ANNUAL

REPORT
2022

Staying
Focused,
Keeping
Steady.
Contents

01 About Lmir Trust

08 Key Financial
20 Portfolio Overview
22 Portfolio Summary
69 Financial Contents
157 Interested Person
Highlights Transactions
24 Operations Review
09 Unit Price 158 Statistics of Unitholdings
30 Financial Review
Performance
160 Notice of Annual General
10 Significant Events Meeting

34
in FY 2022
Capital Management Proxy Form
12 Letter to Unitholders
36 Risk Management
16 Board of Directors
37 Investor Relations
18 Key Management
38 Corporate Information
39 Trust Structure
40 Sustainability Report
42 Corporate Governance

Mission

We 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

Vision

Lippo Malls Indonesia Retail 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.

Annual Report 2022

About LMIR Trust

Lippo Malls Indonesia Retail Trust (“LMIR Trust” or the “Trust”), the
only Indonesia-exposed retail real estate investment trust listed on
the Singapore Exchange Securities Trading Limited (“SGX-ST”), offers
investors a unique opportunity to participate in the bustling retail
property sector in Southeast Asia’s largest economy.

With presence in key cities in Indonesia, LMIR Trust is able to leverage

Indonesia’s rising affluence and greater consumer spending power.

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 portfolio value through yield-accretive
acquisitions and asset enhancement initiatives.

Portfolio

As at 31 December 2022, LMIR Trust has a portfolio of 29 properties

comprising 22 retail malls (“Retail Malls”) and seven retail spaces located
in other shopping malls (“Retail Spaces”, and collectively with the “Retail
Malls”, the “Properties”). With a total gross floor area (“GFA”) of 1,828,798
square metres and net lettable area (“NLA”) of 951,471 square metres, the
portfolio’s asset value stood at Rp 19,427.8 billion.

LMIR Trust’s assets are strategically located in large middle-class

population catchment areas in Greater Jakarta, Bandung, Yogyakarta,
Medan, Palembang, Bali and Sulawesi, catering mainly to the everyday
needs of middle to upper-middle-income domestic consumers in
Indonesia.

The Properties boast a diversified tenant base of 3,055 tenants including

well-known retailers such as Hypermart, Matahari Department Store
and Sogo, as well as popular consumer brands including Zara, Uniqlo,
H&M, Adidas, Victoria Secret, Giordano, Starbucks, Fitness First, Timezone,
Miniso and Ace Hardware, among others.

The portfolio is defensively placed with staggered lease expiry to ensure a

steady earnings base. LMIR Trust also has a healthy pipeline of retail malls
for acquisition from its sponsor, PT Lippo Karawaci Tbk (“Lippo Karawaci”
or the “Sponsor”).

Sponsor

Lippo Karawaci has the largest and most diversified land bank
throughout Indonesia and is a market leader in mixed-use integrated
developments. Its businesses include residential urban development,
large-scale integrated real estate, hospitals, retail malls, hotels and asset
management.

For its retail malls business, the Sponsor owns and/or manages 59 malls
with total GFA of estimated 3.5 million square metres across Indonesia.

Lippo Malls Indonesia Retail Trust 01

 Properties

29

Net
Lettable
Area

951,471
sqm

Portfolio
Valuation

19,427.8
Rp
billion

Aligning
Strategies

Maintaining
Resilience

02 Annual Report 2022

Lippo Malls Indonesia Retail Trust 03
 Portfolio
Occupancy

80.2%
Tenants

3,055

Shopper
Traffic

110
million

Enhancing
Assets

Sustaining
Growth

04 Annual Report 2022

Lippo Malls Indonesia Retail Trust 05
 Gross
Revenue

S$ 204.7
million
Net
Property
Income

130.5
S$
million

Distribution
Per Unit

0.31
cents

Nurturing
Recovery

Supporting
Communities

06 Annual Report 2022

Lippo Malls Indonesia Retail Trust 07
Key Financial
Highlights
Gross Revenue Net Property Income Distribution to Unitholders
(S$ million) (S$ million) (S$ million)

300 273.0 200 70 64.9

176.2
165.0 58.4
250 230.3 60
204.7
150
130.5 50
200 175.1
104.2 40
148.5
150 100
76.4 26.9
30 23.9
100
20
50 11.7
50 10

0 0 0
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

2018 2019 2020 2021 2022

Selected Statement of Total Return and Distribution Data (S$ million)
Rental Revenue 155.2 155.3 78.3 101.7 119.2
Gross Revenue 230.3 273.0 148.5 175.1 204.7

Net Property Income 165.0 176.2 76.4 104.2 130.5

Income available
for distribution to 58.4 68.3 3.2 – –
Unitholders
Distribution to
58.4 64.9 11.7 26.9 23.9
Unitholders
Earnings Per Unit (cents) 1.52 (0.15) (8.49) (0.68) (0.17)

Selected Statement of Financial Position Data (S$ million)

Total Assets 1,966.2 2,013.0 1,636.6 2,028.8 1,835.7
Total Gross Borrowings 680.0 721.7 685.3 861.6 819.4
Net Assets Value Per
28.66 28.20 17.40 9.49 6.85
Unit (cents)
Units in Issue 2,859,933,585 2,894,902,627 2,926,795,018 7,673,336,012 7,696,809,979
Unitholders’ Funds 819.6 816.3 509.3 728.0 527.0
Investment Properties 1,831.6 1,696.8 1,459.4 1,788.9 1,655.8
Operational Data
Properties 30 30 28 29 29
Portfolio Valuation Rp19,514.0 Rp18,851.8 Rp15,569.0 Rp19,039.9 Rp19,427.8
billion billion billion billion billion
Portfolio Occupancy 92.9% 91.5% 84.5% 80.9% 80.2%
Net Lettable Area 910,749 sqm 913,958 sqm 839,825 sqm 956,632 sqm 951,471 sqm
Tenants 3,697 3,767 2,927 3,010 3,055
Annual Shopper Traffic 170 million 168 million 79.6 million 82.7 million 109.5 million

08 Annual Report 2022

 2018 2019 2020 2021 2022

Key Financial Indicators

Distribution Per Unit (cents) 2.05 2.23 0.34 0.35 0.31
% of Total Assets that are Unencumbered
100% 100% 100% 100% 100%
(%)
Aggregate leverage (%) 34.6% 35.9% 41.9% 42.5% 44.6%
Interest Coverage (times) – Consolidated
NPI over consolidated interest expenses in
4.4 4.1 1.8 1.9 2.3
accordance with the financial covenants
of loan facilities
Interest Coverage (times) – Ratio of EBITDA
over consolidated interest expenses (excludes
4.5 3.9 1.4 1.6 2.1
finance lease interest expenses under FRS
116) in accordance with MAS Guidelines
Adjusted Interest Coverage (times) – Ratio of
EBITDA over consolidated interest expenses
(excludes finance lease interest expenses
3.0 2.7 1.0 1.2 1.7
under FRS 116) in accordance with MAS
Guidelines includes distribution to perpetual
securities holders
Average Cost of Debt (%) 4.7% 6.1% 5.8% 6.6% 7.3%

Unit Price and Trading Volume FY 2018 FY 2019 FY 2020 FY 2021 FY 2022
Closing Unit Price For The Period 18.2 22.5 6.2 5.4 3.0
(Singapore cents)
Highest Closing Unit Price 42.0 25.5 23.5 7.2 6.0
(Singapore cents)
Lowest Closing Unit Price 18.0 18.3 6.1 4.9 2.9
(Singapore cents)
Daily Average Trading Volume (million) 4.5 2.6 8.3 8.7 3.7
Market Capitalisation (S$’million) 520.5 651.4 181.5 414.4 230.9

Trading Performance in 2022

(S$) (million units)

0.070 250.0

0.060
200.0
0.050

0.040 150.0

0.030 100.0
0.020
50.0
0.010

0.000 0.0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Volume (million units) Unit price as at last trading day of the month (S$)

Lippo Malls Indonesia Retail Trust 09

Significant FEBRUARY

Events 22 4Q 2021 results announcement,

declared DPU of 0.09 Singapore
IN FY2022
cents

APRIL

29 Convened 13th Annual General

Meeting via electronic means

1Q 2022 results announcement,

declared DPU of 0.09 Singapore
cents

10 Annual Report 2022

JUNE NOVEMBER

22 Moody’s downgraded the

corporate family rating of LMIR
09 3Q 2022 results announcement,
declared DPU of 0.09 Singapore
Trust and the backed senior cents
unsecured bond issued by LMIRT
Capital Pte. Ltd., to B2 from B1 with
negative outlook
16 Moody’s downgraded the
corporate family rating of LMIR
Trust and the backed senior
JULY unsecured bond issued by LMIRT
Capital Pte. Ltd., to B3 from B2
07 Fitch downgraded LMIR Trust’s
Long Term Issuer Default Ratings
with negative outlook

(IDR) and senior unsecured notes

to ‘B’ from ‘B+’ with stable outlook
and a recovery rating of ‘RR4’ 28 Fitch downgraded LMIR Trust’s
Long Term Issuer Default Ratings
respectively
(IDR) and senior unsecured notes
to ‘B-’ from ‘B’ with negative
AUGUST
outlook and a recovery rating of
‘RR4’ respectively

08 2Q 2022 results announcement,

declared DPU of 0.09 Singapore
cents DECEMBER

19 Reset the distribution rate for

S$120.0 million subordinated
OCTOBER
perpetual securities to 8.096%
per annum
21 Obtained a bridging loan facility
of up to S$67.5 million

28 Repurchase and cancellation of

US$18.3 million of the US$200.0
million 7.50% Guaranteed Senior
Notes due 2026, issued on 9
February 2021 by LMIRT Capital
Pte. Ltd.

Lippo Malls Indonesia Retail Trust 11

Letter to
Unitholders
Dear Unitholders

Rental revenue for the year Since early 2020, the unprecedented
disruptions from the pandemic have
increased 17.2% to S$119.2 million resulted in the need to proactively
change and adapt in an unstable
compared to S$101.7 million in operating environment whilst
maintaining sustainable financial
the previous year (“FY 2021”), performance. In 2022, as we gradually
emerged from the shadows of
while gross revenue rose 16.9% the pandemic, and together with
to S$204.7 million from S$175.1 improving operating conditions, the
Trust reported operating financial
million in FY 2021. growth for the financial year ended 31
December 2022 (“FY 2022”). However,
current macro-environmental
factors, particularly rising interest
rates and fluctuating exchange rates
have impacted the Trust’s overall
performance for the year.

The onset of COVID-19 resulted in

us quickly adapting to the broad-
based disruptions to our operations.
Indonesia’s swift implementation of
its vaccination programme resulted
in more than 80% of its population
having received its first vaccine
dose and over 55% the second dose
as of January 20231. Together with
stabilising COVID-19 situation, lower
number of cases and hospitalisation
reported, Indonesia gradually
transitioned to an endemic phase
with the easing of many social
mobility restrictions during the
year and finally lifted all remaining
restrictions at the end of 2022.
From Left:
The easing of restrictions, particularly
Mr Liew for malls, have allowed our malls
Chee Seng James and retail spaces to return to normal
Executive Director and operating hours and at full capacity
Chief Executive Officer without having to restrict the
number of shoppers to our malls.
The underlying performance of our
Mr Murray resilient and well-diversified portfolio
Dangar Bell of 29 retail assets, strategically
Chairman and located in densely populated areas
Lead Independent Director across Indonesia, have shown steady
year-on-year (“YoY”) improvement.
However, the Trust continues to
face occupancy and operational
challenges in certain markets and
segments.

(1) 7 January 2023, Cabinet Secretariat of

the Republic of Indonesia - Indonesia
among world’s top 5 countries with
highest vaccination coverage
12 Annual Report 2022
We were able to significantly registered a gradual recovery in Net Property
reduce our rental reliefs and footfall, which improved 32.5%
Income
service charge discounts to our YoY to 109.5 million shoppers

S$130.5m
tenants to close FY 2022 with compared to 82.7 million in 2021
improved top-line performance and recovered to 65.1% of pre-
despite a 10.7% depreciation in COVID levels in 2019. Following
Indonesia Rupiah (“IDR”) against the lifting of all remaining social FY 2021: S$104.2m
the Singapore Dollar (“SGD”)2, restrictions in Indonesia at the
which is the Trust’s reporting end of 2022, shopper traffic in
currency. January recovered to 71% of pre-
COVID levels, with a couple of Gross
Rental revenue for the year malls exceeding traffic registered Revenue
increased 17.2% to S$119.2 million in 2019.
compared to S$101.7 million in
the previous year (“FY 2021”), Although our portfolio occupancy S$204.7m
while gross revenue rose 16.9% has not returned to pre-COVID
to S$204.7 million from S$175.1 levels, taking into consideration FY 2021: S$175.1m
million in FY 2021. The quantum how businesses have suffered
in IDR terms was higher, an because of the pandemic, our
increase of 20.0% to Rp1,283.0 proactive actions to extend
million for rental revenue and rental discounts and waivers
19.8% to Rp2,203.2 million for gross to support tenants who were
revenue. adversely impacted had led to the instance, the vacated spaces by
retention of many of our existing supermarkets could present an
Correspondingly, net property tenants and maintain occupancy opportunity for us to convert these
income improved 25.2% to S$130.5 at an average of 80% during the spaces to specialty units which
million from S$104.2 million in FY pandemic. In FY 2022, the Trust will bolster our retail offerings at
2021, largely from higher revenue managed to keep occupancy higher rental rates. Together with
and a net reversal of allowance at 80.2% and renewed 71.6% of our mall operator, we are also
for impairment loss on trade expired leases at a positive rental focusing on renewing expiring
receivables as collections from reversion of 1.7%. New leases leases and improving tenant
tenants improved during the year. secured in FY 2022 were 66,066 mix to bring in new and exciting
In IDR, the increase was 28.2% to square metres, contributing to brands in different trade sectors
Rp1,404.3 million from Rp1,095.2 6.9% of occupancy. to provide shoppers with a more
million in FY 2021. holistic shopping experience.
While the operating conditions These initiatives continue to be
Against the current are gradually improving with the supported by our marketing
macroenvironment headwinds, return of shoppers, the perils of campaigns and events to attract
the Trust has exercised prudence the last two years have left some shoppers back to our malls.
to conserve cash and focus businesses still struggling from
on measures to address its the aftermath of the pandemic, in To maximise the value of our
indebtedness due in 2023 and particular supermarkets operating malls, we continue to explore
2024 by substantially reducing within retail malls. . Additionally, opportunities to optimise mall
its fourth quarter distribution to our malls in Bandung, Bali, space through strategic asset
report a distribution to Unitholders Bogor and Yogyakarta are still enhancement initiatives (“AEI”).
of S$23.9 million in FY 2022, with performing below expectations The extensive refurbishment works
annualised distribution per unit of due to either increased at one of our biggest upmarket
0.31 Singapore cents, compared to competition from newer malls in malls, Sun Plaza in Medan, were
S$26.9 million and 0.35 Singapore the areas or lack of international completed in 2022. An additional
cents respectively in FY 2021. tourists in the Bali province. scope of converting the rooftop
parking spaces into an alfresco
Staying Vigilant The Trust will continue to navigate dining area with an eclectic
these footfall and occupancy food and beverage selection in
Alongside the lifting of restrictions rate challenges and maximise a lush tropical garden setting,
during the year, our malls also opportunities where possible. For is in progress with expected

(2) The exchange rates of FY 2022 and FY 2021 were Rp/S$ 11,659.08 and 10,533.77 respectively.

Lippo Malls Indonesia Retail Trust 13

Letter to
Unitholders
Against this backdrop, we are
Indonesia’s economic growth exercising extra caution with our
capital management and taking
was at a nine-year high of 5.31% strategic and drastic measures
to maintain a sustainable capital
in 2022 compared to 3.69% in structure as well as to improve
2021, supported by high global our financial flexibility. As a first
step, distribution to Unitholders
commodities prices amid Russia- was substantially reduced in the
fourth quarter of 2022 and the
Ukraine war. Trust has also recently announced
that it had ceased distributions to
the holders of the S$140,000,000
perpetual securities. Due to
the distribution stopper on
perpetual securities, this would
completion by the fourth quarter heart of Jakarta’s Central Business also restrict the ability of LMIR
of 2023. Similarly, the major District, for a major refurbishment Trust to make future distributions
refurbishment works at Gajah to commence in early 2024. to its Unitholders. These are
Mada Plaza are more than 80% severe actions which are however
completed. Located in the heart Staying Prudent necessary to stabilise the Trust
of Jakarta’s bustling Chinatown as we navigate the uncertain
and commercial area, the mall As we endeavour to overcome environment to improve our
refurbishment is expected to be our operational challenges, our capital structure and the overall
completed with official opening in financial flexibility is further long-term performance of the
the fourth quarter of 2023. compounded by the current Trust.
macroeconomic landscape,
While we continue to implement particularly the inflationary and We remain in active discussion
these strategic actions to support rising interest rates environment, with our longstanding
the recovery of the Trust, it is foreign exchange volatility and relationship banks on our
important to acknowledge that tightening credit market. The needs to refinance and/or
the financial benefits from these situation is further exacerbated extend the bank loans due in
positive actions will take time to by the depreciation of IDR against 2023 and 2024. Our immediate
reach fruition. However, positive SGD which resulted in an increase focus is continuing to develop
results have already been achieved in the Trust’s leverage ratio to a comprehensive solution to
in both Sun Plaza and Gajah 44.6% as at 31 December 2022, and reduce our gearing and achieve
Mada Plaza as a result of the the recent downgrading of LMIR a sustainable capital structure,
redevelopment works. In addition, Trust’s credit ratings has made beginning with the refinancing/
Sun Plaza, together with Lippo it even more challenging for the extension of total outstanding
Mall Puri, have recently earned Trust to access the debt market. bank loans.
the Trust’s first green building
certification from EDGE3.

We will continue to look at

opportunities to either explore
more AEIs in more mature assets
or divest non-core and non-
strategic assets, similar to Pejaten
Village and Binjai Supermall in
2020. On AEI, we have earmarked,
The Plaza Semanggi, part of a
mixed development located in the

(3) EDGE - Excellence in Design for Greater

Efficiencies - is a green building
standard and global certification
system developed by the International
Finance Corporation, a member of the
World Bank Group.

14 Annual Report 2022

 New Leases Secured domestic product growth slowed to our Unitholders who have
to 5.01% compared to 5.72% stood by us as we navigated the
In FY 2022: in the third quarter, with the adversity of the pandemic, and

66,066 sqm
government expecting economic we seek your continued support
activity to moderate in 2023 as we navigate the ensuing
on looming global economic macroenvironmental concerns.
downturn and continued We remain steadfast in our
inflationary pressures4. commitment to drive recovery, to
stabilise the Trust and to provide
Indonesia’s central bank, Bank sustainable returns in the long
Renewal Of Indonesia, forecasts that the run.
Expired Leases: country’s economy is expected to

71.6%
grow between 4.5%-5.3% in 2023 To our fellow Board members,
and will be supported by several management team and
important sectors, including employees we want to express
commodities, inf rastructure our appreciation for your
development, tourism, and unwavering dedication and
manufacturing of high-value hard work. Specifically, we wish
products, such as electric vehicle to thank Mr. Sandip Talukdar
During the year, to insulate batteries5. Bank Indonesia has who has stepped down as
the Trust from the impact of also raised its benchmark interest Independent Director in March
fluctuating foreign currencies and rate for a sixth consecutive 2023, for his invaluable counsel
interest rates, the Trust entered month in January 2023 to a during his tenure with the Trust.
into various hedging contracts to three-year high of 5.75%, to tame
mitigate its exposure to currency inflation6. To our Sponsor, bankers, business
volatility, as well as restructured partners and shoppers, your
its loan interest rates to the On the sustainability front, unfailing support is greatly
Singapore Overnight Rate Average the Trust took a significant appreciated.
(“SORA”) interest rate benchmark. step in its climate journey by
developing a Green Financing Thank you again to our
The Trust ended the year with Framework (scheduled to be Unitholders and all our
an improved interest coverage finalised by Financial Year stakeholders for your continued
of 2.32 times compared to 1.91 2023) to support the financing support and we will continue to
times in FY 2021, while average of projects relating to energy update all on the progress during
debt maturity stood at 1.86 conservation and climate change 2023.
years. As at 31 December 2022, mitigation. Additionally, along
we generated net positive cash with our Sponsor, LMIR Trust
flow from operating activities of is currently working with an
S$137.2 million and cash and cash external consultant to lay out an
equivalents stood at S$111.0 million. actionable roadmap to reduce Mr Murray Dangar Bell
100% of our portfolio remained emissions, to implement new Chairman and Lead Independent
unencumbered. initiatives to manage identified Director
climate-related risks and to
work towards achieving more Mr Liew Chee Seng James
Outlook green certifications for our malls Executive Director and Chief
by delivering and fulfilling the Executive Officer
Indonesia’s economic growth sustainability standards and
was at a nine-year high of 5.31% criteria for these certifications.
in 2022 compared to 3.69% in
2021, supported by high global Acknowledgements
commodities prices amid Russia-
Ukraine war. However, the First and foremost, we would
country’s fourth quarter gross like to extend our gratitude

(4) 6 February 2023, Reuters – Indonesia’s 2022 GDP growth races to a 9-year high on resource boom
(5) 7 February 2023, Bank Indonesia – Bank Indonesia projects 4.5%-5.3% economic growth and inflation to return to the 3.0% target
range in 2023
(6) 19 January 2023, Nikkei Asia - Bank Indonesia lifts benchmark rate to over 3-year high of 5.75%

Lippo Malls Indonesia Retail Trust 15

Board of 1 2
Directors

3 4 5

1 Mr Murray Dangar Bell

Chairman, Lead Independent Director 2 Mr Liew Chee Seng James
Executive Director and Chief Executive Officer

Date of Appointment Date of Appointment

• As Lead Independent Director on 1 November 2019 As Executive Director on 31 December 2019
• As Chairman on 31 December 2019
Directorships in Listed Companies only: Nil
Board Committee
Principal Commitments(1):
• Chairman of Nominating & Remuneration
• LMIRT Management Ltd (as Manager of LMIR Trust),
• Member of Audit & Risk
Executive Director and Chief Executive Officer
Directorships in Listed Companies only: Nil
Past Directorships in Listed Companies only: Nil
Principal Commitments(1)
• Chairman and Independent Director, Keneco Property Mr Liew joined the Manager in June 2018 as Chief
Pty Ltd Operating Officer, appointed as Deputy Chief
Executive Officer in October 2018 and subsequently as
Past Directorships in Listed Companies only: Nil Chief Executive Officer in May 2019.
Mr Bell has more than 30 years of experience in Prior to joining the Manager, Mr Liew was Senior
commercial real estate management, primarily in Director, Corporate Finance and Asset Enhancement
shopping malls management in the Asia Pacific and at Lippo Group from September 2015 to May 2018,
Middle East regions. He is also a proven commercial where he worked on various real estate projects
business leader with extensive experience in leading, in Indonesia. Mr Liew has more than 20 years of
managing and driving change management in both experience in the finance and real estate industries,
large and smaller property groups. having served in various capacities with Temasek
Holdings, United Overseas Bank, UOB Asset
Mr Bell held senior leadership roles with leading real
Management and Raiffeisen Bank.
estate organisations and a small privately-owned
group, which included Al Futtaim Group Real Estate, Mr Liew obtained his Master of Business
United Arab Emirates, AMP Capital Shopping Centres, Administration (Strategic Management) and Bachelor
Australia, Lippo Karawaci, Indonesia, Majid Al Futtaim, of Business, Banking and Finance (First Class
United Arab Emirates, Jones Lang LaSalle, South Korea, Honours) from the Nanyang Technological University.
Lend Lease Retail, Australia and Intergen Property
Group.

Mr Bell holds a Bachelor of Arts, majoring in Economics

and Law from the University of Sydney, Australia.

16 Annual Report 2022

3 Ms Gouw V Ven
• Osteopore Ltd, Executive Chairman and Director
Independent Director • 9R Limited (formerly Viking Offshore and Marine
Limited), Independent Non-Executive Director
Principal Commitments(1):
Date of Appointment
• Director, Apeiron Agrocommodities Pte Ltd
• As Executive Director and Chief Executive Officer • Director, Avalon Partners Pte Ltd
on 5 October 2018
Past Directorships in listed companies only:
• As Non-Executive Non-Independent Director
• LCT Holdings Limited, Independent Director
on 31 December 2019
(2019 to 2021)
• Redesignated as Independent Director
on 31 March 2023 Mr Leong has considerable corporate, management
Board Committee and directorship experience in a broad range of
• Member of Nominating & Remuneration functions and industries having undertaken several
• Member of Audit & Risk (with effect from C-suites roles (Chairman, CEO, COO & CFO) in several
31 March 2023) private as well as listed companies. Mr Leong presently
serves as Non-Executive & Independent Director in
Directorships in Listed Companies only: Nil several Singapore and Australian listed companies.
Principal Commitments(1): Nil
Mr Leong is a Chartered Accountant of the Institute
Past Directorships in Listed Companies only: Nil of Singapore Chartered Accountants (ISCA), a Fellow
of the Association of Chartered Certified Accountants
Ms Gouw was formerly the CEO of the Manager (ACCA) and a Member of the Singapore Institute of
from 2007 to April 2013, and Executive Director till Directors (SID).
March 2017. She returned as CEO from October 2018

5
to May 2019 and remained as Executive Director till
Mr Sandip Talukdar
December 2019.
Independent Director2
Ms Gouw has more than 30 years of experience
in management, marketing and sales in the real
estate industry. She played a pivotal role as President Date of Appointment
Director of Lippo Karawaci, in propelling the Group • As Independent Director on 15 July 2020
into the largest listed property company in Indonesia Board Committee
by asset size. • Member of Audit & Risk
• Member of Nominating & Remuneration
During her tenure, she was integral in identifying retail
properties for Lippo Karawaci to invest, enhancing Directorships in Listed Companies only: Nil
assets and ensuring the delivery of development Principal Commitments(1):
projects, which span across diverse real estate sectors • Singapore Gymnastics, Audit & Risk
throughout Indonesia. Sub-Committee member
Ms Gouw graduated from the University of New South Past Directorships in Listed Companies only: Nil
Wales, Australia, with a degree in Computer Science
and Statistics. Mr Talukdar has over 20 years of experience in finance
and investment banking. He was previously the Chief
Financial Officer of the manager of Prime US REIT.
4 Mr Mark Leong Kei Wei
Independent Director
Prior to this, he was the head of equity corporate
finance for South East Asia for Standard Chartered
Bank and co-head of corporate finance for South East
Asia for Credit Suisse. He has also held positions in
Date of Appointment
investment banking at Dresdner Kleinwort Wassertein
• As Independent Director on 15 July 2020
and Merrill Lynch. Mr Talukdar has extensive expertise
Board Committee in corporate finance and equity, debt and merger and
• Chairman of Audit & Risk acquisition transactions.
• Member of Nominating & Remuneration (with
effect from 31 March 2023) Mr Talukdar obtained a Master of Business
Administration (Palmer Scholar) from The Wharton
Directorships in Listed Companies only: School, University of Pennsylvania, and a Bachelor of
• Catalano Seafood Ltd, Non-Executive Director Business Administration (with distinction) from the
• MDR Limited, Lead Independent Director University of Michigan.
• HS Optimus Holdings Limited (formerly known as
KLW Holdings Limited), Independent Director

1
Code of Corporate Governance indicates the term “principal commitments” include all commitments which involve significant time
commitment such as full-time occupation, consultancy work, committee work, non-listed company board representations and directorships
and involvement in non-profit organisations. Where a director sits on the boards of non-active related corporations, those appointments should
not normally be considered principal commitments.
2
Mr Sandip stepped down as Independent Director of the Manager on 31 March 2023 and accordingly relinquished his membership on the Audit
& Risk Committee and Nominating & Remuneration Committee.

Lippo Malls Indonesia Retail Trust 17

Key
Management

Mr Liew Chee Seng James Mr Wong Yoon Thim Mr Cheng Jih Min
Executive Director and Chief Financial Officer Senior Asset Director
Chief Executive Officer

Please refer to page 16 for Mr Wong joined the Manager in Mr Cheng joined the Manager in
Mr Liew’s bio. July 2021. He has more than 15 March 2021. He has more than 30
years of experience as a CFO of years of experience in property
listed companies in Singapore management, asset management,
and Hong Kong, with in-depth and development of integrated
knowledge of the listing rules of retail, commercial, mixed-use, and
both the Singapore and the Hong township projects in Singapore,
Kong Stock Exchanges, as well as Malaysia and Indonesia. Prior to
corporate governance practices joining the Manager, he spent
and guidelines. Prior to joining the eight years in Malaysia in senior
Manager, Mr Wong spent eight management roles with leading
years with a SGX Mainboard-listed property developers across
company in the construction and residential, commercial, and retail
manufacturing sector. He has a real estate.
strong track record in fundraising,
merger and acquisitions, corporate Mr Cheng holds a Master of
and operational restructuring Business Administration from
exercises. the University of Leicester, United
Kingdom and a Bachelor of
Mr Wong is a Chartered Science in Estate Management
Accountant and a member of the from the National University
Institute of Singapore Chartered of Singapore. He has obtained
Accountants. the Professional Certificate
in Real Estate Investing from
the Singapore Management
University. He is a member
of the Singapore Institute
of Directors, a Green Mark
Accredited Professional (Facilities
Management), and a certified
Marshall Goldsmith Executive
Coach.

18 Annual Report 2022

Mr Heng Shao Sheng Ms Lim Chin Ni Ms Jessie Setiono
Director, Sustainability Financial Controller Senior Manager, Legal and
Compliance

Mr Heng joined the Manager in Ms Lim joined the Manager Ms Setiono joined the Manager
April 2017 as Director of Asset as Financial Controller in June in December 2020 and supports
Management before resuming his 2022 and oversees the financial the activities of the Manager in
current role in June 2022, where reporting, taxation, treasury the areas of legal and compliance.
he oversees the development and risk management, capital Prior to joining the Manager,
and implementation of LMIR management and asset acquisition Ms Setiono was with HHP Law
Trust’s sustainability strategy. Mr activities of LMIR Trust. Ms Lim has Firm (part of Baker McKenzie) in
Heng has more than 15 years of more than 20 years of experience Indonesia, specialising in capital
experience in the banking and in accounting and finance related market and investment funds. She
finance industry covering areas work. Prior to joining the Manager, assisted in several high-profile
such as management information Ms Lim was the Financial Controller sovereign bond transactions
services, operations control, of Dasin Retail Trust Management and advisory relating to DIRE
accounting and finance. Prior Pte Ltd, the Trustee-Manager of (Indonesian equivalent of REITs).
to joining the Manager, he was Dasin Retail Trust from October Ms Setiono has a Master of Law in
Deputy Head of Accounting and 2017 to May 2022. From September International Trade, Investment
Finance at Raiffeisen Banking 2016 to September 2017, Ms Lim was and Competition Law and a
International. He started his career an Assistant Financial Controller Bachelor of Law in Business
with BNP Paribas and has also with QAF Limited. From October Law from the Universitas Pelita
worked for ABN Amro. 2008 to August 2016, Ms Lim was a Harapan, Jakarta, Indonesia, as
Finance Manager with a family- well as a Bachelor of Commerce
Mr Heng graduated with owned retail chain in Malaysia. Ms in Management from the Curtin
a Bachelor of Business in Lim began her career as an auditor University of Technology, Perth,
Accountancy from RMIT University in several accounting firms and Australia.
and is a Fellow of CPA Australia was an Audit Manager with KPMG
(FCPA). He also obtained his Singapore from November 2004 to
Executive Certificate in Real September 2008.
Estate Finance from the National
University of Singapore. Ms Lim is a Chartered Accountant
of the Institute of Singapore
Chartered Accountants and a
fellow member of the Association
of Chartered Certified Accountants
(FCCA). She graduated with
a Bachelor of Arts (Hons) in
Accounting and Finance from
London South Bank University in
2000.

Lippo Malls Indonesia Retail Trust 19

Portfolio
Overview

2
11

3
5
4 7
6 8 9

10

20 Annual Report 2022

1 Medan 4 Bandung

SUN PLAZA ISTANA PLAZA

Jalan Haji Zainul Arifin Medan Jalan Pasir Kaliki, Bandung

PLAZA MEDAN FAIR BANDUNG INDAH PLAZA

Jalan Jendral Gatot Subroto Jalan Merdeka, Bandung
No. 30 Medan

GRAND PALLADIUM UNITS

Jalan Kapt. Maulana Lubis
5 Semarang

2 Palembang JAVA SUPERMALL UNITS

Jalan MT Haryono,
Semarang
PALEMBANG ICON
Jalan POM IX, Palembang
6 Yogyakarta
PALEMBANG SQUARE
Jalan Angkatan 45/POM IX,
Palembang LIPPO PLAZA JOGJA
Jalan Laksda Adisucipto
PALEMBANG SQUARE
EXTENSION
Jalan Angkatan 45/POM IX, 7 Madiun
Palembang
3 PLAZA MADIUN UNITS
Jakarta Jalan Pahlawan, Madiun

NORTH 8 Kediri
PLUIT VILLAGE
Jalan Pluit Indah Raya, KEDIRI TOWN SQUARE
Penjaringan Jalan Hasanudin,
Balowerti Subdistrict

SOUTH
9 Malang
THE PLAZA SEMANGGI
Jalan Jenderal Sudirman
LIPPO PLAZA BATU
LIPPO MALL KEMANG Jalan Diponegoro
Jalan Kemang VI No. 1 RT 07RW05, Batu City

DEPOK TOWN SQUARE UNITS MALANG TOWN SQUARE

Jalan Margonda Raya, Depok UNITS
Jalan Veteran, Malang

EAST 10 Bali
MAL LIPPO CIKARANG
Jalan MH Thamrin, Lippo
LIPPO MALL KUTA
Cikarang
Lingkungan Segara, Kuta
LIPPO PLAZA KRAMAT JATI
Jalan Raya Bogor Km 19, Kramat
Jati
11 Sulawesi
TAMINI SQUARE LIPPO PLAZA KENDARI
Taman Mini Jalan Raya Jalan MT Haryono

LIPPO PLAZA EKALOKASARI

BOGOR
Jalan Siliwangi 123, Bogor

CIBUBUR JUNCTION LEGEND

Jalan Jambore, Cibubur
Retail Mall
Retail Spaces
WEST
LIPPO MALL PURI
Jalan Puri Indah Raya Blok U 1

METROPOLIS TOWN SQUARE

UNITS
Jalan Hartono Raya, Tangerang,
Banten

MALL WTC MATAHARI UNITS

Jalan Raya Serpong, Tangerang,
Banten

CENTRAL
GAJAH MADA PLAZA
Jalan Gajah Mada

Lippo Malls Indonesia Retail Trust 21

Portfolio
Summary

No. Property Acquisition Purchase Valuation Valuation

Date Price
(Rp'billion) (Rp'billion) (S$'million)
1 Bandung Indah Plaza 19 November 2007 611.6 554.0 47.5
2 Cibubur Junction 19 November 2007 464.2 114.3 9.8
3 Lippo Plaza Ekalokasari Bogor 19 November 2007 333.0 290.0 24.9
4 Gajah Mada Plaza 19 November 2007 483.3 878.0 75.3
5 Istana Plaza 19 November 2007 585.3 408.0 35.0
6 Mal Lippo Cikarang 19 November 2007 367.2 817.5 70.1
7 The Plaza Semanggi 19 November 2007 1,013.8 799.0 68.5
8 Sun Plaza 31 March 2008 967.2 2,616.0 224.4
9 Plaza Medan Fair 6 December 2011 1,042.1 654.8 56.2
10 Pluit Village 6 December 2011 1,593.6 506.0 43.4
11 Lippo Plaza Kramat Jati 15 October 2012 539.6 583.5 50.0
12 Palembang Square Extension 15 October 2012 221.5 318.0 27.3
13 Tamini Square 14 November 2012 180.0 240.6 20.6
14 Palembang Square 14 November 2012 467.0 795.0 68.2
15 Lippo Mall Kemang 17 December 2014 3,540.4 2,191.2 188.0
16 Lippo Plaza Batu 7 July 2015 265.0 225.6 19.3
17 Palembang Icon 10 July 2015 790.0 947.0 81.2
18 Lippo Mall Kuta 29 December 2016 800.0 433.2 37.2
19 Lippo Plaza Kendari 21 June 2017 310.0 300.0 25.7
20 Lippo Plaza Jogja 22 December 2017 570.0 438.0 37.6
21 Kediri Town Square 22 December 2017 345.0 387.5 33.2
22 Lippo Mall Puri (1)
27 January 2021 3,500.0 3,992.0 342.4
RETAIL MALLS 18,989.8 18,489.2 1,585.8
23 Depok Town Square Units 19 November 2007 131.5 147.9 12.7
24 Grand Palladium Units (2)
19 November 2007 134.0 70.2 6.0
25 Java Supermall Units 19 November 2007 133.1 123.3 10.6
26 Malang Town Square Units 19 November 2007 130.8 162.9 14.0
27 Mall WTC Matahari Units 19 November 2007 128.9 104.0 8.9
28 Metropolis Town Square Units 19 November 2007 171.8 114.7 9.8
29 Plaza Madiun Units 19 November 2007 171.2 215.6 18.5
RETAIL SPACES 1,001.3 938.6 80.5
19,991.1 19,427.8 1,666.3

All information as at 31 December 2022 and the occupancy includes committed leases.
(1) Includes intangible assets.
(2) The Business Association of the malls is in the midst of consolidating all the strata title holders to refurbish the mall.
(3) Agreement-based scheme (formerly known as BOT)

22 Annual Report 2022

Gross Floor Net Lettable Occupancy Land Land Lease No. of
Area Area Title Expiry Tenants
(sqm) (sqm) (%)
75,868 30,287 74.1% ABS3 31 December 2030 132
66,935 34,022 90.8% ABS 3
28 July 2025 145
58,859 28,759 66.0% ABS3 27 June 2032 54
82,984 31,318 53.3% Strata 24 January 2040 77
47,534 27,471 50.9% ABS3 17 January 2034 39
39,605 29,185 96.2% HGB 5 May 2043 146
155,122 57,917 62.7% ABS 3
31 March 2054 258
167,649 69,204 94.8% HGB 24 November 2032 346
141,866 68,345 85.6% ABS3 23 July 2027 373
150,905 86,270 73.6% ABS 3
9 June 2027 214
65,511 32,951 93.0% HGB 24 October 2024 84
23,825 18,367 93.9% ABS 3
25 January 2041 16
18,963 17,475 98.0% Strata 26 September 2035 12
49,511 30,491 94.2% Strata 1 September 2039 102
150,932 57,627 81.6% Strata 28 June 2035 207
34,340 18,045 81.1% HGB 8 June 2031 70
50,889 28,538 97.8% ABS3 30 April 2040 169
48,467 20,916 57.6% HGB 22 March 2037 58
34,831 20,983 96.6% ABS 3
7 July 2041 55
65,524 21,353 71.5% HGB 27 December 2043 55
28,688 16,674 94.6% HGB 12 August 2024 54
174,645 120,972 89.3% Strata 15 January 2040 361
1,733,453 867,170 81.8% 3,027
13,045 12,824 91.0% Strata 27 February 2035 4
13,730 12,305 0.0% Strata 9 November 2028 0
11,082 11,082 98.8% Strata 24 September 2037 3
11,065 11,065 100.0% Strata 21 April 2033 3
11,184 10,753 38.5% Strata 8 April 2038 2
15,248 15,096 36.2% Strata 27 December 2029 2
19,991 11,176 92.3% HGB 9 February 2032 14
95,345 84,301 63.6% 28
1,828,798 951,471 80.2% 3,055

Lippo Malls Indonesia Retail Trust 23

Operations
Review
Valuation During FY 2022, the master leases for Lippo Plaza
Kendari and Lippo Plaza Jogja expired in June 2022
LMIR Trust’s total portfolio value stood at Rp19,427.8 and December 2022 respectively. Upon the expiry of
billion as at 31 December 2022, compared to these master leases, the lease agreements between
Rp19,039.9 billion as at 31 December 2021. The 2.0% the vendors of these assets and the underlying
year-on-year (“YoY”) increase was mainly due to tenants were novated to LMIR Trust.
recovering operating conditions in Indonesia as the
government gradually lifted social restrictions during The Trust also entered into an income support
the year and finally all remaining restrictions at the arrangement for Lippo Mall Puri at the point
end of 2022 on stabilising COVID-19 situation. of acquisition, whereby the vendor provides a
guarantee that the asset will generate a certain level
The Trust’s properties located within the Greater of NPI by topping-up the difference between the
Jakarta area registered a 1.3% increase in valuation NPI guarantee and the actual NPI (“NPI Top-up”) in
to Rp10,412.3 billion from Rp10,277.5 billion as at the event that the actual NPI is lower than the NPI
31 December 2021. Valuation for its Gajah Mada guarantee. This ensures that the Trust will have a
Plaza saw a 13.6% YoY expansion after taking into steady stream of income and provides downside
account the expected improvement in its passing protection during the initial ramping up period as
rents following the completion of its current asset the mall continues to mature. The NPI Top-up for
enhancement works. The other property that FY 2022 amounted to Rp64.4 billion compared to
registered a marked increase in valuation was Mal Rp203.7 billion for FY 2021.
Lippo Cikarang, which rose 16.7% YoY on the back
of a higher occupancy rate of 96.2% compared to Lease Expiry Profile & Tenancy
93.9% the previous year, as well as a 39.6% and 45.4%
growth in gross revenue and net property income in As of 31 December 2022, LMIR Trust’s weighted
IDR respectively in FY 2022. Meanwhile, LMIR Trust’s average lease expiry (“WALE”) by NLA came in at 3
flagship mall, Lippo Mall Puri, saw valuation edged years with WALE by rental income at 2.5 years. Lease
up 2.0% YoY due to an increase in net lettable area expiry profile by rental income remained well spread
(“NLA”) and an improvement in occupancy rate to with 26.2% and 24.5% of the leases due for renewal in
89.3% from 85.5%. 2023 and 2024 respectively. A total of 66,066 square
metres of new leases were secured in 2022 at a WALE
The valuation for properties located outside of Greater by NLA of 3.5 years, contributing to 0.8% of the Trust’s
Jakarta rose 3.3% to Rp8,076.9 billion in FY 2022 from rental income for the month of December 2022.
Rp7,817.5 billion a year ago. This was largely due to
higher YoY valuations for Sun Plaza: 22.9%, Palembang
Icon: 15.8%, Palembang Square Extension: 15.6%, and Year No. of % of Gross Income(1)
Palembang Square: 6.9%, supported by a YoY increase unit lots
in the net property income of 40.8%, 55.8%, 64.1%, and expiring
10.4% respectively, as well as on the assumption that
2023 941 26.2%
the operating environment will continue to improve
post COVID-19 pandemic. 2024 1,037 24.5%
2025 451 19.8%
In Singapore dollar (“SGD”) terms, total portfolio value
2026 200 8.9%
declined 7.8% to S$1,666.3 million as at 31 December
2022 compared to S$1,807.5 million as at 31 December >2027 532 20.6%
2021, as a result of the Indonesian Rupiah (“IDR”) 3,161 100.0%
weakening by 10.7% against SGD at the reporting date
of the financial year. (1) Excludes gross turnover rent

Master Leases and Income/NPI support Occupancy

As part of its acquisition strategy, LMIR Trust may With active asset management and strategic leasing
enter into master leases with the vendors of the efforts, LMIR Trust managed to maintain a steady
properties. These master leases, with tenors of three average occupancy rate during the pandemic,
to five years, are usually over certain areas of the consistently above industry average. As at 31
properties which include specialty and anchor areas, December 2022, the average portfolio occupancy
and casual leasing and parking spaces. They are stood at 80.2% compared to the industry average
structured to provide a stable rental income while of 77.4% as reported by Cushman & Wakefield’s
the properties continue to mature. MarketBeat Retail Snapshot Q4 2022, Jakarta.

24 Annual Report 2022

 PLAZA
SEMANGGI

Lippo Malls Indonesia Retail Trust 25

Operations
Review
Portfolio Occupancy The portfolio occupancy is stabilising and is expected
(%) to register steady improvement in 2023 with the
recovery of shopper traffic to the malls.
92.9 91.5
100 84.5 80.2
83.2 81.1 80.9 80.9 The occupancy of malls located in Java and Bali
76.5 77.4
80 declined at an average of 0.2% compared to a
year ago, while the malls in Sumatra and Sulawesi
60
declined by 2.2% (with an average occupancy of
40 92.5% as of 31 December 2022).

20

0
2018 2019 2020 2021 2022

LMIR Trust Industry Average

Asset Enhancement Initiatives (“AEI”) More than 80% of the major refurbishment works
undertaken for Gajah Mada Plaza, which commenced
As of 31 December 2022, the refurbishment works for since July 2021, were completed as of 31 December
Sun Plaza in Medan were completed. The conversion 2022. The newly created zones like Jewellery Centre,
of car parking spaces into a rooftop garden with Health and Beauty Zone, Pets Corner, and the
food and beverage outlets, is in the process of revamped food court, have received encouraging
obtaining approval from the authority, with expected response from tenants who have started operations
completion in 4Q 2023. following the refurbishment. The mall refurbishment
is expected to be completed with official opening in
4Q 2023.

The newly furbished Gajah Mada Plaza

26 Annual Report 2022

Shopper Traffic

Despite another challenging year amid the ongoing

COVID-19 pandemic, FY 2022 shopper traffic
increased 32.5% YoY from FY 2021, recovering to 65.1%
of pre-COVID levels in FY 2019 versus the recovery of
49.1% in FY 2021. The increase was largely attributed
to stronger return in shopper traffic following the
easing of restrictions to malls by the Indonesia
government.

Shopper traffic improved steadily from 2021 till

February 2022, until the fast-spreading Omicron
variant caused infections to surge, resulting in the
reimposition of some restrictions. Supermarkets,
malls, and restaurants operated at 50% to 75%
capacity (depending on provinces), with operating
hours shortened to 9.00 pm. The number of infections
gradually declined from its peak in February 2022.
From August 2022 onward, the lowest PPKM Level
1 was implemented, with malls, supermarkets, and
restaurants allowed to operate till 10.00 pm and at
100% capacity. On 30 December 2022, all remaining
restrictions were lifted.

Traffic for the malls located in Sumatra, Jakarta, and

Java (excluding Jakarta) increased 32.4%, 34.7%, and
23.8% respectively in FY 2022 compared to FY 2021.

Our malls continue to engage shoppers through

online communications, marketing and promotional
efforts, in cooperation with our tenants. Some
of these initiatives include shopper incentive
programmes, tenants’ promotions, shopping bazaars,
exhibitions as well as festive season sales and
children’s programmes. We also bring in new and
exciting brands to attract more shoppers to the malls.

Traffic
(In Millions)

200
170 168

150

109.5

100 82.7
79.6

50

0
2018 2019 2020 2021 2022

Lippo Malls Indonesia Retail Trust 27

Operations
Review
Acquisition

There was no major acquisition of asset by the Trust in FY 2022. The Trust owns all retail units in Gajah Mada
Plaza (a strata-titled mall) except for one unit of retail shop with a floor area of 27.4 square metres, which is
owned by a third party. Negotiation with the third party to acquire this unit is ongoing. The consideration of this
potential acquisition is not expected to be significant.

Top 10 Tenants Top 10 Tenants

by % of Gross Rental Income by % of NLA

Matahari Uniqlo 1.1% Matahari Ace Hardware 1.6%

Department Store 9.7% Ace Hardware 1.0% Department Store 13.2% Cinema 21 1.5%
Hypermart 5.6% Mr D.I.Y. 0.9% Hypermart 9.7% Timezone 1.5%
Timezone 2.0% Solaria 0.9% Carrefour 5.1% Mr D.I.Y. 1.1%
Cinepolis 1.6% Guardian 0.8% Cinepolis 3.4% Uniqlo 1.0%
Carrefour 1.1% SOGO 2.8%

Trade Sector Breakdown Trade Sector Breakdown

by Gross Revenue by NLA

Supermarket/ Fashion 16.9% Supermarket/ Fashion 10.6%

Hypermarket 8.1% Casual Leasing 8.5% Hypermarket 20.6% All Other Sectors 24.2%
Department Store 10.5% Parking 3.3% Department Store 20.5%
F&B/Food Court 19.5% All Other Sectors 28.3% F&B/Food Court 11.4%
Leisure & Leisure &
Entertainment 4.9% Entertainment 12.9%

28 Annual Report 2022

 PLUIT
VILLAGE

Lippo Malls Indonesia Retail Trust 29

Financial
Review
Gross revenue for the year came in at S$204.7 million,
a 16.9% or S$29.6 million increase from the previous
year, and in IDR, it rose by Rp363.9 billion, or 19.8%
to Rp2,203.2 billion. The increase was mainly due to
lower rental and service charge discounts granted to
tenants, following the gradual easing of restrictions
during the year, the progressive normalisation of
operating hours and the return of shopper traffic to
the malls. Most of the Trust’s retail malls and retail
spaces reported higher revenue in FY 2022, except for
(i) Lippo Mall Kuta where tourism in Bali Island has
yet to recover from the pandemic, (ii) Gajah Mada
Plaza due to the extensive construction works to
refresh the mall, (iii) Tamini Square due to discounts in interest expenses arising from interest rate swap
on rental and service charges granted to a tenant, contracts which expired in December 2021 and were
and (iv) Istana Plaza which faced intensive market not renewed. The applicable benchmark interest rates
competition in the surrounding area when business for the term loans ranged from 0.30% to 3.91% per
resumed. annum in FY 2022, compared to 0.12% to 0.46% per
annum in FY 2021. For the floating interest rate of the
At the height of the pandemic in 2020 and 2021, cross-currency arrangement, the average applicable
stringent restrictions such as temporary mall benchmark interest rates increased to 1.32% per
closures, operational restrictions including shortened annum in FY 2022 from 0.23% per annum in FY 2021.
operating hours and reduced operating capacity to The interest rate swap contracts in FY 2021 bear fixed
curb the spread of COVID-19 virus, inevitably resulted interest rates ranging from 1.99% to 2.10% per annum.
in LMIR Trust having to extend varying degrees of
discounts on rental and service charges to support Fair value of investment properties increased by
the tenants as well as to retain tenants and maintain S$32.3 million in FY 2022 compared to a fair value
sustainable occupancy rate. In FY 2022, following the loss of S$31.4 million in FY 2021, largely due to the
improving operating environment, LMIR Trust only improving operating environment, and gradual lifting
granted certain discounts to selected tenants who of restrictions during the year and with all remaining
required more time to recover. restrictions lifted since 30 December 2022.

The net property income margin (excluding The decrease in fair value of derivative financial
allowance for impairment of trade receivables) instruments of S$29.8 million in FY 2022 compared
improved to 63.5% in FY 2022 from 61.6% in FY 2021, to an increase in fair value of derivative financial
contributed mainly by cost reduction measures instruments of S$8.5 million in FY 2021 was mainly
implemented during the year. The net reversal due to unfavourable changes in the market
of allowance for impairment of trade receivables observable inputs, including forward foreign
amounting to S$0.5 million in FY 2022 was due to exchange rates and interest rate curves, used in the
better collection from tenants. valuation model. The change in fair value of derivative
financial instruments was a non-cash item and does
Included in other income/(losses) was a gain not affect the amount of distribution to unitholders.
amounting to S$10.6 million arising from the
repurchase of USD Guaranteed Senior Notes in Higher realised foreign exchange losses at S$11.8
FY 2022. During the year under review, the Group million in FY 2022 compared to S$0.6 million in FY
repurchased and cancelled an aggregate of US$29.5 2021 was mainly due to an increase in redemption
million (face value) of the US$200.0 million and of redeemable preference shares (“RPS”) from S$9.3
US$250.0 million Guaranteed Senior Notes from the million in FY 2021 to S$98.5 million in FY 2022, which
open market at values lower than the face value. were denominated in IDR and recognised in the
financial statements of LMIR Trust at historical SGD/
Finance cost was S$2.4 million higher than FY 2021 IDR exchange rates at range from Rp6,207.56 to
mainly due to (i) higher interest rates from the term Rp10,585.31 when the RPS were issued in 2007, 2015,
loans and a USD Guaranteed Senior Note with cross 2017 and 2021. As IDR has weakened since the RPS
currency arrangement that swaps the currency into were issued, the redemption of RPS at the current
SGD with a floating interest rate and (ii) increase SGD/IDR exchange rate during FY 2022 has resulted
in amortisation of borrowing costs. The increase in in realised foreign exchange losses. The increase in
interest expenses due to higher interest rates in FY redemption of RPS in FY 2022 was mainly due to
2022 was partially offset by S$5.3 million reduction higher repatriation of funds from Indonesia.

30 Annual Report 2022

Amortisation of intangible assets declined by S$0.8 investment properties compared to tax base
million in FY 2022. It was mainly due to the expiry of value; (ii) increase in final income tax on revenue
master leases where intangible assets had been fully of S$2.7 million in FY 2022; and (iii) S$3.7 million of
amortised. withholding tax on dividend and interest on loans by
Singapore subsidiaries to Indonesian subsidiaries in
Income tax expenses increased by S$21.7 million FY 2022.
in FY 2022 compared to FY 2021 mainly due to (i)
increase in deferred tax expense of S$15.3 million, The Trust has declared distributions of S$23.9 million
which arose from higher carrying amounts of in aggregate for FY 2022 as return of capital.

Financial Highlights FY 2022 FY 2021

S$'000 S$'000

Gross revenue 204,714 175,067

Net property income 130,482 104,239

Distributions 23,860 26,857

Distribution per unit (cents) 0.31 0.35

Net fair value of financial derivatives at end of the year(1) (47,950) (12,971)

Proportion of financial derivatives to net assets attributable to Unitholders (%) (9.10) (1.78)

Total operating expenses(2) 135,645 109,745

Total operating expenses as a percentage of net assets attributable to

25.74 15.07
Unitholders (%)

Taxation(3) 46,638 24,905

(1) Financial derivatives include cross currency swap, forward contracts, currency option contracts and interest rate swaps.
(2) Total operating expenses include all fees and charges paid to the Manager and interested parties (in both absolute terms, and as a
percentage of the property fund’s net assets attributable to Unitholders as at the end of the financial year) and taxation incurred in
relation to the property fund’s real estate assets.
(3) Taxation includes corporate tax, withholding tax and deferred tax.

Balance Sheet* FY 2022 FY 2021

S$'000 S$'000

Non-current assets 1,671,905 1,814,346

Current assets 163,767 214,491

Total assets 1,835,672 2,028,837

Current liabilities 235,822 158,004

Non-current liabilities 816,085 883,362

Net assets 783,765 987,471

Net assets attributable to Unitholders 526,978 728,018

Net assets attributable to Unitholders per unit (cents) 6.85 9.49

* The exchange rates of FY 2022 and FY 2021 were Rp/S$ 11,659.08 and 10,533.77 respectively.

Lippo Malls Indonesia Retail Trust 31

Financial
Review
Property Gross Revenue Net Property Income
(S$’ million) (S$’ million)
FY 2022 FY 2021 FY 2022 FY 2021
Bandung Indah Plaza 7.9 7.2 5.0 4.2
Cibubur Junction 7.6 6.0 4.5 3.3
Lippo Plaza Ekalokasari Bogor 3.8 2.9 1.6 0.8
Gajah Mada Plaza 3.1 3.5 0.7 1.2
Istana Plaza 2.3 2.6 0.7 1.0
Mal Lippo Cikarang 9.6 7.0 6.3 4.4
The Plaza Semanggi 5.3 5.2 0.6 1.0
Sun Plaza 25.9 19.3 19.0 13.8
Plaza Medan Fair 19.5 16.5 13.0 9.6
Pluit Village 10.8 8.7 5.7 1.8
Lippo Plaza Kramat Jati 5.7 4.4 3.1 1.7
Palembang Square Extension 3.9 2.8 2.2 1.4
Tamini Square 1.0 1.6 1.1 0.3
Palembang Square 4.5 4.0 3.4 3.2
Pejaten Village(1) - - (0.1) 0.3
Binjai Supermall(1) - - 0.0 0.2
Lippo Mall Kemang 16.7 13.4 9.0 6.7
Lippo Plaza Batu 2.1 1.4 1.1 0.4
Palembang Icon 12.1 9.0 8.4 5.5
Lippo Mall Kuta 1.1 4.6 (0.4) 3.2
Lippo Mall Kendari 4.4 4.1 2.1 0.3
Lippo Plaza Jogja 5.7 5.6 4.2 5.2
Kediri Town Square 3.9 2.9 2.6 1.7
Lippo Mall Puri(2) 40.1 38.2 32.1 30.4
RETAIL MALLS 197.0 170.9 125.9 101.6
Depok Town Square Units 1.3 0.6 1.0 0.4
Grand Palladium Medan Units - - (1.0) -
Java Supermall Units 1.1 0.6 1.0 0.5
Malang Town Square Units 1.8 0.6 1.6 0.5
Mall WTC Matahari Units 0.5 0.2 0.3 -
Metropolis Town Square Units 0.4 0.2 0.1 -
Plaza Madiun Units 2.6 2.0 1.6 1.2
RETAIL SPACES 7.7 4.2 4.6 2.6
TOTAL 204.7 175.1 130.5 104.2

+ FY 2021 exchange rate (Rp/S$): 10,506.48

+ FY 2022 exchange rate (Rp/S$): 10,762.50
(1) Pejaten Village and Binjai Supermall were divested on 30 July 2020 and 3 August 2020 respectively
(2) Acquired on 27 January 2021

32 Annual Report 2022

 Property 2022 Valuation 2021 Valuation

Rp’billion S$’million Rp’billion S$’million

Bandung Indah Plaza 554.0 47.5 578.0 54.9
Cibubur Junction 114.3 9.8 163.4 15.5
Lippo Plaza Ekalokasari Bogor 290.0 24.9 318.0 30.2
Gajah Mada Plaza 878.0 75.3 773.0 73.4
Istana Plaza 408.0 35.0 492.0 46.7
Mal Lippo Cikarang 817.5 70.1 700.7 66.5
The Plaza Semanggi 799.0 68.5 801.0 76.0
Sun Plaza 2,616.0 224.4 2,128.0 202.0
Plaza Medan Fair 654.8 56.2 788.0 74.8
Pluit Village 506.0 43.4 612.5 58.1
Lippo Plaza Kramat Jati 583.5 50.0 573.6 54.5
Palembang Square Extension 318.0 27.3 275.0 26.1
Tamini Square 240.6 20.6 238.5 22.6
Palembang Square 795.0 68.2 744.0 70.6
Lippo Mall Kemang 2,191.2 188.0 2,182.7 207.2
Lippo Plaza Batu 225.6 19.3 228.3 21.7
Palembang Icon 947.0 81.2 818.0 77.6
Lippo Mall Kuta 433.2 37.2 537.8 51.0
Lippo Plaza Kendari 300.0 25.7 345.0 32.8
Lippo Plaza Jogja 438.0 37.6 501.0 47.5
Kediri Town Square 387.5 33.2 382.4 36.3
Lippo Mall Puri(3) 3,992.0 342.4 3,914.1 371.6
RETAIL MALLS 18,489.2 1,585.8 18,095.0 1,717.6
Depok Town Square Units 147.9 12.7 146.6 13.9
Grand Palladium Units(4) 70.2 6.0 74.4 7.1
Java Supermall Units 123.3 10.6 124.0 11.8
Malang Town Square Units 162.9 14.0 161.8 15.4
Mall WTC Matahari Units 104.0 8.9 104.9 10.0
Metropolis Town Square Units 114.7 9.8 119.9 11.4
Plaza Madiun Units 215.6 18.5 213.3 20.3
RETAIL SPACES 938.6 80.5 944.9 89.9
TOTAL 19,427.8 1,666.3 19,039.9 1,807.5

+ FY 2021 exchange rate (Rp/S$): 10,533.77

+ FY 2022 exchange rate (Rp/S$): 11,659.08
All information as at 31 December 2022.
(3) Includes intangible assets
(4) The Business Association of the malls is in the midst of consolidating all the strata title holders to refurbish the mall.

Lippo Malls Indonesia Retail Trust 33

Capital
Management
Capital Management Strategy compared to the existing term loans, due to its
shorter loan tenure.
The Manager maintains a policy of prudent and
proactive capital management with adequate LMIR Trust closed the year with cash and cash
financial flexibility to facilitate steady growth of LMIR equivalents of S$111.0 million, down from S$122.1
Trust and returns for Unitholders. million a year ago.

LMIR Trust’s total outstanding debt amounted to

S$819.4 million with average debt maturity at 1.86
The key objectives of its strategy include: years as at 31 December 2022. Of the outstanding
debts, S$7.0 million of a committed S$30.0 million
• Optimising Unitholders’ returns;
revolving loan facility is due in August 2023, S$$67.5
• Providing stable returns to Unitholders;
million Bridging Facility and S$67.5 million (“Facility
• Minimising refinancing risks;
B”) under the S$135.0 million syndicated term loan
• Maintaining flexibility for working capital
facility are due in November 2023, representing an
requirements; and
aggregated borrowings of S$142.0 million, or 17.3% of
• Retaining flexibility in the funding of future
its total debt obligations.
acquisitions.
The Manager is in active discussion with its lenders to
refinance and/or extend these loans when they fall due.
LMIR Trust complies strictly with regulatory leverage
limits and ensures interest coverage ratios are kept Foreign Exchange Risk Management
within approved limits at all times.
LMIR Trust is exposed to foreign exchange risk arising
Amid gradual recovery from the impact of the from its investments in Indonesia. The income
COVID-19 pandemic, LMIR Trust generated net generated from these investments and the value of
cashflows from operating activities of S$137.2 million its investments are all denominated in IDR.
in FY 2022, which included the refund of S$33.7
million prepaid VAT relating to the acquisition of To manage the foreign exchange exposure
Lippo Mall Puri in FY 2021. associated with the anticipated cashflows in IDR, the
Manager utilises various foreign exchange hedging
The cashflow generated from operating activities instruments, including currency options, from time to
in FY 2022 were utilised mainly on (i) value accretive time.
AEI and acquisition of plant and equipment
amounting to S$11.4 million, (ii) interest and debts LMIR Trust also has USD foreign exchange risk arising
coupon payments amounting to S$56.9 million, (iii) from (i) US$250.0 million 5-year Guaranteed Senior
capital distribution to Unitholders amounting to Notes issued in 2019 and (ii) US$200.0 million 5-year
S$27.7 million, and (iv) distribution to the holders of Guaranteed Senior Notes issued in 2021, by LMIRT
Perpetual Securities amounting to S$17.0 million. Capital. To manage these USD exposures, LMIR Trust
entered into cross currency swap contracts to swap
In September and December 2022, LMIRT Capital Pte. proceeds from these Notes and the corresponding
Ltd. (“LMIRT Capital”), a wholly-owned subsidiary of interest coupon payment into SGD obligations. These
LMIR Trust repurchased and cancelled an aggregate cross currency swap contracts mature on the same
principal amount of US$29.5 million of the US$250.0 dates that the Notes are due from repayment.
million and US$200.0 million outstanding notes from
the open market. Using internal funds, the total cost As the investments in overseas assets are generally
for the exercise amounted to S$28.6 million, resulting long term in nature, the Manager is of the view that
in a gain of S$10.6 million. it is not cost effective to embark on capital hedging.
Hence the capital values of the investments are
In October 2022, LMIR Trust obtained a one-year subject to exchange rate fluctuations.
bridging loan facility of S$67.5 million (“Bridging
Facility”), which were used to refinance a S$67.5 Leverage Ratio
million term loan (“Facility A”) under an existing
S$135.0 million syndicated term loan facility that As at 31 December, the Trust’s leverage ratio increased
matured in November 2022. The Bridging Facility to 44.6% compared to 42.5% as at 31 December 2021.
bears a lower interest rate of 2.50% + Singapore The increase was due to significant depreciation of
Overnight Rate Average (“SORA”) per annum IDR against SGD (being the functional and reporting

34 Annual Report 2022

currency of LMIR Trust). The exchange rate for SGD Interest Rate Risk Management
to IDR as at 31 December 2022 was SGD1 to IDR11,659
compared to SGD1 to IDR10,534 as at 31 December To protect LMIR Trust’s earnings from interest rate
2021. The depreciation of IDR against SGD reduced volatility and to provide a steady return to Unitholders,
the value of the total assets of LMIR Trust when the the Manager actively manages its interest rate
IDR denominated assets were translated into SGD. exposure in the short to medium term by using fixed
Should the IDR continues to depreciate against SGD, rate debt and interest rate derivatives including
or SGD to depreciate against USD, the leverage ratio interest rate swaps when appropriate. LMIR Trust will
of LMIR Trust may exceed the regulatory threshold of take into consideration the interest rate environment,
45.0%, which might result in the Trust breaching its volatility of the interest rate trend, pricing / cost and
covenants under some of its loan facilities unless a tenure of the interest rate swaps contracts before it
waiver has been granted. enters into any of the contracts.

As highlighted in the above, the elevated leverage During FY 2022, LMIR Trust has restructured the
ratio, which is vulnerable to fluctuations in foreign terms of (i) the cross currency swap contracts with
exchange rates, has posted challenges to LMIR Trust’s a floating interest, and (ii) the term loan of S$110.0
funding and refinancing strategies and processes. million (“Facility A & B”) under the S$120.0 million
As the foreign exchange rates movement is beyond syndicated term loan facility, so that the benchmark
the control of the Manager, it is necessary and critical for the interest rate had been transitioned from
for the Manager to maintain a sustainable capital Singapore Offer Rate (“SOR”) to SORA. Historically,
structure and to reduce the leverage ratio of LMIR SORA tends to be a more stable benchmark than the
Trust. The Manager is exploring options and strategic SOR.
measures, which may include the sale of non-
strategic non-core properties at acceptable prices and As at 31 December 2022, LMIR Trust’s fixed rate debt
the use of excess internal cash resources. Meanwhile, ratio stood at 39.6%. The weighted average interest
the distribution to Unitholders and the holders of rate was 7.26% per annum, with interest service
Perpetual Securities may be negatively affected. coverage ratio at 2.32 times for the year.

Debt Maturity Profile

As at 31 December 2022
Gearing Weighted average
(S$’million) Revolving Loan Facility ratio interest rate per anum

44.6% 7.26%
Term Loans
500.00 Bonds

400.00

300.00

322.20
200.00 Fixed/hedged Interest
245.16 dept ratio coverage

39.6% 2.32x
67.50
100.00
67.50
82.50 27.50
7.00
0
2023 2024 2026

Notes:
1 S$7.0 million 2.10% + SORA committed revolving loan facility due on
17 August 2023
2 S$67.5 million 2.50% + SORA term loan due on 9 November 2023
3 S$67.5 million 3.25% + SOR term loan due on 9 November 2023 Unencumbered
4 S$82.5 million 3.50% + SORA term loan due on 6 January 2024 assets ratio

100.0%
5 US$238.8 million (US$250.0 million as at 31 December 2021) 7.25%
bond, swapped to SGD at 6.71% due on 19 June 2024
6 S$27.5 million 3.92% + SORA term loan due on 6 January 2026
7 US$181.7 million (US$200.0 million as at 31 December 2021) 7.5%
bond, partially swapped to repapered of 6.97% + SORA due on 9
February 2026

Lippo Malls Indonesia Retail Trust 35

Risk
Management
Risk Management Framework (b) Credit Risk
Credit risk relates to the potential earnings volatility
The Manager has established an enterprise risk caused by tenants’ inability and/or unwillingness to
management (“ERM”) framework for a more structured fulfil their contractual lease obligations. To minimise
and systematic approach to identify, review and manage the risk of tenant default on rental payment, the
the key risks arising from the management and Manager has put in place standard operating
operations of LMIR Trust’s portfolio of assets. procedures for debt collection and recovery of
Effective risk management is an integral part of LMIR debts. These include the collection of security
Trust’s business at both the strategic and operational deposits and advance rental in the form of cash or
level to protect Unitholders’ interests and value. To bankers guarantee and having a monitoring system
this end, the Manager is constantly working towards and a set of procedures on debt collection.
strengthening its risk management processes (c) Investment Risk
which include event identification, risk assessment As LMIR Trust’s growth is partly driven by the
and mitigation, control activities, information and acquisition of properties, the risk involved in
communication and monitoring, and ensuring the such investment activities is managed through a
adequacy and effectiveness of the risk management rigorous set of investment criteria which includes
framework and policies. accretion yield, growth potential and sustainability,
All significant risk developments and incidences location and specifications. The key financial
are reported to the Board and the Audit and Risk projection assumptions and sensitivity analysis
Committee (“ARC”) on a quarterly basis, or when it is conducted on key variables are reviewed by the
deemed necessary. Board. The potential risks associated with proposed
projects and the issues that may prevent their
In addition, the internal audit function of the Manager smooth implementation are to be identified at
has been outsourced to a third party, KPMG Services Pte. the evaluation stage. This enables the Manager to
Ltd., who plans its internal audit work in consultation determine actions that need to be taken to manage
with management, but works independently by or mitigate risks as early as possible.
submitting its reports to the ARC for review at ARC
meetings. (d) Financial Risk
Financial risks are closely monitored and the capital
Risk Management Strategy structure of LMIR Trust is actively managed by the
Manager and reported to the Board on a quarterly
Property, financial market, operational and strategic
basis. LMIR Trust’s returns are mainly from net
risks and other externalities such as regulatory changes,
operating income, which are exposed to financial
natural disasters and act of terrorism may occur in the
risks including credit, liquidity, interest rates and
normal course of business. To address these areas, the
foreign currency risks. LMIR Trust hedges its
Manager has adopted policies and processes which are
portfolio exposure to interest rate volatility by way of
regularly reviewed to ensure relevance and efficacy and
fixed rate borrowings and entering into interest rate
designated staff continue to assess the potential impact
swap contracts when necessary. LMIR Trust, which
of risks which may arise and the necessary response or
is exposed to foreign currency risks, has entered into
action to effectively mitigate those risks.
foreign exchange hedges based on LMIR Trust’s
Some of the key risks are: estimated quarterly cash distributions to mitigate
the impact arising from movement in the exchange
(a) Operational Risk rate between Indonesian Rupiah and Singapore
The Manager has an established risk management Dollar to its distributions to Unitholders.
strategy towards the day-to-day activities of the
portfolio properties, which are carried out by the The Manager also actively monitors LMIR Trust’s
Property Manager. These include planning and cash flow position to ensure sufficient liquid
control systems, operational guidelines, information reserves to fund operations and meet short term
technology systems, reporting and monitoring obligations. Refinancing risk is also quantified,
procedures. The risk management framework taking into account the concentration of the debt
is designed to ensure that operational risks are maturity profile and credit spread volatility. The limit
anticipated so that appropriate processes and on LMIR Trust’s aggregate leverage ratio is observed
procedures can be put in place to prevent, manage, and monitored to ensure compliance with the
and mitigate risks that may arise in the management Property Fund Guidelines issued by the Monetary
and operation of LMIR Trust. Authority of Singapore. The Manager continuously
monitors the financial risk management process
to ensure that an appropriate balance between risk
and control is achieved.

36 Annual Report 2022

Investor
Relations
LMIR Trust is committed to upholding high standards The Manager also proactively communicates and
in disclosures and strives to ensure that all corporate engages with the investment community through
developments, operations and business updates, investor conferences, non-deal roadshows (“NDR”),
and financial results are disclosed to the investment one-on-one meetings, tele-conferences and where
community in a clear and timely manner. necessary, results briefings. During the COVID-19
pandemic since 2020, all our meetings with investors
As part of our Investor Relations (“IR”) initiatives, we were conducted via online platforms.
maintain a dedicated investor website https://lmir.
listedcompany.com which provides comprehensive In 2022, we renewed our membership with REIT
and updated information about LMIR Trust, as well as Association of Singapore to continue to extend our
dedicated IR emails [email protected] and tim.wong@ participation in investor programmes, and we have
lmir-trust.com to address all stakeholders’ queries. All since renewed the membership for 2023.
material information, corporate updates and quarterly
financial results are posted in a timely manner on
SGXNet and on our dedicated IR website.

Investor Activities in FY 2022

February 4Q 2021 Results Briefing
April 13th Annual General Meeting (Virtual)
May 1Q 2022 Results Briefing
August 2Q 2022 Results Briefing
November 3Q 2022 Results Briefing

Financial Calendar for FY 2023*

February 2023 4Q2022 Results Announcement
April 2023 1Q 2023 Results Announcement
August 2023 2Q 2023 Results Announcement
November 2023 3Q 2023 Results Announcement
February 2024 4Q 2023 Results Announcement

* Subject to change

Lippo Malls Indonesia Retail Trust 37

Corporate
Information
Manager Trustee

LMIRT Management Ltd Perpetual (Asia) Limited

6 Shenton Way 8 Marina Boulevard
#12-08 OUE Downtown 2 #05-02 Marina Bay Financial Centre
Singapore 068809 Singapore 018981

Tel: (65) 6410 9138

Fax: (65) 6509 1824 Unit Registrar

Boardroom Corporate & Advisory Services Pte Ltd

Directors Of The Manager 1 Harbourfront Avenue
#14-07 Keppel Bay Tower
Mr Murray Dangar Bell Singapore 098632
Chairman, Lead Independent Director
Tel: (65) 6536 5355
Mr Liew Chee Seng James Fax: (65) 6536 1360
Executive Director and Chief Executive Officer

Ms Gouw V Ven Auditors Of The Trust

Independent Director1
RSM Chio Lim LLP
Mr Mark Leong Kei Wei 8 Wilkie Road
Independent Director #03-08 Wilkie Edge
Singapore 228095
Mr Sandip Talukdar
Independent Director2 Partner-in-charge: Adrian Tan Khai-Chung
(Appointment since financial year ended
31 December 2020)
Audit And Risk Committee

Mr Mark Leong Kei Wei (Chairman) Company Secretary Of The Manager

Mr Murray Dangar Bell
Ms Gouw V Ven3 Eunice Hooi Lai Fann
Mr Sandip Talukdar2

Investor Relations
Nominating And Remuneration
Committee August Consulting Pte Ltd
101 Thomson Road
Mr Murray Dangar Bell (Chairman) #29-05 United Square
Ms Gouw V Ven Singapore 307591
Mr Mark Leong Kei Wei3
Mr Sandip Talukdar2
Website & Email Address
Stock Exchange Quotation www.lmir-trust.com
[email protected]
BBG: LMRT:SP [email protected]
RIC: LMRT.SI

1
Redesignated as Independent Director with effect from 31 March 2023.
2
Mr Sandip Talukdar stepped down as Independent Director of the Manager on 31 March 2023 and accordingly relinquished his membership on
the Audit & Risk Committee and Nominating & Remuneration Committee.
3
Appointed with effect from 31 March 2023.

38 Annual Report 2022

Trust
Structure

UNITHOLDERS

Holdings of Units Distributions

Management Trustee
fees fees
THE TRUSTEE
MANAGER
Management Acts on behalf
Services of Unitholders

Ownership of ordinary
Dividends and/or
and redeemable
redemption proceeds
preference shares

SINGAPORE
SUBSIDIARIES

Ownership and Dividends, interest income

shareholders’ loans and principal repayment of
shareholders’ loans

Property Rental
management fees payments
PROPERTY INDONESIA
MANAGER TENANTS
SUBSIDIARIES
Property management Tenancy
agreements agreements

Property management services Tenants of the

100% Ownership
& coordinator facilities retail properties
management services

RETAIL
PROPERTY

Singapore Indonesia

Lippo Malls Indonesia Retail Trust 39

Sustainability
Report
LMIR Trust’s FY 2022 Sustainability Report reinforces promotes sustainable design at its properties, and two
its commitment to sustainability by focusing on how of its properties – Lippo Mall Puri and Sun Plaza are in
sustainability has been embedded into its business the process of achieving the Excellence in Design for
operations, and provides a comprehensive overview of Greater Efficiencies (“EDGE”)1 Certification.
key economic, environmental, social, and governance
(“EESG”) topics that are most impactful to its business On the social front, the Manager is committed to
and important to its stakeholders. This report has creating an inclusive and supportive workplace that
been prepared with reference to the Global Reporting equips its employees with the skills and knowledge
Initiative (“GRI”) Standards 2021 and in accordance necessary to achieve their full potential. In FY 2022,
with the sustainability reporting requirements of the Manager exceeded its training target by recording
the SGX-ST Listing Manual (Rules 711A and 711B) on a an average of 44.6 hours per employee, surpassing the
“comply or explain” basis. LMIR Trust also continues to target of 12.0 training hours per employee. Additionally,
align its climate-related disclosures according to the LMIR Trust maintained high safety standards, recording
recommendation of the Task Force on Climate-related zero cases of fatalities, occupational disease, or injuries
Financial Disclosures (“TCFD”) in the four key areas of among employees at REIT Manager level. Recognising
governance, strategy, risk management, and metric and the importance of giving back to the local community
targets. and driving positive change in society through its
actions, the Manager participated in various Corporate
As part of its commitment to sustainability, LMIR Trust Social Responsibility (“CSR”) programs during the year
actively participates in the global effort to tackle the and recorded a total of 30 volunteer hours.
most pressing sustainable development challenges
by 2030. To that end, LMIR Trust supports the United The Manager leads with good governance, adopts
Nations’ Sustainable Development Goals (“UN SDGs”) responsible business practices, and adheres to all
and has identified 11 UN SDGs that are most relevant applicable laws and regulations to build a culture of
to its EESG topics and where it can make the most trust among stakeholders. In FY 2022, there were no
significant impact. During the year, LMIR Trust reported incidents of bribery or corruption among
also strengthened its sustainability governance by the Manager’s employees, and there were zero reports
establishing a Sustainability Department. Additionally, of corruption and non-compliance with relevant
all Board of Directors received sustainability-related regulations and laws at REIT Manager level.
training organised by the Singapore Institute of
Directors to ensure they remain updated with the latest LMIR Trust is unwavering in its commitment to its
climate knowledge and have the relevant skillsets to sustainability vision of “harnessing our purpose and
guide LMIR Trust in adapting to the changing climate. shared values of integrity, compassion, teamwork,
partnership and innovation, we aim to be a leading
In FY 2022, LMIR Trust took a significant step in its player in sustainability and commit towards the efficient
climate journey by developing a Green Financing use of resources and upholding the highest standard
Framework (scheduled to be finalised by FY 2023) to of safety across all of our operations in Indonesia”.
support the financing of projects relating to energy Moving forward, LMIR Trust strives to continue creating
conservation and climate change mitigation. LMIR Trust economic value while upholding high standards of
also advanced its climate disclosures by conducting a corporate governance and making environmentally and
Carbon Value at Risk assessment to assess transition socially responsible decisions. Through collaboration
risk exposure and continued to report its Scope 1 with all stakeholders and implementing forward-
and 2 greenhouse gas (“GHG”) emissions. This year, thinking sustainability initiatives and policies in the
LMIR Trust’s total GHG emissions totalled 113,547.77 coming years, LMIR Trust seeks to pave the way toward
tCO2e. While being a 1.6% increase from FY 2021, this a sustainable future for present and future generations,
represented a 31.5% decrease as compared to pre- and solidify its position as a sustainability leader in the
COVID emission levels in FY 2019. LMIR Trust continues real estate industry.
to implement several environmental initiatives to
improve its energy efficiency, including the installation The detailed sustainability report will be issued
of inverters and chiller plant automation systems. In its separately and made available exclusively on LMIR
commitment to a more sustainable future, LMIR Trust Trust’s website.

(1) At the time of publication of this report, Lippo Mall Puri and Sun Plaza have been awarded the EDGE green building certification in
February 2023.

40 Annual Report 2022

PLAZA
MEDAN
FAIR

Lippo Malls Indonesia Retail Trust 41

Corporate
Governance
LMIRT Management Ltd (the “Manager” or “LMIRT Management”) is appointed as the manager of Lippo Malls
Indonesia Retail Trust (“LMIR Trust”) in accordance with the terms of the trust deed constituting LMIR Trust dated
8 August 2007, as amended or supplemented (the “Trust Deed”). The Manager is committed to upholding high
standards of corporate governance in the business and operations of the Manager, LMIR Trust and its subsidiaries
(“LMIR Trust Group”) so as to protect the interest of the Unitholders of LMIR Trust.

LMIR Trust is a real estate investment trust (“REIT”) listed on the Main Board of Singapore Exchange Securities
Trading Limited (the “SGX-ST”) and the Manager is an indirect wholly-owned subsidiary of PT Lippo Karawaci Tbk,
the flagship company of diversified Indonesian conglomerate, Lippo Group, and sponsor to LMIR Trust (“Sponsor”).

The Manager is licensed under the Securities and Futures Act 2001 of Singapore (the “SFA”) to conduct real estate
investment trust management with effect from 6 May 2010 and its officers are authorised representatives.

The Manager has general powers of management over the assets of LMIR Trust. The Manager’s key responsibility is
to manage LMIR Trust’s assets and liabilities for the benefit of Unitholders, with a focus on delivering a sustainable
distribution to Unitholders and, where appropriate, enhance the values of existing properties and increase the
property portfolio over time.

The other functions and responsibilities of the Manager include preparing annual asset plans and undertaking
regular individual asset performance analysis and market research analysis, managing finance functions relating to
LMIR Trust (which include capital management, treasury, co-ordination and preparation of consolidated budgets)
and working together with PT Lippo Malls Indonesia as the property manager (“Property Manager” or “PT LMI”)
who performs the day-to-day property management functions for the properties of LMIR Trust.

The Manager ensures that the business of LMIR Trust is carried on and conducted in a proper and efficient manner,
adhering to the principles, guidelines and recommendations of the Code of Corporate Governance 2018 issued by
Monetary Authority of Singapore (“MAS”) on 6 August 2018 (the “2018 CG Code”) and other applicable laws and
regulations, including the Listing Manual of SGX-ST (the “Listing Manual”), the Code on Collective Investment
Schemes issued by the MAS (the “CIS Code”), in particular, Appendix 6 of the CIS Code (the “Property Funds
Appendix”) and the SFA. The Manager is committed to good corporate governance as it believes that such self-
regulation is essential in protecting the interests of Unitholders and is critical to the performance of the Manager.

This report sets out the Manager’s corporate governance practices for the financial year ended 31 December 2022,
with specific reference to the 2018 CG Code.

BOARD MATTERS

THE BOARD’S CONDUCT OF AFFAIRS

Principle 1 of 2018 CG Code

The board of directors of the Manager (the “Directors”, and the board of Directors, the “Board”) is collectively
responsible for the business affairs and long-term success of LMIR Trust and the Manager.

As the Board exercises stewardship of the Manager, it establishes values, standards and a code of conduct so that
the Manager and its personnel conduct themselves at the highest professional and ethical standards in order
to meet their obligations to Unitholders and other stakeholders. The code of conduct deals with issues such as
compliance of laws, confidentiality, conduct, work discipline, conflicts of interest and anti-bribery/anti-corruption.

The Board has also reviewed and considered sustainability issues in the environment, social and governance aspects
driving LMIR Trust’s business. The Board is pleased to present LMIR Trust’s sustainability report (“Sustainability
Report”) for the financial year ended 31 December 2022 (“FY 2022”). The detailed sustainability report will be issued
separately on 3 April 2023 and also available exclusively on LMIR Trust’s website.

A summary of the sustainability issues are set out from page 40 of the Annual Report.

42 Annual Report 2022

Corporate
Governance (cont’d)
The Board is involved strategically in the business direction and establishment of performance objectives for both
LMIR Trust and the Manager, financial planning, budget creation and monitoring, material operational initiatives,
investment and asset enhancement initiatives, and financial and operational performance reviews. It establishes
a framework of prudent risk management policies and procedures (covering different aspects of risk including
operational, investment, credit and capital management) to enable the Manager and LMIR Trust to assess and
address risks effectively to ensure LMIR Trust’s assets and Unitholders’ interests are safeguarded.

Board Approval

In addition to its statutory responsibilities, matters which require the Board’s approval are as follows:

(1) all acquisitions, investments, disposals and divestments;

(2) unit issuances, distributions and other returns to Unitholders;

(3) corporate and financial restructuring;

(4) fund raising for new acquisitions and/or refinancing;

(5) approving and assessing LMIR Trust’s/Manager’s performance budgets;

(6) the adequacy of internal controls, risk management, financial reporting and compliance;

(7) assumption of corporate governance responsibilities; and

(8) matters which involve a conflict of interest for a controlling Unitholder or a Director.

The Board has a clear fiduciary duty to act in the interest of the Manager and LMIR Trust, and all Directors have
been objectively discharging their duties and responsibilities at all times. The Directors are collectively and
individually obliged to act honestly, with diligence, and in the best interest of the Trust. The Board has delegated
certain responsibilities and limits for ease of operational efficiency (such as certain expenditure for regular
maintenance of the properties and for expenses) to the CEO (“CEO”)/Executive Director and the management team
(“Management”). The Board continues, however, to maintain an oversight over such costs through regular reporting.

The Board has also examined the relationships or circumstances under which the Directors are involved and has
confirmed that no such relationships or circumstances which are likely to affect, or could appear to affect, the
Director’s judgment. The Board has put in place requirements that all Directors should disclose to the Board as and
when any such relationship or circumstance arises. In the event of conflict of interest arising in respect of a matter
under consideration by the Board, the Director concerned shall comply with disclosure obligations and shall recuse
himself/herself from participating in the Board’s deliberation and decision on the matter.

Board and Board Committees

The Board has established the Audit and Risk Committee (“ARC”) and the Nominating and Remuneration
Committee (“NRC”) (collectively, the “Board Committees”) with clear written terms of reference to assist it in the
discharge of its functions. The compositions and duties of these committees are described in this CG Report.
Membership of these Board Committees is managed to ensure an equitable distribution of responsibilities among
Board members so as to maximise the effectiveness of the Board and to foster active participation and contribution
from Board members. Each of these Board Committees operates and makes decisions on certain board matters
under delegated authority from the Board with the Board retaining overall oversight. These Board Committees
report their decisions and recommendations for the Board’s final endorsement and approval.

The Manager has adopted the quarterly reporting of LMIR Trust’s financial results on a voluntary basis
notwithstanding the amendments to the listing rules of the Listing Manual which came into effect on 7 February
2020 that LMIR Trust is no longer required by SGX-ST to perform quarterly reporting. Hence, the ARC and Board
continues to conduct quarterly scheduled meetings.

Lippo Malls Indonesia Retail Trust 43

Corporate
Governance (cont’d)
If a Director is unable to attend a meeting, he/she will still receive all the papers and materials for discussion for that
meeting for review. He/She will advise the Chairman of the Board or Board Committees or CEO on his/her views and
comments on the matters to be discussed or to be conveyed to other members at the meeting. The constitution
of the Manager permits the Directors to participate via teleconferencing or video conferencing, if necessary. Time is
set aside for discussions amongst the Non-Executive Directors without the presence of Management at the end of
each scheduled Board meeting. The Board and Board Committees may also make decisions by way of resolutions
in writing. In addition to the meetings, the Directors have access to Management throughout the year, thereby
allowing the Board continuous strategic oversight over the activities of LMIR Trust. Meetings of the Board and
Committees are held regularly, with the Board meeting no less than four times a year. A total of six Board meetings
were held in FY 2022. Additional board meetings on top of the quarterly meetings were held during the financial
year under review to discuss LMIR Trust’s strategic initiatives, budget, operations of the Trust’s portfolio and capital
management.

During the financial year under review, the Directors had also made offsite visits to Cibubur Junction, Lippo Mall
Kemang, Plaza Semanggi, Lippo Mall Puri, Pluit Village and Kramat Jati and met with the mall managers as part of
the strategy meeting for the Board.

The attendance record of the Directors at meetings of the Board and Board Committee meetings in FY 2022 is set
out below:

Audit and Risk

Committee Nominating and General
Board Meeting Meeting Remuneration Meeting
Attendance / Attendance/ Meeting Attendance/
No. of meetings No.of meetings Attendance/ No. No. of meetings
Name of Directors held held of meetings held held
Mr Murray Dangar Bell 6/6 4/4 1/1 1/1
Ms Gouw Vi Ven 6/6 4/4(1) 1/1 1/1
Mr Liew Chee Seng James 6/6 4/4(1) 1/1(1) 1/1
Mr Mark Leong Kei Wei 6/6 4/4 1/1(1) 1/1
Mr Sandip Talukdar* 6/6 4/4 1/1 1/1

Note:
* Stepped down as Independent Director of the Manager on 31 March 2023 and accordingly relinquished his membership on the Audit
& Risk Committee and Nominating & Remuneration Committee
(1) Attendance by invitation

Induction, Training and Development

The Board and NRC place great emphasis on a proper induction and orientation of new Directors and continued
training of existing Directors. Upon appointment, a Director is provided with a formal letter of appointment as well
as information on matters relating to the role of a Director (including his/her role as executive, non-executive and
independent director, as applicable). Newly appointed Directors are required to undertake an induction programme
to familiarise themselves with the Trust and Manager business and strategies. This includes meetings with the
Board members and briefings by Management. Likewise, site visits are organised to familiarise Directors with
LMIR Trust’s properties and to facilitate better understanding of the operations of LMIR Trust and its subsidiaries.
During the year, the Manager had organised site visits for the Directors to the retail malls. The Board also received
quarterly updates from PT LMI on the operations of the malls as well as the operating environment and sentiments
in Indonesia. The representatives from PT LMI are invited to Board meetings where Board members can raise
questions and there is sharing of views, advice and experience.

On an ongoing basis, Directors are also briefed on any changes to regulations, policies and accounting standards
that affects LMIR Trust or have an important bearing on the Manager’s or Directors’ disclosure obligations during
Board meetings or at specially-convened sessions by Management or relevant professionals. All Board members
are encouraged to receive regular training, particularly on relevant new laws, regulations and changing commercial

44 Annual Report 2022

Corporate
Governance (cont’d)
risks, from time to time. The Board is mindful of the best practice in the 2018 CG Code to initiate programmes
for Directors to meet their relevant training needs. In this regard, the Manager is supportive of the Directors’
participation in relevant conferences and seminars, and will fund the Directors’ attendance at any course or training
programme in connection with their duties as Directors.

In FY 2022, the Directors attended several seminars and conferences on topics covering, (i) Duties of an Independent
Director; (ii) Sustainability, Environmental, Social and Governance matters; (iii) New technologies on property
investment and fund raising in the REIT sector; (iv) Updates on accounting standards and auditing matters; (v)
Mental wellness in the workplace (vi) Anti-Money Laundering (“AML”) requirements; (vii) Risk management in the
current business environment.

Members of the ARC were also provided with regular briefings from the Company’s external auditors on applicable
Accounting Standards and Tax Updates during the year. The Manager maintains training records to track Directors’
attendance at training and professional development courses.

Access to Information

The Board is provided with complete, adequate and timely information through regular updates on financial
results, market trends and business developments prior to any Board meeting and/or when necessary. Any material
variances between the projections and actual results are disclosed and explained. Management is in attendance at
such meetings whilst the Company’s auditors and professional advisers who can provide additional insight into the
matters for discussion are invited from time to time to attend the relevant meetings. Management provides timely,
adequate and complete information to the Board relating to the Board affairs and matters requiring its decision or
approval. Reports such as, but not limited to, the operations and financial performance of LMIR Trust, are likewise
provided. Prompt communication to the Directors outside of Board meetings is made through several mediums
such as email, teleconferencing and video conferencing.

The Manager’s policy is to furnish the Directors with board papers at least one week prior to Board meetings in order
to give them ample time to prepare for the Board meetings. This will enable them to peruse the contents of the
reports and papers to be presented during the Board meetings and provide an opportunity for relevant questions
and discussions to take place in the Board meeting. Proposals on certain corporate undertakings are likewise
provided to the Directors prior to the Board meetings set for this purpose.

Draft agendas for Board and Committee meetings are circulated in advance to the Board Chairman and the
Committee Chairman respectively, for them to review and suggest items for the agenda. The Board and the
Committees are also furnished routine reports, where applicable, from the Management.

The appointment and removal of the Company Secretary of the Manager is a matter for the Board to decide as a
whole. The Company Secretary (or his nominee) attends to corporate secretarial administration and corporate
governance matters, attends all Board and Board Committee meetings and provides relevant and complete
information to the Directors in a timely manner when requested. The Board has separate and independent access to
Management and the Company Secretary at all times and vice versa.

The Board, whether individually or as a group, also has access to independent professional advice where appropriate,
and at the Manager’s expense.

BOARD COMPOSITION AND GUIDANCE

Principle 2 of 2018 CG Code

The Board, through the NRC, periodically reviews the size, structure and composition of the Board, to ensure that
the size of the Board is appropriate in fully discharging its functions and facilitating effective decision making for
the Manager and that the Board has a strong independent element. The objectives as set out in the Board Diversity
Policy is also taken into consideration when the NRC reviews the size and composition of the Board.

Lippo Malls Indonesia Retail Trust 45

Corporate
Governance (cont’d)
During the financial year, the Board comprised of five Directors, three of whom (including the Board Chairman) are
Independent Directors, one Non-Executive Director and one Executive Director. On 31 March 2023, the following
changes were made to the Board:

• Mr Sandip Talukdar stepped down as an Independent Director and member of ARC and NRC;
• Ms Gouw Vi Ven was re-designated as Independent Director and appointed as member of ARC; and
• Mr Mark Leong Kei Wei appointed as member of NRC.

Following these changes as at 31 March 2023, the Board comprises of four Directors, majority of whom are
Independent Directors:

Name of Directors Nature of Designation Appointment Date

Mr Murray Dangar Bell Lead Independent Director, Appointed as Lead Independent Director, ARC Member
Chairman of the Board, and NRC Member on 1 November 2019;
Chairman of the NRC
Appointed as Chairman of the Board on 31 December
2019;

and Appointed as Chairman of the NRC on 31 July 2020

Ms Gouw Vi Ven Independent Director Re-designated from Executive Director to Non-
Executive Non-Independent Director on 31 December
2019;

Appointed as NRC Member on 31 December 2019;

Re-designated from Non-Executive Non-Independent

Director to Independent Director on 31 March 2023;
and

Appointed as ARC member on 31 March 2023

Mr Mark Leong Kei Wei Independent Director, Appointed as Independent Director on 15 July 2020;
Chairman of the ARC
Appointed as Chairman of the ARC on 31 July 2020; and

Appointed as NRC member on 31 March 2023

Mr Liew Chee Seng Executive Director and CEO Appointed as CEO on 1 May 2019; and
James (“CEO”)
Appointed as Executive Director on 31 December 2019

The profiles of the Directors are set out on pages 16 and 17 of this Annual Report. There is no alternate director
appointed to the Board.

Independence

The Board, through the NRC, assesses the independence of each Director, on an annual basis in accordance with
the 2018 CG Code’s definition of an “independent director” and guidance as to the existence of relationships which
would deem a Director not be independent, the Listing Manual as well as Regulations 13D to 13H of the Securities
and Futures (Licensing and Conduct of Business) Regulations (the “SFLCB Regulations”).

Under the 2018 CG Code, a Director who has no relationship with the Manager, its related companies, its 5%
shareholders/unitholders or its officers that could interfere, or be reasonably perceived to interfere, with the
exercise of the Director’s independent business judgment in the best interests of LMIR Trust, is considered to be
independent. In addition, under the SFLCB Regulations, an independent director is one who:

46 Annual Report 2022

Corporate
Governance (cont’d)
(i) is independent from any management and business relationship with the Manager and LMIR Trust;

(ii) is independent from every substantial shareholder of the Manager and every substantial Unitholder of LMIR Trust;

(iii) is not a substantial shareholder of the Manager or a substantial Unitholder of LMIR Trust; and

(iv) has not served on the Board for a continuous period of nine years or longer.

For FY2022, each of the Non-Executive Director had carried out an assessment on whether there were any
relationships or circumstances which may impact his or her independence status. Accordingly, each of the Non-
Executive Directors had either made a negative declaration or disclosed such relationships or circumstances as
applicable. The declarations or disclosures made by each Non-Executive Director had been reviewed by the NRC.
The Board, after considering the relevant requirements under SFLCB Regulations, specifically Regulation 13E(b)(i)
of the SFLCB Regulations, 2018 CG Code and the Listing Manual, wishes to set out its views in respect of each of the
Directors as follows:

▶ Both Mr Murray Dangar Bell and Mr Mark Leong Kei Wei are independent as they (a) had been independent
from the management of the Manager and LMIR Trust during FY2022; (b) had been independent from any
business relationships with the Manager and LMIR Trust during FY2022; (c) had been independent from every
substantial shareholder of the Manager and every substantial unitholder of LMIR Trust during FY2022; (d) had
not been a substantial shareholder of the Manager or a substantial unitholder of LMIR Trust during FY2022; and
(e) have not served as a director of the Manager for a continuous period of 9 years or longer as at the last day of
FY2022.

▶ Ms Gouw Vi Ven was appointed as Executive Director and CEO of the Manager on 5 October 2018. She stepped
down as CEO of the Manager on 1 May 2019. On 31 December 2019, Ms Gouw Vi Ven was re-designated from
Executive Director to Non-Executive Non-Independent Director as she was employed by the Manager as
CEO within the past three financial years. On 31 March 2023, the Board had re-designated Ms Gouw Vi Ven
as Independent Director having considered that she (a) has been independent from the management
of the Manager and LMIR Trust as she is not currently or has been employed by the company or any of its
related corporations for FY2022 or any of the past three financial years; (b) has been independent from any
business relationships with the Manager and LMIR Trust during FY2022; (c) has been independent from every
substantial shareholder of the Manager, and every substantial unitholder of LMIR Trust during FY2022; (d) is not
a substantial shareholder of the Manager, or a substantial unitholder of LMIR Trust; and (e) has not served as a
director of the Manager for a continuous period of 9 years or longer as at the last day of FY2022. In addition, the
Board had also considered that she is not accustomed or under an obligation, whether formal or informal, to
act in accordance with the directions, instructions or wishes of any substantial shareholder of the Manager or
substantial unitholder of LMIR Trust.

The Board also takes the view that:

• Ms Gouw Vi Ven had retired from all her duties with the Sponsor Group since 1 May 2019; she has thereafter
ceased to represent the interests of the Sponsor Group and has been sitting on the Board as Non-Executive
Director solely in her personal capacity;
• To the best knowledge of the directors of the Company, Ms Gouw Vi Ven has not relied on the remuneration
given by the Manager and she is independent from substantial shareholder of the Manager and substantial
unitholder of LMIR Trust;
• Ms Gouw Vi Ven is able to exercise her professional judgment and draw upon her extensive knowledge in real
estate, strategic planning, management and corporate governance matters to act in the best interests of the
unitholders of LMIR Trust as a whole.

Lippo Malls Indonesia Retail Trust 47

Corporate
Governance (cont’d)
In light of the above, notwithstanding Ms Gouw Vi Ven’s relationship with the Company as a Non-Executive Director
prior to her re-designation as an Independent Non-Executive Director, the Board is in the opinion she would be able
to carry out her duties as an Independent Non-Executive Director impartially and independently.

▶ Mr Liew Chee Seng James is currently the Executive Director and CEO of the Manager and is deemed as non-
independent by virtue of his executive appointment.

As at 31 December 2022, each of the above-mentioned Directors was able to act in the best interests of all
unitholders of LMIR Trust as a whole.

Board Diversity

The Board maintains that the board composition must have a strong independent element as well as diversity of
thought and background to allow the Board to have robust deliberations and provide diverse and objective insights
into issues brought before the Board.

The Board has adopted a Board Diversity Policy which sets out the approach to diversity of the Board. The Board
Diversity Policy would be considered in determining the optimum composition of the Board and when possible,
should be balanced appropriately. The Board, through NRC, aims to ensure that there is an optimal blend in the
Board of background, industry experience, skills expertise, independence and knowledge in business, banking and
finance, real estate and management skills critical to LMIR Trust’s business and that each Director can bring to the
Board an independent and objective perspective to enable balanced and well-considered decisions to be made in
the interest of LMIR Trust.

In terms of gender diversity, the NRC noted the recommendation of the Council for Board Diversity (“CBD”) for listed
companies to have 25% female representation on their boards by 2025 and 30% by 2030. In this regard, the NRC aims
to ensure that:

(a) LMIRT Board to be composed of a minimum 20% female representation with a target 30% representation by
2030;

(b) If an existing female Board member resigns or retires, the replacement Board member must also be female
unless the female representation ratio exceeds the thresholds set in (a) above;

(c) Any search firm engaged to assist the Board or a committee of the Board in identifying candidates for
appointment to the Board will be specifically directed to include female candidates;

(d) When seeking to identify a new Director for appointment to the Board, the NRC will request female candidates
to be fielded for consideration;

(e) Female representation on the Board be continually increased over time in line with CBD’s recommendation;
and

(f) At least one female Director continues to be appointed to the NRC.

All director appointments will ultimately be based on meritocracy, and candidates will be considered against
objective criteria, having due regard for the benefits of diversity and needs on the Board.

The minimum female representation of 20% has been met with female representation at 25% as at the date of this
report. The NRC would continue with the identification and evaluation of suitable candidate to ensure the gender
diversity of 30% is met by 2030 as part of the board renewal process.

48 Annual Report 2022

Corporate
Governance (cont’d)
Independence Gender Diversity
Non-Independent Directors Female board members
Independent Directors Male board members

25% 25%

75% 75%

Directors’ Age Group Tenure Mix

As at 31 March 2023 As at 31 March 2023

2
3.5
3
3

2.5

1 1 2

1.5
1
1

0.5
0
0
40’s 50’s 60’s >5 to 7 >3 to 5 0 to 3
years years years

Expertise and Experience Matrix

Accounting 13%
& Finance
Business & 25%
Management

Industry 6%
Strategic 19%
Planning
Customer-based 13%
& marketing
Human Resource 13%
Management
Legal &
Regulatory 6%

Banking 6%

Lippo Malls Indonesia Retail Trust 49

Corporate
Governance (cont’d)
Notwithstanding that the board size of four members as at the date of this report, the Board is satisfied that its
current size is still appropriate with appropriate balance and diversity of background, knowledge, skills, experience,
age and gender taking into account the targets and objectives of the Board Diversity Policy and the scope and
nature of the operations of the Manager and LMIR Trust for effective decision making. The separation of the roles
of Chairman and the CEO provides oversight to ensure that Management discharges its roles and responsibilities
effectively and with integrity. The board composition and size will be reviewed from time to time bearing in mind
the scope and nature of the operations of the Manager and LMIR Trust for effective decision making.

Board Guidance

The Non-Executive and Independent Directors contribute to the board process by monitoring and reviewing
Management’s performance. For the financial year under review, the Non-Executive and Independent Directors
have constructively challenged Management’s proposals and decisions and reviewed Management’s performance.
They have unrestricted access to Management for any information that they may require to discharge their
oversight function effectively. Given that the majority of the Directors are non-executive and independent, this
enables Management to benefit from their external, diverse and objective perspectives on issues that are brought
before the Board. It also enables the Board to work with Management through robust exchange of ideas and views
to help shape the strategic process. This, together with a clear separation of the roles between the Chairman and
the CEO, provide a healthy professional relationship between the Board and Management, with clarity of roles and
robust oversight as they deliberate on the business activities of the Manager.

Meeting of Directors without Management

The Non-Executive Directors also met regularly without the presence of Management or Executive Director at the
conclusion of each Board meeting. The Chairman of the Board, who is also Non-Executive Director, would collate the
feedbacks from such session and communicates to the CEO on any concerns or feedbacks raised by Non-Executive
Directors as appropriate.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Principle 3 of 2018 CG Code

To maintain due accountability and capacity of the Board for independent decision making, the roles and
responsibilities of the Chairman and the CEO are clearly segregated and held by different individuals. The Board has
set out in writing the division of roles and responsibilities of the Chairman and CEO.

The Chairman of the Board is responsible for the leadership of the Board and to ensure overall effectiveness
of the Board in discharging its duties. This includes setting the agenda of the Board in consultation with the
CEO and promoting constructive engagement among the Directors as well as between the Board and CEO on
strategic issues and discussions. The Chairman of the Board plays a significant leadership role by providing clear
oversight, direction, advice and guidance to the CEO on strategies. The Chairman of the Board ensures effective
communication with Unitholders and leads discussions with them. He also takes a leading role in promoting high
standards of corporate governance with the full support of the Directors and Management. The Chairman is not part
of the Management.

The CEO, Mr Liew Chee Seng James has full executive responsibilities over the business directions and operational
decisions of the Manager. He ensures that all approved strategies and policies, as set down by the Board, are fully
implemented.

The Chairman of the Board and the CEO are not immediate family members. The separation of the roles of the
Chairman of the Board and the CEO and the resulting clarity of roles provide a healthy professional relationship
between the Board and Management, facilitates robust deliberations on LMIR Trust’s activities and the exchange of
ideas and views to help shape the strategic process.

The current Chairman of the Board, Mr Murray Dangar Bell, is also the Lead Independent Director. The Lead
Independent Director is available to Unitholders where they have concerns and for which contact through the
normal channels of the CEO has failed to resolve or is inappropriate.

50 Annual Report 2022

Corporate
Governance (cont’d)
BOARD MEMBERSHIP

Principle 4 of 2018 CG Code

As at the date of this Annual Report, the NRC comprises three members, all of whom (including the Chairman of
NRC) are Independent Directors. The members are as follows:

Mr Murray Dangar Bell (Chairman) (Lead Independent Director)

Ms Gouw Vi Ven (Member) (Independent Director)
Mr Mark Leong Kei Wei (Member) (Independent Director)

During the financial year under review, the NRC had 1 meeting.

The NRC makes recommendations to the Board on all appointments to the Board and Board Committees. The NRC
seeks to ensure that the composition of the Board provides an appropriate balance and diversity of skills, experience,
gender and knowledge of the industry, and that the Directors, as a group, have the necessary core competencies
relevant to LMIR Trust’s business.

The NRC is guided by its term of reference. The key terms of reference which sets out its responsibilities, include:

(1) making recommendations to the Board on the appointment of Executive and Non-Executive Directors,
including making recommendations on the size and composition of the Board taking into consideration the
Board Diversity Policy and the balance between Executive and Non-Executive Directors as well as between
Independent and Non-Independent Directors appointed to the Board;

(2) reviewing and recommending to the Board the training and professional development programmes for new
and existing Directors;

(3) reviewing and making plans for succession of Directors, in particular, for the Chairman of the Board and CEO;

(4) determining annually, and as and when required, if a Director is independent;

(5) assessing the performance and effectiveness of the Board as a whole and the Board Committees and the
contribution of each Director to the effectiveness of the Board proposing objective performance criteria for the
Board’s approval;

(6) recommending a general framework of remuneration for the board and key management personnel;

(7) reviewing and recommending to the Board the specific remuneration packages and terms of employment
(where applicable) for each Director, CEO and key management personnel;

(8) reviewing the Manager’s obligations to ensure that contracts of service of the CEO and key management
personnel contain fair and reasonable termination clauses which are not overly generous.

Continuous Board Renewal and Succession Planning for the Board

The last renewal of the Board composition was performed in FY 2020. Renewal or replacement of Board members
does not necessarily reflect their contributions to date but may be driven by the need to position and shape the
Board in line with the evolving needs of LMIR Trust and the Manager. The Board believes that orderly succession
and renewal is an ongoing process to ensure good governance and to remain relevant to the changing needs of the
Manager and the Trust’s business.

Lippo Malls Indonesia Retail Trust 51

Corporate
Governance (cont’d)
Nomination and Selection of Directors

The composition of the Board, including the selection of candidates for appointments as part of the Board’s renewal
process, is determined using the following principles:

(a) the Board should comprise Directors with a broad range of commercial experience, including expertise in
funds management, the property industry banking and finance and other factors including age and gender as
may be determined by the NRC to be relevant and would contribute to the Board’s collective skills;

(b) at least half of the Board should comprise Non-Executive Independent Directors. Where, among other
things, if the Chairman of the Board is not an Independent Director, majority of the Board should comprise of
Independent Directors;

(c) The prescribed factors under the Board Diversity Policy; and

(d) The candidate independence, in the case of the appointment of an Independent Director.

The NRC then taps on the Directors’ resources for recommendations of potential candidates. Executive recruitment
agencies may also be appointed to assist in the search process where necessary. The potential candidates will go
through a shortlisting process. Interviews are then set up with the shortlisted candidates for the NRC to assess
them before a decision is made. As recommended by the NRC, a new Director can be appointed by way of a Board
resolution.

In addition, as part of the regulatory requirements, the MAS also gives approval for any change of CEO or of any
appointment of Director. Directors of the Manager are not subject to periodic retirement by rotation. The selection
of candidates for appointment takes into account of various factors including the current and mid-term needs
and goals of LMIR Trust and the Manager as well as the relevant expertise of the candidates and their potential
contributions. Candidates may be put forward or sought through contacts and recommendations.

Review of Directors’ Independence

The NRC conducts an annual review of each director’s independence and takes into consideration 2018 CG Code,
the Listing Manual as well as SFLCB Regulations. The NRC has ascertained that, save for Mr Liew Chee Seng James,
all Directors are considered independent according to these criteria. Directors must also immediately report any
changes in their external appointments which may affect their independence. Further information on the review of
independence can be found under the “Independence” section of this Corporate Governance Report.

Directors’ Time Commitment

The Board does not impose a hard limit on the listed company board representations as the NRC had considered
that setting a maximum number of listed company board representations would not be meaningful as the
contributions of the Directors should be best assessed through qualitative factors such as their attendance and
time commitment to the affairs of the Trust. The NRC would continue to review from time to time the board
representations and other principal commitments of each Director to ensure that the Directors continue to meet
the demands of the Trust and are able to discharge their duties adequately.

In respect of the financial year under review, the NRC was of the view that each Director has given sufficient time
and attention to the affairs of the Trust and has been able to discharge his or her duties as Director effectively. The
NRC noted that based on the attendance of Board and Board committee meetings during the financial year under
review as well as the contribution and performance of each Director as such meetings, the NRC is satisfied that all
the Directors have been able to and had adequately carried out their duties notwithstanding their other principal
commitments and multiple directorships, where applicable.

The profile and key information regarding the Directors such as academic and professional qualifications, list of the
present and past directorships and chairmanships held over the last three years, and other principal commitments
are found on pages 16 to 17 of this Annual Report.

52 Annual Report 2022

Corporate
Governance (cont’d)
BOARD PERFORMANCE

Principle 5 of 2018 CG Code

The Manager believes that board performance is ultimately reflected in the long-term performance of LMIR Trust.

Board and Board Committee Evaluation

The NRC undertakes a process to assess the effectiveness of the Board and its Board Committees. Directors are
requested to complete Board and Board Committees Evaluation Questionnaires to assess the overall effectiveness
of the Board and the Board Committees. To ensure confidentiality, the Company Secretary compiles the Directors’
responses to the Board and Board Committees Evaluation Questionnaires on a collective basis and present
the results to the NRC. The results of the evaluation exercises are considered by the NRC which then makes
recommendations to the Board aimed at helping the Board and Board Committees to discharge its duties more
effectively. The Chairman of the NRC, will act on the results of the performance evaluation and in consultation with
the NRC propose recommendations to be implemented to further enhance the effectiveness of the Board, where
appropriate. As part of the assessment of the performance and composition of the Board for FY 2022, the Board,
after taking into account the NRC’s views, is satisfied that it has the appropriate size and mix of expertise and
experience, taking into account the skills, experience, gender and knowledge of the Directors in the financial year,
including the level of attendance and participation at Board meetings.

Board Performance Criteria

The NRC has in place appraisal criteria as agreed by the Board which includes an evaluation of the size and
composition of the Board, the Board’s conduct of affairs, internal controls and risk management, Board
accountability and communication with top management and standards of conduct. These performance criteria
shall not change from year to year, and where circumstances deem it necessary for any of the criteria to be changed,
the NRC and the Board shall justify its decision for the change. The Manager also has in place quantitative and
qualitative key performance indicators to appraise the performance of the CEO/Executive Director.

Individual Director Evaluation

Individual Director self-assessment is also conducted to provide performance feedback which can help individuals
to evaluate their own skills and performance as directors and motivate them to more effective contributors. The
evaluation criteria include the Director’s abilities and competencies, level of participation at Board/Committee
meetings and related activities and contribution to Board processes, governance and business strategies and
performance of the Trust. The Board is cognizant that individual director evaluations are an important complement
to the evaluation of a Board’s overall performance and the results of the Individual Director self-assessment are also
compiled by the Company Secretary and discussed by the NRC.

Lippo Malls Indonesia Retail Trust 53

Corporate
Governance (cont’d)
REMUNERATION MATTERS

PROCEDURES FOR DEVELOPING REMUNERATION POLICIES

Principle 6 of 2018 CG Code

LEVEL AND MIX OF REMUNERATION

Principle 7 of 2018 CG Code

DISCLOSURE ON REMUNERATION

Principle 8 of 2018 CG Code

The NRC has established a framework of remuneration for the Board and Management and also reviews and
recommends to the Board the specific remuneration packages for each Director and key management personnel.
In addition, the NRC helps to ensure that the remuneration payable is in line with the objectives of the remuneration
policies. The NRC seeks to structure the remuneration of Management so as to link reward to the performance and
long-term success of LMIR Trust. This ensures that the interest of Management is aligned with the interest of the
Unitholders. The NRC also considers all aspects of remuneration, including termination terms, to ensure they are
fair. The remuneration of the Non-Executive Directors in the form of directors’ fees is paid wholly in cash and the
remuneration of the CEO and key management personnel in the form of salaries, annual bonuses and benefits in
kind is also paid wholly in cash. There is no non-monetary remuneration in the form of stock options or Units paid to
the Non-Executive Directors, CEO or the key management personnel for FY 2022.

The NRC, when required, has access to expert advice both within and outside the Company, on remuneration of
directors.

Non-Executive Director Remuneration

The fee structure for Director’s fees is as follows:

Remuneration
Committee Structure (S$)
Board Basic fee 60,000
Chair fee 35,000
Audit & Risk Committee Basic fee 12,500
Chair fee 12,500
Nominating & Remuneration Committee Basic fee 3,000
Chair fee 5,000
Additional Meeting Per Meeting 4,000
For offsite meetings only Attendance fee on a per diem per day 1,000

As part of the annual review of the Non-Executive Director Remuneration Framework, the NRC has considered the
level and range of non-executive directors’ fees of S-REITs with market capitalisation S$250 million to S$500 million.
Based on the annual review, the Board through the NRC, is satisfied that the Non-Executive Director’s fee is in line
and within the range of such S-REITs of comparable size and they are not overcompensated to the extent that their
independence is compromised. The remuneration for each Non-Executive Director takes into account the relevant
Director’s contribution and responsibilities, including attendance and time spent at Board and Board Committee
meetings. The current remuneration framework for the Non-Executive Directors remains unchanged from that of
the previous financial year.

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Governance (cont’d)
The following table shows the Directors’ fees paid in the financial year ended 31 December 2022:

Total Remuneration (1)

Name of Non-Executive Director (S$)
Mr Murray Dangar Bell (1)(2) 150,641
Ms Gouw Vi Ven (1)(2) 83,333
Mr Mark Leong Kei Wei 87,000
Mr Sandip Talukdar 77,500
Total 398,474

Note:

(1) Fee paid is inclusive additional attendance fee.

(2) Fees paid is inclusive of withholding tax

The NRC had recommended to the Board a total amount of S$399,397 as Directors’ fees for the financial year ending
31 December 2023, to be paid quarterly in arrears. This recommendation had been endorsed by the Board and will
be tabled for approval at the Manager’s forthcoming AGM for shareholder approval.

Executive Director Remuneration

The Executive Director is also the CEO. The remuneration and terms of appointment of the Executive Director/CEO
was negotiated and endorsed by the Board. The remuneration of the Executive Director/CEO comprised of a fixed
salary, performance bonus and benefits in kind relating to payment of season parking, insurance premium for self
and dependents by the Manager. The Executive Director does not receive any director’s fees.

The performance bonus and annual increment are based on an annual appraisal. In particular, the performance
bonus is linked to the stability and performance of the net property income, distributable amount and distribution
per unit of LMIR Trust as compared to the preceding year and as such, it is in alignment with the performance of
LMIR Trust and is in the interests of Unitholders. The key performance indicators for the Executive Director/CEO
include but are not limited to, the following:

(i) unit price performance and distribution per unit yield for LMIR Trust;

(ii) containment of budgeted operational cost for LMIR Trust and the Manager;

(iii) effective and productive asset acquisitions from the Sponsor and third parties;

(iv) effective capital management including competitive cost of funds and fund raising fees, and effective
exchange rate management for LMIR Trust;

(v) compliance with regulatory requirements; and

(vi) More active engagement with Unitholders through regular meetings, attending conference, roadshows both
locally and overseas and committed to share accurate information with investing public in a timely manner.

For the avoidance of doubt, the Executive Director/CEO was not involved in the decision of the Board on his own
remuneration.

The Manager is aware of the 2018 CG Code’s requirement and the Notice to All Holders of a Capital Markets Service
Licence for Real Estate Investment Trust Management (issued pursuant to Section 101 of the SFA) to disclose the
exact quantum of the remuneration of the CEO and the Directors. The Board has assessed and decided against
the disclosure of the exact quantum of the Executive Director/CEO’s remuneration and has instead disclosed his
remuneration in bands of S$250,000. The Manager believes that such disclosure, together with the disclosure on the
remuneration policies, the type of remuneration and the factors taken into account in linking performance of LMIR
Trust to remuneration of the key management personnel set out below, is sufficient for providing transparency to
Unitholders without prejudicing the interest of Unitholders. In view of the highly competitive REIT management
industry, the Manager believes that opting not to disclose the exact quantum of the remuneration of the Executive

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Governance (cont’d)
Director/CEO will minimise the risk of potential staff movements and loss of key personnel which would cause
undue disruptions to the management of LMIR Trust and which would not be in the interests of Unitholders.
However, the Manager has decided to disclose the aggregate remuneration of the key management personnel of
the Manager (including the Executive Director/CEO) found on page 57 of this Annual Report.

Remuneration of Key Management Personnel

The Manager’s remuneration framework for key management personnel comprises fixed salary, performance
bonuses and benefits in kind. The performance bonus and annual increment are based on an annual appraisal of
each individual employee of the Manager. In particular, the performance bonus of the key management personnel
is linked to their contribution to the performance of the net property income, distributable amount and distribution
per unit of LMIR Trust as compared to the preceding year and, as such, is in alignment with the performance of LMIR
Trust and is in the interests of Unitholders.

The 2018 CG Code requires the Manager to disclose the remuneration of the Manager’s top five key management
personnel (who are not Directors or CEO) on a named basis in bands of S$250,000 as well as the aggregate
remuneration paid to the top five key management personnel (who are not Directors or CEO). In addition, pursuant
to MAS Notice to All Holders of a Capital Markets Services Licence for Real Estate investment Trust Management
(Notice No: SFA04-N14), the Manager is required to disclose the remuneration of the CEO and each individual
director on a named basis, and the remuneration of at least the top five key management personnel (which shall
not include the CEO and key management personnel who are directors), on a named basis, in bands of S$250,000.
The Manager may provide an explanation if it does not wish to or is unable to comply with such requirement. The
Board has identified five key management personnel who have the authority and responsibility to assist the CEO
in planning, directing and controlling the activities of the Manager. The Manager has decided (a) to disclose the
Executive Director’s (who is also the CEO) remuneration in bands of S$250,000 (instead of on a quantum basis), (b)
not to disclose the remuneration of the key management personnel of the Manager in bands of S$250,000, and (c)
to disclose the aggregate remuneration of all key management personnel of the Manager (including the Executive
Director/CEO) for the following reasons:

(i) competition for talent in the REIT management industry is very keen and the Manager has, in the interests of
Unitholders, opted not to disclose the exact remuneration of its Executive Director/CEO and Key Management
Personnel as this may give rise to recruitment and talent retention issues as well as the risk of unnecessary key
management turnover;

(ii) the composition of the current management team has been stable and to ensure the continuity of business
and operations of LMIR Trust, it is important that the Manager continues to retain its team of competent and
committed staff;

(iii) due to the confidentiality and sensitivity of staff remuneration matters, the Manager is of the view that such
disclosure could be prejudicial to the interests of Unitholders; and

(iv) the remuneration of the CEO and Key Management Personnel are paid by the Manager and there is full
disclosure of the total amount of fees paid to the Manager set out at page 106 of this Annual Report.

The components of the CEO’s and the key management personnel’s remuneration, comprising the fixed salary
and performance bonus, the annual appraisal process and the factors which are taken into account in assessing
performance of the CEO and key management personnel and which go towards determination of the performance
bonus, including but not limited to, (in the case of the CEO) unit price performance and distribution per unit yield,
containment of corporate and operation costs, effective and productive asset acquisitions from the Sponsor and
third parties, effective capital management, compliance with regulatory requirements and active engagement
with Unitholders, and (in the case of the key management personnel) improvement in the net property income,
distributable amount and distribution per unit of LMIR Trust. The disclosure of these performance metrics show the
relationship between the CEO’s and the key management personnel’s remuneration and the performance and long
term value creation for LMIR Trust.

The Manager believes that there is sufficient transparency on the Manager’s remuneration policies, level and mix of
remuneration, the procedure for setting remuneration and the relationships between remuneration, performance
and value creation consistent with the intent of Principle 8.

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Governance (cont’d)
The level and mix of the remuneration of the Executive Director/CEO in the bands of S$250,000 are set out below:

Remuneration for Executive Director and Salary & AWS Bonus Allowance and Total
Chief Executive Officer for FY 2022 Benefits (1)
Between S$250,000 to S$500,000
Mr Liew Chee Seng James 83% 12% 5% 100%

Key Management Personnel Allowance and

for FY 2022 Salary & AWS Bonus Benefits (1) Total
Mr Wong Yoon Thim
Ms Lim Chin Ni* 78% 16% 6% 100%
Mr Cheng Jih Min
Mr Heng Shao Sheng
Ms Jessie Setiono
Ms Ella Jia**
Aggregate Remuneration (including Executive Director & CEO) S$1,603,952

Note:

* Appointed on 1 June 2022

** Resigned on 29 June 2022
(1) The amount disclosed includes allowance, employer CPF, annual leaves encashment, handphone allowance and benefits in kind
such as professional membership, season parking, long service award and insurance premium for self and dependent etc.

There is no existing service agreement entered into by the Directors or key management personnel with the
Manager that provides for benefits upon termination of appointment or post-employment. The Manager has also
not set aside nor accrued any amounts to provide for pension, retirement or similar benefits for the Directors and
key management personnel.

The Manager does not have any employee share or unit scheme and does not remunerate directors and key
management personnel in the form of shares or interests in the Sponsor or its related entities or any other entities.

No remuneration consultants were engaged in FY 2022. The NRC may seek expert advice from remuneration
consultants on remuneration matters, as and when necessary.

There were no employees of the Manager who were substantial shareholder of the Manager, substantial Unitholder
of LMIR Trust or immediate family members of a Director, the CEO, any substantial shareholder of the Manager or
any substantial Unitholder of LMIR Trust, and whose remuneration exceeded S$100,000 in FY 2022.

(C) ACCOUNTABILITY AND AUDIT

RISK MANAGEMENT AND INTERNAL CONTROLS

Principle 9 of the 2018 CG Code

Risk Management

Effective risk management is an integral part of LMIR Trust’s business at both strategic and operations level.
Recognising and managing risk is central to the business and to protecting Unitholders’ interests and value. The
Board has overall responsibility for the governance of risk and oversees the Manager in the design, implementation
and monitoring of the risk management and internal control systems. The ARC assists the Board in carrying out
the Board’s responsibility of overseeing the risk management framework and policies of LMIR Trust. The Manager
has established an enterprise risk management (“ERM”) framework and policies which have been approved by the
Board that provide a more structured approach to identifying, reviewing and managing the key risks arising from
management and operations of LMIR Trust’s portfolio of assets. The ERM framework and policies are monitored and
reviewed by the Board regularly and major developments or significant revisions to the ERM framework or policies
will be submitted to the Board for approval.

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The Board reviews the business risks of LMIR Trust, examines liability management and acts upon any comments
from the Manager and the auditors of LMIR Trust. In assessing business risks, the Board considers the economic
environment and risks relevant to the property industry. The Board reviews management reports and feasibility
studies on individual projects prior to approving any major transactions. Management meets regularly to review
the operations of the Manager and LMIR Trust and to discuss any risks relating to its assets and the management
thereof.

The Manager maintains a risk register to track and monitor risks faced by LMIR Trust in the areas of strategic,
operational, financial, compliance and information technology. The risk register is updated on a periodic basis and
top-tier risks, as well as risk mitigation measures for top-tier risks, are reported to the ARC and the Board for review.

Internal Controls

The Company’s internal auditor conducts independent reviews of the adequacy and effectiveness of the internal
controls of the LMIR Trust Group and the Manager, including financial, operational, compliance and information
technology controls addressing the key risks identified in the enterprise risk management framework. Any material
non-compliance or failures in internal controls and recommendations for improvements are reported to the ARC.
The ARC also reviews the effectiveness of the actions taken by Management on the recommendations made by the
internal auditors in this respect.

In the course of the statutory audit, the Company’s external auditor will highlight any material internal control
weaknesses which have come to their attention in the course of carrying out their audit procedures, which are
designed primarily to enable them to express their opinion on the financial statements. Such material internal
control weaknesses noted during their audit, and recommendations, if any, by the external auditors are reported to
the ARC.

The Board has received assurance from the CEO and CFO that, as at 31 December 2022, the financial records of
LMIR Trust have been properly maintained, and the financial statements give a true and fair view of the LMIR Trust’s
operations and finances.

The Board has also received assurance from the CEO and Key Management Personnel that the internal controls
(including financial, operational, compliance and information technology controls) and risk management systems
were adequate and effective as at 31 December 2022 to address the risks that the Manager considers relevant and
material to LMIR Trust’s operations.

Based on the internal controls established and maintained by LMIR Trust Group, work performed by the internal
and external auditors, reviews performed by Management, the ARC and the Board as well as the assurances
set out above, the Board, with the concurrence of the ARC, is of the opinion that LMIR Trust Group’s present
risk management systems and internal controls (including financial, operational, compliance and information
technology controls), were adequate and effective as at 31 December 2022 to address risks which the Company
considers relevant and material to the LMIR Trust Group’s operations.

The Board notes that the system of risk management and internal controls provides reasonable, but not absolute,
assurance, that LMIR Trust Group, will not be adversely affected by any event that could be reasonably foreseen or
anticipated, as it works to achieve its business objectives. In this regard, the Board also notes that no system of risk
management and internal controls can provide absolute assurance against the occurrence of material errors, poor
judgement in decision making, human error, losses, fraud or other irregularities.

The Manager’s approach to risk management and internal controls and the management of key business risks is set
out in the “Risk Management” section of page 36 of this Annual Report.

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Governance (cont’d)
AUDIT AND RISK COMMITTEE (“ARC”)

Principle 10 of the 2018 CG Code

The ARC comprises three members, all of whom (including the Chairman of the ARC) are Independent Directors. As
at the date of this report, the members are as follows:

Mr Mark Leong Kei Wei (Chairman)

Mr Murray Dangar Bell (Member)
Mr Gouw Vi Ven (Member)

The members of the ARC are appropriately qualified to discharge their responsibilities and have recent and relevant
accounting or related financial management expertise or experience, as the Board interprets such qualification in
its business judgment. None of the ARC members were previous partners or directors of the Company’s external
auditor, RSM Chio Lim LLP, within the last 24 months or hold any financial interest in the external auditor.

The ARC’s responsibilities as set forth in its terms of reference include:

• reviewing significant financial reporting issues and judgements so as to ensure the integrity of financial
statements and announcements on the Trust’s financial performance, and making recommendations, if any,
to the Board, and in particular, monitoring the integrity of the financial reports prepared by the Manager and
reviewing the application and consistency of the accounting standards used;

• monitoring the procedures established to regulate Related Party Transactions (as defined herein), including
ensuring compliance with the provisions of the Listing Manual relating to “interested person transactions”
(as defined therein) and the provisions of the Appendix 6: Investment Property Funds of the CIS Code
(“Property Funds Appendix”) relating to “interested party transactions” (as defined therein) (both such types of
transactions constituting “Related Party Transactions”);

• monitoring the procedures in place to ensure compliance with applicable legislation, the Listing Manual and
the Property Funds Appendix;

• reviewing arrangements by which whistle-blowers may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or other matters and ensuring that arrangements are in place for
the independent investigation of such matters and for appropriate follow-up action;

• reviewing and reporting to the Board at least annually, the adequacy and effectiveness of the risk management
and internal control systems (including financial, operational, compliance and information technology
controls), and state whether the ARC concurs with the Board’s comment on adequacy and effectiveness of the
Company’s internal controls and risk management systems;

• reviewing external audit reports to ensure that where deficiencies in internal controls have been identified,
appropriate and prompt remedial action is taken by Management;

• making recommendations to the Board on the appointment, re-appointment and removal of external auditors
and approving the remuneration and terms of engagement of external auditors;

• reviewing, on an annual basis, the scope and result of the external audit, the independence and objectivity of
the external auditors and where the external auditors also provide a substantial volume of non-audit services to
LMIR Trust, keeping the nature and extent of such services under review, seeking to balance the maintenance
of objectivity and value for money;

• reviewing the adequacy, effectiveness, independence, scope and results of the Trust’s internal audit by, inter
alia, monitoring and assessing the role and effectiveness of the internal audit function, including the internal
audit plans, activities, budget and resources;

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• reviewing the assurances required under Provision 9.2 of the 2018 CG Code that the financial records have
been properly maintained and the financial statements give a true and fair view of the Trust’s operations and
finances as well as the adequacy and effectiveness of risk management and internal control systems;

• meeting with external and internal auditors, without the presence of the executive officers of the Manager, at
least on an annual basis;

• investigating any matters within the ARC’s terms of reference, whenever it deems necessary; and

• reporting to the Board on material matters, findings and recommendations.

The ARC has the authority to investigate any matter within terms of reference, has full access to and co-operation
from Management and has full discretion to invite any Director or executive officer of the Manager to attend its
meetings. The ARC also has full access to reasonable resources to enable it to discharge its functions properly.

The ARC keeps abreast of changes to accounting standards and issues that may have a direct impact on financial
statements by referring to the best practices and guidance in the Guidebook for Audit Committees in Singapore and
the reports issued from time to time in relation to the Financial Reporting Surveillance Programme administered by
the Accounting and Corporate Regulatory Authority.

In FY 2022, the ARC had:

(i) held four meetings during the year;

(ii) reviewed and approved the internal and external audit plans, including the nature and scope of work before
commencement of these audits;

(iii) met with the internal and external auditors without the presence of Management, to discuss their findings as
set out in their respective reports to the ARC. Both the internal and external auditors had confirmed that they
had received the full co-operation of management and no restrictions were placed on the scope of audits;

(iv) reviewed and recommended to the Board, the quarterly and full-year financial statements and audit report;

(v) reviewed all services provided by the external auditors and were satisfied that the provision of such services did
not affect their independence. The external auditors had also affirmed their independence in their report to the
ARC;

(vi) reviewed Interested Person Transactions and Related Party Transactions on a quarterly basis;

(vii) reviewed and determined the adequacy and effectiveness of risk management and internal controls system,
including financial, operational, compliance and information technology controls and made the requisite
recommendation to the Board; and

(viii) reviewed the Manager’s Risk Management Policy.

RSM Chio Lim LLP audited LMIR Trust and the Singapore subsidiaries. A member firm of RSM International, of which
RSM Chio Lim LLP is a member, audited the foreign subsidiaries. LMIR Trust is in compliance with Listing Rules 712
and 715 of the SGX-ST Listing Manual.

The ARC has undertaken a review of all non-audit services provided by the external auditors in FY 2022 and is
satisfied that the extent of such services would not affect the independence of the external auditors before
confirming their re-nomination. The aggregate amount of audit fees payable to external auditors for FY 2022
was S$756,999, of which audit fees amounted to S$718,959 and non-audit fees amounting to S$38,040. In respect
of the financial year under review, the external auditors have confirmed that they are in compliance with the
independence requirements set out in the Code of Professional Conduct and Ethics under the Accountants (Public
Accountants) Rules of the Singapore Accountants Act and have affirmed their independence in this respect. In

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reviewing the nomination of RSM for re-appointment for the financial year ending 31 December 2023, the ARC had
considered the adequacy of the resources and experience of RSM including the audit engagement partner assigned
to the audit and the number and experience of the supervisory and professional staff assigned to the Trust’s audit.
The ARC reviewed the Audit Quality Indicators presented by RSM.

On the basis above, the ARC, with the concurrence of the Board, has recommended the re-appointment of RSM
Chio Lim LLP as the external auditors, which will be subject to approval of Unitholders at LMIR Trust’s Annual General
Meeting to be held on 25 April 2023.

In the review of the financial statements for FY 2022, the ARC has discussed with both Management and the
external auditors on the impact of the COVID-19 pandemic and its effects on the mall operations and the operating
environment, the accounting principles that were applied and their judgement of items that might affect the
integrity of the financial statements as well as the following key audit matters, which is included in the Independent
Auditor’s Report.

The ARC also held discussion with the Management on their plans and measures taken and assessed the ability of
the Group to continue operating as a going concern and the relevant factors and bases considered in analysing the
validity of the going concern, details of which are found in Note 1 to the financial statements on page 88 and 89 of
the Annual Report.

Key Audit Matters How the ARC reviewed these matters and what decisions were made
Valuation of investment The ARC considered the methodologies and key assumptions applied by the
properties valuers in arriving at the valuation of the investment properties.

The valuation of investment properties was also an area of focus of the external
auditor. The external auditor has included this item as a key audit matter in their
audit of report for the financial year ended 31 December 2022. Please refer to the
Independent Auditor’s Report of this Annual Report.

The ARC considered the findings of the external auditors, including their
assessment of the appropriateness of valuation methodologies and the underlying
key assumptions applied in the valuation of investment properties.

The ARC was satisfied with the valuation process, the methodologies used and the
valuation of investment properties as adopted as at 31 December 2022.

Internal Audit

The internal audit function of the Manager is outsourced to KPMG Services Pte Ltd, a reputable accounting/auditing
firm. The internal auditors will ensure that the internal audit function is carried out according to the standards set by
nationally or internationally recognised professional bodies, including the Standards for the Professional Practice of
Internal Auditing set by The Institute of Internal Auditors by persons with the relevant qualifications and experience.
The ARC approves the hiring, removal, evaluation and compensation of the internal auditors. The internal auditors
report directly to the ARC. In line with the requirements under Rule 1207(10C) of the Listing Rules, following the
review of the internal audit plan and the internal auditors’ resources to conduct the internal audit plan, the internal
auditors’ objectivity in the assessment of issues and taking into account that the internal auditors have access to
all the Company’s documents, records, properties and personnel, including access to the ARC and having the co-
operation of management, the ARC is satisfied with the independence of the internal auditors, and is of the view
that the internal audit function is independent, effective, adequately resourced and has the appropriate standing
within the LMIR Trust Group.

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In the financial year under review, the internal auditors have conducted audit reviews based on the internal audit
plan approved by the ARC. They have full and unfettered access to the ARC and to all the documents, records,
properties and personnel of the Manager. Upon completion of each audit assignment, they report their findings
and recommendations to the Manager who would respond on the actions to be taken, before the audit report is
submitted to ARC for deliberation and validation of the follow up actions taken.

(D) SHAREHOLDER RIGHTS AND ENGAGEMENT

SHAREHOLDER RIGHTS AND CONDUCT OF GENERAL MEETINGS

Principle 11 of 2018 CG Code

ENGAGEMENT WITH SHAREHOLDERS

Principle 12 of 2018 CG Code

The Manager is committed to treating all the Unitholders fairly and equitably and strives to uphold a strong culture
of timely disclosure and transparent communication with Unitholders and the investing community. All Unitholders
enjoy specific rights under the Trust Deed and the relevant rules and regulations. These include, among other
things, the right to participate in profit or dividend distributions. Unitholders are also entitled to attend and vote at
the general meetings of Unitholders and are accorded the opportunity to participate effectively.

The Managers notifies its investors in advance of the date of release of its financial results via SGXNet. The Manager
provides Unitholders with quarterly and annual financial statements through the SGXNet. In presenting these
financial statements to Unitholders, the Board aims to provide these Unitholders with a balanced, clear and
understandable assessment of the Manager and LMIR Trust’s performance, position and prospects on a quarterly
basis. To achieve this, the Management provides the Board with management information and accounts as any
Director may require from time to time in order to enable the Directors to keep abreast and make a balanced and
informed assessment of LMIR Trust’s financial performance, position and prospects. Other material information is
also disseminated to Unitholders through announcements via SGXNet, press releases and LMIR Trust’s website.

The Manager’s disclosure policy requires timely and full disclosure of all material information relating to LMIR
Trust by way of public releases or announcements through the SGX-ST via SGXNet at first instance and thereafter
including the release or announcement on LMIR Trust’s website at www.lmir-trust.com. When there is an
inadvertent disclosure made to a selected group, the Manager will make the same disclosure publicly to all others as
soon as practicable.

The Manager, through its Investor Relations Officer, also uses other channels of communication with Unitholders
and investors to keep them informed regularly of corporate developments, such as:

• analysts’ briefings where necessary;

• one-on-one/group meetings or conference calls on a quarterly basis, local/overseas non-deal specific

roadshows;

• participation in forums and seminars organised by various financial institutions and attended by selected
investors;

• responding to queries submitted to the Manager via electronic mail or telephone calls; and

• annual reports.

The list of investor activities for FY 2022 is disclosed on page 37 of this Annual Report.

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The Board has taken active steps to solicit and understand the views of Unitholders by providing them the
opportunity to raise relevant questions on LMIR Trust’s business activities, financial performance and other business
matters and to communicate their views at the general meetings. We maintain a dedicated investor relations
website https://lmir.listedcompany.com which provides comprehensive and updated information about LMIR Trust,
as well as a dedicated IR email [email protected] / [email protected] to address all Unitholders’ queries.
The Manager also has an Investors Relations Policy to actively engage and promote regular, effective and fair
communication with Unitholders and other stakeholders. All material information, corporate updates and quarterly
financial results are posted in a timely manner on SGXNet and also on our dedicated investor relations website.
The Directors, Chairmen of the Board Committees, representative(s) of the Trustee, external auditors, the Company
Secretary, independent financial advisers, legal counsels and other professional advisers attend the annual or
extraordinary general meetings to address Unitholders’ queries. Unitholders are encouraged to participate in the
question and answer sessions, whereby minutes of the proceedings, including any substantial queries raised by
Unitholders in relation to the agenda and the accompanying responses from the Board and Management, are
subsequently recorded, prepared and minuted. These minutes are made available to Unitholders on the LMIR
Trust’s website.

Unitholders who are unable to attend general meetings can appoint up to two proxies to attend, participate and
vote in general meetings on his/her behalf. Corporations providing nominee and custodial services can appoint
more than two proxies to attend, participate and vote in general meetings on behalf of Unitholders who hold Units
through such corporations. Voting in absentia and by email, which are currently not permitted, may only be possible
following careful study to ensure that the integrity of information and authentication of the identity of Unitholders
through the web are not compromised, and legislative changes are effected to recognise remote voting.

The Manager conducts electronic poll voting for all the resolutions to be passed at general meetings of LMIR Trust
for greater transparency in the voting process. An independent scrutineer firm is also present to validate the votes at
each general meeting. The results of all votes for and against each resolution is tallied and instantaneously displayed
at the meeting. The voting results are announced via SGXNet following each general meeting. There are separate
resolutions at the general meetings on each substantially separate issue. Resolutions are not “bundled” unless
resolutions are interdependent and linked so as to form one significant proposal. The 2022 AGM was convened
and held by electronic means on 29 April 2022 pursuant to the COVID-19 (Temporary Measures) (Alternative
Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture
Holders) Order 2020 (the “Order”). Alternative Arrangements relating to attendance at the AGM via electronic means
(including arrangements by which the meeting can be electronically accessed via ’live’ audio-visual webcast or ‘live’
audio only stream), submission of questions to the Chairman of the Meeting in advance of the 2022 AGM, addressing
of substantial and relevant questions prior to the AGM and voting by appointing the Chairman of the Meeting as
proxy at the AGM, were put in place for the 2022 AGM.

LMIR Trust targets to provide sustainable distribution payouts. LMIR Trust distribution policy is to distribute at least
90% of its tax-exempt income (after deduction of applicable expenses) and capital receipts. The tax-exempt income
comprises of dividends received from the Singapore tax resident subsidiaries. The capital receipts comprise of
amounts received by LMIR Trust from redemption of redeemable preference shares in the Singapore subsidiaries.
LMIR Trust’s distributions are paid on a quarterly basis and for every dividend declaration made, Unitholders will be
notified via an announcement made through SGXNet.

However due to the looming economic downturn, ongoing geopolitical tensions and restrictive financial conditions,
these have affected LMIR Trust’s financial performance and made it necessary for LMIR Trust to deviate from its
stated policy of distributing at least 90% of its tax-exempted income and capital receipts. A more modest and
prudent distribution strategy was adopted considering the challenging circumstances and uncertainties in the near
future. Nevertheless, the Board’s position is to aim to return to the 90% pay-out of distributable income and capital
receipts as soon as practicable.

Lippo Malls Indonesia Retail Trust 63

Corporate
Governance (cont’d)
ENGAGEMENT WITH STAKEHOLDERS

Principle 13 of 2018 CG Code

The Manager believes that engaging stakeholders is imperative for the success of LMIR Trust’s performance. LMIR
Trust has identified its stakeholders based on their impact on LMIR Trust’s business and those with a vested interest
in LMIR Trust’s operations. LMIR Trust’s stakeholders include investors, tenants and the local community. Through
various engagement initiatives, LMIR Trust was able to strengthen its relationships with its stakeholders and obtain
valuable feedback. The Manager also proactively communicates and engages with the investment community
through investor conferences, non-deal roadshows (“NDR”), one-on-one meetings, tele-conferences and quarterly
results briefings, where necessary.

LMIR Trust maintains a dedicated investor website to communicate and engage with stakeholders which can be
accessed at www.lmir-trust.com. Further details on how the Manager engages with its diverse stakeholders, their
expectations and concerns, and how the Manager responds to them are detailed on page 37 (Investor Relations) of
this Annual Report as well as on page 40 of the summary sustainability report.

(E) ADDITIONAL INFORMATION

DEALING IN LMIR TRUST UNITS

The Board has adopted a code of conduct to provide guidance to its Directors and officers as well as the Manager
on dealing in LMIR Trust’s units (“Units”). A Director is required to give notice to the Manager of his/her acquisition
of Units or changes in the number of Units he/she holds or in which he/she has an interest, within two business days
after such acquisition or occurrence.

In general, the Manager’s Personal Trading Policy permits Directors and employees of the Manager to hold Units but
prohibits them and the Manager from dealing in such Units during the “closed” window period as follows:

(i) during the period commencing one month before the public announcement of LMIR Trust’s full year results
and (where applicable) property valuation and two weeks before the public announcement of LMIR Trust’s
quarterly results and ending on the date of announcement of the relevant results or, as the case may be,
property valuation; and

(ii) on short term considerations or at any time whilst in possession of price sensitive information.

The Directors and employees of the Manager are expected to observe insider trading regulations at all times. The
Manager issues quarterly reminders to its Directors, relevant officers and employees on the restrictions in dealing in
LMIR Trust units as set out above.

In addition, as part of its undertaking to MAS, the Manager has undertaken that it will not deal in the Units during
the period commencing one month before the public announcement of LMIR Trust’s full year results and where
applicable, property valuation, and two weeks before the public announcement of LMIR Trust’s quarterly results and
ending on the date of announcement of the relevant results or, as the case may be, property valuation.

FEES PAYABLE TO THE MANAGER

Under the CIS Code where fees are payable out of the deposited property of a property fund, the methodology and
justifications for each type of fees payable should be disclosed. The methodology for computing the fees payable
to the Manager is contained in Clause 15 of the Trust Deed (as amended), details of which are disclosed under the
Notes to Financial Statements.

64 Annual Report 2022

Corporate
Governance (cont’d)
Pursuant to Clause 15.1.3, 15.1.4, 15.1.5 and 15.2.1 of the Trust Deed, the Manager is entitled to (i) a base fee of 0.25% per
annum of the value of the Deposited Property (excluding those authorised investments not in the nature of real
estate, whether directly held by LMIR Trust or indirectly through one or more special purpose vehicles), (ii) an annual
performance fee of 4.0% per annum of the Net Property Income (as defined in the Trust Deed) for each financial
year (calculated before accounting for this fee in that financial year) (iii) an authorised investment management
fee of 0.5% per annum of the investment value of such authorised investment, (iv) an acquisition fee of 1.0% on the
acquisition price upon the completion of an acquisition and (v) a divestment fee of 0.5% on the sale price upon the
completion of a divestment.

The management fees will be paid in the form of cash and/or Units (as the Manager may elect). The management
fees payable in Units will be issued at the volume weighted average price for a Unit for all trades on the SGX-ST
in the ordinary course of trading on the SGX-ST for the period of 10 Business Days (as defined in the Trust Deed)
immediately preceding the relevant Business Day.

For FY 2022, the breakdown of the management fees and frequency of payment is as follows:

Group LMIR Trust

2022 2021 2022 2021
S$’000 S$’000 S$’000 S$’000
Base fee 4,864 5,061 4,794 4,990
Performance fee 5,219 4,170 5,219 4,170
Authorised Investment fee 96 65 96 65
Acquisition fee - 1,653 - 1,653
Divestment fee - - - -
Total 10,179 10,949 10,109 10,878

In FY 2022, the Manager’s performance fee is payable once a year after completion of the audited financial
statements for the relevant financial year in arrears.

JUSTIFICATION OF FEES PAYABLE TO THE MANAGER

1. Base fee

The Manager receives a base fee of 0.25% per annum of the value of all the assets (excluding those authorised
investments not in the nature of real estate) for the time being of the Trust or deemed to be held upon the
Trust constituted under the Trust Deed, representing the remuneration to the Manager for executing its core
responsibility. The base fee compensates the Manager for the costs incurred in managing LMIR Trust, which includes
day-to-day operational costs, compliance costs and costs incurred in managing and monitoring the portfolio. The
base fee is calculated at a fixed percentage of asset value as the scope of the Manager’s duties commensurates with
the size of LMIR Trust’s asset portfolio.

Since LMIR Trust’s listing on 19 November 2007, the Manager has taken active steps to keep its portfolio relevant and
adaptable to the changing economic and environmental landscapes. As at 31 December 2022, LMIR Trust existing
portfolio comprises 22 retail malls and 7 retail spaces spread over Indonesia with a combined gross floor area of
1,828,798 square metres and valuation of S$1,666.3 million.

2. Performance fee

The Manager receives an annual performance fee of 4.0% per annum on the Net Property Income of the Trust or (as
the case may be) the Net Property Income of the relevant Special Purpose Vehicles (as defined in the Trust Deed) for
each financial year.

Lippo Malls Indonesia Retail Trust 65

Corporate
Governance (cont’d)
The performance fee, which is based on Net Property Income, aligns the interests of the Manager with Unitholders
as the Manager is motivated and incentivised to achieve income stability by ensuring the long-term sustainability of
the assets through proactive asset management strategies and asset enhancement initiatives. Therefore, to achieve
sustainability in LMIR Trust’s Net Property Income, the Manager is dis-incentivised from taking on excessive short-
term risks and will strive to manage LMIR Trust in a balanced manner.

3. Authorised investment management fee

The authorised investment management fee serves the same function as the base fee to compensate the Manager
should LMIR Trust invest in any authorised investments which are not in the nature of real estate. The Manager
receives the authorised investment management fees at 0.5% of the authorised investment.

Since August 2019, the Manager has been actively managing surplus funds via weekly placements with domestic
banks to generate interest income for the Trust. Interest income for FY 2022 was S$1,641,000 compared to
S$1,508,000 in prior year.

4. Acquisition and divestment fees

In line with the Manager’s key objective of managing LMIR Trust for the benefit of Unitholders, the Manager
regularly reviews its portfolio of properties and considers the acquisition and/or recycling of assets, where
appropriate, to optimise its portfolio. This involves a thorough review of the exposures, risks and returns as well as the
overall value-add of acquisitions or divestments to LMIR Trust’s existing portfolio and future growth expectations.

In undertaking a proposed acquisition, the Manager is expected to spend time and effort in conducting due
diligence, structuring the acquisition, negotiating transaction documentation with the vendor, liaising with the
valuers and working with the professional advisers and regulatory authorities to seek the necessary approvals from
the regulators and/or Unitholders (where required). Similarly, in undertaking a proposed divestment, the Manager
is expected to spend time and effort in negotiating with the prospective purchaser, structuring the divestment,
liaising with the valuers and working with the professional advisers and regulatory authorities to seek the necessary
approvals from regulators and/or the Unitholders (where required).

The Manager receives an acquisition fee of 1.0% on the acquisition price upon the completion of an acquisition, and
a divestment fee of 0.5% on the sale price upon the completion of a divestment. The acquisition fee is higher than
the divestment fee because there is additional work required to be undertaken in terms of sourcing, evaluating and
conducting due diligence for an acquisition, as compared to a divestment.

The acquisition and divestment fees seek to motivate and compensate the Manager for the time, cost and effort
spent in sourcing, evaluating and executing potential opportunities to acquire new properties to further grow
LMIR Trust asset portfolio (in the case of an acquisition) or, in rebalancing and unlocking the underlying value
of the existing properties (in the case of a divestment). The Manager provides these services over and above the
provision of ongoing management services with the aim of enhancing long- term returns, income sustainability and
achieving the investment objectives of LMIR Trust.

As required by the Property Funds Appendix, where acquisition fees or divestment fees are to be paid to the
Manager for the acquisition of assets from, or divestment of assets to, an interested party, the acquisition fees or
divestment fees are to be paid in the form of units in LMIR Trust issued at the prevailing market price, which should
not be sold for a period of one year from their date of issuance. This additional requirement for interested party
acquisitions and divestments further aligns the Manager’s interests with Unitholders.

66 Annual Report 2022

Corporate
Governance (cont’d)
DEALING WITH CONFLICT OF INTEREST

The Manager has instituted the following procedures to deal with potential conflicts of interest issues, which the
Manager may encounter, in managing LMIR Trust:

• The Manager will not manage any other real estate investment trust which invests in the same type of
properties as LMIR Trust;

• All executive officers will be employed by the Manager;

• All resolutions in writing of the Directors in relation to matters concerning LMIR Trust must be approved by a
majority of the Directors, including at least one Independent Director;

• At least half of the Board shall comprise Independent Directors; and

In respect of matters in which the Sponsor and/or its subsidiaries have an interest, direct or indirect, any nominees
appointed by the Sponsor and/or its subsidiaries to the Board to represent its/their interest will abstain from voting.
In such matters, the quorum must comprise a majority of the Independent Directors and must exclude the nominee
Directors of the Sponsor and/ or its subsidiaries.

It is also provided in the Trust Deed that if the Manager is required to decide whether or not to take any action
against any person in relation to any breach of any agreement entered into by the Trustee for and on behalf of LMIR
Trust with a related party of the Manager, the Manager shall be obliged to consult a reputable law firm (acceptable
to the Trustee) which shall provide legal advice on the matter. If the said law firm is of the opinion that LMIR Trust
has a prima facie case against the party allegedly in breach under such agreement, the Manager shall be obliged to
take appropriate action in relation to such agreement. The Directors shall have a duty to ensure that the Manager
so complies. Notwithstanding the foregoing, the Manager shall inform the Trustee as soon as it becomes aware
of any breach of any agreement entered into by the Trustee for and on behalf of LMIR Trust with a related party of
the Manager and the Trustee may take any action it deems necessary to protect the rights of Unitholders and/or
which is in the interest of Unitholders. Any decision by the Manager not to take action against a related party of the
Manager shall not constitute a waiver of the Trustee’s right to take such action as it deems fit against such related
party.

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

The Manager has zero tolerance towards bribery and corruption. In addition to clear guidelines and procedures for
giving and receipt of corporate gifts and concessionary offers, all employees of LMIR Trust are required to uphold the
Manager’s core values and not to engage in any corrupt or unethical practices. This is geared towards maintaining
the value of integrity, in all the employees’ dealings at work, to the highest standards.

As a further extension of its policy stance, the Manager requires that agreements entered into with third parties
contain provisions against bribery and corruption.

WHISTLE BLOWING POLICY

The ARC has put in place procedures to provide employees of the Manager and external parties such as suppliers,
customers, contractors and other stakeholders with well-defined and accessible channels to report on suspected
fraud, corruption, dishonest practices or other similar matters relating to LMIR Trust or the Manager, and for the
independent investigation of any reports by employees or any third party and appropriate follow-up action. The aim
of the whistle blowing policy is to encourage the reporting of such matters in good faith, with the confidence that
a whistle-blower making such reports will be treated fairly, and to the extent possible, be protected from reprisal.
Reports can be lodged via email at [email protected].

There were no whistle-blowing reports received by the ARC in the financial year under review.

Lippo Malls Indonesia Retail Trust 67

Corporate
Governance (cont’d)
RELATED PARTY TRANSACTIONS

The Manager has established procedures to ensure that all Related Party Transactions will be undertaken on an
arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of LMIR Trust and
Unitholders.

The Manager must demonstrate to the ARC that such transactions satisfy the foregoing criteria, which may entail
obtaining (where practicable) quotations from parties unrelated to the Manager, or obtaining one or more valuation
from independent professional valuers (in accordance with the Property Funds Appendix).

The ARC reviews and approves all Related Party Transactions on a quarterly basis or, if the situation requires, as soon
as the Related Party Transactions arise. In addition to the foregoing, the following procedures will be undertaken:

• for Related Party Transactions (either individually or aggregated during the same financial year) equal to or
exceeding 3.0% but below 5.0% of the value of LMIR Trust’s net tangible assets/net asset value, the ARC shall
only give its approval for such transactions if they are on normal commercial terms and are consistent with
similar types of transactions made by the Trustee with third parties which are unrelated to the Manager;

• for Related Party Transactions (either individually or aggregated during the same financial year) equal to or
exceeding 5% of the value of LMIR Trust’s net tangible assets/net asset will be reviewed and approved prior to
such transactions being entered into, on the basis described in the preceding paragraph, by the ARC which
may, as it deems fit, request advice on the transactions from independent sources or advisers, including
obtaining valuations from independent professional valuers. Further, under the Listing Manual and the
Property Funds Appendix, such transactions would have to be approved by the Unitholders at a meeting of
Unitholders; and

• aggregate value of Related Party Transactions entered into during the financial year under review will be
disclosed in the Annual Report.

For Related Party Transactions entered into or to be entered into by the Trustee, the Trustee is required to consider
the terms of such transactions to satisfy itself that such transactions are conducted on an arm’s length basis and
on normal commercial terms, are not prejudicial to the interests of LMIR Trust and the Unitholders, and are in
accordance with all applicable requirements of the Property Funds Appendix and/or the Listing Manual relating to
the transaction in question. Further, the Trustee has the ultimate discretion under the Trust Deed to decide whether
or not to enter into a Related Party Transaction. If the Trustee is to sign any Related Party Transaction contract,
the Trustee will review the contract to ensure that it complies with the requirements relating to Related Party
Transaction as well as such other guidelines as may from time to time be prescribed by the MAS and the SGX-ST to
apply to REITs.

ROLE OF THE AUDIT AND RISK COMMITTEE FOR RELATED PARTY TRANSACTIONS

All Related Party Transactions are subjected to regular periodic reviews by the ARC. The Manager’s internal control
procedures are intended to ensure that Related Party Transactions are conducted on an arm’s length basis and on
normal commercial terms and are not prejudicial to the interests of Unitholders.

The Manager maintains a register to record all Related Party Transactions (and the bases, including any quotations
from unrelated third parties and independent valuations obtained to support such bases, on which they are entered
into) which are entered into by LMIR Trust. The Trustee will also have the right to review such audit reports to
ascertain that the Property Funds Appendix have been complied with. The ARC will periodically review all Related
Party Transactions to ensure compliance with the Manager’s internal control procedures and with the relevant
provisions of the Property Funds Appendix and/or the Listing Manual. The review will include the examination of
the nature of the transactions and its supporting documents or such other data deemed necessary by the ARC. If
a member of the ARC has an interest in a transaction, he is required to abstain from participating in the review and
approval process in relation to that transaction.

68 Annual Report 2022

Contents

FINANCIAL STATEMENTS
70 Report of the Trustee
71 Statement by the Manager
72 Independent auditor’s report
76 Statements of total return
77 Statements of distribution
78 Statements of financial position
79 Statements of movements in unitholders’ funds
80 Consolidated statement of cash flows
82 Statement of portfolio
88 Notes to the financial statements

Lippo Malls Indonesia Retail Trust 69

Report of
the Trustee

Perpetual (Asia) Limited (the “Trustee”) is under a duty to take into custody and hold the assets of Lippo Malls
Indonesia Retail Trust (the “Trust”) and its subsidiaries (the “Group”) in trust for the holders (“Unitholders”) of units in
the Trust (the “Units”). In accordance with the Securities and Futures Act 2001 of Singapore, its subsidiary legislation
and the Code on Collective Investment Schemes, the Trustee shall monitor the activities of LMIRT Management
Ltd. (the “Manager”) for compliance with the limitations imposed on the investment and borrowing powers as
set out in the trust deed dated 8 August 2007 (as amended by the first supplemental deed dated 18 October
2007, second supplemental deed dated 21 July 2010, first amending and restating deed dated 18 March 2016),
supplemental deed of retirement and appointment of trustee dated 1 November 2017, third supplemental deed
dated 19 April 2018, fourth supplemental deed dated 14 April 2020 and fifth supplemental deed dated 16 June
2020 (collectively the “Trust Deed”) between the Trustee and the Manager in each annual financial reporting year
and report thereon to Unitholders in an annual report.

To the best knowledge of the Trustee, the Manager has, in all material respects, managed the Group during
the year covered by these financial statements set out on pages 76 to 156 in accordance with the limitations
imposed on the investment and borrowing powers set out in the Trust Deed.

For and on behalf of the Trustee

Perpetual (Asia) Limited

.......................................................
Sin Li Choo
Director

Singapore

31 March 2023

70 Annual Report 2022

Statement by
the Manager

In the opinion of the directors of LMIRT Management Ltd. (the “Manager”), the accompanying financial
statements of Lippo Malls Indonesia Retail Trust (the “Trust”) and its subsidiaries (the “Group”) set out on pages
76 to 156, comprising the statements of total return, statements of distribution, statements of financial position
and statements of movements in unitholders’ funds of the Group and of the Trust, the consolidated statement
of cash flows and statement of portfolio of the Group, and summary of significant accounting policies and
other explanatory notes, are drawn up so as to present fairly, in all material respects, the financial position of the
Group and of the Trust and the portfolio holdings of the Group as at 31 December 2022, and the total return,
distribution and movements in unitholders’ funds of the Group and of the Trust and cash flows of the Group for
the year then ended in accordance with the provisions of the Trust Deed and the recommendations of Statement
of Recommended Accounting Practice 7 Reporting Framework for Investment Funds issued by the Institute of
Singapore Chartered Accountants. At the date of this statement, there are reasonable grounds to believe that the
Group and the Trust will be able to meet their financial obligations as and when they materialise.

For and on behalf of the Manager

LMIRT Management Ltd.

.......................................................
Liew Chee Seng James
Director

Singapore

31 March 2023

Lippo Malls Indonesia Retail Trust 71

Independent
Auditor’s Report
TO THE UNITHOLDERS OF LIPPO MALLS INDONESIA RETAIL TRUST

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying financial statements of Lippo Malls Indonesia Retail Trust (the “Trust”) and its
subsidiaries (the “Group”), which comprise the statements of financial position of the Group and of the Trust and
the statement of portfolio of the Group as at 31 December 2022, the statements of total return, statements of
distribution, statements of movements in unitholders’ funds of the Group and of the Trust, and the consolidated
statement of cash flows of the Group for the reporting year then ended, and notes to the financial statements,
including significant accounting policies.

In our opinion, the accompanying consolidated financial statements of the Group and the statements of financial
position, statements of total return, statements of distribution and statements of movements in unitholders’
funds of the Trust present fairly, in all material respects, the consolidated financial position and portfolio holdings
of the Group and the financial position of the Trust as at 31 December 2022 and the consolidated total return,
consolidated distributable income, consolidated movements in unitholders’ funds and consolidated cash flows
of the Group and the total return, distributable income and movements in unitholders’ funds of the Trust for the
year then ended in accordance with the recommendations of Statement of Recommended Accounting Practice 7
Reporting Framework for Investment Funds (“RAP 7”) issued by the Institute of Singapore Chartered Accountants
(“ISCA”).

Basis for opinion

We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under
those standards are further described in the auditor’s responsibilities for the audit of the financial statements section
of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory
Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities
(“ACRA Code”) together with the ethical requirements that are relevant to our audit of the financial statements
in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and
the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 1 in the financial statements which indicates that, as at 31 December 2022, the
Group’s current liabilities exceeded its current assets by $72,055,000. As is more fully disclosed in note 1, these
events or conditions, along with other matters as set forth in note 1, indicate that a material uncertainty exists
that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current reporting year. These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

Valuation of investment properties

Please refer to note 2A on accounting policies, note 2C on critical judgements, assumptions and estimation
uncertainties, note 14 on investment properties, and the annual report on the section on the audit committee’s
views and responses to the reported key audit matter.

72 Annual Report 2022

Independent
Auditor’s Report (cont’d)
TO THE UNITHOLDERS OF LIPPO MALLS INDONESIA RETAIL TRUST

Key audit matters (cont’d)

Valuation of investment properties (cont’d)

The Group owns a portfolio of investment properties comprising retail malls and retail spaces located within
other malls in Indonesia. These investment properties are stated at their fair values based on independent
external valuations.

The valuation process involves significant judgement in determining the appropriate valuation methodology to
be used and the underlying assumptions to be applied. The valuations are highly sensitive to key assumptions
applied, including contracted and future potential rental revenue, quality and condition of the properties, tenant
covenants and yields. A small change in the assumptions can have a significant impact to the valuation.

Certain of the external valuation reports have highlighted estimation uncertainty arising from the geopolitics
condition and global economy and, consequently, a higher degree of caution should be exercised when relying
upon the valuation. The valuations are based on the information available as at the date of valuations and values
may change significantly and unexpectedly over a short period of time.

As part of our audit procedures, we evaluated the independence, objectivity and competency of the external
valuers and read their terms of engagement to check whether there are matters that might have affected the
scope of their work and their objectivity. The external valuers have considerable experience in the markets in
which the properties are located.

In addition, using our internal valuation specialists, the audit team also assessed the valuation methodologies used
by the external valuers.

The audit team tested the integrity of inputs of the projected cash flows used. The audit team also challenged
the growth rates and discount rates used in the computations by comparing them against historical rates and
available industry data, taking into consideration comparability and market factors. Where the rates were outside
the expected range, the audit team undertook further procedures to understand the effect of additional factors
and, when necessary, held further discussions with management and the external valuers.

Lastly, we also considered the disclosures in the financial statements which explain the inherent degree of
subjectivity and key assumptions adopted in the valuations.

Other information

LMIRT Management Ltd., the manager of the Trust (the “Manager”), is responsible for the other information. The
other information comprises the information included in the annual report but does not include the financial
statements and our auditor’s report thereon.

We have obtained all other information prior to the date of the auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not and will not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

Lippo Malls Indonesia Retail Trust 73

Independent
Auditor’s Report (cont’d)
TO THE UNITHOLDERS OF LIPPO MALLS INDONESIA RETAIL TRUST

Responsibilities of the Manager for the financial statements

The Manager is responsible for the preparation and fair presentation of these financial statements in accordance
with the recommendations of RAP 7 issued by ISCA, and for such internal control as the Manager determines is
necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, the Manager is responsible for assessing the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.

The Manager’s responsibilities include overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Manager.

• Conclude on the appropriateness of the Manager’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

74 Annual Report 2022

Independent
Auditor’s Report (cont’d)
TO THE UNITHOLDERS OF LIPPO MALLS INDONESIA RETAIL TRUST

Auditor’s responsibilities for the audit of the financial statements (cont’d)

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.

We communicate with the Manager regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.

We also provide the Manager with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Manager, we determine those matters that were of most significance
in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Adrian Tan Khai-Chung.

RSM Chio Lim LLP

Public Accountants and
Chartered Accountants
Singapore

31 March 2023

Engagement partner – Appointment since financial year ended 31 December 2020

Lippo Malls Indonesia Retail Trust 75

Statements of
Total Return
YEAR ENDED 31 DECEMBER 2022

Group Trust
Note 2022 2021 2022 2021
$’000 $’000 $’000 $’000

Gross revenue 4 204,714 175,067 113,175 40,525

Property operating expenses 5 (74,232) (70,828) – –
Net property income 130,482 104,239 113,175 40,525
Interest income 1,641 1,508 155 57
Other gains/(losses) 6 10,642 (13) – (2)
Manager’s management fees 7 (10,179) (9,296) (10,109) (9,225)
Trustee’s fees (473) (466) (473) (466)
Finance costs 8 (62,739) (60,307) (65,637) (62,302)
Other expenses 9 (4,123) (4,250) (2,395) (3,019)
Net income/(loss) 65,251 31,415 34,716 (34,432)
Increase/(decrease) in fair value of investment properties 14 32,310 (31,382) – –
Impairment loss on investments in subsidiaries 16 – – (133,389) (53,842)
Realised (losses)/gains on derivative financial instruments (304) 843 (304) 843
(Decrease)/increase in fair value of derivative
financial instruments 28 (29,849) 8,486 (29,849) 8,486
Realised foreign exchange adjustment losses (11,811) (626) (11,569) (370)
Unrealised foreign exchange adjustment losses (563) (8,774) (6,706) (9,830)
Amortisation of intangible assets 15 (6,813) (7,570) – –
Total return/(loss) before tax 48,221 (7,608) (147,101) (89,145)
Income tax expense 10 (46,638) (24,905) (2) –
Total return/(loss) for the year 1,583 (32,513) (147,103) (89,145)

Other comprehensive loss

Items that may be reclassified subsequently to
profit or loss
Exchange differences on translating foreign operations,
net of tax (161,889) 11,042 – –
Total comprehensive loss (160,306) (21,471) (147,103) (89,145)

Total return/(loss) for the year attributable to:

Unitholders of the Trust (12,736) (50,039) (161,422) (106,671)
Perpetual securities holders 14,319 17,526 14,319 17,526
1,583 (32,513) (147,103) (89,145)

Total comprehensive loss attributable to:

Unitholders of the Trust (174,625) (38,997) (161,422) (106,671)
Perpetual securities holders 14,319 17,526 14,319 17,526
(160,306) (21,471) (147,103) (89,145)

Cents Cents
Earnings per unit
Basic and diluted 11 (0.17) (0.68)

The accompanying notes form an integral part of these financial statements.

76 Annual Report 2022

Statements of
Distribution
YEAR ENDED 31 DECEMBER 2022

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Total return/(loss) for the year 1,583 (32,513) (147,103) (89,145)

Add: Net adjustments (note A below) (1,583) 32,513 147,103 89,145
Income available for distribution to Unitholders – – – –

Distributions to Unitholders:
Interim distributions paid during the year (note 12A) 20,781 19,951 20,781 19,951
Distribution to Unitholders for the quarter ended
31 December paid after end of year (note 12A) 3,079 6,906 3,079 6,906
23,860 26,857 23,860 26,857

Unitholders’ distribution:
– As distribution from operations – – – –
– As distribution of Unitholders’ capital contribution 23,860 26,857 23,860 26,857
23,860 26,857 23,860 26,857

Note A – Net adjustments

(Increase)/decrease in fair value of investment properties,
net of deferred tax (16,634) 31,720 – –
Manager’s management fees payable in units – 1,272 – 1,272
Depreciation of plant and equipment 2,432 2,750 – –
Decrease/(increase) in fair value of derivative
financial instruments 29,849 (8,486) 29,849 (8,486)
Unrealised foreign exchange adjustment losses 563 8,774 6,706 9,830
Amortisation of intangible assets 6,813 7,570 – –
Amount reserved for distribution to perpetual
securities holders (14,319) (17,526) (14,319) (17,526)
Gain on repurchase of Guaranteed Senior Notes (10,642) – – –
Capital repayment from subsidiaries – – 55,271 26,857
Exchange differences arising from recognising
dividend income – – – (90)
Impairment loss on investments in subsidiaries – – 133,389 53,842
Allocation of realised exchange differences to capital
repayment of shareholders’ loans – – 10,203 88
Net overseas income (of prior years)/not distributed to
the Trust – – (71,605) 16,838
Other adjustments 355 * 6,439 * (2,391) 6,520
(1,583) 32,513 147,103 89,145

* Other adjustments represent an adjustment of $355,000 (2021: $6,439,000) to arrive at nil income available for the relevant quarters that
distributable income were negative.

The accompanying notes form an integral part of these financial statements.

Lippo Malls Indonesia Retail Trust 77

Statements of
Financial Position
AS AT 31 DECEMBER 2022

Group Trust
Note 2022 2021 2022 2021
$’000 $’000 $’000 $’000

Non-current assets
Plant and equipment 13 5,582 6,836 – –
Investment properties 14 1,655,812 1,788,915 – –
Intangible assets 15 10,511 18,595 – –
Investments in subsidiaries 16 – – 1,346,130 1,534,790
Total non-current assets 1,671,905 1,814,346 1,346,130 1,534,790

Current assets
Trade and other receivables 18 40,992 49,023 217,885 208,484
Other non-financial assets 19 11,738 43,364 80 64
Cash and cash equivalents 20 111,037 122,104 23,339 31,275
Total current assets 163,767 214,491 241,304 239,823
Total assets 1,835,672 2,028,837 1,587,434 1,774,613

Non-current liabilities
Deferred tax liabilities 10 21,878 8,199 – –
Other payables 26 – – 692,269 704,407
Other financial liabilities 24 668,329 778,510 – 73,533
Other non-financial liabilities 25 77,956 84,025 – –
Derivative financial instruments 28 47,922 12,628 47,922 12,628
Total non-current liabilities 816,085 883,362 740,191 790,568

Current liabilities
Income tax payable 4,784 3,114 – 32
Trade and other payables 26 46,145 38,722 74,842 93,910
Other financial liabilities 24 140,435 67,646 140,310 67,194
Other non-financial liabilities 27 44,430 48,179 – –
Derivative financial instruments 28 28 343 28 343
Total current liabilities 235,822 158,004 215,180 161,479
Total liabilities 1,051,907 1,041,366 955,371 952,047

Net assets 783,765 987,471 632,063 822,566

Represented by:
– Unitholders’ funds 21 526,978 728,018 375,276 563,113
– Perpetual securities 23 256,787 259,453 256,787 259,453

Net assets 783,765 987,471 632,063 822,566

Net asset value per unit attributable

to Unitholders (in cents) 21 6.85 9.49 4.88 7.34

The accompanying notes form an integral part of these financial statements.

78 Annual Report 2022

Statements of
Movements in Unitholders’ Funds
YEAR ENDED 31 DECEMBER 2022

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Unitholders’ funds
At beginning of year 728,018 509,329 563,113 412,098

Operations
Total return/(loss) for the year 1,583 (32,513) (147,103) (89,145)
Less: Amount reserved for distribution to
perpetual securities holders (14,319) (17,526) (14,319) (17,526)
Net decrease in net assets resulting from
operations attributed to Unitholders (12,736) (50,039) (161,422) (106,671)

Unitholders’ contribution
Issuance of rights units – 276,397 – 276,397
Manager’s management fees settled in units 1,272 2,629 1,272 2,629
Manager’s acquisition fees settled in units – 1,653 – 1,653
Change in net assets resulting from creation of units 1,272 280,679 1,272 280,679

Distributions paid (note 12) (27,687) (22,993) (27,687) (22,993)

Total net assets before movements in foreign currency
translation reserve and perpetual securities 688,867 716,976 375,276 563,113

Foreign currency translation reserve *

Net movement in other comprehensive return (161,889) 11,042 – –
At end of year 526,978 728,018 375,276 563,113

Perpetual securities
At beginning of year 259,453 263,618 259,453 263,618
Amount reserved for distribution to perpetual
securities holders 14,319 17,526 14,319 17,526
Distributions to perpetual securities holders (16,985) (21,691) (16,985) (21,691)
At end of year 256,787 259,453 256,787 259,453

Net assets 783,765 987,471 632,063 822,566

* The foreign currency translation reserve comprises foreign exchange differences arising from translation of financial statements of foreign
operations.

The accompanying notes form an integral part of these financial statements.

Lippo Malls Indonesia Retail Trust 79

Consolidated Statement of
Cash Flows
YEAR ENDED 31 DECEMBER 2022

Group
2022 2021
$’000 $’000

Cash flows from operating activities

Total return/(loss) before tax 48,221 (7,608)
Adjustments for:
Interest income (1,641) (1,508)
Interest expense and other related costs 56,457 54,837
Amortisation of borrowing costs 6,282 5,470
Depreciation of plant and equipment 2,432 2,750
Amortisation of intangible assets 6,813 7,570
Net (reversal)/allowance for impairment loss on trade and other receivables (1,464) 3,679
(Increase)/decrease in fair value of investment properties (32,310) 31,382
Fair value loss/(gain) on derivative financial instruments 29,849 (8,486)
Unrealised foreign exchange adjustment loss 563 8,774
Gain on repurchase of Guaranteed Senior Notes (10,642) –
Plant and equipment written off 8 –
Manager’s management fees payable in units – 1,272
Operating cash flows before changes in working capital 104,568 98,132
Trade and other receivables 13,821 (9,378)
Other non-financial assets 32,871 (30,765)
Trade and other payables 14,213 1,114
Other non-financial liabilities, current 997 6,197
Net cash flows from operations before tax 166,470 65,300
Income tax paid (29,292) (25,202)
Net cash flows from operating activities 137,178 40,098

Cash flows from investing activities

Acquisition of investment properties and intangible assets – (349,112)
Capital expenditure on investment properties (9,734) (15,930)
Purchase of plant and equipment (1,657) (1,871)
Interest received 1,647 1,508
Net cash flows used in investing activities (9,744) (365,405)

Cash flows from financing activities

Proceeds from bank borrowings 67,500 117,000
Proceeds from vendor financing – 40,000
Repayment of bank borrowings (67,500) (219,000)
Repayment of vendor financing – (40,000)
Proceeds from issuance of bonds – 263,207
Transaction costs on issuance of bonds – (4,078)
Transaction costs on bank borrowings (1,472) –
Other financial liabilities, current (234) (96)
Other non-financial liabilities 2,041 3,642

The accompanying notes form an integral part of these financial statements.

80 Annual Report 2022

Consolidated Statement of
Cash Flows (cont’d)
YEAR ENDED 31 DECEMBER 2022

Group
2022 2021
$’000 $’000

Cash flows from financing activities (cont’d)

Interest paid (56,878) (54,837)
Proceeds from rights issue – 280,972
Issue expenses paid in relation to rights issue – (4,575)
Distribution to unitholders (27,687) (22,993)
Distribution to perpetual securities holders (16,985) (21,691)
Cash restricted in use for bank facilities (1,839) 557
Repurchase of Guaranteed Senior Notes (28,608) –
Net cash flows (used in)/from financing activities (131,662) 338,108

Net (decrease)/increase in cash and cash equivalents (4,228) 12,801

Cash and cash equivalents at beginning of year 119,881 106,143
Effect of exchange rate fluctuations on cash held (8,678) 937
Cash and cash equivalents at end of year 106,975 119,881

Cash and cash equivalents per consolidated statement of cash flows 106,975 119,881
Add: Cash restricted in use for bank facilities 4,062 2,223
Cash and cash equivalents per statements of financial position (note 20) 111,037 122,104

The accompanying notes form an integral part of these financial statements.

Lippo Malls Indonesia Retail Trust 81

Statement of
Portfolio
AS AT 31 DECEMBER 2022

INDONESIA RETAIL MALLS

Group

Description Gross floor

of property Location Acquisition date area in sqm

1. Gajah Mada Plaza Jalan Gajah Mada 19-26 Sub-District of Petojo 19 November 2007 82,984
Utara, District of Gambir, Regency of Central
Jakarta, Jakarta-Indonesia

2. Cibubur Junction Jalan Jambore No.1 Cibubur, Sub-District of 19 November 2007 66,935
Ciracas, Regency of East Jakarta, Jakarta-Indonesia

3. The Plaza Jalan Jenderal Sudirman Kav.50, Sub-District of 19 November 2007 155,122
Semanggi Karet Semanggi, District of Setiabudi, Regency of
South Jakarta, Jakarta-Indonesia

4. Mal Lippo Cikarang Jalan MH Thamrin, Lippo Cikarang 19 November 2007 39,605
Sub-District of Cibatu, District of Lemah Abang,
Regency of Bekasi, West Java-Indonesia

5. Lippo Plaza Jalan Siliwangi No. 123, Sub-District of Sukasari, 19 November 2007 58,859
Ekalokasari Bogor District of Kota Bogor Timur, Administrative
City of Bogor, West Java-Indonesia

6. Bandung Indah Jalan Merdeka No. 56, Sub-District of Citarum, 19 November 2007 75,868
Plaza District of Bandung Wetan, Regency of Bandung,
West Java-Indonesia

7. Istana Plaza Jalan Pasir Kaliki No. 121 – 123, Sub-District 19 November 2007 47,534
of Pamoyanan, District of Cicendo, Regency of
Bandung, West Java-Indonesia

8. Sun Plaza Jalan Haji Zainul Arifin No. 7, Madras Hulu, Medan 31 March 2008 167,649
Polonia, Medan, North Sumatra-Indonesia

9. Pluit Village Jalan Pluit Indah Raya, Sub-District of Pluit, District 6 December 2011 150,905
of Penjaringan, City of North Jakarta, Province of
DKI Jakarta, Indonesia

10. Plaza Medan Fair Jalan Jendral Gatot Subroto, Sub-District of Sekip, 6 December 2011 141,866
District of Medan Petisah, City of Medan, Province
of North Sumatera, Indonesia

11. Palembang Square Jalan Angkatan 45/POM IX, Lorok Pakjo 15 October 2012 23,825
Extension Sub District, Ilir Barat 1 District, Palembang City,
South Sumatera Province, Indonesia

The accompanying notes form an integral part of these financial statements.

82 Annual Report 2022

Statement of
Portfolio (cont’d)
AS AT 31 DECEMBER 2022

Percentage Percentage
Carrying of net Carrying of net
value at assets at value at assets at
Last 31 December 31 December 31December 31 December
Tenure of land valuation date 2022 2022 2021 2021
$’000 % $’000 %

Strata title constructed on Hak Guna 31 December 2022 75,306 9.6 73,383 7.4
Bangunan (“HGB”) Title common
land, expires on 24 January 2040

Agreement-based scheme 31 December 2022 9,807 1.3 15,509 1.6

(formerly known as BOT), expires on
28 July 2025

Agreement-based scheme 31 December 2022 68,530 8.7 76,041 7.7

(formerly known as BOT), expires on
31 March 2054

HGB title, expires on 5 May 2043 31 December 2022 70,120 8.9 66,520 6.7

Agreement-based scheme 31 December 2022 24,873 3.2 30,189 3.1

(formerly known as BOT), expires on
27 June 2032

Agreement-based scheme 31 December 2022 47,517 6.1 54,871 5.6

(formerly known as BOT), expires on
31 December 2030

Agreement-based scheme 31 December 2022 34,994 4.5 46,707 4.7

(formerly known as BOT), expires on
17 January 2034

HGB title, expires on 31 December 2022 224,374 28.6 202,017 20.4

24 November 2032

Agreement-based scheme 31 December 2022 43,401 5.5 58,143 5.9

(formerly known as BOT), expires on
9 June 2027

Agreement-based scheme 31 December 2022 56,158 7.2 74,807 7.6

(formerly known as BOT), expires on
23 July 2027

Agreement-based scheme 31 December 2022 27,275 3.5 26,107 2.6

(formerly known as BOT), expires on
25 January 2041

Lippo Malls Indonesia Retail Trust 83

Statement of
Portfolio (cont’d)
AS AT 31 DECEMBER 2022

INDONESIA RETAIL MALLS (CONT’D)

Group

Description Gross floor

of property Location Acquisition date area in sqm

12. Lippo Plaza Kramat Jalan Raya Bogor Km 19, Kramat Jati Sub District, 15 October 2012 65,511
Jati Kramat Jati District, East Jakarta Region, DKI
Jakarta Province, Indonesia

13. Tamini Square Jalan Raya Taman Mini Pintu 1 No.15, Pinang 14 November 2012 18,963
Ranti Sub District, Makasar Distrik, East Jakarta
Region, DKI Jakarta Province, Indonesia

14. Palembang Square Jalan Angkatan 14 November 2012 49,511

45/POM IX, Lorok Pakjo Sub District,
Ilir Barat 1 District, Palembang City, South
Sumatra Province, Indonesia

15. Lippo Mall Kemang Jalan Kemang VI, Bangka Sub District, Mampang 17 December 2014 150,932
Prapatan District, South Jakarta, DKI Jakarta
Province, Indonesia

16. Lippo Plaza Batu Jalan Diponegoro RT. 07 RW. 05, Sub District of 7 July 2015 34,340
Sisir, District of Batu, City of Batu, Province of East
Java, Indonesia

17. Palembang Icon Jalan POM IX, Sub District of Lorok Pakjo, District 10 July 2015 50,889
of llir Barat I, City of Palembang, Province of South
Sumatra, Indonesia

18. Lippo Mall Kuta Jalan Kartika Plaza, Sub District of Kuta, District 29 December 2016 48,467
of Kuta, Regency of Badung, Province of Bali,
Indonesia

19. Lippo Plaza Kendari Jalan MT Haryono No.61-63, Kendari, South East 21 June 2017 34,831
Sulawesi 93117, Indonesia

20. Lippo Plaza Jogja Jalan Laksda Adi Sucipto No.32-34, Yogyakarta, 22 December 2017 65,524
Indonesia

21. Kediri Town Square Jalan Hasanudin No. 2, RT/22 RW/06, Balowerti 22 December 2017 28,688
Subdistrict, Kediri, East Java, Indonesia

22. Lippo Mall Puri Jalan Puri Indah Raya Blok U1, RT.3/RW.2, 27 January 2021 174,645
Kembangan Sel,. Kembangan, Kota Jakarta Barat,
Daerah Khusus Ibukota Jakarta 11610, Indonesia

The accompanying notes form an integral part of these financial statements.

84 Annual Report 2022

Statement of
Portfolio (cont’d)
AS AT 31 DECEMBER 2022

Percentage Percentage
Carrying of net Carrying of net
value at assets at value at assets at
Last 31 December 31 December 31December 31 December
Tenure of land valuation date 2022 2022 2021 2021
$’000 % $’000 %

HGB title, expires on 31 December 2022 50,049 6.4 54,459 5.5

24 October 2024

Strata title constructed on HGB title 31 December 2022 20,638 2.6 22,649 2.3
common land, expires on
26 September 2035

Strata title constructed on HGB title 31 December 2022 68,187 8.7 70,630 7.1
common land, expires on
1 September 2039

Strata title constructed on HGB title 31 December 2022 187,941 24.0 207,214 21.0
common land, expires on
28 June 2035

HGB title, expires on 8 June 2031 31 December 2022 19,348 2.5 21,674 2.2

HGB title, Agreement-based scheme 31 December 2022 81,224 10.4 77,655 7.9
(formerly known as BOT), expires on
30 April 2040

HGB title, expires on 22 March 2037 31 December 2022 37,152 4.7 51,050 5.2

Agreement-based scheme 31 December 2022 25,731 3.3 32,622 3.3

(formerly known as BOT), expires on
7 July 2041

HGB title, expires on 31 December 2022 37,564 4.8 46,546 4.7

27 December 2043

HGB title, expires on 31 December 2022 33,236 4.2 36,299 3.7

12 August 2024

Strata title constructed on HGB title 31 December 2022 331,887 42.3 354,127 35.8
common land, expires on
15 January 2040

Lippo Malls Indonesia Retail Trust 85

Statement of
Portfolio (cont’d)
AS AT 31 DECEMBER 2022

INDONESIA RETAIL SPACES

Group

Description Gross floor

of property Location Acquisition date area in sqm

1. Mall WTC Matahari Jalan Raya Serpong No.39, Sub-District of 19 November 2007 11,184
Units Pondok Jagung, District of Serpong, Regency of
Tangerang, Banten-Indonesia

2. Metropolis Town Jalan Hartono Raya, Sub-District of Cikokol, 19 November 2007 15,248
Square Units District of Cipete, Regency of Tangerang,
Banten-Indonesia

3. Depok Town Square Jalan Margonda Raya No. 1, Sub-District of Pondok 19 November 2007 13,045
Units Cina, District of Depok, Regency of Depok,
West Java-Indonesia

4. Java Supermall Units Jalan MT Haryono, No. 992-994, Sub-District of 19 November 2007 11,082
Jomblang, District of Semarang Selatan,
Regency of Semarang, Central Java-Indonesia

5. Malang Town Square Jalan Veteran No. 2, Sub-District of 19 November 2007 11,065
Units Penanggungan, District of Klojen,
Regency of Malang, East Java-Indonesia

6. Plaza Madiun Units Jalan Pahlawan No. 38-40, Sub-District of 19 November 2007 19,991
Pangongangan, District of Manguharjo, Regency
of Madiun, East Java-Indonesia

7. Grand Palladium Jalan Kapten Maulana Lubis, Sub-District of 19 November 2007 13,730
Units Petisah Tengah, District of Medan Petisah,
Regency of Medan, North Sumatra-Indonesia

Investment properties
Other net liabilities
Net asset value

The accompanying notes form an integral part of these financial statements.

86 Annual Report 2022

Statement of
Portfolio (cont’d)
AS AT 31 DECEMBER 2022

Percentage Percentage
Carrying of net Carrying of net
value at assets at value at assets at
Last 31 December 31 December 31December 31 December
Tenure of land valuation date 2022 2022 2021 2021
$’000 % $’000 %

Strata title constructed on 31 December 2022 8,923 1.1 9,957 1.0

HGB title common land, expires on
8 April 2038

Strata title constructed on 31 December 2022 9,838 1.3 11,384 1.2

HGB title common land, expires on
27 December 2029

Strata title constructed on 31 December 2022 12,680 1.6 13,917 1.4

HGB title common land, expires on
27 February 2035

Strata title constructed on 31 December 2022 10,578 1.3 11,767 1.2

HGB title common land, expires on
24 September 2037

Strata title constructed on 31 December 2022 13,966 1.8 15,357 1.6

HGB title, expires on 21 April 2033

HGB title, expires on 31 December 2022 18,490 2.4 20,250 2.0

9 February 2032

Strata title constructed on 31 December 2022 6,025 0.8 7,064 0.7

HGB title common land, expires on
9 November 2028

1,655,812 211.3 1,788,915 181.1

(872,047) (111.3) (801,444) (81.1)
783,765 100.0 987,471 100.0

Lippo Malls Indonesia Retail Trust 87

Notes to the
Financial Statements
YEAR ENDED 31 DECEMBER 2022

1. GENERAL

Lippo Malls Indonesia Retail Trust (“LMIR Trust” or the “Trust”) is a Singapore-domiciled unit trust constituted
pursuant to the trust deed dated 8 August 2007 (the “Trust Deed”) entered into between LMIRT Management
Ltd. (the “Manager”) and HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”), governed by
the laws of the Republic of Singapore.

Perpetual (Asia) Limited was appointed as the Trustee with effect from 3 January 2018.

The Trustee is under a duty to take into custody and hold the assets of the Trust and its subsidiaries (the
“Group”) in trust for the holders (“Unitholders”) of units in the Trust (the “Units”).

The Trust was listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”) on 19 November 2007.

The parent company of the Manager is PT Lippo Karawaci Tbk (the “Sponsor”), incorporated in Indonesia
and is a substantial Unitholder of the Trust.

The property manager of the properties is PT Lippo Malls Indonesia (the “Property Manager”), a wholly-owned
subsidiary of the Sponsor.

The financial statements are presented in Singapore dollars (“$”), recorded to the nearest thousands, unless
otherwise stated, and they cover the Trust and the Group.

The board of directors of the Manager approved and authorised these financial statements for issue on
31 March 2023.

The registered office of the Manager is located at 6 Shenton Way, OUE Downtown 2 #12-08 Singapore 068809.

The principal activities of the Group and of the Trust are to invest in a diversified portfolio of income-producing
real estate properties in Indonesia. These are primarily used for retail and/or retail-related purposes. The
primary objective is to deliver regular and stable distributions to Unitholders and to achieve long-term
growth in the net asset value per unit.

Uncertainties relating to current economic conditions and going concern

The effect of COVID-19 and the current volatile economic conditions continue to cause disruptions and
have adversely impacted the commercial activities in Indonesia. If these uncertainties continue to spread,
the potential impacts are uncertain and difficult to assess. The uncertainties could have a material adverse
impact on the Group (in particular the fair values of the investment properties, financial instruments and
trade receivables).

As Indonesia gradually transits from pandemic to endemic phase the Indonesian authorities lifted all
quarantine requirements for overseas visitors to spur tourism in the country with effect from March 2022.
The restrictions related to COVID-19 were lifted in December 2022. However, the global and domestic
economic uncertainty remains uncertain and has caused and may continue to cause a volatile interest
rate and foreign exchange environment. This could negatively affect the sustainability of Group’s existing
capital structure, its leverage ratio and credit ratings.

88 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

1. GENERAL (CONT’D)

Uncertainties relating to current economic conditions and going concern (cont’d)

The Manager expects the operating environment to remain challenging as retailers remain cautious
despite the easing of restrictions. The Manager will continue to explore options and measures to maintain
a sustainable capital structure and reduce the aggregate leverage of the Group.

As at 31 December 2022, the Group’s current liabilities exceeded its current assets by $72,055,000. The
financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the
notes to the financial statements. These events or conditions appear to cast significant doubt upon the
Group’s ability to continue as a going concern. However, the Manager has reached a conclusion that the
going concern basis of accounting is appropriate due to the following mitigating actions:

(a) Based on the Group’s cash flow forecast for the next 12 months, the Manager believes the Group
will be able to pay its debts as and when they fall due. Although the Group’s operation and financial
performance had been impacted by the COVID-19 pandemic since 2020, as Indonesia gradually
moves from the pandemic to endemic phase, the Indonesian authorities had lifted all restrictions
related to COVID-19 in December 2022. As such, the Group reported a total return of $1,583,000
for the year ended 31 December 2022 compared to a total loss of $32,513,000 in the prior year and
had positive cash flows from operations for both years. As the operating environment continues to
improve, together with the cash and cash equivalents amounting to $111,037,000 as at 31 December
2022, the Group is expected to meet the cash flow requirements from its normal course of business
through its existing and future lease agreements with tenants that are expected to generate positive
cash flows over the next 12 months; and

(b) The Group has existing banking relationships with a number of banks and is in active discussions
with them for the refinancing and/or extension of the following loans due within the next 12 months
from the date of these financial statements:

– Revolving loan facility amounting to $7,000,000 maturing in August 2023;

– Term loans amounting to $135,000,000 maturing in November 2023; and
– Term loans amounting to $82,500,000 maturing in January 2024.

Although this process of obtaining refinancing and/or extension has not yet reached any conclusion
with the relevant parties involved at the date of these financial statements, the Manager expects the
Group to be able to obtain additional funding from the banks when required.

The validity of the going concern assumptions on which the financial statements are prepared depends on
the successful conclusion of these matters. If the going concern assumptions are inappropriate, adjustments
may have to be made to reflect the situation that assets may need to be realised other than in the normal
course of business and at amounts which could differ significantly from the amounts at which they are
now recorded in the statement of financial position. In addition, the Group may have to provide for further
liabilities which may arise and to reclassify non-current assets and liabilities as current assets and liabilities
respectively. No such adjustments have been made to these financial statements.

Statement of compliance

The financial statements have been prepared in accordance with the recommendations of the Statement
of Recommended Accounting Practice 7 Reporting Framework for Investment Funds (“RAP 7”) issued
by the Institute of Singapore Chartered Accountants and the applicable requirements of the Code on
Collective Investment Schemes (“CIS Code”) issued by the Monetary Authority of Singapore (“MAS”) and
the provisions of the Trust Deed. RAP 7 requires that the accounting policies should generally comply with
the principles relating to recognition and measurement of the Singapore Financial Reporting Standards
(“FRS”) issued by the Accounting Standards Council.

Lippo Malls Indonesia Retail Trust 89

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

1. GENERAL (CONT’D)

Accounting convention

The financial statements are prepared on a going concern basis under the historical cost convention except
where an FRS requires an alternative treatment (such as fair value) as disclosed where appropriate in these
financial statements. The accounting policies in FRS may not be applied when the effect of applying them
is immaterial. The disclosures required by FRS need not be made if the information is immaterial.

Other comprehensive return comprises items of income and expenses (including reclassification adjustments)
that are not recognised in the profit or loss, as required or permitted by FRS. Reclassification adjustments
are amounts reclassified to profit or loss in the income statement in the current period that were recognised
in other comprehensive income in the current or previous periods.

Basis of presentation

The consolidated financial statements include the financial statements made up to the end of the reporting
year of the Trust and all of its subsidiaries. The consolidated financial statements are the financial statements
of the Group in which the assets, liabilities, equity, income, expenses and cash flows of the parent and its
subsidiaries are presented as those of a single economic entity and are prepared using uniform accounting
policies for like transactions and other events in similar circumstances. All significant intragroup balances
and transactions, including income, expenses and cash flows are eliminated on consolidation. Subsidiaries
are consolidated from the date the reporting entity obtains control of the investee and cease when the
reporting entity loses control of the investee. Control exists when the Group has the power to govern the
financial and operating policies so as to gain benefits from its activities.

Changes in the Group’s ownership interest in a subsidiary that do not result in the loss of control are accounted
for within Unitholders’ funds as transactions with owners in their capacity as owners. The carrying amounts
of the Group’s and non-controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiary.

When the Group loses control of a subsidiary it derecognises the assets and liabilities and related equity
components of the former subsidiary. Any gain or loss is recognised in profit or loss. Any investment retained
in the former subsidiary is measured at its fair value at the date when control is lost and is subsequently
accounted for as equity investments financial assets in accordance with the financial reporting standard
on financial instruments.

Basis of preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles
requires the management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting year. Actual results could differ
from those estimates. The estimates and assumptions are reviewed on an ongoing basis. Apart from those
involving estimations, management has made judgements in the process of applying the entity’s accounting
policies. The areas requiring management’s most difficult, subjective or complex judgements, or areas
where assumptions and estimates are significant to the financial statements, are disclosed at the end of
this footnote, where applicable.

Net assets attributable to Unitholders

RAP 7 requires that unit trusts classify the units on initial recognition as equity. The net assets attributable to
Unitholders comprise the residual interest in the assets of the unit trust after deducting its liabilities. Under RAP 7,
distributions are accrued for at reporting year end date if the Manager has the discretion to declare distributions
without the need for Unitholder or trustee approval and a constructive or legal obligation has been created.

90 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

2A. Significant accounting policies

(a) Revenue recognition

(i) Rental revenue from operating leases

Rental revenue, service charge revenue and other rental income are recognised on a straight-
line basis over the term of the relevant lease unless another systematic basis is representative
of the time pattern of the user’s benefit, even if the payments are not on that basis.

(ii) Revenue from rendering of services

Car park revenue is recognised when the Group satisfies the performance obligation at a point
in time. Utilities recovery revenue is recognised over time at the amount that the Group has
the right to bill a fixed amount for service provided.

(iii) Dividend income

Dividend from equity instruments is recognised in profit or loss only when the entity’s right
to receive payment of the dividend is established, it is probable that the economic benefits
associated with the dividend will flow to the entity, and the amount of the dividend can be
measured reliably.

(iv) Interest income

Interest income is recognised in profit or loss using the effective interest method.

(b) Foreign currency

(i) Foreign currency transactions

The functional currency of the Trust is Singapore dollars as it reflects the primary economic
environment in which the entity operates. Transactions in foreign currencies are recorded in the
functional currency at the rates ruling at the dates of the transactions. At each end of the reporting
year, recorded monetary balances and balances measured at fair value that are denominated in
non-functional currencies are reported at the rates ruling at the end of the reporting year and
fair value measurement dates respectively. All realised and unrealised exchange gains and losses
are dealt with in the profit or loss except when recognised in other comprehensive income and
if applicable deferred in Unitholders’ funds such as for qualifying cash flow hedges. The financial
statements are presented in Singapore dollars, the functional currency of the Trust.

(ii) Translation of financial statements of foreign operations

Each entity in the Group determines the appropriate functional currency as it reflects the
primary economic environment in which the relevant reporting entity operates. In translating the
financial statements of such an entity for incorporation in the consolidated financial statements
in the presentation currency the assets and liabilities denominated in other currencies are
translated at end of the reporting year rates of exchange and the income and expense items
for each statement presenting profit or loss and other comprehensive return are translated at
average rates of exchange for the reporting year. The resulting foreign exchange translation (if
any) are recognised in other comprehensive return and accumulated in a separate component
of Unitholders’ funds until the disposal of that relevant reporting entity.

Lippo Malls Indonesia Retail Trust 91

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

(c) Borrowing costs

Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. The
interest expense is calculated using the effective interest rate method. Borrowing costs are recognised
as an expense in the period in which they are incurred except that borrowing costs that are directly
attributable to the acquisition, construction or production of a qualifying asset that necessarily take
a substantial period of time to get ready for their intended use or sale are capitalised as part of the
cost of that asset until substantially all the activities necessary to prepare the qualifying asset for its
intended use or sale are complete.

(d) Income tax

The income taxes are accounted for using the asset and liability method that requires the recognition
of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future
tax consequence of events that have been recognised in the financial statements or tax returns.
The measurements of current and deferred tax liabilities and assets are based on provisions of the
enacted or substantially enacted tax laws; the effects of future changes in tax laws or rates are not
anticipated. Tax expense (tax benefit) is the aggregate amount included in the determination of
profit or loss for the reporting year in respect of current tax and deferred tax. Current and deferred
income taxes are recognised as income or as an expense in profit or loss unless the tax relates to items
that are recognised in the same or a different period outside profit or loss. For such items recognised
outside profit or loss the current tax and deferred tax are recognised (a) in other comprehensive
income if the tax is related to an item recognised in other comprehensive income and (b) directly in
Unitholders’ funds if the tax is related to an item recognised directly in Unitholders’ funds.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same
income tax authority. The carrying amount of deferred tax assets is reviewed at each end of the
reporting year and is reduced, if necessary, by the amount of any tax benefits that, based on available
evidence, are not expected to be realised. A deferred tax amount is recognised for all temporary
differences, unless the deferred tax amount arises from the initial recognition of an asset or liability
in a transaction which (i) is not a business combination; and (ii) at the time of the transaction, affects
neither accounting profit nor taxable profit (tax loss). A deferred tax liability or asset is recognised
for all taxable temporary differences associated with investments in subsidiaries except where the
reporting entity is able to control the timing of the reversal of the taxable temporary difference and
it is probable that the taxable temporary difference will not be reversed in the foreseeable future or
for deductible temporary differences, they will not be reversed in the foreseeable future and they
cannot be utilised against taxable profits.

92 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

(e) Plant and equipment

Depreciation is provided on a straight-line basis to allocate the gross carrying amounts of the assets
less their residual values over their estimated useful lives of each part of an item of these assets. The
annual rates of depreciation are as follows:

– Plant and equipment – 25% to 33%

An asset is depreciated when it is available for use until it is derecognised even if during that period
the item is idle. Fully depreciated assets still in use are retained in the financial statements.

Plant and equipment are carried at cost on initial recognition and after initial recognition at cost less
any accumulated depreciation and any accumulated impairment losses. The gain or loss arising from
the de-recognition of an item of plant and equipment is measured as the difference between the
net disposal proceeds, if any, and the carrying amount of the item and is recognised in profit or loss.

The residual value and the useful life of an asset is reviewed at least at each end of the reporting year
and, if expectations differ significantly from previous estimates, the changes are accounted for as a
change in an accounting estimate, and the depreciation charge for the current and future periods
are adjusted.

Cost also includes acquisition cost, borrowing cost capitalised and any cost directly attributable to
bringing the asset or component to the location and condition necessary for it to be capable of
operating in the manner intended by management. Subsequent costs are recognised as an asset
only when it is probable that future economic benefits associated with the item will flow to the entity
and the cost of the item can be measured reliably. All other repairs and maintenance are charged to
profit or loss when they are incurred.

(f) Investment properties

Investment property is property (land or a building or part of a building or both) owned or held under a
finance lease to earn rentals or for capital appreciation or both, rather than for use in the production or
supply of goods or services or for administrative purposes or sale in the ordinary course of business. It
includes an investment property in the course of construction. After initial recognition at cost including
transaction costs the fair value model is used to measure the investment property at fair value at least
once a year. A gain or loss arising from a change in the fair value of investment property is included
in profit or loss for the reporting year in which it arises. The fair values are measured periodically on
a systematic basis at least once yearly by independent professional valuers having an appropriate
recognised professional qualification and recent experience in the location and category of property
being valued.

Lippo Malls Indonesia Retail Trust 93

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

(g) Intangible assets

Intangible assets relating to guaranteed rental payments from certain master lease agreements and
net property income guarantee agreements are measured initially at cost, being the fair value at the
date of acquisition. Following the initial recognition, intangible asset is measured at cost less any
accumulated amortisation and any impairment losses. Intangible assets with finite useful lives are
amortised over the estimated useful lives and assessed for impairment whenever there is an indication
that the intangible asset may be impaired. The amortisation period and amortisation method are
reviewed at each financial year-end.

The amortisable amount of an intangible asset with finite useful life is allocated on a systematic basis
over the best estimate of its useful life from the point at which the asset is ready for use.

The rental guaranteed and net property income guaranteed payments are amortised over the
guarantee periods, which range from 3 to 5 years.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in profit
and loss when the asset is derecognised.

(h) Subsidiaries

A subsidiary is an entity including unincorporated and special purpose entity that is controlled by
the reporting entity and the reporting entity is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the
investee. The existence and effect of substantive potential voting rights that the reporting entity has
the practical ability to exercise (that is, substantive rights) are considered when assessing whether
the reporting entity controls another entity.

In the Trust’s separate financial statements, the investments in subsidiaries are accounted for at cost
less any allowance for impairment in value. Impairment loss recognised in profit or loss for a subsidiary
is reversed only if there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The carrying values and the net book values
of the investments in subsidiaries are not necessarily indicative of the amounts that would be realised
in a current market exchange.

94 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

(i) Joint arrangements – joint operations

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

( j) Business combinations

Business combinations are accounted for by applying the acquisition method. There were no business
combinations during the reporting year.

(k) Impairment

Non-financial assets

Irrespective of whether there is any indication of impairment, an annual impairment test is performed
at the same time every year on an intangible asset with an indefinite useful life or an intangible asset
not yet available for use. The carrying amount of other non-financial assets is reviewed at each end
of the reporting year for indications of impairment and where an asset is impaired, it is written down
through the profit or loss to its estimated recoverable amount. The impairment loss is the excess
of the carrying amount over the recoverable amount and is recognised in the profit or loss unless
the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a
revaluation decrease. The recoverable amount of an asset or a cash-generating unit is the higher of
its fair value less costs to sell and its value in use. When the fair value less costs of disposal method is
used, any available recent market transactions are taken into consideration. When the value in use
method is adopted, in assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units). At each end of the reporting year
non-financial assets other than goodwill with impairment loss recognised in prior periods are assessed
for possible reversal of the impairment. An impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment loss had been recognised.

Lippo Malls Indonesia Retail Trust 95

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

(l) Financial instruments

(i) Recognition and de-recognition of financial instruments

A financial asset or a financial liability is recognised in the statement of financial position when,
and only when, the entity becomes party to the contractual provisions of the instrument. All
other financial instruments (including regular-way purchases and sales of financial assets) are
recognised and derecognised, as applicable, using trade date accounting or settlement date
accounting. A financial asset is derecognised when the contractual rights to the cash flows
from the financial asset expire or it transfers the rights to receive the contractual cash flows in a
transaction in which substantially all of the risks and rewards of ownership of the financial asset
are transferred or in which the entity neither transfers nor retains substantially all of the risks and
rewards of ownership and it does not retain control of the financial asset. A financial liability is
removed from the statement of financial position when, and only when, it is extinguished, that
is, when the obligation specified in the contract is discharged or cancelled or expires.

At initial recognition the financial asset or financial liability is measured at its fair value plus
or minus, in the case of a financial asset or financial liability not at fair value through profit or
loss, transaction costs that are directly attributable to the acquisition or issue of the financial
asset or financial liability.

(ii) Classification and measurement of financial assets

Financial assets are classified into (1) Financial asset classified as measured at amortised
cost; (2) Financial asset that is an equity investment measured at fair value through other
comprehensive income (FVTOCI); (3) Financial asset that is a debt asset instrument classified
as measured at fair value through other comprehensive income (FVTOCI); and (4) Financial
asset classified as measured at fair value through profit or loss (FVTPL). At the end of the
reporting year, the reporting entity had the following financial assets:

Financial asset classified as measured at amortised cost

A financial asset is measured at amortised cost if it meets both of the following conditions
and is not designated as at fair value through profit or loss (FVTPL), that is (a) the asset is held
within a business model whose objective is to hold assets to collect contractual cash flows; and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding. Typically
trade and other receivables, bank and cash balances are classified in this category.

96 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

(l) Financial instruments (cont’d)

(iii) Classification and measurement of financial liabilities

Financial liabilities are classified as at FVTPL in either of the following circumstances:

– The liabilities are managed, evaluated and reported internally on a fair value basis; or

– The designation eliminates or significantly reduces an accounting mismatch that would

otherwise arise.

All other financial liabilities are carried at amortised cost using the effective interest method.
Reclassification of any financial liability is not permitted.

(iv) Cash and cash equivalents

Cash and cash equivalents include cash and bank balances, and on demand deposits. For the
statement of cash flows, the items include cash and cash equivalents less cash subject to restriction.

(v) Hedging

The Group is exposed to currency risks and interest rate risks. The policy is to reduce currency
risks and interest rate exposures through derivatives and other hedging instruments. From
time to time, there may be borrowings and foreign exchange arrangements or interest rate
swap contracts or similar instruments entered into as hedges against changes in interest rates,
cash flows or the fair value of financial assets and liabilities. The gain or loss from re-measuring
these hedging or other arrangement instruments at fair value are recognised in profit or loss.
The applicable derivatives and other hedging instruments used are described below in the
notes to the financial statements.

(vi) Derivatives

A derivative financial instrument is a financial instrument with all three of the following
characteristics: (a) its value changes in response to the change in a specified interest rate, financial
instrument price, foreign exchange rate, index of prices, credit ratings or other variable, provided
in the case of a non-financial variable that the variable is not specific to a party to the contract;
(b) it requires no initial net investment or an initial net investment that is smaller than would be
required for other types of contracts that would be expected to have a similar response to changes
in market factors; and (c) it is settled at a future date. The derivatives are initially recognised at
fair value at the date a derivative contract is entered into and are subsequently classified as
measured at FVTPL unless the derivative is designated and effective as a hedging instrument.

Lippo Malls Indonesia Retail Trust 97

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

(m) Fair value measurement

The fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. When measuring the fair
value of an asset or a liability, market observable data to the extent possible is used. If the fair value
of an asset or a liability is not directly observable, an estimate is made using valuation techniques
that maximise the use of relevant observable inputs and minimise the use of unobservable inputs
(e.g., by use of the market comparable approach that reflects recent transaction prices for similar
items, discounted cash flow analysis, or option pricing models refined to reflect the issuer’s specific
circumstances). Inputs used are consistent with the characteristics of the asset or liability that market
participants would take into account. The entity’s intention to hold an asset or to settle or otherwise
fulfil a liability is not taken into account as relevant when measuring fair value.

Fair values are categorised into different levels in a fair value hierarchy based on the degree to which
the inputs to the measurement are observable and the significance of the inputs to the fair value
measurement in its entirety: Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities. Level 2 fair value measurements are
those derived from inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 fair value
measurements are those derived from valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs). Transfers between levels of the fair
value hierarchy are recognised at the end of the reporting period during which the change occurred.

The carrying values of current financial instruments approximate their fair values due to the short-
term maturity of these instruments and the disclosures of fair value are not made when the carrying
amount of current financial instruments is a reasonable approximation of the fair value. The fair
values of non-current financial instruments may not be disclosed separately unless there are
significant differences at the end of the reporting year and in the event the fair values are disclosed
in the relevant notes to the financial statements.

In making the fair value measurement for a non-financial asset, management determines the highest
and best use of the asset and whether the asset is used in combination with other assets or on a
stand-alone basis

(n) Unit-based payments

The issued capital is increased by the fair value of the transaction. Incidental costs directly attributable
to the issuance of units are deducted against Unitholders’ funds.

(o) Leases of lessor

As a lessor the Group classifies each of its leases as either an operating lease or a finance lease. A lease is
classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership
of an underlying asset and it is presented in its statement of financial position as a receivable at an
amount equal to the net investment in the lease. For a finance lease the finance income is recognised
over the lease term, based on a pattern reflecting a constant periodic rate of return on the lessor’s net
investment in the lease. A lease is classified as an operating lease if it does not transfer substantially
all the risks and rewards incidental to ownership of an underlying asset.

98 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

(p) Segment reporting

Reportable segments are operating segments or aggregations of operating segments that meet
specified criteria. Operating segments are components about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in deciding how to allocate
resources and in assessing the performance. Segment information has not been presented as all of the
Group’s investment properties are used primarily for retail purposes and are all located in Indonesia.
They are regarded as one component by the chief operating decision maker.

2B. Other explanatory information

(a) Provisions

A liability or provision is recognised when there is a present obligation (legal or constructive) as a

result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. A provision is made using best estimates of the amount required in settlement and where
the effect of the time value of money is material, the amount recognised is the present value of the
expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the obligation. The increase
in the provision due to passage of time is recognised as interest expense. Changes in estimates are
reflected in profit or loss in the reporting year they occur.

(b) Perpetual securities

Proceeds from issuance of perpetual securities have been recognised as equity. Distributions to the
perpetual securities holders are payable semi-annually in arrears on a discretionary basis and are
non-cumulative. Expenses relating to issuance of these perpetual securities are deducted against
the proceeds from the issue.

2C. Critical judgements, assumptions and estimation uncertainties

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

Valuation of investment properties

Significant judgements and assumptions are made in the valuation of investment properties, and these
require the use of estimates including future cash flows, growth rates, discount rates and terminal discount
rates. Please refer to note 14 for greater details.

Lippo Malls Indonesia Retail Trust 99

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2C. Critical judgements, assumptions and estimation uncertainties (cont’d)

Income tax

The Group recognises tax liabilities and tax assets based on an estimation of the likely taxes due, which
requires significant judgement as to the ultimate tax determination of certain items. Where the actual
amount arising from these issues differs from these estimates, such differences will have an impact on
income tax and deferred tax amounts in the period when such determination is made.

In addition, management judgement is required in determining the amount of current and deferred tax
recognised and the extent to which amounts should or can be recognised. A deferred tax asset is recognised
if it is probable that the entity will earn sufficient taxable profit in future periods to benefit from a reduction
in tax payments. This involves management making assumptions within its overall tax planning activities and
periodically reassessing them in order to reflect changed circumstances as well as tax regulations. Moreover,
the measurement of a deferred tax asset or liability reflects the manner in which the Group expects to
recover the asset’s carrying value or settle the liability. As a result, due to their inherent nature assessments
of likelihood are judgemental and not susceptible to precise determination.

Further, deferred tax relating to an asset is dependent on whether the Group expects to recover the carrying
amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be
through use or through sale when the asset is measured using the fair value model in FRS 40 Investment
Property or when fair value is required or permitted by an FRS for a non-financial asset. In this connection,
management has taken the view that there is clear evidence that it will consume the economic benefits of
the investment properties throughout their economic lives.

The current and deferred tax amounts are disclosed in note 10.

Assessment of impairment of trade receivables

The allowance for expected credit losses (“ECL”) assessment requires a degree of estimation and judgement.
It is based on the lifetime ECL for trade receivables. In measuring ECL, management considers all reasonable
and supportable information such as the Group’s past experience at collecting receipts, any increase in the
number of delayed receipts in the portfolio past the average credit period, and forward-looking information
such as forecasts of future economic conditions. The carrying amounts might change materially within
the next reporting year but these changes may not arise from assumptions or other sources of estimation
uncertainty at end of reporting year. The carrying amount is disclosed in note 18.

Fair value of derivative financial instruments

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

100 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2C. Critical judgements, assumptions and estimation uncertainties (cont’d)

Assessment of impairment of investments in subsidiaries

Where an investee is in net equity deficit and or has suffered losses, a test is made whether the investment in
the investee has suffered any impairment. This determination requires significant judgement. An estimate
is made of the future profitability of the investee, and the financial health of and near-term business outlook
for the investee, including factors such as industry and sector performance, and operational and financing
cash flows. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based
on existing knowledge, that outcomes within the next reporting year that are different from assumptions
could require a material adjustment to the carrying amount of the asset affected. The carrying amount of
investments in subsidiaries is disclosed in note 16.

3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

FRS 24 Related Party Disclosures requires the reporting entity to disclose: (a) transactions with its related
parties; and (b) relationships between parents and subsidiaries irrespective of whether there have been
transactions between those related parties. A party is related to a party if the party controls, or is controlled
by, or can significantly influence or is significantly influenced by the other party.

The ultimate controlling party is PT Lippo Karawaci Tbk, a company incorporated in Indonesia.

3A. Related party transactions

There are transactions and arrangements between the Trust and related parties and the effects of these on
the basis determined between the parties are reflected in these financial statements. The intercompany
balances are unsecured without fixed repayment terms and interest unless stated otherwise. For any
balances and financial guarantees no interest or charge is imposed unless stated otherwise.

Intragroup transactions and balances that have been eliminated in these consolidated financial statements
are not disclosed as related party transactions and balances below.

Significant related party transactions

In addition to transactions and balances disclosed elsewhere in the notes to the financial statements, the
Trust has also entered into several service agreements in relation to the management of the Trust and its
property operations.

(a) Manager’s fees

Under the Trust Deed, the Manager is entitled to the following:

(i) A base fee of 0.25% (2021: 0.25%) per annum of the value of the Deposited Property as defined
in the Trust Deed (excluding those authorised investment not in the nature of real estate), and
the Manager may opt to receive the base fee in the form of units and/or cash;

Lippo Malls Indonesia Retail Trust 101

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONT’D)

3A. Related party transactions (cont’d)

(a) Manager’s fees (cont’d)

(ii) A performance fee is fixed at 4.0% (2021: 4.0%) per annum of the Group’s net property income
(“NPI”) (calculated before accounting for this additional fee expense in the reporting year). NPI in
relation to real estate, whether held directly by the Trust or indirectly through a special purpose
company, and in relation to any year or part thereof, means its property income less property
operating expenses for such real estate for that year or part thereof. The Manager may opt to
receive the performance fee in the form of units and/or cash. Based on the First Amending and
Restating Deed dated 18 March 2016, the performance fees for the financial year is computed
based on audited financial statements of the Trust. The performance fee of the Manager is paid
annually, in accordance with the Code on Collective Investment Schemes;

(iii) An authorised investment management fee of 0.5% (2021: 0.5%) per annum of the value of
authorised investments which are not in the form of real estate (whether held directly by the
Trust or indirectly through one or more subsidiaries). Where such authorised investment is an
interest in a property fund (either a REIT or private property fund) wholly managed by a wholly-
owned subsidiary of the Sponsor, no authorised investment management fee shall be payable
in relation to such authorised investment;

(iv) An acquisition fee at 1.0% (2021: 1.0%) flat of value or consideration as defined in the Trust Deed
for any real estate or other investments (subject to there being no double-counting). Payment
of such acquisition fee must comply with Appendix 6 of the Code on Collective Investment
Scheme entitled “Investment: Property Funds”; and

(v) A divestment fee of 0.5% (2021: 0.5%) flat of the sales price of any authorised investment
directly or indirectly sold or divested from time to time by the Trustee on behalf of the Trust.
The Manager may opt to receive the divestment fee in the form of units and/or cash.

(b) Property Manager’s fees

Under the property management agreements in respect of each retail mall and retail space, the
Property Manager is entitled to the following:

(i) 2.0% (2021: 2.0%) per annum of the gross revenue for the relevant retail mall and retail space;

(ii) 2.0% (2021: 2.0%) per annum of NPI for the relevant retail mall and retail space (after accounting
for fee expense of 2.0% per annum of gross revenue for the relevant retail mall and retail space);
and

(iii) 0.5% (2021: 0.5%) per annum of NPI for the relevant retail mall and retail space in lieu of
leasing commissions otherwise payable to the Property Manager and/or third party agents.

Under each existing property management agreement, each of the Indonesian subsidiaries that are
owners of retail malls and retail spaces (“Property Companies”) agrees to reimburse the Property
Manager for its expenses incurred in connection with provision of property management services
and with the performance of its duties which are in compliance with the approved annual business
plan and budget as stated in the existing property management agreement. Such expenses include,
but are not limited to, rent and service charge payable by the Property Manager of its lease of its
office premises, advertising and promotion costs, and salaries of the Property Manager’s employees
who are approved by the relevant Property Companies.

102 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONT’D)

3A. Related party transactions (cont’d)

(c) Trustee’s fees

The Trustee’s fees shall not exceed 0.03% (2021: 0.03%) per annum of the value of the deposited
property (as defined in the Trust Deed), subject to a minimum of $15,000 per month, excluding
out-of-pocket expenses and goods and services tax (“GST”). The Trustee’s fee is presently charged
on a scaled basis of up to 0.03% per annum of the value of the deposited property, subject to
a minimum sum per month. Any increase in the rate of remuneration of the Trustee above the
permitted limit or any change in the structure of the remuneration of the Trustee shall be approved
by an extraordinary resolution at a Unitholders’ meeting duly convened and held in accordance with
the provisions of the Trust Deed.

During the financial year, other than those disclosed elsewhere in the financial statements, the significant
related party transactions took place at terms agreed between the parties as follows:

Group Trust
2022 2021 2022 2021
$’000 $’000 $’00 $’000

Manager
Manager’s management fees expense (note 7) 10,179 9,296 10,109 9,225
Manager’s acquisition fees (1) – 1,653 – 1,653

Trustee
Trustee’s fees expense 473 466 473 466

Property Manager
Property management fees expense (note 5) 6,964 5,868 – –

Affiliates of Sponsor (2)

Rental revenue and service charge (3) (4) (5) 48,654 49,465 – –
Acquisition of Lippo Mall Puri (note 14) – 330,647 – –
(1)
In January 2021, the Trust acquired Lippo Mall Puri and the Manager has voluntarily waived 50% of its acquisition fee entitlement to
demonstrate its support for the acquisition and received 0.5% on the purchase consideration for the acquisition.

(2)
The affiliates of the Sponsor are PT First Media Tbk, Yayasan Universitas Pelita Harapan, PT Bank National Nobu, PT Matahari Putra
Prima Tbk, PT Gratia Prima Indonesia, PT Matahari Graha Fantasi, PT Maxx Coffee Prima, PT Maxx Food Pasifik, PT Matahari Department
Store Tbk, PT Cinemaxx Global Pasifik, PT Internux, PT Sky Parking Utama, PT Solusi Ecommerce Global, PT Visionet Internasional, PT
Grahaputra Mandirikharisma, PT Prima Cipta Lestari, PT Prima Wira Utama, PT Link Net and PT Rumah Sakit Siloam Hospital Sumsel.
These are entities that either have common shareholders with the Sponsor or in which the Sponsor has an interest.

(3)
The amount also includes revenue from Lippo Mall Kuta under Sponsor Lessees with PT Kencana Agung Pratama, PT Kridakarya
Anugerah Utama and PT Trimulia Kencana Abdi.

(4)
The amount also includes revenue from Lippo Plaza Jogja under Sponsor Lessees with PT Andhikarya Sukses Pratama, PT Manunggal
Megah Serasi and PT Mulia Cipta Sarana Sukses.

(5)
The amount also includes top-up revenue from Lippo Mall Puri under the NPI guarantee agreement with PT Mandiri Cipta Gemilang.

Lippo Malls Indonesia Retail Trust 103

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONT’D)

3B. Key management compensation

The Group and the Trust have no employees. All its services are provided by the Manager and others. There
are no charges made other than the fees disclosed above.

The Trust obtains key management personnel services from the Manager. Key management personnel
of the Manager include the directors of those persons having authority and responsibility for planning,
directing and controlling the activities of the Trust, directly or indirectly.

Further information about the remuneration of individual directors of the Manager is provided in the
Report on Corporate Governance of the Trust’s Annual Report.

3C. Interest in the Trust

2022 2021
Number of % interest Number of % interest
units held held units held held

The Manager as Unitholder 48,075,671 0.62 24,601,704 0.32

In January 2021, the Trust issued a total of 4,682,872,029 new units at an issue price of $0.06 per unit
pursuant to a renounceable rights issue to partially fund the acquisition of Lippo Mall Puri. The Manager
subscribed additional 140,996,190 rights units in the Trust, together with the 88,122,619 units held as at
31 December 2020, and this increased its total units in the Trust to 229,118,809 representing 3.01% of
the total number of issued units of the Group.

In March 2021, a total of 63,668,965 units were issued to the Manager for payment of performance fee in
relation to FY2020 and the acquisition fee for acquisition of Lippo Mall Puri.

In November 2021, the Manager sold 268,186,070 units in the Trust to Bridgewater International Limited,
a subsidiary of the Sponsor, at the market price of $0.054 per unit.

On 29 March 2022, the Trust issued 23,473,967 new units at an issue price of $0.0542 per unit as payment
of the performance fee component of the Manager’s management fee for the period from 1 April 2021 to
30 June 2021.

104 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

4. GROSS REVENUE

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Rental revenue 119,206 101,740 – –

Car park revenue 5,588 4,848 – –
Dividend income from subsidiaries – – 113,175 40,525
Service charge and utilities recovery 78,241 64,681 – –
Other rental income 1,679 3,798 – –
204,714 175,067 113,175 40,525

Gross revenue includes the top-up from the vendor of Lippo Mall Puri under the net property income
guarantee arrangement.

Car park revenue is recognised based on point in time. The customers are visitors of the retail malls. The
operation of the car park is outsourced to a related party service provider, PT Sky Parking Utama, based on
a profit-sharing arrangement.

Utilities recovery revenue is recognised over time. The customers are tenants of the retail malls and
retail spaces.

5. PROPERTY OPERATING EXPENSES

Group
2022 2021
$’000 $’000

Land rental expense 1,439 1,442

Property management fees (note 3) 6,964 5,868
Legal and professional fees 1,653 1,579
Depreciation of plant and equipment (note 13) 2,432 2,750
Allowance for impairment of trade receivables (note 18) 1,244 7,570
Reversal of allowance for impairment of trade receivables (note 18) (1,756) (3,892)
Property operating and maintenance expenses 61,844 55,259
Others 412 252
74,232 70,828

Lippo Malls Indonesia Retail Trust 105

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

6. OTHER INCOME/(LOSSES)

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Gain on repurchase of Guaranteed Senior Notes 10,642 – – –

Others – (13) – (2)
10,642 (13) – (2)

In September and December 2022, the Trust repurchased and cancelled an aggregate principal amount
of US$18,300,000 of the US$200,000,000 outstanding notes from the open market at a total cost of
US$12,600,000 ($17,200,000), thereby recognising a gain of approximately US$5,200,000 ($7,100,000).

In December 2022, the Trust repurchased and cancelled an aggregate principal amount of US$11,200,000
of the US$250,000,000 outstanding notes from the open market at a total cost of US$8,400,000
($11,400,000), thereby recognising a gain of approximately US$2,600,000 ($3,600,000).

7. MANAGER’S MANAGEMENT FEES

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Base fee 4,864 5,061 4,794 4,990

Performance fee 5,219 4,170 5,219 4,170
Authorised investment fee 96 65 96 65
10,179 9,296 10,109 9,225

Included in base fee of the Group are management fees paid in cash by the subsidiaries to the Manager for
managing investment related activities.

The Manager elected to receive certain of the above fees in the form of units as shown in note 22.

8. FINANCE COSTS

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Interest expense 56,323 54,542 58,546 56,774

Amortisation of borrowing costs 6,282 5,470 6,957 5,233
Issuance and commitment fees 134 295 134 295
62,739 60,307 65,637 62,302

106 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

9. OTHER EXPENSES

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Bank charges 66 50 4 5
Professional fees 1,499 1,042 842 1,024
Investor relation expenses 80 79 80 79
Listing expenses 35 95 35 95
Security agent fees 90 60 60 30
Valuation expenses 316 280 316 280
Unclaimable input tax 472 911 472 911
Reversal of allowance for impairment
of other receivables (952) – – –
Other expenses 2,517 1,733 586 595
4,123 4,250 2,395 3,019

Group
2022 2021
$’000 $’000

Audit fees to independent auditors of the Trust 448 397

Audit fees to other independent auditors – network firms 271 264
Non-audit related services (“Non-ARS”) fees to independent auditors of the Trust 38 19
Non-ARS fees to other independent auditors – network firms – 2

Total fees to independent auditors are included in property operating expenses (note 5) and other expenses
(note 9).

Lippo Malls Indonesia Retail Trust 107

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

10. INCOME TAX

10A. Components of tax expense recognised in statements of total return

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Current tax
Singapore income tax
– Adjustment in respect of prior year 2 – 2 –
Foreign income tax 21,749 19,045 – –
Withholding tax 9,211 5,522 – –
30,962 24,567 2 –

Deferred tax
Deferred tax expense 15,676 338 – –
46,638 24,905 2 –

The income tax in statements of total return varied from the amount of income tax expense determined
by applying the Singapore statutory tax rate of 17% (2021: 17%) to total return/(loss) before tax as a result
of the following differences:

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Total return/(loss) before tax 48,221 (7,608) (147,101) (89,145)

Income tax at statutory rate of 17% (2021: 17%) 8,198 (1,293) (25,007) (15,155)
Effect of different tax rates in foreign jurisdictions 2,189 (12,232) – –
Non-deductible expenses 20,407 26,106 44,271 15,155
Income not subject to tax (1,831) – (19,264) –
Deferred tax assets not recognised 7,430 7,685 – –
Withholding tax 9,211 5,522 – –
Adjustment in respect of prior year 2 – 2 –
Others 1,032 (883) – –
46,638 24,905 2 –

Please refer to note 12 for income tax on distributions to Unitholders.

108 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

10. INCOME TAX (CONT’D)

10B. Deferred tax recognised in statements of total return

Group
2022 2021
$’000 $’000

Deferred tax expense relating to changes in fair value of investment properties (15,676) (338)

10C. Deferred tax in statements of financial position

Group
2022 2021
$’000 $’000

Deferred tax liabilities relating to changes in fair value of investment properties 21,878 8,199

It is impracticable to estimate the amount expected to be settled or used within one year.

Temporary differences arising in connection with interests in subsidiaries are insignificant.

10D. Tax matters

Corporate tax in Indonesia

Article 3 of Indonesian Government Regulation No. 5/2002 on the payment of income tax on income from
the lease of land and/or building stipulates that income tax on income received or acquired by individuals
or entities from leasing of land and/or buildings consisting of land, houses, multi-storey houses, apartments,
condominiums, office buildings, office-cum-living spaces, shops, shop-cum-houses, warehouses and industrial
spaces, which is received or earned from a tenant acting or appointed as a tax withholder, is to be withheld
by the tenant. The tax rate is 10% of the gross value of the land and/or building rental and is final in nature.

Withholding tax in Indonesia

Under the income tax treaty between Singapore and Indonesia, the Indonesia withholding tax is capped
at 10% in respect of:

(a) Dividends paid by a company resident in Indonesia to a company resident in Singapore which owns
directly at least 25% of the capital of the company paying the dividends; and

(b) Interest paid to a resident of Singapore.

Indonesia withholding tax is at 15% in respect of dividends paid by a company resident in Indonesia to a company
resident in Singapore who owns directly less than 25% of the capital of the company paying the dividends.

Lippo Malls Indonesia Retail Trust 109

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

10. INCOME TAX (CONT’D)

10D. Tax matters (cont’d)

Dividends from subsidiaries in Indonesia

Dividends received by the Singapore subsidiaries of the Trust from their respective Indonesian subsidiaries
are exempt from Singapore income tax under section 13(8) of the Income Tax Act 1947 provided the
following conditions are met:

(a) In the year the dividends are received in Singapore, the headline corporate tax rate in the foreign
country from which the dividends are received is at least 15%;

(b) The dividends have been subject to tax in the foreign jurisdiction from which they are received; and

(c) The Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to
the Singapore subsidiaries.

Dividends from subsidiaries in Singapore

Dividends received by the Trust from its Singapore subsidiaries are exempt from Singapore income tax
provided that the Singapore subsidiaries are tax residents of Singapore for income tax purposes.

Interest income from subsidiaries in Indonesia

Interest received by the Singapore subsidiaries of the Trust on loans made to the Indonesian subsidiaries
are exempt from Singapore income tax under section 13(12) of the Income Tax Act 1947 on the condition
that the full amount of remitted interest, less attributable expenses, are distributed by the Singapore
subsidiaries to the Trust for onward distribution to its Unitholders.

Redemption of redeemable preference shares in Singapore subsidiaries

Proceeds received by the Trust from the redemption of its redeemable preference shares in the Singapore
subsidiaries at the original cost of the redeemable preference shares are regarded as capital receipts and
hence not subject to Singapore income tax.

Receipt from Indonesian subsidiaries for repayment of shareholder loans

Proceeds received by the Singapore subsidiaries of the Trust for the repayment of the principal amount
of the shareholder loans from their Indonesian subsidiaries are capital receipts and hence not subject to
Singapore income tax.

110 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

11. EARNINGS PER UNIT

The following table illustrates the numerators and denominators used to calculate earnings per unit of no
par value:

Group
2022 2021
$’000 $’000

Numerator
Total return/(loss) for the year 1,583 (32,513)
Less: Amount reserved for distribution to perpetual securities holders (14,319) (17,526)
Total loss attributable to Unitholders (12,736) (50,039)

Group
2022 2021

Denominator
Weighted average number of units 7,691,214,814 7,401,389,958

Group
2022 2021
Cents Cents

Earnings per unit (0.17) (0.68)

Adjusted earnings per unit (#) (0.38) (0.25)

(#)
Adjusted earnings exclude changes in fair value of investment properties (net of deferred tax).

The weighted average number of units refers to units in circulation during the reporting year.

Diluted earnings per unit are the same as basic earnings per unit as there were no dilutive instruments in
issue during the reporting year.

Lippo Malls Indonesia Retail Trust 111

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

12. DISTRIBUTIONS TO UNITHOLDERS

Total distributions paid during the year were as follows:

Group and Trust

2022 2021
$’000 $’000

Distribution of 0.04 cents per unit for the period

from 1 October 2020 to 31 December 2020 – 3,042
Distribution of 0.08 cents per unit for the period
from 1 January 2021 to 31 March 2021 – 6,139
Distribution of 0.09 cents per unit for the period
from 1 April 2021 to 30 June 2021 – 6,906
Distribution of 0.09 cents per unit for the period
from 1 July 2021 to 30 September 2021 – 6,906
Distribution of 0.09 cents per unit for the period
from 1 October 2021 to 31 December 2021 6,906 –
Distribution of 0.09 cents per unit for the period
from 1 January 2022 to 31 March 2022 6,927 –
Distribution of 0.09 cents per unit for the period
from 1 April 2022 to 30 June 2022 6,927 –
Distribution of 0.09 cents per unit for the period
from 1 July 2022 to 30 September 2022 6,927 –
27,687 22,993

12A. Distributions per unit

Name of distribution Distribution during the year (interim distributions)

Distribution type Capital

Group and Trust

2022 2021 2022 2021
Cents Cents
per unit per unit $’000 $’000

Tax-exempt income (1) – – – –

Capital (2) 0.27 0.26 20,781 19,951
0.27 0.26 20,781 19,951

112 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

12. DISTRIBUTIONS TO UNITHOLDERS (CONT’D)

12A. Distributions per unit

Name of distribution Distribution declared subsequent to year-end (final distribution)

Distribution type Capital

Group and Trust

2022 2021 2022 2021
Cents Cents
per unit per unit $’000 $’000

Tax-exempt income (1) – – – –

Capital (2) 0.04 0.09 3,079 6,906
0.04 0.09 3,079 6,906

Total distributions 0.31 0.35 (3) (4) 23,860 26,857

(1)
Unitholders are exempt from tax on such distributions.

(2)
Such distributions are treated as return of capital for Singapore income tax purposes. For Unitholders who are liable to Singapore
income tax on profits from the sale of the Trust’s units, the amount of capital distribution will be applied to reduce the cost base of
their LMIR Trust units for Singapore income tax purposes.

(3)
The Trust makes distribution quarterly. The distribution rates above are based on the amount distributed quarterly divided by the
units outstanding at end of the relevant quarters.

(4)
Please refer note 22 for new units issued during the financial year. The number of units used to compute distribution per unit for the
reporting year are as follows:

(i) 7,673,336,012 units used for the year 2021.

(ii) 7,696,809,979 units used for the year 2022.

12B. Distribution policy

The Trust’s current distribution policy is to distribute at least 90% (2021: at least 90%) of its tax-exempt income
(after deduction of applicable expenses) and capital receipts. The tax-exempt income comprises dividends
received from the Singapore tax resident subsidiaries. The capital receipts comprise amounts received by
the Trust from redemption of redeemable preference shares in the Singapore subsidiaries.

As disclosed in the Trust’s prospectus and in accordance with the Trust Deed of the Trust, the actual level
of distribution will be determined at the Manager’s discretion.

Lippo Malls Indonesia Retail Trust 113

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

13. PLANT AND EQUIPMENT

Group
2022 2021
$’000 $’000

Cost
At beginning of year 24,670 22,581
Additions 1,657 1,871
Disposals (1,435) (13)
Foreign exchange translation (2,271) 231
At end of year 22,621 24,670

Accumulated depreciation
At beginning of year 17,834 14,944
Depreciation for the year 2,432 2,750
Disposals (1,427) (13)
Foreign exchange translation (1,800) 153
At end of year 17,039 17,834

Net book value

At beginning of year 6,836 7,637
At end of year 5,582 6,836

Depreciation expense is charged to profit or loss as property operating expenses (note 5).

14. INVESTMENT PROPERTIES

Group
2022 2021
$’000 $’000

At beginning of year 1,788,915 1,459,360

Acquisition of investment property (#) – 328,092
Enhancement expenditure capitalised 9,734 15,930
1,798,649 1,803,382
Changes in fair value included in profit or loss 32,310 (31,382)
Foreign exchange translation (175,147) 16,915
At end of year 1,655,812 1,788,915

Gross revenue from investment properties 204,714 175,067

Direct operating expenses (including repairs and maintenance) arising from
investment properties that generated rental revenue during the year (74,232) (70,828)
(#)
The acquisition in 2021 relates to the acquisition of Lippo Mall Puri. This amount also included an acquisition fee of $1,653,000 and
other acquisition related expenses of $1,923,000, respectively.

Other details of the properties are disclosed in the statement of portfolio.

The decrease in fair value is mainly due to the weakening of Indonesian Rupiah against Singapore dollar
(the reporting currency).

114 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

14. INVESTMENT PROPERTIES (CONT’D)

The fair values of the retail malls and retail spaces of the Group set out in the statement of portfolio were
determined by the following independent professional valuers:

External valuer Valuation on 31 December 2022 Valuation on 31 December 2021

Cushman & Wakefield VHS • The Plaza Semanggi • The Plaza Semanggi
Pte. Ltd. • Palembang Square • Palembang Square
• Palembang Square Extension • Palembang Square Extension
• Palembang Icon • Palembang Icon
• Plaza Medan Fair • Plaza Medan Fair
• Sun Plaza • Sun Plaza

KJPP Wilson & Rekan • Lippo Mall Kuta • Lippo Mall Kuta
(in association with • Mal Lippo Cikarang • Mal Lippo Cikarang
Knight Frank) • Tamini Square • Tamini Square
• Cibubur Junction • Cibubur Junction
• Mall WTC Matahari Units • Mall WTC Matahari Units
• Java Supermall Units • Java Supermall Units
• Plaza Madiun Units • Plaza Madiun Units
• Depok Town Square Units • Depok Town Square Units
• Malang Town Square Units • Malang Town Square Units
• Metropolis Town Square Units • Metropolis Town Square Units
• Grand Palladium Units • Grand Palladium Units

KJPP Rengganis, Hamid & • Lippo Plaza Batu • Lippo Plaza Batu
Rekan (in association with • Lippo Plaza Jogja • Lippo Plaza Jogja
CBRE) • Kediri Town Square • Kediri Town Square
• Lippo Plaza Kramat Jati • Lippo Plaza Kramat Jati
• Lippo Mall Kemang • Lippo Mall Kemang
• Lippo Mall Puri • Lippo Mall Puri

Savills Valuation and • Pluit Village • Pluit Village

Professional Services (S) • Lippo Plaza Kendari • Lippo Plaza Kendari
Pte Ltd • Gajah Mada Plaza • Gajah Mada Plaza
• Lippo Plaza Ekalokasari Bogor • Lippo Plaza Ekalokasari Bogor
• Bandung Indah Plaza • Bandung Indah Plaza
• Istana Plaza • Istana Plaza

Lippo Malls Indonesia Retail Trust 115

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

14. INVESTMENT PROPERTIES (CONT’D)

Measurement of fair value

Investment properties are stated at fair value based on valuations performed by independent professional
valuers having appropriate recognised professional qualifications and relevant experience in the location
and category of the investment properties being valued.

In determining the fair value, the valuers have used valuation methods which involve certain estimates. The
key valuation assumptions used to measure the fair value of the investment properties include discount
rates, growth rates, terminal capitalisation rates and expected rental cashflows. The Manager reviews the
appropriateness of the valuation method, assumptions and estimates adopted and is of the view that they
are a reasonable reflection of the current market conditions as at 31 December 2022.

All recurring fair value measurements of the investment properties are based on income approach, and are
categorised within Level 3 of the fair value hierarchy.

The information about the significant unobservable inputs used in the fair value measurements are as follows:

Valuation Relationship of unobservable

methods Significant unobservable inputs inputs to fair value

Discounted • Discount rates from 11.5% to 12.6% per annum • The higher the discount rates,
cash flows (2021: from 10.7% to 12.5%) the lower the fair value
method
• Growth rates from 0% to 6.0% • The higher the growth rates,
(2021: from 0% to 6.1%) the higher the fair value

• Terminal capitalisation rates from 8.0% to 9.3% • The higher the terminal
(2021: from 7.5% to 9.3%) capitalisation rates, the lower
the fair value

• Discounted cash flow forecasts: • The higher the cash flow

forecasts, the higher the fair
– over remaining lease period for Bandung value
Indah Plaza, Cibubur Junction, Lippo Plaza
Ekalokasari Bogor, Istana Plaza, Pluit Village and
Plaza Medan Fair

– over 10-year projection for non-agreement-

based scheme malls, retail spaces and The
Plaza Semanggi, Palembang Square Extension,
Palembang Icon and Lippo Plaza Kendari

Direct • Capitalisation rates from 8.3% to 9.3% (2021: 8.3% • The higher the capitalisation
capitalisation to 9.3%) rates, the lower the fair value
method

The external valuers’ reports highlighted that the Indonesia 30-year bond yield has remained stable at
7.27% (2021: 7.16%) per annum as of December 2022. This has resulted discount rates range from 11.5%
to 12.6% (2021: from 10.7% to 12.5%) per annum were adopted for the valuation.

116 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

14. INVESTMENT PROPERTIES (CONT’D)

Sensitivity analysis

1. Discount rates

A hypothetical 10% (2021: 10%) increase or decrease in pre-tax discount rate applied to the discounted
cash flows would have an effect on return before tax of: lower by $128,887,000; higher by $149,970,000
(2021: lower by $128,140,000; higher by $148,404,000).

2. Growth rates

A hypothetical 10% (2021: 10%) increase or decrease in rental revenue would have an effect on
return before tax of: higher by $84,287,000; lower by $82,299,000 (2021: higher by $92,958,000;
lower by $91,971,000).

3. Terminal discount rates

A hypothetical 10% (2021: 10%) increase or decrease in terminal discount rate would have an effect
on return before tax of: lower by $51,893,000; higher by $63,533,000 (2021: lower by $54,029,000;
higher by $66,173,000).

The types of property titles in Indonesia held by the Group are as follows:

(a) HGB title

This title gives the right to construct and own buildings on a plot of land. The right is transferable
and may be encumbered. Technically, HGB is a leasehold title where the state retains “ownership”.
However, for practical purposes, there is little difference from a freehold title.

HGB title is granted for an initial period of up to 30 years and is extendable for a subsequent
20-year period and another 30-year period. Upon expiration of such extensions, a new HGB
title may be granted on the same land.

The cost of extension is determined based on certain formula as stipulated by the National Land
Office (Badan Pertanahan Nasional) in Indonesia. The commencement date of each title varies.

(b) Agreement-based scheme (formerly known as BOT)

This title gives the Indonesian subsidiaries (“Grantee”) the right to build and operate the retail
mall for a particular period of time as stipulated in the agreement by the land owner (“Grantor”).

An agreement-based scheme (formerly known as BOT) is not registered with any Indonesian
authority. Rights under an agreement-based scheme (formerly known as BOT) do not amount
to a legal title and represent only contractual interests.

In exchange for the right to build and operate the retail mall on the land owned by the Grantor,
the Grantee is obliged to pay a certain compensation (as stipulated in the agreement), which
may be made in the form of a lump sum or staggered.

An agreement-based scheme (formerly known as BOT) is granted for an initial period of 20 to

30 years and is extendable upon agreement of both parties. Upon expiration of the term of the
agreement, the Grantee must return the land, together with any buildings and fixtures on top
of the land, without either party providing any form of compensation to the other.

Lippo Malls Indonesia Retail Trust 117

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

14. INVESTMENT PROPERTIES (CONT’D)

Sensitivity analysis (cont’d)

(c) Strata title

This title gives the party who holds the property the ownership of common areas, common property
and common land proportionately with other strata title unit owners.

The investment properties are leased out to tenants under operating leases.

As the lessor, the Group manages the risks associated with any rights it retains in the underlying assets
including any means to reduce that risk. Such means may include insurance coverage and having
clauses in the leases providing for compensation to the lessor when a property has been subjected
to excess wear-and-tear during the lease term. Please see note 32 for more information.

15. INTANGIBLE ASSETS

Group
2022 2021
$’000 $’000

Cost
At beginning of year 67,319 44,407
Additions – 22,673
Foreign exchange translation (6,513) 239
At end of year 60,806 67,319

Accumulated amortisation
At beginning of year 48,724 41,081
Amortisation for the year 6,813 7,570
Foreign exchange translation (5,242) 73
At end of year 50,295 48,724

Net book value

At beginning of year 18,595 3,326
At end of year 10,511 18,595

Intangible assets represent unamortised aggregate rental guarantee amounts receivable by the Group
from master leases upon acquisitions of Lippo Mall Kuta in 2016, Lippo Plaza Kendari in 2017, Lippo Plaza
Jogja in 2017, respectively, and NPI guaranteed amount receivable by the Group upon acquisition of Lippo
Mall Puri in 2021. The master leases range from 3 to 5 years and the NPI guaranteed covers the period
from the date of acquisition to 31 December 2024.

118 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

15. INTANGIBLE ASSETS (CONT’D)

The rental and NPI guaranteed agreements signed with respective parties that remain effective during the
year are as follows:

2022
Guaranteed Guaranteed
amount amount
equivalent in
Property From To IDR million $’000

Lippo Plaza Kendari 21 June 2017 20 June 2022 7,130 662

Lippo Plaza Jogja 22 December 2017 21 December 2022 41,490 3,855
Lippo Mall Puri 27 January 2021 31 December 2024 340,000 31,591
388,620 36,108

Rental and NPI guarantee as percentage of gross revenue of the respective malls are as follows:

2022 2021
Guaranteed Guaranteed
Gross amount as Gross amount as
Guaranteed revenue of % of gross Guaranteed revenue of % of gross
amount mall revenue amount mall revenue
$’000 $’000 % $’000 $’000 %

Lippo Mall Kuta – 1,043 – 4,109 4,638 88.6

Lippo Plaza Kendari 662 4,434 14.9 1,433 4,134 34.7
Lippo Plaza Jogja 3,855 5,656 68.2 4,048 5,619 72.0
4,517 11,133 9,590 14,391

The NPI guarantee for Lippo Mall Puri for the financial year was $31,591,000 (from 27 January 2021 to
31 December 2021: $30,056,000) and the actual NPI of the mall was $25,612,000 (2021: $10,927,000).
The difference between the guaranteed amount and actual NPI is invoiced and recognised as rental
revenue and other revenue in the statements of total return.

Lippo Malls Indonesia Retail Trust 119

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

16. INVESTMENTS IN SUBSIDIARIES

Trust
2022 2021
$’000 $’000

Unquoted equity shares, at cost 988,759 988,759

Redeemable preference shares, at cost 1,039,678 1,094,949
Quasi-equity loans (#) 19,565 19,565
Less: Allowance for impairment (701,872) (568,483)
1,346,130 1,534,790

Analysis by amounts denominated in non-functional currencies:

In USD 186 205

In IDR 475,542 983,390
(#)
The quasi-equity loans, which are extended to three Singapore subsidiaries, are unsecured, interest-free and with no fixed repayment
terms. They are, in substance, part of the Trust’s net investment in these subsidiaries.

Movements in allowance for impairment are as follows:

Trust
2022 2021
$’000 $’000

At beginning of year (568,483) (514,641)

Impairment loss charged to profit or loss (133,389) (53,842)
At end of year (701,872) (568,483)

The list of subsidiaries is set out in note 36.

Management assessed there are indicators of impairment for those subsidiaries with shortfalls between
cost of investment in subsidiaries and recoverable amount of the investments mainly due to significant
depreciation of Indonesian Rupiah (“IDR”) against Singapore Dollar (being the functional currency of the
Trust) of $1.00 to IDR11,659 for the year ended 31 December 2022 from $1.00 to IDR10,534 for the year
ended 31 December 2021. Based on the assessment, management made net allowance for impairment
of $133,389,000 (2021: $53,842,000) in the Trust’s financial statements.

120 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

17. INVESTMENTS IN JOINT OPERATION

Proportion of ownership
Place of interest held by the Group
Name operation Principal activities 2022 2021
% %

PT Yogya Central Terpadu (#) Indonesia Owner of Lippo Plaza Jogja and 68.3 68.3
Siloam Hospital Yogyakarta
(#)
Audited by RSM Amir Abadi Jusuf, Aryanto, Mawar & Rekan, a member firm of RSM International of which RSM Chio Lim LLP in
Singapore is a member.

On 13 October 2017, the Group entered into a joint venture deed through its wholly-owned Singapore
subsidiary, Icon2 Investments Pte Ltd (“Icon2”), with Icon1 Holdings Pte Ltd (“Icon1”), a wholly-owned
Singapore incorporated subsidiary of Singapore-listed First Real Estate Investment Trust (“First REIT”), to
acquire an integrated development comprising a hospital component known as Siloam Hospital Yogyakarta
(“SHYG”) and a retail mall component known as Lippo Plaza Jogja. The carrying value at reporting date
amounted to $37,679,000.

Icon2 and Icon1 each holds 100.0% of the Class B Shares and Class A Shares, respectively, in PT Yogya
Central Terpadu, which acquired the integrated development on 22 December 2017.

Class B Shares entitle the holder to, inter alia, all the rights to the revenue and profits and all the obligations
for the expenses and losses relating to Lippo Plaza Jogja, and Class A Shares entitle the holder to, inter alia,
all the rights to the revenue and profits and all the obligations for the expenses and losses relating to SHYG.
The Class B Shares and Class A Shares comprise 68.3% and 31.7% of the total issued share capital of PT
Yogya Central Terpadu, respectively.

The Group has classified PT Yogya Central Terpadu as a joint operation.

Lippo Malls Indonesia Retail Trust 121

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

18. TRADE AND OTHER RECEIVABLES

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Trade receivables
Outside parties 36,089 39,412 – –
Related parties (note 3) 7,008 11,444 – –
Less: Allowance for impairment (10,416) (12,052) – –
32,681 38,804 – –

Other receivables
Subsidiaries (note 3) – – 217,774 208,437
Related parties (note 3) 386 977 – –
Other receivables 8,357 10,758 111 47
Less: Allowance for impairment (432) (1,516) – –
8,311 10,219 217,885 208,484
40,992 49,023 217,885 208,484

Movements in allowance for impairment for trade receivables are as follows:

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

At beginning of year (12,052) (8,293) – –

Reversal of allowance no longer required (note 5) 1,756 3,892 – –
Charge to profit or loss (note 5) (1,244) (7,570) – –
Foreign exchanges translation 1,124 (81) – –
At end of year (10,416) (12,052) – –

Movements in allowance for impairment for other receivables are as follows:

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

At beginning of year (1,516) (1,516) – –

Reversal of allowance no longer required 952 – – –
Foreign exchange translation 132 – – –
At end of year (432) (1,516) – –

122 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

18. TRADE AND OTHER RECEIVABLES (CONT’D)

Concentration of credit risk relating to trade receivables is limited due to the Group’s many varied tenants
and credit policy of obtaining security deposits from most tenants for leasing the Group’s investment
properties. These tenants comprise retailers engaged in a wide variety of consumer trades.

Allowance for impairment loss for trade receivables was made based on the lifetime expected credit losses
(“ECL”) model adopted by the Manager in accordance with FRS 109 Financial Instruments. Lifetime ECL
are expected credit losses that result from all possible default events over the expected life of the trade
receivables. ECL are the weighted average credit losses with the probability of default as the weight. An
ECL matrix was set up based on the historical observed default rates over the expected life of the trade
receivables and is adjusted for forward-looking estimates. The Manager has also assessed the specific
tenants’ receivables based on their credit profile and made provisions when collectability of certain
receivables is in doubt.

The loss allowance was determined as follows for trade receivables:

Group
Gross amount Loss allowance
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Current 18,965 24,261 65 135

1 to 30 days past due 2,732 2,966 63 80
31 to 60 days past due 1,284 717 49 28
Over 61 days past due 9,718 12,585 1,224 1,545
12-month ECL 32,699 40,529 1,401 1,788
Lifetime ECL 10,398 10,327 9,015 10,264
43,097 50,856 10,416 12,052

19. OTHER NON-FINANCIAL ASSETS

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Prepayments 2,609 2,819 80 64

Prepaid tax 9,129 40,545 – –
11,738 43,364 80 64

Prepaid tax as at 31 December 2021 included prepaid value-added tax (“VAT”) amounting to $33,700,000
relating to the acquisition of Lippo Mall Puri. It was received from the relevant tax authority in Indonesia
during the year ended 31 December 2022.

Lippo Malls Indonesia Retail Trust 123

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

20. CASH AND CASH EQUIVALENTS

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Not restricted in use 106,975 119,881 21,094 30,054

Cash pledged for bank facilities 4,062 2,223 2,245 1,221
111,037 122,104 23,339 31,275

Interest earning balances 105,226 99,450 20,398 9,648

The rate of interest for the cash on interest earning accounts is between 0.1% and 3.7% (2021: 0.1% and 4.5%)
per annum.

The cash pledged for bank facilities is to cover interest payments for bank loans.

For purpose of presenting the statement of cash flows, the consolidated cash and cash equivalents comprise
the following:

Group
2022 2021
$’000 $’000

Amount as shown above 111,037 122,104

Less: Cash pledged for bank facilities (4,062) (2,223)
106,975 119,881

20A. Non-cash transactions

During the year, units amounting to $1,272,000 (2021: $2,629,000) were issued as settlement of the
Manager’s management fees and units amounting to nil (2021: $1,653,000) were issued as settlement of
the Manager’s acquisition fees.

124 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

20. CASH AND CASH EQUIVALENTS (CONT’D)

20B. Reconciliation of liabilities arising from financing activities

At
beginning Cash Non-cash At end
of year flows changes # of year
$’000 $’000 $’000 $’000

2022
Interest-bearing borrowings 845,134 (30,080) (7,107) 807,947
Finance lease liabilities 1,022 (234) 29 817
Cash pledged for bank facilities 2,223 1,839 – 4,062
Total liabilities from financing activities 848,379 (28,475) (7,078) 812,826

2021
Interest-bearing borrowings 676,132 157,539 11,463 845,134
Finance lease liabilities 1,118 (96) – 1,022
Cash pledged for bank facilities 2,780 (557) – 2,223
Total liabilities from financing activities 680,030 156,886 11,463 848,379
#
Mainly relates to foreign exchange adjustments on the USD Guaranteed Senior Notes.

21. NET ASSET VALUE PER UNIT ATTRIBUTABLE TO UNITHOLDERS

The following tables set out the numerators and denominators used to calculate net asset value per unit
attributable to Unitholders:

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Numerator
Net assets attributable to
Unitholders at end of year 526,978 728,018 375,276 563,113

Number of units Number of units Number of units Number of units

Denominator
Units in issue (note 22) 7,696,809,979 7,673,336,012 7,696,809,979 7,673,336,012

Cent Cent Cent Cent

Net asset value per unit

attributable to Unitholders 6.85 9.49 4.88 7.34

Lippo Malls Indonesia Retail Trust 125

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

21. NET ASSET VALUE PER UNIT ATTRIBUTABLE TO UNITHOLDERS (CONT’D)

Each unit in the Trust presents an undivided interest in the Trust. The rights and interests of Unitholders are
contained in the Trust Deed and include the right to:

– Receive income and other distributions attributable to the Units held;

– Receive audited financial statements and annual report of the Trust; and

– Participate in the termination of the Trust by receiving a share of all net cash proceeds derived from
the realisation of the assets of the Trust less any liabilities, in accordance with their proportionate
interests in the Trust.

No Unitholder has a right to require that any assets of the Trust be transferred to him.

Further, Unitholders cannot give directions to the Trustee or the Manager (whether at a meeting of
Unitholders duly convened and held in accordance with the provisions of the Trust Deed or otherwise) if it
would require the Trustee or the Manager to do or omit doing anything which may result in:

– The Trust ceasing to comply with applicable laws and regulations; or

– The exercise of any discretion expressly conferred on the Trustee or the Manager by the Trust Deed
or the determination of any matter which, under the Trust Deed, requires the agreement of either or
both of the Trustee and the Manager.

The Trust Deed contains provisions that are designed to limit the liability of a Unitholder to the amount
paid or payable for any unit. The provisions seek to ensure that if the issue price of the units held by a
Unitholder has been fully paid, no such Unitholder, by reason alone of being a Unitholder, will be personally
liable to indemnify the Trustee or any creditor of the Trust in the event that the liabilities of the Trust exceed
its assets.

Under the Trust Deed, each unit carries the same voting rights.

126 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

21. NET ASSET VALUE PER UNIT ATTRIBUTABLE TO UNITHOLDERS (CONT’D)

Capital management

The objectives when managing capital are to safeguard the Group’s ability to continue as a going concern,
so that it can continue to provide returns for Unitholders and benefits for other stakeholders, and to provide
an adequate return to Unitholders by pricing services commensurately with the level of risk. The Manager
sets the amount of capital in proportion to risk.

The Manager manages the capital structure and makes adjustments to it where necessary or possible in
the light of changes in economic conditions and the risk characteristics of the underlying assets. Please
refer to note 12B on the distribution policy.

The only externally imposed capital requirement is that for the Group to maintain its listing on the SGX-ST,
it has to have issued equity with a free float of at least 10% of the Units. Management receives a report
from the registrar frequently on substantial unit interests showing the non-free float and it demonstrated
continuing compliance with the SGX-ST requirement on the 10% limit throughout the year.

In accordance with the Property Funds Appendix issued by the Monetary Authority of Singapore, prior to
1 January 2022, the total borrowings and deferred payments of the Group should not exceed 50% (2021:
50%) of the Group’s deposited property. Subsequent to 1 January 2022, it should not exceed 45% of the
Group’s deposited property and may exceed 45% only if the Group has a minimum adjusted interest coverage
ratio of 2.5 times after taking into account the interest payment obligations arising from the new borrowings.

The Group has computed its aggregate leverage ratio as follows:

Group
2022 2021
$’000 $’000

Total gross borrowings and deferred payments 819,359 861,569

Total deposited property 1,835,672 2,028,837
Aggregated leverage ratio (%) 44.6% 42.5%

The Group met the aggregate leverage ratio at end of reporting year. The increase in aggregate leverage
ratio for the reporting year was primarily due to significant depreciation of IDR against Singapore Dollar
(being the functional currency of the Trust) of $1.00 to IDR11,659 for the year ended 31 December 2022
from $1.00 to IDR10,534 for the year ended 31 December 2021.

Lippo Malls Indonesia Retail Trust 127

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

22. UNITS IN ISSUE

Group and Trust

2022 2021
Number of units Number of units

At beginning of year 7,673,336,012 2,926,795,018

Manager’s management fees settled in units 23,473,967 39,067,261
Issuance of rights units – 4,682,872,029
Issuance of new units for acquisition fee – 24,601,704
At end of year 7,696,809,979 7,673,336,012

The issue price for determining the number of units issued and issuable as the Manager’s management
base fee, performance fee and acquisition fees is calculated based on the volume weighted average traded
price for all trades done on SGX-ST in the ordinary course of trading for ten business days immediately
preceding the respective last business day of the respective quarter end date, year-end date and issuance
date, respectively. The new units, upon issue and allotment, will rank pari passu in all respect with the units
of the Trust.

The following units were issued during the financial year:

(i) In March 2022 (2021: March 2021), 23,473,967 (2021: 39,067,261) new units were issued, at
issue price of $0.0542 (2021: $0.0673) per unit as payment of performance fee component of the
Manager’s management fee for the period from 1 April 2021 to 30 June 2021 (2021: 1 January
2020 to 30 September 2020). The issue prices were determined based on the volume weighted
average traded price for all trades done on SGX-ST in the ordinary course of trading for the last ten
business days of the relevant quarter in which the management fees accrued.

The following units were issued in the prior financial year:

(ii) In January 2021, 4,682,872,029 new units were issued at an issue price of $0.06 per unit pursuant to a
renounceable and non-underwritten rights issue to raise gross proceeds, amounting to $281.0 million.

(iii) In March 2021, 24,601,704 new units were issued, at issue price $0.0672 per unit as payment of
acquisition fee to the Manager in relation to the acquisition of Lippo Mall Puri. The issue price was
determined based on the volume weighted average traded price for all trades done on the SGX-ST in
the ordinary course of trading for the last ten business days immediately preceding the issuance of
the acquisition fee units.

128 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

23. PERPETUAL SECURITIES

Group and Trust

2022 2021
$’000 $’000

At beginning of year 259,453 263,618

Amount reserved for distribution to perpetual securities holders 14,319 17,526
Distribution to perpetual securities holders (16,985) (21,691)
At end of year 256,787 259,453

The perpetual securities are classified as equity instruments and recorded in equity in the statements of
financial position.

LMIRT Capital Pte Ltd (“LMIRT Capital”), a wholly-owned subsidiary of the Trust, and the Trustee established
a $1.0 billion Guaranteed Euro Medium Term Securities Programme (“EMTS”) on 9 September 2015. Under
the EMTS:

(i) Each of LMIRT Capital and the Trustee may, from time to time, issue Medium Term Notes (“Notes”) which,
in the case of the Notes issued by LMIRT Capital, will be unconditionally and irrevocably guaranteed
by the Trustee (in its capacity as trustee of the Trust).; and

(ii) The Trustee may, from time to time, issue perpetual securities.

In 2016 and 2017, the Trust issued perpetual securities of $140.0 million and $120.0 million under the
$1.0 billion EMTS at 7.0% and 6.6% per annum, respectively, with the first reset date on 27 September
2021 and 19 December 2022, respectively, and subsequent reset occurring every five years thereafter.

The distributions on the $140.0 million and $120.0 million perpetual securities are payable semi-annually
on a discretionary basis and are non-cumulative. The distribution on perpetual securities of $140.0 million
are payable on 27 March and 27 September each year and the distribution on perpetual securities of
$120.0 million are payable on 19 June and 19 December each year.

On 19 December 2022, the distribution rate applicable to the $120.0 million perpetual securities has been
reset. The distribution rate in respect of the period from the first reset date (being 19 December 2022) to
the immediately following reset date (being 19 December 2027) shall be 8.0960% per annum.

On 27 September 2021, the distribution rate applicable to $140.0 million perpetual securities has been
reset. The distribution rate in respect of the period from the first reset date (being 27 September 2021) to
the immediately following reset date (being 27 September 2026) shall be 6.4751% per annum.

The key terms and conditions of the perpetual securities are as follows:

– There is no fixed redemption date;

– The redemption of the security is at the option of the Trust, in whole, but not in part, on the first reset
date or later; and

– The payment obligations of the Trust under the perpetual securities will at all times rank ahead of
the holders of junior obligations of the Trust.

Lippo Malls Indonesia Retail Trust 129

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

23. PERPETUAL SECURITIES (CONT’D)

While the Manager is exploring options to maintain a sustainable capital structure and refinancing and/or
extension its maturing loan obligations, in order to conserve cash, the Trust intends not to pay distributions
for the $140.0 million and $120 million perpetual securities.

There were no distributions accrued or reserved as at 31 December 2022 in respect of the $140.0 million
and $120.0 million perpetual securities after the last distributions declared and paid on 27 September 2022
and 19 December 2022, respectively.

24. OTHER FINANCIAL LIABILITIES

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Non-current
Financial instruments with floating interest rates
Bank loans (unsecured) (note 24A) 110,000 184,500 – 74,500
Less: Unamortised transaction costs (2,007) (4,159) – (967)
107,993 180,341 – 73,533

Financial instruments with fixed interest rates

Senior notes (unsecured) (note 24A) 567,359 609,569 – –
Less: Unamortised transaction costs (7,715) (11,970) – –
559,644 597,599 – –
Finance leases (note 24B) 692 570 – –
668,329 778,510 – 73,533

Current
Financial instruments with floating interest rates
Bank loans (unsecured) (note 24A) 142,000 67,500 142,000 67,500
Less: Unamortised transaction costs (1,690) (306) (1,690) (306)
140,310 67,194 140,310 67,194

Finance leases (note 24B) 125 452 – –

140,435 67,646 140,310 67,194
808,764 846,156 140,310 140,727

130 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

24. OTHER FINANCIAL LIABILITIES (CONT’D)

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Due within 2 to 5 years 668,329 778,476 – 73,533

Due after 5 years – 34 – –
668,329 778,510 – 73,533

At end of reporting year, the range of floating interest rates paid per annum was as follows:

Group Trust
2022 2021 2022 2021

Bank loans (unsecured) 3.67% to 6.06% 2.26% to 4.03% 3.67% to 6.06% 2.26% to 3.71%
Senior notes (unsecured) 8.07% 6.91% 8.07% 6.91%

At end of reporting the year, the range of fixed interest rates paid per annum was as follows:

Group
2022 2021

Senior notes (unsecured) 6.71% to 7.50% 6.71% to 7.50%

Finance leases 14.00% 14.00%

The weighted effective interest rates including borrowing cost per annum were as follows:

Group Trust
2022 2021 2022 2021

Bank loans (unsecured) 5.81% 4.52% 5.47% 4.52%

Senior notes (unsecured) 7.90% 7.42% 7.90% 7.42%

Lippo Malls Indonesia Retail Trust 131

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

24. OTHER FINANCIAL LIABILITIES (CONT’D)

24A. Borrowings and debt securities (excluding unamortised borrowing cost and finance lease)

Notes Maturity Interest rate 2022 2021

$’000 $’000

Current borrowings
$67.5 million term loan (Bridging
Facility A) 1 November 2023 2.50% + SORA# 67,500 –
$67.5 million term loan (Facility A) 1 November 2022 3.05% + SOR* – 67,500
$67.5 million term loan (Facility B) 1 November 2023 3.25% + SOR* 67,500 –
Committed revolving loan facility 2 August 2023 2.10% + SORA# 7,000 –

Non-current borrowings
$67.5 million term loan (Facility B) 1 November 2023 3.25% + SOR* – 67,500
$60.0 million term loan (Facility A1) 3 January 2024 3.50% + SORA# 60,000 60,000
$20.0 million term loan (Facility A2) 3 January 2026 3.92% + SORA# 20,000 20,000
$30.0 million term loan (Facility B1) 3 January 2024 3.50% + SORA# 22,500 22,500
$10.0 million term loan (Facility B2) 3 January 2026 3.92% + SORA# 7,500 7,500
US$238.8 million (2021: US$250.0
million) Guaranteed Senior Notes 4 June 2024 7.25% 322,200 338,649
US$181.7 million (2021: US$200.0
million) Guaranteed Senior Notes 5 February 2026 7.50% 245,159 270,920
Committed revolving loan facility 2 August 2023 2.10% + SORA# – 7,000
819,359 861,569

* SOR refers to SGD Swap Offer Rate

# SORA refers to Singapore Overnight Rate Average

Certain of the loan payables agreements terms were changed from SOR to SORA during the reporting year.
Management has applied the reliefs allowed by the financial reporting standard on financial instruments
(as amendment) relating to the Interest Rate Benchmark Reform (Phase 2). The relief allows companies to
account for modifications to contracts as a continuation of existing contract without additional analysis by
prospectively adjusting the effective interest rate. Management has made use of the relief. Accordingly the
exchange of debt instruments or modification of interest rates is not accounted for the derecognition of
the original liability and the recognition of a new one.

Note

1. On 19 November 2018, the Group drew down $135.0 million, which consists of two tranches, A and
B, of $67.5 million each, maturing in November 2022 and November 2023, respectively, at interest
rate of 3.05% plus SOR per annum and 3.25% plus SOR per annum, respectively.

On 21 October 2022, the Group refinanced Facility A amounting to $67.5 million due in November
2022 with a bridging loan (Bridging Facility A), maturing in November 2023 at interest rate of 2.50%
plus SORA per annum.

2. On 18 August 2021, the Group obtained a committed $30.0 million revolving loan facility for a period
of 2 years till August 2023. The Group drew down $7.0 million in August 2021 from the facility.

132 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

24. OTHER FINANCIAL LIABILITIES (CONT’D)

24A. Borrowings and debt securities (excluding unamortised borrowing cost and finance lease) (cont’d)

Note (cont’d)

3. On 6 January 2021, the Group obtained a term loan facility of up to $120.0 million and drew down
$110.0 million. The term loan facility comprises of $60.0 million (Facility A1), $20.0 million (Facility
A2), $22.5 million (Facility B1) and $7.5 million (Facility B2) with maturity tenure of 36 months for
Facility A1 and Facility B1 and 60 months for Facility A2 and Facility B2.

Facility A1 and Facility A2 were drawn down in January 2021; and Facility B1 and Facility B2 were
drawn down in April 2021.

In October 2022, the Group restructured the interest rates of Facility A1 and Facility B1 to 3.50%
plus SORA per annum and, Facility A2 and Facility B2 to 3.92% plus SORA per annum.

4. On 19 June 2019, the Trust, through LMIRT Capital, issued US$250.0 million Guaranteed Senior
Notes due in 2024. These Guaranteed Senior Notes bear fixed interest rate of 7.25% per annum, are
payable semi-annually in arrears and were issued at an issue price of 98.973% of the principal of the
senior notes.

The proceeds from the Guaranteed Senior Notes were used to repay $120.0 million uncommitted
revolving credit and tranche A of $175.0 million of the bank loan, respectively. The balance of the
proceeds was used for working capital purposes.

In December 2022, the Trust repurchased and cancelled an aggregate principal amount of US$11.2
million of US$250.0 million outstanding notes from the open market at a total cost of US$8.4 million
($11.4 million) at a gain of approximately US$2.6 million ($3.6 million) using internal funding.

At end of reporting year, a total of US$238.8 million ($322.2 million) (2021: US$250.0 million ($338.6
million)) notes are outstanding. The fair value of the US$238.8 million (2021: US$250.0 million) 7.25%
Guaranteed Senior Notes (Level 1) is $227.8 million (2021: $348.3 million).

5. On 9 February 2021, the Trust, through LMIRT Capital, issued US$200.0 million Guaranteed Senior
Notes due in 2026. These Guaranteed Senior Notes bear fixed interest rate of 7.50% per annum, are
payable semi-annually in arrears and were issued at an issue price of 98.980% of the principal of the
senior notes.

The proceeds from the Guaranteed Senior Notes, along with the existing cash balance were used
to refinance the tranche B of $175.0 million term loan facility maturing in August 2021 and $44.0
million unsecured uncommitted revolving credit facilities, with the balance of the proceeds for general
working capital purposes.

In September and December 2022, the Trust repurchased and cancelled an aggregate principal
amount of US$18.3 million of US$200.0 million outstanding notes from the open market at a total
cost of US$12.6 million ($17.2 million) at a gain of approximately US$5.2 million ($7.1 million) using
internal funding.

At end of reporting year, a total of US$181.7 million ($245.2 million) (2021: US$200.0 million ($270.9
million)) notes are outstanding. The fair value of the US$181.7 million (2021: US$200.0 million) 7.50%
Guaranteed Senior Notes (Level 1) is $148.9 million (2021: $280.2 million).

Lippo Malls Indonesia Retail Trust 133

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

24. OTHER FINANCIAL LIABILITIES (CONT’D)

24A. Borrowings and debt securities (excluding unamortised borrowing cost and finance lease) (cont’d)

The Trust entered into several cross-currency interest rate swap contracts to substantially swap the USD
proceeds of the senior notes into SGD. Please refer to note 28C for more information.

Moody’s has downgraded the corporate family rating of the Trust and the backed Senior Notes issued to
B2 on 22 June 2022, to B3 on 16 November 2022 and to Caa1 on 13 February 2023.

Fitch has downgraded Long-Term Issue Default Rating (IDR) of the Senior Notes to B on 7 July 2022, to
B- on 28 November 2022, to CCC+ on 20 February 2023 and to CCC on 9 March 2023, with recovery
rating remaining at RR4.

The rationale of the downgrade was in relation to high refinancing risk of the outstanding borrowings and
debt securities totalling $574.2 million due over the next 18 months.

The senior notes are listed on the SGX-ST.

24B. Finance leases

Finance lease is for the agreement-based scheme (formerly known as BOT) fees payable.

The fixed rate of interest for finance leases is 14.00% (2021: 14.00%) per annum. The finance lease is on
fixed repayment term and no arrangements have been entered into for contingent rental payments.

The carrying amount of the lease liabilities is not significantly different from the fair value.

25. OTHER NON-FINANCIAL LIABILITIES, NON-CURRENT

Group
2022 2021
$’000 $’000

Advance payments by tenants 77,956 84,025

The Group collects advance rental payment from tenants for new leases, which is up to 20% of the total rental
of the lease agreement and is amortised to statement of total return as rental revenue over the lease tenure.

134 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

26. TRADE AND OTHER PAYABLES

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Other payables, non-current

Subsidiary – LMIRT Capital – – 692,269 704,407

Trade payables, current

Outside parties and accrued liabilities 32,472 29,164 9,006 5,383
Related parties (note 3) 2,505 708 – –
34,977 29,872 9,006 5,383

Other payables, current

Subsidiaries (note 3) (#) – – 65,836 88,527
Other payables 11,168 8,850 – –
11,168 8,850 65,836 88,527
46,145 38,722 74,842 93,910
46,145 38,722 767,111 798,317

LMIRT Capital, being the treasury entity of the Group, raises funds and on lend the proceeds to the Trust for
its acquisition or refinancing purpose.

The interest rates and repayment terms of the loan from LMIRT Capital are dependent on and linked to the
terms of the financial instruments it entered into.

(#)
Included in this balance are amount due to subsidiaries amounting to $45,467,000 (2021: $38,694,000) that are unsecured, bear
fixed interest rates ranging from 5.00% to 9.35% (2021: 5.00% to 9.35%) per annum and with a fixed term of repayment. The carrying
amount is a reasonable approximation of fair value (Level 2).

27. OTHER NON-FINANCIAL LIABILITIES, CURRENT

Group
2022 2021
$’000 $’000

Security deposits from tenants 44,430 48,179

The Group typically collects security deposits from tenants for new leases, which may be: (1) subject to
adjustment upon renewal or variation of the leasing terms and conditions agreed by the parties, and (2)
refundable upon expiry of lease agreement subject to no rental in arrears.

Lippo Malls Indonesia Retail Trust 135

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

28. DERIVATIVE FINANCIAL INSTRUMENTS

The table below summarises the fair value of derivatives engaged into at end of the year. All derivatives are
not designated as hedging instruments.

Group and Trust

2022 2021
$’000 $’000

Derivatives with positive fair values

There was no derivative with positive fair value as of 2022 and 2021.

Derivatives with negative fair values

Interest rate swaps (note 28A) – (343)
Currency option contracts (note 28B) (28) –
Cross currency interest rate swap contracts (note 28C) (47,922) (12,628)
(47,950) (12,971)

Movements during the year are as follows:

At beginning of year (12,971) (19,587)

Fair value changes recognised in profit or loss (29,849) 8,486
Reset amount payable (5,130) (1,870)
At end of year (47,950) (12,971)

Presented in statements of financial position as:

Non-current liabilities (47,922) (12,628)

Current liabilities (28) (343)
(47,950) (12,971)

28A. Interest rate swaps

There were no outstanding interest rate swap contracts as of 31 December 2022.

The notional amount of interest rate swap contracts as at 31 December 2021 was $85.0 million. They were
designed to convert floating rate borrowings to fixed rate exposure. The Group paid the fixed interest rates,
ranging from 1.99% to 2.05% per annum, and received a variable rate equal to the SOR on the notional
contract amount (Level 2). The interest rate swap contracts expired in February 2022 to March 2022.

Information on maturities of the borrowings is set out in note 24A.

136 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

28. DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D)

28B. Currency option contracts

Notional amounts Maturity Fair value

2022 2021 Reference 2022 2021 2022 2021
$’000 $’000 currency $’000 $’000

Currency option August

contracts 60,210 – IDR 2023 – (28) –

The Trust entered into currency option contracts to mitigate fluctuation of income denominated in IDR
arising from: (i) dividends received or receivable by the Singapore subsidiaries; and (ii) capital receipts from
repayment of shareholders loans to Singapore subsidiaries.

Currency derivatives are utilised to hedge significant future transactions and cash flows. The Trust is a party
to a variety of foreign currency options in the management of its exchange rate exposures. The instruments
purchased are primarily denominated in the currency of the Trust’s principal market. As a matter of principle,
the Trust does not enter into derivative contracts for speculative purposes.

28C. Cross currency interest rate swap contracts

The Trust entered into cross currency interest rate swap contracts to swap proceeds from the senior notes
(note 24A) and the corresponding interest coupon payments into SGD obligations.

Notional amounts Interest rate hedged Fair value

2022 2021 2022 2021 2022 2021
$’000 $’000 per annum per annum $’000 $’000

US$250.0 million
7.25% notes due in 2024 341,683 341,683 6.71% 6.71% (11,270) (4,796)

US$180.0 million 6.97% + 6m 6.65% + 6m

7.50% notes due in 2026 238,904 238,904 SORA SOR (36,652) (7,832)

Cross currency interest rate swap agreements were entered into to swap US$180.0 million of the US$200.0
million Notes into SGD with a weighted average interest rate of 6.65% plus 6-month SOR per annum. In
April 2022, the Group restructured the interest rates to 6.97% plus 6-month SORA per annum.

Lippo Malls Indonesia Retail Trust 137

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

28. DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D)

28D. Fair value of derivative financial instruments

The derivative financial instruments are not traded in an active market. As a result, their fair values are based
on valuation techniques currently consistent with generally accepted valuation methodologies for pricing
financial instruments, and incorporate all factors and assumptions that knowledgeable, willing market
participants would consider in setting the price (Level 2).

The fair value (Level 2) of interest rate swaps was measured on the basis of the current value of the difference
between contractual interest rate and market rate at end of the reporting year. The valuation technique
used market observable inputs including interest rate curves.

The fair value (Level 2) of currency option contracts is based on option models. The valuation technique
uses market observable inputs including forward rate curves and annualised volatility of exchange rate.

The valuation techniques applied on cross currency interest rate swap contracts include forward pricing,
swap models, and present value calculations. The models incorporate various inputs including foreign
exchange spot and forward rates, and interest rates. For these financial instruments, inputs into models
are market observable (Level 2).

29. FINANCIAL RATIOS

Group Trust
2022 2021 2022 2021

Expenses to average net assets ratio – excluding

performance related fee (1) 1.08% 1.12% 1.06% 0.80%
Expenses to average net assets ratio – including
performance related fee (1) 1.67% 1.59% 1.78% 1.13%
Portfolio turnover ratio (2) – – – –
(1)
The annualised ratios are computed in accordance with the guidelines of Investment Management Association of Singapore.
The expenses used in the computation relate to expenses at the Group and Trust levels excluding any property related expenses,
borrowing costs, foreign exchange losses/(gains), tax deducted at source and costs associated with the purchase of investments.

(2)
Turnover ratio means the number of times per year that a dollar of assets is reinvested. It is calculated based on the lesser of purchases
or sales of underlying investments of a scheme expressed as a percentage of daily average net asset value.

138 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS

30A. Categories of financial assets and liabilities

The following table categorises the carrying amount of financial assets and liabilities recorded at end of the
reporting year:

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Financial assets
Financial assets at amortised cost 152,029 171,727 241,224 239,759
152,029 171,727 241,224 239,759

Financial liabilities
Financial liabilities at FVTPL 47,950 12,971 47,950 12,971
Financial liabilities at amortised cost 854,909 884,878 907,421 939,044
902,859 897,849 955,371 952,015

Further quantitative disclosures are included throughout these financial statements.

30B. Financial risk management

The main purpose for holding or issuing financial instruments is to raise and manage the finances for the
entity’s operating, investing and financing activities. There are exposures to the financial risks on the financial
instruments such as credit risk, liquidity risk and market risk comprising interest rate risk, currency risk and
price risk exposures. Management has certain practices for the management of financial risks and actions
to be taken in order to manage the financial risks. The guidelines include the following:

– Minimise interest rate, currency, credit and market risks for all kinds of transactions;

– Maximise use of “natural hedge”: favouring as much as possible the natural off-setting of sales and
costs and payables and receivables denominated in the same currency and therefore put in place
hedging strategies only for the excess balance. The same strategy is pursued with regard to interest
rate risk;

– Enter into derivatives or any other similar instruments solely for hedging purposes;

– All financial risk management activities are carried out and monitored by senior management staff;

– All financial risk management activities are carried out following acceptable market practices; and

– May consider investing in shares, bonds or similar instruments.

The Chief Financial Officer of the Manager who monitors the procedures reports to management of the Manager.

There have been no changes to the exposures to risk; the objectives, policies and processes for managing
the risk and the methods used to measure the risk.

Lippo Malls Indonesia Retail Trust 139

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30C. Fair value of financial instruments

The analysis of financial instruments that are measured subsequent to initial recognition at fair value,
grouped into Levels 1 to 3 are disclosed in the relevant notes to the financial statements. These include the
significant financial instruments stated at amortised cost and at fair value in the statements of financial
position. The carrying values of current financial instruments approximate their fair values due to the
short-term maturity of these instruments and the disclosures of fair value are not made when the carrying
amount of current financial instruments is a reasonable approximation of the fair value.

30D. Credit risk on financial assets

Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties
to discharge their obligations in full or in a timely manner. These arise principally from cash balances with
banks, cash equivalents, and trade and other receivables. The maximum exposure to credit risk is the total of
the fair value of the financial assets at the end of the reporting year. Credit risk on cash balances with banks
and any other financial instruments is limited because the counter-parties are entities with acceptable credit
ratings. For ECL on financial assets, the three-stage approach in the financial reporting standard on financial
instruments is used to measure the impairment allowance. Under this approach the financial assets move
through the three stages as their credit quality changes. However, a simplified approach is permitted by
the financial reporting standards on financial instruments for financial assets that do not have a significant
financing component, such as trade receivables.

On initial recognition, a day-one loss is recorded equal to the 12-month ECL (or lifetime ECL for trade
receivables), unless the assets are considered credit impaired. For credit risk on trade receivables an
ongoing credit evaluation is performed on the financial condition of the debtors and an impairment loss is
recognised in profit or loss. Reviews and assessments of credit exposures in excess of designated limits are
made. Renewals and reviews of credits limits are subject to the same review process.

Please refer to note 20 for cash and cash equivalents balances. Cash and cash equivalents are also subject to the
impairment requirements of the standard on financial instruments. There was no identified impairment loss.

140 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30E. Liquidity risk

The following table analyses remaining contractual maturity (including derivative financial liabilities) of the
Group and the Trust based on contractual undiscounted cash flows:

Less than 1 to 3 3 to 5 Over

1 year years years 5 years Total
$’000 $’000 $’000 $’000 $’000

2022

Group
Gross borrowings commitments 195,757 455,432 274,697 – 925,886
Gross-settled cross currency interest
rate swaps
– Payments 47,327 390,706 241,016 – 679,049
– Receipts (42,670) (384,814) (244,788) – (672,272)
Gross finance lease obligations 217 225 190 184 816
Trade and other payables 46,145 – – – 46,145
246,776 461,549 271,115 184 979,624

Trust
Gross borrowings commitments 148,572 – – – 148,572
Gross-settled cross currency interest
rate swaps
– Payments 47,327 390,706 241,016 – 679,049
– Receipts (42,670) (384,814) (244,788) – (672,272)
Trade and other payables 125,539 459,172 282,354 – 867,065
278,768 465,064 278,582 – 1,022,414

Lippo Malls Indonesia Retail Trust 141

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30E. Liquidity risk (cont’d)

The following table analyses remaining contractual maturity (including derivative financial liabilities) of the
Group and the Trust based on contractual undiscounted cash flows: (cont’d)

Less than 1 to 3 3 to 5 Over

1 year years years 5 years Total
$’000 $’000 $’000 $’000 $’000

2021

Group
Gross borrowings commitments 121,149 579,775 322,064 – 1,022,988
Gross-settled cross currency interest
rate swaps
– Payments 39,428 408,085 257,214 – 704,727
– Receipts (42,839) (410,893) (264,044) – (717,776)
Gross finance lease obligations 457 260 313 5 1,035
Trade and other payables 38,722 – – – 38,722
Interest rate swaps (343) – – – (343)
156,574 577,227 315,547 5 1,049,353

Trust
Gross borrowings commitments 72,190 76,740 – – 148,930
Gross-settled cross currency interest rate
swaps
– Payments 39,428 408,085 257,214 – 704,727
– Receipts (42,839) (410,893) (264,044) – (717,776)
Trade and other payables 93,910 704,407 – – 798,317
Interest rate swaps (343) – – – (343)
162,346 778,339 (6,830) – 933,855

The above amounts disclosed in the maturity analysis are the contractual undiscounted cash flows and such
undiscounted cash flows differ from the amount included in the statements of financial position. When
the counterparty has a choice of when an amount is paid, the liability is included on the basis of the earliest
date on which it can be required to pay.

Liquidity risk refers to the difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. It is expected that all liabilities will be settled at their contractual
maturity. The average credit period taken to settle trade payables is approximately 30 days (2021: 30 days).
The other payables are with short-term durations. The classification of the financial assets is shown in the
statements of financial position as they may be available to meet liquidity need and no further analysis is
deemed necessary.

142 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30E. Liquidity risk (cont’d)

Group and Trust

2022 2021
$’000 $’000

Undrawn bank facilities 23,000 23,000

As at 31 December 2022, the Group and the Trust has undrawn bank facilities amounting to $23.0 million
(2021: $23.0 million) from committed revolving loan facility. The details of the facilities are disclosed in note 24A.

A schedule showing the maturity of financial liabilities and unused bank facilities is provided regularly to
management of the Manager to assist in monitoring the liquidity risk. The Manager also monitors and observes
the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore concerning
limits on total borrowings. The Manager is of the view that cash from operating activities will be sufficient to
meet the current requirements to support ongoing operations, capital expenditures, and debt repayment
obligations. The Trust’s structure necessitates raising funds through debt financing and the capital markets
to fund strategic acquisitions and capital expenditures. The Manager also ensures there are sufficient funds
for declared and payable distributions and any other commitments.

30F. Interest rate risk

The interest rate risk exposure is from changes in fixed rates and floating interest rates and it mainly
concerns financial liabilities which are both fixed rate and floating rate. The following table analyses the
breakdown of the significant financial instruments by type of interest rate:

Group Trust
2022 2021 2022 2021
$’000 $’000 $’000 $’000

Financial liabilities with interest

Fixed rates 324,494 365,741 369,961 404,435
Floating rates 494,865 495,827 494,865 570,327
819,359 861,568 864,826 974,762

The floating rate debt instruments are with interest rates that are re-set at regular intervals. The interest
rates are disclosed in the respective notes.

Lippo Malls Indonesia Retail Trust 143

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30F. Interest rate risk (cont’d)

In order to manage interest rate risk, the Trust entered into:

– Cross currency interest rate swaps contracts to swap foreign currencies interest into fixed Singapore
dollar interest, as described in note 28C; and

– Interest rate swaps to mitigate fair value risk by converting floating rate borrowings to fixed rate
borrowings, as described in notes 24A and 28A. The interest rate swap contracts expired in February
2022 to March 2022.

The derivatives are carried at fair value, and changes in fair value are recognised in profit or loss. However,
there is no impact to distributable income until realised.

Sensitivity analysis

An effect of change of 100 basis point (“bps”) in interest rates at the reporting date would have increased/
(decreased) profit after tax by the amounts shown below. This analysis assumes that all other variables, in
particular foreign currency rates, remain constant.

Group Trust
100bps 100bps 100bps 100bps
increase decrease increase decrease
$’000 $’000 $’000 $’000

2022
Unhedged variable rate instruments (4,949) 4,949 (4,949) 4,949

2021
Unhedged variable rate instruments (4,958) 4,958 (5,703) 5,703

The analysis has been performed for floating interest rate over a year for financial instruments. The impact
of a change in interest rates on floating interest rate financial instruments has been assessed in terms of
changing of their cash flows and therefore in terms of the impact on net expenses. The hypothetical changes
in basis points are not based on observable market data (unobservable inputs).

144 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30G. Foreign currency risk

Analysis of amounts denominated in non-functional currencies:

Group
SGD USD Total
$’000 $’000 $’000

2022
Financial assets
Cash and cash equivalents 554 237 791
Trade and other receivables 35,505 – 35,505
36,059 237 36,296
Financial liabilities
Loans and borrowings – 567,359 567,359
Trade and other payables – 7,980 7,980
– 575,339 575,339

Net financial assets/(liabilities) 36,059 (575,102) (539,043)

Cross currency interest rate swaps – 588,126 588,126
Net currency exposure 36,059 13,024 49,083

2021
Financial assets
Cash and cash equivalents 554 20,831 21,385
Trade and other receivables 35,505 – 35,505
36,059 20,831 56,890
Financial liabilities
Loans and borrowings – 609,569 609,569
Trade and other payables – 8,777 8,777
– 618,346 618,346

Net financial assets/(liabilities) 36,059 (597,515) (561,456)

Cross currency interest rate swaps – 590,457 590,457
Net currency exposure 36,059 (7,058) 29,001

Lippo Malls Indonesia Retail Trust 145

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30G. Foreign currency risk (cont’d)

Analysis of amounts denominated in non-functional currencies: (cont’d)

Trust
IDR USD Total
$’000 $’000 $’000

2022
Financial assets
Cash and cash equivalents – 141 141
Trade and other receivables 76,927 – 76,927
76,927 141 77,068
Financial liabilities
Loans and borrowings 5,198 586,737 591,935
5,198 586,737 591,935

Net financial assets/(liabilities) 71,729 (586,596) (514,867)

Cross currency interest rate swaps – 588,126 588,126
Net currency exposure 71,729 1,530 73,259

2021
Financial assets
Trade and other receivables 172,306 – 172,306
172,306 – 172,306
Financial liabilities
Loans and borrowings 4,934 609,569 614,503
4,934 609,569 614,503

Net financial assets/(liabilities) 167,372 (609,569) (442,197)

Cross currency interest rate swaps – 590,457 590,457
Net currency exposure 167,372 (19,112) 148,260

There is exposure to foreign currency risk as part of its normal business. In particular, there is significant
exposure to:

– IDR currency risk arise from operations of the malls and retail spaces in Indonesia. In this respect,
currency option contracts are entered into to take into consideration of anticipated revenues in IDR
over operating expenses. Note 28B illustrates the foreign currency derivatives in place at end of the
reporting year; and

– USD currency risk arise as the Group issued US$250.0 million and US$200.0 million Guaranteed
Senior Notes whose functional currency is in SGD, have been substantially hedged using the cross
currency interest rate swap contracts that mature on the same dates that the senior notes are
due from repayment. Note 28C illustrates the cross currency swaps derivatives in place at end of
reporting year.

146 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30G. Foreign currency risk (cont’d)

The Group’s main foreign currency exposure is in SGD and USD. If the SGD and USD change against the
SGD by 10% (2021: 10%) with all other variables including tax being held constant, the effects on total
return for the year arising from the net financial asset/liability position will be as follows:

Group
2022 2021
$’000 $’000

A hypothetical 10% strengthening in exchange rate of functional currency

IDR against SGD with all other variables held constant would have an
adverse effect on total return before tax of: (3,606) (3,606)

A hypothetical 10% strengthening in exchange rate of functional currency

SGD against USD with all other variables held constant would have an
(adverse)/favourable effect on total return before tax of: (1,302) 706

Trust
2022 2021
$’000 $’000

A hypothetical 10% strengthening in exchange rate of functional currency

SGD against IDR with all other variables held constant would have an
adverse effect on total return before tax of: (7,173) (16,737)

A hypothetical 10% strengthening in exchange rate of functional currency

SGD against USD with all other variables held constant would have an
(adverse)/favourable effect on total return before tax of: (153) 1,911

The hypothetical changes in exchange rates are not based on observable market data (unobservable
inputs). The sensitivity analysis is disclosed for each currency to which the entity has significant exposure.

The above table shows sensitivity to a hypothetical 10% variation in the functional currency against the
relevant non-functional foreign currencies. The sensitivity rate used is the reasonably possible change in
foreign exchange rates. For similar rate weakening of the functional currency against the relevant foreign
currencies above, there would be comparable impacts in the opposite direction on the profit or loss.

In management’s opinion, the above sensitivity analysis is unrepresentative of the foreign currency risks as
the historical exposure does not reflect the exposure in future.

31. CAPITAL COMMITMENTS

At end of reporting year, the Group is committed to the purchase of plant and equipment and assets
enhancements in retail malls estimated to amount to $4,916,000 (2021: $4,913,000).

Lippo Malls Indonesia Retail Trust 147

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

32. OPERATING LEASE INCOME COMMITMENTS – AS LESSOR

At end of the reporting year, total future minimum lease receivables committed under non-cancellable
operating leases are as follows:

Group
2022 2021
$’000 $’000

Not later than one year 80,900 93,225

Between 1 and 2 years 58,616 65,123
Between 2 and 3 years 36,638 45,537
Between 3 and 4 years 23,548 27,394
Between 4 and 5 years 14,733 16,373
More than five years 8,588 22,568
223,023 270,220

Rental income for the year 119,206 101,740

The Trust has no operating lease payment commitments at end of the reporting year.

The Group has commercial property leases for retail malls and spaces. The lease rental income terms are
negotiated for an average term of five to ten years for anchor tenants and an average of three to five
years for specialty tenants. These leases are cancellable with conditions and rentals may be subject to an
escalation clause.

Upon completion of the acquisition of Lippo Mall Kuta, the Group entered into 3 master leases, pursuant
to which casual leasing, car park and certain specialty retail spaces were leased to the Vendor lessees for
guaranteed rental receivables, in accordance with the terms and conditions of the master leases. The
master leases were valid for a period of 5 years from 29 December 2016 to 28 December 2021.

Upon completion of the acquisition of Lippo Plaza Kendari, the Group entered into 2 master leases, pursuant
to which casual leasing and certain anchor and specialty retail spaces were leased to the Vendor lessees
for guaranteed rental receivables, in accordance with the terms and conditions of the master leases. The
master leases were valid for a period of 5 years from 21 June 2017 to 20 June 2022.

Upon completion of the acquisition of Lippo Plaza Jogja, the Group entered into 3 master leases, pursuant
to which casual leasing, car park and certain anchor and specialty retail spaces were leased to the Vendor
lessees for guaranteed rental receivables, in accordance with the terms and conditions of the master leases.
The master leases were valid for a period of 5 years from 22 December 2017 to 21 December 2022.

Upon completion of the acquisition of Lippo Mall Puri, the Group entered into NPI guarantee agreement.
The NPI guaranteed is provided from the date of acquisition to 31 December 2024.

148 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

33. OTHER MATTERS

Right of first refusal (“ROFR”)

On 14 August 2007, an agreement was entered into between the Trustee and the Sponsor pursuant to
which the Sponsor granted the Trust, for so long as: (a) LMIRT Management Ltd remains the Manager
of the Trust; and (b) the Sponsor and/or any of its related corporations, alone or in aggregate, remains a
controlling shareholder of the Manager; a ROFR over any retail properties located in Indonesia (each such
property to be known as a “Relevant Asset”): (i) which the Sponsor or any of its subsidiaries (each a “Sponsor
Entity”) proposes to sell or transfer (whether such Relevant Asset is wholly-owned or partly-owned by the
Sponsor Entity and excluding any sale of Relevant Asset by a Sponsor Entity to any related corporation of
such Sponsor Entity pursuant to a reconstruction, amalgamation, restructuring, merger or any analogous
event) to an unrelated third party; or (ii) for which a proposed offer for sale or transfer of such Relevant Asset
has been made to a Sponsor Entity.

34. CHANGES AND ADOPTION OF FINANCIAL REPORTING STANDARDS

For current reporting year, new or revised FRS were issued by the Singapore Accounting Standards Council.
Those applicable to the reporting entity are listed below. These applicable new or revised standards did
not require any significant modification of the measurement methods or the presentation in the financial
statements.

FRS No. Title

FRS 37 Onerous Contracts – Costs of Fulfilling a Contract – Amendments to

FRS 109 Financial Instruments – Fees in the “10 per cent” test for de-recognition of financial
liabilities (Annual Improvement Project)

Various Annual Improvements to FRS 2018 to 2020

Lippo Malls Indonesia Retail Trust 149

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

35. NEW OR AMENDED STANDARDS IN ISSUE BUT NOT YET EFFECTIVE

For future reporting years, certain new or revised FRS were issued and these will only be effective for future
reporting years. Those applicable to the reporting entity for future reporting years are listed below. The
transfer to the applicable new or revised standards from the effective dates is not expected to result in any
significant modification of the measurement methods or the presentation in the financial statements for
the following year from the known or reasonably estimable information relevant to assessing the possible
impact that application of the new or revised standards may have on the entity’s financial statements in
the period of initial application.

Effective date for

periods beginning
FRS No. Title on or after

FRS 1 Presentation of Financial Statements – Amendments 1 January 2024

relating to Classification of Liabilities as Current or
Non-current

FRS 1 Disclosure of Accounting Policies – Amendments to FRS 1 January 2023

1 and FRS Practice Statement 2 Making Materiality
Judgements

FRS 8 Amendments to FRS 8: Definition of Accounting 1 January 2023

Estimates

FRS 110 and FRS 28 Sale or Contribution of Assets between and Investor and Not fixed yet
its Associate or Joint Venture

36. EVENTS AFTER THE REPORTING PERIOD

On 20 March 2023, the Trust elected not to pay distributions for the $140.0 million perpetual securities. As
a result of this discretion, the dividend stopper provisions under the perpetual securities are applicable. No
declaration or payment of dividends, distributions or other payment is made on the Units or $120.0 million
perpetual securities, unless and until the certain conditions are made.

150 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

37. LISTING OF SUBSIDIARIES

All the subsidiaries are wholly owned. The subsidiaries held by the Trust and the Group are listed below:

Country of
Name of subsidiary incorporation Principal activities Cost
2022 2021
$’000 $’000

Held by the Trust

Gajah Mada Investments Pte Ltd Singapore Investment holding 76,173 76,173

Mal Lippo Investments Pte Ltd Singapore Investment holding 43,525 48,847

Cibubur Holdings Pte Ltd Singapore Investment holding 50,079 50,079

Tangent Investments Pte Ltd Singapore Investment holding 76,238 76,238

Magnus Investments Pte Ltd Singapore Investment holding 97,476 97,476

Elok Holdings Pte Ltd Singapore Investment holding 48,233 48,233

PS International Holdings Pte Ltd Singapore Investment holding 126,185 126,185

Great Properties Pte Ltd Singapore Investment holding 59,360 59,360

Grace Capital Pte Ltd Singapore Investment holding 34,278 34,278

Realty Overseas Pte Ltd Singapore Investment holding 23,726 23,726

Java Properties Pte Ltd Singapore Investment holding 16,809 17,402

Serpong Properties Pte Ltd Singapore Investment holding 13,601 13,763

Metropolis Properties Pte Ltd Singapore Investment holding 26,217 26,217

Matos Properties Pte Ltd Singapore Investment holding 19,554 19,554

Detos Properties Pte Ltd Singapore Investment holding 20,593 20,593

Palladium Properties Pte Ltd Singapore Investment holding 43,569 43,569

Madiun Properties Pte Ltd Singapore Investment holding 22,348 22,357

GMP International Holdings Pte Ltd Singapore Investment holding 765 765

MLC Holdings Pte Ltd Singapore Investment holding 765 765

Lippo Malls Indonesia Retail Trust 151

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

37. LISTING OF SUBSIDIARIES (CONT’D)

Country of
Name of subsidiary incorporation Principal activities Cost
2022 2021
$’000 $’000

Held by the Trust (cont’d)

CJ Retail Investments Pte Ltd Singapore Investment holding 89 89

Maxia Investments Pte Ltd Singapore Investment holding 535 535

Fenton Investments Pte Ltd Singapore Investment holding 1,256 1,256

EP International Investments Pte Ltd Singapore Investment holding 60 60

Plaza Semanggi Investments Pte Ltd Singapore Investment holding 161 161

PV International Holdings Pte Ltd Singapore Investment holding 174,006 174,006

Pluit Village Investments Pte Ltd Singapore Investment holding 29,189 29,189

PMF Holdings Pte Ltd Singapore Investment holding 28,299 33,607

Plaza Medan Investments Pte Ltd Singapore Investment holding 1* 1*

PSX Holdings Pte Ltd Singapore Investment holding 9,218 9,218

Palembang Square Holdings Pte Ltd Singapore Investment holding 50,187 50,187

Taminis Holdings Pte Ltd Singapore Investment holding 19,333 19,333

Kramati Holdings Pte Ltd Singapore Investment holding 34,413 34,413

Binjaimall Holdings Pte Ltd Singapore Investment holding 323,191 329,533

Pejaten Holdings Pte Ltd Singapore Investment holding 87,008 108,251

Super Binjai Investment Pte Ltd Singapore Investment holding 19,012 19,012

Pejatenmall Investment Pte Ltd Singapore Investment holding 2,151 2,151

Kramat Jati Investment Pte Ltd Singapore Investment holding 1* 1*

Tamini Square Investment Pte Ltd Singapore Investment holding 1* 1*

152 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

37. LISTING OF SUBSIDIARIES (CONT’D)

Country of
Name of subsidiary incorporation Principal activities Cost
2022 2021
$’000 $’000

Held by the Trust (cont’d)

Palem Square Investment Pte Ltd Singapore Investment holding 1* 1*

PSEXT Investment Pte Ltd Singapore Investment holding 1* 1*

LMIRT Capital Pte Ltd Singapore Provision of treasury 1* 1*

services

KMT 1 Holdings Pte Ltd Singapore Investment holding 297,666 297,666

KMT 2 Investment Pte Ltd Singapore Investment holding 16,104 16,104

Picon1 Holdings Pte Ltd Singapore Investment holding 73,643 75,527

Picon2 Investments Pte Ltd Singapore Investment holding 5,668 16,475

Kuta1 Holdings Pte Ltd Singapore Investment holding 83,116 83,116

Kuta2 Investments Pte Ltd Singapore Investment holding 4,320 4,320

Icon2 Investments Pte Ltd Singapore Investment holding 47,280 50,881

PT Graha Baru Raya Indonesia Owner of Gajah Mada 805 805

Plaza

PT Graha Nusa Raya Indonesia Owner of Mal Lippo 805 805

Cikarang

PT Cibubur Utama Indonesia Owner of Cibubur 1,772 1,772

Junction

PT Megah Semesta Abadi Indonesia Owner of Bandung 10,692 10,692

Indah Plaza

PT Suryana Istana Pasundan Indonesia Owner of Istana Plaza 25,112 25,112

PT Indah Pesona Bogor Indonesia Owner of Lippo Plaza 1,208 1,208

Ekalokasari Bogor

Lippo Malls Indonesia Retail Trust 153

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

37. LISTING OF SUBSIDIARIES (CONT’D)

Country of
Name of subsidiary incorporation Principal activities Cost
2022 2021
$’000 $’000

Held by the Trust (cont’d)

PT Primatama Nusa Indah Indonesia Owner of The Plaza 3,222 3,222

Semanggi

PT Manunggal Wiratama Indonesia Owner of Sun Plaza 10,476 10,476

PT Duta Wisata Loka Indonesia Owner of Pluit Village 30,031 30,031

PT Anugrah Prima Indonesia Owner of Plaza Medan 14,630 14,630

Fair

PT Amanda Cipta Utama Indonesia Owner of Binjai 6,270 6,270

Supermall

PT Panca Permata Pejaten Indonesia Owner of Pejaten 24,532 24,532

Village and Kediri Town
Square

PT Benteng Teguh Perkasa Indonesia Owner of Lippo Plaza 10,263 10,263

Kramat Jati

PT Cahaya Megah Nusantara Indonesia Owner of Tamini 2,566 2,566

Square

PT Jaya Integritas Indonesia Owner of Palembang 2,566 2,566

Square

PT Palembang Paragon Mall Indonesia Owner of Palembang 4,362 4,362

Square Extension

PT Cahaya Bimasakti Nusantara Indonesia Owner of Palembang 2,566 2,566

Square Extension

PT Dinamika Serpong Indonesia Owner of Mall WTC 805 805

Matahari Units

154 Annual Report 2022

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

37. LISTING OF SUBSIDIARIES (CONT’D)

Country of
Name of subsidiary incorporation Principal activities Cost
2022 2021
$’000 $’000

Held by the Trust (cont’d)

PT Gema Metropolis Modern Indonesia Owner of Metropolis 805 805

Town Square Units

PT Matos Surya Perkasa Indonesia Owner of Malang Town 805 805

Square Units

PT Megah Detos Utama Indonesia Owner of Depok Town 805 805

Square Units

PT Palladium Megah Lestari Indonesia Owner of Grand 5,364 5,364

Palladium Units and
Lippo Plaza Batu

PT Madiun Ritelindo Indonesia Owner of Plaza Madiun 805 805

Units

PT Java Mega Jaya Indonesia Owner of Java 805 805

Supermall Units

PT Kemang Mall Terpadu Indonesia Owner of Lippo Mall 64,417 64,417

Kemang

PT Griya Inti Sejahtera Insani Indonesia Owner of Palembang 5,223 5,223

Icon

PT Rekreasi Pantai Terpadu Indonesia Owner of Lippo Mall 17,280 17,280

Kuta

PT Mitra Anda Sukses Bersama Indonesia Owner of Lippo Plaza 1,115 1,115
Kendari

PT Puri Bintang Terang Indonesia Owner of Lippo Mall 76,049 76,049

Puri

Lippo Malls Indonesia Retail Trust 155

Notes to the
Financial Statements (cont’d)
YEAR ENDED 31 DECEMBER 2022

37. LISTING OF SUBSIDIARIES (CONT’D)

Country of
Name of subsidiary incorporation Principal activities Cost
2022 2021
$’000 $’000

Joint operations held by subsidiary,

Icon2 Investments Pte Ltd

PT Yogya Central Terpadu Indonesia Owner of Lippo Plaza 14,250 14,250

Jogja and Siloam
Hospital Yogyakarta

* Amount less than $1,000.

The subsidiaries incorporated in Indonesia are audited by RSM Amir Abadi Jusuf, Aryanto, Mawar & Rekan,
a member firm of RSM International of which RSM Chio Lim LLP in Singapore is a member.

The subsidiaries incorporated in Singapore are audited by RSM Chio Lim LLP in Singapore.

The investments include investments in redeemable preference shares that are redeemable at the option
of the subsidiaries.

156 Annual Report 2022

Interested
Person Transactions
YEAR ENDED 31 DECEMBER 2022

The transactions entered into with interested persons during the financial year, which fall under the SGX-ST’s
Listing Manual and the Code on Collective Investment Schemes, are as follows:

Aggregate value of
all interested person
transactions during Aggregate value of
FY 2022 under review all interested person
(excluding transactions transactions conducted
less than S$100,000 under unitholders’
and transactions mandate pursuant to
conducted under Rule 920 (excluding
unitholders’ mandate transactions less
Nature of pursuant to Rule 920) than S$100,000)(1)
Name of Interested Person relationship S$’000 S$’000

PT Lippo Karawaci Tbk and its Controlling

subsidiaries or associates shareholder of
– Manager’s management the Manager
fees expense and controlling 10,179 –
– Property management Unitholder, and
fees expense its subsidiaries 6,964 –
– Rental revenue and and associates
service charge 17,013 –
– Services 9,683 –

Perpetual (Asia) Limited

– Trustee’s fees Trustee 473 –
(1)
LMIR Trust has not sought any general mandate from its Unitholders for interested person transactions pursuant to Rule 920 of the Listing Manual.

Saved as disclosed above, there were no additional interested person transactions (excluding transactions less
than S$100,000 each) entered into during the financial year under review or any material contracts entered into
by LMIR Trust that involved the interests of the Chief Executive Officer, any Director or controlling Unitholder of
LMIR Trust.

Fees payable to the Manager in accordance with the terms and conditions of the Trust Deed dated 8 August
2007 are not subject to Rule 905 and 906 of the SGX-ST’s Listing Manual. Accordingly, such fees are not subject
to aggregation and other requirements under Rules 905 and 906 of the SGX-ST’s Listing Manual.

SUBSCRIPTIONS OF LMIR TRUST

For the financial year ended 31 December 2022, the issued and subscribed units as at 31 December 2022 is an
aggregate of 7,696,809,979 units.

Lippo Malls Indonesia Retail Trust 157

Statistics of
Unitholdings
AS AT 9 MARCH 2023

DISTRIBUTION OF UNITHOLDINGS

SIZE OF UNITHOLDINGS UNITHOLDERS % NO. OF UNITS %

1 – 99 39 0.37 598 0.00

100 – 1,000 355 3.34 246,600 0.00
1,001 – 10,000 2,530 23.82 16,380,210 0.21
10,001 – 1,000,000 7,480 70.43 846,303,082 11.00
1,000,001 AND ABOVE 216 2.04 6,833,879,489 88.79
TOTAL 10,620 100.00 7,696,809,979 100.00

TWENTY LARGEST UNITHOLDERS

NO. NAME NO. OF UNITS %

1 CGS-CIMB SECURITIES (SINGAPORE) PTE. LTD. 3,629,992,882 47.16

2 CITIBANK NOMINEES SINGAPORE PTE LTD 1,307,268,655 16.98
3 DBS NOMINEES (PRIVATE) LIMITED 269,630,461 3.50
4 DB NOMINEES (SINGAPORE) PTE LTD 252,560,600 3.28
5 RAFFLES NOMINEES (PTE.) LIMITED 151,789,073 1.97
6 PHILLIP SECURITIES PTE LTD 99,034,136 1.29
7 HSBC (SINGAPORE) NOMINEES PTE LTD 72,230,708 0.94
8 OCBC SECURITIES PRIVATE LIMITED 65,787,820 0.85
9 UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED 57,044,511 0.74
10 MAYBANK SECURITIES PTE. LTD. 52,149,153 0.68
11 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 51,418,441 0.67
12 OCBC NOMINEES SINGAPORE PRIVATE LIMITED 50,534,423 0.66
13 LMIRT MANAGEMENT LTD 48,075,671 0.62
14 IFAST FINANCIAL PTE. LTD. 40,119,240 0.52
15 KO OON JOO 30,452,100 0.40
16 NG HWEE KOON 27,379,900 0.36
17 TJANDRA TJAKRAWINATA @ CHOW CHARLES 19,229,600 0.25
18 ABN AMRO CLEARING BANK N.V. 18,529,880 0.24
19 HENG SIEW ENG 16,587,800 0.22
20 SNG KAY BOON TERENCE 15,765,200 0.20
TOTAL 6,275,580,254 81.53

158 Annual Report 2022

Statistics of
Unitholdings
AS AT 9 MARCH 2023

SUBSTANTIAL UNITHOLDERS
(As recorded in the Register of Substantial Unitholders’ Unitholdings as at 9 March 2023)

No. of Units No. of Units

Direct Interest Deemed Interest

1. Bridgewater International Ltd(“BIL”)1 3,604,065,562 –

2. PT. Sentra Dwimandiri (“SD”)1 – 3,604,065,562
3. PT. Lippo Karawaci Tbk (“Sponsor”)1 – 3,652,141,233
4. PT Inti Anugerah Pratama (“IAP”)2 – 3,652,141,233
5. PT Triyaja Utama Mandiri (“TUM”)3 – 3,652,141,233
6. James Tjahaja Riady (“JTR”)4 – 3,652,141,233
7. Fullerton Capital Limited (“Fullerton”)5 – 3,652,141,233
8. Sinovex Limited (“Sinovex”)6 – 3,652,141,233
9. Dr Stephen Riady (“SR”)7 – 3,652,141,233
10. Tokyo Century Corporation (“TCC”)8 874,912,770 –
11. ITOCHU Corporation8 – 874,912,770
Notes:
1
BIL is directly held by SD and PT Prudential Development (“PD”) in the proportion of 99.99% and 0.01% respectively. SD is therefore deemed
to be interested in the units held by BIL. LMIRT Management Ltd., the Manager of Lippo Malls Indonesia Retail Trust (the “Manager”) is
directly held by Peninsula Investment Limited (“PIL”), which in turn is directly held by Jesselton Investment Limited (“Jesselton”). The Sponsor
continues to hold 100% of SD, PD, Lippo Karawaci Corporation Pte Ltd and Jesselton. The Sponsor is therefore deemed to be interested in the
units held by BIL and the Manager.
2
IAP holds more than 50% interest in the Sponsor and is therefore deemed to be interested in Sponsor’s deemed interest in 3,652,141,233 Units
comprising of 48,075,671 units held by the Manager and 3,604,065,562 units held by BIL.
3
TUM holds 60% interest in IAP which is the intermediate holding company of the Manager. Accordingly, TUM has a deemed interest in
48,075,671 units held by the Manager. In addition, TUM is the intermediate holding company of BIL and is therefore deemed to be interested
in the 3,604,065,562 units held by BIL.
4
JTR effectively holds 100% interest in TUM and is therefore deemed to be interested in TUM’s deemed interest.
5
Fullerton holds 40% interest in IAP and is therefore deemed to be interested in IAP’s deemed interest of 3,652,141,233 Units.
6
Sinovex is the holding company of Fullerton and is therefore deemed to be interested in Fullerton’s deemed interest of 3,652,141,233 Units.
7
SR holds the entire share capital of Sinovex which is the holding company of Fullerton. Fullerton holds 40% of the shares in IAP which is the
intermediate holding company of the Manager and BIL. Therefore, he is deemed to be interested in 3,652,141,233 Units comprising of
48,075,671 units held by the Manager and 3,604,065,562 units held by BIL.
8
ITOCHU Corporation has a shareholding ratio of approximately 30.07% in TCC and is therefore deemed to be interested in the 874,912,770 units
held by TCC.

MANAGER’S DIRECTORS’ UNITHOLDINGS

(As recorded in the Register of Directors’ Unitholdings as at 21 January 2023)

No. of Units No. of Units

Direct Interest Deemed Interest

1. Mark Leong Kei Wei 150,000 150,000(1)

Notes:
1
Mr Mark Leong Kei Wei is deemed to be interested in 150,000 Units held by his spouse.

FREE FLOAT

Based on the information made available to the Manager as at 9 March 2023, approximately 41.18% of the Units
in LMIR Trust are held in the hands of the public. Accordingly, Rule 723 of the Listing Manual of the SGX-ST has
been complied with.

TREASURY UNITS AND SUBSIDIARY HOLDINGS

As at 9 March 2023, LMIR Trust does not hold any treasury units and there is no subsidiary holdings.

Lippo Malls Indonesia Retail Trust 159

Notice of Annual General Meeting
of the Unitholders

LIPPO MALLS INDONESIA RETAIL TRUST

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

NOTICE IS HEREBY GIVEN that the Fourteenth 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
convened and held by way of electronic means on Tuesday, 25 April 2023 at 10:00 a.m. (Singapore Time) 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
2022 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:

(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);

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(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
which are outstanding or subsisting at the time of the passing of this Resolution;

(b) new Units arising from exercising unit options or vesting of unit awards outstanding and
subsisting at the time of the passing of this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of Units;

(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)

4. To transact any other business as may properly be transacted at an AGM.

By Order of the Board

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

Eunice Hooi Lai Fann

Company Secretary

Singapore
3 April 2023

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of the Unitholders (cont’d)

EXPLANATORY NOTE:

1. Ordinary Resolution 3

The Ordinary Resolution 3 in item 3 above, 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 new Units arising from the conversion or exercise of any
Instruments, the exercise of unit options or the vesting of unit awards outstanding or subsisting at the time
when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Units.

IMPORTANT NOTICE:

1. The AGM is being convened, and will be held wholly by electronic means pursuant to the COVID-19
(Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies,
Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (as amended) on Tuesday, 25 April 2023
at 10:00 a.m. (Singapore Time). Any reference to a time of day is made by reference to Singapore time.

Printed copies of this Notice will not be sent to Unitholders. Instead, this Notice will be
sent to Unitholders by electronic means via publication on LMIR Trust’s website at the URL
https://www.lmir-trust.com/ir_agm2023.html. This Notice will also be made available on the SGX website at
the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20
RETAIL%20TRUST&type=securityname.

2. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements
by which the meeting can be electronically accessed via “live” audio-visual webcast or “live” audio-only
stream), submission of questions to the Chairman of the AGM in advance of, or live at, the AGM, addressing
of substantial and relevant questions in advance of, or live at, the AGM and voting at the AGM (i) live by the
Unitholder or his/her/its duly appointed proxy(ies) (other than the Chairman of the AGM) via electronic means;
or (ii) by appointing the Chairman of the AGM as proxy to vote on the Unitholders’ behalf at the AGM, are set
out in LMIR Trust’s accompanying announcement dated 3 April 2023. This announcement may be accessed at
LMIR Trust’s website at the URL https://www.lmir-trust.com/ir_agm2023.html and will also be made available
on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20
MALLS%20INDO%20RETAIL%20TRUST&type=securityname.

3. Pre-registration

Unitholders, including CPF and SRS investors, will be able to observe and/or listen to the AGM proceedings
through a “live” audio-visual webcast or “live” audio-only stream. In order to do so, Unitholders, including
CPF and SRS investors, must pre-register by 10:00 a.m. (Singapore Time) on Saturday, 22 April 2023, at
the URL https://www.lmir-trust.com/ir_agm2023.html to enable the Manager to verify his/her/its status as
Unitholders.

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Following the verification, authenticated Unitholders, including CPF and SRS investors, or, where applicable,
their duly appointed proxy(ies) or corporate representative(s) who have (or have been) pre-registered, will
receive an email which will contain unique login credentials and the instructions on how to access the “live”
audio-visual webcast and a toll-free telephone number to access the “live” audio-only stream of the proceedings
of the AGM by 10:00 a.m. (Singapore Time) on 24 April 2023 (the “Confirmation Email”).

Unitholders, including CPF and SRS investors, who do not receive the Confirmation Email by 10:00 a.m.
(Singapore Time) on Monday, 24 April 2023, but who have registered by 10:00 a.m. (Singapore Time) on
Saturday, 22 April 2023, should contact LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services
Pte. Ltd. at +65 6536 5355 from 10:00 a.m. to 4:00 p.m. (Singapore Time) on Monday, 24 April 2023.

4. Question and answer and AGM minutes

Unitholders, including CPF and SRS investors, or, where applicable, their appointed proxy(ies) or corporate
representative(s), can submit questions in advance of, or live at, the AGM.

Submission of questions in advance of the AGM

Unitholders, including CPF and SRS investors, may submit substantial and relevant questions related to the
resolutions to be tabled for approval at the AGM in advance of the AGM. Such questions must be received
by the Manager no later than 5:00 p.m. (Singapore Time) on 14 April 2023 and can be submitted in the
following manner:

(a) if submitted electronically:

(i) via the pre-registration website at the URL https://www.lmir-trust.com/ir_agm2023.html; or

(ii) via email by completing the Submission of Questions Form provided by the Manager on
LMIR Trust’s website at the URL https://www.lmir-trust.com/ir_agm2023.html and on the SGX
website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20
MALLS%20INDO%20RETAIL%20TRUST&type=securityname and sending the same
to LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at
[email protected].

(b) in hard copy by completing the Submission of Questions Form provided by the Manager on
LMIR Trust’s website at the URL https://www.lmir-trust.com/ir_agm2023.html and on the SGX website
at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20
INDO%20RETAIL%20TRUST&type=securityname and sending the same by post to the office of
LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront
Avenue, #14-07 Keppel Bay Tower, Singapore 098632.

The Manager will endeavour to publish the responses to all substantial and relevant questions (which are relevant to
the resolutions to be tabled for approval at the AGM) received from Unitholders by 5:00 p.m. (Singapore Time) on
14 April 2023 on LMIR Trust’s website at the URL https://www.lmir-trust.com/ir_agm2023.html, and will also be made
available on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20
MALLS%20INDO%20RETAIL%20TRUST&type=securityname before trading commence on 19 April 2023. The
Manager will also address any substantial and relevant questions which have been received after the deadline on
5:00 p.m. (Singapore Time) on 14 April 2023 and have not already been addressed prior to the AGM during the AGM
through the “live” audio-visual webcast or “live” audio-only stream of the AGM proceedings. Where substantially
similar questions are received, the Manager will consolidate such questions and consequently, not all questions
may be individually addressed.

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Ask questions at the AGM

At the AGM, Unitholders, including CPF and SRS investors, or, where applicable, their appointed proxy(ies) or
corporate representative(s) can also ask substantial and relevant questions related to the resolutions to be
tabled for approval at the AGM by typing in and submitting their questions through the live chat function
via the audio-visual webcast platform. To do so, Unitholders, including CPF and SRS investors, or, where
applicable, their appointed proxy(ies) or corporate representative(s), must be pre-registered and authenticated.

The Chairman of the AGM will conduct the proceedings of the AGM and, together with the directors and
senior management of the Manager, will endeavour to address the substantial and relevant questions
raised during the AGM which are related to the resolutions to be tabled for approval at the AGM.

The Manager will publish the minutes of the AGM which will include the responses to the substantial
and relevant questions which are addressed during the AGM on LMIR Trust’s website at the URL
https://www.lmir-trust.com/ir_agm2023.html, and will also be made available on the SGX website at the
URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20
RETAIL%20TRUST&type=securityname within one month from the date of the AGM.

5. Vote, or appoint proxy(ies) to vote, at the AGM

Unitholders, including CPF and SRS investors, or, where applicable, their appointed proxy(ies) or corporate
representative(s) who have (or have been) pre-registered, will be required to log-in to the live webcast using
the unique login credentials provided in the Confirmation Email.

Unitholders, including CPF and SRS investors, or, where applicable, their appointed proxy(ies) or corporate
representative(s) who have (or have been) pre-registered must access the AGM proceedings via the live
audio-visual webcast in order to vote live at the AGM, and will not be able to do so via the audio-only stream
of the AGM proceedings.

A Unitholder who wishes to exercise his/her/its voting rights at the AGM may:

(a) vote live at the AGM;

(b) appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM; or

(c) appoint a proxy(ies) to vote at the AGM on their behalf at the AGM.

Appointment of proxy(ies) or corporate representative(s)

Unitholders (whether individual or corporate) who wish to appoint a proxy(ies), including the Chairman of
the AGM, must submit an instrument of proxy (“Proxy Form”) by post or via the manner stated below.

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 representative 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 (the
“Requisite Document”), 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.

A Unitholder who is not a relevant intermediary (as defined below) is entitled to appoint not more than two proxies
to attend, speak and vote at the AGM. Where such Unitholder appoints more than one proxy, the proportion
of his/her/its unitholding concerned to be represented by each proxy must be specified in the Proxy Form.

A Unitholder who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak
and vote at the AGM, 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 two proxies, the number and
class of Units held in relation to which each proxy has been appointed must be specified in the Proxy Form.

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“relevant intermediary” means:

(i) a banking corporation licensed under the Banking Act 1970 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;

(ii) a person holding a capital markets services licence to provide custodial services for securities under
the Securities and Futures Act 2001 of Singapore, and who holds Units in that capacity; or

(iii) the Central Provident Fund Board (“CPF Board”) established by the Central Provident Fund Act 1953
of Singapore, in respect of Units purchased under the subsidiary legislation made under the Central
Provident Fund Act 1953 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.

Printed copies of the Proxy Form will not be sent to Unitholders. Instead, the Proxy Form may be accessed at
LMIR Trust’s website at the URL https://www.lmir-trust.com/ir_agm2023.html, and will also be made available
on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20
MALLS%20INDO%20RETAIL%20TRUST&type=securityname.

A Unitholder who wishes to submit a Proxy Form or Requisite Document, whichever is applicable, must do
so in the following manner:

(a) if submitted by post, by lodging it at the office of LMIR Trust’s Unit Registrar, Boardroom Corporate &
Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632;

(b) if submitted electronically via email, by attaching and sending a clear PDF copy of it to LMIR Trust’s Unit
Registrar, Boardroom Corporate Advisory Services Pte. Ltd., at [email protected];
or

(c) if submitted electronically via LMIR Trust’s pre-registration website, by attaching and uploading the executed
PDF copy of it onto LMIR Trust’s pre-registration website at https://www.lmir-trust.com/ir_agm2023.html,

in each case, by 10:00 a.m. (Singapore Time) on Saturday, 22 April 2023, being 72 hours before the time
fixed for the AGM.

A Unitholder who wishes to submit the Proxy Form must first download, complete and sign the Proxy
Form, before submitting it by post to the address provided above, or before scanning and sending it by
email to the email address provided above.

The Proxy Form must be signed by the appointer or his attorney duly authorised in writing. Where the Proxy
Form is executed by a corporation, it must be either under its common seal or signed on its behalf by a duly
authorised officer or attorney. Where the Proxy Form is executed by an attorney on behalf of the appointor,
the letter or power of attorney or a notarially certified copy thereof must be lodged with the Proxy Form,
failing which the Proxy Form may be treated as invalid.

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The Manager shall have the right to reject any 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 (a) may reject any Proxy Form if the Unitholder, being the appointor, is not shown to have
Units entered against his or her name in the Depository Register as at 72 hours before the time appointed
for holding the AGM, as certified by CDP to the Manager; and (b) shall be entitled and bound to accept as
accurate the number of Units entered against the name of that Unitholder as shown in the Depository
Register as at a time not earlier that 72 hours prior to the time of the AGM, supplied by CDP to the Trustee
and to accept as the maximum number of votes which in aggregate that Unitholder and his proxy are
able to cast on poll a number which is the number of Units entered against the name of that Unitholder
as shown in the Depository Register, whether that number is greater or smaller than that specified by the
Unitholder or in the Proxy Form.

6. Persons who hold Units through relevant intermediaries (other than CPF and SRS investors)

Unitholders who hold their Units through a relevant intermediary, other than CPF and SRS investors, and
who wish to participate in the AGM by (a) observing and/or listening to the AGM proceedings through
“live” audio-visual webcast or “live” audio-only stream; (b) submitting questions in advance of, or live at, the
AGM; and/or (c) voting at the AGM (i) live via electronic means by being appointed as proxy by their relevant
intermediary; or (ii) by appointing the Chairman of the AGM as proxy to vote on their behalf at the AGM,
should approach their respective relevant intermediaries through which they hold such Units as soon as
possible in order to make the necessary arrangements for them to participate in the AGM.

7. CPF and SRS investors

CPF and SRS investors may (a) vote live via electronic means at the AGM if they are appointed as proxies
by their respective CPF Agent Banks or SRS Operators, and should contact their respective CPF Agent
Banks or SRS Operators if they have any queries regarding their appointment as proxies; or (b) appoint
the Chairman of the AGM as proxy to vote on their behalf at the AGM, in which case they should approach
their respective CPF Agent Banks or SRS Operators by 5:00 p.m. (Singapore Time) on 13 April 2023,
being at least seven (7) working days before the date of the AGM, to ensure their votes are submitted. For
the avoidance of doubt, while CPF and SRS investors may themselves be appointed as proxies by their
respective CPF Agent Bank and SRS Operator, CPF and SRS investors will not be able to appoint third-party
proxy(ies) (i.e., persons other than the Chairman of the AGM) to vote live at the AGM on their behalf.

8. Other information

(a) A proxy need not be a Unitholder;

(b) The Chairman of the AGM, as proxy, need not be a Unitholder;

(c) The FY2022 Annual Report and the related AGM documents (including this Notice of AGM, the
Proxy Form and the Submission of Questions Form) have been uploaded on the SGX website on
3 April 2023 at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20
MALLS%20INDO%20RETAIL%20TRUST&type=securityname and may be accessed at LMIR Trust’s
website at the URL https://www.lmir-trust.com/ir_agm2023.html;

(d) Unitholders are strongly encouraged to submit completed Proxy Forms or Requisite Documents
electronically; and

(e) The Manager may be required to change the arrangements for the AGM at short notice. Unitholders
should check LMIR Trust’s website at the URL https://www.lmir-trust.com/ir_agm2023.html for the
latest updates on the status of the AGM.

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PERSONAL DATA PRIVACY:

By (a) submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the
AGM and/or any adjournment thereof, (b) submitting the pre-registration for the AGM in accordance with this
Notice of AGM; and/or (c) submitting any question in advance of, or at, the AGM to the Chairman of the Meeting
in accordance with the Notice of AGM, a Unitholder:

(i) consents to the collection, use and disclosure of the Unitholder’s personal data by LMIR Trust, the Manager
and the Trustee (and their respective agents or service providers) for the following purposes:

(1) the processing, administration and analysis by LMIR Trust, the Manager and the Trustee (and their
respective agents or service providers) of instruments appointing a proxy(ies) and/or representative(s)
for the AGM (including any adjournment thereof);

(2) the processing of the pre-registration for purposes of verifying the status of Unitholders, granting
access to Unitholders (or their appointed proxy(ies)) to the AGM and providing them with any
technical assistance where necessary;

(3) the addressing of relevant and substantial questions received from Unitholders in advance of the
AGM and, if necessary, the following up with the relevant Unitholders in relation to such questions;

(4) the preparation and compilation of the attendance lists, proxy lists, minutes and other documents
relating to the AGM (including any adjournment thereof); and

(5) in order for LMIR Trust, the Manager and the Trustee (and their respective agents or service providers)
to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines,

(collective, “Purposes”);

(ii) warrants that where the Unitholder discloses the personal data of the Unitholder’s proxy(ies) to LMIR Trust,
the Manager and the Trustee (and their respective agents or service providers), the Unitholder has obtained
the prior consent of such proxy(ies) for the collection, use and disclosure by LMIR Trust, the Manager and
the Trustee (and their agents or service providers) of the personal data of such proxy(ies) for the Purposes;

(iii) agrees to provide LMIR Trust, the Manager and the Trustee with written evidence of such prior consent upon
reasonable request: and

(iv) agrees that the Unitholder will indemnify LMIR Trust, the Manager and the Trustee in respect of any penalties,
liabilities, claims, demands, losses and damages as a result of the Unitholder’s breach of warranty.

Lippo Malls Indonesia Retail Trust 167

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Proxy Form
Note
This proxy form has been made available on SGX website at the URL https://
www.sgx.com/securities/company-announcements?value=LIPPO%20
MALLS%20INDO%20RETAIL%20TRUST&type=securityname and may be
Annual General Meeting accessed at Lippo Malls Indonesia Retail Trust’s (“LMIR Trust”) website at the
URL https://www.lmir-trust.com/ir_agm2023.html. A printed copy of this proxy
form will not be despatched to unitholders of LMIR Trust (“Unitholders”).
LIPPO MALLS INDONESIA RETAIL TRUST Personal Data Privacy
(Constituted in the Republic of Singapore pursuant By submitting an instrument appointing proxy (ies), including the Chairman
to a trust deed dated 8 August 2007 (as amended)) of the AGM, Unitholders accepts and agrees to the personal data privacy
terms set out in the Notice of AGM dated 3 April 2023 (the “Notice of AGM”).

IMPORTANT:
1. The Annual General Meeting (“AGM”) is being convened, and will be held wholly by electronic means pursuant to the COVID-19 (Temporary Measures)
(Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020
(as amended) on Tuesday, 25 April 2023 at 10.00 a.m. (Singapore Time). Printed copies of the Notice of AGM will not be sent to Unitholders. Instead,
the Notice of AGM will be sent to Unitholders by electronic means via publication on Lippo Malls Indonesia Retail Trust (“LMIR Trust”) website at the
URL https://www.lmir-trust.com/ir_agm2023.html. The Notice of AGM will also be made available on the SGX website at the URL https://www.sgx.com/
securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname.
2. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically
accessed via “live” audio-visual webcast or “live” audio only stream), submission of questions to the Chairman of the AGM in advance of, or live at, the
AGM, addressing of substantial and relevant questions in advance of, or live at, the AGM and at the AGM (i) live by the Unitholder or his/her/its duly
appointed proxy(ies) (other than the Chairman of the AGM) via electronic means; or (ii) by appointing the Chairman of the AGM as proxy to vote on
the Unitholders’ behalf at the AGM, are set out in the accompanying LMIR Trust’s announcement dated 3 April 2023. This announcement may be
accessed at LMIR Trust’s website at the URL https://www.lmir-trust.com/ir_agm2023.html, and will also be made available on the SGX website at the
URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname.
3. This Proxy Form is for use by Unitholders who wish to appoint a proxy(ies) for the AGM. Please read the notes overleaf which contain instructions on,
inter alia, the appointment of proxy(ies).
4. This Proxy Form is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by investors holding Units through a
relevant intermediary and CPF and SRS investors who hold Units through CPF Agent Banks or SRS Operators. Unitholders holding Units through relevant
intermediaries who wish to participate in the AGM should contact their respective relevant intermediary (as defined herein) as soon as possible in order
for the necessary arrangements to be made for their participation at the AGM. CPF and SRS investors may (a) vote at the AGM if they are appointed as
proxy by their respective CPF Agent Banks or SRS Operators, and should contact their respective CPF Agent Bank or SRS Operator as soon as practicable
if they have any queries regarding their appointment as proxies; or (b) appoint the Chairman of the AGM as proxy and in this respect, they should specify
their voting instructions to their respective CPF Agent Bank or SRS Operator and approach their respective CPF Agent Bank or SRS Operator by 5:00 p.m.
(Singapore Time) on 13 April 2023, being at least seven (7) working days before the date of the AGM, to ensure their votes are submitted.

I/We (Name) (NRIC/Passport/Company

Registration Number) of (Address)
being a *unitholder/unitholders of LMIR Trust, hereby appoint the following person(s):

Name: NRIC/Passport No.: Proportion of Unitholdings

No. of Units %
Email Address:

*and/or
Name: NRIC/Passport No.: Proportion of Unitholdings
No. of Units %
Email Address:

or, both of whom failing, the Chairman of the AGM, as *my/our *proxy/proxies to attend, speak and vote for *me/
us on *my/our behalf at the AGM of LMIR Trust to be convened and held wholly by electronic means on Tuesday,
25 April 2023 at 10.00 a.m. (Singapore Time) and at any adjournment thereof.
*I/We direct *my/our *proxy/proxies to vote for or against, or to abstain from voting on, the resolutions to be proposed at the
AGM as indicated hereunder. If no specific direction as to voting is given, or in the event of any other matter arising at the
AGM and at any adjournment thereof, *my/our *proxy/proxies, will vote or abstain from voting at *his/her/their discretion.
No. Resolutions relating to: ‘For’** ‘Against’** ‘Abstain’**
Ordinary Business
1 To receive and adopt the Report of the Trustee, the Statement by the Manager,
the Audited Financial Statements of LMIR Trust for the financial year ended
31 December 2022 and the Auditors’ Report thereon (Ordinary Resolution)
2 To re-appoint RSM Chio Lim LLP as Auditors of LMIR Trust and authorise the
Manager to fix the Auditors’ remuneration (Ordinary Resolution)
Special Business
3 To authorise the Manager to issue new Units and to make or grant convertible
instruments (Ordinary Resolution)
* Delete where applicable
** Voting will be conducted by poll. If you wish to cast all your votes “for” or “against” or abstain from voting on a resolution, please indicate with an “X” in the
“For” or “Against” or “Abstain” box provided in respect of that resolution. Alternatively, please indicate the number of votes “For” or “Against” or “Abstain” as
appropriate in the relevant boxes provided.

Dated this day of 2023

Total number of Units held

Signature(s) of Unitholder(s)/Common Seal of Corporate Unitholder

IMPORTANT: PLEASE READ NOTES TO PROXY FORM ON REVERSE PAGE
1st fold here Glue all sides firmly. Do not staple or spot seal.

IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW Register of Unitholders, he or she should insert that number of Units. If the Unitholder
Notes to the Proxy Form: has Units entered against his or her name in the said Depository Register and Units
1. A Unitholder who is not a relevant intermediary is entitled to appoint not more registered in his or her name in the Register of Unitholders, he or she should insert the
than two proxies to attend, speak and vote at the AGM. Where such Unitholders’ aggregate number of Units entered against his or her name in the Depository Register
instrument appointing a proxy(ies) (“Proxy Form”). appoints more than one proxy, and registered in his or her name in the Register of Unitholders. If no number is inserted,
the proportion of his/her/its unitholding concerned to be represented by each proxy the Proxy Form will be deemed to relate to all the Units held by the Unitholder.
shall be specified in the instrument appoint a proxy(ies). 7. The Proxy Form must be executed under the hand (or if submitted electronically,
2. A Unitholder who is a relevant intermediary is entitled to appoint more than two alternatively by way of affixation of an electronic signature) of the appointor or of his or her
proxies to attend, speak and vote at the AGM, but each proxy must be appointed to attorney duly authorised in writing. Where the Proxy Form is executed by a corporation,
exercise the rights attached to a different unit in LMIR Trust (“Unit”) or Units held it must be executed either under its common seal or under the hand (or if submitted
by such Unitholder. Where such Unitholder’s Proxy Form appoints more than two electronically, alternatively by way of affixation of an electronic signature) of an officer or
proxies, the number of Units held in relation to which each proxy has been appointed attorney duly authorised. Where the Proxy Form is executed by an attorney on behalf of
must be specified in the Proxy Form. the appointor, the letter or power of attorney or a notarially certified copy thereof must
“relevant intermediary” means: be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.
(i) a banking corporation licensed under the Banking Act 1970 of Singapore, or a 8. Completion and return of the Proxy Form by a Unitholder will not prevent him/her
wholly owned subsidiary of such a banking corporation, whose business includes attending, speaking and voting at the AGM if he/she wishes. The appointment of the
the provision of nominee services and who holds Units in that capacity; proxy(ies) for the AGM will be deemed to be revoked if the Unitholder attends the
AGM as well and, in such event, the Manager reserves the right to refuse to admit
(ii) a person holding a capital markets services licence to provide custodial services
any person or person appointed under the relevant Proxy Form to the AGM.
for securities under the Securities and Futures Act 2001 of Singapore, and who
holds Units in that capacity; or 9. 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 representative at the AGM and
(iii) the Central Provident Fund Board (“CPF Board”) established by the Central
the person so authorised shall upon production of a copy of such resolution certified
Provident Fund Act 1953 of Singapore, in respect of Units purchased under the
by a director of the corporation to be a true copy, be entitled to exercise the powers on
subsidiary legislation made under that Act providing for the making of investments
behalf of the corporation so represented as the corporation could exercise in person
from the contributions and interest standing to the credit of members of the
if it were an individual.
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. 10. The Manager shall have the right to reject any Proxy Form which is incomplete, improperly
completed or illegible or where the true intentions of the appointor are not ascertainable
3. This Proxy Form may be accessed at LMIR Trust’s website at the URL
from the instructions of the appointor specified on the Proxy Form. In addition, in the case
https://www.lmir-trust.com/ir_agm2023.html, and will also be made available on the SGX website
of Units entered in the Depository Register, the Manager (a) may reject a Proxy Form if
at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20
the Unitholder, being the appointor, is not shown to have Units entered against his/her
MALLS%20INDO%20RETAIL%20TRUST&type=securityname.
name in the Depository Register as at 72 hours before the time appointed for holding
4. A proxy need not be a unitholder. The Chairman of the AGM, as proxy, need not be the AGM, as certified by CDP to the Manager; and (b) shall be entitled and bound to
a Unitholder. accept as accurate the number of Units entered against the name of that Unitholder as
5. A Unitholder who wishes to submit an instrument of proxy must do so in the following shown in the Depository Register as at a time not earlier that 72 hours prior to the time
manner: of the AGM, supplied by CDP to the Trustee and to accept as the maximum number of
(a) if submitted by post, by lodging it at the office of LMIR Trust’s Unit Registrar, votes which in aggregate that Unitholder and his proxy are able to cast on poll a number
Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, which is the number of Units entered against the name of that Unitholder as shown in
#14-07 Keppel Bay Tower, Singapore 098632; the Depository Register, whether that number is greater or smaller than that specified
(b) if submitted electronically via email, by attaching and sending a clear PDF copy of by the Unitholder or in the Proxy Form.
it to LMIR Trust’s Unit Registrar, Boardroom Corporate Advisory Services Pte. Ltd., 11. Any reference to a time is made by reference to Singapore time.
at [email protected]; or 12. All Unitholders will be bound by the outcome of the AGM regardless of whether they
(c) if submitted electronically via LMIR Trust’s pre-registration website, by uploading have attended or voted at the AGM.
the executed PDF copy of it onto LMIR Trust’s pre-registration website at 13. On a poll, every Unitholder who is present or by proxy shall have one vote for every
https://www.lmir-trust.com/ir_agm2023.html, Unit which he/she is the Unitholder. There shall be no division of votes between the
in either case not later than 10:00 a.m. (Singapore Time) on Saturday, 22 April Unitholder who is present personally and voting at the AGM and his/her proxy(ies).
2023, being 72 hours before the time fixed for the AGM. A person entitled to more than one vote need not use all his/her votes or cast them
A Unitholder who wishes to submit the Proxy Form must first download, complete the same way.
and sign the Proxy Form, before submitting it by post to the address provided above, GENERAL
or before scanning and sending it by email to the email address provided above or via
The Manager shall be entitled to reject this Proxy Form if it is incomplete, improperly
the pre-registration website at the URL provided above.
completed or illegible or where the true intention of the appointor is not ascertainable
Unitholders are strongly encouraged to submit completed Proxy Forms from the instruction of the appointor specified in the Proxy Form. In the case of
electronically via email. Unitholders whose Units are entered against their names in the Depository Register,
6. Unitholders should insert the total number of Units held in the Proxy Form. If the the Manager may reject any Proxy Form lodged if such Unitholders are not shown to
Unitholder has Units entered against his or her name in the Depository Register have the corresponding number of Units in LMIR Trust entered against his/her/its name
maintained by The Central Depository (Pte) Limited (“CDP”), he or she should insert in the Depository Register not less than 72 hours before the time appointed for holding
that number of Units. If the Unitholder has Units registered in his or her name in the the AGM, as certified by CDP to the Manager.
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Postage will
be paid by the
addressee.
For posting in
Singapore only.

BUSINESS REPLY SERVICE

PERMIT NO. 08564

LMIRT MANAGEMENT LTD.

(The Manager of Lippo Malls Indonesia Retail Trust)
c/o Unit Registrar
Boardroom Corporate & Advisory Services Pte. Ltd.
1 Harbourfront Avenue
#14-07 Keppel Bay Tower
Singapore 098632

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LMIRT Management Ltd
6 Shenton Way
#12-08 OUE Downtown 2
Singapore 068809

Tel: (65) 6410 9138

Fax: (65) 6509 1824

www.lmir-trust.com