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2019ANNUAL REPORT
EXPERIENCE ALL ABOUT THE
OUR VISIONLippo Malls Indonesia Retail Trust (“LMIR Trust”) aims to be one of the premier retail REITs in Asia, creating and utilising scale whilst leading the way in innovation and quality. We aim to create long-term value for stakeholders by providing access to investment opportunities driven by strong economic and consumer growth.
OUR MISSIONWe are committed to:
• Delivering regular and stable distributions to Unitholders
• Growing our portfolio by way of accretive investments in retail and/or retail-related assets
• Enhancing returns from existing and future properties
• Achieving long-term growth to provide Unitholders with capital appreciation on their investments
ABOUTLMIR TRUST
As the only Indonesia-exposed retail real estate investment trust listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”), Lippo Malls Indonesia Retail Trust (“LMIR Trust”) offers investors a unique opportunity to participate in the bustling retail property sector in Southeast Asia’s largest economy.
With a growing presence in key cities in Indonesia, LMIR Trust is able to leverage Indonesia’s rising affluence and greater consumer spending power to deliver stable and sustainable returns to Unitholders.
As the Manager, LMIRT Management Ltd is focused on reinforcing its strategic pillars which include actively managing its assets together with its mall operator to drive healthy occupancy rates, maintaining optimal property and tenant diversification across its portfolio, as well as actively seeking to increase and optimise its portfolio’s value through yield-accretive acquisitions and asset enhancement initiatives.
ANNUAL REPORT 2019 1
CONTENTS• Notice of Annual General Meeting• Proxy Form• Request Form
2 LIPPO MALLS INDONESIA RETAIL TRUST
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
(Constituted in the Republic of Singapore pursuant to a Trust Deeddated 8 August 2007 (as amended))
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
LIPPO MALLS INDONESIA RETAIL TRUST
NOTICE IS HEREBY GIVEN that the Eleventh Annual General Meeting (“AGM”) of the holders of units of Lippo Malls Indonesia Retail Trust (“LMIR Trust”, and the holders of units of LMIR Trust, “Unitholders”) will be held on Thursday, 23 April 2020 at 9:30 a.m. at Mandarin Ballroom 3, Level 6, Main Tower, Mandarin Orchard, 333 Orchard Road, Singapore 238867 to transact the following business:
(A) AS ORDINARY BUSINESS
1. To receive and adopt the Report of the Trustee issued by Perpetual (Asia) Limited, as trustee of LMIR Trust (the “Trustee”), the Statement by the Manager issued by LMIRT Management Ltd, as manager of LMIR Trust (the “Manager”), and the Audited Financial Statements of LMIR Trust for the financial year ended 31 December 2019 together with the Auditors’ Report thereon.
(Ordinary Resolution 1)
2. To re-appoint RSM Chio Lim LLP as Auditors of LMIR Trust and to hold office until the conclusion of the next AGM and to authorise the Manager to fix their remuneration.
(Ordinary Resolution 2)
(B) AS SPECIAL BUSINESS
To consider and if thought fit, to pass with or without any modifications, the following resolution as an Ordinary Resolution:
3. That pursuant to Clause 5 of the trust deed constituting LMIR Trust (as amended) (the “Trust Deed”) and the listing rules of Singapore Exchange Securities Trading Limited (“SGX-ST”), the Manager be authorised and empowered to:
ANNUAL REPORT 2019 3
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
(a) (i) issue units in LMIR Trust (“Units”) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Units,
at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and
(b) issue Units in pursuance of any Instrument made or granted by the Manager while this Resolution was in force (notwithstanding the authority conferred by this Resolution may have ceased to be in force at the time such Units are issued),
provided that:
(1) the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent (50.0%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to existing Unitholders (including Units to be issued in pursuance of Instruments to be made or granted pursuant to this Resolution) shall not exceed twenty per cent (20.0%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below);
(2) subject to such manner of calculation as may be prescribed by the SGX-ST, for the purpose of determining the aggregate number of Units and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued Units and Instruments shall be based on the total number of issued Units (excluding treasury Units, if any) at the time of the passing of this Resolution, after adjusting for:
(a) new Units arising from the conversion or exercise of the Instruments or any convertible securities; and
4 LIPPO MALLS INDONESIA RETAIL TRUST
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
(b) any subsequent bonus issue, consolidation or subdivision of Units;
provided such adjustment in sub-paragraph (2)(a) is made in respect of new shares arising from exercise of Instruments or convertible securities which were issued and outstanding or subsisting at the time of the passing of this Resolution;
(3) in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Trust Deed for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore);
(4) unless revoked or varied by Unitholders in a general meeting of LMIR Trust, the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next AGM of LMIR Trust or (ii) the date by which the next AGM of LMIR Trust is required by law to be held, whichever is earlier or (iii) in the case of Units to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such Units in accordance with the terms of the Instruments;
(5) where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Units into which the Instruments may be converted in the event of rights, bonus or other capitalisation issues or any other events, the Manager is authorised to issue additional Instruments or Units pursuant to such adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time the Instruments or Units are issued; and
(6) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including, without limitation, executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider necessary, expedient, incidental or in the interest of LMIR Trust to give effect to the authority contemplated and/or authorised by this Resolution.
(Please see Explanatory Note 1)(Ordinary Resolution 3)
ANNUAL REPORT 2019 5
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
4. That:
(a) approval be and is hereby given to the proposed supplement to the Trust Deed to amend the provisions regarding the repurchase and redemption of Units in the manner set out in Annex A of the Letter to Unitholders dated 20 March 2020 which is available on LMIR Trust’s website at http://lmir.listedcompany.com (the “Unit Buy-Back Trust Deed Supplement”).
(b) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of LMIR Trust to give effect to Unit Buy-Back Trust Deed Supplement.
(Please see Explanatory Note 2)(Extraordinary Resolution 4)
5. That subject to and conditional upon the passing of Extraordinary Resolution 4:
(a) the exercise of all the powers of the Manager to repurchase issued Units for and on behalf of LMIR Trust not exceeding the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Manager in accordance with the Trust Deed from time to time up to the Maximum Price (as hereafter defined), whether by way of:
(i) market repurchase(s) (“Market Repurchase”) effected on the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted; and/or;
(ii) off-market repurchase(s) (which are not market repurchases) (“Off-Market Repurchase”) in accordance with any equal access scheme(s) as may be determined or formulated by the Manager as it considers fit in accordance with the Trust Deed, as proposed to be supplemented by the Unit Buy-Back Trust Deed Supplement,
and otherwise in accordance with all applicable laws and regulations including the rules of the SGX-ST or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted, be and is hereby authorised and approved generally and unconditionally (the “Unit Buy-Back Mandate”).
6 LIPPO MALLS INDONESIA RETAIL TRUST
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
(b) Unless revoked or varied by Unitholders in a general meeting, the Unit Buy-Back Mandate, if approved by Unitholders, will be in force from the period commencing from the date on which the AGM is held and the Unit Buy-Back Mandate is approved and expiring on the earliest of the following dates:
(i) the date on which the next AGM of LMIR Trust is held;
(ii) the date by which the next AGM of LMIR Trust is required by applicable laws and regulations or the provisions of the Trust Deed to be held; or
(iii) the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated.
(c) in this Resolution:
“Average Closing Price” means the average of the closing market prices of the Units over the last five Market Days (as defined herein), on which transactions in the Units were recorded, immediately preceding the date of the Market Repurchase or, as the case may be, the date of the making of the offer pursuant to the Off-Market Repurchase, and deemed to be adjusted for any corporate action that occurs during the relevant five Market Days and the date on which the Market Repurchase(s) or, as the case may be, the date on which the offer pursuant to the Off-Market Repurchase(s), is made.
“date of the making of the offer” means the date on which the Manager makes an offer for an Off-Market Repurchase, stating therein the repurchase price (which shall not be more than the Maximum Price for an Off-Market Repurchase calculated on the foregoing basis) for each Unit and the relevant terms of the equal access scheme for effecting the Off-Market Repurchase.
“Market Day” means a day on which the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted is open for trading in securities.
ANNUAL REPORT 2019 7
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
“Maximum Limit” means the total number of Units which may be repurchased pursuant to the Unit Buy-Back Mandate is limited to that number of Units representing not more than 10.0% of the total number of issued Units as at the date of the AGM.
“Maximum Price” in relation to a Unit to be repurchased, means the repurchase price (excluding brokerage, stamp duty, commission, applicable goods and services tax and other related expenses) which shall not exceed 105.0% of the Average Closing Price of the Units for both a Market Repurchase and an Off-Market Repurchase.
(d) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of LMIR Trust to give effect to the transactions contemplated and/or authorised by this Resolution.
(Ordinary Resolution 5)
6. To transact any other business as may properly be transacted at an AGM.
By Order of the BoardLMIRT Management Ltd(Company Registration No. 200707703M)as Manager of Lippo Malls Indonesia Retail Trust
Tan Lay HongCompany Secretary
Singapore20 March 2020
8 LIPPO MALLS INDONESIA RETAIL TRUST
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
EXPLANATORY NOTES:
1. Ordinary Resolution 3
The Ordinary Resolution (3), if passed, will empower the Manager from the date of this AGM until (i) the date by which the next AGM of the Unitholders of LMIR Trust, or (ii) the date by which the next AGM of the Unitholders is required by law to be held, or (iii) such authority is varied or revoked by the Unitholders in a general meeting, whichever is the earliest, to issue Units, make or grant Instruments and to issue Units pursuant to such Instruments, up to a number not exceeding, in total, fifty per cent (50.0%) of the total number of issued Units (excluding treasury Units, if any), with a sub-limit of twenty per cent (20.0%) for issues other than on a pro rata basis to Unitholders.
For the purpose of determining the aggregate number of Units that may be issued, the percentage of issued Units will be calculated based on the total number of issued Units (excluding treasury Units, if any) at the time this Ordinary Resolution is passed after adjusting for (a) new Units arising from the conversion or exercise of any Instruments; and (b) any subsequent bonus issue, consolidation or subdivision of Units provided such adjustment in sub-paragraphs (a) above is made in respect of new units arising from the conversion or exercise of any Instruments which were issued and outstanding or subsisting at the time of the passing of this Ordinary Resolution.
2 Extraordinary Resolution 4
Extraordinary Resolution 4, if passed, will approve the supplement to the Trust Deed with the Unit buy-Back Trust Deed Supplement, which is set out in Annex A of the Letter to Unitholders dated 20 March 2020.
ANNUAL REPORT 2019 9
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
3. Ordinary Resolution 5
Ordinary Resolution 5, if passed, will empower the Manager from the date of the AGM until (i) the date on which the next AGM of LMIR Trust is held; (ii) the date by which the next AGM of LMIR Trust is required by applicable laws and regulations or the provisions of the Trust Deed to be held or (iii) the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated, whichever is the earliest, to exercise all powers to repurchase issued Units for and on behalf of LMIR Trust not exceeding in aggregated 10.0% of the total number of Units as at the date of the passing of Ordinary Resolution 5, whether by way of Market Repurchase(s) or Off-Market Repurchase(s), on the terms of the Unit Buy-Back Mandate set out in the Letter to Unitholders dated 20 March 2020, unless such authority is revoked or varied by the Unitholders in a general meeting.
As the Unit Buy-Back Trust Deed Supplement is required for the adoption of the Unit Buy-Back Mandate, Ordinary Resolution 5 is conditional upon the passing of the Extraordinary Resolution 4.
Important Notice:
1. A Unitholder who is not a relevant intermediary entitled to attend and vote at the AGM is entitled to appoint one or two proxies to attend and vote in his or her stead. A proxy need not be a Unitholder. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he or she specifies the proportion of his or her holding (expressed as a percentage of the whole) to be represented by each proxy.
2. A Unitholder who is a relevant intermediary, entitled to attend and vote at the AGM is entitled to appoint more than two proxies to attend and vote instead of the Unitholder, but each proxy must be appointed to exercise the rights attached to a different Unit or Units held by such Unitholder. Where such Unitholder appoints more than one proxy, the appointment shall be invalid unless the Unitholder specifies the number of Units in relation to which each proxy has been appointed in the Proxy Form (defined below).
10 LIPPO MALLS INDONESIA RETAIL TRUST
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
“Relevant intermediary” means:
(a) a banking corporation licensed under the Banking Act, Chapter 19 of Singapore, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds Units in that capacity;
(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act, Chapter 289 of Singapore, and who holds Units in that capacity; or
(c) the Central Provident Fund Board (“CPF Board”) established by the Central Provident Fund Act, Chapter 36 of Singapore, in respect of Units purchased under the subsidiary legislation made under the Central Provident Fund Act, Chapter 36 of Singapore providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those Units in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
3. The instrument appointing a proxy or proxies (the “Proxy Form”) must be deposited at the office of LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte Ltd, 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 not less than seventy-two (72) hours before the time appointed for holding the AGM.
4. A corporation, being a Unitholder, may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representatives at the AGM and the person so authorised shall upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.
ANNUAL REPORT 2019 11
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a Unitholder (i) consents to the collection, use and disclosure of the Unitholder’s personal data by LMIR Trust (or its agents) for the purpose of the processing and administration by LMIR Trust (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for LMIR Trust (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the Unitholder discloses the personal data of the Unitholder’s proxy(ies) and/or representative(s) to LMIR Trust (or its agents), the Unitholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by LMIR Trust (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Unitholder will indemnify LMIR Trust in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Unitholder’s breach of warranty.
12 LIPPO MALLS INDONESIA RETAIL TRUST
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
PRECAUTIONARY MEASURES FOR COVID-19
In view of the COVID-19 situation, the following precautionary measures will be put in place for the Eleventh Annual General Meeting (the “AGM”) of the holders of Lippo Malls Indonesia Retail Trust (“LMIR TRUST”).
(a) Unitholders attending the AGM will undergo a temperature check to be carried out by Mandarin Orchard. Any Unitholder with presence of fever (37.5 °C and above) will not be permitted to enter Mandarin Orchard.
(b) Unitholders will be required to complete a health and travel declaration form by LMIR Trust (or its agents) to declare your recent travel history and provide contact details for the purpose of contact tracing, if required. We may also at our discretion deny entry to persons exhibiting cough and/or flu like symptoms. If you feel unwell or experience any COVID-19 symptoms, please do seek medical attention immediately, and take time to rest and fully recuperate at home. This exercising of social responsibility will help prevent the spread of viruses in shared spaces such as the meeting venue.
(c) To minimize contact between individuals, no food will be served at the AGM.
We request that you please arrive early for the AGM in order not to delay registration process due to the above precautionary measures in place.
We seek the understanding and cooperation of all Unitholders.
PR
OX
Y F
OR
MA
NN
UA
L G
EN
ER
AL
ME
ET
ING
IMP
OR
TAN
T:1.
A
rel
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t in
term
edia
ry m
ay a
pp
oin
t m
ore
tha
n tw
o p
roxi
es t
o a
tten
d t
he
Ann
ual
Gen
eral
Mee
ting
(“A
GM
”) a
nd v
ote
(p
leas
e se
e N
ote
2 f
or
the
def
init
ion
of
“rel
evan
t in
term
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.2.
Fo
r in
vest
ors
who
hav
e us
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heir
CPF
mon
ies
to b
uy u
nits
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po
Mal
ls
Ind
ones
ia R
etai
l Tru
st, t
his
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ual R
epor
t is
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ard
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at t
he re
que
st
of t
he C
PF A
pp
rove
d N
omin
ees
and
is s
ent
FOR
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RM
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ON
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LY.
3.
This
Pro
xy F
orm
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ot v
alid
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se b
y C
PF
Inve
sto
rs a
nd s
hall
be
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fect
ive
for
all i
nten
ts a
nd p
urp
ose
s if
used
or
is p
urp
ort
ed t
o b
e us
ed b
y th
em.
4.
PLE
ASE
RE
AD
TH
E N
OTE
S TO
TH
E P
RO
XY
FO
RM
.
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sona
l Dat
a P
riva
cyB
y su
bm
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ng a
n in
stru
men
t ap
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ng a
pro
xy(ie
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nd/o
r re
pre
sent
ativ
es(s
), th
e un
itho
lder
acc
epts
and
ag
rees
to
the
per
sona
l dat
a p
riva
cy t
erm
s se
t o
ut in
th
e N
oti
ce o
f A
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dat
ed 2
0 M
arch
202
0.
LIP
PO
MA
LLS
IND
ON
ESI
A R
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IL T
RU
ST(C
ons
titu
ted
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he R
epub
lic o
f Si
ngap
ore
pur
suan
t to
a
trus
t d
eed
dat
ed 8
Aug
ust
2007
(as
amen
ded
))
I/W
e
(Nam
e)
of
(A
dd
ress
)
bei
ng a
uni
tho
lder
/uni
tho
lder
s o
f Li
pp
o M
alls
Ind
one
sia
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ail T
rust
(“LM
IR T
rust
”), h
ereb
y ap
po
int:
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eN
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rt N
umb
erP
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ort
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tho
ldin
gs
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ts%
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eN
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ort
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ts%
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ss
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th o
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hom
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ling
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e C
hair
man
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ting
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our
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xy/p
roxi
es t
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tten
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nd t
o v
ote
fo
r m
e/us
on
my/
our
b
ehal
f at t
he A
GM
of L
MIR
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st to
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held
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sday
, 23
Ap
ril 2
020
at 9
:30
a.m
. at M
and
arin
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lroo
m 3
, Lev
el 6
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n To
wer
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rcha
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oad
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/We
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xies
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te fo
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bst
ain
fro
m v
oti
ng o
n th
e R
eso
luti
ons
to b
e p
rop
ose
d a
t the
AG
M a
s in
dic
ated
her
eund
er. I
f no
sp
ecifi
c d
irect
ion
as t
o v
oti
ng is
giv
en, t
he p
roxy
/pro
xies
may
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te o
r ab
stai
n fr
om
vo
ting
at
his/
her/
thei
r d
iscr
etio
n, a
s he
/she
/the
y m
ay
on
any
oth
er m
atte
r ar
isin
g a
t th
e A
GM
.
No
.R
eso
luti
ons
rel
atin
g t
o:
No
. of
vote
s‘F
or’
*N
o. o
f vo
tes
‘Ag
ains
t’*
Ab
stai
n*
Ord
inar
y B
usin
ess
1To
rece
ive
and
ad
op
t the
Rep
ort
of t
he T
rust
ee, t
he S
tate
men
t by
the
Man
ager
, th
e A
udit
ed F
inan
cial
Sta
tem
ents
of
LMIR
Tru
st f
or
the
finan
cial
yea
r en
ded
31
Dec
emb
er 2
019
and
the
Aud
ito
rs’ R
epo
rt t
here
on
(Ord
inar
y R
eso
luti
on)
2To
re-
app
oin
t R
SM C
hio
Lim
LLP
as
Aud
ito
rs o
f LM
IR T
rust
and
aut
hori
se t
he
Man
ager
to
fix
the
Aud
ito
rs’ r
emun
erat
ion
(Ord
inar
y R
eso
luti
on)
Spec
ial B
usin
ess
3To
aut
hori
se th
e M
anag
er to
issu
e ne
w U
nits
and
to m
ake
or g
rant
co
nver
tib
le
inst
rum
ents
(Ord
inar
y R
eso
luti
on)
4To
ap
pro
ve th
e p
rop
ose
d U
nit B
uy-B
ack
Trus
t Dee
d S
upp
lem
ent.
(Ext
rao
rdin
ary
Res
olu
tio
n)
5To
ap
pro
ve t
he U
nit
Buy
-Bac
k M
and
ate.
(Ord
inar
y R
eso
luti
on)
* If
you
wis
h to
exe
rcis
e al
l yo
ur v
otes
“Fo
r” o
r “A
gai
nst”
the
res
olut
ion
or a
bst
ain
from
vot
ing
on
the
reso
lutio
n, p
leas
e tic
k (P
) w
ithin
the
box
pro
vid
ed.
Alte
rnat
ivel
y, p
leas
e in
dic
ate
the
num
ber
of U
nits
in t
he b
oxes
pro
vid
ed.
Dat
ed t
his
d
ay o
f
202
0To
tal n
umb
er o
f U
nits
hel
d
Sig
natu
re(s
) of
Uni
tho
lder
(s)/
Co
mm
on
Seal
of
Co
rpo
rate
Uni
tho
lder
IMP
OR
TAN
T: P
LEA
SE R
EA
D N
OTE
S TO
PR
OX
Y F
OR
M O
N R
EV
ER
SE P
AG
E
IMP
OR
TAN
T: PLE
ASE
RE
AD
THE
NO
TES TO
PR
OX
Y FO
RM
BE
LOW
No
tes to P
roxy Fo
rm1.
A unitho
lder o
f Lipp
o M
alls Indo
nesia Retail Trust (“LM
IR Trust” and
a unithold
er of LM
IR Trust, “U
nithold
er”) who
is not a relevant interm
ediary entitled
to
attend the m
eeting and
vote is entitled
to ap
po
int not m
ore than tw
o p
roxies to
attend and
vote instead
of the U
nithold
er. A p
roxy need
not b
e a Unitho
lder.
Where a U
nithold
er app
oints m
ore than o
ne pro
xy, the app
ointm
ents shall be invalid
unless the Unitho
lder sp
ecifies the pro
po
rtion o
f the Unitho
lder’s ho
lding
s (exp
ressed as a p
ercentage o
f the who
le) to b
e represented
by each p
roxy.
2. A
Unitho
lder w
ho is a relevant interm
ediary entitled
to attend
the meeting
and vo
te is entitled to
app
oint m
ore than tw
o p
roxies to
attend and
vote instead
of the
Unitho
lder, b
ut each pro
xy must b
e app
ointed
to exercise the rig
hts attached to
a different U
nit or U
nits held b
y such Unitho
lder. W
here such Unitho
lder ap
po
ints m
ore than o
ne pro
xy, the app
ointm
ents shall be invalid
unless the Unitho
lder sp
ecifies the numb
er of U
nits in relation to
which each p
roxy has b
een app
ointed
.
“Relevant interm
ediary” m
eans:(a)
a banking
corp
oratio
n licensed und
er the Banking
Act, C
hapter 19 o
f Singap
ore o
r a who
lly ow
ned sub
sidiary o
f such a banking
corp
oratio
n,(b
) a p
erson ho
lding
a capital m
arkets services licence to p
rovid
e custod
ial services for securities und
er the Securities and Futures A
ct, Chap
ter 289 of
Singap
ore and
who
hold
s Units in that cap
acity; or
(c) the C
entral Pro
vident Fund
Bo
ard (“C
PF B
oard
”) established
by the C
entral Pro
vident Fund
Act, C
hapter 36 o
f Singap
ore, in resp
ect of U
nits purchased
und
er the subsid
iary legislatio
n mad
e under the C
entral Pro
vident Fund
Act, C
hapter 36 o
f Singap
ore p
rovid
ing fo
r the making
of investm
ents from
the co
ntributio
ns and interest stand
ing to
the credit o
f mem
bers o
f the Central P
rovid
ent Fund, if the C
PF B
oard
hold
s those U
nits in the capacity o
f an interm
ediary p
ursuant to o
r in accord
ance with that sub
sidiary leg
islation.
3. The instrum
ent app
ointing
a pro
xy (the “Pro
xy Form
”) must b
e dep
osited
at the Unit R
egistrar’s reg
istered o
ffice at Bo
ardro
om
Co
rpo
rate & A
dviso
ry Services P
te Ltd at 50 R
affles Place, #32-01 Sing
apo
re Land To
wer, Sing
apo
re 048623, not less than 72 ho
urs befo
re the time set fo
r the AG
M.
4. C
om
pletio
n and return o
f the Pro
xy Form
shall not p
reclude a U
nithold
er from
attending
and vo
ting at the m
eeting. A
ny app
ointm
ent of a p
roxy o
r pro
xies shall b
e deem
ed to
be revo
ked if a U
nithold
er attends the m
eeting in p
erson, and
in such event, the LMIR
T Manag
ement Ltd
., in its capacity as m
anager o
f LMIR
Trust (the “M
anager”) reserves the rig
ht to refuse to
adm
it any perso
n or p
ersons ap
po
inted und
er the Pro
xy Form
, to the m
eeting.
5. A
Unitho
lder sho
uld insert the to
tal numb
er of U
nits held. If the U
nithold
er has Units entered
against the U
nithold
er’s name in the D
epo
sitory R
egister
maintained
by The C
entral Dep
osito
ry (Pte) Lim
ited (“C
DP
”), the Unitho
lder sho
uld insert that num
ber o
f Units. If the U
nithold
er has Units reg
istered in the
Unitho
lder’s nam
e in the Reg
ister of U
nithold
ers of LM
IR Trust, the U
nithold
er should
insert that numb
er of U
nits. If the Unitho
lder has U
nits entered ag
ainst the U
nithold
er’s name in the said
Dep
osito
ry Reg
ister and reg
istered in the U
nithold
er’s name in the R
egister o
f Unitho
lders o
f LMIR
Trust, the Unitho
lder
should
insert the agg
regate num
ber o
f Units. If no
numb
er is inserted, this fo
rm o
f pro
xy will b
e deem
ed to
relate to all the U
nits held b
y the Unitho
lder.
6. The P
roxy Fo
rm m
ust be executed
, under the hand
of the ap
po
intor o
r of his/her atto
rney duly autho
rised in w
riting. W
here the Pro
xy Form
is executed b
y a co
rpo
ration, it m
ust be executed
either under its co
mm
on seal o
r under the hand
of its atto
rney or a d
uly authorised
officer.
7. W
here Pro
xy Form
is signed
on b
ehalf of the ap
po
intor b
y an attorney, the p
ow
er of atto
rney or a d
uly certified co
py thereo
f must (failing
previo
us registratio
n w
ith the Manag
er) be lo
dg
ed w
ith the instrument ap
po
inting a p
roxy, failing
which the P
roxy Fo
rm m
ay be treated
as invalid.
8. A
corp
oratio
n, being
a Unitho
lder, m
ay by reso
lution o
f its directo
rs or o
ther go
verning b
od
y authorise such p
erson as it thinks fit to
act as its representative at
the AG
M and
the perso
n so autho
rised shall up
on p
rod
uction o
f a cop
y of such reso
lution certified
by a d
irector o
f the corp
oratio
n to b
e a true cop
y, be entitled
to
exercise the po
wers o
n behalf o
f the corp
oratio
n so rep
resented as the co
rpo
ration co
uld exercise in p
erson if it w
ere an individ
ual.9.
All U
nithold
ers will b
e bo
und b
y the outco
me o
f the AG
M reg
ardless o
f whether they have attend
ed o
r voted
at the AG
M.
10. A
t any meeting
, a resolutio
n put to
the vote o
f the meeting
shall be d
ecided
on a p
oll.
11. O
n a po
ll, every Unitho
lder w
ho is p
resent in perso
n or b
y pro
xy shall have one vo
te for every U
nit of w
hich he is the Unitho
lder. A
perso
n entitled to
mo
re than o
ne vote need
not use all his vo
tes or cast them
the same w
ay.
General
The Manag
er shall be entitled
to reject a P
roxy Fo
rm w
hich is incom
plete, im
pro
perly co
mp
leted o
r illegib
le or w
here the true intentions o
f the app
ointo
r are not
ascertainable fro
m the instructio
ns of the ap
po
intor sp
ecified o
n and/o
r attached to
the Pro
xy Form
. In add
ition, in the case o
f Units entered
in the Dep
osito
ry R
egister; (a) the M
anager m
ay reject a Pro
xy Form
if the Unitho
lder, b
eing the ap
po
intor, is no
t show
n to have U
nits entered ag
ainst the Unitho
lder’s nam
e in the D
epo
sitory R
egister no
t less than 72 hours b
efore the tim
e app
ointed
for ho
lding
the meeting
, as certified b
y CD
P to
the Manag
er; (b) shall b
e entitled and
bo
und
to accep
t as accurate the numb
er of U
nits entered ag
ainst the name o
f that Unitho
lder as sho
wn in the D
epo
sitory R
egister as at the tim
e not earlier than 72 ho
urs p
rior to
the time o
f the meeting
, supp
lied b
y CD
P to
the Manag
er and to
accept the m
aximum
numb
er of vo
tes which in ag
greg
ate that Unitho
lder and
his/her p
roxy/ies (if any) are ab
le to cast o
n po
ll a numb
er which is the num
ber o
f Units entered
against the nam
e of that U
nithold
er as show
n in the Dep
osito
ry Reg
ister, w
hether that numb
er is greater o
r smaller than that sp
ecified b
y the Unitho
lder o
r in the Pro
xy Form
.
BU
SINE
SS RE
PLY
SER
VIC
EP
ER
MIT N
O. 08564
LMIR
T MA
NA
GE
ME
NT LTD
.(The M
anager o
f Lipp
o M
alls Indo
nesia Retail Trust)
c/o B
oard
roo
m C
orp
orate &
Ad
visory Services P
te. Ltd.
50 Raffles P
lace#32-01 Sing
apo
re Land To
wer
Singap
ore 048623
Po
stage w
ill be
paid
by
add
ressee.Fo
r po
sting in
Singap
ore o
nly.
1st fold
here
2nd fo
ld here
3rd fo
ld here
Glue all sid
es firmly. D
o no
t staple o
r spo
t seal.
LIP
PO
MA
LLS
IND
ON
ESI
A R
ETA
IL T
RU
ST(C
ons
titu
ted
in t
he R
epub
lic o
f Si
ngap
ore
pur
suan
t to
a
trus
t d
eed
dat
ed 8
Aug
ust
2007
(as
amen
ded
))
20 M
arch
202
0
Dea
r U
nith
old
er,
Ple
ase
find
enc
lose
d a
co
py
of
the
No
tice
of
Ann
ual
Gen
eral
Mee
ting
and
Pro
xy F
orm
fo
r Li
pp
o M
alls
Ind
one
sia
Ret
ail
Trus
t’s
(“LM
IR T
rust
”) u
pco
min
g 1
1th
Ann
ual G
ener
al M
eeti
ng t
o b
e he
ld o
n Th
ursd
ay, 2
3rd
Ap
ril 2
020.
In l
ine
wit
h LM
IR T
rust
’s s
usta
inab
ility
eff
ort
s to
lim
it p
aper
was
tag
e, w
e ar
e ad
op
ting
an
elec
tro
nic
cop
y o
f LM
IR T
rust
’s a
nnua
l re
po
rt fo
r fin
anci
al y
ear
end
ed 3
1 D
ecem
ber
201
9 (“
Ann
ual R
epo
rt 2
019”
) and
Let
ter
to U
nith
old
ers
dat
ed 2
0 M
arch
202
0, w
hich
ar
e av
aila
ble
on
LMIR
Tru
st’s
web
site
at
http
://l
mir.
liste
dco
mp
any.
com
.
No
neth
eles
s, i
f yo
u w
ish
to r
ecei
ve a
pri
nted
co
py
of
the
Ann
ual
Rep
ort
201
9 an
d L
ette
r to
Uni
tho
lder
s d
ated
20
Mar
ch 2
020,
p
leas
e co
mp
lete
the
Req
uest
Fo
rm b
elo
w a
nd r
etur
n it
to
us
by
mai
l no
late
r th
an M
ond
ay, 6
Ap
ril 2
020.
By
Ord
er o
f th
e B
oar
d
LMIR
T M
anag
emen
t Lt
d.
(Co
mp
any
Reg
istr
atio
n N
o. 2
0070
7703
M)
as m
anag
er o
f Li
pp
o M
alls
Ind
one
sia
Ret
ails
Tru
st
Tan
Lay
Ho
ng
Co
mp
any
Secr
etar
y
RE
QU
ES
T F
OR
MTo
: LM
IRT
Man
agem
ent
Ltd
. (as
man
ager
of
LMIR
Tru
st)
Ple
ase
send
me/
us p
rint
ed c
op
ies
of
LMIR
Tru
st’s
Ann
ual R
epo
rt 2
019
and
Let
ter
to U
nith
old
ers
dat
ed 2
0 M
arch
202
0.
Nam
e(s)
of
Uni
tho
lder
(s):
Ad
dre
ss:
My/
Our
LM
IR T
rust
’s u
nits
are
hel
d u
nder
or
thro
ugh:
[ ]
CD
P S
ecur
itie
s A
cco
unt
Num
ber
16
81
–
[ ]
CP
FIS
Acc
oun
t
Sig
natu
re:
Dat
e:
No
te: W
e re
gre
t th
at in
com
ple
te o
r im
pro
per
ly c
om
ple
ted
fo
rm w
ill n
ot
be
pro
cess
ed. T
his
req
uest
fo
rm is
onl
y va
lid f
or
Ann
ual R
epo
rt 2
019
and
Let
ter
to U
nith
old
ers
dat
ed 2
0 M
arch
202
0.
Per
sona
l dat
a p
riva
cy:
By
sub
mit
ting
thi
s R
eque
st F
orm
, a
Uni
tho
lder
co
nsen
ts t
o t
he c
olle
ctio
n, u
se a
nd d
iscl
osu
re o
f th
e U
nith
old
er’s
per
sona
l d
ata
by
LMIR
Tru
st (
or
its
agen
ts)
for
the
pur
po
se o
f th
e p
roce
ssin
g a
nd a
dm
inis
trat
ion
by
LMIR
Tru
st (
or
its
agen
ts)
of
the
Uni
tho
lder
’s r
eque
st f
or
a p
rint
ed c
op
y o
f th
e A
nnua
l R
epo
rt 2
019
and
Let
ter
to
Uni
tho
lder
s d
ated
20
Mar
ch 2
020,
and
in o
rder
fo
r LM
IR T
rust
(or
its
agen
ts) t
o c
om
ply
wit
h an
y ap
plic
able
law
s, li
stin
g r
ules
, reg
ulat
ions
and
/or
gui
del
ines
.
1st fold
here
2nd fo
ld here
3rd fo
ld here
Glue all sid
es firmly. D
o no
t staple o
r spo
t seal.
BU
SINE
SS RE
PLY
SER
VIC
EP
ER
MIT N
O. 08564
LMIR
T MA
NA
GE
ME
NT LTD
.(The M
anager o
f Lipp
o M
alls Indo
nesia Retail Trust)
c/o B
oard
roo
m C
orp
orate &
Ad
visory Services P
te. Ltd.
50 Raffles P
lace#32-01 Sing
apo
re Land To
wer
Singap
ore 048623
Po
stage w
ill be
paid
by
add
ressee.Fo
r po
sting in
Singap
ore o
nly.
LMIRT MANAGEMENT LTD50 Collyer Quay, #06-07, OUE Bayfront Singapore 049321
Tel (65) 6410 9138 Fax (65) 6509 1824
www.lmir-trust.com