ASSET MANAGEMENT SERVICES AGREEMENT

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ASSET MANAGEMENT SERVICES AGREEMENT

  1. 1. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea ASSET MANAGEMENT SERVICES AGREEMENT(Note) (Note) The name of AMC has been changed from Macquarie International Asset Management Company into Macquarie Property Advisors Korea, Ltd. since February 2005. This Asset Management Services Agreement (this “Agreement”) is made as of September 30, 2003 by and between: (1) Macquarie Central Office Corporate Restructuring Real Estate Investment Trust Company (“MCO CR REIT”), and (2) Macquarie International Asset Management Company (the “AMC”). WITNESSETH: WHEREAS, MCO CR REIT plans to apply to the Ministry of Construction and Transportation (the “MOCT”) for approval to operate as a corporate restructuring real estate investment trust (“CR-REIT”) under the Real Estate Investment Company Act of Korea (the “Act”); WHEREAS, MCO CR REIT has agreed to purchase the Kukdong Building from Kukdong Engineering & Construction Co., Ltd. upon receipt of the necessary approvals from the MOCT; WHEREAS, MCO CR REIT and the AMC have agreed to enter into an agreement whereby the AMC will manage the assets owned or to be owned by MCO CR REIT (“Assets”), including real estate assets (“Property”). NOW, THEREFORE, the parties hereto agree as follows: Article 1. Purpose The purpose of this Agreement is to provide the terms and conditions for the asset management services to be provided by the AMC to MCO CR REIT (the “Asset 1
  2. 2. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea Management Services”) and any business incidental thereto. Article 2. Definition Any and all capitalized terms, as used herein, shall have the meanings set forth below. 1. “Business Trustee” means the company undertaking any business set forth in the subparagraphs of Article 42(1) of the Securities Investment Company Act under a certain business trust agreement executed with MCO CR REIT; 2. “Asset Custodian” means the company undertaking the custody service in respect of MCO CR REIT’s Assets and the related businesses under a certain asset custody agreement executed with MCO CR REIT; 3. “Distributor” means the company undertaking any business related to the offering for subscription or distribution of shares to be issued by MCO CR REIT under a certain distribution service agreement; 4. “Agent” means the Business Trustee, the Asset Custodian or the Distributor; 5. “Basic Guideline” means a basic guideline for the Asset Management Services that sets forth the objectives and priorities of asset management, eligible assets and other basic matters, prepared by MCO CR REIT in respect of Asset Management Services (attached hereto as Exhibit I); and 6. “Detailed Guideline” means a detailed guideline which may be agreed between MCO CR REIT and AMC in respect of Asset Management Services in accordance with the Basic Guideline. Article 3 Scope and Description of Asset Management Services The scope of Asset Management Services to be provided by AMC to MCO CR REIT are as follows: 1. Preparing and submitting to MCO CR REIT annual business plans and borrowing plans for Asset Management Services that set forth the acquisition and disposition 2
  3. 3. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea of assets, including real estate, securities and any rights related to use of real estate, and the servicing of assets acquired; 2. With the approval of MCO CR REIT’s board of directors, acquisition, administration, improvement and disposition of real estate, including: a. Providing evaluation materials, including due diligence reports, to aid MCO CR REIT in making a decision (references to MCO CR REIT’s decision herein meaning a resolution of shareholders or the board of directors of MCO CR REIT, as the case may be, under the applicable laws and regulations and the articles of incorporation of MCO CR REIT) on the acquisition or disposal of real estate; b. Providing evaluation material regarding any capital raising required to finance an acquisition of real estate to aid MCO CR REIT in making a decision on the raising of capital. c. Negotiating and executing agreements on behalf of MCO CR REIT in accordance with MCO CR REIT’s decision to acquire or dispose of real estate; d. Negotiating and executing agreements on behalf of MCO CR REIT in accordance with MCO CR REIT to raise capital to finance the acquisition of real estate; e. Providing services related to the administration and improvement of real estate and the conclusion of agreements incidental thereto in the name of MCO CR REIT; and f. Taking other actions as set forth in the Basic Guideline and the Detailed Guideline as incidental to and necessary for any of the foregoing. 3. The leasing of real estate: a. Negotiating and executing on behalf of MCO CR REIT all leases for space in the Property; b. Collecting all rentals and other income from the Property; c. Repairing rental property; and d. Taking other actions as set forth in the Basic Guideline and the Detailed Guideline as incidental to and necessary for any of the foregoing. 4. The sale and purchase of investment securities: 3
  4. 4. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea a. Providing evaluation data to aid MCO CR REIT in making a decision on the acquisition or disposal of securities where the amount of such securities is 10% or more of the total assets of MCO CR REIT; b. Negotiating and executing agreements on behalf of MCO CR REIT in accordance with MCO CR REIT’s decision to acquire or dispose of securities; and c. Taking other actions as set forth in the Basic Guideline and the Detailed Guideline as incidental to and necessary for any of the foregoing. 5. The acquisition and disposal of superficies, leases or other rights related to the use of real estate: a. Negotiating and executing agreements on MCO CR REIT’s behalf in relation to the acquisition and disposal of superficies, leases or other rights related to the use of real estate; and b. Taking other actions as set forth in the Basic Guideline and the Detailed Guideline as incidental to and necessary for any of the foregoing. 6. The development of real estate: a. In respect of MCO CR REIT’s investment involving development of real estate, preparing a business plan and providing related documents required for obtaining approval of such development from the MOCT, including arranging for advisory services of third party experts; and b. Other services be as may be agreed between MCO CR REIT and AMC and as set forth in the Basic Guideline and the Detailed Guideline. 7. Arranging advisory and assessment services, if necessary, from real estate investment advisory companies in respect of the Asset Management Services; 8. Providing relevant data to help the Business Trustee prepare quarterly and fiscal period-end investment reports and financial statements; 9. In the event MCO CR REIT issues shares, providing evaluation data on MCO CR REIT’s capital needs, market conditions and other relevant information, providing 4
  5. 5. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea recommendations as to the conduct of the share issuance, appointing a lead manager, negotiating and executing relevant agreements on behalf of MCO CR REIT and preparing a prospectus; 10. Providing (i) data necessary for applications for approvals, reports or public notices required in connection with the Asset Management Services or otherwise under the Act and other applicable laws and regulations and (ii) prior consultation with relevant governmental offices necessary for applications for approvals; and 11. Preparing and providing to MCO CR REIT the draft Basic Guideline and, where it has been agreed, draft Detailed Guideline. 12. Providing Asset Management Services as instructed by a liquidator or an inspector of liquidation, in the event of dissolution or liquidation of MCO CR REIT. Article 4. Obligations of and Limitations on Asset Management Services (1) AMC shall conduct the Asset Management Services in accordance with applicable laws and regulations, including the Act (including, among others, the provisions therein regarding the composition of assets, the limitations on asset management and requirements of parties involved in asset management), the Basic Guideline (and any modifications thereto) and any Detailed Guideline agreed between MCO CR REIT and AMC. (2) MCO CR REIT and AMC may from time to time modify the Detailed Guideline if deemed necessary, provided that any Asset Management Services other than in accordance with the Basic Guideline may be conducted only with a prior approval of the board of directors of MCO CR REIT. (3) The AMC shall comply with the requirements under Article 22 of the Act to employ asset management specialists. (4) AMC shall service the Assets separately from AMC’s own assets and assets of other CR-REITs for which AMC provides asset management services. Article 5. Obligation to Prepare Business Plan and Provide Related Data 5
  6. 6. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea (1) By no later than June 1 of each year, AMC shall prepare an annual business plan for the following calendar year beginning July 1 and provide it to MCO CR REIT together with the related documents to enable MCO CR REIT to finalize its business plan for the following year; provided that the business plan for the initial year shall be the business plan approved by MCO CR REIT at its inaugural organization meeting. (2) AMC shall submit to the Business Trustee of MCO CR REIT such documents as required for the preparation of investment report and financial statements at the end of each fiscal period within forty (40) days after the end of the fiscal period and such documents as required for the preparation of investment report and financial statements for each quarter within twenty (20) days of the end of the quarter. (3) AMC shall prepare and submit a report of Asset Management Services on a monthly basis to the Business Trustee and the Asset Custodian and at any time upon MCO CR REIT’s demand to MCO CR REIT. (4) AMC shall collect and analyze such data as reasonably necessary to improve the Basic Guideline and, at the time of submission of the related data for the preparation of the quarterly investment report and financial statements, shall provide to MCO CR REIT any opinions and related data AMC may have for improving the Basic Guideline. Amendments to the Basic Guideline shall be in writing and executed by MCO CR REIT and AMC. (5) AMC shall submit two copies of a business report to both the MOCT and the Financial Supervisory Commission (the “FSC”) within one month after the end of each quarter. (6) Any and all reports and the related documents prepared and submitted hereunder by AMC to MCO CR REIT shall be in such form and substance as required by the applicable laws and regulations related to a CR-REIT and by the applicable governmental authorities. Article 6. Keeping of Accounting Books and Related Documents 6
  7. 7. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea (1) MCO CR REIT shall keep and maintain such accounting and other records with respect to the Asset Management Services as an auditor may reasonably request access to in the course of a financial audit of MCO CR REIT, and AMC shall, upon demand, provide a report to the auditor of MCO CR REIT or the Business Trustee of accounts related to the Asset Management Services. (2) AMC shall keep and maintain at its head office any and all documents provided by AMC to the Business Trustee in accordance with applicable laws and regulations relating to CR-REITs and other documents related to MCO CR REIT (“Related Documents”) and shall give a shareholder or a creditor of MCO CR REIT full access to the Related Documents and make the Related Documents available to the public using electronic media, such as the Internet. Article 7. Obligation to Cooperate with Trustee (1) In conducting the Asset Management Services, AMC may make a request to an Agent of MCO CR REIT for cooperation, and, upon reasonable request for cooperation from an Agent, AMC shall provide such cooperation. (2) Upon the Business Trustee’s demand, AMC shall provide such data related to the Asset Management Services as are required for MCO CR REIT to fulfill its obligation to report, notify and give public notice under applicable laws and regulations. Article 8. Prohibitions (1) Unless permitted by the Act and other applicable laws and regulations, AMC shall not engage in any business other than providing Asset Management Services to MCO CR REIT and other CR-REITs. In addition, AMC shall not engage in any transaction which results in a conflict of interest between the administration of its own assets and the Asset Management Services to MCO CR REIT, and AMC shall obtain a prior written consent from MCO CR REIT in respect of any transaction that may directly or indirectly result in such conflict. (2) AMC shall not, and shall not permit its officer, employee and agent to: 7
  8. 8. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea 1. During the term of this Agreement or within one (1) year of the expiration of the term, sell real estate or securities using, or allow others to use, non-public information in respect of MCO CR REIT in violation of the Act and other applicable laws and regulations; 2. Provide a guarantee or promise of a certain return to an investor or potential investor of MCO CR REIT; 3. In respect of Asset Management Services, advance the interests of AMC or a third party at the expenses of MCO CR REIT’s interests; 4. Provide a guarantee or promise to MCO CR REIT of a specified return; 5. Provide a guarantee or promise to MCO CR REIT to compensate for all or part of the loss resulting from the conduct of MCO CR REIT’s business; or 6. Be in violation of restrictions under the applicable laws and regulations and the Basic Guideline. Article 9. Compensation (1) MCO CR REIT hereby agrees to pay to AMC basic fee, performance fee and commissions on purchase or sale of real estate in exchange for Asset Management Services provided hereunder. (2) The basic fee to AMC shall be calculated by applying such a rate as agreed between MCO CR REIT and AMC to the ordinary income that does not include the basic compensation payable to AMC and shall be payable by MCO CR REIT to AMC on a semi-annual basis within 7 days of the submission of the auditor’s opinion on the fiscal period-end report and the approval of the its board of directors. “Applicable Percentage” for purposes of calculating the basic fee in this Article 9(2) shall be 0% with respect to the first fiscal period, 17.00% with respect to the second fiscal period, 11.00% with respect to the third and fourth fiscal periods, and 11.30% with respect each fiscal period thereafter until the date scheduled for liquidation. 8
  9. 9. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea (3) MCO CR REIT shall pay to AMC an acquisition fee equivalent to 0.55% of the net purchase price of Kukdong Building upon the completion of incorporation of MCO CR REIT as compensation to AMC for acquiring Kukdong Building and obtaining of any approvals or permits. (4) AMC shall be entitled to fees for any further acquisition of property of no greater than 1.0% of the net purchase price of such further acquired property following the incorporation of MCO CR REIT subject to an approval of MCO CR REIT. (5) AMC shall be entitled to a disposition fee upon a sale of Property and a performance fee for the management of Assets. Provided, however, that such disposition fee shall be payable only if (x) the sales price of such Assets less costs related to such sale exceeds (y) the aggregate investments by MCO CR REIT at the time of incorporation (i.e. the sum of the purchase price of such Assets and the costs related to such purchase) plus all capital expenditure and if an internal rate of return on such Assets (based on cash flow of the current net income ) over a 5 year period of ownership of the Assets (the “IRR”) is greater than 11.50%. The disposition fee shall be calculated as 25% of the excess of the sales price of such Assets less costs related to such sale over the aggregate investments plus the capital expenditure during the said period. The performance fee shall be calculated as 40% of any excess over the IRR of 11.5% for the 5 year period, subject to the satisfaction of the requirements for the entitlement to disposition fee provided in this Article 9(5). Both the disposition fee and the performance fee shall be due and payable upon the liquidation. Sale price of Assets for which AMC will be entitled to receive such disposition fee and performance fee shall include the value applied to such Assets by the parties to the merger or the conversion into a general REIT, as the case may be, in the event of any merger of MCO CR REIT with another CR REIT or conversion of MCO CR REIT into a general REIT. Article 10. Costs (1) AMC may demand payment from MCO CR REIT of reasonable costs incurred in connection with the performance of Asset Management Services under Article 3 hereof prior to MCO CR REIT’s incorporation, such costs to be determined at the inaugural organization meeting of MCO CR REIT by submitting the relevant statements and evidentiary documents. 9
  10. 10. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea (2) Capital expenditures and operating expenses in respect of the Assets shall be for the account of and paid by MCO CR REIT. (3) In performing the Asset Management Services hereunder, AMC shall obtain an approval from the board of directors of MCO CR REIT of: 1. repair works in excess of the budget stated in the relevant annual business plan of MCO CR REIT or such additional repair works as deemed necessary: or 2. any operating costs other than stated in the budget, in excess of 10 million Korean Won for a single expenditure. (4) In the conduct of the Asset Management Services hereunder, AMC shall promptly give the board of directors of MCO CR REIT a report of: 1. change, made or threatened, in the annual lease plan or repair work plan stated in the business plan prepared by AMC; or 2. any expenditure in excess of 10% of the annual aggregate budget. (5) In the conduct of the Asset Management Services hereunder, any service performed by any of the following agents shall be borne by MCO CR REIT: 1. property management company; or 2. facility management company. (6) In conduct of the Asset Management Services hereunder, any of the costs prescribed below shall be borne by MCO CR REIT: 1. any fees for legal advice, financial advice, real property investment advice, appraisal and assessment, and due diligence investigation,; 2. any costs of printing business plans, asset management report and other documents prepared by AMC for submission to regulatory authorities or for public notice; and 3. costs related to providing annual or other reports to shareholders and the payment of dividends; 10
  11. 11. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea Article 11. Representations and Warranties (1) MCO CR REIT represents and warrants to AMC that MCO CR REIT satisfies all requirements, including those for the capital amount, promoters, and officers, for it to engage in the CR-REIT business under the Act and other applicable laws and regulations. (2) AMC represents and warrants to MCO CR REIT: 1. That AMC is an asset management company within the meaning of the Act, duly organized with authorization of the MOCT and satisfying all requirements, including those for the capital amount, qualified officers, and asset management specialists, under the Act and other applicable laws and regulations; and 2. That officers of AMC are qualified under the Act and other applicable laws and regulations. Article 12. Liability and Indemnification (1) AMC shall be liable for losses suffered by MCO CR REIT arising out of AMC’s gross negligence or willful misconduct. MCO CR REIT shall indemnify and hold harmless AMC against any loss incurred due to moratorium, emergency measure, war, natural disaster, suspension of business or bankruptcy of a building management company, a Trustee or a Asset Custodian, or other conditions beyond the control of AMC. (2) Other than the liability to MCO CR REIT under Paragraph (1) of this Article, AMC shall not be liable to MCO CR REIT for any loss incurred by MCO CR REIT in the course of Asset Management Services. Article 13. Assignment and Sub-contract (1) AMC shall not assign any right or obligation hereunder to a third party. 11
  12. 12. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea (2) Subject to an approval of the board of directors of MCO CR REIT, AMC shall employ, discharge, and pay (from MCO CR REIT’s funds) any building management companies and facility management companies necessary to be employed for the provision of Asset Management Services. Article 14. Confidentiality Unless agreed by MCO CR REIT or required by the applicable laws and regulations, during or after the term hereof, AMC shall neither divulge to a third party, nor allow a third party to use, any non-public information or documents related to MCO CR REIT and the Asset Management Services obtained by AMC in the course of the performance of Asset Management Services. Article 15. Instruction and Notice (1) An instruction or notice hereunder (including notice to or by an Agent) to shall be in writing, signed or sealed by an authorized person and delivered by physical delivery, courier, mail, fax or such electronic transmission method as agreed between the relevant parties. (2) For an instruction or notice under Paragraph (1) of this Article, a party hereto may use a separate seal in lieu of its corporate seal, provided that such party shall have provided to the other party and the relevant Agent(s) in advance a seal certificate of the seal used, specifying the purposes for which such seal may be used. Any change in seals to be used shall be notified in the same manner. (3) Unless otherwise specifically provided, any instruction or notice under Paragraph (1) of this Article shall be deemed to take effect when received by the other party or the relevant Agent(s). Article 16. Effective Date This Agreement shall take effect on the date of incorporation of MCO CR REIT as a CR- REIT under the Act and other applicable laws and regulations (“Effective Date”). 12
  13. 13. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea Article 17. Term This Agreement shall remain in full force and effect from the Effective Date until the date on which the liquidation of MCO CR REIT is registered with the relevant court or until earlier terminated pursuant to Article 19. Article 18. Modification to Agreement The parties hereto may modify any terms and conditions of this Agreement by written agreement between the parties. Article 19. Termination of Agreement (1) In the event that either party defaults in fulfilling its obligation hereunder, the other party may require the other party in writing to cure such default within a period of fourteen (14) days or more (“Cure Period”). In the event that the default is not cured within the Cure Period, the non-defaulting party may terminate this Agreement; provided, however, that in the event that AMC terminates this Agreement, the termination shall not take effect unless and until MCO CR REIT executes an asset management services agreement with a new asset management company, which it shall do within sixty (60) days of receipt of AMC’s notice of termination. (2) In the event that AMC becomes, or is reasonably likely to become, insolvent, bankrupt or no longer authorized to act as an asset management company under the Act, or other conditions arise that prohibit AMC from performing Asset Management Services, MCO CR REIT may immediately terminate this Agreement. (3) AMC may terminate this Agreement at any time during the term hereof with a sixty (60) day prior written notice to MCO CR REIT. (4) Article 12 – Liability and Indemnification and Article 14 – Confidentiality, shall survive after the termination of this Agreement, Article 20. Actions upon Termination In the event that this Agreement terminates for whatever cause, AMC shall take the 13
  14. 14. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea following actions and other necessary actions: 1. provide a report of Asset Management Services up to the termination of this Agreement; 2. immediately return any and all documents and data obtained by AMC in the course of performing the Asset Management Services to the Business Trustee or a new asset management company of MCO CR REIT; and 3. take such actions, including designating personnel to coordinate MCO CR REIT’s transition to a new asset management company, as required by MCO CR REIT to enable the new asset management company of MCO CR REIT to immediately take over the Asset Management Services. In the event that this Agreement terminates for whatever cause, MCO CR REIT shall immediately cease using the trade name, trade dress, logo, and any other intellectual property of AMC and will use commercially reasonable efforts to ensure that this restriction is observed by any person, firm or company which the MCO CR REIT controls or is associated. Article 21. Governing Law and Jurisdiction This Agreement shall be governed by Korean law, and any dispute arising between the parties hereto in connection with this Agreement shall be subject to the jurisdiction of the Seoul District Court. Article 22. Language This Agreement and any agreements executed with management companies as provided in Article 13(2) shall be executed in Korean and will be translated into English, and in the event of any discrepancy between the Korean version and the English translation, the Korean version shall prevail. 14
  15. 15. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea IN WITNESS WHEREOF, MCO CR REIT and AMC have caused two copies of this Agreement to be executed and affixed with their names and seals, each of which shall be kept by the respective parties. MCO CR REIT: Macquarie Central Office Corporate Restructuring Real Estate Investment Trust Company Representative Promoter: Macquarie Bank Limited Address: 1 Martin Place, Sidney, Australia Representative Director: Alan Moss Represented by Kyung Han Citizen’s Reg. No.: 600814-1036121 Address: 303-704 Olympic Apartment, 89 Pang-ee-Dong, Songpa-Gu, Seoul AMC: Macquarie International Asset Management Company Address: 7th Fl. Hanhwa Building, 110 Sogong-Dong, Choong-Gu, Seoul Representative Director: Graham Sugden * Approved from Inaugural Meeting of Macquarie Central Office Corporate Restructuring Real Estate Investment Trust Company on 12 December 2003. 15
  16. 16. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea EXHIBIT I Basic Guidelines on Asset Management The Board of Directors (the “Board”) of Macquarie Central Office Corporate Restructuring Real Estate Investment Trust Company (“MCO CR REIT”) establishes the following guidelines (the “Basic Guidelines”) on the management and operation of MCO CR REIT’s assets (“Asset Management”), including the objectives and priorities of such Asset Management. The asset management company appointed to manage MCO CR REIT’s assets (the “AMC”) shall conduct the Asset Management pursuant to these Basic Guidelines and more detailed guidelines based on the Basic Guidelines, as may be agreed and established by MCO CR REIT and the AMC. If deemed necessary, the Basic Guidelines and the Detailed Guidelines may be amended or adjusted upon mutual agreement by and between MCO CR REIT and the AMC from time to time. 1) Basic Guidelines on Investment (1) The AMC will seek to achieve as a minimum hurdle the dividend yield rate as projected in the information memorandum provided to investors. The AMC will seek to maximize the dividend over the term of the investment to the investors in MCO CR REIT. (2) The acquisition of real property shall be decided upon by a general meeting of shareholders of MCO CR REIT or the Board, based on due diligence report on the subject assets prepared by the AMC, a due diligence report on the subject assets prepared by a third party, such as an independent real property investment consulting firm, or an appraisal report prepared by an appraisal company. The AMC, if it deems necessary, may appoint and establish business relationships with a qualified affiliated company as an appraisal company after examining such affiliated company in consultation with an independent real property investment consulting firm. The methodology described above shall be incorporated in the evaluation of any future asset acquisition by MCO CR REIT. 16
  17. 17. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea (3) In order to examine the structural safety and durability of the relevant real property, an investigation into the physical structure of the real property shall be conducted before the acquisition of real property. The methodology described above shall be incorporated in the evaluation of any future asset acquisition by MCO CR REIT. 2) Basic Guidelines on Asset Management (1) Basic Guidelines on Asset Management As a general rule, taking into consideration market conditions and environment surrounding real property markets and financial markets, MCO CR REIT shall make its investment in income-generating properties consisting primarily of commercial office buildings and shall manage its excess funds in such a way as to earn rental incomes, capital gains, and interest income. (2) Legal Restriction on Asset Management In managing MCO CR REIT’s assets, the AMC shall comply with each of the following requirements: 1. 70% or more of the total assets of MCO CR REIT shall consist of the following: (a) Real properties sold by a corporation to repay its liabilities, including its loan obligations to its creditor financial institutions. (This item shall be construed and applied in accordance with the Regulation on Supervision of Real Property Investment Companies (including any amendment thereto) established by the Financial Supervisory Commission (the “FSC”)); (b) Real properties sold by a corporation which has entered into an agreement for its financial restructuring with its creditor financial institutions in order to comply with such agreement; (c) Real properties sold by a corporation in accordance with corporate reorganization proceedings under the Corporate Reorganization Act 17
  18. 18. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea of Korea or composition plan under the Composition Act of Korea; or (d) Other real properties the acquisition of which by MCO CR REIT is deemed necessary by the FSC to assist in corporate reorganization. 2. With respect to investment in securities, MCO CR REIT shall not acquire any securities exceeding 10% of the total issued and outstanding voting stocks of another company, except for the following circumstances: (a) if MCO CR REIT acquires shares in a company established for the development of certain real property which has a definite term of corporate life; (b) if such purchase of securities is for the purpose of merging MCO CR REIT with another company; (c) if MCO CR REIT acquires all of the business of another company; or (d) if necessary to attain specified goals in the exercise of its rights. 3. If MCO CR REIT acquires shares in another company in excess of 10% of the total issued and outstanding voting stocks of such other company, MCO CR REIT shall comply with the investment limitation as required under applicable rules and regulations within six (6) months of the date of such acquisition. 4. With respect to the investment in securities, MCO CR REIT shall not acquire any securities issued by a single entity in excess of 5% of MCO CR REIT’s total assets, except for national bonds, local or municipal bonds or such other securities whose acquisition in such amounts is permitted under the Enforcement Decree promulgated under the Real Estate Investment Company Act of Korea (the “Act”). 5. If securities owned and held by MCO CR REIT exceed the limitation as provided in Item 4 above, MCO CR REIT shall comply with the investment limitations under applicable rules and regulations within six (6) 18
  19. 19. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea months of the date of such acquisition. 6. MCO CR REIT shall not engage in any transactions falling within the categories listed in Article 21 of the Act with the directors and officers and their respective related persons (as defined in Article 21(1) of the Securities and Exchange Act), and any shareholder who owns and holds 3% or more of the shares in MCO CR REIT and its respective related persons, except for the following circumstances: (a) General sale, competitive bidding or any similar transactions; (b) Transactions (other than with the directors, officers and employees of MCO CR REIT and their respective related persons) where MCO CR REIT rents its real property at a rate higher than the rate determined by the Board; or (c) Unavoidable transactions as a result of merger, liquidation, spin-off or merger by a spun-off entity. 7. MCO CR REIT and its related person shall not engage in the sale and purchase of real property or the trading of securities with the AMC and its related persons, except in the following circumstances: (a) If MCO CR REIT is forced to dispose of its securities (other than shares) because it temporarily faces difficulty in making payment of purchase price or repurchase price of shares due to substantial number of appraisal or repurchase claims; (b) General sale, competitive bidding or any similar transaction; (c) Transactions (other than with the directors, officers and employees of the AMC and their respective related persons) where MCO CR REIT rents its property at a rate higher than that determined by the Board; or (d) Unavoidable transactions as a result of merger, liquidation, spin-off 19
  20. 20. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea or merger by a spun-off entity. (3) Asset Management Plan ① Real Property Management Strategy (a) MCO CR REIT shall mainly invest in income-generating properties such as commercial office buildings sold by a corporation which is in the course of corporation reorganization proceedings or intends to repay its debt obligations with the sales proceeds, and when it purchases such income-generating properties, MCO CR REIT shall endeavor to purchase undervalued real properties at a price lower than the replacement cost. (b) If the purchased real property becomes old and deteriorated, MCO CR REIT shall try to increase rents, generate more cash inflows, and increase the value of the real property. (c) MCO CR REIT shall continuously examine the possibility of early disposition of the real property even before the end of MCO CR REIT’s corporate life and make recommendations to MCO CR REIT where it believes such early disposal can produce significant premium returns for investors] (d) MCO CR REIT shall seek to control costs whilst maintaining tenant satisfaction with the ultimate goal of maximizing the rate of return to the investors. (e) MCO CR REIT shall endeavor to dispose of its real properties within the defined life span of the MCO CR REIT in a manner which maximizes the returns to the investors. (f) MCO CR REIT shall assess the rate of return of real property on a quarterly basis. ② Management Strategy with respect to Funds 20
  21. 21. Macquarie Central Office CR REIT – Macquarie Property Advisors Korea MCO CR REIT’s excess funds shall be managed in accordance with the management plan regarding such funds as stipulated in Article 51 of the Articles of Incorporation of MCO CR REIT. ③ Management Strategy of Liquid Assets (a) MCO CR REIT shall maintain liquid assets above certain level to ensure that it can meet its cash outflow needs. (b) For the distribution of dividends, MCO CR REIT shall maintain certain level of liquid assets. 21

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