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Circular Is Important and Requires Your Immediate Circular to Unitholders: Attention

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Circular Is Important and Requires Your Immediate Circular to Unitholders: Attention (Constituted in the Republic of Singapore pursuant to a trust deed dated 8 August 2007 (as amended)) MANAGED BY LMIRT MANAGEMENT LTD. (Company Registration Number: 200707703M) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE CIRCULAR TO UNITHOLDERS: ATTENTION. (1) TO APPROVE THE PROPOSED (3) TO APPROVE THE PROPOSED WAIVER Singapore Exchange Securities Trading Limited (the “SGX-ST”) takes no ACQUISITION OF THE MAJORITY BY UNITHOLDERS OTHER THAN THE responsibility for the accuracy of any statements or opinions made, or reports contained, in this circular dated 23 November 2020 (“Circular”). PORTION OF STRATA TITLES RELEVANT ENTITIES (AS DEFINED If you are in any doubt as to the action you should take, you should WITHIN LIPPO MALL PURI FROM HEREIN) AND THEIR CONCERT consult your stockbroker, bank manager, solicitor, accountant or other AN INTERESTED PERSON (THE PARTIES OF THEIR RIGHTS TO RECEIVE professional adviser immediately. ACQUISITION)(ORDINARY A GENERAL OFFER FOR THEIR UNITS Approval in-principle has been obtained from the SGX-ST for the listing of and quotation for new units in Lippo Malls Indonesia Retail RESOLUTION); FROM THE RELEVANT ENTITIES Trust (“LMIR Trust”) to be issued for the purpose of the Rights Issue (as AND THEIR CONCERT PARTIES defined herein)(the “Rights Units”) on the Main Board of the SGX-ST. (2) TO APPROVE THE NON- The SGX-ST’s in-principle approval is not an indication of the merits (THE WHITEWASH RESOLUTION) of the Rights Issue, the Rights Units, LMIR Trust and/or its subsidiaries. UNDERWRITTEN RIGHTS ISSUE OF (ORDINARY RESOLUTION); AND If you have sold or transferred all your units in LMIR Trust (“Units”), you UP TO 4,682,872,029 RIGHTS UNITS should immediately forward this Circular, together with the Notice of TO RAISE GROSS PROCEEDS OF (4) TO APPROVE THE PROPOSED LOAN Extraordinary General Meeting and the accompanying Proxy Form, to the purchaser or transferee or to the bank, stockbroker or other agent APPROXIMATELY S$281.0 MILLION FACILITY OF UP TO S$40.0 MILLION through whom the sale or transfer was effected for onward transmission ON A RENOUNCEABLE BASIS TO FROM AN INTERESTED PERSON (THE to the purchaser or transferee. ELIGIBLE UNITHOLDERS (AS DEFINED VENDOR FINANCING)(ORDINARY This Circular shall not constitute an offer to sell or a solicitation of an HEREIN) ON A PRO RATA BASIS OF RESOLUTION). offer to buy Units or other securities, including the Rights Units and Units of LMIR Trust and/or the “nil-paid” provisional allotment of Rights 160 RIGHTS UNITS FOR EVERY 100 Units to Eligible Unitholders (as defined herein) under the proposed EXISTING UNITS HELD AS AT THE Rights Issue (the “Rights Entitlements”). This Circular may not be sent to any person or any jurisdiction in which it would not be permissible to RIGHTS ISSUE RECORD DATE deliver the Rights Units and Rights Entitlements or make an offer of the (AS DEFINED HEREIN)(THE Rights Units and the Rights Entitlements, and the Rights Units and Rights RIGHTS ISSUE)(ORDINARY Entitlements may not be offered, sold, resold, transferred or delivered, directly or indirectly, to any such person or in any such jurisdiction. RESOLUTION); This Circular is not for distribution, directly or indirectly, in or into the United States of America (the “U.S.”) and is not an offer of securities for sale in the U.S. or in any other jurisdiction. The Rights Units and Rights Entitlements have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any securities laws of any state or other jurisdiction of the U.S. and may not be offered, sold, resold, allotted, taken up, exercised, pledged, transferred or delivered, directly or indirectly, within the U.S. except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S. There will be no public offering of the Rights Units and/or Rights Entitlements in the U.S. LMIRT Management Ltd., as manager of LMIR Trust (the “Manager”), does not intend to conduct a public offering of any securities of LMIR Trust in the U.S. IMPORTANT DATES AND TIMES FOR UNITHOLDERS Due to the current COVID-19 situation in Singapore, Unitholders will not be allowed to attend the Extraordinary General Meeting (“EGM”) in person. The EGM will be YOUR VOTE convened and held by electronic means. Unitholders must appoint the Chairman of the EGM as their proxy to attend, speak and vote on their behalf at the EGM. Virtual Dialogue Session 6.00 p.m. (Singapore Time) on Wednesday, C UNTS 2 December 2020 Please vote by submitting Lodgement of Proxy Form 10.00 a.m. (Singapore Time) on Friday, your proxy form 11 December 2020 Extraordinary General Meeting 10.00 a.m. (Singapore Time) on Monday, 14 December 2020 Independent Financial Adviser to the Independent Directors and the Audit and Risk Committee of the Manager and the Trustee Meanings of the capitalised terms may be found in the Glossary of this Circular WHAT IS HAPPENING? LMIRT Management Ltd, the Manager of LMIR Trust, is seeking the approval of Unitholders of LMIR Trust at an Extraordinary General Meeting (“EGM”) to be convened and held by way of electronic means at 10.00 a.m. (Singapore Time) on Monday, 14 December 2020 for the following resolutions: RESOLUTION 1 RESOLUTION 3 To approve the proposed acquisition of the majority To approve the proposed waiver by Unitholders other portion of strata titles within Lippo Mall Puri from an than the Relevant Entities and their concert parties* interested person (the Acquisition)(Ordinary Resolution); of their rights to receive a general offer for their Units from the Relevant Entities and their concert parties (the Whitewash Resolution)(Ordinary Resolution); and RESOLUTION 2 To approve the non-underwritten rights issue of up to 4,682,872,029 Rights Units to raise gross proceeds RESOLUTION 4 of approximately S$281.0 million on a renounceable To approve the proposed loan facility of up to S$40.0 basis to eligible unitholders (as defined herein) on a million from an interested person (the Vendor Financing) pro rata basis of 160 Rights Units for every 100 existing (Ordinary Resolution). units held as at the Rights Issue record date (as defined herein)(the Rights Issue)(Ordinary Resolution); * Being Bridgewater International Limited and the Manager (the “Relevant Entities”) and their concert parties (as defined in the Singapore Code on Take-overs and Mergers) WHY IS MY VOTE IMPORTANT? ACQUISITION RATIONALE 1. Opportunity to acquire a 2. Opportunity to acquire a high-quality retail mall at an best-in-class retail mall attractive price and attractive Net Property Income (“NPI”) in West Jakarta, an area yield with potential for capital appreciation with favourable demand and supply dynamics Purchase price at 9.47% discount to the average of the Independent Valuations NPI yield improves to 9.66% Jakarta Retail Supply Pipeline 2020 - 2022 381.7 9.71% 371.7 North -9.47% % 361.7 30.5 +0.06 ppt West Central 7.9% 9.66%1 24.7% +0.01 ppt 9.65% 353.8 East 348.7 343.5 7.3% 336.5 South 29.6% Purchase By By Average of Existing Lippo Mall Puri Post Consideration Cushman Colliers the two Portfolio Acquisition Without Vendor Support With Vendor Support 1 Based on financial statements for financial year ended 31 December 2019 3. Acquisition will result in a significant growth in AUM and NLA AUM1 NLA2 (IDR bn) (sq m) +18.57% +13.57% 22,352 1,028,429 18,852 905,567 Pre-Acquisition Post-Acquisition Pre-Acquisition Post-Acquisition 1 Based on the existing portfolio valuation as at 31 December 2019 and the Purchase Consideration 2 Based on the existing portfolio NLA as at 31 December 2019 and the NLA of Lippo Puri Mall (including post restoration of P2 Space) 4. Part of long-term strategic plan to enhance the positioning and stability of LMIR Trust Proactive ...for greater Proposed Divestments portfolio Acquisition value management... creation Binjai Supermall 23,432 NLA (sqm) 2007 Completion Lippo Mall Puri 111 Tenants 122,862 NLA (sqm) 2014 Completion Pejatan Village 333 Tenants 42,210 NLA (sqm) 2008 Completion 152 Tenants WHAT ARE THE HIGHLIGHTS OF LIPPO MALL PURI? One of the most Approximately 1.5 iconic and well- million residents known retail malls Located in West and more than strategically located Jakarta, where retail 670,000 workers in the Puri Indah space per capita is within the Primary CBD in West Jakarta low compared to Catchment Area the rest of Jakarta, and there was no injection of new supply of retail space in 1H2020 The only retail mall Serves 17.0 million in the St. Moritz visitors per year Jakarta Integrated as of 2019, with Development 333 tenancies Excellent transport (“St. Moritz”), the spread across an connectivity to largest mixed- extensive range of major business use development trade sectors hubs, and set to in West Jakarta, benefit from the and forms part of government’s a self-contained ongoing “live-work-play” infrastructure ecosystem programme in Jakarta Potential for the Still in its growth Property to enjoy phase, with an appreciation in good leasing-up capital value once opportunities, the Indonesian flexibility to economy and the enhance tenant Property recovers mix and potential from the short- for positive rental term negative reversions in the impact of the future Covid-19 pandemic Vendor support will provide a stable level of income in line with comparable retail malls in West Balanced lease Jakarta up to 31 expiry profile with December 2024 a weighted average Strong exposure to lease expiry by NLA the fashion, leisure of 3.4 years & entertainment and F&B trade sectors, with potential to further increase the F&B occupancy rate Average Monthly Net Passing Rent for Specialty Performance Occupancy Tenants Metrics Rate (Rp.
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