Lmirt Management Ltd

CIRCULAR DATED 26 NOVEMBER 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no responsibility for the accuracy or correctness of any statements or opinions made, or reports contained, in this circular dated 26 November 2012 (the “Circular”). If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your units in Lippo Malls Indonesia Retail Trust (“LMIR Trust”, and the units in LMIR Trust, “Units”), you should immediately forward this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form in this Circular, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Circular is not for distribution, directly or indirectly, in or into the United States (“U.S.”). It is not an offer of securities for sale into the U.S. There will be no public offer of securities in the U.S.

(Constituted in the Republic of Singapore pursuant to a trust deed dated 8 August 2007 (as amended))

MANAGED BY

LMIRT MANAGEMENT LTD.

CIRCULAR TO UNITHOLDERS

IN RELATION TO: (1) THE PROPOSED ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTED PERSON; (2) THE PROPOSED ACQUISITION OF BINJAI SUPERMALL FROM AN INTERESTED PERSON; AND (3) THE WHITEWASH RESOLUTION.

Independent Financial Adviser to the Independent Directors of LMIRT Management Ltd and the Trustee.

IMPORTANT DATES AND TIMES FOR UNITHOLDERS

Last date and time for lodgement of Proxy Forms : 11 December 2012 at 2.00 p.m.

Date and time of Extraordinary General Meeting : 13 December 2012 at 2.00 p.m.

Place of Extraordinary General Meeting : 333 Orchard Road Mandarin Orchard Singapore Mandarin Ballroom 1, Level 6, Main Tower Singapore 238867 PEJATEN VILLAGE

Pejaten Village is a six-level retail mall (including one basement level) built in 2009, with a gross floor area of 91,749 sq m and net lettable area of about 41,847 sq m. The retail mall is located within a strategic area in the heart of South Jakarta and bears the postal address of Jalan Warung Jati Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta Province, Indonesia.

BINJAI SUPERMALL

Built in 2007, Binjai Supermall is the first and only modern retail mall in Binjai City. Binjai Supermall is a three-level retail mall, and is currently undergoing an expansion and renovation program which is expected to increase its net lettable area by more than 25% by March 2013. TABLE OF CONTENTS

Page

CORPORATE INFORMATION ...... ii

SUMMARY ...... 1

INDICATIVE TIMETABLE ...... 9

LETTER TO UNITHOLDERS

1. ApprovalsSought...... 10

2. TheProposedTransactions...... 10

3. TheProposedAcquisitions...... 12

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

5. Pro Forma Financial Effects of the Proposed Acquisitions and the RecentAcquisitions...... 28

6. TheWhitewashResolution...... 32

7. Recommendations...... 36

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

9. AbstentionsfromVoting...... 37

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

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

12. Consents...... 38

13. DocumentsforInspection...... 38

IMPORTANT NOTICE ...... 39

GLOSSARY ...... 40

APPENDIX A Independent Financial Adviser’s Letter ...... A-1

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

APPENDIX C TaxConsiderations...... C-1

APPENDIX D SummaryValuationReports...... D-1

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

APPENDIX F RelatedTenancyAgreements...... F-1

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

PROXY FORM

i CORPORATE INFORMATION

Directors of LMIRT Management : Mr Albert Saychuan Cheok (Chairman & Independent Ltd. (the manager of LMIR Trust, Non-Executive Director) the “Manager”) Ms Viven Gouw Sitiabudi (Executive Director of the Board and Chief Executive Officer) Mr Douglas Chew (Non-Executive Director) Mr Bunjamin J. Mailool (Non-Executive Director) Mr Lee Soo Hoon, Phillip (Independent Non-Executive Director) Mr Goh Tiam Lock (Independent Non-Executive Director)

Registered Office of the : 50 Collyer Quay Manager #06-07 OUE Bayfront Singapore 049321

Trustee of LMIR Trust (the : HSBC Institutional Trust Services (Singapore) Limited “Trustee”) 21 Collyer Quay #10-02 HSBC Building Singapore 049320

Legal Adviser for the : Allen & Gledhill LLP Acquisitions and to the Manager One Marina Boulevard #28-00 as to Singapore Law Singapore 018989

Legal Adviser for the : Makes & Partners Acquisitions and to the Manager Menara Batavia, 7th Floor and the Trustee as to Jl. KH. Mas Mansyur Kav. 126 Indonesian Law Jakarta 10220, Indonesia

Legal Adviser to the Trustee as : Rodyk & Davidson LLP to Singapore Law 80 Raffles Place #33-00 UOB Plaza 1 Singapore 048624

Independent Financial Adviser : KPMG Corporate Finance Pte Ltd to the Independent Directors of 16 Raffles Quay the Manager and to the Trustee #22-00 Hong Leong Building Singapore 048581

Independent Reporting : RSM Chio Lim LLP Accountant 8 Wilkie Road #03-08 Wilkie Edge Singapore 228095

Independent Singapore Tax : Ernst & Young Solutions LLP Adviser One Raffles Quay North Tower, Level 18 Singapore 048583

ii Independent Indonesia Tax : PB Taxand Adviser Menara Imperium 27th Floor Jl. H.R. Rasuna Said Kav. 1 Jakarta 12980 Indonesia

Independent Valuer (appointed : KJPP Willson & Rekan by the Trustee) (“KJPP WR”) Wisma Nugra Santana #17-03 Jl. Jenderal Sudirman Kav. 7-8 Jakarta 10220 Indonesia

Independent Valuer (appointed : KJPP Rengganis, Hamid & Rekan by the Manager) (“KJPP RHP”) Menara Kuningan 8th Floor Jl. H.R. Rasuna Said Blok X-7 Kav. 5 Jakarta 12940 Indonesia

iii This page has been intentionally left blank. SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of defined terms may be found in the Glossary on pages 40 to 48 of this Circular.

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

INTRODUCTION

Listed on the SGX-ST on 19 November 2007, LMIR Trust is a Singapore-based real estate investment trust with a diversified portfolio of income-producing retail and retail-related properties in Indonesia. LMIR Trust is established with the principal investment objective of owning and investing, on a long-term basis, in a diversified portfolio of income-producing real estate in Indonesia that are primarily used for retail and/or retail-related purposes, and real estate-related assets in connection with the purposes mentioned in the foregoing. As at 30 September 2012, LMIR Trust’s portfolio comprises 10 high-quality retail malls and seven major retail units located within other retail malls with a combined net lettable area (“NLA”) of 546,776 sq m and valuation of S$1,375.6 million based on LMIR Trust’s balance sheet as at 30 September 2012 (the “September 2012 Portfolio”).

SUMMARY OF THE TRANSACTIONS

Overview

In order to continue to grow LMIR Trust in accordance with its principal investment objective, the Manager proposes to carry out the following Interested Person Transactions1 (the “Transactions”):

• the acquisition of Pejaten Village, a six-level (including one basement level) retail mall located in the city of Jakarta, Indonesia, bearing the postal address Jalan Warung Jati Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta Province and which is covered by three HGB Certificates issued by the relevant National Land Office in accordance with applicable laws of the Republic of Indonesia (“SHGB”)2 (Sertipikat Hak Guna Bangunan) (“Pejaten Village”, and the acquisition of Pejaten Village, the “Pejaten Village Acquisition”), from Sea Pejaten Pte. Ltd. (“Sea Pejaten”) and Gading Nusa Utama (“GNU”, and together with Sea Pejaten, the “Pejaten Village Vendors”)3 which own Pejaten Village indirectly in the proportions 95.0% and 5.0%, respectively, for a

1“Interested Person Transaction” means a transaction between an entity at risk and an Interested Person. 2 Under Indonesia land law, the highest title which can be obtained by a company incorporated or located in 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. A holder of the 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. 3 Pejaten Village will be acquired by LMIR Trust through a wholly-owned subsidiary, namely Requis Investment Pte. Ltd. (“Requis”). Requis will enter into a sale and purchase agreement with Sea Pejaten for the acquisition of a 75.0% interest in PT Panca Permata Pejaten (“PPP”), which directly holds Pejaten Village, and Gaillard Investment Pte. Ltd. (“Gaillard”), which is a wholly-owned subsidiary of Requis, will enter into a sale and purchase agreement with Sea Pejaten and GNU for the remaining 20.0% and 5.0% interest in PPP, respectively.

1 purchase consideration of Rp.748.0 billion (S$95.1 million1) (the “Pejaten Village Purchase Consideration”)2. Pejaten Village has a net lettable area (“NLA”) of 41,847 square metres (“sq m”) as at 30 June 2012; and

• (a) the acquisition of Binjai Supermall, a three-level retail mall located in Binjai, North Sumatra, Indonesia, bearing the postal address Jalan Soekarno Hatta No. 14, Timbang Langkat Sub District, East Binjai District, Binjai City, North Sumatra Province and which is covered by one SHGB Certificate No. 93 with a total area of 13,267 sq m (“Binjai Supermall”, and together with Pejaten Village, the “Proposed Properties”) from PT Trias Mitra Investama (“TMI”)3, which owns Binjai Supermall (the “Sale of Binjai Supermall”); and

(b) the transfer of rights over units which consist of 12,867 sq m area in the Lower Ground Floor, Ground A Floor, Ground B Floor, Ground/Basement, Upper Ground Floor A and Roof Floor of Binjai Supermall (the “Binjai Units”) from PT Matahari Putra Prima Tbk4 (“MPP”, and together with TMI, the “Binjai Supermall Vendors”) (the “Novation of Binjai Units”),

for an aggregate consideration of Rp.237.5 billion (S$30.2 million) (the “Binjai Supermall Aggregate Consideration”)5 (the “Binjai Supermall Acquisition” and together with the Pejaten Village Acquisition, the “Proposed Acquisitions”). Binjai Supermall is expected to have an NLA of 23,022 sq m (which is inclusive of the space to be acquired from MPP in Binjai Supermall) after the completion of an asset enhancement initiative by March 2013.

For the avoidance of doubt, completion of the Pejaten Village Acquisition and the Binjai Supermall Acquisition are not inter-conditional upon each other. However, each of the Pejaten Village Acquisition and the Binjai Supermall Acquisition is conditional upon the Whitewash Resolution because these are interested party transactions (as defined in Appendix 6 of the Code of Collective Investment Schemes (the “Property Funds Appendix”) issued by the Monetary Authority of Singapore (the “MAS”) and under paragraph 5.6 of the Property Funds Appendix, acquisitions from interested parties are required to be paid in Units. The receipt by the Manager of the Acquisition Fee Units (as defined below) is conditional upon the Whitewash Resolution (see paragraph 6 of the Letter to Unitholders for further details).

1 Based on the illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2 (the “Illustrative Rupiah Exchange Rate”) on 19 November 2012, being the latest practicable date prior to the printing of this Circular (the “Latest Practicable Date”). Unless otherwise stated, all conversions of Rp. amounts into S$ in this Circular shall be based on the Illustrative Rupiah Exchange Rate and all amounts in Rp. and S$ in this Circular shall, where such amount exceeds one million, be rounded to one decimal number. 2 The Pejaten Village Purchase Consideration is subject to adjustment for the consolidated net assets or net liabilities of PPP as at the completion date (“Final Completion”) of the Pejaten Village Acquisition. 3 Binjai Supermall will be acquired by LMIR Trust through its wholly-owned subsidiary, Sagacity Investments Pte. Ltd. (“Sagacity”). Sagacity holds a 75.0% interest in PT Amanda Cipta Utama (“ACU”), and Maxi Magna Investments Pte. Ltd. (“Maxi Magna”), which is a wholly-owned subsidiary of Sagacity, holds a 25.0% interest in ACU. ACU will in turn enter into a conditional sale and purchase agreement with TMI and PT Matahari Putra Prima Tbk for the acquisition of Binjai Supermall. 4 The rights over the Binjai Units were held by MPP pursuant to (I) Perjanjian Pengalihan Pengikatan Jual Beli Satuan Kios/Kios Binjai Supermall dated 3 October 2005 (the “Transfer of Rights Agreement”) made by and between MPP and PT Persada Mandiri Dunia Niaga (“PMDN”), (II) Perjanjian Pengalihan Hak Kepemilikan Satuan Kios/Kios Binjai Supermall dated 3 October 2005 made by and between MPP, PMDN and TMI, and (III) Addendum to the Transfer of Conditional Sale and Purchase Agreement dated 3 October 2005 (Addendum Terhadap Perjanjian Pengalihan Pengikatan Jual Beli Satuan Kios/Kios Binjai Supermall) dated 20 March 2012 made by and between MPP and PMDN. 5 The Binjai Supermall Aggregate Consideration comprises a purchase consideration of Rp.154.95 billion (S$19.7 million) for the Sale of Binjai Supermall and a novation consideration of Rp.82.55 billion (S$10.5 million) for the Novation of Binjai Units.

2 Key Benefits of the Proposed Acquisitions

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

(i) acquisition of retail mall assets at discounts to the average of the independent valuations offering stable occupancies and leasing up opportunities;

(ii) opportunity to increase the earnings of LMIR Trust;

(iii) the Proposed Properties are located at strategic locations with sustainable retail traffic;

(iv) increased economies of scale in operations and marketing; and

(v) diversification of LMIR Trust’s asset portfolio to minimise concentration risk.

(See paragraph 2.1 of the Letter to Unitholders for further details.)

Recent Acquisitions

LMIR Trust has also recently completed the acquisitions of the following properties (the “Recent Properties”, and the acquisitions of the Recent Properties, the “Recent Acquisitions”), pursuant to its announcements dated 15 October 2012 and 14 November 2012:

(i) Palembang Square, a four-level retail mall located in Palembang, South Sumatra, Indonesia, bearing the postal address Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatera Province (“Palembang Square”), for a purchase consideration of Rp.467.0 billion (S$59.9 million1). Palembang Square is part of a mixed-use development consisting of a hotel, a proposed hospital and Palembang Square Extension (as defined below) and has an NLA (after the completion of a refurbishment and repositioning exercise) of 31,448 sq m;

(ii) Palembang Square Extension, a two-level retail mall (including one underground level) with a bridge, located in Palembang, South Sumatra, Indonesia, bearing the postal address Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatera Province (“Palembang Square Extension”), for a purchase consideration of Rp.221.5 billion (S$28.4 million1). Palembang Square Extension is part of a mixed-use development consisting of a hotel, a proposed hospital and an existing mall and has an NLA of 17,326 sq m. Palembang Square Extension is directly connected to Palembang Square;

(iii) Tamini Square, a seven-level (including two basement levels) strata titled retail mall located in the city of Jakarta, Indonesia, bearing the postal address Jalan Raya Taman Mini Pintu 1 No. 15, Pinang Ranti Sub District, Makasar District, East Jakarta Region, DKI Jakarta Province (“Tamini Square”), for a purchase consideration of Rp.180.0 billion (S$23.1 million1). Tamini Square has an NLA of 17,475 sq m; and

(iv) Kramat Jati Indah Plaza, a five-level (including one basement level) retail mall located in the city of Jakarta, Indonesia, bearing the postal address Jalan Raya Bogor Km 19, Kramat Jati Sub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province (“KJI”), for a purchase consideration of Rp.540.0 billion (S$69.3 million1). KJI has an NLA of 32,540 sq m.

1 Based on the exchange rate of S$1.00 to Rp. 7,795.3, being the reference exchange rate which was agreed upon between the parties to the relevant sale and purchase agreement(s).

3 COST OF THE PROPOSED ACQUISITIONS

The following table sets out the appraised values (as at 30 June 2012) of Pejaten Village and Binjai Supermall by two independent property valuers, KJPP WR in affiliation with Knight Frank (appointed by the Trustee) and KJPP RHP in strategic alliance with CB Richard Ellis (appointed by the Manager) (KJPP RHP together with KJPP WR, the “Independent Valuers”), the Pejaten Village Purchase Consideration and the Binjai Supermall Aggregate Consideration:

Average of Independent Property Valuations Purchase Appraised Value conducted by Consideration/ KJPP RHP and Aggregate Property by KJPP RHP by KJPP WR KJPP WR Consideration (Rp. (S$ (Rp. (S$ (Rp. (S$ (Rp. (S$ billion) million) billion) million) billion) million) billion) million) Pejaten Village ...... 841.0 106.9 870.2 110.6 855.6 108.8 748.0(1) 95.1(1) Binjai Supermall . . . . 247.0 31.4 253.90 32.3 250.4 31.8 237.5(2) 30.2(2)

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

Notes:

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

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

The total cost of the Proposed Acquisitions, inclusive of the aggregate purchase/aggregate consideration of the Proposed Properties, the acquisition fee in relation to each of the Proposed Acquisitions payable to the Manager, as well as other estimated professional and other fees and expenses incurred in connection with the Proposed Acquisitions, is expected to be Rp.1,024.3 billion (S$130.2 million) (“Total Acquisition Cost”).

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

4 METHOD OF FINANCING

The Manager intends to finance the cash portion of S$129.0 million (Rp.1,014.5 billion) of the Total Acquisition Cost1 with:

(i) the proceeds raised from the issuance of the S$200,000,000 4.88% Notes due 2015 and S$50,000,000 5.875% Notes due 2017 (collectively, the “Notes”) pursuant to the S$750,000,000 Guaranteed Euro Medium Term Note Programme established by LMIRT Capital Pte. Ltd. (a wholly-owned subsidiary of LMIR Trust) (the “EMTN Programme”) as announced by the Manager on 26 June 2012;

(ii) the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017 pursuant to the EMTN Programme as announced by the Manager on 15 November 2012; and

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

SUMMARY OF APPROVALS SOUGHT

The Manager seeks the approval of unitholders of LMIR Trust (“Unitholders”) for the resolutions stated below:

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

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

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

RESOLUTION 1: PROPOSED ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTED PERSON

Interested Person Transaction and Interested Party Transaction2 in connection with the Pejaten Village Acquisition

As at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units (comprising 2.88% of the total number of issued Units). The Manager is wholly-owned by Peninsula Investment Limited (“Peninsula”), a wholly-owned subsidiary of Jesselton Investment Ltd (“Jesselton”) which is in turn a wholly-owned subsidiary of the Sponsor. The Sponsor, directly and/or through its subsidiaries and associates and through its interest in the Manager, has (i) deemed interests of approximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and

1 For the avoidance of doubt, the cash component of the Total Acquisition Cost does not include the acquisition fees for the Proposed Acquisitions of Rp.9.9 billion (or S$1.3 million), which is payable in Units to the Manager pursuant to Clause 15.2.1 of the trust deed dated 8 August 2007 constituting LMIR Trust (as amended) (the “Trust Deed”). Clause 15.2.1 of the Trust Deed states that the Manager is entitled to receive an acquisition fee calculated at the rate of 1.0% of the purchase price paid for any Authorised Investment (as defined in the Trust Deed) acquired from time to time by the Trustee on behalf of LMIR Trust, and the purchase price shall be the amount after deducting the interest of any co-owner or co-participant. 2“Interested Party Transaction” has the meaning ascribed to it in paragraph 5 of the Property Funds Appendix.

5 is therefore regarded as a “controlling unitholder”1 of LMIR Trust, and “controlling shareholder”2 of the Manager, under both the Listing Manual of the SGX-ST (the “Listing Manual”) and (where applicable) the Property Funds Appendix. The Pejaten Village Vendors are indirect wholly-owned subsidiaries of the Sponsor. For the purposes of Chapter 9 of the Listing Manual, each of the Pejaten Village Vendors is an Interested Person3 of LMIR Trust, and for the purposes of paragraph 5 of the Property Funds Appendix relating to Interested Party Transactions, each of the Pejaten Village Vendors is an Interested Party4 of LMIR Trust.

As such, the Pejaten Village Acquisition will constitute an Interested Person Transaction under Chapter 9 of the Listing Manual. The Pejaten Village Acquisition will also constitute an Interested Party Transaction under paragraph 5 of the Property Funds Appendix. Further, the value of the Pejaten Village Acquisition is equal to 8.2% of LMIR Trust’s net asset value (“NAV”) of S$1,153.8 million as at 30 September 2012, and 8.2% of LMIR Trust’s latest unaudited net tangible assets (“NTA”) of S$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders is required under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix. Accordingly, the approval of Unitholders is sought for the Pejaten Village Acquisition (see paragraph 4.1 of the Letter to Unitholders for further details).

UNITHOLDERS SHOULD NOTE THAT RESOLUTION 1 (ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTED PERSON) IS SUBJECT TO AND CONTINGENT UPON THE PASSING OF RESOLUTION 3 (THE WHITEWASH RESOLUTION).

1“Controlling Unitholder” means a person who: (a) holds directly or indirectly 15% or more of the nominal amount of all voting units in the property fund. The MAS may determine that such a person is not a controlling unitholder; or (b) in fact exercises control over the property fund. 2“Controlling Shareholder” means a person who: (a) holds directly or indirectly 15% or more of the total number of issued shares excluding treasury shares in the company; or (b) in fact exercises control over a company. 3“Interested Person” means: (a) In the case of a company, “interested person” means: (i) a director, chief executive officer, or controlling shareholder of the issuer; or (ii) an associate of any such director, chief executive officer, or controlling shareholder; and (b) in the case of a REIT, shall have the meaning defined in the Code on Collective Investment Schemes issued by the MAS. 4“Interested Party” means: (a) a director, chief executive officer or controlling shareholder of the manager, or the manager, the trustee or controlling unitholder of the property fund; or (b) an associate of any director, chief executive officer or controlling shareholder of the manager, or an associate of the manager, the trustee or any controlling unitholder of the property fund.

6 RESOLUTION 2: PROPOSED ACQUISITION OF BINJAI SUPERMALL FROM AN INTERESTED PERSON

Interested Person Transaction and Interested Party Transaction in connection with the Binjai Supermall Acquisition

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

As such, the Binjai Supermall Acquisition will constitute an Interested Person Transaction under Chapter 9 of the Listing Manual. The Binjai Supermall Acquisition will also constitute an Interested Party Transaction under paragraph 5 of the Property Funds Appendix. The value of the Binjai Supermall Acquisition is equal to 2.6% of LMIR Trust’s NAV of S$1,153.8 million as at 30 September 2012, and 2.6% of LMIR Trust’s latest unaudited NTA of S$1,153.8 million as at 30 September 2012. Although approval of Unitholders is not required for the Binjai Supermall Acquisition under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix, the Manager wishes to seek Unitholders’ approval for the Binjai Supermall Acquisition for (i) good corporate governance and (ii) due to the fact that Unitholders’ approval is also being sought for the Pejaten Village Acquisition. Accordingly, the approval of Unitholders is sought for the Binjai Supermall Acquisition (see paragraph 4.1 of the Letter to Unitholders for further details).

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

RESOLUTION 3: THE WHITEWASH RESOLUTION

Waiver of the Singapore Code of Take-overs and Mergers

On 20 October 2011, Unitholders other than the Sponsor, parties acting in concert with the Sponsor and parties which are not independent of the Sponsor (the “Independent Unitholders”) had approved a waiver of their right to receive a mandatory offer from the Sponsor and parties acting in concert with the Sponsor, in the event that they incurred an obligation to make a mandatory offer (“Mandatory Offer”) pursuant to Rule 14 of the Singapore Code of Take-overs and Mergers (the “Code”) as a result of, amongst others, the receipt of the acquisition fee in relation to the acquisition of Pluit Village (“Pluit Village Acquisition”) in Units (“Pluit Village Acquisition Fee Units”) by the Manager in its own capacity. Pluit Village was acquired on 6 December 2011 and the payment for the final adjustment in relation to the Pluit Village Acquisition was made in May 2012. As the Pluit Village Acquisition Fee Units were not issued to the Manager within three months of the extraordinary general meeting held on 20 October 2011, the approval granted by the Independent Unitholders on 20 October 2011 would have to be refreshed in order for the Manager to receive the Pluit Village Acquisition Fee Units.

In addition, as the Proposed Acquisitions are Interested Party Transactions under the Property Funds Appendix, the Manager is required under paragraph 5.6 of the Property Funds Appendix to receive the acquisition fees for the Proposed Acquisitions (which is equal to 1.0% of the purchase consideration of the Proposed Acquisitions) (“Acquisition Fees”) in Units. In accordance with paragraph 5.6 of the Property Funds Appendix which applies to Interested Party Transactions, the Units to be issued as payment of the Acquisition Fees are not to be sold within one year from their date of issuance.

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

7 The SIC has, on 9 November 2012,granted a waiver (the “SIC Waiver”) of the requirement by the Sponsor and parties acting in concert with the Sponsor to make a Mandatory Offer for the remaining Units not owned or controlled by the Sponsor and parties acting in concert with the Sponsor, in the event that they incur an obligation to make a Mandatory Offer pursuant to Rule 14 of the Code as a result of the receipt of (i) the acquisition fee which is required to be paid to the Manager in Units pursuant to paragraph 5.6 of the Property Funds Appendix, in respect of the Proposed Acquisitions and (ii) the Pluit Village Acquisition Fee Units (collectively, the “Acquisition Fee Units”), as these are acquisitions from Interested Parties, subject to the satisfaction of the conditions specified in the SIC Waiver (as set out in paragraph 6.2 of the Letter to Unitholders) including the approval of the Whitewash Resolution by Independent Unitholders (as defined herein) at the extraordinary general meeting of Unitholders to be held on 13 December 2012 at 2.00 p.m. (the “EGM”).

The Manager hereby proposes to seek approval from Unitholders other than the Sponsor, parties acting in concert with the Sponsor and parties which are not independent of the Sponsor (the “Independent Unitholders”) for a waiver of their right to receive a mandatory offer from the Sponsor and parties acting in concert with the Sponsor for the remaining issued Units not owned or controlled by the Sponsor and parties acting in concert with the Sponsor, in the event that they incur an obligation to make a Mandatory Offer as a result of the receipt of the Acquisition Fee Units by the Manager in its own capacity.

Rationale for the Whitewash Resolution

The Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units without the Sponsor having to make a Mandatory Offer, and the rationale for enabling the Manager to do so is set out in paragraph 6.3 of the Letter to Unitholders.

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

8 INDICATIVE TIMETABLE

The timetable for the events which are scheduled to take place after the EGM is indicative only and is subject to change at the Manager’s absolute discretion. Any changes (including any determination of the relevant dates) to the timetable below will be announced.

Event Date and Time

Last date and time for lodgement of Proxy : 11 December 2012 at 2.00 p.m. Forms

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

The Acquisitions

Target date for the Proposed Completion : Not later than 31 December 2012 (or such (as defined herein) of the Pejaten Village other date as may be agreed between the Acquisition1 Trustee and the Pejaten Village Vendors)

Target date for the Proposed Completion : Not later than 31 December 2012 (or such of the Binjai Supermall Acquisition other date as may be agreed between the Trustee and the Binjai Supermall Vendors)

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

9 LIPPO MALLS INDONESIA RETAIL TRUST (Constituted in the Republic of Singapore pursuant to a trust deed dated 8 August 2007 (as amended))

Directors of the Manager Registered Office Mr Albert Saychuan Cheok (Chairman & Independent 50 Collyer Quay Non-Executive Director) #06-07 OUE Bayfront Ms Viven Gouw Sitiabudi (Executive Director of the Board and Singapore 049321 Chief Executive Officer) Mr Douglas Chew (Non-Executive Director) Mr Bunjamin J. Mailool (Non-Executive Director) Mr Lee Soo Hoon, Phillip (Independent Non-Executive Director) Mr Goh Tiam Lock (Independent Non-Executive Director) 26 November 2012

To: Unitholders of Lippo Malls Indonesia Retail Trust

Dear Sir/Madam

1. APPROVALS SOUGHT

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

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

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

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

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

2. THE PROPOSED TRANSACTIONS

2.1. Rationale for the Proposed Acquisitions

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

2.1.1. Acquisition of Retail Mall Assets at Discounts to the Average of the Independent Valuations offering Stable Occupancies and Leasing up Opportunities

10 and are in line with the Manager’s acquisition growth strategy of owning retail and/or retail related properties to optimise Unitholders’ returns, as well as provide potential capital appreciation and long-term growth.

Average of Independent Discount Purchase Valuations to the Consideration/ conducted by Average Aggregate KJPP RHP and Valuations Property Consideration KJPP WR (%) Pejaten Village Rp.748.0 billion Rp.855.6 billion 12.6% (S$95.1 million) (S$108.8 million) Binjai Supermall The Binjai Rp.250.5 billion 5.2% Supermall (S$31.8 million) Aggregate Consideration is Rp.237.5 billion (S$30.2 million).

As at 30 September 2012, the occupancy rates of Pejaten Village and Binjai Supermall are 96.3% and 91.2% respectively. The high occupancy rates are a reflection of the strong demand for retail space in Jakarta, where Pejaten Village is located, as well as the strategic location of Binjai Supermall, which is currently the only mall in Binjai City which serves as a transit area for people travelling from Medan to Aceh.

2.1.2. Opportunity to Enhance the Earnings of LMIR Trust

Based on the pro forma financial statements for the year ended 31 December 2011, the pro forma Net Property Income1 contribution from Pejaten Village and Binjai Supermall was Rp.55.1 billion (S$7.0 million). Based on the pro forma financial statements for the six months ended 30 June 2012, the pro forma Net Property Income contribution from Pejaten Village and Binjai Supermall was Rp.39.4 billion (S$5.0 million), which represents, on a historical pro forma basis, a 9.0% increase in LMIR Trust’s investment value and a 16.3% increase in LMIR Trust’s Net Property Income.

2.1.3. Strategic Locations with Sustainable Retail Traffic

The Proposed Properties are strategically located within Jakarta and Binjai (a transit point between Medan, the largest city in Sumatra, and Aceh), giving LMIR Trust access to the dense populations located in these cities, thereby ensuring sustainable retail traffic at these properties.

LMIR Trust’s retail malls are positioned as “Everyday Malls” that provide necessities (e.g. supermarkets and family shopping) to the community living in the regions neighbouring its retail malls and target the middle income population in densely populated cities in Indonesia. The positioning of the Proposed Properties are in line with LMIR Trust’s targeted market segment comprising Indonesia’s expanding and prospering urban middle class segment.

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

11 2.1.4. Increased Economies of Scale in Operations and Marketing

The Proposed Acquisitions and the Recent Acquisitions will enable LMIR Trust to enlarge its presence in the retail mall sector in Indonesia and to benefit from increased economies of scale as the Manager and the property manager(s) of the Enlarged Portfolio1 can potentially spread certain operating costs (e.g. staff and personnel costs) over a larger portfolio, and increase their bargaining power with suppliers and service providers.

The Proposed Acquisitions are similarly expected to deliver economies of scale and benefit the marketing and leasing activities of LMIR Trust by expanding and deepening LMIR Trust’s portfolio of key tenant relationships, especially with tenants of the Proposed Properties who are currently not tenants of LMIR Trust’s malls.

2.1.5. Diversification of Assets Portfolio to Minimise Concentration Risks

The Proposed Acquisitions will allow LMIR Trust to diversify its portfolio geographically across Indonesia, thereby reducing asset concentration risks within LMIR Trust’s Enlarged Portfolio.

Following the Proposed Acquisitions, the maximum contribution to LMIR Trust’s Net Property Income by any single property within LMIR Trust’s property portfolio will decrease to approximately 13% based on the relevant figures for the period ended 30 June 2012. Further income diversification means greater resilience and stability of income streams for LMIR Trust, thus benefiting its Unitholders.

3. THE PROPOSED ACQUISITIONS

3.1. The Purchase/Aggregate Consideration and Valuations for the Proposed Acquisitions

3.1.1 Pejaten Village

On 23 October 2012, the Trustee, through its wholly-owned subsidiaries Requis and Gaillard, entered into three separate share purchase agreements with the Pejaten Village Vendors (“Pejaten Village CSPAs”) for the acquisition of Pejaten Village. The Pejaten Village Purchase Consideration of Rp.748.0 billion (S$95.1 million) was arrived at on a willing-buyer and willing-seller basis after taking into account the valuations of Pejaten Village by the Independent Valuers, and is subject to adjustment for the consolidated net assets or net liabilities of PPP as at the completion date of the Pejaten Village Acquisition. The Pejaten Village Purchase Consideration will be paid on completion of the Pejaten Village Acquisition (the “Proposed Completion”) under the Pejaten Village CSPAs, which shall be on a date to be determined in accordance with the provisions of the Pejaten Village CSPAs.

1“Enlarged Portfolio” means the September 2012 Portfolio, the Proposed Properties and the Recent Properties (as defined herein).

12 KJPP WR and KJPP RHP were appointed by the Trustee and the Manager, respectively, to value Pejaten Village. In their respective reports, KJPP WR and KJPP RHP have stated the open market value of Pejaten Village as at 30 June 2012 to be Rp.870.2 billion (S$110.6 million) and Rp.841.0 billion (S$106.9 million), respectively. In arriving at the independent valuations, both KJPP WR and KJPP RHP used the income valuation method, utilising a discounted cash flow analysis.

Basis and assumptions in arriving at independent valuations for Pejaten Village

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

KJPP WR KJPP RHP Estimated discount rates using pre-tax rates that reflect current market assessments at the risks specific to the properties 11.50% 10.36% Rental Growth rates 5.0% 6.0% Cash flow forecasts derived Discounted Discounted from the most recent cash flow analysis cash flow analysis financial budgets and plans over 6 years over 11 years approved by management projections projections (5 years holding (10 years holding period)(1) period)(1) Terminal capitalisation rates 10.0% 11.0%

Note: (1) The number of projection years for the cashflow forecasts which each valuer deemed appropriate is based on their independent assessment of the numbers of years required for the properties to reach a high level of income stability, which the valuers had in turn determined based on their respective professional opinion as to the investment holding periods for the properties. The factors which the valuers had taken into account include, among others, the properties’ existing occupancy rates, the time taken for the properties to achieve maximum occupancy levels, the date of commencement of operation of the properties and potential impact from the on-going asset enhancements activities.

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

3.1.2 Binjai Supermall

On 23 October 2012, the Trustee, through its wholly-owned subsidiary ACU, entered into a conditional sale and purchase agreement with the Binjai Supermall Vendors (the “Binjai Supermall CSPA”) for the acquisition of Binjai Supermall. The Binjai Supermall Aggregate Consideration of Rp.237.5 billion (S$30.2 million) was arrived at on a willing-buyer and willing-seller basis after taking into account the valuations of Binjai Supermall by the Independent Valuers (as defined herein). The Binjai Supermall Aggregate Consideration comprises a purchase consideration of Rp.154.95 billion (S$19.7 million) for the Sale of Binjai Supermall and a novation consideration of Rp.82.55 billion (S$10.5 million) for the Novation of Binjai Units. The Binjai Supermall Aggregate Consideration will be paid on completion of the Binjai Supermall Acquisition (the “Proposed Completion”) under the Binjai Supermall CSPA, which shall be on a date to be determined in accordance with the provisions of the Binjai Supermall CSPA.

13 KJPP WR and KJPP RHP were appointed by the Trustee and the Manager, respectively, to value Binjai Supermall. In their respective reports, KJPP WR and KJPP RHP have stated the open market value of Binjai Supermall as at 30 June 2012 to be Rp.253.9 billion (S$32.3 million) and Rp.247.0 billion (S$31.4 million), respectively. In arriving at the valuations, both KJPP WR and KJPP RHP used the income valuation method, utilising a discounted cash flow analysis.

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

Basis and assumptions in arriving at independent valuations for Binjai Supermall

The basis and assumptions adopted by KJPP WR and KJPP RHP in arriving at their respective valuations of Pejaten Village are set out in the table below.

Note:

(1) The number of projection years for the cashflow forecasts which each valuer deemed appropriate is based on their independent assessment of the numbers of years required for the properties to reach a high level of income stability, which the valuers had in turn determined based on their respective professional opinion as to the investment holding periods for the properties. The factors which the valuers had taken into account include, among others, the properties’ existing occupancy rates, the time taken for the properties to achieve maximum occupancy levels, the date of commencement of operation of the properties and potential impact from the on-going asset enhancements activities.

(Please see Appendix D of this Circular for the summary valuation reports of the Independent Valuers on Binjai Supermall.)

3.2. Other Additional Costs of the Proposed Acquisitions

3.2.1 Pejaten Village Acquisition Fee

LMIR Trust is expected to incur the acquisition fee in relation to Pejaten Village (the “Pejaten Village Acquisition Fee”) of Rp.7.5 billion (or S$1.0 million) (which is equal to 1.0% of the Pejaten Village Purchase Consideration) in connection with the Pejaten Village Acquisition, which is payable in Units to the Manager pursuant to Clause 15.2.1 of the Trust Deed. As the Pejaten Village

14 Acquisition is an Interested Party Transaction under the Property Funds Appendix, the Manager is required under paragraph 5.6 of the Property Funds Appendix to receive the Pejaten Village Acquisition Fee in Units. In accordance with paragraph 5.6 of the Property Funds Appendix which applies to Interested Party Transactions, the Units to be issued as payment of the Pejaten Village Acquisition Fee are not to be sold within one year from their date of issuance.

3.2.2 Binjai Supermall Acquisition Fee

LMIR Trust is expected to incur the acquisition fee in relation to Binjai Supermall (the “Binjai Supermall Acquisition Fee”) of Rp.2.4 billion (or S$0.3 million) (which is equal to 1.0% of the Binjai Supermall Aggregate Consideration) in connection with the Binjai Supermall Acquisition, which is payable in Units to the Manager pursuant to Clause 15.2.1 of the Trust Deed. As the Binjai Supermall Acquisition is an Interested Party Transaction under the Property Funds Appendix, the Manager is required under paragraph 5.6 of the Property Funds Appendix to receive the Binjai Supermall Acquisition Fee in Units. In accordance with paragraph 5.6 of the Property Funds Appendix which applies to Interested Party Transactions, the Units to be issued as payment of the Binjai Supermall Acquisition Fee are not to be sold within one year from their date of issuance

3.2.3 Other Fees in connection with the Proposed Acquisitions

LMIR Trust is expected to incur estimated professional and other fees and expenses of approximately S$0.9 million in connection with the Proposed Acquisitions. LMIR Trust had also incurred underwriting fees, professional and other fees and expenses of S$2.8 million in connection with the issuance of the Notes and the establishment of the EMTN Programme.

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

3.3. Structure of the Proposed Acquisitions

3.3.1 Pejaten Village

Pejaten Village is 100.0% owned by PPP, a company incorporated in Indonesia on 22 June 1994. PPP is in turn 95.0% and 5.0% owned by Sea Pejaten and GNU, respectively. The Trustee had, on 23 October 2012, entered into a share purchase agreement to acquire Requis (the “Requis SPA”) for a nominal consideration of S$1.00. LMIR Trust, through its wholly-owned subsidiaries Requis and Gaillard, proposes to acquire Pejaten Village through the acquisition of the entire issued share capital of PPP from Sea Pejaten and GNU, respectively.

Under Indonesian Company Law, PPP, being an Indonesian limited liability company, must have at least two shareholders.

Pejaten Village cannot be acquired directly by LMIR Trust as the Indonesian Agrarian Law does not allow a foreign entity or individual to own Indonesian real estate. Therefore, Pejaten Village would have to be held by PPP, an Indonesian company.

15 The Manager wishes to note that certain assets of LMIR Trust which were obtained at the time of its initial public offering were also acquired via a similar structure.

The following chart sets out the structure under which Pejaten Village will be held by LMIR Trust upon the Proposed Completion of the Pejaten Village Acquisition, as well as the resulting shareholding and ownership interest in the entities set out below.

LMIR Trust

100%

Requis Investment Pte. Ltd. (Sing Co)

100%

Gaillard Investment Pte. Ltd. (Sing Co) 75% 25%

PT Panca Permata Pejaten

Pejaten Village

3.3.2 Binjai Supermall

Binjai Supermall is owned by TMI, a company incorporated in Indonesia on 31 March 2005. The rights over part of the Binjai Supermall (the “Binjai Units”) were acquired by MPP pursuant to (i) Perjanjian Pengalihan Pengikatan Jual Beli Satuan Kios/Kios Binjai Supermall dated 3 October 2005 made by and between MPP and PT Persada Mandiri Dunia Niaga (“PMDN”)1, (ii) Perjanjian Pengalihan Hak Kepemilikan Satuan Kios/Kios Binjai Supermall dated 3 October 2005 made by and between MPP, PMDN and TMI, and (iii) Addendum to the Transfer of Conditional Sale and Purchase Agreement dated 3 October 2005 (Addendum Terhadap Perjanjian Pengalihan Pengikatan Jual Beli Satuan Kios/Kios Binjai Supermall) dated 20 March 2012 made by and between MPP and PMDN.

1 PMDN is the previous owner of the rights over the Binjai Units pursuant to (i) Perjanjian Pengikatan Jual Beli Satuan Kios/Kios No. 015/PPJB-TMI/V/05, (ii) Kontrak Tentang Pelaksanaan Tata Tertib Gedung No. 015-A/PPJB- TMI/V/05, (iii) Perjanjian Penyerahan Hak Atas Pengaturan Dan Hak Pengelolaan Atas Dinding Bersama Dari Satuan Kios/Kios Dalam Gedung No. 015-B/PPJB-TMI/V/05; each dated 9 May 2005 (collectively hereinafter referred to as the “PMDN CSPA”), and (iv) Addendum to the PMDN CSPA dated 7 March 2012.

16 The Trustee had, on 23 October 2012, entered into a share purchase agreement to acquire Sagacity (the “Sagacity SPA”) for a nominal consideration of S$1.00. LMIR Trust, through its wholly-owned subsidiaries, Sagacity and Maxi Magna (both of which are Singapore incorporated companies), proposes to acquire Binjai Supermall via ACU and since the rights over the Binjai Units are owned by MPP (as described above), ACU will enter into a conditional sale and purchase agreement with TMI and MPP for the acquisition of Binjai Supermall, whereby MPP will novate all of its rights and obligation over the Binjai Units to ACU and subsequently on the same day TMI will transfer its title over Binjai Supermall and such transfer of title, together with the novation of rights to the Binjai Units will constitute the transfer of the entire Binjai Supermall to ACU.

ACU is a special purpose vehicle company incorporated in Indonesia on 19 December 2011, which is 75% and 25% owned by Sagacity and Maxi Magna. Under Indonesian Company Law, ACU, being an Indonesian limited liability company, must have at least two shareholders.

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

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

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

LMIR Trust

100%

Sagacity Investments Pte. Ltd. (Sing Co)

100%

Maxi Magna Investments Pte. Ltd. (Sing Co)

75% 25%

PT Amanda Cipta Utama

Binjai Supermall

17 3.4. Conditions for the Proposed Acquisitions

3.4.1 Conditions precedent for the Pejaten Village Acquisition

The Proposed Completion of the Pejaten Village Acquisition is subject to and conditional upon, among others, the following conditions precedent:

(i) there being no compulsory acquisition of Pejaten Village or any part of it, and no notice of an intended compulsory acquisition has been given, or is anticipated by the government or other competent authority;

(ii) Pejaten Village is not materially damaged;

(iii) the entry into the Pejaten Village Deed of Indemnity (as defined below) by Bridgewater International Ltd (“Bridgewater”) and the Trustee; and

(iv) the passing at an extraordinary general meeting of Unitholders of a resolution to approve the Pejaten Village Acquisition1.

3.4.2 Conditions precedent for the Binjai Supermall Acquisition

The Proposed Completion of the Binjai Supermall Acquisition is subject to and conditional upon, among others, the following conditions precedent:

(i) there being no compulsory acquisition of Binjai Supermall or the Binjai Units or any part of it, and no notice of an intended compulsory acquisition has been given, nor is one anticipated by the government or other competent authority;

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

(iii) there having been no breach of any of the representations, warranties, covenants and/or undertakings of TMI and/or MPP provided in the Binjai Supermall CSPA which, in the reasonable opinion of ACU, will or is likely to (a) have a material adverse effect on Binjai Supermall or the Binjai Units, (b) affect the effectiveness and/or validity of the novation or the sale and transfer of Binjai Supermall and Binjai Units (as applicable) from TMI to ACU free from any encumbrance in accordance with the Binjai Supermall CSPA, and/or (c) affect the legal ownership of the Binjai Supermall and the Binjai Units by ACU upon the Proposed Completion;

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

(v) the novation of all contracts, including all tenancy agreements, insurance policies, management agreements, service contracts and intellectual property rights and any other documents that may reasonably be required by ACU, to ACU by way of execution of novation agreements, execution of new contracts or otherwise, in each case in a form acceptable to ACU have been executed and are effective and enforceable as of the date of the Proposed Completion and the Purchaser is reasonably satisfied with the result of such novation;

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

18 (vi) the lease agreement made by and between ACU and MPP in connection with the lease of part of the Binjai Units from ACU to MPP and the lease agreement made by and between ACU and PT Matahari Department Store Tbk in connection with the lease of part of the Binjai Units from ACU to PT Matahari Department Store Tbk has been duly executed and will be effective and enforceable as of the Proposed Completion; and

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

3.5. Deeds of Indemnity relation to the Proposed Properties

3.5.1 Pejaten Village Deed of Indemnity

On 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant to which Bridgewater will indemnify the Trustee against certain liabilities or damage suffered by the Trustee arising out of or in connection with the Pejaten Village CSPAs, subject to certain terms and conditions (the “Pejaten Village Deed of Indemnity”). The indemnification by Bridgewater includes the following matters relating to the Pejaten Village CSPAs:

(i) all and any losses which the Trustee may suffer in connection with a breach by the Pejaten Village Vendors of any of their warranties and representations in the Pejaten Village CSPAs;

(ii) all and any losses which the Trustee may suffer, including, but not limited to, loss of rental, service charges, carpark and other income and claims for losses from existing or potential tenants, which arises out of or in connection with cases before any courts, tribunals and governmental authorities, agencies or bodies in the relevant jurisdictions, including the Indonesian Business Competition Supervisory Commission, whether directly or indirectly; and

(iii) all and any losses which the Trustee may suffer which arise out of or in connection with a failure by the Pejaten Village Vendors to comply with any of their joint and several obligations in the Pejaten Village CSPAs.

Bridgewater is incorporated in Seychelles, and its main business activities are investment, trading and services. Its main investment assets are units in LMIR Trust and units in First REIT. It holds an interest of 591,023,888 units in LMIR Trust (valued at approximately S$280.7 million as at close of trading based on the closing price of S$0.475 on the Latest Practicable Date) and an interest of 123,750,000 units in First REIT (valued at approximately S$126.2 million based on the closing price of S$1.020 on the Latest Practicable Date). As at 30 September 2012, the net equity of Bridgewater is approximately US$159 million, and its paid-up capital is US$5,000. As at 30 September 2012, Bridgewater has total assets of US$330 million. PT Lippo Karawaci Tbk (directly and/or through its subsidiaries) wholly-owns Bridgewater. Therefore, the Pejaten Village Vendors and Bridgewater are under common control by the Sponsor.

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

19 3.5.2 Binjai Supermall Deed of Indemnity

On 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant to which Bridgewater will indemnify the Trustee against certain liabilities or damage suffered by the Trustee arising out of or in connection with the Binjai Supermall CSPA, subject to certain terms and conditions (the “Binjai Supermall Deed of Indemnity”). The indemnification by Bridgewater includes the following matters relating to the Binjai Supermall CSPA:

(i) all and any losses which the Trustee may suffer in connection with a breach by the Binjai Supermall Vendor of any of its warranties and representations in the Binjai Supermall CSPA;

(iii) all and any losses which the Trustee may suffer which arises out of or in connection with a failure by the Binjai Supermall Vendor to comply with any of its joint and several obligations in the Binjai Supermall CSPA.

3.6. Related tenancy agreements relating to the Proposed Properties

3.6.1 Pejaten Village Related Tenancies

Upon completion of the Pejaten Village Acquisition, LMIR Trust will, through PPP, take over all of the tenancy agreements with respect to Pejaten Village, including various tenancy agreements entered into by certain associates and subsidiaries of the Sponsor (the “Pejaten Village Related Tenancy Agreements”). Based on the unaudited financial statement of PPP for the six month period ended 30 June, 2012, the aggregate rental fees derived or to be derived from the Pejaten Village Related Tenancy Agreements is approximately Rp.386.4 billion (S$49.1 million). The amount of space taken up and the value of each of the Pejaten Village Related Tenancy Agreements are set out in Appendix F of the Circular. The percentage of NTA/NAV accounted for by the Pejaten Village Related Tenancy Agreements is also set out in Appendix F of the Circular.

3.6.2 Binjai Supermall Related Tenancies

Upon completion of the Binjai Supermall Acquisition, LMIR Trust will, through ACU, take over all of the tenancy agreements with respect to Binjai Supermall, including various tenancy agreements entered into by certain associates and subsidiaries of the Sponsor (the “Binjai Supermall Related Tenancy Agreements”). Based on the unaudited financial statement of PPP for the six month period ended 30 June 2012, the aggregate rental fees derived or to be derived from the Binjai Supermall Related Tenancy Agreements is approximately Rp.151.6 billion (S$19.3 million). The amount of space taken up and the value of each of the Binjai Supermall Related Tenancy Agreements are set out in Appendix F of the Circular. The percentage of NTA/NAV accounted for by the Binjai Supermall Related Tenancy Agreements is also set out in Appendix F of the Circular.

20 Based on the Manager’s experience in relation to the existing portfolio of LMIR Trust, the Manager is of the view that the Pejaten Village Related Tenancy Agreements and the Binjai Supermall Related Tenancy Agreements (collectively, the “Related Tenancy Agreements”) are made on normal commercial terms and are not prejudicial to the interests of LMIR Trust and Unitholders.

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

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

LMIR Trust holds some of the September 2012 Portfolio via HGB titles. These are (i) Mal Lippo Cikarang, (ii) Plaza Madiun and (iii) Sun Plaza. Similarly, LMIR Trust will also hold the Proposed Properties via HGB titles. Under Indonesian Agrarian Law, the highest title which can be obtained by a company incorporated or located in Indonesia is a ‘Right to Build’ or HGB title. HGB titles can only be obtained by an Indonesian citizen, or by a legal entity which is incorporated under Indonesian law and located in Indonesia including foreign capital investment (Penanaman Modal Asing,or“PMA”) companies. A holder of HGB title has the right to erect, occupy and use buildings on that 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 or prior to the expiration of this initial term, a HGB title may be extended for an additional term not exceeding 20 years. Following expiration of this additional term, a renewal application may be made. The application should be made no later than two years prior to the expiration of the additional term. The land office has discretion whether to grant the various extensions. If the term of HGB titles could not be extended, after the expiration date of such HGB titles:

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

(ii) in the event that the HGB title is on right to manage land, such land shall be returned to the holder of the “right to manage” (hak pengelolaan) in accordance with the agreement for the granting of HGB title entered into between the former HGB holder and the holder of the right to manage; and

(iii) in the event that the HGB title is on “right to own” (hak milik) land, such land shall be returned to the holder of the right to own in accordance with the agreement for the granting of HGB title entered into between the former HGB holder and the holder of the right to own.

The costs for the extension of HGB title will be determined based on a certain formulas as stipulated by the National Land Office. The land office has discretion to approve or reject the application for the extension of HGB title. The National Land Office, however, tends to grant an extension of HGB titles when the land is still duly used in accordance with the condition, nature and objective of the granting of such HGB title, all terms and conditions of the granting of such HGB title have been duly fulfilled by the title holder, the title holder is still eligible to hold an HGB title and there has been no change in the zoning policies of the government, abandonment or destruction of land, or revocation of the HGB title due to public interest considerations.

21 3.8. Directors’ service contracts in relation to the Proposed Acquisitions

No person is proposed to be appointed as a director of the Manager (“Director”) in relation to the Proposed Acquisitions or any other transactions contemplated in relation to the Proposed Acquisitions.

3.9. Major Transactions — Chapter 10 of the Listing Manual

(i) Chapter 10 of the Listing Manual governs the acquisition or disposal of assets, including options to acquire or dispose of assets, by LMIR Trust. Such transactions are classified into the following categories:

(a) non-discloseable transactions;

(b) discloseable transactions;

(d) very substantial acquisitions or reverse takeovers.

(ii) A proposed acquisition by LMIR Trust may fall into any of the categories set out in sub-paragraph 3.9(i) above depending on the size of the relative figures computed on the following bases of comparison:

(a) the net profits attributable to the assets acquired, compared with LMIR Trust’s net profits; and

(b) the aggregate value of the consideration given, compared with LMIR Trust’s market capitalisation.

Where any of the relative figures computed on the bases set out above is 20.0% or more, the transaction is classified as a “major transaction” under Rule 1014 of the Listing Manual which would be subject to the approval of Unitholders, unless such transaction is in the ordinary course of LMIR Trust’s business.

22 (iii) The relative figures for each of the Proposed Acquisitions using the applicable bases of comparison described in sub-paragraphs 3.9(ii)(a) and 3.9(ii)(b) are set out in the table below. While the relative figure in relation to each of the Recent Acquisitions computed on the basis set out in paragraph 3.9(ii)(b) above exceeds 20.0%, each of the Recent Acquisitions is not a major transaction under Chapter 10 of the Listing Manual as it is within LMIR Trust’s ordinary course of business. Therefore, Unitholders’ approval is not required for each of the Recent Acquisitions. However, for purposes of illustration to Unitholders, the relative figures for the Proposed Acquisitions and the Recent Acquisitions using the applicable bases of comparison described in sub-paragraphs 3.9(ii)(a) and 3.10(ii)(b) are set out in the table below.

Relative Comparison of: The Properties LMIR Trust Figure Net Property Pejaten Village: Rp.638.5 billion 6.4% Income(1)(2)(3) Rp.40.8 billion (S$92.0 million) (S$5.9 million) Binjai Supermall: 1.2% Rp.7.8 billion (S$1.1 million) Purchase/Aggregate Pejaten Village: LMIR Trust’s 9.2% Consideration against Rp.748.0 billion market LMIR Trust’s market (S$95.1 million)(4) capitalisation: capitalisation S$1,037.3 million(5)(6) Binjai Supermall: 2.9% Rp.237.5 billion (S$30.2 million)

Notes:

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

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

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

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

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

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

4. REQUIREMENT FOR UNITHOLDERS’ APPROVAL FOR THE PROPOSED ACQUISITIONS

4.1. Interested Person Transaction and Interested Party Transaction in connection with the Proposed Acquisitions

Under Chapter 9 of the Listing Manual, where LMIR Trust proposes to enter into a transaction with an Interested Person and the value of the transaction (either in itself or when aggregated with the value of other transactions, each of a value equal to or greater than S$100,000 with the same Interested Person during the same financial year) is equal to or exceeds 5.0% of LMIR Trust’s latest unaudited NTA, Unitholders’ approval is required in respect of the transaction.

23 Based on LMIR Trust’s consolidated financial statements for the nine-month period ended 30 September 2012, the NTA of LMIR Trust was S$1,153.8 million as at 30 September 2012. Accordingly, if the value of a transaction which is proposed to be entered into in the current financial year by LMIR Trust with an Interested Person is, either in itself or in aggregation with all other earlier transactions (each of a value equal to or greater than S$100,000) entered into with the same Interested Person during the current financial year, equal to or is in excess of S$57.7 million, such a transaction would be subject to Unitholders’ approval. Given the Pejaten Village Purchase Consideration and the Binjai Supermall Aggregate Consideration of Rp.748.0 billion (or S$95.1 million) and Rp.237.5 billion (or S$30.2 million) which is 8.2% and 2.6% of the NTA of LMIR Trust as at 30 September 2012, respectively1, the value of each of the Pejaten Village Acquisition and the Binjai Supermall Acquisition will in aggregate exceed the said threshold2.

Paragraph 5 of the Property Funds Appendix also imposes a requirement for Unitholders’ approval for an Interested Party Transaction by LMIR Trust which value exceeds 5.0% of LMIR Trust’s latest audited NAV. Based on LMIR Trust’s consolidated financial statements for the six-month period ended 30 September 2012, the NAV of LMIR Trust was S$1,153.8 million as at 30 September 2012. Accordingly, if the value of a transaction which is proposed to be entered into by LMIR Trust with an Interested Party3 is equal to or greater than S$57.7 million, such a transaction would be subject to Unitholders’ approval. Given the Pejaten Village Purchase Consideration of Rp.748.0 billion (or S$95.1 million), the value of the Pejaten Village Acquisition exceeds the said threshold.

As at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units (comprising 2.88% of the total number of issued Units). The Manager is wholly-owned by Peninsula, a wholly-owned subsidiary of Jesselton which is in turn a wholly-owned subsidiary of the Sponsor. The Sponsor, directly and/or through its subsidiaries and associates and through its interest in the Manager, has (i) deemed interests of approximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is therefore regarded as a “controlling unitholder” of LMIR Trust, and “controlling shareholder” of the Manager, under both the Listing Manual and (where applicable) the Property Funds Appendix. The Pejaten Village Vendors are indirect wholly-owned subsidiaries of the Sponsor. For the purposes of Chapter 9 of the Listing Manual, each of the Pejaten Village Vendors is an Interested Person of LMIR Trust, and for the purposes of paragraph 5 of the Property Funds Appendix relating to Interested Party Transactions, each of the Pejaten Village Vendors is an Interested Party of LMIR Trust. Similarly, TMI is an indirect wholly-owned subsidiary of the Sponsor. MPP and the Sponsor are under common control by PT Multipolar Corporation Tbk. For the purposes of Chapter 9 of the Listing Manual, each of TMI and MPP is an Interested Person of LMIR Trust, and for the purposes of paragraph 5 of the Property Funds Appendix relating to Interested Party Transactions, each of TMI and MPP is an Interested Party of LMIR Trust.

1 Based on LMIR Trust’s consolidated financial statements for the nine-month period ended 30 September 2012. 2 Based on LMIR Trust’s audited consolidated financial statements for the financial year ended 31 December 2011, (“FY 2011” and the audited consolidated financial statements for FY2011, the “FY2011 Audited Consolidated Financial Statements”), the NTA/NAV of LMIR Trust was S$1,299.9 million as at 31 December 2011. Given the Pejaten Village Purchase Consideration of Rp.748.0 billion (or S$95.1 million) which is 7.3% of the NTA/NAV of LMIR Trust as at 31 December 2011, the value of the Pejaten Village Acquisition will in aggregate also exceed the said thresholds based on the FY2011 Audited Consolidated Financial Statements. The relevant threshold for Pejaten Village is 7.3% and the relevant threshold for Binjai Supermall is 2.3%. 3“Interested Party” means: (i) a director, chief executive officer or controlling shareholder of the Manager, the Trustee or controlling unitholder of LMIR Trust; or (ii) an associate of any director, chief executive officer or controlling shareholder of the Manager, or an associate of the Manager, the Trustee or any controlling unitholder of LMIR Trust.

24 Therefore, each of the Pejaten Village Acquisition and the Binjai Supermall Acquisition will constitute an Interested Person Transaction under Chapter 9 of the Listing Manual. The Pejaten Village Acquisition and the Binjai Supermall Acquisition will also constitute an Interested Party Transaction under paragraph 5 of the Property Funds Appendix. The value of the Pejaten Village Acquisition is equal to 8.2% of LMIR Trust’s NTA/NAV of S$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders is required for the Pejaten Village Acquisition under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix. Although approval of Unitholders is not required for the Binjai Supermall Acquisition under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix, the Manager wishes to seek Unitholders’ approval for the Binjai Supermall Acquisition for (i) good corporate governance and (ii) due to the fact that Unitholders’ approval is also being sought for the Pejaten Village Acquisition. Accordingly, the approval of Unitholders is sought for each of the Pejaten Village Acquisition and the Binjai Supermall Acquisition.

4.2. Existing Interested Person Transactions

Prior to the Latest Practicable Date, LMIR Trust had entered into several interested person transactions with associates of the Sponsor during the course of the current financial year (the “Existing Interested Person Transactions”). The aggregate value of the Existing Interested Person Transactions amounts to Rp.223.7 million (approximately S$28,400), which comprises 0.0025% of the unaudited net tangible assets of LMIR Trust as at 30 September 2012.

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

4.3. Fees payable to the Manager for the Proposed Acquisition

Upon the final completion of the Proposed Acquisitions, the Manager will be entitled under the Trust Deed to receive the Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee of Rp.7.5 billion (or S$1.0 million) and Rp.2.4 billion (or S$0.3 million), which is equal to 1.0% of the Pejaten Village Purchase Consideration and the Binjai Supermall Aggregate Consideration, respectively.

The Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee shall be payable to the Manager in Units to be issued at an issue price based on the volume weighted average price (“VWAP”) for a Unit for all trades on the SGX-ST for the period of 10 business days immediately preceding the Proposed Completion (the “10-day VWAP”). Purely for illustrative purposes only and based on the VWAP for a Unit for all trades on the SGX-ST for the period of 10 business days immediately preceding 19 November 2012, the Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee payable to the Manager in Units would be issued at an issue price of S$0.4795 per Unit and 2,613,117 Units will be issued to the Manager. It should, however, be noted that the exact number of Units to be issued to the Manager will be announced later. In accordance with paragraph 5.6 of the Property Funds Appendix which applies to Interested Party Transactions, the Units to be issued as payment of the Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee are not to be sold within one year from their date of issuance.

After the Proposed Completion of the Proposed Acquisitions, the Manager will also be entitled under the Trust Deed to receive from LMIR Trust, as in the case of any of the existing and future properties, management fees attributable to the Proposed Properties comprising a base fee of 0.25% per annum of the value of the Proposed Properties and a performance fee of 4.0% per annum of the Net Property Income of the Proposed Properties. The Manager will be entitled to the management fees attributable to Proposed Properties in the future for so long as each of Pejaten Village and Binjai Supermall continues to form part of the investment portfolio of LMIR Trust, respectively.

25 4.4. Approval by Unitholders

In approving the Proposed Acquisitions, Unitholders are deemed to have approved all documents which are required to be executed by the parties in order to give effect to the Proposed Acquisitions including the Related Tenancy Agreements in relation to the Proposed Properties. These agreements are therefore not subject to Rules 905 and 906 of the Listing Manual (which require LMIR Trust to make an announcement or obtain the approval of Unitholders depending on the materiality of the Interested Person Transactions) insofar as there are no subsequent changes to the rental, rates and/or basis of the fees charged thereunder which will adversely affect LMIR Trust. Future renewal or extension of these agreements will be subject to Rules 905 and 906 of the Listing Manual.

Details of the Related Tenancy Agreements are set out in Appendix F of the Circular. The Manager believes that the terms of the Related Tenancy Agreements are on normal commercial terms.

The Manager is of the view that the Proposed Acquisitions are in the ordinary course of LMIR Trust’s business and are therefore not subject to Chapter 10 of the Listing Manual.

4.5. Advice of the Independent Financial Adviser

The Manager and the Trustee have appointed KPMG Corporate Finance Pte Ltd (the “IFA”) to advise the independent Directors of the Manager comprising Mr Albert Saychuan Cheok, Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock (the “Independent Directors”) and the Trustee in the transaction as to whether the Proposed Acquisitions are (a) on normal commercial terms and (b) prejudicial to the interests of LMIR Trust and the Unitholders.

Having considered the factors and made the assumptions set out in its letter, and subject to the qualifications set out therein, the IFA is of the opinion that:

4.5.1. in accordance with Chapter 9 of the Listing Manual, the Pejaten Village Acquisition is on normal commercial terms and not prejudicial to LMIR Trust and the Unitholders;

4.5.2. in accordance with Chapter 9 of the Listing Manual, the Binjai Supermall Acquisition is on normal commercial terms and not prejudicial to LMIR Trust and the Unitholders;

4.5.3. in accordance with Paragraph 5 of the Property Funds Appendix, the Pejaten Village Acquisition is on normal commercial terms and is not prejudicial to the Unitholders; and

4.5.4. in accordance with Paragraph 5 of the Property Funds Appendix, the Binjai Supermall Acquisition is on normal commercial terms and is not prejudicial to the Unitholders.

A copy of the letter from the IFA to the Independent Directors and the Trustee (the “IFA Letter”), containing its advice in full, is set out in Appendix A of this Circular.

26 4.6. Interests of Directors and Substantial Unitholders1

4.6.1 Interests of Directors of the Manager

Details of the unitholdings of the Directors are as follows:

Direct Deemed Total % Unitholder Interest Interest Interest Interest(1)

Mr Albert Saychuan Cheok. . . 400,000 — 400,000 0.018 Ms Viven Gouw Sitiabudi . . . . — — — — Mr Douglas Chew ...... — — — — Mr Bunjamin J. Mailool . . . . . — — — — Mr Lee Soo Hoon, Phillip . . . . — — — — Mr Goh Tiam Lock...... — — — —

Note:

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

Save as disclosed above and based on information available to the Manager, none of the Directors has an interest, direct or indirect, in the Proposed Acquisitions.

4.6.2 Interests of Substantial Unitholders

The details of the unitholdings of the Substantial Unitholders who are interested in the Proposed Acquisitions are as follows:

Direct Deemed Total % Unitholder Interest Interest Interest Interest(1)

Bridgewater ...... 591,023,888 — 591,023,888 27.06 PT. Sentra Dwimandiri (“PTSD”)(2)...... — 591,023,888 591,023,888 27.06 PT. Lippo Karawaci Tbk(3) ...... — 654,014,003 654,014,003 29.95

Notes:

(1) The percentage interest is based on total issued Units of 2,183,818,115 as at the Latest Practicable Date. (2) PTSD directly and/or through its subsidiaries wholly-owns Bridgewater and is deemed to be interested in the Units held by Bridgewater. (3) PT Lippo Karawaci Tbk directly and/or through its subsidiaries wholly-owns Bridgewater and is deemed to be interested in the Units held by Bridgewater. PT Lippo Karawaci Tbk also directly and/or through its subsidiaries wholly-owns the Manager and is deemed to be interested in the 62,990,115 Units (representing 2.88% of the total number of issued Units) held by the Manager.

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

27 The Sponsor, directly and/or through its subsidiaries and through its interest in the Manager, has (i) deemed interests of approximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is therefore regarded as a “controlling unitholder” of LMIR Trust, and “controlling shareholder” of the Manager under both the Listing Manual and (where applicable) the Property Funds Appendix. The Pejaten Village Vendors and TMI are indirect wholly owned subsidiaries of the Sponsor. MPP and the Sponsor are under common control by PT Multipolar Corporation Tbk.

Based on information available to the Manager in the Register of Unitholders, the other Substantial Unitholder is APG Algemene Pensioen Groep N.V. (9.89%).

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

The pro forma financial effects of the Proposed Acquisitions and the Recent Acquisitions presented below are strictly for illustrative purposes only and were prepared based on:

(i) the FY2011 Audited Consolidated Financial Statements and the unaudited financial statements of the target companies for FY2011;

(ii) the unaudited consolidated financial statements of LMIR Trust and the target companies for the six months ended 30 June 2012 (the “6M 2012 Unaudited Financial Statements”); and

and assuming1:

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

(b) the cash component is funded by the proceeds from the Notes at an assumed weighted average interest rate of 5.079% per annum2;

(c) a rental guarantee in respect of KJI amounting to Rp.10.75 billion (S$1.4 million) per quarter will be provided by the KJI vendor (please see paragraph 2.4.2 of Appendix B for further information on the rental guarantee in respect of KJI); and

(d) in relation to the pro forma financial effects of the Recent Acquisitions and the Proposed Acquisitions on the Distributable Income for LMIR Trust, that:

(I) LMIR Trust had purchased the relevant properties and had incurred expenditures for the acquisition of these properties on 1 January 2011 and 1 January 2012 for FY2011 and 6M2012 respectively; and

(II) such expenditures are based on the purchase consideration for 100% of the revenue generating spaces within the malls that are to be acquired including the Binjai Units (as defined herein) which were occupied by MPP and will only be income generating at the completion of the Binjai Supermall Acquisition.

1 The actual split in the use of proceeds may be adjusted to take into account the adjustment for the consolidated net assets or net liabilities of PPP in the case of the Pejaten Village Acquisition. 2 This does not take into account the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017 pursuant to the EMTN Programme.

28 The reduction in the absolute amount of total distributable income in the pro forma financial statements is mainly due to the fact that:

(A) Palembang Square is undergoing an asset enhancement initiative which is expected to be completed in early 2013;

(B) KJI had undergone an asset enhancement initiative with a substantial part of the works only having been completed in 3Q2012;

(C) the two anchor tenants of Pejaten Village, namely Matahari Department Store and Hypermart, have had an upward rental adjustment in 2012 that has not been included in the calculations of the pro forma financial effects for Pejaten Village for FY2011;

(D) two key tenants of Binjai Supermall, namely Matahari Department Store and Hypermart, will be leasing 12,630.16 sq m of space in Binjai Supermall but such lease will only be entered into after the Binjai Supermall Acquisition has taken place, and such lease has not been taken into account in the determination of the pro forma financial effects for Binjai Supermall for FY2011; and

(E) the Binjai Supermall Purchase Consideration is payable based on the expansion and renovation program (which is expected to increase the net lettable area by more than 25% by March 2013).

5.1. Financial year ended 31 December 2011

Pro Forma DPU and distribution yield

The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the DPU and distribution yield for LMIR Trust for FY2011, as if LMIR Trust had purchased the relevant properties on 1 January 2011, and held and operated the relevant properties through to 31 December 2011, respectively, are as follows:

December 2011 December 2011 December 2011 Portfolio with Portfolio with Portfolio with December 2011 Recent Recent Recent Portfolio with Acquisitions Acquisitions Acquisitions December 2011 Recent and Pejaten and Binjai and Proposed Portfolio(1) Acquisitions Village Supermall Acquisitions

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

Units in issue and to be (issued). . . . 2,174,682,008 2,175,947,722(3) 2,176,619,151(3) 2,176,076,294(3) 2,176,747,722(3)

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

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

Notes:

(1) Based on the FY2011 Audited Consolidated Financial Statements. (2) Distributable income includes Unitholders’ distribution from operations and return of capital. (3) The number of Units is arrived at after taking into account the new Units to be issued in payment of the performance fee as a result of additional Net Property Income after the relevant acquisitions. (4) The DPU is derived at by taking into account the distributable income for FY2011, divided by the total number of Units in issue and to be issued as at 31 December 2011. (5) The distribution yield is derived at by taking into account the DPU for FY2011, divided by the closing price as at 31 December 2011 of S$0.35.

29 Pro forma NAV per Unit

The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the NAV per Unit as at 31 December 2011, as if LMIR Trust had purchased the relevant properties on 31 December 2011, respectively, are as follows:

NAV (S$’000) . . . . 1,299,869 1,299,869 1,299,869 1,299,869 1,299,869

Units in issue and to be issued . . . . 2,174,682,008 2,174,682,008 2,174,682,008 2,174,682,008 2,174,682,008

NAV per Unit (cents) ...... 59.77 59.77 59.77 59.77 59.77

Note:

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

Pro forma capitalisation

The following table sets forth the pro forma capitalisation of LMIR Trust as at 31 December 2011, as if LMIR Trust had purchased (i) the Recent Properties, (ii) the Recent Properties and Pejaten Village, (iii) the Recent Properties and Binjai Supermall, and (iv) the Recent Properties and the Proposed Properties on 31 December 2011.

As at 31 December 2011

(S$’000) (S$’000) (S$’000) (S$’000) (S$’000) Short-term debt: Unsecured...... — — — — — Secured...... — — — — —

Total short-term debt . . — — — — —

Long-term debt: ...... Unsecured ...... — 177,000 287,000 215,000 325,000 Secured...... 147,500 147,500 147,500 147,500 147,500

Total long-term debt . . . 147,500 324,500 434,500 362,500 472,500

Total debt ...... 147,500 324,500 434,500 362,500 472,500 Unitholders funds...... 1,299,869 1,299,869 1,299,869 1,299,869 1,299,869

Total Capitalisation ..... 1,447,369 1,624,369 1,734,369 1,662,369 1,772,369

Note:

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

30 5.2. Six months ended 30 June 2012

Pro Forma DPU and distribution yield

The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the DPU and distribution yield for LMIR Trust for the 6 months ended 30 June 2012 (“6M2012”), as if LMIR Trust had purchased the relevant properties on 1 January 2012, and held and operated the relevant properties through to 30 June 2012, respectively, are as follows:

June 2012 June 2012 June 2012 Portfolio with Portfolio with Portfolio with June 2012 Recent Recent Recent Portfolio with Acquisitions Acquisitions Acquisitions June 2012 Recent and Pejaten and Binjai and Proposed Portfolio(1) Acquisitions Village Supermall Acquisitions

Distributable income (S$‘000)(2) . 32,130 30,857 31,297 30,131 30,571 Units in issue and to be (issued). . . . 2,180,663,153 2,181,276,311(3) 2,181,747,364(3) 2,181,334,206(3) 2,181,805,258(3) DPU (cents)(4) ... 1.47 1.41 1.43 1.38 1.40 Distribution yield(5) . 7.75% 7.45% 7.55% 7.27% 7.37%

Notes:

(1) Based on the 6M2012 Unaudited Financial Statements.

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

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

(4) The DPU is derived at by taking into account the distributable income for 6M2012, divided by the total number of Units in issue and to be issued as at 30 June 2012.

(5) The distribution yield is derived at by taking into account the annualised DPU for 6M2012, divided by the closing price as at 30 June 2012 of S$0.38.

Pro forma NAV per Unit

The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the NAV per Unit as at 30 June 2012, as if LMIR Trust had purchased the relevant properties on 30 June 2012, respectively, are as follows:

NAV (S$ ‘000) . . . . . 1,215,527 1,215,527 1,215,527 1,215,527 1,215,527

Units in issue and to be issued...... 2,180,663,153 2,180,663,153 2,180,663,153 2,180,663,153 2,180,663,153

NAV per Unit (cents) . 55.74 55.74 55.74 55.74 55.74

Note:

(1) Based on the 6M2012 Unaudited Financial Statements.

31 Pro forma capitalisation

The following table sets forth the pro forma capitalisation of LMIR Trust as at 30 June 2012, as if LMIR Trust had purchased (i) the Recent Properties, (ii) the Recent Properties and Pejaten Village, (iii) the Recent Properties and Binjai Supermall, and (iv) the Recent Properties and the Proposed Properties on 30 June 2012.

As at 30 June 2012

(S$’000) (S$’000) (S$’000) (S$’000) (S$’000) Short-term debt: Unsecured...... — — — — — Secured...... — — — — —

Total short-term debt . . — — — — —

Long-term debt: Unsecured ...... — 194,000 296,000 231,000 333,000 Secured...... 147,500 147,500 147,500 147,500 147,500

Total long-term debt . . . 147,500 341,500 443,500 378,500 480,500

Total debt ...... 147,500 341,500 443,500 378,500 480,500 Unitholders funds...... 1,215,527 1,215,527 1,215,527 1,215,527 1,215,527

Total Capitalisation ..... 1,363,027 1,557,027 1,659,027 1,594,027 1,696,027

Note: (1) Based on the 6M2012 Unaudited Financial Statements.

6. THE WHITEWASH RESOLUTION

6.1. Rule 14 of the Code

The Manager proposes to seek approval from Independent Unitholders for a waiver of their right to receive a Mandatory Offer from the Sponsor and parties acting in concert with it for the remaining issued Units not owned or controlled by the Sponsor and parties acting in concert with it pursuant to Rule 14 of the Code, in the event that the Manager acquires a sufficient number of Units through the receipt of the Acquisition Fee Units by the Manager in its own capacity.

Upon the occurrence of the events set out in the preceding paragraph above, the Manager may possibly end up acquiring additional Units which exceeds the threshold pursuant to Rule 14.1(a) of the Code. Rule 14.1(a) of the Code states that the Sponsor and parties acting in concert with it would be required to make a Mandatory Offer if the Sponsor and parties acting in concert with it, acquire additional Units which increase their aggregate unitholding in LMIR Trust to 30.0% or more.

Unless waived by the SIC, pursuant to Rule 14.1(a) of the Code, the Sponsor and parties acting in concert with it would then be required to make a Mandatory Offer. The SIC has granted this waiver subject to, inter alia, the Whitewash Resolution being approved by Independent Unitholders at an EGM.

To the best of the knowledge of the Manager and the Sponsor, the Sponsor and parties acting in concert with it hold, in aggregate, 654,414,003 Units representing 29.97% of the voting rights of LMIR Trust as at the Latest Practicable Date.

32 The maximum possible increase in the unitholdings of the Manager would occur in the scenario where the Manager elects to receive its full entitlement to the acquisition fees in relation to the Pluit Village Acquisition and the Proposed Acquisitions in Units, without breaching the “public” float requirement set out in Rule 723 of the Listing Manual, being an aggregate of 8,620,760 Units, the aggregated unitholding of the Sponsor and parties acting in concert with it immediately after the issue of the Pluit Village Acquisition Fee Units1, the Pejaten Village Acquisition Fee Units and the Binjai Supermall Acquisition Fee Units to the Manager will be 30.23%.

The following table sets out the respective unitholdings of the Sponsor and parties acting in concert with it if the Manager receives the Acquisition Fee Units.

Unitholdings of the Sponsor and parties acting in concert with it Immediately Before the after the issue of the issue of the Acquisition Fee Acquisition Fee Units(1) Units Issued Units 2,183,818,115 2,191,938,875 Number of Units held by the Sponsor and 654,414,003 662,534,763 parties acting in concert with it Number of Units held by Unitholders, 1,529,404,112 1,529,404,112 other than the Sponsor and parties acting in concert with it % of issued Units held by the Sponsor 29.97% 30.23% and parties acting in concert with it % of Issued Units held by Unitholders, 70.03% 69.77% other than the Sponsor and parties acting in concert with it

Note:

(1) The number of Acquisition Fee Units is calculated based on the assumption that (i) the Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee payable to the Manager in Units would be issued at an issue price of S$0.4795 per Unit and (ii) the Pluit Village Acquisition Fee payable to the Manager in Units would be issued at an issue price of S$0.425 per Unit. Please see paragraph 4.3 for further details.

Under paragraph 2(d)(ii) of Appendix 1 of the Code (Whitewash Guidance Note), a waiver in relation to Rule 14 of the Code will only be granted subject to certain conditions, including the condition that the Sponsor and parties acting in concert with it did not acquire or are not to acquire any Units or instruments convertible into and options in respect of Units (other than subscriptions for, rights to subscribe for, instruments convertible into or options in respect of new Units which have been disclosed in this Circular) in the six months prior to the announcement of the Whitewash Resolution. In this respect, the acquisitions of Units by the Sponsor and parties acting in concert with it (as defined in the Code) (including the Manager) in the past six months preceding the date of this Letter are set out below:

(i) on 27 February 2012, the Manager was issued 2,902,315 new Units as payment of the performance fee component of the management fee that the Manager is

1 As disclosed in the circular to Unitholders dated 3 October 2011, while Clause 15.2.1(i) of the Trust Deed allows the Manager to receive the Pluit Village Acquisition Fee Units at an issue price of S$0.31 per Unit, the Manager has elected to receive the Pluit Village Acquisition Fee Units at the issue price of S$0.425 per Unit instead. As the Pluit Village Acquisition Fee Units were not issued to the Manager within three months of the extraordinary general meeting held on 20 October 2011, the approval granted by the Independent Unitholders on 20 October 2011 would have to be refreshed in order for the Manager to receive the Pluit Village Acquisition Fee Units.

33 entitled to for the three-month period ended 31 December 2011 (the “2011 Q4 Management Fee Payment”) under the Trust Deed. After the 2011 Q4 Management Fee Payment, the Manager held 56,756,323 Units;

(ii) on 16 May 2012, the Manager was issued 3,078,830 new Units as payment of the performance fee component of the management fee that the Manager is entitled to for the three-month period ended 31 March 2012 (the “2012 Q1 Management Fee Payment”) under the Trust Deed. After the 2012 Q1 Management Fee Payment, the Manager held 59,835,153 Units; and

(iii) on 15 August 2012, the Manager was issued 3,154,962 new Units as payment of the performance fee component of the management fee that the Manager is entitled to for the three-month period ended 30 June 2012 (the“2012 Q2 Management Fee Payment”) under the Trust Deed. After the 2012 Q2 Management Fee Payment, the Manager held 62,990,115 Units, and the Sponsor and parties acting in concert with it held 654,014,003 Units.

Save for the above, the Sponsor and parties acting in concert with it have not acquired Units in the past six months preceding the date of this Circular. Further to the above, the Manager intends to elect to receive the performance fee component of the management fee that the Manager is entitled to for the three-month period ended 30 September 2012 (the “2012 Q3 Management Fee Payment”) under the Trust Deed, in Units, by end-December 2012.

6.2. Application for waiver from Rule 14 of the Code

On 20 October 2011, the Independent Unitholders had approved a waiver of their right to receive a mandatory offer from the Sponsor and parties acting in concert with the Sponsor, in the event that they incurred an obligation to make a Mandatory Offer pursuant to Rule 14 of the Code as a result of, amongst others, the receipt of the Pluit Village Acquisition Fee Units by the Manager in its own capacity. Pluit Village acquired on 6 December 2011 and the payment for the final adjustment in relation to the Pluit Village Acquisition was made in May 2012.

An application was made to the SIC on 23 October 2012 for the waiver of the obligation of the Sponsor and parties acting in concert with it to make a Mandatory Offer under Rule 14 of the Code should the obligation to do so arise as a result of the Manager receiving the Acquisition Fee Units. The SIC granted the waiver on 9 November 2012, subject to, inter alia, the satisfaction of the following conditions:

(i) a majority of Unitholders present and voting at a general meeting, held before the issue of the Acquisition Fee Units to the Manager, approve by way of a poll, the Whitewash Resolution to waive their rights to receive a general offer from the Sponsor and parties acting in concert with it;

(ii) the Whitewash Resolution is separate from other resolutions;

(iii) the Sponsor, parties acting in concert with it and parties not independent of them abstain from voting on the Whitewash Resolution;

(iv) the Sponsor and parties acting in concert with it did not acquire or are not to acquire any Units or instruments convertible into and options in respect of Units (other than subscriptions for, rights to subscribe for, instruments convertible into or options in respect of new Units which have been disclosed in this Circular):

(a) during the period between the announcement of the Pluit Village Acquisition and the Proposed Acquisitions (together, the “Relevant Acquisitions”) and the date Unitholders’ approval is obtained for the Whitewash Resolution; and

(b) in the six months prior to the announcement of the Relevant Acquisitions, but subsequent to negotiations, discussions or the reaching of understandings or agreements with the Manager in relation to the Relevant Acquisitions;

34 (v) LMIR Trust appoints an independent financial adviser to advise the Independent Unitholders on the Whitewash Resolution;

(vi) LMIR Trust sets out clearly in this Circular:

(a) details of the Relevant Acquisitions;

(b) the dilution effect to existing Unitholders of voting rights in LMIR Trust of the acquisition of the Acquisition Fee Units by the Manager;

(c) the number and percentage of Units as well as the number of instruments convertible into, rights to subscribe for and options in respect of Units held by the Sponsor and parties acting in concert with it as at the Latest Practicable Date;

(d) the number and percentage of Units to be issued to the Manager as a result of the Relevant Acquisitions; and

(e) that Unitholders, by voting for the Whitewash Resolution, are waiving their rights to a general offer from the Sponsor and parties acting in concert with it at the highest price paid by the Sponsor and parties acting in concert with it in the past six months preceding the commencement of the offer;

(vii) this Circular states that the waiver granted by SIC to the Sponsor and parties acting in concert with it from the requirement to make a general offer under Rule 14 of the Code is subject to the conditions set out in sub-paragraphs 6.2(i) to 6.2(vi) above;

(viii) the Sponsor and parties acting in concert with it obtains SIC’s approval in advance for the paragraphs of this Circular that refer to the Whitewash Resolution; and

(ix) to rely on the Whitewash Resolution, the acquisitions of the Acquisition Fee Units must be completed within three months of the date of approval of the Whitewash Resolution.

Independent Unitholders should note that by voting for the Whitewash Resolution, they are waiving their rights to receive a Mandatory Offer from the Sponsor and parties acting in concert with it at the highest price paid or agreed to be paid by the Sponsor and parties acting in concert with it for Units in the six months preceding the receipt of the Acquisition Fee Units by the Manager in its own capacity.

Independent Unitholders should further note that in the event that the Manager elects to receive the Acquisition Fee Units, without breaching the “public” float requirement set out in Rule 723 of the Listing Manual, being an aggregate of 8,120,760 Units, the aggregated unitholding of the Sponsor and parties acting in concert with it immediately after the issue of the Acquisition Fee Units to the Manager will be 30.23%.

By voting in favour of the Whitewash Resolution, Independent Unitholders could also be forgoing the opportunity to receive a general offer from another person who may be discouraged from making a general offer in view of the potential dilutive effect resulting from the receipt of the Acquisition Fee Units by the Manager in its own capacity.

6.3. Rationale for the Whitewash Resolution

The Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units in its own capacity, and the rationale for allowing the Manager to do so is set out as follows.

35 that it is entitled to as it will neither be able to receive the Acquisition Fees in cash nor in Units. In that case, this may disincentivise the Manager from actively sourcing for and pursuing acquisition opportunities from Interested Parties, even if such acquisitions may be beneficial to Unitholders.

The Manager is also of the view that allowing it to receive the Acquisition Fees in Units will demonstrate the long-term commitment of the Manager and of the Sponsor to LMIR Trust. It will also further align the interests of the Manager with Unitholders, incentivising the Manager to raise the performance of LMIR Trust to the benefit of Unitholders.

The Manager also wishes to note that pursuant to paragraph 5.6 of the Property Funds Appendix, the Acquisition Fee Units cannot be sold within one year from the date of their issuance and so there is sufficient safeguard in place to prevent the Manager from immediately selling down the Acquisition Fee Units.

6.4. Advice of the Independent Financial Adviser

The Manager has appointed KPMG Corporate Finance Pte Ltd as the independent financial adviser to advise the Independent Directors and the Trustee in relation to the Whitewash Resolution. A copy of the IFA Letter is set out in Appendix A of this Circular and Unitholders are advised to read the IFA Letter carefully.

Having considered the factors and made the assumptions set out in its letter, and subject to the qualifications set out therein, the IFA is of the view that the Whitewash Resolution is on normal commercial terms and is not prejudicial to the interests of LMIR Trust and the Unitholders.

7. RECOMMENDATIONS

7.1. On the Pejaten Village Acquisition

After taking into consideration the due diligence reports relating to the Proposed Acquisitions and the factors likely to affect the economics of the transactions, including the opinion of the IFA (as set out in the IFA Letter in Appendix A of this Circular), the Independent Directors and the Audit Committee believe that the Pejaten Village Acquisition is based on normal commercial terms and would not be prejudicial to the interests of LMIR Trust or its Unitholders.

(See paragraph 2.1 for details of the rationale for the Transactions and paragraph 4.5 for the advice of the IFA.)

Accordingly, both the Independent Directors and the Audit Committee recommend that Unitholders vote at the EGM in favour of the resolution to approve the Pejaten Village Acquisition.

7.2. On the Binjai Supermall Acquisition

After taking into consideration the due diligence reports relating to the Proposed Acquisitions and the factors likely to affect the economics of the transactions, including the opinion of the IFA (as set out in the IFA Letter in Appendix A of this Circular), the Independent Directors and the Audit Committee believe that the Binjai Supermall Acquisition is based on normal commercial terms and would not be prejudicial to the interests of LMIR Trust or its Unitholders.

(See paragraph 2.1 for details of the rationale for the Transactions and paragraph 4.5 for the advice of the IFA.)

Accordingly, both the Independent Directors and the Audit Committee recommend that Unitholders vote at the EGM in favour of the resolution to approve the Binjai Supermall Acquisition.

36 7.3. On the Whitewash Resolution

The Independent Directors have considered the rationale of the IFA and concurred with the advice of the IFA in relation to the Whitewash Resolution. The Independent Directors believe that the Whitewash Resolution would be beneficial to, and is in the interests of, LMIR Trust.

(See paragraph 6.3 for details of the rationale for the Whitewash Resolution and paragraph 6.4 for the advice of the IFA.)

Accordingly, the Independent Directors recommend that Independent Unitholders vote in favour of the Whitewash Resolution.

8. EXTRAORDINARY GENERAL MEETING

The EGM will be held on 13 December 2012 at 2.00 p.m. at Mandarin Orchard Singapore, Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867, for the purpose of considering and, if thought fit, passing with or without modification, the resolutions set out in the Notice of EGM, which is set out on pages G-1 and G-2 of this Circular. The purpose of this Circular is to provide Unitholders with relevant information about each of these resolutions. Approval by way of an Ordinary Resolution is required in respect of Resolutions 1 (in respect of the acquisition of Pejaten Village from an Interested Person), 2 (in respect of the acquisition of Binjai Supermall from an Interested Person) and 3 (in respect of the Whitewash Resolution).

A Depositor shall not be regarded as a Unitholder entitled to attend the EGM and to speak and vote thereat unless he is shown to have Units entered against his name in the Depository Register, as certified by CDP as at 48 hours before the EGM.

9. ABSTENTIONS FROM VOTING

Rule 919 of the Listing Manual prohibits interested persons and their associates (as defined in the Listing Manual) from voting on a resolution in relation to a matter in respect of which such persons are interested in the EGM. The relevant associates of the Sponsor are Bridgewater, PT. Sentra Dwimandiri and the Manager.

Given that the Sponsor is interested in the Proposed Acquisitions, the Sponsor has undertaken that (i) it will abstain, and will procure that its subsidiaries will abstain, from voting at the EGM on the resolutions in relation to the Proposed Acquisitions, and (ii) will not accept appointments as proxies in relation to the resolutions on the Proposed Acquisitions unless specific instructions as to voting are given.

Pursuant to the SIC Waiver granted in relation to the Whitewash Resolution, the Sponsor, parties acting in concert with it and parties not independent of the Sponsor are required to abstain from voting on the Whitewash Resolution.

10. ACTION TO BE TAKEN BY UNITHOLDERS

Unitholders will find enclosed in this Circular the Notice of EGM and a Proxy Form.

If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the enclosed Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the Unit Registrar and Unit Transfer Office at Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 not later than 2:00 p.m. on 11 December 2012, being 48 hours before the time fixed for the EGM. The completion and return of the Proxy Form by a Unitholder will not prevent him from attending and voting in person at the EGM if he so wishes.

Persons who have an interest in the approval of one or more of the resolutions must decline to accept appointment as proxies unless the Unitholder concerned has specific instructions in his Proxy Form as to the manner in which his votes are to be cast in respect of such resolutions.

37 11. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Transactions, LMIR Trust and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from such sources and/or reproduced in this Circular in its proper form and context.

12. CONSENTS

Each of the IFA (being KPMG Corporate Finance Pte Ltd) and the Independent Valuers (being KJPP WR and KJPP RHP) has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name and, respectively, the IFA Letter, the Summary Valuation Report from KJPP WR and the Summary Valuation Report from KJPP RHP, and all references thereto, in the form and context in which they are included in this Circular.

13. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the registered office of the Manager at 50 Collyer Quay, #06-07 OUE Bayfront, Singapore 0493211 from the date of this Circular up to and including the date falling three months after the date of this Circular:

(i) the Requis SPA (which contains the form of the Pejaten Village Deed of Indemnity);

(ii) the Sagacity SPA (which contains the form of the Binjai Supermall Deed of Indemnity);

(iii) the Pejaten Village CSPAs;

(iv) the Binjai Supermall CSPA;

(v) the full valuation report on Pejaten Village by KJPP WR;

(vi) the full valuation report on Pejaten Village by KJPP RHP;

(vii) the full valuation report on Binjai Supermall by KJPP WR;

(viii) the full valuation report on Binjai Supermall by KJPP RHP;

(ix) the 6M2012 Unaudited Financial Statements; and

(x) the IFA Letter.

The Trust Deed will also be available for inspection at the registered office of the Manager for so long as LMIR Trust is in existence.

Yours faithfully

LMIRT MANAGEMENT LTD. (as manager of Lippo Malls Indonesia Retail Trust) Company Registration No. 200707703M

Mr Albert Saychuan Cheok Chairman & Independent Non-Executive Director

1 Prior appointment with the Manager will be appreciated.

38 IMPORTANT NOTICE

The value of Units and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested.

Investors have no right to request the Manager to redeem their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

The past performance of LMIR Trust is not necessarily indicative of the future performance of LMIR Trust.

This Circular may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager’s current view of future events.

If you have sold or transferred all your Units, you should immediately forward this Circular, together with the Notice of EGM and the accompanying Proxy Form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Circular is not for distribution, directly or indirectly, in or into the U.S. It is not an offer of securities for sale into the U.S.

39 GLOSSARY

In this Circular, the following definitions apply throughout unless otherwise stated:

3Q2012 : The period from 1 July 2012 to 30 September 2012

6M2012 : The six month period ended 30 June 2012

6M2012 Unaudited : The unaudited consolidated financial statements of LMIR Financial Statements Trust and the target companies for the six months ended 30 June 2012

ACU : PT Amanda Cipta Utama

Acquisition Fee Units : The acquisition fee which is required to be paid to the Manager in Units pursuant to paragraph 5.6 of the Property Funds Appendix, in respect of the Proposed Acquisitions and the Pluit Village Acquisition Fee Units

Authorised Investments : Refers to, in general:

(i) real estate, whether freehold or leasehold, in or outside Singapore or Indonesia, held singly or jointly, and/or by way of direct ownership or by a shareholding in a special purpose vehicle;

(ii) any improvement or extension of or addition to or reconstruction or renovation or other development of any real estate or any building thereon;

(iii) real estate-related assets, wherever the issuers, assets or securities are incorporated, located, issued or traded;

(iv) listed or unlisted debt securities and listed shares or stock and (if permitted by the MAS) unlisted shares or stock of or issued by local or foreign non-property companies or corporations;

(v) government securities (issued on behalf of the Singapore Government or governments of other countries) and securities issued by a supra-national agency or a Singapore statutory board;

(vi) cash and cash equivalent items;

(vii) financial derivatives only for the purposes of (a) hedging existing positions in the portfolio of LMIR Trust where there is a strong correlation to the underlying investments or (b) efficient portfolio management, provide that such derivatives are not used to gear the overall portfolio of LMIR Trust or intended to be borrowings of LMIR Trust; and

40 (viii) other investments not covered by sub-paragraph (i) to (vii) of this definition but specified as a permissible investment in the Property Funds Appendix and selected by the Manager for investment by LMIR Trust and approved by the Trustee in writing (see the Trust Deed for details)

Binjai Supermall : A three-level retail mall located in Binjai, North Sumatra, Indonesia at Jalan Soekarno Hatta No.14, Timbang Langkat Sub District, East Binjai District, Binjai City, North Sumatra Province, Indonesia

Binjai Supermall : The proposed acquisition of Binjai Supermall for which Acquisition Unitholders’ approval is sought in this Circular

Binjai Supermall : The acquisition fee in relation to the Binjai Supermall Acquisition Fee Acquisition payable to the Manager pursuant to the Trust Deed

Binjai Supermall : The Units which will be issued to the Manager as part Acquisition Fee Units payment for the Binjai Supermall Acquisition Fee

Binjai Supermall : The aggregate purchase consideration of Rp.237.5 billion Aggregate Consideration (S$30.2 million) for the acquisition of Binjai Supermall by ACU from TMI and MPP

Binjai Supermall CSPA : The conditional sale and purchase agreement entered into between ACU and the Binjai Supermall Vendor for the acquisition of Binjai Supermall

Binjai Supermall Deed of : The deed of indemnity entered into by Bridgewater and the Indemnity Trustee for the indemnification of certain matters by Bridgewater in relation to the Binjai Supermall Acquisition

Binjai Supermall Related : The tenancy agreements with respect to Binjai Supermall Tenancy Agreements entered into by certain associates and subsidiaries of the Sponsor

Binjai Supermall Vendors : TMI and MPP

Board : The board of directors of the Manager

BOT : Build, operate and transfer as described in paragraph 3.8 of this Circular

BOT Agreement : An agreement entered into by the BOT Grantor and the 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

41 BOT Grantor : The owner of the BOT Land, who grants a BOT Grantee a right to construct and operate a building on the BOT Land for a particular period of time, pursuant to a BOT Agreement, and at the end of the BOT period for the BOT Grantee to transfer the BOT Land and building to the BOT Grantor

BOT Land : Land owned by the BOT Grantor under certain title of land such as the Right to Manage (Hak Pengelolaan)

BOT Scheme : Build, operate and transfer scheme

Bridgewater : Bridgewater International Ltd.

CDP : The Central Depository (Pte) Limited

Circular : This circular to Unitholders dated 26 November 2012

Closing Price : The closing price of S$0.475 per Unit on the SGX-ST on the Latest Practicable Date

Code : The Singapore Code on Take-overs and Mergers, as amended or modified from time to time

Controlling Shareholder : Means a person who:

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

(b) in fact exercises control over a company

Controlling Unitholder : Means a person who:

(a) holds directly or indirectly 15% or more of the nominal amount of all voting units in the property fund. The MAS may determine that such a person is not a controlling unitholder; or

(b) in fact exercises control over the property fund

Current Leases : All current leases in respect of the September 2012 Portfolio and the Recent Properties as at 30 September 2012

Deposited Property : All the assets of LMIR Trust, including the September 2012 Portfolio, the Recent Properties and all the Authorised Investments of LMIR Trust for the time being held or deemed to be held upon the trusts under the Trust Deed

Directors : The directors of the Manager

DPU : Distribution per Unit

42 EGM : The extraordinary general meeting of Unitholders to be held on 13 December 2012 at 2.00 p.m. at Mandarin Orchard Singapore, Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867, to approve the matters set out in the Notice of Extraordinary General Meeting on pages G-1 and G-2 of this Circular

EMTN Programme : The S$750,000,000 Guaranteed Euro Medium Term Note Programme established by LMIRT Capital Pte. Ltd. (a wholly- owned subsidiary of LMIR Trust) as announced by the Manager on 26 June 2012

Enlarged Portfolio : The September 2012 Portfolio, the Recent Properties and the Proposed Properties

Existing Interested : Interested person transactions with the Sponsor and Person Transactions associates of the Sponsor during the course of LMIR Trust’s current financial year

Final Completion : The date on which the adjustment sum for the consolidated net assets or net liabilities of PPP is paid for the Pejaten Village Acquisition

FY : Financial year

FY2011 : LMIR Trust’s financial year ending 31 December 2011

FY2011 Audited : LMIR Trust’s audited consolidated financial statements for the Consolidated Financial financial year ended 31 December 2011 Statements

Gaillard : Gaillard Investment Pte. Ltd.

GNU : Gading Nusa Utama

HGB : Hak Guna Bangunan / “Right to Build” land title

IFA : KPMG Corporate Finance Pte Ltd.

IFA Letter : The letter from the IFA to the Independent Directors and the Trustee containing its advice in relation to the Pejaten Village Acquisition, the Binjai Supermall Acquisition and the Whitewash Resolution

Illustrative Rupiah : The illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2 Exchange Rate on the Latest Practicable Date

Independent Directors : The independent directors of the Manager, being Mr Albert Saychuan Cheok, Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock

Independent Unitholders : Unitholders other than the Sponsor, parties acting in concert with the Sponsor and parties which are not independent of the Sponsor

Independent Valuers : KJPP WR and KJPP RHP

43 Interested Party : Means:

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

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

Interested Party : Has the meaning ascribed to it in paragraph 5 of the Property Transaction Funds Appendix

Interested Person : (a) In the case of a company, “interested person” means:

(i) a director, chief executive officer, or controlling shareholder of the issuer; or

(ii) an associate of any such director, chief executive officer, or controlling shareholder; and

(b) in the case of a REIT, shall have the meaning defined in the Code on Collective Investment Schemes issued by the MAS

Interested Person : Means a transaction between an entity at risk and an Transaction Interested Person

Java Supermall Units : Four strata units in Java Supermall located at Jalan MT Haryono No. 992-994, Jomblang, Semarang, Central Java

Jesselton : Jesselton Investment Ltd.

KJPP RHP : KJPP Rengganis, Hamid & Rekan, in strategic alliance with CB Richard Ellis

KJPP WR : KJPP Willson & Rekan, in affiliation with Knight Frank

Latest Practicable Date : 19 November 2012, being the latest practicable date prior to the printing of this Circular

Listing Manual : The Listing Manual of the SGX-ST

LMIR Trust : Lippo Malls Indonesia Retail Trust

Malang Town Square : Three strata units in Malang Town Square located at Jalan Units Veteran No. 2, Malang, East Java

Mall WTC Matahari Units : Four strata units in Mall WTC Matahari located at Jalan Raya Serpong, Pondok Jagung, Serpong, Tangerang, Banten, Greater Jakarta

Manager : LMIRT Management Ltd., in its capacity as manager of LMIR Trust

44 Mandatory Offer : A general offer made pursuant to Rule 14 of the Code

MAS : Monetary Authority of Singapore

Maxi Magna : Maxi Magna Investments Pte. Ltd.

Metropolis Town Square : Three strata units in Metropolis Town Square located at Jalan Units Hartono Raya, Modernland Cikokol, Tangerang, Banten, Greater Jakarta

NAV : Net asset value

Net Property Income or : Property revenue less property operating expenses NPI

NLA : Net lettable area

Notes : The S$200,000,000 4.88% Notes due 2015 and S$50,000,000 5.875% Notes due 2017 pursuant to the EMTN Programme

NTA : Net tangible assets

Ordinary Resolution : A resolution proposed and passed as such by a majority being greater than 50.0% of the total number of votes cast for and against such resolution at a meeting of Unitholders convened in accordance with the provisions of the Trust Deed

Pejaten Village : A six-level (including one basement level) retail mall located in the city of Jakarta, Indonesia at Jalan Warung Jati Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta Province, Indonesia

Pejaten Village : The proposed acquisition of Pejaten Village for which Acquisition Unitholders’ approval is sought in this Circular

Pejaten Village : The acquisition fee in relation to the Pejaten Village Acquisition Fee Acquisition payable to the Manager pursuant to the Trust Deed

Pejaten Village : The Units which will be issued to the Manager as part Acquisition Fee Units payment for the Pejaten Village Acquisition Fee

Pejaten Village CSPAs : The conditional share purchase agreements entered into between the Trustee, through its wholly-owned subsidiaries Requis Investment Pte. Ltd. and Gaillard Investment Pte. Ltd., and the Pejaten Village Vendors for the acquisition of the entire issued capital of PPP

Pejaten Village Deed of : The deed of indemnity entered into by Bridgewater and the Indemnity Trustee for the indemnification of certain matters by Bridgewater in relation to the Pejaten Village Acquisition

Pejaten Village Purchase : The purchase consideration of Rp.748.0 billion (S$95.1 Consideration million) for the acquisition of PPP by Requis and Gaillard from Sea Pejaten and GNU

45 Pejaten Village Related : The tenancy agreements with respect to Pejaten Village Tenancy Agreements entered into by certain associates and subsidiaries of the Sponsor

Pejaten Village Vendors : Sea Pejaten and GNU

Peninsula : Peninsula Investment Limited

Plaza Madiun : Two HGB titles in Plaza Madiun located at Jalan Pahlawan

Pluit Village Acquisition : The acquisition of Pluit Village

Pluit Village Acquisition : The acquisition fee in relation to the Pluit Village Acquisition Fee Units payable to the Manager in Units

PPP : PT Panca Permata Pejaten

Property Funds Appendix : Appendix 6 of the Code on Collective Investment Schemes issued by the MAS in relation to real estate investment trusts

Proposed Acquisitions : The proposed acquisitions of Pejaten Village and Binjai Supermall by LMIR Trust

Proposed Completion : The date on which the Pejaten Village Purchase Consideration and the Binjai Supermall Aggregate Consideration are to be paid as determined in accordance with the Pejaten Village CSPAs and the Binjai Supermall CSPA, respectively

Proposed Properties : Pejaten Village and Binjai Supermall

Recent Acquisitions : The acquisitions of Palembang Square, Palembang Square Extension, Tamini Square and Kramat Jati Indah Plaza by LMIR Trust

Recent Properties : Palembang Square, Palembang Square Extension, Tamini Square and Kramat Jati Indah Plaza

Related Tenancy : The Pejaten Village Related Tenancy Agreements and the Agreements Binjai Supermall Related Tenancy Agreements, as set out in Appendix F

Relevant Acquisitions : The Pluit Village Acquisition and the Proposed Acquisitions

Requis : Requis Investment Pte. Ltd.

Retail Malls : Gajah Mada Plaza, Cibubur Junction, Plaza Semanggi, Mal Lippo Cikarang, Ekalokasari Plaza, Bandung Indah Plaza, Istana Plaza, Sun Plaza, Pluit Village and Plaza Medan Fair

Retail Spaces : Mall WTC Matahari Units, Metropolis Town Square Units, Depok Town Square Units, Java Supermall Units, Malang Town Square Units, Plaza Madiun and Grand Palladium Medan Units

Sagacity : Sagacity Investments Pte. Ltd.

46 Sea Pejaten : Sea Pejaten Pte. Ltd.

Securities Account : Unitholders’ securities accounts with CDP

Securities Act : U.S. Securities Act of 1933, as amended

September 2012 Portfolio : Gajah Mada Plaza, Cibubur Junction, Plaza Semanggi, Mal Lippo Cikarang, Ekalokasari Plaza, Bandung Indah Plaza, Istana Plaza, Sun Plaza, Pluit Village, Plaza Medan Fair, Mall WTC Matahari Units, Metropolis Town Square Units, Depok Town Square Units, Java Supermall Units, Malang Town Square Units, Plaza Madiun and Grand Palladium Medan Units

SGX-ST : Singapore Exchange Securities Trading Limited

SHGB : HGB Certificate issued by the relevant National Land Office in accordance with applicable laws of the Republic of Indonesia

SIC : Securities Industry Council

SIC Waiver : The waiver granted by the SIC dated 9 November 2012

Specialty Space : The aggregate leasable area attributable to retail units of less than 400 sq m each and where the term of the lease is generally for more than 12 months

Sponsor : PT. Lippo Karawaci Tbk, the sponsor of LMIR Trust

Substantial Unitholders : A Unitholder with an interest in more than 5.0% of all Units in issue

TMI : PT Trias Mitra Investama

Total Acquisition Cost : The aggregate of the Pejaten Village Purchase Consideration, the Pejaten Village Acquisition Fee, the Binjai Supermall Aggregate Consideration and the Binjai Supermall Acquisition Fee, and the professional and other fees and expenses in connection with the Proposed Acquisitions

Transactions : The Pejaten Village Acquisition and the Binjai Supermall Acquisition

Trust Deed : The trust deed dated 8 August 2007 constituting LMIR Trust, as supplemented by the first supplemental deed dated 18 October 2007 and the second supplemental deed dated 21 July 2010 entered into between the Trustee and the Manager, as amended, varied, or supplemented from time to time

Trustee : HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of LMIR Trust

Unit : A unit representing an undivided interest in LMIR Trust

Unitholders : Unitholders of LMIR Trust

47 U.S. : United States

Whitewash Resolution : The proposed whitewash resolution for the waiver of the rights of Independent Unitholders to receive a Mandatory Offer from the Sponsor and parties acting in concert with it for all the remaining Units not owned or controlled by the Sponsor and parties acting in concert with it

S$ and cents : Singapore dollars and cents

% : Per centum or percentage

The terms “Depositor” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act, Chapter 50 of Singapore.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted.

Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated.

Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof are due to rounding. Where applicable, figures and percentages are rounded to one decimal place.

48 APPENDIX A

INDEPENDENT FINANCIAL ADVISER’S LETTER

The Independent Directors LMIRT Management Ltd (manager of Lippo Malls Indonesia Retail Trust) 50 Collyer Quay, #06-07 OUE Bayfront Singapore 049321

HSBC Institutional Trust Services (Singapore) Limited (trustee of Lippo Malls Indonesia Retail Trust) 21 Collyer Quay, #10-02 HSBC Building Singapore 049320

26 November 2012

Dear Sirs

INDEPENDENT FINANCIAL ADVISER'S ADVICE IN RESPECT OF:

(1) THE PEJATEN VILLAGE ACQUISITION;

(2) THE BINJAI SUPERMALL ACQUISITION; AND

(3) THE WHITEWASH RESOLUTION. For the purpose of this letter, capitalised terms not otherwise defined herein shall have the same meaning given as in the circular to the unitholders of Lippo Malls Indonesia Retail Trust (the “Unitholders”)(“LMIR Trust”) in relation to the Pejaten Village Acquisition, the Binjai Supermall Acquisition and the Whitewash Resolution (as defined below) (the “Circular”).

1. INTRODUCTION

1.1 Transactions

On 23 October 2012 (the “Announcement Date”), LMIRT Management Ltd in its capacity as manager of LMIR Trust (the “Manager”) announced that HSBC Institutional Trust Services (Singapore) Limited in its capacity as trustee of LMIR Trust (the “Trustee”) had entered into:

- conditional share purchase agreements (the “Pejaten Village SPAs”) to acquire Pejaten Village (“Pejaten Village”) from Sea Pejaten Pte Ltd (“Sea Pejaten”) and Gading Nusa Utama (“GNU”) (collectively the “Pejaten Village Vendors”) (the “Pejaten Village Acquisition”).

- a conditional sale and purchase agreement (the “Binjai Supermall SPA”) to acquire Binjai Supermall (“Binjai Supermall”, and together with Pejaten Village, the “Proposed Properties”) from PT Trias Mitra Investama (“TMI”) and PT Matahari Putra Prima Tbk (“MPP”) (the “Binjai Supermall Vendors”) (the “Binjai Supermall Acquisition”, and together with the Pejaten Village Acquisition, the “Proposed Acquisitions”).

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The Pejaten Village Acquisition

x Pejaten Village comprises a six-level shopping centre with a total leasable retail floor area of about 41,847 square metres in the South Jakarta Region of Indonesia.

x Pejaten Village will be acquired by LMIR Trust through its wholly-owned subsidiary, Requis Investment Pte Ltd (“Requis”). Requis will enter into a sale and purchase agreement with Sea Pejaten for the acquisition of a 75.0% interest in PT Panca Permata Pejaten (“PPP”), which directly holds Pejaten Village, and Gaillard Investment Pte Ltd (“Gaillard”), which is a wholly-owned subsidiary of Requis, will enter into a sale and purchase agreement with Sea Pejaten and GNU for the remaining 20.0% and 5.0% interest in PPP, respectively.

x The purchase consideration for Pejaten Village is Rp. 748.0 billion (S$95.1 million) (the “Pejaten Village Purchase Consideration”), which was arrived at on a willing-buyer and willing-seller basis after taking into account the valuations of Pejaten Village by: (a) KJPP Willson & Rekan in affiliation with Knight Frank (“KJPP Willson & Rekan”); and (b) KJPP Rengganis, Hamid & Rekan in strategic alliance with CB Richard Ellis (“KJPP RHP”) (KJPP Willson & Rekan and KJPP RHP are referred to as the “Independent Valuers”). x LMIR Trust is expected to incur an acquisition fee in relation to Pejaten Village (the “Pejaten Village Acquisition Fee”) of Rp. 7.5 billion (or S$1.0 million) (which is equal to 1.0% of the Pejaten Village Purchase Consideration) in connection with the Pejaten Village Acquisition, which is payable in Units to the Manager pursuant to Clause 15.2.1 of the Trust Deed.

The Binjai Supermall Acquisition

x Binjai Supermall comprises a 3-level shopping centre with a total leasable retail floor area of about 17,787 square metres in the North Sumatera Province of Indonesia.

x Binjai Supermall will be acquired by LMIR Trust through its wholly-owned subsidiary, Sagacity Investments Pte Ltd (“Sagacity”). Sagacity holds a 75.0% interest in PT Amanda Cipta Utama (“ACU”), and Maxi Magna Investments Pte Ltd (“Maxi Magna”), which is a wholly-owned subsidiary of Sagacity, holds a 25.0% interest in ACU. ACU will in turn enter into a conditional sale and purchase agreement with the Binjai Supermall Vendors for the acquisition of Binjai Supermall.

x The purchase consideration for Binjai Supermall is Rp. 237.5 billion (S$30.2 million) (the “Binjai Supermall Purchase Consideration”), which was arrived at on a willing-buyer and willing-seller basis after taking into account the valuations of Binjai Supermall by the Independent Valuers.

x LMIR Trust is expected to incur the acquisition fee in relation to Binjai Supermall (the “Binjai Supermall Acquisition Fee”) of Rp.2.4 billion (or S$0.30 million) (which is equal to 1.0% of the Binjai Supermall Purchase Consideration) in connection with the Binjai Supermall Acquisition, which is payable in Units to the Manager pursuant to Clause 15.2.1 of the Trust Deed.

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The Manager intends to finance the cash portion of S$129.0 million of the Total Acquisition Cost with: x the proceeds raised from the issuance of the S$200,000,000 4.88% Notes due 2015 and S$50,000,000 5.875% Notes due 2017 (collectively, the “Notes”) pursuant to the S$750,000,000 Guaranteed Euro Medium Term Note Programme established by LMIRT Capital Pte. Ltd. (a wholly-owned subsidiary of LMIR Trust) (the “EMTN Programme”) as announced by the Manager on 26 June 2012; x the proceeds raised from the issuance of the S$75,000,000 4.48% Notes due 2017 pursuant to the EMTN Programme as announced by the Manager on 15 November 2012; and x internal cash reserves and working capital of LMIR Trust.

1.2 Regulatory Regime

Requirement for Unitholders’ approval of the Proposed Acquisitions

The following is extracted from section 4.1 of the Circular and provides an overview of why the Proposed Acquisitions will constitute: x Interested Person Transactions under Chapter 9 of the Listing Manual of the SGX ST (the “Listing Manual”); and x Interested Party Transactions under paragraph 5 of the Property Funds Appendix, and, accordingly, will require the approval of Unitholders.

“4.1. Interested Person Transaction and Interested Party Transaction in connection with the Proposed Acquisitions

Based on LMIR Trust’s consolidated financial statements for the nine-month period ended 30 September 2012, the NTA of LMIR Trust was S$1,153.8 million as at 30 September 2012. Accordingly, if the value of a transaction which is proposed to be entered into in the current financial year by LMIR Trust with an Interested Person is, either in itself or in aggregation with all other earlier transactions (each of a value equal to or greater than S$100,000) entered into with the same Interested Person during the current financial year, equal to or is in excess of S$57.7 million, such a transaction would be subject to Unitholders’ approval. Given the Pejaten Village Purchase Consideration and the Binjai Supermall Aggregate Consideration of Rp.748.0 billion (or S$95.1 million) and Rp.237.5 billion (or S$30.2 million) which is 8.2% and 2.6% of the NTA of LMIR Trust as at 30 September 2012, respectively1, the value of each of the Pejaten Village Acquisition and the Binjai Supermall Acquisition will in aggregate exceed the said threshold.

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As at the Latest Practicable Date, the Manager has a direct interest in 62,990,115 Units (comprising 2.88% of the total number of issued Units). The Manager is wholly-owned by Peninsula, a wholly-owned subsidiary of Jesselton which is in turn a wholly-owned subsidiary of the Sponsor. The Sponsor, directly and/or through its subsidiaries and associates and through its interest in the Manager, has (i) deemed interests of approximately 29.95% in LMIR Trust and (ii) wholly-owns the Manager, and is therefore regarded as a “controlling unitholder” of LMIR Trust, and “controlling shareholder” of the Manager, under both the Listing Manual and (where applicable) the Property Funds Appendix. The Pejaten Village Vendors are indirect wholly-owned subsidiaries of the Sponsor. For the purposes of Chapter 9 of the Listing Manual, each of the Pejaten Village Vendors is an Interested Person of LMIR Trust, and for the purposes of paragraph 5 of the Property Funds Appendix relating to Interested Party Transactions, each of the Pejaten Village Vendors is an Interested Party of LMIR Trust. Similarly, TMI is an indirect wholly- owned subsidiary of the Sponsor. MPP and the Sponsor are under common control by PT Multipolar Corporation Tbk. For the purposes of Chapter 9 of the Listing Manual, each of TMI and MPP is an Interested Person of LMIR Trust, and for the purposes of paragraph 5 of the Property Funds Appendix relating to Interested Party Transactions, each of TMI and MPP is an Interested Party of LMIR Trust.

Therefore, each of the Pejaten Village Acquisition and the Binjai Supermall Acquisition will constitute an Interested Person Transaction under Chapter 9 of the Listing Manual. The Pejaten Village Acquisition and the Binjai Supermall Acquisition will also constitute an Interested Party Transaction under paragraph 5 of the Property Funds Appendix. The value of the Pejaten Village Acquisition is equal to 8.2% of LMIR Trust’s NTA/NAV of S$1,153.8 million as at 30 September 2012. Therefore, the approval of Unitholders is required for the Pejaten Village Acquisition under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix. Although approval of Unitholders is not required for the Binjai Supermall Acquisition under Rule 906 of the Listing Manual and paragraph 5 of the Property Funds Appendix, the Manager wishes to seek Unitholders’ approval for the Binjai Supermall Acquisition for (i) good corporate governance and (ii) due to the fact that Unitholders’ approval is also being sought for the Pejaten Village Acquisition. Accordingly, the approval of Unitholders is sought for each of the Pejaten Village Acquisition and the Binjai Supermall Acquisition.”

Requirement for Unitholders’ approval of the Whitewash Resolution

The following is extracted from section 6.3 of the Circular and provides an overview of why the issuance of units to the Manager in connection with the Pejaten Village Acquisition, the Binjai Supermall Acquisition, and the Pluit Village Acquisition is being sought.

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“6.3. Rationale for the Whitewash Resolution

The Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units in its own capacity, and the rationale for allowing the Manager to do so is set out as follows.

Pursuant to Clause 15.2.1 of the Trust Deed, the Acquisition Fees are payable to the Manager in the form of cash and/or Units (as the Manager may elect). However, the Manager is required under paragraph 5.6 of the Property Funds Appendix to receive the Acquisition Fee in Units. Accordingly, without the Whitewash Resolution, and in view of Rule 14.1(a) of the Code, the Manager will not be able to receive the Acquisition Fees that it is entitled to as it will neither be able to receive the Acquisition Fees in cash nor in Units. In that case, this may disincentivise the Manager from actively sourcing for and pursuing acquisition opportunities from Interested Parties, even if such acquisitions may be beneficial to Unitholders.

In accordance with the abovementioned requirements, which are more particularly described in the Circular, KPMG Corporate Finance Pte Ltd (“KPMG Corporate Finance”) has been appointed as the independent financial adviser (“IFA”) to advise: x the Independent Directors of the Manager and the Trustee as to whether the Pejaten Village Acquisition is (a) on normal commercial terms and (b) prejudicial to the interests of LMIR Trust and the minority Unitholders; x the Independent Directors of the Manager and the Trustee as to whether the The Binjai Supermall Acquisition is (a) on normal commercial terms and (b) prejudicial to the interests of LMIR Trust and the minority Unitholders; and x the Independent Directors of the Manager as to whether the Whitewash Resolution is (a) on normal commercial terms and (b) prejudicial to the interests of LMIR Trust and the minority Unitholders,

(collectively, the “Opinions”).

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2. TERMS OF REFERENCE

Our responsibility is to provide the Opinions in respect of the Proposed Acquisitions and the Whitewash Resolution.

Our Opinions are delivered solely for the use and benefit of the addressees of this letter (as appropriate) (the “Addressees”) for their deliberations on the Proposed Acquisitions and the Whitewash Resolution, before arriving at a decision on the merits or demerits thereof, and in making any recommendations. We were not involved in any aspect of the negotiations pertaining to the Proposed Acquisitions and/or the Whitewash Resolution, nor were we involved in the deliberations leading up to the decisions of and recommendations by the Addressees (as appropriate) to proceed with the Proposed Acquisitions and/or the Whitewash Resolution. The decisions of and recommendations made by the Addressees (as appropriate) shall remain their sole responsibility.

Our Opinions should not be relied on as recommendations to any Unitholders as to how such Unitholders should vote in relation to the Proposed Acquisitions and/or the Whitewash Resolution or any matters related thereto.

We have not conducted a comprehensive review of the business, operations or financial condition of LMIR Trust. Our terms of reference also do not require us to evaluate or comment on the merits and/or risk, whether strategic, commercial, financial or otherwise, of the Proposed Acquisitions and/or the Whitewash Resolution or on the future prospects of LMIR Trust and as such, we do not express an opinion thereon. Such evaluation or comments remain the sole responsibility of the Addressees (as appropriate).

It is also not within our terms of reference to compare the relative merits of the Proposed Acquisitions and/or the Whitewash Resolution to any alternative transactions previously considered by, or that may have been available to, LMIR Trust or any alternative transactions that may be available in the future. Such evaluations or comments remain the sole responsibility of the Addressees (as appropriate), although we may draw upon their views or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our opinion.

In addition, we have not made any independent evaluation or appraisal of the existing or proposed assets or liabilities (including without limitation, real property) of LMIR Trust.

In formulating our Opinions, we have held discussions with the directors of the Manager (the “Directors”) and its management team. We have considered the information contained in the Circular, publicly available information collated by us as well as information, both written and verbal, provided by the Manager and its professional advisers, which may include solicitors, auditors, tax advisers and valuers. We have not independently verified such information, whether written or verbal, and accordingly cannot and do not make any representation or warranty, express or implied, in respect of and do not accept any responsibility for the accuracy, completeness or adequacy of all such information, provided or otherwise made available to us or relied on by us. We have nevertheless made reasonable enquiries and used our judgment in assessing such information and have found no reason to doubt the accuracy or the reliability of such information.

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We have relied upon the representation of the Directors (including those who may have delegated detailed supervision of the Circular, the Proposed Acquisitions and the Whitewash Resolution) that they have taken all reasonable care to ensure that all information and facts stated in the Circular are fair and accurate in all material respects and all material information and facts in relation to the Proposed Acquisitions and the Whitewash Resolution have been disclosed to us, and that no material information and facts have been omitted, the omission of which would render any statement in the Circular, information and facts disclosed to us or our Opinions in this letter to be inaccurate, incomplete or misleading in any material respect. The Directors (including those who may have delegated detailed supervision of the Circular, the Proposed Acquisitions and the Whitewash Resolution) have jointly and severally accepted responsibility in the “Directors’ Responsibility Statement” of the Circular. Accordingly, no representation or warranty, express or implied, is made and no responsibility is accepted by us concerning the accuracy, completeness or adequacy of all such information and facts.

Our Opinions are based upon market, economic, industry, monetary and other conditions (where applicable) in effect on the latest practicable date prior to the printing of the Circular, being 19 November 2012 (the “Latest Practicable Date”). Such conditions and information can change significantly over a relatively short period of time. We assume no responsibility to update, revise or reaffirm our Opinions in the light of any subsequent changes or developments after the Latest Practicable Date even if it may affect our Opinions contained herein.

In rendering our Opinions, we did not have regard to the general or specific investment objectives, financial situation, risk profiles, tax position or particular needs and constraints of any Unitholder. As different Unitholders would have different investment objectives and profiles, we would advise the the Addressees (as appropriate) to recommend that any Unitholder who may require specific advice in relation to his investment portfolio(s) to consult his or their stockbroker, bank manager, accountant or other professional advisers.

The Addressees (as appropriate) have been separately advised by their own professional advisers in the preparation of the Circular (other than this letter). We have no role or involvement and have not and will not provide any advice, financial or otherwise, whatsoever in the preparation, review and verification of the Circular (other than this letter). Accordingly, we take no responsibility for and express no views, expressed or implied, on the contents of the Circular (other than this letter).

Our Opinions in relation to the Proposed Acquisitions and the Whitewash Resolution should be considered in the context of the entirety of this letter and the Circular.

3. DETAILS CONCERNING THE PEJATEN VILLAGE ACQUISITION

Detailed information in relation to Pejaten Village is contained within Appendix B of the Circular, while information in relation to the Pejaten Village Acquisition specifically is contained in section 3 of the Circular.

4. DETAILS CONCERNING THE BINJAI SUPERMALL ACQUISITION

Detailed information in relation to Binjai Supermall is contained within Appendix B of the Circular, while information in relation to the Binjai Supermall Acquisition specifically is contained in section 3 of the Circular.

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5. WHITEWASH RESOLUTION

Detailed information in relation to the Unit issuance to the Manager and the related Whitewash Resolution is contained within section 6 of the Circular.

6. EVALUATION OF THE PROPOSED ACQUISITIONS

In arriving at our opinions in relation to the Proposed Acquisitions, we have taken into account the following key factors:

6.1 Rationale for the Proposed Acquisitions The Manager has provided its assessment of the key benefits of the Proposed Acquisitions, the following rationale extracted from section 2.1 of the Circular:

“2.1. Rationale for the Proposed Acquisitions

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

2.1.1. Acquisition of Retail Mall Assets at Discounts to the Average of the Independent Valuations offering Stable Occupancies and Leasing up Opportunities

The Proposed Acquisitions represent an opportunity for LMIR Trust to acquire income producing quality properties below the average of the independent valuations from the Independent Valuers, namely KJPP RHP and KJPP WR, and are in line with the Manager’s acquisition growth strategy of owning retail and/or retail related properties to optimise Unitholders’ returns, as well as provide potential capital appreciation and long-term growth.

Average of Purchase Discount to Independent Consideration/ the Average Property Valuations conducted Aggregate Valuations by KJPP RHP and Consideration (%) KJPP WR

Rp.748.0 billion Rp.855.6 billion Pejaten Village 12.6% (S$95.1 million) (S$108.8 million)

The Binjai Supermall Aggregate Rp.250.5 billion Binjai Supermall Consideration is 5.2% (S$31.8 million) Rp.237.5 billion (S$30.2 million)

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2.1.2. Opportunity to Enhance the Earnings of LMIR Trust

2.1.3. Strategic Locations with Sustainable Retail Traffic

2.1.4. Increased Economies of Scale in Operations and Marketing

2.1.5. Diversification of Assets Portfolio to Minimise Concentration Risks

The Proposed Acquisitions will allow LMIR Trust to diversify its portfolio geographically across Indonesia, thereby reducing asset concentration risks within LMIR Trust’s Enlarged Portfolio.

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stability of income streams for LMIR Trust, thus benefiting its Unitholders.”

6.2 Financial assessment of the Proposed Acquisitions

In evaluating the reasonableness of the: x Pejaten Village Purchase Consideration for the Pejaten Village Acquisition; and x Binjai Supermall Purchase Consideration for the Binjai Supermall Acquisition, we have considered the following factors which have a bearing on our assessment:

Basis for arriving at the Pejaten Village Purchase Consideration and Binjai Supermall Purchase Consideration

The: x Pejaten Village Purchase Consideration of Rp. 748.0 billion (S$95.1 million); and x Binjai Supermall Purchase Consideration of Rp. 237.5 billion (S$30.2 million), were both arrived at on a willing-buyer and willing-seller basis after taking into account the valuations of Pejaten Village and Binjai Supermall by the Independent Valuers.

The Independent Valuers were appointed for the purposes of: x determining the market value of Pejaten Village as at 30 June 2012; and x determining the market value of Binjai Supermall as at 30 June 2012, with the following determinations made:

Valuation of Pejaten Village by the Independent Valuers

Appraised Value by KJPP Willson & Rekan Appraised Value by KJPP RHP

Rp. 870.15 billion Rp. 841.00 billion

Valuation of Binjai Supermall by the Independent Valuers

Appraised Value by KJPP Willson & Rekan Appraised Value by KJPP RHP

Rp. 253.90 billion Rp. 247.00 billion

Summarised versions of the valuation reports (the “Valuation Reports”) are contained in Appendix D of the Circular.

Our observations in relation to the Valuation Reports are as follows: x The Valuation Reports were undertaken in compliance with the Indonesian Valuation Standards (Standard Penilaian Indonesia / SPI) 2007.

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x The Valuation Reports assess:

x the market value as at 30 June 2012 for Pejaten Village, which is close to the date of the Pejaten Village SPA, as well as the intended settlement date of the Pejaten Village Acquisition; and

x the market value as at 30 June 2012 for Binjai Supermall, which is close to the date of the Binjai Supermall SPA, as well as the intended settlement date of the Binjai Supermall Acquisition. x The market value, as defined in the respective Valuation Reports, is the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the transacting parties had each acted knowledgeably, prudently and without compulsion. x In arriving at its opinion on market value for Pejaten Village: x KJPP Willson & Rekan, on the basis that Pejaten Village is an income producing property, adopted the income valuation method, utilising a discounted cash flow analysis, with projections made over a five year investment horizon, taking into account existing leases, the relevant operating agreements, the tenure expiry. In determining a capitalised value, KJPP Willson & Rekan capitalised the sixth year of net operating income using a single capitalization rate to arrive at the property’s terminal disposal value.

x KJPP RHP, on the basis that Pejaten Village is an income producing property, adopted the income valuation method, utilising a discounted cash flow analysis, with projections made over a ten year investment horizon.

In determining a capitalised value, KJPP RHP capitalised the eleventh year of net operating income using a single capitalization rate to arrive at the property’s terminal disposal value. x In arriving at its opinion on market value for Binjai Supermall: x KJPP Willson & Rekan, on the basis that Binjai Supermall is an income producing property, adopted the income valuation method, utilising a discounted cash flow analysis, with projections made over a five year investment horizon, taking into account existing leases, the relevant operating agreements, the tenure expiry. In determining a capitalised value, KJPP Willson & Rekan capitalised the sixth year of net operating income using a single capitalization rate to arrive at the property’s terminal disposal value.

x KJPP RHP, on the basis that Binjai Supermall is an income producing property, adopted the income valuation method, utilising a discounted cash flow analysis, with projections made over a ten year investment horizon.

In determining a capitalised value, KJPP RHP capitalised the eleventh year of net operating income using a single capitalization rate to arrive at the property’s terminal disposal value.

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x We observe that:

x the assessed market value for Pejaten Village as at 30 June 2012 was between Rp. 841 billion (S$106.9 million) and Rp. 870.15 billion (S$110.6 million). The agreed Pejaten Village Purchase Consideration, assuming no adjustment, is Rp. 748.0 billion (S$95.1 million). We note that the Pejaten Village Purchase Consideration of Rp.748.0 billion (S$95.1 represents a 12.6% discount to the average of the two independent valuations conducted by the Independent Valuers; and

x the assessed market value for Binjai Supermall as at 30 June 2012 was between Rp. 247 billion (S$31.4 million) and Rp. 253.9 billion (S$32.3 million). The agreed Binjai Supermall Purchase Consideration is Rp. 237.5 billion (S$30.2 million). We note that the Binjai Supermall Purchase Consideration of Rp. 237.5 billion (S$30.2 million) represents a 5.2% discount to the average of the two independent valuations conducted by the Independent Valuers.

6.3 Financial effects

The pro forma financial effects of the Proposed Acquisitions and the acquisitions of the Recent Properties (“Recent Acquisitions”) presented below are strictly for illustrative purposes only and were prepared based on:

(i) LMIR Trust’s audited consolidated financial statements for FY2011 (the “FY2011 Audited Consolidated Financial Statements”) and the unaudited financial statements of the target companies for FY2011; and

(ii) the unaudited consolidated financial statements of LMIR Trust and the target companies for the six months ended 30 June 2012 (the “6M 2012 Unaudited Financial Statements”),

and assuming:

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

(b) the cash component is funded by the proceeds from the Notes at an assumed weighted average interest rate of 5.079% per annum;

(c) a rental guarantee in respect of KJI amounting to Rp.10.75 billion (S$1.4 million) per quarter will be provided by the KJI vendor; and

(d) (in relation to the pro forma financial effects of the Recent Acquisitions and the Proposed Acquisitions on the Distributable Income for LMIR Trust for FY2011) that:

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

(II) such expenditures are based on the purchase consideration for 100% of the revenue generating spaces within the malls that are to be acquired.

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Based on the financial year ended 31 December 2011

Pro-forma DPU and distribution yield

Distributable income (S$'000)(2) 47,446 46,508 45,186 45,151 43,829 Units in issue and to be issued 2,174,682,008 2,175,947,722(3) 2,176,619,151(3) 2,176,076,294(3) 2,176,747,722(3) DPU (Cents)(4) 2.18 2.14 2.08 2.07 2.01 Distribution yield(5) 6.23% 6.11% 5.93% 5.93% 5.75%

Notes: (1) Based on the FY2011 Audited Consolidated Financial Statements. (2) Distributable income includes Unitholders' distribution from operations and return of capital. (3) The number of Units is arrived at after taking into account the new Units to be issued in payment of the performance fee as a result of additional Net Property Income after the relevant acquisitions. (4) The DPU is derived at by taking into account the distributable income for FY2011, divided by the total number of Units in issue and to be issued as at 31 December 2011. (5) The distribution yield is derived at by taking into account the DPU for FY2011, divided by the closing price as at 31 December 2011 of S$0.35.

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Pro forma NAV per Unit The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the NAV per Unit as at 31 December 2011, as if LMIR Trust had purchased the relevant properties on 31 December 2011, respectively, are as follows:

December 2011 December 2011 December 2011 Portfolio with December 2011 Portfolio with Portfolio with Recent Portfolio with Recent Recent Acquisitions and December 2011 Recent Acquisitions and Acquisitions and Proposed Portfolio(1) Acquisitions Pejaten Village Binjai Supermall Acquisitions NAV (S$'000) 1,299,869 1,299,869 1,299,869 1,299,869 1,299,869 Units in issue and to be issued 2,174,682,008 2,174,682,008 2,174,682,008 2,174,682,008 2,174,682,008 NAV per Unit (cents) 59.77 59.77 59.77 59.77 59.77

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

Pro forma capitalisation

December 2011 December 2011 December 2011 Portfolio with December 2011 Portfolio with Portfolio with Recent Portfolio with Recent Recent Acquisitions and December 2011 Recent Acquisitions and Acquisitions and Proposed Portfolio(1) Acquisitions Pejaten Village Binjai Supermall Acquisitions (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) Short term debt: Unsecured - - - - - Secured - - - - - Total short term debt - - - - -

Long term debt: Unsecured - 177,000 287,000 215,000 325,000 Secured 147,500 147,500 147,500 147,500 147,500 Total long term debt 147,500 324,500 434,500 362,500 472,500 Total debt 147,500 324,500 434,500 362,500 472,500 Unitholders funds 1,299,869 1,299,869 1,299,869 1,299,869 1,299,869 Total Capitalisation 1,447,369 1,624,369 1,734,369 1,662,369 1,772,369

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

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Six months ended 30 June 2012

Pro-forma DPU and Distribution yield

The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the DPU and distribution yield for LMIR Trust for the 6 months ended 30 June 2012 (“6M2012”), as if LMIR Trust had purchased the relevant properties on 1 January 2012, and held and operated the relevant properties through to 30 June 2012, respectively, are as follows:

Distributable income (S$'000)(2) 32,130 30,857 31,297 30,131 30,571 Units in issue and to be issued 2,180,663,153(3) 2,181,276,311(3) 2,181,747,364(3) 2,181,334,206(3) 2,181,805,258(3) DPU (Cents)(4) 1.47 1.41 1.43 1.38 1.40 Distribution yield(5) 7.75% 7.45% 7.55% 7.27% 7.37%

Notes: (1) Based on the 6M2012 Unaudited Financial Statements. (2) Distributable income includes Unitholders' distribution from operations and return of capital. (3) The number of Units is arrived at after taking into account the new Units to be issued in payment of the performance fee as a result of additional Net Property Income after the relevant acquisitions. (4) The DPU is derived at by taking into account the distributable income for 6M2012, divided by the total number of Units in issue and to be issued as at 30 June 2012. (5) The distribution yield is derived at by taking into account the annualised DPU for 6M2012, divided by the closing price as at 30 June 2012 of S$0.38.

Pro forma NAV per Unit The pro forma financial effects of (i) the Recent Acquisitions, (ii) the Recent Acquisitions and the Pejaten Village Acquisition, (iii) the Recent Acquisitions and the Binjai Supermall Acquisition, and (iv) the Recent Acquisitions and the Proposed Acquisitions on the NAV per Unit as at 30 June 2012, as if LMIR Trust had purchased the relevant properties on 30 June 2012, respectively, are as follows:

June 2012 June 2012 June 2012 Portfolio with June 2012 Portfolio with Portfolio with Recent Portfolio with Recent Recent Acquisitions and June 2012 Recent Acquisitions and Acquisitions and Proposed Portfolio(1) Acquisitions Pejaten Village Binjai Supermall Acquisitions NAV (S$'000) 1,215,527 1,215,527 1,215,527 1,215,527 1,215,527 Units in issue and to be issued 2,180,663,153 2,180,663,153 2,180,663,153 2,180,663,153 2,180,663,153 NAV per Unit (cents) 55.74 55.74 55.74 55.74 55.74

Note: (1) Based on the 6M2012 Unaudited Financial Statements.

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Pro forma capitalisation

June 2012 June 2012 June 2012 Portfolio with June 2012 Portfolio with Portfolio with Recent Portfolio with Recent Recent Acquisitions and June 2012 Recent Acquisitions and Acquisitions and Proposed Portfolio(1) Acquisitions Pejaten Village Binjai Supermall Acquisitions (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) Short term debt: Unsecured - - - - - Secured - - - - - Total short term debt - - - - -

Long term debt: Unsecured - 194,000 296,000 231,000 333,000 Secured 147,500 147,500 147,500 147,500 147,500 Total long term debt 147,500 341,500 443,500 378,500 480,500 Total debt 147,500 341,500 443,500 378,500 480,500 Unitholders funds 1,215,527 1,215,527 1,215,527 1,215,527 1,215,527 Total Capitalisation 1,363,027 1,557,027 1,659,027 1,594,027 1,696,027

Note: (1) Based on the 6M2012 Unaudited Financial Statements.

We make the following comments in relation to the various pro-forma financial effects displayed above:

(1) The pro forma NAV per Unit, in each instance analyzed, has not been impacted assuming completion of the Proposed Acquisitions.

(2) The pro forma distribution yields generated by LMIR Trust fall assuming completion of the Proposed Acquisitions. However, we note that the pro-forma distribution yields are within the range of distribution yield figures exhibited by a selection of comparable companies in South East Asia:

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Selected comparable companies in South East Asia Dividend yield Comparable companies (%) (1) Hektar Real Estate Investment Trust 7.22% Suntec REIT 6.12% Fortune REIT 4.93% CapitaRetail China Trust 8.20% CapitaMalls Malaysia Trust 4.83% Frasers Centrepoint Trust 5.11% CapitaMall Trust 4.65% Link Real Estate Investment Trust 3.42%

Min 3.42% Max 8.20%

Dividend yield - Based on the financial year ended 31 December 2011 5.75% - Based on the financial year ended 30 June 2012 7.37%

Note:

(1) Dividend yields as at the 19 November 2012

Source: Capital IQ

In addition to the above, we note that:

(i) the reduction in the distribution yield for the financial year ended 31 December 2011, arising from the Proposed Acquisitions, may have been lessened had the pro forma financial effects incorporated the full impact of upward rental revision by Matahari Department Store and Hypermart in respect of their Pejaten Village spaces, at the beginning of 2012.

(ii) the Binjai Supermall Purchase Consideration is payable based on the expansion and renovation program (which is expected to increase the net lettable area by more than 25% by March 2013).

(iii) the pro forma financial effects for Binjai Supermall have been calculated based on the historical financial statements of TMI, of which it does not account for space previously owned and occupied by Matahari Department Store and Hypermart. The lease from Matahari Department Store and Hypermart will only be entered into after the Binjai Supermall Acquisition has taken place.

(3) The pro forma capitalisation will increase assuming completion of the Proposed Acquisitions.

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6.4 Other relevant factors

Pejaten Village Purchase Consideration adjustment

The Pejaten Village Purchase Consideration is subject to adjustment for the consolidated net assets or net liabilities of PPP as at the completion date of the Pejaten Village Acquisition. The adjustment for the consolidated net assets or net liabilities needs to be made because LMIR Trust will be acquiring Pejaten Village indirectly by acquiring the special purpose company which indirectly hold Pejaten Village. In an acquisition of a company, it is common and fair for an adjustment mechanism to be provided so that what the purchaser is paying to the vendor takes into account the exact assets and liabilities of the company at the point when the company is transferred to the purchaser.

Deeds of Indemnity in relation to the Proposed Acquisitions

Pejaten Village Deed of Indemnity

On 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant to which Bridgewater will indemnify the Trustee against certain liabilities or damage suffered by the Trustee arising out of or in connection with the Pejaten Village SPAs, subject to certain terms and conditions (the “Pejaten Village Deed of Indemnity”). The indemnification by Bridgewater includes the following matters relating to the Pejaten Village SPAs:

(i) all and any losses which the Trustee may suffer in connection with a breach by the Pejaten Village Vendors of any of their warranties and representations in the Pejaten Village SPAs;

Binjai Supermall Deed of Indemnity

On 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant to which Bridgewater will indemnify the Trustee against certain liabilities or damage suffered by the Trustee arising out of or in connection with the Binjai Supermall SPA, subject to certain terms and conditions (the “Binjai Supermall Deed of Indemnity”). The indemnification by Bridgewater includes the following matters relating to the Binjai Supermall SPA:

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(i) all and any losses which the Trustee may suffer in connection with a breach by the Binjai Supermall Vendor of any of its warranties and representations in the Binjai Supermall SPA;

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7. EVALUATION OF THE WHITEWASH RESOLUTION

In arriving at our opinion in relation to the Whitewash Resolution, we have taken into account the following key factors:

7.1 Rationale for the Whitewash Resolution

The Manager has provided the reasons for the Whitewash Resolution, the following rationale extracted from section 6.3 of the Circular: “6.3. Rationale for the Whitewash Resolution

The Whitewash Resolution is to enable the Manager to receive the Acquisition Fee Units in its own capacity, and the rationale for allowing the Manager to do so is set out as follows.

7.2 Pricing of the Units

We have reviewed and selected completed precedent acquisition fee unit issuances announced by other real estate investment trusts listed on SGX ST from 24 Aug 2009 until the Latest Practicable Date:

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Announcement Completion Basis of acquisition Determination of the issue price of Units Acquisition Number of Issue price REIT P r o pe r t y Date Date fee as payment of the Acquisition Fee fee (S$m) units issued (S$)

28 Dec 2011 17 Feb 2012 Fortune REIT Belvedere Garden Property and 1% Based on the prevailing market price on the HK$19.0m 4,809,152 HK$3.9508 Provident Centre Property, Hong SGX-ST, being 17 Feb 2012 17 Oct 2011 14 Dec 2011 K-REIT Asia 87.51% in Ocean Financial Centre, 1% Based on 10-business days VWAP preceding the 20.1 23,534,019 0.86 Singapore completion date, being 14 Dec 2011

29 Jul 2011 23 Sep 2011 Frasers CentrePoint Bedok Point, Singapore 1% Based on the issue price per unit pursuant to the 1.3 913,669 1.39 T rust private placement carried out to fund the acquisition as announced on 15 Sept 2011 06 May 2011 30 Jun 2011 CapitaRetail China Trust New Min Zhong Le Yuan Mall, China Up to 1.5% of the Based on 10-business days VWAP preceding the 1.1 922,377 1.24 purchase price of the relevant issue date, being 18 Jul 2011 asset acquired for less than S$200.0 mil 26 Oct 2010 09 Dec 2010 Suntec REIT 33.33% interest in Marina Bay 1% Based on 10-business days VWAP preceding the 15.0 10,266,300 1.46 Financial Centre Towers 1 & 2 and relevant issue date, being 10 Dec 2010 Marina Bay Link Mall, Singapore 11 Oct 2010 15 Dec 2010 K-REIT Asia 33.33% interest in Marina Bay 1% Based on 10-business days VWAP preceding the 14.3 10,088,383(1) 1.41 Financial Centre Towers 1 & 2 and completion date, being 15 Dec 2010 Marina Bay Link Mall, Singapore 18 Nov 2009 28 Jun 2010 Starhill Global REIT Starhill Gallery and Lot 10, Malaysia 1% Based on 10-business days VWAP preceding the 4.4 7,909,654 0.56 relevant issue date, being 12 July 2010

09 Feb 2010 01 Jul 2010 CapitaMall Trust Clarke Quay, Singapore 1% Not available 2.7 1,432,312 1.87

22 Oct 2007 and 7 05 Feb 2010 Frasers CentrePoint Northpoint 2 and Yew Tee Point, 1% Based on the issue price per unit pursuant to the 2.9 2,181,954 1.33 Jan 2010 T rust Singapore private placement carried out to fund the acquisition as announced on 27 Jan 2010 24 Aug 2009 15 Oct 2009 Fortune REIT Metro Town, Caribbean Bazaar and 1% Based on the higher of (i) theoretical ex-rights HK$20.4 m 6,371,875 HK$3.20 Hampton Loft, Hong Kong price of $3.20 (ii) rights issue price of HK$2.29

Lippo Malls Indonesia Pejaten Village and Binjai Based on the 10-business day VWAP 23 Oct 2012 1% 1 . 3 TB D (2) TB D (2) Retail Trust Supermall, Indonesia preceding the Proposed Completion Notes:

(1) Concurrent with the acquisition of 33.33% interest in Marina Bay Financial Centre Towers 1 & 2 and Marina Bay Link Mall (“MBFC”), K-REIT Asia simultaneously divested Keppel Towers and GE Towers. The total number of units issued for the aforementioned transaction was 12,114,120 units. The number of units issued for the payment of acquisition fee for MBFC, being 10,088,383, was calculated based on 1% of the purchase consideration of S$1,426.8 million divided by the issue price of S$1.4143 per unit. (2) As at the Latest Practicable Date the number of Units issued and the issue price is still to be determined (“TBD”) as the computation of the issue price is based on the 10-business days VWAP preceding the Proposed Completion.

Source: Respective REITS’ announcements and transaction circulars obtained from SGX website

The Independent Directors should note that certain circumstances and terms relating to the selected completed precedent acquisition fee unit issuances are unique and might not be identical to the issuances made in respect of the Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee, and may be dependent on the market sentiments prevailing at the time of such issuances.

The selected companies which had carried out the selected completed precedent acquisition fee unit issuances might be different from LMIR Trust in terms of composition of business activities, scale of operations, risk profile, geographical spread of activities, track record, future prospects and other relevant criteria. In addition, the list of selected completed precedent acquisition fee unit issuances is by no means exhaustive and information relating to the selected companies was compiled from publicly available information.

The Independent Directors should note that the above comparison merely is for illustrative purposes and serves as a general guide only.

We observe from the above that the selected completed precedent issues were undertaken pursuant to an identical, or at least like, pricing formula.

In addition to the above, we note Listing Rule 811(1) of the Listing Manual, which allows companies to issue shares at up to a 10% discount to the weighted average price for trades done on the Exchange for the full market day on which the placement or subscription agreement is signed.

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We note that the pricing of the Pluit Village Acquisition Fee Units will be at S$0.425 per Unit, this being in accordance with the approval given by Unitholders at the time of the acquisition of Pluit Village. We note that, as disclosed in the circular to Unitholders dated 3 October 2011, Clause 15.2.1(i) of the Trust Deed permitted the Manager to receive the Pluit Village Acquisition Fee Units at a lower price of S$0.31 per Unit.

7.3 Potential dilution arising from the Acquisition Fee Units issuance

The maximum possible increase in the unitholdings of the Manager would occur in the scenario where the Manager elects to receive its full entitlement to the acquisition fees in relation to the Pluit Village Acquisition and the Proposed Acquisitions in Units, without breaching the “public” float requirement set out in Rule 723 of the Listing Manual, being an aggregate of 8,620,760 Units, the aggregated unitholding of the Sponsor and parties acting in concert with it immediately after the issue of the Pluit Village Acquisition Fee Units, the Pejaten Village Acquisition Fee Units and the Binjai Supermall Acquisition Fee Units to the Manager will be 30.23%.

The following table sets out the respective unitholdings of the Sponsor and parties acting in concert with it if the Manager receives the Acquisition Fee Units.

Unitholdings of the Sponsor and parties acting in concert with it

Before the issue of the Immediately after the issue of the Acquisition Fee Units Acquisition Fee Units

Issued Units 2,183,818,115 2,191,938,875

Number of Units held by the 654,414,003 662,534,763 Sponsor and parties acting in concert with it

Number of Units held by 1,529,404,112 1,529,404,112 Unitholders, other than the Sponsor and parties acting in concert with it

% of issued Units held by the 29.97% 30.23% Sponsor and parties acting in concert with it

% of Issued Units held by 70.03% 69.77% Unitholders, other than the Sponsor and parties acting in concert with it

Notes: (1) As disclosed in the circular to Unitholders dated 3 October 2011, while clause 15.2.1(i) of the Trust Deed allows the Manager to receive the Pluit Village Acquisition Fee Units at an issue price of S$0.31 per Unit, the Manager has elected to receive the Pluit Village Acquisitio Fee Units at the issue price of S$0.425 per Unit instead. As the Pluit Village Acquisition Fee Units were not issued to the Manager within three months of the extraordinary general meeting held on 20 October 2010, the approval granted by the Independent Unitholders on 20 October 2011 would have to be refreshed in order for the Manager to receive the Pluit Village Acquisition Fee Units.

(2) The number of Acquisition Fee Units is calculated based on the assumption that (i) the Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee payable to the Manager in Units would be issued at an issue price of S$0.4795 per Unit and (ii) the Pluit Village Acquisition Fee payable to the Manager in Units would be issued at an issue price of S$0.425 per Unit. Please see paragraph 4.3 in the Circular for further details.

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The Independent Directors should note that in the event that the Whitewash Resolution is passed, the Sponsor and parties acting in concert with it may increase their unitholdings in LMIR Trust in accordance with the table shown.

7.4 Nature of the Acquisition Fee Units

We note that pursuant to Clause 15.2.1 of the trust deed constituting the LMIR Trust (as amended), the Manager has an entitlement to the Acquisition Fee.

Whilst the Manager may typically elect to receive the Acquisition Fee in the form of cash and/or Units, the Manager is required under paragraph 5.6 of the Property Funds Appendix to receive the Acquisition Fee in Units, as a result of it being payable in respect of acquisitions from interested parties.

We note that without the Whitewash Resolution, the Manager will not be able to receive the Acquisition Fees that it is entitled to. A failure to pass the Whitewash Resolution may disincentivise the Manager from actively sourcing for and pursuing acquisition opportunities from Interested Parties, even if such acquisitions may be beneficial to Unitholders.

7.5 Moratorium on sale of Acquisition Fee Units

In accordance with paragraph 5.6 of the Property Funds Appendix which applies to Interested Party Transactions, the Units to be issued as payment of the Pejaten Village Acquisition Fee and the Binjai Supermall Acquisition Fee are not to be sold within one year from their date of issuance.

8. OUR OPINIONS

Having carefully considered the information available to us and our analysis set out above, and based upon the monetary, industry, market, economic and other relevant conditions subsisting on the Latest Practicable Date, we are of the opinion that:

x In accordance with Chapter 9 of the Listing Manual, the Pejaten Village Acquisition is on normal commercial terms and is not prejudicial to LMIR Trust and the minority Unitholders.

x In accordance with Paragraph 5 of the Property Funds Appendix, the Pejaten Village Acquisition is on normal commercial terms and is not prejudicial to the minority Unitholders.

x In accordance with Chapter 9 of the Listing Manual, the Binjai Supermall Acquisition is on normal commercial terms and is not prejudicial to LMIR Trust and the minority Unitholders.

x In accordance with Paragraph 5 of the Property Funds Appendix, the Binjai Supermall Acquisition is on normal commercial terms and is not prejudicial to the minority Unitholders.

x The Whitewash Resolution is on normal commercial terms and is not prejudicial to LMIR Trust and the minority Unitholders.

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This opinion is addressed to: x The Independent Directors and the Trustee for their use and benefit, in connection with and for the purpose of their consideration of the Pejaten Village Acquisition. x The Independent Directors and the Trustee for their use and benefit, in connection with and for the purpose of their consideration of the Binjai Supermall Acquisition. x The Independent Directors for their use and benefit, in connection with and for the purpose of their consideration of the Whitewash Resolution.

The recommendations to be made by the Independent Directors to the Unitholders shall remain their responsibility.

A copy of this letter may be reproduced in the Circular.

This opinion is governed by, and construed in accordance with, the laws of Singapore, and is strictly limited to the matters stated herein and does not apply by implication to any other matter.

Your faithfully for and on behalf of KPMG Corporate Finance Pte Ltd

Vishal Sharma Jeremy Bogue Executive Director Associate Director

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APPENDIX B

INFORMATION ABOUT THE ENLARGED PORTFOLIO

1. PROPOSED ACQUISITIONS

1.1 Pejaten Village

1.1.1 Description of Pejaten Village

Pejaten Village is a six-level retail mall (including one basement level) built in 2009, with a gross floor area (“GFA”) of 91,749 sq m and NLA of about 41,847 square m. The retail mall is located within a strategic area in the heart of South Jakarta and bears the postal address of Jalan Warung Jati Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta Province, Indonesia.

Pejaten Village is surrounded by commercial developments such as medium-rise office buildings, shop houses and hotels. This location is within proximity to the Kemang area, which is a popular residential area for the expatriates in Jakarta.

Anchored by Matahari Department Store and Hypermart, the 146 tenants provide shoppers with a diverse and comprehensive tenant mix. Pejaten Village offers both destination and convenience shopping, and is supported by its central location, which is easily accessible by cars and public transport. The specialty tenants of Pejaten Village include well known international and domestic retailers and brand names such as J.CO Donuts & Coffee, Fitness First, Body Shop, Domino’s Pizza and many others.

The table below sets out a summary of selected information on Pejaten Village (as at 30 June 2012 unless otherwise stated).

Address/Location Jalan Warung Jati Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta Province, Indonesia Title details 1. SHGB No. 742/Pejaten for a parcel of land with an area of 15,234 sq m;

2. SHGB No. 1223/Pejaten for a parcel of land with an area of 708 sq m; and

3. SHGB No. 1224/Pejaten for a parcel of land with an area of 2,720 sq m. Description/Existing Use A six-level retail mall including one basement level Parking bays 851 car lots, 550 motorcycle lots Validity period of land titles SHGB No. 742/Pejaten: until 3 November 2027

SHGB No. 1223/Pejaten: until 10 March 2022

SHGB No. 1224/Pejaten: until 10 March 2022

Each HGB title may be extendable for 20 years Year of completion 2009 of building

B-1 Occupancy rate (as at 96.3% 30 September 2012) Average gross rent(1) Rp.151,000 psm per month Number of tenants (as at 30 147 September 2012) GFA (sq m) 91,749 NLA (sq m) 41,847 as at 30 June 2012 Gross revenue for 6M2012 Rp.47.3 billion(2) Net property income for Rp.35.0 billion(3) 6M2012 Encumbrances Nil Valuation by KJPP WR(4) Rp.870.15 billion Valuation by KJPP RHP(5) Rp.841.00 billion Restriction in interest(6) Nil

(3) Excludes depreciation of investment property for Pejaten Village.

(4) Based on KJPP WR’s valuation report dated 30 June 2012.

(5) Based on KJPP RHP’s valuation report dated 30 June 2012.

(6) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers and rights of a registered proprietor to deal with the land including restriction on the right to transfer, charge and/or encumber the land and/or the building.

1.2 Binjai Supermall

1.2.1 Description of Binjai Supermall

Binjai Supermall is prominently located along the main road which connects the Binjai and Medan city, and bears the postal address Jalan Soekarno Hatta No. 14, Timbang langkat Sub District, East Binjai District, Binjai City, North Sumatra, Indonesia. The retail mall is positioned as a lifestyle mall for the middle to upper middle income segments of the retail market. Binjai Supermall targets a wide range of customers, including families, business professionals as well as teenagers.

The tenants of Binjai Supermall include well known domestic and International retailers and brand names such as Matahari Department Store, Gramedia, Hypermart, Texas Chicken and Dunkin Donuts.

B-2 The table below sets out a summary of selected information on Binjai Supermall (as at 30 June 2012 unless otherwise stated).

Address/Location Jalan Soekarno Hatta No.14, Timbang Langkat Sub District, East Binjai District, Binjai City, North Sumatra Province, Indonesia Title details SHGB No. 93 with an area of 13,267 sq m Description/Existing Use A three-level retail mall Parking bays 591 car lots and 850 motorcycle lots Validity period of land titles Until 2 September 2016, and may be extendable for 20 years Year of completion 2007 of building Occupancy rate (as at 30 91.2% September 2012) Average gross rent(1) Rp.83,000 psm per month Number of tenants (as at 30 83 September 2012) GFA (sq m) 37,332 NLA (sq m) (as at 30 June 17,787 2012) Gross revenue for the Rp.12.6 billion(2) 6M2012 Net property income for Rp.4.4 billion(3) 6M2012 Encumbrances Nil Valuation by KJPP WR(4) Rp.253.90 billion Valuation by KJPP RHP(5) Rp.247.00 billion Restriction in interest(6) Nil

Notes:

(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.

(2) Comprises gross rental income, car park income and other income pertaining to Binjai Supermall including service charge. (3) Excludes depreciation of investment property for Binjai Supermall. (4) Based on KJPP WR’s valuation report dated 30 June 2012. (5) Based on KJPP RHP’s valuation report dated 30 June 2012. (6) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers and rights of a registered proprietor to deal with the land including restriction on the right to transfer, charge and/or encumber the land and/or building.

B-3 2. RECENT ACQUISITIONS

LMIR Trust had recently completed the Recent Acquisitions, being the acquisitions of Palembang Square, Palembang Square Extension, Tamini Square and KJI. For the avoidance of doubt, the Recent Acquisitions do not constitute Interested Person Transactions under Chapter 9 of the Listing Manual, and the Manager is of the view that these acquisitions are made in the ordinary course of LMIR Trust’s business.

2.1 Palembang Square

2.1.1 Description of Palembang Square

Palembang Square is a four-level retail mall located in Palembang, South Sumatra, Indonesia, bearing the postal address Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatera Province.

Palembang Square is part of a mixed-use development consisting of a hotel, a proposed hospital and Palembang Square Extension and has an NLA (after the completion of a refurbishment and repositioning exercise) of 31,448 sq m.

Its anchor tenants is well complemented by international and local specialty tenants which include restaurants, fashion labels, a cinema, bookstores, a video game centre and home furnishing store.

The mall is currently undergoing an expansion and renovation program which is expected to increase its NLA by more than 30%. The new expanded area will house a cinema and is also intended to include a karaoke and a game centre.

The table below sets out a summary of selected information on Palembang Square (as at 30 June 2012 unless otherwise stated).

Address/Location Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatera Province, Indonesia Title details Consist of 389 strata title certificates Description/Existing Use A four-level retail mall Parking bays 573 car lots and 1,488 motorcycle lots Validity period of HGB title Until 2 September 2039 Year of completion 2004 of building Occupancy rate 96.2% (as at 30 September 2012) Average gross rent(1) Rp.88,000 psm per month Number of tenants 115 (as at 30 September 2012) GFA (sq m) 44,850 NLA (sq m) 23,665

B-4 Gross revenue for 6M2012 Rp.23.6 billion(2) Net property income for Rp.16.4 billion(3) 6M2012 Encumbrances Nil Valuation by KJPP RHP(4) Rp.583.00 billion Restriction in interest(5) Nil

Notes: (1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012. (2) Comprises gross rental income, car park income and other income pertaining to Palembang Square including service charge. (3) Excludes depreciation of investment property for Palembang Square. (4) Based on KJPP RHP’s valuation report dated 30 June 2012. (5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers and rights of a registered proprietor to deal with the land including restriction on the right to transfer, charge and/or encumber the land and/or building.

2.2 Palembang Square Extension

2.2.1 Description of Palembang Square Extension

Palembang Square Extension is a two-level retail mall (including one underground level) with a bridge, and with a parking area with 250 car lots and 800 motorcycles lots.

The mall is located in Palembang, South Sumatra, Indonesia, bearing the postal address Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatera Province. Palembang Square Extension is part of a mixed-use development consisting of a hotel, a proposed hospital and an existing mall with an NLA of 17,326 sq m. Palembang Square Extension is directly connected to Palembang Square and the proposed hospital via a bridge.

The underlying BOT Land, on which Palembang Square Extension is constructed, is represented by Right to Use (Hak Pakai) No. 419/Lorok Pakjo, registered under the name of Government of South Sumatera Province (which currently is in the process of being converted into Right to Manage). The BOT Grantor is currently in the process of applying for the Right to Manage (Hak Pengelolaan) in relation to an additional area of 7,055 sq m.

B-5 The table below sets out a summary of selected information on Palembang Square Extension (as at 30 June 2012 unless otherwise stated).

Address/Location Jalan Angkatan 45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatera Province, Indonesia Title details Right to Use (Hak Pakai) No. 419/Lorok Pakjo under the name of Provincial Government of South Sumatera (which currently is in the process of being converted into Right to Manage (Hak Pengelolaan)1 Description/Existing Use A two-level retail mall (including one underground level) with a bridge Parking bays 250 car lots and 800 motorcycle lots Validity period of the BOT Until 25 January 2041 Agreement Year of completion 2012 of building Occupancy rate (as at 30 90.6% September 2012) Average gross rent(1) Rp.188,000 psm per month Number of tenants (as at 30 35 September 2012) GFA (sq m) 45,886 NLA (sq m) 17,326 Gross revenue for the Rp.5.7 billion(2) 6M2012 Net property income for Rp.2.5 billion(3) 6M2012 Encumbrances Nil Valuation by KJPP RHP (4) Rp.232 billion Restriction in interest(5) Approval from the Government of South Sumatera Province

Notes: (1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012. (2) Comprises gross rental income, car park income and other income pertaining to Palembang Square Extension including service charge. (3) Excludes depreciation of investment property for Palembang Square Extension. (4) Based on KJPP RHP’s valuation report dated 30 June 2012. (5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers and rights of a registered proprietor to deal with the land including restriction on the right to transfer, charge and/or encumber the land and/or building.

1 Based on the BOT Agreement, the BOT Grantor has granted the BOT Grantee a right to develop and manage land with an area over 23,285 sq m. The total area of the Right to Use (Hak Pakai) No. 419/Lorok Pakjo which is currently in the process of being converted into Right to Manage (Hak Pengelolaan) in the name of the BOT Grantor is 16,256 sq m. In addition, based on information from the BOT Grantee, the BOT Grantor is currently in the process of applying for the Right to Manage (Hak Pengelolaan) in relation to an additional area of 7,055 sq m. In such occurrence, the total area for the Right to Manage (Hak Pengelolaan) that will be owned by the BOT Grantor is 23,311 sq m.

B-6 2.3 Tamini Square

2.3.1 Description of Tamini Square

Tamini Square is a seven-level (including two basement levels) strata titled retail mall located in the city of Jakarta, Indonesia, bearing the postal address Jalan Raya Taman Mini Pintu 1 No. 15, Pinang Ranti Sub District, Makasar District, East Jakarta Region, DKI Jakarta Province).

The retail mall is located within close proximity to one of Jakarta’s popular tourist destinations Taman Mini Indonesia Indah, which is a culture-based recreational attraction in east Jakarta and draws large shopping and dining traffic daily.

LMIR Trust has acquired 37 strata title units (Hak Milik Atas Satuan Rumah Susun) in Tamini Square aggregating a total NLA of 17,475 sq m (representing 44% of the total NLA of Tamini Square). The units are currently fully occupied by anchor tenant such as Carrefour, Pizza Hut and other well known specialty tenants in the F&B sector.

The strata title units are built on a plot of land with a HGB title with an expiry date of 28 April 2025.

The table below sets out a summary of selected information on Tamini Square (as at 30 June 2012 unless otherwise stated).

Address/Location Jalan Raya Taman Mini Pintu 1 No. 15, Pinang Ranti Sub District, Makasar District, East Jakarta Region, DKI Jakarta Province, Indonesia Title details Consist of 37 strata title certificates Description/Existing Use A seven-level retail mall including two basement levels Parking bays 902 car lots and 992 motorcycle lots Validity period of HGB titles Until 26 September 2015, and may be extendable for 20 years Year of completion 2006 of building Occupancy rate 100% (as at 30 September 2012) Average gross rent(1) Rp.72,500 psm per month Number of tenants 13 (as at 30 September 2012) GFA (sq m) 18,963 NLA (sq m) 17,475 Gross revenue for the Rp.10.5 billion(2) 6M2012 Net property income for Rp.8.8 billion(3) 6M2012 Encumbrances Nil Valuation by KJPP RHP(4) Rp.235.00 billion Restriction in interest(5) Nil

B-7 Notes:

(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.

(2) Comprises gross rental income, car park income and other income pertaining to Tamini Square including service charge.

(3) Excludes depreciation of investment property for Tamini Square.

(4) Based on KJPP RHP’s valuation report dated 30 June 2012.

(5) Restriction in interest is a limitation imposed by any state authority in Indonesia on the powers and rights of a registered proprietor to deal with the land including restriction on the right to transfer, charge and/or encumber the land and/or building.

2.4 KJI

2.4.1 Description of KJI

KJI is a five-level (including one basement level) retail mall located in the city of Jakarta, Indonesia, bearing the postal address Jalan Raya Bogor Km 19, Kramat Jati Sub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province. KJI has an NLA of 32,540 sq m, and a favourite destination for shopping and dining for the local population in East Jakarta.

KJI is situated 2.5 km south of Jakarta’s Jagorawi toll road and is easily accessible from the main road. Hence, the mall has good accessibility to passing traffic. KJI’s notable developments in the close vicinity includes Taman Mini Indonesia Indah which is a culture-based recreational area in East Jakarta and Halim Perdanakusuma Airport.

Completed in 1996, KJI had undergone refurbishment works in 2004 and as well as recently this year in 2012.

The table below sets out a summary of selected information on KJI (as at 30 June 2012 unless otherwise stated).

Address/Location Jalan Raya Bogor Km 19, Kramat Jati Sub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province, Indonesia Title details 1. SHGB No. 15/Kramat Jati;

2. SHGB No. 24/Kramat Jati; and

3. SHGB No. 42/Kramat Jati. Description/Existing Use A five-level retail mall including one basement level Parking bays 716 car lots and 718 motorcycle lots Validity period of land SHGB No. 15//Kramat Jati: until 24 October 2024 titles SHGB No. 24/Kramat Jati: until 17 May 2027

SHGB No. 42/Kramat Jati: until 2 November 2031

Each HGB title may be extendable for 20 years Year of completion 1996 of building

B-8 Occupancy rate (as at 30 50.3% September 2012) Average gross rent(1) Rp.33,000 psm per month Number of tenants (as at 38 30 September 2012) GFA (sq m) 65,511 NLA (sq m) 32,540 Gross revenue for the Rp.28.2 billion(2) 6M2012 Net property income for Rp.18.9 billion(3) 6M2012 Encumbrances Nil Valuation by KJPP RHP(4) Rp.552 billion Restriction in interest(5) Nil

Notes:

(1) This is computed by taking the average of the gross rent (excluding service charge) for 6M2012.

(2) Comprises gross rental income, car park income and other income pertaining to KJI including service charge.

(3) Excludes depreciation of investment property for KJI.

(4) Based on KJPP RHP’s valuation report dated 30 June 2012.

2.4.2 Rental Guarantee in respect of KJI

KJI had undergone an asset enhancement initiative (“AEI”), with a substantial part of the works having been completed in 3Q2012.

As at June 2012, the occupancy rate at KJI was approximately 51%. As a large part of the AEI has now been completed, the mall operations are expected to improve and occupancy is projected to increase upon stabilisation of the mall. In the interim, the KJI Vendor has provided a rental guarantee to LMIR Trust in respect of KJI pursuant to a deed of rental guarantee (the “KJI Deed of Rental Guarantee”), which is for the amount of Rp.10.75 billion (S$1.4 million) per quarter (“Guaranteed Sum”) for FY2013 and FY2014 (which will be partially backed by a banker’s guarantee for the amount of Rp.15.00 billion (S$1.9 million).

The KJI Deed of Rental Guarantee is a rental revenue guarantee and is intended to insulate LMIR Trust due to the recently completed AEI, as well as to insulate LMIR Trust from unforeseen changes or disruptions in the business conditions of KJI or the Indonesia retail market. Under the terms of the KJI Deed of Rental Guarantee, the KJI Vendor, being the guarantor, will make good any shortfall between the actual rent achieved by KJI and the agreed rental guarantee amount for each of the respective quarters during FY2013 and FY2014.

The board of directors of the Manager is of the view that the KJI Deed of Rental Guarantee is in the interest of LMIR Trust as it offers protection to LMIR Trust in the event that the gross rental revenue in respect of KJI for the relevant quarter falls below the guaranteed amount for the term of the KJI Deed of Rental Guarantee.

B-9 3. THE SEPTEMBER 2012 PORTFOLIO

The September 2012 Portfolio comprises Gajah Mada Plaza, Cibubur Junction, Plaza Semanggi, Mal Lippo Cikarang, Ekalokasari Plaza, Bandung Indah Plaza, Istana Plaza, Sun Plaza, Pluit Village and Plaza Medan Fair (collectively, the“Retail Malls”), as well as Mall WTC Matahari Units, Metropolis Town Square Units, Depok Town Square Units, Java Supermall Units, Malang Town Square Units, Plaza Madiun and Grand Palladium Medan Units (collectively, the “Retail Spaces”).

3.1 Description of the September 2012 Portfolio

The table below sets out the lease expiry profile by NLA in the September 2012 Portfolio as at 30 September 2012.

Lease Expiry Profile(1) by NLA as at 30 September 2012

2012 2013 2014 2015 2016 and beyond The Retail Malls 3% 12% 14% 15% 30% The Retail Spaces 0% 0% 0% 0% 17%

Note:

(1) The lease expiry profile is based on the percentage of actual running leases (which exclude the vacant spaces, temporary leases and the letters of intent signed) expiring per year out of the total leasable area which amount to 546,776 sq m as at 30 September 2012.

Descriptions of each of the properties in the September 2012 Portfolio are set out below:

RETAIL MALLS

(1) Gajah Mada Plaza

Gajah Mada Plaza, aggregating a total NLA of 35,193 sq m as at 30 September 2012, is a seven storey with one basement level shopping centre and parking lots comprising 885 car lots and 900 motorcycle lots. The mall is located prominently 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 197 tenancies in the mall provide a diverse and complementary tenant mix anchored by Hypermart. The mall’s strong leisure and entertainment component, which includes a cinema, restaurants, family karaoke outlets, a discotheque, video game centres, a fitness centre and a swimming pool, all of which adds to the overall attractiveness of Gajah Mada Plaza.

Gajah Mada Plaza has 202 retail tenants, based on all current leases in respect of the Properties as at 30 September 2012 (“Current Leases”). The tenant profile of the mall comprises a diverse set of tenants from a wide variety of trade sectors. The mall is anchored by Hypermart, which occupies 14.9% of the mall’s NLA as at 30 September 2012. The other prominent tenants include Millenium International Executive Club, which operates as a restaurant during the day and as a discotheque late at night, J-Co Donuts, Kentucky Fried Chicken, Pizza Hut and Inul Vista Karaoke.

B-10 The mall has a good tenancy mix which caters to the daily needs of its customers. It is also well known for its specialty stores providing products and services such as pets’ shops, jewellery, information technology products, dining and entertainment.

Occupancy in this mall remained strong at 98.6% as at 30 September 2012.

(2) Mal Lippo Cikarang

Mal Lippo Cikarang, aggregating a total NLA of 30,204 sq m as at 30 September 2012, is a two-level retail mall with parking lots comprising 477 car lots and 935 motorcycle lots located within the Lippo Cikarang estate. The estate is approximately 40 km 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 centre in the estate and has limited competition within an approximately 10-km radius. The mall is anchored by Matahari Department Store and Hypermart, and complemented by mini anchors such as a cinema, a bookshop, a video game centre, restaurants and dining outlets.

As at 30 September 2012, Mal Lippo Cikarang has 155 retail tenants based on Current Leases. The mall is anchored by Matahari Department Store, Hypermart, which collectively occupy 48.1% of the mall’s NLA as at 30 September 2012, and is well complemented by a diverse set of specialty tenants from a wide variety of trade sectors. The prominent specialty tenants include Timezone, Kentucky Fried Chicken, Wendy’s Restaurant, Pizza Hut, The Executive, Dunkin Donuts and Johnny Andrean Salon.

The mall has achieved an occupancy rate of 100.0% as at 30 September 2012.

(3) Cibubur Junction

Cibubur Junction, aggregating a total NLA of 34,078 sq m as at 30 September 2012, is a five storey retail mall with one basement level and partial roof top level with 636 car lots and 500 motorcycle lots. The mall is located strategically in the middle of Cibubur which is one of the most affluent and upmarket residential areas in Jakarta. The mall is situated five km south of Jakarta’s Jagorawi toll road and is easily accessible and visible from the main road.

Its anchor tenants, Hypermart and Matahari Department Store are well complemented by international and local specialty tenants which include restaurants, fashion labels, a cinema, bookstores, a video game centre and a fitness centre.

As at 30 September 2012, Cibubur Junction has 210 retail tenants based on Current Leases. 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, Charles & Keith, Guardian, Planet Surf, Starbucks Coffee and Pizza Hut.

The lower ground floor is anchored by Hypermart, which accounts for 25.9% of the NLA as at 30 September 2012. The ground floor predominantly comprises retailers selling branded fashion and accessories, and quality F&B retailers. The lower ground floor and the ground floor are also used for exhibition and temporary leasing.

The upper ground and first floor are anchored by the Matahari Department Store, which is expanding to the second floor. The expanded Matahari Department Store accounts for 16.2% of the NLA as at 30 September 2012. The upper ground and first floor

B-11 comprise a mix of specialty retailers in trade sectors such as fashion, children’s wear, accessories and beauty. A large Sports Warehouse store is on the first floor while Karisma Bookstore is on the upper ground.

The tenant mix on the second floor focuses on entertainment and lifestyle. This floor includes the expanded Matahari Department Store, Timezone, Fitness First and Studio 21 Cinema. There are also a large number of small tenancies such as electronics and handphone retailers. The top level comprises Fitness First and Studio 21 Cinema (which has four screens).

An AEI was undertaken at the second level of Cibubur Junction in 2009. Reconfiguration was carried out to create 1,376 sq m of lettable space from the existing 1,035 sq m, thus offering a single corridor layout. The reconfiguration cost was Rp.1.8 billion but the annual rental was projected at Rp.1.6 billion.

(4) Plaza Semanggi

The Plaza Semanggi, aggregating a total NLA of 63,652 sq m as at 30 September 2012, is a modern shopping centre comprising seven storey and two basement levels shopping centre and 13 levels of office floors, with parking lots comprising 1,090 car lots and 800 motorcycle lots. The Plaza Semanggi is strategically located in the heart of Jakarta’s central business district (“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 centre is situated among many commercial buildings and adjacent to Atmajaya University, one of Jakarta’s most prominent universities.

Anchored by Centro Department Store and Giant Hypermarket, the 429 tenants provide all categories of shoppers with a diverse and comprehensive tenant mix. 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.

As at 30 September 2012, The Plaza Semanggi had 429 retail tenants based on Current Leases. The mall is anchored by the only Centro Department Store located in Jakarta. This Centro Department Store occupies three levels, namely the upper ground floor, level one and level two, with Fitness First also occupying space across levels one and two.

The lower ground floor is occupied by Giant Hypermarket. The ground floor includes a significant number of retailers selling F&B, retail services, gifts, and health and beauty products.

The upper ground floor contains a number of international fashion retailers to complement the department store and to cater for middle to upper middle income visitors. High profile tenants on the upper ground level include Planet Surf, Giordano, and Adidas, Da Vinci jewellery, Starbucks, Bread Talk and a number of optical retailers.

The first floor mainly comprises fashion retailers selling accessories and shoes. The second level focuses on mobile phones, electronics and computers. The third level is dominated by household wares and furniture retailers. Duck King, a popular local restaurant, is also on the third level. Level 3A houses a traditional food court with small hawker style retailers and a restaurant precinct. The cinema complex is located on the fifth level.

An AEI was undertaken in 2009 to create 975 sq m of specialty space from space previously occupied by an anchor tenant who had downsized its tenancy area. The former rental rate was about Rp.65,000 per sq m per month and the new rents are Rp.128,000 per sq m per month. As at 30 September 2012, 96.6% of the space is occupied by tenants.

B-12 (5) Ekalokasari Plaza

Ekalokasari Plaza, aggregating a total NLA of 25,469 sq m as at 30 September 2012, is a six storey with three basement levels retail mall and has parking lots comprising 357 car lots and 283 motorcycle lots. The mall is located approximately two km south east of the Bogor City Centre on a major road, Jalan Siliwangi, and approximately 3.5 km south or five minutes drive from the Bogor exit of the Jagorawi toll road which connects Jakarta to Bogor. Bogor is approximately 50 km south of Jakarta. Ekalokasari Plaza is positioned as the retail mall of convenience and choice for its population catchment and provides a comprehensive retail mix anchored by Matahari Department Store, Foodmart supermarket, two large bookstores and a concentration of fashion labels and outlets.

As at 30 September 2012, Ekalokasari Plaza has 142 retail tenants based on Current Leases. The tenant profile of the mall comprises a diverse set of tenants. There are 133 specialty stores to cater to family shoppers, with products and services ranging from fashion to music. The mall is anchored by Matahari Department Store and Foodmart supermarket which account for 39.3% of NLA. The anchor tenants, together with the Timezone amusement centre, occupy the lower ground to the second floor. The other prominent tenants include Breadtalk, Gramedia bookstore, J-Co Donut, Giordano, Botanical Food Court, Kentucky Fried Chicken and Popeye restaurant.

As at 30 September 2012, the occupancy rate of the mall was 92.7% of the total existing NLA of 25,469 sq m.

(6) Bandung Indah Plaza

Bandung Indah Plaza, aggregating a total NLA of 30,158 sq m as at 30 September 2012, is a four storey with three basement levels retail mall with parking lots comprising 653 car lots and 750 motorcycle lots. It is located strategically in the heart of the CBD of Bandung, the fourth most populous city in Indonesia. The retail mall 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 Hyatt Regency Hotel, one of the leading five-star hotels in Bandung. Bandung Indah Plaza is anchored by Matahari Department Store, Hypermart, a bookstore, a cinema and supported by a list of international and local tenants.

As at 30 September 2012, Bandung Indah Plaza has 232 retail tenants based on Current Leases. 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.

The ground floor of the mall is anchored by Hypermart, which accounts for 14.9% of total NLA. This level also includes F&B outlets such as McDonald’s and Starbucks, and fashion and accessories retailers such as Quicksilver and Giordano.

The first level of the mall is anchored by Matahari Department Store, which accounts for 19.2% of total NLA. Youth fashion retailers such as City Surf and Levis are also well represented. The second level of the mall is anchored by Matahari Department Store and Toko Gunung Agung bookstore. Lifestyle retailers include Extreme Store and MG Music. The third level of the mall comprises Studio 21 Cinema (which has six screens), Timezone and a new food court.

Rp.2.2 billion was invested during 2009 to convert the former Yogya Supermarket that occupied 1,600 sq m into specialty units. Rentals were raised from Rp.71,500 to Rp.162,000 per sq m per month after the space was reconfigured. The return on investment for this AEI was above 40% after accounting for loss of rental income during construction. All of the new space is fully occupied.

B-13 Another AEI was undertaken at the ex-management office space together with four specialty units that were converted into 794 sq m of lettable space and leased to a fitness centre operator in October 2009. The rental secured was Rp.80,000 per sq m per month for a term of three years. The annual rental income is Rp.585.0 million.

As at 30 September 2012, the average monthly rental rate of specialty stores is Rp.304,000 per sq m per month.

(7) Istana Plaza

Istana Plaza, aggregating a total NLA of 26,893 sq m as at 30 September 2012, is a four storey with two basement levels retail mall with parking lots comprising 400 car lots and 500 motorcycle lots. It is located strategically in the heart of the CBD of Bandung, the fourth most populous city in Indonesia.

Situated at the junction between two busy roads of Jalan Pasir Kaliki and Jalan Pajajaran, it is easily accessible by car and public transport. Anchored by Hero Supermarket, the 198 tenancies in Istana Plaza provide one-stop shopping experience for the middle to upper income residents within its population catchment. Istana Plaza’s many popular international fashion labels have also helped to attract the young and trendy shopper base.

As at 30 September 2012, Istana Plaza has 220 retail tenants based on Current Leases. 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 17.6% of the mall’s total NLA. In addition, it is the only mall in its catchment area with a Nokia Professional Centre and a Hewlett-Packard Centre.

The old ice skating rink was removed to make way for 684 sq m of retail space. The existing food court was also extended to house more operators and seating capacity. The new rentals were Rp.215,000 per sq m per month compared to Rp.61,000 per sq m per month for the old ice skating rink.

As at 30 September 2012, the mall enjoys an occupancy rate of 99.7%.

(8) Sun Plaza

Sun Plaza, aggregating a total NLA of 63,817 sq m as at 30 September 2012, is the biggest up-market shopping centre in Medan, the capital of North Sumatra Province and the third most populous city in Indonesia. The mall is located amidst Medan commercial district with prominent landmarks such as the governor’s office, foreign embassies and major banks are located within the vicinity. Anchored by Sogo Department Store and Hypermart, it is also home to 411 exclusive tenants including international brands such as Breadtalk, Starbucks, Pizza Hut, Sushi Tei, Mango and Body Shop. The Property has a committed occupancy of 99.6% as at 30 September 2012. Sun Plaza provides all classes of shoppers in Medan with a one-stop shopping, dining and entertainment destination.

(9) Pluit Village

Pluit Village, aggregating a total NLA of 87,213 sq m as at 30 September 2012, is a five-level retail mall located in North Jakarta with parking lots comprising 1,581 car lots and 1,860 motorcycle lots. It is located in close proximity and surrounded by affluent residential estates and apartments with a Chinese ethnic majority. As at 30 September 2012, there are 225 tenants in Pluit Village, including well known international and domestic retailers and brand names such as Matahari Department Store, Gramedia Bookstore, J.Co Donut, Body Shop, Best Denki and FJ Square. Completed in 1996, Pluit Village had undergone refurbishment works which was completed in September 2009.

B-14 (10) Plaza Medan Fair

Plaza Medan Fair is a four-level retail mall with one basement level located in Medan, North Sumatra, which is the third most populous city in Indonesia after Jakarta and Surabaya. As at 30 September 2012, Plaza Medan Fair has an NLA of 56,029 sq m, with parking lots comprising 1,055 car lots and 1,300 motorcycle lots and 466 tenants. Completed in 2004, Plaza Medan Fair’s 442 tenants include well known international and domestic retailers and brand names such as Carrefour, Matahari Department Store, Electronic City, Timezone and Karisma Bookstore. Plaza Medan Fair is strategically located in the shopping and business district of Medan, surrounded by residences and within walking distance to famous hotels in town.

RETAIL SPACES

(1) Mall WTC Matahari Units

Mall WTC Matahari is located along Jalan Serpong Raya, Serpong within administrative area of Tangerang regency, Banten province. It is situated approximately 18 km west of Jakarta’s CBD.

Tangerang is renowned as an industrial and manufacturing city in the Greater Jakarta area, being home to seven industrial estates with a total area of over 1,700 hectares. 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 facilities have been developed in Tangerang.

Mall WTC Matahari is strategically located along the main road connecting the BSD residential estate, the largest residential estate in Greater Jakarta. It has proposed development area of 6,000 hectares with currently 1,500 hectares developed and occupied by over 15,000 households. In recent years, BSD City has experienced rapid growth in terms of the number of housing units and retail shop houses which have been built. This has also successfully enhanced Mall WTC Matahari’s target market segment from middle to middle-upper and upper class.

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 11,184 sq m, representing 25.4% of the total NLA of Mall WTC Matahari as at 30 September 2012. The Mall WTC Matahari Units are currently utilised as a department store, hypermarket and entertainment and game centre.

(2) Metropolis Town Square Units

Metropolis Town Square is located in Tangerang city, Banten province, approximately 20 km 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.

Metropolis Town Square is located along Jalan Hartono Raya within the Kota Modern residential estate, about 2.6 km south of the city centre of 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 complex.

B-15 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 15,248 sq m and representing 32.9% of the total NLA of Metropolis Town Square as at 30 September 2012. The Metropolis Town Square Units are currently utilised as a department store, hypermarket and entertainment and games centre.

(3) Depok Town Square Units

Depok is located in the West Java province, situated between southern Jakarta and the northern side of Bogor regency. The city is located approximately 16 km south of Jakarta’s CBD. Depok is renowned as the city of students, being home to four large universities (University of Indonesia, Gunadarma University, Tugu Polytechnic and Jakarta Polytechnic).

Depok’s population is estimated at 1.8 million in 2010 and has shown strong population growth, averaging 5% per annum since 2003. In line with city population growth, the commercial area of Depok has been growing rapidly for the last few years, as evidenced by a number of modern shopping centre developments and commercial buildings built along the main road of Depok, Jalan Margonda Raya.

Depok Town Square is located on Jalan Margonda Raya, adjacent to the south eastern side of University of Indonesia, a prominent university in Indonesia. The centre has direct access to Pondok Cina Railway Station at its rear entrance, and therefore connects the station to Jalan Margonda Raya.

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 13,045 sq m and representing 35.3% of the total NLA of Depok Town Square as of 30 September 2012. The Depok Town Square Units are currently utilised as a department store, hypermarket and entertainment and games centre.

(4) Java Supermall Units

Semarang is the capital city of the Central Java province and the fifth 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. Semarang had a population of 1.3 million in 2000 and is estimated to have grown annually at 2.6% per annum, registering a total increase of approximately 1.5 million over the last seven years.

Java Supermall is located within the vicinity of 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, representing 48.3% of the total NLA of Java Supermall as of 30 September 2012. The Java Supermall Units are currently utilised as a department store and supermarket.

(5) Malang Town Square Units

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).

B-16 Malang Town Square, in which Malang Town Square Units are located, is a mall conceptualised as an international lifestyle mall as well as the biggest and most comprehensive mall in Malang. The centre 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 48.3% of the total NLA of Malang Town Square as of 30 September 2012. The Malang Town Square Units are currently utilised as a department store, hypermarket and entertainment and games centre.

(6) Plaza Madiun

The city of Madiun, with a total population of 0.2 million (based on a 2005 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 2001 census).

Madiun has benefited from its position which connects major cities in Central and East Java. It is the home of Indonesia’s first and largest train manufacturer and is a major sugar producer in Java. The industrial sector and trade, hotel and restaurant businesses are key revenue generators for the city, having contributed around 27.0% and 20.0%, respectively, to Madiun’s GRDP (based on economic statistics in 2004).

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 centre of the commercial and administrative zone, at the crossroad of three existing subdistricts 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 19,029 sq m as at 30 September 2012, is 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.

(7) Grand Palladium Medan Units

Medan, the provincial capital of the North Sumatra, is the largest city in Sumatra and the third most populous city in Indonesia after Jakarta and Surabaya. It is a cosmopolitan city with a population of over 2.0 million.

Medan is a growing commercial centre in the region, mainly with agriculture and industry businesses. The city was transformed from a tobacco plantation village in the 19th century to a major government and commercial centre at present.

In terms of economic activity, Medan relies on its 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.

Grand Palladium Medan is conveniently located within the Medan CBD and is only 2.5 km from the Polonia International Airport. The mall is located in the centre of Medan, hence drawing shoppers from all around the city. It is surrounded by government and

B-17 business offices and the town hall, and therefore benefits from regular crowds of government and business visitors. The mall will potentially witness greater visitor traffic from the proposed office and hotel developments in the vicinity.

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 13,417 sq m, representing 54.9% of the total NLA of Grand Palladium Medan as at 30 September 2012. The Grand Palladium Medan Units are currently utilised as a department store, hypermarket and entertainment and games centre.

The table below sets out selected information about the September 2012 Retail Malls.

Bandung Gajah Plaza Indah Cibubur Ekalokasari Mada Istana Mal Lippo Plaza Sun Pluit Medan Property Plaza Junction Plaza Plaza Plaza Cikarang Semanggi Plaza Village Fair

GFA (sq m)(1) 55,196 49,341 39,895 66,160 37,434 37,418 91,232 73,871 134,576 99,345

NLA (sq m)(1) 30,158 34,078 25,469 35,193 26,893 30,204 63,652 63,817 87,213 56,029

No. of tenants(1) 232 210 142 202 220 155 429 411 225 442

Valuation (S$m)(2) 128.2 77.36 53.17 110.39 114.01 70.99 192.67 198.61 241.67 159.41

Occupancy(1) 99.3% 98.6% 92.7% 98.6% 99.7% 100.0% 96.6% 99.6% 75.7% 97.0%

Notes:

(1) The GFA, NLA, No of tenants and occupancy rates are as at 30 September 2012.

(2) The information on the Valuations is as at 31 December 2011.

3.2 Lease Expiry Profile for the September 2012 Portfolio

The graph below illustrates the lease expiry profile of the September 2012 Portfolio by Rental Income as a percentage of total Rental Income and NLA respectively for 30 September 2012.

50% 47% 45% 45% 40% Lease Expiry Profile by NLA Lease Expiry Profile by Rental Income 35% 30% 25% 20% 18% 18% 14% 15% 15% 15% 12% 10% 5% 3% 4% 0% 2012 2013 2014 2015 2016 & Beyond

B-18 3.3 Major Usage Mix for the September 2012 Portfolio

The charts below provide a breakdown by total Rental Income and NLA of the major usage mix represented in the September 2012 Portfolio as at 30 September 2012.

Major Usage Mix (by NLA as at 30 September 2012)

19% Department Store (Retail Spaces)

32% Others

17% Department Store (Retail Malls)

9% Leisure & Entertainment 9% 14% F & B/ Supermarket/ Food Court Hypermarket

Major Usage Mix (by Rental Income for the month of September 2012)

17% Department Store (Retail Spaces)

37% Others

15% Fashion

9% 15% Department Store F&B/Food Court (Retail Malls) 7% Services

B-19 3.4 Top Ten Tenants of the September 2012 Portfolio

The table below sets out selected information about the top ten tenants of the September 2012 Portfolio by monthly total Rental Income (excluding retail turnover rent) for the nine-month period ended 30 September 2012 (“9M2012”).

No Top ten tenants of the Existing Portfolio (by Rental Income for 9M2012) %

1 Matahari Department Store (Retail Spaces + Retail Malls) 25.8% 2 Hypermart 3.4% 3 Carrefour 2.0% 4 Fitness First 1.0% 5 Centro 0.9% 6 Gramedia 0.8% 7 Timezone 0.8% 8 Solaria 0.7% 9 Pizza Hut 0.7% 10 Cinema 21 0.6%

4. ENLARGED PORTFOLIO

4.1 Lease Expiry Profile for the Enlarged Portfolio

The graph below illustrates the lease expiry profile of the Enlarged Portfolio as a percentage of total Rental Income and NLA for the month of June 2012 and as at 30 June 2012 respectively.

60% 52% Lease Expiry Profile by NLA Lease Expiry Profile by Rental Income 50% 43%

40%

30%

20% 17% 18% 13% 13% 10% 10% 10% 9% 4%

0% 2012 2013 2014 2015 2016 & Beyond Note:

(1) The lease expiry profile above does not take into account the Binjai Units which are owned by MPP.

4.2 Major Usage Mix for the Enlarged Portfolio

The charts below provide a breakdown by total Rental Income and NLA of the major usage mix represented in the Enlarged Portfolio for the month of June 2012 and as at 30 June 2012 respectively.

B-20 Usage Mix (by Rental Income for the month of June 2012)

17% F & B/Food Court 15% Department Store (Retail Spaces)

15% 36% Fashion Others

9% Department Store 8% (Retail Malls) Supermarket/ Hypermarket

Note:

(1) The above chart does not take into account the Binjai Units which are owned by MPP.

Usage Mix (by NLA as at 30 June 2012)

19% Supermarket/ Hypermarket

17% Department Store (Retail Malls)

30% Others

15% Department Store (Retail Spaces) 9% 10% Leisure & F & B/ Entertainment Food Court

Note: (1) The above chart does not take into account the Binjai Units which are owned by MPP.

B-21 4.3 Top Ten Tenants of the Enlarged Portfolio

The table below sets out selected information about the top ten tenants of the Enlarged Portfolio by NLA and total Rental Income (excluding retail turnover rent) as at 30 June 2012 and for the month of June 2012 respectively.

No Top ten tenants of the Enlarged Portfolio (by NLA as at 30 June 2012) %

1 Matahari Department Store (Retail Spaces + Retail Malls) 27.4% 2 Hypermart 7.8% 3 Carrefour 7.1% 4 XXI Cineplex 2.4% 5 SOGO Department Store 2.2% 6 Gramedia 1.7% 7 Giant Super Store 1.4% 8 Millenium International Executive Club 1.2% 9 Centro 1.1% 10 Electronic Solution 1.1%

Note:

(1) The table above does not take into account the Binjai Units which are owned by MPP.

Top ten tenants of the Enlarged Portfolio No. (by total Rental Income for the month of June 2012) %

1 Matahari Department Store (Retail Spaces + Retail Malls) 23.0% 2 Carrefour 4.3% 3 Hypermart 3.0% 4 Gramedia 1.0% 5 Fitness First 1.0% 6 Solaria 0.9% 7 Centro 0.7% 8 Timezone 0.7% 9 Cinema 21 0.6% 10 Electronic Solution 0.2%

Note: (1) The table above does not take into account the Binjai Units which are owned by MPP.

B-22 APPENDIX C

TAX CONSIDERATIONS

The following summary of certain Singapore income tax considerations to Unitholders in respect of the Proposed Acquisitions is based upon tax laws, regulations, rulings and decisions now in effect, all of which are subject to change (possibly with retroactive effect). This summary is not a tax advice and does not purport to be a comprehensive description of all the tax considerations that may be relevant to Unitholders. Unitholders should consult their own tax advisers on the tax implications that may apply to their own individual circumstances.

SINGAPORE INCOME TAX

Income derived from the Proposed Properties

The rental income and other related income earned from the Proposed Properties will be received in Singapore by the relevant Singapore subsidiaries in a combination of some of the following forms:

(i) dividend income;

(ii) interest income; and

(iii) proceeds from repayment of shareholder’s loans.

Any dividend income received in Singapore by the relevant Singapore subsidiaries from PPP and ACU (the “Foreign Dividend Income”) will be exempt from tax under section 13(8) of the Income Tax Act, Chapter 134 of Singapore (the “Income Tax Act”), provided that each of the relevant Singapore subsidiaries is a tax resident of Singapore and the following conditions are met:

(i) in the year the Foreign Dividend Income is received in Singapore, the headline corporate tax rate of the jurisdiction from which it is received is at least 15.0%;

(ii) the Foreign Dividend Income has been subjected to tax in the jurisdiction from which it is received; and

(iii) the Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to the relevant Singapore subsidiary.

The relevant Singapore subsidiaries in respect of the Proposed Properties will make an application to the Inland Revenue Authority of Singapore to exempt the interest income received in Singapore from PPP and ACU from Singapore income tax under section 13(12) of the Income Tax Act.

This tax exemption, if granted to the relevant Singapore subsidiaries, will be subject to stipulated conditions and will only apply to interest income received in Singapore on or before 31 March 2015. Unless the tax exemption is subsequently extended by the Singapore Government, any of such interest income received in Singapore after 31 March 2015 will be subject to Singapore income tax at the prevailing corporate rate of tax, currently 17.0%.

Cash that cannot be repatriated by PPP and ACU in the form of dividends may be used by these Indonesian subsidiaries to repay the principal amount of shareholder’s loans. The proceeds from the repayment of shareholder’s loans received in Singapore by the relevant Singapore subsidiaries are capital receipts and hence not subject to Singapore income tax.

C-1 LMIR Trust will in turn receive dividends or proceeds from the redemption (at cost) of preference shares or a combination of both from the relevant Singapore subsidiaries. Provided that these Singapore subsidiaries are residents of Singapore for income tax purposes, the dividends received by LMIR Trust will be one-tier (tax-exempt) dividends and hence exempt from Singapore income tax in the hands of LMIR Trust. The proceeds from redemption (at cost) of preference shares received by LMIR Trust are capital receipts and not subject to Singapore income tax.

Distributions to Unitholders

Distributions made by LMIR Trust out of the income or cashflow generated from the Proposed Properties may comprise either or both of the following two components:

(i) tax-exempt income component (“Tax-Exempt Income Distributions”); and

(ii) capital component (“Capital Distributions”).

Tax-Exempt Income Distributions refer to distributions made by LMIR Trust out of its tax-exempt income (which comprises mainly the one-tier (tax-exempt) dividends that it will receive from the relevant Singapore subsidiaries). Such distributions are exempt from Singapore income tax in the hands of Unitholders. No tax will be deducted at source or withheld on such distributions.

For this purpose, the amount of Tax-Exempt Income Distributions that LMIR Trust can distribute for a distribution period will be to the extent of the amount of tax-exempt income that it has received and is entitled to receive in that distribution period. Any distribution made for a distribution period out of profits or income which LMIR Trust is entitled to receive as its own tax-exempt income after the end of that distribution period will be treated as a capital distribution and the tax treatment described in the next paragraph on “Capital Distributions” will apply. The amount of such tax-exempt income that is subsequently received may be used to frank tax-exempt income distributions for subsequent distribution periods.

Capital Distributions refer, inter alia, to distributions made by LMIR Trust out of proceeds received from the redemption of preference shares. Unitholders will not be subject to Singapore income tax on such distributions. These distributions are treated as returns of capital for Singapore income tax purposes and the amount of Capital Distributions will be applied to reduce the cost of Units held by Unitholders. Accordingly, the reduced cost base will be used for the purpose of calculating the amount of taxable trading gains for those Unitholders who hold Units as trading or business assets and are liable to Singapore income tax on gains arising from the disposal of Units. If the amount of Capital Distributions exceeds the cost or the reduced cost, as the case may be, of Units, the excess will be subject to tax as trading income of such Unitholders.

C-2 APPENDIX D

SUMMARY VALUATION REPORTS

D-1 D-2

To : HSBC Institutional Trust Services (Singapore) Limited Our Ref. : RHP-Ct/1-P/IV/2012-038 (as Trustee of Lippo Malls Indonesia Retail Trust) Date : 5 October 2012 21 Collyer Quay No. Report : 060E-VAL-V/2012 #03 – 01 HSBC Building Singapore 049320

LMIRT Management Ltd 50 Collyer Quay #06-07 OUE Bayfront Singapore 049321

VALUATION OF RETAIL MALL PEJATEN VILLAGE JALAN WARUNG JATI BARAT NO. 39 JATI PADANG SUB DISTRICT, PASAR MINGGU DISTRICT, SOUTH JAKARTA REGION, DKI JAKARTA PROVINCE, INDONESIA

Dear Sir/Madam,

Following instruction of HSBC Institutional Trust Service (Singapore) Ltd ("HSBC") as trustee of Lippo Malls Indonesia Retail Trust (“LMIRT”) under contract No. RHP-Ct/1-P/IV/2012-038 dated 17 April 2012 to advise on the Market Value of Pejaten Village located at Jalan Warung Jati Barat No. 39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta Province, Indonesia; we hereby declare that we have completed our inspection and analysis, and submit the attached valuation certificate for your consideration.

This assignment has been carried out by KJPP Rengganis, Hamid & Partner-KJPP RHP (previously PT Heburinas Nusantara) an independent valuation firm registered in Indonesian Society of Appraisers (Masyarakat Profesi Penilai Indonesia). Effective on 1 March 2011, KJPP-RHP has established a strategic alliance with CB Richard Ellis, a global property services company. KJPP-RHP is provided with a business permit from the Ministry of Finance and registered in Bapepam (Securities Exchange Commission “SEC”). Partners of KJPP-RHP have been registered in the Ministry of Finance and SEC.

We understand that the purpose of this valuation is to give an independent opinion on Market Value of the subject property for potential REITs acquisition.

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Basis of Valuation The International and Indonesian Valuation Standard (Standar Penilaian Indonesia) defined Market Value as follows : “The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion “. (SPI.1.3.1)

We understand that the market of the property is transacted in Rupiah currency; therefore, we have valued the property on Rupiah currency. We advise that the use of currency other than stated in this report is not applicable. However, for your information only, the exchange rate at the date of valuation is US $1= Rp9,480/- (middle rate).

We advise that the market value opinion is without regard to costs of sale or purchase and without offset of any associated taxes.

Assumption of Valuation 1. The value that stated in this report is restricted to the purpose of this valuation. The value that stated in this valuation report cannot be used for other valuation purpose which can be mistakenly quoted. 2. The title of the subject property is assumed to be good marketable title and free and clear from all liens and encumbrances, easements, restriction, or limitation. We did not make any space measurement and we assumed that the situation drawing contained in the certificates and/or provided by the Client is true and accurate. 3. The subject property is managed professionally and competently. 4. This valuation certificate depends on the terms, conditions, comments and details as stated in the full report.

Approach of Valuation Market Value Ideally the Market Value should be based on market evidence using normal arm’s length transaction of similar property. However, we have found no direct comparable evidence of the subject property in similar vicinity within close period of time that can be used as comparable in the market comparison approach. In this valuation, we have used income approach to replicate an investor’s point of view in acquiring an income producing property where earning capability is the critical element affecting property value. In the income approach, we analyses the subject property’s capacity to generate future benefits and capitalizes the net income into an indication of present value.

Income Approach – DCF method We have utilized the DCF analysis in this income approach valuation by making consideration of probable income and expenses over the designation projection period (holding period), which is different between BOT properties and non-BOT properties. In this DCF analysis, we have set forth

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forecasts of income, expenses and changes in occupancy rate and capital expenditure over the projection period, and the terminal value is also be estimated. Therefore, we have made several assumptions including market rental rate, rental annual growth for each tenancy, occupancy rate, related operating expenses, replacement allowance, and CAPEX established on analysis of historical data and prospective market conditions.

Shopping malls under BOT agreement is classified as leasehold interest and will expire in accordance with the BOT tenure, therefore the holding period is determined by the remaining BOT period, with no terminal value. We also have calculated the annual sinking fund which will recapture the capital outlay at the end of BOT period.

The discount rate used in converting the projection of NOI will be slightly higher than the rate used in the non-BOT shopping malls to reflect its leasehold nature.

Source of Information We have been provided by the Client with copy of land title certificates, summary of tenancy schedule, copy of several lease agreements, copy of building permit letter, copy of property tax, and others related documents. We have assumed these are true and correct.

Confidentially and Disclaimers In accordance with our normal practice we confirm that this report is confidential to the parties for the specific purpose to which it refers. No responsibility is accepted regarding any third party, and neither the whole of the report nor any part or reference there to may be published in any document, statement or circular, nor in any communication with third parties without our prior written approval of the form and context in which it will appear.

We hereby enclose our valuation certificate.

Yours faithfully For and on behalf of KJPP Rengganis, Hamid & Partners

Ir. Rengganis Kartomo, MSc. MAPPI (Cert) Managing Partner Licensed Valuer No. PB-1.08.0006 MAPPI No. 95-S-0632

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VALUATION CERTIFICATE

Property Description Indicative Market Value as at 30 June 2012 Property Brief Site Detail and Tenure IDR 841,000,000,000/- The subject property is Pejaten The site is irregular in shape with an area of (EIGHT HUNDRED FORTY Village Mall (PV) with total net about 18,662 square meters. The frontage to ONE BILLION RUPIAHS) leasable area of 41,847 square Jalan Warung Jati Barat is about 120 meters and meters (excluding casual leasing to Jalan Pejaten Raya is about 100 meters. The area of about 324 square site is generally flat and higher than the fronting meters). road.

Location PV is located at Jalan Warung Jati Based on the photocopy of the land title Barat No. 39, Jati Padang Sub document provided by PV, we understand that District, Pasar Minggu District, the PV is covered under 3 (three) Leasehold South Jakarta, DKI Jakarta Certificate (Hak Guna Bangunan Certificate – Province, Indonesia. It is on the “SHGB”) registered under the name of PT Panca south side of Jalan Warung Jati Permata Pejaten, as described below: Barat and on west side of Jalan Issuance & Land Area Warung Jati Barat, or within radius HGB No Expiry Date (sqm) of: No. 742 4-11-1997 & 15,234 x about 1,6 kilometers to the 3-11-2027 south of intersection between No. 1223 11-03-2002 & 708 10-03-2022 Jalan Warung Jati Barat and No. 1224 11-03-2002 & 2,720 Jalan TB Simatupang or outer 10-03-2022 Total 18,662 ring toll road; x about 4.7 kilometers to the south of intersection between Building Description Jalan Mampang Prapatan Pejaten Village is a 6-storey building retail mall which is the prolongation of with gross building area is about 91,749 square Jalan Warung Jati Barat to meters and net leasable area of about 41,847 the north and Jalan Jenderal square meters (excluding casual leasing area of Gatot Subroto or inner city toll about 324 square meters). The parking capacity road; is 851 lots for car and 550 lots for motor cycle. x about 11,5 kilometers to the south of Monumen Nasional (Monas);

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D-6 D-7 D-8

To : HSBC Institutional Trust Services (Singapore) Limited Our Ref. : RHP-Ct/1-P/IV/2012-038 (as Trustee of Lippo Malls Indonesia Retail Trust) Date : 5 October 2012 21 Collyer Quay No. Report : 060A-VAL-V/2012 #03 – 01 HSBC Building Singapore 049320

LMIRT Management Ltd 50 Collyer Quay #06-07 OUE Bayfront Singapore 049321

VALUATION OF RETAIL MALL BINJAI SUPER MALL JALAN SOEKARNO HATTA NO. 14 TIMBANG LANGKAT SUB DISTRICT, EAST BINJAI DISTRICT, BINJAI CITY, NORTH SUMATRA PROVINCE, INDONESIA

Dear Sir/Madam,

Following instruction of HSBC Institutional Trust Service (Singapore) Ltd ("HSBC") as trustee of Lippo Malls Indonesia Retail Trust (“LMIRT”) under contract No. RHP-Ct/1-P/IV/2012-038 dated 17 April 2012 to advise on the Market Value of Binjai Super Mall located at Jalan Soekarno Hatta No. 14, Timbang langkat Sub District, East Binjai District, Binjai City, North Sumatera Province, Indonesia; we hereby declare that we have completed our inspection and analysis, and submit the attached valuation certificate for your consideration.

We understand that the purpose of this valuation is to give an independent opinion on Market Value of the subject property for potential REITs acquisition.

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We advise that the market value opinion is without regard to costs of sale or purchase and without offset of any associated taxes.

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The discount rate used in converting the projection of NOI will be slightly higher than the rate used in the non-BOT shopping malls to reflect its leasehold nature.

We hereby enclose our valuation certificate.

Yours faithfully For and on behalf of KJPP Rengganis, Hamid & Partners

Ir. Rengganis Kartomo, MSc. MAPPI (Cert) Managing Partner Licensed Valuer No. PB-1.08.0006 MAPPI No. 95-S-0632

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VALUATION CERTIFICATE

Property Description Indicative Market Value as at 30 June 2012 Property Brief Site Detail and Tenure IDR247,000,000,000/- The subject property is Binjai The site is like rectangular in shape with land (TWO HUNDRED FORTY Super Mall (BSM) with total net area of about 13,267 square meters. It is SEVEN BILLION RUPIAHS) leasable area of 23,022 square generally flat and is higher than the fronting meters (excluding casual leasing road. area of about 654 square meters). Based on the photocopy of the land title document provided by BSM, we understand that Location BSM is located at Jalan Soekarno the BSM is covered under 1 (one) Leasehold Hatta No. 14, Timbang langkat Certificate (Hak Guna Bangunan Certificate – Sub District, East Binjai District, “SHGB”) No. 93, registered under the name of PT Binjai City, North Sumatera Trias Mitra Investama. It was issued in Binjai on Province, Indonesia. It is on the 17 September 2012 and will be expired on 2 south side of Jalan Soekarno Hatta September 2016. The land area is about 13,267 and north side of Jalan Soekarno square meters as stated by Gambar Situasi No. Hatta and or within radius of: 03/Timbang Langkat/2012 dated 17 September 2012. x About 800 meters to west

from Binjai City Rail Station; Building Description x About 1 kilometer to the BSM is a 3-storey shopping center. The gross southwest from downtown of floor area is about 37,271 square meters with Binjai City; net leasable area of about 23,022 square x About 1.7 kilometers to the meters (excluding casual leasing area of about southwest from Mayor Office 654 square meters). The parking capacity is 591 of Binjai City; lots for car and 850 for motor cycle.

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D-12 APPENDIX E

EXISTING INTERESTED PERSON TRANSACTIONS

Details of the Existing Interested Person Transactions entered into between LMIR Trust and certain associates of the Sponsor during the course of the current financial year are set out below. These Existing Interested Person Transactions relate to leases signed by the various interested persons as tenants of the September 2012 Portfolio and the Recent Properties.

Value of Value of Nature of Transaction Transaction Transaction Percentage of No. Interested Person (Property Rental Revenue) Area (sq m) Start Date (Rp.) (S$)(1) NTA/NAV(2) 1 PT. Times Prima Rental monthly, at Cibubur 110.65 From 1 January 2012 87,634,800 11,142.11 0.0010% Indonesia Junction to 19 September 2012 (Times Book Store) 2 PT. Times Prima Rental monthly, at Bandung 74.99 From 1 January 2012 57,772,296 7,345,31 0.0006% Indonesia Indah Plaza to 16 September 2012 E-1 (Times Book Store) 3 PT. Times Prima Rental monthly, at Istana 70.4 From 1 January 2012 50,688,000 6,444.60 0.0006% Indonesia Plaza to 18 September 2012 (Times Book Store) 4 PT. Times Prima Rental monthly, at Plaza 36 From 1 January 2012 27,572,400 3,505.62 0.0003% Indonesia Semanggi to 26 September 2012 (Times Book Store) Total 223,667,496 28,437.65 0.0025%

Notes: (1) Based on the Illustrative Rupiah Exchange Rate of S$1.00 to Rp.7,865.2. (2) Based on the NTA/NAV of LMIR Trust of S$1,153.8 million as at 30 September 2012. (3) This excludes the master leases of the 7 Retail Spaces which were entered into as at the time of the initial public offering of LMIR Trust.

These Existing Interested Person Transactions have been subject to the internal control procedures established by the Manager to ensure that such transactions are undertaken on normal commercial terms and are not prejudicial to the interests of LMIR Trust or its minority Unitholders. These procedures include the review and approval of such transactions by the Manager’s audit committee. These transactions comply with the requirements of Chapter 9 of the Listing Manual. Rationale and Benefit of the Existing Interested Person Transactions

It is the agreed policy between the Manager and the property manager that the tenants for the malls should meet the appropriate quality standards and there must be a balanced tenancy mix to meet the requirements of the customers. As such, while no preferential consideration have been given to the tenants above who are Interested Persons, the presence of these individual operators allows the malls to meet its tenancy objectives and contributes to the overall appeal of the malls. E-2 APPENDIX F

RELATED TENANCY AGREEMENTS

Upon completion of the Acquisitions, LMIR Trust will, through PPP and PT Amanda Cipta Utama, take over all the tenancy agreements with respect to the Proposed Properties and the Recent Properties, including various tenancy agreements entered into by certain associates and subsidiaries of the Sponsor (the “Related Tenancy Agreements”). The aggregate rental fees derived or to be derived from the Related Tenancy Agreements are estimated at Rp.711.0 billion (S$19.8 million) and are set out in the following table.

Value of Nature of Area Term Value of transaction transaction Percentage of No. Interested person Transaction (sq m) Start date (years) (Rp.) (S$)(1) NTA/NAV(2) Pejaten Village 1. PT. Matahari Putra Leasing 9,494.79 19 December 20 242,094,376,811 30,780,448 2.67% Prima, Tbk 2008

F-1 2. PT. Matahari Putra Leasing 7,536.44 19 December 20 143,573,507,091 18,254,273 1.58% Prima, Tbk 2008 3. PT. Times Prima Leasing 78.30 19 October 2 235,512,456 29,944 0.00% Indonesia 2011 4. PT. Adicipta Boga Leasing 92.90 1 July 2011 3 501,660,000 63,782 0.01% Inti Prima Total: 386,405,056,358 49,128,446 4.26% Binjai Supermall 1. PT. Matahari Leasing 7,000.59 — 20 79,005,559,476 10,044,952 0.87% Putra Prima, Tbk 2. PT. Matahari Leasing 5,629.57 — 20 72,608,953,974 9,231,673 0.80% Department Store, Tbk Total: 151,614,513,450 19,276,625 1.67% Value of Nature of Area Term Value of transaction transaction Percentage of No. Interested person Transaction (sq m) Start date (years) (Rp.) (S$)(1) NTA/NAV(2) Palembang Square(3) — NIL Palembang Square Extension(3) 1. PT. Matahari Leasing 6,163.57 16 May 2012 10 43,360,785,300 5,512,992 0.48% Department Store, Tbk 2. PT. Matahari Putra Leasing 7,531.56 16 February 20 140,556,023,216 17,870,623 1.55% Prima, Tbk 2012 3. PT Bank National Leasing 63.07 1 August 2012 5 196,778,400 25,019 0.00% Nobu 4. PT. Times Prima Leasing 55.78 1 August 2012 5 92,282,568 11,733 0.00% Indonesia Total: 184,205,869,484 23,420,367 2.03% F-2 Tamini Square(3) 1. PT. Matahari Leasing 476 9 June 2006 5 3,427,200,000 435,742 0.04% Graha Fantasi Total: 3,427,200,000 435,742 0.04% KJI(3) 1. PT. Matahari Putra Leasing 5,707 26 October 11 26,379,270,833 3,353,922 0.29% Prima, Tbk 2004 Total: 26,379,270,833 3,353,922 0.29%

Notes:

(1) Based on the illustrative rupiah exchange rate of S$1.00 to Rp.7,865.2.

(2) Based on the NTA/NAV of LMIR Trust of S$153.8 million as at 30 September 2012. (3) For the avoidance of doubt, as Unitholders’ approval has not been sought for the Recent Acquisitions, the Related Tenancy Agreements in relation to the Recent Properties (which amount to approximately 8.3% of the NTA/NAV of LMIR Trust as at 30 September 2012), will be subject to Rules 905 and 906 of the Listing Manual. NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Lippo Malls Indonesia Retail Trust (“LMIR Trust”) will be held on 13 December 2012 at 2.00 p.m. at Mandarin Orchard Singapore, Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867, for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. ACQUISITION OF PEJATEN VILLAGE FROM AN INTERESTED PERSON

That subject to and contingent upon the passing of Resolution 3:

(i) approval be and is hereby given for the acquisition of Pejaten Village by LMIR Trust through the acquisition of the entire issued share capital of PT Panca Permata Pejaten (“PPP”), at the purchase consideration and other terms and conditions described in the circular dated 26 November 2012 issued by LMIRT Management Ltd. (in its capacity as manager of LMIR Trust) (the “Manager”) to holders of units in LMIR Trust (“Unitholders” and the circular issued to Unitholders, the “Circular”) (the “Pejaten Village Acquisition”), and for payment of all fees and expenses relating to the Pejaten Village Acquisition (as described in the Circular), such acquisition being an “interested person transaction” (as defined in the Listing Manual of Singapore Exchange Securities Trading Limited, the “Listing Manual”) as well as an “interested party transaction” (as defined in Appendix 2 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore in relation to real estate investment trusts);

(ii) approval be and is hereby given for LMIR Trust to take over the Related Tenancy Agreements (as defined in the Circular) in relation to Pejaten Village upon the completion of the Pejaten Village Acquisition; and

(iii) the Manager, any director of the Manager and HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of LMIR Trust) (the “Trustee”) be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager, such director of the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interests of LMIR Trust to give effect to the Pejaten Village Acquisition.

2. ACQUISITION OF BINJAI SUPERMALL FROM AN INTERESTED PERSON

That subject to and contingent upon the passing of Resolution 3:

(i) approval be and is hereby given for the acquisition of Binjai Supermall by LMIR Trust, at the purchase consideration and other terms and conditions described in the Circular issued by the Manager to Unitholders (the “Binjai Supermall Acquisition”), and for payment of all fees and expenses relating to the Binjai Supermall Acquisition (as described in the Circular), such acquisition being an “interested person transaction” (as defined in the Listing Manual as well as an “interested party transaction” (as defined in Appendix 2 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore in relation to real estate investment trusts);

(ii) approval be and is hereby given for LMIR Trust to take over the Related Tenancy Agreements (as defined in the Circular) in relation to Binjai Supermall upon the completion of the Binjai Supermall Acquisition; and

G-1 (iii) the Manager, any director of the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager, such director of the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interests of LMIR Trust to give effect to the Binjai Supermall Acquisition.

3. THE WHITEWASH RESOLUTION

That subject to the conditions in the letter from the Securities Industry Council dated 9 November 2012 being fulfilled, the Unitholders, other than PT. Lippo Karawaci Tbk, the sponsor of LMIR Trust (the “Sponsor”), parties acting in concert with the Sponsor and parties which are not independent of the Sponsor, hereby (on a poll taken) waive their rights to receive a mandatory offer from the Sponsor and parties acting in concert with the Sponsor, which includes any of the associates (including LMIRT Management Ltd.), for all the Units not already owned by the Sponsor and parties acting in concert with the Sponsor, in the event that they incur a mandatory bid obligation pursuant to Rule 14 of The Singapore Code on Take-overs and Mergers as a result of the receipt of the acquisition fee which is required to be paid to the Manager in Units pursuant to paragraph 5.6 of the Property Funds Appendix (“Acquisition Fee Units”), in respect of (i) the acquisition of Pluit Village (the “Pluit Village Acquisition”), and (ii) the Pejaten Village Acquisition and the Binjai Supermall Acquisition, as these are acquisitions from interested parties (as defined in the Property Funds Appendix).

BY ORDER OF THE BOARD LMIRT Management Ltd. (Company Registration No. 200707703M) (as manager of Lippo Malls Indonesia Retail Trust)

Tan San-Ju Elizabeth Krishnan Company Secretaries Singapore 26 November 2012

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Notes to Proxy Form

1. A unitholder of Lippo Malls Indonesia Retail Trust (“LMIR Trust” and a unitholder of LMIR Trust, “Unitholder”) entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxies to attend and vote in his stead. 2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy. 3. A proxy need not be a Unitholder. 4. A Unitholder should insert the total number of units in LMIR Trust (“Units”) held. If the Unitholder has Units entered against his name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he should insert that number of Units. If the Unitholder has Units registered in his name in the Register of Unitholders of LMIR Trust, he should insert that number of Units. If the Unitholder has Units entered against his name in the said Depository Register and registered in his name in the Register of Unitholders, he should insert the aggregate number of Units. If no number is inserted, this form of proxy will be deemed to relate to all the Units held by the Unitholder. 5. The instrument appointing a proxy or proxies (the “Proxy Form”) must be deposited at the Unit Registrar’s registered office at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hours before the time set for the Extraordinary General Meeting. 6. The Proxy Form must be executed under the hand of the appointor or of his attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer. 7. Where the Proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the power of attorney or a duly certified copy thereof must (failing previous registration with LMIRT Management Ltd., as manager of LMIR Trust (the “Manager”)) be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.

8. The Manager and/or the Unite Registrar shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, the Manager and/or the Unit Registrar may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by CDP to the Manager.

9. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they have attended or voted at the Extraordinary General Meeting.

10. At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or by five or more Unitholders present in person or by proxy, or holding or representing one-tenth in value of the Units represented at the meeting. Unless a poll is so demanded, a declaration by the Chairman that such a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

11. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation) is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who is present in person or by proxy shall have one vote for every Unit of which he is the Unitholder. A person entitled to more than one vote need not use all his votes or cast them the same way. LIPPO MALLS INDONESIA RETAIL TRUST IMPORTANT (Constituted in the Republic of Singapore pursuant 1. For investors who have used their CPF money to to a trust deed dated 8 August 2007 (as amended)) buy units in Lippo Malls Indonesia Retail Trust, this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent FOR INFORMATION ONLY. PROXY FORM 2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents EXTRAORDINARY GENERAL MEETING and purposes if used or is purported to be used by them. 3. PLEASE READ THE NOTES TO THE PROXY FORM.

I/We (Name) of (Address) being a unitholder/unitholders of Lippo Malls Indonesia Retail Trust (“LMIR Trust”), hereby appoint:

Proportion of Unitholdings NRIC/Passport Name Address Number No. of Units %

and/or (delete as appropriate)

Proportion of Unitholdings NRIC/Passport Name Address Number No. of Units %

or, both of whom failing, the Chairman of the Extraordinary General Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and if necessary, to demand a poll, at the Extraordinary General Meeting of LMIR Trust to be held on 13 December 2012 at 2.00 p.m. at Mandarin Orchard Singapore, Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867 and any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Extraordinary General Meeting.

To be used on To be used in Resolutions a show of hands the event of a poll No. of Votes No. of Votes For * Against * For ** Against ** 1 To approve the acquisition of Pejaten Village from an Interested Person (Ordinary Resolution) (Conditional upon Resolution 3 being passed) 2 To approve the acquisition of Binjai Supermall from an Interested Person (Ordinary Resolution) (Conditional upon Resolution 3 being passed) 3 To approve the Whitewash Resolution (Ordinary Resolution)

* If you wish to exercise all your votes “For” or “Against”, please tick (ߛ) within the box provided. ** If you wish to exercise all your votes “For” or “Against”, please tick (ߛ) within the box provided. Alternatively, please indicate the number of votes as appropriate.

Dated this day of 2012

Total number of Units held

Signatures of Unitholders/Common Seal ¢ ------1st fold here

2nd fold here ------

Affix Postage Stamp

LMIRT MANAGEMENT LTD. (The Manager of Lippo Malls Indonesia Retail Trust) c/o Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623

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