virtue of the EUWA and as amended by the MiFID EU Exit Regulations. Consequently no key information document required by Regulation (EU) No. 1286/2014 as it forms part of UK law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

NOTIFICATION UNDER SECTION 309B(1) OF THE SFA

The Notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the “MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

CURRENCIES

This Offering Memorandum contains conversions of Singapore Dollar amounts to US Dollars at specific rates solely for the convenience of the reader. For convenience, certain US Dollar amounts have been translated into Singapore Dollar amounts, based on the prevailing exchange rate on September 30, 2020 of S$1.3692 = US$1.00, as quoted on the website of the MAS for that date. Such translations should not be construed as representations that the Singapore Dollar or US Dollar amounts referred to could have been, or could be, converted into Singapore Dollars or US Dollars, as the case may be, at that or any other rate or at all.

This Offering Memorandum contains conversions of Rupiah amounts to Singapore Dollars at specific rates solely for the convenience of the reader. For convenience, certain Rupiah amounts have been translated into Singapore Dollar amounts, based on the prevailing exchange rate on September 30, 2020 of Rp10,876.66 = S$1.00, as quoted on the website of the MAS for that date. Such translations should not be construed as representations that the Rupiah or Singapore Dollar amounts referred to could have been, or could be, converted into Rupiah or Singapore Dollars, as the case may be, at that or any other rate or at all.

MARKET AND INDUSTRY DATA

This Offering Memorandum contains estimates and projections regarding market and industry data that were obtained from third-party sources, such as market research, consultant surveys, publicly available information as well as industry publications and surveys. This Offering Memorandum also includes

iii certain industry data and forecasts that we have obtained from the Independent Market Research Report dated August 26, 2020, as prepared by Savills Valuation and Professional Services (S) Pte Ltd (“Savills”), and appended hereto as Appendix A (the “Independent Market Research Report” or the “Report”). No representation or warranty, express or implied, is made by Savills as to the accuracy or completeness of the information set forth in this Offering Memorandum, and nothing contained in this Offering Memorandum shall be relied upon as a promise or representation, whether as to the past or future. The Report was prepared as of August 26, 2020 and has not been updated since such date. See “Appendix A”. We believe the information provided or made available by these third-party sources is generally reliable. However, market and industry data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey, interpretation or presentation of market and industry data and management’s estimates and projections. In addition, the outcomes of projections are not guaranteed. As a result, you should be aware that market and industry data set forth herein, and estimates, projections and beliefs (i) based on such data and (ii) relating to certain financial and performance metrics presented herein, may not be reliable. Neither we nor the Joint Lead Managers have independently verified any of the data from third-party sources nor have we or the Joint Lead Managers ascertained the underlying economic assumptions relied upon therein, and neither we nor the Joint Lead Managers can guarantee its accuracy or completeness.

FORWARD-LOOKING STATEMENTS

Certain statements in this Offering Memorandum are not historical facts and constitute “forward-looking statements.” All statements other than statements of historical facts included in this Offering Memorandum, including those regarding our financial position and results, business strategies, plans and objectives of management for future operations (including development plans and dividends), followed by or that include the words “believe,” “expect,” “aim,” “intend,” “will,” “may,” “project,” “estimate,” “anticipate,” “predict,” “seek,” “should” or similar words or expressions, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future.

Forward-looking statements involve inherent risks and uncertainties. The forward-looking statements included in this Offering Memorandum reflect our current views with respect to future events and are not a guarantee of future performance. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. These factors include, but are not limited to, the following:

Š market fluctuations and economic slowdowns in Indonesia, particularly as a result of the COVID-19 pandemic;

Š our ability to rent out properties in our developments, renew leases and receive rental payments;

Š the condition of the retail industry in Indonesia;

Š potential conflicts of interest among us, the LMIRT Manager, the Property Manager and the Sponsor;

Š whether we can successfully execute our business strategies and carry out our growth plans;

Š difficulties faced by our Sponsor;

Š competition in the Indonesian real estate industry, including changes in real estate prices and sales activity;

Š macroeconomic factors, in particular interest rates, unemployment rates, disposable income, availability of adequate credit and affordable financing and consumer confidence in Indonesia;

Š changes in Indonesian government laws and regulations and their interpretation, including property laws and tax laws, as well as the level of enforcement of such laws and regulations;

iv Š significant delays in obtaining or renewing our various permits, proper legal titles or approvals for our properties under development or held or planned to be held for future development;

Š changes in our needs for capital and the availability and cost of financing and capital to fund these needs;

Š fluctuations in exchange rates;

Š our ability to anticipate and respond to consumer preferences;

Š war or acts of international or domestic terrorism;

Š occurrences of catastrophic events, natural disasters and acts of God that affect our business or properties;

Š outbreaks of infectious diseases and pandemics;

Š changes in our senior management team or loss of key employees;

Š changes relating to and our relations with our unitholders;

Š the impact of environmental damages, construction defects, product liability and warranty claims, including the adequacy of self-insurance accruals, the applicability and sufficiency of our environmental insurance coverage; and

Š the availability and cost of labor and building and construction materials, including the ability to secure materials and subcontractors.

Additional factors that could cause our actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Risk Factors” and “Business.” When relying on forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which we operate. These forward-looking statements speak only as of the date of this Offering Memorandum. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We do not intend to update any of the forward-looking statements after the date of this Offering Memorandum to conform those statements to actual results, subject to compliance with all applicable laws including the rules of the SGX-ST.

CERTAIN DEFINED TERMS AND CONVENTIONS

In this Offering Memorandum, unless otherwise specified or the context otherwise requires, all references to “we”, “us”, and “our” are references to the Issuer, the Guarantor and the consolidated subsidiaries and joint operations and joint ventures taken as a whole.

In this Offering Memorandum, unless otherwise specified or the context otherwise requires, all references to “Indonesia” are references to the Republic of Indonesia; all references to Singapore are to the Republic of Singapore all references to the “ “Indonesian government” are references to the central government of Indonesia; all references to the “United States” or “US” are to the United States of America; all references to “Rupiah”, “Rp” or “IDR” are to the lawful currency of Indonesia; all references to “US Dollars” or “US$” are to the lawful currency of the United States of America and all references to “Singapore Dollar” and “S$” are to the lawful currency of Singapore.

Figures in this Offering Memorandum have been subject to rounding adjustments. Accordingly, figures shown for the same item of information may vary and figures which are totals may not be an arithmetic aggregate of their components.

PRESENTATION OF FINANCIAL INFORMATION

We have prepared audited consolidated financial statements as of and for the years ended December 31, 2017, 2018 and 2019 and unaudited interim reviewed consolidated financial information as of and for the nine-month periods ended September 30, 2019 and September 30, 2020.

v Our audited consolidated financial statements as of and for the year ended December 31, 2019 (including comparative data as of and for the year ended December 31, 2018) and the audited consolidated financial statements as of and for the year ended December 31, 2018 (including comparative data as of and for the year ended December 31, 2017) are included in this Offering Memorandum and are prepared in accordance with the recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Singapore Chartered Accountants. See “Index to Financial Statements” and “Summary Financial Information”.

The unaudited interim consolidated financial information for the nine-month periods ended September 30, 2019 and September 30, 2020 presented in this Offering Memorandum have been reviewed by RSM Chio Lim LLP and prepared in accordance with Financial Reporting Standard 34 Interim Financial Reporting.

PRO FORMA FINANCIAL INFORMATION

The pro forma financial information contained in this Offering Memorandum is being provided for illustrative and informational purposes only and is based on historical statements reconstituted on a pro forma basis based on numerous assumptions and adjustments (as set out below in “— Basis of preparation and assumptions”) and is not necessarily indicative of our total returns and cash flows or financial position that would have been attained and had the Acquisition of Puri Mall (as defined herein) and/or our Rights Issue (as defined herein) actually occurred in the relevant periods. Such pro forma financial information, because of its nature, may not give a true or accurate picture of our actual total returns, cash flows or financial position and the Manager, the Joint Lead Managers, and the Trustee do not represent or warrant that the actual outcome of the acquisition of Lippo Mall Puri or our rights issue at the relevant dates or periods would have been as presented.

Under no circumstances should the inclusion of such information be regarded as a representation, warranty or prediction that these results would have been achieved, will be achieved or are likely to be achieved. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect our actual total returns or financial position following the transactions described therein. As such, no undue reliance should be placed on such pro forma financial information.

Basis of preparation and assumptions

The pro forma financial effects of the Acquisition of Puri Mall and the Rights Issue presented herein are strictly for illustrative purposes only and were prepared based on the Group’s audited consolidated financial statements as of and for the year ended December 31, 2019 or the unaudited consolidated financial statements as of and for the nine months ended September 30, 2020 (as the case may be) assuming:

Š a total acquisition cost (including the acquisition fee) of the Acquisition of S$390.9 million;

Š the acquisition cost (excluding for the acquisition fee, which will be paid through the issue of the acquisition fee units) including related fees of S$389.2 million will be paid by cash;

Š the Manager voluntarily waives 50.0% of its acquisition fee entitlement and the acquisition fee which is satisfied via the issue of 20,722,812 acquisition fee units which are assumed to be issued a prevailing market price of S$0.081 per Unit;

Š the acquisition cost (excluding for the acquisition fee, which will be paid through the issue of the acquisition fee units) of S$389.2 million will be funded by S$269.2 million of equity and S$120.0 million of debt financing facilities comprising bank facilities and the Vendor Financing; and

Š 4,682,872,029 rights units will be issued on a pro rata basis of 160 rights units for every 100 existing Units at an issue price of S$0.060 per rights unit to raise total proceeds of S$281.0 million.

vi TABLE OF CONTENTS

PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS ...... ii NOTIFICATION UNDER SECTION 309B(1) OF THE SFA ...... iii CURRENCIES ...... iii MARKET AND INDUSTRY DATA ...... iii FORWARD-LOOKING STATEMENTS ...... iv CERTAIN DEFINED TERMS AND CONVENTIONS ...... v PRESENTATION OF FINANCIAL INFORMATION ...... v PRO FORMA FINANCIAL INFORMATION ...... vi SUMMARY ...... 1 SUMMARY OF THE OFFERING ...... 10 SUMMARY CONSOLIDATED FINANCIAL INFORMATION ...... 13 RISK FACTORS ...... 18 USE OF PROCEEDS ...... 51 EXCHANGE RATES AND EXCHANGE CONTROLS ...... 52 CAPITALIZATION AND INDEBTEDNESS ...... 56 SELECTED CONSOLIDATED FINANCIAL INFORMATION ...... 57 DESCRIPTION OF LMIRT CAPITAL ...... 62 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...... 63 BUSINESS ...... 83 MANAGEMENT ...... 139 INTERESTS OF UNITHOLDERS AND DIRECTORS OF THE LMIRT MANAGER ...... 142 RELATED PERSON TRANSACTIONS ...... 144 DESCRIPTION OF INDEBTEDNESS ...... 145 REGULATION ...... 150 DESCRIPTION OF THE NOTES ...... 162 TAXATION ...... 214 PLAN OF DISTRIBUTION ...... 218 TRANSFER RESTRICTIONS ...... 224 LEGAL MATTERS ...... 225 INDEPENDENT AUDITORS ...... 226 RATINGS ...... 227 GLOSSARY ...... 228 APPENDIX A — INDEPENDENT MARKET RESEARCH REPORT ...... A-1 INDEX TO FINANCIAL STATEMENTS ...... F-1

vii SUMMARY

This summary highlights information contained elsewhere in this Offering Memorandum but does not contain all the information that may be important to you. Before making an investment decision, you should read this entire Offering Memorandum. This summary is qualified by, and must be read in conjunction with, the more detailed information appearing elsewhere in this Offering Memorandum. You should also carefully consider the information set forth under the headings “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and accompanying notes thereto appearing elsewhere in this Offering Memorandum.

Overview We are a Singapore-based REIT constituted by the LMIRT Trust Deed. We are the first and only Indonesian retail REIT and have been listed on the Mainboard of the SGX-ST since November 19, 2007. We were established with the principal investment objective of owning and investing on a long- term basis in a diversified portfolio of income-producing real estate properties in Indonesia that are primarily used for retail and/or retail-related purposes, and real estate related assets in connection with the foregoing purposes.

We seek to produce regular and stable cash flows and to achieve long-term growth in NAV per Unit through growth in rental yields and acquisitions. Our asset portfolio, as of the date of this Offering Memorandum, comprises 29 Properties in total comprising 22 retail malls and seven retail spaces, all of which are located in Indonesia. These properties are strategically located in large population catchment areas in Greater Jakarta, Bandung, Yogyakarta, Medan, Palembang, Bali and Sulawesi and mainly cater to the needs of the middle to upper middle income consumers in Indonesia. As of and for the year ended December 31, 2019, we had total assets of S$2,013.0 million and net property income of S$176.2 million. As of September 30, 2020, we had total assets of S$1,638.7 million. As of January 26, 2021 we had a market capitalization of S$487.0 million.

Recent Developments Impact of the Global COVID-19 Pandemic

Beginning in the first quarter of 2020, our operations have been, and continue to be, significantly impacted by the global COVID-19 pandemic which has caused disruptions in our operations and a significant decrease in our gross rental income. In response to the COVID-19 pandemic:

Š we closed our Properties at the end of March 2020, other than for certain essential services, to support the Indonesian government’s objective to curb the spread of the virus;

Š although our Properties reopened gradually from May 2020 and all 21 retail malls and seven retail spaces had resumed limited operations in July 2020, our Properties continue to operate on a reduced schedule of eight to ten hours per day as compared to our typical 12-hour operating period, and subject to certain capacity limits, which we do not expect to change in 2021;

Š we have agreed to reduce the rentals we receive from certain key tenants in order to support their business recovery in 2020 and are currently in negotiations with key tenants for extension of such reduced rentals in 2021;

Š overall, we have reduced rentals and service charges billings to tenants by a minimum of 33.0% to adjust to the reduced opening hours of the Properties and have offered rental reductions in excess of this amount to selected key tenants;

Š we have converted certain fixed rental agreements to revenue-based rentals, especially for F&B and hypermarket tenants, on a temporary basis;

Š we have experienced a reduction in occupancy rates;

1 Š we have faced early termination of leases by certain tenants;

Š we have recognized a decrease in the fair value of the Properties as of July 2020; and

Š in December 2020, as a result of the ongoing disruptions caused by the COVID-19 pandemic in Indonesia, the Manager pre-emptively sought and obtained time bound waivers in respect of certain financial covenants relating to our interest coverage ratios under certain term loan facilities, as described in “Description of Indebtedness”.

The disruption of our operations due to COVID-19 has resulted, and may continue to result, in materially adverse financial condition, business performance and results of operations, including future declines in the value of our assets. In the fourth quarter of 2020, we have continued to experience shorter mall operating hours. Rental and service charge billings to tenants have correspondingly been reduced by 33.0% to account for the shorter mall opening hours. We expect these reduced billings, together with the reduced rentals we have offered to certain key tenants and lower occupancy rates, will be reflected in lower revenue in the fourth quarter and full year 2020 results. We also expect such reductions in rentals and billings and lower occupancy rates to continue into at least the first half of 2021 due to COVID-19, which will continue to adversely affect our results of operations. Given that market uncertainties remain over the pandemic, including the duration of the COVID-19 pandemic and its impact on the economy as a whole, we will continue to evaluate the fair value of our Portfolio from time to time which may result in a further decrease in fair value of our Properties.

Acquisition of Puri Mall and Related Funding Exercise On March 12, 2019, we announced that we would acquire the retail components of Lippo Mall Puri which is part of the premium St. Moritz Jakarta Integrated Development, the largest mixed-use development in West Jakarta, Indonesia. In view of operational disruptions in Indonesia arising from the COVID-19 pandemic, and its effect on the valuation of assets in the country, on August 28, 2020 we entered into an amended agreement related to the acquisition of Lippo Mall Puri which revised the purchase consideration of Lippo Mall Puri down to Rp3,500.0 billion (S$330.6 million) resulting in a total acquisition cost of approximately S$384.1 million. In addition, we updated the agreement relating to the acquisition to include certain accommodations in the event of a closure due to applicable laws and regulations or by relevant authorities for a continuous period of six months.

We funded the Acquisition of Puri Mall through a combination of debt financing of S$120.0 million, comprising bank debt and a vendor financing (together, the “Acquisition Financing”) and S$260.2 million of gross proceeds from the Rights Issue. We commenced the Rights Issue on December 24, 2020 and announced the successful results of the Rights Issue on January 19, 2021. The Rights Issue closed on January 22, 2021 and raised gross proceeds of approximately S$281.0 million. We drew the Acquisition Financing of S$80.0 million on January 21, 2021 and S$40.0 million on January 27, 2021.

We completed the Acquisition of Puri Mall on January 27, 2021. See “Business — Acquisition of Puri Mall”.

Divestment of Binjai Supermall and Pejaten Village We completed the divestment of Pejaten Village on July 30, 2020 and the divestment of Binjai Supermall on August 3, 2020 for total combined consideration of Rp1,152.6 billion (S$113.2 million).

Competitive strengths

We believe our competitive strengths include:

2 0.96 million sq m across 12 key Indonesian cities, following the Acquisition of Puri Mall. Given our extensive coverage, we believe we are one of the only retail platforms that provides nationwide access for both domestic and international tenants looking to expand across Indonesia. This enhances our bargaining power when negotiating with existing and potential future tenants and allows us to reap economies of scale in the form of efficient portfolio and property management.

The LMIRT Manager works closely with the Property Manager to realize operational efficiencies and to enhance the performance of our Properties. The Property Manager, a wholly-owned subsidiary of the Sponsor, has over two decades of retail mall management experience since 1995, and is the largest mall developer and operator in Indonesia. In addition to managing our portfolio, it also manages retail assets owned by the Sponsor and third-parties, bringing its existing network to a total of 56 retail assets under management with a NLA of over 1.4 million sq m of mall area and exposure to 930 major units and 11,053 specialty units located across 37 Indonesian cities.

The successful track record of the Property Manager also enhances the position of our Properties in the Indonesian market, enabling us to attract foreign retailer interest, which has been increasing in the recent years. Exposure to international brand tenants represent 24.0% of the total retail malls’ occupied NLA managed by the Property Manager as of September 30, 2020 and we expect such proportion to increase. International brands such as H&M, The Body Shop and Innisfree, which are also current tenants of the Properties of LMIRT, have announced that they intend to expand their Indonesian footprint in the coming years. Uniqlo, which has two flagship stores in Lippo Mall Kemang and Sun Plaza, has approved the establishment of their first flagship store in Palembang Icon in 2021.

We also benefit from economies of scale by leveraging on the Property Manager’s mall management expertise and strong local market knowledge in areas including cost control mechanisms, retailer relationships and strategic leasing / repositioning. Furthermore, by engaging a single property manager, we are able to capitalize on our extensive network of retail assets across Indonesia to provide a unique bundled leasing strategy, where tenants can lease units in various retail malls and retail spaces that we own and market their businesses across our Properties.

Key beneficiary of Indonesia favorable demographic prospects over the medium- to long-term, including rising affluence and growing middle class Indonesia is the largest economy in South East Asia and has the world’s fourth largest population with 207.2 million people. In recent years, Indonesia has been South East Asia’s fastest growing economy by real GDP, fuelled mainly by private consumption which contributed 54% and 53% to total GDP by expenditure in 2019 and Q3 2020 respectively.

In view of the ongoing COVID-19 pandemic, the World Bank expects Indonesia’s economy to contract by 2.2% in 2020, which is in line with the government of Indonesia’s projected GDP contraction of 1.7 – 2.2% for the period. However, with the proposed nationwide vaccination roll-out and likely recovery in private consumption and investment, the World Bank anticipates that economic growth could rebound to 4.4% in 2021, and further strengthen to 4.8% in 2022. The government of Indonesia has introduced strong and decisive monetary and fiscal policies to help deal with the economic fallout associated with the pandemic, with the budget for the National Economic Recovery program recently raised to Rp553.09 trillion in 2021, so as to support the economic recovery in Indonesia.

In spite of the near-term economic weakness caused by the COVID-19 pandemic, Indonesia’s economic prospects remain attractive in the medium to long-term and are underpinned by favorable demographic indicators. 67.7% of Indonesia’s population of 271.1 million people in 2020 was made up of the working class, aged between 15 and 64 years old, and this group is expected to continue to increase by 10.0% to 201.8 million in 2030. Indonesia has also witnessed a significant growth of the middle-income population over the past several years in major urban centers. It is estimated that the middle-income group in Indonesia will increase by 76.0% from 91.0 million in 2017 to 160.0 million in 2030, representing approximately 54.0% of the total population in 2030. This particular group is a major target market for modern retail shopping centers and is expected to grow again once the Indonesian economy rebounds from the current pandemic-driven downturn, with the relatively youthful population expected to drive the recovery in private consumption. Such population dynamics presents

3 an attractive proposition for retailers who seek to capitalize on the growing share and influence of the millennials in the retail landscape.

Well-positioned in attractive population catchment areas with Properties strategically located at the heart of local and regional cities, districts and town centers The Properties are strategically located in the heart of key populous cities across Indonesia, such as Greater Jakarta, Bali, Bandung, Medan, Palembang, Yogyakarta and Sulawesi serving a combined population of 35.4 million people, representing 13.4% of the total Indonesian population of 264.9 million people based on regional data from Badan Pusat Statistik. Located in middle to upper middle-income demographic regions, each of our Properties operates in its unique environment and caters to the growing demand with a curated and targeted tenant mix. Furthermore, our Properties are well- connected, with access to main arterial roads and public transport infrastructure, including trains and metro lines.

Some of our strategically located retail malls include:

Š Pluit Village — Situated in North Jakarta and easily accessible via Jakarta Highway Ring Road and Transjakarta Public Transportation, the Property is located within the primary catchment area of middle to upper income households residing in the Pluit residential area. The Property recorded 11.0 million shoppers in 2019 and achieved an occupancy rate of 83.7% as of September 30, 2020. The Property introduced more F&B options to the mall by creating a new dining hall concept called “The Elevation” by reconfiguring an anchor tenant unit on the ground floor.

Š Cibubur Junction — Located in the heart of Cibubur, one of the most affluent residential areas, and one of the few malls within its vicinity that offers shoppers a one-stop shopping experience. The Property is easily accessible via a shuttle bus connecting to the Jakarta CBD, and through the Jakarta-Bogor-Ciawi toll road. The Property recorded 6.0 million shoppers in 2019 and achieved an occupancy rate of 94.7% as of September 30, 2020. The Property underwent a shift in tenant mix in 2018, with the downsizing of Hypermart and replacement with a new food court named “The Flavor Garden” and a new tenant, Kidzoona, along with other specialty restaurants in an effort to improve the overall tenancy mix.

Š Sun Plaza — One of the most well-known retail malls in Medan, ranked No. 1 by TripAdvisor as of June 2020 and strategically located in Medan’s commercial district. According to Badan Pusat Statistik Kota Medan, Medan has a population of 2.2 million people and is the fourth most populous city in Indonesia. The Property is easily accessible from all parts of the city and is surrounded by prominent landmarks such as the governor’s office, foreign embassies and major banks. The Property recorded 15.0 million shoppers in 2019 and achieved an occupancy rate of 93.9% as of September 30, 2020. International brands like Uniqlo, Make Up Forever, The Northface, Melissa and Innisfree have set up stores in the Property. The Property is undergoing upgrading works and is currently in the last phase of refurbishment. The completed works includes revamping of the external façade, floor works, new toilet amenities and an additional atrium space for hosting more lifestyle and seasonal events.

Š Plaza Medan Fair — Strategically located in the shopping and business district of Medan, serving a population of 2.2 million people from the neighboring affluent residential complexes. The Property is easily accessible by public transport. It is also strategically located near the bus terminal for the express bus from Kuala Namu International Airport (KNO), thereby attracting both domestic and international tourists. The Property recorded 16.8 million shoppers in 2019 and achieved an occupancy rate of 95.4% as of September 30, 2020. It is one of the largest retail malls in Medan, with a host of well-known international and domestic retailers and industry brand names such as Transmart Carrefour, Matahari Department Store, Cinepolis, A&W Restaurant, the Original Levi’s Store, Watsons and Bata. Because of its wide variety of tenants, it is not only the first stop for tourists who arrive via the express bus but also a venue to meet the needs of the local community.

4 Adaptable to the changing demands of consumers by re-positioning our portfolio as lifestyle hubs to grow a sustainable customer base We employ a robust and proactive brand management system to ensure that the product and tenant mix in our Properties continually appeal to our customers. Against the backdrop of growing competition posted by e-commerce and online shopping, our key focus is to re-position our Properties as lifestyle hubs and to capitalize on the physical experience of our shoppers. Our portfolio tenant composition is targeted to shift towards having a higher proportion of F&B / specialty tenants.

While the social restriction measures imposed to contain the COVID-19 pandemic have spurred the adoption of e-commerce by both retailers and consumers in Indonesia, a recent consumer survey conducted by an internationally recognized consultant in 2020 revealed that majority of retail purchases were still made offline, with online purchases making up less than 10% of total retail sales. This indicates that consumers in Indonesia still opt to make the less frequent, yet higher value purchases in-store, the experience of physical store shopping, as opposed to online. Indonesian consumers who participated mentioned reasons such as proximity of the store as well as availability of the items as the reasons to still visit a physical store, which plays to our other competitive strength “Well-positioned in good population catchment areas with Properties strategically located at the heart of local and regional cities, districts and town centers”.

Furthermore, according to an internationally recognized property management company, other consumer surveys also reveal that Indonesian consumers are now more into spending on experiences rather than commodity purchases. Therefore, beyond just being an “everyday” shopping destination for shoppers to meet their daily lifestyle needs, the Properties have adapted by hosting more F&B outlets, introducing more alfresco dining options, building amenities that create a sense of community such as children’s play room, prayer rooms, game centers, book stores and gyms and continuously providing supplemental offerings with new brand offerings to build recurring customer base and enhance the shopping experience. See “Strategy” for more details on portfolio reconstitution plans, including asset enhancements.

In both Cibubur Junction and Pluit Village, for example, we have curated thematic dining options “The Flavor Garden” and “The Elevation” respectively to refresh shopper’s experiences. Other initiatives also include the launch of Styles, a loyalty program for shoppers to earn points and rewards in any of our retail malls, introducing sky dining concepts such as Déjà vu at Plaza Semanggi and Seven Sky at Lippo Plaza Jogja and holding promotional events and activities in the malls such as Fashion Week at Palembang Icon, which will position the malls as a lifestyle hub for shoppers.

The strength of our portfolio is underlined by a strong occupancy of approximately 85.5% as of September 30, 2020, compared to an industry average of 77.8%. 81,145 sq m of new leases was secured for financial year 2019 and a rental reversion of 4.4% in financial year 2019. From financial year 2016 to financial year 2019, annual shopper traffic for the portfolio has grown from approximately 141 million to nearly 168 million, representing a compounded average growth rate of approximately 6.0%, demonstrating our success in staying ahead of ever-changing consumer preferences and trends by maintaining a carefully curated tenant-mix profile.

Resilient portfolio with diversified tenant network and attractively structured leases The Properties benefit from the quality and balanced mix of their tenants across various trade sectors, that includes well-known retailers such as Zara, Uniqlo, The Northface, H&M, Muji, Miniso, Adidas, BreadTalk, Fitness First and Starbucks and lifestyle tenants such as Timezone and Cinepolis among others. Such specialty tenants help to enhance the appeal of our Properties as one-stop lifestyle destinations for both discretionary and non-discretionary consumer spending which has helped to drive shopper traffic.

5 financial year 2019 to 65.4% for the nine months ended September 30, 2020. Additionally, no single trade sector accounts for more than 23% and 20% of NLA and gross rental income, respectively, as of and for the nine months ended September 30, 2020.

We generally agree to attractively structured, long-dated lease terms with our tenants, including the following terms:

Š a security deposit of three months’ rent and three months’ service charge that help boost our working capital and provide more financial flexibility and minimize the risk of tenant default;

Š non-terminable by the tenant upon signing, which provides visibility and security on rental revenues;

Š consisting of base rates with a fixed annual escalation of approximately 5% which provides us with a steady growth trajectory;

Š typically structured on a recoverable basis, where tenants pay service charges to be offset against operating expenses, with any increases in property expenses having minimal impact on our bottom line and increasing the resilience of our operating margins.

Experienced board and management team with a strong corporate governance framework The LMIRT Manager’s Board of Directors, which has a majority of independent directors, comprises respected, successful and experienced individuals with average experience of more than 30 years across areas such as accounting, management, real estate and risk management. The senior management of the LMIRT Manager is also highly experienced with an average experience of more than 20 years in the industry.

With the expertise and competency of the LMIRT Manager’s board and management team, as well as close partnership with the Property Manager to implement the various business strategies, the portfolio has grown consistently from 14 Properties with total valuation of Rp6.0 trillion since IPO to 28 Properties with total valuation of Rp15,716.1 billion as of July 31, 2020. As of September 30, 2020, the portfolio has also achieved a strong operating performance with a healthy weighted average lease expiry (by NLA) of 3.4 years, with over 35.5% of our leases expiring in and beyond 2024. The management team has also demonstrated a track record of value enhancing initiatives via a combination of reconfiguration of mall layout and tenant mix to drive positive rental reversions in the portfolio.

Being a REIT listed since 2007 on the SGX-ST (recognized as the largest and most mature REIT market in Asia, excluding Japan), we are also subject to a well-developed regulatory regime under the Property Funds Appendix which has in place key attributes that serve to protect unitholders interests, such as regulated guideline on maximum gearing, requirement of annual valuation of assets, limits on property development and transparency and corporate governance requirements.

A comprehensive assessment process by both the LMIRT Manager’s management and the board is in place when it comes to asset acquisitions, with additional and stricter requirements applicable to the Sponsor’s assets. An internal evaluation process which involves a holistic evaluation of location, tenant mix, brands, rent reversion and long term growth potential, together with financial, legal and technical due diligence will be first conducted. Independent valuer(s) will be appointed for the valuation of the target asset, followed by the required board approvals. For potential acquisition of Sponsor assets, there are additional regulatory requirements of having two independent valuations (of which one will be appointed by the LMIRT Trustee), an independent financial adviser to advise the independent directors and approvals from minority unitholders.

6 Strategies We believe that the following strategies will help us achieve consistent and sustainable growth and expand our revenue base:

Strengthening our asset positioning as lifestyle hubs via a three-pronged portfolio reconstitution approach i) Active property portfolio management to drive organic growth We strive to grow the business organically by capitalizing on improved macroeconomic fundamentals and increasing consumer demand of the growing and affluent urban middle income class in Indonesia. Through active portfolio management and comprehensive strategies for tenant repositioning, we believe we are leading the change in the retail landscape in Indonesia.

We have curated the retail experience by continuously engaging with our retailers and shoppers, reorganizing the layout of our malls, and reconfiguring our tenant mix. For example, we have reallocated space from large stores like Hypermart to specialty tenants such as Kidzoona in Cibubur Junction and Mr DIY in Lippo Plaza Kendari, brought in more food and beverage tenants with new dining concepts and rolled out 22 cinemas at 28 properties to attract higher footfall and shopper traffic. In 2019, we developed a plan to increase our portfolio mix to cater to more F&B / specialty tenants, with the aim of increasing our exposure to 60% going forward from 47.0%. As of September 30, 2020, in line with this plan, we have successfully increased our F&B / specialty tenants to 59.%. We also work closely with our Property Manager to introduce new-to-market retailers and brands to meet growing demand for novel and experiential retail concepts. We actively engage our customers using social media platforms such as Facebook and Instagram. We are also encouraging our tenants and customers to use Ovo, one of Indonesia’s leading digital payment platforms.

Building on our strong relationship with our tenants, we have introduced new initiatives including a change of lease structure to variable basis to allow us to manage occupancy costs and benefit from upside sharing. Across our extensive mall portfolio, we have also introduced a middle to long-term bundled leasing strategy, where we are actively encouraging popular tenants currently present in a few of our malls to open more outlets across their brand universes across our geographically extensive mall portfolio.

In early 2019 we launched our Styles loyalty program which is designed to both retain existing customers and attract new customers through offering incentives to repeat shoppers and promotional activities. The program provides us with insight into customers’ purchase behavior which allows us to better present our Properties to tenants. ii) Value-enhancing asset enhancement initiatives To seek new growth and stronger returns through innovative asset enhancement initiatives, we look to unlock additional value from existing assets by optimizing space productivity and boosting revenues.

In addition, we have commenced asset enhancement initiatives for Sun Plaza and plan to refurbish Gajah Mada Plaza.

The Sun Plaza renovation, which is expected to complete in 2021, includes creating an additional atrium space to enable the mall to host a greater number and wider variety of lifestyle and seasonal events, wall lamination to create a refreshed parapet wall, the creation of a new façade with LED lights and the laying new floor tiles. Refurbishment works at Gajah Mada Plaza are expected to commence in 2021. Upgrading works for The Plaza Semanggi are currently being planned and are expected to commence in late 2021.

Our strategy to engage in active asset enhancement stems from extensive past experience; importantly, we are careful in ensuring that such initiatives will not disrupt the everyday operation of our existing tenant base. With this in mind, we converted anchor space within Cibubur Junction when its lease expired into a new food court while the former food court was converted into specialty restaurants. This has resulted in an overall improvement in the F&B mix and a better Average Rental Rate for the converted areas of Cibubur Junction.

7 We plan to continue investing in asset enhancement works in order to maintain relevance of our Properties and to provide improved shopping experiences to customers. In order to accomplish this, the LMIRT Manager works closely with the Property Manager to actively refresh and reconfigure the layout of our retail malls and retail spaces and tenant mix in order to maximize the retail offering and drive footfall at each retail mall and retail space. Capital expenditure to conduct regular minor AEI works are funded by internal cash flows and is typically at up to 1.0% of the value of properties. iii) Selective acquisitions and divestments In line with our overall aim to acquire income-producing assets for long-term growth, we undertake active portfolio and asset management strategies, which involve ongoing review of potential strategic acquisitions and selective asset divestments opportunities to constantly rejuvenate the portfolio and augment organic growth. We believe that there exists a healthy pipeline of potential acquisitions with upside potential from both rights of first refusal from the Sponsor and opportunities presented by third parties. The fragmented and diverse nature of the retail property market in Indonesia provides us with further acquisition growth opportunities. In addition, we continue to receive robust inbound purchase enquiries for our assets; these are carefully reviewed in detail on a case-by-case basis when tabled in line with our capital recycling policy.

On March 12, 2019, we announced that we, through our subsidiary PT Puri Bintang Terang, had entered into a conditional sale and purchase agreement with an indirect wholly-owned subsidiary of the Sponsor for the acquisition of the strata title units of Lippo Mall Puri (the “Acquisition of Puri Mall”), a shopping mall located at Kembangan District of West Jakarta, for a purchase consideration of Rp3,700.0 billion.

Lippo Mall Puri is the flagship mall of the Sponsor and is part of St. Moritz, a premium integrated development which is the largest mixed-use development in West Jakarta with a total construction floor area of approximately 850,000 sq m. Lippo Mall Puri boasts of a broad and diversified selection of 325 tenants, comprising of established international and local brands, with key tenants such as Matahari Department Store, SOGO, Food Hall, Zara, Cinema XXI, Timezone, Uniqlo and H&M.

We believe that the Acquisition of Puri Mall represents an opportunity for us to acquire a best-in-class retail mall in West Jakarta that is strategically located within a catchment area of over 670,000 people that largely comprises of middle upper-class residential housing, a commercial precinct which facilitates close to 400 businesses. On a pro forma basis as of September 30, 2020, the Acquisition of Puri Mall is expected to be NPI yield accretive, and will also increase our portfolio size by 22.27% to Rp19,216.1 billion and increase the NLA by 14.63% to 962,769 sq m as of September 30, 2020.

In view of operational disruptions in Indonesia arising from the COVID-19 pandemic, and its effect on the valuation of assets in the country, on August 28, 2020 we entered into an amended agreement related to the Acquisition of Puri Mall which revised the purchase consideration of Lippo Mall Puri down to Rp3,500.0 billion (S$330.6 million) resulting in a total acquisition cost of approximately S$384.1 million. In addition, we updated the agreement relating to the acquisition to include certain accommodations in the event of a closure due to applicable laws and regulations or by relevant authorities for a continuous period of six months. We completed the sale and purchase of Lippo Puri Mall on January 27, 2021 and are in the process of recording the strata title certificates under the name of PT Puri Bintang Terang with the relevant land agency.

On July 30, 2020 we completed the divestment of Pejaten Village for total consideration of Rp890.6 billion (S$87.5 million). On August 3, 2020 we completed the divestment of Binjai Supermall for total consideration of Rp262.0 billion (S$25.7 million).

Adopting prudent and proactive financial management policies We adopt prudent financial management across all aspects of the business to optimize Unitholder’s returns, provide stable returns to Unitholders, minimize refinancing risks, maintain flexibility for working capital requirements and retain flexibility in the funding of future acquisitions. We ensure that we have ample liquidity for working capital and capex purposes. As of September 30, 2020, we have an unrestricted cash balance of S$120.3 million and last 12 months NPI / Interest Expense coverage of

8 2.6x. We expect to maintain comfortable leverage going forward, with target gearing maintained within the MAS limits, and to achieve greater financing flexibility via 100% unencumbered assets. As of September 30, 2020, excluding revolving credit facilities, we do not have any outstanding debt maturities within financial year 2020. We also adopt prudent hedging practices via entering into derivatives or other similar instruments to minimize interest rate, currency, credit and market risks for all kinds of transaction; this has led to 95.1% of our debt (excluding the perpetuals) hedged with fixed interest rates as of September 30, 2020 and a target of up to 80% of net cash flows from our Indonesian onshore companies into Singapore to manage the foreign exchange risk.

To minimize the risk of tenant default on rental payment, we have put in place standard operating procedures for debt collection and recovery of debts. These include the collection of an advanced down payment equal to 20% of the total lease contract rental and three months of service charge upon signing the letter of intent of the lease, the collection of security deposits of three months of rental in the form of cash or bankers guarantee and having a monitoring system and a set of procedures on debt collection. We constantly assess for impairment losses and apply a prudent approach towards allowance for doubtful debts.

9 SUMMARY OF THE OFFERING

The following is a general summary of the terms of the Notes and does not purport to be complete. This summary is derived from, is qualified in its entirety by reference to, and should be read in conjunction with the full text of the terms and conditions of the Notes and the Indenture relating to the Notes. The Description of the Notes and the Indenture prevail to the extent of any inconsistency with the terms set out in this section.

Issuer LMIRT Capital Pte. Ltd.

Guarantor Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust).

Issue US$ ,000,000 aggregate principal amount % Guaranteed Senior Notes due 20 (“the Notes”).

Issue Price % of the principal amount of the Notes.

Issue Date , 2021.

Maturity Date .

Rate of Interest % per annum.

Interest Payment Dates Interest will be payable semi-annually in arrears on and of each year, commencing , 2021.

Form and Denomination of Notes The Notes will be issued only in fully registered form, without coupons, in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof and will be initially represented by a Global Certificate registered in the name of a common depositary for Euroclear and Clearstream.

Book-Entry Only The Notes will be issued in book-entry form through the facilities of Euroclear and Clearstream. For a description of certain factors relating to clearance and settlement, see “Description of the Notes — Book-Entry; Delivery and Form.”

Delivery of the Notes The Issuer expects to make delivery of the Notes, against payment in same-day funds, on or about , 2021, which the Issuer expects will be the fifth business day following the date of this offering memorandum, referred to as “T+5.” You should note that initial trading of the Notes may be affected by the T+5 settlement. See “Plan of Distribution.”

Guarantee The Guarantor will unconditionally and irrevocably guarantee (the “Guarantee”) the due and punctual payment of all amounts at any time becoming due and payable in respect of the Notes.

Ranking The Notes will be unsecured and will be the direct, unconditional and unsubordinated obligations of the Issuer. The Guarantee will be the direct, unconditional, unsubordinated and unsecured obligation of the Guarantor. The Notes will rank at least pari passu with all existing and future unsecured obligations of the Issuer. The Guarantee will rank at least pari passu with all existing and future unsubordinated and unsecured obligations of the Guarantor.

10 Taxation; Additional Amounts All payments of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Singapore (or certain other jurisdictions) or any authority therein or thereof having power to tax or, unless such withholding or deduction is required by law. In that event, we shall pay such additional amounts as will result in the receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required, except in circumstances specified in “Description of the Notes — Additional Amounts”.

Redemption for Taxation Reasons Subject to certain exceptions and as more fully described herein, the Issuer may redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption, if, as a result of certain changes in tax law, the Issuer or the Guarantor (as the case may be) would be required to pay certain additional amounts.

Redemption at the Option of the The Notes may be redeemed, in whole or in part, at the option Issuer of the Issuer at any time on or after , 20 at the redemption prices set forth in “Description of the Notes — Optional Redemption” together with accrued interest to the redemption date. At any time prior to , 20 , the Issuer may at its option redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium (as defined herein) and accrued and unpaid interest, if any, to the redemption date. At any time prior to , 20 , the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with proceeds from certain equity offerings at a redemption price of % of the principal amount of the Notes, plus accrued and unpaid interest, if any, and Additional Amounts thereon, if any, to (but not including) the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the Issue Date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related equity offering.

Redemption upon a Change of Unless the Notes are previously redeemed, repurchased and Control Triggering Event canceled, the Issuer will, no later than 30 days following a Change of Control Triggering Event (as defined in “Description of the Notes”) make an Offer to Purchase (as defined in “Description of the Notes”) all outstanding Notes at a purchase price equal to 101% of their principal amount together with accrued and unpaid interest, if any, to the Offer to Purchase Payment Date (as defined in “Description of the Notes”).

Certain Covenants The Issuer and the Guarantor have agreed in the Indenture constituting the Notes to observe certain covenants, including, among other things, incurrence of additional debt; grant of security interest; payment of dividends; mergers, acquisitions and disposals; and certain other covenants. These covenants are subject to a number of important qualifications and

11 exceptions described in “Description of the Notes — Certain Covenants”.

Events of Default Certain events will permit acceleration of the principal of the Notes (together with all interest and additional amounts accrued and unpaid thereon). These events include default with respect to the payment of principal of, premium, if any, or interest on, the Notes. See “Description of the Notes — Events of Default”.

Use of Proceeds The gross proceeds of the Notes will be used (i) to refinance our S$175.0 million term loan facilities due in August 2021 (together with cash on hand); (ii) for working capital purposes; and (iii) to pay transaction fees and expenses in relation to the Offering.

Selling Restrictions There are restrictions on the offer, sale and transfer of the Notes in, among others, the United States, the United Kingdom, the EEA, Hong Kong, Singapore, Switzerland and Indonesia. For a description of the selling restrictions on offers, sales and deliveries of the Notes, see “Plan of Distribution — Selling Restrictions”.

Listing and Trading Approval-in-principal has been obtained for the listing and quotation of the Notes on the SGX-ST. The Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 for so long as the Notes are listed on the SGX-ST.

Identification Numbers ISIN: ;

Common Code: .

Trustee Citicorp International Limited.

Principal Paying Agent and Citibank, N.A., London Branch. Transfer Agent

Registrar Citibank, N.A., London Branch.

Governing Law The Notes, the Indenture and any non-contractual obligations arising out of or in connection therewith will be governed by, and construed in accordance with, the laws of the State of New York.

Ratings The Notes are expected to be rated “B1” by Moody’s and “BB-” by Fitch. The credit ratings accorded the Notes are not a recommendation to purchase, hold or sell the Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There can be no assurance that the ratings will remain in effect for any given period or that the ratings will not be revised by the rating agencies in the future if, in their judgment, circumstances so warrant. See “Risk Factors — Risks Relating to the Notes and the Guarantee — The ratings assigned to the Notes may be lowered or withdrawn”.

Risk Factors Investment in the Notes involves risks which are described in the “Risk Factors” section of this Offering Memorandum.

12 SUMMARY CONSOLIDATED FINANCIAL INFORMATION

You should read the summary financial information presented below in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Offering Memorandum.

We have derived the summary consolidated statements of total return and cash flows and other financial data for the years ended December 31, 2017, 2018 and 2019 and the summary consolidated statements of financial position as of December 31, 2017, 2018 and 2019 in the tables below from our audited consolidated financial statements as of and for the years ended December 31, 2017, 2018 and 2019. We have derived the summary consolidated statements of total return and cash flows and other financial date for the nine month periods ended September 30, 2019 and September 30, 2020 and the summary consolidated statement of financial position as of September 30, 2020 from our unaudited interim consolidated financial statements for the nine month periods ended September 30, 2019 and September 30, 2020.

The audited consolidated financial statements for the years ended December 31, 2017, 2018 and 2019 have been prepared in accordance with the recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Singapore Chartered Accountants. RSM Chio Lim LLP has audited and rendered an unqualified audit report on the consolidated financial statement for the year ended December 31, 2017, 2018 and 2019 which are included in this Offering Memorandum. See “Index to Financial Statements”.

The unaudited interim consolidated financial information for the nine month periods ended September 30, 2019 and September 30, 2020 were reviewed by RSM Chio Lim LLP and prepared in accordance with Financial Reporting Standard 34 Interim Financial Reporting.

The historical results presented below are not necessarily indicative of the results that may be expected for any future period. Further our results for any interim period may not be indicative of our results for the full year or for any period.

13 Statements of Total Return

Nine months ended Year ended December 31 September 30 2017 2018 2019 2019 2019 2020 2020 S$ US$ S$ US$ Thousands Thousands Thousands Thousands Gross Revenue ...... 197,376 230,299 273,001 201,135 203,428 121,183 88,506 Property Operating Expenses ...... (13,125) (65,332) (96,796) (71,315) (74,819) (55,453) (40,500) Net Property Income ...... 184,251 164,967 176,205 129,820 128,609 65,730 48,006 Interest Income ...... 1,148 150 983 724 1,141 1,677 1,225 Other Credits/(Losses) ...... 312 159 911 671 201 (1,624) (1,186) Manager’s Management Fees ...... (12,518) (11,595) (12,217) (9,001) (8,984) (6,092) (4,449) Trustee’s Fees ...... (423) (461) (428) (315) (350) (333) (243) Finance Costs ...... (31,589) (34,653) (41,377) (30,485) (29,928) (35,184) (25,697) Other Expenses ...... (3,538) (1,803) (6,498) (4,787) (2,152) (1,442) (1,053) Net Income Before the Undernoted .... 137,643 116,764 117,579 86,627 88,537 22,732 16,603 Decrease in Fair Values of Investment Properties ...... (30,399) (1,495) (65,329) (48,132) - (178,003) (130,005) Decrease in Fair Values of Investment Properties Held for Divestment ...... - - - - - (18,508) (13,517) Realized Gains/(Losses) on Derivative Financial Instruments ...... 1,452 (2,956) (1,242) (915) (1,242) 673 492 (Decrease)/Increase in Fair Values of Derivative Financial Instruments ...... (568) (135) (11,067) (8,154) 2,884 3,326 2,429 Realized Foreign Exchange Adjustment Losses ...... (5,521) (12,253) (3,119) (2,298) (2,268) (4,292) (3,135) Unrealized Foreign Exchange Adjustment (Losses)/Gains ...... (1,509) 2,288 5,965 4,395 (245) (6,052) (4,420) Amortization of Intangible Assets ...... (12,996) (2,613) (3,335) (2,457) (1,724) (1,666) (1,217) Total Return/(Loss) for the Year Before Income Tax ...... 88,102 99,600 39,452 29,006 85,942 (181,790) (132,770) Income Tax Expense ...... (25,392) (38,668) (25,952) (19,120) (27,829) (17,544) (12,813) Total Return/(Loss) for the Year After Income Tax ...... 62,710 60,932 13,500 9,946 58,113 (199,334) (145,583) Other Comprehensive (Loss)/Return ... Exchange Differences on Translating Foreign Operations ...... (140,788) (73,260) 52,796 38,898 74,403 (76,966) (56,212) Total Comprehensive (Loss)/Return ... (78,078) (12,328) 66,296 48,844 132,516 (276,300) (201,795) Basic and Diluted Earnings per Unit (cents) ...... 1.73 1.52 (0.15) (0.11) 1.56 (7.21) (5.27)

14 Statements of Distribution

Nine months ended Year ended December 31 September 30 2017 2018 2019 2019 2019 2020 2020 S$ US$ S$ US$ Thousands Thousands Thousands Thousands Total Return/(Loss) for the Year After Income Tax ...... 62,710 60,932 13,500 9,946 58,113 (199,334) (145,583) Less: Net Adjustments ...... 34,250 (2,517) 54,750 40,337 (6,557) 208,032 151,935 Total Distribution to Unitholders ...... 96,960 58,415 68,250 50,283 51,556 8,698 6,352 Distributions Made to Unitholders Distribution of 0.89 cents in 2017, 0.67 cents in 2018, 0.55 cents in 2019 per unit, 0.12 cents in 2020 for the period from January 1 to March 31 ...... 25,120 19,018 16,079 11,846 16,079 3,512 2,565 Distribution of 0.90 cents in 2017, 0.59 cents in 2018, 0.60 cents in 2019, 0.11 cents in 2020 per unit for the period from April 1 to June 30 ...... 25,403 16,816 17,481 12,879 17,481 3,137 2,291 Distribution of 0.86 cents in 2017, 0.49 cents in 2018, 0.75 cents in 2019, 0.07 cents in 2020 per unit for the period from July 1 to September 30 ...... 24,151 13,896 16,196 11,933 16,196 2,049 1,496 Total Interim Distribution Paid in the Year Ended December 31 ...... 74,674 49,730 49,756 36,658 49,756 8,698 6,352 Total Return Available for Distribution to Unitholders for the Quarter Ended December 31 Paid After Year End ...... 22,286 8,685 15,094 11,121 - - - 96,960 58,415 64,850 47,779 49,756 8,698 6,352 Unitholders’ Distribution — As Distribution from Operations ...... 63,637 29,525 43,112 31,763 31,787 - - — As Distribution of Unitholders’ Capital Contribution ...... 33,323 28,890 21,738 16,016 17,969 8,698 6,352 Total ...... 96,960 58,415 64,850 47,779 49,756 8,698 6,352 Distribution Per Unit (cents) ...... 3.44 2.05 2.23 2.00 1.71 0.30 0.22

15 Statements of Financial Position

As of December 31 As of September 30 2017 2018 2019 2019 2020 S$ US$ S$ US$ Thousands Thousands Thousands Thousands ASSETS Non-Current Assets Plant and Equipment ...... 9,931 10,595 10,255 7,555 7,626 5,570 Investment Properties ...... 1,908,141 1,831,646 1,696,813 1,250,139 1,446,749 1,056,638 Derivative Financial Instruments ...... 394 - - - - - Intangible Assets ...... 11,906 8,790 5,694 4,195 3,802 2,777 Total Non-Current Assets ...... 1,930,372 1,851,031 1,712,762 1,261,889 1,458,177 1,064,985

Current Assets Trade and Other Receivables ...... 38,989 40,486 50,465 37,180 44,484 32,489 Other Assets ...... 29,613 21,964 15,967 11,764 12,965 9,469 Investment Properties Held for Divestment ...... - - 124,086 91,421 - - Cash and Cash Equivalents ...... 64,900 52,676 109,726 80,841 123,059 89,877 Total Current Assets ...... 133,502 115,126 300,244 221,206 180,508 131,835 Total Assets 2,063,874 1,966,157 2,013,006 1,483,095 1,638,685 1,196,820 UNITHOLDERS’ FUNDS, PERPETUAL SECURITIES AND LIABILITIES Unitholders’ Funds Issued Equity ...... 1,401,380 1,414,763 1,421,321 1,047,168 1,428,369 1,043,214 Retained Earnings ...... 119,675 90,831 28,210 20,785 (204,012) (149,001) Currency Translation (Adverse) ...... (612,769) (686,030) (633,233) (466,540) (710,203) (518,699) Total Unitholders’ Funds ...... 908,286 819,564 816,298 601,413 514,154 375,514 Perpetual Securities Perpetual Securities ...... 259,647 259,647 259,647 191,297 256,998 187,699

Total Perpetual Securities ...... 259,647 259,647 259,647 191,297 256,998 187,699

Non-Current Liabilities Unsecured Borrowings ...... 419,810 553,983 634,610 467,553 467,883 341,720 Deferred Tax Liabilities ...... 23,364 23,241 11,475 8,454 9,744 7,117 Deferred Income ...... 94,688 89,499 103,910 76,556 73,895 53,969 Other Financial Liabilities, Non-Current . . . 1,280 1,233 1,156 852 1,045 763 Derivative Financial Instruments, Non- Current ...... 1,954 1,885 13,671 10,072 10,038 7,331 Total Non-Current Liabilities ...... 541,096 669,841 764,822 563,487 562,605 410,900 Current Liabilities Unsecured Borrowings ...... 179,251 120,000 74,815 55,120 218,432 159,533 Secured Borrowing ...... 89,209 - - - - - Income Tax Payable ...... 5,715 3,881 2,128 1,568 3,846 2,809 Security Deposits ...... 34,415 42,279 47,706 35,148 41,784 30,517 Trade and Other Payables ...... 45,337 50,192 47,547 35,030 40,515 29,592 Other Financial Liabilities, Current ...... 9 34 43 32 43 31 Derivative Financial Instruments, Current ...... 909 719 - - 308 225 Total Current Liabilities ...... 354,845 217,105 172,239 126,898 304,928 222,707 Total Liabilities ...... 895,941 886,946 937,061 690,385 867,533 633,607 Total Unitholders’ Funds, Perpetual Securities and Liabilities ...... 2,063,874 1,966,157 2,013,006 1,483,095 1,638,685 1,196,820 Net Asset Value per Unit (cents) ...... 32.16 28.66 28.20 21.0 17.57 13.0

16 Financial Metrics, Portfolio Details and Metrics

As of and for the nine months ended As of and for the year ended December 31 September 30 2017 2018 2019 2019 2020 S$ US$ S$ US$ Thousands Thousands Thousands Thousands Financial metrics Net Property Income (“NPI”) ($ thousands) . . 184,251 164,967 176,205 129,820 65,730 48,006 Interest expense ($ thousands) ...... 27,041 30,954 37,485 27,617 32,641 23,839 Aggregate leverage (%)(1) ...... 33.7% 34.6% 35.9% 35.9% 42.5%(6) 42.5%(6) NPI / Interest expense (x)(2) ...... 6.8 5.3 4.7 4.7 2.6 2.6

Operating metrics Portfolio details(3) Number of malls ...... 23 23 23 - 21 - Number of retail spaces ...... 7 7 7 - 7 - Total GFA (sq m) ...... 1,650,014 1,650,014 1,783,304 - 1,647,402 - Total NLA (sq m) ...... 910,582 910,749 913,958 - 839,907 - Number of tenants ...... 3,363 3,697 3,767 - 3,066 - Portfolio metrics(3) Total Indebtedness ...... 695,000 680,000 721,725 527,114 696,235 508,498 LTV (Net debt /Investment properties) ...... 33.0% 34.2% 36.1% - 39.6% - % of unencumbered assets(4) ...... 77.6% 100.0% 100.0% - 100.0% - Portfolio valuation (IDR billion) ...... 19,475 19,514 18,852 - 15,716 - Portfolio valuation per NLA (IDR million/ sq m) / (USD hundreds/ sq m) ...... 21.4 21.4 20.6 20.6 18.7 18.7 Portfolio occupancy (%)(5) ...... 93.7% 92.9% 91.5% 91.5% 85.5% 85.5% Rental reversion (%) ...... 5.6% 3.6% 4.4% 4.4% 4.4% 4.4% Shopper traffic (millions) ...... 148.2 169.8 168.3 168.3 56.5 56.5 WALE (years) ...... 4.1 4.2 4.0 4.0 3.4 3.4

(1) Calculated as total debt divided by total assets. (2) Calculated as NPI divided by interest expense (excluding amortization of fees and other charges) on a twelve months rolling basis. (3) Including Pejaten Village and Binjai Super Mall in 2017, 2018 and 2019 which were subsequently divested on July 30, 2020 and August 3, 2020, respectively but excluding Puri Mall. (4) Proportion of investment properties that are not pledged as security. (5) Weighted average. (6) The aggregate leverage after the Acquisition of Puri Mall will be reduced to 40.2%.

17 RISK FACTORS

An investment in the Notes is subject to significant risks. You should carefully consider all of the information in this Offering Memorandum and, in particular, the risks described below before deciding to invest in the Notes. The following describes some of the significant risks that could affect us and the value of the Notes as well as the Issuer’s ability to pay interest on, and repay the principal of, the Notes. Additionally, some risks may be unknown to us and other risks, currently believed to be immaterial, could turn out to be material. All of these could materially and adversely affect our business, financial condition, results of operations and prospects. The market price of the Notes could decline due to any of these risks and you may lose all or part of your investment. This Offering Memorandum also contains forward-looking statements that involve risks and uncertainties including those described under “Forward-Looking Statements” elsewhere in this Offering Memorandum. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Offering Memorandum.

RISKS RELATING TO OUR OPERATIONS Outbreaks of the global COVID-19 pandemic, infectious diseases and other serious public health concerns in Asia, Europe, America and elsewhere have and may continue to adversely impact our business, financial condition and results of operations Outbreaks of infectious diseases and other serious public health concerns, including epidemics and pandemics, in Asia, Europe, America and elsewhere may be beyond our control and may adversely affect the Indonesian economy. Such outbreaks include but are not limited to the COVID-19 pandemic, the Ebola virus, severe acute respiratory syndrome (“SARS”), Influenza A (H1N1), Middle East respiratory syndrome (“MERS”), the Zika virus and avian influenza.

There can be no assurance that any precautionary measures taken against infectious diseases would be effective. Outbreaks of infectious diseases or other serious public health concerns such as COVID-19, SARS, Influenza A (H1N1), MERS, the Zika virus and avian influenza in Asia, Europe, America and elsewhere, together with any resulting disruption to business operations or the imposition of restrictions on travel and/or quarantines, would have a negative impact on the overall market sentiment, economy and business activities in Asia, Europe and America and elsewhere, thereby adversely affecting our business, financial condition and results of operations.

In particular, the COVID-19 pandemic has resulted in a public health crisis globally, leading to quarantines, travel restrictions, enhanced health screenings at ports of entry and elsewhere, event cancellations and suspensions, city lockdowns and closed international borders.

As a result of the unprecedented measures taken by governments globally, including the imposition of severe movement and travel restrictions, lockdowns, border controls and safe distancing, there have been severe disruptions to businesses in many sectors, including retail, hospitality, travel, manufacturing, logistics, construction, aviation and shipping and many economic activities have come to a halt. The outbreak has resulted, and continues to result, in protracted market volatility, business shutdowns and falling real estate prices. These measures have caused unprecedented drops in GDP and economic productivity in many countries, including significant increases in levels of unemployment, and have caused significant drops and volatility in stock markets and substantial decreases in the earnings of many corporations.

The Indonesian economy has been severely affected by the global COVID-19 pandemic. On March 31, 2020, by virtue of Presidential Decree No. 11 of 2020, the President of Indonesia declared COVID-19 a Public Health Emergency (Kedaruratan Kesehatan Masyarakat) and on April 13, 2020 through Presidential Decree No. 12 of 2020, a National Disaster (Bencana Nasional). The Indonesian government implemented various protective measures, including imposing temporary travel restrictions on inbound travelers, closing of certain schools and workplaces, restrictions on religious activities and activities in public places. Statistics Indonesia announced that Indonesia’s GDP growth rate for the third quarter descended to -3.49% (year-on-year), making it the second consecutive quarter of negative growth (-5.32% year-on-year in the second quarter) following the outbreak of the COVID-19 pandemic. The slowdown in economic growth was largely due to the negative impact on domestic demands as a result of the COVID-19 outbreak. There is still significant uncertainty relating to the

18 severity of the near- and long-term adverse impact of the COVID-19 pandemic whether globally or in Indonesia, causing heightened economic uncertainty and volatile financial market performance. It is possible that the current COVID-19 pandemic will cause a prolonged global economic crisis or recession. The Indonesian government cannot predict the duration, ultimate severity or effect of the pandemic or any current or future containment efforts.

The economic impact of COVID-19 on Indonesia has already been substantial and may increase. The rate of economic growth has slowed, unemployment has increased and is expected to continue to increase, valuations and trading prices of financial and other assets have declined and the Indonesian Rupiah has depreciated significantly against the U.S. dollar.

As of the date of this Offering Memorandum, our operations have been significantly disrupted by COVID-19. Most retail stores in our Properties, including dine-in at F&B outlets, entertainment outlets, gyms and cinemas have reopened while spas, massage places, and karaoke places remain closed due to existing government regulations. Our Properties were closed, except for essential services from March 27, 2020 in the Greater Jakarta region, Bandung and Bali, and from April 1, 2020 for all other retail malls and retail spaces. Our Properties reopened on a phased basis from May 13, 2020 through July 3, 2020 in accordance with the lifting of government closure regulations for large-scale social restrictions (Pembatasan Sosial Berskala Besar or “PSBB”) in their areas, with our eight retail malls and two retail spaces within Greater Jakarta reopening on June 15, 2020. However, on September 14, 2020 in view of the rising number of confirmed COVID-19 cases in Jakarta, the governor of Jakarta reimposed the PSBB for a two week period through to September 27, 2020 which was subsequently extended to October 11, 2020, following the lapse of which the governor applied “transition” measures until January 2021. This reimposition of the PSBB resulted in the closure of dine-in services by restaurants and cafes, but the Properties in Jakarta otherwise remained operational but with reduced operating hours (from 12 hours a day to 8 hours a day). Since October 12, 2020, there has been a relaxation providing for dining-in at restaurants up to 50% of full capacity of the venue and up to 25% of full capacity at sports and indoor entertainment venues. Following the end of the transition PSBB period, the Policy of Restricting Community Activities (Pemberlakuan Pembatasan Kegiatan Masyarakat or “PPKM”) was implemented in Java and Bali effective January 11, 2021 in response to the rising number of COVID-19 cases and has since been extended to February 8, 2021. This policy allows for our retail malls and spaces in Java and Bali to continue to remain operational with restricted mall hours with malls initially allowed to remain open until 7 pm from January 11, 2021 to January 25, 2021. From January 25, 2021 onwards, malls may remain open until 8 pm. This policy also allows restaurants in Java and Bali to allow dining-in (up to 25% of the total capacity of the venue) and takeaway and delivery orders. Our gross revenue decreased by 40.4% to S$121.2 million for the nine months ended September 30, 2020 from S$203.4 million for the nine months ended September 30, 2019 as a result of the temporary closure of the Properties. While essential services such as supermarkets, pharmacies and clinics in the Properties were not impacted by this closure, they were open for shorter operating hours. During this closure period, the Property Manager did not collect rent from tenants that were not operating.

The cashflow of the Property Manager was substantially and negatively impacted as a result of the decrease in the respective malls’ revenues (given the revenue sharing nature of the property management agreement). Consequently, in order to mitigate any potential negative impact on the operations of the malls, a property management fee of Rp.6.0 billion was paid to the Property Manager in May 2020 and was reallocated from the base fee due to the Manager.

As of the date of this Offer Memorandum, we have incurred additional expenses by adopting certain measures to mitigate the further transmission of COVID-19 such as temperature checks, mandatory use of face masks and provision of hand sanitizers within the premises of the retail malls and spaces. There is no certainty that such measures will be sufficient or that we will not be required to incur additional expenses to address the effect of COVID-19 on our operations.

If the pandemic continues to spread and more restrictive measures are implemented by the Indonesian government, our business, financial condition, results of operations and prospects may be materially impacted. Further outbreaks of COVID-19 or the future outbreak of another contagious or infectious disease or any other serious public health concern in Indonesia may adversely affect our business, financial condition, results of operations and prospects and our ability to make payments under the Notes. The perception that an outbreak of a contagious disease may occur may also have an adverse effect on the economic conditions of countries in Asia, including Indonesia.

19 Accordingly, COVID-19 has had, and may continue to have an adverse impact on our business, financial condition, results of operations and prospects. For instance, the impact on the economy and the measures imposed by the Indonesian government in response to the COVID-19 outbreak in Indonesia has resulted in lower footfall in malls, reduced demand for space by current or potential tenants, requests by existing tenants for rental rebates or reductions or delayed payment, reduced rental rates and/or shorter lease terms for new or renewed leases, early termination of existing leases, a decline in parking income and/or lower rental income. All of the foregoing has continued to adversely impact our results of operations subsequent to September 30, 2020. As the impact of COVID-19 is fluid and evolving, significant market uncertainty exists. Consequently, the valuations of investment properties are currently subject to material estimation uncertainty. Values may change more rapidly and significantly than during standard market conditions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments”.

Given the uncertainties as to how the COVID-19 pandemic will continue to evolve and when it can be fully contained, it is difficult to predict how long such conditions will exist and when normal economic activities will return fully and the extent to which we or our tenants may be affected by such conditions. Moreover, given the unprecedented nature of the COVID-19 pandemic, the ongoing pandemic may also adversely affect the Indonesian economy and our Properties in ways that cannot be foreseen. A prolonged impact from the lockdown or social restrictions may impact our ability to pay interest under our indebtedness or affect our ability to collect rent due from our tenants.

We are dependent on rental payments from the tenants of the Properties The Properties are operated by our Property Manager and, as such, we do not directly operate the Properties. Therefore, our revenue and cash flow will depend to a large extent upon the ability of the tenants of the Properties to make rental payments. As such, the prospects of the other businesses of the tenants of Properties, aside from those relating to us, could impact on the ability of the tenants of the Properties to make rental payments to us.

Factors that affect shoppers’ volume and, thereby, the ability of the tenants of the Properties to meet their obligations include, but are not limited to:

(i) the financial position of the tenants;

(ii) unemployment levels in Indonesia;

(iii) the national and local economies in Indonesia;

(iv) seasonal retail cycles;

(v) local retail competitors and competition in the retail industry;

(vi) the ability to attract and retain successful tenants;

(vii) unfavorable publicity;

(viii) material losses in excess of insurance proceeds;

(ix) the possibility of social unrest and union activities disrupting the operations of the properties in the portfolio, severely impacting on its reputation and ability to function normally;

(x) natural disasters; and

(xi) outbreaks of infectious diseases and pandemics.

In particular, the retail sector and the business and operations of the tenants of the Properties have been significantly disrupted by the ongoing COVID-19 pandemic in Indonesia. See “—Outbreaks of the global COVID-19 pandemic, infectious diseases and other serious public health concerns in Asia, Europe, America and elsewhere could adversely impact our business, financial condition, results of operations and prospects”.

20 There can be no assurance that the tenants of the Properties will have sufficient assets, income and access to financing in order to satisfy their obligations under their respective lease agreements or that our tenants will not terminate their lease agreements. If tenants are unable to satisfy their obligations under their lease agreements or otherwise terminate their lease agreements, this may have a material adverse effect on our business, financial condition, results of operations and prospects, and on our ability to pay interest on, and repay the principal of, the Notes.

The tenants of the Properties may not renew their respective leases of the Properties in the portfolio A substantial number of the leases for the Properties are for terms of three to five years. As a result, a substantial number of such leases expire each year. No assurance can be given that the tenants of the Properties will exercise any option to renew their leases of the Properties upon the expiry of their respective leases. Due to the impact of COVID-19 on the retail market, we have received notification of early termination of the leases of certain tenants. However, most of these early terminations were not significant as most of our malls are located in residential areas which provide a natural catchment area. In such a situation, we may not be able to locate suitable replacement lessees, as a result of which we may lose a significant or our only source of revenue. In addition, replacement of the tenants of the Properties in the portfolio on satisfactory terms may not be possible in a timely manner. For malls located in tourist areas, such as Lippo Mall Kuta and Lippo Mall Jogja, we have received a higher degree of terminations on an NLA basis, although the impact on our financials has been partially mitigated by the existence of the master leases.

The failure on the part of the tenants of the Properties to renew their leases upon the expiry may have an adverse effect on our business, financial condition, results of operations and prospects. Further, it is possible that rental rates from new tenants may be less than the existing rental rates, which could also have an adverse effect on our business, financial condition, results of operation and prospects. Overall, based on renewals as of September 30, 2020, the rental reversion is 4.4%.

If a major tenant or a significant number of tenants do not renew their leases at expiry, or renew their leases at a lower rental rate, our financial condition, results of operations and capital growth may be adversely affected. The amount of rent and the terms on which lease renewals and new leases are agreed may also be less favorable than the current leases and substantial amounts may have to be spent for leasing commissions, free rent incentives, tenant improvements or tenant inducements. Additionally, the demand for retail space may be reduced by tenants seeking to reduce their leased space at renewal or during the term of the lease. If replacement tenants cannot be found in a timely manner or on terms acceptable to us upon a tenant’s non-renewal or reduction in space, the revenue and financial condition of the relevant property will be adversely affected, which could result in a material adverse effect on our revenue, financial condition and results of operations.

A downturn in the retail industry will likely have a direct impact on our revenues and cash flow As a landlord for retail businesses, our financial performance is linked to economic conditions in the Indonesian property market for retail space generally. In addition to the impact of the COVID-19 pandemic on the Indonesian retail property market, the demand for Indonesian retail space has historically been, and could be in the future, adversely affected by any of the following:

(i) a weakness in the national, regional and local economies;

(ii) the adverse financial condition of some large retailing companies;

(iii) ongoing consolidation in the retail sector in Indonesia;

(iv) the excess amount of retail space in a number of Indonesian regional markets;

(v) an increase in consumer purchases through catalogs or the Internet and reduction in the demand for tenants to occupy our malls as a result of the Internet and e-commerce;

(vi) the timing and costs associated with property improvements and rentals;

21 (vii) any changes in taxation and zoning laws; and

(viii) adverse government regulation.

To the extent that any of these factors occur, they are likely to impact market rents for retail space and our financial condition and results of operations.

There are potential conflicts of interest among us, the LMIRT Manager, the Property Manager and the Sponsor The LMIRT Manager is an indirect wholly-owned subsidiary of the Sponsor. The Property Manager of each of the Properties is a wholly-owned subsidiary of the Sponsor. The Property Manager is a full service property management company which is engaged in the business of managing properties in Indonesia. Therefore, the Property Manager may manage retail properties owned by other clients. There can be no assurance that the Property Manager will not favor other properties which it manages or operates over those owned by us.

The Sponsor, its subsidiaries and associates are engaged in, and/or may engage in, among others, portfolio management, investment in, and the development, management and operation of, retail properties in Indonesia and elsewhere in the region. This includes Matahari Department Store and Hypermart, both of which are tenants in a number of our Properties. Furthermore, an affiliate of the Sponsor, PT Lippo General Insurance Tbk. provides insurance coverage for certain Properties.

As a result, our strategy and activities may be influenced by the overall interests of the Sponsor. Moreover, the Sponsor may in the future sponsor, manage or invest in other real estate investment trusts or other vehicles which may compete directly with us. There can be no assurance that conflicts of interest will not arise between them in the future, or that our interests will not be subordinated to those of the Sponsor whether in relation to the future acquisition of properties or property-related investments or in relation to competition for tenants within the Indonesia market or regionally. Any conflict of interest may result in an adverse effect on our business, financial condition and results of operations.

The LMIRT Manager may not be able to implement its investment strategy Our investment policy is to invest on a long-term basis in a diversified portfolio of income producing real estate and/or real estate-related assets in Indonesia that are primarily used for retail and/or retail- related purposes.

There can be no assurance that the LMIRT Manager will be able to implement its investment strategy successfully or that it will be able to expand our portfolio at all, or at any specified rate or to any specified size. The LMIRT Manager may not be able to make acquisitions or investments on favorable terms or within a desired time frame. We face active competition in acquiring suitable properties, especially in a low interest rate environment where other investment vehicles are highly leveraged. As such, our ability to make new property acquisitions under our acquisition growth strategy may be adversely affected.

We rely on external sources of funding to expand our asset portfolio, which may not be available on favorable terms, or at all. Even if we are able to successfully make additional property acquisitions or investments, there can be no assurance that we will achieve our intended return on such acquisitions or investments. Since the amount of borrowings that we can incur to finance acquisitions is limited by the Property Funds Appendix, such acquisitions may be dependent on our ability to raise capital. Potential vendors may also take a negative view towards the prolonged time frame and lack of certainty generally associated with the raising of equity capital to fund any such purchase and may prefer other potential purchasers. The inability of the LMIRT Manager to implement its investment strategy may result in an adverse effect on our business, financial condition and results of operations.

Acquisitions may not yield the returns expected, resulting in disruptions to our business and straining of management resources Our external acquisition growth strategy, including the Acquisition of Puri Mall, and our asset selection process may not be successful and may not provide positive returns, which could have a material

22 adverse effect on our business, financial condition and results of operations. In addition, acquisitions may cause disruptions to our operations and divert management’s attention away from day-to-day operations.

We may be unable to successfully integrate and operate acquired properties, which could have a material adverse effect on us Even if we are able to make acquisitions on favorable terms (including the Acquisition of Puri Mall), our ability to successfully integrate and operate them is subject to the following significant risks:

(i) we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties, as well as require substantial management time and attention;

(ii) we may be unable to integrate new acquisitions quickly and efficiently, particularly acquisitions of operating businesses or portfolios of properties, into its existing operations;

(iii) acquired properties may be subject to reassessment, which may result in higher than expected property tax payments;

(iv) tenant retention and lease and renewal risks may be increased; and

(v) market conditions may result in higher than expected vacancy rates and lower than expected rental rates.

Any inability to integrate and operate acquired properties to meet our financial, operational and strategic expectations may result in an adverse effect on our business, financial condition and results of operations.

We may be affected by difficulties faced by the Sponsor The Sponsor, its subsidiaries and associates are engaged in the development of retail properties in Indonesia and elsewhere in the region. We have acquired, and expect to continue to acquire, a number of properties from the Sponsor, including Lippo Mall Puri. As a result, our strategy and activities may be influenced by the ability of the Sponsor to develop such properties. If the Sponsor faces difficulties that impact its ability to provide us with such properties as agreed, this may result in an adverse effect on our business, financial condition and results of operations.

As at September 30, 2020, Rp. 255.6 billion (S$24.6 million) representing 20.1% of our gross rental income is derived from leases with certain associates and subsidiaries of the Sponsor. We have lease agreements with affiliates of the Sponsor such as Matahari Department Store which as of September 30, 2020, represented approximately 7.4% of gross rental income generated by the Properties. The Acquisition of Puri Mall will increase our proportion of gross rental income derived from certain associates and subsidiaries of the Sponsor and the value of the agreements between the LMIR Trust Group and the Sponsor and its associates and subsidiaries. We negotiated for the Sponsor to lease certain vacant leasable space within Lippo Mall Puri which is not occupied by, or which has not been committed in writing to be leased to a tenant other than the Sponsor under an agreement on a quarterly basis from the date of completion of the acquisition of Lippo Mall Puri to December 31, 2024, for such amount of rent such that Lippo Mall Puri will generate an agreed amount of NPI per quarter and an NPI of least Rp.340.0 billion per annum from the date of completion of the acquisition of Lippo Mall Puri to December 31, 2024. Difficulties that impact the ability of the Sponsor and certain associates and subsidiaries of the Sponsor to meet their obligations under their respective agreements with the LMIR Trust Group, may result in an adverse effect on our business, financial condition and results of operations.

In addition, any allegations or future allegations of bribery, corruption or other related matters involving the Sponsor, any of its or our other affiliates, even if unrelated to us or them or even if unconfirmed or later found to be unsubstantiated, could adversely impact our reputation, our ability to obtain financing or the price at which the Notes trade.

The Properties are subject to increasing competition The Indonesian retail malls business is highly competitive. The Properties face increased competition from both international and local retail operators with respect to factors such as location, facilities and

23 supporting infrastructure, tenant mix, F&B mix, services and pricing. The Properties are each located in areas with several competing retail malls. The Properties may also compete with retail malls in Indonesia developed in the future, particularly in the Jakarta area. The Properties may be affected by their ability to compete against existing and newly developed retail malls in its area, in attracting and retaining tenants. The inability of the Properties to compete with existing retail malls or an increase in the number of retail malls, especially in the Jakarta area, could have an adverse effect on the revenues of the Properties, as such increased competition may have an adverse impact on the ability of the tenants to make rental payments or current tenants may elect to relocate to competing retail malls. There can be no assurance that the Properties will be able to compete successfully in the future against existing or potential competitors or that increased competition will not have a material adverse effect on our business, financial condition and results of operations.

E-commerce may change the competitive landscape of conventional retail business and if the Property Manager and the Properties’ tenants are unable to respond quickly to changing consumer preferences, the Properties’ customer base may decrease and our business, financial condition and results of operations may be negatively impacted. E-commerce in Indonesia is predicted to continue to become more competitive due to increasing internet penetration, the low barriers to entry and growing acceptance of online shopping by Indonesian internet users in Indonesia. Accordingly, e-commerce could pose competition to the business of the Properties which is dependent on retail spending through conventional channels.

Further, the performance of the Properties depends on the Property Manager’s ability to attract an optimal tenant mix and on the retail malls’ tenants’ ability to anticipate changing trends and promptly respond to changing trends, customer demographics and preferences and the increasing pace at which customer preferences evolve. This is particularly true for fashion trends which change at a rapid pace, and makes it difficult to accurately predict sales and to promptly deliver suitable goods. Customer acceptance of new goods is affected by a number of factors, including prevailing economic conditions, disposable income, global lifestyle trends, price, value, quality, functionality and appearance. A failure by the Properties’ tenants to accurately and quickly identify changing consumer demands may result in their carrying brands or goods to be superseded by more popular goods. The revenues from car parking may also decline due to the rise of ride-sharing services. In addition, the Property Manager’s failure to offer consumers an optimal tenant mix which effectively responds to consumer preferences may alienate consumers who are unable to locate their desired goods and/or brands in the retail malls.

If any of these risks materialize, retail customer traffic at the Properties may decrease and our business, financial condition and results of operations may be adversely affected.

We are dependent on significant tenants and master leases and any breach by the significant tenants of their obligations under the respective leases, the master lessees under its respective master lease agreement, the loss of such significant tenants or the loss of such master leases may have an adverse effect on our business, financial condition and results of operations. The top ten tenants in our portfolio represented approximately 21.3% of our gross rental income as of September 30, 2020. Our largest tenant by gross rental income, Matahari Department Store, occupies approximately 122,000 sq m of NLA as of September 30, 2020, representing approximately 7.4% of gross rental income generated by the Properties. Many factors, including the financial position of the tenants, the ability of such significant tenants to compete with their competitors, material losses suffered by such tenants in excess of insurance proceeds and consequences of difficult global economic conditions, may cause our tenants to experience a downturn in their businesses or otherwise experience a lack of liquidity, which may weaken their financial condition and result in them failing to make timely rental payments or them defaulting under their leases. If any tenant defaults or fails to make timely rent payments, we may experience delays in enforcing our rights as landlord, may not succeed in recovering rent at all and may incur substantial costs in protecting our investment. There can be no assurance that tenants will have sufficient assets, income and access to financing in order to enable them to satisfy their obligations under the respective tenancy agreement(s). No assurance can be given that their leases will be renewed upon the expiry. In such a situation, we may not be able to locate a suitable replacement tenant, as a result of which we may lose a significant source of revenue. In addition, replacement of the tenancies on satisfactory terms may not be possible in a timely manner or at all.

24 In addition, our financial condition and results of operations and capital growth may be adversely affected by the decision by one or more of such significant tenants to not renew its lease. If a key customer or a significant number of tenants do not renew their leases at expiry, it may be difficult to secure replacement tenants at short notice. In addition, the amount of rent and the terms on which lease renewals and new leases are agreed may be less favorable than the current leases.

Therefore, the loss of key tenants or a significant number of tenants in any one of the Properties or our future acquisitions could result in periods of vacancy, which could adversely affect our revenue and financial conditions and impact on the relevant subsidiary’s ability to make dividends or distributions to us. The amount of rent and the terms on which lease renewals and new leases are agreed may also be less favorable than the current leases and substantial amounts may have to be spent for leasing commissions, rent free incentives, tenant improvements or tenant inducements. Additionally, the demand for retail space may be reduced by tenants seeking to reduce their leased space at renewal or during the term of the lease. If replacement tenants cannot be found in a timely manner or on terms acceptable to us upon a tenant’s non-renewal or reduction in space, the revenue and financial condition of the relevant property will be adversely affected, which could result in a material adverse effect on our revenue, financial condition and results of operations.

Further, as of the date of this Offering Memorandum, the following properties are under a master lease:

(i) Lippo Mall Kuta under a master lease to wholly-owned subsidiaries of the Sponsor representing 2.5% of our gross rental income as of September 30, 2020;

(ii) Lippo Plaza Kendari under a master lease to PT Metropolis Propertindo Utama, representing 0.9% of our gross rental income as of September 30, 2020; and

(iii) Lippo Plaza Jogja under a master lease to wholly-owned subsidiaries of the Sponsor, representing 2.5% of our gross rental income as of September 30, 2020.

The Palembang Sports & Convention Centre’s master lease expired on December 31, 2020.

Many factors, including the financial position of the master lessees, the ability of such master lessees to compete with its competitors, material losses suffered by such master lessees in excess of insurance proceeds and consequences of difficult global economic conditions, may cause tenants to experience a downturn in their businesses or otherwise experience a lack of liquidity, which may weaken their financial condition and result in them failing to make timely rental payments or them defaulting under their master leases. If any master lessee defaults or fails to make timely rent payments, we may experience delays in enforcing its rights as landlord, may not succeed in recovering rent at all and may incur substantial costs in protecting our investment.

There can be no assurance that the respective master lessees will have sufficient assets, income and access to financing in order to enable it to satisfy its obligations under the respective master lease agreement(s). No assurance can be given that these master leases will be renewed upon the expiry of the relevant master lease or will not be terminated early. In such a situation, we may not be able to locate a suitable purchaser for the relevant property or a suitable replacement master lessee, as a result of which we may lose a significant source of revenue. In addition, replacement of the master leases on satisfactory terms may not be possible in a timely manner.

The failure to renew any of the master lease agreements, or the termination of any of these master lease agreements, could result in a material adverse effect on our revenue, financial condition and results of operations.

The retail spaces, which are located within and are part of retail malls, are subdivided developments, and there is no assurance that the other owners of strata lots in these retail malls will not vote against the interests of the retail spaces in matters relating to the common area, common land and common property The retail spaces are part of retail malls which are subdivided developments comprising strata lots, common area, common land and common property. The common area, common land and common property are jointly owned or used by owners or residents of the strata lots as tenants-in-common in proportion to the rights to use attributable to their respective strata lots.

25 Under the Indonesian law on Strata Title Buildings (Undang-Undang Rumah Susun), the ownership of the strata lots is evidenced by strata titles (i.e. certificates of title to each lot or Hak Milik Atas Rumah Susun), which include the right to the common area, common land and common property which constitutes an inseparable part of the ownership of the strata lots. In order to preserve the common interest among the owners and/or residents on the use of the common area, common land and common property, the owners must establish a Strata Lot Owners and Residents Association (Perhimpunan Pemilik dan Penghuni Satuan Rumah Susun).

Each of the owners of strata lots in a Strata Title Building has a proprietary interest, collectively, in accordance with its undivided proportionate interest, in the common area, common land and common property of the relevant Strata Title Building, however subject to the articles of association of the Strata Lot Owners and Residents Association, certain matters require prior consent of the Strata Lot Owners and Residents Association, including, for example, the use or the service charge payable in respect of the common area, common land and common property. Further, certain matters such as the (i) formation of organizational structure, (ii) preparation of the articles of association and bylaws and (iii) work program of the management of the Strata Lot Owners and Residents Association is made based on the deliberation of the strata lots owners and if such deliberation is not achieved, voting would have to take place. Nomination of the Strata Lot Owners and Residents Association’s management and supervisor is also based on the majority votes of the strata lots owners, whereas based on the recent regulation regarding Strata Lot Owners and Residents Association, one owner is eligible for one vote, despite having ownership over several strata lots. As the aggregate share value (proportional value or Nilai Perbandingan Proporsional) of each of the retail spaces ranges from 25% to 55% of the total rights value of the strata lots comprised in the respective retail malls within which they are located, there is no assurance that the other owners will not take over the common area, common land and common property of the retail malls within which the retail spaces are located, unlike in the case of a development which is wholly-owned by us.

Losses or liabilities from latent building or equipment defects may adversely affect earnings and cash flow Design, construction or other latent property or equipment defects in the Properties may require additional capital expenditure, special repair or maintenance expenses or the payment of damages or other obligations to third parties. Costs or liabilities arising from such property or equipment defects may involve significant and potentially unpredictable patterns and levels of expenditure which may have a material adverse effect on our earnings and cash flows.

Statutory or contractual representations, warranties and indemnities given by any seller of real estate are unlikely to afford satisfactory protection from costs or liabilities arising from such property or equipment defects. All of these factors may result in an adverse effect on our business, financial condition and results of operations.

For Build, Operate and Transfer (“BOT”) agreements over state-owned or regional-owned land, if an underlying BOT agreement expires before the right to build land title over the BOT land expires, the BOT grantee will have to return the BOT land along with any rights to operate although the right to build land title over the BOT land has yet to expire Under Indonesian law, the maximum term of a BOT agreement over state-owned or regional-owned land is 30 years, commencing from the date of the BOT agreement, and cannot be extended. On the other hand, the term of a right to build land title is commonly granted for 30 years and may be extended for an additional term of 20 years. Consequently, there is a possibility that a BOT agreement period expires while the right to build over such BOT land is still valid under the name of the BOT grantee. In such case, the BOT grantee will have to deliver the property situated on the BOT land along with any right to operate on such land to the BOT grantor without any compensation from the BOT grantor. This could result in an adverse effect on our business, financial condition and results of operations.

Currency fluctuations could materially affect our financial condition and results of operations We expect to have, in the future, an increased exposure to foreign currency risk as a result of the issuance of the Notes, borrowings and debt financing in foreign currencies, including the Indonesia Rupiah and/or US Dollars and the subsequent payment of interest on, and principal of, the borrowings and debt financing in the respective foreign currencies.

26 We may also incur additional borrowings or enter into hedging transactions in US Dollars, Singapore Dollars or other foreign currencies. A decline in the value of the Indonesia Rupiah against the Singapore Dollar, US Dollar or other foreign currencies would impact our ability to service our financing obligations.

A decline in the value of the Singapore Dollar against the US Dollar would impact the value of our US Dollar borrowings on our balance sheet. Adverse movements in foreign exchange rates may adversely affect our business, results of operations, financial condition and prospects.

In addition, our current investments and any future foreign investments and property income are and are expected to be denominated in foreign currencies predominantly in Indonesia Rupiah. However, we maintain our financial statements in Singapore Dollars. A portion of our expenses and liabilities will also be denominated in Singapore Dollars. We will therefore be exposed to risks associated with exchange rate fluctuations between the Singapore Dollar and the local currency of the other foreign countries, in particular the Indonesian Rupiah. Furthermore, we may not, as a result of these exchange rate fluctuations, be able to comply with some of the financial covenants in our existing and future borrowings.

Our hedging transactions may result in limited gains and increased exposure to losses We may enter into hedging transactions to manage risks arising from interest rate and exchange rate fluctuations. Hedging transactions may include entering into interest rate hedging instruments or entering into forward agreements. No hedging activity can completely insulate risks associated with changes in interest rates and exchange rates because, among others:

(i) available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;

(ii) the counterparty in the hedging transaction may default on its obligation to pay;

(iii) the credit quality of the counterparty on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and

(iv) the value of the derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value.

These changes, such as our unrealized foreign exchange losses of S$6.1 million for the nine months ended September 30, 2020, although unrealized, would reduce our net asset value if it is due to downward adjustments.

We operate substantially through Singapore SPCs and Indonesian SPCs and our liquidity and financial position is dependent on the financial position of the Indonesian SPCs and to a lesser extent, the financial position of the Singapore SPCs We operate substantially through Singapore SPCs and Indonesian SPCs and rely on payments and other distributions from the Singapore SPCs and the Indonesian SPCs for our income and cash flows. The ability of the Singapore SPCs to make such payments may be restricted by, among other things, the Indonesian SPCs’ business and financial positions, the availability of distributable profits, applicable laws and regulations or the terms of agreements to which they are, or may become, a party.

There can be no assurance that the Indonesian SPCs will have sufficient distributable or realized profits or surplus in any future period to make dividend payments or make advances to the Singapore SPCs and therefore to us. The level of profit or surplus of each Indonesian SPC available for distribution by way of dividends and payments to each Singapore SPC and therefore to us may be affected by a number of factors including:

(i) operating losses incurred by the Indonesian SPCs in any financial year;

(ii) changes in accounting standards, taxation regulations, tax exemptions and waivers, corporation laws and regulations relating thereto; and

(iii) insufficient cash flows received by the Singapore SPCs from the Indonesian SPCs.

27 The occurrence of these or other factors that affect the ability of the Singapore SPCs to pay dividends or other distributions to us may adversely affect our liquidity and financial position, including our ability to pay interest or principle on the Notes.

We may not be able to secure funding to fund future acquisitions or significant capital expenditure which the Properties or any future properties may require The Properties and properties to be acquired by us may require periodic capital outlay for the purpose of refurbishments, renovation and improvements in order to remain competitive. Acquisitions or enhancement of existing properties by us may require significant capital expenditure. We may not be able to fund future acquisitions, capital improvements or expenditure, solely from cash derived from our operating activities and liquid assets and we may not be able to obtain additional equity or debt financing or be able to obtain such financing on favorable terms or at all.

We may, from time to time, require additional equity and/or debt financing to fund working capital requirements, to support the future growth of our business and/or to refinance existing debt obligations, including the Notes. In addition, our indebtedness means that a material portion of our expected cash flow may be required to be dedicated to the repayment of principal and payment of interest on our indebtedness, thereby reducing the funds available to us for use in our general business operations. Our indebtedness may also restrict our ability to obtain additional financing for capital expenditure, acquisitions or general corporate purposes and may cause it to be particularly vulnerable in the event of a general economic downturn. The willingness of financial institutions to make capital commitments by way of investing in our debt or equity instruments may, for an indeterminate period, be adversely affected by any financial crisis.

As of the date of this Offering Memorandum, we have in place a loan facility of S$175.0 million maturing in 2021, a loan facility of S$67.5 million maturing in 2022, a loan facility of S$67.5 million maturing in 2023, the Existing Notes, a loan facility of S$40.0 million maturing in 2022 (with an option to extend to 2023), a loan facility of S$60.0 million maturing in 2024, a loan facility of S$20.0 million maturing in 2026, two revolving credit facilities of S$40.0 million and S$15.0 million respectively, and a committed undrawn term loan facility of US$75.0 million.

We will also be subject to the risk that it may not be able to refinance our existing and/or future borrowings or that the terms of such refinancing will not be as favorable as the terms of our existing borrowings, particularly in light of current uncertainty and instability in the global market conditions and as a result of the COVID-19 pandemic. In addition, we are subject to restrictive covenants in our existing borrowings and may be subject to certain covenants in connection with any future borrowings that may limit or otherwise adversely affect our operations. Such covenants may also restrict our ability to acquire properties or undertake other capital expenditure or may require it to set aside funds for maintenance or repayment of security deposits. Furthermore, if prevailing interest rates or other factors at the time of refinancing (such as the possible reluctance of lenders to make real estate loans) result in higher interest rates upon refinancing, the interest expense relating to such refinanced indebtedness would increase, which would adversely affect our cash flow.

The amount we may borrow is limited, which may affect our operations and the borrowing limit may be exceeded if there is a downward revaluation of assets Pursuant to the revision of the Property Funds Appendix on April 16, 2020, the regulatory aggregate leverage limit under the Property Funds Appendix has been increased to 50.0% up to (and including) December 31, 2021. On or after January 1, 2022, the aggregate leverage of a property fund should not exceed 45.0%, save that it may exceed 45.0% (up to a maximum of 50.0%) if certain conditions under the Property Funds Appendix are met. Accordingly, we would only be permitted to borrow up to a maximum of 50.0% of the value of our deposited property (or such limit as may from time to time be permitted under the Property Funds Appendix). Under Guidance Note 1 of paragraph 9.1 of the Property Funds Appendix, “borrowings” include guarantees, bonds, notes, syndicated loans, bilateral loans or other debt. Pursuant to the Property Funds Appendix, we may use borrowings for investment or redemption purposes. We may also mortgage our assets to secure such borrowings.

A decline in the value of our deposited property may affect our ability to borrow further.

Adverse business consequences of this limitation on borrowings may include:

(i) an inability to fund capital expenditure requirements in relation to properties;

28 (ii) an inability to fund acquisitions of properties; and

(iii) cash flow shortages.

A downward revaluation of any of the Properties or investments may result in a breach of the borrowing limit under the Property Funds Appendix. In the event of such a breach, we would not be able to incur further indebtedness and may be required to reduce our indebtedness to certain lenders and/or creditors. In such circumstances, while we may not be required to dispose of our assets to reduce our indebtedness, the inability to incur further indebtedness may constrain our operational flexibility. An inability to borrow and invest in the Properties and/or future properties may have an adverse impact on our business, results of operations, financial condition and prospects. As a result of the ongoing disruptions caused by the COVID-19 pandemic in Indonesia and the potential disruptions that may occur if the COVID-19 pandemic continued to spread and more restrictive measures were to be implemented, in December 2020, the Manager pre-emptively sought and obtained time bound waivers in respect of certain financial covenants relating to our interest coverage ratios under the S$175 million term loan facility and the S$135 million in aggregate term loan facilities. See “Description of Indebtedness” for more information.

The due diligence exercises conducted prior to any property acquisitions may not identify all material defects, breaches of laws, regulations and contracts and other deficiencies The LMIRT Manager believes that reasonable due diligence investigations with respect to the Properties (including the acquisition of Lippo Mall Puri) were, and with respect to future acquisitions will be, conducted prior to their acquisition. There can be no assurance that any reviews, surveys or inspections (if any) conducted by independent valuers, technical consultants and surveyors in connection with a proposed acquisition of property (including the acquisition of Lippo Mall Puri) will reveal all defects or deficiencies in such properties, including latent defects requiring repair or maintenance, thereby adversely affecting our operations and incurring significant capital expenditures, or payment or other obligations to third parties.

In addition, acquired properties may be in breach of laws and regulations (including those in relation to real estate and environmental laws) or fail to comply with certain regulatory requirements (including those in relation to the registration of certain deeds and other legal documents with the relevant regulatory authorities in Indonesia), which the LMIRT Manager’s due diligence investigations may not uncover. Further, when property acquisitions involve the acquisition of an operating entity that owns the subject property, it is possible that these acquired operating entities will have entered into agreements with third parties that the LMIRT Manager’s due diligence may not have uncovered or the LMIRT Manager’s due diligence may not uncover all breaches of these agreements by such operating entity. As a result, we may incur additional financial or other obligations in relation to such breaches or non-compliance.

The representations, warranties and any guarantees given to us and/or our special purpose companies by vendors in connection with the acquisition of new properties are typically subject to limitations as to the scope of such representations, warranties and guarantees, the aggregate liability of vendors in respect of all claims under such representations, warranties and guarantees, and the period within which such claims can be made. There can be no assurance that we will be able to recover all losses or liabilities suffered or incurred as a result of future property acquisitions. Should we not be able to recover such losses or liabilities, this would in turn adversely affect our business, results of operations, financial condition and prospects.

We may be subject to unknown or contingent liabilities related to properties or businesses that we have acquired or may acquire, which may result in damages and investment losses Assets and entities that we have acquired or may acquire in the future may be subject to unknown or contingent liabilities for which we may have limited or no recourse against the sellers. Unknown or contingent liabilities might include liabilities for clean-up or remediation of environmental conditions, claims of tenants, vendors or other persons dealing with the acquired entities, tax liabilities and other liabilities whether incurred in the ordinary course of business or otherwise. In the future we may enter into transactions with limited representations and warranties or with representations and warranties that do not survive the closing of the transactions, in which event we would have no or limited recourse against the sellers of such properties. While we typically require the sellers to indemnify us with respect to breaches of representations and warranties that survive the closing of the transactions, such

29 indemnification is often limited in duration and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that we may incur with respect to liabilities associated with properties and entities acquired may exceed our expectations. Should any of these scenarios materialized, this would in turn adversely affect our business, results of operations, financial condition and prospects.

We are subject to regulation We, the LMIRT Manager and the LMIRT Manager’s directors, officers and/or employees are subject to a wide variety of laws and regulations, including in respect of our and the LMIRT Manager’s operations, our borrowings and the composition and conduct of the LMIRT Manager’s board of directors. See “The amount we may borrow is limited, which may affect our operations and the borrowing limit may be exceeded if there is a downward revaluation of assets”. Regulators may find that we, the LMIRT Manager and/or the LMIRT Manager’s directors, officers or employees are not in compliance with applicable laws and regulations, and may take formal or informal actions against us, the LMIRT Manager and/or the LMIRT Manager’s directors, officers and employees. If taken, such formal or informal actions might force us or the LMIRT Manager to adopt new compliance policies, remove personnel or undertake other changes, or may lead to the disqualification of the LMIRT Manager’s directors, officers and/or employees from acting in such capacities and/or may hinder the effective performance of their duties. We and the LMIRT Manager could also be affected by changes in laws, regulations and regulatory policies of Singapore and/or Indonesia. Such changes may include new, revised or more burdensome standards which could also cause increased compliance costs associated with such laws and regulations. Regulatory issues and changes in law may have an adverse impact on our business, results of operations, financial condition and prospects.

The LMIRT Manager’s capital market services license for REIT management (“CMS License”) may be cancelled or our authorization as a collective investment scheme under Section 286 of the SFA may be suspended, revoked or withdrawn The CMS License issued to the LMIRT Manager is subject to conditions. If the CMS License of the LMIRT Manager is cancelled by the MAS, our operations will be adversely affected, as the LMIRT Manager would no longer be able to act as our manager.

We are an authorized collective investment scheme under the SFA and must comply with the requirements under the SFA and the Property Funds Appendix. The suspension, revocation or withdrawal of our status as an authorized collective investment scheme under the SFA may have an adverse impact on our business, results of operations, financial condition and prospects.

The Properties may be subject to increases in operating and other expenses Our financial position could be adversely affected if operating and other expenses increase without a corresponding increase in revenues or tenant reimbursements of operating and other costs. Factors that could increase operating and other expenses include increases or changes in property taxes and other statutory charges; statutory laws, regulations or government policies that increase the cost of compliance with such laws, regulations or policies; sub-contracted service costs; labor costs; repair and maintenance costs; the rate of inflation; insurance premiums; and cost of utilities. Increased expenses may have an adverse impact on our business, results of operations, financial condition and prospects.

There are general risks attached to investments in real estate Investments in real estate and therefore the income generated from the Properties are subject to various risks, including but not limited to:

(i) adverse changes in political or economic conditions;

(ii) adverse local market conditions (such as over-supply of properties or reduction in demand for properties in the market in which we operate);

(iii) the financial condition of tenants;

30 (iv) the availability of financing such as changes in availability of debt or equity financing, which may result in an inability by us to finance future acquisitions on favorable terms or at all;

(v) changes in interest rates and other operating expenses;

(vi) changes in environmental laws and regulations, zoning laws and other governmental laws, regulations and rules and fiscal policies (including tax laws and regulations);

(vii) environmental claims in respect of real estate;

(viii) changes in market rents;

(ix) changes in energy prices;

(x) changes in the relative popularity of property types and locations leading to an oversupply of space or a reduction in tenant demand for a particular type of property in a given market;

(xi) competition among property owners for tenants which may lead to vacancies or an inability to rent space on favorable terms;

(xii) inability to renew leases and colocation arrangements or re-let space as existing leases and colocation arrangements expire;

(xiii) inability to collect rents from tenants on a timely basis or at all due to bankruptcy or insolvency of the tenants or otherwise;

(xiv) insufficiency of insurance coverage or increases in insurance premiums;

(xv) increases in the rate of inflation;

(xvi) inability of the property managers to provide or procure the provision of adequate maintenance and other services;

(xvii) defects affecting the Properties which need to be rectified, or other required repair and maintenance of the Properties, leading to unforeseen capital expenditure;

(xviii) the relative illiquidity of real estate investments;

(xix) considerable dependence on cash flows for the maintenance of, and improvements to, the Properties;

(xx) increased operating costs, including real estate taxes;

(xxi) any defects or illegal structures that were not uncovered by physical inspection or due diligence review;

(xxii) management style and strategy of the LMIRT Manager;

(xxiii) the attractiveness of the Properties to current and potential tenants;

(xxiv)the cost of regulatory compliance;

(xxv) ability to rent out the Properties on favorable terms; and

(xxvi)power supply failure, acts of God, wars, social and political unrest, terrorist attacks, uninsurable losses and other factors.

31 Many of these factors may cause fluctuations in occupancy rates, rental rates or operating expenses, causing a negative effect on the value of real estate and income derived from real estate. The annual valuation of the Properties will reflect such factors and as a result may fluctuate upwards or downwards. The capital value of our real estate assets may be significantly diminished in the event of a sudden downturn in real estate market prices or the economy in the jurisdictions in which the Properties are located. These factors may result in an adverse effect on our business, results of operations, financial condition and prospects.

We may be adversely affected by the illiquidity of real estate investments We invest primarily in income-producing real estate properties that are primarily used for retail and/or retail-related purposes. This involves a higher level of risk as compared to a portfolio which has a diverse range of investments. Real estate investments, particularly investments in high value properties such as those in which we have invested or intend to invest in (including Lippo Mall Puri), are relatively illiquid. Such illiquidity may affect our ability to vary our investment portfolio or liquidate part of our assets in response to changes in economic, real estate market or other conditions. For instance, we may be unable to sell assets on short notice or may be forced to give a substantial reduction in the price that may otherwise be sought for such assets in order to ensure a quick sale. Moreover, we may face difficulties in securing timely and commercially favorable financing in asset- based lending transactions secured by real estate due to the illiquid nature of real estate assets. These factors may result in an adverse effect on our business, results of operations, financial condition and prospects.

The Properties may be subject to increases in direct expenses and other operating expenses Our performance could be adversely affected if direct expenses and other operating expenses increase (save for such expenses which we are not responsible for pursuant to the lease and colocation arrangements) without a corresponding increase in revenue.

Factors which could lead to an increase in expenses include, but are not limited to, the following:

(i) increase in agent commission expenses for procuring new tenants;

(ii) increase in property tax or land tax assessments and other statutory charges;

(iii) increase in land rent for the properties under lease hold arrangement with various authorities;

(iv) change in statutory laws, regulations or government policies which increase the cost of compliance with such laws, regulations or policies;

(v) change in direct or indirect tax policies, laws or regulations;

(vi) increase in sub-contracted service costs;

(vii) increase in labor costs;

(viii) increase in repair and maintenance costs;

(ix) increase in the rate of inflation;

(x) defects affecting, or environmental pollution in connection with, the Properties which need to be rectified;

(xi) increase in insurance premiums; and

(xii) increase in cost of utilities.

Any of the above factors could have a material adverse effect on our business, results of operations, financial condition and prospects.

32 The appraisals of the Properties are based on various assumptions and such valuations do not guarantee the sale price of the Properties at present or in the future In accordance with our accounting policy, our investment properties will be stated at fair values based on independent external valuations. We engage and will continue to engage independent professional valuers with the appropriate professional qualifications and recent experience in the location and category of the respective properties being valued to determine the fair value of the Properties. The fair value of the Properties are determined by independent real estate valuation experts using approved valuation methodologies which may involve, among others, estimates and discount rates applicable to those real estate assets and assessed in accordance with our interests in the real estate assets.

In determining the fair value of investment properties, the valuers may adopt various valuation methodologies, such as the capitalization method and/or the discounted cash flow method and/or the comparison method, as appropriate. In determining the fair value of investment properties under development, the valuers may adopt the residual land value method. Key inputs used for the capitalization method include capitalization rates and estimated net income. Key inputs used for the discounted cashflow method include discount rates and estimated net income. Key inputs used for the residual land value method include gross development value and gross development costs.

There can be no assurance that the assumptions on which the appraisals of the Properties are, or will be, based are accurate measures of the market, and the values may be evaluated inaccurately.

Independent desktop valuations of the Properties as at July 31, 2020 were conducted and announced by the LMIRT Manager on SGXNET on August 27, 2020. These valuations may have included a subjective determination of certain factors relating to a Property such as its relative market position, financial and competitive strengths, and physical condition and, accordingly, the valuation of a Property may be subjective and prove incorrect. The valuation of any Property does not guarantee a sale price at that value at present or in the future. Our annual full valuation exercise will be performed on our Portfolio as of December 31, 2020.

The Properties may be revalued downwards There can be no assurance that we will not be required to make downward revaluations of the Properties in the future. Any fall in the gross revenue or net property income earned from the Properties may result in downward revaluations of the Properties. An independent desktop valuation as of July 31, 2020 has been conducted in addition to our annual valuation exercise which will be performed on our Portfolio as of December 31, 2020.

In addition, we are required under SFRS to measure investment properties at fair value at each balance sheet date, with such fair value determined by an independent valuer annually, and any change in the fair value of the investment properties is recognized in our statements of total return. The changes in fair value may have an adverse effect on our financial results in the financial years where there is a significant decrease in the valuation of our investment properties which will result in revaluation losses that will be charged to our statements of total return.

Renovation works to the Properties may impact operations The Properties may need to undergo renovation works from time to time, including planned asset enhancement initiatives and may also require unforeseen ad hoc maintenance or repairs in respect of faults or problems that may develop over structural defects or other parts of the buildings or because of new planning laws or regulations. The costs of maintaining a property and the risk of unforeseen maintenance or repair requirements tend to increase over time as the building ages.

While we try to schedule asset enhancement initiatives to have minimal impact, if any leases are due for renewal during the asset enhancement initiatives, there is a chance that the existing tenants may either choose not to renew the leases upon their expiry or negotiate for lower rentals and this will adversely affect the revenue of the affected property. This may adversely impact our business, results of operations, financial conditions and prospects and our ability to pay interest on, and repay the principal of, the Notes.

The Properties, properties we may acquire in the future, or a part of them, may be acquired compulsorily In Indonesia, pursuant to Law No. 20 of 1961 on Revocation of Rights of Land and the Properties Thereon and Law No. 2 of 2012 on Land Procurement for the Development of Public Interests and its

33 respective amendments as set out under Law No. 11 of 2020 on Job Creation Law (the “Job Creation Law”), the Indonesian government has the right to acquire land and any property thereon owned by any party by providing compensation to the previous owner of such land, in order to fulfill any public needs. Therefore, there is no assurance that the Indonesian government will not compulsorily acquire land on which the Properties are located. Compensation to be awarded pursuant to any such compulsory acquisition would be determined based on the appraisal of the property commissioned by the Indonesian government. If the market value of a property or part thereof that is compulsorily acquired is greater than the compensation paid in respect of the acquired property this could have an adverse effect on our assets.

RISKS RELATING TO INDONESIA Political and social instability may adversely affect the operations of all the Properties in our portfolio The Properties in our portfolio are located in Indonesia. The LMIRT Manager’s asset acquisition strategy also contemplates future acquisitions of properties located in Indonesia.

Indonesia has held free elections since 2004. The first direct presidential elections in the history of Indonesia were held in Indonesia on July 5, 2004 and September 20, 2004. In the second round, the former coordinating minister for politics and security Susilo Bambang Yudhoyono, defeated then incumbent President Megawati Sukarnoputri. Former President Yudhoyono was inaugurated on October 20, 2004. Upon taking office in October 2004, former President Yudhoyono appointed a new cabinet and announced plans to improve economic conditions. However, past political instability continued to have an adverse effect on investor confidence in the Indonesian economy during the first part of former President Yudhoyono’s term. Former President Yudhoyono’s first term was scheduled to expire in October 2009, and, therefore, a new presidential election took place on July 8, 2009. According to certified final results, former President Yudhoyono and his vice-presidential running mate, Boediono, won approximately 61.0% of the popular vote to win a second term as President. On October 20, 2009, former President Yudhoyono was inaugurated for his second five-year term, which expired in October 2014.

In 2014, a presidential election was conducted to elect a successor to Susilo Bambang Yudhoyono, who had served two terms between 2004 and 2014. The election result was contested by both candidates, Prabowo Subianto and Joko Widodo, and both claimed victory based on separate quick counts. Out of fear that tension could lead to riots, hundreds of police were stationed in central Jakarta. On July 22, 2014, the day that the National Election Commission announced the election result, Prabowo withdrew from the recount process after having insisted on his victory ever since the initial quick counts. The National Election Commission found Joko Widodo to have a lead of 53.15% compared to Prabowo’s 46.85%. Prabowo then appealed against the election result to the Constitutional Court of Indonesia, alleging “structured, systematic and massive” violations and that the votes contained irregularities. On August 21, 2014, the court delivered a unanimous verdict rejecting all aspects of the appeal.

In and shortly after October 2016, thousands of Indonesians marched in a series of demonstrations in Jakarta and other cities either in support of or in opposition to the then Governor of Jakarta, Basuki Tjahja Purnama in connection with blasphemy allegations against him, in the period preceding a Jakarta Gubernatorial election in early 2017. Mr. Purnama was convicted of the blasphemy charges in May 2017. Anies Baswedan (of the same party as the losing candidate of the 2014 Presidential election) had been elected as Governor of Jakarta in April 2017.

Separatist movements and clashes between religious and ethnic groups have resulted in social and civil unrest in parts of Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya), there have been numerous clashes between supporters of those separatist movements and the Indonesian military. In Papua, continued activity by separatist rebels has led to violent incidents. In the provinces of Maluku and West Kalimantan, clashes between religious groups and ethnic groups have produced thousands of casualties and refugees over the past several years. The Indonesian government has attempted to resolve problems in these troubled regions with limited success except in the province of Aceh in which an agreement between the Indonesian government and the Aceh separatists was reached in 2005 and peaceful local elections were held with some former separatists as candidates, but there can be no assurance that the terms of any agreement reached between the Indonesian government and the separatists will be upheld.

34 Recently, Indonesia’s Electoral Commission (KPU) formally announced the results of the 2019 presidential election and it was confirmed that the incumbent President Joko Widodo won the presidential polls with 55.5% of the total votes. The result triggered allegations of electoral fraud. Thousands of supporters of the opposing party, Prabowo Subianto, then held a rally in front of the Elections Supervisory Agency’s (Bawaslu) headquarters on Jl. Thamrin in Central Jakarta on May 21, 2019, calling for the disqualification of Joko Widodo from the presidential election. The rally ended with a riot on May 22, 2019 in Central Jakarta. Further, the opposing party is currently challenging the election result to the Constitutional Court with regard to such fraud allegation. The Constitutional Court of the Republic of Indonesia decided in favor of the elected president Joko Widodo and against the challenge from the losing candidate in both the 2014 and 2019 elections.

Political and social developments in Indonesia have been unpredictable in the past and any resurgence of political instability could adversely affect the Indonesian economy, which in turn could have adverse effects on the operations of the properties, consequently impacting on the ability of the tenants of the properties to make rental payments to us. There can be no assurance that social and civil disturbances will not occur in the future or that such social and civil disturbances will not directly or indirectly, materially and adversely affect our business, financial condition, results of operations and prospects, and the Issuer’s ability to meet its payment obligations under the Notes.

Fluctuations in the value of the Rupiah may materially and adversely affect the operations of the Properties in our portfolio, thereby materially and adversely affecting the ability of the tenants of the Properties in our portfolio to make rental payments to us One of the most important immediate causes of the economic crisis which began in Indonesia in mid-1997 was the depreciation and volatility of the value of the Rupiah as measured against other currencies, such as the US Dollar. Although the Rupiah has appreciated considerably from the low point of approximately Rp17,000 per one US Dollar in January 1998, the Rupiah continues to experience significant volatility. For example, the Rupiah depreciated from Rp12,189 per US Dollar as of December 31, 2013 to Rp14,918 per US Dollar as of September 30, 2020. There can be no assurance that the Rupiah will not be subject to depreciation and continued volatility, that the current exchange rate policy will remain the same, or that the Indonesian government will, or will be able to, act when necessary to stabilize, maintain or increase the value of the Rupiah, and will not act to devalue the Rupiah, or that any such action, if taken, will be successful. Modification of the current floating exchange rate policy could result in significantly higher domestic interest rates, liquidity shortages, capital or exchange controls or the withholding of additional financial assistance by multinational lenders. This could result in a reduction of economic activity, an economic recession, loan defaults and increases in the price of imports. Any of the foregoing consequences could have a material adverse effect on the operations of the Properties in our portfolio, thereby materially and adversely affecting the ability of the tenants of the Properties in our portfolio to make rental payments to us.

We are dependent on the quality of the titles to the properties in our portfolio Due to the nature of Indonesian property law and the lack of a uniform title system in Indonesia, there is potential for disputes over the quality of title acquired from previous landowners. In addition, there is a need to negotiate with the actual owner of the land each time land is acquired under the land title, which may result in purchases of property (and thereby the obtaining of title to the relevant land) being delayed or not proceeding in the event that negotiations are unsuccessful. Such delays in acquiring properties required for development activities may result in an adverse effect on our business, financial condition, results of operations and our level of distributable income.

Terrorist attacks in Indonesia could destabilize the country In Indonesia during the last several years and as recently as May 2018, there have been numerous bombing incidents directed towards the Indonesian government and foreign governments and public and commercial buildings frequented by foreigners, including the Jakarta Stock Exchange Building, hotels in Jakarta and tourist districts in Bali, which have killed and injured a significant number of people. For example, on July 17, 2009, two separate bomb explosions occurred at the JW Marriott Hotel and the Ritz Carlton Hotel in Jakarta, killing at least nine people and injuring 50 others. On January 14, 2016, two suicide bombers and two gunmen exchanged gunfire with police before bombing a police post and cafe in central Jakarta, killing at least four people and injuring more than

35 20 people. Indonesian, Australian and US government officials have indicated that these bombings may be linked to an international terrorist organization. The Islamic State of Iraq and the Levant claimed responsibility. On May 24, 2017, two explosions occurred at a bus terminal in Eastern Jakarta, resulting in three deaths and injuring 11 people. In May 2018, three churches were bombed in Surabaya, killing at least 28 people and injuring at least 50 others. Indonesian, Australian and US government officials have indicated that these bombings may be linked to an international terrorist organization. While in response to the terrorist attacks, the Indonesian government has institutionalized certain security improvements and undertaken certain legal reforms which seek to better implement anti-terrorism measures and some suspected key terrorist figures have been arrested and tried.

There can be no assurance that further terrorist acts will not occur in the future. Following military involvement of the United States and its allies in Iraq, a number of governments have issued warnings to their citizens in relation to a perceived increase in the possibility of terrorist activities in Indonesia, targeting foreign, particularly US interests. Such terrorist activities could destabilize Indonesia and increase internal divisions within the Indonesian government as it considers responses to such instability and unrest, thereby adversely affecting investors’ confidence in Indonesia and the Indonesian economy. Violent acts arising from and leading to instability and unrest have had, and could continue to have, a material adverse effect on investment and confidence in, and the performance of, the Indonesian economy, and may have an adverse effect on our business, financial condition, results of operations, our level of distributable income and prospects of the tenants of the properties in our portfolio. This could adversely impact the ability of the tenants of the Properties in our portfolio to make rental payments to us. Our projects may be particularly vulnerable to, and adversely affected by, terrorist attacks because of the large numbers of people they attract and the general public access provided. Political unrest in Indonesia may disrupt the operation of our developments or make them less attractive to buyers. We cannot assure you that our Properties will not be subject to acts of terrorism, violent acts and adverse political developments which may have a material adverse effect on us, our business, financial condition, results of operations and prospects.

Economic changes in Indonesia may adversely affect the business of the tenants of the Properties in our portfolio The economic crisis which affected Southeast Asia, including Indonesia, from mid-1997 was characterized in Indonesia by, among others, currency depreciation, a significant decline in real gross domestic product, high interest rates, social unrest and extraordinary political developments. More recently, the global economic crisis that began in 2008 resulted in a decrease in Indonesia’s rate of growth to 4.4% in 2009 from 6.1% in 2008 and 6.3% in 2007. These conditions had a material adverse effect on Indonesian businesses. The global financial markets have experienced, and may continue to experience, significant turbulence originating from the liquidity shortfalls in the US credit and sub-prime residential mortgage markets since 2008, which have caused liquidity problems resulting in bankruptcy for many institutions, and resulted in major government bailout packages for banks and other institutions. The global economic crisis has also resulted in a shortage in the availability of credit, a reduction in foreign direct investment, the failure of global financial institutions, a drop in the value of global stock markets, a slowdown in global economic growth and a drop in demand for certain commodities. The global financial markets have also recently experienced volatility as a result of the downgrade of US sovereign debt and concerns over the debt crisis in the Eurozone. Uncertainty over the outcome of the Eurozone governments’ financial support programs and worries about sovereign finances generally are ongoing.

As a result of the economic crisis in 1997, the Indonesian government has had to rely on the support of international agencies and governments to prevent sovereign debt defaults. The Indonesian government continues to have a large fiscal deficit and a high level of sovereign debt, its foreign currency reserves are modest, the Rupiah continues to be volatile and has poor liquidity, and the banking sector is weak and suffers from high levels of non-performing loans. Indonesian government funding requirements to areas affected by the Asian tsunami in December 2004 and other natural disasters, as well as increasing oil prices, may increase the Indonesian government’s fiscal deficits. The annual inflation rate (measured by the year on year change in the consumer price index) was 3.4%, 3.0% and 3.6% in 2015, 2016 and 2017, respectively. Interest rates in Indonesia have also been volatile in recent years, which has had a material adverse impact on the ability of many Indonesian companies to service their existing indebtedness. The economic difficulties Indonesia faced during the Asian economic crisis that began in 1997 resulted in, among other things, significant volatility in interest rates, which had a material adverse impact on the ability of many Indonesian companies to

36 service their existing indebtedness. Although the policy rate set by Bank Indonesia has decreased significantly to 6.0% as of December 20, 2018 as compared to a peak of 70.8% in late July 1998 for one-month Bank Indonesia certificates, there can be no assurance that the benchmark interest rate will remain at this level or that it will not be subject to any increase in the future. In August 2016, Bank Indonesia announced the adoption of a new benchmark rate, the Bank Indonesia 7-day repo rate, and has subsequently reduced this rate by 100 basis point to 4.25% between August 2016 and September 2017. There can be no assurance that the recent improvement in economic conditions will continue or the previous adverse economic condition in Indonesia and the rest of the Asia Pacific region will not occur in the future. In particular, a loss of investor confidence in the financial systems of emerging and other markets, or other factors, may cause increased volatility in the international and Indonesian financial markets and inhibit or reverse the growth of the global economy and the Indonesian economy.

A continued and significant downturn in the global economy, including the Indonesian economy, could have a material adverse effect on the demand for residential and commercial property, and therefore, on our business, financial condition, results of operations and prospects. In addition, the general lack of available credit and lack of confidence in the financial markets associated with any market downturn could adversely affect our access to capital as well as our suppliers’ and customers’ access to capital, which in turn could adversely affect our ability to fund our working capital requirements and capital expenditures.

In particular, slowing global economic growth may adversely affect the operations of the Properties in our portfolio, thereby materially and adversely affecting the ability of the tenants of the Properties in our portfolio to make rental payments to us.

We are exposed to changes in fiscal policies in Indonesia We will be subject to Indonesian real estate laws, securities laws, tax laws, any applicable laws relating to foreign exchange and related policies and any unexpected changes to the same. There may be a negative impact on our investments located in Indonesia as a result of measures and policies adopted by the Indonesian government and regulatory authorities at national, provincial or local levels, including governmental control over property investments or the imposition of foreign exchange restrictions. Legal protection and recourse available to us in Indonesia may be limited.

The Indonesian legal system is subject to considerable discretion and uncertainty Indonesia’s legal system is a civil law system based on written statutes in which judicial and administrative decisions do not constitute binding precedent and are not systematically published. Indonesia’s commercial and civil laws are historically based on Dutch law as in effect prior to Indonesia’s independence in 1945, and some of these laws have not been revised to reflect the complexities of modern financial transactions and instruments. Indonesian courts may be unfamiliar with sophisticated commercial or financial transactions, leading to uncertainty in the interpretation and application of legal principles in Indonesia. The application of legal principles in Indonesia depends upon subjective criteria such as the good faith of the parties to the transaction and principles of public policy, the practical effect of which is difficult or impossible to predict. Indonesian judges have very broad fact-finding powers and a high level of discretion in relation to the manner in which those powers are exercised. As a result, the administration and enforcement of laws and regulations by Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion and uncertainty. For instance, Indonesian laws and regulations may impose certain obligations, such as the registration of deeds with the Company Registry Office, the failure to register may attract fines or imprisonment. However, in practice, certain of these laws and regulations may not be actively enforced, if at all, and this may result in a widespread practice of companies, including companies that we acquire, of not adhering to the strict requirements of the applicable law and regulation. In addition, Indonesian legal principles relating to the rights of debtors and creditors, or their practical implementation by Indonesian courts, may differ materially from those that would apply in other countries.

On December 8, 2014, the Supervisory Judge in proceedings before the Commercial Court of the Central Jakarta District Court determined that noteholders were not creditors of Bakrie Tel for purposes of its court-supervised debt restructuring, known as Bakrie Tel PKPU. Bakrie Tel, an Indonesian telecommunications company, is the guarantor of US$380.0 million of senior notes issued in 2010 and 2011 by a Singapore-incorporated special purpose vehicle that is a subsidiary of Bakrie Tel. The

37 proceeds from the offering of the notes were on-lent to Bakrie Tel pursuant to an intercompany loan agreement, which was guaranteed by Bakrie Tel and assigned to the noteholders as collateral. In its decision affirming the composition plan, the Commercial Court accepted the Supervisory Judge’s determination that the relevant creditor of Bakrie Tel in respect of the US$380.0 million notes was the issuer subsidiary, rather than the noteholders or the trustee, and gave no effect to the guarantee. As such, only the intercompany loan was recognized by the Commercial Court as indebtedness on which Bakrie Tel was liable for purposes of the Bakrie Tel PKPU. As a result, only the issuer subsidiary had standing as a Bakrie Tel creditor to vote in the Bakrie Tel PKPU proceedings, which substantially altered the terms of the US Dollar bonds and the guarantee.

Similar with the Bakrie Tel PKPU case, an Indonesian company, PT Trikomsel Oke Tbk (“Trikomsel”), in early 2016 was entered into a suspension of payment obligation (PKPU) under the Indonesia bankruptcy law regime. The PKPU administrators were reported to reject claims that arose from their two Singapore Dollar bonds and have taken the stance that the trustees do not have any standing to make claims on behalf of the bondholders. Further, they asserted that only individual bondholders that had filed claims on their own would be able to participate in the PKPU proceedings and to vote on the restructuring plan. On September 28, 2016, the PKPU process was settled between Trikomsel and its creditors through the establishment of a composition plan (rencana perdamaian) which was approved by certain bondholders, and then ratified by the Jakarta Commercial Court. Based on an announcement from Trikomsel, under the composition plan, the bondholders of the two Singapore Dollar bonds may be required to convert their bonds into new shares to be issued by Trikomsel, thereby extinguishing their bonds.

As a result, it may be more difficult for us to pursue a claim against the tenants of the Properties in Indonesia than it would be in other jurisdictions. This may adversely affect or eliminate entirely our ability to obtain and/or enforce a judgment against the tenants of the Properties in Indonesia.

Regional autonomy may adversely affect our business through imposition of local restrictions, taxes and levies Indonesia is a large and diverse nation covering a multitude of ethnicities, languages, traditions and customs. During the administration of former-President Soeharto, the Indonesian government controlled and exercised decision-making authorities in respect of almost all aspects of national and regional administration, including the allocation of revenues generated from extraction of national resources in various regions. This control led to a demand for greater regional autonomy, in particular with respect to the management of local economic and financial resources. In response to such demand, the Indonesian Parliament in 1999 passed Law No. 22 of 1999 on Regional Government (“Law No. 22/1999”) and Law No. 25 of 1999 on Fiscal Balance between the Central and the Regional Governments (“Law No. 25/1999”). Law No. 22/1999 has been revoked by Law No. 32 of 2004 on Regional Government, which was revoked by Law No. 23 of 2014 on Regional Government, which was further amended by the Law No. 2 of 2015 and Law No. 9 of 2015 Regional Government Autonomy (“Law No. 23/2014”). Further, the enactment of the Job Creation Law amends certain provisions under Law No. 23/2014. Meanwhile Law No. 25/1999 has been revoked and replaced by Law No. 33 of 2004 on the Fiscal Balance between the Central and the Regional Governments, respectively. Under these regional autonomy laws, regional autonomy was expected to give the regional governments greater powers and responsibilities over the use of “national assets” and to create a balanced and equitable financial relationship between central and regional governments. However, under the pretext of regional autonomy, certain regional governments have put in place various restrictions, taxes and levies which may differ from restrictions, taxes and levies put in by other regional governments and/or are in addition to restrictions, taxes and levies stipulated by the central government. Our business and operations are located throughout Indonesia and may be adversely affected by conflicting or additional restrictions, taxes and levies that may be imposed by the applicable regional authorities.

There are several material permits related to the Properties that are still in the process of being obtained or extended, and our business depends on the ability of our Properties to obtain, maintain and renew all necessary licenses and approvals. The obtaining of licenses is also dependent upon the regional government’s discretion Various permits or approvals from the central or regional government are needed for the operation of our Properties which include general corporate licenses and business licenses, among others

38 Shopping Center Business Licenses (Izin Usaha Pusat Perbelanjaan or “IUPP”), Trade Business License (Surat Izin Usaha Perdagangan or “SIUP”), Functional Feasibility Certificate (Sertifikat Laik Fungsi or “SLF”) and environmental licenses or permits. The Property Manager and/or property owner must obtain all the licenses, permits and approvals and extend the licenses, permits and approvals before expiration of the same. Currently, some of our retail malls have not obtained the relevant material licenses where we are currently in an extension or submission process which includes: (i) SLF of Plaza Medan Fair, (ii) Waste Water Disposal Permit (Izin Pembuangan Air Limbah or “IPAL”) and Hazardous Waste Storage Permit (lzin Penyimpanan Limbah) of Gajah Mada Plaza, (iii) Ground Water Extraction Permit of Lippo Mall Kemang, (iv) SLF of Bandung Indah Plaza, (v) SLF and Hazardous Waste Storage Permit (Izin Penyimpanan Limbah B) of Sun Plaza, (vi) SLF of Lippo Mall Semanggi (vii) IPAL and SLF of Lippo Mall Kuta, (viii) SLF of Palembang Icon, (ix) IUPP, SIUP, Hazardous Waste storage Permit (Izin Penyimpanan Limbah B3), IPAL, and Ground Water Extraction Permit of Lippo Mall Puri.

There is no guarantee that the property owner or Property Manager will be able obtain the licenses, permits or approvals needed to operate the properties in time, or at all. These licenses, permits and approvals are still in the process of being issued, extended or renewed. There are also other licenses or approvals from both the central and local government that may be needed in the future. Furthermore, there is no guarantee that the owner or manager of the property will not be sanctioned as a result of failure to obtain, extend or renew such required licenses. Failure to obtain, extend or renew the required license can result in the property owner or Property Manager being liable to sanctions such as temporary closure of the operation of the properties, fines, imprisonment or other administrative sanctions in accordance with applicable regulatory provisions. This could significantly affect our financial condition and performance. If the property owner or Property Manager fail to obtain, maintain, extend or renew any licenses, permits or approvals required by the central government or regional government, the performance of the properties, the value of portfolio and/or our ability to make interest payments to unitholders can also be materially and negatively affected.

Indonesia is located in an earthquake zone and is subject to significant geological risk The Indonesian archipelago is one of the most volcanically active regions in the world. Because it is located in the convergence zone of three major lithospheric plates, it is subject to significant seismic activity that can lead to destructive volcanoes, earthquakes and tsunamis, or tidal waves. In recent years, a number of natural disasters have occurred in Indonesia, including major earthquakes, which resulted in tsunamis and volcanic activity. In addition to these geological events, Indonesia has also been struck by other natural disasters such as heavy rain and flooding. All of the above resulted in loss of life, the displacement of large numbers of people and wide destruction of property. For example, in October 2010, an earthquake off the coast of western Sumatra released a tsunami on the Mentawai Islands. From October 26, 2010 to November 5, 2010, Mount Merapi, a volcano located in the border between Central Java and Yogyakarta, approximately 65 kilometers away from our production facilities, erupted a number of times, killing more than 380 people. In early February 2014, Mount Sinabung located on Sumatra Island, approximately 2,500 kilometers away from our production facilities, erupted, killing 15 people. Also, in February 2014, Mount Kelud located on East Java, approximately 200 kilometers from our production facilities, erupted, killing at least 4 people. Between December 2017 and February 2018, Mount Agung, located in Denpasar, erupted and in addition two earthquakes, each with a magnitude over 6.4, struck off the coast of Indonesia. On August 5, 2018, a 6.9 magnitude earthquake struck the island of Lombok, killing at least 563 people. On September 28, 2018, a 7.5 magnitude earthquake struck Central Sulawesi, causing a tsunami to strike the provincial capital of Palu. The combined effects of the earthquake and tsunami led to the deaths of at least 2,100 people. On December 22, 2018, the partial collapse of Anak Krakatau Volcano in Indonesia caused an undersea landslide, triggering a significant tsunami event which affected two provinces of Banten and Lampung. The tsunami led to extensive damage along the coastal areas, killing at least 430 people. Approximately, 2,000 homes were damaged and 22,000 individuals were displaced. On January 14, 2021, a 6.2 magnitude earthquake hit Sulawesi, leading to the deaths of at least 42 people and displacing more than 15,000. Flash floods occurred throughout the Indonesian capital of Jakarta and its metropolitan area on January 1, 2020. While heavy rains overwhelm Jakarta almost every year, this flood was severe as it submerged a dozen districts in greater Jakarta and caused landslides, leading to the deaths of at least 67 people. Nearly 400,000 people were also made homeless by these floods. These earthquakes, floods, tsunamis and volcanic eruptions resulted in significant loss of life and injury and widespread destruction of property.

39 While recent seismic events and meteorological occurrences have not had a significant economic impact on Indonesian capital markets, the Indonesian government has had to spend significant amounts on emergency aid and resettlement efforts. Most of these costs have been underwritten by foreign governments and international aid agencies. However, there can be no assurance that such aid will continue to be forthcoming, or that it will be delivered to recipients on a timely basis. If the Indonesian government is unable to timely deliver foreign aid to affected communities, political and social unrest could result. Additionally, recovery and relief efforts are likely to continue to impose a strain on the Indonesian government’s finances, and may affect its ability to meet its obligations on its sovereign debt. Any such failure on the part of the Government, or declaration by it of a moratorium on its sovereign debt, could trigger an event of default under numerous private-sector borrowings, including ours, thereby materially and adversely affecting our business, financial condition, results of operations and prospects.

There can be no assurance that future geological occurrences will not significantly impact the operations of the properties in our portfolio. A significant earthquake or other geological disturbance in any of Indonesia’s more populated cities and financial centers could severely disrupt the Indonesian economy and the operations of the properties in our portfolio, thereby materially and adversely affecting the ability of the tenants of the properties in our portfolio to make rental payments to us.

Labor activism and unrest may materially and adversely affect the Properties Laws and regulations that facilitate the formation of labor unions, combined with weak economic conditions, have in the past resulted, and may in the future result, in labor unrest and activism in Indonesia. A labor union law passed in 2000 permits employees to form unions without intervention from their employers, government, a political party and any other party. The Law No 13 of 2013 on Employment (“Law No. 13/2003”) as partially revoked and amended by the Job Creation Law (“Employment Law”) sets out the amount of mandatory severance, service and compensation payments payable to terminated employees. The Employment Law requires implementation of regulations that may substantially affect labor regulations in Indonesia. The Job Creation Law revokes the rights of employees who voluntarily resign for unclaimed annual leave, relocation expenses (if any), housing expenses, medical expenses, service payments, severance pay and other expenses which were previously stipulated under Law No. 13/2003. The Employment Law requires companies with 50 or more employees to form bilateral forums consisting of both employers and employees, and the participation of more than half of a company’s employees in order for a collective labor agreement to be negotiated and creates procedures that are more permissive to the staging of strikes. Although several labor unions challenged the Employment Law on constitutional grounds, the Indonesian Constitutional Court declared it valid, except for certain provisions, among others, (i) the procedures for termination of employment of an employee who commits a serious mistake, (ii) criminal sanctions against an employee who instigates or participates in an illegal labor strike whether in the form of imprisonment or monetary penalty, (iii) for labor unions in companies which have more than one labor union, the need for more than 50% employee representation before such labor unions are eligible to conduct negotiations with the employer and (iv) the ability to have outsourcing arrangements with fixed term employment contracts that do not contain provisions that protect outsourced employees upon the replacement of the outsourcing company in which case the Company may not be able to rely on certain provisions of the Employment Law.

Labor unrest and activism in Indonesia could disrupt operations of the Properties in our portfolio, and thus could materially and adversely affect the ability of the tenants of the Properties in the portfolio to make rental payments to us.

Downgrades of credit ratings of the Indonesian government or Indonesian companies could adversely affect our business Certain recognized statistical rating organizations, including Moody’s, S&P and Fitch, have previously downgraded Indonesia’s sovereign rating and the credit ratings of various credit instruments of the Indonesian government and a large number of Indonesian banks and other companies. Indonesia’s sovereign foreign currency long-term debt now is rated as investment grade by Moody’s, S&P and Fitch but there is no assurance as to future performance and ratings. Any future ratings downgrade could have an adverse impact on liquidity in the Indonesian financial markets, the ability of the Indonesian government and Indonesian companies, including us, to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. Interest rates

40 on any floating rate Rupiah-denominated debt that we may have in the future would also likely increase. Such events could have material adverse effects on our business, financial condition, results of operations and prospects.

Risks Relating to the Notes and the Guarantee The Indenture, the indenture governing the Existing Notes (the “Existing Notes Indenture”) and the other documentation relating to the Notes, the Existing Notes and the Guarantee and the guarantee relating to the Existing Notes (the “Existing Notes Guarantee”) will contain covenants limiting our financial and operating flexibility Covenants contained in the Indenture, the Existing Notes Indenture and other documentation relating to the Notes, the Existing Notes, the Guarantee and the Existing Notes Guarantee will restrict the ability of the Issuer, the Guarantor, and any Restricted Subsidiary (as defined in “Description of the Notes”) to, among other things:

Š incur or guarantee additional indebtedness and issue certain Capital Stock (as defined in “Description of the Notes”);

Š create or incur certain liens;

Š make certain payments, including dividends or other distributions, with respect to the shares of the Guarantor, or the Restricted Subsidiaries;

Š prepay or redeem subordinated debt or equity;

Š make certain investments;

Š create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to the Guarantor or any of the Restricted Subsidiaries;

Š sell, lease or transfer certain assets, including stock of Restricted Subsidiaries;

Š enter into sale and leaseback transactions;

Š engage in certain transactions with affiliates;

Š enter into unrelated businesses; and

Š consolidate or merge with other entities.

All of these covenants are subject to the limitations, exceptions and qualifications described in “Description of the Notes — Certain Covenants.” These covenants could limit our ability to pursue our growth plan, restrict our flexibility in planning for, or reacting to, changes in our business and industry, and increase our vulnerability to general adverse economic and industry conditions. We may also enter into additional financing arrangements in the future, which could further restrict our flexibility.

Any defaults of covenants contained in the Notes and the Existing Notes may lead to an event of default under the Notes, the Existing Notes, the Indenture and the Existing Notes Indenture and may lead to cross-defaults under our other indebtedness. Acceleration or certain defaults under our other indebtedness may also result in an event of default under the Indenture and the Existing Notes Indenture and all outstanding obligations under such indebtedness or the Notes and the Existing Notes may immediately become due and payable. No assurance can be given that the Issuer or the Guarantor will be able to pay any amounts due to the lenders under such indebtedness or to holders of the Notes in the event of such acceleration, and any such acceleration may significantly impair the Issuer’s ability to pay, when due, the interest of and principal on the Notes and the Guarantor’s ability to satisfy its respective obligations under the Guarantee and we could be forced into bankruptcy or liquidation.

In this regard, in December 2020, as a result of the ongoing disruptions caused by the COVID-19 pandemic in Indonesia, the Manager pre-emptively sought and obtained time bound waivers in respect of certain financial covenants relating to our interest coverage ratios under certain term loan facilities. See “Description of Indebtedness” for more information.

41 Substantial leverage and debt service obligations could adversely affect our business and prevent the Issuer and the Guarantor from fulfilling obligations under the Notes and the Guarantee Although the Indenture governing the Notes and the Existing Notes Indenture contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and any indebtedness incurred in compliance with these restrictions could be substantial. For a summary of our existing indebtedness as of the date of this offering, see “Description of Indebtedness.” The degree to which we will be leveraged in the future, on a consolidated basis, could have important consequences for the Noteholders, including, but not limited to:

Š making it more difficult for the Issuer or the Guarantor to satisfy its or their respective obligations with respect to the Notes or the Guarantee, as applicable;

Š increasing vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;

Š requiring the dedication of a substantial portion of cash flow from operations to the payment of principal of, and interest on, our consolidated indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes;

Š limiting flexibility in planning for, or reacting to, changes in our business, the competitive environment and the industries in which we operate;

Š placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged; and

Š limiting our ability to borrow additional funds and increasing the cost of any such borrowing.

Any of these or other consequences or events could materially and adversely affect the Issuer’s or the Guarantor’s ability to satisfy debt obligations, including the Notes and the Guarantee.

Further, if the Issuer or the Guarantor is unable to comply with the restrictions and covenants in such other debt obligations and other agreements (if any), there could be a default under the terms of these agreements. In the event of a default under these agreements, the holders of the debt could terminate their commitments to lend to the Issuer or the Guarantor, accelerate repayment of the debt, declare all amounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, those debt agreements may contain cross-acceleration or cross-default provisions. As a result, the default by the Issuer or the Guarantor under one debt agreement may cause the acceleration of repayment of debt, including the Notes, or result in a default under its other debt agreements. If any of these events occur, there can be no assurance that there would be sufficient assets and cash flows to repay in full all of the indebtedness of the Issuer or the Guarantor, or that it would be able to find alternative financing. Even if the Issuer or the Guarantor could obtain alternative financing, there can be no assurance that it would be on terms that are favorable or acceptable to the Issuer or the Guarantor.

We may incur additional indebtedness, which could further exacerbate the risks under “The Indenture, the indenture governing the Existing Notes (the “Existing Notes Indenture”) and the other documentation relating to the Notes, the Existing Notes and the Guarantee and the guarantee relating to the Existing Notes (the “Existing Notes Guarantee”) will contain covenants limiting our financial and operating flexibility” As of September 30, 2020, on a consolidated basis, we had S$696.2 million (US$508.5 million) of total current and non-current debt outstanding. Subject to restrictions in the Indenture governing the Notes and the Existing Notes Indenture, we may incur additional indebtedness, which could increase the risks associated with our existing indebtedness. If we incur any additional indebtedness that ranks equally with the Notes and the Guarantee, the relevant creditors will be entitled to share ratably with the holders of the Notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of the Issuer or Guarantor. This may have the effect of

42 reducing the amount of proceeds paid to the holders of the Notes. Covenants in agreements governing debt that we may incur in the future may also materially restrict our operations, including our ability to incur debt, pay dividends, make certain investments and payments, and encumber or dispose of assets. In addition, we could be in default of financial covenants contained in agreements relating to our future debt in the event that our results of operations do not meet any of the terms in the covenants, including the financial thresholds or ratios. A default under one debt instrument may also trigger cross-defaults under other debt instruments. An event of default under any debt instrument, if not cured or waived, could have a material adverse effect on us.

We may not be able to generate sufficient cash flows to meet our debt service obligations Our ability to make scheduled payments on, or to refinance our obligations with respect to, our current and future indebtedness, including the Notes, will depend on our financial and operating performance, which in turn will be affected by general economic conditions and by financial, competitive, regulatory and other factors beyond our control. We may not generate sufficient cash flow from our operations and future sources of capital may not be available to us in an amount sufficient to enable us to service our indebtedness, including the Notes, or to fund our other liquidity needs. If we are unable to generate sufficient cash flow and capital resources to satisfy our debt obligations or other liquidity needs, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. In particular, we are not required to maintain a sinking fund or otherwise accumulate cash for the purpose of repaying the Notes and we anticipate that we will be required to incur additional indebtedness to repay the Notes due at maturity. There is no assurance that any refinancing would be possible, that any assets could be sold or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets to meet our debt service and other obligations. Other credit facilities, the Indenture governing the Notes and the Existing Notes Indenture will restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms and in a timely manner, would materially and adversely affect our financial condition and results of operations and the Issuer’s ability to satisfy its obligations under the Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Description of the Notes.”

The Issuer and the Guarantor may not have the ability to raise the funds necessary to finance an offer to repurchase the Notes upon the occurrence of certain events constituting a Change of Control Triggering Event as required by the Indenture governing the Notes Upon the occurrence of a Change of Control Triggering Event (as defined in “Description of the Notes”), the Issuer or the Guarantor must make an offer to repurchase all outstanding Notes. Pursuant to this offer, the Issuer or the Guarantor must repurchase the outstanding Notes at 101% of their principal amount plus accrued and unpaid interest, if any, and Additional Amounts (as defined in “Description of the Notes”), if any, to (but not including) the Offer to Purchase Payment Date (as defined in “Description of the Notes”). See “Description of the Notes — Repurchase of Notes Upon a Change of Control Triggering Event.” However, the Issuer and the Guarantor may not have enough available funds at the time of the occurrence of the Change of Control Triggering Event to pay the purchase price of the tendered outstanding Notes. The Issuer’s and the Guarantor’s failure to make the offer to repurchase or repurchase tendered Notes would constitute an Event of Default (as defined in the Indenture). This Event of Default may, in turn, constitute an event of default under other indebtedness, any of which could cause such other indebtedness to be accelerated after any applicable notice or grace periods. If such other debt were accelerated, we may not have sufficient funds to repurchase the Notes and repay the debt.

In addition, the definition of Change of Control Triggering Event for purposes of the Indenture governing the Notes does not necessarily afford protection for the holders of the Notes in the event of the Issuer or the Guarantor entering into certain highly leveraged transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the Indenture but that could increase the amount of debt outstanding at such time or otherwise

43 affect our capital structure or credit ratings. The definition of Change of Control Triggering Event for purposes of the Indenture also includes a phrase relating to the sale of “all or substantially all” of our properties or assets and our Restricted Subsidiaries (as defined in “Description of the Notes”) taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition under applicable law. Accordingly, the Issuer’s and the Guarantor’s obligation to make an offer to repurchase the Notes, and the ability of a holder of Notes to require us to repurchase the Notes pursuant to the offer as a result of a transaction that could increase our indebtedness and/or affect our capital structure or credit ratings or a sale of less than all of our assets, may be uncertain.

The ratings assigned to the Notes may be lowered or withdrawn The ratings assigned to the Notes may be lowered or withdrawn entirely in the future. The Notes are expected to be rated “B1” by Moody’s and “BB-” by Fitch. The ratings represent the opinions of the rating agencies and their assessment of the ability of each of the Issuer and the Guarantor to perform their respective obligations under the terms of the Notes and the Guarantee and credit risks in determining the likelihood that payments will be made when due under the Notes. The ratings may not reflect the potential impact of all risks relating to structure, market and other factors that may affect the value of the Notes. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. No assurances can be given that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by the relevant rating agency if in its judgment circumstances in the future so warrant. We have no obligation to inform holders of the Notes of any such revision, downgrade or withdrawal. In addition, we cannot assure you that rating agencies other than Moody’s and Fitch would not rate the Notes differently. A suspension, reduction or withdrawal at any time of the rating assigned to the Notes or the assignment by a rating agency other than Moody’s and Fitch of a rating of the Notes lower than those provided may adversely affect the market price of the Notes.

The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

Š have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Memorandum;

Š have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio;

Š have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, or where the currency for principal or interest payments is different from the potential investor’s currency;

Š understand thoroughly the terms of the Notes and be familiar with the behavior of any relevant indices and financial markets; and

Š be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Additionally, the investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its own legal adviser to determine whether and to what extent: (1) the Notes are legal instruments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase of the Notes.

Claims of the secured creditors of the Issuer and the Guarantor will have priority with respect to their security over the claims of unsecured creditors, such as the holders of the Notes, to the extent of the value of the assets securing such indebtedness Claims of the secured creditors of the Issuer and the Guarantor will have priority with respect to the assets securing their indebtedness over the claims of holders of the Notes. Therefore, the Notes and

44 the Guarantee will be effectively subordinated to any secured indebtedness and other secured obligations of the Issuer and the Guarantor to the extent of the value of the assets securing such indebtedness or other obligations. In the event of any foreclosure, dissolution, winding up, liquidation, reorganization, administration or other bankruptcy or insolvency proceeding of the Issuer or the Guarantor, to the extent at such time it has secured obligations, holders of secured indebtedness will have prior claims to the assets of the Issuer and the Guarantor that constitute their collateral. The holders of the Notes will participate ratably with all holders of the unsecured indebtedness of the Issuer and the Guarantor, and potentially with all of their other general creditors, based upon the respective amounts owed to each holder or creditor, in the remaining assets of the Issuer and Guarantor. In the event that any of the secured indebtedness of the Issuer or the Guarantor becomes due or the creditors thereunder proceed against the assets that secure such indebtedness, the Issuer’s and Guarantor’s assets remaining after repayment of that secured indebtedness may not be sufficient to repay all amounts owing in respect of the Notes and the Guarantee. As a result, holders of the Notes may receive less than holders of secured indebtedness of the Issuer or the Guarantor.

Payments in respect of the Notes and the Guarantee will be structurally subordinated to all existing and future indebtedness and other liabilities of the Guarantor’s existing and future subsidiaries, and effectively subordinated to the Guarantor’s secured debt to the extent of the value of the collateral securing such indebtedness The Guarantee and obligations under the Notes will be structurally subordinated to any debt and other liabilities and commitments of the Guarantor’s existing and future subsidiaries, whether or not secured. The Guarantor’s obligations under the Guarantee will not be guaranteed by any of the Guarantor’s subsidiaries, and the Guarantor’s ability to make payments under the Guarantee depends partly on the receipt of dividends, distributions, interest or advances from its subsidiaries. See “Risk Factors — Risks Relating to the Notes and the Guarantee — Our ability to make payments under the Notes and the Guarantee partly depends on distributions from the subsidiaries, which may be subject to restrictions on the payment of dividends and repayment of advances to us.” As a result, our payment obligations under the Notes and the Guarantee will be effectively subordinated to all existing and future obligations of our subsidiaries and all claims of creditors of our non-guarantor subsidiaries will have priority as to the assets of such entities over our claims and those of our creditors, including holders of the Notes.

Our ability to make payments under the Notes and the Guarantee partly depends on distributions from the subsidiaries, which may be subject to restrictions on the payment of dividends and repayment of advances to us Our ability to make payments under the Notes and the Guarantor’s ability to satisfy its obligations under the Guarantee partly depend on our receipt of dividends, distributions, interest or advances from our subsidiaries. The ability of our subsidiaries to pay dividends to us may be subject to their respective articles of association, applicable laws and regulations restricting such distribution. The outstanding indebtedness of our subsidiaries may also contain covenants restricting their ability to pay dividends in certain circumstances.

As a result of the foregoing, we may not have sufficient cash flow from dividends or advances from our subsidiaries to satisfy our obligations under the Notes.

An active trading market for the Notes may not develop, particularly if the Notes are allocated to a limited group of investors The Notes are a new issue of securities for which there is currently no trading market. There can be no assurance as to the liquidity of the Notes or that an active trading market will develop or as to liquidity or sustainability of any such market, the ability of holders to sell their Notes or the price at which holders will be able to sell their Notes. If the Notes are allocated to a limited group of investors, and a limited number of investors hold a material or significant proportion of the Notes, liquidity will be restricted and the development of a liquid trading market for the Notes will be affected. If a market does develop, it may not be liquid and the Notes could trade at prices that may be higher or lower than the initial issue price depending on many factors, including prevailing interest rates, our operations and the market for similar securities. The Joint Lead Managers are not obligated to make a market in the Notes and any such market making, if commenced, may be discontinued at any time at the sole discretion of the Joint Lead Managers. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary

45 market. Although approval-in principle has been obtained for the listing and quotation of the Notes on the SGX-ST, no assurance can be given as to the liquidity of, or trading market for, the Notes. A lack of liquidity may result in investors suffering losses on the Notes in secondary resales even if there is no decline in the performance of our assets. It is not possible to predict which of these circumstances will change and whether, if and when they do change, there will be a more liquid market for the Notes and instruments similar to the Notes at that time. In addition, the Notes are being offered pursuant to exemptions from registration under the Securities Act and, as a result, investors will only be able to resell their Notes in transactions that have been registered under the Securities Act or in transactions not subject to or exempt from registration under the Securities Act.

The liquidity and price of the Notes following this offering may be volatile If an active trading market for the Notes were to develop, the price and trading volume of the Notes may be highly volatile. Factors such as variations in our revenues, earnings and cash flows, proposals of new investments, strategic joint operations and/or acquisitions, interest rates, changes in the industry that we operate and competition and general economic conditions could cause the price of the Notes to change. Any such developments may result in large and sudden changes in the volume and price at which the Notes will trade. There can be no assurance that these developments will not occur in the future.

Investors in the Notes may be subject to foreign exchange risks The Notes are denominated and payable in US Dollars. An investor who measures investment returns by reference to a currency other than the US Dollar would be subject to foreign exchange risks by virtue of an investment in the Notes, due to, among other things, economic, political and other factors over which neither the Issuer nor the Guarantor has any control. Depreciation of the US Dollar against such currency could cause a decrease in the effective yield of the Notes below their stated coupon rate and could result in a loss when the return on the Notes is translated into such currency. In addition, there may be tax consequences for investors as a result of any foreign currency gains resulting from any investment in the Notes.

Changes in interest rates may have an adverse effect on the price of the Notes Investment in the Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Notes and Noteholders may suffer unforeseen losses due to fluctuations in interest rates. Generally, a rise in interest rates may cause a fall in the prices of the Notes, resulting in a capital loss for the Noteholders. However, the Noteholders may reinvest the interest payments at higher prevailing interest rates. Conversely, when interest rates fall, the prices of the Notes may rise. The Noteholders may enjoy a capital gain but interest payments received may be reinvested at lower prevailing interest rates.

Developments in other markets may adversely affect the market price of the Notes The market price of the Notes may be adversely affected by declines in the international financial markets and world economic conditions. The market for the Notes is, to varying degrees, influenced by economic and market conditions in other markets, especially those in Asia. Although economic conditions are different in each country, investors’ reactions to developments in one country can affect the securities markets and the securities of issuers in other countries. Since the subprime mortgage crisis in 2008, the international financial markets have experienced significant volatility. If similar developments occur in the international financial markets in the future, the market price of the Notes could be adversely affected.

The Notes are subject to optional redemption by the Issuer and may have a lower market value than notes that cannot be redeemed The Issuer has the option to redeem the Notes, in whole but not in part, at the price as described under “Description of the Notes — Optional Redemption” at any time. While such optional redemption will be at a make-whole price as described under “Description of the Notes — Optional Redemption”, it may still have an effect of limiting the market value of the Notes, and the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. The Issuer may be expected to redeem the Notes when its cost of borrowing (taking into account costs of exercising such optional redemption) is lower than its costs under the Notes. At those times, the investors may not be able to reinvest the redemption proceeds at an effective interest rate to achieve the returns the

46 investors would have been able to achieve had there been no redemption. The investors should consider reinvestment risk in light of other investments available at that time.

Limited recourse to the Guarantor Noteholders should note that under the terms of the Guarantee and the Notes, Noteholders shall only have recourse in respect of the Guarantee and/or the Notes, as the case may be, to the assets comprised in LMIR Trust which the Guarantor has recourse to under the LMIRT Trust Deed and not to the Guarantor personally nor any other properties held by the Guarantor as trustee of any trust (other than LMIR Trust). Further, Noteholders do not have direct access to the assets comprised in LMIR Trust but can only gain access to such assets through the Guarantor and, if necessary, seek to subrogate to the Guarantor’s right to indemnity out of such assets and, accordingly, any claim of the Noteholders to the assets comprised in LMIR Trust is derivative in nature. A Noteholder’s right of subrogation, therefore, could be limited by the Guarantor’s right of indemnity under the LMIRT Trust Deed. Noteholders should also note that such right of indemnity of the Guarantor may be limited or lost through fraud, gross negligence, willful default, breach of trust or breach of the LMIRT Trust Deed.

The Issuer may not be able to redeem the Notes upon the due date for redemption thereof The Issuer may, and at maturity will, be required to redeem all of the Notes. If such an event were to occur, the Issuer may not have sufficient cash in hand and may not be able to arrange financing to redeem the Notes in time, or on acceptable terms, or at all. The ability to redeem such Notes in such event may also be limited by the terms of other debt instruments. The Issuer’s failure to repay, repurchase or redeem the Notes could constitute an event of default under the Notes, which may also constitute a default under the terms of the Issuer’s other indebtedness (if any).

We may issue additional notes in the future We may, from time to time, and without prior consultation with the Noteholders create and issue further notes or otherwise raise additional capital through such means and in such manner as we may consider necessary. There can be no assurance that such future issuance or capital raising activity will not adversely affect the market price of the Notes.

The Notes will be represented by a Global Certificate and holders of a beneficial interest in the Global Certificate must rely on the procedures of the relevant Clearing System(s) The Notes will be represented by a Global Certificate which will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg (each a ‘‘Clearing System’’). Except in the limited circumstances described in the Global Certificate, investors will not be entitled to receive definitive certificates representing the Notes. The Clearing System(s) will maintain records of the beneficial interests in the Global Certificate. While the Notes are represented by the Global Certificate, investors will be able to trade their beneficial interests only through the Clearing Systems.

While the Notes are represented by the Global Certificate, the Issuer, or failing which, the Guarantor will discharge its payment obligations under the Notes by making payments to the Clearing System for distribution to their account holders. A holder of a beneficial interest in the Global Certificate must rely on the procedures of the Clearing System(s) to receive payments under the Notes. Neither the Issuer nor the Guarantor has any responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Certificate.

Holders of beneficial interests in the Global Certificate will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the Clearing System(s) to appoint appropriate proxies. Similarly, holders of beneficial interests in the Global Certificate will not have a direct right under the Global Certificate to take enforcement action against the Issuer or the Guarantor in the event of a default under the Notes but will have to rely upon their rights under the Indenture.

The Trustee may request the Noteholders to provide an indemnity and/or security and/or prefunding to its satisfaction In certain circumstances, including, without limitation, the giving of notice to the Issuer and taking enforcement steps as prescribed under “Description of the Notes — Events of Default”, the Trustee may, at its sole discretion, request the Noteholders to provide an indemnity and/or security and/or

47 prefunding to its satisfaction before it takes actions on behalf of the Noteholders. The Trustee shall not be obliged to take any such actions if not indemnified and/or secured and/or prefunded to its satisfaction.

Negotiating and agreeing to an indemnity and/or security and/or prefunding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security or prefunding to it, in breach of the terms of the Indenture or the covenants under “Description of the Notes” and in such circumstances, or where there is uncertainty or dispute as to the applicable laws or regulations, to the extent permitted by the agreements and the applicable law, it will be for the holders of the Notes to take such actions directly.

Enforcing your rights under the Notes across multiple jurisdictions may prove difficult The Issuer is incorporated under the laws of Singapore. The Notes and the Indenture will be governed by the laws of the State of New York. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in Singapore and the United States. Such multi-jurisdictional proceedings are complex, may be costly for creditors and otherwise may result in greater uncertainty and delay regarding the enforcement of your rights.

Your rights under the Notes will be subject to the insolvency and administrative laws of several jurisdictions and there can be no assurance that you will be able to effectively enforce your rights in such complex multiple bankruptcy, insolvency or similar proceedings. In addition, the bankruptcy, insolvency, administrative and other laws of Singapore and the United States may be materially different from, or be in conflict with, each other and those with which you may be familiar, including in the areas of rights of creditors, priority of governmental and other creditors, ability to obtain post- petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction’s laws should apply and could adversely affect your ability to enforce your rights under the Notes in the relevant jurisdictions or limit any amounts that you may receive.

Many of the covenants in the Indenture will be suspended if the Notes are rated investment grade by both Moody’s and Fitch and, if one of Moody’s or Fitch does not make a rating of the Notes publicly available, an internationally recognized rating agency selected by the Guarantor which is substituted for either Moody’s or Fitch, as the case may be Many of the covenants in the Indenture will be suspended if the Notes are rated investment grade with a stable outlook by both Moody’s and Fitch and, if one of Moody’s or Fitch does not make a rating of the Notes publicly available, an internationally recognized rating agency selected by the Guarantor which is substituted for either Moody’s or Fitch, as the case may be, provided at such time no Default under the Indenture has occurred and is continuing. There can be no assurance that the Notes will ever be rated investment grade, or if they are rated investment grade, that the Notes will maintain such ratings. If on any date following the Issue Date the Notes are assigned an investment grade rating from both Moody’s and Fitch and, if one of Moody’s or Fitch does not make a rating of the Notes publicly available, an internationally recognized rating agency selected by the Guarantor which is substituted for either Moody’s or Fitch, as the case may be, and no Default shall have occurred and be continuing, then the following provisions of the Indenture will not apply to the Notes: “Description of the Notes — Certain Covenants — Limitation on Indebtedness and Preferred Stock”; “— Limitation on Restricted Payments”; “— Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries”; “—Limitation on Sales and Issuances of Capital Stock of Restricted Subsidiaries”; “— Limitation on Sale and Leaseback Transactions”; “— Limitation on Issuances of Guarantees by Restricted Subsidiaries”; “— Limitation on Asset Sales”; “— Limitation on Transactions with Affiliates”; and clause (d) summarized under “— Consolidation, Merger and Sale of Assets”.

If and while the Guarantor and the Restricted Subsidiaries are not subject to these suspended covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Guarantor and the Restricted Subsidiaries are not subject to these suspended covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date one or both of the rating agencies withdraw their investment grade rating or downgrade the rating assigned to the Notes below an investment grade rating, then the Guarantor and the Restricted Subsidiaries will thereafter again be subject to these suspended covenants under the Indenture with respect to future events.

48 Notwithstanding the foregoing, in the event of any such reinstatement, reinstated covenants will not be of any effect with regard to actions of the Guarantor or any Restricted Subsidiary properly taken in compliance with the provisions of the Indenture during the continuance of the Suspension Period, and following reinstatement (1) the calculations under the covenant summarized under “— Certain Covenants — Limitation on Restricted Payments” will be made as if such covenant had been in effect since the date of the Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (2)(b) of the covenant summarized under “Description of the Notes — Certain Covenants — Limitation on Indebtedness and Preferred Stock” Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at to the amount in effect at the beginning of the Suspension Period. Capitalized terms used in this risk factor have the meanings given to them under “Description of the Notes”. See “Description of the Notes — Certain Covenants — Suspension of Certain Covenants when Notes are Rated Investment Grade”.

We will follow the applicable corporate disclosure standards for debt securities listed on the SGX-ST, and as such, standards may be different from those applicable to debt securities listed in certain other countries We will be subject to reporting obligations in respect of the Notes to be listed on the SGX-ST. The disclosure standards imposed by the SGX-ST may be different than those imposed by securities exchanges in other countries or regions. As a result, the level of information that is available in these countries may not correspond to what investors in the Notes are accustomed to.

Singapore taxation risk The Notes to be issued are intended to be “qualifying debt securities” for the purposes of the ITA, subject to the fulfillment of certain conditions more particularly described in the section “Taxation — Singapore Taxation”.

However, there is no assurance that the Notes will continue to enjoy the tax concessions in connection therewith should the relevant tax laws be amended or revoked at any time.

Application of Singapore insolvency and related laws to the Issuer and the Guarantor may result in a material and adverse effect on the Noteholders There can be no assurance that the Issuer and/or the Guarantor will not become bankrupt, unable to pay its debts or insolvent, or the subject of judicial management, schemes of arrangement, winding-up or liquidation orders or other insolvency related proceedings or procedures. If the Issuer and/or the Guarantor or any creditor were to commence such proceedings under any applicable Singapore insolvency or related laws, this could result in a material and adverse effect on the Noteholders. Without being exhaustive, below are some matters that could have a material and adverse effect on the Noteholders.

Where the Issuer and/or the Guarantor is insolvent or close to insolvent and the Issuer and/or the Guarantor undergoes certain insolvency procedures, there may be a moratorium against actions and proceedings which may apply in the case of judicial management, schemes of arrangement and/or winding-up in relation to the Issuer and/or the Guarantor. It may also be possible that if a company related to the Issuer and/or the Guarantor proposes a creditor scheme of arrangement and obtains an order for a moratorium, the Issuer and/or the Guarantor may also seek a moratorium even if the Issuer and/or the Guarantor is not in itself proposing a scheme of arrangement. These moratoriums can be lifted with court permission and in the case of judicial management, with the consent of the judicial manager or with court permission. Accordingly, if for instance there is any need for the Trustee to bring an action against the Issuer and/or the Guarantor, the need to obtain court permission or the judicial manager’s consent may result in delays in being able to bring or continue legal proceedings that may be necessary in the process of recovery.

Further, Noteholders may be made subject to a binding scheme of arrangement where the majority in number representing 75.0% in value of creditors and the court approve such scheme. In respect of company-initiated creditor schemes of arrangement, recent amendments to the Companies Act, Chapter 50 of Singapore (the “Companies Act”) in 2017 have introduced cram-down provisions for where there is a dissenting class of creditors. The court may notwithstanding a single class of

49 dissenting creditors approve a scheme provided an overall majority in number representing 75.0% in value of the creditors meant to be bound by the scheme have agreed to it and provided that the scheme does not unfairly discriminate and is fair and equitable to each dissenting class and the court is of the view that it is appropriate to approve the scheme. In such scenarios, Noteholders may be bound by a scheme of arrangement to which they may have dissented.

The Insolvency, Restructuring and Dissolution Act 2018 (“IRD Act”) was passed in Parliament of Singapore on October 1, 2018 came into and force on July 30, 2020. The IRD Act includes a prohibition against terminating, amending or claiming an accelerated payment or forfeiture of the term under, any agreement (including a security agreement) with a company that commences certain insolvency or rescue proceedings (and before the conclusion of such proceedings), by reason only that the proceedings are commenced or that the company is insolvent. This prohibition is not expected to apply to any contract or agreement that is, or that is directly connected with, a debenture. However, it may apply to related contracts that are not found to be directly connected with the Notes.

50 USE OF PROCEEDS

The gross proceeds from this offering will be US$ . We intend to use the gross proceeds from the offering of the Notes (i) to refinance our S$175.0 million term loan facility due in August 2021 (together with cash on hand); (ii) for working capital purposes; and (iii) to pay transaction fees and expenses in relation to the Offering. See “Description of Indebtedness.”

51 EXCHANGE RATES AND EXCHANGE CONTROLS

The majority of our revenues are denominated in Rupiah. Our expenses are primarily denominated in Rupiah and we do have some expenses in Singapore Dollars. Our financial results are reported in Singapore Dollars. Any appreciation or depreciation of the Rupiah against the Singapore Dollar will likely affect our financial condition and results of operations. In addition, the Notes are denominated in U.S. Dollars and any depreciation of the Singapore Dollar against the U.S. Dollar will affect our results of operations as a result of the payment of interest and principal. See “Risk Factors — Fluctuations in the value of the Rupiah may materially and adversely affect the operations of the Properties in our portfolio, thereby materially and adversely affecting the ability of the tenants of the Properties in our portfolio to make rental payments to us.”

Rupiah to Singapore Dollar Exchange Rate Information Bank Indonesia is the sole issuer of Rupiah and is responsible for maintaining the stability of the Rupiah. Since 1970, Indonesia has implemented three exchange rate systems: (i) a fixed rate between 1970 and 1978, (ii) a managed floating exchange rate system between 1978 and 1997, and (iii) a free floating exchange rate system since August 14, 1997. Under the second system, Bank Indonesia maintained stability of the Rupiah through a trading band policy, pursuant to which Bank Indonesia would enter the foreign currency market and buy or sell Rupiah, as required, when trading in the Rupiah exceeded bid and offer prices announced by Bank Indonesia on a daily basis. On August 14, 1997, Bank Indonesia terminated the trading band policy and permitted the exchange rate of the Rupiah to float without an announced level at which it would intervene, which resulted in a substantial subsequent decrease in the value of the Rupiah relative to the Singapore Dollar. Under the current system, the exchange rate of the Rupiah is determined solely by the market, reflecting the interaction of supply and demand in the market. Bank Indonesia may take measures, however, to maintain a stable exchange rate.

The following table sets forth information on the exchange rates between the Rupiah and Singapore Dollars based on the middle exchange rate on the last day of each month during the year indicated. The Rupiah middle exchange rate is calculated based on Bank Indonesia’s buying and selling rates.

Middle Exchange Rates High Low Average At Period End (Rp per S$) 2015 ...... 10,274,45 9,338.37 9,759.63 9,751.19 2016 ...... 9,873.82 9,298.92 9,640.16 9,298.92 2017 ...... 10,133.53 9,402.12 9,740.59 10,133.53 2018 ...... 10,989.08 10,222.55 10,566.93 10,602.97 2019 ...... 10,507.15 10,234.24 10,363.67 10,320.74 2020 September ...... 10,958.33 10,773.67 10,874.21 10,909.37 October ...... 10,912.39 10,807.44 10,851.97 10,807.44 November ...... 10,768.62 10,410.42 10,560.93 10,564.97 December ...... 10,687.33 10,566.49 10,630.13 10,644.09 2021 January (through January 26, 2021) ...... 10,688.36 10,546.58 10,607.04 10,618.54

Source: Internet website of Bank Indonesia (as of January 26, 2021).

The middle exchange rate between the Rupiah and the Singapore Dollar on September 30, 2020 was Rp10,909.37 = S$1.00.

Exchange Controls Indonesia has limited foreign exchange controls. The Rupiah has been, and in general is, freely convertible within or from Indonesia. However, to maintain the stability of the Rupiah and to prevent the utilization of the Rupiah for speculative purposes by non-residents, Bank Indonesia has introduced regulations to restrict the movement of Rupiah from banks within Indonesia to offshore banks, an offshore branch of an Indonesian bank, or any investment denominated in Rupiah by foreign parties

52 and/or Indonesian parties domiciled or permanently residing outside Indonesia, thereby limiting offshore trading to existing sources of liquidity. In addition, Bank Indonesia has the authority to request information and data concerning the foreign exchange activities of all people and legal entities that are domiciled, or who plan to be domiciled, in Indonesia for at least one year.

Indonesian Law on Currency On June 28, 2011, the Indonesian House of Representatives (the “Indonesian parliament”) passed Law No. 7 of 2011 on the use of Rupiah (the “Currency Law”). The Currency Law requires the use of and exceptions on the use of Rupiah in certain transactions occurring within the jurisdiction of Indonesia.

Article 21 of the Currency Law requires the use of Rupiah in payment transactions, monetary settlement of obligations and other financial transactions (among others, pursuant to elucidation of Currency Law, the deposit of money in various amounts and types of fractions from the customer to the bank) within Indonesia. However, there are a number of exceptions to this rule, including certain transactions related to the implementation of the state budget, income and grants from and to foreign countries, international trade transactions, foreign currency savings in a bank or international financing transactions.

Article 23 of the Currency Law prohibits the rejection of Rupiah, which the delivery is intended as a payment, or to settle obligations that shall be fulfilled by Rupiah and/or in other financial transactions within the territory of Indonesia unless there is uncertainty regarding the authenticity of the Rupiah bills offered. The prohibition does not apply to transactions in which the payment or settlement of obligations in a foreign currency has been agreed in writing. Failure to comply with the Currency Law may result in imprisonment of up to one year and fines of up to Rp200 million, and if the violation is committed by a company, the fines will be increased by one-third.

As the implementation of the Currency Law, on March 31, 2015, Bank Indonesia issued Regulation No. 17/3/PBI/2015 on Mandatory Use of Rupiah within the Territory of the Republic of Indonesia (“PBI 17/2015”) and further enacted Circular Letter of Bank Indonesia No. 17/11/ DKSP on June 1, 2015 (“CL 17/2015”), which requires any party to use Rupiah for any transaction conducted within Indonesia.

PBI 17/2015 and CL 17/2015 require the use of Rupiah for cash or non-cash transactions conducted in Indonesia, including (i) each transaction which has the purpose of payment; (ii) settlement of other obligations which must be satisfied with money; and/or (iii) other financial transactions (including deposits of Rupiah in various amount and types of Rupiah denomination from customers to banks). Subject to further requirements under PBI 17/3/2015, the obligation to use Rupiah does not apply to (i) certain transactions relating to the implementation of state revenues and expenditures budget; (ii) the receipt or provision of grants either from or to an overseas source; (iii) international trade transactions, which include (a) export and/or import of goods to or from outside Indonesian territory and (b) activities relating to cross-border trade in services; (iv) bank deposits denominated in foreign currencies; (v) international financing transactions; and (vi) transactions in foreign currency which are conducted in accordance with applicable laws, including, among others (x) a bank’s business activities in foreign currency conducted based on applicable laws regarding conventional and sharia banks, (y) securities in foreign currency issued by the Government in primary or secondary markets based on applicable laws, and (z) other transactions in foreign currency conducted based on applicable laws, including the law on Bank Indonesia, the law on investment and the law on Lembaga Pembiayaan Ekspor Indonesia (Indonesia Eximbank). However, any additional activities related to export or import of goods (including activities using vessels, airplanes, or other transportation means such as berthing of ships at ports, loading and unloading of containers, temporary storage containers at ports, and parking of airplanes at airports) are not categorized as “international commercial transactions” and, therefore, are subject to the mandatory use of Rupiah.

PBI 17/2015 sets forth that a recipient is prohibited from refusing to receive Rupiah as a means of payment or for the settlement of Rupiah obligations or other financial transactions within Indonesia, unless there is doubt as to the authenticity of the Rupiah paid in a cash transaction or an obligation to settle in a foreign currency is agreed in writing by the parties. Article 10(3) of PBI 17/2015 further clarifies that the exemption applies only for:

(a) agreements relating to transactions exempted from the mandatory use of Rupiah as referred to in PBI 17/2015 (e.g., international financing transactions); or

(b) agreements for “Strategic Infrastructure Projects” which have been approved by Bank Indonesia. “Strategic Infrastructure Projects” include transportation infrastructure (including airport services,

53 port services, and railways facilities and infrastructure), roads, irrigation, drinking water infrastructure, sanitation infrastructure, telecommunication and information infrastructure, power infrastructure, and oil and gas infrastructure, funded by offshore borrowings from bilateral and multilateral agencies (such as IFC, JBIC, JICA, ADB, IDB) (or if the borrowing is in the form of a syndicated loan, if the contribution of these agencies exceeds 50%). In this case, statement letters from the relevant ministries or government agencies must be obtained for these projects (stating that the projects are indeed strategic infrastructure projects).

PBI 17/2015 took effect on March 31, 2015, and the requirement to use Rupiah for non-cash transactions has been effective since July 1, 2015. Written agreements which were signed prior to July 1, 2015 that contain provisions for the payment or settlement of obligations in foreign currency for non-cash transaction will remain effective until the expiry of such agreements. However, any extension and/or amendment of such agreements must comply with PBI 17/2015. A failure to comply with the obligation to use Rupiah in cash transactions will be subjected to criminal sanctions in the form of fines and imprisonment in accordance with Article 33 of the Currency Law. While a failure to comply with the obligation to use Rupiah in non-cash transactions will be subjected to administrative sanctions in the form of (i) written warnings, (ii) fines, and/or (iii) a prohibition from undertaking payment activities. Bank Indonesia may also recommend to the relevant authority to revoke the business license or stop the business activities of the party which fails to comply with the obligation to use Rupiah in non-cash transaction.

Purchasing of Foreign Currencies against Rupiah through Banks On September 5, 2016, Bank Indonesia issued Regulation No. 18/18/PBI/2016 on Foreign Exchange Transaction to Rupiah between Banks and Domestic Parties (“PBI 18/18/2016”), as implemented by the Members of the Board of Governor of Bank Indonesia Regulation No. 20/16/PADG/2018 dated August 15, 2018 (“PADG 20/16/2018”). Pursuant to PBI 18/18/2016 and PADG 20/16/2018, any conversion of Rupiah into foreign currency for spot and standard derivative (plain vanilla) transactions that exceeds a specific threshold is required to have an underlying transaction and supported by underlying transaction documents. Such underlying transaction and its supporting underlying transaction documents also required for transactions of foreign exchange structured product in the form of a Call Spread Option, in any amount. Further, the maximum amount of such foreign exchange conversion cannot exceed the value of the underlying transaction.

The threshold based on PBI 18/18/2016 are: (i) the purchase of foreign currency against Rupiah of more than US.$25,000 (or its equivalent amount in other currencies) per month per customer for spot transaction, (ii) the purchase of foreign currency against Rupiah of more than US$100,000 (or its equivalent amount in other currencies) per month per customer for plain vanilla derivative transaction (in the form of a forward swap, option and cross currency swap), (iii) the sales of foreign currency against Rupiah of more than US$5,000,000 (or its equivalent amount in other currencies) per transaction per customer for forward transactions, (iv) the sale of foreign currency against Rupiah of more than US$1,000,000 (or its equivalent amount in other currencies) per transaction per customer for option transaction. The underlying transaction and supporting transaction documents are also required for transaction of foreign exchange structured products in the form of call spread option, in any amount. Further, the purchase of foreign exchange cannot exceed the value of the underlying transaction.

The following qualify as “underlying transactions” for purposes of PBI 18/18/2016: (i) domestic and international trade of goods and services; (ii) investment in the form of direct investment, portfolio investment, loans, capital and other investment inside and outside Indonesia; and/or (iii) the granting of facility or financing from a bank in foreign currencies and/or Rupiah for trade and investment activities. The underlying transaction may not include: (i) a placement of funds in banks in the form of, among others, saving account, demand deposit account, time deposit, or Negotiable Certificate Deposit (“NCD”); (ii) money transfers by a remittance company; (iii) undrawn credit facilities, including standby loans and undisbursed loans; or (iv) usage of Bank Indonesia securities in foreign currencies.

Indonesian companies purchasing foreign currencies from banks by way of (i) spot transactions; (ii) standard derivative (plain vanilla) transactions; (iii) forward transactions and (iv) option transactions in excess of US$25,000, US$100,000, US$5,000,000 and US$1,000,000, respectively, will be required to submit certain supporting documents to the selling bank, including, among other items, a duly stamped or authenticated written statement by the company confirming that the underlying transaction document is valid and correct, and the amount of foreign currency purchased does not or will not

54 exceed the amount stated in the underlying transaction document. For the qualifying purchase of foreign currencies, the company must declare in a duly stamped or authenticated written statement by the company that its aggregate foreign currency purchases do not exceed the relevant thresholds.

Bank Indonesia also issued Bank Indonesia Regulation No. 18/19/PBI/2016 dated September 5, 2016 on Foreign Exchange Transaction to Rupiah between Banks and Foreign Parties (“PBI 18/19/2016”), as implemented by the Members of the Board of Governor of Bank Indonesia Regulation No. 20/17/PADG/2018 dated August 15, 2018. Similar to PBI 18/18/2016, PBI 18/19/2016 is intended to comprehensively govern foreign exchange transactions against Rupiah in Indonesia. However, unlike PBI 18/18/2016, which targets Indonesian bank customers, PBI 18/19/2016 governs foreign exchange transactions by banks and foreign parties.

PBI 18/19/2016 also requires an underlying transaction if a foreign exchange transaction exceeds certain threshold amounts. The thresholds set forth by PBI 18/19/2016, which are similar to the threshold amounts under PBI 18/18/2016, are: (i) for spot transactions, a purchase of foreign exchange against the Rupiah equivalent of US$25,000 per month per foreign party, or its equivalent; and (ii) for plain vanilla derivative transactions (in form of a swap, option and cross currency swap), the sale and purchase of foreign exchange against the Rupiah equivalent of US$1,000,000 per transaction per foreign party or per outstanding amount of each of the derivative transaction per bank, or its equivalent, (iii) for forward transactions, the sale of foreign currency against Rupiah of more than US$5,000,000 or its equivalent per transaction per costumer, and (iv) for option transactions, the sale of foreign currency against Rupiah of more than US$1,000,000 or its equivalent per transaction per costumer.

Similar to PBI 18/18/2016, PBI 18/19/2016 also requires foreign parties that are (i) providing foreign currency structured products against Rupiah in form of a call spread option in any amount and (ii) purchasing foreign currencies from banks by way of (a) spot transactions; and (b) standard derivative (plain vanilla) transactions in excess of U.S.$25,000 and U.S.$100,000, respectively, to submit certain supporting documents to the selling bank, including, among other items, a duly stamped or authenticated written statement by the company confirming that the underlying transaction document is valid and correct, and the amount of foreign currency purchased is or will not exceed the amount stated in the underlying transaction document. For the purchase of foreign currencies not exceeding such thresholds, the company must declare in a duly stamped or authenticated written statement by the company that its aggregate foreign currency purchases do not exceed the thresholds in the Indonesian banking system.

Singapore Dollar to U.S. Dollar Exchange Rate Information The following table sets forth, for the periods indicated, information concerning the exchange rates between Singapore Dollars and U.S. Dollars based on the average buying and selling interbank rates quoted around midday in Singapore appearing on Refinitiv on the last business day of each calendar month during the relevant period.

Middle Exchange Rates High Low Average At Period End (S$ per US$) 2015 ...... 1.43 1.32 1.38 1.41 2016 ...... 1.45 1.34 1.38 1.45 2017 ...... 1.42 1.34 1.37 1.34 2018 ...... 1.39 1.31 1.35 1.36 2019 ...... 1.39 1.35 1.36 1.35 2020 September ...... 1.38 1.35 1.37 1.37 October ...... 1.37 1.35 1.36 1.36 November ...... 1.37 1.34 1.35 1.34 December ...... 1.34 1.32 1.33 1.32 2021 January (through January 26, 2021) ...... 1.33 1.32 1.33 1.33

Source: Monetary Authority of Singapore Exchange Rates (as of January 26, 2021).

Exchange Controls Currently, there are no exchange control restrictions in Singapore.

55 CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our unaudited consolidated capitalization and indebtedness as of September 30, 2020.

As of September 30, 2020 As of September 30, 2020 (S$ thousands) (US$ thousands) Actual As Adjusted(1),(2) Actual As Adjusted(1),(2)

Short-term borrowings ...... 219,000 159,947 Long-term borrowings ...... 477,235 348,550 Total indebtedness ...... 696,235 508,497 Perpetual securities ...... 256,998 187,699 Unitholders’ funds ...... 514,154 375,514 Total capitalization ...... 771,152 563,213 Total capitalization and indebtedness ...... 1,467,387 1,071,710

(1) The “As Adjusted” column reflects (i) the closing of the Rights Issue, (ii) the issuance of the Notes, (iii) the application of the net proceeds of the Rights Issue and the offering of the Notes and (iv) the drawdown under the Acquisition Financing of S$120 million. (2) This amount excludes the Joint Lead Managers’ discounts, commissions and fees and estimates of other expenses payable by us in connection with this offering.

As of September 30, 2020, we did not have any material contingent liabilities.

Except as disclosed above and herein, there has been no material change in our capitalization and liabilities since September 30, 2020.

56 SELECTED CONSOLIDATED FINANCIAL INFORMATION

You should read the selected financial information presented below in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Offering Memorandum.

We have derived the selected consolidated statements of total return and cash flows and other financial data for the years ended December 31, 2017, 2018 and 2019 and the selected consolidated statements of financial position as of December 31, 2017, 2018 and 2019 in the tables below from our audited consolidated financial statements as of and for the years ended December 31, 2017, 2018 and 2019. We have derived the selected consolidated statements of total return and cash flows and other financial date for the nine month periods ended September 30, 2019 and September 30, 2020 and the selected consolidated statement of financial position as of September 30, 2020 from our unaudited interim consolidated financial statements for the nine month periods ended September 30, 2019 and September 30, 2020.

57 Statements of Total Return

58 Statements of Distribution

59 Statements of Financial Position

Total Perpetual Securities ...... 259,647 259,647 259,647 191,297 256,998 187,699

60 Financial Metrics, Portfolio Details and Metrics

61 DESCRIPTION OF LMIRT CAPITAL

GENERAL LMIRT Capital was incorporated on May 18, 2012 as a Singapore private company with limited liability and its registration number is 201212428M. The registered office of the LMIRT Capital is located at 6 Shenton Way, #12-08, OUE Downtown 2, Singapore 068809. LMIRT Capital is our wholly owned finance subsidiary.

BUSINESS ACTIVITY The principal objects of LMIRT Capital are set out in Clause 3 of its Constitution and are, inter alia, to carry on or undertake any business activity, do any act or enter into any transactions. LMIRT Capital has principally acted as a financing vehicle for the Group and has issued (i) medium term notes under its existing S$750,000,000 Guaranteed Medium Term Note Programme established on June 25, 2012 (and authorizations and agreements related thereto), (ii) notes under its existing S$1,000,000,000 Euro Medium Term Securities Programme established on April 13, 2018 (and authorizations and agreements related thereto), (iii) its existing US$250,000,000 7.25% Guaranteed Senior Notes due 2024, (iv) its S$80 million term loan facility and (v) is expected to issue the Notes (and the authorization of documents and agreements referred to in this Offering Memorandum) to which it is or will be a party.

MANAGEMENT The directors of LMIRT Capital are Liew Chee Seng James, Jia Yali and Cesar Arcenal Agor, each of whose address for the purpose of their directorships of LMIRT Capital is 6 Shenton Way, #12-08, OUE Downtown 2, Singapore 068809.

CAPITALIZATION LMIRT Capital has an issued and paid-up share capital of S$100 comprising 100 ordinary shares. As of the date of this Offering Memorandum, LMIRT Capital has no borrowings or indebtedness in the nature of borrowings (including loan capital issued, or created but unused), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities, except as otherwise described above and elsewhere in this Offering Memorandum.

62 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our selected consolidated financial and operating data and our financial statements and notes thereto included elsewhere in this Offering Memorandum. Our financial statements have been prepared in accordance with Singapore Financial Reporting Standards and the recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” (“RAP 7”) issued by the Institute of Singapore Chartered Accountants. Unless otherwise specified herein, all financial information included in this section are the financial statements of Lippo Malls Indonesia Retail Trust and its subsidiaries on a consolidated basis.

Recent Developments Impact of the Global COVID-19 Pandemic

Š we closed our Properties at the end of March 2020, other than for certain essential services, to support the Indonesian government’s objective to curb the spread of the virus;

Š we have converted certain fixed rental agreements to revenue-based rentals, especially for F&B and hypermarket tenants, on a temporary basis;

Š we have experienced a reduction in occupancy rates;

Š we have faced early termination of leases by certain tenants;

63 Š we have recognized a decrease in the fair value of the Properties as of July 2020; and

We completed the Acquisition of Puri Mall on January 27, 2021. See “Business — Acquisition of Puri Mall”.

Factors Affecting our Business and Results of Operations Our business and results of operations from the first quarter of 2020 have been materially affected by the global COVID-19 pandemic. See “Risk Factors—Impact of the Ongoing COVID-19 Pandemic”. Our business and results of operations are generally affected by the following important factors:

Š the size of our portfolio;

Š leases, occupancy and rental rates;

Š changes in taxation and other regulations in Indonesia;

Š general economic conditions in Indonesia, sustainable middle income group and consumer trends;

64 Š levels and changing environment of retail spending in Indonesia;

Š impact of exchange rate movements; and

Š availability and cost of funding.

The Size of our Portfolio We derive substantially all of our income from rent received from tenants in the properties that we own and, as the number of properties in our portfolio and total NLA increases through the acquisition of additional properties, we expect that our overall income will increase. Conversely, should we decide to sell an asset from our portfolio and not replace such asset with additional properties, our overall level of rental income will drop relative to our rental income prior to such asset sale.

From the time of our initial public offering in 2007, when we owned 14 properties, we have consistently increased our portfolio and total NLA. As of September 30, 2020, we owned a total portfolio of 28 properties consisting of 21 retail malls and seven retail spaces with a total NLA of 839,907 sq m. Since 2017, we have acquired three malls: Lippo Plaza Kendari in June 2017, Lippo Plaza Jogja in December 2017, Kediri Town Square in December 2017 and divested two malls: Pejaten Village in July 2020 and Binjai Supermall in August 2020. On January 27, 2021, we acquired Lippo Mall Puri pursuant to a conditional sale and purchase agreement with PT Mandiri Cipta Gemilang (the “Vendor”), an affiliate of our Sponsor. See “Business — Acquisition of Puri Mall” and “Business — Strategies — Strengthening our asset positioning as lifestyle hubs via a three-pronged portfolio reconstitution approach”. The following table sets forth information regarding our properties, gross floor area and NLA for the periods presented:

As of As of December 31 September 30 2017(1) 2018 2019 2020(2) Number of malls(2) ...... 23 23 23 21 Number of retail spaces ...... 7 7 7 7 Total GFA (sq m) ...... 1,650,014 1,650,014 1,783,304 1,647,402 Total NLA (sq m) ...... 910,582 910,749 913,958 839,907

(1) We acquired three retail malls, Lippo Plaza Kendari, Lippo Plaza Jogja and Kediri Town Square, in 2017. (2) Does not include Lippo Mall Puri. With Lippo Mall Puri, we have 22 malls, with GFA of 1,822,548 sqm and NLA of 962,769 sqm.

Leases, Occupancy and Rental Rates Our rental revenue is driven by the leases we enter into, occupancy rates and tenant mix as well as the rental terms we agree with our tenants. The following table sets forth certain information about our rental operations:

As of and for the nine months ended As of and for the year ended December 31 September 30(3) 2017 2018 2019 2020 Number of tenants ...... 3,363 3,697 3,767 3,066 Occupancy (%)(1) ...... 93.7% 92.9% 91.5% 85.5% Rental reversion(2) (%)...... 5.6% 3.6% 4.4% 4.4% WALE (years) ...... 4.1 4.2 4.0 3.4

(1) Weighted average. (2) Calculated as the renewed area’s first year rent versus the last payable rent. (3) Does not include Lippo Mall Puri. With Lippo Mall Puri, we would have had 3,391 tenants and an occupancy rate of 85.9%, as of September 30, 2020.

Master Leases In connection with our acquisition strategy, we may enter into master leases with the vendors of the properties we acquire. Master leases are intended to provide a stable rental income during the initial

65 period of operations of a retail property. We typically enter into master leases for periods of three to five years where such leases cover certain areas of the properties such as specialty and anchor areas, casual leasing and parking space.

As of September 30, 2020, four of our properties are under master leases with vendors, Lippo Mall Kuta (expiring December 2021), Lippo Plaza Kendari (expiring June 2022), Lippo Plaza Jogja (expiring December 2022), and Palembang Icon (Sports Centre) (expiring December 2020). We do not currently plan to renew such master leases, and instead plan to novate the underlying tenant leases to the Trust. For additional information about our master leases, see “Business — Master Leases” and Note 32 to our audited financial statements.

For the nine months ended September 30, 2020, the master leases, representing 6.0% of total revenue amounted to S$7.0 million, whereas the underlying performance was S$1.2 million amounting to 17.12% of the revenue from master leases. For the year ended December 31, 2019, rental received under the master leases was approximately S$29.1 million, whereas the corresponding underlying rental was approximately S$7.6 million. The master leases represented 10.9% of the total revenue for 2019. For the year ended December 31, 2018, the master leases representing 13.9% of total revenue was S$32.0 million whereas the underlying performance was S$7.4 million accounting for 23.2% of the master lease revenue. For the year ended December 31, 2017, the master leases representing 16.0% of total revenue was approximately S$31.5 million whereas the underlying performance was approximately S$5.2 million which was 16.4% of the master lease revenue.

Lease Profile and Strategy We have historically enjoyed a long lease profile with WALE at 3.4 years as of September 30, 2020.

Consistently long WALE (by NLA)

(years)

4.9 4.5 4.1 4.2 4.0 3.4 3.4

FY2014A FY2015A FY2016A FY2017A FY2018A FY2019A 3Q2020A

Long lease profile (as of 3Q2020A)

35.5%

13.6% 10.7% 9.4% 10.0%

FY2020EFY2020E FY20 FY2021E21E FY20 FY2022E22E FY2023E >FY> FY20242024

We actively manage our tenant mix and focus our strategy on retaining quality tenants. We actively manage our tenant mix and focus our strategy on retaining quality tenants. As at September 30, 2020, we renewed 37,902 sqm of space, accounting to 4.5% of our total NLA, at an average rental reversion of 4.4% despite downward pressure on retail rents during the year. In 2019, we renewed 60,010 sq m of space, accounting for 5.2% of our total NLA, at an average rental reversion of 4.4%. In 2018, we renewed 29,097 sq m of space, accounting for 3.2% of our total NLA, at an average rental reversion of 3.6%. In 2017, we renewed a total of 36,784 sq m of space, accounting for 4.0% of our total NLA, at an average rental reversion of 5.6%.

66 Occupancy Rates Historically, we enjoyed stable occupancy rates, which have been consistently higher than the industry average as shown in the graph below. As of September 30, 2020, our occupancy rate was 85.5%. As compared to the nine months ended September 30, 2019, our occupancy shows a decrease of 6.7% due to the challenging COVID-19 environment.

Portfolio Occupancy and Rental Reversions

5.3% 6.3% 4.2% 3.6% 4.4% 5.0% 4.4% 4.4% 2.9% 4.1% 3.9%

94.0% 93.6% 92.6% 92.9% 91.5% 92.2% 92.2% 91.5% 90.9% 88.2% 85.5%

84.8%84.2% 83.8% 83.2% 80.7% 80.7%81.3% 81.1% 80.8% 80.8% 79.5%

1Q2018A 2Q2018A 3Q2018A 4Q2018A 1Q2019A 2Q2019A 3Q2019A 4Q2019A 1Q2020A 2Q2020A 3Q2020A Portfolio Average Occ. Rate Industry Average Occ. Rate Average Rental Reversions Source: Cushman & Wakefield and Colliers Jakarta Retail Reports

Changes in Fair Values of Investment Properties We are required to revalue each of the properties in our portfolio annually, taking into account cash flow forecasts as well as general economic conditions in Indonesia and the regional locations of our properties. Our properties are also impacted by land title and leases and, in recent years, valuations for the properties with HGB titles have enjoyed an increase in valuation due to higher cash flow forecasts. On the other hand, properties with BOT land titles have been under pressure due to the shortening of remaining lease periods over time. We engage independent valuers to assist with the valuation exercise.

The fair value of our properties are increased for capitalized expenditures relating to our asset enhancement initiatives which we have undertaken to boost our asset values and attract greater footfall to our properties. See “Business — Asset Enhancement”.

The fair value of our property is also impacted by changes in the exchange rate between the Singapore Dollar and the Indonesian Rupiah. While our Rupiah denominated valuations have remained stable over the recent periods, in Singapore Dollar terms the portfolio value has declined as the Rupiah has depreciated against the Singapore Dollar. See “— Impact of Exchange Rate Movements”. In addition, as noted in “—Recent Developments” above, we have recognized a decrease in the fair value of the Properties as of July 31, 2020.

The following table sets out changes in the fair value of our properties over the referenced periods:

Nine months ended Year ended December 31 September 30 2017 2018 2019 2020 S$ million Fair value at the beginning of year/period ...... 1,922.64 1,908.14 1,831.65 1,696.81 Acquisitions of investment properties ...... 126.64 - - - Enhancement expenditure capitalized ...... 45.64 7.71 16.22 6.82 Total ...... 2,094.92 1,915.85 1,847.87 1,703.63 Decrease in fair value included in profit or loss ...... (30.40) (1.50) (65.33) (178.00) Foreign exchange adjustments ...... (156.38) (82.70) 50.54 (78.88) Transfer to investment properties held for divestment ...... - - (124.09) - Reversal of accrued adjustment sum(1) ...... - - (12.18) - Fair value at end of year/period ...... 1,908.14 1,831.65 1,696.81 1,446.75

(1) The reversal of accrued adjustment sum in relation to the termination of the extension of the lease agreement for Plaza Medan Fair during the year ended December 31, 2019.

Changes in Taxation Regulations in Indonesia Pursuant to Government Regulation Number 34 of 2017, which came into effect on January 2, 2018, all income received or earned from land and/or building leases in Indonesia are subject to income tax

67 at 10% of the gross amount of the value of the land and/or building lease which comprises the total amount that is paid or acknowledged as debt by a tenant in any form whatsoever, including service charges and utilities recovery charges. Previously, property owners were not liable to pay income tax on such charges paid by tenants to a third-party operator appointed by the property owner to manage and maintain the property. However, following the implementation of Government Regulation Number 34 of 2017, tenants are now required to withhold income tax on service charges and utilities recovery charges as well, notwithstanding that these are not paid to the property owner. As such, we incurred higher tax expenses in 2018 resulting from this change.

Since May 2012, certain maintenance services for our retail malls, such as cleaning and maintenance of utilities, were outsourced to a third party service provider. Pursuant to the outsourced agreements, the third party service provider had the right to collect service charges and utilities recovery charges from the tenants of the retail malls, and was responsible for all costs directly related to the maintenance and operation of the retail malls, as well as to pay for the rental for use of electrical, mechanical and mall operating equipment of the retail malls. The latter forms part of the other rental income and is subject to Indonesian Corporate Tax of 25%. Following the implementation of Government Regulation Number 34 of 2017, we terminated all outsourced agreements with the third party service provider over two phases: phase one was for five retail malls and went into effect at the end of April 2018 and phase two was for the rest of the retail malls and went into effect at the end of June 2018. After the termination of such agreements, all malls collect service charges and utilities recovery charges from the tenants and pay for all costs for the maintenance and operation of the malls directly. As a result, we incurred a higher consolidated tax expense in 2018 and expect this to be a continuing expense going forward.

General Economic Conditions in Indonesia, Sustainable Middle Income Group and Consumer Trends Our results of operations are subject to general economic conditions in Indonesia, including standards of living, levels of disposable income, demographic changes, interest rates, the availability of consumer financing and increases in utility and fuel costs. During the period commencing the first quarter of 2020, our results of operations have been materially impacted by the COVID-19 pandemic. Each of these factors affects demand for, and sales of consumer products and ultimately the demand for retail spaces. Our businesses are generally targeted at middle and upper-middle income consumers in Indonesia, which generally have a higher proportion of disposable income. Indonesia has a largely consumer driven economy, and as the middle and upper-middle income demographic grows, we expect that there will be more demand for retail goods in Indonesia. This increase is expected to generate a consequent increase in demand for retail sales.

We actively re-position our Properties according to changing consumer demands to ensure they stay relevant. Against the backdrop of growing competition posed by e-commerce and online shopping and additional retail malls opening in our operating areas, our key focus is to re-position our Properties as lifestyle hubs and to capitalize on the physical experience of our shoppers. We also target to shift our portfolio tenant base towards having a higher proportion of F&B / specialty tenants. We expect to continue this strategy as the Indonesian economy and consumer activities recover from the impact of the COVID-19 pandemic.

In addition, innovations in transportation, including ride-sharing platforms, have reduced the number of passenger vehicles accessing our car parks and we expect to see a reduction in the number of car park entries per period going forward.

Impact of Exchange Rate Movements The majority of our revenue is in Rupiah while our accounting currency is the Singapore Dollar, which gives rise to exchange gains and losses related to the translation of Rupiah-denominated revenue and assets into Singapore Dollars. Transactions in foreign currencies are recorded in the functional currency at the relevant rate at the date of the transaction.

At the end of each reporting period, recorded monetary balances and balances measured at fair value that are denominated in non-functional currencies, including our Properties, are reported at the relevant rate at the end of such period and fair value measurement date, respectively. Although the translation differences are non-cash items, such differences may have a material impact on our operations and our ability to incur debt under our leverage ratios.

68 Additionally, we are exposed to exchange rate fluctuations between the US Dollar and the Singapore Dollar in connection with the payment of interest and principal on the Notes and the US$250.0 million Guarantee Senior Notes due 2024 (the “Existing Notes”). We enter into hedging transactions in connection with the Existing Notes to minimize the impact of exchange rate fluctuations. The cost of these hedges is also reflected in our financing costs.

Availability and Cost of Funding A significant portion of our strategy to grow our rental revenue focuses on asset acquisition and asset enhancement projects. The success of this strategy is contingent on our ability to obtain adequate funding, whether through the capital markets, bank loans or otherwise, and on commercially reasonable terms. The lack of available funding could significantly impact the growth of our future rental revenue and cash flows, as well as our asset portfolio. Additionally, the general economic conditions in Indonesia may affect our ability to fund our operations and any planned asset enhancement initiatives.

As of September 30, 2020, our total indebtedness, which includes current and non-current, was S$696.2 million. In connection with the Acquisition of Puri Mall, we incurred additional debt of S$120.0 million under the Acquisition Financing. Because most of our bank loans incur interest at floating rates, any increase in such lending rates will increase our funding costs. We enter into hedging transactions in connection with certain of our floating rate debt to minimize the impact of interest rate fluctuations. The cost of these hedges is also reflected in our financing costs.

Significant Accounting Policies — critical judgements, assumptions and estimation uncertainties We have prepared our financial statements in accordance with the recommendation of the Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” (RAP 7) issued by the Institute of Singapore Chartered Accountants and the applicable requirement of the Code of Collective Investment Schemes issued by the Monetary Authority of Singapore and the provisions of the Trust Deed. RAP 7 requires that the accounting policies should generally comply with the principles relating to the recognition and measurement of the Singapore Financial Reporting Standards (“FRS”) issued by the Accounting Standard Council, unless prescribed by RAP 7. Preparation of our financial statements requires our management to make critical judgements, assumptions and estimates under the critical accounting policies described below.

The critical judgements made in the process of applying the accounting policies that have the most significant effect on the amounts recognized in the financial statements and the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting year are discussed below. These estimates and assumptions are periodically monitored to make sure they incorporate all relevant information available at the date when financial statements are prepared. However, this does not prevent actual figures differing from estimates.

Fair values of investment properties: Certain judgements and assumptions are made in the valuation of the investment properties based on calculations and these calculations require the use of estimates in relation to future cash flows, growth rates, discount rates and market capitalization, as disclosed in Note 14 to our financial statements.

COVID-19 pandemic and the aftermath: Management has to exercise judgment, and made estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses at the end of the reporting year. The estimates and assumptions are based upon historical data and experience and various other factors including the impact of the COVID-19 pandemic, and they form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. It is reasonably possible, based on existing knowledge that outcomes within the next reporting year are likely to be different from the current assumptions as the anticipated events frequently do not occur as expected and the variation may be material and could require material adjustments to the carrying amounts of the balances affected.

69 Income Tax Amounts: We recognize tax liabilities and tax assets based on an estimation of the likely taxes due, which requires significant judgement as to the ultimate tax determination of certain items. Where the actual amount arising from these issues differs from these estimates, such differences will have an impact on income tax and deferred tax amounts in the period when such determination is made. In addition, management judgement is required in determining the amount of current and deferred tax recognized and the extent to which amounts should or can be recognized. A deferred tax asset is recognized if it is probable that the entity will earn sufficient taxable profit in future periods to benefit from a reduction in tax payments. This involves management making assumptions within its overall tax planning activities and periodically reassessing them in order to reflect changed circumstances as well as tax regulations. Moreover, the measurement of a deferred tax asset or liability reflects the manner in which the entity expects to recover the asset’s carrying value or settle the liability. As a result due to their inherent nature, assessments of likelihood are judgmental and not susceptible to precise determination.

Deferred tax; Recovery of underlying assets: The deferred tax relating to an asset is dependent on whether the entity expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be through use or through sale when the asset is measured using the fair value model in FRS 40 Investment Property or when fair value is required or permitted by a FRS for a non-financial asset. Management has taken the view that there is clear evidence that it will consume the relevant asset’s economic benefits throughout its economic life.

Determination of functional currency: Judgement is required to determine the functional currency of the reporting entity. Management considers economic environment in which the reporting entity operates and factors such as the currency that mainly influences sales prices for goods and services; the currency of the country whose competitive forces and regulations mainly determine the sales prices of its goods and services; and the currency that mainly influences labor, material and other costs of providing goods or services. Management also considers other relevant factors that may also provide evidence of an entity’s functional currency.

Allowance for trade receivables: Trade receivables are subject to the expected credit loss model under the financial reporting standard on financial instruments. The expected lifetime losses are recognized from initial recognition of these assets. These assets are grouped based on shared credit risk characteristics and days past due for measuring the expected credit losses. The allowance matrix is based on historical observed default rates (over a period of certain months) over the expected life of the trade receivables and is adjusted for forward-looking estimates such as forecasts of future economic conditions (including impact of the COVID-19 pandemic). At every reporting date the historical observed default rates are updated and changes in the forward-looking estimates are analyzed. The loss allowance was determined accordingly. The carrying amounts might change materially within the next reporting year but these changes may not arise from assumptions or other sources of estimation uncertainty at the end of the reporting year. The carrying amount is disclosed in the Note 18 on trade and other receivables in our financial statements.

Fair value of derivative financial instruments: Some of the financial instruments stated at fair values are not based on quoted prices in active markets, and therefore there is significant measurement uncertainty involved in this valuation. Management makes any adjustments where necessary to reflect the assumptions that marketplace participants would use in similar circumstances. The assumptions and the fair values are disclosed in Note 28 on derivative financial instruments in our financial statements.

Classification of joint arrangements: The joint venture agreements in relation to the PT Yogya Central Terpadu partnership require unanimous consent from all parties for all relevant activities. The two partners have direct rights to the assets of the partnership and are jointly and severally liable for the liabilities incurred by the partnership. This entity is therefore classified as a joint operation and the Group recognizes its direct right to the jointly held assets, liabilities, revenues and expenses.

70 A joint arrangement (that is, either a joint operation or a joint venture, depending on the rights and obligations of the jointly controlling parties to the arrangement), is one in which the reporting entity is party to an arrangement of which two or more parties have joint control, which is the contractually agreed sharing of control of the arrangement; it exists only when decisions about the relevant activities (that is, activities that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control. In a joint operation, the parties with joint control have rights to the assets, and obligations for the liabilities, relating to the arrangement. The reporting entity recognizes its share of the operation’s assets, liabilities, income and expenses that are combined line by line with similar items in the reporting entity’s financial statements and accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the FRSs applicable to the particular assets, liabilities, revenues and expenses. When the reporting entity enters into a transaction with a joint operation, such as a sale or contribution of assets, the reporting entity recognizes gains and losses resulting from such a transaction only to the extent of the other parties’ interests in the joint operation.

Description of Certain Line Items Gross Revenue Gross revenue consists of rental revenue, car park revenue, service charge and utilities recovery and other rental income as set forth in the following table.

Nine months ended Year ended December 31 September 30 2017 2018 2019 2019 2020 S$ S$ Thousands Thousands Rental revenue ...... 164,203 155,215 155,259 115,732 64,468 Car park revenue ...... 20,908 19,141 18,203 13,896 3,906 Service charge and utilities recovery ...... - 51,623 96,124 71,393 51,329 Income from rental of mechanical, electrical and mall operating equipment ...... 10,290 1,707 - - - Other rental income ...... 1,975 2,613 3,415 2,407 1,480 Total Gross Revenue ...... 197,376 230,299 273,001 203,428 121,183

Rental revenue. Rental revenue represents the rent we earn under the leases with our tenants and under the master leases we have entered into with certain vendors. Rental revenue is recognized on a time-proportion basis that takes into account the effective yield on the asset on a straight-line basis over the lease term.

Car park revenue. Car park revenue is recognized based on point in time. The customers are visitors of the Properties. Car park operations are outsourced to a related party service provider through a profit sharing arrangement.

Service charge and utilities recovery. Prior to 2018, certain maintenance services for our retail malls, such as cleaning and maintenance of utilities, were outsourced to a third party service provider (the “Outsource Agreements”). Pursuant to the Outsource Agreements, the third party service provider had the right to collect service charges and utilities recovery charges from the tenants of the retail malls, and was responsible for all costs directly related to the maintenance and operation of the retail malls, as well as to pay for the rental for use of electrical, mechanical and mall operating equipment of the retail malls. We terminated all Outsource Agreements with the third party service provider over two phases — phase one is for five retail malls by end April 2018 and phase two is for the rest of the retail malls by end June 2018. After the termination of such agreements, all the malls collect service charges and utilities recovery charges from the tenants and pay for all costs for the maintenance and operation of the malls directly.

Income from rental of mechanical, electrical and mall operating equipment. This line item includes income from rental of operating equipment collected from an external service provider under the Outsource Agreements, which terminated in two phases in 2018.

Other Rental Income. Our other rental income includes income from rental of signage, billboard, antenna and other miscellaneous income.

71 Property Operating Expenses Our property operating expenses consist of land rental expense, property management fees, legal and professional fees, depreciation of plant and equipment and other property operating expenses.

Nine months Year ended ended December 31 September 30 2017 2018 2019 2019 2020 S$ S$ Thousands Thousands Land rental expense ...... 1,974 1,614 1,734 1,286 1,146 Property management fees ...... 6,691 7,714 7,927 5,938 3,431 Legal and professional fees ...... 1,584 1,806 1,993 1,369 1,352 Depreciation of plant and equipment ...... 2,457 3,015 3,422 2,468 2,505 Net (reversal)/allowance for impairment loss on trade receivables ...... (2,029) 4,775 25 (204) 1,640 Property operating and maintenance expenses ...... - 45,303 80,451 61,001 45,048 Other property operating expenses ...... 2,448 1,105 1,244 2,961 331 Property Operating Expenses ...... 13,125 65,332 96,796 74,819 55,453

Land rental expense. Land rental expense relates to payments under our BOT arrangements.

Property Management Fees. Under the property management agreements in respect of each retail mall and retail space, the Property Manager is entitled to fees based on the gross revenue and net property income of the relevant property. See “Related Persons Transactions”.

Change in allowances for impairment loss on trade receivables. The trade receivables are subject to the expected credit loss model under the financial reporting standard on financial instruments. We update allowances on trade receivables based on the accounting standard at each reporting date.

Property Operating and maintenance expenses. These expenses relate to costs incurred for maintenance and operation of the retail malls following the termination of the Outsource Agreements.

Other property operating expenses. These expenses include car park expenses and other miscellaneous expenses.

Manager’s Management Fees Under the LMIRT Trust Deed, the LMIRT Manager is entitled to management fees including a base fee, a performance fee and an authorized investment fee. See “Related Persons Transactions”. The LMIRT Manager can elect to receive certain of the fees in the form of units.

Finance Costs Finance costs consist of interest expense under our various loan facilities and debt instruments as well as a component of amortization of borrowing costs.

Increase/(Decrease) in fair values of investment properties Investment property is property owned or held under a finance lease to earn rentals or for capital appreciation or both. We initially recognize our investment at cost, including transaction costs. We measure fair values periodically on a systematic basis at least once yearly as measured by independent professional valuers. A gain or loss arising from a change in the fair value of the investment property is included in profit or loss for the reporting year in which it arises. The fair values of our investment properties is also adjusted for foreign currency fluctuations.

Realized (losses)/gains on derivative financial instruments We realize gains and losses on currency hedging contracts due to fluctuations in the exchange rate between the Rupiah and the Singapore Dollar.

72 Realized foreign exchange adjustment losses We realize foreign exchange adjustments upon the repatriation of cash from Indonesia to Singapore at exchange rates that differ from the historical exchange rates at the time of the initial investment.

Amortization of intangible assets Intangible assets represent the unamortized aggregate rental guarantee amounts receivable under the outstanding master leases.

Total Return before Income Tax Reflects net income plus the net changes in fair value of investment properties, realized gains and losses on derivative financial instruments, changes in fair values of derivative financial instruments, realized foreign exchange gains and losses, unrealized foreign exchange gains and losses and amortization of intangible assets.

Income Tax Reflects current income tax expense and deferred income tax expense.

Results of Operations The following table sets forth our statement of total return for the periods indicated:

Nine months ended Year ended December 31 September 30 2017 2018 2019 2019 2019 2020 2020 S$ US$ S$ US$ Thousands Thousands Thousands Thousands Gross Revenue ...... 197,376 230,299 273,001 201,135 203,428 121,183 88,506 Property Operating Expenses ...... (13,125) (65,332) (96,796) (71,315) (74,819) (55,453) (40,500) Net Property Income ...... 184,251 164,967 176,205 129,820 128,609 65,730 48,006 Interest Income ...... 1,148 150 983 724 1,141 1,677 1,225 Other Credits/(Losses) ...... 312 159 911 671 201 (1,624) (1,186) Manager’s Management Fees ...... (12,518) (11,595) (12,217) (9,001) (8,984) (6,092) (4,449) Trustee’s Fees ...... (423) (461) (428) (315) (350) (333) (243) Finance Costs ...... (31,589) (34,653) (41,377) (30,485) (29,928) (35,184) (25,697) Other Expenses ...... (3,538) (1,803) (6,498) (4,787) (2,152) (1,442) (1,053) Net Income Before the Undernoted .... 137,643 116,764 117,579 86,627 88,537 22,732 16,603 Decrease in Fair Values of Investment Properties ...... (30,399) (1,495) (65,329) (48,132) - (178,003) (130,005) Decrease in Fair Values of Investment Properties Held for Divestment ...... - - - - - (18,508) (13,517) Realized Gains/(Losses) on Derivative Financial Instruments ...... 1,452 (2,956) (1,242) (915) (1,242) 673 492 (Decrease)/Increase in Fair Values of Derivative Financial Instruments ...... (568) (135) (11,067) (8,154) 2,884 3,326 2,429 Realized Foreign Exchange Adjustment Losses ...... (5,521) (12,253) (3,119) (2,298) (2,268) (4,292) (3,135) Unrealized Foreign Exchange Adjustment (Losses)/Gains ...... (1,509) 2,288 5,965 4,395 (245) (6,052) (4,420) Amortization of Intangible Assets ...... (12,996) (2,613) (3,335) (2,457) (1,724) (1,666) (1,217) Total Return/(Losses) for the Year Before Income Tax ...... 88,102 99,600 39,452 29,066 85,942 (181,790) (132,770) Income Tax Expense ...... (25,392) (38,668) (25,952) (19,120) (27,829) (17,544) (12,813) Total Return/(Losses) for the Year After Income Tax ...... 62,710 60,932 13,500 9,946 58,113 (199,334) (145,583)

Results of Operations for the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019 Gross Revenue. Our gross revenue decreased by 40.4% to S$121.2 million for the nine months ended September 30, 2020 from S$203.4 million for the nine months ended September 30, 2019. This

73 decrease was primarily due to (i) the temporary closure of our Properties (except for essential services) from March 27, 2020 in the Greater Jakarta region, Bandung and Bali, and from April 1, 2020 for all other retail malls and retail spaces. Our Properties reopened on a phased basis from May 13, 2020 through July 3, 2020 in accordance with the lifting of the Indonesian government’s closure regulations (Pembatasan Sosial Berskala Besar (“PSBB”)) in their areas, with our eight retail malls and two retail spaces within Greater Jakarta reopening on June 15, 2020, and (ii) reduced operating hours and rental discounted rental rates and rental relief arrangements provided to our key tenants thereafter. See “Risk Factors — Risks Relating to Our Operations — Outbreaks of the global COVID-19 pandemic, infectious diseases and other serious public health concerns in Asia, Europe, America and elsewhere have and may continue to adversely impact our business, financial condition and results of operations.”

Rental revenue. Our rental revenue decreased by 44.3% to S$64.5 million for the nine months ended September 30, 2020 from S$115.7 million for the nine months ended September 30, 2019. This decrease was primarily due to the temporary closure our Properties due to the COVID-19 pandemic. While each mall was closed, no rental amount was billed by the Property Manager except to tenants in essential services (such as supermarkets, pharmacies and clinics) and tenants that elected to remain open (to provide delivery services) during the period. We have also reduced our rentals and service charges billings by a minimum of 33% to account for the shorter opening hours of malls and we have reduced rentals we receive from certain selected key tenants to support their business recovery. Pending completion of such rental relief negotiations, such key tenants were either not billed completely or were only billed partially in the third quarter of 2020 (to avoid the incurrence of non-refundable final tax liabilities which are paid monthly). Most of such rental relief negotiations were completed in October 2020 and the affected billings were subsequently issued in the same month, while some rental relief negotiations remain ongoing. The decrease in gross rental income is also due to the expiry of master leases in Lippo Mall Kemang on December 16, 2019 by approximately S$6.7 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 as well as the divestment of Pejaten Village and Binjai Supermall which resulted in a S$1.8 million reduction in gross rental income for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.

Car park revenue. Our car park revenue decreased by 71.9% to S$3.9 million for the nine months ended September 30, 2020 from S$13.9 million for the nine months ended September 30, 2019, primarily due to the expiry of master leases in Lippo Mall Kemang on December 16, 2019 and by approximately S$6.2 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 and the temporary closure of the Properties. During the period in which malls were closed, some of the malls provided free parking. Car park revenue is also impacted by the increasing usage of online car hailing applications.

Service charge and utilities recovery. Our service charge and utility recovery decreased by 28.1% to S$51.3 million for the nine months ended September 30, 2020 from S$71.4 million for the nine months ended September 30, 2019. During the closure of the retail malls and retail spaces, service charge was billed at a 40% discount to tenants. Utilities recovery income was also substantially reduced as a result of the temporary closures. Upon resumption of mall operations, service charge billings to tenants have been reduced by 33% to account for the shorter opening hours and have also been negatively affected by additional rental reliefs provided to selected key tenants.

Other rental income. Our other rental income decreased to S$1.5 million for the nine months ended September 30, 2020 from S$2.4 million primarily due to decrease in income from the rental of signage, billboards, antennae and other miscellaneous income.

Property Operating Expenses. Our total property operating expenses decreased by 25.9% to S$55.5 million for the nine months ended September 30, 2020 from S$74.8 million for the nine months ended September 30, 2019. This is primarily due to lower operating expenses, mainly consisting of lower consumption of utilities and cautious cost management adopted for repair and maintenance and other outsourced services during the temporary closure of our malls and shorter opening hours after the Properties reopened.

74 Net Property Income. As a result of the foregoing, our net property income decreased by 48.9% to S$65.7 million for the nine months ended September 30, 2020 from S$128.6 million for the nine months ended September 30, 2019.

Manager’s Management Fees. Our manager’s management fees decreased by 32.2% to S$6.1 million for the nine months ended September 30, 2020 from S$9.0 million for the nine months ended September 30, 2019. Due to the closure of the malls and the lack of substantial COVID-19 relief measures by the government (such as wage support schemes), the cashflow of the Property Manager was substantially and negatively impacted as a result of the decrease in the respective malls’ revenues (given the revenue sharing nature of the property management agreement, based on gross revenue and net property income). Consequently, in order to mitigate any potential negative impact on the operations of the malls, a property management fee of Rp6.0 billion was paid to the Property Manager in May 2020 and was reallocated from the base fee due to the LMIRT Manager. The decrease in the manager’s management fee was partially offset by the divestment fee amounting to S$0.5 million paid upon the completion of the divestment of Pejatan Village and Binjai Supermall.

Finance Costs. Our finance costs increased by 17.6% to S$35.2 million for the nine months ended September 30, 2020 from S$29.9 million for the nine months ended September 30, 2019, primarily due to the higher total cost of our US$250.0 million bond issued in June 2019, which was partially offset by the interest expense savings from the repayment of our S$75.0 million EMTN in June 2020.

Decrease in fair values of investment properties. In view of the operational disruptions in Indonesia arising from the COVID-19 pandemic and its effect on the valuation of assets in the country, we engaged external valuers to conduct a desktop valuation for our existing portfolio as of July 31, 2020 resulting in a decrease in fair value of investment properties for the nine months ended September 30, 2020 of S$178.0 million. We performed a full valuation of our portfolio as of December 31, 2020.

Decrease in fair values of investment properties held for divestment. In view of operational disruptions in Indonesia arising from the COVID-19 pandemic, and its effect on the valuation of assets in the country, we renegotiated and entered into a supplemental agreement for the divestment price of Pejaten Village and Binjai Supermall. The decrease in the fair value of investment properties held for divestment represents the difference in the sales price and the additional related capex incurred in the nine months ended September 30, 2020.

Realized foreign exchange adjustment losses. For the nine months ended September 30, 2020, we realized foreign exchange adjustment losses of S$6.1 million as compared to S$0.2 million for the nine months ended September 30, 2019.

Total (Loss)/Return before Tax. As a result of the foregoing, for the nine months ended September 30, 2020, we had total loss for the period before tax of S$181.8 million, as compared to a total return for the period before tax from S$85.9 million for the nine months ended September 30, 2019.

Income Tax Expense. Our income tax expense was S$17.5 million for the nine months ended September 30, 2020, as compared to S$27.8 million for the nine months ended September 30, 2019, primarily due to lower revenue resulting from the temporary closure of malls and the shorter operating hours following the lifting of PSBB in the relevant areas.

Total (Loss)/Return after income tax. As a result of the foregoing, total loss after income tax was S$199.3 million for the nine months ended September 30, 2020 as compared to a total return after income tax of S$58.1 million for the nine months ended September 30, 2019.

Results of Operations for the year ended December 31, 2019 as compared to the year ended December 31, 2018 Gross revenue. Our gross revenue increased by 18.5% to S$273.0 million for the year ended December 31, 2019 from S$230.3 million for the year ended December 31, 2018. This increase was primarily due to the first full year of internalizing the collection of service and utilities recovery charges directly from tenants, which commenced in April 2018.

Rental revenue. Our rental revenue was consistent at S$155.3 million for the year ended December 31, 2019 compared to S$155.2 million for the year ended December 31, 2018, backed by stable occupancy rates and positive rental revisions.

75 Car park revenue. Our car park revenue decreased by 4.9% to S$18.2 million the year ended December 31, 2019 from S$19.1 million for the year ended December 31, 2018, partly due to the expiry of car park master lease at Lippo Mall Kemang and the increased use of ride-hailing services.

Service charge and utilities recovery. Our service charge and utility recovery increased by 86.2% to S$96.1 million for the year ended December 31, 2019 from S$51.6 million for the year ended December 31, 2018.

Other rental income. Our other rental income increased to S$3.4 million for the year ended December 31, 2019 from S$2.6 million for the year ended December 31, 2018.

Property Operating Expenses. Our total property operating expenses increased by 48.2% to S$96.8 million for the year ended December 31, 2019 from S$65.3 million for the year ended December 31, 2018. This is primarily due to the first full year of internalizing the collection of service and utilities recovery charges directly from tenants, which commenced in April 2018.

Net Property Income. As a result of the foregoing, our net property income increased by 6.8% to S$176.2 million for the year ended December 31, 2019 from S$165.0 million for the year ended December 31, 2018.

Manager’s Management Fees. Our manager’s management fees increased by 5.4% to S$12.2 million for the year ended December 31, 2019 from S$11.6 million for the year ended December 31, 2018, in line with the higher net property income and higher value of deposited property.

Finance Costs. Our finance costs increased by 19.4% to S$41.4 million for the year ended December 31, 2019 from S$34.7 million for the year ended December 31, 2018, primarily due to the refinancing of S$ denominated bank financing with the Existing Notes.

Decrease in fair values of investment properties. For the year ended, December 31, 2019, we realized a decrease in fair values of investment properties for the period of S$65.3 million, as compared to a decrease of S$1.5 million for the year ended December 31, 2018, mainly due to (i) a fair value loss in Lippo Mall Kemang as a result of the expiry of its master leases coupled with the challenging car park business environment from increasing usage of ride-hailing services by visitors and (ii) recognition of the difference between the actual sales consideration and the December 31, 2018 recorded fair values of Pejaten Village and Binjai Supermall following the LMIRT Manager’s signing of a conditional sale and purchase agreements (“CSPA”) with NWP Retail for the divestment of these two properties on December 30, 2019.

Realized (losses)/gains on derivative financial instruments. We realized a net loss on hedging contracts of S$1.2 million in the year ended December 31, 2019 as compared to a net loss on hedging contracts of S$3.0 million in the year ended December 31, 2018, due to the expiry of hedging contracts.

Realized foreign exchange adjustment losses. For the year ended December 31, 2019, we realized foreign exchange adjustment losses of S$3.1 million as compared to S$12.3 million for the year ended December 31, 2018, primarily due to the non-recurrence of a one-time foreign exchange loss of S$3.6 million as a result of the exercise to repatriate excess cash held by the Indonesia subsidiaries to partial refinance our maturing debt in 2018.

Amortization of intangible assets. Amortization of intangible assets increased 27.6% to S$3.3 million in the year ended December 31, 2019 from S$2.6 million in the year ended December 31, 2018, due to the write-off of the unamortized intangibles related to the revision of the master lease of the Palembang Icon Sports & Convention Centre.

Total Return before Tax. As a result of the foregoing, for the year ended December 31, 2019, we had a total return for the period before tax of S$39.5 million, a decrease of 60.4% from S$99.6 million for the year ended December 31, 2018.

Income Tax Expense. For the year ended December 31, 2019, our income tax expense was S$26.0 million, a decrease of 32.9% from S$38.7 million for the year ended December 31, 2018.

76 Total return after income tax. As a result of the foregoing, total return after income tax decreased by 77.8% to S$13.5 million for the year ended December 31, 2019 from S$60.9 million for the year ended December 31, 2018.

Results of Operations for the year ended December 31, 2018 as compared to the year ended December 31, 2017 Gross revenue. Our gross revenue increased by 16.7% to S$230.3 million for the year ended December 31, 2018 from S$197.4 million for the year ended December 31, 2017. This increase was primarily due to the introduction of a S$51.6 million service charge and utility recovery as a result of the change in the manner that we provide cleaning and maintenance services in the operation of our Properties. This increase was partially offset by decreases in rental revenue and income from rental of mechanical, electrical and mall operating equipment.

Rental revenue. Our rental revenue decreased by 5.5% to S$155.2 million for the year ended December 31, 2018 from S$164.2 million for the year ended December 31, 2017. This decrease was primarily due to a 9.5% depreciation of the Rupiah against the Singapore Dollar, coupled with lower rental income for retail spaces due to the expiry of the master leases in our seven retail spaces. This decrease was partially offset by the full year of rental income earned in 2018 following the acquisitions of Lippo Plaza Kendari in June 2017, Lippo Plaza Jogja and Kediri Town Square in December 2017.

Car park revenue. Our car park revenue decreased by 8.5% to S$19.1 million for the year ended December 31, 2018 from S$20.9 million for the year ended December 31, 2017, primarily due to a 9.5% depreciation of the Rupiah against the Singapore Dollar.

Service charge and utility recovery. We recorded a S$51.6 million service charge and utility recovery for the year ended December 31, 2018 following the termination of our outsourcing arrangement with a third party maintenance provider at our Properties from April 2018 when we started collecting these charges from our tenants directly.

Income from rental of mechanical, electrical and mall operating equipment. Our income from rental of mechanical, electrical and mall operating equipment decreased by 83.4% to S$1.7 million for the year ended December 31, 2018 from S$10.3 million for the year ended December 31, 2017, primarily due to the termination of our outsourcing arrangement with a third party maintenance provider in 2018.

Other rental income. Our other rental income increased by 32.3% to S$2.6 million for the year ended December 31, 2018 from S$2.0 million for the year ended December 31, 2017, primarily due to increase in rental of signage, billboard, antenna and other miscellaneous income.

Property Operating Expenses. Our total property operating expenses increased by 397.8% to S$65.3 million for the year ended December 31, 2018 from S$13.1 million for the year ended December 31, 2017. This was primarily due to costs incurred of S$45.3 million for maintenance and operations of our Properties following the termination of our outsourcing arrangements with third party maintenance provider in 2018. We also recorded a S$4.8 million net allowance for doubtful debts made for the year ended December 31, 2018 as compared to a net reversal allowance of S$ 2.0 million for doubtful debts made for the year ended December 31, 2017.

Net Property Income. As a result of the foregoing, our net property income decreased by 10.5% to S$165.0 million for the year ended December 31, 2018 from S$184.3 million for the year ended December 31, 2017.

Manager’s Management Fees. Our manager’s management fees decreased by 7.4% to S$11.6 million for the year ended December 31, 2018 from S$12.5 million for the year ended December 31, 2017. This was primarily due to the lower value of deposited property and net property income.

Finance Costs. Our finance costs increased by 9.7% to S$34.7 million for the year ended December 31, 2018 from S$31.6 million for the year ended December 31, 2017, primarily due to the increase in aggregate borrowings for the acquisition of Lippo Plaza Jogja and Kediri Town Square in December 2017. The increase was partially offset by the partial repayment of S$100.0 million bonds in November 2018 and a S$90.0 million term loan in December 2018 using internal cash resources.

77 Decrease in fair values of investment properties. For the year ended December 31, 2018, we realized a decrease in fair values of investment properties for the period of S$1.5 million mainly due to the depreciation of our Rupiah-denominated properties as compared to a decrease of S$30.4 million for the year ended December 31, 2017.

Realized (losses)/gains on derivative financial instruments. We realized a net loss on hedging contracts of S$3.0 million in the year ended December 31, 2018 as opposed to a net gain on hedging contracts of S$1.5 million in the year ended December 31, 2017, due to the depreciation of Rupiah against the Singapore Dollar in 2018.

Realized foreign exchange adjustment losses. For the year ended December 31, 2018, we realized foreign exchange adjustment losses for the period of S$12.3 million as compared to S$5.5 million for the year ended December 31, 2017 mainly due to the negative foreign exchange impact on the repatriation of cash at an exchange rate less favorable than at the time of the initial investment.

Amortization of intangible assets. Amortization of intangible assets decreased 79.9% to S$2.6 million in the year ended December 31, 2018 from S$13.0 million in the year ended December 31, 2017, following the expiration of certain master lease agreements relating to Palembang Icon and all of the master lease agreements in Lippo Plaza Batu in July 2018 and the full amortization of the master lease agreements relating to Lippo Mall Kemang in 2017 upon the expiration of such lease agreements.

Total Return before Tax. As a result of the foregoing, for the year ended December 31, 2018, we had total return for the period before tax of S$99.6 million, an increase of 13.1% from S$88.1 million for the year ended December 31, 2017.

Income Tax Expense. Our income tax expense was S$38.7 million for the year ended December 31, 2018, an increase of 52.3% compared to S$25.4 million for the year ended December 31, 2017. This increase in income tax expense for the year ended December 31, 2018 was primarily due to the impact of Government Regulation Number 34 of 2017 which came into effect in January 2018 relating to service charges and recovery of utilities.

Total return after income tax. As a result of the foregoing, total return after income tax decreased by 2.8% to S$60.9 million for the year ended December 31, 2018 from S$62.7 million for the year ended December 31, 2017.

Liquidity and Capital Resources We have historically financed our capital requirements through funds generated from operations, bank and bond financings, the issuance of perpetual securities and the issuance of units in LMIRT. Our primary capital requirements have been to finance purchases of Properties, to finance asset enhancement initiatives and to fund general working capital requirements. Following the Rights Issue and the Acquisition Financing (and the refinancing of existing indebtedness with the proposed issuance of the Notes) and closing of the Acquisition of Puri Mall, we believe that we will have sufficient capital resources from our operations and other financings and capital raisings to meet our capital requirements for at least the next 12 months. See “Business — Acquisition of Puri Mall”. Subject to restrictions in our existing indebtedness instruments and The Property Funds Appendix governing LMIRT, in connection with the operation of our business, we may incur further indebtedness, which may result in an increase in our finance costs.

We strive to maintain cash and cash equivalents sufficient to cover operating expenses on an on-going basis. As of September 30, 2020, we had a balance of cash and cash equivalents of S$123.1 million consisting of an unrestricted cash balance of S$120.3 million and cash pledged for bank facilities of S$2.8 million.

The ongoing COVID-19 pandemic has created significant uncertainty for our malls and retail spaces. This has affected our financial performance and made it necessary for us to deviate from our stated policy of distributing at least 90% of our tax-exempted income. A more moderate and prudent distribution was adopted in light of the challenging circumstances and possible uncertainties in the future. Our distributable income is from our net tax-exempt income which comprises mainly tax exempt (1-tier) dividends received from the Singapore subsidiaries of LMIR Trust (“SPCs”) that originated from the underlying rental and related income derived from the Indonesian properties. We may also, at the

78 discretion of the Manager, make capital distributions to unitholders which comprise proceeds received from the redemption of redeemable preference shares in the SPCs, irrespective of the level of distributable income. For the avoidance of doubt, as disclosed by us and in accordance with our trust deed, the actual level of distribution will be determined at the Manager’s discretion.

The tax transparency treatment applicable to S-REITs that derive specified income from Singapore immovable properties (“taxable income”) which requires a distribution to unitholders of at least 90% of the taxable income derived by the S-REITs in the same year the income is derived is not applicable to LMIR Trust.

Cash Flows The following table sets forth information regarding our cash flows for the periods indicated and our cash and cash equivalent at the end of each period:

Nine months ended Year ended December 31 September 30 2017 2018 2019 2019 2020 S$ S$ Thousands Thousands Cash flows from operating activities ...... 140,962 141,575 137,815 107,458 44,449 Cash flows (used in)/ from investing activities ...... (182,606) (11,666) (18,029) (8,706) 98,769 Cash flows from/(used in) financing activities ...... 31,368 (142,809) (60,278) (33,036) (124,356) Net (decrease)/increase in cash and cash equivalents .... (10,276) (12,900) 59,508 65,716 18,862 Cash and cash equivalents at beginning of the year/period ...... 74,271 59,787 45,299 45,299 105,765 Effect of exchange rate changes on cash and cash equivalents ...... (4,208) (1,588) 958 1,308 (4,348) Cash and cash equivalents at end of the year/period ...... 59,787 45,299 105,765 112,323 120,279

Net cash flows provided by operating activities amounted to S$44.4 million for the nine months ended September 30, 2020, compared to net cash flows provided by operating activities of S$107.5 million for the nine months ended September 30, 2019. This shift in net cash flows provided by operating activities for the nine months ended September 30, 2020 from net cash flows provided by operating activities for the nine months ended September 30, 2019 is primarily due to the closure of malls and reduced operating hours during the nine months ended September 30, 2020 as a result of COVID-19. Net cash flows provided by operating activities amounted to S$137.8 million for the year ended December 31, 2019, compared to net cash flows provided by operating activities of S$141.6 million for the year ended December 31, 2018. This shift in net cash flows provided by operating activities in the year ended December 31, 2019 to net cash flows provided by operating activities for the year ended December 31, 2018 was primarily due to an increase in the non-cash expense of the decrease in fair value of investment properties, offset by a corresponding decrease in total return before tax. Net cash flows provided by operating activities amounted to S$141.6 million for the year ended December 31, 2018, compared to net cash flows provided by operating activities of S$141.0 million for the year ended December 31, 2017. This shift in net cash flows provided by operating activities in the year ended December 31, 2018 to net cash flows provided by operating activities for the year ended December 31, 2017 was primarily due to a decrease in amortization of intangible assets as well as trade and other working receivables.

Net cash flows from investing activities amounted to S$98.8 million for the nine months ended September 30, 2020, compared to net cash flows used in investment activities of S$8.7 million for the nine months ended September 30, 2019. This shift in net cash flows from investing activities for the nine months ended September 30, 2020 compared to net cash flows used in investment activity in the nine months ended September 30, 2019 was primarily due to the divestment of investment properties in 2020. Net cash flows used in investing activities amounted to S$18.0 million for the year ended December 31, 2019, compared to S$11.7 million for the year ended December 31, 2018. This shift in net cash flows used in investing activities in the year ended December 31, 2019 to the year ended December 31, 2018 was primarily due to an increase in capital expenditure on investment properties. Net cash flows used in investing activities amounted to S$11.7 million for the year ended December 31, 2018, compared to S$182.6 million for the year ended December 31, 2017. This shift in net cash flows used in investing activities in the year ended December 31, 2018 to the year ended

79 December 31, 2017 was primarily due to the acquisition of Lippo Plaza Kendari in June 2017, Jogja and Kediri Town Square in December 2017, respectively.

Net cash flows used in financing activities was S$124.4 million for the nine months ended September 30, 2020, compared to net cash flows used in financing activities for the nine months ended September 30, 2019 of S$33.0 million. This change to net cash flows used in financing activities for the nine months ended September 30, 2020 from net cash flows used in financing activities for the nine months ended September 30, 2019 was primarily due to the receipt of proceeds from the bond issuance in 2019, repayment of bank borrowings as well as a shift in deferred income primarily due to the divestment of Pejaten Village and Binjai Supermall. Net cash flows used in financing activities was S$60.3 million for the year ended December 31, 2019, compared to net cash used in financing activities for the year ended December 31, 2018 of S$142.8 million. This shift to net cash flows used in financing activities for the year ended December 31, 2019 to net cash flows used in financing activities for the year ended December 31, 2018 was primarily due to proceeds from the issuance of the Existing Notes in 2019. Net cash flows used in financing activities was S$142.8 million for the year ended December 31, 2018, compared to net cash flows from financing activities for the year ended December 31, 2017 of S$31.4 million. This shift to net cash flows used in financing activities for the year ended December 31, 2018 to net cash flows from financing activities for the year ended December 31, 2017 was primarily due to a shift in trade and other receivables as well as trade and other payables.

Contractual Obligations and Commitments The following table sets forth our total debt and finance lease obligations as of September 30, 2020.

Maturity Period Less than After Total 1 year 1-3 years 3-5 years 5 years (S$ millions) Senior notes ...... 342.2 - - 342.2 - Bank term loan ...... 310.0 175.0 135.0 - - Revolving credit facility ...... 44.0 44.0 - - Total debt ...... 696.2 219.0 135.0 342.2 - Finance lease obligations ...... 1.1 - 0.4 0.7 - Total contractual obligations ...... 697.3 219.0 135.4 342.9 -

For a description of our indebtedness, see “Description of Indebtedness”.

The contractual obligations described above do not include our planned AEI. See “Summary of the Group — Strategies — Selective acquisitions and divestments”.

Since September 30, 2020, our level of indebtedness has increased following the incurrence of the Acquisition Financing.

Perpetual Securities Pursuant to our S$1 billion Guaranteed Euro Medium Term Securities Program, we have issued perpetual securities, comprising 1) S$140.0 million 7.0% subordinated perpetual securities issued by HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) in September 2016 and subsequently substituted by Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) in January 2018 (the “2016 Perpetuals”), and 2) S$120.0 million 6.6% subordinated perpetual securities issued by HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) in June 2017 and subsequently substituted by Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) in January 2018 (the “2017 Perpetuals”).

Distributions on the 2016 Perpetuals are payable semi-annually on a discretionary basis and are non-cumulative. The first reset distribution date for the 2016 Perpetuals is September 27, 2021 and subsequent reset dates occurring every five years thereafter. The 2016 Perpetuals do not have a fixed redemption date, but may be redeemed, at the option of the Guarantor, in whole, but not in part, on September 27, 2021 or later.

80 Distributions on the 2017 Perpetuals are payable semi-annually on a discretionary basis and are non-cumulative. The first reset distribution date for the 2017 Perpetuals is December 19, 2022 and subsequent reset dates occurring every five years thereafter. The 2017 Perpetuals do not have a fixed redemption date, but may be redeemed, at the option of the Guarantor, in whole, but not in part, on December 19, 2022 or later.

The 2016 and 2017 Perpetual Securities are classified as equity instruments and recorded as equity in the consolidated statement of financial position. See Note 23 to the audited consolidated financial statements as of and for the year ended December 31, 2019 for further details.

Capital Expenditure Our capital expenditures consist of enhancement expenditures with respect to investment properties as well as acquisitions of investment properties. The following table sets forth information regarding our capital expenditures for the periods indicated.

Nine months ended Year ended December 31 September 30, 2017 2018 2019 2020 S$ Thousands Acquisitions of investment properties ...... 126,640 - - - Enhancement expenditure capitalized ...... 45,638 7,704 16,218 6,819 Total investments in investment properties ...... 172,278 7,704 16,218 6,819

Since 2017, we have acquired three malls: Lippo Plaza Kendari in June 2017, Lippo Plaza Jogja in December 2017, Kediri Town Square in December 2017 and divested two malls: Pejaten Village in July 2020 and Binjai Supermall in August 2020. On January 27, 2021, we completed the Acquisition of Puri Mall pursuant to a conditional sale and purchase agreement with PT Mandiri Cipta Gemilang, an affiliate of our Sponsor. See “Business — Puri Mall” and “Business — Strategies — Strengthening our asset positioning as lifestyle hubs via a three-pronged portfolio reconstitution approach”.

We commenced AEI works at four malls since 2018: Cibubur Junction in November 2018, Pluit Village in February 2019 and Sun Plaza in November 2018, with works commencing at Sun Plaza in January 2019 and expected to complete in 2021. The AEI works at both Cibubur Junction and Pluit Village were completed by December 2019. We also intend to commence AEI works at Gajah Mada Plaza in the third quarter of 2021 and Plaza Semanggi at the end of 2021. See “Business — Asset Enhancement”.

Quantitative and Qualitative Disclosures about Market Risks Our business exposes us to a variety of financial risks, including changes to foreign exchange rates, inflation and fluctuations in interest rates. The following discussion summarizes our exposure to foreign exchange rates, inflation and interest rate movements and our policies to address these risks. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. These statements are based upon current expectations and projections about future events. There are important factors that could cause the actual results and performance to differ materially from such forward-looking statements, including those risks discussed under “Risk Factors”.

Foreign Currency Exchange Risk We are subject to foreign exchange exposure due to changes in foreign exchange rates arising from foreign currency transactions and balances as well as changes in the fair values from our investments in Indonesia. The value of the Rupiah has been subject to fluctuations in the past and may be subjected to fluctuation in the future. We will require US Dollars to service the Notes and the Existing Notes.

We enter into currency option contracts to mitigate the fluctuation of income denominated in Rupiah arising from (i) dividends received or receivable by the Singapore subsidiaries and (ii) capital receipts from repayment of shareholders loans to the Singapore subsidiaries. We do not enter into derivative contracts for speculative purposes.

81 Inflation Risk According to the International Monetary Fund, Indonesia’s annual inflation rate, as measured by changes in Indonesia’s consumer price index, was 3.8%, 3.3% and 2.8% in 2017, 2018 and 2019, respectively. Inflation affects our results of operations primarily by increasing operating expenses, which we generally seek to address by raising service charges on an annual basis. However, in competitive markets, including Jakarta, our ability to pass on cost increases is constrained.

Interest Rate Risk We are exposed to risks as a result of interest rate fluctuations. Our bank facilities provide for a floating interest rates, which are reset at regular intervals. We have entered into interest rate swaps to convert these floating rate obligations into fixed rate exposure.

Off-Balance Sheet Items As of September 30, 2020, except as disclosed above, we had no off-balance sheet liabilities.

Recent Accounting Pronouncements The adoption of the new/revised accounting policies has not resulted in substantial changes to the accounting policies of the Group and had no material effect on the amounts reported for the current nine month period ended September 30, 2020.

82 BUSINESS

Recent Developments Impact of the Global COVID-19 Pandemic

Š we closed our Properties at the end of March 2020, other than for certain essential services, to support the Indonesian government’s objective to curb the spread of the virus;

Š we have converted certain fixed rental agreements to revenue-based rentals, especially for F&B and hypermarket tenants, on a temporary basis;

Š we have experienced a reduction in occupancy rates;

Š we have faced early termination of leases by certain tenants;

Š we have recognized a decrease in the fair value of the Properties as of July 2020; and

The disruption of our operations due to COVID-19 has resulted, and may continue to result, in materially adverse financial condition, business performance and results of operations, including future

83 declines in the value of our assets. In the fourth quarter of 2020, we have continued to experience shorter mall operating hours. Rental and service charge billings to tenants have correspondingly been reduced by 33.0% to account for the shorter mall opening hours. We expect these reduced billings, together with the reduced rentals we have offered to certain key tenants and lower occupancy rates, will be reflected in lower revenue in the fourth quarter and full year 2020 results. We also expect such reductions in rentals and billings and lower occupancy rates to continue into at least the first half of 2021 due to COVID-19, which will continue to adversely affect our results of operations. Given that market uncertainties remain over the pandemic, including the duration of the COVID-19 pandemic and its impact on the economy as a whole, we will continue to evaluate the fair value of our Portfolio from time to time which may result in a further decrease in fair value of our Properties.

We completed the Acquisition of Puri Mall on January 27, 2021.

Corporate Structure We own the retail malls through 23 Indonesian SPCs, 22 of which are owned by two Singapore SPCs each, one of which is owned by three Singapore SPCs and one of which is owned by one Singapore SPC. We own the retail spaces through seven Indonesian SPCs and seven Singapore SPCs.

84 Retail Malls 85

Note: Functional currencies in all entities included in the structure are IDR apart from Great Properties (Red highlight) which is in SGD. Functional currency for the holding company — LMIR Trust is in SGD Retail Spaces

100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Retail Space Serpong Metropolis Java Properties Matos Properties Detos Properties Palladium Madiun Java Properties Singapore Properties Properties Pte Ltd Pte Ltd Pte Ltd Properties Properties Pte Ltd SPCs Pte Ltd Pte Ltd Pte Ltd Pte Ltd } 5.0% 5.0% 5.0% 5.0% 25.0% 5.0% 5.0%

95.0% 95.0% 95.0% 95.0% 75.0% 95.0% 95.0% Retail Space PT Dinamika PT Gema PT Matos PT Megah PT Palladium Pt Madiun PT Java Indonesian Serpong Metropolis Surya Perkasa Detos Utama Megah Lestari Ritelindo Mega Jaya SPCs Modern } 86

100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Mall WTC Metropolis Town Malang Town Depok Town Grand Palladium Java Supermall Retail Plaza Madiun Matahari Units Square Units Square Units Square Units Medan Units Units } Spaces As set forth above, our business has been negatively affected by the global COVID-19 pandemic. See “Overview—Recent Developments”. Notwithstanding this impact, we believe that we are well- positioned to weather the current challenging economic and social conditions and the following competitive strengths and strategies reflect our medium- to long-term outlook for our business and the Indonesian property sector.

Competitive strengths

We believe our competitive strengths include:

Leading position as one of Indonesia’s largest retail property owners with a GFA of over 1.8 million sq m We are the largest REIT in Asia Pacific providing pure-play exposure to the Indonesia retail sector and one of the largest and most geographically diversified retail property owners in Indonesia, with 22 retail malls and seven retail spaces spanning a total GFA of over 1.8 million sq m and a total NLA of over 0.96 million sq m across 12 key Indonesian cities, following the Acquisition of Puri Mall. Given our extensive coverage, we believe we are one of the only retail platforms that provides nationwide access for both domestic and international tenants looking to expand across Indonesia. This enhances our bargaining power when negotiating with existing and potential future tenants and allows us to reap economies of scale in the form of efficient portfolio and property management.

87 the pandemic, with the budget for the National Economic Recovery program recently raised to Rp553.09 trillion in 2021, so as to support the economic recovery in Indonesia.

Some of our strategically located retail malls include:

Š Plaza Medan Fair — Strategically located in the shopping and business district of Medan, serving a population of 2.2 million people from the neighboring affluent residential complexes.

88 The Property is easily accessible by public transport. It is also strategically located near the bus terminal for the express bus from Kuala Namu International Airport (KNO), thereby attracting both domestic and international tourists. The Property recorded 16.8 million shoppers in 2019 and achieved an occupancy rate of 95.4% as of September 30, 2020. It is one of the largest retail malls in Medan, with a host of well-known international and domestic retailers and industry brand names such as Transmart Carrefour, Matahari Department Store, Cinepolis, A&W Restaurant, the Original Levi’s Store, Watsons and Bata. Because of its wide variety of tenants, it is not only the first stop for tourists who arrive via the express bus but also a venue to meet the needs of the local community.

Adaptable to the changing demands of consumers by re-positioning our portfolio as lifestyle hubs to grow a sustainable customer base We employ a robust and proactive brand management system to ensure that the product and tenant mix in our Properties continually appeal to our customers. Against the backdrop of growing competition posted by e-commerce and online shopping, our key focus is to re-position our Properties as lifestyle hubs and to capitalize on the physical experience of our shoppers. Our portfolio tenant composition is targeted to shift towards having a higher proportion of F&B / specialty tenants.

89 destinations for both discretionary and non-discretionary consumer spending which has helped to drive shopper traffic.

The Properties have a large and well-diversified combined tenant base of 3,066 tenants (as of September 30, 2020). The top ten tenants in the retail malls constituted approximately 21.3% (with no individual tenant accounting for more than 8.0%) of our gross rental income for the nine months ended September 30, 2020. The portfolio has also been successful in attracting non-related party tenants, with gross total income contribution from non-related party tenants increasing from 63.5% in financial year 2019 to 65.4% for the nine months ended September 30, 2020. Additionally, no single trade sector accounts for more than 23% and 20% of NLA and gross rental income, respectively, as of and for the nine months ended September 30, 2020.

We generally agree to attractively structured, long-dated lease terms with our tenants, including the following terms:

Š a security deposit of three months’ rent and three months’ service charge that help boost our working capital and provide more financial flexibility and minimize the risk of tenant default;

Š non-terminable by the tenant upon signing, which provides visibility and security on rental revenues;

Š consisting of base rates with a fixed annual escalation of approximately 5% which provides us with a steady growth trajectory;

90 appointed by the LMIRT Trustee), an independent financial adviser to advise the independent directors and approvals from minority unitholders.

Strategies We believe that the following strategies will help us achieve consistent and sustainable growth and expand our revenue base:

In addition, we have commenced asset enhancement initiatives for Sun Plaza and plan to refurbish Gajah Mada Plaza.

91 We plan to continue investing in asset enhancement works in order to maintain relevance of our Properties and to provide improved shopping experiences to customers. In order to accomplish this, the LMIRT Manager works closely with the Property Manager to actively refresh and reconfigure the layout of our retail malls and retail spaces and tenant mix in order to maximize the retail offering and drive footfall at each retail mall and retail space. Capital expenditure to conduct regular minor AEI works are funded by internal cash flows and is typically at up to 1.0% of the value of properties. iii) Selective acquisitions and divestments In line with our overall aim to acquire income-producing assets for long-term growth, we undertake active portfolio and asset management strategies, which involve ongoing review of potential strategic acquisitions and selective asset divestments opportunities to constantly rejuvenate the portfolio and augment organic growth. We believe that there exists a healthy pipeline of potential acquisitions with upside potential from both rights of first refusal from the Sponsor and opportunities presented by third parties. The fragmented and diverse nature of the retail property market in Indonesia provides us with further acquisition growth opportunities. In addition, we continue to receive robust inbound purchase enquiries for our assets; these are carefully reviewed in detail on a case-by-case basis when tabled in line with our capital recycling policy.

92 September 30, 2020, excluding revolving credit facilities, we do not have any outstanding debt maturities within financial year 2020. We also adopt prudent hedging practices via entering into derivatives or other similar instruments to minimize interest rate, currency, credit and market risks for all kinds of transaction; this has led to 95.1% of our debt (excluding the perpetuals) hedged with fixed interest rates as of September 30, 2020 and a target of up to 80% of net cash flows from our Indonesian onshore companies into Singapore to manage the foreign exchange risk.

PORTFOLIO Since our listing in November 2007, we have grown our initial portfolio of 14 properties to its current size of 29 properties, comprising 22 retail malls and seven retail spaces located in other retail malls. Following the divestments of Pejaten Village and Binjai Supermall and the Acquisition of Puri Mall, we have a total GFA of 1,822,548 square meters and NLA of 962,769 square meters. The asset value is Rp15,716.1 billion as of July 31, 2020. The retail malls and retail spaces had an average portfolio occupancy rate of 85.5% as of September 30, 2020. The graphs below show the historic growth in our portfolio valuation, number of Properties and overall occupancy rate for the periods indicated.

Portfolio valuation

(Rp billion)

CAGR: 7.9% 19,475 19,514 18,852 17,257 17,764 18,124 15,716 13,769 13,574 6,348 7,353 8,145 9,521 9,722 9,765 10,667 6,219 6,219 8,547 7,636 6,403 7,077 4,913 3,577 3,094 3,323 10,909 10,412 9,980 9,955 9,792 9,087 5,753 7,550 7,354 7,169 3,309 3,754 4,059 FY2008A FY2009A FY2010A FY2011A FY2012A FY2013A FY2014A FY2015A FY2016A FY2017A FY2018A FY2019A 30 Sep2020A In Jakarta Outside Jakarta

Number of properties (Units) 95.7% 96.9% 98.3% 98.2% 98.3% 95.0% 94.7% 94.0% 94.3% 93.7% 92.9% 91.5% 85.5%

>1.87x 30 30 30 28 26 27 23 23 24 17 17 17 17 13 14 16 15 15 15 11 11 11 7 7 7 8 12 12 13 13 1313 13 13 12 8 8 8 9

FY2008A FY2009A FY2010A FY2011A FY2012A FY2013A FY2014A FY2015A FY2016A FY2017A FY2018A FY2019A 30 Sep2020A In Jakarta Outside Jakarta Overall occupancy %

The retail malls are strategically located in large population catchment areas in Greater Jakarta, Bandung, Yogyakarta, Medan, Palembang, Bali and Sulawesi and cater mainly to the needs of middle to upper-middle income domestic consumers.

The retail malls and retail spaces have a diversified tenant base of 3,066 tenants as of September 30, 2020 that includes well-known retailers such as Carrefour, Hypermart, Matahari Department Store and Sogo, as well as popular consumer brands including Zara, Uniqlo, H&M, Muji, Miniso, Giordano, Ace Hardware, Adidas, and lifestyle brands, including Timezone, Cinepolis, Fitness First, Kidzoona, among others.

The portfolio has a staggered lease expiry profile with a weighted average lease expiry of 3.4 years (by NLA) as of September 30, 2020 to ensure a steady earnings base. We also have a pipeline of retail malls for acquisition from our Sponsor.

93 Below is a map illustrating the geographic distribution of the portfolio:

CERTAIN SUMMARY INFORMATION ON THE PROPERTIES

Percentage contribution to our gross revenue for nine months Occupancy Year of ended NLA as of GFA as of as of building September 30, September 30, September 30, September 30, Name of property City completion 2020 2020 2020 2020 (%) (sq m) (sq m) (%) Retail Malls Lippo Mall Kemang ..... Jakarta 2012 8.40 57,473 150,932 89.2 Sun Plaza ...... Medan 2004 11.20 69,556 167,000 93.9 Plaza Medan Fair ...... Medan 2004 10.40 68,512 141,866 95.4 Pluit Village ...... Jakarta 1996 8.20 86,591 150,905 83.7 Bandung Indah Plaza . . . Bandung 1990 5.10 30,288 75,868 93.1 Palembang Icon ...... Palembang 2013 5.30 28,538 50,889 95.1 The Plaza Semanggi .... Jakarta 2003 4.50 60,084 155,122 65.5 Cibubur Junction ...... Jakarta 2005 4.40 34,022 66,935 94.7 Mal Lippo Cikarang ..... Jakarta 1995 3.90 28,869 39,604 95.2 Lippo Mall Kuta ...... Bali 2013 3.70 20,350 48,467 88.5 Istana Plaza ...... Bandung 2003 3.00 27,471 47,533 76.7 Gajah Mada Plaza ...... Jakarta 1982 3.20 36,535 79,830 59.1 Lippo Plaza Kramat Jati ...... Jakarta 1989 2.80 32,951 65,446 91.8 Lippo Plaza Jogja ...... Yogyakarta 2005 3.90 24,414 66,098 91.1 Palembang Square ..... Palembang 2003 2.50 30,504 50,000 94.7 Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza) .... Jakarta 2003 2.20 28,645 58,859 73.1 Lippo Plaza Kendari .... Kendari 2012 2.70 20,204 34,784 99.7 Palembang Square Extension ...... Palembang 2011 1.70 18,027 23,825 88.5 Kediri Town Square ..... Kediri 2011 1.80 16,610 28,688 93.7 Lippo Plaza Batu ...... Malang 2009 1.00 18,558 34,340 74.6 Tamini Square ...... Jakarta 2005 0.70 17,475 18,963 97.3 Pejaten Village(2) ...... 5.10 - - - Binjai Supermall(3) ...... 1.80 - - - Total for Retail Malls ... 97.50 755,677 1,555,954 86.6(1)

(1) Weighted average occupancy as of September 30, 2020. (2) Pejaten Village was divested on July 30, 2020. (3) Binjai Supermall was divested on August 3, 2020.

94 Percentage of contribution to our gross revenue for nine months Occupancy Year of ended NLA as of GFA as of as of building September 30, September 30, September 30, September 30, Name of Property completion 2020 2020 2020 2020 (%) (sq m) (sq m) (%) Retail Spaces Plaza Madiun Units ...... 2000 1.10 11,340 16,094 95.6 Malang Town Square Units . . . 2005 0.40 11,065 11,065 100.0 Depok Town Square Units .... 2005 0.30 12,824 13,045 99.5 Java Supermall Units ...... 2000 0.30 11,082 11,082 98.8 Metropolis Town Square Units ...... 2004 0.20 14,861 15,248 66.2 Grand Palladium Medan Units(1) ...... 2005 0.00 12,305 13,730 0.0 Mall WTC Matahari Units ..... 2003 0.20 10,753 11,184 80.3 Total for Retail Spaces ...... 2.50 84,230 91,448 76.1(2) Total for Properties ...... 100.0 839,907 1,647,402 85.5(2)

(1) Our units are vacant as the Business Association of the mall is in the midst of consolidating all the strata title holders to refurbish the mall. (2) Weighted average occupancy as of September 30, 2020.

95 Valuation

Percentage Value of Value of of aggregate Properties as of Properties as of value of the Property July 31, 2020(1)(2) July 31, 2020(1)(2) Properties (Rp billions) (S$ millions) (%) Retail Malls Lippo Mall Kemang ...... 2,383.0 223.6 15.2 Sun Plaza ...... 2,043.0 191.7 13.0 Pejaten Village(3) ...... - - - The Plaza Semanggi ...... 904.0 84.8 5.7 Plaza Medan Fair ...... 936.6 87.9 6.0 Pluit Village ...... 680.9 63.9 4.3 Lippo Mall Kuta ...... 716.3 67.2 4.6 Gajah Mada Plaza ...... 706.7 66.3 4.5 Bandung Indah Plaza ...... 593.0 55.6 3.8 Palembang Icon ...... 710.0 66.6 4.5 Palembang Square ...... 683.0 64.1 4.3 Mal Lippo Cikarang ...... 696.0 65.3 4.4 Istana Plaza ...... 532.6 50.0 3.4 Lippo Plaza Kramat Jati ...... 566.7 53.2 3.6 Lippo Plaza Jogja ...... 541.9 50.9 3.5 Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza) ...... 323.7 30.4 2.1 Kediri Town Square ...... 364.5 34.2 2.3 Cibubur Junction ...... 258.7 24.3 1.6 Lippo Plaza Kendari ...... 339.5 31.9 2.2 Binjai Supermall(4) ...... - - - Palembang Square Extension ...... 270.0 25.3 1.7 Tamini Square ...... 261.7 24.6 1.7 Lippo Plaza Batu ...... 225.8 21.2 1.4 Sub-total ...... 14,737.6 1,383.0 93.8 Retail Spaces Plaza Madiun Units ...... 217.2 20.4 1.4 Malang Town Square Units ...... 160.9 15.1 1.0 Depok Town Square Units ...... 145.7 13.7 0.9 Java Supermall Units ...... 129.2 12.1 0.8 Metropolis Town Square Units ...... 134.5 12.6 0.9 Mall WTC Matahari Units ...... 107.5 10.1 0.7 Grand Palladium Medan Units ...... 83.5 7.8 0.5 Sub-total ...... 978.5 91.8 6.2 Grand Total ...... 15,716.1 1,474.8 100.0

(1) The valuation figures above are based on an independent valuation as of July 31, 2020 and converted to S$ using the closing rate of Rp10,657.14 to S$1 as of July 31, 2020. (2) The value of Properties as of July 31, 2020 set forth in the table above includes the value of investment properties (S$1,470.6 million) and the value of intangible assets (S$4.2 million) as of that date. (3) Divested on July 30, 2020. (4) Divested on August 3, 2020.

96 Tenant profile

The table below sets out information on the 10 largest tenants of the Properties (in terms of Gross Rental Income for the nine months ended September 30, 2020).(1)

Percentage of Gross Rental total Gross Rental Average Income for the Income for the Remaining nine months nine months Lease Terms ended ended as of September 30, September 30, September 30, Tenant Trade sub-sector 2020 2020 2020 (S$ thousands) (%)

Matahari Department Store ...... Department Store 4,756.2 7.4 3.2 Hypermart ...... Hypermarket 3,462.9 5.4 3.4 Carrefour ...... Hypermarket 2,026.0 3.1 7.3 Timezone ...... Leisure & Entertainment 676.7 1.0 2.9 Sport Station ...... Fashion 533.4 0.8 2.1 Ace Hardware ...... Home Hardware 497.4 0.8 3.3 Cinepolis ...... Leisure & Entertainment 480.5 0.7 3.4 Mr DIY ...... Home Hardware 477.0 0.7 3.6 Solaria ...... Food & Beverages 467.7 0.7 2.0 Miniso ...... Furniture 461.0 0.7 2.2 Top 10 tenants ...... 13,838.8 21.3 3.9 Other tenants ...... 50,629.2 78.7 2.9 Total ...... 64,468.0 100.0 3.4

(1) Includes the gross rental income from the retail spaces.

Trade Sectors The following table sets out trade sectors represented at the retail malls and retail spaces as of and for the nine months ended September 30, 2020:

Percentage of gross rental Trade Sectors income NLA (%) (%)

F&B / food court ...... 20 14 Fashion ...... 18 13 Casual leasing ...... 7 — Department store ...... 8 18 Supermarket / hypermarket ...... 9 23 Parking ...... 4 — Leisure & entertainment ...... 4 12 All other sectors ...... 30 20 Total ...... 100 100.0

97 Lease Expiry Profile The weighted average lease expiry (by NLA) as of September 30, 2020 was 3.4 years. The following table sets out the expiry profile of the tenancies of the Properties as of September 30, 2020:

Expiring leases as a percentage of NLA of Expiring NLA as Period leases September 30, 2020 (sq m) (%)

October – December 2020 ...... 89,827 10.7 2021 ...... 78,585 9.4 2022 ...... 114,230 13.6 2023 ...... 83,622 10.0 Beyond 2023 ...... 298,031 35.5

Lease Renewals Lease renewals are usually negotiated three to six months before lease expiry depending on the area leased by the tenants. Renewed terms will generally be a three to five year lease term with average positive reversion of 3 to 5 percent (depending on lease term, area and negotiations). As part of our team’s efforts to refresh the tenant-mix of our malls, certain tenants may not be renewed. They may either be relocated or exit the mall entirely.

Lease Structure Master lease structure The master lease may be structured as (i) base rent plus annual rent escalation; or (ii) pre-agreed amounts payable over the tenure of the relevant master lease. Rental will also typically include service charges and utilities recovery charges to cover property maintenance expenses. Key master lease terms include:

Š Lease tenure: typically three to five years

Š Security deposit: None

Š No break clause

Š Lessees shall have the right to sub-let space to sub-lessees of good repute and sound financial standing

Fixed plus annual step-up lease structure The fixed plus annual step-ups may be structured as the base rent plus an annual rent escalation of ~5% per annum. Rental will also typically include service charges and utilities recovery charges to cover property maintenance expenses. Key lease terms include:

Š Lease tenure: typically three to five years

Š Security deposit: typically three-months’ rent, and three months service charge, either via cash or bankers guarantee

Š No break clause

Š Lessees have subletting and assignment rights

Š Fit-out period of three months

Variable rents lease structure The variable rents may be structured as either (i) a percentage of tenant sales turnover; or (ii) a higher base rent with rental step-up or a percentage of tenant sales turnover. Rental will also typically include service charges and utilities recovery charges to cover property maintenance expenses.

98 Key lease terms include:

Š Lease tenure: typically three to five years

Š Security deposit: typically three-months’ rent, and three months service charge, either via cash or bankers guarantee

Š No break clause

Š Lessees have subletting and assignment rights

Š Fit-out period of three months

THE PROPERTIES As of September 30, 2020, we had 16 properties outside Jakarta and 12 properties within Jakarta, as follows: Breakdown by valuation Breakdown by NLA

Outside Jakarta In Jakarta Outside S$673m S$802m Jakarta In Jakarta 54.4% 45.6% 418,824 sqm 421,083 sqm 49.9% 50.1% 16 properties 12 properties

99 As of September 30, 2020 Gross Net Acquisition Purchase Floor Lettable Land Land Lease No. of Property Date Price Valuation Valuation Area Area Occupancy Title Expiry Tenants (Rp (Rp (S$ billions) billions)(2) millions)(2) (sq m) (sq m) (%) Bandung Indah Plaza ...... November 19, 2007 611.6 593.0 55.6 75,868 30,288 93.1 BOT December 31, 2030 201 Cibubur Junction . . November 19, 2007 464.2 258.7 24.3 66,935 34,022 94.7 BOT July 28, 2025 183 Lippo Plaza Ekalokasari Bogor ...... November 19, 2007 333.0 323.7 30.4 58,859 28,645 73.1 BOT June 27, 2032 72 Gajah Mada Plaza ...... November 19, 2007 483.3 706.7 66.3 79,830 36,535 59.1 Strata January 24, 2040 131 Istana Plaza ...... November 19, 2007 585.3 532.6 50.0 47,533 27,471 76.7 BOT January 17, 2034 117 Mal Lippo Cikarang ...... November 19, 2007 367.2 696.0 65.3 39,604 28,869 95.2 HGB May 5, 2023 146 The Plaza Semanggi ...... November 19, 2007 1,013.8 904.0 84.8 155,122 60,084 65.5 BOT March 31, 2054 356 Sun Plaza ...... March 31, 2008 967.2 2,043.0 191.7 167,000 69,556 93.9 HGB November 24, 2032 363 Plaza Medan Fair ...... December 6,2011 1,042.1 936.6 87.9 141,866 68,512 95.4 BOT July 23, 2027 410 Pluit Village ...... December 6, 2011 1,593.6 680.9 63.9 150,905 86,591 83.7 BOT June 9, 2027 238 Lippo Plaza Kramat Jati .... October 15, 2012 539.6 566.7 53.2 65,446 32,951 91.8 HGB October 24, 2024 85 Palembang Square Extension ...... October 15, 2012 221.5 270.0 25.3 23,825 18,027 88.5 BOT January 25, 2041 23 Tamini Square .... November 14, 2012 180.0 261.7 24.6 18,963 17,475 97.3 Strata September 26, 2035 12 Palembang Square ...... November 14, 2012 467.0 683.0 64.1 50,000 30,504 94.7 Strata September 1, 2039 111 Lippo Mall Kemang ...... December 17, 2014 3,540.4 2,383.0 223.6 150,932 57,473 89.2 Strata June 28, 2035 226 Lippo Plaza Batu ...... July 7, 2015 265.0 225.8 21.2 34,340 18,558 74.6 HGB June 8, 2031 45 Palembang Icon . . July 10, 2015 790.0 710.0 66.6 50,889 28,538 95.1 BOT April 30, 2040 159 Lippo Mall Kuta . . . December 29, 2016 800.0 716.3 67.2 48,467 20,350 88.5 HGB March 22, 2037 22 Lippo Plaza Kendari ...... June 21, 2017 310.0 339.5 31.9 34,784 20,204 99.7 BOT July 7, 2041 45 Lippo Plaza Jogja ...... December 22, 2017 570.0 541.9 50.9 66,098 24,414 91.1 HGB December 27, 2043 27 Kediri Town Square ...... December 22, 2017 345.0 364.5 34.2 28,688 16,610 93.7 HGB August 12, 2024 64 15,489.8 14,737.6 1,383.0 1,555,954 755,677 86.6 3,036 RETAIL MALLS . . . Depok Town Square Units . . . November 19, 2007 131.5 145.7 13.7 13,045 12,824 99.5 Strata February 27, 2035 4 Grand Palladium Units ...... November 19, 2007 134.0 83.5 7.8 13,730 12,305 0.0(1) Strata November 9, 2028 0 Java Supermall Units ...... November 19, 2007 133.1 129.2 12.1 11,082 11,082 98.8 Strata September 24, 2037 3 Malang Town Square Units . . . November 19, 2007 130.8 160.9 15.1 11,065 11,065 100.0 Strata April 21, 2033 3 Mall WTC Matahari Units ...... November 19, 2007 128.9 107.5 10.1 11,184 10,753 80.3 Strata April 8, 2038 2 Metropolis Town Square Units . . . November 19, 2007 171.8 134.5 12.6 15,248 14,861 66.2 Strata December 27, 2029 3 Plaza Madiun Units ...... November 19, 2007 171.2 217.2 20.4 16,094 11,340 95.6 Strata February 9, 2032 15 RETAIL SPACES ...... 1,001.3 978.5 91.8 91,448 84,230 76.1 30 TOTAL ...... 16,491.1 15,716.1 1,474.8 1,647,402 839,907 85.5 3,066

(1) Our units are vacant as the Business Association of the mall is in the midst of consolidating all the strata title holders to refurbish the mall. (2) The valuation figures above are based on an independent valuation as of July 31, 2020 and converted to S$ using the closing rate of Rp10,657.14 to S$1 as of July 31, 2020. The valuation of Properties as of July 31, 2020 set forth in the table above includes the value of investment properties (S$1,470.6 million) and the value of intangible assets (S$4.2 million) as of that date.

100 ACQUISITION OF PURI MALL Overview of the Property Lippo Mall Puri (also referred to in this section as “Puri Mall” or the “Property”) is a retail mall located at Jalan Puri Indah Boulevard Block U1, Puri Indah, South Kembangan Sub-District, Kembangan District, West Jakarta City, DKI Jakarta Province, Indonesia.

Lippo Mall Puri is part of the St. Moritz Jakarta Integrated Development (“St. Moritz”), a premium integrated development which is the largest mixed-use development in West Jakarta with a total construction floor area of approximately 850,000 sq m. St. Moritz comprises Lippo Mall Puri, six apartment towers (The Royal Towers 1 and 2, The Ambassador Towers 1 and 2 and The Presidential Towers 1 and 2) with a total of more than 1,000 units, Hope Academy, a new concept of urban school, and a building housing offices and a 5-star hotel which is estimated to have approximately 320 rooms. The Vendor is the sole developer and project manager for St. Moritz, and has envisioned a “live, work and play” environment for the development. The Vendor is an indirect wholly-owned subsidiary of the Sponsor. The Property, which is the only retail mall in St. Moritz, provides residential, office tenants and hotel guests direct access to a wide range of food options, gym providers, entertainment (such as cinemas) as well as lifestyle amenities.

The Property is distributed over five floors of retail space (lower ground floor, ground floor, upper ground floor and levels 1 and 2) within Lippo Mall Puri’s two eight-story buildings (“LMP 1” and “LMP 2”) with a total GFA of approximately 175,146 sq m (representing 38.6% of St Moritz’s total GFA) and a total NLA of approximately 116,014 sq m. The Sponsor is in the process of restoring a portion of the second floor on the left wing of the Property previously utilized as car park lots to its original function as leasable retail space (the “P2 Space”). The restoration of the P2 Space, which is expected to be completed by March 2021, will add approximately 6,848 sq m of leasable retail space. This will increase the total NLA of Lippo Mall Puri to approximately 122,862 sq m. LMP 1 and LMP 2 are connected by an underground and overhead retail walkway (the “Retail Walkway”), which has retail space with a NLA of approximately 4,224 sq m which may be leased to tenants. The Property also has access to the car parks with 4,285 car park lots.

The Property does not include the Retail Walkway and the car parks. The Vendor has agreed to provide and guarantee reasonable access to the areas of Lippo Mall Puri which are not part of the Property, including the Retail Walkway and the car parks (the “Excluded Area”) to LMIR Trust’s Indonesian property holding entity, PT Puri Bintang Terang (“PT PBT”), the tenants of the Property and visitors to the Property, so that (a) PT PBT and any service operator appointed jointly by PT PBT and the Vendor to provide operation and/or maintenance services in relation to the Property following the completion of the Acquisition shall be able to operate and manage the Property; (b) the users of the Property and/or PT PBT shall be able to continue to utilize the Property; and/or (c) the tenants, users or visitors of the Property and/or PT PBT will have and continue to have reasonable access to the Property.

101 The table below sets out a summary of selected information on the Property.

Address/location Jalan Puri Indah Boulevard Block U1, Puri Indah, South Kembangan Sub-District, Kembangan District, West Jakarta City, DKI Jakarta Province, Indonesia

Description / existing use Commercial

Car park lots 4,285 car park lots (not part of the Property)

Title Strata Title (Hak Atas Satuan Rumah Susun) Certificates No. 419 and No. 420 issued on October 2, 2020 and expiring on January 15, 2040

Date of completion of building July 2014

Occupancy rate 91.9% as of June 30, 2020 (89.9% upon restoration of the P2 Space); 90.8% as of September 30, 2020 (88.8% upon restoration of the P2 Space)(1)

Average gross rent (2) Rp.186,106 per sq m per month as of June 30, 2020; Rp. 184,471 per sq m per month as of September 30, 2020

Number of tenants As at June 30, 2020: 333; As at September 30, 2020: 325

GFA Approximately 175,146 sq m

NLA 116,014 sq m as at June 30, 2020 (122,862 sq m upon restoration of the P2 Space)

Weighted Average Lease As at June 30, 2020: 3.4 years; Expiry (“WALE”) (By NLA) As at September 30, 2020: 3.5 years.

Notes:

(1) As at September 30, 2020, after adjusting for any tenants that have given early termination notices but are still physically operating within the Property, including Parkson, and including any new leases signed to occupy retail spaces that will be vacated as a consequence of such early termination, including Ranch Market (occupying 1,933.8 sq m of space), and the three food and beverage (“F&B”) tenants (occupying in aggregate 435 sq m of space), the Property’s adjusted occupied area amounts to 103,124 sq m and consequently, the adjusted occupancy rate stands at 85.6% excluding P2 Space. Including P2 Space, the Property’s adjusted occupancy rate stands at 83.9%.

(2) This is computed by taking the average of the gross rent (excluding service charge).

Overview of the Vendor Support The Property commenced operations in 2014 (with LMP 1 on June 19, 2014 and LMP 2 on March 26, 2015) with occupancy rate building over the years to be at 91.9% (exclusive of P2 Space) as at June 30, 2020 and 90.8% (exclusive of P2 Space as at September 30, 2020). The Property, being a part of the mixed-use development has evolved as other components of the mixed-use development have opened since 2014. The hotel currently under construction is targeted to open in 2022 which delivers the completed St. Moritz development.

As at June 30, 2020, 183 out of 333 tenants (representing 68.4% of the total NLA of the Property, exclusive of the P2 Space) are still operating under their first lease terms and benefiting from concessionary rental rates. As at September 30, 2020, 158 tenants out of 325 tenants (representing 61.2% of the total NLA of the Property, exclusive of the P2 Space) are still operating under their first lease terms and benefiting from concessionary rental rates. The current average rental rates of the Property are lower compared to the rental rates of its competitor malls within a 5-kilometre radius of the Property before the COVID-19 pandemic.

102 The outbreak of the COVID-19 pandemic has impacted the performance of the retail market in Indonesia due to strict health protocols and transitional social restriction measures, which has led to a sharp decline in shopper traffic as the overall number of visitors are being limited and leisure-related retailers such as cinemas, fitness centers, karaoke bars, children’s playgrounds and other types of operators considered higher risk for COVID-19 transmission remain under review for reopening. Consequently, the retail market has experienced a decline in rental rates of retail space as mall owners offer more competitive rental rates to attract or retain tenants or provide rental reliefs to tenants to help them tide over the pandemic. These measures will likely impact the Property’s short-term revenue due to lower growth rates, lower average rental rates and higher vacancy allowances.

The LMIRT Manager has therefore negotiated for the Vendor to lease certain vacant leasable space within the Property which is not occupied by, or which has not been committed in writing to be leased to a tenant other than the Vendor under an agreement1 (the “Uncommitted Space”, and the agreement to lease the Uncommitted Space, the “Vendor Support Agreement”) on a quarterly basis from the date of Completion to December 31, 2024 (the “Vendor Support Period”), for such amount of rent such that the Property will generate an agreed amount of NPI per quarter and an NPI of least Rp.340.0 billion per annum from the date of completion of the Acquisition to December 31, 2024 (with partial periods pro rated) (the NPI target per quarter, the “NPI Target”, and the leasing of the Uncommitted Space, the “Vendor Support”). Should the actual NPI exceed the NPI Target, 50% of such excess above the NPI Target will be carried forward to the subsequent quarters and used to satisfy any subsequent shortfall between the actual NPI and the NPI Target while the remaining 50% of such excess shall be retained by PT PBT. PT PBT shall also be entitled to retain any cumulative surplus of actual NPI over the NPI Target following the end of the Vendor Support Period on December 31, 2024.

The Vendor Support is expected to allow the Property to provide a stable level of income to mitigate the short-term uncertainties caused by the COVID-19 pandemic, and for the property income to be in line with the income of comparable retail malls in West Jakarta during the Vendor Support Period.

Information on the Enlarged Portfolio Overview of the Enlarged Portfolio The table below sets out selected information on LMIR Trust Existing Portfolio and the Property (the “Enlarged Portfolio”) as at September 30, 2020 (unless otherwise indicated).

Total/Weighted Average The Property(1) Existing Portfolio Enlarged Portfolio

NLA(sqm) ...... 122,862 839,907(2) 962,769 Number of Tenants ...... 325 3,066 3,391 Occupancy Rate (%) ...... 88.8(3) 85.5 85.9 WALE by NLA (years) ...... 3.5 3.4 3.5 Valuation (Rp. billion) ...... 3,500.0 15,716.1(4) 19,216.1

Notes: (1) Based on NLA of Lippo Puri Mall including the restoration of P2 Space. (2) Based on Existing Portfolio as at September 30, 2020, after the Divestments. (3) Excluding P2 Space, the Property’s occupancy rate stands at 90.8%. (4) Based on July 31, 2020 desktop valuation.

Purchase Consideration and Timing The Purchase Consideration was Rp.3,500.0 billion. We closed the Acquisition of Puri Mall on January 27, 2021 and are in the process of recording the strata title certificates under the name of PT Puri Bintang Terang with the relevant land agency. As of the date of this Offering Memorandum, these strata title certificates are still registered in the name of the Vendor.

1 The Uncommitted Space is 10.1% and 11.2% of the total NLA of the Property (inclusive of P2 Space) as at June 30, 2020 and as at September 30, 2020 respectively.

103 Total Acquisition Cost The Acquisition Cost was S$384.1 million, comprising the following:

(i) the Purchase Consideration of Rp.3,500.0 billion (S$330.6 million (based on the exchange rate as of January 22, 2021));

(ii) the Acquisition Fee of S$1.7 million payable to the Manager pursuant to the Trust Deed (as defined herein) in connection with the Acquisition, being 0.5% of the Purchase Consideration for the Acquisition.

In this regard, to demonstrate its support for the Acquisition, the Manager has voluntarily waived 50.0% of its Acquisition Fee Entitlement under the Trust Deed, which would otherwise have been 1.0% of the Purchase Consideration for the Acquisition. As the Acquisition will constitute an “interested party transaction” under paragraph 5 of the Property Funds Appendix, Acquisition Fee to be paid will be satisfied via the issue of Acquisition Fee Units which shall not be sold within one year of the date of issuance. For the avoidance of doubt, Acquisition Fee will only be paid (and the Acquisition Fee Units will only be issued) after the Acquisition has been completed;

(iii) VAT (Value Added Tax) of Rp.350.0 billion (S$33.1 million), being 10.0% of the Purchase Consideration;

(iv) DALBT (Duty on Acquisition of Land and Building Titles) of Rp.175.0 billion (S$16.5 million), being 5.0% of the Purchase Consideration; and

(v) estimated legal and other professional fees and expenses of S$2.2 million to be incurred by LMIR Trust in connection with the Acquisition.

Method of Financing The Manager financed the Acquisition Cost (save for the Acquisition Fee, which was paid through the issue of the Acquisition Fee Units) through a combination of debt financing of S$120.0 million (comprising S$80.0 million from bank debt and a S$40.0 million of Vendor Financing) and part of the proceeds from the Rights Issue amounting to S$260.2 million.

Interested Person Transaction and Interested Party Transaction The Sponsor directly and/or through its subsidiaries and through its interest in the Manager, has deemed interests of (i) 32.32% in LMIR Trust (prior to the closing of the Rights Issue), and is therefore regarded as a “Controlling Unitholder” of LMIR Trust under both the Listing Manual and the Property Funds Appendix. In addition, the Manager is directly held by Peninsula, which in turn is directly held by Mainland and Jessleton. Mainland and Jesselton are in turn wholly-owned subsidiaries of the Sponsor and the Sponsor is therefore regarded as a “Controlling Shareholder” of the Manager under both the Listing Manual and the Property Funds Appendix.

For the purpose of Chapter 9 of the Listing Manual and the Property Funds Appendix, the Vendor, being an indirect wholly-owned subsidiary of the Sponsor (which in turn is a Controlling Unitholder of LMIR Trust and a Controlling Shareholder of the Manager) is an Interested Person and an Interested Party of LMIR Trust.

As such, the Acquisition (including the Vendor Support) and the Vendor Financing will constitute Interested Person Transactions under Chapter 9 of the Listing Manual and also Interested Party Transaction under paragraph 5 of the Property Funds Appendix for which Unitholders’ approval is required. Accordingly, the approval of Unitholders was required for the Acquisition (including the Vendor Support) and the Vendor Financing.

The Manager obtained the approval of Unitholders in respect of the Acquisition (including the Vendor Support) and the Vendor Financing at the EGM held on December 14, 2020.

Rationale and Key Benefits of the Acquisition Certain of the information set forth below has been derived from the Independent Market Research Report which is appended as Appendix A (the “Independent Market Research Report” or the “Report”)

104 and prepared by Savills Valuation and Professional Services (S) Pte Ltd (the “Independent Market Research Consultant”). The Report is dated as of August 26, 2020 and has not been updated for subsequent developments or events. See Appendix A for additional information about the Report.

We believe that the Acquisition of Puri Mall will provide the following key benefits:

Puri Mall is part of a premium integrated development located within West Jakarta, an area with favorable demand and supply dynamics The Acquisition of Puri Mall, which we believe will be our flagship asset, represents an opportunity for us to acquire a best-in-class retail mall in West Jakarta. Competitive strengths of Puri Mall include:

Š Landmark asset in an established residential and commercial precinct Puri Mall, which is part of St. Moritz, the largest premium integrated development in West Jakarta, is strategically located in Puri Indah CBD, a commercial precinct in the Puri Indah residential estate which facilitates close to 400 businesses. It also houses other commercial developments such as Pondok Indah Hospital Puri Indah, Puri Gardenia Apartment, Windsor Apartment, Puri Indah Auto Center, Puri Indah Financial Tower, West Jakarta Mayor Office and others. According to the estimates provided in the Independent Market Research Report, the primary catchment area of Puri Mall, as shown below, comprises nearly 400,000 households with approximately 1.5 million residents and an estimated working population of more than 670,000 workers. The catchment area consists largely of middle- upper class residential housing, with pockets of high-rise private residential developments, townhouses, civic amenities, schools, hospitals, hotels, restaurants, offices and shopping centers.

Map of Puri Mall’s Primary Catchment Area

Catchment Population

Area Number of Residents Number of Households Working Population A1...... 334,115 89,077 151,852 A2...... 44,789 11,575 20,181 A3...... 344,851 91,939 156,732 A4...... 34,474 9,191 15,668 A5...... 360,694 96,163 163,932 A6...... 70,715 18,853 32,139 A7...... 289,235 76,433 133,471 Total ...... 1,478,873 393,231 673,975

Source: The Independent Market Research Report

105 Surrounding Developments

Source: The Independent Market Research Report

Given its strategic location, Puri Mall has established itself as one of the most iconic and well-known retail malls in West Jakarta. Puri Mall is also positioned as Indonesia’s first digital mall and a “One Stop Shopping Mall” catering to families, executives and students living in its vicinity and is anchored by familiar brands such as Matahari and Sogo and is well complemented by a variety of established F&B, fashion and electronic stores, as well as lifestyle and entertainment services. This broad and complementary range of retailers ensures that the mall is able to meet the everyday needs of the target catchment. Puri Mall had 325 tenants as of September 30, 2020, spread across a full and extensive range of retail, dining, entertainment and leisure options with household brands including Cinema XXI, Matahari and Time Zone, as well as over 100 renowned international brands such as Adidas, Best Denki, H&M, Marks & Spencer, Uniqlo, and Zara. As of 2019, Puri Mall was able to serve 17.0 million visitors per year and the average visitor per month had grown from approximately 176,000 visitors per month in the second half of 2014 to 1.42 million visitors per month in the fourth quarter of 2019, representing a compounded average growth rate of close to 52% over the five year period. However, the number of visitors in the second quarter of 2020 dropped 82% to 682,000 from the same period last year as a result of the impact of the COVID-19 pandemic in Indonesia, which led to the announcement of large-scale social restrictions and the consequential temporary closure of Puri Mall from March 27, 2020 (with the exception of essential services). Puri Mall re-opened for operations on June 15, 2020 and Puri Mall’s shopper traffic has shown a gradual improvement and has now recovered to approximately 45.0% of the levels seen before the outbreak of the COVID-19 pandemic. This improvement occurred despite the continued imposition of social distancing restrictions and measures on Puri Mall including (i) the continued closure of leisure-related retailers such as cinemas, fitness centers, karaoke bars and children’s playgrounds, (ii) a 50.0% capacity limit within the mall, and (iii) the shorter operating hours (8 hours instead of the normal 12 hours).

106 Improvement in shopper traffic post-opening of Puri Mall

160 150 139 135 136 134 140 132 133 126 125

Thousands 119 120 113

100

60 46 42 45 39 35 35 37 37 35 37 37 40

0 Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13 Week 14 Week 15 Week 16 Week 17 Week 18 Week 19 Week 20 Week 21 Week 22 (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending (ending 5 Apr) 12 Apr) 19 Apr) 26 Apr) 3 May) 10 May) 17 May) 24 May) 31 May) 7 Jun) 14 Jun) 21 Jun) 28 Jun) 5 Jul) 12 Jul) 19 Jul) 26 Jul) 2 Aug) 9 Aug) 16 Aug) 23 Aug) 30 Aug)

Since June 2020, Puri Mall has increased in traffic despite the second large-scale social restrictions (Pembatasan Sosial Berskala Besar) being imposed from September 14, 2020 to October 11, 2020 as per the figure below.

Monthly shopper traffic of Lippo Mall Puri since March 2020

900 816 800 700 649

Thousands 615 590 600 539 500 464 400 356 300 200 156 170 100 - Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20

We believe that Puri Mall remains attractive to shoppers in the region as it is supported by the surrounding large local catchment and strong spending power. According to the Independent Market Research Report, malls located near to large residential catchments are likely to enjoy more stable footfall and sales during the COVID-19 pandemic due to growing preference by shoppers for malls located near their home. Hence, we believe that Puri Mall remains well-positioned for growth potential as businesses recover from the COVID-19 pandemic.

Š An integrated ecosystem designed for living, working and playing Puri Mall, the retail podium component of St. Moritz with approximately 116,014 sq m of NLA over five levels, is one of the largest purpose-built shopping malls in West Jakarta and is an integral part of the development’s “live, work and play” vision. The restoration of the P2 Space by the Sponsor to its original function as leasable space will add approximately 6,848 sq m, of leasable retail space increasing total NLA to approximately 122,862 sq m. The mall provides residents, office tenants and future hotel guests direct access to a wide range of food options, lifestyle amenities such as gym providers, and entertainment such as a cinema. The indoor playground in Puri Mall also makes for a family-friendly destination for residents, tenants and future hotel guests alike. Similarly, the hotel component, as well as convention centers located in the same mixed-use development provides convenient event venues and amenities not only for office occupiers, but also for residents. In addition, private schools in and around St. Moritz will cater to the needs of the residents, while also benefiting from the easy access to the retail offerings of Puri Mall.

107 Layout of the St. Moritz Jakarta Integrated Development

Cross-section of the St. Moritz Jakarta Integrated Development

MALL/RETAIL SCHOOL APARTEMENT

PARKING HOTEL & OFFICE RETAIL WALKWAY

According to the Independent Market Research Report, being a component of an integrated development has enabled Puri Mall to be increasingly relevant during the COVID-19 pandemic where movement is restricted, as retail and other essential amenities are readily available and accessible within walking distance. During the period of closure from March 27, 2020 to June 14, 2020, Puri Mall attracted a daily average of 5,524 visitors compared to a daily average of 2,824 visitors per mall within LMIR Trust’s existing retail malls located within the Greater Jakarta region. The presence of residential and commercial components within the integrated development provides a natural visitor catchment for Puri Mall and demand for products/ services.

Š Favorable Supply Dynamics in West Jakarta According to the Independent Market Research Report, the retail supply and leasing market in Jakarta showed signs of improvement in 2019, with several new openings of middle-up malls including Citywalk Gajah Mada (West Jakarta), Lippo Mall Mampang (South Jakarta) and Citra Xperience (Central Jakarta). As at end 2019, total retail stock in Jakarta amounted to nearly 3.2 million sq m. Coupled with a healthy annual net take-up of 74,765 sq m which far surpassed the total new supply of 24,173 sq m in 2019, occupancy rate rose to 89.6%, the highest since 2016. However, the onset of the COVID-19 pandemic caused some developers to postpone their development schedule, as many

108 retailers remained cautious and held back on their expansion plans. Consequently, there was only one new retail property completed in the first half of 2020; Elysee in SCBD complex, an upper-grade mall in South Jakarta.

Specifically, within West Jakarta, there was no injection of new supply in the first half of 2020. Hence, take-up in West Jakarta held up relatively well at 2,750 sq m, compared with an annual net demand of 3,915 sq m in 2019. As a result of positive net absorption, vacancy in West Jakarta eased from 10.0% in 2019 (the high level since 2015) to 9.6% in the second quarter of 2020 as shown below. Moreover, owing to the relatively large population and limited retail space available in West Jakarta, retail space per capita remained as one of the lowest at 0.23 sq m, compared with 0.53 sq m in South Jakarta and 0.51 sq m in Central Jakarta. Coupled with the large population and relatively high spending power in West Jakarta, retail occupancy of well-managed malls in the area held up well, despite the ill-effects from the pandemic.

NLA sq m Vacancy 160,000 Completion of 16.0% 140,000 14.0% 120,000 12.0% 100,000 10.0% 80,000 8.0% 60,000 6.0% 40,000 20,000 4.0% 0 2.0% -20,000 0.0% 2013 2014 2015 2016 2017 2018 2019 2020F2021F Net Supply (LHS) Net Demand (LHS)

Source: The Independent Market Research Report

In terms of the retail pipeline supply in Jakarta, 57.6% (236,300 sq m) comes from new middle-up shopping malls, while the remaining 42.4% (173,800 sq m) are upper-grade shopping malls. Hence, existing middle-up malls (which account for about 41% of the existing stock) and upper-grade malls (which account for around 33% of the existing stock) are likely to face more intense competition from the upcoming supply, particularly in North, South and Central Jakarta. In geographical terms, future supply is primarily spread across North Jakarta (30.5%; 125,000 sq m), South Jakarta (29.6%; 121,400 sq m) and Central Jakarta (24.7%; 101,200 sq m), with only 7.9% (32,500 sq m) in West Jakarta. New supply in East Jakarta is also relatively limited (7.3%; 30,000 sq m), as the low spending power makes this area less attractive for retail/ shopping mall developments. Therefore, existing malls in West and East Jakarta are expected to see limited impact from the upcoming malls.

109 Retail Pipeline Supply in Jakarta from 2020 to 2022

Central, 24.7% East, 7.3% Daan Mogot City Mall, West, 7.9% South, 29.6% 6.3% HUB Life Taman Anggrek, 1.6% North, 30.5%

Source: The Independent Market Research Report

The majority of the future supply in West Jakarta is expected to be provided by the completion of Daan Mogot City Mall (26,000 sq m), the retail component of a mixed-use project which includes apartment towers, educational institutions and other cultural facilities and Hub Life Taman Anggrek (12,000 sq m), a small scale upper-grade mall focused on catering to residents living above the mall. Given the comparatively small sizes of these new malls, the addition of these new malls in 2021 is unlikely to significantly impact the competitive position of Puri Mall.

Š Excellent transportation connectivity Puri Mall enjoys convenient access from three roads adjacent to Puri Mall, including two major toll roads, the Jakarta-Tangerang Toll Road and Jakarta Outer Ring Road W2, which provide excellent accessibility to the Soekarno-Hatta International Airport, the Jakarta Central Business District and other parts of Jakarta, Tangerang and Bekasi. The Jakarta Central Business District and Soekarno-Hatta International Airport are situated approximately 12 kilometers and 20 kilometers to the southeast and northwest of Puri Mall, respectively. There is also a two-way major road, Jalan Puri Indah Raya, beside the mall which connects it to other residential developments in the surrounding areas, the Jakarta Inner City Toll Road and Tangerang. Public transportation services are readily accessible along Jalan Puri Indah Raya.

The location of Puri Mall, with its excellent transport connectivity to major business hubs, is set to benefit from the Indonesian government’s ongoing infrastructure program in Jakarta, which saw the commencement of many transit oriented development projects — projects to develop mixed-use residential and commercial areas designed to maximize access to public transport — already widely promoted to the public in the area. This emphasizes the region’s potential to become a transportation hub.

110 Map of Puri Mall / the St. Moritz Jakarta Integrated Development

Tol Airport Pluit Ancol

Kapuk 1 W RR JO Soekarno – Hatta International Airport ~10 minutes

Tomang Tol Tangerang Tol Kebon Jeruk Lippo Alam Karawaci Sutra Sudirman JORR W2 (Target 2013)

Semanggi ~15 minutes Bintaro Tol ao wi aw Jagor Gatot Subroto

Pondok Indah ~10 minutes Kemang Tol T.B Simatupang

Acquisition of a high-quality retail mall at an attractive price and attractive NPI Yield with potential for capital appreciation The Acquisition of Puri Mall presented an opportunity for LMIR Trust to acquire a strategically located, iconic retail mall at an attractive price.

The NPI Yield of the Acquisition based on Puri Mall’s NPI for FY2019 including the Vendor Support is 9.71%. The NPI Yield of our Portfolio (without Puri Mall) was 9.65% as of December 31, 2019. With the Acquisition, the NPI Yield of the Enlarged Portfolio would be 9.66% on a pro forma basis as of December 31, 2019.

Existing Portfolio Property Enlarged Portfolio

NPI (Rp. billion) ...... 1,819.2 340.0(1) 2,159.2 Valuation / Purchase Price (Rp. billion) ...... 18,851.8 3,500.0 22,351.8 NPI Yield (%) ...... 9.65 9.71 9.66

Note: (1) Property NPI of Rp.340.0 billion comprises of Vendor support of Rp.118.0 billion and the net service income of Rp.13.0 million.

The NPI Yield of the Acquisition based on Puri Mall’s NPI for the nine months ended September 30, 2020 including the Vendor Support is 9.80%. The NPI Yield of our Portfolio (without Puri Mall) was 5.15% as of September 30, 2020. With the Acquisition, the NPI Yield of the Enlarged Portfolio would be 5.95% on a pro forma basis as of September 30, 2020. The annualized NPI for 9M2020 is negatively impacted by the COVID-19 pandemic.

Existing Portfolio Property Enlarged Portfolio

NPI (Rp. billion) ...... 651.8 257.3(1) 909.1 Valuation / Purchase Price (Rp. billion) ...... 16,868.7 3,500.0 20,368.7 Annualized NPI Yield (%) ...... 5.15 9.80 5.95

Note: (1) Property NPI of Rp.257.3 billion comprises of Vendor support of Rp.161.3 billion and the net service income of Rp.2.3 billion.

111 The Acquisition will result in a significant growth in AUM and NLA The Acquisition will increase LMIR Trust’s AUM by 18.57% to Rp.22,351.8 billion as of June 30, 2020 (from Rp.18,851.8 billion in FY2019). NLA will also increase by 13.57% to 1,028,429 sq m (from 905,567 sq m in Q2 2020). Following the divestment of Pejaten Village and Binjai Supermall on July 30, 2020 and August 3, 2020 respectively, the Acquisition will increase LMIR Trust’s AUM by 22.27% and NLA by 14.63%. This enlarges LMIR Trust’s footprint within the Indonesia’s retail landscape, and positions LMIR Trust favorably to benefit from Indonesia’s resilient retail and consumer market and the upside of the expected economic recovery when the COVID-19 pandemic is effectively managed.

Gradual economic recovery and growth optimism According to the World Bank, real GDP is expected to contract by 1.6% in 2020, whereas Focus Economics Consensus Forecast panelists expect GDP to contract 0.8% in 2020. In view of the COVID-19 pandemic, private consumption is expected to slow and investment to contract with social distancing and the imposition of travel restrictions and the large-scale social restriction. As set forth in the Report, Indonesia has stronger resilience to global economic shocks based on its GDP growth as compared to its more developed regional counterparts and continues to possess strong potency for recovery from 2021 onwards.

The Indonesian government has introduced expansionary monetary and fiscal policy to help with the economic fallout associated with the pandemic. The downturn is expected to be temporary and a gradual economic recovery is projected once the infection is contained locally and globally. Predicated on a gradual but steady reopening of the economies in Indonesia and abroad, the baseline growth outlook foresees a recovery spanning the next two years, with private consumption recovering first, followed by private investment.

Going forward, Bank Indonesia is expected to maintain price stability and strengthens policy coordination with the Indonesian government, both at the central and regional levels, to control inflation remains low in its target of 3.0% ± 1% in 2020 and 2021.

Supportive macro-economic conditions in Indonesia Based on the Independent Market Research Report, the supportive macro-economic and retail market outlook in the mid-term is expected to provide a favorable window of opportunity for the Acquisition, given the temporary depressed state of the market. It also allows Puri Mall to capitalize on the market growth potential over the next few years, when the COVID-19 pandemic is effectively managed. While overall retail rents are not expected to show an immediate significant upside for the rest of the year, meaningful growth will likely return from late-2021 onwards. In particular, the recovery of shopping malls in West Jakarta is expected to garner momentum more rapidly, given the limited supply pipeline and lack of development sites in the area. This is especially so for malls located near residential estates, amid consumers limit their propensity to travel further distances to their immediate neighborhoods during the outbreak. Additionally, the rental recovery for upper-grade malls is expected to outperform the overall market in 2022.

Positive rental reversions in the market Given the current pandemic situation in Jakarta, rents are not expected to show an immediate significant upside. Although rental rates have been affected by the COVID-19 pandemic, it is expected to be stable or grow moderately in the long run as businesses recover from the COVID-19 pandemic. According to the Independent Market Research Report, meaningful growth will likely start to return from late-2021 and the rental recovery for upper-grade malls are expected to outperform other grades in 2022, with an estimated growth of 3.0% year-on-year, compared with 2.0% to 2.5% year-on-year for other grades.

Notwithstanding that Puri Mall’s attractiveness is accentuated by being part of a broader “live, work and play” ecosystem, the passing rent for the specialty areas in Puri Mall as of June 2020 was approximately Rp.400,000 per sq m per month, which is slightly lower than the comparable retail properties (which are predominantly standalone retail formats) at Rp.450,000 to Rp.500,000 per sq m per month, according to the Independent Market Research Report. While this may be lower than the

112 market average for upper-grade malls in Jakarta, there is an underlying potential for Puri Mall to benefit from positive rental reversions in the future, especially after economy recovers from the impact of the COVID-19 pandemic over in the medium term. The LMIRT Manager believes that this growth potential is further accentuated by Puri Mall’s current balanced lease expiry profile will be able to position LMIR Trust to benefit from positive rental reversions in a post COVID-19 environment, while providing a measure of income stability to LMIR Trust.

Lease expiry profile by NLA of Puri Mall(1) (as of June 30, 2020)

50.0% 44.9% 40.0% 30.0% 20.0% 11.9% 14.3% 14.8% 10.0% 3.9% 0.0% 2020 2021 2022 2023 >2023

Source: Company information Note: (1) The percentages are calculated based on Puri Mall’s NLA as at June 30, 2020, which is before the restoration of the P2 Space to leasable retail space. Changes to the percentages following the restoration of the P2 Space are not expected to be significant.

As of June 30, 2020, 13,780 sq m (equivalent to 11.2% of Puri Mall’s NLA inclusive of the P2 Space) of tenant leases were due to expire in 2020. As of July 31, 2020, 62.4% of such expiring leases (8,593 sq m equivalent to 7.0% of Puri Mall’s NLA inclusive of the P2 Space) have been renewed despite the outbreak of the COVID-19 pandemic.

Lease expiry profile by NLA of Puri Mall(1) (as of September 30, 2020)

50.0% 46.7% 40.0% 30.0% 20.0% 13.7% 14.4% 8.1% 10.0% 4.6% 0.0% 2020 2021 2022 2023 >2023

Source: Company information Note: (1) The percentages are calculated based on Puri Mall’s NLA as at September 30, 2020, which is before the restoration of the P2 Space to leasable retail space. Changes to the percentages following the restoration of the P2 Space are not expected to be significant.

Even during this COVID-19 period, about 80% of the 2020 expiring leases in Puri Mall have renewed their leases as at November 2020 at rental rates at or above their previous levels with some of these tenants renewing their leases at over 20% positive rental reversion.

113 Comparison of rental rates between Puri Mall and Competitor Malls as at June 30, 2020

(in IDR per sq m per month)

Average: 466,667

500,000

450,000 450,000 423,895

The Property Mall Taman Anggrek Central Park Puri Indah Mall

Source: The Independent Market Research Report

Based on recently renewed leases in Puri Mall since June 2020, the renewal rent rates obtained ranged between Rp.300,000 to Rp.500,000 per sq m per month.

Leasing up opportunities Puri Mall’s occupancy rate as of June 30, 2020 stands at 91.9%. Upon the restoration of the P2 Space to its original function as leasable retail space, the occupancy rate of Puri Mall will decrease slightly to 89.9% due to the additional NLA of the P2 Space (of which 56% of such additional NLA has been committed by new tenants).

As at September 30, 2020, the occupancy rate is 90.8% and 88.8% upon the restoration of the P2 Space. After adjusting for any tenants that have given early termination notices but are still physically operating within Puri Mall, including Parkson, and including any new leases signed to occupy retail spaces that will be vacated as a consequence of such early termination, including Ranch Market (occupying 1,933.8 sq m of space), and three F&B tenants (occupying in aggregate 435 sq m of space), Puri Mall’s adjusted occupied area amounts to 103,124 sq m and consequently, the adjusted occupancy rate stands at 85.6% excluding P2 Space. Including P2 Space, Puri Mall’s adjusted occupancy rate stands at 83.9%.

114 According to the Independent Market Research Report, Puri Mall remains in its growth phase. Although the occupancy rate is below the average for upper-grade malls in Jakarta and the Competitor Malls, it is higher than the average retail mall occupancy for the whole Jakarta, as well as West Jakarta. Additionally, this also grants Puri Mall with substantial leasing up opportunities and flexibility to enhance its tenant mix, which can potentially lead to future growth in rental income. This is especially pertinent, given the growing importance for shopping malls in Jakarta to evolve alongside the new normal resulting from the proliferation of e-commerce and the COVID-19 pandemic. The following graph compares the occupancy rate of Puri Mall versus comparable retail properties:

Comparison of occupancy rates between Puri Mall and Competitor Malls as at June 30, 2020

Average: 92.3%

99.0% 94.8% 91.9%

83.1%

The Property Mall Taman Anggrek Central Park Puri Indah Mall

Source: The Independent Market Research Report

Enhanced product offering The Acquisition is a strategic addition to our Portfolio as it enhances LMIR Trust’s product offering to capitalize on the growing consumerism in Indonesia.

Our Portfolio trade sector mix is predominantly department stores, supermarkets and hypermarkets. As at June 30, 2020, the Acquisition will increase the trade sector exposure of LMIR Trust across Fashion, Leisure & Entertainment and F&B trade sectors to 39.4%, from 38.2%. As at September 30, 2020, the increase is from 39.3% to 40.2%. This enhances the quality of LMIR Trust trade sector mix and allows LMIR Trust to capitalize on the growing affluence and consumerism in the country especially among the upper-middle income class consumers.

Tenancy mix by NLA as at June 30, 2020(1)

Existing Portfolio Puri Mall Enlarged Portfolio

16.8 15.9 16.6 22.2 23.3 % % % % 31.1 % %

12.3 13.1 % 18.5 % %

22.8 12.4 5.8% 20.7 % 12.4 % 12.1 % 13.5 16.6 % % 13.9 % % %

Department store Supermarket / Hypermarket F&B / Food court Leisure & entertainment Fashion All other sectors

Source: Company Information Note: (1) The tenancy mix of the existing portfolio is calculated based on the total leasable area which amounts to 905,567 sq m as at June 30, 2020 before the completion of the Divestments and the restoration of the P2 Space. The tenancy mix of Lippo Mall Puri is calculated based on the NLA as at June 30, 2020, which is before the restoration of the P2 Space to leasable retail space. Changes to the tenancy mix following the completion of the Divestments and the restoration of the P2 Space are not expected to be significant.

115 Tenancy mix by NLA as at September 30, 2020(1) Existing Portfolio Puri Mall Enlarged Portfolio

15.9 20.0 % % 18.3 19.5% 31.8 20.1% % %

12.7 18.6 % % 22.4 13.5% % 5.9 20.2% 12.2 12.4 % 12.2% 15.4 % 14.4 % % % 14.5%

Department store Supermarket / Hypermarket F&B / Food court Leisure & entertainment Fashion All other sectors

Source: Company Information Note: (1) The tenancy mix of the existing portfolio is calculated based on the total leasable area which amounts to 839,907 sq m as at September 30, 2020 after completion of the Divestments and before the restoration of the P2 Space. Changes to the tenancy mix following the restoration of the P2 Space are not expected to be significant.

Improve LMIR Trust’s portfolio mix and strengthen its long-term growth in a post COVID-19 environment As the flagship asset in LMIR Trust’s portfolio, We believe the quality of Puri Mall will enhance the positioning and further strengthen the stability of LMIR Trust. Alongside the Divestments, the Acquisition forms part of the Manager’s long-term strategic plan to position LMIR Trust’s portfolio to comprise a mix of mixed-use developments or retail malls that hold a position of dominance in their trade area. The LMIRT Manager also expects other benefits to be gained from the Acquisition including cost savings with suppliers and service providers due to greater bargaining power as well as better economics of scale in operations, marketing and financing activities especially in the West Jakarta area.

JAKARTA PROPERTIES As of September 30, 2020, we had nine retail malls in the greater Jakarta area: Gajah Mada Plaza, Cibubur Junction, The Plaza Semanggi, Mal Lippo Cikarang, Pluit Village, Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza), Tamini Square, Lippo Plaza Kramat Jati (formerly Kramat Jati Indah Plaza) and Lippo Mall Kemang.

Jakarta profile The province of Jakarta is the capital of Indonesia. It consists of five municipalities — North Jakarta, East Jakarta, South Jakarta, West Jakarta and Central Jakarta.

As the administrative center of Indonesia, Jakarta’s economy is based on finance and commerce and attracts a high level of foreign investment compared to other parts of Indonesia. Income per capita is also higher, driven partly by the number of expatriates living in the city, as well as the types of employment available in the area.

As the largest city in Indonesia, Jakarta’s population was 10.6 million as reported in the 2020 Census. Jakarta’s GRDP at (at 2010 constant prices) increased every year with an average growth rate of approximately 6.09% per annum from 2016 to 2019. The GRDP (based on 2010 constant prices) was Rp1,838,501 million, while its per capita GRDP was Rp174.1 million in 2019.

As the largest city in Indonesia, Jakarta has the highest GDP (current prices) per capita with an average growth rate of approximately 8.6% per annum from 2016 to 2019. Private consumption expenditure (current prices) in Jakarta grew at an average rate of 9.5% for the period from 2016 to 2019, from Rp1,354 trillion in 2016 to Rp1,780 trillion in 2019.

Apart from increases in income driving retail spending growth, spending has also been boosted by a lifestyle shift towards a higher level of consumerism.

116 GAJAH MADA PLAZA Jalan Gajah Mada 19-26, Central Jakarta Description Gajah Mada Plaza is a seven-story shopping center (including one basement level and a carpark). The mall is located in the heart of Jakarta’s Chinatown, an established and well-known commercial area in the city. Situated along Jalan Gajah Mada, one of the main roads in Jakarta, Gajah Mada Plaza is positioned as a one-stop shopping, dining and entertainment destination for middle to upper income families as well as professional executives and students from the offices and schools within its vicinity. The mall has a strong leisure and entertainment component, which includes a cinema, restaurants, family karaoke outlets, a fitness center and a swimming pool. The GFA and NLA of Gajah Mada Plaza are 79,830 sq m and 36,535 sq m, respectively.

Tenant profile Gajah Mada Plaza had 131 retail tenants as of September 30, 2020. The tenant profile of the mall comprises a diverse set of tenants from a wide variety of industries. The mall is anchored by Hypermart, Cinepolis and Matahari Department Store. Other prominent tenants include Gold’s Gym, J.Co Donuts & Coffee and Mr D.I.Y.

The mall is also well known for its specialty stores providing products and services such as pets, jewelry, information technology products, dining and entertainment.

Competition Gajah Mada Plaza currently faces competition from four retail malls with an aggregate GFA in excess of 161,120 sq m and located within a six kilometer radius. Many of these retail malls compete for the same target segment as Gajah Mada Plaza and may potentially impact the sales growth that can be achieved at Gajah Mada Plaza.

The largest competing retail malls are:

Š Mangga Dua contains a number of retail facilities, predominantly strata malls, and is located three kilometers north of Gajah Mada Plaza. The main malls include Mangga Dua Square (60,000 sq m of NLA), WTC Mangga Dua (45,000 sq m of NLA), ITC Mangga Dua (44,000 sq m of NLA) and Mal Mangga Dua (35,000 sq m of NLA). These retail malls target lower to middle income segment households;

Š Hayam Wuruk Plaza is located on Jalan Hayam Wuruk, Central Jakarta. The mall is a five-story shopping center with total GFA of approximately 14,320 sq m and developed by PT Duta Anggada Realty;

Š Grand Paragon opened in 2010 is located on Jalan Gajah Mada, Central Jakarta and it is a five- story shopping center connected to Grand Paragon Hotel. Total GFA is approximately 16,800 sq m with major tenants including KFC and J.Co Donuts & Coffee; and

Š Seasons City, a strata mall with a GFA of 40,000 sq m located three kilometers from Gajah Mada Plaza and anchored by Carrefour hypermarket, Food Hall and XXI Cinema. It is a seven- story shopping center and developed by Agung Podomoro Group.

CIBUBUR JUNCTION Jalan Jambore Raya 1, Cibubur, East Jakarta Description Cibubur Junction is a five-story shopping center (including one basement level, a partial roof top level, and a carpark). The mall is strategically located in the middle of Cibubur which is one of the most affluent and upmarket residential areas in Jakarta. The mall is situated five kilometers south of Jakarta’s Jagorawi toll road and is easily accessible and visible from the main road. In November 2018, following AEI at Cibubur Junction, we introduced a new dining concept “The Flavour Garden” as part of our efforts to generate greater footfall.

117 Cibubur Junction offers shoppers a one-stop shopping experience. Its anchor tenants, Hypermart and Matahari Department Store, are complemented by international and local specialty tenants which include restaurants, fashion labels, a cinema, bookstores, arcade and a fitness center. The GFA and NLA of Cibubur Junction are 66,935 sq m and 34,022 sq m, respectively.

Tenant profile As of September 30, 2020, Cibubur Junction had 183 retail tenants. The tenant profile of the mall comprises international brand names which target the middle to upper middle income residents within the trade area. These retailers include The Body Shop, Giordano, Polo Ralph Lauren, Mr D.I.Y, Guardian, A&W Restaurant and Pizza Hut.

The lower ground floor is anchored by Hypermart. The ground floor predominantly comprises retailers selling branded fashion and accessories, and quality F&B retailers. An asset enhancement to revamp a part of the ground floor into a new garden-themed food court with specialty F&B outlets and outdoor seating was completed in early 2019.

The upper ground and first floor are anchored by the Matahari Department Store, which also occupies part of the second floor. The upper ground and first floor comprise a mix of specialty retailers in trade sectors such as fashion, children’s wear, accessories and beauty.

The tenant mix on the second floor focuses on entertainment and lifestyle. This floor includes the expanded Matahari Department Store. There are also a large number of smaller sized tenants such as electronics and handphone retailers. The top level comprises Fitness First and Cinepolis.

Competition Cibubur Junction currently faces competition from the following smaller retail malls.

Š Plaza Cibubur, located three kilometers from Cibubur Junction, which has a GFA of about 17,000 sq m, anchored by Superindo Supermarket and Karisma Bookstore;

Š Mal Citra Grand, which commenced operations in 2001 and is located five kilometers from Cibubur Junction, has a GFA of 16,800 sq m and is anchored by Hero Supermarket and Edison Multi Product; and

Š Mal Cijantung which is a four-story shopping center and has a GFA of approximately 34,000 sq m, with major tenants including Ramayana, Gramedia, Cinema 21 and Texas Chicken. The shopping center opened in 1998.

THE PLAZA SEMANGGI Jalan Jend. Sudirman Kav. 50, South Jakarta Description The Plaza Semanggi is a modern shopping center comprising seven levels and two basement levels and 13 levels of office space, with a carpark. The Plaza Semanggi is strategically located in the heart of Jakarta’s CBD within the city’s Golden Triangle at the Semanggi interchange, which is a junction channeling north-south and east-west traffic across central Jakarta. The center is situated among many commercial buildings and adjacent to Atmajaya University, one of Jakarta’s most prominent universities. The Plaza Semanggi offers both destination and convenience shopping and is supported by its central location which is easily accessible by cars and public transport. The GFA and NLA of The Plaza Semanggi are 155,122 sq m and 60,084 sq m, respectively. There are currently plans for a major refurbishment with works expected to commence in late 2021.

Tenant profile As of September 30, 2020, The Plaza Semanggi had 356 retail tenants.

The lower ground floor is occupied by Foodmart as the anchor tenant with some F&B specialties. The ground floor includes a number of retailers selling F&B, retail services, gifts, and health and beauty products.

118 The mall has a diverse tenant mix which comprises international and local brand names. The mall is anchored by Foodmart, Fitness First, Cinepolis and Gramedia. The mall has a sky garden with an alfresco dining concept known as Dejavu Sky Dining.

Competition The Plaza Semanggi faces competition from a number of retail malls in the immediate trade area.

The key competing retail malls are:

Š Mal Ambassador, which is a four-story retail mall integrated with ITC Kuningan and Ambassador Apartment. Its anchor tenants include Carrefour and Trimedia Bookstore. The mall was developed by PT Duta Pertiwi Tbk and has a lettable area of approximately 16,800 sq m;

Š Blok M Plaza, which is a seven-story retail mall with major tenants such as Giant and Matahari Department Store. The total lettable area is approximately 31,000 sq m and it was developed by Pakuwon Group; and

Š Ciputra Mall, which is a five-story mall with major tenants such as Hero and Matahari Department Store. Developed by Ciputra Group, the mall has approximately 43,000 sq m of lettable area.

MAL LIPPO CIKARANG Jalan MH Thamrin, Lippo Cikarang, Greater Jakarta Description Mal Lippo Cikarang is a two-story retail mall located within the Lippo Cikarang estate. The estate is approximately 40 kilometers east of Jakarta and is connected to Jakarta via the Jakarta-Cikampek toll road. Comprising industrial, commercial and residential components, the Lippo Cikarang estate is home to 25,000 residents and approximately 65,000 jobs. Mal Lippo Cikarang is the main shopping center in the estate. The GFA and NLA of Mal Lippo Cikarang are 39,604 sq m and 28,869 sq m, respectively.

Tenant profile As of September 30, 2020, Mal Lippo Cikarang had 146 retail tenants based on committed leases. The mall is anchored by Matahari Department Store, Hypermart and Ace Hardware and is well complemented by a diverse set of specialty tenants from a wide variety of industries. The prominent specialty tenants include Timezone, Pizza Hut, J.Co Donut & Coffee, The Body Shop, Miniso, The Executive and Polo Ralph Lauren.

Competition Mal Lippo Cikarang is an established shopping center serving the Lippo Cikarang Township. Competing retail malls within the vicinity and each comprising an estimated NLA of at least 8,000 sq m include:

Š Metropolitan Mal, which is a four-story shopping center with several major tenants such as Matahari Department Store, Index Furnishing and Gramedia. The mall was developed by PT Metropolitan Land and has approximately 85,500 sq m of GFA;

Š Mal Jababeka, which is a single-story shopping center with a GFA of approximately 8,000 sq m and its major tenants include Alfa Supermarket, Pojok Busana, Solaria and CFC;

Š Bekasi Trade Centre, which is a five-story shopping center of approximately 12,000 sq m of GFA. Developed by PT Gapura Prima Group, its major tenants include Cinema 21, Hari-Hari Swalayan, Family Billiard and Fit For Two Fitness Centre; and

Š Lippo Cikarang Walk, which is a two-story shopping center with total GFA of approximately 18,000 sq m. The center opened in 2010 and has major tenants such as Farmers Market, Domino’s Pizza, J.Co Donuts & Coffee, Solaria, Bakmi Naga and Optik Tunggal.

119 PLUIT VILLAGE Jalan Pluit Indah Raya Penjaringan, Jakarta Utara Description Pluit Village is a five-story retail mall located in North Jakarta, in close proximity to and surrounded by residential estates and apartments. Anchored by Matahari Department Store and Transmart Carrefour, the mall has a diverse tenant mix including a list of international and local brand names such as Delifrance, J.Co Donuts & Coffee, The Body Shop, Starbucks, Best Denki and Marugame Udon.

As part of our active asset enhancement strategy, we re-located an anchor tenant on the ground floor to first floor and convert the existing space into a new F&B district that consists of three lifestyle dining concepts, alfresco, Indoor and Island. The conversion works were completed in March 2019. This new F&B district of approximately 2,855 sq m is known as ‘The Elevation’, improving the F&B mix and Average Rental Rate as compared to the previous anchor tenants Average Rental Rate. The GFA and NLA of Pluit Village are 150,905 sq m and 86,591 sq m, respectively.

Tenant profile As of September 30, 2020, there were 238 tenants at the mall and the ground floor space comprises mostly restaurants and cafés, fashion stores, optical stores, bakery & confectionery units and Matahari Department Store. Most of the specialty units are local and international brand names such as Delifrance, J-CO Donuts, Frank & Co., Hush Puppies, Timezone, The Body Shop and Starbucks Coffee. The diverse tenancy mix aims at attracting families, young shoppers, office workers and residents from the neighborhood.

Competition Pluit Village faces competition from the following two retail malls:

Š Emporium Pluit Mall is a mixed development comprising a hotel, an office building, a residential complex and a mall complex. The total lettable area of the mall is 75,000 sq m and the anchor tenants include Carrefour, Sogo Department Store, Gramedia, XXI Cinema and Electronic Solution.

Š Pluit Junction is located across Emporium Pluit Mall and there are plans to connect the two malls via a bridge. Opened in 2007, the mall has an entertainment theme with over 100 retail outlets. With a total lettable area of 21,000 sq m, its anchor tenants include Celebrity Fitness, XXI Cinema and Amazon Playground.

LIPPO PLAZA EKALOKASARI BOGOR (FORMERLY EKALOKASARI PLAZA) Jalan Siliwangi 123, Bogor, Greater Jakarta Bogor profile Bogor, a city in West Java, has a total population of approximately of 950,334 according to the 2010 Census. The city is on the main road from Jakarta to Bandung, over the Puncak pass. It is also a popular weekend getaway for families from Jakarta.

Description Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza) is a six-story retail mall with three basement levels as well as a carpark. It is located approximately 2.0 kilometers south east of the Bogor City Centre on a major road, Jalan Siliwangi, and approximately 3.5 kilometers south or five minutes’ drive from the Bogor exit of the Jagorawi toll road which connects Jakarta to Bogor. Bogor is approximately 50.0 kilometers south of Jakarta. The GFA and NLA of Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza) are 58,859 sq m and 28,645 sq m, respectively.

Tenant profile As of September 30, 2020, Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza) had 72 retail tenants. The tenant profile of the mall comprises a diverse set of tenants that cater to families, with products and services ranging from fashion to music. The mall’s anchor tenants are Matahari Department Store and Hypermart. The other prominent tenants include Kentucky Fried Chicken, Mr D.I.Y, The Body Shop and Cinepolis.

120 Competition Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza) currently faces competition from four retail malls including:

Š Botani Square, which commenced operations in late 2006, is located two kilometers northwest of Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza). It has an NLA of approximately 30,000 sq m and is anchored by Giant Hypermarket and Rimo Department Store;

Š Bogor Trade Mall, a strata mall located four kilometers west of Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza), with an NLA of 45,000 sq m, is anchored by Ramayana Department Store;

Š Plaza Jambu Dua, located seven kilometers north of Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza), is a seven-story shopping center with an NLA of 20,800 sq m and anchored by Ramayana Department Store; and

Š Bellanova Country Mall, a single-story mall with a GFA of approximately 46,599 sq m. Its major tenants include Hypermart, Timezone and Cinema 21.

TAMINI SQUARE Jalan Raya Taman Mini, East Jakarta Taman Mini profile Taman Mini is a culture-based recreational area located in East Jakarta, Indonesia. It has an area of approximately 250 acres (1.0 sq. km). The park is a synopsis of Indonesian culture, with virtually all aspects of daily life in Indonesia’s 26 provinces encapsulated in separate pavilions with the collections of Indonesian architecture, clothing, dances and traditions are all depicted impeccably. In addition, there is a lake with a miniature of the Indonesian archipelago in the middle of it, cable cars, museums, Keong Emas Imax cinema, a theatre called the Theatre of My Homeland and other recreational facilities which make TMII one of the most popular tourist destinations in the city.

Description Tamini Square is a strata-titled retail mall with four levels and two basement levels, located in the city of Jakarta, within close proximity of one of Jakarta’s most popular tourist destinations, Taman Mini Indonesia Indah. Tamini Square is located within a strategic area in East Jakarta and is surrounded by recreational areas. It has good accessibility due to proximity to the toll road gate and is supported by public transportation including the Trans Jakarta Busway. The GFA and NLA of Tamini Square are 18,963 sq m and 17,475 sq m, respectively.

Tenant Profile As of September 30, 2020, Tamini Square had 12 tenants. The tenant profile consists of tenants ranging from hypermarket, leisure and entertainment to a bookstore and food and beverage outlets. The anchor tenant is Transmart Carrefour, which occupies the lower ground floor. Other tenants include Yoshinoya, McDonalds, Pizza Hut and Solaria.

Competition Tamini Square has several competitors located within the area.

Š Cibubur Plaza is a four-story shopping center with tenants such as Pojok Busana, Kharisma, KFC and Superindo Supermarket. It was developed by PT Mandiri Dipta Cipta and has a gross floor area of approximately 17,000 sq m.

Š Citra Grand Mall which opened in 2001 is a two-story shopping center and part of Citra Grand Estate development. Having a gross floor area of 16,800 sq m, it has as major tenants, Hero Supermarket, Edison Multi Product, Popeye and KFC.

Š Cijantung Mall was built in 1998 with a total gross area of 34,000 sq m. It is a four-story shopping center with major tenants include Ramayana, Gramedia, Cinema 21 and Texas.Itis located at Jalan Pendidikan I, East Jakarta.

121 Š Cibubur Junction is located in Jalan Jambore, East Jakarta, a five-story building with one basement level with a total gross area (including parking area) of approximately 66,071 sq m. Major tenants include Matahari Department Store, Cinepolis and Fitness First.

KRAMAT JATI INDAH PLAZA (now known as “Lippo Plaza Kramat Jati”) Jalan Raya Bogor Km 19, Kramat Jati, East Jakarta Kramat Jati profile The Kramat Jati area is a strategic position located on the Jalan Raya Bogor and close to the Jagorawi toll road. The name Kramat Jati usually refers to Pasar Induk (main wholesale market) Kramat Jati, which opens 24 hours a day and is typically crowded during the day. The surrounding area has been developed into commercial and residential.

Description Kramat Jati Indah Plaza (now known as “Lippo Plaza Kramat Jati”) is a five-level (including one basement level) retail mall. The mall is sited 2.5 km south of Jakarta’s Jagorawi toll road and is easily accessible from the main road with good accessibility to passing traffic. Kramat Jati Indah Plaza’s notable development in the close vicinity includes Taman Mini Indonesia Indah, which is one of the most popular tourist destinations in Jakarta, as well as a culture-based recreational area. The GFA and NLA of Kramat Jati Indah Plaza are 65,446 sq m and 32,951 sq m, respectively.

Tenant Profile As of September 30, 2020, Kramat Jati Indah Plaza (now known as “Lippo Plaza Kramat Jati”) had 85 tenants. Tenancy profile varies from leisure and entertainment, to food and beverages and electronic gadgets. Anchored by Transmart Carrefour and Matahari Department Store, the 85 tenants in the mall provide a diverse and complementary tenant mix including a list of international and local brand names. Other tenants include Electronic City, A&W Restaurant, Bata, Batik Keris and Time Zone.

Competition The competitors of Kramat Jati Indah Plaza (now known as “Lippo Plaza Kramat Jati”) based on its geographic location are:

Š Plaza Kalibata also known as Mall Kalibata which was developed by PT Tribandhawa Binasarana with a total NLA of approximately 24,100 sq m. This mall has major tenants such as Giant Hypermart, Matahari Department Store, Innovation Store, XXI and Solaria.

Š Cijantung mall is a five-story shopping center with a land area of 15,000 sq m. Its total gross floor area is approximately 33,618 sq m with major tenants including Ramayana, Gramedia, Cinema 21 and McDonald’s. Cibubur Junction is located in Jalan Jambore, East Jakarta, a four- story building with one basement level with total gross area including parking area of approximately 65,155 sq m. Major tenants include Matahari Department Store, Studio 21 and Fitness First.

LIPPO MALL KEMANG Jalan Kemang VI, South Jakarta Description Lippo Mall Kemang, a five-story shopping center (with two basement floors and three mezzanine levels) which is located in South Jakarta, Indonesia, commenced operations in 2012 and is a fashion and lifestyle mall. Lippo Mall Kemang is part of the Kemang Village Integrated Development which consists of Lippo Mall Kemang, seven towers of residential apartments, a proposed hotel and a school. The GFA and NLA of Lippo Mall Kemang are 150,932 sq m and 57,473sq m, respectively.

Tenant profile As of September 30, 2020, Lippo Mall Kemang had 226 retail tenants. The malls anchor tenants are Ace Hardware and Hypermart. The mall houses international and local brands such as Uniqlo, Muji and Solaria.

122 Lippo Mall Kemang also serves as the podium of a proposed hotel, Pelita Harapan school campus, and three condominium towers. Being part of the Kemang Village Integrated Development, Lippo Mall Kemang is expected to capture shoppers not only from the residential apartments, school, and proposed hotel within the integrated development but also from residential areas located in close proximity to the mall.

Competition Lippo Mall Kemang currently faces competition from the following three retail malls located in South Jakarta.

Š Pondok Indah Mall, completed in 1991 with a combined NLA of 107,000 sq m, is anchored by Metro Department Store, Sogo Department Store and Foodhall.

Š Gandaria City, completed in 2010, with an NLA of 94,000 sq m, is anchored by Metro Department Store, Lotte Mart and Cinema 21.

Š Senayan City, completed in 2006, with an NLA of 94,000 sq m, houses luxury brands such as Gucci, Chanel and Burberry and also well-known highstreet fashion brands like Uniqlo and Zara.

BANDUNG PROPERTIES We currently have two properties in Bandung, Bandung Indah Plaza and Istana Plaza.

Bandung profile Bandung, the capital of West Java, is the third largest city in Indonesia. From data on Statistics Indonesia, the population of Bandung in 2019 was 2,507,888, a 0.17% increase from 2018. Bandung has experienced steady economic growth. In 2019, based on preliminary figures published by Statistics Indonesia, Bandung’s Gross Regional Domestic Product growth (at current prices) was 9.4%.

Bandung also serves as a favorite weekend-escape destination for Jakarta residents and a shopping destination of choice favored for its good value textile and fashion products among Malaysians and Singaporeans.

Since the completion of the new Bandung-Jakarta highway in 2004, Bandung’s retail industry has been developing rapidly and new retail concepts have been introduced. This includes specialized shopping centers (Bandung Electronic Centre and Be-Mall for computers and electronics, Istana Bandung Commodities Centre for home appliances and construction), stand-alone department stores (Yogya and Riau Junction) and Carrefour hypermarket, and lifestyle shopping centers specializing in F&B and entertainment (Cihampelas Walk and Paris Van Java).

BANDUNG INDAH PLAZA Jalan Merdeka No. 56, Bandung, West Java Description Bandung Indah Plaza is a four-story shopping center (including three basement levels and a carpark). It is located strategically in the heart of the CBD of Bandung. The shopping center is easily accessible from Jalan Merdeka, a major road which connects North Bandung to South Bandung, and is surrounded by commercial buildings and middle to upper income residential areas. It is also attached to the Aryaduta Hotel, a five-star hotel in Bandung. The GFA and NLA of Bandung Indah Plaza are 75,868 sq m and 30,288 sq m, respectively.

Tenant profile As of September 30, 2020, Bandung Indah Plaza had 201 retail tenants. The mall provides a one-stop shopping destination with a comprehensive tenant mix of everyday convenience retailers. The mall is well-positioned to cater to the youth market, which has strong demand in central Bandung due to the student population from nearby universities.

Bandung Indah Plaza is anchored by Matahari Department Store, Hypermart, a cinema and supported by a list of international and local tenants. The mall also has a wide variety of specialty tenants including Mr D.I.Y, Pizza Hut, Puma, The Body Shop and Starbucks.

123 Competition Bandung Indah Plaza currently faces competition within its trade area from four competing retail malls which are Bandung Supermalls, each located within a five kilometer radius from Bandung Indah Plaza. Among these competing retail malls, Bandung Supermall has undergone a major facelift in late-2011.

Š Istana Plaza, which is located two kilometers from Bandung Indah Plaza, and is one of the retail malls in our portfolio;

Š Bandung Supermall, located four kilometers southeast of Bandung Indah Plaza, with an NLA of 48,800 sq m, is anchored by Metro Department Store and Giant Hypermarket. The mall targets the upper income retail segment in Bandung and has a strong entertainment offering, including a cinema, a bowling center and a video games center;

Š Paris Van Java, located four kilometers northwest of Bandung Indah Plaza, with an NLA of 38,000 sq m, is anchored by Sogo Department Store, Carrefour hypermarket and Blitz Megaplex. The mall commenced operations in 2006; and

Š Festival City Link, formerly known as Carrefour Molis, is managed by a local retailer and the mall was taken over by Agung Podomoro in 2009. It has about 68,000 sq m of NLA and its major tenants include Lotte Mart, Matahari Department Store and Gramedia bookstore.

ISTANA PLAZA Jalan Pasirkaliki No. 121-123, Bandung, West Java Description Istana Plaza is a four-story shopping center (including two basement levels with a carpark. It is located strategically in the heart of the CBD of Bandung. Situated at the junction between two busy roads of Jalan Pasir Kaliki and Jalan Pajajaran, it is easily accessible by car and public transport. Istana Plaza’s many popular international fashion labels have also helped to attract the young and trendy shopper base. The GFA and NLA of Istana Plaza are 47,533 sq m and 27,471sq m, respectively.

Tenant profile As of September 30, 2020, Istana Plaza had 117 retail tenants. The tenant profile of the mall comprises a diverse set of tenants from a wide variety of industries. The mall is anchored by Matahari Department Store, which occupies the first and second floors. Other prominent tenants include Mr D.I.Y. and Giant Supermarket. Other major tenants include McDonald’s, Gramedia, and Time Zone.

Competition Istana Plaza, located two kilometers from Bandung Indah Plaza, shares the same competitive landscape as Bandung Indah Plaza. (See “— Bandung Indah Plaza — Competition”.)

MEDAN PROPERTIES We have two properties in Medan: Plaza Medan Fair and Sun Plaza.

Medan profile Medan, the provincial capital of North Sumatra, is the largest city in Sumatra and the fifth largest city in Indonesia, after Jakarta, Surabaya, Bandung and Bekasi. It is a city with a population of approximately 2.2 million in 2016.

Medan is a growing commercial center in the region, with a key focus on agriculture and industry businesses.

In terms of economic activity, Medan relies on natural resources as well as processing industries. Over the years, Medan has been a supplier of vegetable oil, seafood, crafts and various agricultural products to a number of Asian and European countries.

124 PLAZA MEDAN FAIR Jalan Jend. Gatot Subroto No. 30, Medan Petisah, Medan Description Plaza Medan Fair is a four-story retail mall with one basement level, strategically located in the shopping and business district of Medan, North Sumatra. It is the second largest retail mall in Medan, with a list of tenants including well-known international and domestic retailers and brand names such as Transmart Carrefour, Matahari Department Store, Electronic City, Timezone and Bata. It is also surrounded by residences and is within walking distance of a number of hotels. The GFA and NLA of Plaza Medan Fair are 141,866 sq m and 68,512 sq m, respectively.

Tenant profile Both Transmart Carrefour and Matahari Department Store are anchor tenants in Plaza Medan Fair. The mall has a wide range of tenants, including fashion retailers, gift and specialty retailers, food and beverage retailers and electronics retailers. Local and international brand names that are found in Plaza Medan Fair include Timezone, Bata, A&W Restaurant and Solaria. As of September 30, 2020, there were 410 tenants at the mall.

Competition Plaza Medan Fair currently faces competition from three malls:

Š Cambridge City Square, which is an integrated development comprised of a hotel, condominium units and a shopping center. Its major tenants include Brastagi Supermarket, My Life Gym & Spa and Duck King Restaurant. Its NLA is 15,000 sq m;

Š Medan Plaza, which opened in the 1980s and is located within the vicinity of Plaza Medan Fair and its anchor tenants include Macan Yaohan, Cinema 21 & Suzuya. With an NLA of 16,000 sq m, Medan Plaza targets the middle to upper middle-segment; and

Š Medan Mall, which opened in 1995 and is located next to a traditional market. Its anchor tenants are Matahari Department Store and Macan Yaohan. The mall has an NLA of 20,700 sq m.

SUN PLAZA Jalan Haji Zainul Arifin No. 7, Madras Hulu, Medan Polonia, Medan, Sumatra Description Sun Plaza is a six-story shopping center strategically located in Medan’s commercial district. The property is easily accessible from all parts of the city and is surrounded by prominent landmarks such as the governor’s office, foreign embassies and major banks. The property provides all classes of shoppers in Medan with a one-stop shopping, dining and entertainment destination. AEI involving a major refurbishment of Sun Plaza is expected to complete in 2021. The GFA and NLA of Sun Plaza are 167,000 sq m and 69,556 sq m, respectively.

Tenant profile The property is anchored by Sogo Department Store, Hypermart, Ace Hardware, Uniqlo and H&M, and also houses specialty tenants such as L’Occitane, Starbucks, Pizza Hut, Sushi Tei, Mango and Body Shop. As of September 30, 2020, Sun Plaza had 363 retail tenants.

Competition Sun Plaza currently faces competition from the same three malls as Plaza Fair Medan:

125 Š Medan Mall, which opened in 1995 and is located next to a traditional market. Its anchor tenants are Matahari Department Store and Macan Yaohan. The mall has an NLA of 20,700 sq m.

PALEMBANG PROPERTIES We currently have three properties in Palembang: Palembang Square, Palembang Square Extension and Palembang Icon.

Palembang profile Palembang’s main road has been developed a center of government offices such as the South Sumatera Parliament Office and the Governor’s Office. Located also in Palembang City are the Aryaduta Hotel and Arista Hotel as well as the Bumi Sriwijaya Stadium with a capacity of approximately 15,000 people and the Palembang Sport and Convention Centre. Adequate mass transportation modes are also available such as the Trans Musi and city transport.

PALEMBANG SQUARE Jalan Angkatan 45/POM IX, Palembang, South Sumatera Description Palembang Square is a four-level retail mall located in Palembang, South Sumatra. The mall is part of a mixed-use development consisting of a hotel, a hospital and Palembang Square Extension. Anchored by Transmart Carrefour, the mall is well complemented by a list of international and local specialty tenants which include restaurant, fashion labels, a cinema, home furnishing store, and cinema. The GFA and NLA of Palembang Square are 50,000 sq m and 30,504 sq m, respectively.

Tenant profile As of September 30, 2020, Palembang Square had 111 tenants. The diverse tenants mix includes Transmart Carrefour, Ace Hardware, Amazone and Cinema XXI.

Competition The competitors of Palembang Square retail mall are as follows:

Š Palembang Indah Mall (PIM) is the only fully leased shopping center in Palembang. It is located on Jalan Letnan Kolonel Iskandar, Palembang. PIM was established in 2005 as a four-story building, leased by major tenants such as Hypermart and ACE Hardware. This mall has leasable area of approximately 28,000 sq m.

Š Palembang Trade Centre (PTC) is located on Jalan Soekamto, Kemuning. It is a strata titled retail mall. The mall is occupied by major tenants such as CGV Cinema and Ace Hardware.It provides leasable area of approximately 42,000 sq m.

Š International Plaza (IP) is the first shopping center in Palembang which is located at Jalan Jend Sudirman No. 147. This mall was constructed as a 5-story building in 1996 by PT Indah Plaza International. The major tenants in IP are Matahari Department Store, Superindo and Studio 21. Total leasable area is approximately 21,000 sq m.

PALEMBANG SQUARE EXTENSION Jalan Angkatan 45/POM IX, Palembang, South Sumatera Description Palembang Square Extension is a two-level retail mall (including one underground level) located in Palembang, South Sumatra. It is part of a mixed-use development consisting of a hotel, a hospital and an existing mall. It is directly connected with Palembang Square and is within a walking distance to the hospital. The GFA and NLA of Palembang Square Extension are 23,825 sq m and 18,027sq m, respectively.

Tenant profile As of September 30, 2020, Palembang Square Extension had 23 tenants. The mall is anchored by Matahari Department Store and Hypermart, complemented by a list of international and local fashion labels such as Giordano, Batik Keris and the Original Levi’s Store.

126 Competition Palembang Square Extension, being located within the same vicinity, shares the same competitive landscape as Palembang Square. (See “— Palembang Square — Competition”.)

PALEMBANG ICON Jalan POM No. 1 IX, Palembang, South Sumatra Description Palembang Icon is a five-level (including one basement level) retail mall and sports center located in the city of Palembang, South Sumatera, Indonesia. It is a lifestyle mall strategically located in a premium location that will be integrated with a sports convention center. It provides a complete range of products and services covering daily needs, fashion, entertainment and F&B for families as it positions itself as a new lifestyle icon in South Sumatera. The GFA and NLA of Palembang Icon are 50,889 sq m and 28,538 sq m, respectively.

Tenant profile As of September 30, 2020, Palembang Icon had 15 tenants. The mall is anchored by Cinepolis, Foodmart Gourmet and Celebrity Fitness and has seen the opening of many first-to-market outlets from international and local brands in Palembang including Charles & Keith, Kopi Kenangan, Mothercare, L’Occitane, Starbucks Coffee and Miniso.

Competition Palembang Icon, which is located within the same vicinity, shares the same competitive landscape as Palembang Square and Palembang Square Extension. (See “— Palembang Square — Competition”.)

LIPPO PLAZA BATU Jl. Diponegoro No.1 RT 07/05, Batu City Description Lippo Plaza Batu is a three-level (including one basement level) retail mall located in Batu City, Indonesia

Lippo Plaza Batu is located at Batu City, which is located approximately 20 kilometers northwest of Malang, the second largest city in East Java. Batu City is mainly known for agricultural and eco-tourism. Apart from apple orchards and strawberry plantations, it also has several natural sights such as caves, waterfalls and nature reserves. The cool temperature and pristine nature of the area makes the city popular for recreational retreats. In 2019, based on tourist statistical data, a total of 6.0 million tourists visited Batu City and the number of tourists is likely to continue to grow with the local government’s plan to promote tourism. The GFA and NLA of Lippo Plaza Batu are 34,340 sq m and 18,558 sq m, respectively.

Tenant profile As of September 30, 2020, Lippo Plaza Batu had 45 tenants. The mall is anchored by Matahari Department Store and Hypermart. The diverse tenants mix includes a list of well-known international and local brand names such as Sports Station, Wonderland and Kentucky Fried Chicken.

Competition As the first modern mall in Batu City, Lippo Plaza Batu currently has no competitors.

LIPPO MALL KUTA Lippo Mall Kuta is a three-story (including one basement level) retail mall located in Bali, Indonesia. Lippo Kuta Mall is connected to Aryaduta Bali, a five-star hotel. The mall has an outdoor space known as the Avenue of the Stars, which holds live band performances every day. Lippo Mall Kuta provides a wide range of products and services covering daily needs, fashion, entertainment and F&B outlets for families and tourists. The GFA and NLA of Lippo Mall Kuta are 48,467 sq m and 20,350 sq m, respectively.

127 Tenant profile As of September 30, 2020, Lippo Mall Kuta had 22 tenants. The tenant mix includes a variety of international and local brands, such as Skechers, New Balance, Matahari Department Store and Cinepolis.

Competition Lippo Mall Kuta faces competition from Discovery Shopping Mall, BeachWalk Mall and Mall Bali Galleria.

Š Discovery Shopping Mall is a shopping center located on Jalan Kartika Plaza, Kuta area, Bali. The 2-story mixed-development property consists of a shopping center, commercial offices and apartments. The gross floor area is approximately 48,000 sq m. Discovery Mall opened in 2004. Tenants include Centro, La Senza, Mothercare and Miniso.

Š BeachWalk, located on Jalan Pantai Kuta, is a four-story shopping center. The NLA of the mall is approximately 130,500 sq m. Anchor tenants include H&M, Cinema XXI and Zara.

Š Mall Bali Galeria is located at Dewaruci Statue roundabout in Kuta. It was opened in 2000, with a NLA of approximately 45,500 sq m. Tenants include H&M, Matahari Department Store, Ace Hardware and Cinema XXI.

LIPPO PLAZA KENDARI Lippo Plaza Kendari is a four-story family mall with a carpark and it provides a range of products and services for all family needs in one location. It is strategically located in the heart of Kendari, the capital of Southeast Sulawesi. Among the dominant economic activity in Kendari are construction, agriculture and wholesale and retail trade. The government of Sulawesi has introduced a series of major infrastructure projects to improve connectivity and spur economic development in Southeast Sulawesi, including a railway network which will connect all major cities in Sulawesi. The GFA and NLA of Lippo Plaza Kendari are 34,784 sq m and 20,204 sq m, respectively.

Tenant profile As of September 30, 2020, Lippo Plaza Kendari had 45 tenants. The tenant mix includes Matahari Department Store, Hypermart, The Body Shop, Gramedia, Cinepolis and Timezone.

Competition Lippo Plaza Kendari has no direct competitors within the vicinity. Nonetheless, there are competing malls in Makassar and Bau.

Š Lippo Plaza Buton is located at Jl. Sultan Hassanudin No. 58, Buton, Southeast Sulawesi. Lippo Plaza Buton is the only shopping center in Buton, with a gross floor area of approximately 17,500 sq m. The mall was opened in 2014.

Š Makassar Town Square is located on Jl Perintis Kemerdekaan KM 8, Tamalanrea Jaya, Makassar, south Sulawesi and was opened in 2007. Tenants include Ramayana, Dunkin Donuts and KFC.

Š Brylian Plaza Kendari is located on Jalan Sao, Bende, Kendari Southeast Sulawesi. Brylian Plaza Kendari was built in 2004. Tenants include Matahari, Urban Surf, Texas and Green Mart.

LIPPO PLAZA JOGJA We entered into a joint operation with First Real Estate Investment Trust (“First REIT”) to acquire an integrated development. We enjoy the benefit of ownership of and operate Lippo Plaza Jogja while First REIT enjoys the benefit of ownership of and operates the adjoining hospital, Siloam Hospitals Yogyakarta. Lippo Plaza Jogja comprises a 10-story building including one basement level and one mezzanine level. We also share the multi-story parking area and rooftop helipad. Lippo Plaza Jogja is one of the newest malls in Yogyakarta and its diverse tenant mix is well-placed to serve the people of Yogyakarta and those from surrounding areas. It underwent major refurbishment between 2013 and 2015. The GFA and NLA of Lippo Plaza Jogja are 66,098 sq m and 24,414 sq m, respectively.

128 Tenant profile As of September 30, 2020, Lippo Plaza Jogja had 27 tenants. The mall’s tenants include a Matahari Department Store, Hypermart, Cinepolis, Celebrity Fitness, BreadTalk and Chatime.

Competition Neighboring competitor malls are Ambarukmo Plaza, Galeria Mall and Jogja City Mall.

Š Ambarukmo Plaza opened in 2006. It is a six-story mall with NLA of 45,000 sq m. Tenants include Centro Lifestyle, Carrefour, Cinemax 21 and The Premiere.

Š Galeria Mall is located on Jalan Sudirman, Terban, Gandokusuman, Yogyakarta and opened in 1995. Galeria is a five-story mall with NLA of 12,000 sq m. The mall is anchored by Matahari Department Store, Timezone and Game Fantasia.

Š Jogja City Mall is located on Jalan Magelang KM 6 No. 18, Sinduadi, Malti, Sleman. The eight- story mall has a NLA of 42,000 sq m. Their anchor tenants include Hypermart, Matahari Department Store, Cinema 21 and The Premiere.

KEDIRI TOWN SQUARE Kediri Town Square is a two-story retail mall strategically located in Kediri city, East Java. It is well- connected to other parts of East Java and has direct trains to major cities such as Surabaya, Yogyakarta or Bandung. Completed in 2011, it provides a range of products and services covering daily needs, fashion, entertainment and F&B for families and tourists. The GFA and NLA of Kediri Town Square are 26,688 sq m and 16,610 sq m, respectively.

Tenant profile As of September 30, 2020, Kediri Town Square had 64 tenants. The mall’s tenants include Matahari Department Store, Hypermart, Game Fantasia, Sports Station and Miniso.

Competition Kediri Town Square competitors are the following:

Š Kediri Mall is located on Jalan Hayam Wurk, Kediri. Its NLA is approximately 5,800 sq m. Tenants include Transmart, Sri Ratu and Game Fantasia.

Š Ponorogo City Center is located on Jalan Ir. H Juanda No 19-21, Ponorogo with NLA of approximately 15,600 sq m. It is anchored by Hypermart, Lotus and Cinepolis.

MALL WTC MATAHARI UNITS Jalan Raya Serpong, Pondok Jagung, Serpong, Tangerang, Banten, Greater Jakarta Description Mall WTC Matahari is located along Jalan Serpong Raya, Serpong within the administrative area of Tangerang Regency, Banten province. It is situated approximately 18 kilometers west of Jakarta’s CBD.

Due to its proximity to Jakarta, Tangerang benefits from the urban expansion of Jakarta and is home to commuters who work in Jakarta. In recent years, residential estates and satellite cities with their own facilities have been developed in Tangerang.

Mall WTC Matahari is strategically located along the main road connecting BSD City. The Mall WTC Matahari Units comprise four strata units on part of the ground floor, upper ground floor, mezzanine and second floor of the building, aggregating a total NLA of 10,753 sq m, representing 22.7% of the total NLA of Mall WTC Matahari. The Mall WTC Matahari Units are currently utilized as a department store, hypermarket and entertainment and game center.

129 The following table sets out other relevant information relating to the Mall WTC Matahari Units.

NLA in respect of the retail space as of September 30, 2020 ...... 10,753 sq m NLA as a percentage of the NLA of Mall WTC Matahari as of September 30, 2020 . . 22.7% Percentage of contribution to our Gross Revenue for the nine months ended September 30, 2020 ...... 0.3% Value as of July 31, 2020 ...... Rp107.5 billion

METROPOLIS TOWN SQUARE UNITS Jalan Hartono Raya, Modernland Cikokol, Tangerang, Banten, Greater Jakarta Description Metropolis Town Square is located in Tangerang city, Banten province, approximately 20 kilometers west of Jakarta’s CBD. The CBD’s strategic location near the main road connecting the toll road to Tangerang City provides easy access to the Jakarta — Merak toll gate and surrounding residential areas in Tangerang.

Tangerang is an industrial and manufacturing city in Greater Jakarta, home to seven industrial estates with a total area of approximately 1,700 ha. Due to its proximity to Jakarta, Tangerang is a popular residential location for commuters who work in Jakarta. In recent years, residential estates and satellite cities (for example, Lippo Karawaci, Bumi Serpong Damai, Kota Modern, Alam Sutera, Summarecon Serpong and Bintaro Jaya) have been developed in Tangerang. Tangerang’s strategic location between Jakarta and the Soekarno-Hatta International Airport makes it a popular choice for offices and factories. The Indonesian government has continuously been improving the quality of infrastructure between the city and the nation’s capital to accommodate the ever increasing road traffic.

Metropolis Town Square is a one-stop shopping mall located along one of the main roads in Tangerang. Hence, the mall has good accessibility to passing traffic. In addition, the mall is the only major retail development in the Tangerang Municipality. The mall is designed in an art deco style and is located within the Modernland development, a large middle to upper income housing development.

The Metropolis Town Square Units comprise three strata units on part of the ground floor, first floor and second floor of the building, aggregating a total NLA of 14,861 sq m and representing 31.7% of the total NLA of Metropolis Town Square. The Metropolis Town Square Units are currently utilized as a department store, hypermarket and entertainment and games center.

The following table sets out other relevant information relating to the Metropolis Town Square Units.

NLA in respect of the retail space as of September 30, 2020 ...... 14,861 sq m NLA as a percentage of the NLA of Metropolis Town Square as of September 30, 2020 ...... 31.7% Percentage of contribution to our Gross Revenue for the nine months ended September 30, 2020 ...... 0.3% Value as of July 31, 2020 ...... Rp134.5 billion

DEPOK TOWN SQUARE UNITS Jalan Margonda Raya No. 1, Pondok Cina Beji, Depok, Greater Jakarta Description Depok Town Square is located on Jalan Margonda Raya, adjacent to the south eastern side of University of Indonesia. The center has direct access to Pondok Cina Railway Station, which is connected to Jalan Margonda Raya. Approximately 16 kilometers south of Jakarta’s central business district, Depok is also home to four large universities. Over the last few years, the commercial area of Depok has been growing rapidly with the emergence of many modern shopping center developments and commercial buildings.

The Depok Town Square Units comprise four strata units on part of the lower ground floor, first floor and second floor of the building, aggregating a total NLA of 12,824 sq m and representing 33.5% of the total NLA of Depok Town Square. The Depok Town Square Units are currently utilized as a department store, hypermarket and entertainment and games center.

130 The following table sets out other relevant information relating to the Depok Town Square Units.

NLA in respect of the retail space as of September 30, 2020 ...... 12,824 sq m NLA as a percentage of the NLA of Depok Town Square as of September 30, 2020 ...... 33.5% Percentage of contribution to our Gross Revenue for the nine months ended September 30, 2020 ...... 0.5% Value as of July 31, 2020 ...... Rp145.7 billion

JAVA SUPERMALL UNITS Jalan MT Haryono No. 992-994, Jomblang, Semarang, Central Java Description Semarang is the capital city of the Central Java province and the eighth largest city in terms of population in Indonesia. With its location along the northern coast of Java, Semarang is an important trading port for the region.

Java Supermall is located within the vicinity of a middle to upper class residential area which is easily accessible from most areas in Semarang. The Java Supermall Units comprise four strata units on the semi-basement, first floor and second floor of the building, aggregating a total NLA of 11,082 sq m. The Java Supermall Units are currently utilized as a department store and a supermarket.

The following table sets out other relevant information relating to the Java Supermall Units.

NLA in respect of the retail space as of September 30, 2020 ...... 11,082 sq m NLA as a percentage of the NLA of Java Supermall as of September 30, 2020 ..... 36.6% Percentage of contribution to our Gross Revenue for the nine months ended September 30, 2020 ...... 0.4% Value as of July 31, 2020 ...... Rp129.2 billion

MALANG TOWN SQUARE UNITS Jalan Veteran No. 2, Malang, East Java Description Malang is the second largest city in the East Java province with a population of approximately 0.8 million and a regency population of approximately 2.4 million.

The region is a popular tourist destination due to its natural attractions (for example, Mount Bromo, one of Java’s largest volcanoes), cool climate and colonial history. Malang also has a large student population, being home to five universities (Brawijaya, State, Muhammadiyah, Widya Gama and Merdeka Universities).

Malang Town Square, in which Malang Town Square Units are located, is a mall conceptualized as an international lifestyle mall as well as the biggest and most comprehensive mall in Malang. The center has easy access to public transportation and is surrounded by exclusive residential communities and several universities which have more than 50,000 students.

The Malang Town Square Units comprise three strata units on part of the ground floor, upper ground floor, first floor and second floor of the building, aggregating a total NLA of 11,065 sq m, representing 30.9% of the total NLA of Malang Town Square. The Malang Town Square Units are currently utilized as a department store, hypermarket and entertainment and games center.

Relevant information relating to the Malang Town Square Units The following table sets out other relevant information relating to the Malang Town Square Units.

NLA in respect of the retail space as of September 30, 2020 ...... 11,065 sq m NLA as a percentage of the NLA of Malang Town Square as of September 30, 2020 ...... 30.9% Percentage of contribution to our Gross Revenue for the nine months ended September 30, 2020 ...... 0.5% Value as of July 31, 2020 ...... Rp160.9 billion

131 PLAZA MADIUN UNITS Jalan Pahlawan, Madiun, East Java Description The city of Madiun, with a total population of 0.2 million (based on a 2010 census), is the capital city of Madiun regency in the East Java province. The Madiun regency has a total land area of 1,011 sq km and its population exceeds 0.6 million (based on a 2010 census).

Plaza Madiun is located along Jalan Pahlawan, a major road of the city which is also the primary thoroughfare in the city of Madiun. The street is positioned in the center of the commercial and administrative zone, at the crossroad of three existing sub-districts of Madiun. Most of the prominent buildings in Madiun are included in this precinct, including the City Hall, Merdeka Hotel, Tentara Hospital and Pasaraya Shopping Centre. Jalan Pahlawan is accessible from Jalan Sudirman, another major thoroughfare in the city.

Plaza Madiun enjoys high pedestrian traffic from Jalan Pahlawan and is in close proximity to various forms of public transportation options.

Plaza Madiun, aggregating a total NLA of 11,340 sq m situated on two HGB titles, comprises the basement, first floor, second floor and third floor and are currently occupied by a supermarket and a department store.

The following table sets out other relevant information relating to the Plaza Madiun Units.

NLA in respect of the retail space as of September 30, 2020 ...... 11,340 sq m NLA as a percentage of the NLA of Plaza Madiun as of September 30, 2020 ...... 100.0% Percentage of contribution to our Gross Revenue for the nine months ended September 30, 2020 ...... 1.2% Value as of July 31, 2020 ...... Rp217.2 billion

GRAND PALLADIUM MEDAN UNITS Jalan Kapt. Maulana Lubis, Medan, North Sumatra Description Grand Palladium Medan is conveniently located within the Medan CBD and is only 2.5 kilometers from Polonia International Airport. The mall is located in the center of Medan, hence drawing shoppers from all around the city. It is surrounded by government and business offices and the town hall, and therefore benefits from regular crowds of government and business visitors.

The Grand Palladium Medan Units comprise four strata units in part of the basement, lower ground floor, upper ground floor, first floor and third floor of the building, aggregating a total NLA of 12,305 sq m, representing 42.4% of the total NLA of Grand Palladium Medan. The Grand Palladium Medan Units are currently vacant, as the Business Association of the malls is in the midst of consolidating all the strata title holders to refurbish the mall.

Relevant information relating to the Grand Palladium Medan Units The following table sets out other relevant information relating to the Grand Palladium Medan Units.

NLA in respect of the retail space as of September 30, 2020 ...... 12,305 sq m NLA as a percentage of the NLA of Grand Palladium Medan as of September 30, 2020 ...... 42.4% Percentage of contribution to our Gross Revenue for the nine months ended September 30, 2020 ...... 0.0% Value as of July 31, 2020 ...... Rp83.5 billion

132 ASSET ENHANCEMENT The LMIRT Manager will continually review and investigate asset enhancement works for each property. The aim of this is to create further income streams and maximize retail offering at each mall. To do this, the LMIRT Manager intends to work with relevant Indonesian authorities to gain the necessary approvals. The table below gives a summary of potential and completed asset enhancement works.

Property Key asset enhancement plans

Sun Plaza The AEI involves major refurbishment of the existing mall including a complete revamp of the external façade and interiors, reconfiguration of the mall’s layout to maximize space and the creation of additional atrium space. The refurbishment is expected to be completed in 2021.

Gajah Mada Plaza Identified as our next major AEI. The mall is more than 30 years old and requires a major refurbishment to revamp both its external façade and interiors. The AEI is in the planning process and is expected to commence in the third quarter of 2021.

The Plaza Semanggi The AEI involves major refurbishment of the mall’s external façade and interiors, reconfiguration of the mall’s layout and the upgrade of amenities. The AEI is expected to commence at the end of 2021.

AEI are conducted section by section in each relevant mall in order to ensure that any disruption is minimal. We do not believe that the AEI will have a negative impact on the mall’s occupancy and/or revenues.

MASTER LEASES As part of our acquisition strategy, we may enter into master leases with the vendors of the properties. These master leases, with tenors of three to five years, are usually over certain areas of the properties which include specialty and anchor areas, casual leasing and parking space, and are structured to provide a stable rental income while the properties continue to mature.

As of September 30, 2020, four of our Properties have master leases with the vendors, which are Palembang Icon Sports & Convention Centre, Lippo Mall Kuta, Lippo Plaza Kendari and Lippo Plaza Jogja. The Palembang Sports & Convention Centre’s master lease expired on December 31, 2020.

Mall Terms

Master leases with LPKR subsidiaries (related party) Expiry: 28 December 2021

Lippo Mall Master Iease amount: S$4.1m Kuta - Rental top-up amount in FY2019: S$3.0m Vendor support in the form of 5-year master leases for the car park, casual leasing and specialty tenants (including food court) spaces as well as service charge (including costs of operations and maintenance of the malls) for three years from the completion of the acquisition

Expiry: 21 December 2022

Master Iease amount: S$4.0m Lippo Plaza - Rental top-up amount in FY2019: S$2.7m Jogja - Vendor support in the form 5 year master lease agreements for casual leasing and specialty tenant spaces as well as related service charges and maintenance/ operating expenses

Master leases with PT Metropolis Propertindo Utama (non-related party)

Expiry: 20 June 2022 Lippo Plaza Master lease amount: S$1.4m (S$1.8m with service charge) Kendari Vendor support in the form of 5 year master lease agreements for casual leasing and specialty tenant spaces as well as related service charges and maintenance/ operating expenses

Expiry: 31 Dec 2020 for the Sports Centre

Palembang Master lease amount: S$0.7m Icon (Sports Centre)

133 At the point of acquisition, it was assessed that upon expiry of the master leases such rental rates could be attained and hence the underlying rental performance will continue to create a sustainable income for us.

As of September 30, 2020, the master leases representing 6.0% of total revenue was S$7.0 million whereas the underlying performance was S$1.2 million accounting for 17.1% of the master lease revenue. The master leases for Lippo Mall Kuta, Lippo Plaza Kendari and Lippo Plaza Jogja will expire in December 2021, June 2022 and December 2022 respectively.

We have not entered into a master lease with respect to Puri Mall.

INSURANCE We believe that the Properties are insured consistent with industry practice in Indonesia. This includes all risks to property, machinery breakdown, public liability insurance (including bodily injury), earthquakes, terrorism and sabotage policies. These policies cover the replacement cost of each Property. There are, however, certain types of risks that are not covered by such insurance policies, including acts of war, outbreaks of contagious diseases and contamination or other environmental law breaches.

LEGAL PROCEEDINGS From time to time, we are involved in legal proceedings concerning matters arising in connection with the conduct of our business.

Except as disclosed in this Offering Memorandum, we are not currently involved in any material litigation nor, to the best of the LMIRT Manager’s knowledge, is any material litigation currently contemplated or threatened against us or the LMIRT Manager.

Additionally, except as disclosed in this Offering Memorandum, the LMIRT Trustee is not currently involved in any material litigation that may have a material adverse effect on our financial position, taken as a whole, and, to the best of the LMIRT Trustee’s knowledge, there is no such material litigation currently contemplated or threatened against it.

134 INFORMATION REGARDING THE TITLE OF THE PROPERTIES THE RETAIL MALLS Each of the retail malls is wholly-owned by an Indonesian SPC which is, in turn, owned by two Singapore SPCs, other than Sun Plaza, which is owned by three Singapore SPCs. We, via our direct or indirect ownership of 100% of the shares of each of the Singapore SPCs, indirectly holds the retail malls. The table below sets out the types of titles held by us and their respective years of expiry:

Title held by the Title/right Year of Retail Mall land owner(1) held by us expiry(3)

Gajah Mada Plaza ...... HGBTitle Strata Title 2040 Cibubur Junction ...... HGBTitle BOT Scheme 2025 The Plaza Semanggi ...... HPTitle BOT Scheme 2054 Mal Lippo Cikarang ...... HGBTitle HGB Title 2023 Lippo Plaza Ekalokasari Bogor ...... HPTitle BOT Scheme 2032 Bandung Indah Plaza(2) ...... HPLTitle BOT Scheme 2030 Istana Plaza ...... HGBTitle BOT Scheme 2034 Sun Plaza ...... HGB Title HGB Title 2032, 2037 Pluit Village(2) ...... HPLTitle BOT Scheme 2027 Plaza Medan Fair(2) ...... HPLTitle BOT Scheme 2027 Tamini Square ...... HGBTitle Strata Title 2035 Lippo Plaza Kramat Jati (Kramat Jati Indah Plaza) ...... HGBTitle HGB Title 2024 Palembang Square ...... HPLTitle Strata Title 2034 Palembang Square Extension ...... HPTitle BOT Scheme 2041 Lippo Mall Kemang ...... HGBTitle Strata Title 2035 Lippo Plaza Batu ...... HGBTitle HGB Title 2031 Palembang Icon(2) ...... HPLTitle BOT Scheme 2040 Lippo Mall Kuta ...... HGBTitle HGB Title 2037 Lippo Plaza Kendari(2) ...... HPLTitle BOT Scheme 2041 Lippo Plaza Jogja ...... HGBTitle HGB Title 2043 Kediri Town Square ...... HGBTitle HGB Title 2024 Lippo Mall Puri ...... HGBTitle Strata Title 2040

(1) The title held by the owner of the land on which the retail mall is situated.

(2) The BOT Grantor has granted the BOT Grantee, the owners of Bandung Indah Plaza Pluit Village, Plaza Medan Fair, Palembang Icon and Lippo Plaza Kendari the right to apply for HGB titles on top of its HPL titles. (See “— Hak Pengelolaan (“HPL”) titles”.)

(3) The expiry date refers to the expiry of HGB Title, Strata Title or BOT Scheme (whichever relevant, as referred to in the “Title/right held by us” column).

Build, operate and transfer schemes (“BOT Schemes”) The relevant retail mall Indonesian SPCs own eleven of the retail malls, namely, Cibubur Junction, The Plaza Semanggi, Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza), Bandung Indah Plaza, Istana Plaza, Pluit Village, Plaza Medan Fair, Palembang Square, Palembang Square Extension, Palembang Icon and Lippo Plaza Kendari, via BOT Schemes. The relevant retail mall Indonesian SPCs are in turn owned by two retail mall Singapore SPCs. A BOT Scheme is not registrable with any Indonesian authority. Rights under a BOT Scheme do not amount to a legal title and represent only contractual interests.

Pursuant to BOT Schemes, the BOT Grantor has granted the BOT Grantee, a right to build and operate the retail mall for a particular period of time as stipulated in the BOT Agreement.

The respective BOT Grantor for the relevant retail malls are not related or affiliated with the respective vendors or the Sponsor. The relevant BOT Grantors are regional Indonesian government enterprises, Indonesian government agencies and a church foundation.

In exchange for the right to build and operate a retail mall on the land owned by the BOT Grantor, the BOT Grantee is obliged to pay a certain compensation (as stipulated in the BOT Agreement) to the BOT Grantor. The relevant retail mall Indonesian SPC, as the BOT Grantee, financed the construction

135 of the relevant retail mall and on an on-going basis, pays for the asset enhancement works of the retail mall (if any). Depending on the terms of the relevant BOT agreement, the payment by the BOT Grantee may be made in the form of a lump sum or staggered payments.

We indirectly own the retail malls for the period stipulated in the respective BOT Agreement. The terms of the BOT Agreements ranges from 20 years to 30 years. During the term of the BOT Agreement, the respective BOT Grantor is not allowed to sell or transfer the land on which the relevant retail mall is situated. Upon the expiry of the term of the BOT Agreement, the BOT Grantee must return the land, together with any buildings and fixtures on top of the land, without either party providing any form of compensation to the other.

The BOT Grantee may assign its rights under the BOT Agreement with prior consent of the BOT Grantor. The BOT Agreements are silent on the circumstances under which the respective BOT Grantor may withhold its consent to such an assignment. Under Indonesian law, a transfer of rights under an agreement must be approved or acknowledged by the opposite party. Therefore, if a BOT Grantee assigns its rights under the BOT Agreement without the consent of the BOT Grantor, the assignment will not be effective and the BOT Grantee shall be deemed to have caused a breach of contract. Instead of a transfer of a BOT Grantee’s right through an assignment of the BOT Agreement, which requires consent from the BOT Grantor, the transfer of the BOT interest may also be made through a transfer of shares in the BOT Grantee by the shareholders of the BOT Grantee. Except for the BOT Agreement relating to Cibubur Junction, the transfer of shares in the BOT Grantee does not require consent from the BOT Grantor.

We own 10 of the retail malls, via our 100% ownership interests of shares in the retail mall Singapore SPCs, under BOT Schemes because:

Š Freehold land in Indonesia may not be owned by companies (whether Indonesian or foreign- owned) or by foreign individuals. Under Indonesian land law, the closest form of land title to an internationally recognized concept of “freehold” title is Hak Milik (“HM”) or “Right of Ownership”. A Hak Milik title is available only to Indonesian individuals and certain Indonesian religious and social organizations and government bodies. In the Indonesian property market, it is common for properties to be held under agreements or schemes without the legal title being transferred;

Š Instead of transferring the ownership of the land, a land owner may prefer to use the BOT Scheme for commercial reasons. A land owner may not intend to transfer the ownership of the land because the land is located at commercially strategic locations or has historical value. Alternatively, the land owner may have limited financial capability to develop the land. Under such circumstances, the land owner may prefer to enter into a BOT Agreement with a BOT Grantee who are property developers with strong financial support and proven track records; or

Š A BOT Grantee may prefer to use the BOT Scheme because the compensation for obtaining the BOT rights could be considered as more price feasible and cash flow effective as compared to an outright purchase of the land.

The table below sets out the BOT Scheme expiry date for each of the properties owned via BOT Schemes, as of September 30, 2020:

Retail Mall Expiry Date of BOT Scheme

Cibubur Junction ...... July 28, 2025 The Plaza Semanggi ...... March 31, 2054 Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza) ...... June 27, 2032 Bandung Indah Plaza ...... December 31, 2030 Istana Plaza ...... January 17, 2034 Pluit Village ...... June 9, 2027 Plaza Medan Fair ...... July 23, 2027 Palembang Square Extension ...... January 24, 2041 Palembang Icon ...... April 30, 2040 Lippo Plaza Kendari ...... July 7, 2041

136 Strata titles Five of the retail malls, namely, Gajah Mada Plaza, Tamini Square, Palembang Square, Lippo Mall Kemang and Lippo Mall Puri, are held via strata titles. Under Indonesian land law, if a building developer plans to market and sell a multi-story building, the building developer must divide the multi- story building into (i) rights of ownership (strata title) for each unit, (ii) rights on common properties, (iii) rights to common parts, and (iv) rights to the common land in the form of a sketch plan, which must be approved by the relevant authority. Such sketch plan must also provide an explanation on (i) unit separation that can be used by individuals, (ii) the limitation and separation of the strata title right over common properties, and (iii) the strata title right over the common land.

In general, if a party holds a property via strata titles, the party that owns the strata title unit, will also own the common areas, common property and common land (i.e. the underlying land) proportionately with the other strata title unit owners. We indirectly own, via the relevant retail mall Indonesian SPC, approximately 99.0% of the units of strata titles that are constructed on the relevant plot of land on which Gajah Mada Plaza is situated on.

Hak Guna Bangunan (“HGB”) titles Seven of the retail malls, namely, Mall Lippo Cikarang, Sun Plaza, Kramat Jati Indah Plaza (Lippo Plaza Kramat Jati), Lippo Plaza Batu, Lippo Mall Kuta, Lippo Plaza Jogja and Kediri Town Square are held via a HGB title. Under Indonesian land 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 investment companies (Penanaman Modal Asing, or “PMA”). A holder of HGB title has the right to erect, occupy and use buildings on that particular parcel 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 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 to grant extensions.

Hak Pakai (“HP”) titles Two of the retail malls, namely The Plaza Semanggi and Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza), are situated on plots of land which are owned by the land owner under HP (Right to Use) titles. We do not own these plots of land directly and instead, hold the two retail malls via BOT Schemes. The land owner (as the BOT Grantor) has granted the relevant retail mall Indonesian SPC (as BOT Grantee), a right to build and operate the relevant retail mall for a particular period of time as stipulated in the BOT Agreement. The HP titles where Plaza Semanggi and Lippo Plaza Ekalokasari Bogor (formerly Ekalokasari Plaza) are constructed will be valid as long as the lands are being used by the respective land owner.

The BOT Land on which Palembang Square Extension is constructed is represented by HP No. 419/ Lorok Pakjo, registered under the name of the Government of Sumatera Province, which is currently in the process of being converted into Hak Pengelolaan (Right to Manage) in relation to additional areas.

A HP title allows its holder (the land owner) the right to use and/or collect the products of land directly administered by the State or of land owned by other persons. HP over land can be granted by the Indonesian government in the form of a decree or by an Indonesian citizen in the form of an agreement. The decree or the agreement gives the user the rights and obligations laid down in that decree or agreement.

A HP title in Indonesia may be obtained and owned by the following entities: (i) an Indonesian citizen, (ii) a legal entity established under Indonesian law and domiciled in Indonesia, (iii) any Indonesian government department or government agency, (iv) any social or religious entity, (v) a foreign citizen residing in Indonesia and who has provided benefit to Indonesia, (vi) a foreign legal entity that has a registered representative office in Indonesia, and (vii) a state representative or a representative of certain international bodies.

137 Hak Pengelolaan (“HPL”) titles In the case of Bandung Indah Plaza, the BOT Grantor owns the land on which the retail mall is situated under a HPL (Right to Manage) title. A HPL title provides its holder (the land owner) with the right to manage on a parcel of land created by the State, in which the executing authorities of such right to manage is partially granted and in common practice (only) to Indonesian government entities. Such holder of a Right to Manage title may use the granted executing authority for the purpose of land utilization and allocation planning, utilization of the land related to the role of such Indonesian government entities, partial assignment of the land to third parties and/or land management in cooperation with third parties. Bandung Indah Plaza Pluit Village, Plaza Medan Fair, Palembang Square, Palembang Icon and Lippo Plaza Kendari are constructed on land under HPL titles which will be valid as long as the land is being used by the land owner.

For Bandung Indah Plaza, Pluit Village, Plaza Medan Fair, Palembang Icon and Lippo Plaza Kendari the land owner (as BOT Grantor) has granted the relevant retail mall Indonesian SPC (as BOT Grantee) the right to apply for a HGB title on top of its HPL (Right to Manage) title. Pursuant to this BOT Scheme, the BOT Grantee is granted the right to build and operate the retail mall and to own a HGB title for the term of the BOT Agreement. Ownership of the HGB title allows the BOT Grantee to encumber the land with prior consent of the BOT Grantor and subject to the BOT Agreement.

The Retail Spaces Each of the retail spaces is wholly-owned by a retail space Indonesian SPC which is, in turn, owned by two retail space Singapore SPCs. We indirectly own the retail spaces. The retail spaces are held by the respective Indonesian SPCs under the following types of title:

Retail Space Held by us via:

Mall WTC Matahari Units ...... Strata titles ownership certificates Metropolis Town Square Units ...... Strata titles ownership certificates Depok Town Square Units ...... Strata titles ownership certificates Java Supermall Units ...... Strata titles ownership certificates Malang Town Square Units ...... Strata titles ownership certificates Plaza Madiun Unit ...... Strata titles ownership certificates Grand Palladium Medan Units ...... Strata titles ownership certificates

138 MANAGEMENT

The LMIRT Manager is appointed as the manager of the LMIR Trust in accordance with the terms of the LMIRT Trust Deed. The Board of Directors of the LMIRT Manager is collectively responsible for the business affairs and success of the LMIR Trust and the LMIRT Manager. The names and positions of the Board of Directors of the LMIRT Manager are set out below:

Name Position Murray Dangar Bell Chairman, Lead Independent Director Liew Chee Seng James Executive Director and Chief Executive Officer Gouw Vi Ven Non-Executive Non-Independent Director Mark Leong Kei Wei Independent Director Sandip Talukdar Independent Director

BOARD OF DIRECTORS OF THE LMIRT MANAGER Murray Dangar Bell Mr. Murray Dangar Bell was appointed as Lead Independent Director on November 1, 2019 and as Chairman on December 31, 2019. He is a member of the Audit and Risk Committee and Nominating and Remuneration Committee. Mr. Bell has more than 30 years of experience in real estate management, primarily in shopping malls management in the Asia Pacific and Middle East regions. He is also a commercial business leader with extensive experience in leading, managing and driving change management in both large and smaller property groups. Mr. Bell was the Chief Executive Officer of Intergen Property Group, a Sydney-based boutique property fund management and property operating business servicing local and international investors, which he founded in 2015. Prior to founding Intergen Property Group, Mr. Bell held various leadership roles with leading real estate organizations, which included Managing Director—Retail at Al Futtaim Group Real Estate, United Arab Emirates, Head of Asset and Mall Management at AMP Capital Shopping Centres, Australia, Chief Executive Officer—Malls at Lippo Karawaci, Indonesia, Senior Vice President at Majid Al Futtaim, United Arab Emirates, Managing Director at Jones Lang LaSalle, South Korea and Chief Executive Officer—Malls at Lend Lease Retail, Australia. In the early years of his career, Mr. Bell also held various positions with Jones Lang LaSalle in Indonesia and Hong Kong. Mr. Bell holds a Bachelor of Arts, majoring in Economics and Law from the University of Sydney, Australia.

Liew Chee Seng James Mr. Liew was appointed as Executive Director on December 31, 2019. He joined the LMIRT Manager in June 2018 as Chief Operating Officer, appointed as Deputy Chief Executive Officer in October 2018 and subsequently as Chief Executive Officer in May 2019. Prior to joining the LMIRT Manager, he was Senior Director, Corporate Finance and Asset Enhancement at Lippo Group from September 2015 to May 2018, where he worked on various real estate projects in Indonesia. Mr. Liew has more than 20 years of experience in the finance and real estate industries, having served in various capacities with Temasek Holdings, United Overseas Bank, UOB Asset Management and Raiffeisen Bank. Mr. Liew obtained his Masters in Business Administration (Strategic Management) and Bachelor of Business, Banking and Finance (First Class Honours) from the Nanyang Technological University.

Gouw Vi Ven Ms. Gouw Vi Ven was appointed as Non-Executive Non-Independent Director on December 31, 2019. She is a member of the Nominating and Remuneration Committee. Ms. Gouw was formerly the CEO of the LMIRT Manager from 2007 to April 2013, Executive Director until March 2017, served as CEO again from October 2018 to May 2019, and remained as Executive Director until December 2019. Ms. Gouw has more than 25 years of experience in management, marketing and sales in the real estate industry. She played a pivotal role as President Director of the Sponsor, in propelling the Group into the largest listed property company in Indonesia by asset size. During her tenure, she was integral in identifying retail properties for the Sponsor to invest in (the strata malls and the planned leased malls), enhancing existing assets and ensuring the delivery of development projects, which span across diverse real estate sectors, including urban areas and townships, residential clusters, condominiums, hospitals and hotel projects throughout Indonesia. Ms. Gouw graduated from the University of New South Wales, Australia, with a degree in Computer Science and Statistics.

139 Mark Leong Kei Wei Mr. Mark Leong Kei Wei was appointed as Independent Director on July 15, 2020. He is the Chairman of the Audit and Risk Committee effective from July 31, 2020. Mr. Leong has more than 22 years of experience in a broad range of corporate environments namely, auditing firms, small and medium-sized enterprises, a US-based multinational corporation, a family office and listed companies. He has in-depth expertise in the capital and debt markets through various fundraising exercises, investment management and consultancy services roles. He also has vast experience across diverse industries which include offshore marine support, mining, health and wellness, holding various C-suite positions. Mr. Leong is a Chartered Accountant of the Institute of Singapore Chartered Accountants (ISCA), a Fellow of the Association of Chartered Certified Accountants (ACCA) and a Member of the Singapore Institute of Directors (SID). He is also currently the Lead Independent Director of Mainboard-listed MDR Limited, and Independent Director of Mainboard-listed Catalist-listed HS Optimus Holdings Limited.

Sandip Talukdar Mr. Sandip Talukdar was appointed as Independent Director on July 15, 2020. He is a member of the Audit and Risk Committee and Nominating and Remuneration Committee effective from July 31, 2020. Mr. Talukdar has over 20 years of experience in the finance and banking industry from his previous roles as Chief Financial Officer of the manager of Prime US REIT (listed on the Singapore Exchange) and his corporate finance and advisory positions with Standard Chartered Bank, Credit Suisse, Dresdner Kleinwort Wassertein and Merrill Lynch. He has extensive expertise in corporate finance and equity, debt and merger and acquisition transactions in the Southeast Asia region. Mr. Talukdar has a Master of Business Administration (graduated Palmer Scholar) from The Wharton School, University of Pennsylvania, and a Bachelor of Business Administration (with distinction) from the University of Michigan.

MANAGEMENT TEAM The names and positions of the management team of the LMIRT Manager are set out below:

Name Position Liew Chee Seng, James Chief Executive Officer Heng Shao Sheng Director, Asset Management Ella Jia Financial Controller Cesar Agor Senior Manager, Legal and Compliance

Liew Chee Seng, James Please refer to the “Board of Director of the LMIRT Manager” section above.

Heng Shao Sheng Mr. Heng joined the LMIRT Manager in April 2017 and is the director of the Asset Management department. He has more than 15 years of experience in the banking and finance industry covering areas such as management information services, operations control, accounting and finance. Prior to joining the LMIRT Manager, Mr. Heng was Deputy Head of Accounting and Finance at Raiffeisen Banking International, where he was involved in statutory compliance reporting, IFRS reporting, data and operations control and accounts payable. He started his career with BNP Paribas and has also worked for ABN Amro. Mr. Heng obtained his Bachelor of Business in Accountancy from RMIT University and is also a Certified Practising Accountant, CPA Australia. He obtained his Executive Certificate in Real Estate Finance from the National University of Singapore.

Ella Jia Ms. Jia joined the LMIRT Manager in September 2013 as Finance Manager and then as Senior Manager, Treasury and Financial Accounting from July 2016 to December 2018. In January 2019, she was appointed as Financial Controller. She assists with financial reporting, treasury, taxation and assets acquisition activities. Ms. Jia has more than 10 years of industry experience in REITs and private funds. Prior to joining the LMIRT Manager, she spent her first four years of her finance career

140 with BDO Raffles and Deloitte & Touche LLP, and subsequently worked for Frasers Commercial Trust as a Finance Manager and Prologis Singapore as the Reporting Manager. Ms. Jia graduated with a Bachelor of Arts in English Literature and Linguistics and is a Chartered Accountant of the Institute of Singapore Chartered Accountants as well as a fellow member of the Association of Chartered Certified Accountants (FCCA).

Cesar Agor Mr. Agor joined the LMIRT Manager in July 2012. He supports the activities of the LMIRT Manager in the areas of legal and compliance. From 2007 and prior to joining the LMIRT Manager, Mr. Agor was a practicing lawyer in the Philippines, having worked as an associate lawyer in various law offices in Manila. He also served as an in-house legal counsel at Vista Land & Lifescapes, Inc., one of the largest real estate companies in the Philippines. He is a member of the Integrated Bar of the Philippines. Mr. Agor obtained his Bachelor of Arts in Legal Management and Bachelor of Laws from the Catholic University of Santo Tomas, Philippines. He is currently pursuing his Master of Laws at the University of London International Programmes.

141 INTERESTS OF UNITHOLDERS AND DIRECTORS OF THE LMIRT MANAGER

The following table sets forth details about the interest of the Unitholders who held interests of at least 5.0% or more (“Substantial Unitholders” and each a “Substantial Unitholder”) based on the Register of Substantial Unitholders as of September 30, 2020. None of the directors of the LMIRT Manager holds any interest in LMIR Trust. Deemed interest is determined in accordance with Section 7(4) of the Companies Act. Our Sponsor has provided an irrevocable undertaking to take up its full pro rata stake in the rights issue and apply for all excess rights Units, no adjustments have been made to the following table to account for any application for excess rights Units.

Total no. of Direct Interest Deemed Interest Units held Percentage(1) No. of Units No. of Units Bridgewater International Ltd. (“BIL”)(2) ..... 857,741,287 - 857,741,287 29.31% Mainland Real Estate Ltd. (“Mainland”)(3) . . . - 945,863,906 945,863,906 32.32% Lippo Karawaci Corporation Pte Ltd. (“LK Corp”)(4) ...... - 945,863,906 945,863,906 32.32% Jesselton Investment Limited (“Jesselton”)(5) ...... - 945,863,906 945,863,906 32.32% PT. Sentra Dwimandiri (“PTSD”)(6) ...... - 945,863,906 945,863,906 32.32% PT. Lippo Karawaci Tbk (“Sponsor”)(7) ...... - 945,863,906 945,863,906 32.32% PT Inti Anugerah Pratama (“IAP”)(8) ...... - 945,863,906 945,863,906 32.32% PT Trijaya Utama Mandiri (“TUM”)(9) ...... - 945,863,906 945,863,906 32.32% James Tjahaja Riady (“JTR”)(10) ...... - 945,863,906 945,863,906 32.32% Fullerton Capital Limited (“Fullerton”)(11) .... - 945,863,906 945,863,906 32.32% Sinovex Limited (“Sinovex”)(12) ...... - 945,863,906 945,863,906 32.32% Dr Stephen Riady (“SR”)(13) ...... - 945,863,906 945,863,906 32.32%

(1) Percentage interest is based on 2,926,795,018 Units in issue as of September 30, 2020. (2) BIL is directly held by PTSD, PT Prudential Development (“PD”) and Mainland Real Estate Ltd. in the proportion of 47.61%, 0.01% and 52.38% respectively. The LMIRT Manager is directly held by Peninsula Investment Limited (“PIL”), which in turn is directly held by Mainland and Jesselton Investment Limited (“Jesselton”) in the proportion of 51.91% and 49.09% respectively. Mainland is directly held by PTSD, PD, Jesselton and Lippo Karawaci Corporation Pte Ltd (“LK Corp”) (together, the “subsidiaries of the Sponsor”) in the proportions of 28%, 18%, 27% and 27% respectively. (3) Mainland is deemed to be interested in Peninsula’s deemed interest in the (i) 88,122,619 Units held by the LMIRT Manager and the (ii) 857,741,287 Units held by BIL. (4) LK Corp is deemed to be interested in Mainland’s interest in the (i) 88,122,619 Units held by the LMIRT Manager and the (ii) 857,741,287 Units held by BIL. (5) Jesselton is deemed to be interested in Mainland’s interest in the (i) 88,122,619 Units held by the LMIRT Manager and the (ii) 857,741,287 Units held by BIL. (6) PTSD is deemed to be interested (i) 857,741,287 Units held by BIL, and the (ii) 88,122,619 Units held by the LMIRT Manager. (7) The Sponsor is deemed to be interested in (i) 857,741,287 Units held by its indirect wholly-owned subsidiary, BIL, and the (ii) 88,122,619 Units held by the LMIRT Manager. (8) IAP directly holds 59.37% interest in the Sponsor and is therefore deemed to be interested in Sponsor’s interest in 945,863,906 Units. (9) TUM effectively holds 60% interest in IAP and is therefore deemed to be interested in 913,971,515 Units in which IAP has an interest. (10) JTR effectively holds 100% interest in TUM and is therefore deemed to be interested in 945,863,906 Units in which IAP has an interest. (11) Fullerton holds 40% interest in IAP and is therefore deemed to be interested in 945,863,906 Units in which IAP has an interest. (12) Sinovex holds 99% interest in Fullerton and is therefore deemed to be interested in 945,863,906 Units in which Fullerton has an interest. (13) SR effectively holds all the shares of Sinovex. Sinovex holds 99% interest and SR holds the remaining 1% interest in Fullerton which in turn holds 40% interest in IAP. Therefore, he is deemed to be interested in 945,863,906 Units in which Fullerton has an interest.

142 The following table sets forth details about the interest of each Substantial Unitholder based on the Register of Substantial Unitholders as of January 26, 2021.

Total no. of Direct Interest Deemed Interest Units held Percentage(1) No. of Units No. of Units Bridgewater International Ltd. (“BIL”)(2) .... 4,210,792,262 - 4,210,792,262 55.33% Mainland Real Estate Ltd. (“Mainland”)(2) ...... - 4,439,911,071 4,439,911,071 58.35% Lippo Karawaci Corporation Pte Ltd. (“LK Corp”)(2) ...... - 4,439,911,071 4,439,911,071 58.35% Jesselton Investment Limited (“Jesselton”)(2) ...... - 4,439,911,071 4,439,911,071 58.35% PT. Sentra Dwimandiri (“PTSD”)(2) ...... - 4,439,911,071 4,439,911,071 58.35% PT. Lippo Karawaci Tbk (“Sponsor”)(2) .... - 4,439,911,071 4,439,911,071 58.35% PT Inti Anugerah Pratama (“IAP”)(3) ...... - 4,439,911,071 4,439,911,071 58.35% PT Trijaya Utama Mandiri (“TUM”)(4) ...... - 4,439,911,071 4,439,911,071 58.35% James Tjahaja Riady (“JTR”)(5) ...... - 4,439,911,071 4,439,911,071 58.35% Fullerton Capital Limited (“Fullerton”)(6) . . . - 4,439,911,071 4,439,911,071 58.35% Sinovex Limited (“Sinovex”)(7) ...... - 4,439,911,071 4,439,911,071 58.35% Dr Stephen Riady (“SR”)(8) ...... - 4,439,911,071 4,439,911,071 58.35%

(1) Percentage interest is based on 7,609,667,047 Units in issue as at January 26, 2021. (2) BIL is directly held by SD, PT Prudential Development (“PD”) and Mainland. in the proportion of 47.61%, 0.01% and 52.38% respectively. SD and Mainland are therefore deemed to be interested in the units held by BIL. LMIRT Management Ltd., the Manager of Lippo Malls Indonesia Retail Trust (the “Manager”) is directly held by Peninsula Investment Limited (“PIL”), which in turn is directly held by Mainland and Jesselton in the proportion of 51.91% and 48.09% respectively. Mainland is directly held by SD, PD, Jesselton and LK Corp in the proportion of 28%, 18%, 27% and 27% respectively. SD and LK Corp are therefore deemed to be interested in the units held by BIL and the Manager. The Sponsor continues to hold 100% of SD, PD, LK Corp and Jesselton. (3) IAP holds more than 50% interest in the Sponsor and is therefore deemed to be interested in Sponsor’s deemed interest in 4,439,911,071 Units comprising of 229,118,809 Units held by the Manager and 4,210,792,262 Units held by BIL. (4) TUM holds 60% interest in IAP which is the intermediate holding company of the Manager. Accordingly, TUM has a deemed interest in 229,118,809 Units held by the Manager. In addition, TUM is the intermediate holding company of BIL and is therefore deemed in the 4,210,792,262 Units held by BIL. (5) JTR effectively holds 100% interest in TUM and is therefore deemed to be interested in TUM’s deemed interest. (6) Fullerton holds 40% interest in IAP and is therefore deemed to be interested in IAP’s deemed interest of 4,439,911,071 Units. (7) Sinovex is the holding company of Fullerton and is therefore deemed to be interested in Fullerton’s deemed interest of 4,439,911,071 Units. (8) SR holds the entire share capital of Sinovex which is the holding company of Fullerton. Fullerton holds 40% of the shares in IAP which is the intermediate holding company of the Manager and BIL. Therefore, he is deemed to be interested in 4,439,911,071 Units comprising of 229,118,809 Units held by the Manager and 4,210,792,262 Units held by BIL.

143 RELATED PERSON TRANSACTIONS

In general, transactions between us and any of our related parties constitute “related party transactions”. Below is a summary of key related party transactions that we have entered into with some of our affiliates. All of our related party transactions are conducted on an arms-length basis and on normal commercial terms. The related parties with whom we have entered into business transactions are PT Lippo Karawaci Tbk. and its subsidiaries and affiliates, and Perpetual (Asia) Limited and the predecessor trustee, HSBC Institutional Trust Services (Singapore) Limited.

The Acquisition of Lippo Mall Puri, the Vendor Support and the Vendor Financing are all related party transactions.

For the nine months ended September 30, 2020, the aggregate value of transactions with PT Lippo Karawaci Tbk and its subsidiaries or associates amounted to S$6.1 million for management fees, S$3.4 million for property management fees and S$19.7 million for rental revenue, service charge and recovery. The aggregate value for transactions with Perpetual (Asia) Limited amounted to S$0.3 million for its trustee fee.

For the financial year ended December 31, 2019, the aggregate value of transactions with PT Lippo Karawaci Tbk and its subsidiaries or associates amounted to S$12.2 million for management fees, S$7.9 million for property management fees and S$61.2 million for rental revenue, service charge and recovery. The aggregate value for transactions with Perpetual (Asia) Limited amounted to S$428,000 for its trustee fee.

For the financial year ended December 31, 2018, the aggregate value of transactions with PT Lippo Karawaci Tbk and its subsidiaries or associates amounted to S$11.6 million for management fees, S$7.7 million for property management fees and S$62.7 million for rental revenue, service charge and recovery. The aggregate value for transactions with Perpetual (Asia) Limited amounted to S$461,000 for its trustee fee.

For the financial year ended December 31, 2017, the aggregate value of transactions with PT Lippo Karawaci Tbk and its subsidiaries or associates amounted to S$12.5 million for management fees, S$1.2 million for acquisition fees, S$6.7 million for property management fees, S$12.4 million for rental revenue of master lessee, S$52.7 million for rental revenue, service charge and recovery and S$96.8 million for the acquisition of Lippo Plaza Kendari, Lippo Plaza Jogja and Kediri Town Square. The aggregate value for transactions with HSBC Institutional Trust Services (Singapore) Limited amounted to S$0.4 million for its trustee fee.

144 DESCRIPTION OF INDEBTEDNESS

As of December 31, 2017, 2018 and 2019, we had consolidated indebtedness totaling S$695.0 million, S$680.0 million and S$721.7 million, respectively. As of September 30, 2020, we had consolidated indebtedness totaling S$696.2 million.

The following table describes our primary consolidated indebtedness as of the dates described below. In addition to the description below.

Amount outstanding Description of Original Principal (as of No. Indebtedness Borrower Lender Currency Amount Maturity September 30, 2020) (S$ (US$ (S$ (US$ millions) millions) millions) millions) 1 Guaranteed Senior Notes due 2024 . . . LMIRT Capital Pte. Ltd. - USD 342.2 250.0 June 19, 342.2 250.0 2024 2 Syndicated Term Loan ...... Perpetual (Asia) Limited, in Syndicated SGD 175.0 127.8 August 22, 175.0 127.8 its capacity as trustee of Loan 2021 LMIRT 3 Syndicated Term Loan ...... Perpetual (Asia) Limited, in Syndicated SGD 67.5 49.3 November 9, 67.5 49.3 its capacity as trustee of Loan 2022 LMIRT 4 Syndicated Term Loan ...... Perpetual (Asia) Limited, in Syndicated SGD 67.5 49.3 November 9, 67.5 49.3 its capacity as trustee of Loan 2023 LMIRT 5 Syndicated Term Loan ...... LMIRT Capital Pte. Ltd. Syndicated SGD 60.0 43.8 January 6, -(1) -(1) Loan 2024 6 Syndicated Term Loan ...... LMIRT Capital Pte. Ltd. Syndicated SGD 20.0 14.6 January 6, -(1) -(1) Loan 2026 7 Revolving Credit Facility ...... Perpetual (Asia) Limited, in CIMB SGD 40.0 29.2 February 18, 40.0 29.2 its capacity as trustee of Bank 2021(2) LMIRT Berhad, Labuan Offshore Branch 8 Revolving Credit Facility ...... Perpetual (Asia) Limited, in BNP SGD 4.0 2.9 February 22, 4.0 2.9 its capacity as trustee of Paribas, 2021(2) LMIRT acting through its Singapore Branch 9 Term Loan ...... Binjaimall Holdings Pte. Ltd. PT Mandiri SGD 40.0 29.2 April 26, -(1) -(1) Cipta 2022 Gemilang

(1) Entered into after September 30, 2020.

(2) The revolving credit facilities are on a monthly rolling basis. The maturity date is as of the date of this Offering Memorandum.

Below are brief descriptions of the indebtedness listed in the table above.

Guaranteed Senior Notes due 2024 (the “Existing Notes”) On June 19, 2019, the Issuer issued US$250.0 million Guarantee Senior Notes due 2024. The Existing Notes bear a fixed interest rate of 7.25% per annum payable semi-annually in arrears and issued at an issue price of 98.973% of the principal of the Existing Notes. The Existing Notes are guaranteed by Perpetual (Asia) Limited, in its capacity as trustee of LMIRT. At any time on or after June 19, 2022, the Issuer may redeem the Existing Notes, in whole or in part, at a redemption price equal to 103.625%, or 101.813% (if redeemed in on or after June 19, 2023) of the principal amount of the Existing Notes, plus accrued and unpaid interest, if any, to the redemption date. Under the terms of the Existing Notes, the

145 guarantor and all of its subsidiaries and joint operations are limited in their ability to, among other things, incur additional indebtedness, make investments or other payments, enter into agreements that restrict certain of the subsidiaries to pay dividends and transfer assets, and create encumbrances on their assets.

S$350.0 million Facilities Agreement On August 22, 2016, HSBC Institutional Trust Services (Singapore) Limited, the then trustee of LMIR Trust, entered into a facilities agreement (the “2016 Facilities Agreement”) of up to S$350.0 million, consisting of two term loans of up to S$175.0 million each (“2016 Facility A” and “2016 Facility B”, respectively). The 2016 Facilities Agreement was novated from HSBC Institutional Trust Services (Singapore) Limited to the Guarantor on January 3, 2018. In relation to the 2016 Facilities Agreement, a charge and assignment over an interest reserve account was given by the Guarantor (as chargor) in favor of the security agent (as security trustee for itself and each of the secured parties therein). The facilities are arranged by BNP Paribas, acting through its Singapore Branch, CIMB Bank Berhad, Singapore Branch, JPMorgan Chase Bank, N.A., Singapore Branch, The Bank of East Asia, Limited, Singapore Branch and CTBC Bank Co., Ltd., Singapore. CIMB Bank Berhad, Singapore Branch acts as the facility agent and security agent.

The 2016 Facility A matured on August 22, 2020. The 2016 Facility B bears interest at SWAP rate plus a margin of 3.15% per annum and it matures on August 22, 2021. Pursuant to these facilities, the Guarantor may not, subject to certain exceptions, without the prior written consent of the majority lenders, undertake, among others, the following activities: (i) the sale, lease, transfer or disposal of any asset; (ii) any amalgamation, demerger, merger or reconstruction; (iii) the making of any loans or giving of any guarantee other than in respect of the liabilities or obligations of any member of the Group; (iv) incur financial indebtedness secured by any of the properties of the Group; or (v) create or permit to subsist any security over any of its assets or any asset of the group. The Guarantor is also required to maintain the following:

(i) consolidated total assets shall not be less than S$1,250,000,000;

(ii) the ratio of net property income to consolidated interest expense for each test period of 12 months ending on the last day of each financial quarter of LMIR Trust shall not be less than 2.50:1;

(iii) the gearing ratio shall not exceed such aggregate leverage limit as may be permitted from time to time under the Property Funds Appendix at any time; and

(iv) the ratio of consolidated total unencumbered debt to consolidated total unencumbered assets for each test period of 12 months ending on the last day of each financial quarter of LMIR Trust shall not exceed: (a) 0.50:1 during the initial period ending on the earlier of (x) June 30, 2020 and (y) the date on which all the bonds under the EMTN Programme are refinanced, and (b) 0.67:1 after such initial period, provided that up to the end of such initial period no other indebtedness exists with a consolidated total unencumbered debt to consolidated total unencumbered asset ratio which is more favorable to other financiers.

The Guarantor pre-emptively sought and obtained on December 11, 2020 a waiver of the requirement for the Guarantor to maintain a ratio of not less than 2.50:1 for LMIR Trust’s net property income to consolidated interest expense for each test period of 12 months ending on the last day of each financial quarter of LMIR Trust. The relevant conditions for the waiver include (i) LMIR Trust maintaining an interest coverage ratio of 1.25x for the quarterly period ending on December 31, 2020 and March 31, 2021, and (ii) in relation to the waiver for the quarterly period ending March 31, 2021, LMIR Trust providing documentary evidence satisfactory to the lenders by May 31, 2021 that it has successfully procured adequate funds (including cash balances on hand) to repay the 2016 Facility B when due.

S$135.0 million Facilities Agreement On November 9, 2018, the Guarantor entered into a facilities agreement (the “2018 Facilities Agreement”) of up to S$135.0 million, consisting of two term loans of up to S$67.5 million each (“2018 Facility A” and “2018 Facility B” respectively). In relation to the 2018 Facilities Agreement, a charge and assignment over an interest reserve account was given by the Guarantor (as chargor) in favor of

146 the security agent (as security trustee for itself and each of the secured parties therein). The facilities are arranged by BNP Paribas, CIMB Bank Berhad, Singapore Branch, Credit Suisse AG, Singapore Branch, Shanghai Pudong Development Bank Co., Ltd. Singapore Branch and The Bank of East Asia, Limited, Singapore Branch. CIMB Bank Berhad, Singapore Branch acts as the facility agent and security agent.

The 2018 Facility A bears interest at SWAP rate plus a margin of 3.05% per annum and it matures on November 9, 2022. The 2018 Facility B bears interest at SWAP rate plus a margin of 3.25% per annum and it matures on November 9, 2023. Pursuant to these facilities, the Guarantor may not, subject to certain exceptions, without the prior written consent of the majority lenders, undertake, among others, the following activities: (i) the sale, lease, transfer or disposal of any asset; (ii) any amalgamation, demerger, merger or reconstruction; (iii) the making of any loans or giving of any guarantee other than in respect of the liabilities or obligations of any member of the Group; (iv) incur financial indebtedness secured by a security over any of the assets of the Group or any financial indebtedness supported by credit support of any kind (other than (a) any letter of comfort for so long as such letter is not legally binding and (b) any guarantees issued or to be issued by the Guarantor in respect of unsecured borrowings of any of its subsidiaries); or (v) create or permit to subsist any security over any of its assets or any asset of the Group. The Guarantor is also required to maintain the following:

(i) consolidated total assets shall not be less than S$1,250,000,000;

(ii) the ratio of consolidated total borrowings to consolidated total assets shall not exceed 0.45:1;

(iii) the ratio of consolidated net property income to consolidated interest expense for each test period of 12 months ending on the last day of each financial quarter of LMIR Trust shall not be less than 2.50:1; and

(iv) the gearing ratio shall not exceed such maximum aggregate leverage limit as may be permitted from time to time under the Property Funds Appendix at any time.

The Guarantor pre-emptively sought and obtained on December 11, 2020 a waiver of the requirement for the Guarantor to maintain a ratio of not less than 2.50:1 for LMIR Trust’s consolidated net property income to consolidated interest expense for each test period of 12 months ending on the last day of each financial quarter of LMIR Trust. The waiver is conditional on LMIR Trust maintaining an interest coverage ratio of 1.25x for the quarterly periods ending on December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021.

S$80.0 million Facilities Agreement On January 6, 2021, the Issuer entered into a facilities agreement (the “2021 Facilities Agreement”) of an initial commitment of up to S$80.0 million, consisting initially of two term loans of up to S$60.0 million (“2021 Facility A1”) and S$20.0 million (“2021 Facility A2”). The Guarantor has provided certain guarantees and indemnities to the finance parties in relation to the Issuer’s obligations under the 2021 Facilities Agreement. In relation to the 2021 Facilities Agreement, a charge and assignment over an interest reserve account was given by the Issuer (as chargor) in favor of the security agent as security trustee for itself and each of the second parties therein). The facilities are initially arranged by BNP Paribas and, CIMB Bank Berhad, Singapore Branch. CIMB Bank Berhad, Singapore Branch acts as the facility agent and security agent.

The 2021 Facility A1 bears interest at SWAP rate plus a margin of 3.15% per annum and it matures on January 6, 2024. The 2021 Facility A2 bears interest at SWAP rate plus a margin of 3.57% per annum and it matures on January 6, 2026. Pursuant to these facilities, the Issuer and the Guarantor may not, subject to certain exceptions, without the prior written consent of the majority lenders, undertake, among others, the following activities: (i) the sale, lease, transfer or disposal of any asset; (ii) any amalgamation, demerger, merger or reconstruction; (iii) the making of any loans or giving of any guarantee other than in respect of the liabilities or obligations of any member of the Group; (iv) incur financial indebtedness secured by a security over any of the assets of the Group or any financial indebtedness supported by credit support of any kind (other than (a) any letter of comfort for so long as such letter is not legally binding and (b) any guarantees issued or to be issued by the Guarantor in respect of unsecured borrowings of any of its subsidiaries); or (v) create or permit to subsist any

147 security over any of its assets or any asset of the Group. The Issuer and the Guarantor are also required to maintain the following:

(i) consolidated total assets shall not be less than S$1,250,000,000;

(ii) the ratio of consolidated total borrowings to consolidated total assets shall not exceed 0.50:1;

(iii) the ratio of consolidated net property income to consolidated interest expense for the period commencing from the first financial quarter falling after the date of the 2021 Facilities Agreement to September 30, 2021, shall not be less than 1.25:1;

(iv) the ratio of consolidated net property income to consolidated interest expense for each test period of 12 months commencing on and from October 1, 2021 and ending on the last day of each financial quarter of LMIR Trust shall not be less than 2.50:1;

(v) the gearing ratio shall not exceed such maximum aggregate leverage limit as may be permitted from time to time under the Property Funds Appendix at any time; and

(vi) the consolidated tangible net worth shall be positive.

Indebtedness with CIMB Bank Berhad, Labuan Offshore Branch On November 13, 2017, HSBC Institutional Trust Services (Singapore) Limited, the then trustee of LMIR Trust, entered into a facility letter with CIMB Bank Berhad, Singapore Branch and obtained an uncommitted revolving credit facility. The facility letter was novated from HSBC Institutional Trust Services (Singapore) Limited to the Guarantor on January 3, 2018. The facility letter was then novated from CIMB Bank Berhad, Singapore Branch to CIMB Bank Berhad, Labuan Offshore Branch on November 28, 2018. The facility letter was further supplemented by a supplemental facility letter dated February 20, 2019 and a supplemental facility letter dated July 20, 2020. This facility bears interest at SWAP rate plus a margin of 3.75% per annum. The facility limit for this facility is S$40.0 million. As of September 30, 2020, the outstanding amount under this facility was S$40.0 million, and it is due on February 18, 2021. LMIR Trust repaid S$20.0 million on January 18, 2021.

Pursuant to this facility, the Guarantor may not, subject to certain exceptions, without the prior written consent of CIMB Bank Berhad, Labuan Offshore Branch, undertake, among others, the following activities: (i) the sale, lease, transfer or disposal of any asset; (ii) incurring, assuming, guaranteeing or permitting to exist any indebtedness secured by any of the properties of the Guarantor and its subsidiaries; or (iii) directly or indirectly disposing of 50% or more of the properties of LMIR Trust and/ or its subsidiaries, save for those arising from ordinary course of business. The Guarantor is also required to comply with the leverage limit as prescribed under the Property Funds Appendix.

Indebtedness with BNP Paribas, acting through its Singapore Branch On March 1, 2018, the Guarantor entered into a facility letter with BNP Paribas, acting through its Singapore Branch and obtained an uncommitted revolving credit facility. The facility letter was supplemented by a side letter dated June 12, 2020. This facility bears interest at SWAP rate plus a margin of 3.75% per annum. The facility limit for this facility is S$15.0 million. As of September 30, 2020, the outstanding amount under this facility was S$4.0 million, and it is due on February 22, 2021. LMIR Trust repaid S$2.0 million on January 21, 2021.

Pursuant to this facility, the Guarantor may not, subject to certain exceptions, without the prior written consent of BNP Paribas, acting through its Singapore Branch, undertake, among others, the following activities: (i) the sale, transfer, lease out, lending or otherwise disposal of the Guarantor’s assets, its interest in the properties of the Group nor any shares or interest in the property holding companies that would result in a material adverse effect; (ii) the undertaking or permitting of the arrangement or reconstruction of the Guarantor’s present constitution or its directorship or any other scheme or compromise of arrangement affecting it; or (iii) create or permit to subsist any security over any of its assets or any assets of the Group. The Guarantor is also required to ensure that the gearing ratio shall not exceed such maximum aggregate leverage limit as may be permitted from time to time under the Property Funds Appendix at any time.

148 Indebtedness with PT Mandiri Cipta Gemilang On December 21, 2020, Binjamall Holdings Pte. Ltd., a subsidiary of LMIR Trust, entered into a facility agreement with PT Mandiri Cipta Gemilang and obtained a term loan facility of S$40.0 million. The facility bears interest at 3.65% per annum and it matures on April 26, 2022, subject to the option for an extension to June 26, 2023.

149 REGULATION

The ownership, acquisition, development and use of land in Indonesia are subject to regulation by the Indonesian government and regional and local authorities.

LAND OWNERSHIP AND ACQUISITION REGULATION Land rights provisions in Indonesia are principally regulated under the Law No. 5 of 1960 (the “Basic Agrarian Law”). The Basic Agrarian Law and its implementing regulations, including: (i) Government Regulation No. 24 of 1997 (the “GR on Land Registration”); and (ii) Government Regulation No. 40 of 1996 on Right to Cultivate or “HGU”, Right to Build or “HGB”, Right to Use or “HP” which provide various forms of land title and a registration system to protect the legal ownership upon the land. While Indonesia does not recognize the concept of freehold title, the Ownership Right or “HM” provides the closest form of right to the freehold title. The HM title is only available to Indonesian individuals and certain legal entities referred to in Government Regulation No. 38 of 1963, such as state-owned banks and religious or social organizations, and is not available to companies, including foreign investment and local companies and foreign individuals.

HGB title is the highest title that can be obtained by a company incorporated or located in Indonesia. HGB titles can only be obtained by an Indonesian citizen, or by a legal entity that is incorporated under Indonesian law and domiciled in Indonesia including a foreign investment company. The holder of an HGB title has the right to use the land, to build, to own any buildings on the parcel of land and to transfer the HGB title on or encumber all or part of the land. HGB title is granted for a maximum initial term of 30 years. By application to the relevant local land office upon the expiration of this initial term, an HGB title may be extended for an additional term, not to exceed 20 years. The application for an extension must be made at the National Land Office no later than two years prior to the expiration of the initial term. Following the expiration of this additional term, an application for renewal may be made by the landowner and a new HGB title may be granted on the same land to the same owner following the satisfaction of certain requirements. The application for the new HGB title must be made no later than two years prior to the expiration of the additional term. Although the National Land Office has discretion in regard to granting the various extensions, the National Land Office tends to grant extensions and renewals of HGB titles when there has been no change in the zoning policies of the government, abandonment or destruction of land, egregious breaches by the owners of the land of conditions under the existing HGB title or revocation of the HGB title due to public interest considerations.

While both HM and HGB titles are not available for foreign individuals and foreign legal entities domiciled in Indonesia, the foreign individuals and foreign legal entities can apply for HP title which is available for foreign individuals and foreign legal entities. The HGU title would be more relevant for cultivation/plantation businesses since it is used to cultivate land directly controlled by the State for a specified period of time for the purpose of agriculture, fisheries or farming.

The Basic Agrarian Law also recognizes a form of title based in Indonesian traditional law (or also known as adat law) commonly referred to as the Hak Milik Adat or Hak Ulayat (may have another name depending on the region) or Communal Right to the extent that such Communal Right and the relevant adat law community (masyarakat hukum adat) still exist in reality. The determination of the existence of the adat law community and the registration of the Communal Right is are further regulated in Minister of Domestic Affairs Regulation No. 52 of 2014 and Minister of Agrarian Affairs and Spatial/Head of National Land Agency Regulation No. 18 of 2019.

Under the Minister of Agrarian Affairs and Spatial Planning/Head of National Land Agency Decree No. 17 of 2019 dated September 20, 2019 on a Location Permit as amended by the Minister of Agrarian Affairs and Spatial Planning/Head of National Land Agency Decree No. 13 of 2020 dated August 31, 2020, in order to acquire the land needed for a business activity, a company must obtain a location permit which grants the exclusive right to buy, clear and develop the particular parcel and also applies as a permit to transfer rights and to use the land for business purposes and/or activities (“Location Permit”). The procedures for obtaining a Location Permit are conducted through the Online Single Submission (“OSS”) Institution.

On January 14, 2012, the Indonesian government enacted Law No. 2 of 2012 on Land Procurement for Public Interest (“Land Procurement Law”) that introduces clear and expedited steps for the

150 procurement of land for the public interest, which was amended by the Job Creation Law. The Land Procurement Law is expected to provide a more effective legal basis for public interest land procurement. Under the Land Procurement Law, the term “public interest” is defined as the interest of the Indonesian people, nation and community as manifested through the Indonesian government and used optimally for the welfare of all the people of Indonesia. In order to implement the Land Procurement Law, Presidential Regulation No. 71 of 2012 on Implementation of Land Procurement for Public Interest was enacted and came into force on August 7, 2012 which most recently amended by Presidential Regulation No. 148 of 2015 (“Land Procurement Implementation Regulation”). The Land Procurement Implementation Regulation aims to ensure the smooth execution of development activities for public interest, for which the purpose is required, and is expected to provide more effective legal basis for public interest in land procurement.

Under the Land Procurement Law, the Indonesian government and/or the regional government are given the task of ensuring the availability of land required for the public interest. The Land Procurement Law also clearly stipulates that a party who owns or otherwise controls the land procurement objects (which are defined as land, space under and above the land, buildings, plants, any object related to the land or other object which could be appraised, “Land Procurement Objects”) (the “Entitled Party”) is obliged to release its rights upon such Land Procurement Object for the purpose of public interest land procurement, following the provision of fair and reasonable compensation or a legally binding court decision. After such land is released, it becomes the property of the Indonesian government, the regional government or a state-owned enterprise, as the case may be.

The Land Procurement Law specifically stipulates the development projects for public interest as follows:

(1) national defense and security;

(2) public roads, toll roads, tunnels, railways, train stations, and train operating facilities;

(3) water embankment, reservoirs, irrigation, drinking water channels, water disposal channels and sanitation and other water resource management construction;

(4) seaports, airports, and terminals;

(5) oil, gas, and geothermal infrastructure;

(6) power plants, power transmission, switch yards, power networks and distribution;

(7) government telecommunication and informatics networks;

(8) waste disposal and processing places;

(9) hospitals owned by the Central Government or Regional Government;

(10) public safety facilities;

(11) cemeteries owned by the Central Government or Regional Government;

(12) social facilities, public facilities and public open green space;

(13) wildlife and culture preservation areas;

(14) office areas for the Central Government, Regional Government or sub-districts/villages;

(15) structuring of urban slum areas and/or land consolidation, and rented residential for low-income communities;

(16) education facilities or schools under the Central Government or Regional Government;

(17) sports facilities owned by Central Government or Regional Government; and

151 (18) public markets and public car parks.

(19) upstream and downstream oil and gas industrial zone which is initiated and/or possessed by the Indonesian government, Regional Government, state-owned enterprise or region-owned enterprise;

(20) special economic zone which is initiated and/or possessed by the Indonesian government, Regional Government, state-owned enterprise and region-owned enterprise;

(21) industrial zone which is which is initiated and/or possessed by the Indonesian government, Regional Government, state-owned enterprise and region-owned enterprise;

(22) tourism zone which is which is initiated and/or possessed by the Indonesian government, Regional Government, state-owned enterprise and region-owned enterprise;

(23) food security zone which is initiated and/or possessed by the Indonesian government, Regional Government, state-owned enterprise and region-owned enterprise; and

(24) technology development zone which is initiated and/or possessed by the Indonesian government, Regional Government, state-owned enterprise and region-owned enterprise.

Initially, a government entity that plans to procure land for the public interest must have a public consultation with the parties related to the Land Procurement Objects, including any Entitled Party on the proposed development plan, until a consensus is reached. In the event that no consensus can be reached or there occurs any objection on the proposed development plan, the Governor will establish a team to examine the reasons for the objections. Based on this, the Governor will decide whether the objections are valid. To the extent that such objections are denied, the Entitled Party may file a legal claim to the State Administrative Court, whose decision can thereafter be subject to final appeal at the Supreme Court. If by virtue of a legally binding court decision, the land has been approved to be procured for the public interest, then the National Land Agency shall appoint an independent appraisal team to determine the compensation value to be paid to the Entitled Party. To challenge the compensation value, if required, the Entitled Party may file a legal claim to a District Court and if required, the decision of the District Court can be filed for final appeal at the Supreme Court.

Following the amendment of the Land Procurement Law by the Job Creation Law, the requirement for the development of public interest for the area that is less than 5 (five) hectares has been simplified under the Job Creation Law. Subject to the regional spatial plan (tata ruang wilayah), the procurement of land for public interest which covers an area of less than 5 (five) hectares can be carried out directly by the relevant government agencies that require such land to the party that owns or possesses the land. The relevant government agencies shall obtain location stipulation (penetapan lokasi) by the relevant Regent or Mayor. After the location stipulation has been obtained, the relevant government agencies shall not be required to fulfill the following requirements: (a) suitability of space utilization activities (i.e. previously, spatial planning permit); (b) technical considerations; (c) outside forest area and outside mining area; (d) outside peat area/coastal borders; and (e) environmental impact analysis (analisis mengendai dampak lingkungan).

STRATA TITLE REGULATIONS As a replacement of the previous Law No. 16 of 1985 on Strata Title Housing, on November 10, 2011, Law No. 20 of 2011 on Strata Title Housing (“Law No. 20/2011”) was enacted. Law No.20/2011 was further amended by the Job Creation Law.

Law No. 20/2011 classifies several types of Strata Title Housing, namely (i) common Strata Title Housing (rumah susun umum) provided for low income persons, (ii) special Strata Title Housing (rumah susun khusus) provided for special needs, (iii) state Strata Title Housing (rumah susun negara) which are owned and provided by the state for residential purposes for state officials, and (iv) commercial Strata Title Housing (rumah susun komersial) for commercial purposes. On October 30, 2013, the Minister of Public Housing issued Minister of Public Housing Regulation No. 7 of 2013 on the implementation of Housing and Settlement Areas with Balanced Housing (“Regulation No. 7 of 2013”) which amended the Minister of Public Housing Regulation No. 10 of 2012 as the implementing regulation of Law No. 20/2011.

152 The Indonesian government is responsible for the development of common Strata Title Housing, special Strata Title Housing and state Strata Title Housing. Any party developing common Strata Title Housing is entitled to receive aid from the Indonesian government. The development of common Strata Title Housing and special Strata Title Housing may be conducted by a non-profit institution or business entity, meanwhile the development of commercial Strata Title Housing may be conducted by any party. Under Law No. 20/2011, as implemented by Regulation No. 7 of 2013, the construction of balanced housing is implemented proportionally among luxury housing, medium housing, and decent housing. In terms of luxury housing construction, each developer is required to construct three times the number of medium and decent houses than the total number of luxury houses to be constructed. In terms of medium housing construction, each developer is required to construct one and a half times the number of decent houses than the total number of medium houses to be constructed. If the developer cannot construct decent housing under these terms, the developer may construct common Strata Title Housing in an amount equivalent to the obligated price of decent housing in the same area. A developer of commercial Strata Title Housing (“Common Strata Title Housing Requirement”) must provide common Strata Title Housing with a floor area of at least 20% of the total floor area of its commercial Strata Title Housing. Such common housing may be located outside the premises of the commercial Strata Title Housing, but within the same regency or city, except in the Jakarta area. Under Regulation No. 7 of 2013, such public Strata Title Housing may be located in a different city, provided it is still within the Jakarta (DKI) special province. Violation of this obligation makes the developer subject to imprisonment of up to two years or a fine of up to Rp20 billion. However, boost up the fulfillment of the Common Strata Title Housing Requirement, the Job Creation Law further provides that the obligation of the Common Strata Title Housing Requirement can be complied by paying certain funds to the housing acceleration agency (badan percepatan penyelenggaraan perumahan).

Strata Title Housing may only be constructed on a parcel of land where the developer (i) has Hak Milik title to the land, (ii) HGB title to the land or a right to use the land (Hak Pakai or “HP”) if such land is state-owned, or (iii) HGB title or HP over right to manage land (Hak Pakai diatas tanah Hak Pengelolaan or “HPL”). In addition, common Strata Title Housing and/or special Strata Title Housing can be constructed by utilizing the state or region-owned land (by way of lease or cooperation for the utilization) or utilization of wakaf lands (by way of lease or cooperation for the utilization pursuant to ikrar wakaf). However, the Job Creation Law regulates that the Strata Title Building may only be constructed on (i) HGB title or HP over state-owned land; or (ii) HGB or HP over HPL. Further, the HGB for a Strata Title Housing that has obtained a feasibility certificate (sertifikat laik fungsi) can be issued together with its extension period.

In 2016, the Agrarian Spatial Zoning Minister and Head of National Land Office Regulation No. 29 of 2016 (“Regulation No. 29/2016”) was issued, which introduced a strata title right to use (hak pakai atas satuan rumah susun or “HPSRS”), a designated strata title for foreign individual. The minimum price of such HPSRS that can be transferred to the foreign individual, for Jakarta province, is Rp3,000,000,000 (three billion Rupiah) per unit (the minimum value of each province is different). The Job Creation Law now allows: (i) foreign citizens with relevant permit, (ii) foreign legal entities with representative office in Indonesia, (iii) representatives of foreign countries and international institutions in Indonesia, to own strata title right of ownership (hak milik atas satuan rumah susun or “HMSRS”) of apartment unit, where previously, foreigners (with stay permits) were only able to own HPSRS of apartment unit (i.e. strata title on top of a HP (Hak Pakai) of the land where the apartments are constructed), provided that, the HMSRS for foreign citizens and foreign legal entities will only be granted in special economic zone, free trade zone, industrial zone and other economic zone.

The developer of Strata Title Housing is required to divide the building into private property, common area, common property and common land. Such division is required to be elaborated in a clear picture design and description. In order to preserve the common interest among the owners and/or residents regarding the use of common areas, land and property, the owners or residents must establish an Owners and Residents Association (Perhimpunan Pemilik dan Penghuni). Each of the owners of strata lots in a Strata Title Building has a proprietary interest, collectively, in accordance with its undivided proportionate interest, in the common area, common land and common property of the relevant Strata Title Building. However subject to the articles of association of the Owners and Residents Association, certain matters may require prior consent of the Owners and Residents Association. Further, certain matters such as the (i) formation of organizational structure, (ii) preparation of the articles of association and bylaws and (iii) work program of the management of the Owners and Residents Associations is made based on the deliberation of the strata lots owners and if such deliberation does

153 not reach a consensus, voting has to take place. Nomination of the Owners and Residents Association’s management and supervisor is also based on the majority votes of the strata lots owners, whereas pursuant to the Regulation of the Minister of Public Work and Housing No.23/PRT/M/2018 concerning Owners and Residents Association, one owner is eligible for one vote, despite having ownership of several strata lots.

The requirements to develop Strata Title Housing include administrative, technical and ecological requirements. The administrative requirements include (i) the status of the relevant land and (ii) building construction permit (Izin Mendirikan Bagunan or “IMB”). Technical requirements include (i) the building landscape (location requirement, intensity and building architecture) and (ii) the building’s endurance (including safety, health, comfort and efficiency requirements). Ecological requirements include the balance and suitability of the environment. Further, the developer is required to submit the application to obtain a Certificate of Worthy-Function (Sertifikat Laik Fungsi or “SLF”) to the relevant regent/major after the completion of the entire or part of the Strata Title Housing, save for Jakarta, where the application to obtain SLF is required to be submitted to the Governor.

Foreign investment for the construction of Strata Title Housing is permitted under Law No. 20/2011 provided that prevailing regulations in the foreign investment sector are complied with.

Pursuant to this law, the developer may market the Strata Title Housing before the commencement of construction. However, prior to marketing the property, the developer is required to satisfy the following criteria: (i) the certainty of the space allotment; (ii) the certainty of the right over the land; (iii) the certainty of the status of the possession over the Strata Title Housing; (iv) holding a construction license; and (v) guarantee over the construction from the relevant surety institution. The developer may enter into a preliminary sale and purchase agreement with purchasers before a notary prior to completion of the Strata Title Housing. The preliminary sale and purchase agreement can only be entered into if the ownership of the land is clear, the building construction permit has been obtained, and in the event when the infrastructure, facilities and public utilities are available, the construction progress of the respective Strata Title Housing have reached at least 20% of the total construction and the object of the agreement is clear. In the event the Strata Building is built over HGB title, HP title over HPL, the developer shall settle the ownership title of such land prior to the sale and purchase of the Strata Building units.

Previously, an IMB is required for the housing construction and as also serves as a condition for the signing of conditional sale and purchase agreement for the houses. However, the Job Creation Law replaced such requirement with a Building Approval (Persetujuan Bangunan Gedung or “PBG”), which will be issued through the OSS System.

Law No.20/2011 provides that the common Strata Title Housing may be owned or leased, the special Strata Title Housing may only be possessed by borrow-use or lease, state Strata Title Housing may only be possessed by borrow-use, lease or leasing, while commercial Strata Title Housing can be owned or leased. The title of ownership of a unit in Strata Title Housing constructed over the land with ownership right, right to build or right to use over state land, right to build or right to use over right to manage land is the Ownership Certificate for a Unit in Strata Title Housing (“SHM Sarusun”). The SHM Sarusun can be encumbered to secure loan repayments. The title of ownership for a unit in Strata Title Housing constructed over state/regional owned lands or a wakaf land is a Building Ownership Certificate for a Unit in Strata Title Housing (“SKBG Sarusun”). The SKBG Sarusun can be encumbered by fiduciary security to secure loan repayments.

Furthermore, based on Minister of Public Works and Public Housing Regulation No. 20/PRT/M/2019 on the Convenience and Support of Housing Procurement for Low Income People, people with low income are provided with the credit facility to procure houses, one of which is the strata title house.

BUILD OPERATE TRANSFER REGULATIONS A BOT Scheme is a model cooperation agreement between the landowner (“BOT Grantor”) and the capital owner or investor (“BOT Grantee”) for the financing of a development project, whereby the BOT Grantor surrenders physical control of the land, including the right to build or manage such land, to the BOT Grantee. The BOT Grantee will then have to utilize and manage the buildings, along with its facilities, on such land and will receive the benefit, or economical advantage, as a form of investment

154 return for a certain period of time. The BOT Grantee shall return the land and building, including its facilities, to the landowner at the end of the agreed upon period. The period of a BOT agreement under the relevant regulations shall be a maximum of 30 years from the date of the BOT Agreement without extension.

An agreement using the BOT form is usually initiated when there is an insufficiency or unavailability of funds or financing to build facilities or infrastructures. The terms and conditions of a BOT agreement fall under Government Regulation No. 27 of 2014 regarding Utilization of State or Regional Owned Assets, as amended by Government Regulation No. 28 of 2020 (“Government Regulation 27/2014”), and Articles 1338 and 1320 of the Indonesian Civil Code, which provide that all forms of BOT agreements, if the parties so choose, shall be applicable as a law to the extent the agreement is lawful.

BOT schemes in Indonesia are regulated under the Government Regulation 27/2014, as further implemented by Minister of Finance Regulation No. 115/PMK.06/2020 Year 2020 regarding the Procedures of Utilization of State Owned Asset (“MOF Regulation 115/2020”) for state-owned assets, and Minister of Home Affair Regulation No. 19 of 2016, dated April 6, 2016, on Guidance of Utilization of Regional Owned Assets (“MOH Regulation 19/2016”) for regional-owned asset. Under the above- mentioned regulations, a BOT is defined as the utilization of state or regional land assets by another party, whereby the other party constructs a building and/or infrastructure, including facilities, to be utilized for a certain agreed upon period of time. Further, the building and/or infrastructure, together with its facilities, will be returned upon the expiry of the agreed upon period.

The definition of BOT provides that a cooperation agreement which utilizes the BOT model is carried out with respect to property, particularly property in the form of land owned by central or regional governments. As such, land falls under the classification of state or regional-owned property, hence the mechanism for the implementation of such BOT cooperation shall be subject to the applicable government regulations or policies related to the utilization of state or regional-owned property. A state or regional-owned asset is defined as: (i) property purchased and/or obtained at the expense of the State or Regional Revenues and Expenditures Budget (Anggaran Pendapatan dan Belanja Negara or Anggaran Pendapatan dan Belanja Daerah) or (ii) property derived from other legal acquisition, such as property obtained from the grant and/or donation, obtained from the execution of agreement/ contract, obtained in accordance with the law, obtained based on a court decision with binding legal force or asset recovery as a result of a divestment of capital participation by the government. The construction building permit in relation to the model BOT cooperation agreement shall be in the name of the government of the Republic of Indonesia for state-owned assets or Regional Government for regional-owned assets.

With respect to the building and operation of an object under a model BOT cooperation agreement, the BOT Grantor may appoint a partner as an investor (“BOT Partner Investor”) of the project through a tender process. The BOT Partner Investor’s responsibilities include the following:

(a) pay the contribution to state or regional general cash (kas umum) annually, in which the nominal amount is determined based on the calculations of a team formed by authorized officials;

(b) maintain the BOT object; and

(c) comply with the prohibitions from guaranteeing, pledging or transferring the land of the BOT object and ensure that the BOT object is being utilized directly for the duties and functions of the central or regional government, and/or the building including the facilities built through the BOT.

Further, pursuant to MOF Regulation 115/2020 and MOH Regulation 19/2016, the BOT Partner Investor shall be in the form of a: (i) state-owned business enterprise; (ii) regional-owned business enterprise; (iii) private (except individual); and/or (iv) other legal entities. In the event the BOT will be operated in the form of a consortium, the BOT Partner Investor shall establish an Indonesian legal entity as the party who acts for and on behalf of the BOT Partner Investor in the BOT agreement.

During the BOT operational term, a BOT Partner Investor may make changes and/or additions to the BOT object, including its facilities, as implemented through an amendment of the BOT agreement, as long as such change and/or addition is in accordance with the duties and functions of the applicable regional government and/or for national programs in accordance with the provisions of the applicable

155 laws and regulations. In addition, a minimum of 10% of the BOT object, including its facilities, shall be used directly by an authorized official for the implementation of duties and functions of the central or regional government.

Each of the BOT Partner Investor or the BOT Grantor who breach the provisions as set out in the model BOT cooperation agreement are subject to sanctions as set out in such agreement.

REGULATIONS ON THE DEVELOPMENT AND USE OF LAND Following the acquisition of land and prior to construction, a developer must obtain an environmental impact analysis for the proposed project. Based on the Ministry of Environment and Forestry Regulation No. P.38/MENLHK/SETJEN/KUM.1/7/2019 on Type of Business Plan and/or Activity which requires an Environmental Impact Assessment (Analisis Mengenai Dampak Lingkungan or “AMDAL”), any business and/or activity that may cause significant environmental impact must obtain an AMDAL, including, among others a) land reclamation of coastal areas and small islands with an area of more than 25 hectares, or landfill volume of more than 500,000 m3, or a reclamation length of more than 50 meters; (b) hill cutting and landfill with a volume of more than 500,000 m3; (c) any business activity that takes clean water from lake, river, water spring, or other surface water source with 250 liter/second water discharge equivalent to the water needs of 250,000 houses; (d) extraction of underground water (ground wells shallow, deep ground wells); (e) the construction of a building for multisectoral purposes which occupies 5 hectares or more of land or has a building area of 10,000 square meters or more; (f) housing development and residential areas with certain development; (g) expansion of housing and residential areas; and (h) rejuvenation of residential areas in urban areas with an area more than 5 hectares.

The developer will typically apply for a Land Use Allocation Permit (Izin Peruntukan Penggunaan Tanah or “IPPT”). The thresholds and the requirements related to the IPPT are varied depending on the regional regulations where the land plots are located. If the Issuer wishes to construct a building upon the land, the Issuer (or contractor responsible for the construction) must obtain a PBG from the regional government. After the PBG is received, development and construction may commence, including clearing and preparing a land, and constructing infrastructures such as drainage systems, roads, landscaping, street lighting, electricity and telephone cables. If construction is conducted in various phases, a PBG must be obtained for each phase of construction. Once the building has been constructed, the Issuer shall then apply for a building worthiness certificate (Sertifikat Laik Fungsi)to the local government.

The development of residential properties must also comply with regulatory requirements relating to the provision of social facilities benefiting the community, including schools, sports facilities, places of worship, markets, parks and playgrounds.

On January 22, 2010, the Indonesian government issued Government Regulation No. 11 of 2010 (“GR 11/2010”) on the Administration and Utilization of Idle Land (Penertiban dan Pendayagunaan Tanah Terlantar), as implemented by Land Office Regulation No. 4 of 2010 dated February 1, 2010 as amended by Land Office Regulation No. 9 of 2011, dated November 15, 2011. Under GR 11/2010, the Indonesian government may revoke HM, HGU, HGB, HP or HPL title and reclaim land without compensation if the land has not been used for a period of three years from the issuance of the relevant title. However, unintentionally idle land owned by an individual and registered as HM or HGB is exempted from GR No. 11/2010. Before any land is declared idle, the Head of Regional Land Office will prepare an indicative list of idle land, which will be examined by a committee which is set up by the Head of Regional Land Office. Such investigation will commence (i) three years after the issuance of the respective land certificates; or (ii) on the expiry date of the document of the basis of repossession over the land. In the event that such examination results in a conclusion that the land is unused, the land office will issue three warning letters, each having a one-month period in between, and the owner of the land will be given a certain period of time to rectify the situation. Failure to rectify will lead to the Head of Regional Land Office declaring the land as unused land, terminating the land rights and the legal relations of the owner or controller with such land, and declaring that such area of land is under the direct control of the Indonesian government. As GR 11/2010 does not provide for any period of time to which it applies, GR 11/2010 is applicable to land acquired prior to its enactment.

156 REGULATIONS OF LAND AS SECURITY FOR FINANCING Article 1131 of the Indonesian Civil Code provides that all assets of a debtor, both immovable and movable and including land, which are already, or will be, in existence, shall become general security for the repayment of obligations of the debtor. Article 1133 states that preferential rights are given to (i) the holder of a hypothec and (ii) the holder of a pledge. The holder of a hypothec and/or a pledge take priority subject to legal costs incurred in the enforcement of the creditor’s rights.

Law No. 4 of 1996 on Security Right on Land and Land Related Objects provides that a company may encumber its HGB title to land to secure obligations to creditors. A security right (Hak Tanggungan) may be granted over “immovable” property, including land, buildings erected therein and fixtures, which provides preferential rights over the land and property to the relevant creditor and is similar to a common law mortgage. Under Indonesian law, a mortgage (i) gives a preferential right to its holder; (ii) attaches to the secured object, regardless of the identity of the possessor of the object; and (iii) fulfils the principles of specialty and publicity in order to bind third parties and provides legal enforceability to the holder of the mortgage. The procedure for creation of a security right (Hak Tanggungan) over land requires firstly, the execution of an authenticated Deed of Grant of Security Right (Akta Pemberian Hak Tanggungan) (made in the Indonesian language) before a Land Deed Official (Pejabat Pembuat Akta Tanah or “PPAT”) and secondly, registration of the Deed of Grant of Security Right at the District Land Registration Office (“Land Office”) where the land is located. The security right (Hak Tanggungan) will only be effective upon the registration of the security rights in the land book by the Land Office. A Certificate of Security Rights (Sertipikat Hak Tanggungan) will be issued by the Land Office reflecting the lender as the secured party over the land. Security rights can be granted in ranks, where the first rank holder is the highest security rights holder.

SHOPPING CENTER REGULATIONS On December 27, 2007, the President of the Republic of Indonesia enacted the Presidential Regulation No. 112 of 2007 on the Organization and Development of Traditional Market, Shopping Center and Modern Store (“PR 112/2007”) that regulates among others, the shopping center industry in Indonesia. A shopping center is defined as a particular area comprising one or more buildings constructed vertically or horizontally, to be sold or leased to business actor(s) or managed independently for trading of goods. To engage in the business, the owner of the shopping center must acquire the Shopping Center Business License (Izin Usaha Pusat Perbelanjaan or “IUPP”) that will be issued by the mayor or regent where the building is located, or by the Governor of Jakarta if the building is located in Jakarta area as further regulated under Governor of Jakarta Regulation No. 2 of 2018 on Markets.

PR 112/2007 requires (i) the shopping center’s location to be in line with the city’s spatial plan; (ii) an analysis and study of the community’s social and economy conditions and the distance between the existing hypermarket and traditional market, before deciding the shopping center’s location; (iii) availability of one four-wheeled vehicle parking space for every 100 square meters area in the shopping center; (iv) availability of facilities that promote a clean, healthy, and safe shopping center and convenient public area; and (v) availability of space for small businesses at affordable fees, or which can be used by small businesses through a partnership scheme with the owner of the shopping center.

On December 12, 2013, the Minister of Trade of Republic of Indonesia issued the implementing regulations of PR112/2007 — the Minister of Trade Regulation No.70/M-DAG/PER/12/2013 on the Guidelines of Organization and Development of Traditional Market, Shopping Center and Modern Store, as amended by Minister of Trade Regulation No. 56/M-DAG/PER/9/2014 (“MoT Decree No. 70”) which revokes and replaces the Minister of Trade Regulation No. 53/M-DAG/PER/12/2008 on the Guidelines of Organization and Development of Traditional Market, Shopping Center and Modern Store. The MOT Decree No. 70 requires the holder of the IUPP to submit a report to the Trade Service Office (Kantor Dinas Perdagangan) every semester describing (i) the total outlets, (ii) the total revenue of all outlets, (iii) the total number of micro, small and medium enterprises partners along with the partnership scheme, and (iv) the total number of employees hired.

Pursuant to Minister of Trade Regulation No. 8 of 2020 regarding Integrated Trade Sector Electronic Licensing Service as amended by Minister of Trade Regulation No. 64 of 2020 (“MoT Decree No. 8”), the requirement to obtain IUPP for shopping centre business activities which covered under Self- Owned or Rented Real Estate (Real Estat Yang Dimiliki Sendiri Atau Disewa) – KBLI 68110 has been

157 replaced with the requirement to obtain Trade Business License (Surat Izin Usaha Perdagangan) issued by the OSS Institution.

However, based on several regional regulation concerning business licensing, the regional government still requires the company which conducted shopping centre business activities to obtain IUPP issued by the investment and integrated license services agency of the relevant region.

Failure to comply with the requirements under PR 112/2007 and MOT Decree No. 70 could result in administrative sanctions in the form of a warning letter, business license suspension, business license revocation and the closing down of business locations. These sanctions will be imposed in stages by the relevant authorities. Further, Law No. 7 of 2014 on Trade, as amended by the Job Creation Law, stipulates that failure to obtain business license to conduct trade business activities required by the relevant authority, in this case are SIUP and IUPP, could result in criminal sanction in the form of imprisonment for the maximum of four years or fines for the maximum of Rp10,000,000,000.00 (ten billion Rupiah).

BUILDING WORTHINESS REGULATIONS Pursuant to the Law No. 28 of 2002 on Buildings and Government Regulation No. 36 of 2005 on Buildings and its respective amendments set out under the Job Creation Law (“Building Construction Law”), the developer (or contractor responsible for construction) must obtain Construction Approval (Persetujuan Bangunan Gedung or “PBG”) to commence the construction activity, which would be issued through the electronic business licensing system (OSS). As a pre-requisite of the PBG, the developer should obtain the statement of fulfillment of the building technical standards issued by the central or regional government (in accordance with their respective authorities). PBG may only be granted if the purpose of the development is in line with the zoning classification, as contemplated in the respective regional spatial planning. After obtaining the PBG, the development and construction of the building may be conducted, including clearing and preparing land, and constructing infrastructure such as drainage systems, roads, landscaping, street lighting, electricity and telephone cables. If construction is conducted in various phases, the PBG must be obtained for each phase of the construction. Further, in order to utilize the building, it should also have a certificate of worthiness (Sertifikat Laik Fungsi) issued by the central or regional government (in accordance with their respective authorities). The development of residential properties should also comply with regulatory requirements relating to the provision of social facilities benefitting the community, including schools, sports facilities, houses of worship, markets, parks and playgrounds.

Pursuant to Job Creation Law, the utilization of a building by its owner may only be conducted after such building has been granted with a Building Worthiness Certificate (“SLF”). SLF issued by Central Government or Regional Government in accordance with their respective authorities based on the statement letter of worthiness which submitted by Construction Supervision or Management Services Providers to the Central Government or Regional Governments in accordance with their respective authorities through an electronic system operated by the Central Government, based on the norms, standards, procedures and criteria set out by the Central Government. The issuance of SLF is conducted simultaneously with the issuance of a building ownership certificate.

Building Worthiness Certificates are issued for duration of twenty years for houses and five years for other buildings by the relevant regional government; provided, that such houses or other buildings have been completed and comply with building worthiness requirements according to building worthiness assessment. Such certificates are issued based on the owner’s application for all or part of the building in accordance with the building worthiness assessment. A building may commence operations following the grant of a Building Worthiness Certificate. In order to be granted a Building Worthiness Certificate, a building must pass an assessment on the function of the building, building layout requirements and safety, health, comfort and convenience requirements. Failure to comply with the requirements under Building Construction Law could result in administrative sanctions in the form of warning letters, suspension and revocation of the PBG and/or Building Worthiness Certificate.

ENVIRONMENTAL REGULATIONS Environmental protection in Indonesia is governed by various laws, regulations, and decrees, including Law No. 32 of 2009 on Environmental Protection and Management (“Law No. 32/2009”) and Government Regulation No. 27 of 2012 on Environmental Licenses and its respective amendments set

158 out under the Job Creation Law (“Environmental Law”). Environmental Law stipulates that all business sectors which have a significant impact on the environment are required to obtain Environmental Feasibility Decree issued by the central of regional Government based on the AMDAL. Meanwhile, for the businesses with not significant effect to the environment, they should provide a Capability Statement regarding their commitments to conduct environmental management and compliance with the standards of the Environment Management Effort and Environment Monitoring Effort (Upaya Pengelolaan Lingkungan Hidup dan Upaya Pemantauan Lingkungan Hidup or “UKL & UPL”).

Environmental Feasibility Decree and Capability Statement is a pre-requisite for the issuance of business license (perizinan berusaha) or the central or regional government’s approval. The business license may be annulled in case of these following conditions: (i) the requirements filed in the business licensing application contain legal flaws, errors, misuse as well as untruth and/or falsification of document, data and/or information; (ii) the issuance of the license doesn’t comply with the requirements set out under the Environmental Feasibility Decree or Capability Statement; or (iii) the obligations set out under are AMDAL or UKL-UPL are not complied with by the relevant parties.

Environmental Law further stipulates that within two years after its enactment date, all businesses that have obtained business licenses but do not yet have an AMDAL document or UKL/UPL, are obligated to either complete an environmental audit, if they require an AMDAL, or to have an environment management document, if they require a UKL and UPL. Furthermore, Environmental Law requires businesses to integrate their current environmental permits (AMDAL or UKL/UPL documents) issued by the minister, governor or major, into an Environmental License by the first anniversary of the enactment date of Law No. 32/2009 on October 3, 2009.

Environmental Law also requires licensing of all waste disposals, storage and handling activities. Waste disposal may only be conducted in specified locations determined by the State Minister of Environment. Wastewater disposal is further regulated by Government Regulation No. 82 of 2001 on Water Quality Management and Water Pollution Control. This regulation requires responsible parties to submit reports regarding their disposal of wastewater detailing their compliance with the relevant regulations. Such reports are to be submitted to the relevant mayor or regent, with a copy provided to the State Minister of Environment, on a quarterly basis.

On October 17, 2014, the Indonesian government issued Government Regulation No.101 of 2014 on Management of Toxic and Hazardous Waste Substances (“GR 101/2014”). In general, GR 101/2014 regulates the management and disposal procedures for toxic and hazardous waste substances (“hazardous waste”), covering:

(a) the method of identifying, reducing, storing, collecting, transporting, utilizing, processing, and hoarding hazardous wastes;

(b) the procedures for dumping hazardous wastes into the open sea or land;

(d) sanctions for non-compliance.

To store hazardous waste, businesses must hold an Environmental License and secure a permit from the regent/mayor where the storage facility is located. A permit to store hazardous waste may be canceled for any of the following reasons:

(a) permit expiry;

(b) revocation by issuer (regent/mayor);

(d) the Environment License of the permit holder is revoked.

159 Every business that produces hazardous waste must process their waste either by themselves or assign a third party to do so. Three types of processing methods are provided for under GR 101/2014, namely: 1) thermal; 2) stabilization and solidification; and/or 3) other methods in accordance with technological developments. Businesses or appointed third parties must secure a waste processing license from the Minister of Environmental Affairs. Applications for this license may only be submitted if the business or appointed third party has obtained the following documents:

(a) Environmental license; and

(b) Approval to perform hazardous waste processing test (for thermal processing or other methods).

Government Regulation No. 18 of 1999, as amended by Government Regulation No. 85 of 1999 which was revoked by GR 101/2014, on the Management of Hazardous and Toxic Waste Materials and Government Regulation No. 74 of 2001 on the Management of Hazardous or Toxic Materials relating to the management of certain materials and waste must also be observed.

Flammable, poisonous or infectious waste is subject to these regulations unless the company can scientifically prove that it falls outside the categories set forth in such regulation. These regulations require a company that uses such materials or produces waste to obtain a license from the State Minister of Environment or other environmental governmental institutions in order to store, collect, utilize process and/or stockpile such waste. If a company violates the regulations relating to such waste, this license may be revoked and the company may be required to cease operations.

MONEY LAUNDERING REGULATIONS On October 22, 2010, the Indonesian government enacted Law No. 8 of 2010 on the Prevention and Eradication of Money Laundering Criminal Crime (“Law No. 8/2010”). This law regulates among others, the types of transactions which are required to be reported to the Indonesian Financial Transaction Reports and Analysis Centre (Pusat Pelaporan dan Analisa Transaksi Keuangan or “PPATK”) and the entities responsible to report such transactions. Under this law, a property developer (the “Reporting Party”) is also one of the entities that are responsible to submit such report. Under Law No. 8/2010, the Reporting Party is required to report to PPATK on any suspicious financial transaction, and any transaction entered into with its customers having a minimum amount of Rp500 million, or an equivalent value in other currencies, and/or any financial transaction involving the transfer of funds from and to other countries, no later than 14 business days after the transaction is conducted (the “Reporting Obligation”). Failure to submit the report may subject the Reporting Party to administrative sanction(s) which will be imposed by the Supervisory and Regulatory Body (Lembaga Pengawas dan Pengatur) in the form of a warning letter, a public announcement on the action or sanction and/or an administrative penalty. Law No. 8/2010 also provides protection to the Reporting Party and/or the witness with regard to its report and/or testimony such that the Reporting Party and/or the witness shall be free from any civil or criminal claim, unless the Reporting Party provides a false testimony while under oath. Further, Law No. 8/2010 stipulates that as long as the Supervisory and Regulatory Body has not been established, the PPATK is authorized to give the administrative sanctions.

The Reporting Obligation shall take effect two years after Law No. 8/2010 is enacted, which will be on October 22, 2012. To implement the Reporting Obligation, PPATK has issued Regulation of PPATK Head No. PER-12/1.02/PPATK/09/11 dated September 19, 2011 regarding Transaction Reporting Procedures for Providers of Goods and/or Other Services (“PPATK Regulation 12/2011”) and Regulation of PPATK No.7 of 2017, dated September 19, 2011 on the implementation of Know Your Service Consumers Principles for Providers of Goods and/or Other Services (“PPATK Regulation 7/2017”) which particularly apply to providers of goods and/or services, among others, including developer companies. Under PPATK Regulation 7/2017, developer companies that carry out transactions with a minimum value of Rp100 million shall implement the Know Your Service Consumers principles in its business activities. Furthermore, pursuant to PPATK Regulation 12/2011, transactions with a minimum value of Rp500 million or equivalent in foreign currency shall be reported to PPATK and failure to so report shall be penalized with administrative sanction, which may be in the form of a (i) warning, (ii) written notice, (iii) public announcement of the action and/or the sanction, and/ or (iv) fine.

On June 23, 2015, the Indonesian government issued Government Regulation No. 43 of 2015 on Reporting Parties in Preventing and Eradicating Criminal Act of Money Laundering (“GR 43/2015”). GR

160 43/2015 was issued as the implementing regulation of Law 8/2010, which added four categories of financial services providers that constitute “reporting parties”: (i) venture capital companies, (ii) infrastructure financing companies, (iii) micro financing companies, and (iv) export financing companies.

161 DESCRIPTION OF THE NOTES

For purposes of this “Description of the Notes,” the term “Issuer” refers only to LMIRT Capital Pte. Ltd., a private company incorporated with limited liability under the laws of Singapore, and any successor obligor of the Notes, and the term “Guarantor” refers only to Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust or any successor thereto as appointed pursuant to the terms of the LMIRT Trust Deed (as defined herein)), and any other successor obligor of the Guarantee. The Guarantor’s guarantee of the Notes is referred to as the “Guarantee.”

The Notes are to be issued under an indenture (the “Indenture”), to be dated as of the Original Issue Date, among the Issuer, the Guarantor and Citicorp International Limited as trustee (the “Trustee”). The registered Holder will be treated as the owner of the Notes for all purposes. Only registered Holders will have rights under the Indenture.

The following is a summary of certain provisions of the Indenture, the Notes and the Guarantee. This summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Indenture, the Notes and the Guarantee. It does not restate those agreements in their entirety. Whenever particular sections or defined terms of the Indenture not otherwise defined herein are referred to, such sections or defined terms are incorporated herein by reference. Copies of the Indenture, upon written request and on proof of Holders ownership, will be available on or after the Original Issue Date during normal office hours (i) at the corporate trust office of the Trustee at Citicorp International Limited, 20/F, Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Hong Kong or (ii) through electronic mail.

The Notes are being sold outside the United States in accordance with Regulation S under the Securities Act. See “Transfer Restrictions.”

Brief Description of the Notes The Notes will:

Š be general obligations of the Issuer;

Š be senior in right of payment to any existing and future obligations of the Issuer expressly subordinated in right of payment to the Notes;

Š rank at least pari passu in right of payment with all unsecured, unsubordinated Indebtedness of the Issuer (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law);

Š be guaranteed by the Guarantor on an unsubordinated basis, subject to the limitations described below under the caption “— The Guarantee” and in “Risk Factors — Risks Relating to the Notes and the Guarantee”; and

Š be effectively subordinated to the secured obligations of the Issuer and the Guarantor, to the extent of the value of the assets serving as security therefor.

The Issuer will initially issue US$ in aggregate principal amount of the Notes, which will mature on , unless earlier redeemed pursuant to the terms thereof and the Indenture. Subject to the covenants described below under “— Certain Covenants” and applicable law, the Issuer may issue additional Notes (“Additional Notes”) under the Indenture. The Notes offered hereby and any Additional Notes would be treated as a single class for all purposes under the Indenture.

Interest The Notes will bear interest at % per annum from the Original Issue Date or, if interest has already been paid, from the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on and of each year (each a “Notes Interest Payment Date”) commencing on , . Interest on the Notes will be paid to Holders of record at the close of business on the or immediately preceding each Notes Interest

162 Payment Date (each a “Notes Record Date”), notwithstanding any transfer, exchange or cancellation thereof after a Notes Record Date and prior to the immediately following Notes Interest Payment Date. Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months.

Notwithstanding the foregoing, so long as the Global Note is held on behalf of Euroclear, Clearstream or any other clearing system, each payment in respect of the Global Note will be made to the person shown as the Holder in the Register (as defined herein) at the close of business of the relevant clearing system on the Clearing System Business Day before the due date for such payments, where “Clearing System Business Day” means a weekday (Monday to Friday, inclusive) except December 25 and January 1.

Payment of Notes Except as described under “— Optional Redemption” and “— Redemption for Taxation Reasons” and as otherwise provided in the Indenture, the Notes may not be redeemed prior to maturity.

In any case in which the date of the payment of principal of, premium, if any, or interest on the Notes (including any payment to be made on any date fixed for redemption or purchase of any Note) is not a Business Day in the relevant place of payment, then payment of principal, premium, if any, or interest need not be made in such place on such date but may be made on the next succeeding Business Day in such place. Any payment made on such Business Day will have the same force and effect as if made on the date on which such payment is due, and no interest on the Notes will accrue for the period after such date.

The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof. See “— Book- Entry; Delivery and Form.” No service charge will be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

All payments on the Notes will be made in U.S. dollars in immediately available funds by the Issuer at the office or agency of the Issuer maintained for that purpose in London (which initially will be the specified principal office of Citibank, N.A., London Branch (the “Principal Paying Agent”), currently located at c/o Citibank, N.A., Dublin Branch, 1 North Wall Quay, Dublin, Ireland, and the Notes may be presented for registration of transfer or exchange at such office or agency; provided that, at the option of the Issuer, payment of interest may be made by wire transfer.

Interest payable on the Notes held through Euroclear or Clearstream will be available to Euroclear or Clearstream participants on the Business Day following payment thereof.

Restricted Subsidiaries As of the Original Issue Date, each Subsidiary and Joint Operation of the Guarantor will be a Restricted Subsidiary. Unless otherwise designated as Unrestricted Subsidiaries in accordance with the Indenture, all of the Subsidiaries and Joint Operations of the Guarantor will be Restricted Subsidiaries under the Indenture. After the Original Issue Date, the Guarantor may designate certain Restricted Subsidiaries (other than the Issuer) as Unrestricted Subsidiaries and may designate Unrestricted Subsidiaries as Restricted Subsidiaries, as provided under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture.

The Guarantee The Guarantee of the Guarantor will:

Š be a general obligation of the Guarantor;

Š be senior in right of payment to all future obligations of the Guarantor expressly subordinated in right of payment to the Guarantee;

Š rank at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness of the Guarantor (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law);

163 Š be effectively subordinated to secured obligations of the Guarantor, to the extent of the value of the assets serving as security therefor; and

Š be effectively subordinated to all future obligations of any Subsidiary of the Guarantor.

Under the Indenture, the Guarantor will guarantee the due and punctual payment of the principal of, premium (if any) and interest on, and all other amounts payable under, the Notes and the Indenture. The Guarantor will (1) agree that its obligations under the Guarantee will be enforceable irrespective of any invalidity, irregularity or unenforceability of the Notes or the Indenture and (2) waive its right to require the Trustee to pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Guarantee.

Moreover, if at any time any amount paid under a Note or the Indenture is rescinded or must otherwise be repaid, the rights of the Holders under the Guarantee will be reinstated with respect to such payments as though such payment had not been made. All payments under the Guarantee are required to be made in U.S. dollars.

As of September 30, 2020, LMIRT on a consolidated basis, had S$696.2 million (approximately US$508.5 million) of total current and non-current debt outstanding, none of which was secured by its properties. After giving pro forma effect to the incurrence of the acquisition financing, the issuance of the Notes and the application of proceeds therefrom as described under “Use of Proceeds,” LMIRT would have S$ million of consolidated indebtedness outstanding, none of which would be secured by its properties.

Release of the Guarantee The Guarantee may be released in certain circumstances, including:

Š upon repayment in full of the Notes; or

Š upon a defeasance or satisfaction and discharge as described under “— Defeasance — Defeasance and Discharge” or “— Satisfaction and Discharge.”

Further Issues Subject to the covenants described below and in accordance with the terms of the Indenture, the Issuer may, from time to time, without notice to or the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the Notes (including the benefit of the Guarantee) in all respects (or in all respects except for the issue date, issue price and the date and/or amount of the first payment of interest on them and, to the extent necessary, certain temporary securities law transfer restrictions) (a “Further Issue”) so that such Additional Notes may be consolidated and form a single class with the previously outstanding Notes and vote together as one class on all matters with respect to the Notes.

In addition, the issuance of any Additional Notes by the Issuer will be subject to the following conditions:

(1) all obligations with respect to the Additional Notes shall be guaranteed under the Indenture and the Guarantee to the same extent and on the same basis as the Notes outstanding on the date the Additional Notes are issued;

(2) the issuance of any such Additional Notes is then permitted under the “— Certain Covenants — Limitation on Indebtedness and Preferred Stock” covenant; and

(3) the Guarantor has delivered to the Trustee an Officers’ Certificate, in form and substance satisfactory to the Trustee, confirming that the issuance of the Additional Notes complies with the Indenture.

Optional Redemption At any time and from time to time on or after , , the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below, plus

164 accrued and unpaid interest, if any, to (but not including) the redemption date and Additional Amounts, if any, if redeemed during the 12-month period commencing on of the years indicated below:

Period Redemption Price

...... % and thereafter ...... %

At any time and from time to time prior to , , the Issuer may at its option redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including), the redemption date. Neither the Trustee nor any of the Agents will be responsible for calculating or verifying the Applicable Premium.

At any time and from time to time prior to , , the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of Common Stock of LMIRT in Equity Offerings at a redemption price of % of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, and Additional Amounts thereon, if any, to (but not including) the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the Original Issue Date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion of such Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be conditioned on the completion of the related Equity Offering.

In connection with any redemption of Notes referred to in the preceding paragraphs, any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Issuer’s discretion, the redemption date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

Selection and Notice The Issuer will give not less than 30 days’ nor more than 60 days’ notice of any redemption.

If less than all of the Notes are to be redeemed, the Notes will be selected for redemption as follows:

Š if the Notes are listed on any securities exchange and/or being held through the clearing systems, in compliance with the requirements of the principal securities exchange on which the Notes are then listed, or the requirements of the clearing systems, as applicable; or

Š if the Notes are not listed on any securities exchange and/or held through the clearing systems, on a pro rata basis or by lot or such other method as the Trustee may determine in its sole and absolute discretion, unless otherwise required by law.

A Note of US$200,000 in principal amount or less will not be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the unredeemed portion will be issued (at the Issuer’s expense) upon cancelation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions of them called for redemption.

Repurchase of Notes Upon a Change of Control Triggering Event Not later than 30 days following a Change of Control Triggering Event, the Issuer or the Guarantor will make an Offer to Purchase all outstanding Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but not including) the Offer to Purchase Payment Date.

The Issuer and the Guarantor will agree in the Indenture that they will timely repay all Indebtedness or obtain consents as necessary under, or terminate, agreements or instruments that would otherwise

165 prohibit a Change of Control Offer required to be made pursuant to the Indenture. If the Issuer or the Guarantor is unable to repay (or cause to be repaid) all of the Indebtedness, if any, that would prohibit repurchase of the Notes or is unable to obtain the requisite consents of the holders of such Indebtedness, or terminate any agreements or instruments that would otherwise prohibit a Change of Control Offer, they will be prohibited from purchasing the Notes. In that case, the failure of the Issuer or the Guarantor to purchase tendered Notes will constitute an Event of Default under the Indenture.

The Issuer and the Guarantor will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer to be made by the Issuer or the Guarantor and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Future debt of the Issuer or the Guarantor may (i) prohibit the Issuer and/or the Guarantor from purchasing Notes in the event of a Change of Control Triggering Event, (ii) provide that a Change of Control is a default, or (iii) require the repurchase of such debt upon a Change of Control or a Change of Control Triggering Event. Moreover, the exercise by Holders of their right to require the Issuer or the Guarantor to purchase the Notes could cause a default under other Indebtedness, even if the Change of Control or the Change of Control Triggering Event itself does not, due to the financial effect of the purchase on the Issuer or the Guarantor, as the case may be. The ability of the Issuer or the Guarantor to pay cash to Holders following the occurrence of a Change of Control Triggering Event may be limited by the Issuer’s or the Guarantor’s then-existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make the required purchase of the Notes. See “Risk Factors — Risks Relating to the Notes and the Guarantee — The Issuer and the Guarantor may not have the ability to raise the funds necessary to finance an offer to repurchase the Notes upon the occurrence of certain events constituting a Change of Control Triggering Event as required by the Indenture governing the Notes.”

The Issuer and the Guarantor will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Issuer and the Guarantor will comply with the applicable securities laws and regulations and will not be deemed to have breached its or their obligations under the covenant described hereunder by virtue of such compliance.

The Change of Control Offer feature is a result of negotiations between the Issuer, the Guarantor and the Joint Lead Managers named elsewhere in this Offering Memorandum. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Issuer or the Guarantor may decide to do so in the future. See “Risk Factors — Risks Relating to the Notes and the Guarantee — The Issuer and the Guarantor may not have the ability to raise the funds necessary to finance an offer to repurchase the Notes upon the occurrence of certain events constituting a Change of Control Triggering Event as required by the Indenture governing the Notes.” Subject to certain covenants described below, the Issuer or the Guarantor could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the Indenture, but that could increase the amount of debt outstanding at such time or otherwise affect the capital structure or credit ratings of the Issuer, the Guarantor or LMIRT.

The phrase “all or substantially all,” as used in the definition of “Change of Control,” will likely be interpreted under applicable law of the relevant jurisdictions and its meaning would depend on particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the Guarantor and its Subsidiaries taken as a whole has occurred. Accordingly, if the Guarantor and its Subsidiaries dispose of less than all their assets by any of the means described above, the ability of a Holder to require the Issuer or the Guarantor to repurchase its Notes may be uncertain. In such a case, Holders may not be able to resolve this uncertainty without resorting to legal action.

Except as described above with respect to a Change of Control Triggering Event, the Indenture does not contain provisions that permit the Holders to require that the Issuer or the Guarantor purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

166 None of the Trustee or any of the Agents shall have any responsibility to monitor whether a Change of Control Triggering Event, or any event which could lead to the occurrence of a Change of Control Offer, has occurred or may occur.

Sinking Fund There will be no sinking fund payments for the Notes.

Additional Amounts All payments by, or on behalf of, the Issuer or a Surviving Person (as defined under the caption “— Consolidation, Merger and Sale of Assets”) of principal of, and premium, if any, and interest on the Notes and all payments by, or on behalf of, the Guarantor under the Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Issuer, the Guarantor or Surviving Person is organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) or any jurisdiction through which payment is made or any political subdivision or taxing authority thereof or therein (each, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Issuer, the Guarantor or Surviving Person, as the case may be, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of each Note of such amounts as would have been received by such Holder had no such withholding or deduction been required; provided that no Additional Amounts will be payable:

(a) for or on account of:

(i) any tax, duty, assessment or other governmental charge that would not have been imposed but for:

(A) the existence of any present or former connection between the Holder or beneficial owner of such Note or Guarantee, as the case may be, and the Relevant Jurisdiction including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, other than merely holding such Note, the receipt of payments thereunder or under the Guarantee or enforcing payment under the Notes or the Guarantee;

(B) the presentation of such Note (where presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, or interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period;

(C) the failure of the Holder or beneficial owner to comply with a timely request of the Issuer, the Guarantor or Surviving Person addressed to the Holder or beneficial owner, as the case may be, to provide information to the Issuer, the Guarantor or Surviving Person concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that (a) due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder and (b) the Issuer, the Guarantor or Surviving Person, as applicable, has given the Holder or beneficial owner at least 30 days’ notice that the Holder or beneficial owner will be required to provide such certification, identification, documentation or other requirement; or

(D) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere;

167 (ii) any estate, inheritance, gift, sale, transfer, excise or personal property or similar tax, assessment or other governmental charge;

(iii) any tax, duty, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note or payments under the Guarantee;

(iv) any tax, duty, assessment or other governmental charge which is required to be deducted or withheld under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, or any amended or successor versions of such Sections (“FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or

(v) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (i), (ii), (iii) and (iv); or

(b) with respect to any payment of the principal of, or premium, if any, or interest on, such Note or any payment under the Guarantee to such Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, or beneficial owner been the Holder thereof.

As a result of these provisions, there are circumstances in which taxes, duties, assessments or other government charges could be withheld or deducted but Additional Amounts would not be payable to some or all beneficial owners of the Notes.

In addition, each of the Issuer and the Guarantor, as applicable, will pay any stamp, issue, registration, documentary, value added or other similar taxes and other duties (including interest and penalties) payable in any Relevant Jurisdiction in respect of the creation, issue, offering, execution or enforcement of the Notes, the Guarantee or any documentation with respect thereto.

In the event that the Issuer and the Guarantor, as applicable, determines in its sole discretion that withholding for or on account of any Tax will be required by applicable law in connection with any payment due to any of the Agents on any Notes, then the Issuer and the Guarantor, as applicable, will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this agreement. The Issuer and the Guarantor will promptly notify the Agents and the Trustee of any such redirection or reorganization.

At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless the obligation to pay Additional Amounts arises after the 30th day prior to such date), if the Issuer, a Surviving Person or the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Principal Paying Agent to pay such Additional Amounts to the Holders on such payment date.

Whenever there is mentioned in any context the payment of principal, premium or interest in respect of any Note or under the Guarantee, such mention will be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Redemption for Taxation Reasons The Notes may be redeemed, at the option of the Issuer or a Surviving Person, as a whole but not in part, upon giving not less than 30 days’ nor more than 60 days’ notice to the Holders (which notice will

168 be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, and any Additional Amounts to (but not including) the date fixed by the Issuer or the Surviving Person, as the case may be, for redemption (the “Tax Redemption Date”) if, as a result of:

(1) any change in, or amendment to, the laws or any regulations or rulings promulgated thereunder of a Relevant Jurisdiction, excluding any applicable treaty with the Relevant Jurisdiction, affecting taxation; or

(2) any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective on or after the Original Issue Date (or, in the case of a Surviving Person, the date such Person became a Surviving Person, as the case may be) with respect to any payment due or to become due under the Notes, the Indenture or the Guarantee, the Issuer, the Guarantor or the Surviving Person, as the case may be, is, or on the next Notes Interest Payment Date would be, required to pay Additional Amounts, and such requirement cannot be avoided by taking reasonable measures by the Issuer, the Guarantor or the Surviving Person, as the case may be; provided that changing the jurisdiction of the Issuer, the Guarantor or the Surviving Person is not a reasonable measure for the purposes of this section; provided further that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Issuer, the Guarantor or the Surviving Person, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due.

The Issuer shall, at least 15 calendar days prior to the date the notice of redemption is to be sent to the Holders, notify the Trustee of such proposed Redemption Date and of the principal amount of the Notes to be redeemed. Prior to the mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer or the Guarantor, as the case may be, and at their expense will deliver to the Trustee:

(1) an Officers’ Certificate stating that such change or amendment referred to in the prior paragraph has occurred, and describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or the Guarantor, as the case may be, taking reasonable measures available to it; and

(2) an Opinion of Counsel of recognized standing, or an opinion of a tax consultant of international recognized standing with respect to tax matters of the Relevant Jurisdiction, stating that the requirement to pay such Additional Amounts results from such change or amendment referred to in the prior paragraph.

The Trustee shall be entitled (but shall not be obliged) to accept and rely upon such certificate and opinion as conclusive evidence of the satisfaction of the conditions precedent described above, and it will be conclusive and binding on the Holders. The Trustee has no duty to investigate or verify such certificate and opinion.

Any Notes that are redeemed pursuant to this section will be cancelled.

Offers to Purchase; Open Market Purchases Under certain circumstances, the Issuer or the Guarantor may be required to offer to purchase Notes as described under the captions “— Repurchase of Notes upon a Change of Control Triggering Event” and “— Certain Covenants — Limitation on Asset Sales.” The Guarantor, the Issuer and any Restricted Subsidiary may purchase Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws and regulations, so long as such acquisition does not otherwise violate the terms of the Indenture. The Issuer or the Guarantor will notify the Trustee in writing at the completion of any such open market purchases. Any Notes acquired by the Guarantor, the Issuer or any Restricted Subsidiary will be cancelled.

169 Certain Covenants Set forth below are summaries of certain covenants contained in the Indenture.

Limitation on Indebtedness and Preferred Stock (a) The Issuer and the Guarantor will not, and the Guarantor will not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness) if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, LMIRT’s ratio of its total borrowings (including guarantees, bonds, notes, syndicated loans, bilateral loans or other debt) and deferred payments (including deferred payments for assets whether to be settled in cash or in units in LMIRT) to its deposited property will be greater than the Aggregate Leverage limit applicable under the Property Funds Appendix. For the purposes of this clause (a), each of “total borrowings”, “deferred payments” and “deposited property” has the meaning determined in accordance with the Property Funds Appendix.

(b) The Issuer and the Guarantor will not, and the Guarantor will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness) or Preferred Stock (other than Disqualified Stock of Restricted Subsidiaries held by the Guarantor, so long as it is so held); provided that the Guarantor, the Issuer or any other Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if, after giving effect to the Incurrence of such Indebtedness and the receipt and the application of the proceeds therefrom, (x) no Default has occurred and is continuing, (y) the Fixed Charge Coverage Ratio would be not less than 2.5 to 1.0, and (z) if such indebtedness constitutes Priority Indebtedness, such Indebtedness constitutes Permitted Priority Indebtedness.

(c) Notwithstanding clauses (a) and (b) of this covenant, the Guarantor, and, to the extent provided below, any Restricted Subsidiary, may Incur each and all of the following (“Permitted Indebtedness”):

(1) Indebtedness under the Notes (excluding any Additional Notes) and the Guarantee thereof;

(2) Indebtedness of the Guarantor or any Restricted Subsidiary outstanding on the Original Issue Date, after giving effect to the application of the proceeds from the sale of the Notes, excluding Indebtedness permitted under clause (c)(3) of this covenant below;

(3) Indebtedness of the Guarantor or any Restricted Subsidiary owed to the Guarantor or any Restricted Subsidiary; provided that (A) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Guarantor or any Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (c)(3) and (B) if the Issuer or the Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly be subordinated in right of payment to the Notes, in the case of the Issuer, or the Guarantee, in the case of the Guarantor;

(4) Indebtedness of the Guarantor or any Restricted Subsidiary (“Permitted Refinancing Indebtedness”) issued in exchange for, or the net proceeds of which are used to refinance or refund, replace, exchange, renew, repay, defease, discharge or extend (collectively, “refinance” and “refinances” and “refinanced” shall have a correlative meaning), then outstanding Indebtedness (or Indebtedness repaid substantially concurrently with but in any case before the Incurrence of such Permitted Refinancing Indebtedness) Incurred under clause (b) or clause (c) (1) or (2) of this covenant and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that the Indebtedness to be refinanced is fully and irrevocably repaid no later than 60 days after the Incurrence of the Permitted Refinancing Indebtedness; and provided further that (A) Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes or the Guarantee shall only be permitted under this clause (c)(4) if (x) in case the Notes are refinanced in part or the

170 Indebtedness to be refinanced is pari passu with the Notes or the Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes or the Guarantee thereof, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes or the Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or the Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes or the Guarantee, (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded, (C) such new Indebtedness has an aggregate principal amount, or if Incurred with original issue discount, an aggregate issue price, that is equal to or less than the aggregate principal amount, or if Incurred with original issue account, the aggregate accreted value, then outstanding or committed, plus fees and expenses, including any premium and defeasance costs, under the Indebtedness being Refinanced, (D) in no event may Indebtedness of the Issuer or the Guarantor be refinanced pursuant to this clause (c)(4) by means of any Indebtedness of any Restricted Subsidiary (other than the Issuer or a Finance Subsidiary) and in no event may Indebtedness of an Unrestricted Subsidiary be refinanced pursuant to this clause by means of any Indebtedness of any Restricted Subsidiary or the Guarantor and (E) in no event may unsecured Indebtedness of the Issuer or the Guarantor be refinanced pursuant to this clause (c)(4) with Secured Indebtedness;

(5) Indebtedness Incurred by the Guarantor or any Restricted Subsidiary pursuant to Hedging Obligations entered into solely to protect the Guarantor or any Restricted Subsidiary from fluctuations in interest rates, foreign currency exchange rates or commodity prices and not for speculation; provided that such Hedging Obligation does not increase the Indebtedness of the Guarantor or such Restricted Subsidiary outstanding at any time other than as a result of fluctuations in interest rates, foreign currency exchange rates or commodity prices or by reason of fees, indemnities and compensation payable thereunder;

(6) Indebtedness Incurred by the Guarantor or any Restricted Subsidiary constituting reimbursement obligations with respect to workers’ compensation claims or self-insurance obligations or bid, performance or surety bonds (in each case other than for an obligation for borrowed money);

(7) Indebtedness Incurred by the Guarantor or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit or trade guarantees issued in the ordinary course of business to the extent that such letters of credit or trade guarantees are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the 30 days following receipt by the Guarantor or such Restricted Subsidiary of a demand for reimbursement;

(8) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Guarantor or any Restricted Subsidiary pursuant to such agreements, in any case, Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Guarantor or a Restricted Subsidiary from the sale of such business, assets or Restricted Subsidiary;

(9) Indebtedness Incurred by the Guarantor or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument

171 drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence;

(10) Indebtedness of the Guarantor or any Restricted Subsidiary with a maturity of one year or less used by the Guarantor or any Restricted Subsidiary for working capital; provided that the aggregate principal amount of Indebtedness permitted by this clause (c)(10) at any time outstanding does not exceed US$15.0 million (or the Dollar Equivalent thereof);

(11) Indebtedness of the Guarantor or any Restricted Subsidiary in an aggregate principal amount at any time outstanding (together with refinancings thereof) not to exceed US$10.0 million (or the Dollar Equivalent thereof);

(12) Indebtedness of a Finance Subsidiary that is guaranteed by the Guarantor to the extent the Guarantor is permitted to Incur such Indebtedness under this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or the Guarantee, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness so guaranteed; and

(13) Indebtedness Incurred by the Guarantor or any Restricted Subsidiary represented by Capitalized Lease Obligations or purchase money obligations in the ordinary course of business after the Original Issue Date to finance all or any part of the cost of construction, installation or improvement of property (real or personal) (including the lease purchase price of land use rights) or equipment to be used in the Permitted Business; provided that (i) such Indebtedness shall be Incurred no later than 90 days after the acquisition, construction, installation or improvement of such property (real or personal) or equipment and (ii) on the date of Incurrence of such Indebtedness and after giving effect thereto, the aggregate principal amount of such Indebtedness at any time outstanding (together with refinancings thereof) shall not exceed an amount equal to US$30.0 million (or the Dollar Equivalent thereof); provided that, with respect to the Incurrence of Indebtedness under this clause (c), if such Indebtedness constitutes Priority Indebtedness, on the date of the Incurrence of such Indebtedness and after giving effect thereto, such Indebtedness constitutes Permitted Priority Indebtedness.

(d) For the purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including under clause (a) or the proviso in clause (b) of this covenant, the Guarantor, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness except to the extent specified above.

(e) Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rate of currencies.

(f) The Issuer and the Guarantor will not Incur any Indebtedness if such Indebtedness is contractually subordinated in right of payment to any other Indebtedness of the Issuer or the Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the Guarantee, on substantially identical terms.

Limitation on Restricted Payments (a) The Guarantor will not, and will not permit LMIRT or any Restricted Subsidiary to, directly or indirectly (the payments or any other actions described in clauses (a)(1) through (4) of this covenant being collectively referred to as “Restricted Payments”):

(1) declare or pay any dividend or make any distribution (whether in cash, securities or other property) on or with respect to the Guarantor’s, LMIRT’s or any Restricted Subsidiary’s Capital Stock (other than dividends or distributions payable solely in units or shares of the LMIRT’s or any Restricted Subsidiary’s Capital Stock (other than Disqualified Stock or

172 Preferred Stock) or in options, warrants or other rights to acquire shares of such Capital Stock) held by Persons other than the Guarantor, LMIRT or any Restricted Subsidiary;

(2) purchase, call for redemption or redeem, retire or otherwise acquire for value any units or shares of Capital Stock of LMIRT, the Guarantor or any Restricted Subsidiary (including options, warrants or other rights to acquire such units or shares of Capital Stock) or any direct or indirect parent of the Guarantor held by any Persons other than LMIRT, the Guarantor or any Restricted Subsidiary;

(3) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes or the Guarantee (excluding any intercompany Indebtedness between or among the Guarantor and any Restricted Subsidiary); or

(4) make any Investment, other than a Permitted Investment; if, at the time of, and after giving effect to, the proposed Restricted Payment:

(A) a Default has occurred and is continuing or would occur as a result of such Restricted Payment;

(B) the Guarantor could not Incur at least US$1.00 of Indebtedness under clause (a) of the covenant under the caption “— Limitation on Indebtedness and Preferred Stock;” or

(C) such Restricted Payment, together with the aggregate amount of all Restricted Payments made by the Guarantor and the Restricted Subsidiaries after the Measurement Date, would exceed the sum (without duplication) of:

(1) 100.0% of the aggregate amount of Distributable Income of LMIRT accrued on a cumulative basis during the period (taken as one accounting period) beginning on April 1, 2019, in the case of amounts available for distribution to unitholders, and January 1, 2019, in the case of amounts reserved for distribution to perpetual security holders and ending on the last day of LMIRT’s most recently ended quarterly period for which consolidated financial statements of LMIRT (which the Guarantor shall procure to cause LMIRT to use its reasonable best efforts to compile in a timely manner) are available (which may be internal consolidated financial statements) at the time of such Restricted Payment; plus

(2) 100.0% of the aggregate Net Cash Proceeds received by LMIRT or the Guarantor after the Measurement Date as: (1) a capital contribution or (2) from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person who is not the Guarantor or a Subsidiary of the Guarantor (excluding any Net Cash Proceeds received by LMIRT or the Guarantor from the issuance and sale of its Capital Stock to the extent the proceeds from such issuance and sale are used to refinance, repay, redeem, repurchase or retire for value the Perpetual Securities existing as of the Measurement Date pursuant to clause (b)(6) of this “Limitation on Restricted Payments” covenant); plus

(3) 100.0% of the amount by which Indebtedness of the Guarantor and any Restricted Subsidiary (other than Subordinated Indebtedness) is reduced on LMIRT’s statement of financial position upon conversion or exchange (other than by the Guarantor or a Subsidiary of the Guarantor) subsequent to the Measurement Date of any Indebtedness (other than Subordinated Indebtedness) of the Guarantor and any Restricted Subsidiary convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Guarantor or LMIRT (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Guarantor or LMIRT upon such conversion or exchange); plus

(4) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) that were made after the Measurement Date in any Person

173 resulting from (a) payments of interest on Indebtedness, dividends or repayments of loans or advances by such Person, in each case to the Guarantor or any Restricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Distributable Income), (b) the unconditional release of a guarantee provided by the Guarantor or any Restricted Subsidiary after the Measurement Date of an obligation of another Person, (c) the Net Cash Proceeds from the sale of any such Investment (except to the extent such Net Cash Proceeds are included in the calculation of Distributable Income) or (d) from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Investments made by the Guarantor or a Restricted Subsidiary after the Measurement Date in any such Person.

(b) The foregoing clause (a) will not be violated by reason of:

(1) the payment of any dividend or redemption of Capital Stock within 90 days after the related date of declaration or call for redemption if, at such date of declaration or call for redemption, such payment or redemption would comply with clause (a) of this covenant;

(2) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or the Guarantor with the Net Cash Proceeds of, or in exchange for, a substantially concurrent Incurrence of Permitted Refinancing Indebtedness;

(3) the redemption, repurchase or other acquisition of Capital Stock of LMIRT or the Guarantor (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the Net Cash Proceeds of a capital contribution or a substantially concurrent sale (other than to a Subsidiary of LMIRT or the Guarantor) of, units or shares of Capital Stock (other than Disqualified Stock) of LMIRT or the Guarantor (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilized for any such Restricted Payment will be excluded from clause (a)(C)(2) of this covenant;

(4) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Guarantor or any Restricted Subsidiary in exchange for, or out of the Net Cash Proceeds of a substantially concurrent sale (other than to a Subsidiary of the Guarantor) of, units or shares of Capital Stock (other than Disqualified Stock) of LMIRT (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilized for any such Restricted Payment will be excluded from clause (a)(C)(2) of this covenant;

(5) the payment of any dividends or distributions declared, paid or made by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to LMIRT or the Guarantor, to all holders of any class of Capital Stock of such Restricted Subsidiary, other than with respect to another class of Capital Stock in a Joint Operation held by a Person other than the Guarantor, provided that such payments to other Persons are made in accordance with the terms of the contractual arrangements governing such Joint Operation;

(6) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of the Perpetual Securities existing as of the Measurement Date and any new Capital Stock of LMIRT or the Guarantor issued, the proceeds of which are used to refinance, repay, redeem, repurchase or retire for value the Perpetual Securities existing as of the Measurement Date and are in an amount not to exceed the amount so refinanced (plus premiums (if any), fees and expenses), in each case in accordance with the terms thereof; or (7) a Restricted Payment in an aggregate amount not to exceed, together with all other such Restricted Payments made pursuant to this clause (7), US$5.0 million (or the Dollar Equivalent thereof) since the Measurement Date; provided that, in the case of clauses (b) (3) or (5) of this covenant, no Default will have occurred and be continuing or would occur as a consequence of the actions or payments set forth therein.

174 Each Restricted Payment permitted pursuant to clauses (b)(1) and (5) of this covenant and made after the Measurement Date will be included in calculating whether the conditions of clause (a)(C) of this covenant have been met with respect to any subsequent Restricted Payments.

The amount of any Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by LMIRT, the Guarantor or the Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The value of any assets or securities that are required to be valued by this covenant will be the Fair Market Value. The Board of Directors’ determination of the Fair Market Value of a Restricted Payment or any such assets or securities must be based upon an opinion or appraisal issued by an appraisal or investment banking firm of national standing if the Fair Market Value exceeds US$10.0 million (or the Dollar Equivalent thereof).

Not later than the date of making any Restricted Payment in an amount in excess of US$10.0 million (or the Dollar Equivalent thereof), the Guarantor will deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries (a) Except as provided below, the Guarantor will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Guarantor or any other Restricted Subsidiary;

(2) pay any Indebtedness or other obligation owed to the Guarantor or any other Restricted Subsidiary;

(3) make loans or advances to the Guarantor or any other Restricted Subsidiary; or

(4) sell, lease or transfer any of its property or assets to the Guarantor or any other Restricted Subsidiary; provided that it being understood that: (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock; (ii) the subordination of loans or advances made to the Guarantor or any Restricted Subsidiary to other Indebtedness Incurred by the Guarantor or any Restricted Subsidiary; and (iii) the provisions contained in documentation governing Indebtedness requiring transactions between or among the Guarantor and any Restricted Subsidiary or between or among any Restricted Subsidiary to be on fair and reasonable terms or on an arm’s length basis, in each case, shall not be deemed to constitute such an encumbrance or restriction.

(b) The provisions of clause (a) of this covenant do not apply to any encumbrances or restrictions:

(1) existing in agreements as in effect on the Original Issue Date, or in the Notes, the Guarantee or the Indenture and any extensions, refinancings, renewals or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;

(2) existing under or by reason of applicable law (including any statute, rule, regulation or government order);

(3) existing with respect to any Person or the property or assets of such Person acquired by the Guarantor or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the

175 property or assets of such Person so acquired, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced and remain applicable only to the Person or the property or assets of such Person acquired;

(4) that otherwise would be prohibited by the provision described in clause (a)(4) of this covenant if they arise, or are agreed to in the ordinary course of business, and that

(A)restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (B) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of the Guarantor or any Restricted Subsidiary not otherwise prohibited by the Indenture;

(5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary that is permitted by the “— Limitation on Sales and Issuances of Capital Stock of Restricted Subsidiaries,” “— Limitation on Indebtedness and Preferred Stock” and “— Limitation on Asset Sales” covenants; or

(6) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of such Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Guarantor or any other Restricted Subsidiary.

Limitation on Sales and Issuances of Capital Stock of Restricted Subsidiaries The Guarantor will not sell, pledge or otherwise dispose, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, pledge or otherwise dispose, any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock) except:

(a) to the Guarantor or a Restricted Subsidiary;

(b) to the extent such Capital Stock represents director’s qualifying shares or is required by applicable law to be held by a Person other than the Guarantor or a Restricted Subsidiary;

(c) the issuance or sale of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any remaining Investment in such Person would have been permitted to be made under the “— Limitation on Restricted Payments” covenant if made on the date of such issuance or sale, and made in accordance with the “— Limitation on Asset Sales” covenant; or

(d) the issuance or sale of Capital Stock of a Restricted Subsidiary (which remains a Restricted Subsidiary after any such issuance or sale); provided that the Guarantor or such Restricted Subsidiary applies the Net Cash Proceeds of such issuance or sale in accordance with the “— Limitation on Asset Sales” covenant.

For the avoidance of doubt, this covenant shall not apply to a class of Capital Stock in a Joint Operation held by a Person other than the Guarantor or a Restricted Subsidiary.

Limitation on Issuances of Guarantees by Restricted Subsidiaries The Guarantor will not permit any Restricted Subsidiary, directly or indirectly, to provide any guarantee for any Indebtedness (“Guaranteed Indebtedness”) of the Guarantor or any other Restricted Subsidiary, unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for an unsubordinated Guarantee of payment of the Notes by such Restricted

176 Subsidiary and (b) such Restricted Subsidiary waives and will not in any manner whatsoever claim, or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until the Notes have been paid in full.

If the Guaranteed Indebtedness (A) ranks pari passu in right of payment with the Notes or the Guarantee, then the guarantee of such Guaranteed Indebtedness shall rank pari passu in right of payment with, or subordinated to, the Guarantee or (B) is subordinated in right of payment to the Notes or the Guarantee, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes or the Guarantee.

Limitation on Transactions with Affiliates The Guarantor will not, and will not permit LMIRT or any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend or permit to exist any transaction or arrangement (including, without limitation, the purchase, sale, lease, exchange, transfer or disposition of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 5.0% or more of any class of Capital Stock of LMIRT, the LMIRT Manager or the Guarantor or (y) with any Affiliate of LMIRT, the LMIRT Manager, the Guarantor or any Restricted Subsidiary (each an “Affiliate Transaction”), unless:

(a) the Affiliate Transaction is on terms that are no less favorable to the Guarantor, LMIRT or the relevant Restricted Subsidiary than those that would have been obtained, at the time of such Affiliate Transaction or, if such Affiliate Transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction by the Guarantor, LMIRT or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Guarantor, LMIRT or any Restricted Subsidiary; and

(b) the Guarantor delivers to the Trustee:

(1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, including meeting the requirements of clause (a); and

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof), in addition to the Board Resolution required in clause (b)(1), an opinion issued by an accounting, appraisal or investment banking firm of recognized national standing as to the fairness to the Guarantor, LMIRT or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view.

The foregoing limitation does not limit, and shall not apply to:

(A) the payment of reasonable and customary regular fees to directors and commissioners of the Guarantor, LMIRT or any Restricted Subsidiary who are not employees of the Guarantor, LMIRT or any Restricted Subsidiary;

(B) any transaction solely between or among LMIRT, the Guarantor and any of its Wholly-Owned Restricted Subsidiaries or solely among Wholly-Owned Restricted Subsidiaries;

(C) any Restricted Payment of the type described in clause (a)(1), (a)(2) or (a)(3) of the covenant described under the caption “— Limitation on Restricted Payments” if permitted by such covenant;

(D) any sale of Capital Stock (other than Disqualified Stock) of the Guarantor or LMIRT;

(E) the payment of compensation to officers and directors of the Guarantor, LMIRT or any Restricted Subsidiary pursuant to an employee stock or share option scheme, so long as such scheme is

177 approved by the Board of Directors and is in compliance with the listing rules of the SGX-ST; and

(F) any transaction entered into between the Guarantor or LMIRT or any Restricted Subsidiary, on the one hand, and any of their Affiliates, on the other, on a basis no less favorable to the Guarantor, LMIRT or such Restricted Subsidiary that could be obtained from an unrelated third party, taking into account the nature and purpose of the transaction, at the time of such transaction; provided that such transaction is entered into in the ordinary course of business of the Guarantor, LMIRT or such Restricted Subsidiary and to the extent applicable, in compliance with the relevant rules or regulations of the SGX-ST and/or the Property Funds Appendix.

In addition, the requirements of clause (b) of this covenant will not apply to: (I) Investments (other than Permitted Investments) not prohibited by the “— Limitation on Restricted Payments” covenant, (II) transactions pursuant to agreements in effect on the Original Issue Date, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to LMIRT, the Guarantor and the Restricted Subsidiaries than the original agreement in effect on the Original Issue Date or is otherwise consistent with the prevailing existing market conditions and (III) any transaction between or among LMIRT, the Guarantor and any Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary; provided that in the case of clause (III) above, (a) such transaction is entered into in the ordinary course of business and (b) none of the minority shareholders or minority partners (if any) of or in such Restricted Subsidiary is a Person described in (x) or (y) of the first paragraph of this covenant (other than by reason of such minority shareholder or minority partner being an officer or director of such Restricted Subsidiary).

Limitation on Liens The Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur, assume or permit to exist any Lien of any nature whatsoever on any of its assets or properties of any kind, whether owned at the Original Issue Date or thereafter acquired, securing any Indebtedness except Permitted Liens, unless the Notes are secured equally and ratably with (or, if the obligation or liability to be secured by such Lien is subordinated in right of payment to the Notes, prior to) the obligations or liabilities so secured.

Limitation on Sale and Leaseback Transactions (a) The Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction; provided that the Guarantor or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

(i) the Guarantor could have (A) Incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such Sale and Leaseback Transaction under the covenant described under “— Limitation on Indebtedness and Preferred Stock” and (B) Incurred a Lien to secure such Indebtedness pursuant to the covenant described under the caption “— Limitation on Liens”, in which case, the corresponding Indebtedness and Lien will be deemed incurred pursuant to those provisions;

(ii) gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of such Sale and Leaseback Transaction; and

(iii) transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Guarantor applies the proceeds of such transaction in compliance with, the covenant described under the caption “— Limitation on Asset Sales.”

Limitation on Asset Sales The Guarantor will not, and will not permit LMIRT or any Restricted Subsidiary to, consummate any Asset Sale, unless:

(a) no Default shall have occurred and be continuing or would occur as a result of such Asset Sale; and

(b) the consideration received by the Guarantor or such Restricted Subsidiary, as the case may be, is at least equal to the Fair Market Value of the assets sold or disposed of; and

178 (c) at least 75.0% of the consideration received consists of cash, Temporary Cash Investments or Replacement Assets provided that in the case of an Asset Sale in which the Guarantor, LMIRT or such Restricted Subsidiary receives Replacement Assets and/or Capital Stock involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof), the Guarantor shall deliver to the Trustee an opinion of fairness to the Guarantor or such Restricted Subsidiary of such Asset Sale from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized international standing. For purposes of this provision, each of the following will be deemed to be cash:

(i) any liabilities, as shown on LMIRT’s most recent consolidated statement of financial position (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or the Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption, assignment, novation or similar agreement that releases the Guarantor or such Restricted Subsidiary from further liability; and

(ii) any securities, notes or other obligations received by the Guarantor or any Restricted Subsidiary from such transferee that are contemporaneously, but in any event within 30 days of closing, converted by the Guarantor or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion.

Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Guarantor (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds to:

(A) permanently repay Senior Indebtedness of the Guarantor or any Restricted Subsidiary (and, if such Senior Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto) in each case owing to a Person other than the Guarantor or a Restricted Subsidiary;

(B) make an Investment in Replacement Assets; or

(C) make an Investment in Temporary Cash Investments, pending application of such Net Cash Proceeds as set forth in clause (A) or (B) above.

On the 361st day after an Asset Sale or such earlier date, if any, as the Guarantor determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in preceding paragraph (such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Cash Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in the preceding paragraph (“Excess Proceeds”) will be applied by the Issuer or the Guarantor to make an Offer to Purchase to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or the Guarantee containing provisions similar to those set forth in the Indenture and the Notes with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Offer to Purchase will be equal to 100.0% of the principal amount of the Notes then outstanding and such other pari passu Indebtedness plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash.

The Guarantor may defer the Offer to Purchase until there are aggregate unutilized Excess Proceeds equal to or in excess of US$10.0 million (or the Dollar Equivalent thereof) resulting from one or more Asset Sales, at which time, within ten days thereof, the entire unutilized amount of Excess Proceeds will be applied as provided in the preceding paragraph. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Guarantor or LMIRT may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture or the Notes. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee (in its sole and absolute discretion) will select the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered.

Limitation on Business Activities The Guarantor will not, and will not permit LMIRT or any Restricted Subsidiary to, directly or indirectly, engage in any business other than a Permitted Business; provided, however, that the Guarantor or any Restricted Subsidiary may own Capital Stock of an Unrestricted Subsidiary or joint venture or other

179 entity that is engaged in a business other than Permitted Business as long as any Investment therein was not prohibited when made by the covenant under the caption “— Limitation on Restricted Payments.”

The Issuer will not engage in any business activity or undertake any other activity, except any activity (a) conducted on the Original Issue Date, (b) relating to the offering, sale or issuance of the Notes (including any Additional Notes), the Incurrence of Indebtedness represented by the Notes and any other activities in connection therewith, (c) relating to the offering, sale or issuance of debt obligations, the incurrence of Indebtedness represented by such debt obligations and any other activities in connection therewith, (d) undertaken with the purpose of fulfilling any obligations referred to in clauses (a) through (c) or the Indenture or any future indenture, trust deed or other facility agreements related to such obligations or the purpose of making and fulfilling obligations attributable to consent solicitations or tender offers for such obligations or refinancing of such obligations and any activities related thereto or (e) directly related to the establishment and/or maintenance of the Issuer’s corporate existence.

The Issuer shall not (a) issue any Capital Stock other than the issuance of its ordinary shares to the Guarantor or otherwise in a de minimis amount to local residents to the extent required by applicable law or (b) acquire or receive any property or assets (including, without limitation, any Equity Interests or Indebtedness of any Person), other than cash for ongoing corporate activities of the Issuer described in the preceding paragraph.

The Issuer shall at all times remain a Wholly-Owned Restricted Subsidiary of the Guarantor other than as a result of a consolidation, merger or transfer permitted by the “— Consolidation, Merger and Sale of Assets” covenant.

For so long as any Notes are outstanding, none of the Issuer or the Guarantor will commence or take any action to cause a winding-up or liquidation of the Issuer, LMIRT or the Guarantor except that the Issuer may be wound up or liquidated subsequent to a consolidation, merger or transfer of assets conducted in accordance with the first paragraph of the “— Consolidation, Merger and Sale of Assets” covenant and the Guarantor may be replaced in accordance with the LMIRT Trust Deed.

Use of Proceeds The Issuer will (a) use the net proceeds received from the Notes as set forth in this Offering Memorandum under the caption “Use of Proceeds” and (b) pending application of all of such net proceeds in such manner, be permitted to invest the portion of such net proceeds not yet so applied in Temporary Cash Investments.

Designation of Restricted and Unrestricted Subsidiaries The Board of Directors may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary; provided that (a) such designation would not cause a Default; (b) none of the Guarantor nor any Restricted Subsidiary provides any guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; (c) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of the Guarantor or any other Restricted Subsidiary; (d) such Restricted Subsidiary does not own any Disqualified Stock of LMIRT or the Guarantor or Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, or Lien on any property of the Guarantor, LMIRT or any other Restricted Subsidiary; (e) such Restricted Subsidiary does not own any Capital Stock of LMIRT, the Guarantor or another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated as Unrestricted Subsidiaries in accordance with this paragraph; and (f) the Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made by the covenant described under “— Limitation on Restricted Payments.”

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (a) such designation shall not cause a Default; (b) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by the covenant described under the caption “— Limitation on Indebtedness and Preferred

180 Stock;” (c) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by the covenant described under the caption “— Limitation on Liens;” and (d) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary).

Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

Maintenance of Insurance The Guarantor will and will cause each of the Restricted Subsidiaries to maintain insurance policies covering such risks, in such amounts and with such terms as are normally carried by similar companies engaged in a similar business to the Permitted Business in the country in which such entity is located, including property and casualty insurance.

Maintain Listing of LMIRT The Guarantor will use its best efforts to maintain the listing of all the Units of LMIRT on the SGX-ST or another internationally recognized stock exchange.

Government Approvals and Licenses; Compliance with Law The Guarantor will, and will cause LMIRT and each Restricted Subsidiary to (a) obtain and maintain in full force and effect all governmental approvals, authorizations, consents, permits, concessions and licenses as are necessary to engage in the Permitted Business and (b) comply with all laws, regulations, orders, judgments and decrees of any governmental body, except to the extent that failure so to obtain, maintain, preserve and comply would not reasonably be expected to have a material adverse effect on (1) the business, results of operations or prospects of LMIRT, the Guarantor and the Restricted Subsidiaries taken as a whole or (2) the ability of the Issuer or the Guarantor to perform its obligations under the Notes, the Guarantee or the Indenture.

Suspension of Certain Covenants when Notes are Rated Investment Grade If, on any date following the date of the Indenture, the Notes are rated Investment Grade from both of the Rating Agencies and no Default or Event of Default has occurred and is continuing, then, beginning on that day and continuing until such time, if any, at which the Notes cease to be rated Investment Grade by either of the Rating Agencies (such period, the “Suspension Period”), the following covenants will be suspended:

(a) the covenant described under the caption “— Limitation on Indebtedness and Preferred Stock”;

(b) the covenant described under the caption “— Limitation on Restricted Payments”;

(c) the covenant described under the caption “— Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries”;

(d) the covenant described under the caption “— Limitation on Sales and Issuances of Capital Stock of Restricted Subsidiaries”;

(e) the covenant described under the caption “— Limitation on Sale and Leaseback Transactions”;

(f) the covenant described under the caption “— Limitation on Issuances of Guarantees by Restricted Subsidiaries”;

(g) the covenant described under the caption “— Limitation on Asset Sales”;

(h) the covenant described under the caption “— Limitation on Transactions with Affiliates”; and

(i) clause (d) under the second paragraph of the covenant described under the caption “— Consolidation, Merger and Sale of Assets”.

181 During any period that the foregoing covenants have been suspended, the Board of Directors may not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant summarized under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” or the definition of “Unrestricted Subsidiary”.

Such covenants will be reinstituted and apply according to their terms as of and from the first day on which a Suspension Period ceases to be in effect. Such covenants will not, however, be of any effect with regard to actions of the Issuer, LMIRT, the Guarantor or any Restricted Subsidiary properly taken in compliance with the provisions of the Indenture during the continuance of the Suspension Period, and following reinstatement (1) the calculations under the covenant summarized under “— Certain Covenants — Limitation on Restricted Payments” will be made as if such covenant had been in effect since the date of the Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c)(2) of the covenant summarized under “— Certain Covenants — Limitation on Indebtedness and Preferred Stock.” Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at to the amount in effect at the beginning of the Suspension Period.

There can be no assurance that the Notes will ever achieve a rating of Investment Grade or that any such rating will be maintained.

Consolidation, Merger and Sale of Assets The Issuer will not consolidate with, merge with or into, another Person (other than the Guarantor), permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person (other than the Guarantor); provided that, in the event the Issuer so consolidates with, merges with or into, the Guarantor or sells, conveys, transfers, leases or otherwise disposes of all or substantially all or substantially all of its properties and assets to the Guarantor, the Guarantor (or if the Guarantor is not the surviving person, such surviving person), immediately after such transaction, will (a) assume, by a supplemental indenture to the Indenture, executed and delivered to the Trustee, all the obligations of the Issuer under the Indenture and the Notes, which shall remain in full force and effect and (b) deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that such transaction and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with.

The Guarantor will not consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis) in one transaction or a series of related transactions), unless:

(a) the Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets (the “Surviving Person”) shall be a corporation incorporated and validly existing under the laws of Singapore and shall expressly assume, by a supplemental indenture to the Indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Indenture, the Notes and the Guarantee, as the case may be, and the Indenture, the Notes and the Guarantee, as the case may be, shall remain in full force and effect;

(b) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Guarantor or the Surviving Person or any Subsidiary of the Guarantor as having been Incurred at the time of such transaction), no Default shall have occurred and be continuing;

(c) immediately after giving effect to such transaction on a pro forma basis, the Guarantor or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of LMIRT immediately prior to such transaction;

(d) immediately after giving effect to such transaction on a pro forma basis, the Guarantor or the Surviving Person, as the case may be, could Incur at least US$1.00 of Indebtedness under

182 clause (a) and the proviso in clause (b) of the “— Limitation on Indebtedness and Preferred Stock” covenant;

(e) the Guarantor delivers to the Trustee (i) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (c) and (d) of the “— Consolidation, Merger and Sale of Assets” covenant, and (ii) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; and

(f) the Guarantor shall have delivered to the Trustee an Opinion of Counsel in the jurisdiction of incorporation of the Issuer or the Guarantor and the Surviving Person to the effect that the holders of the Notes will not recognize income gain or loss for income tax purposes of such jurisdiction as a result of such transaction and will be subject to income tax in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred.

The Surviving Person will be the successor to the Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under the Indenture, and the predecessor Guarantor, except in the case of a lease, shall be released from the obligation to pay principal and interest on the Notes.

Provision of Financial Statements and Reports (a) So long as any of the Notes remain outstanding, the Issuer or the Guarantor will file with the Trustee and furnish to the Holders, as soon as they are available but in any event not more than ten calendar days after they are filed with the SGX-ST or any other national stock exchange on which LMIRT is at any time listed, true and correct copies of any financial or other report in the English language (and an English translation of any financial or other report in any other language) filed with such exchange; provided that, (x) if at any time LMIRT ceases to be listed on SGX-ST or any other national stock exchange, or (y) so long as the Issuer or the Guarantor is required to do so under the terms of the Existing Notes, the Issuer or the Guarantor will file with the Trustee and furnish to the Holders (in the English language):

(1) as soon as they are available, but in any event within 120 calendar days after the end of the fiscal year of LMIRT, copies of LMIRT’s financial statements (on a consolidated basis and in the English language) in respect of such financial year (including a statement of total return, statement of distribution, statement of financial position and statement of cash flows) prepared in accordance with GAAP and audited by a member firm of an internationally recognized firm of independent accountants;

(2) as soon as they are available, but in any event within 60 calendar days after the end of each of the first, second and third fiscal quarters of LMIRT, copies of LMIRT’s unaudited financial statements (on a consolidated basis and in the English language) in the form required by the listing rules of the SGX-ST; and

(3) promptly after the occurrence of (i) any Material Acquisition or Disposition or restructuring, (ii) any senior executive officer changes at the LMIRT Manager or change in auditors of LMIRT or (iii) any other material event not in the ordinary course of business, solely with respect to this sub-clause (iii), that the Guarantor, the LMIRT Manager, LMIRT or the Issuer announces publicly, a report containing a description of such event and, in the event of the occurrence of any Material Acquisition or Disposition, at the time of their issue, a copy in English of every report or other notice, statement or circular issued to the members (or any class of them) of LMIRT for any such Material Acquisition or Disposition.

(b) In addition, so long as any of the Notes remain outstanding, the Issuer or the Guarantor will provide to the Trustee (1) within 120 days after the end of each fiscal year and within 14 days of request made by the Trustee, an Officers’ Certificate stating the Fixed Charge Coverage Ratio with respect to the four most recent fiscal quarters and showing in reasonable detail the calculation of the Fixed Charge Coverage Ratio, including the arithmetic computations of each component of the Fixed Charge Coverage Ratio, with a certificate from LMIRT’s external

183 auditors verifying the accuracy and correctness of the calculation and arithmetic computation; provided that the Issuer or the Guarantor shall not be required to provide such auditor certification if LMIRT’s external auditors refuse to provide such certification as a result of a policy of such external auditors not to provide such certification and (2) as soon as possible and in any event within 10 days after the Guarantor or the Issuer becomes aware or should reasonably become aware of the occurrence of a Default (and also within 14 days after any request made by the Trustee), an Officers’ Certificate setting forth the details of the Default, and the action which the Guarantor and/or the Issuer proposes to take with respect thereto.

Events of Default The following events will be defined as “Events of Default” in the Indenture with respect to the Notes:

(a) default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise;

(b) default in the payment of interest or Additional Amounts on any Note when the same becomes due and payable, and such default continues for a period of 30 days;

(c) (x) default in the performance or breaches of the provisions of the covenants described under “— Consolidation, Merger and Sale of Assets;” or (y) failure to make or consummate an Offer to Purchase in the manner described under the captions “— Repurchase of Notes Upon a Change of Control Triggering Event;” or “— Certain Covenants — Limitation on Asset Sales;”

(d) the Guarantor or the Issuer defaults in the performance of or breaches any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes;

(e) there occurs with respect to any Indebtedness of any of the Guarantor or any Restricted Subsidiary having an outstanding principal amount of US$15.0 million (or the Dollar Equivalent thereof) or more in the aggregate for all such Indebtedness of all such Persons, whether such Indebtedness now exists or will hereafter be created, (A) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity or (B) the failure to make a principal payment of or interest or premium (subject to the applicable grace period in the relevant documents) on, or any other amounts in respect of, such Indebtedness when the same becomes due and payable;

(f) one or more final judgments or orders for the payment of money are rendered against the Guarantor or any Restricted Subsidiary and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed US$15.0 million (or the Dollar Equivalent thereof) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(g) an involuntary case or other proceeding is commenced against the Guarantor, LMIRT or any Significant Subsidiary with respect to it or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Guarantor, LMIRT or any Significant Subsidiary or for any substantial part of the property and assets of the Guarantor, LMIRT or any Significant Subsidiary and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Guarantor, LMIRT or any Significant Subsidiary under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect;

(h) the Guarantor, LMIRT or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Guarantor, LMIRT or any Significant Subsidiary or for all or substantially all of the property and assets of the Guarantor, LMIRT or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors;

184 (i) the Guarantor denies or disaffirms its obligations under the Guarantee or, except as permitted by the Indenture, the Guarantee is determined in any judicial proceeding to be unenforceable or invalid or will for any reason cease to be in full force and effect, or the Issuer or the Guarantor repudiates the Indenture, the Notes or the Guarantee or does or causes or permits to be done any act or thing evidencing an intention to repudiate such agreement, except as permitted by the Indenture;

(j) the entire issued share capital of the Issuer ceases to be wholly owned, directly or indirectly, by the Guarantor or its successor as appointed under the LMIRT Trust Deed other than as a result of a transaction permitted under the “— Consolidation, Merger and Sale of Assets” covenant;

(k) it is or will become unlawful for the Issuer or the Guarantor to perform or comply with any of its material obligations under or in respect of the Indenture, the Notes or the Guarantee;

(l) a moratorium is agreed or declared in respect of any Indebtedness of the Issuer or the Guarantor or any governmental authority shall take any action to condemn, seize, nationalize or appropriate all or a substantial part of the assets of the Guarantor or any Significant Subsidiary or all or a substantial part of the Capital Stock of the Issuer or LMIRT or the Guarantor shall be prevented from exercising normal control over all or a substantial part of its property;

(m) the capital and/or currency exchange controls in place in Singapore on the Original Issue Date shall be modified or amended in a manner that prevents the Issuer or the Guarantor from performing its respective payment obligations under the Indenture, the Notes or the Guarantee;

(n) the Guarantor resigns or is removed pursuant to the terms of the LMIRT Trust Deed and the replacement or substitute trustee is not appointed in accordance with the terms of the LMIRT Trust Deed;

(o) the LMIRT Manager is removed pursuant to the terms of the LMIRT Trust Deed, and the replacement or substitute manager is not appointed in accordance with the terms of the LMIRT Trust Deed; or

(p) LMIRT is terminated pursuant to the provisions of the LMIRT Trust Deed or LMIRT ceases to be an authorized collective investment scheme constituted in Singapore.

If an Event of Default (other than an Event of Default specified in clause (g), (h) or (i) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such Holders will, (subject to being indemnified and/or secured and/or pre-funded to its satisfaction) declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest will be immediately due and payable. If an Event of Default specified in clause (g), (h) or (i) above occurs with respect to the Guarantor or any Significant Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Issuer and to the Trustee, may on behalf of all of the Holders waive all past defaults and rescind and annul a declaration of acceleration and its consequences with respect to the Notes if:

(x) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, and

(y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

185 If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture that may involve the Trustee in personal liability or cause it to expend or risk its own funds or otherwise incur any financial liability in following such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders. In addition, the Trustee will not be required to expend its own funds or risk any liability in following any direction from the Holders if it has not been provided with indemnification, pre-funding or security satisfactory to it.

Notwithstanding anything to the contrary in the Indenture or any other document relating to the Notes, in the event the Trustee shall receive instructions from two or more groups of Holders, each holding at least 25% in aggregate principal amount of the then outstanding Notes, and the Trustee believes (in its sole discretion and subject to such legal or other advice as it may deem appropriate) that such instructions are conflicting, the Trustee may, in its sole discretion, exercise any one or more of the following options:

(i) refrain from acting on any such conflicting instructions;

(ii) take the action requested by the Holders of the highest percentage of the aggregate principal amount of the then outstanding Notes, notwithstanding any other provisions of the Indenture (and always subject to such indemnity, security and/or prefunding as is satisfactory to the Trustee); and

(iii) petition a court of competent jurisdiction for further instructions.

In all such instances where the Trustee has acted or refrained from acting as outlined above, the Trustee shall not be responsible or liable for any losses or liability of any nature whatsoever to any party.

Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have instructed the Trustee in writing and have offered to the Trustee security and/or indemnity (including by way of pre-funding) to its satisfaction against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Amounts when due, no Holder may pursue any remedy under the Indenture or the Notes, unless:

(1) the Holder has previously given the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders provide the Trustee security and/or indemnity and/or pre-funding satisfactory to the Trustee against any loss, fee, costs, liability or expense to be incurred in compliance with such written request;

(4) the Trustee does not comply with the request within 60 days after receipt of the written request and the offer of indemnity and/or security and/or pre-funding satisfactory to the Trustee; and

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a written direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest, and Additional Amounts, if any, on, such Note or any payment

186 under the Guarantee or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right will not be impaired or affected without the consent of the Holder.

Two Officers of the Guarantor must certify to the Trustee in writing, on or before a date not more than 120 days after the end of each fiscal year and within 14 days of any demand by the Trustee, that a review has been conducted of the activities of the Guarantor and the Restricted Subsidiaries and the Guarantor’s and the Issuer’s performance under the Indenture and the Notes and that the Guarantor and the Issuer have fulfilled all of their respective obligations thereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Guarantor and/or the Issuer will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture. See “— Provision of Financial Statements and Reports.”

None of the Trustee or any Agent is obligated to do anything to ascertain whether any Event of Default or Default has occurred or is continuing and will not be responsible to Holders or any other person for any loss arising from any failure by it to do so, and each of the Trustee and the Agents may assume that no such event has occurred and that the Issuer and the Guarantor are performing all of their obligations under the Indenture and the Notes unless the Trustee or the Agent, as the case may be, has received written notice of the occurrence of such event or facts establishing that a Default or an Event of Default has occurred or that the Issuer and the Guarantor are not performing all of their obligations under the Indenture and/or the Notes.

No Payments for Consents The Guarantor will not, and the Guarantor will not permit, LMIRT or any Subsidiaries of the Guarantor to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture, the Notes or Guarantee, unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to such consent, waiver or amendment.

Notwithstanding the foregoing, the Guarantor, LMIRT or its Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture, to exclude Holders in any jurisdiction where (A) the solicitation of such consent, waiver or amendment in the manner deemed appropriate by the Guarantor and the Issuer and the payment of consideration therefor would require either of the Guarantor or the Issuer to (i) file a registration statement, prospectus or similar document or subject the Guarantor or the Issuer to ongoing periodic reporting or similar requirements under any securities laws (including, but not limited to, the United States federal securities laws and the laws of the European Union or its member states), (ii) qualify as a foreign corporation or other entity or as a dealer in securities in such jurisdiction if it is not otherwise required to so qualify, (iii) generally consent to service of process in any such jurisdiction or (iv) subject the Guarantor or the Issuer to taxation in any such jurisdiction if it is not otherwise so subject; or (B) such solicitation would otherwise not be permitted under applicable law in such jurisdiction.

Defeasance Defeasance and Discharge The Indenture will provide that the Issuer will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 183rd day after the deposit referred to below and payments of all amounts due to the Trustee, and the provisions of the Indenture will no longer be in effect with respect to the Notes (except for, among other matters, certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things:

(A) the Issuer has (1) deposited with the Trustee (or another entity designated by the Trustee for such purpose), in trust, cash in U.S. dollars, U.S. Government Obligations or a combination thereof that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with

187 the terms of the Indenture and the Notes and (2) delivered to the Trustee a certificate of an internationally recognized firm of independent accountants to the effect that the amount deposited by the Issuer is sufficient to provide payment for the principal of, premium, if any, and accrued interest on, the Notes on the Stated Maturity of such payment in accordance with the terms of the Indenture and the Notes and an Opinion of Counsel to the effect that the Holders have a valid, perfected, exclusive security in such trust;

(B) the Issuer has delivered to the Trustee an Opinion of Counsel of recognized international standing to the effect that the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940, as amended, and after the passage of 183 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

(C) the Issuer shall have delivered to the Trustee an Officers’ Certificate of the Issuer stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others; and

(D) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, will have occurred and be continuing on the date of such deposit or during the period ending on the 183rd day after the date of such deposit, and such defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Guarantor, LMIRT or any of the Restricted Subsidiaries is a party or by which the Guarantor, LMIRT or any of the Restricted Subsidiaries is bound.

In the case of either discharge or defeasance of the Notes, the Guarantee will terminate.

Defeasance of Certain Covenants The Indenture further will provide that the provisions of the Indenture applicable to the Notes will no longer be in effect with respect to clauses (c) and (d) under the second paragraph under “— Consolidation, Merger and Sale of Assets” and all the covenants described herein under “— Certain Covenants” other than as described under clause (f) of the covenant described under “— Certain Covenants — Limitation on Indebtedness and Preferred Stock”, clause (c) under “— Events of Default” with respect to such clauses (c) and (d) under the second paragraph under “— Consolidation, Merger and Sale of Assets” and with respect to the other events set forth in such clause, clause (d) under “— Events of Default” with respect to such other covenants and clauses (e) and (f) under “— Events of Default” will be deemed not to be Events of Default upon, among other things, the deposit with the Trustee, in trust, of U.S. dollars, U.S. Government Obligations or a combination thereof that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, Additional Amounts, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Indenture and the Notes, the satisfaction of the provisions described in clause (B) and (C) of the preceding paragraph and the delivery by the Issuer to the Trustee of an Opinion of Counsel of recognized international standing with respect to U.S. federal income tax matters to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit and defeasance had not occurred.

Defeasance and Certain Other Events of Default If in the event (i) the Issuer exercises its option to omit compliance with certain covenants and provisions of the Indenture as described in the immediately preceding paragraph and the Notes are declared due and payable because of the occurrence of an Event of Default that remains applicable and (ii) the amount of U.S. dollars and/or U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the Notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the Notes at the time of the acceleration resulting from such Event of Default, the obligations of the Issuer under the Indenture will be revived and no such defeasance will be deemed to have occurred.

188 Satisfaction and Discharge The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when:

(1) either:

(a) all of the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust by the Issuer and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation; or

(b) (i) all Notes not previously delivered to the Trustee for cancellation (A) have become due and payable, (B) will become due and payable at their Stated Maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; and (ii) the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds, in cash in U.S. dollars or U.S. Government Obligations, or a combination thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be, together with irrevocable written instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at Stated Maturity or on the redemption date, as the case may be;

(2) the Issuer or the Guarantor has paid all other sums payable under the Indenture; and

(3) such deposit will not result in a breach or violation of, or constitute a default under, any material instruments to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound, including the Indenture.

In addition, the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendments and Waivers Amendments Without Consent of Holders The Indenture, the Notes and the Guarantee may be amended, without the consent of any Holder of Notes, to:

(1) cure any ambiguity, defect, omission or inconsistency in the Indenture, the Notes or the Guarantee;

(2) comply with the provisions described under “— Consolidation, Merger and Sale of Assets;”

(3) evidence and provide for the acceptance of appointment by a successor Trustee;

(4) release the Guarantor from the Guarantee as provided or permitted by the terms of the Indenture or add any guarantor or any guarantee;

(5) add collateral to secure the Notes or the Guarantee;

(6) provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture;

(7) in any other case where a supplemental indenture to the Indenture is required or permitted to be entered into pursuant to the provisions of the Indenture without the consent of any Holder;

(8) effect any changes to the Indenture in a manner necessary to comply with the procedures of Euroclear or Clearstream or any applicable securities depository or clearing system;

189 (9) conform the text of the Indenture, the Notes or the Guarantee to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Guarantee;

(10) make any other change, as certified in the Issuer’s Officer’s Certificate that does not materially and adversely affect the rights of any Holder of Notes; or

(11) permit any successor to Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) to the extent such successor is appointed pursuant to the terms of the LMIRT Trust Deed, to become the Guarantor under the Indenture.

In connection with the matters indicated above, the Trustee shall be entitled to rely on an Opinion of Counsel and an Officer’s Certificate to the effect that the entry into such amendment, supplement or waiver is authorized or permitted.

Amendments With Consent of Holders Except as provided below, amendments of the Indenture, the Notes and the Guarantee may be made by the Issuer, the Guarantor and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer or the Guarantor with any provision of the Indenture, the Notes or the Guarantee; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder:

(1) change the Stated Maturity of the principal of, or any instalment of interest on, any Note;

(2) reduce the principal amount of, or premium, if any, or interest on, any Note;

(3) change the currency, time or place of payment of principal of, or premium, if any, or interest on, any Note;

(4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or the Guarantee;

(5) reduce the above stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend the Indenture, the Notes and the Guarantee;

(6) waive a default in the payment of principal of, premium, if any, or interest on the Notes;

(7) release the Guarantor from the Guarantee, except as provided in the Indenture;

(8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture, the Notes or the Guarantee or for waiver of certain defaults;

(9) amend, change or modify the Guarantee in a manner that adversely affects the Holders;

(10) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or, change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale;

(11) change the redemption date or the redemption price of the Notes from that stated under the captions “— Optional Redemption” or “— Redemption for Taxation Reasons;”

(12) amend, change or modify the obligation of the Issuer or the Guarantor to pay Additional Amounts; or

190 (13) amend, change or modify any provision of the Indenture or the related definition affecting the ranking of the Notes or the Guarantee in a manner which adversely affects the Holders.

The consent of the Holders is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, the Issuer is required to mail to each Holder at such Holder’s address appearing in the Register (as defined herein) a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment.

Unclaimed Money Claims against the Issuer for the payment of principal of, premium, if any, or interest, on the Notes will become void unless presentation for payment is made as required in the Indenture within a period of six years.

No Personal Liability of Incorporators, Shareholders, Officers, Directors or Employees No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer, the LMIRT Manager or the Guarantor in the Indenture, or in any of the Notes or the Guarantee or because of the creation of any Indebtedness represented thereby, will be had against any incorporator, shareholder, officer, commissioner, director, employee or controlling person of the Issuer, the LMIRT Manager or the Guarantor or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Guarantee. Such waiver may not be effective to waive liabilities under the applicable securities laws.

Concerning the Trustee and the Agents Citicorp International Limited is to be appointed as Trustee under the Indenture, and Citibank N.A., London Branch is to be appointed as Principal Paying Agent with regard to the Notes. Citibank, N.A., London Branch is to be appointed registrar (the “Registrar”) and transfer agent (the “Transfer Agent”) with regard to the Notes. Except during the continuance of a Default, the Trustee will not be liable, except for the performance of such duties and only such duties as are specifically set forth in the Indenture, and no implied covenant or obligation shall be read into the Indenture against the Trustee and the Agents. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under the Indenture as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. If a Default or an Event of Default occurs and is continuing, all Agents will be required to act on the Trustee’s direction.

Pursuant to the terms of the Indenture and the Notes, the Issuer and the Guarantor will reimburse the Trustee and the Agents for all incurred costs and expenses.

The Trustee is permitted to engage in transactions with the Issuer, the Guarantor, LMIRT and their Affiliates and nothing herein shall obligate the Trustee to account for any profits earned from any business or transactional relationship; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign.

Notwithstanding anything to the contrary herein and except as specifically set forth in the Indenture, whenever the Trustee is required or entitled by the terms of the Indenture to exercise any discretion or power, take any action of any nature, make any decision or give any direction or certification, the Trustee is entitled, prior to exercising any such discretion or power, taking any such action, making any such decision, or giving any such direction or certification, to solicit Holders for direction, and the Trustee is not responsible for any loss or liability incurred by any person as a result of any delay in it exercising such discretion or power, taking such action, making such decision, or giving such direction or certification where the Trustee is seeking such directions or the non-exercise of such discretion or power, or not taking any such action or making any such decision or giving any such direction or certification in the absence of any such directions from Holders. In any event, and as provided elsewhere herein, even where the Trustee has been directed by the Holders, the Trustee shall not be required to exercise any such discretion, power or take any such action as aforesaid unless it has been indemnified and/or secured and/or prefunded to its satisfaction.

191 The Trustee will be under no obligation to exercise any rights or powers conferred under the Indenture for the benefit of the Holders at the written request or direction of any Holders unless such Holders have instructed the Trustee in writing and provided to the Trustee indemnity, pre-funding and/or security satisfactory to the Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. The foregoing prefunding requirements shall be in addition, and subject in all respects, to any other requirements of the Trustee regarding the indemnity, pre-funding or security to be provided to it in connection with any such enforcement request, including requirements regarding the creditworthiness of the requesting Holders.

Nothing in the Indenture shall require the Trustee to exercise any discretion in making any investments of any money at any time received by it pursuant to any of the provisions of the Indenture or the Notes. The Trustee shall be entitled to hold funds uninvested without liability to account for any interest to any party hereto.

In the exercise of its duties, the Trustee shall not be responsible for the verification of the accuracy or completeness of any certification, opinion or other documents submitted to it by the Issuer and is entitled to rely conclusively on the information contained therein. Notwithstanding anything described herein, the Trustee has no duty to monitor the performance or compliance of the Guarantor, the Issuer or any other Restricted Subsidiary in the fulfillment of their respective obligations under the Indenture, the Guarantee and the Notes. Furthermore, each Holder, by accepting the Notes will agree, for the benefit of the Trustee, that it is solely responsible for its own independent appraisal of and investigation into all risks arising under or in connection with the Indenture and has not relied on and will not at any time rely on the Trustee in respect of such risks.

For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Issuer will appoint and maintain a paying agent in Singapore, where the Notes may be presented or surrendered for payment or redemption, if definitive Notes are issued in exchange for Global Notes. The Issuer will announce through the SGX-ST any issue of definitive Notes in exchange for Global Notes, including in the announcement all material information on the delivery of the definitive Notes and details of the paying agent in Singapore.

The Registrar will maintain a register reflecting ownership of the Notes outstanding from time to time (the “Register”) and will make payments on and facilitate transfer of the Notes on behalf of the Issuer.

None of the Trustee, the Agents or any of their respective agents will have any responsibility or be liable for any aspect of the records relating to the book-entry interests.

The Issuer may change the Principal Paying Agent, the Registrar or the Transfer Agent without prior notice to the Holders.

Book-Entry; Delivery and Form The Notes will be represented by a global note in registered form without interest coupons attached (the “Global Note”). On the Original Issue Date, the Global Note will be deposited with a common depositary and registered in the name of the common depositary or its nominee for the accounts of Euroclear and Clearstream.

Global Note Ownership of beneficial interests in the Global Note (the “book-entry interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream or persons that may hold interests through such participants. Book-entry interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream and their participants.

Except as set forth below under “— Individual Definitive Notes,” the book-entry interests will not be held in definitive form. Instead, Euroclear and/or Clearstream will credit on their respective book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair the ability to own, transfer or pledge book-entry interests.

192 So long as the Notes are held in global form, the common depositary for Euroclear and/or Clearstream (or its nominee) will be considered the sole holder of the Global Note for all purposes under the Indenture and “holders” of book-entry interests will not be considered the owners or “Holders” of the Notes for any purpose. As such, participants must rely on the procedures of Euroclear and Clearstream and indirect participants must rely on the procedures of the participants through which they own book-entry interests in order to transfer their interests in the Notes or to exercise any rights of Holders under the Indenture.

None of the Issuer, the Trustee or any of their respective agents will have any responsibility or be liable for any aspect of the records relating to the book-entry interests. The Notes are not issuable in bearer form.

Payments on the Global Note Payments of any amounts owing in respect of the Global Note (including principal, premium, interest and Additional Amounts) will be made to the Principal Paying Agent in U.S. dollars. The Principal Paying Agent will, in turn, make such payments to the common depositary for Euroclear and Clearstream, which will distribute such payments to participants in accordance with their procedures. The Issuer and the Guarantor will make payments of all such amounts without deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, except as may be required by law and as described under “— Additional Amounts.”

Under the terms of the Indenture, the Issuer, the Guarantor, the Trustee and the Agents will treat the registered holder of the Global Note (i.e., the common depositary or its nominee) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, the Guarantor, the Trustee or any of their respective agents has or will have any responsibility or liability for:

Š any aspect of the records of Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest, for any such payments made by Euroclear, Clearstream or any participant or indirect participants, or for maintaining, supervising or reviewing any of the records of Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest; or

Š Euroclear, Clearstream or any participant or indirect participant.

Payments by participants to owners of book-entry interests held through participants are the responsibility of such participants.

Redemption of the Global Note In the event any Global Note, or any portion thereof, is redeemed, the common depositary will distribute the U.S. dollar amount received by it in respect of the Global Note so redeemed to Euroclear and/or Clearstream, as applicable, who will distribute such amount to the holders of the book-entry interests in such Global Note. The redemption price payable in connection with the redemption of such book-entry interests will be equal to the U.S. dollar amount received by the common depositary, Euroclear or Clearstream, as applicable in connection with the redemption of such Global Note (or any portion thereof). The Issuer understands that under existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or on such other basis as they deem fair and appropriate; provided, however, that no book-entry interests of US$200,000 principal amount, or less, as the case may be, will be redeemed in part.

Action by Owners of Book-Entry Interests Euroclear and Clearstream have advised that they will take any action permitted to be taken by a Holder of Notes only at the direction of one or more participants to whose account the book-entry interests in a Global Note are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Note. If there is an Event of Default under the Notes,

193 however, each of Euroclear and Clearstream reserves the right to exchange the Global Note for individual definitive notes in certificated form, and to distribute such individual definitive notes to their participants.

Transfers Transfers between participants in Euroclear and Clearstream will be effected in accordance with Euroclear and Clearstream’s rules and will be settled in immediately available funds. If a Holder requires physical delivery of individual definitive notes for any reason, including to sell the Notes to persons in jurisdictions which require physical delivery of such securities or to pledge such securities, such Holder must transfer its interest in the Global Note in accordance with the normal procedures of Euroclear and Clearstream and in accordance with the provisions of the Indenture.

Book-entry interests in the Global Note will be subject to the restrictions on transfer discussed under “Transfer Restrictions.”

Any book-entry interest in a Global Note that is transferred to a person who takes delivery in the form of a book-entry interest in another Global Note (if applicable) will, upon transfer, cease to be a book- entry interest in the first-mentioned Global Note and become a book-entry interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to book-entry interests in such other Global Note for as long as it retains such a book-entry interest.

Global Clearance and Settlement under the Book-Entry System Book-entry interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable. Book-entry interests will be credited to the securities custody accounts of Euroclear and Clearstream holders on the business day following the settlement date against payment for value on the settlement date.

The book-entry interests will trade through participants of Euroclear or Clearstream, and will settle in same-day funds. Since the purchaser determines the place of delivery, it is important to establish at the time of trading of any book-entry interests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Information Concerning Euroclear and Clearstream The Issuer understands as follows with respect to Euroclear and Clearstream:

Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book- entry changes in accounts of such participants. Euroclear and Clearstream provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions, such as underwriters, securities brokers and dealers, banks and trust companies, and certain other organizations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly.

Although the foregoing sets out the procedures of Euroclear and Clearstream in order to facilitate the original issue and subsequent transfers of interests in the Notes among participants of Euroclear and Clearstream, neither Euroclear nor Clearstream is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time.

None of the Issuer, the Guarantor, the Trustee or any of their respective agents will have responsibility for the performance of Euroclear or Clearstream or their respective participants of their respective obligations under the rules and procedures governing their operations, including, without limitation, rules and procedures relating to book-entry interests.

Individual Definitive Notes If (1) the common depositary or any successor to the common depositary is at any time unwilling or unable to continue as a depositary for the reasons described in the Indenture and a successor

194 depositary is not appointed by the Issuer within 90 days, (2) either Euroclear or Clearstream, or a successor clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to permanently cease business or does in fact do so, or (3) any of the Notes has become immediately due and payable in accordance with “— Events of Default” and the Issuer has received a written request from a Holder, the Issuer upon prior written notice given to the Trustee, will issue individual definitive notes in registered form in exchange for the Global Note. Upon receipt of such notice from the common depositary or the Trustee, as the case may be, the Issuer will use its best efforts to make arrangements with the common depositary for the exchange of interests in the Global Note for individual definitive notes and cause the requested individual definitive notes to be executed and delivered to the Registrar in sufficient quantities and authenticated by or on behalf of the Registrar for delivery to the Holders. Persons exchanging interests in a Global Note for individual definitive notes will be required to provide the Registrar, through the relevant clearing system, with written instruction and other information required by the Issuer and the Registrar to complete, execute and deliver such individual definitive notes. In all cases, individual definitive notes delivered in exchange for any Global Note or beneficial interest therein will be registered in the names, and issued in any approved denominations, requested by the relevant clearing system.

Individual definitive notes will not be eligible for clearing and settlement through Euroclear or Clearstream.

Notices All notices or demands required or permitted by the terms of the Notes or the Indenture to be given to or by the Holders are required to be in writing (in English) and may be given or served by being sent by prepaid courier or by being deposited, first-class postage prepaid, in the mails of the relevant jurisdiction (if intended for the Issuer or the Guarantor) addressed to the Issuer or the Guarantor, as the case may be, at the registered office of the Issuer or the Guarantor, as the case may be; (if intended for the Trustee) addressed to the Trustee at the specified corporate trust administration office of the Trustee; and (if intended for any Holder) addressed to such Holder at such Holder’s last address as it appears in the Note register (or otherwise delivered to such Holders in accordance with applicable Euroclear or Clearstream procedures).

Any such notice or demand will be deemed to have been sufficiently given or served when so sent or deposited and, if to the Holders, when delivered in accordance with the applicable rules and procedures of Euroclear or Clearstream, as the case may be. Any such notice shall be deemed to have been delivered on the day such notice is delivered to Euroclear or Clearstream, as the case may be, or if by mail, when so sent or deposited.

Acknowledgement by Parties (a) Notwithstanding any provision to the contrary in the Indenture, each of the parties to the Indenture, and each Holder, by accepting the Notes, hereby agrees and acknowledges that Perpetual (Asia) Limited (“Perpetual”) has entered into the Indenture only in its capacity as trustee of LMIRT and not in its personal capacity and all references to the Guarantor in the Indenture shall be construed accordingly. Accordingly, notwithstanding any provision to the contrary in the Indenture, Perpetual has assumed all obligations under the Indenture in its capacity as trustee of LMIRT and not in its personal capacity. Any liability of or indemnity, covenant, undertaking, representation and/or warranty given or to be given by the Guarantor under the Indenture is given by Perpetual in its capacity as trustee of LMIRT and not in its personal capacity and any power or right conferred on any receiver, attorney, agent and/or delegate by the Guarantor is and shall be limited to the assets of LMIRT over which Perpetual in its capacity as trustee of LMIRT has recourse and shall not extend to any personal assets of Perpetual or any assets held by Perpetual in its capacity as trustee of any trust (other than LMIRT). Any obligation, matter, act, action or thing required to be done, performed or undertaken by the Guarantor under the Indenture shall only be in connection with the matters relating to LMIRT and shall not extend to the obligations of the Perpetual in respect of any other trust or real estate investment trust of which it is trustee.

(b) Notwithstanding any provision to the contrary in the Indenture, each of the parties to the Indenture hereby agrees and acknowledges that the obligations of the Guarantor under the

195 Indenture will be solely the corporate obligations of the Guarantor and there shall be no recourse against the shareholders, directors, officers or employees of Perpetual for any claims, losses, damages, liabilities or other obligations whatsoever in connection with any of the transactions contemplated by the provisions of the Indenture.

(c) For the avoidance of doubt, any legal action or proceedings commenced against the Guarantor whether in Singapore or elsewhere pursuant to the Indenture shall be brought against Perpetual in its capacity as trustee of LMIRT and not in its personal capacity.

(d) The foregoing shall not restrict or prejudice the rights or remedies of the Trustee under law or equity arising from or in connection with any gross negligence, fraud or breach of trust of the Guarantor.

(e) The provisions of this clause shall apply, mutatis mutandis, to any notice, certificate or other document which the Guarantor issues under or pursuant to the Indenture, as if expressly set out in such notice, certificate or document, and shall survive the termination or rescission of the Indenture.

Consent to Jurisdiction; Service of Process The Issuer and the Guarantor will irrevocably (i) submit to the non-exclusive jurisdiction of any U.S. federal or New York state court located in the Borough of Manhattan, The City of New York in connection with any suit, action or proceeding arising out of, or relating to, any Note, the Guarantee or the Indenture or any transaction contemplated thereby and (ii) designate and appoint Law Debenture Corporate Services Inc. at 801 2nd Avenue, Suite 403, New York, NY 10017 for receipt of service of process in any such suit, action or proceeding.

Governing Law Each of the Notes, the Guarantee and the Indenture provides that such instrument will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Definitions Set forth below are defined terms used in the covenants and other provisions of the Indenture. Reference is made to the Indenture for other capitalized terms used in this “Description of the Notes” for which no definition is provided.

“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset Acquisition by such Restricted Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary or the Asset Acquisition.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield in maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Affiliate” means, with respect to any Person, any other Person (a) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person, (b) who is a director or officer of such Person or any Subsidiary of such Person or of any Person referred to in clause (a) of this definition, or (c) who is a spouse, child or step-child, parent or step-parent, brother, sister, step- brother or step-sister, parent-in-law, grandchild, grandparent, uncle, aunt, nephew and niece of a Person described in clause (a) or (b). For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

196 “Agent” means any Registrar, Transfer Agent, Principal Paying Agent, their respective co-agent and additional agent.

“Aggregate Leverage” means, as defined under the Property Funds Appendix, the total borrowings and deferred payments of a real estate investment trust, or such other definition as may from time to time be provided for under the Property Funds Appendix.

“Applicable Premium” means with respect to a Note at any redemption date, the greater of (i) 1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Note on , (such redemption price being described in “Optional Redemption” exclusive of any accrued interest) plus (2) all required remaining scheduled interest payments due on such Note through , (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate plus 50 basis points, over (B) the principal amount of such Note.

“Asset Acquisition” means (a) an Investment by the Guarantor or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Guarantor or any Restricted Subsidiary, or (b) an acquisition by the Guarantor or any Restricted Subsidiary of the property and assets of any Person other than the Guarantor or any Restricted Subsidiary that constitute substantially all of a division or line of business of such Person.

“Asset Disposition” means the sale or other disposition by the Guarantor or any Restricted Subsidiary (other than to the Guarantor or another Restricted Subsidiary) of (a) all or substantially all of the Capital Stock of any Restricted Subsidiary or (b) all or substantially all of the assets that constitute a division or line of business of the Guarantor or any Restricted Subsidiary.

“Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or Sale and Leaseback Transaction and including any sale or issuance of the Capital Stock of any Restricted Subsidiary) in one transaction or a series of related transactions by the Guarantor or any Restricted Subsidiary to any Person other than the Guarantor or any Restricted Subsidiary of any of its property or assets (including Capital Stock), in each case that is not governed by the provisions of the “— Consolidation, Merger and Sale of Assets” covenant; provided that “Asset Sale” shall not include:

(a) sales, transfers or other dispositions of inventory, (including properties under development for sale and completed properties for sale) in the ordinary course of business;

(b) sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made under the “— Limitation on Restricted Payments” covenant;

(c) sales, transfers or other dispositions of assets with a Fair Market Value not in excess of US$1.0 million (or the Dollar Equivalent thereof) in any transaction or series of related transactions;

(d) the disposition of cash or Temporary Cash Investments;

(e) sales, transfers or other dispositions by the Guarantor or any Restricted Subsidiary of Qualified Receivables in any Qualified Receivables Transactions permitted under clause (q) of the definition of Permitted Lien;

(f) any sale, transfer, assignment or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of LMIRT, the Guarantor or its Restricted Subsidiaries; or

(g) any transfer, assignment or other disposition deemed to occur in connection with creating or granting any Permitted Lien.

“Attributable Indebtedness” means, in respect of a Sale and Leaseback Transaction, at the time of determination, the present value, discounted at the interest rate borne by the Notes of the total obligations of the lessee for rental payments during the remaining term of the lease in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended.

197 “Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (a) the sum of the products of (i) the number of years from such date of determination to the dates of each successive scheduled principal payment or redemption or similar payment of such Indebtedness and (ii) the amount of such principal payment by (b) the sum of all such principal payments.

“Board of Directors” means the board of directors elected or appointed by the shareholders of the LMIRT Manager to manage the business of LMIRT or any committee of such board duly authorized to take the action purported to be taken by such committee.

“Board Resolution” means any resolution of the Board of Directors taking an action which it is authorized to take and adopted at a meeting duly called and held at which a quorum of disinterested members (if so required) was present and acting throughout or adopted by written resolution executed by a majority of the Board of Directors.

“Business Day” means any day which is not a Saturday, Sunday, legal holiday or other day on which banking institutions in The City of New York, Hong Kong or Singapore (or in any other place in which payments on the Notes are to be made) are authorized by law or governmental regulation to close.

“Capitalized Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person. For the purpose of the “— Limitation on Liens” covenant, a Capitalized Lease will be deemed to be secured by a Lien on the property being leased.

“Capitalized Lease Obligations” means the capitalized amount of any rental obligations under a Capitalized Lease in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of penalty.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Original Issue Date or issued thereafter, including, without limitation, all Common Stock, Preferred Stock and Perpetual Securities.

“Change of Control” means the occurrence of one or more of the following events:

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Guarantor and the Restricted Subsidiaries, taken as a whole, in each case, to any “person” (within the meaning of Section 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder;

(b) LMIRT consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, LMIRT, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of LMIRT or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of LMIRT outstanding immediately prior to such transaction is converted into or exchanged for (or continues as) Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and in substantially the same proportion as before the transaction;

(c) LMIRT Management Ltd. (in its capacity as manager of LMIRT) while it is the manager of LMIRT ceases to be controlled, directly or indirectly, by a Permitted Holder;

(d) LMIRT Management Ltd. ceases to be the manager of LMIRT and the new manager of LMIRT is controlled by any Person other than a Permitted Holder;

(e) individuals who on the Original Issue Date constituted the Board of Directors (together with any new directors whose election by the Board of Directors was approved by a vote of at least 66% of the members of the Board of Directors then in office who were members of the Board of Directors

198 on the Original Issue Date or whose election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office; or

(f) the adoption of a plan relating to the liquidation or dissolution of LMIRT.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and Ratings Decline.

“CIS Code” means the code on collective investment schemes issued by the Monetary Authority of Singapore pursuant to Section 321 of the Securities and Futures Act, Chapter 289 of Singapore, as amended, varied or supplemented from time to time.

“Common Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s units, common stock or ordinary shares, whether or not outstanding at the date of the Indenture, and include, without limitation, all series and classes of such units, common stock or ordinary shares.

“Comparable Treasury Issue” means the United States Treasury security having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date: (1) the average bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (of any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”; or (2) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (a) the average of Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if fewer than three such Reference Treasury Dealer Quotations are available, the average of all such quotations.

“Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period and (b) all cash and non-cash dividends accrued or accumulated during such period on any Disqualified Stock or Preferred Stock of LMIRT, the Guarantor or any Restricted Subsidiary (other than on a separate class of shares held by a third party in a Joint Operation) held by Persons other than LMIRT, the Guarantor or any Wholly-Owned Restricted Subsidiary except for dividends payable in Capital Stock (other than Disqualified Stock) of LMIRT.

“Consolidated Interest Expense” means, for any period, the aggregate amount of interest accrued, paid or payable (including the net costs associated with Hedging Obligations and any capitalized interest but excluding the amortization of fees and other charges) by LMIRT and the Restricted Subsidiaries during such period, as determined on a consolidated basis for LMIRT and the Restricted Subsidiaries; provided that interest expense attributable to interest on any Indebtedness bearing a floating interest rate will be computed on a pro forma basis as if the rate in effect on the date of determination had been the applicable rate for the entire relevant period.

“Consolidated Net Property Income” means, with respect to any specified Person, for any period, the net property income for the period, as determined on a consolidated basis for such Person and the Restricted Subsidiaries of such Person from the most recently available annual, semi-annual or quarterly financial statements (which may be internal consolidated financial statements) of such Person, as the case may be.

“Consolidated Net Worth” means, at any date of determination, unitholders funds as set forth on the most recently available quarterly, semi-annual or annual consolidated financial statements (which may be internal consolidated financial statements) of LMIRT or any Surviving Person, as the case may be, in each case prepared in accordance with GAAP (which the Guarantor will use its reasonable best efforts to cause LMIRT to compile in a timely manner), plus, to the extent not included, the par or stated value of any Preferred Stock of LMIRT, less any amounts attributable to Disqualified Stock or

199 any equity security convertible into or exchangeable for Indebtedness, any accumulated deficit, the cost of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of LMIRT or any Restricted Subsidiary, each item to be determined in conformity with GAAP.

“Contractor Guarantees” means guarantees by LMIRT, the Guarantor or any Restricted Subsidiary of Indebtedness of any contractor, builder or other similar Person engaged by LMIRT, the LMIRT Manager, the Guarantor or such Restricted Subsidiary in connection with the development, construction or improvement of real or personal property or equipment to be used in a Permitted Business by LMIRT or any Restricted Subsidiary in the ordinary course of business, which Indebtedness was Incurred by such contractor, builder or other similar Person to finance the cost of such development, construction or improvement.

“Currency Agreement” means any foreign exchange forward contract, currency swap agreement or other similar agreement or arrangement designed to protect against fluctuations in foreign exchange rates.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is (1) required to be redeemed on or prior to the date that is 366 days after the Stated Maturity of the Notes, (2) redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 366 days after the Stated Maturity of the Notes or (3) convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity on or prior to the date that is 366 days after the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the date that is 366 days after the Stated Maturity of the Notes will not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in the “— Certain Covenants — Limitation on Asset Sales” and “— Repurchase of Notes Upon a Change of Control Triggering Event” covenants and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Issuer’s or the Guarantor’s repurchase of such Notes as are required to be repurchased pursuant to the “— Certain Covenants — Limitation on Asset Sales” and “— Repurchase of Notes Upon a Change of Control Triggering Event” covenants.

“Distributable Income” means, with respect to LMIRT, for any period, the amount available for distribution to unitholders and an amount reserved for distribution to perpetual security holders for the period as set forth in the most recently available quarterly, semi-annual or annual consolidated financial statements (which may be internal consolidated financial statements), as the case may be, in each case prepared in accordance with, and determined in conformity with, GAAP.

“Dollar Equivalent” means, with respect to any monetary amount in (i) Rupiah, at any time for the determination thereof, the amount of US Dollars obtained by converting such Rupiah amounts involved in such computation into US Dollars at the base rate for the purchase of US Dollars with the applicable Rupiah as quoted by Bank Indonesia on the date of determination and (ii) with respect to any monetary amount in any currencies other than Rupiah and US Dollars, at any time for the determination thereof, the amount of US Dollars obtained by converting such foreign currency involved in such computation into US Dollars at the noon buying rate for US Dollars in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York on the date of determination.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any private or public underwritten offering of Common Stock of LMIRT after the Original Issue Date to any Person other than an Affiliate of LMIRT; provided that the aggregate net cash proceeds received by LMIRT from such offering shall be no less than US$25.0 million (or the Dollar Equivalent thereof).

200 “Existing Notes” means the Issuer’s 7.25% Guaranteed Senior Notes due 2024.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution.

“Finance Subsidiary” means a Wholly-Owned Restricted Subsidiary of the Guarantor or another Finance Subsidiary (other than the Issuer) (i) the operations of which are primarily comprised of Incurring Indebtedness to Persons other than the Guarantor or any of its Subsidiaries from time to time to finance the operations of the Guarantor, its Restricted Subsidiaries and/or LMIRT and other activities incidental, related to or ancillary to such operations, including activities related to the establishment or maintenance of its corporate existence; and (ii) which conducts no business and owns no material assets other than (w) any equity interests in another Finance Subsidiary, (x) intercompany loans or other securities representing the proceeds of Indebtedness described in clause (i), (y) any such debt obligations upon a repurchase, redemption or other acquisition thereof and prior to cancellation thereof, and (z) cash held for purposes similar to those for which the Issuer is permitted to hold cash pursuant to the “— Limitation on Business Activities” covenant.

“Fitch” means Fitch Ratings Ltd. and its affiliates or any successor to the rating agency business thereof.

“Fixed Charge Coverage Ratio” means, on any Transaction Date, the ratio of (a) the aggregate amount of Consolidated Net Property Income for the then most recent four quarterly periods prior to such Transaction Date for which consolidated financial statements of LMIRT (which the Guarantor will use its reasonable best efforts to compile in a timely manner) are available (which may be internal consolidated financial statements) (the “Four Quarterly Period”) to (b) the aggregate Consolidated Fixed Charges during such Four Quarterly Period. In making the foregoing calculation:

(a) pro forma effect shall be given to any Indebtedness or Preferred Stock Incurred, repaid or redeemed during the period (the “Reference Period”) commencing on and including the first day of the Four Quarterly Period and ending on and including the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarterly Period), in each case as if such Indebtedness or Preferred Stock had been Incurred, repaid or redeemed on the first day of such Reference Period;

(b) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period;

(c) pro forma effect will be given to the creation, designation or redesignation of Restricted Subsidiaries and Unrestricted Subsidiaries as if such creation, designation or redesignation had occurred on the first day of such Reference Period;

(d) pro forma effect shall be given to Asset Sales and Asset Acquisitions and Investments (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and

(e) pro forma effect shall be given to asset dispositions and asset acquisitions and investments (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into LMIRT, the Guarantor or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Sales or Asset Acquisitions or Investments had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period;

201 provided that to the extent that clause (d) or (e) of this paragraph requires that pro forma effect be given to an Asset Acquisition or Asset Sales (or asset acquisition or asset disposition), such pro forma calculation shall be based upon the four full quarterly periods immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available.

“GAAP” means generally accepted accounting principles in the Republic of Singapore as in effect from time to time, and, where the context so requires, as applicable to unit trusts established under the laws of Singapore.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

“Guarantee” means the guarantee by the Guarantor of the Issuer’s obligations under the Indenture and the Notes, executed pursuant to the provisions of the Indenture.

“Hedging Obligation” of any Person means the obligations of such Person pursuant to any Currency Agreement or Interest Rate Agreement.

“Holder” means the Person in whose name a Note is registered in the Note register.

“Incur” means, with respect to any Indebtedness or Capital Stock, to incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness or Capital Stock; provided that (a) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and (b) the accretion of original issue discount, the accrual of interest, the accrual of dividends, the payment of interest in the form of additional Indebtedness and the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock (to the extent provided for when the Indebtedness or Preferred Stock on which such interest or dividend is paid was originally issued) shall not be considered an Incurrence of Indebtedness. The terms “Incurrence,” “Incurred” and “Incurring” have meanings correlative with the foregoing.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication):

(a) all indebtedness of such Person for borrowed money;

(b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(c) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including any premium to the extent such premium has become due and payable);

(d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except Trade Payables;

(e) all Capitalized Lease Obligations and Attributable Indebtedness;

(f) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (i) the Fair Market Value of such asset at such date of determination and (ii) the amount of such Indebtedness;

202 (g) all Indebtedness of other Persons guaranteed by such Person to the extent such Indebtedness is guaranteed by such Person;

(h) to the extent not otherwise included in this definition, Hedging Obligations; and

(i) all Disqualified Stock issued by such Person valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends.

Notwithstanding the foregoing, Indebtedness shall not include (i) tenant security deposits and advance payments received from tenants in the ordinary course of business and (ii) any capital commitments or similar obligations Incurred in the ordinary course of business in connection with the acquisition, development, construction or improvement of real or personal property (including land use rights) to be used in a Permitted Business; provided that in the case of (ii) such Indebtedness is not reflected on the balance sheet of LMIRT or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet).

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation; provided that:

(a) the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, and

(b) money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to pre-fund the payment of the interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such interest.

“Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement designed to protect against fluctuations in interest rates.

“Investment” means:

(a) any direct or indirect advance, loan or other extension of credit to another Person;

(b) any capital contribution to another Person (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others);

(c) any purchase or acquisition of Capital Stock, Indebtedness, bonds, notes, debentures or other similar instruments or securities issued by another Person; or

(d) any guarantee of any obligation of another Person.

For the purposes of the provisions of the “— Limitation on Restricted Payments” covenant: (i) the Guarantor will be deemed to have made an Investment in an Unrestricted Subsidiary in an amount equal to the Fair Market Value of the Guarantor’s proportionate interest in the assets (net of the Guarantor’s proportionate interest in the liabilities owed to any Person other than the Guarantor or a Restricted Subsidiary and that are not guaranteed by the Guarantor or a Restricted Subsidiary) of such Unrestricted Subsidiary at the time of such designation, and (ii) any property transferred to or from any Person shall be valued at its Fair Market Value at the time of such transfer, as determined in good faith by the Board of Directors.

The acquisition by the Guarantor or a Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by LMIRT, the Guarantor or such Restricted Subsidiary in such third Person.

“Investment Grade” means (a) a rating of “AAA,” “AA,” “A” or “BBB,” as modified by a “+” or “-” indication, or an equivalent rating representing one of the four highest Rating Categories, by Fitch or any of its successors, or assigns or (b) a rating of “Aaa,” or “Aa,” “A” or “Baa,” as modified by a “l,” “2” or “3” indication, or an equivalent rating representing one of the four highest Rating Categories, by

203 Moody’s or any of its successors or assigns or (c) the equivalent ratings of any internationally recognized rating agency or agencies, as the case may be, which shall have been designated by the Guarantor as having been substituted for Moody’s or Fitch, as the case may be.

“Joint Operation” means (i) the Guarantor’s interest in the joint operation governed by the Joint Venture Deed dated October 13, 2017, by and between Icon1 Holdings Pte. Ltd. and Icon2 Investments Pte. Ltd. or (ii) any future joint operation of the like to the extent the entry by the Guarantor into an agreement or deed relating to such joint operation is otherwise permitted under the terms of the Notes, and in each case, the Guarantor’s interest shall be limited solely to the interest in the assets, liabilities, rights to the revenue and profits and the obligations for expenses and losses as agreed in the applicable joint operations agreement or deed and is consolidated in the financial statements of LMIRT, prepared in accordance with GAAP and, for the avoidance of doubt, the class or classes of Capital Stock in a Joint Operation held by the Guarantor or a Restricted Subsidiary. For the avoidance of doubt, the interest of the other member or members of a Joint Operation in such a Joint Operation will not be subject to the restrictive covenants in the Indenture.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to create any mortgage, pledge, security interest, lien, charge, easement or encumbrance of any kind).

“LMIRT” means Lippo Malls Indonesia Retail Trust, a unit trust constituted August 8, 2007 under the laws of Singapore.

“LMIRT Manager” means LMIRT Management Ltd. (previously known as Lippo Malls Indonesia Retail Trust Management Ltd), as manager of LMIRT, and any successor or replacement manager of LMIRT, pursuant to, and in accordance with, the LMIRT Trust Deed.

“LMIRT Trust Deed” means the trust deed dated August 8, 2007 constituting LMIRT and made between the LMIRT Manager and the Guarantor (replacing HSBC Institutional Trust Services (Singapore) Limited), as amended, restated and/or supplemented.

“Material Acquisition or Disposition” means any transaction that would require the preparation of pro forma financial information pursuant to and in accordance with the rules, regulations and requirements of SGX-ST and the Monetary Authority of Singapore.

“Measurement Date” means June 19, 2019, being the issue date of the Existing Notes.

“Moody’s” means Moody’s Investors Service and its affiliates or any successor to the rating agency business thereof.

“Net Cash Proceeds” means:

(a) with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or Temporary Cash Investments, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or Temporary Cash Investments and proceeds from the conversion of other property received when converted to cash or Temporary Cash Investments, net of:

(1) brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale;

(2) provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of LMIRT and its Restricted Subsidiaries, taken as a whole;

(3) payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (A) is secured by a Lien on the property or assets sold or (B) is required to be paid as a result of such sale;

(4) appropriate amounts to be provided by LMIRT, the Guarantor or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without

204 limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP;

(5) all distributions and other payments required to be made to minority interest holders; and

(6) any portion of the purchase price placed in escrow (until the termination of such escrow and up to the amount of funds released from such escrow); and

(b) with respect to any capital contribution or issuance or sale of Capital Stock, the proceeds of such capital contribution, issuance or sale in the form of cash or Temporary Cash Investments, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest, component thereof) when received in the form of cash or Temporary Cash Investments and proceeds from the conversion of other property received when converted to cash or Temporary Cash Investments, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such contribution, issuance or sale, net of taxes paid or payable as a result thereof and net of the amount of any such Net Cash Proceeds used to redeem, repurchase, defease or otherwise acquire or retire for value any Indebtedness of LMIRT, the Guarantor or any Restricted Subsidiary.

“Offer to Purchase” means an offer to purchase the Notes by the Issuer or the Guarantor from the Holders commenced by mailing a notice by first class mail, postage prepaid, to the Trustee and each Holder at its last address appearing in the Note register stating:

(a) the provision of the Indenture pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis;

(b) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Offer to Purchase Payment Date”);

(d) that, unless the Issuer or the Guarantor defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Offer to Purchase Payment Date;

(e) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Principal Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Offer to Purchase Payment Date;

(f) that Holders will be entitled to withdraw their election if the Principal Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Offer to Purchase Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and

(g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof.

On the Offer to Purchase Payment Date, the Issuer or the Guarantor shall (a) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (b) one Business Day prior to the Offer to Purchase Payment Date, deposit with the Principal Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Registrar all Notes or portions thereof so accepted together with an

205 Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Issuer or the Guarantor. The Principal Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Registrar shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of US$200,000 each and integral multiples of US$1,000 in excess thereof. The Issuer or the Guarantor will publicly announce the results of an Offer to Purchase as soon as practicable after the Offer to Purchase Payment Date. The Issuer or the Guarantor will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Issuer or the Guarantor is required to repurchase Notes pursuant to an Offer to Purchase.

The materials used in connection with an Offer to Purchase are required to contain or incorporate by reference information concerning the business of LMIRT, the Guarantor and its Subsidiaries which the Issuer or the Guarantor in good faith believes will assist such Holders to make an informed decision with respect to the Offer to Purchase, including a brief description of the events requiring the Issuer or the Guarantor to make the Offer to Purchase, and any other information required by applicable law to be included therein. The offer is required to contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.

“Officer” means one of the directors of the Issuer, in the case of the Issuer, or one of the authorized signatories of the Guarantor, in the case of the Guarantor, or one of the authorized signatories of the LMIRT Manager, in the case of the LMIRT Manager.

“Officers’ Certificate” means a certificate signed by one Officer, in the case of the Issuer and the LMIRT Manager, and two Officers, in the case of the Guarantor.

“Opinion of Counsel” means a written opinion, in form and substance that is, and from external legal counsel who is, acceptable to the Trustee.

“Original Issue Date” means the date on which the Notes (other than Additional Notes) are issued under the Indenture.

“Permitted Business” means the investment primarily in real estate and real estate-related assets, as contemplated by the Property Funds Appendix, including real estate projects under development, as well as any business conducted or proposed to be conducted by LMIRT, the Guarantor, its Restricted Subsidiaries on the Original Issue Date and other businesses reasonably related or ancillary thereto.

“Permitted Holder” means:

(a) PT Lippo Karawaci Tbk;

(b) any Affiliate (other than an Affiliate as defined in clause (c) of the definition of “Affiliate”) of the Person specified in clause (a); and

(c) any Person both the Capital Stock and the Voting Stock of which are owned 80.0% or more by one or more of the Persons specified in clauses (a) and (b).

“Permitted Investment” means:

(a) any Investment in LMIRT, the Guarantor or a Restricted Subsidiary or a Person which will, upon the making of such Investment, become a Restricted Subsidiary or be merged or consolidated with or into or transfer or convey all or substantially all its assets to LMIRT, the Guarantor or a Restricted Subsidiary;

(b) Temporary Cash Investments;

(c) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP and not in excess of US$1.0 million (or the Dollar Equivalent thereof) outstanding at any time;

206 (d) stock, obligations, securities, or other assets received in the settlement of debts and trade receivables created in the ordinary course of business or satisfaction of judgments;

(e) an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary;

(f) any Investment pursuant to a Hedging Obligation entered into in the ordinary course of business (and not for speculation) and designed solely to protect the Guarantor or any Restricted Subsidiary against fluctuations in interest rates, foreign currency exchange rates or commodity prices;

(g) receivables owing to the Guarantor or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(h) any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property or assets, including Asset Dispositions made in compliance with the “— Limitation on Asset Sales” covenant;

(i) pledges or deposits (i) with respect to leases or utilities provided to third parties in the ordinary course of business or (ii) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under the “— Limitation on Liens” covenant;

(j) any Investment pursuant to Contractor Guarantees by the Guarantor or any Restricted Subsidiary;

(k) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(l) repurchases of Notes;

(m) deposits made in order to comply with statutory or regulatory obligations to maintain deposits for workers, compensation claims and other purposes specified by statute or regulation from time to time in the ordinary course of a Permitted Business;

(n) Investments in Unrestricted Subsidiaries or joint ventures for and/or engaged in the Permitted Business, when taken together with all other Investments in Unrestricted Subsidiaries or joint ventures made pursuant to this clause (n), do not exceed 7.5% of Total Assets;

(o) guarantees by the Guarantor or any Restricted Subsidiary Incurred in any Qualified Receivables Transactions in an aggregate amount not to exceed US$30.0 million outstanding at any time; and

(p) any Investment pursuant to Pre-registration Mortgage Guarantees by LMIRT, the Guarantor or any Restricted Subsidiary otherwise permitted herein.

“Permitted Liens” means:

(a) Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;

(b) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;

207 (c) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);

(d) leases or subleases granted to others that do not materially interfere with the ordinary course of business of LMIRT, the Guarantor and the Restricted Subsidiaries, taken as a whole;

(e) Liens encumbering property or assets in connection with the development, construction or improvement of real or personal property or equipment to be used in a Permitted Business by LMIRT, the Guarantor or any Restricted Subsidiary arising from progress or partial payments by a customer of LMIRT, the Guarantor or its Restricted Subsidiaries relating to such property or assets;

(f) any interest or title of a lessor in the property subject to any operating lease;

(g) Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of LMIRT, the Guarantor or any Restricted Subsidiary other than the property or assets acquired; provided further that such Liens were not created in contemplation of or in connection with the transactions or series of transactions pursuant to which such Person became a Restricted Subsidiary;

(h) Liens in favor of LMIRT, the Guarantor or any Restricted Subsidiary;

(i) Liens arising from attachment or the rendering of a final judgment or order against LMIRT, the Guarantor or any Restricted Subsidiary that does not give rise to an Event of Default;

(j) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof or Liens in favor of any bank having a right of setoff, revocation, refund or chargeback with respect to money or instruments of LMIRT, the Guarantor or any Restricted Subsidiary on deposit with or in possession of such bank;

(k) Liens existing on the Original Issue Date;

(l) Liens on any interest reserve or similar account used to service interest payments on Indebtedness securing such Indebtedness for the sole benefit of the holders of such Indebtedness so long as such Indebtedness is permitted to be Incurred under the “— Limitation on Indebtedness and Preferred Stock” covenant;

(m) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause (c)(4) of the “— Limitation on Indebtedness and Preferred Stock” covenant; provided that such Liens do not extend to or cover any property or assets of LMIRT, the Guarantor or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced;

(n) easements, rights-of-way, municipal and zoning ordinances or other restrictions as to the use of properties in favor of governmental agencies or utility companies that do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by LMIRT, the Guarantor or any Restricted Subsidiary;

(o) Liens securing Indebtedness under Hedging Obligations entered into in the ordinary course of business and designed solely to protect LMIRT, the Guarantor or any Restricted Subsidiary from fluctuations in interest rates, currencies or commodity prices and not for speculation;

(p) Liens securing Indebtedness of the Guarantor or any Restricted Subsidiary Incurred under clause (c)(10) of the “— Limitation on Indebtedness and Preferred Stock” covenant;

(q) Liens on Qualified Receivables securing Indebtedness arising from guarantees by the Guarantor or any Restricted Subsidiary in any Qualified Receivables Transactions in an aggregate amount not to exceed US$30.0 million outstanding at any time; and

(r) Liens securing Permitted Priority Indebtedness.

208 “Permitted Priority Indebtedness” means any Priority Indebtedness; provided that, on the date of determination, the aggregate amount of Priority Indebtedness then outstanding does not exceed 15.0% of Total Assets. In making the foregoing calculations, the amount of Permitted Priority Indebtedness, Priority Indebtedness and Total Assets as of any date of determination shall be as of the date (the “Reference Date”) of the last day of the most recent quarter for which consolidated financial statements of LMIRT (which the Guarantor shall use its reasonable best efforts to cause LMIRT to compile in a timely manner) are available (which may be internal consolidated financial statements), calculated after giving pro forma effect to:

(a) any Priority Indebtedness Incurred, repaid or redeemed during the period from the Reference Date to such date of determination (the “Relevant Period”);

(b) the provision of any Liens on Indebtedness during the Relevant Period that would result in such Indebtedness becoming Priority Indebtedness, or the release of any Liens during the Relevant Period that would result in any Priority Indebtedness ceasing to meet the definition of Priority Indebtedness;

(c) the creation, designation or redesignation of Restricted Subsidiaries and Unrestricted Subsidiaries during the Relevant Period;

(d) Asset Sales and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Sales) during the Relevant Period; and

(e) asset sales and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset sale) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into LMIRT, the Guarantor or any Restricted Subsidiary during the Relevant Period and that would have constituted Asset Sales or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset sales or asset acquisitions were Asset Sales or Asset Acquisitions.

“Perpetual Securities” means the S$140.0 million 7.0% subordinated perpetual securities issued by HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) in September 2016 and subsequently substituted by Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) in January 2018 and the S$120.0 million 6.6% subordinated perpetual securities issued by HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) in July 2017 and subsequently substituted by Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) in January 2018 and any other perpetual securities issued by the Guarantor under similar instruments which are treated as equity under GAAP in LMIRT’s consolidated financial statements and in conformity with the Property Funds Appendix.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock” as applied to the Capital Stock of any Person means Capital Stock of any class or classes that by its term is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over any other class of Capital Stock of such Person, but excluding any Perpetual Securities.

“Pre-registration Mortgage Guarantees” means any Indebtedness of the Guarantor or any Restricted Subsidiary consisting of a guarantee in favor of any bank or other similar financial institutions in the ordinary course of business of secured loans of purchasers of properties from the Guarantor or any Restricted Subsidiary; provided that any such guarantee shall be released in full on or before the perfection of a security interest in such properties under applicable law in favor of the relevant lender.

“Priority Indebtedness” means any (i) Subsidiary Indebtedness and (ii) Secured Indebtedness.

“Property Funds Appendix” means the guidelines for property funds issued by the Monetary Authority of Singapore as Appendix 6 to the CIS Code, as amended, varied or supplemented from time to time.

209 “Qualified Receivables” means any accounts receivables (whether now existing or arising in the future) of the Guarantor or any Restricted Subsidiary arising in the ordinary course of business, including tenant rental/service charge receivables, tax refund receivables and vendor support receivables, and any assets related thereto.

“Qualified Receivables Transaction” means a transaction or a series of transactions entered into by the Guarantor or any Restricted Subsidiary pursuant to which the Guarantor or such Restricted Subsidiary sells or otherwise transfers to a domestic bank or other financial institution in Indonesia Qualified Receivables.

“Rating Agencies” means (a) Moody’s, (b) Fitch and (c) if neither of Moody’s or Fitch make a rating of the Notes publicly available, an internationally recognized securities rating agency or agencies, as the case may be, selected by the Guarantor, which shall be substituted for either Moody’s or Fitch, as the case may be.

“Rating Category” means (a) with respect to Moody’s, any of the following categories: “Ba,” “B,” “Caa,” “Ca,” “C” and “D” (or equivalent successor categories); (b) with respect to Fitch, any of the following categories: “BB,” “B,” “CCC,” “CC,” “C” and “D” (or equivalent successor categories), and (c) the equivalent of any such category of Moody’s or Fitch used by another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (“+” and “-” for Fitch; “l,” “2” and “3” for Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account.

“Rating Date” means in connection with a Change of Control Triggering Event, that date which is 90 days prior to the earlier of (i) a Change of Control and (ii) a public notice of the occurrence of a Change of Control or of the intention by the Guarantor, the Issuer, LMIRT or any other Person or Persons to effect a Change of Control.

“Ratings Decline” means in connection with a Change of Control Triggering Event, the occurrence on, or within six months after, the date, or public notice of the occurrence of, a Change of Control or the intention by the Guarantor or any Person or Persons to effect a Change of Control (which period shall be extended so long as any of the ratings of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency) of any of the events listed below, the notification by the Rating Agencies that such proposed actions will result in any of the events listed below:

(A) in the event the Notes are rated by a Rating Agency on the Rating Date as Investment Grade, the rating of the Notes by such Rating Agency shall be below Investment Grade; or

(B) in the event the Notes are rated below Investment Grade by a Rating Agency on the Rating Date, the rating of the Notes by such Rating Agency shall be decreased by one or more gradations (including gradations within Rating Categories as well as between Rating Categories).

“Reference Treasury Dealer” means each of any three investment banks of recognized standing that is a primary U.S. Government securities dealer in The City of New York, selected by the Issuer in good faith and notified to the Trustee.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by an investment banking firm of recognized international standing, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding such redemption date.

“Replacement Assets” means properties and assets (other than current assets) that replace the properties and assets that were subject to an Asset Sale or properties and assets (other than current assets) that will be used in a Permitted Business (for the avoidance of doubt, Replacement Assets shall include Capital Stock of a company whose primary assets are properties and assets (other than current assets) that will be used in a Permitted Business, subject to where (a) the Guarantor, LMIRT or a Restricted Subsidiary acquiring more than 50.0% of the total voting power of the outstanding Capital

210 Stock of such company and such company becomes a Restricted Subsidiary or (b) such acquisition of Capital Stock is in compliance with the “— Limitation on Restricted Payments” covenant (other than by compliance with paragraph (h) of the definition of Permitted Investment).

“Restricted Subsidiary” means (a) any Subsidiary of the Guarantor other than an Unrestricted Subsidiary and (b) a Joint Operation designated as a Restricted Subsidiary. For the avoidance of doubt, the Issuer is a Restricted Subsidiary.

“S&P” means S&P Global Ratings or any successor to the rating agency business thereof.

“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property (whether real, personal or mixed), now owned or hereafter acquired whereby the Guarantor, LMIRT or any Restricted Subsidiary transfers such property to another Person and the Guarantor, LMIRT or any Restricted Subsidiary leases it from such Person.

“Secured Indebtedness” means any Indebtedness of the Guarantor, LMIRT or a Restricted Subsidiary secured by a Lien.

“Senior Indebtedness” of the Guarantor, LMIRT or any Restricted Subsidiary, as the case may be, means all Indebtedness of the Guarantor, LMIRT or such Restricted Subsidiary, as relevant, whether outstanding on the Original Issue Date or thereafter created, except for Indebtedness which, in the instrument creating or evidencing the same, is expressly stated to be subordinated in right of payment to the Notes or, in respect of the Guarantor, its Guarantee; provided that Senior Indebtedness does not include (a) any obligation to the Guarantor, LMIRT or any Restricted Subsidiary, (b) trade payables or (c) Indebtedness Incurred in violation of the provisions of the Indenture.

“Significant Subsidiary” means any Restricted Subsidiary that accounts for 5.0% or more of Total Assets as of any date of determination or 5.0% or more of Consolidated Net Property Income of LMIRT for the Four Quarterly Period prior to such date of determination.

“Singapore Subsidiary” means any Subsidiary incorporated under the laws of Singapore.

“Stated Maturity” means, (a) with respect to any Indebtedness, the date specified in such debt instrument as the fixed date on which the final installment of principal of such Indebtedness is due and payable as set forth in the documentation governing such Indebtedness and (b) with respect to any scheduled installment of principal of or interest on any Indebtedness, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Indebtedness.

“Subordinated Indebtedness” means any Indebtedness of the Issuer, the Guarantor or LMIRT which is contractually subordinated or junior in right of payment to the Notes or the Guarantee, as applicable, pursuant to a written agreement to such effect.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which (a) more than 50.0% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person, or (b) 50% or less of the outstanding Voting Stock is owned, directly or indirectly, by such Person and which is “controlled” and consolidated by such Person in accordance with GAAP.

“Subsidiary Indebtedness” means all unsecured Indebtedness of any Restricted Subsidiary other than (a) unsecured Indebtedness of the Issuer or any Finance Subsidiary to the extent the Indebtedness of such Finance Subsidiary is permitted to be Incurred under clause (c)(12) of the covenant described under the caption “— Certain Covenants — Limitation on Indebtedness and Preferred Stock”, and (b) unsecured indebtedness of any Restricted Subsidiary Incurred following such Restricted Subsidiary having provided an unsubordinated Guarantee of payment of the Notes pursuant to the “— Limitation on Issuances of Guarantees by Restricted Subsidiaries” covenant; provided that such Guarantee has not been released.

211 “Temporary Cash Investment” means any of the following: (a) direct obligations of the United States of America and any state of the European Economic Area or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America and any state of the European Economic Area or any agency thereof, in each case maturing within one year;

(b) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is incorporated under the laws of the United States of America or any state thereof, any state of the European Economic Area and which bank or trust company has capital, surplus and undivided profits aggregating in excess of US$500.0 million (or the Dollar Equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money market fund sponsored by a registered broker dealer or mutual fund distributor;

(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with a bank or trust company meeting the qualifications described in clause (b) above;

(d) commercial paper, maturing within 180 days of the date of acquisition thereof, issued by a corporation (other than an Affiliate of LMIRT, the LMIRT Manager or the Guarantor) incorporated and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P;

(e) securities, maturing within one year of the date of acquisition thereof, issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, Hong Kong or Singapore and rated at least “A” by S&P or Moody’s;

(f) any mutual fund that has at least 95.0% of its assets continuously invested in investments of the types described in clauses (a) through (e) above;

(g) investments by the Singapore Subsidiaries in units or shares of Persons listed on a recognized stock exchange, provided that the aggregate amount invested under this clause (g) shall not exceed US$1.0 million at any time; and

(h) time deposit accounts, certificates of deposit, money market deposits and principal protected financial instruments maturing within 90 days of the date of acquisition thereof issued by (i) any bank incorporated or licensed to operate under the laws of Indonesia or Singapore whose long-term debt is rated “A” or higher according to at least one nationally recognized Indonesian or Singaporean, as applicable, statistical rating organization (or another recognized financial institution) and which has capital and surplus in excess of US$200.0 million or (ii) PT Bank Nationalnobu Tbk and CIMB Bank Berhad Singapore Branch, being the banks with which the LMIRT Group has existing banking relations and maintains accounts as of the Original Issue Date.

“Total Assets” means, as of any date of determination, the total consolidated assets of LMIRT and the Restricted Subsidiaries measured in accordance with GAAP as of the last day of the most recent fiscal quarter for which consolidated financial statements of LMIRT (which the Guarantor shall use its reasonable best efforts to cause LMIRT to compile in a timely manner) are available (which may be internal consolidated financial statements); provided that only with respect to the definition of “Permitted Priority Indebtedness,” Total Assets shall be calculated after giving pro forma effect to include the cumulative value of all of the real or personal property, asset or equipment the acquisition, development, construction or improvement of which requires or required the Incurrence of Indebtedness and calculation of Total Assets thereunder, as measured by the purchase price or cost therefor or budgeted cost provided in good faith by LMIRT or any of the Restricted Subsidiaries to the

212 bank or other similar financial institutional lender providing such Indebtedness (but only to the extent that such cumulative value is not reflected in such total consolidated assets as of the last day of such fiscal quarter period).

“Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services and payable within 120 days.

“Transaction Date” means, with respect to the Incurrence of any Indebtedness, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.

“Units” means an undivided interest in LMIRT as provided for in the LMIRT Trust Deed.

“Unrestricted Subsidiary” means (a) any Subsidiary or Joint Operation of the Guarantor that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided under “Designation of Restricted and Unrestricted Subsidiaries” and (b) any Subsidiary or Joint Operation of an Unrestricted Subsidiary.

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the holder thereof at any time prior to the Stated Maturity of the Notes, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly-Owned” means, with respect to any Subsidiary of any Person, the ownership of 100.0% of the outstanding Capital Stock, excluding any Perpetual Securities, of such Subsidiary (other than any director’s qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly-Owned Subsidiaries of such Person and, in the case of a Joint Operation, the ownership of 100.0% of the relevant class of Capital Stock of such Joint Operation.

213 TAXATION

The statements below are general in nature and are based on certain aspects of current tax laws (including administrative guidelines and circulars and guidelines issued by the MAS and the IRAS in force as of the date of this Offering Memorandum) and are subject to any changes in such laws, administrative guidelines or circulars, or the interpretation of those laws, guidelines or circulars, occurring after such date, which changes could be made on a retroactive basis. These laws, guidelines and circulars are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or financial institutions in Singapore which have been granted the relevant Financial Sector Incentive(s)) may be subject to special rules or tax rates. Neither these statements nor any other statements in this Offering Memorandum are intended or are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. Prospective holders of the Notes are advised to consult their own tax advisers as to the Singapore or other tax consequences of the acquisition, ownership of or disposal of the Notes, including, in particular, the effect of any foreign, state or local tax laws to which they are subject. It is emphasized that none of the Issuer, the Guarantor, the Joint Lead Managers and any other persons accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of the Notes.

Singapore Taxation Interest and Other Payments Subject to the following paragraphs, under Section 12(6) of the ITA, the following payments are deemed to be derived from Singapore:

(a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or

(b) any income derived from loans where the funds provided by such loans are brought into or used in Singapore.

Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15.0% final withholding tax described below) to non-resident persons (other than non-resident individuals) is currently 17.0%. The applicable rate for non-resident individuals is currently 22.0%. However, if the payment is derived by a person not resident in Singapore otherwise than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15.0%. The rate of 15.0%. may be reduced by applicable tax treaties.

However, certain Singapore-sourced investment income derived by individuals from financial instruments is exempt from tax, including:

(i) interest from debt securities derived on or after January 1, 2004;

(ii) discount income (not including discount income arising from secondary trading) from debt securities derived on or after February 17, 2006; and

214 (iii) prepayment fee, redemption premium and break cost from debt securities derived on or after February 15, 2007, except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession in Singapore.

In addition, as the issue of the Notes is jointly lead managed by BNP Paribas, acting through its Singapore Branch, CIMB Bank Berhad, acting through its Singapore Branch, Credit Suisse (Singapore) Limited, Deutsche Bank AG, Singapore Branch and Shanghai Pudong Development Bank Co., Ltd. Singapore Branch, each of which is a Financial Sector Incentive (Capital Market) Company or Financial Sector Incentive (Standard Tier) Company (as defined in the ITA) at such time, and the Notes are issued as debt securities before December 31, 2023, the Notes would be qualifying debt securities (“QDS”) for the purposes of the ITA, to which the following treatment shall apply:

(I) subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer, or such other person as MAS may direct, to MAS of a return on debt securities for the Notes in the prescribed format within such period as MAS may specify and such other particulars in connection with the Notes as MAS may require and the inclusion by the Issuer in all offering documents relating to the Notes of a statement to the effect that where interest, discount income, prepayment fee, redemption premium or break cost from the Notes is derived by a person who is not resident in Singapore and who carries on any operation in Singapore through a permanent establishment in Singapore, the tax exemption for QDS shall not apply if the non-resident person acquires the Notes using the funds and profits of such person’s operations through the Singapore permanent establishment), interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium and break cost (collectively, the “Qualifying Income”) from the Notes paid by the Issuer and derived by a holder who is not resident in Singapore and who (aa) does not have any permanent establishment in Singapore or (bb) carries on any operation in Singapore through a permanent establishment in Singapore but the funds used by that person to acquire the Notes are not obtained from such person’s operation through a permanent establishment in Singapore, are exempt from Singapore tax;

(II) subject to certain conditions having been fulfilled (including the furnishing by the Issuer, or such other person as MAS may direct, to MAS of a return on debt securities for the Notes in the prescribed format within such period as MAS may specify and such other particulars in connection with the Notes as MAS may require), Qualifying Income from the Notes paid by the Issuer and derived by any company or a body of persons (as defined in the ITA) in Singapore is subject to tax at a concessionary rate of 10.0% (except for holders of the relevant Financial Sector Incentive(s) who may be taxed at different rates); and

(III) subject to:

(a) the Issuer including in all offering documents relating to the Notes a statement to the effect that any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Notes is not exempt from tax shall include such income in a return of income made under the ITA; and

(b) the furnishing by the Issuer, or such other person as MAS may direct, to MAS of a return on debt securities for the Notes in the prescribed format within such period as MAS may specify and such other particulars in connection with the Notes as MAS may require,

payments of Qualifying Income derived from the Notes are not subject to withholding of tax by the Issuer.

Notwithstanding the foregoing: (1) if during the primary launch of the Notes, the Notes are issued to fewer than four persons and 50.0% or more of the issue of the Notes is beneficially held or funded, directly or indirectly, by related parties of the Issuer, the Notes would not qualify as QDS; and

215 (2) even though the Notes are QDS, if, at any time during the tenure of the Notes, 50.0% or more of the Notes which are outstanding at any time during the life of their issue is beneficially held or funded, directly or indirectly, by any related party(ies) of the Issuer, Qualifying Income derived from the Notes held by:

(a) any related party of the Issuer; or

(b) any person where the funds used by such person to acquire the Notes are obtained, directly or indirectly, from any related party of the Issuer, shall not be eligible for the tax exemption or concessionary rate of tax as described above.

The term “related party”, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person.

The terms “break cost”, “prepayment fee” and “redemption premium” are defined in the ITA as follows:

“break cost” means in relation to debt securities and qualifying debt securities, any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by any loss or liability incurred by the holder of the securities in connection with such redemption;

“prepayment fee” means in relation to debt securities and qualifying debt securities, any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by the terms of the issuance of the securities; and

“redemption premium” means in relation to debt securities and qualifying debt securities, any premium payable by the issuer of the securities on the redemption of the securities upon their maturity.

References to “break cost”, “prepayment fee” and “redemption premium” in this Singapore tax disclosure have the same meaning as defined in the ITA.

Where interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Qualifying Income) is derived from the Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for QDS under the ITA (as mentioned above) shall not apply if such person acquires the Notes using the funds and profits of such person’s operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Qualifying Income) derived from the Notes is not exempt from tax is required to include such income in a return of income made under the ITA.

Capital Gains Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in Singapore. However, any gains from the sale of the Notes which are gains from any trade, business, profession or vocation carried on by a person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature.

Holders of the Notes who apply or who are required to apply Singapore Financial Reporting Standard (“FRS”) 39, FRS 109 or Singapore Financial Reporting Standard (International) 9 (“SFRS(I) 9”) (as the case may be) for Singapore income tax purposes may be required to recognize gains or losses (not being gains or losses in the nature of capital) on the Notes, irrespective of disposal, in accordance with the provisions of FRS 39, FRS 109 or SFRS(I) 9 (as the case may be). See also “Adoption of FRS 39, FRS 109 or SFRS(I) 9 for Singapore Income Tax Purposes”.

Adoption of FRS 39, FRS 109 or SFRS(I) 9 for Singapore Income Tax Purposes Section 34A of the ITA provides for the tax treatment for financial instruments in accordance with FRS 39 (subject to certain exceptions and “opt-out” provisions) to taxpayers who are required to comply with FRS 39 for financial reporting purposes. The IRAS has also issued a circular entitled “Income Tax Implications Arising from the Adoption of FRS 39 — Financial Instruments: Recognition and Measurement”.

216 FRS 109 or SFRS(I) 9 (as the case may be) is mandatorily effective for annual periods beginning on or after January 1, 2018, replacing FRS 39. Section 34AA of the ITA requires taxpayers who comply or who are required to comply with FRS 109 or SFRS(I) 9 for financial reporting purposes to calculate their profit, loss or expense for Singapore income tax purposes in respect of financial instruments in accordance with FRS 109 or SFRS(I) 9 (as the case may be), subject to certain exceptions. The IRAS has also issued a circular entitled “Income Tax: Income Tax Treatment Arising from Adoption of FRS 109 — Financial Instruments”.

Holders of the Notes who may be subject to the tax treatment under Sections 34A or 34AA of the ITA should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Notes.

Estate Duty Singapore estate duty has been abolished with respect to all deaths occurring on or after February 15, 2008.

Foreign Account Tax Compliance Act Pursuant to Sections 1471 to 1474 of the US Internal Revenue Code of 1986 and Treasury regulations promulgated thereunder (provisions commonly referred to as “FATCA”), a “foreign financial institution” may be required to withhold US tax on certain passthru payments made on or after the date that is two years after the publication of final regulations defining the term “foreign passthru payment” to the extent such payments are treated as attributable to certain US source payments. Obligations issued on or prior to the date that is six months after the publication of such final regulations generally will be “grandfathered” and exempt from withholding unless the obligations are materially modified after that date. If additional notes of the same issue as the Notes are issued after the expiration of the grandfathering period, the additional notes may not be treated as grandfathered, which may have negative consequences for the Existing Notes, including a negative impact on market price. Many countries, including Singapore, have entered into agreements with the United States to implement FATCA in a manner that alters the rules described above. Under such intergovernmental agreement, the Issuer may be required to report certain information regarding investors to tax authorities in its jurisdiction, which information may be shared with taxing authorities in the United States. Holders should therefore consult their own tax advisors on how these rules may apply to their investment in the Notes.

217 PLAN OF DISTRIBUTION

BNP Paribas, CIMB Bank Berhad, acting through its Singapore Branch, Credit Suisse (Singapore) Limited, Deutsche Bank AG, Singapore Branch and Shanghai Pudong Development Bank Co., Ltd. Singapore Branch as Joint Lead Managers, pursuant to a purchase agreement dated , 2021 (the “Purchase Agreement”) among the Issuer, the Guarantor and the Joint Lead Managers, agree subject to the satisfaction of certain conditions, to severally and not jointly subscribe and pay for, or procure subscriptions and payment for the respective principal amount of the Notes set forth opposite their names in the table below on the Issue Date at % of their principal amount of the Notes:

Joint Lead Managers Principal amount of Notes BNP Paribas ...... US$ CIMB ...... US$ Credit Suisse (Singapore) Limited ...... US$ Deutsche Bank AG, Singapore Branch ...... US$ Shanghai Pudong Development Bank Co., Ltd. Singapore Branch ...... US$ Total ...... US$

The Purchase Agreement provides that the obligations of the Joint Lead Managers to purchase the Notes are subject to approval of certain legal matters by counsel and to certain other conditions. The initial offering price is set forth on the cover page of this Offering Memorandum. After the Notes are released for sale, the Joint Lead Managers may change the offering price and other selling terms. The Joint Lead Managers reserve the right to withdraw, cancel or modify offers to investors and to reject orders in whole or in part. Delivery of the Notes is expected to occur on or about , 2021.

The Issuer, the Guarantor and the LMIRT Manager have agreed to indemnify the Joint Lead Managers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Joint Lead Managers may be required to make in respect of any of such liabilities.

The Issuer and the Guarantor have agreed not to, for a period of 90 days after the date of this Offering Memorandum (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities substantially similar to the Notes or securities convertible into or exchangeable for such debt securities, or sell or grant options, rights or warrants with respect to such debt securities or securities convertible into or exchangeable for such debt securities, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such debt securities, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of debt securities substantially similar to the Notes or securities convertible, exercisable or exchangeable into debt securities or (iv) publicly announce an offering of any debt securities substantially similar to the Notes or securities convertible or exchangeable into such debt securities, in each case without the prior written consent of the Joint Lead Managers.

The Notes and the Guarantee have not been registered under the Securities Act and, unless so registered, may not be offered or sold within the United States except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. See “Transfer Restrictions.”

The Notes will constitute a new class of securities with no established trading market. Approval in-principle has been received for the listing and quotation of the Notes on the SGX-ST. The Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 for so long as the Notes are listed on the SGX-ST. The offering and settlement of the Notes is not conditioned upon obtaining the listing. The Issuer does not intend to apply for listing or quotation of the Notes on any national securities exchange in the United States or through NASDAQ. However, there can be no assurance that the prices at which the Notes will sell in the market after this offering will not be lower than the initial offering price or that an active trading market for the Notes after the completion of the offering will develop and continue after this offering. The Joint Lead Managers have advised us that they may discontinue market-making activities with respect to the Notes at any time without notice. In addition, market-making activity will be subject to the limits imposed by applicable law. Accordingly, there can be no assurance that the trading market for the Notes will have any liquidity.

218 In connection with this offering, Deutsche Bank AG, Singapore Branch, as stabilizing manager, or any person acting for it, may purchase and sell Notes in the open market. These transactions may, to the extent permitted by law, include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale of a greater amount of Notes than the Joint Lead Managers are required to purchase in this offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the Notes while this offering is in progress. These activities, to the extent permitted by law, may stabilize, maintain or otherwise affect the market price of the Notes. These activities may be conducted in the over- the-counter market or otherwise. As a result, the price of the Notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time and must in any event be brought to an end after a limited time. These activities will be undertaken solely for the account of the stabilizing manager and not for and on behalf of the Issuer. The Joint Lead Managers may, from time to time, engage in transactions with and perform services for the Issuer or the Guarantor in the ordinary course of their business.

Delivery of the Notes is expected on or about , 2021, which is the fifth business day following the date of this Offering Memorandum (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding three business days will be required, because the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers who wish to trade the Notes on the pricing date or the next succeeding business day should consult their own advisers.

OTHER RELATIONSHIPS The Joint Lead Managers and certain of their respective affiliates have engaged in, and may in the future engage in, advisory and investment banking services, commercial lending and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these activities and dealings. In addition, in the ordinary course of business, each of the Joint Lead Managers and their affiliates may trade our securities or the securities of our affiliates or derivatives relating to the foregoing securities for its and/ or its affiliates’ own account and/or for the accounts of customers, and may at any time hold a long or short position in such securities. Such investment and trading activities may involve or relate to securities and/or instruments of LMIRT and its subsidiaries, the LMIRT Manager, the Guarantor, the Sponsor and/or persons and entities with relationships with LMIRT and its subsidiaries, the LMIRT Manager, the Guarantor or the Sponsor and may also include swaps and other financial instruments entered into for hedging purposes.

We will use a part of the net proceeds from the offering of the Notes to repay certain existing indebtedness, comprising of our S$175.0 million term loan facilities due in August 2021, to which BNP Paribas and CIMB Bank Berhad, Singapore Branch, or their affiliates, are party as lenders. See “Description of Indebtedness.”

SELLING RESTRICTIONS General No action has been taken or will be taken in any jurisdiction by the Issuer, the Guarantor or the Joint Lead Managers that would permit a public offering of Notes, or the possession, circulation or distribution of this Offering Memorandum or any other material relating to the Notes or this offering, in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Memorandum nor such other material may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of such country or jurisdiction.

United States The Notes and the Guarantee have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only outside the United States in compliance with Regulation S under the Securities Act.

219 Prohibition of Sales to UK Retail Investors Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Offering Memorandum to any retail investor in the United Kingdom. For these purposes:

(a) the expression “retail investor” means a person who is one (or more) of the following;

i. a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) and as amended by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (“MiFID EU Exit Regulations”); or

ii. a customer within the meaning of Directive (EU) 2016/97 and its implementing legislation (as amended) as it forms part of UK law by virtue of the EUWA and as amended by the Insurance Distribution (Amendment) (EU Exit) Regulations (SI 2019/663), where that customer would not qualify as a professional client as defined in point (8) of Article 2 of Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the EUWA and as amended by the MiFID EU Exit Regulations; or

iii. not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) as it forms part of UK law by virtue of the EUWA (including any statutory instruments made pursuant to the EUWA) (the “UK Prospectus Regulation”); and

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of UK law by virtue of the EUWA (including any statutory instruments made pursuant to the EUWA) (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Each Joint Lead Manager has also represented, warranted and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”)) in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantor; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

In the United Kingdom, this Offering Memorandum is directed only at non-retail investors (where “non-retail investors” means persons who are not retail investors as defined above) who are also (i) persons having professional experience in matters relating to investments who fall within the definition of ‘‘investment professionals’’ in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“2005 Order”) and (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the 2005 Order. In the United Kingdom, any investment or investment activity to which this Offering Memorandum relates is only available to and will only be engaged in with such persons and persons within the United Kingdom who receive this communication (other than persons falling within (i) and (ii) above) should not rely on or act upon this Offering Memorandum or any of its contents.

Prohibition of Sales to European Economic Area (“EEA”) Retail Investors Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes, which are the subject of the

220 offering contemplated by this Offering Memorandum to any retail investor in the European Economic Area. For the purposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:

i. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

ii. a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

iii. not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and

Spain Neither the Offering Memorandum nor the Notes have been approved nor registered with the administrative registries of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores). The Notes may not be offered, sold or distributed nor may any subsequent resale of Notes be carried out in the Kingdom of Spain save in accordance with the requirements of the Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/ECText with EEA relevance), Royal Legislative Decree 4/2015, of October 23, 2015, approving the consolidated text of the Securities Market Law (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), as amended and restated, and Royal Decree 1310/2005, of November 4, 2005, partially developing Law 24/1988, of July 28, 1988, on the Securities Market in connection with listing of securities in secondary official markets, initial purchase offers, rights issues and the prospectus required in these cases (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de Julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), as amended and restated, or any other related regulations that may be in force from time to time, as further amended, supplemented or restated.

Hong Kong The Notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Indonesia This offering does not constitute a public offering or private placement in Indonesia under Law No. 8 of 1995 on Capital Markets and its implementing regulations (the “Indonesian Capital Markets Law”) and OJK Regulation No. 30 of 2019 on the issuance of Debt-Linked Securities and/or Sukuk issued by way of Private Placement (“OJK Regulation No. 30”). This Offering Memorandum may not be distributed in Indonesia and the Notes may not be offered or sold in Indonesia, to Indonesian citizens and institutions

221 or foreign citizens and institutions or other forms of legal entity; and outside Indonesia to Indonesian citizens and institutions or other forms of Indonesian legal identity in a manner which constitutes a public offering under the laws and regulations of Indonesia, including OJK Regulation No. 30.

Singapore This Offering Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. As such, each of the Joint Lead Managers will represent, warrant and agree, and each investor should note, as the case may be, that the Notes may not be offered or sold, or made the subject of an invitation for subscription or purchase, nor may the Offering Memorandum or any of the documents or materials in connection with the offer or sale or invitation for subscription or any Notes be circulated or distributed, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor; securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; or

(2) where no consideration is or will be given for the transfer; or

(3) where the transfer is by operation of law; or

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Any reference to the SFA is a reference to the Securities and Futures Act, Chapter 289 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

Switzerland Under Swiss law, REITs may qualify as a collective investment scheme. Neither the Issuer nor the Guarantor has been licensed for distribution to non-qualified investors by the Swiss Financial Market Supervisory Authority FINMA (“FINMA”) as a foreign collective investment scheme pursuant to article 120 para. 1 of the Swiss Federal Act on Collective Investment Schemes of June 23, 2006, as amended (“CISA”), and no representative or paying agent in Switzerland has been appointed pursuant to article 120 para. 4 CISA. Accordingly, the Notes may only be offered (within the meaning of article 3(g) of the Swiss Federal Act on Financial Services (“FinSA”) or marketed (within the meaning of article 127a of the Collective Investment Schemes Ordinance), directly or indirectly, in Switzerland and this document

222 and any other marketing or offering documents relating to the Issuer, the Guarantor or the Notes may only be made available in Switzerland to professional clients as defined in article 4(3) FinSA, private clients within the meaning of article 4(2) FinSA who are in a long-standing investment advisory- or investment management relationship with a regulated financial intermediary in accordance with article 10(3ter) CISA and who did not declare that they shall not be treated as qualified investors within the meaning of the CISA. Investors in the Notes do not benefit from the specific investor protection provided by the CISA and the supervision by the FINMA in connection with the licensing for offering or the appointment of a representative or a paying agent in Switzerland.

Alternative Investment in Fund Managers Directive This Offering Memorandum is not intended to be an offer or placement for the purposes of the Alternative Investment Fund Managers Directive (“AIFMD”), and any “marketing” as defined under AIFMD will take place in accordance with the national private placement regimes of the applicable European Economic Area jurisdictions in which the Notes shall be offered or on a reverse-enquiry basis.

223 TRANSFER RESTRICTIONS

Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer, sale, resale, pledge or other transfer of the Notes.

The Notes and the Guarantee have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only outside the United States in compliance with Regulation S under the Securities Act.

By its purchase of the Notes, each purchaser of the Notes will be deemed to:

1. represent that it is purchasing the Notes for its own account or an account with respect to which it exercises sole investment discretion and is purchasing the Notes in an offshore transaction in accordance with Regulation S;

2. acknowledge that the Notes and the Guarantee have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except as set forth below;

3. agree that it will inform each person to whom it transfers Notes of any restrictions on transfer of such Notes; and

4. acknowledge that the Issuer, the Guarantor, the Joint Lead Managers, the Transfer Agent and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and agree that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of the Notes are no longer accurate, it shall promptly notify the Issuer, the Guarantor and the Joint Lead Managers. If it is acquiring any Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

224 LEGAL MATTERS

Certain legal matters with respect to the Notes will be passed upon for us by Milbank LLP as to matters of United States federal and New York law, Makes & Partners Law Firm as to matters of Indonesian law and Allen & Gledhill LLP as to matters of Singapore law. Certain legal matters will be passed upon for the Joint Lead Managers by White & Case Pte. Ltd. as to matters of United States federal and New York law and Witara Cakra Advocates as to matters of Indonesian law.

225 INDEPENDENT AUDITORS

The audited consolidated financial statements as of and for the years ended December 31, 2017, 2018 and 2019 have been audited by RSM Chio Lim LLP, independent public accountants, as stated in their report appearing in this Offering Memorandum.

The unaudited interim consolidated financial information for the nine months ended September 30, 2019 and September 30, 2020 presented in this Offering Memorandum have been reviewed by RSM Chio Lim LLP and prepared in accordance with Financial Reporting Standard 34 Interim Financial Reporting.

226 RATINGS

The Notes are expected to be rated “B1” by Moody’s and “BB-” by Fitch. The credit ratings accorded the Notes are not a recommendation to purchase, hold or sell the Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There can be no assurance that the ratings will remain in effect for any given period or that the ratings will not be revised by the rating agencies in the future if, in their judgment, circumstances so warrant. See “Risk Factors — Risks Relating to the Notes and the Guarantee — The ratings assigned to the Notes may be lowered or withdrawn.”

227 GLOSSARY

The following definitions have, where appropriate, been used in this Offering Memorandum:

“AEI” Asset enhancement initiative.

“Acquisition of Puri Mall” or The acquisition of the majority strata title units of Lippo Mall “Acquisition” Puri from an indirect wholly-owned subsidiary of the Sponsor, which was completed on January 27, 2021.

“Average Rental Rate” Rent payable per sq m over the leased area.

“BOT Agreement” An agreement entered into between the BOT Grantor and BOT Grantee in relation to the construction and operation of the Properties pursuant to a BOT Scheme.

“BOT Grantee” The party which has been granted a right by the BOT Grantor to construct and operate a building on the BOT Land for a particular period of time, pursuant to a BOT Agreement.

“BOT Grantor” The owner of the BOT Land (relevant Indonesian government), who grants a BOT Grantee a right to construct and operate a building on BOT Land for a particular period of time, pursuant to a BOT Agreement; and at the end of the BOT period the BOT Grantee will transfer the BOT Land and building to the BOT Grantor.

“BOT Land” Land owned by the BOT Grantor under the Right to Manage (Hak Pengelolaan).

“BOT Schemes” A contractual arrangement in which a right to build over a state or regional property (in the form of land) is granted by a BOT Grantor to a BOT Grantee, whereas the BOT Grantee will construct buildings and/or facilities on such land to then be utilized and/or operated by the BOT Grantee for a particular period and returned to the BOT Grantor at the end of the agreed period.

“CBD” Central business district.

“Fitch” Fitch Ratings Ltd. and its affiliates or any successor to the rating agency business thereof.

“GDP” Gross domestic product.

“GFA” Gross floor area.

“GRDP” Gross regional domestic product.

“Global Certificates” Certificates representing Registered Notes that are registered in the name of a nominee for one or more clearing systems.

“Indonesian SPCs” Each of the special purpose corporations established under the laws of the Republic of Indonesia that directly hold title to the retail malls and retail spaces.

“IRAS” Inland Revenue Authority of Singapore.

“ITA” Income Tax Act, Chapter 134 of Singapore, as amended or modified from time to time.

228 “LMIR Trust” or “LMIRT” Lippo Malls Indonesia Retail Trust, a unit trust constituted on August 8, 2007 under the laws of the Republic of Singapore.

“LMIR Trust Group” or “Group” LMIR Trust, the Singapore SPCs, the Indonesian SPCs and the Properties.

“LMIRT Manager” LMIRT Management Ltd. (previously known as Lippo Malls Indonesia Retail Trust Management Ltd), as manager of LMIR Trust.

“LMIRT Trust Deed” The trust deed dated August 8, 2007 constituting LMIR Trust and made between LMIRT Management Ltd. (previously known as Lippo Malls Indonesia Retail Trust Management Ltd), as manager of LMIR Trust and the LMIRT Trustee, as amended or supplemented.

“LMIRT Trustee” Perpetual (Asia) Limited, acting in its capacity as trustee of LMIR Trust, or any other person that replaces Perpetual (Asia) Limited as trustee of LMIR Trust under the LMIRT Trust Deed.

“MAS” The Monetary Authority of Singapore.

“Moody’s” Moody’s Investor service and its affiliates or any successor to the rating agency business thereof.

“NAV” Net asset value.

“NLA” Net lettable area.

“Occupancy Rate” Ratio of rented space (including leases committed via executed letters of intent) to the total amount of available space (excluding casual leasing areas).

“Outsource Agreement” An agreement relating to certain maintenance services for our retail malls, such as cleaning and maintenance of utilities that have been contacted to a third party service provider.

“PPP” Purchasing power parity.

“Properties” Together, the retails malls and the retail spaces in our Portfolio from time to time, including Lippo Mall Puri from January 27, 2021.

“Property Funds Appendix” The guidelines for property funds issued by the MAS as Appendix 6 to the Code on Collective Investment Schemes, as amended, varied or supplemented from time to time.

“Property Manager” PT Lippo Malls Indonesia

“Prospectus Directive” Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State of the EEA), and includes any relevant implementing measure in each such relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

“Real GDP” Gross domestic product as adjusted for inflation.

“REIT” Real estate investment trust.

229 “Rights Issue” The renounceable rights issue of 4,682,872,029 new units in LMIR Trust which closed on January 22, 2021.

“Rp” or “Rupiah” The lawful currency of Indonesia.

“S$” or “Singapore Dollars” The lawful currency of Singapore.

“S&P” S&P Global Ratings or any successor to the rating agency business thereof.

“Securities and Futures The Securities and Futures Ordinance (Cap. 571) of Hong Ordinance” Kong.

“SFA” The Securities and Futures Act, Chapter 289 of Singapore.

“SFRS” Singapore Financial Reporting Standards.

“Singapore” The Republic of Singapore.

“Singapore SPCs” Each of the special purpose corporations established under the laws of the Republic of Singapore that directly hold the shares of the Indonesian SPCs.

“Sponsor” PT Lippo Karawaci Tbk.

“Sq m” Square meter.

“Unit(s)” An undivided interest in LMIR Trust as provided for in the LMIRT Trust Deed.

“US$” or “US Dollars” The lawful currency of the United States of America.

“Vendor” PT Mandiri Cipta Gemilang.

“WALE” Weighted average lease expiry.

230 Appendix A

Savills Valuation and Professional Services (S) Pte Ltd (“Savills”) has taken reasonable care and caution in preparing this report (the “Report”), however, Savills does not guarantee the accuracy, adequacy or completeness of the Report and is not responsible for any errors or omissions or for the results obtained from the use of Report. The Report was prepared as of 26 August 2020 and has not been updated since such date. The Report is to be used as reference to the acquisition of Lippo Mall Puri only. The Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of the Report should be construed as an expert advice or investment advice. Interested parties should not rely on the statements or representations of fact, but must satisfy themselves by inspection or otherwise as to the accuracy. In no circumstances will Savills be responsible for any costs or expenses incurred by any recipient in connection with any inspection, investigation or evaluation or for any other costs or expenses. In addition, this Report is not intended to form the basis of, or act as an inducement to enter into, any contract or investment activity, and should not be considered as a recommendation by Savills or any other person in relation to the properties. No person in the employment of the agent or the agent’s principal has any authority to make any representations or warranties whatsoever in relation to this Report and Savills cannot be held responsible for any liability whatsoever or for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Report. Savills shall have no obligation to provide any additional information or to update this Report or to correct any inaccuracies that may become apparent.

This document is copyright material owned by Savills and related entities. Permission to use any part of this document must be sought directly from Savills or its related entities. If permission is given, it will be subject to a requirement that the copyright owners name and interest is acknowledged when reproducing the whole or part of any copyright material.

A-1 Perpetual (Asia) Limited email: [email protected] (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) direct line: 6415 3641 8 Marina Boulevard #05-02 Marina Bay Financial Centre Singapore 018981

LMIRT Management Ltd. (in its capacity as manager of Lippo Malls Indonesia Retail Trust) 6 Shenton Way #12-08 OUE Downtown 2 Singapore 068809

26 August 2020

Dear Sir,

Independent Retail Property Review and Competitive Analysis for Lippo Mall Puri, West Jakarta, Indonesia

Thank you for commissioning Savills Valuation and Professional Services (S) Pte Ltd to conduct an independent retail property market review and competitive analysis for Lippo Mall Puri, West Jakarta, Indonesia.

The study includes an overview of socio-economic and relevant retail trends, analyses of supply, demand, as well as rental and capital values for the retail property market in Indonesia, with focus on West Jakarta. It also includes a review of Lippo Mall Puri and its key competitors.

It has been a pleasure working with you and your team and we look forward to working with you again in the future.

Yours faithfully,

Alan Cheong Executive Director Research & Consultancy Savills Valuation and Professional Services (S) Pte Ltd 30 Cecil Street, #20-03, Prudential Tower Singapore 049712 Tel: 6836 6888

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MARKET RESEARCH REPORT

INTRODUCTION

The information and statistics presented in this market research report is independently prepared by Savills Valuation and Professional Services (S) Pte Ltd for use in a circular issued by LMIRT Management Ltd., the manager of Lippo Malls Indonesia Retail Trust, in connection with its proposed acquisition of Lippo Mall Puri (known hereafter as the subject property), located at Jalan Puri Indah Boulevard Block U1, Puri Indah, South Kembangan Sub-district, Kembangan District, West Jakarta City, DKI Jakarta Province, Indonesia. It is classified by Savills as an upper-grade mall. The market research report includes a socio-economic review of Indonesia, major retail industry and property market trends, site, micro-market and competitive analyses of the subject property.

Certain information is based on, or derived or extracted from, among other sources, publications of government authorities and internal organisations, market data providers, communications with other independent third-party sources unless otherwise indicated. We believe that the sources of such information and statistics are appropriate and have taken reasonable care in extracting and reproducing such information. We have no reason to believe that such information and statistics are false or misleading in any material respect or that any fact has been omitted that would render such information and statistics false or misleading. Savills Valuation and Professional Services (S) Pte Ltd confirms that, after taking reasonable care, they are not aware of any adverse change in market information since the date of this circular which may qualify, contradict or adversely impact the quality of the information in this report.

The forward statements in this report are based on our expectations and forecasts. These statements should be regarded as our assessment of the future, based on certain assumptions on variables which are subject to changing conditions. Changes in any of these variables may significantly affect our expectations and forecasts.

SOCIO-ECONOMIC OVERVIEW

Despite the COVID-19 pandemic, Indonesia is poised for recovery in the mid-term

Pandemic had a significant impact on the global economy, including Indonesia

The COVID-19 pandemic, which was more severe than initially expected, significantly and systematically the global economy. Indonesia has not been spared from the ensuing economic disruption and slew of containment measures at home and abroad. Notwithstanding concerns that weak demand will persist, amid expectations that global demand will remain depressed, consumers and business tightening their spending and a beleaguered tourism industry, Indonesia continues to possess strong potency for recovery from 2021 onwards.

Indonesia possesses strong potency for a rebound in the mid-term

Indonesia’s socio-economic foundations have been laid well over the recent years. It enjoys a solid consumer market base, supported by strong domestic economic growth, rapid urbanisation, as well as its large, youthful population and rising middle class. Indonesia has also weathered several global economic challenges and the associated volatility better than many other countries. Moreover, the Indonesia government recently stepped up its efforts to stem the resurgence of the COVID-19 outbreak in the country and at the same time, reaffirmed its commitment to structural reforms including improving confidence and the ease of doing of business e.g., infrastructure enhancements and the Omnibus Law. In addition, there have been signs of improvement in the economy, with nationwide investment realisation increasing by close to 2% year-on-year

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(YoY) in H1 2020, fuelled by resilient growth in domestic direct investments and investment relocation by foreign companies from China and other countries. This is expected to help spur job creation, ameliorating the ill-effects the pandemic has had on employment to some extent.

While Indonesia’s Gross Domestic Product (GDP) growth is expected at -0.8% in 2020, this is comparatively better than ASEAN’s average of -2.5%. From 2021 to 2023, Indonesia’s economy is projected grow by 5.4% to 5.5% per annum (Figure 1), falling in the upper bound for ASEAN’s projected growth range (5.0% to 5.7%) over the same period. Inflation is expected to remain low in 2020 (2.4%) and 2021 (2.9%), while private consumption is likely to rebound to 5.3% in 2021. With the economy slated to regain growth momentum from 2021 alongside steady population growth, Indonesia is likely to remain an attractive destination for business and leisure, which help drive private consumption. These factors should subsequently help provide some support to the overall growth in the demand for retail space.

Figure 1: Real GDP Growth, Unemployment and Inflation (Indonesia)

8.0%

7.0%

6.0%

5.0%

4.0%

3.0%

2.0%

1.0%

0.0%

-1.0%

-2.0% 2015 2016 2017 2018 2019 20202020 F 20212021 F 20222022 F 20232023 F 20242024 F

Real GDP Growth Unemployment Rate Inflation

Source: Focus Economics, Savills Research & Consultancy, August 2020

RETAIL PROPERTY MARKET

Retail as a viable alternative investment opportunity, despite the temporary fallout

Retail was one of the hardest hit property sectors in Jakarta during the PSBB period

Retail was one of the hardest hit property sectors in Jakarta in H1 2020, amid a significant decline in retail sales and temporary mall closures following to the implementation of large-scale social restrictions

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(Pembatasan Sosial Berskala Besar (PSBB)) in April 2020. While most shopping malls and retail spaces have reopened since the relaxation of social distancing measures in June 2020, overall market sentiment remains pessimistic in the short term given the risk of a resurgence of COVID-19 infections in Jakarta, which will likely further dampen demand for retail space. With the pandemic delaying the completion of several major shopping malls, the surge in new supply in 2021 and 2022 will likely feed into higher retail vacancy in Jakarta, weighing down on rental recovery in the near term. Despite the increased market risk and prolonged hiatus before recovery, we do not expect to see a surge of distressed retail assets entering the market, but rather more “priced-to-market” acquisition opportunities, especially for sought-after quality developments in prime locations.

Well-managed malls in West Jakarta expected to hold up relatively well

With no injection of new retail supply in H1 2020, take-up in West Jakarta held up relatively well at 2,750 sq m, compared with an annual net demand of 3,915 sq m in 2019 (Figure 2). As a result of positive net absorption, vacancy in West Jakarta eased from 10.0% in 2019 to 9.6% in Q2/2020. The positive take-up was largely attributed to the new leases committed in Q1/2020, before the leasing market quietened down in Q2/2020 due to the escalation of COVID-19 outbreak in Indonesia. Owing to the relatively large population and limited retail space available in West Jakarta, retail space per capita in the area remained as one of the lowest at 0.23 sq m, compared with 0.53 sq m in South Jakarta and 0.51 sq m in Central Jakarta. Coupled with the relatively high spending power in West Jakarta, retail occupancy of well-managed malls in the area held up well despite the pandemic.

Figure 2: Retail Supply, Demand and Vacancy (West Jakarta)

NLA sq m Vacancy 160,000 16.0% Completion of Lippo Mall 140,000 Puri (116,014 sq m) 14.0%

120,000 12.0%

100,000 9.6% 10.0% 80,000 (H1 2020) 8.0% 60,000 6.0% 40,000

4.0% 20,000

0 2.0%

-20,000 0.0% 2013 2014 2015 2016 2017 2018 2019 2020F 2021F

Net Supply (LHS) Net Demand (LHS) New Completion (LHS) Vacancy (RHS)

Source: Savills Research & Consultancy, August 2020

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While more new retail supply is expected to enter Jakarta over the next two years, it is primarily concentrated in North Jakarta (30.5%; 125,000 sq m), South Jakarta (29.6%; 121,400 sq m) and Central Jakarta (24.7%; 101,200 sq m), while only 7.9% (32,500 sq m) is in West Jakarta (Figure 3). As such, existing malls in West Jakarta are expected to see limited impact from the supply in the pipeline.

Figure 3: Breakdown of Retail Pipeline Supply from Q4/2020 to 2022 (Jakarta)

Central, 24.7%

East, 7.3%

Daan Mogot City South, 29.6% West, 7.9% Mall, 6.3%

HUB Life Taman Anggrek, 1.6% North, 30.5%

Source: Savills Research & Consultancy, August 2020

Supportive macro-economic and retail market prospects in the mid-term

The supportive macro-economic and retail market outlook in the mid-term is expected to provide a favourable window of opportunity for the acquisition of the subject property in H2 2020, which can likely transpire at an attractive price given the temporary depressed state of the market. Notably, the subject property can capitalise on the market growth potential over the next few years, when the COVID-19 pandemic will likely be effectively managed/ fully controlled.

While overall retail rents are not expected to show an immediate significant upside for the rest of the year, meaningful growth will likely return from late-2021 onwards and rents are likely to see a modest growth of around 1.0% to 3.0% per annum in 2021 and 2022, based on our moderate scenario (Figure 4).

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Figure 4: Base Retail Rents for Specialty Retailers (Jakarta)

IDR per sq m pm 900,000

800,000

700,000

600,000

500,000

400,000

300,000

200,000

100,000

0 2013 2014 2015 2016 2017 2018 2019 H1 2020F 2021F 2022F 2020 High-end Upper Middle-up Middle-low

Source: Savills Research & Consultancy, August 2020

In particular, the recovery of shopping malls in West Jakarta is expected to garner momentum more rapidly, given the limited supply pipeline and lack of development sites in the area. This is especially so for malls located in close proximity to residential estates, amid consumers limit their propensity to travel further distances to their immediate neighbourhoods during the outbreak. Additionally, the rental recovery for upper- grade malls is expected to outperform the overall market in 2022, with an estimated growth of 3.0% YoY, compared with 2.0% to 2.5% YoY for other grades.

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COMPETITIVE ANALYSIS

Lippo Mall Puri is a strategic flagship retail asset, with best-in-class attributes

Table 1: Key Property Particulars and Performance Metrics of Lippo Mall Puri Jalan Puri Indah Boulevard Block U1, Puri Indah, South Kembangan Address Sub-district, Kembangan District, West Jakarta City, DKI Jakarta Province, Indonesia Year of Completion Circa 2012 and commenced operations in July 2014 Registered Owner PT. Mandiri Cipta Gemilang Hak Guna Bangunan (HGB) Land Title and Area HGB certificates No. 05706 and No.05707, covering an area of 73,246 sq m Land Lease Expiry 15 January 2040 Gross Floor Area (GFA) 175,146 sq m (pending segregation final survey) Net Lettable Area (NLA) 116,014 sq m Number of Levels Five levels Number of Tenants 333 Matahari Department Store, Zara, Sogo, LC Waikiki, Uniqlo and Anchor Tenants Cinema XXI Car Park Lots 4,285 Occupancy Rate 91.9% (including committed tenants) Overall: 186,106 Average Monthly Net Passing Rent Anchor Tenants: 84,532 (IDR per sqm) Specialty Tenants: 423,895 Weighted Average Lease Expiry 3.4 (WALE) by NLA Annual Shopper Traffic (in 2019) 16.99 million Annual Shopper Traffic per NLA 146 (per sq m) Source: LMIRT Management Ltd, August 2020

Lippo Mall Puri possesses a broad range of competitive strengths

Seven competitive malls with respect to the subject property were identified, comprising three key major competitors in West Jakarta and four secondary competitors in West and North Jakarta (Figure 5).

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Figure 5: Competitive Malls

Source: Savills Research & Consultancy, August 2020

The subject property possesses many competitive advantages distinguishing itself from these malls:

• An iconic and landmark upper-grade shopping mall in West Jakarta, popular among residents in its primary catchment due to its excellent location, accessibility and significant critical mass. Many of the upcoming malls in Jakarta do not measure up to the scale and diversity of the subject property;

• Excellent transportation connectivity, as the subject property enjoys convenient access from three adjacent roads, including two major toll roads and has the potential to become a transportation hub for the area (Figure 6);

• More accessible on a regular basis than key competitors such as Central Park Mall, which usually experiences a higher level of traffic congestion during its peak hours and rainy seasons;

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Figure 6: Location and Accessibility

Source: Savills Research & Consultancy, August 2020

• Large and diversified primary catchment (5-km radius from the subject property) of nearly 400,000 households or around 1.5 million residents. It is also estimated that the primary catchment has a working population of more than 670,000 workers (which may also be part of the resident population) (Figure 7). Residents in the immediate catchment (including Kebon Jeruk, an affluent residential area) are generally known to be relatively well-heeled, as many are business owners, entrepreneurs and high-level executives. Given that the subject property is located in Puri Indah CBD where various large-scale integrated mixed- use projects are situated, West Jakarta’s most well-established commercial precinct, its catchment is also relatively diversified with pockets of offices, hotels, hospitals and civic amenities;

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Figure 7: Primary Catchment Area

Source: Badan Pusat Statistik DKI Jakarta and Badan Pusat Statistik Banten, Savills Research & Consultancy, August 2020

• Attracts established and affluent families with more stable and higher spending power, compared with Central Park Mall, whose visitors who are relatively younger;

• Enjoys a strong captive market, being the largest and most prominent mall within its primary catchment (Figure 8). It is also one of the most modern and leading retail developments in West Jakarta, and only faces some competition from the likes of similarly-sized and -positioned malls such as Central Park Mall;

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Figure 8: Surrounding Developments (Existing and Future)

Source: Savills Research & Consultancy, August 2020

• Part of a premium integrated development, St. Moritz Jakarta, the largest mixed-use development in West Jakarta and particularly Puri Indah CBD, a well-established commercial precinct (Figure 9). This allows the subject property to be part of a self-contained “live-work-play” eco-system, which is increasingly relevant during the current COVID-19 pandemic where movement is restricted. While many of the upcoming malls are part of mixed-use integrated projects, they do not measure up to the critical mass St. Moritz Jakarta possesses;

• Well-diversified, yet distinctive positioning (Figure 10), given that the subject property is Indonesia’s first digital mall and at the same time, a “One Stop Shopping Mall” with a strong diversity of trades and target markets. This positions the subject property favourably against its competitors; and

• Active mall management, with a slew of planned asset enhancement initiatives in the near term to further enhance the offerings of the subject property that will increase leasable retail space and introduce new retail, and food and beverage (F&B) concepts. This is despite the subject property being a relatively new mall, compared with some of its major competitors.

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Figure 9: St. Moritz Jakarta Integrated Development

Source: LMIRT Management Ltd, August 2020

Figure 10: Trade Mix by NLA

Optician & Eyewear, 0.4% Books & Stationery, 1.4% Fitness, 1.7% Jewellery & Watches, 0.4% Household & Furniture, 2.5% Electronics, 3.3%

Supermarket / Hypermarket, 5.8% Department Store, 31.1% Services, 7.1%

Leisure & Entertainment, 12.1% Fashion & Accessories, F&B, 16.6% 17.7%

Source: Savills Research & Consultancy, August 2020

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Strong potential to scale up in terms of occupancy and rents in the longer term

As a relatively new addition to West Jakarta compared with Puri Indah Mall and Mall Taman Anggrek, the subject property’s performance continues to be in its growth phase. Although the subject property’s current occupancy of 91.9% (including committed tenants, as at 30 June 2020) is below the average for upper-grade malls in Jakarta (94.0%) and some of its major competitors, it is higher than the average retail mall occupancy for the whole Jakarta (89.7%), as well as West Jakarta (90.4%) (Table 2). Additionally, this also grants the subject property with substantial leasing up opportunities and flexibility to enhance its tenant mix, which can potentially lead to future growth in rental income. This is especially pertinent, given the growing importance for shopping malls in Jakarta to evolve alongside the new normal resulting from the proliferation of e- commerce and COVID-19 pandemic.

Table 2: Lippo Mall Puri’s Occupancy and Rents vis-à-vis Market Average and Competitors Average Monthly Net Passing Rent for Performance Metrics Occupancy Rate Specialty Tenants (IDR per sqm) 89.7% Market Average (Jakarta) (94.0% for upper-grade 508,333 malls) Market Average (West Jakarta) 90.4% 481,250 Key Competitors 83.1% to 99.0% 450,000 to 500,000 89.7% Lippo Mall Puri (91.9% if including 423,895 committed tenants)

Source: LMIRT Management Ltd, Savills Research & Consultancy August 2020

Meanwhile, the average monthly passing rent for specialty tenants in the subject property was IDR423,895 per sq m as at 30 June 2020, lower than the market average for upper-grade malls in Jakarta (IDR508,333 per sq m) and West Jakarta (IDR481,250 per sq m). While this suggests that the subject property is underperforming the market, we believe that this implies the underlying potential for the asset to benefit from positive rental reversions in the future, especially when the COVID-19 pandemic tides over in the mid-term. This growth potential is further accentuated by the subject property’s balanced lease expiry profile.

The subject property has a WALE by leased area of 3.4, which is lower than that of Lippo Mall Indonesia Retail Trust’s portfolio (3.8, as at 30 June 2020). This further implies the subject property’s greater disposition to better achieve positive rental reversions once leases are up for renewal in a post-COVID-19 landscape. Given the scale of the subject property, it offers a good balance of long-term anchor leases and shorter-term leases for non-anchor tenants, which provides both stability and growth potential.

CONCLUSION

While the ongoing pandemic has brought about much uncertainty and a shift by many investors towards a more cautious and prudent stance, there are also many strategic growth opportunities that can be seized during this current crisis. Taking into account the findings from the market and competitive analyses, we view Lippo Mall Puri as a strategic flagship asset primed for sustainable long-term growth.

A-14 INDEX TO FINANCIAL STATEMENTS

Index Page Independent Auditor’s Report on the Review of the Unaudited interim consolidated Financial Information for the Nine Month Periods Ended September 30, 2019 and 2020 ...... F-3 Consolidated Statement of Total Return for the Nine Months ended September 30, 2019 and 2020 ...... F-6 Consolidated Statement of Distribution for the Nine Months ended September 30, 2019 and 2020 ...... F-7 Consolidated Statement of Financial Position as of December 31, 2019 and September 30, 2020 ...... F-8 Consolidated Statement of Changes in Unitholders’ Funds for the Nine Months ended September 30, 2019 and 2020 ...... F-9 Consolidated Statement of Cash Flows for the Nine Months ended September 30, 2019 and 2020 ...... F-10 Independent Auditor’s Report for the Years ended December 31, 2019 and 2018 ...... F-27 Statements of Total Return for the Years ended December 31, 2019 and 2018 ...... F-31 Statements of Distribution for the Years ended December 31, 2019 and 2018 ...... F-32 Statements of Financial Position as of December 31, 2019 and 2018 ...... F-33 Statements of Changes in Unitholders’ Funds for the Years ended December 31, 2019 and 2018 ...... F-34 Statement of Cash Flows for the year ended December 31, 2019 and 2018 ...... F-35 Statement of portfolio as of December 31, 2019 and 2018 ...... F-37 Notes to the Consolidated Financial Statements for the Years ended December 31, 2019 and 2018 ...... F-46 Independent Auditor’s Report for the Years ended December 31, 2018 and 2017 ...... F-110 Statements of Total Return for the Years ended December 31, 2018 and 2017 ...... F-114 Statements of Distribution for the Years ended December 31, 2018 and 2017 ...... F-115 Statements of Financial Position as of December 31, 2018 and 2017 ...... F-116 Statements of Changes in Unitholders’ Funds for the Years ended December 31, 2018 and 2017 ...... F-117 Statement of Cash Flows for the year ended December 31, 2018 and 2017 ...... F-118 Statement of portfolio as of December 31, 2018 and 2017 ...... F-120 Notes to the Consolidated Financial Statements for the Years ended December 31, 2018 and 2017 ...... F-128

F-1 F-2 F-3 F-4 F-5 F-6 F-7 F-8 F-9 F-10 F-11 F-12 F-13 F-14 F-15 F-16 F-17 F-18 F-19 F-20 F-21 F-22 F-23 F-24 F-25 F-26 F-27 F-28 F-29 F-30 F-31 F-32 F-33 F-34 F-35 F-36 F-37 F-38 F-39 F-40 F-41 F-42 F-43 F-44 F-45 F-46 F-47 F-48 F-49 F-50 F-51 F-52 F-53 F-54 F-55 F-56 F-57 F-58 F-59 F-60 F-61 F-62 F-63 F-64 F-65 F-66 F-67 F-68 F-69 F-70 F-71 F-72 F-73 F-74 F-75 F-76 F-77 F-78 F-79 F-80 F-81 F-82 F-83 F-84 F-85 F-86 F-87 F-88 F-89 F-90 F-91 F-92 F-93 F-94 F-95 F-96 F-97 F-98 F-99 F-100 F-101 F-102 F-103 F-104 F-105 F-106 F-107 F-108 F-109 F-110 F-111 F-112 F-113 F-114 F-115 F-116 F-117 F-118 F-119 F-120 F-121 F-122 F-123 F-124 F-125 F-126 F-127 F-128 F-129 F-130 F-131 F-132 F-133 F-134 F-135 F-136 F-137 F-138 F-139 F-140 F-141 F-142 F-143 F-144 F-145 F-146 F-147 F-148 F-149 F-150 F-151 F-152 F-153 F-154 F-155 F-156 F-157 F-158 F-159 F-160 F-161 F-162 F-163 F-164 F-165 F-166 F-167 F-168 F-169 F-170 F-171 F-172 F-173 F-174 F-175 F-176 F-177 F-178 F-179 F-180 F-181 F-182 F-183 F-184 F-185 F-186 F-187 F-188 F-189 Registered Office of the Issuer 6 Shenton Way #12-08, OUE Downtown 2 Singapore 068809

Trustee Principal Paying Agent, Registered Office of Registrar and the Guarantor Transfer Agent

Citicorp International Citibank N.A., London Branch Perpetual (Asia) Limited Limited c/o Citibank, N.A., Dublin Branch 8 Marina Boulevard 20th Floor, Citi Tower 1 North Wall Quay #05-02 Marina Bay One Bay East Dublin 1 Financial Centre 83 Hoi Bun Road Ireland Singapore 018981 Kwun Tong, Kowloon, Hong Kong

Legal Advisers to the Company

as to U.S. law as to Singapore law as to Indonesian law

Milbank LLP Allen & Gledhill LLP Makes & Partners Law Firm 12 Marina Boulevard One Marina Boulevard #28-00 Menara Batavia 7th Floor #36-03 MBFC Tower 3 Singapore 018989 Jl. K.H. Mas Mansyur Kav.126 Singapore 018982 Jakarta 10220, Indonesia

Legal Advisers to the Joint Lead Managers

as to U.S. law as to Indonesian law

White & Case Pte. Ltd. Witara Cakra Advocates 8 Marina View #27-01 Sampoerna Strategic Square Asia Square Tower 1 North Tower, Level 17, Jl. Jend. Sudirman Kav. 45-46 Singapore 018960 Jakarta 12930, Indonesia

Legal Adviser to the Trustee

Allen & Overy LLP 50 Collyer Quay #09-01, OUE Bayfront Singapore 049321

Independent Public Accountants

RSM Chio Lim LLP 8 Wilkie Road #03-08, Wilkie Edge Singapore 228095 96610